Cooper-Standard (CPS) Proxy Filing summary

Executive summary

• Achieved a 52% increase in operating income and improved profit margins in 2024 despite a 3% sales decline, driven by operational efficiencies and cost reductions.

• Recognized for world-class safety (0.30 incident rate), product quality (97% green scorecards), and innovation, earning multiple industry awards.

• Implemented a streamlined, product-focused organizational structure in early 2024, resulting in significant operational improvements.

• Maintained strong ESG performance, named to Newsweek's Most Responsible Companies for the sixth consecutive year.

Voting matters and shareholder proposals

• Shareholders will vote on: election of nine directors for a one-year term, advisory vote on executive compensation, ratification of Ernst & Young LLP as auditor, and approval of the amended and restated 2021 Omnibus Incentive Plan.

• Board recommends voting FOR all proposals.

• Only holders of common stock as of March 21, 2025, are eligible to vote; 17,548,147 shares outstanding.

• Shareholders can submit questions before or during the virtual meeting.

Board of directors and corporate governance

• Eight of nine director nominees are independent; board has an independent lead director.

• Board committees (Audit, Compensation, Nominating & Governance) are fully independent.

• Board conducts annual self-evaluations and maintains minimum stock ownership requirements for directors.

• Board met eight times in 2024, with 96% average attendance; all directors attended at least 75% of meetings.

• Board skills include industry, finance, M&A, international business, engineering, innovation, cybersecurity, and ESG.