Wednesday, May 25, 2022 at 8:30 a.m. (EDT)

Live Webcast: www.virtualshareholdermeeting.com/DORM2022

March 24, 2022

The Board currently consists of nine members and has three standing committees: (i) the Audit Committee; (ii) the Compensation Committee; and (iii) the Corporate Governance and Nominating Committee. The Lead Director serves on all three committees.

The Board has determined that the following current directors, constituting a majority of the members of the Board, are independent as defined in the applicable listing standards of the Nasdaq Stock Market, Inc., or Nasdaq: Lisa M. Bachmann, John J. Gavin, Paul R. Lederer, Richard T. Riley, Kelly A. Romano, G. Michael Stakias and J. Darrell Thomas.

Under applicable U.S. Securities and Exchange Commission, or SEC, and Nasdaq rules, the existence of certain “related person” transactions in excess of certain thresholds between a director and the

Company are required to be disclosed and may preclude a finding by the Board that the director is independent. A director is not considered “independent” unless the Board affirmatively determines that the director has no material relationship with us that, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Based on its independence review, the Board determined that no transactions or relationships between the Company and the independent directors or any member of their immediate family (or any entity of which an independent director or an immediate family member is an executive officer, general partner or significant equity holder) were identified which would render the directors named above not independent.

The Board appoints a Chairman, who may be an officer of the Company if the Board determines that is in the best interests of the Company and its shareholders. The Board does not have a policy that requires the separation of the roles of Chief Executive Officer and Chairman of the Board. The Board annually reviews its leadership structure to assess what best serves the interests of the Company and its shareholders at a given time.

Currently, the positions of Chief Executive Officer and Chairman are held by different persons. As our President and Chief Executive Officer, Mr. Olsen is responsible for our day-to-day operations and for executing our long-term strategies. As Executive Chairman of the Board, Mr. Berman devotes most of his time to strategic planning and identifying business growth opportunities.

The Board believes that an appropriate leadership structure depends on the opportunities and challenges facing a company at a given time. The Board believes that the current leadership structure is appropriate for us at this time as it enables us and the Board to continue to benefit from Mr. Berman’s vast experience, skills, expertise, and knowledge of the Company’s business and industry.

The Company and the Board recognize the importance of the additional, effective oversight that is provided by its independent Board members. Under our Corporate Governance Guidelines, if the Chairman is not an independent director, the

members of the Board shall elect an independent director to serve as Lead Director (see description of the Lead Director position below). Accordingly, because Mr. Berman is not “independent” within the meaning of the Nasdaq listing standards, the Board has selected Mr. Lederer, a director who is independent, to serve as our Lead Director.

Each independent director has direct access to our Executive Chairman, our Chief Executive Officer and our Lead Director, as well as other members of the senior management team. The independent directors meet in executive session without management present at least quarterly.

The Lead Director is charged with (i) presiding at all meetings of the Board at which the Executive Chairman is not present, including executive sessions of the independent directors; (ii) serving as a liaison between management and the independent directors; (iii) assisting the Executive Chairman in setting the Board’s schedules, agendas, and information flow; (iv) participating (in conjunction with the Compensation Committee) in the periodic evaluation and performance review of the Chief Executive Officer and other principal officers; (v) communicating Board member feedback to the Chief Executive Officer and Executive Chairman; (vi) recommending to the Board the retention of

advisors and consultants who report directly to the Board; (vii) overseeing (in conjunction with the Corporate Governance and Nominating Committee) the periodic evaluation of the Board and each committee thereof and their respective members; and (viii) performing such other duties as may be delegated by the Board from time to time.

Mr. Lederer currently serves as the Company’s Lead Director. Mr Lederer will retire from the Board following the end of his term, which expires on the day of the annual meeting. The Company expects to appoint a new Lead Director at that time.

General

The Board takes an active role, as a whole and at the committee level, in overseeing the management of the Company’s risks. The Board regularly reviews information regarding the Company’s operations, financial condition, and liquidity, as well as the risks associated with each. The Board has engaged in such oversight and monitoring related to the COVID-19 pandemic, its impact on our business and actions the Company has taken to mitigate associated risks.

Enterprise Risks

The Company’s Audit Committee supervises the management of financial risks and potential conflicts of interests. To assist with the management and oversight of risk, we have implemented an enterprise risk management program (“ERM Program”) to identify, evaluate and manage risks that may affect our ability to execute our corporate strategy and fulfill our business

objectives. The activities of the ERM Program entail the identification, prioritization and assessment of a broad range of risks (e.g., strategic, operational, cybersecurity and information security, financial, legal/regulatory, reputational and market) and the formulation of plans to mitigate their effects. The ERM Program is supported by a Risk Committee made up of members of senior management that evaluates the risks posed to the Company and the Company’s responses to those risks. The Risk Committee performs detailed reviews of the Company’s risks and monitors the Company’s compliance with applicable laws, regulations and frameworks. The Audit Committee oversees managements’ activities with respect to the ERM Program.

Information Security Risks

The Audit Committee, in connection with its oversight of the Company’s ERM Program described

above, reviews and discusses the Company’s information security risks directly with the Company’s Senior Vice President, Chief Information and Digital Officer. These reviews include a discussion of significant threats, risk mitigation strategies, any IT security program assessments and identified improvements.

Compensation Related Risks

The Company’s Compensation Committee is responsible for overseeing the management of risks associated with the Company’s executive compensation plans and arrangements. In designing and implementing our executive compensation program, the Compensation Committee takes into consideration our operating and financial objectives, including our risk profile, and considers executive

compensation decisions based in part on incentivizing our executive officers to take appropriate business risk consistent with our overall goals and risk tolerance.

Governance Risks

The Corporate Governance and Nominating Committee manages risks associated with the independence of the Board and the duties and responsibilities of its members and risks associated with environmental, social and governance (or ”ESG”) matters.

While each committee is responsible for evaluating the risks discussed above, and overseeing the management of such risks, the entire Board is regularly informed through attendance at committee meetings or committee reports about such risks.

The Board takes an active role with management to formulate and review the Company’s corporate strategy on at least an annual basis. Among other items, the Board discusses with management key initiatives, key opportunities and risks facing the Company, emerging competitive threats, changes in

industry and market dynamics, and short- and long-term plans and priorities within the Company’s strategy. Additionally, the Board annually discusses and approves the Company’s budget, which is firmly linked to the Company’s strategic plans and priorities.

We are committed to operating as a responsible global corporate citizen and being an agent of positive change in our local communities. We have adopted several key high-level policy statements that help communicate our priorities around ESG issues, such as a Supplier Code of Ethics, a Human Rights Policy and an Environmental, Health & Safety Policy. We also seek opportunities to enhance the

communities in which we operate through corporate giving and employee volunteering. The Board, through the Corporate Governance and Nominating Committee, oversees the Company’s ESG program. More information regarding the Company’s ESG program can be found on the “Investor Relations” page of the Company’s website at www.dormanproducts.com.

We have a majority vote standard in uncontested director elections. Under our Amended and Restated Articles of Incorporation, in an uncontested election, each director shall be elected by an affirmative majority of the votes cast to hold office until the next annual meeting and until his or her successor is elected and qualified or until his or her earlier death, resignation or removal. Shareholders may vote “for”

or “against” each nominee, or they may “abstain” from voting on a nominee; however, abstentions will have no effect in determining whether the required majority vote has been obtained. In addition, each incumbent nominee is required to provide an advance, contingent and irrevocable resignation that will be effective upon (i) the failure to receive the required vote, and (ii) Board acceptance of such

resignation. If an incumbent director fails to receive the required vote for re-election, the Corporate Governance and Nominating Committee will act on an expedited basis to determine whether to accept the director’s resignation and will submit such recommendation for prompt consideration by the Board. The Board will act on the Corporate Governance and Nominating Committee’s recommendation and publicly disclose its decision and the rationale behind it within 90 days from the date of the certification of the election results. The

Board expects the director whose resignation is under consideration to abstain from participating in any decision regarding that resignation. The Corporate Governance and Nominating Committee and the Board may consider any factors they deem relevant in deciding whether to accept a director’s resignation. In contested elections (those where the number of nominees exceeds the number of directors to be elected), a plurality vote standard applies.

