DEF 14A of Cooper-Standard Holdings Inc., Apr 4, 2024

DEF 14A of Cooper-Standard Holdings Inc.

Filed Apr 4, 2024 · FY20230001320461-24-000067

Open on EDGAR

  1. Director Nominees

    Director Nominees

  2. Compensation Highlights

    | 2023 Highlights - •True pay-for-performance approach demonstrated by (i) 2023 annual incentive payments that were above target and (ii) payouts on performance-based long-term incentive awards with performance periods ending in 2023, both of which are aligned with the significant improvement in company performance on a year-over-year basis •Introduction of Free Cash Flow (“FCF”) as financial metric for the annual incentive plan to align with company objectives for 2023 •Continued use of performance-based long-term incentive awards, with performance measured against both Company financial targets and the Relative Total Shareholder Return of comparable companies | | | Compensation programs that are designed to: •Link executive compensation to Company performance; •Attract and retain a highly-qualified executive leadership team; •Align the interests of executives with those of our stockholders; •Focus our leadership team on increasing profitability and return on invested capital (“ROIC”); and •Motivate our leadership team to execute our long-term growth strategy while delivering consistently strong financial results. | Sound and effective compensation and related governance practices, such as: •Independent compensation consultant retained by the Compensation Committee; •Annual benchmarking using general industry surveys and a peer group proxy analysis; •Majority of long-term incentive compensation is performance-based; •Balanced mix of performance measures aligned with long-term strategy; •Clawback policy covering cash and equity in addition to adoption of an Incentive Compensation Clawback Policy pursuant to Dodd-Frank; •Anti-hedging and anti-pledging policy; and •Executive and non-employee director stock ownership guidelines. |

  3. Proposal 1: Election of Directors

    Proposal 1: Election of Directors

  4. Proposal 1: Election of Directors

    | Director Nominee Overview: Tenure, Skills, Experience and Diversity |

  5. Proposal 1: Election of Directors

    The Board considers the following skills and experiences to be integral to the success of the Company: •Core Industry experience is important to providing relevant understanding of our business, strategy, and marketplace dynamics. •Senior Executive Leadership experience is important to providing the Company with unique insights on developing talent, a productive work culture, and strategy in solving problems in large, complex organizations. •Financial/Audit & Risk experience is important in overseeing accurate financial reporting, informed decision making on value-adding initiatives, and robust auditing. •Mergers & Acquisitions/ Capital Markets experience is critical to strategically pursuing complementary acquisitions and joint ventures that enhance our customer base, geographic penetration, scale and technology. •International Business/Markets experience is critical to cultivating and sustaining business and governmental relationships internationally and providing oversight of our multinational operations. •Engineering/Technical experience is critical to ensuring we are able to provide our customers with market-leading solutions with predictable quality that meet and exceed expectations. •Manufacturing/Supply Chain experience is critical to ensuring optimal processes are used in the creation of our products. •Innovation & Technology Strategy experience is integral to furthering our commitment to having a culture that encourages innovative ideas that are translated into development of new and advanced technologies. •Cybersecurity/Information Technology experience is important because the Board plays a vital role in recognizing the sense of urgency regarding IT/cybersecurity risks and ensuring the Company has the appropriate plans in place to prevent and respond to cyber attacks that could result in reputational, legal, and operational issues for the Company. •Environmental/ Social/ Governance experience is vital to ensure that the Company fulfills its commitment to good corporate citizenship and sustainability with world-class performance in all areas of our business and our action to elevate our value for all our stakeholders. Our Board is committed to ensuring that it has the right mix of skills, background, tenure, and experience. A particular director or director nominee may possess additional experience, qualifications, attributes and skills that are valuable to the Company, even if not expressly indicated below. The Company recognizes the value of differing perspectives on our Board. We regularly add directors to bring new perspectives and ideas into the boardroom. Four out of the nine independent director nominees standing for this year’s election have joined our Board within the past four years, including two of our women directors. Among many factors, our Nominating and Corporate Governance Committee of the Board (the “Nominating and Corporate Governance Committee”) considers the diversity of experience and viewpoint when evaluating new board members. The Nominating and Corporate Governance Committee and the Board as a whole are continually looking for ways to advance in these areas and leverage our diversity of thought to further the strength of our Company.

  6. Proposal 1: Election of Directors

    | Board Diversity Matrix | | | | | | Total Number of Directors: | 10 | | | | | Part I: Gender Identity | Female | Male | Non-Binary | Did not Disclose Gender | | Directors | 3 | 5 | | 2 | | Part II: Demographic Background | | | | | | African American or Black | 1 | | | | | Alaskan Native or Native American | | | | | | Asian | | | | | | Hispanic or Latinx | 1 | | | | | Native Hawaiian or Pacific Islander | | | | | | White | | 5 | | 1 | | Two or More Races or Ethnicities | 1 | | | | | LGBTQ+ | | | | | | Did Not Disclose Demographic Background | 1 | | | |

  7. Proposal 1: Election of Directors

    | Director Recruitment Process |

  8. Proposal 1: Election of Directors

    | | Process The Board is responsible for selecting its own members and recommending them for election by the stockholders. The Board delegates the screening process to the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee, with the active involvement and input from the Chairman and CEO and other members of the Board, as appropriate, will consider candidates recommended by stockholders, management, members of the Board, and other sources as necessary, including search firms it may engage to assist in the identification and evaluation of qualified director candidates. The procedures for a stockholder to nominate director candidates are described under “Submitting Stockholder Proposals and Nominations for the 2025 Annual Meeting” in this proxy statement. The Nominating and Corporate Governance Committee will evaluate candidates recommended by the stockholders using the same criteria that it uses in evaluating any other candidate. The Nominating and Corporate Governance Committee is responsible for reviewing with the Board, on an annual basis, the appropriate skills and characteristics required of Board members, considering current Board composition, Company strategy and all relevant facts and circumstances at that time. In identifying and evaluating the suitability of nominees for director, the Nominating and Corporate Governance Committee takes into account the applicable requirements for directors under the Exchange Act and the NYSE listing rules. In addition, the Nominating and Corporate Governance Committee considers other criteria it deems appropriate and which may vary over time depending on the Board’s needs, including criteria such as automotive or manufacturing industry experience, general understanding of various business disciplines (e.g., marketing, finance, etc.), the Company’s business environment, educational and professional background, analytical ability, diversity of experience and viewpoint, ESG skills and expertise, and willingness to devote adequate time to Board duties. Director candidates should demonstrate commitment to the highest personal and professional ethical standards, integrity, and the core values of the Company and will be evaluated on their ability to consider and balance the legitimate interests and concerns of the Company’s stockholders and other stakeholders effectively, consistently, and appropriately in reaching decisions. The Company’s Corporate Governance Guidelines also require that the potential pool of Board candidates reflects diversity in gender, race, ethnic background, country of citizenship, and professional experience. The Board evaluates each individual in the context of the Board as a whole, with the objective of retaining a group that can best enhance the Company’s success and represent the interests of stockholders and other stakeholders through sound judgment. The Nominating and Corporate Governance Committee will present its recommendations for director nominees to the Board of Directors who will analyze the committee’s findings and select the nominees to be presented to the stockholders for a vote at the annual meeting of the stockholders. |

  9. Proposal 1: Election of Directors

    | Nominees |

  10. Our 2024 Director Nominees

    Our 2024 Director Nominees Upon the recommendation of the Nominating and Corporate Governance Committee, the Board has nominated the ten individuals listed below to stand for election to the Board for a one-year term ending at the annual meeting of the stockholders in 2025 and until their successors, if any, are elected or appointed and qualified, or until their earlier resignation, removal, or death. All of these nominees have consented to being named in this proxy statement and to serve, if elected. If any of them is unable or declines to serve as a director, proxies voting for that nominee may be voted for a substitute nominee selected by the Board. The Board may also choose to reduce the number of directors to be elected at the meeting. Each incumbent director who has been nominated for reelection by the Board must submit or have submitted an irrevocable resignation. If an incumbent director is not reelected, then (within 90 days of receiving the certified vote pertaining to the election of directors) the Nominating and Corporate Governance Committee will make a recommendation to the Board as to whether to accept or reject the resignation, or whether to take other action. The Nominating and Corporate Governance Committee, in making its recommendation, and the Board, in making its determination, may consider any factors they determine appropriate. Because this is an uncontested election, a nominee will be elected if more votes are cast “for” than “against” that nominee’s election, and any abstentions or broker non-votes will not be counted as a vote “for” or “against” that nominee’s election. If a nominee is not elected, or if the Board accepts an unsuccessful incumbent director’s resignation, then the Board may fill the resulting vacancy. The names of the nominees, along with their present positions, their principal occupations, directorships held with other public corporations currently and during the past five years, their ages, and the year first elected as a director are set forth below. In addition, certain individual qualifications, experiences, and skills of our nominees that led the Board to the conclusion to nominate each such individual are set forth below.

  11. Our 2024 Director Nominees

    | | John G. Boss Director Since: 2020 Independent: Yes Age: 64 |

  12. Our 2024 Director Nominees

    Professional Experience: Until his retirement in March 2020, Mr. Boss was the president and chief executive officer of Momentive Performance Materials Inc. (“MPM”), a global producer of silicones, quartz and specialty ceramic materials, serving in this capacity for six years. Mr. Boss also served as a director of MPM Holdings Inc. from October 2014 to March 2020 and served as President of the Silicones & Quartz Division of MPM from March 2014 to December 2014. Mr. Boss’ career spans more than 30 years in the specialty chemicals and materials industry, including various executive leadership positions with Honeywell International, a producer of commercial, industrial and consumer products. Mr. Boss also serves on the board of directors of Wabash National Corporation, where he chairs the Compensation Committee and serves on the Finance Committee, Libbey, Inc., where he serves on the Audit Committee, and Calumet Specialty Products Partners L.P, where he chairs the Talent and Leadership Development Committee and serves on the Conflicts, Audit and Finance, and Strategy and Growth Committees. Mr. Boss has a Master of Business Administration degree in Marketing and Finance from Rutgers Graduate School of Management in 1996 and a Bachelor’s Degree in Mechanical Engineering from West Virginia University in 1981. Skills and Experience: Core Industry; Senior Executive Leadership; Mergers & Acquisitions/Capital Markets; International Business/ Markets; Engineering/Technical; Manufacturing/Supply Chain; Innovation & Technology Strategy; Environmental/Social/Governance Committees: Compensation (Chair); Innovation and Business Diversification Other Current Public Company Directorships: Wabash National Corporation; Calumet Specialty Products Partners L.P. Former Public Company Directorships (past 5 years): MPM Holdings Inc.

  13. Our 2024 Director Nominees

    | | Jeffrey S. Edwards (Chairman) Director Since: 2012 Independent: No Age: 61 |

  14. Our 2024 Director Nominees

    Professional Experience: With more than 38 years of automotive industry experience, Jeffrey Edwards serves as chairman and CEO of Cooper Standard, a position he has held since May 2013. He joined Cooper Standard as CEO and became a member of the Company's board of directors in October 2012. Since joining Cooper Standard, Edwards has been focused on driving value through culture, innovation and results. Mr. Edwards also serves on the board of directors of Standex International Corp., where he serves on the Compensation and Nominating and Corporate Governance Committees. Prior to joining Cooper Standard, Mr. Edwards held positions of increasing responsibility at Johnson Controls, Inc. from 1984 to 2012. Most recently, he led the Automotive Experience Asia Group, serving as corporate vice president as well as group vice president and general manager. Mr. Edwards earned a Bachelor of Science degree in business administration in 1984 from Clarion University in Pennsylvania. He has also completed an executive training program at INSEAD, an international graduate business school and research institution. Skills and Experience: Core Industry; Senior Executive Leadership; Mergers & Acquisitions/Capital Markets; International Business/Markets; Manufacturing/Supply Chain; Innovation & Technology Strategy; Environmental/Social/Governance. Other Current Public Company Directorships: Standex International Corp.

  15. Former Public Company Directorships (past 5 years): None

    Former Public Company Directorships (past 5 years): None

  16. Former Public Company Directorships (past 5 years): None

    | | Richard J. Freeland Director Since: 2020 Independent: Yes Age: 66 |

  17. Former Public Company Directorships (past 5 years): None

    Professional Experience: Mr. Freeland served as president and chief operating officer of Cummins Inc., a global manufacturer of engines, power systems, and related components, from July 2014 to October 2019, prior to which he served in various senior leadership positions, including vice president and president of the Engine Business from 2010 to 2014, president of the Components Group from 2008 to 2010, and president of Worldwide Distribution Business from 2005 to 2008. Mr. Freeland serves as chair of the board of directors of Valvoline Inc. and serves on the board of directors of Hyliion Holdings Corp. and as a member of its Compensation and Technology Committees. He is also a member of the Advisory Council of Purdue University, Krannert School of Management and a member of the Strategic Advisory Board of Embark Trucks, Inc. Mr. Freeland received a Bachelor of Science degree from Purdue University in 1979 and a Master of Business Administration degree from Indiana University in 1987. Skills and Experience: Core Industry; Senior Executive Leadership; Mergers & Acquisitions/Capital Markets; International Business/Markets; Manufacturing/Supply Chain; Innovation & Technology Strategy Committees: Nominating and Corporate Governance (Chair); Innovation & Business Diversification Other Current Public Company Directorships: Valvoline Inc.; Hyliion Holdings Corp Former Public Company Directorships (past 5 years): Cummins Inc.

