DEF 14A of Commercial Vehicle Group, Inc., Apr 27, 2026

DEF 14A of Commercial Vehicle Group, Inc.

Filed Apr 27, 2026 · FY20250001628280-26-027295

Open on EDGAR

  1. TABLE OF CONTENTS

    | 2025 Grants of Plan-Based Awards Table | 65 | | Outstanding Equity Awards at Fiscal 2025 Year-End | 65 | | 2025 Option Exercise and Stock Vested Table | 67 | | Potential Payments Upon Termination or Change in Control Table | 68 | | Securities Authorized for Issuance under Equity Compensation Plans | 71 | | CEO Pay Ratio | 72 | | Pay Versus Performance Table | 73 | | Other Matters - Submission of Stockholders’ Proposals and Additional Information | 77 | | Soliciting Proxies | 78 | | Appendix A - Second Amended and Restated Commercial Vehicle Group, Inc. 2020 Equity Incentive Plan | 79 | | Appendix B | 107 | | Proxy Card | 106 |

  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 2025 Annual Report to Stockholders before voting. The Notice of Annual Meeting of Stockholders, the accompanying proxy statement and our 2025 Annual Report to Stockholders are available at www.cvgrp.com/proxy and www.proxyvote.com and the proxy statement is first being sent or made available to stockholders commencing on or about April 24, 2026. About Us Commercial Vehicle Group, Inc. and its subsidiaries, is a global provider of systems, assemblies and components to the global commercial vehicle markets and the electric vehicle 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 customer. We believe our products are used by a majority of the North American Commercial Truck manufacturers, many construction and agriculture vehicle original equipment manufacturers ("OEMs"), parts and service dealers and distributors. 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: one new experienced director added in the last 12 months ☑ 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 2025 and 2026 Robert C. Griffin, a Director since July 2005, retired from the Board effective as of the 2025 Annual Meeting of Stockholders. Effective after the 2025 Annual Meeting of Stockholders, William C. Johnson was elected as Chairman of the Board. On August 7, 2025, Ruth Gratzke, a Director since 2021, resigned from the Board. On February 5, 2026, the Board elected Ari B. Levy 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 2026 Board Nominees

  5. Proxy Summary

    | 7 Nominees | | | | ------Years of Service on Board of Directors------ | William C. Johnson | James R. Ray | | 2 4 1 0-2 years 3-6 years 7-10 years | Chairman of the Board Chief Executive Officer, Avail Infrastructure Solutions Age: 62 Director since 2023 Independent | President and Chief Executive Officer Retired President, Engineered Fastening, Stanley Black & Decker, Inc. Age: 62 Director since 2020 | | -------------Nominee Ages (years)---------------- | | | | 2 1 4 45-55 56-60 61-65 Average age is 58 years | | | | | Melanie K. Cook | Ari B. Levy | | | Retired Chief Operating Officer of GE Appliances Age: 53 Director since 2023 Independent Committees: A, C | President and Chief Investment Officer of Lakeview Investment Group Age: 46 Director since 2026 Independent Committees: A, N |

  6. Proxy Summary

    | | | | | | | | | | J. Michael Nauman | Jeffrey S. Niew | | | Retired President, Chief Executive Officer and Board Member of Brady Corporation Age: 63 Director since 2021 Independent Committees: A, N | President and Chief Executive Officer of Knowles Corporation Age: 59 Director since 2024 Independent Committees: C, N | | | | | | | Wayne M. Rancourt | | | | Retired Executive Vice President, Chief Financial Officer & Treasurer of Boise Cascade Company Age: 63 Director since 2016 Independent Committees: A, C, N | | | | A: Audit C: Compensation N: Nominating, Governance and Sustainability | |

  7. Proxy Summary

    Virtual Annual Meeting of Stockholders 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/CVGI2026 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 2027 Annual Meeting of Stockholders | FOR each director nominee | 15 | | Proposal 2: To vote on the Second Amended and Restated Commercial Vehicle Group, Inc. 2020 Equity Incentive Plan | FOR | 32 | | Proposal 3: To vote on a non-binding advisory proposal on the compensation of the named executive officers | FOR | 44 | | Proposal 4: To ratify the appointment of KPMG LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2026 | FOR | 45 |

  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 Second Amended and Restated Commercial Vehicle Group, Inc. 2020 Equity Incentive Plan, 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, 2026. 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 2026 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 16, 2026 are entitled to vote at the annual meeting. As of March 16, 2026, there were 36,634,201 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 2025 Annual Report on Form 10-K electronically? A The proxy statement and our 2025 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 Second Amended and Restated Commercial Vehicle Group, Inc. 2020 Equity Incentive Plan; 3. FOR the approval, on a non-binding advisory basis, of the compensation of our named executive officers as disclosed in this proxy statement; 4. FOR the ratification of the appointment of KPMG LLP as independent registered public accounting firm for fiscal 2026.

  10. Proxy Summary

    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. 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 16, 2026 will be entitled to vote at the Annual Meeting. On that date, we had 36,634,201 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 seven members. The Board has nominated seven nominees -- James R. Ray, Melanie K. Cook, William C. Johnson, Ari B. Levy, J. Michael Nauman, Jeffrey S. Niew 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 2027. 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 16 through 22. |

  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. Additionally, the NG&S Committee considers properly submitted stockholder recommendations for candidates for the Board, and may evaluate such candidates without the use of an executive search firm. 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. 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 62 Director since 2023 Independent Director | William C. Johnson | | | Chairman of the Board of CVG Chief Executive Officer of Avail Infrastructure Solutions | | | Background | | | William C. Johnson has served as a Director since December 2023 and he has served as Chairman of the Board of Directors of CVG since May 2025. 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 as the 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. |

