UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

Filed by the Registrant  ¨                            Filed by a party other than the Registrant  ¨

Check the appropriate box:

Cooper-Standard Holdings Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than The Registrant)

Payment of Filing Fee (Check the appropriate box):

April 8, 201410, 2015

Dear Cooper-StandardCooper Standard Stockholder:

On behalf of the Board of Directors of Cooper-Standard Holdings Inc. (“Cooper-Standard”Cooper Standard” or the “Company”), you are cordially invited to attend the 20142015 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on May 8, 2014,7, 2015, at 9:00 a.m. (Eastern Time) at the Hyatt Regency Greenville, 220 North MainOmni Berkshire Place, 21 East 52nd Street, Greenville, South Carolina 29601.New York, New York 10022.

The attached proxy statement provides you with detailed information about the Annual Meeting. We encourage you to read the entire proxy statement carefully. You may also obtain more information about Cooper-StandardCooper Standard from documents we have filed with the Securities and Exchange Commission.

You are being asked at the Annual Meeting to elect the directors of the Company for a one-year term, to vote on an advisory, non-binding proposal to approve the Company’s executive compensation, to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2014,2015, and to transact any other business properly brought before the meeting.

Whether or not you plan to attend the Annual Meeting, your vote is important, and we encourage you to vote promptly. You may vote your shares via a toll-free telephone number, over the Internet or by completing, dating, signing and returning your proxy card, as described in the attached proxy statement and proxy card.

Thank you in advance for your cooperation and continued support.

Sincerely,

Meeting Notice

Proxy Statement

Cooper-Standard Holdings Inc.

39550 Orchard Hill Place

Novi, Michigan 48375

20142015 ANNUAL MEETING OF THE STOCKHOLDERS

Meeting Notice

WHERE

Hyatt Regency GreenvilleOmni Berkshire Place

220 North Main21 East 52nd Street

Greenville, South Carolina 29601New York, New York 10022

WHEN

Thursday, May 8, 20147, 2015 at

9:00 a.m. Eastern Time

WHY

RECORD DATE:The close of business on March 27, 2014.30, 2015.

You will find more information on the matters to be voted on at the meeting in the attached proxy statement. If you are a stockholder of record, you may vote by mail, by toll-free telephone number, by using the Internet or in person at the meeting.

Your vote is important! We strongly encourage you to exercise your right to vote as a stockholder. Please sign, date and return the enclosed proxy card in the envelope provided, call the toll-free number or log on to the Internet - even if you plan to attend the meeting. You may revoke your proxy at any time before it is voted.

You will find instructions on how to vote on page 6 of the attached proxy statement. As long as you were a stockholder on March 27, 2014,30, 2015, you are invited to attend the meeting or to send a representative. Please note that only persons with evidence of stock ownership or who are guests of the Company will be admitted to the meeting.

By Order of the Board of Directors

Aleksandra A. Miziolek

Senior Vice President, General Counsel & Secretary

April 8, 201410, 2015

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting To Beto be Held on May 8, 2014:7, 2015:

This meeting notice, the 20142015 proxy statement and our 20132014 annual report on Form 10-K for the fiscal year ended December 31, 2013,2014, and any amendments or supplements to the foregoing material that is required to be furnished to stockholders are available on our website atwww.cooperstandard.com/investor_home.php.

20142015 ANNUAL MEETING OF STOCKHOLDERS

Proxy Statement

April 8, 201410, 2015

Contents

This proxy statement is issued by Cooper-Standard Holdings Inc. in connection with the 20142015 Annual Meeting of Stockholders scheduled for May 8, 2014.7, 2015. This proxy statement and accompanying proxy card are first being mailed to stockholders on or about April 8, 2014.10, 2015.

i

2014 ANNUAL MEETING OF STOCKHOLDERSProposals

Proposals

Proposal 1: Election of Directors

Upon the recommendation of our Governance Committee, the Board of Directors of the Company has nominated the seveneight individuals listed below to stand for election to the Board for a one-year term ending at the annual meeting of stockholders in 20152016 or until their successors, if any, are elected or appointed, or until earlier resignation, removal, or death. All of these nominees have consented to being named in this proxy statement and to serve if elected. Messrs. Way and Jutte are not nominated for reelection to the Board and, accordingly, their terms as directors will end at the Annual Meeting.

The names of the nominees, along with their present positions, their principal occupations, directorships held with other public corporations currently and during the past five years, their ages, and the year first elected as a director are set forth below. Certain individual qualifications, experiences and skills of our directorsnominees that contribute to the Board’s effectiveness as a whole are also described below.

Jeffrey S. Edwards		Director of the Company since October 2012 and Chairman of the Board since May 2013. Mr. Edwards has served as our Chief Executive Officer since October 2012 and served as our President from October 2012 to May 2013. Previously, Mr. Edwards served in positions of increasing responsibility at Johnson Controls, Inc., a global diversified technology and industrial company. He led the Automotive Experience Asia Group of Johnson Controls, serving as Corporate Vice President, Group Vice Presidentcorporate vice president, group vice president and General Manager,general manager from 2004 to 2012. Mr. Edwards served as Johnson Controls’ Group Vice Presidentgroup vice president and General Managergeneral manager for Automotive Experience North America from 2002 to 2004. He completed an executive training program at INSEAD and earned a B.S.Bachelor of Science from Clarion University.   Qualifications: Mr. Edwards has substantial leadership experience in the automotive industry, having held key executive positions in his 28 years with Johnson Controls, Inc., in addition to his service as the Company’s Chairman and Chief Executive Officer.   Current Directorships: None.Standex International Corp.   Former Directorships: None.None   Age: 5152
Larry J. Jutte Sean O. Mahoney		DirectorNominated to the Board in April 2015. Mr. Mahoney is a private investor with over two decades of experience in investment banking and finance. Mr. Mahoney spent 17 years in investment banking at Goldman, Sachs & Co., where he was a partner and the head of the Company since May 2010.Financial Sponsors Group, followed by four years at Deutsche Bank Securities where he served as vice chairman, global banking. During his banking career, Mr. JutteMahoney acted as an advisor to companies across a broad range of industries and product areas. In addition to his other investment and director activities, Mr. Mahoney also currently serves as a member of both the Governance Committee and the Compensation Committee of our Board of Directors. Mr. Jutte previously served as Senior Vice President at Honda of America Manufacturing, Inc., a manufacturer of automobiles and light trucks,consultant to Silver Point Capital. He earned his graduate degree from 2001 until 2009 andOxford University, where he was a memberRhodes Scholar, and his undergraduate degree from the University of the board of directors. Mr. Jutte held various management and engineering positions at Honda beginning in 1985, including vice president and plant manager. Mr. Jutte has served as Managing Member of Auld Technologies LLC, a global supplier of decorative products, labels, coatings and other products, since February 2009 and has served as President and COO of Ernie Green Industries Inc., a manufacturer of wheel covers and other automotive trim parts, since March 2010.Chicago.   Qualifications: Mr. JutteMahoney has a depth of expertise in capital markets and business strategy. He also has extensive experience in automotive operationsstructuring and engineering, having held a number of leadership positions with Honda of America Manufacturing. Heexecuting financing transactions, and mergers and acquisitions. Additionally, Mr. Mahoney has specific expertise in product procurementpublic company directorship and in energy-efficient, “green” manufacturing operations.committee experience.   Current Directorships: The Ohio State University Center for International Business EducationDelphi Automotive PLC and Research, and the Koenig Equipment Co.post-bankruptcy Lehman Brothers Holdings Inc.   Former Directorships:Directorships Honda of America Manufacturing, Inc.: None   Age:Age 57: 52

Jeffrey E. Kirt		Director of the Company since May 2011. Mr. Kirt also serves as a member of both the Audit Committee and the Compensation Committee of our Board of Directors. Mr. Kirt is a partner of Oak Hill Advisors, L.P., an investment management firm, a position he has held since 2002. Mr. Kirt has responsibility for investment research and analysis in several sectors, including aerospace, automotive, defense, financial and transportation. In addition, Mr. Kirt has responsibility for the origination and execution of distressed debt and equity transactions. Mr. Kirt previously worked in the Leverage Finance and High Yield Capital Markets groups at UBS and the High Yield Capital Markets groups at USBancorp Libra. He earned a B.A., with distinction, from Yale University. Qualifications:Mr. Kirt has substantial experience in investment research and analysis. He has expertise in corporate financings, equity transactions and corporate restructurings with specific experience in the automotive sector. Current Directorships: Capital Bank Financial Corp. and DGH Industrial Holdings, Ltd. Former Directorships: Avolon Aerospace, Ltd. Age: 41
David J. Mastrocola		Director of the Company since May 2010, Lead Director since January 2011. Mr. Mastrocola also serves as chairman of the Governance Committee of our Board of Directors. Mr. Mastrocola was a partner and Managing Directormanaging director of Goldman, Sachs & Co., a global investment banking, securities and investment management firm, where he worked from 1987 until his retirement in 2009. During that period, Mr. Mastrocola held a number of senior management positions in the Investment Banking Division, including heading or co-heading the corporate finance, mergers/strategic advisory and industrials/natural resources departments. Mr. Mastrocola also served as a member of Goldman, Sachs & Co.’s firmwide capital and commitments committees. From 1983 to 1985, Mr. Mastrocola was a senior auditor at Arthur Andersen & Co. Mr. Mastrocola currently serves as a trustee for Save the Children Federation, Inc.Co-Founder and Advisory Chairman of Pleasant Lake Partners LLC.   Qualifications: Mr. Mastrocola has extensive and varied expertise in corporate finance and mergers and acquisitions, having served in a number of senior management positions in the Investment Banking Division of Goldman, Sachs & Co. He also brings substantial experience in corporate accounting, having served as a senior auditor at Arthur Andersen & Co.   Current Directorships: NoneFamous Dave’s of America, Inc.   Former Directorships: None   Age: 5253
Justin E. Mirro		Nominated to the Board in April 2015. Mr. Mirro is an operating partner at Wynnchurch Capital, Ltd. Mr. Mirro joined Wynnchurch in March 2015 as an advisor in the investment development group. He is the founder and president of Kensington Capital Partners LLC since January 2015. Mr. Mirro has over 19 years of automotive investment banking experience, most recently as a managing director and head of automotive investment banking at RBC Capital Markets from June 2011 to December 2014. Prior to that, Mr. Mirro was head of automotive investment banking at Moelis & Company from August 2008 to May 2011, and he was also head of North American automotive investment banking at Jefferies & Company from March 2005 to July 2008. Prior to his investment banking career, Mr. Mirro worked as an engineer for General Motors and Toyota. Mr. Mirro earned his Masters of Business Administration from New York University, Leonard N. Stern School of Business, and his undergraduate degree from The University of Michigan, College of Engineering. Qualifications:Mr. Mirro has extensive experience in investment banking and mergers and acquisitions, particularly in the automotive segment. Current Directorships: None Former Directorships: None Age: 46

