Jonathan Banas
About Jonathan Banas
Jonathan P. Banas (age 54) is Executive Vice President and Chief Financial Officer of Cooper-Standard Holdings Inc. (NYSE: CPS). He has served as CFO since June 2017, after joining the Company in September 2015 as Vice President, Corporate Controller and Chief Accounting Officer, giving him ~8 years of tenure as CFO as of 2025 . Company operating performance under the current leadership team improved in 2024 with operating income up 52% YoY and Adjusted EBITDA up 8% YoY; free cash flow was positive $25.9 million in 2024 (vs. $36.5 million in 2023). In 2023, sales increased 11.5% YoY and the stock delivered >115% TSR for the year; 2024 TSR (five-year “$100” measure) ended at 41 vs. 59 in 2023, company Adjusted EBITDA was $181 million in 2024 and GAAP net loss was $79 million .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cooper Standard | EVP & CFO | Jun 2017 – Present | Oversees finance for global auto supplier; participated in refinancing and performance turnaround initiatives linked to EBITDA and FCF targets in incentive programs . |
| Cooper Standard | VP, Corporate Controller & Chief Accounting Officer | Sep 2015 – Jun 2017 | Led accounting and reporting prior to promotion to CFO . |
External Roles
- None disclosed in Company proxy statements for Banas .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 510,385 | 523,077 | 547,308 (raised to $550,000 effective Mar 4, 2024) |
| Target Bonus (% of Salary) | n/d | 75% | 75% |
| Annual Incentive Paid ($) | 288,529 | 530,640 (132% payout) | 439,313 (106.5% payout) |
Performance Compensation
Annual Incentive Plan (AIP) – 2024 design and outcome
| Metric | Weighting | Threshold | Target | Max | Actual | Payout as % of Target | Notes/Vesting |
|---|---|---|---|---|---|---|---|
| Qualifier: Free Cash Flow (FCF) | Qualifier | — | Positive FCF required | — | $25.9m | Achieved | FCF must be positive for any payout . |
| Adjusted EBITDA | 95% | $162m (90% of target) | $180m | $225m | $180.7m | 101.6% | Weighted contribution 96.5% . |
| Safety (Total Incident Rate) | 5% | 0.56 | 0.47 | 0.33 | 0.30 | 200% | Weighted contribution 10.0% . |
| Total AIP Payout | 100% | — | — | — | — | 106.5% | Paid per person (Banas: $439,313) . |
Key differences vs. 2023: AIP shifted to 95% EBITDA + 5% Safety (with FCF as a plan qualifier) from 75% EBITDA + 25% FCF + 15% ESG in 2023; 2023 payout was 132% of target .
Long-Term Incentives (LTI)
| Award | Grant Date | #/Units | Vesting | Grant-Date Fair Value ($) | Performance Framework |
|---|---|---|---|---|---|
| Time-vested RSUs (2024) | Feb 14, 2024 | 22,794 | Ratable over 3 years from Mar 1, 2024 | 424,196 | Time-based retention; stock-settled . |
| Performance RSUs (2024) | Feb 14, 2024 | 31,597 target (0–200% earnout) | Earn/vest after 3-yr period ending Dec 31, 2026 (settlement in 2027) | 673,401 | 2024 FCF (0/100/200%) + 2024–2026 RTSR modifier at 75%/100%/125% for 25th/50th/75th percentile; FCF target 100% payout if $1.0–$29.9m; 200% at ≥$30m; no payout below target . |
| Performance RSUs (modification) | Jun 28, 2024 | n/a | n/a | 450,257 | Committee excluded a one-time $25m cash interest decision from FCF for 2024 PSUs (not part of ongoing TDC) . |
| Time-vested RSUs (2023) | Feb 15, 2023 | 22,526 | Ratable over 3 years from Mar 1, 2023 | 412,676 | Time-based retention; stock-settled . |
| Financial PSUs (2023) | Feb 15, 2023 | 22,526 target | Two 1-yr ROIC periods (2023, 2024); vest Dec 31, 2024/2025; cash-settled | 412,676 | 2023 ROIC paid at 200%; 2024 ROIC achieved 94.5% for second half; total 147.3% of target for 2023 grant . |
| TSR PSUs (2023) | Feb 15, 2023 | 11,045 target | 3-yr RTSR (2023–2025); cash-settled | 206,331 | 25th/50th/75th percentile → 50%/100%/200% payout . |
- Mix: 2024 LTIP ~60% PSUs / 40% RSUs, similar to 2022–2023 .
- All outstanding stock options held by NEOs (including Banas) were underwater as of Dec 31, 2024 .
Equity Ownership & Alignment
Beneficial Ownership and Outstanding Awards (as of Mar 16, 2025 unless noted)
| Category | Quantity/Status |
|---|---|
| Common shares owned (direct/indirect) | 52,927 |
| Common shares underlying exercisable options (vested) | 53,031 |
| Total beneficial ownership | 105,958 (<1% of shares outstanding) |
| Unvested time-vested RSUs (12/31/24) | 5,084 (2022 grant) + 15,018 (2023 grant) + 22,794 (2024 grant) = 42,896 |
| Outstanding PSUs (target, 12/31/24) | 7,299 (2022 TSR) + 33,170 (2023 Financial, cash-settled) + 11,045 (2023 TSR, cash-settled) + 31,597 (2024 Performance, stock/cash) |
- Stock ownership guidelines: CFO required to hold 3x base salary; all NEOs are in compliance or holding until compliant .
