DEF 14A of Standard Motor Products, Inc., Apr 15, 2025

DEF 14A of Standard Motor Products, Inc.

Filed Apr 15, 2025 · FY20240000093389-25-000023

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our Board of Directors recommends that you vote “FOR ALL” of our director nominees. At our Annual Meeting, our shareholders will have the opportunity to vote to elect eight directors to hold office until our next annual meeting of shareholders and until their successors are duly elected and qualified. All nominees are currently directors of the Company.

  2. Information Regarding Nominees

    Information Regarding Nominees The following paragraphs provide information about our director nominees. In addition to the information presented below regarding each nominee’s specific experience, qualifications, attributes and skills that led our Board to conclude that he or she should serve as a director, we believe that all of our director nominees have a reputation for integrity, honesty and adherence to high ethical standards. Each nominee has demonstrated business acumen and an ability to exercise sound judgment, as well as a commitment to serve the Company and our Board. Finally, we value their significant experience on other public company boards of directors and board committees. Our nominees, collectively, possess diverse professional experiences and skills, including business leadership, automotive, finance and accounting, government and public policy, information technology and cybersecurity, supply chain management and logistics, human capital management, sustainability, culture and engagement. Each person listed below has consented to be named as a nominee and agreed to serve if elected. If any of those named are not available for election at the time of the Annual Meeting, discretionary authority will be exercised to vote for substitutes unless the Board chooses to reduce the number of directors. Management is not aware of any circumstances that would render any nominee listed below unavailable. You may read more about the process our Nominating and Corporate Governance Committee undertook to select our director nominees on page 23 under the heading “Nominating and Corporate Governance Committee.”

  3. Director Skills & Demographics

    Director Skills & Demographics The following tables provide a summary of the skill sets and backgrounds of our director nominees. You may find additional information about each nominee in the director biographies that follow this table.

  4. Director Skills & Demographics

    | | J. Burke | A. Capparelli | P. Forbes Lieberman | P. McClymont | J. McDonnell | A. Norris | P. Puryear | E. Sills | | KNOWLEDGE, SKILLS & EXPERIENCE | | | | | | | | | | Executive Management Experience | ● | ● | ● | ● | ● | ● | ● | ● | | Financial Acumen | ● | ● | ● | ● | ● | ● | ● | ● | | Risk Management | ● | ● | ● | ● | ● | ● | ● | ● | | Automotive Industry | ● | | ● | ● | | | | ● | | Strategic Planning/Oversight | ● | ● | ● | ● | ● | ● | ● | ● | | Mergers & Acquisitions | ● | | ● | ● | | | | ● | | International | ● | ● | ● | ● | ● | ● | ● | ● | | Sustainability/Culture and Engagement | | ● | ● | | ● | ● | ● | ● | | Information Technology/ Information Security | ● | ● | ● | ● | | ● | | |

  5. Director Skills & Demographics

    | Board Composition | | | | | INDEPENDENCE | TENURE | AGE | DEMOGRAPHICS | | 75% | 8 years | 62 | 50% | | Independent under NYSE standards and SEC rules | Average years of service | Average age | Gender or race/ethnicity |

  6. Director Skills & Demographics

    5 Mr. Sills has served as a director of the Company and our Chief Executive Officer since March 2016, and as our President since February 2015. In May 2023, Mr. Sills was appointed the Chairman of the Board of the Company. Prior to serving as our President, Mr. Sills served as our Vice President Global Operations from 2013 to 2015, and our Vice President Engine Management Division from 2006 to 2013. From 1991 to 2006, Mr. Sills served in various capacities in our Company, including as General Manager – LIC Operations, Director of Product Management, and Plant Manager – Oxygen Sensor Business Unit. Mr. Sills has completed an Advanced Management Program at Harvard Business School, and holds an M.B.A. from Columbia University and a B.A. from Bowdoin College. Mr. Sills’ qualifications to serve as a director include his extensive knowledge of our business and its operations, and the experience that he has acquired throughout his over thirty year career in the automotive aftermarket industry and our Company. Mr. Sills has served in a variety of management positions across our organization, in which he has cultivated strong financial experience, corporate governance insight and extensive leadership, strategy and risk management skills. As our Chief Executive Officer, he has developed and executed global strategies to expand the Company’s footprint and its customer base. His demonstrated experience and success earned Mr. Sills recognition as a leader in the automotive aftermarket industry, and he has been awarded the 2022 Automotive Aftermarket Suppliers Association Member Advocacy Award (which recognizes his advocacy efforts on behalf of the automotive aftermarket). Mr. Sills previously served two terms as Chairman of the Board of Governors of the Automotive Aftermarket Suppliers Association from 2017 to 2024, and currently continues to serve on its advisory board. Mr. Sills has also testified before Congress on behalf of the manufacturing community on supply chain challenges and investing to strengthen American manufacturing and competition. In addition, we believe Mr. Sills’ qualifications to serve as a director include his and his family’s significant ownership interest in the Company, which serves to align his interests with the interests of our other shareholders, and the fact that he represents the fourth generation of the Sills family which established the Company in 1919.

  7. Eric P. Sills

    Eric P. Sills Chairman of the Board, Chief Executive Officer & President Age 56 Director Since 2016 6

  8. Alisa C. Norris

    Alisa C. Norris Presiding Independent Director Age 55 Director Since 2012 Ms. Norris has served as our Presiding Independent Director since May 2023 and as a director of the Company since October 2012. Ms. Norris also serves as a director of Vita-Mix Corporation, where she serves as its Lead Independent Director and Chair of its Compensation and Human Capital Management Committee, and also as a director of CP Direct. Ms. Norris previously served in several leadership positions including: (i) Chief Marketing and Communications Officer at JDRF International, where she was responsible for marketing, communications and digital growth, leading the organization’s digital transformation; (ii) Chief Marketing Officer of R.R. Donnelley & Sons Company, where she was responsible for all aspects of marketing and communications; (iii) Chief People Officer of Opera Solutions, LLC, a leading predictive analytics company, where she was responsible for global staff operations and human capital management; (iv) Senior Vice President and a founding member of Zeborg, Inc.; and (v) a strategy consultant and Partner at Mitchell Madison Group. Ms. Norris holds an MBA from Harvard Business School and a BA from Trinity College, where she was Phi Beta Kappa. Ms. Norris’ qualifications to serve as our Presiding Independent Director include her significant leadership roles across a broad range of industries including industrial, information technology services, and financial services, where she led first-ever transformations of business strategy and operations. Her board leadership is defined by a focus on driving business transformation in complex environments and championing innovation and growth acceleration. Her executive level positions have afforded her global experience in defining and implementing corporate governance structures, growth strategies, digital transformation, and engaging customer and employee experiences. Ms. Norris has also successfully architected and led strategy and brand positioning initiatives, and cultural and change management efforts. In addition, Ms. Norris successfully led a subcommittee of our Board to implement succession planning and refreshment of the Board. Ms. Norris’ knowledge in developing and managing operational resources in marketing, communications, talent management culture provides our Board with valuable leadership as the Company continues to grow and evolve its strategies and initiatives in these areas. Additionally, her unique understanding of the relationship between strategy, brand, high-performance and respectful cultures provide unique insights to the Board. Ms. Norris’ qualifications were recognized when she was chosen as a member of the 2023 Class of “Directors to Watch” in the midyear edition of Directors & Boards and as a member of BoardProspects’ 2025 “100 Women Leaders in the Boardroom.” 7 Mr. Burke has served as a director of the Company since December 2022 and as our Chief Operating Officer since January 2019. Mr. Burke also served as our Chief Financial Officer from 1999 to September 2019, our Executive Vice President Finance from 2016 to January 2019, as well as our Vice President Finance, Director of Finance, Chief Accounting Officer, and Corporate Controller. Mr. Burke has completed an Executive Education program at Ross School of Business, University of Michigan, and holds an MBA from University of New Haven and a BBA from Pace University. Mr. Burke’s qualifications to serve as a director include his more than forty years of experience in the automotive industry and with the Company, during which he has been integrally responsible for the Company’s corporate strategy, executive management, operations, and building investor relations, which grant him perspective into the most important issues investors in our industry have. Mr. Burke has a proven ability to effectively oversee and address all domestic and international issues and risks that our business faces through strategic growth initiatives, which also maximize the value of the Company’s investments and strategies. Additionally, Mr. Burke’s significant experience in finance and accounting enable him to offer valuable insight on matters of complex financial analysis and reporting. The Board also greatly benefits from his intimate working knowledge of our day-to-day business, plans, strategies and initiatives, including all aspects of our mergers & acquisitions process and business integration plans. Mr. Burke’s experience and high level of commitment to the Board, our business, our team members and our shareholders make him a valuable member to the Board.

