sri-20260409

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:


☐			Preliminary Proxy Statement
☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒			Definitive Proxy Statement
☐			Definitive Additional Materials
☐			Soliciting Material under §240.14a-12


STONERIDGE, INC.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing proxy statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):


☒			No fee required
☐			Fee paid previously with preliminary materials
☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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STONERIDGE, INC.

39675 MacKenzie Drive, Suite 400

Novi, Michigan 48377

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

________________

Dear Shareholder:

We invite you to attend our 2026 Annual Meeting of Shareholders (the ‘‘Annual Meeting’’) on Tuesday, May 19, 2026, at 11:00 a.m. (Eastern Time). The Annual Meeting can be accessed on the Internet at www.virtualshareholdermeeting.com/SRI2026. 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 items of business:

(1)To elect nine directors, each for a term of one year;

(2)To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2026;

(3)To vote on an advisory resolution to approve executive compensation;

(4)To vote on a proposal to approve Amendment No. 1 to the 2025 Long-Term Incentive Plan to increase the number of shares available for issuance; and

(5)To transact such other business as may be properly brought before the Annual Meeting and any postponement or adjournment thereof.

Record Date. Only shareholders at the close of business on March 27, 2026, 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.

By order of the Board of Directors,

ROBERT M. LOESCH

Secretary

Dated: April 9, 2026

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 19, 2026:

This Proxy Statement and the Company’s 2025 Annual Report to Shareholders are also available at www.proxyvote.com.

YOUR VOTE IS IMPORTANT. PLEASE VOTE.

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2026 Proxy Statement

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			Page
202 6 Proxy Statement Summary			i
Information about Annual Meeting and Voting			1
Beneficial Ownership			4
•Proposal One - Election of Directors			5
•Proposal Two - Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 20 26			12
Audit Committee Report			13
•Proposal Three - Approval, on an advisory basis, of the compensation of named executives			14
•Proposal Four - Approval of Amendment No. 1 to the 2025 Long-Term Incentive Plan			14
Compensation Discussion and Analysis			28
Executive Compensation Tables			41
Other Information			53

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STONERIDGE, INC.

2026 Proxy Statement Summary

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting.

We are furnishing to our shareholders these proxy materials, which include this Proxy Statement and our 2025 Annual Report to Shareholders, by providing access to both on the Internet at www.proxyvote.com. On or about April 9, 2026 we began mailing shareholders a Notice Regarding Availability of Proxy Materials (“Notice of Internet Availability”) containing important information, including instructions on how to access the proxy materials online and how to vote your shares over the Internet. If you receive a Notice of Internet Availability, you will not receive a paper or e-mail copy of the proxy materials unless you request one in the manner set forth in the Notice of Internet Availability.

The Board of Directors is soliciting proxies in connection with the 2026 Annual Meeting of Shareholders (the “Annual Meeting”) and encourages you to read the Proxy Statement and vote your shares by Internet, by telephone call, or by mailing your proxy card or voting instruction form.

Stoneridge, Inc. 2026 Annual Meeting Information


Date and Time:			Tuesday, May 19, 2026, at 11:00 a.m. (Eastern Time)
Virtual Meeting:			Access the meeting at www.virtualshareholdermeeting.com/SRI2026
Record Date:			March 27, 2026
Voting:			Shareholders as of the record date are entitled to vote. Each common share is entitled to one vote for each Director nominee and one vote for each of the other proposals presented for a vote.

Matters to be Considered:


	Management Proposals	Board Vote Recommendation	Page for more information
1.	Elect nine directors named in this Proxy Statement	FOR ALL	5
2.	Ratify the appointment of Ernst & Young LLP	FOR	12
3.	Provide advisory vote on executive compensation	FOR	14
4.	Approval of Amendment No. 1 to the 2025 Long-Term Incentive Plan	FOR	14

Company Performance

In 2025, Stoneridge’s focused growth strategy, material and quality-related cost improvements, and structural cost control enabled us to navigate another year marked by challenging macroeconomic conditions and non-recurring events. Full year 2025 net sales decreased by $47.0 million, or 5.2%, compared to the prior year primarily due to lower volumes from lower customer production in most of our served markets, including the North American automotive and European and North American commercial vehicle end markets. This decline was partially mitigated by higher MirrorEye product sales, including the continued ramp-up of recently launched OEM programs in both Europe and North America, improved customer take rates and higher bus end market sales.

Operating income (loss) declined by $38.2 million in 2025 compared to the prior year primarily due to the impairment of fixed assets in our Control Devices segment of $21.6 million. Lower contribution from lower sales levels, SG&A costs related to the Control Devices strategic alternatives and higher business realignment costs also adversely impacted results. However, we were able to mitigate a portion of these adverse impacts through material cost improvement and quality-related cost improvements.

Net loss in 2025 increased by $86.3 million compared to the prior year, primarily due to lower operating income and the recognition of a valuation allowance for U.S. federal deferred tax assets.

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(in thousands, except earnings per share and share price)	2025		2024
Net sales	$	861,263	$	908,295
Operating income (loss)	$	(38,606)	$	(381)
Net loss	$	(102,835)	$	(16,524)
Diluted loss per share attributable to Stoneridge, Inc.	$	(3.70)	$	(0.60)
Share Price at December 31	$	5.79	$	6.27

Director Nominees

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

Committee Memberships

Name

Age

Director
Since

Primary Occupation

Independent

NCGC

CEC

Natalia Noblet

2026

President and CEO of Stoneridge, Inc.

Aaron R. English

2026

Founder and Principal of 22NW, L.P.

✔

Ira C. Kaplan

2009

Executive Chairman of Benesch, Friedlander, Coplan & Aronoff LLP

✔

Kim Korth

2006

President and CEO of 6th Avenue Group

✔

William M. Lasky

2004

Retired, Former President and CEO and Board Chair of Accuride Corporation and Former President and CEO and Board Chair of JLG Industries, Inc.

✔*

✔

Carsten J. Reinhardt

2023

Self-employed business consultant

✔

Sheila Rutt

2023

Chief Human Resources Officer of Hexion Inc.

✔

Frank S. Sklarsky

2021

Retired, Former Executive Vice President and Chief Financial Officer of PPG Industries, Inc.

✔

James Zizelman

2023

Strategic Advisor of Stoneridge, Inc.

Audit Committee

CEC

Compliance and Ethics Committee

Compensation Committee

Committee Chairperson

NCGC

Nominating and Corporate Governance Committee

Lead Independent Director

Ratification of the appointment of Ernst & Young LLP

We are asking our shareholders to ratify the appointment of Ernst & Young LLP to serve as our independent registered public accounting firm for the year ending December 31, 2026. For more information, see page 12.

Advisory resolution on executive compensation on the Say-on-Pay vote

We are asking our shareholders to approve, on an advisory basis, the compensation of our Named Executive Officers. For more information, see page 14.

Amendment No. 1 to the 2025 Long-Term Incentive Plan

We are asking our shareholders to approve Amendment No. 1 to our 2025 Long-Term Incentive Plan (2025 LTIP) to increase the number of common shares available for issuance under the 2025 LTIP. We view having a long-term equity incentive program as a fundamental tool to attract and retain top talent. We are requesting approval of the amendment to add 2,650,000 shares to the number of shares reserved for issuance pursuant to the 2025 LTIP. For more information, see page 14.

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Executive Compensation Highlights

Our executive compensation program is designed to attract, retain, motivate and reward talented executives who advance our strategic, operational and financial objectives, and thereby enhance shareholder value. The primary objectives of our compensation programs for executive officers are to:

•Attract and retain talented executive officers by providing a compensation package that is competitive with that offered by similarly situated companies;

•Create a compensation structure under which a substantial portion of total compensation is based on achievement of performance goals; and

•Align total compensation with the objectives and strategies of our business and shareholders.

Key elements of our 2025 compensation program were as follows:

•Base Salary. Base salary has been targeted at the 50th percentile of our comparator group.

•Annual Incentive Plan (AIP). The 2025 AIP payouts were based on (i) achieved consolidated and, where appropriate, divisional financial performance against pre-determined performance metrics and (ii) achieved Team-Oriented Strategic Initiatives.

•Long-Term Incentive Plan (LTIP). The 2025 long-term incentive (LTI) target values for each NEO were set at approximately the 50th percentile of our comparator group. The LTI target value was allocated 55% to the grant of performance share units (“Performance Shares”) and 45% to time-based restricted stock units (“RSUs”). The Performance Shares are earned over a three-year performance period based on achievement against Total Shareholder Return (“TSR”) relative to a group of peer companies. The RSUs cliff vest at the end of the three-year period.

For more information related to our executive compensation program, see page 28.

