Form 4: Motorcar Parts of America Chief Manufacturing Officer Reports Routine Equity Award Vesting and Tax-Related Stock Sales

Douglas Earl Schooner, Chief Manufacturing Officer of Motorcar Parts of America, Inc., reported the vesting of restricted and performance-based stock units, along with associated tax-related stock dispositions and new equity grants.

Summary

• Douglas Earl Schooner, Chief Manufacturing Officer of Motorcar Parts of America, Inc. (MPAA), reported several transactions related to his beneficial ownership of company stock.
• On June 20, 2025, Mr. Schooner acquired 1,579 shares of common stock upon the vesting of Restricted Stock Units (RSUs) and an additional 1,738 shares from the vesting of performance-based stock units granted on June 20, 2022.
• On the same day, he disposed of 1,364 shares of common stock at a price of $9.76 per share to cover tax obligations arising from the vesting of RSUs and PSUs.
• Mr. Schooner also received new grants on June 20, 2025, including 13,768 Restricted Stock Units (RSUs) that will vest 1/3 each year for three years starting June 20, 2025, and 6,884 Performance Based Stock Units (PSUs) with vesting contingent on the company's stock price reaching targets of $15, $17, $18, $20, or $22 by July 31, 2028.
• On June 21, 2025, an additional 2,168 shares of common stock were acquired from RSU vesting, and 891 shares were disposed of at $9.76 per share for tax purposes.
• Following these transactions, Mr. Schooner's direct beneficial ownership of common stock stands at 28,956 shares, in addition to 13,768 new RSUs and 6,884 new PSUs, and a remaining balance of 4,337 RSUs from a prior grant.

Sentiment

Score: 6

Explanation: The document reflects routine executive compensation activities, including the vesting of equity awards and new grants. The transactions are expected and do not indicate any unusual positive or negative developments, but the new grants align management incentives with future stock performance, which is generally positive.

Positives

• The Chief Manufacturing Officer acquired a total of 5,485 shares of common stock through the vesting of previously granted Restricted Stock Units (RSUs) and Performance Based Stock Units (PSUs), indicating successful achievement of prior compensation milestones.
• Mr. Schooner received new grants of 13,768 Restricted Stock Units (RSUs) and 6,884 Performance Based Stock Units (PSUs), aligning his incentives with long-term company performance and shareholder value creation.
• The Performance Based Stock Units (PSUs) offer significant upside potential, with vesting percentages increasing if the company's stock price reaches targets up to $22 per share.

Negatives

• A total of 2,255 shares of common stock were disposed of at a price of $9.76 per share to cover tax liabilities associated with the vesting of equity awards, which represents a reduction in direct share ownership.

Risks

• The vesting of the newly granted 6,884 Performance Based Stock Units (PSUs) is contingent upon the company's stock achieving specific price targets ($15, $17, $18, $20, $22) within a defined performance period ending July 31, 2028; failure to meet these targets could result in partial or no vesting of these units.
• The value of the unvested Restricted Stock Units (RSUs) and Performance Based Stock Units (PSUs) is subject to fluctuations in Motorcar Parts of America, Inc.'s stock price.

Future Outlook

The document outlines future vesting schedules for newly granted Restricted Stock Units (RSUs), with 1/3 vesting annually for three years starting June 20, 2025, and for a prior RSU grant with 1/3 vesting annually for three years from June 21, 2024. Additionally, Performance Based Stock Units (PSUs) have a performance period ending July 31, 2028, with vesting contingent on the company's stock price achieving specific targets of $15, $17, $18, $20, or $22.

Industry Context

This SEC Form 4 filing is a routine disclosure of insider transactions, specifically related to executive compensation through equity awards. Such filings are common across all publicly traded industries as a mechanism for transparency regarding management's ownership and incentive alignment. The structure of equity compensation, including RSUs and performance-based units, is a standard practice in many industries to motivate executives and link their compensation to company performance.

Stakeholder Impact

• Shareholders: The vesting and new grants of equity awards align the Chief Manufacturing Officer's interests with shareholder value creation, as a significant portion of his compensation is tied to the company's stock performance.
• Employees: No direct impact on general employees is indicated by this filing, as it pertains specifically to executive compensation.

Next Steps

• Future vesting of 13,768 Restricted Stock Units (RSUs) will occur in 1/3 increments annually, starting June 20, 2025.
• Future vesting of 4,337 remaining Restricted Stock Units (RSUs) will occur in 1/3 increments annually, starting June 21, 2024.
• The Performance Based Stock Units (PSUs) will be subject to vesting assessment based on the company's stock price performance against targets of $15, $17, $18, $20, and $22 per share, with the performance period ending July 31, 2028.

Key Dates

Keywords

SEC Form 4, Insider Transaction, Stock Awards, Restricted Stock Units, Performance Based Stock Units, Executive Compensation, Beneficial Ownership, Motorcar Parts of America, MPAA, Equity Vesting, Tax Withholding