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Other preliminary proxy statements

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant x

Filed by a Party other than the Registrant o

Check the appropriate box:

o

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

METALDYNE PERFORMANCE GROUP INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

o

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

PRELIMINARY COPY – SUBJECT TO COMPLETION

METALDYNE PERFORMANCE GROUP INC.

One Towne Square, Suite 550

Southfield, Michigan 48076

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Date:

May 25, 2016

Time

9:00 a.m. Eastern Time

Place:

Metaldyne Performance Group Inc.

Two Towne Square, Suite 110, Conference Center

Southfield, Michigan 48076

The purposes of the Annual Meeting are:

We will also transact such other business as may properly come before the meeting.

The Company recommends that you vote as follows:

Shareholders of record at the close of business on March 31, 2016 are entitled to vote at the Annual Meeting or any adjournment or postponement of the meeting. Whether or not you plan to attend the Annual Meeting, you can ensure that your shares are represented at the meeting by promptly voting by internet, by telephone, or by completing, signing, dating, and returning your proxy card in the enclosed postage prepaid envelope. Instructions for each of these methods and the control number that you will need are provided on the proxy card or in the notice regarding the availability of proxy materials. You may withdraw your proxy before it is exercised by following the directions in the proxy statement. Alternatively, you may vote in person at the Annual Meeting.

By Order of the Board of Directors,

Carol Creel

General Counsel and Secretary

April , 2016

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON MAY 25, 2016. THIS PROXY STATEMENT AND THE METALDYNE PERFORMANCE GROUP INC. 2015 ANNUAL REPORT TO SHAREHOLDERS ARE AVAILABLE AT: www.proxyvote.com

1

TABLE OF CONTENTS

GENERAL INFORMATION

3

BOARD OF DIRECTORS

3

PROPOSAL 1: ELECTIONS OF CLASS II DIRECTORS

9

EXECUTIVE OFFICERS

10

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

11

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

12

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

12

COMPENSATION DISCUSSION AND ANALYSIS

14

COMPENSATION COMMITTEE REPORT

22

EXECUTIVE COMPENSATION

23

PROPOSAL 2: RATIFICATION OF CERTAIN GRANTS OF EQUITY AWARDS FOR PURPSOES OF SEC RULE 16b-3

28

AUDIT COMMITTEE REPORT

29

KPMG LLP FEES

30

GENERAL INFORMATION ABOUT OUR 2016 ANNUAL MEETING

31

2017 ANNUAL MEETING OF SHAREHOLDERS

33

OTHER MATTERS

34

METALDYNE PERFORMANCE GROUP INC.

PROXY STATEMENT

FOR THE ANNUAL MEETING OF SHAREHOLDERS

To be held on May 25, 2016 at 9:00 a.m. Eastern Time

GENERAL INFORMATION

The Board of Directors of Metaldyne Performance Group Inc. (referred to as “MPG,” the “Company,” “we,” “us,” or “our” in this proxy statement) is soliciting the enclosed proxy for use at the Annual Meeting of Shareholders of MPG to be held at Two Towne Square, Suite 110, Conference Center Southfield, Michigan 48076, on Wednesday, May 25, 2016 at 9:00 a.m. Eastern Time and at any adjournment or postponement of the Annual Meeting. This proxy statement and the enclosed proxy card are being mailed or otherwise made available to shareholders on or about April 12, 2016. We are also concurrently mailing or otherwise making available to shareholders a copy of our 2015 Annual Report to Shareholders, which includes our Form 10-K for the year ended December 31, 2015.

Effective December 12, 2014, MPG became a publicly traded company as a result of an initial public offering (an “IPO”). MPG was formed through the combination (the “Combination”) on August 4, 2014 of three metal-forming technology manufacturing companies, ASP HHI Holdings, Inc. (together with its subsidiaries, “HHI”), ASP MD Holdings, Inc. (together with its subsidiaries, “Metaldyne”), and ASP Grede Intermediate Holdings LLC (together with its subsidiaries, “Grede”), each of which was owned primarily by certain private equity funds affiliated with American Securities LLC (together with its affiliates, “American Securities”).

BOARD OF DIRECTORS

Our business and affairs are managed under the direction of our Board of Directors. Our Bylaws provide that our Board of Directors will be composed of eight directors or such number as the Board shall otherwise fix. Our Board currently consists of eight directors and is divided into three classes. Upon election of the Class II directors, the terms of office of Class I, Class II, and Class III directors will expire at our Annual Meeting of Shareholders in 2018, 2019, and 2017, respectively. The following summarizes the principal occupation, professional background, and specific knowledge and expertise that qualify each nominee and returning director to serve on our Board.

Class I Directors with Terms Expiring in 2018

Kevin Penn , 54, has served on our Board of Directors since June 2014. Mr. Penn is the Chairman of our Board of Directors. Mr. Penn is also a Managing Director of American Securities, having joined in 2009. Prior to joining American Securities he founded and led ACI Capital Co., LLC. Prior thereto, he was Executive Vice President and Chief Investment Officer for a family investment office, First Spring Corporation, where he managed private equity, direct investment, and public investment portfolios. Earlier in his career Mr. Penn was a principal of the private equity firm Adler & Shaykin and was a founding member of the Leveraged Buyout Group at Morgan Stanley & Co. He was previously Chairman of Metaldyne, Grede, and HHI, and is currently the chairman of the boards of Frontier Spinning Mills and Learning Care Group. He is also a board member of Unified Logistics and Cornhusker Energy Lexington Holdings. He is a member of the Mount Sinai Hospital Department of Medicine Advisory Board, and he serves as Chairperson of the Board of Overseers of University of Pennsylvania School of Design and as a Governor/Overseer of Hebrew Union College. Mr. Penn holds a B.S. degree in Economics from the Wharton School of University of Pennsylvania and an M.B.A. from Harvard Business School. Mr. Penn was chosen as our director because of his management and financial expertise.

Jeffrey Stafeil , 46, has served on our Board of Directors since August 2014. Mr. Stafeil has served as the Executive Vice President and CFO of Adient, a subsidiary of Johnson Controls, Inc., since April 2016. Prior to that, Mr. Stafeil was Chief Financial Officer at Visteon Corporation from October 2012 and its Executive Vice President from November 2012. He served as the Chief Financial Officer and Executive Vice President of DURA Automotive Systems, LLC (alternate name, Dura Automotive Systems Inc.) from December 2008 to 2010 and served as its Chief Executive Officer from October 2010 to 2012. Prior to joining DURA, he served as the Chief Financial Officer and member of management board of Klöckner Pentaplast GmbH & Co. KG. He served as Chief Financial Officer and Executive Vice President of Oldco M Corporation (the former Metaldyne Corporation) from 2001 to 2007, in addition to other management positions, since joining Oldco M Corporation in 2001. Mr. Stafeil served as a director of DURA Automotive Systems, LLC from June 2008 to October 2012 and Meridian Corporation from 2006 to 2009. From 2009 to 2012, he served as a director of J.L. French Automotive Castings Inc. and was previously a director of HHI. He currently serves as a director of Mentor Graphics 5Corp. Mr. Stafeil holds a B.S. degree in Accounting from Indiana University and an M.B.A. from the Fuqua School of Business at Duke University. Mr. Stafeil was chosen as our director because of his operational leadership and financial management experience.

