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Capital Stock
 12 Months Ended
Dec. 31, 2024
Equity [Abstract]  
Capital Stock Capital Stock
Controlling Interest by Officers, Directors and Family Members. As of December 31, 2024 and 2023, Steven Berman, the Non-Executive Chairman of the Company, and members of his family beneficially owned approximately 15% and 16%, respectively, of the outstanding shares of our common stock, and could influence matters requiring approval of shareholders, including the election of the Board of Directors and the approval of significant transactions.
Undesignated Stock. We have 50,000,000 shares authorized of undesignated capital stock for future issuance. The designation, rights, and preferences of such shares will be determined by our Board of Directors.
Incentive Stock Plan. Prior to May 16, 2018, we issued stock compensation grants under our 2008 Stock Option and Stock Incentive Plan. On May 16, 2018, our shareholders approved our 2018 Stock Option and Stock Incentive Plan (the “2018 Plan” or the “Plan”), which supersedes our 2008 Stock Option and Stock Incentive Plan. All future stock compensation grants will be issued under the 2018 Plan. Under the terms of the Plan, our Board of Directors may grant up to 1,200,000 shares of common stock in the form of shares of restricted stock, restricted stock units, stock appreciation rights, and stock options, or combinations thereof, to officers, directors, employees, consultants, and advisors. Grants under the Plan must be made on or before the tenth anniversary of the date the Plan was approved. Stock options are exercisable upon the terms set forth in each grant agreement approved by the Board of Directors, but in no event more than ten years from the date of grant. Restricted stock and restricted stock units vest in accordance with the terms set forth in each applicable award agreement approved by our Board of Directors. At December 31, 2024, 329,263 shares were available for grant under the Plan.
Restricted Stock Awards (“RSAs”) and Restricted Stock Units (“RSUs”)
Prior to March 2020, we issued RSAs to certain employees and members of our Board of Directors. Grants were made in the form of time-based RSAs and performance-based RSAs. For all RSAs, we retain the restricted stock, and any dividends paid thereon, until the vesting restrictions have been met. For time-based RSAs, compensation cost is recognized on a straight-line basis over the vesting period and is calculated using the closing price per share of our common stock on the grant date. Compensation cost related to those performance-based RSAs was recognized over the performance period and was calculated using the closing price per share of our common stock on the grant date and an estimate of the probable outcome of the performance conditions as of the reporting date. In 2019, we introduced performance-based RSAs that vest based on our total shareholder return ranking relative to the S&P Mid-Cap 400 Growth Index over a three-year performance period (market condition). For those awards containing a market condition, compensation cost is recognized on a straight-line basis over the performance period and is calculated using the simulated fair value per share of our common stock based on the application of a Monte Carlo simulation model. This valuation technique includes estimating the movement of stock prices and the effects of volatility, interest rates, and dividends.
We issue RSUs to certain employees and members of our Board of Directors. For time-based RSUs, compensation cost is recognized on a straight-line basis over the vesting period and is calculated using the closing price per share of our common stock on the grant date. Performance-based RSUs granted starting in the year ended December 31, 2024 included certain grants that vest based on our total shareholder return ranking relative to the Nasdaq US Benchmark Auto Parts Index over a three-year performance period (market condition), and other grants that vest based upon achievement of return on invested capital targets over a three-year performance period (performance condition).
For performance-based RSUs with a market condition, compensation cost is recognized on a straight-line basis over the performance period and is calculated using the simulated fair value per share of our common
stock based on the application of a Monte Carlo simulation model as discussed in the paragraph above. For performance-based RSUs with a performance condition, compensation cost is recognized over the performance period and is calculated using the closing price per share of our common stock on the grant date and an estimate of the probable outcome of the performance conditions as of the reporting date.
