Stoneridge (SRI) Proxy Filing summary

Voting matters and shareholder proposals

• Shareholders are asked to approve the 2025 Long-Term Incentive Plan, which would provide 726,000 shares for future grants and include non-employee directors as participants.

• The Board intends to terminate the Directors' Restricted Shares Plan if the 2025 Plan is approved, consolidating all future director equity awards under the new plan.

Executive compensation and say-on-pay

• As of March 31, 2025, there are 1,767,066 shares subject to outstanding equity awards, including restricted stock units, restricted shares, and performance-based share awards.

• No stock options or stock appreciation rights are outstanding as of March 31, 2025.

• Performance share awards are reserved at maximum or target performance levels depending on grant date.

Board of directors and corporate governance

• The Board plans to discontinue the Directors' Restricted Shares Plan and transition director equity awards to the 2025 Long-Term Incentive Plan, pending shareholder approval.