Carmine Broccole
About Carmine Broccole
Carmine J. Broccole is Chief Legal Officer (since September 2021) and Corporate Secretary (since 2006) at Standard Motor Products; previously General Counsel roles from 2004–2021 and Partner at Kelley Drye & Warren LLP; he holds a J.D. from Stanford Law School and a B.A. from Cornell University and is admitted to the New York and California Bars . Age 59 as of the proxy date; as Secretary he’s central to governance processes and shareholder communications . Company performance driving 2024 compensation decisions: net sales were $1,463.8M (up $105.6M YoY) and earnings from continuing operations were $53.6M ($2.41 diluted EPS) vs. $63.1M ($2.85) in 2023 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Standard Motor Products | General Counsel (then VP, SVP), Corporate Secretary | 2004–2021 (GC roles), Secretary since 2006 | Built and led the legal function; supported governance and compliance . |
| Kelley Drye & Warren LLP | Partner | Pre-2004 | Corporate and commercial legal expertise brought into SMP . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | None disclosed | — | — |
Fixed Compensation
Multi-year cash compensation (SCT disclosure):
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | $510,000 | $533,000 | $550,000 |
| Non-Equity Incentive (Bonus Paid) | $273,307 | $116,645 | $325,156 |
| All Other Compensation (incl. car allowance, benefit contributions) | $85,212 | $73,524 | $60,737 |
| Total Reported Compensation | $1,013,834 | $848,159 | $1,082,141 |
Perquisites and employer contributions (2024 detail):
- 401(k): $22,425; ESOP: $6,055; SERP: $26,697 .
Performance Compensation
Annual bonus structure and outcomes (2024):
- Short-term incentive weighting: Company financial performance 70% (Adjusted EPS improvement 75%; Adjusted Free Cash Flow Conversion 25%), MBO goals 30% .
- 2024 achievement: Financial component paid at 142.4% of target; MBO component at 98.6% of target .
- Carmine’s 2024 annual cash incentive target and cap: Target $251,620; Maximum $503,240; actual paid $325,156 .
Long-term incentives:
- 2024 grants: Standard RSU-equivalent restricted stock $60,000 → 1,915 shares; performance shares target equal to standard RS grant (1,915 target, 0–200% payout based on 3-year ROIC and Organic Sales Growth) .
- Performance share outcomes from prior cycles: 2021 grant paid at 68.3% (issued November 2024); 2022 grant earned at 50.7% (issuance expected November 2025) .
Performance compensation table (2024):
| Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| Adjusted EPS improvement | 52.5% of STI (75% of 70%) | Not disclosed | Contributed to 142.4% financial payout | Cash, paid for 2024 |
| Adjusted FCF Conversion | 17.5% of STI (25% of 70%) | Not disclosed | Contributed to 142.4% financial payout | Cash, paid for 2024 |
| MBO objectives (growth, ops, sustainability, tech readiness) | 30% of STI | Not disclosed | 98.6% payout | Cash, paid for 2024 |
| Performance Shares (2024 cycle) | n/a | ROIC (67%), Organic Sales Growth (33%) | 0–200% of target over 2024–2026 | 3-year performance; time-based vest |
Equity Ownership & Alignment
Beneficial ownership and alignment policies:
- Shares beneficially owned: 86,722; less than 1% of outstanding shares (22,741,511) .
- Stock Ownership Guidelines: CLO must hold shares equal to 50% of base salary; mandatory 2-year post-vest holding for standard restricted stock and performance shares (long-term retention awards exempt) .
- Hedging and pledging: Prohibited for all directors and employees .
