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  ¨x                              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 10, 201520, 2016

Dear Cooper Standard Stockholder:

On behalf of the Board of Directors of Cooper-Standard Holdings Inc. (“Cooper Standard” or the “Company”), you are cordially invited to attend the 20152016 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on May 7, 2015,19, 2016, at 9:00 a.m. (Eastern Time) at the Omni Berkshire Place, 21 East 52nd Street, 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 Standard from documents we have filed with the Securities and Exchange Commission.Commission, which can be found on our website, www.cooperstandard.com.

You are being asked at the Annual Meeting to elect the directors ofdirector nominees described in the Companyproxy statement for a one-year term, to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2015,2016 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,

Jeffrey S. Edwards

Chairman and Chief Executive Officer

Meeting Notice

Proxy Statement

Cooper-Standard Holdings Inc.

39550 Orchard Hill Place

Novi, Michigan 48375

20152016 ANNUAL MEETING OF THE STOCKHOLDERS

Meeting Notice

WHERE

Omni Berkshire Place

21 East 52nd Street

New York, New York 10022

WHEN

Thursday, May 7, 201519, 2016 at

9:00 a.m. Eastern Time

WHY

RECORD DATE:The close of business on March 30, 2015.31, 2016.

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 6one of the attached proxy statement. As long as you were a stockholder on March 30, 2015,31, 2016, you are invited to attend the meeting or 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 10, 201520, 2016

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on May 7, 2015:19, 2016:

This meeting notice, the 20152016 proxy statement and our 20142015 annual report on Form 10-K for the fiscal year ended December 31, 2014,2015, and any amendments or supplements to the foregoing material that isare required to be furnished to stockholders are available on our website atwww.cooperstandard.com/investor_home.phpwww.ir.cooperstandard.com..

This proxy statement is issued by Cooper-Standard Holdings Inc. in connection with the 2016 Annual Meeting of Stockholders scheduled for May 19, 2016. This proxy statement and accompanying proxy card are first being mailed to stockholders on or about April 20, 2016.

20152016 ANNUAL MEETING OF STOCKHOLDERS

Proxy Statement

April 10, 201520, 2016

Table of Contents

This proxy statement is issued by Cooper-Standard Holdings Inc. in connection with the 2015 Annual Meeting of Stockholders scheduled for May 7, 2015. This proxy statement and accompanying proxy card are first being mailed to stockholders on or about April 10, 2015.

i

Proposals

Proposal 1: Election of Directors

Upon the recommendation of our Governance Committee, the Board of Directors of the Company has nominated the eight individuals listed below to stand for election to the Board for a one-year term ending at the annual meeting of stockholders in 2016 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 statementImportant Information about Voting 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.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 nominees 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 president and general manager from 2004 to 2012. Mr. Edwards served as Johnson Controls’ group vice president and general manager for Automotive Experience North America from 2002 to 2004. He completed an executive training program at INSEAD and earned a 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: Standex International Corp. Former Directorships: None Age: 52
Sean O. Mahoney		Nominated 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 Financial Sponsors Group, followed by four years at Deutsche Bank Securities where he served as vice chairman, global banking. During his banking career, Mr. Mahoney 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 consultant to Silver Point Capital. He earned his graduate degree from Oxford University, where he was a Rhodes Scholar, and his undergraduate degree from the University of Chicago. Qualifications: Mr. Mahoney has a depth of expertise in capital markets and business strategy. He also has extensive experience in structuring and executing financing transactions, and mergers and acquisitions. Additionally, Mr. Mahoney has public company directorship and committee experience. Current Directorships:Delphi Automotive PLC and post-bankruptcy Lehman Brothers Holdings Inc. Former Directorships: None Age: 52

David J. Mastrocola		Director of the Company since May 2010, Lead Director since January 2011. Mr. Mastrocola was a partner and managing 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 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: Famous Dave’s of America, Inc. Former Directorships: None Age: 53
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 the Audit Committee of our Board of Directors. In 2007, Mr. Sidlik retired from the DaimlerChrysler AG Board of Management in Germany after a 34-year career in the automotive industry. He previously served as chairman and CEO of Chrysler Financial Corporation, chairman of the Michigan Minority Business Development Council and vice chairman of the National Minority Supplier Development Council. Mr. Sidlik has been on the board of directors of Delphi Automotive PLC and Delphi Automotive LLP since 2009. Previously he served on the Board of Regents of Eastern Michigan University, where he served as vice chairman and chairman of the board. Qualifications: Mr. Sidlik’s extensive experience in the automotive industry provides the Board with strategic, management and industry expertise. Current Directorships: Delphi Automotive PLC Former Directorships: Chrysler Financial Corporation Age: 65

Stephen A. Van Oss		Director of the Company since August 2008. Mr. Van Oss also serves as Chairman of the Audit Committee and as a member of the Governance Committee of our Board of Directors. Mr. Van Oss is the senior vice president and chief 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 president and chief financial and administrative officer of WESCO. From 2000 to 2004, he served as vice president and chief financial officer of WESCO. He served as WESCO’s director, information technology from 1997 to 2000 and as its director, 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 officer and chief financial and administrative officer of WESCO International, Inc. He has expertise in distribution and in information technology, having served as WESCO’s director, information technology. Current Directorships: WESCO International, Inc. Former Directorships: William Scotsman International, Inc. Age:60

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

Election of the nominees for the eight 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 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 2014, the Board met 8 times. Each director of the Company in office during 2014 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: Ratification of Appointment of Independent Registered Public Accounting Firm

Proposal 2 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 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 2015 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 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 30, 2015.31, 2016. As of the record date, there were17,081,158 17,198,850 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 6, 2015.18, 2016.

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. A 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 to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2015,2016, 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 expectWithout instructions from you, brokers will be permitted to exercise voting discretion with respect to non-routine matters, such as the proposal to ratify the appointment of Ernst & Young as our independent registered public accounting firm for 2015auditors, but will not be permitted to be the only routine matter being voted on at the Annual Meeting and, therefore, expect that brokers will be ableexercise voting discretion with respect to vote on that proposal in their discretion if you havenon-routine matters, such as election of directors.

We do not provided voting instructions.

The Company actively solicitscurrently plan to hire a 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,solicitor to help us solicit proxies and has agreedfrom brokers, bank nominees or other institutions or stockholders, although we reserve the right to pay them $16,000 plus out-of-pocket expenses for this service, subject to adjustment under certain circumstances.do so. 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.

Proposals

Proposal 1: Election of Directors

Upon the recommendation of our Governance Committee, the Board of Directors of the Company has nominated the nine individuals listed below to stand for election to the Board for a one-year term ending at the annual meeting of stockholders in 2017 or until their successors, if any, are re-elected or appointed, or until their earlier resignation, removal, or death. All of these nominees have consented to being named in this proxy statement and to serve, if elected. If any of them is unable or declines to serve as a director, 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.

