UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Check the appropriate box:

Strattec Security Corporation

(Name of Registrant as Specified in Its Charter)

Registrant

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of filing fee (Check all boxes that apply):

Dear Fellow Shareholders,

It is a pleasure to report on Fiscal 2026 developments at Strattec in my annual Chairman’s Letter. Despite continued volatility in our end markets, we continued to grow sales and earnings and increase shareholder value.

Our CEO, Jen Slater, continues to build an outstanding management team in which the Board has tremendous confidence. We have strengthened the organization by adding talent across key functions to enhance alignment, execution and financial controls, and by advancing key transformation and growth initiatives. We also realigned our procurement team in furtherance of our goal of maintaining strong gross margins.

The Company also continued its efforts to make its plants in Milwaukee and Mexico more productive, deploying IT systems and tools and leveraging automation to improve utilization and efficiency, while remaining focused on providing a safe environment for our employees. In addition, we have been working with our joint venture partner, ADAC Automotive, to create a closer partnership that is more beneficial for both parties, and that the Board believes will better position Strattec competitively over the long term.

During the fiscal year, Strattec’s stock increased by approximately 33%, compared to a 22% increase for the S&P 500, extending our track record of strong results under the current leadership team, during whose tenure our stock price has more than tripled.

That said, our business is inherently cyclical and tied to the prospects of the “Big Three” domestic auto manufacturers, and our long-term success continues to depend on our ability to weather those inevitable fluctuations in demand and win new and replacement platform mandates in a competitive supplier landscape. We remain focused on those factors which we can control—talent, technology, innovation, quality and customer relationships—as we execute our strategy to deliver sustainable value for shareholders over the long term.

The Company continued to accumulate cash during the year, and the Board, with the assistance of independent advisors, has diligently considered how best to allocate that capital. In addition to investing in the business to support organic growth, the Board currently views strategic acquisitions and share repurchases, executed at appropriate valuations, as attractive alternatives for deploying capital. At the right price, we believe acquisitions that extend our geographic or product reach, increase our scale or diversify our customer base can be very attractive and, over the long term, can be accretive to earnings and shareholder value.

We view our strong balance sheet as a competitive advantage, particularly given the cyclical nature of our industry. In addition to exploring accretive acquisitions, our liquidity provides us with the flexibility to continue to invest in the business while also returning capital to shareholders when appropriate. During the fourth quarter, the Company repurchased 110,269 shares for $7.4 million. And, in May 2026, the Board approved a new $40 million share repurchase authorization. Members of the Board and management team also purchased stock in the open market during the fiscal year, demonstrating their confidence in the long-term future of the Company.

At this year’s Annual Meeting, you will be asked to elect seven directors, including two new nominees, R. Bruce McDonald and Tribby Warfield. Bruce is current Executive Chairman of Dana, Inc. and Tribby has substantial experience in the automotive industry as both an executive and director. We look forward to benefiting from their insights and perspectives. Tina Chang, a current director, will not be standing for reelection, and we appreciate her years of dedicated service to the Board. We plan to continue thoughtfully refreshing the Board over time, adding directors whose skills and experience complement and build upon those of our current Board members and support the evolution of Strattec’s business and strategy.

We regularly engage with our shareholders, the owners of the Company, whose feedback we greatly value and appreciate. Shareholders may send communication by mail or overnight delivery addressed as follows: Board of Directors (or Committee Chair, Board Member, or Non‑Management Directors, as the case may be appropriate), c/o Secretary, Strattec Security Corporation, 3333 West Good Hope Road, Milwaukee, Wisconsin, 53209, as described on the Investor Relations portion of our Company's website, https://investors.strattec.com/information-request.

At last year’s annual meeting, approximately 93% of shares voted were in favor of the Company’s compensation plan and an average of approximately 98% were in favor of each of our directors. We appreciate this support and remain focused on aligning our governance and compensation practices with shareholder interests. We look forward to meeting with shareholders who are able to attend this year’s Annual Meeting in person.

Thank you for your investment in Strattec.

Notice of Annual Meeting of Shareholders

The Annual Meeting of Shareholders (the “Annual Meeting”) of Strattec Security Corporation, a Wisconsin corporation, will be held at The Pfister Hotel, 424 E Wisconsin Avenue, Milwaukee, Wisconsin 53202, on Tuesday, October 13, 2026, at 8:00 a.m. local time, for the purposes of considering and taking action on the following:

Meeting Information

Meeting Agenda

Milwaukee, Wisconsin

September 16, 2026

PROXY SUMMARY

This summary highlights information contained elsewhere in this Proxy Statement and also provides business, financial and governance highlights. Please read the entire Proxy Statement carefully before voting.

