Richard Giromini
About Richard J. Giromini
Independent director since 2018 (age 71), former CEO of Wabash National Corporation. Mechanical engineering (BS) and industrial management (MS) from Clarkson University; graduate of Duke Fuqua’s Advanced Management Program. Brings 40+ years of operational leadership across automotive and transportation equipment, including GM (1976–1985) and Tier 1 suppliers, with expertise in strategy, turnarounds, lean/Six Sigma, human capital, supply chain, and governance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wabash National Corporation | President & CEO | 2007–2016 | Led North America’s largest trailer manufacturer; later CEO until June 2018; Executive Advisor until June 2019 |
| Wabash National Corporation | COO (SVP/EVP/President & COO) | 2002–2006 | Senior operating leadership in manufacturing |
| General Motors | Various roles | 1976–1985 | Early engineering/operations foundation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Wabash National Corporation | Director | 2005–2019 | Only public board service disclosed; no current public boards noted |
Board Governance
| Committee | Role | Meetings in 2024 |
|---|---|---|
| Human Capital & Compensation | Member | 6 |
| Nominating & Corporate Governance | Chair | 7 |
- Independent director; Board separates Chair and CEO roles; all committees fully independent .
- Attendance: all directors attended at least 75% of Board/committee meetings in 2024; seven of eight attended the annual meeting .
- 2025 director election support: For 17,534,503; Withheld 1,816,569; broker non-votes 8,885,164 .
Fixed Compensation
| Element | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-Chair directors) | $70,000 | 2024 policy |
| Committee membership fees – Audit | $12,000 | Annual; additional to retainer |
| Committee membership fees – HCC | $8,000 | Annual |
| Committee membership fees – Nominating & Governance | $8,000 | Annual |
| Committee chair fees – Audit | $20,000 | Annual |
| Committee chair fees – HCC | $15,000 | Annual |
| Committee chair fees – Nominating & Governance | $15,000 | Annual |
| Meeting fees | None | No cash fees for meeting attendance; expenses reimbursed |
| 2024 Actual Cash (Giromini) | Amount |
|---|---|
| Fees earned | $89,667 |
Performance Compensation
| RSU Grant | Grant Date | Shares | Grant Date Fair Value | Vesting |
|---|---|---|---|---|
| Annual director RSU | May 22, 2024 | 37,338 | $140,000 | Vests one year post-grant (time-based) |
| Performance Metrics Tied to Director Equity | Status |
|---|---|
| Performance conditions | None – time-based RSUs only |
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict |
|---|---|---|
| Wabash National (prior) | Former CEO/Director | No related-party transactions identified at Superior in 2024 |
Expertise & Qualifications
- Automotive manufacturing, aluminum cast wheels, diverse industrial operations; strategy, operational turnarounds, lean/Six Sigma, human capital, supply chain, capital management, ERP oversight .
- Governance experience; chair of Nominating & Corporate Governance Committee .
Equity Ownership
| Holder | Common Shares Beneficially Owned | RSUs Vesting Within 60 Days | Total | % of Common Stock |
|---|---|---|---|---|
| Richard J. Giromini | 158,366 | 37,338 | 195,704 | <1% |
- Director stock ownership guidelines: minimum 5x annual cash retainer; five-year compliance period; directors must retain 100% of shares acquired until compliant; all non-employee directors were in compliance for 2024 .
- Anti-hedging and anti-pledging policies in place for directors and officers .
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Security | Shares | Price | Post-Transaction Ownership | SEC Link |
|---|---|---|---|---|---|---|---|
| 2025-05-27 | 2025-05-22 | M-Exempt (acq) | Common Stock | 37,338 | $0.00 | 195,704 | https://www.sec.gov/Archives/edgar/data/95552/000156218025004180/0001562180-25-004180-index.htm |
| 2025-05-27 | 2025-05-22 | M-Exempt (disp) | Restricted Stock Unit | 37,338 | $0.00 | — | https://www.sec.gov/Archives/edgar/data/95552/000156218025004180/0001562180-25-004180-index.htm |
- RSU vest and conversion consistent with annual time-based grant and one-year vest schedule [insider-trades SEC URL above].
Governance Assessment
- Strengths: Independent director; chairs governance committee; solid attendance; strong shareholder support in 2025 election; director compensation aligned to equity with $140k RSUs and no meeting fees; robust ownership guidelines and anti-hedging/pledging policy; no related-party transactions in 2024 .
- Alignment: Beneficial ownership plus unvested RSUs (<1% of shares) and compliance with 5x retainer guideline; recent RSU vest increases outright ownership, supporting alignment [insider-trades SEC URL].
- Risk indicators/red flags: None disclosed regarding related-party transactions, hedging/pledging, or attendance shortfalls; committee roles appear appropriate with no noted conflicts; say-on-pay support for NEOs was 17,535,947 for vs. 1,741,570 against (context of shareholder sentiment) .
- Watch items: Continued evaluation of committee workloads and board refreshment; monitor future related-party disclosures and any changes in director compensation structures or equity plan amendments (1.7M share increase approved in 2025) for dilution impact .