DEF 14A of Strattec Security Corp
Filed Sep 11, 2025 · FY20250000950170-25-114215
Director Nominees
Director Nominees The following table provides summary information about each of the 6 director nominees, and the committees they serve on.
Director Nominees
| Name and Occupation | Age | Director Since | Independent | Committees | | Matteo Anversa Chief Financial Officer, Logitech International | 54 | 2024 | Yes | • Audit (Chair) • Compensation • Nominating and Corporate Governance | | Tina Chang Chairman of the Board and Chief Executive Officer, SysLogic Inc. | 53 | 2022 | Yes | • Audit • Compensation • Nominating and Corporate Governance (Chair) | | Thomas W. Florsheim, Jr. Chairman of the Board and Chief Executive Officer, The Weyco Group, Inc. | 67 | 2012 | Yes | • Audit • Compensation (Chair) • Nominating and Corporate Governance | | F. Jack Liebau, Jr. Private Investor | 61 | 2023 | Yes | • Audit • Compensation • Nominating and Corporate Governance | | Bruce M. Lisman Private Investor | 78 | 2023 | Yes | • Audit • Compensation • Nominating and Corporate Governance | | Jennifer L. Slater President and Chief Executive Officer, Strattec | 51 | 2024 | No | • None |
DIRECTOR NOMINEES
DIRECTOR NOMINEES
Proposal 1: Election of Directors
Proposal 1: Election of Directors
The Proposal
The Proposal Our Board currently has established the number of directors at six members. The Board has nominated each of the following individuals for election for a one-year term expiring at the annual meeting of shareholders to be held in 2026. Nominees for election at the Annual Meeting:
Board of Directors Recommendation
Board of Directors Recommendation
Board of Directors Recommendation
| | The Board of Directors recommends that shareholders vote FOR the election of the following nominees as directors of Strattec to serve for a one year term expiring at the 2025 Annual Meeting of Shareholders, provided that Proposal 1 is approved by shareholders: Tina Chang, Thomas W. Florsheim, Jr., F. Jack Liebau, Jr., Bruce M. Lisman, Jennifer L. Slater, and Matteo Anversa. |
Board of Directors Recommendation
| | Tina Chang Chairman of the Board and Chief Executive Officer of SysLogic, Inc. Ms. Chang has served as Chairman of the Board and the Chief Executive Officer of SysLogic, Inc., an information systems consulting and services firm since 1996. Ms. Chang is also an owner of several other companies focused on product innovation, social benefits and cybersecurity. Ms. Chang has served on the board of directors of Central States, Inc. since 2019. She has also served as a director of Weyco Group, Inc. (Nasdaq: WEYS) since 2007. Skills and Qualifications • Ms. Chang brings significant expertise in information technology, cybersecurity and business process development, areas that are increasingly important to Strattec's business and risk oversight. She also contributes broad governance and leadership experience from her service on other public and private company boards. | | Independent Age 53 Director Since 2022 Committees • Audit • Compensation • Nominating and Corporate Governance (Chair) | |
Board of Directors Recommendation
| | Thomas W. Florsheim, Jr. Chairman of the Board and Chief Executive Officer of the Weyco Group, Inc. Mr. Florsheim has served as the Chairman of the Board and Chief Executive Officer of Weyco Group, Inc. (NASDAQ: WEYS), a company engaged in the business of the design and distribution of quality and innovative footwear, since 2002. Skills and Qualifications • Mr. Florsheim offers extensive leadership experience as the Chief Executive Officer of a public company, with expertise in mergers and acquisitions, financial oversight, compensation matters and organizational development. His career in consumer goods has given him meaningful experience in manufacturing, marketing and global operations. | | Independent Age 67 Director Since 2012 Committees • Audit • Compensation (Chair) • Nominating and Corporate Governance | |
Board of Directors Recommendation
| | Bruce M. Lisman Private investor Mr. Lisman is a private investor. He serves on the boards of two other public companies — Myers Industries (NYSE: MYE) since 2015 and Associated Capital Group (NYSE: AC) since 2015, and two private companies — National Life Group, a mutual life insurance company, since 2004 and Bank of Burlington since 2022. Mr. Lisman was previously Chairman of JP Morgan’s Global Equity Division (2008-2009), and Head or Co-Head of Bear Stearns Global Equity Division from 1987 to 2008. Skills and Qualifications • Mr. Lisman contributes extensive public company board and committee leadership experience, as well as senior executive expertise in capital markets and investment management. | | Independent Age 78 Director Since 2023 Committees • Audit • Compensation • Nominating and Corporate Governance | |
Board of Directors Recommendation
| | F. Jack Liebau, Jr. Private investor Mr. Liebau is a private investor. Mr. Liebau formerly served as managing director of Beach Investment Counsel, Inc., an investment management company. Mr. Liebau is the former President and CEO of Roundwood Asset Management, a subsidiary managing public equities for Alleghany Corporation’s insurance companies, the former President and Founder, Liebau Asset Management Company and the former Partner and Portfolio Manager for Davis Funds and Primecap Management Company, investment management firms. Mr. Liebau’s current and former directorships include: Board Chair and director of Myers Industries, Inc. (NYSE: MYE) since 2015; director of Motorcar Parts of America, Inc. (Nasdaq:MPAA), a remanufacturer, manufacturer, and distributor of automotive aftermarket parts since 2024; and director of BNY Mellon ETF Trust. Skills and Qualifications • Mr. Liebau brings deep financial, strategic and investment expertise. He has significant corporate governance experience through service on numerous public and private boards across industries, and brings an ability to work effectively with management teams, analyze strategic options and communicate with various constituencies. | | Independent Age 61 Director Since 2023 Committees • Audit • Compensation • Nominating and Corporate Governance | |
Board of Directors Recommendation
| | Jennifer L. Slater President and Chief Executive Officer of Strattec Ms. Slater has served as Strattec's President and Chief Executive Officer since July 1, 2024. Ms. Slater had most recently served as Executive Vice President and General Manager, Performance Sensing, of Sensata Technologies, Inc. (NYSE: ST), a global industrial technology company, since April 2024, after serving as Senior Vice President, Automotive & Aftermarket, beginning April 2023. Ms. Slater also served as the Vice President and General Manager of Sensata’s Heavy Duty and Off-Road business from September 2022 through March 2023. From 2019 to September 2022, Ms. Slater served as Group Vice President and General Manager, Global OE and Products, at Clarios, LLC, a manufacturer and distributor of advanced energy storage solutions for the automotive market. Ms. Slater has served as a director of Valvoline Inc. (NYSE: VVV), an American retail automotive services company since July 2022. Skills and Qualifications • Ms. Slater brings significant leadership experience in the automotive and industrial technology sectors, with expertise in product management, strategy and sales. Her role as CEO of Strattec and service on another public company board strengthen her qualifications. | | Age 51 Director Since 2024 Committees NA | |
