Patrick Clark
About Patrick Clark
Patrick R. Clark (52) serves as President, Sealing Systems and Chief Manufacturing Officer at Cooper-Standard Holdings (CPS) since January 2024, following a series of senior global engineering, manufacturing and automotive leadership roles at the company since 2019 . In 2024, CPS delivered an 8% increase in Adjusted EBITDA and a 52% improvement in operating income year over year amid positive free cash flow of $25.9 million, with the annual incentive plan paying out at 106.5% of target; the five-year “pay versus performance” table shows 2024 Adjusted EBITDA at $181 million and CPS’s 2024 TSR value-of-$100 at 41 (vs peer index 82) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Cooper Standard | President, Sealing Systems and Chief Manufacturing Officer | Jan 2024–present | Oversees Sealing product line and global manufacturing execution . |
| Cooper Standard | SVP & Managing Director – Global Automotive | Jan 2022–Dec 2023 | Led automotive business during restructuring and margin-improvement initiatives . |
| Cooper Standard | SVP & Chief Global Manufacturing Officer | Aug 2020–Dec 2021 | Drove global manufacturing operations . |
| Cooper Standard | SVP, Chief Global Engineering & Product Strategy Officer | Jan 2019–Jul 2020 | Led engineering and product strategy . |
| Cooper Standard (Section 16 disclosure) | SVP, Global Engineering & Product Strategy | As of Jan 2019 (Form 3) | Initial Section 16 reporting; RSU and option holdings recorded . |
External Roles
- None disclosed for Mr. Clark in the proxy or recent 8-Ks .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 481,539 | 519,615 | 520,000 |
| Target Bonus (% base) | n/a | 75% (unchanged in 2024) | 75% |
| Actual AIP payout ($) | 261,450 | 514,800 | 415,350 |
| AIP achievement (% of target) | 74.7% (program-level) | 132.0% (program-level) | 106.5% (program-level) |
Summary Compensation detail for context:
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 481,539 | 519,615 | 520,000 |
| Stock Awards (grant-date fair value) | 389,343 | 937,889 | 1,270,048 (incl. 2024 PSU modification accounting) |
| Non-Equity Incentive Plan (AIP) | 261,450 | 514,800 | 415,350 |
| All Other Compensation | 565,009 | 379,795 | 123,211 |
| Total | 1,697,341 | 2,352,099 | 2,328,609 |
Performance Compensation
Annual Incentive Plan (AIP) structure and 2024 outcomes:
- Metrics and weighting: Adjusted EBITDA (95%) and Safety (Total Incident Rate, 5%); FCF acts as a funding qualifier (must be positive) .
- 2024 targets and actuals produced a 106.5% payout .
| Metric | Weight | Threshold | Target | Superior | Actual | Metric Payout | Weighted Contribution |
|---|---|---|---|---|---|---|---|
| FCF (qualifier) | n/a | Positive FCF | Positive FCF | n/a | $25.9m | Achieved (funding allowed) | n/a |
| Adjusted EBITDA | 95% | $162m (25%) | $180m (100%) | $225m (200%) | $180.7m | 101.6% | 96.5% |
| Safety (TIR) | 5% | 0.56 (50%) | 0.47 (100%) | 0.33 (200%) | 0.30 | 200% | 10.0% |
| Total | 100% | — | — | — | — | — | 106.5% |
Long-term incentives (LTI):
- Award mix: ~60% Performance RSUs (PSUs) and ~40% time-vested RSUs; 2024 PSU performance measured on FCF (one-year 2024) with a three-year RTSR modifier vs a comparator group; RSUs vest ratably over three years from March 1, 2024 .
- 2023 Financial PSUs (ROIC) paid 147.3% in total across the two one-year periods (200% for 2023, 94.5% for 2024); 2022 RTSR PSUs paid 90.9% (three-year period ending 12/31/2024) .
| 2024 LTI Grants (Feb 14, 2024) | Grant date | Units/Value | Vesting/Performance |
|---|---|---|---|
| Time-vested RSUs | 2/14/2024 | 18,703 units; fair value $348,063 | 1/3 on each anniversary of Mar 1, 2024 |
| Performance RSUs (FCF+RTSR) | 2/14/2024 | 25,926 target units; fair value $552,539 | FCF 2024 (target to max only); RTSR modifier over 2024–2026; vest post-12/31/2026; settle 2027 |
| PSU modification (FCF interest exclusion) | 6/28/2024 | Incremental fair value $369,446 | Committee excluded non-budgeted $25m cash interest in 2024 FCF; not part of target TDC |
Stock options (all NEO options underwater as of 12/31/2024) :
- Clark outstanding options (exercisable) include: 1,478 @ $112.71 exp. 2/13/2028; 2,682 @ $74.15 exp. 2/14/2029; 8,475 @ $25.19 exp. 2/13/2030; 7,010 @ $37.28 exp. 2/16/2031 .