Robert J. Remenar		Nominated to the Board in April 2015. Mr. Remenar served as the president and chief executive officer of Chassix Inc. from July 2012 to June 2014, and from December 2010 to June 2012 he served as the president and chief executive officer of Nexteer Automotive. From April 2002 to November 2012, Mr. Remenar served as the president of Delphi Steering/Nexteer Automotive. Mr. Remenar held diverse executive positions within Delphi Corporation since 1998 and several executive and managerial positions within General Motors since 1985. Mr. Remenar earned his Masters of Business and Professional Accountancy from Walsh College and his undergraduate degree from Central Michigan University. Qualifications: Mr. Remenar has extensive management and leadership experience, specifically in the automotive industry. Mr. Remenar has relationships with automotive customers, suppliers and capital markets. Current Directorships: PKC Group Plc Former Directorships: None Age: 59
Thomas W. Sidlik		Director of the Company since January 2014. Mr. Sidlik also serves as Chairman of the Governance Committee and as a member of both the Audit Committee and the Governance Committee of our Board of Directors. In 2007, Mr. Sidlik retired from the DaimlerChrysler AG Board of Management in Germany after a 34 year34-year career in the automotive industry. He previously served as Chairmanchairman and CEO of Chrysler Financial Corporation, Chairmanchairman of the Michigan Minority Business Development Council and Vice Chairmanvice chairman of the National Minority Supplier Development Council. Mr. Sidlik has servedbeen on the Boardsboard of Directorsdirectors of Delphi Automotive PLC and DPH Holdings CorporationDelphi Automotive LLP since 2009. He alsoPreviously he served on the Board of Regents of Eastern Michigan University, where he served as Vice Chairmanvice chairman and Chairmanchairman of the Board.board.   Qualifications: Mr. Sidlik’s extensive experience in the automotive industry provides the boardBoard with strategic, management and industry expertise.   Current Directorships: Delphi Automotive PLC and DPH Holdings Corporation.   Former Directorships: NoneChrysler Financial Corporation   Age: 6465

Stephen A. Van Oss		Director of the Company since August 2008. Mr. Van Oss also serves as chairmanChairman of the Audit Committee and as a member of the Governance Committee of our Board of Directors. Mr. Van Oss is Senior Vice Presidentthe senior vice president and Chief Operating Officerchief operating officer of WESCO International, Inc., a leading distributor of electrical construction and industrial maintenance products, a position he has held since September 2009. He has served as a director of WESCO since 2008. From 2004 to September 2009, Mr. Van Oss served as Senior Vice Presidentsenior vice president and Chief Financialchief financial and Administrative Officeradministrative officer of WESCO. From 2000 to 2004, he served as Vice Presidentvice president and Chief Financial Officerchief financial officer of WESCO. He served as WESCO’s Director, Information Technologydirector, information technology from 1997 to 2000 and as its Director, Acquisition Managementdirector, acquisition management in 1997. He serves as a trustee of Robert Morris University and chairs its finance committee and is a member of its governance committee.   Qualifications: Mr. Van Oss has substantial leadership experience in business operations and finance, having served as both Chief Operating Officerchief operating officer and Chief Financialchief financial and Administrative Officeradministrative officer of WESCO International, Inc. He has expertise in distribution and in information technology, having served as WESCO’s Director, Information Technology.director, information technology.   Current Directorships: WESCO International, Inc.   Former Directorships:Directorships: William Scotsman International, Inc.   Age:59
Kenneth L. Way		Director of the Company since December 2004. Mr. Way also serves as chairman of the Compensation Committee and as a member of the Audit Committee of our Board of Directors. Mr. Way served as the Chairman of the board of directors of Lear Corporation from 1988 through 2002 and as its Chief Executive Officer from 1988 to 2000. Mr. Way had been affiliated with Lear Corporation and its predecessor companies for 37 years in various engineering, manufacturing and general management capacities. Qualifications: Mr. Way has a depth of chief executive and Board leadership experience, having served as Chairman and Chief Executive Officer of Lear Corporation for many years. He has extensive knowledge of the automotive industry. Current Directorships: CMS Energy Corporation Former Directorships: Lear Corporation, Comerica Bank, and WESCO International, Inc. Age: 7460

The Board of Directors recommends that stockholders vote FOR each of our nominees.

Election of the nominees for the seveneight director positions requires the affirmative vote of a plurality of all votes cast at the Annual Meeting. This means that the director nominee with the most votes for a particular seat is elected for that seat. Votes “withheld” from one or more director nominees therefore will have no effect on the outcome of the vote with respect to the election of directors.

If any nominee does not stand for election, proxies voting for that nominee may be voted for a substitute nominee selected by the Board. The Board may also choose to reduce the number of directors to be elected at the meeting.

In 2013,2014, the Board met 98 times. Each director of the Company in office during 20132014 was present for at least 75% of the total number of meetings of the Board and those committees of which the director was a member during the period he served as a director.

Proposal 2: Advisory Vote on Executive Compensation

Pursuant to Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we are providing stockholders with a vote to approve, on an advisory, non-binding basis, the compensation of our named executive officers as disclosed in this proxy statement in accordance with Securities and Exchange Commission (“SEC”) rules. The advisory vote to approve executive compensation described in this proposal is commonly referred to as a “say-on-pay vote.” Based on the voting results from the 2011 annual meeting with respect to the frequency of future say-on-pay votes, the Board has decided to include a say-on-pay vote in our proxy statement every three years until the next required advisory vote on the frequency of future say-on-pay votes.

As disclosed in the Compensation Discussion and Analysis, the Company believes that its executive compensation program is reasonable, competitive and strongly focused on pay-for-performance principles. The goals of the Company’s executive compensation program are to:

Consistent with these goals and as disclosed in the Compensation Discussion and Analysis, the Compensation Committee has developed and approved an executive compensation philosophy to provide a framework for the Company’s executive compensation program featuring the following policies and practices:

This proposal gives our stockholders the opportunity to express their views on the overall compensation of our named executive officers and the philosophy, policies and practices described in this proxy statement. For the reasons discussed above, we are asking our stockholders to indicate their support for our named executive officer compensation by voting FOR the following resolution at the Annual Meeting:

“RESOLVED, that the Company’s stockholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed in this proxy statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the Summary Compensation Table and the other related tables and disclosure in this proxy statement.”

Approval of this advisory proposal requires the affirmative vote of a majority of the votes cast by the stockholders present in person or represented by proxy at the Annual Meeting and entitled to vote. Abstentions and broker non-votes are not counted as votes “FOR” or “AGAINST” the proposal, and will therefore have no effect on such vote. The say-on-pay vote is an advisory vote only, and therefore it will not bind the Company or our Board of Directors. However, the Board of Directors and the Compensation Committee will consider the voting results as appropriate when making future decisions regarding executive compensation.

The Board of Directors recommends a vote FOR the approval of the advisory resolution relating to the compensation of our named executive officers as disclosed in this proxy statement.

Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm

Proposal 32 is the ratification of the Audit Committee’s appointment of Ernst & Young LLP as the independent registered public accounting firm to audit the financial statements of the Company for fiscal year 2014.2015. In the event the stockholders fail to ratify the appointment, the Audit Committee will reconsider this appointment. The Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if the Audit Committee determines that such a change would be in the Company’s and its stockholders’ best interests. Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting. They are expected to be available to respond to your questions and may make a statement if they desire.

Ratification of the Audit Committee’s appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 20142015 requires the affirmative vote of a majority of the votes cast by the stockholders present in person or represented by proxy at the Annual Meeting and entitled to vote. Abstentions are not counted as votes FOR or AGAINST ratification, and will therefore have no effect on such vote.