Our Corporate Governance Guidelines provide that an independent Board member must notify the Corporate Governance and Nominating Committee if there is a significant change in that Board member’s principal occupation. If, in the Board member’s reasonable discretion, the change results in his or her ineligibility to perform the function of a Board member, he or she must also offer his or her

resignation for consideration by the Corporate Governance and Nominating Committee. The Corporate Governance and Nominating Committee will consider such factors as it deems relevant in determining whether to recommend that the offer of resignation be accepted and will present its recommendation to the Board for action.

During the fiscal year ended December 25, 2021, the Board held 9 meetings, the Audit Committee held 5 meetings, the Compensation Committee held 3 meetings and the Corporate Governance and Nominating Committee held 5 meetings. During fiscal 2021, each incumbent director attended at least

75% of the aggregate of (1) the total number of meetings of the directors which were held during the period for which the director was a director, and (2) the total number of meetings held by all committees of which the director was a member during the period that the director served.

It is the policy of the Board that, absent sufficient cause, all of our directors attend our annual meeting, either in person or by remote communication. A director who is unable to attend the Company’s

annual meeting is expected to notify the Executive Chairman. All of our then directors attended last year’s annual meeting.

Shareholders may communicate with the Board or any individual director by sending a letter addressed to the Board or the individual director c/o Secretary, Dorman Products, Inc. at our principal executive offices: 3400 East Walnut Street, Colmar, Pennsylvania 18915. In the letter, the shareholder

must identify himself or herself as a shareholder of the Company. The Secretary may require reasonable evidence that the communication is being made by or on behalf of a shareholder before the communication is transmitted to the individual director or to the Board.

The Audit Committee assists the Board in the oversight of several matters, including, but not limited to, the accounting and financial reporting processes of the Company, the audits of the financial statements of the Company, internal control over financial reporting, the independent auditor’s qualifications, independence and performance, the Company’s compliance with legal and regulatory requirements, and other matters determined by the Board from time to time. The Audit Committee also selects the firm to be engaged as the independent auditor, approves the fees to be paid to such firm and pre-approves all professional services provided to the Company by such firm. In addition, among other things, the Audit Committee reviews and discusses the Company’s annual and quarterly financial statements with management and the independent auditor; reviews with the independent auditor any audit problems or difficulties and management’s response; reviews and discusses with the independent auditor a draft of the auditor’s report; oversees the Company’s internal audit function; reviews and discusses with management the Company’s earnings press releases; discusses Company policies with respect to risk assessment and risk management; approves all related party

transactions required to be disclosed by SEC rules; and establishes procedures for (i) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and (ii) the confidential, anonymous submission by Company employees of concerns regarding questionable accounting or auditing matters. The responsibilities of the Audit Committee are further described in the Audit Committee Charter, which was adopted by the Board and a copy of which is available on the Company’s website at www.dormanproducts.com and accessible via the “Investor Relations” page.

As of the date of this proxy statement, Richard T. Riley (Chairman), Lisa M. Bachmann, John J. Gavin, Paul R. Lederer, Kelly A. Romano, G. Michael Stakias and J. Darrell Thomas serve on the Audit Committee. Each member of the Audit Committee, in the opinion of the Board, is independent as defined under the applicable SEC rules and the listing standards of Nasdaq. The Board has determined that each of Messrs. Riley, Gavin, Stakias and Thomas qualifies as an audit committee financial expert as defined by the rules of the SEC.

The Compensation Committee is responsible for annually reviewing and approving the compensation of our Chief Executive Officer and all of our other executive officers. The Chief Executive Officer is not present during the discussion and approval of his compensation. In addition, among other things, the Compensation Committee is responsible for: reviewing, approving and, when appropriate, recommending to the Board for approval, employment agreements, consulting agreements and severance arrangements for current and prospective executive officers and directors as well as the Company’s incentive compensation plans and equity-based plans; reviewing and discussing with management the Company’s Compensation

Discussion and Analysis for inclusion in the annual proxy statement; overseeing the Company’s compliance with SEC rules and regulations regarding shareholder advisory votes on executive compensation and the frequency of such votes; periodically reviewing the compensation paid to non-employee directors for their service and making recommendations to the Board for any adjustments; approving and monitoring compliance with stock ownership guidelines and holding requirements for directors and executive officers of the Company; overseeing the risk management process with respect to the Company’s compensation policies; overseeing Chief Executive Officer and executive management succession planning; and approving

the implementation or revision of any clawback policy allowing the Company to recoup compensation paid to executive officers and other employees. The responsibilities of the Compensation Committee are further described in the Compensation Committee Charter, which was adopted by the Board and a copy of which is available on the Company’s website at www.dormanproducts.com and accessible via the “Investor Relations” page.

As of the date of this proxy statement, John J. Gavin (Chairman), Lisa M. Bachmann, Paul R. Lederer, Richard T. Riley, Kelly A. Romano, G. Michael Stakias and J. Darrell Thomas serve on the Compensation Committee. Each member of the Compensation Committee, in the opinion of the Board, is independent as defined under the applicable SEC rules and the listing standards of Nasdaq.

The Corporate Governance and Nominating Committee is responsible for carrying out the responsibilities delegated by the Board relating to the Company’s director nomination process, for developing and assessing the Company’s Corporate Governance Guidelines and policies and for any related matters required by the federal securities laws.

In addition, among other things, the Corporate Governance and Nominating Committee is charged with: periodically making recommendations to the Board regarding the size and composition of the Board and the criteria for the selection of individuals to be considered as candidates for election to the Board; identifying and screening individuals qualified to become members of the Board; considering questions of independence and possible conflicts of interest of members of the Board and executive officers; annually reviewing the composition of each Board committee and presenting recommendations for committee memberships to the Board; overseeing director orientation and continuing education programs; reviewing shareholder proposals relating

to director nominations and related governance matters; and developing the process for, and overseeing, an annual evaluation of the Board and its committees. The Corporate Governance and Nominating Committee also oversees the Company’s ESG program. The responsibilities of the Corporate Governance and Nominating Committee are further described in the Corporate Governance and Nominating Committee Charter, which was adopted by the Board and a copy of which is available on the Company’s website at www.dormanproducts.com and accessible via the “Investor Relations” page.

As of the date of this proxy statement, G. Michael Stakias (Chairman), Lisa M. Bachmann, John J. Gavin, Paul R. Lederer, Richard T. Riley, Kelly A. Romano and J. Darrell Thomas serve on the Corporate Governance and Nominating Committee. Each member of the Corporate Governance and Nominating Committee, in the opinion of the Board, is independent as defined under the applicable SEC rules and the listing standards of Nasdaq.

The Corporate Governance and Nominating Committee is responsible for, among other matters, annually presenting to the Board a list of individuals recommended for nomination for election as directors at the annual meeting. The Corporate Governance and Nominating Committee identifies and screens candidates for the Board and has the authority as it deems appropriate to retain a professional search firm to identify and evaluate director candidates.

Before recommending a director candidate, the Corporate Governance and Nominating Committee reviews his or her qualifications to determine

whether the director candidate meets the qualifications described below. In the case of an incumbent director, the Corporate Governance and Nominating Committee also reviews the director’s service to the Company during the past term, including the number of Board and committee meetings attended, the quality of participation and whether the candidate continues to meet the qualifications for director as described below. After completing this evaluation, the Corporate Governance and Nominating Committee makes a formal recommendation to the full Board as to election or re-election of the candidate.