  15. Corporate Governance

    | Age 62 President and Chief Executive Officer Director since March 2020 Non-Independent Director | James R. Ray | | | President and Chief Executive Officer of CVG | | | Background | | | Mr. Ray has served as President and Chief Executive Officer since December 2023. Prior to becoming President and Chief Executive Officer in December 2023, Mr. Ray served as an Independent Director since March 2020. Mr. Ray currently serves as a Non-Independent Director. He also served 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 53 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. She serves on the Audit committee and as chair of the Compensation committee 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, Ms. Cook 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. Ms. Cook has been an independent Director of Badger Meter, Inc. since February 2022, where she serves on the Audit and Compliance Committee of the Board, and is an independent Director of Malibu Boats Inc. since June 2025, where she serves on the Audit and Nominating/Governance Committees. 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 46 Director since 2026 Board Committees: Audit Committee; and Nominating, Governance and Sustainability Committee Independent Director | Ari B. Levy | | | Founder, President and Chief Investment Officer of Lakeview Investment Group | | | Background | | | Ari B. Levy has served as a Director since February 2026 and he serves on the Audit and Nominating, Governance and Sustainability committees of the Board. Mr. Levy has been the founder, President, and Chief Investment Officer of Lakeview Investment Group, a Chicago based Investment Manager focused on the public markets, since 2004. Mr. Levy was the President of Levy Acquisition Corp, a Nasdaq-listed acquisition vehicle, from 2013 to 2015 and subsequently served on the Board of the resulting public company, Del Taco (Nasdaq: TACO), from 2015 until it was acquired by Jack in the Box (Nasdaq: JACK) in March 2022. On February 5, 2026, the Company entered into a Support Agreement with Lakeview Opportunity Fund, LLC, Lakeview Opportunity Fund GP, LLC, LIG Fund Management, LLC and Ari B. Levy, pursuant to which the Company agreed to appoint Mr. Levy to the Board and to nominate Mr. Levy for election at the 2026 annual meeting of stockholders. The Support Agreement also provides that Mr. Levy will join the Audit Committee and the NG&S Committee. The Support Agreement contains customary standstill provisions that extend until the earlier of (i) the 30th day prior to the advance notice deadline for making director nominations at the Company’s 2027 annual meeting of stockholders and (ii) 100 calendar days prior to the first anniversary of the 2026 Annual Meeting. Lakeview owns approximately 8.9% of the outstanding shares of the Company. | | | Qualifications | | | Mr. Levy brings years of commercial experience and expertise on a multitude of topics including mergers and acquisitions, business development, business operations, and strategic planning. Mr. Levy holds a B.A. in International Relations from Stanford University. |

  18. Corporate Governance

    | Age 63 Director since 2021 Board Committees: Audit 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. He serves on the Audit committee and as chair of the Nominating, Governance and Sustainability committee of the Board. Mr. Nauman is Chairman of the Board of Directors and an independent Director of Matthews International Corporation. Mr. Nauman served on Brady Corporation’s Board of Directors and as the President and CEO of Brady Corporation 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. Mr. Nauman is Chairman of the Board and an independent Director of Matthews International. He is a board member of the Little Rock Museum of Discovery, the Natural State Council of Scouting 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. |

  19. Corporate Governance

    | Age 59 Director since 2024 Board Committees: Compensation Committee; and Nominating, Governance and Sustainability Committee Independent Director | Jeffrey S. Niew | | | President and Chief Executive Officer of Knowles Corporation | | | Background | | | Jeffrey S. Niew has served as a Director since December 2024 and he serves on the Compensation and Nominating, Governance and Sustainability committees of the Board. Mr. Niew is the President & CEO (since 2013) of Knowles Corporation, a global market leader of highly engineered solutions utilizing semiconductors and electronic components technologies across a wide array of products and end markets. He was formerly the Vice President of Dover Corporation and President and CEO (from 2011 to February 2014) of Dover Communication Technologies. In 2014, Mr. Niew led the spin-off of Knowles from its previous owner Dover Corporation to a NYSE publicly traded company. Mr. Niew joined Knowles Electronics LLC in 2000, and became Chief Operating Officer in 2007, President in 2008 and President and CEO in 2010. Prior to joining Knowles Electronics, Mr. Niew was employed by Littelfuse, Inc. (from 1995 to 2000) where he held various positions in product management, sales and engineering in the Electronic Products group, and by Hewlett-Packard Company (from 1988 to 1994) where he served in various engineering and product management roles in the Optoelectronics Group. | | | Qualifications | | | Mr. Niew is an experienced senior executive and general manager with diverse global P&L leadership. Mr. Niew brings to the Board expertise in engineered solutions, electronic components technologies, business transformation, strategy development and execution, customer relationship management, innovation and technology development, mergers and acquisitions, and global business integration, along with experience as a public company CEO and director. Mr. Niew is a member of the Advisory Board of the University of Illinois College of Engineering. Mr. Niew holds a bachelor's degree in mechanical engineering from the University of Illinois at Chicago. |

  20. Corporate Governance

    | Age 63 Director since 2016 Board Committees: Audit Committee; Compensation Committee; and Nominating, Governance and Sustainability 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 the Compensation and Nominating, Governance and Sustainability committees and as chair of the Audit Committee 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. Board Leadership

    Board Leadership Robert C. Griffin, a Director since July 2005, retired from the Board effective as of the 2025 Annual Meeting of Stockholders. Effective after the 2025 Annual Meeting of Stockholders, William C. Johnson was elected as Chairman of the Board. On August 7, 2025, Ruth Gratzke, a Director since 2021, resigned from the Board. On February 5, 2026, the Board elected Ari B. Levy as an independent Director. Director Compensation

  22. 2025 Director Compensation

    2025 Director Compensation

  23. 2025 Director Compensation

    | 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(3) | 72,500 | 29,216 | — | — | — | — | 101,716 | | Wayne M. Rancourt | 99,750 | 29,216 | — | — | — | — | 128,966 | | Jeffrey S. Niew | 80,750 | 71,233 | — | — | — | — | 151,983 | | Ruth Gratzke(4) | 63,750 | 29,216 | — | — | — | — | 92,966 | | J. Michael Nauman | 90,250 | 29,216 | — | — | — | — | 119,466 | | Melanie K. Cook | 95,000 | 29,216 | — | — | — | — | 124,216 | | William C. Johnson | 126,750 | 29,216 | — | — | — | — | 155,966 | | Ari B. Levy(5) | — | — | — | — | — | — | — |