The Board of Directors and the Audit Committee recommend that the stockholders vote FOR the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2014.2015.

Your Proxy Vote

Voting Instructions

You are entitled to one vote on each proposal for each share of the Company’s common stock that you own as of the record date, March 27, 2014.30, 2015. As of the record date, there were 16,949,74517,081,158 shares of common stock outstanding. Each outstanding share is entitled to one vote on each proposal. Below are instructions on how to vote, as well as information on your rights as a stockholder as they relate to voting. Some of the instructions vary depending on how your stock is held. It is important to follow the instructions that apply to your situation.

If your shares are registered in your name, you may vote using the enclosed proxy card, by calling the toll-free number listed on your proxy card, or by logging on to the website listed on your proxy card and following the simple instructions provided. The telephone and Internet voting procedures are designed to allow you to vote your shares and to confirm that your instructions have been properly recorded consistent with applicable law. Please see your proxy card for specific instructions. Stockholders who wish to vote over the Internet should be aware that there may be costs associated with electronic access, such as usage charges from Internet access providers and telephone companies, and that there may be some risk a stockholder’s vote might not be properly recorded or counted because of an unanticipated electronic malfunction. Voting by telephone and the Internet will be closed at 11:59 p.m. Eastern Time on May 7, 2014.6, 2015.

If your shares are held in “street name,” you should give instructions to your broker on how to vote your shares. If you do not provide voting instructions to your broker, your broker has discretion to vote those shares only on matters that are routine. However, aA broker cannot vote shares on non-routine matters without your instructions. This is referred to as a “broker non-vote.”

If you plan to attend the meeting and vote in person, your instructions depend on how your shares are held:

Remember that attendance at the meeting will be limited to stockholders as of the record date with photo identification and an admission ticket or evidence of their share ownership and guests of the Company.

If your shares are registered in your name, you may revoke your proxy at any time before it is exercised. There are several ways you can do this:

If your shares are held in street name, you must contact your broker to revoke your proxy.

In tallying the results of the voting, the Company will count all properly executed and unrevoked proxies that have been received in time for the Annual Meeting. To hold a meeting of stockholders, a quorum of the shares (which

(which is a majority of the shares outstanding and entitled to vote) is required to be represented either in person or by proxy at the meeting. Abstentions and broker non-votes are counted in determining whether a quorum is present for the meeting.

Voting Rules

When voting to elect directors, you have two options:

When voting on the advisory proposal to approve the Company’s 2013 executive compensation as described in this proxy statement, you have three options:

When voting to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2014,2015, you have three options:

If you return your proxy card with no votes marked, your shares will be voted as follows:

Broker non-votes occur when a broker lacks discretionary authority to vote on a proposal and the beneficial owner has not provided an indication as to how to vote. We will treat broker non-votes as present to determine whether or not there is a quorum at the Annual Meeting, but they will not be treated as votes with respect to the proposals, if any, for which the broker indicates it does not have discretionary authority. This means that broker non-votes will not have any effect on whether any such proposal passes. We expect the proposal to ratify the appointment of Ernst & Young as our independent registered public accounting firm for 20142015 to be the only routine matter being voted on at the Annual Meeting and, therefore, expect that brokers will be able to vote on that proposal in their discretion if you have not provided voting instructions.

The Company actively solicits proxy participation. All costs of this solicitation will be borne by the Company. The Company has hired Broadridge, 51 Mercedes Way, Edgewood, New York 11717, to help solicit proxies and has agreed to pay them $13,000$16,000 plus out-of-pocket expenses for this service, subject to adjustment under certain circumstances. In addition, our officers, directors and employees may solicit proxies in person or by telephone, facsimile or other means of communication but they will not receive any additional compensation in connection with such solicitation. The Company also encourages banks, brokers and other custodian nominees and fiduciaries to supply proxy materials to stockholders and reimburses them for their expenses.

Company Information

The Board’s Committees and Their Functions

Committees of the Board of Directors

Our Board of Directors currently has an Audit Committee, a Compensation Committee, and a Governance Committee.

Audit Committee

Our Audit Committee currently consists of Messrs. Van Oss, Way, KirtSidlik, and Sidlik.Way. Mr. Van Oss serves as the chairmanChairman of the Audit Committee. The Board of Directors has determined that each member of the Audit Committee is financially literate and that Messrs. Van Oss Way and KirtWay each qualify as an “audit committee financial expert” (as defined in Item 407(d)(5) of Regulation S-K). The Board of Directors has further determined that each member of the Audit Committee is independent under applicable New York Stock Exchange (“NYSE”) listing standards and SEC rules.the rules of the Securities and Exchange Commission (the “SEC”). The Audit Committee is responsible for (i) reviewing and discussing with management and our independent auditors our annual audited financial statements and quarterly financial statements and any audit issues and management’s response; (ii) reviewing and discussing with management and our independent auditors our financial reporting and accounting standards and principles and significant changes in such standards and principles or their application; (iii) reviewing and discussing with management and our independent auditors our internal system of financial controls and disclosure controls and our risk assessment and management policies and activities; (iv) reviewing and evaluating the independence, qualifications, and performance of our independent auditors; (v) investigating matters relating to management’s integrity, including adherence to standards of business conduct established in our policies; and (vi) taking such actions as may be required or permitted under applicable law to be taken by an audit committee on behalf of us and our Board of Directors.

The Board of Directors has adopted an Audit Committee charter, a copy of which is available at www.cooperstandard.com. In 20132014, the Audit Committee met 45 times.

Compensation Committee

Our Compensation Committee currently consists of Messrs. Way, KirtAugust, and Jutte. Mr. Way serves as the chairmanChairman of the Compensation Committee. The Board of Directors has determined that each member of the Compensation Committee is independent under applicable NYSE listing standards. The Compensation Committee is responsible for (i) the review and approval of corporate goals, objectives and other criteria relevant to the compensation of the Chief Executive Officer and other executive officers; (ii) together with the Lead Director, the evaluation of the performance of the Chief Executive Officer and other executive officers and the determination and approval of their compensation; (iii) the review and approval of executive compensation programs; (iv) the review and approval of contracts and transactions with executive officers; (v) the review and approval of equity-based compensation plans and awards made pursuant to such plans; (vi) the approval, review and oversight of employee benefit plans of the Company, including the delegation of responsibility for such programs to the executive officers of the Company;Company’s Benefit Plan Committee; and (vii) taking such actions as may be required or permitted under applicable law to be taken by a Compensation Committee on behalf of us and our Board of Directors.

The Board of Directors has adopted a Compensation Committee charter, a copy of which is available at www.cooperstandard.com. In 20132014, the Compensation Committee met 86 times.

Governance Committee

Our Governance Committee currently consists of Messrs. Mastrocola,Sidlik, Jutte, and Van Oss and Sidlik.Oss. Mr. MastrocolaSidlik serves as the chairmanChairman of the Governance Committee. The Board of Directors has determined that Messrs. Sidlik, Jutte, and

Van Oss and Sidlik are independent under applicable NYSE listing standards. The Governance Committee is responsible for (i) identifying and evaluating individuals qualified to become members of the Board, consistent with criteria approved by the Board; (ii) selecting, or recommending that the Board select, the director nominees to stand for election by stockholders or to fill vacancies on the Board;Board and board committee memberships; (iii) developing and recommending to the Board corporate governance principles and practices applicable to the Company, including director access to management and management succession plans; (iv) reviewing the Company’s legal compliance and ethics programs and monitoring compliance with the Company’s governance principles, policies, and code of business conduct and ethics; (v) reviewing and approving director compensation and indemnification and insurance matters; and (vi) overseeing the annual performance evaluation of the Board and its committees.

The Board of Directors has adopted a Governance Committee charter, a copy of which is available at www.cooperstandard.com. In 2013,2014, the Governance Committee met 5 times.

Lead Director

Mr. Mastrocola is the Lead Director of the Board of Directors. The Lead Director (i) presides at meetings and sessions of the non-management members of the Board and communicates with management concerning the substance of such meetings and sessions; (ii) assists the Board’s Chairman with the setting of agendas and other matters relating to meetings of the Board; (iii) togetherin consultation with the Chairman of the Compensation Committee, assists the Board in connection with its evaluations of the performance of the Company’s Chief Executive Officer; and (iv) undertakes such other activities as may be requested by the Board or required by applicable laws, regulations or rules.

Corporate Governance

Independence of Directors

The Board of Directors has determined that Messrs. Kirt, Jutte,August, Mahoney, Mirro, Remenar, Sidlik, and Van Oss Way and Orlando Bustos (who served on the Board during 2013) are independent as determined pursuant to NYSE rules. In addition, the Board previously determined that Jeffrey E. Kirt, Kenneth L. Way, and Larry J. Jutte, each of whom served as a director during 2014, were independent pursuant to NYSE rules. Mr. Edwards is not independent as determined pursuant to NYSE rules because he is employed by the Company. Mr. Mastrocola is not independent as determined pursuant to NYSE rules because his brother is a partner at Ernst & Young LLP, the Company’s independent auditors. Mr. Mastrocola’s brother has no direct involvement of any kind in the relationship between Ernst & Young LLP and the Company or the review of the Company’s financial statements.