Corporate Governance Highlights

We believe that good corporate governance is key to achieving long-term shareholder value. We have adopted practices and policies that we believe serve the best interests of the Company and our shareholders, including:

•Seven out of nine director nominees are independent directors

•Three out of nine director nominees are female

•Diverse director backgrounds, professional experiences, and skills

•Ongoing review of board composition

•Independent Chairman of the Board who serves as the Board’s Lead Independent Director

•Separation of the Chief Executive Officer and Chairman of the Board roles

•Annual Election of all Directors

•Majority voting principle in uncontested director elections

•Independent directors regularly meet in executive session without management

•All Committee members are independent

•Shareholders’ ability to communicate with the Board

•Single class of stock with equal voting rights; one vote per Common Share

•Board establishment of a separate Compliance and Ethics Committee to oversee our Integrity Program

•Robust Integrity Program

•Code of Conduct

•Whistleblower Policy and integrity helpline reporting available in multiple languages

•Corporate Governance Guidelines

•Annual Board and Committee self-evaluations

iii

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•Meaningful stock ownership requirement for senior management and directors

•Annual advisory vote on named executive officer compensation

•Insider Trading and Pre-Clearance Policy, including prohibition against hedging and pledging of Company stock

•Review and approval of related party transactions

•Published Sustainability Report

•Adoption of a Modern Slavery Act Statement

•Board and Compliance & Ethics Committee oversight of environmental, social and governance (“ESG”) management

•Board and Audit Committee oversight of cybersecurity and information security management

•NYSE compliant Recovery Policy

Board Oversight of our Human Capital Management

The Board is actively engaged in oversight of the Company’s human capital management. Annually, the Board meets to review our succession strategy and leadership pipeline for key roles, including our President and Chief Executive Officer. In addition, the Board regularly receives reports from the Chief Human Resources Officer and Assistant General Counsel and is briefed on our employee engagement survey results. Board members also are active partners, engaging and spending time with our high potential leaders throughout the year at Board meetings and other events. The Board’s Compensation Committee oversees compensation and seeks to ensure it is aligned with creating long-term shareholder value. The Board’s Compliance and Ethics Committee oversees our Integrity Program, which is critical to driving our ethical culture and ensuring all employees are treated fairly and with respect.

Oversight of ESG Management

The Board provides oversight and guidance of the Company’s ESG-related initiatives, and the Board Committees have various responsibilities connected to ESG matters. The Board’s Compliance and Ethics Committee provides oversight of the Company’s ESG policies, strategies, and performance related to sustainability matters, corporate social responsibility, and ethics and compliance. The other Board committees receive updates and provide guidance on specific topics related to sustainability and other ESG-related topics that otherwise fall within their respective committee charters.

The Company’s internal cross-functional ESG Steering Committee continually works to refine Stoneridge’s overall ESG and sustainability efforts and meets regularly to oversee and monitor progress on our initiatives. The Company’s Director of Compliance and Environmental, Health and Safety (EH&S) leads the ESG Steering Committee, and the Chief Human Resources Officer and Assistant General Counsel provides oversight and champions our key ESG and sustainability initiatives. The Director of Compliance and EH&S provides regular updates to the Executive Leadership Team and the Compliance and Ethics Committee on the Company’s ESG initiatives, including the efforts of the internal cross-functional ESG Steering Committee.

CEO Transition

Effective April 1, 2026, Natalia Noblet became President and Chief Executive Officer of Stoneridge. Ms. Noblet succeeded James Zizelman, who stepped down as President and Chief Executive Officer on March 31, 2026 and will continue to be employed as a strategic advisor through May 20, 2026 to support the leadership transition. Mr. Zizelman continues to serve on the Board and has been nominated for re-election at the 2026 Annual Meeting.

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STONERIDGE, INC.

PROXY STATEMENT

________________

The Board of Directors (the “Board”) of Stoneridge, Inc. (the “Company”) is sending you this Proxy Statement to ask for your vote as a Company shareholder on matters to be voted on at our Annual Meeting of Shareholders to be held on Tuesday, May 19, 2026, at 11:00 a.m. (Eastern Time), 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/SRI2026. 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 containing instructions on how to access the Proxy Materials and how to vote online on or about April 9, 2026.

Annual Report; Internet Availability

We are furnishing our proxy materials, which include this Proxy Statement, our Notice of Annual Meeting of Shareholders and our 2025 Annual Report to Shareholders to shareholders by providing access to the proxy materials on the Internet at 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 9, 2026 to all shareholders entitled to vote at the Annual Meeting and then 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.

Solicitation of Proxies

The Board is making this solicitation of proxies and we will pay the cost of the solicitation. We have retained D.F. King & Co., Inc. at an estimated cost of $50,000, plus expenses, to assist in the solicitation of proxies from brokers, nominees, institutions and individuals. In addition, our employees, without any additional remuneration, may solicit proxies by telephone or other electronic means. We will also make arrangements with brokerage houses and other custodians, nominees and fiduciaries to forward solicitation materials 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 materials.

Proxies

The common shares represented by your proxy will be voted in accordance with the instructions indicated on your proxy card. In the absence of any such instructions, they will be voted to (i) elect the nine director nominees set forth under “Election of Directors”; (ii) ratify the appointment of Ernst & Young LLP as our registered public accounting firm for 2026; (iii) approve on an advisory basis the compensation of our Named Executive Officers and (iv) approve Amendment No. 1 to the 2025 Long-Term Incentive Plan.

No business other than that set forth in the accompanying Notice of Annual Meeting of Shareholders is expected to come before the Annual Meeting. Should any other matter requiring a vote 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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Revocation of Proxies

Your participation at the Annual Meeting, without further action, will not revoke your proxy. However, if you are a registered shareholder you may revoke your proxy at any time before it has been exercised by:

•signing and delivering a later-dated proxy;

•voting again by Internet or telephone prior to 11:59 p.m. (Eastern Time) on May 18, 2026 (only the latest vote you submit will be counted);

•giving notice to the Company in writing at our address indicated on the attached Notice of Annual Meeting of Shareholders (the notification must be received by the close of business on May 18, 2026); or

•voting at the Annual Meeting.

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.

Virtual Shareholder Meeting

The Annual Meeting will be conducted exclusively online via live, audio-only, webcast, allowing all of the Company’s shareholders the option to participate in the live, online shareholder meeting from any location convenient to them. Only shareholders at the close of business on the record date may vote and ask questions at the Annual Meeting by following the instructions provided. The virtual Annual Meeting can be accessed by visiting:

www.virtualshareholdermeeting.com/SRI2026

You will need to have your 16-digit Control Number included on the Notice of Internet Availability and/or your proxy card (if you received a printed copy of the proxy materials) to join and participate in the Annual Meeting. If you hold any of your shares through a bank, broker or other holder of record (i.e., in street name) the control number is issued to you by your bank, broker or other holder of record.

We encourage you to access the Annual Meeting before the start time of 11:00 a.m. (Eastern Time), on May 19, 2026. Please allow ample time for online check-in, which will begin at 10:45 a.m. (Eastern Time) on May 19, 2026.

If you encounter difficulties accessing the virtual meeting, please call the technical support number that will be posted at www.virtualshareholdermeeting.com/SRI2026.

Shareholders who participate in the virtual Annual Meeting by means of the hyperlink above will be deemed to be “present in person,” as such term is used in this Proxy Statement, including for purpose of determining a quorum and counting votes.

Record Date and Voting Eligibility

Only shareholders at the close of business on the record date, March 27, 2026, are entitled to receive notice of the Annual Meeting and to vote the common shares held on the record date at the meeting. On the record date, our outstanding voting securities consisted of 28,235,245 common shares, without par value, each of which is entitled to one vote on each matter properly brought before the meeting.

Voting

The Board is asking for your proxy in advance of the Annual Meeting. Giving your proxy means you authorize the individuals designated as proxies to vote your common shares at the Annual Meeting in the manner you direct. You may give your proxy or otherwise vote your common shares in one of several ways, depending on how you hold your shares.

Shareholders of Record

If your common shares are registered directly in your name with the Company’s transfer agent, you are considered the “shareholder of record” of those shares and you may vote:

•By Telephone. You may vote by telephone by calling toll-free 1-800-690-6903 until 11:59 p.m. Eastern Time on May 18, 2026. Please have your Notice of Internet Availability or proxy card in hand when you

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call. The telephone voting system has easy-to-follow instructions and provides confirmation that the system has properly recorded your vote.

•By Internet. You may vote your shares by proxy by visiting the website www.proxyvote.com until 11:59 p.m. Eastern Time on May 18, 2026. Please have your Notice of Internet Availability or proxy card in hand when you access the website. The website has easy-to-follow instructions and provides confirmation that the system has properly recorded your vote.

•By Mail. If you have requested or receive paper copies of our proxy materials by mail, you may vote your shares by proxy by signing, dating and returning the proxy card in the postage-paid envelope provided. Mailed proxy cards with respect to shares held of record should be mailed to allow sufficient time for delivery and tabulation. If you vote by telephone or over the Internet, you do not need to return your proxy card by mail.

•At the Annual Meeting. You may vote your shares by attending the Annual Meeting by accessing www.virtualshareholdermeeting.com/SRI2026 and voting using the 16-digit control number included on your proxy card and/or on your Notice of Internet Availability. However, you are encouraged to vote in advance of the Annual Meeting by mail, telephone or Internet even if you plan to participate in the Annual Meeting via the Internet.

