Dear Shareholder:

We invite you to attend our 20172020 Annual Meeting of Shareholders (the “Annual Meeting”) on Tuesday, May 9, 2017,19, 2020, at 11:00 a.m. Eastern Daylight Savings Time (“EDT”). The Annual Meeting can be accessed by the Internet at our new corporate headquarters, 39675 MacKenzie Drive, Suite 400, Novi, Michigan 48377.

www.virtualshareholdersmeeting.com/SRI2020. Because the Annual Meeting is virtual and being conducted electronically, shareholders cannot attend the meeting in person.

The purpose of the Annual Meeting is to consider and take action on the following matters:

items of business:

Record Date. Only shareholders of record at the close of business on March 22, 2017,20, 2020, the record date, are entitled to notice of and to vote at the Annual Meeting.

We urge you to vote your shares on the Internet, by toll-free telephone call or, if you have requested a paper copy of our proxy materials, by signing, dating and returning the proxy card in the envelope provided.

Dated: March 30, 2017

April 2, 2020

If you hold your common shares in “street name”, in order to change or revoke your voting instructions you must follow the specific voting directions provided to you by your bank, broker or other holder of record.

In accordance with the Company’s Amended and Restated Code of Regulations, the number of directors has been fixed at eight. At the Annual Meeting, shareholders will elect eight directors to hold office until our next Annual Meeting of Shareholders and until their successors are elected and qualified. The Board proposes that the nominees identified below be elected to the Board.Board. Jonathan B. DeGaynor has an employment agreement with the Company which provides that during the term of the agreement he shall be entitled to be nominated for election to the Board. At our Annual Meeting, the common shares represented by proxies, unless otherwise specified, will be voted for the election of the eight nominees hereinafter named.

Directors are elected by a plurality of the votes cast at the Annual Meeting. Broker non-votes and abstaining votes will be counted as “present”“Present” for purposes of determining whether a quorum has been achieved at the Annual Meeting, but will not be counted as “For” or “Withheld” from any nominee. “Plurality” means that the director nominees who receive the greatest number of votes cast are elected, up to the maximum number of directors to be elected at the meeting. The maximum number to be elected is eight. Shares not voted will have no impact on the election of directors. Unless proper voting instructions are to “Withhold” authority for any or all nominees, the proxy given will be voted “For” each of the nominees for director.

The director nominees nominated by the Board are identified below. If for any reason any of the nominees is not a candidate when the election occurs (which is not expected), the Board expects that proxies will be voted for the election of a substitute nominee designated by the Board. The following information is furnished with respect to each person nominated for election as a director.

The Audit Committee of the Board currently anticipates appointing Ernst & Young LLP (“Ernst & Young”) as our independent registered public accounting firm for the year ending December 31, 2017.2020. For 2016,2019, Ernst & Young was engaged by us to audit our annual financial statements, assess our internal control over financial reporting and to perform audit-related and tax services. We expect that representatives of Ernst & Young will be present at the Annual Meeting, will have an opportunity to make a statement if they so desire, and are expected to be available to respond to appropriate questions from shareholders.

The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the independent external audit firm retained to audit the Company’s financial statements. As a matter of good corporate governance, the Audit Committee requests that shareholders ratify its anticipated selection of Ernst & Young to serve as our independent registered public accounting firm for 2017.

2020.

Although ratification by shareholders is not legally required, the Board believes that the submission is an opportunity for the shareholders to provide feedback on an important issue of corporate governance. If our shareholders do not approve the appointment of Ernst & Young, the appointment of our independent registered public accounting firm will be re-evaluated by the Audit Committee, but will not require the Audit Committee to appoint a different accounting firm. If the selection is not ratified, the Audit Committee will consider whether it is appropriate to select another independent registered public accounting firm. Even if the selection is ratified, the Audit Committee in its discretion may select a different independent registered public accounting firm at any time during 20172020 if it determines that such a change would be in the best interests of the Company and our shareholders.

Approval of this proposal requires the affirmative vote of a majority of the common shares present in person or by proxy and entitled to be voted on the proposal at our Annual Meeting. Abstentions will have the same effect as votes against the proposal. Broker non-votes will not be considered common shares present and entitled to vote on the proposal and will not have a positive or negative effect on the outcome of this proposal, however, there should be no broker non-votes on this proposal because brokers should have the discretion to vote uninstructed common shares on this proposal.

