Motorcar Parts of America (MPAA) Proxy Filing summary

Executive summary

• Fiscal 2025 saw record net sales of $757.4M (up 5.5%), record gross profit of $153.8M (up 16.1%), and $45.5M in cash from operations, with net bank debt reduced by $32.6M to $81.4M.

• Share repurchases totaled 542,134 shares for $4.8M, and the company expanded its vendor supply financing program.

• Growth was driven by brake-related products, new business in Mexico, and continued traction in heavy-duty aftermarket and bench-top testers.

• The company was added to the Russell 3000® index after fiscal year end.

• Industry tailwinds include a growing vehicle base (293.5M vehicles), increased vehicle age (12.8 years), and higher replacement opportunities.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of ten directors for a one-year term, (2) ratification of Ernst & Young LLP as independent auditors for FY ending March 31, 2026, (3) advisory approval of executive compensation (say-on-pay), and (4) other business as may arise.

• The record date for voting is July 16, 2025, with 19,352,135 shares outstanding.

• Majority voting standard applies for uncontested director elections; directors must tender resignations if not re-elected.

Board of directors and corporate governance

• Board consists of ten nominees, eight of whom are independent; diversity includes two women, one African, two African Americans, and one Asian.

• Board committees: Audit, Compensation, and Nominating & Corporate Governance, all comprised of independent directors.

• Lead Independent Director presides over executive sessions; board refreshment and performance evaluations are conducted annually.

• Directors are required to own stock worth 3x their annual cash retainer within five years.