Bruce M. Lisman
About Bruce M. Lisman
Independent director at Strattec Security Corporation (Nasdaq: STRT); age 78; appointed to the board in 2023. He is a private investor with a capital markets background, previously Chairman of J.P. Morgan’s Global Equity Division (2008–2009) and Head/Co-Head of Bear Stearns’ Global Equity Division (1987–2008), and serves on Audit, Compensation, and Nominating & Corporate Governance committees; board has determined him to be independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| J.P. Morgan | Chairman, Global Equity Division | 2008–2009 | Senior executive leadership in global equities |
| Bear Stearns | Head/Co-Head, Global Equity Division | 1987–2008 | Led global equity operations and strategy |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Myers Industries (NYSE: MYE) | Director | Since 2015 | Public company board experience; industry oversight |
| Associated Capital Group (NYSE: AC) | Director | Since 2015 | Capital markets governance; potential network ties |
| National Life Group | Director (Private mutual) | Since 2004 | Insurance industry board governance |
| Bank of Burlington | Director (Private) | Since 2022 | Banking oversight |
Board Governance
- Independence: Determined independent; Ms. Slater (CEO) is the only non-independent director .
- Committees: Audit, Compensation, Nominating & Corporate Governance; not a committee chair .
- Attendance: Board held five meetings in FY2025; all directors attended more than 75% of board and applicable committee meetings; executive sessions without management at each board meeting .
- Committee Activity (FY2025): Audit met 9x; Compensation met 6x; Nominating & Corporate Governance met 5x .
- Governance Enhancements: Board declassified (annual elections); proxy access in bylaws; majority voting in uncontested elections .
- Related Party Transactions: None in FY2025; Audit Committee oversees any related party reviews .
- Trading/Alignment Policies: Prohibits hedging, short sales, margin accounts, and pledging by directors and officers .
Committee Memberships and Meetings
| Committee | Membership | Chair | Meetings (FY2025) |
|---|---|---|---|
| Audit | Member | Matteo Anversa | 9 |
| Compensation | Member | Thomas W. Florsheim, Jr. | 6 |
| Nominating & Corporate Governance | Member | Tina Chang | 5 |
Fixed Compensation
- Program: Annual retainer $170,000 (cash $85,000, restricted stock $85,000); during FY2025 transition year directors also received a $50,000 restricted stock grant vesting immediately for prior-year service; no annual cash incentive for directors; chair stipends: Board Chair $60,000; Audit Chair $20,000; Compensation and Nominating Chairs $15,000 .
FY2025 Director Compensation – Bruce M. Lisman
| Component | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $63,750 |
| Stock Awards (grant-date fair value) | $137,256 |
| Non-Equity Incentive Plan | $0 |
| All Other Compensation | $0 |
| Total | $201,006 |
Performance Compensation
- Directors: No performance-based pay; equity grants are time-based restricted stock subject to service-based vesting and do not carry performance hurdles .
| Pay Element | Performance Link | Metrics | Notes |
|---|---|---|---|
| Director Equity (RSAs) | None | N/A | Grants of $85,000 (annual) plus a one-time $50,000 transition grant in FY2025; vesting based on service |
Other Directorships & Interlocks
- Shared Directorship: Lisman and F. Jack Liebau, Jr. both serve on Myers Industries’ board, indicating an external interlock that may influence information flow or perspectives at STRT .
- Gabelli Ecosystem Links: Lisman serves on Associated Capital Group’s board, while GAMCO Investors and affiliated funds are principal holders of STRT (18.7% GAMCO; 6.1% Gabelli Small Cap Growth Fund), creating potential perception risks around influence or alignment; no related party transactions were disclosed for FY2025 .
Expertise & Qualifications
- Capital markets and investment management expertise; extensive public company board and committee leadership experience; contributes governance and financial acumen relevant to STRT’s oversight needs .
Equity Ownership
| Holder | Total Beneficial Ownership | % of Shares Outstanding | Sole Voting & Investment Power | Sole Voting Power Only (Unvested RSAs) |
|---|---|---|---|---|
| Bruce M. Lisman | 8,505 shares | 0.2% | 6,298 shares | 2,207 shares |
- Shares outstanding at record date: 4,160,284 .
- Alignment Policy: Anti-hedging and anti-pledging rules applicable to directors .
Governance Assessment
- Strengths: Independent status; active committee service across Audit, Compensation, and Nominating & Governance; board-wide strong engagement with >75% attendance; governance reforms (declassification, proxy access, majority voting) enhance accountability; trading policy minimizes misalignment risk .
- Compensation Alignment: Director pay structure is balanced between cash retainer and time-based equity, avoiding performance-based incentives that could compromise independence; no director cash bonuses; compensation set and overseen by an independent Compensation Committee .
- RED FLAGS / Watch Items:
- External Interlocks: Shared board service at Myers Industries with current STRT Board Chair Liebau may create an external interlock; monitor for potential group-think or over-reliance on common networks .
- Principal Shareholder Ecosystem: Lisman’s directorship at Associated Capital Group while GAMCO/Gabelli-related entities are significant holders of STRT (aggregate holdings exceeding 20% across GAMCO and Gabelli funds) could raise perception risks; however, STRT disclosed no related party transactions in FY2025 and the board affirmed independence .
- Overall: On balance, Lisman brings valuable capital markets and governance expertise with broad committee engagement. While interlocks warrant monitoring, formal independence determinations, absence of related-party transactions, and strong anti-hedging/pledging provisions support investor confidence in board effectiveness .
Context on company performance under refreshed board and new CEO: STRT reported FY2025 stock return of 149% and significant operational improvements (EBITDA and cash flow exceeded targets), though these outcomes should be attributed to management execution with board oversight rather than to any single director .