EX-24.1 4 a11-32300_1ex24d1.htm EX-24.1

EXHIBIT 24.1

 

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors of GP Strategies Corporation, a Delaware corporation (the “Company”), constitute and appoint Scott N. Greenberg, Sharon Esposito-Mayer, and Kenneth L. Crawford, and each of them acting alone, the true and lawful agents and attorneys-in-fact of the undersigned with full power and authority in said agents and attorneys-in-fact, and in each of them acting alone, to sign for the undersigned in their respective names as directors of the Company, on the Company’s Registration Statement on Form S-8, and any amendment (including post-effective amendments) or supplement thereto, relating to the offer and sale of Common Stock of the Company pursuant to the GP Strategies Corporation 1973 Non-Qualified Stock Option Plan (the “1973 Plan”) and the GP Strategies Corporation 2003 Incentive Stock Plan (the “2003 Plan”), and to sign for the undersigned in their respective names as directors of the Company, on the Company’s Post-Effective Amendment No. 1 to Form S-8 for the 1973 Plan and the 2003 Plan relating to the adoption of the Registration Statement on Form S-8 (File No. 333-123949) as the Company’s own registration statement and the deregistration of shares thereunder, to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended.  We hereby confirm all acts taken by such agents and attorneys-in-fact, or each of them acting alone, as herein authorized.

 

Signature

 

Title

 

Date

 

 

 

 

 

/s/ Scott N. Greenberg

 

 

 

 

Scott N. Greenberg

 

Chief Executive Officer
(Principal Executive Officer and Director)

 

January 4, 2012

 

 

 

 

 

/s/ Sharon Esposito-Mayer

 

 

 

 

Sharon Esposito-Mayer

 

Executive Vice President and
Chief Financial Officer
(Principal Financial and Accounting Officer)

 

January 4, 2012

 

 

 

 

 

/s/ Harvey P. Eisen

 

 

 

 

Harvey P. Eisen

 

Chairman of the Board of Directors

 

January 4, 2012

 

 

 

 

 

/s/ Daniel M. Friedberg

 

 

 

 

Daniel M. Friedberg

 

Director

 

January 4, 2012

 

 

 

 

 

/s/ Marshall S. Geller

 

 

 

 

Marshall S. Geller

 

Director

 

January 4, 2012

 

 

 

 

 

/s/ Sue W. Kelly

 

 

 

 

Sue W. Kelly

 

Director

 

January 4, 2012

 

 

 

 

 

/s/ Richard C. Pfenniger, Jr.

 

 

 

 

Richard C. Pfenniger, Jr.

 

Director

 

January 4, 2012

 

 

 

 

 

/s/ A. Marvin Strait

 

 

 

 

A. Marvin Strait

 

Director

 

January 4, 2012

 

 

 

 

 

/s/ Gene A. Washington

 

 

 

 

Gene A. Washington

 

Director

 

January 4, 2012