📰 What This Document Is 📑

This document is a Definitive Proxy Statement, which is a critical legal filing with the SEC. Think of it as the annual instruction manual for the company's highest governing body—the shareholders. 📜 It doesn't contain day-to-day business reports; instead, it outlines the rules, personnel, and major votes that shareholders will consider at the upcoming Annual Meeting of Shareholders.

👉 The purpose of the Proxy Statement is to give you, the shareholder, all the information needed to make informed decisions regarding who runs the company and how management is compensated.

🏢 What Standard Motor Products Does ⚙️

Standard Motor Products, Inc. (SMP) is an established company that operates in the automotive aftermarket sector. 🚗 They are a supplier of parts and services crucial for maintaining and repairing vehicles.

👉 In simple terms, SMP sells products that keep cars running safely and efficiently, rather than building the cars themselves. Their product offerings include key components such as fuel injectors, exhaust gas recirculation valves, sensors, and evaporative emission control system components.

📅 Annual Meeting of Shareholders 🗓️

The core action of this proxy statement centers around the upcoming Annual Meeting of Shareholders. Shareholders are being invited to vote on fundamental governance matters, such as electing the board and approving accounting practices.

• When: The meeting is scheduled for Thursday, May 21, 2026, at 2:00 p.m. (Eastern Daylight Time).
• Where: The meeting will be held online at www.virtualshareholdermeeting.com/SMP2026.
• Record Date: To be eligible to vote, you must be a shareholder at the close of business on April 10, 2026.
• How to Vote: Voting instructions are provided via mail, or you can vote online or by telephone.

✅ Director Elections 🧑‍💼

One of the most important votes is the election of the company's Board of Directors. The Board recommends that shareholders vote "FOR ALL" director nominees, meaning they recommend that all current directors be re-elected. 🗳️

👉 Shareholders have the right to vote for up to eight directors who will hold office until the next annual meeting. The nominees collectively possess diverse skills in finance, automotive industries, technology, supply chain management, and global policy.

📈 Major Stock Ownership 📊

This section details who owns the company’s stock, which is key for understanding potential influence. Shares are listed as of the record date, April 10, 2026.

• Institutional Investors: The largest institutional holders include BlackRock, Inc., which owns 3,156,059 shares (14.2%), and The Vanguard Group, which owns 1,655,886 shares (7.4%).
• Directors and Officers: As a group, the directors and executive officers own 1,222,546 shares (5.5%).
• Why it matters: This data shows the financial stakeholders who have the largest vested interest in the company’s long-term success.

⚙️ Approving the Independent Auditor 🔎

The second required vote is the ratification of KPMG LLP as the company’s independent registered public accounting firm. The Board recommends voting "FOR" this appointment. ✅

• Fees Reported: For the fiscal year ended December 31, 2025, the total fees paid to KPMG were $3,763,650, compared to $3,113,150 in 2024.
• What this means: While the vote is not mandatory, the Board suggests that shareholders should ratify the appointment to ensure good corporate governance and continued transparency.

💰 Executive Compensation (Say-on-Pay) 💸

The third required vote is an advisory, or "Say-on-Pay," vote on the compensation of the named executive officers. This is a non-binding vote, but the Board stresses that they take shareholder opinions into account when setting future pay packages.

• Board Recommendation: The Board unanimously recommends voting "FOR" the resolution.
• Compensation Structure: SMP uses a mix of base pay, annual incentives, and long-term equity incentives to align executive goals with shareholder value.
• Risk Mitigation: The company has policies in place, including a Clawback Policy and Stock Ownership Guidelines (which require post-vesting holding periods), to mitigate risk and encourage long-term commitment.

🤝 Board Structure and Roles 🏗️

The Board of Directors manages the company, and the structure dictates who leads and oversees operations. The Board has established clear lines of responsibility through several standing committees.

• Leadership Structure: Eric P. Sills serves concurrently as the Chairman of the Board, Chief Executive Officer, and President. The Board believes combining these roles best utilizes his strong leadership qualities.
• Independent Oversight: The Board includes a Presiding Independent Director, Alisa C. Norris, who acts as the main liaison between the Chairman and the independent directors.
• Governance Philosophy: The Board adopts a comprehensive governance framework to ensure compliance with standards like the Sarbanes-Oxley Act of 2002 and the NYSE listing standards.

