Susan R. Bell
About Susan R. Bell
Susan R. Bell, age 62, has served as an independent director of Marine Products Corporation since 2021; her current Class III term expires at the 2025 annual meeting . She is a retired Partner from Ernst & Young LLP (EY) with a 36-year public accounting career; she led EY’s Southeast Risk Advisory practice and served as the Atlanta Office Managing Partner. She began her career at Arthur Andersen LLP in 1984 and was an audit partner from 1996 to 2002. Bell holds a Bachelor of Professional Accountancy from Mississippi State University and is a CPA in Georgia and Tennessee .
Past Roles
| Organization | Role | Tenure / Dates | Committees / Impact |
|---|---|---|---|
| Ernst & Young LLP | Partner; Southeast Risk Advisory leader; Atlanta Office Managing Partner | Retired 2020; 36-year public accounting career | Led risk advisory; deep audit and advisory leadership |
| Arthur Andersen LLP | Audit Partner | 1996–2002; with firm since 1984 | Audit leadership; foundation in public company auditing |
External Roles
| Company | Role | Committees / Chair | Notes |
|---|---|---|---|
| Rollins, Inc. | Director | Audit Committee Chair | Additional interlocks with MPX directors present at Rollins |
| First Advantage Corporation | Director | Audit Committee Chair; Compensation Committee member | Multi-committee governance experience |
| RPC, Inc. | Director | Audit Committee member | MPX has related-party ties to RPC; committee oversight critical |
Board Governance
- Committee assignments (MPX): Audit Committee member; not on Executive, Human Capital Management & Compensation, or Nominating & Corporate Governance Committees .
- Attendance and engagement: Each incumbent director attended at least 75% of aggregate Board and committee meetings in 2024; all directors attended the prior annual meeting .
- Independence: Board-designated independent director; independent directors include Bell, Nix, Gunning, and Wilson .
- Board structure and risk oversight: Audit Committee oversees cybersecurity and ESG reporting disclosures/internal controls ; MPX board leadership includes Executive Chairman, CEO, and Lead Independent Director model .
- Controlled company context: MPX has elected NYSE “controlled company” status; a Rollins family control group holds over 50% voting power, affecting committee independence requirements .
Fixed Compensation
| Component (Directors) | 2024 Program Amounts | Susan R. Bell – 2024 Actual |
|---|---|---|
| Board cash retainer | $50,000 | $81,000 cash fees |
| Equity retainer (fully vested shares) | $50,000; granted third business day after annual meeting | $50,000 stock awards |
| Committee membership fees | Audit member: $6,000; HCM & Comp: $3,000; Nominating: $2,000 | Included within cash total |
| Committee chair fees | Audit Chair: $20,000; Lead Director: $10,000 | Not applicable (member only) |
| Options / meeting fees | No options; no meeting fees disclosed | None |
| Total (2024) | — | $131,000 |
Performance Compensation
| Performance-linked elements for directors | Terms / Metrics | 2024 Detail |
|---|---|---|
| None disclosed for director compensation | Director equity is fully vested common shares; no options; no performance metrics tied to director pay | Equity retainer vests immediately as granted |
Director stock ownership guidelines: Non-employee directors must beneficially own at least 3x the annual equity retainer (i.e., $150,000 equivalent) within five years of board appointment; shares granted by the company cannot be sold for one year and until guideline compliance is achieved .
Other Directorships & Interlocks
| Interlock Type | Description |
|---|---|
| Cross-board service | Independent directors Bell, Nix, Gunning, and Wilson serve on RPC, Inc. and/or Rollins, Inc.; Rollins family directors/control group have significant influence at RPC and Rollins . |
| Independence conclusion | Board unanimously concluded these relationships do not impair independence based on experience, character, and independent means; Audit Committee members remain independent under heightened standards . |
| Related party oversight | MPX’s Nominating & Corporate Governance Committee (or independent subcommittee) pre-approves related party transactions . |
Expertise & Qualifications
- CPA (Georgia, Tennessee) and summa cum laude accounting degree; extensive audit, advisory, and risk oversight experience .
- Chairs audit committees at two public companies (Rollins, First Advantage) and serves on audit (RPC) and compensation (First Advantage) committees—strong governance skill set .
- Board acknowledges her simultaneous service on four public company audit committees does not impair effectiveness (overboarding review) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Susan R. Bell | 12,608 | <1% | Beneficial ownership as of Feb 28, 2025 |
- Director stock ownership guideline: 3x equity retainer within five years (Bell appointed 2021; guideline period through 2026). Compliance status not specifically disclosed .
Insider Trades (Section 16)
| Date | Form | Transaction | Shares | Vesting / Terms |
|---|---|---|---|---|
| Apr 25–28, 2025 | Form 4 | Stock award (grant) | 9,882 | Equity compensation that vests immediately |
MPX Insider Policy prohibits hedging or pledging by directors and officers .
Governance Assessment
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Strengths:
- Deep audit/risk oversight credentials; CPA; extensive Big Four leadership; currently chairs audit committees at two public companies—supports robust financial reporting and controls .
- Independent; active Audit Committee member at MPX; board confirms attendance expectations met; all directors attended annual meeting .
- Ownership alignment encouraged via director ownership guidelines (3x equity retainer over five years) and immediate-vest equity retainer; hedging/pledging prohibited .
-
Potential conflicts/RED FLAGS to monitor:
- Overboarding risk: simultaneous service on four public company audit committees—Board explicitly concluded no impairment; nevertheless, workload and time commitments should be monitored, especially during concurrent audit cycles and incident responses .
- Controlled company governance: Rollins family control group (>50% voting power) with proposals that, if approved, enable annual director elections and allow removal without cause; controlling group could call special meetings and remove directors—heightens minority shareholder governance risk and board independence optics .
- Related-party exposure: MPX reimbursed RPC $1.1 million for administrative services and participates with RPC in 255 RC, LLC for corporate aircraft leases; Bell sits on RPC’s board—ensure rigorous independent committee review and fair terms continue .
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Signals for investor confidence:
- Board is advancing declassification and removal of supermajority provisions—aligns with common governance best practices; however, interaction with controlled company status requires continued scrutiny of shareholder rights post-amendments .
- Audit Committee oversight of cybersecurity and ESG disclosures is explicit and periodic; complements Bell’s risk background .