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. )

Filed by the Registrant [X]

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Check the appropriate box:

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Commission Only
(as permitted by Rule 14a-
6(e)(2))

[X] Definitive Proxy Statement

[_] Definitive Additional Materials

[_] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

Stoneridge, Inc.
(Name of Registrant as Specified in Its Charter)

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

Payment of Filing fee (Check the appropriate box):

[X]No fee required.

[_]Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

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previously. Identify the previous filing by registration statement number,
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STONERIDGE, INC.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

----------------

To our Shareholders:

The 2001 annual meeting of shareholders of Stoneridge, Inc. will be held at
600 Golf Drive, Warren, Ohio 44483, on Monday, May 7, 2001, at 10:00 a.m.,
local time, for the following purposes:

1. To elect eight directors, each for a term of one year;

2. To consider a proposal to approve an increase in the number of
common shares reserved for issuance under Stoneridge's Long-Term
Incentive Plan by 1,500,000, from 1,000,000 to 2,500,000;

3. To receive reports at the meeting. No action constituting approval
or disapproval of the matters referred to in the reports is
contemplated; and

4. Any other matters that properly come before the meeting.

Only shareholders of record at the close of business on March 22, 2001, are
entitled to notice of and to vote at the meeting or any adjournment thereof.
Shareholders are urged to complete, date and sign the enclosed proxy and
return it in the enclosed envelope. The principal address of Stoneridge, Inc.
is 9400 East Market Street, Warren, Ohio 44484.

By order of the Board of Directors,

AVERY S. COHEN,
Secretary

Dated: March 30, 2001

YOUR VOTE IS IMPORTANT
PLEASE COMPLETE, SIGN, DATE AND RETURN YOUR PROXY

STONERIDGE, INC.

PROXY STATEMENT

----------------

Our Board of Directors is sending you this proxy statement to ask for your
vote as a Stoneridge shareholder on certain matters to be voted on at the
annual meeting of shareholders. The annual meeting of shareholders will be
held at 600 Golf Drive, Warren, Ohio 44483, on Monday, May 7, 2001, at 10:00
a.m., local time. We are mailing this proxy statement and the accompanying
notice and proxy to you on or about March 30, 2001.

Annual Report. A copy of our Annual Report to Shareholders for the fiscal
year ended December 31, 2000, is enclosed with this proxy statement.

Solicitation of Proxies. Our Board of Directors is making this solicitation
of proxies and we will pay the cost of the solicitation. We have retained
Corporate Investor Communications, Inc., at an estimated cost of $4,000, to
assist us in the solicitation of proxies from brokers, nominees, institutions
and individuals. In addition to solicitation of proxies by mail and by
Corporate Investor Communications, Inc., our employees may solicit proxies by
telephone, facsimile or electronic mail.

Proxies; Revocation of Proxies. The shares represented by your proxy will be
voted in accordance with the instructions as indicated on your proxy. In the
absence of any such instructions, they will be voted to elect the director
nominees set forth under "Election of Directors" and FOR Proposal One. Your
presence at the annual meeting of shareholders, without more, will not revoke
your proxy. However, you may revoke your proxy at any time before it has been
exercised by signing and delivering a later-dated proxy or by giving notice to
us in writing at our address indicated on the attached Notice of Annual
Meeting of Shareholders, or in open meeting.

Voting Eligibility. Only shareholders of record at the close of business on
the record date, March 22, 2001, are entitled to receive notice of the annual
meeting of shareholders and to vote the common shares that they held on the
record date at the meeting. On the record date, our voting securities
outstanding consisted of 22,397,311 common shares, without par value, each of
which is entitled to one vote at the meeting.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table describes certain information regarding the beneficial
ownership of our common shares as of February 28, 2001, by: (a) our directors
(all of whom are also nominees for director); (b) each other person who is
known by us to own beneficially more than 5% of our outstanding common shares;
(c) our chief executive officer and the four other most highly compensated
executive officers named in the Summary Compensation Table; and (d) our
executive officers and directors as a group.

Number of
Shares Percent
Beneficially of
Name of Beneficial Owner(1) Owned Class
- --------------------------- ------------ -------

D.M. Draime(2)............................................ 5,591,172 24.9%
Cloyd J. Abruzzo(3)....................................... 2,037,703 9.1
Jeffrey P. Draime(4)...................................... 2,009,541 9.0
Scott N. Draime(5)........................................ 1,880,179 8.4
Dimensional Fund Advisors Inc.(6)......................... 1,419,400 6.3
Second National Bank of Warren(7)......................... 1,363,456 6.1
Avery S. Cohen(8)(9)...................................... 547,002 2.4
Sheldon J. Epstein(9)(10)................................. 422,022 1.9
Richard E. Cheney(11)..................................... 46,579 *
C.J. Hire................................................. 5,000 *
Richard G. LeFauve........................................ 3,000 *
Earl L. Linehan........................................... 180,079 *
Gerald V. Pisani(12)...................................... 531,719 2.4
Kevin P. Bagby(13)........................................ 97,079 *
Thomas Beaver............................................. 46,579 *
All Executive Officers and Directors as a Group (13
persons)................................................. 9,879,846 44.1%

