Parveen Kakar
About Parveen Kakar
Senior Vice President, Chief Commercial & Technology Officer at Superior Industries International (SUP); with Superior since June 1989, spanning commercial leadership and technology oversight in sales, engineering, marketing, and product development . The company’s incentive metrics during his tenure tie to Adjusted EBITDA (AIPP) and multi‑year PRSU measures: 2024 AIPP Adjusted EBITDA was $146.3M vs. a $164.6M target (pool funded at 63.2% of target) ; 2022 AIPP achieved $194M vs. $175M target (200% of target payout) . Long‑term PRSU results: 2020–2022 Relative TSR was +14% at the 65th percentile (executives earned 99.65% of target PRSUs) , while 2022–2024 paid out 96.63% overall (Relative TSR ~17th percentile paid 0%, LTIP Net Debt paid 193.25%) . Education and age not disclosed.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Superior Industries International, Inc. | Senior Vice President, Chief Commercial & Technology Officer | Since June 1989 | Lead commercialization and technology; participated in European footprint transformation (Germany exit, Poland relocation), receiving a one-time bonus for this work in 2024 |
| Superior Industries International, Inc. | Senior Vice President, Product Development, Sales & Marketing | 2022 | Delivered technology portfolio, grew premium products as a percentage of sales, and drove customer recoveries in Europe and North America |
Fixed Compensation
Base Salary
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $432,600 | $458,556; 6% increase from $423,600 prior base |
Discretionary/Special Bonuses
| Year | Bonus ($) | Rationale |
|---|---|---|
| 2024 | $130,000 | One-time award for work transforming European manufacturing footprint (Germany exit, Poland relocation) |
Performance Compensation
Annual Incentive (AIPP) — Adjusted EBITDA
| Metric | 2022 | 2024 |
|---|---|---|
| AIPP Target (% of Base Salary) | 55% | 60% |
| Target Award ($) | $237,930 | $275,134 |
| Adjusted EBITDA Target ($) | $175,000,000 | $164,600,000 |
| Adjusted EBITDA Actual ($) | $194,000,000 | $146,300,000 |
| Performance Multiplier (%) | 200% | 63.2% |
| AIPP Payout ($) | $475,860 | $173,884 |
Long-Term Incentives (LTIP)
| Year/Grant | Instrument | Metric(s) | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|---|
| 2024 LTIP (cash-based) | Restricted Cash (time-based) | Stock price alignment | n/a | $168,137 | Time-based cash to be reported when paid (grant in 2024) | n/a |
| 2024 LTIP (cash-based) | Restricted Cash (performance-based) | Relative TSR (100%) | 100% | $336,274 | Recognized in 2024 as performance derives from share price (FASB 718) | 3-year performance period (plan structure) |
| 2022–2024 PRSUs | Equity PRSUs | LTIP Net Debt | 50% | Not disclosed (targets competitive) | 193.25% of target (measure-level) | Earned over 3 years |
| 2022–2024 PRSUs | Equity PRSUs | Relative TSR | 50% | Relative percentile v. peer set | ~17th percentile; 0% payout (measure-level) | Earned over 3 years |
| 2022–2024 PRSUs | Equity PRSUs | Combined outcome | — | — | 96.63% of target overall; Kakar earned 71,620 shares from 74,121 target | Earned over 3 years |
| 2024–2026 PRSUs | Equity PRSUs | Relative TSR | 100% | Sole LTIP metric (forward-looking) | n/a | 3-year performance period |
LTIP Grants (counts)
| Grant Year | PRSUs (target #) | Time-Based RSUs (#) |
|---|---|---|
| 2022 | 74,121 | 37,061 |
Equity Ownership & Alignment
Beneficial Ownership (as of March 27, 2025)
| Holder | Shares Beneficially Owned | RSUs Vesting within 60 Days | Total | % of Common Stock |
|---|---|---|---|---|
| Parveen Kakar | 122,601 | — | 122,601 | <1% |
Outstanding Equity Awards at 2024 Fiscal Year-End (12/31/2024)
| Grant Year | Unexercised Options (Exercisable/Unexercisable) | RSUs Not Vested (#) | RSUs Market Value ($) | PRSUs (Unearned) (#) | PRSUs Market/Payout Value ($) |
|---|---|---|---|---|---|
| 2024 | — / — | — | — | — | — |
| 2023 | — / — | 25,082 | $51,167 (at $2.04) | 75,247 | $153,504 (at $2.04) |
| 2022 | — / — | 12,354 | $25,202 (at $2.04) | — | — |
- RSUs generally vest in equal annual installments over three years from grant date .
- Executive Stock Ownership Guidelines: CEO 5x salary; other executive officers 2x salary; must reach within 5 years; unvested RSUs/PRSUs count; all NEOs at or above required levels as of 2024 measurement date .
