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Companies Cooper-Standard Holdings Inc.

Cooper-Standard (CPS): executive pay, fiscal 2025

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CEO total pay$5,179,179CEO Jeffrey Edwards · source
Say-on-pay support97.43%Latest vote · source
CEO vs. named peers25th pct.Of 13 peer CEOs
CEO pay ratio156:1To the median employee · source

CEO pay, last three years

  • $7,634,186FY2023
  • $8,702,693FY2024
  • $5,179,179FY2025

CEO total pay was $5,179,179 in fiscal 2025, down from $8,702,693 in fiscal 2024.

FY2025: salary $1,040,000 · bonus $0 · stock awards $2,164,353 · option awards $0

Executives and directors

Frequently asked questions

Who was the highest-paid executive at Cooper-Standard Holdings Inc. in fiscal 2025?
As disclosed, Jeffrey Edwards (Chairman and Chief Executive Officer) was the highest-paid executive at Cooper-Standard Holdings Inc. in fiscal 2025, with total compensation of $5,179,179.
How does Cooper-Standard Holdings Inc.'s chief executive pay compare to its disclosed peer group?
As disclosed, Jeffrey Edwards's total compensation ranked at the 25th percentile of Cooper-Standard Holdings Inc.'s disclosed peer group.
What is Cooper-Standard Holdings Inc.'s CEO-to-median employee pay ratio?
As disclosed, Cooper-Standard Holdings Inc.'s CEO-to-median employee pay ratio was 156:1.
How did shareholders vote on Cooper-Standard Holdings Inc.'s executive compensation?
As disclosed, 97.43% of shareholders supported Cooper-Standard Holdings Inc.'s executive compensation in the latest say-on-pay vote.
How much does Cooper-Standard Holdings Inc. spend in total on board compensation for fiscal 2025?
As disclosed, Cooper-Standard Holdings Inc. reported total board compensation of $2,350,577 for fiscal 2025.

Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.

Full detail

Every table from the filing. Open any section.

Summary compensation table
Named executive officerSalaryBonusStock awardsOption awardsNon-equity incentivePension / NQDCAll otherTotal
Jeffrey Edwards$1,040,000$0$2,164,353$0$1,707,264$0$267,562$5,179,179
Chairman and Chief Executive Officer
Jonathan Banas550,000—555,3330601,920—119,7181,826,971
Executive Vice President and Chief Financial Officer
Christopher Couch520,0000455,6440533,5200113,8971,623,061
President, Fluid Handling Systems and Chief Technology Officer
Patrick Clark520,0000455,6440533,520—113,7691,622,933
President, Sealing Systems and Chief Manufacturing Officer
Larry Ott484,000—281,9320430,373—105,8741,302,179
Senior Vice President, Chief Human Resources Officer

A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.

Three-year trend — total compensation per named executive

Named executive officerFY2025 totalFY2024 totalFY2023 totalΔ FY2024→2025
Jeffrey Edwards$5,179,179$8,702,693$7,634,186↓ −3,523,514
Jonathan Banas1,826,9712,664,5322,185,811↓ −837,561
Christopher Couch1,623,0612,323,7101,650,345↓ −700,649
Patrick Clark1,622,9332,328,6092,352,099↓ −705,676
Larry Ott1,302,1791,730,8821,577,656↓ −428,703

Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.

Incentive-plan design — the Compensation Discussion & Analysis

Cooper Standard's compensation programs are designed to link executive compensation to Company performance, attract and retain a highly-qualified executive leadership team, align the interests of executives with those of stockholders, and motivate leadership to execute long-term growth strategies while delivering strong financial results.

