Motorcar Parts CEO Gets Major Equity Package with 125% Upside Target

Rhea-AI Filing Summary

Motorcar Parts of America (NASDAQ:MPAA) CEO Selwyn Joffe reported multiple insider transactions on June 20-21, 2025. The transactions include vesting of 26,651 RSUs and PSUs, followed by the sale of 16,033 shares for tax obligations at $9.76 per share. Additionally, Joffe received new grants of 154,503 RSUs and 77,252 PSUs with performance targets ranging from $15 to $22 per share through 2028. Following these transactions, Joffe holds 513,496 shares directly.

Positive

• CEO received substantial new equity grants worth over 230,000 shares
• Performance targets set 50-125% above current price levels
• CEO maintains large direct ownership position of 513,496 shares

Negative

• Share dispositions for tax obligations at $9.76 per share

Insights

Compensation Analyst

Significant new performance-based equity grants signal board confidence in long-term growth potential despite current stock price.

The new equity compensation structure shows a strong emphasis on performance-based incentives, with PSU targets requiring substantial stock price appreciation from current levels. The three-tier vesting structure with price targets of $15, $17, and $18-22 represents potential upside of 50-125% from current trading levels. The additional RSU grant of 154,503 shares provides retention value while maintaining shareholder alignment. The tax-related share sales represent standard practice for executive equity vesting and don't indicate a lack of confidence.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

SELWYN JOFFE

(Last) (First) (Middle)

2929 CALIFORNIA STREET

(Street)

TORRANCE CA 90503

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MOTORCAR PARTS OF AMERICA INC [ MPAA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President, CEO & Chairman

3. Date of Earliest Transaction (Month/Day/Year)
06/20/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/20/2025		M		12,687	A(1)	$0.00	500,633	D
Common Stock	06/20/2025		M		13,964	A(2)	$0.00	514,597	D
Common Stock	06/20/2025		F(3)		10,276	D	$9.76	504,321	D
Common Stock	06/21/2025		M		14,932	A	$0.00	519,253	D
Common Stock	06/21/2025		F(3)		5,757	D	$9.76	513,496	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	$0.00	06/20/2025		M			12,687	(4)	12/31/2025	Common Stock	12,687	$0.00	0.00	D
Restricted Stock Units	$0.00	06/20/2025		A		154,503		(5)	12/31/2028	Common Stock	154,503	$0.00	154,503	D
Performance Based Stock Units	$0.00	06/20/2025		A		77,252		(6)	07/31/2028	Common Stock	77,252	$0.00	77,252	D
Restricted Stock Units	$0.00	06/21/2025		M			14,932	(7)	12/31/2027	Common Stock	14,932	$0.00	29,863	D

Explanation of Responses:

1. Shares earned upon vesting of RSUs

2. Shares earned under the performance based stock units granted on 20-Jun-2022

3. Used to pay taxes upon vesting of RSUs and PSUs.

4. Vesting 1/3 each year for 3 years from grant date, beginning on 20-Jun-2022

5. Vesting 1/3 each year for 3 years from grant date, beginning on 20-Jun-2025

6. One-third of these Performance Based Stock Units ('PSUs') will vest if the Company achieves a 30 trading-day trailing average market closing price ('Price Per Share') of at least $15 during the three-year period ending on the earlier of 20-Jun-2028 and the date of consummation of a change in control (the 'Performance Period'); another one-third of these PSUs will vest if the Company achieves a Price Per Share during the Performance Period of at least $17 during the Performance Period; and the remaining one-third of these PSUs will vest if the Price Per Share is equal to or greater than $18 as follows: 50% if the Price Per Share equals $18, 100% if the Price Per Share equals $20 and 150% if the Price Per Share equals or exceeds $22 (if the Price Per Share falls between these levels the vesting percentage will be determined using interpolation).

7. Vesting 1/3 each year for 3 years from grant date. beginning on 21-Jun-2024

Remarks:

	/s/ Selwyn Joffe	06/24/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

How many shares does MPAA CEO Selwyn Joffe currently own?

Following these transactions, CEO Selwyn Joffe directly owns 513,496 shares of Motorcar Parts of America.

What are the performance targets for MPAA's new PSU grants?

The PSUs vest in three tranches based on stock price targets: $15, $17, and $18-22, with the potential for 150% payout at the highest tier if share price reaches or exceeds $22.

How many shares did MPAA's CEO sell for tax obligations?

CEO Selwyn Joffe sold a total of 16,033 shares at $9.76 per share to cover tax obligations from vesting RSUs and PSUs.

What new equity awards did MPAA's CEO receive?

The CEO received 154,503 RSUs vesting over three years and 77,252 PSUs tied to stock price performance targets through June 2028.