Michael Dorah
About Michael Dorah
Executive Vice President and Chief Operating Officer of Superior Industries International (SUP). Appointed Senior Vice President, President North America effective January 11, 2021; promoted to EVP & COO in 2024 . Background includes 25+ years in automotive manufacturing operations; prior roles at Delphi Technologies (SVP Manufacturing Systems), Chassix (VP Operations; GM Brazil), Acument Global Technologies (VP & GM Brazil; VP Operations), and American Axle & Manufacturing (Director, Purchasing & Global Supply Base Management) . Education: B.S. Materials Engineering (Stevens Institute of Technology), M.S. Materials Engineering and MBA (MIT) . Age 55 at appointment (Dec 18, 2020); tenure at SUP since January 2021 . Performance context: 2024 AIPP Adjusted EBITDA target $164.6M vs actual $146.3M (bonus pool funded at 63.2%); 2023 actual $159.2M vs target $185M (company-wide), while Dorah’s AIPP was split 50% global and 50% North America regional, resulting in a 71.3% payout of target . LTIP PRSU outcomes: 2021–2023 PRSUs paid 100% of target (Net Debt 200% payout; Relative TSR -22% → 0%); 2022–2024 cycle overall earned ~96.63% of target shares (Net Debt 193.25%; Relative TSR ~17th percentile → 0%) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Delphi Technologies plc | SVP, Manufacturing Systems | 2019–2020 | Led global manufacturing systems for Tier-1 supplier; operational leadership and performance delivery |
| Chassix, Inc. | VP, Operations | 2016–2019 | Ran global precision casting/machining operations; footprint management and cost execution |
| Chassix, Inc. | GM, Brazil | 2012–2016 | Led Brazil operations; expatriate leadership improving regional manufacturing performance |
| Acument Global Technologies | VP & GM, Brazil; VP Operations | 2008–2010 | Managed Brazil business and broader operations for fasteners manufacturer |
| American Axle & Manufacturing | Director, Purchasing & Global Supply Base Mgmt (culminating role) | 2004–2008 (company tenure 1996–2008) | Global supply base optimization; strategic sourcing and cost control for Tier-1 supplier |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $475,000 | $525,000 |
| One-time Bonus ($) | — | $130,000 (European manufacturing footprint transformation) |
| All Other Compensation ($) | $20,690 (matching contributions, life insurance premiums, car allowance) | $22,215 (matching contributions, life insurance premiums, car allowance) |
Performance Compensation
Annual Incentive Performance Program (AIPP)
| Field | 2023 | 2024 |
|---|---|---|
| Metric | Adjusted EBITDA (50% global) + North America regional adjusted EBITDA (50%) | AIPP Adjusted EBITDA (company-level) |
| Target Bonus (% of Base) | 70% | Not disclosed in proxy (company-level metric used) |
| Target Award ($) | $332,500 | Not disclosed |
| Performance vs Target | Global AIPP Adjusted EBITDA target $185M; actual $159.2M; Dorah’s blended multiplier 71.3% | AIPP Adjusted EBITDA target $164.6M; actual $146.3M; pool funded at 63.2% |
| Payout | $237,073 | $232,260 |
| Vesting | Cash (annual) | Cash (annual) |
Long-Term Incentive Plans (Equity)
2023–2025 PRSUs and RSUs (grant approved May 17, 2023)
- Structure: Two-thirds PRSUs (Relative TSR sole metric), one-third time-based RSUs; PRSUs performance tranches based on 1-year, 2-year, and 3-year Relative TSR; RSUs vest ratably over 3 years .
- Dorah grant sizes: 2023–2025 PRSUs (target) 90,133 shares; 2023 time-based RSUs 45,066 shares .
| Metric | Weighting | Target | Actual/Status | Payout Range | Vesting |
|---|---|---|---|---|---|
| Relative TSR (2023–2025 PRSUs) | 100% (1/3 on 1-year, 1/3 on 2-year, 1/3 on 3-year TSR) | 90,133 (target shares) | In-progress (finalizes 12/31/2025) | 0–200% of target | Shares delivered post performance period |
| Time-Based RSUs (2023 grant) | n/a | 45,066 shares | Vests ratably over 3 years | n/a | 1/3 per year over 3 years |
2024 LTI Awards (granted under 2018 Equity Plan)
- Time-based RSUs and PRSUs (Relative TSR sole metric); RSUs vest in equal annual installments over three years; PRSUs paid based on TSR vs comparator group; PRSUs and RSUs valued at grant using ASC 718 (RSUs $2.98/sh; PRSUs $3.82/sh) .
