DEF 14A of Cooper-Standard Holdings Inc.
Filed Apr 3, 2025 · FY20240001320461-25-000073
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| A Letter from our Chairman and Chief Executive Officer To Our Investors, On behalf of the Board of Directors of Cooper-Standard Holdings Inc. (the “Board”), I am pleased to invite you to attend the 2025 Annual Meeting of the Stockholders (the “Annual Meeting”) to be held virtually May 15, 2025, beginning at 9:00 a.m., Eastern Time. The Cooper Standard team consistently demonstrates its dedication to excellence, achieving world-class results in safety, product quality, program launches and customer service. Our experts are developing innovative solutions that are gaining industry recognition and securing new business opportunities. Furthermore, the streamlined, product-focused organizational structure we implemented in early 2024 has resulted in significant operational improvements and greater efficiencies, positively impacting our financial performance and overall execution. These accomplishments are a result of our strong culture and unwavering commitment to excellence. Our achievements in 2024 included: •Improved financial results with a 52% increase in operating income compared to 2023; •Outperformed world-class safety benchmarks with a safety incident rate of 0.30 per 200,000 hours worked, our best year ever, including 22 plants that completed the year with a perfect safety record of zero reported incidents; •Delivered world-class product quality, launches and customer service, including 97% green customer scorecards for product quality, 97% green customer scorecards for program launches; •Earned GM’s Supplier of the Year award for the eight consecutive year; •Received the SAA Innovations in Lightweighting Award for our FlexiCore™ Thermoplastic Body Seal; •Received recognition as one of Newsweek’s America’s Most Responsible Companies for the sixth consecutive year; •Named an SPE Automotive Innovation powertrain category winner for our plastic coolant hub technology; •Earned Leader in Sustainability recognition from Nissan; •Awarded EcoVadis Silver Status for evolving sustainability achievements; •Named an Automotive News PACE Pilot Award Finalist for our eCoFlow™ Switch Pump technology and FlexiCore™ Thermoplastic Body Seal technology; •Awarded a Seraph Quality Excellence Award at our Aguascalientes, Mexico mixing location; and •Named to the USA TODAY America’s Best Climate Leaders 2024 List. We look forward to an even stronger 2025 and believe that our product-focused organization will help position Cooper Standard for sustainable profitable growth as we strive to drive increasing value for all our stakeholders. I encourage you to participate in our Annual Meeting, as your vote and engagement are important to the ongoing success of the Company. This year’s Annual Meeting will again be in a virtual format. You will be able to attend the meeting online, vote your shares electronically and submit your questions during the meeting via a live webcast by visiting www.virtualshareholdermeeting.com/CPS2025. Details of the business to be conducted at the Annual Meeting are given in the Notice of the 2025 Annual Meeting of the Stockholders and the proxy statement. Thank you in advance for your participation in the meeting and for your continued support. Sincerely, Jeffrey S. Edwards Chairman and Chief Executive Officer |
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| Proposals and Board Recommendations | | | | | | | | 2024 Highlights | | | Proposal | | | | | Board Recommendation | | Page | | | | | | | | | | | | | 97% achieved on green customer scorecards for new program launches | | 01 | Election of Directors Named Herein | | | | FOR ALL | | 8 | | | | 02 | Advisory Vote on Named Executive Officer Compensation | | | | FOR | | 35 | | | | 03 | Ratification of Appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for 2025 | | | | FOR | | 69 | | | | 04 | Approval of the Amended and Restated Cooper-Standard Holdings Inc. 2021 Omnibus Incentive Plan | | | | FOR | | 72 | | | | | | | | | | | | | 97% achieved on green customer scorecards for quality | | Ways to Vote Before the Annual Meeting | | | | | | | | | | | We encourage stockholders to submit their votes in advance of the Annual Meeting. If your shares are registered directly in your name with our transfer agent, you are considered the “stockholder of record” with respect to those shares. By following the instruction provided in your proxy card, you may submit your votes in the following ways: | | | | | | | | | | | | | | | | | | | | 0.30 total incident rate (TIR), achieving world-class safety | | | Vote online at www.proxyvote.com until 11:59 p.m. Eastern Time on May 14, 2025 | | Call 1-800-690-6903 until 11:59 p.m. Eastern Time on May 14, 2025 | | | Mail Proxy Card to: Vote Processing c/o Broadridge 51 Mercedes Way Edgewood, NY 11717 | | | | | | | | | | | | | | 22 facilities achieved Diamond Plant status, the best in program history | | Director Nominees | | | | | | | | | | | | | | Age | Director Since | | Independent | | | | | John G. Boss | | | 65 | 2020 | | ● | | | | | Jeffrey S. Edwards | | | 62 | 2012 | | | | | | | Richard J. Freeland | | | 67 | 2020 | | ● | | | | | Adriana E. Macouzet Flores | | | 63 | 2020 | | ● | | | $76m in cost savings through manufacturing efficiency and purchasing lean initiatives | | David J. Mastrocola | | | 63 | 2010 | | ● | | | | | Christine M. Moore | | | 62 | 2021 | | ● | | | | | Robert J. Remenar | | | 69 | 2015 | | ● | | | | | Sonya F. Sepahban | | | 64 | 2016 | | ● | | | | | Stephen A. Van Oss | | | 70 | 2008 | | ● | | | | | This proxy statement was first sent or made available to stockholders on or about April 3, 2025. | | | | | | | | | |
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| | 1 | 2025 Proxy Statement |
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| Governance Highlights | | | •Independent Lead Director •8 of the 9 director nominees are independent •Minimum stock ownership requirements for directors •Board committees composed of independent directors •Annual Board evaluations •Board comprised of members with the right mix of key skills, experiences, background and tenure, bringing a broad range of perspectives integral to the Company’s success •Board meets regularly in executive sessions •Strong governance framework for the oversight of environmental, social and governance matters | | | | 9 Years average tenure |
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| SKILLS AND EXPERIENCE OF BOARD NOMINEES | | | | | | | | Core Industry | | | 6 | | | | | Senior Executive Leadership | | | | | | 9 | | Financial/ Audit & Risk | | 4 | | | | | | Mergers & Acquisition/ Capital Markets | | | | | 8 | | | International Business Markets | | | | | 8 | | | Engineering/ Technical | | 4 | | | | | | Manufacturing/ Supply Chain | | | | 7 | | | | Innovation & Technology Strategy | | | 6 | | | | | Cybersecurity/ Information Technology | 3 | | | | | | | Environmental/ Social/ Governance | | | 6 | | | |
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| BOARD ENGAGEMENT IN 2024 | | | | | 8 Board Meetings | 22 Committee Meetings | 96% Attendance1 | 8 Executive Sessions |
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| 1Percentage represents average attendance of the directors based on the total number of meetings of the Board and of the committees on which each such director served during 2024. Each director attended 75% or more of the total number of meetings of the Board and of the committees on which each such director served during 2024. |
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| 2025 Proxy Statement | 2 | |
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| Table of Contents | Proxy Summary |
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| RISK OVERSIGHT | | CORPORATE RESPONSIBILITY | | •Robust enterprise risk management approach •Active participation from leaders of the Company with the Board’s oversight •Culture of integrity and risk awareness throughout the Company •The Board’s environmental, social and governance governance framework that integrates environmental, social and governance risks and opportunities into the Company’s long-term strategy and enterprise risk management processes | | •Global Sustainability Council providing oversight for the Company’s sustainability strategy •Long term environmental, social and governance goals aligned with business goals and stakeholder priorities •Materiality assessment refreshed every three years •Rating agency analyses showing continued environmental, social and governance score improvement •Named to Newsweek’s 2025 list of America's Most Responsible Companies based on key areas of environmental, social and governance for the sixth consecutive year •Named to the USA Today America’s Best Climate Leaders 2024 list •Integration of select environmental, social and governance goals and milestones into bonus-eligible employee compensation plans |
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| Executive Compensation | | | | 2024 HIGHLIGHTS | | | | •Strong pay-for-performance approach aligned with the significant improvement in company performance on a year-over-year basis, as demonstrated by (i) 2024 annual incentive payments that were above target and (ii) payouts on performance-based long-term incentive awards with performance periods ending in 2024 •Increased weighting of Adjusted EBITDA as financial metric for the annual incentive plan to align with company objectives for 2024 •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 •Strong shareholder support for our executive compensation programs | | | | | | 92% Approval for Say-on-Pay proposal in 2024 | | PRACTICES WE EMPLOY | PROGRAM OBJECTIVES | | | •Independent compensation consultant •Annual benchmarking using general industry surveys and a peer group proxy analysis •Performance-based long-term incentive compensation programs •Balanced mix of performance measures aligned with long-term strategy •Clawback policy •Anti-hedging and anti-pledging policy •Executive and non-employee director stock ownership guidelines | •True pay-for-performance •Attract and retain highly-qualified executives •Align the interests of executives with those of our stockholders •Focus on profitability and shareholder return metrics •Motivate our leadership team to execute Company plans for sustainable growth | |
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| | 3 | 2025 Proxy Statement |
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| Awards and Recognitions | | | SUSTAINABILITY AND ENVIRONMENTAL LEADERS | VISIONARIES IN INNOVATION AND TECHNOLOGY | | •EcoVadis silver medal •Newsweek’s America’s Most Responsible Companies for the sixth consecutive year •USA TODAY America’s Best Climate Leaders 2024 List •Earned Leader in Sustainability recognition from Nissan •Bowling Green facility received the Silver Level E3 Award from the Ohio EPA for its commitment to environmental excellence | •Finalist for PACE Pilot award for eCoFlow™ Switch Pump and FlexiCore™ Thermoplastic Body Seal •Society of Automotive Analysts Award in Innovations in Lightweighting to FlexiCore™ Thermoplastic Body Seal •SPE Automotive Innovation Award for Plastic Coolant Hub Technology in the Powertrain category •Seraph Operational Excellence Awards for Quality Excellence | | SPOTLIGHT ON OUR TALENTED PEOPLE | COMMITMENT TO MANUFACTURING EXCELLENCE | | •Alison Nudd, named one of the Top 50 Women Chief Accounting Officers of 2024 by Women We Admire | •GM’s Supplier of the Year award for the eighth consecutive year •Awarded a Seraph Quality Excellence Award at our Aguascalientes, Mexico mixing location | | | |
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| 2025 Proxy Statement | 4 | |
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| COOPER STANDARD 2025 Proxy Statement |
