Form 8-K
8-K — Commercial Vehicle Group, Inc.
Accession: 0001628280-26-068918
Filed: 2026-11-02
Period: 2026-10-30
CIK: 0001290900
SIC: 3714 (MOTOR VEHICLE PARTS & ACCESSORIES)
Item: Results of Operations and Financial Condition
Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
Item: Regulation FD Disclosure
Item: Financial Statements and Exhibits
Documents
8-K — cvgi-20261030.htm (Primary)
EX-10.1 (exhibit101offerletter.htm)
EX-10.2 (exhibit102ruppelcicagreeme.htm)
EX-10.3 (exhibit103raytransition.htm)
EX-99.1 (cvgq32026earningsrelease.htm)
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8-K
8-K (Primary)
Filename: cvgi-20261030.htm · Sequence: 1
cvgi-20261030
0001290900FALSE00012909002026-10-302026-10-30
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): October 30, 2026
Commercial Vehicle Group, Inc.
(Exact name of registrant as specified in its charter)
Delaware 001-34365 41-1990662
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
7800 Walton Parkway, New Albany, Ohio
43054
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: 614-289-5360
Not Applicable
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, par value $0.01 per share CVGI The NASDAQ Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 2.02. Results of Operations and Financial Condition.
On November 2, 2026, Commercial Vehicle Group, Inc. (the “Company”) issued the press release attached hereto as Exhibit 99.1 announcing earnings for the third quarter ended September 30, 2026, and its CEO succession plan.
The information, including Exhibit 99.1 hereto, the registrant furnished in this report is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Registration statements or other documents filed with the Securities and Exchange Commission shall not incorporate this information by reference, except as otherwise expressly stated in such filing.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 2, 2026, the Company announced that, on October 30, 2026, its Board of Directors (the “Board”) appointed David Ruppel as President and Chief Executive Officer of the Company and as a member of the Board, in each case effective November 9, 2026 (the “Start Date”). Mr. Ruppel will succeed James R. Ray, Jr., who will step down as President and Chief Executive Officer and as a member of the Board effective on the Start Date. Mr. Ray will remain with the Company as Senior Advisor to the Chief Executive Officer to assist with the transition through his retirement on January 5, 2027 (the “Retirement Date”). Mr. Ray’s resignation from the Board did not result from any disagreement with the Company on any matter relating to its operations, policies or practices.
Mr. Ruppel, age 55, has worked at Littelfuse, Inc., a global industrial technology company focused on circuit protection, sensing, switching and power control solutions, since 2024, most recently as Senior Vice President and General Manager, Transportation & Logistics. From 2021 to 2024, he served as President of IDEX Optical Technologies, a provider of engineered optical components and systems. From 2017 to 2021, he served as President of Montevideo Technology Inc., a provider of custom motor and motion control systems. Earlier in his career, he held leadership positions with Herman Miller–Nemschoff and Eaton–Cooper Power Systems. Mr. Ruppel holds an Executive Master of Business Administration from Marquette University and a Bachelor of Science in Management from Cardinal Stritch University.
Mr. Ruppel was not appointed pursuant to any arrangement or understanding between him and any other person. Mr. Ruppel does not have any family relationship with any director or executive officer of the Company, or any person nominated or chosen to become a director or executive officer, and has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Mr. Ruppel will not receive additional compensation for his service on the Board. Mr. Ruppel is not expected to be named to any committee of the Board.
Offer Letter
On October 30, 2026, the Company entered into an offer letter with Mr. Ruppel (the “Offer Letter”) governing his employment beginning on the Start Date. The Offer Letter provides for an annual base salary of $700,000 and an annual incentive award opportunity under the Company’s annual incentive plan targeted at 100% of base salary, with payouts ranging from 0% to 200% of target depending on performance. Total annual target compensation will be no less than $3,000,000, with the initial long-term incentive award described below counting toward this target for 2027.
To replace the bonus Mr. Ruppel would forfeit at his current employer, the Company will pay him a prorated amount of the 2026 bonus he would have earned at that employer through the Start Date, payable on or about March 15, 2027.
The make-whole equity awards and initial long-term incentive award described below (the “Inducement Awards”) were approved by the independent directors of the Board and will be granted on the Start Date outside the Company’s stockholder-approved equity incentive plan as material inducements to Mr. Ruppel’s acceptance of employment with the Company in accordance with Nasdaq Listing Rule 5635(c)(4), but will be subject to terms and conditions consistent with those of awards granted under the Company’s Second Amended and Restated 2020 Equity Incentive Plan.
Mr. Ruppel will receive make-whole equity awards in respect of unvested awards forfeited at his prior employer, consisting of restricted shares and performance shares at target, with the following conversion methodology, vesting schedules and performance conditions:
• The number of make-whole restricted shares will equal (A) the sum of (1) 4,720 forfeited Littelfuse restricted stock units multiplied by the closing price of Littelfuse common stock on November 9, 2026, plus (2) 1,112 forfeited unvested Littelfuse stock options
multiplied by the excess, if any, of that closing price over the options’ $251.82 exercise price, divided by (B) the closing price of CVGI common stock on November 9, 2026, and the target number of make-whole performance shares will equal 3,211 forfeited Littelfuse performance share units multiplied by the closing price of Littelfuse common stock on November 9, 2026, divided by the closing price of CVGI common stock on that date;
• The make-whole restricted shares will vest 50% on the first anniversary and 50% on the second anniversary of the grant date; and
• The make-whole performance shares will cliff vest on December 31, 2028, with the number of shares earned and delivered in settlement ranging from 0% to 200% of target based on the Company’s relative total shareholder return for the period January 1, 2027 to December 31, 2028.
Mr. Ruppel will also receive an initial long-term incentive award, based on the closing price of CVGI stock on November 9, 2026, with a target value of $1,600,000, consisting of 40% restricted shares and 60% performance shares at target, subject to the following vesting schedules and performance conditions and the respective grant agreement:
• The number of initial long-term restricted shares and target performance shares will equal $640,000 and $960,000, respectively, divided by the closing price of CVGI common stock on November 9, 2026;
• The initial long-term restricted shares will vest ratably on March 31, 2028, 2029, and 2030; and
• The initial long-term performance shares will cliff vest on December 31, 2029 with the number of shares earned and delivered in settlement ranging from 0% to 200% of target, based on the same performance measures, weightings, goals and payout methodology established for the performance share awards granted to the Company’s other executive officers in March or April 2027, measured over the period January 1, 2027 to December 31, 2029.
The above referenced initial long-term incentive award will count toward Mr. Ruppel’s 2027 annual target compensation, and he will not receive an additional annual equity award in 2027.
The restricted share awards will vest in full upon Mr. Ruppel’s death or disability, upon a termination of his employment by the Company without cause or by him for good reason within 13 months following a change in control, or upon a change in control in which the awards are not assumed or substituted. Upon a change in control, the performance share awards will be earned at the greater of target and actual performance. Vesting of the Inducement Awards is otherwise subject to Mr. Ruppel’s continued employment through the applicable vesting date. The number of shares subject to the Inducement Awards will be determined on November 9, 2026 and will be disclosed in a press release as required by Nasdaq Listing Rule 5635(c)(4) and in an amendment to this Current Report on Form 8-K.