  18. Former Public Company Directorships (past 5 years): None

    | | Adriana E. Macouzet-Flores Director Since: 2020 Independent: Yes Age: 62 |

  19. Former Public Company Directorships (past 5 years): None

    Professional Experience: Ms. Macouzet-Flores is vice president, Latin America and PMC general manager, Latin America of PPG Industries de Mexico, S.A. de C.V., a subsidiary of PPG Industries Inc., a manufacturer and distributor of a broad range of paints, coatings and specialty materials, prior to which she served as its general manager, Latin America North and general manager, Automotive OEM Coatings from January 2012 to June 2017. Ms. Macouzet-Flores held several other positions of increasing responsibility at PPG Industries since she started with the company in 1989. Ms. Macouzet-Flores has over 25 years of leadership experience in multinational settings. She earned an undergraduate degree in chemical engineering from Universidad La Salle, Mexico City; Mexico City, Mexico, and has completed executive training courses in Finance Management at University of Michigan Ross School of Business; Corporate Strategy at The University of Chicago Booth School of Business; and Women on Boards at Harvard Business School. Skills and Experience: Core Industry; Senior Executive Leadership; Mergers & Acquisitions/ Capital Markets; International Business/Markets; Engineering/Technical; Manufacturing/Supply Chain; Innovation & Technology Strategy; Environmental/Social/Governance Committees: Nominating and Corporate Governance; Innovation and Business Diversification

  20. Other Current Public Company Directorships: None

    Other Current Public Company Directorships: None

  21. Former Public Company Directorships (past 5 years): None

    Former Public Company Directorships (past 5 years): None

  22. Former Public Company Directorships (past 5 years): None

    | | David J. Mastrocola Director Since: 2010 Lead Director Since: 2011 Independent: Yes Age: 62 |

  23. Former Public Company Directorships (past 5 years): None

    Professional Experience: Mr. Mastrocola is a private investor. Previously, Mr. Mastrocola served as partner and managing director of Goldman, Sachs & Co. During his 22 years at Goldman, Sachs & Co., he held a number of senior management positions in the Investment Banking Division, including heading or coheading the corporate finance, mergers/strategic advisory and industrials/natural resources departments, as well as serving as a member of firm-wide capital and commitments committees. Prior to this, Mr. Mastrocola was a senior auditor at Arthur Anderson & Co. Mr. Mastrocola also served on the Board of Trustees of Save the Children Foundation for 12 years. Mr. Mastrocola earned his Master of Business Administration degree from Harvard University and his undergraduate degree from Boston College. Skills and Experience: Senior Executive Leadership; Financial/Audit & Risk; Mergers & Acquisitions/Capital Markets; International Business/Markets Committees: Compensation

  24. Former Public Company Directorships (past 5 years): None

    | | Christine M. Moore Director Since: August 2021 Independent: Yes Age: 61 |

  25. Former Public Company Directorships (past 5 years): None

    Professional Experience: Ms. Moore is executive vice president and general auditor of Comerica Bank, a financial services company, a position she has held since 2016. Prior to that time she held positions at Comerica Bank of increasing responsibility, including Senior Vice President & Deputy General Auditor from 2014 to 2016, Senior Vice President & Audit Director from 2004 to 2014 and Senior Auditor, Audit Manager, Audit Director from 1991 to 1999. She has also served as Controller, Jordan Services Inc. from 2000 to 2004 and began her accounting and auditing career at PricewaterhouseCoopers. Ms. Moore holds a Bachelor of Business Administration degree from Marygrove College and a Master of Business Administration degree from University of Detroit Mercy. She has participated in the Leadership at the Peak, a Center for Creative Leadership Executive Leadership Program, Inforum’s Center for Women’s Leadership Executive Leadership Program, as well as earned: the Certified Public Accountant (CPA); Certified Information System Auditor (CISA); Certified Anti-Money Laundering Specialists (CAMS); Certified Fiduciary and Investment Risk Specialist (CFIRS) designations; and NACD Directorship Certification. She currently serves as an executive board member of the Alternative for Girls organization and is a member of the Michigan Association of CPAs, Information Systems Audit & Control Association, Institute of Internal Auditors, Association of Certified Anti-Money Laundering Specialists, the Executive Leadership Council, National Association of Corporate Directors, and is the executive sponsor for Comerica’s African American Network employee resource group. Skills and Experience: Senior Executive Leadership; Financial/Audit & Risk; Cybersecurity/Information Technology; Environmental/Social/ Governance Committees: Audit

  26. Former Public Company Directorships (past 5 years): None

    | | Robert J. Remenar Director Since: 2015 Independent: Yes Age: 68 |

  27. Former Public Company Directorships (past 5 years): None

    Professional Experience: Mr. Remenar served as chief operating officer of Kensington Capital Acquisition Corp. IV, a special purpose acquisition company from March 2022 to September 2022. Mr. Remenar was president of Kensington Capital Acquisition Corp. II, a special purpose acquisition company, from February 2021 to October 2021 and served as vice chairman of its board of directors. From June 2020 to November 2020, he was president of Kensington Capital Acquisition Corp. I, a special purpose acquisition company, also serving as vice chairman of its board of directors. Mr. Remenar also served as president and chief executive officer of Chassix Inc., a manufacturer of chassis systems, from July 2012 to June 2014, and he served as president and chief executive officer of Nexteer Automotive from December 2009 to June 2012, and president of Delphi Steering/Nexteer Automotive from April 2002 to November 2012. Prior to this, he held a number of executive positions within Delphi Corp. since 1998 and several executive and managerial positions within General Motors since 1985. Mr. Remenar also serves on the board of directors of Samvardhana Motherson International Limited, where he serves on the Risk Management Committee, and the board of directors of Stellium Inc. He earned his Master of Business and Professional Accountancy degrees from Walsh College and his undergraduate degree from Central Michigan University. Skills and Experience: Core Industry; Senior Executive Leadership; Financial/Audit & Risk; Mergers & Acquisitions/Capital Markets; International Business/Markets; Engineering/Technical; Manufacturing/Supply Chain; Innovation & Technology Strategy Committees: Compensation; Audit Other Current Public Company Directorships: Samvardhana Motherson International Limited (formerly known as Motherson Sumi Systems Limited) Former Public Company Directorships (past 5 years): Kensington Capital Acquisition Corp.; Kensington Capital Acquisition Corp. II

  28. Former Public Company Directorships (past 5 years): None

    | | Sonya F. Sepahban Director Since: 2016 Independent: Yes Age: 63 |

  29. Former Public Company Directorships (past 5 years): None

    Professional Experience: Ms. Sepahban is the CEO and a director of OurOffice, Inc., developer of an enterprise software platform to measure, benchmark and improve diversity and inclusion and workplace culture. From 2009 to 2015, she served as senior vice president of engineering, development and technology at General Dynamics Land Systems, a business unit of General Dynamics Combat Systems Group, a global aerospace and defense company. From 1997 to 2009, she held a number of leadership positions with Northrop Grumman Space Technology, including chief technology officer and senior vice president and chief engineer. Prior to this, Ms. Sepahban held a number of technical and management positions at the NASA Johnson Space Center. Ms. Sepahban earned a Master of Business Administration degree from the University of Houston, a master’s degree in chemical engineering from Rice University, a bachelor’s degree in chemical engineering from Cornell University, and a political science degree from the Institute of Political Sciences. Skills and Experience: Core Industry; Senior Executive Leadership; Mergers & Acquisitions/Capital Markets; International Business/Markets; Engineering/Technical; Manufacturing/Supply Chain; Innovation & Technology Strategy; Cybersecurity/Information Technology; Environmental/Social/ Governance Committees: Innovation & Business Diversification (Chair)

  30. Former Public Company Directorships (past 5 years): None

    | | Thomas W. Sidlik Director Since: 2014 Independent: Yes Age: 74 |

  31. Former Public Company Directorships (past 5 years): None

    Professional Experience: Mr. Sidlik spent 34 years in the automotive industry until his retirement in 2007 from the board of management of DaimlerChrysler AG. Prior to this, he served as chairman and CEO of Chrysler Financial Corp. He also served as chairman of the Michigan Minority Business Development Council, and as the vice chairman and chairman of the board of regents of Eastern Michigan University. He earned his Master of Business Administration degree from the University of Chicago and his undergraduate degree from New York University. Skills and Experience: Core Industry; Senior Executive Leadership; Financial/Audit & Risk; International Business/Markets; Engineering/Technical; Manufacturing/Supply Chain; Environmental/Social/Governance Committees: Nominating and Corporate Governance; Audit

  32. Other Current Public Company Directorships: None

    Other Current Public Company Directorships: None Former Public Company Directorships (past 5 years): Aptiv PLC

  33. Other Current Public Company Directorships: None

    | | Stephen A. Van Oss Director Since: 2008 Independent: Yes Age: 69 |

  34. Other Current Public Company Directorships: None

    Professional Experience: Mr. Van Oss currently serves as an Operating Partner, Distribution for Gamut Capital Management, a New York based private equity firm. From 2009 until his retirement in December 2015, Mr. Van Oss served as senior vice president and chief operating officer and director of WESCO International, Inc., a supply chain solutions company. He served as a senior vice president and chief financial and administrative officer of WESCO from 2004 to 2009 and as vice president and chief financial officer of WESCO from 2000 to 2004. Prior to this, he served as WESCO’s director of information technology from 1997 to 2000 and as its director of acquisition management in 1997. Mr. Van Oss serves on the board of directors of JPW Industries as the chairman and is a member of the audit and compensation committees. He earned his graduate degree from Cleveland State University, undergraduate degree from Wright State University and is a Certified Public Accountant licensed in Ohio. Skills and Experience: Senior Executive Leadership; Financial/Audit & Risk; Mergers & Acquisitions/Capital Markets; International Business/Markets; Manufacturing/Supply Chain; Cybersecurity/Information Technology Committees: Audit (Chair); Compensation

  35. Other Current Public Company Directorships: None

    Other Current Public Company Directorships: None

  36. Other Current Public Company Directorships: None

    | ☑ | The Board of Directors recommends that the stockholders vote FOR each of our nominees. |

  37. ESG Reporting

    | Director Compensation |

  38. Summary of Compensation

    | Name (a) | Fees Earned or Paid in Cash (b) | | Stock Awards (c)1 | Total (f) | | John G. Boss | $110,000 | 2 | $120,000 | $230,000 | | Richard J. Freeland | $110,000 | 3 | $120,000 | $230,000 | | Adriana E. Macouzet-Flores | $100,000 | | $120,000 | $220,000 | | David J. Mastrocola | $120,000 | 4 | $120,000 | $240,000 | | Christine M. Moore | $100,000 | | $120,000 | $220,000 | | Robert J. Remenar | $100,000 | | $120,000 | $220,000 | | Sonya F. Sepahban | $110,000 | 5 | $120,000 | $230,000 | | Thomas W. Sidlik | $100,000 | | $120,000 | $220,000 | | Stephen A. Van Oss | $110,000 | 6 | $120,000 | $230,000 |

  39. Summary of Compensation

    1 The amount shown in column (c) represents the grant-date fair value of 10,092 time-vested RSUs granted to each of the non-employee directors who were directors on the grant date, May 18, 2023, under the Company’s 2021 Plan. These RSUs will vest, assuming continued service as a director, on the earlier of the first annual stockholder meeting after the grant date or the one year anniversary of the grant date. Each RSU represents a contingent right to receive, at the Company’s option, either one share of common stock or the cash equivalent upon satisfaction of the vesting requirements. Under the Cooper-Standard Holdings Inc. Deferred Compensation Plan for Non-Employee Directors, the directors may make an irrevocable election to defer their RSU awards. Messrs. Freeland, Mastrocola, Remenar, Sidlik and Van Oss, and Ms. Sepahban each deferred their 2023 RSU awards. As of December 31, 2023, the aggregate number of deferred RSUs and outstanding and unvested RSUs held by current non-employee directors were as follows:

  40. Summary of Compensation

    | Name | Deferred RSUs | Outstanding and Unvested RSUs | | John G. Boss | — | 10,092 | | Richard J. Freeland | 36,553 | 10,092 | | Adriana E. Macouzet-Flores | — | 10,092 | | David J. Mastrocola | 44,732 | 10,092 | | Christine M. Moore | — | 10,092 | | Robert J. Remenar | 19,802 | 10,092 | | Sonya F. Sepahban | 39,149 | 10,092 | | Thomas W. Sidlik | 44,732 | 10,092 | | Stephen A. Van Oss | 44,732 | 10,092 |

  41. Securities Authorized for Issuance under Equity Compensation Plans

    Securities Authorized for Issuance under Equity Compensation Plans The following table provides information about our equity compensation plans as of December 31, 2023:

  42. Securities Authorized for Issuance under Equity Compensation Plans

    | Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance (excluding securities reflected in column (a)) | | | | (a)1 | (b)2 | (c)3 | | | Equity compensation plans approved by security holders | 1,444,002 | $58.16 | | 1,654,231 | | Equity compensation plans not approved by security holders | — | — | | — | | Total | 1,444,002 | | | 1,654,231 |

  43. Securities Authorized for Issuance under Equity Compensation Plans

    1 Included in column (a) are stock-settled restricted stock unit awards and stock-settled performance-based awards converted to shares by dividing the accounting value of the award by the grant date stock price. The number in column (a) includes 683,944 shares subject to options; 638,934 shares covered by stock-settled time-vested Restricted Stock Units; and 121,124 shares representing the target number of shares covered by Performance RSUs that may be earned pursuant to rights granted (assuming maximum payout level is achieved, Performance RSUs earned would be 242,248 and the total number of securities to be issued would be 1,565,126). 2 The weighted-average exercise price presented in column (b) reflects the weighted average exercise price of 683,944 options outstanding under the Long-Term Incentive Program, as further described herein. The price does not take into account the shares issuable upon vesting of outstanding restricted stock unit awards and stock-settled performance-based awards, which have no exercise price. 3 The number of securities remaining available for issuance under the Company's 2021 Plan is 1,654,231. At the date of grant, Performance RSUs are debited from the 2021 Plan number of securities remaining available assuming the maximum payout level. As of May 18, 2023, the date on which the 2021 Plan was most recently amended and restated, a total of 1,661,639 shares of common stock were reserved for awards granted under the 2021 Plan.