Board of Directors Recommendation
| | Matteo Anversa Chief Financial Officer of Logitech International Mr. Anversa has served as the Chief Financial Officer of Logitech International (SIX: LOGN) (Nasdaq: LOGI), a Swiss public company that designs software-enabled hardware solutions since 2024. He previously served as Executive Vice President of Finance, Chief Financial Officer, and Treasurer of Gentherm, Inc. (Nasdaq: THRM), a market leader in thermal and pneumatic comfort in the automotive industry, from January 2019 through August 2024. Mr. Anversa served as a director of Gabelli Value for Italy (VALU), an Italian company listed on AIM Italia, from 2018 to 2020. Skills and Qualifications • Mr. Anversa provides extensive financial expertise, including as a public company executive officer, and brings substantial experience in the automotive industry and global finance. His experience as a director of a foreign exchange listed company also enhances his qualifications. | | Independent Age 54 Director Since 2024 Committees • Audit (Chair) • Compensation • Nominating and Corporate Governance | |
Board of Directors Recommendation
| | Our Board of Directors unanimously recommends voting FOR the election of each of the nominees. |
Board of Directors Recommendation
Director Nominees / Director Nominations and Selection Process
Director Compensation
Director Compensation
Director Summary Compensation Table
| Name | Fees Earned or Paid in Cash | Stock Awards (1) | Non-Equity Incentive Plan Compensation | All Other Compensation | Total | | Bruce Lisman | $63,750 | $137,256 | $— | $— | $201,006 | | Frederic Jack Liebau | $108,750 | $137,256 | $— | $— | $246,006 | | Tina Chang | $75,000 | $137,256 | $— | $— | $212,256 | | Matteo Anversa | $72,421 | $86,426 | $— | $— | $158,847 | | Thomas W. Florsheim | $75,000 | $137,256 | $— | $— | $212,256 |
Compensation Process Overview
Compensation Process Overview Executive Compensation Highlights. Our compensation program is designed to reflect our philosophy that executive compensation should be directly linked to Company performance, with the ultimate goal of increasing long-term shareholder value. Key highlights of our compensation program are as follows: • Fiscal 2025 was a year of significant change for the Company as we transitioned to several new management team members (including our CEO and CFO) and continued our Board refreshment with the retirement of two long-standing directors as well as the addition of a new Board member. • The Compensation Committee and management worked with the Committee’s newly-engaged independent compensation consultant to revise its compensation program to support the new CEO’s strategy and reinforce accountability for achieving our financial commitments in areas which will create long-term value for our shareholders. • The Company changed its short-term incentive program for fiscal 2025 to increase alignment to annual financial results by basing payouts entirely on the achievement of earnings before interest, taxes, depreciation and amortization ("EBITDA") and cash flow goals and eliminating any payout based on individual performance or other subjective factors. • We adopted a new approach to long-term incentives which increased its role in our executive compensation program, enhanced alignment with shareholder interest, provided key executives more opportunities to build ownership, offered a better balance between awards aimed at retaining executives and those focused on rewarding them for achieving long-term financial goals, and secured shareholder support for a new equity plan. This approach was used to determine the CEO’s annual equity awards in fiscal 2025 and will be used for awards for our key executives in fiscal 2026. Short-term incentive goals for fiscal 2025 required $22.9 million of EBITDA and $51.7 million of cash flow from operations for payout at target (100% of an individual's target opportunity). Compensation Discussion and Analysis / Compensation Process Overview Our financial results for fiscal 2025 represented a significant improvement over prior year actual performance as well as our target performance expectations: o Sales increased from $538 million in fiscal 2024 to $565 million in fiscal 2025 (+5%). o EBITDA increased from $34.4 million to $37.5 million (+9.3%), despite the prior year results including $9.7 million of one-time pricing recoveries. This result significantly exceeded our target objective of $22.9 million. o Cash flow from operations also increased year-over-year from $12.2 million to $71.7 million, which also significantly exceeded our target goal of $51.7 million. o These financial results produced short-term incentive payouts for our NEOs and other employees equal to their maximum opportunity (200% of their target opportunity). o Those results helped our stock price increase from just below $25 at the start of fiscal 2025 to more than $62 at the end. This 149% return ranked as the highest in our peer group and at the 95th percentile of the Russell 2000. The Company uses earnings before interest, taxes, depreciation and amortization ("EBITDA") in this Proxy Statement which is a non-GAAP financial measure and is intended to supplement the results provided in accordance with accounting principles generally accepted in the United States. The Company's management uses EBITDA to make strategic decisions, establish budget plans and forecasts, identify trends affecting Strattec's business and evaluate performance. We believe that such information provides an additional measurement of the Company’s performance. Alignment of Compensation to Performance. Our executive compensation program is designed to foster a culture of performance, attract and retain highly experienced executives, and provide balanced incentives for the achievement of near-term and long-term objectives, without encouraging executives to take excessive risks. Key components of our compensation program include base salary, short-term annual cash incentives, long-term equity incentives, other benefits, and limited perquisites. The program is designed to align with our financial and strategic objectives, which are intended to create long-term shareholder value. The key tenets of our business model and near-term focus, include strengthening the Company’s profitability and driving cash flow from operations to continue to transform and invest in the business. We believe these focused efforts will allow us to capitalize on our technical engineering expertise, market leading positions and strong customer relationships to generate innovative solutions and predictable sales growth with new and existing customers. Our compensation program links executive pay with effective execution of the business transformation – driving growth in sales, earnings, cash flow and ultimately, stock price appreciation. Compensation and Governance Practices. The Company’s executive compensation program is also designed to reflect appropriate governance practices aligned with the needs of our business. Below is a summary of compensation practices the Company has adopted that are consistent with those principles, followed by a list of practices the Company does not subscribe to because we do not believe they serve shareholder long-term interests.