Street Name Holders

•If you hold any of your shares through a bank, broker or other holder of record (i.e., in street name), you may be able to authorize your proxy for those shares by telephone, the Internet or mail. You should follow the instructions you receive from your bank, broker or other holder of record to vote these shares. If you are a street name holder and wish to vote during the virtual annual meeting you may use the 16-digit control number provided by your bank, broker or other holder of record. However, you are encouraged to vote in advance of the Annual Meeting by telephone, Internet or mail even if you plan to participate in the Annual Meeting via the Internet.

•If you do not instruct your broker, bank or other nominee on how to vote your shares, it will have discretionary authority, under New York Stock Exchange (“NYSE”) rules, to vote your shares on the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2026 (“Proposal 2”). However, your broker, bank or other nominee will not be permitted to vote your shares (a “broker non-vote”) on the election of directors (“Proposal 1”), the advisory vote to approve the compensation of our Named Executive Officers (“Proposal 3”), or the vote on the proposal to approve Amendment No. 1 to the 2025 Long-Term Incentive Plan (“Proposal 4”).

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial ownership of our common shares as of April 1, 2026, by: (a) our directors and nominees for election as directors; (b) each other person who is known by us to own beneficially more than 5% of our outstanding common shares; (c) the executive officers named in the Summary Compensation Table; and (d) all of our executive officers and directors as a group.


Name of Beneficial Owner	Number of Shares Beneficially Owned(1)	Percent of Class
5% or Greater Stockholders
Aron R. English(2)	2,320,570	8.2	%
22NW Fund, LP(3)	2,297,092	8.1

Named Executive Officers and Directors
Aron R. English(2)	2,320,570	8.2
William M. Lasky	187,666	*
Ira C. Kaplan(4)	144,718	*
Kim Korth	131,021	*
Frank S. Sklarsky	75,357	*
Sheila Rutt	65,539	*
Carsten J. Reinhardt	62,887	*
James Zizelman(5)	37,939	*
Matthew R. Horvath(6)	18,994	*
Susan C. Benedict	17,244	*
Ferraiolo Caetano Roberto	12,996	*
Rajaey Kased(7)	8,610	*
Natalia Noblet	—	*






All Executive Officers and Directors as a Group (13 persons)(8)	3,113,133	11.0

* Less than 1%

(1)Unless otherwise indicated, the beneficial owner has sole voting and investment power over such common shares.

(2)Includes 2,297,092 shares reported as beneficially owned by 22NW on a Schedule 13D/A filed with the SEC on February 26, 2026. Mr. English may be deemed to beneficially own the shares reported by 22NW by virtue of his control position with the general partner and/or investment manager of 22NW. Mr. English disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. Also includes 23,478 common shares owned by Mr. English directly, which are deemed outstanding for purposes of computing Mr. English’s percentage ownership but not for computing the percentage of ownership of any other person.

(3)Based solely on a Schedule 13D/A filed with the SEC on February 26, 2026 by 22NW Fund, LP (“22NW”), 22NW, LP, 22NW Fund GP, LLC, 22NW GP, Inc., and Aron R. English, each of whom is a reporting person, (2,297,092 both sole voting and dispositive power). The address of each reporting person is 590 1st Ave. S, Unit C1, Seattle, Washington 98104. The filing identifies Aron R. English as managing member of the GP and indicates he may be deemed to beneficially own the shares reported by 22NW. See footnote 2 to Mr. English’s ownership.

(4)Represents 95,046 common shares held in a trust, of which Mr. Kaplan is trustee and 49,672 common shares owned by Mr. Kaplan directly.

(5)Represents 6,500 common shares held in a trust, of which Mr. Zizelman is trustee and 31,439 common shares owned by Mr. Zizelman directly.

(6)Mr. Horvath resigned from the Company effective March 31, 2026. Mr. Horvath is no longer subject to reporting obligations under Section 16 of the Securities Exchange Act for the Company.

(7)Mr. Kased is not currently an executive officer. He served as a named executive officer for fiscal 2025 and ceased serving as an executive officer in January 2026, in connection with the sale of the Control Devices division. The ownership information is based on Mr. Kased’s most recent Form 4 filing. Mr. Kased is no longer subject to reporting obligations under Section 16 of the Securities Exchange Act for the Company.

(8)In calculating this line, shares that may be deemed beneficially owned by more than one person (e.g., shares reported by 22NW that may also be deemed beneficially owned by Mr. English) have been counted only once.

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PROPOSAL ONE: ELECTION OF DIRECTORS

In accordance with the Company’s Amended and Restated Code of Regulations, the number of directors is currently fixed at nine. At the Annual Meeting, shareholders will elect nine directors to hold office until our next Annual Meeting of Shareholders and until their successors are elected and qualified. The Board proposes that the nine nominees listed below be elected to the Board. At the Annual Meeting, the common shares represented by proxies, unless otherwise specified, will be voted “For” the election of the nine nominees named below.

Directors are elected by a plurality of the votes cast at the Annual Meeting. Plurality means that the nominees who receive the most votes cast “For” their election are elected as directors. Votes withheld and broker non-votes will not affect the election of directors. Broker non-votes will be counted as “Present” for purposes of determining whether a quorum has been achieved at the Annual Meeting, but will not be counted as “For” or “Withheld” from any nominee. The maximum number of nominees to be elected is nine and the proxies cannot be voted for a greater number of persons than the number of nominees named.

Majority Voting Principle

Under our Corporate Governance Guidelines, any nominee for director in an uncontested election who receives a greater number of votes “Withheld” than votes “For” must promptly offer his or her resignation. The Board’s Nominating and Corporate Governance Committee will then consider the resignation and recommend to the Board whether to accept or reject it. The Board will act on the Committee’s recommendation within 90 days after the Annual Meeting, and the Board’s decision will be publicly disclosed on Form 8-K. Any director who offers his or her resignation may not participate in the Board’s discussion or vote.

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.

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The Board of Directors recommends that you vote FOR the following nine nominees.

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


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

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

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

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

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

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

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PROPOSAL TWO: RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP

The Audit Committee of the Board anticipates appointing Ernst & Young LLP (“EY”) as our independent registered public accounting firm for the year ending December 31, 2026. For 2025, EY 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. Representatives of EY are expected to be present at the Annual Meeting, have an opportunity to make a statement if they so desire, and 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 EY to serve as our independent registered public accounting firm for 2026.

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 EY, 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 2026 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 represented 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 Registered Public Accounting Firm

For the fiscal years ended December 31, 2025 and 2024 we retained EY to provide services in the following categories and amounts. The Audit Committee has considered the scope and fee arrangements for all services provided by EY, taking into account whether the provision of non-audit-related services is compatible with maintaining EY’s independence.


	2025		2024
Audit Fees	$	2,848,000	$	2,511,700
Audit Related Fees	343,500		146,000
Tax Fees	—		120,200
All Other Fees	—		—
Total Fees	$	3,191,500	$	2,777,900

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, certain international statutory audits, and other services that are normally provided by the independent registered public accountant firm in connection with regulatory filings.

Audit-Related Fees. Audit related 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, and consist primarily of due diligence services in connection with acquisitions and divestitures and other attest services.

Tax Fees. Tax fees relate to tax planning, domestic and international tax compliance and tax advice.

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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 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 EY during fiscal year 2025, 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

The following Audit Committee Report shall not be deemed “filed” with the Securities and Exchange Commission for purposes of Section 18 of the Securities Exchange Act of 1934, shall not be deemed soliciting material, and shall not be incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in such filing, except to the extent that the Company specifically incorporates the report by reference therein.

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 three 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, 2025, 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, EY, the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC. The Audit Committee has received the written disclosures and letter from EY required by the applicable requirements of the Public Company Accounting Oversight Board regarding EY’s communication with the Audit Committee concerning independence. The Audit Committee discussed EY’s independence with EY. The Audit Committee also considered whether the provision of non-audit services by EY is compatible with maintaining EY’s independence.

The Audit Committee discussed with our Director of Internal Audit and EY the overall scope and plans for their respective audits. The Audit Committee also met with the Director of Internal Audit and EY 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 Director of Internal Audit and EY, the Audit Committee recommended to the Board, and the Board approved, that the audited consolidated financial statements for fiscal year 2025 be included in the Company’s Annual Report on Form 10-K filed with the SEC.

The Audit Committee

Frank S. Sklarsky, Chairman

William M. Lasky

Carsten J. Reinhardt

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PROPOSAL THREE: SAY-ON-PAY

As required by the Dodd-Frank Act and Section 14A of the Securities Exchange Act of 1934 (Rule 14a-21(a)) (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. Our Board of Directors, upon the recommendation of the Company’s shareholders, has elected to hold an annual advisory vote on the Company’s executive compensation practices.