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| Voting and Virtual Meeting Information WHO IS ENTITLED TO VOTE? Holders of the Company’s common stock as of the close of business on March 21, 2025, the record date, are entitled to vote at the Annual Meeting. On March 21, 2025, 17,548,147 shares of common stock were outstanding and, thus, eligible to be voted. Each outstanding share of common stock will be entitled to one vote on each proposal. WHAT IS THE VOTE REQUIRED TO APPROVE EACH PROPOSAL? You may vote for or against or abstain from voting on each proposal submitted for voting. Provided that there is no competing proxy, if you are a beneficial owner and do not provide voting instructions to your broker, trustee, or other nominee under the New York Stock Exchange (“NYSE”) rules, your broker, trustee, or other nominee has the discretion to vote those shares only on matters that are routine. A broker cannot vote shares on non-routine matters without your instructions. This is referred to as a “broker non-vote.” The following table sets forth the vote required for approval and the effect of abstentions and broker non-votes for each of the following Proposals for the Annual Meeting. | | | | | Proposal | | Vote Required for Approval | Effect of Abstentions and Broker Non-Votes | | 01 | Election of Directors Named Herein | More votes are cast “for” than “against” a nominee. | Abstentions and Broker non-votes have no effect on the outcome of the vote. | | 02 | Advisory Vote on Named Executive Officer Compensation | More votes are cast “for” than “against” the proposal. | Abstentions and Broker non-votes have no effect on the outcome of the vote. | | 03 | Ratification of Appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for 2025 | More votes are cast “for” than “against” the proposal. | Abstentions have no effect on the outcome of the vote. NYSE rules permit brokers to vote uninstructed shares at their discretion on this proposal in uncontested situations. | | 04 | Approval of the Cooper-Standard Holdings Inc. Amended and Restated 2021 Omnibus Incentive Plan | More votes are cast “for” than “against” the proposal. | Abstentions and Broker non-votes have no effect on the outcome of the vote. |
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| | 5 | 2025 Proxy Statement |
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| Table of Contents Proxy Statement |
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| HOW DO I VOTE BEFORE THE ANNUAL MEETING? We encourage stockholders to submit their votes in advance of the Annual Meeting. If your shares are registered directly in your name with our transfer agent, you are considered the “stockholder of record” with respect to those shares. By following the instruction provided in your proxy card, you may submit your votes in the following ways: | | | | | | | | Vote online at www.proxyvote.com until 11:59 p.m. Eastern Time on May 14, 2025 | | Call 1-800-690-6903 until 11:59 p.m. Eastern Time on May 14, 2025 | | Mail Proxy Card to: Vote Processing c/o Broadridge 51 Mercedes Way Edgewood, NY 11717 | | If your shares are held in a brokerage account, by a trustee or by another nominee (that is, in “street name”), you are considered to be the beneficial owner of those shares, and you have the right to give instructions to your broker, trustee or other nominee on how to vote your shares following the instructions provided in the voting instructions form. | | | | | | | HOW DO I VOTE ONLINE DURING THE ANNUAL MEETING? You may vote your shares by completing a ballot online during the designated time during the Annual Meeting if you are a stockholder of record or a “street name” holder. HOW CAN I CHANGE MY VOTE? After you have submitted your proxy or voting instructions by the Internet, telephone, or mail, you may revoke your proxy at any time until it is voted at the Annual Meeting. If your shares are registered in your name, you may do this by (i) written notice of revocation to the secretary of the Company; (ii) timely delivery of a valid, later-dated proxy or later-dated vote by telephone or Internet; or (iii) voting your shares online during the Annual Meeting. If your shares are held in street name, you may revoke your vote (i) through your broker, trustee or other nominee in accordance with their voting instructions, or (ii) by subsequently voting online during the Annual Meeting. WHAT CONSTITUTES A QUORUM AT THE ANNUAL MEETING? The presence of the holders of a majority of the outstanding shares of our common stock, in person or by proxy, will constitute a quorum for transacting business at the Annual Meeting. Abstentions and broker non-votes are counted as present for purposes of establishing a quorum at the Annual Meeting. WHAT IF I DO NOT SPECIFY HOW I WANT MY SHARES VOTED? If you return your proxy card with no votes marked or do not specify when giving your proxy by telephone or online how you want to vote your shares, we will vote them: •FOR the election of all nominees for director (Proposal 1); •FOR the approval of named executive officer compensation (Proposal 2); •FOR the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2025 (Proposal 3). •FOR the approval of the Cooper-Standard Holdings Inc. Amended and Restated 2021 Omnibus Incentive Plan (Proposal 4). WHO PAYS FOR THIS PROXY SOLICITATION? This solicitation of proxies is made by and on behalf of the Board of Directors. We will bear the cost of the solicitation of proxies. We do not currently plan to hire a proxy solicitor to help us solicit proxies from brokers, bank nominees, or other institutions or stockholders although we reserve the right to do so. In addition, our officers, directors, and employees may solicit proxies in person, by telephone, or other means of communication, but they will not receive any additional compensation in connection with such solicitation. HOW CAN I ATTEND THE ANNUAL MEETING? This year’s annual meeting will be a completely virtual meeting of stockholders, which will be conducted through an audio webcast. You will be able to attend the annual meeting of stockholders online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/CPS2025. To participate in the annual meeting, you will need the 16-digit control number included on your notice of Internet availability of the proxy materials, on your proxy card, or on the instructions that accompanied your proxy materials. | | | | | |
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| 2025 Proxy Statement | 6 | |
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| Table of Contents | Proxy Statement |
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| The virtual meeting platform is fully supported across browsers (Internet Explorer, Firefox, Chrome, and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most updated version of applicable software and plugins. Participants should ensure that they have a strong WiFi connection wherever they intend to participate in the meeting. Participants should also give themselves plenty of time to log in and ensure that they can hear streaming audio prior to the start of the meeting. The meeting webcast will begin promptly at 9:00 a.m., Eastern Time. We encourage you to access the meeting prior to the start time. Online access to the meeting will open at 8:45 a.m., Eastern Time, and you should allow ample time to log in to the meeting webcast and test your computer audio system. WHAT IF DURING THE CHECK-IN TIME OR DURING THE MEETING I HAVE TECHNICAL DIFFICULTIES OR TROUBLE ACCESSING THE VIRTUAL MEETING WEBSITE? For technical difficulties, you may call the telephone numbers provided on the login page of the virtual meeting platform at www.virtualshareholdermeeting.com/CPS2025. HOW DO I SUBMIT A QUESTION AT THE 2025 MEETING? If you wish to submit a question, you may do so in two ways: •Before the meeting: Once you receive your proxy materials, you may log into www.proxyvote.com and enter your 16-digit control number. Once past the login screen, click on "Question for Management," type in your question, and click "Submit." You may submit questions through this pre-meeting forum until the start of the meeting. •During the meeting: Log into the virtual meeting platform at www.virtualshareholdermeeting.com/CPS2025 to attend the meeting, during which you may type your question into the "Ask a Question" field, and click "Submit." Questions pertinent to meeting matters will be answered during the meeting, subject to time constraints. Questions regarding personal matters, including those related to employment, product or service issues, or suggestions for product innovations, are not pertinent to meeting matters and therefore will not be answered. Any questions pertinent to meeting matters that cannot be answered during the meeting due to time constraints will be posted online and answered at http://www.ir.cooperstandard.com. The questions and answers will be available as soon as practical after the meeting and will remain available until one week after posting. |
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| | 7 | 2025 Proxy Statement |
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| PROPOSAL 1 Election of Directors |
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| Our 2025 Director Nominees Upon the recommendation of the Nominating and Corporate Governance Committee, the Board has nominated the nine individuals listed below to stand for election to the Board for a one-year term ending at the annual meeting of the stockholders in 2026 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. Thomas W. Sidlik,who has reached our director retirement age, has not been renominated to stand for re-election per our Corporate Governance Guidelines. We thank Mr. Sidlik for his dedication and many years of service to our Company. 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 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 Board of Directors recommends that the stockholders vote FOR each of our nominees. | | | DIRECTOR NOMINEES John G. Boss Jeffrey S. Edwards Richard J. Freeland Adriana E. Macouzet-Flores David J. Mastrocola Christine M. Moore Robert J. Remenar Sonya F. Sepahban Stephen A. Van Oss |
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| 2025 Proxy Statement | 8 | |
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| Table of Contents | Proposal 1 |
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| SKILLS AND EXPERIENCE (OUT OF 9) The Board considers the following skills and experiences to be integral to the success of the Company: |
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| | | | 6 | | | | | | 4 | | | | | CORE INDUSTRY experience is important to providing relevant understanding of our business, strategy, and marketplace dynamics | | | | | | 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 | | | | | | | | | | | 9 | | | | | | 7 | | | 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 | | | | | | MANUFACTURING/SUPPLY CHAIN experience is critical to ensuring optimal processes are used in the creation of our products | | | | | | | | 4 | | | | | | | | 6 | | | | FINANCIAL/AUDIT & RISK experience is important in overseeing accurate financial reporting, informed decision making on value-adding initiatives,and robust auditing | | | | | | INNOVATION & TECHNOLOGY STRATEGY is integral to furthering our commitment to nurturing a culture that encourages innovative ideas that are translated into development of new and advanced technologies | | | | | | | | | | 8 | | | | 3 | | | | | | 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 | | | | | | CYBERSECURITY/INFORMATION TECHNOLOGY experience is important because the Board plays a vital role in recognizing the urgency IT/cybersecurity risks and ensuring the Company has appropriate plans in place to prevent and respond to cyber-attacks that could result in reputational, legal, and operational issues for the Company | | | | | | | | | | 8 | | | | | | 6 | | | | INTERNATIONAL BUSINESS/MARKETS experience is critical to cultivating and sustaining business and governmental relationships internationally and providing oversight of our multinational operations | | | | | | 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 to elevate our value for all our stakeholders | | | | |
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| | 9 | 2025 Proxy Statement |
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| Our Board is committed to ensuring that it has the right mix of key skills, experiences, background and tenure, bringing a broad range of perspectives contributing to our Company’s success. 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. | | | | | | | | | | | | | | Boss | Edwards | Freeland | Macouzet | Mastrocola | Moore | Remenar | Sepahban | Van Oss | | | KEY SKILLS AND EXPERIENCE | | | | | | | | | | | | Core Industry | ● | ● | ● | ● | | | ● | ● | | | | Senior Executive Leadership | ● | ● | ● | ● | ● | ● | ● | ● | ● | | | Financial/Audit and Risk | | | | | ● | ● | ● | | ● | | | Mergers and Acquisition/ Capital Markets | ● | ● | ● | ● | ● | | ● | ● | ● | | | International Business/ Markets | ● | ● | ● | ● | ● | | ● | ● | ● | | | Engineering/ Technical | ● | | | ● | | | ● | ● | | | | Manufacturing/ Supply Chain | ● | ● | ● | ● | | | ● | ● | ● | | | Innovation and Technology Strategy | ● | ● | ● | ● | | | ● | ● | | | | Cyber Security/ Information Technology | | | | | | ● | | ● | ● | | | Environmental/ Social/ Governance | ● | ● | ● | ● | | ● | | ● | | | | DEMOGRAPHICS | | | | | | | | | | | | Age | 65 | 62 | 67 | 63 | 63 | 62 | 69 | 64 | 70 | | | Director Since | 2020 | 2012 | 2020 | 2020 | 2010 | 2021 | 2015 | 2016 | 2008 | | | Independent | ● | | ● | ● | ● | ● | ● | ● | ● |