Election of the nominees for the nine 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, even if less than a majority, is elected for that seat. Votes “withheld” from one or more director nominees will have no effect on the outcome of the vote with respect to the election of directors.

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 nominees 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 president and general manager from 2004 to 2012. Mr. Edwards served as Johnson Controls’ group vice president and general manager for Automotive Experience North America from 2002 to 2004. He completed an executive training program at INSEAD and earned a Bachelor of Science from Clarion University. Qualifications: Mr. Edwards has substantial leadership and operational experience in the automotive industry, having held key executive positions in his 28 years with Johnson Controls in addition to his service as our Chairman and Chief Executive Officer. Other Current Public Directorships: Standex International Corp. Former Public Directorships (past 5 years): None Age:53
Sean O. Mahoney		Director of the Company since May 2015 and currently serves as a member of the Audit Committee. Mr. Mahoney is a private investor with over two decades of experience in investment banking and finance. In addition, Mr. Mahoney has served as a consultant to Silver Point Capital since August 2013. Mr. Mahoney spent 17 years in investment banking at Goldman, Sachs & Co., where he was a partner and the head of the Financial Sponsors Group, followed by four years at Deutsche Bank Securities where he served as vice chairman, global banking. During his banking career, Mr. Mahoney acted as an advisor to companies across a broad range of industries and product areas. In addition to his public company board memberships, Mr. Mahoney has served on the post-bankruptcy board of Lehman Brothers Holdings Inc. since 2012, and the board of Formula One Holdings since 2014. He earned his graduate degree from Oxford University, where he was a Rhodes Scholar, and his undergraduate degree from the University of Chicago. Qualifications: Mr. Mahoney has a depth of expertise in capital markets and business strategy across a wide variety of companies and sectors, including industrial and automotive. He also has extensive experience in structuring and executing financing transactions, and mergers and acquisitions. Other Current Public Directorships:Delphi Automotive PLC and Alcoa Inc. Former Public Directorships (past 5 years): None Age: 53

David J. Mastrocola		Director of the Company since May 2010 and Lead Director since January 2011. Mr. Mastrocola is a private investor. Mr. Mastrocola is a former partner and managing director of Goldman, Sachs & Co., where he worked from 1987 until 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 firm-wide capital and commitments committees. Mr. Mastrocola currently serves as a trustee for Save the Children Federation, Inc. He has a Bachelor of Science in Accounting from Boston College and an MBA from Harvard University. 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. Other Current Public Directorships: None Former Public Directorships (past 5 years): Famous Dave’s of America, Inc. Age: 54
Justin E. Mirro		Director of the Company since May 2015 and currently serves as a member of the Governance Committee. 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 of Kensington Capital Partners LLC and has been its president 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. Other Current Public Directorships: None Former Public Directorships (past 5 years): None Age: 47

Robert J. Remenar		Director of the Company since May 2015, and currently serves as a member of the Compensation Committee. 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 from 1998 to 2002 and several executive and managerial positions within General Motors from 1985 to 1998. Mr. Remenar earned his Master’s degree in Business and Professional Accountancy from Walsh College and his undergraduate degree from Central Michigan University. Qualifications: Mr. Remenar has extensive operational, management and leadership experience, specifically in the automotive industry. Mr. Remenar has long-standing relationships with automotive customers, suppliers and has extensive capital markets experience. Other Current Public Directorships: PKC Group Plc Former Public Directorships (past 5 years): None Age: 60
Sonya F. Sepahban		Nominated to the Board in April 2016. Ms. Sepahban is currently a Board of Directors member at Genomenon, Inc. and the Cranbrook Institute of Science. From 2009 to 2015, Ms. Sepahban served as the Senior Vice President of Engineering, Development and Technology at General Dynamics Land Systems (“GDLS”), a business unit of General Dynamics Combat Systems Group—a global leader in the design, development, production, support, and enhancement of tracked and wheeled military vehicles—where she had responsibility for all GDLS products developed for governmental and commercial customers worldwide. Prior to her employment at GDLS, Ms. Sepahban held a number of leadership positions with Northrop Grumman Space Technology, including as the Senior Vice President and Chief Engineer from 2007 to 2009 where she was responsible for program execution, product development, and continuous improvement; Vice President of Systems Engineering from 2006 to 2007; Vice President and Chief Technology Officer from 2004 to 2006; and Vice President and Deputy General Manager of Engineering from 1997 to 2004. Prior to her employment at Northrop, Ms. Sepahban held a number of technical and management positions at the NASA Johnson Space Center on the Space Shuttle and International Space Station programs from 1989 to 1997. Ms. Sepahban also has an extensive background working and living in Europe and with international customers. Ms. Sepahban has a Bachelor’s degree in Chemical Engineering from Cornell University and a Political Science degree from the institute of Political Sciences in Paris, France. She also has a Master’s degree in Chemical Engineering from Rice University and an MBA from the University of Houston. Qualifications: Ms. Sepahban has extensive experience in engineering, production, technology, P&L management, and global operations within the aerospace and defense, manufacturing, and engineering services sectors. Her skills and background provide the Board with expertise in overseeing the engineering, development, and production operations of large global organizations. Other Current Public Directorships: None Former Public Directorships (past 5 years): None Age:55

Thomas W. Sidlik		Director of the Company since January 2014 and currently serves as Chairman of the Governance Committee and as a member of the Audit Committee. In 2007, Mr. Sidlik retired from the DaimlerChrysler AG Board of Management in Germany after a 34-year career in the automotive industry. He previously served as chairman and Chief Executive Officer of Chrysler Financial Corporation, chairman of the Michigan Minority Business Development Council and vice chairman of the National Minority Supplier Development Council. Mr. Sidlik has been on the board of directors of Delphi Automotive PLC and Delphi Automotive LLP since 2009. Previously he served on the Board of Regents of Eastern Michigan University, where he served as vice chairman and chairman of the board. He received a bachelor of science degree from New York University and an MBA from University of Chicago. Qualifications: Mr. Sidlik has extensive experience in the automotive industry provides the Board with strategic, management and industry expertise. Other Current Public Directorships: Delphi Automotive PLC Former Public Directorships (past 5 years): None Age: 66
Stephen A. Van Oss		Director of the Company since August 2008 and currently serves as Chairman of the Audit Committee and as a member of the Compensation Committee. Mr. Van Oss was the senior vice president and chief operating officer of WESCO International, Inc., a leading distributor of electrical construction and industrial maintenance products, a position he held from September 2009 until his retirement in December 2015. He served as a director of WESCO from 2008 to 2015. From 2004 to 2009, Mr. Van Oss served as senior vice president and chief financial and administrative officer of WESCO. From 2000 to 2004, he served as vice president and chief financial officer of WESCO. He served as WESCO’s director, information technology from 1997 to 2000. He serves as a trustee of Robert Morris University, chairs its finance committee, and is a member of its governance committee. Mr. Van Oss received a BS in Accounting from Wright State University and an MBA from Cleveland State University. Qualifications: Mr. Van Oss has substantial leadership experience in business operations and finance, having served as both chief operating officer and chief financial and administrative officer of WESCO International, Inc. He has expertise in distribution and in information technology, having served as WESCO’s director, information technology. Other Current Public Directorships: None Former Public Directorships (past 5 years): WESCO International, Inc. Age:61

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

Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm

Proposal 2 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 2016. 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 2016 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 2016.