The following table summarizes the weighted average valuation assumptions used to calculate the fair value of total shareholder return performance-based RSUs containing a market condition granted:
For the Year Ended December 31,
202420232022
Share price$90.47 $91.28 $96.36 
Expected dividend yield0.0 %0.0 %0.0 %
Expected stock price volatility33.4 %32.8 %38.3 %
Risk-free interest rate4.4 %4.6 %1.6 %
Expected life2.8 years2.8 years2.8 years
The share price is the Company’s closing share price as of the valuation date. The risk-free interest rate is based on the U.S. Treasury security with terms equal to the expected time of vesting as of the grant date. The weighted-average grant-date fair value of the RSUs containing a market condition granted during the years ended December 31, 2024, 2023, and 2022, were $138.58, $113.15, and $111.31, respectively.
Compensation cost related to performance-based and time-based RSAs and RSUs was $12.3 million, $9.1 million, and $7.2 million in the years ended December 31, 2024, 2023, and 2022, respectively, and was included in selling, general and administrative expenses in the Consolidated Statements of Operations. No cost was capitalized during the years ended December 31, 2024, 2023, and 2022.
The following table summarizes our RSA and RSU activity for the three years ended December 31, 2024:
Shares Weighted
Average Fair Value
Balance at December 25, 2021206,677$85.97 
Granted130,131$96.32 
Vested(55,255)$83.70 
Canceled(42,631)$85.89 
Balance at December 31, 2022238,922$92.07 
Granted112,893$95.34 
Vested(73,169)$80.63 
Canceled(21,092)$85.00 
Balance at December 31, 2023257,554$97.33 
Granted188,620$99.08 
Vested(75,305)$89.84 
Canceled(30,291)$111.29 
Balance at December 31, 2024340,578$97.84 
As of December 31, 2024, there was approximately $18.4 million of unrecognized compensation cost related to unvested RSUs, which is expected to be recognized over a weighted-average period of approximately 1.9 years.
Cash flows resulting from tax deductions in excess of the tax effect of compensation cost recognized in the financial statements are classified as operating cash flows. The excess tax benefit generated from RSAs and RSUs was immaterial for all periods presented.
Stock Options
We grant stock options to certain employees. We expense the grant-date fair value of stock options as compensation cost over the vesting or performance period. Compensation cost charged against income for stock options was $1.6 million, $2.0 million, and $1.7 million in the years ended December 31, 2024, 2023, and 2022, respectively, and was included in selling, general and administrative expense in the Consolidated Statements of Operations. No cost was capitalized during the years ended December 31, 2024, 2023, and 2022.
We used the Black-Scholes option valuation model to estimate the fair value of stock options granted. Expected volatility and expected dividend yield are based on the actual historical experience of our common stock. The expected life represents the period of time that options granted are expected to be outstanding and was calculated using historical option exercise data. The risk-free rate is based on the U.S. Treasury security with terms equal to the expected time of exercise as of the grant date.
There were no stock options granted in 2024. The following table summarizes the weighted-average valuation assumptions used to calculate the fair value of options granted and the associated weighted-average grant-date fair values:
For the Year Ended December 31,
20232022
Expected dividend yield0 %0 %
Expected stock price volatility35 %34 %
Risk-free interest rate4.3 %1.8 %
Expected life of options5.3 years5.3 years
Weighted-average grant-date fair value$35.93 $32.55 
The following table summarizes our stock option activity for the three years ended December 31, 2024:
Shares Option Price
per Share		Weighted
Average
Price		Weighted
Average
Remaining
Terms
(years)		Aggregate
Intrinsic
Value (in thousands)
Balance at December 25, 2021233,396
$61.68– $103.61
$77.85 
Granted79,749
$83.81 – $111.53
$96.96 
Exercised(32,201)
$61.68 – $83.06
$71.74 
Canceled(12,162)
$61.68 – $101.45
$82.19 
Balance at December 31, 2022268,119
$61.68 –$111.53
$84.03 
Granted79,404
$86.63 – $91.28
$91.13 
Exercised(24,297)
$61.68 – $82.94
$72.33 
Expired(7,488)
$81.91 – $101.45
$91.24 
Canceled(4,521)
$82.94– $101.45
$88.52 
Balance at December 31, 2023311,217
$61.68– $111.53
$86.52 
Exercised(65,180)
$61.68 – $111.53
$74.34 
Expired(7,228)
$91.28 – $101.45
$94.71 
Canceled(4,520)
$91.28 – $101.45
$97.64  
Balance at December 31, 2024234,289
$61.68 – $111.53
$89.44 4.6$9,398 
Exercisable at 135,471
$61.68 – $103.61
$85.73 3.9$5,936 
As of December 31, 2024, there was approximately $2.1 million of unrecognized compensation cost related to unvested stock options, which is expected to be recognized over a weighted-average period of approximately 1.9 years.
