Richard Freeland
About Richard J. Freeland
Richard J. Freeland (age 67) has served on Cooper-Standard’s Board since 2020 and is an independent director. He chairs the Nominating and Corporate Governance Committee. Freeland previously served as President and COO of Cummins Inc., and holds a BS from Purdue University and an MBA from Indiana University, providing deep operating expertise in global manufacturing and supply chains .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cummins Inc. | President & COO | Jul 2014–Oct 2019 | Led global operations for engines, power systems, and components |
| Cummins Inc. | VP & President, Engine Business | 2010–2014 | Senior leadership of major business unit |
| Cummins Inc. | President, Components Group | 2008–2010 | Product and component operations leadership |
| Cummins Inc. | President, Worldwide Distribution Business | 2005–2008 | Global distribution oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Valvoline Inc. | Chair of the Board | Current | Board leadership at an automotive fluids company |
| Hyliion Holdings Corp. | Director | Current | Member, Compensation and Technology Committees |
| Purdue University, Krannert School | Advisory Council Member | Current | Academic advisory engagement |
Board Governance
- Independence: The Board determined all directors other than the CEO are independent; Freeland is independent .
- Committee leadership: Chair, Nominating and Corporate Governance Committee (5 meetings in 2024). This committee oversees director nominations, governance principles, director compensation recommendations, board evaluations, and investor communications on ESG .
- Committee assignments: Freeland serves on and chairs Nominating and Corporate Governance; he is not listed as an Audit Committee member or financial expert, and does not sit on Compensation Committee .
- Attendance and engagement: In 2024, the Board met 8 times and committees met 22 times; average director attendance was 96%, with each director attending at least 75% of Board/committee meetings, and all then-serving directors attended the 2024 Annual Meeting .
Fixed Compensation
| Year | Cash Retainer ($) | Committee Chair Fee ($) | Lead Director Fee ($) | Total Cash ($) | Equity (RSUs) Units | Grant-Date Fair Value ($) | Grant Date | Vesting Terms |
|---|---|---|---|---|---|---|---|---|
| 2024 | 100,000 | 10,000 | — | 110,000 | 7,693 | 120,000 | May 16, 2024 | Vests on earlier of first annual stockholder meeting after grant or one-year anniversary; directors may elect deferral under Deferred Compensation Plan |
Notes:
- Freeland’s total 2024 director compensation was $230,000 ($110,000 cash; $120,000 equity) .
- He elected to defer his 2024 RSU award under the Non-Employee Director Deferred Compensation Plan .
Performance Compensation
Directors receive time-based RSUs; no performance-linked metrics (e.g., EBITDA, TSR) apply to director equity grants.
| Component | Performance Metrics | Payout Basis |
|---|---|---|
| Annual Director RSUs | None disclosed; time-vested | Vests on earlier of next annual meeting or one year; settlement in stock or cash equivalent at Company’s option; deferral election available |
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Exposure |
|---|---|---|
| Valvoline Inc. | Chair of the Board | Automotive fluids; industry adjacency to CPS customers/suppliers; no related-party transactions disclosed with CPS |
| Hyliion Holdings Corp. | Director; Compensation & Technology Committees | Electrified powertrain technologies; industry adjacency; no related-party transactions disclosed with CPS |
Expertise & Qualifications
- Core Industry; Senior Executive Leadership; Mergers & Acquisitions/Capital Markets; International Markets; Manufacturing/Supply Chain; Innovation & Technology Strategy; ESG oversight .
Equity Ownership
| Holder | Common Shares (#) | Options Exercisable (#) | RSUs (Beneficially Owned) (#) | Total Beneficial Ownership (#) | Ownership (%) |
|---|---|---|---|---|---|
| Richard J. Freeland | — | — | 54,338 | 54,338 | *Less than 1% |
Breakdown of RSUs:
- Deferred RSUs: 46,645
- Outstanding & Unvested RSUs: 7,693
Stock ownership guideline:
- Directors must hold stock equal to 5× annual cash fee; directors must retain 75% of net shares from vesting until guideline met. Company states incumbent non-employee directors meet or are retaining toward compliance .
Anti-hedging/pledging:
- Company maintains anti-hedging and anti-pledging policy covering executives and directors .
Shares pledged as collateral:
- No pledging disclosed for Freeland; beneficial ownership table provides no pledge notation for him .
Insider Trades (Director)
| Date | Form | Transaction Type | Security | Details/Notes |
|---|---|---|---|---|
| May 16, 2024 | Director equity grant (proxy) | RSU grant | 7,693 RSUs | Annual non-employee director grant under 2021 Plan; vest on earlier of next annual meeting or one year; Freeland elected deferral |
| May 15, 2025 | Form 4 | RSU grant | RSUs | Form 4 filed May 19, 2025 reflecting RSUs granted to Freeland (director annual grant) |
Governance Assessment
- Independence and leadership: Freeland is independent and chairs the Nominating and Corporate Governance Committee, which directs director nominations, governance policies, board evaluations, and investor ESG communications—key levers of board effectiveness .
- Engagement: Board and committee cadence in 2024 (8/22 meetings) with 96% average attendance, and Freeland’s committee logged 5 meetings, indicate active oversight and engagement .
- Alignment: Director compensation mix combines cash ($110k) and equity ($120k) with RSU deferral elected, supporting long-term alignment. Stock ownership guidelines require 5× cash fee; incumbents meet or are retaining toward compliance .
- Shareholder signals: Say-on-pay support was 92% in 2024, suggesting positive investor sentiment toward compensation governance, which Freeland’s committee helps shape via director pay recommendations and ESG oversight linkages .
- Conflicts/related-party exposure: No related-party transactions involving Freeland are disclosed; the only FY2024 related-party item involved another director’s note holdings. The company maintains a formal Related Party Transaction Policy overseen by the Nominating and Corporate Governance Committee, with quarterly reviews and annual questionnaires .
- RED FLAGS: None disclosed for Freeland. No attendance shortfalls, no pledging/hedging disclosed, no related-party transactions, and no option repricing referenced for directors . The beneficial ownership reflects RSUs rather than common shares, but deferral and guideline policy mitigate alignment concerns .
Overall: Freeland’s extensive operating background, independent status, and chairmanship of the governance committee strengthen board oversight of nominations, governance frameworks, and investor ESG communications. His compensation and RSU deferral indicate alignment, and governance policies (anti-hedging/pledging; related-party oversight) reduce conflict risk .