STONERIDGE INC SRI

31% shingled-prose overlap between the two filings.

2025: 34,317 chars · 2026: 42,515 chars

• Committee Report:35% overlap (403 → 971 chars)
• Pay Ratio (Item 402(u)):42% overlap (1,870 → 1,994 chars)
• Say-on-Pay proposal:81% overlap (2,766 → 3,213 chars)

• changedWe also discuss our compensation philosophy, policies and the decisions made by the Compensation Committee of the Board (the “Committee”) in 2025 2024as it relates to the compensation of our NEOs.
• changedNamed Executive Officers for 2025 2024
• newBenedictChief Human Resources Officer & Assistant General CounselNatalia NobletPresident ElectronicsRajaey KasedPresident, Control Devices Division
• new2025 Overview
• newIn 2025, Stoneridge was adversely affected by lower production volumes at our customers from lower demand in most of our served markets, which was partially offset by sales in our Electronics segment related to MirrorEye, including the ramp up of a previously launched European OEM program at the end of 2024 and two additional OEM program launches in North America that launched in 2025.
• newLower sales levels adversely affected gross margin contribution offset by direct material cost improvement and lower quality related costs relative to 2024.
• newThe Company incurred non-recurring expense for the recognition of a valuation allowance for U.S. federal deferred tax assets and the impairment of fixed assets in our Control Devices segment.
• changedFurther,We significantly increased cash provided by operating activities by reducing working capital levels, specifically lowering inventory through targeted actions and alignment with current production levels. inventory.
• changedThe actions of the Committee and our pay-for-performance philosophy functioned such that compensation earned by our executives was aligned with our financial performance for 2025. 2024.
• new•Our business has continued to focus on profitable and sustainable growth by advancing our portfolio of advanced safety and vehicle efficiency technologies, deepening our MirrorEye customer relationships, and maintaining a clear strategic vision aligned with the industry's shift toward more automated and connected vehicles.
• changed•Net sales decreased by 5.2% 6.9%compared to the prior year due to lower customer production volumes in most of our served markets, including the North American automotive market and the European and North American commercial vehicle markets.
• newThis decline was partially mitigated by higher MirrorEye product sales, including the continued ramp-up of recently launched OEM programs in both Europe and North America, improved customer take rates and higher bus end market sales.
• newNet loss in 2025 increased by $86.3 million compared to the prior year, primarily due to lower contribution from lower sales levels, the impairment of fixed assets in our Control Devices segment, SG&A costs related to the Control Devices strategic alternatives, higher business realignment costs, unfavorable foreign exchange fluctuations and the recognition of a valuation allowance for U.S. federal deferred tax assets.
• newIn 2025, Consolidated Adjusted Operating Income was below threshold, which capped attainment on the other financial metrics at threshold—resulting in AIP payouts below target.
• newCEO Transition
• newEffective April 1, 2026, the Board appointed Natalia Noblet as President and Chief Executive Officer as part of the Company’s leadership succession planning process.
• newPrior to her appointment as Chief Executive Officer, Ms. Noblet served as President of Electronics and was a named executive officer of the Company for fiscal year 2025.
• newJames Zizelman stepped down as President and Chief Executive Officer effective March 31, 2026 and will continue to be employed as a strategic advisor through May 20, 2026 to support the leadership transition.
• newMr. Zizelman continues to serve on the Board and has been nominated for re-election at the 2026 Annual Meeting.
• newThe compensation reported for Ms. Noblet in this proxy statement reflects her service as President of Electronics during fiscal year 2025 and does not reflect her compensation as Chief Executive Officer.
• newIn connection with Ms. Noblet’s appointment, the Compensation Committee is finalizing her employment agreement as President and Chief Executive Officer.
• newAs of this proxy statement filing date, the employment agreement has not been finalized.
• changedElementTypeObjectiveBase SalaryCash - fixedAttract and retain highly skilled executives by providing market competitive base salary that is aligned with the executive's responsibilities, experience & andperformance.Annual Incentive PlanCash - variableMotivate and reward the achievement of individual, division and/or consolidated financial and operational strategic objectives.Long-Term Incentive PlanEquity and/or Cash - variableRetain and reward key employees, and align the interests of employees with our shareholders and the long-term success of the Company.Benefits & PerquisitesNon-cashRetain key employees by providing market competitive health, welfare and retirement benefits, and limited perquisites that align with our compensation philosophy.