Compensation Process Overview
| What We Do | What We Do NOT Do | | Increased At-Risk Pay Elements with 75% of our CEO's target annual compensation at risk and 50% in the form of long-term equity-based incentives that foster alignment with shareholders. Link Pay to Performance with performance goals tied to improving the reliability, profitability and accountability of our operations to create long-term shareholder value, and with annual & long-term incentives based entirely on consolidated financial goals. Independent Compensation Consultant that is directly engaged by the Compensation Committee to advise on executive and director compensation matters. Stock Ownership Guidelines that align our executive officers’ long-term interests with those of our shareholders. Clawback Policy that mandates recoupment of erroneously awarded incentive compensation to executive officers on accounting restatement consistent with Securities and Exchange Commission ("SEC") and Nasdaq requirements. | • No Hedging or Pledging of our Stock. We prohibit our executive officers from engaging in hedging transactions or using our stock as collateral for loans. • No Excise Tax Gross-Ups. We do not provide gross ups on excise taxes in connection with a change in control. • Limited Perquisites. Perquisites and other personal benefits are in line with industry standards. |
Executive Compensation Decision-Making Process
Executive Compensation Decision-Making Process The Role of the Compensation Committee. The Compensation Committee oversees the executive compensation program for our NEOs. The Committee is comprised solely of independent, non-employee directors. The Compensation Committee retains the ability to engage with outside advisors to assist in its efforts and works closely with its independent compensation consultant, outside counsel and management to examine the effectiveness of the Company’s executive compensation program and to ensure that the Committee is meeting the terms of its charter. The Compensation Committee determines the CEO’s compensation, including salary, bonus, incentive, and equity-based compensation, taking into account the goals and objectives of the Company, the performance evaluation of the CEO conducted by the Board in light of those goals and objectives, and the compensation of chief executive officers at comparable companies. The Compensation Committee also makes all final compensation and equity award decisions regarding our other NEOs, taking into account the CEO’s recommendations and evaluations of each officer’s performance, the Company’s overall performance, and comparable compensation paid to similarly situated executives in comparable companies. The Role of Management. Members of our management team regularly attend Compensation Committee meetings to provide background information and additional context on the Company’s strategies, policies and practices; report financial results relating to the achievement of the Company’s financial goals; assist in the development of the Company’s incentive goals; and help in planning each meeting’s agenda and related materials. The CEO also provides the Committee recommendations pertaining to the compensation of the other NEOs and key executives. Only Compensation Committee members can vote on decisions regarding NEO compensation. The Role of the Independent Consultant. In fiscal 2025, the Compensation Committee retained Pay Governance to provide it with market information, analysis and other advice relating to executive compensation. The Compensation Committee engaged Pay Governance to, among other things, assist in: developing an appropriate group of peer companies to use for pay benchmarking; assessing and recommending changes to the pay program for nonemployee directors; structuring the employment offers to new executives (including the CEO and CFO); determining competitive compensation levels (overall and by pay element) for our key executives; reviewing the structure of our incentive plans and proposing appropriate changes; recommending stock ownership guidelines for directors and key executives; and keeping the Company abreast of market trends and developments. The Role of Peer Group Companies. The Compensation Committee strives to set a competitive level of total compensation for each NEO as compared with executive officers in similar positions at peer companies. For purposes of setting fiscal 2025 compensation levels, the Compensation Committee took into account publicly-available data for the group of peer companies listed below along with executive compensation survey data, where appropriate. Selection criteria for determining our compensation peer group focused on U.S.-based publicly-traded companies in similar industries (automotive parts & equipment; construction & heavy transportation equipment; industrial machinery parts & equipment; electronic parts & equipment), comparable revenues (between $100 million and $1 billion or roughly 0.4x to 2x our revenue) and market capitalization (less than 1.5x revenue).
