DEF 14A of Core Molding Technologies Inc
Filed Apr 4, 2025 · FY20240001026655-25-000026
Stockholder Director Nominees
Stockholder Director Nominees Any stockholder who desires to present nomination for a director must do so pursuant to the deadlines and procedures and in the manner as stated in the Corporate Governance section under the Nominating and Corporate Governance Committee section of the Board Meetings and Committees subsection thereunder. In addition to complying with the procedures described above, stockholders who intend to solicit proxies in support of a director candidate other than the Company’s nominees for consideration by the stockholders at the Company’s 2026 Annual Meeting of Stockholders must also comply with the SEC’s "universal proxy card” rules under Rule 14a-19 of the Exchange Act ("Rule 14a-19”). Rule 14a-19 requires proponents to provide a notice to the Corporate Secretary of the Company, no later than March 16, 2026 setting forth all of the information and disclosures required by Rule 14a-19. If the 2026 Annual Meeting of Stockholders is set for a date that is not within 30 calendar days of the anniversary of the date of the 2025 Annual Meeting of Stockholders, then notice must be provided by the later of 60 calendar days prior to the date of the 2026 Annual Meeting of Stockholders or by the close of business on the tenth calendar day following the day on which a public announcement of the date of the 2026 Annual Meeting of Stockholders is first made.
Thomas R. Cellitti
Thomas R. Cellitti Chairman of the Board Independent Director Since: 2000 Age: 73 Education: Loyola University, Chicago (Master’s degree in Business Administration), Marquette University (Bachelor’s degree in Business Administration) Thomas R. Cellitti was elected Chairman of the Board in June of 2020 and has served as a director of the Company since February 10, 2000. Mr. Cellitti previously was Chairman of the Nominating and Corporate Governance Committee and Chairman of the Executive Resource Committee. Prior to his retirement from Navistar Inc. ("Navistar”) in 2013, Mr. Cellitti was the Senior Vice President of Integrated Reliability and Quality, for Navistar since 2008. Prior to such time, Mr. Cellitti served as Vice President and General Manager, Medium Truck Division from 2004 to 2008, as well as Vice President and General Manager, Bus Vehicle Division from 1991 to 2004 for Navistar, where he led developing and implementing the business strategies. Prior to this time, Mr. Cellitti held positions in Manufacturing and Finance. Mr. Cellitti has also served on the board of various industry and nonprofit organizations as well as private corporations. Mr. Cellitti’s experience includes leadership in developing and implementing business strategies for profitable growth. Mr. Cellitti has a Master’s degree in Business Administration with a specialization in Finance from Loyola University of Chicago and a Bachelor’s degree in Business Administration from Marquette University. Board Qualifications: As a result of these and other professional experiences, the Board of Directors has concluded that Mr. Cellitti should serve as a director because of his in-depth insight and knowledge about manufacturing operations, quality, and business strategy as well as his extensive background in the powertrain, bus, and truck industries.
David L. Duvall
David L. Duvall President and Chief Executive Officer Age: 56 Education: Stanford University (Master of Science in Mechanical Engineering), Purdue University (Bachelor of Science in Mechanical Engineering) David Duvall joined the Company on October 22, 2018, as Chief Executive Officer and President. Mr. Duvall came to the Company from Signode Industrial Group, a Carlyle Group company, where he served as Group President of the Global Equipment & Tools division, from January 2017 to October 2018, when Signode was sold to Crown Holdings Inc. Prior to Signode, Mr. Duvall served as Senior Vice President and General Manager of Danfoss’ Global Hydrostatics Division from 2012 to 2017, based out of Germany. From 2008 to 2012 Mr. Duvall was Vice President and General Manager for the Global Valves business at Danfoss and led the carve-out of that business to form a stand-alone business within the Danfoss structure. Mr. Duvall has held various senior management roles in both the industrial and automotive sectors, including Americas General Manager for Fuel Tanks at TI Automotive (2005-2008) and Vice President of Operations with VITEC LLC (2003-2005). Mr. Duvall has a Master’s of Science in Mechanical Engineering from Stanford University and a Bachelor of Science in Mechanical Engineering from Purdue University. Board Qualifications: As a result of these and other professional experiences, the Board of Directors has concluded that Mr. Duvall should serve as a director because of his corporate management skills and experience, in-depth global operations insight, and strategy and business development knowledge.
Ralph O. Hellmold
Ralph O. Hellmold Director Independent Director Since: 1996 Age: 84 Education: Columbia University (Master’s degree in International Relations), Harvard College (Bachelor of Arts) Ralph O. Hellmold has served as a director of the Company since its formation on December 31, 1996. He was Managing Member of Hellmold & Co., LLC, an investment banking boutique specializing in mergers and acquisitions and working with troubled companies or their creditors until 2012, and is currently an investor. Prior to forming Hellmold & Co., LLC in 2004, Mr. Hellmold was president of Hellmold Associates which was formed in 1990, and Chairman of The Private Investment Banking Company which was formed in 1999. Prior to 1990, Mr. Hellmold was a Managing Director at Prudential-Bache Capital Funding, where he served as co-head of the Corporate Finance Group, co-head of the Investment Banking Committee and head of the Financial Restructuring Group. Prior to 1987, Mr. Hellmold was a partner at Lehman Brothers and its successors, where he worked in Corporate Finance since 1974 and co-founded Lehman’s Financial Restructuring Group. Mr. Hellmold is a Chartered Financial Analyst and has served as director, and on the audit committee, of other public corporations in the past. Mr. Hellmold has a Master’s degree in International Relations from Columbia University and a Bachelor of Arts degree from Harvard College. Board Qualifications: As a result of these and other professional experiences, the Board of Directors has concluded that Mr. Hellmold should serve as a director because of his extensive business, investment banking, finance and corporate management experience, as well as his in-depth understanding of the financial markets and a strong background in mergers and acquisitions.
Matthew E. Jauchius
Matthew E. Jauchius Chairman of Audit Committee Director Since: 2013 Age: 55 Education: University of Michigan (Master’s degree in Business Administration), The Ohio State University (Bachelor’s degree in Business Administration) Matthew E. Jauchius has served as a director of the Company since January 1, 2013, and is Chairman of the Audit Committee. Mr. Jauchius is currently a partner of J5 Alpha LLC, a small business focused on fitness services. Mr. Jauchius previously served as Executive Vice President and Chief Marketing Officer at Fifth Third Bancorp, where he directed a substantial integrated marketing program from 2017 to 2021. From 2015 to 2016, Mr. Jauchius served as Executive Vice President and Chief Marketing Officer of Hertz Global Holdings, and from 2010 to 2015 Mr. Jauchius served as Executive Vice President and Chief Marketing Officer at Nationwide Mutual Insurance Company. Mr. Jauchius also served previously as Senior Vice President and Chief Strategy Officer at Nationwide. Prior to Nationwide, Mr. Jauchius served as Associate Principal at McKinsey & Company, Risk Advisor at Bank One (now Chase), and Senior Accountant at Ernst & Young. Mr. Jauchius’ experience includes strategy and growth, marketing and sales, company turnarounds, audit/risk management, and operational cost improvements, which includes support to the automotive, agriculture, and other manufacturing industries. Mr. Jauchius has a Master’s degree in Business Administration from the University of Michigan and a Bachelor’s degree in Business Administration from The Ohio State University. Mr. Jauchius is a Certified Public Accountant (inactive) in the State of Ohio. Board Qualifications: As a result of these and other professional experiences, the Board of Directors has concluded that Mr. Jauchius should serve as a director and Chair of the Company’s Audit Committee because of his in-depth insight and experience in marketing, strategy and business development.
