Dorman Products, Inc. 8-K

What Happened

• Dorman Products, Inc. announced on January 19, 2026 that Charles W. Rayfield (age 46) has been appointed Senior Vice President, Chief Financial Officer Designate, and Treasurer effective January 19, 2026. Rayfield will become the Company’s Senior Vice President, Chief Financial Officer, Treasurer and principal financial officer as of the first business day after Dorman files its Annual Report on Form 10‑K for the fiscal year ended December 31, 2025 (the “Transition Date”).
• The Company also executed a transition agreement for current CFO David M. Hession: he will remain CFO and principal financial officer through the Transition Date, then serve as Advisor to the President & CEO through March 5, 2027, after which he is expected to retire. Dorman issued a press release on January 19, 2026 announcing these changes.

Key Details

• Rayfield compensation: $525,000 annualized base salary; annual cash bonus target = 75% of base salary; $350,000 sign-on cash bonus payable March 2026 (subject to prorated repayment if he leaves voluntarily or is terminated for cause within 24 months).
• Equity: Rayfield eligible for participation in the Company’s equity plans with a target equity award opportunity of $500,000 (and a $600,000 target for the March 2026 annual grant cycle).
• Restrictive covenants: Rayfield will sign Dorman’s standard NDA/invention assignment/restrictive covenant agreement, including a 12‑month post‑employment non‑compete and non‑solicit period.
• Hession terms: effective at the Transition Date his base salary will be $50,000 and he will no longer be eligible for the annual cash bonus program (but remains eligible for awards for fiscal 2025 and a prorated 2026 cash bonus); any outstanding equity awards remain eligible to vest through March 5, 2027. Also, effective January 19, 2026, Jeffrey L. Darby moved to Senior Vice President, Enterprise Sales.

Why It Matters

• Leadership continuity: The appointment of an experienced finance executive as CFO designate and the planned overlap/transition with the incumbent CFO provide continuity in financial leadership during the Company’s upcoming Form 10‑K filing and through 2026.
• Financial impact: New hire commitments include immediate cash (sign‑on bonus) and ongoing compensation and equity opportunities that increase near‑term cash and equity dilution considerations; Hession’s advisory arrangement retains some bonus and equity vesting obligations through March 2027.
• Governance/operations: Investors should note the timing (Rayfield’s full CFO status is tied to the 2025 Form 10‑K filing) and the post‑employment restrictive covenants for the new CFO, which are standard but relevant for succession planning.