Eric Sills
About Eric Sills
Eric P. Sills is Chairman of the Board (since May 2023), Chief Executive Officer (since March 2016), and President (since February 2015) of Standard Motor Products (SMP); age 56; director since 2016. He holds an MBA from Columbia University, a BA from Bowdoin College, and completed Harvard Business School’s Advanced Management Program . 2024 company performance included net sales of $1,463.8 million (+$105.6 million YoY) and earnings from continuing operations of $53.6 million ($2.41 diluted EPS) versus $63.1 million in 2023 ($2.85 diluted EPS) . Over 2020–2024, SMP’s adjusted EPS, net income, and TSR are disclosed below; shareholder say‑on‑pay support was 99% in 2024, signaling strong alignment of executive pay with performance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Standard Motor Products | VP Global Operations | 2013–2015 | Led global operations; expanded footprint and customer base |
| Standard Motor Products | VP Engine Management Division | 2006–2013 | Leadership across product and operations; strengthened financial and risk management skills |
| Standard Motor Products | Various (LIC GM, Director of Product Mgmt, Plant Manager – O2 Sensors) | 1991–2006 | Operational leadership across manufacturing/product lines |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Automotive Aftermarket Suppliers Association (AASA) | Chairman of Board of Governors | 2017–2024 | Industry advocacy, leadership in aftermarket; recognized with 2022 Member Advocacy Award |
| AASA | Advisory Board Member | 2024–present | Ongoing industry guidance |
| U.S. Congress (testimony) | Industry witness | Various | Advocacy on supply chain/manufacturing competitiveness |
Fixed Compensation
| Metric ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | 688,000 | 720,000 | 742,000 |
| Non‑Equity Incentive Paid | 515,211 | 219,006 | 611,183 |
| All Other Compensation | 138,862 | 117,272 | 95,067 |
| Total Compensation | 1,447,593 | 1,156,478 | 1,568,037 |
- 2024 base salaries for NEOs rose 3%; no base salary changes for 2025 .
- 2024 annual cash incentive target and max for CEO: Target $472,960; Max $945,920 .
Performance Compensation
Short‑Term Incentive (2024)
| Component | Metric | Weighting | Target | Actual/Payout | Notes |
|---|---|---|---|---|---|
| Financial | Adjusted EPS YoY improvement | 75% of Financial (Financial=70% STI) | Committee‑set | Contributed to 142.4% of Financial payout | Adjusted for non‑recurring/non‑operational items |
| Financial | Adjusted Free Cash Flow Conversion | 25% of Financial | Committee‑set | Contributed to 142.4% of Financial payout | Operating cash flow as % of net income (adjusted) |
| MBO | Market growth; operations; sustainability/culture/engagement; technology readiness | 30% STI | Committee‑set | 98.6% of Target | MBO objectives aligned to strategy |
| Cap | STI cap | — | — | 200% cap; excess carry‑forward subject to forfeiture | Risk‑mitigating cap |
Long‑Term Incentive (2024 Grants)
| Grant Date | Instrument | Target Shares | Fair Value/Share | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| 2024‑10‑23 | Performance Shares | 2,553 | $23.46 | 3‑yr; payout 0–200% of target | 3‑yr avg ROIC (67%) and Organic Sales Growth (33%) |
| 2024‑10‑23 | Restricted Stock (standard) | 2,553 | $23.46 | 3‑yr cliff; vests Nov 9 of 3rd anniversary year | Post‑vest 2‑yr holding under guidelines |
Performance Share Outcomes (prior cycles):
- 2021 grant (measured 2021–2023): earned at 68.3% of target; shares issued Nov 2024 .
- 2022 grant (measured 2022–2024): earned at 50.7% of target; shares to issue Nov 2025 (subject to time‑based vesting) .