Corporate Governance

Cooper Standard is committed to sound corporate governance principles. Having such principles is essential to maintaining our integrity in the marketplace and ensuring that we are managed for the long-term benefit of our stockholders. Our business is overseen by our Board of Directors. Our Board strives to promote the success and continuity of our business through the selection of a qualified management team. It is also encourages banks, brokersresponsible for making certain that our activities are conducted responsibly, lawfully and ethically.

The Board has adopted Corporate Governance Guidelines, which provide a framework for the effective governance of the Company. The Board has also adopted a Code of Conduct, which applies to all directors, officers, and employees, 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 Conduct, and committee charters are available on our website atwww.cooperstandard.com under the “Investors” tab or in printed form upon request by contacting Cooper Standard at 39550 Orchard Hill Place, Novi, Michigan 48375, Attention: Investor Relations. The Board regularly reviews corporate governance developments and modifies our policies as warranted. Any modifications will be reflected on our website. In addition, if the Board grants any waivers from our Code of Conduct to any of our directors or executive officers, or if we amend our Code of Conduct, we will, if required, disclose these matters through the “Investor” section of our website on a timely basis. 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.

Board of Directors

Independence of Directors

Our Corporate Governance Guidelines provide that a majority of the members of the Board must meet the criteria for independence set forth under applicable law and the New York Stock Exchange (“NYSE”) listing standards. The Board determines on an annual basis whether each director qualifies as independent under these criteria. In addition to applying the NYSE independence rules, the Board will consider all relevant facts and circumstances of which it is aware in making an independence determination with respect to any director. Furthermore, our Audit, Compensation and Governance Committees are constituted so as to comply with the NYSE listing standards regarding independence.

The Board has determined that Messrs. August, Mahoney, Mirro, Remenar, Sidlik, Van Oss, and Ms. Sepahban are independent as determined pursuant to NYSE rules. Mr. Edwards is not independent because he is our CEO. Mr. Mastrocola is not independent under 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 our financial statements.

Board Leadership Structure

The Board’s leadership structure currently includes a combined Chairman and Chief Executive role with a non-employee Lead Director, as permitted by our Corporate Governance Guidelines. Mr. Edwards serves as Chairman of the Board of Directors as well as our Chief Executive Officer. The Board believes that this structure is in the best interests of our stockholders as it takes into consideration the importance of having a chairman with in-depth knowledge of and experience in our industry, as well as promotes communication between management and the Board, in particular with respect to the Board’s oversight of the Company’s strategic direction. In addition, this structure helps ensure that the non-employee directors’ attention is devoted to the issues of greatest importance to the Company and our stockholders. Our Board periodically reviews its determination to have a single individual serve as both Chairman and CEO.

The Lead Director is elected by the independent, non-employee members of the Board upon the recommendation of the Governance Committee. The Board believes that the role of the 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-employee directors achieves an appropriate balance between the effective development of key strategic and operational objectives and independent oversight of management.

Mr. Mastrocola has been chosen as the Lead Director. The Lead Director (i) presides at meetings and sessions of the non-employee directors 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 custodianmatters relating to meetings of the Board; (iii) in consultation with the Compensation Committee, assists the Board in connection with its evaluation of the performance of the CEO; and (iv) undertakes such other activities as may be requested by the Board or required by applicable laws, regulations, or rules.

Board’s Role in Risk Oversight

The Board is responsible for analyzing and overseeing material risks we face. The Board works with our executive leadership team to identify significant risks to our business. Management continually monitors the following general categories of risk related to our business: financial reporting risk, strategic and macroeconomic risk, operational risk, and legal and compliance risk. Those risks are regularly reviewed with the Board and its committees. The Board ensures that appropriate policies and procedures are in place to identify and mitigate risks and that those policies and procedures are followed.

In addition to the role of the full Board in overseeing risk, the Board committees are also involved in risk oversight. The Audit Committee reviews with management (i) our policies with respect to risk assessment and management of risks that may be material to the Company, (ii) our system of disclosure controls and system of internal controls over financial reporting, and (iii) our compliance with legal and regulatory requirements. The Compensation Committee regularly reviews our compensation programs and practices and determines whether any such programs or practices create risks that are likely to have any material adverse effect on Cooper Standard. If such risks are present, the Compensation Committee may require changes to our compensation programs or practices to eliminate such risks. The Compensation Committee has determined that our compensation programs and practices are conservative and create no risks that would have any material adverse effect on Cooper Standard. The Governance Committee reviews and oversees risks related to our governance structure and processes, related party transactions, and our legal and ethical compliance programs, including our Code of Conduct.

Meetings

Our Board of Directors met eight times in 2015. As set forth in our Corporate Governance Guidelines, Board members are expected to attend Board meetings and meetings of the Committees on which they serve. All directors are also strongly encouraged to attend our annual meeting of stockholders. Each of our incumbent director nominees attended at least 75% of the meetings of our Board and fiduciariesthe committees on which such director served during 2015. Seven of the eight incumbent directors attended the 2015 Annual Meeting.

Meetings of Non-Employee Directors

In accordance with our Corporate Governance Guidelines and the listing standards of NYSE, our non-employee directors meet regularly in executive sessions of the Board without management present. Executive sessions of non-employee 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 supply proxy materials to stockholders and reimburses them for their expenses.lead the session.

Company Information

The Board’sBoard Committees and Their Functions

Committees of the Board of Directors

Our Board of Directors currently has anthree standing committees: the Audit Committee, athe Compensation Committee, and athe Governance Committee. The following chart sets forth the directors who currently serve as members of each of the Board committees.

