DEF 14A of Commercial Vehicle Group, Inc., Apr 19, 2024

DEF 14A of Commercial Vehicle Group, Inc.

Filed Apr 19, 2024 · FY20230001628280-24-016814

Open on EDGAR

  1. Page

    | Securities Authorized for Issuance under Equity Compensation Plans | 61 | | CEO Pay Ratio | 62 | | Pay Versus Performance Table | 63 | | Other Matters - Submission of Stockholders’ Proposals and Additional Information | 67 | | Soliciting Proxies | 68 | | Appendix A | 69 |

  2. Proxy Summary

    Proxy Summary This summary highlights certain information contained elsewhere in our proxy statement. This summary does not contain all the information that you should consider, and you should carefully read the entire proxy statement and our 2023 Annual Report to Stockholders before voting. The Notice of Annual Meeting of Stockholders, the accompanying proxy statement and our 2023 Annual Report to Stockholders are available at www.cvgrp.com/proxy and www.proxyvote.com and are first being sent or made available to stockholders commencing on or about April 18, 2024. About Us Commercial Vehicle Group, Inc. and its subsidiaries, is a global provider of systems, assemblies and components to the global commercial vehicle market, the electric vehicle market, and the industrial automation markets. We deliver real solutions to complex design, engineering and manufacturing problems while creating positive change for our customers, industries, and communities we serve. References herein to the "Company", "CVG", "we", "our", or "us" refer to Commercial Vehicle Group, Inc. and its subsidiaries. We have manufacturing operations in the United States, Mexico, China, United Kingdom, Czech Republic, Ukraine, Morocco, Thailand, India and Australia. Our products are primarily sold in North America, Europe, and the Asia-Pacific region. We primarily manufacture customized products to meet the requirements of our customers. We believe our products are used by a majority of the North American Commercial Truck manufacturers, many construction vehicle original equipment manufacturers ("OEMs"), parts and service dealers, distributors, as well as top e-commerce retailers. Governance and Board Highlights

  3. Proxy Summary

    | 6 of our 7 director nominees are independent Independent, non-executive Chairman of the Board Ongoing Board refreshment: two new experienced directors added in the last 12 months Over 40% of our director nominees are gender or racially diverse Director nominees with diverse business experiences, backgrounds and expertise in a wide range of fields | Significant Board engagement on strategy and capital deployment Board monitors corporate culture Directors interact with key talent through Board discussions and planned one-on-one sessions Well-developed Board and individual director evaluation process Annual election of directors |

  4. Proxy Summary

    Board Changes in 2023 Mr. Harold C. Bevis resigned from his role as President and Chief Executive Officer and Board member effective May 19, 2023. Mr. Robert C. Griffin, our Chairman of the Board was elected the interim President and Chief Executive Officer as of May 19, 2023 and served in the interim role until December 20, 2023. During the time Mr. Griffin served as the interim President and Chief Executive Officer, he was not an independent Director. Mr. James R. Ray, an independent Director, was elected President and Chief Executive Officer effective December 20, 2023, where upon, he remained as a Director, but ceased being an independent Director. On August 14, 2023, Mr. Roger L. Fix, a Director since June 2014, informed the Company that he will be retiring from the Board without standing for re-election at the 2024 Annual Meeting of Stockholders, effective the date of the 2024 Annual Meeting of Stockholders. On September 26, 2023, the Board elected Ms. Melanie K. Cook as an independent Director. On December 8, 2023, the Board elected Mr. William C. Johnson as an independent Director. director evaluation process (page 24) Annual election of directors with majority voting Director service on other public company boards is limited to three or just their own board if a director is an executive of another public company Our 2024 Board Nominees

  5. Proxy Summary

    | 7 Nominees | | | | ------Years of Service on Board of Directors------ | Robert C. Griffin | James R. Ray | | 2 4 1 0-2 years 3-10 years 11-18 years | Chairman of the Board Retired Head of Investment Banking, Americas, Barclays Retired member of the Executive Committee for the Montgomery Division of Banc of America Securities Age: 76 Director since 2005 Independent | President and Chief Executive Officer Retired President, Engineered Fastening, Stanley Black & Decker, Inc. Age: 60 Director since 2020 | | ----------------Nominee Ages (years)---------------- | | | | 4 2 1 50-60 61-65 66-76 Average age is 60 years | | | | | Melanie K. Cook | Ruth Gratzke | | | Retired Chief Operating Officer of GE Appliances Age: 51 Director since 2023 Independent Committees: A, C | President and Chief Executive Officer, Siemens Industry, Inc. Age: 53 Director since 2021 Independent Committees: A, N |

  6. Proxy Summary

    | -----------------Skills and Experience----------------- | | | | Griffin Ray Cook Gratzke Johnson Nauman Rancourt | | | | Executive Leadership ✓ ✓ ✓ ✓ ✓ ✓ ✓ | | | | Strategic Management ✓ ✓ ✓ ✓ ✓ ✓ ✓ | | | | Finance/ Accounting ✓ ✓ ✓ ✓ ✓ ✓ ✓ | | | | Operations ✓ ✓ ✓ ✓ ✓ ✓ ✓ | William C. Johnson | J. Michael Nauman | | International ✓ ✓ ✓ ✓ ✓ ✓ | Chief Executive Officer, Avail Infrastructure Solutions Age: 60 Director since 2023 Independent Committees: C, N | Retired President, Chief Executive Officer and Board Member of Brady Corporation Age: 61 Director since 2021 Independent Committees: A, C, N | | M&A ✓ ✓ ✓ ✓ ✓ ✓ ✓ | | | | Legal/Risk/ ✓ ✓ ✓ ✓ ✓ ✓ ✓ Governance | | | | -----------Gender and Racially Diversity------------- 43% | | | | | Wayne M. Rancourt | | | | Retired Executive Vice President, Chief Financial Officer & Treasurer of Boise Cascade Company Age: 61 Director since 2016 Independent Committees: A, C | | | | A: Audit C: Compensation N: Nominating, Governance and Sustainability | |

  7. Proxy Summary

    Virtual Annual Meeting of Stockholders ime and Date Wednesday, November 4, 2020 10:00 a.m. Eastern Time Place Virtual Meeting www.virtualshareholdermeeting.com/CAH2020 Record Date September 8, 2020 This year’s Annual Meeting will be conducted exclusively online without an option for physical attendance. We believe that hosting a virtual meeting will enable greater stockholder attendance and participation from any location around the world. You will be able to participate in the virtual Annual Meeting online, vote your shares electronically, and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/CVGI2024 and entering the 16-digit control number included in the Notice of Internet Availability of Proxy Materials, voting instruction form or proxy card that was sent to you with this proxy statement. Roadmap to Voting Matters Stockholders will be asked to vote on the following proposals at the Annual Meeting:

  8. Proxy Summary

    | Proposal | Board Recommendation | Page Reference | | Proposal 1: To elect seven director nominees named in this Proxy Statement to hold office until the 2025 Annual Meeting of Stockholders | FOR each director nominee | 14 | | Proposal 2: To vote on a non-binding advisory proposal on the compensation of the named executive officers | FOR | 33 | | Proposal 3: To ratify the appointment of KPMG LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2024 | FOR | 34 |

