What changed in this filing

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Item 9A. Controls and Procedures

2022-03-02 compared with 2021-03-09 · 94 added, 64 removed, 324 unchanged (33% of the section changed)

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KPMG LLP’s report appears following Item 9A and expresses an unqualified opinion on the effectiveness of our internal control over financial reporting .

Remediation of Previously Reported Material Weakness

As disclosed in Part II, Item 9A Controls and Procedures in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, during the fourth quarter of fiscal 2019, we identified material weaknesses in internal control over financial reporting related to ineffective risk management process that resulted in ineffectively designed controls over balance sheet account reconciliations and review of manual journal entries.

During 2020, management implemented our previously disclosed remediation plan including:

• Enhancing the design of the balance sheet account reconciliation process to better enable the proper and timely review of balance sheet account reconciliations, including the supporting documentation thereto;

• Enhancing the design of the manual journal entry process to better enable the proper and timely review of manual journal entries, including the supporting documentation thereto;

• Enhancing the Company’s risk assessment process to reduce the risk of financial misstatements.

During the fourth quarter of 2020, we completed our testing of the operating effectiveness of the implemented controls and found them to be effective.

As a result, we have concluded the material weaknesses have been remediated as of December 31, 2020.

Changes in Internal Control over Financial Reporting

Except for the remediation of the material weaknesses and changes described above, there were no changes during the quarter ended December 31, 2020 in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There were no changes during the quarter ended December 31, 2021 in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2020, and the related notes to consolidated financial statements (collectively, the consolidated financial statements), and our report dated March 9, 2021 expressed an unqualified opinion on those consolidated financial statements.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2021 and 2020, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2021, and the related notes to the consolidated financial statements (collectively, the consolidated financial statements), and our report dated March 1, 2022 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

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Other Information

In connection with the Company's efforts to reduce cost in the face of uncertainty during the COVID-19 pandemic, the original 2020 annual incentive plan was set aside and the corresponding accrual was taken to zero in the second quarter of 2020.

As the Company's end markets recovered and management successfully executed a recovery plan in the second-half of 2020, the Compensation Committee of the Board of Directors (the “Committee”) established a discretionary dollar amount for distribution to active bonus eligible employees based on actual second-half financial outcomes and success in the execution of the Company's long term growth and diversification strategy.

Effective March 8, 2021, the Committee exercised discretion and approved cash bonuses to the Company’s named executive officers as follows:

Bevis, President and Chief Executive Officer $ 500,000 1

Christopher H.

Bohnert, Chief Financial Officer $ 54,167

Bowen, SVP & Managing Director $ 188,760

Pursuant to the Employment Agreement between the Company and Mr.

Bevis was entitled to a guaranteed minimum bonus of $375,000, and the Committee elected to increase that bonus award to $500,000.

On March 8, 2021, the Company entered into a Change in Control & Non-Competition Agreement with Christopher H.

Bohnert, the Company’s Chief Financial Officer (the “Bohnert CIC Agreement”).

The Bohnert CIC Agreement provides for certain payouts to Mr.

Bohnert and vesting of certain awards in the event Mr.

Bohnert’s employment is terminated on account of his death, disability, retirement, without cause or for good reason.

The foregoing description of the terms of the Bohnert CIC Agreement does not purport to be complete, and is qualified in its entirety by reference to the full text of the Bohnert CIC Agreement, a copy of which is attached as Exhibit 10.28 to this Annual Report on Form 10-K and incorporated herein by reference.

On March 8, 2021, the Company entered into a Change in Control & Non-Competition Agreement with Angela O’Leary, the Company’s Chief Accounting Officer (the “O’Leary CIC Agreement”).

The O’Leary CIC Agreement provides for certain payouts to Ms.

O’Leary and vesting of certain awards in the event Ms.

O’Leary employment is terminated on account of her death, disability, retirement, without cause or for good reason.

The foregoing description of the terms of the O’Leary CIC Agreement does not purport to be complete, and is qualified in its entirety by reference to the full text of the O’Leary CIC Agreement, a copy of which is attached as Exhibit 10.29 to this Annual Report on Form 10-K and incorporated herein by reference.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

Directors, Executive Officers and Corporate Governance

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Rancourt 59 Director

Stipp 61 Director

Michael Nauman 59 Director

Ruth Gratzke 50 Director

The following biographies describe the business experience of our directors:

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Bevis served as President, Chief Executive Officer and Director of Xerium Technologies, Inc.