• changedA significant portion of our executive officers’ annual and long-term performance-based compensation is at risk, at-risk,with the amount of risk increasing with the officer’s position level.
• changedThe following charts show the weighting of each element of 2025 2024total target annualized compensation for the CEO (Mr. Zizelman), and average for the other NEOs.
• new•Maintain NYSE compliant compensation Recovery Policy
• changedRole of the Compensation Committee
• newRole of the Independent Compensation Consultant
• newIn 2025, the Committee retained Meridian Compensation Partners (“Meridian”) as its independent compensation consultant.
• newRole of the CEO
• newThese recommendations take into account company and individual performance.
• newWhile the Committee gives substantial weight to the CEO’s recommendations, it retains ultimate authority and responsibility for setting compensation for all executive officers.
• changedCompensation Comparator Group
• changedThe Compensation Comparator Group is comprised ofsomeof our direct competitors and a broader group of companies in the electronic and motor vehicle parts manufacturing industries that the Committee believes is representative of the labor market from which we compete for recruitexecutive talent.
• newAs of December 31, 2025, the Company was competitively positioned among our Comparator Group by total revenue.
• changedThe table below shows the companies that comprised the 2025 2024Comparator Group:
• newColumbus McKinnon CorporationHelios Technologies, Inc.Standard Motor Products, Inc.Commercial Vehicle Group, Inc.Knowles CorporationStandex International CorporationCooper-Standard Holdings Inc.Littelfuse, Inc.Strattec Security CorporationCTS CorporationMethode Electronics, Inc.Superior Industries International, Inc.Dorman Products, Inc.Modine Manufacturing CompanyThe Shyft Group, Inc.Gentex CorporationMotorcar Parts of America, Inc.Wabash National CorporationGentherm IncorporatedRogers Corporation
• changedOur Theindependent compensation consultant provides the Committee with market data at the 25th, 50th and 75th percentiles of the Company’s Comparator Group for base salary, target cash incentives, target total cash, long-term incentives, and target total direct compensation.
• changedThe Committee generally uses the 50th percentile as the aprimary reference point when determining base salary, target annual incentives, and target long-term incentives, with the goal to position target total direct compensation at or around the 50th percentile of the Comparator Group. incentives.
• newTarget compensation for each named executive officer may vary above or below this reference point based on the Committee’s evaluation of the individual’s experience, performance and potential.
• newConsistent with the Committee’s pay-for-performance philosophy, actual incentive payouts may exceed target levels when Company financial performance exceeds established goals and will fall below target levels when such goals are not achieved.
• changedAt our 2025 2024Annual Meeting of Shareholders, our executive compensation program received the support of approximately 83% 99%of the votes cast on the Say-on-Pay proposal.
• newThe Committee takes this outcome seriously and recognizes that the level of support indicates concerns among a portion of our shareholders.
• newIn response, the Committee conducted a review of the Company’s executive compensation program to evaluate potential factors that may have contributed to the lower level of support.
• newThe Committee will continue to consider the results of the Say-on-Pay vote in its ongoing evaluation of the Company’s executive compensation program and will assess whether any changes are appropriate to further strengthen alignment between pay and performance.
• changedThe annual cash incentive compensation targets and long-term incentive targets are typicallyestablished as a percentage of each named executive officer’s base salary. compensation.
• changedBase salary levels for our executive officers are set on the basis of the executive’s responsibilities, thecurrentgeneralindustry,andcompetitive market data, and other individual factors. asdiscussedabove.
• changedIn each case, due consideration is given to these individual factors, such as the officer’s experience, competencies, performance, and contributions. contributions,andtoexternalfactors,suchassalariespaidtosimilarlysituatedexecutiveofficersbylike-sizedcompaniesandinparticularourComparatorGroup.
• changedIn 2025, 2024,there were no changes to any NEO’s base salary mid-year.
• newIn 2025, the Committee approved an adjustment to Mr. Zizelman’s base salary to better align his compensation with the competitive market median, based on peer data provided by the Company’s independent compensation consultant.
• newThe Committee determined that his prior base salary was below market following his initial appointment and, after multiple years in the role, adjusted his compensation to a level more appropriately aligned with peers.