For the fiscal years ended December 31, 20162019 and 20152018 we retained Ernst & Young to provide services in the following categories and amounts. The Audit Committee has considered the scope and fee arrangements for all services provided by Ernst & Young, taking into account whether the provision of non-audit-related services is compatible with maintaining Ernst & Young’s independence.

		2016				2015
Audit Fees		$	1,899,800			$	1,496,515
Audit Related Fees			145,900				-
Tax Fees			374,700				193,662
Total Fees		$	2,420,400			$	1,690,177

The Audit Committee’s policy is to approve in advanceCommittee Charter requires pre-approval of all auditauditing services and permitted non-audit services (including the fees and terms thereof) to be performed for the Company by its independent registered public accounting firm. Pre-approval is generally provided for up to one year, is detailed as to

the particular service or category of services and is generally subject to a specific budget. The Audit Committee also pre-approves particular services on a case-by-case basis. In accordance with this policy, the Audit Committee has delegated pre-approval authority to the Chairman of the Audit Committee. The Chairman may pre-approve services and inform the Audit Committee at the next scheduled meeting.

All services provided by Ernst & Young during fiscal year 2016,2019, as noted in the previous table, were authorized and approved by the Audit Committee in compliance with the pre-approval policies and proceduresAudit Committee Charter as described above.

Audit Committee Report

In accordance with its written charter, the Audit Committee assists the Board in fulfilling its responsibility relating to corporate accounting, our reporting practices, andoverseeing (a) the quality and integrity of the financial reportsstatements of the Company, (b) the effectiveness of internal controls over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002, (c) the Company’s compliance with legal and other financial information provided by us to any governmental body or toregulatory requirements, (d) the public.Company’s independent registered public accounting firm’s qualifications and independence, and (e) the performance of the Company’s internal audit function and independent registered public accounting firm. Management is responsible for the financial statements and the financial reporting process, including assessing the effectiveness of the Company’s internal control over financial reporting. The independent registered public accounting firm is responsible for conducting audits and reviews of our financial statements in accordance with standards established by the Public Company Accounting Oversight Board, expressing an opinion on the conformity of the Company’s financial statements in accordance with generally accepted accounting principles, and auditing and reporting on the Company’s effectiveness of internal controls over financial reporting. The Audit Committee is comprised of five directors, each of whom is “independent” for audit committee purposes under the listing standards of the NYSE.

In discharging its oversight responsibility as to the audit process, the Audit Committee reviewed and discussed our audited financial statements for the year ended December 31, 2016,2019, with management, including a discussion of the quality, not just the acceptability, of the accounting principles; the reasonableness of significant judgments; and the clarity of disclosures in the financial statements. The Audit Committee also discussed with our independent registered public accounting firm, Ernst & Young, the matters required to be discussed under the Public Company Accounting Oversight Board Auditing Standard No. 16,Communications with Audit Committees.and the Commission. The Audit Committee has received the written disclosures and letter from Ernst & Young required by the applicable requirements of the Public Company Accounting Oversight Board regarding Ernst & Young’s communication with the Audit Committee concerning independence. The Audit Committee discussed Ernst & Young’s independence with Ernst & Young. The Audit Committee also considered whether the provision of non-audit services by Ernst & Young is compatible with maintaining Ernst & Young’s independence.

The Audit Committee discussed with our Vice President of Tax & Internal Audit and Internal Audit Director and Ernst & Young the overall scope and plans for their respective audits. The Audit Committee also met with the Internal Audit Director and Ernst & Young, with and without management present, to discuss the results of their examinations, their evaluations of our internal controls, and the overall quality of the Company’s financial reporting.

Based on the above-referenced review and discussions with management, the Internal Audit Director and Ernst & Young, the Audit Committee recommended to the Board, and the Board approved, that the audited consolidated financial statements for fiscal 20162019 be included in the Company’s Annual Report on Form 10-K filed with the SEC.

Our Insider Trading Policy prohibits Company directors, officers and key employees covered by the pre-clearance procedures of the Insider Trading Policy from engaging in hedging transactions designed to offset decreases in the market value of the Company’s securities, including transactions in prepaid variable forward contracts, equity swaps, collars, exchange funds, put options, call options or other derivative securities, on an exchange or in any other organized market, prepaid variable forwards, equity swaps, collars and exchange funds.