Executive Compensation Decision-Making Process
| Compensation Peer Group | | | | • Allient, Inc. | • Hurco Companies, Inc. | • Motorcar Parts of America, Inc. | | • Commercial Vehicle Group, Inc. | • L.B. Foster Co. | • NN, Inc. | | • Douglas Dynamics | • Manitex International, Inc. | • Powell Industries, Inc. | | • FreightCar America, Inc. | • Mayville Engineering Co. | • Power Solutions International | | • Gorman-Rupp | • Methode Electronics, Inc. | • Stoneridge, Inc. | | • Holley, Inc. | • Miller Industries | • Twin Disc, Inc. | | | | • Vishay Precision Group, Inc. |
Executive Compensation Decision-Making Process
Base Salary. Base salaries are intended to compensate our NEOs based on their roles with the Company. For each NEO, base salaries are reviewed annually subject to adjustments based upon Company financial performance, the individual performance of the particular executive, and the competitiveness of their base salaries relative to market median results. Our Compensation Committee typically establishes base salaries for the new fiscal year for our executive officers at its regular meeting in August of each year. The new base salaries take effect on January 1 of the following year. Salaries for Ms. Slater and Mr. Pauli were established at the time of their hires in July 2024 and November 2024, respectively and were unchanged for the rest of the fiscal year. Mr. Guillot received an annual merit increase of 3% for fiscal 2025. Aggregate base salaries for these officers reasonably approximate market medians, consistent with our approach to fixed compensation. Short-Term Incentive Plan (STIP). The Compensation Committee believes that performance-based annual cash incentives are an effective way to motivate executives and certain other non-executive employees to achieve short-term specific Company financial goals. To reinforce that philosophy, the Company, revised its approach to annual incentives to increase the focus on objective financial results and decrease the role of other factors, which historically had accounted for 50% of an individual’s annual bonus. Participants in our STIP, including our NEOs and substantially all U.S. employees, have an opportunity to earn an annual cash bonus based on achievement of certain performance targets tied to achieving our annual operating budget. Actual annual bonuses paid can range from 0% to 200% of a participant’s target bonus opportunity to the degree actual performance fails to meet or exceeds our target expectations. Target bonus opportunities for our NEOs are intended to reflect market medians for executives in similar roles at companies of comparable size and are capable of producing median cash compensation (salary and bonus) when target goals are achieved. The following table summarizes the fiscal 2025 annual bonus opportunity for named executive officers:
Executive Compensation Decision-Making Process
| | STIP Opportunity | | | | | | | | Percentage of Base Salary | | | Total Opportunity | | | | Named Executive Officer | Minimum | Target | Maximum | Minimum | Target | Maximum | | Jennifer Slater | 0% | 100% | 200% | $- | $650,000 | $1,300,000 | | Matthew Pauli | 0% | 60% | 120% | - | 282,000 | 564,000 | | Rolando Guillot | 0% | 45% | 90% | - | 169,363 | 338,726 |
Executive Compensation Decision-Making Process
For fiscal 2025, 100% of each participant’s annual bonus payout was dependent on the achievement of our consolidated financial goals. This change increased the focus on accomplishment of our shared objectives, underscored the importance of transforming the Company, and supported our new CEO as she implemented a long-term strategy for the Company. STIP payments for fiscal 2025 were based on two equally weighted financial metrics that we consider critical to our long-term strategy to increase value for shareholders: EBITDA and Cash Flow from Operations. The performance targets for each metric were approved by the Compensation Committee and were aligned with our annual operating budget, which takes into account our recent financial results, plans for the coming year, market conditions, and the general economic environment. Performance ranges around target hold management accountable for achieving goals, motivate them to exceed those expectations, reflect the practices of peers and other companies and consider the degree of difficulty of achieving threshold and maximum performance levels. The table below shows the Company’s fiscal 2025 STIP financial targets, actual results and the resulting annual incentive payout percentage (in millions, except percentages):
Executive Compensation Decision-Making Process
| Performance Metric | <Threshold | Threshold | Target | Maximum | FY2025 Result | | EBITDA | $<20.6 | $20.6 | $22.9 | $34.3 | $41.6 | | Cash Flow from Operations | $<38.7 | $38.7 | $51.7 | $64.6 | $71.6 | | Payout % of Target Opportunity | 0% | 50% | 100% | 200% | 200% |
Executive Compensation Decision-Making Process
Based on these results, our annual bonuses for our NEOs for fiscal 2025 were paid at 200% of target. Long-term equity incentive awards. We believe a significant portion of executive compensation should be made in the form of equity awards because of the strong alignment to the value created for shareholders. If the Company’s stock price declines, so does the value of this component of our NEOs’ compensation, and vice versa. The Committee generally approves annual grants of long-term equity incentive awards to our NEOs and other employees on a single date each year (usually in late August following the Compensation Committee’s first regular meeting of each fiscal year after all material financial information is publicly available). While the vast majority of awards to NEOs and other employees have historically been made as part of the Company’s annual grant program, the Committee occasionally makes awards to NEOs or other employees at other times, such as in connection with hiring, promotions, or for retention purposes. This was the case with awards made at the time of hire for our CEO and CFO, which were intended to replace the value of similar equity awards they were forfeiting upon joining the Company from their former employers. The timing of equity award grants to our executive officers is not coordinated in a manner that intentionally benefits our executive officers. The Company does not grant stock options, stock appreciation rights, or similar instruments with option-like features and has no policies or practices to disclose pursuant to Item 402(x)(1) of Regulation S-K. Historically, our annual long-term incentive program relied exclusively on modest grants of restricted stock awards ("RSAs") subject to vesting based entirely on continued services. As part of its review of our pay program, Pay Governance indicated that peers and other companies of our size are more likely to award RSAs in combination with other stock incentives that are subject to vesting based on achievement of long-term financial goals. As a result, we revised our approach to long-term incentives for awards to our CEO in fiscal 2025, which will be extended to other key executives in fiscal 2026. In determining the annual long-term incentives for our CEO in fiscal 2025 (exclusive of one-time awards made at the time of hiring), the Committee considered the median long-term incentive opportunities awarded to CEOs of peer companies, the mix of time and performance-based equity awards, and the CEO’s new appointment to the role. Based on those considerations, one-half (50%) of our CEO’s target long-term incentive opportunities were delivered in RSAs which solely vest with the passage of time, and one-half (50%) were delivered in performance stock units ("PSUs") which will vest based on meeting certain long-term financial performance goals as well as continued service. This mix better reflected the practices of our peers, achieved balance between awards aimed at retaining executives (RSAs) and those intended to motivate them to achieve long-term results (PSUs) and also supported a performance-orientated culture. In contrast, awards granted to Mr. Guillot in fiscal 2025 continued to reflect our historical approach to equity awards and were similar in value to the RSAs he received in fiscal 2024. Awards made to Mr. Pauli were all associated with his employment offer. Ms. Slater’s annual equity awards were as follows: • RSA: 50% of target opportunity or $650,000 (16,878 RSAs) • PSU: 50% of target opportunity or $650,000 (16,878 PSUs) Restricted Stock. RSAs vest in one-third increments on each of the three anniversaries following the grant date, subject to continued service through the vesting date. The actual number of RSAs granted to participants are determined by dividing the target value by the average closing price of our stock over the 20 trading days immediately preceding the grant date. The amount ultimately earned with respect to RSAs will be a result of the performance of the Company’s stock price. Performance Stock Units. PSUs have a three-year performance period, with vesting based on achievement of financial targets as well as the executive’s continued service through the end of the period. If the performance goals are met at the end of the performance period, PSUs are settled in an equivalent number of shares of our common stock. The amount ultimately earned for PSUs will be a result of the performance of the Company’s stock price, as well as the Company’s performance against pre-established financial goals for the three-year performance period. A new three-year performance cycle starts annually with grants made in the first quarter of each fiscal year. The financial metrics and performance goals to earn threshold, target and maximum awards also are determined by the Compensation Committee at the start of each cycle considering our historical performance, peer benchmarking, Company annual operating plan (as approved by the Board of Directors), the state of the automotive industry and other external economic factors. Performance Stock Units FY25-27 Cycle. The potential vesting for the PSUs granted in fiscal 2025 is based on the Company’s achievement of performance goals for EBITDA margin (percentage) over a three-year period ending June 27, 2027. In this manner, the fiscal 2025-27 PSU cycle balances the focus of the annual bonus, which focuses on the dollars of EBITDA as opposed to EBITDA margin which assesses how well we convert a dollar of revenue into profits which we believe is a key factor impacting the value of our common stock. At the start of the cycle, the Committee approved an EBITDA margin target for the first year of the cycle (fiscal 2025) based on the Company’s annual operating plan. In addition, the Committee approved annual levels of margin improvement that would be applied to the prior year’s results to determine the performance targets for the two subsequent years (2026 based on actual results for 2025 and 2027 based on actual results for 2026). The target rates of improvement are 100 basis points over the prior year’s result for each of the final two years of the cycle (2026 and 2027). Average achievement of each year’s target results determines the final vesting of the PSUs which can range from 50% (threshold) to 200% (maximum) of target, predicated on achieving 80% to 120% of the target EBITDA margin. The following table summarizes threshold, target and maximum share opportunities for the PSUs granted to our NEOs in fiscal 2025:
Executive Compensation Decision-Making Process
| | 2025 PSU Grant | | | | Named Executive Officer | Threshold | Target | Maximum | | Jennifer Slater | 8,439 | 16,878 | 33,756 |
Executive Compensation Decision-Making Process
During fiscal 2025, the Company achieved an actual EBITDA margin of 6.6%, which results in above target performance in the first year of the three-year performance cycle for PSU awards granted in fiscal 2025. Based on these results, the target EBITDA margin for year two of the fiscal 2025-27 PSU cycle will equal 7.6% (EBITDA margin of 6.6% in fiscal 2025 plus 100 basis points of improvement). Other Awards. Both Ms. Slater & Mr. Pauli received one-time equity awards associated with their joining the Company and enabling us to secure the services of two leaders who have already produced benefits to shareholders. These awards were intended to “make them whole” with similar types of awards they were forfeiting from their former employers. These awards and the factors that lead to them need to be considered when determining their regular, target compensation opportunities. Excluding the sign-on awards described below, Ms. Slater's target compensation opportunity for fiscal 2025 was as follows:
Executive Compensation Decision-Making Process
| Base salary | $650,000 | | Annual STIP target | $650,000 | | RSAs (3-year pro rata vesting) | $650,000 | | PSUs (3-year performance vesting) | $650,000 | | Total target compensation | $2,600,000 |
Executive Compensation Decision-Making Process
Ms. Slater received the following sign-on awards: • Cash sign-on bonus of $550,000 • Cash retention bonus of $300,000 payable in two equal installments on the first two anniversaries of her hiring, and • Sign-on equity awards equal in value to $1,000,000 which vest in three equal installments on each of the first three anniversaries of her hire date, beginning on July 1, 2025 The valuation of Ms. Slater’s onboarding RSAs was based on the average closing price of our stock over the twenty business days immediately preceding Ms. Slater’s hire date of July 1, 2024, the preferred grant date for her onboarding award. However, Ms. Slater’s award could not be fulfilled under the Company’s prior stock incentive plan, and had to be deferred until the Board adopted, and our shareholders approved, a new stock incentive plan. Promptly following approval of our new stock incentive plan at our annual meeting of shareholders held on October 23, 2024, Ms. Slater was granted 37,854 RSAs based on the foregoing valuation. These awards replaced most but not the full value in cash bonuses, unvested restricted shares, and unvested or unearned performance shares she was highly likely to receive if she had remained employed by her former company. Based on these factors, the Committee believed the structure of these awards was reasonable. Mr. Pauli received a sign-on equity award of $200,000 that will vest in three equal installments on each of the first three anniversaries of his hire date beginning on November 13, 2025. The valuation of Mr. Pauli’s onboarding RSAs was based on the average closing price of our stock over the twenty business days immediately preceding his hire date of November 13, 2024, resulting in an award of 5,191 RSAs. This was Mr. Pauli’s only equity award in fiscal 2025 and was intended to make-up for benefits he was forfeiting from his former employer. Finally, the Committee provided a cash retention award to Mr. Guillot equal to 30% of his salary ($108,000) intended to retain his services through the first half of fiscal 2025 to assist in an orderly and successful transition of our new CEO as well as with other members of the new executive management team. With the completion of these services, Mr. Guillot has announced his intent to retire from the Company effective September 30, 2025, after 35 years of dedicated service. Retirement and Other Benefits. The Company also provides additional benefit programs to its employees, including NEOs, to attract and retain them as well as to provide a competitive total compensation program. Our NEOs participate in other benefit plans generally available to all employees on the same terms as similarly situated employees, including participation in medical, health, including health savings accounts, dental, disability, life insurance and 401(k) plans. The Company match in our 401(k) plan is 100% on the first 5% of an employee’s annual wages, up to the federal limit. In addition, our NEOs each receive at least two times their annual base salary, up to $500,000, of group term life insurance coverage and participate in a supplemental executive retirement plan ("SERP"). Under the SERP, which has a five year vesting schedule, participant accounts are credited with 8% of base salary and cash bonus each December 31, plus accrued interest at 120% of the long-term applicable Federal Rate published by the Internal Revenue Service. A lump-sum benefit is the only distribution option available under the SERP. Tax Deductibility. Section 162(m) of the Internal Revenue Code generally places an annual limit of $1 million on the amount of compensation paid to certain “covered employees” (which include our named executive officers) that may be deducted by the Company. The Compensation Committee believes that shareholder interests are best served if it retains discretion and flexibility in awarding executive compensation. Even though some compensation awards may result in non-deductible compensation expenses, the Compensation Committee intends to maintain strong pay-for-performance alignment of executive compensation arrangements.