CEO STI target (% of salary)—
CEO LTI target (% of salary)—
Independent consultantFW Cook
Clawback policytrue
Anti-hedgingtrue
Anti-pledgingtrue
Equity grants and outstanding awards

Grants of plan-based awards — fiscal year 2025

ExecutiveAwardGrant dateThresholdTargetGrantedMaximumGrant-date fair value
Jonathan BanasPSU2025-02-126,42312,846—25,692$185,111
Patrick ClarkPSU2025-02-125,27010,540—21,080151,881
Jeffrey EdwardsPSU2025-02-1225,03350,066—100,132721,451
Jeffrey EdwardsRSU2025-02-12——100,132—1,442,902
Larry OttPSU2025-02-123,2616,522—13,04493,982
Larry OttRSU2025-02-12——13,043—187,964
Patrick ClarkRSU2025-02-12——21,080—303,763
Christopher CouchRSU2025-02-12——21,080—303,763
Jonathan BanasRSU2025-02-12——25,692—370,222
Christopher CouchPSU2025-02-125,27010,540—21,080151,881

Vehicle mix — grant-date fair value by award type

Named executive officerTime-vested (RSU)Performance-vested (PSU)Options / SARs% performance-vested
Jonathan Banas$370,222$185,111$033.3%
Patrick Clark303,763151,881033.3%
Jeffrey Edwards1,442,902721,451033.3%
Larry Ott187,96493,982033.3%
Christopher Couch303,763151,881033.3%

% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.

Outstanding equity awards at fiscal year-end 2025

ExecutiveAwardShares unvestedExercise priceMarket value unvested
Larry OttRSU4,324—$141,957
Christopher CouchRSU4,415—144,944
Larry OttPSU6,129—201,215
Christopher CouchPSU6,257—205,417
Christopher CouchPSU6,493—213,165
Patrick ClarkRSU6,826—224,098
Jonathan BanasRSU7,509—246,520
Larry OttRSU7,716—253,316
Patrick ClarkPSU9,676—317,663
Jonathan BanasPSU10,644—349,443
Larry OttPSU12,178—399,804
Patrick ClarkRSU12,469—409,357
Christopher CouchRSU12,469—409,357
Larry OttRSU13,043—428,202
Jonathan BanasRSU15,196—498,885
Larry OttPSU16,042—526,659
Larry OttRSU19,565—642,319
Patrick ClarkPSU20,082—659,292
Patrick ClarkRSU21,080—692,056
Christopher CouchRSU21,080—692,056
Jonathan BanasPSU22,090—725,215
Jonathan BanasRSU25,692—843,468
Patrick ClarkPSU25,926—851,151
Christopher CouchPSU25,926—851,151
Jonathan BanasPSU31,597—1,037,330
Patrick ClarkRSU31,621—1,038,117
Christopher CouchRSU31,621—1,038,117
Jeffrey EdwardsRSU34,585—1,135,426
Jonathan BanasRSU38,538—1,265,203
Jeffrey EdwardsPSU49,024—1,609,458
Jeffrey EdwardsRSU59,225—1,944,357
Jeffrey EdwardsRSU100,132—3,287,334
Jeffrey EdwardsPSU101,742—3,340,190
Jeffrey EdwardsPSU123,146—4,042,883
Jeffrey EdwardsRSU150,198—4,931,000
Director compensation
DirectorCash feesStock awardsOption awardsNon-equity incentiveAll otherTotal
David J. MastrocolaIndependent · Lead Independent Director · Compensation Committee$120,000$182,906———$302,906
Stephen A. Van OssIndependent · Audit Committee (Chair) · Compensation Committee110,000182,906———292,906
John G. BossIndependent · Compensation Committee (Chair)110,000182,906———292,906
Richard J. FreelandIndependent · Nominating and Corporate Governance Committee (Chair)110,000182,906———292,906
Robert J. RemenarIndependent · Audit Committee · Compensation Committee100,000182,906———282,906
Sonya F. SepahbanIndependent · Nominating and Corporate Governance Committee100,000182,906———282,906
Christine M. MooreIndependent · Audit Committee100,000182,906———282,906
Adriana E. Macouzet-FloresIndependent · Nominating and Corporate Governance100,000182,906———282,906
Thomas W. SidlikIndependent · Audit · Departed during FY37,3290———37,329
Jeffrey S. EdwardsEmployee director · Board Chair · Compensation—————0

Board fee structure and ownership guideline

Annual cash retainer$100,000
Annual equity retainer$120,000
Per board meeting fee—
Committee chair fees (audit / comp / nom-gov)10,000 / 10,000 / 10,000
Stock ownership guideline$500,000

Total cost of the board

ComponentFY2025
Cash retainers and fees$887,329
Equity awards (grant-date value)$1,463,248
All other compensation$0
Total cost of the board$2,350,577

Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.

