David Lee - Chief Financial Officer | MOTORCAR PARTS OF AMERICA (MPAA) Executive Profile & Compensation

About David Lee

David Lee (age 54) is Chief Financial Officer of Motorcar Parts of America (MPAA), serving since February 2008; prior roles include VP Finance & Strategic Planning (2006–2008) and Director of Finance & Strategic Planning (2005–2006). He is a Certified Public Accountant with a BA in Economics (UC San Diego) and an MBA from UCLA Anderson; earlier career included corporate controller roles and audit at Deloitte LLP . MPAA’s FY2025 compensation framework for executives emphasized Net Income, Net Sales, and Cash from Operating Activities with actual results of $16.556M Net Income (87.7% of target), $757.354M Net Sales (89.5%), and $45.477M Operating Cash Flow (150%), producing a 119.3% company performance score for annual incentives; the stock rose from $4.75 (6/11/2024) to $9.72 (6/9/2025) during the year, and long-term equity is tied to relative TSR percentiles; the pay-versus-performance TSR index shows $75 for an initial $100 investment in 2025 .

Past Roles

Organization	Role	Years	Strategic Impact
MPAA	Chief Financial Officer	Feb 2008–present	Leads treasury, budgeting, and financial management
MPAA	VP, Finance & Strategic Planning	Jan 2006–Feb 2008	Financial management and corporate strategic planning
MPAA	Director, Finance & Strategic Planning	Feb 2005–Jan 2006	Finance and strategic planning initiatives
Palace Entertainment, Inc.	Corporate Controller	Aug 2002–2005	Corporate controllership for amusement/water park operator
Deloitte LLP	Audit Department	Early career	Audit experience; foundation for CPA credentials

External Roles

Organization	Role	Years	Notes
Not disclosed	—	—	No public company board roles disclosed in proxy

Fixed Compensation

Component ($)	FY2023	FY2024	FY2025
Salary	361,746	361,746	379,138
Holiday Bonus	100	100	100
All Other Compensation	83,874	41,323	51,601
Total Fixed Cash	445,720	403,169	430,839

Base salary schedule:

Item	FY2024	FY2025	Change
Base Salary (policy table)	361,746	379,833	18,087

Performance Compensation

Annual Cash Incentive (FY2025)

Metric	Weight	Threshold	Target	Maximum	Actual	% of Target Reached	Bonus Credit
Net Income after Adjustments	25%	$14,611,500	$17,190,000	$19,768,500	$16,556,000	87.7%	21.9%
Net Sales	25%	$743,563,000	$761,022,000	$778,480,000	$757,354,000	89.5%	22.4%
Cash from Operating Activities	50%	$20,391,200	$25,489,000	$30,586,800	$45,477,000	150.0%	75.0%

Cash incentive opportunity and payout (FY2025):

Item	Amount
Target incentive	$208,908
Actual payout	$249,228

Equity Compensation Structure and Grants (FY2025)

Mix: 50/50 RSUs (time-based, vest one-third annually) and PSUs (relative TSR over 3-year performance period) .

Grant Date	Type	Threshold Shares	Target Shares	Maximum Shares	RSUs Granted	Grant Date Fair Value
06/21/2024	PSUs (relative TSR)	8,365	16,729	25,094	16,729	$144,706 (PSUs) , $111,917 (RSUs)
11/25/2024	PSUs (relative TSR)	5,576	11,152	16,728	11,152	$99,030 (PSUs) , $77,952 (RSUs)
FY2025 total	RSU fair value	—	—	—	—	$189,869 (RSUs)
FY2025 total	PSU fair value	—	—	—	—	$243,736 (PSUs)
FY2025 total	Stock awards	—	—	—	—	$433,605

Vesting outcomes (legacy PSU grant):

Grant	Performance Measures	Target	Vested	Notes
PSUs granted 06/20/2022	EBITDA (40%), Net Sales (30%), Relative TSR (30%)	12,476	4,578	Company performance achieved 36.7% of target; vested on 06/20/2025

Pay-versus-performance TSR index:

Year	MPAA TSR Value of $100 Investment
2025	$75

Equity Ownership & Alignment

Beneficial Ownership (as of 07/16/2025)

Holder	Shares	% of Class
David Lee	122,921	<1% (“*”)

Outstanding Equity Awards (as of 03/31/2025)

