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United States

Cooper Tire & Rubber Co (CTB)

CTB on New York Consolidated

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26 Jul 2016
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Summary

Name Age Since Current Position

Roy Armes

63 2007 Chairman of the Board, President, Chief Executive Officer

Ginger Jones

51 2014 Chief Financial Officer, Vice President

Bradley Hughes

54 2015 Chief Operating Officer, Senior Vice President

Brenda Harmon

64 2009 Chief Human Resource Officer, Senior Vice President

Stephen Zamansky

44 2014 Senior Vice President, General Counsel, Secretary

Thomas Capo

65 2015 Lead Independent Director

Susan Davis

62 2016 Director

Gary Michel

53 2015 Director

Steven Chapman

62 2006 Independent Director

John Holland

66 2003 Independent Director

John Meier

68 2015 Independent Director

John Shuey

70 1996 Independent Director

Robert Welding

67 2007 Independent Director

Jerry Bialek

2016 Director, Investor Relations & Strategic Planning

Biographies

Name Description

Roy Armes

Mr. Roy V. Armes has resigned as Chairman of the Board, President, Chief Executive Officer of the Company. effective 31 August 2016. He was previously employed at Whirlpool Corporation, a manufacturer and marketer of home appliances, for 31 years, where he gained experience in engineering, manufacturing, global procurement, and international operations management. Mr. Armes developed a track record at Whirlpool Corporation of developing customer relationships and consumer oriented products. During his career at Whirlpool Corporation, Mr. Armes served in positions including: Senior Vice President, Project Management Office; Corporate Vice President and General Director, Whirlpool Mexico; Corporate Vice President, Global Procurement Operations; President/Managing Director, Whirlpool Greater China; Vice President, Manufacturing Technology, Whirlpool Asia (Singapore); and Vice President, Manufacturing & Technology, Refrigeration Products, Whirlpool Europe (Italy). Mr. Armes is a director of The Manitowoc Company, Inc. Mr. Armes has a B.S. in Mechanical Engineering from The University of Toledo. Mr. Armes’ education, board member experience, and business management experience in manufacturing, technology, and sales and marketing, including eight years of international business experience, qualify him to continue serving as a member of the Board of Directors.

Ginger Jones

Ms. Ginger M. Jones is Chief Financial Officer, Vice President of the Cooper Tire and Rubber Company. She joins Cooper from Plexus Corp., a $2.3 billion electronics manufacturing services company that has more than two dozen facilities around the world providing custom design and manufacturing capabilities to the medical device, industrial, aerospace and defense sectors. At Plexus, Jones served as Chief Financial Officer for seven years, having been named Vice President and Chief Financial Officer in 2007 and advancing to Senior Vice President and Chief Financial Officer in 2011. Prior to joining Plexus, she was with Banta Corporation for five years as its Vice President and Corporate Controller. Before Banta, Jones was Director of Finance for the Drive Logic Division of CCC Information Services Group, Inc., and was Chief Financial Officer for Choice Parts, LLC, a joint venture between ADP and The Reynolds and Reynolds Company. Earlier in her career, Jones held other accounting and financial positions with Reynolds and Reynolds, O-Cedar Brands, Inc. and Deloitte & Touche. She holds a master’s of business administration (MBA) degree from The Ohio State University and a bachelor’s degree in accounting from the University of Utah. She is a certified public accountant. Jones is a member of the board of directors of Libbey Inc., and is currently serving on the compensation committee and as chair of the audit committee.

Bradley Hughes

Mr. Bradley E. Hughes has been re-designated as President, Chief Executive Officer, Director of the Company. effective 31 August 2016. Brad joined Cooper in 2009 as Vice President and Chief Financial Officer and most recently served as Senior Vice President and President—International Tire Operations. Formerly a 23-year employee of Ford Motor Company in Dearborn, Mich., Hughes previously worked as Global Product Development Controller for Ford in Dearborn; as Finance Director for Ford's South America Operations in Sao Paulo, Brazil; as Director of European Business Strategy and Implementation in Cologne, Germany; as European Manufacturing Controller, also in Cologne; and in other corporate finance and treasury positions. Prior to joining Ford, Hughes worked for Fruehauf Finance Corp. in Detroit, Mich. Hughes earned a bachelor's degree in business from Miami University, Oxford, Ohio, and earned a master's degree in business administration (MBA) from the University of Michigan Business School, Ann Arbor, Mich.