Peer group, and who names Cooper-Standard as a peer

Companies that benchmark against CPS

10 companies name CPS as a compensation peer

The list of companies that name CPS as a peer is temporarily unavailable — recheck shortly.

Disclosed peer group — fiscal year 2025

The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.

Peer reciprocity

Of the companies Cooper-Standard Holdings Inc. names as compensation peers, which name it back in their own disclosed peer groups. A peer set the market reciprocates reads differently from one selected in a single direction.

Reciprocity shown where the peer’s own current proxy has been read — each mark is cited in the register to that peer’s filing. A dash means the peer’s current proxy was read and names no reciprocal group including Cooper-Standard Holdings Inc..

Chief executive pay against the peer group

Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company’s own proxy statement.

RankCompanyFYChief executiveSalaryStock awardsOption awardsNon-equity incentiveTotal
1Visteon Corp.2025Sachin Lawande$1,150,001$12,360,638$0$2,501,250$16,779,811
2Gentherm2025William Presley950,0007,804,91001,487,93812,966,927
3Dauch Corporation2025David Dauch1,268,7505,103,88904,607,05011,520,501
4Modine Manufacturing Co.2026Neil Brinker1,186,3466,120,022—2,793,08110,159,548
5Patrick Industries2025Andy Nemeth856,9233,900,0223,836,6931,441,62010,140,372
6LCI Industries2025Jason Lippert1,195,0006,221,62102,345,83810,093,861
7Greenbrier Companies2025Lorie Tekorius1,016,6674,535,53701,949,0727,706,230
8Trinity Industries2025E. Jean Savage1,000,0004,280,63502,136,0007,480,164
9Wabash National2025Brent Yeagy1,116,9234,315,5890205,8275,717,526
10Cooper-Standard Holdings Inc.2025Jeffrey Edwards1,040,0002,164,35301,707,2645,179,179
11Manitowoc2025Aaron Ravenscroft1,005,3853,184,4070785,2555,052,437
12Commercial Vehicle Group2025James Ray879,2313,059,120003,949,428
13Stoneridge2025James Zizelman900,0002,256,6210405,0003,593,069

Each peer’s compensation is from its most recently filed proxy; fiscal years differ by company. Each peer’s figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.

Incentive design against the same peers

CompanyAnnual incentive payoutLong-term vehicle mixPSU measures include TSRCompensation consultant
Cooper-Standard Holdings Inc.not disclosedPRSU 60 · RSU 40not disclosedFW Cook
Commercial Vehicle Groupnot disclosednot disclosednot disclosedMeridian Compensation Partners, LLC
Dauch Corporationnot disclosedRSU 40 · PSU 30 · PRSU 30not disclosedMeridian Compensation Partners LLC
Genthermnot disclosedPSU 70 · RSU 30NoMeridian
Greenbrier Companiesnot disclosednot disclosednot disclosedMercer
LCI Industriesnot disclosednot disclosednot disclosedWillis Towers Watson
Manitowocnot disclosedPSU 50 · RSU 50not disclosedWillis Towers Watson (WTW)
Modine Manufacturing Co.not disclosedPSU 80 · RSU 20not disclosedMeridian Compensation Partners LLC
Patrick Industriesnot disclosedPRSU 80 · RSU 20not disclosedWillis Towers Watson
Stoneridge45%PSU 55 · RSU 45Yes — Total Shareholder Return (TSR)Meridian Compensation Partners
Trinity Industriesnot disclosedPSU 60 · RSU 40not disclosedMeridian Compensation Partners, LLC
Visteon Corp.145%PSU 60 · RSU 40Yes — Relative Total Shareholder Return (rTSR)FW Cook
Wabash Nationalnot disclosedRSU 50 · PSU 50not disclosedFrederic W. Cook & Co., Inc.