Audit Committee

In 2015, the Audit Committee held five meetings. Our Audit Committee currently consists of Messrs. Van Oss, Sidlik,Mahoney, and Way.Sidlik. Mr. Van Oss serves as the Chairman of the Audit Committee. The Board of Directors has determined that each member of the Audit Committee is financially literate and that Messrs.Mr. Van Oss and Way each qualifyqualifies as an “auditaudit committee financial expert” (asexpert, as defined in Item 407(d)(5)by the rules and regulations of Regulation S-K).the SEC. The Board of Directors has further determined that each member of the Audit Committee is independent under applicable New York Stock Exchange (“NYSE”)NYSE listing standards and the rules of the Securities and Exchange Commission (the “SEC”).SEC rules. The Audit Committee is responsible fororganized and conducts its business pursuant to a written charter adopted by the Board and available on our website. The Audit Committee’s principal responsibilities include: (i) reviewing and discussing with management andselecting our independent auditorsregistered public accounting firm; (ii) overseeing our annual auditedaccounting and financial statementsreporting processes and the audit of our annual and quarterly financial statementsstatements; (iii) overseeing our compliance with legal 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;regulatory requirements; (iv) reviewing and evaluating the independence, qualifications, and performance of our independent auditors;auditors and the performance of our internal audit function; and (v) investigating matters relating to management’s integrity, including adherence to standardsreviewing and overseeing our system of business conduct established in our policies;internal controls regarding finance, accounting, 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 2014, the Audit Committee met 5 times.legal compliance.

Compensation Committee

Our Compensation Committee met seven times in 2015, and currently consists of Messrs. Way, August, Remenar, and Jutte.Van Oss. Mr. WayAugust serves as the Chairman of the Compensation Committee. The Board of Directors has determined that each member of the Compensation Committee is independent under applicable NYSE listing standards.standards and SEC rules. The Compensation Committee is responsible fororganized and conducts its business pursuant to a written charter adopted by the Board and available on our website. The Compensation Committee’s principal responsibilities include: (i) the reviewreviewing and approval ofapproving 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 ofevaluating the performance of the Chief Executive Officer and other executive officers and the determination and approval ofdetermining their compensation; (iii) the reviewestablishing our overall compensation philosophy and approval ofreviewing and approving executive

compensation programs;programs, and assessing related risks; (iv) the reviewreviewing and approval of contracts and transactionsapproving any employment or severance arrangements with executive officers; (v) the reviewreviewing and approval ofapproving equity-based compensation plans and awards made pursuant to such plans; (vi) working with the approval, reviewCEO and oversight ofthe Board with respect to succession planning; and (vii) overseeing the Company’s employee benefit plans, of the Company, including the delegation of responsibility for such programs to the Company’s Benefit Plan Committee;Committee.

The Compensation Committee has engaged Frederic W. Cook & Co., Inc. (“Cook & Co.”) as its independent compensation consultant. The consultant reports directly to the Compensation Committee, including with respect to management’s recommendations of compensation programs and (vii) taking such actions as may be required or permitted under applicable law to be taken by aawards. The consultant advises the Compensation Committee on behalfa number of uscompensation-related considerations, including compensation practices among our peer group companies, pay-for-performance measures, competitiveness of pay levels, program design and our Board of Directors.

The Board of Directorsmarket trends. Other than consulting on executive compensation matters, Cook & Co. has adopted a Compensation Committee charter, a copy of which is available at www.cooperstandard.com. In 2014,performed no other services for the Compensation Committee met 6 times.or the Company.

Governance Committee

Our Governance Committee met six times in 2015, and currently consists of Messrs. Sidlik, Jutte,August, and Van Oss.Mirro. Mr. Sidlik serves as the Chairman of the Governance Committee. The Board of Directors has determined that Messrs. Sidlik, Jutte, and

Van Oss areeach member of the Governance Committee is independent under applicable NYSE listing standards.standards and SEC rules. The Governance Committee is responsible fororganized and conducts its business pursuant to a written charter adopted by the Board and available on our website. The Governance Committee’s principal responsibilities include: (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 and board committee memberships; (iii) developing and recommending to the Boardensuring compliance with corporate governance principles and practices applicable to the Company, including director access to management and management succession plans;Company; (iv) reviewing the Company’sour legal compliance and ethics programs and monitoring compliance with the Company’s governance principles, policies, and code of business conduct and ethics;policies; (v) reviewing and approvingrecommending to the full Board director compensation, andas well as 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 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) in consultation with 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. August, Mahoney, Mirro, Remenar, Sidlik, and Van Oss 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 (i) Company policies with respect to risk assessment and management of risks that may be material to the Company, (ii) the Company’s system of disclosure controls and system of internal controls over financial reporting, and (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 persons 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 2014 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. 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 that 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 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 director candidates for director recommended by stockholders. The committeeGovernance Committee will evaluate candidates recommended for director by stockholders using the same criteria that it uses in evaluating any other candidate. Stockholders wishingThe procedures for a stockholder to make such a recommendation should send to the Governance Committee, at the address givennominate director candidates are described below under “Communications with the Board of Directors,“Stockholder Nominations.” 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 committeeGovernance Committee will consider candidates recommended by management, members of the Board, search firms, and other sources. Mr. August, a former director of the Company and chief executive officer of Oak Hill Advisors, a long-time substantial stockholder, was well-known to and recommendedsources as a nominee by certain stockholders and directors. Messrs. Mahoney, Mirro, and Remenar were recommended as nominees by certain stockholders and directors.necessary.

In identifying and evaluating nominees for director, the committeeGovernance Committee takes into account the applicable requirements for directors under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the NYSE listing rules of the NYSE.rules. In addition, the committeeGovernance 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 automotive or manufacturing industry experience, 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 ofAlthough the committee isBoard does not have a formal diversity policy, the Governance Committee seeks 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 Governance Committee will consider director candidates recommended by stockholders. 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 20162017 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).

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, a former officer, 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. 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.

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-employee 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-managementnon-employee 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.

Director Compensation

Summary of Compensation

Members of the Board of Directors who are not Cooper Standard employees receive an annual cash fee of $80,000 and, if they chair a committee, an additional fee of $10,000 per year. The Lead Director receives an additional fee of $15,000 per year, less any amount the Lead Director may receive in fees as chair of a committee. Non-employee directors are also eligible to receive equity grants under our 2011 Omnibus Incentive Plan. In 2015, the value of the equity awards granted to non-employee directors was approximately equal in value to the annual base director fee.

The following table sets forth information regarding the compensation received by each non-employee director during the year ended December 31, 2015.

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 30, 2015.31, 2016. Unless otherwise indicated, the address of each beneficial owner is c/o Cooper-Standard Holdings Inc., 39550 Orchard Hill Place, Novi, Michigan 48375.

