DORMAN PRODUCTS, INC., DEF 14A filed on 4/6/2026
Proxy Statement (definitive)
v3.26.1
Cover
12 Months Ended
Dec. 31, 2025
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name Dorman Products, Inc.
Entity Central Index Key 0000868780
v3.26.1
Pay vs Performance Disclosure - USD ($)
12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 25, 2021
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
Pay vs. Performance
The following table shows (i) the total compensation for our chief executive officer and, on an average basis, total compensation for our other named executive officers as set forth in the Summary Compensation Table (“SCT”); (ii) the “compensation actually paid” to our chief executive officer and, on an average basis, compensation actually paid to our other named executive officers (in each case, as determined under applicable SEC rules); (iii) our TSR; (iv) the TSR of the Nasdaq Benchmark Index over the same period, (v) our net income and (vi) our adjusted pre-tax income, which is the most important financial measure that we used to link compensation actually paid to the named executive officers for 2025 to Company performance. Compensation actually paid, as determined under SEC requirements, does not reflect the actual amount of compensation earned by or paid to our named executive officers during a covered year. No dividends were paid or accrued on stock awards for the years presented.
 
Value of Initial Fixed
$100 Investment Based
On:
 
 
Year
SCT Total
Compensation
for CEO(1)
($)
Compensation
Actually Paid
to CEO(1,3)
($)
Average SCT
Total
Compensation
for Other
NEOs(2)
($)
Average
Compensation
Actually Paid
to Other
NEOs(2,3)
($)
TSR
(Company)(4)
($)
TSR
(Peer
Group)(4)
($)
Net Income(5)
($ in
thousands)
Adjusted
Pre-Tax
Income(6)
($ in
thousands)
2025
6,745,783
9,294,141
1,712,978
1,776,742
137.00
83.00
204,194
355,177
2024
6,517,942
12,318,453
1,764,107
2,856,756
172.00
81.00
190,004
286,323
2023
4,219,066
2,868,445
1,226,892
994,034
111.00
104.00
129,259
187,025
2022
3,079,982
1,006,154
1,142,856
508,834
108.00
108.00
121,549
189,800
2021
3,377,508
4,229,896
1,255,441
1,684,833
142.00
139.00
131,532
182,700
(1)
Mr. Olsen served as president and chief executive officer for each of the years presented in the table.
(2)
The other named executive officers for each of the years presented in the table were as follows:
2021
2022
2023
2024
2025
Steven Berman
David Hession
David Hession
David Hession
David Hession
David Hession
Joseph Braun
Joseph Braun
Joseph Braun
Joseph Braun
Joseph Braun
Jeffrey Darby
Jeffrey Darby
Jeffrey Darby
Eric Luftig
Michael Kealey
John McKnight
John McKnight
Scott Leff
Scott Leff
 
 
 
 
Tayfun Uner
 
 
 
 
Jeffrey Darby
(3)
SEC rules require certain adjustments be made to the SCT total compensation to determine “compensation actually paid” for purposes of the Pay vs. Performance Table, which are detailed in the table below. None of our named executive officers participate in a defined benefit plan, and so no adjustment for pension benefits is included in the table below. The following table details these adjustments for 2025:
Adjustments
FY2025
CEO
($)
Other
NEOs
Average
($)
Total from SCT
6,745,783
​1,712,978
Adjustments for stock and options
awards
 
 
Subtract: Grant date fair value of Stock and Option Awards(a)
​(4,206,024)
​(641,624)
+: Fair value(b) of equity awards granted during the year, unvested as of year-end
3,521,302
371,628
+/-: Change in fair value(b) of unvested equity awards granted in prior years and outstanding at beginning and end of year
3,177,921
504,935
+/-: Change in fair value(b) for equity awards granted in prior years that vested in the year
55,158
10,436
-: Fair value(b) of equity awards that were forfeited in the year
(181,611)
Total Impact: Adjustments for stock and option awards
2,548,358
63,764
Compensation Actually Paid (as calculated)
9,294,141
1,776,742
(a)
The amounts reported in this row represent the grant date fair value of equity awards reported in the “Stock Awards” and “Option Awards” columns of the SCT for the applicable year.
(b)
We used a Monte Carlo simulation model to determine the grant date fair value of the 2023, 2024, and
2025 performance-based restricted stock awards that would vest based on the Company’s TSR and revalued those awards on December 31, 2025. The remeasured fair value of the 2023, 2024, and 2025 awards was $133.73, $224.56, and $123.23 per share as of December 31, 2025.
The assumptions used to calculate the fair value of stock options did not differ materially from those used to calculate grant date fair value for such awards; we used the Black-Scholes option valuation model to determine fair value as of the applicable year-end or vesting date(s), based on the same methodology previously used to determine grant date fair value, except that we used (a) the closing stock price on the applicable revaluation date as the current fair market value and (b) a reduced expected life, given applicable time lapsed since grant date.
(4)
TSR is determined based on the value of an initial fixed investment of $100 in common stock at December 26, 2020, assuming the reinvestment of dividends. The TSR peer group is the NASDAQ Benchmark Index, as identified in Part II. Item 5 of the Company’s Form 10-K filed with the SEC on February 27, 2026 (the “10-K Peer Group”).
(5)
Net income is calculated in accordance with GAAP and as reported in the Company’s Form 10-K filed with the SEC on February 27, 2026.
(6)
“Adjusted Pre-Tax Income” means the Company’s consolidated income before income taxes determined in accordance with GAAP, excluding the following items: (a) items generally excluded from earnings per share and earnings before interest, taxes, depreciation and amortization, or EBITDA, by the Company or institutional investors or analysts when evaluating the Company’s performance, such as one-time gains or losses from asset sales, dispute or litigation charges or recoveries, impairment charges, acts of God, restructuring charges and other non-GAAP adjustments, but including normal provisions for slow-moving and obsolete inventory and accounts receivable; (b) the impact of any acquisitions, divestitures, discontinuance of business operations, or restructuring; and (c) the cumulative effect of any accounting changes.
While the Company uses numerous financial and nonfinancial performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that Adjusted Pre-Tax Income is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link compensation paid to the Company’s named executive officers, for the most recently completed fiscal year, to Company performance.
       
Company Selected Measure Name Adjusted Pre-Tax Income        
Named Executive Officers, Footnote
(1)
Mr. Olsen served as president and chief executive officer for each of the years presented in the table.
(2)
The other named executive officers for each of the years presented in the table were as follows:
2021
2022
2023
2024
2025
Steven Berman
David Hession
David Hession
David Hession
David Hession
David Hession
Joseph Braun
Joseph Braun
Joseph Braun
Joseph Braun
Joseph Braun
Jeffrey Darby
Jeffrey Darby
Jeffrey Darby
Eric Luftig
Michael Kealey
John McKnight
John McKnight
Scott Leff
Scott Leff
 
 
 
 
Tayfun Uner
 
 
 
 
Jeffrey Darby
       
Peer Group Issuers, Footnote
(4)
TSR is determined based on the value of an initial fixed investment of $100 in common stock at December 26, 2020, assuming the reinvestment of dividends. The TSR peer group is the NASDAQ Benchmark Index, as identified in Part II. Item 5 of the Company’s Form 10-K filed with the SEC on February 27, 2026 (the “10-K Peer Group”).
       
PEO Total Compensation Amount $ 6,745,783 $ 6,517,942 $ 4,219,066 $ 3,079,982 $ 3,377,508
PEO Actually Paid Compensation Amount $ 9,294,141 12,318,453 2,868,445 1,006,154 4,229,896
Adjustment To PEO Compensation, Footnote
(3)
SEC rules require certain adjustments be made to the SCT total compensation to determine “compensation actually paid” for purposes of the Pay vs. Performance Table, which are detailed in the table below. None of our named executive officers participate in a defined benefit plan, and so no adjustment for pension benefits is included in the table below. The following table details these adjustments for 2025:
Adjustments
FY2025
CEO
($)
Other
NEOs
Average
($)
Total from SCT
6,745,783
​1,712,978
Adjustments for stock and options
awards
 
