Companies Commercial Vehicle Group, Inc.

Commercial Vehicle (CVGI): executive pay, fiscal 2025

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CEO total pay$3,949,428CEO James Ray · source

Say-on-pay support89.5%Latest vote · source

CEO vs. named peers27th pct.Of 12 peer CEOs

CEO pay ratio175:1To the median employee · source

CEO pay, last three years

$1,894,587FY2023
$1,983,800FY2024
$3,949,428FY2025

CEO total pay was $3,949,428 in fiscal 2025, up from $1,983,800 in fiscal 2024.

FY2025: salary $879,231 · bonus $0 · stock awards $3,059,120 · option awards $0

Executives and directors

Andy Cheung · CFO Aneezal Mohamed · General Counsel James Ray · CEO Kristin Mathers · Chief Human Resource Officer Ari B. Levy · Independent Director J. Michael Nauman · Independent Director Jeffrey S. Niew · Independent Director Melanie K. Cook · Independent Director Robert C. Griffin · Former director (through FY2025)Ruth Gratzke · Former director (through FY2025)Wayne M. Rancourt · Independent Director William C. Johnson · Chair of the Board

Frequently asked questions

Who was the highest-paid executive at Commercial Vehicle Group, Inc. in fiscal 2025?

As disclosed, James Ray (President and Chief Executive Officer and Director) was the highest-paid executive at Commercial Vehicle Group, Inc. in fiscal 2025, with total compensation of $3,949,428.

How does Commercial Vehicle Group, Inc.'s chief executive pay compare to its disclosed peer group?

As disclosed, James Ray's total compensation ranked at the 27th percentile of Commercial Vehicle Group, Inc.'s disclosed peer group.

What is Commercial Vehicle Group, Inc.'s CEO-to-median employee pay ratio?

As disclosed, Commercial Vehicle Group, Inc.'s CEO-to-median employee pay ratio was 175:1.

How did shareholders vote on Commercial Vehicle Group, Inc.'s executive compensation?

As disclosed, 89.5% of shareholders supported Commercial Vehicle Group, Inc.'s executive compensation in the latest say-on-pay vote.

How much does Commercial Vehicle Group, Inc. spend in total on board compensation for fiscal 2025?

As disclosed, Commercial Vehicle Group, Inc. reported total board compensation of $875,279 for fiscal 2025.

Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.

Full detail

Every table from the filing. Open any section.

Summary compensation table

Named executive officer	Salary	Bonus	Stock awards	Option awards	Non-equity incentive	Pension / NQDC	All other	Total
James Ray	$879,231	$0	$3,059,120	$0	$0	$0	$11,077	$3,949,428
President and Chief Executive Officer and Director
Andy Cheung	468,923	90,833	208,302	0	0	0	10,367	778,425
Chief Financial Officer
Aneezal Mohamed	376,116	0	111,383	0	0	0	8,885	496,384
Chief Legal Officer, Compliance Officer and Secretary
Kristin Mathers	371,231	0	98,944	0	0	0	5,846	476,021
Chief Human Resource Officer

A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.

Three-year trend — total compensation per named executive

Named executive officer	FY2025 total	FY2024 total	FY2023 total	Δ FY2024→2025
James Ray	$3,949,428	$1,983,800	$1,894,587	↑ +1,965,628
Andy Cheung	778,425	861,644	1,358,302	↓ −83,219
Aneezal Mohamed	496,384	585,459	1,116,725	↓ −89,075
Kristin Mathers	476,021	568,431	824,958	↓ −92,410

Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.

Incentive-plan design — the Compensation Discussion & Analysis

Our compensation philosophy is designed to attract and retain exceptional leaders who will deliver the Company’s annual business plan; execute our long-term diversification and growth strategy; create long-term shareholder value; and exceed the expectations of our customers, and employees.