TABLE OF STOCK OWNERSHIP

common stock;stock (including 562,992 shares of common stock issuable upon the exercise of warrants); Edward A. Mulé, co-founderCEO and partnerPortfolio Manager of Silver Point Capital, L.P., had sole voting and dispositive power with respect to 100,000 shares of common stock (including 50,000 shares of common stock issuable upon the exercise of warrants) and shared voting and dispositive power with respect to 5,273,4444,148,554 shares of common stock; and Robert J. O’Shea, managerChairman of Silver Point Capital, L.P., had shared voting and dispositive power with respect to 5,273,4444,148,554 shares of common stock. The address for Silver Point Capital, L.P. is Two Greenwich Plaza, 1st Floor, Greenwich, Connecticut 06830.

Compensation Discussion and Analysis

This Compensation Discussion and Analysis describes the key principles and material elements of the Company’s compensation policiesprograms applicable in 2014 to theour “Named Executive Officers” of the Companyor “NEOs” in 2015 as 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 executive compensation programs establishedCooper Standard reported record results in 2011 remained2015. In particular, we earned net income of $111.9 million, an increase of 161.5% over 2014, on sales of $3.34 billion. Our 2015 fourth quarter marked the fifth consecutive quarter in effect through 2013.

In the first quarter of 2013, the Committee engaged Frederic W. Cook & Co., Inc. (“Cook & Co.”) as its 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 effectivewere able to deliver significant year-over-year margin improvement. Our adjusted EBITDA margin for 2015 was 10.8% compared to 9.6% in 2014.

The Company achieved 87% of the Adjustedadjusted 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 applicabletargets that were established for determining annual incentive bonuses. As more fully described below, this resulted in annual incentive payments 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 awardsour NEOs of 133% to executive officers, including Named Executive Officers, who were employed by the Company in 2012.142% of target.

Compensation Philosophy and Objectives

The objective of the Company’sOur compensation program is to linkprograms are designed to:

To help achieve these goals, we believe compensation for executive officers should include the following components:

In 2013,

The Compensation Committee regularly reviews these components and evaluates each in connection with furthering our compensation philosophy and objectives. To assist it in determining appropriate compensation levels and components, the Compensation Committee in consultation with the Board reaffirmed the philosophy that the targetreviews market data and best practices, and benchmarks our compensation of the Company’s executives, including the Named Executive Officers, based on the achievement of target-level performance, should beagainst executive compensation paid by our peer group companies as discussed below. The Compensation Committee generally targets compensation for our NEOs at approximately the 50^th percentile among the peer group of companies, and recognizing that actual compensation levels could fallbe above or below median levels or reach higher levels commensurate with actual financialdepending on our performance. The Committee and Board also affirmed that executive pay should be based on market data, but that pay positioningIn addition, compensation for individualsspecific executives can be above or below the marketpeer group median based on criticalitythe individual’s importance to the organization, the difficulty and cost of replacement, the expected future contribution to the organization, tenure at current position and skill-set relative to the external marketplace.

The executiveWe are committed to sound and effective pay practices. As such, we have adopted the following:

Processes Relating to Executive Compensation

It is the responsibility of theThe Compensation Committee to assistassists the Board in discharging the Board’sits responsibilities relating to the compensation of the Company’s executive officersour NEOs and the oversight ofoverseeing our compensation plans, policies and benefit programs. The Company’sOur human resources executives and professionals supportteam supports the Compensation Committee in its work. In evaluating and determining the salary and incentive compensation of our NEOs, the Company’s executive officers, theCompensation Committee receives informationrelies on data received from the Company’sindependent compensation consultant and the Chief Human Resources Officer, and the consulting firm engaged by the Committee as well as recommendations from the Company’s Chief Executive Officer.CEO. The Compensation Committee, as a whole, following discussions with the Chief Executive Officer,CEO, meets privately and determines the salary and incentive compensation of the Chief Executive OfficerCEO and the other executive officers of the Company.NEOs. Executives whose compensation is under consideration are not present during the Compensation Committee’s review meetings.meetings, and neither the CEO nor management has any input into the compensation decisions for the CEO. The considerations, criteria and procedures applicable to these determinations are discussed more fully under “Executive Compensation Components.”

Executive Compensation Review for 20142015

As discussed above, the Compensation Committee has engaged Cook & Co. as its independent compensation consultant. Cook & Co. has served as the Compensation Committee’s independent consultant since 2013. As part of its engagement, Cook & Co. benchmarked the target compensation levels of the Company’s executivesour NEOs in order to assess the competitiveness of the Company’sour executive compensation programs in the markets in which the Company competeswe compete for executives,talent, focusing in particular on base salaries, target annual incentive opportunities and target long-term incentive opportunities. Cook & Co. compared the Company’sour programs in these areas withto a comparator group: apeer group comprised of 16 publicly tradedpublicly-traded automotive suppliers with 20132014 annual revenues between $0.8$0.7 billion and $7.5$8.3 billion with aand median revenues of $2.7$2.9 billion. Cook & Co. supplemented its analysesanalysis of peer group proxy data with general industry surveys.surveys, comparing peer group executives with similar revenue responsibilities, as applicable. The peer group was reviewed by the Compensation Committee, and no changes were made for 2015.

The following is a list of the2015 peer group companies constituting the automotive supplier comparator group.are:

Based on its competitiveFall 2014 analysis (which was used to analyze target Total Direct Compensation (“TDC”) for 2015), Cook & Co. concluded that base salaries arefor our NEOs were generally at or above the median and within the competitive range. TargetThe competitiveness of target bonus percentages areopportunities varies by executive. All executives had target cash compensation at or nearabove the market median and althoughwith the exception of the CEO and CFO, are somewhatwho were positioned slightly below the median, when combined with the base salaries this results inmedian. Relative to survey data, executive target cash compensation positioning at or near the median. The target total compensation approximatesTDC levels are 85% of the median, ofin the peer group and survey data.aggregate.

As discussed above,

Apart from the work it performed for the Compensation Committee, engaged Cook & Co. to assist it with its executive compensation determinations for 2014. Cook & Co. did not provide anyprovided no other services to the Company, andCompany. Accordingly, the Compensation Committee has concludeddetermined that the engagement and services of Cook & Co. in 2014 did not raise any2015 was appropriate and raised no conflict of interest.

2014 Say-on-Pay Vote

In May 2014, the Company held a stockholder advisory vote on the compensation of the Named Executive Officers. The Company’sour NEOs. Our stockholders overwhelmingly approved the compensation of the Named Executive OfficersNEOs as disclosed in the 2014 Proxy Statement, with approximately 99% of stockholder votes cast in favor of the “say on pay” resolution.say-on-pay advisory proposal. The Compensation Committee has determined that the Company’sour executive compensation philosophy, compensation objectives, and compensation elements continued to be appropriate and did not make any specificmaterial changes to the Company’sour executive compensation program in response to the 2014 “say on pay”“say-on-pay” vote. The next “say-on-pay” and “say-when-on-pay” vote will occur at the 2017 annual meeting.