- Hedging Policy: Insiders (including officers) are prohibited from hedging (collars, forwards, swaps, exchange funds, etc.) .
- Options: Aggregate historical grants under the 2018 Equity Plan show Kakar with 38,000 options (weighted average exercise price $17.45) as of March 23, 2023; no outstanding options listed at 12/31/2024 .
Employment Terms
| Provision | Terms for Kakar |
|---|---|
| Executive Severance Plan (No Change-in-Control) | If terminated by the company without “Cause” or resigns for “Good Reason”: 12 months base salary; prorated current-year annual bonus based on actual performance; prorated RSUs outstanding ≥6 months become 100% vested at termination; prorated PRSUs outstanding ≥6 months continue and settle based on actual performance . |
| Change-in-Control Protection (Double Trigger) | If termination without “Cause” or for “Good Reason” within two years following a change in control: lump sum of 2x base salary + 2x target annual bonus, paid within 60 days after termination . |
| Retirement Plans | Salary Continuation Plan (closed to new participants): vested rights providing 30% of final average base salary (preceding 36 months), paid twice monthly for the longer of 10 years or until death (if death occurs >10 years post-retirement) . |
| Clawbacks & Withholding | Awards subject to withholding taxes and clawback requirements under the amended equity plan; whistleblower protections included . |
| Perquisites | Automobile allowance and eligibility for executive health screenings; participation in company health and welfare plans . |
Performance Compensation Details (Design and Metrics)
| Element | Purpose | Metric(s) | Payout Range |
|---|---|---|---|
| AIPP (Annual) | Align annual pay to core performance | Adjusted EBITDA (bottom-up planning) | 0–200% of target (63.2% for 2024 based on actual) |
| PRSUs (2024–2026) | Align to shareholder outcomes | Relative TSR (100%) vs. defined peer set | 0–200% of target shares |
| PRSUs (2022–2024) | Deleveraging + market performance | LTIP Net Debt (50%), Relative TSR (50%) | Net Debt: 193.25% of target; TSR: 0%; overall 96.63% |
| RSUs (Time-based) | Retention/stock price alignment | 3-year ratable vesting | Value fluctuates with stock price |
- Relative TSR comparator set includes auto/industrial names (e.g., Adient, Autoliv, BorgWarner, Lear, Gentex, Visteon, Goodyear, etc.) .
Compensation Summary (Multi-Year)
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | $432,600 | $458,556 |
| Bonus ($) | — | $130,000 |
| Stock Awards ($) | $516,795 | $336,274 (cash-based LTIP recognized per FASB 718 for performance component) |
| Non-Equity Incentive (AIPP) ($) | $158,892 | $173,884 |
| All Other Compensation ($) | $21,690 | $22,215 |
| Total ($) | $1,129,977 | $1,120,929 |
Equity Grants and Vesting
| Year | LTIP Target Opportunity (% of Salary) | 2022–2024 PRSUs (target #) | 2022–2024 RSUs (#) | 2022–2024 PRSU Actual Shares Earned |
|---|---|---|---|---|
| 2022 | 110% | 74,121 | 37,061 | 96.63% payout = 71,620 shares |
Equity Ownership Guidelines and Compliance
- Requirement: 2x base salary for executive officers; unvested RSUs/PRSUs count; 5-year compliance window; 100% retention of net shares until compliant .
- Status: All NEOs at or above guideline as of 2024 measurement date .
- Hedging: Prohibited for insiders (collars, forwards, swaps, exchange funds) .
- Related party transactions: None identified in 2024 .
Investment Implications
- Pay-for-performance alignment: Annual AIPP tied to Adjusted EBITDA created downside sensitivity in 2024 (63.2% payout) and upside in 2022 (200% payout), indicating robust linkage to operating results .
- Long-term incentives emphasize deleveraging (LTIP Net Debt) and market-relative value creation (Relative TSR); 2022–2024 outcome rewarded debt reduction (193.25%) but penalized weak TSR (~17th percentile), yielding near-target overall payout (96.63%)—balanced signal on execution risk vs. shareholder outcomes .
- Retention risk moderated: 3-year RSU vesting and Salary Continuation Plan benefits plus double-trigger 2x CoC protection reduce exit friction; 2024’s shift to cash-based LTI for Kakar lowers near-term insider selling pressure (no 2024 equity grant), but equity overhang remains from 2022–2023 grants .
- Ownership alignment: Beneficial ownership (122,601 shares, <1%) and compliance with 2x salary guideline support alignment; strict anti-hedging policy further mitigates misalignment; no pledging disclosures found and no related-party transactions in 2024 (governance positive) .