  9. Proxy Summary

    How to Vote in Advance of the Annual Meeting You can vote on matters presented at the Annual Meeting in four ways: 1) You can vote by filling out, signing and dating your proxy card and returning it in the enclosed envelope, OR 2) You can vote over the Internet, OR 3) You can vote by telephone, OR 4) You can attend the virtual Annual Meeting and vote online during the Annual Meeting. If you properly fill out your proxy card and send it to us, or submit your proxy over the Internet or by telephone, in each case, prior to the Annual Meeting, your shares will be voted at the Annual Meeting as you have directed. If you do not specify a choice on your properly submitted proxy, the shares represented by your proxy card will be voted FOR the election of all nominees named in this proxy statement, FOR the approval, on a non-binding advisory basis, of the compensation of our named executive officers as disclosed in this proxy statement, and FOR the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2024. You can submit a proxy by Internet by logging onto www.proxyvote.com and following the instructions. You can submit a proxy by telephone by dialing 1-800-690-6903 and following the instructions. To vote your shares during the Annual Meeting, click on the vote button provided on the screen and follow the instructions provided. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the log in page. Stockholders may submit questions during the Annual Meeting on the Annual Meeting website. More information regarding the question and answer process, including the number and types of questions permitted, and how questions will be recognized and answered, will be available in the meeting rules of conduct, which will be posted on the Annual Meeting website prior to the meeting.Internet Visit 24/7 www.proxyvote.com Telephone Call the toll-free number 1-800-690-6903 within the United States, U.S. territories or Canada and follow the instructions provided by the recorded message Mail Mark, sign and date your proxy card and return it by mail in the enclosed postage-paid envelope Questions and Answers About Voting Q Who can attend the meeting? A All stockholders as of the record date, or their duly appointed proxies, may attend the virtual meeting by entering the 16-digit control number that is printed in the box marked by the arrow on your proxy card. Please note that if you hold your shares in “street name” (that is, beneficially through a broker or other nominee), you must obtain a proxy from your financial institution and use the 16-digit control number that is printed in the box marked by the arrow on your proxy card to enter the Annual Meeting. Q If my shares are held in “street name” by my broker, will my broker vote my shares for me? A If you hold shares beneficially in street name, in order to ensure your shares are voted, you must provide voting instructions to your broker. If you do not provide timely voting instructions to your broker, whether your shares can be voted by such person depends on the type of item being considered for vote. Your broker will have the discretion to vote your shares on “routine” matters, but your broker will be able to vote your shares on “non-routine” matters only if you provide instructions on how to vote. Therefore, you should follow the directions provided by your broker regarding instructions to vote your shares. The ratification of KPMG LLP as our independent registered public accounting firm for 2024 is the only routine matter on which your broker will have discretionary voting authority. All other matters to be voted on at the Annual Meeting are “non-routine” and thus non-discretionary for voting purposes. Q Can I change my vote or revoke my proxy after I have mailed my proxy card? A Yes, you can revoke your proxy at any time before your proxy is voted at the Annual Meeting. You can do this in one of three ways: •First, you can send a written notice to CVG's Chief Legal Officer, Compliance Officer and Secretary at our headquarters stating that you would like to revoke your proxy. •Second, you can complete and submit a later dated proxy. •Third, you can attend the virtual Annual Meeting and vote online during the Annual Meeting. Simply attending the meeting, however, will not revoke your proxy unless you properly vote at the Annual Meeting or specifically request that your prior proxy be revoked by delivering a written notice to the Chief Legal Officer, Compliance Officer and Secretary at our headquarters stating that you would like to revoke your proxy. If you have instructed a broker to vote your shares, you must follow the directions you received from your broker to revoke your proxy. Q How are votes counted? A Stockholders of record of our common stock as of the close of business on March 18, 2024 are entitled to vote at the annual meeting. As of March 18, 2024, there were 33,885,223 shares of common stock outstanding. The presence in person or by proxy of a majority of the outstanding shares of common stock will constitute a quorum for the transaction of business. Each share of common stock is entitled to one vote on each matter to come before the Annual Meeting. Under Delaware law, if you have returned a valid proxy or attend the meeting in person, but abstain from voting, your shares will nevertheless be treated as present and entitled to vote. Your shares, therefore, will be counted in determining the existence of a quorum. Abstentions will have no effect on the outcome of the vote on the election of directors and will count as a vote against the other proposals. Under Delaware law, “broker non-votes,” as defined later in this proxy statement, are also counted for purposes of determining whether a quorum is present. Broker non-votes will have no effect on the outcome of any proposal to be voted on at the Annual Meeting. Q How are proxies being solicited and who pays for the solicitation of proxies? A Initially, we will solicit proxies by mail. Our directors, officers and employees may also solicit proxies in person or by telephone without additional compensation. We will pay all expenses of solicitation of proxies. Q Can I access this proxy statement and the Company’s 2023 Annual Report on Form 10-K electronically? A The proxy statement and our 2023 Annual Report on Form 10-K are available through the investor page on our website at www.cvgrp.com/proxy and through the Broadridge Proxy Vote website at www.proxyvote.com. Voting and Revocability of Proxies When proxies are properly dated, executed and returned, the shares they represent will be voted as directed by the stockholder on all matters properly coming before the Annual Meeting. Where specific choices are not indicated on a valid proxy, the shares represented by such proxies received will be voted: 1. FOR the election of the nominees for directors named in this proxy statement; 2. FOR the approval, on a non-binding advisory basis, of the compensation of our named executive officers as disclosed in this proxy statement; 3. FOR the ratification of the appointment of KPMG LLP as independent registered public accounting firm for fiscal 2024. In addition, if other matters are properly brought before the Annual Meeting and we do not have notice of these matters within a reasonable time prior to the Annual Meeting, all proxies will be voted in accordance with the discretion of the persons appointed as proxies in the proxy card. If for any reason any of the nominees is not available as a candidate for director, the persons named as proxy holder will have the discretion to vote for such other candidate or candidates as may be nominated by the Board of Directors.

  10. Proxy Summary

    Returning your completed proxy will not prevent you from voting online during the Annual Meeting should you be present and desire to do so; provided that if you have instructed a broker to vote your shares, you must follow the directions you received from your broker to change your vote. In addition, your proxy may be revoked at any time prior to its exercise either by giving written notice to our Chief Legal Officer, Compliance Officer and Secretary prior to the Annual Meeting, by submission of a later-dated proxy or attending the virtual Annual Meeting online and voting during the Annual Meeting. At the Annual Meeting, the inspector of election will determine the presence of a quorum and will tabulate the results of the stockholders’ voting. The presence of a quorum is required to transact the business proposed to be transacted at the Annual Meeting. The presence in person or by proxy of holders of a majority of the outstanding shares of common stock entitled to vote will constitute the necessary quorum for any business to be transacted at the Annual Meeting. In accordance with the General Corporation Law of the State of Delaware (the “DGCL”), properly executed proxies marked “abstain,” as well as proxies held in street name by brokers for which the beneficial owner does not provide voting instructions on non-routine matters (“broker non-votes”), will be considered “present” for the purposes of determining whether a quorum has been achieved at the Annual Meeting. The seven nominees for director will be elected by a plurality of the votes present in person or represented by proxy at the Annual Meeting and entitled to vote in the election of directors, meaning that the persons receiving the greatest number of "for" votes cast at the Annual Meeting in person or by proxy, up to the total number of directors to be elected at the Annual Meeting, will be elected. Consequently, any shares of common stock present in person or by proxy at the Annual Meeting but not voted for any reason, including abstentions and broker non-votes, have no impact in the election of directors, except to the extent that the failure to vote for an individual may result in another individual receiving a larger number or percentage of votes. The affirmative vote of the holders of a majority of the shares of common stock present in person or represented by proxy at the Annual Meeting and entitled to vote thereon is required for all other matters. Stockholders have no right to cumulative voting as to any matter, including the election of directors. Record Date and Share Ownership Only stockholders of record of the common stock on our books at the close of business on March 18, 2024 will be entitled to vote at the Annual Meeting. On that date, we had 33,885,223 shares of common stock outstanding. A list of our stockholders will be open to the examination of any stockholders, for any purpose germane to the meeting, at our headquarters, located at 7800 Walton Parkway, New Albany, Ohio 43054, for a period of ten (10) days prior to the meeting; however, please contact Aneezal Mohamed at (614) 289-0326 or by email at Aneezal.Mohamed@cvgrp.com to coordinate your review. Each share of common stock entitles the holder thereof to one vote on all matters submitted to stockholders.

  11. Corporate Governance

    Corporate Governance Proposal 1 — Election of Directors Our Board currently has eight members including Roger L. Fix who has announced his resignation from the Board effective as of this Annual Meeting. The Board has nominated seven nominees -- James R. Ray, Melanie K. Cook, Ruth Gratzke, Robert C. Griffin, William C. Johnson, J. Michael Nauman and Wayne M. Rancourt -- for election as directors at the Annual Meeting, and such nominees will, if elected, serve for a term expiring at the annual meeting of stockholders in 2025. Each of the director nominees has agreed to be named in this proxy statement, to serve as director if elected and has been nominated by the Board, following a recommendation by the Nominating, Governance & Sustainability Committee (the "NG&S Committee"). All seven nominees currently serve as directors of the Company. In the event any nominee is unable or unwilling to serve as a director at the time of the Annual Meeting (which is not anticipated), the persons named on the enclosed proxy card as proxy holders will have the discretion to vote for such other candidate or candidates as may be nominated by the Board of Directors. The seven persons receiving the highest number of FOR votes of shares present in person or represented by proxy at the Annual Meeting and entitled to vote in the election of directors will be elected. A vote to “WITHHOLD” on the election of directors and broker non-votes will have no effect on the outcome of the election of directors. Recommendation of the Board

  12. Corporate Governance

    | | The Board recommends that you vote FOR the election of the nominees listed on pages 15 through 21. |

  13. Corporate Governance

    Board Membership Criteria: What we look for The NG&S Committee has used, over the last few years, a formal process to identify potential candidates for nomination as directors. In the formal process, the NG&S Committee has retained an executive search firm to identify potential candidates for consideration by the NG&S Committee and the Board. Generally, candidates have significant business experience. The NG&S Committee considers properly submitted stockholder recommendations for candidates for the Board. The NG&S Committee has established criteria that identify desirable experience for prospective Board members, including experience as an officer in a public or substantial private company, breadth of knowledge about issues affecting CVG or our industry, expertise in finance, logistics, manufacturing, law, human resources or marketing. While the NG&S Committee does not have a formal diversity policy with respect to nominees, the NG&S Committee shares our commitment to an inclusive culture and endorses equal opportunity principles and practices that support these values. Accordingly, the NG&S Committee may consider whether a potential nominee, if elected, assists in achieving a mix of Board members that represent a diversity of background and experience. The NG&S Committee believes that the backgrounds and qualifications of its directors, as a group, should provide a broad mix of experience, knowledge and abilities that will allow the Board to fulfill its responsibilities. The NG&S Committee is committed to nondiscrimination in its selection practices and makes decisions solely on the basis of skills, qualifications and experience. Personal attributes for prospective Board members include integrity and sound ethical character, absence of legal or regulatory impediments, absence of conflicts of interest, demonstrated track record of achievement, ability to act in an oversight capacity, appreciation for the issues confronting a public company, adequate time to devote to the Board and its committees and willingness to assume broad fiduciary responsibilities on behalf of all stockholders. The NG&S Committee considers a director’s past attendance record, participation and contribution to the Board in considering whether to recommend the reelection of such director. Our Director Nominees The Board seeks members that possess the experience, skills and diverse backgrounds to perform effectively in overseeing our current and evolving business and strategic direction and to properly perform the Board’s oversight responsibilities. All director nominees bring to the Board a wealth of executive leadership experience derived from their diverse professional backgrounds and areas of expertise. As a group, they have business acumen, global business experience and financial expertise, as well as public company board experience. In addition, three of the seven director nominees are gender or ethnically diverse. Each director nominee has sound judgment and integrity and is able to commit sufficient time and attention to the activities of the Board. All director nominees other than our Chief Executive Officer are independent.