Executive Compensation Components

The following describes the elementscomponents of the Company’s 2014our 2015 executive compensation program.program as approved by the Compensation Committee.

Base Salary

The Company’s senior executivesOur NEOs 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 CEO’s salary of the Chief Executive Officer and, taking into account recommendations from the Chief Executive Officer,CEO, 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 policyNEOs. Generally, our practice is to pay base salaries that are competitive in the markets in which it competeswe compete for executives and that take into accounttalent, commensurate with the responsibilities and contributions

of each executive. Base salary provides executives with a regular streamFive of income. The five Named Executive Officersthe NEOs were eligible for base salary adjustments in 20142015 and, based on the Compensation Committee’s evaluation of data supplied by Cook & Co., received salary increases averaging 3.26%3.9%, as follows.

Annual Incentive Award

Prior to or early in each fiscal year, the Compensation Committee has normally determineddetermines target annual incentive amounts payable to the executive officers of the Company, including the Named Executive Officers,NEOs upon the achievement of performance targets establishedapproved by the Compensation Committee for the year. Target annual incentives for 20142015 were split into two distinct components such that 70% of each executive officer’sthe incentive was evaluatedbased on the achievement of Adjustedan adjusted EBITDA¹ performance goals,goal, and the remaining 30% was evaluatedbased on the achievement of operationan operating cash flow² performance goals.goal. In determining payouts under each of the two components (Adjusted EBITDA and operation cash flow),component, actual payouts for executive officersNEOs with corporate-wide responsibilities were based on 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% ofwhole. For NEOs in the results of each executive officer’s regional business unit. units, the 70% adjusted EBITDA measure was further split so that the annual incentive was based on 30% regional adjusted EBITDA and 40% adjusted EBITDA for the Company as a whole.

Adjusted EBITDA and operationoperating cash flow are deemed by the Compensation Committee to be an appropriate objective measurementmeasurements of the financial performance of the Company. The Compensation Committee selected these metrics because they are indicators of our strategy to achieve sustained profitable growth and align executive compensation with the interests of our stockholders over the long term.

The annual incentive award program (the “AIP”) is designed to focus theour executive leadership team on the achievement of strong financial performance over a one-year period. In addition to establishing Adjusted EBITDA and operation cash flow performance targets, the achievement of which entitles senior executives to annual incentive payments at the target levels, theThe Compensation Committee establishes a “threshold” or minimum performance target, the achievement of which entitles executivesNEOs to an annual incentive payment equal to 50% of the target amounts.amounts for each performance metric. No annual incentive award is payable on either metric if the Company fails to meet the corresponding threshold performance target. In addition, theThe Compensation Committee also sets a “superior performance” target,level, the achievement of which entitles executivesNEOs to a maximum annual incentive payment equal to 200% of the target amounts.amounts (on each metric). The superior performance level represents a goal deemed difficult to achieve at the beginning of the year based on the

assumptions underlying the Company’sour business plan except upon performance substantially exceeding expectations.plan. Actual annual incentive payments are determined on ausing linear basisinterpolation for Adjusted EBITDAperformance attainment between “threshold” and operation cash flow attainment above the “threshold” level but not precisely at the “target” or “superior performance” level.and between “target” and “superior.” In the first quarter following the end of the fiscal year to which an annual incentive award applies, the Compensation Committee determines whether, and to what extent, the applicable performance targets were achieved based on the Company’sour financial results for the fiscal year. With respect to the Named Executive Officers,NEOs, award amounts may be subject to downward adjustment of up to 100% byat the Committee based upon overall individual performance and attainmentdiscretion of goals.the Compensation Committee.

For 2014,2015, the Compensation Committee granted annual incentive awardsestablished target award amounts under the AIP to the Company’s executive officers in the manner described above, establishing target award amounts for each executiveNEO based on a percentage of base salary. With respect to the Named Executive Officers, the percentage was 105%salary as follows: 110% for Mr. Edwards, 75% for Mr. Stephenson, and 65% for Messrs. Campbell, de Miguel, Lee, and Lee.Hardt. The target award amountamounts did not change from 2014 except for Mr. Edwards, waswhose target award increased from 100% in 2013.105% of base salary. The Compensation Committee set Adjusted EBITDA and operationoperating cash flow performance targets applicable to the Company as a whole in accordance with the 2014our 2015 business plan of the Company as approved by the Company’s Board of Directors, as follows:

2015 Achievement Level		Operating Cash   Flow 30% (000)				Award Payout as % of Award Target
Below threshold							0	%
At threshold (80% of target performance)		$	66,400				50	%
At target		$	83,000				100	%
At superior (120% of target performance)		$	99,600				200	%

In 2014,2015, for purposes of the AIP, the actual consolidated Adjustedour adjusted EBITDA was $314.4$365.3 million and the actual operationoperating cash flow was $89.9$155.1 million. This performance resulted in cash AIP award payments to executive officers for 2014, including the Named Executive Officers, that ranged from 48% to 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.our NEOs as follows:

Long-Term Incentive Compensation

Awards under the Prior Cash-Based Long-Term Incentive Plan

In early 2011 the Compensation Committee approved a Long-Term Incentive Plan (the “LTIP”) under which long-term cash incentive awards would be granted to designated participants. For 2014, the long-term cash awards were replaced with performance-based restricted stock units, which are described in the Long-Term Incentive Program section below.

In 2012, the Committee established target award amounts of $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, 2014. The other Named Executive Officers commenced their employment with the Company after 2012 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, 2014, were based on the achievement of operating cash flow targets covering the years ending December 2012, 2013, and 2014. The annual operating cash flow targets for 2012, 2013, and 2014 were $190 million, $110 million, and $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 below the threshold performance level, which resulted in no payouts under the cash LTIP awards for the performance period ending December 31, 2014.

20142015 Long-Term Incentive Program

The Omnibus Plan provides forauthorizes the grant ofCompensation Committee to award stock options, stock appreciation rights, shares of common stock, restricted stock, restricted stock units (“RSUs”),RSUs, incentive awards and certain other types of awards to our key employees and directors of the Company and its affiliates.directors. Except in the case of newly hired or promoted executives, it has been the normal practice of the Compensation Committee to grant incentive awards 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 2015, the 2014Compensation Committee, following consultation with Cook & Co., determined that 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 wouldNEOs should have a value approximately equal togenerally aligned with the median total long-term incentive awards granted in a year to executives in similar positions at comparableamong our peer group companies. The equity-based awards we granted in 20142015 consisted of options to purchase shares of the Company’sour common stock, time-vestingtime-vested 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-basedpercentage mix of the three LTIPLong-Term Incentive Program (“LTIP”) vehicles granted in 2014 were2015 (on a value basis) was approximately 50%, 30%, and 20% for Performance RSUs, stock options, and time-vestingtime-vested RSUs, respectively. The value of the 2015 equity-based awards along with the number of shares and options granted are as follows:

2015 Performance-Based Restricted Stock Units

For 2015, we granted a target number of Performance RSUs to our NEOs under the Omnibus Plan. The Performance RSUs cliff vest after three years if we achieve certain established performance goals and if the NEO remains in our employ until December 31, 2017. If the Company’s return on invested capital for the 3-year performance period ending December 31, 2017, is 9%, the number of Performance RSUs will vest at the target level. If ROIC is 7.2% (80% of the target performance goal), then one-half of the Performance RSUs will vest. If ROIC is 10.8% (120% of the target performance goal), 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. Performance RSUs that vest will be settled 50% in cash and 50% in shares of our common stock.