The Company will also provide Mr. Ruppel with a one-time net cash relocation payment of $60,000 within 30 days after the Start Date. If he resigns or is terminated for cause within 18 months after the Start Date, the payment is repayable at a rate of one-eighteenth of its initial value for each full month remaining in that period. Mr. Ruppel will be eligible to participate in the Company’s employee benefit programs and will be subject to the Company’s stock ownership requirements, including a holding requirement of five times annual base salary.
The foregoing description of the Offer Letter is qualified in its entirety by reference to the full text of the Offer Letter, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Change in Control and Non-Competition Agreement
On October 30, 2026, the Company entered into a Change in Control & Non-Competition Agreement with Mr. Ruppel (the “CIC Agreement”). If the Company terminates his employment without cause outside the change in control circumstances described below, the CIC Agreement provides for 24 months of continued base salary, any earned but unpaid prior-year annual bonus, a prorated annual bonus for the year of termination based on the bonus he would otherwise have received, and 18 months of group health plan participation or, at his election, COBRA payments. Equity and other long-term incentive awards will be treated in accordance with the applicable plan and award agreements. Salary continuation is conditioned on execution and non-revocation of a general release of claims and is subject to cessation for a breach of the CIC Agreement or the discovery of grounds that would have constituted cause.
If, within 13 months following a change in control, the Company terminates Mr. Ruppel’s employment without cause or he resigns for good reason (each as defined in the CIC Agreement), he will be entitled, in lieu of the ordinary severance benefits described above, to accrued compensation and a payment equal to two times the sum of his base salary and target annual bonus. Subject to execution and non-revocation of a general release of claims, one-half of that payment will be paid in a lump sum within 30 days after termination and the remainder in equal monthly installments beginning 30 days after termination and ending on the earlier of two and one-half months after the end of the Company’s fiscal year in which termination occurs or his death, subject to applicable Section 409A requirements.
Equity and other long-term incentive awards will be treated in accordance with the applicable plan and award agreements. The CIC Agreement also provides for continued welfare benefits, subject to its terms, until the earlier of 18 months after termination or commencement of full-time employment with a new employer providing comparable benefits.
Mr. Ruppel is subject to confidentiality and intellectual property obligations, noncompetition and nonsolicitation covenants during employment and for one year thereafter, and a nondisparagement covenant during employment and for two years thereafter. Payments are subject to a Section 280G best-net reduction provision, and incentive compensation is subject to applicable clawback requirements.
The foregoing description of the CIC Agreement is qualified in its entirety by reference to the full text of the CIC Agreement, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.
Transition and Retirement Agreement
On October 30, 2026, the Company entered into a transition and retirement agreement with Mr. Ray (the “Transition Agreement”). Pursuant to the Transition Agreement, Mr. Ray will resign as President and Chief Executive Officer and as a member of the Board effective November 9, 2026, and will remain an employee through the Retirement Date. During this period, Mr. Ray will continue to receive his current base salary and continue to participate in the employee benefit plans made available to employees generally.
In connection with his retirement, Mr. Ray will receive any earned but unpaid base salary, immediate vesting of his outstanding restricted shares, prorated vesting of outstanding performance awards for future payout based on actual performance, and his 2026 annual bonus, payable at the same time as bonuses are paid to other participants, in each case, consistent with the terms of his existing agreements. Mr. Ray will not be entitled to any severance payments or benefits under his existing change in control agreement. The Transition Agreement also contains a general release of claims by Mr. Ray in favor of the Company and confirms that his existing confidentiality, non-competition, non-solicitation and non-disparagement covenants will continue to apply in accordance with their terms.
The foregoing description of the Transition Agreement is qualified in its entirety by reference to the full text of the Transition Agreement, a copy of which is filed as Exhibit 10.3 to this Current Report on Form 8-K and incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
The information set forth under Item 2.02 is incorporated into this Item 7.01 by reference.
On November 2, 2026, the Company issued a press release announcing the leadership transition described above. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
10.1
Offer Letter, dated October 30, 2026, between Commercial Vehicle Group, Inc. and David Ruppel.
10.2
Change in Control & Non-Competition Agreement, dated October 30, 2026, between Commercial Vehicle Group, Inc. and David Ruppel.
10.3
Transition and Retirement Agreement, dated October 30, 2026, between Commercial Vehicle Group, Inc. and James R. Ray, Jr.
99.1
*
Press Release dated November 2, 2026, with third quarter ended September 30, 2026 earnings release and CEO Succession Plan.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
* Furnished herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
COMMERCIAL VEHICLE GROUP, INC.
November 2, 2026
By:
/s/ Aneezal H. Mohamed
Name:
Aneezal H. Mohamed
Title:
Chief Legal Officer
EX-10.1
EX-10.1
Filename: exhibit101offerletter.htm · Sequence: 2
Document
Exhibit 10.1
October 30, 2026
Mr. David Ruppel
[Mailing address and email address redacted]
Dear David:
On behalf of the Board of Directors (the “Board”) of Commercial Vehicle Group, Inc. (“CVG” or the “Company”), I am pleased to inform you that the independent directors of the Board unanimously appointed you, effective November 9, 2026, (1) the President and Chief Executive Officer of the Company, and (2) a member of the Board. A record of our commitment is set forth below:
Job Title: President and Chief Executive Officer. This position is based in our New Albany, Ohio headquarters facility.
Start Date: November 9, 2026 (the “Start Date”).
Salary: $700,000 annualized. This is a salaried exempt position as defined by the Fair Labor Standards Act.
Annual Review: Performance and executive compensation reviews are expected to take place annually beginning March/April 2028, and market adjustments are made as warranted by the executive benchmark data, with such merit increases and adjustments being subject to review and approval by the Compensation Committee of the Board (the “Compensation Committee”).
Management Incentive: You will be eligible for a discretionary annual incentive award under the Company’s annual incentive plan (the “AIP”) targeted at 100% of your base salary.
Performance Bonus: The current AIP metrics are financial in nature and are based on Revenue, Operating Income Margin, and Free Cash Flow performance. Annual payouts may range from 0% - 200% depending on performance versus plan.
Signing Incentives: Walkaway Benefits from your Current Employer
1.Bonus: CVG will pay you a pro-rata amount of your bonus for 2026 that you would have earned at your current employer through your start date of employment at CVG. Such bonus amount will be paid on or about March 15, 2027.
2.Make-Whole Equity Awards: On the Start Date, CVG will grant you the following awards in respect of the unvested equity awards from your current employer, Littelfuse, Inc. (“Littelfuse”), listed on Exhibit A hereto that you forfeit upon your resignation from Littelfuse (the “Make-Whole Awards”): (a) a number of restricted shares of CVG common stock equal to (i) the sum of (A) the number of forfeited Littelfuse restricted stock units listed on Exhibit A multiplied by the closing price of Littelfuse common stock on the Start Date, plus (B) the number of forfeited unvested Littelfuse stock options listed on Exhibit A multiplied by the excess, if any, of the closing price of Littelfuse common stock on the Start Date over the exercise price of such options, divided by (ii) the closing price of CVG common stock on the Start Date, which restricted shares will vest 50% on the first anniversary and 50% on the second anniversary of the grant date; and (b) a performance share award with a target number of shares of CVG common stock equal to the target number of forfeited Littelfuse performance share units listed on Exhibit A multiplied by the closing price of Littelfuse common stock on the Start Date, divided by the closing price of CVG common stock on the
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Start Date. The number of performance shares earned will range from 0% to 200% of target based on CVG’s relative total shareholder return for the performance period from January 1, 2027 through December 31, 2028, and any performance shares earned will vest on December 31, 2028 and be delivered in settlement following the Compensation Committee’s certification of performance. All share numbers will be rounded down to the nearest whole share.
