Stoneridge (SRI) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on May 13, 2025, to elect seven directors, ratify Ernst & Young LLP as auditor, approve executive compensation on a non-binding basis, and approve a new Long-Term Incentive Plan (LTIP).

• Shareholders of record as of March 21, 2025, are eligible to vote, with each share entitled to one vote per proposal.

• 2024 net sales decreased by 6.9% to $908.3 million, with operating income declining and net loss increasing due to lower sales and higher interest expense.

Voting matters and shareholder proposals

• Proposals include election of seven directors, auditor ratification, advisory say-on-pay, and approval of the 2025 LTIP.

• Board recommends voting FOR all proposals.

• Shareholder proposals for the 2026 meeting must be received by December 4, 2025, for inclusion in proxy materials.

Board of directors and corporate governance

• Board will be reduced from nine to seven members at the meeting; six of seven nominees are independent.

• Board committees include Audit, Compensation, Nominating and Corporate Governance, and Compliance and Ethics, all composed of independent directors.

• Annual board and committee self-assessments are conducted.

• Board diversity matrix discloses gender and ethnic diversity.

• Shareholders have the right to communicate directly with the Board.