- Hedging/pledging: Policy prohibits hedging, short sales, margin accounts, and pledging Company securities; no pledges disclosed for Banas .
- Deferred compensation: Company SERP contribution for Banas in 2024 was $90,295; aggregate SERP balance $510,001 at FYE 2024 .
Upcoming vesting windows (insider selling pressure)
- RSUs from 2024 grant vest ratably on each of the first three anniversaries of Mar 1, 2024 (i.e., 2025, 2026, 2027); 2023 grant vests on each of the first three anniversaries of Mar 1, 2023 (i.e., 2024, 2025, 2026) .
- 2024 PSUs will be determined by 2024 FCF and RTSR over 2024–2026, with settlement in 2027, potentially adding to 2027 supply if earned .
Employment Terms
Severance and Change-in-Control (CIC)
| Scenario (Banas) | Cash Severance | Health/Life | Outplacement | Equity Acceleration | 280G |
|---|---|---|---|---|---|
| Termination without cause / Good Reason, after CIC | $1,980,688 | $27,594 | $50,000 | $1,933,679 | Best-net cutback or full, whichever yields higher after-tax benefit . |
| Termination without cause / Good Reason, no CIC | $1,485,000 | $27,594 | $50,000 | — | n/a . |
Key terms:
- Multiples: Without CIC, 1.5x (base + target bonus); With CIC+qualifying termination (double-trigger), 2.0x (base + target bonus), plus pro-rata bonus .
- Benefits: 18 months of health coverage; outplacement up to $50,000 .
- Equity: Upon CIC without termination, awards vest if not assumed by acquirer; with termination within two years post-CIC, 100% of unvested time-based awards vest and target-level PSUs vest .
- Restrictive covenants: Non-compete and non-solicit apply for the severance period; confidentiality and non-disparagement; release required .
- Clawback: Dodd-Frank/NYSE 10D-1 compliant policy; company can recoup incentive comp after accounting restatement; additional discretionary recoupment for misconduct .
Perquisites and Retirement
- Vehicle allowance ($12,000 in 2024), 401(k) match, SERP contributions ($90,295 in 2024), and life insurance premiums ($3,612 in 2024) .
Compensation Structure Analysis
- Pay-for-performance alignment: 2024 AIP paid at 106.5% on EBITDA and safety, with an FCF qualifier; 2023 paid at 132% with EBITDA, FCF and ESG metrics, consistent with improved performance and positive FCF .
- Increased weighting to operating fundamentals: 2024 AIP weighted 95% to Adjusted EBITDA (vs. 75% in 2023), reflecting focus on margin expansion and cash generation .
- PSU practice evolution: 2024 PSUs based on 1-year FCF (all-or-nothing at target) plus 3-year RTSR modifier; in June 2024, the Compensation Committee excluded a non-budgeted, one-time cash interest payment from the FCF calculation (accounting modification), which increases earnout odds and is a governance watchpoint though disclosed as not ongoing TDC .
- Underwater options reduce exercise/sale pressure and align realizable pay with stock recovery; LTI mix remains 60% performance-based .
Compensation Peer Group and Governance
- Targeting market median: Committee generally targets ~50th percentile for NEOs using FW Cook and peer analyses .
- Peer group: 18-company auto/industrial peer set used for 2024 and updated in June 2024 for 2025 planning (Linamar, Terex removed; Manitowoc, PHINIA added) .
- Say-on-pay support: 92% approval in 2024; ~95% in 2023 .
- Anti-hedging/pledging policy and ownership guidelines in place; board and committee independence affirmed .
Performance & Track Record
- 2024: Operating income +52% YoY; Adjusted EBITDA +8% YoY to $181m; positive FCF $25.9m; safety TIR 0.30 (above “superior” level) .
- 2023: Sales +11.5% YoY; adjusted EBITDA improved; FCF +$36.5m; TSR >115% (stock rose from $9.06 to $19.54) .
- Pay vs. performance: Five-year table shows Company TSR lagging peers in 2024 (41 vs. peer 82 on $100 index), consistent with cyclical recovery dynamics; CAP disclosures tie executive pay to Adjusted EBITDA, FCF, and RTSR .
Investment Implications
- Incentive design prioritizes EBITDA and cash generation with explicit FCF gate/targets, signaling continued emphasis on balance-sheet discipline and margin recovery; above-target AIP outcomes in 2023–2024 align with reported improvements .
- The 2024 PSU modification to exclude a specific cash interest payment improved the probability of PSU payout; while transparent, such discretion should be monitored as a potential governance risk in future cycles .
- Underwater options reduce near-term exercise-driven selling pressure; however, multi-year RSU vesting (March tranches) and potential 2027 PSU settlement could create periodic supply, particularly if performance metrics are met .
- Severance/CIC terms (double-trigger, 2.0x base+bonus) are standard and unlikely to impede strategic actions; high say-on-pay support (92–95%) indicates low immediate risk of shareholder agitation on pay structure .