- --------
* Less than 1%.
(1) Unless otherwise indicated, the beneficial owner has sole voting and
investment power over such shares.
(2) Represents 5,591,172 common shares held in trust for the benefit of D.M.
Draime, of which Mr. Draime is trustee. The address of D.M. Draime is
9400 East Market Street, Warren, Ohio 44484.
(3) Represents 299,590 common shares held in trust for the benefit of Cloyd
J. Abruzzo of which Mr. Abruzzo is trustee, and an aggregate of
1,390,856 common shares held in trust for the benefit of D.M. Draime's
children and grandchildren of which Mr. Abruzzo is trustee, 200,000
common shares that Mr. Abruzzo has the right to acquire upon the
exercise of share options, and 147,257 common shares owned directly. The
address of Cloyd J. Abruzzo is 9400 East Market Street, Warren, Ohio
44484.
(4) Represents 886,114 common shares held in trust for the benefit of
Jeffrey P. Draime of which Jeffrey P. Draime is trustee, and 1,090,427
common shares held in trust for the benefit of Scott N. Draime's and
Rebecca Gang's children, of which Jeffrey P. Draime is trustee, and
33,000 common shares owned by Jeffrey P. Draime directly. The address of
Jeffrey P. Draime is 9400 East Market Street, Warren, Ohio 44484.
(5) Represents 818,240 common shares held in trust for the benefit of Scott
N. Draime of which Scott N. Draime is trustee, 477,339 common shares
held in trusts for the benefit of Jeffrey P. Draime's children of which
Scott N. Draime is trustee, and 584,600 common shares owned by Scott N.
Draime directly. The address of Scott N. Draime is 1209 Cerrito Grande,
El Paso, Texas 79912.
(6) According to a Schedule 13G filed with the Securities and Exchange
Commission by Dimensional Fund Advisors all common shares are owned by
advisory clients of Dimensional Fund Advisors. Dimensional Fund Advisors
has disclaimed beneficial ownership of all such securities. The address
of Dimensional Fund Advisors is 1299 Ocean Avenue, 11th Floor, Santa
Monica, CA 90401.
(7) Represents shares held as trustee of a trust. The address of the Second
National Bank of Warren is 108 Main Avenue SW, Warren, Ohio 44481.

(8) Includes 124,481 common shares held under the Ohio Transfer to Minors
Act for the benefit of William M. Draime and John A. Draime, of which
Mr. Cohen is custodian.
(9) Includes 373,443 common shares held in separate trusts for the benefit
of Scott N. Draime, Jeffrey P. Draime and Rebecca M. Gang, of which Mr.
Cohen and Mr. Epstein are co-trustees.
(10) Includes 1,500 common shares owned by Mr. Epstein's wife.
(11) Includes 500 common shares owned by Mr. Cheney's wife.
(12) Includes 169,545 common shares held in trust for the benefit of Gerald V.
Pisani of which Mr. Pisani is trustee and 185,120 common shares held in
separate trusts for the benefit of Gerald V. Pisani's children, of which
Gerald V. Pisani's wife is the trustee. Includes 100,000 common shares
that Mr. Pisani has the right to acquire upon the exercise of share
options.
(13) Includes 50,000 common shares that Kevin P. Bagby has the right to
acquire upon the exercise of share options.

ELECTION OF DIRECTORS

In accordance with our Code of Regulations, the number of directors has been
fixed at eight. At the annual meeting of shareholders, you will elect eight
directors to hold office until our next annual meeting of shareholders and
until their successors are elected and qualified. The Board of Directors
proposes that the nominees described below, all of whom are currently serving
as directors, be re-elected to the Board of Directors. At the annual meeting
of shareholders, the shares represented by proxies, unless otherwise
specified, will be voted for the election of the eight nominees hereinafter
named.

The director nominees are identified in the following table. If for any
reason any of the nominees is not a candidate when the election occurs (which
is not expected), the Board of Directors expects that proxies will be voted
for the election of a substitute nominee designated by management. The
following information is furnished with respect to each person nominated for
election as a director.

The Board recommends that you vote "FOR" the following nominees.

Nominees for Election at the Annual Meeting

Expiration
Period of of Term
Principal Occupation and Service as a for Which
Name and Age Business Experience Director Proposed
------------ ------------------------ ------------ ----------

President, Chief 1990 to date 2002
Executive Officer,
Cloyd J. Abruzzo............... Assistant Treasurer of
50 the Company

Retired Chairman of Hill 1988 to date 2002
Richard E. Cheney.............. & Knowlton, Inc., a
79 public relations firm

Partner, Baker & 1988 to date 2002
Avery S. Cohen................. Hostetler LLP, a law
64 firm

Chairman of the Board of 1988 to date 2002
D.M. Draime.................... Directors, Assistant
67 Secretary of the Company

Principal, Gaintner, 1988 to date 2002
Bandler & Reed, P.L.C.,
Sheldon J. Epstein............. an independent public
62 accounting firm

C.J. Hire...................... Retired President and 1999 to date 2002
71 Chief Executive Officer
of Hi-Stat Manufacturing
Co., Inc, an automobile
parts manufacturer

Richard G. LeFauve............. Retired President of GM 1999 to date 2002
66 University and retired
Senior Vice President of
GM

Earl L. Linehan................ President, Woodbrook 1988 to date 2002
59 Capital Inc., a venture
capital and investment
firm

Each of the nominees for election as a director has engaged in the principal
occupation or activity indicated for at least five years, except (1) Mr. Hire
was the president and chief executive officer of Hi-Stat Manufacturing Co.,
Inc., from 1969 until our acquisition of Hi-Stat on December 31, 1998, (2) Mr.
LeFauve was the president of GM University and the senior vice president of GM
from April 1997 until his retirement in January 1999 and was the chief
executive officer and president of the Saturn subsidiary of GM and the group
executive of small car production of GM's North American Operations from 1994
until April 1997, and (3) Mr. Epstein was the managing member, Epstein, Woods
& Dwyer, P.L.C., an independent public accounting firm, from 1994 until June
1999.