  9. James J. Burke

    James J. Burke Director & Chief Operating Officer Age 69 Director since 2022 Mr. Capparelli has served as Co-Chair of the Strategic Planning Committee since May 2023 and as a director of the Company since April 2022. Mr. Capparelli also serves as the Vice President and General Manager of Lifecycle Head of Regions of Rockwell Automation, Inc., an industrial automation and digital transformation company, which is included within the S&P 500 Index, and serves as an advisory board member of the Industrial Equipment Advisory Board of Technology and Service Industry Association. Mr. Capparelli previously served as Rockwell Automation President, Americas Region from October 2020 to January 2022 and President, Latin America Region from 2016 to September 2020. Prior to such time, Mr. Capparelli held numerous roles of increasing responsibility at leading sales, engineering and services businesses, and his experience includes strategy development and execution, risk management, financial management, go-to- market evolution, marketing, operations, and customer support organization. Mr. Capparelli holds a BS in Electrical Engineering from Universidad Nacional de Mar del Plata (Argentina), and a Post Graduate degree in Business Management and Strategy from the University of Wisconsin—Milwaukee. Mr. Capparelli’s qualifications to serve as a director include his many years of international, executive leadership experience in industrial automation and digital transformation including smart manufacturing, IOT and Industry 4.0 across multiples customer segments and industries. Mr. Capparelli’s leadership in the creation and development of strategies that achieve business outcomes combining technology and domain expertise to maximize productivity, safety and sustainability of business investment in critical areas, including digital engineering, connected operations, analytics, cybersecurity and automation make him a valuable member to our Board. Also, Mr. Capparelli’s qualifications include leading efforts to foster workplace culture and strengthen organizational engagement with local communities. Furthermore, the Board benefits from his insight into key geographic markets served by the Company, and his successful track record overseeing business development and the implementation of strategic growth initiatives in these markets, including the United States, Canada, Mexico, the Caribbean and Central and South America.

  10. Alejandro C. Capparelli

    Alejandro C. Capparelli Director Age 56 Director Since 2022 8 Ms. Forbes Lieberman has served as Chair of the Audit Committee since May 2022 and as a director of the Company since August 2007. Ms. Forbes Lieberman also serves as a director and Chair of the Audit Committee of John B. Sanfilippo & Son, Inc., a leading processor and distributor of nut products, and on the board of privately held Diamond Blade Warehouse. Previously, Ms. Forbes Lieberman served as a director of A.M. Castle & Co. and VWR Corporation. Ms. Forbes Lieberman’s executive leadership experience includes her serving as: (i) interim Chief Operating Officer of Entertainment Resource, Inc.; (ii) President, Chief Executive Officer, Chief Operating Officer and Chief Financial Officer and member of the Board of Directors of TruServ Corporation (now known as True Value Company); (iii) Chief Financial Officer at each of ShopTalk Inc., The Martin-Brower Company, LLC, and Fel-Pro, Inc.; and (iv) an automotive industry consultant. Ms. Forbes Lieberman is a Certified Public Accountant and began her career at PricewaterhouseCoopers LLP. Ms. Forbes Lieberman holds an MBA from Kellogg School of Management, Northwestern University and a BS Accountancy from the University of Illinois. Ms. Forbes Lieberman’s qualifications to serve as a director include her extensive executive leadership and financial and managerial experience. Her service as Chief Executive Officer, Chief Operating Officer and Chief Financial Officer for global manufacturing, distribution, retail and automotive companies make her a valuable asset to our Board, and has provided her with a wealth of knowledge in dealing with corporate strategy, operations, finance, M&A, organization culture, crisis management, risk management, change management, communications, compensation, and corporate governance matters. In addition, her financial expertise, including experience in public and financial accounting matters, compensation plans, financings, logistics, and business strategy, provide valuable insight to our Board.

  11. Pamela Forbes

    Pamela Forbes

  12. Lieberman

    Lieberman Director Age 71 Director Since 2007 9 Mr. McClymont has served as Co-Chair of the Strategic Planning Committee since May 2022 and as a director of the Company since February 2017. Mr. McClymont also serves as the Chief Financial Officer of Hagerty, Inc. since September 2022. Prior to joining Hagerty, Mr. McClymont served as Chief Financial Officer of Orchard Technologies, Inc. from June 2021 to September 2022, Executive Vice President and Chief Financial Officer of IMAX Corporation from 2016 to May 2021, as well as Executive Vice President and Chief Financial Officer of Sotheby’s and as a Partner and Managing Director of Goldman, Sachs & Co., where he was a member of the Investment Banking Division. Mr. McClymont holds an MBA from The Amos Tuck School, Dartmouth College and a BS, with distinction, from Cornell University. Mr. McClymont’s qualifications to serve as a director include his expertise in investment banking, financial, and corporate strategy matters. His executive and leadership experience, including as Chief Financial Officer at various corporations and as a Managing Director of a prominent investment banking firm, provide the Board with valuable insight in the areas of accounting, tax, treasury, finance, investor relations, international strategy, operations, securities, and risk management. His extensive knowledge in these areas, and his familiarity with the automotive industry, both domestically and abroad, make him a valuable member to our Board. Patrick S. McClymont Director Age 55 Director Since 2017 Mr. McDonnell has served as Chair of the Nominating and Corporate Governance Committee since May 2022 and as a director of the Company since October 2012. Mr. McDonnell also serves as the President of the University of Maine at Farmington. In addition, Mr. McDonnell previously served as a Professor of Public Policy and Management at the University of Southern Maine’s Edmund S. Muskie School of Public Service, where he lectured on organizational leadership, crisis and risk management, and argumentation, advocacy, and governance, among other subjects, and as a Founding Director, Faculty Fellow and member of the board of the University of Southern Maine’s Confucius Institute. Mr. McDonnell previously served in several leadership positions in the academic and private sectors including: (i) Provost and Vice President of Academic Affairs and as Dean of the College of Management and Human Service, each position at the University of Southern Maine; (ii) Interim Dean of the College of Business at Stony Brook University; (iii) President and Chief Executive Officer of the New York International Commerce Group, Inc., which provides services for companies doing business in China; and (iv) Senior Vice President at the Long Island Lighting Company, a large gas and electric utility company. Mr. McDonnell holds an Executive Program Certificate from Harvard Business School, a PhD in Communications from the University of Southern California, and an MA and BA from Stony Brook University. Mr. McDonnell’s qualifications to serve as a director include his significant experience in academia teaching and publishing articles on business administration, strategy, workforce development, crisis and risk management, and the development of management-level personnel, as well as his various leadership positions at foreign and domestic companies. Mr. McDonnell also has significant experience in sustainability matters leading a multi-million dollar initiative at the University of Maine at Farmington to increase energy efficiency and eliminate the use of fossil fuels on campus. Additionally, Mr. McDonnell has extensive knowledge of Chinese business and culture having lectured, published articles, and developed academic programs focused on China for more than twenty years, including founding a Confucius Institute at the University of Southern Maine. His research on the globalization and digitization of the economy, and complex trade relationships among the United States, Europe and China provide a unique perspective in these areas and enhance the Board’s understanding of the risks the Company faces due to its global operations. Joseph W. McDonnell Director Age 73 Director Since 2012 10 Pamela S. Puryear, PhD, has served as Chair of the Compensation and Management Development Committee since May 2023 and as a director of the Company since December 2021. Dr. Puryear also serves as a director of SpartanNash Company, where she has served as Chair of the Compensation Committee and as a member of the Nominating and Corporate Governance Committee since May 2024, and was a member of the Audit Committee until May 2024. Previously, Dr. Puryear served as a director of NextGen Healthcare, Inc. and Rockley Photonics Holdings Limited. Dr. Puryear is a business executive with 35 years of global experience in financial services, consulting, healthcare and retail. From 2009 to 2021, Dr. Puryear held several executive leadership roles, including: (i) Executive Vice President, Global Chief Human Resources Officer at Walgreens Boots Alliance; (ii) Senior Vice President, Chief Human Resources Officer at Zimmer Biomet; (iii) Senior Vice President, Chief Talent Officer at Pfizer Inc.; and (iv) Vice President, Organizational Development and Chief Talent Officer at Hospira Inc. Prior to these roles, Dr. Puryear led an independent organizational development consulting practice for 12 years working globally and across industry sectors, including consumer products, financial services, healthcare, professional services and insurance. Dr. Puryear also spent her first 10 years post-MBA in financial services in the real estate investment advisor industry. Her success in these positions has earned her recognition as a business and human capital thought leader and various honors, including the 2021 “Elite 100” by Diversity Woman Magazine, which recognizes black women executives who lead and innovate complex transformations in corporate America. Dr. Puryear was also inducted into the Executive Leadership Council (ELC), the preeminent member organization for Black Executives, in 2019. In 2023, Dr. Puryear was recognized by WomenInc. Magazine as one of its 2023 Most Influential Women Corporate Board Directors. Dr. Puryear holds a Ph.D. degree in organizational psychology from California School of Professional Psychology, an MBA degree from the Harvard Business School, and a BA degree in psychology with a concentration in organizational behavior from Yale University. Dr. Puryear is a recognized business and human capital thought leader, currently serving as a member of the Advisory Board, Human Capital Center at The Conference Board, a research think tank that delivers business insights to 1,000 public and private organizations in 60 countries. Dr. Puryear’s qualifications to serve as a director include her track record of success in executive leadership positions across various global industries, and driving value creation through her expertise in human capital management, organizational development, operational excellence and innovation. Additionally, Dr. Puryear has demonstrated knowledge and leadership with respect to environmental, social and governance issues, which will provide valuable insight and assist the Company in enhancing our corporate social responsibility strategies. Pamela S. Puryear, Ph.D. Director Age 61 Director Since 2021 11

  13. Director Compensation

    Director Compensation The following table sets forth the compensation paid by the Company to our non-employee directors in 2024.