(NYSE:XRM) from August 2012 to April 2017, and served as Chairman and CEO of Boxlight Corporation from January 2020 to March 2020 and served as a Director of Boxlight Corporation from March 2018 to March 2020.

(NYSE:XRM) from August 2012 to April 2017, and served as Chairman and CEO of Boxlight Corporation (NASDAQ:

BOXL) from January 2020 to March 2020 and served as a Director of Boxlight Corporation from March 2018 to March 2020.

Qualifications :

Bevis has broad operational, management and governance experience.

He has over 25 years of experience in senior and executive management positions with multi-national corporations including responsibility for determining and executing successful strategies.

Bevis has broad strategic, operational, management and governance experience.

He has over 25 years of experience in senior and executive management positions with multi-national corporations including responsibility for determining and executing successful business growth and profit improvement.

Bevis has also served on eight Boards of Directors and on Audit, Compensation and Governance Committees of Boards.

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Fix has served as a Director of Flowserve Corporation since 2006 where he was Chairman of the Corporate Nominating and Governance Committee and a member of the Compensation, Finance and Audit Committees.

Fix currently serves as the Non-Executive Chairman of the Board of Flowserve Corporation.

Fix also served as the Non-Executive

Chairman of the Board of Flowserve Corporation from 2017-2021.

Fix currently serves as a Director of Thermon Holdings, where he serves as a member of the Compensation, Finance and Corporate Governance Committees.

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Fix has broad operational, management and governance experience.

He has over 35 years of experience in senior and executive management positions with multi-national corporations which included responsibility for determining and executing successful strategies.

He has over 35 years of experience in senior and executive management positions with multi-national corporations that served a broad mix of end user markets which included responsibility for determining and executing successful business strategies.

Fix has significant international business experience and M&A experience.

Fix has also served on several public company Boards and on Audit, Compensation, Finance and Governance Committees of Boards.

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Rancourt has served as a Director since July 2016.

Rancourt has served as Executive Vice President, Chief Financial Officer & Treasurer of Boise Cascade Company since August 2009, a $5.5 billion in revenues North American based manufacturing and distribution company.

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.

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.

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Rancourt received a Bachelor of Science degree in Accounting from Central Washington University.

has served as Director since March 2020.

Ray has served as Director since March 2020.

In November 2020, Mr.

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Ray spent more than 25 years in global P&L and engineering leadership roles at TE Connectivity, Delphi and GM.

Ray has served on the Board of RR Donnelley and Sons since February 2021.

Ray joined the Board of Spirit Aerosystems in February of 2022, has served on the Board of RR Donnelley and Sons since February 2021 and Leslie's Inc.

since August 2021.

Qualifications :

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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.

Stipp has served as a Director since February 2019.

Stipp has over 36 years of financial and accounting experience including as chief financial officer of both public and private companies.

In May 2018, Ms.

Stipp retired as Senior Vice President, Chief Financial Officer and Treasurer for Rogers Corporation, a global leader in engineered materials solutions.

Prior to joining Rogers Corporation in November 2015, Ms.

Stipp was Executive Vice President, Chief Financial Officer and Treasurer for Tecumseh Products Company.

She has also previously served as the Chief Financial Officer for Revstone Industries LLC;

Acument Global Technologies, Inc., a Platinum Equity portfolio company;

and GDX Automotive, a Cerberus Equity portfolio company.

Stipp currently serves as a Director of ArcBest Corporation, SAPPI, and is on the Michigan State University Foundation Board.

Michael Nauman has served as a Director since July 2021.

Nauman has served on Brady Corporation's Board of Directors and as the President and CEO of Brady Corporation since 2014.

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 become 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 Anderson and Controller and then President of Ohio Associated Enterprises, Inc.

Qualifications :

Stipp brings strong financial expertise to the Board through her experience in various finance and accounting roles at both public and private companies.

She has over 36 years of experience in senior and executive management positions in finance and accounting fields that included responsibility for determining and executing successful strategies.

Stipp earned a Master of Business Administration degree from Wayne State University and a Bachelor of Arts degree in Accounting from Michigan State University.

