Stoneridge Inc. Files Definitive Proxy Statement (DEF 14A)

TL;DR

<b>Stoneridge Inc. has filed its Definitive Proxy Statement (DEF 14A) for the period ending May 14, 2024, detailing executive compensation and corporate governance.</b>

AI Summary

STONERIDGE INC (SRI) filed a Proxy Statement (DEF 14A) with the SEC on April 4, 2024. Stoneridge Inc. filed a Definitive Proxy Statement (DEF 14A) on April 4, 2024. The filing covers the period ending May 14, 2024. The company's principal executive offices are located at 39675 MacKenzie Drive, Suite 400, Novi, MI 48377. The SIC code for Stoneridge Inc. is 3714 (Motor Vehicle Parts & Accessories). The filing includes details on executive compensation and stock awards for the fiscal year ending December 31, 2023.

Why It Matters

For investors and stakeholders tracking STONERIDGE INC, this filing contains several important signals. This filing is crucial for shareholders as it outlines proposals to be voted on at the annual meeting, including the election of directors and executive compensation plans. Understanding the details within the DEF 14A allows investors to make informed decisions regarding their proxy votes and their investment in Stoneridge Inc.

Risk Assessment

Risk Level: low — STONERIDGE INC shows low risk based on this filing. The filing is a routine DEF 14A, indicating standard corporate governance and shareholder communication procedures rather than significant new risks or opportunities.

Analyst Insight

Shareholders should review the proxy statement to understand director nominations, executive compensation, and any other proposals requiring a vote.

Key Numbers

• 2024-05-14 — Reporting Period End Date (Conformed Period of Report)
• 2024-04-04 — Filing Date (Filed as of Date)
• 3714 — SIC Code (Standard Industrial Classification)
• 2023-12-31 — Fiscal Year End (Fiscal Year End)

Key Players & Entities

• STONERIDGE INC (company) — Filer
• DEF 14A (document) — Form Type
• 2024-04-04T00:00:00.000Z (date) — Filing Date
• 39675 MACKENZIE DRIVE SUITE 400 (address) — Business Address
• NOVI (location) — City
• MI (location) — State
• 48377 (postal_code) — ZIP Code
• 2484899300 (phone_number) — Business Phone

FAQ

Industry Context

Stoneridge Inc. operates in the Motor Vehicle Parts & Accessories industry, supplying components for the automotive sector.

Regulatory Implications

The filing is made under the Securities Exchange Act of 1934, specifically Section 14(a), which governs the solicitation of proxies.

What Investors Should Do

1. Review the proposals for the annual meeting, including director elections and executive compensation.
2. Assess the company's corporate governance practices as detailed in the filing.
3. Consider voting based on the information provided in the proxy statement.

Key Dates

• 2024-04-04: Filing Date — Filing of Definitive Proxy Statement (DEF 14A)
• 2024-05-14: Reporting Period End Date — Period covered by the proxy statement

Year-Over-Year Comparison

This is a DEF 14A filing, which is a standard annual proxy statement and does not represent a change from previous filings of this type.

Key Financial Figures

• $75.9 m — ts we incurred. Net sales increased by $75.9 million, or 8.4%, compared to the prior y
• $8.9 million — ct lines. Net loss in 2023 improved by $8.9 million compared to the prior year, primarily d

Filing Documents

• sri-20240404.htm (DEF 14A) — 1002KB
• sri-20240404_g1.jpg (GRAPHIC) — 135KB
• sri-20240404_g10.jpg (GRAPHIC) — 1287KB
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• sri-20240404_g12.jpg (GRAPHIC) — 61KB
• sri-20240404_g13.jpg (GRAPHIC) — 65KB
• sri-20240404_g14.jpg (GRAPHIC) — 80KB
• sri-20240404_g15.jpg (GRAPHIC) — 137KB
• sri-20240404_g16.jpg (GRAPHIC) — 144KB
• sri-20240404_g17.jpg (GRAPHIC) — 449KB
• sri-20240404_g18.jpg (GRAPHIC) — 187KB
• sri-20240404_g2.jpg (GRAPHIC) — 50KB
• sri-20240404_g3.jpg (GRAPHIC) — 181KB
• sri-20240404_g4.jpg (GRAPHIC) — 1459KB
• sri-20240404_g5.jpg (GRAPHIC) — 129KB
• sri-20240404_g6.jpg (GRAPHIC) — 277KB
• sri-20240404_g7.jpg (GRAPHIC) — 1063KB
• sri-20240404_g8.jpg (GRAPHIC) — 184KB
• sri-20240404_g9.jpg (GRAPHIC) — 682KB
• 0001043337-24-000076.txt (&nbsp;) — 19398KB
• sri-20240404.xsd (EX-101.SCH) — 4KB
• sri-20240404_def.xml (EX-101.DEF) — 6KB
• sri-20240404_lab.xml (EX-101.LAB) — 7KB
• sri-20240404_pre.xml (EX-101.PRE) — 4KB
• sri-20240404_htm.xml (XML) — 112KB