Relocation Expenses: In connection with your relocation to our headquarters in New Albany, Ohio, and associated expenses, you will receive a one-time net cash payment of $60,000 within the first 30 days of your start date. The initial value of this incentive is recoverable if you resign or are terminated for cause within 18 months of your start date. The amount recoverable will be equal to 1/18th of the award for each full month left in the repayment window at the time of separation.
Long Term Incentives: You will be eligible to receive equity and other long-term incentive awards under any applicable plan adopted by the Company during your employment term for which executives are generally eligible. The level of participation in any such plan shall be determined at the sole discretion of the Compensation Committee from time to time.
Awards under the plan may be issued in restricted stock, restricted stock units, restricted cash or performance shares or performance cash under terms and conditions that are no less favorable than those awards granted to executives of the Company.
The target award and award design are determined annually by the Compensation Committee and may include a restricted share component which vests ratably over a three-year period and a three-year cliff vested cash and stock based performance component. The current performance-based component is tied to the achievement of annual EBITDA objectives and stock price performance.
Total target compensation is subject to annual review and approval by the Compensation Committee but will be no less than $3,000,000 each calendar year (your initial equity grant described below counting towards this target for 2027). For the 2026/2027 Plan year, your total equity awards equal to $1,600,000 will be granted as follows:
•40%, or $640,000, will be granted in the form of time vested restricted shares granted on the Start Date, with the number of shares determined by dividing $640,000 by the closing price of CVG common stock on the Start Date (rounded down to the nearest whole share), and vesting ratably on March 31, 2028, 2029, and 2030; and
•60%, or $960,000, will be granted on the Start Date in the form of performance shares, with the target number of shares determined by dividing $960,000 by the closing price of CVG common stock on the Start Date (rounded down to the nearest whole share). The number of performance shares earned will range from 0% to 200% of target based on performance over the performance period from January 1, 2027 through December 31, 2029, measured using the same performance measures, weightings, goals and payout methodology established by the Compensation Committee for the performance share awards granted to the Company’s other executive officers in March or April 2027, and any performance shares earned will vest on December 31, 2029 and be delivered in settlement following the Compensation Committee’s certification of performance.
This 2026/2027 total equity award will be granted on the Start Date. For avoidance of doubt, you will not receive an equity award in 2027.
Inducement Awards: The Make-Whole Awards and the 2026/2027 equity award described above (together, the “Inducement Awards”) are being granted as a material inducement to
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your acceptance of employment with CVG, in reliance on the employment inducement exception under Nasdaq Listing Rule 5635(c)(4), and have been approved by the independent directors of the Board. The Inducement Awards will be granted outside of CVG’s Second Amended and Restated 2020 Equity Incentive Plan (the “Plan”), but will be subject to terms and conditions consistent with those of awards granted under the Plan. The Inducement Awards will be evidenced by award agreements in the forms approved by the Board, which will govern their terms, including their treatment upon a termination of your employment or a change in control. The Inducement Awards are conditioned on your commencement of employment with CVG on the Start Date.
Vacation: Five (5) weeks of vacation per calendar year, accrued at a rate of 16.67 hours per month. Vacation is earned and must be used within each calendar year.
Personal Days: You will be eligible for three (3) paid personal days per calendar year paid in accordance with company policy.
Holidays: Ten, paid in accordance with our annual observation calendar.
Benefits: Medical, Dental and Vision insurance is available for you and your eligible dependents. Coverage is effective the first day of the month following your date of hire. A pre-tax premium contribution will apply based on the type of coverage you select. CVG also offers supplemental critical care, accident, and hospital indemnity insurance. These benefits can be purchased at group rates at your expense. In some instances, evidence of insurability is required for supplemental coverage.
Group life insurance coverage equal to three (3) times your base salary is provided at no cost to you and with no medical exam required. This coverage is effective on the first day of the month following your date of hire. CVG also offers a supplemental life insurance benefit that can be purchased at group rates at your expense. In some instances, evidence of insurability is required for supplemental coverage.
Short term disability (STD) coverage applies after 180 days of employment and provides disability pay at 100% of your base salary for the first two weeks of an eligible disability and up to an additional 24 weeks at 60% of base salary. Long term disability (LTD) coverage takes effect following the exhaustion of your STD coverage.
Conditional Employment: Employment is contingent upon successfully passing a drug screen test.
Eligibility: This offer and continued employment are contingent upon your eligibility to work in the United States under the provisions of the Immigration Reform and Control Act of 1986 and providing the necessary documents to establish identity and employment eligibility to satisfactorily complete U.S. Citizenship and Immigration Services’ Form I-9.
401(k) Savings Plan: All employees over the age of eighteen are automatically enrolled in the CVG 401(k) Plan on the first day of the month following 30 days of service unless they opt out. The Company matches 100% of the first 3% of employee contributions and 50% of the next 2% of employee contributions. All matching dollars vest immediately under the Plan.
[THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK]
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Restrictive Covenants: You are not eligible to sell CVG shares until you have achieved the required hold limit, except that the forfeiture of shares for purposes of satisfying income tax liability associated with vesting shares is permitted regardless of progress against the hold limit. The hold limit for the position of President and Chief Executive Officer is five times (5x) annual base pay. Any other restrictions on the sale of CVG shares will be provided for in the applicable equity plan document, grant agreement or company policies.
You are also subject to a twelve-month non-competition, non-solicitation covenant as will be further described in your Change in Control Agreement.
Accepted and acknowledged by:
/s/ William Johnson
William Johnson /s/ David Ruppel October 30, 2026
Chairman of the Board of Directors David Ruppel Date
Commercial Vehicle Group, Inc.
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Exhibit A
Unvested Award
Units/Shares
PSUs/Performance Shares (at target)
3,211
RSUs
4,720
Additional Unvested Legacy Stock Options
1,112 options (exercise price $251.82 per share)
5
EX-10.2
EX-10.2
Filename: exhibit102ruppelcicagreeme.htm · Sequence: 3
Document
Exhibit 10.2
CHANGE IN CONTROL &
NON-COMPETITION AGREEMENT
This Agreement is made as of this 30th day of October, 2026, by and between David Ruppel ("Executive" or “you”) and Commercial Vehicle Group, Inc., a Delaware corporation with its principal office at 7800 Walton Parkway, New Albany, Ohio 43054, its subsidiaries, successors and assigns (the "Company").
Recitals
A.The Company is engaged in the business of, among other things, developing, manufacturing, and marketing of interior systems, vision safety solutions and other cab-related products for the global commercial vehicle market, including the heavy-duty (Class 8) truck market, the construction market and other specialized transportation markets and delivering real solutions to complex design, engineering and manufacturing problems and in connection therewith develops and uses valuable technical and nontechnical trade secrets and other confidential information which it desires to protect.
