Jerry W. Nix

About Jerry W. Nix

Jerry W. Nix (age 79) is Lead Independent Director at Marine Products Corporation (MPX) and has served on the Board since 2020. He is Chair of the Human Capital Management & Compensation Committee, Chair of the Nominating & Corporate Governance Committee, and a member of the Audit Committee; he presided over executive sessions of independent directors in 2024. Nix retired from Genuine Parts Company as Vice Chairman (2005–2013) and CFO (2000–2013), previously served as EVP (2000–2005), was an auditor with Ernst & Young (1974–1978), and a pilot in the U.S. Air Force (1968–1974). He holds a B.S. in Education (Mississippi State University) and a B.S. in Accounting (University of Florida) .

Past Roles

External Roles

Board Governance

• Independence: Board identifies Nix as independent under NYSE and SEC rules; Audit Committee members (including Nix) are independent and meet heightened standards .
• Lead Independent Director: Nix served as Lead Independent Director and presided over executive sessions of non-management/independent directors in 2024 .
• Attendance: Each incumbent director attended at least 75% of aggregate Board and committee meetings in 2024; all attended the Annual Meeting .

• Audit Committee financial expertise: All Audit members except John F. Wilson are “Audit Committee Financial Experts,” implying Nix is an A/CFE .
• ESG oversight: Nominating & Governance monitors ESG practices; Compensation oversees human capital; Audit oversees cybersecurity and ESG reporting .
• Director communications: Investors can contact the Board and Lead Independent Director via Mr. Nix c/o Internal Audit, 2801 Buford Hwy NE, Suite 300, Atlanta, GA 30329 .

Fixed Compensation

2024 Non-Employee Director Compensation Program (structure):

• Board member cash retainer: $50,000; Lead Director retainer: $10,000 .
• Committee chair/member annual cash retainers:
  • Audit: Chair $20,000; Member $6,000 .
  • Human Capital Mgmt & Compensation: Chair $10,000; Member $3,000 .
  • Nominating & Corporate Governance: Chair $6,000; Member $2,000 .
• Equity retainer: $50,000 in fully vested common shares; granted third business day after Annual Meeting .
• 2025: No changes to program .

Performance Compensation

MPX does not disclose performance-based pay for directors; equity grants to directors are fully vested shares. As Chair of the Compensation Committee, Nix oversees executive pay where:

• Annual incentives primarily use EBITDA as the performance metric; 2024 payouts based on cash flow generation and profitability (EBITDA) .
• Long-term incentives include PSUs with absolute and relative TSR performance goals to align with shareholder value creation .

Other Directorships & Interlocks

• Interlocks: MPX independent directors (including Nix) have served on Boards of Rollins, Inc. and RPC, Inc.; Rollins family and affiliates are a control group with voting control over RPC and significant ownership in Rollins, Inc. The MPX Board concluded these relationships do not impair independence for the independent directors .
• Controlled company: MPX relies on NYSE “controlled company” exemptions (e.g., committee composition requirements), but maintains written charters for Compensation and Nominating committees .

Expertise & Qualifications

• Financial leadership as CFO and Vice Chairman at Genuine Parts, auditor experience at Ernst & Young, and leadership background from U.S. Air Force service .
• Audit Committee Financial Expert designation supports oversight of reporting, controls, and audit quality .

Equity Ownership

• Director stock ownership guidelines: Non-Employee Directors must own, within five years of appointment, stock equal to 3x the annual equity retainer; sale of company-granted shares prohibited for one year and until guideline compliance .
• Hedging/pledging: Prohibited for directors and officers under Insider Trading Policy .

Insider trades (Form 4):

Governance Assessment

• Strengths:

  • Lead Independent Director presiding over executive sessions; multiple committee chair roles (Compensation; Nominating) and Audit membership increase board effectiveness .
  • Audit Committee independence and A/CFE designation support robust financial oversight .
  • Clear prohibitions on hedging/pledging, clawback policy compliant with SEC/NYSE rules, and established ownership guidelines align interests .
  • Director compensation is moderate and equity is fully vested at grant, supporting alignment without complex option structures .

• Risks and RED FLAGS:

  • Controlled company status and extensive related-party ties with RPC and Rollins control group create potential perception of conflicts; although reviewed, investors should scrutinize independence in practice .
  • Related-party transactions include shared services with RPC ($1.1 million in 2024) and a jointly owned aircraft LLC with operating costs (~$190,000 in 2024); approval is via Nominating & Governance or its independent subcommittee, but ongoing ties warrant monitoring .
  • Concentrated ownership: Directors and officers as a group own ~75.2% of shares; control group at ~69.6%—limits minority influence on governance changes (e.g., declassification proposals requiring 66.7%) .

• Shareholder feedback:

  • Say-on-Pay: Substantial majority approval in 2023; next vote scheduled for 2026, indicating general support for compensation framework overseen by Nix’s committee .