Alison Nudd
About Alison Nudd
Alison S. Nudd is Vice President, Chief Accounting Officer at Cooper-Standard Holdings Inc. (CPS) since March 1, 2024; age 54 as of the 2025 proxy, reporting to the CFO and leading accounting, SEC reporting, financial systems, and global business services . She holds a BBA in Accounting from Georgia State University, is a CPA, and a member of the AICPA . Company performance during her tenure improved in 2024: operating profit rose 52% YoY, Adjusted EBITDA grew 8%, and Free Cash Flow was $25.9M (would have been $50.9M excluding a proactive cash interest decision) . Over 2020–2024, CPS’s Pay-Versus-Performance table shows Company TSR value of a $100 initial investment declining to 41 in 2024, with GAAP net income negative but improving from prior years and Adjusted EBITDA at $181M in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cooper Standard | Vice President, Global Internal Audit & Compliance | Aug 2022–Mar 2024 | Led SOX program and enterprise risk management; strengthened controls and compliance . |
| Cooper Standard | Senior Director, Financial Reporting | Aug 2020–Aug 2022 | Led corporate accounting, consolidations, external reporting, and technical accounting . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Owens Corning | Global FP&A Director, Insulation | 2014–2020 | Directed FP&A for ~$3B business, enhancing planning rigor . |
| Mohawk Industries | Director of External Reporting | 2011–2014 | Led SEC/external reporting for ~$10B global manufacturer . |
| Flowers Foods | Roles up to Director of Financial Reporting | 1999–2011 | Advanced financial reporting for ~$4B food producer . |
| GE Capital | Treasury and Accounting Manager | Early career | Built foundational treasury and accounting expertise . |
Fixed Compensation
| Component | Value | Effective Date | Notes |
|---|---|---|---|
| Base Salary ($) | 312,000 | Mar 1, 2024 | Increased from $265,000 upon CAO appointment . |
| Target Bonus (% of Base) | 40% | 2024 plan year | Increased from 35% . |
| Long-Term Incentive Target ($) | 140,000 | 2024–2026 | Increased from $120,000 . |
Performance Compensation
| Metric | Weighting | Target Definition | Actual/Payout | Vesting/Settlement |
|---|---|---|---|---|
| Adjusted EBITDA (Company) | 95% of AIP funding | Annual target set by Compensation Committee | AIP earned at 106.5% of target for 2024 participants . | Annual cash payout; funded subject to FCF qualifier . |
| Safety (Total Incident Rate) | 5% of AIP funding | Threshold/Target/Maximum set annually | Contributed to 2024 AIP payout; factor embedded in 106.5% . | Annual cash payout . |
| Free Cash Flow (Qualifier for AIP) | Qualifier (no payout if not met) | Must be achieved for any AIP payout | Achieved for 2024 (Company generated positive FCF) . | N/A (qualifier) . |
| PSUs – FCF (2024) | 100% earnout requires FCF ≥ $1.0M; 200% at ≥ $30.0M | One-year FCF performance | No payout below target; no interpolation; 2024 modification excluded $25M cash interest to align with debt service objective . | Combined with RTSR modifier; settled in 2027 . |
| PSUs – Relative TSR (2024–2026 modifier) | 0.75x at 25th pct; 1.0x at median; 1.25x at 75th pct | Relative to comparator group | Acts as a performance modifier to FCF-based PSUs . | Settlement in 2027 . |
| RSUs – Time-vested | N/A | Standard time-based awards | Vests ratably over three years . | Shares/cash at vest; standard withholding . |
Note: Company policy currently does not grant new stock options or SARs; if introduced in future, timing policies may be established .
Equity Ownership & Alignment
| Policy/Item | Detail |
|---|---|
| Officer Stock Ownership Guidelines | Officers must achieve and maintain ownership multiples; officers required to hold 50% of net shares from vesting/exercises until guideline met; time-vested RSUs counted after-tax; unearned PSUs and option intrinsic value do not count . |
| Role-Based Multiples (reference) | CEO 6x; CFO & Business Unit Presidents 3x; All other NEOs 2x; officers subject to guidelines reviewed in June 2024 with no changes . |
| Anti-Pledging/Anti-Hedging | Prohibits hedging, holding in margin accounts, pledging as loan collateral, and short sales . |
| Clawback | Mandatory recoupment of incentive-based compensation upon accounting restatement; Committee may claw back for misconduct; applies to current/former “officers” under Rule 16a-1 . |
| Individual Beneficial Ownership | Not individually disclosed for Ms. Nudd in the proxy; directors and NEOs are itemized; all directors and executive officers as a group held 1,603,248 shares (8.8%) as of Mar 16, 2025 . |
Employment Terms
| Term | Detail |
|---|---|
| Appointment | Promoted to Vice President, Chief Accounting Officer, effective Mar 1, 2024 . |
| Reporting Line | Reports to Executive Vice President & CFO . |
| Employment Agreement | No specific employment contract terms disclosed in filings reviewed . |
| Severance (Executive Severance Pay Plan) | Severance multiples disclosed for “Covered NEOs”: 2x base + target bonus for CEO; 1.5x for other NEOs; CoC scenario provides 2x base + prior year target bonus; includes pro-rata bonus, 18 months health coverage, outplacement; non-compete and non-solicit during severance multiple; Good Reason/Cause definitions provided . Coverage for non-NEO officers (e.g., CAO) not specified in reviewed disclosures. |
| Perquisites | Vehicle allowance; no tax gross-ups on perquisites . |
| Recognition | Named Top 50 Women Chief Accounting Officers of 2024 by Women We Admire . |
Investment Implications
- Pay-for-performance alignment is reinforced by a 2024 AIP funded at 106.5% on operational metrics and an LTI design emphasizing FCF and multi-year RTSR, with settlement deferred to 2027; this structure encourages sustained cash generation and shareholder-relative performance, reducing near-term insider selling pressure from time-vesting RSUs spread over three years .
- Governance controls mitigate risk: strict anti-hedging/anti-pledging, officer ownership guidelines, and a robust clawback covering officers reduce misalignment and protect shareholders in the event of restatements .
- Compensation step-ups upon promotion (base to $312K; AIP target to 40%; LTI target to $140K) are modest relative to peers and linked to expanded scope; absence of disclosed special bonuses or tax gross-ups is shareholder-friendly .
- Company execution in 2024 (52% operating profit improvement; 8% Adjusted EBITDA growth; positive FCF) supports confidence in finance leadership continuity; however, TSR remained weak relative to peers in 2024, implying continued equity incentive emphasis on RTSR is appropriate for alignment .