B.The Company considers your services to be in the best interest of the Company and desires, through this Agreement, to assure your services on behalf of the Company on an objective and impartial basis and without distraction or conflict of interest in the event of an attempt to obtain control of the Company.
C.You are willing to remain in the employ of the Company on the terms set forth in this Agreement.
Agreement
NOW, THEREFORE, the parties agree as follows:
1.Consideration. As consideration for your entering into this Agreement and your willingness to remain bound by its terms, the Company shall continue to employ you and provide you with access to certain Confidential Information as defined in this Agreement and other valuable consideration as provided for throughout this Agreement, including in Sections 3 and 4 of this Agreement.
2.Employment.
a)Position. The Executive shall serve as the President and Chief Executive Officer of the Company. In this capacity, the Executive shall have the duties, authorities and responsibilities as may reasonably be assigned to the Executive by the Board of Directors of the Company (the “Board”) that are not inconsistent with the Executive’s position as President and Chief Executive Officer of the Company. The Executive’s principal place of employment with the Company shall be in a location within the greater Columbus, Ohio, metropolitan area provided that the Executive understands and agrees that the Executive may be required to travel from time to time for business purposes. The Executive shall report directly to the Board.
b)During the Executive’s employment by the Company (the “Employment Term”), the Executive shall devote all of the Executive’s business time, energy, business judgment, knowledge and skill and the Executive’s best efforts to the performance of the Executive’s duties with the Company, provided that the foregoing shall not prevent the Executive from (i) serving on the boards of directors of non-profit organizations and, with the prior written approval of the Board, other for-profit companies, (ii) participating in charitable, civic, educational, professional,
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community or industry affairs, and (iii) managing the Executive’s passive personal investments so long as such activities in the aggregate do not interfere or conflict with the Executive’s duties hereunder or create a potential business or fiduciary conflict. You further agree to comply fully with all policies and practices of the Company as are from time to time in effect.
3.Compensation.
a)BASE SALARY. The Company agrees to pay the Executive a base salary at an annual rate as set forth in your offer letter of employment dated October ___, 2026 (the “Offer Letter”), payable in accordance with the regular payroll practices of the Company, but no less frequently than monthly. The Executive’s Base Salary shall be subject to annual review by the Board (or a committee thereof). The base salary as determined herein and as may be adjusted upward from time to time shall constitute “Base Salary” for purposes of this Agreement.
b)You will be entitled to receive equity and other long term incentive awards (including but not limited to stock awards) pursuant to the terms of the Company's Equity Incentive Plan or other plan adopted by the Board of Directors of the Company from time to time. The treatment of any such awards upon a termination of your employment or a Change in Control shall be governed solely by the terms of the applicable equity incentive plan and award agreement(s) governing such awards, and not by this Agreement.
c)Subject to applicable Company policies, you will be reimbursed for necessary and reasonable business expenses incurred in connection with the performance of your duties hereunder or for promoting, pursuing or otherwise furthering the business or interests of the Company.
4.Fringe Benefits. You will be entitled to receive employee benefits and participate in any employee benefit plans, in accordance with the Offer Letter.
5.Non-use and Non-Disclosure of Confidential Information. Executive acknowledges that the Company and its subsidiaries continually develop Confidential Information (defined below), that the Executive may develop Confidential Information for the Company or its subsidiaries during Executive’s employment with the Company, and that Executive may learn of Confidential Information during the course of such employment. Executive will comply with the policies and procedures of the Company and its subsidiaries for protecting Confidential Information and shall never use or disclose to any Person (except as required by applicable law or for the proper performance of his or her duties and responsibilities to the Company and its subsidiaries), any Confidential Information obtained by Executive incident to his or her employment or other association with the Company or any of its subsidiaries. Executive agrees to only use the Company’s Confidential Information as necessary to perform his or her job during employment with the Company. Executive understands that this restriction shall continue to apply after his or her employment terminates, regardless of the reason for such termination. All documents, records, tapes and other media of every kind and description relating to the business, present or otherwise, of the Company or its subsidiaries and any copies, in whole or in part, thereof (the “Documents”), whether or not prepared by Executive, shall be the sole and exclusive property of the Company and its subsidiaries. Executive shall safeguard all Documents and shall surrender to the Company at the time his or her employment terminates, or at such earlier time or times as the Company may specify, all Documents then in the Executive’s possession or control.
Definitions. For purposes of this Agreement, “Confidential Information” means any and all information of the Company and its subsidiaries that is not generally known by others with
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whom the Company or its subsidiaries compete or do business, or with whom they plan to compete or do business and any and all information which, if disclosed by the Company or its subsidiaries, would assist in competition against them. Confidential Information includes without limitation such information relating to (i) the development, research, testing, manufacturing, marketing and financial activities of the Company and its subsidiaries, (ii) the Company’s and its subsidiaries’ Products (defined below), (iii) the costs, sources of supply, financial performance and strategic plans of the Company and its subsidiaries, (iv) the identity and special needs of the customers of the Company and its subsidiaries and (v) the people and organizations with whom the Company and its subsidiaries have business relationships and those relationships. Confidential Information also includes any information that the Company or any of its subsidiaries have received, or may receive hereafter, from others which was received by the Company or any of its subsidiaries with any understanding, express or implied, that the information would not be disclosed. For purposes of this Agreement, “Products” means all products planned, researched, developed, tested, manufactured, sold, licensed, leased or otherwise distributed or put into use by the Company or any of its subsidiaries, together with all services provided or planned by the Company or any of its subsidiaries, during Executive’s employment with the Company or any of its subsidiaries.
Restricted Activities. Executive, as a condition to employment and in consideration of Executive’s continued employment by the Company and/or its subsidiaries, agrees that some restrictions on Executive’s activities during and after his or her employment are necessary to protect the goodwill, Confidential Information and other legitimate interests of the Company and its subsidiaries and agrees as follows:
Noncompetition. For a period of time beginning on the date Executive executes a copy of this Agreement and continuing for a period ending on the date which is one (1) year after Executive’s employment terminates (the “Noncompetition Period”), Executive shall not, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, engage in, assist or have any active interest in a business that competes with the Company or any of its subsidiaries or otherwise compete with the Company or any of its subsidiaries: (i) anywhere throughout the world; (ii) in North America; (iii) in the United States; and/or (iv) in those states of the United States in which the Company or any of its subsidiaries sells products or conducts business activities. Specifically, but without limiting the foregoing, Executive agrees that during the Noncompetition Period, Executive shall not: (A) undertake any planning for any business competitive with the Company or any of its subsidiaries; or (B) engage in any manner in any activity that is competitive with the business of the Company or any of its subsidiaries; provided, however, that your "beneficial ownership," either individually or as a member of a "group" as such terms are used in Rule 13d of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), of not more than two percent (2%) of the voting stock of any publicly held corporation, shall not be a violation of this Agreement. For the purposes of this Section, Executive’s undertaking shall encompass all items, products and services that may be used in substitution for Products.
Conflict of Interest. Executive agrees that, during his or her employment with the Company, he or she will not undertake any outside activity, whether or not competitive with the business of the Company or its subsidiaries that could reasonably give rise to a conflict of interest or otherwise interfere with his or her duties and obligations to the Company or any of its subsidiaries.