At the Company’s 2025 Annual Meeting of Shareholders, 83% of the votes cast (meaning those votes cast For and Against but excluding abstentions and broker non-votes) 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 salary is set to be competitive in the industry in which we operate. Performance-based compensation (cash and equity) generally represents 50-75% of each Named 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 votes cast 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 and broker non-votes will not be considered as votes cast and therefore will have no effect on the outcome on this proposal.

PROPOSAL FOUR: APPROVAL OF AMENDMENT NO. 1

TO THE 2025 LONG-TERM INCENTIVE PLAN

The Company is seeking shareholder approval of Amendment No. 1 (the "Amendment") to the Stoneridge, Inc. 2025 Long-Term Incentive Plan (the "LTIP") to increase the number of common shares available for issuance under the LTIP. The Board approved the Amendment on March 17, 2026, subject to shareholder approval at the Annual Meeting. If approved by shareholders, the Amendment will become effective on the date of such approval.

Background

The LTIP was adopted by the Board on March 25, 2025 and approved by the Company's shareholders at the 2025 Annual Meeting of Shareholders on May 13, 2025. As originally approved, the LTIP authorized the issuance of 726,000 common shares. The LTIP is a key component of the Company's compensation program

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and assists the Company in achieving its goal of promoting long-term growth and profitability by enabling the Company to attract, retain and reward key employees, officers, directors and other key service providers, thereby aligning the interests of those individuals with those of the Company's shareholders.

As of April 1, 2026, there are 178,572 common shares remaining available for issuance pursuant to grants or awards under the LTIP. The Board has determined that additional shares are needed under the LTIP to enable the Company to continue to make equity-based awards as a critical component of its compensation program. By aligning compensation with performance, the Company believes that the use of share-based benefits as part of the Company's compensation package is of fundamental importance in promoting the Company's growth and continued success and is a substantial benefit to the Company's shareholders.

On April 1, 2026, the closing price of common shares of the Company on the New York Stock Exchange was $4.93 and approximately 35 officers, key employees and non-employee directors would be eligible to participate in the LTIP.

Summary of the Amendment

The Amendment makes the following changes to the LTIP:

•Increase in Share Reserve. The Amendment amends and restates Section 3(a) of the LTIP to increase the total number of common shares reserved and available for awards under the LTIP by 2,650,000 from 726,000 to 3,376,000. The increased share reserve is also the maximum number of shares that may be issued subject to incentive stock options under the LTIP.

•Effective Date Provision. The Amendment also amends Section 17 of the LTIP to reflect that the original LTIP was adopted by the Board on March 25, 2025 and approved by shareholders on May 13, 2025, and that the Amendment was approved by the Board on March 17, 2026 and is subject to shareholder approval. The Amendment will become effective on the date of shareholder approval.

•No Other Changes. Except as described above, the Amendment does not modify or amend any other terms or provisions of the LTIP. The LTIP, as amended by the Amendment, will remain in full force and effect in accordance with its terms.

Considerations for Approval of Amendment No. 1 to the LTIP

In determining the number of shares of common stock to request for approval to reserve for issuance under the Plan, our management team and the Compensation Committee of the Board (the “Committee”) worked with Meridian Compensation Partners to evaluate a number of factors, including our recent share usage under the LTIP, anticipated share usage under the LTIP, and criteria expected to be examined by institutional proxy advisory firms in evaluating our proposal for the LTIP. Specifically, our management team and the Committee considered the following:

Burn Rate

We manage our long-term shareholder dilution by closely managing the number of equity awards granted annually and regularly engaging with our compensation consultant. We grant what we believe is an appropriate amount of equity necessary to attract, reward and retain employees.

Equity burn rate is calculated by dividing (i) the number of shares of common stock subject to equity awards granted during the fiscal year (after taking into account adjustments to performance-based awards for actual performance) by (ii) the weighted average number of shares outstanding for the fiscal year.

Our burn rate for the past three fiscal years has been as follows:


Fiscal Year	Stock Options or SARs Granted	Full Value Awards		Stock Options + Full Value Awards	Weighted Average Basic Number of Shares of Common Stock Outstanding	Burn Rate
		RSUs Granted	PSUs Vested
2025	—	673,965	42,434	716,399	27,797,000	2.58	%
2024	—	200,518	13,182	213,700	27,596,000	0.77	%
2023	—	253,630	6,289	259,919	27,443,000	0.95	%

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The Board believes that we have used equity in a reasonable manner, with a three-year average burn rate of approximately 1.43% of our common shares outstanding.

Expected Share Pool Duration

Based on our historic and projected future use of equity-based compensation, we estimate that the shares requested under the Plan will be sufficient to provide awards for approximately two to three years. However, the actual duration of the share reserve will depend on currently unknown factors, such as the Company’s future stock price, changes in participation, our hiring and promotion activity, future grant practices, award type mix and levels, competitive market practices, acquisitions and divestitures, and the rate of returned shares due to forfeitures, the need to attract, retain and incentivize key talent, and how the Company chooses to balance total compensation between cash and equity-based awards.

Total Potential Dilution

Our equity plan dilution rate (or overhang) as of April 1, 2026 was 7.1% (calculated by dividing (1) the number of shares subject to awards outstanding plus the total number of shares remaining available for grant under the LTIP and 2016 Long-Term Incentive Plan (“2016 LTIP”), by (2) the total number of common shares outstanding). As of April 1, 2026, the shares remaining available under the LTIP and 2016 LTIP and shares subject to outstanding awards represented 0.6% and 6.5% of our current overhang, respectively. As shown in the table below, if shareholders approve the Amended LTIP, the issuance of 2,650,000 additional shares under the Amended LTIP would increase our total potential dilution rate by 9.4% to 16.5%.

Share Information on Equity Compensation Plans as of April 1, 2026

The following table provides information regarding our outstanding equity awards and shares available for future awards under the Company’s existing equity compensation plans as of April 1, 2026 (1) (except as otherwise noted):


Total number of full value awards outstanding (includes restricted stock, restricted stock units (RSUs) and performance-based share awards (performance shares))(2)			1,834,242
Total number of shares remaining available for future grant under the LTIP(3)			178,572
Total number of shares of common stock outstanding as of the Record Date			28,235,245

(1) The Company did not have any stock options or stock appreciation rights outstanding as of April 1, 2026.

(2) Assumes performance share awards will vest and pay out based on (i) maximum performance levels being achieved for the 2024-2026 awards and (ii) target performance levels being achieved for the 2025-2027 and 2026-2028 awards.

(3) Represents the total number of shares available for future awards under the LTIP reflecting 2026-2028 performance share awards at target payout. Our 2016 LTIP had 225,291 shares remaining available as of April 1, 2026 assuming (i) maximum performance levels being achieved for the 2024-2026 performance share awards and (ii) target performance levels being achieved for 2025-2027 performance share awards. The Company will not make any grants under the 2016 LTIP on or after April 1, 2026 through the 2016 LTIP’s expiration date. The 2016 LTIP will expire under its terms on May 10, 2026. The LTIP and 2016 LTIP were our only active equity compensation plans as of April 1, 2026. The Board terminated the Directors’ Restricted Shares Plan in December 2025.

Summary of Material Terms of the LTIP (as Amended)

The following is a summary of the material terms of the LTIP, as amended by the Amendment. This description is subject to and qualified by reference to the full text of the LTIP and the Amendment, copies of which are attached as Appendix A.

Purpose. The purpose of the LTIP is to promote the Company's long-term growth and profitability by enabling the Company to attract, retain and reward key employees, officers, directors and other key service providers to the Company and to strengthen the common interests of such persons and the Company's shareholders by offering them equity or equity-based incentives.

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Eligibility. Employees, consultants, directors and other service providers of the Company and its subsidiaries and affiliates are eligible to receive awards under the LTIP. The Compensation Committee determines who will receive awards and the terms and conditions of such awards.

Share Reserve. As amended by the Amendment, the LTIP reserves 3,376,000 common shares for issuance pursuant to grants or awards. Shares subject to awards granted under the LTIP that expire or terminate without being exercised in full will not reduce the number of shares available for issuance under the LTIP. In addition, shares issued pursuant to awards under the LTIP that are forfeited will become available for future grant under the LTIP. The maximum number of shares subject to stock options that are intended to qualify as incentive stock options under Section 422 of the Internal Revenue Code (the "Code") will be equal to the total share reserve.

Share Counting and Recycling. Shares subject to awards that are forfeited, terminated, or expire without issuance will again be available for grant under the LTIP. However, the following shares will not return to the share reserve: (i) shares tendered or withheld to pay the exercise price of an option or the base price of a share appreciation right; (ii) shares tendered or withheld to satisfy tax withholding obligations; (iii) shares that are not issued upon the net exercise of an option or share appreciation right; and (iv) shares repurchased with proceeds received from the exercise of an option.

Administration. The Compensation Committee administers the LTIP and determines who receives awards, the type and amount of awards, the consideration, if any, to be paid for awards, the timing of awards and the terms and conditions of awards. Under the LTIP, the Compensation Committee may delegate its responsibilities as to the selection of and grant of awards to employees who are not executive officers of the Company or, subject to Section 16 of the Exchange Act, to the Company's management in a manner consistent with applicable law. The Compensation Committee has the authority to adopt, alter and repeal rules, guidelines and practices governing the LTIP as it considers advisable and to interpret the terms and provisions of the LTIP and any award issued under the LTIP.