  24. 2025 Director Compensation

    | (1) Represents the aggregate value of the restricted stock based on the closing price of $1.52 on June 10, 2025, the grant date for all non-employee directors. The 2025 awards for the non-employee directors was based on the higher of $1.59 or the average closing price for twenty (20) trading days prior to the grant date of June 10, 2025, or $1.38. | | (2) The aggregate number of shares of unvested restricted stock held by each of our non-employee directors as of December 31, 2025 was 75,472 shares. | | (3) Mr. Griffin retired from the Board in May 2025. | | (4) Ms. Gratzke resigned from the Board in August 2025. | | (5) Mr. Levy was elected to the Board in February 2026. |

  25. 2025 Director Compensation

    Related Person Transactions Policy and Process Our management monitors related party transactions for potential conflicts of interest situations on an ongoing basis. Under the Nasdaq Marketplace Rules, we are required to conduct a review of all related party transactions for potential conflict of interest situations on an ongoing basis, and all such transactions must be reviewed and approved by our Audit Committee or another independent body of the Board. Related parties means our directors, officers, 5% stockholders or the immediate family members of any of the foregoing. Our Code of Conduct provides that no director or executive officer may represent the interests of any party other than the Company (including personal interests) in any material transaction in which we and another party are involved. Proposal 2 – Approval of the Second Amended and Restated Commercial Vehicle Group, Inc. 2020 Equity Incentive Plan Conditioned on and subject to obtaining stockholder approval, our Board approved an amendment and restatement of the Commercial Vehicle Group, Inc. 2020 Equity Incentive Plan (the “Second Amended and Restated 2020 Equity Incentive Plan”) to (1) increase the number of authorized shares that can be awarded under the plan to the officers, employees and consultants of the Company or any of its subsidiaries and any non-employee director of the Company by 2,650,000 shares, and (2) eliminate the limitation on the number of shares that may be awarded to an employee in a calendar year. Shareholder approval of the Second Amended and Restated 2020 Equity Incentive Plan also will constitute re-approval of the material terms of the 2020 Equity Incentive Plan for purposes of the approval requirements of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”).

  26. Leadership Transitions

    Leadership Transitions On March 26, 2026, Andy Cheung, Executive Vice President and Chief Financial Officer of the Company, notified the Company of his decision to resign from his position as Chief Financial Officer and from any and all other positions held with the Company and its subsidiaries and affiliates, effective April 15, 2026. In connection with Mr. Cheung’s resignation, the treatment of Mr. Cheung’s equity awards and other compensation and benefits will be governed by the terms of the applicable equity incentive plans, award agreements and any applicable agreements. Therefore, effective April 15, 2026, all unvested equity awards and other unvested benefits held by Mr. Cheung were forfeited and terminated.

  27. 2026 Actions Related to CEO Long-Term Compensation

    2026 Actions Related to CEO Long-Term Compensation On June 10, 2025, the Compensation Committee granted 805,031 shares of restricted stock pursuant to the Company's Amended and Restated 2020 Equity Incentive Plan to Mr. Ray. It came to the attention of the Committee that, in light of the significant fluctuation in the Company's stock price, the original grant to Mr. Ray exceeded the Plan share limitation by 85,031 shares. Effective April 22, 2026, Mr. Ray agreed to surrender and transfer to the Company for no consideration, all right, title and interest in and to 85,031 unvested shares of such restricted stock award so that the original grant will comply with the requirements of the Amended and Restated 2020 Equity Incentive Plan. Due to limitations on the number of shares that can be granted under the Amended and Restated 2020 Equity Incentive Plan, the 2025 LTIP award to Mr. Ray that would be settled in stock (“Mr. Ray’s 2025 Performance Award Settled in Stock”) was cancelled, as of April 23, 2026, with Mr. Ray irrevocably forfeiting all rights, title and interest in Mr. Ray’s 2025 Performance Award Settled in Stock. The Compensation Committee will engage with Meridian to evaluate alternative compensation approaches intended to reasonably compensate Mr. Ray for the cancelled award. The Company expects to reach agreement with Mr. Ray, prior to June 30, 2026, to replace the compensation foregone by Mr. Ray as a result of cancellation of his 2025 Performance Award Settled in Stock. Any replacement compensation arrangement, if agreed upon, will be disclosed in accordance with SEC rules.

  28. Executive Summary

    Executive Summary This Executive Summary provides an overview of the 2025 compensation programs for our NEOs and should be read in conjunction with the complete Compensation Discussion and Analysis (“CD&A”) in this report. For 2025, our NEOs included: •James R. Ray, President and CEO; •Andy Cheung, Executive Vice President and Chief Financial Officer; •Aneezal H. Mohamed, Chief Legal Officer, Compliance Officer and Secretary; 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 2025 Annual Meeting of Stockholders held on May 15, 2025, the compensation of our NEOs was approved, on an advisory basis, by approximately 84.8% 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 2025 in response to the executive compensation advisory vote. At the 2026 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.

  29. 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 skill set, 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.

