Sonya Sepahban
About Sonya F. Sepahban
Independent director of Cooper-Standard Holdings Inc. (CPS), age 64, serving since 2016. Background spans engineering leadership and technology strategy across aerospace/defense and enterprise software; degrees include B.S. Chemical Engineering (Cornell), M.S. Chemical Engineering (Rice), MBA (University of Houston), and a political science degree from the Institute of Political Sciences . Independent status affirmed by CPS; Board averages 9 years tenure and held 8 board meetings and 22 committee meetings in 2024, with 96% average attendance and all directors attending at least 75% and the 2024 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| General Dynamics Land Systems | SVP Engineering, Development & Technology | 2009–2015 | Senior leadership over engineering and technology in global defense business unit |
| Northrop Grumman Space Technology | CTO; SVP & Chief Engineer; other leadership roles | 1997–2009 | Enterprise-level technology leadership and chief engineering responsibilities |
| NASA Johnson Space Center | Technical and management positions | Not disclosed | Early technical and management experience in aerospace |
External Roles
| Organization | Role | Tenure | Public Company? |
|---|---|---|---|
| OurOffice, Inc. | CEO and Director | Current | No (enterprise software for D&I and culture) |
| — | Other current public company directorships | — | None |
Board Governance
- Independence: Independent director; CPS Board determined all directors except the CEO are independent under NYSE rules .
- Committees: No current standing committee memberships listed for Ms. Sepahban for 2024; she received a chair fee for the former Innovation and Business Diversification Committee, which the Board disbanded in January 2025 to embed innovation into product lines .
- Attendance and engagement: CPS held 8 Board meetings and 22 committee meetings in 2024; average attendance 96%; all directors attended ≥75% and the 2024 annual meeting .
- Board leadership: Combined Chair/CEO (Edwards) with a Lead Independent Director (Mastrocola) who presides over executive sessions and approves agendas .
- Executive sessions: The Board met regularly in executive sessions; non‑employee directors meet in executive session with the Lead Director; independent directors also conduct an annual executive session .
- Board evaluation: Annual self-evaluations led by Nominating & Corporate Governance, with follow-up actions .
Fixed Compensation (Director)
| Component | Amount/Terms | 2024 Value |
|---|---|---|
| Annual cash retainer | $100,000 | $100,000 |
| Committee chair fee | $10,000 (if chair) | $10,000 (Innovation & Business Diversification Committee chair) |
| Lead director fee | $20,000 (less any chair fee) | Not applicable |
| Total fees earned (cash) | — | $110,000 |
| Equity award | Time‑vested RSUs under 2021 Plan; grant-date fair value ≈ 120% of base director fee | $120,000; 7,693 RSUs granted May 16, 2024 (vest on earlier of 2025 annual meeting or one-year anniversary) |
| Deferral election | RSUs may be deferred under Director Deferred Compensation Plan | Ms. Sepahban deferred her 2024 RSUs |
Stock ownership policy: Non‑employee directors must hold CPS stock equal to 5x annual cash fee and retain 75% of net shares from option exercises/vesting until guideline met; all incumbent non‑employee directors meet or are retaining to reach levels .
Performance Compensation (Program Structure and Outcomes)
CPS does not disclose performance-based pay for directors; director equity is time‑vested. Company-level metrics inform executive pay and governance alignment:
- Annual Incentive Program (AIP): 2024 payout at 106.5% of target; increased weighting of Adjusted EBITDA and included safety metric .
- PSUs: 2022 PSUs (Relative TSR, 2022–2024) earned at 90.93%; 2023 PSUs (ROIC, 2023–2024) earned at 147.3% .
- Five‑year payout history: AIP (70.0%, 0.0%, 74.7%, 132.0%, 106.5%; avg 76.6%); LTI plan (0.0%, 0.0%, 0.0%, 100.0%, 128.7%; avg 45.7%) .
| Metric | Plan | Period | Outcome |
|---|---|---|---|
| Adjusted EBITDA, Safety | AIP | FY 2024 | 106.5% of target |
| Relative TSR | PSUs | 2022–2024 | 90.93% of target |
| ROIC | PSUs | 2023–2024 | 147.3% of target |
| Five‑year AIP payout | AIP | 2020–2024 | 70.0%, 0.0%, 74.7%, 132.0%, 106.5%; avg 76.6% |
| Five‑year LTI payout | PSUs | 2020–2024 | 0.0%, 0.0%, 0.0%, 100.0%, 128.7%; avg 45.7% |
Shareholder support: Say‑on‑pay approval 92% in 2024 .
Other Directorships & Interlocks
| Company | Role | Committee Roles |
|---|---|---|
| — | Current public boards | None |
| — | Former public boards (past five years) | None |
Interlocks/overlaps with CPS counterparties: Not disclosed for Ms. Sepahban. Related party transactions section disclosed only holdings by Director Van Oss in CPS notes; none disclosed for Ms. Sepahban .
Expertise & Qualifications
- Technical and engineering leadership; innovation and technology strategy; cybersecurity/IT; ESG oversight; international business and manufacturing/supply chain experience .
- Education: B.S. Chemical Engineering (Cornell), M.S. Chemical Engineering (Rice), MBA (University of Houston), political science degree (Institute of Political Sciences) .
Equity Ownership
| Holder | Common Shares | Options (Exercisable) | RSUs Credited | Total Beneficial Ownership | % of Outstanding |
|---|---|---|---|---|---|
| Sonya F. Sepahban | 3,357 | — | 56,934 | 60,291 | <1% (out of 17,548,147 shares) |
| Deferred RSUs (Director table) | — | — | 49,241 deferred RSUs | — | — |
| Outstanding & unvested RSUs (Director table) | — | — | 7,693 | — | — |
Shares pledged: CPS maintains an anti‑hedging and anti‑pledging policy; no pledging disclosed for Ms. Sepahban .
Governance Assessment
- Committee assignments and chair roles: Ms. Sepahban chaired the Innovation and Business Diversification Committee in 2024 (received chair fee) before its Board‑directed dissolution in Jan 2025 to embed innovation within product lines—signals alignment to operational integration over separate board oversight .
- Independence and attendance: Independent with strong Board‑level engagement metrics (96% average attendance; executive sessions routine). Absence from current standing committees could modestly limit direct influence on audit/comp/nom‑gov matters, but prior innovation chair role demonstrates targeted oversight .
- Ownership alignment: Time‑vested RSU grants and sizable deferred RSUs (49,241) plus unvested RSUs (7,693) indicate long‑term alignment; CPS requires 5x cash retainer ownership and retention of 75% of net shares until compliance, which directors meet or are retaining toward .
- Conflicts and related-party exposure: No related‑party transactions disclosed for Ms. Sepahban; anti‑hedging/pledging policy in place. No public company interlocks that could present supplier/customer conflicts identified .
- Pay practices and shareholder signals: Director pay structure is balanced (cash retainer + time‑vested equity ~120% of base), with shareholder support evidenced by 92% say‑on‑pay approval; compensation consultant FW Cook engaged independently by the Compensation Committee, with no conflicts .
RED FLAGS: None disclosed specific to Ms. Sepahban (no related-party transactions, no pledging/hedging disclosures). Monitoring point: lack of current standing committee membership may reduce direct oversight footprint versus peers; however, prior committee chairmanship mitigates concern .