Sandra L. Kowaleski
Sandra L. Kowaleski Chair of Nomination and Governance Committee Independent Director Since: 2020 Age: 61 Education: The Ohio State University (Bachelor’s degree in Chemical Engineering) Sandra L. Kowaleski has served as a director of the Company since September 21, 2020. Ms. Kowaleski is the SVP and Chief Operations Officer of Hexion Corporation, where she is responsible for leading all end-to-end supply chain, environmental health and safety, and operations activities for Hexion, encompassing over twenty-five facilities globally. Before this role, Sandra held several senior roles with Stanley Black & Decker. Her responsibilities included strategic footprint optimization, a Greenfield site start-up in Mexico, and leading manufacturing locations supporting the Stanley Black & Decker Outdoor and Hand Tools Business Units. She also provided operational leadership to the integration activities and electrification strategy post-acquisition of MTD Products. Ms. Kowaleski's experience includes global operational and manufacturing system optimization, leading business and culture transformations, supporting acquisition due diligence and integration, and strengthening financial results in manufacturing-focused businesses. From 2015 to 2020, Ms. Kowaleski was a Global Operations Leader of Momentive Performance Materials, a global leader in silicones and advanced materials serving the aerospace, automotive, transportation, electronics, and semiconductors industries. She has also held several executive-level operations and business leadership positions, including Vice President - Global Operations for Minerals Technologies and Vice President, General Manager – Functional Coatings & Manufacturing Operations for OMNOVA Solutions/GenCorp. Prior board experience included the Board of Trustees for the OMNOVA Foundation, and she was an Advisory Board Member for the Industrial Systems & Welding Engineering department of The Ohio State University. She was also a Managing Director for a GmbH. Ms. Kowaleski has a Bachelor's Degree in Chemical Engineering from The Ohio State University. Board Qualifications: As a result of these and other professional experiences, the Board of Directors has concluded that Ms. Kowaleski should serve as a director because of her corporate management skills and experience, in-depth global operations insight, business development knowledge, and advanced materials and molding expertise.
Salvador Miñarro
Salvador Miñarro Director Independent Director Since: 2023 Age: 54 Education: Instituto Panamericano de Alta Dirección de Empresas (Executive Masters of Business Administration), University of Southern California, (Master’s in Finance), Institute Tecnológico y de Estudios Superiores de Monterrey (Bachelor’s in Industrial Engineering) Mr. Miñarro joined the Board of Directors on November 2, 2023. He is currently the Chief Executive Officer of Darnel Group, a company known for high-quality, eco-friendly packaging solutions. Before Darnel Group, he was the President and CEO of Vitro Automotive from June 2018 to June 2022, supplying parts to a significant portion of North American car productions. His earlier career saw various leadership roles at Libbey, Inc., spanning from Corporate Vice President to CFO of a joint venture, showcasing his versatility and ability to manage operations across different regions and departments. Mr. Miñarro’s educational background includes an Executive MBA from Instituto Panamericano de Alta Dirección de Empresas, a Master’s in Finance from the University of Southern California, and a Bachelor’s in Industrial Engineering from Inst. Tecnológico y de Estudios Superiores de Monterrey. Board Qualifications: His wide-ranging experiences in global leadership and managing complex business transformations make him a valuable member of the Board, driving forward the Company’s objectives with a balanced and informed approach.
Andrew O. Smith
Andrew O. Smith Chairman of the Compensation Committee Independent Director Since: 2015 Age: 62 Education: University of Chicago (Law degree and a Master’s degree in Business Administration), University of Pennsylvania (Bachelor’s degree in Engineering and a Bachelor’s degree in Finance) Andrew O. Smith has served as a director of the Company since August 6, 2015. From 1996 to 2023 he served in various positions at Yenkin-Majestic Paint Corporation/OPC Polymers ("YM/OPC"), a privately-held manufacturer and distributor of coatings resins and paints serving customers primarily in North America, ultimately becoming the President and Chief Executive Officer in 2019. In 2023 Mr. Smith became the Executive Chairman of OPC Polymers LLC, following the sale of YM’s paint business and the creation of OPC Polymers LLC. At YM/OPC Mr. Smith oversaw manufacturing, finance, information technology, legal, research and development, and strategic planning. Before joining YM/OPC Mr. Smith served as a principal in several entrepreneurial businesses, after beginning his career as a management consultant in the strategy practice of Booz Allen & Hamilton, where he advised major industrial and financial corporations. He also serves on the Boards of OPC Polymers LLC, the Buckeye Institute, and several other non-profit organizations. Mr. Smith has extensive experience and knowledge in manufacturing and materials development, supply chain and logistics, and financial statement analysis. He is a member of the bar of the State of New York and active in professional organizations including the Ohio Manufacturers’ Association, the National Association of Manufacturers, and the American Coatings Association. Mr. Smith has received the CERT Certificate of Cybersecurity Oversight. Mr. Smith has a Law degree and a Master's degree in Business Administration both from the University of Chicago, and a Bachelor's degree in Engineering from the School of Engineering and Applied Science and a Bachelor's degree in Finance from the Wharton School of Business, both at the University of Pennsylvania. Board Qualifications: As a result of these and other professional experiences, the Board of Directors has concluded that Mr. Smith should serve as a director because of his in-depth insight and knowledge about manufacturing, materials technology, and executive leadership.
Andrew O. Smith
| Executive Management | | | | Name | Age | Position(s) Currently Held | | Alex W. Bantz | 51 | Chief Commercial Officer | | David L. Duvall | 56 | President, Chief Executive Officer and Director | | Eric L. Palomaki | 43 | Chief Operating Officer | | Stephanie L. Pulliam | 42 | Executive Vice President of Human Resources | | John P. Zimmer | 60 | Executive Vice President, Secretary, Treasurer, and Chief Financial Officer |
Andrew O. Smith
Biographical information for David Duvall, who also serves as one of our directors, is provided above in this Proxy Statement.