  30. 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 2025 benchmarking purposes was prepared by Meridian in November 2024 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. Our compensation peer group has mirrored the TSR peer group for our long term incentive plan goals since 2023 and is listed below:

  31. Compensation Structure

    As detailed above, no changes were made to the base salary for our NEOs from 2024 to 2025. Annual Incentive Compensation Annual incentive compensation, payable under the Bonus Plan, is designed to reward NEOs for the achievement of financial targets tied to our annual business plan. Target annual incentive award opportunities are determined as a percentage of each NEO’s salary for the fiscal year and are tied to the achievement of predetermined financial performance targets, with the Committee having the discretion to increase or decrease individual awards based on the performance and contributions of each NEO. On March 5, 2025, the Committee approved 2025 financial performance goals for the Commercial Vehicle Group Bonus Plan (the "Bonus Plan") based on our business plan and strategic objectives. The 2025 target award opportunity under our Bonus Plan, which are unchanged from 2024, for our NEOs was as follows:

  32. Compensation Structure

    The Committee adopted objective financial performance metrics for the Bonus Plan, including Revenue, Operating Income Margin, and Operating Working Capital as a Percent of Sales. Revenue correlates to the emphasis the Company's business plan places on strong customer relationships that maintain current, profitable market share and diversify top-line growth. Operating Income Margin was selected based on the high correlation to Total Stockholder Return. Operating Working Capital as a Percent of Sales was selected to encourage the efficient and profitable use of capital in business operations. Performance metrics were established on a consolidated basis to promote high level collaboration across the enterprise and 100% of the total award opportunity for our NEOs was tied to financial performance. The Committee also approved 2025 threshold, target, and superior performance goals, and corresponding award opportunities for the Bonus Plan. Intermediate payout goals are established above and below target to flatten the payout curve, with performance between any points calculated using straight line interpolation. For each component, achievement of threshold performance is required to receive an award for that metric, but only after meeting or exceeding the operating income hurdle. This hurdle is set at half of the operating income of the annual plan; with the 2025 hurdle being set at $6.5M. The following table summarizes the consolidated performance goals and actual performance for 2025.

  33. Compensation Structure

    | 2025 Bonus Plan Performance | | | | | | Consolidated Metric (Weighting) | Threshold | Target | Superior | Actual | | Operating Income Margin (60%) | $6.5M | $13.1M | $20.2M | $4.8M | | Revenue ($ Millions) (20%) | $675.4M | $711.0M | $746.6M | $649.9M | | Operating Working Capital (20%) | 23.8% | 22.8% | 20.8% | 23.7% | | Calculated Payout for Performance | 50% | 100% | 200% | zero |

  34. Compensation Structure

    Award funding under the Bonus Plan for each metric is independent; however, the payout trigger must be met before any payout under the plan is activated. The 2025 Operating Income trigger was $6.5M, equal to the operating income margin threshold illustrated above. In fiscal 2025, the actual operating income result was $4.8M; which was not sufficient to activate any payment under the annual incentive program; therefore the payout was zero as follows:

  35. Compensation Structure

    Long-Term Incentives The Company's long-term incentive plan ("LTIP") is designed to recognize and reward executive officers for efforts related to the long-term growth and success of the Company. The Amended and Restated 2020 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 long-term incentive plan generally includes equity-based awards in the form of time-based restricted stock, which vests ratably over three years. 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 represented 40% of the total opportunity for plan participants in 2025. On June 10, 2025, the Compensation Committee granted 805,031 shares of restricted stock pursuant to the Company's Amended and Restated 2020 Equity Incentive Plan to Mr. Ray. It came to the attention of the Committee that, in light of the significant fluctuation in the Company's stock price, the original grant to Mr. Ray exceeded the Plan share limitation by 85,031 shares. Effective April 22, 2026, Mr. Ray agreed to surrender and transfer to the Company for no consideration, all right, title and interest in and to 85,031 unvested shares of such restricted stock award so that the original grant will comply with the requirements of the Amended and Restated 2020 Equity Incentive Plan. On March 5, 2025, the Committee approved awards for each NEO. The target for Mr. Ray was set at $3,200,000. The target for Mr. Cheung was set at 150% of base salary. The target for Mr. Mohamed was set at 100% of base salary. The target for Ms. Mathers was set at 90% of base salary. The Committee believes the LTIP design, which puts a significant portion of the award at risk and ties the performance award to stock price outcomes is consistent with our philosophy of placing greater emphasis on long-term and at-risk incentive compensation to encourage a long-term view that supports the creation of stockholder value. The 2025 Long Term Incentive Plan provided for participants to earn cash awards based on the greater of either EBITDA performance or stock price performance. The EBITDA component is measured at the end of each year (the “EBITDA Performance Period”) and weighted as 1/3 of the potential EBITDA payout for the performance period. EBITDA, for any period means Earnings Before Interest, Taxes, Depreciation, and Amortization, a financial metric that measures the Company's operational profitability by excluding non-operating expenses and non-cash items. The stock price component will be measured beginning on the first day of month-19 (July 1, 2026) through the last day of month-36 (December 31, 2027) (the “Stock Price Performance Period”). For the 2025 plan year, the performance goals and performance periods used for calculating the potential payout are set forth below. The 2025 Long Term Incentive Plan for Mr. Ray provided that 50% of his award would be settled in cash and 50% of his award would be settled in stock if the performance measures were met. Due to limitations on the number of shares that can be granted under the Amended and Restated 2020 Equity Incentive Plan, Mr. Ray’s 2025 Performance Award Settled in Stock was cancelled, as of April 23, 2026, with Mr. Ray irrevocably forfeiting all rights, title and interest in Mr. Ray’s 2025 Performance Award Settled in Stock. The Compensation Committee will engage with Meridian to evaluate alternative compensation approaches intended to reasonably compensate Mr. Ray for the cancelled award. The Company expects to reach agreement with Mr. Ray, prior to June 30, 2026, to replace the compensation foregone by Mr. Ray as a result of cancellation of his 2025 Performance Award Settled in Stock. Potential payouts under the 2025 performance awards may range from 0% to 200% of target and payouts are determined based on straight line interpolation between the performance levels shown below. The 2025 LTI award values were granted on March 31, 2025 and will vest on December 31, 2027 and follow a three-year performance period from January 1, 2025 through December 31, 2027. The 2025 LTIP award for Messrs. Ray, Cheung, Mohamed and Ms. Mathers was weighted between time-based restricted stock (40%) and cliff vested restricted cash awards (60%) under the plan design as described above. Ms. Mathers and Messrs. Mohamed and Cheung were eligible for a restricted cash award for the LTI period commencing January 1, 2023 and vesting on December 31, 2025. The vested award was 0% of target, based on relative TSR performance measured against the comparator group in place at the time the 2023 awards were established. The vested award was 200% of target, based on ROIC goal that was a one year measure in 2023. There was no payment for TSR results but there was a payment for ROIC results to Ms. Mathers and Messrs. Mohamed and Cheung and this is reflected in the Summary Compensation Table. Ms. Mathers and Messrs. Ray, Cheung, and Mohamed are entitled to participate in any employee benefit plan the Company has adopted or may adopt for the benefit of its employees generally, including the Commercial Vehicle Group, Inc. Deferred Compensation Plan, subject to satisfying applicable eligibility requirements. Additionally, each of them may receive certain payments and benefits upon termination, which are detailed in the "Post-Termination Payments" section below.

