James Zizelman
About James Zizelman
James Zizelman (age 64) is President & CEO of Stoneridge, Inc., serving as CEO since January 31, 2023 and as a director since 2023 . He previously led Stoneridge’s Control Devices Division (Apr 2020–Jan 2023), and held senior engineering leadership roles at Aptiv (VP Engineering & Program Management, 2017–2019) and Delphi (VP Engineering, 2016–2017; >20 years at Delphi overall) . Under his tenure, Stoneridge emphasized execution of major launches (MirrorEye and next-gen tachograph) and operational improvements amid a challenging macro backdrop . Company performance declined in 2024 vs. 2023: net sales fell to $908.3M (from $975.8M), operating income swung to a $(0.4)M loss (from $12.8M), and diluted EPS to $(0.60) (from $(0.19)); the year-end share price was $6.27 (vs. $19.57) . AIP payout to the CEO in 2024 was 15% of target, reflecting below-threshold operating income performance and threshold-level cash flow .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Stoneridge, Inc. | President & CEO | Jan 2023–present | Leads strategy and execution; focus on program launches (MirrorEye, tachograph) and structural cost/operational improvement . |
| Stoneridge, Inc. | President, Control Devices Division | Apr 2020–Jan 2023 | Business leadership across engineering/ops; division performance management . |
| Aptiv | VP Engineering & Program Mgmt | Dec 2017–Mar 2019 | Program management and engineering leadership in automotive systems . |
| Delphi | VP Engineering (last role; >20 years total) | 2016–2017 (VP; >20 years overall) | Broad engineering/operations leadership; development and introduction of multiple industry-first products . |
External Roles
- No other public company directorships disclosed in the proxy biography .
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (% of Salary) | Target Bonus ($) | Actual Bonus Paid ($) | Notes |
|---|---|---|---|---|---|
| 2024 | 680,000 | 100% | 680,000 | 102,000 | Company AIP achievement 15% of target for CEO . |
| 2023 | 585,533 | 97% | 580,000 | 398,179 | Two six-month AIP periods; Period 1 above target; Period 2 below threshold consolidated OI . |
Performance Compensation
Annual Incentive Plan (AIP) – 2024 Design and Outcome (CEO)
| Metric | Weight | Target | Actual | Payout on Metric | Comments |
|---|---|---|---|---|---|
| Consolidated Operating Income | 70% | $35.7M | $3.8M | 0% | Below threshold; caps cash flow payout at threshold . |
| Consolidated Cash Flow | 30% | $18.4M | $28.6M | 50% | Threshold payout due to OI gate . |
| Weighted Result | — | — | — | 15% | CEO bonus paid $102,000 vs. $680,000 target . |
Long-Term Incentive (LTI) Structure and Awards
- LTI mix: 55% Performance Share Units (PSUs), 45% time-based RSUs; RSUs cliff-vest after three years. PSU metrics/weights: Relative TSR 25%, EPS vs budget 20%, ROIC vs budget 10% (three-year performance period) .
- 2024 CEO LTI grant value: $1,414,994 (granted March 11, 2024) .
| 2024 Equity Awards (Grant 3/11/2024) | Threshold (#) | Target (#) | Maximum (#) | Vest Date |
|---|---|---|---|---|
| PSUs (TSR/EPS/ROIC aggregate) | 22,501 | 45,004 | 90,008 | 3/1/2027 |
| RSUs | — | 36,823 | — | 3/1/2027 |
Performance calibration details and status:
- EPS tranche (2024 budget $0.30 vs 2024 actual $(0.47)); 2025 EPS budget $0.01; 2026 TBD .
- ROIC tranche (2024 target 5.4% vs 2024 actual 0.2%); 2025 ROIC target 3.6%; 2026 TBD .
- For outstanding PSU cycles: 2027 vesting cycle “currently forecasted” below threshold for TSR and EPS; ROIC between threshold and target .