Term. The LTIP will terminate ten years from the date it was approved by the Company's shareholders (May 13, 2035); no awards can be granted after the ten-year anniversary date of that approval.

Award Types. The LTIP authorizes the grant of stock awards, performance awards and other cash-based awards, including stock options that qualify as incentive stock options under Section 422 of the Code, stock options that do not qualify as incentive stock options, restricted shares, restricted share units, share units, share appreciation rights, performance shares, performance share units, and other cash- and share-based awards.

Award Terms and Limitations. Awards will be exercisable and/or vest at such time or times as the Compensation Committee determines. In general, restricted shares are non-transferable prior to vesting. Additionally, if any stock option or grant of restricted shares or restricted share units is exercisable or becomes vested only in installments or after specified exercise dates, the Compensation Committee may waive such exercise provisions and accelerate any exercise date based on such factors as the Compensation Committee shall determine in its sole discretion.

The exercise price of a stock option granted under the LTIP may not be less than 100% of the fair market value of the Company's common shares on the date the stock option is granted. With respect to an incentive stock option grant made to a participant who, on the date of grant, owns more than 10% of the total combined voting power of all classes of shares of the Company, the exercise price may not be less than 110% of the fair market value of the Company's common shares on the date of grant. The term of each stock option will be fixed by the Compensation Committee and may not exceed ten years (five years in the case of qualified incentive stock options granted to 10% or more stockholders) from the date the stock option is granted. Without the prior approval of the Company’s shareholders and except as provided for in the case of equitable adjustments, no option or share appreciation award may be (i) amended to reduce the exercise price or the base price thereof, as applicable; (ii) cancelled in exchange for the grant of any new option or share appreciation award with a lower exercise price or base price; or (iii) cancelled in exchange for cash, other property or the grant of any new Award at a time when the exercise price of the option or the base price of the share appreciation award is greater than the current fair market value of a Company common share.

Non-Employee Director Limits. Subject to a limitation of $400,000 for those directors serving on special committees or as the lead independent director or chairperson of the Board, or who first commences service on the Board, the maximum number of common shares subject to awards granted during a single calendar year to any one non-employee director of the Company, taken together with any cash fees paid to that non-employee director during the fiscal year and the value of awards granted under any other equity compensation plan of the

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Company during the fiscal year, shall not exceed $350,000 (calculating the value of any awards based on the grant date fair value for financial reporting purposes).

Adjustments. In the event of any dividend (other than a regular cash dividend) or other distribution, recapitalization, reclassification, stock split, reverse stock split, reorganization, merger, consolidation, acquisition, split-up, spinoff, combination, repurchase, liquidation, dissolution, or sale of all or substantially all of the Company's assets, or exchange of shares or other securities of the Company, or other similar corporate transaction or event, the Compensation Committee may adjust (i) the number of shares with respect to which awards may be granted or awarded, (ii) the number of shares subject to outstanding awards, (iii) the grant or exercise price with respect to any award, and (iv) the applicable limitations for grants to a participant.

Change in Control. In the event there is a change in control (as defined in the LTIP) and a participant's termination of service within 24 months following such change in control, then (i) any stock options not previously exercisable and vested shall become fully exercisable and vested upon the termination of employment of the participant by the Company other than for cause or by the participant for good reason; (ii) any share appreciation rights shall become immediately exercisable upon such termination; (iii) the restrictions applicable to any restricted shares, restricted share units, performance shares, performance share units and other share-based awards shall lapse and such shares and awards shall be deemed fully vested upon such termination; and (iv) unless otherwise determined by the Committee, the payout of performance shares and performance share units shall be determined exclusively by the attainment of the performance goals established by the Committee.

Amendment and Termination. The Board may amend, alter, or discontinue the LTIP. The Board must submit to the Company's shareholders for approval any amendments to the LTIP that require shareholder approval under Section 16 of the Exchange Act or the rules and regulations thereunder or NYSE listing standards.

Equity Compensation Plan Information. See "Executive Compensation" on page 28, including "Compensation Discussion and Analysis" (page 28), "Summary Compensation Table" (page 41) and "Grants of Plan-Based Awards" (page 42) for information about awards made under the LTIP to the Company's Named Executive Officers.

Director Grants. The LTIP now serves as the plan for issuing annual compensation grants of restricted shares to independent directors. Previously, annual grants of restricted shares were made to independent directors under the Directors’ Restricted Shares Plan, which was terminated by the Board of Directors in December 2025.

U.S. Federal Income Tax Consequences

The following summary of the federal income tax consequences applicable to options awarded under the LTIP is only a general summary of the applicable provisions of the Internal Revenue Code and regulations promulgated thereunder as in effect on the date of this proxy statement. The actual federal, state, local and foreign tax consequences to a participant may vary depending upon his or her particular circumstances. This summary is intended only as a brief description of current U.S. federal income tax consequences and is not tax advice. Participants should consult their own tax advisors regarding the tax treatment of awards.

Withholding. The Company (and, if applicable, its subsidiaries) may withhold taxes as required by law from any amounts payable or deliverable under an award, including by withholding shares otherwise deliverable or by requiring a cash payment, subject to the terms of the plan and applicable award agreement.

Any award may provide that the participant may elect, in accordance with any conditions set forth in such award, to pay any withholding taxes in shares; provided that, the participant, by accepting any non-cash award, will be deemed to instruct and authorize the Company or its delegates for such purpose to sell on his or her behalf a whole number of shares having a fair market value, determined as of the date of withholding, not exceeding the maximum individual statutory tax rate in a given jurisdiction (or such lower amount as may be necessary to avoid liability award accounting, or any other accounting consequence or cost, as determined by the Company, and in any event in accordance with Company policies) from those shares issuable to the participant in payment of the award.

Incentive Stock Options (“ISOs”). An incentive stock option results in no taxable income to the participant or a deduction to the Company at the time it is granted or exercised. However, the excess of the fair market value of the shares acquired over the option price is an item of adjustment in computing the alternative minimum taxable income of the participant. If the participant holds the shares received as a result of an exercise of an incentive stock option for at least two years from the date of the grant and one year from the date of exercise, then the

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gain realized on disposition of the shares (generally the amount received in excess of the option price) is treated as a long-term capital gain. If the shares are disposed of within either two years of the date of grant or one year of the date of exercise (i.e., a "disqualifying disposition"), then the participant will include in income, as compensation for the year of the disposition, an amount equal to the excess, if any, of the fair market value of the shares on the date of exercise of the option over the option price (or, if less, the excess of the amount realized upon disposition over the option price). The excess, if any, of the sale price over the fair market value on the date of exercise will be either a long-term or a short-term capital gain depending on whether the participant has held the shares for more than one year. In such case, the Company will be entitled to a deduction, in the year of such a disposition, for the amount includible in the participant's income as compensation. The participant's basis in the shares acquired upon exercise of an incentive stock option is equal to the option price paid, plus any amount includible in his or her income as a result of a disqualifying disposition.

Non-Qualified Stock Options. A non-qualified stock option results in no taxable income to the participant or deduction to the Company at the time it is granted. A participant exercising such an option will, at that time, realize taxable compensation in the amount of the difference between the option price and the then market value of the shares. Subject to the applicable provisions of the Internal Revenue Code, the Company will be allowed a deduction for federal income tax purposes in the year of exercise in an amount equal to the taxable compensation recognized by the participant. The participant's basis in such common shares is equal to the sum of the option price plus the amount includible in his or her income as compensation upon exercise. Any gain (or loss) upon subsequent disposition of the common shares will be a long-term or short-term gain (or loss), depending upon the holding period of the common shares.

If a non-qualified option is exercised by tendering previously owned common shares, the following generally will apply: a number of new common shares equal to the number of previously owned shares tendered will be considered to have been received in a tax-free exchange; the participant's basis and holding period for such number of new common shares will be equal to the basis and holding period of the previously owned common shares exchanged. The participant will have compensation income equal to the fair market value on the date of exercise of the number of new common shares received in excess of such number of exchanged common shares; the participant's basis in such excess common shares will be equal to the amount of such compensation income; and the holding period in such common shares will begin on the date of exercise.

Restricted Stock. Unless a valid election is made under Section 83(b) of the Internal Revenue Code, a participant generally recognizes ordinary income equal to the fair market value of the shares (minus any amount paid for the shares) when the shares are no longer subject to a substantial risk of forfeiture or become transferable, and the Company generally is entitled to a corresponding deduction at that time. If a timely Section 83(b) election is made, the participant recognizes ordinary income on the grant date equal to the fair market value of the shares on that date (minus any amount paid), and no additional income is recognized upon vesting; however, if the shares are later forfeited, no tax refund is available for the income previously recognized.