  36. Timing of Equity Grants

    Timing of Equity Grants We did not grant any stock options or stock appreciation rights during 2025. If the Committee elects to grant stock options or SARs in the future, the Committee will endeavor to make such grants effective when the Company is not otherwise in possession of material nonpublic information. The Committee did not time the disclosure of material, nonpublic information for the purpose of affecting the value of stock-based compensation grants in 2025. The Committee typically makes equity award grants to NEOs following the filing of the Company’s annual report on Form 10-K for the previous fiscal year. In 2025, the Committee made such restricted stock grants to the NEOs, other than Mr. Ray, on March 31, 2025. Mr. Ray did not receive an equity award in March 2025 because there were not enough shares available for grant under the 2020 Equity Incentive Plan. The annual grant of restricted stock to Mr. Ray was made in June 2025, following approval by the stockholders of the Amended and Restated 2020 Equity Incentive Plan, which included an increase in the shares available for grant under that Plan. There were no off-cycle grants to NEOs.

  37. Adjustment or Recovery of Awards

    Adjustment or Recovery of Awards Our Board has adopted a Clawback Policy, which complies with the requirements of NYSE Listing Standard 303A.14 implementing Rule 10D-1 of the Exchange Act. In the event the Company is required to prepare an accounting restatement of the Company’s financial statements due to material non-compliance with any financial reporting requirement under the federal securities laws, the Company will recover, on a reasonably prompt basis, the excess compensation (all or a portion of the compensation vested, awarded, or received under any bonus award, short-term incentive award, time-based equity award (including any award of restricted stock, performance shares, phantom stock, deferred stock units or RSUs) or other award during the period subject to restatement) received by any covered executive, including our NEOs and Section 16 officers, during the prior three fiscal years that exceeds the amount that the executive otherwise would have received had the compensation been determined based on the restated financial statements. A copy of the Clawback Policy is posted on our website at www.cvgrp.com.

  38. Post-Termination Payments

    Post-Termination Payments Change-in-Control Agreements 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. 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. 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. Mr. Cheung •With Mr. Cheung resignation from the Company effective April 15, 2026, disclosed elsewhere in this proxy statement, Mr. Cheung forfeited his right to any post-termination payments or severance payments. Mr. Mohamed, 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, Mohamed, 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, 2025, eligible employees, including our 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 2025 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

  39. Stock Ownership Guidelines and Hedging Policies

    | 2025 Summary Compensation Table ("SCT") | | | | | | | | | | 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 ($) | | James R. Ray (1) | 2025 | 879,231 | 3,059,120 | — | — | — | 11,077 | 3,949,428 | | President and Chief Executive Officer and Director | 2024 | 900,000 | 1,070,000 | — | — | — | 13,800 | 1,983,800 | | | 2023 | 10,385 | 1,521,843 | — | — | — | 362,359 | 1,894,587 | | Andy Cheung (1) | 2025 | 468,923 | 208,302 | — | 90,833 | — | 10,367 | 778,425 | | Chief Financial Officer | 2024 | 479,424 | 368,420 | — | — | — | 13,800 | 861,644 | | | 2023 | 450,000 | 388,199 | 506,903 | — | — | 13,200 | 1,358,302 | | Aneezal H. Mohamed (1) | 2025 | 376,116 | 111,383 | — | — | — | 8,885 | 496,384 | | Chief Legal Officer, Compliance Officer and Secretary | 2024 | 381,434 | 190,225 | — | — | — | 13,800 | 585,459 | | | 2023 | 367,904 | 182,734 | 552,887 | — | — | 13,200 | 1,116,725 | | Kristin S. Mathers (1) | 2025 | 371,231 | 98,944 | — | — | — | 5,846 | 476,021 | | Chief Human Resource Officer | 2024 | 379,632 | 174,999 | — | — | — | 13,800 | 568,431 | | | 2023 | 357,143 | 141,912 | 312,703 | — | — | 13,200 | 824,958 |

  40. 2025 Grants of Plan-Based Awards

    2025 Grants of Plan-Based Awards

  41. 2025 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 | N/A(1) | 33,750 | 900,000 | 1,800,000 | — | — | — | — | — | | | 3/31/25(2) | 480,000 | 960,000 | 1,920,000 | — | — | — | — | — | | | 3/31/25(4) | — | | — | 480,000 | 960,000 | 1,920,000 | — | — | | | 6/10/25(5) | — | — | — | — | — | — | 805,031 | 1,223,647 | | Andy Cheung | N/A(1) | 18,000 | 480,000 | 960,000 | — | — | — | — | — | | | 3/31/25(2) | 216,000 | 432,000 | 864,000 | — | — | — | — | — | | | 3/31/25(3) | — | — | — | — | — | — | 181,132 | 208,302 | | Aneezal H. Mohamed | N/A(1) | 14,438 | 385,000 | 770,000 | — | — | — | — | — | | | 3/31/25(2) | 115,500 | 231,000 | 462,000 | — | — | — | — | — | | | 3/31/25(3) | — | — | — | — | — | — | 96,855 | 111,383 | | Kristin S. Mathers | N/A(1) | 14,250 | 380,000 | 760,000 | — | — | — | — | — | | | 3/31/25(2) | 102,600 | 205,200 | 410,400 | — | — | — | — | — | | | 3/31/25(3) | — | — | — | — | — | — | 86,038 | 98,944 |

