Motorcar Parts of America (MPAA) Proxy Filing summary

Executive summary

• Fiscal 2024 achievements include $39.2M cash from operations, $32.5M net bank debt reduction, and a 5.1% sales increase to $717.7M.

• Gross profit rose 16.3% to $132.6M, operating income up 26.5% to $46.1M, and significant growth in brake product lines and Mexican market sales.

• Strategic focus for fiscal 2025: grow sales, increase gross margins, neutralize working capital, and enhance cash flow.

• Opened a new Malaysia facility, restructured credit agreement, and implemented a vendor supply chain financing program to reduce working capital by $20M.

• Environmental initiatives saved 67,694 tons of raw materials and recycled over 3,000 tons of water, 6,415 tons of cardboard, and 14,523 tons of metal.

Voting matters and shareholder proposals

• Shareholders will vote on: election of ten directors, ratification of Ernst & Young LLP as auditors, advisory approval of executive compensation, and approval of the First Amendment to the 2022 Incentive Award Plan.

• The First Amendment increases shares reserved for equity awards by 1,871,000, extends the plan through 2034, and maintains best practices such as no repricing without shareholder approval.

• Shareholder proposals for the 2025 meeting must be received by March 28, 2025, for proxy inclusion.

Board of directors and corporate governance

• Board consists of ten nominees, 80% independent, with diverse backgrounds and expertise.

• Annual election of directors, single class of voting stock, majority voting standard, and mandatory director resignation policy.

• Board refreshment process underway, with new candidates bringing industry, governance, and financial skills.

• Lead Independent Director presides over executive sessions; board committees are fully independent.

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