Mr. Abruzzo is a director of Second National Bank of Warren. Mr. Cheney is a
director of Rowe Furniture, Inc., and Chattem, Inc. Mr. LeFauve is a director
of Harley-Davidson, Inc.

Our Board of Directors has appointed an audit committee and a compensation
committee. The Board of Directors does not have a finance or nominating
committee. The audit committee is comprised of Messrs. Epstein, Linehan and
Hire. The compensation committee is comprised of Messrs. Cheney, Linehan and
LeFauve.

The audit committee makes recommendations to the Board of Directors
concerning the engagement of independent public accountants for our company,
reviews with the independent public accountants the plans and results of audit
engagements, approves professional services provided by the independent public
accountants, reviews the independence of the independent public accountants,
considers the range of audit and nonaudit fees, reviews the independent public
accountants' management letters and our responses, reviews the adequacy of our
internal accounting controls, and reviews major accounting or reporting
changes.

The compensation committee reviews employment, development, reassignment and
compensation matters involving corporate officers and other executive level
employees, including issues relating to salary, bonus and incentive
arrangements. The Compensation Committee also administers our Long-Term
Incentive Plan.

In 2000, our Board of Directors held four meetings and took action by
unanimous written consent on two occasions. In 2000, the audit committee and
the compensation committee both held two meetings. In 2000, each member of the
Board of Directors attended at least 75% of the meetings of the Board of
Directors and of the committees on which he serves.

Directors' Compensation. Each director, who is not an employee of ours, or
of a subsidiary of ours, receives $20,000 per year for being a director,
$1,000 for attending each meeting of the Board of Directors and $500 for each
telephonic meeting of the Board of Directors. There is no additional fee
received for attending committee meetings unless such meeting takes place on a
day other than the same day as a meeting of the Board of Directors, in which
case committee members receive $1,000 for attending such meetings. Directors
who are also employees of ours are not paid any director's fee. We reimburse
out-of-pocket expenses incurred by all directors in connection with attending
Board of Directors and committee meetings.

Compensation Committee Report

Introduction. The compensation committee (the "Committee") is responsible
for determining the compensation to be paid to our executive officers and
administering our Long-Term Incentive Plan.

The Committee's philosophy with respect to the compensation of our executive
officers is (1) to provide a competitive total compensation package that
enables us to attract and retain qualified executives and align their
compensation with our overall business strategies and, (2) to provide each
executive officer with a significant economic stake in our success.

To this end, the Committee determines executive compensation with a focus on
compensating executive officers based on their responsibilities and our
performance. The primary components of our executive compensation program are
(1) base salaries and certain other annual compensation, (2) bonuses, and (3)
share options. The overall objectives of this strategy are to attract and
retain the best possible executive talent, to motivate our executives to
achieve the goals inherent in our business strategy, to link executive and
shareholder interests through equity-based plans and, finally, to provide a
compensation package that recognizes individual contributions and overall
business results.

Each year the Committee conducts a review of our executive compensation
program. In connection with the review of compensation for 2000, the Committee
considered two comprehensive reports. The first was prepared by Arthur
Andersen LLP and the second was prepared by Ernst & Young LLP. The reports
assessed our compensation program and compared our executive compensation to a
peer group of public corporations. In

setting our executive officers' overall 2000 compensation, the Committee
reviewed and considered the Arthur Andersen report in determining base
salaries for 2000 and the Ernst & Young report in determining 2000 bonus
awards.

The Committee reviews the selection of peer companies used for compensation
analysis. The peer groups used for compensation analysis are generally not the
same as the peer group index in the Performance Graph included in this proxy
statement. The Committee believes that our most direct competitors for
executive talent are not necessarily all of the companies that would be
included in a peer group established for comparing shareholder returns. This
year's compensation reviews permitted an evaluation of the link between our
performance and our executive compensation in the context of the compensation
programs of other companies.

The Committee determines the compensation of the most highly compensated
corporate executives, including the individuals whose compensation is detailed
in this proxy statement, and sets policies for and reviews the compensation
awarded to other highly compensated corporate executives. This is designed to
ensure consistency throughout the executive compensation program. In reviewing
the individual performance of the executives whose compensation is detailed in
this proxy statement (other than Mr. Abruzzo and Mr. Draime), the Committee
takes into account the views of Mr. Abruzzo and Mr. Draime.

Base Salaries and Other Annual Compensation. After review and discussion of
the Arthur Andersen report, the Committee set salary levels for our executive
officers on the basis of the executives' responsibilities. However, in each
case, due consideration is given to personal factors, such as the individual's
experience and record and the responsibility associated with his position, and
external factors, such as salaries paid to similarly situated executive
officers by peer companies and prevailing conditions in the geographic area
where the executive's principal services will be performed. In the case of
executive officers with responsibility for a particular business unit, that
unit's financial results are also considered.

Annual adjustments to each executive officer's salary are determined based
on the foregoing factors but with due consideration also being given to
prevailing economic conditions, to the relationship of such adjustments to
those being given to other employees, to the performance of the executive's
duties and responsibilities and to other individual performance-related
criteria that may be relevant with respect to such executive officer at the
time. Finally, the Committee, where appropriate, also considers non-financial
performance measures. These include increase in market share, manufacturing
efficiency gains, improvements in product quality and improvements in
relations with customers, suppliers and employees.