Read from each company’s Compensation Discussion and Analysis: annual incentive payout as a percentage of target, the disclosed long-term vehicle mix, whether performance-share measures include a total shareholder return component, and the retained compensation consultant. “Not disclosed” appears only where the company’s filing does not state the item.

Say-on-pay history and pay ratio
Meeting yearMeeting dateForAgainstAbstainSupportOutcome
20262026-05-149,724,429256,127109,23497.43%Passed
20252025-05-155,181,2803,011,744252,39063.24%Passed
20242024-05-168,824,151725,800270,35392.4%Passed
20232023-05-189,250,677493,138350,93794.94%Passed
20222022-05-1913,270,964326,408343,09397.6%Passed
20212021-05-2014,613,352689,81123,11095.49%Passed

Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year’s compensation.

Say-on-pay — history, company’s computation

Meeting yearMeeting dateApproval — company’s computation
20262026-05-1497.43%a
20252025-05-1563.24%b
20242024-05-1692.4%c

a. Approved under the standard stated in the filing — “Abstentions and broker non-votes are not counted as votes FOR or AGAINST the proposal, and will therefore have no effect on such vote.”.

b. Approved under the standard stated in the filing — “Abstentions and broker non-votes are not counted as votes FOR or AGAINST the proposal, and will therefore have no effect on such vote.”.

c. Approved under the standard stated in the filing — “Abstentions and broker non-votes are not counted as votes FOR or AGAINST the proposal, and will therefore have no effect on such vote.”.

Approval percentages are the company’s own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.

CEO pay ratio

Ratio (CEO : median employee)156 : 1
CEO total compensation—
Median employee compensation$14,383
Insider trades since the proxy

No insider equity transactions reported since the proxy statement.

Sources (57 citations)

Each figure is listed with the filing it comes from, where it appears in that filing, and the value as printed. Any figure can be independently confirmed against the source.

