DEF 14A: Superior Industries International Sets Date for 2024 Annual Stockholders Meeting

Superior Industries International will hold its annual meeting of stockholders virtually on May 22, 2024, to vote on director elections, executive compensation, and auditor ratification.

Summary

• Superior Industries International, Inc. will hold its annual meeting of stockholders on May 22, 2024, at 10:00 a.m. Eastern Time via live audio webcast.
• Stockholders of record as of March 28, 2024, are entitled to vote on the election of eight directors, an advisory vote on executive compensation, and the ratification of Deloitte & Touche LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2024.
• The board recommends voting for all director nominees, the advisory vote on executive compensation, and the ratification of the independent auditor.
• The company's ordinary shares outstanding as of the record date were 28,943,300.
• In 2023, Superior Industries delivered $159.2 million Adjusted EBITDA and $80 million of Unlevered Free Cash Flow.
• The company reduced total carbon emissions by 12% since 2020.
• The company achieved earnings before interest, taxes, depreciation and amortization, adjusted for AIPP purposes (AIPP Adjusted EBITDA(A)) of $159.2 million in 2023, which was 85.9% of the $185 million target, resulting in funding of the 2023 AIPP annual incentive (or bonus) pool for Messrs. Abulaban and Trenary, among our named executive officers (NEOs) at 65.1% of target.
• For Mr. Dorah, funding of his 2023 AIPP payout was based 50% on this AIPP Adjusted EBITDA measure, and 50% on a North American regional adjusted EBITDA measure, leading to a blended payout of 71.3% of target.
• Our 2021-2023 PRSUs were generally earned based on our three-year performance regarding an equal weighting of Relative TSR and LTIP Net Debt.(B) performance. As further described below, based on actual performance, we achieved a payout of the 2021-2023 PRSUs at 100% of target grants for the NEOs.

Sentiment

Score: 6

Explanation: The document presents a mixed sentiment. While there are positive aspects such as ESG initiatives and some financial achievements, there are also negative aspects such as not meeting financial targets and underperforming relative to peers in terms of TSR. The overall tone is cautiously optimistic.

Positives

• The company is committed to environmental sustainability, social responsibility, and good governance practices.
• The company achieved industry leading Total Recordable Incident Rate (TRIR), of 0.73, the 4th year in a row below 1.0 and as compared to the U.S. manufacturing sector average of 3.2 in 2022.
• 100% of aluminum returns recycled internally.
• Doubled our broad light-weighting and Aero technology portfolio, including our patented AluliteTM technology, to 24% of our total units shipped to help meet our customers efficiency targets.
• Reduced carbon emissions per lbs. of Aluminum shipped by 21% since 2020 significantly below the global average
• Established goal to have carbon-neutral operations by 2039.
• Emissions per libs. Of aluminum shipped decreased 21% since 2020.
• Reduced total carbon footprint by 12% from 2020 2022.
• Increased post-consumer recycled aluminum usage by 6x.
• Expanded use of green electricity in our plants.
• Reduced consumption of energy, waste and water per lbs. of aluminum shipped.
• Over 95% of salaried employees completed annual Code of Conduct training.
• Approved suppliers must agree to abide by our Supplier Code of Conduct.
• We have implemented international cyber security practices.

Negatives

• Net Income (Loss)(2) ($93) $37
• Adjusted EBITDA % of Value-Added Sales 21.3% 25.2%
• Cash Provided by Operating Activities $64 $153
• Free Cash Flow(1) $2 $80
• The Company did not achieve our targeted objective of AIPP Adjusted EBITDA and instead achieved $159.2 million in 2023 as compared to a target of $185 million of AIPP Adjusted EBITDA.
• Our Relative TSR for 2021-2023 was -22%, which positioned Superior below the 25th percentile of our TSR comparator group and resulted in a 0% payout for that measure (weighted 50%).

Risks

• The company faces cost inflation and unstable OEM production schedules.
• The company faces lower manufacturing volumes.

Future Outlook

The company expects margins in Europe to be on par with North America coming out of 2024.

Management Comments

• 'Our 2023 results were a testament to our strong management team,cost discipline, continued execution and innovative technologies,' according to the document.
• Completing the transformation of our business in Europe is extremely value accretive to our Company.

Industry Context

The company operates in the automotive industry, specifically focusing on the design and manufacturing of aluminum wheels.

Comparison to Industry Standards

• The document mentions a peer group of companies used for executive compensation benchmarking, including CIRCOR International, Commercial Vehicle Group, Cooper-Standard Holdings, and others.
• The company compares its Total Recordable Incident Rate (TRIR) to the U.S. manufacturing sector average.

Management Changes

Stakeholder Impact

• The document outlines the impact of executive compensation decisions on shareholders.
• The document details the company's commitment to environmental sustainability, social responsibility, and good governance practices, which impacts employees, customers, and communities.

Next Steps

• Stockholders are encouraged to vote promptly by telephone, internet, or mail.
• The Board will consider the shareholder vote on the Say-on-Pay proposal in future compensation decisions.

Key Dates

Keywords

annual meeting, proxy statement, board of directors, executive compensation, Deloitte & Touche, stockholders, corporate governance, financial performance, director nominees, voting