Dale Burks
About Dale Burks
Chief Commercial Officer & Executive Vice President at Standard Motor Products (SMP) since March 2016, age 65. Career at SMP since 1984 across commercial, sales, and temperature control leadership roles; education includes executive programs at Michigan Ross and Northwestern Kellogg and a B.S. from Oregon State University . Company 2024 results contextualizing incentive outcomes: net sales rose to $1,463.8M from $1,358.3M, while diluted EPS from continuing operations declined to $2.41 from $2.85, framing mixed top-line growth and earnings pressure used in incentive determinations .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Standard Motor Products | Chief Commercial Officer & EVP | Mar 2016–present | Oversees commercial strategy and growth across segments |
| Standard Motor Products | VP, Global Sales & Marketing | 2013–Mar 2016 | Led global sales/marketing execution |
| Standard Motor Products | VP, Corporate Sales & Marketing | 2011–2013 | Corporate sales/marketing leadership |
| Standard Motor Products | VP, Temperature Control Division | 2006–2011 | Led TC division operations and growth |
| Standard Motor Products | General Manager – Temperature Control Division | 2003–2006 | Division P&L and execution |
| Standard Motor Products | Director – Sales & Marketing; Regional/Territory Manager | 1984–2003 | Progressive commercial leadership roles |
External Roles
- No external public company directorships or outside executive roles disclosed for Mr. Burks in the proxy .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base salary ($) | 557,000 | 582,000 | 599,000 |
| All other compensation ($) | 108,384 (primarily auto allowance, 401k/ESOP/SERP) | 89,189 | 72,772 |
| Company 401(k) contribution ($) | — | — | 22,425 |
| ESOP contribution ($) | — | — | 6,055 |
| SERP company contribution ($) | — | — | 35,703 |
Notes: The Compensation Committee approved 3% base salary increases for NEOs for 2024; no base salary changes for 2025 .
Performance Compensation
Annual Cash Incentive (Short-Term) – 2024 Design and Outcome
| Component | Metric detail | Weight | Target ($) | Actual payout factor | Paid ($) |
|---|---|---|---|---|---|
| Company financial | Adjusted EPS YoY improvement (75% of financial) and Adjusted FCF Conversion (25% of financial) | 70% | 381,440 | 142.4% of target (financial portion) | 492,916 |
| Management by Objectives (MBO) | Market growth, ops cost/margin/fulfillment improvements, sustainability & culture (Scope 1–2 GHG, energy, waste, recycling), SMP Cares/safety/engagement, tech readiness | 30% | Included in target above | 98.6% of target (MBO portion) | Included in paid above |
- Plan mechanics: Annual cap 200% of target; any excess up to 300% can carry forward and is at-risk for forfeiture next year; incentives are based on corporate results (constrains individual risk-taking) .
Long-Term Incentives (Equity) – 2024 Grants
| Grant date | Award type | Shares/Target | Grant date fair value per share | Total grant date fair value | Vesting |
|---|---|---|---|---|---|
| 10/23/2024 | Performance Shares (target) | 2,553 | $23.46 | $59,893 | 3-year performance; metrics: ROIC (67%) and Organic Sales Growth (33%); payout 0–200% of target; vests/settles Nov 9 of the year including 3rd anniversary if earned |
| 10/23/2024 | Restricted Stock (standard) | 2,553 | $23.46 | $59,893 | 3-year cliff; vests Nov 9, 2027 |
| 10/23/2024 | Restricted Stock (long-term retention) | 2,553 | $22.09 | $56,396 | 25% at age 60, 25% at 63, balance at 65; if over 65 at grant, one-year vest |
Historical PSU outcomes:
- 2021 PSU cycle (2021–2023) paid at 68.3% of target; shares issued Nov 2024 (reported in “Stock Vested 2024”) .
- 2022 PSU cycle (2022–2024) earned at 50.7% of target; shares to be issued Nov 2025, subject to time-based conditions .
Vested in 2024 (realized):
- Shares vested: 4,366; value realized on vesting: $152,723 (includes 2,000 standard RS, 1,366 PSUs from 2021 cycle, and 1,000 retention RS) .
Compensation Philosophy and Peer Context
- Mix emphasizes base, annual cash tied to Adjusted EPS/FCF and MBOs, and LTI in RS/PSUs; no stock options granted in 2024 and currently intend only RS/PSUs going forward .
- 2024 say-on-pay support: 99% approval, indicating investor acceptance of pay structure .
- 2025 benchmarking peer group includes: Astec, Atmus Filtration, Barnes, Columbus McKinnon, Cooper-Standard, CTS, Dorman, Enpro, Fox Factory, Gentherm, Helios, Kimball Electronics, Methode Electronics, Motorcar Parts of America, Park-Ohio, Shyft, Stoneridge, VSE .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 62,656 SMP shares; <1% of outstanding (22,741,511 shares outstanding as of Apr 4, 2025) |
| Unvested restricted stock (total) | 36,384 shares as of 12/31/2024 (used for CO vesting estimate) |
| Unearned performance shares outstanding | 2,000 (2022 grant), 2,000 (2023 grant), 2,553 (2024 target) |
| 2024 vesting realized | 4,366 shares vested; $152,723 realized value at $34.98 on 11/7/2024 |
| Stock ownership guidelines | CCO expected to hold shares equal to 100% of base salary; mandatory 2-year post-vest holding (excludes long-term retention awards) |
| Hedging/pledging | Prohibited for all directors and employees (reduces misalignment/forced-sale risk) |
| Option overhang | Company uses RS/PSUs; no director/NEO option awards outstanding as of 12/31/2024 |
Insider selling pressure/vesting calendar indicators:
- Standard RS grants vest on Nov 9 following the third anniversary (e.g., 2022 grant vests 11/9/2025; 2023: 11/9/2026; 2024: 11/9/2027), often triggering tax-related share withholding/sales around those dates .