George Thanopoulos , 52, was named our Chief Executive Officer in August 2014 in connection with the Combination and has served on our Board of Directors since August 2014. Mr. Thanopoulos is the founder of HHI and served as its President and Chief Executive Officer from September 2005 until December 2015. Prior to founding HHI, he was a group president of Oldco M Corporation (the former Metaldyne Corporation) and prio r to that held multiple positions at MascoTech, Inc., a predecessor company to Oldco M Corporation, over a 15-year period, including engineering, plant management, and executive management. Mr. Thanopoulos served as a member of the board of directors of Gl obal Brass and Copper Holdings, Inc., a converter, fabricator, distributor, and processor of specialized copper and brass products in North America, from 2011 to 2014. Mr. Thanopoulos also served as a director of JL French Automotive Castings, Inc., a supp lier of die cast aluminum components and assemblies, from 2006 to 2012 and as a director of Chassis Brakes International, a supplier of automotive foundation brakes and brake components, from 2012 to 2013. Mr. Thanopoulos holds a B.S. degree in Mechanical Engineering from the University of Michigan. Mr. Thanopoulos was chosen as our director because of his extensive experience in management and in the manufacturing industry.

Class II Director Nominees for a Term Expiring in 2019

Nick Bhambri , 52, has served on our Board of Directors since August 2014. Mr. Bhambri also served as the President of MECS Inc., a DuPont company, until April 2012. Before MECS was acquired by DuPont, Mr. Bhambri served as President and Chief Executive Officer of MECS since 2007, having joined the company in 1992. Mr. Bhambri was previously a director of HHI. Mr. Bhambri holds a B.S. degree in Mechanical Engineering and an M.B.A. from Washington University in St. Louis. Mr. Bhambri was chosen as our director because of his experience in the manufacturing industry.

Loren Easton , 36, has served on our Board of Directors since June 2014. Mr. Easton is also a Managing Director of American Securities, having joined in 2009. Prior to joining American Securities, Mr. Easton was a Vice President at ACI Capital Co., LLC and was an analyst at Lazard Frères. He was previously a director of Grede and Metaldyne and is currently a director of Frontier Spinning Mills and Unifrax. Mr. Easton holds a B.A. degree and an M.B.A. from the University of Pennsylvania. Mr. Easton was chosen as our director because of his management and financial expertise.

William Jackson , 55, has served on our Board of Directors since August 2014. Mr. Jackson is the President of Building Efficiency, a division of Johnson Controls Inc., since September 2013. He also has served as its President of the Automotive Electronics & Interiors of Johnson Controls, Inc. Mr. Jackson served as an Executive Vice President of Operations & Innovation at Johnson Controls Inc. from May 2011 to September 2013. Prior to Johnson Controls, he served as Senior Vice President and President of Automotive at Sears Holdings Corporation since March 2009 and was responsible for the leadership, and turnaround of its automotive repair business, both across all 800 plus stores and online. Prior to Sears Holdings Corporation, Mr. Jackson was a Senior Partner and served in various leadership roles at Booz & Company. He served on the board of directors for both Booz Allen Hamilton and Booz & Company and was previously a director of Cincinnati Milacron. Mr. Jackson holds a B.S. degree and an M.S. degree in Mechanical Engineering from the University of Illinois and an M.B.A. from the University of Chicago. Mr. Jackson was chosen as our director because of his automotive and industrial consulting experience.

Class III Directors with Terms Expiring in 2017

Michael Fisch , 53, has served on our Board of Directors since August 2014. Mr. Fisch is also the President and CEO of American Securities, which he co-founded in 1994. Mr. Fisch was previously a director of Metaldyne, Grede, and HHI and currently serves on the boards of certain American Securities affiliates, including ASP Portfolio Companies. He is a Trustee of Princeton Theological Seminary and the Chairman of its Investment Committee; board member and Treasurer of Human Rights Watch and the Chairman of its Investment Committee; member of the Board of Directors of The New York Metropolitan Baseball Club, Inc.; and member of The Presidents Leadership Council of Dartmouth College. Mr. Fisch holds a B.A. degree from Dartmouth College and an M.B.A. from Stanford University. Mr. Fisch was chosen as our director because of his management and financial expertise.

