MaryAnn Kanary
About MaryAnn Kanary
MaryAnn P. Kanary, age 50, serves as Senior Vice President, Chief Legal Officer and Secretary of Cooper-Standard Holdings Inc. (CPS) and has held this role since August 2023 . CPS improved operating profit by 52% and Adjusted EBITDA by 8% in 2024 despite a ~3% sales decline; Free Cash Flow (FCF) was $25.9 million (vs. $36.5 million in 2023) . CPS revenues were $2,816 million in FY 2023 and $2,731 million in FY 2024 ; EBITDA increased from $171.2 million to $189.1 million (S&P Global data)*.
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenues ($USD) | $2,815,879,000 | $2,730,893,000 |
| EBITDA ($USD) | $171,170,000* | $189,094,000* |
*Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Barton Malow Holdings LLC | Executive Vice President and Chief Legal Officer | Oct 2017 – Aug 2023 | Led legal function at major construction firm; experience in complex contracting and risk oversight |
External Roles
No public company directorships or external board roles disclosed for Ms. Kanary in CPS’s proxy. (No disclosure found)
Fixed Compensation
| Component | FY 2024 Detail |
|---|---|
| Base Salary | $445,192 |
| Target Bonus % | 60% of year-end base salary |
| Actual AIP (Annual Incentive) Paid | $287,550 |
| Sign-on Bonus | $150,000 (second payment of cash sign-on per Aug 2023 offer letter; no further payments due) |
| All Other Compensation | $79,800, comprised of CSA Savings Plan ($20,700), SERP ($46,065), car allowance ($12,000), life insurance ($1,035) |
| 2025 Base Salary Adjustment | No increase for NEOs for 2025 |
Performance Compensation
Annual Incentive Plan (AIP) – FY 2024 structure and outcome
| Metric | Weighting | Target | Actual | Payout (% of Target) |
|---|---|---|---|---|
| FCF (qualifier) | Qualifier | Positive FCF | $25.9M | Enables payout based on other metrics |
| Adjusted EBITDA | 95% | $180.0M target; Threshold $162.0M; Superior ≥$225.0M | $180.7M | 101.6% |
| Safety (TIR) | 5% | Target 0.47; Threshold 0.56; Superior 0.33 | 0.30 | 200% |
| Weighted Total | 100% | — | — | 106.5% |
AIP paid at 106.5% of target; for Ms. Kanary: year-end base salary $450,000, target bonus 60%, payout $287,550 .
Long-Term Incentive Program (LTIP) – FY 2024 grants to Ms. Kanary
| Award Type | Grant Date | Units | Grant-Date Fair Value | Key Terms |
|---|---|---|---|---|
| Time-vested RSUs | Feb 14, 2024 | 11,690 | $217,551 | Vest ratably over 3 years from Mar 1, 2024 |
| Performance RSUs (FCF + RTSR modifier) | Feb 14, 2024 | Target 16,204 | $345,342 | Earn-out based on FY2024 FCF (target at $1.0M–$29.9M = 100%; ≥$30M = 200%) with no payout below target; RTSR modifier over 2024–2026: 75% (25th percentile), 100% (median), 125% (75th percentile); vest if employed through Dec 31, 2026; settled in 2027 |
| PSR Modification (FCF exclusion) | Jun 28, 2024 | — | $230,907 | One-time modification excluding non-budgeted cash interest payment from FCF calculation for 2024 awards |
LTIP mix for 2024 was ~60% Performance RSUs and ~40% time-vested RSUs (for NEOs) .
Prior vesting/earn-outs
- 2024 stock vested for Ms. Kanary: 3,618 shares; value realized $46,130 .
- 2023 ROIC-based PSUs earned at 147.3% of target; 2022 RTSR PSUs earned at 90.93% of target (program-wide disclosure) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 5,364 common shares; “%” reported as “*” (less than 1%) as of Mar 16, 2025; 17,548,147 shares outstanding |
| Outstanding Unvested Equity (12/31/2024) | Time-vested RSUs: 7,238 (market value $98,147) ; Additional time-vested RSUs: 11,690 (market value $158,516) ; Equity incentive awards (unearned PSUs): 16,204 (market/payout value $219,726) ; Additional equity items shown: 15,985 (market/payout value $216,657) and 5,323 (market value $72,180) per footnotes |
| Options | No options listed for Ms. Kanary in outstanding awards table |
| Stock Ownership Guidelines | “All other NEOs” must hold 2x base salary; officers must retain 50% of net shares from vesting until guideline met; time-vested RSUs counted on after-tax basis; unearned performance RSUs and “in-the-money” option value not counted; all NEOs compliant or retaining until compliant |
| Hedging/Pledging | Company prohibits hedging, margin accounts, pledging, and short sales |
| Clawback | Dodd-Frank/NYSE-compliant clawback requiring recoupment after accounting restatements; may recoup for misconduct |
Note: 2024 director/NEO equity plan share availability and aggregates detailed in Proposal 4; Ms. Kanary had 30,052 RSUs and 38,734 Performance RSUs outstanding at target as of Mar 2, 2025 .