Brenda Harmon

Ms. Brenda S. Harmon is Chief Human Resource Officer, Senior Vice President of the Company. Previously Owner of Harmon Consulting Services since November 2008. Vice President – Human Resources of Contech Construction Products, Inc., a privately held construction products and environmental solutions company from 2004 to 2008.

Stephen Zamansky

Mr. Stephen Zamansky is the Senior Vice President, General Counsel and Secretary of the Company. Mr. Zamansky Vice President, General Counsel and Secretary from April 2011 to July 2014. Previously Senior Vice President, General Counsel & Secretary of Trinity Coal Corporation, a privately held mining company, from 2008 to March 2011. Trinity was acquired by the Essar Group in 2010 and commenced bankruptcy proceedings in March 2013.

Thomas Capo

Mr. Thomas P. Capo has been re-designated as Non-Executive Independent Chairman of the Board of the Company., effective 31 August 2016. Mr. Capo was a Senior Vice President and Treasurer of DaimlerChrysler Corporation, an automobile manufacturer, from November 1998 until August 2000. From November 1991 to October 1998, he was Treasurer of Chrysler Corporation, an automobile manufacturer. Prior to holding these positions, Mr. Capo served as Vice President and Controller of Chrysler Financial Corporation, a finance company. Mr. Capo currently serves as a director of Lear Corporation, and, until its sale in November 2012, he served as a director of Dollar Thrifty Automotive Group, Inc. Mr. Capo has a B.S. in Accounting and Finance, an M.A. in Economics, and an M.B.A. in Finance, each from the University of Detroit Mercy.

Susan Davis

Ms. Susan F. Davis is Director of the company. She is Executive Vice President of the Asia-Pacific Region for Johnson Controls, a global diversified technology and industrial leader serving customers in more than 150 countries. Davis is based in Shanghai, China, where she is the lead company officer in the region, representing all operating units in China and throughout Asia-Pacific. She is also responsible for planning, organizing and mobilizing talent for a second Johnson Controls corporate headquarters in Shanghai to be opened in 2017. For more than three decades, Davis has served in positions of increasing responsibility within Johnson Controls. She was named Vice President of Organizational Development in 1993. The following year, she was appointed Corporate Vice President of Human Resources and was named Executive Vice President of Human Resources in 2005. She joined the company in 1985 following its acquisition of Hoover Universal, where she began her career in 1983 as a strategic planner for the automotive seating and plastics machinery business. Cooper Chairman, Chief Executive Officer and President Roy Armes said, "Susan is a highly accomplished executive with specific global expertise that will be of tremendous value as we continue to pursue Cooper's strategic plans for worldwide growth. The focus of her career has been on developing people as a critical asset and linking human resources directly to business goals. This experience will be vital to helping Cooper enhance our organizational capabilities, which is one of our three strategic priorities. We are pleased to welcome Susan to our board." Davis holds a Master of Business Administration (MBA) degree from the University of Michigan. She graduated magna cum laude with a Master of Arts degree and magna cum laude with a Bachelor of Arts, both from Beloit College. Davis currently serves as director of Quanex Corporation and vice chair of the Human Resources Policy Association.

Gary Michel

Mr. Gary S. Michel is Director of the Company. He served President of Ingersoll Rand’s residential HVAC business since 2011; which includes brands such as Trane, American Standard, Ameristar, and Nexia Home Intelligence. Ingersoll Rand is a $13 billion global business that enhances the quality and comfort of air in homes and buildings; transports and protects food and perishables, and increases industrial productivity and efficiency. Mr. Michel, a 30-year veteran of Ingersoll Rand, is a Senior Vice President of the company and also serves as a member of its enterprise leadership team. He also leads the Ingersoll Rand Sales Excellence Initiative, as well as serving as a co-lead of the company’s enterprise sustainability efforts. Mr. Michel began his tenure with Ingersoll Rand as an application engineer and went on to hold product, sales, and business management roles before moving into a series of leadership positions across various geographic and market segments, culminating in his current role. Mr. Michel holds a Bachelor of Science degree in Mechanical Engineering from Virginia Polytechnic Institute and State University and a Master of Business Administration (MBA) degree from the University of Phoenix.