- Long-term retention RS vest at age milestones (60/63/65); at age 65, remaining tranches vest, increasing near-term share delivery potential (Burks is 65) .
Employment Terms
| Term | Detail |
|---|---|
| Employment/CIC agreements | No individual severance or change-in-control agreement for Mr. Burks (only COO Burke has one) . |
| Plan-based CIC treatment (equity) | If no “Replacement Award” and shares not trading, time-based awards vest upon CO; performance awards vest at target; if Replacement Award given and shares continue trading, awards continue, with double-trigger acceleration if terminated other than for cause within 2 years post-CO . |
| Estimated CO termination benefits (12/31/2024) | SERP: $1,395,412; Early vesting of restricted stock: $1,127,176; Total: $2,522,588 (no separate severance agreement amount) . |
| Clawback policy | NYSE/SEC 10D-1 compliant; 3-year recoupment window after restatement for current/former executives . |
| Anti-hedging/pledging | Hedging and pledging of SMP stock prohibited . |
| Excise tax gross-ups | None; plan provides cutback to avoid 280G excise tax; no gross-up payments . |
| Insider trading policy | Includes blackout periods, 10b5-1 controls, and anti-hedging/pledging; filed with 10-K as Exhibit 19 . |
Nonqualified deferred compensation (SERP) status:
- 2024 Company contribution: $55,211; 2024 aggregate earnings: $208,048; year-end balance: $1,395,412 (no 2024 executive contribution reported) .
Performance Compensation – Detailed Metrics Table (2024)
| Metric | Weight | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Adjusted EPS YoY improvement | 52.5% of total STIP (75% of 70%) | Company-set target (not disclosed) | Achieved above target | Factor within 142.4% financial component | Annual cash, paid 2025 |
| Adjusted FCF Conversion | 17.5% of total STIP (25% of 70%) | Company-set target (not disclosed) | Achieved above target | Factor within 142.4% financial component | Annual cash, paid 2025 |
| MBOs (market growth, ops, sustainability, culture/engagement, tech readiness) | 30% | Qualitative/quantitative OKRs | Broadly achieved | 98.6% of target | Annual cash, paid 2025 |
| PSUs: ROIC | 67% of PSU target | 3-year average (2024–2026) | In flight | 0–200% scale | Vests/settles Nov 2027 if earned |
| PSUs: Organic Sales Growth | 33% of PSU target | 3-year average (2024–2026) | In flight | 0–200% scale | Vests/settles Nov 2027 if earned |
Compensation & Payout Summary (Burks)
| Year | Salary ($) | Target cash incentive ($) | Actual cash incentive ($) | RS/PSU grant-date value ($) | Total comp ($) |
|---|---|---|---|---|---|
| 2024 | 599,000 | 381,440 | 492,916 | 176,183 (Std RS 59,893; PSUs 59,893; Retention RS 56,396) | 1,340,871 |
| 2023 | 582,000 | — | 176,157 | 150,040 | 997,386 |
| 2022 | 557,000 | — | 413,183 | 171,695 | 1,250,262 |
Note: SMP targets cash incentive as a share of “total cash compensation” (~32%–39% of expected total cash); Burks’ 2024 target dollar amount is disclosed; actual payout reflects 142.4% financial and 98.6% MBO factors .
Equity Grant and Vesting Detail (Burks)
| As of 12/31/2024 | Count | Market value basis |
|---|---|---|
| Unvested restricted stock (aggregate) | 36,384 shares | Valued at $30.98 for CO estimates |
| Unearned PSUs outstanding | 2,000 (2022), 2,000 (2023), 2,553 (2024 target) | N/A until performance certified |
| 2024 grants – standardized terms | See LTI table above | Grant-date FV: $23.46 (Std RS/PSUs), $22.09 (Retention RS) |
| 2024 vesting realized | 4,366 shares vested; value $152,723 at $34.98 on 11/7/2024 | 2021 PSUs issued in Nov 2024 at 68.3% |
Governance, Policies, and Shareholder Feedback
- Stock ownership guidelines apply; post-vest 2-year holding period for executive officers (excluding long-term retention RS) .
- Anti-hedging/pledging policy in place for all insiders .
- Clawback policy aligned to NYSE/SEC Rule 10D-1; restatement-triggered recoupment over 3 prior years .
- No option/SAR repricing without shareholder approval; minimum 1-year vesting; no evergreen; no dividends on unvested equity .
- Say-on-pay: 99% support at 2024 annual meeting .
Investment Implications
- Alignment: High equity linkage via RS/PSUs, with restrictive anti-hedging/pledging and 2-year post-vest holding; retention RS tied to age milestones suggests strong retention incentives and potential near-term vesting at age 65, but not necessarily selling pressure given holding policy and prohibition on pledging .
- Upcoming supply/withholding: Standard RS tranches typically vest around Nov 9 of the vesting year; expect routine tax withholding-related share sales/withholdings around those dates (not indicative of discretionary selling). 2022 RS scheduled 11/9/2025; 2023 on 11/9/2026; 2024 on 11/9/2027 .
- Change-in-control economics: No individual CIC/severance contract; primary CO value from SERP and accelerated equity (est. $2.52M at 12/31/2024), with no excise tax gross-up and cutback mechanics—moderate parachute exposure and shareholder-friendly features .
- Pay-for-performance: STIP tied to Adjusted EPS/FCF and MBOs; LTI PSUs tied to ROIC and Organic Sales Growth; historical PSU payouts (68.3% for 2021, 50.7% for 2022) suggest balanced target difficulty and realized outcomes .
- Sentiment risk: Very strong say-on-pay support (99%) lowers governance headline risk on compensation practices .