F. Jack Liebau, Jr.
About F. Jack Liebau, Jr.
F. Jack Liebau, Jr. is the independent Chair of Strattec’s Board since January 1, 2024 and a director since 2023; he is age 61 and designated an “audit committee financial expert” by the Board based on work experience and education . His background spans senior investment roles including Managing Director at Beach Investment Counsel, President/CEO of Roundwood Asset Management, and prior portfolio management roles at Davis Funds and Primecap Management Company . He serves on three committees (Audit, Compensation, Nominating & Corporate Governance) and is independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Beach Investment Counsel, Inc. | Managing Director | — | Institutional investment leadership |
| Roundwood Asset Management (Alleghany subsidiary) | President & CEO | — | Led public equities for insurance cos. |
| Liebau Asset Management Company | President & Founder | — | Founded and led investment firm |
| Davis Funds | Partner & Portfolio Manager | — | Public equities portfolio management |
| Primecap Management Company | Partner & Portfolio Manager | — | Public equities portfolio management |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Myers Industries, Inc. (NYSE: MYE) | Board Chair & Director | 2015 | Public company board leadership |
| Motorcar Parts of America, Inc. (Nasdaq: MPAA) | Director | 2024 | Automotive aftermarket parts |
| BNY Mellon ETF Trust | Director | — | Fund governance |
Board Governance
- Board Chair (independent, non-executive) since Jan 1, 2024; CEO is separate (Jennifer Slater) .
- Committee memberships: Audit; Compensation; Nominating & Corporate Governance; independent status affirmed; audit committee financial expert designation for Liebau and Audit Chair Matteo Anversa .
- Meetings and attendance: Board held five meetings in FY2025; all directors attended >75% of Board and committee meetings; executive sessions occur at each Board meeting .
- Committee activity: Audit Committee (9 meetings), Compensation Committee (6), Nominating & Corporate Governance Committee (5) .
- Shareholder rights enhancements: Board declassified (annual elections) and proxy access added (bylaws amended Oct 23, 2024) .
Fixed Compensation
| Component | Program Terms | FY2025 Amount (Liebau) |
|---|---|---|
| Annual non-employee director retainer (cash) | $85,000, paid quarterly in arrears | $108,750 |
| Annual non-employee director equity (restricted stock) | $85,000 RS, generally granted on annual meeting; vests at next annual meeting; no cash dividends while unvested | $137,256 grant-date fair value; granted Oct 25, 2024 |
| Transition RS grant for FY2024 service | One-time $50,000 RS grant vesting immediately (transition to current program) | Included in FY2025 stock awards |
| Chair of Board additional retainer | $60,000 annually | Included in cash fees total |
| Committee Chair retainers | Audit Chair $20,000; Compensation Chair $15,000; Nominating Chair $15,000 | Not applicable (Liebau not a committee chair in FY2025) |
Notes: Non-employee directors no longer participate in an annual cash incentive program .
Performance Compensation
| Item | Details |
|---|---|
| Performance-linked pay for non-employee directors | None; program consists of cash retainer plus time-based restricted stock; annual cash incentive eliminated |
| Clawback policy | Excess incentive compensation recovery for executives; policy adopted; also anti-hedging/anti-pledging and margin account prohibitions apply to directors and employees |
Other Directorships & Interlocks
| Company | STRT Director(s) | Interlock Detail |
|---|---|---|
| Myers Industries, Inc. (NYSE: MYE) | Liebau (Chair & Director); Bruce M. Lisman (Director) | Shared board seats; potential information-flow network |
| Associated Capital Group (NYSE: AC) | Bruce M. Lisman (Director) | Large shareholder GAMCO affiliates are reported STRT holders; network proximity (see ownership) |
- Major shareholders include GAMCO Investors (18.7%), Gabelli Small Cap Growth Fund (6.1%), Dimensional (7.2%), Vanguard (5.0%), indicating significant value investor presence; Lisman’s AC role and GAMCO ownership create a governance network to monitor for independence and related-party matters (no related-party transactions disclosed in FY2025) .
Expertise & Qualifications
- Deep financial and investment expertise; history of leading and managing public equity portfolios; board governance experience across public and private boards .
- Audit committee financial expert designation by the Board .
- Strategic planning, risk oversight, and compensation experience via committee service .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 5,505 | As of Aug 15, 2025 |
| Ownership (% of shares outstanding) | 0.1% | Shares outstanding 4,160,284 |
| Sole voting and investment power | 3,298 | Direct/indirect voting and investment control |
| Unvested restricted stock (sole voting power only) | 2,207 | Unvested RS under equity plans; no dividends while unvested |
| Hedging/pledging | Prohibited for directors and employees; margin accounts also prohibited |
Director Compensation Summary (FY2025)
| Item | Amount |
|---|---|
| Fees Earned or Paid in Cash | $108,750 |
| Stock Awards (grant-date fair value) | $137,256 (granted Oct 25, 2024) |
| Total Compensation | $246,006 |
Say-on-Pay & Shareholder Feedback
| Metric | FY2024 | FY2025 |
|---|---|---|
| Say-on-Pay approval (% of votes cast “For”) | 78.55% | 75.76% |
| Board structure changes | Declassification approved Oct 23, 2024 | Annual elections ongoing |
Governance Assessment
- Board effectiveness: Independent, engaged Chair; clear separation of CEO and Chair roles; regular executive sessions; multi-committee participation; audit financial expert designation supports oversight quality .
- Incentives and alignment: Director pay emphasizes equity via time-based RS grants; elimination of director cash incentives reduces pay complexity and potential short-termism; chair and chair-of-committee retainers reflect added workload .
- Ownership and alignment: Direct beneficial ownership (5,505 shares) plus unvested RS supports alignment; strict anti-hedging/pledging policy mitigates misalignment risks .
- Shareholder rights: Declassified board and proxy access enhance accountability; majority voting in uncontested elections; directors encouraged to attend annual meetings (near-total attendance in 2024) .
- RED FLAGS: Monitor interlocks at Myers Industries (with Lisman) and significant Gabelli/GAMCO network presence; however, FY2025 proxy discloses no related-party transactions and independence affirmed by the Board .
Overall signal: Governance reforms (declassification, proxy access), independent Chair, and strengthened committee oversight are positives; attention warranted to external interlocks and major shareholder networks, though no related-party transactions were disclosed in FY2025 .