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| 2025 Proxy Statement | 10 | |
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| Table of Contents | Proposal 1 |
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| Director Recruitment Process | | | | | | | | | | | | | | | | | | | IDENTIFY Stockholders, Management, Directors and Search Firms Identify Director Candidates | | RECOMMENDATION Nominating and Corporate Governance Committee Evaluates Candidates and Makes Recommendation | | NOMINATIONS Board of Directors Makes Nominations | | ELECTION Stockholders Elect Directors at Annual Meeting of Stockholders | | 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 of the Chairman and Chief Executive Officer (“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 2026 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 all other candidates. 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 reviews 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, and a 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 Nominating and Corporate Governance Committee also ensures the Board has a broad range of valuable perspectives by seeking candidates from varied backgrounds and viewpoints. 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 with sound judgment. The Nominating and Corporate Governance Committee presents its recommendations for director nominees to the Board of Directors, who 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. | | | | | | | |
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| | 11 | 2025 Proxy Statement |
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| Director Nominees The names of the nominees, along with their present positions, their principal occupations, directorships held with other public corporations currently over the last 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. |
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| | 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’s 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 Inc., where he chairs the Nominating and Governance Committee and serves on the Audit and Strategy and Growth Committees. Mr. Boss earned a Master of Business Administration degree in Marketing and Finance from Rutgers Graduate School of Management and a Bachelor’s Degree in Mechanical Engineering from West Virginia University. | | | JOHN G. BOSS Age 65 Director Since 2020 Independent Yes Committees •Compensation (Chair) | | | | | 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 | | | Other Current Public Company Directorships •Wabash National Corporation •Calumet Inc. | | | | Former Public Company Directorships (past 5 years) •None | |
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| | Professional Experience With more than 39 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, Mr. 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 from Clarion University in Pennsylvania. He has also completed an executive training program at INSEAD, an international graduate business school and research institution. | | | JEFFREY S. EDWARDS (CHAIRMAN) Age 62 Director Since 2012 Independent No | | | | | 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. | | | | Former Public Company Directorships (past 5 years) •None | |
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| | 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. Mr. Freeland earned a Bachelor of Science degree from Purdue University and a Master of Business Administration degree from Indiana University. | | | RICHARD J. FREELAND Age 67 Director Since 2020 Independent Yes Committees •Nominating and Corporate Governance (Chair) | | | | | 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 •Valvoline Inc. •Hyliion Holdings Corp | | | | Former Public Company Directorships (past 5 years) •None | |
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| | 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, 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. | | | ADRIANA E. MACOUZET FLORES Age 63 Director Since 2020 Independent Yes Committees •Nominating and Corporate Governance | | | | | 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 | | | Other Current Public Company Directorships •None | | | | Former Public Company Directorships (past 5 years) •None | |
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| Table of Contents | Proposal 1 |
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| | 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 and 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 Goldman, Sachs & Co., 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. | | | DAVID J. MASTROCOLA Age 63 Director Since 2010 Lead Director Since 2011 Independent Yes Committees • Compensation | | | | | Skills and Experience •Senior Executive Leadership •Financial/Audit & Risk | •Mergers & Acquisitions/Capital Markets •International Business/Markets | | | Other Current Public Company Directorships •None | | | | Former Public Company Directorships (past 5 years) •None | |
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| | 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 earned 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 certifications and designations of Certified Public Accountant (CPA); Certified Information System Auditor (CISA); Certified Anti-Money Laundering Specialists (CAMS); Certified Fiduciary and Investment Risk Specialist (CFIRS); and NACD Directorship. 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, and National Association of Corporate Directors, and is the executive sponsor for Comerica’s African American Network employee resource group. | | | CHRISTINE M. MOORE Age 62 Director Since 2021 Independent Yes Committees •Audit | | | | | Skills and Experience •Senior Executive Leadership •Financial/Audit & Risk | •Cybersecurity/Information Technology •Environmental/Social/ Governance | | | Other Current Public Company Directorships •None | | | | Former Public Company Directorships (past 5 years) •None | |
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| | 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. Previously, 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 as chair of the Risk Management Committee and as a member of the Strategic Relationship, Strategic Business Matters and Global Sustainability Committees, and the board of directors of Munro & Associates. He earned his Master of Business and Professional Accountancy degrees from Walsh College and his undergraduate degree from Central Michigan University. | | | ROBERT J. REMENAR Age 69 Director Since 2015 Independent Yes Committees •Compensation •Audit | | | | | 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 | | | 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 | |
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| | 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. Previously, 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. | | | SONYA F. SEPAHBAN Age 64 Director Since 2016 Independent Yes | | | | | 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 | | | Other Current Public Company Directorships •None | | | | Former Public Company Directorships (past 5 years) •None | |
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| | 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. Previously, 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 is also a trustee of Robert Morris University and a member of the finance and audit 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. | | | STEPHEN A. VAN OSS Age 70 Director Since 2008 Independent Yes Committees •Audit (Chair) •Compensation | | | | | Skills and Experience •Senior Executive Leadership •Financial/Audit & Risk •Mergers & Acquisitions/Capital Markets | •International Business/Markets •Manufacturing/Supply Chain •Cybersecurity/Information Technology | | | Other Current Public Company Directorships •None | | | | Former Public Company Directorships (past 5 years) •None | |
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| Corporate Governance |
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| Board of Directors |
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| INDEPENDENCE OF DIRECTORS Board’s Guidelines on Director Independence: Our Corporate Governance Guidelines provide that a majority of the members of the Board must meet the criteria for independence set forth under applicable law and NYSE listing standards. On an annual basis, the Board determines whether each director qualifies as independent under these criteria. In addition to applying the NYSE independence rules, the Board considers all relevant facts and circumstances of which it is aware in making an independence determination with respect to any director. Furthermore, our Audit, Compensation and Nominating and Corporate Governance Committees are constituted so as to comply with the NYSE listing standards regarding independence, including committee independence. Application of Guidelines: The Board has determined that all of our directors and director nominees are independent as determined pursuant to NYSE rules, except for Mr. Edwards who serves as our CEO. |
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| BOARD LEADERSHIP STRUCTURE The Board’s leadership structure currently includes a combined chairman and CEO role with a non-employee lead director, as permitted by our Corporate Governance Guidelines. Chairman and Chief Executive Officer Mr. Edwards serves as chairman of the board of directors and CEO, a structure the Board believes is in the best interests of our stakeholders. This approach recognizes the importance of having a chairman with in-depth knowledge of, and experience in, our industry, while promoting communication between management and the Board, particularly regarding the Board’s oversight of the Company’s strategic direction. In addition, this structure ensures that the non-employee directors’ attention is devoted to the Company’s critical issues and our stakeholders. Our Board periodically reviews its determination to have a single individual serve as both chairman and CEO. Lead Director The lead director position is elected by the non-employee members of the Board upon the recommendation of the Nominating and Corporate Governance Committee. The Board believes that the role of the lead director, together with the existence of a substantial majority of independent directors, fully independent Board committees, and the use of regular executive sessions of non-employee and independent directors achieves an appropriate balance between the effective development of key strategic and operational objectives and independent oversight of management. As the lead director, Mr. Mastrocola: 1.presides at all meetings of the Board at which the chair is not present, including executive sessions of the independent directors, and communicates with management concerning the substance of such meetings and sessions; 2.serves as the liaison between the chair and the independent directors; 3.approves the Board’s meeting agendas, schedules and information sent to the Board; 4.in consultation with the Compensation Committee, assists the Board with its evaluation of the performance of the CEO; and 5.if requested by major stockholders, ensures that he is available for consultation and direct communication. |
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| Table of Contents | Corporate Governance |
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| BOARD OF DIRECTORS ATTENDANCE REQUIREMENTS FOR MEETINGS Meetings Our Board of Directors met eight times in 2024. As set forth in our Corporate Governance Guidelines, Board members are expected to attend Board meetings and meetings of the committees on which they serve. All directors are also strongly encouraged to attend our annual meeting of the stockholders. All director nominees attended at least 75% of the meetings of our Board and the committees on which they served during 2024. All of the then-serving directors attended the 2024 Annual Meeting. Meetings of Non-Employee Directors In accordance with our Corporate Governance Guidelines and the listing standards of NYSE, our non-employee directors meet regularly in executive sessions of the Board without management present. Executive sessions of non-employee directors are led by Mr. Mastrocola, the lead director, and are held in conjunction with each regularly scheduled Board meeting. Each committee of the Board also meets in executive session without management in conjunction with regularly scheduled committee meetings, as appropriate. At least once a year, the independent directors meet in an executive session led by one of the independent directors who is selected by all of the independent directors to lead the session. |
