Fiscal year 2025 executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.
Each company listed discloses CVGI in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named CVGI in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.
| 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.
| 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.
No insider equity transactions reported since the proxy statement.
| Executive | Award | Grant date | Threshold | Target | Granted | Maximum | Grant-date fair value |
|---|---|---|---|---|---|---|---|
| Andy Cheung | RSU | 2025-03-31 | — | — | 181,132 | — | $208,302 |
| Kristin Mathers | RSU | 2025-03-31 | — | — | 86,038 | — | 98,944 |
| Aneezal Mohamed | RSU | 2025-03-31 | — | — | 96,855 | — | 111,383 |
| James Ray | RSU | 2025-06-10 | — | — | 805,031 | — | 1,223,647 |
| Named executive officer | Time-vested (RSU) | Performance-vested (PSU) | Options / SARs | % performance-vested |
|---|---|---|---|---|
| Andy Cheung | $208,302 | $0 | $0 | 0.0% |
| Kristin Mathers | 98,944 | 0 | 0 | 0.0% |
| Aneezal Mohamed | 111,383 | 0 | 0 | 0.0% |
| James Ray | 1,223,647 | 0 | 0 | 0.0% |
% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| James Ray | RSU | 877,397 | — | $1,263,452 |
| James Ray | RSU | 743,834 | — | 1,071,121 |
| Andy Cheung | RSU | 200,231 | — | 288,333 |
| Kristin Mathers | RSU | 95,110 | — | 136,958 |
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, and create long-term shareholder value. The Committee has a pay for performance philosophy that places a majority of each executive officer’s total compensation at risk each year and defers the delivery of significant portions of incentive compensation to link management interests to long-term value creation.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | Meridian |
| Clawback policy | true |
| Anti-hedging | true |
| Anti-pledging | true |
| 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.
| 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.
| 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 |
| Ari B. LevyIndependent · Audit · Nominating, Governance and Sustainability · Newly elected | 0 | 0 | 0 | 0 | 0 | 0 |
| James R. RayEmployee director | — | — | — | — | — | 0 |
| Annual cash retainer | $85,000 |
|---|---|
| Annual equity retainer | $120,000 |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 15,000 / 15,000 / 10,000 |
| Stock ownership guideline | stock ownership requirements |
| 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.
The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.
Of the companies Commercial Vehicle Group names as compensation peers, which name it back in their own disclosed peer groups. A peer set the market reciprocates reads differently from one selected in a single direction.
Reciprocity shown where the peer's own current proxy has been read — each mark is cited in the register to that peer's filing. A dash means the peer's current proxy was read and names no reciprocal group including Commercial Vehicle 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 | Federal Signal Corporation | 2025 | Jennifer Sherman | 1,016,617 | 3,635,646 | 1,211,852 | 2,255,000 | 8,421,321 |
| 3 | EnPro Industries, Inc. | 2025 | Eric Vaillancourt | 934,616 | 3,678,231 | 1,390,716 | 1,341,949 | 7,457,747 |
| 4 | Columbus McKinnon Corporation | 2026 | David Wilson | 925,000 | 3,111,978 | 925,000 | 925,000 | 5,971,066 |
| 5 | Commercial Vehicle Group | 2025 | James Ray | 879,231 | 3,059,120 | 0 | 0 | 3,949,428 |
| 6 | Blue Bird Corporation | 2025 | John Wyskiel | 524,712 | 1,176,374 | 0 | 1,306,875 | 3,432,264 |
| — | Modine Manufacturing Company | — | — | — | — | — | — | not in coverage universe |
| — | Cooper-Standard Holdings Inc. | — | — | — | — | — | — | not in coverage universe |
| — | Astec Industries, Inc. | — | — | — | — | — | — | not in coverage universe |
| — | L.B. Foster Company | — | — | — | — | — | — | not in coverage universe |
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.
| Company | Annual incentive payout | Long-term vehicle mix | PSU measures include TSR | Compensation consultant |
|---|---|---|---|---|
| Commercial Vehicle Group | not disclosed | LTIP Units 60 · Restricted Stock 40 | not disclosed | Meridian |
| Astec Industries, Inc. | not disclosed | not disclosed | not disclosed | not disclosed |
| Blue Bird Corporation | not disclosed | PRSU 67 · RSU 33 | not disclosed | not disclosed |
| Columbus McKinnon Corporation | 100% | PSU 50 · RSU 25 · Options 25 | No | Meridian Compensation Partners |
| Cooper-Standard Holdings Inc. | not disclosed | not disclosed | not disclosed | not disclosed |
| 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 | 125.3% | PSU 70 · RSU 30 | No | Meridian Compensation Partners |
| L.B. Foster Company | not disclosed | not disclosed | not disclosed | not disclosed |
| Modine Manufacturing Company | not disclosed | not disclosed | not disclosed | not disclosed |
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.
Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, James Ray | DEF 14A | 2026-04-27 | 0001628280-26-027295 | Section “Summary Compensation Table” · page 63. As printed: 3,949,428. Filing ↗machine: r3 · c45 · span 663533–663542 |
| 2 | Section 01, Andy Cheung | DEF 14A | 2026-04-27 | 0001628280-26-027295 | Section “Summary Compensation Table” · page 63. As printed: 778,425. Filing ↗machine: r13 · c45 · span 678090–678097 |
| 3 | Section 01, Aneezal Mohamed | DEF 14A | 2026-04-27 | 0001628280-26-027295 | Section “Summary Compensation Table” · page 63. As printed: 496,384. Filing ↗machine: r20 · c45 · span 691235–691242 |
| 4 | Section 01, Kristin Mathers | DEF 14A | 2026-04-27 | 0001628280-26-027295 | Section “Summary Compensation Table” · page 63. As printed: 476,021. Filing ↗machine: r24 · c45 · span 702505–702512 |
| 5 | Section 03, Andy Cheung RSU | DEF 14A | 2026-04-27 | 0001628280-26-027295 | Section “Grants of Plan-Based Awards Table” · grants of plan-based awards table. Filing ↗machine: span 791619–791626 |
| 6 | Section 03, Kristin Mathers RSU | DEF 14A | 2026-04-27 | 0001628280-26-027295 | Section “Grants of Plan-Based Awards Table” · grants of plan-based awards table. Filing ↗machine: span 828948–828954 |
| 7 | Section 03, Aneezal Mohamed RSU | DEF 14A | 2026-04-27 | 0001628280-26-027295 | Section “Grants of Plan-Based Awards Table” · grants of plan-based awards table. Filing ↗machine: span 808278–808285 |
| 8 | Section 03, James Ray RSU | DEF 14A | 2026-04-27 | 0001628280-26-027295 | Section “Grants of Plan-Based Awards Table” · grants of plan-based awards table. Filing ↗machine: span 770929–770938 |
| 9 | Section 08, William C. Johnson | DEF 14A | 2026-04-27 | 0001628280-26-027295 | Section “Director Compensation”. As printed: 155,966. Filing ↗ |
| 10 | Section 08, Jeffrey S. Niew | DEF 14A | 2026-04-27 | 0001628280-26-027295 | Section “Director Compensation”. As printed: 151,983. Filing ↗ |
| 11 | Section 08, Wayne M. Rancourt | DEF 14A | 2026-04-27 | 0001628280-26-027295 | Section “Director Compensation”. As printed: 128,966. Filing ↗ |
| 12 | Section 08, Melanie K. Cook | DEF 14A | 2026-04-27 | 0001628280-26-027295 | Section “Director Compensation”. As printed: 124,216. Filing ↗ |
| 13 | Section 08, J. Michael Nauman | DEF 14A | 2026-04-27 | 0001628280-26-027295 | Section “Director Compensation”. As printed: 119,466. Filing ↗ |
| 14 | Section 08, Robert C. Griffin | DEF 14A | 2026-04-27 | 0001628280-26-027295 | Section “Director Compensation”. As printed: 101,716. Filing ↗ |
| 15 | Section 08, Ruth Gratzke | DEF 14A | 2026-04-27 | 0001628280-26-027295 | Section “Director Compensation”. As printed: 92,966. Filing ↗ |
| 16 | Section 08, Ari B. Levy | DEF 14A | 2026-04-27 | 0001628280-26-027295 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 17 | Section 08, James R. Ray | DEF 14A | 2026-04-27 | 0001628280-26-027295 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 18 | Section 06, 2026 vote | Form 8-K | 2026-05-18 | 0001628280-26-036067 | Item 5.07 · say-on-pay result. As reported: 89.5% (votes for as printed: 16,004,623). Filing ↗ |
| 19 | Section 06, 2025 vote | Form 8-K | 2025-05-19 | 0001628280-25-026595 | Item 5.07 · say-on-pay result. As reported: 84.75% (votes for as printed: 17,083,522). Filing ↗ |