  42. 2025 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 2025 metrics for the Commercial Vehicle Group Bonus Plan. These amounts represent potential payouts under the Bonus Plan in 2025. As indicated in the “Summary Compensation Table” under the column titled “Incentive Plan Compensation", and disclosed in more detail in the Compensation Discussion and Analysis section, the Committee exercised negative discretion and no bonus was paid to our NEOs for the year 2025. (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, 2025 under the 2020 Equity Incentive Plan. Messrs. Ray, Cheung, Mohamed and Ms. Mathers' awards will be earned and payable, if the performance metrics are met, following the end of the three-year performance period that concludes on December 31, 2027. (3)Represents the restricted stock awarded on March 31, 2025 under the 2020 Equity Incentive Plan. Mr. Mohamed's awarded shares fully vested in 2025 due to the rule relating to vesting upon attaining retirement age. (4)Represents performance shares awarded to Mr. Ray on June 10, 2025. Awarded shares were issued in the form of performance shares tied to EBITDA performance or stock price performance. The performance shares would be earned and payable in CVGI stock, if the performance metrics were met, following the end of the three-year performance period that concludes on December 31, 2027. It came to the attention of the Committee that, in light of the significant fluctuation in the Company's stock price at the time of grant, the grant to Mr. Ray exceeded the Plan share limitations. On April 23, 2026, Mr. Ray’s 2025 Performance Award Settled in Stock was cancelled with Mr. Ray irrevocably forfeiting all rights, title and interest in Mr. Ray’s 2025 Performance Award Settled in Stock. The Compensation Committee will engage with Meridian to evaluate alternative compensation approaches intended to reasonably compensate Mr. Ray for the cancelled award. The Company expects to reach agreement with Mr. Ray, prior to June 30, 2026, to replace the compensation foregone by Mr. Ray as a result of cancellation of his 2025 Performance Award Settled in Stock. (5)Represents the restricted stock awarded on June 10, 2025 under the 2020 Equity Incentive Plan. With respect to Mr. Ray, on June 10, 2025, the Compensation Committee granted 805,031 shares of restricted stock pursuant to the Company's Amended and Restated 2020 Equity Incentive Plan to Mr. Ray. It came to the attention of the Committee that, in light of the significant fluctuation in the Company's stock price, the original grant to Mr. Ray exceeded the Plan share limitation by 85,031 shares. On April 22, 2026, Mr. Ray surrendered and transferred to the Company for no consideration, all right, title and interest in and to 85,031 unvested shares of such restricted stock so that the original grant will comply with the requirements of the Plan. The following table shows the number of shares covered by unvested restricted stock held by the NEOs on December 31, 2025, calculated using the closing stock price of $1.44 on December 31, 2025:

  43. Outstanding Equity Awards at Fiscal 2025 Year-End

    Outstanding Equity Awards at Fiscal 2025 Year-End

  44. Outstanding Equity Awards at Fiscal 2025 Year-End

    | Name | Note | Number of Shares or Units of Stock That Have Not Vested (#)(1) | 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 | | 877,397 | 1,263,452 | — | — | | | (2) | — | — | 743,834 | 1,071,121 | | Andy Cheung | (3) | 200,231 | 288,333 | — | — | | Aneezal H. Mohamed | (4) | — | — | — | — | | Kristin S. Mathers | (5) | 95,110 | 136,958 | — | — |

  45. Outstanding Equity Awards at Fiscal 2025 Year-End

    (1) Represents one-third of unvested stock issued in December 2023 which will vest on December 31, 2026. Also includes 805,031 shares of unvested stock issued in June 2025 which vest ratably on March 31, 2026, 2027 and 2028. It came to the attention of the Compensation Committee that, in light of the significant fluctuation in the Company’s stock price, the original grant to Mr. Ray in June 2025 exceeded the Plan share limitation by 85,031 shares. On April 22, 2026, Mr. Ray surrendered and transferred to the Company for no consideration, all right, title and interest in and to 85,031 unvested shares of such restricted stock so that the original grant will comply with the requirements of the Plan. (2) Represents performance shares granted on June 10, 2025 and March 28, 2024, respectively, at the target amount of 603,774 and 140,060 shares, respectively, that may range from 0% to 200% based on performance, which become earned and payable in CVGI stock, if the performance metrics are met, following the end of the three-year performance period that concludes on December 31, 2027 and December 31, 2026, respectively. On April 23, 2026, Mr. Ray’s 2025 Performance Award Settled in Stock was cancelled with Mr. Ray irrevocably forfeiting all rights, title and interest in Mr. Ray’s 2025 Performance Award Settled in Stock. The Compensation Committee will engage with Meridian to evaluate alternative compensation approaches intended to reasonably compensate Mr. Ray for the cancelled award. The Company expects to reach agreement with Mr. Ray, prior to June 30, 2026, to replace the compensation foregone by Mr. Ray as a result of cancellation of his 2025 Performance Award Settled in Stock. (3) Includes 19,099 shares of restricted stock issued in March 2024 that will vest on December 31, 2026. Includes 181,132 shares of restricted stock issued in March 2025 that vest in three equal installments on March 31, 2026, 2027 and 2028. The Company announced that Mr. Cheung resigned from the Company effective April 15, 2026; as such, effective April 15, 2026, all unvested shares held by Mr. Cheung were forfeited. (4) Mr. Mohamed's unvested shares fully vested in September 2025 due to the rule relating to vesting upon attaining retirement age. (5) For Ms. Mathers, 27,216 unvested shares were issued March 2024 which vested ratably on December 31, 2024 and 2025 and the remainder will vest on December 31, 2026. In March 2025, Ms. Mathers received 86,038 unvested shares which will vest ratably on March 31, 2026, 2027, and 2028. The following table shows the number of shares of common stock acquired by the NEOs upon the vesting of restricted stock during 2025:

  46. Outstanding Equity Awards at Fiscal 2025 Year-End

    | 2025 Option Exercise and Stock Vested Table (1) | | | | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) (2) | | James R. Ray | 72,365 | 104,206 | | Andy Cheung | 48,073 | 69,225 | | Aneezal H. Mohamed | 96,855 | 164,654 | | Kristin S. Mathers | 15,552 | 22,395 |

  47. Outstanding Equity Awards at Fiscal 2025 Year-End

    (1)CVG stock options have not been awarded. (2)Calculated using the closing price of CVGI shares as of the vesting date. In the case of Mr. Mohamed, the closing price of CVGI shares on September 30, 2025 was $1.70. In the case of Messrs. Ray, Cheung, and Ms. Mathers, the closing price of CVGI shares on December 31, 2025 was $1.44. The 2025 Deferred Compensation Table has been omitted because the NEOs did not contribute to or participate in the Company's Deferred Compensation Plan in 2025. 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, 2025 and are estimates of the amounts which would be paid out to the NEOs upon their termination. The actual amounts to be paid to each NEO can only be determined at the time of such person’s separation.

  48. Potential Payments Upon Termination or Change in Control Table

    Potential Payments Upon Termination or Change in Control Table

  49. Potential Payments Upon Termination or Change in Control Table

    | 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) | — | 1,263,452 | 1,263,452 | 1,263,452 | — | 1,263,452 | | Stock Performance Award (4) | | — | 2,142,242 | 2,142,242 | 2,142,242 | 2,142,242 | | Cash Performance Award (5) | — | — | 608,465 | 608,465 | 608,465 | 608,465 | | Benefit Continuation (6) | — | — | — | 27,000 | — | 27,000 | | Legal Counsel Representation (7) | — | — | — | — | — | 150,000 | | Totals | — | 2,163,452 | 4,014,159 | 5,841,159 | 2,750,707 | 6,891,159 | | Andy Cheung | | | | | | | | Severance Payment (1) | — | 312,000 | — | 792,000 | — | 679,245 | | Restricted Stock (3) | — | 288,333 | 288,333 | — | — | 288,333 | | Cash Performance Award (5) | — | — | 319,755 | — | 319,755 | 319,755 | | Benefit Continuation (6) | — | — | — | — | — | 36,000 | | Legal Counsel Representation (7) | — | — | — | — | — | 50,000 | | Totals | — | 600,333 | 608,088 | 792,000 | 319,755 | 1,373,333 | | Aneezal H. Mohamed | | | | | | | | Severance Payment (1) | — | 288,750 | — | 673,750 | — | 569,296 | | Restricted Stock (3) | — | — | — | — | — | — | | Cash Performance Award (5) | — | — | 168,040 | — | 168,040 | 168,040 | | Benefit Continuation (6) | — | — | — | — | — | 36,000 | | Legal Counsel Representation (7) | — | — | — | — | — | 50,000 | | Totals | — | 288,750 | 168,040 | 673,750 | 168,040 | 823,336 | | Kristin S. Mathers | | | | | | | | Severance Payment (1) | — | 228,000 | — | 608,000 | — | 484,234 | | Salary Termination Benefit | — | — | — | — | — | — | | Restricted Stock (3) | — | 136,958 | 136,958 | — | — | 136,958 | | Cash Performance Award (5) | — | — | 146,855 | — | 146,855 | 146,855 | | Benefit Continuation (6) | — | — | — | — | — | 36,000 | | Legal Counsel Representation (7) | — | — | — | — | — | 50,000 | | Totals | — | 364,958 | 283,813 | 608,000 | 146,855 | 854,047 |

  50. Potential Payments Upon Termination or Change in Control Table

    (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 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 or her 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 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 or her 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, 2025 that will immediately vest in the trigger event, calculated by multiplying the number of unvested shares of restricted stock as of December 31, 2025 by the closing market price of our common stock on December 31, 2025, which was $1.44. See the "Outstanding Equity Awards at Fiscal 2025 Year-End Table." Effective April 22, 2026, Mr. Ray agreed to surrender and transfer to the Company for no consideration, all right, title and interest in and to 85,031 unvested shares of such restricted stock award so that the original grant will comply with the requirements of the Amended and Restated 2020 Equity Incentive Plan. (4)For Mr. Ray, the amount represents the amount that would be earned and paid based on EBITDA performance or stock price performance for January 1, 2025 to December 31, 2027. On April 23, 2026, Mr. Ray’s 2025 Performance Award Settled in Stock was cancelled with Mr. Ray irrevocably forfeiting all rights, title and interest in Mr. Ray’s 2025 Performance Award Settled in Stock. The Compensation Committee will engage with Meridian to evaluate alternative compensation approaches intended to reasonably compensate Mr. Ray for the cancelled award. The Company expects to reach agreement with Mr. Ray, prior to June 30, 2026, to replace the compensation foregone by Mr. Ray as a result of cancellation of his 2025 Performance Award Settled in Stock. For Mr. Ray, the amount also represents the amount that would be earned and paid based on Total Shareholder Return relative to the Total Shareholder Return of companies in the Total Shareholder Return Group, for January 1, 2024 to December 31, 2026. (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.

  51. Potential Payments Upon Termination or Change in Control Table

    For Messrs. Ray, Cheung, Mohamed and Ms. Mathers the amount represents the amount that would be earned and paid based on EBITDA performance or stock price performance for January 1, 2025 to December 31, 2027. For Messrs. Ray, Cheung, Mohamed and Ms. Mathers the amount represents the amount that would be earned and paid based on Total Shareholder Return relative to the Total Shareholder Return of companies in the Total Shareholder Return Group, for January 1, 2024 to December 31, 2026. (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 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. The Company is obligated to pay the following pursuant to the NEOs’ Change-in-Control Agreement: 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 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 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 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.

  52. 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 2025, our last completed fiscal year: •the median compensation of our employees (other than our President and CEO), was $23,896; and •the annual total compensation of the President and CEO as reported in the Summary Compensation Table was $3,949,428. Based on this information, for 2025, the ratio of the annual total cash compensation of our President and CEO, to the annual compensation of our median employee was 165:1. 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, 2025. 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, 2025. As of December 31, 2025 our employee population consisted of approximately 6,100 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 118:1.

