William Lasky
About William M. Lasky
William M. Lasky, age 77, has served on Stoneridge, Inc.’s Board since 2004 and is an independent director. He is the Board’s Chairman and the Lead Independent Director, presiding over executive sessions of independent directors; he brings deep operating experience from prior CEO/chairman roles at JLG Industries and Accuride, and board service at Affinia Group and NUARI . In 2024, the Board held 10 meetings and all directors (including Lasky) attended the Annual Meeting; each director attended at least 75% of Board/committee meetings, indicating solid engagement .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JLG Industries, Inc. | President & CEO; Chairman of the Board | CEO 1999–2006; Chairman 2001–2006 | Led diversified construction/industrial equipment manufacturer |
| Accuride Corporation | President & CEO; Chairman of the Board | CEO 2008–2011; Chairman 2009–2012 | Navigated restructuring; Chapter 11 filing Oct 2009, emergence Feb 2010 |
| Affinia Group, Inc. | Director | 2011–2016 | Auto/HD vehicle replacement parts; governance oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NUARI (federally chartered 501(c)(3)) | Director | 2019–present | Focus on cybersecurity/defense technologies; public interest research |
Board Governance
| Item | Details |
|---|---|
| Independence | Determined independent by Board under NYSE rules |
| Chair/Lead Independent | Independent Chairman; Lead Independent Director (Lasky) presides over executive sessions |
| Committee Memberships | Audit Committee member; Compensation Committee member; Nominating & Corporate Governance Committee Chair |
| Attendance | Board held 10 meetings in 2024; each director attended ≥75% of Board/committee meetings; all attended the 2024 Annual Meeting |
| Committee Cadence (2024) | Audit: 8 meetings ; Compensation: 4 meetings ; Nominating & Corporate Governance: 5 meetings ; Compliance & Ethics: 4 meetings |
| Say-on-Pay | 99% support at 2024 Annual Meeting |
| Anti-Hedging/Pledging | Company prohibits hedging and pledging of Company stock |
| ESG/Cyber Oversight | Compliance & Ethics Committee oversees ESG; Audit Committee oversees cybersecurity; Board receives regular updates |
Fixed Compensation
| Year | Cash Retainer (Chairman) | Committee Chair Fees | Fees Earned (Cash) | Equity Grant (Fair Value) | Total |
|---|---|---|---|---|---|
| 2024 | $170,000 | $13,000 (NCGC Chair) | $183,000 | $135,000 | $318,000 |
| 2023 | $180,000 | $10,000 | $190,000 | $134,955 | $324,955 |
| 2022 | $170,000 | $10,000 | $180,000 | $120,000 | $300,000 |
| 2019 | $150,000 | $10,000 | $160,000 | $105,000 | $265,000 |
| 2018 | $145,000 | $7,500 | $152,500 | $105,000 | $247,500 |
Notes:
- 2024 director fee schedule: Director retainer $90,000; Chairman retainer $170,000; committee chair fees Audit $20,000, Compensation $15,000, NCGC $13,000, CEC $13,000; annual equity grant $135,000 .
- Director ownership guideline: Own shares equal to 4× the cash portion of annual retainer; 5-year accumulation; sale restrictions until compliant .
Performance Compensation
Directors receive time-based restricted shares/units; there are no performance-conditioned metrics for directors.
| Grant | Grant Date | Shares/Units | Vesting | Fair Value |
|---|---|---|---|---|
| Annual Director Grant | Mar 11, 2024 | 8,122 shares | Lapsed Mar 3, 2025 | $135,000 |
| Annual Director Grant | Mar 13, 2023 | 7,745 shares | Lapsed Mar 1, 2024 | $134,955 |
Forward-looking plan:
- 2025 LTIP reserves 726,000 shares and consolidates employee/director grants; max annual compensation for non-employee directors under LTIP $350,000, rising to $400,000 for special committees/Lead Independent/Board Chair; expected restricted share grant of $83,400 to each non-employee director upon approval .
Other Directorships & Interlocks
| Company/Entity | Public/Private | Role | Interlocks/Notes |
|---|---|---|---|
| NUARI | Non-profit | Director | No Company-related interlock disclosed |
| Affinia Group, Inc. | Private (historical) | Director (2011–2016) | No Company-related interlock disclosed |
No compensation committee interlocks existed in 2024 .
Expertise & Qualifications
- Prior CEO/chair experience at industrial and commercial vehicle suppliers (JLG, Accuride), bringing deep operational and industry knowledge valued by SRI’s Board .
- Demonstrated governance leadership as Chair, Nominating & Corporate Governance Committee .
- Independent leadership, presiding over executive sessions and reinforcing board effectiveness .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | As-of Date | Notes |
|---|---|---|---|---|
| William M. Lasky | 147,994 | <1% | Mar 18, 2025 | Individual line reported; Company prohibits hedging/pledging |
- Shares outstanding at record date: 27,845,336 (each share one vote) .
- Director ownership guideline: 4× cash retainer; five-year accumulation; sale restrictions until guideline met .
- Anti-hedging and anti-pledging policy: Prohibits hedging and pledging Company securities .
Governance Assessment
- Board roles: Lasky serves as independent Chairman, Lead Independent Director, and NCGC Chair; also sits on Audit and Compensation, providing strong oversight across governance, financial reporting, and pay .
- Engagement: Board and committees met frequently in 2024; attendance requirements met; directors attended Annual Meeting; positive signal for engagement .
- Pay alignment: Director pay mix emphasizes equity ($135k) and standard cash retainers/committee fees, with clear caps and ownership guidelines; 2025 LTIP introduces consolidated plan governance and director compensation caps .
- Say-on-Pay: 99% approval indicates strong shareholder support for compensation practices; positive stewardship signal .
- Conflicts/Related Party: No related party transactions reported in 2024; policy requires Compliance & Ethics Committee review and approval if any arise; mitigates conflict risk .
- Compensation consultant independence: TRS and Meridian engaged; committee determined no conflicts of interest .
- RED FLAGS: Prior association with Accuride during Chapter 11 (2009–2010) is a background risk indicator, though the company successfully emerged from reorganization . No hedging/pledging allowed by policy; no pledges disclosed; no interlocks or related party transactions reported .
Overall, William Lasky’s long tenure, independent leadership, and multi-committee participation support board effectiveness; compensation structure and policies (ownership guidelines, anti-hedging/pledging, caps) align director incentives with shareholder interests, and recent shareholder support reinforces governance credibility .