Cooper-Standard Holdings Inc DEF 14A, filed Apr 3, 2025

Cooper-Standard Holdings Inc. (CPS)

DEF 14A 2025-04-03 For: 2025-05-15

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Added on June 12, 2026

About this DEF 14A

Cooper-Standard Holdings Inc filed this DEF 14A on April 3, 2025.

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☐						Preliminary Proxy Statement
☐						Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒						Definitive Proxy Statement
☐						Definitive Additional Materials
☐						Soliciting Material Pursuant to Rule14a-12


PROXY SUMMARY			1
PROXY STATEMENT			5

PROPOSAL 1: ELECTION OF DIRECTORS			8
Director Nominee Overview			8
Director Recruitment Process			11
Nominees			12

CORPORATE GOVERNANCE			18
Board of Directors			18
Independence of Directors			18
Board Leadership Structure			18
Board of Director’s Meeting Attendance Requirements			19
Evaluation of Board Performance			19
Board Committees and Their Functions			20
Corporate Governance Principles and Code of Conduct			22
Securities Trading Policy			22
Board’s Role in Risk Oversight			23
Corporate Responsibility			24
Director Compensation			27
Stock Ownership and Related Stockholder Matters			29
Executive Officers			32
Transactions with Related Persons			33
Delinquent Section 16(a) Reports			33
Communications with Directors			34

PROPOSAL 2: ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION			35
Compensation Discussion and Analysis			36
Compensation Committee Report			49
Executive Compensation			50
Ratio of the Annual Total Compensation of the Median-Paid Employee to the CEO			63
Pay Versus Performance			64

PROPOSAL 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITOR			69
Fees and Services of Independent Registered Public Accounting Firm			70
Report of the Audit Committee			71

PROPOSAL 4: APPROVAL OF THE COOPER-STANDARD HOLDINGS INC . AMENDED AND RESTATED 2021 OMNIBUS INCENTIVE PLAN			72


Submitting Stockholder Proposals and Nominations for the 202 6 Annual Meeting			82
Additional Information			82
Discretionary Voting of Proxies on Other Matters			82
Appendix A			A-1


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


		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


Filed by the Registrant ☒			Filed by a party other than the Registrant ☐


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



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.


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.


SKILLS AND EXPERIENCE (OUT OF 9) The Board considers the following skills and experiences to be integral to the success of the Company:


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.


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.


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.


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.


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	●


TABLE OF Contents


COOPER STANDARD 2025 Proxy Summary


Table of Contents Proxy Summary


Table of Contents						Proxy Summary



* Chairman of Board ** Lead Director † Financial Expert “C” Denotes member and Chair of Committee “●” Denotes member


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.


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.


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.


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:


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.


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.


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



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:


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


2Represents Mr. Boss’s annual cash fee, plus $10,000 for his services as the chair of the Compensation Committee. 3Represents Mr. Freeland’s annual cash fee, plus $10,000 for his services as the chair of the Nominating and Corporate Governance Committee. 4Represents Mr. Mastrocola’s annual cash fee, plus $20,000 for his services as the lead director. 5Represents Ms. Sepahban’s annual cash fee plus $10,000 for her services as the chair of the former Innovation and Business Diversification Committee. 6Represents Mr. Van Oss’s annual cash fee plus $10,000 for his services as the chair of the Audit Committee.


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.