About Strattec (Nasdaq: STRT)

Strattec is a global automotive access company that designs and delivers safe, secure, and highly engineered access solutions for the automotive and mobility industries. Built on generations of access and security engineering expertise, Strattec partners closely with OEMs to create differentiated, system‑level access experiences for end consumers. Strattec’s portfolio spans the access journey from Permission, enabling secure vehicle entry through advanced mechanical and electronic systems; to Motion, delivering effortless, reliable powered access that enhances everyday usability; and through to Hold, providing precision‑engineered latching solutions that give drivers confidence through proven strength, safety, and durability trusted by OEMs worldwide. As access becomes increasingly intelligent, connected, and central to vehicle experience, Strattec’s strategy is to expand its market share, further diversify its customers and geographic reach while becoming the most trusted access partner to drive long‑term growth across global automotive and mobility markets.

Financial Results

Governance Highlights

Shareholder Engagement

Board Overview

Director Nominees

The following table provides summary information about each of the director nominees, and the committees they serve on.

Director Skills Matrix

The Director Skills Matrix shown below summarizes the key skills and expertise that we consider important for our directors considering our business strategy.

Board Refreshment

Strattec Named Executive Officers

CORPORATE GOVERNANCE MATTERS

Board Leadership Structure

We currently have different persons serving as our Chief Executive Officer and as Chairman of our Board of Directors. Mr. Liebau has served as the Chair of our Board since January 1, 2024, and Jennifer Slater is our President and Chief Executive Officer. Although our Board of Directors does not have a formal policy with respect to its leadership structure, we have historically had different persons serve as our Chief Executive Officer and Chairman of the Board of Directors. The Board of Directors believes that the current structure of appointing an independent non-executive Chair best serves Strattec as a good governance practice because it allows Ms. Slater to focus on managing the Company's day-to-day business and implementing our strategies while allowing Mr. Liebau to lead the Board of Directors in its primary role of review and oversight of executive management. The Board of Directors also believes that its leadership structure has created an environment of open, efficient communication between the Board of Directors and management, enabling the Board of Directors to maintain an active, informed role in fulfilling its duties.

Although we believe that separating the Chairman and Chief Executive Officer roles is appropriate for the foreseeable future, we will continue to review this issue periodically to determine whether, based on the relevant facts and circumstances at such time, combining these offices would serve our best interests and the best interests of our shareholders and other constituencies.

Charters of Committees

Our Board of Directors has adopted, and may amend from time to time, a written charter for each of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee. We make available on our website at www.strattec.com, free of charge, copies of each of these charters. We are not including the information contained on or available through our website as a part of, or incorporating such information by reference into, this Proxy Statement.

Board Oversight of Risk

The Board, as a whole and through its committees, has responsibility for the oversight of risk management at the Company. In its risk oversight role, the Board has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed. The Board receives reports from management on financial, operational, legal, regulatory, technology, compliance and reputation risks and the degree of exposure to those risks.

The Board oversees an enterprise-wide approach to risk management, which is designed to (i) support the achievement of organizational objectives, including strategic objectives, (ii) improve long-term organizational performance and (iii) enhance shareholder value. Several Board committees are responsible for risk oversight in specific areas. The Board relies on the Audit Committee to address significant financial risk exposures and the steps management has taken to monitor, control and report such exposures to the Board, including the Company’s risk assessment and risk management guidelines and policies. The Compensation Committee monitors and evaluates risks arising from the Company’s compensation policies and practices for its employees. The Nominating and Corporate Governance Committee has oversight responsibility to ensure that Strattec’s governance standards establish effective systems for monitoring and accountability.

Board Self-Assessment and Evaluation

As part of an annual self-evaluation process, the directors consider various topics relating to the Board’s and each Board committee’s role, structure, composition, relationship with management, access to information and resources, process, and responsibilities, as well as the overall mix of director experiences and skills. The Board and each of its committees independently review and discuss the results of the annual self-assessments. Any matters arising from the self-evaluation process are discussed with both the Chair and in executive session among the directors. The Board’s succession planning considers the results of this self-evaluation, together with other information, including the overall mix of tenure, experience, and skills of the directors, upcoming expected retirements of individual directors, the experience and skills that would be desirable for future directors, and the needs of the Board and its committees at the time.

