DORMAN PRODUCTS INC (DORM)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
DORMAN PRODUCTS INC · Meeting: May 15, 2026
Directors FOR
8
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Eight Directors
Olsen has served as CEO and director since 2019; DORM's 3-year return of +19.2% outperforms the peer group median of +8.3% by +10.9pp, well below the 35pp underperformance threshold required to trigger a vote against, so the TSR trigger does not apply.
Bachmann joined in 2020 and brings extensive retail operations and supply chain experience; the 3-year TSR trigger does not apply as DORM outperforms its peer group median, and no overboarding, attendance, or independence concerns are present.
Berman is the company's founder with over 40 years of industry experience; while he is non-independent, he does not serve on the audit or compensation committees, so no independence policy trigger fires, and the TSR trigger does not apply.
Gavin has served since 2016 and brings deep financial, accounting, and M&A expertise including CPA credentials; the TSR trigger does not apply and no other policy concerns are identified.
Riley has served as Lead Director since 2010 and brings relevant financial expertise as a former CPA and audit committee chair; the TSR trigger does not apply and no overboarding or attendance concerns are present.
Romano has served since 2017 and brings broad executive leadership and M&A experience; she holds two outside public board seats (UGI Corporation and Leona Bio), which is within the four-seat limit, and the TSR trigger does not apply.
Stakias has served since 2015 and contributes private equity, corporate governance, and legal expertise; the TSR trigger does not apply and no other policy concerns are identified.
Thomas joined in October 2021 and brings extensive corporate finance and treasury experience from Harley-Davidson and PepsiCo; the TSR trigger does not apply and no overboarding or attendance concerns are present.
All eight nominees receive a FOR vote. DORM's 3-year total shareholder return of +19.2% outperforms the disclosed compensation peer group median of +8.3% by +10.9pp, which is well below the 35pp underperformance threshold needed to trigger a vote against any director. No overboarding, attendance, independence, or qualification concerns were identified for any nominee.
Say on Pay
✓ FORCEO
Kevin M. Olsen
Total Comp
$6,745,783
Prior Support
97%%
CEO total compensation of $6,745,783 is within a reasonable range for the CEO of a $3.1B consumer cyclical company, and prior shareholder support was very strong at approximately 97% in 2025, well above the 70% threshold that would require visible response. The pay program is structured appropriately with a majority of compensation in variable, performance-based elements — 50% performance-based restricted stock units and 50% time-based restricted stock units for the long-term portion, plus an annual cash bonus tied to measurable financial metrics including adjusted pre-tax income, net sales, and free cash flow — and the company discloses a meaningful clawback policy. DORM's 3-year stock performance of +19.2% exceeds the peer group median of +8.3%, so there is no pay-for-performance misalignment concern.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
N/A
Audit Fees
$2,296,824
Non-Audit Fees
$942,899
Non-audit fees (tax fees of $940,899 plus other fees of $2,000, totaling $942,899) represent approximately 41% of audit fees of $2,296,824, which is below the 50% threshold that would trigger a vote against. KPMG's tenure is not disclosed in the proxy so the tenure trigger cannot fire per policy. KPMG is a Big 4 firm appropriate for a company of Dorman's $3.1B market cap. No material restatements were identified.
Overall Assessment
The 2026 Dorman Products annual meeting ballot presents four proposals — director elections, say on pay, auditor ratification, and a new equity plan — with the company in a generally sound governance position. DORM's 3-year total shareholder return of +19.2% outperforms its peer group median, executive pay is structured with a strong performance-based orientation and received 97% shareholder support in 2025, and KPMG's non-audit fee ratio of approximately 41% is within acceptable limits, resulting in FOR votes on all three standard proposals evaluated under this policy.
Compensation Peer Group
15 companies disclosed in 2026 proxy filing