Executive Compensation Tables

Executive Compensation Tables 38 Other Information 49 TABLE OF CONTENTS STONERIDGE, INC. 2024 Proxy Statement Summary This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting. We are furnishing to our shareholders these proxy materials, which include this Proxy Statement and our 2023 Annual Report to Shareholders, by providing access to both on the Internet at www.proxyvote.com . On or about April 4, 2024 we began mailing shareholders a Notice Regarding Availability of Proxy Materials ("Notice of Internet Availability") containing important information, including instructions on how to access the proxy materials online and how to vote your shares over the Internet. If you receive a Notice of Internet Availability, you will not receive a paper or e-mail copy of the proxy materials unless you request one in the manner set forth in the Notice of Internet Availability. The Board of Directors is soliciting proxies in connection with the 2024 Annual Meeting of Shareholders (the "Annual Meeting") and encourages you to read the Proxy Statement and vote your shares by Internet, by telephone call, or by mailing your proxy card or voting instruction form. Stoneridge, Inc. 2024 Annual Meeting Information Date and Time: Tuesday, May 14, 2024 , at 11:00 a.m. (Eastern Time) Virtual Meeting: Access the meeting at www.virtualshareholdermeeting.com/SRI2024 Record Date: March 22, 2024 Voting: Shareholders as of the record date are entitled to vote. Each common share is entitled to one vote for each Director nominee and one vote for each of the other proposals presented for a vote. Matters to be Considered: Management Proposals Board Vote Recommendation Page for more information 1. Elect nine directors named in this Proxy Statement FOR ALL 6 2. Ratify the appointment of Ernst & Young LL

Executive Compensation Highlights

Executive Compensation Highlights Our executive compensation program is designed to attract, retain, motivate and reward talented executives who advance our strategic, operational and financial objectives, and thereby enhance shareholder value. The primary objectives of our compensation programs for executive officers are to: Attract and retain talented executive officers by providing a compensation package that is competitive with that offered by similarly situated companies; Create a compensation structure under which a substantial portion of total compensation is based on achievement of performance goals; and Align total compensation with the objectives and strategies of our business and shareholders. Key elements of our 2023 compensation program were as follows: Base Salary . Base salary has been targeted at the 50th percentile of our comparator group. Annual Incentive Plan (AIP) . The 2023 AIP was comprised of consolidated and, where appropriate, divisional financial performance metrics. In addition, there is an individual performance component. Long-Term Incentive Plan (LTIP) . Long-term incentives were awarded under our Long-Term Incentive Plan for 2023 and targeted at approximately the 50th percentile of our comparator group. These awards will vest in three years and weight performance-based share units ("Performance Shares") more heavily than time-based restricted share units ("RSUs"), and are allocated as follows: 25% of the Performance Shares vest subject to our Total Shareholder Return ("TSR") over a three-year period compared to a group of peer companies; 20% vest based on our earnings per share ("EPS") relative to budget annually over the three-year performance period; 10% vest based on our return on invested capital ("ROIC") relative to budget annually over the three-year performance period; and 45% are RSUs that vest based on the passage of time. For more information related to our executive compensation program, see page 25 . Corporate Go

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth certain information regarding the beneficial ownership of our common shares as of March 4, 2024, by: (a) our directors and nominees for election as directors; (b) each other person who is known by us to own beneficially more than 5% of our outstanding common shares; (c) the executive officers named in the Summary Compensation Table; and (d) all of our executive officers and directors as a group. Name of Beneficial Owner Number of Shares Beneficially Owned (1) Percent of Class Thrivent Financial for Lutherans (2) 2,983,741 10.8 % Frontier Capital Management Co., LLC (3) 2,197,542 8.0 BlackRock, Inc. (4) 2,134,380 7.7 Cooper Creek Partners Management LLC (5) 1,996,185 7.2 Cooke & Bieler LP (6) 1,637,414 5.9 Dimensional Fund Advisors LP (7) 1,531,421 5.6 The Vanguard Group (8) 1,478,425 5.4 Paul J. Schlather (9) 155,909 * William M. Lasky 129,872 * Ira C. Kaplan (10) 86,924 * Kim Korth 80,972 * George S. Mayes, Jr. 67,492 * Robert J. Hartman Jr. (11) 34,688 * Frank S. Sklarsky 17,563 * James Zizelman (12) 15,650 * Susan C. Benedict (13) 11,124 * Carsten J Reinhardt 7,745 * Sheila Rutt 7,745 * Matthew R. Horvath (14) 7,667 * Rajaey Kased (15) 6,795 * Caetano R. Ferraiolo (16) 2,500 * Salvatore D. Orsini — * Peter Osterberg — * All Executive Officers and Directors as a Group (18 persons) 632,646 2.3 * Less than 1% (1) Unless otherwise indicated, the beneficial owner has sole voting and investment power over such common shares. (2) According to a Schedule 13G/A by Thrivent Financial for Lutherans (25,170 sole voting power, 2,958,571 shared voting power, 25,170 sole dispositive power and 2,958,571 shared dispositive power). The address of Thrivent Financial for Lutherans is 901 Marquette Avenue, Suite 2500, Minneapolis, MN 55402. (3) According to a Schedule 13G/A by Frontier Capital Management Co., LLC (1,403,916 sole voting power a

View Full Filing

View this DEF 14A filing on SEC EDGAR