  • Section 01, Jeffrey Edwards. DEF 14A, filed 2026-04-02. Section “Executive Compensation”. As printed: 5,179,179. View filing ↗
  • Section 01, Jonathan Banas. DEF 14A, filed 2026-04-02. Section “Executive Compensation”. As printed: 1,826,971. View filing ↗
  • Section 01, Christopher Couch. DEF 14A, filed 2026-04-02. Section “Executive Compensation”. As printed: 1,623,061. View filing ↗
  • Section 01, Patrick Clark. DEF 14A, filed 2026-04-02. Section “Executive Compensation”. As printed: 1,622,933. View filing ↗
  • Section 01, Larry Ott. DEF 14A, filed 2026-04-02. Section “Executive Compensation”. As printed: 1,302,179. View filing ↗
  • Section 03, Jonathan Banas PSU. DEF 14A, filed 2026-04-02. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
  • Section 03, Patrick Clark PSU. DEF 14A, filed 2026-04-02. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
  • Section 03, Jeffrey Edwards PSU. DEF 14A, filed 2026-04-02. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
  • Section 03, Jeffrey Edwards RSU. DEF 14A, filed 2026-04-02. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
  • Section 03, Larry Ott PSU. DEF 14A, filed 2026-04-02. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
  • Section 03, Larry Ott RSU. DEF 14A, filed 2026-04-02. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
  • Section 03, Patrick Clark RSU. DEF 14A, filed 2026-04-02. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
  • Section 03, Christopher Couch RSU. DEF 14A, filed 2026-04-02. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
  • Section 03, Jonathan Banas RSU. DEF 14A, filed 2026-04-02. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
  • Section 03, Christopher Couch PSU. DEF 14A, filed 2026-04-02. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
  • Section 07, pay ratio. DEF 14A, filed 2023-04-06. Section “CEO Pay Ratio”. As printed: 156 : 1. View filing ↗
  • Section 08, David J. Mastrocola. DEF 14A, filed 2026-04-02. Section “Director Compensation”. As printed: 302,906. View filing ↗
  • Section 08, Stephen A. Van Oss. DEF 14A, filed 2026-04-02. Section “Director Compensation”. As printed: 292,906. View filing ↗
  • Section 08, John G. Boss. DEF 14A, filed 2026-04-02. Section “Director Compensation”. As printed: 292,906. View filing ↗
  • Section 08, Richard J. Freeland. DEF 14A, filed 2026-04-02. Section “Director Compensation”. As printed: 292,906. View filing ↗
  • Section 08, Robert J. Remenar. DEF 14A, filed 2026-04-02. Section “Director Compensation”. As printed: 282,906. View filing ↗
  • Section 08, Sonya F. Sepahban. DEF 14A, filed 2026-04-02. Section “Director Compensation”. As printed: 282,906. View filing ↗
  • Section 08, Christine M. Moore. DEF 14A, filed 2026-04-02. Section “Director Compensation”. As printed: 282,906. View filing ↗
  • Section 08, Adriana E. Macouzet-Flores. DEF 14A, filed 2026-04-02. Section “Director Compensation”. As printed: 282,906. View filing ↗
  • Section 08, Thomas W. Sidlik. DEF 14A, filed 2026-04-02. Section “Director Compensation”. As printed: 37,329. View filing ↗
  • Section 08, Jeffrey S. Edwards. DEF 14A, filed 2026-04-02. Section “Director Compensation”. As printed: 0. View filing ↗
  • Section 06, 2026 vote. Form 8-K, filed 2026-05-15. Item 5.07 · say-on-pay result. As reported: 97.43% (votes for as printed: 9,724,429). View filing ↗
  • Section 06, 2025 vote. Form 8-K, filed 2025-05-15. Item 5.07 · say-on-pay result. As reported: 63.24% (votes for as printed: 5,181,280). View filing ↗
  • Section 06, 2024 vote. Form 8-K, filed 2024-05-20. Item 5.07 · say-on-pay result. As reported: 92.4% (votes for as printed: 8,824,151). View filing ↗
  • Section 01 trend, Δ column (computed). Computed. Δ = current-FY total − prior-FY total per named officer.
  • Section 03b vehicle mix (computed). Computed. RSU / PSU / Options grant-date fair values summed per officer from the grants table; % performance-vested = PSU ÷ (RSU+PSU+Options).
  • Section 09b board cost (computed). Computed. Cash 887,329 + equity 1,463,248 + all other 0 = 2,350,577, summed across the director compensation table rows.
  • Visteon Corp., Section 10b CEO total. DEF 14A, filed 2026-04-28. CEO total compensation as printed in Visteon Corp.'s own proxy. As printed: 16,779,811. View filing ↗
  • Gentherm, Section 10b CEO total. DEF 14A, filed 2026-04-01. CEO total compensation as printed in Gentherm's own proxy. As printed: 12,966,927. View filing ↗
