DEF 14A of Motorcar Parts Of America Inc, Jul 29, 2025

DEF 14A of Motorcar Parts Of America Inc

Filed Jul 29, 2025 · FY20250001140361-25-027660

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS We are asking our shareholders to elect ten members to serve on our Board of Directors (the “Board”) for a one-year term of office or until their respective successors are elected and qualified. Our Board of Directors has nominated the ten individuals named below for election as directors. Each nominee has agreed to serve as a director if elected. Election of each of the director nominees requires the affirmative vote of the majority of total votes cast with respect to his or her election (that is, the number of votes cast “FOR” the nominee must exceed the number of votes cast “AGAINST” the nominee). Votes cast include votes against but exclude abstentions and broker non-votes with respect to a nominee’s election, and abstentions and broker non-votes will have no effect on the election of any director. The majority voting standard does not apply, however, in a contested election where the number of director nominees exceeds the number of directors to be elected at an Annual Meeting of stockholders. In such circumstances, directors will instead be elected by a plurality of all the votes cast at the Annual Meeting at which a quorum is present. The election of directors at our Annual Meeting this year is not contested. Each of our nominees, Selwyn Joffe, Joseph Ferguson, Dr. David Bryan, Philip Gay, F. Jack Liebau Jr., Jeffrey Mirvis, Anil Shrivastava, Douglas Trussler, Patricia (Tribby) W. Warfield and Barbara Whittaker is currently serving as a director, and were elected at our last annual meeting of shareholders. Our directors will hold office until the next annual meeting of shareholders, or until their successors are elected and qualified. The persons named as proxies in the accompanying form of proxy have advised us that at the meeting, they will vote for the election of the nominees named below, unless a contrary direction is indicated. If any of these nominees becomes unavailable for election to our Board of Directors for any reason, the persons named as proxies have discretionary authority to vote for one or more alternative nominees designated by our Board of Directors. Pursuant to the Convertible Note Transaction that closed on March 31, 2023 (the “Note Transaction), and at the recommendation of the Nominating and Corporate Governance Committee of the Board, the Board appointed Douglas Trussler to the Board to serve until the Company’s 2023 Annual Meeting of Shareholders, at which he was elected to continue to serve by the Company’s shareholders. The Nominating and Corporate Governance Committee and the Board have determined that, due to the Company’s ongoing obligations related to the Note Transaction, Mr. Trussler is not independent. The Board of Directors recommends that shareholders vote FOR each of the nominees named below.

  2. Information Concerning our Board of Directors and our Nominees to our Board of Directors

    Information Concerning our Board of Directors and our Nominees to our Board of Directors The nominees for election to our Board of Directors, their ages and present positions with the Company, are as follows: Selwyn Joffe, 67, has been our Chairman of the Board of Directors, President and Chief Executive Officer since February 2003. He has been a director of our Company since 1994 and Chairman since November 1999. From 1995 until his election to his present positions, he served as a consultant to us. Prior to February 2003, Mr. Joffe was Chairman and Chief Executive Officer of Protea Group, Inc. a company specializing in consulting and acquisition services. From September 2000 to December 2001, Mr. Joffe served as President and Chief Executive Officer of Netlock Technologies, a company that specializes in securing network communications. In 1997, Mr. Joffe co-founded Palace Entertainment, Inc., a roll-up of amusement parks and served as its President and Chief Operating Officer until August 2000. Prior to the founding of Palace Entertainment, Inc., Mr. Joffe was the President and Chief Executive Officer of Wolfgang Puck Food Company from 1989 to 1996. Mr. Joffe serves on the board of directors of the California, Arizona and Nevada Automotive Wholesaler’s Association (CAWA), an industry trade association. Mr. Joffe is a graduate of Emory University with degrees in both Business and Law and is a Certified Public Accountant. As our most senior executive, Mr. Joffe provides the Board of Directors with insight into our business operations, management and strategic opportunities. His history with our Company and industry experience has led the Board of Directors to conclude that he should serve as a director and Chairman of our Company. Dr. David Bryan, 73, joined our Board of Directors on June 9, 2016. Dr. Bryan is a member of our Nominating and Corporate Governance Committee. Dr. Bryan currently directs The Center for The Common Good, a joint venture of The Herb Alpert Foundation and New Roads School, to incubate creative innovation in business, education and community partnerships. In addition, Dr. Bryan consults privately with several Los Angeles-based not-for-profit and for-profit businesses on matters of board and workplace organization, employee training and online education, and generational workplace dynamics. Dr. Bryan is also an active content creator and co-producer for his podcast, Curiosity Invited. Previously, Dr. Bryan lectured in the Economics Department of University of California at Santa Cruz from 2014 to 2020. Dr. Bryan was Co-founder and Founding Head of New Roads School from 1995 to 2013. Dr. Bryan is currently the Chair of the 501(c)(3) and 501(c)(4) boards at Los Angeles-based Brave New Films and previously was a member of the board of The Ojai Foundation. Dr. Bryan received a B.A. from the State University of New York at Stony Brook, an M.S. from the University of California at Los Angeles and a J.D. and Ph.D. from the State University of New York at Buffalo. Dr. Bryan’s extensive experience in the education industry and a variety of businesses, as well as his extensive experience with information security and communication, have led the Board of Directors to conclude that he should serve as a director of our Company. Joseph Ferguson, 58, joined our Board of Directors on June 9, 2016. Mr. Ferguson is our Lead Independent Director, and a member of our Audit Committee. Mr. Ferguson is a Co-Founder and Managing Partner at Vicente Capital Partners, a Los Angeles-based investment firm providing capital to privately-held growth companies across North America. Over the past 29 years, Mr. Ferguson‘s private equity firm has made 65 investments. He has served on numerous boards and has served as Board Chairman and on compensation and audit committees. Prior to co-founding Vicente in 2009, Mr. Ferguson was a partner at Kline Hawkes & Company, which he joined at the firm’s inception in 1995. Mr. Ferguson began his career as an investment banker for Merrill Lynch & Co where he was a member of the Energy and Natural Resources Group and the General Corporate Finance Group. From 1989 to 1994, he worked on over 30 public and private transactions for numerous emerging growth and middle market companies. Mr. Ferguson currently serves on the board of directors of SMT, Intellectual Technology, Inc., Global LT and 180 Health Services, LLC, each of which is privately- held. He also serves on the board of directors of Oaktree Strategic Credit Fund and Oaktree Gardens OLP, each a public closed end fund. Mr. Ferguson is a member of the Board of Trustees for The Wildwood School, the Toigo Board of Directors and a member of the Board of Advisors at UCLA Anderson School of Management. Mr. Ferguson received a B.B.A. in Finance from Southern Methodist University and an M.B.A. from the UCLA Anderson School of Management. Mr. Ferguson’s business skills and experience, leadership expertise, knowledge of complex global business and financial matters have led the Board of Directors to conclude that he should serve as our Lead Independent Director of our Company. Philip Gay, 67, joined our Board of Directors on November 30, 2004. He chairs our Audit Committee. Mr. Gay currently serves as a partner at Paperchase, since October 2022, a global business accounting and advisory service firm that assists mid-cap sized companies with financing, mergers and acquisitions and strategic financing. Mr. Gay sold his firm Triple Enterprises to Paperchase in September 2022, which he had run from October 2010 until then (operating in same key areas). From April 2018 through January 2020, Mr. Gay served as co-CEO of Giggles N Hugs, Inc., a publicly-traded company. From March 2015 to May 2015, Mr. Gay served as a director and chief executive officer at Diego Pellicer Worldwide Inc., a publicly-traded company. From July 2006 until June 2010, Mr. Gay served as President, Chief Executive Officer and a Director of Grill Concepts, Inc. a company that operates a chain of upscale casual restaurants throughout the United States. From March 2000 to November 2001, Mr. Gay served as an independent consultant with El Paso Energy from time to time and assisted El Paso Energy with its efforts to reduce overall operating and manufacturing overhead costs. Previously he has served as chief financial officer for California Pizza Kitchen (1987 to 1994) and Wolfgang Puck Food Company (1994 to 1996), and he has held various Chief Operating Officer and Chief Executive Officer positions at Color Me Mine and Diversified Food Group from 1996 to 2000. Mr. Gay, a retired Certified Public Accountant, was an audit manager at Laventhol and Horwath. He is a graduate of the London School of Economics with a B.Sc. in economics. Mr. Gay’s leadership experience, general business and public company knowledge, experience in mergers and acquisitions, literacy and expertise, accounting skills and competency and overall financial acumen have led the Board of Directors to conclude that he should serve as a director of our Company.

