Dorman Products Inc
For the period ended May 16, 2025. Filed Apr 7, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 16, 2025 · Filed Apr 7, 2025
Contents
Pay vs. Performance
The following table shows (i) the total compensation for our chief executive officer and, on an average basis, total compensation for our other named executive officers as set forth in the Summary Compensation Table (“SCT”); (ii) the “compensation actually paid” to our chief executive officer and, on an average basis, compensation actually paid to our other named executive officers (in each case, as determined under applicable SEC rules); (iii) our TSR; (iv) the TSR of the Nasdaq Benchmark Index over the same period, (v) our net income and (vi) our adjusted pre-tax income, which is the most important financial measure that we used to link compensation actually paid to the named executive officers for 2024 to Company performance. Compensation actually paid, as determined under SEC requirements, does not reflect the actual amount of compensation earned by or paid to our named executive officers during a covered year. No dividends were paid or accrued on stock awards for the years presented.
| Value of Initial Fixed $100 Investment Based On: | ||||||||
|---|---|---|---|---|---|---|---|---|
| Year | SCT Total Compensation for CEO(1)($) | Compensation Actually Paid to CEO(1,3)($) | Average SCT Total Compensation for Other NEOs(2)($) | Average Compensation Actually Paid to Other NEOs(2,3)($) | TSR (Company)(4)($) | TSR (Peer Group)(4)($) | Net Income(5)($ in thousands) | Adjusted Pre-Tax Income(6)($ in thousands) |
| 2024 | 6,517,942 | 12,318,453 | 1,764,107 | 2,856,756 | 172.00 | 81.00 | 190,004 | 286,323 |
| 2023 | 4,219,066 | 2,868,445 | 1,226,892 | 994,034 | 111.00 | 104.00 | 129,259 | 187,025 |
| 2022 | 3,079,982 | 1,006,154 | 1,142,856 | 508,834 | 108.00 | 108.00 | 121,549 | 189,800 |
| 2021 | 3,377,508 | 4,229,896 | 1,255,441 | 1,684,833 | 142.00 | 139.00 | 131,532 | 182,700 |
| 2020 | 2,238,694 | 2,707,653 | 1,244,728 | 1,580,887 | 119.00 | 114.00 | 106,870 | 143,050 |
| (1) | Mr. Olsen served as president and chief executive officer for each of the years presented in the table. |
| (2) | The other named executive officers for each of the years presented in the table were as follows: for fiscal 2024, Messrs. Hession, Braun, Darby, and Leff; for fiscal 2023 and 2022, Messrs. Hession, Braun, Darby, and McKnight; for fiscal 2021, Messrs. Berman, Hession, and Braun and Mr. Michael B. Kealey, our then-Executive Vice President, Commercial; and, for fiscal 2020, Messrs. Hession, Kealey, Braun, and Darby. |
| (3) | SEC rules require certain adjustments be made to the SCT total compensation to determine “compensation actually paid” for purposes of the Pay vs. Performance Table, which are detailed in the table below. None of our named executive officers participate in a defined benefit plan, and so no adjustment for pension benefits is included in the table below. The following table details these adjustments for fiscal 2024: |
| Adjustments · FY2024 | ||
|---|---|---|
| CEO($) · Other NEOs Average($) | ||
| Total from SCT | 6,517,942 | 1,764,107 |
| Adjustments for stock and options awards | ||
| Subtract: Grant date fair value of Stock and Option Awards(a) | (3,851,856) | (711,116) |
| +: Fair value(b) of equity awards granted during the fiscal year, unvested as of fiscal year-end | 5,811,559 | 1,072,902 |
| +/-: Change in fair value(b) of unvested equity awards granted in prior years and outstanding at beginning and end of fiscal year | 3,688,927 | 694,565 |
| +/-: Change in fair value(b) for equity awards granted in prior years that vested in the fiscal year | 151,881 | 36,298 |
| -: Fair value(b) of equity awards that were forfeited in the fiscal year | — | — |
| Total Impact: Adjustments for stock and option awards | 5,800,511 | 1,092,649 |
| Compensation Actually Paid (as calculated) | 12,318,453 | 2,856,756 |
| (a) | The amounts reported in this row represent the grant date fair value of equity awards reported in the “Stock Awards” and “Option Awards” columns of the SCT for the applicable year. |
|---|
| (b) | We used a Monte Carlo simulation model to determine the grant date fair value of the 2022, 2023, and 2024 performance-based restricted stock awards that would vest based on the Company’s TSR and revalued those awards on December 31, 2024. The remeasured fair value of the 2022, 2023, and 2024 awards was $123.52, $171.22, and $229.93 per share as of December 31, 2024. |
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66 | 2025 Proxy Statement
The assumptions used to calculate the fair value of stock options did not differ materially from those used to calculate grant date fair value for such awards; we used the Black-Scholes option valuation model to determine fair value as of the applicable year-end or vesting date(s), based on the same methodology previously used to determine grant date fair value, except that we used (a) the closing stock price on the applicable revaluation date as the current fair market value and (b) a reduced expected life, given applicable time lapsed since grant date.
| (4) | TSR is determined based on the value of an initial fixed investment of $100 in common stock at December 31, 2019, assuming the reinvestment of dividends. The TSR peer group is the NASDAQ Benchmark Index, as identified in Part II. Item 5 of the Company’s Form 10-K filed with the SEC on February 27, 2025 (the “10-K Peer Group”). |
| (5) | Net income is calculated in accordance with GAAP and as reported in the Company’s Form 10-K filed with the SEC on February 27, 2025. |
| (6) | “Adjusted Pre-Tax Income” means the Company’s consolidated income before income taxes determined in accordance with GAAP, excluding the following items: (a) items generally excluded from earnings per share and earnings before interest, taxes, depreciation and amortization, or EBITDA, by the Company or institutional investors or analysts when evaluating the Company’s performance, such as one-time gains or losses from asset sales, dispute or litigation charges or recoveries, impairment charges, acts of God, restructuring charges and other non-GAAP adjustments, but including normal provisions for slow-moving and obsolete inventory and accounts receivable; (b) the impact of any acquisitions, divestitures, discontinuance of business operations, or restructuring; and (c) the cumulative effect of any accounting changes. |
While the Company uses numerous financial and nonfinancial performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that Adjusted Pre-Tax Income is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link compensation paid to the Company’s named executive officers, for the most recently completed fiscal year, to Company performance.
Comparisons
The charts below show, for the past five years, the following: (i) the relationship of the Company’s TSR relative to its peers in the 10-K Peer Group; and (ii) the relationship of “compensation actually paid” to our chief executive officer and the average of “compensation actually paid” to each of our other named executive officers as a group and each of (a) the Company’s TSR; (b) the Company’s net income; and (c) the Company’s Adjusted Pre-Tax Income. TSR amounts represent the return on a $100 investment in common stock as of our fiscal year ended December 28, 2019, assuming the reinvestment of dividends.
Most Important Financial Measures
The performance measures used to link compensation actually paid to our named executive officers for fiscal 2024 to Company performance are as follows:
Performance Measures
Net Sales
Adjusted Pre-Tax Income
Free Cash Flow as a % of Net Income
Relative TSR as compared with constituent companies in the NASDAQ Benchmark Index
Return on Invested Capital
We believe these measures adequately align named executive officer incentives with the Company’s objectives, consistent with our compensation philosophy, as more fully described under “Executive Compensation: Compensation Discussion and Analysis.”
68 | 2025 Proxy Statement
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.