Michael Bruynesteyn
About Michael R. Bruynesteyn
Independent director of Superior Industries International (SUP) since 2015; age 61. Chief Financial Officer of Raistone; prior roles include Treasurer/VP Strategic Finance at Turner Construction (2013–2018), Managing Director at Strauss Capital Partners (2008–2012), Managing Director in Lehman Brothers’ asset management division (2006–2008), Senior Equity Research Analyst (Automotive) at Prudential Equity Group (1999–2006), and finance roles at General Motors through 1998. Holds a BASc in Mechanical Engineering (University of British Columbia) and an MBA (London Business School); NACD Governance Fellow. Audit Committee Financial Expert designation from SUP’s Board.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Turner Construction Company | Treasurer & VP, Strategic Finance | 2013–2018 | Led treasury/strategic finance at the largest U.S. commercial construction company |
| Strauss Capital Partners | Managing Director | 2008–2012 | Investment banking; capital markets expertise |
| Lehman Brothers (Asset Management) | Managing Director | 2006–2008 | Asset management; investor perspective |
| Prudential Equity Group | Senior Equity Research Analyst, Automotive | 1999–2006 | Sell-side coverage; automotive sector focus |
| General Motors | Various finance roles incl. Director of Investor Relations | Through 1998 | Corporate finance and IR experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Raistone | Chief Financial Officer | Current | Working capital solutions firm; finance leadership |
| ClearMotion, Inc. | Advisory Board Member | Not disclosed | Vehicle motion control systems; advisory capacity |
Board Governance
- Independence: Independent director; 7 of 8 director nominees are independent; committee membership limited to independent directors.
- Committees: Member, Audit Committee (Chair: Ellen B. Richstone); Member, Human Capital & Compensation Committee (Chair: Paul J. Humphries).
- Audit Committee Financial Expert: Board determined Mr. Bruynesteyn qualifies.
- Attendance/Engagement: In 2024, Board held 9 meetings; all directors attended at least 75% of Board and committee meetings; seven of eight directors attended the Annual Meeting; independent director executive sessions held at each Board and committee meeting.
- Board leadership: Separate non-executive Board Chair (Timothy C. McQuay).
Fixed Compensation
| Component | Amount/Structure | Notes |
|---|---|---|
| Annual cash retainer (non-Chair) | $70,000 | Paid to non-employee directors; Board Chair $150,000 |
| Committee membership fees | Audit: $12,000; HCC: $8,000; NCG: $8,000 | Additional annual compensation per committee |
| Committee chair fees | Audit: $20,000; HCC: $15,000; NCG: $15,000 | Additional annual compensation per chair |
| Meeting fees | None | No cash fees for attendance; expenses reimbursed |
| Equity grant (RSUs) | Target $140,000; 37,338 RSUs on May 22, 2024 | Vests one year after grant; valued on 20-day average closing price |
| 2024 Director Compensation (Bruynesteyn) | Amount ($) | Detail |
|---|---|---|
| Fees earned/paid in cash | 86,667 | Retainer + committee fees |
| Stock awards (RSUs grant date fair value) | 140,000 | RSUs granted May 22, 2024 |
| Total | 226,667 | Sum of cash + equity |
| Unvested RSUs at 12/31/2024 | 37,338 | Director-level RSUs outstanding |
Performance Compensation
- Directors receive time-based RSUs; no director performance-based equity metrics are disclosed. RSUs vest in full on the annual anniversary of the grant date; minimum one-year vesting policy applies to nonemployee director awards aligned to annual meeting cadence.
| RSU Grant Detail (Non-Employee Directors, 2024) | Value/Count | Vesting |
|---|---|---|
| Grant date | May 22, 2024 | — |
| Target value | $140,000 | Based on 20-day average closing price |
| RSUs granted | 37,338 | Vests one year post-grant |
Other Directorships & Interlocks
- No other public company directorships for Mr. Bruynesteyn are disclosed in SUP’s 2025 proxy.
Expertise & Qualifications
- Financial, treasury, accounting, capital markets, and global experience; investor perspective with automotive focus.
- Audit Committee Financial Expert designation (SEC definition).
- Education: BASc Mechanical Engineering (UBC); MBA (London Business School).
- NACD Governance Fellow.
Equity Ownership
| Holder | Shares Beneficially Owned | RSUs Vesting within 60 Days | Total | % of Common Stock | Notes |
|---|---|---|---|---|---|
| Michael R. Bruynesteyn | 134,945 | 37,338 | 172,283 | <1% | As of Mar 27, 2025; based on 29,753,837 shares outstanding |
- Stock ownership policy: Directors must own ≥5× annual cash retainer; five-year period to comply; directors must retain 100% of net shares until compliant; all non-employee directors were compliant in 2024.
- Hedging/pledging: Prohibited for directors and employees.
- Shares pledged: None indicated in 2024 proxy; hedging/pledging is prohibited.
Governance Assessment
- Board effectiveness: Active participation across Audit and HCC committees; Audit Committee financial expertise designation enhances oversight of financial reporting, risk management, and ESG practices.
- Independence and attendance: Independent status with strong engagement (≥75% attendance; regular executive sessions); supports robust governance culture.
- Compensation alignment: Director pay mix balanced between cash and equity; no meeting fees; RSUs with one-year vesting; ownership guidelines promote alignment.
- Conflicts/related-party exposure: Company maintains related party transaction policy; no related party transactions identified in 2024; hedging/pledging prohibited.
- Shareholder signals: Say-on-Pay support ~86% in 2024 and ~95% in 2023, indicating favorable sentiment toward compensation governance.
- Compensation committee practices: Fully independent HCC committee; uses independent consultant (Meridian) with no conflicts identified; oversight includes hedging/pledging, ownership requirements, clawback policy.
Red Flags: None indicated specific to Mr. Bruynesteyn in 2024; no related-party transactions; attendance thresholds met; anti-hedging/pledging in place; no meeting fees that could incentivize quantity over quality.