Anti-Pledging Policy

Our Insider Trading Policy prohibits directors, officers and key employees covered by the pre-clearance provisions of the Insider Trading Policy from holding Company securities in a margin account or pledging Company securities as collateral for a loan.

In 20162019 the Board held nine meetings.meetings and took action by unanimous written consent on two occasions. Each Board member attended at least 75% of the meetings of the Board and of the committees on which he or she serves. Our policy is that directors are to attend the Annual Meeting of Shareholders. All of our current directors attended the 20162019 Annual Meeting of Shareholders. Mr. Lasky has been appointed as the lead independent director by the independent directors to preside at the executive sessions of the independent directors. The Board’s independent directors meet regularly in executive session. All directors, except Mr. DeGaynor, the Company’s President and CEO, are independent.

The Board does not have a formal policy regarding the separation of the roles of CEO and Chairman of the Board as the Board believes it is in the best interest of the Company and our shareholders to make that determination based on the position and direction of the Company and the membership of the Board. At this time, the Board has determined that having an independent director serve as Chairman is in the best interest of the Company and our shareholders. This structure ensures a greater role for the independent directors in the oversight of the Company and active participation of the independent directors in setting agendas and establishing Board priorities and procedures. Further, this structure permits our President and CEO to devote more time focusing on the strategic direction and management of our day-to-day operations.

The Board has threefour standing committees to facilitate and assist the Board in the execution of its responsibilities. These committees are the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee and the Compliance and Ethics Committee. Each member of the Audit, Compensation, and Nominating and Corporate Governance and Compliance and Ethics Committees is independent as defined under the listing standards of the NYSE. The table below shows the composition of the Board’s committees:

This committee held eight meetings in 2016.2019. Information regarding the functions performed by the Audit Committee is set forth in the “Audit Committee Report,” included in this Proxy Statement. The Board has determined that each Audit Committee member is financially literate under the listing standards of the NYSE. The Board also determined that Mr. Jacobs and Mr. Schlather each qualify as an “audit committee financial expert” as defined by the SEC rules adopted pursuant to the Sarbanes-Oxley Act of 2002. In addition, under the Sarbanes-Oxley Act of 2002 and the NYSE rules mandated by the SEC, members of the audit committee must have no affiliation with the issuer, other than their Board seat, and receive no compensation in any capacity other than as a director or committee member. Each member of the Audit Committee meets this additional independence standard applicable to audit committee members of NYSE listed companies.

Compensation Committee

This committee held four meetings in 2016.2019. Each member of our Compensation Committee meets the independence requirements of the NYSE, including the enhanced independence requirements applicable to Compensation Committee members under NYSE rules and is a non-employee director under Rule 16b-3 of the Exchange Act and is an outside director under Section 162(m) of the Internal Revenue Code.Act. The Compensation Committee is responsible for establishing and reviewing our compensation philosophy and programs with respect to our executive officers; approving executive officer compensation and benefits; recommending to the Board the approval, amendment and termination of incentive compensation and equity-based plans; and certain other compensation matters, including director compensation. Our CEO makes recommendations regarding compensation of other officers to the Compensation Committee. The Compensation Committee can exercise its discretion in modifying any amount presented by our CEO. The Compensation Committee regularly reviews the total compensation obligations to each of our executive officers. During 2016,2019, the Compensation Committee retained Total Rewards Strategies LLC to provide compensation related consulting services. Specifically, the compensation consultant provided relevant market data, current trends in executive and director compensation and advice on program design. In accordance with its charter, the Compensation Committee may delegate power and authority as it deems appropriate for any purpose to a subcommittee of not fewer than two members.

This committee held two meetings in 2016.2019. The purpose of the Nominating and Corporate Governance Committee is to evaluate the qualifications of director nominees, to recommend candidates for election as directors, to make recommendations concerning the size and composition of the Board, to develop and implement our corporate governance policies and to assess the effectiveness of the Board.

It is the policy of the Nominating and Corporate Governance Committee to consider individuals recommended by shareholders for membership on the Board. If a shareholder desires to recommend an individual for membership on the Board, then that shareholder must provide a written notice (the “Recommendation Notice”) to the Secretary of the Company at Stoneridge, Inc., 39675 MacKenzie Drive, Suite 400, Novi, Michigan 48377, on or before January 15 for consideration by this committee for that year’s election of directors at the Annual Meeting of Shareholders.

