Stoneridge, Inc. 8-K



Washington, D.C. 20549


Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 10, 2005

Stoneridge, Inc.
(Exact name of registrant as specified in its charter)
Ohio   0-13337   34-1598949
(State or other jurisdiction
of incorporation)
File Number)
  (IRS Employer
Identification No.)
9400 East Market Street
Warren, Ohio
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (330) 856-2443


(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Item 1.01 Entry into a Material Definitive Agreement.

     On February 10, 2005, the Compensation Committee of the Board of Directors of Stoneridge, Inc. (the “Company”) approved the annual base salaries (for fiscal year 2005) of the Company’s executive officers after a review of performance and competitive market data. The following table sets forth the annual base salary levels of the Company’s Named Executive Officers (which officers were determined by reference to the Company’s proxy statement, dated March 11, 2005) and of the Company’s Chief Financial Officer (who commenced employment with the Company in September 2004) paid in 2004 and to be paid in 2005:

Name and Position   Year     Base Salary ($)
Gerald V. Pisani,
    2004       417,500  
President and Chief Executive Officer
    2005       510,000  
Edward F. Mosel,
    2004       249,917  
Executive Vice President and
    2005       330,000  
Chief Operating Officer
Joseph M. Mallak,
    2004       72,917  
Vice President and
    2005       270,000  
Chief Financial Officer
Thomas A. Beaver,
    2004       236,000  
Vice President of Global Sales and
    2005       250,000  
System Engineering
Mark J. Tervalon,
    2004       202,974  
Vice President and General Manager
    2005       235,000  
Stoneridge Electronics Group
D.M. Draime,
    2004       200,000  
Chairman of the
    2005       200,000  
Board of Directors

     Also, on February 10, 2005, the Compensation Committee authorized the payment of annual incentive (i.e., bonus) awards to each of the Company’s executive officers in respect of the year ended December 31, 2004. The bonuses paid to the executive officers listed above, other than Joseph M. Mallak, are set forth on the Summary Compensation Table contained in the Company’s proxy statement (Schedule 14A) filed with the Securities and Exchange Commission on March 11, 2005. Mr. Mallak’s bonus for 2004 was $90,000.




     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

  Stoneridge, Inc.

Date: April 1, 2005   /s/ Joseph M. Mallak
Joseph M. Mallak, Vice President and Chief Financial
   Officer (Principal Financial and Accounting Officer)