  14. Corporate Governance

    | Age 76 Director since 2005 Independent Director | Robert C. Griffin | | | Chairman of the Board of CVG Head of Investment Banking, Americas, Barclays (retired) | | | Background | | | Robert C. Griffin has served as a Director since July 2005, and was elected Chairman in 2019, and served as Interim President and CEO from May 2023 through December 2023. Mr. Griffin’s career spanned over 25 years in the financial sector until he retired from Barclays Capital, where from June 2000 to March 2002 he was Head of Investment Banking, Americas and a member of the Management Committee. Prior to joining Barclays Capital, Mr. Griffin was a member of the Executive Committee for the Montgomery Division of Banc of America Securities and held a number of positions with Bank of America, including Group Executive Vice President and Head of Global Debt Capital Raising and as a Senior Management Council Member. Since 2005, he has served on a number of boards, both public and private, including during the last five years, the board of Builders FirstSource, Inc. (ending in 2019). | | | Qualifications | | | Mr. Griffin has a broad understanding of the financial and investment world. He has over sixteen years of experience in senior and executive management positions with large corporations which included responsibility for determining and executing successful strategies. Mr. Griffin has also served as Chairman of the Board of Directors of another public company, been on numerous committees of each company where he has served as a Director and brings a depth of knowledge about corporate governance from those roles to his service on the Board of Commercial Vehicle Group. Mr. Griffin earned a Master of Business Administration degree from Northwestern University and a Bachelor of Science degree in Finance from Miami University. |

  15. Corporate Governance

    | Age 60 President and Chief Executive Officer Director since March 2020 | James R. Ray | | | President and Chief Executive Officer of CVG | | | Background | | | Mr. Ray has served as President and Chief Executive Officer since December 2023 and as a Director since March 2020. He also currently serves as an Independent Director on the Board of Spirit AeroSystems, Inc. In addition to his Board roles, Mr. Ray has provided consulting services to Fortune 100 companies and private equity portfolio companies. Until November 2020, he served as President, Engineered Fastening at Stanley Black & Decker, Inc. where he held various global industrial P&L and operational leadership roles since 2013. Prior to Stanley Black & Decker, Mr. Ray spent more than 25 years in global P&L and engineering leadership roles at TE Connectivity, Delphi and GM. | | | Qualifications | | | Mr. Ray brings extensive expertise in electronics and electrical engineering within global industrial and automotive operations which is closely aligned with CVG’s long-term growth strategy. Mr. Ray earned a Master of Science degree in Manufacturing Management from Kettering University and a Bachelor of Science degree in Electrical and Electronics Engineering from Howard University. |

  16. Corporate Governance

    | Age 51 Director since October 2023 Board Committees: Audit Committee; and Compensation Committee Independent Director | Melanie K. Cook | | | Chief Operating Officer, GE Appliances (retired) | | | Background | | | Melanie K. Cook joined as Director in October 2023 and she serves on the Audit and Compensation committees of the Board. Ms. Cook brings a wealth of leadership, operating experience and expertise in a multitude of business areas. She was Chief Operating Officer at GE Appliances from 2017 until her retirement in 2021. In that executive position, Melanie was responsible for full operations leadership for the multi-billion-dollar revenue business covering 15,000 employees globally. | | | Qualifications | | | Ms. Cook's nearly 30 years of global experience includes business unit leadership roles with full P&L responsibility, product lifecycle management, digitization, end-to-end supply chain, global sourcing, and finance/audit across multiple industries globally. Melanie has been an independent Director of Badger Meter, Inc. since February 2022, where she serves on the Audit and Compliance Committee of the Board. She holds a Bachelor of Science in Business Administration, with a specialty in Decision and Information Sciences from the University of Florida. |

  17. Corporate Governance

    | Age 52 Director since 2021 Board Committees: Audit Committee; and Nominating, Governance and Sustainability Committee Independent Director | Ruth Gratzke | | | President and Chief Executive Officer of Siemens Industry, Inc. | | | Background | | | Ruth Gratzke has served as a Director since July 2021 and she serves on the Audit and Nominating, Governance and Sustainability committees of the Board. Ms. Gratzke has served as President & CEO, Siemens Industry, Inc., an industrial manufacturing company, and as President of Siemens Smart Infrastructure, United States, Siemens AG, since 2020, after rejoining the company in 2019. From 2017 to 2019, Ms. Gratzke was Divisional Vice President, Power Systems at Hubbell Incorporated, an international manufacturer of quality electrical, lighting and power solutions, and from 2014 to 2017, Ms. Gratzke was General Manager and Global Product Line Lead, Industrial Breakers, Power Components at General Electric Company. Prior to joining GE, Ms. Gratzke held a number of general management positions at Siemens AG over a period of 19 years. | | | Qualifications | | | Ms. Gratzke brings more than 25 years of commercial experienced and expertise on a multitude of topics including business development, industrial manufacturing operations, strategic planning, project management and international business operations. Ms. Gratzke earned her Master of Science degree in Electric Engineering from University of Erlangen-Nuremberg (Germany). |

  18. Corporate Governance

    | Age 60 Director since 2023 Board Committees: Compensation Committee; and Nominating, Governance and Sustainability Committee Independent Director | William C. Johnson | | | Chief Executive Officer of Avail Infrastructure Solutions | | | Background | | | William C. Johnson has served as a Director since December 2023 and he serves on the Compensation and Nominating, Governance and Sustainability committees of the Board. Since October 2022, Mr. Johnson has served as CEO and a member of the Board of Directors of Avail Infrastructure Solutions. From October 2018 to July 2022, Mr. Johnson served as the President and CEO of Welbilt, Inc. (WBT), and from July 2016 to June 2018, he served President and CEO and COO of Chart Industries, Inc. Prior to that he held multiple roles of increasing responsibility at Dover Refrigeration and Food Equipment, Hillphoenix, ABB and ESAB. | | | Qualifications | | | Mr. Johnson brings tremendous leadership experience to the CVG Board. He has served as the CEO of several public, private, and sponsor-backed companies in the industrial and manufacturing space. His proven record of success across various executive roles speaks to his exceptional capabilities. Mr. Johnson holds a bachelor's degree in ceramic engineering from Alfred University and an MBA from Rollins College. He started his professional career as a nuclear engineer in the U.S. Navy aboard the submarine USS Stonewall Jackson. |

  19. Corporate Governance

    | Age 61 Director since 2021 Board Committees: Audit Committee; Compensation Committee; and Nominating, Governance and Sustainability Committee Independent Director | J. Michael Nauman | | | President, Chief Executive Officer & Board Member of Brady Corporation (retired) | | | Background | | | J. Michael Nauman has served as a Director since June 2021 and serves on the Audit, Compensation and Nominating, Governance and Sustainability committees of the Board. Mr. Nauman served on Brady Corporation’s Board of Directors and as the President and CEO of Brady Corporation, a developer and manufacturer of specialty products, technical equipment, and services for identifying components used in workplaces, from 2014 until 2022. Prior to joining Brady Corporation, Mr. Nauman spent 20 years at Molex Incorporated, where he led global businesses in the automotive, data communications, industrial, medical, military/aerospace and mobile sectors. In 2007, he became Molex's Senior Vice President leading its Global Integrated Products Division and was named Executive Vice President in 2009. Before joining Molex in 1994, Mr. Nauman was a tax accountant and auditor with Arthur Andersen and Controller and then President of Ohio Associated Enterprises, Inc. | | | Qualifications | | | Mr. Nauman brings more than 35 years of experience in commercial and operational leadership, strategy development, restructuring, and mergers and acquisitions. He is a board member of the Little Rock Museum of Discovery, the Quapaw Area Council of the Boy Scouts of America, and the Anthony School Board of Trustees. He holds a bachelor of science degree in management from Case Western Reserve University. Mr. Nauman is a certified public accountant and chartered global management accountant. |

  20. Corporate Governance

    | Age 61 Director since 2016 Board Committees: Audit Committee; and Compensation Committee Independent Director | Wayne M. Rancourt | | | Executive Vice President, Chief Financial Officer & Treasurer of Boise Cascade Company (retired) | | | Background | | | Wayne M. Rancourt has served as a Director since July 2016 and serves on Audit and Compensation committees of the Board. In May 2021, Mr. Rancourt retired as Executive Vice President, Chief Financial Officer & Treasurer of Boise Cascade Company, a $5.5 billion in revenues North American based manufacturing and distribution company. He served in that role beginning in August 2009. Mr. Rancourt has over 30 years of experience in various finance roles including chief financial officer, treasurer, investor relations, strategic planning, as well as internal audit. | | | Qualifications | | | Mr. Rancourt brings strong financial expertise to the Board through his experience in various finance roles. He has over 30 years of experience in senior and executive management positions in the finance field which includes responsibility for determining and executing successful strategies. Mr. Rancourt received a Bachelor of Science degree in Accounting from Central Washington University. |

  21. Overview

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (1)(2) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Robert C. Griffin | 140,000.00 | 134,416.80 | — | — | — | — | 274,417.00 | | Wayne M. Rancourt | 95,000.00 | 134,416.80 | — | — | — | — | 229,417.00 | | Roger L. Fix | 90,000.00 | 134,416.80 | — | — | — | — | 224,417.00 | | James Ray | 128,858.70 | 134,416.80 | — | — | — | — | 263,276.00 | | Ruth Gratzke | 75,000.00 | 134,416.80 | — | — | — | — | 209,417.00 | | J. Michael Nauman | 75,000.00 | 134,416.80 | — | — | — | — | 209,417.00 | | Melanie K. Cook | 18,750.00 | 105,955.04 | — | — | — | — | 124,705.00 | | William C. Johnson | 18,750.00 | 117,978.30 | — | — | — | — | 136,728.00 |