Restricted Stock Units (RSUs). A participant generally recognizes ordinary income equal to the fair market value of the shares (or cash) delivered upon settlement of the RSUs, and the Company generally is entitled to a corresponding deduction at that time. RSUs are intended to comply with, or be exempt from, Internal Revenue Code Section 409A; settlement may be delayed if required to comply with Section 409A (including any six-month delay for “specified employees”).

Stock Appreciation Rights (SARs). Upon exercise of a SAR, a participant generally recognizes ordinary income equal to the cash and/or the fair market value of shares received on exercise, and the Company generally is entitled to a corresponding deduction at that time. SARs are intended to be exempt from Section 409A if granted with a base price at least equal to fair market value on the grant date and with no impermissible deferral features.

Performance Shares/Performance Share Units and Other Cash or Share Based Awards. A participant generally recognizes ordinary income when the award is paid or settled (in cash and/or shares) in an amount equal to the cash paid and/or the fair market value of any shares delivered, and the Company generally is entitled to a corresponding deduction at that time. If an award is subject to vesting or performance conditions, income is generally recognized only when those conditions are satisfied and the award is paid or settled. These awards are intended to comply with, or be exempt from, Section 409A; any required delay or fixed date payment schedule will apply to preserve compliance.

Dividends and Dividend Equivalents. No dividends or dividend equivalents are paid on unexercised options or unexercised SARs. Dividends or dividend equivalents credited on other awards (if any) generally are taxable as

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ordinary income when paid or when the underlying award is paid/settled (if subject to the same vesting/performance conditions), and the Company generally is entitled to a corresponding deduction at that time.

Because awards under the LTIP are granted at the discretion of the Compensation Committee, it is not possible to determine the benefits or amounts that will be received by any particular participant or group of participants under the LTIP in the future if the Amendment is approved.

Payment with Shares. When Shares subject to an award are used to satisfy any minimum required tax withholding, the participant will generally recognize gain or loss with respect to those shares. In this situation, the participant will recognize a short-term capital gain or loss, as the case may be, equal to the difference between the amount of the minimum required tax withholding satisfied by the shares over the participant’s tax basis, if any, in those shares.

If the participant uses shares he or she owns to pay, in whole or part, the exercise price of an option, no gain or loss will be recognized with respect to these shares. In this situation, however, the tax basis of the shares received upon exercise will be the tax basis of the shares delivered as payment, share for share, to the extent the number of shares received equals the number of shares delivered as payment. The tax basis of the balance of shares received in excess of the number of shares delivered by the participant will be equal to the sum of the amount of the exercise price paid in cash or by check, if any, plus any amount the participant is required to recognize as income as a result of the exercise. Note, however, that if payment of the exercise price of an ISO is made with Shares acquired by an earlier exercise of an incentive stock option, and those shares have not been held for the required holding periods discussed above, payment in shares will result in the participant recognizing ordinary income.

Section 409A Compliance. Awards granted under the LTIP are intended to be exempt from or, in the alternative, comply with Section 409A of the Code. If it is determined that any amount to be paid to a "specified employee" (as defined in Section 409A) under the LTIP is considered "nonqualified deferred compensation" subject to Section 409A, then such payment, if made upon "separation from service" as defined in Section 409A, shall be delayed for six months and one day following the specified employee's separation from service. The Company cannot guarantee that the Awards, payments and benefits that may be made or provided under the LTIP will satisfy all applicable provisions of Code Section 409A. Participants are encouraged to discuss Code Section 409A with their own tax advisors, including the requirements under Code Section 409A and the consequences of the 20 percent excise tax plus interest.

The LTIP will not be qualified under Section 401(a) of the Code and will not be subject to the provisions of the Employee Retirement Income Security Act of 1974.

Individuals Subject to Non-United States Income Tax Laws. If you are subject to income (or other) taxes imposed by a jurisdiction other than the United States of America, the finance or tax director of your employment location may be able to provide you with basic tax information.

Vote Required for Approval

The affirmative vote of a majority of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on this proposal is required to approve this proposal. Abstentions will have the same effect as votes against this proposal. Because this is a non-routine matter for which brokers do not have discretionary authority, broker non-votes will not be considered present and entitled to vote on this proposal and therefore will have no effect on the outcome of the proposal.

The Board of Directors recommends that you vote FOR Proposal Four.

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CORPORATE GOVERNANCE

Corporate Governance Documents and Committee Charters

The Company’s Corporate Governance Guidelines, Code of Conduct, Code of Ethics for Senior Financial Officers and the charters of the Board of Directors’ Audit, Compensation, Nominating and Corporate Governance, and Compliance and Ethics Committees are posted on our website at www.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.

Stoneridge Integrity Helpline

We established the Stoneridge Integrity Helpline as part of our Integrity Program, which includes our Whistleblower Policy and Procedures. This policy encourages all employees, customers, business partners, and others to disclose any wrongdoing that may adversely impact the Company, the Company’s customers, shareholders, employees, investors, or the public at large. This includes, but is not limited to concerns involving accounting, auditing, and internal control matters. Concerned parties may report confidentially and anonymously (where allowed by local law), about any accounting, auditing, or other matter. Information regarding the Stoneridge Integrity Helpline is contained in our Whistleblower Policy and Procedures, which is posted on our website at www.stoneridge.com.

Director Independence

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 and nominees for election as a director are independent:


Aron R. English	Kim Korth	Carsten J. Reinhardt	Frank S. Sklarsky
Ira C. Kaplan	William M. Lasky	Sheila Rutt

Annual Board and Committee Self-Assessments

Our Corporate Governance guidelines require that the Board and each Committee conduct an annual self-assessment. The self-assessment is 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 conduct a self-assessment using questionnaires to facilitate the assessment. The Board and each Committee then review 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, cybersecurity and information security 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 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 assist the Board in overseeing (i) the Company’s activities in the areas of corporate responsibility, compliance and ethics, including oversight of the Company’s Code of Conduct and Integrity Program Charter, and (ii) the Company’s compliance with legal and regulatory requirements.

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Oversight of Human Capital Management

The Company strives to create a welcoming work environment and inclusive culture that allows all employees to feel valued and have the confidence to do their jobs well. The Board understands the importance of an inclusive, performance-driven culture to our ongoing success and is actively engaged with our President and Chief Executive Officer and our Chief Human Resources Officer and Assistant General Counsel across a broad range of human capital management topics. On an annual basis, the Board reviews the results of our annual talent review process and succession plans for our President and Chief Executive Officer and our other executive officers. In addition, talent strategy and the results of employee engagement surveys are regularly discussed with the Board, including retention, engagement and talent development.

Oversight of Environmental, Social and Governance (ESG) Management

The Board provides oversight and guidance on the Company’s ESG-related initiatives, and the Board Committees have various responsibilities connected to these matters. The Board’s Compliance and Ethics Committee provides oversight of the Company’s ESG policies, strategies, and performance related to sustainability matters, corporate social responsibility, and ethics and compliance. The other Board committees receive updates and provide guidance on specific topics related to sustainability and other ESG-related topics that otherwise fall within their committee charters.

The Company’s internal cross-functional ESG Steering Committee continually works to refine the Company’s overall ESG and sustainability efforts and meets regularly to oversee and monitor progress on our initiatives. The Company’s Director of Compliance and EH&S leads the ESG Steering Committee, and the Chief Human Resources Officer and Assistant General Counsel provides oversight and champions our key ESG and sustainability initiatives. The Director of Compliance and EH&S provides regular updates to the Executive Leadership Team and the Compliance and Ethics Committee on the Company’s sustainability initiatives including the efforts of the ESG Steering Committee.

Cybersecurity, Information Security and Data Privacy

The Company’s Board of Directors, as a whole, has oversight responsibility for our strategic and operational risks. The Board’s Audit Committee oversees the Company’s information security, cybersecurity and data privacy risk management program. The Audit Committee is responsible for board-level oversight of cybersecurity risk, and the Audit Committee regularly reports risks and compliance actions to the Board. As part of its oversight role, the Audit Committee receives reporting about the Company’s strategy, programs, incidents and threats, and other developments and action items related to cybersecurity regularly throughout the year, including through periodic updates from the Chief Information Officer. Additionally, ad hoc matters of interest, key risks and relevant industry news are provided to the Board and Audit Committee throughout the year as needed.

The Company’s cybersecurity activities align to the Center for Internet Security and Cybersecurity Controls.

The Company has established a cybersecurity policy which requires mandatory compliance of all Company directors, officers, employees, interns, consultants, and contractors. The Company has also established cybersecurity and information security awareness training programs. Employees with access to the Company’s network receive annual training on topics such as phishing, malware, and other cybersecurity risks. Training is administered and tracked through online learning modules. The Board receives cybersecurity awareness training on a periodic basis. This training is to raise awareness of typical security risks as well as new and evolving risks to our Company.

Insider Trading and Pre-Clearance Policy

Our Insider Trading and Pre-Clearance Policy governs the purchase, sale or other disposition of the Company’s securities by directors, officers and employees. The Insider Trading and Pre-Clearance Policy promotes compliance with insider trading laws, rules and regulations, and NYSE listing applicable standards.