Nonsolicitation. Executive further agrees that while he or she is employed by the Company and during the Noncompetition Period, Executive will not (i) hire or attempt to hire any employee of the Company or any of its subsidiaries, (ii) hire or attempt to hire any independent contractor providing services to the Company or any of its subsidiaries, (iii) assist in hiring or any attempt to hire anyone identified in clauses (i) or (ii) of this sentence by
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any other Person, (iv) encourage any employee or independent contractor of the Company or any of its subsidiaries to terminate his or her relationship with the Company or any of its subsidiaries, or (v) solicit or encourage any customer or vendor of the Company or any of its subsidiaries to terminate or diminish its relationship with any of them, or, in the case of a customer, to conduct with any Person any competing business or activity. For purposes of Executive’s obligations hereunder during that portion of the Noncompetition Period that follows termination of Executive’s employment, employee, independent contractor, customer or vendor of the Company or any of its subsidiaries shall mean any Person who was such at any time during the twelve (12) months immediately preceding the date of the termination of Executive’s employment.
Upon Employment Separation, you shall deliver to the Company all originals, copies, notes, documents, computer databases, disks, and CDs, or records of any kind that reflect or relate to any Confidential Information. As used herein, the term "notes" means written or printed words, symbols, pictures, numbers or formulae. As used throughout this Agreement, the term "Employment Separation" means the separation from and/or termination of your employment with the Company, regardless of the time, manner or cause of such separation or termination.
Nondisparagement. Executive agrees not to make negative comments or otherwise disparage the Company or its officers, directors, employees, shareholders, agents or products other than in the good faith performance of the Executive’s duties to the Company while the Executive is employed by the Company or for a period of two years thereafter. Similarly, the Company agrees to instruct its directors and executive officers not to make negative comments or otherwise disparage the Executive for a period of two years after the termination of the Executive’s employment with the Company. The foregoing limitations in this Section 5 shall not be violated by truthful statements in response to legal process, required governmental testimony or filings, or administrative or arbitral proceedings (including, without limitation, depositions in connection with such proceedings). Nothing in this Agreement prohibits Executive from reporting possible violations of law to, filing a charge with, or participating in an investigation by any governmental agency, or from receiving an award for information provided to any governmental agency, in each case without notice to the Company. Pursuant to 18 U.S.C. Section 1833(b), Executive shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence to a government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or that is made in a complaint or other document filed under seal in a lawsuit or other proceeding.
6.Inventions.
a)As used throughout this Agreement, the term "Inventions" means any inventions, improvements, designs, plans, discoveries or innovations of a technical or business nature, whether patentable or not, relating in any way to the Company's business or contemplated business if the Invention is conceived or reduced to practice by you during your employment by the Company. Inventions include all data, records, physical embodiments and intellectual property pertaining thereto. Inventions reduced to practice within one year following Employment Separation shall be presumed to have been conceived during employment.
b)Inventions are the Company's exclusive property and shall be promptly disclosed and assigned to the Company without additional compensation of any kind. If requested by the Company, you, your heirs, your executors, your administrators or legal representative will provide any information, documents, testimony or other assistance needed for the Company to acquire, maintain, perfect or exercise any form of legal protection that the Company desires in connection with an Invention.
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c)Upon Employment Separation, you shall deliver to the Company all copies of and all notes with respect to all documents or records of any kind that relate to any Inventions.
7.Termination of Employment.
a) Termination Upon Death or Disability. Your employment will terminate automatically upon your death. The Company will be entitled to terminate your employment because of your disability upon 30 days written notice. "Disability" will mean "total disability" as defined in the Company's long term disability plan or any successor thereto. In the event of a termination under this Section 7(a), the Company will pay you the earned but unpaid portion of your Base Salary through the termination date. Additionally, (i) you will be entitled to any annual incentive cash bonus (“Annual Bonus”) earned with respect to the previous calendar year, but unpaid as of the employment termination date; and a prorated amount of the Annual Bonus for the calendar year in which the termination occurs, calculated by multiplying the Annual Bonus that the Executive would have received for such year had Executive's employment continued through the end of such calendar year by a fraction, the numerator of which is the number of days the Executive was employed during the applicable year and the denominator of which is 365, and (ii) any equity or other long-term incentive awards granted to you (including, without limitation, any restricted shares, restricted stock units, performance shares and stock options) shall be treated in accordance with the terms of the applicable equity incentive plan and award agreement(s) governing such awards.
b)Termination by Company for Cause. An Employment Separation for Cause will occur upon a determination by the Company that "Cause" exists for your termination and the Company serves you written notice of such termination. As used in this Agreement, the term "Cause" shall refer only to any one or more of the following grounds:
(i)Commission of an act of dishonesty involving the Company, its business or property, including, but not limited to, misappropriation of funds or any property of the Company;
(ii)Engagement in activities or conduct clearly injurious to the best interests or reputation of the Company;
(iii)Willful and continued failure substantially to perform your duties under this Agreement (other than as a result of physical or mental illness or injury), after the Board of Directors of the Company delivers to you a written demand for substantial performance that specifically identifies the manner in which the Board believes that you have not substantially performed your duties;
(iv)Illegal conduct or gross misconduct that is willful and results in material and demonstrable damage to the business or reputation of the Company;
(v)The clear and willful violation of any of the material terms and conditions of this Agreement or any other written agreement or agreements you may from time to time have with the Company;
(vi)The clear and willful violation of the Company's code of business conduct or the clear violation of any other rules of behavior as may be provided in any
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employee handbook which would be grounds for dismissal of any employee of the Company; or
(vii)Commission of a crime which is a felony, a misdemeanor involving an act of moral turpitude, or a misdemeanor committed in connection with your employment by the Company which causes the Company a substantial detriment.
No act or failure to act shall be considered "willful" unless it is done, or omitted to be done, by you in bad faith or without reasonable belief that your action or omission was in the best interests of the Company. Any act or failure to act that is based upon authority given pursuant to a resolution duly adopted by the Board of Directors, or the advice of counsel for the Company, shall be conclusively presumed to be done, or omitted to be done, by you in good faith and in the best interests of the Company.
In the event of a termination under this Section 7(b), the Company will pay you only the earned but unpaid portion of your Base Salary through the termination date.
Following a termination for Cause by the Company, if you desire to contest such determination, your sole remedy will be to submit the Company's determination of Cause to arbitration in Columbus, Ohio before a single arbitrator under the commercial arbitration rules of the American Arbitration Association. If the arbitrator determines that the termination was other than for Cause, the Company's sole liability to you will be the amount that would be payable to you under Section 7(d) of this Agreement for a termination of your employment by the Company without Cause. Each party will bear his or its own expenses of the arbitration.
c)Termination by You. In the event of an Employment Separation as a result of a termination by you for any reason, you must provide the Company with at least 14 days’ advance written notice ("Notice of Termination") and continue working for the Company during the 14-day notice period, but only if the Company so desires to continue your employment and to compensate you during such period. In the event of such termination under this Section, the Company will pay you the earned but unpaid portion of your Base Salary through the termination date.