  44. Securities Authorized for Issuance under Equity Compensation Plans

    | Executive Officers |

  45. Securities Authorized for Issuance under Equity Compensation Plans

    Set forth below is certain information with respect to the current executive officers of the Company.

  46. Securities Authorized for Issuance under Equity Compensation Plans

    | Name | Age | Position | | Jeffrey S. Edwards | 61 | Chairman and Chief Executive Officer | | Jonathan P. Banas | 53 | Executive Vice President and Chief Financial Officer | | Patrick R. Clark | 51 | President, Sealing Systems and Chief Manufacturing Officer | | Christopher E. Couch | 54 | President, Fluid Handling Systems and Chief Technology Officer | | MaryAnn P. Kanary | 49 | Senior Vice President, Chief Legal Officer and Secretary | | Larry E. Ott | 64 | Senior Vice President and Chief Human Resources Officer | | Somasundhar Venkatasubramanian | 54 | Senior Vice President, Chief Information Technology Officer | | Alison S. Nudd | 53 | Vice President, Chief Accounting Officer |

  47. Securities Authorized for Issuance under Equity Compensation Plans

    Jeffrey S. Edwards is our chairman and chief executive officer, a position he has held since May 2013, previously serving as chief executive officer and member of the Board of Directors of the Company since October 2012. Jonathan P. Banas is our executive vice president and chief financial officer, a position he has held since June 2017, previously serving as our vice president, corporate controller, and chief accounting officer since September 2015. Patrick R. Clark is our president, Sealing Systems and chief manufacturing officer, a position he has held since January 2024. Prior to his current position, Mr. Clark served in a series of roles in the Company with increasing levels of responsibility, including as senior vice president and managing director - Global Automotive from January 2022 to December 2023, senior vice president and chief global manufacturing officer from August 2020 to December 2021, senior vice president, chief global engineering and product strategy officer from January 2019 to July 2020, and vice president, business development, North America from May 2017 to December 2018. Christopher E. Couch is our president, Fluid Handling Systems and chief technology officer, a position he has held since January 2024. Prior to his current position, Mr. Couch served in a series of roles in the Company with increasing levels of responsibility, including senior vice president, chief technology officer from July 2021 to December 2023, senior vice president and chief technology and procurement officer from January 2020 to December 2020, senior vice president and chief innovation officer from January 2019 to January 2020 and as vice president, product line strategy and innovation from 2016 to 2018. MaryAnn P. Kanary is our senior vice president, chief legal officer, and secretary, a position she has held since August 2023. Prior to her current position, Ms. Kanary served as executive vice president and chief legal officer at Barton Malow Holdings LLC, a company specializing in commercial and institutional construction, beginning in October 2017. Larry E. Ott is our senior vice president and chief human resources officer, a position he has held since January 2014. Somasundhar Venkatasubramanian (Soma Venkat) is our senior vice president, chief information technology officer, a position he has held since September 2021. Prior to his current position, Dr. Venkat was chief information officer at IXS Coatings, a supplier of polyurea solutions, from January 2021 to September 2021, prior to which he served as our vice president, information technology from January 2016 to December 2020. Alison S. Nudd is our vice president, chief accounting officer, a position she has held since March 2024. Beginning in August 2022 until she was promoted to her current position, Ms. Nudd served as the Company’s vice president, global internal audit and compliance, prior to which she served as the Company’s senior director, financial reporting beginning in August 2020 when she joined the Company. Prior to joining the Company, Ms. Nudd held roles of increasing responsibility at Owens Corning, a supplier of global building and construction materials, beginning in 2014.

  48. Securities Authorized for Issuance under Equity Compensation Plans

    | Transactions with Related Persons |

  49. Executive Summary

    Executive Summary Cooper Standard’s financial performance improved significantly in 2023 over 2022. Importantly, the improvement was also reflected in our stock price. After three years in which global light vehicle production was depressed or disrupted by pandemic-related shut-downs and supply chain challenges, production began to stabilize in 2023, albeit at volumes below pre-pandemic levels. The cost reduction actions and enhanced commercial agreements that the Company put in place during those years are now beginning to drive expected benefits. Sales increased in 2023 by 11.5% to $2.82 billion. The growth, which significantly outpaced the industry, was primarily driven by positive volume and mix, and enhanced commercial agreements which included net customer price adjustments and partial recovery of inflation-related cost increases. These gains were partially offset by unfavorable foreign exchange. Our Adjusted EBITDA was $167.1 million (or $180.4 million for 2023 officer annual incentive plan purposes) compared to $37.9 million in 2022. The improvement was driven by positive volume and mix, enhanced commercial agreements, and operating efficiencies, partially offset by continued inflationary pressures and the impact of the United Autoworkers strike against our OEM customers in North America during the third and fourth quarters of the year. For purposes of determining Adjusted EBITDA for the annual incentive plan, Adjusted EBITDA was adjusted for the impact of the United Autoworkers strike. Additionally, our Free Cash Flow (“FCF”) for 2023 was a positive $36.5 million, compared to a negative $107.3 million in 2022. As a result of the improved financial performance and the successful refinancing of long-term debt, our stock price increased from $9.06 to $19.54, or a one-year total shareholder return (“TSR”) of over 115%. In 2023, and consistent with prior years, Compensation Committee decisions and incentive program outcomes continue to reflect the strong pay-for-performance orientation of the program as highlighted below: •The 2023 annual incentive program (“AIP”)was earned at 132% of target, reflective of the stronger operating performance noted above and out-performance on quantitatively determined ESG metrics. This is the first above target AIP payout since 2016. •The 2022 performance share unit (“PSU”) awards, which were based on return on invested capital (“ROIC”) during 2022 and 2023, were earned at 100% of target. This is the first PSU earnout since the 2017-2019 PSU grant, and follows four consecutive zero earnouts •Given current stock price levels, all outstanding stock options granted in 2021 and prior held by the NEOs as of December 31, 2023 were underwater •The CEO has only received a single 4.0% base salary increase since 2017 and no other target total direct compensation (“TDC”) increases since 2019 (his long-term incentive target was temporarily decreased in 2020). Additionally, the CEO received no target TDC increase for 2024 •Below is the five-year history of payouts under the annual incentive program and the Performance RSUs in the Long-Term Incentive Plan. The figures presented represent payout levels for performance periods ending during the respective year. For performance periods ending in 2023, payouts are described more fully under “Long-Term Incentive Compensation.”

  50. Executive Summary

    | | Payout (% of Target) | | | | | | | Incentive Award | 2019 | 2020 | 2021 | 2022 | 2023 | 5-Year Average | | Annual Incentive Program | 0.0% | 70.0% | 0.0% | 74.7% | 132.0% | 55.3% | | Long-Term Incentive Plan1 | 0.0% | 0.0% | 0.0% | 0.0% | 100.0% | 20.0% |

  51. Compensation Philosophy and Objectives

    Compensation Philosophy and Objectives Our compensation programs are designed to: •Link executive compensation to Company performance; •Attract and retain a highly-qualified executive leadership team; •Align the interests of executives with those of our stockholders; •Motivate our leadership team to execute our long-term growth strategy while delivering consistently strong financial results. To help achieve these goals, we believe compensation for executive officers should include the following components: •Base salary; •Annual performance-based cash incentives; •Long-term equity incentives; •Regular and change-of-control termination benefits; and •Competitive health, welfare, and retirement benefits. The Compensation Committee regularly reviews these components and evaluates each in connection with furthering our compensation philosophy and objectives. To assist with determining appropriate target compensation levels and components, the Compensation Committee reviews market data and best practices, including benchmarking our senior executive target compensation levels to those provided to similarly-situated executives at comparable companies as discussed below. The Compensation Committee generally targets compensation for our NEOs at approximately the 50th percentile of market practice (based on our benchmarking peer group and general industry survey data), recognizing that actual compensation levels will fluctuate above or below median levels depending on our performance. In addition, target compensation for specific executives can be above or below the market median based on the individual’s importance to the organization, the difficulty and cost of replacement, the expected future contribution to the organization, tenure at current position, and skill set relative to the external marketplace. We are committed to sound and effective compensation and related governance practices. As such, we have adopted the following: •Independent compensation consultant retained by the Compensation Committee; •Regular benchmarking using general industry surveys and a peer group proxy analysis; •Majority of long-term incentive compensation is performance-based; •Balanced mix of performance measures aligned with long-term strategy; •Clawback policy covering incentive awards of our executive officers; •Anti-hedging and anti-pledging policy; and •Executive and non-employee director stock ownership guidelines.

  52. Executive Compensation Review for 2023

    Executive Compensation Review for 2023 As discussed above, the Compensation Committee has engaged FW Cook as its independent compensation consultant. FW Cook has served as the Compensation Committee’s independent consultant since 2013. Prior to its engagement of FW Cook, the Compensation Committee considers all factors relevant to FW Cook’s independence from management as required by applicable NYSE standards. Apart from the work it performed for the Compensation Committee, FW Cook provided no other services to the Company in 2023. As a result of this and the consideration of other factors, the Compensation Committee determined that the engagement of FW Cook in 2023 was appropriate and raised no conflict of interest. As part of its engagement, FW Cook benchmarks the target compensation levels of our NEOs to assess the competitiveness of our executive compensation programs in the markets in which we compete for talent, focusing in particular on base salaries, target annual incentive opportunities and long-term incentive opportunities. FW Cook also uses the peer group to benchmark the Company’s aggregate LTI grant practices, incentive program design and other policies and practices. In 2022, FW Cook compared our programs in these areas to a peer group comprised of 14 publicly-traded automotive suppliers with annual revenues between $0.8 billion and $5.6 billion and with median revenues of $3.4 billion at the time of the benchmarking analysis. FW Cook also supplements its analysis of peer group proxy data with general industry survey data, which was adjusted to reflect the revenue responsibility of each executive. The 14-company peer group below was used in December 2022 to inform the compensation planning process for 2023. In comparison to 2022, Cooper Tire and Rubber was removed from the peer group due to the it’s acquisition by Goodyear Tire and Rubber in 2021. At the time the market analysis was completed in the winter of 2022, Cooper Standard was positioned between the 25th and 50th percentile of the peer group for revenue and below the 25th percentile for market capitalization.

  53. Executive Compensation Review for 2023

    The peer group was again reviewed in June 2023 to inform the compensation planning process for 2024. As part of this review, the Committee made changes intended to (1) add companies given the August 2022 acquisition of Meritor so as to bring back the number of peer companies to between 15 and 20, making the resulting compensation data more robust and (2) add generally smaller market cap companies to demonstrate responsiveness to the widening gap between the Company’s market cap and the peer median in prior years. As a result of this review, Meritor was removed from the peer group and the following five companies were added: Commercial Vehicle Group, Patrick Industries, REV Group, Standard Motor Products and Trinity Industries. The resulting peer group had 18 companies.

  54. Annual Incentive Award

    Annual Incentive Award Prior to or early in each fiscal year, the Compensation Committee determines target annual incentive opportunities payable to the NEOs upon the achievement of performance targets approved by the Compensation Committee for the year. For 2023, the Compensation Committee determined that the relevant performance metrics would include both Company financial performance metrics, namely Adjusted EBITDA and FCF, along with strategic ESG performance metrics. Incorporating strategic ESG metrics for purposes of annual incentive opportunities for NEOs was deemed appropriate by the Compensation Committee as ESG initiatives are believed to support delivery of value to all of our stakeholders and ensure the long-term sustainability of the Company. For purposes of evaluating potential 2023 incentive payouts, achievement against the Adjusted EBITDA and FCF financial metrics determined 85% of funded incentive amounts (weighted 75% and 25% respectively), with the remaining 15% of funded incentive amounts dependent upon achievement relative to prescribed ESG metrics. No payout was to be funded with respect to achievement against strategic ESG metrics unless a threshold payout was earned with respect to the financial performance metrics. Adjusted EBITDA and FCF are deemed by the Compensation Committee to be appropriate objective measurements of the financial performance of the Company because they are indicators of our strategy to achieve sustained profitable growth, generate positive cash flows and align executive compensation with the interests of our stockholders over the long term. With respect to our strategic ESG performance metrics, the Compensation Committee focused on the following three, each of which contribute equally to the 15% funding of annual incentive amounts at target: •Safety, as measured by achieved Total Incident Rate (TIR) •Energy consumption, as measured by year-over-year improvement in electricity consumption as a percentage of normalized hours worked, and •Overall talent, as measured by the Company’s ability to create and sustain a high-performance organization through the identification, recruitment, development, and retention of a diverse, high-quality workforce. Each ESG metric is equally weighted at 5% and could be earned from 0-200% of target. For 2023, the Compensation Committee established a “threshold” or minimum performance Adjusted EBITDA goal of 50% of the Adjusted EBITDA target, the achievement of which would entitle the NEOs to a payment equal to 25% of the target incentive for that metric consistent with the 2022 program design. Additionally, the Company established threshold, target and maximum level performance for FCF. The Compensation Committee’s future expectation, upon return to greater levels of certainty and reduced volatility within the business and industry, is to return to a structure similar to the historical program of setting threshold performance at 80% of target earning a payout of 50% of the target incentive, where appropriate and applicable related to Company financial metrics. The Compensation Committee further established “threshold,” “target” and “maximum” performance safety and energy consumption goals, as disclosed further below. No formulaic performance levels were established for purposes of the overall talent ESG metric. Instead, performance as it relates to overall talent was measured on a qualitative basis, supported by a number of factors which included: (1) diversity of candidates on senior leadership team succession plans, (2) diversity hiring and staffing by function and level, (3) salaried employee training hours, (4) salaried employee turnover rates, and (5) salaried employee internal fill rates. Detailed objectives for each of these factors were presented and approved by the Compensation Committee at the beginning of the year and performance against the objectives was presented to the Committee at the end of the year to provide the Committee with data to make an overall determination on performance. The Company sets challenging targets in the annual incentive plan as evidenced by below target payouts in 2020 and 2022 and no payouts in all other years since 2017. No annual incentive award is payable if the Company fails to meet the threshold company financial performance metrics, unless the Compensation Committee applies a discretionary adjustment in extraordinary situations. The Compensation Committee also sets a “superior performance” level, the achievement of which entitles the NEOs to a maximum payout equal to 200% of the target amounts. The superior performance level represents a goal deemed difficult to achieve at the beginning of the year based on the assumptions underlying our business plan. Actual annual incentive payments are determined using linear interpolation for performance attainment between “threshold” and “target” and between “target” and “superior.” While funding of the bonus pool is determined based on company financial performance metrics (Adjusted EBITDA and FCF) and ESG performance, the annual incentive plan provides that the Compensation Committee may recommend a discretionary adjustment to the potential award amount for any participant based upon overall individual performance and/or other factors; provided that the final total awarded amount may not be greater than 200% of target amount for the performance award. As such, with respect to the NEOs, the calculated payout may be subject to downward adjustment to 0% and to upward adjustment to 200% of target at the discretion of the Compensation Committee in extraordinary situations. For 2023, the Compensation Committee established target awards under the AIP for each NEO based on a percentage of base salary as follows: 120% for Mr. Edwards; 75% for Messrs. Banas and Clark and 70% for Mr. Couch; and 65% for Mr. Ott. Compared to 2022, the target award percentage for Mr. Clark increased from 70% to 75% effective January 1, 2023, in recognition of the criticality of his position, his assumption of responsibilities for the global purchasing function and alignment with market data. The target award percentages for Messrs. Edwards, Banas, Couch and Ott remained unchanged from 2022. The Compensation Committee set Adjusted EBITDA and FCF targets applicable to the Company as a whole in accordance with our 2023 business plan as approved by the Board of Directors, as outlined below. For 2023, achievement against the Adjusted EBITDA and FCF financial metrics determined 85% of funded incentive amounts.

  55. Annual Incentive Award

    | 2023 Achievement Level (75% of the 85% Financial Metrics Weighting) | Adjusted EBITDA1 (000) | Award Payout as % of Award Target | | Below Threshold | Below $90,000 | 0% | | Threshold (50% of target performance) | $90,000 | 25% | | Target | $180,000 | 100% | | Superior (115% of target performance) | $207,000+ | 200% |

  56. Annual Incentive Award

    1Adjusted EBITDA is not a measure recognized under U.S. GAAP and is defined as net income plus income tax expense, interest expense net of interest income, depreciation and amortization, and certain items that management does not consider to be reflective of the Company's core operating performance. Adjusted EBITDA, for AIP purposes, was adjusted for the impact of the United Autoworkers strike. The impact of this strike was not budgeted for and was outside of the control of the NEOs. The adjustment increased Adjusted EBITDA from $167.1 million to $180.4 million for purposes of AIP.

  57. Annual Incentive Award

    | 2023 Achievement Level (25% of the 85% Financial Metrics Weighting) | FCF1 (000) | Award Payout as % of Award Target | | Below Threshold | Below $0 | 0% | | Threshold | $0 | 25% | | Target | $5,000 | 100% | | Superior | $20,000+ | 200% |

  58. Annual Incentive Award

    1Free Cash Flow is not a measure recognized under U.S. GAAP and is defined as new cash provided by operating activities minus capital expenditures. For 2023, the Compensation Committee set safety (TIR) and energy consumption improvement (electricity usage as a percentage of normalized hours worked) targets applicable to the Company as a whole, as described below. For 2023, these two metrics were evenly weighted with achievement against each determining 5% of funded incentive amounts. Each could be earned from 0-200% of target.

  59. Annual Incentive Award

    | 2023 Achievement Level - Safety (5% Weighting) | Total Incident Rate (TIR) | Award Payout as % of Award Target | | Below Threshold | Above 0.68 | 0% | | Threshold (80% of target performance) | 0.68 | 50% | | Target | 0.57 | 100% | | Superior (130% of target performance) | 0.4 (or below) | 200% |

  60. Annual Incentive Award

    | 2023 Achievement Level - Energy Consumption (5% Weighting) | Electricity Consumption Improvement as a % of Normalized Hours Worked | Award Payout as % of Award Target | | Below Threshold | Below 1.6% Improvement | 0% | | Threshold (80% of target performance) | 1.6% Improvement | 50% | | Target | 2.0% Improvement | 100% | | Superior (120% of target performance) | 2.4%+ Improvement | 200% |

  61. Annual Incentive Award

    In 2023, for purposes of the AIP, our Adjusted EBITDA was $180.4 million, which was slightly above target performance and FCF was $36.5 million which exceeded superior performance. Further, with respect to our measurable ESG metrics, TIR achievement was 0.32 for 2023, which was above the superior performance level, and our improvement in electricity consumption was 2.7%, which was also above superior performance. Finally, the Compensation Committee assessed that achievement of our overall talent ESG metric satisfied the target level, given favorable results associated with salaried turnover and objectives related to diversity of candidates on senior leadership team succession plans and in the area of diverse hiring.

  62. Annual Incentive Award

    | 2023 AIP Metrics | Overall Weighting | Actual Performance | Payout Achievement | Weighted Payout (as % of Award Target) | | Adjusted EBITDA | 63.75% | $180.4 million | 100.2% | 64% | | Free Cash Flow | 21.25% | $36.5 million | 200%+ | 43% | | Strategic ESG Metrics: | | | | | | Safety (TIR) | 5% | 0.32 TIR | 200% (Superior) | 10% | | Energy Consumption | 5% | 3.0% | 200% (Superior) | 10% | | Overall Talent | 5% | Achieved | 100% (Target) | 5% | | Total 2023 Payout | 100% | | | 132% |

  63. Annual Incentive Award

    Overall performance achievement for 2023 resulted in a payout at 132% of target on a weighted basis, resulting in the following AIP award payments to our NEOs.

  64. Annual Incentive Award

    | NEOs | 2023 Year- End Base Salary | Target Bonus Opportunity | Weighted Achievement as a Percent of Target Award | 2023 Amount Earned Under AIP | | Mr. Edwards | $1,040,000 | 120% | 132.0% | $1,647,360 | | Mr. Banas | $536,000 | 75% | 132.0% | $530,640 | | Mr. Clark | $520,000 | 75% | 132.0% | $514,800 | | Mr. Couch | $500,000 | 70% | 132.0% | $462,000 | | Mr. Ott | $484,000 | 65% | 132.0% | $415,272 |

  65. Long-Term Incentive Compensation

    Long-Term Incentive Compensation 2023 Long-Term Incentive Program The 2021 Plan authorizes the Compensation Committee to award stock options, stock appreciation rights, shares of common stock, restricted stock, RSUs, incentive awards, and certain other types of awards to our key employees and directors. Except in the case of newly hired or promoted executives, it has been the practice of the Compensation Committee to grant incentive awards, including equity-based incentive awards, during the first quarter of the calendar year so that all elements of executive target TDC can be considered in a coordinated, comprehensive manner. For 2023, the Compensation Committee, following consultation with FW Cook, determined that equity-based awards to our NEOs should have a value generally equal to or below the typically targeted market median for executives in comparable positions due to the decline in Company stock price, a lower market capitalization and the limited number of shares available under the 2021 Plan. The equity-based awards we granted in 2023 consisted of stock-settled time-vested RSUs, and performance-based RSUs (“Performance RSUs”) that will be settled in cash. Performance RSUs can be earned based on both Company financial (ROIC) performance (“Financial Performance RSUs”) and Relative Total Shareholder Return (“RTSR”) performance relative to a comparator group (“TSR Performance RSUs”), similarly to the awards issued in 2022. The percentage mix of the three Long-Term Incentive Program (“LTIP”) awards granted in 2023 (on a grant date fair value basis) was approximately 40%, 20%, and 40% for Financial Performance RSUs, TSR Performance RSUs, and time-vested RSUs, respectively, consistent with the approach in 2022. For 2023, the Compensation Committee determined that continuing with the mix of awards established in 2022, provides alignment between pay and shareholder value. All NEOs other than Mr. Clark, received no increase to their targeted 2023 LTIP value as compared to 2022. Mr. Clark’s targeted LTIP value increased from $550,000 to $750,000 due to an increase in scope of his role as well as an adjustment to the external market data for his role. Mr. Clark’s new target LTIP value is slightly below market median. The percentage of targeted LTIP value increased from 2022 to 2023, the grant value approved by the Compensation Committee for the 2023 annual equity awards, and the number of units granted in 2023 are as follows:

  66. Long-Term Incentive Compensation

    | | | | | Number of Awards Granted in 20231 | | | | | 2022 Targeted LTIP Grant Value | 2023 Targeted LTIP Grant Value | % Change from 2022 to 2023 | Financial Performance RSUs at Target | TSR Performance RSUs at Target2 | Time Vested RSUs | | Mr. Edwards | $3,800,000 | $3,800,000 | —% | 103,755 | 50,871 | 103,755 | | Mr. Banas | $825,000 | $825,000 | —% | 22,526 | 11,045 | 22,526 | | Mr. Clark | $550,000 | $750,000 | 36.4% | 20,478 | 10,041 | 20,478 | | Mr. Couch | $485,000 | $485,000 | —% | 13,243 | 6,493 | 13,243 | | Mr. Ott | $475,000 | $475,000 | —% | 12,970 | 6,359 | 12,970 |

