Stoneridge (SRI) Proxy filing summary

Executive summary

• The annual meeting is scheduled for May 19, 2026, and will be held virtually, with shareholders voting on key proposals including director elections, auditor ratification, executive compensation, and an amendment to the long-term incentive plan.

• In 2025, net sales decreased by 5.2% due to lower customer production volumes, with a net loss increase of $86.3 million, primarily from lower operating income and a valuation allowance for deferred tax assets.

• A CEO transition occurred in April 2026, with Natalia Noblet succeeding James Zizelman, who remains as a strategic advisor and board member.

Voting matters and shareholder proposals

• Shareholders will vote to elect nine directors for one-year terms, ratify Ernst & Young LLP as the independent auditor, approve executive compensation on an advisory basis, and approve an amendment to increase shares available under the 2025 Long-Term Incentive Plan.

• The board recommends voting FOR all proposals.

• Shareholder proposals for the 2027 meeting must be submitted by December 10, 2026, for inclusion in proxy materials.

Board of directors and corporate governance

• Seven of nine director nominees are independent; three are female, and the board has diverse backgrounds and skills.

• The board has four standing committees: Audit, Compensation, Nominating and Corporate Governance, and Compliance and Ethics, all composed of independent directors.

• Annual board and committee self-assessments are conducted, and the board separates the roles of CEO and Chairman.

• Shareholders have the right to communicate with the board and nominate directors.