The table below describes the compensation paid for the last
three fiscal years to our chief executive officer and the four
other most highly compensated executive officers. We sometimes
refer to the people listed in the table below as our “named
executive officers.”
Summary Compensation Table
Long-Term
Compensation Awards
Annual Compensation
Restricted
Number of
Other Annual
Share
Securities
All Other
Fiscal
Salary
Bonus
Compensation
Awards
Underlying
Compensation
Name and Principal Position
Year
($)
($)
($)(2)
($)(3)
Option (#)
($)(4)
D. M. Draime(1)
2004
200,000
150,000
—
—
—
13,420
Chairman of the Board
2003
200,000
150,000
—
—
—
11,706
of Directors
2002
200,000
100,000
—
—
—
6,316
Gerald V. Pisani
2004
417,500
300,000
—
212,326
—
13,942
President and
2003
300,000
285,000
—
—
40,000
13,594
Chief Executive Officer
2002
250,000
285,000
—
—
40,000
6,204
Edward F. Mosel
2004
249,917
160,000
—
161,900
—
17,110
Executive Vice President and
2003
205,300
100,000
—
—
10,000
6,443
Chief Operating Officer
2002
192,000
90,000
—
—
10,000
1,642
Thomas A. Beaver
2004
236,000
115,000
—
77,450
—
13,158
Vice President of Global Sales
2003
225,000
100,000
—
—
20,000
12,664
and Systems Engineering
2002
185,000
140,000
—
—
20,000
3,974
Mark J. Tervalon
2004
202,974
120,000
—
77,450
—
9,067
Vice President and General Manager
2003
177,200
78,000
—
—
4,000
5,397
of Stoneridge Electronics Group
2002
114,911
30,000
—
—
—
848
(1)
Mr. Draime served as Interim President and Chief Executive
Officer from January 1, 2004 until May 10, 2004.
(2)
No amounts are listed here as no perquisite payments in excess
of reporting thresholds were made.
(3)
The dollar amount listed in this column represents the market
value of the restricted shares issued as of the date of grant.
The restrictions on these awards will lapse, provided the
executive is still employed by the Company, or in certain cases
if his employment ends earlier, according to the vesting
schedules included in their respective restricted share
agreements.
The amount listed for Mr. Pisani in 2004 is the market
value at the time of grant of 10,000 restricted shares granted
on May 10, 2004 and 3,400 restricted shares granted on
June 28, 2004. These shares will vest in equal increments
on May 10, 2005, 2006 and 2007 and June 28, 2005, 2006
and 2007, respectively. As of December 31, 2004, the
aggregate market value of the 13,400 outstanding restricted
shares granted to Mr. Pisani was $202,742.
The amount listed for Mr. Mosel in 2004 is the market value
at the time of grant of 5,000 restricted shares granted on
May 10, 2004 and 5,000 restricted shares granted on
June 28, 2004. These shares will vest in equal increments
on May 10, 2005, 2006 and 2007 and June 28, 2005, 2006
and 2007, respectively. As of December 31, 2004, the
aggregate market value of the 10,000 outstanding restricted
shares granted to Mr. Mosel was $151,300.
The amounts listed for Messrs. Beaver and Tervalon in 2004
are the market value at the time of grant of 5,000 restricted
shares granted to each of them respectively, on May 10,
2004. These shares will vest in equal increments on May 10,
2005, 2006 and 2007. As of December 31, 2004, the aggregate
market value of the 5,000 outstanding restricted shares granted
to both of Messrs. Beaver and Tervalon was $75,650.
(4)
This column represents term life insurance premiums paid in 2004
to Mr. Draime of $3,757, Mr. Pisani of $1,204,
Mr. Mosel of $1,372, Mr. Beaver of $420 and
Mr. Tervalon of $385; and 401(k), profit sharing and
10
match paid in 2004 to Mr. Draime of $9,663, Mr. Pisani
of $12,738, Mr. Mosel of $15,738, Mr. Beaver of
$12,738 and Mr. Tervalon of $8,682.
Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values
Number of Securities
Underlying Unexercised
Value of Unexercised
Shares
Options at Fiscal
In-the-Money Options
Acquired on
Value
Year-End (#)
at Fiscal Year-End ($)
Name
Exercise (#)
Realized ($)
Exercisable/Unexercisable
Exercisable/Unexercisable
D. M. Draime
—
—
— 0 — / — 0 —
— 0 — / — 0 —
Gerald V. Pisani
—
—
254,000 / — 0 —
1,177,945 / — 0 —
Edward F. Mosel
—
—
24,000 / — 0 —
140,330 / — 0 —
Thomas A. Beaver
—
—
45,000 / — 0 —
269,835 / — 0 —
Mark J. Tervalon
—
—
4,000 / — 0 —
18,980 / — 0 —
Change of Control Agreements
Messrs. Pisani and Beaver have each entered into an
agreement with us that guarantees we will pay to each of them
two years of continued compensation (including bonuses) and
benefits upon a change of control regardless of whether they
remain employed by us. A change of control shall be deemed to
have occurred if any shareholder or group of shareholders
acquires more of our common shares than are owned by D.M. Draime
and his direct descendants and trusts for the benefit of D.M.
Draime and his direct descendants.
Compensation Committee Interlocks and Insider
Participation
Messrs. Cheney, Lasky and Linehan were the members of our
compensation committee in 2004 and there are no compensation
committee interlocks.
Certain Relationships and Related Transactions
Hunters Square.
D.M. Draime is a 50% owner of
Hunters Square, Inc. (“HSI”), an Ohio corporation,
which owns Hunters Square, an office complex and shopping mall
located in Warren, Ohio. We lease office space in Hunters Square
for use as the headquarters of our Alphabet Group. We pay all
maintenance, tax and insurance costs related to the operation of
the office. Lease payments made by us to HSI in 2004 were
$301,000. We will continue to make lease payments as required
under the lease agreement, which terminates in December 2009.
The Company believes the terms of the lease are no less
favorable to it than would be the terms of a third-party lease.
Relationship with Counsel.
Avery S. Cohen, one of our
directors, is a partner in Baker & Hostetler LLP, a law
firm, which has served as general outside counsel for us since
1993 and is expected to continue to do so in the future.
Draime Family.
Jeffrey P. Draime, a nominee for election
as a director, is the son of D.M. Draime, the Chairman of
the Board of Directors.
11
Performance Graph
Set forth below is a line graph comparing the cumulative total
return of a hypothetical investment in our common shares with
the cumulative total return of hypothetical investments in the
NYSE Market Index and the CoreData — Industry Group
333 (Automotive Parts) Index based on the respective market
price of each investment at December 31, 1999, 2000, 2001,
2002, 2003 and 2004, assuming in each case an initial investment
of $100 on December 31, 1999, and reinvestment of dividends.
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