Anti-Hedging Policy

Our Insider Trading and Pre-Clearance Policy prohibits Company directors, officers and key employees covered by the pre-clearance procedures of the Insider Trading and Pre-Clearance 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.

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Anti-Pledging Policy

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

The Board of Directors

In 2025 the Board held seven meetings. 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 directors attended the 2025 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. Other than Ms. Noblet, the Company’s President and CEO and Mr. Zizelman, the Company’s former President and CEO, all directors are independent.

Leadership of the Board

The Board does not have a formal policy regarding the separation of the roles of CEO and Chairman of the Board because 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 of the Company and management of our day-to-day operations.

Committees of the Board

The Board has four standing Committees to facilitate and assist the Board in the execution of its responsibilities. These Committees are the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee and the Compliance and Ethics Committee. Each member of the Audit, Compensation, 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 current composition of the Board’s Committees:


Audit Committee	Compensation Committee	Nominating and Corporate Governance Committee	Compliance and Ethics Committee
William M. Lasky	Ira C. Kaplan	Ira C. Kaplan	Ira C. Kaplan
Carsten J. Reinhardt	Kim Korth*	Kim Korth	Frank S. Sklarsky
Frank S. Sklarsky*	William M. Lasky	William M. Lasky*	Sheila Rutt*
	Sheila Rutt	Carsten J. Reinhardt
* Committee Chairperson

Audit Committee

This Committee held eight meetings in 2025. 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. Sklarsky qualifies as an “audit committee financial expert” as defined by the SEC rules adopted pursuant to the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”). In addition, under the Sarbanes-Oxley 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.

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Compensation Committee

This Committee held four meetings in 2025. 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. The Compensation Committee is responsible for establishing and reviewing the Company’s 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 2025, the Compensation Committee retained Meridian Compensation Partners (“Meridian”) to provide compensation-related consulting services. Specifically, these compensation consultants provided relevant market data, current trends in executive and director compensation and advice on program design. The Compensation Committee determined that its use of Meridian as compensation consultants during the Company’s last completed fiscal year did not involve any conflict of interest. In making this determination, the Committee considered all relevant factors, including those set forth in Rule 10C-1(b)(4) under the Exchange Act. 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.

Nominating and Corporate Governance Committee

This Committee held three meetings in 2025. The purposes of the Nominating and Corporate Governance Committee are to (a) evaluate the qualifications of director nominees; (b) recommend candidates for election as directors; (c) make recommendations concerning the size and composition of the Board; (d) develop and implement our corporate governance policies; and (e) assess the effectiveness of the Board.

Compliance and Ethics Committee

This Committee held four meetings in 2025. The purposes of the Compliance and Ethics Committee are to assist the Board in overseeing (a) the Company’s activities in the areas of corporate responsibility, compliance and ethics, including oversight of the Stoneridge Integrity Program; (b) the Company’s compliance with legal and regulatory requirements in collaboration with the Audit Committee; (c) the Company’s ESG initiatives, and (d) the Company’s commitment to establishing 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.

Nominations and Nomination Process

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

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•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 the Company or any of the Company’s 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 Nominating and Corporate Governance Committee determines, and periodically reviews with the Board, the desired skills and characteristics for directors as well as the composition of the Board as a whole. This assessment considers the directors’ qualifications and independence, as well as diversity, experience, skill, and experience in the context of the needs of the Board. Directors should share our values and should possess the following characteristics: high personal and professional integrity; the ability to exercise sound business judgment; an inquiring mind; and the time available to devote to Board activities and the willingness to do so.

In evaluating the suitability of director and senior leadership candidates, the Nominating and Corporate Governance Committee and the Board take into account many factors such as expertise in various business disciplines (e.g., finance, risk management, etc.), educational and professional background, analytical ability, diversity of experience and viewpoint in the context of the needs of the Board and the Company as the Company’s business evolves, and willingness to devote adequate time to Board or leadership duties. In addition to the foregoing considerations, generally with respect to nominees recommended by shareholders, the Nominating and Corporate Governance Committee will evaluate such recommended nominees considering the additional information about them contained in the Recommendation Notices. In its recruitment process the Nominating and Corporate Governance Committee and Board will consider a pool of potential candidates reflecting diversity in gender, race, ethnic background, country of citizenship and professional experience. The Board often engages a third-party firm to assist with these searches to present a diverse pool of potential candidates. The Board believes that the backgrounds and qualifications of its directors and leadership team, as a group, should provide a broad mix of experience, knowledge and abilities that will allow the Board and Company to fulfill its responsibilities. Ultimately, the Nominating and Corporate Governance Committee will recommend to the Board prospective nominees who the Nominating and Corporate Governance Committee believes will be effective with the other members of the Board, in collectively serving the long-term best interests of our shareholders.

The Nominating and Corporate Governance Committee recommended to the Board each of the nominees identified in “Election of Directors” beginning on page 5 of this Proxy Statement.

Compensation Committee Interlocks and Insider Participation

None of the members of the Board’s Compensation Committee served as an officer at any time or as an employee during 2025. In addition, no Compensation Committee interlocks existed during 2025.

Communications with the Board of Directors

The Board believes that it is important for interested parties to have the ability to send communications to the Board. Persons wishing to communicate with the Board may do so by sending a letter to the Secretary of the Company at Stoneridge, Inc., 39675 MacKenzie Drive, Suite 400, Novi, Michigan 48377. The envelope must contain a clear notation indicating that the enclosed letter is a “Board Communication” or “Director Communication.” All such letters must identify the author and clearly state whether the intended recipients are all members of the Board or certain specified individual directors (such as the lead independent director or non-management directors as a group). The Secretary will make copies of all such letters and circulate them to the appropriate director or directors. The directors are not spokespeople for the Company and responses or replies to any communication should not be expected.

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Transactions with Related Persons

There were no reportable transactions involving related persons in 2025.

Review and Approval of Transactions with Related Persons

The Board has adopted a written statement of policy with respect to related party transactions. Under the policy, a related party transaction is a transaction required to be disclosed pursuant to Item 404 of Regulation S-K or any other similar transaction involving the Company or the Company’s subsidiaries and any Company employee, officer, director, 5% shareholder or an immediate family member of any of the foregoing if the dollar amount of the transaction or series of transactions exceeds $25,000. A related party transaction will not be prohibited merely because it is required to be disclosed or because it involves related parties. Pursuant to the policy, such transactions are presented to the Compliance and Ethics Committee for evaluation and approval by the Committee, or if the Committee elects, by the full Board. If the transaction is determined to involve a related party, the Compliance and Ethics Committee will either approve or disapprove the proposed transaction. Under the policy, in order to be approved, the proposed transaction must be on terms that are fair to the Company and are comparable to market rates, where applicable.

Human Capital Disclosure

As of December 31, 2025, Stoneridge employed approximately 4,200 full time and temporary employees in 14 countries, with about 86% located outside of the United States. Although we have no collective bargaining agreements covering U.S. employees, a 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, 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 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 and local “town hall” meetings and other communications

•Employee wellness programs

•Opportunities for community and charitable involvement

•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 the mobility industry’s integrated technology partner. We seek diverse sources for candidates, and we offer wages and benefits that are competitive in the markets where employees are located.

The Company is committed to creating diverse, equitable and inclusive workplaces that align with our core values and deliver sustainable business success. It is our mission to attract, advance and advocate for a diverse workforce that represents the communities around us. We challenge bias and strive to eliminate barriers through fair policies and practices. We are building an inclusive company where all employees can grow, excel, and contribute to our success in a meaningful way.

Our Human Resources function is an active and visible partner to the business at all levels. Our Chief Human Resources Officer and Assistant General Counsel 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, and effective employee communications.

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Environmental, Social and Governance Initiatives

The Company considers environmental, social and governance factors as part of its broader business strategy and risk management framework. These efforts are intended to support long-term shareholder value, effective workforce management and sustainable operations, while aligning with the Company’s operational and financial objectives.

Our culture and core values are central to how we operate and grow as a company. We recognize that conducting our business in a responsible way is important to all our stakeholders. Our core values include social responsibility:

We will operate our business and personally conduct ourselves in our workplace in a manner that supports employee safety, treats all equally and respectfully, benefits our communities and remains mindful of our impact on the environment.

The following policies and statements support the Company’s commitment to sustainability and corporate responsibility:

•Code of Conduct

•Global Human Rights and Working Conditions Policy

•Environmental Policy

•Health and Safety Policy

•Cybersecurity Policy

•Anti-Corruption Policy

•Policy Against Discrimination and Harassment

•Conflict Minerals Policy

•Modern Slavery Act Statement

•Whistleblower Policy

•Global Quality Agreement and Supplier Code of Conduct

The Company also demands accountability on these matters from its business partners. Our suppliers agree to follow the Company’s Global Quality Agreement and Supplier Code of Conduct. We expect that our suppliers will cascade similar expectations through their own supply chains. It is the responsibility of the supplier to verify and monitor compliance with this Code at its operations and its sub-suppliers’ operations.