CEO STI target (% of salary)	—
CEO LTI target (% of salary)	—
Independent consultant	Meridian Compensation Partners, LLC
Clawback policy	true
Anti-hedging	true
Anti-pledging	true

Equity grants and outstanding awards

Grants of plan-based awards — fiscal year 2025

Executive	Award	Grant date	Threshold	Target	Granted	Maximum	Grant-date fair value
Aneezal Mohamed	RSU	2025-03-31	—	—	96,855	—	$111,383
James Ray	RSU	2025-06-10	—	—	805,031	—	1,223,647
Andy Cheung	RSU	2025-03-31	—	—	181,132	—	208,302
Kristin Mathers	RSU	2025-03-31	—	—	86,038	—	98,944

Vehicle mix — grant-date fair value by award type

Named executive officer	Time-vested (RSU)	Performance-vested (PSU)	Options / SARs	% performance-vested
Aneezal Mohamed	$111,383	$0	$0	0.0%
James Ray	1,223,647	0	0	0.0%
Andy Cheung	208,302	0	0	0.0%
Kristin Mathers	98,944	0	0	0.0%

% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.

Outstanding equity awards at fiscal year-end 2025

Executive	Award	Shares unvested	Exercise price	Market value unvested
Kristin Mathers	RSU	95,110	—	$136,958
Andy Cheung	RSU	200,231	—	288,333
James Ray	RSU	743,834	—	1,071,121
James Ray	RSU	877,397	—	1,263,452

Director compensation

Director	Cash fees	Stock awards	Option awards	Non-equity incentive	All other	Total
William C. JohnsonIndependent · Board Chair	$126,750	$29,216	$0	$0	$0	$155,966
Jeffrey S. NiewIndependent · Compensation · Nominating, Governance and Sustainability	80,750	71,233	0	0	0	151,983
Wayne M. RancourtIndependent · Audit (Chair) · Compensation · Nominating, Governance and Sustainability	99,750	29,216	0	0	0	128,966
Melanie K. CookIndependent · Audit · Compensation (Chair)	95,000	29,216	0	0	0	124,216
J. Michael NaumanIndependent · Audit · Nominating, Governance and Sustainability (Chair)	90,250	29,216	0	0	0	119,466
Robert C. GriffinIndependent · Departed during FY	72,500	29,216	0	0	0	101,716
Ruth GratzkeIndependent · Departed during FY	63,750	29,216	0	0	0	92,966
James R. RayEmployee director	—	—	—	—	—	0
Ari B. LevyIndependent · Audit · Nominating, Governance and Sustainability · Newly elected	0	0	0	0	0	0

Board fee structure and ownership guideline

Annual cash retainer	$85,000
Annual equity retainer	$120,000
Per board meeting fee	—
Committee chair fees (audit / comp / nom-gov)	20,000 / 15,000 / 10,000
Stock ownership guideline	stock ownership requirements

Total cost of the board

Component	FY2025
Cash retainers and fees	$628,750
Equity awards (grant-date value)	$246,529
All other compensation	$0
Total cost of the board	$875,279

Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.

Peer group, and who names Commercial Vehicle as a peer

Companies that benchmark against CVGI

11 companies name CVGI as a compensation peer

The list of companies that name CVGI as a peer is temporarily unavailable — recheck shortly.

Disclosed peer group — fiscal year 2025

The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.

CMCO Columbus McKinnon CorporationCPS Cooper-Standard Holdings Inc.MPAA Motorcar Parts of America, Inc.BLBD Blue Bird CorporationFSS Federal Signal CorporationMOD Modine Manufacturing CompanyASTE Astec Industries, Inc.THRM Gentherm IncorporatedFSTR L.B. Foster CompanyNPO EnPro Industries, Inc. NN Inc.MYE Myers Industries, Inc.

Peer reciprocity

The companies Commercial Vehicle Group, Inc. names as compensation peers that name it back in their own disclosed peer groups.

Columbus McKinnon Corporation (CMCO)³⁷Cooper-Standard Holdings Inc. (CPS)³⁸Modine Manufacturing Company (MOD)³⁹Astec Industries, Inc. (ASTE)⁴⁰Myers Industries, Inc. (MYE)⁴¹

Chief executive pay against the peer group

Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company’s own proxy statement.

