Business Context and Reporting Period
This Form 8-K Current Report was filed by Dorman Products, Inc. on January 19, 2026. The filing discloses significant changes to the Company's executive leadership, specifically the appointment of a new Chief Financial Officer (CFO) and the transition of the outgoing CFO to an advisory role.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on executive compensation and personnel changes.
Material Changes
- Appointment of New CFO: Charles W. Rayfield was appointed as Senior Vice President, Chief Financial Officer Designate, and Treasurer effective January 19, 2026. He will assume the full CFO role on the first business day following the filing of the Company's 2025 Form 10-K.
- Transition of Outgoing CFO: David M. Hession will serve as CFO until the transition date, after which he will become an Advisor to the President and CEO until March 5, 2027, before retiring.
- Role Expansion: Jeffrey L. Darby, previously Senior Vice President of Sales & Marketing, has been renamed Senior Vice President, Enterprise Sales, expanding his scope from the Light Duty segment to enterprise-wide strategic sales.
Compensation and Management Commentary
Charles W. Rayfield (New CFO)
- Base Salary: $525,000 annualized.
- Performance Bonus: Target of 75% of base salary.
- Sign-on Bonus: $350,000 cash, payable in March 2026, subject to a 24-month clawback provision.
- Equity: Target equity award opportunity of $500,000, with a specific target of $600,000 for the March 2026 grant cycle.
- Restrictions: Subject to a 12-month non-competition and non-solicitation covenant post-employment.
David M. Hession (Outgoing CFO)
- Advisory Salary: Adjusted to $50,000 annualized effective the transition date.
- Bonus Eligibility: No longer eligible for the annual cash bonus program generally, but retains eligibility for fiscal 2025 and prorated fiscal 2026 awards based on days worked in the CFO role.
- Equity: Outstanding equity awards remain eligible to vest through March 5, 2027.
Investor Verification Checklist
- Verify the exact "Transition Date" once the 2025 Form 10-K is filed to determine when Rayfield assumes full CFO duties and Hession's salary reduction takes effect.
- Review the attached Offer Letter (Exhibit 10.1) and Transition Agreement (Exhibit 10.2) for specific terms regarding the clawback of the sign-on bonus and the vesting schedule of equity awards.
- Monitor future filings for the impact of the leadership transition on the Company's financial reporting and strategic direction.