  • Dauch Corporation, Section 10b CEO total. DEF 14A, filed 2026-03-19. CEO total compensation as printed in Dauch Corporation's own proxy. As printed: 11,520,501. View filing ↗
  • Modine Manufacturing Co., Section 10b CEO total. DEF 14A, filed 2026-07-10. CEO total compensation as printed in Modine Manufacturing Co.'s own proxy. As printed: 10,159,548. View filing ↗
  • Patrick Industries, Section 10b CEO total. DEF 14A, filed 2026-03-30. CEO total compensation as printed in Patrick Industries's own proxy. As printed: 10,140,372. View filing ↗
  • LCI Industries, Section 10b CEO total. DEF 14A, filed 2026-03-27. CEO total compensation as printed in LCI Industries's own proxy. As printed: 10,093,861. View filing ↗
  • Greenbrier Companies, Section 10b CEO total. DEF 14A, filed 2025-11-17. CEO total compensation as printed in Greenbrier Companies's own proxy. As printed: 7,706,230. View filing ↗
  • Trinity Industries, Section 10b CEO total. DEF 14A, filed 2026-04-09. CEO total compensation as printed in Trinity Industries's own proxy. As printed: 7,480,164. View filing ↗
  • Wabash National, Section 10b CEO total. DEF 14A, filed 2026-03-31. CEO total compensation as printed in Wabash National's own proxy. As printed: 5,717,526. View filing ↗
  • Cooper-Standard Holdings Inc. (subject), Section 10b CEO total. DEF 14A, filed 2026-04-02. CEO total compensation as printed in Cooper-Standard Holdings Inc.'s own proxy. As printed: 5,179,179. View filing ↗
  • Manitowoc, Section 10b CEO total. DEF 14A, filed 2026-03-20. CEO total compensation as printed in Manitowoc's own proxy. As printed: 5,052,437. View filing ↗
  • Commercial Vehicle Group, Section 10b CEO total. DEF 14A, filed 2026-04-27. CEO total compensation as printed in Commercial Vehicle Group's own proxy. As printed: 3,949,428. View filing ↗
  • Stoneridge, Section 10b CEO total. DEF 14A, filed 2026-04-09. CEO total compensation as printed in Stoneridge's own proxy. As printed: 3,593,069. View filing ↗
  • Section 10a, Greenbrier Companies reciprocity. DEF 14A. Greenbrier Companies's most recent proxy was read; its disclosed peer group does not include Cooper-Standard Holdings Inc.. View filing ↗
  • Section 10a, Commercial Vehicle Group reciprocity. DEF 14A. Commercial Vehicle Group names Cooper-Standard Holdings Inc. in its own disclosed peer group (read from its most recent proxy). View filing ↗
  • Section 10a, Stoneridge reciprocity. DEF 14A. Stoneridge names Cooper-Standard Holdings Inc. in its own disclosed peer group (read from its most recent proxy). View filing ↗
  • Section 10a, Patrick Industries reciprocity. DEF 14A. Patrick Industries's most recent proxy was read; its disclosed peer group does not include Cooper-Standard Holdings Inc.. View filing ↗
  • Section 10a, Dauch Corporation reciprocity. DEF 14A. Dauch Corporation names Cooper-Standard Holdings Inc. in its own disclosed peer group (read from its most recent proxy). View filing ↗
  • Section 10a, Wabash National reciprocity. DEF 14A. Wabash National names Cooper-Standard Holdings Inc. in its own disclosed peer group (read from its most recent proxy). View filing ↗
  • Section 10a, Gentherm reciprocity. DEF 14A. Gentherm's most recent proxy was read; its disclosed peer group does not include Cooper-Standard Holdings Inc.. View filing ↗
  • Section 10a, Visteon Corp. reciprocity. DEF 14A. Visteon Corp. names Cooper-Standard Holdings Inc. in its own disclosed peer group (read from its most recent proxy). View filing ↗
  • Section 10a, Manitowoc reciprocity. DEF 14A. Manitowoc's most recent proxy was read; its disclosed peer group does not include Cooper-Standard Holdings Inc.. View filing ↗
  • Section 10a, Modine Manufacturing Co. reciprocity. DEF 14A. Modine Manufacturing Co.'s most recent proxy was read; its disclosed peer group does not include Cooper-Standard Holdings Inc.. View filing ↗
  • Section 10a, Trinity Industries reciprocity. DEF 14A. Trinity Industries's most recent proxy was read; its disclosed peer group does not include Cooper-Standard Holdings Inc.. View filing ↗
  • Section 10a, LCI Industries reciprocity. DEF 14A. LCI Industries's most recent proxy was read; its disclosed peer group does not include Cooper-Standard Holdings Inc.. View filing ↗
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