Rajaey Kased
About Rajaey Kased
Rajaey Kased, 45, is President of Stoneridge’s Control Devices Division (appointed January 2023) after serving as VP of Sales, Strategy, and Product Line Management since 2019; prior roles include Head of Business Development, ADAS & Powertrain (Henkel, 2017–2019) and management/engineering posts at Delphi (2005–2017) . Company performance in 2024 was weak: net sales fell 6.9% to $908.3M, operating income swung to a loss of $(0.38)M, and net loss widened to $(16.5)M; the share price declined to $6.27 at year-end from $19.57 in 2023, and pay-versus-performance TSR shows severe underperformance . Kased’s divisional AIP metrics tied to operating income and cash flow were mixed—divisional cash flow exceeded target but divisional and consolidated operating income missed, capping payouts .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Stoneridge, Inc. | President, Control Devices Division | Jan 2023–present | Leads divisional execution against consolidated and divisional operating income and cash flow AIP metrics . |
| Stoneridge, Inc. | VP, Sales, Strategy & Product Line Management (Control Devices) | 2019–Jan 2023 | Directed sales, strategy, and product line management for Control Devices Division . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Henkel | Head of Business Development, ADAS & Powertrain, North America | 2017–2019 | Led ADAS/powertrain business development . |
| Delphi | Management & engineering roles of increasing responsibility | 2005–2017 | Progressive operational/engineering responsibilities across products/programs . |
Fixed Compensation
| Item | FY 2024 |
|---|---|
| Base Salary ($) | $328,600 |
| Target Bonus (% of Base) | 50% |
| Actual AIP Bonus Paid ($) | $32,860 (20% of target) |
| Other Compensation ($) | $220 (group term life insurance) |
Performance Compensation
Annual Incentive Plan (AIP) – FY 2024 Design and Outcomes
| Metric | Weight | Target | Actual | Payout vs Target |
|---|---|---|---|---|
| Consolidated Operating Income | 45% | $35.7M | $3.8M | 0% |
| Consolidated Cash Flow | 30% | $18.4M | $28.6M | 50% (capped due to OI miss) |
| Divisional Operating Income (Control Devices) | 15% | $16.0M | $6.9M | 0% |
| Divisional Cash Flow (Control Devices) | 10% | $6.2M | $22.6M | 50% |
| Weighted Achievement | — | — | — | 20% overall |
Long-Term Incentive Plan (LTIP) – 2024 Grant Structure
- Mix: 55% Performance Shares (TSR 25%, EPS 20%, ROIC 10%) + 45% time-based RSUs, three-year cliff vesting; grants made March 11, 2024; performance period 1/1/2024–12/31/2026; vest on March 1, 2027 .
- TSR payout curve: 0% below 30th percentile vs Comparator Group; 50–200% between 30th–100th percentile .
- EPS and ROIC thresholds/max: payout 0–200% based on 70–130% of budget each year; 2024 EPS was ($0.47) vs $0.30 budget; ROIC was 0.2% vs 5.4% budget .
| Instrument | Grant Date | Shares (Threshold/Target/Max) | Vest Date | Notes |
|---|---|---|---|---|
| Performance Shares (TSR/EPS/ROIC) | 3/11/2024 | 3,261 / 6,523 / 13,046 | 3/1/2027 | EPS/TSR currently forecast below threshold; ROIC between threshold and target . |
| RSUs (time-based) | 3/11/2024 | 5,338 | 3/1/2027 | Three-year cliff vest . |
Prior Grants and Earnouts
| Grant | Metric | Performance Period | Result | Payout % |
|---|---|---|---|---|
| 2022 LTIP | RSUs | 2022–2024 | Time-based | 100% (vested 3/3/2025) . |
| 2022 LTIP | TSR | 2022–2024 | 5th percentile | 0% (no earnout) . |
| 2022 LTIP | EPS | 2022–2024 | (396%) of target | 0% . |
| 2022 LTIP | ROIC | 2022–2024 | 40% of target | 0% . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of 3/18/2025) | 8,610 shares; <1% of outstanding . |
| Insider Trading/Hedging/Pledging | Company prohibits hedging and pledging by directors/officers/key employees . |
| Stock Ownership Guidelines | 3x base salary requirement for non-CEO executives; five-year accumulation; sale restrictions until compliance . |
| Shares Vested in 2024 | 2,640 RSUs; value realized $44,912 . |
Vesting Schedules and Potential Selling Pressure
| Award Type | Unvested Shares | Market Value at $6.29/share | Vest Date |
|---|---|---|---|
| RSUs (granted 2023) | 4,001 | $25,166 | 3/2/2026 . |
| RSUs (granted 2024) | 5,338 | $33,576 | 3/1/2027 . |
| Phantom Share Units | 14,551 | $91,526 | 6/20/2025 . |
| Performance Shares (2023 cycle) | 2,444 | $15,373 | 3/2/2026 (forecast below threshold) . |
| Performance Shares (2024 cycle) | 3,854 | $24,242 | 3/1/2027 (TSR/EPS below threshold; ROIC between threshold and target) . |
Note: Performance share payout contingent on future results; current forecasts indicate limited earnouts for TSR/EPS and modest potential for ROIC .