d)Termination by Company Without Cause. In the event of an Employment Separation as a result of termination by the Company without Cause, the Company will pay you the earned but unpaid portion of your Base Salary through the termination date and will continue to pay you your Base Salary in accordance with the Company's payroll practices in effect at the time of the Employment Separation for an additional twenty-four (24) months (the "Severance Period"), subject to your execution and non-revocation of a general release of claims in a form provided by the Company within 30 days after termination of employment; provided, however, any such payments will immediately end if (i) you are in violation of any of your obligations under this Agreement; or (ii) the Company, after your termination, learns of any facts about your job performance or conduct that would have given the Company Cause, as defined in Section 7(b), to terminate your employment. Additionally, (i) you will be entitled to any Annual Bonus earned with respect to the previous calendar year, but unpaid as of the employment termination date; and a prorated amount of the Annual Bonus for the calendar year in which the termination occurs, calculated by multiplying the Annual Bonus that the Executive would have received for such year had Executive's employment continued through the end of such calendar year by a fraction, the numerator of which is the number of days the Executive was employed during the applicable year and the denominator of which is 365,and (ii) the Company shall maintain for your benefit participation in the Company’s group health
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plan (or at your election make COBRA payments for your benefit) for a period of eighteen (18) months. Any equity or other long-term incentive awards granted to you (including, without limitation, any restricted shares, restricted stock units, performance shares and stock options) shall be treated in accordance with the terms of the applicable equity incentive plan and award agreement(s) governing such awards.
e)Termination Following Change in Control. If a "Change in Control", as defined in Section 7(e)(v), shall have occurred and within 13 months following such Change in Control the Company terminates your employment other than for Cause, as defined in Section 7(b), or you terminate your employment for Good Reason, as that term is defined in Section 7(e)(vi), then, in lieu of (and not in addition to) any amounts or benefits payable under Section 7(d), you shall be entitled to the benefits described below:
(i)You shall be entitled to the unpaid portion of your Base Salary plus credit for any vacation accrued but not taken and the amount of any earned but unpaid portion of any bonus, incentive compensation, or any other Fringe Benefit to which you are entitled under this Agreement through the date of the termination as a result of a Change in Control (the "Unpaid Earned Compensation"), plus 2.0 times the sum of (1) your Base Salary in effect at the date of termination, plus (2) your target Annual Bonus (together, the "Salary Termination Benefit").
(ii)Any equity or other long-term incentive awards granted to you (including, without limitation, any restricted shares, restricted stock units, performance shares and stock options) shall be treated in accordance with the terms of the applicable equity incentive plan and award agreement(s) governing such awards.
(iii)The Company shall maintain for your benefit participation in the Company’s group health plan (or at your election make COBRA payments for your benefit), until the earlier of (A) 18 months after termination of employment following a Change in Control, or (B) your commencement of full-time employment with a new employer with comparable benefits, all life insurance, medical, health and accident, and disability plans or programs, such plans or programs to be maintained at the then current standards of the Company, in which you shall have been entitled to participate prior to termination of employment following a Change in Control, provided your continued participation is permitted under the general terms of such plans and programs after the Change in Control ("Fringe Termination Benefit"); (collectively the Salary Termination Benefit and the Fringe Termination Benefit are referred to as the "Termination Benefits").
(iv)The Unpaid Earned Compensation shall be paid to you within 15 days after termination of employment, and subject to your execution and non-revocation of a general release of claims in a form provided by the Company within 30 days after termination of employment, one-half of the Salary Termination Benefit shall be payable to you as severance pay in a lump sum payment within 30 days after termination of employment, and one-half of the Salary Termination Benefit shall be payable to you as severance pay in equal monthly payments commencing 30 days after termination of employment and ending on the date that is the earlier of two and one-half months after the end of the Company's fiscal year in which termination occurred or your death; provided, however, the Company may immediately discontinue the payment of the Termination Benefits if (i) you are in violation of any of your
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obligations under this Agreement; and/or (ii) the Company, after your termination, learns of any facts about your job performance or conduct that would have given the Company Cause as defined in Section 7(b) to terminate your employment. You shall have no duty to mitigate your damages by seeking other employment, and the Company shall not be entitled to set off against amounts payable hereunder any compensation which you may receive from future employment; provided that, to the extent permitted by Code Section 409A, the Company may set off against such amounts any amounts you owe to the Company. To the extent necessary, the parties hereto agree to negotiate in good faith should any amendment to this Agreement be required in order to comply with Section 409A of the Code, provided, however, no amendment shall be effected after the occurrence of a Change in Control.
(v)A "Change in Control" shall be deemed to have occurred if and when, after the date hereof, (i) any "person" (as that term is used in Sections 13(d) and 14(d) of the Exchange Act on the date hereof), including any "group" as such term is used in Section 13(d)(3) of the Exchange Act on the date hereof, shall acquire (or disclose the previous acquisition of beneficial ownership (as that term is defined in Section 13(d) of the Exchange Act and the rules thereunder on the date hereof) of shares of the outstanding stock of any class or classes of the Company which results in such person or group possessing more than 50% of the total voting power of the Company's outstanding voting securities ordinarily having the right to vote for the election of directors of the Company; or (ii) as the result of, or in connection with, any tender or exchange offer, merger or other business combination, or contested election, or any combination of the foregoing transactions (a "Transaction"), the owners of the voting shares of the Company outstanding immediately prior to such Transaction own less than a majority of the voting shares of the Company after the Transaction; or (iii) during any period of two consecutive years during the term of this Agreement, individuals who at the beginning of such period constitute the Board of Directors of the Company (or who take office following the approval of a majority of the directors then in office who were directors at the beginning of the period) cease for any reason to constitute at least one-half thereof, unless the election of each director who was not a director at the beginning of such period has been approved in advance by directors of the Company representing at least one-half of the directors then in office who were directors at the beginning of the period; or (iv) the sale, exchange, transfer, or other disposition of all or substantially all of the assets of the Company (a "Sale Transaction") shall have occurred. Notwithstanding the foregoing, an event shall not be treated as a "Change in Control" hereunder unless such event also constitutes a change in the ownership or effective control of a corporation, or a change in the ownership of a substantial portion of the assets of a corporation pursuant to Section 409A of the Internal Revenue Code of 1986, as amended (the "Code") and the treasury regulations and other official guidance promulgated thereunder (collectively, "Code Section 409A").
(vi)As used in this Agreement, the term "Good Reason" means, without your written consent:
(A)a material change in your status, position or responsibilities that constitutes a material diminution of your authority, duties or responsibilities as in effect immediately prior to the Change in Control (provided that you are continuing to serve as chief executive officer of the Company’s business following a Change in Control
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shall not, by itself, constitute Good Reason); the assignment of any duties or responsibilities or the removal or termination of duties or responsibilities (except in connection with the termination of employment for total and permanent disability, death, or Cause, or by you other than for Good Reason), which are materially inconsistent with such status, position or responsibilities;
(B)a reduction by the Company in your Base Salary as in effect on the date hereof or as the same may be increased from time to time during the term of this Agreement;
(C)the relocation of the Company's principal executive offices to a location outside the greater Columbus metropolitan area or the relocation of you by the Company to any place other than the location at which you performed duties prior to a Change in Control, in either case only if to a location that is more than 50 miles from the Executive’s location where he regularly performed his duties prior to the Change in Control, except for required travel on the Company's business to an extent consistent with business travel obligations at the time of a Change in Control;
(D)the failure of the Company to continue in effect, or to continue your participation in, or any material reduction of your participation in, any incentive, bonus or other compensation plan in which you participate, including but not limited to the Company's stock option plans, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan), has been made or offered with respect to such plan in connection with the Change in Control;
(E)the failure by the Company to continue to provide you with benefits substantially similar to those enjoyed or to which you are entitled under any of the Company's deferred compensation, pension, profit sharing, life insurance, medical, dental, health and accident, or disability plans at the time of a Change in Control, the taking of any action by the Company which would directly or indirectly materially reduce any of such benefits or deprive you of any material fringe benefit enjoyed or to which you are entitled at the time of the Change in Control, or the failure by the Company to provide the number of paid vacation and sick leave days to which you are entitled on the basis of years of service with the Company in accordance with the Company's normal vacation policy in effect on the date hereof;
(F)the failure of the Company to obtain a satisfactory agreement from any successor or assign of the Company to assume and agree to perform this Agreement;
(G)any request by the Company that you participate in an unlawful act or take any action constituting a breach of your professional standard of conduct; or
(H)any material breach of this Agreement by the Company that remains uncured following the notice and Cure Period described in clause (I) below. Notwithstanding anything in this Section to the contrary, your right to terminate your employment pursuant to this Section shall not be affected by incapacity due to physical or mental illness.
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(I)You shall not be deemed to have terminated your employment for Good Reason unless (i) you notify the Company in writing of the first occurrence of the Good Reason condition within 90 days of the first occurrence of such condition; (ii) you cooperate in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”), to remedy the condition; (iii) notwithstanding such efforts, the Good Reason condition continues to exist; and (iv) you terminate your employment within 30 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.
(vii)Upon any termination or expiration of this Agreement or any cessation of your employment hereunder, the Company shall have no further obligations under this Agreement and no further payments shall be payable by the Company to you, except as provided in Section 7 above and except as required under any benefit plans or arrangements maintained by the Company and applicable to you at the time of such termination, expiration or cessation of your employment.
Enforcement of Agreement. The Company is aware that upon the occurrence of a Change in Control, the Board of Directors or a shareholder of the Company may then cause or attempt to cause the Company to refuse to comply with its obligations under this Agreement, or may cause or attempt to cause the Company to institute, or may institute litigation seeking to have this Agreement declared unenforceable, or may take or attempt to take other action to deny you the benefits intended under this Agreement. In these circumstances, the purpose of this Agreement could be frustrated. Accordingly, if following a Change in Control it should appear to you that the Company has failed to comply with any of its obligations under Section 7 of this Agreement or in the event that the Company or any other person takes any action to declare Section 7 of this Agreement void or unenforceable, or institutes any litigation or other legal action designed to deny, diminish or to recover from you the benefits entitled to be provided to you under Section 7, and that you have complied with all your obligations under this Agreement, the Company authorizes you to retain counsel of your choice, at the expense of the Company as provided in this Section 7(e)(viii), to represent you in connection with the initiation or defense of any pre-suit settlement negotiations, litigation or other legal action, whether such action is by or against the Company or any Director, officer, shareholder, or other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company consents to you entering into an attorney-client relationship with such counsel, and in that connection the Company and you agree that a confidential relationship shall exist between you and such counsel, except with respect to any fee and expense invoices generated by such counsel. The reasonable fees and expenses of counsel selected by you as hereinabove provided shall be paid or reimbursed to you by the Company on a regular, periodic basis upon presentation by you of a statement or statements prepared by such counsel in accordance with its customary practices, up to a maximum aggregate amount of $150,000. Any legal expenses incurred by the Company by reason of any dispute between the parties as to enforceability of Section 7 or the terms contained in this Section 7(e)(viii) shall be the Company’s own responsibility; provided, however, that if a court or arbitrator finally determines that your claim or defense was
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frivolous or brought in bad faith, you shall repay the Company for any amounts advanced to you under this Section 7(e)(vii).
f)The Noncompetition Period described in Section 5 of this Agreement shall be suspended while you engage in any activities in breach of this Agreement. In the event that a court grants injunctive relief to the Company for your failure to comply with Section 5, the Noncompetition Period shall begin again on the date such injunctive relief is granted.
g)Nothing contained in this Section 7 shall be construed as limiting your obligations under Sections 5 and 6 of this Agreement concerning Confidential Information, Inventions, or Noncompetition and Non-solicitation.
8.Remedies; Venue; Process.
You hereby acknowledge and agree that the Confidential Information disclosed to you prior to and during the term of this Agreement is of a special, unique and extraordinary character, and that any breach of this Agreement will cause the Company irreparable injury and damage, and consequently the Company shall be entitled, in addition to all other legal and equitable remedies available to it, to injunctive and any other equitable relief to prevent or cease a breach of Section 5 of this Agreement without further proof of harm and entitlement; that the terms of this Agreement, if enforced by the Company, will not unduly impair your ability to earn a living or pursue your vocation; and further, that the Company may cease paying any compensation and benefits under Section 7 if you fail to comply with this Agreement, without restricting the Company from other legal and equitable remedies. The parties agree that the prevailing party in litigation concerning a breach of this Agreement shall be entitled to all costs and expenses (including reasonable legal fees and expenses) which it incurs in successfully enforcing this Agreement and in prosecuting or defending any litigation (including appellate proceedings) concerning a breach of this Agreement.
a)Except for actions brought under Section 7(b) of this Agreement, the parties agree that jurisdiction and venue in any action brought pursuant to this Agreement to enforce its terms or otherwise with respect to the relationships between the parties shall properly lie in either the United States District Court for the Southern District of Ohio, Eastern Division, Columbus, Ohio, or the Court of Common Pleas of Franklin County, Ohio. Such jurisdiction and venue is exclusive, except that the Company may bring suit in any jurisdiction and venue where jurisdiction and venue would otherwise be proper if you may have breached Section 5 of this Agreement. The parties further agree that the mailing by certified or registered mail, return receipt requested, of any process required by any such court shall constitute valid and lawful service of process against them, without the necessity for service by any other means provided by statute or rule of court.
9.Exit Interview. Prior to Employment Separation, you shall attend an exit interview if desired by the Company and shall, in any event, inform the Company at the earliest possible time of the identity of your future employer and of the nature of your future employment.
10.No Waiver. Any failure by the Company to enforce any provision of this Agreement shall not in any way affect the Company's right to enforce such provision or any other provision at a later time.
11.Saving. If any provision of this Agreement is later found to be completely or partially unenforceable, the remaining part of that provision or any other provision of this
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Agreement shall still be valid and shall not in any way be affected by the finding. Moreover, if any provision is for any reason held to be unreasonably broad as to time, duration, geographical scope, activity or subject, such provision shall be interpreted and enforced by limiting and reducing it to preserve enforceability to the maximum extent permitted by law.
12.No Limitation. You acknowledge that your employment by the Company may be terminated at any time by the Company or by you with or without cause in accordance with the terms of this Agreement. This Agreement is in addition to and not in place of other obligations of trust, confidence and ethical duty imposed on you by law.
13.Governing Law. This Agreement shall be interpreted and enforced in accordance with the laws of the State of Ohio without reference to its choice of law rules.
14.Final Agreement. This Agreement replaces any existing agreement between you and the Company relating to the same subject matter and may be modified only by an agreement in writing signed by both you and a duly authorized representative of the Company.