 
Subtract: Grant date fair value of Stock and Option Awards(a)
​(4,206,024)
​(641,624)
+: Fair value(b) of equity awards granted during the year, unvested as of year-end
3,521,302
371,628
+/-: Change in fair value(b) of unvested equity awards granted in prior years and outstanding at beginning and end of year
3,177,921
504,935
+/-: Change in fair value(b) for equity awards granted in prior years that vested in the year
55,158
10,436
-: Fair value(b) of equity awards that were forfeited in the year
(181,611)
Total Impact: Adjustments for stock and option awards
2,548,358
63,764
Compensation Actually Paid (as calculated)
9,294,141
1,776,742
(a)
The amounts reported in this row represent the grant date fair value of equity awards reported in the “Stock Awards” and “Option Awards” columns of the SCT for the applicable year.
(b)
We used a Monte Carlo simulation model to determine the grant date fair value of the 2023, 2024, and
2025 performance-based restricted stock awards that would vest based on the Company’s TSR and revalued those awards on December 31, 2025. The remeasured fair value of the 2023, 2024, and 2025 awards was $133.73, $224.56, and $123.23 per share as of December 31, 2025.
The assumptions used to calculate the fair value of stock options did not differ materially from those used to calculate grant date fair value for such awards; we used the Black-Scholes option valuation model to determine fair value as of the applicable year-end or vesting date(s), based on the same methodology previously used to determine grant date fair value, except that we used (a) the closing stock price on the applicable revaluation date as the current fair market value and (b) a reduced expected life, given applicable time lapsed since grant date.
       
Non-PEO NEO Average Total Compensation Amount $ 1,712,978 1,764,107 1,226,892 1,142,856 1,255,441
Non-PEO NEO Average Compensation Actually Paid Amount $ 1,776,742 2,856,756 994,034 508,834 1,684,833
Adjustment to Non-PEO NEO Compensation Footnote
(3)
SEC rules require certain adjustments be made to the SCT total compensation to determine “compensation actually paid” for purposes of the Pay vs. Performance Table, which are detailed in the table below. None of our named executive officers participate in a defined benefit plan, and so no adjustment for pension benefits is included in the table below. The following table details these adjustments for 2025:
Adjustments
FY2025
CEO
($)
Other
NEOs
Average
($)
Total from SCT
6,745,783
​1,712,978
Adjustments for stock and options
awards
 
 
Subtract: Grant date fair value of Stock and Option Awards(a)
​(4,206,024)
​(641,624)
+: Fair value(b) of equity awards granted during the year, unvested as of year-end
3,521,302
371,628
+/-: Change in fair value(b) of unvested equity awards granted in prior years and outstanding at beginning and end of year
3,177,921
504,935
+/-: Change in fair value(b) for equity awards granted in prior years that vested in the year
55,158
10,436
-: Fair value(b) of equity awards that were forfeited in the year
(181,611)
Total Impact: Adjustments for stock and option awards
2,548,358
63,764
Compensation Actually Paid (as calculated)
9,294,141
1,776,742
(a)
The amounts reported in this row represent the grant date fair value of equity awards reported in the “Stock Awards” and “Option Awards” columns of the SCT for the applicable year.
(b)
We used a Monte Carlo simulation model to determine the grant date fair value of the 2023, 2024, and
2025 performance-based restricted stock awards that would vest based on the Company’s TSR and revalued those awards on December 31, 2025. The remeasured fair value of the 2023, 2024, and 2025 awards was $133.73, $224.56, and $123.23 per share as of December 31, 2025.
The assumptions used to calculate the fair value of stock options did not differ materially from those used to calculate grant date fair value for such awards; we used the Black-Scholes option valuation model to determine fair value as of the applicable year-end or vesting date(s), based on the same methodology previously used to determine grant date fair value, except that we used (a) the closing stock price on the applicable revaluation date as the current fair market value and (b) a reduced expected life, given applicable time lapsed since grant date.
       
Compensation Actually Paid vs. Total Shareholder Return        
Compensation Actually Paid vs. Net Income        
Compensation Actually Paid vs. Company Selected Measure        
Total Shareholder Return Vs Peer Group        
Tabular List, Table
Most Important Financial Measures
The performance measures used to link compensation actually paid to our named executive officers for 2025 to Company performance are as follows:
Performance Measures
Net Sales
Adjusted Pre-Tax Income
Free Cash Flow as a % of Net Income
Relative TSR as compared with constituent companies in the NASDAQ Benchmark Index
Return on Invested Capital
We believe these measures adequately align named executive officer incentives with the Company’s objectives, consistent with our compensation philosophy, as more fully described under “Executive Compensation: Compensation Discussion and Analysis.”
       
