Stephen Van Oss
About Stephen A. Van Oss
Independent director of Cooper-Standard Holdings Inc. (CPS), age 70, serving since 2008; Audit Committee Chair and member of the Compensation Committee. Career background includes senior finance and operations roles at WESCO International; CPA (Ohio); graduate degree from Cleveland State University and undergraduate from Wright State University. Current external governance roles include Chairman of JPW Industries (Audit and Compensation Committees) and Trustee of Robert Morris University (Finance and Audit Committees). No current or recent public company directorships in the past five years.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| WESCO International, Inc. | Director of Acquisition Management | 1997 | Acquisition integration and oversight (not further specified) |
| WESCO International, Inc. | Director of Information Technology | 1997–2000 | IT leadership supporting supply chain operations |
| WESCO International, Inc. | Vice President & Chief Financial Officer | 2000–2004 | Corporate finance leadership |
| WESCO International, Inc. | Senior VP & Chief Financial and Administrative Officer | 2004–2009 | Oversight of finance and admin functions |
| WESCO International, Inc. | Senior VP, Chief Operating Officer & Director | Not disclosed | Enterprise operations leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JPW Industries | Chairman; Audit & Compensation Committee Member | Not disclosed | Board leadership; financial and pay oversight |
| Robert Morris University | Trustee; Finance & Audit Committee Member | Not disclosed | Governance and financial oversight in higher ed |
| Other public company directorships | None | — | — |
| Former public company directorships (past 5 years) | None | — | — |
Board Governance
- Committee assignments: Audit Committee Chair; Compensation Committee member; designated Audit Committee Financial Expert. Audit Committee met 7 times in 2024; Compensation Committee met 7 times in 2024.
- Independence: Determined independent by the Board under NYSE rules (all directors except the CEO).
- Attendance and engagement: Board held 8 meetings and Committees held 22 meetings in 2024; average director attendance was 96%; all directors attended ≥75% of their meetings; 8 executive sessions held.
- 2024 shareholder vote support (Item 5.07 8-K, May 16, 2024): Stephen A. Van Oss received 9,663,780 votes for, 149,949 against, 6,575 abstentions; broker non-votes 3,751,448.
| Committee | Role | Financial Expert | 2024 Meetings |
|---|---|---|---|
| Audit | Chair | Yes | 7 |
| Compensation | Member | — | 7 |
| 2024 Annual Meeting Vote (Director) | Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| Stephen A. Van Oss | 9,663,780 | 149,949 | 6,575 | 3,751,448 |
Fixed Compensation
| Component | 2024 Amount/Detail |
|---|---|
| Annual cash fee | $100,000 (standard) |
| Committee chair fee | +$10,000 (Audit Chair) → Total cash: $110,000 |
| Equity grant (RSUs) grant-date fair value | $120,000 for 2024 |
| RSUs granted | 7,693 time-vested RSUs (grant date May 16, 2024) |
| Vesting | Earlier of next annual meeting or one-year anniversary of grant date (service-based) |
| Deferral election | Elected to defer 2024 RSU award under Director Deferred Compensation Plan |
| 2024 Director Compensation (Van Oss) | Fees Earned (Cash) | Stock Awards (Fair Value) | Total |
|---|---|---|---|
| Stephen A. Van Oss | $110,000 | $120,000 | $230,000 |
Performance Compensation
Directors receive time-vested RSUs and do not have performance-based equity metrics tied to director compensation; RSUs vest based on continued service (no revenue/EBITDA/TSR conditions for directors).
| Metric Category | Applied to Director Compensation? | Notes |
|---|---|---|
| Financial metrics (Revenue, EBITDA) | No | Director RSUs are time-vested only |
| TSR/Relative TSR | No | Not applied to director comp |
| ESG goals | No | Not applied to director comp |
| Options/SARs | Not used | Company notes no current grants of options/SARs; policy in place if used in future |
Other Directorships & Interlocks
- Current public company boards: None.
- Former public company boards (past 5 years): None.
- Private/non-profit boards: JPW Industries (Chair; Audit & Compensation), Robert Morris University (Trustee; Finance & Audit).
- Interlocks/potential conflicts: No disclosed shared directorships with CPS competitors, suppliers or customers; see Related Party note below regarding CPS debt holdings.
Expertise & Qualifications
- CPA (Ohio); qualifies as Audit Committee Financial Expert; extensive finance, audit, and risk oversight experience.
- Skills: Senior Executive Leadership; Financial/Audit & Risk; M&A/Capital Markets; International Business/Markets; Manufacturing/Supply Chain; Cybersecurity/IT.
Equity Ownership
| Ownership Detail (as of March 16, 2025) | Amount |
|---|---|
| Common shares owned | 77,846 |
| RSUs credited (deferred and outstanding) | 62,517 |
| Total beneficially owned | 140,363 |
| % of Shares Outstanding | <1% |
| Deferred RSUs (Dec 31, 2024) | 54,824 |
| Outstanding & unvested RSUs (Dec 31, 2024) | 7,693 |
- Director stock ownership guideline: 5× annual cash fee; directors must retain 75% of net shares from equity until guideline met; all incumbent non-employee directors meet or are retaining to reach guideline.
- Securities Trading Policy: anti-hedging/anti-pledging applies to directors; prohibits short sales, margin accounts, pledging, and option transactions in Company stock.
Related Party Transactions (Conflict Review)
- Debt holdings: As of Dec 31, 2024, Van Oss owned $3,000,000 principal of CPS 5.625% Senior Notes due 2026, purchased via open market transactions ($1,000,000 each on Aug 10, 2020; Sep 30, 2020; Mar 2, 2022). Company paid him $168,750 cash interest in each of 2022, 2023, 2024. These transactions are reviewed under CPS’s Related Party Transaction Policy by the Nominating & Corporate Governance Committee.
RED FLAG: Audit Committee Chair is a bondholder receiving interest from CPS; while purchases were open market and subject to related‑party review, ongoing creditor relationship could present perceived independence/conflict concerns for audit oversight.
Compensation Committee Analysis
- Committee composition: Chair John G. Boss; members David J. Mastrocola, Robert J. Remenar, Stephen A. Van Oss; 7 meetings in 2024.
- Independent compensation consultant: FW Cook engaged; reports to the Committee; no other services; independence reviewed per NYSE standards; no conflict of interest found.
- Executive pay program signals: Continued use of performance-based LTI (financial targets and relative TSR) for executives; increased EBITDA weighting in annual incentive; strong shareholder support. 92% Say‑on‑Pay approval in 2024.
Governance Assessment
- Strengths: Long-tenured independent director with deep CFO/COO experience and CPA credential; Audit Chair designated financial expert; strong board/committee engagement (8 Board meetings, 22 Committee meetings; robust attendance); meaningful equity alignment via RSUs and ownership guideline compliance.
- Pay and alignment: Director pay structure balanced (cash $110k including chair fee; equity ~$120k RSUs), with deferral election indicating long-term alignment; no options or performance-linked director awards (reduces risk-taking incentives).
- Investor confidence signals: Solid 2024 reelection vote counts; high Say‑on‑Pay support.
- Risks/Conflicts: Personal holdings of $3M CPS senior notes with annual interest received constitute a related‑party financial relationship; mitigants include open market purchases and formal Related Party Transaction Policy review—but as Audit Chair, perception risk remains. Monitor any future changes in committee roles or bond position, and confirm ongoing independence assessments.