Richard Riley

About Richard T. Riley

Independent Lead Director at Dorman Products (DORM) since March 2010; age 69. Former Executive Chairman/CEO/President/COO at LoJack and NEBS; prior audit manager at Arthur Andersen & Co and a certified public accountant, bringing deep finance, governance, and M&A experience. Serves as Lead Director and Audit Committee Chair at DORM, with additional roles on the Compensation and Corporate Governance & Nominating Committees . Board determined he is independent under Nasdaq standards; independent directors meet in executive session at least quarterly .

Past Roles

Organization	Role	Tenure	Committees/Impact
LoJack Corporation (Nasdaq)	Executive Chairman; Chairman; President; COO; Director	2005–2013	Led executive roles across finance/operations; automotive aftermarket domain expertise
New England Business Service (NYSE)	CEO; President; COO; Director	Prior to 2005 (dates not further specified)	Operations and efficiency focus for SMB services
Cimpress N.V. (VistaPrint, Nasdaq)	Board Member; Chairman of Supervisory Board	Feb 2005–Dec 2018	Oversight of mass customization businesses
Micro-Coax, Inc. (private)	Vice Chair; Significant shareholder (~33%)	2000–sale in June 2016	Defense/space industry supplier governance
Arthur Andersen & Co	Audit Manager; CPA	Prior to above roles	Financial reporting and controls expertise
Thomas Jefferson University Hospital	Trustee	Ongoing	Non-profit healthcare governance
University of Notre Dame	Advisory Board Member	Ongoing	Academic advisory role

External Roles

Company/Institution	Role	Tenure	Notes
Tupperware Brands Corporation	Director	2015–present	Current public company directorship
Thomas Jefferson University Hospital	Trustee	Ongoing	Non-profit board role
University of Notre Dame	Advisory Board Member	Ongoing	Academic advisory role

Board Governance

Roles: Lead Director; Audit Committee Chair; member—Compensation; Corporate Governance & Nominating .
Lead Director responsibilities: presides over sessions without Chair; liaison with management; agenda setting; participates in CEO evaluations; oversees Board/committee evaluations; can recommend advisors .
Independence: Board deems Riley independent; majority of directors are independent; standing committees composed solely of independent directors .
Attendance: In FY2024, Board held 7 meetings; Audit 4; Compensation 4; Corporate Governance & Nominating 4; each incumbent director attended at least 75% of applicable meetings; all directors attended the annual meeting .
Skills: Audit financial expert (one of six on Audit Committee); strong finance, accounting, risk, and governance credentials .
Policies: Majority voting with resignation policy; directors may not serve on >4 public boards; robust stock ownership requirements; no rights plan; split Chair/CEO roles .

Fixed Compensation (Director)

Component (FY2024)	Amount
Annual Board Member Cash Retainer	$90,000
Lead Director Fee	$22,500
Audit Committee Chair Fee	$20,000
Compensation Committee Chair Fee	$15,000 (not applicable to Riley in FY2024)
Corporate Governance & Nominating Chair Fee	$10,000 (not applicable to Riley in FY2024)

Director Compensation (FY2024)	Cash Fees	Stock Awards (Grant-date fair value)	Total
Richard T. Riley	$132,500	$134,964	$267,464

Independent Director Equity: Annual RSU grant (~$135,000) in June 2024 under the 2018 plan; vests in full at one-year anniversary or next annual meeting .

Performance Compensation (Director)

Structure: Independent directors receive time-based RSUs only; no performance-conditioned director equity, options, or bonus plans disclosed .
FY2024 Grant: RSUs with approximate grant-date value of $135,000, one-year vest timing as above .
Clawbacks/Policies: Director equity subject to clawback policy adopted under SEC/Nasdaq rules; anti-hedging and anti-pledging policies apply to directors .

Other Directorships & Interlocks

Company	Overlap Type	Notes
Tupperware Brands Corporation	Current public board	No Dorman-related related-party transactions disclosed that would impair independence .

Related-party transactions oversight: Audit Committee approves related party transactions required to be disclosed; Board’s independence review identified no relationships rendering Riley non-independent .

Expertise & Qualifications

CPA with audit and financial reporting expertise; deep operational leadership in automotive aftermarket; governance and strategic planning proficiency; recognized audit committee financial expert .

Equity Ownership

Item	Value
Beneficial Ownership (shares)	27,977
Shares Outstanding (record date 3/26/2025)	30,558,021
Ownership (%)	0.092% (27,977 ÷ 30,558,021)
RSUs vesting within 60 days (included in beneficial ownership)	1,471
Options exercisable within 60 days	Not disclosed for Riley (no count listed)
Director Stock Ownership Guideline	≥5× annual cash retainer; compliance or within allowed time window as of proxy date

Governance Assessment

Strengths:
- Independent Lead Director and Audit Chair roles enhance oversight and investor confidence; Audit Committee comprised solely of independent directors with six financial experts .
- Strong attendance and annual meeting participation, majority voting with resignation policy, and quarterly executive sessions signal board effectiveness .
- Robust ownership alignment through director stock ownership guidelines; anti-hedging/anti-pledging policies reduce misalignment risks .
- No disclosed related-party conflicts affecting independence; committee oversight of related-party transactions .
Compensation alignment:
- Cash retainers reflect responsibilities (Lead Director and Audit Chair); equity grants are modest, standardized, and time-based—no performance gaming risk .
Shareholder signals:
- High say-on-pay support (≈95% at 2024 annual meeting) suggests broad investor approval of compensation governance processes .
RED FLAGS:
- None disclosed specific to Riley (no Section 16(a) delinquency; no pledging/hedging; no related-party transactions impairing independence) .