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| EVALUATION OF BOARD PERFORMANCE The Board believes that its annual evaluation process, illustrated below, is integral to enhancing our Board’s effectiveness. These annual self-evaluations are intended to facilitate a candid assessment and discussion by the Board of its effectiveness as a group in fulfilling its responsibilities, its performance as measured against the Corporate Governance Guidelines, and areas for improvement. Each Committee of the Board also conducts a similar annual self-evaluation of its performance and procedures. | | | | | | QUESTIONNAIRE | | Questionnaire enables each director to provide candid feedback. | | | BOARD ASSESSMENTS AND DISCUSSIONS | | During an executive session of the Board led by the Chair of the Nominating and Corporate Governance Committee and the lead director, the questionnaires are used to facilitate assessments of the following areas: •Individual performances of the directors, including in the capacity of lead director and committee chair •Board and committee operations •Board performance •Committee performance | | | FOLLOW-UP | | Policies and practices updated as appropriate. |
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| Board Committees and Their Functions COMMITTEES OF THE BOARD OF DIRECTORS Our Board currently has three standing committees: the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. In January 2025, the Board decided to disband the Innovation and Business Diversification Committee. Due to our new product line structure, the Board and management believes that embedding innovation and business diversification into the business will be more efficient and impactful and provides a more holistic approach. The Board determined that each member of each Committee is independent under applicable NYSE listing standards and SEC rules. Each Committee is organized and conducts its business pursuant to a written charter adopted by the Board and available on our website at www.cooperstandard.com under the “Investors” tab. The following chart sets forth our Board’s standing committees and membership on these committees. | | | | | Directors | Audit Committee | Compensation Committee | Nominating and Corporate Governance Committee | | John G. Boss | | C | | | Jeffrey S. Edwards* | | | | | Richard J. Freeland | | | C | | Adrian E. Macouzet Flores | | | ● | | David J. Mastrocola** | | ● | | | Christine M. Moore† | ● | | | | Robert J. Remenar† | ● | ● | | | Sonya F. Sepahban | | | | | Thomas W. Sidlik | ● | | ● | | Stephen A. Van Oss† | C | ● | |
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| * Chairman of Board ** Lead Director † Financial Expert “C” Denotes member and Chair of Committee “●” Denotes member |
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| Table of Contents | Corporate Governance |
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| AUDIT COMMITTEE | Committee’s Key Responsibilities •Select independent registered public accounting firm and regularly review and evaluate the firm’s independence, qualifications and performance •Oversee accounting and financial reporting processes and the annual audit and quarterly review of financial statements •Oversee, review and evaluate the Company’s internal audit function •Oversee compliance with legal and regulatory requirements •Review and oversee our system of internal controls regarding finance, accounting, cybersecurity and legal compliance •Review and oversee the Company’s assessment and management of the Company’s major litigation, and any significant compliance, cybersecurity and financial risk exposures •Oversee environmental, social and governance disclosures, processes, and controls | | Chair Stephen A. Van Oss Members Christine M. Moore Robert J. Remenar Thomas W. Sidlik Number of Meetings in 2024 7 | | | | Audit Committee Financial Expertise and Independence Our Board has determined that each member of the Audit Committee is financially literate and that Messrs. Van Oss and Remenar and Ms. Moore qualify as audit committee financial experts as defined by the rules and regulations of the Securities and Exchange Commission (“SEC”). |
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| COMPENSATION COMMITTEE | Committee’s Key Responsibilities •Review and approve corporate goals, objectives, and other criteria relevant to the CEO’s and the other executive officers’ compensation •Evaluate the performance of all executive officers and determine their compensation •Establish overall compensation philosophy and review, approve executive compensation programs and assess related risks •Review and approve employment and severance arrangement with executive officers •Review and approve equity-based compensation plans and awards made pursuant to such plans •Oversee the Company’s employee benefit plans, including the delegation of responsibility for such programs to the Company’s Benefit Plan Committee •Integrate select environmental, social and governance goals and milestones into executive compensation plans | | Chair John G. Boss Members David J. Mastrocola Robert J. Remenar Stephen A. Van Oss Number of Meetings in 2024 7 | | | | Compensation Consultant The Compensation Committee has engaged FW Cook as its independent compensation consultant. The consultant reports directly to the Compensation Committee and advises the Compensation Committee on a number of compensation-related considerations, including compensation practices among our peer group companies, pay-for-performance measures, competitiveness of pay levels, program design, and market trends. Other than consulting on executive compensation matters, FW Cook has performed no other services for the Compensation Committee or the Company. The Compensation Committee maintains a formal process to ensure the independence of any executive compensation advisor engaged by the Compensation Committee, including consideration of all factors relevant to the advisor’s independence from management as required by applicable NYSE listing standards. In connection with its engagement of FW Cook, the Compensation Committee considered these factors and determined that FW Cook qualified as independent and that its engagement does not raise any conflict of interest. |
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| NOMINATING AND CORPORATE GOVERNANCE COMMITTEE | Committee’s Key Responsibilities •Identify and evaluate individuals qualified to become members of the Board consistent with criteria approved by the Board •Select and recommend to the Board the director nominees to stand for election by the stockholders or to fill vacancies on the Board and its committees •Develop and ensure compliance with corporate governance principles and practices applicable to the Company •Review our legal compliance and ethics programs and policies •Review and make recommendations to the Board on director compensation, as well as indemnification and insurance matters •Oversee the annual performance evaluation of the Board and its committees •Ensure effective Company communication with investors and other stakeholders on environmental, social and governance matters •Ensure the Board has the skills, expertise and continued education necessary to oversee the successful execution of the Company’s environmental, social and governance priorities | | Chair Richard J. Freeland Members Adriana E. Macouzet Flores Thomas W. Sidlik Number of Meetings in 2024 5 | |
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| Corporate Governance Principles and Code of Conduct Cooper Standard is committed to sound corporate governance principles that are essential to maintaining our integrity in the marketplace and ensuring that we are managed for the long-term benefit of our stockholders. Our business is overseen by our Board who strive to promote the success, sustainability and continuity of our business through the selection of a qualified management team and is responsible for ensuring that our activities are conducted responsibly, lawfully, and ethically. The Board abides by our Corporate Governance Guidelines which provide a framework for the effective governance of the Company. The Board has also adopted a Code of Conduct which applies to all directors, officers, and employees, including our CEO, our chief financial officer, and our chief accounting officer. All of our corporate governance documents, including the Corporate Governance Guidelines, the Code of Conduct, and committee charters are available on our website at www.cooperstandard.com under the “Investors” tab or in printed form upon request by contacting Cooper Standard at 40300 Traditions Drive, Northville, Michigan, 48168, Attention: Investor Relations. The Board regularly reviews corporate governance developments and modifies our policies as warranted. Any modifications will be reflected on our website. In addition, if the Board grants any waivers from our Code of Conduct to any of our directors or executive officers, or if we amend our Code of Conduct, we will, if required, disclose these matters through the “Investor” section of our website on a timely basis. The information on our website is not part of this proxy statement and is not deemed to be incorporated by reference in this proxy statement. |
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| Securities Trading Policy The Board has adopted a Securities Trading Policy governing the purchase, sale, and/or other dispositions of our securities by all directors, officers, employees and any other person the Company determines should be subject to the policy, such as contractors and consultants. We believe that the Securities Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the exchange listing standards applicable to us. In addition, it is the practice of the Company to comply with applicable securities laws, including laws, rules and regulations related to trading in our securities. A copy of our Securities Trading Policy was filed as Exhibit 19.1 to our Annual Report on Form 10-K for the year ended December 31, 2024. |
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| Table of Contents | Corporate Governance |
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| Board’s Role in Risk Oversight The Board, as a whole and through its committees, is responsible for the oversight of risk management, while management is responsible for the day-to-day management of risks to the Company. The effective oversight and management of the risks facing the Company are supported through a top-down and bottom-up communication framework that includes a robust enterprise risk management approach and active participation from the Global Leadership Team and our leaders across all functional areas of the Company, fostering an appropriate culture of integrity and risk awareness throughout the Company. The Board has also developed a strong governance framework for overseeing management’s strategy that integrates environmental, social and governance risks and opportunities into the Company’s long-term strategy and enterprise risk management processes. RISK OVERSIGHT The Board has implemented a risk governance framework designed to: •understand material risks in the Company’s business, strategy and environmental, social and governance priorities; •allocate responsibilities for risk oversight among the full Board and its committees; •evaluate the Company’s enterprise risk management processes and whether they are functioning adequately; and •facilitate open communication between management and Directors. The Board delegates to its committees the task of reviewing and overseeing specific risks that align with their functional responsibilities, as presented below: | | | | Audit Committee | Nominating and Corporate Governance Committee | Compensation Committee | | •Effectiveness of policies on risk assessment and management. •Exposure to major litigation or significant compliance, cybersecurity and financial risks and the mitigation of such risks. •Effectiveness of Company’s system of disclosure and internal controls over financial reporting and environmental, social and governance disclosures. •Compliance with legal and regulatory requirements. | •Risks related to our governance structure and processes, related party transactions, and our legal and ethical compliance programs, including our Code of Conduct. | •Risks related to programs and practices that are likely to have a material adverse effect on the Company. |