We also believe transparency and accountability are critical to driving a more sustainable future. To this end, the Company provides annual public reporting on climate-related risks and opportunities through its annual Sustainability Report and other reporting and disclosures. Our sustainability-related reports and disclosures can be found on our Sustainability website at www.stoneridge.com/sustainability.

The Company’s dedication to sustainability is further reflected in our product portfolio, which is focused on sustainable solutions that align with market demand, regulatory compliance and customer requirements. We are committed to designing and manufacturing products that are applicable to evolving engine types and maintain sustainable attributes, including improving vehicle safety and efficiency and reducing greenhouse gas emissions. Refer to the Company’s Sustainability website at www.stoneridge.com/sustainability for more information.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

In this section we describe the compensation program for our Named Executive Officers (“NEOs”). We also discuss our compensation philosophy, policies and the decisions made by the Compensation Committee of the Board (the “Committee”) in 2025 as it relates to the compensation of our NEOs.

Named Executive Officers for 2025


Name			Title
James Zizelman			President & Chief Executive Officer
Matthew R. Horvath			Chief Financial Officer & Treasurer
Susan C. Benedict			Chief Human Resources Officer & Assistant General Counsel
Natalia Noblet			President Electronics
Rajaey Kased			President, Control Devices Division

2025 Overview

In 2025, Stoneridge was adversely affected by lower production volumes at our customers from lower demand in most of our served markets, which was partially offset by sales in our Electronics segment related to MirrorEye, including the ramp up of a previously launched European OEM program at the end of 2024 and two additional OEM program launches in North America that launched in 2025. Lower sales levels adversely affected gross margin contribution offset by direct material cost improvement and lower quality related costs relative to 2024. The Company incurred non-recurring expense for the recognition of a valuation allowance for U.S. federal deferred tax assets and the impairment of fixed assets in our Control Devices segment. We significantly increased cash provided by operating activities by reducing working capital levels, specifically lowering inventory through targeted actions and alignment with current production levels.

The actions of the Committee and our pay-for-performance philosophy functioned such that compensation earned by our executives was aligned with our financial performance for 2025. Highlights from the year and our performance are as follows:

•Our business has continued to focus on profitable and sustainable growth by advancing our portfolio of advanced safety and vehicle efficiency technologies, deepening our MirrorEye customer relationships, and maintaining a clear strategic vision aligned with the industry's shift toward more automated and connected vehicles.

•Net sales decreased by 5.2% compared to the prior year due to lower customer production volumes in most of our served markets, including the North American automotive market and the European and North American commercial vehicle markets. This decline was partially mitigated by higher MirrorEye product sales, including the continued ramp-up of recently launched OEM programs in both Europe and North America, improved customer take rates and higher bus end market sales.

Net loss in 2025 increased by $86.3 million compared to the prior year, primarily due to lower contribution from lower sales levels, the impairment of fixed assets in our Control Devices segment, SG&A costs related to the Control Devices strategic alternatives, higher business realignment costs, unfavorable foreign exchange fluctuations and the recognition of a valuation allowance for U.S. federal deferred tax assets. In 2025, Consolidated Adjusted Operating Income was below threshold, which capped attainment on the other financial metrics at threshold—resulting in AIP payouts below target.

CEO Transition

Effective April 1, 2026, the Board appointed Natalia Noblet as President and Chief Executive Officer as part of the Company’s leadership succession planning process. Prior 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.

James 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. Mr. Zizelman continues to serve on the Board and has been nominated for re-election at the 2026 Annual Meeting.

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The 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.

In connection with Ms. Noblet’s appointment, the Compensation Committee is finalizing her employment agreement as President and Chief Executive Officer. As of this proxy statement filing date, the employment agreement has not been finalized.

Compensation Philosophy and Objectives

Our Company’s compensation programs for executive officers are designed to attract, retain, motivate, and reward talented executives who advance our strategic, operational, and financial objectives and thereby enhance shareholder value. The primary objectives of our compensation programs for executive officers are to:

•Attract and retain talented executive officers by providing a total compensation package that is competitive with that offered by similarly situated companies.

•Create a compensation structure under which a substantial portion of total compensation is based on achievement of performance goals.

•Align total compensation with the objectives and strategies of our shareholders and business.

•Tie a substantial portion of our executive officers’ annual and long-term incentive compensation to quantifiable measures of the Company’s financial performance, with incentives not earned unless at least the minimum threshold performance is achieved.

Elements of Compensation

Following are the elements of our executive compensation program and the objectives for including them.


Element	Type	Objective
Base Salary	Cash - fixed	Attract and retain highly skilled executives by providing market competitive base salary that is aligned with the executive's responsibilities, experience & performance.
Annual Incentive Plan	Cash - variable	Motivate and reward the achievement of individual, division and/or consolidated financial and operational strategic objectives.
Long-Term Incentive Plan	Equity and/or Cash - variable	Retain and reward key employees, and align the interests of employees with our shareholders and the long-term success of the Company.
Benefits & Perquisites	Non-cash	Retain key employees by providing market competitive health, welfare and retirement benefits, and limited perquisites that align with our compensation philosophy.

Mix of Compensation

Our executive compensation is based on our pay-for-performance philosophy, which emphasizes executive performance measures that closely correlate with the achievement of both short-term performance objectives and long-term shareholder value. A significant portion of our executive officers’ annual and long-term performance-based compensation is at risk, with the amount of risk increasing with the officer’s position level. This provides more upside potential as well as downside risk for more senior positions because they have greater influence on our overall performance.

There is no pre-established policy or target for the allocation between cash and non-cash or short-term and long-term incentive compensation. Rather, the Committee reviews competitive market compensation information provided by our compensation consultant and considers the Company’s historical compensation practices in determining the appropriate level and mix of incentive compensation for each executive position.

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Total Target Compensation

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

Compensation Policies and Best Practices

To achieve the goals of aligning executive compensation with Company performance while maintaining strong corporate governance and minimizing risk, the Committee and the Company review and adopt policies and best practices that they believe are in the best interest of the Company and our shareholders. Following are some of the practices that have been adopted over time that we believe help us to achieve these goals:

•Significant emphasis on performance-based compensation

•Use of the TSR metric in the long-term incentive plan to align executive and shareholder interests

•Use of financial metrics in the annual and long-term incentive plan to incentivize executives to achieve key financial and operational results that support our business strategy

•Include caps on both the annual incentive plan and the long-term incentive plan

•Annual benchmarking of compensation mix and levels for executive officers to ensure competitiveness

•Maintain stock ownership guidelines for our executive officers and non-employee Directors

•Provide limited perquisites to executive officers

•Maintain anti-hedging and anti-pledging policies

•Maintain NYSE compliant compensation Recovery Policy

•Conduct an annual compensation risk assessment

•Use of an independent compensation consultant whose firm does no other work for the Company

Role of the Compensation Committee

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

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•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

Role of the Independent Compensation Consultant

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

•Appraising relevant trends and compensation developments in the market

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

•Providing Comparator Group analysis

•Providing market data for the CEO position and other executive officers

In 2025, the Committee retained Meridian Compensation Partners (“Meridian”) as its independent compensation consultant.

Role of the CEO

The Committee considers the recommendations and evaluations of the CEO when setting the compensation of the other executive officers. These recommendations take into account company and individual performance. While the Committee gives substantial weight to the CEO’s recommendations, it retains ultimate authority and responsibility for setting compensation for all executive officers.

Compensation Comparator Group

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


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

Compensation Benchmarking

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

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Consideration of Shareholder Advisory Vote on Executive Compensation

At our 2025 Annual Meeting of Shareholders, our executive compensation program received the support of approximately 83% of the votes cast on the Say-on-Pay proposal. The Committee takes this outcome seriously and recognizes that the level of support indicates concerns among a portion of our shareholders. In 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. The 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.

Base Salary

Base salary sets the foundation of our compensation program for our executive officers. The annual cash incentive compensation targets and long-term incentive targets are established as a percentage of each named executive officer’s base salary. The base salary is set at competitive market levels to attract and retain our executive officers. Base salary levels for our executive officers are set on the basis of the executive’s responsibilities, competitive market data, and other individual factors. In each case, due consideration is given to these individual factors, such as the officer’s experience, competencies, performance, and contributions. The Committee considers the evaluation and recommendation of the CEO in determining the base salary of the other executive officers. The Committee typically approves executive officer base salaries with an effective date of January 1st. Executive officers’ base salaries remain fixed throughout the year unless a promotion, change in responsibilities, or special circumstances occur. In 2025, there were no changes to any NEO’s base salary mid-year.

In 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. The 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.

The table below shows change in base salary for each NEO from 2024 to 2025.


Executive Officer	2024	2025	Change
James Zizelman	$680,000	$900,000	32.4	%
Matthew R. Horvath	$474,375	$495,722	4.5	%
Susan C. Benedict	$387,608	$405,050	4.5	%

SEC Form DEF 14A filed by Stoneridge Inc.