Philip Gay
About Philip Gay
Philip Gay, 67, has served on MPAA’s Board since November 30, 2004 and is the Audit Committee Chair; he is a retired CPA with a B.Sc. in Economics from the London School of Economics and has held CFO and CEO roles at multiple companies, including public company leadership stints, and is deemed independent under SEC and Nasdaq rules . The Board classifies Mr. Gay as a financial expert; the Audit Committee met four times in Fiscal 2025, and each director attended at least 75% of Board and committee meetings, with all directors attending the Sept. 5, 2024 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| California Pizza Kitchen | Chief Financial Officer | 1987–1994 | Financial leadership, reporting and controls |
| Wolfgang Puck Food Company | Chief Financial Officer | 1994–1996 | Financial leadership, reporting and controls |
| Color Me Mine; Diversified Food Group | COO/CEO positions | 1996–2000 | Operations and general management |
| El Paso Energy | Independent Consultant | Mar 2000–Nov 2001 | Cost reduction initiatives in operations/manufacturing |
| Grill Concepts, Inc. | President, CEO, Director | Jul 2006–Jun 2010 | Public company leadership of upscale casual restaurant chain |
| Diego Pellicer Worldwide Inc. (public) | Director & CEO | Mar 2015–May 2015 | Public company CEO; governance exposure |
| Giggles N Hugs, Inc. (public) | Co-CEO | Apr 2018–Jan 2020 | Public company leadership; turnaround exposure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Paperchase | Partner | Since Oct 2022 | Global accounting/advisory firm; mid-cap financing/M&A support |
| Triple Enterprises (sold to Paperchase) | Managing Director | Oct 2010–Sep 2022 | Advisory firm operated in financing/M&A; sold to Paperchase |
| Laventhol & Horwath | Audit Manager | Prior career | Retired CPA; audit and accounting credentials |
Board Governance
- Committee Assignments: Audit Committee Chair; members are Gay (Chair), Ferguson, Shrivastava, Liebau; all are independent and designated financial experts under SEC rules .
- Independence: The Board affirms Gay is independent; Douglas Trussler is not independent due to the Bison convertible notes transaction .
- Attendance & Engagement: Board met seven times in Fiscal 2025; each director attended ≥75% of meetings; all directors attended the 2024 annual meeting .
- Risk Oversight: Audit Committee oversees financial reporting, internal controls, information and cyber security, and related person transactions; recommends auditor appointment (EY retained for FY ending Mar 31, 2026) .
- Executive Sessions: Independent directors meet without management following regularly scheduled Board meetings, formalized in Nov 2024 .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board cash retainer | $62,500 | No per-meeting fees |
| Audit Committee Chair retainer | $20,000 | Chair premium; non-chair audit members receive $10,000 |
| Total cash fees (Fiscal 2025) | $82,500 | Reported fees earned for Gay |
Performance Compensation
| Component | Grant Date Fair Value | Vesting | Notes |
|---|---|---|---|
| Annual RSU grant (Fiscal 2025) | $90,929 | One-year, time-based vesting | Aggregate grant-date fair value; RSUs vest on one-year anniversary; annual grant level increased from $65,000 to $100,000 starting Sept 13, 2021, with actual fair value for FY25 reflected above |
| Unvested RSUs held (as of Mar 31, 2025) | 15,570 shares | One-year vesting | Applies to non-employee directors other than Trussler/Shrivastava, who waived FY25 equity; no unvested options outstanding |
Performance metrics tied to director compensation: None disclosed; director equity awards are time-vested RSUs without performance conditions .
Other Directorships & Interlocks
| Company | Role | Current/Prior | Interlocks/Notes |
|---|---|---|---|
| Giggles N Hugs, Inc. | Co-CEO | Prior | Public company leadership; no current MPAA interlock disclosed |
| Diego Pellicer Worldwide Inc. | Director & CEO | Prior | Public company leadership; no current MPAA interlock disclosed |
- Current public company directorships: None disclosed for Gay in the nominee snapshot .
- Compensation Committee Interlocks: Company discloses no executive officer serves on the compensation committee or board of another company where MPAA Compensation Committee members are executive officers .