  14. Director Compensation

    | Name | Fees Earned or Paid in Cash (1) | Stock Awards (2) | All Other Compensation (3) | Total | | Alisa C. Norris | $115,000 | $92,160 | $— | $207,160 | | Alejandro C. Capparelli | 105,000 | 92,160 | — | 197,160 | | Pamela Forbes Lieberman | 110,000 | 92,160 | 17,261 | 219,421 | | Patrick S. McClymont | 105,000 | 92,160 | — | 197,160 | | Joseph W. McDonnell | 105,000 | 92,160 | — | 197,160 | | Pamela S. Puryear | 105,000 | 92,160 | — | 197,160 |

  15. Director Compensation

    (1)Represents (a) the annual cash retainer paid to each director, and (b) the annual retainer paid to each Chair of our Board Committees and to our Presiding Independent Director. (2)Represents the grant date fair value of (a) the Company Common Stock awarded to each director as an annual equity retainer, and (b) shares of restricted stock granted to each non-employee director. The grant date fair value of stock awards is computed in accordance with ASC Topic 718. For a discussion of the valuation assumptions, see Note 14 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. The number of shares of Common Stock covered by outstanding (unvested) stock awards held by each non- employee director at December 31, 2024 are set forth below:

  16. Director Compensation

    | Name | Outstanding (Unvested) Restricted Stock Awards | | Alisa C. Norris | 1,000 | | Alejandro C. Capparelli | 1,000 | | Pamela Forbes Lieberman | 1,000 | | Patrick McClymont | 1,000 | | Joseph W. McDonnell | 1,000 | | Pamela S. Puryear | 1,000 |

  17. Director Compensation

    No directors held option awards outstanding at December 31, 2024. (3)Represents the applicable COBRA premiums for medical, dental and vision insurance plan coverage provided to any director less contributions paid by such director. For 2024, non-employee directors received an annual cash retainer of $90,000, an annual equity retainer in the form of Common Stock valued at $65,000, and a restricted stock award of 1,000 shares of Common Stock under the Amended and Restated 2016 Omnibus Incentive Plan (the “A&R 2016 Omnibus Plan”). The cash retainer is typically paid in equal installments on a quarterly basis, and may be paid in full or in part in Company Common Stock at the discretion of the director. The equity retainer is based on the fair market value of the Company’s Common Stock as of the date of issuance. The Presiding Independent Director and the Chair of each committee of the Board also receive an additional annual cash retainer for their services. The annual retainer earned by the Presiding Independent Director (Alisa C. Norris) was $25,000; the annual retainer earned by the Chair of the Audit Committee (Pamela Forbes Lieberman) was $20,000; and the annual retainer earned by each Chair or Co-chair of the Governance Committee (Joseph W. McDonnell), Compensation Committee (Pamela S. Puryear), and Strategic Planning Committee (Alejandro C. Capparelli and Patrick S. McClymont) was $15,000. The equity retainer, restricted stock awards and cash retainers are typically paid on the date of the annual meeting of shareholders. 28 The restricted stock award issued to our non-employee directors in May 2024 had a grant date fair market value of $27.16 per share, for a total of $27,160. These amounts are included in the “Stock Awards” column in the Director Compensation table above. The restricted stock awards granted to our non-employee directors vest one year after the grant date, so long as the director remains continuously in office. In the event of a merger of the Company or sale of all or substantially all of the Company’s assets, vesting of all of the shares of restricted stock will accelerate, and such shares will become fully vested. Non-employee directors were also eligible to receive other types of awards under our A&R 2016 Omnibus Plan, but such awards were discretionary. Eric P. Sills, our Chairman of the Board, Chief Executive Officer and President, and James J. Burke, our Chief Operating Officer, received no compensation in 2024 for their service as directors (see the Summary Compensation Table for disclosure regarding Eric Sills’ and James Burke’s executive officer compensation). In December 2024, upon the recommendation of the Governance Committee, based on its review of competitive market practices provided by its independent compensation consultant, the Board of Directors approved the following modifications to its director compensation program effective as of the date of the 2025 Annual Meeting: (i) the annual cash retainer earned by non-employee directors increased from $90,000 to $95,000; and (ii) the $65,000 annual equity retainer and the annual award of 1,000 shares of restricted stock issued to our non-employee directors will be replaced with an annual restricted stock award of shares of Common Stock equal in value to $125,000, based on the fair market value of the Company's Common Stock as of the date of the award.

  18. MANAGEMENT INFORMATION

    MANAGEMENT INFORMATION All of our officers are appointed by our Board of Directors. The biographies of Eric P. Sills and James J. Burke are presented in connection with “Proposal No. 1 – Election of Directors”, beginning on page 4 of this Proxy Statement. The following table sets forth the biographies of our other officers as of the date of this Proxy Statement:

  19. MANAGEMENT INFORMATION

    | Dale Burks Chief Commercial Officer & Executive Vice President Age 65 | Mr. Burks has served as our Chief Commercial Officer and Executive Vice President since March 2016. Prior to his current appointment, Mr. Burks served as our Vice President Global Sales and Marketing from 2013 to March 2016, our Vice President Corporate Sales and Marketing from 2011 to 2013, our Vice President Temperature Control Division from 2006 to 2011, our General Manager – Temperature Control Division from 2003 to 2006, and in various capacities throughout our Company from 1984 to 2003, including as our Director – Sales & Marketing, Regional Manager and Territory Manager. Mr. Burks has completed Executive Education programs at Ross School of Business, University of Michigan, and Kellogg School of Management, Northwestern University, and holds a B.S. from Oregon State University. |

  20. MANAGEMENT INFORMATION

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  21. MANAGEMENT INFORMATION

    | Nathan R. Iles Chief Financial Officer Age 48 | Mr. Iles has served as our Chief Financial Officer since September 2019. Prior to his appointment as our Chief Financial Officer, Mr. Iles served as Vice President and Chief Financial Officer at UCI International Holdings, Inc. (“UCI”) from 2016 to 2019, Chief Financial Officer of UCI’s ASC/Airtex Performance Pumps business from 2015 to 2016, and Vice President Corporate Finance of UCI-FRAM Auto Brands from 2011 to 2015. Mr. Iles has also held finance and accounting positions at Sears Holdings Corporation and Deloitte & Touche. Mr. Iles holds an M.B.A. from the University of Chicago Booth School of Business, and a B.B.A. from Eastern Kentucky University. Mr. Iles is a Certified Public Accountant. | | Carmine J. Broccole Chief Legal Officer & Secretary Age 59 | Mr. Broccole has served as our Chief Legal Officer since September 2021 and as our Secretary since 2006. Prior to his current appointment, Mr. Broccole served as our Senior Vice President General Counsel from 2016 to September 2021, as our Vice President General Counsel from 2006 to 2016, and as our General Counsel from 2004 to 2006. Prior to such time, Mr. Broccole was a Partner of Kelley Drye & Warren LLP. Mr. Broccole holds a Juris Doctor degree from Stanford Law School and a B.A. from Cornell University, and is a member of the Bars of New York and California. | | Kristine Frost Chief Human Resources Officer Age 49 | Ms. Frost has served as our Chief Human Resources Officer since July 2023. Ms. Frost has also served as our Vice President of Human Resources from August 2022 to July 2023. Prior to that time, Ms. Frost served as the Global Human Resources Executive of Motion Technologies at ITT, Inc. from August 2019 to August 2022, the Vice President of Global Human Resources at Certus Automotive, Inc. from 2017 to July 2019, the Interim Vice President of Human Resources of North America at Kamax LP from 2016 to 2017, the Vice President of Human Resources & Legal Affairs at Webasto Group from 2011 to 2016, and in various leadership positions within human resources at Webasto Group from 2001 to 2011. Ms. Frost holds a Juris Doctor degree from Wayne State University Law School and a Bachelor of Science degree from Oakland University, and is a member of the Michigan Bar and the Bar of the Supreme Court of the United States. | | Ray Nicholas Chief Information Officer & Vice President Information Technology Age 61 | Mr. Nicholas has served as our Chief Information Officer since 2013 and as our Vice President Information Technology since 2006. From 1990 to 2006, Mr. Nicholas served as the Manager and Director of Information Systems for our Temperature Control Division. Mr. Nicholas completed the Automotive Aftermarket Professional program at University of the Aftermarket, Northwood University, and an Executive Education program at University of Virginia, Darden School of Business, and holds a B.S. from Northeast Louisiana University. | | Erin Pawlish Treasurer Age 49 | Ms. Pawlish has served as our Treasurer since 2015. Prior to her appointment as our Treasurer, Ms. Pawlish served as our Financial Director from 2013 to 2015, and as a Senior Manager at KPMG LLP from 1998 to 2012. Ms. Pawlish holds a B.B.A. from Pace University. Ms. Pawlish is also a Certified Public Accountant. | | Esther Parker Chief Accounting Officer Age 49 | Ms. Parker has served as our Chief Accounting Officer since April 2024. Prior to her appointment as our Chief Accounting Officer, Ms. Parker served in various controllership leadership positions at PepsiCo, Inc. from 2018 to April 2024 and General Electric Company from 2011 to 2018. Prior to such time, Ms. Parker began her career at KPMG in the United Kingdom, and later joined PriceWaterhouseCoopers LLP in the New York City region, where she held the position of Senior Manager. Ms. Parker holds a BA from the University of Durham, United Kingdom. She is a Certified Public Accountant, a Chartered Accountant in England & Wales, and a Chartered Global Management Accountant. |