⚖️ Oversight Committees & Policies 🛡️

The committees are the operational arms of the Board, giving specific departments deep oversight into different risks and functions. 🧑‍⚖️

• 🔍 Audit Committee: This group oversees financial risks, internal controls, and the adequacy of cybersecurity/data protection. They have the authority to pre-approve professional services.
• 💵 Compensation Committee: This committee is solely responsible for determining all aspects of executive pay packages, including reviewing the Clawback Policy and Stock Ownership Guidelines.
• 🧭 Nominating & Governance Committee: This committee handles who should be on the Board, focusing on candidates with high integrity, sound judgment, and diverse experience.
• 🌲 Strategic Planning Committee: This group assists the Board in setting long-term strategy, including reviewing industry trends impacted by climate-related issues and potential acquisitions.

🌟 Board Expertise and Diversity ✨

The Board strives to ensure that its members bring a diverse blend of skills to best guide the company. The qualifications are intentionally broad to cover the complex nature of a global aftermarket business.

• Skill Set: The directors bring experience across diverse fields, including business leadership, automotive, finance, government policy, IT/cybersecurity, supply chain management, and sustainability.
• Director Qualifications Highlight:
  • Alejandro C. Capparelli: Brings extensive international executive leadership experience in industrial automation, digital transformation, and smart manufacturing (Industry 4.0).
  • Pamela Forbes Lieberman: Offers deep expertise across global manufacturing, distribution, retail, and automotive companies, covering corporate strategy, M&A, and financial reporting.
  • Joseph W. McDonnell: Provides expertise in investment banking, financial strategy, and risk management, with a focus on international and academic affairs.
  • Pamela S. Puryear, PhD: Brings 35 years of global experience in human capital management, organizational development, and operational excellence.

♻️ Ethics and Sustainability Commitment 🌱

SMP is committed to ethical conduct and long-term sustainability, viewing these values as foundational to the company's success. 🌍

• Code of Ethics: The Board maintains a Corporate Code of Ethics that applies to all employees, officers, and directors, promoting compliance from the top down.
• Sustainability: The company links its core automotive aftermarket business to environmental efforts. By offering parts to repair vehicles and remanufacturing key components (like air conditioners and diesel pumps), they help extend the service life of vehicles and support the proliferation of environmentally friendly vehicles.
• Compliance Rules: Directors and officers are strictly prohibited from hedging or pledging their company stock to limit potential conflicts of interest.

🤝 Key Personnel Compensation Details 💵

The Proxy Statement provides a detailed look at the compensation paid to non-employee directors in 2025. 📈

• Average Total Pay: The directors received compensation ranging from $215,623 (Mr. McClymont, Joseph W. McDonnell, Pamela S. Puryear) to $242,614 (Pamela Forbes Lieberman).
• Compensation Composition: Each director receives a combination of cash fees, stock awards, and other compensation.
• Non-Employee Director Retainer: For 2025, non-employee directors generally received an annual cash retainer of $95,000 and a restricted stock award valued at $105,623 (based on a $24.97 per share fair market value).
• Officers' Director Pay: Eric P. Sills and James J. Burke (who are also officers) did not receive compensation in 2025 for their service as directors.

📞 Important Contacts & Navigation 📧

This section is where shareholders find the details on how to vote, who to call, and where to find more information.

• Secretary: For corporate questions, you should contact Carmine J. Broccole, Secretary of the Company.
• Address: Standard Motor Products, Inc., 37-18 Northern Blvd. Long Island City, NY 11101.
• Email/Fax: Questions can be directed via email to [email protected] or by fax to 718-784-3284.
• Website: The proxy materials and annual report are available online at smpcorp.com.

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🧠 The Analogy 🧑‍🏫

Think of the Proxy Statement like a student's detailed end-of-year report card, but for a corporation. It doesn't grade the company's grades (that's the 10-K), but it rates the teachers (the Directors) and the rules (the Governance Policies). It tells you who is qualified to be in charge and how they paid for their time. By reading this document, you get to assess the integrity of the educational system itself, ensuring the company's leadership remains sound and accountable to you, the student (shareholder).

🧩 Final Takeaway 🎯

The Proxy Statement is a governance blueprint, requiring shareholders to vote on fundamental matters like leadership and accounting oversight. Shareholders should prioritize reviewing the recommendations for the Board and the compensation committee, as these votes directly impact the company's future direction and risk management.