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    Jeffrey S. Edwards

    Chairman and Chief Executive Officer at Cooper-Standard Holdings
    Board
    Since May 2013
    Age
    62 years
    Education
    Earned a Bachelor of Science degree in Business Administration from Clarion University in Pennsylvania and completed an executive training program at INSEAD.
    Tenure
    Joined CPS in October 2012 as CEO and Board member and was promoted to Chairman and Chief Executive Officer in May 2013.

    Also at Cooper-Standard Holdings

    SBQ
    Shannon B. Quinn
    President, Industrial & Specialty Group (ISG)
    ASN
    Alison S. Nudd
    Vice President and Chief Accounting Officer
    CEC
    Christopher E. Couch
    President, Fluid Handling Systems and Chief Technology Officer

    About

    Jeffrey S. Edwards is a seasoned executive with extensive experience in the automotive industry, having built a career spanning over 39 years.

    He joined CPS in October 2012 as CEO and a member of the Board of Directors, and in May 2013 he was promoted to his current role as Chairman and Chief Executive Officer, where he has led initiatives in innovation, operational efficiency, and value creation.

    Educated with a Bachelor of Science degree in Business Administration from Clarion University in Pennsylvania and supplemented with executive training at INSEAD, he has developed a solid foundation for his leadership roles, which also include significant responsibilities at prior companies.

    $CPS Performance Under Jeffrey S. Edwards

    Past Roles

    OrganizationRoleDate RangeDetails
    Cooper Standard Chief Executive Officer & Board Member October 2012 - May 2013 Held prior to his promotion to Chairman and Chief Executive Officer
    Johnson Controls, Inc. Corporate Vice President; Group Vice President & General Manager 1984 - 2012 Held various increasing responsibility roles including leading the Automotive Experience Asia Group

    External Roles

    OrganizationRoleDate RangeDetails
    Standex International Corp. Board of Directors Current Member of Compensation and Nominating and Corporate Governance Committees

    Fixed Compensation

    Data from  FY 2024
    Component NameAmountPayment ScheduleAdditional Details
    Salary$1,040,000 AnnualAnnual base salary for 2024
    All Other Compensation$300,977 AnnualIncludes CSA Contributions ($24,150), Nonqualified Supplemental Executive Retirement Plan Contributions ($259,283), Car Allowance ($12,000), Life Insurance Premiums ($5,544)

    Performance Compensation

    Data from  FY 2024

    Performance RSUs

    MetricValueAdditional Details
    Evaluation Period (FCF)Jan 1, 2024 - Dec 31, 2024FCF performance metric
    Evaluation Period (RTSR)Jan 1, 2024 - Dec 31, 2026RTSR performance metric
    Threshold (Shares)123,146Minimum performance threshold
    Maximum (Shares)307,865Maximum achievable shares
    Grant Date Fair Value$2,624,509Based on probable performance outcome
    Maximum Value at Achievement$6,561,272If highest level of performance is achieved
    Vesting ScheduleCliff vesting on Dec 31, 2026Subject to performance and continued employment
    Grant DateFeb 14, 2024
    Grant Date Stock Price$17.11 (20-day avg), $18.61 (close)Used for unit conversion and accounting

    Performance RSUs Modification

    MetricValueAdditional Details
    Modification Impact+$1,754,831Increase to fair value due to exclusion of a one-time cash interest payment
    FCF Threshold$1 millionMinimum FCF required
    FCF Target$29.9 millionTarget FCF performance
    FCF Maximum$30 millionMaximum FCF level
    Payout Range0% to 200% of targetBased on performance achievement
    Vesting ScheduleCliff vesting on Dec 31, 2026Subject to FCF and RTSR performance
    Evaluation Period (FCF)Jan 1, 2024 - Dec 31, 2024
    Evaluation Period (RTSR)Jan 1, 2024 - Dec 31, 2026
    Grant DateFeb 14, 2024
    Grant Date Stock Price$17.11 and $18.6120-day average and closing price used

    Non-Equity Incentive Plan Compensation

    MetricValueAdditional Details
    Performance MetricsAdjusted EBITDA (95%), Safety Metric / TIR (5%), FCF conditionAdjusted EBITDA must reach at least 90% of target for minimum payout; FCF achievement required
    Threshold (Adjusted EBITDA)90% of targetMinimum performance triggers 25% payout
    Maximum Payout200% of targetMaximum achievable payout
    Target Award120% of base salaryBased on executive's base salary for 2024
    ConditionsFCF must be achieved; discretionary adjustments may applyOverall individual performance may affect final award