- 2022 PSU cycle paid 0% on TSR/EPS/ROIC; RSUs vested 100% (vested 3/3/2025) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 26,195 shares (6,500 in trust; 19,695 directly) as of March 18, 2025; <1% of outstanding . |
| Ownership Guidelines | CEO 5x base salary; five-year accumulation period; restricted from selling shares earned under equity plans until in compliance . |
| Anti-Hedging / Anti-Pledging | Hedging and pledging of Company stock prohibited for directors and officers . |
| Shares Vested – 2024 | 6,258 time-based RSUs vested; value realized $106,257 . |
| Upcoming Vesting – RSUs | 19,363 RSUs vest 3/2/2026; 36,823 RSUs vest 3/1/2027 . |
| Upcoming Vesting – PSUs | 11,831 PSUs scheduled 3/2/2026; 26,592 PSUs scheduled 3/1/2027; performance tracking commentary per plan footnotes . |
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment Agreement | Initial term ended Dec 31, 2023; auto-renews annually unless 90-day notice; provides base salary (set at $600,000 in 2023; $680,000 in 2024), AIP target 100% of salary, monthly car allowance, benefits, and equity grants equal to 125% of base salary value under LTIP . |
| Severance (without cause / good reason) | 1x base salary + 1x target AIP; 12 months health and welfare benefits; pro rata AIP if termination occurs in last six months of fiscal year . |
| Change-in-Control (CIC) | Double-trigger; two times salary and two times target AIP (or prior year actual, greater of), pro rata AIP for year of termination, and 24 months health/life benefits; 280G cutback applies; terms for Zizelman align with NEO CIC framework . |
| Potential Payouts (as of 12/31/2024) | Without Cause: $1,964,796; CIC (double-trigger): $3,257,125 (includes a $(544,637) 280G reduction); Disability: $1,208,587; Death/Retirement: $1,038,587 . |
| Clawback (Recovery Policy) | NYSE-compliant recovery policy adopted Sept 13, 2023; applies to incentive comp for 3 completed fiscal years preceding a restatement; no triggers disclosed . |
| Non-Compete/Non-Solicit | CIC benefits conditioned on non-compete, non-solicitation, and non-disparagement . |
Board Governance
- Director since 2023; not independent (employee director) .
- Committee roles: none; all committees comprised of independent directors .
- Board leadership structure separates Chair and CEO; independent Chairman/Lead Independent Director (William M. Lasky) .
- Board met 10 times in 2024; all directors attended ≥75% of Board and committee meetings; independent directors meet in executive session .
- Anti-hedging/pledging policies in place; strong governance practices and ownership requirements .
Say‑on‑Pay, Peer Group, and Committee Process
- Say‑on‑Pay support: 99% at 2024 Annual Meeting (for 2023 pay); Committee views this as affirmation of approach . In the prior year, support was 96% (for 2022 pay) .
- Comparator group targets pay around the 50th percentile; 2024 consultants included Meridian and TRS (no conflicts) .
- LTI emphasizes PSUs (TSR, EPS, ROIC) and RSUs, with caps and risk controls; annual compensation risk assessment indicates programs are not reasonably likely to have a material adverse effect .
Performance & Track Record Indicators
| Measure | 2024 | 2023 |
|---|---|---|
| Net Sales ($000s) | 908,295 | 975,818 |
| Operating Income ($000s) | (381) | 12,836 |
| Net Income ($000s) | (16,524) | (5,183) |
| Diluted EPS ($) | (0.60) | (0.19) |
| Share Price at Dec 31 ($) | 6.27 | 19.57 |
- Pay-for-performance alignment: 2024 AIP paid at 15% of target for CEO; 2022 PSU cycle paid 0% on all performance metrics; time-based RSUs vested as scheduled .
- Strategic execution: launch of European OEM MirrorEye and next-gen tachograph cited as 2024 drivers amid volume headwinds; material and operational improvements partially mitigated margin pressure .
Related Party Transactions and Red Flags
- Related party transactions: none reportable in 2024 .
- CIC agreements have no excise tax gross-ups; recovery policy implemented; anti-hedging/pledging enforced .
- No option repricing disclosed; discretionary bonuses: none paid in 2024 .
Compensation Structure Analysis (alignment, risk, and supply overhang)
- Mix and leverage: Majority of CEO target comp at-risk via AIP and PSUs/RSUs; LTI emphasizes performance (TSR/EPS/ROIC) with a 3-year horizon; base salary targeted at ~50th percentile .
- 2024 down-year alignment: Below-threshold OI zeroed out AIP on the largest-weighted metric and capped cash flow at threshold; outcome was 15% of target .
- Equity supply/overhang: Significant time-based RSU cliffs in 2026 and 2027 (19,363; 36,823) and PSUs scheduled for 2026 and 2027 (11,831; 26,592), creating potential selling pressure upon vest, though anti-hedging/pledging and ownership requirements may moderate behavior .
- Ownership alignment: CEO owns 26,195 shares (<1%); CEO guideline = 5x base salary; restricted from selling equity plan shares until guideline met .
Investment Implications
- Pay and performance are tightly coupled: 2024 AIP paid at 15% of target and PSUs from the 2022 cycle paid 0%, consistent with weak 2024 profitability and stock performance; this reduces near-term dilution and signals discipline but may elevate retention risk if equity remains out of the money .
- Near-term vesting calendar: Large 2026–2027 RSU cliffs could create episodic selling pressure absent pre-planned 10b5‑1 activity; monitor Form 4 filings around vest dates and the effect on float and liquidity .
- Governance mitigants: Separation of Chair/CEO, independent committees, anti-hedging/pledging, ownership guidelines, and a robust recovery policy support shareholder alignment and reduce governance risk; Say‑on‑Pay support at 99% underscores investor acceptance of the program .
- Execution focus and cyclicality: Management’s emphasis on launches (MirrorEye, tachograph) and cost control is clear, but end-market softness impacted 2024 results; prospective PSU outcomes indicate challenging hurdles (EPS/TSR below threshold; ROIC between threshold and target), suggesting muted realized equity until operations improve .