Jeffrey Edwards
About Jeffrey Edwards
Jeffrey S. Edwards is Chairman and Chief Executive Officer of Cooper-Standard Holdings Inc., serving as CEO and director since October 2012 and as Chairman & CEO since May 2013; he is 62 years old and not independent per NYSE standards . He holds a B.S. in Business Administration from Clarion University and completed executive training at INSEAD . Over 2024, Cooper Standard’s pay-versus-performance disclosure shows Adjusted EBITDA at $181 million and Company TSR value of $41 on a $100 initial investment (vs. peer group $82), with GAAP net income of $(79) million, highlighting margin gains despite weaker industry volumes . Management cited 52% operating income improvement and 8% Adjusted EBITDA improvement year-over-year, with 2024 AIP earned at 106.5% of target .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cooper Standard | Chief Executive Officer; Chairman & CEO | CEO since Oct 2012; Chairman & CEO since May 2013 | Led product-focused reorganization and margin improvement initiatives |
| Johnson Controls, Inc. | Corporate Vice President; Group Vice President & General Manager, Automotive Experience Asia | 1984–2012 | Led automotive Asia group; senior leadership across global operations |
External Roles
| Organization | Role | Years | Committees |
|---|---|---|---|
| Standex International Corp. | Director | Current | Compensation; Nominating and Corporate Governance |
Fixed Compensation
| Component (CEO 2024) | Amount | Notes |
|---|---|---|
| Base Salary | $1,040,000 | No increase in 2024; last raised Aug 8, 2023 |
| Target Annual Bonus ($) | $1,248,000 | Threshold $312,000; Max $2,496,000 |
| Actual Annual Bonus Paid | $1,329,120 | AIP earned at 106.5% of target |
| Stock Awards (RSUs + PSUs, grant-date fair value) | $6,032,596 | Includes RSUs and PSUs granted Feb 14, 2024 |
| All Other Compensation | $300,977 | 401(k) $24,150; SERP $259,283; car allowance $12,000; life insurance $5,544 |
2024 Equity Grants Detail (CEO)
| Award Type | Grant Date | Shares/Units | Fair Value | Key Terms |
|---|---|---|---|---|
| RSUs | 2/14/2024 | 88,837 | $1,653,257 | Time-vested RSUs (settlement per plan) |
| Performance RSUs (PSUs) – Target | 2/14/2024 | 123,146 | $2,624,509 | Measures: 2024 FCF (excluding one-time cash interest) and RTSR 2024–2026; earned post-FY2026 |
| Performance RSUs – Max | 2/14/2024 | 307,865 | Max value at grant: $6,561,272 | |
| PSU Award Modification | 6/28/2024 | N/A | $1,754,831 incremental fair value | Excludes non-budgeted Dec 2024 cash interest (1L/3L notes) from FCF metric |
Performance Compensation
Annual Incentive Program (AIP) – 2024
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Adjusted EBITDA | 95% of funded amount | Not disclosed | Not disclosed | AIP overall at 106.5% of target | Cash paid following year-end |
| Free Cash Flow (FCF) | Included in AIP determination | Not disclosed | Not disclosed | See above | Cash paid following year-end |
| Safety (Total Incident Rate) | 5% of funded amount | Not disclosed | Outperformance cited | See above | Cash paid following year-end |
Long-Term Incentives and Outcomes
| PSU Cohort | Performance Metric(s) | Period | Outcome |
|---|---|---|---|
| 2022 PSU | Relative TSR | 2022–2024 | 90.93% of target |
| 2023 PSU | ROIC | 2023–2024 | 147.3% of target (first above-target earnout in >10 years) |
| 2024 PSU | FCF (excl. one-time cash interest), RTSR | 2024–2026 | To be determined post-2026 |
Pay Versus Performance (Context)
| Year | CEO SCT Total $ | CEO Compensation Actually Paid $ | Company TSR ($100 base) | Peer Group TSR ($100 base) | Adjusted EBITDA ($mm) | GAAP Net Income ($mm) |
|---|---|---|---|---|---|---|
| 2024 | $8,702,693 | $3,530,059 | 41 | 82 | 181 | (79) |
| 2023 | $7,634,186 | $11,439,878 | 59 | 108 | 180 | (202) |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 659,319 shares (354,842 common; 300,467 options exercisable; 4,010 RSUs) |
| Ownership % of Shares Outstanding | 3.7% (out of 17,548,147 shares) |
| Stock Ownership Guidelines (Executives) | CEO 6x salary; CFO/BU Presidents 3x; other NEOs 2x; complied or retaining until met |
| Anti-Hedging / Anti-Pledging | Prohibited (no margin accounts, pledging, short sales, put/call transactions) |
Outstanding CEO Equity (12/31/2024)
| Instrument | Quantity | Exercise Price | Expiration |
|---|---|---|---|
| Stock Options | 38,900 | $56.27 | 2/19/2025 |
| Stock Options | 35,200 | $68.50 | 2/18/2026 |
| Stock Options | 26,573 | $107.48 | 2/13/2027 |
| Stock Options | 25,117 | $112.71 | 2/13/2028 |
| Stock Options | 45,293 | $74.15 | 2/14/2029 |
| Stock Options | 101,695 | $25.19 | 2/13/2030 |
| Stock Options | 66,589 | $37.28 | 2/16/2031 |
| RSUs (unvested shares) | 23,414 | N/A | N/A |
| PSUs (target unearned) | 70,240 | N/A | N/A |
Given stock price levels, all outstanding stock options held by NEOs were underwater as of Dec 31, 2024 .