In order to be nominated for director, a director candidate must be a natural person at least eighteen (18) years of age. Characteristics expected of all directors include: integrity, high personal and professional ethics, sound business judgment, and the ability and willingness to commit sufficient time to the Board. In evaluating the suitability of individual Board members, the Board considers many factors, including capability, experience, diversity, skills, expertise, dedication, conflicts of interest, independence from the Company’s management and the Company, and such other relevant factors that may be appropriate in the context of the needs of the Board.

The Board evaluates each individual in the context of the Board as a whole, with the objective of recommending a group that can best perpetuate the success of the Company’s business and represent shareholder interests through the exercise of sound judgment, using its diversity of experience. Accordingly, the Board believes that the Board, as a whole, should include members who collectively bring the following strengths and backgrounds to the Board:

Additional criteria apply to directors being considered to serve on particular committees of the Board. For example, members of the Audit Committee must meet additional standards of independence and have the ability to read and understand our financial statements.

The Corporate Governance and Nominating Committee uses a variety of methods to identify and evaluate nominees for director. Candidates may come to the attention of the committee through current and former Board members, management, professional search firms (to whom we pay a fee), shareholders or other persons. The Corporate Governance and Nominating Committee evaluates candidates for the Board on the basis of the needs of the Board, the interests of its key stakeholders and the standards and qualifications set forth above,

regardless of the source of the candidate referral. Although the Company does not have a formal policy with regard to the consideration of diversity, the Board takes into account the current composition and diversity of the Board (including diversity with

respect to race, gender, national origin and ethnicity) and the extent to which a candidate’s particular expertise and experience will complement the expertise and experience of other directors.

Any shareholder wishing to recommend a candidate for director should submit the recommendation in writing to our principal executive offices: Dorman Products, Inc., 3400 East Walnut Street, Colmar, Pennsylvania, 18915, Attn: Secretary. The

recommendation must include the same information that would be required for a candidate to be nominated by a shareholder at a meeting of shareholders as described under “Shareholder Proposals” on page 76.

Shareholders who wish to propose a director nominee at an annual meeting must follow the advance notice procedures contained in our Amended and Restated By-laws, which include notifying the Secretary of the Company not earlier than the close of business on the 120th calendar day, and not later than the close of business on the 90th calendar day, prior to the first anniversary of the immediately preceding year’s annual meeting. If an annual meeting was not held in the prior year or the annual meeting is called for a date that is more than 30 calendar days earlier or more than 60 calendar days later than the anniversary date of the prior year’s annual meeting, to be timely, the shareholder nomination notice must be delivered to or received by the Secretary of our Company at our principal executive offices, no earlier than the close of business on the 120th calendar day prior to the date of the scheduled annual meeting and not later than

the close of business on the later of the 90th calendar day prior to the date of the scheduled annual meeting or, if the first public disclosure of the date of the scheduled annual meeting is less than 100 calendar days prior to the date of the scheduled annual meeting, the 10th calendar day following the day on which public disclosure of the date of the scheduled annual meeting is first made by us. The notice must contain all of the information required in our Amended and Restated By-laws. Based on this year’s annual meeting date of May 25, 2022, a notice will be considered timely for the 2023 Annual Meeting of Shareholders if the Secretary of our Company receives it not earlier than the close of business on January 25, 2023 and not later than the close of business on February 24, 2023. Please see “Shareholder Proposals” on page 76 for additional information.

Our non-employee director compensation program is designed to provide competitive compensation to attract and retain high-quality outside directors. Our Compensation Committee periodically reviews the compensation of our non-employee directors and makes recommendations to our Board for adjustments. As part of this review, the Compensation Committee may solicit the input of outside compensation consultants. Our non-employee director compensation program in fiscal 2021 was structured by the Compensation Committee following a review with Meridian Compensation Partners, LLC, referred to as “Meridian,” an independent compensation consultant. For 2021, the program consisted of the following components:

Our non-employee director compensation program is subject to an annual aggregate limit on compensation, which provides that the cash fees paid during any calendar year and the value of equity awards as determined on the date of grant for each non-employee director may not exceed $500,000.

In October 2021, following a competitive benchmarking exercise conducted by Meridian, and on the recommendation of our Compensation Committee, our Board approved the following amendments to our non-employee director compensation program: (i) increasing the annual cash retainer from $75,000 to $80,000; and (ii) increasing the grant date value of the annual equity awards of restricted stock units from $110,000 to $125,000. The amendments are effective for fiscal 2022 and beyond. All other terms and conditions of the program remain unchanged.

Our non-employee directors are subject to stock ownership guidelines that require each of them to own shares of our common stock having an aggregate value at least equal to five times the amount of the annual cash retainer that we pay them for regular service on the Board (not including any cash compensation paid for services as Lead Director or chair of a Board committee). Each non-employee director is required to comply with the guidelines, as amended, within five years following his or her date of first election to the board, or, if later, January 1, 2020. As of the date of this proxy statement, all of our

non-employee directors comply or have additional time in which to comply with these guidelines.

See “Executive Compensation: Compensation Discussion and Analysis — Stock Ownership Guidelines” on page 42 for a description of the stock ownership guidelines applicable to Messrs. Berman and Olsen and for a description of the shares that are counted for purposes of determining whether a director is in compliance with these stock ownership guidelines.

As described in detail under the heading “Executive Compensation: Compensation Discussion and Analysis — Executive Compensation Philosophy and Objectives” (see page 29 of this proxy statement), our executive compensation program is designed to promote the successful implementation of our annual strategic plan as approved by the Board as well as long-term growth and profitability of the Company, which is intended to enhance shareholder value. Our overall executive compensation program is designed to achieve the following objectives:

Additional details about our executive compensation programs, including information about executive compensation for the fiscal year ended December 25, 2021, are described under the section entitled “Executive Compensation: Compensation Discussion and Analysis” and “Executive Compensation: Compensation Tables.”

As required by Section 14A of the Exchange Act, we are asking our shareholders to vote to approve, on an advisory (non-binding) basis, the compensation of our named executive officers as disclosed in this proxy statement. This proposal, commonly known as a “say-on-pay” proposal, gives our shareholders the opportunity to express their views on the compensation of our named executive officers. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the principles, policies and practices described in this proxy statement. Accordingly, the following resolution is submitted for shareholder vote at the annual meeting:

“RESOLVED, that the shareholders of Dorman Products, Inc. approve, on an advisory basis, the compensation of its named executive officers as disclosed in its 2022 Proxy Statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables regarding named executive officer compensation and the narrative disclosures that accompany the compensation tables.”

The say-on-pay vote is advisory, and therefore not binding on the Company, the Compensation Committee or our Board. Our Board and our Compensation Committee value the opinion of our shareholders and, to the extent there is any significant vote against the compensation of our named executive officers as disclosed in this proxy statement, we will consider our shareholders’ concerns and the Compensation Committee will evaluate whether any actions are necessary to address those concerns.

In keeping with the preference expressed by our shareholders at our 2017 Annual Meeting of Shareholders, our Board has adopted a policy of holding say-on-pay votes every year until the Company is required to hold another advisory vote

on the frequency of say-on-pay votes, which will occur no later than our 2023 Annual Meeting of Shareholders. The next say-on-pay vote will occur at our 2023 Annual Meeting of Shareholders.

Our independent registered public accounting firm for the fiscal year ended December 25, 2021 was the firm of KPMG LLP (“KPMG”). The Audit Committee has appointed KPMG as our independent registered public accounting firm for the fiscal year ending December 31, 2022. A representative of KPMG is expected to attend the annual meeting and to have the opportunity to make a statement, if he desires to do so, and is expected to be available to respond to appropriate questions.

The Audit Committee, with the endorsement of the Board, recommends that you ratify that appointment. Although ratification is not required by our Amended

and Restated By-laws or otherwise, we are submitting the selection of KPMG to you for ratification as a matter of good corporate practice. If the selection is not ratified by a majority of the votes cast on this proposal at the annual meeting, our Audit Committee will consider whether it is appropriate to select another registered public accounting firm. Even if the selection is ratified, our Audit Committee in its discretion may select a different registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and our shareholders.