  22. EXECUTIVE COMPENSATION

    EXECUTIVE COMPENSATION Compensation Policies and Practices Our compensation philosophy is designed to attract and retain exceptional leaders who will deliver the Company’s annual business plan; execute our long-term diversification and growth strategy; create long-term shareholder value; and exceed the expectations of our customers, and employees. The Compensation Committee (as used in this section, the "Committee"), which is comprised entirely of independent directors, has a pay for performance philosophy that is reflected in our compensation plan designs, and places a majority of each executive officer’s total compensation at risk each year. Our compensation plans are designed to provide appropriate incentives to encourage the execution of our business plan and we defer the delivery of significant portions of incentive compensation in order to link the interests of management to long-term value creation for our stockholders. Incentive awards are based on short-term and long-term financial metrics, designed to encourage profitable innovation and growth, without encouraging excessive or unnecessary risk taking. To further mitigate risk taking, the Committee sets a minimum performance threshold and a maximum payment limit on incentive award opportunities each year and has adopted executive stock ownership guidelines, an anti-hedging policy, and a clawback policy. In 2023, we exceeded expectations with respect to all three of our annual goals: operating income; working capital; and new revenue expectations. Bonus payouts reflected this performance with payments above target for all three metrics for the 2023 Annual Incentive Plan ("AIP"). Our executive compensation programs will continue to pay for performance and place considerable emphasis on variable compensation to align Named Executive Officer ("NEO") pay with long-term stockholder value creation. The Committee believes that the structure of our executive compensation program is appropriate and aligns with the Company's compensation philosophy and pay for performance program objectives. Compensation Discussion and Analysis

  23. Executive Summary

    Executive Summary This Executive Summary provides an overview of the 2023 compensation programs for our NEOs and should be read in conjunction with the complete Compensation Discussion and Analysis (“CD&A”) in this report. For 2023, our NEOs included: •James R. Ray, President and CEO, beginning December 20, 2023; •Robert C. Griffin, interim President and CEO from May 19, 2023 to December 20, 2023; •Harold Bevis, former President and CEO; ceased to be an NEO on May 19, 2023; •Andy Cheung, Executive Vice President and Chief Financial Officer; •Aneezal H. Mohamed, Chief Legal Officer, Compliance Officer and Secretary; •Richard Tajer, President of Electrical Systems; and •Kristin S. Mathers, Chief Human Resource Officer. Our compensation programs are designed to balance annual and long-term organizational goals with individual performance and contributions of the NEOs to ensure our executive compensation programs are closely aligned with the interests of our stockholders. The Committee uses multiple performance measures to ensure an appropriate mix of annual and long-term incentives and to avoid over-weighting the Company's short-term objectives. Each NEO has a significant portion of total compensation that is at-risk in any given year, and each NEO receives long-term cash and equity awards to encourage retention and further align their interests with those of our stockholders. At our 2023 Annual Meeting of Stockholders held on May 11, 2023, the compensation of our NEOs was approved, on an advisory basis, by approximately 93.37% of our stockholders who voted on the matter. The Committee considered the results of this vote, which it viewed as strong investor support for our executive compensation philosophy and programs, but did not take any specific compensation actions in fiscal year 2023 in response to the executive compensation advisory vote. At the 2024 Annual Meeting of Stockholders, we will again hold an advisory vote to approve executive compensation. The Committee will continue to consider the results of this vote and future advisory votes, which we view as an important indicator of stockholder sentiment regarding our compensation philosophy, when contemplating executive compensation decisions and will continue to review and adjust our incentive programs, as appropriate, to align with our stockholders' interests.

  24. Compensation Philosophy, Objectives and Process

    Compensation Philosophy, Objectives and Process Compensation Philosophy and Objectives Our executive compensation programs are designed to align total compensation with the Company’s financial performance and each NEO’s individual experience, performance, and proficiencies while also supporting our ability to attract, motivate, and retain NEOs capable of operating profitably throughout each business cycle. Each NEO has a substantial portion of total compensation at risk in any given year, and each NEO receives long-term cash and equity awards to closely align their realized compensation with changes in stockholder value. This multi-year framework of cash and equity awards closely links total compensation to the creation of stockholder value and aligns the interests of our NEOs with those of our stockholders, while also managing share usage. The specific objectives of our executive compensation program include: •Attracting and retaining highly qualified executives who will embrace our strategy and values, and contribute to our long-term success; •Linking executive compensation to the achievement of our short- and long-term financial, operation and strategic objectives; •Aligning executive compensation with each executive’s individual contributions, performance, and scope of responsibility; and •Fostering a culture of performance and accountability that drives best-in-class performance. The Committee has structured and refined our executive compensation programs based on these objectives, while also considering the long term, cyclical nature of our industry. We seek to balance the consideration of those measures that our NEOs directly influence with the cyclical market forces that the Company and its executives cannot control. Our executive compensation program generally includes both annual and long-term incentive opportunities, and provides for cash and equity-based awards, as well as salary and benefit programs that are competitive within our industry and revenue scope. The Committee is committed to paying executives for performance and rewarding an increase in long-term stockholder value, while discouraging excessive risk taking. The Committee considers a number of factors when setting total compensation including individual performance and skillset, industry benchmarks, market conditions, current business challenges, and long-term strategic objectives. The Committee intends to continue to implement a compensation philosophy that places a greater emphasis on at-risk compensation tied to long-term performance. Our compensation philosophy is represented by those practices we support and those that we avoid, as detailed below.

  25. Compensation Philosophy, Objectives and Process

    We set performance targets for our annual cash incentive compensation program such that NEOs receive their targeted annual compensation only if our pre-determined performance targets are achieved. When performance exceeds the pre-determined targets, total compensation will be above targeted levels and when performance is below the pre-determined targets, total compensation will be below targeted levels. In 2023, the Company's performance was above target. Compensation Process In 2023, the Committee considered the following factors as part of the process by which it made executive compensation determinations: •The accelerated execution of the Company's long-term diversification and growth strategy; •Achievement of key financial metrics and operational outcomes; •Evaluations of individual NEO’s competencies, performance and contributions; and •The competitiveness of executive compensation as compared to our compensation peer group, as well as data compiled by our independent compensation consultant, Meridian. This analysis is performed on a periodic basis by Meridian. A full study was conducted in November 2022 that was used for setting 2023 pay levels. An additional study was completed in November 2023 for select executive roles, including the CEO role. These studies are based on a peer group consisting of industrial companies of comparable size, as described below.

  26. Compensation Structure

    Compensation Structure Compensation Levels and Benchmarking The Committee engaged Meridian to assist with a periodic review and analysis of compensation data for comparable positions in similarly sized general manufacturing companies. The analysis used for 2023 benchmarking purposes was prepared by Meridian in November 2022 and incorporated data from third party proprietary compensation surveys in addition to proxy data from the published peer group. The examination and comparison of this compensation data is an important component of the Committee’s review but does not serve as the sole basis for compensation decisions, and no formulaic methodology is used by the Committee when referring to such data in connection with executive compensation decisions. Beginning in 2023, the Committee approved an adjusted TSR peer group that mirrored the updated 2023 compensation peer group, which includes the following:

  27. Compensation Structure

    | 2023 Bonus Plan Performance Goals | | | | | | Consolidated Metric (Weighting) | Threshold | Target | Superior | Actual | | Operating Income Margin (60%) | 3.9% | 4.9% | 5.9% | 5.1% | | New Revenues ($ Millions) (25%) | 100M | 125M | 150M | 158M | | Operating Working Capital % Sales (15%) | 22.5% | 20.5% | 18.5% | 18.9% | | Payout for Performance Level Shown Above (% of Target) | 25% | 100% | 200% | 173% |

  28. Compensation Structure

    | 2023 Bonus Summary | | | | | | Metric | Total | Operating Income Margin | New Sales | OWC % of Sales | | Weighting | | 60% | 25% | 15% | | Payout Calculation | | 160% | 200% | 180% | | Weighted Payout | 173% | 96% | 50% | 27% |

  29. Compensation Structure

    | Bonus Plan - 2024 Metrics and Weighting | | | | | | Metric Weighting | Strategic Goal: New Business | Operating Income Margin | Operating Working Capital % of Sales | TOTAL | | | 20% | 60% | 20% | 100% |

  30. Compensation Structure

    The 2024 target incentive will be 100% weighted to enterprise results for Mr. Ray, Mr. Cheung, Mr., Mohamed and Ms. Mathers due to their enterprise positions. Mr. Tajer's weighting will be weighted with 50% payout target on Business Unit (Electrical) results and 50% enterprise weighting. The 2024 target incentive opportunity established for Mr. Ray is 100% of base salary. The 2024 target incentive opportunity established for Mr. Mohamed is 75% of base salary. The 2024 target incentive opportunity established for Mr. Tajer is 70% of base salary. The 2024 target incentive opportunity established for Mr. Cheung is 65% of base salary. The 2024 target incentive opportunity for Ms. Mathers is 60% of base salary. Long-Term Incentives The Company's Equity Incentive Plan is designed to recognize and reward executive officers for efforts related to the long-term growth and success of the Company. The Equity Incentive Plan permits grants of various types of equity-based awards, including stock options, stock-settled stock appreciation rights, restricted stock, restricted stock units, performance shares and units, and other equity-based and cash awards, at the discretion of the Committee. This range of available awards provides the Committee the flexibility to grant appropriate types of awards under different circumstances, depending on our needs and the relative importance of compensation objectives as they may change from time to time. As designed, our LTIP generally includes equity-based awards in the form of time-based restricted stock, which vests ratably over three years or cliff vests upon the grantee reaching the "Rule of 70", which is the date the grantee reaches at least 60 years of age and when that grantee's age and total years of employment with the Company equals 70. The Committee continues to believe restricted stock is an appropriate element of long-term compensation because it serves as a retention incentive for the current management team whose skills and experience are desirable and sought after within the industry. Restricted stock also aligns the NEOs' interests directly with those of the stockholders, as the NEOs will realize greater or lesser value based on stock price changes during the vesting period which will parallel the interests of our stockholders over the same period. The restricted share component of the LTIP represents 50% of the total opportunity for plan participants, except for Mr. Ray for whom the restricted share component represents 45% of the total opportunity. The balance of the LTIP incentive is generally comprised of cliff vested restricted cash to preserve shares and/or performance shares tied to our TSR over a three-year performance period, relative to the TSR peer group. In 2022, the Committee approved an additional Return on Investment Capital ("ROIC") metric that was included as a piece of the three-year performance period along with the TSR and this additional ROIC metric will continue into 2024. TSR is defined as the change in stock price in addition to any dividends paid over the three-year performance cycle. TSR calculations are based on average closing stock prices, both for us and for our peers, for the twenty trading days leading up to the beginning and end of the performance cycle. On March 1, 2023, the Committee approved awards for each NEO. The target for Mr. Bevis was set at $2,350,000. The target for Mr. Cheung was set at 135% of base salary. The target for Mr. Mohamed was set at 100% of base salary. The target for Mr. Tajer was set at 100% of base salary. The target for Ms. Mathers was set at 80% of base salary. The LTIP award for Messrs. Cheung, Mohamed, Tajer and Ms. Mathers was equally weighted between time-based restricted stock and cliff vested restricted cash awards under the original plan design as described above. Messrs. Mohamed and Tajer were also eligible for a restricted cash award for the LTI period commencing January 1, 2021 and vesting on December 31, 2023. Mr. Mohamed’s original cash target was $160,000. The vested award was 61.54% of target, or $69,860, based on relative TSR performance measured against the comparator group in place at the time the 2021 awards were established. Mr. Tajer’s original cash target was $120,000. The vested award was 61.54% of target, or $52,397, based on relative TSR performance measured against the comparator group in place at the time the 2021 awards were established. Messrs. Mohamed and Tajer’s awards were paid on January 19, 2024 and are reflected in the Summary Compensation Table as Incentive Plan Compensation.

