MPAA Sets Ambitious $22 Share Price Target in Executive Compensation Plan

(Neutral)

Form Type

Rhea-AI Filing Summary

Motorcar Parts of America VP, General Counsel & Secretary Glenn Daniel Burlingame received new equity awards on June 20, 2025. The grants include:

15,528 Restricted Stock Units (RSUs) vesting in three equal annual installments through June 2028
7,764 Performance Stock Units (PSUs) with tiered vesting based on stock price targets: - 1/3 vests at $15 share price - 1/3 vests at $17 share price - 1/3 vests at $18-22 share price with additional upside potential

The PSUs must achieve price targets during a three-year performance period ending June 20, 2028, or earlier upon a change in control. The final PSU tranche offers up to 150% payout if share price reaches $22, with proportional vesting between $18-22. These awards align executive compensation with shareholder value creation through stock price appreciation targets.

Positive

VP & General Counsel received significant equity incentive grant of 15,528 RSUs vesting over 3 years, aligning long-term interests with shareholders
Additional performance-based stock units (7,764 PSUs) granted with ambitious share price targets ($15-$22), incentivizing strong stock performance through 2028

Negative

None.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Burlingame Glenn Daniel

Role VP, General Counsel & Sec.

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Unit	15,528	$0.00	$0.00
Grant/Award	Performance Based Stock Units	7,764	$0.00	$0.00

Holdings After Transaction: Restricted Stock Unit — 15,528 shares (Direct); Performance Based Stock Units — 7,764 shares (Direct)

Footnotes (2)

F1. Vesting 1/3 each year for 3 years from grant date. beginning on 20-Jun-2025.
F2. 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).

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 06/25/2025 - 08:46 PM

FAQ

How many Restricted Stock Units (RSUs) did MPAA's VP and General Counsel Glenn Burlingame receive on June 20, 2025?

Glenn Burlingame received 15,528 Restricted Stock Units (RSUs) on June 20, 2025. These RSUs will vest over a 3-year period, with 1/3 vesting each year starting from the grant date.

What are the performance targets for MPAA's Performance Based Stock Units (PSUs) granted in June 2025?

The PSUs have three performance tiers: 1/3 vest at $15 stock price, 1/3 at $17, and 1/3 at $18-22 (with 50% vesting at $18, 100% at $20, and 150% at $22 or higher). These targets must be achieved during the performance period ending June 20, 2028, based on 30-day trailing average closing prices.

When do MPAA's new RSUs and PSUs granted to Glenn Burlingame expire?

The Restricted Stock Units (RSUs) expire on December 31, 2028, while the Performance Based Stock Units (PSUs) have a performance period ending July 31, 2028.

How many total equity awards did MPAA grant to Glenn Burlingame in June 2025?

MPAA granted Glenn Burlingame a total of 23,292 equity awards on June 20, 2025, consisting of 15,528 Restricted Stock Units (RSUs) and 7,764 Performance Based Stock Units (PSUs).

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^*

Burlingame Glenn Daniel

(Last)

(First)

(Middle)

2929 CLAIFORNIA STREET

(Street)

TORRANCE

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP, General Counsel & Sec.

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit	$0.00	06/20/2025		A		15,528		⁽¹⁾	12/31/2028	Common Stock	15,528	$0.00	15,528	D
Performance Based Stock Units	$0.00	06/20/2025		A		7,764		⁽²⁾	07/31/2028	Common Stock	7,764	$0.00	7,764	D

Explanation of Responses:

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

2. 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).

Remarks:

	/s/ Glenn Burlingame	06/25/2025
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR