Patricia Warfield
About Patricia (Tribby) W. Warfield
Independent director at Motorcar Parts of America (MPAA) since January 26, 2022; age 65; serves on the Compensation Committee. Former Chairwoman & CEO of APC Automotive Technologies (2019–2020), with prior senior roles at Nitta Corporation (2017–2019), Kaman Corporation (2014–2017), and 25 years at Gates Corporation including 11 years in Europe; holds a BBA, cum laude, from National University, San Diego . Currently a director at Badger Infrastructure Solutions (TSX: BDGI), serving on the Audit and HR & Compensation Committees; additional advisory roles include University of Colorado Denver Business School, and membership in the Institute of Corporate Directors and The Committee of 200 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| APC Automotive Technologies | Chairwoman & CEO | 2019–2020 | Oversaw restructuring; APC filed Chapter 11 on 06/04/2020; plan confirmed 07/10/2020 (effective 07/24/2020) . |
| Nitta Corporation (EMEA) | SVP, Business Development & Strategy | 2017–2019 | Power transmission and conveyor belting products; EMEA focus . |
| Kaman Corporation | SVP & GM, Kaman Fluid Power and Kaman Automation | 2014–2017 | Dual operating leadership roles . |
| Gates Corporation (NYSE: GTES) | Various executive/operational roles | 1988–2013 | 25-year tenure; 11 consecutive years in Europe in key executive/operational positions . |
External Roles
| Organization | Role | Committees | Notes |
|---|---|---|---|
| Badger Infrastructure Solutions Ltd. (TSX: BDGI) | Director | Audit; HR & Compensation | Current public company directorship . |
| University of Colorado Denver Business School | Advisory Board Member | — | Higher-education advisory role . |
| Daniels College of Business, Univ. of Denver | Former adjunct professor/guest lecturer | — | Academic engagement . |
| Institute of Corporate Directors | Member | — | Governance professional affiliation . |
| The Committee of 200 | Member | — | Network of senior women leaders . |
Board Governance
- Independence: The Board determined Ms. Warfield is independent under SEC and Nasdaq standards; all committee members are independent; Mr. Trussler is the only non-independent director .
- Committee assignments/roles: Member, Compensation Committee; committee met five times in Fiscal 2025; no interlocking relationships reported for any Compensation Committee member; committee oversees executive pay, succession, HCM, and the clawback policy .
- Attendance and engagement: Board met seven times in Fiscal 2025; each director attended at least 75% of Board and committee meetings; all directors attended the September 5, 2024 annual meeting .
- Executive sessions: Independent directors now hold executive sessions without management following regularly scheduled Board meetings (policy adopted November 2024) .
- Lead independent director: Joseph Ferguson serves as Lead Independent Director with defined responsibilities (agenda coordination, liaison, shareholder access) .
- Governance policies: Prohibitions on director/officer hedging and pledging; insider trading policy on file; clawback policy compliant with Nasdaq rules (administered by Compensation Committee) .
Fixed Compensation
Director compensation structure (standard rates):
| Element | Amount |
|---|---|
| Annual cash retainer (non-employee director) | $62,500 |
| Committee chair retainers | Audit: $20,000; Compensation: $15,000; Nominating & Corporate Governance: $10,000 |
| Committee member retainers (non-chair) | Audit: $10,000; Compensation: $7,500; Nominating & Corporate Governance: $5,000 |
| Meeting fees | None (no per-meeting fees) |
Ms. Warfield’s director pay (reported values):
| Metric | FY2024 | FY2025 |
|---|---|---|
| Cash fees | $62,500 | $66,792 |
| Stock awards (grant-date fair value) | $100,000 | $90,929 |
| Total | $162,500 | $157,721 |
Notes: Annual equity grants are RSUs; the Company increased the target annual RSU grant to $100,000 starting 9/13/2021; actual grant-date fair value reported in the proxy may vary with grant size/timing/valuation .
Performance Compensation
| Item | Details |
|---|---|
| Equity vehicle | Time-based RSUs for directors; no options outstanding for non-employee directors . |
| Performance metrics | None; director RSUs vest solely based on time . |
| Vesting | RSUs vest on the one-year anniversary of grant . |
| Unvested shares (as of 3/31/2025) | 15,570 unvested RSUs for each non-employee director except Mr. Trussler and Mr. Shrivastava (who waived awards) . |
| Option awards outstanding | None for non-employee directors . |
Other Directorships & Interlocks
| Company | Ticker/Market | Role | Committees | Potential Conflicts/Interlocks |
|---|---|---|---|---|
| Badger Infrastructure Solutions Ltd. | TSX: BDGI | Director | Audit; HR & Compensation | No Warfield-specific related-party transactions disclosed in MPAA’s 2025 proxy . |
Expertise & Qualifications
- Significant experience in strategic planning, senior leadership, human resources/compensation, and industry knowledge (automotive/industrial); significant marketing/sales/business development experience; “some” ESG/climate risk and shareholder advocacy experience per MPAA’s skills matrix .
