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The Board of Directors (the “Board”) of Stoneridge, Inc. (the “Company”) is sending you this Proxy Statement to ask for your vote as a StoneridgeCompany shareholder on certain matters to be voted on at our Annual Meeting of Shareholders (“Annual Meeting”) to be held on Tuesday, May 9, 2017,17, 2022, at 11:00 a.m. Eastern Time, at Stoneridge Inc.(Eastern Time), 39675 MacKenzie Drive, Suite 400, Novi, Michigan 48377. for the purposes set forth herein and in the accompanying Notice of Annual Meeting of Shareholders. The Annual Meeting will be held virtually. You can attend the Annual Meeting online, vote your shares electronically, and submit your questions during the Annual Meeting, by visiting www.virtualshareholdermeeting.com/SRI2022. You will need to have your 16-digit Control Number included on your Notice of Internet Availability or your proxy card (if you received a printed copy of the proxy materials) to join the Annual Meeting.
We are mailing shareholders a Notice of Internet Availability
of Proxy Materials containing instructions on how to access the
proxy materialsProxy Materials and how to vote online on or about
March 30, 2017.April 7, 2022.
Annual Report; Internet Availability
As permitted by SEC rules, we
We are furnishing our proxy materials, which include this Proxy Statement,
our Notice of Annual Meeting of Shareholders and our
20162021 Annual Report to Shareholders, to shareholders by providing access to the proxy materials on the Internet at
www.envisionreports.com/sri.
www.proxyvote.com. The Company anticipates that the Notice of Internet Availability in connection with our proxy solicitation materials will first be mailed on or about April 7, 2022 to all shareholders entitled to vote at the Annual Meeting and we will post our proxy materials on the website referenced in the Notice of Internet Availability. As more fully described in the Notice of Internet Availability, all shareholders may choose to access our proxy materials on the website referred to in the Notice of Internet Availability or may request to receive, without charge, a printed set of our proxy materials.
The Board is making this solicitation of proxies and we will pay the cost of the solicitation. We have retained
GeorgesonD.F. King & Co., Inc., at an estimated cost of
$8,000,$15,000, plus expenses, to assist in the solicitation of proxies from brokers, nominees, institutions and individuals. In addition,
to the solicitation of proxies by mail by Georgeson Inc., our employees,
without any additional remuneration, may solicit proxies by telephone
or facsimile or
other electronic
mail.means. We will also make arrangements with brokerage houses and other custodians, nominees and fiduciaries to forward solicitation material to beneficial owners of shares held of record by such persons, and we will reimburse such persons for their reasonable out-of-pocket expenses in forwarding solicitation material.
The common shares represented by your proxy will be voted in accordance with the instructions as indicated on your proxy.proxy card. In the absence of any such instructions, they will be voted to (a)(i) elect the director nominees set forth under “Election of Directors”; (b)(ii) ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2017; (c)2022; (iii) approve on an advisory basis the compensation of our Named Executive Officers;Officers, and (d) select “1 YEAR” on(iv) approve the frequencyamendment to the 2018 Amended and Restated Directors’ Restricted Shares Plan.
No business other than that set forth in the accompanying Notice of an advisoryAnnual Meeting of Shareholders is expected to come before the Annual Meeting. Should any other matter requiring a vote on executive compensation.of shareholders properly arise, the persons named in the enclosed form of proxy will vote such proxy in accordance with their judgment.
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PROPOSAL TWO: RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP
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,
2017.2022. For
2016,2021, 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
2017.2022.
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
20172022 if it determines that such a change would be in the best interests of the Company and our shareholders.
Vote Required for Approval 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.
The Board of Directors recommends that you vote FOR Proposal Two.
Service Fees Paid to the
Independent Registered Public Accounting Firm
For the fiscal years ended December 31,
20162021 and
20152020 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 | |
Audit Fees | | | $1,832,100 | | | $1,895,700 |
Audit Related Fees | | | 308,200 | | | 3,000 |
Tax Fees | | | 260,400 | | | 286,400 |
Total Fees | | | $2,400,700 | | | $2,185,100 |
Audit Fees.