Board Leadership

Mr. Edwards serves as Chairman of the Board of Directors as well as Chief Executive Officer of the Company. It is the Board’s belief that this structure is in the best interest of the Company’s stockholders at this time as it promotes an efficient flow of communication between management and the Board, in particular with respect to the Board’s oversight of the Company’s strategic direction. The Board believes that the role of Mr. Mastrocola as Lead Director, together with the existence of a substantial majority of independent directors, fully independent Board committees, and the use of regular executive sessions of non-management directors, achieves an appropriate balance between the effective development of key strategic objectives and independent oversight of management’s execution of strategic initiatives.

Executive Sessions

Non-management directors meet regularly in executive sessions without management. “Non-management” directors are all those who are not Company officers, and include directors who are not “independent.” Executive sessions of non-management directors are led by Mr. Mastrocola, the Lead Director, and are held in conjunction with each regularly scheduled Board meeting. Each committee of the Board also meets in executive session without management in conjunction with regularly scheduled committee meetings, as appropriate. At least once a year, the independent directors meet in an executive session led by one of the independent directors who is selected by all of the independent directors to lead the session.

Board’s Role in Risk Oversight

The Board is actively involved in oversight of risks inherent in the operation of the Company’s businesses and the implementation of its strategic plan. The Board performs this oversight role by using several different levels of review. In connection with its reviews of the operations of the Company’s business units and corporate functions, the Board addresses the primary risks associated with those units and functions. In addition, the Board reviews the key risks associated with the Company’s strategic plan as part of its consideration of the strategic direction of the Company.

The Board has delegated to the Audit Committee oversight of the Company’s risk management process. Among its duties, the Audit Committee reviews with management (a)(i) Company policies with respect to risk assessment and management of risks that may be material to the Company, (b)(ii) the Company’s system of disclosure controls and system of internal controls over financial reporting, and (c)(iii) the Company’s compliance with legal and regulatory requirements.

Each of the other Board committees also oversees the management of Company risks that fall within the committee’s areas of responsibility. In performing this function, each committee has full access to management, as well as the ability to engage advisors, and each committee reports back to the full Board. The Audit Committee oversees risks related to the Company’s financial statements, the financial reporting process, other financial matters, certain compliance issues, and accounting and legal matters. The Audit Committee, along with the Governance Committee, is also responsible for reviewing certain legislative and regulatory developments that could materially impact the Company’s contingent liabilities and risks. The Governance Committee also oversees risks related to the Company’s governance structure and processes, related personpersons transactions, compliance programs, succession planning, and Board and committee structure to ensure appropriate oversight of risk. The Compensation Committee considers risks related to the attraction and retention of key management and employees and risks relating to the design of compensation programs and arrangements.

Policy on Director Attendance at Stockholder Meetings

Directors are expected to attend in person regularly scheduled meetings of stockholders, except when circumstances prevent such attendance. When such circumstances exist and in the judgment of the Chairman it is deemed critical that all directors participate, or in

the case of special stockholder meetings, directors may participate by telephone or other electronic means and will be deemed present at such meetings if they can both hear and be heard. All of our directors then serving were present at the Company’s 20132014 annual meeting of stockholders.

Other Matters Concerning Directors, Nominees and Executive Officers

SEC regulations require the Company to describe certain legal proceedings, including bankruptcy and insolvency filings involving directors, nominees for director or executive officers of the Company or companies of which a director, nominee for director or executive officer was an executive officer at the time of filing. Messrs. Keith D. Stephenson and Allen J. Campbell served as executive officers of the Company at the time the Company filed for protection under Chapter 11 of the United States Bankruptcy Code (“Chapter 11”) in August 2009.2009. Mr. Remenar, nominee for director, was an executive officer of Chassix Inc. approximately nine months before Chassix Inc. filed for protection under Chapter 11 in March 2015.

Corporate Governance and Code of Business Conduct and Ethics

The Board of Directors has adopted Corporate Governance Guidelines whichthat set forth the corporate governance practices of the Company. The Board has also adopted a Code of Business Conduct and Ethics that applies to all directors, officers, and employees of the Company and its subsidiaries, including our chief executive officer, our chief financial officer and our controller. All of our corporate governance documents, including the Corporate Governance Guidelines, the Code of Business Conduct and Ethics, and committee charters are available on our website at www.cooperstandard.com or in printed form upon request by contacting Cooper-StandardCooper Standard at 39550

Orchard Hill Place, Novi, Michigan 48375, Attention: Investor Relations. The Board regularly reviews corporate governance developments and modifies these documents as warranted. Any modifications will be reflected on our website. The information on our website is not part of this proxy statement and is not deemed to be incorporated by reference in this proxy statement.

Nomination of Directors

It is the policy of the Governance Committee and Board to consider candidates for director recommended by stockholders. The committee will evaluate candidates recommended for director by stockholders using the same criteria that it uses in evaluating any other candidate. Stockholders wishing to make such a recommendation should send to the Governance Committee, at the address given below under “Communications with the Board of Directors,” all information that would be required were the stockholder nominating such candidate directly pursuant to the Company’s By-Laws. In addition to nominees recommended by stockholders, the committee will consider candidates recommended by management, and members of the Board, search firms, and other sources. Among the nominees for election to the Board at the Annual Meeting, only Mr. Sidlik has not previously been nominated to stand for election to the Board. Mr. Sidlik was appointed by the Board, effective January 1, 2014, to fillAugust, a vacancy created by the resignation of aformer director during 2013. As part of its process of identifying and evaluating candidates to fill the vacancy, the Governance Committee solicited recommendations from other directors and certain of the Company’s stockholders. Mr. SidlikCompany and chief executive officer of Oak Hill Advisors, a long-time substantial stockholder, was well-known to and recommended to the committeeas a nominee by certain stockholders and Boarddirectors. Messrs. Mahoney, Mirro, and Remenar were recommended as nominees by one of the Company’s stockholders.certain stockholders and directors.

In identifying and evaluating nominees for director, the committee takes into account the applicable requirements for directors under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the listing rules of the NYSE. In addition, the committee considers other criteria as it deems appropriate and which may vary over time depending on the Board’s needs, including certain core competencies and other criteria such as general understanding of various business disciplines (e.g., marketing, finance, etc.), the Company’s business environment, educational and professional background, analytical ability, diversity of experience and viewpoint, and willingness to devote adequate time to Board duties. The goal of the committee is to maintain a balanced and diverse Board, with members whose skills, viewpoint, background, and experience complement each other and together contribute to the Board’s effectiveness as a whole.

Stockholder Nominations

The Company’s By-Laws provide certain procedures that a stockholder must follow to nominate persons for election to the Board of Directors. Nominations for director at an annual stockholder meeting must be submitted in writing to the Governance Committee in care of the Secretary at the Company’s principal executive offices at 39550 Orchard Hill Place, Novi, Michigan 48375 in accordance with the procedures and deadlines outlined under “Submitting Stockholder Proposals and Nominations for the 20152016 Annual Meeting.” The Secretary must receive the notice of a stockholder’s intention to introduce a nomination at an annual stockholder meeting:

The By-Laws also provide, among other things, that the stockholder nomination notice must contain all information relating to such nominee that is required to be disclosed in solicitations of proxies for elections of directors in an election contest, or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act (including such person’s written consent to being named in the proxy statement as a nominee and to serve as director if elected).

Communications with the Board of Directors

The Board has established procedures for stockholders and other interested parties to communicate with the Board. A stockholder or other interested party may contact the Board by writing to the Lead Director or the non-managementnon-

management or independent members of the Board to their attention at the Company’s principal executive offices at 39550 Orchard Hill Place, Novi, Michigan 48375. Any stockholder must include the number of shares of the Company’s common stock he or she holds and any interested party must detail his or her relationship with the Company in any communication to the Board. Communications received in writing are distributed to the Lead Director or non-management or independent members of the Board as a group, as appropriate, unless such communications are considered, in the reasonable judgment of the Company’s Secretary, improper for submission to the intended recipient(s). Examples of communications that would be considered improper for submission include, without limitation, customer complaints, solicitations, communications that do not relate directly or indirectly to the Company or the Company’s business, or communications that relate to improper or irrelevant topics.

Stock Ownership

Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table and accompanying footnotes show information regarding the beneficial ownership of the issued and outstanding common stock of Cooper-Standard Holdings Inc. by (i) each person known by us to beneficially own more than 5% of the issued and outstanding common stock of Cooper-Standard Holdings Inc. as of the dates indicated in the footnotes and (ii) (A) each of our directors, (B) each named executive officer, and (C) all directors and executive officers as a group, each as of March 27, 2013.30, 2015.

TABLE OF STOCK OWNERSHIP

common stock; Edward A. Mulé, co-founder and partner of Silver Point Capital, L.P., had sole voting and dispositive power with respect to 100,000 shares of common stock and shared voting and dispositive power with respect to 5,278,1455,273,444 shares of common stock; and Robert J. O’Shea, manager of Silver Point Capital, L.P., had shared voting and dispositive power with respect to 5,278,1455,273,444 shares of common stock. The address for Silver Point Capital, L.P. is Two Greenwich Plaza, 1st Floor, Greenwich, Connecticut 06830.

