Commercial Vehicle Group Inc
For the period ended Dec 31, 2023. Filed Apr 19, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Dec 31, 2023 · Filed Apr 19, 2024
Contents
Pay Versus Performance Table
Pay Versus Performance
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K (the "PvP Rules"), we are presenting the following information about the relationship between executive compensation actually paid and the Company's financial performance.
We disclose below pay versus performance information, including the relationship between executive compensation actually paid, as calculated by SEC rules, and the Company performance.
Pay Versus Performance Table
| Year (a) | 2023 | 2022 | 2021 | 2020 |
|---|---|---|---|---|
| Summary Compensation Table Total for CEO1 (b) | 1,894,587 | — | — | — |
| Compensation Actually Paid to CEO1 (c)(1)(2) | 3,512,579 | — | — | — |
| Summary Compensation Table Total for CEO2 (b) | 1,505,027 | — | — | — |
| Compensation Actually Paid to CEO2 (c)(1)(2) | 2,233,003 | — | — | — |
| Summary Compensation Table Total for CEO3 (b) | 1,993,663 | 2,731,884 | 4,229,714 | 2,743,422 |
| Compensation Actually Paid to CEO3 (c)(1)(2) | 2,869,782 | 3,176,782.00 | 5,910,435.00 | 7,169,957 |
| Summary Compensation Table Total for CEO4 (d) | — | — | — | 708,219 |
| Compensation Actually Paid to CEO4 (e)(1)(2) | — | — | — | 489,192 |
| Average Summary Compensation Table Total for Other NEOs (f) | 1,096,559 | 867,997.00 | 819,180.00 | 872,311 |
| Average Compensation Actually Paid to Other NEOs (g)(1)(2) | 1,314,495 | 970,114.00 | 935,837.00 | 1,179,059 |
| Value of Initial Fixed $100 Investment Based On:Total Shareholder Return (h)(3) | 110.26 | 107.10 | 126.82 | 136.11 |
| Value of Initial Fixed $100 Investment Based On:Peer Group Total Shareholder Return (i)(3) | 158.75 | 126.63 | 131.78 | 118.69 |
| Net Income (j)(4) | 49,411,000 | (21,971,000) | 23,732,000 | (37,049,000) |
| Adjusted Operating Income (k)(5) | 51,116,000 | 36,600,000 | 53,162,000 | 23,932,000 |
1 James R. Ray served as our President and Chief Executive Officer (CEO1) in December 2023. Robert C. Griffin served as our interim President and Chief Executive Officer (CEO2) from May-December 2023. Harold Bevis served as our President and Chief Executive Officer (CEO3) from January-May 2023, for the full year for each 2022 and 2021, and from March-December 2020. Patrick Miller served as our Chief Executive Officer (CEO4) from January-March 2020. Our non-CEO named executive officers (NEOs) included (a) for 2023, Andy Cheung, Aneezal H. Mohamed, Richard Tajer, Kristin S. Mathers; (b) for 2021, Christopher H. Bohnert, Aneezal H. Mohamed, Richard Tajer, Kristin S. Mathers, Douglas F. Bowen; (c) and for 2020, Christopher H. Bohnert, Douglas F. Bowen, C. Timothy Trenary, and Edmund S. Carney.
2 For each year, the values included in these columns for the compensation actually paid to our CEO1 and CEO2 and the average compensation actually paid to our non-CEO NEOs reflect the following adjustments to the values included in columns (c), (e) and (g), respectively.
| 2023 · 2022 · 2021 · 2020 | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| CEO · CEO 1 · CEO 2 · CEO 3 · CEO 3 · CEO 3 · CEO 3 · CEO 4 | |||||||||||||||
| Summary compensation table (SCT) total for CEO (column (b) and (d)) | $1,894,587 | $1,505,027 | $1,993,663 | $2,731,884 | $4,229,714 | $2,743,422 | $708,219 | ||||||||
| + year-end fair value of equity awards granted in the covered year that were outstanding and unvested as of the covered year-end | 1,617,992 | — | 344,098 | 3,947,670 | — | ||||||||||
| -/+ year-over-year change in fair value of equity awards granted in prior years that are outstanding and unvested as of the covered year-end | — | — | — | 141,881 | 1,007,005 | — | |||||||||
| +vesting date fair value of equity awards granted and vested in the covered year | — | 727,976 | 800,890 | 340,558 | 172,049 | 533,956 | — | ||||||||
| -/+ year-over-year change in fair value of equity awards granted in prior years that vested in the covered year | — | — | 75,229 | (37,541) | 157,569 | (55,091) | (219,027) | ||||||||
| -fair value as of prior-year end of equity awards granted in prior years that failed to vest in the covered year | — | — | — | — | — | — | — | ||||||||
| +excess fair value for equity award modifications | — | — | — | — | — | — | |||||||||
| Compensation Actually Paid to CEO (column (c) and (e)) | $3,512,579 | $2,233,003 | $2,869,782 | $3,176,782 | $5,910,435 | $7,169,957 | $489,192 | ||||||||
| Average SCT total for other NEOs · 2023 · 2022 · 2021 · 2020 | |||||||
|---|---|---|---|---|---|---|---|
| Summary compensation table (SCT) total for other NEOs (column (f)) | $1,096,559 | $867,997 | $819,180 | $872,311 | |||
| + year-end fair value of equity awards granted in the covered year that were outstanding and unvested as of the covered year-end | 115,523 | 102,762 | 99,665 | 247,234 | |||
| -/+ year-over-year change in fair value of equity awards granted in prior years that are outstanding and unvested as of the covered year-end | 2,084 | (6,249) | (7,591) | 2,447 | |||
| +vesting date fair value of equity awards granted and vested in the covered year | 98,565 | 38,679 | 76,405 | 101,638 | |||
| -/+ year-over-year change in fair value of equity awards granted in prior years that vested in the covered year | 1,764 | (22,795) | (22,988) | (446) | |||
| -fair value as of prior-year end of equity awards granted in prior years that failed to vest in the covered year | — | (10,280) | (28,834) | (44,125) | |||
| +excess fair value for equity award modifications | — | — | — | ||||
| Compensation Actually Paid to other NEOs (column (g)) | $1,314,495 | $970,114 | $935,837 | $1,179,059 | |||
3 For each year, total shareholder return for the Company and the peer group was calculated in accordance with Item 201(e) and Item 402(v) of Regulation S-K. For purposes of this pay versus performance disclosure, our peer group is the "New Peer Group" as defined and used for purposes of the performance graph included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, see "Compensation Structure" for peer groups detail.
4 Net income is rounded to the nearest thousand.
5 Adjusted OI is calculated as described in Appendix A.
Pay Versus Performance Relationship Descriptions
The following graphical comparisons describe the relationships between certain figures included in the Pay Versus Performance Table for each of 2023, 2022, 2021, and 2020, including: (a) a comparison between our cumulative total shareholder return and the total shareholder return of the Peer Group; and (b) comparisons between (i) the compensation actually paid to the CEO1,CEO2 and CEO3 and the average compensation actually paid to our non-CEO NEOs and (ii) each of the performance measures set forth in column (h), (j) and (k) of the Pay Versus Performance Table.
Tabular List of Financial Performance Measures
The following table lists the financial performance measures that we believe represent the most important financial performance measures used to link compensation actually paid to our NEOs for 2023 to Company performance which is described in more detail in the CD&A under "Annual Incentive Compensation" and "Long-Term Incentive".
Most Important Performance Measures
Operating Income Margin
New Sales
Operating Working Capital % of Sales
Total Stockholder Return (TSR)
Return On Investment Capital (ROIC)
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