Equity Ownership & Alignment
Beneficial ownership (as of March 16, 2025):
| Item | Amount |
|---|---|
| Common shares owned | 42,494 |
| Options exercisable (within 60 days) | 19,645 |
| RSUs credited (beneficial table category) | — (none listed) |
| Total beneficial ownership | 62,139 (<1%) |
| Shares outstanding (context) | 17,548,147 (record date) |
Unvested/uneared equity detail (as of 12/31/2024):
- Time-vested RSUs unvested: 3,389 (2022 grant), 13,652 (2023 grant), 18,703 (2024 grant) .
- Performance/TSR units unearned/subject to performance: 10,166 (2022 Financial cycle achieved portions), 4,866 (2022 TSR achieved, to settle 2025), 30,154 (2023 Financial, vesting into 2025–2026), 10,041 (2023 TSR, to settle 2026), 25,926 (2024 PSUs, to settle 2027) .
Alignment policies and practices:
- Stock ownership guidelines: 3x base salary for Business Unit Presidents; executives must retain 50% of net shares until compliant; all NEOs either compliant or retaining until compliant .
- Anti-hedging and anti-pledging policy prohibits hedging, pledging, margin accounts, and short sales in company stock .
- Clawback policy aligned to Dodd-Frank/NYSE Rule 303A.14; mandatory recovery of erroneously awarded incentive compensation upon restatement, regardless of misconduct; additional discretionary recoupment for misconduct .
Employment Terms
Executive Severance Plan (amended and restated June 9, 2021):
- Non–change-in-control (CIC) termination without cause: 1.5x (salary + target bonus), pro rata actual-year bonus, 18 months health coverage, and outplacement (≤$50k) .
- CIC double-trigger (termination without cause or resignation for good reason within two years post-CIC): 2.0x (salary + target bonus), pro rata bonus (greater of target/actual), 18 months health coverage, outplacement (≤$50k); equity vests per award terms (assumed/replaced awards accelerate upon qualifying termination; if not assumed, immediate vesting at CIC) .
Estimated payments if terminated as of 12/31/2024:
| Scenario | Cash Severance | Health/Life | Outplacement | Accelerated Equity | Total |
|---|---|---|---|---|---|
| After CIC (double-trigger) | $1,820,000 | $28,389 | $50,000 | $1,599,334 | $3,497,723 |
| No CIC (without cause) | $1,365,000 | $28,389 | $50,000 | — | $1,443,389 |
Restrictive covenants: receipt of severance requires non-compete and non-solicit for the severance multiple period, confidentiality, non-disparagement, and a release of claims . Section 280G “best net” cutback applies to avoid excise taxes where beneficial .
Compensation Structure Notes
- AIP design increased Adjusted EBITDA weighting to 95% in 2024; FCF serves as a gating qualifier; safety (TIR) remains a measurable ESG-linked component (5%) .
- 2024 PSUs emphasize FCF to prioritize debt service and cash generation, with three-year RTSR to maintain multi-year relative alignment; Committee excluded a one-time cash interest decision from FCF for PSU assessment due to plan-setting assumptions (accounting modification disclosed; not part of target TDC) .
- Target 2024 LTIP for Clark rose 6.7% vs 2023 to $800,000 (60% PSUs / 40% RSUs) .
- Compensation consultant FW Cook and peer benchmarking used; 2024 peer set of 18 auto/industrial peers; 2025 peer set refreshed (removed Linamar, Terex; added Manitowoc, PHINIA) .
- Say-on-pay support: 92% approval in 2024 .
Investment Implications
- Pay-for-performance alignment improved: 2024 AIP paid modestly above target on EBITDA and best-in-class safety, while long-term incentives tie to FCF and relative TSR; this structure aligns near-term cash focus and multi-year shareholder outcomes .
- Insider selling pressure appears limited near term: all outstanding NEO stock options were underwater at year-end 2024, and Clark’s equity exposure is predominantly RSUs/PSUs with pro-rata vesting over 2025–2027; however, earned portions of 2022/2023 performance awards may settle during 2025–2026, creating modest supply events .
- Retention risk mitigated: competitive severance with double-trigger CIC protection, stock ownership requirements, and continued use of performance-based equity reduce flight risk and align incentives; anti-hedging/pledging and a robust clawback further strengthen governance .
- Program scrutiny: the 2024 PSU modification to exclude a cash interest payment from FCF underscores active Compensation Committee involvement; investors should monitor future goal-setting rigor and any further one-off adjustments .