Ira Kaplan
About Ira C. Kaplan
Ira C. Kaplan, 70, has served on Stoneridge’s board since 2009 and is an independent director. He is Executive Chairman of Benesch, Friedlander, Coplan & Aronoff LLP (since Jan 2015), previously Managing Partner (2008–2014) and a partner since 1987; his practice focuses on M&A and public/private financings, and he counsels clients on governance matters . The board identifies him as bringing thoughtful analysis, sound judgment, and best‑practice governance insight to SRI .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Benesch, Friedlander, Coplan & Aronoff LLP | Executive Chairman | 2015–present | Executive Committee member; governance counsel; M&A and financings expertise |
| Benesch, Friedlander, Coplan & Aronoff LLP | Managing Partner | 2008–2014 | Led firm management; governance and business counsel |
| Benesch, Friedlander, Coplan & Aronoff LLP | Partner | 1987–present | Corporate transactions (M&A, debt/equity financings) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Benesch, Friedlander, Coplan & Aronoff LLP | Executive Chairman; Executive Committee member | 2015–present | Law firm leadership; governance advisory experience |
No other public company directorships were disclosed for Mr. Kaplan in the proxy .
Board Governance
- Independence: The board determined Mr. Kaplan is independent under NYSE standards .
- Committees (current composition): Compensation Committee member; Nominating & Corporate Governance Committee member; Compliance & Ethics Committee member; not an Audit Committee member .
- Committee chairs: None for Mr. Kaplan; current chairs are Korth (Compensation), Lasky (Nominating & Corporate Governance), Mayes Jr. (Compliance & Ethics; transitioning to Rutt after the 2025 AGM), Sklarsky (Audit) .
- Attendance and engagement: Board met 10 times in 2024; each director attended at least 75% of board and relevant committee meetings; all directors attended the 2024 Annual Meeting. Independent directors meet regularly in executive session; Mr. Lasky serves as Lead Independent Director presiding over executive sessions .
- Committee activity: Audit (8 meetings), Compensation (4), Nominating & Corporate Governance (5), Compliance & Ethics (4) in 2024 .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer – Director | $90,000 | 2024 schedule; unchanged vs 2023 |
| Committee chair fees | $20,000 (Audit); $15,000 (Comp); $13,000 (NCGC); $13,000 (CEC) | Applicable only to chairs (Kaplan is not a chair) |
| Annual cash retainer – Chairman | $170,000 | Applies to Board Chair (not Kaplan) |
| Maximum total director compensation | $350,000 (standard); $400,000 for special committees/lead chair | Value cap per LTIP; grant‑date fair value basis |
Ira C. Kaplan – 2024 Director Compensation:
| Item | Amount |
|---|---|
| Fees earned or paid in cash | $90,000 |
| Stock awards (grant‑date fair value) | $135,000 |
| Total 2024 director compensation | $225,000 |
Director stock ownership guidelines: Minimum ownership equal to 4× the cash portion of the annual board retainer; five‑year accumulation period; restricted from selling equity awards until guideline is met .
Performance Compensation
| Award Type | Grant Date | Shares/Value | Vest/Lapse Date | Performance Metrics |
|---|---|---|---|---|
| Restricted common shares (Directors’ Restricted Shares Plan) | 3/11/2024 | 8,122 shares; $135,000 grant‑date fair value | Restrictions lapsed 3/3/2025 | None (time‑based) |
| Expected 2025 restricted shares (subject to LTIP approval) | N/A (post‑AGM if approved) | $83,400 per non‑employee director (grant‑date fair market value) | N/A | None (time‑based) |
Notes:
- Director equity awards are time-based restricted shares; no performance conditions are disclosed for director grants .
- The 2025 LTIP centralizes grants to directors and employees; directors’ annual grants expected at $83,400 if approved .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company boards (current/prior) | None disclosed for Mr. Kaplan in the proxy |
| Compensation Committee interlocks | None existed in 2024 |
| Related party transactions | None reportable in 2024; board has a written policy and approval process via the Compliance & Ethics Committee |
Expertise & Qualifications
- Corporate transactions: Extensive M&A and capital markets experience (public/private financings) .
- Governance: Advises clients on governance; brings best‑practice insights to SRI .
- Board skillset: Independent director with legal, judgment, and analytical credentials valued by the board .
Equity Ownership
| Measure | Amount/Status |
|---|---|
| Beneficial ownership (as of 3/18/2025) | 105,046 shares; <1% of class |
| Direct holdings | 18,122 shares (owned directly) |
| Indirect holdings | 86,924 shares in a trust where Mr. Kaplan is trustee |
| Anti‑hedging/anti‑pledging | Company policy prohibits hedging and pledging by directors |
| Director ownership guideline | 4× cash retainer ($360,000) |
| Share price reference | $6.27 at 12/31/2024 |
| Approximate value of holdings (12/31/2024) | ~$658,627 (105,046 × $6.27) vs $360,000 guideline |
Governance Assessment
- Independence and committee load: Independent director serving on Compensation, Nominating & Corporate Governance, and Compliance & Ethics committees; no chair roles. Committee composition suggests active involvement without over‑concentration of power, which supports board effectiveness .
- Attendance and engagement: Board met 10 times with all directors meeting at least the 75% attendance threshold; independent directors hold executive sessions led by the Lead Independent Director (Lasky), indicating robust oversight culture .
- Alignment and incentives: 2024 director pay mix balanced ($90k cash; $135k equity); director ownership guidelines in place; anti‑hedging/pledging policy strengthens alignment. Mr. Kaplan’s disclosed holdings (~105k shares) provide skin‑in‑the‑game; value at the 12/31/2024 share price exceeds the guideline threshold .
- Conflicts/related parties: No related‑party transactions in 2024; formal policy for review and approval mitigates risk. Compensation Committee interlocks were absent, and external consultants were vetted for conflicts in 2024, reducing committee conflict risk .
- Integrity and ESG oversight: Compliance & Ethics Committee (where Kaplan serves) oversees ESG policies and integrity program; board policies include whistleblower mechanisms and NYSE‑compliant recovery policy for incentive pay, enhancing investor confidence in controls .
RED FLAGS: None disclosed for hedging/pledging, related‑party transactions, or compensation interlocks; director equity grants are time‑based (not performance‑linked), which is typical but offers limited performance conditioning for directors .