The following discussion provides an analysis of our compensation program for our executive officers named in the Summary Compensation Table below, or the “named executive officers,” and discusses the material factors involved in our decisions regarding their compensation. These named executive officers are:

For biographical information regarding our named executive officers please see “Part I — Item 4.1 Information about Our Executive Officers” of our Annual Report on Form 10-K for the fiscal year ended December 25, 2021. The following discussion cross-references those specific tabular and narrative disclosures that appear following this subsection where appropriate. This Compensation Discussion and Analysis should be read in conjunction with such tabular and narrative disclosures.

Like many other businesses, Dorman and its Contributors, customers and suppliers continued to be impacted by the COVID-19 pandemic in 2021. Among other things, we continued to experience broad-based inflationary cost impacts due to global transportation and logistics constraints as well as material commodity and wage rate pressures. We also experienced an increasingly competitive labor market, especially in our manufacturing and distribution centers. We implemented a number of measures to adjust our operations in response to the pandemic. Our management team worked creatively to navigate the pandemic and the challenges of leading a business in such a demanding and fluctuating environment, and, as a result of their efforts and the efforts of our entire organization, we achieved record high net sales for the Company in 2021.

The COVID-19 pandemic could significantly impact 2022 financial results and compensation outcomes, and certain aspects of our compensation programs may later be revised or modified once the Compensation Committee has had the opportunity to fully evaluate the impact of the COVID-19 pandemic on our business.

We are committed to pay for performance. Our executive compensation program is designed to support our business goals and promote profitable growth of the Company and growth in shareholder value. Total compensation for each named executive

officer varies with individual performance and the Company’s performance in achieving financial objectives. Our fiscal 2021 financial results include the following highlights:

Our executive compensation program is designed to promote the successful implementation of our annual strategic plan as approved by the Board as well as long-term growth and profitability of the Company, which is intended to enhance shareholder value. Our overall executive compensation program is designed to achieve the following objectives:

We believe that our program focuses management’s attention on achieving both annual performance targets and profitable growth over the long term.

We believe it is important that our executive compensation program be competitive and attractive when compared to the compensation programs of peers within our industry with which we compete for executive talent. We must be able to attract and retain skillful and knowledgeable management to lead the Company and position the Company for future growth while at the same time being mindful of our responsibility to shareholders to manage costs. Our compensation philosophy reflects a

commitment to compensate executives competitively with other companies in the industry while rewarding specific executives for achieving levels of operational excellence and financial returns that seek to ensure positive short- and long-term business performance and growth in shareholder value.

We believe that an executive’s total direct compensation should generally reflect the executive’s experience, skill, knowledge, responsibility and individual contributions to the overall success of the Company.

Typically, an executive’s total direct compensation will increase to reflect changes in the executive’s functional role and the ability of the executive to affect our performance results. As position and

responsibility increase within the Company, a greater portion of the executive’s total direct compensation generally becomes variable.

We believe that variable compensation is an excellent way to encourage our executive officers to act in the best interests of our shareholders and to create an environment of shared risk between our executive officers and our shareholders, particularly equity-based variable compensation. We may provide our executive officers with equity awards in connection with our new hire process, for promotions and for retention. In addition, we may provide our executive officers with long-term incentives in the form of stock options and performance or time-based restricted stock units.

In 2021, each named executive officer's total pay mix was substantially focused on variable compensation, in the form of annual cash incentive and long-term equity incentive awards. The annual cash incentive opportunity tied compensation to key Company performance metrics that, while measured annually, support our long-term strategic goals. The mix of 2021 long-term equity incentive awards was comprised of time-based restricted stock units, performance-based restricted stock units tied to metrics over a three-year performance period, and stock options. We believe this "portfolio approach" to equity incentive awards provides a specific focus on retention through time-based restricted stock units, performance orientation through performance-based restricted stock units and direct shareholder alignment through stock options. The performance-based restricted stock units represented the largest portion of long-term equity incentive awards and are

tied to key Company performance metrics that support our long-term strategic goals. The value of each type of equity award is linked, in part, to growth in our share price; thereby aligning the interests of our named executive officers with those of our shareholders.

As the charts below show, our pay mix places greater emphasis on performance-based long-term and short-term incentives, which are not guaranteed. For purposes of this discussion, target total direct compensation means the sum of base salary, target annual performance-based cash incentive compensation, and target performance-based long-term incentive compensation. Note that the target percentages reflected in the charts are based on target compensation amounts and therefore may not match the values reflected in the Summary Compensation Table on page 47.

As outlined in the Compensation Committee Charter, the Compensation Committee is responsible for reviewing and approving the compensation for our named executive officers on an annual basis (subject to the terms of any applicable employment agreements).

Among other things, the Compensation Committee fulfills its responsibility by (i) establishing corporate objectives that must be met in order for certain elements of executive compensation to be earned, (ii) establishing the individual performance goals and objectives of the Chief Executive Officer and the Executive Chairman, (iii) reviewing the individual performance goals and objectives established by the Chief Executive Officer for the other named executive officers, and (iv) evaluating named executive officer performance against their respective individual performance goals and objectives and setting compensation levels based on that evaluation.

With respect to corporate performance, at the beginning of each year the Compensation Committee works with management to establish Company performance targets and objectives that must be met for the one-year period (in the case of short-term incentives) and the three-year period (in the case of certain long-term incentives) in order for certain elements of named executive officer compensation to be earned. Company targets and objectives may include items such as net sales growth, pre-tax income growth and other similar measures. Following the completion of each year, the Compensation Committee reviews and determines whether those Company targets and objectives have been achieved.

With respect to individual performance, the Compensation Committee assesses the performance of each of the Chief Executive Officer and the Executive Chairman against the individual performance measures that the Compensation Committee established for them. With respect to the other named executive officers, the Chief Executive Officer provides the Compensation Committee with his evaluation of the performance of each of the other named executive officers, and, based on that assessment, he recommends changes to salary and bonus levels and

the amount of equity awards (if any), for consideration by the Compensation Committee.

Compensation decisions for each individual named executive officer are the result of the subjective analysis of various factors, including the named executive officer’s performance, long-term potential, responsibilities, experience, skills, tenure with the Company, historical compensation amounts, competitive pay practices generally, the financial performance of the Company and general economic conditions. In making individual compensation decisions, the Compensation Committee relies on the judgment and experience of its members as well as information that was reasonably available to committee members, including, but not limited to, comparable company data. In addition to these factors, the Compensation Committee also considers internal comparisons of pay within the executive group.

The Compensation Committee also reviews and approves and, where appropriate, recommends to the Board for its approval, any executive employment agreements or amendments, severance arrangements, change in control arrangements, and any special or supplemental benefits for the Chief Executive Officer, the Executive Chairman and other named executive officers, in each case as, when, and if it deems appropriate.

The Compensation Committee also approves participation in, and all incentive awards, grants and related actions under, our equity plans for our Chief Executive Officer, our Executive Chairman and our other named executive officers. In addition, the Compensation Committee approves Company contributions, if any, to the 401(k) Retirement Plan, administers the Dorman Products, Inc. Non-Qualified Deferred Compensation Plan, referred to as the “Non-Qualified Deferred Compensation Plan,” administers our cash incentive plans in which our executive officers are participants, certifies payments related to performance-based compensation awarded to our named executive officers and administers the Dorman Products, Inc. Executive Severance Plan, referred to as the “Severance Plan.”

The Compensation Committee has the authority under its charter to retain compensation consultants to assist in carrying out its responsibilities. The Compensation

Committee has from time to time retained consultants to provide independent advice on executive compensation and to perform specific tasks as

requested by the Compensation Committee. Any such consultant reports directly to the Compensation Committee. The Compensation Committee reviews and assesses the independence and performance of any consultant then-engaged on an annual basis in order to confirm that the consultant is independent and meets all applicable regulatory requirements.