Audit fees include services associated with the annual audit of our consolidated financial statements, the audit of our internal control over financial reporting, the quarterly reviews of the financial statements included in our SEC Form 10-Q filings, international statutory audits and other services that are normally provided by the independent registered accountants in connection with regulatory filings. The increase in audit fees in 2016 primarily relates to various additional audit services including the release of Company’s valuation allowance on its U.S. federal, certain state and foreign deferred tax assets and the Company’s headquarter relocation.Audit-related fees
Audit Related Fees. Audit relatedRelated fees include services associated with assurance and related services that are reasonably related to the performance of the audit of the Company’s financial statements, which includes assistance in financialand consist primarily of due diligence related to mergersservices in connection with acquisitions and acquisitions.divestitures and other attest services.
Tax Fees.
Tax fees relate to tax planning, domestic and international tax compliance and tax advice. The increase in tax fees in 2016 primarily relates to tax due diligence for mergers and acquisitions.Pre-Approval Policies and Procedures
The Audit Committee’s policy is to approve in advance all audit and permitted non-audit services to be performed for the Company by its independent registered public accounting firm. Pre-approval is
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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
2016,2021, as noted in the previous table, were authorized and approved by the Audit Committee in compliance with the pre-approval policies and procedures 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, and the quality and integrity of the financial reports and other financial information provided by us to any governmental body or to the public. 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,
2016,2021, 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
underby the applicable requirements of the Public Company Accounting Oversight Board
Auditing Standard No. 16,Communications with Audit Committees.and the SEC. 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 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
20162021 be included in the Company’s Annual Report on Form 10-K filed with the SEC.
| The Audit Committee |
| |
| Douglas C. Jacobs, Chairman |
| Ira C. Kaplan |
| William M. Lasky |
| George S. Mayes, Jr. |
| Paul J. Schlather |
The Audit Committee
Douglas C. Jacobs, Chairman*
Ira C. Kaplan
William M. Lasky
Paul J. Schlather
Frank S. Sklarsky
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PROPOSAL THREE: SAY-ON-PAY
As required by Section 14A of the Securities Exchange Act of 1934 (the “Exchange Act”) we provide our shareholders with the opportunity to cast an annual advisory non-binding vote to approve the compensation of our Named Executive Officers as disclosed pursuant to the SEC’s compensation disclosure rules (which disclosure includes the Compensation Discussion and Analysis, the compensation tables, and the narrative disclosures that accompany the compensation tables) (a “Say-On-Pay” proposal). We believe that it is appropriate to seek the views of shareholders on the design and effectiveness of the Company’s executive compensation program.
At the Company’s
20162021 Annual Meeting of Shareholders,
97%98% of the votes cast on the Say-On-Pay proposal voted in favor of the proposal. The Compensation Committee believes this affirmed shareholders’ support of the Company’s approach to executive compensation.
Our goal for the executive compensation program is to attract, motivate, and retain a talented, entrepreneurial and creative team of executives to provide operational and strategic leadership for the Company’s success in competitive markets. We seek to accomplish this goal in a way that rewards performance and is aligned with our shareholders’ long-term interests. We believe that our executive compensation program, which emphasizes performance-based compensation and long-term equity awards, satisfies this goal and is strongly aligned with the long-term interests of our shareholders.
Base compensation is aligned to be competitive in the industry in which we operate. Performance-based compensation (cash and equity) represents 60-75%44-53% of each executive officer’s target compensation opportunity, with long-term incentives representing the largest portion of compensation. Targets for incentive compensation are based on financial performance targets and increasing shareholder value.
The Compensation Committee retains the services of an independent compensation consultant to advise
the Committee on competitive compensation and compensation practices.
The Board recommends that shareholders vote FOR the following resolution:
“RESOLVED that the compensation paid to the Company’s Named Executive Officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.”
Because the vote is advisory, it will not be binding upon the Board or the Compensation Committee. The Board and the Compensation Committee value the opinions of our shareholders and will take into account the outcome of the vote when considering future decisions regarding executive compensation.
Vote Required for Approval
The affirmative vote of a majority of the common shares present or represented by proxy and voting at the Annual Meeting will constitute approval of this non-binding resolution. If you own common shares through a bank, broker or other holder of record, you must instruct your bank, broker or other holder of record how to vote in order for them to vote your common shares so that your vote can be counted on this proposal. 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 this proposal and will not have a positive or negative effect on the outcome of this proposal.