In order for a recommendation to be considered by the Nominating and Corporate Governance Committee, the Recommendation Notice must contain, at a minimum, the following:

·

the name and address, as they appear on the Company’s books, and telephone number of the shareholder making the recommendation, including information on the number of common shares owned and date(s) acquired, and if such person is not a shareholder of record or if such common shares are owned by an entity, reasonable evidence of such person’s ownership of such shares or such person’s authority to act on behalf of such entity;

·

the full legal name, address and telephone number of the individual being recommended, together with a reasonably detailed description of the background, experience, and qualifications of that individual;

·

a written acknowledgment by the individual being recommended that he or she has consented to the recommendation and consents to the Company undertaking an investigation into that individual’s background, experience, and qualifications in the event that the Nominating and Corporate Governance Committee desires to do so;

·

any information not already provided about the person’s background, experience and qualifications necessary for us to prepare the disclosure required to be included in our proxy statement about the individual being recommended;

·

the disclosure of any relationship of the individual being recommended with us or any of our subsidiaries or affiliates, whether direct or indirect; and

·

the disclosure of any relationship of the individual being recommended with the shareholder, whether direct or indirect, and, if known to the shareholder, any material interest of such shareholder or individual being recommended in any proposals or other business to be presented at our Annual Meeting of Shareholders (or a statement to the effect that no material interest is known to such shareholder).

The Committee has the responsibility for determining the compensation paid to the Company’s executive officers. In carrying out its responsibilities, among other things, the Committee does the following:

·

Ensures there is a clear, reasonable and logical linkage between executive officer compensation programs and overall Company performance

·

Considers comparison to the Company’s established Comparator Group and the broader market to ensure appropriate mix and level of competitiveness of compensation

·

Reviews and approves annual base salary levels, annual incentive plan targets, and long-term incentive plan targets, in alignment with the level and performance of each NEO as well as company performance and market conditions

·

Reviews, advises on and approves new or revised compensation plans

The Committee retains the services of an independent compensation consultant to assist the Committee with the following:

·

Appraising of relevant trends and compensation developments in the market

·

Providing advice regarding issues such as long-term incentives and change in control arrangements and other topics as needed

·

Providing Comparator Group analysis

·

Providing market data for the CEO position and other executive officers

The Committee considers the recommendations and evaluations of the CEO when setting the compensation of the other executive officers.

considers the evaluation and recommendation of the CEO in determining the base salary of the other executive officers. The Committee generally approves all executive officer base salaries at its December meeting, which become effective January 1 of the following year.

Executive officers’ base salaries remain fixed throughout the year unless a promotion, change in responsibilities, or special circumstances occur.

Based on a review of base salaries relative to the comparator group and a desire to shift greater weight to performance-based compensation, the CEO recommended and the Committee approved that there would be no base salary increases in 2016 for the non-CEO executive officers of the Company.

Annual Incentive Awards

Our executive officers participate in our Annual Incentive Plan (“AIP”) which provides for annual cash payments based on the achievement of specific financial goals. As described above, the Company believes that a substantial portion of each executive’s overall compensation should be directly tied to quantifiable measures of financial performance. In February 2016,At the March 2019 Compensation Committee meeting, the Committee approved the Company’s 20162019 AIP targets and performance metrics. The AIP targets are expressed as a percentage of the executive officer’s base salary.

For 2016,2019, the structure of our AIP included both consolidated financial performance metrics and, where appropriate, divisional or functional focused metrics to incentivize specific performance. In addition, in 2016there is an individual performance metric was added for executive officers (excluding Mr. DeGaynor) and other direct reports toleaders in the CEOCompany as a way to incentivize and reward specific strategic and measurable activities that are particular to each executive officer’sleader’s area of responsibility. The individual metrics are considered critical to the achievement of the overall financial and operational metrics.

