Carsten Reinhardt
About Carsten J. Reinhardt
Independent director since February 2023; age 57. Reinhardt is a self-employed consultant advising public and private companies on strategy, operations, sales growth, product management, human capital, and M&A, with 32 years’ experience across the global commercial vehicle and automotive industries (17 years U.S., 13 years Europe). Past executive roles include President & CEO, Voith Turbo; COO and President, Commercial Vehicle Systems at Meritor; and President & CEO, Detroit Diesel (Daimler). He is deemed independent by the Board.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Voith Turbo (Voith Group) | President & CEO; Member, Board of Management (Voith Group) | 2012–2016 | Led global power transmission business; executive leadership in Europe. |
| Meritor Inc. | COO; President, Commercial Vehicle Systems | 2006–2011 | Global responsibility across truck, industrial/off-highway, aftermarket/trailer, manufacturing, R&D, purchasing, quality. |
| Daimler AG / Detroit Diesel Corporation | Various roles; President & CEO, Detroit Diesel | 1993–2006 (Detroit Diesel CEO 2003–2006) | Led U.S. engine manufacturer within Daimler; senior operating leadership. |
External Roles
| Organization | Role | Tenure | Public/Private | Committees/Notes |
|---|---|---|---|---|
| SAF-Holland SE | Supervisory Board Member | 2017–present | Public (Germany) | Audit Committee member 2017–2023; Nomination & Compensation Committee member 2023–present. |
| Grundfos Holding A/S | Vice Chairman, Board | Oct 2016–present | Private | Global fluid management and water treatment leader. |
| Samson AG | Supervisory Board Member | Jan 2024–present | Private | Industrial valve and controls manufacturer. |
| tmax Holding GmbH | Chairman, Advisory Board | Ongoing | Private | High-temp insulation supplier. |
| Beinbauer Automotive GmbH | Advisory Board Member | Ongoing | Private | Machining supplier to commercial/off-highway OEMs. |
Board Governance
- Independence: Determined independent under NYSE rules. Other than the CEO, all directors are independent.
- Committees (current): Audit; Compensation; Nominating & Corporate Governance. Not a chair.
- Lead Independent Director: William M. Lasky.
- Board leadership: Independent Chairman; CEO and Chair roles separated.
- Attendance: In 2024, Board held 10 meetings; each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 Annual Meeting.
- Committee meeting cadence (2024): Audit (8); Compensation (4); Nominating & Corporate Governance (5); Compliance & Ethics (4).
| Committee | Member | Chair | 2024 Meetings |
|---|---|---|---|
| Audit | Yes | No | 8 |
| Compensation | Yes | No | 4 |
| Nominating & Corporate Governance | Yes | No | 5 |
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $90,000 | Standard non-employee director retainer. |
| Committee Chair Fees | $0 | Not a chair (Audit $20k; Comp $15k; NCGC $13k; CEC $13k apply to chairs only). |
| Equity Grant (Restricted Common Shares) | $135,000 | 8,122 restricted shares granted Mar 11, 2024; restrictions lapsed Mar 3, 2025. |
| Total 2024 Director Compensation | $225,000 | Per Director Compensation Table. |
Additional director compensation policies: Annual limits include $350,000 total comp cap for non-employee directors (2024), and a 10,000-share annual limit under the Directors’ Restricted Stock Plan.
Performance Compensation (Director)
| Award Type | Performance Metrics | Vesting/Terms | 2024 Grant Detail |
|---|---|---|---|
| Restricted Common Shares | None (time-based) | Restrictions on Mar 11, 2024 grants lapsed Mar 3, 2025 | 8,122 shares; grant-date value $135,000. |
Note: Non-employee director equity awards are time-based; no options or PSUs with performance metrics were granted to directors in 2024.
Other Directorships & Interlocks
| Company | Industry Link to SRI | Potential Interlock/Conflict Note |
|---|---|---|
| SAF-Holland SE (Public) | Tier 1 commercial vehicle supplier | Overlaps with SRI end markets; no related-party transactions reported in 2024; director is independent. Monitor for any future transactions. |
| Grundfos, Samson, tmax, Beinbauer (Private) | Industrial/auto supply chain | No related-party transactions reported in 2024. |
Compensation Committee interlocks: None in 2024. Independent compensation consultants engaged; no consultant conflicts.
Expertise & Qualifications
- 32 years in global commercial vehicle and automotive industries; executive leadership across U.S. and Europe.
- Functional expertise: enterprise strategy, operations improvement, product management, human capital, M&A; prior P&L leadership (Voith Turbo, Detroit Diesel).
- Committee-relevant skills: prior audit committee service (SAF-Holland), and nomination/compensation committee experience.
Equity Ownership
| Metric | Detail |
|---|---|
| Beneficial Ownership | 23,215 shares (as of Mar 18, 2025). |
| Percent of Class | <1%. |
| Ownership Guidelines (Directors) | 4x cash portion of annual retainer; 5-year accumulation; restricted from selling equity earned under plans until guideline met. |
| Hedging/Pledging | Prohibited for directors (anti-hedging and anti-pledging policies). |
| Pledged Shares | Not permitted under policy. |
| Compliance Status vs. Guideline | Not disclosed. |
Insider Trades
- No Form 4 transaction details are disclosed in the 2025 DEF 14A proxy materials. We searched the 2025 Proxy Statement for insider trading activity and found policy disclosures but no transaction listings; refer to Section 16 filings (Form 4) on EDGAR for any transactions after March 18, 2025.
Governance Assessment
- Positives: Independent director with deep commercial vehicle domain expertise; serves on Audit, Compensation, and Nominating & Corporate Governance committees; Board independence and leadership structure (independent Chair, LID) and policies (anti-hedging/pledging, ownership guidelines) support alignment; 2024 Say-on-Pay approval ~99% signals high shareholder support.
- Attendance/engagement: Each director attended ≥75% of meetings; all attended 2024 Annual Meeting; robust committee meeting cadence.
- Conflicts/related-party exposure: No related-party transactions in 2024; Compensation Committee interlocks none; consultant independence confirmed.
- Watch items: External role at SAF-Holland (Tier 1 supplier in SRI end markets) warrants ongoing monitoring for potential conflicts, though none reported and independence affirmed.
Say-on-Pay & Shareholder Feedback (Context)
- Say-on-Pay approval at 2024 Annual Meeting: ~99% in favor, reinforcing investor confidence in compensation governance.