  31. Timing of Equity Grants

    Timing of Equity Grants We did not grant any stock options or stock appreciation rights during 2023.

  32. Post-Termination Payments

    Post-Termination Payments Change-in-Control Agreements Mr. Bevis resigned from his role as President and Chief Executive Officer effective May 19, 2023. As such, his employment agreement terminated effective May 19, 2023. Mr. Ray is party to a Change in Control Agreement executed in December 2023. Mr. Mohamed is party to a Change in Control Agreement executed in October 2014. Mr. Tajer is party to a Change in Control Agreement executed in January 2020. Ms. Mathers is party to a Change in Control Agreement executed in December 2021. Mr. Cheung is party to a Change in Control Agreement executed in December 2022. The Change-in-Control Agreements specify severance payments in the event of certain employment termination scenarios both before and following a Change-in-Control of the Company. The agreements generally provide the following: Mr. Bevis •Mr. Bevis resigned from his role as President and Chief Executive Officer effective May 19, 2023. As such, his Employment Agreement terminated effective May 19, 2023. Mr. Bevis was not entitled to any severance or other termination payments under the Employment Agreement as a result of his resignation. Mr. Ray •Termination without Cause or by the executive for Good Reason in the absence of a Change-in-Control: Any annual incentive based on actual performance earned with respect to the previous calendar year but unpaid as of the employment termination date; a prorated amount of the annual incentive for the calendar year in which the termination occurs; and salary continuation severance pay at the base salary rate for an additional 24 months. •Termination without Cause or by the executive for Good Reason within 13 months of a Change-in-Control: Any annual incentive based on actual performance earned with respect to the previous calendar year but unpaid as of the employment termination date; a prorated amount of the annual incentive for the calendar year in which the termination occurs; the amount of any earned but unpaid portion of any incentive compensation, or any other fringe benefit to which the executive is entitled under the agreement through the date of the termination as a result of the Change-in-Control; an amount equal to the base salary rate for an additional 24 months plus target annual bonus plus COBRA payments for 18 months and immediate vesting of all restricted stock awards. •Non-compete and non-solicitation provisions that continue for 12 months following termination of employment. •The agreement does not provide for any tax gross up payments. Messrs. Cheung, Mohamed, and Tajer and Ms. Mathers, •Termination without Cause or by the executive for Good Reason in the absence of a Change-in-Control: Any annual incentive based on actual performance earned with respect to the previous calendar year but unpaid as of the employment termination date; a prorated amount of the annual incentive for the calendar year in which the termination occurs; and salary continuation severance pay at the base salary rate for an additional 12 months. •Termination without Cause or by the executive for Good Reason within 13 months of a Change-in-Control: Any annual incentive based on actual performance earned with respect to the previous calendar year but unpaid as of the employment termination date; a prorated amount of the annual incentive for the calendar year in which the termination occurs; the amount of any earned but unpaid portion of any incentive compensation, or any other fringe benefit to which the executive is entitled under the agreement through the date of the terminations as a result of the Change-in-Control; an amount equal to the sum of the executive’s base salary plus the average annual incentive received over the last three fiscal years, plus any medical, financial and insurance coverage provided under the annual compensation plan; and accelerated vesting of all outstanding stock options and restricted stock or cash awards. •Non-compete and non-solicitation provisions that continue for 12 months following termination of employment. •The agreements do not provide for any tax gross up payments. Severance payments under these agreements will end immediately if the executive is in violation of any of the obligations under the agreement or if we learn of any facts relating to the executive’s job performance or conduct that would have given us cause to terminate an executive's employment. Payments under Messrs. Ray, Cheung, Mohamed, and Tajer and Ms. Mathers Change-in-Control Agreements are subject to applicable delay periods for benefits that constitute non-qualified deferred compensation under Section 409A of the Internal Revenue Code. As defined in the Change-in-Control Agreements, “Cause” generally means (1) dishonesty in carrying out company business; (2) engaging in acts injurious to us; (3) willful failure to follow Board directives; (4) illegal conduct or gross misconduct; (5) breach of the employment agreement or Change-in-Control Agreement; (6) violation of our code of conduct; or (7) a felony or certain misdemeanors. “Good Reason” means (1) a material change in duties and responsibilities; (2) reduction in base salary or failure to increase salary following a change-in-control; (3) relocation outside the Columbus, Ohio metropolitan area; (4) material reduction of incentive opportunities; (5) failure to provide substantially similar benefits following a Change-in-Control; (6) failure of successor to assume the Change-in-Control Agreement; (7) request that executive engage in illegal conduct; or (8) breach of the Change-in-Control Agreement. “Change-in-Control” means (1) change in more than 50% of beneficial ownership of CVG; (2) change in more than a majority of voting shares following any transaction; (3) change in more than half of the Board over two consecutive years, unless the election of each director who was not a director at the beginning of such period has been approved in advance by directors of the Company representing at least one-half of the directors then in office who were directors at the beginning of the period; or (4) sale of all, or substantially all, of our assets. The potential payments that result from these various events are set forth below in the section entitled “Potential Payments upon Termination or Change-in-Control.” The Committee believes the use of these agreements provides an important retention incentive for the NEOs primarily in the context of potential corporate transactions. Retirement Plans We sponsor tax-qualified employee savings and retirement plans (collectively the “401(k) Plan”) that cover most employees who satisfy certain eligibility requirements relating to minimum age and length of service. Under the 401(k) Plan effective at December 31, 2023, eligible employees, including all of the current NEOs, may elect to contribute between 1% and 5% of their annual compensation and receive a Company matching contribution of 100% of the first 3% of employee contributions, and 50% of the next 2% of employee contributions. All matching dollars vest immediately under CVG's 401(k) Plan. The matching amounts received by the NEOs in 2023 are set forth below in the “All Other Compensation” column of the “Summary Compensation Table. The 401(k) Plan and the non-qualified Deferred Compensation Plan described below represent the only sources of retirement income provided by the Company for the NEOs. Deferred Compensation Plan

  33. Stock Ownership Guidelines and Hedging Policies

    | 2023 Summary Compensation Table | | | | | | | | | | Name and Principal Position | Year | Salary ($) | Stock Awards ($) (2) | Incentive Plan Compensation ($) (3) | Discretionary Bonus ($) (4) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (5) | All Other Compensation ($) (6) | Total ($) | | Ray R. James (1) | 2023 | 10,385 | 1,521,843 | — | — | — | 362,359 | 1,894,587 | | President and Chief Executive Officer and Director | | | | | | | | | | Robert C. Griffin (1) | 2023 | 720,000 | 631,827 | — | — | — | 153,200 | 1,505,027 | | Former Interim President and Chief Executive Officer and Director | | | | | | | | | | Harold C. Bevis (1) | 2023 | 343,750 | 1,626,811 | — | — | — | 23,102 | 1,993,663 | | Former President and Chief Executive Officer and Director | 2022 | 550,000 | 1,717,957 | 415,500 | — | — | 48,427 | 2,731,884 | | | 2021 | 536,539 | 1,638,097 | 660,000 | 1,350,000 | — | 45,078 | 4,229,714 | | Andy Cheung (1) | 2023 | 450,000 | 388,199 | 506,903 | — | — | 13,200 | 1,358,302 | | Chief Financial Officer | 2022 | 95,192 | 220,000 | 292,500 | 100,000 | — | — | 707,692 | | Aneezal H. Mohamed (1) | 2023 | 367,904 | 182,734 | 552,887 | — | — | 13,200 | 1,116,725 | | Chief Legal Officer, Compliance Officer and Secretary | 2022 | 357,455 | 180,864 | 289,494 | — | — | 12,200 | 840,013 | | | 2021 | 309,920 | 160,000 | 335,450 | — | — | 11,600 | 816,970 | | Richard Tajer (1) | 2023 | 374,154 | 191,705 | 507,191 | — | — | 13,200 | 1,086,250 | | President of Electrical Systems | 2022 | 331,000 | 150,731 | 315,991 | — | — | 12,200 | 809,922 | | | 2021 | 316,949 | 120,000 | 278,556 | — | — | 11,600 | 727,105 | | Kristin S. Mathers (1) | 2023 | 357,143 | 141,912 | 312,703 | — | — | 13,200 | 824,958 | | Chief Human Resource Officer | 2022 | 347,000 | 183,386 | 36,435 | — | — | 22,290 | 589,111 | | | 2021 | 110,773 | 299,999 | 197,790 | — | — | 127,765 | 736,327 |

  34. 2023 Grants of Plan-Based Awards

    2023 Grants of Plan-Based Awards

  35. 2023 Grants of Plan-Based Awards

    | | | Estimated Future and Possible Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Share Equity Incentive Plan Awards | | | | | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold ($) | Target ($) | Maximum ($) | All Other Stock Awards: Number of Shares of Stock or Units (#) (3) | Grant Date Fair Value of Stock and Option Awards ($) | | James R. Ray | 5/19/23(4) | — | — | — | — | — | — | 13,716 | 96,149 | | | 12/20/23(5) | — | — | — | — | — | — | 217,096 | 1,521,843 | | Robert C. Griffin | 5/11/23(6) | — | — | — | — | — | — | 13,716 | 96,149 | | Harold C. Bevis | N/A(2) | — | — | — | — | — | — | — | — | | Andy Cheung | N/A(1) | 16,875 | 450,000 | 900,000 | — | — | — | — | — | | | 3/31/23(2) | 299,844 | 599,688 | 1,199,376 | — | — | — | — | — | | | 3/31/23(3) | — | — | — | — | — | — | 53,178 | 388,199 | | Aneezal H. Mohamed | N/A(1) | 13,292 | 354,455 | 708,910 | — | — | — | — | — | | | 3/31/23(2) | 89,364 | 178,727 | 357,454 | — | — | — | — | — | | | 3/31/23(3) | — | — | — | — | — | — | 25,032 | 182,734 | | Richard Tajer | N/A(1) | 14,063 | 375,000 | 750,000 | — | — | — | — | — | | | 3/31/23(2) | 93,750 | 187,500 | 375,000 | — | — | — | — | — | | | 3/31/23(3) | — | — | — | — | — | — | 26,261 | 191,705 | | Kristin S. Mathers | N/A(1) | 13,013 | 347,000 | 694,000 | — | — | — | — | — | | | 3/31/23(2) | 69,400 | 138,800 | 277,600 | — | — | — | — | — | | | 3/31/23(3) | — | — | — | — | — | — | 19,440 | 141,912 |

  36. 2023 Grants of Plan-Based Awards

    (1)"N/A" refers to the lack of a specific grant date for the annual incentive opportunity. See the “Compensation Discussion and Analysis - Annual Incentive Compensation” for a description of the 2023 metrics for the Commercial Vehicle Group Bonus Plan. These amounts represent potential payouts under the Bonus Plan in 2023. Actual awards can be found in the “Summary Compensation Table” under the column titled “Incentive Plan Compensation." (2)See "Compensation Discussion and Analysis - Long Term Incentives" for a description of the cash performance awards. These amounts represent potential payouts under the cash performance awards granted on March 31, 2023 under the 2020 Equity Incentive Plan. Messrs. Ray, Cheung, Mohamed, Tajer and Ms. Mathers' awards will be earned and payable following the end of the three-year performance period that concludes on December 31, 2025. Mr. Bevis resigned on May 19, 2023 and was no longer eligible for the Long-Term Incentives as of December 31, 2023. However, Mr. Bevis received an award of restricted shares on March 31, 2023, that immediately vested upon grant based on the rule relating to vesting upon attaining retirement age and Mr. Bevis resigned from the Company effective May 19, 2023. (3)Represents the restricted stock awarded on March 31, 2023 under the 2020 Equity Incentive Plan. Mr. Mohamed's awarded shares fully vested in 2023 due to the rule relating to vesting upon attaining retirement age. (4)Represents the restricted stock awarded for Mr. Ray's Board of Directors position on May 11, 2023 under the 2020 Equity Incentive Plan. Mr. Ray's awarded shares will fully vest on May 11, 2024. (5)Represents the restricted stock awarded to Mr. Ray upon acceptance of CEO position and effective on the official start date of the position. These shares ratably vest on December 31, 2024, 2025, and 2026. (6)Represents the restricted stock awarded for Mr. Griffin's Board of Directors position on May 11, 2023 under the 2020 Equity Incentive Plan. Mr. Griffin's awarded shares will fully vest on May 11, 2024. The following table shows the number of shares covered by unvested restricted stock held by the NEOs on December 31, 2023, calculated using the closing stock price of $7.01 on December 29, 2023:

  37. Outstanding Equity Awards at Fiscal 2023 Year-End

    Outstanding Equity Awards at Fiscal 2023 Year-End

  38. Outstanding Equity Awards at Fiscal 2023 Year-End

    | Name | Note | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | James R. Ray | (1) | 230,812 | 1,617,992 | — | — | | Robert C. Griffin | (2) | 13,716 | 96,149 | — | — | | Harold C. Bevis | (3) | — | — | — | — | | Andy Cheung | (3) | 57,947 | 406,208 | — | — | | Richard Tajer | (3) | 23,453 | 164,406 | — | — | | Kristin S. Mathers | (3) | 26,202 | 183,676 | — | — |

  39. Outstanding Equity Awards at Fiscal 2023 Year-End

    (1) With respect to Mr. Ray, represents 13,716 unvested shares granted on May 11, 2023 when he was an independent Director, these shares will cliff vest on May 11, 2024, and 217,096 unvested shares granted on December 20, 2023 when he was elected President and CEO; these shares will ratably vest December 31, 2024, 2025 and 2026. (2) With respect to Mr.Griffin, represents 13,716 unvested shares granted on May 11, 2023 as an independent Director; these shares will cliff vest on May 11, 2024. (3) Mr. Bevis' unvested shares fully vested in March 2023 and Mr. Mohamed's unvested shares fully vested in November 2023 due to the rule relating to vesting upon attaining retirement age, as such they are excluded from this table. For Mr. Cheung, 22,495 unvested shares were issued November 2022 which vested ratably on December 31, 2023,and will vest ratably on December 31, 2024 and 2025. Mr. Tajer's unvested shares represent one-third of the stock issued March 2021 which ratably vested on December 31, 2023 and two-thirds of the stock issued March 2022 which ratably vested on December 31, 2023 with one-third vesting on December 31, 2024. For Ms. Mathers, her unvested shares represent one-third of her sign on incentives that ratably vests on January 28, 2024, one-third of the stock issued March 2022 which ratably vested on December 31, 2023 and one-third vesting on December 31, 2024 and one-third of the stock issued May 2022 which ratably vested on December 31, 2023 and one-third vesting on December 31, 2024. In March 2023, each of Ms. Mathers and Messrs. Cheung and Tajer received unvested shares, of which 1/3rd ratably vested on December 31, 2023 and the remainder will ratably vest on December 31, 2024 and 2025. The following table shows the number of shares of common stock acquired by the NEOs upon the vesting of restricted stock during 2023:

  40. Outstanding Equity Awards at Fiscal 2023 Year-End

    | 2023 Option Exercise and Stock Vested Table (1) | | | | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) (4) | | James R. Ray(2) | 15,919 | 102,041 | | Robert C. Griffin(3) | 110,081 | 733,868 | | Harold C. Bevis | 261,836 | 1,823,767 | | Andy Cheung | 28,973 | 203,701 | | Aneezal H. Mohamed | 44,699 | 291,437 | | Richard Tajer | 18,748 | 131,423 | | Kristin S. Mathers | 24,333 | 175,514 |

  41. Outstanding Equity Awards at Fiscal 2023 Year-End

    (1)CVG stock options have not been awarded. (2)With respect to Mr. Ray, represents 15,919 unvested shares granted on May 19, 2022 when he was an independent Director; these shares cliff vested on May 11, 2023, the date of the 2023 annual stockholder meeting. (3)With respect to Mr. Griffin, represents 15,919 unvested shares granted on May 19, 2022 when as an independent Director; these shares cliff vested on May 11, 2023, the date of the 2023 annual stockholder meeting, and 94,162 shares granted on December 8, 2023 n recognition of his role as interim President and CEO; these shares vested upon grant. (4)Calculated using the closing price of CVGI shares as of the vesting date. In the case of Messrs. Ray and Griffin, with respect to independent Director grants referenced in footnotes 2 and 3 above, the closing price of CVGI shares on May 11, 2023 was $9.80. With respect to Mr. Griffin the closing price of CVGI shares on December 8, 2023 was $6.71. In the case of Mr. Bevis the closing price of CVGI shares on January 2, 2023 was $6.87, March 23, 2023 was $6.69 and March 31, 2023 was $7.30. In the case of Mr. Cheung the closing price of CVGI shares on December 31, 2023 was $7.01. In the case of Mr. Mohamed, the closing price of CVGI shares on November 30, 2023 was $6.52. In the case of Mr. Tajer, the closing price of CVGI shares on December 31, 2023 was $7.01. In the case of Ms. Mathers, the closing price of CVGI shares on January 27, 2023 was $7.50 and December 31, 2023 was $7.01. The 2023 Deferred Compensation Table has been omitted because the NEOs did not contribute to or participate in the Company's Deferred Compensation Plan in 2023. Additionally, the Company does not provide matching dollars under the Deferred Compensation Plan. The table below shows the compensation payable to each NEO upon the occurrence of the following events: voluntary termination or involuntary for cause termination; death or disability; retirement; involuntary not for cause termination; change-in-control, and change-in-control and termination within thirteen months. The amounts shown assume that each event was effective as of December 31, 2023 and are estimates of the amounts which would be paid out to the NEOs upon their termination. Mr. Bevis was no longer an NEO effective May 19, 2023 as a result of his resignation and as such, he is not included in this table. For the effective period reflected in the table below, with respect to Mr. Ray, as he served in the President and CEO role only from December 20, 2023 to December 31, 2023, his compensation in 2023 is a limited payout and would not include AIP or performance awards. The actual amounts to be paid to each NEO can only be determined at the time of such person’s separation.