  67. Long-Term Incentive Compensation

    1 The Company’s 20-day average closing stock price as of the fifth day preceding the date of grant was used to convert targeted LTIP award levels to units granted in 2023. For NEO grants in 2023, the number of units were calculated using price of $14.65. The closing stock price on the grant date, used for accounting values in the Summary Compensation Table was $18.32. 2 The number of TSR Performance Units granted to NEOs in 2023 were calculated using a price of $14.94 which reflects the 20-day average closing stock price as of the fifth day preceding date of grant ($14.65) and a factor of 1.0197, reflecting an the accounting fair value pursuant to the Monte-Carlo simulation. Impact of Stock Price Averaging on Reported Grant Values Due to the Company’s stock price volatility in recent years, since 2022, the Committee has used the 20-day average price as of the five days preceding the grant date to convert grant values into a number of shares. In 2023, this average stock price used to convert grant value to shares was $14.65 and the accounting value on the grant date was $18.32. As a result, the equity grant values reported in the Summary Compensation and Grants of Plan Based Awards Tables, which require reporting on an accounting value basis, are meaningfully higher than the intended grant value. For example, the CEO’s 2023 target LTIP grant value of $3.8M is reported in the Summary Compensation Table as $4.75M. In 2022, the opposite dynamic occurred, where the average stock price used to convert value to shares was $21.64 and the accounting value on the grant date was $15.95, such that the same $3.8M of grant value was reported as $2.7M. In summary, the significant reported CEO LTI grant value increase from $2.7M to $4.75M is solely attributable to the averaging methodology as the Committee’ target grant value of $3.8M was unchanged from 2022 and 2023, as noted in the table above. The dynamic impacted all NEOs in a similar manner. 2023 Performance-Based Restricted Stock Units Following its review of the benchmarking analysis by FW Cook, and considering peer group prevalence data, the Compensation Committee determined that the value of the Performance RSUs granted in 2023 should approximate 60% of the total value of each NEO’s annual long-term incentive opportunity. Further, the Compensation Committee determined that Performance RSUs granted in 2023 should be comprised of a mix of Financial Performance RSUs and TSR Performance RSUs. Financial Performance RSU payout is based on the Company’s capital efficiency during two, one-year performance periods (2023 and 2024). TSR Performance RSU payout is based on the Company’s RTSR performance versus a pre-established comparator group over the three-year performance period (2023-2025). We believe Performance RSUs align the interests of our NEOs with those of our stockholders and further emphasize the importance of our long-term performance. For the 2023 grant, all Performance RSUs will be settled in cash. The Financial Performance RSUs provide a grant of units earned based on two separate one-year performance periods ending on December 31, 2023 and 2024, respectively, where: •Half of the Financial Performance RSUs granted in 2023 can vest as of December 31, 2024 if the financial performance goals for the performance period ending December 31, 2023 are achieved at the target level, subject to the NEO’s continued employment through December 31, 2024. Actual achieved units are based on performance achieved during 2023. If the Company’s ROIC for 2023 is at target, the full one-half of total target Financial Performance RSUs granted will be eligible to vest. Further, if the Company’s ROIC for 2023 is 80% of the target performance goal, then 50% of such units granted will be eligible to vest. If the Company’s ROIC for 2023 is 120% of the target performance goal, then the maximum of two times the number of such units will be eligible to vest. Achievement of the performance goal between threshold and target, and between target and maximum will be linearly interpolated. Our ROIC for the one-year period ending December 31, 2023 was 4.1%, which was more than 120% above the pre-established target performance level set at a 3.1% ROIC. As such, the first half of the Financial Performance RSUs granted in 2023 achieved a 200% payout. •The second half of total Financial Performance RSUs granted can vest as of December 31, 2025 if the financial performance goals for the performance period ending December 31, 2024 are achieved at the target level, subject to the NEO’s continued employment through December 31, 2025. Actual achieved units are based on performance achieved during 2024, with goals for the 2024 performance period having been set by the Compensation Committee in early 2024. Further, the Compensation Committee will also set threshold and maximum payout goals for the second half of the Financial Performance RSUs in early 2024. The structure of the 2023 grants of Financial Performance RSUs which use two separate one-year performance periods is similar to the approach taken with respect to the Financial Performance RSUs issued in 2022. In adopting this approach, the goal of the Compensation Committee was to retain the long-term orientation of the program while also balancing the continued difficulty in forecasting business performance over two or three years given industry and macroeconomic uncertainty. Additionally, the Compensation Committee determined that continued use of TSR Performance Units granted in 2023, based on standalone TSR performance relative to a comparator group more easily allows for performance measurement over a traditional 3-year period. Similar to the 2022 awards, the TSR Performance RSUs issued in 2023 provide a standalone grant of units that cliff vest after three years if we achieve established performance goals based on RTSR performance of the Company relative to that of a comparator group for a single, three-year performance period ending on December 31, 2025. If the Company’s RTSR performance for the three-year performance period ending December 31, 2025 is at target, or median of the comparator group, 100% of the TSR Performance RSUs will vest. If the Company’s RTSR performance achieves the threshold level, or 25th percentile of the comparator group, one half of the TSR Performance Units will vest. If the Company’s RTSR performance achieves the maximum level, or 75th percentile of the comparator group, then the maximum of two times the number of TSR Performance Units will vest. No payout occurs if the Company’s RTSR is below the 25th percentile of the comparator group. Achievement of the performance goal between threshold and target, and between target and maximum, will be linearly interpolated. The comparator group for RTSR is different from the benchmarking peer group identified in “Executive Compensation Review for 2023” under the Processes Relating to Executive Compensation section above, but consistent with the peer group that was used for the 2022 RTSR awards, with one exception, Tenneco Inc. was removed from the comparator group as they are no longer a publicly-traded company following their acquisition by Apollo Funds in November 2022. The RTSR comparator group: (1) is less encumbered by company size than the benchmarking peer group since target TDC levels are strongly correlated to size, (2) is designed to be comprised of closer business peers whose stock prices are similarly correlated to ensure that performance comparisons are meaningful, and (3) needs to be large enough to sustain three years of merger and acquisition activity given the multi-year nature of the award. The 2023 RTSR comparator group companies were:

  68. Long-Term Incentive Compensation

    | • | Adient plc | • | Gentex Corporation | • | Martinrea International Inc. | | • | American Axle & Manufacturing Holdings, Inc. | • | Gentherm Incorporated | • | Standard Motor Products Inc. | | • | Aptiv PLC | • | LCI Industries | • | Stoneridge, Inc. | | • | Autoliv, Inc. | • | Lear Corporation | • | The Goodyear Tire & Rubber Company | | • | BorgWarner Inc. | • | Linamar Corporation | • | TI Fluid Systems plc | | • | Dana Incorporated | • | Magna International Inc. | • | Visteon Corporation |

  69. Long-Term Incentive Compensation

    2023 Time-Vested Cash-Settled Restricted Stock Unit Awards For 2023, we granted time-vested stock settled RSUs to our NEOs, similar to the time-vested stock settled RSUs granted in 2022. The 2023 RSUs vest ratably over a three-year period, beginning as of March 1, 2023 (“Vest-From Date”). Following its review of a benchmarking analysis by FW Cook, the Compensation Committee determined that the value of time-vested RSUs granted in 2023 should continue to constitute approximately 40% of the total value of the long-term incentive awards granted. We believe that the use of time-vested RSUs as a component of compensation helps retain executives and aligns the interests of our executives and stockholders, as the value of RSUs is directly linked to the price of our common stock. Payouts under the 2022 and 2023 Performance-Based Restricted Stock Units In 2022, the Compensation Committee granted performance-based RSUs for each of the NEOs who was employed by us at the time. These performance-based RSUs were comprised of a mix of Financial Performance RSUs and TSR Performance RSUs. The Financial Performance RSUs for each of the NEOs were issued with two separate one-year performance periods ending December 31, 2022 and 2023, respectively and both performance periods were based on the Company’s ROIC metric during each performance period. Payouts under the TSR Performance RSUs were based on the Company’s RTSR performance versus a pre-established comparator group over the three-year performance period (2022 - 2024 for the awards issued in 2022 and 2023-2025 for the awards issued in 2023). Payouts under the Financial Performance RSU awards for the performance period ending December 31, 2022 were based on the achievement of a target ROIC in 2022 and would vest as of December 31, 2023, subject to continued service through that date. Pursuant to the terms of the awards and as previously described in the Company’s 2023 annual proxy filing, threshold was not achieved for the performance period ending December 31, 2022 and therefore no payout was achieved for the first half of the award. However, similar to the first half of the awards issued in 2023 (described above), the second half of total Financial Performance RSUs granted in 2022 can vest as of December 31, 2024 if the financial performance goals for the performance period ending December 31, 2023 are achieved at the target level, subject to the NEO’s continued employment through December 31, 2024. For both the second half of the Financial Performance RSU awards issued in 2022 and the first half of the Financial RSU awards issued in 2023, the actual achieved units are based on ROIC performance achieved during 2023.

  70. Long-Term Incentive Compensation

    | Achievement Level | Return on Invested Capital for One-Year Period Ending December 31, 2023 | Award Payout as % of Award Target | | Below Threshold | <2.5% | 0% | | Threshold (80% of target performance) | 2.5% | 50% | | Target | 3.1% | 100% | | Superior (120% of target performance) | 3.7% | 200% |

  71. Long-Term Incentive Compensation

    Actual payouts are determined using linear interpolation for performance attainment between “threshold” and “target” and between “target” and “superior.” As described above, the actual ROIC of the Company for the performance period ending December 31, 2023 was 4.1%, which resulted in payouts of 200% for both the second half of the total target units granted under the Financial Performance RSU awards issued in 2022 and for the first half of the total target units granted under the Financial Performance RSU awards issued in 2023. The total payout under the Financial Performance RSU awards issued in 2022 was 100% of the target (0% payout on the first half for 2022 ROIC performance and 200% of target payout for 2023 ROIC performance). For the Financial Performance RSU awards issued in 2023, the second half of the total target units granted under the Financial Performance RSU awards may be earned based on ROIC achievement against targets for the performance period ending December 31, 2024.

  72. Special Bonuses

    Special Bonuses In addition to the annual cash incentive program, we may from time to time pay our NEOs discretionary bonuses as determined by the board of directors or the Compensation Committee to reflect superior individual performance, to recognize new roles and responsibilities, to attract new hires or to compensate new hires for amounts forfeited from their previous employer. No such bonuses were provided to NEOs in respect of 2023.

  73. Termination and Change of Control Benefits

    Termination and Change of Control Benefits Our NEOs receive certain benefits upon certain termination events including following a change of control of the Company under the Executive Severance Pay Plan. These benefits, described in detail under “Terms Applicable to Payments upon Termination of Employment,” are intended to ensure that the executive leadership team is able to objectively evaluate potential change of control transactions without the distraction of the potential impact such transactions may have on their employment.

  74. 2023 Summary Compensation Table

    2023 Summary Compensation Table

  75. 2023 Summary Compensation Table

    | Name and Principal Position(1) | Year | Salary(2) | Bonus | Stock Awards(3) | Option Awards | Non-Equity Incentive Plan Compensation(4) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(5) | All Other Compensation | Total | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | Jeffrey S. Edwards, Chairman and Chief Executive Officer | 2023 | $1,015,385 | — | $4,751,899 | — | $1,647,360 | — | $219,542(6) | $7,634,186 | | | 2022 | $1,000,000 | — | $2,689,813 | — | $896,400 | — | $121,545 | $4,707,758 | | | 2021 | $1,000,000 | — | $2,738,195 | $1,140,004 | — | — | $209,745 | $5,087,944 | | Jonathan P. Banas, Executive Vice President and Chief Financial Officer | 2023 | $523,077 | — | $1,031,683 | — | $530,640 | — | $100,411(7) | $2,185,811 | | | 2022 | $510,385 | — | $583,992 | — | $288,529 | — | $68,260 | $1,451,166 | | | 2021 | $500,000 | $15,000 | $540,441 | $225,008 | — | — | $96,308 | $1,376,757 | | Patrick R. Clark, Senior Vice President and Managing Director - Global Automotive | 2023 | $519,615 | — | $937,889 | — | $514,800 | — | $379,795(8) | $2,352,099 | | | 2022 | $481,539 | — | $389,343 | — | $261,450 | — | $565,009 | $1,697,341 | | Christopher E. Couch, Senior Vice President, Chief Technology Officer | 2023 | $487,692 | — | $606,519 | — | $462,000 | — | $94,134(9) | $1,650,345 | | | 2022 | $475,385 | — | $343,308 | — | $250,992 | — | $64,487 | $1,134,172 | | | 2021 | $456,346 | $13,950 | $302,262 | $155,016 | — | — | $82,101 | $1,009,675 | | Larry E. Ott, Senior Vice President, Chief Human Resources Officer | 2023 | $472,308 | — | $594,013 | — | $415,272 | — | $96,063(10) | $1,577,656 |

  76. 2023 Summary Compensation Table

    1The column reflects each NEO’s position as of December 31, 2023. 2Amounts shown reflect the NEO's annual base salary earned during the fiscal year and are not reduced to reflect the NEOs’ elections, if any, to defer receipt of salary into the CSA Savings Plan for salaried U.S. employees. 3The amounts shown in column (e) represent the aggregate grant-date fair value of time-vested RSUs, Financial Performance RSUs and TSR Performance RSUs, which were granted under the 2021 Plan on February 15, 2023, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification 718, Stock Compensation (“ASC Topic 718”). In the case of Financial Performance RSUs and TSR Performance RSUs, the amounts shown are based on the probable outcome of performance conditions at the time of the grant, consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under ASC Topic 718 as follows: Mr. Edwards, $2,851,108; Mr. Banas, $619,007; Mr. Clark, $562,732; Mr. Couch, $363,907; and Mr. Ott, $356,402. Assuming the highest level of performance is achieved for the Financial Performance RSUs, the maximum value of the Financial Performance RSU awards at the grant date would be as follows: Mr. Edwards, $3,801,583; Mr. Banas, $825,353; Mr. Clark, $750,314; Mr. Couch, $485,224; and Mr. Ott, $475,221. The value of the TSR Performance RSUs is market-based; thus no maximum grant date fair value is known. The fair value of the TSR Performance RSU awards at the grant date would be as follows: Mr. Edwards, $950,316; Mr. Banas, $206,331; Mr. Clark, $187,575; Mr. Couch, $121,295; and Mr. Ott, $118,792. The amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. Assumptions used in the calculation of these amounts are included in Note 20 to the Company’s audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. Note that these accounting fair values differ than the intended grant values as discussed above in the Impact of Stock Price Averaging on Reported Grant Values section 4The amounts shown in column (g) represent the bonus payments for 2023 under the Company’s annual incentive award program. Payouts under the annual incentive program were made based on achievement by the Company of Adjusted EBITDA and FCF as compared to the established targets, as well as performance against strategic ESG metrics and related established targets. The determination of the amounts achieved is described under “Annual Incentive Award” under the Executive Compensation Components section of the Compensation Discussion and Analysis. 5The amount shown in column (h) represents for each NEO the sum of the aggregate annualized change in the actuarial present value of accumulated benefits under all defined benefit and actuarial pension plans (qualified and non-qualified, including supplemental plans) from the plan measurement date used for financial statement reporting purposes with respect to the prior completed fiscal year to the plan measurement date used for financial statement reporting purposes with respect to the covered fiscal year. Mr. Clark is the only executive that has a defined benefit, and he elected to receive his benefit as a lump sum during December 2023. The Change in Pension Value shown for Mr. Clark is the difference between his 2023 lump sum payment amount and the Present Value of Accumulated Benefits as of the end of the prior year which was negative. Negative amounts are reported as zero for this purpose. 6The amount shown in column (i) for Mr. Edwards represents Company contributions under the CSA Savings Plan ($23,100) and nonqualified Supplemental Executive Retirement Plan ($178,897); car allowance ($12,000); and life insurance premiums paid by the Company ($5,545). 7The amount shown in column (i) for Mr. Banas represents Company contributions under the CSA Savings Plan ($23,100) and nonqualified Supplemental Executive Retirement Plan ($63,379); car allowance ($12,000); and life insurance premiums paid by the Company ($1,932). 8The amount shown in column (i) for Mr. Clark represents Company contributions under the CSA Savings Plan ($23,100) and nonqualified Supplemental Executive Retirement Plan ($60,026); car allowance ($10,615); life insurance premiums paid by the Company ($1,244); and the value of Company-paid costs (including tax equalization) associated with the completion of Mr. Clark's expatriate assignment ($284,810). 9The amount shown in column (i) for Mr. Couch represents Company contributions under the CSA Savings Plan ($23,100) and nonqualified Supplemental Executive Retirement Plan ($55,722); car allowance ($12,000); and life insurance premiums paid by the Company ($3,312). 10The amount shown in column (i) for Mr. Ott represents Company contributions under the CSA Savings Plan ($23,100) and nonqualified Supplemental Executive Retirement Plan ($51,459); car allowance ($12,000); and life insurance premiums paid by the Company ($9,504).

  77. 2023 Grants of Plan-based Awards

    2023 Grants of Plan-based Awards The following table sets forth information regarding plan-based awards made to the NEOs during 2023.

  78. 2023 Grants of Plan-based Awards

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards (#) (1) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards; Number of Securities Underlying Options | Exercise or Base Price of Option Awards ($/sh) | Grant Date Fair value of Stock and Option Awards ($) (2) | | Name | Award Type | Grant Date | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | | | (a) | | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | (l) | | Jeffrey S. Edwards | Annual Bonus (3) | N/A | $312,000 | $1,248,000 | $2,496,000 | — | — | — | — | — | — | — | | | RSUs (4) | 2/15/2023 | — | — | — | — | — | — | 103,755 | — | — | $1,900,792 | | | Financial Performance RSUs (5) | 2/15/2023 | — | — | — | 51,877 | 103,755 | 207,510 | — | — | — | $1,900,792 | | | TSR Performance RSUs (6) | 2/15/2023 | — | — | — | 25,435 | 50,871 | 101,742 | — | — | — | $950,316 | | Jonathan P. Banas | Annual Bonus (3) | N/A | $100,500 | $402,000 | $804,000 | — | — | — | — | — | — | | | | RSUs (4) | 2/15/2023 | — | — | — | — | — | — | 22,526 | — | — | $412,676 | | | Financial Performance RSUs (5) | 2/15/2023 | — | — | — | 11,263 | 22,526 | 45,052 | — | — | — | $412,676 | | | TSR Performance RSUs (6) | 2/15/2023 | — | — | — | 5,522 | 11,045 | 22,090 | — | — | — | $206,331 | | Patrick R. Clark | Annual Bonus (3) | N/A | $97,500 | $390,000 | $780,000 | — | — | — | — | — | — | | | | RSUs (4) | 2/15/2023 | — | — | — | — | — | — | 20,478 | — | — | $375,157 | | | Financial Performance RSUs (5) | 2/15/2023 | — | — | — | 10,239 | 20,478 | 40,956 | — | — | — | $375,157 | | | TSR Performance RSUs (6) | 2/15/2023 | — | — | — | 5,020 | 10,041 | 20,082 | — | — | — | $187,575 | | Christopher E. Couch | Annual Bonus (3) | N/A | $87,500 | $350,000 | $700,000 | — | — | — | — | — | — | — | | | RSUs (4) | 2/15/2023 | — | — | — | — | — | — | 13,243 | — | — | $242,612 | | | Financial Performance RSUs (5) | 2/15/2023 | — | — | — | 6,621 | 13,243 | 26,486 | — | — | — | $242,612 | | | TSR Performance RSUs (6) | 2/15/2023 | — | — | — | 3,246 | 6,493 | 12,986 | — | — | — | $121,295 | | Larry E. Ott | Annual Bonus (3) | N/A | $78,650 | $314,600 | $629,200 | — | — | — | — | — | — | — | | | RSUs (4) | 2/15/2023 | — | — | — | — | — | — | 12,970 | — | — | $237,610 | | | Financial Performance RSUs (5) | 2/15/2023 | — | — | — | 6,485 | 12,970 | 25,940 | — | — | — | $237,610 | | | TSR Performance RSUs (6) | 2/15/2023 | — | — | — | 3,179 | 6,359 | 12,718 | — | — | — | $118,792 |

  79. 2023 Grants of Plan-based Awards

    1The number of shares represents the range of potential payouts under the Financial Performance RSU and TSR Performance RSU awards granted under the 2021 Plan. The number of performance units that are earned, if any, associated with the Financial Performance RSUs awards will be based on performance for fiscal years 2023 and 2024, and will be determined after the end of both fiscal year 2023 and 2024, in each case with respect to one-half of the target total units granted. The number of performance units that are earned, if any, associated with the TSR Performance RSUs awards, will be based on performance for fiscal years 2023 to 2025, and will be determined after the end of fiscal year 2025. 2Represents the grant-date fair value of time-vested RSU, Financial Performance RSU and TSR Performance RSU awards granted under the 2021 Plan on February 15, 2023, computed in accordance with ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 20 to the Company’s audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. 3For 2023, the Compensation Committee approved target annual incentive awards under the AIP for executive officers and, as the basis for determining the entitlement of executives to actual payment of annual incentive awards, set Adjusted EBITDA and FCF performance target for the year in accordance with the Company’s 2023 business plan approved by the Company’s Board. Funding of the bonus pool was determined 85% based on Adjusted EBITDA and FCF performance, and 15% based on performance of executive officers against strategic ESG metrics, with earnout based on ESG metrics performance only available to the extent there is earnout based on Adjusted EBITDA and FCF performance. The determination of annual incentive award payments is described under “Annual Incentive Award” under the Executive Compensation Components section. The amounts set forth under “Estimated Future Payouts under Non-Equity Incentive Plan Awards” reflects the possible payouts of cash annual incentive awards under the AIP. Amounts reported in the “Threshold” column assume that the NEO only earns the minimum payout under the AIP (or 25% of target). For 2023, payouts under the annual incentive program were made based on achievement by the Company of Adjusted EBITDA and FCF targets as well as performance against strategic ESG targets. The determination of the amounts achieved is described under “Annual Incentive Award” under the Executive Compensation Components section of the Compensation Discussion and Analysis. Payouts, as approved by the Company's Compensation Committee, are noted under column (g) of the Summary Compensation Table. 4Represents time-vested RSUs granted under the 2021 Plan. These RSUs vest ratably, with one-third of the RSUs vesting on each of the first three anniversaries of March 1, 2023 ("vest from" date). 5Represents Financial Performance RSUs granted under the 2021 Plan. One-half of the Financial Performance RSUs are subject to the achievement of a ROIC performance goal during the one-year period commencing on January 1, 2023 and ending on December 31, 2023, and the remaining one-half are subject to the achievement of a ROIC performance goal during the one-year period commencing on January 1, 2024 and ending on December 31, 2024. The number of achieved Financial Performance RSUs for each of the two performance years is determined as soon as practicable after the end of the respective performance year, December 31, 2023 and December 31, 2024. The Company will settle achieved Financial Performance RSUs in an amount of cash equal to the number of achieved Financial Performance RSUs multiplied by the closing stock price on the performance achievement determination date for the award. The determination of the amounts achieved is described under “Long-Term Incentive Compensation” under the Executive Compensation Components section of the Compensation Discussion and Analysis. 6Represents TSR Performance RSUs granted under the 2021 Plan. The TSR Performance RSUs are subject to the achievement of a Relative Total Shareholder Return (RTSR) performance goal during the performance period commencing on January 1, 2023 and ending on December 31, 2025. RTSR performance is measured relative to the performance of an identified comparator group during the performance period. The number of achieved TSR Performance RSUs will be determined as soon as practicable after the end of the performance period, December 31, 2025. Subject to performance, the total achieved TSR Performance RSUs will vest if employment with the Company continues until December 31, 2025. The Company will settle the total achieved TSR Performance RSUs by delivering an amount of cash equal to the number of achieved TSR Performance RSUs multiplied by the closing stock price on the performance achievement determination date. The determination of the amounts achieved is described under “Long-Term Incentive Compensation” under the Executive Compensation Components section of the Compensation Discussion and Analysis.

  80. Outstanding Equity Awards at 2023 Fiscal Year End

    Outstanding Equity Awards at 2023 Fiscal Year End The following table sets forth information concerning outstanding equity awards held by the NEOs at December 31, 2023.

  81. Outstanding Equity Awards at 2023 Fiscal Year End

    | | Option Awards(1) | | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable (2) | Number of Securities Underlying Unexercised Options (#) Unexercisable | Number of Securities Underlying Unearned Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not vested ($) (3) | Equity Incentive Plan Awards; Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards; Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (3) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | Jeffrey S. Edwards | 31,900 | — | | $66.23 | 3/20/2024(4) | 20,387(5) | $398,362 | 70,240(6) | $1,372,490 | | | 38,900 | — | | $56.27 | 2/19/2025(4) | 46,828(7) | $915,019 | 36,965(8) | $722,296 | | | 35,200 | — | | $68.50 | 2/18/2026(4) | 103,755(9) | $2,027,373 | 155,633(10) | $3,041,069 | | | 26,573 | — | | $107.48 | 2/13/2027(4) | | | 50,871(12) | $994,019 | | | 25,117 | — | | $112.71 | 2/13/2028(11) | | | | | | | 45,293 | — | | $74.15 | 2/14/2029(11) | | | | | | | 101,695 | — | | $25.19 | 2/13/2030(11) | | | | | | | 44,392 | 22,197(13) | | $37.28 | 2/16/2031(11) | | | | | | Jonathan P. Banas | 2,000 | — | | $68.50 | 2/18/2026(4) | 4,024(5) | $78,629 | 15,250(6) | $297,985 | | | 1,384 | — | | $107.48 | 2/13/2027(4) | 10,167(7) | $198,663 | 8,026(8) | $156,828 | | | 3,152 | — | | $108.00 | 6/7/2027(11) | 22,526(9) | $440,158 | 33,789(10) | $660,237 | | | 4,248 | — | | $112.71 | 2/13/2028(11) | | | 11,045(12) | $215,819 | | | 7,748 | — | | $74.15 | 2/14/2029(11) | | | | | | | 21,356 | — | | $25.19 | 2/13/2030(11) | | | | | | | 8,762 | 4,381(13) | | $37.28 | 2/16/2031(11) | | | | | | Patrick R. Clark | 1,478 | — | | $112.71 | 2/13/2028(11) | 2,146(5) | $41,933 | 10,166(6) | $198,644 | | | 2,682 | — | | $74.15 | 2/14/2029(11) | 6,778(7) | $132,442 | 5,351(8) | $104,559 | | | 8,475 | — | | $25.19 | 2/13/2030(11) | 20,478(9) | $400,140 | 30,717(10) | $600,210 | | | 4,673 | 2,337(13) | | $37.28 | 2/16/2031(11) | | | 10,041(12) | $196,201 | | Christopher E. Couch | 2,700 | — | | $81.45 | 7/11/2026(4) | 1,878(5) | $36,696 | 8,964(6) | $175,157 | | | 1,897 | — | | $107.48 | 2/13/2027(4) | 2,034(14) | $39,744 | 4,718(8) | $92,190 | | | 1,581 | — | | $112.71 | 2/13/2028(11) | 5,977(7) | $116,791 | 19,865(10) | $388,162 | | | 3,576 | — | | $74.15 | 2/14/2029(11) | 13,243(9) | $258,768 | 6,493(12) | $126,873 | | | 8,475 | — | | $25.19 | 2/13/2030(11) | | | | | | | 4,089 | 2,045(13) | | $37.28 | 2/16/2031(11) | | | | | | | 2,854 | 1,427(15) | | $24.59 | 7/28/2031(11) | | | | | | Larry E. Ott | 1,833 | — | | $68.50 | 2/18/2026(4) | 2,281(5) | $44,571 | 8,780(6) | $171,561 | | | 2,444 | — | | $107.48 | 2/13/2027(4) | 5,854(7) | $114,387 | 4,621(8) | $90,294 | | | 2,955 | — | | $112.71 | 2/13/2028(11) | 12,970(9) | $253,434 | 19,455(10) | $380,151 | | | 5,364 | — | | $74.15 | 2/14/2029(11) | | | 6,359(12) | $124,255 | | | 11,782 | — | | $25.19 | 2/13/2030(11) | | | | | | | 4,965 | 2,483(13) | | $37.28 | 2/16/2031(11) | | | | |