Cash received from option exercises was $4.7 million, $1.2 million, and $1.0 million in the years ended December 31, 2024, 2023, and 2022, respectively. The tax benefit generated from option exercises was immaterial for all periods presented.
Employee Stock Purchase Plan. Our shareholders approved the Dorman Products, Inc. Employee Stock Purchase Plan (the “ESPP”), which makes available 1,000,000 shares of our common stock for sale to eligible employees. The purpose of the ESPP, which is qualified under Section 423 of the Internal Revenue Service Code of 1986, as amended, is to encourage stock ownership through payroll deductions and limited cash contributions by our employees. These contributions are used to purchase shares of the Company’s common stock at a 15% discount from the lower of the market price at the beginning or end of the purchase window. The two purchase windows are January to June and July to December. There were 28,674 shares, 29,650 shares, and 25,600 shares purchased under this plan during the years ended December 31, 2024, 2023, and 2022, respectively. Compensation cost under the ESPP plan was $1.1 million, $0.4 million, and $0.4 million in the years ended December 31, 2024, 2023, and 2022, respectively. The tax benefit generated from ESPP purchases was immaterial in the years ended December 31, 2024, 2023, and 2022, respectively.
Common Stock Repurchases. We periodically repurchase, at the then current market price, and cancel common stock issued to the Dorman Products, Inc. 401(k) Plan and Trust (the “401(k) Plan”). 401(k) Plan participants can no longer purchase shares of Dorman common stock as an investment option under the 401(k) Plan. Shares are generally purchased from the 401(k) Plan when participants sell units as permitted by the 401(k) Plan or elect to leave the 401(k) Plan upon retirement, termination, or other reasons. The following table summarizes the repurchase and cancellation of common stock:
For the Year Ended December 31,
202420232022
Shares repurchased and canceled18,45713,77823,015
Total cost of shares repurchased and canceled (in thousands)$1,935 $1,160 $2,357 
Average price per share$104.86 $84.22 $102.40 
At December 31, 2024, the 401(k) Plan held 128,666 shares of our common stock.
Share Repurchase Program. Our Board of Directors previously authorized a share repurchase program. Under that program, and subsequent authorizations (the “Existing Program”), the Board authorized the repurchase of up to $600 million of our outstanding common stock through December 31, 2024. At December 31, 2024, $134.6 million was available for repurchase under this program. The Existing Program expired on December 31, 2024, along with all amounts that remained available for use under the Existing Program as of that date.
In October 2024, the Company’s Board of Directors authorized the purchase of up to $500 million of our common stock under a new share repurchase program effective as of January 1, 2025 through December 31, 2027 (the “New Program”).
The New Program will operate just as the Existing Program had operated in that share repurchases may be made from time to time depending on market conditions, share price, share availability, and other factors at the Company’s discretion. The New Program, similar to the Existing Program, will not obligate the Company to acquire any specific number of shares.
The following table summarizes the repurchase and cancellation of common stock:
For the Year Ended December 31,
202420232022
Shares repurchased and canceled855,971201,632180,750
Total cost of shares repurchased and canceled (in thousands)$78,091 $15,333 $17,577 
Average price per share$91.23 $76.05 $97.24 
401(k) Retirement Plans. We have a 401(k) plan that cover substantially all of our employees as of December 31, 2024. Annual company contributions are discretionary in nature, in accordance with the
respective plan documents. Total expense related to the plans was $13.1 million, $9.1 million, and $8.2 million in the years ended December 31, 2024, 2023, and 2022, respectively.