Cynthia Niekamp
PACCARAbout Cynthia A. Niekamp
Cynthia A. Niekamp, age 65, is an independent director of PACCAR Inc since 2023, with a background spanning senior operating leadership and finance in the automotive and industrial sectors . She holds an M.B.A. from Harvard University and a B.S. with distinction in Industrial Engineering from Purdue University, and previously served as Senior Vice President of Automotive Coatings at PPG Industries and in executive roles at BorgWarner and MeadWestvaco/WestRock .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PPG Industries, Inc. | VP Automotive Coatings; Senior VP Automotive Coatings | 2009–2016 | PPG Operating Committee member (2010–2016) |
| BorgWarner Inc. (TorqTransfer Systems) | President & General Manager | 2004–2008 | Led engineered 4WD systems division; global OEM customer base |
| MeadWestvaco (now WestRock) | CFO; SVP Strategy & Specialty Operations; VP Corporate Strategy & Planning | 1995–2004 | Finance leadership and corporate strategy execution |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ball Corporation | Director | 2016–Present | Global metal packaging provider |
| Magna International Inc. | Director | 2014–2022 | Prior public company directorship |
| Cooper Tire & Rubber Company LLC | Director | 2011–2014 | Prior public company directorship |
| Rockwood Holdings, Inc. | Director | 2006–2009 | Prior public company directorship |
| Delphi Corporation | Director | 2003–2005 | Prior public company directorship |
Board Governance
- Independence: The Board determined Ms. Niekamp was independent under Nasdaq Rule 5605(a)(2) in 2024 .
- Committee assignments: Compensation Committee member (Committee members in 2024: K.S. Hachigian—Chair; C.A. Niekamp; L.A.S. Pretti; G. Ramaswamy) . She also served on the Compensation Committee in 2023 .
- Attendance and engagement: The Board met four times in 2024; each member attended at least 75% of combined Board and committee meetings; all directors attended the April 2024 annual meeting .
- Board leadership: Independent Lead Director is Mark A. Schulz (three-year term beginning January 2023); Board regularly meets in executive session without management; hedging/pledging of PACCAR stock by directors is prohibited .
Committee Snapshot (2024)
| Committee | Role | Meetings (2024) |
|---|---|---|
| Compensation Committee | Member | 5 meetings |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $95,769 | $143,750 |
| All Other Compensation ($) | $10,000 (matching gifts and foundation donation) | $10,000 (matching gifts and foundation donation) |
- Program details: Annual director cash retainer increased from $125,000 to $140,000 effective October 1, 2024; Audit Committee membership retainer $20,000; Compensation and Nominating & Governance Committee membership retainer $15,000; Lead Director retainer $40,000 (from $30,000); Audit Chair $25,000; Comp and N&G Chairs $17,500; paid quarterly; prorated for partial-year service .
- Deferrals: Directors may elect to defer fees to income or stock unit accounts under the director RSDC Plan; Ms. Niekamp was not listed among directors deferring fees in 2024 .
Performance Compensation
| Equity Component | 2023 | 2024 |
|---|---|---|
| Stock Awards (Grant Date Fair Value, $) | $123,794 (prorated for April 25, 2023 start) | $165,010 |
| Unvested RSUs at Year-End (#) | 1,655 (as of Dec 31, 2023) | 3,360 (as of Dec 31, 2024) |
- 2025 program change: Standard annual director equity grant increased to $175,000 in restricted stock or RSUs effective January 1, 2025 (determined by first-business-day closing price; rounded up to whole shares; prorated for new directors) .
- Vesting schedule: Restricted shares/RSUs vest three years after grant or upon retirement, death, or disability; RSUs receive dividend equivalents and have no voting rights; restricted shares receive dividends and voting rights .
- Options: The non-employee director program provides restricted stock/RSUs, not stock options .
Other Directorships & Interlocks
| Company | Relationship to PACCAR | Potential Interlock/Conflict Notes |
|---|---|---|
| Ball Corporation | Customer/Supplier overlap not disclosed | No related-person transaction involving Ms. Niekamp is disclosed in the cited proxy sections; Audit Committee reviews any related-person transactions per policy . |
- Compensation consultant independence: The Compensation Committee retained Mercer for executive compensation benchmarking; Mercer also provided other services to PACCAR, and the Committee conducted an independence assessment and found no conflict of interest .
Expertise & Qualifications
- Automotive and industrial leadership: Senior operating leadership at PPG (automotive coatings), BorgWarner (drivetrain systems), and finance/strategy at MeadWestvaco/WestRock .
- Education: M.B.A. Harvard; B.S. Industrial Engineering (with distinction) Purdue .
- Board experience: Current director at Ball; prior board service at Magna, Cooper Tire, Rockwood Holdings, and Delphi .
Equity Ownership
| Metric | As of Dec 31, 2023 | As of Dec 31, 2024 / Mar 4, 2025 |
|---|---|---|
| Beneficial Ownership (Shares) | — | 5,403 (March 4, 2025) |
| Percent of Class | — | <1% (“does not exceed one percent”) |
| Deferred Stock Units (RSDC Plan) | — | 5,259 (to be settled in common shares) |
| Unvested RSUs | 1,655 | 3,360 |
| Hedging/Pledging Policy | Prohibited for directors | Prohibited for directors |
| Ownership Guideline | Hold ≥5x annual cash retainer; five years to attain | Hold ≥5x annual cash retainer; five years to attain |
Governance Assessment
- Positive signals: Independent director with deep automotive/manufacturing and finance credentials; active member of the Compensation Committee (5 meetings in 2024), indicating engagement in pay-for-performance oversight . Attendance met the 75% threshold and she attended the annual meeting, supporting board effectiveness . Director stock ownership guidelines and the prohibition on hedging/pledging strengthen alignment and risk control .
- Alignment and ownership: Beneficial ownership of 5,403 shares and 5,259 deferred stock units as of March 4, 2025, with unvested RSUs outstanding; as a 2023 appointee, she remains within the five-year window to meet the 5x retainer ownership guideline, a point for continued monitoring of “skin-in-the-game” progression .
- Conflicts and red flags: No related-person transactions specific to Ms. Niekamp are indicated in the cited disclosures, and the Compensation Committee’s consultant independence assessment found no conflicts; director program uses time-based RSUs—not options—limiting risk of repricing red flags .