Doug Schooner
About Doug Schooner
Doug Schooner, age 56, is Chief Manufacturing Officer and Senior Vice President at Motorcar Parts of America (MPAA). He joined MPAA in 1993, became Vice President, Global Manufacturing Operations in January 2001, and has served as Chief Manufacturing Officer since June 2014 (SVP since 2018). He holds a B.S. in Mechanical Engineering from California State University, Long Beach and is responsible for all manufacturing, materials, and logistics operations across MPAA’s facilities . Company performance during FY2025 included net sales up 5.5% to $757.4M, gross profit up 16.1% to $153.8M, and cash from operations of $45.5M; the stock price rose from $4.75 (6/11/2024) to $9.72 (6/9/2025), which management linked to incentive design emphasizing cash generation and profitability . For 2022 PSUs that vested in FY2025, the EBITDA metric fell below threshold (no payout), Net Sales reached 62.3% of target, and Relative TSR was at the 35th percentile (60% of target), yielding 36.7% vesting (Schooner vested 1,738 of 4,737 target PSUs) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| MPAA | Engineer; Production Manager; Assistant VP, Production; VP, Manufacturing | 1993–2001 | Progressive manufacturing leadership building core remanufacturing capabilities |
| MPAA | Vice President, Global Manufacturing Operations | 2001–2014 | Led global manufacturing operations and scaling across regions |
| MPAA | Chief Manufacturing Officer | 2014–Present | Accountable for manufacturing, materials, and logistics across facilities |
| MPAA | Senior Vice President | 2018–Present | Executive oversight of under-the-car product lines operations |
External Roles
No external public company directorships or outside roles disclosed for Schooner in MPAA’s proxy .
Fixed Compensation
| Component | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Base Salary ($) | $423,628 | $424,570 | $445,798 |
| All Other Compensation ($) | $85,513 | $41,613 | $55,613 |
| All Other Compensation – Insurance Premiums ($) | — | — | $42,264 |
| All Other Compensation – 401(k) Employer Contribution ($) | — | — | $13,349 |
Notes:
- FY2025 detailed “All Other Compensation” components: Insurance premiums $42,264 and 401(k) employer contribution $13,349 .
- Target bonus percentage not explicitly disclosed; Schooner’s FY2025 target incentive was $156,029 with an actual payout of $186,143 (see Performance Compensation) .
Performance Compensation
Annual Cash Incentive Design (FY2025)
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout (% of target) |
|---|---|---|---|---|---|---|
| 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 | $45,477,000 | 150% → 75.0% |
| Total | 100% | — | — | — | — | 119.3% aggregate |
Individual Incentive Outcome (FY2025)
| Named Executive | Target Incentive ($) | Actual Incentive ($) |
|---|---|---|
| Doug Schooner | $156,029 | $186,143 |
Equity Awards (FY2025 Grants)
| Award Type | Shares (Target) | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|
| RSUs | 10,843 | $73,841 | Time-based; one-third annually over 3 years |
| PSUs (Relative TSR) | 10,842 | $94,781 | 3-year performance; relative TSR 30th/55th/80th percentile = 50%/100%/150% payout |
Vesting of Prior PSUs (Granted 6/20/2022; Vested 6/20/2025)
| Metric (Weight) | Threshold | Target | Maximum | Actual | Credit |
|---|---|---|---|---|---|
| EBITDA after Adjustments (40%) | $105,211,000 | $109,934,000 | $115,086,000 | Below threshold | 0% |
| Net Sales after Adjustments (30%) | $759,652,000 | $793,682,000 | $826,526,000 | $768,000,000 | 62.3% of target |
| Relative TSR (30%) | 30th/55th/80th percentile | — | — | 35th percentile | 60% of target |
| Schooner PSUs Vested | Target 4,737 | — | — | Vested 1,738 | 36.7% overall |
Equity Ownership & Alignment
Beneficial Ownership (as of 7/16/2025)
| Holder | Shares Beneficially Owned | % of Class |
|---|---|---|
| Doug Schooner | 64,282 | <1% |
- Stock ownership guidelines require 2x base salary for named executive officers; as of 3/31/2025, Schooner held less than 2x his salary (no sales other than tax/exercise-related) .
- Hedging and pledging of Company stock are prohibited by policy; pledging is not permitted .
Breakdown of Unvested and Unearned Equity (as of 3/31/2025)
| Category | Count | Notes |
|---|---|---|
| Unvested RSUs | 1,579 (2022 grant) | Time-based, 3-year vest |
| Unvested RSUs | 6,505 (6/21/2024 grant) | Time-based, 3-year vest |
| Unvested RSUs | 4,338 (11/25/2024 grant) | Time-based, 3-year vest |
| Unearned PSUs | 13,550 (6/19/2023 price-hurdle PSUs) | 30-day average price hurdle; estimating 100% vest |
| Unearned PSUs | 9,758 (6/21/2024 TSR PSUs) | TSR-based; estimating 150% vest |
| Unearned PSUs | 6,506 (11/25/2024 TSR PSUs) | TSR-based; estimating 150% vest |
Stock Options (Exercisable)
| Shares | Exercise Price ($) | Expiration |
|---|---|---|
| 5,600 | 31.13 | 09/03/2025 |
| 9,000 | 28.68 | 06/23/2026 |
| 7,100 | 27.40 | 06/19/2027 |
| 5,000 | 19.00 | 06/17/2028 |
| 6,250 | 19.93 | 07/01/2029 |
| 2,376 | 15.12 | 06/16/2030 |
Insider Transactions (2025)
| Date | Code | Shares | Price | Detail |
|---|---|---|---|---|
| 09/24/2025 | M | 6,775 [SEC Form 4] | $0 | PSUs (granted 6/19/2023) converted to common; vested on 30-day trailing average ≥$15 ending 9/24/2025 |
| 09/24/2025 | M | 2,295 [SEC Form 4] | $0 | PSUs (granted 6/20/2025) converted to common under stock price hurdle condition |
| 09/24/2025 | F | 3,247 [SEC Form 4] | $17.41 | Shares withheld/sold to cover taxes on PSU vesting; post-transaction direct common shares 34,779 |
Note: DEF 14A beneficial ownership (64,282) may include options exercisable within 60 days, while Form 4 reflects direct common stock after tax withholding .