- International operating background (11 years in Europe at Gates); aftermarket and private equity portfolio advisory experience .
Equity Ownership
| Measure | As of FY2024 Proxy (7/16/2024) | As of FY2025 Proxy (7/16/2025) |
|---|---|---|
| Beneficially owned shares | 2,000; <1% of outstanding | 21,174; <1% of outstanding |
| Unvested RSUs | — | 15,570 unvested RSUs as of 3/31/2025 |
| Hedging/Pledging | Prohibited by company policy (directors and officers) | |
| Stock ownership guidelines | Directors must own stock equal to 3x annual cash retainer within ~5 years of joining Board | |
| Compliance status | Not specifically disclosed; five-year window applies to directors (joined 1/26/2022) |
Governance Assessment
-
Signals supporting investor confidence
- Independence affirmed; service on the Compensation Committee with five meetings in FY2025; no compensation committee interlocks reported .
- Attendance: at least 75% of Board/committee meetings in FY2025; all directors attended the 2024 annual meeting .
- Ownership alignment: director stock ownership guidelines (3x retainer within ~5 years); prohibitions on hedging/pledging; annual director RSUs with one-year vesting .
- Shareholder support: Annual say-on-pay approved (For 13,599,661; Against 176,766; Abstain 574,938; Broker non-votes 2,242,223) and Warfield re-elected with strong support (For 14,273,330; Against 73,857; Withheld 4,178) at the Sept. 4, 2025 meeting .
-
Watch items and potential red flags
- Late Section 16 filing: one transaction for Ms. Warfield filed late on Nov. 26, 2024 (company submits filings on behalf of insiders) .
- APC Automotive Technologies Chapter 11 during her CEO tenure (experience with restructuring can be viewed positively or as a risk factor depending on context) .
- Related-party exposure: 2025 proxy discloses related-party items for others (Bison/Trussler) but none specific to Warfield; Board reaffirmed her independence .
-
Compensation structure quality
- Director pay is predominantly a mix of cash retainer plus time-based RSUs (no performance-linked metrics for directors), consistent with peer practice and reviewed by WTW in FY2022; no meeting fees; clear committee chair/member retainers .
Director Compensation (Detail)
| Component | FY2024 | FY2025 |
|---|---|---|
| Annual RSU grant (program) | Targeted at ~$100,000 grant-date value; one-year vest | Reported value $90,929 for Warfield; one-year vest |
| Cash retainer + committee member retainer | Structure: $62,500 + $7,500 for Compensation Committee member | Warfield cash received: $66,792 total (reflects structure and timing) |
Insider Filing Note
| Date | Item | Note |
|---|---|---|
| 11/26/2024 | Section 16 Form 4 (late) | Company disclosed one late filing for Ms. Warfield for FY2025 . |
Compensation Committee Analysis
- Members: Jeffrey Mirvis (Chair), Anil Shrivastava, Patricia (Tribby) W. Warfield; five meetings in FY2025 .
- Scope: Oversees executive compensation, HCM, succession planning, and clawback administration; no interlocking relationships reported .
- Board pay program previously assessed by WTW (FY2022); standard structure maintained (cash + time-based RSUs) .
Other Directorships & Interlocks (Shareholder context)
- Overboarding: MPAA states none of its directors serve on more than three public boards (supports capacity/engagement) .
- No Warfield-specific related-party transactions disclosed in 2025 proxy; independence affirmed .
Say-on-Pay & Shareholder Feedback
- 2025 Annual Meeting (Sept. 4, 2025): Say-on-pay approved (For 13,599,661; Against 176,766; Abstain 574,938; Broker non-votes 2,242,223) .
- Director elections: Warfield received 14,273,330 votes “For,” 73,857 “Against,” 4,178 “Withheld,” indicating strong support .
Expertise & Qualifications
- Significant: Strategic planning; senior leadership; HR/compensation; industry experience; marketing/sales/business development. Some: ESG/climate risk; shareholder advocacy .
- Education: BBA, cum laude (National University, San Diego) .
Equity Ownership Summary
| Date | Shares Beneficially Owned | % of Class |
|---|---|---|
| 07/16/2024 | 2,000 | <1% |
| 07/16/2025 | 21,174 | <1% |
| 03/31/2025 (unvested) | 15,570 RSUs | — |
Governance Assessment (Bottom Line)
- Strengths: Independent, active committee service, strong attendance, clear ownership alignment policies, and broad operational/PE-backed transformation experience; strong shareholder support in 2025 elections and say-on-pay .
- Caution: One late insider filing and association with a prior Chapter 11 at APC; monitor continued ownership accumulation toward guideline and ongoing Compensation Committee practices given MPAA’s strategic and capital structure context .