Outstanding unvested equity at 12/31/2024 (market value at $30.98/share):
| Grant Date | Type | Unvested Shares | Market Value |
|---|---|---|---|
| 9/22/2022 | Performance Shares | 1,500 | $46,470 |
| 10/25/2023 | Performance Shares | 1,500 | $46,470 |
| 10/23/2024 | Performance Shares | 1,915 | $59,327 |
| 10/25/2023 | Restricted Stock (standard or retention) | 2,000 | $61,960 |
| 10/23/2024 | Restricted Stock (standard or retention) | 2,553 | $79,092 |
| 9/21/2021 | Restricted Stock (retention) | 2,500 | $77,450 |
| 9/29/2020 | Restricted Stock (retention) | 2,500 | $77,450 |
| 9/24/2019 | Restricted Stock (retention) | 2,000 | $61,960 |
| 10/11/2018 | Restricted Stock (retention) | 2,000 | $61,960 |
| 10/20/2017 | Restricted Stock (retention) | 2,500 | $77,450 |
| 10/20/2016 | Restricted Stock (retention) | 4,000 | $123,920 |
| 10/13/2015 | Restricted Stock (retention) | 4,000 | $123,920 |
| 10/7/2014 | Restricted Stock (retention) | 5,000 | $154,900 |
| 10/8/2013 | Restricted Stock (retention) | 5,000 | $154,900 |
| 10/9/2012 | Restricted Stock (retention) | 5,000 | $154,900 |
| 9/20/2011 | Restricted Stock (retention) | 5,000 | $154,900 |
| 12/1/2010 | Restricted Stock (retention) | 5,000 | $154,900 |
Vesting cadence and recent vesting:
- Standard restricted stock and performance shares vest on November 9 in the calendar year that includes the 3rd anniversary of grant; long-term retention restricted stock vests at ages 60 (25%), 63 (25%), 65 (balance) .
- 2024 vesting realized: 2,525 shares vested for Broccole (1,500 standard restricted + 1,025 performance shares), value $88,325 at $34.98/share on Nov 7, 2024 .
Insider selling pressure assessment:
- Near-term equity supply risk rises as Broccole turns 60 (age 59 currently), triggering 25% vesting of long-term retention awards which are exempt from the 2-year mandatory hold, potentially increasing saleable float post-tax withholding .
Employment Terms
Contracts and change-of-control economics:
- Severance agreements: None for Broccole; only COO has a severance agreement .
- Change-of-control treatment: If no replacement award is provided, stock options/SARs become exercisable and time-based awards vest; performance awards vest at “target.” Replacement awards must include accelerated vesting on termination without cause within two years post-CoC (double-trigger) .
- Estimated benefits upon termination following a change-in-control (as of 12/31/2024): SERP $1,039,991; early vesting value $1,749,379; total $2,789,370; no severance cash, no other benefits disclosed for Broccole .
- Clawback policy: Company will recover incentive-based compensation for three prior years upon a restatement due to material noncompliance with financial reporting requirements (NYSE Rule 10D-1) .
- Tax gross-ups: None in the new 2025 Omnibus Incentive Plan; repricing prohibited; minimum one-year vesting generally required .
Non-compete / non-solicit / garden leave: Not disclosed.
Compensation Structure Analysis
- Program design targets pay near market median for base, annual, and long-term incentives; pay outcomes vary with performance .
- Annual cash mix emphasizes company-level outcomes (70% financial, capped at 200% with carryforward at risk) to limit excessive risk-taking; MBOs at 30% .
- Long-term equity moved to grant-value approach using 20-day VWAP; performance shares tied to ROIC (67%) and Organic Sales Growth (33%) over three years, supporting durable value creation .
- Governance safeguards: clawback, stock ownership guidelines with post-vest holds, hedging/pledging prohibition, no option/SAR repricing .
Compensation Peer Group (Benchmarking)
- 2025 peer group includes industrial and auto suppliers (e.g., Dorman Products, Gentherm, Cooper-Standard, Helios Technologies, Fox Factory, VSE, etc.), updated with consultant advice (FW Cook) .
- Company references peer practices and internal equity to calibrate awards and targets .
Say-On-Pay & Shareholder Feedback
- Say-on-pay approved by 99% of votes cast in 2024, indicating strong shareholder support for the compensation program structure and outcomes .
Investment Implications
- Alignment: Broccole’s significant unvested equity and mandatory holding requirements for standard awards align incentives; hedging/pledging bans reduce misalignment risk .
- Near-term supply: Approaching age-60 triggers for retention awards (no post-vest hold) could modestly increase saleable shares as tranches vest, though tax withholding and corporate blackout periods may stagger supply .
- Pay-for-performance: Bonus outcomes reflected strong financial component (142.4%) even as EPS declined YoY, driven by design focusing on Adjusted EPS improvement and FCF conversion; long-term PS metrics (ROIC/Organic Growth) should tie awards to durable operating progress .
- Change-of-control economics: No severance cash for Broccole; value is concentrated in equity acceleration and SERP—sensitivity to stock price and plan terms; double-trigger protection via replacement awards moderates immediate windfall risk .