  22. MANAGEMENT INFORMATION

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  23. 2024 Executive Compensation Actions

    2024 Executive Compensation Actions Our Compensation Committee made the following executive compensation decisions for fiscal year 2024 after taking into account, among other factors, our business strategy, financial, organization and management goals, and the compensation practices of our peer group: •Awarded base salary pay increases to our named executive officers that reflected the individual performance and responsibilities of our executives. •Approved a short-term incentive compensation program based on Company financial performance, weighted 70%, and management performance, weighted 30%. Company financial performance for 2024 was measured based on two components: (1) year-over-year improvement in our basic earnings per share, adjusted for significant, non-recurring and non-operational gains or losses (“Adjusted EPS”), weighted 75%; and (2) the conversion of operating cash flows to net income, adjusted for significant, non-reoccurring and non-operational gains or losses (“Adjusted Free Cash Flow Conversion”), weighted 25%. The Company’s financial performance resulted in the achievement of this portion of the short-term incentive compensation award at a rate of 142.4% of the target award amount. Management by objective (“MBO”) goals for 2024 were designed to motivate the successful execution of the Company’s business strategy. Management’s performance against these MBO goals resulted in the achievement of this portion of the short-term incentive compensation award at a rate of 98.6% of the target award amount. •Approved changes to the Company’s long-term incentive compensation program, whereby annual awards of restricted stock and performance shares will be based on a set dollar value rather than a set number of shares. The actual number of shares of restricted stock and performance shares awarded each year is determined by dividing the set dollar value of the award by the volume-weighted average price (“VWAP”) of the Company’s Common Stock for the twenty-day period ended on the grant date of the award. The actual number of performance shares earned will be based on two components: (1) the Company’s average return on invested capital over the three-year measuring period of the award (“Return on Invested Capital”), weighted 67%; and (ii) the Company’s average year-over-year improvement in organic sales over the three-year measuring period of the award (“Organic Sales Growth”), weighted 33%. •Granted annual awards of restricted stock and performance shares to our named executive officers that were consistent with our compensation philosophy and the Compensation Committee’s assessment of individual performance and expected future contributions. •Granted long-term restricted stock to certain of our named executive officers as a long-term retention tool. We believe that our executive compensation program is reasonable, competitive and focused on pay for performance principles. In particular, we believe that our compensation program is designed to reward our executives for their achievement of both short- and long-term performance goals that effectively carry out the Company’s business strategy and result in the creation of shareholder value. We utilize equity incentives and stock ownership requirements to align the interests of our executives with those of our shareholders and the long-term interests of the Company. We have not engaged in any of the most frequently criticized pay practices such as re-pricing of stock options or SARs without shareholder approval, excessive perquisites or tax gross-ups, or agreements with change-in-control provisions unreasonably favorable to our executives. Our executive compensation policies have enabled the Company to attract and retain talented and experienced executives and have benefited the Company over time. 32

  24. Compensation Process

    Compensation Process How We Set Compensation. On an annual basis, the Compensation Committee reviews and approves the compensation of our named executive officers, including the amounts of salary, cash incentive awards and equity-based compensation provided to each executive. In determining total executive compensation packages, the Compensation Committee generally considers various measures of Company and industry performance including revenue, operating income, cash flow, return on invested capital, sales growth, gross margin and total shareholder return. The Compensation Committee does not assign these performance measures relative weights. The Compensation Committee considers these performance measures as key indicators of Company performance and exercises its business judgment in determining compensation after considering all of these measures, collectively, as well as taking into account the market data and peer group information discussed below. The Compensation Committee also evaluates the total compensation of each executive, and each element of compensation separately, to ensure that it will be effective in motivating, retaining and incentivizing the executive. The Compensation Committee’s evaluation takes into consideration, among other factors, each executive’s individual performance, both in general and against specific goals and targets established for the executive, and the desire to maintain internal pay equity and consistency among our executives. Our named executive officers generally participate in the same executive compensation plans and arrangements available to our other executive officers. The Compensation Committee divides executive officers into three separate categories for the purposes of establishing the levels of cash and equity incentive awards. Each category consists of one or more officers who are grouped together for incentive compensation purposes and receive the same target incentive awards. For example, with respect to our annual restricted stock awards, our Chief Executive Officer, Chief Operating Officer, Chief Commercial Officer and Chief Financial Officer are in the first category; our Chief Legal Officer is in the second category; and our other executives are in the third category. One purpose of the categories is to equalize incentive opportunities for individuals with similar levels of responsibility. This practice is intended to improve internal pay equity among our executives. Considerations of internal pay equity among executives are also factored into the Compensation Committee’s consideration of the market data and peer group information discussed below with respect to base salary and target bonus compensation. Market Data, Peer Comparisons & Independent Consultants. In establishing total compensation for our executives, the Compensation Committee reviews the practices of specific peer group companies to compare the Company’s compensation programs with other manufacturing companies of comparable size and stature. Our Chief Executive Officer and other members of management provide input on the selection of the peer group companies, and the Compensation Committee makes the final determination of which companies to include. Executive compensation information for the market data and peer group companies is compiled by management from proxy statements and other public filings, as well as surveys and other databases to which we subscribe. Our Compensation Committee believes that peer group comparison is a useful tool because it is a reflection of the market in which we compete for talent and provides credibility for our compensation programs with both our employees and our shareholders. The Compensation Committee also reviews this information for context and a frame of reference for decision-making; but it is not the sole source of information on which executive compensation is determined. Other factors such as internal equity, individual and business performance, and the perceived degree of alignment between the job duties of our executive with the job description to which his or her compensation is being compared are also considered. Additionally, the Compensation Committee may, from time to time, engage an independent consultant to assess the Company’s executive compensation program. In 2024, the Compensation Committee engaged Frederic W. Cook & 34 Co., Inc., an independent compensation consulting firm, to assess the Company’s overall executive compensation design and program. Role of Management. The Compensation Committee seeks and considers input from senior management in many of its decisions. Annually, our Chief Executive Officer reviews with the Compensation Committee annual salary, short- term incentive compensation program targets and long-term incentive compensation program compensation for each of our executives (excluding our CEO). In addition, following the end of each fiscal year, our Chief Executive Officer evaluates each executive officer’s performance for the prior fiscal year (other than his own performance) and discusses the results of his evaluations with the Compensation Committee. Other executive officers assist in the evaluations for those officers reporting to them. In addition to considering an individual’s attainment of the business goals and objectives established for him or her by the Compensation Committee for the prior year, the Chief Executive Officer’s evaluations of each executive officer’s performance may be based in part upon subjective factors, including the Chief Executive Officer’s evaluations of the contributions made by the executive officer to the Company’s overall results and achievement of its strategic goals. These evaluations include consideration of the level of responsibility of each executive officer and the percentage of total Company revenue and/or expense that each individual officer is responsible for, where applicable. The Chief Executive Officer then makes specific recommendations to the Compensation Committee for adjustments of base salary and incentive plan targets as part of the compensation package for each executive officer (other than himself) for the next fiscal year. The Compensation Committee reviews the performance of the Chief Executive Officer and determines the compensation for all executive officers for the next fiscal year, considering the recommendations from the Chief Executive Officer, as well as the market data and peer group information described above and any other information available to it that it considers relevant. The Compensation Committee discusses the recommendations of the Chief Executive Officer in executive session without any members of management present and may modify the Chief Executive Officer’s recommendations when approving final compensation packages. Tally Sheets. When reviewing executive compensation, the Compensation Committee has historically reviewed management-provided materials which highlight the base salary, target cash incentive award, and actual cash incentive award to each of our executive officers for prior fiscal years. The Compensation Committee uses this information to review compensation trends, to compare increases or decreases year over year, and to ensure that compensation decisions are made with a view to the total compensation package awarded to each executive officer over time. No specific weight is assigned by the Compensation Committee to the tally sheets or any specific items which may appear on such tally sheets. Risk Management Considerations. The Compensation Committee structures our short-term and long-term incentive compensation programs, as highlighted below, to promote the creation of long-term value and discourage behavior that may lead to excessive risk: •The Company’s short-term incentive compensation program (as more fully described under “Elements

  25. Elements of Compensation

    Elements of Compensation Base Salary. The Compensation Committee generally reviews base salaries for executive officers at the beginning of each fiscal year. Annual salary is based upon an evaluation of each individual’s performance, an executive’s level of pay compared to that for similar positions at peer group companies, the responsibilities of the position, the experience of the individual, internal pay equity considerations, and Company performance. Base salaries may also be adjusted at the time of a promotion, upon a change in level of responsibilities, or when competitive circumstances may require review. We believe that our base salaries are an important element of our executive compensation program because they provide our executives with a steady income stream that is not contingent upon our overall performance or shareholder return. We believe that maintaining base salary amounts within a competitive range of our peer group, while reflecting the individual performance and responsibilities of our executives, minimizes competitive disadvantage. Short-term Incentive Compensation Program. The Company’s short-term incentive compensation program utilizes annual cash incentive awards to reward executive officers based on the Company’s financial performance and the executive’s achievement of specific management performance objectives (or MBO goals). Our short-term incentive compensation program is designed to more immediately reward our executives for their performance during the most recent year. We believe that the immediacy of these cash awards, in contrast to our equity awards which vest over a three year or longer period of time, provide a significant incentive to our executives to achieve their respective management objectives and, thus, our company-level objectives. We believe our cash awards are an important motivating factor for our executives, in addition to being a significant factor in attracting and retaining our executives. Our cash incentive awards utilize a target that is a percentage of each executive officer’s total cash compensation for the fiscal year. The target is set at levels that are approximately 32% - 39% of an executive’s expected total cash compensation for the year. The target is set at a level which, assuming achievement of 100% of the applicable target amount, the Compensation Committee believes is likely to result in an annual cash award at or near the median for target cash awards in the market. Actual awards may be higher or lower, however, based upon the degree of achievement. Company Financial Performance. The Company uses performance measures designed to closely align executive compensation to year-over-year improvements in corporate performance and increases in shareholder value. The target Company financial performance award represents 70% of an executive’s total target cash incentive award for the applicable year. For 2024, the Compensation Committee selected two financial performance measures to determine the achievement of the award: (1) the year-over-year improvement in our basic earnings per share, adjusted for significant, non-reoccurring and non-operational gains or losses (“Adjusted EPS”), weighted 75%; and (2) the conversion of operating cash flows to net income, adjusted for significant, non-reoccurring and non-operational gains or losses (“Adjusted Free Cash Flow Conversion”), weighted 25%. In addition, to promote longer-term shareholder value and to keep part of an executive’s cash incentive award at risk, the award is capped on an annual basis at 200% of the applicable target. To the extent that an executive could have received an award in excess of the cap, the excess amounts are carried forward into the next year’s calculation of an executive’s award. However, any award that is carried forward is subject to risk of forfeiture depending upon the following year’s performance. 36 Management Performance. At the beginning of each year, the Compensation Committee reviews and approves a detailed set of MBO goals for our executives, which are initially prepared by management and generally aligned with the Company’s strategic goals. The Compensation Committee determines, in its discretion, with the input of the Chief Executive Officer, the level of achievement of each MBO goal by our executives during the prior year and the percentage of the target MBO award earned by such executives. The target MBO award represents 30% of an executive’s total target cash incentive award for the applicable year. Long-Term Incentive Compensation Program. As part of the Company’s long-term incentive compensation program, the Compensation Committee grants equity awards to the Company’s executive officers. We believe that equity awards provide our executive officers with a strong link to our long-term performance goals, create an ownership culture, and closely align the interests of our executive officers and our shareholders. In addition, the vesting feature of our equity awards is designed to aid officer retention because this feature provides an incentive to our executive officers to remain in our employ throughout the vesting period, which is typically three years or longer. In determining the size and type of equity awards granted to our executive officers in 2024, the Compensation Committee awarded different amounts to: (a) our Chief Executive Officer, Chief Operating Officer, Chief Commercial Officer and Chief Financial Officer; (b) our Chief Legal Officer; and (c) our other executives, in recognition of their differing levels of responsibility. The specific amounts awarded were based on recommendations of management, but the Compensation Committee had discretion to award different amounts. The Compensation Committee may also consider our company-level performance, the applicable executive officer’s performance, the amount of equity previously awarded to the applicable executive officer, the vesting of such prior awards, and the recommendations of management and any other advisor that the Compensation Committee may choose to consult. Our primary form of equity compensation consists of restricted stock awards and performance share awards. We believe that these awards provide a motivating form of incentive compensation, while permitting us to issue fewer shares than stock options. Because shares of restricted stock have a defined value at the time the restricted stock awards are issued, restricted stock awards are often perceived as having more immediate value than stock options, which have a value less easily determinable when issued. In addition, we provide performance shares to our executive officers because we believe that their contributions to the Company have a direct relationship to the achievement of the Company’s strategic goals. We grant our executive officers two types of restricted stock (standard awards and long-term retention awards) and performance shares generally once per year at a regularly scheduled meeting of the Board. Each award is based on a set dollar value approved by the Compensation Committee annually. The actual number of shares awarded is determined by dividing the set dollar value of the award by the volume-weighted average price (“VWAP”) of the Company’s Common Stock for the twenty-day period ended on the grant date of the award. Our A&R 2016 Omnibus Plan also permits us to grant incentive and nonqualified stock options, stock appreciation rights, restricted stock units, and other stock-based awards to our officers, directors, employees and consultants. However, our Compensation Committee currently intends to grant only restricted stock and performance shares under our A&R 2016 Omnibus Plan and, if approved by our shareholders, the 2025 Omnibus Plan. Each standard restricted stock award issued under our A&R 2016 Omnibus Plan is subject to a three-year cliff

  26. Elements of Compensation

    vesting period. Each long-term retention restricted stock award issued under our A&R 2016 Omnibus Plan is subject to an incremental vesting period based upon the participant reaching the age of 60 (25% vests), 63 (25% vests) and 65 (balance vests). If an executive officer ceases employment before the end of any vesting period, he or she forfeits the entire unvested portion of the restricted stock award. Restricted stock awards may become immediately vested in full in the event of death, retirement at or after age 65 (subject to certain exceptions), total disability (as determined by the Compensation Committee in its sole discretion), or upon a “change in control” of the Company. Grants of long-term retention restricted stock awards to participants over the age of 65 are subject to a one-year vesting period. We also award our executive officers performance shares in amounts comparable to the number of shares of standard restricted stock awards issued to such executives, although the actual number of performance shares ultimately issued to an executive may be higher or lower, depending upon the level of achievement of the applicable performance goals. A new performance period begins each January 1 and ends three years later on December 31. As a result, up to three performance periods may overlap in any given year. The Compensation Committee selected Return on Invested Capital and Organic Sales Growth as the applicable performance measures for the 2024 performance share awards. The Compensation Committee believes that improvement in these metrics is a key strategic focus for the Company. 37 The performance share awards are subject to a three-year vesting period. If an officer ceases to be an employee of the Company before the end of the vesting period, the entire performance share award is forfeited. The performance goals are scaled so that the recipient will receive part of the award in the event that satisfactory, but less than the maximum, results are achieved. It is our policy to ensure that we do not grant equity awards in connection with the release, or the withholding, of material non-public information, and that the grant value of all equity awards is equal to the fair market value on the date of grant. Defined Contribution Plan. The Company has established a defined contribution Supplemental Executive Retirement Plan (SERP) for our executive officers (and other eligible employees). The purpose of this plan is to enable the executive officers to supplement their benefits under the Company’s Profit Sharing 401(K) Capital Accumulation Plan as well as to provide a means whereby certain amounts payable by the Company to our executive officers may be deferred. Eligible employees may irrevocably elect to defer receipt of a portion of their annual base salary and annual bonus payments earned in that plan year up to a maximum of 50% of their annual base salary and 100% of their annual bonus payments. In addition, the Company generally makes an annual cash contribution into the SERP on behalf of each participant. Defined Benefit Pension Plan. The Company maintains a defined benefit unfunded Supplemental Executive Retirement Plan. The benefits under this plan are in addition to any benefits payable to participants under the Company’s Profit Sharing 401(K) Capital Accumulation Plan and the defined contribution SERP. As of the date of this Proxy Statement, there are no participants in the defined benefit Supplement Executive Retirement Plan. ESOP. Our executive officers are eligible to receive Company Common Stock pursuant to our Employee Stock Ownership Plan, which is available for all eligible employees. This stock grant plan gives our executives an opportunity to share directly in the growth of the Company through stock ownership. The Company’s stock contributions for a particular calendar year are made in the first quarter of such year. Under the plan, each participant is subject to a six-year vesting schedule.

