Christopher Couch
About Christopher Couch
Christopher E. Couch (age 55) is President, Fluid Handling Systems and Chief Technology Officer at Cooper-Standard Holdings (CPS), serving in this role since January 2024 after a series of internal promotions since 2016 . In 2024, CPS achieved Adjusted EBITDA of $180.7 million (slightly above target) and positive free cash flow, driving AIP payouts at 106.5% of target; in 2023, Adjusted EBITDA was $180.4 million and FCF $36.5 million, with ESG safety/energy metrics above “superior,” producing a 132% AIP payout . His 2024 AIP target was raised to 75% of salary alongside expanded P&L responsibility, indicating elevated retention importance and alignment with performance outcomes .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Cooper-Standard Holdings | President, Fluid Handling Systems and Chief Technology Officer | Jan 2024–present | Leads Fluid segment and enterprise technology; elevated AIP target reflects criticality of role |
| Cooper-Standard Holdings | SVP, Chief Technology Officer | Jul 2021–Dec 2023 | Drove technology roadmap during recovery; NEO with formulaic AIP tied to EBITDA/FCF and ESG |
| Cooper-Standard Holdings | SVP, Chief Technology & Procurement Officer | Jan 2020–Dec 2020 | Combined tech and procurement leadership; option/RSU grants under 2017/2021 plans |
| Cooper-Standard Holdings | SVP, Chief Innovation Officer | Jan 2019–Jan 2020 | Innovation portfolio leadership; executive NEO with performance-based LTI |
| Cooper-Standard Holdings | VP, Product Line Strategy & Innovation | 2016–2018 | Early CPS leadership role; pipeline development for growth |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Lear Corporation | Chief Technical Officer and Global Manufacturing Vice President | circa 2013–2016 (prior to joining CPS) | Senior technical/manufacturing leadership at global Tier-1 supplier; relevant to CPS innovation and ops scale-up |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Year-end base salary ($) | N/A | $500,000 | $520,000 |
| AIP target bonus (% of salary) | N/A | 70% | 75% (raised effective Jan 1, 2024) |
| Salary actually earned ($) | $475,385 | $487,692 | $516,154 |
Performance Compensation
Annual Incentive Plan (AIP) – 2023 outcome
| Metric | Weighting | Target | Actual | Payout as % of target | Weighted payout |
|---|---|---|---|---|---|
| Adjusted EBITDA | 63.75% | Not disclosed | $180.4m | 100.2% | 64% |
| Free Cash Flow | 21.25% | $5.0m | $36.5m | 200%+ | 43% |
| Safety (TIR) | 5% | 0.57 | 0.32 | 200% | 10% |
| Energy consumption improvement | 5% | 2.0% | 3.0% | 200% | 10% |
| Overall talent | 5% | Achieve | Achieved | 100% | 5% |
| Total payout | 100% | — | — | — | 132% |
AIP bonus paid to Couch for 2023: $462,000 .
Annual Incentive Plan (AIP) – 2024 outcome
| Metric | Weighting | Qualifier | Actual | Payout as % of target | Weighted payout |
|---|---|---|---|---|---|
| Adjusted EBITDA | 95% | FCF must be positive | $180.7m | 101.6% | 96.5% |
| Safety (TIR) | 5% | FCF must be positive | 0.30 | 200% | 10.0% |
| FCF (qualifier) | — | Must be ≥ threshold | $25.9m | Achieved | — |
| Total payout | 100% | — | — | — | 106.5% |
AIP bonus paid to Couch for 2024: $415,350 .
Long-Term Incentives (structure, metrics, vesting)
- 2024 grants: ~60% Performance RSUs, ~40% time-vested RSUs; PRSUs earned on 2024 FCF with RTSR modifier over 2024–2026; achieved PRSUs vest/settle in 2027; time-vested RSUs vest ratably one-third annually from March 1, 2024 .
- June 28, 2024 modification: Committee excluded a non-budgeted $25M one-time cash interest payment from FCF for the 2024 PRSUs, creating incremental ASC 718 fair value of $369,446 for Couch (accounting-only impact) .
- 2023 PRSUs: RTSR cash-settled awards for performance 2023–2025; settle in 2026 .
Option awards and vesting schedule (selected)
- Couch outstanding option tranches include: 2,700 @ $81.45 expiring 7/11/2026; 1,897 @ $107.48 expiring 2/13/2027; 1,581 @ $112.71 expiring 2/13/2028; 3,576 @ $74.15 expiring 2/14/2029; 8,475 @ $25.19 expiring 2/13/2030; 6,134 @ $37.28 expiring 2/16/2031; 4,281 @ $24.59 expiring 7/28/2031 (various plans) .
- Options generally vest ratably one-third annually and have a 10-year term per plan disclosures .
Realized vesting/exercises – 2024
| Metric | 2024 |
|---|---|
| Shares acquired on vesting (stock awards) | 11,314 |
| Value realized on vesting ($) | $159,052 |
| Option exercises | None |
Multi‑Year Compensation Summary (reported SCT values)
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $475,385 | $487,692 | $516,154 |
| Stock awards (grant-date fair value) | $343,308 | $606,519 | $1,270,048 (includes 2024 PRSU modification) |
| Non‑equity incentive plan (AIP) | $250,992 | $462,000 | $415,350 |
| All other compensation | $64,487 | $94,134 | $122,158 |
| Total | $1,134,172 | $1,650,345 | $2,323,710 |
Notes: 2024 AIP design weighted 95% Adjusted EBITDA and 5% Safety with FCF as a payout qualifier .
