Pay vs Performance Disclosure - USD ($)
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Year | Summary Compensation Table Total for PEO1 $ | Compensation Actually Paid to PEO2 $ | Average Summary Compensation Table Total for Non-PEO NEOs3 $ | Average Compensation Actually Paid to Non-PEO NEOs4 $ | Value of Initial Fixed $100 Investment Based On: | GAAP Net Income7 $ (Millions) | Company Selected Measure: | |||||||||||
Company Total Shareholder Return5 $ | Peer Group Total Shareholder Return6 $ | Adjusted EBITDA8 $( Millions) | ||||||||||||||||
(a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | ||||||||||
2025 | 5,179,179 | 17,470,915 | 1,593,786 | 3,902,904 | 95 | 84 | (4) | 210 | ||||||||||
2024 | 8,702,693 | 3,530,059 | 2,268,299 | 1,410,228 | 39 | 69 | (79) | 181 | ||||||||||
2023 | 7,634,186 | 11,439,878 | 1,941,477 | 2,570,224 | 56 | 87 | (202) | 180 | ||||||||||
2022 | 4,707,758 | 1,890,963 | 1,349,459 | 924,716 | 26 | 82 | (215) | 43 | ||||||||||
2021 | 5,087,944 | 1,178,083 | 1,208,695 | 567,824 | 65 | 121 | (323) | (8) | ||||||||||
respective year as reflected in column (j) of the Summary Compensation Table ("SCT Compensation").
3The amounts shown in column (d) represent, for each respective year, the average of the total compensation amounts for all NEOs other than the PEO, as reflected in column (j) of the applicable Summary Compensation Table. See details in the table for footnote 2. The non-PEO NEOs for each respective year, are as follows: | |||||
2025 | 2024 | 2023 | 2022 | 2021 | |
Mr. Jonathan P. Banas | Mr. Jonathan P. Banas | Mr. Jonathan P. Banas | Mr. Jonathan P. Banas | Mr. Jonathan P. Banas | |
Mr. Patrick R. Clark | Mr. Patrick R. Clark | Mr. Patrick R. Clark | Mr. Patrick R. Clark | Mr. D. William Pumphrey, Jr. | |
Mr. Christopher E. Couch | Mr. Christopher E. Couch | Mr. Christopher E. Couch | Mr. Christopher E. Couch | Mr. Christopher E. Couch | |
Mr. Larry E. Ott | Ms. MaryAnn P. Kanary | Mr. Larry E. Ott | Ms. Joanna M. Totsky | Ms. Joanna M. Totsky | |
as of December 31, 2020 in the Standard & Poor's Supercomposite Auto Parts & Equipment Index, which we also use for purposes of the
stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31,
2025, reflected as of the end of each respective year and inclusive of the reinvestment of all dividends, where applicable.
value of equity-based compensation for the PEO as reported in the applicable Summary Compensation Table; and increased (or
decreased, as applicable) by the change in value of equity awards for the PEO during the year (as of year-end, or upon vesting or
forfeiture, if earlier). Mr. Jeffrey Edwards served as the PEO for years 2021 through 2025.
Mr. Edwards does not have a defined benefit pension; thus, the amounts in column (c) are not reflective of any adjustment associated
with pension benefits or costs.
PEO | Other Non-PEO NEOs (average) | ||||||||||||||||||||
2025 | 2024 | 2023 | 2022 | 2021 | 2025 | 2024 | 2023 | 2022 | 2021 | ||||||||||||
$ | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||
Summary Compensation Table (SCT) Total Compensation | (a) | 5,179,179 | 8,702,693 | 7,634,186 | 4,707,758 | 5,087,944 | 1,593,786 | 2,268,299 | 1,941,477 | 1,349,459 | 1,208,695 | ||||||||||
SCT Change in Pension Value | (b) | — | — | — | — | — | — | — | — | ||||||||||||
CAP Pension Service Cost | (c) | — | — | — | — | — | — | — | — | ||||||||||||
SCT Stock and Option Awards Value | (d) | 2,164,353 | 6,032,596 | 4,751,899 | 2,689,813 | 3,878,199 | 437,138 | 1,220,438 | 792,526 | 426,497 | 599,125 | ||||||||||
Fair Value as of Year- End of Equity Awards Granted during the Year | (e) | 4,931,000 | 3,034,128 | 6,062,451 | 1,215,173 | 963,615 | 995,923 | 613,827 | 1,050,723 | 192,676 | 120,928 | ||||||||||
Fair value as of Vest Date of Equity Awards Granted during the Year | (f) | — | — | — | — | — | — | — | 12,889 | ||||||||||||
Increase (Decrease) from Prior Year-End in Fair Value of Awards That Vested During the Year | (g) | 1,688,264 | (532,212) | 754,892 | (253,996) | 104,808 | 295,717 | (90,701) | 104,110 | (42,014) | (17,898) | ||||||||||
Year-over-Year Increase (Decrease) in Fair Value of Unvested Awards Granted in Prior Years | (h) | 7,836,825 | (1,641,955) | 1,740,247 | (1,088,159) | (1,100,085) | 1,454,616 | (160,759) | 266,440 | (148,908) | (106,829) | ||||||||||
Fair Value at the End of the Prior Year of Awards that Failed to Meet Vesting Conditions in the Year | (i) | — | — | — | — | — | — | — | — | — | 50,836 | ||||||||||
Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value of Total | (j) | — | — | — | — | — | — | — | — | — | — | ||||||||||
Compensation Actually Paid (CAP) (k) = (a) - (b) + (c) – (d) + (e) + (f) + (g) + (h) - (i) + (j) | (k) | 17,470,915 | 3,530,059 | 11,439,878 | 1,890,963 | 1,178,083 | 3,902,904 | 1,410,228 | 2,570,224 | 924,716 | 567,824 | ||||||||||
PEO | Other Non-PEO NEOs (average) | ||||||||||||||||||||
2025 | 2024 | 2023 | 2022 | 2021 | 2025 | 2024 | 2023 | 2022 | 2021 | ||||||||||||
$ | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||
Summary Compensation Table (SCT) Total Compensation | (a) | 5,179,179 | 8,702,693 | 7,634,186 | 4,707,758 | 5,087,944 | 1,593,786 | 2,268,299 | 1,941,477 | 1,349,459 | 1,208,695 | ||||||||||
SCT Change in Pension Value | (b) | — | — | — | — | — | — | — | — | ||||||||||||
CAP Pension Service Cost | (c) | — | — | — | — | — | — | — | — | ||||||||||||
SCT Stock and Option Awards Value | (d) | 2,164,353 | 6,032,596 | 4,751,899 | 2,689,813 | 3,878,199 | 437,138 | 1,220,438 | 792,526 | 426,497 | 599,125 | ||||||||||
Fair Value as of Year- End of Equity Awards Granted during the Year | (e) | 4,931,000 | 3,034,128 | 6,062,451 | 1,215,173 | 963,615 | 995,923 | 613,827 | 1,050,723 | 192,676 | 120,928 | ||||||||||
Fair value as of Vest Date of Equity Awards Granted during the Year | (f) | — | — | — | — | — | — | — | 12,889 | ||||||||||||
Increase (Decrease) from Prior Year-End in Fair Value of Awards That Vested During the Year | (g) | 1,688,264 | (532,212) | 754,892 | (253,996) | 104,808 | 295,717 | (90,701) | 104,110 | (42,014) | (17,898) | ||||||||||
Year-over-Year Increase (Decrease) in Fair Value of Unvested Awards Granted in Prior Years | (h) | 7,836,825 | (1,641,955) | 1,740,247 | (1,088,159) | (1,100,085) | 1,454,616 | (160,759) | 266,440 | (148,908) | (106,829) | ||||||||||
Fair Value at the End of the Prior Year of Awards that Failed to Meet Vesting Conditions in the Year | (i) | — | — | — | — | — | — | — | — | — | 50,836 | ||||||||||
Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value of Total | (j) | — | — | — | — | — | — | — | — | — | — | ||||||||||
Compensation Actually Paid (CAP) (k) = (a) - (b) + (c) – (d) + (e) + (f) + (g) + (h) - (i) + (j) | (k) | 17,470,915 | 3,530,059 | 11,439,878 | 1,890,963 | 1,178,083 | 3,902,904 | 1,410,228 | 2,570,224 | 924,716 | 567,824 | ||||||||||
Compensation, reduced by the grant date fair value of equity-based compensation as reported in the applicable Summary Compensation
Table and the change in pension value as reported in the applicable Summary Compensation Table; and increased (or decreased, as
applicable) by the change in value of equity-based awards during the year (as of year-end, or upon vesting or forfeiture, if earlier) and the
pension service cost (and prior service cost, if applicable) associated with any applicable defined benefit pension benefit. See details in
the table for footnote 2.
For 2021, 2022, 2024 and 2025, no non-PEO NEOs had a defined benefit pension; thus, there was no impact on the calculation of CAP.
For 2023, Mr. Clark was the only NEO with a defined benefit pension; however, both the change in his pension value as reported in the
Summary Compensation Table and the combined service and prior service costs for 2023 associated with his pension benefit were zero,
having no impact on the calculation of his CAP.
• | Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (Adjusted EBITDA)1 |
• | Free Cash Flow2 |
• | Return on Invested Capital (ROIC) |
investment in the Company made as of December 31, 2020, reflected as of the end of each respective year, and inclusive of the
reinvestment of all dividends, where applicable.
The amounts shown in column (h) represent the Company's net income (loss) as reflected in Item 8. Financial Statements and Supplementary Data - Consolidated Statements of Operations on page 48 in our Annual Report on Form 10-K for the fiscal year ended
December 31, 2025.
under “Annual Incentive Award” in the Executive Compensation Components section of the Compensation Discussion and Analysis.
Additional information regarding the Adjusted EBITDA measure is also provided with the Financial Performance Measures list below.
1Adjusted EBITDA is defined as net income (loss) plus income tax expense (benefit), interest expense, net of interest income, depreciation and amortization (or “EBITDA”), as adjusted for items that management does not consider to be reflective of our core operating
performance (including, but not limited to, restructuring costs, impairment charges, non-cash fair value adjustments and acquisition-
related costs). Adjusted EBITDA is deemed by the Compensation Committee to be an appropriate objective measurement of the financial
performance of the Company because it is an indicator of our strategy to achieve sustained profitable growth and align executive
compensation with the interests of our stockholders over the long term. Further information regarding Adjusted EBITDA, including a
description of the use of Adjusted EBITDA for NEO performance-based compensation for the most recently completed fiscal year is
included under “Annual Incentive Award” under the Executive Compensation Components section.
During the most recently completed fiscal year, FCF was used as a financial measure within our annual incentive compensation programs
for NEOs, designed to motivate leadership to execute our long-term growth strategy while delivering consistently strong financial results.
A description of the use of FCF as a metric for NEO performance-based compensation for the most recently completed fiscal year is
included under “Annual Incentive Award” under the Executive Compensation Components section..
earnings, including restructuring, divided by the five-quarter average of: (i) net working capital (the sum of net receivables, net inventory,
and minimum cash minus current liabilities); plus (ii) net property, plant and equipment (PPE), joint venture investments and goodwill and
intangibles. During the most recently completed fiscal year, ROIC was used as a financial measure within our long-term incentive
compensation programs for NEOs, designed to motivate leadership to execute our long-term growth strategy while delivering consistently
strong financial results. A description of the use of ROIC as a performance metric for NEO performance-based compensation for the most
recently completed fiscal year is included under “Long-Term Incentive Compensation” under the Executive Compensation Components
section.