Susan Benedict
About Susan Benedict
Susan C. Benedict is Stoneridge’s Chief Human Resources Officer & Assistant General Counsel, a named executive officer in 2022–2024, and the management lead regularly briefing the Board on human capital and ESG initiatives . She beneficially owns 13,072 common shares (<1% of outstanding), aligning with the company’s executive stock ownership guidelines (3× salary, five-year accumulation, sales restricted until guideline met) . Company performance during her recent tenure included a 6.9% revenue decline and an operating loss in 2024, with net loss widening; pay outcomes reflected this through below-target incentive payouts and zero vesting of 2022 performance shares .
Company performance (context)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Net sales ($000) | $975,818 | $908,295 |
| Operating income (loss) ($000) | $12,836 | $(381) |
| Net income (loss) ($000) | $(5,183) | $(16,524) |
| Share price at Dec 31 ($) | $19.57 | $6.27 |
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base salary ($) | $315,000 | $337,050 | $387,608 |
| Target bonus (% of salary) | — | — | 60% |
| Achieved bonus ($) | — | $149,650 | $34,885 |
| All other compensation ($) | $11,401 | $14,232 | $12,660 |
| Total reported compensation ($) | $630,525 | $1,305,756 | $838,414 |
| All other comp detail (401k match; life insurance) | — | — | $11,628; $1,032 |
Performance Compensation
Annual Incentive Plan (AIP) – 2024 structure and outcome
| Item | Detail |
|---|---|
| Metrics & weights | Consolidated Operating Income (70%); Consolidated Cash Flow (30%) |
| Threshold/Max | Threshold 80% of target; Max 130% of target; payout 50% at threshold, 200% at max; cash flow capped unless operating income ≥ threshold |
| Executive target | 60% of base salary; Target $232,565 |
| Achieved bonus | $34,885 (15% of target) |
| Consolidated metric targets vs results | Operating Income: $35.7M target vs $3.8M achieved (0% payout); Cash Flow: $18.4M target vs $28.6M achieved (50% payout) |
| Metric | Weight | Target | Actual | Payout (% of element) |
|---|---|---|---|---|
| Operating Income | 70% | $35.7M | $3.8M | 0% |
| Cash Flow | 30% | $18.4M | $28.6M | 50% |
| Weighted AIP achievement | — | — | — | 15% |
Long-Term Incentive Plan (LTIP) – 2024 grant design and targets
| Component | Weight | Target specifics | Result status |
|---|---|---|---|
| Time-based RSUs | 45% of LTI target value; 100% cliff vest after 3-year period (3/1/2027 for 2024 grant) | RSUs vest 3/1/2027 | N/A (time-based) |
| Performance Shares – TSR | 25% of LTI; 3-year relative TSR vs peer group; 0% below 30th percentile; 50–200% payout scaling above 30th percentile | 2024–2026 performance period, vest 3/1/2027 | Forecast below threshold for TSR for 2026 and 2027 awards |
| Performance Shares – EPS | 20% of LTI; 3-year average actual EPS vs budget; 70–130% target scale; 0–200% payout | 2024 budget $0.30 vs actual $(0.47) | Forecast below threshold for 2026 and 2027 awards |
| Performance Shares – ROIC | 10% of LTI; 3-year average actual ROIC vs budget; 70–130% target scale; 0–200% payout | 2024 budget 5.4% vs actual 0.2% | Forecast between threshold and target for 2027 award |
| 2024 LTI targeted value | $403,261 | — | — |
Grants of Plan-Based Awards (2024)
| Grant element | Threshold | Target | Maximum | Other stock awards | Grant date FV ($) |
|---|---|---|---|---|---|
| AIP ($) | $116,282 | $232,565 | $465,130 | — | — |
| Performance Shares (shares) | 6,413 | 12,826 | 25,652 | RSUs: 10,494 | $403,261 |
Prior-cycle outcomes
| Award (3/14/2022 grant) | Vest date | Allocation | Performance result | Payout |
|---|---|---|---|---|
| Time-based RSU | 3/3/2025 | 45% | n/a | 100% |
| Perf Shares – TSR | 3/3/2025 | 25% | 5th percentile vs peer group | 0% |
| Perf Shares – EPS | 3/3/2025 | 20% | (396%) of target | 0% |
| Perf Shares – ROIC | 3/3/2025 | 10% | 40% of target | 0% |
| Shares vested in 2024 (RSUs) | — | — | 3,865 shares; $65,935 value | — |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 13,072 shares; <1% of class |
| Shares outstanding (record date) | 27,845,336 (Mar 21, 2025) |
| Ownership % of outstanding | ~0.047% (13,072 ÷ 27,845,336) |
| Stock ownership guideline | 3× base salary for executive officers; 5-year accumulation; restricted sales until met |
| Anti-hedging / anti-pledging | Hedging and pledging prohibited for officers subject to pre-clearance |
| Deferred compensation | Plan exists; no NEO deferrals as of 12/31/2024 |
Outstanding and recently vested equity (as of 12/31/2024)
| Type | Shares (#) | Vest date | Market value at 12/31/2024 ($6.29/sh) |
|---|---|---|---|
| Time-based RSUs (unvested) | 6,551 | Vested 3/3/2025 | $41,206 |
| Time-based RSUs (unvested) | 7,396 | 3/2/2026 | $46,521 |
| Time-based RSUs (unvested) | 10,494 | 3/1/2027 | $66,007 |
| Phantom share units (time-based) | 29,103 | 6/20/2025 | $183,058 |
| Performance shares (unearned) | — | Vested 3/3/2025; 0 shares earned | — |
| Performance shares (unearned) | 4,518 | 3/2/2026 | $28,418 |
| Performance shares (unearned) | 7,579 | 3/1/2027 | $47,672 |
2026 performance shares currently forecasted below threshold across TSR/EPS/ROIC; 2027 forecast below threshold for TSR/EPS and between threshold–target for ROIC .
