Stacy Bogart
XPELAbout Stacy L. Bogart
Stacy L. Bogart (age 61) is an independent director of XPEL, serving since March 23, 2022; she resides in Edina, Minnesota . She is Senior Vice President, General Counsel, Secretary & Corporate Responsibility at Winnebago Industries and President of the Winnebago Industries Foundation, with prior senior legal roles at Polaris Industries, Liberty Diversified, The Toro Company, and Honeywell . Her credentials emphasize corporate governance, risk management, strategy, and M&A, positioning her as a governance-focused board member .
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Polaris Industries Inc. | SVP, General Counsel & Compliance Officer; Corporate Secretary | Joined Nov 2009 | Senior legal and governance leadership at a public powersports manufacturer . |
| Liberty Diversified International | General Counsel | Not disclosed | Corporate legal leadership in diversified manufacturing . |
| The Toro Company | Assistant General Counsel & Assistant Secretary | Not disclosed | Legal and corporate secretary responsibilities at a public company . |
| Honeywell International, Inc. | Senior Attorney | Not disclosed | Legal counsel at a public, diversified industrials company . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Winnebago Industries, Inc. | SVP, General Counsel, Secretary & Corporate Responsibility; President, Winnebago Industries Foundation | Joined Jan 2018; appointed to current titles Oct 2020 | Strategic advisor on governance, corporate social responsibility, risk management, and M&A; interfaces with a public company board . |
Board Governance
| Committee | Membership | Chair Role | Notes |
|---|---|---|---|
| Compensation Committee | Member | No | 2024 membership: North (Chair), Crumly, Bogart . |
| Nominating & Corporate Governance Committee | Member | Yes | 2024 membership: Bogart (Chair), Crumly, Klonne . |
| Audit Committee | Not a member | No | 2024 membership: Klonne (Chair), Crumly, North . |
- Independence: The Board determined Bogart is independent under Nasdaq and Exchange Act Rule 10A-3 .
- Attendance: In 2024, the Board and each committee held five meetings; each director attended at least 75% of Board and applicable committee meetings .
- Executive sessions: Regular non-management executive sessions are held; Mr. Klonne presided .
- Years of service on XPEL’s board: Director since March 23, 2022 .
Fixed Compensation
| Component (2024) | Amount (USD) | Detail |
|---|---|---|
| Annual Director Retainer | $60,000 | Standard non-employee director cash retainer . |
| Governance Committee Chair Fee | $10,000 | Chair fee (in lieu of member fee) . |
| Total Fees Earned (Cash/Stock election) | $70,000 | Bogart elected cash in 2024 . |
- Director fee elections: Non-employee directors may elect fees in stock; in 2024 all directors except Mr. North elected cash (includes Bogart) .
Performance Compensation
| Equity Element (2024) | Grant Value | Vesting | Unvested at 12/31/2024 |
|---|---|---|---|
| Annual RSU grant | $80,000 | Vests quarterly over one year | 1,060 shares for each current non-employee director (includes Bogart) . |
- Performance metrics: Director equity is time-based RSUs; no performance-based director metrics disclosed .
Other Directorships & Interlocks
| Organization | Public Company Board? | Relationship to XPEL | Potential Interlock/Conflict Notes |
|---|---|---|---|
| Winnebago Industries, Inc. | No (executive, not director) | Bogart is a senior executive at a public RV OEM | No related-party transactions were reported in 2024; Audit Committee policy governs any related-person transactions . |
- Other public company directorships: None disclosed in XPEL’s proxy biography for Bogart .
Expertise & Qualifications
- Corporate governance, CSR, risk management, strategy, and M&A advisory experience; seasoned public-company legal executive .
- Demonstrated ability to partner with senior management and boards; talent development and long-term strategic transformation credentials .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Unvested Director RSUs | Pledged Shares |
|---|---|---|---|---|
| Stacy L. Bogart | 5,808 | <1% | 1,060 at 12/31/2024 | None of shares listed were pledged . |
- Shares outstanding at record date: 27,664,765 (for context) .
- Director stock ownership guidelines: 3x annual cash retainer; as of Jan 31, 2025, all non-employee directors met guidelines (includes Bogart) .
- Hedging/pledging: Company prohibits hedging and restricts pledging; CFO pre-approval required for any pledging .
- Section 16 compliance: No delinquent filings in 2024 .
Governance Assessment
- Strengths: Independent director; chairs Nominating & Corporate Governance; member of Compensation Committee; strong governance/legal credentials; attended at least 75% of meetings; adheres to ownership guidelines; no related-party transactions in 2024; robust insider trading, hedging, and pledging restrictions .
- Compensation alignment: Director cash retainer and modest chair fee augmented by annual RSUs that vest over one year; no performance pay (appropriate for directors); fee election flexibility; total 2024 director compensation $150,000 (fees $70,000; stock $80,000) indicates balanced cash/equity mix supporting alignment .
- Committee integrity: Compensation Committee used independent consultant FW Cook; independence assessed; no compensation committee interlocks or insider participation issues disclosed .
- Potential risks/RED FLAGS: None identified—no pledging, no related-party transactions, no delinquent ownership reports; note that XPEL’s combined Chair/CEO structure is mitigated by independent director executive sessions and annual CEO performance evaluations by independent directors .