David Sherbin
About David Sherbin
David M. Sherbin (age 65) is Senior Vice President, General Counsel, Chief Compliance Officer, and Corporate Secretary at Superior Industries (SUP), a role he has held since June 2022 . He previously served as General Counsel, Senior Vice President, Secretary, and Chief Compliance Officer at Aptiv PLC and at Delphi Automotive LLP, and earlier as General Counsel at Pulte Homes and Federal-Mogul Corporation; he holds a B.A. from Oberlin College and a J.D. from Cornell Law School . During his tenure, company performance has been pressured by industry volume declines and refinancing costs; SUP’s net sales fell from $1,640M (2022) to $1,267M (2024), and Adjusted EBITDA declined from $194M to $146M, while TSR trended down in 2023–2024 amid restructuring and leverage overhang .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Aptiv PLC | General Counsel, SVP, Secretary, Chief Compliance Officer | Not disclosed | Global Tier-1 auto supplier; governance, compliance and legal leadership for complex multi-jurisdictional operations |
| Delphi Automotive LLP | Secretary, Chief Compliance Officer, SVP | Not disclosed | Legal/compliance oversight supporting enterprise transformation and risk management |
| Pulte Homes | General Counsel | Not disclosed | Corporate legal leadership at large homebuilder; regulatory and governance frameworks |
| Federal-Mogul Corporation | General Counsel | Not disclosed | Legal leadership for diversified auto supplier; litigation and compliance oversight |
External Roles
No public company directorships or external board roles disclosed for Sherbin in SUP filings .
Company Performance During Sherbin’s Tenure
| Metric (USD) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Net Sales ($MM) | $1,640 | $1,385 | $1,267 |
| Adjusted EBITDA ($MM) | $194 | $159 | $146 |
| Adjusted EBITDA % of Value-Added Sales | 25.2% | 21.3% | 21.2% |
Total Shareholder Return ($100 initial investment)
| Measure | 2022 | 2023 | 2024 |
|---|---|---|---|
| TSR value of $100 investment | $103.18 | $78.24 | $49.88 |
Fixed Compensation
- Not disclosed for Sherbin specifically (he is not a Named Executive Officer in proxy tables) .
- Company executive policies: executive stock ownership guidelines require CEO at 5× salary and other executive officers at 2× salary; executives must retain 100% of net shares until compliant .
- Anti-hedging and anti-pledging: officers and directors are prohibited from hedging and pledging SUP stock .
Performance Compensation
Company incentive design (applies broadly; Sherbin’s individual awards are not disclosed):
- Annual AIPP (cash): 2024 target AIPP Adjusted EBITDA $164.6M; actual $146.3M; payout funded at 63.2% of target for NEOs (CEO payout linked 100% to company metric) .
- LTIP PRSUs 2022–2024: metrics 50% Relative TSR and 50% LTIP Net Debt; payout earned at 96.63% of target; three-year performance with vesting at cycle end .
- LTIP PRSUs 2024–2026: metric 100% Relative TSR with 1-, 2-, and 3-year measurement tranches averaged for final payout; vesting at end of full 3-year cycle .
| Plan | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| 2024 AIPP | AIPP Adjusted EBITDA | N/A | $164.6M | $146.3M | 63.2% of target | Annual cash (no vesting) |
| 2022–2024 LTIP | Relative TSR | 50% | Not disclosed | ~17th percentile (payout 0% on TSR leg) | Combined cycle 96.63% | 3-year vest |
| 2022–2024 LTIP | LTIP Net Debt | 50% | Not disclosed | 193.25% on Net Debt leg | Combined cycle 96.63% | 3-year vest |
| 2024–2026 LTIP | Relative TSR | 100% | Percentile vs peer set | In progress | 0–200% potential | 3-year vest (tranches averaged) |
Notes:
- Say-on-Pay support: ~86% approval at 2024 meeting; ~95% in 2023, affirming program design .
- Compensation governance features include double-trigger change-in-control equity vesting, no option repricing, and SEC/NYSE-compliant clawback .
Equity Ownership & Alignment
- Individual beneficial ownership for Sherbin is not disclosed in beneficial ownership tables (which list NEOs and directors) .
- Alignment policies:
- Executive stock ownership guidelines (CEO 5× salary; other executives 2×) and 100% hold requirement until compliant .
- Anti-hedging/anti-pledging for officers/directors .
- Equity plan emphasizes performance-based PRSUs tied to Relative TSR and financial metrics .
Employment Terms
- Start date: June 2022 as SVP, General Counsel, Chief Compliance Officer and Corporate Secretary .
- Contract terms, severance, and change-of-control specifics for Sherbin are not disclosed in filings; company-wide policies include:
- Equity plan change-of-control: if awards are not assumed, time-based awards vest and performance awards vest at target; if assumed, double-trigger acceleration upon qualifying termination within two years .
- Clawback policy for incentive-based comp (three-year recovery window for restatements; SEC/NYSE compliant) .
- Anti-hedging/pledging and stock ownership guidelines for executives .
Investment Implications
- Governance and compliance leadership: As GC/Chief Compliance Officer, Sherbin’s remit is risk oversight (legal, regulatory, cybersecurity), supporting disciplined governance during a period of restructuring, leverage management, and tariff uncertainty .
- Pay-for-performance construct prioritizes TSR and deleveraging metrics (LTIP Net Debt historically), aligning equity incentives with value creation; however company TSR declined in 2023–2024, reflecting operating and capital structure headwinds .
- Selling pressure signals: Anti-pledging and anti-hedging policies reduce potential adverse alignment signals; insider transaction data for Sherbin is not disclosed in filings reviewed .
- Key risks to monitor: heavy leverage with term loan at ~11.9% interest and preferred stock redemption risk starting September 2025; potential NYSE delisting risk could trigger preferred redemption; tariff increases on Mexico/Canada/China imports add operating uncertainty .