(4)

Based solely on information provided by Mr. August in a Schedule 13G/A filed with the SEC onSupplement to Cooper Standard Director and Officer Questionnaire as of February 14, 2014.2, 2015. The amount shown includes, as of December 31, 2013:February 2, 2015: (i) 206,276 shares of common stock held by Oak Hill Credit Opportunities Master Fund, Ltd. (“OHCOF”); (ii) 393,371 shares of common stock held by Oak Hill Credit Alpha Master Fund, L.P. and related accounts (“Alpha”); (iii) 1,558,720 shares of common stock held by OHA Strategic Credit Master Fund, L.P. (“SCF”); (iv) 149,701 warrants held by SCF; (v) 430,198430,197 shares of common stock held by OHA Strategic Credit Master Fund II, L.P. (“SCF II”); (vi) 29,834 warrants held by SCF II; (vii) 248,762107,633 shares of common stock held by separately managed accounts (“Separate Accounts”); andFuture Fund Board of Guardians; (viii) 31,76124,498 warrants held by Separate Accounts.Future Fund Board of Guardians; (ix) 141,129 shares of common stock held by Lerner Enterprises, LLC; and (x) 7,263 warrants held by Lerner Enterprises. Oak Hill Advisors, L.P. (“OHA”) is the investment advisor to Separate Accounts, OHCOF, Alpha, SCF and SCF II, and certain of its affiliates and principals, either directly or indirectly, exercise voting and dispositive power over the securities owned by them. OHA and its affiliates and principals disclaim beneficial ownership of such securities, except to the extent of their direct pecuniary interest therein. Mr. KirtAugust is a partnerthe founder and Chief Executive Officer of Oak Hill Advisors, L.P. and may be deemed to have beneficial ownership of the foregoing securities. Mr. KirtAugust disclaims beneficial ownership of the foregoing securities except to the extent of his pecuniary interest in such securities. The address for Oak Hill Advisors, L.P. is 1114 Avenue of the Americas, 27th Floor, New York, New York 10036.

Compensation Discussion and Analysis

This Compensation Discussion and Analysis describes the key principles and material elements of the Company’s compensation policies applicable in 20132014 to the “Named Executive Officers” of the Company identified in the “Executive Compensation” section. Much of what is discussed below, however, applies generally to the Company’s executives and is not limited to the Named Executive Officers.

Executive Summary

The compensation of the Company’s executives for 2013 was based in large part on performance-based incentive programs adopted by the Compensation Committee and the Board of Directors in 2011 that provide for a variety of cash and equity-based incentives based on performance criteria designed to further the Company’s strategic objectives. These programs were implemented as a result of a comprehensive review of the efficacy and competitiveness of the Company’s pre-existing executive compensation programs that was completed in early 2011 by the Compensation Committee with the assistance of Pay Governance LLC, its independent compensation consultant at the time.

The executive compensation programs established in 2011 remained in effect through 2013. In early 2013, the Compensation Committee conducted a process to select a new independent consultant to review the Company’s executive compensation programs and make recommendations for changes to be implemented in 2014. Pending completion of this selection process, the committee engaged The Delves Group (since acquired by Towers Watson & Co.) to provide benchmarking data in connection with the approval by the Committee, as authorized by the Board, of base salaries and incentive awards for 2013. In addition to base salaries and annual incentive grants and targets for executives for 2013, the Committee approved long term cash incentive grants with performance targets for a three-year performance period beginning in 2013, time-based restricted stock unit awards and stock option awards. The cash and equity components of these long term incentive grants were designed to be of equal value and to provide executives with long term incentive opportunities at market median levels.

The Company achieved 88.1% of the adjusted EBITDA performance target for the Company as a whole that was applicable to the annual incentive grants for 2013 for the Named Executive Officers. This resulted in payouts to Named Executive Officers equal to 70.3% of their target awards for the year. The Company achieved 73.2% of the operating cash flow performance target applicable to long term cash incentive awards granted in 2011 for the three-year performance period ending December 31, 2013, resulting in zero payouts under those awards to executive officers, including Named Executive Officers, who were employed by the Company in 2011.

In the first quarter of 2013, the Committee engaged Frederic W. Cook & Co., Inc. (“Cook & Co.”) as its new independent consultant. Cook & Co. assisted the Committee in undertaking a comprehensive review of the Company’s executive compensation programs which resulted in a number of changes that became effective in 2014 and did not impact the 2013 compensation of the Company’s executives. Cook & Co. worked with the Committee in identifying a2014.

The Company achieved 87% of the Adjusted EBITDA and 77% of the operation cash flow performance targets for the Company as a whole that was applicable to the annual incentive award for 2014 for the Named Executive Officers. This resulted in payouts to Named Executive Officers that ranged from 48% to 69% of their target awards for the year, reflecting the regional performance results. The Company achieved 74% of the operating cash flow performance target applicable to long-term cash incentive awards granted in 2012 for the three-year performance period ending December 31, 2014, resulting in no payout under those awards to executive officers, including Named Executive Officers, who were employed by the Company in 2012.

Compensation Philosophy and Objectives

The objective of the Company’s compensation program has beenis to link executive compensation to Company performance in a manner that accomplishes the following:

In 2013, the Compensation Committee andin consultation with the Board reaffirmed the philosophy that the target compensation of the Company’s executives, including the Named Executive Officers, based on the achievement of target-level performance, should be at approximately the 50^th percentile among comparable companies, taking into account size differences among the Company’s peer group of companies and recognizing that actual compensation levels could fall below median levels or reach higher levels commensurate with actual financial performance. The Committee and Board also affirmed that executive pay should be based on market data, but that pay positioning for individuals can be above or below the market median based on responsibilities, business needs, internal equitycriticality to the organization, the difficulty and individual factors.cost of replacement, the expected future contribution to the organization, tenure at current position, and skill-set relative to the external marketplace.

The executive compensation program is designed to reward sustained enterprise value growth through incentives based on the achievement of performance objectives over varying time periods. As detailed below, the Company’s incentive programs emphasize specific Company objectives over subjective, individual goals. Discretionary features of these programs allow for the recognition of achievements which the objective performance criteria do not fully measure but which further the Company’s key strategies. Base salary is intended, in general, to be near the median of the range applicable to companies deemed comparable to the Company. As described above, performance-based compensation is designed to provide opportunities above median levels in the markets in which the Company competes for executives when performance exceeds target levels, while providing for below median compensation if performance falls below target levels.

Processes Relating to Executive Compensation

It is the responsibility of the Compensation Committee to assist in discharging the Board’s responsibilities relating to the compensation of the Company’s executive officers and the oversight of compensation plans, policies and benefit programs. The Company’s human resources executives and professionals support the Committee in its work. In evaluating and determining the salary and incentive compensation of the Company’s executive officers, the Committee receives information from the Company’s Chief Human Resources Officer and the consulting firmsfirm engaged by the Committee as well as recommendations from the Company’s Chief Executive Officer. The Committee as a whole, following discussions with the Chief Executive Officer, meets privately and determines the salary and incentive compensation of the Chief Executive Officer and the other executive officers of the Company, as authorized by the Board.Company. Executives whose compensation is under consideration are not present during the Committee’s review meetings. The considerations, criteria and procedures applicable to these determinations are discussed under “Executive Compensation Components.”

Executive Compensation Review for 20132014

As discussed above, the Compensation Committee engaged The Delves Group to assist it with its executive compensation determinations for 2013. The Delves Group did not provide any other services to the Company and the Committee has concluded that the engagement and services of The Delves Group in 2013 did not raise any conflict of interest. As part of its engagement, The Delves GroupCook & Co. benchmarked the compensation levels of the Company’s executives in order to assess the competitiveness of the Company’s executive compensation programs in the markets in which the Company competes for executives, focusing in particular on base salaries, target annual incentive opportunities and target long termlong-term incentive opportunities. The Delves GroupCook & Co. compared the Company’s programs in these areas with those of twoa comparator groups:group: a group of 14 publicly-traded16 publicly traded automotive suppliers with 20112013 annual revenues between $1.4$0.8 billion and $16.4$7.5 billion, with a median of $6.8 billion; and a broader$2.7 billion. Cook & Co. supplemented its analyses of peer group of durable goods manufacturers of comparable size who participated in the Towers Watson’s 2012 Executive Compensation survey (the “Towers Watson Survey”). proxy data with general industry surveys.

The following is a list of the companies constituting the automotive supplier comparator group, which is the same group of companies as used by Pay Governance and the Committee for evaluating 2011 and 2012 compensation decisions:group.

The broader comparator group of durable goods manufacturers was selected from participants in the Towers Watson Survey. This comparator group included a total of 63 companies with median annual revenues of $4.5 billion. The Towers Watson Survey is a published survey available only to participants, and the Committee was not aware of any of the specific companies underlying the survey data. We believe it is appropriate to include companies outside of the automotive supplier industry in our comparator group because we are in competition for the most highly qualified executives available, and many of our executives, as well as executives in non-automotive industries, possess transferable skills.

In comparing compensation levels of the Company’s executives with those of the comparator groups, The Delves Group “size-adjusted” the data from the comparator groups so that the compensation data would appropriately correspond to the Company’s scope of operations. As the automotive supplier comparator group had median annual revenues substantially higher than those of the Company and the durable goods group had median annual revenues that more closely approximated those of the Company, for comparison purposes The Delves Group used compensation data reported at the 25^th percentile level with respect to the automotive supplier comparator group, and the median level with respect to the durable goods comparator group. Based on its competitive analysis, Cook & Co. concluded that base salaries are generally at or above the median and within the competitive range. Target bonus percentages are at or near the market median, and although the CEO and CFO are somewhat below the median, when combined with the base salaries this results in target cash compensation positioning at or near the median. The Delves Grouptarget total compensation approximates the median of the peer group and survey data.

As discussed above, the Compensation Committee engaged Cook & Co. to assist it with its executive compensation determinations for 2014. Cook & Co. did not provide any other services to the Company, and the Committee has concluded that the target total directengagement and services of Cook & Co. in 2014 did not raise any conflict of interest.

2014 Say-on-Pay Vote

In May 2014, the Company held a stockholder advisory vote on the compensation (target total cash compensation plus long-term incentive grants) of the Named Executive Officers. The Company’s executives generally falls betweenstockholders overwhelmingly approved the competitive median and competitive 75^th percentile andcompensation of the Named Executive Officers as disclosed in the 2014 Proxy Statement, with approximately 99% of stockholder votes cast in favor of the “say on pay” resolution. The Compensation Committee determined that in aggregate, base salary and target total cash compensation data for the Company’s senior executives are aligned withexecutive compensation philosophy, compensation objectives, and compensation elements continued to be appropriate and did not make any specific changes to the competitive median ofCompany’s executive compensation program in response to the market data.2014 “say on pay” vote.

Executive Compensation Components

The following describes the elements of the Company’s 20132014 executive compensation program.

Base Salary

The Company’s senior executives are paid a base salary that is determined prior to or early in each fiscal year, or upon changes in roles or positions within the Company. The Compensation Committee determines the salary of the Chief Executive Officer and, taking into account recommendations from the Chief Executive Officer, the salaries of the other executive officers of the Company. The determinations of the Compensation Committee are subject to the approval of the Board. The Company’s policy is to pay base salaries that are competitive in the markets in which it competes for executives and that take into account the responsibilities and contributions

of each executive. Base salary provides executives with a regular stream of income. The twofive Named Executive Officers who were eligible for base salary adjustments in 2013 (Messrs. Stephenson2014 and Campbell) received salary increases averaging 7.8%. Mr. Edwards, who commenced employment with the Company in the fourth quarter of 2012, and Messrs. de Miguel and Lee, who commenced employment with the Company in the first quarter of 2013, did not receive base salary increases in 2013. Their base salaries upon commencement of their employment with the Company were determined by mutual agreement upon their hiring at levels the Compensation Committee and Board deemed appropriate in light of competitive conditions and their respective qualifications and experience.3.26%, as follows.

Annual Incentive Award

In early 2011, following review by the Compensation Committee of recommendations from Pay Governance, the Board adopted a new Annual Incentive Plan (the “AIP”) to be administered under the Company’s 2011 Omnibus Incentive Plan (“Omnibus Plan”). The AIP provides that awards will be paid only subject to the achievement of pre-determined performance goals, which is consistent with the Company’s practice in recent years with respect to its executive officers.

Prior to or early in each fiscal year, the Compensation Committee has normally determined target annual incentive amounts payable to the executive officers of the Company, including the Named Executive Officers, upon the achievement of performance targets established by the Committee for the year. The 2013 targetsTarget annual incentives for 2014 were split into two distinct components such that 70% of each executive officer’s incentive was evaluated on the achievement of Adjusted EBITDA performance goals, and the remaining 30% was evaluated on the achievement of operation cash flow performance goals. In determining payouts under each of the two components (Adjusted EBITDA and operation cash flow), actual payouts for executive officers with corporate-wide responsibilities were based on consolidated 2013 adjusted EBITDA.the result of the Company as a whole; for the executive officers in the regional business units actual payouts under each component were based on a blend, weighted 80% of the results of the Company as a whole and 20% of the results of each executive officer’s regional business unit. Adjusted EBITDA is calculated, in general, as consolidated net income plus the sum of (i) consolidated interest expense, (ii) consolidated income tax expense, (iii) consolidated depreciation and amortization expense, and (iv) certain restructuring charges. As approved by the Committee, additional adjustmentsoperation cash flow are made for non-cash losses or gains, and non-recurring, unusual or infrequent gains, losses or expenses. Adjusted EBITDA is deemed by the Compensation Committee to be an appropriate objective measurement of the financial performance of the Company. The annual incentive award program is designed to focus the executive leadership team on the achievement of strong financial performance over a one-year period. In addition to establishing an adjustedAdjusted EBITDA and operation cash flow performance target,targets, the achievement of which entitles senior executives to annual incentive payments at the target levels, the Committee establishes a “threshold” performance target, the achievement of which entitles executives to an annual incentive payment equal to 50% of the target amounts. No annual incentive award is payable if the Company fails to meet the threshold performance target. In addition, the Committee sets a “superior performance” target, the achievement of which entitles executives to a maximum annual incentive payment equal to 200% of the target amounts. The superior performance level represents a goal deemed difficult to achieve at the beginning of the year based on the

assumptions underlying the Company’s business plan except upon performance substantially exceeding expectations. Actual annual incentive payments are determined on a linear basis for adjustedAdjusted EBITDA and operation cash flow attainment above the “threshold” level but not precisely at the “target” or “superior performance” level. In the first quarter following the end of the fiscal year to which an annual incentive award applies, the Committee determines whether, and to what extent, the applicable performance targets were achieved based on the Company’s financial results for the fiscal year. With respect to the Named Executive Officers, award amounts have beenmay be subject to downward adjustment of up to 20% (100% beginning in 2014)100% by the Committee based upon overall individual performance and attainment of goals. If a participant engages in “inimical conduct,” meaning an action or omission contrary to the best interest of the Company, before payment of an award, the payment is subject to forfeiture.

For 2013,2014, the Compensation Committee granted annual incentive awards under the AIP to the Company’s executive officers in the manner described above, establishing target award amounts for each executive based on a percentage of base salary. With respect to the Named Executive Officers, the percentage was 100%105% for Mr. Edwards, 75% for Mr. Stephenson, and 65% for Messrs. Campbell, de Miguel, and Lee. The bonus target amountsaward amount for Messrs.Mr. Edwards de Miguel and Lee, who were not employed by the Company the previous year, were determined on the basis of market data and with reference to the recent practices of the Company that determined the target amounts applicable to the other Named Executive Officers.was increased from 100% in 2013. The Committee set adjustedAdjusted EBITDA and operation cash flow performance targets applicable to the Company as a whole in accordance with the 20132014 business plan of the Company as approved by the Company’s Board of Directors, as follows:

2014 Achievement Level		Operation Cash   Flow 30% (000)					Award Payout as % of Award Target
Below threshold							0 %
At threshold (80% of target performance)				$ 94,000			50 %
At target				$ 117,000			100 %
At superior (120% of target performance)				$ 141,000			200 %

In 2013, the actual consolidated adjusted EBITDA2014, for purposes of the AIP, the actual consolidated Adjusted EBITDA was 88.1% of$314.4 million and the target performance level.actual operation cash flow was $89.9 million. This performance resulted in cash AIP award payments to executive officers for 2013,2014, including the Named Executive Officers, equalthat ranged from 48% to 70.3%69% of their target award amounts. The percentage of target payable was 47.8% for Messrs. Edwards, Stephenson, and Campbell; 46.2% for Mr. de Miguel; and 69.2% for Mr. Lee. The percentages for Messrs. de Miguel and Lee reflect the business performance of the regions.

Long TermLong-Term Incentive Compensation

Cash Awards Underunder the Long TermPrior Cash-Based Long-Term Incentive Plan

In early 2011 the Compensation Committee approved a Long TermLong-Term Incentive Plan (the “LTIP”) under which long termlong-term cash incentive awards would be granted to designated participants. InFor 2014, the first quarter of 2013, the Committee grantedlong-term cash awards under the LTIP to executive officers, including the Named Executive Officers. Similar to the AIP, the LTIP provides for awards thatwere replaced with performance-based restricted stock units, which are subject to the achievement of established performance goals. The cash LTIP awards granted in 2013 were based on the achievement by the Company of operating cash flow goals over the three-year performance period ending December 31, 2015. Operating cash flow is deemed by the Committee to be an appropriate objective measurement of sustained financial performance of the Company. The Committee established target, threshold and superior performance levels applicable to the cash LTIP awards granted in 2013 similar in general design to those applicable to the annual incentive awards for 2013. The threshold and superior performance levels pertaining to these cash LTIP awards equate to 80% and 120%, respectively, of the applicable target performance level. The target performance level is the average of the operating cash flow targets established annually by the Compensation Committee for 2013, 2014 and 2015. The operating cash flow target for 2013 was $110.0 million. Performance level targets represent what the Committee deems to be good operating cash flow performance for the period, reasonably capable of achievement at a high level of performance on the part of the executive leadership team and the employees of the Company, based on the assumptions and business conditions on which the business plan of the Company for the period was based.

Exceptdescribed in the case of executives whose employment terminates earlier, the determination of actual payouts under the cash LTIP awards granted in 2013 will be made in the first quarter of 2016 and will be based upon how the average of the Company’s actual operating cash flow performance during the performance period compares to the target performance level. Actual payouts will be zero if the Company’s operating cash flow during the performance period falls below the threshold level. Actual payment amounts for achievement levels between the threshold, target and superior performance levels will be determined using straight line interpolation. The awards are subject to a cap equal to 200% of the target payment amount. As with annual incentive awards, with respect to the Named Executive Officers, cash LTIP award amounts have been subject to downward adjustment of up to 20% (100% beginning in 2014) by the Committee based upon overall individual performance and attainment of goals. If a participant engages in inimical conduct before payment of an award, the payment is subject to forfeiture. Awards under the LTIP are designed to focus the executive leadership team on strong, sustained cash generation and have therefore been based on the achievement of operating cash flow objectives for the Company as a whole.