• newThe table below shows change in base salary for each NEO from 2024 to 2025.
• newExecutive Officer20242025ChangeJames Zizelman$680,000$900,00032.4 %Matthew R.
• newHorvath$474,375$495,7224.5 %Susan C.
• newBenedict$387,608$405,0504.5 %Natalia Noblet (1)$453,371$473,7724.5 %Rajaey Kased$328,600$336,8152.5 %
• new(1)Amounts reported for Ms. Noblet were earned in euros and converted to U.S. dollars for purposes of the base salary table using the December 31, 2025 USD/EUR exchange rate; the underlying euro base salaries were €386,000 and €403,370, respectively.
• changedOur executive officers and other key employees participate in our Annual Incentive Plan (AIP), AIP,which provides for annual cash payments based on the achievement of pre-established specificfinancial and non-financial goals.
• changedAs described above, the Company believes that a substantial portion of each executive’s overall compensation should be directly tied to quantifiable measures of financial performance and the achievement of team-oriented strategic priorities. performance.
• changedAt the March 2025 2024Compensation Committee meeting, the Committee approved each NEO’s 2025 2024AIP target payout opportunity and the AIP’s performance metrics, goals metricsand related payout levels.
• newThe table below shows change in Annual Incentive Plan Target for each NEO from 2024 to 2025.
• newExecutive Officer20242025James Zizelman100 %100 %Matthew R.
• newHorvath60 %70 %Susan C.
• newBenedict60 %60 %Natalia Noblet60 %60 %Rajaey Kased50 %50 %
• newFor 2025, the Compensation Committee selected a combination of Adjusted Operating Income, Adjusted Cash Flow, and Team-Oriented Strategic Initiatives to provide a balanced assessment of financial performance and operational and strategic execution.
• newFor purposes of the Annual Incentive Plan, Adjusted Operating Income and Adjusted Cash Flow were each calculated on a normalized basis, excluding items consistent with the Company's non-GAAP financial measure reconciliations as disclosed pursuant to Regulation G.
• newFor a reconciliation of Adjusted Operating Income and Adjusted Cash Flow, which are non-GAAP financial measures, to the most directly comparable GAAP financial measures, please refer to Appendix B to this proxy statement.
• newOperating Income focuses executives on driving profitability, managing costs, and improving operating efficiency in a dynamic industry environment.
• newCash Flow promotes strong liquidity and disciplined capital allocation, supporting the Company’s ability to fund operations, navigate industry cyclicality, and invest in growth opportunities.
• newThe Team-Oriented Strategic Initiatives metric reinforces cross-functional collaboration and accountability for executing key initiatives, including operational improvements and strategic priorities critical to long-term value creation.
• newWeightings for each metric vary by participant group, as illustrated below.
• newPerformance MeasuresTarget WeightingsCEOCFOCHRO & AGCElectronics / Control DevicesConsolidated Metrics:Adjusted Operating Income50%50%50%15%Adjusted Cash Flow30%30%30%15%Divisional Metrics:Adjusted Operating Income30%Adjusted Cash Flow20%Team Oriented Strategic Initiatives20%20%20%20%
• newFinancial performance targets are aligned with the Company’s approved budget for the performance period January 1, 2025 through December 31, 2025.
• newAttainment for Adjusted Operating Income and Adjusted Cash Flow can range from 0% to 200% based on actual results: performance below threshold results in 0%, performance at threshold results in 50%, and performance at maximum or above results in 200%, with linear interpolation applied for results between threshold and target and between target and maximum.
• newTeam-Oriented Strategic Initiatives attainment can range from 0% to 150%.
• newIn addition, performance on Consolidated Adjusted Operating Income below threshold caps payout on other financial metrics (Consolidated Adjusted Cash Flow, Divisional Adjusted Operating Income, and Divisional Adjusted Cash Flow) at threshold, regardless of actual performance.
• changedThe stated objectives of the AIP include retaining and motivating key employees employees,and rewarding them for performance aligned with the growth and profitability of the Company.
• newIn 2025, lower customer production volumes and demand softness across most served markets adversely affected our financial performance.
• changedAs a result, the Consolidated Adjusted Operating Income was below threshold, capping payout levels for achievement against the Consolidated Adjusted Cash Flow, Divisional Adjusted Operating Income, and Divisional Adjusted Cash Flow metrics metricat threshold.
• changedAIP was earned by NEOs in 2025 2024as referenced in the table below.
• changedThe table below shows 2025 2024AIP performance measures and weightings, achieved results and performance target AIP earned.

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