Joseph Ferguson
About Joseph Ferguson
Joseph Ferguson, 58, has served on MPAA’s Board since June 9, 2016 and is the Lead Independent Director and a member of the Audit Committee. He co-founded Vicente Capital Partners and previously was a partner at Kline Hawkes & Company; earlier, he was an investment banker at Merrill Lynch. He holds a B.B.A. in Finance from Southern Methodist University and an M.B.A. from UCLA Anderson. The Board cites his private equity, financial, and governance expertise as rationale for his role as Lead Independent Director .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Merrill Lynch & Co. | Investment Banker (Energy & Natural Resources; General Corporate Finance) | 1989–1994 | Worked on 30+ public/private transactions for emerging/mid-market companies |
| Kline Hawkes & Company | Partner (joined at inception) | 1995–2009 | Served on numerous boards; experience on compensation and audit committees |
| Vicente Capital Partners | Co-Founder & Managing Partner | 2009–Present | Firm made 65 investments over 29 years; board chair/committee experience |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Oaktree Strategic Credit Fund | Director | Public closed-end fund | Current public company directorship |
| Oaktree Gardens OLP | Director | Public closed-end fund | Current public company directorship |
| SMT | Director | Private | Current private board |
| Intellectual Technology, Inc. | Director | Private | Current private board |
| Global LT | Director | Private | Current private board |
| 180 Health Services, LLC | Director | Private | Current private board |
| The Wildwood School | Board of Trustees | Non-profit | Current trustee |
| Toigo Foundation | Board of Directors | Non-profit | Current role |
| UCLA Anderson School of Management | Board of Advisors | Academic | Current role |
Board Governance
- Independence and leadership: Ferguson is an independent director and serves as Lead Independent Director, with duties including presiding over executive sessions, liaising between the Chair/CEO and independent directors, setting agendas with the Chair, calling meetings of independents, and being available to major shareholders. He sits on the Audit Committee and is invited to Compensation Committee meetings related to goal-setting to ensure alignment with strategy and value creation .
- Committee assignments: Audit Committee member; Audit Committee met 4 times in FY2025. The Board determined Ferguson is a “financial expert” under SEC rules .
- Attendance and engagement: The Board met seven times in FY2025; each director attended at least 75% of Board and applicable committee meetings, and all directors attended the 2024 annual meeting .
- Board structure and independence context: CEO and Chair roles are combined at MPAA; a Lead Independent Director structure is used as a counterbalance. The board is 80% independent among nominees, and none of the directors serve on more than three public company boards .
Fixed Compensation
- Structure: Non-employee directors receive annual cash retainer of $62,500; Lead Independent Director receives an additional $20,000; Audit Committee non-chair members receive $10,000; no per-meeting fees .
- FY2025 actual director compensation (Ferguson):
| Metric | FY2024 | FY2025 |
|---|---|---|
| Fees Earned or Paid in Cash | $92,500 | $92,500 |
| Stock Awards (Grant Date Fair Value) | $100,000 | $90,929 |
| Total | $192,500 | $183,429 |
Notes: The cash figure aligns with $62,500 base + $20,000 Lead Independent Director + $10,000 Audit Committee member retainer .
Performance Compensation
- Program design for directors: Annual equity grants of RSUs to non-employee directors, with no performance-vesting metrics (time-based vesting only). As of Sept. 13, 2021, the annual RSU grant value increased to $100,000; appointment grants discontinued .
- Vesting and outstanding director equity: RSUs vest on the one-year anniversary of grant. As of March 31, 2025, each non-employee director other than Trussler and Shrivastava held 15,570 unvested RSUs; none of the non-employee directors had unvested option awards .
| Item | Detail |
|---|---|
| Annual RSU grant value (policy level) | $100,000 per year |
| FY2025 RSU grant (Ferguson) | $90,929 grant date fair value |
| Vesting | One-year, time-based |
| Unvested RSUs at 3/31/25 (per director, except two noted) | 15,570 shares |
| Options outstanding (directors) | None unvested as of 3/31/25 |
Other Directorships & Interlocks
- Public company boards: Ferguson currently serves on two public closed-end fund boards (Oaktree Strategic Credit Fund; Oaktree Gardens OLP) .