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| ENTERPRISE RISK MANAGEMENT APPROACH Our enterprise risk management (ERM) approach is designed to inform the Board and the strategic and business planning processes through identification, detection, prevention and mitigation of risks that could impede the achievement of the Company’s strategic objectives and business goals. The results of the Company’s annual risk assessment process are reviewed with the Audit Committee on an annual basis. A priority in our approach is to connect the ERM process with strategic planning and corporate responsibility initiatives to ensure the sustainability of the enterprise. |
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| The ERM committee is comprised of senior-level leaders from each of the functional areas of the company working in concert with our Global Leadership Team and the Board. On an annual basis, the ERM committee is charged with pursuing a holistic, consolidated risk management approach for all risk classes, including strategic, operational, financial and compliance risks. The ERM committee has adopted a common risk management language, process, and metrics that are designed to inventory, assess and rank unmitigated and mitigated risks so that the Global Leadership Team can determine the appropriate response and mitigation strategies in alignment with the Company’s risk appetite. The committee considers the likelihood, magnitude and timeframe of individual risks (short-term, intermediate-term or long-term) when assessing response and mitigation strategies. This comprehensive risk management process allows for effective risk management and efficient capital allocation and fosters a risk-aware culture embedded into daily operations across the organization at all levels. To learn more about risks facing the Company, you can review the factors included in Part I, “Item 1A. Risk Factors” in the Company’s most recent Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which are aligned to the risks that are identified during the annual ERM risk assessment process. The risks described in the Form 10-K are not the only risks facing the Company. Additional risks and uncertainties not currently known or that may currently be deemed to be immaterial based on the information known to the Company also may materially adversely affect the Company’s business, financial condition or results of operations in future periods. |
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| Corporate Responsibility Cooper Standard is dedicated to demonstrating strong corporate citizenship to fulfill its purpose of Creating Sustainable Solutions TOGETHER. Through consistent actions aligned with our core values, we uphold our reputation as an honest, ethical and responsible company. As we work to deliver innovative products and systems, we remain focused on meeting our sustainability and environmental, social and governance commitments to Be the First Choice of the Stakeholders We Serve. In 2024, Cooper Standard was named one of America's Most Responsible Companies by Newsweek, for the sixth consecutive year. We are proud of this acknowledgment of our efforts to continue building upon our performance to address the evolving needs of our stakeholders. We focus on corporate responsibility to deliver value to all our stakeholders and ensure the Company’s long-term sustainability through our environmental, social and governance initiatives. ENVIRONMENTAL SOCIAL AND GOVERNANCE BOARD GOVERNANCE FRAMEWORK The Board is responsible for oversight of our environmental, social and governance strategy and ensures the management of environmental, social and governance impacts, risks and opportunities are integrated into the Company’s long-term strategy and Enterprise Risk Management. The Board delegates certain environmental, social and governance oversight responsibilities to its committees as set forth below: |
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| Audit Committee | Compensation Committee | Nominating and Corporate Governance Committee | | Disclosures, processes and controls, and their assurance ensuring: •Environmental, social and governance disclosures (both qualitative and quantitative) are comprehensive and follow appropriate environmental, social and governance frameworks and/or standards •Processes and controls are in place to ensure environmental, social and governance disclosures are accurate, comparable and consistent •Whether independent assurance is required | Accountability ensuring: •Integration of select environmental, social and governance disclosures goals and milestones into executive compensation plans | Engagement, board composition and education ensuring: •Effective communication of the Company’s environmental, social and governance priorities and performance to investors and other stakeholders •The Board has the necessary environmental, social and governance skills and expertise •Environmental, social and governance Board education |
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| 2025 Proxy Statement | 24 | |
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| Table of Contents | Corporate Governance |
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| The full Board and its committees receive regular updates on key environmental, social and governance topics according to a standard Board calendar, including but not limited to corporate governance topics, which are reviewed by the Nominating and Corporate Governance Committee at least twice per year and by the full Board annually, and ethics and compliance topics, which are reviewed by the Audit and Nominating and Corporate Governance Committees at least three times per year and by the full Board annually. In addition to reporting on our progress, we regularly invite expert speakers to Board meetings to report on emerging trends in our evolving global landscape. GLOBAL SUSTAINABILITY COUNCIL Our commitment to sustainability and corporate responsibility is demonstrated through our Global Sustainability Council (GSC). This cross-functional council, led by an executive sponsor and comprising subject matter experts from Cooper Standard, provides executive-level oversight for the company's sustainability strategy to ensure alignment and integration with operational business goals and stakeholder priorities. The GSC cross-functional team meets quarterly and approaches the Company's environmental, social and governance initiatives holistically, tracks rapidly evolving best practices and further develops long-term goals to drive world-class environmental, social and governance performance. SIGNIFICANT ENVIRONMENTAL, SOCIAL AND GOVERNANCE TOPICS Our corporate responsibility efforts have the greatest impact when we concentrate on the issues that are most significant to our business and stakeholders. To identify priority topics, challenges, and opportunities, we conduct regular materiality assessments, providing dedicated and formal checkpoints for our sustainability strategy and reporting efforts. In 2024, we conducted our first double materiality assessment, which was aligned to the requirements of the European Union’s Corporate Sustainability Reporting Directive (CSRD). We partnered with an objective third party to follow the process set forth by the European Sustainability Reporting Standards (ESRS) to develop and evaluate Impact, Risk and Opportunity (IRO) statements related to our business operations and value chain. As part of the double materiality assessment, we engaged key stakeholders, including Cooper Standard leaders and internal subject matter experts. We also evaluated over a dozen recognized resources and frameworks to identify our industry’s and stakeholders' most significant sustainability issues. The results validated our previous environmental, social and governance investments and ongoing priority initiatives, including an emphasis on climate change matters, the circular economy, valuing our workforce, deepening customer trust and maintaining an ethical corporate culture. We intend to maintain and increase disclosure and transparency around these topics moving forward. The detailed results of our double materiality assessment are discussed in our annual Corporate Responsibility Report and are also available on our website. Employee Engagement, Human Capital, Culture, Inclusion and Belonging Our employees are our most important asset, and therefore we take action to attract, develop, engage, retain and recognize world-class talent. We work to create and maintain a physically and psychologically safe workplace for all our employees through our Total Safety Culture. We also support our employees by giving back to the communities where we work and live, focusing on our local impact. As we aim to strengthen our world-class reputation and stay competitive, we remain focused on several human capital-related topics among our top material environmental, social and governance focus areas, including Workplace Health & Safety, Talent Engagement, Talent Development, Performance Management, and Culture, Inclusion & Belonging. |
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| | 25 | 2025 Proxy Statement |
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| Innovation, Materials and Product Lifecycle At Cooper Standard, we continuously evolve and embrace innovative ideas to exceed stakeholder expectations. Our unwavering commitment to making our products more sustainable guides our innovation processes, material selection, and product lifecycle considerations. We intentionally provide internal and external visibility of our product portfolio to further our culture of innovation and transparency. Our highly engaged workforce pursues technological innovations and implements manufacturing and business processes that deliver high quality and robust solutions. These innovative solutions enable us to meet the evolving needs of our customers and the global industries we serve as we face the challenges of today and into the future. Climate Change, Greenhouse Gas Emissions, and Waste As we experience the effects of climate change, we share the growing concerns of our stakeholders and take decisive action to manage climate risks. Cooper Standard recognizes that mitigating our environmental impact is crucial for the longevity of our business and the health of our planet. In 2024, we continued to focus on identifying technology investments and energy efficiency programs to reduce our carbon footprint, all part of our sustainability strategy to advance the low-carbon and circular economy. Cooper Standard aspires to be a leader in sustainable manufacturing, striving for excellence through efficient resource use and driving a prosperous future for generations to come. We have adopted environmental programs to address our Company’s climate-associated risks, including industry changes, market changes and emerging regulations. Since 2011, we have reported our climate-related risks to the Carbon Disclosure Project. We are aggregating our Scope 3 emissions data to reach our goal of being able to set climate science-based emission reduction targets in the future. Furthermore, through the formation of our Carbon Neutrality Action Committee, we are revisiting our renewable energy goals to ensure they are appropriately challenging, inclusive of the correct stakeholder contributions, and in line with our overall strategy. ENVIRONMENTAL, SOCIAL AND GOVERNANCE REPORTING Cooper Standard reports progress towards our environmental, social and governance commitments in our Corporate Responsibility Report annually. We continue to report in alignment with both the Global Reporting Initiative (GRI) Standards and the Sustainable Accounting Standards Board (SASB) Auto Part sector standard. We are actively monitoring changing reporting requirements in the EU and are proactively preparing for the anticipated transition. Our archive of annual Corporate Responsibility Reports is available on our website at www.cooperstandard.com/about-us/corporate-responsibility. Please view the reports for further information about the Company’s environmental, social and governance efforts, including environmental, social and governance goals and metrics. Please note that our Corporate Responsibility Report is not a part of our proxy solicitation materials. |
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| 2025 Proxy Statement | 26 | |
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| Table of Contents | Corporate Governance |