Code of Business Ethics

We have adopted a Code of Business Ethics that applies to all of our employees, including our principal executive officer, principal financial officer and principal accounting officer, and to our non-employee directors. A copy of our Code of Business Ethics is available on our website. We also intend to disclose any amendments to, or waivers from, our Code of Business Ethics on our corporate website.

Further, we have established whistle-blower procedures which provide a process for the confidential and anonymous submission, receipt, retention and treatment of complaints regarding financial accounting, internal controls or auditing matters. These procedures provide protections to employees who report possible misconduct impacting the Company.

Transactions with Related Persons

During fiscal 2026, Strattec did not engage in any related party transactions within the meaning of the rules of the Commission.

The charter for our Audit Committee provides that one of the responsibilities of our Audit Committee is to review and approve related party transactions in accordance with the listing standards or requirements of the NASDAQ Stock Market. Although we do not currently have a formal written set of policies and procedures for the review, approval or ratification of related party transactions, we do have written procedures in place to identify related party transactions that may require Audit Committee approval. These procedures include annual submission of director and officer questionnaires. Where a related party transaction is identified, the Audit Committee reviews and, where appropriate, approves the transaction based on whether it believes that the transaction is at arm’s length and contains terms that are no less favorable than what we could have obtained from an unaffiliated third party.

Communications between Shareholders and the Board of Directors

Our shareholders may communicate with our Board of Directors or any of our individual directors by directing such communication to our Secretary at the address of our corporate headquarters, 3333 West Good Hope Road, Milwaukee, Wisconsin 53209. Each such communication should indicate that the sender is a shareholder of Strattec and that the sender is directing the communication to one or more of our individual directors or to our Board as a whole.

All communications will be compiled by our Secretary and submitted to our Board of Directors or the applicable individual directors on a monthly basis unless such communications are considered, in the reasonable judgment of our Secretary, to be improper for submission to the intended recipient(s). Examples of shareholder communications that would be considered improper for submission include, without limitation, customer complaints, solicitations, communications that do not relate directly or indirectly to Strattec or our business or communications that relate to improper or irrelevant topics. Our Secretary may also attempt to handle a communication directly where appropriate, such as where the communication is a request for information about Strattec.

Shareholder Proxy Access

In accordance with our Bylaws, as amended, a shareholder may also request that the Company include in its proxy statement in which it solicits proxies with respect to the election of directors at an annual meeting of shareholders, any person nominated for election (a “Shareholder Nominee”) to the Board by a shareholder or by a group of not more than twenty Shareholders that (i) satisfies the requirements of 2.01(d) of our Bylaws (such individual shareholder or shareholder group, including each member thereof, to the extent the context requires, an “Eligible Shareholder”), and (ii) expressly requests in the notice required by such Section 2.01(d) to have the Shareholder Nominee included in the Company’s proxy materials pursuant to such Section 2.01(d). The information that the Company will include in its Proxy Statement is the information provided by the Eligible Shareholder to the Secretary of the Company concerning the Shareholder Nominee and the Eligible Shareholder that is required to be disclosed in the Company’s Proxy Statement by the regulations promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and if the Eligible Shareholder so elects, a written statement, not to exceed 500 words, in support of the Shareholder Nominee’s candidacy (the “Statement”). The Company may omit from its proxy materials any information or Statement (or portion thereof) that it, in good faith, believes would violate any applicable law or regulation. The Company will not be required pursuant to Section 2.01(d) to include any information regarding a Shareholder Nominee in its proxy materials for any meeting of shareholders for which any person is engaging in a solicitation within the meaning of Rule 14a-1(l) under the Exchange Act in support of the election of any individual as a director at such meeting other than Shareholder Nominees or nominees of the Board. The maximum number of Shareholder Nominees nominated by all Eligible Shareholders that the Company shall be required to include in its proxy materials with respect to an Annual Meeting generally shall not exceed the greater of (i) two, or (ii) 20% of the total number of members of the Company’s Board rounded to the closest whole number below 20%.

