Soma Venkat

About Soma Venkat

Somasundhar “Soma” Venkatasubramanian (age 55) is Senior Vice President and Chief Information Technology Officer at Cooper-Standard (CPS); in September 2025 he was elevated to Senior Vice President, Chief Information Technology and AI Officer to lead enterprise AI strategy alongside IT . He rejoined CPS in 2021 after serving as CIO at IXS Coatings, and earlier held CPS IT leadership roles from 2016–2020; he holds a BSc in Mathematics (University of Madras), a Master of Applied Science (College of Engineering, Guindy), MS and PhD in Computational Mathematics (University of Windsor), is a Six Sigma Black Belt, and completed executive certificates at Chicago Booth and an AI certificate at MIT Sloan . During 2024, CPS achieved Adjusted EBITDA of $180.7 million (slightly above target) and funded annual incentives at 106.5% of target; the company’s pay-versus-performance table shows five-year volatility with Company TSR index values of 105 (2020), 68 (2021), 27 (2022), 59 (2023), and 41 (2024) and Adjusted EBITDA of 36, (8), 43, 180, and 181 million, respectively .

Past Roles

Performance Compensation

Annual Incentive Plan (AIP) Structure and 2024 Outcomes (company program)

• AIP is funded 95% by Adjusted EBITDA and 5% by Safety (Total Incident Rate, TIR), with a Free Cash Flow (FCF) “qualifier” that must be achieved for any payout .
• In 2024, CPS achieved positive FCF ($25.9m), Adjusted EBITDA of $180.7m (101.6% of target), and TIR of 0.30 (200% of target for safety), resulting in a 106.5% weighted payout for NEOs .

Notes:

• Adjusted EBITDA and FCF are non-GAAP metrics defined in the proxy as core performance indicators; FCF is net cash from operating activities minus capex .

Long-Term Incentive (LTI) Design (company program)

• 2024 LTIP mix for NEOs: ~60% Performance RSUs (PSUs) and ~40% time-vested RSUs; time-vested RSUs vest ratably over three years (1/3 each anniversary beginning Mar 1, 2024) .
• 2024 PSUs: Earnout based on 2024 FCF (0–200%, no payout below target), with a three-year Relative TSR (RTSR) modifier (75% at 25th percentile; 100% at median; 125% at 75th percentile) measured 2024–2026; settlement occurs in 2027; in June 2024, PSUs were modified to exclude a one-time cash interest payment from FCF reflecting an unanticipated capital structure decision .

Additional context:

• 2022–2023 PSU frameworks included RTSR (2022–2024 earned at 90.93% of target) and ROIC tranches (2023 grant achieved 147.3% across 2023–2024 ROIC periods) .

Equity Ownership & Alignment

• CPS prohibits hedging, short sales, holding in margin accounts, and pledging Company stock; this reduces misalignment and potential forced-selling risk .
• Officers must maintain stock ownership; policy requires holding 50% of net shares from option exercises/RSU vesting until guidelines are met; time-vested RSUs count on an after-tax basis; options’ in-the-money value and unearned PSUs do not count toward the guideline .
• NEO guideline multiples (for reference): CEO 6x salary; CFO and Business Unit Presidents 3x; All other NEOs 2x; the policy was reviewed in June 2024 and maintained; all NEOs are compliant or retaining shares toward compliance; individual ownership for Dr. Venkat is not disclosed in the proxy .
• As of Dec 31, 2024, CPS had 1,675,942 securities to be issued upon exercise/vesting and 832,836 shares remaining available under equity plans, framing potential dilution and award runway .

Employment Terms

• Executive Severance Pay Plan applies to officers and covers NEOs; for NEOs, severance for termination without cause pre-change in control is 2x (CEO) or 1.5x (certain NEOs) base salary plus target bonus, paid in installments, plus pro-rata AIP (based on actual) and 18 months health coverage; post-change-in-control, severance is 2x base plus target bonus (lump sum), pro-rata AIP (target), 18 months health coverage, and outplacement (≤$50k), subject to best-net 280G cutback; plan requires non-compete and non-solicit for the severance multiple period, confidentiality and non-disparagement, and a release .
• “Good Reason” includes significant adverse changes in responsibilities, material pay/incentive reductions not broadly applied, or relocation >50 miles (with cure periods and notice requirements) .
• Equity treatment upon change-in-control: if awards are not assumed/replaced they vest; if assumed and the executive is terminated without cause or resigns for Good Reason within two years post-CIC, unvested time-based awards vest and target-level PSUs vest (per the disclosure framework) .
• The proxy enumerates detailed severance economics for NEOs; Soma-specific severance terms are not disclosed in the proxy .

Performance & Track Record (Company context during his tenure)

• 2024 executive summary highlights: revenue declined ~3% vs 2023 amid volume headwinds, while operating profit rose 52% and Adjusted EBITDA rose 8% driven by manufacturing/purchasing efficiencies and restructuring; FCF was $25.9m (would have been $50.9m excluding a non-budgeted cash interest decision) .

Governance, Policies, and Say-on-Pay

• Compensation program objectives include linking pay to performance, majority performance-based LTI, clawback policy (Dodd-Frank compliant), anti-hedging/anti-pledging, and executive stock ownership guidelines; the Compensation Committee uses an independent consultant and targets ~50th percentile market pay levels, adjusted for role and performance .
• 2024 Say-on-Pay support exceeded 92%, with no material program changes adopted in response .

Investment Implications

• Pay-for-performance levers are clear: AIP places 95% weight on Adjusted EBITDA with an FCF gate and safety overlay; LTI emphasizes FCF (one-year) with a three-year RTSR modifier, aligning management with cash flow discipline and relative equity returns .
• Vesting cadence (annual RSU tranches and 2027 PSU settlement) creates identifiable windows that can coincide with insider selling for liquidity/tax, though CPS prohibits hedging and pledging and requires ongoing share retention until guidelines are met, mitigating misalignment and forced-selling risk .
• Retention: multi-year PSUs and the 2025 expansion of Venkat’s remit to lead AI indicate growing strategic importance and embedded retention hooks via unvested equity; individual ownership and specific severance economics for him are not disclosed, leaving “skin-in-the-game” and change-in-control protection levels for this role as open diligence items .
• Shareholder posture appears supportive (92% Say-on-Pay), and the compensation framework is increasingly tied to cash generation and safety, which may support near-term execution as CPS pursues operational improvements and AI-driven efficiencies under Venkat’s expanded scope .