John (Jack) Pearson Smith , 67, has served on our Board of Directors since August 2014. Mr. Smith is also director and co-owner of Silversmith Inc., a producer of metering and automated data reporting systems for natural gas, oil production, and waste water disposal, which he co-founded in 2003. Prior to that, Mr. Smith was President and Chief Executive Officer of Holland Neway International, a producer of commercial vehicle suspensions and brake systems, with prior experience in engineering management at Ford Heavy Truck Division. Mr. Smith was previously a director of Metaldyne, and currently serves on the board of directors of SRAM Corporation. He is also on the board of Grand Valley State University Foundation. Mr. Smith holds a B.S. degree and an M.S. degree in Mechanical Engineering and an M.B.A. from the University of Michigan. Mr. Smith was chosen as our director because of his operational leadership and automotive expertise.

Leadership of the Board

The Company currently separates the roles of Chief Executive Officer and Chairman of the Board in recognition of the different responsibilities associated with the two roles. As Chief Executive Officer, Mr. Thanopoulos, is responsible for the general management, oversight, leadership, supervision and control of the day-to-day business and affairs of the Company, and ensures that all directions of the Board are carried into effect. Mr. Penn, the Chairman of the Board, is charged with presiding over all meetings of the Board and the Company’s shareholders, and providing advice and counsel to the CEO and other Company officers regarding the Company’s business and operations. Separating these roles allows the CEO and the Chairman to focus their time and energy where they are best used.

Board’s Role of Risk Oversight

The Board has overall responsibility for the oversight of risk at the Company, which it generally carries out through its standing committees, and also considers risk in its strategic planning for the Company and in its consideration of other matters. The Audit Committee oversees financial risk through review and discussion with management, and monitors the Company’s risk management practices. The Audit Committee also reviews and discusses other risks that relate to our business activities and operations. The Compensation Committee, in overseeing risk associated with compensation programs and practices, meets periodically with management to discuss current issues. The Nominating and Corporate Governance Committee monitors the compliance of our corporate governance practices with applicable requirements and evolving developments. Each committee makes a full report to the Board of Directors at the Board’s regular meetings regarding such committee’s considerations and recommendations, including risk considerations, which are then discussed by the Board with management.

Controlled Company Exception and Phase-in

American Securities beneficially owns shares representing more than 50% of the voting power of our shares eligible to vote in the election of directors. As a result, we are a “controlled company” within the meaning of the corporate governance standards of the New York Stock Exchange (“NYSE”). Under these corporate governance standards, a company of which more than 50% of the voting power is held by an individual, group, or another company is a “controlled company” and may elect not to comply with certain corporate governance standards, including the requirements that (1) a majority of our Board of Directors consist of independent directors, (2) our Board of Directors have a compensation committee that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities, and (3) our Board of Directors have a nominating and corporate governance committee that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities. The Company is currently utilizing some of these exemptions. As a result, although we have independent director representation on our compensation and nominating and corporate governance committees, they are not comprised entirely of independent directors, and only half of our board members are independent directors. Although we may transition to fully independent compensation and nominating and corporate governance committees prior to the time we cease to be a “controlled company,” until such time you will not have the same protections afforded to shareholders of companies that are subject to all of these corporate governance requirements. The controlled company exemption does not modify the independence requirements for the Audit Committee, and we currently comply with the requirements of the Sarbanes-Oxley Act and the NYSE rules. The Audit Committee consists of at least three members and is composed entirely of independent directors. In the event that we cease to be a “controlled company” and our shares continue to be listed on the NYSE, we will be required to comply with these provisions within the applicable transition periods.

Director Independence

Our Board of Directors has affirmatively determined that Mr. Bhambri, Mr. Jackson, Mr. Smith, and Mr. Stafeil are independent directors under the applicable rules of the NYSE and as such term is defined in Rule 10A-3(b)(1) under the Securities Exchange Act of 1934 (the “Exchange Act”).

Board and Committees

During 2015 the Board of Directors held six meetings. Each director attended in person or by phone all of the Board meetings and all applicable committee meetings that were held during 2015 while such person was a director, except for Mr. Jackson who missed two Board and two committee meetings. The Board has a policy that all directors attend the Annual Meeting of Shareholders absent unusual circumstances, and all of our directors attended that meeting in person or by phone in 2015.