Following its review of the benchmarking and analysis of Cook & Co., the Compensation Committee determined that the value of the Performance RSUs granted in 2015 should constitute approximately 50% of the total value of each NEO’s long-term incentive opportunity. Because the value of Performance RSUs increases with the increase in the price of our common stock, we believe Performance RSUs align the interests of our NEOs with those of our stockholders. In addition, the use of a return-on-invested-capital performance goal introduces a capital efficiency metric to our incentive program and further emphasizes the importance of our long-term performance.

20142015 Stock Option Awards

On March 20, 2014,For 2015, we granted non-qualified stock 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 to Named Executive Officers, as follows: Mr. Edwards, 31,900 shares; Mr. Stephenson, 17,900 shares; Mr. Campbell, 13,500 shares; Mr. de Miguel, 11,700 shares; and Mr. Lee, 10,800 shares. Historically, we have granted options with a three-year “cliff” vesting schedule, under which the options vest with respect to all shares covered by the options after three years. For theNEOs. The options granted in 2014, the Compensation Committee changed to ratable vesting2015 vest ratably 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 optionsperiod, and expire on the tenth anniversary of the grant 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 followingFollowing its review of thea benchmarking analysis ofby Cook & Co. It was, the intention of theCompensation Committee and Boarddetermined that the value of stock options granted in 20142015 should constitute approximately 30% of the total value of the annual long-term incentive awards granted duringgranted. We believe the year. The use of stock options as an important element of the equity-baseda component of the 2014 long-term incentive grants was deemedcompensation is an effective way of promoting the continued alignment ofaligning the interests of the Company’sour executives with those of itsour stockholders, as the intrinsic value of stock options dependsis dependent on increases in the growth in valueprice of the Company’sour common stock over time.

2014 Time-Vesting2015 Time-Vested Restricted Stock Unit Awards

On March 20, 2014, we granted time-vestingFor 2015, the Compensation Committee approved a grant of time-vested RSUs to Named Executive Officers under the Omnibus Plan, as follows: Mr. Edwards, 6,600 RSUs; Mr. Stephenson, 3,700 RSUs; Mr. Campbell, 2,800 RSUs; Mr. de Miguel, 2,400 RSUs; and Mr. Lee, 2,200 RSUs.our NEOs. The RSUs granted cliff vest after three years to drive executive retention. The sizeyears. Following its review of these RSU grants was determineda benchmarking analysis by Cook & Co., the Compensation Committee following its review of the benchmarking analysis of Cook & Co. It was the intention of the Committee and Boarddetermined that the value of time-vested RSUs granted in 2014should constitute approximately 20% of the total value of the targetannual long-term incentive opportunity granted duringawards granted. We believe the year. The use of time-vested RSUs as an element of the equity-baseda component of the 2014 long-term incentive grants was deemed an effective means of supporting the desired alignment ofcompensation helps retain executives and aligns the interests of the Company’sour executives with those of the Company’sand stockholders, as the value of RSUs increasesis directly linked to the price of our common stock.

Awards under the Prior Cash-Based Long-Term Incentive Plan

In 2011, the Compensation Committee approved a Long-Term Incentive Plan (the “LTIP”) under which long-term cash incentive awards would be granted to designated participants based on achieving specified performance targets. Beginning in 2014, the long-term cash awards were replaced with performance-based restricted stock units, as described above.

In 2013, the growth in valueCompensation Committee established cash LTIP target award amounts for each of the Company’s common stock, and their value continues to be impactedNEOs who were employed by changes in value ofus at 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.time (Mr. Edwards, 16,600 Performance RSUs;$1,000,000; Mr. Stephenson, 9,300 Performance RSUs; Mr. Campbell, 7,000 Performance RSUs;$560,500; Mr. de Miguel, 6,100 Performance RSUs;$366,500; and Mr. Lee, 5,600 Performance RSUs. The Performance RSUs cliff vest after three years if$337,500) for the three-year period ending December 31, 2015. Mr. Hardt commenced his employment with the Company achieves pre-established performance goalsafter 2013 and ifdid not receive awards under the Named Executive Officer remains in employment untilLTIP pertaining to this period. Mr. Campbell was not employed on December 31, 2016. 2015, and did not receive a payout under the LTIP pertaining to this period.

The performance goal is met at target, and the number of Performance RSUs previously described will vest, if the Company’s return on invested capitalcash LTIP awards for the 3-yearthree-year performance period ending December 31, 2016, is 10%. If 80%2015, were based on the achievement of adjusted operating cash flow targets for the years ending December 2013, 2014, and 2015. The annual adjusted operating cash flow targets for 2013, 2014, and 2015 were $110 million, $100 million, and $103 million, respectively. Pursuant to the terms of the targetawards, payouts were to be determined as follows:

The actual operating cash flow 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 ofCompany for the performance goal between thresholdperiod was $429 million. This was above the superior performance level, which resulted in a 200% payout under the cash LTIP awards for the performance period ending December 31, 2015. As a result, actual payout amounts were as follows: for Mr. Edwards, $2,000,000; for Mr. Stephenson, $1,121,000; for Mr. de Miguel, $733,000; 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.Mr. Lee, $675,000.

Retirement Plan Benefits

The Named Executive OfficersOur NEOs, other than Mr. de Miguel, participate in our 401(k) savings plan and our nonqualified retirement 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 executivesautomotive industry and assist the Company in attracting and retaining a high caliber executive leadership team. Please see the 20142015 Pension Benefits table, the 20142015 Nonqualified Deferred Compensation table, and the accompanying narratives for further information regarding the Company’sour retirement plans.

