STONERIDGE INC - SRI Proxy Statement (definitive) (DEF 14A) EXECUTIVE COMPENSATION

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The following is an excerpt from a DEF 14A SEC Filing, filed by STONERIDGE INC on 3/11/2005.

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STONERIDGE INC - DEF 14A - 20050311 - EXECUTIVE_COMPENSATION

EXECUTIVE COMPENSATION

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


	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

D. M. Draime

—

— 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.

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.



	1999		2000		2001		2002		2003		2004

Stoneridge, Inc		100.00		43.72		58.95		77.09		97.49		98.01
Coredata Group Index		100.00		80.45		101.53		90.54		133.71		137.62
NYSE Market Index		100.00		102.38		93.26		76.18		98.69		111.45