Dorman Products (NASDAQ: DORM) details CFO succession, pay and advisory role

Rhea-AI Filing Summary

Dorman Products, Inc. is making planned leadership changes in its finance organization. The company appointed Charles W. Rayfield as Senior Vice President, Chief Financial Officer Designate and Treasurer effective January 19, 2026. Under an offer letter dated December 10, 2025, he will become Senior Vice President, Chief Financial Officer, Treasurer and principal financial officer on the first business day after the company files its Form 10-K for the year ended December 31, 2025.

Mr. Rayfield’s compensation includes an annualized base salary of $525,000, a target annual bonus equal to 75% of base salary, a sign-on cash bonus of $350,000 payable in March 2026 subject to prorated repayment conditions, and target equity award opportunities of $500,000, increasing to $600,000 for the March 2026 grant cycle. He will also be subject to non-disclosure and post-employment non-competition and non-solicitation covenants.

Current Chief Financial Officer David M. Hession will remain CFO and principal financial officer until the transition date, then move to an Advisor role to the President and CEO, with a reduced annualized base salary of $50,000 and continued, but limited, bonus eligibility and equity vesting through an expected retirement around March 5, 2027. In addition, Jeffrey L. Darby will shift from leading Sales & Marketing for the Light Duty segment to a broader role as Senior Vice President, Enterprise Sales.

Insights

Corporate governance and executive compensation analyst

Dorman outlines an orderly CFO succession with defined pay and transition terms.

The company is executing a structured handover in its finance leadership by bringing in Charles W. Rayfield as Chief Financial Officer Designate while retaining outgoing CFO David M. Hession through a multi‑year advisory period. This overlapping arrangement can help preserve institutional knowledge as responsibilities shift after the Form 10‑K for the year ended December 31, 2025 is filed.

Rayfield’s package combines fixed pay, variable cash, and equity: a $525,000 base salary, a 75% bonus target, a $350,000 sign‑on bonus with a 24‑month clawback condition tied to termination circumstances, and equity targets of $500,000 (rising to $600,000 for March 2026). Hession’s base pay drops to $50,000 once he becomes Advisor, while he retains prorated bonus eligibility for fiscal 2025 and 2026 and continued vesting of outstanding equity through March 5, 2027.

The non‑competition and non‑solicitation covenants for Rayfield and the detailed dates for Hession’s advisory role and expected retirement provide clear parameters around leadership continuity. Subsequent company filings that include the Form 10‑K and future compensation disclosures may show how this transition aligns with broader performance and governance objectives.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of Earliest Event Reported): January 19, 2026

DORMAN PRODUCTS, INC.

(Exact name of registrant as specified in its charter)

Pennsylvania			000-18914			23-2078856
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)

3400 East Walnut Street, Colmar, Pennsylvania 18915

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code:  (215) 997-1800

Not Applicable

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 Par Value

DORM

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  o

Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Charles W. Rayfield as Chief Financial Officer

On January 19, 2026 (the “Start Date”), Dorman Products, Inc. (the “Company”) announced the appointment of Charles W. Rayfield as Senior Vice President, Chief Financial Officer Designate, and Treasurer of the Company effective January 19, 2026.

Mr. Rayfield, age 46, most recently served as Chief Financial Officer of Lutron Electronics Corporation, a leading designer and manufacturer of lighting control and shading systems, lighting fixtures, and accessories for residential and commercial applications, since June 2023. Prior to that, Mr. Rayfield provided independent financial advisory services from November 2022 to June 2023, and he served as Chief Financial Officer of Knoll Inc., then a publicly traded company and a leading global manufacturer of commercial and residential furniture, accessories, lighting and coverings, from August 2017 to July 2021.

Pursuant to an offer letter dated December 10, 2025 (the “Offer Letter”), Mr. Rayfield will serve as Chief Financial Officer Designate from the Start Date until he assumes the roles of Senior Vice President, Chief Financial Officer, Treasurer, and principal financial officer of the Company, effective as of the first business day following the date on which the Company files its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Transition Date”).

Mr. Rayfield’s annualized base salary will be $525,000, and he will be eligible for an annual performance bonus target of 75% of his base salary under the Company’s Amended and Restated Cash Bonus Plan. Mr. Rayfield will receive a sign-on cash bonus of $350,000 (less applicable withholdings and taxes) payable in March 2026. The sign-on cash bonus is subject to repayment on a prorated basis if Mr. Rayfield’s employment is terminated by the Company for cause or if he terminates his employment voluntarily within twenty-four (24) months from his Start Date. Mr. Rayfield will be eligible to participate in the Company’s 2018 Stock Option and Stock Incentive Plan and any successor plan, and his target equity award opportunity will be $500,000; provided, however, that with respect to the Company’s annual equity grant cycle in March 2026, Mr. Rayfield will be eligible for a target equity award opportunity of $600,000.

Mr. Rayfield will enter into the Company’s customary employee non-disclosure, invention assignment and restrictive covenant agreement that includes, among other things, non-competition and non-solicitation covenants for the twelve (12) month period following his employment with the Company.

There is no arrangement or understanding between Mr. Rayfield and any other person pursuant to which he was selected as an officer, nor does Mr. Rayfield have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Mr. Rayfield has no family relationships with any of the Company's directors or executive officers.

A copy of the Offer Letter is attached hereto as Exhibit 10.1 and incorporated herein by reference. The foregoing description of the Offer Letter is qualified in its entirety by reference to the full text of the Offer Letter.

Transition of David M. Hession to Advisor to the President and Chief Executive Officer

As previously disclosed in the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on June 5, 2025, Mr. David M. Hession notified the Company of his intention to retire as Chief Financial Officer of the Company. Pursuant to a transition agreement dated January 19, 2026 (the “Transition Agreement”), Mr. Hession will continue to serve as the Company's Chief Financial Officer and principal financial officer (collectively, the "Current Roles") until the Transition Date, after which he will continue his employment as Advisor to the Company’s President and Chief Executive Officer (the “Advisory Role”). It is contemplated that Mr. Hession will serve in the Advisory Role through March 5, 2027, after which he is expected to retire from the Company.

Under the Transition Agreement, effective as of the Transition Date, Mr. Hession’s annualized base salary will be adjusted to $50,000 and he will no longer be eligible to participate in the Company’s annual cash bonus program. However, he will remain eligible to receive an annual cash bonus award under the Company’s

Amended and Restated Cash Bonus Plan for fiscal 2025 and for fiscal 2026, but any award for fiscal 2026 will be prorated through the Transition Date based on his target award (adjusted based on actual financial results for the fiscal year) and the number of days worked in his Current Roles. During the period in which he serves in the Advisory Role, any outstanding equity awards held by Mr. Hession through March 5, 2027 will remain outstanding and eligible to vest in accordance with their terms.

A copy of the Transition Agreement is attached hereto as Exhibit 10.2 and incorporated herein by reference. The foregoing description of the Transition Agreement is qualified in its entirety by reference to the full text of the Transition Agreement.

Responsibilities of Jeffrey L. Darby, Senior Vice President, Sales & Marketing

Effective as of January 19, 2026, Mr. Jeffrey L. Darby, the Company’s Senior Vice President, Sales & Marketing, will assume the role of Senior Vice President, Enterprise Sales, and will begin to assist the Company with strategic sales and marketing opportunities across the enterprise. Previously, Mr. Darby engaged in sales and marketing activities primarily for the Company’s Light Duty segment only.

Item 7.01 Regulation FD Disclosure.

On January 19, 2026, the Company issued a press release announcing, among other things, the appointment of Mr. Rayfield and the transition arrangement with Mr. Hession.

Item 9.01    Financial Statements and Exhibits.  

(d)    Exhibits

Exhibit Number						Description
10.1						Offer Letter for Mr. Charles W. Rayfield dated December 10, 2025.
10.2						Transition Agreement for Mr. David M. Hession dated January 19, 2026.
99.1						Press Release dated January 19, 2026.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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

DORMAN PRODUCTS, INC.

Date:

January 20, 2026

By:

/s/ Joseph P. Braun

Name:

Joseph P. Braun

Title:

Senior Vice President, General Counsel & Corporate Secretary

FAQ

What leadership change did Dorman Products (DORM) announce in this 8-K?

The company appointed Charles W. Rayfield as Senior Vice President, Chief Financial Officer Designate, and Treasurer effective January 19, 2026, with the intent that he will become Chief Financial Officer, Treasurer, and principal financial officer on the first business day after Dorman files its Form 10-K for the year ended December 31, 2025.

What is the compensation package for new CFO designate Charles W. Rayfield at Dorman Products (DORM)?

Mr. Rayfield will receive an annualized base salary of $525,000, be eligible for an annual performance bonus target of 75% of base salary, a sign-on cash bonus of $350,000 payable in March 2026 subject to prorated repayment if certain termination events occur within 24 months of his start date, and target equity award opportunities of $500,000, increasing to $600,000 for the March 2026 equity grant cycle.

When will Charles W. Rayfield become the principal financial officer of Dorman Products (DORM)?

According to the offer letter, Mr. Rayfield will serve as Chief Financial Officer Designate from his January 19, 2026 start date until he assumes the roles of Senior Vice President, Chief Financial Officer, Treasurer, and principal financial officer on the first business day following the date on which Dorman Products files its Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

What are the transition terms for outgoing CFO David M. Hession at Dorman Products (DORM)?

Under a Transition Agreement dated January 19, 2026, Mr. Hession will remain Chief Financial Officer and principal financial officer until the transition date and then serve as Advisor to the President and Chief Executive Officer, with an annualized base salary of $50,000. He will not participate in the annual cash bonus program going forward, but remains eligible for bonus awards for fiscal 2025 and a prorated award for fiscal 2026, and his outstanding equity awards will continue to vest while he serves in the advisory role through an expected end date around March 5, 2027.

Does the Dorman Products (DORM) 8-K describe any restrictive covenants for the new CFO designate?

Yes. The filing states that Mr. Rayfield will enter into the company’s customary employee non-disclosure, invention assignment, and restrictive covenant agreement, which includes non-competition and non-solicitation covenants for a twelve-month period following the end of his employment with Dorman Products.

What change was disclosed for Jeffrey L. Darby’s role at Dorman Products (DORM)?

Effective January 19, 2026, Jeffrey L. Darby, formerly Senior Vice President, Sales & Marketing, will serve as Senior Vice President, Enterprise Sales, focusing on strategic sales and marketing opportunities across the entire enterprise instead of primarily the Light Duty segment.

What exhibits accompany this Dorman Products (DORM) 8-K filing?

The exhibits include the Offer Letter for Mr. Charles W. Rayfield dated December 10, 2025 (Exhibit 10.1), the Transition Agreement for Mr. David M. Hession dated January 19, 2026 (Exhibit 10.2), a press release dated January 19, 2026 (Exhibit 99.1), and the cover page interactive data file (Exhibit 104).