Larry Ott

About Larry Ott

Larry E. Ott is Senior Vice President and Chief Human Resources Officer (CHRO) at Cooper-Standard Holdings Inc. (CPS), a role he has held since January 2014; he is 65 years old as of the 2025 proxy and part of the executive officer group identified by the company . In 2023 (the latest year he was a Named Executive Officer), Ott’s annual incentive paid at 132% of target, reflecting above-target company performance (Adjusted EBITDA, FCF and ESG) . Company performance context during 2022–2024 shows revenues stabilizing with EBITDA improvement, while multi-year TSR (2019–2024) trailed the S&P 500 and the auto parts peer index .

Company performance (USD millions unless noted)

*Values retrieved from S&P Global

TSR context: A $100 investment on 12/31/2019 in CPS was $40.89 on 12/31/2024 (S&P 500: $191.50; S&P Auto Parts & Equipment Index: $85.01) .

Past Roles

External Roles

• Not disclosed in company filings reviewed .

Fixed Compensation

Performance Compensation

• Annual Incentive Plan (AIP) – 2023 design and outcomes

  • Metrics/weights/targets and actuals:

  Metric	Weight	Target	Actual	Payout	Vesting/Timing
  Adjusted EBITDA	63.75%	$180.0M	$180.4M	100.2%	Cash, earned for 2023
  Free Cash Flow	21.25%	$5.0M	$36.5M	200%+	Cash, earned for 2023
  Safety (TIR)	5%	0.57	0.32	200%	Cash, earned for 2023
  Energy use improvement	5%	2.0%	2.7%	200%	Cash, earned for 2023
  Talent (qualitative)	5%	Company-set goals	Achieved	100%	Cash, earned for 2023
  Total	100%	–	–	132% weighted	Cash, paid 2024

• Long-Term Incentives – 2023 grants (to Ott as an NEO)

  • Grant date 2/15/2023: time-vested RSUs and two PSU components (Financial Performance RSUs in ROIC tranches; TSR PSUs) .
  • Award sizing and vesting:

  Instrument	Grant Date	Target Units	Key Performance Metric(s)	Payouts/Achievement	Vesting/Settlement
  Time-vested RSUs	2/15/2023	12,970	Time-based	N/A	1/3 annually from 3/1/2023
  Financial Performance RSUs (ROIC)	2/15/2023	12,970 target	ROIC two one-year periods (2023 and 2024)	2023 half: 200% (ROIC 4.1% vs 3.1% target) ; 2024 half: 94.5% (ROIC 4.9%)	Cash-settled; 2023 half vests 12/31/2024; 2024 half vests 12/31/2025, subject to service
  TSR Performance RSUs	2/15/2023	6,359 target	3-yr RTSR vs comparator	Outcome determined after 12/31/2025; (For 2022 TSR PSU, 3-yr payout was 90.9%)	Cash-settled after 3 years if employed

• 2024 program context (for company/NEOs): AIP shifted to 95% Adjusted EBITDA, 5% Safety (with FCF qualifier), paying 106.5% overall; PSUs based on 2024 FCF (target/max) with a 3-year RTSR modifier (ex-cash interest adjustment approved mid-2024) .

Equity Ownership & Alignment

• Beneficial ownership (as of 3/17/2024): Larry E. Ott owned 26,790 common shares, held 29,805 shares underlying exercisable options, and 359 RSUs payable only upon retirement; total beneficial ownership 56,954 shares (<1%) .

• Outstanding awards detail at FY 2023 year-end (selected lines):

  Category	Detail
  Options exercisable (counts and strikes)	Multiple tranches incl. 1,833 @ $68.50 (2/18/2026), 2,444 @ $107.48 (2/13/2027), 2,955 @ $112.71 (2/13/2028), 5,364 @ $74.15 (2/14/2029), 11,782 @ $25.19 (2/13/2030), 4,965 (unvested tranches) @ $37.28 (2/16/2031)
  Time-vested RSUs (unvested)	12,970 (granted 2/15/2023; 3-year ratable vest)
  Financial Performance RSUs (2022, 2023 cycles)	2022 financial PSU second half earned at 200% (ROIC 2023) ; 2023 financial PSU first half earned 200% (ROIC 2023) and second half achieved 94.5% (ROIC 2024)
  TSR Performance RSUs	2022 TSR PSU earned 90.9% for 2022–2024 period ; 2023 TSR PSU to be determined after 2025