The Company will be required to include information regarding a Shareholder Nominee in its proxy materials with respect to an Annual Meeting only if the notice of the nomination relating to the Shareholder Nominee is delivered to, or mailed to and received by, the Secretary of the Company no earlier than 120 days and no later than 90 days before the anniversary of the previous year’s annual meeting of shareholders, provided, however, that if the annual meeting is called for a date that is not within 30 days before or after such anniversary date, notice by the shareholder must be received not later than the close of business on the tenth day following the day on which notice of the date of the annual meeting was mailed or public disclosure of the date of the annual meeting was made, whichever first occurs, or if the Company is holding a special meeting of shareholders, then the shareholder must deliver the notice a reasonable time before the Company issues its proxy materials, as specified by the Company in a Current Report on Form 8-K filed pursuant to Item 5.08.

DIRECTOR NOMINEES

Proposal 1: Election of Directors

The Proposal

Our Board currently has established the number of directors at seven members. The Board has nominated each of the following individuals for election for a one-year term expiring at the annual meeting of shareholders to be held in 2027.

Nominees for election at the Annual Meeting:

Board of Directors Recommendation

Directors not standing for Election at the Annual Meeting:

Ms. Chang will not stand for reelection at the Annual Meeting. The decision not to nominate Ms. Chang for reelection was not the result of any disagreement with the Company, management, or the Board on any matter relating to the Company's operations, policies, or practices. The Board thanks Ms. Chang for her years of dedicated service and valuable contributions to the Company.

Board of Directors Recommendation

Director Nominations and Selection Process

The Nominating and Corporate Governance Committee will consider director nominees recommended by shareholders in accordance with our Bylaws, as amended. Pursuant to Section 2.01(c) of our Bylaws, a shareholder may nominate a candidate for election as a director of the Company only if written notice of such intention is received by the Secretary, either by personal delivery or by United States mail, postage prepaid, and received at the Company's principal executive offices (i) in the case of an annual meeting, not less than 90 nor more than 120 days prior to the one year anniversary date of the immediately preceding annual meeting of shareholders; provided, however, that in the event that the annual meeting is called for a date that is not within 30 days before or after such anniversary date, notice by the shareholder in order to be timely must be so received not later than the close of business on the tenth day following the day on which notice of the date of the annual meeting was mailed or public disclosure of the date of the annual meeting was made, whichever first occurs; and (ii) in the case of a special meeting of shareholders called for the purpose of electing directors, not later than the close of business on the tenth day following the day on which notice of the date of the special meeting was mailed or public disclosure of the date of the special meeting was made, whichever first occurs. The proponent's notice must include the undertakings and information required by Section 2.01(c).

The Nominating and Corporate Governance Committee believes that a nominee recommended for a position on our Board of Directors must have an appropriate mix of director characteristics, experience, diverse perspectives and skills. In light of the foregoing, our Board has adopted director selection criteria, a copy of which are available on our website. These criteria are periodically reviewed by the Nominating and Corporate Governance Committee and generally require absence of material conflicts of interest of all independent and non-management directors. The criteria also describe the personal attributes and the broad mix of skills and experience of directors sought by the Company in order to enhance the diversity of perspectives, professional experience, education and other relevant attributes and the overall strength of the composition of the Board taking into account the uniqueness attributable to Strattec’s industry. These director selection criteria work in concert with our director skills matrix and amended Bylaws, as described above, in helping our Nominating and Corporate Governance Committee identify and select director candidates to our Board. In this regard, some of the criteria that may be taken into account by the Nominating and Corporate Governance Committee include personal integrity and high ethical character; professional excellence; accountability and responsiveness; absence of conflicts of interest; fresh intellectual perspectives and ideas; and relevant expertise and experience (including related to financial and accounting matters) and the ability to offer advice and guidance to management based on that expertise and experience that coincides with Strattec’s strategic initiatives.

Director Independence; Audit Committee Financial Expert

Our Board of Directors has reviewed the independence of our continuing directors and the nominees for election to the Board at the Annual Meeting under the applicable listing standards of the NASDAQ Stock Market. Based on this review, our Board of Directors determined that all directors and nominees listed in this Proxy Statement are independent under the NASDAQ Stock Market listing standards other than Ms. Slater, who is not independent due to her role as Strattec's President and Chief Executive Officer.

Our Board of Directors has determined that at least one of the members of our Audit Committee qualifies as an “audit committee financial expert” as defined by the rules of the Commission. Mr. Anversa, the Chair of the Audit Committee, and Mr. Liebau, Board Chair, each qualify as an “audit committee financial expert” based on their respective work experience and education.