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PROPOSAL FOUR: APPROVAL OF AN AMENDMENT TO THE 2018 AMENDED AND RESTATED DIRECTORS’ RESTRICTED SHARES PLAN The Company’s 2018 Amended and Restated Directors’ Restricted Shares Plan (the “DRSP”) was, upon the approval and recommendation of the Board of Directors, in accordance with the applicable law and the listing rules of the NYSE, approved by the Company’s shareholders at the 2018 Annual Meeting of Shareholders. The DRSP authorized 850,000 Company common shares for issuance, of which 52,989 common shares remain available to be issued. On March 15, 2022, the Board of Directors approved an amendment (the “Amendment”) to DRSP, subject to shareholder approval, to amend the DRSP to increase by an additional 100,000 common shares the number of common shares available for issuance under the DRSP, bringing the total to 950,000 common shares. The Company is seeking approval of the Amendment because the additional common shares available for issuance under the DRSP will assist the Company in achieving its goal of promoting growth and profitability. The DRSP is a key component to compensating the Company’s directors (see “Director Compensation” on page 38”). The description of the DRSP and the Amendment are subject to and qualified by Appendix A to this Proxy Statement (which sets forth the DRSP and the Amendment). Summary of the Amendment and DRSP
The Amendment will increase the number of common shares available for issuance by 100,000 to bring the total common shares available for issuance to 950,000.
The purpose of the DRSP is to advance the interests of the Company and its shareholders by providing Eligible Directors (all non-employee directors) with an opportunity to participate in the Company’s future prosperity and growth and an incentive to increase the value of the Company based on the Company’s performance, development, and financial success.
The Board of Directors administers the DRSP. The Board has the power and authority to approve the grant of common shares subject to forfeiture (“Restricted Shares”) to Eligible Directors; approve the terms and conditions; adopt, alter, and repeal such administrative rules, guidelines, and practices governing the DRSP as it shall, from time to time, deem advisable; interpret the terms and provisions of the DRSP and any agreements related thereto; and take any other actions the Board considers appropriate.
If the Amendment is approved the maximum aggregate number of common shares that may be issued under the DRSP as Restricted Shares shall be increased by 100,000 to a total of 950,000. The Restricted Shares that may be issued under the DRSP may be authorized but unissued common shares or issued shares reacquired by the Company and held as Treasury Shares.
The Restricted Shares granted under the DRSP will be authorized by the Board and will be evidenced by a written agreement in the form approved by the Board, which will be dated as of the date on which the Restricted Shares are granted, will be signed by an officer of the Company, will be signed by the participant, and will describe the terms and conditions to which the award of Restricted Shares is subject.
The DRSP provides for the forfeiture of rights granted under the DRSP of unvested shares on death, disability, resignation, refusal to stand for reelection or failure to be elected, unless otherwise determined by the Board.
No Eligible Director may receive a grant of Restricted Shares in excess of 10,000 shares in any one calendar year.
The Board may modify, suspend or terminate the DRSP as long as it does not impair the rights thereunder of any participant. If this proposal is approved, the total number of common shares authorized under the DRSP would represent approximately 3.5% of the Company’s outstanding common shares.
Vote Required for Approval
The affirmative vote of a majority of the votes cast in person or by proxy by shareholders represented and entitled to vote at the Annual Meeting is required for approval of the Amendment. Broker non-votes will not be treated as votes cast and will not have a positive or negative effect on the outcome of the proposal. Abstentions will be treated as votes cast and, consequently, will have the same effect as votes against the proposal.
The Board of Directors recommends that you vote FOR Proposal Three.Four.
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PROPOSAL FOUR: SAY ON PAY FREQUENCY
As required under the Dodd-Frank Act and Section 14A of the Exchange Act, we are also asking you to cast an advisory (non-binding) vote recommending the frequency with which we should hold future shareholder advisory votes on the compensation of our named executive officers.
This advisory vote, commonly known as a “Say-on-Frequency” vote, gives you the opportunity to express your views about how frequently (but at least once every three years) we should conduct a Say-on-Pay vote. You may vote for future Say-on-Pay votes to be held every “1 YEAR,” “2 YEARS” or “3 YEARS” or abstain from voting in response to this proposal.