Employment Terms
| Provision | Details |
|---|---|
| Severance (without cause) | Covered by Officers’ and Key Employees’ Severance Plan: 12 months’ salary plus continued health and welfare benefits for 12 months |
| Change in Control (CIC) | Double-trigger: upon CIC plus termination without cause or resignation for good reason within 2 years, payout equals 2× the greater of base salary at CIC/termination and 2× the greater of target annual incentive or prior-year actual, plus pro rata AIP and 24 months of benefits; no excise tax gross-up; subject to non-compete, non-solicit, non-disparagement |
| Equity under CIC | RSUs and performance shares remain subject to original terms unless a triggering event occurs within 2 years post-CIC, in which case restrictions lapse per LTIP |
| Governing policies | Recovery (clawback) policy compliant with SEC/NYSE; applies to current/former executives for three prior fiscal years; not triggered since adoption |
| Contract term | No individual employment agreement for Ms. Benedict; severance via plan |
Hypothetical payments (Susan C. Benedict; event date assumed 12/31/2024)
| Scenario | Base salary ($) | Annual incentive ($) | Prorated AIP ($) | Unvested RSUs/Share units ($) | Unvested perf shares ($) | Benefits ($) | 280G reduction/excise ($) | Total ($) |
|---|---|---|---|---|---|---|---|---|
| Termination without cause | $387,608 | — | — | $267,885 | $114,781 | $1,032 | — | $771,306 |
| CIC + good reason/without cause | $775,216 | $465,130 | $34,885 | $335,721 | $187,285 | $2,064 | $(223,302) | $1,576,999 |
| Disability | — | — | $34,885 | $335,721 | $187,285 | — | — | $557,891 |
| Death | — | — | $34,885 | $335,721 | $187,285 | — | — | $557,891 |
| Retirement | — | — | — | — | — | — | — | — |
Compensation Structure Notes
- Compensation mix is pay-for-performance, with significant at-risk components; LTI targets around 50th percentile of comparator group; 2024 LTI mix weighted to performance shares (55%) and RSUs (45%) .
- Comparator group includes a broad set of auto parts/electronics peers; shareholder Say‑on‑Pay support was ~99% in 2024, indicating strong investor approval .
Investment Implications
- Incentive alignment: AIP tied to operating income and cash flow capped payouts when profitability was below threshold, yielding 15% of target for Ms. Benedict despite cash flow outperformance; this reflects disciplined pay-for-performance and limits windfalls in weak operating years .
- Forward vesting/supply: Significant time-based units will vest on 6/20/2025 (29,103 phantom units), 3/2/2026 (7,396 RSUs), and 3/1/2027 (10,494 RSUs), while 2026–2027 performance shares are forecast below threshold for TSR/EPS and only between threshold–target for ROIC—implying limited incremental performance share issuance and potential selling pressure around scheduled RSU/phantom vest dates .
- Risk controls: Anti-hedging/pledging policies and an NYSE-compliant recovery policy reduce misalignment risks and forced sales, while double-trigger CIC terms avoid single-trigger accelerations and excise tax gross-ups, balancing retention with shareholder-friendly safeguards .
- Context: 2024 saw a 6.9% sales decline and operating loss with share price compression to $6.27 at year-end, and 2022 cycle performance shares paid 0%; expect limited LTI realizations absent operating turnaround or TSR outperformance, which may moderate insider selling pressure beyond scheduled RSU/phantom vesting .