Determination of Compensation
Determination of Compensation Our Compensation Committee reviews, evaluates and recommends compensation policies for our NEOs. All of the Compensation Committee members are familiar with the standard compensation levels in similar industries, and are knowledgeable regarding the current trends for compensating executive officers. The Board of Directors is responsible for the formal determination concerning compensation of NEOs; provided, however, that the Chief Executive Officer is not involved in, and abstains from, all discussions and decisions regarding his compensation as an executive officer. During 2024, the Compensation Committee retained Pearl Meyer & Partners LLC ("Pearl Meyer”) to assist in the review of 2024 compensation programs. In this regard, Pearl Meyer compiled competitive data for base salaries, non-equity compensation, and equity incentive awards from a peer group of companies to be used to benchmark the appropriateness and competitiveness of our executive compensation. During 2024, there were no fees paid to Pearl Meyer for services that were not related to executive or director compensation. The Compensation Committee has assessed the independence of Pearl Meyer pursuant to SEC rules and determined that Pearl Meyer is independent and its work for the Compensation Committee does not raise any conflict of interest. The Compensation Committee also considered each NEOs individual performance, the compensation objectives described above and peer group performance described below in determining compensation. Past stockholder advisory votes are considered by the Compensation Committee as affirmation by our stockholders of the Company's compensation policies and practices with respect to our NEOs. As part of its duty to review executive officer compensation programs, the Compensation Committee reviews and evaluates the Company's equity incentive programs with consideration of the peer benchmark data and the Board's overall compensation objectives. Stock grants are typically awarded in March in conjunction with performance criteria set by the Board in the first quarter of the first year of a three-year measurement period for performance shares.
Peer Group Analysis
Peer Group Analysis To help facilitate the compensation review and to establish appropriate levels of compensation for directors and NEOs, the Board retained Pearl Meyer, a leading advisor on executive compensation, to compile competitive data for base salaries, non-equity compensation, and equity incentive awards from a peer group of companies. Because our market for executive talent is national, competitive data is reflective of the compensation levels of executives at companies of comparable size and complexity on both the local and national level. In addition, the information that is collected relates to companies with comparable manufacturing operations or geographic representation. The companies reviewed were publicly traded industrial companies in the United States and had median sales of approximately $409 million. The data reviewed for these peer companies was derived from the publicly available SEC filings of these organizations. The companies comprising the peer group reviewed for establishing 2024 compensation levels were as follows:
Peer Group Analysis
| Ascent Industries | Gentherm Incorporated | Sifco Industries, Inc | | CECO Environmental Corp | Graham Corporation | Stoneridge, Inc. | | Commercial Vehicle Group | Helios Technologies, Inc. | Strattec Security Corp. | | Compx International Inc. | Hurco Companies, Inc. | The Eastern Company | | DMC Global Inc. | Manitex International, Inc. | Twin Disc, Incorporated | | Dorman Product Inc. | Motorcar Parts of America | Universal Stainless & Alloy | | Douglas Dynamics Inc.. | Myers Industries, Inc. | UFP Technologies, Inc. | | FreightCar America, Inc. | | |
Peer Group Analysis
We used this competitive data to determine the applicable market median for executive compensation among the peer group, which serves as a benchmark for analyzing compensation for each of our executive positions. Non-equity compensation and equity awards can vary significantly from year to year in relation to the peer group, depending on the Company's performance in relation to that of the peer group. In years of higher profitability, the short-term incentive (non-equity compensation) and equity amounts awarded to our executive officers may exceed the corresponding market median amounts of our peer group. In contrast, during years of lower profitability the Company's short-term incentive and equity awards may fall below the corresponding market median amounts of our peer group. We review the market quartiles from our peer group and base our compensation on our NEO's skills, experience and performance. We expect above average performance and our compensation system balances the cost of the compensation program with the expected performance. An executive's actual total compensation could vary significantly depending upon the relationship between our actual performance and the performance of our peer group, particularly in regard to non-equity compensation. If our results are well above the peer group performance, executives have the opportunity to earn compensation that is well above the relevant market median. Conversely, executives may earn compensation that is well below the relevant market median if our performance is well below peer group levels.
Elements of Direct Compensation
| Direct Compensation Element | Description | Additional Details | | Base Salary | Provide predictable level of current income for our NEOs. | •Designed to attract and retain qualified executives. •Adjustments, if any, approved by the Board on an annual basis. | | Short-term Incentive Program | Annual program for all salaried employees, including CEO and other NEOs, designed to align with stockholder interests by directly tying cash incentive payments to our overall financial performance. | •Each NEO has a STIP target as a percent of base salary. •The NEO's target decreases and increases based on Company performance compared to targets set by the Board at the beginning of the year. | | Long-Term Stock-Based Compensation | | | | Restricted Stock - Time and Performance Based Vesting | Granted to our CEO, other NEOs and other key managers. | •No shares vest until a recipient’s third anniversary with the Company. •For participants 65 years of age and older, grants vest over a one-year period. •Accelerated vesting upon death, disability or termination in connection with a "change-in-control". •Award based on percentage of recipient’s base salary. •Shares granted based on the award value divided by the Company's average of the high and low share price on the grant date. | | Restricted Stock - Time Based Vesting Only | | •Vests in three equal installments over the next three years following the grant date. •70% of NEOs and Vice President recipients total restricted stock grant in 2024. •Beginning in 2023, over a three-year period, the Company is transitioning to 50% performance-based vesting set by the Board at the date of grant. The Company will transition to the 50% level by 2025. |
Elements of Direct Compensation
| Long-Term Stock-Based Compensation Continued | | | Restricted Stock - Performance Based Vesting Only | •Vests 100% on third anniversary of original grant date. •Vesting is subject to meeting performance goals set at grant date. •Performance goals consist of Earnings Before Interest and Tax as a percent of sales and Return on Capital Employed targets. •30% of NEOs and Vice President recipients total restricted stock grant in 2024. •Beginning in 2023, over a three-year period, the Company is transitioning to 50% performance-based vesting set by the Board at the date of grant. The Company will transition to the 50% level by 2025. |
2024 Compensation Mix for CEO and NEOs
2024 Compensation Mix for CEO and NEOs The annual short-term incentive and long-term equity-based incentive components ("Variable Compensation”) target was 64% and 60% of the CEO and other NEOs overall direct compensation, respectively, with the remaining 36% and 40% relating to base salary. In years of higher profitability, the short-term incentive and long-term equity amounts awarded to our executive officers could result in a compensation mix higher than our target. In contrast, during years of lower profitability our compensation mix of short-term incentive and long-term equity amounts could result in a compensation mix lower than our target. Actual 2024 compensation consisted of the following mix: The resulting compensation mix related to Variable Compensation for our CEO and other NEOs for 2024 was approximately 62% and 56%, respectively. Salary and other compensation for our CEO and other NEOs for 2024 was approximately 38% and 44%, respectively. The Board considered the resulting compensation mix reasonable and appropriate in light of the performance achieved and the market amounts from our peer group.
