CHARLES P. COOLEY

Corporate Board Profile

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KEYCORP /NEW/

Filing Date Source Excerpt
2017-03-29 Mr. Cooley was the Chief Financial Officer of The Lubrizol Corporation, a manufacturer of specialty chemicals and technologies in the global transportation, industrial, and consumer markets, from 1998 until his retirement in 2011. Mr. Cooley had global responsibility for The Lubrizol Corporation's finance function and its corporate development and strategic planning activities. Mr. Cooley is the Chair of the Board of Trustees of Hawken School in Cleveland and a Trustee of the Cleveland Institute of Music. He is also a member of the Board of Directors of KeyBank.
2019-04-05 Charles P. Cooley 63 2011 Yes Audit (Chair) Nominating and Corporate Governance Executive Mr. Cooley was Chief Financial Officer of The Lubrizol Corporation... Director compensation for 2018 and 2019 is described in the following table: Charles P. Cooley 110,000 119,997 229,997

MODINE MANUFACTURING CO

Filing Date Source Excerpt
2011-06-28 Charles P. Cooley Age 55 Director since 2006 Senior Vice President and Chief Financial Officer (since April 2009) of The Lubrizol Corporation, a specialty chemical company. Compensation of Directors: Charles P. Cooley Fees Paid in Cash ($) 68,000 Stock Awards ($) 37,992 Total ($) 105,992
2012-06-28 Charles P. Cooley Age 56 Director since 2006 Current Position: Retired. Mr. Cooley retired as Senior Vice President and Chief Financial Officer of The Lubrizol Corporation ... 2012 Director Compensation Table ... Charles P. Cooley 66,250 37,997 NA 104,247 ... Committees of the Board of Directors ... Charles P. Cooley 5 of 6 (83%) (Chair) Audit 5 of 5 (100%) Corp. Gov. 2 of 3 (67%) Tech. 2 of 2 (100%)
2013-06-19 Charles P. Cooley Age 57 Director since 2006 Current Position: Retired. Mr. Cooley retired as Senior Vice President and Chief Financial Officer of The Lubrizol Corporation. The Board of Directors has determined that each member of the Audit Committee is independent. Mr. Cooley (the Chair of the Committee) qualifies as an audit committee financial expert. Committee memberships: Audit (Chair), Corporate Governance and Nominating, Technology. 2013 Director Compensation Table: Total $154,999.
2014-06-17 Charles P. Cooley Age 58 Director since 2006 Retired. Mr. Cooley retired as Senior Vice President and Chief Financial Officer of The Lubrizol Corporation, a specialty chemical company (April 2009 – September 2011). Mr. Cooley joined The Lubrizol Corporation as Vice President and Chief Financial Officer (April 1998 – July 2005) and subsequently served as its Senior Vice President, Treasurer and Chief Financial Officer (July 2005 – April 2009). Prior to joining The Lubrizol Corporation, Mr. Cooley was Assistant Treasurer of Corporate Finance, Atlantic Richfield Company (ARCO) and Vice President, Finance, ARCO Products Company. Public Company Directorships: KeyCorp Specific Attributes and Skills for Mr. Cooley: Expertise Discussion of Skills and Attributes Global Business Experience Mr. Cooley served as the Chief Financial Officer of The Lubrizol Corporation, a company with extensive operations throughout the world. Financial Expertise Mr. Cooley has substantial experience as the Chief Financial Officer of The Lubrizol Corporation including extensive knowledge of complex accounting issues, capital management and internal controls. Corporate Governance Expertise In his role as Chief Financial Officer of The Lubrizol Corporation, Mr. Cooley gained significant experience implementing effective corporate governance practices. In addition, Mr. Cooley serves on the board of another public company. Financial Markets Experience As the Chief Financial Officer of The Lubrizol Corporation, Mr. Cooley had significant experience in the financial markets in which the Company competes for financing.
2016-06-21 Charles P. Cooley Age 60 Director since 2006 Current Position: Retired. The following table sets forth compensation paid to non-employee members of the Company’s Board of Directors in fiscal 2016: Charles P. Cooley Fees Paid in Cash ($) 91,250 Stock Awards ($) 89,995 Total ($) 181,245
2017-06-20 The following table sets forth compensation paid to non-employee members of the Company’s Board of Directors in fiscal 2017: Charles P. Cooley Fees Paid in Cash: $92,500, Stock Awards: $94,991, Total: $187,491. ... The Audit Committee is a standing committee of the Board of Directors. ... The Board of Directors has determined that each member of the Audit Committee is independent as defined in the corporate governance listing standards of the NYSE relating to audit committees. The Board of Directors has also determined that Mr. Cooley (the Chair of the Committee) qualifies as audit committee financial expert.
2018-06-19 Charles P. Cooley Age 62 Director since 2006... Retired... The Audit Committee is a standing committee... The Board of Directors has determined that each member of the Audit Committee is independent... Mr. Cooley (the Chair of the Committee)... The Officer Nomination and Compensation Committee... The ONC Committee is composed exclusively of non-employee, independent directors... The ONC Committee has the authority to delegate... The ONC Committee retained Farient Advisors LLC... The ONC Committee considered Farient's analyses... The ONC Committee made all decisions regarding the compensation of Modine's officers... The following table lists the members of each of the standing committees... Charles P. Cooley Chair of Audit Committee, ONC Committee member, Nominating Committee member... 2018 Director Compensation Table... Charles P. Cooley Fees Paid in Cash $95,000, Stock Awards $119,989, Total $214,989.
2019-06-25 Charles P. Cooley Age 63 Director since 2006 Current Position: Retired. 2019 Director Compensation Table Charles P. Cooley Fees Paid in Cash ($)(1): 98,750 Stock Awards ($)(2)(3): 124,995 Total ($): 223,745
2020-06-23 Charles P. Cooley Age 64 Director since 2006 ... The following table lists the members of each of the standing committees and the number of meetings held by each committee during fiscal 2020: Name Audit ONC Governance Technology Charles P. Cooley Chair X X ... The following table sets forth compensation paid to non-employee members of the Company’s Board of Directors in fiscal 2020: Charles P. Cooley 100,000 124,990 NA 224,990
2021-06-22 Charles P. Cooley Age 65 Director since 2006 Current Position: Retired...The following table lists the members of each of the standing committees...Charles P. Cooley: Chair of Audit Committee, Audit, Human Capital and Compensation...2021 Director Compensation Table: Charles P. Cooley total compensation $214,998.
2022-06-21 Charles P. Cooley is retiring and will not be standing for reelection at the Annual Meeting. The Audit Committee of the Board of Directors consists of six members, each of whom has been determined by the Board to be sufficiently experienced, financially literate and independent in accordance with the applicable NYSE listing standards. Mr. Cooley, the Chair of the Audit Committee.

Data sourced from SEC filings. Last updated: 2025-07-01