The Compensation Committee engaged Meridian Compensation Partners, LLC, or “Meridian,” as its

independent compensation consultant for fiscal 2021. The Compensation Committee assessed the independence of Meridian pursuant to SEC rules and in accordance with Nasdaq listing standards, noting that Meridian does not provide any services to the Company other than advice for the Compensation Committee regarding executive and director compensation, and concluded that no conflict of interest exists.

In preparing its recommendations for the Compensation Committee, Meridian, among other things:

The Compensation Committee references comparator peer group data to assess the competitiveness of the Company’s executive officer compensation program. The Compensation

Committee selects the Company’s peer group using a balanced approach that focuses on companies of similar size (revenue, net income, market capitalization and/or enterprise value) and in the same or adjacent sectors (industry/business competitors). For fiscal 2021, the Company’s peer group for compensation purposes consisted of the companies identified in the table that follows.

The Compensation Committee considers size adjusted general industry survey data as the primary reference and peer group data only as a guidepost to its evaluation of proposed compensation amounts, and there is no mandate that any actual compensation paid must fall within any set range. The Compensation Committee and the Board believe that using the market comparative data in this manner is useful in establishing an appropriate and competitive compensation structure.

Base salary reflects amounts paid during the year to our named executive officers as direct compensation for their services to the Company. We also use our base salary to attract and retain top quality executives and managers from other companies. We may increase base salaries from time to time to reward our named executive officers for their individual performance, to encourage them to achieve higher levels of performance, and for promotion and retention purposes. Base salaries and increases to base salaries recognize individual performance, the amount of experience, the importance of, and skills required in, the named executive officer’s position, responsibilities, expected contributions of each named executive officer and market competitive factors.

Effective February 21, 2021, the Compensation Committee authorized base salary increases ranging from approximately 3% to 11.1% for our named executive officers. The fiscal 2021 base salaries of our named executive officers are set forth in the table below.

The 2021 base salaries of Messrs. Berman and Olsen were initially negotiated as part of their employment agreements, with such base salaries being subject to increase but not decrease from time to time by the Compensation Committee. See “Executive Compensation: Compensation Tables – The

Components of Executive Officer Compensation – Employment Agreements.” Base salaries of the other named executive officers were set upon hire or promotion and are annually set at levels that we determine adequately reward and retain capable executives. The Company does not target any specific quartile of any compensation survey data for total compensation or any component of total compensation.

We use annual performance-based cash bonuses to reward eligible employees at the manager level and above, including our named executive officers, for the successful achievement of the Company’s annual financial performance objectives. The Compensation Committee believes that performance-based cash bonuses assist the Company in motivating and retaining executive talent whose abilities and leadership skills are critical to the Company’s long- term success.

The annual cash bonus for fiscal 2021 for all of our named executive officers was based on our fiscal 2021 growth in (i) adjusted pre-tax income, and (ii) net sales. Each performance goal was assigned a weighting – 75% for adjusted pre-tax income, and 25% for net sales. The Company performance metrics operate independently.

The Compensation Committee believes that basing performance on growth in adjusted pre-tax income and net sales focuses management’s attention on revenue growth and profitability, which are key drivers in building shareholder value. The Compensation Committee believes the design of the fiscal 2021 annual performance-based cash bonus

aligns the performance measures to the Company’s strategic plan and incentivizes management to focus on achieving financial goals that are aligned with the Company’s operating budget.

For fiscal 2021, “adjusted pre-tax income” means the Company’s consolidated income before income taxes for fiscal 2021 determined in accordance with generally accepted accounting principles (“GAAP”), excluding the following items: (a) items generally excluded from earnings per share and earnings before interest, taxes, depreciation and amortization, or EBITDA, by the Company or institutional investors or analysts when evaluating the Company’s performance, such as one-time gains or losses from asset sales, dispute or litigation charges or recoveries, impairment charges, acts of God, restructuring charges and other non-GAAP adjustments, but including normal provisions for slow moving and obsolete inventory and accounts receivable, (b) the impact of any acquisitions, divestitures, discontinuance of business operations, or restructuring and (c) the cumulative effect of any accounting changes. In addition, for fiscal 2021, the impact of the Dayton Parts acquisition was excluded from net sales for purposes of calculating the annual cash bonuses for that year.

For fiscal 2021, our Compensation Committee set threshold, target, and maximum performance-based cash bonus award levels based on our annual operating budget. There would be no annual cash bonus payout with respect to any Company performance metric for which actual Company performance did not meet the threshold level. Payout at threshold would be at 50% of target. Achievement between specified Company performance levels would result in a payout based on linear interpolation. In addition, the annual cash bonus award had a cap of 200% of the target annual incentive opportunity for such performance measure as a maximum award level for each of our named executive officers. Set forth below are the fiscal 2021 annual cash bonus target awards for each of our named executive officers.

Annual cash bonus awards are payable pursuant to the terms of the Company’s 2018 Cash Bonus Plan, or the “2018 Cash Plan,” which was adopted in March 2018 by the Board. The purpose of the 2018 Cash Plan is to align officers’ and other employees’ efforts with the strategic goals of the Company through competitive annual incentive opportunities. The 2018 Cash Plan is administered by the Compensation Committee.

The Compensation Committee has the power to grant awards under the 2018 Cash Plan, to determine the amount of cash to be paid pursuant to each award and to establish the terms and conditions of each award. Awards may provide for payment in installments or upon the satisfaction of qualitative or quantitative performance standards, on an individual, divisional or Company-wide basis, as determined by the Compensation Committee. Each participant in the 2018 Cash Plan is eligible to receive payment of the award only after certification by the Compensation Committee that such targets have been satisfied. Final payments with respect to awards vary based on the level of achievement measured against the predetermined performance measures. The Compensation Committee has the discretion to reduce or eliminate the amount otherwise payable to a participant if it determines that such a reduction or elimination is in the best interests of our Company. The maximum aggregate bonus amount that may be paid in any single year to any participant under the 2018 Cash Plan is $2,000,000. All awards under the 2018 Cash Plan are subject to the provisions of any clawback or recoupment policy approved by the Board and/or the Compensation Committee, as such policy may be in effect from time to time.

The table below shows the annual performance-based cash bonuses issued by the Compensation Committee for fiscal 2021 in light of fiscal 2021 financial performance.

Such annual cash bonuses were paid in the first quarter of fiscal 2022. The Compensation Committee believes that the awards made were appropriately

above the target amount given the Company’s financial results as well as the outstanding performance of the management team to navigate the COVID-19 pandemic and the challenges of leading a business in such a demanding and fluctuating environment.

Compensation may be awarded to our named executive officers in the form of equity-based awards. Equity awards are designed to focus our named executive officers on our key long-term financial and strategic objectives and encourage them to take into account our and our shareholders’ long-term interests through ownership of our common stock. Awards made under our equity plans recognize a named executive officer’s contribution to our overall corporate performance and provide a financial incentive to him or her to achieve our long-term goals.

We provide our named executive officers with long-term incentives in the form of stock options with time-based vesting and grants of restricted stock units with time and performance-based vesting. Prior to 2020, we also provided certain of our named executive officers with long-term incentives in the form of grants of restricted stock with performance-

based and time-based vesting. The time-based element of our equity awards has been structured as an incentive for continued employment and to align the interests of our named executive officers with those of shareholders. The performance-based restricted stock and restricted stock unit awards reinforce our commitment to a pay for performance philosophy as awards are only earned if specific levels of corporate performance are achieved.