- Compensation committee interlocks: MPAA’s proxy states there are no compensation committee interlocks for its Compensation Committee; Ferguson is not listed as serving on another company’s comp committee in an interlocking capacity .
Expertise & Qualifications
| Skill/Experience | Ferguson Self-Assessment |
|---|---|
| Public Company Experience | Significant |
| Corporate Governance Experience | Significant |
| Financial Literacy/Expertise | Significant |
| Capital Allocation/Corporate Financing | Significant |
| Shareholder Advocacy | Significant |
Equity Ownership
| Holder | Beneficially Owned Shares | % of Shares Outstanding | Notes |
|---|---|---|---|
| Joseph Edwin Ferguson | 45,608 | <1% | As of July 16, 2025 (19,352,135 shares outstanding). Directors (other than newer Warfield and Liebau) met 3x cash retainer ownership guideline as of 3/31/25, implying Ferguson is in compliance . |
| Unvested RSUs attributable to each non-employee director (excl. Trussler, Shrivastava) | 15,570 | — | Time-based vesting; no director options outstanding as of 3/31/25 . |
Policies and controls:
- Hedging and pledging of MPAA securities are prohibited by the Insider Trading Compliance Policy .
- Stock ownership guideline for non-employee directors: 3x annual cash retainer within ~5 years; as of 3/31/25, all non-employee directors met the guideline except newer directors Warfield and Liebau (Ferguson not listed as an exception) .
Shareholder Voting Support (Signal)
| Proposal (2025 Annual Meeting) | Result | Detail |
|---|---|---|
| Election of Joseph Ferguson | Elected | For: 11,875,351; Against: 2,471,681; Withheld: 4,333; Broker Non-Votes: 2,242,223 |
| Say-on-Pay (2025) | Approved | For: 13,599,661; Against: 176,766; Abstain: 574,938; Broker Non-Votes: 2,242,223 |
| Prior Say-on-Pay (2024) | 90% approval | 90% of votes cast approved NEO compensation (advisory) |
Governance Assessment
- Strengths
- Independent leadership role: As Lead Independent Director with defined authorities (executive sessions, agenda-setting with Chair, shareholder liaison), Ferguson provides a counterweight to the combined CEO/Chair structure .
- Financial oversight: Audit Committee member and designated “financial expert,” reinforcing controls and reporting oversight; board/committee attendance thresholds met across directors in FY2025 .
- Ownership alignment: Director stock ownership guideline (3x cash retainer) in place; Ferguson not listed among exceptions to compliance. Hedging and pledging are prohibited, reducing misalignment risk .
- Shareholder support: High re-election support in 2025 and strong say-on-pay outcomes in 2024 and 2025 signal investor confidence in governance and pay practices .
- Watch items / potential risks
- Combined CEO/Chair model persists; while mitigated by an empowered Lead Independent Director, some investors may prefer an independent chair for stronger structural independence .
- Board includes one non-independent director (Trussler) tied to Bison Capital following the 2023 convertible note transaction; while disclosed and managed (Trussler forgoing equity awards), this introduces a financing-related interlock to monitor (not tied to Ferguson’s independence) .
- Broader pay-for-performance alignment continues to be an area of shareholder attention; however, the company reports robust shareholder engagement and has incorporated performance metrics for executives (not applicable to director pay) .
Director Compensation Reference (Structure)
- Annual cash components: $62,500 base retainer; +$20,000 Lead Independent Director fee; +$10,000 Audit Committee member retainer; no meeting fees .
- Annual director equity: RSUs with policy-level grant value of $100,000; vest after one year; appointment grants discontinued since Sept. 13, 2021 .
Related-Party and Compliance Context
- Related-person transaction policy and audit oversight of related-party matters disclosed; principal related-party item involves Bison convertible notes and Trussler’s non-independence; no director-specific related-party transaction disclosure for Ferguson in the proxy .
- Section 16(a) reporting compliance: Company states all director/officer filing requirements were satisfied in FY2025; late filings noted for three individuals (not including Ferguson) .
- Compensation committee interlocks: None reported .
Expertise & Qualifications (Narrative)
Ferguson brings extensive private equity, board leadership, and financial acumen, self-assessed as “Significant” across public company experience, governance, finance, capital allocation, and shareholder advocacy—capabilities aligned with his Lead Independent Director role and Audit Committee responsibilities .