Deven Petito
About Deven H. Petito
Deven H. Petito, 40, is an independent director of Superior Industries International, Inc. appointed on January 11, 2024 pursuant to a cooperation agreement with major shareholder Mill Road Capital; he was nominated to continue service for a one-year term at the 2025 annual meeting . He is a Management Committee Director at Mill Road Capital Management LLC, and holds an A.B. in Economics from Princeton University and an M.B.A. from Harvard Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mill Road Capital Management LLC | Management Committee Director | 2014–present (disclosed employment at firm since 2014) | Leads public and private equity investments; significant capital markets experience |
| Kohlberg Kravis Roberts & Co. (KKR) | Private Equity Group | Not disclosed | Early investing career in PE; transactional experience |
| Morgan Stanley (Investment Banking) | Investment Banking Division | Not disclosed | M&A and financing execution experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed for Mr. Petito . |
Board Governance
- Independence and structure: 7 of 8 nominees are independent; roles of Board Chair and CEO are separated; all committees are fully independent .
- Committee assignment: Member, Nominating and Corporate Governance Committee (Chair: Richard J. Giromini); the committee met 7 times in 2024 and oversees director nominations, board effectiveness, and governance policies .
- Attendance and engagement: In 2024, all directors attended at least 75% of Board and committee meetings; the Board held 9 meetings and committees met as follows—Audit: 9; Human Capital & Compensation: 6; Nominating & Corporate Governance: 7. Independent directors met in executive session at each regularly scheduled meeting .
- Investor-designee context: Petito’s appointment followed a cooperation agreement with Mill Road Capital; Mill Road agreed to standstill, voting support and other restrictions, and Petito must offer to resign if Mill Road’s ownership falls below 5% or upon certain breaches—mitigating activism risk while reflecting significant-holder influence .
- Related-party oversight: Company maintains a Related Party Transaction Policy; no related party transactions were identified in 2024 .
Fixed Compensation
- Structure (Non-employee directors): Annual cash retainer $70,000 (Board Chair $150,000); committee membership fees—Audit $12,000; Human Capital & Compensation $8,000; Nominating & Corporate Governance $8,000; committee chair fees—Audit $20,000; HCCC $15,000; N&CG $15,000. No meeting fees; expenses reimbursed .
- 2024 actuals (Petito): Partial-year service cash fees and equity shown below .
| 2024 Director Compensation | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Deven H. Petito | 66,667 | 192,500 | 259,167 |
Notes:
- Annual director RSU grant guideline: target value $140,000, granted near the annual meeting and vesting one year post-grant .
- No perquisites are provided to non-employee directors .
Performance Compensation
- Equity form: Time-based RSUs (no director PSUs or options). Annual grant vests one year after grant; initial appointment grant in 2024 also time-based .
| Grant Date | Award Type | Shares Granted (#) | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| Jan 11, 2024 | RSU (Initial Appointment) | 16,204 | Included in $192,500 2024 total stock awards | Vested Jan 11, 2025 |
| May 22, 2024 | RSU (Annual) | 37,338 | 140,000 | Vests one year post-grant (May 2025) |
Policy features relevant to incentive integrity:
- Anti-hedging and anti-pledging policies in place .
- Compensation clawback policy applies (primarily to executive incentive pay) .
Other Directorships & Interlocks
| Entity | Nature | Board/Committee Link | Notes |
|---|---|---|---|
| Mill Road Capital III, L.P. | 5%+ shareholder (approx. 14.7% as of Mar 27, 2025) | Petito appointed under cooperation agreement as Mill Road designee | Voting support and standstill provisions; resignation trigger if Mill Road <5% . |
| TPG GP A, LLC (via Series A Preferred) | 5%+ voting power holder (approx. 16.0%) | Separate investor rights; Michael Guo serves as director (independent) | Guo nominated per 2017 Investor Rights Agreement . |
No compensation committee interlocks or related-party transactions for 2024 were identified in the proxy .
Expertise & Qualifications
- Financial, strategic, capital markets and transactional expertise from private equity and investment banking roles; Princeton A.B. (Economics) and Harvard M.B.A. .
- Governance: Serves on Nominating & Corporate Governance Committee, contributing to board composition and evaluation processes .
Equity Ownership
- Ownership guidelines: Non-employee directors must own ≥5x annual cash retainer; five-year compliance window; directors must retain 100% of shares acquired until compliant. All non-employee directors were in compliance for 2024 .
- Anti-hedging/pledging: Prohibited under company policy .
| Holder | Common Shares Beneficially Owned | RSUs Vesting within 60 Days | Total (Shares + Near-term RSUs) | % of Common Stock |
|---|---|---|---|---|
| Deven H. Petito | 16,204 | 37,338 | 53,542 | <1% |
Note: For stock ownership policy purposes, the cooperation agreement deems the designee to own Mill Road affiliates’ SUP securities when applying any director stock ownership requirements .
Governance Assessment
- Positive indicators:
- Formal independence designation; majority-independent board; fully independent committees; separated Chair/CEO roles; regular executive sessions .
- Strong governance controls: related-party policy with no 2024 RPTs; anti-hedging/pledging; robust director stock ownership requirements; annual board/committee self-evaluations .
- Investor cooperation safeguards: Mill Road standstill and voting commitments, 17% cap without Chair consent, and resignation triggers mitigate activism escalation while aligning with a significant holder .
- Potential watch items (noted for investor awareness):
- Significant-holder designee (Mill Road) and separate TPG designee indicate concentrated shareholder influence on the board, though the board remains majority independent and committees are fully independent .
- Companywide say-on-pay support remained solid (approx. 86% in 2024), indicating stable investor confidence in compensation governance; continue to monitor future votes for any shifts .