We also may grant equity awards to named executive officers in connection with commencement of employment and for promotions. Prior to the adoption of the Dorman Products, Inc. Policy Regarding the Granting of Equity-Based Compensation Awards on December 10, 2020, we made such equity grants on or soon after the initial date of hire or date of promotion. The amount and type of each such equity award may vary from executive to executive depending on the particular circumstances. Typically, the amount of the equity

award is based upon, among other things, the experience, expertise and responsibility of each named executive officer, the financial performance of the Company and such other factors as deemed appropriate, consistent with our previously described compensation philosophy. In addition, with respect to new hires, we believe an initial grant serves to help attract new executives.

All equity awards issued to our named executive officers in fiscal 2021 were issued pursuant to the Dorman Products, Inc. 2018 Stock Option and Stock Incentive Plan, or the “2018 Plan.” For fiscal 2021, the Company issued a mix of long-term incentive equity-based awards to our named executive officers. The mix for each named executive officer’s annual equity grant was comprised of performance-based restricted stock units (50%), time-based restricted stock units (25%), and non-qualified stock options (25%). In 2020, the Company began granting restricted stock units instead of restricted stock awards because restricted stock units (i) are not outstanding, (ii) do not have voting rights until vesting and (iii) are not eligible for 83(b) elections. The performance-based restricted stock units represent the largest portion of the long-term equity incentive awards to reinforce performance orientation and alignment with shareholders.

The Compensation Committee may adjust on a year-over-year basis equity grant levels of our named executive officers annually based on a number of factors including but not limited to market competitiveness and retention. See the Grants of Plan-Based Awards for Fiscal 2021 table on page 49 for more information.

Under the Dorman Products, Inc. Policy Regarding the Granting of Equity-Based Compensation Awards, subject to certain exceptions, annual incentive awards are made in March of each year. Any off-cycle awards, for promotions, retention and newly-hired

employees, for example, generally are made on the first day of each month. The Compensation Committee adopted the policy to help ensure consistent practices in connection with grants of equity awards.

On March 2, 2021, the Company awarded our named executive officers options to purchase shares of our common stock as part of the Company’s annual grant cycle. All of such stock options vest 25% per year, beginning with the first anniversary of the date of grant, and expire on the eighth anniversary of the date of grant. Such stock options have value to the recipient only if the Company’s stock price appreciates, which the Compensation Committee believes enhances our pay-for-performance philosophy of executive compensation.

The number of shares of our common stock subject to options awarded to our named executive officers in fiscal 2021 is set forth in the Grants of Plan-Based Awards for Fiscal 2021 table on page 49.

On March 2, 2021, as part of the Company’s annual grant cycle the Company granted each named executive officer time-based restricted stock units that vest 25% per year, beginning with the first anniversary of the date of grant. The Compensation Committee believes that time-based restricted stock units promote retention and align the interests of our named executive officers with shareholders by providing long-term stock ownership.

The number of shares of our common stock subject to time-based restricted stock units issued to our named executive officers in fiscal 2021 is set forth in the Grants of Plan-Based Awards for Fiscal 2021 table on page 49.

During fiscal 2021, the Company granted performance-based restricted stock units (the “2021 PRSU”) to each of our named executive officers as part of the Company’s annual grant cycle. The Compensation Committee believes the awards of performance-based restricted stock units support our goal for creating long-term shareholder value. The 2021 PRSU will vest (if at all) after the completion of a three-year performance period ending December 30, 2023 (the “2021-2023 Performance Cycle”). Based on the performance at the end of the three-year period, award recipients may earn less or more than the target award granted. The Compensation Committee, with input from Meridian, determined that the performance metric for the 2021 PRSU would be the Company’s three-year total shareholder return, or “TSR,” compared to a peer group, which we refer to as relative TSR, or “RTSR.” The Compensation Committee believes using the RTSR metric is consistent with the Company’s compensation philosophy, which emphasizes a pay for performance environment and linkage to shareholding interests.

The Compensation Committee selected, with the assistance of Meridian, the S&P Mid-Cap 400 Growth Index, or, the “Index,” to use as the comparator group for reasons including but not limited to the following:

The number of shares that vest under the 2021 PRSU awards ranges from 0% to 200% of the target number of shares awarded depending on the Company’s performance during the 2021-2023 Performance Cycle. The Compensation Committee has assigned target, threshold and maximum percentile values to the RTSR performance metric. The RTSR performance percentiles were adopted by the Compensation Committee based on their assessment that such percentiles reflect market competitive long-term incentive pay practices, as well as meaningful levels of relative performance that warrant payouts at threshold, target and maximum levels. The percentiles were set for compensation purposes only and do not constitute, and should not be viewed as, management’s projection of future results. The threshold level must be met for any shares to vest under the 2021 PRSU. At threshold, defined as the 35^th percentile, 50% of the target number of units will vest, and, at maximum, defined as the 75^th percentile, 200% of the target number of units will vest. The maximum number of shares that may be issued on vesting of performance-based restricted stock units is capped so that the value received on vesting cannot be greater than 400% of the value of the performance-based restricted stock units at the grant date using the target number of performance-based restricted stock units. To emphasize its pay-for-performance philosophy, the Compensation Committee set target at the 55^th percentile, requiring above-median performance for a target payout of 100%. The number of units that vest if performance is between the threshold, target and maximum levels will be determined using straight line interpolation.

The Compensation Committee will determine the final payouts under the 2021 PRSU in the first quarter

of the year following the end of the performance period. The number of shares subject to

performance-based restricted stock unit awards issued to our named executive officers in fiscal 2021 is set forth in the Grants of Plan Based Awards for Fiscal 2021 table on page 49.

In March 2019, the Compensation Committee granted performance-based restricted shares (the “2019 PRS”) with a performance cycle from December 30, 2018 through December 25, 2021 (the “2019-2021 performance cycle”) to each of our named executive officers (other than Mr. Braun, who was not employed by the Company on the date of grant). The Compensation Committee set:

The payouts for the 2019 PRS could have ranged from 0% to 200% of each participating named executive officer’s target, with a threshold payout equal to 50% of target and a maximum payout equal to 200% of target. For the 2019 PRS to be earned, the threshold or minimum achievement level must have been attained. To emphasize its pay-for-performance philosophy, the Compensation Committee set target at the 55^th percentile, requiring above-median performance for a target payout of 100%. The number of shares that vest if performance is between the threshold, target and maximum levels is determined using straight line interpolation.

The table below shows the number of restricted shares that each named executive officer who received a 2019 PRS award had the potential to earn under the 2019 PRS at the threshold, target and maximum levels.

Our named executive officers are eligible to participate in the Company’s 401(k) Retirement Plan because they satisfy certain age and service requirements. We offer the 401(k) Retirement Plan to enhance our ability to attract and retain talented executives and other employees and to encourage them to systematically save for retirement.

The 401(k) Retirement Plan is administered by a third-party administrator. Individual accounts are maintained for the cash contributions made on behalf of each eligible employee, and each eligible employee has a choice of investment options from among a variety of mutual funds and professionally managed accounts as to the contributions to the account.

There are three types of contributions to the 401(k) Retirement Plan: (1) voluntary employee contributions, which we deduct from each participating employee’s compensation (subject to certain limits established by law); (2) a company discretionary contribution which, if made, may be made in cash, common stock or a combination thereof, and where the amount of any such discretionary contribution is determined by multiplying the applicable percentage approved by the Compensation Committee by the employee’s annual compensation; and (3) an employer matching contribution to each eligible employee that for fiscal 2021 equaled 50% of the first 4% of compensation contributed to the 401(k) Plan by the eligible employee as voluntary contributions.

Benefits under the 401(k) Retirement Plan are payable at age 65 (normal retirement), total disability, death, or, if earlier, upon employment termination if so elected by the participant. There are no vesting requirements for employee voluntary contributions. Company discretionary contributions vest 20% each year beginning at two years of service, with 100% vesting at six years or more. The vesting schedule for the matching contribution is 100% cliff vesting at three years of service.

For fiscal 2021, we made discretionary contributions in an amount equal to four percent of each eligible participant’s annual compensation (with certain limitations to highly compensated employees). Our contribution was funded entirely in cash.