In determining the appropriate levels for Mr. Abruzzo's 2000 base salary and
bonus, the Committee considered the same factors that it considers when fixing
compensation levels for our other executive employees and sought to achieve
the same corporate goal. Mr. Abruzzo was granted a base salary of $350,000 for
2000.

Bonuses. Our executive officers are eligible for annual cash bonuses.
Bonuses are viewed as a reward for individual contributions to our performance
and are based not only on our short-term results but also on the investments
for the future growth of our business. In addition, consideration is given to
the achievement of selected financial goals (i.e., operating performance,
asset management and business growth development) and progress in meeting
other long-term objectives and the executive's leadership role in these
activities. The Committee usually makes bonus awards toward the end of the
year or shortly thereafter. In addition to the consideration described above,
the Committee considered the Ernst & Young report in determining bonus awards
for 2000 and considered the major initiatives and programs which, in 2000,
were commenced, completed or furthered under Mr. Abruzzo's leadership, such as
the integration of acquired companies, development of global business and
financial performance. The Committee also took into account the longevity of
Mr. Abruzzo's service to Stoneridge and its belief that Mr. Abruzzo is an
excellent representative of Stoneridge to the public by virtue of his stature
in the industry and the community. Finally, the Committee took into account
that earnings for 2000 were below the Company's expectations in awarding
reduced bonus awards as compared to 1999 and 1998. Based on the above-
described methodology, the Committee awarded Mr. Abruzzo a bonus of $425,000
in 2000.

Share Options. All of our executive officers are eligible to receive options
to purchase our common shares under the Long-Term Incentive Plan. We believe
that share option grants are a valuable motivating tool and provide a long-
term incentive to management. Share option grants reinforce long-term goals by
providing the proper nexus between the interests of management and the
interests of our shareholders. The Committee granted Mr. Abruzzo 25,000 share
options in 2000.

Conclusion. Through the programs described above, a very significant portion
of our executive compensation is linked directly to individual and company
performance and share price appreciation. The Committee intends to continue
the policy of linking executive compensation to performance and returns to
shareholders, recognizing that the fluctuations of the business cycle from
time to time may result in an imbalance for a particular period.

Richard E. Cheney
Earl L. Linehan
Richard G. LeFauve

Audit Committee Report

The Board of Directors adopted a written charter for the audit committee
(the "Audit Committee") on June 14, 2000, and a copy of this charter is
attached to this proxy statement as Appendix A. In accordance with its written
charter, the Audit Committee assists the Board of Directors in fulfilling its
responsibility relating to corporate accounting, reporting practices of the
company, and the quality and integrity of the financial reports and other
financial information provided by the Company to any governmental body or the
public. Management is responsible for the financial statements and the
reporting process, including the system of internal controls. The independent
auditors are responsible for expressing an opinion on the conformity of the
audited financial statements with generally accepted accounting principles.
Our Audit Committee is comprised of three directors, who are not officers of
the Company. They are all considered "independent" under the listing standards
of the New York Stock Exchange.

In discharging its oversight responsibility as to the audit process, the
Audit Committee reviewed and discussed the audited financial statements of the
Company for the year ended December 31, 2000, with the Company's management.
The Audit Committee discussed the matters required to be discussed by SAS 61,
as modified or supplemented, with the independent accountants. The Audit
Committee also obtained a formal written statement from the independent
accountants that described all relationships between the independent
accountants and the Company that might bear on the accountant's independence
consistent with Independence Standards Board Standard No. 1, "Independence
Discussions with Audit Committee," as amended or supplemented. The Audit
Committee discussed with the independent accountants any relationships that
might impact their objectivity and independence and satisfied itself as to the
accountants' independence. The Audit Committee also considered whether the
provision of non-audit services by Arthur Andersen is compatible with
maintaining Arthur Andersen's independence. Management has the responsibility
for the preparation of the Company's financial statements, and the independent
accountants have the responsibility for the examination of those statements.

Based on the above-referenced review and discussions with management and the
independent accountants, the Audit Committee recommended to the Board of
Directors that the Company's audited financial statements be included in its
Annual Report on Form 10-K for the year ended December 31, 2000, for filing
with the Securities and Exchange Commission.

Sheldon J. Epstein
Earl L. Linehan
C.J. Hire

EXECUTIVE COMPENSATION

The table below describes the compensation paid for the last three fiscal
years to our chief executive officer and the four other most highly
compensated executive officers. We sometimes refer to the people listed in the
table below as our "named executive officers."

Summary Compensation Table

Long-Term
Annual Compensation Compensation Awards
------------------------ ---------------------
Number of
Other Annual Restricted Securities All Other
Name and Principal Fiscal Salary Bonus Compensation Shares Underlying Compensation
Position Year ($) ($) ($) ($) Option (#) ($)
------------------ ------ -------- -------- ------------ ---------- ---------- ------------

Cloyd J. Abruzzo........ 2000 $350,000 $425,000 -- -- 25,000 420(1)
President and 1999 324,000 550,000 -- -- -- 1,297(1)
Chief Executive Officer 1998 300,000 500,000 -- -- -- 1,199(1)

D.M. Draime............. 2000 200,000 100,000 -- -- -- 2,316(1)
Chairman of the 1999 200,000 200,000 -- -- -- 5,211(1)
Board of Directors 1998 200,000 200,000 -- -- -- 4,405(1)

Gerald V. Pisani........ 2000 230,000 175,000 -- -- 15,000 1,204(1)
Vice President and
President, 1999 216,000 230,000 -- -- -- 2,891(1)
Stoneridge Engineered 1998 204,000 200,000 -- -- -- 2,689(1)
Products Group

Kevin P. Bagby.......... 2000 185,000 145,000 -- -- 10,000 274(1)
Vice President and
Chief 1999 170,000 190,000 -- -- -- 1,199(1)
Financial Officer 1998 162,000 150,000 -- -- -- 1,113(1)

Thomas A. Beaver........ 2000 170,000 70,000 -- -- -- 243(1)
Vice President, Sales 1999 141,716 44,660 -- -- 2,000 --
and Marketing 1998 129,800 42,000 -- -- -- --

- --------
(1) Represents the aggregate amount of term life insurance premiums paid by
the Company.

Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values

Number of Securities
Shares Underlying Unexercised Value of Unexercised
Acquired on Options at Fiscal In-the-Money Options
Exercise Value Year-End (#) at Fiscal Year-End ($)
Name (#) Realized ($) Exercisable/Unexercisable Exercisable/Unexercisable
---- ----------- ------------ ------------------------- -------------------------

Cloyd J. Abruzzo........ -- -- 200,000 / 25,000 -- 0 -- / -- 0 --
D.M. Draime............. -- -- -- / -- -- 0 -- / -- 0 --
Gerald V. Pisani........ -- -- 100,000 / 15,000 -- 0 -- / -- 0 --
Kevin P. Bagby.......... -- -- 50,000 / 10,000 -- 0 -- / -- 0 --
Thomas A. Beaver........ -- -- -- / 2,000 -- 0 -- / -- 0 --

Option Grants in Last Fiscal Year

Individual Grants
-----------------------
Potential
Realized Value at
Assumed Annual
Percentage of Rates of Stock
Total Options Price
Granted to Appreciation For
Employees Exercise Option Term(3)
Options Fiscal Price Expiration -----------------
Name Granted(1) Year(2) ($/Share) Date 10%
---- ---------- ------------- --------- ---------- 5% --------

Cloyd J. Abruzzo........ 25,000 41.16% $7.82 July 2010 $123,000 $311,500
D.M. Draime............. -- -- -- -- -- --
Gerald V. Pisani........ 15,000 25% $7.82 July 2010 73,800 186,900
Kevin P. Bagby.......... 10,000 16.66% $7.82 July 2010 49,200 124,600
Thomas A. Beaver........ -- -- -- -- -- --

- --------
(1) Options are not exercisable during the first two years after the date of
grant.
(2) Based on 60,000 options granted to all employees during the fiscal year.
(3) These amounts are based on hypothetical appreciation rates of 5% and 10%
and are not intended to forecast the actual future appreciation of the
Company's shares. No gain to optionees is possible without an actual
increase in the price of the Company's shares, which would benefit all of
the Company's shareholders. All calculations are based on a ten-year
option period.

Change of Control Agreements

Messrs. Abruzzo, Bagby, Beaver and Pisani have each entered into an
agreement with us that guarantees we will pay to each of them two years of
continued compensation (including bonuses) and benefits upon a change of
control regardless of whether they remain employed by us. A change of control
shall be deemed to have occurred if any shareholder or group of shareholders
acquires more of our common shares than are owned by D.M. Draime and his
direct descendants and trusts for the benefit of D.M. Draime and his direct
descendants.

Compensation Committee Interlocks and Insider Participation

Messrs. Cheney, LeFauve and Linehan are the members of our compensation
committee. There are no compensation committee interlocks.

Certain Relationships and Related Transactions

Hunters Square. D.M. Draime is a 25% owner of Hunters Square, Inc., an Ohio
corporation ("HSI"), which owns Hunters Square, an office complex and shopping
mall located in Warren, Ohio. We lease office space in Hunters Square for use
as the headquarters of our Alphabet Group. We pay all maintenance, tax and
insurance costs related to the operation of the office. Lease payments made by
us to HSI in 2000 were $356,378. We will continue to make lease payments as
required under the lease agreement, which terminates in December 2009.

Industrial Development Associates LP. Earl Linehan and D.M. Draime, as
limited partners, own 11.81% and 10.00%, respectively, of Industrial
Development Associates ("IDA"), a Maryland limited partnership real estate
development company in which we are a 30% general partner. We have lease
agreements with IDA pursuant to which we lease two facilities located in
Mebane, North Carolina, until March 31, 2001 and March 31, 2004. We are
responsible for all maintenance, taxes and insurance related to the operation
of the facilities. In 2000, we made lease payments to IDA of $218,208.

Northern Precision Machine Products, Inc. C. J. Hire's son owns 20% of
Northern Precision Machine Products, Inc. ("NPMP"), a supplier of ours. In
2000, we purchased $2,361,000 of components from NPMP.

Relationship with Counsel. Avery S. Cohen, one of our directors, is a
partner in Baker & Hostetler LLP, a law firm which has served as general
outside counsel for us since 1993 and is expected to continue to do so in the
future.

Performance Graph

Set forth below is a line graph comparing the cumulative total return of a
hypothetical investment in our common shares with the cumulative total return
of hypothetical investments in the New York Stock Exchange Market Index and
the Media General Financial Services, Inc.--Industry Group 333 (Automotive
Parts) Index based on the respective market price of each investment at
October 10, 1997 (the date of our initial public offering), December 31, 1997,
December 31, 1998, December 31, 1999, and December 31, 2000, assuming in each
case an initial investment of $100 on October 10, 1997, and reinvestment of
dividends.

