James Benenson III
About James Benenson III
Independent director of Steel Partners Holdings GP Inc. (general partner of SPLP) since November 1, 2018; age 46 as of the 2025 record date. Co-President and director of Summa Holdings, Inc., with deep manufacturing leadership experience and nonprofit board service; B.A. in History & Literature from Harvard College. The Board has affirmatively determined he is independent under NYSE rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Summa Holdings, Inc. | Director; Co-President | Since 1998 | Leads a portfolio of global industrial manufacturers (3,500+ employees in 22 countries) |
| Industrial Manufacturing Company; Industrial Manufacturing Company International (Summa subsidiaries) | Director; Co-President | 12+ years | Oversight across global manufacturing operations |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vesper Foundation | Director | Not disclosed | Nonprofit governance |
| Rehearsal for Life (Boston) | Chairman | Not disclosed | Theater-based youth education; board leadership |
| Root Capital | Director | Not disclosed | Nonprofit lender to agricultural businesses |
| Young Presidents’ Organization (YPO) | Member | Not disclosed | Executive network membership |
| Educational institutions (Grace Church School, The Hotchkiss School, Harvard College) | Development/Alumni roles | Historical | Fundraising and alumni engagement |
Board Governance
- Board and committee roles
- Independent Director; Board member since Nov 1, 2018
- Audit Committee member (not the designated financial expert)
- Compensation Committee member (not Chair)
- Independence and structure
- Determined independent under NYSE standards
- Board has no Lead Independent Director; five independent directors; independent directors meet in executive sessions at least twice per year
- Attendance and engagement
- 2024: Board met 9 times; each director attended at least 75% of Board/committee meetings during their service; all directors attended the 2024 annual meeting
- Committee activity levels (2024): Audit (6 meetings), Compensation (3), Corporate Governance & Nominating (2)
Fixed Compensation
| Component (Director, 2024) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $96,620 |
| Equity (Restricted LP Units, granted quarterly, immediate vest) | $93,500 |
| Total | $190,120 |
Director compensation program (structure):
- Cash: Annual retainer $93,500; per-committee meeting fee $1,560; Chair fees—Audit $41,600; Compensation $20,800; Corporate Governance & Nominating $15,600
- Equity: Annual restricted LP units valued at $93,500, granted quarterly, vesting immediately
- As of 12/31/2024, no unvested restricted LP units outstanding for non-management directors
Mix signal: 2024 cash ≈ 51% vs equity ≈ 49% ($96,620 cash; $93,500 equity), indicating moderate alignment with unitholders via equity grants
Performance Compensation
| Item | Disclosure |
|---|---|
| Performance-based equity (PSUs/Options) | Not used for directors; equity is restricted LP units granted quarterly with immediate vesting |
| Options; strike/expiration | Company does not grant options/SARs as part of compensation program |
| Performance metrics tied to director pay | None disclosed for directors |
Other Directorships & Interlocks
| Company | Public/Private | Role | Notes |
|---|---|---|---|
| Public company boards (past 5 years) | — | — | None disclosed in biography |
| Summa Holdings, Inc. | Private | Director; Co-President | Summa directly holds 140,425 SPLP LP units (see ownership) |
| Industrial Manufacturing Company; Industrial Manufacturing Company International | Private | Director; Co-President | Summa subsidiaries |
No related-party transactions involving Mr. Benenson or Summa were disclosed in the related-person transactions section (material related-party areas centered on the Manager, SPL, and affiliates). Audit Committee oversees related-person transaction review.
Expertise & Qualifications
- Manufacturing and global operations leadership across multiple industrial businesses (3,500+ employees in 22 countries)
- Nonprofit board leadership and development/fundraising experience
- Education: B.A., Harvard College (History & Literature)
- Board committees: Audit and Compensation; Audit Committee financial expert designation resides with another director (McNiff)
Equity Ownership
| Holder | Ownership Detail | Notes |
|---|---|---|
| James Benenson III | 163,112 LP Units total | 22,687 LP Units held directly; 140,425 LP Units held by Summa Holdings, Inc. (controlled by him); he disclaims beneficial ownership of Summa’s units except to extent of pecuniary interest |
| Percentage of Units Outstanding | Not specified | Asterisked in table (percentage not quantified in proxy) |
Policies and alignment:
- Hedging/monetization: Insider trading policy forbids directors from entering into hedging/monetization transactions except in limited cases with prior approval
- Pledging: No pledging disclosures specific to directors; not mentioned for Mr. Benenson in 2025 proxy
- Director stock ownership guidelines: Not disclosed; ownership guidelines presented pertain to executive officers and certain senior management, not directors
Section 16/Insider trading compliance:
- 2024 late filings noted for two other directors (Karros, Rosen) due to gift transactions; no late filings mentioned for Mr. Benenson
Governance Assessment
Strengths
- Independent director with multi-committee service (Audit, Compensation), enhancing oversight coverage. Attendance thresholds met in 2024; participated in annual meeting.
- Meaningful personal alignment through direct and indirect LP unit ownership; ongoing equity retainer in LP units. Hedging restricted by policy.
Watch items and potential red flags
- Structural governance: No Lead Independent Director and combined leadership influence through the Manager (SPGS) overseeing day-to-day management; these are company-level governance risks relevant to all directors’ effectiveness.
- External manager economics: Management Agreement pays a 1.5% fee on total partners’ capital and allows incentive units (Class C units) to the Manager, which can create perceived misalignment if not tightly overseen by independent directors on Audit/Compensation. 2024 management fee $15.056M; 76,323 Class C Units issued for 2024 performance and converted to LP Units. Independent directors (including Mr. Benenson) are positioned to scrutinize these arrangements.
- Ownership interlock: He controls Summa Holdings, which owns SPLP units; while no related-party transactions involving Summa were disclosed, his dual role necessitates continued monitoring of any potential related-person dealings if they arise. Board independence review considered such relationships and found him independent.
- Anti-takeover/transfer restrictions: Ongoing NOL protective provisions limiting >4.25% accumulations may affect liquidity and control dynamics; not specific to Mr. Benenson but part of oversight context.
Director pay structure signals
- Balanced cash/equity mix (~50/50) with immediate-vesting quarterly equity grants supports alignment but lacks performance linkage; however, options/SARs are not used, reducing risk of repricings.
Executive sessions and oversight cadence
- Independent directors hold executive sessions at least twice annually; Audit and Compensation committees met 6 and 3 times, respectively, in 2024, providing regular venues for independent oversight where Mr. Benenson participates.