  82. Outstanding Equity Awards at 2023 Fiscal Year End

    1All of the amounts presented in this portion of the table relate to options to purchase shares of the Company’s common stock granted to the NEOs under the following Plans: - 2011 Plan (for awards granted in 2014, 2015, 2016, and on February 13, 2017); - 2017 Plan (for awards granted on June 7, 2017 and in 2018, 2019, 2020, and on February 16, 2021); and, - 2021 Plan (for awards granted on July 28, 2021). 2Represents options which have vested and were exercisable as of December 31, 2023. 3The values in column (h) equal the total number of shares of stock or RSUs listed in column (g) for each NEO multiplied by the value of Company common stock as of December 31, 2023. The values in column (j) equal the total number of shares of stock or Performance RSUs listed in column (i) for each NEO multiplied by the value of Company common stock as of December 31, 2023. The value of common stock as of December 31, 2023 was $19.54 per share, which was the closing price of Company stock listed on the NYSE on December 30, 2023. 4Options listed expire on the earliest to occur of: (i) the tenth anniversary of the date of grant; (ii) the first anniversary of the date of the optionee’s termination of employment due to death or disability, or in connection with a change of control; (iii) the third anniversary of the date of the optionee’s termination of employment due to retirement after attaining age 65 or attaining age 60 with at least five years of service; or (iv) 90 days following the date of the optionee’s termination of employment by the Company and its affiliates for any reason not described in clauses (ii) through (iii) above. 5Represents time-vested RSUs granted on February 16, 2021, under the 2017 Plan that had not yet vested as of December 31, 2023. These RSUs cliff vest on the third anniversary of the date of grant. 6Target awards of Financial Performance RSUs with optionality to be settled in cash or stock were granted in February 2022 under the 2021 Plan to be earned in a multiple ranging from zero to two times the target awards based on our performance during the performance period commencing on January 1, 2022 and ending on December 31, 2023, subject to continued employment during the performance period. One-half of the total target awards granted will be earned based on our performance during the one-year period commencing on January 1, 2022 and ending on December 31, 2022, with earned Financial Performance RSUs vesting as of December 31, 2023 and settled in 2024. The remaining half of the total target awards granted will be earned based on performance during the one-year period commencing on January 1, 2023 and ending on December 31, 2023, with earned Financial Performance RSUs vesting as of December 31, 2024 and settled in 2025. Performance for 2022 paid out at 0% of target, with no units earned with respect to one-half of the total target awards granted. Actual number of units earned are reflected in the table. Performance for 2023 was 200% of target with respect to the second-half of the total target awards granted. Actual number of units earned are reflected in the table. 7Represents time-vested RSUs granted on February 16, 2022, under the 2021 Plan that had not yet vested as of December 31, 2023. These RSUs vest ratably over three years. 8Target awards of TSR Performance RSUs with optionality to be settled in cash or stock were granted in February 2022 under the 2021 Plan to be earned in a multiple ranging from zero to two times the target awards based on relative Total Shareholder Return (RTSR) performance to a comparator group during the performance period commencing on January 1, 2022 and ending on December 31, 2024, subject to continued employment during the performance period. The TSR Performance RSUs earned will be settled in 2025. The actual number of shares that will be issued is not yet determinable. 9Represents time-vested RSUs granted on February 15, 2023, under the 2021 Plan that had not yet vested as of December 31, 2023. These RSUs vest ratably over three years. 10Target awards of Financial Performance RSUs that will be settled in cash were granted in February 2023 under the 2021 Plan to be earned in a multiple ranging from zero to two times the target awards based on our performance during the performance period commencing on January 1, 2023 and ending on December 31, 2025, subject to continued employment during the performance period. One-half of the total target awards granted will be earned based on our performance during the one-year period commencing on January 1, 2023 and ending on December 31, 2023, with earned Financial Performance RSUs vesting as of December 31, 2023 and settled in 2025. The remaining half of the total target awards granted will be earned based on performance during the one-year period commencing on January 1, 2024 and ending on December 31, 2024, with earned Financial Performance RSUs vesting as of December 31, 2025 and settled in 2026. Performance for 2023 was 200% of target with respect to the second-half of the total target awards granted. Actual number of units earned are reflected in the table. Performance for 2024 is to be determined; therefore, the target amounts shown are in accordance with SEC rules for the remaining half of the total target awards granted. 11Options listed expire on the earliest to occur of: (i) the tenth anniversary of the date of grant; provided, however, that (other than as would otherwise result in the violation of Section 409A of the Internal Revenue Code (the “Code”)), to the extent an option would expire at a time when the holder of such option is prohibited by applicable law or by the Company’s insider trading policy from exercising the option (the closed window period), then such option shall remain exercisable until the thirtieth (30th) day following the end of the closed window period; (ii) the first anniversary (as defined in the 2017 Plan) of the date of the optionee’s termination of employment due to death or disability, or in connection with a change of control; (iii) the third anniversary of the date of the optionee’s termination of employment due to retirement after attaining age 65 or attaining age 60 with at least five years of service; or (iv) 90 days following the date of the optionee’s termination of employment by the Company or its affiliates for any reason not described in clauses (ii) or (iii) above. 12Target awards of TSR Performance RSUs will be settled in cash and were granted in February 2023 under the 2021 Plan to be earned in a multiple ranging from zero to two times the target awards based on relative Total Shareholder Return (RTSR) performance relative to the performance of a comparator group during the performance period commencing on January 1, 2023 and ending on December 31, 2025, subject to continued employment during the performance period. The TSR Performance RSUs earned will be settled in 2026. The actual number of shares that will be issued is not yet determinable. 13Represents outstanding options granted February 16, 2021 under the 2017 Plan, which have not vested and were unexercisable as of December 31, 2023. These options vest ratably over three years. 14Represents time-vested RSUs granted on July 28, 2021 under the 2021 Plan, which had not yet vested as of December 31, 2023. These RSUs cliff vest on the third anniversary of the date of grant. 15Represents outstanding options granted July 28, 2021 under the 2021 Plan, which have not vested and were unexercisable as of December 31, 2023. These options vest ratably over three years.

  83. 2023 Option Exercises and Stock Vested

    2023 Option Exercises and Stock Vested The following table sets forth information concerning the exercise of stock options and vesting of stock for each NEO during 2023.

  84. 2023 Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) (1) | Value Realized on Vesting ($) (2) | | (a) | (b) | (c) | (d) | (e) | | Jeffrey S. Edwards | — | — | 47,232 | $786,479 | | Jonathan P. Banas | — | — | 10,085 | $167,804 | | Patrick R. Clark | — | — | 5,374 | $88,404 | | Christopher E. Couch | — | — | 4,973 | $82,028 | | Larry E. Ott | — | — | 5,945 | $99,022 |

  85. 2023 Option Exercises and Stock Vested

    1The number of shares reported includes the number of shares withheld by the Company for the payment of tax liabilities incurred upon the vesting of restricted stock units. 2The amount represents the market price of the underlying shares on the date of vesting.

  86. 2023 Pension Benefits

    2023 Pension Benefits The following table sets forth the actuarial present value of accumulated benefit under the Cooper-Standard Automotive Inc. Salaried Retirement Plan (“Cooper Standard Retirement Plan”), which is frozen, as described in the narrative following this table, assuming benefits are paid at normal retirement age or the earliest retirement age at which participants receive unreduced benefits. The table also shows the number of years of credited service under the Cooper Standard Retirement Plan computed as of the same pension plan measurement date used in our audited financial statements for the year ended December 31, 2023. Mr. Clark is the only NEO who was a participant in the Cooper Standard Retirement Plan. Mr. Edwards, who was hired in 2012, Mr. Ott, who was hired in 2013, Mr. Banas, who was hired in 2015, and Mr. Couch who was hired in 2016 are not eligible to participate in the Cooper Standard Retirement Plan.

  87. 2023 Pension Benefits

    | Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit (1) ($) | Payments During Last Fiscal Year ($) | | (a) | (b) | (c) | (d) | (e) | | Patrick R. Clark | Cooper Standard Retirement Plan2 | 14.58 | $0 | $129,828 |

  88. 2023 Pension Benefits

    1Present values determined using a December 31, 2023 measurement date and reflect benefits accrued based on service and pay earned through such date. In October of 2022, the Board approved the termination of the Cooper-Standard Automotive, Inc. Salaried Retirement Plan, with a Date of Plan Termination on December 31, 2022. The termination process includes offering active and deferred participants a lump sum option, which was completed in fourth quarter of 2023, then subsequently purchasing annuities for all remaining participants with a qualified insurance company in early 2024. As a result, plan termination liabilities were determined for December 31, 2023 reporting. However, Mr. Clark elected to receive his benefit as a lump sum in December 2023. Because he is no longer due a benefit from the Plan, his Present Value of Accumulated Benefits is $0. 2Mr. Clark was covered under the cash balance design for purposes of the qualified CSA Retirement Plan, which was frozen January 31, 2009. Mr. Clark elected to receive his benefit as a lump sum in December 2023 and is no longer due a benefit.

  89. 2023 Nonqualified Deferred Compensation

    2023 Nonqualified Deferred Compensation The following table sets forth annual contributions, withdrawals, earnings and fiscal year-end balances for each NEO under the Company’s non-qualified Supplemental Executive Retirement Plan (“SERP”).

  90. 2023 Nonqualified Deferred Compensation

    | Name (a) | Executive Contributions in Last FY ($) (b) | Registrant Contributions in Last FY ($) (1) (c) | Aggregate Earnings in Last FY ($)(2) (d) | Aggregate Withdrawals/ Distributions ($) (e) | Aggregate Balance at Last FYE ($) (f) | | Jeffrey S. Edwards | — | $178,897 | $312,061 | — | $2,610,026 | | Jonathan P. Banas | — | $63,379 | $48,430 | — | $374,041 | | Patrick R. Clark | — | $60,026 | $28,747 | — | $244,434 | | Christopher E. Couch | — | $55,722 | $33,469 | — | $270,417 | | Larry E. Ott | — | $51,459 | $79,854 | — | $706,353 |

  91. 2023 Nonqualified Deferred Compensation

    1Amounts are included in column (i) of the Summary Compensation Table and represent nonqualified Company contributions under the SERP for the 2023 plan year. 2Includes earnings/(losses) from the SERP for the 2023 plan year.

  92. Potential Payments Upon Termination or Change of Control

    Potential Payments Upon Termination or Change of Control As indicated in the table below, compensation upon termination of employment varies depending on the circumstances of the termination and whether or not it occurred following a change of control. Amounts presented in the table are calculated as if employment terminated effective December 31, 2023. Payments due to any one of the NEOs upon actual termination of employment can only be determined at the time of termination. There can be no assurance that an actual termination or change of control would produce the same or similar results as those described below if it were to occur on any other date or if the actual circumstances at the time of termination were different. Amounts accrued under the normal terms of our deferred compensation plans are not included in this table and are instead presented under “Nonqualified Deferred Compensation.” Similarly, information concerning vested equity awards is not included in the table and is presented under “Outstanding Equity Awards at Fiscal Year End.”

  93. Potential Payments Upon Termination or Change of Control

    | Name | | Severance Payment1 | Health/Life2 | Outplacement Services3 | Accelerated Vesting of Equity Awards4 | 280G Treatment/Cut-Back5 | Totals | | Jeffrey S. Edwards | | | | | | | | | • | Change in Control Without Termination | — | — | — | — | — | — | | • | Termination Without Cause or Resignation for Good Reason, After Change in Control | $4,576,000 | $18,259 | $50,000 | $7,770,674 | — | $12,414,933 | | • | Termination Without Cause or Resignation for Good Reason, with no Change in Control | $4,576,000 | $18,259 | $50,000 | — | N/A | $4,644,259 | | • | Termination for Cause or Resignation Without Good Reason | — | — | — | — | N/A | — | | • | Termination due to Death | — | — | — | $7,770,667 | N/A | $7,770,667 | | • | Termination due to Disability | — | — | — | $7,770,667 | N/A | $7,770,667 | | Jonathan P. Banas | | | | | | | | | • | Change in Control Without Termination | — | — | — | — | — | — | | • | Termination Without Cause or Resignation for Good Reason, After Change in Control | $1,876,000 | $26,754 | $50,000 | $1,679,242 | — | $3,631,996 | | • | Termination Without Cause or Resignation for Good Reason, with no Change in Control | $1,407,000 | $26,754 | $50,000 | — | N/A | $1,483,754 | | • | Termination for Cause or Resignation Without Good Reason | — | — | — | — | N/A | — | | • | Termination due to Death | — | — | — | $1,679,248 | N/A | $1,679,248 | | • | Termination due to Disability | — | — | — | $1,679,248 | N/A | $1,679,248 | | Patrick R. Clark | | | | | | | | | • | Change in Control Without Termination | — | — | — | — | — | — | | • | Termination Without Cause or Resignation for Good Reason, After Change in Control | $1,820,000 | $26,756 | $50,000 | $1,374,737 | — | $3,271,493 | | • | Termination Without Cause or Resignation for Good Reason, with no Change in Control | $1,365,000 | $26,756 | $50,000 | — | N/A | $1,441,756 | | • | Termination for Cause or Resignation Without Good Reason | — | — | — | — | N/A | — | | • | Termination due to Death | — | — | — | $1,374,737 | N/A | $1,374,737 | | • | Termination due to Disability | — | — | — | $1,374,737 | N/A | $1,374,737 |

  94. Potential Payments Upon Termination or Change of Control

    | Name | | Severance Payment1 | Health/Life2 | Outplacement Services3 | Accelerated Vesting of Equity Awards4 | 280G Treatment/Cut-Back5 | Totals | | Christopher E. Couch | | | | | | | | | • | Change in Control Without Termination | — | — | — | — | — | — | | • | Termination Without Cause or Resignation for Good Reason, After Change in Control | $1,700,000 | $26,740 | $50,000 | $1,017,402 | — | $2,794,142 | | • | Termination Without Cause or Resignation for Good Reason, with no Change in Control | $1,275,000 | $26,740 | $50,000 | — | N/A | $1,351,740 | | • | Termination for Cause or Resignation Without Good Reason | — | — | — | — | N/A | — | | • | Termination due to Death | — | — | — | $1,017,409 | N/A | $1,017,409 | | • | Termination due to Disability | — | — | — | $1,017,409 | N/A | $1,017,409 | | Larry E. Ott | | | | | | | | | • | Change in Control Without Termination | — | — | — | — | — | — | | • | Termination Without Cause or Resignation for Good Reason, After Change in Control | $1,597,200 | $17,973 | 50,000 | $966,155 | — | $2,631,328 | | • | Termination Without Cause or Resignation for Good Reason, with no Change in Control | $1,197,900 | $17,973 | 50,000 | — | N/A | $1,265,873 | | • | Termination for Cause or Resignation Without Good Reason | — | — | — | — | N/A | — | | • | Termination due to Death | — | — | — | $966,155 | N/A | $966,155 | | • | Termination due to Disability | — | — | — | $966,155 | N/A | $966,155 |

