Pamela Forbes Lieberman
About Pamela Forbes Lieberman
Independent director of Standard Motor Products, Inc. (SMP) since 2007; Chair of the Audit Committee since May 2022; member of the Compensation & Management Development, Nominating & Corporate Governance, and Strategic Planning Committees. She is a Certified Public Accountant with extensive executive experience as CEO/COO/CFO in manufacturing, distribution and retail, and holds an MBA from Kellogg (Northwestern) and a BS in Accountancy from the University of Illinois; age 71.
Past Roles
| Organization | Role | Tenure (if disclosed) | Committees/Impact |
|---|---|---|---|
| TruServ Corporation (now True Value Company) | President, CEO, COO, CFO; Director | Not disclosed | Led finance and operations across global manufacturing, distribution, retail; crisis/change management experience. |
| Entertainment Resource, Inc. | Interim Chief Operating Officer | Not disclosed | Operational leadership. |
| ShopTalk Inc. | Chief Financial Officer | Not disclosed | Financial leadership. |
| The Martin-Brower Company, LLC | Chief Financial Officer | Not disclosed | Financial leadership. |
| Fel-Pro, Inc. | Chief Financial Officer | Not disclosed | Financial leadership (automotive supplier). |
| Automotive industry | Consultant | Not disclosed | Industry expertise. |
| PricewaterhouseCoopers LLP | Early career (CPA) | Not disclosed | Public accounting foundations. |
External Roles
| Organization | Role | Committees | Status |
|---|---|---|---|
| John B. Sanfilippo & Son, Inc. | Director; Chair of Audit Committee | Audit (Chair) | Current. |
| Diamond Blade Warehouse (private) | Board member | Not disclosed | Current. |
| A.M. Castle & Co. | Director | Not disclosed | Former. |
| VWR Corporation | Director | Not disclosed | Former. |
Board Governance
- Independence: The Board determined all directors other than the CEO (Eric P. Sills) and COO (James J. Burke) are independent under NYSE and SEC rules; this includes Ms. Forbes Lieberman.
- Committees and roles (2024): Audit (Chair), Compensation & Management Development (Member), Nominating & Corporate Governance (Member), Strategic Planning (Member). Committee meetings in 2024: Audit 4; Compensation 4; Governance 3; Strategic Planning 2.
- Financial expertise: The Board designated Ms. Forbes Lieberman as an SEC “audit committee financial expert” (also McClymont and Puryear).
- Attendance and engagement: In 2024 the Board met 13 times; all directors attended ≥75% of Board and committee meetings and all attended the 2024 Annual Meeting.
- Governance practices: Independent directors meet in executive session each Board meeting; there is a Presiding Independent Director role (currently Alisa C. Norris). The company prohibits hedging and pledging of company stock by directors and employees.
- Interlocks: All 2024 Compensation Committee members were independent; no compensation committee interlocks or insider participation.
Fixed Compensation
| Component (Director Compensation – 2024) | Amount (USD) | Notes |
|---|---|---|
| Cash Fees | $110,000 | $90,000 annual cash retainer + $20,000 Audit Chair retainer. |
| Equity (Stock Awards) | $92,160 | Annual equity retainer and 1,000-share restricted stock grant; grant-date fair value under ASC 718. |
| All Other Compensation | $17,261 | COBRA premiums net of contributions. |
| Total | $219,421 | 2024 total director compensation. |
- Program changes effective at the 2025 Annual Meeting: cash retainer increased to $95,000; the prior $65,000 equity retainer plus 1,000 RS shares replaced with a single annual restricted stock award equal to $125,000.
- Director equity cap: Combined annual cash + equity to a non-employee director may not exceed $700,000.
Performance Compensation
| Equity Vehicle | Terms | Vesting/Acceleration |
|---|---|---|
| Restricted Stock (Directors) | Annual grant; for 2024, 1,000 shares (part of equity mix). For 2025 and onward, an annual restricted stock award equal to $125,000 (FMV on grant date). | Vests on the earlier of 1-year anniversary or next annual meeting ≥50 weeks later; accelerates on death, disability, or change in control (and for 2024 grants, accelerates on merger/sale of substantially all assets). |
- No director stock options were outstanding at 12/31/2024.
Other Directorships & Interlocks
| Company | Sector | Overlap/Interlock with SMP Stakeholders |
|---|---|---|
| John B. Sanfilippo & Son, Inc. | Food processing | None disclosed in related-person transactions or interlocks; Compensation Committee interlocks section reports none for 2024. |
| Diamond Blade Warehouse (private) | Industrial tools | None disclosed. |
Expertise & Qualifications
- CPA; SEC “audit committee financial expert”.
- Executive leadership across CEO/COO/CFO roles in manufacturing, distribution, and retail; extensive finance, M&A, crisis and risk management, corporate governance, and compensation plan experience.
- Education: MBA, Kellogg School of Management (Northwestern); BS Accountancy, University of Illinois.
- Automotive aftermarket familiarity via Fel-Pro and consulting.
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total Beneficial Ownership (shares) | 52,406 | As of April 4, 2025; “less than 1%” of shares outstanding. |
| Ownership as % of Outstanding | <1% | Based on 22,741,511 common shares outstanding at 4/4/2025. |
| Unvested Restricted Stock (12/31/2024) | 1,000 | Outstanding unvested restricted shares. |
| Options (Exercisable/Unexercisable) | None | No directors held option awards outstanding at 12/31/2024. |
| Hedging/Pledging | Prohibited | Company policy bans hedging and pledging by directors and employees. |
| Director Ownership Guidelines | In place | Stock Ownership Guidelines (with post-vesting holding periods) apply to independent directors. |
Related-Party & Conflict Review
- Related person transactions policy requires Audit or Governance Committee approval; terms must be no less favorable than market standards.
- 2024–2025 disclosures list related-person items involving other executives/family (e.g., son of Chief Legal Officer; Chairman Emeritus retainer; son of CIO expected), not Ms. Forbes Lieberman.
- No hedging/pledging allowed for directors; mitigates alignment risks.
Say‑on‑Pay & Shareholder Signals
- 2024 Say‑on‑Pay approval: 99% of votes cast supported SMP’s executive compensation program.
- Board and committee independence and executive sessions strengthen governance oversight.
Governance Assessment
- Strengths: Independent status; Audit Committee Chair with SEC “financial expert” designation; broad finance and operational expertise; committee coverage across Audit, Compensation, Governance, Strategic Planning; compliant attendance; strong anti-hedging/pledging and ownership policies.
- Alignment: Holds 52,406 SMP shares and receives annual equity grants; director equity cap and one‑year vesting promote alignment without over‑levering risk.
- Compensation structure: Mix of cash retainer and time‑vested equity; 2025 shift consolidates equity into a $125,000 RS grant, modestly increasing equity weight and simplifying incentives.
- Conflicts/Red flags: No related‑party transactions disclosed for Ms. Forbes Lieberman; no option repricing; pledging/hedging prohibited; Compensation Committee interlocks absent in 2024.