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| Director Compensation SUMMARY OF COMPENSATION Members of the Board who are not Cooper Standard employees receive an annual cash fee of $100,000 and, if they chair a committee, an additional cash fee of $10,000 per year. The lead director receives an additional cash fee of $20,000 per year, less any amount the lead director may receive in fees as chair of a committee. Non-employee directors were also eligible to receive equity grants under the Amended and Restated 2021 Omnibus Incentive Plan (“2021 Plan”). In 2024, the value of the equity awards granted to non-employee directors was approximately equal in value to 120% of the annual base director fee. Consistent with its charter, the Nominating and Corporate Governance Committee reviews and recommends to the Board any changes with respect to the compensation of directors. With respect to fiscal year 2024, the Nominating and Corporate Governance Committee determined not to recommend any changes to the Company’s director compensation program relative to the prior year. The following table sets forth information regarding the compensation earned by each non-employee director during the year ended December 31, 2024. | | | | | | | | Name | Fees Earned or Paid in Cash $ | | Stock Awards1 $ | Total $ | | | (a) | (b) | | (c) | (d) | | | 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 |
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| 1The amount shown in column (c) represents the grant-date fair value of 7,693 time-vested RSUs granted to each of the non-employee directors who were directors on the grant date, May 16, 2024, 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 2024 RSU awards. As of December 31, 2024, the aggregate number of deferred RSUs and outstanding and unvested RSUs held by current non-employee directors were as follows: |
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| Name | Deferred RSUs | Outstanding and Unvested RSUs | | (a) | (b) | (c) | | John G. Boss | — | 7,693 | | Richard J. Freeland | 46,645 | 7,693 | | Adriana E. Macouzet-Flores | — | 7,693 | | David J. Mastrocola | 54,824 | 7,693 | | Christine M. Moore | — | 7,693 | | Robert J. Remenar | 29,894 | 7,693 | | Sonya F. Sepahban | 49,241 | 7,693 | | Thomas W. Sidlik | 54,824 | 7,693 | | Stephen A. Van Oss | 54,824 | 7,693 |
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| Stock Ownership Policy for Non-Employee Directors To align the interests of our non-employee directors with the interests of our stockholders, the Board has a policy requiring that non-employee directors achieve a level of ownership of our common stock equal to five times their annual cash fee. Under this policy, non-employee directors are required to hold 75% of the net shares resulting from stock option exercises or vesting of other stock-based awards until they reach their applicable stock ownership level. For purposes of the policy, “stock ownership” or “stock owned” shall include the following, whether owned directly by, or held in trust for the benefit of, the director or any member of his or her immediate family: •Common stock of the Company, except to the extent such stock is subject to vesting conditions other than conditions based solely on the passage of time. •Company stock units or similar stock rights granted under the Company’s Omnibus Incentive Plan (or any predecessor or successor plan) or credited under any deferred compensation plan of the Company which are to be settled in shares of common stock, except to the extent such stock units or rights are subject to vesting conditions other than conditions based solely on the passage of time. In the case of time-vested common stock or stock units in the categories above which are not yet fully vested and not deferred, only a portion representing the net after-tax holdings at vesting will count as stock owned. For purposes of calculating these estimated net holdings, the applicable rate assumed to apply at vesting shall equal 50%. All of our incumbent non-employee directors meet the requirements of this policy or are retaining their acquired amounts until they reach their applicable stock ownership levels. |
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| 2 Includes shares underlying options exercisable on March 16, 2025, and options that become exercisable within 60 days thereafter. 3 Includes common shares underlying Restricted Stock Units that a) are credited to non-employee directors as of March 16, 2025, or within 60 days thereafter, which have been deferred under the Company’s Deferred Compensation Plan for Non-Employee Directors and are payable in shares of common stock within 45 days following termination of board service or a change of control and b) with respect to Mr. Edwards, can only be paid in shares of common stock to Mr. Edwards if he retired from the Company as of March 16, 2025. Not included are the following Restricted Stock Units that are payable within 60 days of March 16, 2025, that may be paid in cash or shares of common stock at the election of the Company: |
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| SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS The following table provides information about our equity compensation plans as of December 31, 2024: | | | | | | | | 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 (b)) # | | | (a) | (b)1 | (c)2 | (d)3 | | | | Equity compensation plans approved by security holders | 1,675,942 | $54.45 | | 832,836 | | | Equity compensation plans not approved by security holders | — | — | | — | | | Total | 1,675,942 | | | 832,836 |
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| 1Included in column (b) 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 (b) includes 520,993 shares subject to options; 715,940 shares covered by stock-settled time-vested Restricted Stock Units; and 439,009 shares representing the target (or achieved if applicable) 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 987,548 and the total number of securities to be issued would be 2,224,481). 2The weighted-average exercise price presented in column (c) reflects the weighted average exercise price of 520,993 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. 3The number of securities remaining available for issuance under the Company's 2021 Plan is 832,836. 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. |
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| In 2024, 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 2024 annual incentive program (“AIP”) was earned at 106.5% of target, reflective of the stronger operating performance noted above and out-performance on the safety metric. •The 2022 performance share unit (“PSU”) awards, which were based on relative total shareholder return from 2022 through 2024, were earned at 90.93% of target. •The 2023 performance share unit (“PSU”) awards, which were based on return on invested capital (“ROIC”) during 2023 and 2024, were earned at 147.3% of target. This is the first PSU above target earnout in over 10 years, and only the second PSU payout since the 2017 grant. •Given current stock price levels, all outstanding stock options held by the NEOs as of December 31, 2024, 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 2025. |
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| 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.” | | | | | | | | | Payout (% of Target) | | | | | | | Incentive Award | 2020 | 2021 | 2022 | 2023 | 2024 | 5-Year Average | | Annual Incentive Program | 70.0% | 0.0% | 74.7% | 132.0% | 106.5% | 76.6% | | Long-Term Incentive Plan1 | 0.0% | 0.0% | 0.0% | 100.0% | 128.7% | 45.7% |
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| 1Payouts represents those awards whose performance cycles were completed in the year noted (and in some cases includes payouts earned from awards granted in different years) and final payout of the award was known. |
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| COMPENSATION PHILOSOPHY AND OBJECTIVES | | | | | Compensation Program Objectives | Compensation Program Components | | | 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; and •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. | | | Governance Practices We Employ | | | | 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. | | | 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. | | |
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| PROCESSES RELATING TO EXECUTIVE COMPENSATION The Compensation Committee assists the Board in discharging its responsibilities relating to the compensation of our NEOs and overseeing our compensation plans, policies, and benefit programs. Our human resources team supports the Compensation Committee in its work. In evaluating and determining target compensation levels for our NEOs, the Compensation Committee relies on data received from its independent compensation consultant and the Chief Human Resources Officer, as well as recommendations from the CEO. The Compensation Committee, following discussions with the CEO, determines the base salary and target annual and long-term incentive compensation of the other NEOs. Executives whose compensation is under consideration are not present during the Compensation Committee’s review meetings, and neither the CEO nor management has any input into the compensation decisions for the CEO. The considerations, criteria and procedures applicable to these determinations are discussed more fully under “Executive Compensation Components.” Executive Compensation Review for 2024 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. With respect 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 2024. As a result of this and the consideration of other factors, the Compensation Committee determined that the engagement of FW Cook in 2024 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 (“LTI”) 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 2023, FW Cook compared our programs in these areas to a peer group comprised of 18 publicly-traded automotive suppliers with annual revenues between $0.9 billion and $5.9 billion and median revenues of $3.0 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 18-company peer group below was used in December 2023 to inform the compensation planning process for 2024. In comparison to 2023, Meritor, Inc. was removed from the peer group due to it’s acquisition by Cummins, Inc. in 2022 and the following five companies were added: Commercial Vehicle Group, Patrick Industries, REV Group, Standard Motor Products and Trinity Industries. At the time the market analysis was completed in the winter of 2023, Cooper Standard was positioned near the median of the peer group for revenue and below the 25th percentile for market capitalization. |
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| The peer group was again reviewed in June 2024 to inform the compensation planning process for 2025. As part of this review, the Committee made changes intended (1) to remove companies whose revenues were significantly above the peer group median and (2) to add companies whose market cap and revenues are generally more aligned to the peer group median to demonstrate responsiveness to the changing landscape within the industry, while still maintaining a peer group of 15-20 companies. As a result of this review, Linamar and Terex were removed from the peer group used for 2025 and Manitowoc and PHINIA were added. The resulting peer group continues to have 18 companies. |
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| 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 2024, the Compensation Committee determined that the relevant performance metrics would include both Company financial performance metrics, namely Adjusted EBITDA and FCF, along with a safety metric (measured by achieved Total Incident Rate (“TIR”)). Continuing to incorporate safety into our annual incentive opportunities for NEOs was deemed appropriate by the Compensation Committee as safety is a core value of the organization and supports delivery of value to all of our stakeholders. For purposes of evaluating potential 2024 incentive payouts, achievement against the Adjusted EBITDA metric determined 95% of funded incentive amounts and the remaining 5% of the funded incentive amounts dependent upon achievement relative to the safety metric. |