Director Qualifications and Skills Matrix

We believe our director nominees are talented individuals with diverse skill sets and backgrounds, as reflected in their biographies set forth below. Many of the directors have extensive and direct automotive industry experience and/or experience in various industries that impact key functional areas of our business, such as in electronics, financial and technology matters. The directors also have varying educational backgrounds, levels of schooling and public company board experience, including a mix of college, post-graduate and multiple public board and committee experience that brings strengths and diversity to our Board.

The director skills matrix shown below summarizes the key skills and expertise that are important for our directors, considering our business strategy. Specifically, the following matrix highlights the key skills, experiences, qualifications and attributes that our Nominating and Corporate Governance Committee considers in evaluating the strength and diversity of the Board. A mark indicates a specific area of focus or expertise on which the Board particularly relies. Not having a mark does not mean the incumbent or nominee director does not possess that qualification or skill.

Committee Membership, Meetings and Attendance

Meetings and Director Attendance

Our Board of Directors held six meetings in fiscal 2026, and all of our directors who served as directors during fiscal 2026 attended more than 75% of the meetings of the Board and the committees of the Board on which they served at the time of such meetings. Executive sessions, or meetings of non-employee directors without management present, are held at each Board meeting.

The committees of our Board of Directors consist of the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee. The chart below identifies the members and chair of each of these committees during fiscal 2026.

Ms. Slater, as our Chief Executive Officer, is not a member of any Board committee but regularly attends Board and committee meetings.

Stock Ownership Requirements

The Board of Directors believes that directors should maintain a meaningful equity interest in Strattec to further align their interests with those of shareholders and reinforce a long-term ownership perspective. Accordingly, the Board has adopted stock ownership guidelines applicable to all non-employee directors. Under the guidelines, each non-employee director is expected to beneficially own shares of Strattec common stock having a market value equal to at least five times the annual cash retainer paid for Board service (currently equal to $425,000). Directors are expected to achieve the applicable ownership level within five years of first becoming subject to the guidelines. The Compensation Committee reviews compliance with the stock ownership guidelines periodically. As of the record date for the Annual Meeting, all non-employee directors were either in compliance with the ownership guidelines or within the applicable phase-in period.

Attendance of Directors at Annual Meetings of Shareholders

Although we do not have a formal policy regarding the attendance of our directors and nominees for election as directors at our Annual Meeting, our directors are encouraged to attend the Annual Meeting. Accordingly, we expect that all of our directors, whether up for re-election at the Annual Meeting or not, will attend the Annual Meeting absent a valid reason, such as a schedule conflict or as a result of other extenuating circumstances. All persons then being elected to serve as one of our directors attended the Annual Meeting of Shareholders held on October 15, 2025.

Compensation Committee Interlocks

None of the Compensation Committee members have at any time been an officer or employee of the Company. In the past fiscal year, none of our NEOs have served as a member of the board of directors or compensation committee of any entity that has one or more NEOs serving on the Company’s Board or Compensation Committee. Accordingly, during fiscal 2026, there were no compensation committee interlocks requiring disclosure under SEC rules.

Director Compensation

General Information

Each non-employee director received, with respect to their fiscal 2026 service, an annual retainer fee of $170,000, payable $85,000 in cash, quarterly in arrears, and approximately $85,000 in restricted stock, generally awarded on the day of the annual meeting of shareholders subject to vesting on the date of the following year’s annual meeting of shareholders at the completion of the non-employee directors’ elected terms. These shares have all the rights of our shares of Common Stock (including voting rights), other than the right to receive cash dividends while such shares are not vested.

Non-employee directors with significant additional duties received the following additional annual retainers for fiscal year 2026: (i) $60,000 for the Chair of the Board of Directors; (ii) $20,000 for the Chair of the Audit Committee, and (iii) $15,000 for the Chairs of the Compensation and Nominating and Corporate Governance Committees.

Director Summary Compensation Table

The following table summarizes the compensation of all of our non-employee directors for fiscal year 2026.

The Compensation Committee annually reviews and approves non-employee director compensation. As part of this process, the Committee evaluates director compensation practices at the Company's peer group and other public companies of comparable size, considering both revenue and market capitalization. The Committee seeks to provide compensation that generally approximates the median of these companies, both in total compensation and by individual pay element, including compensation for directors serving in additional leadership roles. Based on its most recent review, the Committee approved adjustments to director compensation for fiscal 2027, representing the first increase since fiscal 2025.