Short-term Incentive Plan ("STIP")
Short-term Incentive Plan ("STIP")
2024 STIP
2024 STIP The Company's STIP provided all salaried personnel with a target STIP percentage award of base pay based on an individual's position. The target STIP percentage for our CEO and other NEOs were as follows:
2024 STIP
| Position | STIP Target Percentage of Base Salary | | CEO | 100% | | NEO | 80% |
2024 STIP
The actual STIP payment percentage in 2024 could increase or decrease based on Company's actual performance compared to performance targets set by the Board. If the Company meets less than 65% of performance targets no payout related to that target is made. If the Company exceeds a performance target by 50% the STIP payment percentage could reach its maximum level of 150% of the target STIP percentage for the specific performance target. The STIP payment percentage incrementally increases for performance achievement between 65% and 150% of performance targets. The Board set the following performance targets for 2024 (in thousands):
2024 STIP
| Measurement | Target Amount | Weight | | EBIT (before STIP) | $27,247 | 75% | | Operating Cash Flows | $26,271 | 25% |
2024 STIP
The Company's full year achievement of the targets are as follows (in thousands):
2024 STIP
| Measurement | Actual Amount | Actual Weight | | EBIT (before STIP)1 | $21,550 | 40% | | Operating Cash Flow | $18,879 | 134% |
2024 STIP
1.EBIT was adjusted for non-budget cost related to foreign currency translation expense of $1,170,000 and severance costs of $1,202,000. Based on performance, the Company achieved 61% of targeted STIP. Total STIP payments were $2.5 million with 35% being allocated to the NEOs. The STIP Payout for our CEO and other NEO are as follows:
2024 STIP
| Position | Target STIP | Achievement | Payout Level (as a percent of base salary) | | CEO | 100% | 61.3% | 61.3% | | NEO | 80% | 61.3% | 49.0% |
2023 STIP
2023 STIP The Company's STIP provides all salaried personnel with a target STIP percentage award of base salary based on an individual's position. The target STIP percentage for our CEO and other NEOs are as follows:
2023 STIP
| Position | STIP Target Percentage of Base Salary | | CEO | 100% | | NEO | 80% |
2023 STIP
The actual STIP payment percentage in 2023 can increase or decrease based on Company's actual performance compared to performance targets set by the Board. If the Company meets less than 65% of performance targets no payout related to that target is made. If the Company exceeds a performance target by 50% the STIP payment percentage reaches its maximum level of 150% of the target STIP percentage for the specific performance target. The STIP payment percentage incrementally increases for performance achievement between 65% and 150% of performance targets. The Board set the following performance targets for 2023 (in thousands):
2023 STIP
| Measurement | Target Amount | Weight | | EBIT (before STIP) | $24,503 | 75% | | Operating Cash Flow | $24,767 | 25% |
2023 STIP
The Company's full year achievement of the targets are as follows (in thousands):
2023 STIP
| Measurement | Actual Amount | Actual Weight | | EBIT (before STIP) | $31,497 | 122% | | Free Cash Flow | $34,424 | 138% |
2023 STIP
Based on performance, the Company achieved 126% of targeted STIP. Total STIP payments were $4.9 million with 36% being allocated to the NEOs. The STIP Payout for our CEO and other NEO are as follows:
2023 STIP
| Position | Target STIP | Achievement | Payout Level (as a percent of base salary) | | CEO | 100% | 126% | 126% | | NEO | 80% | 126% | 101% |
Long-Term Stock-Based Compensation
Long-Term Stock-Based Compensation The Board administers the Core Molding Technologies, Inc. 2021 Long-Term Equity Incentive Plan (as amended, the "2021 Plan"). The 2021 Plan replaced, with stockholder approval, the 2006 Long-Term Equity Incentive Plan (the "2006 Plan") on May 13, 2021. The 2021 Plan allows for the grant of incentive and nonqualified stock options, restricted stock, stock appreciation rights, performance shares, performance units and other awards. The Board also administers the Core Molding Technologies, Inc. Employee Stock Purchase Plan (as amended by the stockholders in 2023, the "Stock Purchase Plan"). The Stock Purchase Plan provides eligible employees, including NEOs, with the opportunity to acquire our common stock at a discounted purchase price, and thereby develop a further incentive for such individuals to share in our future success and further link and align the personal interests of such individuals to those of our stockholders. The 2021 Plan and the Stock Purchase Plan are the primary methods for providing stock-based compensation to our NEOs. Pursuant to the 2021 Plan, the Board of Directors have established an equity award program. The Compensation Committee reviews and considers equity incentive awards as part of its duty to review executive officer compensation programs. The Company makes equity awards at the March Board meeting in conjunction with setting financial performance targets for performance share awards. From time to time, we also may grant awards in connection with new hires and promotions at the time of those events. In order to further link performance with compensation, beginning in 2023, the Company transitioned to allocating a portion of annual long-term awards with vesting based on performance criteria set by the Board in the first quarter of a three-year measurement period. The Company is transitioning over a three-year period to long-term awards for its CEO and other NEOs which will be 50% performance-based and 50% time-based. Since the change in the program will delay the number of shares available to vest over each of the three years during the transition, the program is being phased in with the percent of each annual award allocated to performance shares increasing each year. In 2023, 10% of the Company's annual share awards were performance-based, in 2024 30% of the Company’s annual share awards were performance-based and in 2025 and thereafter 50% of the Company’s annual share awards will be performance-based. We do not grant option awards and no longer grant SARs; therefore, the Company does not have a policy on the timing of awarding option-like awards in relation to the disclosure of material nonpublic information. Restricted Stock: Equity grants are based on Company targets, stock price, Company performance in the year immediately preceding the grant and the recipient's achievement of individual performance expectations. Award value, as a percent of annual base salary, made to the CEO and other NEOs were as follows:
Long-Term Stock-Based Compensation
| | 2024 Shares Awarded as Percent of Base Salary | | | 2023 Shares Awarded as Percent of Base Salary | | | | Executive | Performance Based | Time Based | Total | Performance Based | Time Based | Total | | David Duvall | 30% | 70% | 100% | 10% | 90% | 100% | | John Zimmer | 24% | 56% | 80% | 9% | 76% | 85% | | Eric Palomaki | 24% | 56% | 80% | 8% | 72% | 80% |
Long-Term Stock-Based Compensation
The Company's equity grants are part of the overall compensation mix for the NEOs and the Board believes that the current equity awards for each NEO help to achieve the Company's overall compensation objectives of incentivizing executives in order to attract, motivate and reward their efforts on behalf of the Company and its stockholders and sufficiently aligns the interests of the Company's NEOs with stockholders in order to achieve long-term growth. In establishing the award levels for equity grants in 2024 and 2023, the Board did not consider the equity ownership levels of the recipients or compensation previously paid, including prior equity awards that were fully vested. The Board's primary focus in granting such equity awards is to focus on retention of executives in light of prevailing competitive conditions and to motivate executives in ways that support our strategic direction. Time Vested Restricted Stock: In 2024 and 2023, the Board granted our CEO, other NEOs, directors and other key managers shares of restricted common stock pursuant to the 2021 Plan. To reinforce the commitment to long-term results and retain named executive officers, each restricted stock grant vests over a period of time determined at the date of grant. Vesting of all shares granted accelerates upon death, disability or "change-in-control" (as described in the 2021 Plan). Restricted shares granted are determined based on the award value divided by the Company's average of the high and low share price on the grant date. Time based vesting restricted stock awards made to the CEO and other NEOs in 2024 and 2023 at the date of grant were as follows:
Long-Term Stock-Based Compensation
| | 2024 | | 2023 | | | | Restricted Stock Shares | Restricted Stock Value | Restricted Stock Shares | Restricted Stock Value | | David Duvall | 26,825 | $514,500 | 37,634 | $601,200 | | John Zimmer | 13,314 | $255,400 | 20,199 | $322,700 | | Eric Palomaki | 11,562 | $221,800 | 16,856 | $269,300 |
Long-Term Stock-Based Compensation
Performance-Based Restricted Stock: In order to further link performance with compensation, beginning in 2023, the Company transitioned to allocating a portion of annual long-term awards with vesting based on performance criteria set by the Board in the first quarter of a three-year measurement period. The Company is transitioning over a three-year period to long-term awards for its CEO and other NEOs which will be 50% based on performance and 50% based on time. Since the change in the program will delay the number of shares available to vest over each of the three years during the transition, the program is being phased in with the percent of each annual award allocated to performance shares increasing each year. In 2023, 10% of the Company's annual share awards were performance based, in 2024 30% of the Company’s annual share awards were performance based and in 2025 and thereafter 50% of the Company’s annual share awards will be performance based. Vesting of all shares occurs upon the third anniversary of the grant date of the shares based on meeting financial performance targets set by the Board at the time of the award grant. Share awards accelerate upon death, disability or "change-in-control" (as described in the 2021 Plan) based on an assumed performance achievement of 100% of target. Restricted share grants are determined based on the award value divided by the Company's average of the high and low share price on the grant date. Performance-based restricted stock awards made to the CEO and other NEOs in 2024 and 2023 at the date of grant were as follows:
Long-Term Stock-Based Compensation
| | 2024 | | 2023 | | | | Performance Restricted Stock Shares | Performance Restricted Stock Value | Performance Restricted Stock Shares | Performance Restricted Stock Value | | David Duvall | 11,496 | $220,500 | 4,182 | $66,800 | | John Zimmer | 5,706 | $109,400 | 2,244 | $35,800 | | Eric Palomaki | 4,955 | $95,000 | 1,873 | $29,900 |
Long-Term Stock-Based Compensation
Employee Stock Purchase Program. We maintain the Stock Purchase Plan, as referenced above, under which all of our United States employees, including our NEOs, are permitted to participate. Accumulated employee elective payroll deductions are used to purchase shares of our common stock quarterly on or about January 1, April 1, July 1 and October 1 at a 15% discount to the average of the high and low trading price of the common stock on the NYSE American on the last business day of the fiscal quarter of the plan. The Board believes that this broad based plan encourages stock ownership by our employees. Other Elements of Compensation Benefits. We provide our NEOs with medical, dental, vision, short-term disability, long-term disability and life insurance benefits under the same programs used to provide benefits to our other United States based salaried employees. 40l(k) Plan. We maintain a defined contribution tax-qualified retirement plan called the "Core Molding Technologies, Inc. 401(k) Retirement Savings Plan" (the "401(k) Plan"), which provides for broad-based employee participation, including for our NEOs. The 40l(k) Plan is designed to encourage savings for retirement, as we do not maintain a defined benefit plan that provides a specified level of income following retirement for NEOs or other employees. The Company provides 401(k) Plan benefits for all employees, including our NEOs. Under the 401(k) Plan, all of our eligible employees, including our NEOs, may contribute earnings on a pre-tax basis to the 401(k) Plan up to the maximum limit then in effect under applicable law, and receive matching contributions from us that are subject to vesting over time. The matching contribution equals 100% of the first 3% and 50% of the next 2% of earnings deferred by each participant to the 401(k) Plan, which includes all salary and wages that are subject to income tax withholding (except for disqualifying dispositions of incentive stock options and vesting of restricted stock awards). In addition, we make an annual Board discretionary employer contribution equal up to 2.5% of each participant's base salary. We offer the 401(k) Plan because it provides our employees, including our NEOs, with a way to save for retirement. We evaluate the 40l(k) Plan for competitiveness in the marketplace from time to time, but we do not anticipate taking the level of benefits provided into account in determining our executives' overall compensation packages in the coming years. Perquisites. In general, we believe that perquisites should not constitute a consequential portion of any NEOs’ compensation. As a result, any perquisites received by the Company's NEOs were de minimis, and none of the Company's NEOs received perquisites in excess of $1,000. Stock Ownership Guidelines. The Company has established share ownership guidelines for our CEO and NEOs to better align our executives’ interest with our stockholders. The guidelines provide that the executives must maintain Company shares equal in market value to a multiple of base salary. The executives have a five-year accumulation period starting on the date of their first equity related compensation while in an executive position. The Company stock ownership guidelines for our executives are as follows:
Long-Term Stock-Based Compensation
| Position | Ownership Requirement (Multiple of base salary) | | CEO | 3x | | NEO | 2x |
Long-Term Stock-Based Compensation
As of December 31, 2024, our CEO and NEOs have met their ownership requirements. The Company does not include unvested performance shares in the computation of share ownership. 2024 Say on Pay Results. The Compensation Committee gives significant weight to the advisory vote on executive compensation (say on pay) vote. At the 2024 annual meeting of stockholders, approximately 97% of the votes cast were in favor of the say on pay advisory proposal. Considering the level of stockholder support of the Company’s executive compensation practices the Company decided to maintain its general philosophy on pay for 2025. The Compensation Committee recognizes the ever-evolving compensation landscape and will continue to monitor stockholder feedback on this subject. Compensation Clawback Policy. In 2023, the Board of Directors adopted a new clawback policy, which applies to our current and former executive officers and mandates the recovery of any erroneously awarded incentive-based compensation in the event the Company is required to prepare an accounting restatement of its financial statements due to the Company’s material noncompliance with any financial reporting requirement under the securities laws. Pursuant to the policy, the Board mandates reimbursement or forfeiture of any excess incentive-based compensation received by any executive officer during the three (3) completed fiscal years immediately preceding the date on which the Company is required to prepare an accounting restatement based on the erroneous data over the incentive-based compensation that would have been paid to the executive officer had it been based on the restated results, as determined by the Board. The policy requires the Board to recover any excess incentive-based compensation by a method determined in its sole discretion, unless such recovery would be impracticable, as determined by the Board in accordance with Rule 10D-1 or the applicable NYSE American rules. Executive Severance and Employment Arrangements. We have entered into executive employment and/or severance agreements with each NEOs that specify payments in the event the executive officer's employment is terminated under certain circumstances. We believe that such agreements serve to assure the stability and continuity of our executive officers upon, among other things, the occurrence of any change in control event, as well as to assure the effectiveness of existing retention and incentive features of the Company's compensation program. See further disclosure below under "Potential Payments Upon Termination or Change in Control" for more information.
Summary Compensation Table
Summary Compensation Table The table below summarizes the total cash and non-cash compensation paid or earned by each named executive officer for the years ended December 31, 2024, 2023 and 2022. The Company has entered into employment agreements with the named executive officers and has entered into certain executive severance agreements as further described below under "Potential Payments upon Termination or Change of Control." Additional information related to each component of compensation for each named executive officer is provided above in the Compensation Discussion and Analysis.
Summary Compensation Table
| Name and Principal Position(1) | Year | Salary ($) | Bonus ($) | Stock Awards(2) ($) | Non-Equity Incentive Plan Compensation(3) ($) | All Other Compensation (4) ($) | Total ($) | | David L. Duvall President and Chief Executive Officer | 2024 2023 2022 | 749,347 705,880 645,011 | - - - | 734,997 668,000 668,000 | 459,349 892,233 630,894 | 22,425 21,450 19,625 | 1,966,118 2,287,563 1,963,530 | | John P. Zimmer EVP, Chief Financial Officer | 2024 2023 2022 | 464,901 442,092 410,865 | - - - | 364,804 358,500 296,800 | 227,987 447,043 320,656 | 22,425 21,450 19,625 | 1,080,117 1,269,085 1,047,946 | | Eric Palomaki Chief Operating Officer | 2024 2023 2022 | 419,505 386,438 361,299 | - - - | 316,796 299,200 261,800 | 205,725 390,766 282,964 | 22,425 21,450 19,625 | 964,451 1,097,854 925,688 |
Summary Compensation Table
(1)The column for “Change in Pension Value and Non-Qualified Deferred Compensation Earnings” has been omitted from this table because no compensation is reportable thereunder. (2)The amounts in the Stock Awards column reflect the aggregate fair value of restricted stock awards and performance stock awards at target level of performance, based on the fair value on the date of grant, in accordance with FASB ASC Topic 718. Assumptions used in the calculation of this amount are included in the footnote entitled "Stock Based Compensation" to the Company's audited financial statements for the years ended December 31, 2024, 2023, and 2022 included in the Company's Annual Reports on Form 10-K as filed with the SEC. The ASC Topic 718 grant date fair value of the performance stock awards granted in 2024 at maximum level of performance are as follows: Mr. Duvall $330,739, Mr. Zimmer $164,161 and Mr. Palomaki $142,555. (3)The amounts in the Non-Equity Incentive Plan Compensation column represent compensation awarded to our named executive officers under the Company's annual short-term incentive plan. Such compensation is earned by the named executive officers based upon the Company's financial performance as described in the "Compensation Discussion and Analysis" section above. The amounts in this column were earned for the years ended December 31, 2024, 2023, and 2022 and were paid to each named executive officer in the year following the year earned. (4)The amounts in All Other Compensation include contributions by the Company to its 401(k) Plan for salaried employees. The Company makes contributions to its 40l(k) Plan in several ways. These contributions are made on earnings up to annual limitations set by the Internal Revenue Service. For more information on our 401(k) Plan, see "401(k) Plan" section of our Compensation Discussion and Analysis on page 26 of this Proxy Statement. Matching contributions for the year ended December 31, 2024 were $13,800 for Mr. Duvall, Mr. Zimmer and Mr. Palomaki. Retirement contributions during the year ended December 31, 2024 were $8,625 for Mr. Duvall, Mr. Zimmer and Mr. Palomaki. Matching contributions for the year ended December 31, 2023 were $13,200 for Mr. Duvall, Mr. Zimmer and Mr. Palomaki. Retirement contributions during the year ended December 31, 2023 were $8,250 for Mr. Duvall, Mr. Zimmer and Mr. Palomaki. Matching contributions for the year ended December 31, 2022 were $12,000 for Mr. Duvall, Mr. Zimmer and Mr. Palomaki. Retirement contributions during the year ended December 31, 2022 were $7,625 for Mr. Duvall, Mr. Zimmer, and Mr. Palomaki.
Outstanding Equity Awards at December 31, 2024
Outstanding Equity Awards at December 31, 2024
Outstanding Equity Awards at December 31, 2024
| Name | Year | Number of Shares or Units of Stock that Have Not Vested(1) (#) | Market Value of Shares of Units of Stock that Have Not Vested(2) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested(3) (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested(2) (#) | | David L. Duvall | 2024 | 26,825 | $443,686 | 11,496 | $190,144 | | | 2023 | 25,089 | $414,972 | 4,182 | $69,170 | | | 2022 | 21,410 | $354,121 | — | — | | John P. Zimmer | 2024 | 13,314 | $220,214 | 5,706 | $94,377 | | | 2023 | 13,466 | $222,728 | 2,244 | $37,116 | | | 2022 | 9,513 | $157,345 | — | — | | Eric L. Palomaki | 2024 | 11,562 | $191,235 | 4,955 | $81,956 | | | 2023 | 11,238 | $185,877 | 1,873 | $30,979 | | | 2022 | 8,391 | $138,787 | — | — |
Outstanding Equity Awards at December 31, 2024
(1)No restricted stock awards vest prior to a recipient’s third anniversary of employment with the Company. Subject to the three-year anniversary vesting requirement, all restricted stock award grants vest one-third each year after they are issued, assuming required stock ownership thresholds are met, as further described above in "Compensation Discussion and Analysis." Mr. Duvall, Zimmer and Palomaki have met the three-year anniversary and the ownership requirements of the plan for all unvested grants. (2)Represents unvested restricted stock awards granted in 2022, 2023 and 2024. The market value of the stock awards is based on the closing sales price of the Company's common stock on the NYSE American stock exchange as of the last business day of the year ended December 31, 2024, which was $16.54 per share. (3)Represents performance shares granted in 2023 and 2024 at target amounts, that may range from 0% to 150% based on performance, which are earned and payable following the end of the three-year performance period that concludes on December 31, 2026 and 2027, respectively. The market value of the performance stock awards is based on the closing sales price of the Company's common stock on the NYSE American as of the last business day of the year ended December 31, 2024, which was $16.54 per share.
Potential Payments upon Change in Control or Termination
Potential Payments upon Change in Control or Termination We have entered into employment agreements with each of our named executive officers that provide for, in the circumstances set forth below, certain benefits upon the occurrence of a change in control. The following describes the payments that each named executive officer would receive upon the occurrence of the events set forth below.
Payments upon a Termination in connection with a Change in Control
Payments upon a Termination in connection with a Change in Control In the event of a change of control if the Company terminates our NEOs employment without cause or the NEOs terminates employment for good reason, the NEOs will be entitled to receive, as severance: •Accrued but unpaid base salary through the date of termination; •Accrued and unused vacation pay; •Any earned but unpaid amounts arising under such NEOs’ participation in the Company's compensation plans and programs prior to the termination; •In lieu of any further salary payments for periods subsequent to the date of termination, a lump-sum payment equal to 2.99 times the sum of (a) the average of base salary as reported on such named executive officer's W-2 form for the 5 calendar years prior to the year in which termination occurs and (b) the average of the cash short term incentive payments ("STIP") earned by the executive officer as reported on the executive officer's W-2 form for the 5 calendar years prior to the year in which such termination occurs; provided, however that the sum of the amounts in clauses (a) and (b) above shall not exceed 2.99 times of the base amount as defined in Section 280G(b)(3) of the Internal Revenue Code of 1986, or any successor provision; and •A cash severance equal to the market value of all unvested shares determined using the closing price of Company's common stock as of the date of Executive's termination.
Payments upon a Termination not in connection with a Change in Control
Payments upon a Termination not in connection with a Change in Control If the Company terminates the employment of the NEO without cause or if the NEO terminates employment for good reason, within the agreement's specified period, the applicable NEO shall be entitled to: •Full base salary earned through date of termination at the rate then in effect at the time notice for termination is given; •Accrued and unused vacation pay; •Any earned but unpaid amounts arising under such NEO's participation in the Company's compensation plans and programs prior to the termination; •Twenty-four months of continued compensation for the CEO and twelve months of continued compensation for other NEOs; •If such termination occurs before the completion of an applicable measuring period, NEO will receive the full target incentive award amount of the STIP NEO would have received had NEO continued to be employed through the end of such period; and •A cash severance equal to the market value of all unvested shares determined using the closing price of Company's common stock as of the date of Executive's termination. As used above, the terms "cause," "good reason," and "change in control" shall have the meaning ascribed to such terms in the Executive's employment agreement. Restricted Stock. Assuming the employment of a named executive officer was terminated due to death or disability, as of December 31, 2024, each named executive officer would be entitled to accelerated vesting of unvested restricted stock awards. In the event of a Change in Control, each named executive officer would be entitled to accelerated vesting of unvested restricted stock awards on the date of consummation of the Change in Control. All named executive officers who terminate for any other reason shall forfeit all rights to any unvested restricted stock awards. Performance Restricted Stock. Assuming the employment of a named executive officer was terminated due to death or disability, as of December 31, 2024, each named executive officer would be entitled to accelerated vesting of the performance shares based on 100% achievement of the performance measures of the award at target level. In the event of a Change in Control, the performance shares vest on the date of consummation of the Change in Control at an award level based on 100% achievement of the performance measures of the award at target level. In the event a Change in Control occurs after the end of a performance period but prior to the vesting date, the performance shares that have not been previously cancelled and forfeited will become fully vested and payable, based on the Company's actual achievement of the performance measures during the Performance Period. All named executive officers who terminate for any other reason shall forfeit all rights to any unvested performance stock awards.
Pay Versus Performance
Pay Versus Performance As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive "compensation actually paid" (as defined by SEC rules) and certain financial performance metrics of the Corporation for the last three fiscal years. In determining the "compensation actually paid" to our named executive officers, we are required to make various adjustments to amounts that have been reported in the Summary Compensation Table in previous years, as the SEC's valuation methods for this section differ from those required in the Summary Compensation Table. The table below summarizes compensation values both as previously reported in our Summary Compensation Table, as well as the adjusted values required in this section for 2024, 2023 and 2022. The Compensation Committee did not rely on the pay versus performance disclosure when making its incentive compensation decisions. The following table sets forth information concerning the compensation of our principal executive officer, or "PEO," and, on an average basis, the compensation of our other named executive officers, or "non-PEO NEOs," for each of the years ending December 31, 2024, 2023 and 2022, as such compensation relates to our financial performance for each such year. The PEO for each of the years presented within the following tables was David L. Duvall, President and Chief Executive Officer. The non-PEO NEOs for each of the years presented were John P. Zimmer, EVP and Chief Financial Officer, and Eric Palomaki, Chief Operating Officer.