Category	Quantity	Market/Payout Value ($)	Vesting/Terms
Unvested RSUs (legacy 06/20/2022)	4,159	$39,511	Time-based; 3-year vest
Unvested RSUs (06/21/2024)	16,729	$158,926	Time-based; 3-year vest
Unvested RSUs (11/25/2024)	11,152	$105,944	Time-based; 3-year vest
Unearned PSUs (06/20/2022; vested at 36.7%)	4,578	$43,491	Vested 06/20/2025 based on performance
Unearned PSUs (06/19/2023; price-hurdle)	34,843	$331,009	Est. vesting at 100% per company estimate
Unearned PSUs (06/21/2024)	25,094	$238,388	Relative TSR, 3-year
Unearned PSUs (11/25/2024)	16,728	$158,916	Relative TSR, 3-year

Options (selected positions):

Exercisable	Unexercisable	Strike ($)	Expiration
6,967	13,933	9.32	09/20/2033
6,500	—	31.13	09/03/2025
10,800	—	28.68	06/23/2026
9,200	—	27.40	06/19/2027
14,000	—	19.00	06/17/2028
14,875	—	19.93	07/01/2029
5,656	—	15.12	06/16/2030

Stock ownership guidelines and compliance:

Guideline: 2x base salary for non-CEO NEOs within ~5 years of role attainment; unvested time-based RSUs count; vested unexercised options do not count .
Status: Mr. Lee previously exceeded 2x but fell below as of 03/31/2025 due to share withholding to cover taxes on RSU/PSU grants; he has not sold shares other than for tax/exercise obligations .
Pledging/Hedging: No pledging disclosures identified in proxy; clawback policy adopted per SEC/Nasdaq rules effective 10/2/2023, covering cash and equity incentives tied to financial measures .

Insider selling pressure indicators:

Section 16(a) compliance: All executive officers met filing requirements for FY2025; late filings noted for other individuals, not for David Lee .
Company notes Mr. Lee has not sold shares other than tax/exercise-related transactions .

Employment Terms

Scenario	Estimated Value to David Lee
Change in Control with Involuntary Termination (equity)	$480,235
Change in Control (equity)	$728,313

Notes:

CEO severance multiples are disclosed; comparable salary/bonus severance terms for CFO are not detailed in the proxy; tabulated amounts for David Lee pertain to equity acceleration under specified scenarios .

Performance & Track Record Indicators

Item	FY2024 → FY2025
Stock price around earnings releases	$4.75 (06/11/2024) → $9.72 (06/09/2025)
Company performance score (annual incentive)	75.0% (FY2024) → 119.3% (FY2025)
Cash from Operating Activities vs target (FY2025)	Actual $45.477M vs Target $25.489M (150%)
Pay-Versus-Performance TSR index (FY2025)	$75 value of $100 investment

Compensation Structure Trends (David Lee)

Component ($)	FY2023	FY2024	FY2025	Observation
Salary	361,746	361,746	379,138	Modest merit/duty increase; base policy set to 379,833
Stock Awards	338,649	219,687	433,605	Shift toward RSUs/PSUs; 50/50 mix established
Options Awards	—	78,375	—	Options de-emphasized vs RSUs/PSUs
Non-Equity Incentive	—	149,220	249,228	Increase tied to company metrics outperformance
Total Compensation	784,369	850,451	1,113,672	Higher at-risk equity and bonus components

Additional Policies and Plans

Clawback policy: Recovery of erroneously paid incentive compensation for Section 16 officers after restatements; applies to cash and equity awards tied to financial reporting measures .
Deferred compensation: David Lee elected not to participate in MPAA’s nonqualified Deferred Compensation Plan for FY2025 .

Investment Implications

Pay-for-performance alignment: Annual incentive metrics centered on Net Income, Net Sales, and Operating Cash Flow yielded a 119.3% score in FY2025; equity awards are wholly at-risk via relative TSR over three years, supporting shareholder alignment .
Ownership/retention: Meaningful outstanding RSUs/PSUs and long-dated options suggest continued vesting runway; stock ownership guideline shortfall is driven by tax withholding rather than discretionary selling, reducing near-term selling pressure risk .
Change-of-control economics: CFO’s tabulated benefits focus on equity acceleration without disclosed salary/bonus multiples, implying moderate CIC protection relative to CEO; this limits windfall risk while maintaining retention via equity .
Execution risk and signals: Strong FY2025 operating cash flow outperformance vs target and improved share price around earnings suggest positive operating execution; however, pay-versus-performance TSR index at $75 indicates longer-term TSR headwinds that make PSU vesting sensitive to peer-relative outcomes .