In fiscal 2027, the annual retainer fee will be $190,000, payable in equal portions of $95,000 in cash, quarterly in arrears, and $95,000 in restricted stock or restricted stock units, generally to be awarded on the day of the annual meeting of shareholders during the fiscal year, subject to vesting on the date of the following year’s annual meeting of shareholders at the completion of the non-employee directors’ elected terms. In addition, non-employee directors with significant additional duties shall receive the following additional annual retainers in fiscal 2027: (i) $75,000 for the Chair of the Board of Directors; (ii) $25,000 for the Chair of the Audit Committee, and (iii) $15,000 for the Chairs of the Compensation and Nominating and Corporate Governance Committees.

EXECUTIVE COMPENSATION

Proposal 2: Advisory Vote to Approve Executive Compensation (Say-on-Pay)

The Proposal

In accordance with Exchange Act Rule 14a-21(a), and consistent with the similar proposal on executive compensation submitted to our shareholders in connection with previous shareholder annual meetings, our Board of Directors has authorized a non-binding advisory shareholder vote to approve the compensation of our named executive officers as reflected in the Compensation Discussion and Analysis section of this Proxy Statement, the disclosures regarding named executive officer compensation provided in the various tables included in this Proxy Statement, the accompanying narrative disclosures, and the other executive compensation information provided in this Proxy Statement. This proposal, commonly known as “Say-on-Pay,” gives our shareholders the opportunity to endorse or not endorse our executive pay programs and policies.

We believe that our compensation policies and procedures, which are reviewed and approved by our Compensation Committee, are designed to align our executive officers’ compensation with our short-term and long-term performance and to provide the compensation and incentives needed to attract, motivate and retain key executives who are important to our continued success. Our Compensation Committee periodically reviews and approves our compensation policies and procedures, and periodically reviews our executive compensation programs and takes any steps it deems necessary to continue to fulfill the objectives of our compensation programs.

Shareholders are encouraged to carefully review the “Compensation Discussion and Analysis” section of this Proxy Statement for a discussion of our executive compensation programs. These programs have been designed to promote a performance-based culture which aligns the interests of our named executive officers and other senior managers with the interests of our shareholders. This includes annual incentive cash compensation based on the Company achieving specified financial performance measures and a substantial portion of our named executive officers’ compensation comprised of equity awards with long-term vesting requirements based both on service and performance.

Accordingly, shareholders are being asked to vote on the following advisory resolution:

“Resolved, that the compensation paid to Strattec's named executive officers, as disclosed in this Proxy Statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission (including pursuant to Item 402 of Regulation S-K), including the compensation tables and narrative discussion, is hereby approved on an advisory basis.”

Although the vote on this advisory resolution is non-binding, the Compensation Committee and Board of Directors value our shareholders’ opinions and will take into account the outcome of the vote when considering future executive compensation arrangements. At our 2025 Annual Meeting of Shareholders, over 93% of the votes cast on the Say-on-Pay proposal were voted in favor of the proposal. Our advisory Say-on-Pay vote occurs annually.

Vote Required for Approval

The affirmative vote of the holders of a majority of the shares of our common stock as are represented in person or by proxy and entitled to vote on the proposal is required to approve the advisory resolution on the compensation of our named executive officers. A properly executed proxy of a holder of shares of common stock entitled to vote marked "abstain" with respect to Proposal 2 will not be voted with respect to the proposal; accordingly, for purposes of Proposal 2, abstentions will be counted in determining the required vote and will have the effect of a vote “against” approving the advisory resolution.

Board of Directors Recommendation

COMPENSATION DISCUSSION AND ANALYSIS

Table of Contents

This Compensation Discussion and Analysis describes the material elements of the compensation of the Company’s named executive officers (“NEOs”) identified below, the objectives and principles underlying executive compensation programs, recent compensation decisions, and the factors considered by the Compensation Committee and management in making those decisions. The Company’s NEOs for fiscal 2026 were:

Compensation Process Overview

Executive Compensation Highlights. Our compensation program is designed to reflect our philosophy that executive compensation should be directly linked to Company performance, with the ultimate goal of increasing long-term shareholder value. Key highlights of our compensation program are as follows:

The Company uses EBITDA and Adjusted EBITDA in this Proxy Statement which are non-GAAP financial measures and are intended to supplement the results provided in accordance with accounting principles generally accepted in the United States. The Company's management uses Adjusted EBITDA to make strategic decisions, establish budget plans and forecasts, identify trends affecting Strattec's business and evaluate performance. We believe that such information provides insights into the true operating performance of the Company and offers an additional measurement of the Company’s performance.

