What changed in this filing

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Item 9A. Controls and Procedures

2023-03-06 compared with 2022-03-02 · 55 added, 72 removed, 346 unchanged (27% of the section changed)

79 unchanged sentences

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.

3 unchanged sentences

He served as Non-Executive Chairman from 2014 to 2016, and President and Chief Executive Officer of Standex from 2003 to 2014.

He was Standex’s President and Chief Operating Officer from 2001 to 2003.

He was Standex’s

President and Chief Operating Officer from 2001 to 2003.

Prior to joining Standex, Mr.

Fix held a number of general management positions at Emerson Electric, the TI Group, plc and TRW over a period of more than 20 years.

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 also served as the Non-Executive

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

Fix served as a Director of Flowserve Corporation from 2006 until 2022 where he was Chairman of the Corporate Nominating and Governance Committee and a member of the Compensation, Finance and Audit Committees.

Fix also served as the Non-Executive Chairman of the Board of Flowserve Corporation from 2017-2021.

Fix retired from the Flowserve board after serving for 16 years.

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

Qualifications

Qualifications:

Fix has broad operational, management and governance experience.

18 unchanged sentences

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

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.

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

Ray served on the Board of RR Donnelley and Sons from February 2021 to February 2022.

Qualifications

1 unchanged sentence

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.

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 :

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.

Ruth Gratzke has served as a Director since July 2021.

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

8 unchanged sentences

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

Michael Nauman had served on Brady Corporation’s Board of Directors and as the President and CEO of Brady Corporation since 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

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.

Executive Officers

2 unchanged sentences

Bevis 63 President, Chief Executive Officer and Director

Christopher H.

Bohnert 55 Chief Financial Officer

Andy Cheung 48 Executive Vice President and Chief Financial Officer

Richard Tajer 57 Senior Vice President and Chief Commercial Officer

Mohamed 58 General Counsel, Compliance Officer and Secretary

Mohamed 59 Chief Legal Officer, Compliance Officer and Secretary

Kristin Mathers 48 Chief Human Resources Officer

5 unchanged sentences

(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.

Christopher H.

Bohnert has served as Chief Financial Officer since October 2020.

Bohnert, has more than 30 years of global financial leadership experience across a wide range of industries.

Bohnert was previously with Calumet Specialty Products Partners, L.P.

where he served as Chief Accounting Officer and subsequently Chief Financial Officer for Finished Lubricants & Chemicals, from 2017 to October 2020.

Prior to that, Mr.

Bohnert served as Chief Accounting Officer of Titan International, Inc.

from 2015 to 2017.

From 2013 to 2015, Mr.

Bohnert served as Chief Financial Officer of Silgan Plastics Corporation.

From 2005 to 2012, Mr.

Bohnert was Chief Financial Officer of AB Mauri Fleischmann’s.

Bohnert began his career in public accounting at KPMG LLP.

Bohnert holds a Bachelor of Science degree in Business Administration, Economics, and Accountancy from the University of Missouri, and a Master of Science in Accountancy from the University of South Carolina.

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

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.

Andy Cheung joined CVG in October 2022.

Prior to this appointment, Mr.

Cheung spent more than 25 years at Johnson Controls, progressing through a variety of roles and departments, including positions in finance, general management, procurement, and corporate development.

He has held several senior level positions throughout his career, and lived and worked in Japan, China, Belgium, and the United States during his tenure.

Cheung is joining CVG directly from Johnson Controls where he was most recently serving as Vice President & Chief Financial Officer of Global Products.

Cheung brings global business experience in the automotive and building industries.

He also has extensive experience with acquisitions, joint ventures and partnerships which will prove valuable as CVG enters its next phase of profitable diversified growth.

Cheung was born in Hong Kong and received his Bachelor of Business Administration in Accounting from Hong Kong University of Science & Technology, and an MBA from the University of Chicago.

Cheung is also a Certified Public Accountant.

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

Prior to joining CVG, Mr.

5 unchanged sentences

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 has served as Chief Legal Officer (with a title change from 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.

2 unchanged sentences

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 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.

9 unchanged sentences

Executive Compensation

The information required by Item 11 is incorporated herein by reference to the sections labeled “Executive Compensation - 2020 Director Compensation Table” and “Executive Compensation” and “Proposal No.