We believe you should vote for us to conduct Say-on-Pay votes every year (1 YEAR). Before you vote, we encourage you to consider the following:
| · | a vote every year provides shareholders with the most immediate and direct way to provide input with respect to the Company’s current compensation arrangements; |
| · | a vote every year promotes the highest degree of transparency regarding our compensation structure; |
| · | a vote every year is consistent with best practices and good corporate governance; |
| · | many of the leading shareholder advisory firms and institutional shareholders have publicly announced their support for annual Say-on-Pay votes; and |
| · | the majority of the Company’s shareholders voted in 2011 (the last Say-on-Frequency vote) to have a Say-on-Pay vote every year (i.e., for 1 Year) and subsequent to that vote the Company has included a Say-on-Pay vote every year. |
For these reasons, the Board recommends that shareholders vote for us to conduct the required shareholder advisory vote on named executive officer compensation every year (1 YEAR) on Proposal Four.
CORPORATE GOVERNANCE
Corporate Governance Documents and Committee Charters
The Company’s Corporate Governance Guidelines, Code of Business Conduct, and Ethics, Code of Ethics for Senior Financial Officers and the charters of the Board of Directors’ Audit, Compensation, and Nominating and Corporate Governance and Compliance and Ethics committees are posted on our website atwww.stoneridge.com.
Written copies of these documents are available without charge to any shareholder upon request. Requests should be directed to Investor Relations at the address listed on the Notice of Annual Meeting of Shareholders.
We established a corporate ethics hotline as part of our Whistleblower Policy and Procedures to allow persons to lodge complaints about accounting, auditing and internal control matters, and to allow an employee to lodge a concern, confidentially and anonymously, about any accounting and auditing matter. Information about lodging such complaints or making such concerns known is contained in our Whistleblower Policy and Procedures, which is posted on our website at
www.stoneridge.com.
The NYSE rules require listed companies to have a Board of Directors comprised of at least a majority of independent directors. Under the NYSE rules, a director qualifies as “independent” upon the affirmative determination by the Board of Directors that the director has no material relationship with the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company). The Board has not adopted categorical standards of independence. The Board has determined that the following directors
andor nominees for election as a director are independent:
Jeffrey P. Draime | | | Kim Korth | | | Paul J. Schlather |
Douglas C. Jacobs | | | William M. Lasky | | | Frank S. Sklarsky |
Ira C. Kaplan | | | George S. Mayes, Jr. |
Douglas C. Jacobs | William M. Lasky | Paul J. Schlather |
Ira C. Kaplan | | |
Annual Board and Committee
Self EvaluationsSelf-Evaluations
Our Corporate Governance guideline requires that the Board and each committee conduct an annual self-evaluation. The self-evaluations are intended to facilitate a candid assessment and discussion by the Board and each committee of its effectiveness as a group in fulfilling its responsibilities. Each year the Board and each committee conducts a self-evaluation/assessment using questionnaires to facilitate the evaluation. The Board and each Committee then reviews a summary of the questionnaires in connection with discussions to determine which areas the Board and Committee would like to focus on during the coming year to enhance its effectiveness.
The Board of Directors’ Role in Risk Oversight
It is management’s responsibility to manage risk and bring to the Board’s attention the most material risks to the Company. The Board has oversight responsibility of the processes established to report and monitor systems for material risks applicable to us. The Audit Committee regularly reviews enterprise-wide risk management, which includes treasury risks (foreign exchange rates, and credit and debt exposures), financial and accounting risks, legal and compliance risks, and other risk management functions. The Compensation Committee considers risks related to the attraction and retention of talent and related to the design of compensation programs and arrangements. The full Board considers strategic risks and opportunities and regularly receives reports from management on risk and from the committees regarding risk oversight in their areas of responsibility.
The Board of Directors’ Role in Ethics and Compliance
The Company is committed to a culture of integrity and trust, to conducting all of its business dealings in compliance with applicable federal, state and foreign laws, rules and regulations and to operating with the highest standards of business ethics. The Board established the Compliance and Ethics Committee to
| · | We successfully launched new platforms including our new shift-by-wire products in our Control Devices segment. These new products resulted in significant organic growth for the Company in 2016. |
| · | Our business units have continued to focus on profitable and sustainable top line growth by developing a clear current and future vision of our products, technologies and targeted customers. |
| · | We continued to manage through the challenging economic conditions in Brazil, proactively realigning our cost structure based on weakness in the Brazilian economy and automotive market and making operational improvements. |
| · | Net sales increased by 7.9% primarily due to higher sales in our Control Devices segment from higher North American automotive market sales associated with the launch of our shift-by-wire product. This was offset by unfavorable foreign currency translation in our Electronics and PST segments, lower sales volume in our Electronics segment related to North American commercial vehicle products and lower product sales volume in our PST segment due to weakness in the Brazilian economy and automotive market. |
| · | Income from continuing operations increased by $54.8 million compared to the prior year. This increase was primarily due to impact of the release of the valuation allowance associated with our U.S. federal, certain state and foreign deferred tax assets of $38.8 million. Excluding the impact of the valuation allowance release, income from continuing operations increased by $16.0 million due to higher sales in our Control Devices segment, a gross margin expansion and improved operational efficiency. |
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Human Capital Disclosure
As of December 31, 2021, Stoneridge employed approximately 5,000 full time and temporary employees in 13 countries, with about 86% located outside of the United States. Although we have no collective bargaining agreements covering U.S. employees, a result:significant number of employees located in Brazil, China, Estonia, Mexico, Netherlands, Sweden and the United Kingdom either (i) are represented by a union and are covered by a collective bargaining agreement, or (ii) are covered by a works council or other employment arrangements required by law. We work to ensure positive relations with our employees.
We strive to create a work environment that enhances employee engagement, fosters productivity, and is aligned with our values of Integrity, Accountability, Teamwork, Adaptability, Customer Orientation, and Social Responsibility. We know that our success is dependent on our employees’ engagement, performance, skills, and development. To that end, we have established talent management programs at Stoneridge, which include but are not limited to the following:
Periodic global employee engagement surveys and subsequent action planning
Regular talent reviews for employee development and succession planning
Feedback and coaching to ensure employee performance is aligned with our goals and strategic direction
Delivery of Code of Conduct and global policy training
New employee orientation with globally consistent and locally flexible messaging
Frequent global “townhall” meetings and other communications
Employee wellness programs
Opportunities for community and charitable involvement (reduced recently due to COVID-19 pandemic)
Employee mentoring program
Internship programs
When we hire new employees, we focus not just on the skills required for current positions, but the ever-changing complex skills and competencies that will be required as we move forward on our path to being a leading integrated technology partner for the mobility industry. We seek diverse sources for candidates and we offer wages and benefits that are competitive in the markets where employees are located.
We believe a diverse workforce and an inclusive work environment is required for us to achieve our full potential as an organization. We further recognize the importance of having a strong Diversity, Equity & Inclusion (“DEI”) strategy. We have recently embarked on an initiative to reassess our DEI strategy, identify gaps between our ideal and current states, and develop goals and actions to realize measurable improvement. We look forward to continuing this important work in 2022.
It is always a top priority, but the COVID-19 global pandemic has brought even greater focus on employee health and safety. We instituted a global Safe Workplace Committee that meets regularly to assess, monitor, and update safety measures as needed related to COVID-19 for each location. At the start of the pandemic, where possible, employees began working from home, and extensive safety measures were implemented, including temperature and health screenings, distanced workstations, plexiglass barriers, enhanced cleaning and disinfection protocols, required face coverings, and contact tracing when needed. Over time, the Safe Workplace Committee has adapted our safety protocols as local regulations and changing conditions have warranted. Our safety measures continue to be aligned with the recommendations of US and global health organizations.
The Human Resources function at Stoneridge is an active and visible partner to the business at all levels. Our Chief Human Resources Officer reports directly to the Chief Executive Officer and interacts frequently with the Company’s Board of Directors. Our Human Capital focus will continue to be on employee engagement, employee and leadership development, communications, and employee health and safety.