Stipp also received her Certified Public Accountant certification and Chartered Global Management Accountant certification.

Nauman brings more than 35 years of experience in commercial and operational leadership, strategy development, restructuring and mergers and acquisitions.

He is a board member of the Little Rock Museum of Discovery, the Quapaw Area Council of the Boy Scouts of America, and the Anthony School Board of Trustees.

He holds a bachelor of science degree in management from Case Western Reserve University.

Nauman is a certified public accountant and chartered global management accountant.

Ruth Gratzk e has served as a Director since July 2021.

Gratzke has served as President & CEO, Siemens Industry, Inc.

and as President of Siemens Smart Infrastructure, United States, Siemens AG, since 2020, after rejoining the company in 2019.

From 2017 to 2019, Ms.

Gratzke was Divisional Vice President, Power Systems at Hubbell Incorporated, and from 2014 to 2017, Ms.

Gratzke was General Manager and Global Product Line Lead, Industrial Breakers, Power Components at General Electric Company.

Prior to joining GE, MS.

Gratzke held a number of general management positions at Siemens AG over a period of 19 years.

Qualifications :

Gratzke brings more than 25 years of commercial experienced and expertise on a multitude of topics including business development, industrial manufacturing operations, strategic planning, project management and international business operations.

Gratzke earned her master of science degree in Electric Engineering from University of Erlangen-Nuremberg (Germany).

Executive Officers

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Bohnert 55 Chief Financial Officer

Bowen 64 Senior Vice President and Managing Director of Global Seating

Richard Tajer 56 Senior Vice President and Chief Commercial Officer

Mohamed 58 General Counsel, Compliance Officer and Secretary

Kristin Mathers 47 Chief Human Resources Officer

Bevis has served as President and Chief Executive Officer since March 2020 and as a Director since June 2014.

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Bohnert is also a Certified Public Accountant (Inactive status).

Bowen has served as Senior Vice President and Managing Director of Global Seating since November 2018 and previously served as Senior Vice President & Managing Director of Global Construction, Agriculture & Military markets.

He joined the Company in June 2017.

Richard Tajer has served as Senior Vice President and Managing Director of Global Wire Harness Group since January 2019 and Chieft Commercial Officer since November 2021.

Prior to joining CVG, Mr.

Bowen served as President of the North America and Asia Pacific markets for Dayco Products, LLC for more than 35 years.

Bowen is a graduate of the Citadel, The Military College of South Carolina and holds a Bachelor of Science in Business Administration.

Tajer spent 20 years with Yazaki North America, where he served most recently as Executive Vice President of Electronics, Instrumentation and Components with P&L responsibility for nine manufacturing facilities and $1 billion in sales.

Prior to Yazaki, Mr.

Tajer obtained relevant commercial and engineering experience from Alcoa Fujikura and United Technologies.

Tajer is a graduate of the University of Michigan with a Bachelor of Science in Electrical and Computer Engineering.

He also holds a Master of Business Administration from Wayne State University.

He is an active member of SAE International, the International Institute of Connector and Interconnector Technology, and the MENTTIUM corporate mentoring program.

Mohamed has served as General Counsel, Compliance Officer and Secretary since February 2016 and prior to that, held positions of increasing responsibility since joining the company in November 2013.

Mohamed was counsel with Kegler Brown Hill & Ritter and served in several capacities at Cardinal Health, including Senior Counsel, Vice President & Associate General Counsel and Assistant General Counsel.

Prior to that, Mr.

Mohamed was in-house counsel to CMS Energy Corporation.

Mohamed graduated from Cooley Law School at Western Michigan University with a Juris Doctorate in 1997.

He has his Bachelor’s in Political Science and Economics from Towson State University, and he is licensed to practice law in Ohio and Michigan.

He was formerly Chairman of the Board of Directors and is a current Board member of the Columbus Council on World Affairs and is a member of the Board of Directors of the Ohio Chamber of Commerce.

Kristin Mathers has served as Chief Human Resources Officer since September 2021.

Mathers comes to CVG from Baker Hughes in Houston, Texas where she served most recently as Vice President of Talent Management with responsibility for all aspects of global talent acquisition, recruitment, succession & retention, leadership programs, and training & development.