Employment Terms
| Provision | Terms for Ms. Kanary |
|---|---|
| Severance Plan Coverage | Covered NEO under Executive Severance Pay Plan (adopted 2011; amended/restated June 9, 2021) |
| Termination without Cause (no CoC) | Cash severance = 1.5x (base salary + target bonus), paid in installments; pro rata AIP based on actual performance; 18 months health coverage; outplacement services |
| Termination without Cause or Resign for Good Reason after CoC | Cash severance = 2.0x (base salary + prior year target bonus), paid lump sum; pro rata AIP based on target; 18 months health coverage; outplacement services |
| Non-Compete/Non-Solicit | Required for duration of applicable severance multiple; includes confidentiality and non-disparagement; release of claims required |
| Change-of-Control Definition | >50% voting power change or sale of substantially all assets (with certain permitted exceptions) |
| 280G Treatment | Best-net approach: full delivery or cutback to avoid excise tax, whichever yields greatest after-tax benefit |
| Potential Payments (as of 12/31/2024) | After CoC: $1,440,000 severance; $27,601 health/life; $50,000 outplacement; $769,372 accelerated equity; total $2,286,973 . Without CoC: $1,080,000 severance; $27,601 health/life; $50,000 outplacement; total $1,157,601 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CPS | Senior Vice President, Chief Legal Officer and Secretary | Aug 2023 – Present | Corporate legal leadership; frequent SEC signatory on 8-Ks and filings |
External Roles
No external board memberships or committee roles disclosed for Ms. Kanary in CPS filings. (No disclosure found)
Compensation Structure Analysis
- Mix and pay-for-performance: AIP weighted 95% to Adjusted EBITDA and 5% to safety; payout contingent on positive FCF; 2024 paid at 106.5% of target, indicating strong linkage to operating performance .
- LTIP emphasizes performance: 2024 LTIP ~60% Performance RSUs and ~40% time-vested RSUs; PSUs tied to FCF with RTSR modifier to align with shareholder experience over 3 years .
- One-time modification: 2024 PSUs modified to exclude non-budgeted cash interest from FCF due to capital structure decisions; incremental fair value recorded for NEOs, including Ms. Kanary ($230,907) .
- Governance and shareholder alignment: 92% Say-on-Pay approval in 2024; strict anti-hedging/anti-pledging; robust clawback policy; stock ownership guidelines enforced .
Risk Indicators & Red Flags
- Equity plan modification risk: Committee’s exclusion of one-time cash interest from FCF in 2024 PSUs could be viewed as goalpost adjustment; incremental award fair value disclosed .
- Insider selling pressure: Time-vested RSUs vest ratably (Aug 2023 grant and Mar 2024 grant), creating periodic taxable events and potential sell-to-cover dynamics; company requires holding 50% of net shares until guidelines met, mitigating forced selling .
- No pledging allowed and hedging prohibited under policy, reducing misalignment risk .
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay approval: >92% in favor; Compensation Committee made no material program changes in direct response .
Expertise & Qualifications
- Executive legal leadership background with prior EVP/CLO role at Barton Malow Holdings LLC; corporate secretary responsibilities at CPS .
Equity Ownership & Alignment (Detail Table)
| Category | Shares/Value |
|---|---|
| Common Shares Owned | 5,364 (percent “*” <1%) |
| Unvested Time-Vested RSUs (Aug 2023 grant) | 7,238; $98,147 market value |
| Unvested Time-Vested RSUs (Feb 2024 grant) | 11,690; $158,516 market value |
| Unearned PSUs (Target) | 16,204; $219,726 market/payout value |
| Other equity items shown | 15,985; $216,657; 5,323; $72,180 (per footnotes) |
| 2024 Stock Vested | 3,618; $46,130 value realized |
Employment Terms (Detailed)
| Scenario | Cash Severance | Health/Life | Outplacement | Equity Acceleration | Total |
|---|---|---|---|---|---|
| After CoC + qualifying termination | $1,440,000 | $27,601 | $50,000 | $769,372 | $2,286,973 |
| No CoC (termination without cause/good reason) | $1,080,000 | $27,601 | $50,000 | — | $1,157,601 |
Change-of-control protections are double-trigger, with non-compete/non-solicit covenants lasting through the severance period; best-net 280G approach applies .
Investment Implications
- Strong alignment: AIP metrics (Adjusted EBITDA, safety) and FCF qualifier drove above-target cash bonuses; PSUs tied to FCF and RTSR reinforce multi-year performance alignment .
- Retention outlook: Multi-year RSU vesting (Aug 2023 and Mar 2024 grants) plus double-trigger CoC protections lower near-term attrition risk; ownership guidelines and anti-hedging/pledging policies further align incentives .
- Monitoring signals: Watch for PSUs outcomes (FCF 2024, RTSR through 2026) and any future award modifications; periodic vesting may produce sell-to-cover activity but share-retention requirements mitigate dilution concerns .
- Company performance: 2024 improvement in margins and cash generation supports pay outcomes; revenue decline and reliance on performance adjustments (e.g., FCF modification) warrant close scrutiny of target-setting rigor and future metric calibration .