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Dorman Products Inc

For the period ended May 16, 2025. Filed Apr 7, 2025.

View on SEC.gov

About this filing

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

DORM$136.70-2.0%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits
Contents

Proxy Statement Summary

This summary highlights information contained elsewhere in this proxy statement. It does not contain all of the information you should consider, and you should read the entire proxy statement carefully before voting. References in this proxy statement to the “Company,” “Dorman,” “we,” “us,” and “our” refer to Dorman Products, Inc., a Pennsylvania corporation. This proxy statement, form of proxy, and the 2024 Annual Report to Shareholders are being distributed and made available to our shareholders on or about April 7, 2025.

About Dorman

We are one of the leading suppliers of replacement and upgrade parts and accessories in the motor vehicle aftermarket industry, serving passenger cars, light-, medium-, and heavy-duty trucks as well as all-terrain and utility terrain vehicles (ATVs and UTVs). We operate through three business segments: Light Duty, Heavy Duty, and Specialty Vehicle, consistent with the sectors of the motor vehicle aftermarket industry in which we operate. Our products are sold under our various brand names, under our customers’ private label brands, or in bulk. We are one of the leading aftermarket suppliers of parts that were traditionally available to consumers only from original equipment manufacturers or salvage yards. These parts include, among other parts, leaf springs, intake manifolds, exhaust manifolds, window regulators, radiator fan assemblies, tire pressure monitor sensors, exhaust gas recirculation (EGR) coolers, UTV windshields, and complex electronics modules.

Annual Meeting of Shareholders

Date and Time:May 16, 2025 at 8:30 a.m. (Eastern Daylight Time)
Meeting Access:Live Webcast: www.virtualshareholdermeeting.com/DORM2025
Record Date:March 26, 2025
Voting:Shareholders have one vote per share on all matters presented at the annual meeting

Note: This year's annual meeting will be a virtual meeting conducted via live webcast. You will be able to attend the annual meeting, vote your shares electronically, and submit questions during the meeting by visitingwww.virtualshareholdermeeting.com/DORM2025. The annual meeting format will be a live audio webcast where you can view the meeting agenda and other materials made available online. You will not be able to attend the annual meeting in person. Additional information regarding attending the annual meeting, voting your shares, and submitting questions can be found in the proxy statement.

Voting Matters and the Board’s Recommendation

Agenda ItemPage ReferenceBoard Vote Recommendation
Proposal I: Election of eight directors5FOR each Director Nominee
Proposal II: Advisory approval of the compensation of our named executive officers27FOR
Proposal III: Ratification of KPMG LLP (“KPMG”) as Dorman’s independent registered public accounting firm for fiscal 202528FOR

In addition to these matters, shareholders may be asked to vote on such other business as may properly come before the annual meeting.

How to Vote

Whether or not you attend the meeting, we urge you to vote promptly in advance of the meeting by:

visiting www.proxyvote.com;

signing and returning via mail your proxy card or voting instruction form; or

calling 1-800-690-6903.

Alternatively, you can attend and vote during the meeting by visiting www.virtualshareholdermeeting.com/DORM2025 and voting when prompted. When voting online or via phone, have your proxy card and control number handy.

Proposal I: Election of Directors

Shareholders are being asked to elect eight director candidates nominated by the Board of Directors of Dorman (the “Board of Directors” or “Board”). Below is information regarding the nominees and their background and experience in support of the Board’s recommendation that shareholders vote “For” each of the nominees.

Director Nominees

Name · Age · Director Since · Occupation · Independent · Committee Memberships
Audit · Compensation · Corporate Governance and Nominating
Steven L. Berman651978Non-Executive ChairmanNo
Kevin M. Olsen532019President and Chief Executive OfficerNo
Lisa M. Bachmann632020Former Executive Vice President, Chief Merchandising Officer, and Operating Officer of Big Lots, Inc.Yes
John J. Gavin682016Chairman of GMS Inc.Yes
Richard T. Riley*692010Former Executive Chairman of LoJack CorporationYes
Kelly A. Romano632017Founder and Chief Executive Officer of BlueRipple Capital, LLCYes
G. Michael Stakias752015President and Chief Executive Officer of Liberty PartnersYes
J. Darrell Thomas642021Former Vice President and Treasurer of Harley-Davidson, Inc.Yes
ChairMember
*Lead Director†Audit Committee Financial Expert

2 | 2025 Proxy Statement

Director Profiles and Experience

Leadership 8 director nomineesMergers & Acquisitions 8 director nomineesCurrent/Former CEO 6 director nominees
Financial Matters 8 director nomineesDiversity 50% of independent director nominees are racially or gender diverseCorporate Governance 4 director nominees
Operational 8 director nomineesInternational Experience 8 director nomineesIndependence 6 director nominees
Industry 3 director nomineesRisk Management 8 director nomineesAverage Tenure of Independent Director Nominees 8 years (approx.)

Proposal II: Advisory Approval of the Compensation of Our Named Executive Officers

Our executive compensation program is designed to promote the successful implementation of our annual strategic plan as approved by the Board as well as the long-term growth and profitability of the Company, all of which are intended to enhance shareholder value. Below is information to support the Board’s recommendation that shareholders approve on an advisory basis the compensation of the Company’s named executive officers for 2024.

Executive Compensation Highlights

Our executive compensation program is designed to help ensure that pay is aligned with our business objectives and the interests of our shareholders. Below are some of the key highlights of our executive compensation program.

✔A majority of fiscal 2024 target compensation for named executive officers was variable and performance-based✔Robust stock ownership guidelines for executive officers
✔Grants of performance-based restricted stock units, 50% of which vest based on return on invested capital and 50% of which vest based on our total shareholder return relative to companies comprising the Nasdaq US Benchmark Auto Parts Index✔Clawback policies for executive officers covering both cash and equity incentive compensation
✔Mix of diversified short- and long-term performance metrics to incentivize and reward the achievement of strategic objectives✔No tax gross-up provided under our Executive Severance Plan
✔Caps on annual and certain long-term incentive programs✔No excessive perquisites for any of our executive officers
✔Anti-hedging and anti-pledging policies applicable to executive officers and directors✔Annual Say-on-Pay vote by shareholders
✔Conduct competitive benchmarking to ensure executive pay is aligned to market

2024 Financial and Operational Highlights

Net Sales​Diluted EPS
$2.01 Billion$6.14
■Net sales increased 4.1% over fiscal 2023■Repaid $94 million of indebtedness in fiscal 2024
■Gross profit increased by 17.6% over 2023■Repurchased $78 million in common stock at an average price of $91 per share
■Diluted earnings per share increased by 49.8% over 2023■Announced the opening of a new US-based drive shaft manufacturing facility in Virginia Beach, Virginia

Proposal III: Ratification of KMPG as our Independent Registered Public Accounting Firm for Fiscal 2025

KPMG was our independent registered public accounting firm for the fiscal year ended December 31, 2024. The Board recommends that shareholders ratify, on an advisory basis, the appointment of KPMG as our independent registered public accounting firm for the fiscal year ending December 31, 2025.

4 | 2025 Proxy Statement

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.