Employment Terms
| Provision | CEO Terms |
|---|---|
| Severance Plan Coverage | Executive Severance Pay Plan (adopted 2011; amended/restated June 9, 2021) |
| No CoC Termination | No acceleration (assumes awards assumed) |
| Termination w/o Cause or Resignation for Good Reason (no CoC) | Cash severance: 2x base + target bonus; pro-rated annual bonus (actual performance); 18 months health coverage; outplacement up to $50,000 |
| Termination w/o Cause or Resignation for Good Reason (after CoC) | Lump sum: 2x base + target bonus; pro-rated annual bonus (greater of target or actual); 18 months health; outplacement up to $50,000; full equity acceleration |
| 280G Cut-Back | Best net treatment: full vs cut-back to avoid excise tax, whichever yields higher after-tax benefit |
Potential Payments (as of 12/31/2024)
| Scenario | Severance Payment $ | Health/Life $ | Outplacement $ | Equity Acceleration $ | Total $ |
|---|---|---|---|---|---|
| CoC w/o Termination | — | — | — | — | — |
| Termination w/o Cause or Good Reason after CoC | 4,576,000 | 18,819 | 50,000 | 8,383,818 | 13,028,637 |
| Termination w/o Cause or Good Reason (no CoC) | 4,576,000 | 18,819 | 50,000 | — | 4,644,819 |
| Death or Disability | — | — | — | 8,383,818 | 8,383,818 |
Non-compete, non-solicit, confidentiality, non-disparagement, and release requirements apply for severance; non-compete duration aligns to severance multiple .
Board Governance
- Board Leadership: Combined Chairman & CEO (Edwards) with Lead Independent Director (David J. Mastrocola); Edwards is not independent .
- Lead Director responsibilities include presiding over executive sessions, serving as liaison, approving agendas and schedules, assisting CEO evaluation, and investor consultations .
- 2024 Board Activity: 8 Board meetings; 22 committee meetings; 8 executive sessions; 96% average attendance; all directors attended at least 75% of meetings and the 2024 annual meeting .
- Committee Composition: Edwards is not listed on standing committees; Audit, Compensation, and Nominating & Corporate Governance committees are fully independent .
Director Compensation (for context)
| Fee Type | Amount |
|---|---|
| Annual Cash Fee | $100,000 |
| Committee Chair Fee | +$10,000 |
| Lead Director Premium | +$20,000 (net of chair fee) |
| Annual Director RSUs | 7,693 RSUs (grant-date value ~$120,000, granted May 16, 2024, vest by next annual meeting or one-year anniversary) |
Compensation Policies, Incentives, and Peer Benchmarking
- Clawback Policy: Mandatory recoupment of incentive comp upon accounting restatements under Dodd-Frank/Rule 10D-1/NYSE 303A.14; Committee may claw back additional amounts for misconduct .
- Securities Policy: Prohibits hedging, pledging, short sales, margin accounts, and options transactions .
- Executive Stock Ownership Guidelines: CEO 6x salary; CFO/BU Presidents 3x; others 2x; hold 50% of net shares until met; time-vested RSUs counted after-tax; PSUs/options do not count .
- Say-on-Pay: 92% approval in May 2024; no material changes in direct response .
- Compensation Peer Group: 18 automotive/manufacturing suppliers; used for 2024 planning; target approximately 50th percentile of market practice .
Related Party Transactions and Red Flags
- Related Party Transactions: Policy requires Nominating & Corporate Governance Committee approval for transactions >$120,000; FY2024 disclosed director note holdings (Van Oss), no Edwards-related transactions disclosed .
- Options Repricing: No repricing disclosed; options were underwater at year-end 2024 .
- Tax Gross-ups: Vehicle allowance taxable; no gross-up payments .
- Section 16 Compliance: Company reports timely filings in 2024 with one administrative late filing unrelated to Edwards .
Expertise & Qualifications
- Credentials: Senior executive leadership, manufacturing/supply chain, M&A/capital markets, international business, innovation & technology strategy, ESG oversight .
- Recognition and Operational Execution: 2024 achievements include 52% operating income increase, 8% Adjusted EBITDA increase, positive FCF, and multiple industry awards .
Equity Performance and Fundamentals (context)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenues ($USD) | See values below* | See values below* |
| EBITDA ($USD) | See values below* | See values below* |
*Values retrieved from S&P Global.
Investment Implications
- Alignment and Ownership: Edwards’ 3.7% beneficial stake and strict anti-hedging/pledging and high ownership guidelines support alignment; options being underwater dampen near-term exercise/selling pressure .
- Incentive Design: AIP heavily emphasizes Adjusted EBITDA (95%) with safety overlay; PSUs tied to RTSR and FCF demonstrate pay-for-performance, though the mid-2024 FCF metric modification to exclude one-time cash interest increases payout probability for 2024 grants—monitor future modifications for governance risk .
- Event Risk: Change-of-control terms provide 2x cash severance and full equity acceleration, creating significant CoC optionality ($13.0 million modeled at 12/31/24) and potential share supply from accelerated vesting in a transaction scenario .
- Execution Track Record: Despite negative GAAP net income in 2023–2024, adjusted metrics and operational improvements led to above-target AIP and strong PSU earnouts (147.3% ROIC cohort), supporting confidence in operational levers; however, Company TSR lagged peers in 2024, warranting continued focus on sustainable profitability and cash generation .
Overall signals: strong operational pay-for-performance alignment and high ownership standards; watch for any future award modifications, CoC-driven equity accelerations, and the pace of translating adjusted performance into absolute TSR improvement .