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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