The AIP metrics, weighting,individual performance metric performance targets,functions as a multiplier to the overall Weighted Achievement, and achievement for our NEOs for 2016 are summarized as follows:

For Mr. DeGaynor	Weight	Metric Target	Achievement
Consolidated Metrics:
Operating Income	60%	$44.2 million	104%
Free Cash Flow	20%	$31.3 million	130%
Return on Invested Capital	20%	16.7%	105%
For Mr. Strickler, Mr. Krakowiak and Mr. Beaver:	Weight	Metric Target	Achievement
Consolidated Metrics:
Operating Income	40%	$44.2 million	104%
Free Cash Flow	20%	$31.3 million	130%
Return on Invested Capital	20%	16.7%	105%
Individual Performance
Mr. Strickler	20%	100%	125%
Mr. Krakowiak	20%	100%	100%
Mr. Beaver	20%	100%	100%
For Mr. Sloan:	Weight	Metric Target	Achievement
Consolidated Metrics:
Operating Income	30%	$44.2 million	104%
Free Cash Flow	15%	$31.3 million	130%
Return on Invested Capital	15%	16.7%	105%
Individual Performance	20%	100%	150%
Divisional Metrics:
Operating Income	10%	$63.2 million	98%
Free Cash Flow	5%	$37.8 million	92%
Return on Invested Capital	5%	44.4%	98%

For Mr. Kruk:	Weight	Metric Target	Achievement
Consolidated Metrics:
Operating Income	30%	$44.2 million	104%
Free Cash Flow	15%	$31.3 million	130%
Return on Invested Capital	15%	16.7%	105%
Individual Performance	20%	100%	75%
Divisional Metrics:
Operating Income	10%	$18.5 million	80%
Free Cash Flow	5%	$12.1 million	120%
Return on Invested Capital	5%	32.8%	75%

The consolidated and divisional financial performance metric targets were established based on our 20162019 business plan andplan. The targets were intended to be challenging but achievable based on industry conditions known at the time they were established. Under the 20162019 AIP, the minimumthreshold level for achievement foron the consolidated and divisional financial metrics was based on 80% of target while the maximum level was based on 130% of target.

The following table provides the 2016 AIP targets and achievement as a percent of base salary and as a dollar amount for our NEOs. In 2016, the AIP targets as a percent of base salary for Mr. Strickler, Mr. Beaver, Mr. Sloan and Mr. Kruk were increased. This was part of the overall strategy mentioned previously to hold base salary constant for 2016 while shifting a greater portion of total compensation to be more directly performance-based. This also more closely aligned the total cash compensation for this group with the peer group total cash compensation levels.

Executive Officer		Percent of Base Salary Target				Percent of Base Salary Achieved				Target Bonus				Achieved Bonus
Jonathan B. DeGaynor			100	%			131.0	%		$	549,996			$	720,720
Robert R. Krakowiak(1)			65	%			83.6	%			89,667				115,275
George E. Strickler			75	%			100.2	%			288,075				384,753
Michael D. Sloan			65	%			84.3	%			200,200				259,599
Thomas A. Beaver			55	%			70.7	%			174,350				224,144
Peter Kruk(2)			50	%			57.5	%			118,663				133,799

(1)

Mr. Krakowiak's 2016 AIP bonus is prorated to reflect his employment start date of August 29, 2016.

(2)

Mr. Kruk is based in Sweden and is paid in Swedish Krona.  For purposes of this proxy statement, his compensation has been converted to USD using the average of the foreign currency exchange rates on the last day of each month of the 2016 reporting year.

For each performance metric, specific levels of achievement for minimum,threshold, target, and maximum were set as described above.established. At target, 100% payout is achieved for each element of the plan; at maximum, 200% payout is achieved; and at minimum,threshold, 50% payout is achieved. Below the minimum,threshold, no incentive is earned under the plan. Minimumon that metric. Threshold achievement underon the Operating Income metric is required for the other metrics to payoutpay out above their minimumthreshold levels. The AIP incentive compensation payout earned between the minimumthreshold and maximum levels is prorated.

The payment of compensation under the 20162019 AIP plan was subject to our overall performance and is included in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table.

The following chart shows the allocation of the LTIP awards that were granted in 2016:

 

Executive Officer	​	​	Targeted Value 2019 Grant
Jonathan B. DeGaynor	​	​	$ 2,450,000
Robert R. Krakowiak	​	​	698,625
Thomas M. Dono, Jr.	​	​	425,590
Laurent P. Borne	​	​	338,000
Robert R. Willig, Jr.	​	​	338,000
Anthony L. Moore	​	​	347,069