Our Board of Directors has three committees: the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee. Each of these committees function pursuant to written charters adopted by our Board. The committee charters are posted on our website at www.mpgdriven.com and are available to you in print from the website or upon request.

Communicating with the Board

Shareholders and other interested parties may communicate with directors by contacting the Company Secretary at One Towne Square, Suite 550, Southfield, Michigan 48076. The Secretary will relay appropriate questions or messages to the directors.

Audit Committee – Held 5 Meetings in 2015

The primary purpose of our Audit Committee is to assist the Board’s oversight of:

Our Audit Committee also reviews and assesses our legal and regulatory compliance and the application of our codes of business conduct and ethics as established by management and the Board.

Messrs. Stafeil, Bhambri, and Smith serve on the Audit Committee. Mr. Stafeil serves as Chairman of the Audit Committee and also qualifies as an “audit committee financial expert” as such term has been defined by the Securities and Exchange Commission (the “SEC”) in Item 407(d)(5)(ii) of Regulation S-K, and each Audit Committee member meets the financial literacy requirements of the NYSE. Our Board of Directors has affirmatively determined that Mr. Stafeil, Mr. Bhambri, and Mr. Smith meet the definition of an “independent director” for the purposes of serving on the Audit Committee under applicable Securities and Exchange Commission and NYSE rules. Mr. Smith was appointed to the Audit Committee in October 2015 upon the resignation of Mr. Easton.

Compensation Committee – Held 5 Meetings in 2015

The primary purposes of our Compensation Committee are to:

Messrs. Penn, Easton, and Jackson serve on the Compensation Committee, and Mr. Penn serves as the Chairman.

Nominating and Corporate Governance Committee – Held 2 Meetings in 2015

The primary purposes of our Nominating and Corporate Governance Committee are to:

Messrs. Fisch , Penn, and Smith serve on the Nominating and Corporate Governance Committee, and Mr. Fisch serves as the Chairman. Pursuant to the Stockholders’ Agreement dated August 4, 2014 among the Company and certain of its shareholders, for so long as American Secu rities in the aggregate owns at least 10% of the outstanding shares of Company common stock, it is entitled to nominate at least one individual for election to the Board. The Stockholders’ Agreement also provides that the Company, the Board (subject to exe rcise of their fiduciary duties under applicable law), and the Nominating and Corporate Governance Committee (subject to exercise of their fiduciary duties under applicable law) will (i) nominate and recommend to shareholders, for election or re-election a s part of the management slate of directors, a nominee designated by American Securities (the “AS Nominee”), and (ii) provide the same type of support for the election of each AS Nominee as provided to other persons standing for election as directors of th e Company as part of the management slate. Mr. Easton, who is standing for reelection this year, and Mr. Fisch were AS Nominees. See “Certain Relationships and Related Person Transactions” for additional information regarding the Stockholders’ Agreement.

The Nominating and Corporate Governance Committee has a policy to consider and will consider recommendations for Board candidates submitted by shareholders using substantially the same criteria it applies to recommendations from the committee, directors, and members of management. Shareholders may submit recommendations by providing a person’s name and appropriate background and biographical information in writing to:

Metaldyne Performance Group Inc.

One Towne Square, Suite 550

Southfield, MI 48076

Attention: Nominating and Corporate Governance Committee

Code of Business Conduct and Ethics

We adopted a code of business conduct and ethics that applies to all of our employees, officers, and directors, including those officers responsible for financial reporting. These standards are designed to deter wrongdoing and to promote honest and ethical conduct. The code of business conduct and ethics is available on our web site at www.mpgdriven.com . Any waiver of the code for directors or executive officers may be made only by our Board of Directors and will be promptly disclosed to our shareholders as required by applicable U.S. securities laws and the corporate governance rules of the NYSE. Amendments to the code must be approved by our Board of Directors and will be promptly disclosed (other than technical, administrative, or non-substantive changes). Any amendments to the code, or any waivers of its requirements, will be disclosed on our website. Any person may request a copy of the code of business conduct and ethics, at no cost, by writing to us at the following address:

Metaldyne Performance Group Inc.