  27. Compensation Actions for 2024 and 2025

    In December 2024, with advice from its independent compensation consultant, Frederic W. Cook & Co., Inc., the Compensation Committee re-evaluated and updated the composition of its peer group for purposes of benchmarking the Company’s executive compensation program. For 2025, the peer group will be comprised of the following companies:

  28. Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material

    Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material

  29. Nonpublic Information

    Nonpublic Information In accordance with Item 402(x) of Regulation S-K, we are providing information regarding our policies and practices related to the grant of certain equity awards close in time to the release of material non-public information. As discussed in more detail under “Elements of Compensation - Long-Term Incentive Compensation Program” above, the Company’s A&R 2016 Omnibus Plan permits us to grant incentive and nonqualified stock options, stock appreciation rights, restricted stock units, and other stock-based awards to our officers, directors, employees and other eligible persons. However, our Compensation Committee currently intends to grant only restricted stock and performance shares under our A&R 2016 Omnibus Plan and, if approved by our shareholders, the 2025 Omnibus Plan. In 2024, the Company did not grant stock options or stock appreciation rights to any named executive officer.

  30. Termination-Based Compensation

    Termination-Based Compensation In December 2001, we entered into a change in control or severance agreement with James J. Burke, our Chief Operating Officer. Neither our Chief Executive Officer nor any of our other executive officers has a change in control or severance agreement. As discussed in more detail under “Severance and Change of Control Arrangements” below, Mr. Burke is entitled to severance payments and continued health and life insurance coverage for a limited period of time, among other benefits, upon the termination of his employment pursuant to his Severance Compensation Agreement. The Compensation Committee may adopt and maintain such agreements where it believes the arrangement will protect the interests of senior executives when a potential change of control could affect their job security. Since the agreements mitigate any concern these executive officers may have in connection with a termination of their employment by us, or a potential loss of employment as a result of a change in control, they promote the interests of shareholders by assuring that these executive officers focus on evaluating opportunities that are in our best interests, without concentrating on individual personal interests. In addition, as discussed in more detail under “Severance and Change of Control Arrangements” below, our executive officers are eligible to receive termination-related benefits under the Company’s Supplemental Executive Retirement Plan. Our 2006 Omnibus Incentive Plan, Amended and Restated 2016 Omnibus Incentive Plan and, if approved by our shareholders, 2025 Omnibus Incentive Plan also contain provisions that would accelerate the vesting of restricted stock upon certain events, including a change of control of the Company. We believe these severance and change of control benefits are an essential element of our executive compensation package and assist us in recruiting and retaining talented individuals.

  31. Summary Compensation Table for 2024

    Summary Compensation Table for 2024

  32. Summary Compensation Table for 2024

    | Name and Principal Position | Year | Salary | Stock Awards (1) | Non-Equity Incentive Plan Compensation (2) | All Other Compensation (3) | Total | | Eric P. Sills | 2024 | $742,000 | $119,787 | $611,183 | $95,067 | $1,568,037 | | Chairman of the Board, | 2023 | 720,000 | 100,200 | 219,006 | 117,272 | 1,156,478 | | Chief Executive Officer & | 2022 | 688,000 | 105,520 | 515,211 | 138,862 | 1,447,593 | | President | | | | | | | | James J. Burke | 2024 | $728,000 | $119,787 | $599,604 | $86,444 | $1,533,835 | | Chief Operating Officer | 2023 | 705,000 | 100,200 | 215,197 | 107,889 | 1,128,286 | | | 2022 | 675,000 | 105,520 | 505,200 | 130,035 | 1,415,755 | | Dale Burks | 2024 | $599,000 | $176,183 | $492,916 | $72,772 | $1,340,871 | | Chief Commercial Officer & | 2023 | 582,000 | 150,040 | 176,157 | 89,189 | 997,386 | | Executive Vice President | 2022 | 557,000 | 171,695 | 413,183 | 108,384 | 1,250,262 | | Nathan R. Iles | 2024 | $576,000 | $176,183 | $473,894 | $71,415 | $1,297,492 | | Chief Financial Officer | 2023 | 558,000 | 150,040 | 169,968 | 90,800 | 968,808 | | | 2022 | 534,000 | 171,695 | 399,607 | 100,326 | 1,205,628 | | Carmine J. Broccole | 2024 | $550,000 | $146,248 | $325,156 | $60,737 | $1,082,141 | | Chief Legal Officer & | 2023 | 533,000 | 124,990 | 116,645 | 73,524 | 848,159 | | Secretary | 2022 | 510,000 | 145,315 | 273,307 | 85,212 | 1,013,834 |

  33. Summary Compensation Table for 2024

    _______________________________________________________ (1)The amounts in this column represent the grant date fair value of stock awards in the applicable year computed in accordance with ASC Topic 718 for restricted stock awards and performance share awards. The fair value of the performance share awards assumes the achievement of the target level of performance shares as the probable 42 outcome. Assuming the achievement of the maximum level of performance shares, the above amounts for each person would be increased by the following fair value amounts in each of 2024, 2023, and 2022, respectively: $59,893, $50,100, and $52,760 for Eric Sills, James Burke, Dale Burks and Nathan Iles, and $44,926, $37,575, and $39,570 for Carmine Broccole. The amounts listed in the table do not reflect whether the named executive officers have actually realized a financial benefit from these awards. For a discussion of the valuation assumptions, see Note 14 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. See “Grants of Plan-Based Awards” and “Outstanding Equity Awards at Fiscal Year-End” below for more information regarding our stock awards. In accordance with SEC regulations, the amounts shown exclude the impact of estimated forfeitures related to vesting conditions. (2)The amounts in this column constitute annual cash incentive awards. See “Grants of Plan-Based Awards” below for more information regarding annual incentive bonus awards. (3)The amounts in this column represent car allowances for leased automobiles, Company contributions to the Profit Sharing 401(K) Capital Accumulation Plan, ESOP and SERP programs on behalf of the named executive officers. The Company contributions that were earned in 2024 (but paid in March 2025) into the individual 401(K), ESOP and SERP accounts of our named executive officers are set forth below:

  34. Summary Compensation Table for 2024

    | Name | 401(K) | ESOP | SERP | | Eric Sills | $22,425 | $6,055 | $51,129 | | James Burke | $22,425 | $6,055 | $49,650 | | Dale Burks | $22,425 | $6,055 | $35,703 | | Nathan Iles | $22,425 | $6,055 | $33,280 | | Carmine Broccole | $22,425 | $6,055 | $26,697 |

  35. Summary Compensation Table for 2024

    Excluding the SERP contributions described above, the amount attributable to each perquisite for each named executive officer does not exceed the greater of $25,000 or 10% of the total amount of perquisites received by such officer. The following table sets forth certain information with respect to plan-based awards granted to the named executive officers during 2024.