  3. Information Concerning our Board of Directors and our Nominees to our Board of Directors

    F. Jack Liebau, Jr. 61, joined our Board of Directors on September 5, 2024. He is a member of our Audit and Nominating and Corporate Governance Committees. Mr. Liebau has been a director since 2015 and Chairman of NYSE-listed Myers Industries since 2016, a director since 2023 and Chairman of Nasdaq-listed STRATTEC Security Corp. since 2024. He currently serves on the compensation, audit and nominating and governance committees of Myers Industries and STRATTEC Security Corp. He was a managing director of Beach Investment Counsel (2020-2024). Mr. Liebau previously was a director of publicly-listed Media General, Herley Industries, and Pep Boys. He is also a Director, since its formation in 2020, of the BNY Mellon ETF Trust. Mr. Liebau has been a partner and equity portfolio manager at Primecap Management (1986-2003) where he co-managed two Vanguard Funds, at Liebau Asset Management (2003-2011), and at Davis Funds (2011-2013). He was President and CEO of Roundwood Asset Management (2013-2015). He is currently CFO and Director of the Edwin Gregson Foundation. He graduated from Phillips Academy, Andover. He received a B.A. in economics with honors from Stanford University. He completed an executive education course at the University of Oxford, Said Business School in 2015. Mr. Liebau’s extensive financial, strategic, compliance, enterprise risk management, ESG, IT, cybersecurity and executive experience, working with companies in a variety of industries, along with his public board and governance experience give him pertinent insights to communicate with various constituencies and have led the Board of Directors to conclude that he should serve as a director of our Company. Jeffrey Mirvis, 61, joined our Board of Directors on February 3, 2009. Mr. Mirvis is a member of our Compensation and Human Resources committee (the “Compensation Committee”). He is the chair of the Compensation Committee. Mr. Mirvis is currently the Chief Executive Officer of MGT Industries, Inc. (“MGT”), a privately-held apparel company based in Los Angeles. As Chief Executive Officer of MGT, Mr. Mirvis successfully moved all production and sourcing to Asia. During his 24 year tenure as chief executive, Mr. Mirvis has gained valuable knowledge of manufacturing in Asia. Prior to joining MGT in 1990, Mr. Mirvis served as a commercial loan officer at Union Bank of California following his completion of the Union Bank of California’s Commercial Lending Program. He earned a Bachelor of Arts degree in economics from the University of California at Santa Barbara. He served as a board member of Wildwood School in Los Angeles, for nine years. Mr. Mirvis’ international business experience, operational and production expertise, leadership experience and organizational management have led the Board of Directors to conclude he should serve as a director of our Company. Anil Shrivastava, 56, joined our Board of Directors on September 5, 2024. He is a member of our Compensation and our Audit Committees. Mr. Shrivastava was the Founder of 325 Capital in 2020 and is currently its Managing Partner. He has spent 16 years investing in companies and has served on the board of five private companies including three as Chairman. Prior to 325 Capital, he was a Partner at Sagard Capital from 2012 – 2018 where he focused on blueprint development, management relationships, and team development. He was also a Managing Director in the Healthcare group at Vestar Capital, a private equity firm, from 2007 - 2023. He spent 15 years at Bain & Company where he was a partner in the Private Equity and Healthcare Practices and supported clients in Boston, Sydney, London, and New York offices. He is currently a Trustee at the New York Hall of Science. Mr. Shrivastava graduated with honors in Economics from Harvard College and earned an M.B.A at Harvard Business School. Mr. Shrivastava’s extensive financial experience, and detailed understanding of microcap and small cap companies and their investors have led the Board of Directors to conclude that he should serve as a director of our Company. Douglas Trussler, 54, joined our Board on March 31, 2023. Mr. Trussler was the co-founder of Bison Capital in 2001 and serves as their General Partner of Funds. Mr. Trussler has been responsible for the management of six institutional private equity funds totaling more than $1.0 billion in capital commitments from some of the largest institutional investors in the US. Previously, from 1993 to 2000, Mr. Trussler was at Windward Capital Partners LP and at Credit Suisse First Boston. Mr. Trussler is currently a member of the Board of Directors of Sentinel Offender Services, LLC, Silicon Recycling Services, LLC, FinFit, LLC, TwinMed, LLC, Ocean Media, LLC, Lapmaster Holdings, LLC, Total Scholastic Solutions and Motive Energy, all private companies. In the past ten years, Mr. Trussler was formerly a member of the Board of Directors of General Finance Corporation, KeyTech Limited, Ease Entertainment Services, LLC, MVConnect Holdings, LLC, Clinical Research Laboratories, LLC, Performance Team Freight Systems, Inc., Big Rock Sports, LLC, and Global Benefits Group, Inc. In total, Mr. Trussler has served on more than 30 public and private company boards in businesses located around the world. Mr. Trussler earned an Honors in Business Administration (HBA) degree from the Ivey Business School at the University of Western Ontario. Other than set forth in the Certain Relationships and Related Transactions section below, there are no transactions between Mr. Trussler and the Company that would be reportable under Item 404(a) of Regulation S-K. Mr. Trussler’s extensive financial experience, worldwide and strategic understanding of the aftermarket auto parts space have led the Board of Directors to conclude that he should serve as a director of our Company. Patricia (Tribby) W. Warfield, 65, joined our Board in January 2022. She is a member of our Compensation Committee. Ms. Warfield most recently served as the chairman and CEO of APC Automotive Technologies, from 2019 to 2020, overseeing a restructuring and a strategic refocusing of the business on braking and exhaust-related products.(1) From 2017 - 2019, she served as SVP, business development and strategy for Nitta Corporation, a Japanese global provider of power transmission and conveyor belting products for Europe, Middle East & Africa. Previously, from 2014 - 2017, Ms. Warfield held dual positions at Kaman Corporation, as SVP and general manager for Kaman Fluid Power and Kaman Automation. Her career includes 25 years, from 1988 – 2013, with the Gates Corporation

  4. Information Concerning our Board of Directors and our Nominees to our Board of Directors

    | 1 | During Ms. Warfield’s tenure, APC instituted bankruptcy proceedings in the US Bankruptcy Court for the District of Delaware under Chapter 11 of the US Bankruptcy Code on June 4, 2020. APC confirmed its Chapter 11 reorganization on July 10, 2020, effective July 24, 2020. |

  5. Information Concerning our Board of Directors and our Nominees to our Board of Directors

    (NYSE: GTES) including 11 consecutive years in Europe in key executive management and operational positions. Ms. Warfield currently serves on the board of Badger Infrastructure Solutions Ltd. (BDGI-TSX), a publicly-traded Canadian company, where she is a member of the Audit and HR & Compensation Committees. She is also a board advisor to five private equity sponsored diversified manufacturing and distribution portfolio companies. She is an advisory board member of the University of Colorado Denver Business School, and formerly served as an adjunct professor and guest lecturer at the Daniels College of Business at the University of Denver. She is a member of the Institute of Corporate Directors, as well as The Committee of 200, comprised of the world’s most successful women entrepreneurs and corporate innovators. Ms. Warfield graduated cum laude with a bachelor’s degree in Business Administration from National University, San Diego. Ms. Warfield’s automotive and manufacturing experience, strategic understanding of our core customer, and strong understanding of markets outside the United States have led the Board of Directors to conclude that she should serve as a director of Company. Barbara L. Whittaker, 74, joined our Board of Directors on February 21, 2017. Ms. Whittaker chairs our Nominating and Governance Committee. Ms. Whittaker is a business strategist and procurement and supply chain expert with extensive experience in the automotive industry, at original equipment manufacturers, suppliers, and the aftermarket. In 2010 Ms. Whittaker founded BW Limited LLC, which focuses on providing companies business and procurement strategies that lead to improvements in operating performance. She led a majority supplier joint venture team in 2011 that created and launched Detroit Manufacturing systems, a direct supplier to the automotive industry, supplying interior components. She held a position there as Vice President and Corporate Secretary until 2018. Her more recent work with companies has been in business strategy development, joint venture creation and diversity development in the business and non-profit sectors. Her career started with General Motors Corporation and Delphi Automotive where she held leadership positions of increasing responsibility over many years both in the United States and in Europe. Prior to her retirement from General Motors, Ms. Whittaker’s position was Executive Director of Global Purchasing. Ms. Whittaker holds a Bachelor of Industrial Administration degree from General Motors Institute (now Kettering University), M.B.A. degree from Wayne State University, and has also completed the Advanced Management Program at INSEAD in France, and the Executive Development program at University of Michigan. In addition to this formal education, she holds Six Sigma Green Belt certification and has completed the Kellogg, Women’s Director Development Program. She currently serves on the board of directors of Hall Capital Partners and the Oakland County Art Authority (both private companies) and has also held board positions at ChanelNet, Care House of Oakland County, Detroit Manufacturing Systems and Piston Group in the past, each of which is privately-held. Ms. Whittaker’s automotive experience, supply chain expertise, global leadership experience and strategy development skills have led the Board of Directors to conclude that she should serve as a director of the Company. Snapshot of Director Nominees The following tables provide summary information about our director nominees. Additional information about our director nominees can be found above in their biographies.

  6. Information Concerning our Board of Directors and our Nominees to our Board of Directors

    | Name | Age | Director Since | Principal Occupation | Independent | Committee Member | Other Public Company Boards | Relevant Experience | | Selwyn Joffe | 67 | Director 1994, Chairman of the Board 1999 | President and Chief Executive Officer of Motorcar Parts of America, Inc. | No | | | 22 years as CEO of the Company | | David Bryan | 73 | June 9, 2016 | Directs Center of the Common Good, Co-Founder, Former Head of New Roads School | Yes | • Nominating and Corporate Governance | | Training, Communications, Cybersecurity | | Joseph Ferguson | 58 | June 9, 2016 | Managing Partner of Vicente Capital Partners | Yes | • Audit | 2 | Private Equity, Financial | | Philip Gay | 67 | November 30, 2004 | Managing Director of Triple Enterprises | Yes | • Audit (C) | | Public Co. CEO (2x), Public Co. Financial & Risk Expertise | | F. Jack Liebau, Jr. | 61 | September 5, 2024 | Independent Board Chairman of Myers Industries & Strattec Security Corp, Trustee of BNY Mellon ETF Trust | Yes | • Audit and Compensation | 2 | Public Company Board experience within similar industries, Governance and Compliance | | Jeffrey Mirvis | 61 | February 3, 2009 | Chief Executive Officer of MGT Industries, Inc. | Yes | • Compensation (C) • Nominating and Corporate Governance | | Supply Chain, Finance, and Compensation | | Anil Shrivastava | 56 | September 5, 2024 | Founder and Managing Partner of 325 Capital | Yes | • Audit and Compensation | | Private Equity, Financial, Investor | | Douglas Trussler | 54 | March 31, 2023 | Co-founder of Bison Capital and General Partner of their Funds | No | | | Private Equity, Financial, Investor & Public Company | | Barbara L. Whittaker | 74 | February 21, 2017 | Founder of BW Limited LLC | Yes | • Nominating and Corporate Governance (C) | | Automotive Public Co. Executive, DEI | | Patricia (Tribby) W. Warfield | 65 | January 26, 2022 | Recently served as Chairwoman and CEO of APC Automotive Technologies | Yes | • Compensation | 1 | Aftermarket Executive, Private Equity |

  7. Information Concerning our Board of Directors and our Nominees to our Board of Directors

    (C) Committee Chair

  8. Information Concerning our Board of Directors and our Nominees to our Board of Directors

    | Gender Diversity | Average Age | Racial/Ethnic Diversity | Average Tenure | Independence | | 20% | 63.5 Years | 40% | 10.2 Years | 80% |

  9. Information Concerning our Board of Directors and our Nominees to our Board of Directors

    In response to a questionnaire sent to the non-employee directors by the Company, each non-employee director rated him or herself based on the following scale: None = No Skill/Experience; Some = Some Skill/Experience; and Significant = Significant Skill/Experience.

  10. Information Concerning our Board of Directors and our Nominees to our Board of Directors

    | Skills & Experience Matrix | | | | | | | | | | | Skill/Experience Type | Director Name | | | | | | | | | | | Bryan | Ferguson | Gay | Liebau | Mirvis | Shrivastava | Trussler | Warfield | Whittaker | | Public Company Experience Experience with public company reporting obligations, investor interaction, and governance requirements. | Some | Significant | Significant | Significant | Some | Significant | Significant | Some | Some | | International Business Experience Broad exposure to companies or organizations that have an international presence, including developing and managing business in international markets. | None | Some | Some | Some | Some | Some | Significant | Significant | Significant | | Corporate Governance Experience Experience in setting board agenda; familiarity with corporate charter documents and corporate compliance and ethics policies; knowledge and understanding of governance planning, implementation and review process; experience in encouraging management accountability and protecting stockholder interests. | Significant | Significant | Significant | Significant | None | Some | Significant | Significant | Significant | | Capital Allocation/ Corporate Financing Experience Experience in making capital allocation decisions; experience in financing or capital markets transactions. | None | Significant | Significant | Significant | Some | Significant | Significant | Significant | Some |

  11. Information Concerning our Board of Directors and our Nominees to our Board of Directors

    | Skills & Experience Matrix | | | | | | | | | | | Skill/Experience Type | Director Name | | | | | | | | | | | Bryan | Ferguson | Gay | Liebau | Mirvis | Shrivastava | Trussler | Warfield | Whittaker | | Financial Literacy/ Expertise Experience in accounting or financial reporting, including understanding of internal controls; experience in overseeing financial reporting and controls. | Some | Significant | Significant | Significant | Some | Significant | Significant | Some | Some | | Information Services and Technology Experience Knowledge of IT solutions for key corporate functions; experience in overseeing the implementation of such IT solutions and using such solutions to improve business performance; particular experience with social media and online platforms. | Some | Some | Some | Some | None | Some | Significant | Some | Significant | | Legal/Regulatory/ Public Policy Experience Familiarity with governmental regulations applicable to the Company’s industry; experience in legal and regulatory compliance; experience in lobbying, advocacy and government relations. | None | Some | Some | Some | None | Some | Some | Some | Some |

  12. Information Concerning our Board of Directors and our Nominees to our Board of Directors

    | Skills & Experience Matrix | | | | | | | | | | | Skill/Experience Type | Director Name | | | | | | | | | | | Bryan | Ferguson | Gay | Liebau | Mirvis | Shrivastava | Trussler | Warfield | Whittaker | | Marketing/Sales/ Business Development Experience Experience in enhancing sales in existing markets and developing new markets for growth; experience in marketing communication, brand strategy development, and advertising; knowledge and understanding of business development, strategic planning, implementation, and review processes. | Some | Some | Some | None | Some | Significant | Some | Significant | Some | | Strategic Planning Experience Experience in leading corporate strategy discussions at the board level; experience with developing and implementing strategies for growth and optimization, including mergers and acquisitions, joint ventures, and divestitures; experience with setting strategic agenda. | Significant | Significant | Significant | Some | Some | Significant | Significant | Significant | Significant | | Human Resource, Executive Compensation, and Talent Management Experience Broad experience in executive development, performance and compensation; experience with HR strategies and efforts to attract, motivate, and retain candidates for key positions; experience in talent development, including developing diversity, equity, and inclusion in workforce. | Significant | Significant | Some | Some | Some | Some | Some | Significant | Significant |

  13. Information Concerning our Board of Directors and our Nominees to our Board of Directors

    | Skills & Experience Matrix | | | | | | | | | | | Skill/Experience Type | Director Name | | | | | | | | | | | Bryan | Ferguson | Gay | Liebau | Mirvis | Shrivastava | Trussler | Warfield | Whittaker | | Senior Leadership Experience Experience as chief executive officer, president, chairman, or in a similar leadership position at a large company or other large organization. | Significant | Significant | Some | Significant | Some | None | Significant | Significant | None | | Cybersecurity/ Data Privacy Experience in overseeing and managing cybersecurity and data privacy risks; history of leadership roles in cyber risk management; degrees, certifications, or other background in cybersecurity. | Some | Some | Some | None | None | Some | Some | None | None | | ESG and Climate Risks Experience in overseeing and managing ESG practices and initiatives; skills and knowledge in climate-related strategic planning, risk mitigation, and management; ability to provide oversight and advice relating to climate-related risks. | Significant | Some | None | None | None | None | None | Some | Some | | Industry Experience Experience with the Company’s industry; perspective and knowledge of industry-related information, including insights on the industry’s challenges and opportunities and experience to operate withing and through economic cycles. | Some | Some | Some | Some | None | Some | Significant | Significant | Significant |

  14. Information Concerning our Board of Directors and our Nominees to our Board of Directors

    | Skills & Experience Matrix | | | | | | | | | | | Skill/Experience Type | Director Name | | | | | | | | | | | Bryan | Ferguson | Gay | Liebau | Mirvis | Shrivastava | Trussler | Warfield | Whittaker | | Shareholder Advocacy Experience in shareholder engagement; ability to identify and understand shareholder expectations and facilitate changes based on shareholder communications. | Some | Significant | Some | Significant | None | Significant | Some | Some | Some |

  15. Compensation Discussion and Analysis

    Compensation Discussion and Analysis A strong commitment to enhancing shareholder value has been a guiding force throughout the Company’s history. Consistent with the overall objective to enhance shareholder value, management strives to achieve key target metrics derived from our strategic plans overseen by the Board. These metrics are developed by the Compensation Committee with input from management and oversight by the Board. During Fiscal 2025, it was determined that priority be given to generating positive cash flow from operating activities, with emphasis on net income(2) and net sales, as reflected in the performance measures selected for our annual cash incentive plan (“Annual Cash Incentive Plan”) for Fiscal 2025. Executive Compensation Summary. Our named executive officers for Fiscal 2025 were:

  16. Compensation Discussion and Analysis

    | • | Reward our executive officers for their contribution to our success in building long-term shareholder value; and |

  17. Actions Taken

    | • | Set our Annual Cash Incentive Plan performance goals for our named executive officers to 100% company-based performance goals to promote and reinforce our One MPA mandate; |

  18. Actions Taken

    | • | All equity granted in Fiscal 2025 was long-term, and with respect to performance-based awards, included rigorous and challenging targets for vesting. |

  19. Actions Taken

    | What We Do | What We Don’t Do | | Align pay with performance | No “single-trigger” equity acceleration in connection with a change in control | | Formulaic cash-based incentive program, with 100% in FY25 of total cash-based annual incentive award opportunity for our named executive officers tied to objective financial performance goals | Do not provide above-market interest rates on deferred compensation | | Maintain significant stock ownership requirements: 3x base salary (CEO) and 2x base salary (other named executive officers) | Do not re-price or exchange stock options without shareholder approval | | Maintain a clawback policy (see “Governance Policies and Guidelines—Clawback Policy” above) | Do not allow hedging or pledging of our equity securities | | Annual say-on-pay vote | | | Seek and respond to input from our shareholders regarding executive compensation | | | Compensation Committee receives advice from an independent compensation consultant | |

  20. Engagement with Shareholders

    Engagement with Shareholders We openly encourage direct dialogue between management and shareholders, and aim to make contact with our shareholder base at least on a quarterly basis. We host an open conference call to discuss earnings and have a “no restriction” question and answer session for our participants. In addition we actively engage with our shareholders in person, by phone, and through written correspondence. During Fiscal 2025, we met via conference call / video and in person with most of our largest shareholders and many other shareholders. We consider the shareholders’ feedback offered during those meetings and continue to improve our corporate governance, communication and executive compensation practices. We regularly attend investment conferences (in-person and virtual) where we engage with shareholders and potential shareholders and host in-person and virtual meetings with shareholders and potential shareholders. We engage in Q&A sessions after each earnings release conference call. Consistent with feedback from shareholders we have received in the past two fiscal years, we heard that shareholders want incentive compensation directly tied to financial results, especially Cash from Operating Activities, and stock price. Determination of Compensation Decisions. The Compensation Committee is responsible for establishing, developing and maintaining our executive compensation program. The role of the Compensation Committee is to oversee our compensation and benefits plans and policies, administer our equity incentive plans and review and approve all compensation decisions relating to all executive officers and directors. For the Compensation Committee to perform its function, the following process for determining executive compensation decisions has been followed. Engagement of Compensation Committee Consultant. The Compensation Committee considered analysis and advice provided by Willis Towers Watson (“WTW”) in prior fiscal years when making compensation decisions for our named executive officers with regard to Fiscal 2025 compensation. Peer Group. For Fiscal 2025, the Compensation Committee used the following peer group: Dorman Products Inc., Fox Factor Holding Corp., Modine Manufacturing Co., Myers Industries, Inc.,The Shyft Group Inc., Standard Motor Products Inc., Stoneridge Inc., Strattec Security Corp., Gentherm, Inc., Superior Industries International Inc. and Voxx International Corporation (the “Fiscal 2025 Peer Group”). Given the limitations of our Fiscal 2025 Peer Group in assessing compensation for our named executive officers, we also take into account compensation data regarding executives of other companies with similar revenue to obtain a more fulsome view of the market (together with the Fiscal 2025 Peer Group, the “Market”). For Fiscal 2026, the Compensation Committee engaged WTW to, among other things, develop an updated peer group. WTW proposed and the Compensation Committee adopted a new peer group consisting of the Fiscal 2025 Peer Group plus the following companies: Titan International, Inc., Columbus McKinnon Corporation, Holley, Inc., Europac Tool Group Corp., Douglas Dynamics, Inc., L.B. Foster Company and NN, Inc. WTW does not perform any other consulting work or any other services for our Company, other than valuation work related to Monte Carlo simulations for the Fiscal 2022, Fiscal 2023, Fiscal 2024 and Fiscal 2025, relative TSR metrics in the PSUs and Pay for Performance and CAP calculations for Fiscal 2023, Fiscal 2024 and Fiscal 2025. WTW reports directly to the Compensation Committee, and takes direction from the Chair of the Compensation Committee. The Compensation Committee has assessed the independence of WTW pursuant to the rules prescribed by the SEC and has concluded that no conflict of interest existed or currently exists that would prevent WTW from serving as an independent consultant to the Compensation Committee. The Compensation Committee believes that executive compensation, in aggregate, was within a competitive range at the 50% percentile plus or minus 10% of the Market for base salary, target total cash and target total direct both inclusive and exclusive of the CEO with variation by individual. When managing executive compensation towards our compensation philosophy, we focus on competitiveness in the aggregate with the understanding and expectation of individual variation relative to the Market. Determining Executive Compensation. Base Salaries. Our general policy is to initially set the base salaries of our named executive officers at levels that are competitive with our peers, and we generally only increase salaries in the case of promotions or significant increases to an officer’s duties and responsibilities. In Mr. Joffe’s case, his employment agreement provides for review of his base salary from time to time. Any increases to base salaries for the CEO are reviewed by the Compensation Committee on a case-by-case basis. The following table sets forth the Fiscal 2024 and Fiscal 2025 base salaries for each named executive officer:

  21. Engagement with Shareholders

    The increases in base salaries shown in the table above were based on merit increases or increases in the respective officer’s duties and responsibilities or a combination of merit increases and increases in duties and responsibilities. Annual Cash Incentive Program. Prior to Fiscal 2024, we administered an annual cash incentive compensation program (“Annual Cash Incentive Program”) that aimed to reward our named executive officers for the achievement of key company and individual performance goals. However, starting in Fiscal 2024 and continuing in Fiscal 2025, the Compensation Committee determined that the named executive officers should be wholly focused as “One Team” on achieving the company performance goals and removed the individual performance goals from our Annual Cash Incentive Program. For Fiscal 2025, the company performance goals were Net Income after Adjustments, Net Sales and Cash from Operating Activities. As discussed in more detail below, these goals were chosen because our shareholders have indicated to us they are most essential to their analytics. The performance goals are established by the Compensation Committee following its review of the budget approved by the Board of Directors. The Compensation Committee then creates company performance goals, considering its analysis of the current state of the overall economy, our industry’s outlook and the Company budget, to strengthen the Company’s financials and ultimately create shareholder value. The Board and Compensation Committee strive to set meaningful goals that give our named executive officers the opportunity to positively affect the Company and increase the stock price. The target for each company performance goal equates to the target set forth in the Company budget and the threshold and maximum are a percentage below and above said target. If the Company’s actual performance was lower or higher than the target amount established for the relevant metric the bonus earned with respect to that goal was interpolated between either the threshold and the target amounts (50% and 100%) or the target amount and the maximum amount (100% and 150%) for each goal, multiplied by the percentage weighting for that goal.

  22. Fiscal 2025 Annual Cash Incentive Plan Company Performance Goals

    Fiscal 2025 Annual Cash Incentive Plan Company Performance Goals For Fiscal 2025, the company performance goals, weightings and thresholds, targets and maximums were as follows:

  23. Fiscal 2025 Annual Cash Incentive Plan Company Performance Goals

    | | % of Company Performance Goal Target Bonus | Threshold (50%) | Target (100%) | Maximum (150%) | | Net Income after Adjustments | 25% weight | $14,611,500 | $17,190,000 | $19,768,500 | | Net Sales | 25% weight | $743,563,000 | $761,022,000 | $778,480,000 | | Cash from Operating Activities | 50% weight | $20,391,200 | $25,489,000 | $30,586,800 |

  24. Fiscal 2025 Annual Cash Incentive Plan Company Performance Goals

    “Adjustments” means the adjustments described in the applicable Company’s earnings release attached as an exhibit to the Company’s Reports on Form 8-K filed with the SEC, reporting the Company’s results of operations and financial condition for the applicable fiscal year. The Adjustments for Fiscal 2025 are set forth on Exhibit A attached to this proxy statement. For Fiscal 2024, the company performance goals were: (i) EBITDA after Adjustments, (ii) Gross Profit after Adjustments and (iii) Cash from Operating Activities. For Fiscal 2025, the Net Income after Adjustments and Net Sales company performance goals were adopted because Net Income and Net Sales are measures of growth and profitability and Cash from Operating Activities is a key measure of our operational performance, which our shareholders have indicated to us are most essential to their analytics. The increase in the Company’s stock price from a price of $4.75 per share on June 11, 2024 (the date of the earnings release for Fiscal 2024) to $9.72 per share on June 9, 2025 (the date of the earnings release for Fiscal 2025) suggests that the company performance goals for Fiscal 2025 were effective drivers of the Company’s stock price performance. The target for Cash from Operations of $25,489,000 for Fiscal 2025 was higher than the target for Cash from Operations of $19,536,000 for Fiscal 2024, but lower than the actual Cash from Operations of $39,172,000 for Fiscal 2024, which reflects the fact that Fiscal 2024 began with historically high levels of uncollected accounts receivable which when collected during the remainder of Fiscal 2024 contributed to the high level of actual Cash from Operating Activities in Fiscal 2024. The Company did not expect to have comparable high levels of uncollected accounts receivables in Fiscal 2025 so the Compensation Committee set the target for Cash from Operations ($25,489,000) at a level lower than the actual Cash from Operating Activities for Fiscal 2024. The Company’s actual performance with respect to the company performance goals for Fiscal 2025 is shown in the chart below:

  25. Fiscal 2025 Annual Cash Incentive Plan Company Performance Goals

    | | % of Company Performance Goal Target Bonus | Actual | % of Target Reached | Bonus | | Net Income after Adjustments | 25% weight | $16,556,000 | 87.7% | 21.9% | | Net Sales | 25% weight | $757,354,000 | 89.5% | 22.4% | | Cash from Operating Activities | 50% weight | $45,477,000 | 150% | 75.0% |

  26. Fiscal 2025 Annual Cash Incentive Plan Company Performance Goals

    For Fiscal 2025, the named executive officers received credit for 119.3% of the company performance goals (versus 75% for Fiscal 2024). The following table sets forth each named executive officer’s aggregate annual cash incentive opportunity and actual annual cash incentive payment in Fiscal 2025.

  27. Fiscal 2025 Annual Cash Incentive Plan Company Performance Goals

    | Named Executive Officer | Target Incentive Payment | Total Actual Incentive Payment | | Selwyn Joffe | $993,907 | $1,185,731 | | David Lee | $208,908 | $249,228 | | Doug Schooner | $156,029 | $186,143 | | Kamlesh Shah | $126,187 | $150,541 | | Juliet Stone | $144,690 | $172,615 |

  28. Fiscal 2025 Annual Cash Incentive Plan Company Performance Goals

    Equity-Based Incentive Program. The goal of our long-term equity-based incentive is to provide awards that align the interests of our named executive officers with the interests of our shareholders. Because vesting is generally based on continued service, in addition to performance-based metrics in most cases, our equity-based incentives also encourage the retention of our named executive officers during the award vesting period. In determining the mix of equity and size of awards to be granted to our named executive officers, we consider the value of equity awards issued by peer group companies, the total value of the compensation opportunity afforded to each named executive officer, and the individual’s position, scope of responsibility, and ability to affect profits and shareholder value. In line with shareholder recommendations, in Fiscal 2022, WTW recommended including in the total equity awards granted to our named executive officers a multi-year performance-based equity award. Since Fiscal 2022, we have continued to follow this recommendation.

  29. Fiscal 2025 Equity Grants

    Fiscal 2025 Equity Grants In Fiscal 2025, the Company granted to all of our named executive officers a 50/50 mix of restricted stock units vesting one-third on each anniversary of the grant date and long-term PSUs, vesting solely based on relative total shareholder return (“TSR”). The PSU awards granted in Fiscal 2025 vest over a three-year performance period beginning on the date of grant and ending on the third anniversary of the date of grant. TSR represents the cumulative return over the performance period (reflecting share price appreciation and dividends reinvested on the ex-dividend date) using as the starting price the closing stock price on the first day of the performance period and as the ending price the 30 trading-day average closing price ending on and including the last day of the performance period. Relative TSR is the company’s TSR relative to a peer group consisting of the Russell 3000, excluding companies classified as financials and real estate and including certain bankrupt companies and companies that cease conducting substantial business operations as ranked at the bottom of the peer group. For Fiscal 2025, the company performance goals, weightings and thresholds, targets and maximums were as follows:

  30. Fiscal 2025 Equity Grants

    | | % of Company Performance Goal Target Bonus | Threshold (50%) | Target (100%) | Maximum (150%) | | Relative TSR | 100% | 30th percentile | 55th percentile | 80th percentile |

  31. Fiscal 2025 Equity Grants

    The following table sets forth the target number of shares and grant date fair value of the equity awards granted to the named executive officers in Fiscal 2025.

  32. Fiscal 2025 Equity Grants

    | Named Executive Officer | Restricted Stock Units | Grant Date Fair Value of Restricted Stock Units | Long-term Performance - based Restricted Stock Units | Grant Date Fair Value of Long-term Performance - based Restricted Stock Units | | Selwyn Joffe | 74,659 | $508,428 | 74,659 | $652,669 | | David Lee | 27,881 | $189,869 | 27,881 | $243,736 | | Doug Schooner | 10,843 | $73,841 | 10,842 | $94,781 | | Kamlesh Shah | 13,940 | $94,931 | 13,941 | $121,872 | | Juliet Stone | 18,588 | $126,584 | 18,587 | $162,488 |

  33. Fiscal 2025 Equity Grants

    For a description of the accelerated vesting applicable to our named executive officers’ stock awards, see “Employment Agreements” and “Potential Payments Upon Termination or Change in Control Table” below.

  34. Vesting of PSUs Granted on June 20, 2022

    Vesting of PSUs Granted on June 20, 2022 The company performance goals for the vesting of the PSUs granted on June 20, 2022 consisted of: (i) EBITDA after Adjustments; (ii) Net Sales after Adjustments; and (iii) Relative TSR with the following company performance goals for each of threshold, target and maximum levels of performance.

  35. Vesting of PSUs Granted on June 20, 2022

    | | Threshold (50%) | Target (100%) | Maximum (150%) | | EBITDA after Adjustments (40%) | $105,211,000 | $109,934,000 | $115,086,000 | | Net Sales after Adjustments (30%) | $759,652,000 | $793,682,000 | $826,526,000 | | Relative TSR (30%) | 30th percentile | 55th percentile | 80th percentile |

  36. Vesting of PSUs Granted on June 20, 2022

    EBITDA after Adjustments for Fiscal 2025 was below the threshold resulting in no payout based on this company performance goal. Net Sales after Adjustments for Fiscal 2025 was $768,000,000 equating to 62.3% of the target. Relative TSR for the Performance Period (as defined below) was at the 35th percentile equating to 60% of the target. Given the weightings of these company performance measures, the named executive officers received credit for 36.7% of the company performance goals. The following table sets forth the number of PSUs that vested for each named executive officer:

  37. Vesting of PSUs Granted on June 20, 2022

    | Named Executive Officer | Target Number of Long- term Performance-based Restricted Stock Units | Number of Vested Long- term Performance-based Restricted Stock Units | | Selwyn Joffe | 38,061 | 13,964 | | David Lee | 12,476 | 4,578 | | Doug Schooner | 4,737 | 1,738 | | Kamlesh Shah | 5,213 | 1,912 | | Juliet Stone | 7,737 | 2,839 |

  38. Accounting Considerations

    Accounting Considerations ASC Topic 718, Compensation-Stock Compensation, or ASC Topic 718 requires us to recognize an expense for the fair value of equity-based compensation awards. Grants of stock options and restricted stock under our equity incentive award plans are accounted for under ASC Topic 718. The Compensation Committee regularly considers the accounting implications of significant compensation decisions, especially in connection with decisions that relate to our equity incentive award plans and programs. As accounting standards change, we may revise certain programs to appropriately align accounting expenses of our equity awards with our overall executive compensation philosophy and objectives.

  39. Summary Compensation Table

    Summary Compensation Table The following table sets forth information concerning Fiscal 2025, 2024, and 2023 compensation of our named executive officers.

  40. Summary Compensation Table

    | Name & Principal Position | Fiscal Year | Salary(1) | Bonus(2) | Stock Awards(3) | Options Awards(3) | Non-Equity Incentive Plan Compensation | All Other Compensation(4) | Total | | Selwyn Joffe Chairman of the Board, President and CEO | 2025 | $828,256 | $100 | $1,161,097 | $— | $1,185,731 | $56,837 | $3,232,021 | | | 2024 | 828,256 | 100 | 588,269 | 313,875 | 745,430 | 50,132 | 2,526,062 | | | 2023 | 828,256 | 100 | 1,909,131 | — | — | 93,264 | 2,830,752 | | David Lee Chief Financial Officer | 2025 | $379,138 | $100 | $433,605 | $— | $249,228 | $51,601 | $1,113,672 | | | 2024 | 361,746 | 100 | 219,687 | 78,375 | 149,220 | 41,323 | 850,451 | | | 2023 | 361,746 | 100 | 338,649 | — | — | 83,874 | 784,369 | | Doug Schooner Chief Manufacturing Officer, SVP, Operations Under-the-Car Product Lines | 2025 | $444,982 | $100 | $168,622 | $— | $186,143 | $55,613 | $855,460 | | | 2024 | 424,570 | 100 | 85,433 | — | 111,450 | 41,613 | 663,166 | | | 2023 | 423,628 | 100 | 128,594 | — | — | 85,513 | 637,835 | | Kamlesh Shah Chief Accounting Officer | 2025 | $314,892 | $100 | $216,803 | $— | $150,541 | $49,574 | $731,910 | | | 2024 | 300,446 | 100 | 109,842 | 17,625 | 90,134 | 29,089 | 547,236 | | Juliet Stone Senior Vice President, Government Affairs and Special Projects and Former Vice President, Secretary and General Counsel | 2025 | $361,063 | $100 | $289,072 | $— | $172,615 | $53,096 | $875,946 | | | 2024 | 344,500 | 100 | 146,457 | — | 103,350 | 41,243 | 635,650 | | | 2023 | 344,500 | 100 | 210,026 | — | — | 90,390 | 645,016 |

  41. Summary Compensation Table

    | (1) Salaries reflect actual amounts earned and paid with respect to services in Fiscal 2025. Mr. Joffe’s salary includes $24,000 to pay for disability insurance, as discussed in his CEO Employment Agreement. |

  42. Summary Compensation Table

    | (2) Amounts in the “Bonus” column include a $100 bonus paid to each of the Company’s employees during December of each year, including the named executive officers, as a holiday gift to buy groceries. |

  43. Summary Compensation Table

    | (3) Amounts for 2025 reflect the grant date fair value of time-based RSUs and PSUs awarded in Fiscal 2025 to each named executive officer, each calculated in accordance with FASB ASC Topic 718, rather than the amounts paid to or realized by the named executive officer. The grant date values relating to time-vested RSUs are $508,428, $189,869, $73,841, $94,931, and $126,584 for Mr. Joffe, Mr. Lee, Mr. Schooner, and Mr. Shah, and Ms. Stone, respectively. The PSUs are subject to market conditions. With respect to the market conditions relative to the PSUs, the amounts in the table represent the grant date fair value calculated using a Monte Carlo simulation in the following amounts: $652,669, $243,736, $94,781, $121,872, and $162,488 for Mr. Joffe, Mr. Lee, Mr. Schooner, and Mr. Shah, and Ms. Stone, respectively. We provide information regarding the assumptions used to calculate the value of stock awards and stock options made to the named executive officers in Notes 2 and 19 to the Company’s consolidated financial statements contained in its Annual Report on Form 10-K filed on June 9, 2025. For more detail on these awards, see “Compensation Discussion and Analysis—Determining Executive Compensation—Fiscal 2025 Equity Grants.” |

  44. Summary Compensation Table

    | (4) The following chart is a summary of the items that are included in the “All Other Compensation” totals for Fiscal 2025: |

  45. Summary Compensation Table

    | Name | Automobile Expenses | Insurance Premiums(1) | 401K Employer's Contribution | Deferred Compensation Plan Employer's Contribution | Total | | Selwyn Joffe | $18,000 | $28,055 | $6,835 | $3,947 | $56,837 | | David Lee | $— | $42,264 | $9,337 | $— | $51,601 | | Doug Schooner | $— | $42,264 | $13,349 | $— | $55,613 | | Kamlesh Shah | $— | $28,055 | $9,368 | $12,151 | $49,574 | | Juliet Stone | $— | $42,264 | $10,832 | $— | $53,096 |

  46. Summary Compensation Table

    | (1) For all our named executive officers, these premiums include premiums for health insurance. |

  47. Fiscal 2025 Grants of Plan-Based Awards

    Fiscal 2025 Grants of Plan-Based Awards

  48. Fiscal 2025 Grants of Plan-Based Awards

    | | | Estimated future payouts under non-equity incentive plan awards | | | Estimated future payouts under equity incentive plan awards(1) | | | | | | Name | Grant Date | Threshold (50% of Target) | Target | Maximum (150% of Target) | Threshold (50%of Target) | Target | Maximum (150% of Target) | All Other Stock Awards: Number of Shares of Stock or Units(2) | Grant Date Fair Value of Stock and Option Awards(3) | | Selwyn Joffe | 06/21/2024 | | | | 22,398 | 44,795 | 67,193 | | $387,477 | | Selwyn Joffe | 06/21/2024 | | | | | | | 44,795 | $299,679 | | Selwyn Joffe | 11/25/2024 | | | | 14,932 | 29,864 | 44,796 | | $265,192 | | Selwyn Joffe | 11/25/2024 | | | | | | | 29,864 | $208,749 | | Selwyn Joffe | 06/03/2025 | $496,954 | $993,907 | $1,490,861 | | | | | | | David Lee | 06/21/2024 | | | | 8,365 | 16,729 | 25,094 | | $144,706 | | David Lee | 06/21/2024 | | | | | | | 16,729 | $111,917 | | David Lee | 11/25/2024 | | | | 5,576 | 11,152 | 16,728 | | $99,030 | | David Lee | 11/25/2024 | | | | | | | 11,152 | $77,952 | | David Lee | 06/03/2025 | $104,454 | $208,908 | $313,362 | | | | | | | Doug Schooner | 06/21/2024 | | | | 3,253 | 6,505 | 9,758 | | $56,268 | | Doug Schooner | 06/21/2024 | | | | | | | 6,505 | $43,518 | | Doug Schooner | 11/25/2024 | | | | 2,169 | 4,337 | 6,506 | | $38,513 | | Doug Schooner | 11/25/2024 | | | | | | | 4,338 | $30,323 | | Doug Schooner | 06/03/2025 | $78,015 | $156,029 | $234,044 | | | | | | | Kamlesh Shah | 06/21/2024 | | | | 4,183 | 8,365 | 12,548 | | $72,357 | | Kamlesh Shah | 06/21/2024 | | | | | | | 8,365 | $55,962 | | Kamlesh Shah | 11/25/2024 | | | | 2,788 | 5,576 | 8,364 | | $49,515 | | Kamlesh Shah | 11/25/2024 | | | | | | | 5,575 | $38,969 | | Kamlesh Shah | 06/03/2025 | $63,094 | $126,187 | $189,281 | | | | | | | Juliet Stone | 06/21/2024 | | | | 5,576 | 11,152 | 16,728 | | $96,465 | | Juliet Stone | 06/21/2024 | | | | | | | 11,153 | $74,614 | | Juliet Stone | 11/25/2024 | | | | 3,718 | 7,435 | 11,153 | | $66,023 | | Juliet Stone | 11/25/2024 | | | | | | | 7,435 | $51,971 | | Juliet Stone | 06/03/2025 | $72,345 | $144,690 | $217,035 | | | | | |

  49. Fiscal 2025 Grants of Plan-Based Awards

    | (1) Except as otherwise noted, represents awards of PSUs that vest, subject to continued employment, based upon the actual performance of the Company's total shareholder return percentile rank relative to that of a peer group over a three-year performance period. For more information, see “Compensation Discussion and Analysis—Determining Executive Compensation— Fiscal 2025 Equity Grants.” |

  50. Fiscal 2025 Grants of Plan-Based Awards

    | (2) Represents awards of RSUs that vest over a three-year period, subject to continued employment. For more information see “Compensation Discussion and Analysis—Determining Executive Compensation— Fiscal 2025 Equity Grants.” |

  51. Fiscal 2025 Grants of Plan-Based Awards

    | (3) Amounts shown represent the grant date fair value calculated in accordance with ASC 718. The assumptions used with respect to the valuation of the equity awards are set forth in Notes 2 and 19 to the consolidated financial statements included in our Annual Report on Form 10-K, filed with the SEC on June 9, 2025. The PSUs are subject to market conditions and the amounts in the table represent the grant date fair value calculated using a Monte Carlo simulation. |

  52. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table Employment Agreements On May 18, 2012, we entered into an employment agreement (the “2012 Employment Agreement”) with Mr. Joffe, which terminated and superseded Mr. Joffe’s previous employment agreement that was to expire on August 31, 2012. The 2012 Employment Agreement provided for Mr. Joffe to serve as our Chairman, President and Chief Executive Officer for a term expiring on August 31, 2015, unless extended or earlier terminated. Pursuant to the 2012 Employment Agreement, Mr. Joffe’s base salary was set at $600,000 per year, to be reviewed from time to time in accordance with our established procedures for adjusting salaries for similarly situated employees. The 2012 Employment Agreement also provided that Mr. Joffe was eligible to participate in our Annual Cash Incentive Plan, with a target bonus equal to 100% of Mr. Joffe’s salary (the “Annual Incentive Bonuses”). In June 2014, the Company and Mr. Joffe entered into Amendment No. 1 to the 2012 Employment Agreement pursuant to which, effective as of July 1, 2014, (i) the last day of Mr. Joffe’s term of employment was changed from August 31, 2015, to July 1, 2019, and (ii) his base salary was increased from $600,000 to $700,000 per year. All other terms and conditions of the 2012 Employment Agreement remained the same. The 2012 Employment Agreement provided for the review of Mr. Joffe’s base salary from time to time. During Fiscal 2018, the Board approved Mr. Joffe’s base salary increase to $752,960 per annum. In February 2019, the Company and Mr. Joffe entered into Amendment No. 2 to the 2012 Employment Agreement which, among other things, (i) changed the last day of Mr. Joffe’s term of employment from July 1, 2019, to July 1, 2023, (ii) provided that Mr. Joffe shall receive a long-term incentive compensation opportunity in the amount of no fewer than 75,000 shares of restricted stock on an annual basis for each of five fiscal years commencing with Fiscal 2019 (each such fiscal year a “Performance Cycle”), with the vesting of such restricted stock based on the achievement of specified performance measures set annually (the “Restricted Stock Awards”), (iii) made certain changes to the compensation paid to Mr. Joffe in the event that he terminates his employment with the Company following a breach by the Company or other good reason or is terminated by the Company without cause, and (iv) made certain changes to the compensation paid to Mr. Joffe in the event of a change of control of the Company. In March 2020, the Company and Mr. Joffe entered into Amendment No. 3 to the 2012 Employment Agreement under which (i) Mr. Joffe agreed to not receive an annual Restricted Stock Award with respect to the Company’s fiscal year ending March 31, 2020, and instead increased his potential annual Restricted Stock Award for the next three fiscal years (ending March 31, 2021, March 31, 2022 and March 31, 2023), from 75,000 to 100,000 shares, (ii) the timing of each fiscal year’s Performance Cycle was slightly changed, to be on or as soon as practicable after the first date of the fiscal year, rather than prior to the start of each fiscal year, and (iii) the raw number of Restricted Stock that will be granted pursuant to Section 9(d) of the 2012 Employment Agreement, for each Performance Cycle commencing during the remainder of the Employment Term was changed from 50,000 to 66,667, to maintain the same percentage of the potential grant at two-thirds. In May 2020, the Company and Mr. Joffe entered into Amendment No. 4 to the 2012 Employment Agreement which allowed Mr. Joffe to elect to defer payments of up to 50% of his base salary otherwise payable for that month, less required withholding, for each month starting in May 2020 through December 2020. Mr. Joffe deferred 50% of his base salary for the months of May 2020 – September 2020. Mr. Joffe elected to forgive the deferred salary. In June 2021, the Company and Mr. Joffe entered into Amendment No. 5 to the 2012 Employment Agreement, pursuant to which, (i) the term of employment was extended one year from July 1, 2023, to July 1, 2024; (ii) Mr. Joffe’s base salary was increased to $828,256; and (iii) the Annual Cash Incentive Plan target bonus was set at 120% of Mr. Joffe’s salary. In March 2023, the Company and Mr. Joffe entered into Amendment No. 6 to the 2012 Employment Agreement, pursuant to which the term of employment was extended for three years from July 1, 2024, to July 1, 2027. The 2012 Employment Agreement as amended by Amendment No. 1 thereto, Amendment No. 2 thereto, Amendment No. 3 thereto, Amendment No. 4 thereto, Amendment No. 5 thereto, and Amendment No. 6 collectively is referred to below as the “Amended Employment Agreement.” Pursuant to the Amended Employment Agreement, Mr. Joffe will also be eligible to receive annual awards under the 2022 Plan in such amounts as are determined by the Compensation Committee as administrator of the 2022 Plan in its sole and absolute discretion (the “Annual Awards”). Such awards may be in the form of options, restricted stock, RSUs, performance shares, PSUs or such other form of award as determined by the Compensation Committee as administrator of the 2022 Plan in its sole and absolute discretion. Pursuant to the Amended Employment Agreement, Mr. Joffe will also receive: (i) four weeks paid vacation each year during the term of the Amended Employment Agreement pursuant to our written vacation policy; (ii) a $1,500 monthly automobile allowance and payment by us of certain automobile-related expenses; (iii) during the term of the Amended Employment Agreement, if Mr. Joffe does not elect medical insurance coverage for himself and his eligible family through us, an allowance for such medical insurance in an amount equal to the cost which would have been incurred by us in supplying such coverage for Mr. Joffe and his eligible family; and (iv) $24,000 per year to be used by Mr. Joffe to purchase disability insurance for his benefit, which has been included as part of his Base Salary for at least the last five years, (the “Disability Insurance Payment” and, together with the benefits described in clauses (i), (ii) and (iii), the “Benefits”). The Amended Employment Agreement terminates on the date of Mr. Joffe’s death, in which event his accrued salary and Annual Incentive Bonus, if any, and reimbursable expenses and Benefits owing to him through the date of his death shall be paid to his estate, and his estate shall assume certain of his rights as specified in the Amended Employment Agreement. In the event that Mr. Joffe’s employment is terminated as result of his physical or mental illness or incapacity as determined in accordance with the procedures set forth in the Amended Employment Agreement, he will be entitled to receive his accrued salary and Annual Incentive Bonus, if any, reimbursable expenses and Benefits owing to him through the date of termination and payment of the benefits pursuant to any disability insurance policy purchased by Mr. Joffe with the Disability Insurance Payment. In the event that Mr. Joffe’s employment is terminated by us for Cause (as defined in the Amended Employment Agreement), we will be released from any and all further obligations under the Amended Employment Agreement, except that we will pay Mr. Joffe his accrued salary and Annual Incentive Bonus, if any, and reimbursable expenses and Benefits owing to him through the date of his termination.

  53. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    In the event that Mr. Joffe’s employment is terminated by us without Cause (as defined in the Amended Employment Agreement) or Mr. Joffe voluntarily terminates the Amended Employment Agreement for Good Reason (as defined in the Amended Employment Agreement) outside the Change in Control Period (as defined below), then we will pay through the date which is two years after the termination date: (i) his salary as in effect immediately prior to the termination date; (ii) his average bonus earned for the two years immediately prior to the year in which the Amended Employment Agreement is terminated (or if such termination occurs within the first three months of our fiscal year, for the second and third years preceding the year in which such termination occurs); (iii) the Benefits; (iv) reimbursable expenses and (v) vested but undistributed shares of common stock (see footnote (6) to the table in “Potential Payments Upon Termination or Change in Control Table” for further details regarding vesting). If a Change in Control (as defined in the Amended Employment Agreement) occurs and Mr. Joffe voluntarily terminates the Amended Employment Agreement for Good Reason (as defined in the Amended Employment Agreement) or Mr. Joffe’s employment is terminated by us without Cause (as defined in the Amended Employment Agreement) within two years following a Change in Control (the “Change in Control Period”), then Mr. Joffe will be entitled to receive either the severance benefit as described in the next sentence of this paragraph or the benefits described in the immediately preceding paragraph, whichever is more favorable to Mr. Joffe, and we will pay Mr. Joffe any reimbursable expenses owed to him through the termination date. The severance benefit will be equal to (i) two times Mr. Joffe’s salary at the annual rate in effect immediately prior to the date of the Change in Control plus (ii) two times Mr. Joffe’s average bonus earned for the two years immediately prior to the year in which the Change in Control occurs. The severance benefit will be paid to Mr. Joffe in a lump sum as soon as practicable, but no later than 30 days following the termination date. In the event that the benefits provided for in the Amended Employment Agreement or otherwise payable to Mr. Joffe constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and will be subject to the excise tax imposed by Section 4999 of the Code, Mr. Joffe will receive the greater of: (i) the largest portion, up to and including the total, of such benefits or (ii) the largest aggregate amount of such benefits that would result in no portion thereof being subject to excise tax under Section 4999 of the Code, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes and excise tax under Section 4999 of the Code, results in Mr. Joffe’s receipt, on an after-tax basis, of the greatest amount of the benefit. The Amended Employment Agreement prohibits Mr. Joffe during the term of the Amended Employment Agreement or at any time thereafter from using or disclosing to any third party any of our confidential information and trade secrets. Pursuant to the Amended Employment Agreement, during the term of the Amended Employment Agreement, Mr. Joffe is also prohibited from: (i) competing with us; or (ii) soliciting or inducing any creditor, customer, supplier, officer, executive or agent of us or any of our subsidiaries or affiliates to sever its relationship with or leave the employ of any such entities. In conformity with our policy, all of our directors and officers execute confidentiality and nondisclosure agreements upon the commencement of employment. The agreements generally provide that all inventions or discoveries by the employee related to our business and all confidential information developed or made known to the employee during the term of employment shall be our exclusive property and shall not be disclosed to third parties without our prior approval.

  54. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End The following table summarizes information regarding equity awards granted to our named executive officers that remain outstanding as of March 31, 2025. Unless as otherwise noted below, all awards were granted under the Company’s 2022 Incentive Award Plan (“2022 Plan”).

  55. Outstanding Equity Awards at Fiscal Year End

    | | Option Awards | | | | | Stock Awards | | Stock Awards | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable Vested | Number of Securities Underlying Unexercised Options (#) Unexercisable Unvested | Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock Unvested (#) | Market Value of Shares or Units of Stock Unvested ($) | 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, or Other Rights That Have Not Vested ($) | | Selwyn Joffe | | | | | | | | | | | | 26,200(1) | — | — | $31.13 | 09/03/2025 | | | | | | | 51,200(1) | — | — | $28.68 | 06/23/2026 | | | | | | | 54,800(1) | — | — | $27.40 | 06/19/2027 | | | | | | | 83,400(1) | — | — | $19.00 | 06/17/2028 | | | | | | | 88,875(1) | — | | $19.93 | 07/01/2029 | | | | | | | 33,791(1) | — | | $15.12 | 06/16/2030 | | | | | | | 27,900 | 55,800(2) | — | $9.32 | 09/20/2033 | | | | | | | | | | | | 12,687(3) | $120,527 | | | | | | | | | | 44,795(4) | $425,553 | | | | | | | | | | 29,864(5) | $283,708 | | | | | | | | | | | | 13,964(6) | $132,658 | | | | | | | | | | 93,302(7) | $886,369 | | | | | | | | | | 67,193(8) | $638,329 | | | | | | | | | | 44,796(9) | $425,562 | | David Lee | | | | | | | | | | | | 6,500(1) | — | — | $31.13 | 09/03/2025 | | | | | | | 10,800(1) | — | — | $28.68 | 06/23/2026 | | | | | | | 9,200(1) | — | — | $27.40 | 06/19/2027 | | | | | | | 14,000(1) | — | — | $19.00 | 06/17/2028 | | | | | | | 14,875(1) | — | | $19.93 | 07/01/2029 | | | | | | | 5,656(1) | — | | $15.12 | 06/16/2030 | | | | | | | 6,967 | 13,933(2) | — | $9.32 | 09/20/2033 | | | | | | | | | | | | 4,159(3) | $39,511 | | | | | | | | | | 16,729(4) | $158,926 | | | | | | | | | | 11,152(5) | $105,944 | | | | | | | | | | | | 4,578(6) | $43,491 | | | | | | | | | | 34,843(7) | $331,009 | | | | | | | | | | 25,094(8) | $238,388 | | | | | | | | | | 16,728(9) | $158,916 | | Doug Schooner | | | | | | | | | | | | 5,600(1) | — | — | $31.13 | 09/03/2025 | | | | | | | 9,000(1) | — | — | $28.68 | 06/23/2026 | | | | | | | 7,100(1) | — | — | $27.40 | 06/19/2027 | | | | | | | 5,000(1) | — | — | $19.00 | 06/17/2028 | | | | | | | 6,250(1) | — | | $19.93 | 07/01/2029 | | | | | | | 2,376(1) | — | | $15.12 | 06/16/2030 | | | | | | | | | | | | 1,579(3) | $15,001 | | | | | | | | | | 6,505(4) | $61,798 | | | | | | | | | | 4,338(5) | $41,211 | | | | | | | | | | | | 1,738(6) | $16,511 | | | | | | | | | | 13,550(7) | $128,725 | | | | | | | | | | 9,758(8) | $92,696 | | | | | | | | | | 6,506(9) | $61,802 |

  56. Outstanding Equity Awards at Fiscal Year End

    | | Option Awards | | | | | Stock Awards | | Stock Awards | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable Vested | Number of Securities Underlying Unexercised Options (#) Unexercisable Unvested | Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock Unvested (#) | Market Value of Shares or Units of Stock Unvested ($) | 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, or Other Rights That Have Not Vested ($) | | Kamlesh Shah | | | | | | | | | | | | 1,500(1) | — | — | $31.13 | 09/03/2025 | | | | | | | 3,000(1) | — | — | $28.68 | 06/23/2026 | | | | | | | 3,300(1) | — | | $27.40 | 06/19/2027 | | | | | | | 5,000(1) | — | | $19.00 | 06/17/2028 | | | | | | | 5,313(1) | — | | $19.93 | 07/01/2029 | | | | | | | 7,129(1) | — | | $15.12 | 06/16/2030 | | | | | | | 1,567 | 3,133(2) | — | $9.32 | 09/20/2033 | | | | | | | | | | | | 1,737(3) | $16,502 | | | | | | | | | | 8,365(4) | $79,468 | | | | | | | | | | 5,575(5) | $52,963 | | | | | | | | | | | | 1,912(6) | $18,164 | | | | | | | | | | 17,421(7) | $165,500 | | | | | | | | | | 12,548(8) | $119,201 | | | | | | | | | | 8,364(9) | $79,458 | | Juliet Stone | | | | | | | | | | | | 14,300(1) | — | — | $17.12 | 09/10/2029 | | | | | | | 7,129(1) | — | | $15.12 | 06/16/2030 | | | | | | | | | | | | 2,579(3) | $24,501 | | | | | | | | | | 11,153(4) | $105,954 | | | | | | | | | | 7,435(5) | $70,633 | | | | | | | | | | | | 2,839(6) | $26,971 | | | | | | | | | | 23,229(7) | $220,676 | | | | | | | | | | 16,728(8) | $158,916 | | | | | | | | | | 11,153(9) | $105,949 |

  57. Outstanding Equity Awards at Fiscal Year End

    | (1) This award was granted under the Company’s Fourth Amended and Restated 2010 Incentive Award Plan (the “2010 Plan”). |

  58. Outstanding Equity Awards at Fiscal Year End

    | (2) This award vests in three equal annual installments beginning on the first anniversary of the September 21, 2023 grant date, subject to continued employment through the applicable vesting date. |

  59. Outstanding Equity Awards at Fiscal Year End

    | (3) This award was granted under the 2010 Plan and vests in three equal annual installments beginning on the first anniversary of the June 20, 2022 grant date, subject to continued employment through the applicable vesting dates. |

  60. Outstanding Equity Awards at Fiscal Year End

    | (4) This award vests in three equal annual installments beginning on the first anniversary of the June 21, 2024 grant date, subject to continued employment through the applicable vesting date. |

  61. Outstanding Equity Awards at Fiscal Year End

    | (5) This award vests in three equal annual installments beginning on the first anniversary of the November 25, 2024 grant date, subject to continued employment through the applicable vesting date. |

  62. Outstanding Equity Awards at Fiscal Year End

    | (6) Represents PSUs granted under the 2010 Plan on June 20, 2022 that will vest upon the attainment of pre-determined performance metrics at the conclusion of a three-year performance period, subject to continued employment. In accordance with SEC rules, the number of PSUs shown represents the number of PSUs that may be earned based on target performance. These awards vested on June 20, 2025 based on the achievement of 36.7% of the target performance. |

  63. Outstanding Equity Awards at Fiscal Year End

    | (7) Represents PSUs granted on June 19, 2023 that will vest if the Company's average closing stock price over 30 consecutive trading days equals or exceeds the stock price hurdle over a three-year period, subject to continued employment. In accordance with SEC rules, the number of PSUs shown represents the number of PSUs that may be earned based on target performance. We are currently estimating that this award will vest at 100%. |

  64. Outstanding Equity Awards at Fiscal Year End

    | (8) Represents PSUs granted on June 21, 2024 that will vest based upon the actual performance of the Company's total shareholder return percentile rank relative to that of a peer group over a three-year performance period, subject to continued employment. In accordance with SEC rules, the number of PSUs shown represents the number of PSUs that may be earned based on maximum performance. We are currently estimating that this award will vest at 150%. |

  65. Outstanding Equity Awards at Fiscal Year End

    | (9) Represents PSUs granted on November 25, 2024 that will vest based upon the actual performance of the Company's total shareholder return percentile rank relative to that of a peer group over a three-year performance period, subject to continued employment. In accordance with SEC rules, the number of PSUs shown represents the number of PSUs that may be earned based on maximum performance. We are currently estimating that this award will vest at 150%. |

  66. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table sets forth information regarding stock awards vested during Fiscal Year 2025 for the named executive officers:

  67. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise | Value Realized on Exercise | Number of Shares Acquired on Vesting | Value Realized on Vesting | | Selwyn Joffe | — | $— | 75,044 | $677,047 | | David Lee | — | $— | 27,664 | $250,625 | | Doug Schooner | — | $— | 11,680 | $103,544 | | Kamlesh Shah | — | $— | 12,961 | $119,671 | | Juliet Stone | — | $— | 17,404 | $160,294 |

  68. Option Exercises and Stock Vested

    Nonqualified Deferred Compensation Plan We maintain the Motorcar Parts of America, Inc. Amended and Restated Executive Deferred Compensation Plan (the “DCP”), an unfunded, non-qualified deferred compensation plan for a select group of management or highly compensated employees, including our named executive officers. Participants in the plan may elect to defer up to 100% of their gross cash compensation. We made matching contributions of 100% of each participant’s elective contributions to the plan, up to 3% of the participant’s compensation for the plan year. The plan is designed to defer taxation to the participant on contributions and notional earnings thereon until distribution thereof in accordance with a participant’s previously made distribution elections. Individual account balances in the DCP are adjusted in accordance with deemed investment elections made by the participant using investment vehicles made available from time to time. Insurance annuity contracts provide funding for the plan; however, the annuity contracts are owned by us and remain subject to claims of our general creditors. The following table sets forth certain information regarding contributions, earnings and account balances under our DCP, which provides for the deferral of compensation on a basis that is not-tax qualified, for each of the named executive officers for Fiscal 2025. Plan participants may elect to receive distributions under the DCP as lump sums or in installments. Mr. Joffe has elected to receive lump sum distributions in the case of death, disability or separation of service. Mr. Shah has elected to receive a lump-sum payment upon separation, change of control or disability. Ms. Stone has elected to receive payments over a two year period when she turns 55 years of age. A description of the other material terms and conditions of the DCP follows. Messrs. Lee and Schooner have elected not to participate in the DCP.

  69. Option Exercises and Stock Vested

    | Name | Executive Contributions in Last FY(1) | Registrant Contributions in Last FY(2) | Aggregate Earnings in Last FY(3) | Aggregate Withdrawals/ Distributions | Aggregate Balance at Last FY | | Selwyn Joffe | $6,690 | $3,947 | $3,088 | $(39,069) | $16,404 | | David Lee | $— | $— | $— | $— | $— | | Doug Schooner | $— | $— | $— | $— | $— | | Kamlesh Shah | $12,151 | $12,151 | $18,788 | $— | $262,514 | | Juliet Stone | $— | $— | $7,413 | $— | $207,410 |

  70. Option Exercises and Stock Vested

    | (1) Executive Contributions in Last FY, shows the amount that the named executive officer elected to defer in Fiscal 2025 under the DCP. These amounts represent compensation earned by the named executive officers in Fiscal 2025 and are therefore also reported in the appropriate column in the Summary Compensation Table above. |

  71. Option Exercises and Stock Vested

    | (2) Registrant Contributions in Last FY, shows the amounts credited in Fiscal 2025 as company contributions to the accounts of our named executive officers under the DCP. These amounts are also reported in the Summary Compensation Table above. |

  72. Option Exercises and Stock Vested

    | (3) Aggregate Earnings in Last FY, shows the net amounts credited to the DCP accounts of our named executive officer as a result of the performance of the investment vehicles in which their accounts were deemed invested. These amounts do not represent above-market earnings, and thus are not reported in the Summary Compensation Table. |

  73. Potential Payments Upon Termination or Change in Control Table

    Potential Payments Upon Termination or Change in Control Table The following table provides an estimate of the potential payments available to each named executive officer upon a change in control, assuming they were terminated on March 31, 2025, the last business day of Fiscal 2025.

  74. Potential Payments Upon Termination or Change in Control Table

    | Benefit | Termination by Company for Cause(1) | Death(2) | Disability(3) | Voluntary Termination by Mr. Joffe for Good Reason or Termination by Company w/o Cause(4) | After Change in Control: Voluntary Termination by Mr. Joffe for Good Reason or Termination w/o Cause(5) | Change in Control with Involuntary Termination | Change in Control | | Selwyn Joffe | | | | | | | | | Salary Contribution | $— | $— | $— | $1,656,512 | $1,656,512 | $— | $— | | Bonus | $— | $— | $— | $1,931,162 | $1,931,162 | $— | $— | | Executive Awards(6) | $— | $3,442,805 | $3,442,805 | $3,442,805 | $1,492,545 | $1,492,545 | $1,950,260 | | Healthcare | $— | $— | $24,000 | $56,110 | $56,110 | $— | $— | | Automobile Allowance(7) | $— | $— | $— | $36,000 | $36,000 | $— | $— | | Equity(8) | $— | $— | $— | $— | $— | $1,492,545 | $1,950,260 | | David Lee | | | | | | | | | Equity(8) | $— | $— | $— | $— | $— | $480,235 | $728,313 | | Doug Schooner | | | | | | | | | Equity(8) | $— | $— | $— | $— | $— | $134,520 | $283,224 | | Kamlesh Shah | | | | | | | | | Equity(8) | $— | $— | $— | $— | $— | $196,859 | $364,159 | | Juliet Stone | | | | | | | | | Equity(8) | $— | $— | $— | $— | $— | $228,057 | $485,540 |

  75. Potential Payments Upon Termination or Change in Control Table

    | (1) Upon a termination for cause, Mr. Joffe will be entitled to his accrued salary, bonus, if any, reimbursable expenses, and benefits owing to him through the day of his termination. |

  76. Potential Payments Upon Termination or Change in Control Table

    | (2) Mr. Joffe’s employment term will end on the date of his death. Upon such event, Mr. Joffe’s estate will be entitled to receive his accrued salary, bonus, if any, benefits (including accrued but unused vacation time) and reimbursable expenses, owing to Mr. Joffe through the date of his death, and vested but undistributed shares of restricted stock granted. In addition, Mr. Joffe’s estate will assume Mr. Joffe’s rights under our equity incentive plans and certain of his rights under his Amended Employment Agreement. |

  77. Potential Payments Upon Termination or Change in Control Table

    | (3) If during the employment term, Mr. Joffe is terminated by us as a result of his physical or mental illness or incapacity as determined in accordance with the procedures set forth in the Amended Employment Agreement, Mr. Joffe will be entitled to receive his accrued salary, bonus, if any, reimbursable expenses, benefits owing to Mr. Joffe through the date of termination, and vested but undistributed shares of restricted stock granted. In addition, Mr. Joffe will be entitled to receive the benefits payable pursuant to a disability insurance policy purchased by Mr. Joffe with the Disability Insurance Payment. |

  78. Potential Payments Upon Termination or Change in Control Table

    | (4) Upon a termination by Mr. Joffe for good reason or by us without cause outside of the Change in Control Period, Mr. Joffe will be entitled to receive through two years after the termination date: (i) his salary at the annual rate as in effect immediately prior to the termination date; (ii) his average bonus earned for the two years immediately prior to the year in which the Amended Employment Agreement is terminated (or if such termination occurs within the first three months of our fiscal year, for the second and third years preceding the year in which such termination occurs); (iii) the Benefits; (iv) reimbursable expenses, and (v) vested but undistributed shares of common stock granted. |

  79. Potential Payments Upon Termination or Change in Control Table

    | (5) If a change in control occurs and Mr. Joffe voluntarily terminates the Amended Employment Agreement for good reason or Mr. Joffe’s employment is terminated by us without cause within the Change in Control Period, then Mr. Joffe will be entitled to receive either the severance benefit as described in the next sentence of this footnote or the benefits described in the immediately preceding footnote, whichever is more favorable to Mr. Joffe, and we will pay Mr. Joffe any reimbursable expenses owed to him through the termination date and vested but undistributed shares of restricted stock granted. The severance benefit will be equal to (i) two times Mr. Joffe’s salary at the annual rate in effect immediately prior to the date of the change in control plus (ii) two times Mr. Joffe’s average bonus earned for the two years immediately prior to the year in which the change in control occurs. |

  80. Potential Payments Upon Termination or Change in Control Table

    | (6) Upon the termination of his employment agreement, for any reason other than termination by us for cause or termination by Mr. Joffe without good reason, any equity awards made pursuant to Paragraph 5(f) of the Amended Employment Agreement (“Executive Awards”) which are not fully vested will immediately vest and remain exercisable by Mr. Joffe for a period of two years or, if shorter, until the ten year anniversary of the date of grant of each such Executive Award. The inherent value shown in the table is the fair value of all equity awards which were not fully vested at March 31, 2025, with performance-based awards vesting at target. Executive Awards include incentive stock options and nonqualified stock options, restricted stock, RSUs, performance awards, dividend equivalent rights, stock payments, deferred stock, deferred stock units, SARs and cash awards. See footnote (8) below regarding the treatment of the Executive Awards in connection with a change in control. |

  81. Potential Payments Upon Termination or Change in Control Table

    | (7) Mr. Joffe is entitled to receive an automobile allowance in the amount of $1,500 per month for two years, payable monthly. In addition, all costs of operating the automobile, including fuel, oil, insurance, repairs, maintenance and other expenses, are our responsibility. |

  82. Potential Payments Upon Termination or Change in Control Table

    | (8) Under the 2022 Plan and the 2010 Plan, if a holder of equity suffers an “Involuntary Termination” (as defined in the 2022 Plan or 2010 Plan, as applicable) after a change in control, all equity awards outstanding under such plan will vest, with performance-based awards vesting at target. Additionally, pursuant to the terms of the PSUs granted in Fiscal Years 2024 and 2025, upon a change in control, a number of PSUs will vest in an amount equal to the greater of (i) the target number of PSUs and (ii) the number of PSUs that vest based on the achievement of the applicable performance goals as of the change in control date. The inherent value shown in the table is the fair value of all equity awards which were not fully vested at March 31, 2025, with the PSUs granted in Fiscal Year 2025 vesting at maximum and all other performance-based awards vesting at target. |

  83. Pay Ratio

    Pay Ratio Pursuant to SEC rules, we are providing the following disclosure about the relationship of the annual total compensation of our median employee to the annual total compensation of our Chief Executive Officer. Ratio for Fiscal 2025 The annual total compensation of our median employee (among all employees except for our Chief Executive Officer) was $13,247.73. Our Chief Executive Officer’s annual total compensation, as reported in the Total column of the 2025 Summary Compensation Table, was $3,232,021. Based on this information, a reasonable estimate of the ratio of the annual total compensation of our Chief Executive Officer to the annual total compensation of our median employee (other than our Chief Executive Officer) was approximately 244:1. Identification of Median Employee We completed an analysis including, all Company subsidiaries, all over the world, including Asia. The population used for the pay ratio analysis was the entire global employee population as of March 31, 2025. We considered a total of 5,578 United States and non-United States employees in determining the median employee. For purposes of identifying the median employee, we utilized actual total cash compensation (as reflected in our payroll records) as the consistently applied compensation measure for all employees. All global compensation amounts were converted to USD using an average currency exchange rate over Fiscal 2025. We used a valid statistical sampling of employees that constitute a range of +/-1% around the median employee to select the actual employee represented in the ratio above. Every employee in this range worked at our Tijuana, Mexico facility.

  84. Pay Versus Performance Table

    Pay Versus Performance Table The following table sets forth information concerning the compensation of our named executive officers (NEOs) for each of the fiscal years ended March 31, 2021, 2022, 2023, 2024, and 2025, and our financial performance for each such fiscal year:

  85. Pay Versus Performance Table

    | Year | Summary Compensation Table Total for PEO ($) | Compensation Actually Paid to PEO ($)(1)(2) | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($)(1)(2) | Value of Initial Fixed $100 Investment Based on: | | | | | | | | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($)(3) | Net Income ($M) | Cash from Operating Activities ($M)(4) | | 2025 | $3,232,021 | $3,988,342 | $894,247 | $1,069,950 | $75 | $264 | ($19) | $45 | | 2024 | $2,526,062 | $2,450,091 | $674,126 | $668,556 | $64 | $258 | ($49) | $39 | | 2023 | $2,830,752 | $69,201 | $630,959 | $364,826 | $59 | $234 | ($4) | ($22) | | 2022 | $4,334,649 | $3,535,526 | $776,186 | $677,328 | $142 | $222 | $7 | ($45) | | 2021 | $4,674,829 | $4,715,471 | $627,465 | $800,010 | $179 | $179 | $21 | $56 |

  86. Pay Versus Performance Table

    | (1) Amounts represent compensation actually paid to our PEO and the average compensation actually paid to our remaining NEOs for the relevant fiscal year, as determined under SEC rules (and described below), which includes the individuals indicated in the table below for each fiscal year: |

  87. Pay Versus Performance Table

    | Year | PEO | Non-PEO NEOs | | 2025 | Selwyn Joffe | David Lee, Doug Schooner, Juliet Stone, and Kamlesh Shah | | 2024 | Selwyn Joffe | David Lee, Doug Schooner, Juliet Stone, and Kamlesh Shah | | 2023 | Selwyn Joffe | David Lee, Richard Mochulsky, Doug Schooner, and Juliet Stone | | 2022 | Selwyn Joffe | David Lee, Richard Mochulsky, Doug Schooner, and Juliet Stone | | 2021 | Selwyn Joffe | David Lee, Richard Mochulsky, Doug Schooner, and Juliet Stone |

  88. Pay Versus Performance Table

    Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, as adjusted as follows:

  89. Pay Versus Performance Table

    | | 2025 | | | Adjustments | PEO | Average Non- PEO NEOs | | Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY | ($1,161,097) | ($277,026) | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End | $1,704,465 | $406,667 | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date | $0 | $0 | | Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End | $112,488 | $16,679 | | Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date | $100,465 | $29,382 | | Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End | n/a | n/a | | Increase based on Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date | n/a | n/a | | Increase based on Incremental Fair Value of Options/SARs Modified during Applicable FY | n/a | n/a | | Deduction for Change in the Actuarial Present Values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column of the Summary Compensation Table for Applicable FY | n/a | n/a | | Increase for Service Cost and, if applicable, Prior Service Cost for Pension Plans | n/a | n/a | | TOTAL ADJUSTMENTS | $756,321 | $175,703 |

  90. Pay Versus Performance Table

    | (2) Fair value or change in fair value, as applicable, of equity awards in the “Compensation Actually Paid” columns was determined by reference to (i) for solely service-vesting RSU awards, the closing price per share on the applicable year-end date(s) or, in the case of vesting dates, the closing price per share on the applicable vesting date(s); (ii) for performance-based RSU/RS awards (excluding any market-based awards), the same valuation methodology as RS/RSU awards above except that the year-end values are multiplied by the probability of achievement of the applicable performance objective as of the applicable date; (iii) for market-based awards, the fair value calculated by a Monte Carlo simulation model as of the applicable year-end date(s), which utilizes multiple input variables, including expected volatility of our stock price and other assumptions appropriate for determining fair value, to estimate the probability of satisfying the performance objective established for the award, including the expected volatility of our stock price relative to the applicable comparative index and a risk-free interest rate derived from linear interpolation of the term structure of Treasury Constant Maturities yield rates for the applicable period and (iv) for stock options, a Black Scholes value as of the applicable year-end or vesting date(s), determined based on the same |

  91. Pay Versus Performance Table

    methodology as used to determine grant date fair value but using the closing stock price on the applicable revaluation date as the current market price and with an expected life set equal to the remaining life of the award in the case of underwater stock options and, in the case of in the money options, an expected life equal to the original ratio of expected life relative to the ten year contractual life multiplied times the remaining life as of the applicable revaluation date, and in all cases based on volatility and risk free rates determined as of the revaluation date based on the expected life period and based on an expected dividend rate of 0%. For additional information on the assumptions used to calculate the valuation of the awards, see the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended March 31, 2025 and prior fiscal years.

  92. Pay Versus Performance Table

    | (3) For the relevant fiscal year, represents the cumulative TSR (the “Peer Group TSR”) of the Zacks Retail and Wholesale Auto Parts Index. |

  93. Pay Versus Performance Table

    | (4) Cash from operating activities is a GAAP measure. An explanation of how the Company determines cash from operating activities is included in Appendix A and ties to the Company’s 8-K filing, of the press release to our earnings release made on June 9, 2025. |

  94. Narrative Disclosure to Pay Versus Performance Table

    Narrative Disclosure to Pay Versus Performance Table

  95. Pay Versus Performance Tabular List

    Pay Versus Performance Tabular List We believe the following performance measures represent the most important financial performance measures used by us to link compensation actually paid to our NEOs for the fiscal year ended March 31, 2025:

  96. Pay Versus Performance Tabular List

    | • | Cash from Operating Activities; |

  97. Pay Versus Performance Tabular List

    | • | Net Sales; |

  98. Pay Versus Performance Tabular List

    | • | Relative Total Shareholder Return; and |

  99. Pay Versus Performance Tabular List

    | • | Net Income after adjustments |

  100. Pay Versus Performance Tabular List

    For additional details regarding our most important financial performance measures, please see the introduction to our Compensation Discussion and Analysis (CD&A), as well as the sections titled “Actions Taken” and “Say on Pay Vote” elsewhere in this Proxy Statement.

  101. 2025 Director Compensation

    2025 Director Compensation We use a combination of cash and equity incentives to compensate our non-employee directors. Directors who are also our employees received no compensation for their service on our Board of Directors in Fiscal 2025. To determine the appropriate level of compensation for our non-employee directors, we take into consideration the significant amount of time and dedication required by the directors to fulfill their duties on our Board of Directors and Board of Directors committees as well as the need to continue to attract highly qualified candidates to serve on our Board of Directors. The information provided in the following table reflects the compensation received or earned by our directors for their service on our Board of Directors in Fiscal 2025.

  102. 2025 Director Compensation

    | Name | Fees Earned or Paid in Cash | Stock Awards(1) | Total | | David Bryan | $70,729 | $90,929 | $161,658 | | Joseph Ferguson | $92,500 | $90,929 | $183,429 | | Philip Gay | $82,500 | $90,929 | $173,429 | | F. Jack Liebau, Jr | $44,347 | $90,929 | $135,276 | | Jeffrey Mirvis | $80,771 | $90,929 | $171,700 | | Anil Shrivastava | $— | $— | $— | | Douglas Trussler | $62,500(2) | $— | $62,500 | | Patricia Warfield | $66,792 | $90,929 | $157,721 | | Barbara L. Whittaker | $72,500 | $90,929 | $163,429 |

  103. 2025 Director Compensation

    | (1) Award amounts represent the aggregate grant date fair value of the RSUs granted to non-employee directors during Fiscal 2025 calculated in accordance with FASB ASC Topic 718, rather than the amounts paid to or realized by the individual.. We provide information regarding the assumptions used to calculate all awards made to non-employee directors in Notes 2 and 19 to the Company’s consolidated financial statements contained in its Annual Report on Form 10-K filed on June 9, 2025. These RSUs vest on the one-year anniversary date of the grant. As of March 31, 2025, (i) each of the non-employee directors, other than Mr. Trussler and Mr. Shrivastava, who did not hold any unvested stock awards, held 15,570 unvested shares subject to stock awards and (ii) none of the non-employee directors held unvested option awards. Mr. Trussler and Mr. Shrivastava waived receipt of their annual equity awards in Fiscal 2025. |

  104. 2025 Director Compensation

    | (2) Represents cash fees paid to Bison Capital Asset Management, LLC for Mr. Trussler’s service on the Board through March 31, 2025. |

  105. 2025 Director Compensation

    In Fiscal 2022, the Compensation Committee engaged WTW to complete an assessment of our Board of Director compensation package and they made certain recommendations as to changes in cash and equity which we implemented. Starting on September 13, 2021, each of our non-employee directors received annual compensation of $62,500 with no additional fees for attending Board of Directors or committee meetings. In addition, we pay: (i) Mr. Gay an additional $20,000 per year as Chair of our Audit Committee, (ii) Mr. Mirvis an additional $15,000 per year as Chair of our Compensation Committee, (iii) Ms. Whittaker an additional $10,000 per year as Chair of our Nominating and Corporate Governance Committee, and (iv) Mr. Ferguson an additional $20,000 per year as lead independent director. Non-Chair members of each committee receive the following retainer for their annual membership: Audit Committee: $10,000, Compensation Committee: $7,500 and Nominating and Corporate Governance Committee: $5,000. In addition, each director is reimbursed for reasonable out-of-pocket expenses incurred to attend Board of Directors or Board of Directors committee meetings. As of September 13, 2021, the Company no longer grants equity to directors upon their appointment to the Board of Directors, but increased the annual grant of RSUs from a grant date fair value of $65,000 to $100,000 for each year of service on our Board of Directors.