• Ownership policies and alignment levers

  • Stock ownership guidelines: CEO 6x; CFO and Business Unit Presidents 3x; all other NEOs 2x of base salary; officers must hold 50% of net-after-tax shares until guideline is met; “all NEOs are in compliance or retaining until they reach the level” .
  • Anti-hedging/anti-pledging: Policy prohibits hedging and pledging of company stock and holding in margin accounts .

Employment Terms

• Executive Severance Pay Plan (applies to officers, including NEOs)
  • Without cause (no change in control): cash severance equal to 1.5x base salary plus target annual bonus (CEO 2x); pro rata bonus based on actual performance; 18 months of health benefits; outplacement up to $50,000 .
  • Without cause or resignation for good reason within two years after a change in control: cash severance equal to 2.0x base salary plus target bonus; pro rata bonus (greater of target or actual); 18 months health benefits; outplacement up to $50,000 .
  • Equity treatment: Time-based RSUs and options accelerate upon qualifying termination after change in control; performance RSUs assume target upon qualifying termination (award agreement terms apply); omnibus plan prohibits automatic single-trigger acceleration on change in control .
  • Section 280G best‑net cutback (no tax gross‑up) .
  • Non‑compete and non‑solicit covenants apply during the severance period; confidentiality, non‑disparagement and release required .
• Clawback policy: Dodd‑Frank/NYSE‑compliant policy mandates recoupment of incentive‑based pay upon accounting restatement and permits additional recovery for misconduct .

Compensation Structure (select trend indicators)

• 2023 AIP paid 132% of target based on above‑target Adjusted EBITDA, FCF and superior safety/energy performance; Ott’s cash bonus was $415,272 .
• 2023 equity shifted to heavier performance weighting (ROIC and TSR), with clear line-of-sight metrics and multi‑year TSR alignment; 2023 RSUs vest ratably over three years .
• 2024 program for NEOS re‑weighted toward Adjusted EBITDA with an FCF “gate,” and PSUs tied to FCF (one‑year) plus a 3‑year RTSR modifier; AIP paid at 106.5% overall .

Say‑on‑Pay, Peer Group, and Committee Process

• Say‑on‑pay support: 92% approval in 2024; committee kept program structure with strong performance orientation .
• Peer groups: The committee uses an 18‑company auto/industrial peer set; refreshed again in mid‑2024 for 2025 planning (removed Linamar, Terex; added Manitowoc, PHINIA) .
• Independent consultant: FW Cook advises the Compensation Committee; no other services provided; independence affirmed .

Related Party Transactions and Red Flags

• Related party items disclosed pertained to a director’s note holdings and were reviewed under policy; no related party transactions involving Larry Ott were disclosed .
• Anti‑hedging/pledging, clawback, and no single‑trigger acceleration features mitigate alignment risks .

Investment Implications

• Alignment and retention: Ott holds a meaningful equity/option position with time‑vesting and performance‑conditioned awards; anti‑hedging/pledging policies and ownership guidelines further align interests; severance protections are standard (1.5x/2.0x) without tax gross‑ups .
• Execution signals: 2023 AIP at 132% and PSU earnouts (ROIC 200% for 2023; TSR 90.9% for 2022–2024) confirm pay‑for‑performance linkage to EBITDA, cash generation and shareholder returns; 2024 AIP paid modestly above target (106.5%), consistent with operating improvements .
• Risk balance: Governance mechanics (clawback, anti‑hedging/pledging, no single‑trigger CIC) reduce pay‑risk asymmetry; but multi‑year TSR remains below market over 2019–2024, which could temper realized equity value until sustained stock performance inflects .

Notes: All data reflects disclosures as of the 2025 and 2024 DEF 14A and the FY 2024 Form 10‑K. Tables and metrics are presented exactly as disclosed in company filings; where third‑party financial data (EBITDA) is used, it is noted as S&P Global. Citations: .