Summary Compensation Table
Summary Compensation Table The following table provides information for fiscal 2025 and 2024 concerning the compensation paid by us to each person who served as our principal executive officer during fiscal 2025 and our two other most highly compensated executive officers based on their total compensation in fiscal 2025.
Summary Compensation Table
| Name and Principal Position | Fiscal Year | Salary (1) | Bonus (2) | Stock Awards (3) | Non-Equity Incentive Plan Compensation (4) | All Other Compensation (5) | Total | | Jennifer Slater | 2025 | $650,000 | $550,000 | $2,804,248 | $1,300,000 | $47,818 | $5,352,066 | | President & Chief Executive Officer | | | | | | | | | Matthew Pauli | 2025 | $299,173 | $— | $212,520 | $564,000 | $6,738 | $1,082,431 | | Senior Vice President & Chief Financial Officer | | | | | | | | | Rolando Guillot | 2025 | $376,362 | $108,000 | $202,952 | $338,726 | $19,178 | $1,045,218 | | Senior Vice President & Chief Operating Officer | 2024 | $468,000 | $— | $76,452 | $227,448 | $23,363 | $795,263 |
Summary Compensation Table
Explanatory Notes for Summary Compensation Table: (1) Amount represents annual salary paid in the fiscal year. Mr Pauli's salary represents amounts paid since his hire date in November 2024. His annual base salary was $470,000 for fiscal year 2025. Mr. Guillot served as our Interim President and Chief Executive Officer from January 1, 2024 through June 30, 2024 and received a monthly stipend of $18,000 in addition to his base salary during that period. (2) Amount represents an employment sign-on cash bonus for Ms. Slater, who joined the Company in July 2024 and a retention bonus for Mr. Guillot associated with executive transitions. (3) The amounts reported in this column represent the aggregate grant date fair value of RSAs and PSUs granted in fiscal 2025, as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. These amounts reflect the accounting cost that will be incurred by the Company over the requisite service period beginning at the date of grant and do not represent the actual economic value that may be realized by the NEO. For information on the assumptions used to calculate the grant date fair value of awards, please see the notes to our consolidated financial statements included in our Annual Report on Form 10-K for the year-ended June 29, 2025. Stock awards for Ms. Slater and Mr. Pauli include $1,482,363 and $212,520, respectively, which represent new hire sign-on awards. (4) Non-Equity Incentive Plan Compensation amounts represent annual incentive bonuses earned during the fiscal year but paid in August of the following year. (5) All other compensation includes the following:
Summary Compensation Table
| Name | Year | 401(k) Match | Life Insurance | Perquisites | Total | | Jennifer Slater | 2025 | $28,438 | $1,380 | $18,000 | $47,818 | | Matthew Pauli | 2025 | 5,875 | 863 | $— | 6,738 | | Rolando Guillot | 2025 | 17,798 | 1,380 | $— | 19,178 | | | 2024 | 21,983 | 1,380 | $— | 23,363 |
Summary Compensation Table
Compensation Discussion and Analysis / Outstanding Equity Awards at Fiscal Year End
Outstanding Equity Awards at Fiscal Year End
Outstanding Equity Awards at Fiscal Year End The following table sets forth information on unvested restricted stock awards and performance share units held by the named executive officers as of our fiscal year ending June 29, 2025.
Outstanding Equity Awards at Fiscal Year End
| | Stock Awards | | | | | | Name | Grant Date | RSA: Number of Shares or Units of Stock That Have Not Vested (#) | RSA: Market Value of Shares or Units of Stock That Have Not Vested ($) (1) | PSU: Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | PSU: Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (2) | | Jennifer Slater | 10/25/2024 | 16,878 | $1,029,896 | 33,756 | $2,059,791(6) | | | 10/25/2024 | 37,854 | 2,309,851(3) | | | | Matthew Pauli | 11/13/2024 | 5,191 | 316,755(4) | — | — | | Rolando Guillot | 8/22/2022 | 1,150 | 70,173(5) | — | — | | | 8/23/2023 | 2,300 | 140,346(5) | | | | | 8/20/2024 | 3,450 | 210,519(5) | | |
Outstanding Equity Awards at Fiscal Year End
(1) Market value of restricted stock awards equals the closing market price of our common stock on June 27, 2025, the last trading day prior to our fiscal year end of June 29, 2025, of $61.02, multiplied by the number of shares of restricted stock. (2) Market value of performance share units equals the closing market price of our common stock on June 27, 2025, the last trading day prior to our fiscal year end of June 29, 2025, of $61.02, multiplied by the maximum number of performance share units that have not vested. (3) The shares of restricted stock were granted on October 25, 2024 and represent Ms. Slater's new-hire awards. In aggregate, the shares vest one-third each year over a three year period on the anniversary date of Ms. Slater's hiring (July 1). (4) The shares of restricted stock were granted on November 13, 2024 and represent Mr. Pauli's new-hire awards. The shares vest one-third each year over a three year period on the anniversary date of the grant date. (5) The shares of restricted stock vest one-third each year over a three year period on the anniversary date of the grant date. (6) The performance share units were granted on October 25, 2024 and vest at the end of fiscal year 2027, subject to applicable performance conditions.
Potential Payments Upon Termination or Change of Control
Potential Payments Upon Termination or Change of Control The Company has entered into employment agreements with Ms. Slater and Mr. Pauli, and an employment agreement and change of control agreement with Mr. Guillot, that provided for severance benefits following certain terminations of employment, including in connection with a change of control (as defined in the respective employment agreements or change of control agreement).