Expertise & Qualifications
| Category | Rating |
|---|---|
| Public Company Experience | Significant |
| Corporate Governance | Significant |
| Capital Allocation/Corporate Financing | Significant |
| Financial Literacy/Expertise | Significant |
| Senior Leadership | Some |
| Industry Experience (Automotive/Aftermarket) | Some |
| Cybersecurity/Data Privacy | Some |
| Marketing/Sales/Business Development | Some |
| International Business | Some |
| Legal/Regulatory/Public Policy | Some |
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Date/Context |
|---|---|---|---|
| Philip Gay | 65,154 | <1% | As of July 16, 2025; based on 19,352,135 shares outstanding |
- Ownership Guidelines: Non-employee directors must hold shares equal to 3x annual cash retainer within ~5 years; as of Mar 31, 2025, all non-employee directors except newer directors Warfield and Liebau met the guideline (implies Gay is compliant) .
- Hedging/Pledging: Insider Trading Compliance Policy prohibits short sales, certain hedging/monetization transactions, and pledging as collateral .
- Unvested vs. Vested: As of Mar 31, 2025, Gay held 15,570 unvested RSUs; no unvested options; options not counted for guideline compliance .
Insider Trades (Form 4)
| Transaction Date | Type | Shares | Price | Direct/Indirect | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|---|
| 2024-06-17 | Purchase | 5,000 | $5.3547 | — | 5,000 | |
| 2024-09-06 | RSU Award | 15,570 | $0 | — | 15,570 | |
| 2024-10-10 | RSU Vest (M-Exempt, to common) | 12,578 | $0 | D | 55,154 | |
| 2024-10-10 | RSU Disposal (M-Exempt) | 12,578 | $0 | D | 0 (RSUs) | |
| 2024-11-25 | Purchase | 5,000 | $7.02 | I | 5,000 (indirect) | |
| 2025-09-04 | RSU Vest (M-Exempt, to common) | 15,570 | $0 | D | 82,277 | |
| 2025-09-04 | Common Award | 1,553 | $0 | D | 66,707 | |
| 2025-09-05 | RSU Award | 6,882 | $0 | D | 6,882 (RSUs) | |
| 2025-09-04 | RSU Disposal (M-Exempt) | 15,570 | $0 | D | 0 (RSUs) |
Note: Post-transaction ownership reflects the “securitiesOwned” field in each filing; holdings vary across common stock and RSUs as reported in Form 4s [ReadFile insider trades JSON above].
Governance Policies Relevant to Conflicts and Alignment
- Related Person Transaction Policy: Transactions ≥$120,000 involving directors, officers, 5%+ holders, immediate family, or related entities require approval/ratification; annual Audit Committee status reports; certain transactions pre-approved (e.g., ordinary-course with ≤10% ownership; routine executive comp) .
- Insider Trading Compliance Policy: Prohibits short sales, hedging/monetization transactions, and pledging; supports alignment with shareholders .
- Clawback Policy: Company adopted Dodd-Frank compliant compensation recovery policy for Section 16 officers (cash and equity), triggered by financial restatement; applies to incentive compensation received on/after Oct 2, 2023 .
- Stock Ownership Guidelines: Directors must meet 3x cash retainer; compliance maintained despite stock price declines once met .
Director Compensation Mix (Fiscal 2025)
| Category | Cash ($) | Equity ($) | Total ($) |
|---|---|---|---|
| Philip Gay | 82,500 | 90,929 | 173,429 |
| Notes | Annual retainer + Audit Chair fee | Annual RSU grant (grant-date fair value); time-vested | Reported totals in Director Compensation table |
| Source |
Governance Assessment
-
Strengths
- Independence and financial expertise: Gay is independent and designated a financial expert; chairs an active Audit Committee (4 meetings in FY25) overseeing financial reporting, internal controls, cyber risk, auditors, and related party transactions—key for investor confidence .
- Engagement: Board-level attendance standards met; directors attended the annual meeting; independent executive sessions formalized in 2024, enhancing oversight quality .
- Alignment signals: Compliance with director stock ownership guidelines (3x retainer) and multiple open market purchases in 2024 indicate personal alignment with shareholders .
-
Watch Items
- External affiliations: Partner at Paperchase and prior ownership of Triple Enterprises; no related-party transactions disclosed with MPAA, but continued monitoring of any engagements with these entities is prudent given Audit Committee oversight of related person transactions .
- Equity awards are time-vested RSUs without performance conditions; while standard for non-employee directors, investors may prefer more performance-based structures—MPAA compensates with a mix of cash and equity and robust ownership guidelines to mitigate concerns .
-
RED FLAGS
- None disclosed regarding hedging/pledging (policy prohibits both), loans, or related party transactions involving Gay; no attendance shortfalls noted; no repricing/modification of director equity awards reported .