Ray Nicholas
Chief Information Officer & Vice President, Information Technology at STANDARD MOTOR PRODUCTS
Executive
About Ray Nicholas
Ray Nicholas is Chief Information Officer (CIO) and Vice President, Information Technology at Standard Motor Products (SMP), serving as CIO since 2013 and VP IT since 2006; previously Manager/Director of Information Systems for the Temperature Control Division (1990–2006) . Age 61; education includes the Automotive Aftermarket Professional program (Northwood University), Executive Education at University of Virginia Darden, and a B.S. from Northeast Louisiana University . As CIO, he briefs the Audit Committee quarterly on cybersecurity, information security, data protection, and related risk management . Executive compensation at SMP links pay to performance via Adjusted EPS, Adjusted Free Cash Flow Conversion, Return on Invested Capital (ROIC), and Organic Sales Growth metrics in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Standard Motor Products (Temperature Control Division) | Manager & Director, Information Systems | 1990–2006 | Led divisional IT; foundational experience for enterprise IT leadership |
| Standard Motor Products | Vice President, Information Technology | 2006–present | Oversight of enterprise IT; supports operational and strategic initiatives |
| Standard Motor Products | Chief Information Officer | 2013–present | Quarterly briefings to Audit Committee on cybersecurity/information security risk and controls |
External Roles
None disclosed in SMP’s proxy materials .
Fixed Compensation
- Structure: Base salary reviewed annually (performance, responsibilities, peer median, company performance) .
- Short-term cash incentive design: Target equals ~32%–39% of expected total cash compensation; awards vary with performance .
- 2024 program weights and actual outcomes: Financial performance (70% of target) comprised of Adjusted EPS (75%) and Adjusted Free Cash Flow Conversion (25%), achieved at 142.4% of target; MBO goals (30% of target) achieved at 98.6% of target .
Performance Compensation
Short-Term Incentive (Annual Cash)
| Metric | Weight | Target Definition | 2024 Achievement/Payout | Vesting/Timing |
|---|---|---|---|---|
| Adjusted EPS (YoY improvement) | 52.5% (75% of 70%) | Year-over-year improvement, adjusted for significant non-recurring/non-operational items | Part of financial component achieved at 142.4% of target | Cash paid for fiscal year performance |
| Adjusted Free Cash Flow Conversion | 17.5% (25% of 70%) | Operating cash flow converted to net income, adjusted for significant non-recurring/non-operational items | Part of financial component achieved at 142.4% of target | Cash paid for fiscal year performance |
| Management-by-Objective (MBO) | 30% | Execution of business strategy, incl. sustainability/culture initiatives | Achieved at 98.6% of target | Cash paid for fiscal year performance |
Long-Term Incentives (Equity)
| Award Type | Grant Basis | Performance Metrics & Weighting | Vesting Schedule | Notes |
|---|---|---|---|---|
| Performance Shares | Dollar value converted to shares via 20-day VWAP | ROIC (67%), Organic Sales Growth (33%) over 3-year period | Vests Nov 9 of year including 3rd anniversary, subject to performance | SMP currently grants restricted stock & performance shares; no stock options/SARs granted to NEOs in 2024 |
| Standard Restricted Stock | Dollar value converted via 20-day VWAP | Time-based | Vests Nov 9 of year including 3rd anniversary | Mandatory two-year hold post-vesting (net of taxes/exercise) applies to executive officers |
| Long-Term Retention Restricted Stock | Discretionary retention awards | Time-based | 25% at age 60, 25% at 63, balance at 65 | Holding period policy does not apply to long-term retention awards |
Equity Ownership & Alignment
- Ownership guidelines: CIO falls under “other executive officers” with expected ownership equal to 30% of base salary; mandatory two-year post-vesting holding period for equity acquired via option exercise or lapse of restrictions (net of taxes) .
- Prohibitions: Hedging and pledging of Company stock are expressly prohibited for all directors, officers, and employees .
- Options: SMP did not grant stock options or SARs to named executive officers in 2024; NEOs had no outstanding options as of year-end 2024 .
Recent Insider Transactions and Holdings (Form 4)
| Date (Trade) | Type | Shares (+/−) | Price | Resulting Direct Holdings | Source |
|---|---|---|---|---|---|
| 2024-11-11 | Sale | −613 | $35.02 | 59,927 | |
| 2024-12-09 | Sale | −4,730 | $34.11 | 55,197 | |
| 2025-10-29 | Restricted Stock Grant (A) | +3,268 | $0.00 | 49,653 | |
| 2025-11-11 | Sale | −457 | ~$38.35 est. | 49,702 | |
| Reference | — | — | — | OpenInsider SMP feed (summary) |
Ownership as % of shares outstanding: 49,702 direct shares vs 22,741,511 shares outstanding as of April 4, 2025 ≈ 0.22% .
Employment Terms
- Change-of-control definition under A&R 2016 Omnibus Plan includes 30%+ voting control, board composition changes, specified merger/consolidation tests, and asset sale thresholds at or above 40% of total gross fair value .
- Severance/change-of-control economics are disclosed for named executive officers; no specific severance agreement or change-of-control payout disclosed for Ray Nicholas in proxy .
- Clawback policy: Post-October 2023 NYSE-compliant policy to recover incentive-based compensation from current/former executive officers for three years prior to a required accounting restatement .
- Insider Trading Policy: Includes blackout periods and restrictions on hedging/pledging; filed as Exhibit 19 to the 2024 Form 10-K .
- Related party transaction: Ray Nicholas’s son employed in a non-executive role; expected compensation >$120,000 in fiscal 2025; Audit Committee reviewed and approved; compensation aligned with peer median practices .
Investment Implications
- Alignment: Mandatory ownership guidelines (30% of base salary), two-year post-vesting holding period, and strict anti-hedging/pledging policies are positive alignment signals reducing hedging/pledging risk .
- Selling pressure: Recent sales in Nov–Dec 2024 and Nov 2025 were modest compared to holdings (−613, −4,730, −457 shares), suggesting limited near-term insider selling pressure; ongoing equity grants (3,268 restricted shares in Oct 2025) indicate continued long-term incentive alignment .
- Retention risk: Presence of long-term retention restricted stock structures (vesting at ages 60/63/65) and continued annual restricted/performance share awards reduce retention risk for senior executives, including the CIO cohort .
- Compensation-performance linkage: Short- and long-term incentives use disciplined financial and operating metrics (Adjusted EPS, FCF conversion, ROIC, Organic Sales Growth) with capped payouts and governance safeguards (clawback), supporting pay-for-performance and balanced risk-taking .
- Governance and risk oversight: CIO’s direct role in quarterly cybersecurity oversight to the Audit Committee elevates execution risk management and board visibility—material for operational continuity and potential incident response .
References:
- SMP DEF 14A (Proxy Statement) dated April 15, 2025: executive bios, compensation design, governance, ownership, and policies .
- SMP DEF 14A dated April 18, 2023: executive bio confirmation .
- SEC Form 4 and insider-trading sources for transactions/holdings: .