Employment Terms
- Deferred Compensation: Schooner elected not to participate in MPAA’s nonqualified Executive Deferred Compensation Plan (DCP) in FY2025 .
- Confidentiality/Non-Disclosure: All officers execute confidentiality and nondisclosure agreements; inventions and confidential information remain Company property .
- Severance/Change-of-Control: For non-PEO NEOs, equity awards accelerate upon change-in-control with involuntary termination (performance awards vest at target); FY2025 estimated equity value for Schooner: $134,520 (change in control with involuntary termination) and $283,224 (change in control) . Company states “no single-trigger equity acceleration” generally; however, FY2024–FY2025 PSUs vest upon change in control at the greater of target or performance as of the change in control date per award terms .
Compensation Structure Analysis
| Year | Salary ($) | Stock Awards ($) | Non-Equity Incentive ($) | Total ($) |
|---|---|---|---|---|
| FY2023 | $423,628 | $128,594 | — | $637,835 |
| FY2024 | $424,570 | $85,433 | $111,450 | $663,166 |
| FY2025 | $444,982 | $168,622 | $186,143 | $855,460 |
Observations:
- Cash/equity mix shifted toward greater equity value in FY2025 and higher cash incentive driven by strong cash from operations; annual cash incentive for NEOs moved to 100% company metrics in FY2024–FY2025 to enforce One MPA alignment .
- FY2025 equity grants were 50/50 RSUs vs PSUs with rigorous TSR hurdles; FY2022 PSUs under EBITDA/Net Sales/TSR paid only 36.7% reflecting tighter performance conditions .
Governance, Policies, and Shareholder Feedback
- Stock Ownership Guidelines: 2x salary for NEOs; Schooner below threshold as of 3/31/2025 (no discretionary sales) .
- Hedging/Pledging: Prohibited by Insider Trading Compliance Policy .
- Clawback: Dodd-Frank/Nasdaq compliant clawback covering time- and performance-vested equity on restatement triggers (effective 10/2/2023) .
- Peer Group & Targeting: Compensation benchmarked near 50th percentile ±10% vs market peer set; updated FY2026 peer group adopted .
- Say-on-Pay: 90% approval at 9/5/2024 annual meeting .
Risk Indicators & Red Flags
- Insider selling pressure: Recent F-code sale to cover taxes upon PSU vesting suggests mechanical selling around vest dates, not discretionary selling .
- Pledging/Hedging: Policy prohibition reduces alignment risk .
- Clawback: Reduces restatement-related compensation risk .
- No disclosed legal proceedings for Schooner; Section 16 filings satisfied for FY2025 (late filings noted for others, not Schooner) .
Equity Ownership & Alignment – Summary Table
| Item | Detail |
|---|---|
| Beneficial Ownership | 64,282 shares; <1% of outstanding |
| Direct Common Post-PSU Vest | 34,779 shares after 9/24/2025 transactions |
| Unvested RSUs | 1,579 (2022); 6,505 (6/21/2024); 4,338 (11/25/2024) |
| Unearned PSUs | 13,550 (2023 price hurdle); 9,758 (6/21/2024 TSR); 6,506 (11/25/2024 TSR) |
| Options (Exercisable) | 5,600@$31.13 (9/3/2025); 9,000@$28.68 (6/23/2026); 7,100@$27.40 (6/19/2027); 5,000@$19.00 (6/17/2028); 6,250@$19.93 (7/1/2029); 2,376@$15.12 (6/16/2030) |
| Ownership Guidelines | Required 2x salary; below threshold as of 3/31/2025; no discretionary sales noted; pledging prohibited |
Investment Implications
- Pay-for-performance alignment improved: FY2025 cash incentives tied 100% to company metrics (Net Income, Net Sales, Cash from Operations), yielding 119.3% of target and reinforcing cash discipline—key for non-discretionary aftermarket businesses .
- Equity is performance-heavy: 50% PSUs with multi-year TSR hurdles and separate price-hurdle PSUs (2023) that vest on sustained stock price levels, aligning Schooner’s upside with shareholder returns; prior PSUs paid only 36.7%, indicating stricter hurdles .
- Ownership alignment moderate near term: Schooner’s holdings are below 2x salary guideline; mechanical tax-related sales around vest dates may create minor, predictable supply, but hedging/pledging prohibitions and clawback policy mitigate alignment risks .
- Change-of-control terms: Company discloses “no single-trigger acceleration,” but FY2024–FY2025 PSUs vest on change in control at greater of target or performance—watch for equity acceleration sensitivity in strategic scenarios; Schooner’s estimated equity acceleration values are modest relative to peers ($134,520–$283,224) .
- Execution risk: Manufacturing leadership since 2014 ties Schooner’s remit to operational efficiency and supply chain resilience; FY2025 operational metrics and stock performance indicate traction, but prior EBITDA-based PSU shortfall underscores sensitivity to cost and margin execution .