Business Context and Reporting Period
This Form 8-K Current Report was filed by Cooper-Standard Holdings Inc. on June 7, 2017. The filing discloses significant changes in executive leadership, specifically the departure of the Chief Financial Officer and the appointment of a successor, along with associated compensation adjustments.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on personnel changes and executive compensation arrangements.
Material Changes
The primary material change reported is the restructuring of the company's financial leadership effective June 7, 2017:
- Departure: Matthew Hardt resigned as Executive Vice President and Chief Financial Officer to pursue another opportunity.
- Appointments: Jonathan P. Banas was appointed Executive Vice President and Chief Financial Officer. Peter C. Brusate was appointed Vice President, Corporate Controller, and Chief Accounting Officer.
- Transition: Mr. Hardt will remain as a non-executive employee providing transition services through September 30, 2017.
Management Commentary and Compensation Details
The Compensation Committee approved specific compensation actions for the new appointees and the departing officer:
- Jonathan P. Banas (New CFO):
- Base salary increased from $290,000 to $400,000 annually.
- 2017 Annual Incentive Award target increased from 40% to 65% of base salary.
- Long-Term Incentive Program value increased from $151,000 to $500,000, including a one-time equity grant valued at $350,000.
- Peter C. Brusate (New Controller):
- Base salary increased from $235,000 to $290,000 annually.
- 2017 Annual Incentive Award target increased from 35% to 40% of base salary.
- Matthew Hardt (Outgoing CFO):
- Will receive current compensation and benefits during the transition period.
- Is no longer eligible for annual bonus compensation under the Annual Incentive Plan or Long-Term Incentive Plan.
The filing states there are no family relationships between the new officers and any directors or executive officers, and no material interests in transactions requiring disclosure under Item 404(a) of Regulation S-K.
Investor Verification Checklist
- Verify the effective date of Jonathan P. Banas's tenure as CFO (June 7, 2017).
- Confirm the total value of the one-time equity grant awarded to Mr. Banas ($350,000).
- Review the transition timeline for Matthew Hardt, concluding on September 30, 2017.
- Check subsequent filings for any changes to the company's financial guidance resulting from this leadership transition.