The information required by Item 11 is incorporated herein by reference to the sections labeled “Executive Compensation - 2022 Director Compensation Table”, “Executive Compensation”, "Pay Versus Performance" and “Proposal No.

1 - Election of Directors - Corporate Governance,” which appear in CVG’s 2023 Proxy Statement, including information under the heading “Compensation Discussion and Analysis.”

41 unchanged sentences

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

Amended and Restated By-Laws of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K/A (File No.

001-34365), filed on February 7, 2023).

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.

000-50890), filed on July 8, 2005).

Commercial Vehicle Group, Inc.

Rights Agreement, dated as of May 21, 2009, by and between the Company and Computershare Trust Company, N.A.

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

000-50890), filed on May 22, 2009).

Form of Rights Certificate (included as Exhibit B to the Rights Agreement) (incorporated by reference to the Company’s current report on Form 8-K (File No.

000-50890), filed on May 22, 2009).

Form of Summary of Rights to Purchase (included as Exhibit C to the Rights Agreement) (incorporated by reference to the Company’s current report on Form 8-K (File No.

000-50890), filed on May 22, 2009).

Commercial Vehicle Group, Inc.

Amendment No.

1 to Rights Agreement, dated as of March 9, 2011, by and between the Company and Computershare Trust Company, N.A.

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

001-34365), filed on March 9, 2011).

Form of Certificate of Common Stock of the Company (incorporated by reference to the Company’s registration statement on Form S-1/A (File No.

333-115708), filed August 3, 2004).

Amended and Restated Loan and Security Agreement, dated as of April 26, 2011, by and among the Company, certain of the Company’s subsidiaries, as borrowers, and Bank of America, N.A.

as agent and lender (incorporated by reference to the Company’s current report on Form 8-K (File No.

001-34365), filed on April 28, 2011).

Second Amended and Restated Loan and Security Agreement, dated as of November 15, 2013, by and among the Company, certain of the Company’s subsidiaries, as borrowers, and Bank of America, N.A.

104 unchanged sentences

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.

Change in Control & Non-Competition Agreement dated October 27, 2014 with Aneezal Mohamed (incorporated by reference to Exhibit 10.34 to the Company’s annual report on Form 10-K (File No.

001-34365), filed on March 2, 2022).

Change in Control & Non-Competition Agreement dated January 1, 2020 with Richard Tajer (incorporated by reference to Exhibit 10.35 to the Company’s annual report on Form 10-K (File No.

001-34365), filed on March 2, 2022).

Offer letter, dated July 22, 2021, to Kristin Mathers (incorporated by reference to Exhibit 10.36 to the Company’s annual report on Form 10-K (File No.

001-34365), filed on March 2, 2022).

Change in Control & Non-Competition Agreement dated December 31, 2021 with Kristin Mathers (incorporated by reference to Exhibit 10.37 to the Company’s annual report on Form 10-K (File No.

001-34365), filed on March 2, 2022).

Second Amendment dated May 12, 2022 to the Credit 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.

Andy Cheung Offer Letter dated September 8, 2022(incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K (File No.

001-34365), filed on September 14, 2022).

Subsidiaries of Commercial Vehicle Group, Inc.

2 unchanged sentences

Bevis, President and Chief Executive Officer.

302 Certification by Christopher H.

Bohnert, Executive Vice President and Chief Financial Officer.

302 Certification by Andy Cheung, Executive Vice President and Chief Financial Officer.

906 Certification by Harold C.

1 unchanged sentence

Section 1350, as adopted pursuant to the Sarbanes-Oxley Act of 2002.

906 Certification by Christopher H.

Bohnert pursuant to 18 U.S.C.

906 Certification by Andy Cheung pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to the Sarbanes-Oxley Act of 2002.

27 unchanged sentences

/s/ Ruth Gratzke Director

/s/ Christopher H.

Bohnert Chief Financial Officer

Christopher H.

Bohnert (Principal Financial Officer)

/s/ Andy Cheung Chief Financial Officer

Chung Kin Cheung ("Andy Cheung") (Principal Financial Officer)

/s/ Angela M.

2 unchanged sentences

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