  95. Potential Payments Upon Termination or Change of Control

    1Pursuant to the January 1, 2011 Executive Severance Pay Plan, as amended and restated on June 9, 2021, Mr. Edwards', Mr. Banas', Mr. Couch’s, Mr. Clark's and Mr. Ott's cash severance for termination without cause prior to a change of control is two times for Mr. Edwards and one and a half times for Mr. Banas, Mr. Couch, Mr. Clark and Mr. Ott's the sum of (i) their annual base pay as in effect immediately prior to the date of termination plus (ii) their target cash incentive compensation award for the year in which termination occurs, with payments to be made in accordance with the Company's regular payroll schedule, plus the prorated annual incentive award based on actual performance for the year of termination; for termination without cause after a change of control, Mr. Edwards', Mr. Banas', Mr. Couch's, Mr. Clark's and Mr. Ott's cash severance is two times the sum of (i) their base pay as in effect immediately prior to the date of termination plus (ii) their target annual cash incentive compensation award for the year in which termination occurs, and will be paid in a single lump sum cash payment, plus (iii) a pro rata portion of the greater of their target or actual annual bonus for the year of termination; for disclosure purposes we have only reported the incremental value by which the target annual incentive exceeds the actual annual incentive, if any. Further description of the terms applicable to cash severance payments is included under “Terms Applicable to Payments Upon Termination of Employment” 2Health benefits are continued for the NEOs and their covered dependents after termination of employment under certain circumstances. In such cases, the commitment is generally to provide for coverage for these benefits in a manner such that (i) benefits provided are substantially similar to those at termination and (ii) recipients of such benefits will not pay higher share of cost for such benefits than had been required prior to termination of employment based on elections in place at that time. Further description of the terms applicable to health and life insurance benefits is included under ‘‘Terms Applicable to Payments Upon Termination of Employment.’’ For Messrs. Edwards, Banas, Couch, Clark and Ott's, upon termination without cause or by the employee for good reason with or without a change in control, they are entitled to receive continued health coverage for 18 months. 3Upon termination without cause (or resignation for good reason) after a change of control, the NEOs are entitled to payment of the cost of outplacement services in an amount equal to the lesser of 15% of annual base salary at the time of termination, or $50,000. Pursuant to the January 1, 2011 Executive Severance Pay Plan, the NEOs are also entitled to payment of the cost of outplacement services in an amount equal to the lesser of 15% of annual base salary at the time of termination, or $50,000 upon termination without cause (or resignation for good reason) prior to a change of control. 4For the NEOs, represents the effect of accelerated vesting related to time-based RSUs, stock options, and performance-based RSUs. In the event of a change in control without termination: For the stock options, time-based RSUs, and performance-based RSUs granted in February and July 2021, February 2022, and February 2023 pursuant to the award agreements, 100% of all outstanding and unvested options and RSUs would become immediately vested and exercisable if the successor in the change in control does not assume the options or stock units or does not issue replacement awards. For purposes of this disclosure, we have assumed that the awards will be assumed or replaced by the successor of the change in control and, therefore, have not reflected 100% immediate vesting on either the February and July 2021, February 2022, or February 2023 awards. In the event of a change in control with termination within two years of a change in control: For all other unvested time-based restricted stock and stock options granted in February and July 2021, February 2022, and February 2023, 100% of the outstanding and unvested grants become fully vested and exercisable. For purposes of this disclosure, we have assumed that 100% of the outstanding and unvested target level of performance-based RSUs granted in February 2022 and February 2023 will become fully vested. In the event of a termination upon death or disability prior to a change in control: For time-based RSUs and stock options granted in February and July 2021, February 2022, and February 2023, 100% of the unvested awards become fully vested and exercisable. For performance-based RSUs granted in February 2022 and February 2023, 100% of the target level of the unvested award become fully vested and exercisable. 5Upon a change of control of the Company, each executive may be subject to certain excise taxes pursuant to Section 280G of the Internal Revenue Code. Pursuant to the January 1, 2011 Executive Severance Pay Plan, Messrs. Edwards, Banas, Couch, Clark, and Ott's, will receive the treatment that provides the best after-tax benefit (taking into account the applicable federal, state, and local income taxes and the excise tax) between (i) total payments being delivered in full, or (ii) total payments cutback to such amount so that no portion of such total payments would be subject to the excise tax. These amounts assume that no amounts will be discounted as attributable to reasonable compensation and no value will be attributed to the non-competition covenants included in the agreement. Amounts will be discounted to the extent the Company can demonstrate by clear and convincing evidence that the non-competition covenants included in the agreement substantially constrains the executive’s ability to perform services and there is a reasonable likelihood that the non-competition covenants will be enforced against the individual.

  96. Terms Applicable to Payments upon Termination of Employment

    Terms Applicable to Payments upon Termination of Employment The terms applicable to payments upon termination of employment with respect to Messrs. Edwards, Banas, Clark and Couch, and Mr. Ott are governed by the Executive Severance Pay Plan.

  97. Named Executive Officers Covered by the Executive Severance Pay Plan (“Severance Plan”)

    | Pay Versus Performance |

  98. Pay Versus Performance Table

    Pay Versus Performance Table

  99. Pay Versus Performance Table

    | Year (a) | Summary Compensation Table Total for PEO(1) (b) | Compensation Actually Paid to PEO(2) (c) | Average Summary Compensation Table Total for Non-PEO NEOs(3) (d) | Average Compensation Actually Paid to Non-PEO NEOs(4) (e) | Value of Initial Fixed $100 Investment Based on: | | GAAP Net Income(7) ($ Millions) (h) | Company Selected Measure: Adjusted EBITDA(8) ($ Millions) (i) | | | | | | | Company Total Shareholder Return(5) (f) | Peer Group Total Shareholder Return(6) (g) | | | | 2023 | $7,634,186 | $11,439,878 | $1,941,477 | $2,570,224 | $59 | $108 | $(202.0) | $180.4 | | 2022 | $4,707,758 | $1,890,963 | $1,349,459 | $924,716 | $27 | $102 | $(215.4) | $43.4 | | 2021 | $5,087,944 | $1,178,083 | $1,208,695 | $567,824 | $68 | $151 | $(322.8) | $(8.0) | | 2020 | $4,909,345 | $4,700,156 | $1,374,266 | $1,346,729 | $105 | $123 | $(267.6) | $35.7 |

  100. Pay Versus Performance Table

    1The amounts shown in column (b) represent total compensation amount for the principal executive officer (“PEO”), Mr. Edwards, for each respective year as reflected in column (j) of the Summary Compensation Table ("SCT Compensation"). 2The amounts shown in column (c) represent, for each respective year, the PEO's SCT Compensation, reduced by the grant date fair value of equity-based compensation for the PEO as reported in columns (e) and (f) of the applicable Summary Compensation Table; and increased (or decreased, as applicable) by the change in value of equity awards for the PEO during the year (as of year-end, or upon vesting or forfeiture, if earlier). Mr. Jeffrey Edwards served as the PEO for years 2020 through 2023. Mr. Edwards does not have a defined benefit pension; thus, the amounts in column (c) are not reflective of any adjustment associated with pension benefits or costs.

  101. Pay Versus Performance Table

    | | PEO | | | | Other Non-PEO NEOs (average) | | | | | | 2023 | 2022 | 2021 | 2020 | 2023 | 2022 | 2021 | 2020 | | Summary Compensation Table (SCT) Total Compensation(a) | $7,634,186 | $4,707,758 | $5,087,944 | $4,909,345 | $1,941,477 | $1,349,459 | $1,208,695 | $1,374,266 | | SCT Change in Pension Value(b) | — | — | — | — | — | — | — | — | | CAP Pension Service Cost(c) | — | — | — | — | — | — | — | — | | SCT Stock and Option Awards Value(d) | $4,751,899 | $2,689,813 | $3,878,199 | $2,904,733 | $792,526 | $426,497 | $599,125 | $433,794 | | Fair Value as of Year-End of Equity Awards Granted during the Year(e) | $6,062,451 | $1,215,173 | $963,615 | $2,653,264 | $1,050,723 | $192,676 | $120,928 | $396,231 | | Fair value as of Vest Date of Equity Awards Granted during the Year(f) | — | — | — | — | — | — | $12,889 | — | | Increase (Decrease) from Prior Year-End in Fair Value of Awards That Vested During the Year(g) | $754,892 | $(253,996) | $104,808 | $(81,819) | $104,110 | $(42,014) | $(17,898) | $(13,776) | | Year-over-Year Increase (Decrease) in Fair Value of Unvested Awards Granted in Prior Years(h) | $1,740,247 | $(1,088,159) | $(1,100,085) | $124,099 | $266,440 | $(148,908) | $(106,829) | $23,802 | | Fair Value at the End of the Prior Year of Awards that Failed to Meet Vesting Conditions in the Year(i) | — | — | — | — | — | — | $50,836 | — | | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value of Total(j) | — | — | — | — | — | — | — | — | | Compensation Actually Paid (CAP) (k) = (a) - (b) + (c) –(d) + (e) + (f) + (g) + (h) - (i) + (j)(k) | $11,439,878 | $1,890,963 | $1,178,083 | $4,700,156 | $2,570,224 | $924,716 | $567,824 | $1,346,729 |

  102. Pay Versus Performance Table

    3The amounts shown in column (d) represent, for each respective year, the average of the total compensation amounts for all NEOs other than the PEO, as reflected in column (j) of the applicable Summary Compensation Table. See details in the table for footnote 2. The non-PEO NEOs for each respective year, are as follows:

  103. Pay Versus Performance Table

    | Non-PEO NEOs | | | | | 2023 | 2022 | 2021 | 2020 | | Mr. Jonathan P. Banas | Mr. Jonathan P. Banas | Mr. Jonathan P. Banas | Mr. Jonathan P. Banas | | Mr. Patrick R. Clark | Mr. Patrick R. Clark | Mr. D. William Pumphrey, Jr. | Mr. D. William Pumphrey, Jr. | | Mr. Christopher E. Couch | Mr. Christopher E. Couch | Mr. Christopher E. Couch | Mr. Jeffrey A. DeBest | | Mr. Larry E. Ott | Ms. Joanna M. Totsky | Ms. Joanna M. Totsky | Mr. Larry E. Ott | | | | | Mr. Juan Fernando de Miguel Posada |

  104. Pay Versus Performance Table

    4The amounts shown in column (e) represent the average, for each respective year, of the CAP for all non-PEO NEOs, equal to SCT Compensation, reduced by the grant date fair value of equity-based compensation as reported in columns (e) and (f) of the applicable Summary Compensation Table and the change in pension value as reported in column (h) of the applicable Summary Compensation Table; and increased (or decreased, as applicable) by the change in value of equity-based awards during the year (as of year-end, or upon vesting or forfeiture, if earlier) and the pension service cost (and prior service cost, if applicable) associated with any applicable defined benefit pension benefit. See details in the table for footnote 2. For 2023, Mr. Clark was the only NEO with a defined benefit pension; however, both the change in his pension value as reported in column (h) of the Summary Compensation Table and the combined service and prior service costs for 2023 associated with his pension benefit were zero, having no impact on the calculation of his CAP. For 2022, 2021 and 2020, no non-PEO NEOs had a defined benefit pension; thus, there was no impact on the calculation of CAP. 5The amounts shown in column (f) represent the Company's Total Shareholder Return or cumulative growth of a hypothetical $100 investment in the Company made as of December 31, 2019, reflected as of the end of each respective year, and inclusive of the reinvestment of all dividends, where applicable. 6The amounts shown in column (g) represent the Total Shareholder Return or cumulative growth of a hypothetical $100 investment in the Standard & Poor's Supercomposite Auto Parts & Equipment Index, which we also use for purposes of the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2023, reflected as of the end of each respective year and inclusive of the reinvestment of all dividends, where applicable. 7The amounts shown in column (h) represent the Company's net income (loss) as reflected in Item 8. Financial Statements and Supplementary Data - Consolidated Statements of Operations on page 48 in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. 8For purposes of Item 401(v) of Regulation S-K, we have identified Adjusted EBITDA as our Company-Selected Measure, as described under “Annual Incentive Award” in the Executive Compensation Components section of the Compensation Discussion and Analysis. Additional information regarding the Adjusted EBITDA measure is also provided with the Financial Performance Measures list below.

  105. Relationship Between Financial Performance Measures and Executive Compensation Actually Paid

    Relationship Between Financial Performance Measures and Executive Compensation Actually Paid Set forth below are graphical depictions of the relationships between CAP for the PEO and the NEOs, with: (i) the Company’s TSR, (ii) peer group TSR, (iii) the Company’s net income, and (iv) Adjusted EBITDA, the Company-Selected Measure.