ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
Transition of the President and Chief Executive Officer
On January 31, 2023, Stoneridge, Inc. (the "Company") announced that Jonathan B.
DeGaynor stepped down from his role as President and Chief Executive Officer and
as a member of the Board of Directors (the "Board") of the Company effective as
of 5:00 PM EST on January 30, 2023 (the "Resignation Date"). As of the
Resignation Date, James Zizelman, 62, President of the Control Devices Division,
has been appointed as the Company's new President and Chief Executive Officer.
Additional details regarding Mr. DeGaynor's consulting arrangement are set forth
below.
Election of James Zizelman to the Board of Directors
On January 30, 2023, as a result of the vacancy on the Board created by Mr.
DeGaynor's resignation, the Board elected Mr. Zizelman to the Board.
Mr. Zizelman has served as the President of the Company's Control Devices
division since April 1, 2020. Prior to that, Mr. Zizelman supported the Company
as a consultant. Prior to consulting, he was the Vice President of Engineering
and Program Management for Aptiv, where he had overarching responsibility for
the engineering function and supported the company's transition from Delphi.
Prior to that Mr. Zizelman spent more than 20 years with Delphi, leading a
variety of technical and business teams for the Powertrain and Electronics
divisions, and taking responsibility for the innovation, development and
execution of all safety, automated and infotainment programs. Mr. Zizelman holds
a bachelor's and master's degree in mechanical engineering from Case Western
Reserve University.
A copy of the Company's press related, dated January 31, 2023, related to the
Company's President and Chief Executive Officer transition is incorporated
herein and attached as Exhibit 99.1.
Consulting Services Agreement
In connection with Mr. DeGaynor's resignation, Mr. DeGaynor and the Company
entered into a Consulting Services Agreement (the "Consulting Agreement"), dated
January 30, 2023.
Pursuant to the Consulting Agreement, Mr. DeGaynor will, as requested by the new
President and Chief Executive Officer, transition his responsibilities as
President and Chief Executive Officer and provide consulting and advisory
services to the Company (the "Consulting Services") beginning on the day
immediately following the Resignation Date (the "Consulting Period Commencement
Date") through the six-month anniversary of the Consulting Period Commencement
Date (the "Consulting Period").
The Consulting Agreement provides that, subject to Mr. DeGaynor's execution of
the Consulting Agreement, including the general release of claims therein and
the Supplemental Release of Claims attached thereto (the "Supplemental
Release"), re-execution of the Supplemental Release following the Consulting
Period, the initial execution and re-execution of the Supplemental Release
becoming effective, and Mr. DeGaynor's continued compliance with the restrictive
covenants in the Consulting Agreement, Mr. DeGaynor will receive (1) a monthly
car allowance of $1,200.00 for the duration of the Consulting Period, (2) up to
$15,000.00 in legal fees (3) Company paid COBRA coverage under the Company's
healthcare plan for up to twelve months, (4) reimbursement for continued
coverage under the Prudential life insurance policy currently provided through
the Company in an amount not to exceed $36,816.00, (5) a monthly consulting fee
of $243,750.00, (6) provided that the Consulting Period has not been terminated
prior to March 9, 2023, vesting of any unvested equity awards held by DeGaynor
pursuant to the 2020 Performance Share Grant Agreement, dated March 9, 2020, by
and between DeGaynor and the Company as of the Resignation Date though March 9,
2023, and (7) the vesting of a grant of restricted stock units relating to
40,000 Company common shares made to DeGaynor under the Company's 2016 Long-Term
Incentive Plan on January 30, 2023 prior to his termination of employment,
generally subject to DeGaynor's continued provision of the consulting services
through the six-month anniversary of the Consulting Period Commencement Date.
The Consulting Agreement includes provisions regarding the protection of the
Company's proprietary and confidential information that apply indefinitely,
along with non-competition, non-disparagement and employee and customer
non-solicitation covenants.
The foregoing summary of the Consulting Agreement is qualified in its entirety
by reference to the full text of the Consulting Agreement, filed herewith as
Exhibit 10.1 and incorporated herein by reference.
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ITEM 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
10.1 Consulting Services Agreement, dated January 30, 2023, by and between
Stoneridge, Inc. and Jonathan DeGaynor
99.1 Press Release, dated January 31, 2023 , announcing transition of
P re sident and C hief E xecutive O fficer
role .
104 Cover Page Interactive Data File (the Cover Page Interactive Data File is
embedded within the Inline XBRL document)
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