| 20 | Section 06, 2024 vote | Form 8-K | 2024-05-16 | 0001628280-24-023851 | Item 5.07 · say-on-pay result. As reported: 88.23% (votes for as printed: 23,243,086). Filing ↗ |
| 21 | Section 01 trend, Δ column (computed) | Computed | — | computed | Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1) |
| 22 | Section 03b vehicle mix (computed) | Computed | — | computed | RSU / PSU / Options grant-date fair values summed per officer from the grants table; % performance-vested = PSU ÷ (RSU+PSU+Options).machine: formula: sums + PSU ratio |
| 23 | Section 09b board cost (computed) | Computed | — | computed | Cash 628,750 + equity 246,529 + all other 0 = 875,279, summed across the director compensation table rows.machine: formula: Σ = 875,279 |
| 24 | Gentherm Incorporated, Section 10b CEO total | DEF 14A | 2026-04-01 | 0001140361-26-012756 | CEO total compensation as printed in Gentherm Incorporated's own proxy. As printed: 12,966,927. Filing ↗machine: r2 · c8 · span 903625–903635 |
| 25 | Federal Signal Corporation, Section 10b CEO total | DEF 14A | 2026-03-06 | 0001628280-26-015646 | CEO total compensation as printed in Federal Signal Corporation's own proxy. As printed: 8,421,321. Filing ↗machine: span 649769–649778 |
| 26 | EnPro Industries, Inc., Section 10b CEO total | DEF 14A | 2026-03-23 | 0002071876-26-000038 | CEO total compensation as printed in EnPro Industries, Inc.'s own proxy. As printed: 7,457,747. Filing ↗machine: t281 · r1 · c9 · span 898791–898800 |
| 27 | Columbus McKinnon Corporation, Section 10b CEO total | DEF 14A | 2026-06-26 | 0001005229-26-000032 | CEO total compensation as printed in Columbus McKinnon Corporation's own proxy. As printed: 5,971,066. Filing ↗machine: r4 · c24 · span 1007169–1007178 |
| 28 | Commercial Vehicle Group (subject), Section 10b CEO total | DEF 14A | 2026-04-27 | 0001628280-26-027295 | CEO total compensation as printed in Commercial Vehicle Group's own proxy. As printed: 3,949,428. Filing ↗machine: r3 · c45 · span 663533–663542 |
| 29 | Blue Bird Corporation, Section 10b CEO total | DEF 14A | 2026-01-26 | 0001140361-26-002269 | CEO total compensation as printed in Blue Bird Corporation's own proxy. As printed: 3,432,264. Filing ↗machine: r2 · c27 · span 722573–722582 |
| 30 | Section 10a, Blue Bird Corporation reciprocity | DEF 14A | — | 0001140361-26-002269 | Blue Bird Corporation names Commercial Vehicle Group in its own disclosed peer group (read from its most recent proxy). Filing ↗ |
| 31 | Section 10a, Columbus McKinnon Corporation reciprocity | DEF 14A | — | 0001005229-26-000032 | Columbus McKinnon Corporation names Commercial Vehicle Group in its own disclosed peer group (read from its most recent proxy). Filing ↗ |
| 32 | Section 10a, Federal Signal Corporation reciprocity | DEF 14A | — | 0001628280-26-015646 | Federal Signal Corporation's most recent proxy was read; its disclosed peer group does not include Commercial Vehicle Group. Filing ↗ |
| 33 | Section 10a, EnPro Industries, Inc. reciprocity | DEF 14A | — | 0002071876-26-000038 | EnPro Industries, Inc.'s most recent proxy was read; its disclosed peer group does not include Commercial Vehicle Group. Filing ↗ |
| 34 | Section 10a, Gentherm Incorporated reciprocity | DEF 14A | — | 0001140361-26-012756 | Gentherm Incorporated's most recent proxy was read; its disclosed peer group does not include Commercial Vehicle Group. Filing ↗ |