Commercial Vehicle Group (CVGI) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 15, 2025, will be held virtually, allowing global participation and electronic voting.

• Shareholders will vote on director elections, an amended equity incentive plan, executive compensation, and auditor ratification.

• The company operates globally, serving commercial and electric vehicle markets, with manufacturing in multiple countries.

• Forward-looking statements and non-GAAP measures are included, with reconciliations available in SEC filings.

Voting matters and shareholder proposals

• Proposals include electing seven directors, approving the amended 2020 Equity Incentive Plan, a say-on-pay advisory vote, and ratifying KPMG LLP as auditor.

• Board recommends voting FOR all proposals.

• Shareholders can submit proposals for the 2026 meeting by specified deadlines.

Board of directors and corporate governance

• Board consists of seven nominees, six of whom are independent; average age is 59.

• Recent changes: Jeffrey S. Niew joined in December 2024; Robert C. Griffin retiring in 2025; William C. Johnson to become Chairman.

• Board committees (Audit, Compensation, Nominating/Governance/Sustainability) are composed entirely of independent directors.

• Board diversity in skills, experience, and backgrounds is emphasized.

• Directors attended 100% of meetings in 2024.