UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) December 18, 2020

 

 

SUPERIOR INDUSTRIES INTERNATIONAL, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Delaware   1-6615   95-2594729

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

26600 Telegraph Road, Suite 400

Southfield, Michigan

  48033
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s Telephone Number, Including Area Code: (248) 352-7300

 

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

 

Trading Symbol

 

Name of Each Exchange on Which Registered

Common Stock, $0.01 par value   SUP   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(e) of the Exchange Act  ☐

 

 

 

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(c) On December 18, 2020, Superior Industries International, Inc. (the “Company”) appointed Michael Dorah as its Senior Vice President and North America President, effective January 11, 2021.

Mr. Dorah, 55, was previously the Senior Vice President, Manufacturing Systems of Delphi Technologies, Plc. (NYSE;DLPH), a global commercial vehicle parts supplier, from 2019 to 2020. Prior to that, he served as Vice President of Operations of Chassix, Inc, a global supplier of precision casting and machining solutions for the automotive industry from 2016-2019. Mr. Dorah also served as Chassix’s General Manager, Chassix, Brazil from 2012 to 2016. Prior to that, Mr. Dorah was the Vice President and General Manager, Brazil for Acument Global Technologies, Inc., a global manufacturer of screws, bolts, nuts and cold formed components for the automotive, industrial and aerospace industries from 2008 to 2010. He also served from 2008 to 2010 as Acument’s Vice President – Operations. Prior to that, Mr. Dorah held various positions with American Axle & Manufacturing, Inc. (NYSE;AXL), a global Tier 1 supplier to the automotive industry, from 1996 to 2008 culminating in his position of Director, Purchasing and Global Supply Based Management from 2004 to 2008. Mr. Dorah holds a Bachelor of Science degree in Materials Engineering from Stevens Institute of Technology and a Master of Business Administration degree and Master of Science degree in Materials Engineering from the Massachusetts Institute of Technology.

There are no family relationships between Mr. Dorah and any of the directors and executive officers of the Company, nor are there transactions in which Mr. Dorah has an interest requiring disclosure under Item 404(a) of Regulation S-K.

Mr. Dorah will receive an annual base salary of $400,000.00. Mr. Dorah may receive annual bonuses based on attainment of performance goals, determined by the Company’s independent Compensation and Benefits Committee (‘the “Committee”), in the amount of 55% of annual base salary. Mr. Dorah will also be eligible to participate in the Company’s 2018 Equity Incentive Plan, as administered by the Committee, upon approval of the Committee and the Board of Directors, and receive awards up to 110% of his base salary. Mr. Dorah is entitled to participate in all benefit plans generally made available to executive officers of the Company. A copy of the Offer Letter of Employment, dated December 15, 2020 (the “Offer Letter”), is attached hereto as Exhibit 10.1. The description of the Offer Letter set forth above is qualified in its entirety by reference to Exhibit 10.1.

 

Item 8.01

Other Events.

On December 18, 2020, the Company announced the appointment of Mr. Dorah as Senior Vice President and North America President. A copy of the press release announcing the appointment of Mr. Dorah is attached as Exhibit 99.1 to this Current Report on Form 8-K. Such press release shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended or the Exchange Act.

 

Item 9.01

Financial Statements and Exhibits

(d) Exhibits:

 

Exhibit

Number

  

Exhibit

Description

10.1

   Offer Letter of Employment, dated December 15, 2020 between Superior Industries International, Inc. and Michael Dorah.

99.1

   Press Release dated December 18, 2020.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    SUPERIOR INDUSTRIES INTERNATIONAL, INC.
                                    (Registrant)
Date: December 18, 2020       /s/ Joanne M. Finnorn
      Joanne M. Finnorn
      Senior Vice President, General Counsel & Corporate Secretary

Exhibit 10.1

 

LOGO

December 15, 2020

Mr. Michael Dorah

101 Curry Ave #502

Royal Oak, MI 48067

Dear Michael,

I am pleased to extend the following offer of employment to you as Senior Vice President and North America President for Superior Industries International, Inc (the “Company” or “Superior”). In this position, you will be based out of our corporate headquarters in Southfield, Michigan, and will report directly to me.

Compensation and Benefits

You will be paid, effective from your date of hire, a base salary in the amount of $400,000 per annum (less the required withholding taxes and other statutory deductions) on a semi-monthly basis. This salary will be the basis for all benefit purposes.

You will receive a car allowance of $9,600 per annum (less the required withholding taxes and other statutory deductions) on a monthly basis. The car allowance is payable on the first pay period of each month. The car allowance will be treated as taxable income.

In addition, you will be eligible to participate in the following Superior Industries Incentive Compensation Programs:

 

  -

Under our Annual Incentive Performance Program (AIPP), you will be eligible for a discretionary performance bonus with an annual on-target bonus opportunity of 55% of your base salary. For 2021, the annual on-target value will be based on 12 months of eligibility and subject to Board discretion. All earned bonuses are typically paid before March 15th of the following year and are based on the company’s performance as well as your individual performance.