One Towne Square, Suite 550

Southfield, MI 48076

Attention: Corporate Integrity Committee

Corporate Governance Guidelines

Our Board of Directors adopted corporate governance guidelines in accordance with the corporate governance rules of the NYSE, as applicable, that serve as a flexible framework within which our Board of Directors and its committees operate. These guidelines cover a number of areas including the size and composition of the board, board membership criteria and director qualifications, director responsibilities, board agenda, roles of the Chairman of the Board and Chief Executive Officer, executive sessions, standing board committees, board member access to management and independent advisors, director communications with third parties, director compensation, director orientation and continuing education, evaluation of senior management, and management succession planning. The Board’s Nominating and Corporate Governance Committee is responsible for overseeing and reviewing the guidelines at least annually and recommending any proposed changes to the Board for approval. A copy of our corporate governance guidelines is posted on our website www.mpgdriven.com .

Director Compensation

For service on our Board, non-employee director compensation consists of annual cash compensation of $100,000 and an annual grant of restricted stock with a grant date value of $50,000 that will vest over a three-year period. For Messrs. Easton, Fisch and Penn, the cash compensation is paid directly to American Securities and not to the director individually. Those directors also assign their grant of restricted stock to American Securities. Mr. Stafeil receives additional annual cash compensation of $25,000 for his services as the Chairman of the Audit Committee. Mr. Thanopoulos, who is an employee of the Company, receives no additional compensation for his service on our Board of Directors.

The following table sets forth compensatio n paid for 2015 for our non-employee directors’ service on our Board.

Name

Cash Fees Earned ($)

Stock Awards ($) (1)

Total ($)

Nick Bhambri

100,000

50,000

150,000

Loren Easton

100,000

50,000

150,000

Michael Fisch

100,000

50,000

150,000

William Jackson

100,000

50,000

150,000

Kevin Penn

100,000

50,000

150,000

Jack Smith

100,000

50,000

150,000

Jeffrey Stafeil

125,000

50,000

175,000

(1)

In 2015, each non-employee director received a restricted stock award for 2,645 shares of Company common stock. The award vests in three equal annual installments commencing on the first anniversary of the grant date. Messrs. Easton, Fisch and Penn assigned their rights to American Securities. This column reflects the grant date fair value of the shares of restricted stock awarded, in accordance with FASB ASC 718, which was determined using the closing price of the Company’s common stock as of the grant date.

The following table sets forth the aggregate number of shares of unvested restricted stock, and the aggregate number of stock options held by non-employee directors as of December 31, 2015.

Name

Unvested Restricted Stock

Stock Options Outstanding

Nick Bhambri

2,645

16,695

William Jackson

2,645

11,765

Jack Smith

2,645

11,765

Jeffrey Stafeil

2,645

12,630

PROPOSAL 1: ELECTION OF CLASS II DIRECTORS

Our amended and restated certificate of incorporation provides that our Board will be divided into three classes, with one class being elected at each annual meeting of shareholders and with each director serving a three-year term. The term of office of our Class II directors, Nick Bhambri, Loren Easton, and William Jackson, expires at this Annual Meeting. The Board proposes the election of Messrs. Bhambri, Easton, and Jackson to serve as directors for a term expiring at the Annual Meeting of Shareholders in 2019, or until their respective successors are elected and qualified.

The Board of Directors expects that the persons named as proxy holders on the proxy card will vote the shares represented by each proxy for the election of each director nominee unless a contrary direction is given. If prior to the meeting a nominee is unable or unwilling to serve as a director, which the Board of Directors does not expect, the proxy holders may vote for such alternate nominee, if any, as may be recommended by the Board of Directors, or the Board may reduce its size.

Information regarding each of our director nominees is set forth in this Proxy Statement under “Board of Directors—Class II Director Nominees for a Term Expiring in 2019.”

The Board of Directors recommends a vote FOR the election to the Board of Directors of each of the following Class II director nominees:

Name

Age

Occupation

Nick Bhambri

52

Former President of MECS Inc.