Equity Ownership & Alignment
| Ownership metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Common shares owned | 4,847 | 11,152 | 31,127 |
| Exercisable options | 23,745 | 27,217 | 28,644 |
| RSUs counted toward beneficial ownership | — | — | — |
| Total beneficial ownership (shares) | 28,592 | 38,369 | 59,771 |
| % of shares outstanding | <1% | <1% | <1% |
- Stock plan overhang snapshot (as of Mar 2, 2025): Couch held 28,644 options, 37,964 RSUs, and 57,547 target Performance RSUs; CP’s basic shares outstanding 17,548,147 on Mar 21, 2025 .
- Ownership guidelines: Executive stock ownership policy requires 2x base salary for “all other NEOs” (50% net‑share retention until met); anti‑hedging and anti‑pledging policy prohibits pledging or holding in margin accounts. Company discloses all NEOs are in compliance or retaining shares to reach guideline .
Employment Terms
- Severance multiples: Under the Executive Severance Pay Plan (amended Jun 9, 2021), termination without cause pre‑change‑in‑control (CoC) for Couch pays 1.5x (base salary + target bonus) in installments plus prorated AIP based on actual performance and 18 months health coverage; post‑CoC terminations pay 2x (base + target) in lump sum, plus pro‑rata bonus and full benefits continuation; outplacement up to the lesser of 15% of salary or $50,000 .
- Equity acceleration: Double‑trigger acceleration for unvested time‑vested RSUs/options and target‑level PRSUs upon qualifying termination within 2 years post‑CoC; if awards are not assumed by a successor in a CoC, RSUs/options vest on CoC .
- Clawback & trading policy: Board‑authorized clawback for incentive comp after material restatement; Securities Trading Policy filed with 2024 10‑K; anti‑hedging/anti‑pledging in effect .
Estimated Payments to Couch (Selected Dates)
| Scenario component ($) | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|
| Termination w/o cause after CoC – Cash severance | $1,836,750 | $1,717,008 | $1,700,000 | $1,820,000 |
| Health/Life continuation | $23,937 | $25,010 | $26,740 | $27,289 |
| Outplacement | $50,000 | $50,000 | $50,000 | $50,000 |
| Equity acceleration value | $401,766 | $258,618 | $1,017,402 | $1,308,350 |
| Total – after CoC | $2,312,453 | $1,749,192 | $2,794,142 | $3,205,639 |
| Termination w/o cause, no CoC – Cash severance | $1,150,875 | $1,224,000 | $1,275,000 | $1,365,000 |
| Health/Life continuation | $23,937 | $25,010 | $26,740 | $27,289 |
| Outplacement | $50,000 | $50,000 | $50,000 | $50,000 |
| Total – no CoC | $1,224,812 | $1,299,010 | $1,351,740 | $1,442,289 |
Other Compensation Elements and Benefits
- Nonqualified deferred/SERP: Company contributions credited to Couch in 2024 were $79,816; 2024 SERP aggregate year‑end balance $383,248; 2024 aggregate earnings $33,015 .
- All other compensation (2024): includes plan/company contributions and perquisites (e.g., CSA Savings Plan, SERP, car allowance, insurance) as detailed in footnotes and the SERP table .
Risk Indicators & Red Flags
- 2024 PRSU modification: Committee’s mid‑year exclusion of a non‑budgeted $25M cash interest payment from the FCF metric increased reported grant‑date fair values for NEO PRSUs (Couch incremental ASC 718 value $369,446); while rationale was to neutralize an unplanned financing decision, such modifications warrant monitoring for pay‑metric integrity .
- Pledging/hedging risk: Company expressly prohibits pledging and hedging; mitigates misalignment risk .
- Say‑on‑pay/peer group: Not specifically disclosed herein; compensation program uses FW Cook advice and targets around market median with high at‑risk mix, including performance‑based LTI and clawback .
Expertise & Qualifications
- Core credentials: Deep automotive technology, manufacturing, and product strategy experience from Lear and CPS leadership roles since 2016 .
- Current scope: Segment P&L leadership (Fluid Handling Systems) plus enterprise CTO responsibilities since 2024 .
Investment Implications
- Pay-for-performance alignment: Couch’s cash bonus outcomes have been tightly linked to EBITDA, FCF, and safety metrics, with 2023 payout at 132% and 2024 at 106.5% on formulaic results; his 2024 AIP target was raised to 75% reflecting expanded responsibilities, reinforcing retention and alignment .
- Equity exposure and selling pressure: Beneficial ownership rose from 38,369 (2024) to 59,771 shares (2025) with 28,644 exercisable options; scheduled RSU vesting (three-year ratable from Mar 2024) and multi‑year PRSU settlements (2026/2027) suggest periodic vest‑driven liquidity events but pledging/hedging is prohibited, reducing governance risk .
- Retention and CoC economics: Pre‑CoC severance equals 1.5x salary+target; double‑trigger CoC provides 2x plus equity acceleration; 2025 estimated after‑CoC total $3.21m for Couch, adequate to stabilize leadership through strategic cycles yet modest vs CEO levels, indicating balanced retention incentives .
- Red flag to monitor: 2024 PRSU FCF metric modification and associated incremental fair value could invite scrutiny on metric rigor; continued transparency and limited modifications will be important for investor confidence .