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10/10/97 12/31/97 12/31/98 12/31/99 12/31/00
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Stoneridge, Inc. 100.00 80.00 113.75 77.19 33.75
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Auto Parts 100.00 94.35 96.27 81.55 65.61
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NYSE Market Index 100.00 103.07 122.65 134.30 137.50
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Proposal One--Amendment to the Long-Term Incentive Plan to Increase the Number
of Common Shares Available for Awards.

Currently, there are 1,000,000 common shares reserved for issuance pursuant
to grants or awards under our Long-Term Incentive Plan, which is referred to
as the "Plan." This represents about 4.5% of our outstanding common shares. By
the end of 2000, we had granted options under the Plan for 576,000 common
shares. In January 2001, we granted options for an additional 304,500 common
shares. Therefore, only 119,500 common shares remain available for issuance
and grants under the Plan.

Summary of the Plan

. The purpose of the Plan is to promote our long-term growth and
profitability by enabling us to attract, retain and reward key employees
and to strengthen the common interests of such employees and our
shareholders by offering the employees equity or equity-based incentives.
Approximately 1,500 employees are currently eligible to participate in the
Plan.

. Grants of incentive or nonqualified share options, restricted shares,
deferred shares, share purchase rights, share appreciation rights in tandem
with options, other share-based awards, or any combination thereof, may be
made under the Plan.

. The Compensation Committee administers the Plan and determines who receives
awards, the type and amount of awards, the consideration, if any, to be
paid for awards, the timing of awards and the terms and conditions of
awards. The Committee has the authority to adopt, alter and repeal such
rules, guidelines and practices governing the Plan as it considers
advisable and to interpret the terms and provisions of the Plan and any
award issued under the Plan. The Committee is composed of members of the
Board of Directors, each of whom is a "non-employee" director under Rule
16b-3 of the Securities Exchange Act of 1934, as amended, and an "outside
director" within the meaning of Section 162(m) of the Internal Revenue Code
of 1986, as amended.

. Share options granted under the Plan are exercisable at such time or times
as the Committee determines at the time of grant. However, share options
granted under the Plan may not be exercised for a period of six months and
one day from the date of grant. Unless otherwise determined by the
Committee, the unexercised portion of any share option granted under the
Plan will terminate 90 days after the grantee of such option ceases to be
an employee of ours.

. The exercise price of a share option granted under the Plan may not be less
than 100% of the fair market value of our common shares on the date the
option is granted.

. No participant in the Plan may be granted share options or other share
awards in any calendar year for more than 300,000 common shares.

. The Plan is not qualified under Section 401(a) of the Code and is not
subject to the provisions of the Employee Retirement Income Security Act of
1974.

. The Plan provides for vesting, exercise or forfeiture of rights granted
under the Plan on retirement, death, disability, termination of employment
or a change of control.

. The Board of Directors may modify, suspend or terminate the Plan as long as
it does not impair the rights thereunder of any participant.

Material Change Effected by the Amendment

The Company is seeking shareholder approval to amend the Plan only to
increase the number of common shares available for awards under the Plan. On
February 9, 2001 in the belief that the Plan is accomplishing its

objectives, our Board of Directors unanimously approved an amendment to the
Plan, subject to shareholder approval, to increase by 1,500,000 the number of
common shares available for awards under the Plan. As described under the
section heading "Compensation Committee Report," the Company has made grants
of share options to the executive officers. We believe that the use of share-
based benefits as part of our compensation package is of great importance in
promoting our growth and continued success and is thus of substantial benefit
to our shareholders.

The proposed increase represents approximately 6.7% of our outstanding
common shares. If the increase is approved, the total amount of common shares
authorized under the Plan would be less than 11.2% of our outstanding common
shares.

The authorization of the additional 1,500,000 common shares is expected to
help the Company achieve its goal of promoting the Company's long-term growth
and profitability by enabling the Company to attract, retain and reward key
employees. Without the additional shares being available under the Plan, the
Company would likely in the future have insufficient shares to make annual
grants of share options to the Company's executive officers and could be
disadvantaged in attracting and retaining key employees.

Vote Required for Approval

The affirmative vote of a majority of our common shares present at the
annual meeting of shareholders, either in person or by properly executed
proxy, is required to approve Proposal One.

Under Ohio law and our Amended and Restated Articles of Incorporation, as
amended, abstentions and broker non-votes, if any, with respect to Proposal
One will, in effect, be votes against the proposal.

The Board of Directors recommends that you vote FOR Proposal One.

SHAREHOLDER PROPOSALS FOR 2002 ANNUAL MEETING

Proposals of shareholders intended to be presented, pursuant to Rule 14a-8
under the Securities Exchange Act of 1934 (the "Exchange Act"), at our 2002
annual meeting of shareholders must be received by us at 9400 East Market
Street, Warren, Ohio 44484, on or before November 30, 2001, for inclusion in
our proxy statement and form of proxy relating to the 2002 annual meeting of
shareholders. In order for a shareholder's proposal outside of Rule 14a-8
under the Exchange Act to be considered timely within the meaning of Rule 14a-
4(c) of the Exchange Act, such proposal must be received by us at the address
listed in the immediately preceding sentence not later than February 14, 2002.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our directors and executive
officers, and owners of more than 10% of our common shares, to file with the
Securities and Exchange Commission (the "SEC") and the New York Stock Exchange
initial reports of ownership and reports of changes in ownership of our common
shares and other equity securities. Executive officers, directors and owners
of more than 10% of the common shares are required by SEC regulations to
furnish our Company with copies of all forms they file pursuant to Section
16(a).