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Value of Payment Presuming Hypothetical December 31,
20162021 Termination Date
Upon resignation, no payments are due to any NEO in the table below. Assuming the events described in the table below occurred on December 31,
2016,2021, each NEO would be eligible for the following payments and benefits:
| Termination Without Cause | | Non-Termination Change in Control | | Change in Control and NEO Resigns for Good Reason or is Terminated Without Cause | | Disability | | Death | |
Jonathan B. DeGaynor | | | | | | | | | | | | | | | |
Base Salary | $ | 550,000 | | $ | - | | $ | 1,100,000 | | $ | 137,500 | | $ | - | |
Annual Incentive Award | | 550,000 | | | - | | | 1,100,000 | | | - | | | - | |
Unvested and Accelerated Restricted | | | | | | | | | | | | | | | |
Common Shares and Share Units | | 921,428 | | | 1,958,991 | | | 1,958,991 | | | 921,428 | | | 921,428 | |
Unvested and Accelerated Performance | | | | | | | | | | | | | | | |
Shares, Restricted Common Shares and | | | | | | | | | | | | | | | |
Phantom Shares | | 1,025,905 | | | 2,222,395 | | | 2,222,395 | | | 1,025,905 | | | 1,025,905 | |
Health and Welfare Benefits | | 23,682 | | | - | | | 47,364 | | | - | | | - | |
Total | $ | 3,071,015 | | $ | 4,181,385 | | $ | 6,428,750 | | $ | 2,084,833 | | $ | 1,947,333 | |
Robert R. Krakowiak | | | | | | | | | | | | | | | |
Base Salary | $ | 400,000 | | $ | - | | $ | 800,000 | | $ | - | | $ | - | |
Annual Incentive Award | | - | | | - | | | 230,550 | | | - | | | - | |
Unvested and Accelerated Restricted | | | | | | | | | | | | | | | |
Common Shares and Share Units | | 24,902 | | | - | | | 224,115 | | | 24,902 | | | 24,902 | |
Unvested and Accelerated Performance | | | | | | | | | | | | | | | |
Shares, Restricted Common Shares and | | | | | | | | | | | | | | | |
Phantom Shares | | 30,435 | | | - | | | 273,912 | | | 30,435 | | | 30,435 | |
Health and Welfare Benefits | | 23,613 | | | - | | | 47,226 | | | - | | | - | |
Total | $ | 478,949 | | $ | - | | $ | 1,575,803 | | $ | 55,336 | | $ | 55,336 | |
George E. Strickler | | | | | | | | | | | | | | | |
Base Salary | $ | 576,150 | | $ | - | | $ | 1,152,300 | | $ | - | | $ | - | |
Annual Incentive Award | | - | | | - | | | 1,728,450 | | | - | | | - | |
Unvested and Accelerated Restricted | | | | | | | | | | | | | | | |
Common Shares and Share Units | | 772,540 | | | 1,245,730 | | | 1,245,730 | | | 772,540 | | | 772,540 | |
Unvested and Accelerated Performance | | | | | | | | | | | | | | | |
Shares, Restricted Common Shares and | | | | | | | | | | | | | | | |
Phantom Shares | | 845,458 | | | 1,414,846 | | | 1,414,846 | | | 845,458 | | | 845,458 | |
Health and Welfare Benefits | | 17,923 | | | - | | | 35,846 | | | - | | | - | |
Total | $ | 2,212,071 | | $ | 2,660,576 | | $ | 5,577,172 | | $ | 1,617,998 | | $ | 1,617,998 | |
Michael D. Sloan | | | | | | | | | | | | | | | |
Base Salary | $ | 308,000 | | $ | - | | $ | 616,000 | | $ | - | | $ | - | |
Annual Incentive Award | | - | | | - | | | 443,737 | | | - | | | - | |
Unvested and Accelerated Restricted | | | | | | | | | | | | | | | |
Common Shares and Share Units | | 447,858 | | | 730,774 | | | 730,774 | | | 447,858 | | | 447,858 | |
Unvested and Accelerated Performance | | | | | | | | | | | | | | | |
Shares, Restricted Common Shares | | | | | | | | | | | | | | | |
and Phantom Shares | | 489,509 | | | 830,015 | | | 830,015 | | | 489,509 | | | 489,509 | |
Health and Welfare Benefits | | 23,251 | | | - | | | 46,502 | | | - | | | - | |
