John Boss
About John G. Boss
John G. Boss, age 65, has served as an independent director of Cooper-Standard Holdings Inc. since 2020 and is Chair of the Compensation Committee . He retired in March 2020 after six years as President & CEO of Momentive Performance Materials (MPM), with a 30+ year career in specialty chemicals and materials, including executive roles at Honeywell International . Education: MBA in Marketing and Finance from Rutgers Graduate School of Management; BS in Mechanical Engineering from West Virginia University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Momentive Performance Materials Inc. (MPM) | President & CEO | ~2014–Mar 2020 | Led global silicones, quartz and specialty ceramics producer |
| MPM Holdings Inc. | Director | Oct 2014–Mar 2020 | Board oversight during CEO tenure |
| Momentive Performance Materials Inc. | President, Silicones & Quartz Division | Mar 2014–Dec 2014 | Operational leadership in core divisions |
| Honeywell International | Various executive leadership positions | Not disclosed | Specialty chemicals/materials executive experience |
External Roles
| Company | Role | Committee Assignments |
|---|---|---|
| Wabash National Corporation | Director | Compensation Committee (Chair); Finance Committee |
| Libbey, Inc. | Director | Audit Committee |
| Calumet Inc. | Director | Nominating & Governance Committee (Chair); Audit; Strategy & Growth Committees |
Board Governance
- Independence: The Board determined all directors (except CEO Jeffrey S. Edwards) are independent under NYSE standards; Boss is independent .
- Committee assignments: Compensation Committee (Chair); not a member of Audit or Nominating & Corporate Governance .
- Committee activity: Compensation Committee held 7 meetings in 2024; FW Cook engaged as independent consultant (no other services; conflicts vetted) .
- Board meetings and attendance: Board met 8 times in 2024; all director nominees attended at least 75% of Board and committee meetings; all then-serving directors attended the 2024 Annual Meeting .
- Executive sessions: Regular sessions of non-employee and independent directors, led by the Lead Director; committees also meet in executive session as appropriate .
- Board evaluation: Annual questionnaires and executive session assessments; follow-ups update policies/practices .
- Board leadership: Combined Chair/CEO with a Lead Director (David J. Mastrocola) to balance oversight and execution .
- Committee structure change: Innovation & Business Diversification Committee disbanded in Jan 2025 to embed innovation in product-line management .
Fixed Compensation
| Year | Cash Retainer ($) | Chair Fee ($) | Total Cash ($) |
|---|---|---|---|
| 2024 | 100,000 | 10,000 | 110,000 |
Director compensation framework: Non-employee directors receive an annual cash fee of $100,000; committee chairs receive an additional $10,000; Lead Director receives $20,000 (net of chair fees) .
Performance Compensation
| Grant Date | Instrument | Shares (#) | Grant-Date Fair Value ($) | Vesting | Deferral Election |
|---|---|---|---|---|---|
| May 16, 2024 | Time-vested RSUs | 7,693 | 120,000 | Earlier of first annual stockholder meeting after grant or one-year anniversary (service-based) | None (deferred RSUs column shows “—”) |
Program design signals:
- Equity value targeted at ~120% of annual base director fee in 2024; RSUs are time-vested (no performance metrics) .
- Company disclosed it does not currently grant stock options/SARs; no timing policy for such awards because they are not used .
Other Directorships & Interlocks
| Company | Industry Relationship to CPS | Note |
|---|---|---|
| Wabash National Corporation | Not disclosed | External board role; comp chair |
| Libbey, Inc. | Not disclosed | External board role; audit committee |
| Calumet Inc. | Not disclosed | External board role; N&GC chair; audit; strategy & growth |
No related-person transactions were disclosed for Mr. Boss in FY2024; the Related Party Transactions section reported a director (Van Oss) owning Company notes, with no mention of Boss .
Expertise & Qualifications
- Core Industry; Senior Executive Leadership; M&A/Capital Markets; International Business/Markets; Engineering/Technical; Manufacturing/Supply Chain; Innovation & Technology Strategy; ESG .
- Board skills matrix confirms Boss’s strengths in core industry, senior leadership, M&A/capital markets, international, engineering/technical, manufacturing/supply chain, innovation/tech strategy, ESG .
Equity Ownership
| As of | Shares Owned (#) | RSUs Counted in Beneficial Ownership (#) | RSUs Not Included (Payable within 60 days) (#) | Total Beneficially Owned (#) | % of Outstanding |
|---|---|---|---|---|---|
| Mar 16, 2025 | 71,645 | — | 7,693 | 71,645 | * Less than 1% |
- Shares outstanding as of Mar 16, 2025: 17,548,147 .
- Stock ownership policy for non-employee directors: 5x annual cash fee; must hold 75% of net shares from option exercises/vesting until guideline met; incumbents meet or are retaining to reach target .
- Securities Trading Policy prohibits hedging, short sales, margin accounts, and pledging CPS securities (alignment safeguard) .
Director & Shareholder Voting Signals
| Measure | 2024 | 2025 |
|---|---|---|
| Boss Director Election – Votes For | 9,719,574 | 7,990,705 |
| Boss Director Election – Votes Against | 93,956 | 453,018 |
| Boss Director Election – Abstentions | 6,774 | 1,691 |
| Say-on-Pay – Votes For | 8,824,151 | 5,181,280 |
| Say-on-Pay – Votes Against | 725,800 | 3,011,744 |
| Say-on-Pay – Abstentions | 270,353 | 252,390 |
| Broker Non-Votes (Director/SOP) | 3,751,448 / — | 4,571,461 / 4,571,461 |
Governance Assessment
-
Strengths
- Independent director and Compensation Committee Chair; committee met 7 times in 2024, with an independent consultant (FW Cook) and formal conflict assessment .
- Robust governance processes: independence determinations; executive sessions; annual Board/committee evaluations; clear Lead Director responsibilities .
- Alignment safeguards: stringent director ownership guidelines (5x cash retainer; 75% net shares hold); prohibitions on hedging/pledging/margin accounts .
- Clear, service-based RSU vesting; standardized non-employee director pay framework .
-
Watch items / potential red flags
- Increased “against” votes for Boss’s director election in 2025 versus 2024 (453,018 vs. 93,956), and lower overall say-on-pay support counts in 2025 relative to 2024; monitor investor sentiment and engagement .
- Multiple external board/committee chair roles (Wabash comp chair; Calumet N&GC chair) increase time demands; continued attendance at ≥75% suggests engagement, but capacity should be monitored .
- Director equity awards are time-vested RSUs without performance metrics; while common for directors, this reduces direct pay-for-performance linkage relative to performance-conditioned equity .
-
Conflicts/related-party exposure
- No related-person transactions disclosed for Boss in FY2024; the Company operates a formal related-party transactions policy (N&CG Committee oversight) and quarterly screening .
-
Overall
- Governance profile indicates independence, active committee leadership, and adherence to alignment policies. Shareholder vote trends warrant continued outreach and responsiveness by the Compensation Committee chaired by Boss .