What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-03-10 compared with 2025-03-17 · 86 added, 80 removed, 260 unchanged (39% of the section changed)

51 unchanged sentences

Name Age Principal Position(s)

Griffin 77 Chairman and Director

Johnson 62 Chairman and Director

62 President, Chief Executive Officer and Director

Cook 53 Director

Michael Nauman 63 Director

Niew 59 Director

Rancourt 63 Director

Michael Nauman 62 Director

Johnson 61 Director

Ruth Gratzke 53 Director

Cook 52 Director

Levy 46 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, 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.

Prior to joining Barclays Capital, Mr.

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 board of Builders FirstSource, Inc.

(ending in 2019).

Johnson has served as a Director since December 2023 and was elected Chairman of the Board on May 15, 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 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

Griffin has a broad understanding of the financial and investment world.

He has over sixteen years of experience in senior and executive management positions with large corporations which included responsibility for determining and executing successful strategies.

Griffin has also served as Chairman of the Board of Directors of another public company, been on numerous committees of each company where he has served as a Director and brings a depth of knowledge about corporate governance from those roles to his service on the Board of Commercial Vehicle Group.

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

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.

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

10 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.

Cook joined as Director in October 2023.

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.

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

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.

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.

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

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

Nauman is Chairman of the Board and an independent Director of Matthews International.

He is also 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.

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

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.

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.

17 unchanged sentences

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

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

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.

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).

Cook joined as Director in October 2023.

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.

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.

Levy joined the CVG Board in February 2026.

He is the founder, President, and Chief Investment Officer of Lakeview Investment Group.

He oversees the firm's investment philosophy and strategy, guiding the identification of attractively valued securities through an integrated fundamental and quantitative approach.

As Chief Investment Officer, Mr.

Levy is responsible for portfolio construction, risk management, and investment decision-making across strategies, while also leading the firm's research, trading, and operational functions.

A long-term, engaged owner, he regularly partners with management teams and boards to provide insight on strategic initiatives, capital allocation decisions, and corporate governance.

Qualifications

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.

Prior to founding Lakeview Investment Group, Mr.

Levy served as a Vice President and Share Partner at Advisory Research, Inc., a Chicago-based investment manager.

He was the President of Levy Acquisition Corp, a NASDAQ listed acquisition vehicle, and subsequently served on the Board of the resulting public company, Del Taco (TACO), until it was acquired by Jack in the Box (JACK) in early 2022.

Levy holds a B.A.

in International Relations from Stanford University.

Executive Officers

100 unchanged sentences

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

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.

001-34365), filed on March 26, 2020).

Employment Agreement between Harold C.

Bevis and Commercial Vehicle Group, Inc.

dated as of September 9, 2020 (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K (File No.

001-34365), filed on September 11, 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.

4 unchanged sentences

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

Change in Control & Non-Competition Agreement dated January 28, 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.

20 unchanged sentences

(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.

2 unchanged sentences

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).

Offer Letter between the Company and Mr.

Reed dated February 10, 2025 (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed on February 13, 2025).

Retention Agreement between the Company and Andy Cheung dated April 1, 2025 (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed on April 7, 2025).

Retention Agreement between the Company and Aneezal Mohamed dated April 1, 2025 (incorporated by reference to Exhibit 10.2 to the Company’s current report on Form 8-K filed on April 7, 2025)

Retention Agreement between the Company and Kristin Mathers dated April 1, 2025.

(incorporated by reference to Exhibit 10.3 to the Company’s current report on Form 8-K filed on April 7, 2025).

Amended and Restated Commercial Vehicle Group, Inc 2020 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed on May 19, 2025).

Loan and Security Agreement, dated as of June 27, 2025, by and among the Company, certain of the Company’s subsidiaries, as borrowers and guarantors, TCW Asset Management Company LLC, as administrative agent, and other lender parties thereto (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed on June 30, 2025).

Loan and Security Agreement, dated as of June 27, 2025, 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 Exhibit 10.2 to the Company’s current report on Form 8-K filed on June 30, 2025).

Form of Warrant (incorporated by reference to Exhibit 10.3 to the Company’s current report on Form 8-K filed on June 30, 2025).

Investor Rights Agreement, dated June 27, 2025 (incorporated by reference to Exhibit 10.4 to the Company’s current report on Form 8-K filed on June 30, 2025).

Amendment No.

1 to Loan and Security Agreement, dated December 22, 2025, among Commercial vehicle group, Inc., KAB Seating Limited, the guarantors party thereto and Bank of America, N.A., as Agent .to the Loan and Security Agreement, dated as of June 27, 2025

Amendment No.1 to Loan and security Agreement, dated December 19, 2025, among Commercial Vehicle group Inc, the guarantors party thereto and TCW Asset Management Company LLC, as agent to the Loan and Security Agreement, dated of June 27, 2025

Form of Commercial Vehicle Group, Inc.

2020 Equity Incentive Plan Performance-Based Restricted Stock Award Agreement Based on EBITDA and Stock Price.

(Cash Award Based)

Form of Commercial Vehicle Group, Inc.

2020 Equity Incentive Plan Performance-Based Restricted Stock Award Agreement Based on EBITDA and Stock Price.

(Stock Award Based)

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

2020 Equity Incentive Plan

Insider Trading Policy of the Company.

26 unchanged sentences

Signature Title

/s/ Robert C.

Chairman and Director

President, Chief Executive Officer

/s/ William C.

Johnson Chairman and Director

Ray President, Chief Executive Officer

Ray (Principal Executive Officer) and Director

/s/ Jeffrey S.

Michael Nauman

Niew Director

Rancourt Director

Michael Nauman Director

Michael Nauman

/s/ William C.

/s/ Ruth Gratzke

/s/ Melanie K.

/s/ Andy Cheung

Chief Financial Officer

Cook Director

Levy Director

/s/ Andy Cheung Chief Financial Officer

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

/s/ Angela M.

Chief Accounting Officer

O'Leary 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