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| Additionally, no AIP payout was to be funded, regardless of the performance of the two metrics above, without the achievement of a FCF qualifier. 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. For 2024, the Compensation Committee established a “threshold” or minimum performance Adjusted EBITDA goal of 90% of the Adjusted EBITDA target, the achievement of which would entitle the NEOs to a payment equal to 25% of the target incentive. Additionally, the Company established threshold, target and maximum level performance for the safety metric. As discussed above, the FCF metric target had to be achieved in order for there to be any payout under the 2024 plan. 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 Company sets challenging targets in the annual incentive plan and 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 safety 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, however, 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 2024, 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, Clark and Couch; and 60% for Ms. Kanary. Compared to 2023, the target award percentage for Mr. Couch increased from 70% to 75% effective January 1, 2024, in recognition of the criticality of his position, his assumption of responsibilities for the global Fluid product line and alignment with market data. The target award percentages for Messrs. Edwards, Banas and Clark remained unchanged from 2023. The Compensation Committee set Adjusted EBITDA and FCF targets applicable to the Company as a whole in accordance with our 2024 business plan as approved by the Board of Directors, as outlined below. For 2024, achievement against the Adjusted EBITDA metric determined 95% of funded incentive amounts and the FCF metric had to be achieved for there to be any payout under the annual incentive plan. |
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| 2024 Achievement Level (Qualifier for any Plan payout) | FCF1 (000) | Award Payout as % of Award Target | | Target (must be achieved for payout to occur) | Positive FCF | Payout will occur based on results of Plan Metrics |
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| 2024 Achievement Level (95% Weighting) | Adjusted EBITDA1 (000) | Award Payout as % of Award Target | | Below Threshold | Below $162,000 | 0% | | Threshold (90% of target performance) | $162,000 | 25% | | Target | $180,000 | 100% | | Superior (125% of target performance) | $225,000+ | 200% |
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| 2024 Achievement Level - Safety (5% Weighting) | Total Incident Rate (TIR) | Award Payout as % of Award Target | | Below Threshold | Above 0.56 | 0% | | Threshold (80% of target performance) | 0.56 | 50% | | Target | 0.47 | 100% | | Superior (130% of target performance) | 0.33 (or below) | 200% |
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| In 2024, for purposes of the AIP, we achieved positive FCF and therefore the plan was eligible for a payout based on the two other plan metrics. Our Adjusted EBITDA was $180.7 million, which was slightly above target performance. Further, with respect to our safety metric, TIR achievement was 0.30 for 2024, which was above the superior performance level. | | | | | | 2024 AIP Metrics | Overall Weighting | Actual Performance | Payout Achievement (as % of Target) | Weighted Payout (as % of Award Target) | | FCF | | $25.9 million | Achieved Payout | | | Adjusted EBITDA | 95% | $180.7 million | 101.6% | 96.5% | | Safety (TIR) | 5% | 0.30 TIR | 200% | 10.0% | | Total 2024 Payout | 100% | | | 106.5% |
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| Overall performance achievement for 2024 resulted in a payout at 106.5% of target on a weighted basis, resulting in the following AIP award payments to our NEOs. | | | | | | | 2024 Year- End Base Salary | Target Bonus Opportunity | Weighted Achievement as a Percent of Target Award | 2024 Amount Earned Under AIP | | Mr. Edwards | $1,040,000 | 120% | 106.5% | $1,329,120 | | Mr. Banas | $550,000 | 75% | 106.5% | $439,313 | | Mr. Clark | $520,000 | 75% | 106.5% | $415,350 | | Mr. Couch | $520,000 | 75% | 106.5% | $415,350 | | Ms. Kanary | $450,000 | 60% | 106.5% | $287,550 |
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| Long-Term Incentive Compensation 2024 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 2024, 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 2024 consisted of stock-settled time-vested RSUs, and performance-based RSUs (“Performance RSUs”). Performance RSUs can be earned based on a combination of the Company’s financial (FCF) performance and Relative Total Shareholder Return (“RTSR”) performance relative to a comparator group. The percentage mix of the Long-Term Incentive Program (“LTIP”) awards granted in 2024 (on a grant date fair value basis) was approximately 60% for the Performance RSUs and 40% for the time-vested RSUs, respectively, consistent with the approach in 2022 and 2023. For 2024, the Compensation Committee determined that continuing with the mix of awards established in 2022, provides alignment between pay and shareholder value. |
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| Mr. Edwards did not receive an increase to his targeted 2024 LTIP value as compared to 2023 (and has not received an increase in his targeted LTIP value for the last three years). Based on external market data for their roles, as well as expanded scope for Mr. Couch, the other NEOs received the following increases to the targeted LTIP value in 2024 as compared to 2023: Mr. Banas, increased from $825,000 to $975,000; Mr. Clark increased from $750,000 to $800,000; Mr. Couch increased from $485,000 to $800,000 and Ms. Kanary increased from $425,000 to $500,000. The percentage of targeted LTIP value increased from 2023 to 2024, the grant value approved by the Compensation Committee for the 2024 annual equity awards, and the number of units granted in 2024 are as follows: |
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| | | | | Number of Awards Granted in 20241 | | | | 2023 Targeted LTIP Grant Value | 2024 Targeted LTIP Grant Value | % Change from 2023 to 2024 | Performance RSUs at Target2 | Time Vested RSUs | | Mr. Edwards | $3,800,000 | $3,800,000 | —% | 123,146 | 88,837 | | Mr. Banas | $825,000 | $975,000 | 18.2% | 31,597 | 22,794 | | Mr. Clark | $750,000 | $800,000 | 6.7% | 25,926 | 18,703 | | Mr. Couch | $485,000 | $800,000 | 64.9% | 25,926 | 18,703 | | Ms. Kanary | $425,000 | $500,000 | 17.6% | 16,204 | 11,690 |
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| 1The 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 2024. For NEO grants in 2024, the number of units were calculated using price of $17.11. The closing stock price on the grant date, used for accounting values in the Summary Compensation Table was $18.61 2The number of Performance RSUs granted to NEOs in 2024 was calculated using a price of $18.51 which reflects the 20-day average closing stock price as of the fifth day preceding date of grant ($17.11) and a factor of 1.082, reflecting the accounting fair value pursuant to the Monte-Carlo simulation. |
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| The FCF metric is measured on a one-year performance period ending on December 31, 2024, with target and above target payout opportunities as detailed below. For 2024 FCF was used as a replacement for ROIC due to the strategic importance of driving cash flow to service the Company’s long-term debt. The one-year performance period was used given difficulty in multi-year forecasting of financial performance metrics given industry volatility, which the Committee viewed as balanced by the three-year relatives TSR modifier. Unlike prior year PSU awards which paid 50% of target for threshold performance and linear interpolation between threshold and target, performance at any level below target would result in no earnout. •FCF must be between $1.0 million and $29.9 million for payout at target (100%). If FCF is greater than or equal to $30.0 million, then payout will be at maximum (200%). No linear interpolation applies between performance levels and, as noted above, there is no payout for performance below target. In June 2024, the Committee supported the Company’s decision to forego paid-in-kind elections for the December 2024 interest payment and make that payment in cash to proactively manage the Company’s capital structure. This cash payment was not contemplated in the Company’s 2024 financial plan that informed the goal setting and, because the objective of the FCF metric was to drive cash flow to service the debt, the Committee approved excluding this cash interest payment of $25 millions from the results of the FCF metric. This change resulted in a modification to the PSUs issued in February 2024, which is further detailed in the Summary Compensation and Grants of Plan Based Awards Tables, but is not part of ongoing target TDC. Additionally, as noted above, the Compensation Committee determined that the use of three-year RTSR as a performance modifier for this award was appropriate to align NEOs with the shareholder experience and to maintain a multi-year performance component in the program. The RTSR component is based on achievement of 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, 2026. If the Company’s RTSR performance for the three-year performance period ending December 31, 2026 is at target, or median of the comparator group, 100% of the Performance RSUs will vest (based on the portion of the Performance RSUs achieved from the FCF metric). If the Company’s RTSR performance achieves the threshold level, or 25th percentile of the comparator group, then 75% of the Performance RSUs will vest. If the Company’s RTSR performance achieves the maximum level, or 75th percentile of the comparator group, then 125% Performance RSUs will vest. The comparator group for RTSR is different from the benchmarking peer group identified in “Executive Compensation Review for 2024” under the Processes Relating to Executive Compensation section above, but similar with the peer group that was used for the 2023 RTSR awards. 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 2024 RTSR comparator group companies were: |
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| 2024 Time-Vested Stock-Settled Restricted Stock Unit Awards For 2024, we granted time-vested stock settled RSUs to our NEOs, similar to the time-vested stock settled RSUs granted in 2023. The 2024 RSUs vest ratably on each of the three-year anniversaries, beginning as of March 1, 2024 (“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 2024 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. |
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| Payouts under the 2022 and 2023 Performance-Based Restricted Stock Units In 2022 and 2023, 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. For the 2023 Financial Performance RSUs, the two one-year periods ended on December 31, 2023, and 2024 and earnouts for both 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, 2023, were based on the achievement of a target ROIC in 2023 and would vest as of December 31, 2024, subject to continued service through that date. Pursuant to the terms of the awards and as previously described in the Company’s 2024 annual proxy filing, the superior achievement level was met for the performance period ending December 31, 2023, and therefore a 200% payout was achieved for the first half of the award. Similar to the first half of the awards, the second half of the total Financial Performance RSUs granted in 2023 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. For the second half of the Financial Performance RSU awards issued in 2023 the actual achieved units are based on ROIC performance achieved during 2024. |
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| Achievement Level | Return on Invested Capital for One-Year Period Ending December 31, 2024 | Award Payout as % of Award Target | | Below Threshold | <4.1% | 0% | | Threshold (82% of target performance) | 4.1% | 50% | | Target | 5.0% | 100% | | Superior (200% of target performance) | 10.0% | 200% |
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| Actual payouts are determined using linear interpolation for performance attainment between “threshold” and “target” and between “target” and “superior.” The actual ROIC of the Company for the performance period ending December 31, 2024 was 4.9%, which resulted in a payout of 94.5% for the second 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 2023 was 147.3% of the target (200% payout on the first half for 2023 ROIC performance and 94.5% of target payout for 2024 ROIC performance). Additionally, for the RTSR awards issued in 2022, the payout was based on RTSR to the comparator established at the time of the award (and disclosed in the Company’s 2023 Proxy Statement). The RTSR awards payout is determined using linear interpolation for performance attainment between “threshold” and “target” and between “target” and “superior” as described in the table below. The Company’s RTSR for the period ending December 31, 2024, was in the 45th percentile, or above the threshold, but below the target attainment. This achievement resulted in a payout of 90.9% of the target units granted under the RTSR award issued in 2022. |
