Pay Versus Performance

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to the section “Compensation Discussion and Analysis”.

The following table summarizes the Summary Compensation Table (“SCT”) total and Compensation Actually Paid (“CAP”) to the CEO and the average for the other NEOs:

									Value of Initial Fixed $100 Investment Based On:
Year (a)	Summary Compensation Table Total for CEO⁽¹⁾ (b)		Compensation Actually Paid to CEO⁽²⁾ (c)		Average Summary Compensation Table Total for Non-CEO NEOs⁽³⁾ (d)		Average Compensation Actually Paid to Non-CEO NEOs⁽⁴⁾ (e)		Total Stockholder Return⁽⁵⁾ (f)		Peer Group Total Stockholder Return⁽⁶⁾ (g)		Net Income ($m)⁽⁷⁾ (h)		Adjusted Operating Margin⁽⁸⁾ (i)
2022	$	17,860,730	$	26,562,730	$	5,986,427	$	8,322,000	$	97.64	$	90.88	$	944		10.26	%
2021	$	17,592,090	$	21,424,041	$	5,235,163	$	6,004,222	$	107.51	$	126.06	$	537		10.56	%
2020	$	9,848,772	$	6,664,736	$	2,836,370	$	2,055,230	$	90.80	$	118.70	$	500		9.74	%

⁽¹⁾	The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Lissalde (our Chief Executive Officer) for each corresponding year in the “Total” column of the Summary Compensation Table.

⁽²⁾	The dollar amounts reported in column (c) represent the amount of CAP to Mr. Lissalde, as computed in accordance with Item 402(v) of Regulation S-K. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Lissalde’s total compensation from the SCT for each year to determine CAP:

Year	SCT Total		Deductions from SCT^(a)			Additions to SCT^(b)		CAP
2022	$	17,860,730	$	(12,255,302	)	$	20,957,302	$	26,562,730
2021	$	17,592,090	$	(13,017,485	)	$	16,849,436	$	21,424,041
2020	$	9,848,772	$	(6,364,686	)	$	3,180,650	$	6,664,736

	^(a)	Represents the grant date fair value of equity-based awards granted each year. We did not report a change in pension values for any of the years reflected in this table; therefore, a deduction from the SCT total related to pension value is not needed.

	^(b)	The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (iv) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (v) the dollar value of any dividends or other earnings paid on stock in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:

Year	Year End Fair Value of Equity Awards		Year-over-Year Change in Fair Value of Outstanding and Unvested Equity Awards			Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year			Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year			Value of Dividends Related to Equity Awards		Total Equity Award Adjustments
2022	$	16,365,247	$	4,234,146		$	234,000		$	—		$	123,909	$	20,957,302
2021	$	12,923,641	$	2,055,298		$	3,669,001		$	(1,931,135	)	$	132,631	$	16,849,436
2020	$	7,277,073	$	(3,350,586	)	$	(132,154	)	$	(712,264	)	$	98,581	$	3,180,650

⁽³⁾

The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s named executive officers (NEOs) as a group (excluding Mr. Lissalde, our Chief Executive Officer) in the “Total” column of the SCT in each applicable year. The NEOs included for purposes of calculating the average amounts for 2022 are as follows: Mr. Nowlan, Mr. Fadool, Mr. Demmerle and Ms. Calaway. For 2021 and 2020, Mr. Ericson was also included.

⁽⁴⁾

The dollar amounts reported in column (e) represent the average amount of CAP to the NEOs as a group (excluding Mr. Lissalde), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the amount of compensation realized by the NEOs as a group (excluding Mr. Lissalde) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation from the SCT for the NEOs as a group (excluding Mr. Lissalde) for each year to determine CAP:

Year	Average SCT Total		Deductions from SCT^(a)			Additions to SCT^(b)		Average CAP
2022	$	5,986,427	$	(3,459,940	)	$	5,795,514	$	8,322,000
2021	$	5,235,163	$	(3,192,077	)	$	3,961,136	$	6,004,222
2020	$	2,836,370	$	(1,401,811	)	$	620,671	$	2,055,230

	^(a)	Represents the grant date fair value of equity-based awards granted each year. We did not report a change in pension values for any of the years reflected in this table; therefore, a deduction from the SCT total related to pension value is not needed.

	^(b)	The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (iv) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (v) the dollar value of any dividends or other earnings paid on stock in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:

Year	Average Year End Fair Value of Equity Awards		Year-over-Year Change in Average Fair Value of Outstanding and Unvested Equity Awards			Year-over-Year Change in Average Fair Value of Equity Awards Granted in Prior Years that Vested in the Year			Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year			Average Value of Dividends Related to Equity Awards		Total Average Equity Award Adjustments
2022	$	4,620,356	$	1,115,267		$	26,246		$	—		$	33,645	$	5,795,514
2021	$	3,169,074	$	489,825		$	520,830		$	(258,834	)	$	40,241	$	3,961,136
2020	$	1,602,763	$	(465,589	)	$	(283,335	)	$	(257,407	)	$	24,239	$	620,671

⁽⁵⁾	The Total Stockholder Return shows the value at each year end (including dividend reinvestment, to the extent applicable) of $100 invested in our common stock on January 1, 2020.

⁽⁶⁾	The Peer Group Total Stockholder Return shows the value at each year end (including dividend reinvestment, to the extent applicable) of $100 invested on January 1, 2020, in companies within Standard Industrial Code (“SIC”) 3714 Motor Vehicle Parts.

⁽⁷⁾	The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year.

⁽⁸⁾	Adjusted operating margin is defined in the Compensation Discussion and Analysis and a reconciliation from US GAAP Operating Income is shown in Appendix A. We have selected adjusted operating margin for this table as the financial performance measure we consider most important in linking compensation actually paid to our NEOs for 2022.

PEO Total Compensation Amount

^[2]

$ 17,860,730

$ 17,592,090

$ 9,848,772

Adjustment To PEO Compensation, Footnote [Text Block]

The dollar amounts reported in column (c) represent the amount of CAP to Mr. Lissalde, as computed in accordance with Item 402(v) of Regulation S-K. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Lissalde’s total compensation from the SCT for each year to determine CAP:

Year	SCT Total		Deductions from SCT^(a)			Additions to SCT^(b)		CAP
2022	$	17,860,730	$	(12,255,302	)	$	20,957,302	$	26,562,730
2021	$	17,592,090	$	(13,017,485	)	$	16,849,436	$	21,424,041
2020	$	9,848,772	$	(6,364,686	)	$	3,180,650	$	6,664,736

	^(a)	Represents the grant date fair value of equity-based awards granted each year. We did not report a change in pension values for any of the years reflected in this table; therefore, a deduction from the SCT total related to pension value is not needed.

	^(b)	The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (iv) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (v) the dollar value of any dividends or other earnings paid on stock in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:

Year	Year End Fair Value of Equity Awards		Year-over-Year Change in Fair Value of Outstanding and Unvested Equity Awards			Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year			Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year			Value of Dividends Related to Equity Awards		Total Equity Award Adjustments
2022	$	16,365,247	$	4,234,146		$	234,000		$	—		$	123,909	$	20,957,302
2021	$	12,923,641	$	2,055,298		$	3,669,001		$	(1,931,135	)	$	132,631	$	16,849,436
2020	$	7,277,073	$	(3,350,586	)	$	(132,154	)	$	(712,264	)	$	98,581	$	3,180,650