UPDATED: 5/14/14 8:13 pm ET - adds Stebbins stock purchase
Donald Stebbins, the former Visteon CEO who is taking the helm of wheel-maker Superior Industries International Inc., is getting a compensation package that includes 132,455 restricted shares of common stock -- currently valued at about $2.6 million -- along with a base salary of $900,000 and other perks, according to company documents filed last week.
The company's documents submitted to the U.S. Securities and Exchange Commission show his base pay is $50,000 more than that of his predecessor, Steven Borick, who retired March 31 after an eight-year stint. Borick’s father, Louis Borick, founded the company in 1957.
Stebbins, who was one of the highest-paid U.S. auto supplier CEOs while at Visteon, struggled to generate profits at the producer of climate-control systems, interiors and electronic components. The company didn’t post an annual profit since Ford Motor Co. spun it off in 2000 until it filed for bankruptcy protection in May 2009.
After Visteon emerged from bankruptcy proceedings in October 2010, he landed a compensation package valued at about $27 million at the time. But Stebbins then clashed with his board over the strategic direction of the company -- he favored acquisitions while board members pushed for asset sales. In August 2012, Stebbins was out, and his separation package was valued then at $12.6 million, according to Crain's Detroit Business, an affiliate of Automotive News.
Meanwhile, Superior had been recruiting a new top executive for several months. The company appointed a new chairman and two interim co-CEOs in late March, continuing its search after Steven Borick’s retirement. Borick had been CEO since 2005 and a board member for 33 years.
In a written statement from a spokesman, Superior said:
“After a thorough national search, the board felt Don’s qualifications best matched the company’s needs from the perspectives of industry background and managerial experience, as well as a mindset to enhance value for shareholders, provide exemplary, responsive service to customers and foster an outstanding work environment for employees.”
Stebbins wasn’t available for an interview.
For his new job, Stebbins negotiated several deal sweeteners with Superior, from travel, housing and automobile allowances to compensation for attorney fees.
The company said Stebbins, 56, was granted 50,000 restricted shares of common stock that will vest on April 30, 2017. Another 82,455 restricted shares will vest on Dec. 31, 2016. The company said the grants are subject to Stebbins’ continued employment through those dates.
Stebbins’ restricted shares could be worth as much as $2.6 million if Superior’s stock is selling for $20 at the time of their vesting dates. Superior shares closed Tuesday at $19.68, down 1.9 percent.
“It’s interesting that they were restricted shares and not options. Restricted shares are giving someone the full value,” said Paul Reagan, principal of Dorey-Reagan & Associates, an executive compensation consulting firm in suburban Detroit, in an interview. “Whereas an option, there has to be a spread. There has to be a gain to have any real value.”
Meanwhile, Stebbins on May 7 bought 12,500 Superior shares on the open market for $19.40 a share, or $242,500, according to company filings. Typically, executives make such share acquisitions to show confidence in their own companies.
Stebbins’ deal also provides him up to $30,000 for attorney fees accumulated during the negotiation of his contract.
Mark Angott, president of Angott Search Group in suburban Detroit, who has worked in the executive search business for 30 years, said he can’t recall the last time he saw someone get the attorney fee perk. Angott’s firm has worked with automakers and Tier 1 and Tier 2 suppliers.
“I’d have to rack my brain to say that I’ve seen that one,” Angott said in an interview.
“I’ve heard of people talk about, ‘I’m going to have to have attorneys, I’m going to need to run this by [my attorney].’ Almost everybody will run their employment agreements by their own attorney, so there’s going to be some costs. But, boy, that seems like a fairly significant cost.”
In contrast, Reagan says such deals are about attracting talent and that “this is something that is quite reasonable to do for someone of his caliber.”
Stebbins gets a housing and travel allowance of $8,000 per month for his first year on the job. The company filing says the allowance will help Stebbins, whose primary residence is in the Detroit area, establish a home in the Los Angeles area near Superior’s Van Nuys headquarters as he travels back and forth during the transition period.
“You’re talking L.A. to the Detroit area, a fairly significant cost of living differential, a fairly significant relocation,” Angott said.
Stebbins’ predecessor Borick had a base pay of $850,000 in 2013, according to the company’s 10-K filing. Add in option awards, stock awards, non-equity incentive plan compensation and “all other compensation,” and Borick’s compensation was valued at $2,794,468, according to the company disclosure.
Superior ranks No. 66 on the Automotive News list of the top 100 suppliers to North America, with an estimated $822 million in sales of North American original-equipment automotive parts in its 2012 fiscal year.
Superior’s customer list includes Ford, General Motors, Chrysler, BMW, Mitsubishi, Nissan, Subaru, Toyota, Volkswagen and Tesla. Superior turned into a major player in 1972 when it became the wheel supplier for the Ford Mustang, its first auto contract.