Our Non-Qualified Deferred Compensation Plan is intended to benefit a select group of our highly compensated employees, including our named executive officers, who are key to our future success, and to help attract and retain management talent. Our Non-Qualified Deferred Compensation Plan is an unfunded arrangement and is intended to be exempt from the participation, vesting, funding and fiduciary requirements of the Employee Retirement Income Security Act of 1974, as amended, or ERISA. The Non-Qualified Deferred Compensation Plan is intended to comply with Section 409A of the Code.

Under our Non-Qualified Deferred Compensation Plan, a participant may contribute, on a tax deferred basis, up to 25% of his or her base salary and 90% of his or her bonus annually. A participant’s account is notionally invested in one or more investment funds and the value of the account is determined with

respect to such investment allocations. The minimum deferral period is two years for in-service accounts. Each participant is 100% vested in all of his or her deferred contributions plus any earnings or losses on the investment of such deferrals. Deferred amounts will be distributed, either in lump sum or in equal installments up to five years depending upon the participant’s balance, upon the occurrence of the following events: (i) the first day of the seventh month after separation of employment, (ii) on a specified date selected by the participant after a minimum deferral period, (iii) death, (iv) disability (as defined by Section 409A of the Code), or (v) the occurrence of an “unforeseen emergency” as defined in the Non-Qualified Deferred Compensation Plan. Although the Non-Qualified Deferred Compensation Plan permits discretionary employer contributions, we have not yet made a contribution to the plan.

In order for our Non-Qualified Deferred Compensation Plan to comply with the applicable requirements of the Code, amounts deferred by our named executive officers must remain as employer assets, subject to the claims of our general creditors in the event of bankruptcy or forced liquidation of the Company.

As a general matter, other than for the Executive Chairman and the Chief Executive Officer, we do not enter into employment agreements with our executive officers.

Amended and Restated Employment Agreement with Steven L. Berman. On December 28, 2015, the Company entered into an amended and restated employment agreement with Mr. Berman. The agreement provides for an initial term of approximately three years expiring March 31, 2019, with the term of Mr. Berman’s employment being automatically extended for an additional one-year period on March 31, 2019 and on each anniversary of March 31, 2019 thereafter, unless earlier terminated as provided in the agreement.

Pursuant to the amended and restated employment agreement, Mr. Berman’s annual base salary was set at $360,000 per year, subject to increase but not decrease from time to time as determined by the Compensation Committee. The amended and restated employment agreement also provides for eligibility for (i) annual bonuses provided under the 2010 Cash Plan or other plans maintained by us, and (ii) grants of awards under the Dorman Products, Inc.

2008 Stock Option and Stock Incentive Plan, referred to as the “2008 Plan,” or other equity-related incentive plans maintained by us, in case of both clauses (i) and (ii) in such amounts as determined by the Compensation Committee, in its sole discretion. Further, the amended and restated employment agreement provides that Mr. Berman will be eligible to participate in other employee benefit plans or arrangements generally available to our named executive officers and entitled to not less than four weeks paid vacation per year.

In addition, Mr. Berman’s amended and restated employment agreement contains a clawback provision which provides that any incentive-based compensation, or any other compensation, paid to him that is subject to recovery under any law, government regulation or stock exchange listing requirement, will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation or stock exchange listing requirement (or any policy adopted by us pursuant to any such law, government regulation or stock exchange listing requirement).

Mr. Berman’s amended and restated employment agreement can be terminated by us with or without “Cause” or by Mr. Berman for “Good Reason” or for no reason, as such terms are defined in the agreement. The agreement also provides for non-solicitation and non-competition provisions for the term of the agreement and two years thereafter. In addition, the agreement includes standard confidentiality and trade secret provisions typically included in agreements of this type.

Additionally, Mr. Berman’s amended and restated employment agreement contains provisions that provide for certain payments upon termination of employment. See “Executive Compensation: Compensation Tables — Potential Payments upon Termination or Change in Control” for a discussion of potential payments to Mr. Berman pursuant to his amended and restated employment agreement upon a termination of his employment with us.

Employment Agreement with Kevin M. Olsen. On January 10, 2019, we entered into an employment agreement with Mr. Olsen, effective as of January 1, 2019. The agreement had a term of three years expiring December 31, 2021 with the term of Mr. Olsen’s employment being automatically extended for an additional one-year period on

December 31, 2021 and on each anniversary of December 31, 2021 thereafter, unless earlier terminated as provided in the employment agreement.

Pursuant to Mr. Olsen’s employment agreement, his annual base salary was set at $600,000 per year, subject to increase but not decrease from time to time as determined by the Compensation Committee. The employment agreement also provided for eligibility for (i) annual cash bonuses under the Company’s cash incentive plans, and (ii) grants of awards under the Company’s equity-related incentive plans, in case of both clauses (i) and (ii) in such amounts as determined by the Compensation Committee, in its sole discretion. Further, the employment agreement provided that, subject to limitations related to the amount of applicable premiums, we would acquire and pay the applicable premium on (i) a $2.0 million term life insurance policy on the life of Mr. Olsen which will be payable to a beneficiary designated by Mr. Olsen; and (ii) a long-term disability insurance policy for Mr. Olsen with a benefit in the amount of 60% of Mr. Olsen’s monthly earnings as of immediately prior to the incurrence of a disability. Mr. Olsen would also be eligible to participate in other employee benefit plans or arrangements generally available to our named executive officers and entitled to four weeks paid vacation per year.

Mr. Olsen’s employment agreement could be terminated by us with or without “Cause” or by Mr. Olsen for “Good Reason” or for no reason, as such terms are defined in the employment agreement. Mr. Olsen’s employment agreement also provided for non-solicitation and non-competition provisions for the term of the agreement and eighteen months thereafter. The agreement also included standard confidentiality and trade secret provisions typically included in agreements of this type.

Mr. Olsen’s employment agreement contained a clawback provision which provided that the compensation and benefits provided by the Company under the employment agreement or otherwise was subject to recoupment or clawback under any applicable Company clawback or recoupment policy that is generally applicable to the Company’s executives, as may be in effect from time to time, or as required by law, government regulation or stock exchange listing requirement.

Additionally, Mr. Olsen’s employment agreement contained provisions that provide for certain payments upon termination of employment. See “Executive Compensation: Compensation Tables — Potential Payments upon Termination or Change in Control” for a discussion of potential payments to Mr. Olsen pursuant to his employment agreement upon a termination of his employment with us.

Amended and Restated Employment Agreement with Kevin M. Olsen. Effective December 26, 2021, the Company entered into an amended and restated employment agreement with Mr. Olsen. For information regarding Mr. Olsen’s amended and restated employment agreement, see “Post Fiscal 2021 Compensation Actions” on page 43.

Generally speaking, we provide severance to our executives to give them financial security in the event they suffer an involuntary termination other than for cause. The payment of the severance benefits is linked to our compensation philosophy of encouraging the retention of our executives that successfully contribute to our short- and long-term goals.

The employment agreement with Messrs Berman and Olsen contain provisions that provide for certain payments and benefits upon termination. See “Executive Compensation: Compensation Tables — Potential Payments upon Termination or Change in Control — Employment Agreement with Messrs. Berman and Olsen.”

In addition, effective December 26, 2021 the Compensation Committee adopted the Severance Plan. See “Post Fiscal 2021 Compensation Actions” on page 43 for more information.

We annually review the perquisites that our named executive officers receive. Dorman’s executive compensation program provides limited perquisites to our named executive officers. All members of senior management, including the named executive officers, are eligible to participate in the Company’s other benefits plans on the same terms as our other employees, which plans include medical and other health and welfare plans. In addition, Dorman pays the applicable premiums on (i) a $2.0 million term life insurance policy on the life of Mr. Olsen, and (ii) a long-term disability insurance policy for Mr. Olsen with a benefit in the amount of 60% of Mr. Olsen’s monthly earnings as of immediately prior to the incurrence of a disability. Relocation benefits are generally reimbursed pursuant to our relocation benefits policy but may be individually negotiated on an as-needed basis. Our executives may receive a comprehensive physical examination, which the Company reimburses. For fiscal 2021, Messrs. Olsen, Hession and Braun requested reimbursement for a physical examination.

