Commercial Vehicle Group (CVGI) Proxy Filing summary

Executive summary

• 2024 saw significant restructuring, including divestitures of non-core businesses and a reduction of 1,400 positions, or 18% of headcount, to focus on core growth and efficiency initiatives.

• The company aims to drive accretive growth, margin expansion, and capital efficiency in 2025, leveraging a global workforce and a customer-centric strategy.

• The 2025 Annual Meeting will be held virtually, with stockholders able to vote electronically and submit questions online.

Voting matters and shareholder proposals

• Stockholders will vote on: election of seven directors, approval of the amended and restated 2020 Equity Incentive Plan, a non-binding advisory vote on executive compensation, ratification of KPMG LLP as auditor, and other business.

• Board recommends voting FOR all proposals.

• Shareholder proposals for the 2026 meeting must be received by December 17, 2026, with specific advance notice requirements for nominations and other business.

Board of directors and corporate governance

• Board will consist of seven directors post-meeting, with six independent members and one non-independent (CEO).

• Recent changes include the addition of Jeffrey S. Niew and the retirement of Chairman Robert C. Griffin; William C. Johnson is expected to become Chairman.

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

• Board emphasizes diversity of skills, experience, and backgrounds, and maintains a well-developed evaluation process.

• Directors are elected annually, and the board structure separates the roles of Chairman and CEO.