  53. 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.

  54. Pay Versus Performance ("PvP") Table

    Pay Versus Performance ("PvP") Table

  55. Pay Versus Performance ("PvP") Table

    | Year | 2025 | 2024 | 2023 | 2022 | 2021 | | Summary Compensation Table Total for CEO1 (a) | 3,949,428 | 1,983,800 | 1,894,587 | — | — | | Compensation Actually Paid to CEO1 (b) (1)(2) | 3,734,505 | 981,427 | 3,512,579 | — | — | | Summary Compensation Table Total for CEO2 (a) | — | — | 1,505,027 | — | — | | Compensation Actually Paid to CEO2 (b) (1)(2) | — | — | 2,233,003 | — | — | | Summary Compensation Table Total for CEO3 (a) | — | — | 1,993,663 | 2,731,884 | 4,229,714 | | Compensation Actually Paid to CEO3 (b) (1)(2) | — | — | 2,869,782 | 3,176,782 | 5,910,435 | | Average Summary Compensation Table Total for Other NEOs (c) | 583,610 | 651,430 | 1,096,559 | 867,997 | 819,180 | | Average Compensation Actually Paid to Other NEOs (d)(1)(2) | 697,087 | 614,304 | 1,314,495 | 970,114 | 935,837 | | Value of Initial Fixed $100 Investment Based On: Total Shareholder Return (e) (3) | 16.69 | 39.12 | 110.26 | 107.10 | 126.82 | | Value of Initial Fixed $100 Investment Based On: Peer Group Total Shareholder Return (f) (3) | 175.73 | 177.98 | 158.75 | 126.63 | 131.78 | | Net Income (Loss) (g) (4) | (20,477,000) | (35,734,000) | 49,411,000 | (21,971,000) | 23,732,000 | | Adjusted Operating Income (h) (5) | 4,820,000 | 6,482,000 | 51,116,000 | 36,600,000 | 53,162,000 |

  56. Pay Versus Performance ("PvP") Table

    (1) James R. Ray served as our President and Chief Executive Officer (CEO1) since 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, and for the full years in 2022 and 2021. Our non-CEO named executive officers (NEOs) included (a) for 2025, 2024, and 2023, Andy Cheung, Aneezal H. Mohamed, and Kristin S. Mathers; (b) Richard Tajer from January 2023-October 2024; (c) for 2022, Christopher H. Bohnert, Aneezal H. Mohamed, Richard Tajer, and Kristin S. Mathers (d) for 2021, Christopher H. Bohnert, Aneezal H. Mohamed, Richard Tajer, Kristin S. Mathers, and Douglas F. Bowen. (2) For each year, the values included in these columns for the compensation actually paid to our CEO1, CEO2, and CEO3 and the average compensation actually paid to our non-CEO NEOs reflect the following adjustments to the values included in rows (b) and (d), respectively. (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 included in rows (e) and (f), respectively. 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, 2025, see "Compensation Structure" for peer groups detail. (4) Net Income (Loss) is rounded to the nearest thousand and included in row (g). Net Loss for the year ended December 31, 2025 included retrospective changes for discontinued operations reported in our 2025 Form 10-K filed on March 10, 2026. (5) Adjusted Operating Income is calculated as described in Appendix B and included in row (h). Adjusted Operating Income for the year ended December 31, 2025 included retrospective changes for discontinued operations reported in our Q4 2025 earnings release filed on Form 8-K on March 10, 2026.

  57. Pay Versus Performance ("PvP") Table

    | | 2025 | 2024 | 2023 | | | 2022 | 2021 | | CEO | CEO 1 | CEO 1 | CEO 1 | CEO 2 | CEO 3 | CEO 3 | CEO 3 | | Summary compensation table (SCT) total for CEO (reference (a) in PvP table) | $3,949,428 | $1,983,800 | $1,894,587 | $1,505,027 | $1,993,663 | $2,731,884 | $4,229,714 | | + year-end fair value of equity awards granted in the covered year that were outstanding and unvested as of the covered year-end | (64,402) | — | 1,617,992 | — | — | — | 344,098 | | -/+ 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 | (75,261) | (655,631) | — | — | — | 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 | | -/+ year-over-year change in fair value of equity awards granted in prior years that vested in the covered year | (75,260) | (346,742) | — | — | 75,229 | (37,541) | 157,569 | | -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 (reference (b) in PvP table) | $3,734,505 | $981,427 | $3,512,579 | $2,233,003 | $2,869,782 | $3,176,782 | $5,910,435 |

  58. Pay Versus Performance ("PvP") Table

    | Average SCT total for other NEOs | 2025 | 2024 | 2023 | 2022 | 2021 | | Summary compensation table (SCT) total for other NEOs (reference (c) in PvP table) | $583,610 | $651,430 | $1,096,559 | $867,997 | $819,180 | | + year-end fair value of equity awards granted in the covered year that were outstanding and unvested as of the covered year-end | 96,181 | 34,932 | 115,523 | 102,762 | 99,665 | | -/+ 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 | (7,324) | (40,152) | 2,084 | (6,249) | (7,591) | | +vesting date fair value of equity awards granted and vested in the covered year | 41,163 | 49,445 | 98,565 | 38,679 | 76,405 | | -/+ year-over-year change in fair value of equity awards granted in prior years that vested in the covered year | (16,543) | (66,011) | 1,764 | (22,795) | (22,988) | | -fair value as of prior-year end of equity awards granted in prior years that failed to vest in the covered year | — | (15,340) | — | (10,280) | (28,834) | | +excess fair value for equity award modifications | — | — | — | — | — | | Compensation Actually Paid to other NEOs (reference (d) in PvP table) | $697,087 | $614,304 | $1,314,495 | $970,114 | $935,837 |

  59. 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 2025, 2024, 2023, 2022, and 2021, 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.