Michael Guo
About Michael Guo
Michael Guo (age 39) is an independent director of Superior Industries International (SUP), serving since 2024. He is a Managing Director at TPG and currently General Counsel of TPG Growth; he previously served as Deputy General Counsel of TPG Capital, and earlier practiced law at Ropes & Gray and Simpson Thacher & Bartlett. He holds an LL.B. from Peking University and an LL.M. from Harvard Law School; he is admitted to practice law in California and New York .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TPG Growth | General Counsel | 2017–present (start year disclosed) | Corporate strategy, M&A, global/international issues |
| TPG Capital | Deputy General Counsel | Not disclosed | Large-scale buyout platform; legal leadership |
| Ropes & Gray | Attorney | Prior to 2017 | Corporate/M&A legal experience |
| Simpson Thacher & Bartlett | Attorney | Prior to 2017 | Corporate/M&A legal experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| TPG | Managing Director | Not disclosed | Senior role at major alternative asset manager; TPG affiliates are a 16.0% beneficial owner of SUP via Series A Preferred (TPG GP A, LLC) |
Board Governance
- Independence: The Board determined all non-employee directors, including Guo, meet NYSE independence standards ; proxy summary lists Guo as “Independent” (X) .
- Appointment: Guo was appointed and is nominated pursuant to the Investor Rights Agreement (May 22, 2017) between SUP and TPG Growth III Sidewall, L.P. .
- Committee assignments: Guo is not listed as a member or chair of the Audit, Human Capital & Compensation, or Nominating & Corporate Governance Committees .
- Attendance: In 2024, all directors attended at least 75% of Board and committee meetings; seven of eight attended the Annual Meeting .
- Board/Committee meeting cadence (2024): Board 9; Audit 9; Human Capital & Compensation 6; Nominating & Corporate Governance 7 .
- Governance practices: Non-executive Board Chair; independent committees; anti-hedging and anti-pledging policies; stockholder rights including proxy access and special meeting rights; annual self-evaluations .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $0 | Guo does not receive compensation for Board or committee service |
| Committee membership fees | $0 | Guo receives no committee compensation |
| Committee chair fees | $0 | Not a committee chair |
| Meeting fees | $0 | No cash fees for attendance (policy) |
| Director perquisites | None | Company does not provide perquisites to non-employee directors |
Context for other directors (not applicable to Guo): Board Chair $150,000; other directors $70,000 cash retainer; Committee membership/chair annual fees: Audit $12,000/$20,000; HCCC $8,000/$15,000; Nominating $8,000/$15,000 .
Performance Compensation
| Award Type | Grant Date | Shares/Units | Grant Date Fair Value | Vesting |
|---|---|---|---|---|
| RSUs (Director) | Not applicable | 0 | $0 | Guo does not receive RSUs for Board service |
- Director equity framework: For non-employee directors generally, annual RSUs with target value $140,000 granted on/near Annual Meeting, vest one year post grant (e.g., May 22, 2024 grant of 37,338 RSUs) . Guo is explicitly excluded from such compensation .
Other Directorships & Interlocks
| Company/Entity | Relationship | Potential Interlock/Exposure | Details |
|---|---|---|---|
| TPG Growth III Sidewall, L.P. | Investor with contractual rights | Investor rights appointment | Guo’s appointment/nomination pursuant to Investor Rights Agreement dated May 22, 2017 |
| TPG GP A, LLC (TPG affiliates) | 16.0% beneficial owner (via preferred) | Significant shareholder influence | 5,686,508 shares of common stock underlying Series A Preferred; shared voting/dispositive power |
No other public-company directorships for Guo are disclosed in the proxy .
Expertise & Qualifications
- Legal and governance: General Counsel of TPG Growth; Deputy General Counsel of TPG Capital; admitted in CA and NY .
- Education: LL.B. Peking University; LL.M. Harvard Law School .
- Strategic/M&A: Corporate strategy and mergers & acquisitions expertise; global/international issues exposure through private practice and asset management roles .
Equity Ownership
| Holder | Shares Beneficially Owned | RSUs Vesting ≤60 Days | Total | % of Common Stock | % of Total Voting Power |
|---|---|---|---|---|---|
| Michael Guo | — | — | — | <1% | <1% |
- Stock ownership policy: Non-employee directors must own ≥5x annual cash retainer; five-year compliance window; directors must retain 100% of acquired/net shares until compliant; for 2024, all non-employee directors were in compliance with the policy .
- Anti-hedging/pledging: Company maintains anti-hedging and anti-pledging policies for directors and officers ; hedging explicitly prohibited in insider trading policy .
Governance Assessment
- Strengths:
- Formally independent under NYSE standards; Board with robust governance practices (independent committees, non-executive chair, anti-hedging/pledging) .
- Legal and transactional expertise relevant to oversight of complex capital and strategic matters .
- No related-party transactions identified in 2024; related party transactions subject to formal Audit Committee review policy .
- Risks and potential RED FLAGS:
- Investor-affiliated appointment via TPG’s Investor Rights Agreement; TPG affiliates hold 16.0% beneficial interest, implying potential influence or conflicts in decisions affecting large shareholders versus minority investors .
- No disclosed personal beneficial ownership of SUP common stock; absence of RSUs or equity retainer reduces direct “skin-in-the-game” alignment to company TSR, although alignment may be indirect via TPG’s stake .
- No committee assignments listed; limits direct involvement in committee-level risk oversight and compensation governance .
Overall implication: Guo brings high-value legal/M&A expertise and investor perspective. However, his investor-rights-based appointment and zero direct ownership warrant monitoring for potential conflicts and alignment issues, especially in matters involving capital structure, transactions with significant shareholders, or policies affecting diluted holders .