DEF 14A of Stoneridge Inc, Apr 9, 2026

DEF 14A of Stoneridge Inc

Filed Apr 9, 2026 · FY20250001043337-26-000038

Open on EDGAR

  1. Director Nominees

    Director Nominees Below is a summary of the director nominees, who are elected for one-year terms. Additional information about each director nominee and his or her qualifications may be found beginning on page 5.

  2. Director Nominees

    | | | | | Committee Memberships | | | | | | Name | Age | Director Since | Primary Occupation | Independent | AC | CC | NCGC | CEC | | Natalia Noblet | 49 | 2026 | President and CEO of Stoneridge, Inc. | | | | | | | Aaron R. English | 43 | 2026 | Founder and Principal of 22NW, L.P. | ✔ | | | | | | Ira C. Kaplan | 72 | 2009 | Executive Chairman of Benesch, Friedlander, Coplan & Aronoff LLP | ✔ | | ✔ | ✔ | ✔ | | Kim Korth | 71 | 2006 | President and CEO of 6th Avenue Group | ✔ | | C | ✔ | | | William M. Lasky | 78 | 2004 | Retired, Former President and CEO and Board Chair of Accuride Corporation and Former President and CEO and Board Chair of JLG Industries, Inc. | ✔* | ✔ | ✔ | C | | | Carsten J. Reinhardt | 58 | 2023 | Self-employed business consultant | ✔ | ✔ | | ✔ | | | Sheila Rutt | 57 | 2023 | Chief Human Resources Officer of Hexion Inc. | ✔ | | ✔ | | C | | Frank S. Sklarsky | 69 | 2021 | Retired, Former Executive Vice President and Chief Financial Officer of PPG Industries, Inc. | ✔ | C | | | ✔ | | James Zizelman | 65 | 2023 | Strategic Advisor of Stoneridge, Inc. | | | | | |

  3. Director Nominees

    | AC | Audit Committee | CEC | Compliance and Ethics Committee | | CC | Compensation Committee | C | Committee Chairperson | | NCGC | Nominating and Corporate Governance Committee | * | Lead Independent Director |

  4. PROPOSAL ONE: ELECTION OF DIRECTORS

    PROPOSAL ONE: ELECTION OF DIRECTORS In accordance with the Company’s Amended and Restated Code of Regulations, the number of directors is currently fixed at nine. At the Annual Meeting, shareholders will elect nine directors to hold office until our next Annual Meeting of Shareholders and until their successors are elected and qualified. The Board proposes that the nine nominees listed below be elected to the Board. At the Annual Meeting, the common shares represented by proxies, unless otherwise specified, will be voted “For” the election of the nine nominees named below. Directors are elected by a plurality of the votes cast at the Annual Meeting. Plurality means that the nominees who receive the most votes cast “For” their election are elected as directors. Votes withheld and broker non-votes will not affect the election of directors. Broker non-votes will be counted as “Present” for purposes of determining whether a quorum has been achieved at the Annual Meeting, but will not be counted as “For” or “Withheld” from any nominee. The maximum number of nominees to be elected is nine and the proxies cannot be voted for a greater number of persons than the number of nominees named.

  5. Nominees to Serve for a One-Year Term Expiring in 2027

    Nominees to Serve for a One-Year Term Expiring in 2027

  6. Nominees to Serve for a One-Year Term Expiring in 2027

    | Aron R. English | Mr. English, 43, has served as director since 2026. He is the founder and has served as the Portfolio Manager of 22NW, LP, a Seattle-based value fund specializing in small and microcap investments with a multi-year investment horizon, since 2014. Previously, Mr. English served as the director of research at Meson Capital Partners LLC, an investment firm, in 2014. Prior to that, he served as director of research at RBF Capital, LLC, a provider of wealth management and financial services, from 2010 until 2013, after initially serving as a research analyst at the firm from 2008 to 2010. Mr. English served as a research assistant at McAdams Wright Ragen Inc., an investment firm, from 2006 until 2008. Mr. English has served on the board of directors of Anebulo Pharmaceuticals, Inc., a clinical-stage biopharmaceutical company developing novel solutions for people suffering from acute cannabinoid intoxication and substance addiction, since 2020. Mr. English served on the board of directors of DIRTT Environmental Solutions Ltd., a technology-driven interior construction company, from April 2022 until July 2025. Mr. English is a CFA charterholder and earned his B.A. in English Literature with Honors from the University of Washington. The Company believes Mr. English should serve as a director because he brings more than 20 years of experience as an investment professional with deep expertise in capital markets, financial analysis, and long-term value creation which strengthen the Board’s collective qualifications, skills and experience. | | Ira C. Kaplan | Mr. Kaplan, 72, has served as a director since 2009. Since January 2015 he has served as the Executive Chairman of Benesch, Friedlander, Coplan & Aronoff LLP, a national law firm, and served as the Managing Partner from 2008 until 2014. He is a member of the firm’s Executive Committee and has been a partner with the firm since 1987. Mr. Kaplan focuses his practice on mergers and acquisitions as well as public and private debt and equity financings. Mr. Kaplan counsels clients in governance and business matters in his role at the law firm. In addition to his legal and management experience described above, the Company believes that Mr. Kaplan should serve as a director because he brings thoughtful analysis, sound judgment and insight on best practices to the Board, in addition to his professional experiences, which strengthen the Board’s collective qualifications, skills and experience. |

  7. Nominees to Serve for a One-Year Term Expiring in 2027

    | Kim Korth | Ms. Korth, 71, has served as a director since 2006. Since July 2022, Ms. Korth has served as the Chief Executive Officer of Engauge Workforce Solutions LLC, a staffing and contract manufacturing firm. Since June 2017, Ms. Korth has served as the President and Chief Executive Officer of 6th Avenue Group, a firm focused on improving the sustainability and adaptability of small to medium manufacturing and distribution firms. Prior to that, from December 2012 until May 2017, Ms. Korth was the President and Chief Executive Officer and a director of Techniplas LLC, a privately held international group of plastics-focused manufacturing businesses. Prior to that, she served as President, Chief Executive Officer and as a director of Supreme Corporation, a manufacturer of truck and van bodies, from 2011 to 2012. Ms. Korth was the founder and owner of IRN Inc. from 1983 to 2014, a well-known firm focused on automotive supplier strategy issues. Ms. Korth has also served on a variety of corporate boards (5 public companies and 12 private companies) over the course of her career, including Burke E. Porter Machinery Company, Shape Corp., Unique Fabricating, Autocam, and Unwired Technology. Ms. Korth currently serves on the Boards of Engauge Workforce Solutions LLC and she is Vice Chair of Garyline Inc.’s Board of Directors. Ms. Korth has several decades of experience in corporate governance issues, organizational design, and development of strategies for growth and improved financial performance for automotive suppliers. In addition to the knowledge and experience described above, the Company believes that Ms. Korth should serve as a director because she provides insight on industry trends and expectations to the Board, which strengthens the Board’s collective qualifications, skills and experience. | | William M. Lasky | Mr. Lasky, 78, has served as a director since 2004. Mr. Lasky served as President and Chief Executive Officer of Accuride Corporation (“Accuride”), a manufacturer and supplier of commercial vehicle components, from 2008 until his retirement in 2011. He served as the Chairman of the Board of Accuride from 2009 to 2012. Mr. Lasky served as President and Chief Executive Officer of JLG Industries, Inc., a diversified construction and industrial equipment manufacturer, from 1999 through 2006 and served as Chairman of the Board from 2001 through 2006. Mr. Lasky has served on the Board of Directors of NUARI since 2019. NUARI is a federally chartered 501(c)(3) non-profit that serves the national public interest through the interdisciplinary study of critical national security issues including rapid research, development, and education in cybersecurity, defense technologies, and information advantage. From 2011 through 2016, Mr. Lasky also served as a director of Affinia Group, Inc., a designer, manufacturer and distributor of industrial grade replacement parts and services for automotive and heavy-duty vehicles. In addition to his professional experience described above, the Company believes that Mr. Lasky should serve as a director because he provides in-depth industry knowledge, business acumen and leadership to the Board, which strengthen the Board’s collective qualifications, skills and experience. |

  8. Nominees to Serve for a One-Year Term Expiring in 2027

    | Natalia Noblet | Ms. Noblet, 49, is the President and Chief Executive Officer (“CEO”) of the Company and has served in this role since April 2026. Prior to that, Ms. Noblet served as President of the Electronics Division since September 2024. Previously, Ms. Noblet served as the senior vice president EMEA region within ZF’s Commercial Vehicle Solutions division. In this capacity, she led profit & loss for the region, including strategy, planning, sales, procurement, and manufacturing. Prior to this, Ms. Noblet spent nearly two decades at WABCO, where she held progressively challenging roles across operations, sourcing and purchasing, project management, quality, Six Sigma Lean, and change management. Following WABCO’s acquisition by ZF in 2020, Ms. Noblet seamlessly transitioned into leadership positions within ZF, focusing on integration, quality assurance and profit & loss ownership. Ms. Noblet holds a master’s degree in international economic relations and a doctorate degree in economics and management science with a concentration in supply chain management, both from Wroclaw University of Economics and Business in Poland. She is a certified Six Sigma Master Black Belt. The Company believes Ms. Noblet should serve as a director based on her extensive operational and leadership experience in the global commercial vehicle and automotive technology industries. Ms. Noblet's deep industry expertise, her proven track record of operational leadership in global technology-driven businesses, and her thorough understanding of Stoneridge's products and markets strengthen the Board’s collective qualifications, skills and experience. |

  9. Nominees to Serve for a One-Year Term Expiring in 2027

    | Carsten J. Reinhardt | Mr. Reinhardt, 58, was elected to the Board of Directors in February 2023. Mr. Reinhardt currently provides independent business consulting services that support enterprise strategy, operations improvement, sales growth, product management, human capital development, and mergers and acquisitions to various public and private companies in Europe and North America. From 2012 to 2016, Mr. Reinhardt served as President and Chief Executive Officer of Voith Turbo and as a member of the Board of Management of Voith Group, Heidenheim, Germany. Prior to that, from 2006 to 2011, Mr. Reinhardt served as an officer at Meritor Inc. as President of Commercial Vehicle Systems (2006 to 2009) and as Chief Operating Officer (2009 to 2011), with global responsibility for Meritor’s business segments including commercial truck, industrial/off-highway and aftermarket/trailer as well as manufacturing, research and development, purchasing and quality. From 1993 to 2006, Mr. Reinhardt served in various capacities at Daimler AG with increasing levels of responsibilities, concluding as President and Chief Executive Officer of Detroit Diesel Corporation from 2003 to 2006. From October 2016 to present, Mr. Reinhardt has served as the Vice Chairman of the Board of Grundfos Holding A/S, Bjerringbro, Denmark, a privately-held global market leader providing fluid management and water treatment solutions. From 2017 to present, Mr. Reinhardt has served as a member of the Supervisory Board of SAF-Holland SE, Bessenbach, Germany, where he was a member of the Audit Committee from 2017 to 2023, and a member of the Nomination and Compensation Committee from 2023 to present. SAF-Holland is a publicly traded company in Germany and a leading Tier 1 supplier to the commercial vehicle industry. Mr. Reinhardt also serves as chairman of the advisory board for tmax Holding GmbH, Mannheim, Germany, a specialty supplier of high-temperature insulation technologies, and is a member of the advisory board for Beinbauer Automotive GmbH, Buechlberg, Germany, a machining supplier to commercial vehicle and off-highway OEMs. From January 2024 until present, Mr. Reinhardt has been a member of the supervisory board of Samson AG, a privately held manufacturer of industrial valve and controls technology, based in Frankfurt, Germany. The Company believes that Mr. Reinhardt should serve as a director because he has 33 years of experience in the global commercial vehicle industry (17 years in North America and 16 years in Europe) and provides in-depth industry knowledge in the Company’s business, especially the commercial vehicle industry, business acumen and leadership to the Board as a result of his three decades of experience in the commercial vehicle and automotive industries, including executive leadership roles with some of the world’s leading commercial vehicle manufacturers and suppliers. Mr. Reinhardt’s background and experience strengthen the Board’s collective qualifications, skills and experience. |

  10. Nominees to Serve for a One-Year Term Expiring in 2027

    | Sheila Rutt | Ms. Rutt, 57, has served as a director since March 2023. Since July 2023, Ms. Rutt has served as the Senior Vice President and Chief Human Resources Officer of Hexion Inc., an advanced specialty chemical company. In addition, Rutt has served as a Partner at ConquerAI since December 2025, supporting organizations on the integration of artificial intelligence into workforce strategy and organizational readiness. Ms. Rutt served as the Chief Human Resources Officer of Culligan International, a water treatment and filtration company, from May 2021 to July 2023. From 2017 to 2020, Ms. Rutt was Executive Vice President, Chief Human Resources Officer of RR Donnelley (NYSE: RRD), a Fortune 500 global integrated communication company providing marketing solutions, multichannel business communications, commercial printing and related services. Prior to that, from 2000 to 2017, Ms. Rutt spent 17 years with Diebold Nixdorf Incorporated (NYSE: DBD), a company that automates, digitizes and transforms the way people bank and shop, serving in a variety of management roles, ultimately serving as the Chief Human Resources Officer (2005-2017). Ms. Rutt has a master’s degree in business administration from Walsh University (2004) and a PhD in industrial/organizational psychology from the University of Akron (1996). The Company believes that Ms. Rutt should serve as a director because she is a recognized leader in human resource management, in structuring transforming organizations, as well as elevating and enhancing a company’s corporate culture. Ms. Rutt has a strong track record of aligning human capital strategies with business priorities to drive performance and strengthen leadership pipelines.The Board believes that Ms. Rutt’s experience will help the Company continue to foster a performance-based and inclusive culture focused on accountability and collaboration, and that her background and experience will assist the Board with the Company’s transformation and long-term strategy. Ms. Rutt’s background and experience strengthen the Board’s collective qualifications, skills and experience. | | Frank S. Sklarsky | Mr. Sklarsky, 69, has served as a director since 2021. Mr. Sklarsky is currently Vice-Chairman of the board of trustees and a member of the executive committee at Rochester Institute of Technology. From 2019 to 2024, Mr. Sklarsky served on the board of directors of the privately held company, Nexa3d, Inc. From 2018 to 2022, Mr. Sklarsky was a director and chairman of the audit committee at the privately held company Cenveo Worldwide Ltd. From 2012 to 2017, Mr. Sklarsky was a director and a member of the audit and compensation committees of Harman International (NYSE: HAR). From 2013 to 2017, Mr. Sklarsky served as Executive Vice President and Chief Financial Officer of PPG Industries, Inc. (NYSE: PPG). From 2010 to 2012, he was Executive Vice President and Chief Financial Officer of Tyco International. From 2006 to 2010 he was Executive Vice President and Chief Financial Officer of Eastman Kodak Company (NYSE: KODK). From 2004 to 2006, he was Executive Vice President and Chief Financial Officer of Conagra Foods, Inc. (NYSE: CAG). Earlier in his career, Mr. Sklarsky spent 20 years with Chrysler and DaimlerChrysler, serving in a series of management roles, ultimately rising to the position of vice president, Finance – Product Quality, Cost Management and Procurement. He also served in executive finance positions with Dell, Inc. He started his career as a CPA at Ernst & Young LLP. Mr. Sklarsky qualifies as an audit committee financial expert due to his extensive accounting and financial background built through his experience in public accounting and his service as CFO at several large public companies. In his prior chief financial officer positions at four Fortune 200 companies, Mr. Sklarsky was intimately involved in oversight and discussions with the firms’ IT departments related to cybersecurity matters. In addition to his professional, accounting and finance experience described above, the Company believes that Mr. Sklarsky should serve as a director because he provides vast experience in CFO roles, as well as the comprehensive management and leadership experience he has gained as a senior executive at multiple global corporations, which strengthen the Board’s collective qualifications, skills and experience. |

  11. Nominees to Serve for a One-Year Term Expiring in 2027

    | James Zizelman | Mr. Zizelman, 65, currently serves as a Strategic Advisor to the Company until his retirement in May 2026, and formerly served as President and CEO from January 2023 until March 2026. Prior to that, Mr. Zizelman served as President of the Control Devices Division since April 2020. Previously, Mr. Zizelman served as the Vice President of Engineering and Program Management for Aptiv from December 2017 to March 2019. Mr. Zizelman was employed at Delphi for more than 20 years, where he was last a Vice President of Engineering from 2016 to 2017. Mr. Zizelman's extensive career in the automotive industry has spanned all phases of engineering, operations leadership, corporate strategy and business leadership. As President and CEO of the Company, Mr. Zizelman showcased decades of experience where he was instrumental in the development and production of both technical and business strategies, resulting in the introduction of dozens of new products, many of which were industry firsts, bringing significant business growth. Mr. Zizelman's rigorous and disciplined approach to execution, along with the development and implementation of innovative business and engineering processes, quality systems, and operational excellence, substantially improved business performance. Mr. Zizelman instilled an organizational culture of transparency, collaboration, and respect to ensure maximum performance with the application of strong business and technical strategies and processes. Mr. Zizelman provides valuable insight to the Board and strengthens the Board's collective qualifications, skills and experience. |

  12. 2025 Overview

    2025 Overview In 2025, Stoneridge was adversely affected by lower production volumes at our customers from lower demand in most of our served markets, which was partially offset by sales in our Electronics segment related to MirrorEye, including the ramp up of a previously launched European OEM program at the end of 2024 and two additional OEM program launches in North America that launched in 2025. Lower sales levels adversely affected gross margin contribution offset by direct material cost improvement and lower quality related costs relative to 2024. The Company incurred non-recurring expense for the recognition of a valuation allowance for U.S. federal deferred tax assets and the impairment of fixed assets in our Control Devices segment. We significantly increased cash provided by operating activities by reducing working capital levels, specifically lowering inventory through targeted actions and alignment with current production levels. The actions of the Committee and our pay-for-performance philosophy functioned such that compensation earned by our executives was aligned with our financial performance for 2025. Highlights from the year and our performance are as follows: •Our business has continued to focus on profitable and sustainable growth by advancing our portfolio of advanced safety and vehicle efficiency technologies, deepening our MirrorEye customer relationships, and maintaining a clear strategic vision aligned with the industry's shift toward more automated and connected vehicles. •Net sales decreased by 5.2% compared to the prior year due to lower customer production volumes in most of our served markets, including the North American automotive market and the European and North American commercial vehicle markets. This decline was partially mitigated by higher MirrorEye product sales, including the continued ramp-up of recently launched OEM programs in both Europe and North America, improved customer take rates and higher bus end market sales. Net loss in 2025 increased by $86.3 million compared to the prior year, primarily due to lower contribution from lower sales levels, the impairment of fixed assets in our Control Devices segment, SG&A costs related to the Control Devices strategic alternatives, higher business realignment costs, unfavorable foreign exchange fluctuations and the recognition of a valuation allowance for U.S. federal deferred tax assets. In 2025, Consolidated Adjusted Operating Income was below threshold, which capped attainment on the other financial metrics at threshold—resulting in AIP payouts below target.

  13. Total Target Compensation

    Total Target Compensation Total target compensation is the value of the compensation package that is intended to be delivered if performance goals are met. Actual compensation depends on the payouts realized under the annual and long-term incentive plans, as determined by results on the performance metrics. For awards under the long-term incentive plan, the value is also based on the price of our common shares. The following charts show the weighting of each element of 2025 total target annualized compensation for the CEO (Mr. Zizelman), and average for the other NEOs. This demonstrates our pay-for-performance philosophy, showing that annual and long-term incentive-based compensation comprises the majority of total target compensation.

  14. Compensation Policies and Best Practices

    Compensation Policies and Best Practices To achieve the goals of aligning executive compensation with Company performance while maintaining strong corporate governance and minimizing risk, the Committee and the Company review and adopt policies and best practices that they believe are in the best interest of the Company and our shareholders. Following are some of the practices that have been adopted over time that we believe help us to achieve these goals: •Significant emphasis on performance-based compensation •Use of the TSR metric in the long-term incentive plan to align executive and shareholder interests •Use of financial metrics in the annual and long-term incentive plan to incentivize executives to achieve key financial and operational results that support our business strategy •Include caps on both the annual incentive plan and the long-term incentive plan •Annual benchmarking of compensation mix and levels for executive officers to ensure competitiveness •Maintain stock ownership guidelines for our executive officers and non-employee Directors •Provide limited perquisites to executive officers •Maintain anti-hedging and anti-pledging policies •Maintain NYSE compliant compensation Recovery Policy •Conduct an annual compensation risk assessment •Use of an independent compensation consultant whose firm does no other work for the Company

  15. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant The Committee retains the services of an independent compensation consultant to assist the Committee with the following: •Appraising relevant trends and compensation developments in the market •Providing advice regarding issues such as long-term incentives and change in control arrangements and other topics as needed •Providing Comparator Group analysis •Providing market data for the CEO position and other executive officers In 2025, the Committee retained Meridian Compensation Partners (“Meridian”) as its independent compensation consultant.

  16. Compensation Comparator Group

    Compensation Comparator Group The Compensation Comparator Group is comprised of our direct competitors and a broader group of companies in the electronic and motor vehicle parts manufacturing industries that the Committee believes is representative of the labor market from which we compete for executive talent. The Committee reviews and approves the Comparator Group annually. Factors considered by the Committee in selecting Comparator Group companies include, but are not limited to, industry segment, revenue, profitability, number of employees and market capitalization. As of December 31, 2025, the Company was competitively positioned among our Comparator Group by total revenue. The table below shows the companies that comprised the 2025 Comparator Group:

  17. Compensation Comparator Group

    | Columbus McKinnon Corporation | Helios Technologies, Inc. | Standard Motor Products, Inc. | | Commercial Vehicle Group, Inc. | Knowles Corporation | Standex International Corporation | | Cooper-Standard Holdings Inc. | Littelfuse, Inc. | Strattec Security Corporation | | CTS Corporation | Methode Electronics, Inc. | Superior Industries International, Inc. | | Dorman Products, Inc. | Modine Manufacturing Company | The Shyft Group, Inc. | | Gentex Corporation | Motorcar Parts of America, Inc. | Wabash National Corporation | | Gentherm Incorporated | Rogers Corporation | |

  18. Compensation Benchmarking

    Compensation Benchmarking Our independent compensation consultant provides the Committee with market data at the 25th, 50th and 75th percentiles of the Company’s Comparator Group for base salary, target cash incentives, target total cash, long-term incentives, and target total direct compensation. The Committee generally uses the 50th percentile as the primary reference point when determining base salary, target annual incentives, and target long-term incentives, with the goal to position target total direct compensation at or around the 50th percentile of the Comparator Group. Target compensation for each named executive officer may vary above or below this reference point based on the Committee’s evaluation of the individual’s experience, performance and potential. Consistent with the Committee’s pay-for-performance philosophy, actual incentive payouts may exceed target levels when Company financial performance exceeds established goals and will fall below target levels when such goals are not achieved.

  19. Annual Incentive Awards

    Annual Incentive Awards Our executive officers and other key employees participate in our Annual Incentive Plan (AIP), which provides for annual cash payments based on the achievement of pre-established financial and non-financial goals. As described above, the Company believes that a substantial portion of each executive’s overall compensation should be directly tied to quantifiable measures of financial performance and the achievement of team-oriented strategic priorities. At the March 2025 Compensation Committee meeting, the Committee approved each NEO’s 2025 AIP target payout opportunity and the AIP’s performance metrics, goals and related payout levels. The AIP targets are expressed as a percentage of the executive officer’s base salary. The table below shows change in Annual Incentive Plan Target for each NEO from 2024 to 2025.

  20. Annual Incentive Awards

    | Executive Officer | 2024 | 2025 | | James Zizelman | 100% | 100% | | Matthew R. Horvath | 60% | 70% | | Susan C. Benedict | 60% | 60% | | Natalia Noblet | 60% | 60% | | Rajaey Kased | 50% | 50% |

  21. Annual Incentive Awards

    For 2025, the Compensation Committee selected a combination of Adjusted Operating Income, Adjusted Cash Flow, and Team-Oriented Strategic Initiatives to provide a balanced assessment of financial performance and operational and strategic execution. For purposes of the Annual Incentive Plan, Adjusted Operating Income and Adjusted Cash Flow were each calculated on a normalized basis, excluding items consistent with the Company's non-GAAP financial measure reconciliations as disclosed pursuant to Regulation G. For a reconciliation of Adjusted Operating Income and Adjusted Cash Flow, which are non-GAAP financial measures, to the most directly comparable GAAP financial measures, please refer to Appendix B to this proxy statement. Operating Income focuses executives on driving profitability, managing costs, and improving operating efficiency in a dynamic industry environment. Cash Flow promotes strong liquidity and disciplined capital allocation, supporting the Company’s ability to fund operations, navigate industry cyclicality, and invest in growth opportunities. The Team-Oriented Strategic Initiatives metric reinforces cross-functional collaboration and accountability for executing key initiatives, including operational improvements and strategic priorities critical to long-term value creation. Weightings for each metric vary by participant group, as illustrated below.

  22. Annual Incentive Awards

    | Performance Measures | Target Weightings | | | | | | CEO | CFO | CHRO & AGC | Electronics / Control Devices | | Consolidated Metrics: | | | | | | Adjusted Operating Income | 50% | 50% | 50% | 15% | | Adjusted Cash Flow | 30% | 30% | 30% | 15% | | Divisional Metrics: | | | | | | Adjusted Operating Income | | | | 30% | | Adjusted Cash Flow | | | | 20% | | Team Oriented Strategic Initiatives | 20% | 20% | 20% | 20% |

  23. Annual Incentive Awards

    Financial performance targets are aligned with the Company’s approved budget for the performance period January 1, 2025 through December 31, 2025. Attainment for Adjusted Operating Income and Adjusted Cash Flow can range from 0% to 200% based on actual results: performance below threshold results in 0%, performance at threshold results in 50%, and performance at maximum or above results in 200%, with linear interpolation applied for results between threshold and target and between target and maximum. Team-Oriented Strategic Initiatives attainment can range from 0% to 150%. In addition, performance on Consolidated Adjusted Operating Income below threshold caps payout on other financial metrics (Consolidated Adjusted Cash Flow, Divisional Adjusted Operating Income, and Divisional Adjusted Cash Flow) at threshold, regardless of actual performance. The stated objectives of the AIP include retaining and motivating key employees and rewarding them for performance aligned with the growth and profitability of the Company. In 2025, lower customer production volumes and demand softness across most served markets adversely affected our financial performance. As a result, the Consolidated Adjusted Operating Income was below threshold, capping payout levels for achievement against the Consolidated Adjusted Cash Flow, Divisional Adjusted Operating Income, and Divisional Adjusted Cash Flow metrics at threshold. AIP was earned by NEOs in 2025 as referenced in the table below. The table below shows 2025 AIP performance measures and weightings, achieved results and performance target AIP earned.

  24. Annual Incentive Awards

    | Mr. Zizelman, Mr. Horvath & Ms. Benedict | Weight | Metric Target ($000) | Metric Achievement ($000) | Achievement | | Consolidated Metrics: | | | | | | Adjusted Operating Income | 50% | $24.7 | $(1.5) | 0% | | Adjusted Cash Flow (2) | 30% | $20.8 | $19.7 | 50% | | Team Oriented Strategic Initiatives | 20% | | | 150% | | Overall Weighted Achievement | | | | 45% | | Ms. Noblet | | | | | | Consolidated Metrics: | | | | | | Adjusted Operating Income | 15% | $24.7 | $(1.5) | 0% | | Adjusted Cash Flow (2) | 15% | $20.8 | $19.7 | 50% | | Divisional Metrics: | | | | | | Adjusted Operating Income | 30% | $43.0 | $19.0 | 0% | | Adjusted Cash Flow (2) | 20% | $38.0 | $36.4 | 50% | | Team Oriented Strategic Initiatives | 20% | | | 100% | | Overall Weighted Achievement | | | | 37.5% | | Mr. Kased | | | | | | Consolidated Metrics: | | | | | | Adjusted Operating Income | 15% | $24.7 | $(1.5) | 0% | | Adjusted Cash Flow (2) | 15% | $20.8 | $19.7 | 50% | | Divisional Metrics: | | | | | | Adjusted Operating Income | 30% | $8.6 | $4.9 | 0% | | Adjusted Cash Flow (2) | 20% | $14.7 | $12.9 | 50% | | Team Oriented Strategic Initiatives | 20% | | | 100% | | Overall Weighted Achievement | | | | 37.5% |

  25. Annual Incentive Awards

    The following table provides the total 2025 AIP targets and achievement for the Performance Period:

  26. Annual Incentive Awards

    | Executive Officer | Percent of Base Salary Target | Percent of Target Bonus Achieved | Target Bonus | Achieved Bonus | Discretionary Bonus(1) | | James Zizelman | 100% | 45.0% | $900,000 | $405,000 | $— | | Matthew R. Horvath | 70% | 45.0% | $347,005 | $156,153 | $— | | Susan C. Benedict | 60% | 45.0% | $243,030 | $109,364 | $— | | Natalia Noblet | 60% | 37.5% | $284,263 | $106,600 | $176,180 | | Rajaey Kased | 50% | 37.5% | $168,408 | $63,153 | $— |

  27. Annual Incentive Awards

    (1)In connection with Ms. Noblet’s recruitment, the Compensation Committee approved a one‑time sign‑on bonus to facilitate her transition into the role and to remain competitive in the external market. The sign‑on bonus was negotiated as part of Ms. Noblet’s initial employment agreement and was intended to offset compensation elements forfeited from her prior employer and support her acceptance of the position. The Committee viewed this payment as a non‑recurring award and not indicative of ongoing compensation levels. (2)Consolidated Adjusted Cash Flow, Divisional Adjusted Operating Income, and Divisional Adjusted Cash Flow were capped at threshold achievement due to Consolidated Adjusted Operating Income not meeting the applicable threshold level.

  28. Long-Term Incentive Awards

    Long-Term Incentive Awards Overview. The Committee believes that long-term incentive awards are a key component of the executive compensation program, serving as a valuable motivation, retention, and alignment tool for management. These awards are designed to align interests of executives with those of shareholders by linking a significant portion of compensation to long-term Company performance and share price performance. Under our LTIP, executive officers may be granted share options, share units, performance shares, restricted common shares, and other equity-based awards. Setting Target LTI Values. The Committee set each NEO’s 2025 LTI target value by considering competitive market data derived from our Comparator Group, and the executives’ responsibilities, performance, and potential contributions. The table below shows each NEO’s 2025 LTI target value.

  29. Long-Term Incentive Awards

    | Executive Officer | Targeted Value 2025 Grant | | James Zizelman | $1,800,000 | | Matthew R. Horvath | $694,011 | | Susan C. Benedict | $526,565 | | Natalia Noblet | $255,945 | | Rajaey Kased | $252,611 |

  30. Long-Term Incentive Awards

    The grant date fair value of the RSUs and Performance Shares awarded in 2025 are included in the “Stock Awards” column of the Summary Compensation Table. The RSUs awarded in 2025 are included in the “All Other Stock Awards” column of the Grants of Plan-Based Awards table, and the grant date fair value of the Performance Shares awarded are included in the “Estimated Future Payouts Under Equity Incentive Plan Awards” columns of the Grants of Plan-Based Awards table. Equity Pay Mix. The following chart shows the allocation of the LTIP awards among the equity that were granted in 2025 to our named executive officers: 2025 Equity Grants. In 2025, we granted to our named executive officers restricted stock units and performance shares, which are described below: •Time-Based Restricted Share Units (“RSUs”) (45% of LTI target value): RSUs granted to our named executive officers provide strong retention value because the RSUs are subject to a three-year vesting period (i.e., the RSUs 100% vest at the conclusion of the performance period); provided that the executive officer is continuously employed by the Company through the end of that period. Upon vesting, the number of RSUs that vest is distributed in a like number of common shares. •Performance-Based Share Units (“Performance Shares”) (55% of target LTI value) - Total Shareholder Return (“TSR”): Performance Shares are earned entirely based on the Company’s total shareholder return (“TSR”) over a three‑year performance period relative to the TSR of the Company’s 2025 TSR Comparator Group, consisting of the S&P United States SmallCap Value Automobiles and Components Index and any companies considered in Stoneridge’s Compensation Comparator Group that are not already included in this index. We believe the use of the TSR metric effectively aligns the interests of our named executive officers with those of our shareholders. The number of Performance Shares earned at the conclusion of the performance period will be settled in an equivalent number of shares of the Company’s common stock. No shares will be earned if the Company’s relative TSR percentile ranking is below the 25th percentile of the Comparator Group. The following table shows the payout levels associated with our relative TSR percentile ranking.

  31. Long-Term Incentive Awards

    | SRI TSR v. Comparator Group | Shares Earned as a % of Target Shares(1) | | >=75th percentile | 200% | | 50th percentile | 100% | | 25th percentile | 50% | | <25th percentile | —% |

  32. Long-Term Incentive Awards

    (1) Straight-line interpolation will be used between points Stoneridge’s TSR Comparator Group established for the 2025 grant consisted of the following companies(1):

  33. Long-Term Incentive Awards

    | Adient plc | Dorman Products, Inc. | Lear Corporation | Rogers Corporation | | American Axle & Manufacturing Holdings, Inc. | Faraday Future Intelligent Electric Inc. | Littelfuse, Inc. | Standard Motor Products, Inc. | | Autoliv, Inc. | Garrett Motion Inc. | Lucid Group, Inc. | Standex International Corporation | | BorgWarner Inc. | Gentex Corporation | Luminar Technologies, Inc. | Strattec Security Corporation | | Columbus McKinnon Corporation | Gentherm Incorporated | Methode Electronics, Inc. | The Goodyear Tire & Rubber Company | | Commercial Vehicle Group, Inc. | Harley-Davidson, Inc. | Modine Manufacturing Company | THOR Industries, Inc. | | Cooper-Standard Holdings Inc. | Helios Technologies, Inc. | Motorcar Parts of America, Inc. | Wabash National Corporation | | CTS Corporation | Knowles Corporation | Patrick Industries, Inc. | Winnebago Industries, Inc. | | Dana Incorporated | LCI Industries | QuantumScape Corporation | |

  34. Long-Term Incentive Awards

    (1)The Shyft Group, Inc. and Superior Industries International, Inc. were included in the original TSR Peer Group but were excluded due to delisting during the performance period. Provided the executive officer remains continuously employed through the end of the performance period, and depending on performance relative to the target, the number of vested Performance Shares is prorated between the minimum and maximum amounts. The Performance Shares earned will be paid after the conclusion of the three-year performance period by the issuance of one common share for each Performance Share earned. Timing of Equity Awards. The Committee’s practice has been to approve the long-term incentive awards at the first regular meeting of the calendar year. As a general practice, awards under the long-term incentive plans are approved once per year unless a situation arises whereby a compensation package is approved for a newly hired or promoted executive officer with equity-based compensation as a component. The Committee does not time the grant of equity awards in conjunction with the release of material nonpublic information.

  35. 2024 LTIP Grant - EPS

    2024 LTIP Grant - EPS

  36. 2024 LTIP Grant - EPS

    | Average Annual EPS | Target | Results | | 2024 Budgeted EPS | $0.30 | ($0.47) | | +2025 Budgeted EPS | $0.01 | ($1.15) | | +2026 Budgeted EPS | ($0.58) | TBD |

  37. 2024 LTIP Grant - ROIC

    2024 LTIP Grant - ROIC

  38. 2024 LTIP Grant - ROIC

    | Average Annual ROIC | Target | Results | | 2024 Budgeted ROIC | 5.4% | 0.2% | | +2025 Budgeted ROIC | 3.6% | (1.0%) | | +2026 Budgeted ROIC | 0.3% | TBD |

  39. 2024 LTIP Grant - ROIC

    The TSR Peer Group for the 2024 grant consisted of the following companies(1):

  40. 2024 LTIP Grant - ROIC

    | Allison Transmission Holdings Inc | Dorman Products Inc | Methode Electronics Inc | | Columbus McKinnon Corp | Franklin Electric Co Inc | Modine Manufacturing Co | | Commercial Vehicle Group Inc | Gentex Corp | Rogers Corp | | Cooper-Standard Holdings Inc | Gentherm Inc | Standard Motor Products Inc | | CTS Corp | LCI Industries | Strattec Security Corp | | Curtiss-Wright Corp | Littelfuse Inc | Visteon Corp | | Donaldson Company Inc | Martinrea International Inc | Wabash National Corp |

  41. 2024 LTIP Grant - ROIC

    (1)CalAmp, CIRCOR International, and Superior Industries were in the original TSR Peer Group but have been excluded because they were acquired or delisted as a public company during the performance period.

  42. 2023 LTIP Grant - Performance Period Results

    2023 LTIP Grant - Performance Period Results

  43. 2023 LTIP Grant - Performance Period Results

    | Award Type & Metric | Grant Date | Vest Date | Allocation of Shares | Performance Results (2023-2025) | Payout % of Target Shares | | Time-Based RSU | 3/13/2023 | 3/2/2026 | 45% | n/a | 100% | | Performance Shares - TSR | 3/13/2023 | 3/2/2026 | 25% | 10th percentile of Peer Group | 0% | | Performance Shares - EPS | 3/13/2023 | 3/2/2026 | 20% | -548% of Target | 0% | | Performance Shares - ROIC | 3/13/2023 | 3/2/2026 | 10% | 20% of Target | 0% |

  44. 2023 LTIP Grant - Performance Period Results

    The TSR Peer Group for the 2023 grant consisted of the following companies(1):

  45. 2023 LTIP Grant - Performance Period Results

    | Allison Transmission Holdings Inc | Dorman Products Inc | Methode Electronics Inc | | Columbus McKinnon Corp | Franklin Electric Co Inc | Modine Manufacturing Co | | Commercial Vehicle Group Inc | Gentex Corp | Rogers Corp | | Cooper-Standard Holdings Inc | Gentherm Inc | Standard Motor Products Inc | | CTS Corp | LCI Industries | Strattec Security Corp | | Curtiss-Wright Corp | Littelfuse Inc | Visteon Corp | | Donaldson Company Inc | Martinrea International Inc | Wabash National Corp |

  46. 2023 LTIP Grant - Performance Period Results

    (1)Altra Industrial, CalAmp, CIRCOR International, and Superior Industries were in the original TSR Peer Group but have been excluded because they were acquired or delisted as a public company during the performance period.

  47. Employment Agreements

    Employment Agreements We use employment agreements in limited situations. Mr. Zizelman Employment Agreement On April 13, 2023, the Company and Mr. Zizelman entered into an Employment Agreement (the “Zizelman Employment Agreement”). The Zizelman Employment Agreement had an initial term of 11 months ending on December 31, 2023, and is automatically renewed for one year every year thereafter unless notice of termination is delivered by either party at least 90 days before the end of the current term. The Zizelman Employment Agreement provides for an annual base salary of $600,000 (which was $900,000 in 2025); participation in the Company’s AIP at a target of 100% of base salary; a monthly car allowance; and participation in the Company’s customary benefit plans for senior executive officers. In addition, under the Zizelman Employment Agreement the Company has agreed to grant Mr. Zizelman certain share-based awards under the Company’s current LTIP, equal in value on the grant date to 125% of his then current base salary. If Mr. Zizelman is terminated by the Company without cause, or he terminates the Zizelman Employment Agreement and his employment for good reason, the Company (following receipt of a general release) shall be obligated to pay him severance equal to his annual base salary and target annual incentive. In addition, upon a termination without cause (or good reason termination), the Company must continue to cover his health and welfare benefits for a period of twelve months following such termination, and if the termination occurs in the last six months of the fiscal year, he would be paid a prorated annual incentive. Under the Zizelman Employment Agreement, Mr. Zizelman is entitled to be nominated for election to serve on the Company’s Board of Directors as long as the Zizelman Employment Agreement remains in effect. Mr. Zizelman is a nominee for election to the Board of Directors at the 2026 Annual Meeting of Shareholders. Ms. Noblet Employment Agreement On August 31, 2024, Stoneridge Electronics AB and Ms. Natalia Noblet entered into an employment contract for an indefinite term, effective September 2, 2024 (the “Noblet Employment Contract”). Ms. Noblet serves as President of Stoneridge Electronics. Under the Noblet Employment Contract, Ms. Noblet receives a gross fixed monthly salary of €27,729.86, corresponding to a total gross annual base salary of €386,000, inclusive of holiday pay and a thirteenth‑month payment, subject to annual review. She is eligible to participate in the Company’s Annual Incentive Plan at a target of 60% of base salary and the Company’s Long‑Term Incentive Plan at a target of 60% of base salary, with awards granted at the discretion of the Compensation Committee. In connection with the commencement of her employment, Ms. Noblet received a €150,000 sign‑on bonus, payable one year following her start date subject to continued service, and a one-time, time-based equity award with a grant date value of $150,000, which vests in full on the second anniversary of the grant date, subject to continued employment. The Compensation Committee approved this one-time equity award to facilitate Ms. Noblet’s recruitment, including to partially offset compensation and equity awards forfeited from her prior employer and to provide a retention incentive during her initial period of employment. This award was not intended to be part of Ms. Noblet’s ongoing compensation program. Ms. Noblet participates in the Company’s customary benefit plans, such as group and hospitalization insurance and a supplementary pension plan. On February 25, 2025, the Company and Ms. Noblet entered into an addendum to the Noblet Employment Contract, which was fully executed on April 14, 2025, pursuant to which certain benefits were replaced with a monthly separate allowance of €6,926.84 (gross), which does not constitute part of base salary. The Noblet Employment Contract provides for a twelve‑month notice period if terminated by the Company and a six‑month notice period if terminated by Ms. Noblet, except in cases of gross misconduct. Ms. Noblet is also eligible to participate in the Company’s Executive Severance Plan and a Change in Control Agreement, subject to their respective terms and applicable law. Where applicable, euro‑denominated amounts are presented in U.S. dollars elsewhere in this Proxy Statement using the December 31, 2025 USD/EUR exchange rate. There are no other employment agreements in effect with any other NEO.

  48. Severance Plan

    Severance Plan The Company provides executive severance through the Officers’ and Key Employees’ Severance Plan (the “Severance Plan”). The NEOs covered under the Severance Plan include Mr. Horvath, Ms. Benedict, Mr. Kased and Ms. Noblet. If a covered executive is terminated by us without cause, we will be obligated under the Severance Plan to pay the executive’s salary for twelve months and continue health and welfare benefits coverage over the same period of time. Severance protection for Mr. Zizelman is provided in his employment agreement, as described above.

  49. Termination and Change in Control Payments

    Termination and Change in Control Payments We have entered into change in control agreements with Mr. Horvath, Ms. Benedict, Mr. Kased, Ms. Noblet and certain other senior management employees. Change in control for Mr. Zizelman is provided in his employment agreement, as described above. These agreements are designed to promote stability and continuity of senior management, both of which are in the best interest of the Company and our shareholders. Our termination and change in control provisions for the NEOs are summarized below in the “Potential Payments Upon Termination or Change in Control” table.

  50. Summary Compensation Table

    Summary Compensation Table The following table provides information regarding the compensation of our NEOs for 2025.

  51. Summary Compensation Table

    | | Year | Salary ($) | Bonus ($)(2) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($)(4) | Total ($) | | James Zizelman | 2025 | $900,000 | $— | $2,256,621 | $405,000 | $31,448 | $3,593,069 | | President & Chief Executive Officer | 2024 | $680,000 | $— | $1,414,994 | $102,000 | $29,652 | $2,226,646 | | | 2023 | $585,533 | $— | $741,678 | $398,179 | $27,984 | $1,753,374 | | Matthew R. Horvath | 2025 | $495,722 | $— | $870,068 | $156,153 | $14,240 | $1,536,183 | | Chief Financial Officer & Treasurer | 2024 | $474,375 | $— | $493,545 | $42,694 | $13,998 | $1,024,611 | | | 2023 | $412,500 | $— | $868,258 | $183,150 | $13,416 | $1,477,324 | | Susan C. Benedict | 2025 | $405,050 | $— | $660,142 | $109,364 | $12,971 | $1,187,527 | | Chief Human Resources Officer & Assistant General Counsel | 2024 | $387,608 | $— | $403,261 | $34,885 | $12,660 | $838,414 | | | 2023 | $337,050 | $— | $804,824 | $149,650 | $14,232 | $1,305,756 | | Natalia Noblet | 2025 | $473,772 | $176,180 | $320,870 | $106,600 | $174,032 | $1,251,454 | | President Electronics (3) | | | | | | | | | Rajaey Kased | 2025 | $336,815 | $— | $316,689 | $63,153 | $360 | $717,017 | | President, Control Devices Division | 2024 | $328,600 | $— | $205,106 | $32,860 | $220 | $566,786 |

  52. Summary Compensation Table

    (1)The amounts included in the “Stock Awards” column represent the grant date fair value of time‑based RSUs and performance share awards computed in accordance with FASB ASC Topic 718. For a discussion of valuation assumptions, see Note 8 to our consolidated financial statements included in our Annual Report on Form 10‑K for the year ended December 31, 2025. In 2025, RSUs and performance share awards were granted to our NEOs. The performance share awards were expected to be earned at the target level when granted. The grant date fair value of the TSR performance share awards, assuming the maximum level of performance would be achieved, is $2,893,249 for Mr. Zizelman, $1,115,528 for Mr. Horvath, $846,380 for Ms. Benedict, $411,397 for Ms. Noblet, and $406,029 for Mr. Kased. These maximum values reflect the maximum number of performance shares (200% of target) multiplied by the TSR performance share grant date fair value per share determined using an independent valuation (per‑share fair value of $7.54 based on a stock price of $5.16). Please see the “Grants of Plan‑Based Awards for 2025” table for more information regarding the RSUs and performance share awards granted in 2025. (2)In connection with Ms. Noblet’s recruitment, the Compensation Committee approved a one‑time sign‑on bonus to facilitate her transition into the role and to remain competitive in the external market. The sign‑on bonus was negotiated as part of Ms. Noblet’s initial employment agreement and was intended to offset compensation elements forfeited from her prior employer and support her acceptance of the position. The Committee viewed this payment as a non‑recurring award and not indicative of ongoing compensation levels. Under the terms of her employment agreement, the sign-on bonus is payable one year after her start date provided she remains employed; if she voluntarily leaves the Company within 12 months after receiving the sign‑on bonus, she is required to repay 100% of the sign‑on bonus. (3)Amounts reported for Ms. Noblet were earned in euros and converted to U.S. dollars for purposes of the Summary Compensation Table using the December 31, 2025 USD/EUR exchange rate. (4)The amounts shown for 2025 in the “All Other Compensation” column are comprised of the following:

  53. Summary Compensation Table

    | Executive Officer | Automobile Allowance | 401(k) Plan Match | Employer Pension Contributions (Non‑U.S.) (2) | Group Term Life Insurance Premiums | Tax Gross‑Ups / Tax Reimbursements (3) | Separate Allowance / Other Perquisites (1) | Total All Other Compensation | | James Zizelman | $14,400 | $14,000 | $— | $3,048 | $— | $— | $31,448 | | Matthew R. Horvath | $— | $14,000 | $— | $240 | $— | $— | $14,240 | | Susan C. Benedict | $— | $11,939 | $— | $1,032 | $— | $— | $12,971 | | Natalia Noblet | $— | $— | $70,592 | $— | $6,692 | $96,747 | $174,032 | | Rajaey Kased | $— | $— | $— | $360 | $— | $— | $360 |

  54. Summary Compensation Table

    (1) Allowance for Ms. Noblet. Pursuant to Ms. Noblet’s employment agreement, certain benefits and reimbursements were originally provided through separate arrangements, including meal and eco vouchers, a monthly car allowance, and a monthly home office cost allowance. Effective under an executed addendum to her employment agreement, these items were replaced with a single monthly separate allowance, payable monthly and subject to required withholdings. This separate allowance is not part of fixed salary, is not subject to indexation, and is not included in the calculation of holiday pay or any year‑end premium (2) Represents employer pension contributions under applicable non‑U.S. retirement arrangements for Ms. Noblet (3) Represents tax gross‑up payments provided to offset the tax impact of certain Company‑related expenses for Ms. Noblet

  55. Grants of Plan-Based Awards in 2025

    Grants of Plan-Based Awards in 2025

  56. Grants of Plan-Based Awards in 2025

    | | | 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 or Units | Grant Date Fair Value of Stock and Option Awards | | | | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | Executive Officer | Grant Date | ($) | ($) | ($) | (#) | (#) | (#) | (#)(3) | ($)(4) | | James Zizelman | | $450,000 | $900,000 | $1,800,000 | | | | | | | | 3/10/2025 | | | | 95,930 | 191,860 | 383,720 | 156,976 | $2,256,621 | | Matthew R. Horvath | | $173,503 | $347,005 | $694,011 | | | | | | | | 3/10/2025 | | | | 36,987 | 73,974 | 147,948 | 60,524 | $870,068 | | Susan C. Benedict | | $121,515 | $243,030 | $486,060 | | | | | | | | 3/10/2025 | | | | 28,063 | 56,126 | 112,252 | 45,921 | $660,142 | | Natalia Noblet | | $142,132 | $284,263 | $568,527 | | | | | | | | 3/10/2025 | | | | 13,640 | 27,281 | 54,562 | 22,320 | $320,870 | | Rajaey Kased | | $84,204 | $168,408 | $336,815 | | | | | | | | 3/10/2025 | | | | 13,462 | 26,925 | 53,850 | 22,030 | $316,689 |

  57. Grants of Plan-Based Awards in 2025

    (1)The amounts shown reflect awards granted under our 2025 AIP. In March 2025, the Compensation Committee approved the 2025 target AIP awards expressed as a percentage of the executive officer’s 2025 approved base salary. The Compensation Committee established a performance period for the 2025 AIP awards from January 1, 2025 to December 31, 2025. In March 2025, the Compensation Committee approved Company performance metrics and targets for the performance period. Please see “Compensation Discussion and Analysis – Annual Incentive Awards” for more information regarding the Company’s 2025 awards and performance measures. (2)The amounts shown reflect grants of Performance Share awards made under our LTIP on March 10, 2025. The amount of the Performance Shares that will be earned will be determined based on our total shareholder return compared to that of a defined peer group for 55% of the awards for the performance period January 1, 2025 through December 31, 2027. The shares will vest on March 1, 2028, assuming the grantee is still employed on that date. (3)The amounts shown reflect grants of time-based RSUs made under our LTIP. These RSUs were granted on March 10, 2025. The time-based grant comprises 45% of the total LTIP award, and will vest on March 1, 2028, assuming the grantee is still employed on that date. (4)The amounts included in “Fair Value of Awards” column represent the aggregate grant date fair value of the awards computed in accordance with FASB ASC Topic 718. For a discussion of valuation assumptions, see Note 8 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025.

  58. Outstanding Equity Awards at Year-End

    Outstanding Equity Awards at Year-End

  59. Outstanding Equity Awards at Year-End

    | | | | | Stock Awards | | Executive Officer | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | James Zizelman | 19,363(2) | $112,112 | —(6) | $— | | | 36,823(3) | $213,205 | 22,501(7) | $130,281 | | | 156,976(4) | $908,891 | 191,860(8) | $1,110,869 | | Matthew R. Horvath | 9,052(2) | $52,411 | —(6) | $— | | | 12,844(3) | $74,367 | 7,848(7) | $45,440 | | | 60,524(4) | $350,434 | 73,974(8) | $428,309 | | Susan C. Benedict | 7,396(2) | $42,823 | —(6) | $— | | | 10,494(3) | $60,760 | 6,413(7) | $37,131 | | | 45,921(4) | $265,883 | 56,126(8) | $324,970 | | Natalia Noblet | 22,320(4) | $129,233 | 27,281(8) | $157,957 | | | 12,264(5) | $71,009 | | | | Rajaey Kased | 4,001(2) | $23,166 | —(6) | $— | | | 5,338(3) | $30,907 | 3,261(7) | $18,881 | | | 22,030(4) | $127,554 | 26,925(8) | $155,896 |

  60. Outstanding Equity Awards at Year-End

    (1)Time‑based restricted share units (“RSUs”) and performance shares are settled following the completion of the applicable performance period and on the vesting dates indicated in the footnotes below. For performance shares, the actual number of shares earned depends on the achievement of applicable performance objectives. The reported value of outstanding RSUs and performance shares is based on the closing price of the Company’s common stock on December 31, 2025 ($5.79). In determining the number and value of performance shares, the Company’s performance through 2025 is measured against the threshold, target, and maximum performance levels for each award. If performance falls between levels, the payout is reflected at the next highest level. (2)These time‑based restricted share units vested on March 2, 2026. (3)These time‑based restricted share units are scheduled to vest on March 1, 2027. (4)These time‑based restricted share units are scheduled to vest on March 1, 2028. (5)These time‑based restricted share units are scheduled to vest on September 9, 2026. (6)These performance share awards vested on March 2, 2026. Based on performance results for the applicable performance period, achievement levels for EPS, TSR, and ROIC were below threshold, and no shares were earned. (7)These performance share awards are scheduled to vest on March 1, 2027, subject to the achievement of specified performance metrics. Based on current projections, performance for TSR, EPS, and ROIC is expected to be below threshold, and the table reflects threshold performance. (8)These performance share awards are scheduled to vest on March 1, 2028, subject to the achievement of specified performance objectives. Based on current performance projections, achievement for TSR is expected to fall between threshold and target. Actual results may differ.

  61. Pension Benefits

    Pension Benefits We do not maintain any defined benefit pension plans for our NEOs. Accordingly, no amounts are reportable and a Pension Benefits table is not included.

  62. Non-Qualified Deferred Compensation Plan

    Non-Qualified Deferred Compensation Plan The Compensation Committee approved implementation of a non-qualified deferred compensation plan for our executive officers and certain other leaders in the organization, effective June 1, 2017. The plan provides the opportunity to defer current compensation and taxes until a future date, and to receive tax deferred investment returns on deferred amounts. The Company will provide matching contributions to the extent that participants are unable to receive a full match in the 401(k) plan, due to contribution and/or compensation limits. The plan allows eligible employees to defer up to 80% of their base salary, up to 100% of AIP and up to 100% of LTIP. The minimum deferral period is three years. As of December 31, 2025 no amounts were deferred by any of the NEOs. In addition, no NEO had any account balance, earnings, withdrawals or distributions under the plan as of December 31, 2025; accordingly no Nonqualified Deferred Compensation table is presented.

  63. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control We have entered into a Change in Control Agreement (the “CIC Agreement”) with certain executive officers. There is no excise tax gross-up payment under the CIC Agreements. Our change in control agreements were designed to provide for continuity of management in the event of change in control of the Company. We think it is important for our executives to be able to react neutrally to a potential change in control and not be influenced by personal financial concerns. We believe our arrangements are consistent with market practice. For our NEOs covered under a CIC Agreement, we set the level of benefits, as described below, to remain competitive with our select peer group. All payments under the CIC Agreement are conditioned on a non-compete, non-solicitation and non-disparagement agreement. We believe that the CIC Agreements should compensate executives displaced by a change in control and not serve as an incentive to increase personal wealth. Therefore, our CIC Agreements are “double trigger” arrangements. In order for the executives to receive the payments and benefits set forth in the agreement, both of the following must occur: •a change in control of the Company; and •a triggering event: ◦the Company separates NEO from service, other than in the case of a termination for cause, within two years of the change in control; or ◦NEO separates from service for good reason (defined as material reduction in NEO’s title, responsibilities, power or authority, or assignment of duties that are materially inconsistent to previous duties, or material reduction in NEO’s compensation and benefits) within two years of the change in control. On April 13, 2023, we entered into a CIC Agreement with Mr. Zizelman as part of his employment agreement. The terms of this CIC Agreement are substantially similar to those described above. If the events listed above occur and the executive delivers a release to the Company, we will be obligated to provide the following to Mr. Zizelman, Mr. Horvath, Ms. Benedict, Mr. Kased and Ms. Noblet: •two times the greater of the NEO’s annual base salary at the time of a triggering event or at the time of the occurrence of a change in control; •two times the greater of the NEO’s target annual incentive award at the time of termination or the actual incentive award received for the fiscal year prior to termination; •an amount equal to the pro rata amount of annual incentive compensation the NEO would have been entitled to at the time of a triggering event calculated based on the performance goals that were achieved in the year in which the triggering event occurred; and •continued life and health insurance benefits for twenty-four months following termination. Upon a change in control as defined by the 2016 LTIP, time-based RSUs and Performance Shares granted under that plan remain subject to forfeiture under the original terms of the grant unless a triggering event, as described above, occurs within two years of the effective date of the change in control. Mr. Zizelman’s severance protection is provided in his employment agreement. If Mr. Zizelman is terminated without cause, we will be obligated to pay an amount equal to the sum of one year of base salary and target annual incentive, and continue health and welfare benefits coverage for twelve months. No severance is payable if the NEO’s employment is terminated for cause. Mr. Horvath, Ms. Benedict, Mr. Kased and Ms. Noblet participate in the Company Severance Plan. If we terminate a covered executive without cause, we will be obligated under the Severance Plan to pay the executive’s salary for one year and continue health and welfare benefits coverage over the same period of time. Value of Payment Presuming Hypothetical December 31, 2025 Termination Date Upon resignation, no payments are due to any NEO in the table below. Assuming the events described in the table below occurred on December 31, 2025, each NEO would be eligible for the following payments and benefits:

  64. Potential Payments upon Termination or Change in Control

    | | Termination Without Cause | Change in Control and NEO Resigns for Good Reason or is Terminated Without Cause | Disability | Death | Retirement(3) | | James Zizelman | | | | | | | Base Salary | $900,000 | $1,800,000 | $225,000 | $— | $— | | Annual Incentive Award | $900,000 | $1,800,000 | $— | $— | $— | | Prorated Annual Incentive Award in Year of Termination | $405,000 | $405,000 | $405,000 | $405,000 | $405,000 | | Unvested and Accelerated Restricted Common Shares and Share Units | $488,645 | $1,234,208 | $1,234,208 | $1,234,208 | $1,234,208 | | Unvested and Accelerated Performance Shares | $681,020 | $1,508,457 | $1,508,457 | $1,508,457 | $1,508,457 | | Health and Welfare Benefits | $26,280 | $52,559 | $— | $— | $— | | 280G Reduction(1) | $— | $— | $— | $— | $— | | Total | $3,400,945 | $6,800,224 | $3,372,665 | $3,147,665 | $3,147,665 | | Matthew R. Horvath | | | | | | | Base Salary | $495,722 | $991,444 | $— | $— | $— | | Annual Incentive Award | $— | $694,011 | $— | $— | $— | | Prorated Annual Incentive Award in Year of Termination | $— | $156,153 | $156,153 | $156,153 | $— | | Unvested and Accelerated Restricted Common Shares and Share Units | $192,288 | $477,212 | $477,212 | $477,212 | $— | | Unvested and Accelerated Performance Shares | $267,415 | $583,250 | $583,250 | $583,250 | $— | | Health and Welfare Benefits | $32,618 | $65,236 | $— | $— | $— | | 280G Reduction(1) | $— | $— | $— | $— | $— | | Total | $988,044 | $2,967,306 | $1,216,615 | $1,216,615 | $— | | Susan C. Benedict | | | | | | | Base Salary | $405,050 | $810,100 | $— | $— | $— | | Annual Incentive Award | $— | $486,060 | $— | $— | $— | | Prorated Annual Incentive Award in Year of Termination | $— | $109,364 | $109,364 | $109,364 | $— | | Unvested and Accelerated Restricted Common Shares and Share Units | $151,431 | $369,466 | $369,466 | $369,466 | $— | | Unvested and Accelerated Performance Shares | $210,167 | $451,568 | $451,568 | $451,568 | $— | | Health and Welfare Benefits | $1,032 | $2,064 | $— | $— | $— | | 280G Reduction(1) | $— | $— | $— | $— | $— | | Total | $767,681 | $2,228,622 | $930,398 | $930,398 | $— | | Natalia Noblet(4) | | | | | | | Base Salary | $473,772 | $947,544 | $— | $— | $— | | Annual Incentive Award | $— | $568,527 | $— | $— | $— | | Prorated Annual Incentive Award in Year of Termination | $— | $106,600 | $106,600 | $106,600 | $— | | Unvested and Accelerated Restricted Common Shares and Share Units | $83,237 | $200,242 | $200,242 | $200,242 | $— | | Unvested and Accelerated Performance Shares | $52,652 | $157,957 | $157,957 | $157,957 | $— | | Health and Welfare Benefits | $2,234 | $4,468 | $— | $— | $— | | 280G Reduction(1)(2) | $— | n/a | $— | $— | $— | | Total | $611,895 | $1,985,337 | $464,799 | $464,799 | $— | | Rajaey Kased | | | | | | | Base Salary | $336,815 | $673,630 | $— | $— | $— | | Annual Incentive Award | $— | $336,815 | $— | $— | $— | | Prorated Annual Incentive Award in Year of Termination | $— | $63,153 | $63,153 | $63,153 | $— | | Unvested and Accelerated Restricted Common Shares and Share Units | $76,198 | $181,627 | $181,627 | $181,627 | $— | | Unvested and Accelerated Performance Shares | $105,457 | $221,977 | $221,977 | $221,977 | $— | | Health and Welfare Benefits | $32,738 | $65,476 | $— | $— | $— | | 280G Reduction(1) | $— | $— | $— | $— | $— | | Total | $551,208 | $1,542,678 | $466,757 | $466,757 | $— |

  65. Potential Payments upon Termination or Change in Control

    (1)Code Section 280G provides guidelines that govern payments triggered by a change in control, known as parachute payments. If such payment exceeds 2.99 times the average annual compensation (safe harbor limit) for certain individuals, the payments may result in adverse tax consequences and excise taxes. The CIC Agreements provide that the executive shall receive the greater of the safe harbor amount or the aggregate parachute value less the applicable excise tax. (2)No Section 4999 excise tax is reflected, as Ms. Noblet is not subject to U.S. federal income taxation on these payments and does not receive a U.S. W-2. (3)Mr. Zizelman is retirement eligible. All other NEOs are not retirement eligible. (4)Amounts for Ms. Noblet reflect euro‑denominated compensation converted to U.S. dollars using the December 31, 2025 USD/EUR exchange rate for consistency with other disclosures.

  66. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure This disclosure has been prepared in accordance with the SEC’s pay versus performance rules in Item 402(v) of Regulation S-K (“Item 402(v)”) and does not necessarily reflect value actually realized by the NEOs or how the Compensation Committee evaluates compensation decisions in light of Company or individual performance. For discussion of how the Compensation Committee seeks to align pay with performance when making compensation decisions, please review the Compensation Discussion and Analysis beginning on page 28. The following tables and related disclosures provide information about (i) the total compensation (“SCT Total”) of our principal executive officer (“PEO”), who was our President and Chief Executive Officer, and our non-PEO Named Executive Officers (collectively, the “Other NEOs”) as presented in the Summary Compensation Table on page 41, (ii) the “compensation actually paid” (“CAP”) to our PEO and our Other NEOs, as calculated pursuant to Item 402(v), (iii) certain financial performance measures, and (iv) the relationship of the CAP to those financial performance measures. The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. James Zizelman (our President & CEO) and Mr. Jon DeGaynor (our former President & CEO) for each corresponding year in the total compensation column of the summary compensation table. Mr. DeGaynor served as our CEO and President during 2021 through 2022. Mr. DeGaynor terminated employment on January 30, 2023. Mr. Zizelman was appointed CEO and President effective January 31, 2023.

  67. Pay Versus Performance Disclosure

    | | Summary Compensation Table Total for PEO 1 Mr. DeGaynor (b) | Summary Compensation Table Total for PEO 2 Mr. Zizelman (b) | Compensation Actually Paid for PEO 1 Mr. DeGaynor (c) | Compensation Actually Paid for PEO 2 Mr. Zizelman (c) | Average Summary Compensation Table total for Non-PEO NEOs (d) | Average Compensation Actually Paid to Non-PEO NEOs (e) | Value of Initial Fixed $100 Investment as of 12/31/2020 based on | | | | | Year (a) | | | | | | | Comp- any TSR (f) | Peer Group TSR (g)(1) | Net Income ($000) (h) | Operating Income ($000) (i) | | 2025 | $— | $3,593,069 | $— | $3,746,984 | $1,173,045 | $1,210,302 | $19 | $74 | $(102,835) | $(38,606) | | 2024 | $— | $2,226,646 | $— | $142,632 | $2,649,647 | $2,396,743 | $21 | $65 | $(16,524) | $(381) | | 2023 | $1,042,767 | $1,753,374 | $(2,996,326) | $1,625,610 | $1,477,500 | $708,151 | $65 | $86 | $(5,183) | $12,836 | | 2022 | $3,910,284 | $— | $6,075,757 | $— | $2,278,770 | $1,928,341 | $71 | $87 | $(14,056) | $2,935 | | 2021 | $3,868,925 | $— | $(3,306,918) | $— | $1,734,119 | $(302,041) | $65 | $120 | $3,406 | $15,411 |

  68. Pay Versus Performance Disclosure

    (1) The peer group consists of the companies that make up the Dow Jones U.S. Auto Parts Index. We reviewed the methodology applied for the years 2022 and 2023, which were reported as 103 and 102, respectively. The values for 2022 and 2023 have been restated above to account for dividend adjustments, which aligns with the methodology used in other years.

  69. Adjustments to Calculate Compensation Actually Paid to PEO (column (c)) and Average Compensation Actually Paid to Other NEOs (column (e))

    Adjustments to Calculate Compensation Actually Paid to PEO (column (c)) and Average Compensation Actually Paid to Other NEOs (column (e)) The table below describes the adjustments, each of which is required by SEC rules, to calculate CAP Amounts from the SCT Total of our PEO (column (b)) and our Other NEOs (column (d)). The SCT Total and CAP Amounts do not reflect the actual amount of compensation earned by or paid to our executives during the applicable years, but rather are amounts determined in accordance with Item 402(v).

  70. Adjustments to Calculate Compensation Actually Paid to PEO (column (c)) and Average Compensation Actually Paid to Other NEOs (column (e))

    | | PEO 2025 Mr. Zizelman | Other NEOs 2025 | | SCT Total Compensation | $3,593,069 | $1,173,045 | | Deduct Amounts reported in SCT Stock Awards column | $(2,256,621) | $(541,942) | | Equity Awards Granted during Fiscal Year: | | | | Add Fair Value of Nonvested Awards as of Year End | $2,427,637 | $583,013 | | Add/Subtract the Change in Fair Value from Prior Year End to Current Year End | $(17,101) | $(3,814) | | Add/Subtract the Change in Fair Value from Prior Year End to Vesting Date | $— | $— | | Compensation Actually Paid (CAP) | $3,746,984 | $1,210,302 |

  71. Relationship Between Compensation Actually Paid and Performance

    Relationship Between Compensation Actually Paid and Performance The graphs below show the relationship of compensation actually paid to our PEOs and Other NEOs to (i) the Company’s net income, (ii) the Company’s operating income, (iii) the Company’s TSR and (iv) the peer group TSR based on the Dow Jones U.S. Auto Parts Total Return Index. CAP, as calculated in accordance with Item 402(v), reflects adjustments to the fair value of equity awards during the years presented. Factors impacting the fair value of equity awards include the price of our Common Shares at year end, as well as the projected and actual achievement of performance goals that do not include net income. These adjustments contributed significantly to the change in CAP reported for 2021 through 2025. The PEO compensation actually paid for 2023 in the graphs is the total combined amount for Mr. DeGaynor and Mr. Zizelman.

  72. CEO Pay Ratio

    CEO Pay Ratio In compliance with Section 953(b) of the Dodd-Frank Act and Item 402(u) of Regulation S-K, we undertook activities to calculate the ratio of our CEO’s total annual compensation to that of our median employee. Pursuant to SEC rules, we are providing the following information about the ratio of the annual total compensation of our median employee to the annual total compensation of Mr. Zizelman, our CEO. Mr. Zizelman’s 2025 compensation of $3,593,069 is based on the following: Salary: a salary of $900,000 Annual Incentive: of $405,000 based on company performance Long-Term Incentive: the full value of his long-term incentive awards granted in 2025. All Other Compensation: as reported in the Summary Compensation Table. We determined that, as of December 31, 2025, our employee population consisted of approximately 4,200 individuals globally. We selected December 31, 2023, which was the last day of fiscal 2023, as the date upon which we would identify the median employee. The median employee is required to be updated only after the passage of three years or if recalculation would cause a material change in the ratio. For 2025, as permitted, we used the employee who was identified in 2023 as our median paid employee as that individual is still employed and there have been no significant changes to our global employee population. Our median employee’s total annual compensation in 2025 was $12,939 1. Our CEO’s total annual compensation in 2025 for purposes of calculating the CEO pay ratio was $3,593,069. The ratio of our CEO’s total annual compensation compared to the total annual compensation of our median employee is 278 to 1. We also compared the CEO's 2025 total cash compensation to the total cash compensation of our median paid employee. The total cash compensation ratio is 103 to 1. 1Amounts reported are converted to U.S. dollars for purposes of the CEO Pay Ratio using the applicable December 31, 2025 USD/CNY exchange rate for the employee based in China

  73. Director Compensation

    Director Compensation Non-employee directors are compensated for their services as directors as shown in the following chart.

  74. Director Compensation

    | 2025 Schedule of Director Fees | | | Cash Compensation | | | Annual Retainer-Director | $90,000 | | Annual Retainer-Chairman | $170,000 | | Additional Compensation: | | | Audit Committee Chair | $20,000 | | Compensation Committee Chair | $15,000 | | Nominating & Corporate Governance Committee Chair | $13,000 | | Compliance & Ethics Committee Chair | $13,000 | | Equity Compensation | | | Date of grant value | $135,000 |

  75. Director Compensation

    The Compensation Committee reviews director compensation annually relative to data of the Company’s Comparator Group provided by its independent compensation consultant, and recommends changes to the full Board for approval, as appropriate. For 2025, the annual cash retainer and the annual equity grant was unchanged from 2024. Under the Directors’ Restricted Shares Plan and 2025 Long Term Incentive Plan, non-employee directors may receive awards of restricted common shares. On March 10, 2025, the Company granted each non-employee director 10,000 restricted common shares under the Directors’ Restricted Shares Plan (grant-date fair value: $51,600), which vested on March 2, 2026. On May 13, 2025, the Company granted each non-employee director 16,194 restricted common shares under the 2025 Long Term Incentive Plan (grant-date fair value: $83,400), which are scheduled to vest on May 13, 2026.

  76. Director Compensation Table

    Director Compensation Table

  77. Director Compensation Table

    | Non-Employee Director(1) | 2025 Annual Cash Retainer | Committee Chair Fees | Fees Earned or Paid in Cash | Stock Awards ($) | Total Compensation ($) | | Ira C. Kaplan | $90,000 | $— | $90,000 | $135,000 | $225,000 | | Kim Korth | $90,000 | $15,000 | $105,000 | $135,000 | $240,000 | | William M. Lasky | $170,000 | $13,000 | $183,000 | $135,000 | $318,000 | | George S. Mayes, Jr.(2) | $45,000 | $6,500 | $51,500 | $135,000 | $186,500 | | Paul J. Schlather(2) | $45,000 | $— | $45,000 | $135,000 | $180,000 | | Frank S. Sklarsky | $90,000 | $20,000 | $110,000 | $135,000 | $245,000 | | Sheila Rutt | $90,000 | $6,500 | $96,500 | $135,000 | $231,500 | | Carsten J. Reinhardt | $90,000 | $— | $90,000 | $135,000 | $225,000 |

  78. Director Compensation Table

    (1)The amounts included in the “Stock Awards” column represent fair value at grant date of restricted common share awards to directors, computed in accordance with FASB ASC Topic 718. For a discussion of the valuation assumptions, see Note 8 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. (2)Mr. Mayes’ and Mr. Schlather’s tenure as directors ended at the 2025 Annual Meeting of Shareholders.

  79. Maximum Annual Director Compensation Policy

    Maximum Annual Director Compensation Policy The Directors’ Restricted Shares Plan previously provided a maximum annual limit for equity grants to any non‑employee director of 10,000 shares. Effective December 9, 2025, the Board terminated the Directors’ Restricted Shares Plan and as a result no further grants may be made and any remaining shares available for issuance were cancelled. Outstanding awards remain governed by their terms until vested and settled, canceled, or forfeited. The 2025 Long‑Term Incentive Plan includes the Company’s annual non‑employee director compensation limit— the maximum value of Awards granted during a single fiscal year to any non‑employee director, taken together with any cash fees paid to that director during the fiscal year and the value of awards granted to that director under any other Company equity compensation plan during the fiscal year, may not exceed $350,000 (based on grant‑date fair value for financial reporting purposes); provided that this limit is $400,000 for any fiscal year in which a non‑employee director (i) first commences service on the Board, (ii) serves on a special committee of the Board, or (iii) serves as lead director or chairman of the Board.