What changed in this filing

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Item 1. Business

2025-03-03 compared with 2024-03-01 · 35 added, 60 removed, 164 unchanged (37% of the section changed)

Founded in 1965, Stoneridge, Inc.

(the “Company”) is a global designer and manufacturer of highly engineered electrical and electronic systems, components and modules for the automotive, commercial, off-highway and agricultural vehicle markets.

Our products and systems are critical elements in the management of systems to improve overall vehicle performance, convenience and monitoring in areas such as safety and security, intelligence, efficiency and emissions.

Our worldwide footprint is primarily comprised of 21 locations in 11 countries and enables us to supply global automotive, commercial, off-highway, agricultural and other vehicle markets.

(the “Company”) is a global supplier of safe and efficient electronics systems and technologies.

Our systems and products power vehicle intelligence, while enabling safety and security for on-and off-highway transportation sectors around the world.

Our worldwide footprint is primarily comprised of 21 locations in 14 countries and enables us to supply global commercial, automotive, off-highway, agricultural and other vehicle markets.

Our custom-engineered products and systems are used to activate equipment and accessories, monitor and display vehicle performance and control, distribute electrical power and signals and provide vehicle safety, security and convenience.

Our product offerings consist of actuators, sensors, switches and connectors, driver information systems, vision and safety systems, connectivity and compliance products, electronic control units, vehicle tracking devices and monitoring services, vehicle security alarms and convenience accessories, in-vehicle audio and infotainment devices and telematics solutions.

We supply the majority of our products, predominantly on a sole-source basis, to many of the world’s leading automotive and commercial vehicle original equipment manufacturers (“OEMs”) and select non-vehicle OEMs, as well as certain automotive and commercial vehicle Tier 1 suppliers.

Our product offerings consist of actuators, sensors, switches and connectors, advanced driver information products, vision systems, connectivity and compliance solutions, control modules, vehicle tracking devices and monitoring services, vehicle security alarms and convenience accessories, telematics solutions and multimedia devices.

We supply the majority of our products, predominantly on a sole-source basis, to many of the world’s leading commercial vehicle, automotive and off-highway original equipment manufacturers (“OEMs”) and select non-vehicle OEMs, as well as certain automotive and commercial vehicle Tier 1 suppliers.

Our customers are increasingly utilizing electronic technology to comply with more stringent regulations (particularly emissions and safety) and to meet end-user demand for improved vehicle performance and greater convenience.

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Our technology and our partnership-oriented approach to product design and development enables us to develop next-generation products and systems aligned with these trends.

For example, we continue to invest in the development of advanced system capabilities that are complementary to our driver information solutions and vision systems such as integrated driver assistance technologies and an intelligent connected trailer system.

Beginning with the divestiture of our wiring business in 2014, we accelerated a shift in our product portfolio towards smart products, or those products that contain embedded electronics or logic.

While the wiring business was our largest single business, based on revenues and employees, and the business that the Company was founded on, its products were largely commodities that did not provide a technology platform to drive our expected future growth.

In addition to the divestiture of the wiring business, we deployed capital in 2017 to make strategic investments including the acquisition of Orlaco, our partner on the development of MirrorEye®, our camera monitor system, and the acquisition of an additional 24 percent of our Stoneridge Brazil business resulting in 100 percent ownership.

We deployed capital in 2017 to make strategic investments including the acquisition of Orlaco, our partner on the development of MirrorEye®, our camera monitor system, and the acquisition of an additional 26 percent of our Stoneridge Brazil business resulting in 100 percent ownership.

In 2019, the Company’s Control Devices segment sold its non-core switches and connectors business (the “Non-core Products”) and in 2020 announced the strategic exit of our PM sensor business to further align with our strategic plan.

These activities have acted as a catalyst for the advancement of our smart product portfolio, increasing our smart content from just over 50% of our sales in 2014 to almost 82% of our sales in 2024.

Our product portfolio shift focuses on the megatrends driving the transportation industry.

In January 2019, the Company committed to a restructuring plan that resulted in the closure of the Canton, Massachusetts facility (“Canton Facility”) as of March 31, 2020 and the consolidation of manufacturing operations at that site into other Company locations (“Canton Restructuring”).

On June 17, 2021, we sold the Canton facility.

See Note 2 to the consolidated financial statements for additional details regarding the sale of the Canton Facility.

See Note 12 to the consolidated financial statements for additional details regarding the Canton Restructuring .

On May 19, 2020, the Company committed to the strategic exit of its Control Devices particulate matter (“PM”) sensor product line (“PM Sensor Exit”).

The decision to exit the PM sensor product line was made after the consideration of the decline in the market outlook for diesel passenger vehicles, the current and expected profitability of the product line and the Company’s strategic focus on aligning resources with the greatest opportunities.

See Note 12 to the consolidated financial statements for additional details regarding the PM Sensor Exit.

On March 8, 2021, the Company entered into an Asset Purchase Agreement and sold the PM sensor product line and assets.

The PM sensor product line and assets were located in Lexington, Ohio and Tallinn, Estonia.

See Note 2 to the consolidated financial statements for additional details regarding the sale of the PM sensor business.

On November 2, 2021, the Company entered into a Share Purchase Agreement (the “SPA”) with Minda Corporation Limited (“Minda”), as the buyer, and Minda Stoneridge Instruments Ltd.

On December 30, 2021, pursuant to the SPA, the Company closed the sale of MSIL to Minda.

See Note 2 to the consolidated financial statements for additional details regarding the sale of MSIL.

Our product portfolio shift focuses on the megatrends driving the transportation and off-highway industries.

We have positioned each of our segments for continued long-term success.

Our Control Devices segment is increasingly well positioned with a focus on continued development and commercialization of actuation and powertrain agnostic applications that will drive future growth for the segment.

Our Electronics segment is expected to drive strong revenue growth through launches of previously awarded programs including launches for our MirrorEye camera monitor system in the European and North American commercial vehicle markets and our SE5000 Smart 2 tachograph product in the European commercial vehicle market for both OEM and aftermarket applications.

Our Stoneridge Brazil segment continues to integrate into our global strategy as we leverage our global engineering footprint and prepare for continued expansion of our local OEM presence.

Our Electronics segment is expected to drive strong revenue growth through strong demand for our existing products including our MirrorEye camera monitor system in the European and North American commercial vehicle markets.

Our Stoneridge Brazil segment continues to integrate into our global strategy as we leverage our global engineering and manufacturing footprint and prepare for continued expansion of our local OEM presence.

Overall, we will continue to focus our resources on the areas of largest opportunity for the Company to drive long-term value creation for our shareholders.

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To a lesser extent, we also sell these products to the commercial vehicle and agricultural markets.

Our Electronics segment designs and manufactures driver information systems, vision and safety systems, connectivity and compliance products and electronic control units.

Driver information systems and connectivity and compliance products collect, store and display vehicle information such as speed, pressure, maintenance data, trip information, operator performance, temperature, distance traveled, and driver messages related to vehicle performance.

Vision and safety products provide enhanced vehicle visibility and safety to drivers.

Electronic control units regulate, coordinate, monitor and direct the operation of the electrical system within a vehicle.

These products are sold principally to the commercial vehicle market through both the OEM and aftermarket channels.

In addition, vision and safety systems are sold to the off-highway and commercial vehicle markets.

Our Electronics segment designs and manufactures advanced driver information solutions, vision systems, connectivity and compliance solutions and control modules.

Advanced driver information solutions and connectivity and compliance products collect, store and display vehicle information such as speed, pressure, maintenance data, trip information, operator performance, temperature, distance traveled, and driver messages related to vehicle performance.

Vision systems provide enhanced vehicle visibility and safety to drivers.

These products are sold principally to the commercial vehicle and off-highway markets through both the OEM and aftermarket channels.

Stoneridge Brazil.

Our Stoneridge Brazil segment primarily serves the South American market and specializes in the design, manufacture and sale of vehicle tracking devices and monitoring services, vehicle security alarms and convenience accessories, in-vehicle audio and infotainment devices, driver information systems and telematics solutions primarily for the automotive and commercial vehicle markets.

This segment includes product lines such as vehicle monitoring and tracking devices, security alarms, convenience applications such as parking sensors and rearview cameras, audio and infotainment systems, driver information systems and telematics products used for fleet management.

Our Stoneridge Brazil segment primarily serves the South American market and designs and manufactures vehicle tracking devices and monitoring services, driver information systems, vehicle security alarms and convenience accessories, telematics solutions and multimedia devices primarily for the automotive and commercial vehicle markets.

This segment includes product lines such as vehicle monitoring and tracking devices, driver information systems, security alarms, convenience applications such as parking sensors and rearview cameras, telematics solutions used for fleet management and multimedia devices.

These products improve the performance, safety and convenience features of our customers’ vehicles.

Stoneridge Brazil sells its products through the aftermarket distribution channel, to factory authorized dealer installers, also referred to as original equipment services and direct to OEMs.

Stoneridge Brazil sells its products through the aftermarket distribution channel, direct to OEMs and to factory authorized dealer installers, also referred to as original equipment services.

In addition, monitoring services and tracking devices are sold directly to corporate and individual customers.

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As global demand for our production materials increases, we may have difficulties obtaining adequate production materials from our suppliers to satisfy our customers.

Refer to the Risk Factors for risks related to the current supply chain disruption related to semiconductors and other production materials.

Any extended period for which we cannot obtain adequate production material or which we experience an increase in the price of production material would materially affect our results of operations and financial condition.

Patents, Trademarks and Intellectual Property

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The markets for products in each of our reportable segments have been cyclical.

Because these products are used principally in the production of vehicles for the automotive, commercial, off-highway and agricultural vehicle markets, revenues and therefore results of operations, are significantly dependent on the general state of the economy and other factors, like the impact of environmental regulations on our customers and end market consumers, which affect these markets.

A significant decline in automotive, commercial, off-highway and agricultural vehicle production of our principal customers could adversely affect the Company.

Because these products are used principally in the production of vehicles for the commercial, automotive, off-highway and agricultural vehicle markets, revenues and therefore results of operations, are significantly dependent on the general state of the economy and other factors, like the impact of environmental regulations on our customers and end market consumers, which affect these markets.

A significant decline in commercial, automotive, off-highway and agricultural vehicle production of our principal customers could adversely affect the Company.

Our Control Devices and Electronics segments are moderately seasonal, impacted by mid-year and year-end shutdowns and the ramp-up of new model production at key customers.

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The loss of any significant portion of our sales to these customers, or the loss of a significant customer, would have a material adverse impact on our financial condition and results of operations.

We supply numerous different products to each of our principal customers.

We supply numerous different products to our principal customers.

Contracts with several of our customers provide for supplying their requirements for a particular model, rather than for manufacturing a specific quantity of products.

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Human Capital Management

As of December 31, 2023, Stoneridge employed approximately 4,850 full time and temporary employees in 14 countries, with about 86 % located outside of the United States.

As of December 31, 2024, the Company employed approximately 4,450 full time and temporary employees in 14 countries, with about 85 % located outside of the United States.

Although we have no collective bargaining agreements covering U.S.

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We know that our success is dependent on our employees’ engagement, performance, skills, and development.

To that end, we have established talent management programs at Stoneridge, which include but are not limited to the following:

To that end, we have established talent management programs, which include but are not limited to the following:

• Periodic global employee engagement surveys and subsequent action planning

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We seek diverse sources for candidates and we offer wages and benefits that are competitive in the markets where employees are located.

Stoneridge is committed to creating diverse, equitable and inclusive workplaces that align with our core values and deliver sustainable business success.

The Company is committed to creating diverse, equitable and inclusive workplaces that align with our core values and deliver sustainable business success.

It is our mission to attract, advance and advocate for a diverse workforce that represents the communities around us.

To this end, Stoneridge created a steering committee to drive diversity, equity and inclusion initiatives across its various sites and functions and report on progress to our executive leadership team and Board of Directors.

Additionally, we are challenging and responding to bias and eliminating barriers through fair policies and practices.

We are building an inclusive Stoneridge where all employees can grow, excel, and contribute to our success in a meaningful way.

The Human Resources function at Stoneridge is an active and visible partner to the business at all levels.

We challenge bias and strive to eliminate barriers through fair policies and practices.

We are building an inclusive company where all employees can grow, excel, and contribute to our success in a meaningful way.

Our Human Resources function is an active and visible partner to the business at all levels.

Our Chief Human Resources Officer reports directly to the Chief Executive Officer and interacts frequently with the Company’s Board of Directors.

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58 Chief Accounting Officer

Orsini 54 Chief Procurement Officer

Peter Österberg 55 President of the Electronics Division

Natalia Noblet 47 President of the Electronics Division

Rajaey Kased 45 President of the Control Devices Division

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Hartman served as Corporate Controller of the Company since 2006 and prior to that as Stoneridge’s Director of Internal Audit from 2003.

Orsini, Chief Procurement Officer.

Orsini was appointed Chief Procurement Officer in July 2022.

Prior to that Mr.

Orsini had been employed at Nexteer Automotive as Vice President, Global Chief Supply Management Officer from 2020 until June 2022.

From 2019 to 2020 Mr.

Orsini served as Supply Chain Director at Aptiv and from 2013 to 2019 Mr.

Orsini held various leadership roles at General Motors, most recently Global Commodity Director.

Prior to that Mr.

Orsini held various positions at Rolls-Royce Aerospace and Delphi.

Peter Österberg, President of the Electronics Division.

Österberg was appointed as President of the Electronics Division in March 2022.

Before joining Stoneridge, Peter served as vice president of Supplier Quality and Development at Volvo Group from 2017 to 2022.

Before that, he served in a variety of roles at Volvo including Vice President of Engineering at Volvo CE, Global Director Volvo Powertrain, and other positions with increasing responsibility over time.

Prior to that, he worked at Volvo Cars, both within product development and quality.

Natalia Noblet, President of the Electronics Division.

Noblet was appointed as President of the Electronics Division in September 2024.

Before joining Stoneridge, Ms.

Noblet served as senior vice president EMEA (Europe, Middle East, Africa) region within ZF's Commercial Vehicle Solutions division from 2022 until August 2024.

From 2020 to 2022 Ms.

Noblet held various positions at ZF.

From 2017 to 2020 Ms.

Noblet served as Chief Quality Officer at WABCO.

Rajaey Kased, President of the Control Devices Division.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business