James Burke
About James J. Burke
James J. Burke is Chief Operating Officer (since January 2019) and a director (since December 2022) of Standard Motor Products (SMP). He previously served as Chief Financial Officer from 1999 to September 2019 and Executive Vice President Finance from 2016 to January 2019, following earlier finance leadership roles (Vice President Finance, Director of Finance, Chief Accounting Officer, Corporate Controller). He holds an MBA from the University of New Haven, a BBA from Pace University, and completed Executive Education at the Ross School of Business, University of Michigan. Age 69. The Board determined he is not independent (management director). 2024 company performance: net sales rose to $1,463.8M from $1,358.3M in 2023; earnings from continuing operations were $53.6M ($2.41 diluted EPS) versus $63.1M ($2.85) in 2023; cumulative TSR (from a $100 investment at 12/31/2019) stood at 65.89 at 2024 (vs. 81.80 at 2023) and Adjusted EPS was $3.33 in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Standard Motor Products | Chief Financial Officer | 1999–Sep 2019 | Led finance; integral to corporate strategy, operations, investor relations, M&A and business integration . |
| Standard Motor Products | Executive Vice President Finance | 2016–Jan 2019 | Senior finance leadership bridging to COO role; oversight of complex financial analysis and reporting . |
External Roles
No external directorships or roles disclosed.
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $675,000 | $705,000 | $728,000 |
| Non-Equity Incentive Plan Compensation ($) | $505,200 | $215,197 | $599,604 |
| Stock Awards Grant-Date Fair Value ($) | $105,520 | $100,200 | $119,787 |
| All Other Compensation ($) | $130,035 | $107,889 | $86,444 |
| Total ($) | $1,415,755 | $1,128,286 | $1,533,835 |
2024 employer retirement plan contributions (paid March 2025): 401(k) $22,425; ESOP $6,055; SERP $49,650 .
Performance Compensation
Annual Cash Incentive Structure (2024)
| Component | Metric | Weighting | Target Definition | Actual Payout vs Target | Notes |
|---|---|---|---|---|---|
| Company Financial Performance | Adjusted EPS (75% of financial), Adjusted Free Cash Flow Conversion (25% of financial) | 70% of total cash target | Year-over-year improvement (numeric targets not disclosed) | 142.4% of target | Awards capped at 200%; >200% may carry forward to next year with forfeiture risk . |
| Management Objectives (MBO) | Business growth and strategic initiatives (market growth, ops improvement, sustainability/culture, tech readiness) | 30% of total cash target | Committee-set goals | 98.6% of target | Risk-mitigated design . |
2024 target annual cash bonus for Burke: Threshold $0; Target $464,000; Maximum $928,000 .
Equity Incentives
| Grant Type | Grant Date | Target Shares | Max Shares | Vesting | Performance Metrics / Conditions | Payout Realization |
|---|---|---|---|---|---|---|
| Performance Shares (2024 award) | 10/23/2024 | 2,553 [target] | 5,106 | 3-year vest; shares issued only if thresholds met; vest on Nov 9 of calendar year including 3rd anniversary of grant | 3-year average ROIC (67%) and Organic Sales Growth (33%) for 1/1/2024–12/31/2026; 0–200% payout | Not yet determined. |
| Standard Restricted Stock (2024 award) | 10/23/2024 | 2,553 | N/A | 3-year cliff; vests on Nov 9 of calendar year including 3rd anniversary; 2-year post-vest holding (policy) | Service-based; accelerates on death, disability, retirement ≥65, or CoC | N/A. |
| Historical PSU outcomes | 2021 grants | N/A | N/A | 3-year | Cumulative earnings from continuing ops (excl. specials) 2021–2023 | 68% payout in 2024 . |
| Historical PSU outcomes | 2022 grants | N/A | N/A | 3-year | Cumulative earnings from continuing ops (excl. specials) 2022–2024 | 50.7% payout; issuance in Nov 2025 subject to time-based vesting . |
Outstanding unvested awards (12/31/2024):
- Unvested RSAs: 2,000 (9/22/2022), 2,000 (10/25/2023), 2,553 (10/23/2024); market value per block: $61,960, $61,960, $79,092 .
- Unearned PSUs (unvested): 2,000 (2022), 2,000 (2023), 2,553 (2024); market/payout value per block: $61,960, $61,960, $79,092 .
Stock vested in 2024: 3,366 shares; value realized $117,743 (close $34.98 on 11/7/2024) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 87,947 shares; <1% of outstanding; shares outstanding 22,741,511 (as of 4/4/2025) . |
| Vested vs Unvested | Unvested RSAs and PSUs as listed above; no stock options outstanding for NEOs . |
| Ownership Guidelines | COO required to hold stock equal to 100% of base salary; mandatory 2-year post-vesting hold (not applicable to long-term retention awards). Compliance timeline at Committee discretion; individual compliance status not disclosed . |
| Hedging/Pledging | Explicit prohibition on hedging and pledging for directors and employees . |
| Clawback | NYSE Rule 10D-1-compliant clawback covering 3 prior fiscal years on restatement; applies to incentive-based compensation . |
Employment Terms
| Provision | Key Terms |
|---|---|
| Severance Compensation Agreement (Dec 2001) | Double-trigger CoC severance if within 12 months of a change-in-control employment is terminated without cause or by Burke for specified “good reason” (reduction in status/reporting, base salary reduction, relocation >15 miles). Benefits: 3x base salary + standard bonus (paid semi-monthly over 2 years), 36 months medical/dental/life participation, exclusive use of company automobile for lease term, outplacement services . |
| Estimated CoC Termination Benefits (as of 12/31/2024) | Severance $3,576,000; SERP $2,857,750; Early vesting of restricted stock $203,012 (based on $30.98/share and outstanding RSAs); Other benefits $158,672; Total $6,795,434. Note: Restricted stock would have immediately vested upon retirement (age ≥65) absent CoC . |
| CoC Definitions | Plan CoC includes: ≥30% beneficial ownership; board turnover to <majority of original directors; reorganization/merger where pre-event owners hold ≤50% post-event; asset sale ≥40% gross FMV . Severance agreement CoC includes sale of all/substantially all assets; >50% beneficial ownership by non-designated persons, including via merger/consolidation . |
| Deferred Compensation (SERP) | 2024 registrant contribution $73,057; aggregate 2024 earnings $382,598; aggregate balance $2,857,750 (12/31/2024). Participants may defer salary/bonus; company generally makes annual contributions; accounts paid lump sum or over time; CoC triggers funding to rabbi trust and full vesting . |
| Perquisites & Benefits | Primary perquisite is automobile lease allowance and reimbursement; executives receive broad-based benefits (health, life, disability, AD&D, 401(k), ESOP) . |
| Tax Gross-ups | No excise tax gross-ups in the Omnibus Plan; governance practices prohibit dividends/dividend equivalents on unvested awards; minimum vesting and no repricing . |
Board Governance
- Director since 2022; management director and not independent (the Board affirmed independence for all directors except CEO Eric P. Sills and COO James J. Burke) .
- Committee service: SMP’s four standing committees (Audit; Compensation & Management Development; Nominating & Corporate Governance; Strategic Planning) are comprised only of independent directors; Burke does not serve on Board committees .
- Board process and attendance: 13 Board meetings in 2024; all directors attended at least 75% of Board and committee meetings; independent directors meet in executive session at each Board meeting with a Presiding Independent Director .
- Director compensation: Burke receives no compensation for Board service (employee director); non-employee directors receive cash retainers, equity grants; program increased for 2025 to $95,000 cash and $125,000 RSAs annually .
Compensation Benchmarking and Shareholder Feedback
- Compensation peer group used for 2024 decisions included Cooper-Standard, Gentherm, Methode Electronics, CTS, Distribution Solutions Group, Modine, Dorman Products, Stoneridge, EnPro Industries, and The Shyft Group; peer group was re-evaluated with Frederic W. Cook & Co. in December 2024 .
- Say-on-Pay: Approved by 99% of votes cast at the 2024 Annual Meeting (covering 2023 pay), indicating broad shareholder support for SMP’s pay-for-performance program .
Company Performance Context (for pay-for-performance)
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Company TSR – value of $100 initial investment (12/31/2019 baseline) | 76.80 | 101.61 | 69.31 | 81.80 | 65.89 |
| Net Income ($000s) | $57,393 | $90,954 | $55,435 | $34,352 | $28,476 |
| Adjusted EPS ($) | $3.69 | $4.54 | $3.66 | $2.98 | $3.33 |
| Revenue | 2023 | 2024 |
|---|---|---|
| Net Sales ($MM) | $1,358.3 | $1,463.8 |
Risk Indicators & Red Flags
- Hedging and pledging prohibited for directors and employees (reduces misalignment and leverage risk) .
- Clawback policy aligned with NYSE 10D-1 mitigates restatement risk by enabling recovery of incentive comp over a 3-year lookback .
- Only Burke has a dedicated severance/change-in-control agreement among NEOs (unique double-trigger protection; model potential costs in sale scenarios) .
- No repricing of options/SARs; minimum vesting; no evergreen; no dividends on unvested equity—strong plan governance .
Expertise & Qualifications
- 40+ years at SMP across finance and operations; proven ability overseeing domestic/international issues and M&A/integration; deep finance/accounting expertise; executive education (Ross), MBA (New Haven), BBA (Pace) .
Equity Ownership and Awards Detail (as of 12/31/2024)
| Category | Shares | Market/Payout Value |
|---|---|---|
| Unvested Restricted Stock (9/22/2022) | 2,000 | $61,960 |
| Unvested Restricted Stock (10/25/2023) | 2,000 | $61,960 |
| Unvested Restricted Stock (10/23/2024) | 2,553 | $79,092 |
| Unearned PSUs (2022 cycle) | 2,000 | $61,960 |
| Unearned PSUs (2023 cycle) | 2,000 | $61,960 |
| Unearned PSUs (2024 cycle) | 2,553 | $79,092 |
Employment & Contracts Summary
| Term | Details |
|---|---|
| Role Start Date | COO since January 2019; Director since December 2022 . |
| Contract Term | Severance Compensation Agreement dated December 2001; ongoing . |
| Non-Compete/Non-Solicit | Not disclosed. |
| Auto-Renewal | Not disclosed. |
| Garden Leave | Not disclosed. |
| Post-Termination Consulting | Not disclosed. |
Investment Implications
- Pay-for-performance alignment: Cash incentives tied 70% to financial metrics (Adjusted EPS and FCF conversion) and 30% to MBO; long-term equity tied to ROIC and Organic Sales Growth over 3 years; equity grants carry 3-year vest plus 2-year post-vest hold, lowering near-term selling pressure risk .
- Retention and CoC economics: Burke’s unique double-trigger CoC agreement with 3x salary+standard bonus plus SERP funding and accelerated vesting creates material value on change-in-control ($6.8M modeled at 12/31/2024), relevant for deal scenarios and executive retention calculus .
- Ownership and alignment: Beneficial ownership of 87,947 shares (<1% of outstanding) alongside stringent anti-hedging/pledging and stock ownership/holding policies supports alignment, though ownership magnitude is modest relative to float; no options outstanding (reduces option-related repricing risk) .
- Governance guardrails: Non-independence due to dual role (COO+director) is mitigated by a majority-independent board, presiding independent director, and committee structures composed solely of independent directors; say-on-pay support at 99% suggests shareholder endorsement of program design .