Rank	Company	FY	Chief executive	Salary	Stock awards	Option awards	Non-equity incentive	Total
1	Gentherm Incorporated	2025	William Presley	$950,000	$7,804,910	$0	$1,487,938	$12,966,927
2	Modine Manufacturing Company	2026	Neil Brinker	1,186,346	6,120,022	—	2,793,081	10,159,548
3	Federal Signal Corporation	2025	Jennifer Sherman	1,016,617	3,635,646	1,211,852	2,255,000	8,421,321
4	EnPro Industries, Inc.	2025	Eric Vaillancourt	934,616	3,678,231	1,390,716	1,341,949	7,457,747
5	Columbus McKinnon Corporation	2026	David Wilson	925,000	3,111,978	925,000	925,000	5,971,066
6	Cooper-Standard Holdings Inc.	2025	Jeffrey Edwards	1,040,000	2,164,353	0	1,707,264	5,179,179
7	Motorcar Parts of America, Inc.	2026	Selwyn Joffe	831,588	3,140,529	0	782,496	4,840,825
8	Astec Industries, Inc.	2025	Jaco van der Merwe	836,539	2,244,370	0	779,455	4,030,731
9	Commercial Vehicle Group, Inc.	2025	James Ray	879,231	3,059,120	0	0	3,949,428
10	Myers Industries, Inc.	2025	Aaron Schapper	775,385	1,952,344	402,500	700,000	3,889,228
11	Blue Bird Corporation	2025	John Wyskiel	524,712	1,176,374	0	1,306,875	3,432,264
12	L.B. Foster Company	2025	John Kasel	790,417	1,319,357	0	654,400	2,920,512

Each peer’s compensation is from its most recently filed proxy; fiscal years differ by company. Each peer’s figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.

Incentive design against the same peers

Company	Annual incentive payout	Long-term vehicle mix	PSU measures include TSR	Compensation consultant
Commercial Vehicle Group, Inc.	not disclosed	not disclosed	not disclosed	Meridian Compensation Partners, LLC
Astec Industries, Inc.	not disclosed	PSU 65 · RSU 35	not disclosed	Frederic W. Cook & Co., Inc.
Blue Bird Corporation	not disclosed	not disclosed	not disclosed	not disclosed
Columbus McKinnon Corporation	100%	PSU 50 · RSU 25 · Options 25	No	Meridian
Cooper-Standard Holdings Inc.	not disclosed	PRSU 60 · RSU 40	not disclosed	FW Cook
EnPro Industries, Inc.	130.5%	RSU 40 · PSU 30 · Options 30	Yes — rTSR	Pearl Meyer & Partners, LLC
Federal Signal Corporation	not disclosed	PSU 50 · Option 25 · Restricted Stock 25	not disclosed	Meridian
Gentherm Incorporated	not disclosed	PSU 70 · RSU 30	No	Meridian
L.B. Foster Company	not disclosed	PSU 60 · Restricted Stock 40	not disclosed	Pay Governance
Modine Manufacturing Company	not disclosed	PSU 80 · RSU 20	not disclosed	Meridian Compensation Partners LLC
Motorcar Parts of America, Inc.	not disclosed	RSU 50 · PSU 50	not disclosed	Willis Towers Watson
Myers Industries, Inc.	not disclosed	PSU 50 · RSU 50	not disclosed	Semler Brossy

Read from each company’s Compensation Discussion and Analysis: annual incentive payout as a percentage of target, the disclosed long-term vehicle mix, whether performance-share measures include a total shareholder return component, and the retained compensation consultant. “Not disclosed” appears only where the company’s filing does not state the item.

Say-on-pay history and pay ratio

Meeting year	Meeting date	For	Against	Abstain	Support	Outcome
2026	2026-05-14	16,004,623	1,565,305	312,204	89.5%	Passed
2025	2025-05-15	17,083,522	3,031,040	43,168	84.75%	Passed
2024	2024-05-16	23,243,086	3,092,995	6,752	88.23%	Passed
2023	2023-05-11	16,215,389	408,622	28,952	97.37%	Passed
2022	2022-05-19	18,591,071	441,712	49,769	97.42%	Passed
2021	2021-05-26	22,833,699	306,157	235,265	97.68%	Passed

Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year’s compensation.

Say-on-pay — history, company’s computation

Meeting year	Meeting date	Approval — company’s computation
2026	2026-05-14	89.5%^a
2025	2025-05-15	84.75%^b
2024	2024-05-16	88.23%^c

a. Approved under the standard stated in the filing — “Abstentions will have the same effect as votes "AGAINST" this proposal, whereas "broker non-votes" will not be counted for purposes of determining whether this proposal has been approved.”.

b. Approved under the standard stated in the filing — “Abstentions will have the same effect as votes "AGAINST" this proposal, whereas "broker non-votes" will not be counted for purposes of determining whether this proposal has been approved.”.

c. Approved under the standard stated in the filing — “Abstentions will count as a vote against the proposal and broker non-votes will have no effect on the outcome of the vote.”.

Approval percentages are the company’s own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.

CEO pay ratio

Ratio (CEO : median employee)	175 : 1
CEO total compensation	—
Median employee compensation	—

Insider trades since the proxy

No insider equity transactions reported since the proxy statement.

Sources (41 citations)

Each figure is listed with the filing it comes from, where it appears in that filing, and the value as printed. Any figure can be independently confirmed against the source.

Section 01, James Ray. DEF 14A, filed 2026-04-27. Section “Summary Compensation Table” · page 63. As printed: 3,949,428. View filing ↗
Section 01, Andy Cheung. DEF 14A, filed 2026-04-27. Section “Summary Compensation Table” · page 63. As printed: 778,425. View filing ↗
Section 01, Aneezal Mohamed. DEF 14A, filed 2026-04-27. Section “Summary Compensation Table” · page 63. As printed: 496,384. View filing ↗
Section 01, Kristin Mathers. DEF 14A, filed 2026-04-27. Section “Summary Compensation Table” · page 63. As printed: 476,021. View filing ↗
Section 03, Aneezal Mohamed RSU. DEF 14A, filed 2026-04-27. Section “Grants of Plan-Based Awards Table” · grants of plan-based awards table. View filing ↗
Section 03, James Ray RSU. DEF 14A, filed 2026-04-27. Section “Grants of Plan-Based Awards Table” · grants of plan-based awards table. View filing ↗
Section 03, Andy Cheung RSU. DEF 14A, filed 2026-04-27. Section “Grants of Plan-Based Awards Table” · grants of plan-based awards table. View filing ↗
Section 03, Kristin Mathers RSU. DEF 14A, filed 2026-04-27. Section “Grants of Plan-Based Awards Table” · grants of plan-based awards table. View filing ↗
Section 07, pay ratio. DEF 14A, filed 2023-04-14. Section “CEO Pay Ratio”. As printed: 175 : 1. View filing ↗
Section 08, William C. Johnson. DEF 14A, filed 2026-04-27. Section “Director Compensation”. As printed: 155,966. View filing ↗
Section 08, Jeffrey S. Niew. DEF 14A, filed 2026-04-27. Section “Director Compensation”. As printed: 151,983. View filing ↗
Section 08, Wayne M. Rancourt. DEF 14A, filed 2026-04-27. Section “Director Compensation”. As printed: 128,966. View filing ↗
Section 08, Melanie K. Cook. DEF 14A, filed 2026-04-27. Section “Director Compensation”. As printed: 124,216. View filing ↗
Section 08, J. Michael Nauman. DEF 14A, filed 2026-04-27. Section “Director Compensation”. As printed: 119,466. View filing ↗
Section 08, Robert C. Griffin. DEF 14A, filed 2026-04-27. Section “Director Compensation”. As printed: 101,716. View filing ↗
Section 08, Ruth Gratzke. DEF 14A, filed 2026-04-27. Section “Director Compensation”. As printed: 92,966. View filing ↗
Section 08, James R. Ray. DEF 14A, filed 2026-04-27. Section “Director Compensation”. As printed: 0. View filing ↗
Section 08, Ari B. Levy. DEF 14A, filed 2026-04-27. Section “Director Compensation”. As printed: 0. View filing ↗
Section 06, 2026 vote. Form 8-K, filed 2026-05-18. Item 5.07 · say-on-pay result. As reported: 89.5% (votes for as printed: 16,004,623). View filing ↗
Section 06, 2025 vote. Form 8-K, filed 2025-05-19. Item 5.07 · say-on-pay result. As reported: 84.75% (votes for as printed: 17,083,522). View filing ↗