To our knowledge, based solely on our review of the copies of such reports
furnished to us and written representations that no other reports were
required, during the fiscal year ended December 31, 2000, all Section 16(a)
filing requirements applicable to its executive officers, directors and
greater-than-10% beneficial owners were complied with, except that Scott N.
Draime, who under the rules and regulations of Section 16, during part of
2000, was deemed to be a beneficial owner of over 10% of our common shares,
inadvertently failed to timely file six reports relating to 198 transactions.

OTHER MATTERS

We have not selected our independent accountants for the current fiscal
year. The audit committee of the Board of Directors will make this selection
later in the year. Representatives of Arthur Andersen LLP ("Arthur Andersen"),
which served as our independent public accountants during 2000, are expected
to be present at the annual meeting of shareholders, will have an opportunity
to make a statement if they so desire, and will be available to respond to
appropriate questions.

Audit Fees

The aggregate fees billed for professional services rendered by Arthur
Andersen for the audit of the Company's annual financial statements for the
year ended December 31, 2000, and for Arthur Andersen's reviews of the
financial statements included in the Company's Forms 10-Q filed with the
Securities and Exchange Commission during 2000 were $409,800.

Financial Information Systems Design and Implementation Fees

Arthur Andersen performed no services and therefore billed no fees relating
to operating or supervising the operation of the Company's information systems
or local area network or for designing or implementing the Company's financial
information management systems during 2000.

All other fees

The aggregate fees billed for other services rendered to the Company by
Arthur Andersen in 2000 were $146,990, including tax-related services and
other professional services.

If the enclosed proxy is executed and returned to us, the persons named in
it will vote the shares represented by that proxy at the meeting. The form of
proxy permits specification of a vote for the election of directors as set
forth under "Election of Directors" above, the withholding of authority to
vote in the election of directors, or the withholding of authority to vote for
one or more specified nominees. In addition, the form of proxy permits
specification of a vote for, against or to abstain on Proposal One. When a
choice has been specified in the proxy, the shares represented will be voted
in accordance with that specification. If no specification is made, those
shares will be voted at the meeting to elect directors as set forth under
"Election of Directors" above and for Proposal One. Under Ohio law and our
Amended and Restated Articles of Incorporation, as amended, broker non-votes
and abstaining votes will not be counted in favor of or against any nominee.
Director nominees who receive the greatest number of affirmative votes will be
elected directors. If any other matter properly comes before the meeting, the
persons named in the proxy will vote thereon in accordance with their
judgment. We do not know of any other matter that will be presented for action
at the meeting and we have not received any timely notice that any of our
shareholders intend to present a proposal at the meeting.

By order of the Board of Directors,

AVERY S. COHEN,
Secretary

Dated: March 30, 2001

Appendix A

STONERIDGE, INC.

AUDIT COMMITTEE CHARTER

I. PURPOSE

The primary function of the Audit Committee ("Committee") is to act on behalf
of the Board of Directors ("Board") in fulfilling its oversight
responsibilities by reviewing: the annual financial reports provided by
Stoneridge, Inc. (the "Company") to the Securities and Exchange Commission
("SEC") or the public; the Company's systems of internal controls that
management and the Board have established; and the Company's auditing,
accounting and financial reporting processes generally.

The Committee's primary duties and responsibilities are to:

. Review and appraise the audit efforts of the Company's independent
accountants and internal audit department.

. Provide an open avenue of communication among the independent accountants,
financial and senior management, the internal audit department, and the
Board.

The Company and the Committee confirm that the Company's independent
accountants are ultimately accountable to the Board and the Committee, and
that the Committee and the Board have the ultimate authority and
responsibility to select, evaluate and, when appropriate, replace the
independent accountants. While the Committee has the responsibilities and
powers set forth in this Charter, it is not the duty of the Committee to plan
or conduct audits or to determine that the Company's financial statements are
complete and accurate and are in accordance with generally accepted accounting
principles. This is the responsibility of financial management and the
independent accountants. Nor is it the duty of the Committee to conduct
investigations, to resolve disagreements, if any, between management and the
independent accountants, or to assure compliance with laws and regulations.

The Committee will fulfill its responsibilities primarily by carrying out the
activities enumerated in Section IV of this Charter.

II. COMPOSITION AND TERM

The Committee shall consist of three or more directors as determined by the
Board. Each Committee member shall be free of any relationship with the
Company that may interfere with the exercise of his or her independence from
management and the Company, and, for so long as the Company's common shares
are listed for trading on the New York Stock Exchange ("NYSE"), shall
otherwise qualify for Committee membership under the rules of the NYSE
applicable from time to time to the Company and the Committee. Each Committee
member shall be financially literate, or become financially literate within a
reasonable time after his or her appointment to the Committee, and at least
one Committee member shall have accounting or related financial management
expertise, in each case as determined by the Board in its business judgment.

The Board shall elect the members of the Committee at the annual
organizational meeting of the Board, and each Committee member shall serve
until his or her successor is duly elected and qualified. Unless a Chair is
elected by the full Board, the members of the Committee may designate a Chair
by majority vote of the full Committee membership.