Stock Ownership and Related Stockholder Matters OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table and accompanying footnotes show information regarding the beneficial ownership of the issued and outstanding common stock of Cooper-Standard Holdings Inc. by (i) each person known by us to beneficially own more than 5% of the issued and outstanding common stock of Cooper-Standard Holdings Inc. as of the dates indicated in the footnotes and (ii) (A) each of our directors, (B) each named executive officer, and (C) all directors and executive officers as a group, each as of March 16, 2025. Unless otherwise indicated, (i) the address of each beneficial owner is c/o Cooper-Standard Holdings Inc., 40300 Traditions Drive, Northville, Michigan, 48168; and (ii) each of the beneficial owners listed below has sole voting and dispositive (investment) power over the shares beneficially owned. As of March 16, 2025, there were 17,548,147 shares of our common stock outstanding.
		Common Stock Beneficially Owned
	Named Executive Officers and Directors	Number of Common Shares1 #		Common Shares Underlying Exercisable Options2 #	Common Shares Underlying Restricted Stock Units3 #		Total Number of Shares of Common Stock Beneficially Owned #	Percentage of Common Stock Beneficially Owned %
	(a)	(b)		(c)	(d)		(e)	(f)
	Jeffrey S. Edwards	354,842	4	300,467	4,010		659,319	3.7
	Jonathan P. Banas	52,927		53,031	—		105,958	*
	Patrick R. Clark	42,494		19,645	—		62,139	*
	Christopher E. Couch	31,127		28,644	—		59,771	*
	MaryAnn P. Kanary	5,364		—	—		5,364	*
	John G. Boss	71,645		—	—		71,645	*
	Richard J. Freeland	—		—	54,338		54,338	*
	Adriana E. Macouzet-Flores	43,152		—	—		43,152	*
	David J. Mastrocola	16,115		—	62,517		78,632	*
	Christine M. Moore	33,603		—	—		33,603	*
	Robert J. Remenar	27,575		—	37,587		65,162	*
	Sonya F. Sepahban	3,357		—	56,934		60,291	*
	Thomas W. Sidlik	4,750		—	62,517		67,267	*
	Stephen A. Van Oss	77,846		—	62,517		140,363	*

	Current directors and executive officers as a group (18 persons)	823,718		438,595	340,935	5	1,603,248	8.8

	Significant Owners
	Thrivent Financial for Lutherans6						1,616,000	9.2
	BlackRock Inc.7						1,475,836	8.4
	Millstreet Capital Management LLC8						931,971	5.3
	The Vanguard Group9						871,587	5.0



*Less than 1% 1Includes common stock directly or indirectly owned by each listed person.


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:


4The number of common shares reported for Mr. Edwards includes 13,200 shares held by an irrevocable family trust for which his spouse is a beneficiary. Mr. Edwards disclaims beneficial ownership of the stock held by the trust except to the extent of his pecuniary interest therein. 5Includes 515 common shares underlying Restricted Stock Units which can only be paid in shares of common stock to Larry Ott if he retired from the Company as of March 16, 2025. 6Based solely on the Schedule 13G/A filed with the SEC on January 8, 2025, Thrivent Financial for Lutherans reported being the beneficial holder of 1,616,000 shares of common stock as of December 31, 2024, which represents shares held by Thrivent Financial for Lutherans in its general account and shares held in the Thrivent Defined Benefit Plan Trust for which Thrivent Financial for Lutherans serves as investment adviser. Out of the 1,616,000 shares reported, 428,694 shares were held by registered investment companies for which Thrivent Financial for Lutherans serves as investment adviser, and 1,178,621 shares were held by registered investment companies for which Thrivent Asset Management, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Thrivent Financial for Lutherans, serves as investment adviser. As of December 31, 2024, Thrivent Financial for Lutherans had the sole power to vote 8,685 shares of common stock and the sole power to dispose of 8,685 shares of common stock; and the shared power to vote 1,607,315 shares of common stock and the shared power to dispose of 1,607,315 shares of common stock. The address for Thrivent Financial for Lutherans is 901 Marquette Avenue, Suite 2500, Minneapolis, Minnesota 55402. 7Based solely on the Schedule 13G filed with the SEC on January 25, 2024, BlackRock, Inc. reported being the beneficial holder of 1,475,836 shares of common stock as of December 31, 2023. BlackRock, Inc. has the sole power to vote 1,430,925 shares of common stock and the sole power to dispose of 1,475,836 shares of common stock. The address for BlackRock, Inc., is 50 Hudson Yards, New York, New York 10001. 8Based solely on the Schedule 13G filed with the SEC on February 14, 2023, Millstreet Capital Management LLC reported being the beneficial holder of 931,971 shares of common stock as of December 31, 2022, which represents shares which may be deemed beneficially owned by Millstreet Capital Management LLC in its capacity as investment manager to private investment vehicles. Mr. Connolly and Mr. Kelleher, also named as Reporting Persons on this Schedule 13G, are Managing Members of Millstreet Capital Management LLC. Shares reported for Messers. Connolly and Kelleher represent the above referenced shares reported with respect to Millstreet Capital Management LLC. Messers. Connolly and Kelleher disclaim beneficial ownership of the shares reported except to the extent of their pecuniary interest therein. As of December 31, 2022, Millstreet Capital Management LLC and Messers Connolly and Kelleher each had the shared power to vote 931,971 shares of common stock and the shared power to dispose of 931,971 shares of common stock. The address for Millstreet Capital Management LLC is c/o Millstreet Capital Management LLC, 545 Boylston Street, 8th Floor, Boston, MA 02116. 9Based solely on a Schedule 13G filed with the SEC on February 13, 2024, The Vanguard Group reported being the beneficial holder of 871,587 shares of common stock as of December 31, 2023. The Vanguard Group has the sole power to dispose of 847,054 shares, the shared power to vote 18,584 shares, and the shared power to dispose of 24,533 shares of common stock. The address for The Vanguard Group is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355.