Employment Terms
- Severance (without cause): One year salary continuation and health/welfare benefits under Officers’ and Key Employees’ Severance Plan (covers Kased) .
- Change-in-Control (double trigger): 2× base salary, 2× target annual incentive (or prior-year actual, greater of), pro-rata AIP for year of termination, plus 24 months life/health benefits; no excise tax gross-up; subject to non-compete, non-solicit, non-disparagement .
- CIC Agreement: Amended and restated with Kased on August 12, 2025 (superseding Feb 1, 2023) .
Illustrative Economics (Hypothetical Termination on 12/31/2024)
| Scenario | Total ($) | Key Components |
|---|---|---|
| Termination without cause | $553,858 | Salary $328,600; prorated AIP $32,860; RSUs $141,361; PSUs $55,573; benefits $28,324 . |
| CIC + good reason/without cause | $1,154,021 | 2× salary $657,200; 2× target AIP $328,600; prorated AIP $32,860; RSUs $176,789; PSUs $93,059; benefits $56,647; 280G reduction $(191,134) . |
- Transaction Bonus Letter: Eligible for $84,204 bonus payable upon closing of sale of all/substantially all assets of Control Devices Division, subject to continued employment/performance through payment date (pro-rata if terminated without cause) .
Compensation Structure vs Performance Metrics
- 2024 AIP heavy weighting to operating income (consolidated/divisional) and cash flow; below-threshold operating income capped cash flow payouts, aligning cash bonuses to weak profitability .
- LTIP emphasizes performance risk (55% PSUs) tied to TSR/EPS/ROIC and retention (45% RSUs, 3-year cliff); recent cycles delivered 0% on PSUs due to underperformance, evidencing strong pay-for-performance linkage .
- Comparator Group for benchmarking includes auto parts/electronics peers; TSR peer set aligns external performance measurement .
Governance, Policies, and Shareholder Signals
- Anti-hedging/anti-pledging and NYSE-compliant recovery (clawback) policy in place; no clawback triggers reported since adoption .
- Related party transactions: none reportable in 2024 .
- Say-on-Pay support: 99% approval at 2024 Annual Meeting, indicating strong shareholder backing of pay program design .
Investment Implications
- Pay-for-performance alignment is credible: cash bonus sharply reduced (20% of target) and PSUs historically unearned amid weak EPS/ROIC/TSR; this curbs near-term insider selling from performance equity while RSU cliffs in 2025–2027 represent identifiable supply events ($91.5k phantom units in 2025; $25.2k RSUs in 2026; $33.6k RSUs in 2027 at $6.29/share) .
- Retention risk mitigants: double-trigger CIC protection and a specific $84,204 transaction bonus tied to a Control Devices asset sale suggest efforts to retain/extract continuity through strategic transactions; however, if a CIC occurs with a qualifying termination, accelerated vesting and cash severance could increase near-term selling pressure post-event .
- Alignment and discipline: anti-hedging/pledging and ownership guidelines (3× salary, restricted sales until compliant) reduce misalignment risk, but compliance status for Kased isn’t disclosed; beneficial ownership remains small (8,610 shares, <1%) .
- Execution risk: divisional operating income significantly below target while divisional cash flow exceeded target, pointing to operational profitability challenges despite working capital/cash improvements—investors should monitor Control Devices margin trajectory given AIP’s heavy OI weighting .
- Shareholder signals: high Say-on-Pay support and peer-aligned LTIP metrics reduce governance risk; nevertheless, company-level 2024 performance (net sales decline, operating loss, net loss, share price drop) increases the probability of continued PSU under-earnings unless turnaround materializes .