III. MEETINGS

The Committee shall hold at least two meetings annually and shall meet more
frequently as it considers necessary. If the Committee considers it necessary,
it may meet in executive session. Members of the Committee

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and the Committee's secretary, and only those advisors and members of
management designated by a Committee member, shall attend executive sessions.
The Committee shall meet at least annually in a separate executive session
with each of management, the senior member of the internal audit department,
and the independent accountants to discuss any matter that the Committee or
the applicable other participant believes should be discussed privately.

IV. RESPONSIBILITIES AND DUTIES

To fulfill its responsibilities and duties, the Committee shall:

Documents/Reports Review

1. Review this Charter at least annually, and update it as conditions
dictate.

2. Review with financial management and the independent accountants
the Company's audited financial statements to be included in its
Annual Report on Form 10-K, prior to its filing, or to be included
in the Company's Annual Report to Shareholders, prior to its
mailing.

3. Comply with all requirements applicable to the Committee or its
activities under the Securities Act of 1934, as amended, or under
other applicable law, and under the rules of the NYSE applicable
from time to time to the Company and the Committee.

Independent Accountants

4. Recommend to the Board the selection of the independent
accountants, considering independence and effectiveness, and
approve the fees and other compensation to be paid to the
independent accountants. The Committee shall ensure that the
independent accountants submit, on a periodic basis, to the
Committee a formal written statement delineating all relationships
between the independent accountants and the Company. The Committee
shall actively engage in a dialogue with the independent
accountants with respect to any disclosed relationship or service
that may affect the independent accountants' objectivity and
independence and shall recommend that the Board take appropriate
action in response to the independent accountants' report to
satisfy itself of the independent accountants' independence.

5. Review the performance of the independent accountants and approve
any nonaudit engagement by the Company of the independent
accountants and any proposed discharge of the independent
accountants.

6. Periodically consult with the independent accountants out of the
presence of management about internal controls and the fullness and
accuracy of the Company's financial statements.

Financial Reporting Processes

7. Consider the independent accountants' judgments about the quality
and appropriateness of the Company's accounting principles as
applied in its financial reporting.

8. Consider major changes to the Company's auditing and accounting
principles and practices as suggested by the independent
accountants, management, or the internal auditing department.

9. Review the Company's accounting treatment of unusual or
nonrecurring transactions.

Process Improvement

10. Establish regular and separate systems of reporting to the
Committee by each of management, the independent accountants and
the internal auditors regarding any significant judgments made in
management's preparation of the financial statements and the view
of each as to the appropriateness of such judgments.

A-2

11. Following completion of the annual audit, review separately with
each of management, the independent accountants and the internal
auditing department any significant difficulty encountered during
the course of the audit, including any restriction on the scope of
work or on access to required information.

12. Review any significant disagreement among management and the
independent accountants or the internal auditing department in
connection with the preparation of the financial statements.

13. Meet periodically with the head of the Company's management
information systems department regarding systems and processes
affecting or affected by the Company's accounting processes.

14. Review with the independent accountants, the internal auditing
department and management the extent to which changes or
improvements in financial or accounting practices, as approved by
the Committee, have been implemented. (This review should be
conducted at an appropriate time subsequent to the implementation
of changes or improvements, as determined by the Committee.)

Compliance Matters

15. Review the activities, organizational structure, and
qualifications of the internal audit department.

16. Review, with the Company's counsel, any legal matter that the
Committee has been advised may have a significant impact on the
Company's financial statements.

17. Conduct such other discussions with the independent accountants as
are required by applicable law or by accounting standards
applicable to the Company or to the independent accountants'
activities on behalf of the Company.

Adopted: June 14, 2000

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STONERIDGE, INC.

P R O X Y

The undersigned hereby appoints Cloyd J. Abruzzo, Kevin P. Bagby and Avery S.
Cohen, and each of them, attorneys and proxies of the undersigned, with full
power of substitution, to attend the annual meeting of shareholders of
Stoneridge, Inc. to be held at 600 Golf Drive, Warren, Ohio 44483, on Monday,
May 7, 2001, at 10:00 a.m., local time, or any adjournment thereof, and to vote
the number of common shares of Stoneridge, Inc. which the undersigned would be
entitled to vote, and with all the power the undersigned would possess if
personally present, as follows:

1. FOR (except as noted below), or WITHHOLD AUTHORITY to vote for,
the following nominees for election as directors, each to serve until the next
annual meeting of the shareholders and until his successor has been duly
elected and qualified: Cloyd J. Abruzzo, Richard E. Cheney, Avery S. Cohen,
D.M. Draime, Sheldon J. Epstein, C.J. Hire, Richard G. LeFauve and Earl L.
Linehan.

(INSTRUCTION: To withhold authority to vote for any particular nominee, write
that nominee's name on the line provided below.)

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2. FOR, ABSTAIN, or AGAINST the proposal to approve an increase
of 1,500,000 in the number of common shares reserved for issuance under the
Stoneridge, Inc. Long-Term Incentive Plan.

3. On such other business as may properly come before the meeting.

The Proxies will vote as specified above, or if a choice is not specified,
they will vote FOR the nominees listed in Item 1 and FOR the proposal listed in
Item 2.

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY

Receipt of the Notice of Annual Meeting of Shareholders and Proxy Statement
dated March 30, 2001, is hereby acknowledged.

Dated ____________ , 2001
_________________________
_________________________
_________________________
Signature(s)

(Please sign exactly as
your name or names
appear hereon,
indicating, where
proper, official
position or
representative
capacity.)