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| Achievement Level | RTSR Percentile Rank for the Three-Year Period Ending December 31, 2024 | Award Payout as % of Award Target | | Below Threshold | < 25th Percentile | 0% | | Threshold (80% of target performance) | 25th Percentile | 50% | | Target | Median | 100% | | Superior (120% of target performance) | 75th Percentile | 200% |
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| Special Bonuses In addition to the annual cash incentive program, we from time to time provide 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. One such bonus was provided to Ms. Kanary in connection with her hire in 2023. This amount was provided to bridge the gap in compensation forfeited with leaving her prior employer. This bonus is further described in the Summary Compensation table. No other NEOs received any special bonus in 2024. Retirement Plan Benefits Our NEOs participate in a tax-qualified 401(k) retirement savings plan (the “CSA Savings Plan”) and our nonqualified retirement plan. Benefits under these plans provide executives with an income source during their retirement years and reward executives for long-term service to the Company. We believe that our retirement plans are generally competitive in the automotive industry and assist the Company in attracting and retaining a high caliber executive leadership team. Please see the 2024 Nonqualified Deferred Compensation table and the accompanying narrative for further information regarding our retirement plans. 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. Health Benefits We provide our NEOs with health and welfare benefits that are available to all of our salaried employees. Our plan is a flexible plan which permits participants to choose among various co-pay options and available benefits, including medical, prescription drug, dental, long-term disability and life insurance, and other benefits depending on the needs of the participant and his or her dependents. These benefits help us remain competitive in attracting and retaining a high-caliber management team. Perquisites Our executives are provided with a vehicle allowance. This program helps us to attract and retain a high-caliber management team in the very competitive automotive supplier industry. The value of this benefit is treated as ordinary income for tax purposes at the full extent of its value, and participants, including the NEOs, do not receive any tax “gross up” payments or similar compensation to cover this tax. Stock Ownership Policy We require that our officers achieve and maintain levels of ownership of our common stock. The levels are based on multiples of each officer’s base salary. The Compensation Committee reviewed the stock ownership policy in June 2024 for market appropriateness and best practices. Based on its review, and input from FW Cook and management, the committee concluded that the terms and provisions of the policy remained appropriate; therefore, no changes were recommended or approved by the Compensation Committee. Under our policy, officers are required to hold 50% of the net shares resulting from stock option exercises or vesting of other stock-based awards until they reach the applicable ownership level based on position. Only shares owned outright and time-vested RSUs count toward satisfaction of the guideline (time-vested RSUs are counted on an after-tax basis assuming a 35% tax rate for ease of administration). The “in-the-money” spread of outstanding stock options and the value of unearned performance-based restricted stock units do not count toward satisfaction of the guideline. This policy is intended to align the interests of our key executives with the interests of our stockholders by maintaining a strong link between the Company’s long-term success and the ultimate compensation of key executives. The 2024 stock ownership requirement was as follows: |
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| Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Non-public Information We do not currently grant stock options, SARs, or similar option-like instruments and, as such, do not have any policy or practice in place on the timing of awards of options, SARs, or similar option-like instruments in relation to the disclosure of material non-public information. If, in the future, we anticipate granting stock options, SARs, or similar option-like instruments, we may determine to establish a policy regarding how the Compensation Committee or Board determines when to grant such awards and how the Compensation Committee or Board will take material non-public information into account when determining the timing and terms of such awards. |
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| 2024 GRANTS OF PLAN-BASED AWARDS The following table sets forth information regarding plan-based awards made to the NEOs during 2024. | | | | | | | | | | | | | | | | | 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 Underly-ing 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 | 2/14/2024 | — | — | — | — | — | — | 88,837 | — | — | 1,653,257 | | | Performance RSUs 5 | 2/14/2024 | — | — | — | — | 123,146 | 307,865 | — | — | — | 2,624,509 | | | Performance RSUs Modification 6 | 6/28/2024 | — | — | — | — | — | — | — | — | — | 1,754,831 | | Jonathan P. Banas | Annual Bonus 3 | N/A | 103,125 | 412,500 | 825,000 | — | — | — | — | — | — | | | | RSUs 4 | 2/14/2024 | — | — | — | — | — | — | 22,794 | — | — | 424,196 | | | Performance RSUs 5 | 2/14/2024 | — | — | — | — | 31,597 | 78,993 | — | — | — | 673,401 | | | Performance RSUs Modification 6 | 6/28/2024 | — | — | — | — | — | — | — | — | — | 450,257 | | Patrick R. Clark | Annual Bonus 3 | N/A | 97,500 | 390,000 | 780,000 | — | — | — | — | — | — | | | | RSUs 4 | 2/14/2024 | — | — | — | — | — | — | 18,703 | — | — | 348,063 | | | Performance RSUs 5 | 2/14/2024 | — | — | — | — | 25,926 | 64,815 | — | — | — | 552,539 | | | Performance RSUs Modification 6 | 6/28/2024 | — | — | — | — | — | — | — | — | — | 369,446 | | Christopher E. Couch | Annual Bonus 3 | N/A | 97,500 | 390,000 | 780,000 | — | — | — | — | — | — | — | | | RSUs 4 | 2/14/2024 | — | — | — | — | — | — | 18,703 | — | — | 348,063 | | | Performance RSUs 5 | 2/14/2024 | — | — | — | — | 25,926 | 64,815 | — | — | — | 552,539 | | | Performance RSUs Modification 6 | 6/28/2024 | — | — | — | — | — | — | — | — | — | 369,446 | | MaryAnn P. Kanary | Annual Bonus 3 | N/A | 67,500 | 270,000 | 540,000 | — | — | — | — | — | — | — | | | RSUs 4 | 2/14/2024 | — | — | — | — | — | — | 11,690 | — | — | 217,551 | | | Performance RSUs 5 | 2/14/2024 | — | — | — | — | 16,204 | 40,510 | — | — | — | 345,342 | | | Performance RSUs Modification 6 | 6/28/2024 | — | — | — | — | — | — | — | — | — | 230,907 |
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| OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR END The following table sets forth information concerning outstanding equity awards held by the NEOs at December 31, 2024. | | | | | | | | | | | | | | | Option Awards1 | | | | | | 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 | 38,900 | — | | 56.27 | 2/19/2025 | 4 | 23,414 | 5 | 317,494 | 70,240 | 6 | 952,454 | | | 35,200 | — | | 68.50 | 2/18/2026 | 4 | 69,170 | 7 | 937,945 | 33,613 | 8 | 455,792 | | | 26,573 | — | | 107.48 | 2/13/2027 | 4 | 88,837 | 9 | 1,204,630 | 152,780 | 10 | 2,071,697 | | | 25,117 | — | | 112.71 | 2/13/2028 | 11 | | | | 50,871 | 12 | 689,811 | | | 45,293 | — | | 74.15 | 2/14/2029 | 11 | | | | 123,146 | 14 | 1,669,860 | | | 101,695 | — | | 25.19 | 2/13/2030 | 11 | | | | | | | | | 66,589 | — | | 37.28 | 2/16/2031 | 11 | | | | | | | | Jonathan P. Banas | 2,000 | — | | 68.50 | 2/18/2026 | 4 | 5,084 | 5 | 68,939 | 15,250 | 6 | 206,790 | | | 1,384 | — | | 107.48 | 2/13/2027 | 4 | 15,018 | 7 | 203,644 | 7,299 | 8 | 98,974 | | | 3,152 | — | | 108.00 | 6/7/2027 | 11 | 22,794 | 9 | 309,087 | 33,170 | 10 | 449,785 | | | 4,248 | — | | 112.71 | 2/13/2028 | 11 | | | | 11,045 | 12 | 149,770 | | | 7,748 | — | | 74.15 | 2/14/2029 | 11 | | | | 31,597 | 14 | 428,455 | | | 21,356 | — | | 25.19 | 2/13/2030 | 11 | | | | | | | | | 13,143 | — | | 37.28 | 2/16/2031 | 11 | | | | | | | | Patrick R. Clark | 1,478 | — | | 112.71 | 2/13/2028 | 11 | 3,389 | 5 | 45,955 | 10,166 | 6 | 137,851 | | | 2,682 | — | | 74.15 | 2/14/2029 | 11 | 13,652 | 7 | 185,121 | 4,866 | 8 | 65,983 | | | 8,475 | — | | 25.19 | 2/13/2030 | 11 | 18,703 | 9 | 253,613 | 30,154 | 10 | 408,888 | | | 7,010 | — | | 37.28 | 2/16/2031 | 11 | | | | 10,041 | 12 | 136,156 | | | | | | | | | | | | 25,926 | 14 | 351,557 | | Christopher E. Couch | 2,700 | — | | 81.45 | 7/11/2026 | 4 | 2,989 | 5 | 40,531 | 8,964 | 6 | 121,552 | | | 1,897 | — | | 107.48 | 2/13/2027 | 4 | 8,829 | 7 | 119,721 | 4,291 | 8 | 58,186 | | | 1,581 | — | | 112.71 | 2/13/2028 | 11 | 18,703 | 9 | 253,613 | 19,501 | 10 | 264,434 | | | 3,576 | — | | 74.15 | 2/14/2029 | 11 | | | | 6,493 | 12 | 88,045 | | | 8,475 | — | | 25.19 | 2/13/2030 | 11 | | | | 25,926 | 14 | 351,557 | | | 6,134 | — | | 37.28 | 2/16/2031 | 11 | | | | | | | | | 4,281 | — | | 24.59 | 7/28/2031 | 11 | | | | | | | | MaryAnn P. Kanary | | | | | | | 7,238 | 13 | 98,147 | 15,985 | 10 | 216,657 | | | | | | | | | 11,690 | 9 | 158,516 | 5,323 | 12 | 72,180 | | | | | | | | | | | | 16,204 | 14 | 219,726 |
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| 2024 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 2024. | | | | | | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise # | Value Realized on Exercise $ | Number of Shares Acquired on Vesting1 # | Value Realized on Vesting 2 $ | | (a) | (b) | (c) | (d) | (e) | | Jeffrey S. Edwards | — | — | 78,386 | 1,104,726 | | Jonathan P. Banas | — | — | 16,615 | 234,135 | | Patrick R. Clark | — | — | 12,361 | 174,112 | | Christopher E. Couch | — | — | 11,314 | 159,052 | | MaryAnn P. Kanary | — | — | 3,618 | 46,130 |
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| 2024 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”). |
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| 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 Ms. Kanary are governed by the Executive Severance Pay Plan. Named Executive Officers Covered by the Executive Severance Pay Plan (“Severance Plan”) The Severance Plan, adopted in 2011 and amended and restated as of June 9, 2021, applies to officers of the Company, including our NEOs (currently Messrs. Edwards, Banas, Clark and Couch and Ms. Kanary, the “Covered NEOs”) who are not covered by employment agreements that specifically provide for benefits upon termination of employment. Under the Severance Plan, if a Covered NEO is terminated by the Company without “Cause,” as the term is defined in the Severance Plan and described below, prior to a change of control of the Company, then the Company will pay or provide the following: |
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| Pay Versus Performance Set forth below is information demonstrating the relationship between executive compensation actually paid, calculated in accordance with the applicable SEC regulations (“CAP”) and the financial performance of the Company over the five-year period 2020 through 2024. PAY VERSUS PERFORMANCE TABLE |
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| Year | Summary Compensation Table Total for PEO1 $ | Compensation Actually Paid to PEO2 $ | Average Summary Compensation Table Total for Non-PEO NEOs3 $ | Average Compensation Actually Paid to Non-PEO NEOs4 $ | Value of Initial Fixed $100 Investment Based On: | | GAAP Net Income7 $(Millions) | Company Selected Measure: | | | | | | | Company Total Shareholder Return5 $ | Peer Group Total Shareholder Return6 $ | | Adjusted EBITDA8 $( Millions) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2024 | 8,702,693 | 3,530,059 | 2,268,299 | 1,410,228 | 41 | 82 | (79) | 181 | | 2023 | 7,634,186 | 11,439,878 | 1,941,477 | 2,570,224 | 59 | 108 | (202) | 180 | | 2022 | 4,707,758 | 1,890,963 | 1,349,459 | 924,716 | 27 | 102 | (215) | 43 | | 2021 | 5,087,944 | 1,178,083 | 1,208,695 | 567,824 | 68 | 151 | (323) | (8) | | 2020 | 4,909,345 | 4,700,156 | 1,374,266 | 1,346,729 | 105 | 123 | (268) | 36 |
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| Financial Performance Measures Set forth below is a list of the financial performance measures used to link compensation actually paid to NEOs for the most recently completed fiscal year to company performance. |
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| 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. |