Total Shareholder Return Amount $ 137 172 111 108 142
Peer Group Total Shareholder Return Amount 83 81 104 108 139
Net Income (Loss) $ 204,194,000 $ 190,004,000 $ 129,259,000 $ 121,549,000 $ 131,532,000
Company Selected Measure Amount 355,177,000 286,323,000 187,025,000 189,800,000 182,700,000
PEO Name Mr. Olsen Mr. Olsen Mr. Olsen Mr. Olsen Mr. Olsen
Performance-based Restricted Stock Awards Grant Date Fair Value per Share, Remeasured 2023 Awards $ 133.73        
Performance-based Restricted Stock Awards Grant Date Fair Value per Share, Remeasured 2024 Awards 224.56        
Performance-based Restricted Stock Awards Grant Date Fair Value per Share, Remeasured 2025 Awards $ 123.23        
Measure:: 1          
Pay vs Performance Disclosure          
Name Net Sales        
Measure:: 2          
Pay vs Performance Disclosure          
Name Adjusted Pre-Tax Income        
Non-GAAP Measure Description
(6)
“Adjusted Pre-Tax Income” means the Company’s consolidated income before income taxes determined in accordance with GAAP, excluding the following items: (a) items generally excluded from earnings per share and earnings before interest, taxes, depreciation and amortization, or EBITDA, by the Company or institutional investors or analysts when evaluating the Company’s performance, such as one-time gains or losses from asset sales, dispute or litigation charges or recoveries, impairment charges, acts of God, restructuring charges and other non-GAAP adjustments, but including normal provisions for slow-moving and obsolete inventory and accounts receivable; (b) the impact of any acquisitions, divestitures, discontinuance of business operations, or restructuring; and (c) the cumulative effect of any accounting changes.
While the Company uses numerous financial and nonfinancial performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that Adjusted Pre-Tax Income is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link compensation paid to the Company’s named executive officers, for the most recently completed fiscal year, to Company performance.
       
Measure:: 3          
Pay vs Performance Disclosure          
Name Free Cash Flow as a % of Net Income        
Measure:: 4          
Pay vs Performance Disclosure          
Name Relative TSR as compared with constituent companies in the NASDAQ Benchmark Index        
Measure:: 5          
Pay vs Performance Disclosure          
Name Return on Invested Capital        
PEO | Equity Awards Adjustments          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 2,548,358        
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (4,206,024)        
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 3,521,302        
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 3,177,921        
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 55,158        
PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
Non-PEO NEO | Equity Awards Adjustments          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 63,764        
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (641,624)        
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 371,628        
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 504,935        
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 10,436        
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (181,611)        
v3.26.1
Award Timing Disclosure
12 Months Ended
Dec. 31, 2025
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure
Policy Regarding the Granting of Equity-Based Compensation Awards
Under the Dorman Products, Inc. Policy Regarding the Granting of Equity-Based Compensation Awards,
subject to certain exceptions, annual incentive awards are made in March of each year. Any off-cycle awards, for promotions, retention, and newly-hired employees, for example, are generally made on the first trading day of each month. The Compensation Committee adopted the policy to promote consistent practices in connection with grants of equity awards and to help ensure that the grant dates for such awards are determined independently from the timing of the release of any material, non-public information by the Company.
Award Timing Method
Under the Dorman Products, Inc. Policy Regarding the Granting of Equity-Based Compensation Awards,
subject to certain exceptions, annual incentive awards are made in March of each year. Any off-cycle awards, for promotions, retention, and newly-hired employees, for example, are generally made on the first trading day of each month.
Award Timing Predetermined true
Award Timing MNPI Considered false
Award Timing, How MNPI Considered The Compensation Committee adopted the policy to promote consistent practices in connection with grants of equity awards and to help ensure that the grant dates for such awards are determined independently from the timing of the release of any material, non-public information by the Company.
v3.26.1
Insider Trading Policies and Procedures
12 Months Ended
Dec. 31, 2025
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true