Ellen Richstone
About Ellen B. Richstone
Ellen B. Richstone (age 73) is an independent director of Superior Industries International, Inc. (SUP) serving since 2016; she is the Audit Committee Chair and a member of the Nominating & Corporate Governance Committee . Her background includes 25+ years as CFO across public and private companies, including Rohr Aerospace, with expertise in finance, internal controls, risk management, cybersecurity, and global technology operations; she holds a B.A. from Scripps College and a Master of Law and Diplomacy from The Fletcher School at Tufts . She is an NACD Board Leadership Fellow (2018), NACD Director Certified (2024), and received the ACCD Distinguished Director Award (2013) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rohr Aerospace (Fortune 500) | Chief Financial Officer | 1989–2012 | Led finance, accounting, treasury, internal controls; public-company CFO credentials |
| Entrepreneurial Resources Group | President & CEO | 2002–2004 | Executive management firm leadership |
| Multiple technology companies (hardware, software, telecom, semiconductor) | Chief Financial Officer | Various (within 1989–2012 period) | Financial leadership across tech sectors |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cognition Therapeutics | Director | Since 2021 | Current public company directorship |
| Orion Energy Systems, Inc. | Director | Since 2017 | Current public company directorship |
| eMagin Corp. | Director | 2014–2023 | Prior public board service |
| NACD New England | Board member | Not specified | Governance leadership; NACD Fellow (2018); Director Certified (2024) |
Board Governance
- Independence: The Board determined all non-employee directors, including Ms. Richstone, meet NYSE independence standards; only the CEO is non-independent .
- Committee leadership: Audit Committee Chair; member of Nominating & Corporate Governance; designated Audit Committee Financial Expert .
- Attendance: In 2024, all directors attended at least 75% of Board and committee meetings; seven of eight attended the Annual Meeting .
- Engagement: Independent directors held executive sessions at each regularly scheduled Board and committee meeting; Board Chair presided (non-executive) .
- ESG oversight: Audit Committee oversees execution of ESG practices, environmental/climate oversight, cybersecurity, compliance, enterprise risk; Audit met 9 times in 2024 .
- Governance practices: Separate Chair/CEO; proxy access; plurality-plus resignation policy; anti-hedging/anti-pledging; strict stock ownership requirements; cap on outside directorships (≤3 for non-employee directors) .
Fixed Compensation
| Component | Policy (2024) | Ellen Richstone – 2024 Actual ($) |
|---|---|---|
| Annual cash retainer | $70,000 for directors | $94,667 (fees earned/paid in cash) |
| Board Chair retainer | $150,000 | N/A (not Chair) |
| Committee membership fees | Audit: $12,000; HCC: $8,000; Nominating: $8,000 | Included within total cash above |
| Committee chair fees | Audit: $20,000; HCC: $15,000; Nominating: $15,000 | Included within total cash above (Audit Chair) |
| Meeting fees | None (no cash fees for attendance) | N/A |
Performance Compensation
| Grant Type | Grant Date | Shares Granted (#) | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| Time-based RSUs (annual director grant) | May 22, 2024 | 37,338 | 140,000 | Vests one year after grant |
| Unvested RSUs at 12/31/2024 | — | 37,338 | N/A | Outstanding as of year-end |
Notes:
- Non-employee directors receive annual time-based RSUs; no performance-based equity or stock options are granted to directors .
- Directors receive no perquisites; equity valued using 20-day average price methodology for grant sizing .
Other Directorships & Interlocks
| Company | Sector Link to SUP | Potential Interlock/Conflict |
|---|---|---|
| Cognition Therapeutics | Biotech; no direct automotive supplier relationship disclosed | Low conflict risk based on disclosed roles |
| Orion Energy Systems | Energy/lighting; not a disclosed SUP supplier/customer | Low conflict risk based on disclosed roles |
| eMagin Corp. (prior) | Microdisplays; not a disclosed SUP supplier/customer | Low conflict risk based on disclosed roles |
- Related-party transactions: None identified in 2024 per Board’s Related Party Transaction Policy review .
Expertise & Qualifications
- Financial expert (Audit Committee Financial Expert designation) with deep experience in accounting, treasury, internal controls, risk management, cybersecurity, and technology operations .
- Global business experience across aerospace and technology sectors; recognized governance credentials (NACD Fellow 2018; NACD Director Certified 2024; ACCD Distinguished Director Award 2013) .
Equity Ownership
| Holder | Shares Beneficially Owned | RSUs Vesting Within 60 Days | Total | % of Common Stock |
|---|---|---|---|---|
| Ellen B. Richstone | 154,998 | 37,338 | 192,336 | <1% (*) |
- Director stock ownership guidelines: Non-employee directors must hold shares valued at ≥5x annual cash retainer and retain 100% of shares acquired until compliant; all non-employee directors were in compliance for 2024 .
- Anti-hedging/anti-pledging policies: Prohibit hedging and pledging of Company stock .
Governance Assessment
- Strengths: Independent status; Audit Chair with financial expert designation; strong governance practices (separate Chair/CEO; executive sessions; stock ownership rules; anti-hedging/pledging); no related-party transactions .
- Engagement: Board held 9 meetings; Audit 9; Nominating 7; HCC 6; all directors met attendance thresholds; executive sessions at each meeting .
- Alignment: Director pay includes modest cash retainer and committee fees; equity via annual RSUs with one-year vest aligns interests; no director perquisites; ownership guideline compliance .
- Shareholder signals: Say-on-Pay support ~85% at 2024 annual meeting; continued annual advisory vote cadence .
- Red flags: None disclosed specific to Ms. Richstone—no hedging/pledging permitted, no related-party transactions, within outside directorship cap .
(*) Percent of common stock for individual directors is reported as “Less than 1%” in the beneficial ownership table .
Notes on director compensation mix: For 2024, Ms. Richstone received $94,667 in cash fees and $140,000 in RSUs, reflecting a predominant equity component consistent with alignment objectives .
Insider trades: The proxy discloses beneficial ownership but does not enumerate Form 4 transactions; no additional insider trading data is provided within the DEF 14A. Consider reviewing current Forms 4 for transaction-level detail outside this document .