STONERIDGE INC 8-K/A

What Happened

• Stoneridge Inc. announced on Jan. 30, 2026, that its Board approved one-time cash Transaction Bonuses for named executive officers in connection with the completed sale of the company’s Control Devices business segment.
• Bonus amounts: James Zizelman (President & CEO) $940,500; Matt Horvath (CFO & Treasurer) $414,423; Susan Benedict (CHRO & Assistant GC) $296,294.
• The Board also approved cash-settled phantom share retention awards under the 2025 Long-Term Incentive Plan (grants dated Jan. 31, 2026): 142,933 phantom shares to Mr. Zizelman and 45,029 phantom shares to Ms. Benedict, scheduled to vest Jan. 31, 2027 (subject to vesting conditions).

Key Details

• Total one-time cash bonuses awarded to the three named executives: $1,651,217.
• Phantom awards pay cash on vesting equal to the fair market value of notional shares plus cash dividends declared during the vesting period.
• Vesting conditions: generally require continued employment through Jan. 31, 2027; accelerated or pro-rata vesting for qualifying retirement, death/permanent disability, change-in-control-related qualifying termination (full vest if without cause within 24 months), or termination by the company without cause (pro-rata).

Why It Matters

• For investors, the filing signals the company is using cash bonuses and phantom-share awards to reward and retain senior leaders after divesting the Control Devices segment.
• Near-term impact: a disclosed one-time cash outflow of about $1.65 million. Future cash obligations from the phantom awards will depend on Stoneridge’s stock price and dividends at vesting (Jan. 31, 2027) and on whether vesting accelerates under specified conditions.