Frank Sklarsky
About Frank S. Sklarsky
Independent director of Stoneridge, Inc. (SRI) since 2021; age 68. Retired EVP and CFO of PPG Industries with prior CFO roles at Tyco International, Eastman Kodak, and Conagra; began career as a CPA at Ernst & Young and held senior finance roles at Chrysler/DaimlerChrysler and Dell. Qualifies as an “audit committee financial expert” given extensive accounting and CFO experience; currently Vice-Chair of the Board of Trustees and Chair of the Investment Committee at Rochester Institute of Technology. Committee roles at SRI: Audit Committee Chair and member of the Compliance & Ethics Committee; designated independent director .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PPG Industries (NYSE: PPG) | EVP & CFO | 2013–2017 | CFO leadership at Fortune 200; oversight of finance and cybersecurity discussions |
| Tyco International | EVP & CFO | 2010–2012 | Corporate finance leadership |
| Eastman Kodak (NYSE: KODK) | EVP & CFO | 2006–2010 | Corporate finance leadership |
| Conagra Foods (NYSE: CAG) | EVP & CFO | 2004–2006 | Corporate finance leadership |
| Chrysler/DaimlerChrysler | VP Finance – Product Quality, Cost Mgmt & Procurement; prior management roles | ~1984–2004 | 20-year progression into senior finance roles |
| Dell, Inc. | Executive finance positions | Not disclosed | Senior finance roles |
| Ernst & Young LLP | CPA | Not disclosed | Foundational public accounting experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rochester Institute of Technology | Vice-Chair, Trustee; Chair, Investment Committee | Current | Executive committee member; investment oversight |
| Nexa3D, Inc. (private) | Director | 2019–2024 | Board oversight at 3D printing company |
| Cenveo Worldwide Ltd (private) | Director; Audit Committee Chair | 2018–2022 | Audit leadership |
| Harman International (NYSE: HAR) | Director; Audit & Compensation Committees | 2012–2017 | Governance and financial oversight at public issuer pre-acquisition |
Board Governance
- Independence: Board determined Sklarsky is independent under NYSE standards .
- Committee assignments (current): Audit Committee Chair; Compliance & Ethics Committee member .
- Audit oversight: Issuer of Audit Committee Report (Chair), covering independence, internal controls, and EY engagement .
- Meeting cadence and attendance: Board held 10 meetings in 2024; each director attended at least 75% of Board/Committee meetings; Audit Committee met 8 times; Compliance & Ethics met 4 times .
- Board leadership: Lead Independent Director is William M. Lasky; CEO and Chair roles separated; independent chairman structure in place .
- Executive sessions: Independent directors meet regularly in executive session .
- ESG & ethics oversight: Compliance & Ethics Committee oversees ESG policy and Integrity Program; Audit Committee oversees cybersecurity .
Fixed Compensation
| Component | Value/Detail |
|---|---|
| Annual director cash retainer | $90,000 |
| Audit Committee Chair fee | $20,000 |
| Equity grant (2024) | $135,000 grant-date value; 8,122 restricted common shares granted 3/11/2024; restrictions lapsed 3/3/2025 |
| 2024 total director compensation (Sklarsky) | $245,000 ($110,000 cash + $135,000 stock) |
| Director ownership guideline | 4x cash portion of annual retainer; 5-year accumulation; restricted from selling award shares until guideline met |
| Maximum annual director total comp policy | $350,000; $400,000 if lead director/chair or special committee service |
Performance Compensation
- Directors receive time-based restricted share grants; no performance metrics attached to director equity awards under the Directors’ Restricted Shares Plan; awards vested on schedule (no TSR/EPS/ROIC conditions for directors) .
- 2025 LTIP expected grants: If approved, restricted shares with grant-date fair market value of $83,400 to each non-employee director; LTIP share reserve is 726,000; annual cap for a non-employee director remains $350,000 ($400,000 under specified roles) .
- Hedging/Pledging: Company policy prohibits hedging and pledging by directors and key insiders .
| Director Equity Grant Detail | Grant Date | Shares/Value | Vesting |
|---|---|---|---|
| Restricted common shares (2024) | 3/11/2024 | 8,122 shares; $135,000 | Restrictions lapsed 3/3/2025 |
| Expected restricted shares (2025 LTIP, if approved) | Post-approval | $83,400 value each | Per LTIP terms; 10-year plan term |
Other Directorships & Interlocks
| Company Type | Current Public Boards | Prior Public Boards | Notes |
|---|---|---|---|
| Public issuers | None disclosed | Harman International (Audit & Compensation Committees) | No current public board interlocks disclosed |
| Private/Non-profit | RIT (Vice-Chair; Investment Committee Chair); Nexa3D (2019–2024); Cenveo (Audit Chair, 2018–2022) | — | Governance roles outside public issuers |
Expertise & Qualifications
- Audit committee financial expert (SEC definition via Sarbanes-Oxley); deep CFO track record at multiple Fortune 200 companies .
- Financial, operational, and cybersecurity oversight experience in prior CFO roles; CPA foundation from EY .
- Governance breadth across audit and compensation committees; investment oversight experience at RIT .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class |
|---|---|---|
| Frank S. Sklarsky | 35,685 | <1% (*) |
- Ownership is below 1% of outstanding common shares; mix of director granted shares and any personal holdings as disclosed. No pledging disclosed; Company policy prohibits pledging and hedging .
- Director ownership guidelines apply (4x cash retainer); compliance status not specifically disclosed for individual directors .
Governance Assessment
- Strengths and investor confidence signals:
- Independent Audit Committee Chair with “financial expert” designation; active audit oversight including independence review of EY; Audit met 8x in 2024, indicating robust engagement .
- Clear independence status; separation of CEO/Chair; regular executive sessions; ownership and recovery policies (NYSE-compliant) bolster governance .
- Director compensation is modest and within policy caps; equity is time-based (alignment without encouraging short-termism); anti-hedging/pledging reduces misalignment risk .
- No related party transactions in 2024; Compensation Committee reported no consultant conflicts; Say-on-Pay support was 99%, reflecting broad shareholder endorsement of pay practices .
- Watch items and context:
- Company performance was challenged in 2024 (net loss, operating loss; share price $6.27 at year-end); while not a direct director red flag, continued underperformance increases scrutiny of audit and risk oversight effectiveness .
- Beneficial ownership by the director is small (<1%), though director ownership guidelines exist; individual compliance status is not disclosed .
Overall, Sklarsky’s audit leadership and financial expertise, combined with strict trading and ownership policies and absence of related-party concerns, support board effectiveness and investor confidence. Continued focus on audit quality, risk (cyber/data), and ESG oversight through the Compliance & Ethics Committee remains appropriate given operating headwinds .