David Mastrocola
About David J. Mastrocola
David J. Mastrocola, age 63, is Cooper‑Standard’s Lead Independent Director (since 2011) and has served on the Board since 2010. He is a private investor and previously was a partner and managing director at Goldman, Sachs & Co., where over 22 years he led or co-led Corporate Finance, M&A/Strategic Advisory, and Industrials/Natural Resources groups and served on firm-wide capital and commitments committees. He holds an MBA from Harvard University and an undergraduate degree from Boston College .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Goldman, Sachs & Co. | Partner & Managing Director; held senior management posts across Corporate Finance, M&A/Strategic Advisory, Industrials/Natural Resources | 22 years | Member, firm-wide capital and commitments committees; led/co-led multiple divisions |
| Arthur Andersen & Co. | Senior Auditor | Not disclosed | Audit experience foundation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Save the Children Foundation | Board of Trustees | 12 years | Non-profit board service |
Board Governance
- Independence: Independent director; Lead Director elected by non-employee directors .
- Board leadership: Combined Chair/CEO with Lead Independent Director; Lead Director responsibilities include presiding over executive sessions, liaison role, approving agendas/schedules/materials, assisting CEO evaluation, and being available to major stockholders .
- Committees: Member, Compensation Committee; not currently on Audit or Nominating & Corporate Governance .
- Engagement and attendance:
- Board met 7 times in 2023; average attendance 93%; all directors ≥75% and all attended the 2023 Annual Meeting .
- Board met 8 times in 2024; average attendance 96%; all director nominees ≥75%; all directors attended the 2024 Annual Meeting; 8 executive sessions in 2024 .
- Executive sessions: Non-employee directors meet regularly in executive session led by the Lead Director (Mastrocola) .
Fixed Compensation
| Year | Annual Cash Retainer ($) | Lead Director Cash ($) | Committee Chair Cash ($) | Total Cash ($) |
|---|---|---|---|---|
| 2023 | 100,000 | 20,000 | — | 120,000 |
| 2024 | 100,000 | 20,000 | — | 120,000 |
Program structure and governance:
- Standard fees: $100,000 annual cash to non-employee directors; $10,000 for committee chairs; $20,000 for Lead Director, reduced by any chair fees .
- Equity component set at ~120% of base director fee; no changes recommended to director compensation program for 2023 and 2024 .
Performance Compensation
| Year | Award Type | Grant Date | Units/Amount | Grant-Date Fair Value ($) | Vesting | Deferral Election |
|---|---|---|---|---|---|---|
| 2023 | Time-vested RSUs | May 18, 2023 | 10,092 RSUs | 120,000 | Earlier of next annual meeting or 1-year anniversary | Deferred |
| 2024 | Time-vested RSUs | May 16, 2024 | 7,693 RSUs | 120,000 | Earlier of next annual meeting or 1-year anniversary | Deferred |
Performance metric framework (director awards):
| Metric | Target | Weight | Notes |
|---|---|---|---|
| None (time-based vesting only) | N/A | N/A | No performance conditions on director RSUs; vesting is service-based |
Deferred RSU balances at 12/31:
- Deferred RSUs: 44,732 (2023) ; 54,824 (2024) .
- Outstanding and unvested RSUs: 10,092 (2023) ; 7,693 (2024) .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None |
| Former public company boards (past 5 years) | None |
| Private/non-profit boards | Save the Children Foundation Trustee (12 years) |
| Interlocks/conflicts | No disclosed interlocks with CPS customers/suppliers/competitors; Related-party transaction review policy in place |
Expertise & Qualifications
- Senior executive leadership; Financial/Audit & Risk; Mergers & Acquisitions/Capital Markets; International business/markets .
- Lead director experience overseeing agendas, executive sessions, CEO evaluation .
- Education: MBA (Harvard), undergraduate (Boston College) .
Equity Ownership
| Date (Record) | Common Shares (#) | RSUs Credited/Deferred (#) | Unvested RSUs (#) | Total Beneficial Ownership (#) | % Outstanding |
|---|---|---|---|---|---|
| Mar 17, 2024 | 8,115 | 54,824 | 10,092 | 62,939 | <1% |
| Mar 16, 2025 | 16,115 | 62,517 | 7,693 | 78,632 | <1% |
Stock ownership alignment:
- Director stock ownership guideline: 5x annual cash fee; must retain 75% of net shares until guideline met; all incumbent directors meet or are retaining to meet requirements .
- Securities Trading Policy prohibits hedging and pledging of Company stock .
Governance Assessment
- Board effectiveness: As Lead Independent Director, Mastrocola anchors independent oversight via executive sessions, agenda/material approval, and direct investor engagement when requested—supporting robust checks on management while maintaining strategic continuity .
- Independence and conflicts: Classified independent; no related-party transactions disclosed; policy requires Nominating & Corporate Governance Committee review/approval of any related-party transactions >$120,000—mitigating conflict risk .
- Engagement: Strong Board cadence and high attendance (93% in 2023; 96% in 2024), with regular executive sessions led by Mastrocola, indicate active oversight and disciplined governance .
- Compensation alignment: Director pay mix balances fixed cash with time-vested RSUs (~120% of cash), and Mastrocola’s deferral of RSUs signals long-term alignment; program kept stable year-over-year by NCGC review .
- Compensation committee rigor: Mastrocola serves on the Compensation Committee, which uses an independent consultant (FW Cook) and integrates select ESG goals into executive compensation; strong say‑on‑pay support (≈95% in 2023; 92% in 2024) underscores investor confidence in pay governance .
- Red flags: None disclosed specific to Mastrocola (no hedging/pledging; no related-party transactions; no delinquent Section 16 filings noted for directors). Note: A single late Section 16 filing involved an officer (not Mastrocola) due to administrative error .