Alignment of Compensation to Drive Performance. Our executive compensation program is designed to foster a culture of performance, attract and retain highly experienced executives, and provide balanced incentives for the achievement of near-term and long-term objectives, without encouraging executives to take excessive risks. Key components of our compensation program include base salary, short-term annual cash incentives, long-term equity incentives, other benefits, and limited perquisites. The program is designed to align with our financial and strategic objectives, which are intended to create long-term shareholder value. The key tenets of our business model and near-term focus, include strengthening the Company’s profitability and driving cash flow from operations to continue to transform and invest in the business. We believe these focused efforts will allow us to capitalize on our technical engineering expertise, market leading positions and strong customer relationships to generate innovative solutions and predictable sales growth with new and existing customers. Our compensation program links executive pay with effective execution of the business transformation – driving growth in sales, earnings, cash flow and ultimately, stock price appreciation.

Compensation and Governance Practices. The Company’s executive compensation program is also designed to reflect appropriate governance practices aligned with the needs of our business. Below is a summary of compensation practices the Company has adopted that are consistent with those principles, followed by a list of practices the Company does not subscribe to because we do not believe they serve shareholder long-term interests.

Executive Compensation Decision-Making Process

The Role of the Compensation Committee. The Compensation Committee oversees the executive compensation program for our NEOs. The Committee is comprised solely of independent, non-employee directors. The Compensation Committee retains the ability to engage with outside advisors to assist in its efforts and works closely with its independent compensation consultant, outside counsel and management to examine the effectiveness of the Company’s executive compensation program and to ensure that the Committee is meeting the terms of its charter. The Compensation Committee determines the CEO’s compensation, including salary, bonus, incentive, and equity-based compensation, taking into account the goals and objectives of the Company, the performance evaluation of the CEO conducted by the Board in light of those goals and objectives, and the compensation of chief executive officers at comparable companies. The Compensation Committee also makes all final compensation and equity award decisions regarding our other NEOs, taking into account the CEO’s recommendations and evaluations of each officer’s performance, the Company’s overall performance, and comparable compensation paid to similarly situated executives in comparable companies.

The Role of Management. Members of our management team regularly attend Compensation Committee meetings to provide background information and additional context on the Company’s strategies, policies and practices; report financial results relating to the achievement of the Company’s financial goals; assist in the development of the Company’s incentive goals; and help in planning each meeting’s agenda and related materials. The CEO also provides the Committee recommendations pertaining to the compensation of the other NEOs and key executives. Only Compensation Committee members can vote on decisions regarding NEO compensation, including that of the CEO.

The Role of Compensation Consultant. The Compensation Committee retained Pay Governance LLC ("Pay Governance") as its independent compensation consultant to provide market information, analysis and advice related to executive compensation. Pay Governance assisted the Compensation Committee in, among other things, developing an appropriate peer group for compensation benchmarking; assessing and recommending changes to the compensation program for non-employee directors; structuring employment offers for new executives; evaluating competitive compensation levels for key executives; reviewing the structure of incentive plans and recommending appropriate changes; and monitoring market trends and developments. In accordance with applicable SEC and Nasdaq requirements, the Compensation Committee assessed the independence of Pay Governance and concluded that no conflicts of interest existed that would impair Pay Governance's ability to provide independent advice to the Compensation Committee.

The Role of Peer Group Companies. The Compensation Committee strives to set a competitive level of total compensation for each NEO as compared with executive officers in similar positions at peer companies. For purposes of setting fiscal 2026 compensation levels, the Compensation Committee took into account publicly-available data for the group of peer companies listed below along with executive compensation survey data, where appropriate. Selection criteria for determining our compensation peer group focused on U.S.-based publicly-traded companies in similar industries (automotive parts & equipment; construction & heavy transportation equipment; industrial machinery parts & equipment; electronic parts & equipment), comparable revenues and market capitalization as well as other factors of size and scale including, but not limited to assets, invested capital and number of employees.