Mathers has been with Baker Hughes and its legacy parent, GE, since 2000 and has broad experience including HR leadership assignments in GE’s transportation business, appliance business, lighting business and corporate headquarters.

She has held progressively responsible roles within Baker Hughes as Head of North American Human Resources and Vice President of HR Transformation.

Mathers holds a Bachelor of Science in Mathematics with a specialization in Actuary Science from Slippery Rock University in Pennsylvania and an MBA from the University of Phoenix.

There are no family relationships between any of our directors or executive officers.

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Principal Accountant Fees and Services

The information required by Item 14 is incorporated herein by reference to the section labeled “Proposal No.

3 - Ratification of Appointment of the Independent Registered Public Accounting Firm,” which appears in CVG’s 2021 Proxy Statement.

Our independent registered public accounting firm is KPMG LLP, Columbus, OH, Auditor Firm ID:

The information required by Item 14 is incorporated herein by reference to the section labeled “Independent Auditor Fees” which appears in CVG’s 2022 Proxy Statement.

LIST OF EXHIBITS

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001-34365,) filed on June 25, 2020).

Amendment to the Amended and Restated By-Laws of the Company, Article VII, Exclusive Forum (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K (File No.

001-34365,) filed on June 1, 2021).

Registration Rights Agreement, dated July 6, 2005, among the Company, the subsidiary guarantors party thereto and the purchasers named therein (incorporated herein by reference to the Company’s current report on Form 8-K (File No.

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001-34365), filed on March 16, 2020.

Rights Agreement between the Company and Computershare Trust Company, N.A., as Rights Agent, dated as of June 25, 2020 (incorporated by reference to Exhibit 4.1 to the Company’s current report on Form 8-K (File No.

001-34365), filed on June 25, 2020).

Amendment to Rights Agreement, dated as of April 15, 2021, by and between Commercial Vehicle Group, Inc.

and Computershare Trust Company, N.A.

(incorporated by reference to Exhibit 4.1 to the Company’s current report on Form 8-K (File No.

001-34365), filed on April 19, 2021).

Commercial Vehicle Group, Inc.

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001-34365), filed on November 17, 2020)

Change in Control & Non-Competition Agreement dated March 8, 2021 with Christopher Bohnert.

Change in Control & Non-Competition Agreement dated March 8, 2021 with Angela O’Leary.

Change in Control & Non-Competition Agreement dated March 8, 2021 with Christopher Bohnert (incorporated by reference to Exhibit 10.28 to the Company’s annual report on Form 10-K (File No.

001-34365), filed on March 9, 2021).

Change in Control & Non-Competition Agreement dated March 8, 2021 with Angela O’Leary (incorporated by reference to Exhibit 10.29 to the Company’s annual report on Form 10-K (File No.

001-34365), filed on March 9, 2021).

Amendment No.

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001-34365), filed on August 10, 2020

Amendment No.

3 to the Third Amended and Restated Loan and Security Agreement originally dated as of April 12, 2017, among Commercial Vehicle Group, Inc.

and certain of its subsidiaries and Bank of America, N.A., as agent, and certain financial institutions as lenders dated as of March 1, 2021 (incorporated by reference to Exhibit 10.1 to the Company’s quarterly report on Form 10-Q (File No.

001-34365), filed on May 5, 2021).

Term Loan Agreement, dated as of April 30, 2021, between, among others, the Company, Bank of America, N.A.

as administrative agent and other lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K (File No.

001-34365), filed on May 4, 2021).

Change in Control & Non-Competition Agreement dated October 27, 2014 with Aneezal Mohamed.

Change in Control & Non-Competition Agreement dated January 1, 2020 with Richard Tajer.

Offer letter, dated July 22, 2021, to Kristin Mathers.

Change in Control & Non-Competition Agreement dated December 31, 2021 with Kristin Mathers.

Subsidiaries of Commercial Vehicle Group, Inc.

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All other items included in an Annual Report on Form 10-K are omitted because they are not applicable or the answers thereto are none.

Form 10-K Summary

Not applicable.

Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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Rancourt Director

/s/ Janice E.

Stipp Director

Michael Nauman Director

Michael Nauman

/s/ Ruth Gratzke Director

/s/ Christopher H.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures