What changed in this filing

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Item 9A. Controls and Procedures

2024-03-14 compared with 2023-03-06 · 104 added, 169 removed, 232 unchanged (54% of the section changed)

4 unchanged sentences

We evaluated, with the participation of our principal executive officer and principal financial officer, the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) as of December 31, 2023.

Based on this evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were effective as of December 31, 2022 to provide reasonable assurance that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and that such information is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosure.

that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and that such information is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control Over Financial Reporting

45 unchanged sentences

Griffin 76 Chairman and Director

Bevis 63 President, Chief Executive Officer and Director

60 President, Chief Executive Officer and Director

Fix 69 Director

1 unchanged sentence

Michael Nauman 61 Director

Johnson 60 Director

Ruth Gratzke 52 Director

Cook 51 Director

The following biographies describe the business experience of our directors:

Griffin has served as a Director since July 2005, and was elected Chairman in 2019.

Griffin has served as a Director since July 2005, and was elected Chairman in 2019, and served as Interim President and CEO from May through December 2023.

Griffin’s career spanned over 25 years in the financial sector until he retired from Barclays Capital, where from June 2000 to March 2002 he was Head of Investment Banking, Americas and a member of the Management Committee.

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Griffin was a member of the Executive Committee for the Montgomery Division of Banc of America Securities and held a number of positions with Bank of America, including Group Executive Vice President and Head of Global Debt Capital Raising and as a Senior Management Council Member.

Since 2005, he has served on a number of boards, both public and private, including during the last five years, the boards of the following public companies:

Wentworth Company (ending in 2018), and Builders FirstSource, Inc.

Since 2005, he has served on a number of boards, both public and private, including during the last five years, the board of Builders FirstSource, Inc.

(ending in 2019).

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Griffin earned a Master of Business Administration degree from Northwestern University and a Bachelor of Science degree in Finance from Miami University.

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

He brings 30+ years of leadership experience to the position, including 25+ years of experience as a business leader with leadership assignments at GE and Emerson Electric;

and 17 years of experience as a CEO, President and Director of global manufacturing companies.

He has worked in public companies for 15+ years and private companies for 15+ years.

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 (NASDAQ:

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

Ray has served as President and Chief Executive Officer since December 2023.

He has also served as an Independent Director since March 2020 and currently serves as a Non-Independent Director.

He also currently serves as an Independent Director on the Boards 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

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, profit improvement, building high performing teams, and be a responsible corporate citizen.

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

Bevis earned a Master of Business Administration degree from Columbia Business School and a Bachelor of Science degree in Industrial Engineering from Iowa State University.

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.

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.

Fix has served as a Director since June 2014.

He served as a member of the Board of Directors of Standex International Corporation from 2001 until 2017, when he retired from the Standex board.

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 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.

Prior to joining Standex, Mr.

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Qualifications

Qualifications:

Fix has broad operational, management and governance experience.

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

Ray has served as Director since March 2020.

In November 2020, Mr.

Ray retired 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.

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.

Michael Nauman had 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

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.

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.

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.

Johnson has served as a Director since December 2023.

Since October 2022, Mr.

Johnson has served as CEO and a member of the Board of Directors of Avail Infrastructure Solutions.

From October 2018 to July 2022, Mr.

Johnson served as the President and CEO of Welbilt, Inc.

(WBT), and from July 2016 to June 2018, he served President and CEO and COO of Chart Industries, Inc.

Prior to that he held multiple roles of increasing responsibility at Dover Refrigeration and Food Equipment, Hillphoenix, ABB and ESAB.

Qualifications

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.

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.

Ruth Gratzke has served as a Director since July 2021.

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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.

Cook joined as Director in October 2023.

She serves on the Audit and Compensation committees of the Board.

Cook brings a wealth of leadership, operating experience and expertise in a multitude of business areas.

She was Chief Operating Officer at GE Appliances from 2017 until her retirement in 2021.

In that executive position, Melanie was responsible for full operations leadership for the multi-billion-dollar revenue business covering 15,000 employees globally.

Qualifications

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.

Cook's nearly 30 years of global experience includes business unit leadership roles with full P&L responsibility, product lifecycle management, digitization, end-to-end supply chain, global sourcing, and finance/audit across multiple industries globally.

Melanie has been an independent Director of Badger Meter, Inc.

since February 2022, where she serves on the Audit and Compliance Committee of the Board.

She holds a Bachelor of Science in Business Administration, with a specialty in Decision and Information Sciences from the University of Florida.

Executive Officers

1 unchanged sentence

Name Age Principal Position(s)

Bevis 63 President, Chief Executive Officer and Director

60 President, Chief Executive Officer and Director

Andy Cheung 49 Executive Vice President and Chief Financial Officer

Richard Tajer 57 Senior Vice President and Chief Commercial Officer

Richard Tajer 58 President, Global Electrical Systems

Mohamed 60 Chief Legal Officer, Compliance Officer and Secretary

Kristin Mathers 49 Chief Human Resources Officer

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

He brings 27 years of leadership experience to the position, including 24 years of experience as a business leader with leadership assignments at GE and Emerson Electric;

and 16 years of experience as a CEO, President and Director of global manufacturing companies.

He has worked in public companies for 15+ years and private companies for 15+ years.

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.

Ray has served as President and Chief Executive Officer since December 2023.

He has also served as an Independent Director since March 2020 and currently serves as a Non-Independent Director.

He also currently serves as an Independent Director on the Board of Spirit AeroSystems, Inc.

In addition to his Board role, 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.

Andy Cheung joined CVG in October 2022.

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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 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.

Richard Tajer has served as President of Global Electrical Systems (with a title change from Senior Vice President to President) since January 2019.

He also served as Chief Commercial Officer from 2021 to 2023 in addition to his role as President of Global Electrical Systems.

Prior to joining CVG, Mr.

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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.

Mohamed was of 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.

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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.

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.

Prior to CVG, Ms.

Mathers worked for Baker Hughes and its legacy parent, GE, since 2000.

Mathers was Vice President of Talent Management at Baker Hughes and she held other positions of increasing responsibility such as Vice President of HR Transformation and other leadership positions in the HR function prior to those roles.

Within GE, Ms.

Mathers took on many broad experiences, across many businesses, including HR leadership assignments in GE’s transportation business, appliance business, lighting business and corporate headquarters.

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.

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EXHIBIT INDEX

Asset Purchase Agreement, dated as of January 28, 2011, by and among CVG Alabama LLC and Bostrom Seating, Inc., (incorporated by reference to the Company’s annual report on Form 10-K (File No.

000-34365), filed on March 15, 2011).

Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to the Company’s quarterly report on Form 10-Q (File No.

6 unchanged sentences

001-34365), filed on May 18, 2018).

Amended and Restated By-laws of the Company (incorporated by reference to the Company’s quarterly report on Form 10-Q (File No.

000-50890), filed on September 17, 2004).

Certificate of Designations of Series A Preferred Stock (included as Exhibit A to the Rights Agreement incorporated by reference to Exhibit 4.8) (incorporated by reference to the Company’s current report on Form 8-K (File No.

2 unchanged sentences

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).

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 2, 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).

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.

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

001-34365), filed on November 21, 2013).

Third Amended and Restated Loan and Security Agreement, dated as of April 12, 2017, by and among the Company, certain of the Company’s subsidiaries, as borrowers, and Bank of America, N.A.

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

001-34365), filed on April 13, 2017).

Term Loan Agreement, dated as of April 12, 2017, by and among the Company, Bank of America, N.A., as administrative agent, and other lender parties thereto (incorporated by reference to the Company’s current report on Form 8-K (File No.

001-34365), filed on April 13, 2017).

Description of Securities (incorporated by reference to the Company’s annual report on Form 10-K (File No.

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.

Fourth Amended and Restated Equity Incentive Plan (incorporated by reference to the Company’s current report on Form 8-K (File No.

001-34365), filed on May 13, 2011).

Commercial Vehicle Group, Inc.

2014 Equity Incentive Plan (incorporated by reference from the Company proxy statement on Form Schedule 14A (File No.

001-34365), filed on April 11, 2014).

Amended and Restated Commercial Vehicle Group, Inc.

2014 Equity Incentive Plan (incorporated by reference from the Company's current report on Form 8-K (File No.

001-34365), filed on May 17, 2017).

Commercial Vehicle Group, Inc.

2017 Annual Incentive Plan (incorporated by reference from the Company current report on Form 10-Q (File No.

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).

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 (incorporated by reference to Exhibit 10.38 to the Company’s annual report on Form 10-K, filed on March 6, 2023).

Commercial Vehicle Group, Inc.

1 unchanged sentence

001-34365), filed on March 14, 2018).

Registration Agreement, dated October 5, 2000, by and among Bostrom Holding, Inc.

and the investors listed on Schedule A attached thereto (incorporated by reference to the Company’s registration statement on Form S-1 (File No.

333-115708), filed on May 21, 2004).

Joinder to the Registration Agreement, dated as of May 20, 2004, by and among Commercial Vehicle Group, Inc.

and the prior stockholders of Trim Systems (incorporated by reference to the Company’s quarterly report on Form 10-Q (File No.

000-50890), filed on September 17, 2004).

Assignment and Assumption Agreement, dated as of June 1, 2004, between Mayflower Vehicle Systems PLC and Mayflower Vehicle Systems, Inc.

(incorporated by reference to the Company’s registration statement on Form S-1 (File No.

333-125626), filed on June 8, 2005).

Form of Cash Performance Award pursuant to the Commercial Vehicle Group, Inc.

Fourth Amended and Restated Equity Incentive Plan (incorporated by reference to the Company’s Annual Report on Form 10-K (File No.

001-34365), filed on March 11, 2013).

Form of Restricted Stock Agreement pursuant to the Commercial Vehicle Group, Inc.

2014 Equity Incentive Plan (incorporated by reference from the Company quarterly report on Form 10-Q (File No.

001-34365), filed on November 7, 2014).

Offer letter, dated September 27, 2013, to C.

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

001-34365), filed on September 30, 2013).

Change in Control & Non-Competition Agreement dated January 23, 2014 with C.

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

001-34365), filed on January 24, 2014).

Amended and Restated Deferred Compensation Plan dated November 5, 2008 (incorporated by reference to the Company’s annual report on Form 10-K (File No.

2 unchanged sentences

000-50890), filed on March 14, 2008).

Change in Control & Non-Competition Agreement dated October 24, 2014 with Patrick Miller (incorporated by reference to the Company’s current report on Form 8-K (File No.

001-34365), filed on October 28, 2014).

Employment Agreement, dated as of March 22, 2016, between the Company and Patrick E.

Miller (incorporated by reference to the company’s current report on form 8-K (File No.

001-34365), filed on March 24, 2016).

Retention Bonus Agreement between the Company and Mr.

Trenary effective March 22, 2016 (incorporated by reference to the Company’s quarterly report on Form 10-Q (File No.

001-34365), filed on August 3, 2016).

Offer letter, dated May 25, 2017, to Douglas Bowen (incorporated by reference to Exhibit 10.20 to the Company’s annual report on Form 10-K (File No.

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

Change in Control & Non-Competition Agreement dated November 7, 2017 with Douglas Bowen (incorporated by reference to Exhibit 10.21 to the Company’s annual report on Form 10-K (File No.

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

Offer letter, dated March 23, 2020, to Harold Bevis (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K (File No.

4 unchanged sentences

001-34365), filed on September 11, 2020).

Restricted Stock Agreement between Harold C.

Bevis and Commercial Vehicle Group, Inc.

dated as of April 3, 2020.

Performance Award Agreement (cash) between Harold C.

Bevis and Commercial Vehicle Group, Inc.

dated as of January 6, 2021.

Performance Award Agreement (performance shares) between Harold C.

Bevis and Commercial Vehicle Group, Inc.

dated as of January 6, 2021.

Restricted Stock Agreement between Harold C.

Bevis and Commercial Vehicle Group, Inc.

dated as of December 31, 2020.

Offer letter, dated October 5, 2020, to Christopher Bohnert (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K (File No.

001-34365), filed on October 5, 2020)

Offer letter, dated November 11, 2020, to Angela O’Leary (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K (File No.

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

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.

Change in Control & Non-Competition Agreement dated November 11, 2020 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.

2 dated as of May 11, 2020, to the Third Amended and Restated Loan and Security Agreement dated as of April 12, 2017 among the Company, the other Borrowers, the Lenders, and Bank of America, N.A., as agent for the Lenders (incorporated by reference to the Company’s quarterly report on Form 10-Q (File No.

001-34365), filed on August 10, 2020).

First Amendment to Term Loan and Security Agreement, dated as of May 11, 2020 among the Company, its Subsidiaries, the Lenders and Bank of America, N.A., as administrative agent (incorporated by reference to the Company’s quarterly report on Form 10-Q (File No.

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 (incorporated by reference to Exhibit 10.34 to the Company’s annual report on Form 10-K (File No.

6 unchanged sentences

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).

Change in Control & Non-Competition Agreement dated December 7, 2022 with Andy Cheung.

Offer Letter between the Company and Mr.

Ray dated December 8, 2023 (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed on December 11, 2023).

Form of Change in Control Agreement between the Company and Mr.

Ray (incorporated by reference to Exhibit 10.2 to the Company’s current report on Form 8-K filed on December 11, 2023).

Form of 2023 Restricted Stock Agreement between the Company and Mr.

Ray (incorporated by reference to Exhibit 10.3 to the Company’s current report on Form 8-K filed on December 11, 2023).

Commercial Vehicle Group Incentive Compensation Clawback Policy approved December 1, 2023.

Subsidiaries of Commercial Vehicle Group, Inc.

Consent of KPMG LLP.

302 Certification by Harold C.

Bevis, President and Chief Executive Officer.

302 Certification by James R.

Ray, President and Chief Executive Officer.

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

906 Certification by Harold C.

Bevis pursuant to 18 U.S.C.

906 Certification by James R.

Ray pursuant to 18 U.S.C.

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

8 unchanged sentences

* Management contract or compensatory plan or arrangement required to be filed as an exhibit to this annual report on Form 10-K.

** The schedules and exhibits to the Asset Purchase Agreement have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K.

The Company will furnish supplementally a copy of any such omitted schedules or exhibits to the SEC upon request.

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.

3 unchanged sentences

COMMERCIAL VEHICLE GROUP, INC.

/s/ Harold C.

President and Chief Executive Officer

3 unchanged sentences

/s/ Robert C.

Griffin Chairman and Director

/s/ Harold C.

Bevis President, Chief Executive Officer

Bevis (Principal Executive Officer) and Director

Rancourt Director

Michael Nauman Director

Chairman and Director

President, Chief Executive Officer

Ray (Principal Executive Officer) and Director

Michael Nauman

/s/ Ruth Gratzke Director

/s/ Andy Cheung Chief Financial Officer

Michael Nauman

/s/ William C.

/s/ Ruth Gratzke

/s/ Melanie K.

/s/ Andy Cheung

Chief Financial Officer

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

/s/ Angela M.

O'Leary Chief Accounting Officer

Chief Accounting Officer

O'Leary (Principal Accounting Officer)

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