STRATTEC SECURITY CORP

DEF 14A 1 def14a_strt_proxy_2024.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant☒ Filed by a Party other than the Registrant☐

Check the appropriate box:

(Name of Registrant as Specified in Its Charter)

Registrant

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of filing fee (Check all boxes that apply):

3333 West Good Hope Road, Milwaukee, Wisconsin 53209

Dear Fellow Shareholders,

It is a pleasure to write my first Chairman’s Letter to Shareholders since I was appointed Chairman of the Board in January of this year. One of my goals is to improve STRATTEC’s governance and I believe with the steps the Board has taken through the year that we have made great strides. For instance, we are asking you to approve at our 2024 Annual Meeting of Shareholders an amendment to our Articles of Incorporation to declassify our Board. If this proposal is approved, each director will be elected to serve a term of one year, rather than serving for three years. Such a move, I believe, makes directors more accountable to our shareholders. In addition, last month, the Board adopted “proxy access” provisions in our amended By-Laws, making it easier for shareholders to put any potential competitive slate of directors on the same proxy slate as incumbent directors. The Board believes such actions, including others described below, are “pro-shareholder.”

Board refreshment is very importantfor all companies. As shown in the proxy statement, we are nominating a new director, Matteo Anversa. Matteo was until very recently the Chief Financial Officer of Gentherm, a leading automotive supplier and prior to that he had progressively challenging financial roles with Fiat-Chrysler, Ferrari and General Electric. Effective September 1, 2024, Matteo was appointed Chief Financial Officer of Logitech. We look forward to Matteo joining us, along with the fresh insights he will provide.

We also thank two departing directors, David Zimmer and Harry Stratton, for their years of dedicated service. David had served on the Board since 2006 while Harry served with us since 1994 when we became an independent public company. With their retirements, the average tenure of directors’ service on the Board has decreased from over 19 years at this time last year to under three years following this year’s meeting, assuming that all nominees are elected as proposed.

Ownership alignment and director accountability. Under the capable leadership of Nominating and Governance Committee Chair Tina Chang, we have implemented minimum stock ownership guidelines for both directors and officers. We believe that insiders should be on the “same side” as you, the owners of the Company. This Committee also initiated and completed a robust performance evaluation process with peer reviews of the Board itself, committees, and individual Board members. And, to bring clarity to the proper function of the board as a governing body, the Board has both updated its Committee Charters and introduced one for the Chairman.

Compensation alignment. As Chair of the Compensation Committee, Thomas Florsheim, Jr. has worked diligently to better align our compensation structure to business performance. We retained, for the first time, a full-time independent compensation consultant, Pay Governance, to modernize and align the Corporation’s compensation programs. This Committee has implemented a new short-term incentive program and a new long-term incentive program, each of which contain what we believe are appropriate and distinct performance metrics. We are asking you to approve additional shares for this new long-term incentive program that we expect will help to drive shareholder value.

We also revamped the compensation program for non-employee directors. Beginning this fiscal year, directors will no longer receive committee fees or participate in any incentive bonus program. We also changed the timing of director restricted stock grants — rather than being granted at the end of the year in arrears, they will be granted (subject to a one-year cliff vesting) at the beginning of each year of service. Because of this transition, there will be a one-time “double grant” of restricted stock awards disclosed in next year’s proxy statement (purely as a result of the timing).

Continuing education of directorsis also vitally important. In May, our auditors, Deloitte, supported the entire Board’s ongoing education on cybersecurity and IT governance requirements, issues which are highly importance to us, our customers, and suppliers.

Appointment of new Chief Executive Officer. I believe it is important to note that the independent directors who served as members of the CEO search committee (Tina Chang, Tom Florsheim, Bruce Lisman, and me) declined any committee fees related to the search process. The terrific news is that the search produced what we believe is a truly outstanding and energetic CEO in Jennifer Slater. You can find her letter to shareholders in the Corporation’s Annual Report.

Shareholder engagement. Since becoming Chairman, I have reached out to several of our large shareholders and have benefited from their views on a number of governance and other matters. As always, we welcome feedback from our shareholders. Shareholders may send communication by mail or courier delivery addressed as follows: Board of Directors (or Committee Chair, Board Member, or Non-Management Directors, as the case may require), c/o Secretary, STRATTEC Security Corporation, 3333 West Good Hope Road, Milwaukee, Wisconsin 53209, as described under our Investor Relations portion of the Company’s website, https://investors.strattec.com/information-request.

The creation of long-term shareholder value is our overarching goal. While one year is a very short measure, we believe the market is recognizing the change occurring at STRATTEC. Our stock outperformed the S&P 500 during the past fiscal year with STRATTEC’s stock increasing nearly 32% (from about $19.00 to $25.00) from July 3, 2023 to June 28, 2024, compared with just over 22% for the S&P 500. I would also note that, subsequent to the release of fourth quarter earnings in early August 2024, the stock rose from about $25 to nearly $35 as I write this letter. It’s important to note as stated in the release, our fourth quarter benefited from one-time price increases that had been accumulated from prior years. As a Board and management team, we are cognizant of fluctuations in our stock price. Importantly, our focus is on what we can control and on building a sustainable business with long-term performance that drives shareholder value.

Sincerely,

F. Jack Liebau, Jr.

Chairman of the Board

3333 WEST GOOD HOPE ROAD

MILWAUKEE, WISCONSIN 53209

Notice of Annual Meeting of Shareholders

to be held on October 23, 2024

The Annual Meeting of Shareholders (the “Annual Meeting”) of STRATTEC SECURITY CORPORATION, a Wisconsin corporation (the “Corporation” or “STRATTEC”), will be held at the Holiday Inn Milwaukee Riverfront Hotel, 4700 North Port Washington Road, Milwaukee, Wisconsin 53212, on Wednesday, October 23, 2024, at 8:00 a.m. local time, for the purposes of considering and taking action on the following:

1. to approve a proposal to amend our Amended and Restated Articles of Incorporation, as amended ("Articles") to declassify our Board of Directors so that all directors will be elected annually;

2. to elect six directors to serve until the 2025 Annual Meeting of Shareholders if Proposal 1 is approved or, if Proposal 1 is not approved, to elect two directors to serve until the 2027 Annual Meeting of Shareholders and one director to serve until the 2026 Annual Meeting of Shareholders;

3. to approve a non-binding advisory proposal on executive compensation;

4. to approve a proposal to adopt the STRATTEC SECURITY CORPORATION Stock Incentive Plan; and

5. to take action with respect to any other matters that may be properly brought before the Annual Meeting and that might be considered by the shareholders of a Wisconsin corporation at their annual meeting.

By order of the Board of Directors

DENNIS BOWE,

Secretary

Milwaukee, Wisconsin

Shareholders of record at the close of business on August 21, 2024 are entitled to vote at the Annual Meeting. Your vote is important to ensure that a majority of our stock is represented. Whether or not you plan to attend the Annual Meeting in person, please complete, sign and date the enclosed proxy card and return it promptly in the enclosed envelope. Your vote is being solicited by the Board of the Directors of the Corporation. If you later find that you may be present at the Annual Meeting or for any other reason desire to revoke your proxy, you may do so at any time before it is voted. Shareholders holding shares in brokerage accounts (“street name” holders) who wish to vote at the Annual Meeting will need to obtain a proxy form and voting instructions from the institution that holds their shares.