Paul Humphries
About Paul J. Humphries
Independent director of Superior Industries International, Inc. (SUP); age 70; director since 2014. Retired Chief Executive Officer of Our Next Energy (ONE); prior senior roles at Flex LTD (President, High Reliability Solutions, 2011–2020; EVP Human Resources, 2006–2011) and earlier operations and HR roles at Chatham Technologies, AlliedSignal/Honeywell, BorgWarner, and Ford. Education: B.A. in applied social studies (Lanchester Polytechnic, now Coventry University) and post‑graduate certification in human resources management (West Glamorgan Institute of Higher Education) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Our Next Energy (ONE) | Chief Executive Officer (retired) | Not disclosed | Led energy storage/battery technology company |
| Flex LTD | President, High Reliability Solutions | 2011–2020 | Senior leadership across automotive/industrial/medical sectors |
| Flex LTD | EVP, Human Resources (oversaw IT & marketing during part of tenure) | 2006–2011 | Global HR leadership; cross‑functional oversight |
| Chatham Technologies | SVP, Global Operations | Pre‑Apr 2000 | Operations leadership; joined Flex via acquisition in Apr 2000 |
| Allied Signal/Honeywell; BorgWarner; Ford | Various senior management roles | Not disclosed | Operations/HR management in automotive supply chain |
| Education | BA Applied Social Studies; PG Cert HRM | Not applicable | Coventry University; West Glamorgan Institute of Higher Education |
External Roles
- No other public company directorships disclosed in the proxy biography for Humphries .
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Independent director (7 of 8 nominees independent) |
| Board tenure | Director since 2014 |
| Committee assignments | Human Capital & Compensation Committee – Chair; Audit Committee – Member |
| Committee meeting counts (2024) | Audit: 9; Human Capital & Compensation: 6; Nominating & Corporate Governance: 7 |
| Attendance | All directors attended at least 75% of Board/committee meetings in 2024; seven attended the annual meeting |
| Executive sessions | Independent directors met in executive session at each regularly scheduled Board and committee meeting; chaired by Board Chair and committee chairs |
| Audit Committee report | Signed by Chair Ellen B. Richstone, Michael R. Bruynesteyn, and Paul J. Humphries, recommending inclusion of audited financial statements in the 2024 Form 10‑K |
Fixed Compensation
| Year | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 93,667 | 140,000 | 233,667 |
Director cash compensation framework (2024):
- Annual cash retainer: Board Chair $150,000; other directors $70,000 .
- Additional annual fees: Audit membership $12,000; Audit chair $20,000; Human Capital & Compensation membership $8,000; HCC chair $15,000; Nominating & Corporate Governance membership $8,000; NCG chair $15,000 .
- No meeting fees; no perquisites for non‑employee directors .
Performance Compensation
| Award Type | Grant Date | Units/Value | Vesting | Performance Conditions |
|---|---|---|---|---|
| RSUs (time‑based) | May 22, 2024 | 37,338 RSUs; grant date fair value $140,000 | Vest in full one year after grant | None (time‑based RSUs for directors) |
Additional award structure notes:
- All then‑serving non‑employee directors received 37,338 RSUs on May 22, 2024; each held 37,338 unvested RSUs as of Dec 31, 2024 (Petito exception noted separately) .
- Aggregate awards under the 2018 Equity Plan since inception show directors (including Humphries) had zero options; Humphries shows 0 options, 171,252 restricted stock/RSUs, 0 performance‑based RSUs (plan‑level aggregate counts presented at target for performance awards) .
Other Directorships & Interlocks
| Company | Role | Overlap with SUP Stakeholders | Potential Interlock Risk |
|---|---|---|---|
| Not disclosed | — | — | — |
- No other public company boards for Humphries are disclosed in the proxy biography .
Expertise & Qualifications
- Automotive supply chain and global operations; senior leadership across manufacturing and human capital management .
- Strategy, transactions, growth, supply chain, manufacturing, marketing, and HR expertise; public company experience .
- Audit Committee participation signals financial oversight engagement; HCC chair role covers CEO/NEO pay design, succession, D&I, hedging/pledging policies, stock ownership requirements, and clawback oversight .
Equity Ownership
| Holder | Shares Beneficially Owned | RSUs Vesting within 60 Days | Total (Shares + RSUs) | % of Common Stock | % of Total Voting Power |
|---|---|---|---|---|---|
| Paul J. Humphries | 133,914 | 37,338 | 171,252 | <1% | <1% |
Ownership policy:
- Non‑employee director stock ownership policy requires ownership ≥5× annual cash retainer; five‑year compliance period; directors must retain 100% of shares acquired/net shares until compliant. All non‑employee directors were in compliance for 2024 .
- Shares outstanding: 29,753,837 as of record date for 2025 meeting (for context on % ownership) .
Governance Assessment
- Board effectiveness: Humphries chairs the Human Capital & Compensation Committee and serves on Audit, indicating strong influence over executive pay design, succession planning, clawback enforcement, and financial oversight; committee activity evidenced by 2024 meeting cadence (Audit 9; HCC 6) and signed Audit Committee report .
- Independence and attendance: Independent director since 2014; proxies report at least 75% meeting attendance for all directors and regular executive sessions of independent directors, supporting board oversight quality .
- Pay and alignment: Director pay mix balances cash fees with annual time‑based RSUs ($140,000 target; 37,338 units), coupled with strict ownership policy (≥5× retainer) and retention requirements; no perquisites or meeting fees, aligning with shareholder‑friendly practices .
- Conflicts/related‑party: No Humphries‑specific related‑party transactions identified in the cited proxy sections; HCC oversees hedging/pledging policies, and stock ownership policy compliance was affirmed for 2024 .
- Red flags: None evident from disclosures—no options, no gross‑ups/perqs for directors, compliance with ownership policy, and active committee oversight. Continued monitoring warranted for any future related‑party disclosures or changes in director compensation structure .