Loren Easton

36

Managing Director of American Securities

William Jackson

55

President of Building Efficiency, a division of Johnson Controls Inc.

EXECUTIVE OFFICERS

The following table sets forth the names and ages of our executive officers, who serve at the discretion of our Board of Directors.

Name

Age

Position

George Thanopoulos

52

Chief Executive Officer

Mark Blaufuss

48

Chief Financial Officer

Douglas Grimm

54

President & Chief Operating Officer

Russell Bradley

55

Executive Vice President of Sales

Mr. Thanopoulos’s experience is set forth above under “Board of Directors—Class I Directors with Terms Expiring in 2018.”

Mr. Blaufuss is our Chief Financial Officer and was named Chief Financial Officer and Treasurer in August 2014. He served as the Company’s Treasurer from August 2014 until a manager on his staff was appointed to the office in June 2015. Mr. Blaufuss has also served as Metaldyne’s Chief Financial Officer since May 2011. Prior to joining Metaldyne, Mr. Blaufuss held the Chief Financial Officer position at United Components, Inc., an aftermarket automotive parts supplier, from September 2009 to April 2011, and at Axletech International, a planetary axle supplier, from April 2007 to September 2009. He also worked as a director of AlixPartners, a consulting firm, Corporate Controller of JPE, Inc., an automotive parts supplier, and Manager at PricewaterhouseCoopers. Mr. Blaufuss acted as CFO for Stonebridge Industries, Inc. until 2004. Stonebridge Industries, Inc. filed for Chapter 11 bankruptcy in 2005. Mr. Blaufuss holds a B.S. degree in Accounting from Michigan State University.

Douglas Grimm was named President and Chief Operating Officer in December 2015. Mr. Grimm previously served as Co- President of MPG since August 4, 2014 and President and Chief Executive Officer of Grede since February 2010. Prior to that, he served as Chief Executive Officer of Citation Corporation, a foundry that manufactures components for the transportation and industrial markets, from January 2008 to February 2010. Prior to co-founding Grede Holdings LLC, Mr. Grimm served as Vice President—Global Ford, Materials Management, Powertrain Electronics & Fuel Operations of Visteon Corporation, a global automotive supplier that manufactures climate, electronics, and interior products for vehicle manufacturers, from 2006 to 2008. Prior to that time, Mr. Grimm spent five years at Oldco M Corporation (the former Metaldyne Corporation) as a Vice President in various executive positions, including commercial operations, General Manager of forging and casting operations, as well as having responsibility for global purchasing and quality. Before joining Oldco M Corporation in 2001, Mr. Grimm was with Dana Corporation, a worldwide supplier of drivetrain, sealing and thermal management components and systems in 1998 and served as Vice President, Global Strategic Sourcing. Prior to that, Mr. Grimm spent 10 years at Chrysler Corporation in various purchasing management positions. Mr. Grimm is the immediate past Chairman of the Original Equipment Supplier Association (OESA) and Chairman of the Motor & Equipment Manufacturers Association (MEMA). Mr. Grimm holds a B.A. degree in Economics & Management from Hiram College (OH), where he is a member of the board of trustees, and an M.B.A. from the University of Detroit.

Russell Bradley was named our Executive Vice President of Sales in December 2015. Mr. Bradley previously held the Executive Vice President of Sales position at HHI since 2007, where he was responsible for the development of long-term customer relationships, organic and acquisition growth strategies, and post-acquisition turnaround and integration activities. Mr. Bradley has more than 25 years of sales and executive management experience. He began his career at Jernberg Industries in 1989 as a Sales Engineer, joining HHI during its acquisition of Jernberg Industries in 2005. Mr. Bradley holds a Bachelor of Science Degree in Marketing from Elmhurst College.