- Dorah 2024 grant accounting values: Time-based RSUs $236,251; PRSUs (at target) $605,688 .
| Metric | Weighting | Target | Actual/Status | Payout Range | Vesting |
|---|---|---|---|---|---|
| Relative TSR (2024 PRSUs) | 100% | $605,688 grant-date FV | In-progress (cycle through 2026; reported at target units) | 0–200% of target | Shares delivered post performance period |
| Time-Based RSUs (2024 grant) | n/a | $236,251 grant-date FV | Unvested shares outstanding at 12/31/2024 included below | n/a | 3-year ratable vesting |
LTIP Payouts (Completed)
| Cycle | Metrics & Weighting | Result | Dorah Shares Earned |
|---|---|---|---|
| 2021–2023 PRSUs | Net Debt 50%; Relative TSR 50% | Net Debt: 200% payout; Relative TSR: -22% → 0% payout; Overall: 100% of target shares | 54,322 shares |
| 2022–2024 (composite outcome for PRSUs) | Net Debt 50%; Relative TSR 50% | Net Debt: 193.25%; Relative TSR: ~17th percentile → 0%; Overall: ~96.63% of target shares | Company-level outcome; Dorah’s outstanding PRSUs at target disclosed below |
Equity Ownership & Alignment
Beneficial Ownership
| Date (Record) | Shares Beneficially Owned | RSUs that Vest within 60 days | Total | % of Common Stock | Notes |
|---|---|---|---|---|---|
| March 28, 2024 | 82,601 | — | 82,601 | <1% | As of 28,943,300 shares outstanding |
| March 27, 2025 | 141,253 | 26,426 | 167,679 | <1% | As of 29,753,837 shares outstanding |
Outstanding Equity Awards at FY 2024 End (12/31/2024)
| Award Type | Units Unvested/Unearned | Market/Payout Value ($) |
|---|---|---|
| Time-Based RSUs (Unvested) | 79,279 | $161,729 (at $2.04 close on 12/31/2024) |
| PRSUs (at Target, Unearned) | 158,557 | $323,456 (at $2.04 close on 12/31/2024) |
Alignment Policies
- Stock Ownership Guidelines: CEO 5x base salary; other executive officers 2x base salary; must retain 100% of shares and net shares from vesting/exercise until in compliance; all NEOs at or above required ownership as of 2024 measurement date .
- Hedging Policy: Hedging (collars, forward sales, swaps, exchange funds) prohibited for directors, officers, and designated insiders .
- Pledging: Not explicitly disclosed; no related party transactions identified in 2024 .
Employment Terms
| Term | Detail |
|---|---|
| Appointment | Named SVP & President North America effective Jan 11, 2021; promoted to EVP & COO in 2024 |
| Initial Base Salary | $400,000 per annum |
| AIPP Target | 55% of base salary (annual on-target bonus) |
| Long-Term Incentive Target | 110% of base salary (equity-based LTIP eligibility beginning 2021–2023 cycle) |
| Car Allowance | $9,600 per annum (taxable) |
| Benefits | Eligible for medical, dental, vision, life, LTD; 401(k) with company match |
| Change-in-Control Plan | Participates in Executive Change-in-Control Severance Plan |
Severance & Change-of-Control Economics
| Plan | Trigger | Multiple / Benefits | Vesting Treatment |
|---|---|---|---|
| Executive Severance Plan (non-CoC) | Termination by Company other than for Cause, or by executive for Good Reason | 12 months base salary + prorated current-year AIPP based on actual performance | RSUs outstanding ≥6 months vest prorata; PRSUs outstanding ≥6 months continue based on actual performance |
| Executive CoC Severance Plan | Termination by Company without Cause or resignation for Good Reason within 2 years following a Change-in-Control (double trigger) | 2x (base salary + target annual bonus), lump sum within 60 days | Accelerated vesting per plan terms (as described) |
Investment Implications
- Pay-for-performance alignment: AIPP tied to Adjusted EBITDA, and PRSUs tied solely to Relative TSR, drive correlation between compensation outcomes and enterprise value creation; Dorah’s 2023 AIPP payout at 71.3% and 2024 payout at 63.2% reflect disciplined funding against below-target EBITDA performance .
- Equity exposure and vesting cadence: Significant unvested RSUs (79,279) and PRSUs at target (158,557) as of FY2024 imply ongoing equity vesting and potential periodic share delivery; absence of stock options reduces near-term exercise-driven selling pressure .
- Ownership and trading constraints: Compliance with 2x salary ownership guideline and required holding of net shares until compliant, plus strict anti-hedging policy, bolster alignment and reduce hedging-related risk; pledging not disclosed (monitor) .
- Retention risk: Double-trigger CoC protection (2x salary+bonus) and non-CoC severance benefits (12 months salary + prorated incentives/vesting) mitigate turnover risk for a manufacturing operations leader critical to footprint optimization and cost execution .
- Track record signals: LTIP outcomes highlight operational deleveraging (Net Debt overachievement) offset by weak TSR relative to peers; the 2022–2024 composite at ~96.63% of target suggests balanced but not outsized equity realization, keeping incentives aligned with further stock performance improvement .