What changed in this filing

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Item 9A. Controls and Procedures

2025-03-17 compared with 2024-03-14 · 42 added, 38 removed, 298 unchanged (21% 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, 2024.

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.

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, 2024 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.

Management’s Report on Internal Control Over Financial Reporting

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors

To the Stockholders and the Board of Directors

Commercial Vehicle Group, Inc.:

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Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Columbus, Ohio

Detroit, Michigan

March 17, 2025

8 unchanged sentences

61 President, Chief Executive Officer and Director

Fix 69 Director

Niew 58 Director

Rancourt 62 Director

27 unchanged sentences

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.

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 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.

Niew has served as a Director since December 2024.

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.

Niew led the spin-off of Knowles from its previous owner Dover Corporation to a NSYE publicly traded company.

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

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 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.

Fix earned a Master’s degree in Mechanical Engineering from the University of Texas and a Bachelor of Science degree in Mechanical Engineering from the University of Nebraska.

Niew is an experienced senior executive and general manager with diverse global P&L leadership.

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.

Niew is a member of the Advisory Board of the University of Illinois College of Engineering.

Niew holds a bachelor’s degree in mechanical engineering from the University of Illinois at Chicago.

Rancourt has served as a Director since July 2016.

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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.

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.

12 unchanged sentences

Cook joined as Director in October 2023.

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

She serves on the Audit committee and chairs the Compensation committee of the Board.

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

11 unchanged sentences

Andy Cheung 50 Executive Vice President and Chief Financial Officer

Richard Tajer 58 President, Global Electrical Systems

Mohamed 61 Chief Legal Officer, Compliance Officer and Secretary

13 unchanged sentences

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 joined 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 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 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.

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 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.

4 unchanged sentences

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.

He was formerly Chairman of the Board of Directors 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.

9 unchanged sentences

1 - Election of Directors - Corporate Governance,” which appear in CVG’s 2025 Proxy Statement.

Insider Trading Policies and Procedures

The Company has insider trading policies and procedures that govern the purchase, sale and other dispositions of its securities by directors, officers, and employees, as well as by the Company itself.

We believe these policies and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable listing standards.

A copy of our Insider Trading Policy is filed with this Annual Report on Form 10-K as Exhibit 19.

Executive Compensation

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

Asset Purchase Agreement dated as of July 31, 2024 by and among SVO, LLC, Mayflower Vehicle Systems, LLC and Commercial Vehicle Group, Inc.

(incorporated by reference to Exhibit 2.1 to the Company’s current report on Form 8-K filed on August 1, 2024).

Amendment No.

3 dated July 30, 2024 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 10.2 to the Company’s Quarterly Report on Form 10-Q filed on November 4, 2024).

Asset Purchase Agreement dated as of October 30, 2024 by and among FSE Diya, Inc., CVG FSE, LLC and Commercial Vehicle Group, Inc.

(incorporated by reference to Exhibit 2.1 to the Company’s current report on Form 8-K filed on October 31, 2024).

Transition Services Agreement dated as of October 30, 2024 by and among FSE Diya, Inc., CVG FSE, LLC and Commercial Vehicle Group, Inc.

(incorporated by reference to Exhibit 2.2 to the Company’s current report on Form 8-K filed on October 31, 2024).

Separation Agreement between the Company and Richard Tajer dated October 31, 2024 (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed on October 31, 2024).

Amendment to Asset Purchase Agreement dated as of September 6, 2024 by and among SVO, LLC, Mayflower Vehicle Systems, LLC and Commercial Vehicle Group, Inc.

(incorporated by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K filed on September 10, 2024).

Fourth Amendment dated December 19, 2024 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 10.1 to the Company’s current report on Form 8-K filed on December 26, 2024).

Insider Trading Policy of the Company.

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

29 unchanged sentences

Ray (Principal Executive Officer) and Director

/s/ Jeffrey S.

Michael Nauman

10 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