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



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.


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


Transactions with Related Persons RELATED PERSONS TRANSACTIONS POLICIES AND PROCEDURES We have established a formal written policy regarding transactions with related persons as defined under Item 404(a) of Regulation S-K (the “Related Party Transaction Policy” or the “Policy”). The Policy assists us in identifying, reviewing, monitoring and, as appropriate, approving transactions with related parties. The Policy requires that any transaction involving the Company and a shareholder who owns greater than 5% of our shares, a director, a nominee for director, or an executive officer, and/or their immediate family members (“Related Party”) which exceeds $120,000 and in which a Related Party had or will have a direct or indirect material interest (“Related Party Transaction”) must be approved or ratified by the Nominating and Corporate Governance Committee. The Chief Legal Officer, in consultation with members of management and external counsel, will determine if a transaction with a Related Party constitutes a Related Party Transaction under the Policy requiring approval from the Nominating and Corporate Governance Committee. In connection with the review and approval or ratification of a Related Party Transaction, the Nominating and Corporate Governance Committee will consider relevant facts and circumstances, including: •whether the terms of the transaction would apply on the same basis if the transaction did not involve a Related Party; •whether there are compelling business reasons for the Company to enter into the transaction and the nature of any alternative transactions; •the timing of the transaction; •whether the transaction would impair the independence of a director; and •whether the transaction would present an improper conflict of interest. We have implemented procedures to ensure compliance with the Related Party Transaction Policy. In particular, each director, nominee for director, and executive officer is required to complete a questionnaire in connection with the annual proxy statement that asks a series of questions aimed at identifying possible Related Party Transactions. In addition, on a quarterly basis, we seek to identify related party transactions through an internal inquiry across various departments, including finance, sales, and legal, which includes a review of payments to or from any party that may be considered related. In addition, our Code of Conduct prohibits our directors, officers, employees, and associates from participating in transactions involving conflicts of interest and requires disclosure of any potential conflicts of interest. FISCAL YEAR 2024 RELATED PERSONS TRANSACTIONS As of December 31, 2024, Mr. Van Oss, one of our directors, owned $3,000,000 in principal amount of the Company’s 5.625% Senior Notes due 2026 (described in Note 10 to the Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024), which he acquired through three open market purchases in the principal amount of $1,000,000 each on August 10, 2020, September 30, 2020, and March 2, 2022. The Company paid cash interest to Mr. Van Oss in the amount of $168,750 in each of the years ended December 31, 2022, December 31, 2023, and December 31, 2024, with respect to these securities.