For the Named Executive Officers who received cash LTIP awards, the target award amounts for the three-year performance period ending December 31, 2015 were as follows:

These award amounts were determined by the Committee following its review of the benchmarking analysis of The Delves Group described above. The Committee applied a strategy whereby target cash LTIP awards, together with 2013 equity grants under the Omnibus Plan, would result in total cash and equity-based long term incentive awards to executives in 2013 having a value approximately equal to the median total long term incentive awards granted in a year to executives in similar positions at comparable companies.

Cash Payouts under the LTIP for the Performance Period Ended December 31, 2013Long-Term Incentive Program section below.

In 2011,2012, the Committee established target award amounts of $200,000$522,500 and $392,000 each for the two Named Executive Officers who were employed by the Company at the time (Messrs. Stephenson and Campbell) for the three-year period ending December 31, 2013.2014. The other Named Executive Officers commenced their employment with the Company after 20112012 and did not receive awards under the LTIP pertaining to this period.

The cash LTIP awards for the three-year performance period ending December 31, 20132014, were based on the achievement of operating cash flow targets covering the years ending December 2011, 2012, 2013, and 2013.2014. The annual operating cash flow targets for 2011, 2012, 2013, and 20132014 were $173.8$190 million, $190.0$110 million, and $110.0$100 million, respectively. Pursuant to the terms of the awards, payouts were to be determined as follows:

The actual average operating cash flow performance of the Company for the performance period was less than 80% ofbelow the targetthreshold performance level, which resulted in zerono payouts under the cash LTIP awards for the performance period ending December 31, 2013.2014.

2013 Stock Option Awards2014 Long-Term Incentive Program

The Omnibus Plan provides for the grant of stock options, stock appreciation rights, shares of common stock, restricted stock, restricted stock units (“RSUs”), incentive awards and certain other types of awards to key employees and directors of the Company and its affiliates. Except in the case of newly hired or promoted executives, it has been the normal practice of the Compensation Committee under the Omnibus Plan to grant incentive awards, including equity-based incentive awards, during the first quarter of the calendar year so that all or most elements of executive compensation can be considered in a coordinated, comprehensive manner.

For the 2014 equity-based awards to our Named Executive Officers, the Compensation Committee and Board applied a strategy whereunder 2014 equity-based grants under the Omnibus Plan would have a value approximately equal to median total long-term incentive awards granted in a year to executives in similar positions at comparable companies. The equity-based awards we granted in 2014 consisted of options to purchase shares of the Company’s common stock, time-vesting RSUs, and a new form of equity-based compensation, performance-based RSUs (“Performance RSUs”). The Committee added Performance RSUs to our equity-based compensation mix in 2014 to more align with typical market practice, to provide a stronger linkage to shareholder experience as compared to cash denominated programs, and to drive executive ownership. The value-based mix of the three LTIP vehicles granted in 2014 were 50%, 30%, and 20% for Performance RSUs, stock options, and time-vesting RSUs, respectively.

2014 Stock Option Awards

On February 15, 2013,March 20, 2014, we granted options to purchase shares of the Company’s common stock at an exercise price equal to the fair market value of a share of common stock on the date of grant were granted to Named Executive Officers, as follows: Mr. Edwards, 40,29031,900 shares; Mr. Stephenson, 21,90017,900 shares; Mr. Campbell, 16,60013,500 shares; Mr. de Miguel, 14,30011,700 shares; and Mr. Lee, 13,20010,800 shares. TheHistorically, we have granted options granted cliffwith a three-year “cliff” vesting schedule, under which the options vest with respect to all shares covered by the options after three years andyears. For the options granted in 2014, the Compensation Committee changed to ratable vesting over a three-year period. The Committee made this change to enhance the competitiveness of our option awards based on its belief that three-year ratable vesting is a more common vesting schedule for similar awards granted by other publicly traded companies. The options expire on the tenth anniversary of the date of grant or earlier upon certain events involving the termination of the optionee’s employment. The size of these option grants was determined by the Committee following its review of the benchmarking analysis of The Delves Group. The Compensation Committee and Board applied a strategy whereunder 2013 equity grants under the Omnibus Plan would approximate the value of the cash LTIP awards granted in 2013, and that these equity and cash awards would together result in long term incentive awards to executive officers in 2013 having a value approximately equal to median total long term incentive awards granted in a year to executives in similar positions at comparable companies.Cook & Co. It was the intention of the Committee and Board that the value of stock options granted in 20132014 constitute approximately 60% of the total value of the equity component of long-term incentive awards granted during the year, or approximately 30% of the total value of the long-term cash and equity incentive awards combined.granted during the year. The use of stock options as an important element of the equityequity-based component of the 2013 long term2014 long-term incentive grants was deemed an effective way of promoting the continued alignment of the interests of the Company’s executives with those of its stockholders, as the value of stock options depends on the growth in value of the Company’s common stock over time.

20132014 Time-Vesting Restricted Stock Unit Awards

On February 15, 2013, restricted stock units (“RSUs”) wereMarch 20, 2014, we granted time-vesting RSUs to Named Executive Officers under the Omnibus Plan, as follows: Mr. Edwards, 10,7446,600 RSUs; Mr. Stephenson, 5,8003,700 RSUs; Mr. Campbell, 4,4002,800 RSUs; Mr. de Miguel, 3,8002,400 RSUs; and Mr. Lee, 3,5002,200 RSUs. The RSUs granted cliff vest after three years or earlier on a pro rata basis upon certain events involving the termination of the grantee’s employment without cause.to drive executive retention. The size of these RSU grants was determined by the Compensation Committee following its review of the benchmarking analysis of The Delves Group.Cook & Co. It was the intention of the Committee and Board that the value of RSUs granted in 20132014 constitute approximately 40% of the total value of the equity component of long-term incentive awards granted during the year, or approximately 20% of the total value of the target long-term cash and equity incentive awards combined.opportunity granted during the year. The use of RSUs as an element of the equityequity-based component of the 2013 long term2014 long-term incentive grants was deemed an effective means of supporting the desired alignment of the interests of the Company’s executives with those of the Company’s stockholders, as the value of RSUs increases with the growth in value of the Company’s common stock, and their value continues to be impacted by changes in value of the Company’s common stock even at levels below the fair market value of the Company’s common stock on the date of grant.

2014 Performance-Based Restricted Stock Units

On March 20, 2014, we granted a target number of Performance RSUs to Named Executive Officers under the Omnibus Plan, as follows: Mr. Edwards, 16,600 Performance RSUs; Mr. Stephenson, 9,300 Performance RSUs; Mr. Campbell, 7,000 Performance RSUs; Mr. de Miguel, 6,100 Performance RSUs; and Mr. Lee, 5,600 Performance RSUs. The Performance RSUs cliff vest after three years if the Company achieves pre-established performance goals and if the Named Executive Officer remains in employment until December 31, 2016. The performance goal is met at target, and the number of Performance RSUs previously described will vest, if the Company’s return on invested capital for the 3-year performance period ending December 31, 2016, is 10%. If 80% of the target performance goal is met, then one-half of the Performance RSUs will vest. If 120% of the target performance goal is met, then two times the number of Performance RSUs will vest. Achievement of the performance goal between threshold and target, and between target and superior will be linearly interpolated. The size of these Performance RSU grants was determined by the Compensation Committee following its review of the benchmarking analysis of Cook & Co. Performance RSUs that vest will be settled 50% in cash and 50% in shares of our common stock.

It was the intention of the Committee and the Board that the value of the Performance RSUs granted in 2014 constitute approximately 50% of the total value of the target long-term incentive opportunity granted during the year. The use of Performance RSUs as an element of the equity-based component of the 2014 long-term incentive program was deemed an effective means of supporting the desired alignment of the interests of the Company’s executives with those of the Company’s stockholders for several reasons, including the corresponding increase in the value of Performance RSUs with the growth in value of the Company’s common stock; the continued impact of changes in the value of the Company’s common stock on the value of the Performance RSUs, even at levels below the fair market value of such common stock on the date of grant. In addition, the use of a return on invested capital performance goal introduces a capital efficiency metric in the Company’s incentive program and further enhances the focus on long-term performance.

Retirement Plan Benefits

The Named Executive Officers other than Mr. de Miguel participate in our qualified defined benefit retirement plan, our 401(k) savings plan and our nonqualified retirement plans.plan. Benefits under these plans provide executives with an income source during their retirement years and reward executives for long service to the Company. Messrs. Stephenson and Campbell are also covered under our Qualified Defined Benefit Plan, which was frozen January 31, 2009. Mr. de Miguel, who is employed primarily in Germany, receives a percentage of his annual base salary as a defined contribution retirement benefit. We believe that our retirement plans are generally competitive in the industries in which we compete for executives and assist the Company in attracting and retaining a high caliber executive leadership team. Please see the 20132014 Pension Benefits table, the 20132014 Nonqualified Deferred Compensation table, and the accompanying narratives for further information regarding the Company’s retirement plans.