Section 06, 2024 vote. Form 8-K, filed 2024-05-16. Item 5.07 · say-on-pay result. As reported: 88.23% (votes for as printed: 23,243,086). View filing ↗
Section 01 trend, Δ column (computed). Computed. Δ = current-FY total − prior-FY total per named officer.
Section 03b vehicle mix (computed). Computed. RSU / PSU / Options grant-date fair values summed per officer from the grants table; % performance-vested = PSU ÷ (RSU+PSU+Options).
Section 09b board cost (computed). Computed. Cash 628,750 + equity 246,529 + all other 0 = 875,279, summed across the director compensation table rows.
Gentherm Incorporated, Section 10b CEO total. DEF 14A, filed 2026-04-01. CEO total compensation as printed in Gentherm Incorporated's own proxy. As printed: 12,966,927. View filing ↗
Modine Manufacturing Company, Section 10b CEO total. DEF 14A, filed 2026-07-10. CEO total compensation as printed in Modine Manufacturing Company's own proxy. As printed: 10,159,548. View filing ↗
Federal Signal Corporation, Section 10b CEO total. DEF 14A, filed 2026-03-06. CEO total compensation as printed in Federal Signal Corporation's own proxy. As printed: 8,421,321. View filing ↗
EnPro Industries, Inc., Section 10b CEO total. DEF 14A, filed 2026-03-23. CEO total compensation as printed in EnPro Industries, Inc.'s own proxy. As printed: 7,457,747. View filing ↗
Columbus McKinnon Corporation, Section 10b CEO total. DEF 14A, filed 2026-06-26. CEO total compensation as printed in Columbus McKinnon Corporation's own proxy. As printed: 5,971,066. View filing ↗
Cooper-Standard Holdings Inc., Section 10b CEO total. DEF 14A, filed 2026-04-02. CEO total compensation as printed in Cooper-Standard Holdings Inc.'s own proxy. As printed: 5,179,179. View filing ↗
Motorcar Parts of America, Inc., Section 10b CEO total. DEF 14A, filed 2026-07-29. CEO total compensation as printed in Motorcar Parts of America, Inc.'s own proxy. As printed: 4,840,825. View filing ↗
Astec Industries, Inc., Section 10b CEO total. DEF 14A, filed 2026-03-13. CEO total compensation as printed in Astec Industries, Inc.'s own proxy. As printed: 4,030,731. View filing ↗
Commercial Vehicle Group, Inc. (subject), Section 10b CEO total. DEF 14A, filed 2026-04-27. CEO total compensation as printed in Commercial Vehicle Group, Inc.'s own proxy. As printed: 3,949,428. View filing ↗
Myers Industries, Inc., Section 10b CEO total. DEF 14A, filed 2026-03-13. CEO total compensation as printed in Myers Industries, Inc.'s own proxy. As printed: 3,889,228. View filing ↗
Blue Bird Corporation, Section 10b CEO total. DEF 14A, filed 2026-01-26. CEO total compensation as printed in Blue Bird Corporation's own proxy. As printed: 3,432,264. View filing ↗
L.B. Foster Company, Section 10b CEO total. DEF 14A, filed 2026-04-10. CEO total compensation as printed in L.B. Foster Company's own proxy. As printed: 2,920,512. View filing ↗
Section 10a, Columbus McKinnon Corporation reciprocity. DEF 14A. Columbus McKinnon Corporation names Commercial Vehicle Group, Inc. in its own disclosed peer group (read from its most recent proxy). View filing ↗
Section 10a, Cooper-Standard Holdings Inc. reciprocity. DEF 14A. Cooper-Standard Holdings Inc. names Commercial Vehicle Group, Inc. in its own disclosed peer group (read from its most recent proxy). View filing ↗
Section 10a, Modine Manufacturing Company reciprocity. DEF 14A. Modine Manufacturing Company names Commercial Vehicle Group, Inc. in its own disclosed peer group (read from its most recent proxy). View filing ↗
Section 10a, Astec Industries, Inc. reciprocity. DEF 14A. Astec Industries, Inc. names Commercial Vehicle Group, Inc. in its own disclosed peer group (read from its most recent proxy). View filing ↗
Section 10a, Myers Industries, Inc. reciprocity. DEF 14A. Myers Industries, Inc. names Commercial Vehicle Group, Inc. in its own disclosed peer group (read from its most recent proxy). View filing ↗