Equity Ownership & Alignment
| Ownership Item | Detail |
|---|---|
| Beneficial Ownership | 609,857 shares (includes 175,594 in trust where he is trustee; he disclaims beneficial ownership of trust shares) |
| % of Shares Outstanding | <1% (asterisk per proxy; 22,741,511 common shares outstanding as of Apr 4, 2025) |
| Unvested Standard RS | 2,000 (2022), 2,000 (2023), 2,553 (2024) |
| Unearned Performance Shares | 2,000 (2022), 2,000 (2023), 2,553 (2024) |
| Long‑Term Retention RS (age‑based) | 24,000 shares from 2010–2015 grants remain unvested; vest 25% at age 60, 25% at 63, balance at 65 |
| Options Outstanding | None; NEOs had no outstanding options at 2024 FYE |
| Hedging/Pledging | Explicitly prohibited for directors and employees |
| Ownership Guidelines | CEO must hold shares equal to 600% of base salary; mandatory 2‑year post‑vest holding for most awards |
| Vested in 2024 | 3,366 shares vested (2,000 standard RS + 1,366 PS); value $117,743 |
Employment Terms
| Provision | Eric Sills |
|---|---|
| Employment Agreement | No specific severance/change‑in‑control agreement disclosed for CEO |
| Incentive Plan Change‑in‑Control | If no replacement award and SMP stock ceases trading, time‑based awards vest; performance awards vest at target; replacement awards provided where stock continues trading |
| Double Trigger | Replacement awards accelerate upon termination other than for cause within two years after CoC |
| Clawback | Incentive compensation subject to clawback per NYSE Rule 10D‑1; 3‑year lookback on restatement |
| Excise Tax Gross‑Ups | None; payments reduced to avoid 280G/4999 excise tax where applicable |
| SERP/Deferred Comp | 2024 executive contributions $67,271; company contributions $75,133; aggregate earnings $202,298; year‑end balance $1,790,586 |
Estimated benefits upon termination following a Change in Control (as of 12/31/2024):
| Component | Amount ($) |
|---|---|
| SERP Amount | 1,790,586 |
| Early Vesting of Restricted Stock | 1,101,432 (35,553 shares × $30.98) |
| Severance Agreement Amount | — (CEO has no separate severance agreement) |
| Total | 2,892,018 |
Performance & Track Record
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Adjusted EPS | 3.69 | 4.54 | 3.66 | 2.98 | 3.33 |
| Net Income ($000s) | 57,393 | 90,954 | 55,435 | 34,352 | 28,476 |
| Company TSR (Value of $100) | 76.80 | 101.61 | 69.31 | 81.80 | 65.89 |
| Index TSR (Value of $100; S&P 1500 Auto Parts & Equipment) | 123.10 | 150.65 | 101.83 | 108.43 | 86.10 |
2024 strategic highlights guiding incentive metrics included market growth, operational improvements (margin and fill‑rates), sustainability and engagement advancements, and future technology readiness across segments .
Board Governance
- Board Leadership: Combined Chair/CEO structure with Presiding Independent Director (currently Alisa C. Norris) providing independent oversight; Board deems combined roles appropriate given strategy execution; executive sessions chaired by Presiding Independent Director .
- Committee Memberships: Sills is not on Audit, Compensation & Management Development, Nominating & Corporate Governance, or Strategic Planning committees; all committees comprised of independent directors .
- Board Meetings: 13 meetings in 2024; all directors attended ≥75% of Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Director Independence: All directors except Sills and the COO (James J. Burke) are independent under NYSE/SEC rules .
- Policies: Code of Ethics; Whistleblower; anti‑hedging/pledging; Stock Ownership Guidelines with post‑vesting holding; no poison pill .
Director‑level related party disclosures:
- Chairman Emeritus (Lawrence I. Sills, Eric’s father) received an annual retainer >$120k for advisory services; approved by Governance Committee .
Compensation Peer Group (Benchmarking)
- 2024 benchmarking peers included: Cooper‑Standard, Gentherm, Methode Electronics, CTS, Distribution Solutions Group, Modine, Dorman Products, Stoneridge, EnPro, The Shyft Group .
- 2025 updated peer group: Astec, Atmus Filtration, Barnes, Columbus McKinnon, Cooper‑Standard, CTS, Dorman, Enpro, Fox Factory, Gentherm, Helios, Kimball Electronics, Methode, Motorcar Parts of America, Park‑Ohio, The Shyft Group, Stoneridge, VSE .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approval: 99% of votes cast, indicating broad support for pay program and pay‑for‑performance design .
Compensation Structure Analysis
- Mix shift to set dollar‑value LTI grants converted to shares via 20‑day VWAP; improves consistency of grant sizing across cycles .
- No option repricing; minimum 1‑year vesting; no dividends on unvested equity; director equity limits; no excise tax gross‑ups; clawback policy aligned with NYSE Rule 10D‑1 .
- STI cap at 200% with carry‑forward subject to forfeiture reduces excessive risk‑taking incentives .
Risk Indicators & Red Flags
- Hedging/pledging prohibited (alignment positive) .
- Family‑related party transactions disclosed and committee‑approved (neutral governance risk given oversight) .
- Strong clawback and ownership policies (alignment positive) .
- Combined Chair/CEO mitigated by robust Presiding Independent Director role and independent committee structure .
About Board Service, Committees, and Dual‑Role Implications
- Board Service History: Director since 2016; Chair since 2023; CEO since 2016; President since 2015 .
- Committees: Not a member of any standing committees; committees are fully independent .
- Dual‑Role Considerations: Combined Chair/CEO may concentrate authority; SMP offsets with a Presiding Independent Director empowered to convene executive sessions and retain advisors, plus independent committees and regular self‑evaluation processes .
Investment Implications
- Alignment: High ownership, long‑dated retention RS (age‑based vesting), mandatory post‑vest holding, and anti‑hedging/pledging policies reduce near‑term selling pressure and tie outcomes to long‑term performance .
- Incentive Quality: STI blends EPS and FCF conversion with strategy‑linked MBOs; LTI emphasizes ROIC and organic growth—key value drivers in aftermarket and engineered solutions; recent PS payouts at 50.7%–68.3% suggest rigorous targets .
- Change‑in‑Control: No CEO severance agreement; CoC benefits primarily from equity acceleration and SERP; absence of gross‑ups and presence of reduction clauses limit shareholder‑unfriendly outcomes .
- Governance: Combined Chair/CEO balanced by Presiding Independent Director and independent committees; say‑on‑pay support at 99% indicates shareholder confidence in pay design .