Termination and Change in Control Benefits

CertainTwo of our Named Executive Officers, Messrs. Stephenson and Campbell, receive certain benefits under their employment agreements with the Company upon certain termination of employment events, including following a change in control of the Company. Mr. Verwilst separated from the Company during 2013 and received severance benefits in accordance with his employment agreement. OtherTwo of our Named Executive Officers, Messrs. Edwards and Lee, who are not party to formal employment agreements are entitled to such benefits through the Company’s Executive Severance Pay Plan. These benefits, described in detail under “Terms Applicable to Payments upon Termination of Employment” below, are intended to ensure that the executive leadership team is able to objectively evaluate potential change in control transactions by addressing the potential personal impact of such transactions on our executives.

Health Benefits

The Company provides the Named Executive Officers other than Mr. de Miguel with health and welfare benefits under its Health & Well-Being Benefit Plan that is made available generally to its salaried employees. The Health & Well-Being Benefit Plan is a flexible plan which permits participants to choose among various co-pay options and available benefits, including medical, prescription drug, dental, long termlong-term disability and life insurance, and other benefits, depending on the needs of the participant and his or her dependents. These benefits help the Company remain competitive in attracting and retaining a high caliber management team. Mr. de Miguel, who is employed primarily in Germany, is provided with health insurance comparable in value to that provided the other Named Executive Officers under the Health & Well-Being Benefit Plan.

Perquisites

The Company provides each of its senior executives with a vehicle for business and personal use through the Company’s vehicle lease program or through a vehicle allowance. The Company regards this program to be of benefit in attracting and retaining a high caliber management team.team, as it is a common industry perquisite. This benefit is treated by the Company as taxable income to the participant to the full extent of its value, and participants, including the Named Executive Officers, are not entitled to any full or partial “gross up” payment or similar compensation relating to this tax effect.

Signing BonusesRelocation and Agreements with Newly Hired ExecutivesExpatriate Benefits

Messrs. de Miguel and Lee commenced their employment with the Company in 2013 as presidents of the Company’s business units in the Europe and Asia Pacific regions, respectively. In addition to the base salary and incentive compensation described above, each received a one-time signing bonus upon the commencement of his employment: €250,000 (approximately $344,400 when converted into U.S. dollars) in the case of Mr. de MiguelCompany also agreed to provide certain relocation and $75,000 in the case of Mr. Lee.expatriate benefits. With respect to Mr. de Miguel, who relocated to Germany, to accept his new position, the Company further agreed to provide Company-leased housing at his assignment location relocation costs and a monthly allowance for additional living expenses. With respect to Mr. Lee, who relocated to China to accept his new position, the Company agreed to provide Company-leased housing at his assignment location and other amounts associated with his relocationassignment, including a goods and services allowance, relocation costs and dependent tuition costs.allowance. Mr. Lee’s expatriate benefits also include tax equalization payments and tax preparation services. These signing bonuses and considerations were deemed by the Committee as appropriate means of attracting highly qualified candidates to accept key leadership positions in competitive markets for executive talent.

Stock Ownership Policy

In March 2014, the Board adopted a policy requiring that corporate officers of the Company achieve specified levels of ownership of the Company’s common stock. The required ownership levels are based on multiples of each officer’s base salary. Under the new policy, corporate officers are required to hold 50% of the net shares resulting from stock option exercises or vesting of other stock basedstock-based awards until they reach their applicable stock ownership level. TheThis policy is intended to align the interests of the Company’s key executives with the interests of stockholders by maintaining a strong link between the Company’s long-term success and the ultimate compensation of key executives. The stock ownership levels whichthat must be achieved by the Company’s officers are as follows:

All Named Executive Officers are in compliance at the required multiple of Base Salary or are retaining their acquired amounts until they reach the required multiple.

Policy Concerning Transactions Involving Company Securities

The Company has a policy applicable to all directors, officers, and employees that prohibits certain transactions involving the Company’s securities, including engaging in short-term speculative transactions involving the Company’s securities, includingsuch as hedging transactions and buying or selling put or call options, holding the Company’s securities in a margin account, pledging the Company’s securities as collateral for a loan, or engaging in short sales of the Company’s securities.

“Say on Pay”: Advisory Votes on Executive Compensation Recovery Policy

In 2011,The Compensation Committee and Board of Directors approved a compensation recovery policy in 2014. The policy provides the Board asked the Company’s stockholdersability to indicate onrecoup incentive compensation upon a non-binding, advisory basis whether they approved the Company’s executive compensation as disclosed in the 2011 proxy statement (“say on pay”). As part of its reviewfinancial restatement. The policy applies to all of the Company’s executive compensation program, the Committee considered the approval by approximately 96%officers of the votes castCompany. Recoverable compensation is any cash or equity-based compensation for which the Company’s “say on pay” vote atgrant, payment, or vesting was predicated upon the Company’s 2011 annual meetingachievements of stockholders and determinedfinancial results that were impacted by the Company’s executive compensation philosophy and compensation elements continued to be appropriate and did not make any specific changes to the Company’s executive compensation program in response to the 2011 “say on pay” vote.restatement.

Compensation Committee Report

The Compensation Committee of the Board of Directors of Cooper-Standard Holdings Inc. oversees the Company’s compensation program on behalf of the Board. In fulfilling its oversight responsibilities, the Compensation Committee reviewed and discussed with management the Compensation Discussion and Analysis set forth in this proxy statement.

In reliance on the review and discussions referred to above, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be incorporated in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013,2014, and the Company’s Proxy Statement to be filed in connection with the Company’s 20142015 Annual Meeting.

Compensation Committee

Kenneth L. Way

Jeffrey E. Kirt

Larry J. Jutte

Glenn R. August

Executive Compensation

Set forth below is information regarding compensation for services to the Company in all capacities of the following executive officers of the Company (the “Named Executive Officers”) during the year ended December 31, 2013:2014: (i) our Chief Executive Officer; (ii) our Chief Financial Officer; and (iii) the three most highly compensated executive officers other than the Chief Executive Officer and Chief Financial Officer who were serving as executive officers at December 31, 2013. Information is also provided with respect to Michael C. Verwilst, whose employment as Vice President, Mergers & Acquisitions of the Company ended effective February 8, 2013.2014.

20132014 SUMMARY COMPENSATION TABLE

(2)

when converted to U.S. dollars). The amount shown in column (c) for Mr. Lee represents the actual prorata 2013 base salary received for the portion of the year from his date of hire on January 15, 2013, consistent with an annualized base pay rate for 2013 of $500,000. The amount shown in column (c) for Mr. Verwilst for 2013 represents the actual prorata base salary received for the portion of the year through his February 8, 2013 separation date, consistent with an annualized base pay rate for 2013 of $395,000.

(3)	The amounts shown in column (d) represent one-time signing bonuses of: for Mr. de Miguel, €250,000 ($344,404 when converted to U.S. dollars); and for Mr. Lee, $75,000.

(4)

The amounts shown in column (e) represent the aggregate grant dategrant-date fair value of restricted stock unit awardstime-vesting RSUs and Performance RSUs granted under the Omnibus Plan and are computed in accordance with Financial Accounting Standards Board Accounting Standards Codification 718, Stock Compensation (“ASC Topic 718”). In the case of Performance RSUs, the amounts shown are based on the probable outcome of performance conditions at the time of the grant, consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under ASC Topic 718 as follows: Mr. Edwards - $1,099,418; Mr. Stephenson - $615,939; Mr. Campbell - $463,610; Mr. de Miguel - $404,003; and Mr. Lee - $370,888. Assuming the highest level of performance is achieved for the Performance RSUs, the maximum value of these awards at the grant date would be as follows: Mr. Edwards - $2,198,836; Mr. Stephenson - $1,231,878; Mr. Campbell - $927,220; Mr. de Miguel - $808,006; and Mr. Lee - $741,776.

Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. Assumptions used in the calculation of these amounts are included in Note 18 to the Company’s audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2013.2014.

20132014 GRANTS OF PLAN-BASED AWARDS

The following table sets forth information regarding plan-based awards made to the Named Executive Officers during 2013.2014.

by the Company’s Board in December 2013.2014. The determination of annual incentive award payments is described under “Annual Incentive Award” under the Executive Compensation Components section. The amounts set forth in footnote (5)(4) under column (g) of the Summary Compensation Table refer to actual payments for 20132014 annual incentive awards based on the achievement by the Company of adjustedAdjusted EBITDA and Operation Cash Flow in 20132014 as compared to the established targets.

grant and expire on the earliest to occur of: (i) the tenth anniversary of the date of grant; (ii) the first anniversary of the date of the optionee’s termination of employment due to death or disability, or in connection with a Change of Control; (iii) the third anniversary of the date of the optionee’s termination of employment due to retirement after attaining age 65 or attaining age 60 with at least 5 years of service, by the Company without cause, by the optionee for good reason,service; or in connection with a change in control; or (iii)(iv) 90 days following the date of the optionee’s termination of employment for cause or by the optionee without good reason.Company and its affiliates for any reason not described in clauses (ii) through (iv) above.

OUTSTANDING EQUITY AWARDS AT 20132014 FISCAL YEAR-ENDYEAR END

The following table sets forth information concerning outstanding equity awards held by the Named Executive Officers at December 31, 2013.2014.