The Compensation Committee and the Board appreciate and value the views of our shareholders. At our 2021 annual meeting of shareholders, approximately 98% of the votes cast were in favor of the “say on pay” advisory resolution on executive compensation. In light of this strong shareholder support for our overall pay practices and executive compensation, the Compensation Committee decided

to maintain our general principles and philosophy in structuring executive compensation for 2022. The Compensation Committee will continue to evaluate our compensation programs to ensure that the management team’s interests are aligned with our shareholders’ interests to support long-term value creation.

Consistent with our executive compensation philosophy and the principle of aligning executive and shareholder interests, our Compensation Committee has adopted stock ownership guidelines requiring our named executive officers to maintain minimum ownership levels of our common stock. Under these guidelines, each of our Executive Chairman and our Chief Executive Officer is expected to own shares of our common stock having an aggregate value at least equal to four times and five times, respectively, his annual base salary, and each of our other named executive officers is expected to own shares of our common stock that have a value at least equal to three times his annual base salary.

Shares that are counted for purposes of satisfying ownership requirements include:

For purposes of the stock ownership guidelines, shares underlying stock options, unvested

performance-based restricted stock and shares underlying unvested performance-based restricted stock units will not be considered when determining an individual’s stock ownership. All of our named executive officers must comply with these ownership requirements within five years following their dates of hire or promotion (or, if later, January 1, 2020).

The foregoing stock ownership requirements are measured annually in January. For purposes of the measurement, the individual’s stock ownership is valued based on:

Once an individual covered by the ownership guidelines has achieved compliance in any year, if he or she fails to meet the ownership guidelines in any subsequent year solely because of a decline in the price of the Company's common stock, he or she will not be found to be noncompliant. As of the date of this proxy statement, all of our named executive officers comply or have additional time in which to comply with these guidelines.

The Compensation Committee has adopted a clawback policy which allows the Company to recover performance-based compensation, whether cash or equity, from a current or former named executive officer in the event the Board determines that such named executive officer engaged in fraud, willful misconduct or gross negligence that directly caused or

otherwise materially contributed to the need for a restatement of the Company’s financial results due to material noncompliance with any financial reporting requirement under the federal securities laws. Under such policy, the Company may recoup annual incentives and long-term incentives received by such named executive officer during the three completed

fiscal years immediately preceding the date on which the Company is required to prepare such restatement if the Board determines, in its reasonable discretion, that any such performance-based compensation would not have been paid, awarded or vested or would have been at a lower amount had it been based on the restated financial results. The Board has the sole discretion to

determine the form and timing of the recovery, which may include repayment, forfeiture and/or an adjustment to future performance-based compensation payouts or awards. The remedies under the clawback policy are in addition to, and not in lieu of, any legal and equitable claims available to the Company.

Pursuant to our Insider Trading Policy, we prohibit our directors, officers and employees from purchasing any financial instrument or engaging in any other transaction, such as a prepaid variable forward, equity swap, collar or exchange fund, that is designed to hedge or offset any decrease in the market value of Dorman securities. Our Insider Trading Policy also prohibits our directors, officers and employees from: (i) participating in short sales of

Dorman securities; (ii) participating in a transaction involving publicly traded options, such as puts, calls or other derivative securities, related to Dorman securities; and (iii) holding Company securities in margin accounts or pledging Company securities as collateral for a loan. Currently, each of our directors and named executive officers complies with this anti-hedging policy.

On December 13, 2021, the Company entered into an amended and restated employment agreement (the “amended agreement”) with Mr. Olsen. The amended

agreement is effective as of December 26, 2021 and supersedes Mr. Olsen’s prior employment agreement with the Company. The amended agreement has no fixed term of employment.

Pursuant to the amended agreement, Mr. Olsen’s base salary was set at $810,000, subject to increase (but not decrease) as determined by the Compensation Committee.

The amended agreement provides that Mr. Olsen will be eligible for certain payments upon termination of employment, including certain terminations of employment following a change in control. The table below summarizes the material terms and conditions of his prior agreement that were added and/or modified in the amended agreement. Except as set

forth above and below, the material terms and conditions of Mr. Olsen’s amended agreement are substantially the same as those of his prior employment agreement. Terms not otherwise defined below have the meanings assigned to them in the amended agreement.

On December 9, 2021, the Compensation Committee adopted the Severance Plan to provide severance benefits to certain eligible employees of the Company and its affiliates who experience a termination of employment under the conditions described in the Severance Plan. Eligible employees under the Severance Plan include, among others, employees with the title of President, Senior Vice

President or Executive Vice President who are designated as a participant by the Compensation Committee. Each of the Company’s named executive officers, other than Messrs. Berman and Olsen, has been designated a participant in the Severance Plan. Messrs. Berman and Olsen are not participants in the Severance Plan because their severance benefits are

governed by the terms of their respective employment agreements with the Company. The Severance Plan is effective as of December 26, 2021.

Participants in the Severance Plan, including the Named Executive Officers, will be eligible for certain

payments upon termination, as described in the table below. Terms not otherwise defined below have the meanings assigned to them in Severance Plan.

As a condition to participation in the Severance Plan, each participant must enter into a Non-Disclosure, Invention Assignment and Restrictive Covenant Agreement (the “Non-Disclosure Agreement”) with the Company that contains restrictive covenants in favor of the Company, including confidentiality, intellectual property, non-disparagement, non-competition and employee and customer non-solicitation covenants. Pursuant to the Non-Disclosure Agreement, participants are subject to non-compete and non-solicitation periods equal to the greater of 12 months following termination or the number of months of base salary to which the participant’s applicable cash severance payment relates, but not to exceed 18 months post-termination. Participants must execute, deliver and not

revoke a general release of claims in favor of the Company in order to receive benefits (except for the Severance Pro-Rata Bonus payable upon a participant’s death).

If any payments or benefits under the Severance Plan would be considered “parachute payments” under Section 280G of the Code, and would be subject to the excise tax imposed by Section 4999 of the Code, then such payments will either be (i) reduced so that no portion of the payments is subject to the excise tax or (ii) delivered in full, whichever of the foregoing results in the participant receiving a greater amount on a net after-tax basis, taking into account all federal, state and local taxes and the excise tax imposed by Section 4999 of the Code.

The Severance Plan may be amended, terminated or discontinued in whole or in part, at any time and from time to time at the discretion of the Board or the Compensation Committee; provided, that no adverse amendment, termination or discontinuance may be made without the consent of a participant who has undergone a covered termination prior to the effective date of any such adverse amendment, termination or

discontinuance; and provided further, that following (i) the date the Company has entered into an agreement the consummation of which would be a Change in Control or (ii) a Change in Control, the Severance Plan cannot be amended, terminated or discontinued prior to the second anniversary of the Change in Control without a participant’s written consent.

The information contained in this Compensation Committee report is not “soliciting material” and has not been “filed” with the SEC. This report will not be incorporated by reference into any of our future filings under the Securities Act of 1933, as amended, referred to as the “Securities Act,” or the Exchange Act, except to the extent that we may specifically incorporate it by reference into a future filing.

The Compensation Committee met with management and reviewed and discussed with management the Compensation Discussion and Analysis. Based upon the review and discussions referred to above, the Compensation Committee

recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference into the Annual Report on Form 10-K of the Company for the fiscal year ended December 25, 2021.

Compensation Committee

John J. Gavin, Chairman

Lisa M. Bachmann

Paul R. Lederer

Richard T. Riley

Kelly A. Romano

G. Michael Stakias

J. Darrell Thomas