Timothy McQuay
About Timothy C. McQuay
Timothy C. McQuay, age 73, is an independent director of Superior Industries International (SUP) since 2011 (≈14 years of service) and currently serves as the non‑executive Board Chair, presiding over executive sessions of the independent directors; he holds an A.B. in Economics from Princeton University and an M.B.A. from UCLA . His background spans nearly 40 years in investment banking and financial services with deep capital markets, corporate strategy, and risk management expertise, and he briefly served as Executive Chairman of Superior in 2019 prior to the current CEO’s appointment .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Noble Financial Capital Markets | Managing Director, Investment Banking | 2011–2015 | Led banking assignments; retired in 2015 |
| B. Riley & Co. | Managing Director, Investment Banking | 2008–2011 | Coverage and execution leadership |
| A.G. Edwards & Sons, Inc. | Managing Director – Investment Banking | 1997–2007 | Senior origination and advisory |
| Crowell, Weedon & Co. | Partner; Managing Director, Corporate Finance | 1995–1997 (Partner); 1994–1997 (Corp. Finance) | Led corporate finance activities |
| Kerr Group, Inc. | Vice President, Corporate Development | 1993–1994 | M&A and strategy execution |
| Union Bank | Managing Director, Merchant Banking | 1990–1993 | Principal investing/merchant banking |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Meade Instruments Corp. | Chairman of the Board | Not disclosed | Prior public company chair role |
| Perseon Corp. | Chairman of the Board | Not disclosed | Prior public company chair role |
| Keystone Automotive Industries, Inc. | Audit Committee Chair | Not disclosed | Prior public company AC chair role |
Board Governance
- Independence and leadership: McQuay is independent and serves as non‑executive Board Chair; SUP separates the Chair and CEO roles, and all standing committees are fully independent .
- Committee assignments: Not listed as a member of Audit (Richstone, Bruynesteyn, Humphries), Human Capital & Compensation (Humphries, Bruynesteyn, Giromini), or Nominating & Corporate Governance (Giromini, Petito, Richstone) .
- Meetings and attendance: Board met 9 times in 2024; all directors met at least 75% attendance; 7 of 8 attended the Annual Meeting; independent directors met in executive session at each regularly scheduled Board and committee meeting, with McQuay presiding for Board sessions .
- Board process: Annual Board and committee self‑evaluations; robust governance practices (proxy access, plurality‑plus, ownership requirements, anti‑hedging/pledging) .
Fixed Compensation (Director)
| Component | Policy/Detail | 2024 Amount for McQuay |
|---|---|---|
| Board Chair annual cash retainer | $150,000 cash retainer for Board Chair | $156,667 cash fees earned/paid in 2024 |
| Committee cash fees | Audit: $12k member/$20k chair; HCC: $8k/$15k; N&CG: $8k/$15k | Not applicable (not listed on committees) |
| Meeting fees | No per‑meeting fees | $0 (policy) |
Notes: Director compensation structure reviewed annually by the Human Capital & Compensation Committee with Meridian Compensation Partners input; no perquisites for non‑employee directors .
Performance Compensation (Director Equity)
| Award Type | Grant Date | Shares/Units | Grant‑Date Fair Value | Vesting/Terms |
|---|---|---|---|---|
| Time‑based RSUs (Annual grant) | May 22, 2024 | 37,338 RSUs | $140,000 | Vests one year following grant; annual director equity valued on 20‑day average price |
| Equity plan governance | — | — | — | Awards under the plan are subject to SUP’s Compensation Clawback Policy; repricing prohibited without stockholder approval |
As of Dec 31, 2024, McQuay held 37,338 unvested RSUs from the 2024 grant (standard for then‑serving directors) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for McQuay |
| Sponsor/holder designees on SUP Board (context) | Michael Guo (TPG) and Deven Petito (Mill Road) sit on the Board pursuant to agreements with those investors (not specific to McQuay) . |
Expertise & Qualifications
- Capital markets and investment banking leader with ≈40 years of experience; deep knowledge of SUP, corporate strategy, and risk management; prior service as Executive Chairman (2019) .
- Education: A.B., Economics, Princeton; M.B.A., UCLA .
Equity Ownership
| Holder | Shares Beneficially Owned | RSUs Vesting Within 60 Days | Total | % of Common Stock |
|---|---|---|---|---|
| Timothy C. McQuay | 150,914 | 37,338 | 188,252 | <1% |
Additional alignment policies:
- Director stock ownership guidelines: 5x annual cash retainer; five‑year attainment window; directors must retain 100% of net shares until compliant; all non‑employee directors were in compliance for 2024 .
- Hedging/pledging: Anti‑hedging and anti‑pledging policies apply; insider trading policy prohibits hedging; governance highlights include anti‑hedge/pledge .
Governance Assessment
- Strengths supporting investor confidence:
- Independent, non‑executive Board Chair with separation of Chair/CEO roles; independent executive sessions at every regular meeting improve oversight .
- Strong ownership alignment: meaningful director stock ownership guidelines with full Board compliance; annual equity grants in stock (time‑based) .
- Robust governance controls: anti‑hedging/pledging, plurality‑plus with resignation policy, annual evaluations, proxy access, and fully independent committees .
- No related‑party transactions identified in 2024; Related Party Transaction Policy with Audit Committee oversight .
- Shareholder feedback: Say‑on‑Pay support ≈86% in 2024, indicating moderate shareholder approval of compensation program design and governance .
- Watch‑items (noted for context, not director‑specific red flags):
- Board includes investor‑affiliated directors (TPG, Mill Road), which can shape strategic priorities; mitigated by independent Chair and fully independent committees .
- McQuay is not on standing committees; effectiveness relies on his Board‑level leadership and committee chairs’ independence .
Overall, McQuay’s profile reflects seasoned capital markets oversight, long tenure, and independent Board leadership, with solid alignment and no disclosed conflicts or attendance issues in 2024, supportive of board effectiveness and investor confidence at SUP .