Pay Versus Performance
| | Summary Compensation Table for PEO | Compensation Actually Paid to PEO | Average Summary Compensation Table for non-PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs | Value of Initial Fixed $100 Investment Based On Core Molding Technologies, Inc. | Net Income | | 2024 | $1,966,118 | $1,867,752 | $1,022,284 | $955,917 | $89.26 | $13,299,000 | | 2023 | $2,287,563 | $3,403,077 | $1,183,470 | $1,551,475 | $142.65 | $20,324,000 | | 2022 | $1,963,530 | $2,665,682 | $986,817 | $1,193,100 | $153.18 | $12,203,000 |
Reconciliation of Summary Compensation Table and Compensation Actually Paid
Reconciliation of Summary Compensation Table and Compensation Actually Paid
Reconciliation of Summary Compensation Table and Compensation Actually Paid
| | 2024 | | 2023 | | 2022 | | | | PEO | Non-PEO NEOs | PEO | Non-PEO NEOs | PEO | Non-PEO NEOs | | Total Compensation from Summary Compensation Table | $1,966,118 | $1,022,284 | $2,287,563 | $1,183,470 | $1,963,530 | $986,817 | | Adjustments for Equity Awards | | | | | | | | Adjustment for grant date values in Summary Compensation Table | (735,000) | (340,800) | (668,000) | (328,850) | (668,000) | (279,297) | | Year-end fair value of unvested awards granted in the current year | 633,829 | 293,891 | 774,850 | 381,468 | 834,360 | 348,853 | | Year-over-year difference of year-end fair values for unvested awards granted in prior years | (100,856) | (46,491) | 444,890 | 133,389 | 434,352 | 109,057 | | Difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years(1) | 103,661 | 27,033 | 563,774 | 181,998 | 101,440 | 27,670 | | Compensation Actually Paid | $1,867,752 | $955,917 | $3,403,077 | $1,551,475 | $2,665,682 | $1,193,100 |
Reconciliation of Summary Compensation Table and Compensation Actually Paid
(1) Change in Market is for any period the award was unvested. Once award vests, the award is excluded from the calculation. The Company targets 64% and 60% of the PEO and non-PEO NEOs compensation, respectively, to be performance based. The Company's STIP and LTIP compensation is structured to be impacted by financial performance and cash flows which impact stockholder return. For a description of the Compensation Committee's processes, policies, and considerations when setting compensation and evaluating performance, please see the "Compensation Discussion and Analysis" beginning on page 17 of this Proxy Statement. In 2024 the PEO and non-PEO NEOs compensation actually paid ("CAP") reflects the Company's lower operational performance and total stockholder return.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION The Company uses a combination of cash and equity-based incentive awards to attract and retain qualified candidates to serve on the Board of Directors. The Compensation Committee reviews annually the adequacy and competitiveness of the amount of the annual director's fee and committee fees and makes adjustments as it deems appropriate. As previously noted, the Board engaged Pearl Meyer to complete a comprehensive compensation survey, which included peer group analysis of non-employee director compensation. In June 2024, the Compensation Committee reviewed this survey information. The non-employee directors are compensated on an annual basis as follows:
DIRECTOR COMPENSATION
| Cash Compensation | Annual Compensation (paid quarterly) | | Director Fee (excluding Chairman) | $81,500 | | Chairman Director Fee | $119,500 | | Audit Committee Chairman Fee | $8,000 | | Compensation Committee Chairman Fee | $5,000 | | Nominating and Corporate Governance Committee Chairman Fee | $5,000 |
DIRECTOR COMPENSATION
In March 2024, the Board granted our non-employee directors shares of restricted common stock equivalent to the approximate value of one year's cash compensation, pursuant to the 2021 Plan. No restricted stock award grants vest prior to a director's third anniversary of service with the Company. For directors age 64 and younger, each restricted stock grant vests in three (3) equal installments over the next three (3) years following the date of the grant. For directors 65 and older, each restricted stock grant vests in one installment upon the one year anniversary of the grant date. Vesting of restricted stock grants accelerates upon death, disability or "change-in-control" (as described in the 2021 Plan). Awards made to non-employee directors in 2024 were as follows:
DIRECTOR COMPENSATION
| Director | Restricted Stock Awards | | Thomas R. Cellitti | 6,022 | | Ralph O. Hellmold | 4,106 | | Matthew E. Jauchius | 4,523 | | Sandra L. Kowaleski | 4,367 | | Salvador Miñarro | 4,106 | | Andrew O. Smith | 4,367 |
DIRECTOR COMPENSATION
Stock Ownership Guidelines. The Company has established share ownership guidelines for our non-employee directors to better align our directors’ interest with our stockholders. The guidelines provide that the non-employee directors must maintain Company shares equal in market value to a multiple of cash compensation. The non-employee directors have a five-year accumulation period starting on the date of their first equity related compensation while in a director position. The Company stock ownership guidelines for our directors is as follows:
DIRECTOR COMPENSATION
| Position | Ownership Requirement (Multiple of cash compensation) | | Director | 3x |
DIRECTOR COMPENSATION
As of December 31, 2024, all non-employee directors have met their ownership requirements, except for Salvador Miñarro, whose ownership requirement will begin in March 2029. The table below summarizes the compensation paid by the Company to non-employee directors for the year ended December 31, 2024.
DIRECTOR COMPENSATION
| Name and Principal Position(1)(2) | Fees Earned or Paid in Cash ($) | Restricted Stock Awards(3) ($) | Total ($) | | Thomas R. Cellitti | 117,482 | 115,502 | 232,984 | | Ralph O. Hellmold | 80,130 | 78,753 | 158,883 | | Matthew E. Jauchius | 88,130 | 86,751 | 174,881 | | Sandra L. Kowaleski | 85,130 | 83,759 | 168,889 | | Salvador Miñarro | 80,130 | 78,753 | 158,883 | | Andrew O. Smith | 85,130 | 83,759 | 168,889 |
DIRECTOR COMPENSATION
(1)The columns for “Bonus”, “Non-Equity Incentive Plan Compensation”, “Change in Pension Value and Non-Qualified Deferred Compensation Earnings” and “All Other Compensation” has been omitted from this table because no compensation is reportable thereunder. (2)David L. Duvall, the Company's current President and Chief Executive Officer during the year ended December 31, 2024 is not included in this table, as he was an employee of the Company and thus received no compensation for his service as a director. The compensation received by Mr. Duvall as an employee of the Company is shown above in the Summary Compensation Table. (3)The amounts in the Restricted Stock Awards column reflect the aggregate fair value of restricted stock awards based on the fair value on the date of grant, in accordance with FASB ASC Topic 718. Assumptions used in the calculation of this amount are included in the footnote entitled "Stock Based Compensation" to the Company's audited financial statements for the year ended December 31, 2024 included in the Company's Annual Reports on Form 10-K as filed with the SEC.
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS Composition of the Board of Directors At the annual meeting, the stockholders will elect seven (7) directors to hold office until the election and qualification of their successors or until their earlier resignation, death, disqualification or removal from office. The intention of the proxies is to vote the shares of common stock they represent for the election of David L. Duvall, Thomas R. Cellitti, Ralph O. Hellmold, Matthew E. Jauchius, Sandra L. Kowaleski, Salvador Miñarro and Andrew O. Smith, unless the proxy is marked to indicate that such authorization is expressly withheld. Each nominee is currently a member of the Board of Directors. All of the nominees have stated their willingness to serve and the Company is not aware of any reason that would cause any of the nominees to be unavailable to serve as a director should they be elected at the annual meeting. If any of the nominees should become unavailable for election, the proxies may exercise discretionary authority to vote for a substitute nominee proposed by the Board of Directors. Information with respect to the background and experience of each of the seven nominees currently serving on the Board of Directors is set forth above under the heading "Directors and Executive Officers of Core Molding Technologies, Inc." Under Delaware law and the Bylaws of the Company, the stockholders will elect as directors the seven (7) nominees receiving the greatest number of votes, subject to the Voting Policy adopted by the Board that provides that any nominee who receives a greater number of votes "withheld" than votes "for" such election shall submit notice of resignation for consideration by the Board within 90 days from the date of the election, and shall recuse himself or herself from all deliberations on his or her resignation. The Board shall consider all of the relevant facts and circumstances in its consideration of the action to be taken with respect to such offer of resignation. To the extent that any resignation is accepted, the Board will consider whether to fill such vacancy or vacancies or to reduce the size of the Board. The Company will count shares of common stock as to which voting authority is "withheld" for quorum purposes but will not count those shares toward the election of directors or toward the election of individual nominees specified in the form of proxy. YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF MEMBERS DUVALL, CELLITTI, HELLMOLD, JAUCHIUS, KOWALESKI, MIÑARRO AND SMITH.