 

  -

Subject to final approval by the Compensation Committee, as Senior Vice President and President North America, you are eligible to participate in the Company’s Long-Term Incentive program as administered by Superior’s Compensation and Benefits Committee of the Board of Directors (“Committee”) with a target opportunity of 110% of your base salary, beginning with the 2021-2023 Long-Term Incentive grant.

You will be eligible to participate in the Company’s benefit program, such as medical, dental, vision, life and long-term disability insurance plans, with eligibility beginning on the first day of the calendar month following your date of hire. A 401(K) plan with a company match is also offered to assist you in your long-term financial planning on the first day of the calendar month following 60 days of employment. The benefit programs are reviewed annually and subject to change at the discretion of the Company.

As a Named Executive Officer of the Company, and subject to final approval by the Compensation Committee, you will participate in the Executive Change in Control Severance Plan (the “Plan”).

Vacation

You will accrue four weeks of paid vacation per year. For 2021, you will be eligible for 4.0 weeks of paid vacation.

Start date

Your start date of employment will be no later than January 11, 2021.

Policies

You will be provided with the Company’s Code of Conduct and policies (collectively, the “Policies”) relating to your employment, and you agree to abide by all Policies in place throughout your employment and to execute any and all documents related to the Company’s Policies as may be presented to you from time to time throughout your employment. The Company may, in its sole discretion, choose to add new Policies and change the terms of any of its existing Policies.

Contingencies

This offer is contingent upon the successful completion of the pre-employment drug screen; satisfactory results being obtained from the verifications of work history, and criminal background and credit checks; and the final approval of the Superior Board of Directors.

The Immigration Reform and Control Act of 1986 requires Superior to verify the identity of every new employee and their legal right to work in the United States. Your continued employment is conditional upon your ability to provide the necessary proof as indicated on the backside of the Employment Eligibility Verification Form (I-9).

This offer will be withdrawn if any of the above conditions are not satisfied.

Your employment will be conditional upon your signing the Company’s standard onboarding documents, including a Non-Disclosure Agreement and acknowledgements of the Employee Handbook and Code of Conduct.

Employment

Employment with the Company is at-will and is not for any fixed period of time. Employees may terminate their employment at any time for any reason. Similarly, the Company may terminate any individual’s employment at any time for any reason. Your employment will be conditional upon your signing an agreement to your at-will employment status.

If you find the terms of our offer acceptable, please acknowledge by signing and returning one copy of this letter to me. This letter represents all terms associated with this offer of employment.

Michael, I want you to know that the directors and employees that met with you at Superior are very excited about you joining the company.

 

Sincerely,
/s/Majdi Abulaban
Majdi Abulaban
President and Chief Executive Officer

 

I hereby accept this offer of employment:    
/s/ Michael Dorah    

December 15, 2020

Michael Dorah     Date

Exhibit 99.1

 

LOGO    LOGO

Superior Industries Announces the Appointment of Michael Dorah as

Senior Vice President, President North America

SOUTHFIELD, MICHIGAN – December 18, 2020 – Superior Industries International, Inc. (NYSE:SUP), one of the world’s leading aluminum wheel suppliers for OEMs and the European aftermarket, today announced the appointment of Michael Dorah as Senior Vice President, President North America, effective January 11, 2021.

“Michael has deep experience in operational leadership roles within the automotive sector and a track record of delivering results. We believe his qualifications will allow him to play an integral role in leading our North American organization and strengthen our global team. We are excited to welcome him to Superior,” said Majdi Abulaban, Superior’s Chief Executive Officer.

Mr. Dorah has served in various leadership and operational roles at Tier 1 automotive suppliers for more than 25 years. During his career, he led global manufacturing operations, including 23 manufacturing sites in the Americas and Europe, and he served as an expatriate in Brazil for 6 years. Most recently, Mr. Dorah was SVP of Manufacturing Systems for Delphi Technologies. Prior to Delphi Technologies, he served as VP of Operations at Chassix, and VP and General Manager for Acument Global Technologies Brazilian operations, based in Brazil. Early in his career, Mr Dorah held numerous positions of increasing responsibility with American Axel & Manufacturing, Inc. His educational background includes a Master of Science in Materials Engineering and a Master of Business Administration in Operations Management, both from the Massachusetts Institute of Technology.

About Superior Industries

Superior is one of the world’s leading aluminum wheel suppliers. Superior’s team partners with customers to design, engineer, and manufacture a wide variety of innovative and high-quality products utilizing the latest lightweighting and finishing technologies. Superior also maintains leading aftermarket brands including ATS®, RIAL®, ALUTEC®, and ANZIO®. Headquartered in Southfield, Michigan, Superior is listed on the New York Stock Exchange. For more information, please visit www.supind.com.

Contacts:

Superior Investor Relations:

Troy Ford

(248) 234-7104

Investor.Relations@supind.com