  36. Grants of Plan-Based Awards for 2024

    Grants of Plan-Based Awards for 2024

  37. Grants of Plan-Based Awards for 2024

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) (3) | Grant Date Fair Value (4) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Eric P. Sills | 10/23/24 | — | — | — | — | 2,553 | 5,106 | — | $59,893 | | | 10/23/24 | — | — | — | — | — | — | 2,553 | 59,893 | | | | $0 | $472,960 | $945,920 | — | — | — | — | — | | James J. Burke | 10/23/24 | — | — | — | — | 2,553 | 5,106 | — | $59,893 | | | 10/23/24 | — | — | — | — | — | — | 2,553 | 59,893 | | | | $0 | $464,000 | $928,000 | — | — | — | — | — | | Dale Burks | 10/23/24 | — | — | — | — | 2,553 | 5,106 | — | $59,893 | | | 10/23/24 | — | — | — | — | — | — | 2,553 | 59,893 | | | 10/23/24 | — | — | — | — | — | — | 2,553 | 56,396 | | | | $0 | $381,440 | $762,880 | — | — | — | — | — | | Nathan R. Iles | 10/23/24 | — | — | — | — | 2,553 | 5,106 | — | $59,893 | | | 10/23/24 | — | — | — | — | — | — | 2,553 | 59,893 | | | 10/23/24 | — | — | — | — | — | — | 2,553 | 56,396 |

  38. Grants of Plan-Based Awards for 2024

    43

  39. Grants of Plan-Based Awards for 2024

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) (3) | Grant Date Fair Value (4) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | $0 | $366,720 | $733,440 | — | — | — | — | — | | Carmine J. Broccole | 10/23/24 | — | — | — | — | 1,915 | 3,830 | — | $44,926 | | | 10/23/24 | — | — | — | — | — | — | 1,915 | 44,926 | | | 10/23/24 | — | — | — | — | — | — | 2,553 | 56,396 | | | | $0 | $251,620 | $503,240 | — | — | — | — | — |

  40. Grants of Plan-Based Awards for 2024

    _______________________________________________________ (1)Represents possible threshold, target and maximum payout levels for fiscal year 2024 under our cash incentive bonus programs. Bonuses paid to the named executive officers are dependent on the level of achievement of certain management and company performance objectives. The actual bonuses paid to each named executive officer for 2024 are reported in the Summary Compensation Table for 2024 above. Additional information regarding our cash incentive bonus program is included in “Compensation Discussion and Analysis” above. (2)These columns reflect threshold, target and maximum payout levels for performance share awards granted under our A&R 2016 Omnibus Plan. The performance share awards have a three-year vesting period and performance target goals relating to the Company’s return on invested capital and organic sales growth, measured over a three- year period. To the extent that the Company does not achieve the threshold level of performance during the measuring period, these performance shares will not be issued. Performance shares were issued to the named executive officers in 2024 at a 68% payout level with respect to the performance share awards granted in 2021, because the Company achieved the applicable financial goals for the 2021-2023 measuring period. Holders of performance share awards are not entitled to shareholder rights, including voting rights or dividends. To the extent that an officer ceases to be an employee of the Company before the end of the vesting period, the entire performance share award will be forfeited. Additional information regarding our A&R 2016 Omnibus Plan is included in the “Compensation Discussion and Analysis” section above. (3)This column reflects the number of shares of both standard and long-term retention restricted stock awards issued under our A&R 2016 Omnibus Plan. Shares of restricted stock have a three-year or longer vesting period and are not entitled to dividends; however, holders of restricted stock are entitled to voting rights. To the extent that an officer ceases to be an employee of the Company before the end of the vesting period, the entire unvested portion of the restricted stock award will be forfeited, except as otherwise provided in the applicable award agreement. See related discussion in “Compensation Discussion and Analysis” above. These awards are also described in “Outstanding Equity Awards at Fiscal Year-End” below. (4)The ASC Topic 718 per share value of the target performance share awards, standard restricted stock awards, and long-term retention restricted stock awards granted on October 23, 2024 is $23.46 per share, $23.46 per share, and $22.09 per share, respectively. The following table summarizes the equity awards that we have made to our named executive officers, which awards were outstanding as of December 31, 2024.

  41. Outstanding Equity Awards at Fiscal Year-End for 2024

    Outstanding Equity Awards at Fiscal Year-End for 2024

  42. Outstanding Equity Awards at Fiscal Year-End for 2024

    | | | Stock Awards | | | | | Name | Grant Date | Number of Shares or Units of Stock that Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested (1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (2) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (1) | | Eric P. Sills | 12/1/2010 | 5,000(4) | $154,900 | — | — |

  43. Outstanding Equity Awards at Fiscal Year-End for 2024

    44

  44. Outstanding Equity Awards at Fiscal Year-End for 2024

    | | | Stock Awards | | | | | Name | Grant Date | Number of Shares or Units of Stock that Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested (1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (2) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (1) | | Eric P. Sills (continued) | 9/20/2011 | 5,000(4) | $154,900 | — | — | | | 10/9/2012 | 5,000(4) | $154,900 | — | — | | | 10/8/2013 | 5,000(4) | $154,900 | — | — | | | 10/7/2014 | 5,000(4) | $154,900 | — | — | | | 10/13/2015 | 4,000(4) | $123,920 | — | — | | | 9/22/2022 | 2,000(3) | $61,960 | 2,000 | $61,960 | | | 10/25/2023 | 2,000(3) | $61,960 | 2,000 | $61,960 | | | 10/23/2024 | 2,553(3) | $79,092 | 2,553 | $79,092 | | James J. Burke | 9/22/2022 | 2,000(3) | $61,960 | 2,000 | $61,960 | | | 10/25/2023 | 2,000(3) | $61,960 | 2,000 | $61,960 | | | 10/23/2024 | 2,553(3) | $79,092 | 2,553 | $79,092 | | Dale Burks | 12/1/2010 | 2,812(4) | $87,116 | — | — | | | 9/20/2011 | 2,812(4) | $87,116 | — | — | | | 10/9/2012 | 2,812(4) | $87,116 | — | — | | | 10/8/2013 | 2,812(4) | $87,116 | — | — | | | 10/7/2014 | 2,812(4) | $87,116 | — | — | | | 10/13/2015 | 2,250(4) | $69,705 | — | — | | | 10/20/2016 | 2,250(4) | $69,705 | — | — | | | 10/20/2017 | 1,406(4) | $43,558 | — | — | | | 10/11/2018 | 1,125(4) | $34,853 | — | — | | | 9/24/2019 | 1,125(4) | $34,853 | — | — | | | 9/29/2020 | 1,406(4) | $43,558 | — | — | | | 9/21/2021 | 1,406(4) | $43,558 | — | — | | | 9/22/2022 | 1,250(4) | $38,725 | — | — | | | 9/22/2022 | 2,000(3) | $61,960 | 2,000 | $61,960 | | | 10/25/2023 | 1,000(4) | $30,980 | — | | | | 10/25/2023 | 2,000(3) | $61,960 | 2,000 | $61,960 | | | 10/23/2024 | 2,553(4) | $79,092 | | | | | 10/23/2024 | 2,553(3) | $79,092 | 2,553 | $79,092 | | Nathan R. Iles | 9/24/2019 | 2,500(4) | $77,450 | — | — | | | 9/29/2020 | 2,500(4) | $77,450 | — | — | | | 9/21/2021 | 2,500(4) | $77,450 | — | — | | | 9/22/2022 | 2,500(4) | $77,450 | — | — | | | 9/22/2022 | 2,000(3) | $61,960 | 2,000 | $61,960 | | | 10/25/2023 | 2,000(4) | $61,960 | — | — | | | 10/25/2023 | 2,000(3) | $61,960 | 2,000 | $61,960 | | | 10/23/2024 | 2,553(4) | $79,092 | — | — | | | 10/23/2024 | 2,553(3) | $79,092 | 2,553 | $79,092 | | Carmine J. Broccole | 12/1/2010 | 5,000(4) | $154,900 | — | — | | | 9/20/2011 | 5,000(4) | $154,900 | — | — | | | 10/9/2012 | 5,000(4) | $154,900 | — | — | | | 10/8/2013 | 5,000(4) | $154,900 | — | — | | | 10/7/2014 | 5,000(4) | $154,900 | — | — |

  45. Outstanding Equity Awards at Fiscal Year-End for 2024

    45

  46. Outstanding Equity Awards at Fiscal Year-End for 2024

    | | | Stock Awards | | | | | Name | Grant Date | Number of Shares or Units of Stock that Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested (1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (2) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (1) | | Carmine J. Broccole (continued) | 10/13/2015 | 4,000(4) | $123,920 | — | — | | | 10/20/2016 | 4,000(4) | $123,920 | — | — | | | 10/20/2017 | 2,500(4) | $77,450 | — | — | | | 10/11/2018 | 2,000(4) | $61,960 | — | — | | | 9/24/2019 | 2,000(4) | $61,960 | — | — | | | 9/29/2020 | 2,500(4) | $77,450 | — | — | | | 9/21/2021 | 2,500(4) | $77,450 | — | — | | | 9/22/2022 | 2,500(4) | $77,450 | — | — | | | 9/22/2022 | 1,500(3) | $46,470 | 1,500 | $46,470 | | | 10/25/2023 | 2,000(4) | $61,960 | — | — | | | 10/25/2023 | 1,500(3) | $46,470 | 1,500 | $46,470 | | | 10/23/2024 | 2,553(4) | $79,092 | — | — | | | 10/23/2024 | 1,915(3) | $59,327 | 1,915 | $59,327 |

  47. Outstanding Equity Awards at Fiscal Year-End for 2024

    _______________________________________________________ (1)The market value is based on the closing price of the Company’s Common Stock of $30.98 per share as of December 31, 2024. (2)Performance share awards vest on November 9th of the calendar year that includes the third anniversary of the date of grant, provided that certain performance goals have been met at the end of the three-year measuring period. Please refer to “Compensation Discussion and Analysis” above for additional information regarding equity awards granted under our A&R 2016 Omnibus Plan. (3)Standard restricted stock awards vest on November 9th of the calendar year that includes the third anniversary of the date of grant. (4)Long-term retention restricted stock awards vest in increments upon the executive reaching 60 (25% vests), 63 (25% vests) and 65 (balance vests) years of age. The following table provides additional information relating to the vesting of restricted stock and performance shares previously granted to the named executive officers during the year ended December 31, 2024. None of the named executive officers has outstanding options to purchase shares of Company Common Stock.