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

The following table shows information as of March 18, 2016 regarding the beneficial ownership of our common stock by:

Beneficial ownership of shares is determined under SEC rules and generally includes any shares over which a person exercises sole or shared voting or investment power. Except as noted by footnote, and subject to community property laws where applicable, we believe based on the information provided to us that the persons and entities named in the table below have sole voting and investment power with respect to all shares of our common stock shown as beneficially owned by them. Percentage of beneficial ownership is based on 69,054,796 shares of our common stock outstanding and beneficial ownership as of March 18, 2016. Shares of common stock subject to options currently exercisable or exercisable within 60 days are deemed to be outstanding and beneficially owned by the person holding the options for the purposes of computing the percentage of beneficial ownership of that person and any group of which that person is a member, but are not deemed outstanding for the purpose of computing the percentage of beneficial ownership for any other person. Unless otherwise indicated, the address for each holder listed below is One Towne Square, Suite 550, Southfield, MI 48076, c/o Metaldyne Performance Group Inc.

Shares of common stock

beneficially owned

Name of beneficial owner

Number

of shares (5)(6)

Percentage

of shares

5% shareholders:

ASP MD Investco LP (1)

51,373,293

76.0

%

Levin Capital Strategies, L.P. (2)

3,772,559

5.6

%

Named executive officers and directors:

George Thanopoulos

2,773,443

3.8

%

Mark Blaufuss (3)

374,857

*

Douglas Grimm

367,731

*

Russell Bradley

133,606

*

Nick Bhambri

31,593

*

Loren Easton

Michael Fisch

William Jackson

9,418

*

Kevin Penn

John Pearson Smith

9,418

*

Jeffrey Stafeil

14,329

*

All board of director members and executive officers as a group (11 persons)

3,714,395

5.1

%

Thomas Amato (4)

911,307

1.3

%

(1)

Based on Schedule 13G filed on February 16, 2016, as of December 31, 2015 (i) ASP MD Investco LP, (ii) American Securities Partners VI, L.P., American Securities Partners VI(B), L.P., American Securities Partners VI(C), L.P. , American Securities Partners VI(D), L.P. (collectively, the “Sponsors”), the owners of partnership interests of ASP MD Investco LP, (iii) American Securities Associates VI, LLC, the general partner of each of the Sponsors, and (iv) American Securities LLC, which provides investment advisory services to each Sponsor, may be deemed to be the beneficial owner of 51,365,358 shares of our common stock, with shared voting and shared dispositive power. Amount shown also includes 7,935 of unvested restricted shares that were assigned by our directors employed by American Securities. The address for each beneficial owner is c/o American Securities LLC, 299 Park Avenue, 34th Floor, New York, NY 10171.

(2)

Based on Schedule 13G filed on February 2, 2016, as of December 31, 2015 Levin Capital Strategies, L.P. filing jointly with (i) LCS, LLC, (ii) LCS Event Partners LLC, (iii) LCS L/S, LLC and (iv) John A. Levin, the Chief Executive Officer and controlling person of each such entity, may be deemed to be the beneficial owner of 3,772,559 shares of our common stock, with sole voting power and sole dispositive power over 23,146 shares, shared voting power over 2,645,042 shares and shared dispositive power over 3,749,413 shares. The address for each is 595 Madison Avenue, 17 th Floor, New York, NY 10022.

(5)

Shares owned by executive officers and directors include unvested shares of restricted stock over which the holder has sole voting but not investment power: 256,465 shares for Mr. Thanopoulos; 159,025 shares for Mr. Blaufuss; 219,002 shares for Mr. Grimm; 2,335 shares for Mr. Bradley, 1,764 shares for each of Mr. Bhambri, Mr. Jackson, Mr. Smith, and Mr. Stafeil; and 643,883 shares for all current executive officers and directors as a group.

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(6)

Shares owned by directors and executive officers include shares that may be acquired on or before May 17, 2016 upon exercise of stock options: 918,170 shares for Mr. Thanopoulos; 161,016 shares for Mr. Blaufuss; 32,597 shares for Mr. Grimm; 113,827 for Mr. Bradley; 9,858 shares for Mr. Bhambri; 6,773 shares for Mr. Jackson; 6,773


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