Severance Benefits upon Certain Terminations, Including in Connection with a Change in Control
Severance Benefits upon Certain Terminations, Including in Connection with a Change in Control The following table summarizes benefits available to our NEOs under their respective agreements if certain terminations of employment had occurred in fiscal 2025.
Severance Benefits upon Certain Terminations, Including in Connection with a Change in Control
| Triggering Event | Benefit | Jennifer Slater | Matthew Pauli | Rolando Guillot | | Termination by reason of retirement(1) | Cash Payment | Not applicable | Not applicable | Base salary earned but unpaid | | | LTI Awards | Not applicable | Not applicable | Discretionary full vesting of outstanding unvested restricted stock awards | | | Certain Benefits and Perquisites | Not applicable | Not applicable | Amounts payable under any employee benefit plan of the Company in accordance with the terms of such plan | | Termination by reason of death or disability | Cash Payment | Base salary earned but unpaid plus any prior year annual bonus accrued but unpaid, paid in a lump sum within 30 days | Base salary earned but unpaid and any prior year annual bonus accrued and unpaid, paid in a lump sum within 30 days | Base salary earned but unpaid plus continuation of base salary for six months | | | LTI Awards | Outstanding unvested restricted stock awards fully vest and performance stock unit awards vest at target performance | Outstanding unvested restricted stock awards fully vest and performance stock unit awards, if any, vest at target performance | Outstanding unvested restricted stock awards fully vest | | | Certain Benefits and Perquisites | Amounts payable under any employee benefit plan of the Company in accordance with the terms of such plan | Amounts payable under any employee benefit plan of the Company in accordance with the terms of such plan | Amounts payable under any employee benefit plan in accordance with the terms of such plan | | Termination without cause or resignation for good reason | Severance Payment | Base salary earned but unpaid and any prior year bonus accrued but unpaid, plus amount equal to any unpaid portion of initial retention bonuses, a pro rata portion of current year actual bonus (if termination occurs on or after January 1), one year’s base salary, and average of prior two year’s bonuses (or target current year bonus if tenure is less than two years), paid in lump sum within 60 days | Base salary earned but unpaid and any prior year bonus accrued but unpaid, plus amount equal to one year’s base salary, paid in lump sum within 60 days | Base salary earned but unpaid and any prior year bonus accrued but unpaid, plus continuation of base salary for 12 months | | | LTI Awards | Outstanding unvested restricted stock awards fully vest and unvested performance stock unit awards fully vest at target performance | Outstanding unvested restricted stock awards fully vest and unvested performance stock unit awards, if any, fully vest at target performance | Outstanding unvested restricted stock awards are forfeited |
Severance Benefits upon Certain Terminations, Including in Connection with a Change in Control
| | Certain Benefits and Perquisites | Reimbursement of COBRA premiums for continuation of coverage under medical, dental and vision plans for 12 months | Reimbursement of COBRA premiums for continuation of coverage under medical, dental and vision plans for 12 months or until eligible for coverage with new employer | Health and dental coverage for one year | | Termination without cause or resignation for good reason in connection with a change in control | Severance Payment | Any prior year bonus accrued but unpaid, plus amount equal to any unpaid portion of initial retention bonuses, a pro rata portion of current year bonus at target, two times the sum of (A) current base salary, and (B) average of prior two year’s bonuses (or target current year bonus if tenure is less than two years), paid in lump sum within 60 days | Any prior year bonus accrued but unpaid, plus an amount equal to 1.5 times the sum of (A) current base salary, and (B) average of prior two year’s bonuses (or target current year bonus if tenure is less than two years), paid in lump sum within 60 days | Any prior year bonus accrued but unpaid, plus an amount equal to (A) two times current annual base salary, plus (B) the prior ten year average annual bonus, paid in a lump sum within 30 days | | | LTI Awards | Outstanding unvested restricted stock awards fully vest and unvested performance stock unit awards fully vest at target performance | Outstanding unvested restricted stock awards fully vest and unvested performance stock unit awards, if any, fully vest at target performance | Outstanding unvested restricted stock awards fully vest (regardless of termination) | | | Certain Benefits and Perquisites | Reimbursement of COBRA premiums for continuation of coverage under medical, dental and vision plans for 24 months | Reimbursement of COBRA premiums for continuation of coverage under medical, dental and vision plans for 18 months, and up to $10,000 for one year of outplacement services | Health and dental coverage for two years or until re-employed and outplacement services | | Termination with cause or resignation without good reason | Other Terms | Compensation earned but unpaid | Compensation earned but unpaid | Compensation earned but unpaid |
Severance Benefits upon Certain Terminations, Including in Connection with a Change in Control
Mr. Guillot was the only NEO eligible for retirement during fiscal year 2025.
Pay Versus Performance Disclosure
Pay Versus Performance Disclosure As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Rule 402(v) of Regulation S-K, we are providing the following information regarding the relationship between executive compensation actually paid ("CAP") to our principal executive officer ("PEO") and our non-PEO named executive officers ("Non-PEO NEOs") and certain financial performance of the Company. Amounts included as CAP do not represent the value of cash compensation and equity awards actually received by our PEO and Non-PEO NEOs but instead are amounts calculated pursuant to Commission rules and which result in adjustments to the amounts reported above in the summary compensation table. For further information concerning the Company's pay-for-performance philosophy and how we seek to align executive compensation with performance, refer to “Executive Compensation.” Our Compensation Committee did not consider the following Pay Versus Performance analysis and disclosures in making compensation decisions with respect to any fiscal year shown below.