Total | $ | 1,268,618 | | $ | 1,560,789 | | $ | 2,667,028 | | $ | 937,367 | | $ | 937,367 | |
Jonathan B. DeGaynor
| | | | | | | | | | | | |
Base Salary | | | $900,000 | | | $1,800,000 | | | $225,000 | | | $— |
Annual Incentive Award | | | 925,000 | | | 1,850,000 | | | — | | | — |
Unvested and Accelerated Restricted Common Shares and Share Units | | | 1,647,954 | | | 2,651,260 | | | 2,651,260 | | | 2,651,260 |
Unvested and Accelerated Performance Shares, Restricted Common Shares | | | 2,014,131 | | | 3,240,360 | | | 3,240,360 | | | 3,240,360 |
Health and Welfare Benefits | | | 59,714 | | | 119,427 | | | — | | | — |
Total | | | $5,546,799 | | | $9,661,047 | | | $6,116,620 | | | $5,891,620 |
Matthew R. Horvath
| | | | | | | | | | | | |
Base Salary | | | $325,000 | | | $650,000 | | | $— | | | $— |
Annual Incentive Award | | | | | | 260,000 | | | — | | | — |
Unvested and Accelerated Restricted Common Shares and Share Units | | | 82,000 | | | 223,674 | | | 223,674 | | | 223,674 |
Unvested and Accelerated Performance Shares, Restricted Common Shares | | | 45,284 | | | 79,868 | | | 79,868 | | | 79,868 |
Health and Welfare Benefits | | | 12,930 | | | 25,860 | | | — | | | — |
Total | | | $465,214 | | | $1,239,402 | | | $303,542 | | | $303,542 |
Laurent P. Borne
| | | | | | | | | | | | |
Base Salary | | | $386,672 | | | $773,344 | | | $— | | | $— |
Annual Incentive Award | | | — | | | 464,006 | | | — | | | — |
Unvested and Accelerated Restricted Common Shares and Share Units | | | 550,114 | | | 935,518 | | | 935,518 | | | 935,518 |
Unvested and Accelerated Performance Shares, Restricted Common Shares | | | 295,843 | | | 486,137 | | | 486,137 | | | 486,137 |
Health and Welfare Benefits | | | 45,884 | | | 91,768 | | | — | | | — |
Deferred Compensation | | | 28,258 | | | 28,258 | | | 28,258 | | | 28,258 |
Total | | | $1,306,771 | | | $2,779,031 | | | $1,449,913 | | | $1,449,913 |
James Zizelman
| | | | | | | | | | | | |
Base Salary | | | $390,000 | | | $780,000 | | | $— | | | $— |
Annual Incentive Award | | | — | | | 468,000 | | | — | | | — |
Unvested and Accelerated Restricted Common Shares and Share Units | | | 28,820 | | | 103,793 | | | 103,793 | | | 103,793 |
Unvested and Accelerated Performance Shares, Restricted Common Shares | | | 35,236 | | | 126,849 | | | 126,849 | | | 126,849 |
Health and Welfare Benefits | | | 52,798 | | | 105,595 | | | — | | | — |
Total | | | $506,854 | | | $1,584,237 | | | $230,642 | | | $230,642 |
Susan C. Benedict
| | | | | | | | | | | | |
Base Salary | | | $300,000 | | | $300,000 | | | $— | | | $— |
Annual Incentive Award | | | — | | | 240,000 | | | — | | | — |
Unvested and Accelerated Restricted Common Shares and Share Units | | | 81,960 | | | 255,633 | | | 255,633 | | | 255,633 |
Unvested and Accelerated Performance Shares, Restricted Common Shares | | | 100,259 | | | 195,722 | | | 195,722 | | | 195,722 |
Health and Welfare Benefits | | | 17,256 | | | 34,512 | | | — | | | — |
Total | | | $499,475 | | | $1,025,867 | | | $451,355 | | | $451,355 |
(1)
| 34 | Code Section 280G provides guidelines that govern payments triggered by a change in control, known as parachute payments. If such payment exceeds 2.99 times the average annual compensation (safe harbor limit) for certain individuals, the payments may result in adverse tax consequences and excise taxes. The CIC Agreements provide that the executive shall receive the greater of the safe harbor amount or the aggregate parachute value less the applicable excise tax. |