DORMAN PRODUCTS INC (DORM)

Sector: Consumer Discretionary

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2026 Annual Meeting Analysis

DORMAN PRODUCTS INC · Meeting: May 15, 2026

Policy v1.2high confidenceView Filing ↗
For informational purposes only. This AI-generated analysis applies a published voting policy to publicly available proxy filings. It does not constitute investment advice, proxy voting advice, or a solicitation of any kind. AI analysis may be incomplete or inaccurate — always review the actual filing and make your own independent decision.

Directors FOR

8

Directors AGAINST

0

Say on Pay

FOR

Auditor

FOR

Director Elections

Election of Eight Directors

8 FOR
✓ FOR
Kevin M. Olsen

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.

✓ FOR
Lisa M. Bachmann

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.

✓ FOR
Steven L. Berman

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.

✓ FOR
John J. Gavin

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.

✓ FOR
Richard T. Riley

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.

✓ FOR
Kelly A. Romano

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.

✓ FOR
G. Michael Stakias

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.

✓ FOR
J. Darrell Thomas

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

✓ FOR

CEO

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

✓ FOR

Auditor

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.

Filing date: April 6, 2026·Policy v1.2·high confidence

Compensation Peer Group

15 companies disclosed in 2026 proxy filing

AXLAmerican Axle & Manufacturing Holdings, Inc.
PRTSCarParts.com, Inc.
CPSCooper-Standard Holdings, Inc.
FOXFFox Factory Holding Corp.
GTXGarrett Motion Inc.
GNTXGentex Corporation
HLIOHelios Technologies, Inc.
HLLYHolley Inc.
LCIILCI Industries
MODModine Manufacturing Company
MPAAMotorcar Parts of America, Inc.
PATKPatrick Industries, Inc.
SMPStandard Motor Products, Inc.
SRIStoneridge, Inc.
VCVisteon Corporation