Robert Remenar
About Robert J. Remenar
Independent director at Cooper-Standard Holdings Inc. (CPS) since 2015; age 69. Background spans CEO roles at automotive suppliers (Nexteer, Chassix) and SPAC leadership at Kensington Capital entities; currently serves on CPS’s Audit and Compensation Committees and is designated an Audit Committee financial expert. Education: Master of Business and Professional Accountancy (Walsh College) and undergraduate degree (Central Michigan University). Independence affirmed by the Board’s annual determination; eight of nine nominees are independent overall .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kensington Capital Acquisition Corp. IV | Chief Operating Officer | Mar 2022 – Sep 2022 | SPAC operating leadership |
| Kensington Capital Acquisition Corp. II | President; Vice Chairman of Board | Feb 2021 – Oct 2021 | SPAC leadership; capital markets |
| Kensington Capital Acquisition Corp. I | President; Vice Chairman of Board | Jun 2020 – Nov 2020 | SPAC leadership; capital markets |
| Chassix Inc. | President & CEO | Jul 2012 – Jun 2014 | Automotive chassis systems execution |
| Nexteer Automotive | President & CEO | Dec 2009 – Jun 2012 | Turnaround and operational leadership |
| Delphi Steering/Nexteer Automotive | President | Apr 2002 – Nov 2012 | Steering systems management |
| Delphi Corp. | Executive positions | 1998 – 2002 | Automotive operations |
| General Motors | Executive/managerial roles | 1985 – 1998 | Manufacturing & engineering |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Samvardhana Motherson International Limited | Director | Current | Chair: Risk Management; Member: Strategic Relationship, Strategic Business Matters, Global Sustainability |
| Munro & Associates | Director | Current | Board service (engineering advisory) |
| Kensington Capital Acquisition Corp. (I, II) | Former Director | Past 5 years | Former public company directorships |
Board Governance
- Committee assignments: Audit and Compensation (not a chair); designated “financial expert” for Audit; Audit and Compensation each met 7 times in 2024 .
- Independence & leadership: Independent director; CPS has an independent Lead Director (David J. Mastrocola) with specified oversight responsibilities, and 8 of 9 nominees are independent .
- Attendance & engagement: 8 Board meetings and 22 committee meetings in 2024; average attendance 96%, and each director attended ≥75% of Board/committee meetings; 8 executive sessions held .
Fixed Compensation
| Component | 2024 Amount ($) | Notes |
|---|---|---|
| Annual cash retainer | 100,000 | Standard non-employee director fee; no chair premium for Remenar |
| Committee chair fee | 0 | Not a chair |
| Total cash | 100,000 | — |
- Director compensation program: Cash retainer $100,000; committee chair +$10,000; Lead Director +$20,000; program unchanged vs prior year .
Performance Compensation
| Equity Award | Grant Date | Shares/Units | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| RSUs (time-vested) | May 16, 2024 | 7,693 | 120,000 | Earlier of next annual meeting or 1-year anniversary; settlement in stock or cash equivalent at Company’s option |
| Deferred RSUs (election) | Various (aggregate) | 29,894 | N/A | Deferred under Director plan; payable in shares within 45 days post board service termination or change of control |
- Equity mix and structure: 2024 director equity grant value targeted at ~120% of base director fee; Remenar’s total director comp was $220,000, split ~$100,000 cash and $120,000 equity (~45% cash / ~55% equity) .
- No performance metrics tied to director equity; grants are time-based RSUs (no options or PSUs disclosed for directors) .
Other Directorships & Interlocks
| Company | Type | Sector Overlap | Potential Interlock Consideration |
|---|---|---|---|
| Samvardhana Motherson International Limited | Public | Auto components | Sector overlap with CPS; Board oversight includes related-party review; no FY2024 related party transactions involving Remenar disclosed |
| Munro & Associates | Private | Engineering consulting | Advisory exposure; no CPS transaction disclosure |
| Kensington Capital Acquisition Corp. I & II | Public (former) | SPAC | Historical capital markets networks |
Related-Party Transactions: FY2024 disclosure notes a related-party transaction only for Director Van Oss (ownership of CPS 5.625% Senior Notes and related interest), with none reported for Remenar; CPS maintains a formal Related Party Transaction Policy with committee approval requirements .
Expertise & Qualifications
- Skills matrix: Core industry, senior executive leadership, financial/audit & risk, M&A/capital markets, international markets, engineering/technical, manufacturing/supply chain, innovation & technology strategy .
- Audit Committee financial expert designation confirmed by Board .
- Education: Walsh College (Master of Business; Professional Accountancy); Central Michigan University (undergraduate) .
Equity Ownership
| As of | Common Shares Owned | RSUs Counted as Beneficial Ownership | Options (Exercisable) | Total Beneficial Ownership | % of Outstanding Shares |
|---|---|---|---|---|---|
| Mar 16, 2025 | 27,575 | 37,587 | 0 | 65,162 | <1% (shares outstanding 17,548,147) |
| RSU Status | Count |
|---|---|
| Deferred RSUs | 29,894 |
| Outstanding and unvested RSUs | 7,693 |
- Stock ownership guidelines: Directors required to hold stock equal to 5x annual cash fee; must retain 75% of net shares from vesting/exercises until compliant; all incumbent non-employee directors meet or are retaining to meet guidelines .
- Policies: Clawback policy; anti-hedging and anti-pledging policies; Securities Trading Policy governs insider transactions .
Governance Assessment
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Strengths:
- Independent director with dual committee service (Audit and Compensation) and Audit Committee financial expert credential—supports oversight of financial reporting, controls, and pay design .
- Strong engagement metrics (board/committee attendance and executive sessions) indicate active oversight .
- Balanced director pay structure with substantive equity component and robust ownership guidelines; 2024 director program unchanged (no inflationary ratcheting) .
- Compensation Committee uses independent consultant (FW Cook) with formal independence assessment; no conflicts noted .
-
Potential conflicts/risks:
- Sector overlap from his current directorship at Samvardhana Motherson (auto components) could raise perceived interlock concerns; however, CPS’s policy requires committee review of any related-party transactions, and none involving Remenar were disclosed for 2024 .
- No Section 16(a) filing issues reported for directors generally in 2024 (one isolated late report for an officer), mitigating compliance risk signals .
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Shareholder confidence indicators:
- Broad board independence and presence of a Lead Independent Director, regular executive sessions, and ESG oversight integration across committees .
- 2024 Say-on-Pay approval at 92% (for NEOs) suggests alignment of pay practices with shareholders; though not directly a director pay vote, it reflects overall governance sentiment .
Overall, Remenar’s credentials and committee roles support board effectiveness in financial oversight and compensation governance, with no disclosed related-party or ownership alignment red flags. Continuous monitoring advisable for potential interlocks via external auto supplier board service, consistent with CPS’s related-party policy framework .