David Hession
Senior Vice President, Chief Financial Officer and Treasurer at DORM
Executive
About David Hession
Senior Vice President, Chief Financial Officer and Treasurer of Dorman Products since March 2019; joined Dorman in February 2019 (age 56). 2024 performance showed net sales up 4.1% to $2,009.2 million, diluted EPS of $6.14, and free cash flow of $191.6 million, alongside $94 million of debt repayment and $78 million of share repurchases, indicating strong execution and cash generation . Long-term incentive outcomes reflect positive shareholder value creation: Dorman’s 3-year TSR (2022–2024) was 23.52% (62.10th percentile vs S&P Mid-Cap 400 Growth Index), driving a 135.5% payout on the 2022 PRSU award for Hession (2,556 units vested) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Johnsonville, LLC | Vice President, Chief Financial Officer | May 2013 – Jan 2019 | Led finance at a major protein manufacturer; multi-year CFO tenure |
| McCormick & Company, Inc. | Various roles; most recently Vice President Finance & Administration | Prior to 2013 | Finance leadership at a global consumer goods company |
| Tradeout, Inc. | Role not specified | Prior experience | B2B inventory exchange; finance/ops exposure |
| Xylum Corporation | Role not specified | Prior experience | Medical device development; finance/ops exposure |
| Ernst & Young LLP; Peterson Consulting LP | Management consulting | Prior experience | Advisory and consulting background |
External Roles
None disclosed (no current public company directorships identified) .
Fixed Compensation
Multi-year compensation (Summary Compensation Table):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | 479,133 | 497,464 | 512,404 |
| Stock Awards ($) | 550,867 | 391,259 | 694,933 |
| Option Awards ($) | 90,936 | 112,495 | — |
| Non-Equity Incentive ($) | 96,030 | 234,500 | 634,480 |
| All Other Compensation ($) | 25,883 | 23,148 | 31,019 |
| Total ($) | 1,242,849 | 1,258,866 | 1,872,836 |
Key 2024 fixed pay inputs:
- Base salary: $515,000
- Target annual bonus: 70% of base salary
- 401(k) contributions/perqs: Company discretionary $20,700 and matching $10,249; total other items $31,019
Performance Compensation
2024 Annual Cash Incentive (Corporate Subplan) design and results for Hession:
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout % |
|---|---|---|---|---|---|---|
| Adjusted Pre‑Tax Income ($mm) | 50% | 187.0 | 215.1 | 233.8 | 286.3 | 200% |
| Net Sales ($mm) | 25% | 1,929.8 | 2,006.2 | 2,064.9 | 2,009.2 | 105% |
| Free Cash Flow as % of Net Income | 25% | 70% | 80% | 100% | 101% | 200% |
| Total (weighted) | 176% |
Individual payout:
- Hession 2024 bonus: $634,480 (176% of $360,500 target)
Long-Term Equity (RSUs and PRSUs):
- 2024 award mix: 50% time-based RSUs (3-year, 33.33% per year) and 50% performance-based RSUs (3-year cliff), with performance equally weighted between RTSR vs Nasdaq US Benchmark Auto Parts Index and 3-year average ROIC .
2024 PRSU performance curves:
| Metric | Weight | Threshold | Target | Maximum | Vesting % |
|---|---|---|---|---|---|
| Relative TSR vs Nasdaq US Benchmark Auto Parts Index | 50% | 25th percentile | 50th percentile | 80th+ percentile | 0%/50%/100%/200% |
| Average ROIC (2024–2026) | 50% | 8.5% | 10.5% | 12.5%+ | 0%/50%/100%/200% |
Grant specifics (FY 2024):
| Grant Type | Grant Date | Threshold (#) | Target (#) | Maximum (#) | Vesting |
|---|---|---|---|---|---|
| PRSU – RTSR | 3/4/2024 | 847 | 1,695 | 3,390 | 3-year cliff; payout per curve |
| PRSU – ROIC | 3/4/2024 | 847 | 1,695 | 3,390 | 3-year cliff; payout per curve |
| Time-based RSU | 3/4/2024 | — | — | — | 3,390 units; 33.33% per year starting 1st anniversary |
Prior cycle outcome:
- 2022 PRSU (RTSR vs S&P Mid-Cap 400 Growth): Target 1,887; payout 2,556 units (135.5% of target) based on 23.52% company TSR (62.10th percentile) .
