Adriana Macouzet-Flores
About Adriana E. Macouzet-Flores
Adriana E. Macouzet-Flores, age 63, has served as an independent director of Cooper-Standard Holdings Inc. (CPS) since 2020, bringing more than 25 years of leadership experience in multinational settings at PPG Industries, where she is Vice President, Latin America and PMC General Manager, Latin America . She holds an undergraduate degree in chemical engineering from Universidad La Salle (Mexico City) and completed executive programs in Finance Management (University of Michigan Ross), Corporate Strategy (Chicago Booth), and Women on Boards (Harvard Business School) . She is classified as independent under NYSE standards per the Board’s annual review .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PPG Industries de Mexico (subsidiary of PPG Industries Inc.) | Vice President, Latin America and PMC General Manager, Latin America | Current (details not dated) | 25+ years of leadership in multinational settings |
| PPG Industries de Mexico | General Manager, Latin America North; General Manager, Automotive OEM Coatings | Jan 2012 – Jun 2017 | Led regional and OEM coatings businesses |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Public company boards | — | — | None disclosed (current or past five years) |
Board Governance
- Committee assignments: Member, Nominating and Corporate Governance Committee; not a chair .
- Independence: Determined independent by the Board; only the CEO is non-independent among nominees .
- Attendance and engagement: Board met 8 times in 2024, with 22 committee meetings, 8 executive sessions; average director attendance was 96%, and all director nominees attended ≥75% of meetings; all then-serving directors attended the 2024 Annual Meeting .
- Nominating & Corporate Governance Committee oversight: Identifies and recommends director nominees; oversees corporate governance principles, ethics programs, director compensation recommendations, Board evaluations, and investor ESG communications (5 meetings in 2024) .
- ESG governance: Board and committees integrate ESG oversight into strategy and ERM; NCG ensures Board ESG skills, education, and engagement .
Fixed Compensation
| Component (Director) | 2024 Value | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Standard non-employee director cash fee |
| Committee chair fee | $0 | Not a committee chair in 2024 |
| Lead director fee | $0 | Not Lead Director |
| Equity (grant-date fair value) | $120,000 | Time-vested RSUs; equal to ~120% of annual base director fee |
| Total 2024 compensation | $220,000 | Sum of cash and stock awards |
- RSU grant details: 7,693 time-vested RSUs granted May 16, 2024; vest on the earlier of the first annual stockholder meeting after grant or one-year anniversary; each RSU settles in one share or cash equivalent at Company’s option; directors may elect to defer RSUs (she did not defer the 2024 grant) .
- Director ownership policy: Non-employee directors must hold stock equal to 5x annual cash fee and retain 75% of net shares from vesting until guideline met; all incumbent non-employee directors either meet or are retaining shares to reach the guideline .
Performance Compensation
| Element | Structure | Metrics | Vesting |
|---|---|---|---|
| Director RSUs (2024) | Time-vested RSUs | None disclosed for director awards (time-based) | Earlier of next annual meeting or 1-year from grant date |
- Company-wide incentive design signals: Anti-hedging and anti-pledging policies; clawback policy; strong pay-for-performance posture for executives (context for governance, not director-specific) .
- Say-on-Pay support: 92% approval in 2024 (executive comp advisory vote; positive governance signal) .
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| None | — | — | No other public company board roles disclosed |
- Related party transactions: The proxy discloses a single related person transaction for another director (Van Oss bond holdings); no related party transactions disclosed involving Ms. Macouzet-Flores .
- Policy: Related Party Transactions over $120,000 require NCG Committee approval, with conflict and independence checks .
Expertise & Qualifications
- Core skills: Core Industry; Senior Executive Leadership; M&A/Capital Markets; International Business/Markets; Engineering/Technical; Manufacturing/Supply Chain; Innovation & Technology Strategy; Environmental/Social/Governance .
- Education: Chemical Engineering (Universidad La Salle); executive programs at Michigan Ross, Chicago Booth, Harvard Business School .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Common shares beneficially owned | 43,152 | As of March 16, 2025 |
| % of shares outstanding | ~0.25% | 43,152 / 17,548,147 shares outstanding (March 21, 2025) ≈ 0.246% |
| Outstanding & unvested RSUs | 7,693 | 2024 director grant; not deferred |
| Deferred RSUs | — | No deferral for Ms. Macouzet-Flores |
| Pledged shares | None disclosed | Company has anti-pledging policy |
Governance Assessment
- Board effectiveness: Active NCG committee membership aligns her governance and ESG expertise with Board composition, evaluation, director compensation recommendations, and stakeholder ESG communications—supporting robust governance processes .
- Independence and engagement: Independent status and strong Board attendance metrics, with regular executive sessions, support effective oversight; no individual attendance issues disclosed .
- Alignment and incentives: Director pay mix balanced between cash ($100k) and equity ($120k RSUs), with stock ownership requirements at 5x cash fee; she holds 43,152 shares and 7,693 unvested RSUs, indicating skin in the game and ongoing alignment .
- Conflicts and related parties: No related-party transactions disclosed for Ms. Macouzet-Flores; Company policy requires NCG review and independence checks for any such transactions >$120k, mitigating conflict risk .
- Shareholder signals: Strong say-on-pay support (92%) and codified anti-hedging/anti-pledging and clawback practices are positive governance markers that typically bolster investor confidence in oversight quality .
RED FLAGS
- None disclosed for Ms. Macouzet-Flores (no related-party transactions, no pledging/hedging noted, independence affirmed) .