Pay Versus Performance Table
Pay Versus Performance Table
Pay Versus Performance Table
| Fiscal Year | Summary Compensation Table Total for the First PEO (1) | Compensation Actually Paid to First PEO ($) (2) (3) | Summary Compensation Table Total for the Second PEO (1) | Compensation Actually Paid to Second PEO ($) (2) (3) | Average Summary Compensation Total for Non- PEO NEOs(1) (4) | Average Compensation Actually Paid to Non-PEO NEOs (3) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return (TSR) (5) | Net (Loss) Income (6) | | 2025 | $5,352,066 | $7,071,945 | $— | $— | $1,063,825 | $1,204,957 | $184.91 | $18,685,000 | | 2024 | $737,445 | $805,641 | $795,876 | $839,093 | $585,006 | $625,550 | $75.76 | $16,313,000 | | 2023 | $803,267 | $664,603 | $— | $— | $635,177 | $556,471 | $54.97 | $(6,670,000) |
Pay Versus Performance Table
(1) The dollar amounts reported in this column are the total compensation reported in the “Total” column of the Summary Compensation Table for the 2025, 2024 and 2023 fiscal years for the persons serving as PEO and Non-PEO NEOs for such applicable year. The individuals included as our PEO and Non-PEO NEOs for each applicable fiscal year are set forth in the following table (note that during fiscal year 2024, Mr. Krejci served as our PEO for six months until his retirement on December 31, 2023 and Mr. Guillot served as our interim PEO for six months from January 1, 2024 through June 30, 2024 so the information provided for our PEO for fiscal year 2024 is based on their pro rated amounts reported.
Pay Versus Performance Table
| Fiscal Year | First PEO | Second PEO | Non-PEO Named Executive Officers | | 2025 | Jennifer Slater | N/A | Matthew Pauli, Rolando Guillot | | 2024 | Frank Krejci | Rolando Guillot | Richard Messina, Al-Waleed Hamdan | | 2023 | Frank Krejci | N/A | Patrick Hansen, Rolando Guillot, Richard Messina |
Pay Versus Performance Table
The dollar amounts reported in this column represent the amount of compensation actually paid for our PEO as computed in accordance with Item 402(v) of Regulation S-K. Compensation Discussion and Analysis / Pay Versus Performance Table The following table provides the adjustments to the Summary Compensation Table “Total” compensation column to determine our PEO's compensation actually paid and our Non-PEO NEOs average compensation actually paid:
Pay Versus Performance Table
| | 2025 | | 2024 | | | 2023 | | | | First PEO ($) | Average for Non-PEO NEOs ($) | First PEO ($) | Second PEO ($) | Average for Non-PEO NEOs ($) | First PEO ($) | Average for Non-PEO NEO ($) | | Summary Compensation Table Total: | $5,352,066 | $1,063,825 | $737,445 | $795,876 | $585,006 | $803,267 | $635,177 | | Adjustments: | | | | | | | | | Deduction for Amounts Reported in the “Stock Awards” Column in the Summary Compensation Table: | $(2,804,248) | $(207,736) | $(113,016) | $(76,452) | $(69,804) | $(154,734) | $(62,197) | | Increase for fair value of awards granted during the covered fiscal year that vested during the covered fiscal year: | — | — | $129,234 | — | — | — | — | | Increase for fair value of awards granted during the covered fiscal year that remain outstanding and unvested as of the covered fiscal year end: | $4,524,127 | $263,637 | — | $86,250 | $78,750 | $92,514 | $38,094 | | Increase (deduction) for year-over-year change in fair value at covered fiscal year end of awards granted in any prior fiscal year that were outstanding and unvested at the covered fiscal year end: | — | $62,135 | — | $23,324 | $19,208 | $(75,786) | $(44,580) | | Increase (deduction) for change in vesting date fair value of awards granted during the prior fiscal years that vested during the covered fiscal year compared to fair value of awards of prior fiscal year end: | — | $23,096 | $51,978 | $10,095 | $12,390 | $(658) | $(10,023) | | Total Adjustments: | $1,719,879 | $141,132 | $68,196 | $43,217 | $40,544 | $(138,664) | $(78,706) | | Compensation Actually Paid: | $7,071,945 | $1,204,957 | $805,641 | $839,093 | $625,550 | $664,603 | $556,471 |
Pay Versus Performance Table
(4) The dollar amounts reported in this column represent the average of the amounts reported for our Non-PEO named executive officers as a group in the “Total” column of the Summary Compensation Table in each applicable year. (5) The amounts reported in this column reflect our cumulative TSR, assuming an initial fixed $100 investment in our Common Stock starting July 1, 2022 through the end of each listed fiscal year. Cumulative TSR is calculated by dividing the sum of cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between our stock price at the end and the beginning of the measurement period by our stock price at the beginning of the measurement period. No dividends were paid on our Common Stock during fiscal 2025, 2024, or 2023. (6) The dollar amounts reported represent the amount of net (loss) income attributable to Strattec’s shareholders as reflected in our consolidated financial statements for each applicable year.
Relationship Between Compensation Actually Paid and Performance Measures
Relationship Between Compensation Actually Paid and Performance Measures As described above under “Compensation Discussion and Analysis,” Strattec generally seeks to (1) provide strong financial incentives, at reasonable cost, for positive financial performance and enhanced value of our shareholders’ investment and (2) use cash bonus plans to recognize positive short-term performance and equity based plans to support the long-term needs and goals of Strattec and our shareholders. We, therefore, do not specifically align our performance measures with “compensation actually paid” as determined under Item 402(v) of Regulation S-K for a particular fiscal year. Nonetheless, in accordance with such rule we are providing the following descriptions of the relationships between information presented in the above Pay Versus Performance Table. Compensation Discussion and Analysis / Relationship Between Compensation Actually Paid and Performance Measures The following charts illustrate how “compensation actually paid” as determined under Item 402(v) of Regulation S-K to our PEO and the average “compensation actually paid” to our non-PEO NEOs aligns with our financial performance as measured by our TSR and our net income (loss) for the past three fiscal years: Compensation Actually Paid and Net (Loss) Income: Compensation Actually Paid and Cumulative TSR: All information provided above under the “Pay Versus Performance Disclosure” heading will not be deemed to be incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.