Termination and Change in Control Benefits

TwoOne of our Named Executive Officers, Messrs.NEOs, Mr. Stephenson, and Campbell, receivereceives certain benefits under theirhis employment agreements with the Companyagreement upon certain termination of employment events, including following a change in control of the Company. Two of our Named Executive Officers, Messrs. Edwards, Lee and Lee,Hardt, who aredo not party to formalhave employment agreements, are entitled to such benefits through the Company’sour Executive Severance Pay Plan. These benefits, described in detail under “Terms Applicable to Payments upon Termination of Employment” below,Employment,” are intended to ensure that the executive leadership team is able to objectively evaluate potential change in control transactions by addressingwithout the distraction of the potential personal impact of such transactions may have on employment of our executives.

Effective November 1, 2015, Allen Campbell’s employment was terminated without cause. Pursuant to the terms of his employment agreement and in exchange for a non-competition covenant and a full release of claims, Mr. Campbell received: (a) a lump sum cash payment equaling two times the sum of (i) his base salary plus (ii) his target annual incentive for the year prior to his termination; (b) pro-rata portion of the 2015 annual incentive award for the ten months he was employed in 2015 based on actual performance; (c) amounts to which he was entitled under our nonqualified Supplemental Executive Retirement Plan; and (d) twenty-four months of continued life and health insurance benefits. Mr. Campbell’s outstanding equity awards were treated according to the terms of the applicable equity award agreements. Mr. Campbell will receive items (a), (c), (d), and his outstanding RSUs six months after separation of service in accordance with 409A of the Internal Revenue Code.

Health Benefits

The Company provides the Named Executive OfficersWe provide our NEOs, other than Mr. de Miguel, with health and welfare benefits under its Health & Well-Being Benefit Plan that is madeare available generally to itsall of our salaried employees. The Health & Well-Being Benefit PlanOur plan is a flexible plan which permits participants to choose among various co-pay

options and available benefits, including medical, prescription drug, dental, long-term disability and life insurance, and other benefits, depending on the needs of the participant and his or her dependents. These benefits help the Companyus 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 OfficersNEOs under the Health & Well-Being Benefit Plan.our plan.

Perquisites

The Company provides each of its seniorOur executives are provided with a vehicle for business and personal use through the Company’sa vehicle lease program or through a vehicle allowance. The Company regards thisThis program helps us to be of benefit in attractingattract and retainingretain a high caliber management team as it is a common industry perquisite. Thisin the very competitive automotive supplier industry. The value of this benefit is treated by the Company as taxableordinary income to the participant tofor tax purposes at the full extent of its value, and participants, including the Named Executive Officers, areNEOs, do not entitled toreceive any full or partial tax “gross up” paymentpayments or similar compensation relating to cover this tax effect.tax.

Relocation and Expatriate Benefits

Messrs. de Miguel and Lee commenced their employment with the Companyus in 2013 as presidents of the Company’sour business units in the Europe and Asia Pacific regions, respectively. Mr. de Miguel is also the president of our South America business unit. In addition to the base salary and incentive compensation described above, the Company also agreed to provideMessrs. de Miguel and Lee receive certain relocation and expatriate benefits. With respect to Mr. de Miguel who relocated to Germany, the Company agreed to providereceives Company-leased housing at his assignment location and a monthly allowance for additional living expenses. With respect to Mr. Lee the Company agreed to providereceives Company-leased housing at his assignment location and other amounts associated with his assignment, including a goods and services allowance. Mr. Lee’s expatriate benefits also include tax equalization payments and tax preparation services. These considerations were deemed by the Committee asWe believe these benefits are appropriate means of attractingto attract highly qualified candidates to acceptfor key international leadership positions in competitive markets for executive automotive talent.

Stock Ownership Policy

In March 2014, the Board adopted a policy requiringWe require that corporatecertain of our officers of the Company achieve specifiedand maintain levels of ownership of the Company’sour common stock. The required ownership levels are based on multiples of each officer’s base salary. Under the newour policy, officers are required to hold 50% of the net shares resulting from stock option exercises or vesting of other stock-based awards until they reach theirthe applicable stock ownership level. Only shares owned outright and time-vested RSUs count toward satisfaction of the guideline (time-vested RSUs are counted on an after-tax basis assuming a 35% tax rate for ease of administration). This policy is intended to align the interests of the Company’sour key executives with the interests of our stockholders by maintaining a strong link between the Company’s long-term success and the ultimate compensation of key executives. The stock ownership levels that must be achieved by the Company’s officers are as follows:

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

Policy Concerning Transactions Involving Company Securities

The Company hasWe have a policy applicable to all directors, officers, and employees that prohibits certain transactions involving the Company’s securities,our stock, including engaging in short-term speculative transactions, involving the Company’s securities, such 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.

Compensation RecoveryClawback Policy

The Compensation Committee and Board of Directors approvedCooper Standard has a compensation recovery policy in 2014.(“clawback”) policy. The policy providesauthorizes the Board the ability to recoup incentive compensation upon a financial restatement. The policy appliespaid to all of the executive officers, ofincluding our NEOs, in the Company.event the Company experiences a material financial restatement. Recoverable compensation is any cash or equity-based compensation for which the grant, payment, or vesting was predicated upon the achievementsachievement of financial results that were impacted by the restatement.derived from financial statements that are required to be restated, except where such restatement is required due to changes in accounting rules or standards or changes in applicable law.

Compensation Committee Report

The Compensation Committee of the Board of Directors of Cooper-Standard Holdings Inc. oversees the Company’sour executive compensation program on behalf of the Board.program. 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, 2014,2015, and the Company’sincluded in this Proxy Statement to be filed in connection with the Company’s 2015 Annual Meeting.Statement.

Compensation Committee

Kenneth L. Way

Larry J. Jutte

Glenn R. August, Chair

Robert J. Remenar

Stephen A. Van Oss

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” or “NEOs”) during the year ended December 31, 2014:2015: (i) our current Chief Executive Officer; (ii) our current Chief Financial Officer; (iii) our former Chief Financial Officer; and (iii)(iv) the three3 most highly compensated executive officers other than the Chief Executive Officer and Chief Financial Officer who were serving as executive officers at December 31, 2014.2015.

20142015 SUMMARY COMPENSATION TABLE

(2)

Amounts shown reflect the Named Executive Officer’s annual base salary earned during the fiscal year taking into account any increases in base salary during the course of the year and are not reduced to reflect the NEOs’ elections, if any, to defer receipt of salary into the CSA Savings Plan for salaried U.S. employees. Increases in base salary, if any, for NEOs for the fiscal year were determined effective as of the beginning of the year. For Mr. Campbell, salary earned in 2015 reflects that portion of his annual base salary earned until November 1, 2015, the effective date of his separation from the Company.

Hardt, $528,938. 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, 2014.2015.

expenses ($158,406); the cost of a Company-provided vehicle; and life insurance premiums paid by the Company.

20142015 GRANTS OF PLAN-BASED AWARDS

The following table sets forth information regarding plan-based awards made to the Named Executive Officers during 2014.2015.