  42. Potential Payments Upon Termination or Change in Control Table (8)

    Potential Payments Upon Termination or Change in Control Table (8)

  43. Potential Payments Upon Termination or Change in Control Table (8)

    | Executive | Voluntary Termination or Involuntary for Cause Termination ($) | Death or Disability ($) | Retirement ($) | Involuntary not for Cause Termination ($) | Change-in-Control ($) | Change-in-Control and Termination Within Thirteen Months ($)(2) | | James R. Ray | | | | | | | | Severance Payment (1) | — | 900,000 | — | 1,800,000 | — | 2,700,000 | | Restricted Stock (3) | — | 1,617,992 | 1,617,992 | 1,617,992 | — | 1,617,992 | | Stock Performance Award (4) | | — | — | — | — | — | | Cash Performance Award (5) | — | — | — | — | — | — | | Benefit Continuation (6) | — | — | — | 50,000 | — | 50,000 | | Legal Counsel Representation (7) | — | — | — | — | — | 150,000 | | Totals | — | 2,517,992 | 1,617,992 | 3,467,992 | — | 4,517,992 | | Andy Cheung | | | | | | | | Severance Payment (1) | — | 799,403 | — | 1,699,403 | — | 1,315,202 | | Restricted Stock (3) | — | 406,208 | 406,208 | — | — | 406,208 | | Cash Performance Award (5) | — | — | 578,957 | — | 578,957 | 781,970 | | Benefit Continuation (6) | — | — | — | — | — | 31,000 | | Legal Counsel Representation (7) | — | — | — | — | — | 50,000 | | Totals | — | 1,205,611 | 985,165 | 1,699,403 | 578,957 | 2,584,380 | | Aneezal H. Mohamed | | | | | | | | Severance Payment (1) | — | 762,001 | — | 1,505,507 | — | 1,123,383 | | Restricted Stock (3) | — | — | — | — | — | — | | Cash Performance Award (5) | — | — | 397,861 | — | 397,861 | 397,861 | | Benefit Continuation (6) | — | — | — | — | — | 21,000 | | Legal Counsel Representation (7) | — | — | — | — | — | 50,000 | | Totals | — | 762,001 | 397,861 | 1,505,507 | 397,861 | 1,592,244 | | Richard Tajer | | | | | | | | Severance Payment (1) | — | 717,413 | — | 1,467,413 | — | 1,111,320 | | Restricted Stock (3) | — | 164,406 | 164,406 | — | — | 164,406 | | Cash Performance Award (5) | — | — | 363,933 | — | 363,933 | 363,933 | | Benefit Continuation (6) | — | — | — | — | — | 23,000 | | Legal Counsel Representation (7) | — | — | — | — | — | 50,000 | | Totals | — | 881,819 | 528,339 | 1,467,413 | 363,933 | 1,712,659 | | Kristin S. Mathers | | | | | | | | Severance Payment (1) | — | 493,143 | — | 1,214,903 | — | 919,569 | | Restricted Stock (3) | — | 183,676 | 183,676 | — | — | 222,014 | | Cash Performance Award (5) | — | — | 297,546 | — | 297,546 | 297,546 | | Benefit Continuation (6) | — | — | — | — | — | 31,000 | | Legal Counsel Representation (7) | — | — | — | — | — | 50,000 | | Totals | — | 676,819 | 481,222 | 1,214,903 | 297,546 | 1,520,129 |

  44. Potential Payments Upon Termination or Change in Control Table (8)

    (1)The Severance Payment includes salary continuation obligations, severance payments and cash bonus payments the NEO is entitled to receive on any trigger event. In the case of death or disability, Mr. Ray is entitled to earned but unpaid portion of his base salary through the termination date. Additionally, (i) he is entitled to any annual incentive cash bonus earned with respect to the previous calendar year, but unpaid as of the employment termination date; and a prorated amount of the annual bonus for the calendar year in which the termination occurs, calculated by multiplying the annual bonus that he would have received for such year had his employment continued through the end of such calendar year by a fraction, the numerator of which is the number of days he was employed during the applicable year and the denominator of which is 365, (ii) any non-vested restricted shares shall immediately vest. In the event of termination by the Company without Cause, the Company will (1) pay the earned but unpaid portion of base salary through the termination date and will continue to pay the base salary for an additional twenty-four (24) months, (ii) maintain for his benefit (or at his election make COBRA payments for his benefit) for a period of eighteen (18) months, and (iii) make any unvested restricted shares or performance shares to continue to vest in accordance with the vesting schedule contained in the respective grant agreement as if he remained an active employee of the Company. In the case of Messrs. Cheung, Mohamed, Tajer and Ms. Mathers, if the NEO is separated as a result of death, disability, or qualified retirement or is terminated by the Company without cause, the amount represents payment of any annual incentive award earned in the prior year but not yet paid and a prorated amount of the Annual Bonus for the calendar year in which the termination occurs, calculated by multiplying the Annual Bonus that the Executive would have received for such year had NEO's employment continued through the end of such calendar year by a fraction, the numerator of which is the number of days the NEO was employed during the applicable year and the denominator of which is 365 and in the event of termination by the Company without cause, the Company will continue to pay the NEO his/her Base Salary in accordance with the Company's payroll practices in effect at the time of the employment separation. (2)In the event of a Change-in-Control and termination within thirteen months, the NEOs are entitled to the earned but unpaid portion of incentive compensation. The unpaid earned compensation is payable within 15 days after termination of employment, but if the NEO is deemed to be a “specified employee” (within the meaning of Section 409A of the Code) on the date of termination of his employment, any severance payments that are considered deferred compensation subject to the requirements of 409A will be made on the earlier of (A) six months from the date of the NEO's separation from service, and (B) the date of his death (the “delay period”). Upon the expiration of the delay period, all payments that would have been paid in the absence of such delay shall be paid to the NEO in a lump sum, and any remaining payments and benefits shall be paid or provided in accordance with the Change-in-Control Agreement. In the event of a Change in Control and termination within thirteen months, the severance/salary termination benefit for Mr. Ray is equal to two times the amount of his current base salary plus annual bonus. In the event of a Change in Control and termination within thirteen months, the severance benefit for Messrs. Cheung, Mohamed, Tajer, and Ms. Mathers is equal to the amount of their current annual compensation, which is defined as the total of the base salary in effect at the time of the termination, plus the average annual performance incentive award actually received by the NEO over the last three fiscal years. The current annual compensation does not include the value of any stock options granted or exercised, restricted stock awards granted or vested, or contributions to 401(k) or other qualified plans. One-half of the salary termination benefit is payable as a lump sum payment within 30 days of termination and one-half of the salary termination benefit is payable as severance pay in equal monthly payments commencing 30 days after termination of employment and ending on the date that is the earlier of two and one-half months after the end of the fiscal year in which termination occurred or death, but if the NEO is deemed to be a “specified employee” (within the meaning of Section 409A of the Internal Revenue Code) on the date of termination of his employment, any severance payments that are considered deferred compensation subject to the requirements of 409A will be made on the earlier of the delay period. Upon expiration of the delay period, all payments that would have been paid in the absence of such delay shall be paid to the NEO in a lump sum, and any remaining payments and benefits shall be paid or provided in accordance with the Change-in-Control Agreement. (3)Payments relating to restricted stock represent the value of unvested restricted stock as of December 31, 2023 that will immediately vest in the trigger event, calculated by multiplying the number of unvested shares of restricted stock as of December 31, 2023 by the closing market price of our common stock on December 29, 2023, which was $7.01. See the "Outstanding Equity Awards at Fiscal 2023 Year-End Table." (4)There were no stock performance awards awarded to Mr. Ray in 2023. (5)In the event of a Change-in-Control, the cash performance award will be earned and paid based on the Total Shareholder Return calculated through the end of the most recently completed fiscal quarter prior to the Change-in-Control, subject to any terms and conditions set forth in the plan and/or imposed by the Committee. The grantee will vest in the remaining unvested portion of the Cash Performance Award (determined assuming maximum performance for any performance period not yet completed) upon the grantee’s termination of employment due to (i) the grantee’s death, Disability, Retirement or resignation for Good Reason or by the Company without Cause (as defined in the Change-in-Control Agreement. For Messrs. Mohamed and Tajer, the amount presented represents the amount that would be earned and paid based on our Total Shareholder Return relative to the Total Shareholder Return of companies in the Total Shareholder Return Peer Group, for each of the following award periods: January 1, 2022 to December 31, 2024, and January 1, 2023 to December 31, 2025. For Ms. Mathers and Mr. Cheung, the amount presented represents the amount that would be earned and paid based on our Total Shareholder Return relative to the Total Shareholders Return of companies in the Total Shareholder Return Peer Group, for the award periods January 1, 2022 to December 31, 2024 and January 1, 2023 to December 31, 2025. (6)Represents any health, dental and vision insurance coverage provided at the time of termination of employment for a period of 18 months for Mr. Ray and 12 months for Messrs. Cheung, Mohamed, Tajer and Ms. Mathers. (7)Represents the maximum amount reimbursable for legal expenses in connection with enforcement of the Change-in-Control Agreement in the event of a dispute following a Change-in-Control. (8)Mr. Griffin is excluded from this table as he was not entitled to any payments upon termination or Change of Control. Mr. Bevis is excluded from this table as he resigned from the Company effective May 19, 2023 and as such, he was not entitled to any payments upon termination or Change of Control. The Company is obligated to pay the following pursuant to the NEOs’ Change-in-Control Agreement:

  45. Potential Payments Upon Termination or Change in Control Table (8)

    Terminations due to death, disability, for “Cause” or voluntary termination - The NEO will receive the earned but unpaid portion of base salary through the termination date. For terminations by the Company without “Cause” prior to a Change-in-Control - The NEO will receive the earned but unpaid portion of base salary through the termination date plus base salary in accordance with CVG's payroll practices in effect at the time of employment separation for an additional 24 months for Mr. Ray and an additional 12 months for Messrs. Cheung, Mohamed, and Tajer and Ms. Mathers. For without “Cause” or “Good Reason” terminations occurring at or within 13 months of a Change-in-Control - The NEO will receive the earned but unpaid portion of the base salary, credit for accrued but unused vacation and the amount of any earned but unpaid bonus, and incentive compensation or other fringe benefit through the date of termination. Mr. Ray receives two times the amount of his current annual compensation, which is defined as the total of the base salary in effect at the time of termination, plus the average annual incentive actually received by the executive over the last three fiscal years. Mr. Ray also receives the continuation of certain benefits for a period of 18 months. The salary termination benefit for Messrs. Cheung, Mohamed, and Tajer and Ms. Mathers is equal to one time the amount of the current annual compensation and certain benefits continuation for a period of 12 months. In addition, upon a termination without “Cause” or for “Good Reason” within 12 months of a Change in Control, any restrictions on the NEO’s restricted stock awards will lapse and the restricted stock awards will be deemed fully vested. Change-in-Control - Under the cash performance awards, in the event of a Change-in-Control prior to the expiration of the three year performance period, the cash performance award will be earned and paid based on the Total Shareholder Return calculated through the end of the most recently completed fiscal quarter prior to the Change in Control, subject to any terms and conditions set forth in the Equity Plan and/or imposed by the Committee. Non-competition and non-solicitation provisions - Pursuant to the Change-in-Control Agreements, Messrs. Ray, Cheung, Mohamed, and Tajer and Ms. Mathers have agreed not to compete with us, or solicit any of our employees, during the period in which they are employed by us and for a 12-month period thereafter.

  46. CEO PAY RATIO

    CEO PAY RATIO As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following ratio of the annual total compensation of Mr. Ray, President and CEO, Mr. Griffin, interim President and CEO, and Mr. Bevis, former President and CEO, to the annual total compensation of our median employee: For 2023, our last completed fiscal year: •the median compensation of our employees (other than our President and CEO), was $17,857; and •the annual total compensation of the President and CEO as reported in the Summary Compensation Table was $5,393,277. Based on this information, for 2023, the ratio of the annual total cash compensation of our President and CEO, to the annual compensation of our median employee was 302:1. This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described below. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios, particularly as compared to those companies that do not have a strong representative employee population in lower cost regions. To identify the "median employee" from our employee population, we used actual base salary paid, bonus paid and any overtime paid during the 12-month period ending on December 31, 2023. For purposes of this analysis, we annualized the base compensation of any employees who worked a partial calendar year. For purposes of this calculation, we also included the Company cost of non-discriminatory benefits for both our CEO and our median employee. Compensation of non US employees was converted from local currency to US dollars using average exchange rates in effect during the 12-month period ending on December 31, 2023. In 2023 our employee population consisted of approximately 8,200 individuals globally, with the majority based in Mexico and Eastern Europe in our labor intensive wire harness business, which substantially influences the median employee compensation. As compared to the average employee compensation across all geographies within our manufacturing footprint, the ratio of Mr. Ray's compensation is 167:1.

  47. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K (the "PvP Rules"), we are presenting the following information about the relationship between executive compensation actually paid and the Company's financial performance. We disclose below pay versus performance information, including the relationship between executive compensation actually paid, as calculated by SEC rules, and the Company performance.

  48. Pay Versus Performance Table

    Pay Versus Performance Table

  49. Pay Versus Performance Table

    | Year (a) | 2023 | 2022 | 2021 | 2020 | | Summary Compensation Table Total for CEO1 (b) | 1,894,587 | — | — | — | | Compensation Actually Paid to CEO1 (c)(1)(2) | 3,512,579 | — | — | — | | Summary Compensation Table Total for CEO2 (b) | 1,505,027 | — | — | — | | Compensation Actually Paid to CEO2 (c)(1)(2) | 2,233,003 | — | — | — | | Summary Compensation Table Total for CEO3 (b) | 1,993,663 | 2,731,884 | 4,229,714 | 2,743,422 | | Compensation Actually Paid to CEO3 (c)(1)(2) | 2,869,782 | 3,176,782.00 | 5,910,435.00 | 7,169,957 | | Summary Compensation Table Total for CEO4 (d) | — | — | — | 708,219 | | Compensation Actually Paid to CEO4 (e)(1)(2) | — | — | — | 489,192 | | Average Summary Compensation Table Total for Other NEOs (f) | 1,096,559 | 867,997.00 | 819,180.00 | 872,311 | | Average Compensation Actually Paid to Other NEOs (g)(1)(2) | 1,314,495 | 970,114.00 | 935,837.00 | 1,179,059 | | Value of Initial Fixed $100 Investment Based On: Total Shareholder Return (h)(3) | 110.26 | 107.10 | 126.82 | 136.11 | | Value of Initial Fixed $100 Investment Based On: Peer Group Total Shareholder Return (i)(3) | 158.75 | 126.63 | 131.78 | 118.69 | | Net Income (j)(4) | 49,411,000 | (21,971,000) | 23,732,000 | (37,049,000) | | Adjusted Operating Income (k)(5) | 51,116,000 | 36,600,000 | 53,162,000 | 23,932,000 |

  50. Pay Versus Performance Table

    1 James R. Ray served as our President and Chief Executive Officer (CEO1) in December 2023. Robert C. Griffin served as our interim President and Chief Executive Officer (CEO2) from May-December 2023. Harold Bevis served as our President and Chief Executive Officer (CEO3) from January-May 2023, for the full year for each 2022 and 2021, and from March-December 2020. Patrick Miller served as our Chief Executive Officer (CEO4) from January-March 2020. Our non-CEO named executive officers (NEOs) included (a) for 2023, Andy Cheung, Aneezal H. Mohamed, Richard Tajer, Kristin S. Mathers; (b) for 2021, Christopher H. Bohnert, Aneezal H. Mohamed, Richard Tajer, Kristin S. Mathers, Douglas F. Bowen; (c) and for 2020, Christopher H. Bohnert, Douglas F. Bowen, C. Timothy Trenary, and Edmund S. Carney. 2 For each year, the values included in these columns for the compensation actually paid to our CEO1 and CEO2 and the average compensation actually paid to our non-CEO NEOs reflect the following adjustments to the values included in columns (c), (e) and (g), respectively.

  51. Pay Versus Performance Table

    | | 2023 | | | 2022 | 2021 | 2020 | | | CEO | CEO 1 | CEO 2 | CEO 3 | CEO 3 | CEO 3 | CEO 3 | CEO 4 | | Summary compensation table (SCT) total for CEO (column (b) and (d)) | $1,894,587 | $1,505,027 | $1,993,663 | $2,731,884 | $4,229,714 | $2,743,422 | $708,219 | | + year-end fair value of equity awards granted in the covered year that were outstanding and unvested as of the covered year-end | 1,617,992 | — | | | 344,098 | 3,947,670 | — | | -/+ year-over-year change in fair value of equity awards granted in prior years that are outstanding and unvested as of the covered year-end | — | — | — | 141,881 | 1,007,005 | | — | | +vesting date fair value of equity awards granted and vested in the covered year | — | 727,976 | 800,890 | 340,558 | 172,049 | 533,956 | — | | -/+ year-over-year change in fair value of equity awards granted in prior years that vested in the covered year | — | — | 75,229 | (37,541) | 157,569 | (55,091) | (219,027) | | -fair value as of prior-year end of equity awards granted in prior years that failed to vest in the covered year | — | — | — | — | — | — | — | | +excess fair value for equity award modifications | — | | — | — | — | — | — | | Compensation Actually Paid to CEO (column (c) and (e)) | $3,512,579 | $2,233,003 | $2,869,782 | $3,176,782 | $5,910,435 | $7,169,957 | $489,192 |

  52. Pay Versus Performance Table

    | Average SCT total for other NEOs | 2023 | 2022 | 2021 | 2020 | | Summary compensation table (SCT) total for other NEOs (column (f)) | $1,096,559 | $867,997 | $819,180 | $872,311 | | + year-end fair value of equity awards granted in the covered year that were outstanding and unvested as of the covered year-end | 115,523 | 102,762 | 99,665 | 247,234 | | -/+ year-over-year change in fair value of equity awards granted in prior years that are outstanding and unvested as of the covered year-end | 2,084 | (6,249) | (7,591) | 2,447 | | +vesting date fair value of equity awards granted and vested in the covered year | 98,565 | 38,679 | 76,405 | 101,638 | | -/+ year-over-year change in fair value of equity awards granted in prior years that vested in the covered year | 1,764 | (22,795) | (22,988) | (446) | | -fair value as of prior-year end of equity awards granted in prior years that failed to vest in the covered year | — | (10,280) | (28,834) | (44,125) | | +excess fair value for equity award modifications | | — | — | — | | Compensation Actually Paid to other NEOs (column (g)) | $1,314,495 | $970,114 | $935,837 | $1,179,059 |

  53. Pay Versus Performance Table

    3 For each year, total shareholder return for the Company and the peer group was calculated in accordance with Item 201(e) and Item 402(v) of Regulation S-K. For purposes of this pay versus performance disclosure, our peer group is the "New Peer Group" as defined and used for purposes of the performance graph included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, see "Compensation Structure" for peer groups detail. 4 Net income is rounded to the nearest thousand. 5 Adjusted OI is calculated as described in Appendix A.

  54. Pay Versus Performance Relationship Descriptions

    Pay Versus Performance Relationship Descriptions The following graphical comparisons describe the relationships between certain figures included in the Pay Versus Performance Table for each of 2023, 2022, 2021, and 2020, including: (a) a comparison between our cumulative total shareholder return and the total shareholder return of the Peer Group; and (b) comparisons between (i) the compensation actually paid to the CEO1,CEO2 and CEO3 and the average compensation actually paid to our non-CEO NEOs and (ii) each of the performance measures set forth in column (h), (j) and (k) of the Pay Versus Performance Table.