Business Context and Reporting Period
Company: Stoneridge, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: August 13, 2025
Subject: Execution of a Change in Control Agreement and Transaction Bonus Letter Agreement with Rajaey Kased, President of the Control Devices Division.
Key Financial Metrics
This filing does not report revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on executive compensation arrangements.
Material Changes and Agreements
- Change in Control (CIC) Agreement: Amends and restates a prior agreement dated February 1, 2023, with Rajaey Kased. It is a "double trigger" agreement requiring both a change in control (including the sale of the Control Devices Division prior to December 31, 2025) and a triggering event (separation without cause or for good reason within two years).
- Severance Benefits: Upon qualifying triggers, Mr. Kased is entitled to:
- Two times the greater of his annual base salary at the time of the triggering event or change in control.
- Two times the greater of his target annual incentive award or actual prior year award.
- Pro rata annual incentive compensation based on achieved performance goals.
- Continued life and health insurance benefits for 24 months.
- Transaction Bonus: A fixed bonus of $84,204 is payable upon the sale of all or substantially all assets of the Control Devices Division, conditioned on continued employment through the sale and execution of a release.
- Tax Treatment: No excise tax gross-up payment is provided under the CIC Agreement.
Guidance, Outlook, and Risks
The filing implies a potential strategic transaction involving the sale of the Control Devices Division, with a specific deadline of December 31, 2025, referenced in the change in control definition. No formal financial guidance or general outlook is provided in this document. The primary risk disclosed relates to the potential liability for executive severance and bonuses contingent upon a change in control or division sale.
Investor Verification Checklist
- Verify the current status of any ongoing negotiations regarding the sale of the Control Devices Division.
- Confirm the specific base salary and target incentive figures for Rajaey Kased to calculate potential severance exposure.
- Review the definition of "good reason" and "cause" within the full text of the CIC Agreement to understand termination triggers.
- Monitor for future filings regarding the actual execution of a sale transaction before the December 31, 2025 deadline.