Dorman Products Inc

This management-sponsored, non-binding say-on-pay proposal asks shareholders to approve the overall compensation of Dorman’s named executive officers as disclosed in the proxy. Management presents its executive compensation program as designed to align pay with the Company’s strategic annual plan and long-term growth and to incentivize profitable performance and shareholder value creation. The program emphasizes a majority of pay at risk through annual cash incentives tied to corporate and segment financial metrics (adjusted pre-tax income, net sales, and free cash flow measures) and long-term equity awards split between time-based restricted stock units and performance-based restricted stock units (RTSR and ROIC metrics). The Compensation Committee uses benchmarking and an independent consultant to set targets and believes the mix of short- and long-term incentives, stock ownership guidelines, anti-hedging/pledging policies, caps on awards, and clawback policies mitigate excessive risk-taking. The Board recommends “FOR” because it views the structure as competitively aligned with peers, supportive of retention and motivation of executives, and closely tied to measurable performance outcomes. The advisory nature of the vote means the Board and Compensation Committee will consider shareholder feedback but are not legally bound by the result; management notes previous strong shareholder support for annual say-on-pay votes. If significant shareholder opposition emerges, the Compensation Committee states it will evaluate and consider adjustments to compensation practices. Overall, the proposal is governance-focused rather than transaction-related and is intended to provide shareholders an annual opportunity to express views on executive pay.

This management proposal asks shareholders to approve a comprehensive equity and cash incentive plan replacing the existing 2018 Equity Plan and authorizing a new reserve of 1,543,000 shares (plus any remaining 2018 Plan available shares) for grants over a ten-year term. Management’s rationale is to maintain a competitive, flexible compensation tool to align employee and director incentives with long-term shareholder value through a mix of award types (options, SARs, restricted stock/units, and cash awards). The Compensation Committee consulted an independent compensation consultant and analyzed burn rate, dilution, and peer practices to determine the size of the share reserve and believes the requested share pool represents approximately 5.2% of diluted shares as of March 9, 2026, with an estimated share-pool duration of about eight years under historical grant practices. The Plan includes governance features intended to protect shareholders, including limits on annual awards to non-employee directors (aggregate grant-date value plus cash fees capped at $750,000), no repricing of options or SARs without shareholder approval, clawback/recoupment policies, and adjustments provisions for corporate changes and changes-in-control. If approved, the Plan will permit continued grantmaking for retention, recruitment, and performance alignment and will allow the Company to transition unallocated shares from the 2018 Plan into the new plan. The Board recommends approval on the basis that an active long-term equity program is a central element of total compensation, supports retention of key talent, and aligns executives’ rewards with multi-year financial metrics and relative total shareholder return benchmarks. The proposal is significant for governance and compensation because it authorizes material potential dilution and long-term incentive mechanics; shareholders should weigh the trade-off between dilution and management’s ability to attract and align talent. The Committee retained discretion in award design and has set caps and performance-based features to mitigate dilution and encourage measurable outcomes tied to shareholder value creation.