Alisa Norris
About Alisa C. Norris
Alisa C. Norris is Presiding Independent Director of Standard Motor Products (SMP), serving in this role since May 2023 and on the Board since October 2012; she is age 55 as disclosed in the latest proxy . She holds an MBA from Harvard Business School and a BA from Trinity College (Phi Beta Kappa) . Her career spans senior roles in marketing, digital transformation, and human capital, and she has been recognized as a 2023 “Director to Watch” and among BoardProspects’ 2025 “100 Women Leaders in the Boardroom” .
Past Roles
| Organization | Role | Tenure (if disclosed) | Committees/Impact |
|---|---|---|---|
| JDRF International | Chief Marketing & Communications Officer | — | Led marketing, communications, and digital growth/digital transformation |
| R.R. Donnelley & Sons Company | Chief Marketing Officer | — | Responsible for all marketing and communications |
| Opera Solutions, LLC (predictive analytics) | Chief People Officer | — | Led global staff operations and human capital management |
| Zeborg, Inc. | Founding member and Senior Vice President | — | Strategy/leadership in a procurement analytics startup |
| Mitchell Madison Group | Strategy consultant and Partner | — | Strategy and operations advisory |
External Roles
| Organization | Role | Governance/Committee Roles |
|---|---|---|
| Vita‑Mix Corporation | Director; Lead Independent Director | Chair, Compensation and Human Capital Management Committee |
| CP Direct (private) | Director | Board member |
Board Governance
- Presiding Independent Director: Serves as principal liaison between the Chair/CEO and independent directors; presides over executive sessions; can call meetings of independent directors and retain advisors; elected annually by majority of independent directors .
- Committee assignments: Member of Audit; Compensation & Management Development; Nominating & Corporate Governance; and Strategic Planning Committees (i.e., all four board committees) .
- Independence: Board has affirmatively determined all directors other than Eric P. Sills (CEO/Chair) and James J. Burke (COO) are independent (includes Norris) .
- Attendance: In 2024 the Board met 13 times; all directors attended at least 75% of Board/committee meetings; all attended the 2024 annual meeting .
- Executive sessions: Independent directors meet in executive session at each Board meeting; Presiding Independent Director chairs those sessions .
- Anti‑hedging/pledging: Directors and employees are prohibited from hedging or pledging company stock .
Fixed Compensation (Non‑Employee Director Program; Norris actuals)
| Component | 2024 Amount (Norris) | Program Terms |
|---|---|---|
| Cash fees | $115,000 | Annual cash retainer $90,000; additional $25,000 retainer for Presiding Independent Director; committee chair retainers: Audit $20,000; Comp/Gov/Strategic Planning $15,000 each |
| Equity (grant-date fair value) | $92,160 | 2024 structure: annual equity retainer in common stock valued at $65,000; plus 1,000 shares of restricted stock (RS) (vesting one year) |
| Total 2024 | $207,160 | — |
| 2025 changes (effective 2025 annual meeting) | — | Annual cash retainer increased to $95,000; equity retainer changed to a single restricted stock award valued at $125,000 (replaces $65,000 stock + 1,000 RS) |
| Director equity program cap | — | Aggregate annual cap per non‑employee director (cash + equity) not to exceed $700,000 total value |
Performance Compensation (Director Equity Terms)
| Grant Type | Value / Shares | Vesting | Notes |
|---|---|---|---|
| 2024 Director RS award | 1,000 shares (grant-date FMV $27.16/share; $27,160 total) | 1‑year cliff vest from grant date | Standard annual director RS in 2024 program |
| 2024 Equity retainer (common stock) | $65,000 value | N/A (delivered as common stock) | Part of 2024 program design |
| 2025 Director RS award | $125,000 value, granted at annual meeting | Vests on earlier of one year or next annual meeting ≥50 weeks apart | Applies to each non‑employee director annually |
Director equity is time‑based; there are no performance metrics for director equity awards (only minimum vesting/acceleration provisions per plan) .
Other Directorships & Interlocks
- Public/Private boards: Vita‑Mix (Lead Independent Director; Chair Comp/HCM), CP Direct (Director) .
- Compensation interlocks: The company discloses no compensation committee interlocks or insider participation in 2024 (all members independent) .
- Related‑party transactions: No related‑party transactions disclosed involving Norris; 2024 and 2025 proxies list related‑party items for others (e.g., CLO’s family member; Chairman Emeritus retainer) but none for Norris .
Expertise & Qualifications
- Board leadership and governance: Presiding Independent Director; previously chaired Compensation & Management Development Committee (transitioned in May 2023) .
- Strategic, marketing, digital transformation: Led first‑time strategy and brand positioning initiatives and digital transformations at JDRF and R.R. Donnelley .
- Human capital/talent: Former Chief People Officer at Opera Solutions; expertise in organizational change and high‑performance cultures .
- Recognitions: Directors & Boards “Directors to Watch” (2023); BoardProspects “100 Women Leaders in the Boardroom” (2025) .
Equity Ownership
| As of | Beneficial Ownership (SMP common) | Source |
|---|---|---|
| Apr 6, 2023 | 19,458 shares | 2023 DEF 14A |
| Apr 5, 2024 | 22,213 shares | 2024 DEF 14A |
| Apr 4, 2025 | 25,247 shares | 2025 DEF 14A |
| Unvested Director RS at Year‑End | Shares | Source |
|---|---|---|
| Dec 31, 2023 | 1,000 | 2024 DEF 14A |
| Dec 31, 2024 | 1,000 | 2025 DEF 14A |
- Hedging/pledging: Company policy prohibits both hedging and pledging of company stock by directors and employees .
- Director stock ownership guidelines: Company discloses guidelines for independent directors (existence) but without a specific multiple disclosed in proxy; guidelines include post‑vesting holding periods (executive program details also disclosed) .
Insider Trades (Form 4 since 2024)
| Filing Date | Transaction Date | Type | Shares Acquired | Post‑Transaction Ownership | Link |
|---|---|---|---|---|---|
| 2025‑05‑16 | 2025‑05‑15 | A – Award (director equity) | 4,230 | 29,477 | https://www.sec.gov/Archives/edgar/data/93389/000009338925000048/0000093389-25-000048-index.htm |
| 2024‑05‑17 | 2024‑05‑16 | A – Award (director equity) | 3,024 | 25,247 | https://www.sec.gov/Archives/edgar/data/93389/000009338924000008/0000093389-24-000008-index.htm |
(Data from insider‑trades skill; post‑transaction holdings reflect Form 4 reporting)
Governance Assessment
- Strengths: Independent leadership as Presiding Independent Director with clear authority and executive‑session oversight ; full committee coverage (broader Board insight) ; independence affirmed by the Board ; strong attendance (≥75%) and annual meeting participation ; robust anti‑hedging/pledging policy ; director pay program changes align with governance best practices (clear annual RS grant, non‑employee director cap of $700k) .
- Alignment and incentives: Regular annual equity grants with one‑year vesting drive alignment; no option awards or repricing allowed under the 2025 plan .
- Red flags observed: None disclosed for Norris—no related‑party transactions, no hedging/pledging allowed, and no committee interlocks reported .
- Shareholder sentiment context: Recent Say‑on‑Pay support at 99% of votes cast indicates broad support for compensation governance, reflecting positively on Compensation Committee oversight during her board tenure .
</analysis tables and citations used above>