Steven Chapman

Mr. Steven M. Chapman is an Independent Director of Cooper Tire & Rubber Co. Mr. Chapman has been with Cummins since 1985 and served in various capacities, including as Group Vice President, Emerging Markets & Businesses, President of Cummins’ International Distribution Business, Vice President of International, and Vice President of Southeast Asia and China. Mr. Chapman graduated from St. Olaf College with a B.A. in Asian Studies and from Yale University with a M.P.P.M. in Management. Mr. Chapman’s education, board member experience, and business management experience in operations and international operations qualify him to continue serving as a member of the Board of Directors.

John Holland

Mr. John J. Holland is an Independent Director of Cooper Tire & Rubber Co. Mr. Holland served as President of The International Copper Association (ICA) from 2012 to 2015. The ICA is a marketing and trade organization for the global copper industry. Mr. Holland served as President, Chief Operating Officer, and Chief Financial Officer of MMFX Technologies Corporation from September 2008 until October 2009. MMFX Technologies is an inventor and manufacturer of nano technology steel. Prior to that, he was Executive Vice President and Chief Financial Officer of Alternative Energy Sources, Inc., an ethanol producer, from August 2006 until June 2008. Mr. Holland previously was employed by Butler Manufacturing Company, a producer of pre-engineered building systems, supplier of architectural aluminum systems and components, and provider of construction and real estate services for the non-residential construction market, from 1980 until his retirement in 2004. Prior to his retirement from Butler, Mr. Holland served as Chairman of the Board from 2001 to 2004, as Chief Executive Officer from 1999 to 2004, and as President from 1999 to 2001. Mr. Holland is also a director of SAIA, Inc., and NCI Buildings Systems Inc. Mr. Holland holds B.S. and M.B.A. degrees from the University of Kansas.

John Meier

Mr. John F. Meier is Independent Director of the Company. Mr. Meier served as Chairman of the Board of Applied Industrial Technologies, an industrial distributor, from December 2011 through October 2014, and continues to serve on that company’s Board. Mr. Meier received a B.S. degree in Business Administration from Wittenberg University and an M.B.A. degree from Bowling Green State University. He is trustee emeritus of Wittenberg University.

John Shuey

Mr. John H. Shuey is an Independent Director of Cooper Tire & Rubber Co. He joined Amcast Industrial Corporation, a producer of aluminum components for the automotive industry and plumbing products for the construction industry, in 1991 as Executive Vice President. He was elected President and Chief Operating Officer in 1993, a director in 1994, Chief Executive Officer in 1995, and Chairman in 1997. Mr. Shuey served as Chairman of the Board, President and Chief Executive Officer through February 2001. Prior to joining Amcast, Mr. Shuey served as chief financial officer for two Fortune 500 companies. Mr. Shuey has been a private investor since February 2001. Mr. Shuey has a B.S. degree in Industrial Engineering and an M.B.A. degree, both from the University of Michigan.

Robert Welding

Mr. Robert D. Welding is an Independent Director of Cooper Tire & Rubber Co. He served as the Non-Executive Chairman of Public Safety Equipment (Int’l) Limited, a manufacturer of highway safety and enforcement products, from January 2009 until his retirement in May 2010. Prior to that, he was President, Chief Executive Officer, and a director of Federal Signal Corporation, a manufacturer of capital equipment, from November 2003 until his retirement in 2007. Prior to holding those positions, Mr. Welding was Executive Vice President of BorgWarner, Inc., a U.S. automotive parts supplier, and Group President of BorgWarner’s Driveline Group from November 2002 until November 2003, and was President of BorgWarner’s Transmission Systems Division from 1996 to November 2002. Mr. Welding graduated from the University of Nebraska with a B.S. in Mechanical Engineering, holds an M.B.A. from the University of Michigan, and is a graduate of Harvard Business School’s Advanced Management Program.

Jerry Bialek

Basic Compensation

Name Fiscal Year Total

Roy Armes

9,377,690

Ginger Jones

1,570,430

Bradley Hughes

2,609,090

Brenda Harmon

1,650,510

Stephen Zamansky

1,632,480

Thomas Capo

215,000

Susan Davis

--

Gary Michel

--

Steven Chapman

210,000

John Holland

217,500

John Meier

225,000

John Shuey

226,250

Robert Welding

213,000

Jerry Bialek

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As Of  30 Dec 2015