Equity Ownership & Alignment
Holdings and outstanding awards (as of March 26, 2025 record date and Dec 31, 2024 status):
| Item | Quantity | Notes |
|---|---|---|
| Beneficial ownership | 36,830 shares (<1% of 30,558,021 outstanding) | |
| Options exercisable within 60 days | 23,908 shares | |
| Options outstanding by grant | 2019: 8,768 @ $83.75; 2019: 2,243 @ $82.03; 2020: 6,738 @ $61.68; 2021: 1,866 exercisable / 625 unexercisable @ $101.45; 2023: 781 exercisable / 2,343 unexercisable @ $91.28 | |
| Unvested time-based RSUs | 196 (3/2/2021); 473 (3/2/2022); 2,594 (3/2/2022 single‑tranche 3‑yr); 924 (3/2/2023); 3,390 (3/4/2024) | |
| Outstanding PRSUs (shown at max, subject to performance) | 3,774 (2022 cycle); 4,928 (2023 cycle); 3,390 (2024 RTSR); 3,390 (2024 ROIC) | |
| Ownership guideline | 2x annual base salary; all NEOs comply or have time to comply | |
| Hedging/pledging | Prohibited by Insider Trading Policy (anti‑hedging, anti‑pledging) |
Change-in-control value sensitivity (illustrative from proxy):
- Accelerated stock awards: $2,987,293; options: $153,927; total equity acceleration $3,141,220 for Hession (assuming CoC on 12/31/2024 at $129.55/share) .
Employment Terms
| Provision | Non-Change-in-Control | Change-in-Control (termination within 3 months prior or 24 months after) |
|---|---|---|
| Severance multiple (cash) | 1.0x base salary + 1.0x target bonus; paid over 12 months | 2.0x base salary + 2.0x target bonus; lump sum (with 409A constraints) |
| Pro-rated bonus | Yes (Severance Pro‑Rata Bonus) | Yes (Severance Pro‑Rata Bonus) |
| COBRA premiums | Up to 12 months | Up to 18 months |
| Outplacement | Up to 12 months; ≤ $50,000 | Up to 18 months; ≤ $50,000 |
| Restrictive covenants | Non‑compete and non‑solicit: longer of 12 months or months equal to cash severance; not to exceed 18 months | |
| Equity treatment | 2018 Equity Plan: single‑trigger acceleration at CoC (options/SARs fully exercisable; all RS/RSUs immediately vest, PRSUs at max) | |
| Clawbacks | Company policy for misconduct/restatement; SEC/Nasdaq 10D‑1 compliant policy for mandatory recoupment (3‑year lookback) | |
| Deferred compensation | Hession had no deferrals and no balance in 2024 |
Illustrative estimated payments (as of 12/31/2024):
- Termination without cause/good reason (non‑CoC): total $1,593,480 (cash $875,500; COBRA $33,500; pro‑rated bonus $634,480; outplacement $50,000) .
- CoC + termination: total $5,626,950 (cash $1,751,000; COBRA $50,250; equity acceleration $3,141,220; pro‑rated bonus $634,480; outplacement $50,000) .
Investment Implications
- Pay-for-performance alignment: 2024 bonus tied 50/25/25 to Adjusted Pre‑Tax Income/Net Sales/Free Cash Flow-to-Net Income delivered a 176% payout, consistent with strong operating execution and cash generation . Long-term equity emphasizes three-year TSR and ROIC with balanced metrics and capped value at 400% of grant-date value, promoting durable returns and capital efficiency .
- Retention and potential selling pressure: Time-based RSUs vest annually (next tranches around March each year), and PRSUs are cliff-based with certifications in Q1 2027 (2024–2026 cycle), which may create periodic supply upon vesting; anti‑hedging/anti‑pledging limits risk behaviors .
- Change-in-control leverage: Equity accelerates on single trigger, and severance provides 2x cash protection on double trigger—boards/investors should monitor potential CoC economics in strategic scenarios .
- Governance and shareholder sentiment: Strong Say‑on‑Pay support (95% in 2024) and use of independent consultant/peer benchmarking reduce pay inflation risk and support credible compensation oversight .