  48. Stock Vested for 2024

    Stock Vested for 2024

  49. Stock Vested for 2024

    | | Stock Awards | | | Name (1) | Number of Shares Acquired on Vesting | Value Realized on Vesting (2) | | Eric P. Sills | 3,366 | $117,743 | | James J. Burke | 3,366 | $117,743 | | Dale Burks | 4,366 | $152,723 | | Nathan R. Iles | 3,366 | $117,743 | | Carmine J. Broccole | 2,525 | $88,325 |

  50. Stock Vested for 2024

    _______________________________________________________ (1)Eric P. Sills, James J. Burke, Dale Burks, and Nathan R. Iles each acquired 2,000 shares upon the vesting of a standard restricted stock award, and 1,366 shares upon the vesting of a performance share award. In addition, Dale Burks acquired 1,000 shares upon the vesting of a long-term retention restricted stock award. Carmine J. Broccole 46 acquired 1,500 shares upon the vesting of a standard restricted stock award, and 1,025 shares upon the vesting of a performance share award. (2)The market value of the shares acquired by the named executive officers upon the vesting of the standard restricted stock (standard awards and long-term retention awards) and performance share awards is based on the closing price of the Company’s Common Stock of $34.98 per share on November 7, 2024, the vesting date of such stock awards. The following table shows the aggregate earnings and balances for each of our named executive officers under our Supplemental Executive Retirement Plan as of December 31, 2024.

  51. Nonqualified Deferred Compensation for 2024

    Nonqualified Deferred Compensation for 2024

  52. Nonqualified Deferred Compensation for 2024

    | Name | Executive Contributions in Last FY (1) | Registrant Contributions in Last FY (1) | Aggregate Earnings in Last FY (2) | Aggregate Withdrawals/ Distribution | Aggregate Balance at Last FYE | | Eric P. Sills | $67,271 | $75,133 | $202,298 | — | $1,790,586 | | James J. Burke | — | $73,057 | $382,598 | — | $2,857,750 | | Dale Burks | — | $55,211 | $208,048 | — | $1,395,412 | | Nathan R. Iles | $28,650 | $52,091 | $210,485 | — | $1,484,971 | | Carmine J. Broccole | — | $39,533 | $151,678 | — | $1,039,991 |

  53. Nonqualified Deferred Compensation for 2024

    _______________________________________________________ (1)The amounts shown in this column reflect amounts contributed in 2024. (2)Earnings are not above market and therefore are not reportable in the Summary Compensation Table. See “Severance and Change of Control Arrangements—Defined Contribution Plan” below for further information. The following table presents information on our existing equity plans as of December 31, 2024, under which shares of the Company’s Common Stock are authorized for issuance.

  54. Pay Versus Performance

    Pay Versus Performance The following table (“PvP Table”) and related disclosures provide information about (i) the total compensation (“SCT Total”) of our principal executive officer (“PEO”) and our named executive officers other than our PEO (collectively, the “Other NEOs”) as presented in the Summary Compensation Table, beginning on page 41, (ii) the compensation actually paid (“CAP”) to our PEO and Other NEOs, as calculated pursuant to Item 402(v) of Regulation S- K, (iii) certain financial performance measures of the Company for the periods presented, and (iv) the relationship of the CAP to those financial performance measures.

  55. Pay Versus Performance

    | Fiscal Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(1) | Average Summary Compensation Table Total for Non- PEO Named Executive Officers(2) | Average Compensation Actually Paid to Non-PEO Named Executive Officers(2) | Value of Initial Fixed $100 Investment Based On | | Net Income (Dollars in thousands) | Adjusted EPS | | | | | | | Company Total Shareholder Return(3) | Index Total Shareholder Return(3) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2024 | $1,568,037 | $1,241,294 | $1,313,585 | $1,039,643 | $65.89 | $86.10 | $28,476 | $3.33 | | 2023 | 1,156,478 | 1,408,737 | 985,660 | 1,229,380 | 81.80 | 108.43 | 34,352 | 2.98 | | 2022 | 1,447,593 | 763,999 | 1,221,370 | 684,855 | 69.31 | 101.83 | 55,435 | 3.66 | | 2021 | 1,743,163 | 2,270,639 | 1,467,329 | 1,880,164 | 101.61 | 150.65 | 90,954 | 4.54 | | 2020 | 1,638,568 | 1,057,567 | 1,360,632 | 1,000,800 | 76.80 | 123.10 | 57,393 | 3.69 |

  56. Pay Versus Performance

    _______________________________________________________ (1)“PEO” refers to Eric P. Sills for each fiscal year presented (Columns (b) and (c)). (2)“Other NEOs” refers to James J. Burke, Dale Burks, Nathan R. Iles and Carmine J. Broccole for 2024, 2023, 2022 and 2021, and Lawrence I. Sills, James J. Burke, Dale Burks, Nathan R. Iles and Carmine J. Broccole for 2020 (Columns (d) and (e)). With respect to Columns (c) and (e), assumptions made in the valuation of the equity awards added or subtracted in determining the amount of executive compensation actually paid for each of the fiscal years presented did not differ materially from those disclosed in determining the grant date fair value. For a discussion of the valuation assumptions, see Note 14 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. (3)Columns (f) and (g) state the cumulative total shareholder return, assuming the reinvestment of dividends, on the Company’s Common Stock and the S&P 1500 Auto Parts & Equipment Index, respectively, as of the end of each fiscal year presented, calculated based on the value of a $100 investment in the Company’s Common Stock and the index on December 31, 2019. The S&P 1500 Auto Parts & Equipment Index is a combination of automotive parts and equipment companies within the S&P 400, the S&P 500 and the S&P 600. It is the same index used by the Company for purposes of satisfying Item 201 of Regulation S-K. 48

  57. Adjustments to Calculate Compensation Actually Paid to PEO (Column (c)) and Average Compensation Actually

    Adjustments to Calculate Compensation Actually Paid to PEO (Column (c)) and Average Compensation Actually

  58. Relationship Between Compensation Actually Paid and Performance

    Relationship Between Compensation Actually Paid and Performance The following graphs show the relationships between the compensation actually paid (“CAP”) to our PEO and Other NEOs, as calculated pursuant to Item 402(v) of Regulation S-K, and: (i) the Company’s Adjusted EPS (Column (i) of the PvP Table), (ii) the Company’s net income (Column (h) of the PvP Table), and (iii) the cumulative total shareholder return (“TSR”) on the Company’s Common Stock and the S&P 1500 Auto Parts & Equipment Index (Columns (f) and (g) of the PvP Table, respectively). 50

  59. Pay Ratio

    Pay Ratio The median of the annual compensation paid by the Company during fiscal year 2024 to all employees (excluding our Chief Executive Officer) is estimated to be approximately $20,868 (referred to as the “2024 Median Compensation”). The ratio of the 2024 Median Compensation to the annual compensation of Eric P. Sills, our Chairman of the Board, Chief Executive Officer and President, for fiscal year 2024, which is described in the Summary Compensation Table for 2024 above, is estimated to be one to seventy-five. We identified our median employee as of December 31, 2024, using payroll records that reflected total wages and other compensation paid to our employees during fiscal year 2024, as reported to the U.S. Internal Revenue Service on Form W-2 and the equivalent for our non-U.S. employees. Adjustments were made to annualize the compensation of all permanent employees (full-time or part-time) who were employed for less than the full fiscal year, and to convert to U.S. dollars any compensation paid to our employees in currencies other than U.S. dollars using the relevant exchange rate at year-end. In identifying our median employee, we excluded approximately 550 employees of Nissens North America, Inc. and SMP Nissens III ApS and its direct and indirect subsidiaries (collectively, “Nissens”) in accordance with SEC rules, following our completion of the acquisition of Nissens in November 2024. We believe the resulting ratio is a reasonable estimate calculated in a manner consistent with the compensation disclosure rules of the SEC. 51