15.Further Acknowledgments. YOU ACKNOWLEDGE THAT YOU HAVE RECEIVED A COPY OF THIS AGREEMENT, THAT YOU HAVE READ AND UNDERSTOOD THIS AGREEMENT, THAT YOU UNDERSTAND THIS AGREEMENT AFFECTS YOUR RIGHTS, AND THAT YOU HAVE ENTERED INTO THIS AGREEMENT VOLUNTARILY.
16.Code Section 409A Compliance.
a)The intent of the parties is that payments and benefits under this Agreement comply with Code Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the parties hereto of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A.
b)An "Employment Separation" shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following an Employment Separation unless such Employment Separation is also a "separation from service" within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to an Employment Separation or like terms shall mean "separation from service." If the Executive is deemed on the date of termination to be a "specified employee" within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered deferred compensation under Code Section 409A payable on account of a "separation from service," such payment or benefit shall be made or provided at the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such "separation from service" of the Executive, and (ii) the date of the Executive's death (the "Delay Period"). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.
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c)All expenses or other reimbursements under this Agreement shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive (provided that if any such reimbursements constitute taxable income to the Executive, such reimbursements shall be paid no later than March 15th of the calendar year following the calendar year in which the expenses to be reimbursed were incurred), and no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year.
d)For purposes of Code Section 409A, the Executive's right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., "payment shall be made within thirty (30) days"), the actual date of payment within the specified period shall be within the sole discretion of the Company.
e)In no event shall any payment under this Agreement that constitutes "deferred compensation" for purposes of Code Section 409A be offset by any other payment pursuant to this Agreement or otherwise.
f)Notwithstanding any other provision of this Agreement or any other plan, arrangement, or agreement to the contrary, if any of the payments or benefits provided or to be provided by the Company Group to the Executive or for the Executive’s benefit pursuant to the terms of this Agreement or otherwise (“Covered Payments”) constitute parachute payments within the meaning of Section 280G of the Code, and would, but for this Section 16, be subject to the excise tax imposed under Section 4999 of the Code (or any successor provision thereto) or any similar tax imposed by state or local law or any interest or penalties with respect to such taxes (collectively, the “Excise Tax”), then prior to making the Covered Payments, a calculation shall be made comparing (i) the Net Benefit (as defined below) to the Executive of the Covered Payments after payment of the Excise Tax to (ii) the Net Benefit to the Executive if the Covered Payments are limited to the extent necessary to avoid being subject to the Excise Tax. Only if the amount calculated under subparagraph (i) above is less than the amount under subparagraph (ii) above will the Covered Payments be reduced to the minimum extent necessary to ensure that no portion of the Covered Payments is subject to the Excise Tax. “Net Benefit” shall mean the present value of the Covered Payments net of all federal, state, local, and foreign income, employment, and excise taxes. All incentive-based compensation paid or payable to the Executive shall be subject to recoupment under any clawback policy adopted by the Company or required by applicable law or stock exchange listing standards.
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Page 13 of #NUM_PAGES# Change in Control & Non-Competition Agreement
Commercial Vehicle Group, Inc.:
By _/s/ William Johnson____
William Johnson
Chairman of the Board of Directors
Executive:
/s/ David Ruppel__
David Ruppel
President and Chief Executive Officer
Page 14 of #NUM_PAGES# Change in Control & Non-Competition Agreement
EX-10.3
EX-10.3
Filename: exhibit103raytransition.htm · Sequence: 4
Document
Exhibit 10.3
TRANSITION AND RETIREMENT AGREEMENT
This TRANSITION AND RETIREMENT AGREEMENT (this "Agreement") is made as of October 30, 2026, by and between Commercial Vehicle Group, Inc., a Delaware corporation (the "Company"), and James R. Ray, Jr. ("You"). The Company and You are each a "Party" and are collectively referred to herein as the "Parties".
WHEREAS, You have served as the President and Chief Executive Officer of the Company since December 20, 2023, pursuant to the offer letter between You and the Company dated December 8, 2023 (the "Offer Letter"), and have served as a member of the Board of Directors of the Company (the "Board") since March 2020;
WHEREAS, You and the Company are parties to that certain Change in Control & Non-Competition Agreement, dated as of December 20, 2023 (the "CIC Agreement");
WHEREAS, You have been granted the awards of restricted stock and the performance awards specified in Exhibit A (collectively, the "Equity Awards") pursuant to the Commercial Vehicle Group, Inc. 2020 Equity Incentive Plan, as amended and restated from time to time (the "Plan"), and the award agreements evidencing such Equity Awards (each, an "Award Agreement");
WHEREAS, the Board has appointed a successor President and Chief Executive Officer of the Company effective as of November 9, 2026 (the "Transition Date"), and You have advised the Company of your intention to retire from the Company; and
WHEREAS, the Parties desire to provide for an orderly transition of your duties and responsibilities and to set forth the terms of your continued employment with the Company from the Transition Date through January 5, 2027 (the "Retirement Date") and the terms of your retirement from the Company as of the Retirement Date.
NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree to the following:
1.Resignation from Positions; Transition Period.
(a)Resignation from Positions. Effective as of the Transition Date, You hereby resign, and shall be deemed to have resigned, as President and Chief Executive Officer of the Company, as a member of the Board and any committee thereof, and from each other position You hold as an officer, director, manager, trustee, committee member or fiduciary of the Company, any of its subsidiaries or affiliates, or any employee benefit plan of the Company or its subsidiaries (the Company and its subsidiaries and affiliates, collectively, the "Company Group"), in each case other than your position as an employee of the Company as described in Section 1(b). You acknowledge and agree that your resignation from the Board is not the result of any disagreement with the Company on any matter relating to its operations, policies or practices. You shall execute such additional documentation as the Company may reasonably request to confirm or effectuate the foregoing, provided that the resignations set forth in this Section 1(a) shall be effective as of the Transition Date whether or not any such documentation is executed.
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(b)Transition Period. From the Transition Date through the Retirement Date (the "Transition Period"), You shall continue to be employed by the Company as a non-executive employee with the title of Senior Advisor. During the Transition Period, You shall report to the Chief Executive Officer of the Company and shall provide such transition and advisory services as the Chief Executive Officer or the Board may reasonably request from time to time, including assisting with the orderly transition of your duties, responsibilities, knowledge and business relationships to your successor, and shall devote such business time and attention to such services as is reasonably necessary to perform them. You may perform such services remotely except to the extent the Chief Executive Officer reasonably requests otherwise. During the Transition Period, You shall not be an executive officer of the Company, shall have no authority to, and shall not, bind or hold yourself out as having authority to bind any member of the Company Group, and shall comply with all policies of the Company applicable to employees, including the Company's insider trading policy.
(c)Acknowledgement. You acknowledge and agree that the changes in your title, positions, duties, responsibilities, authority, reporting relationships and compensation contemplated by this Agreement are made with your consent and shall not constitute "Good Reason," a termination without "Cause," or any other event that would entitle You to any severance payment, salary continuation, bonus, benefit continuation, accelerated vesting or other termination-related payment or benefit under the CIC Agreement (including Section 7 thereof), the Offer Letter, the Plan, any Award Agreement or any other plan, program, policy, agreement or arrangement of the Company Group, and You hereby irrevocably waive any claim to the contrary.
(d)Early Termination. If, prior to the Retirement Date, (i) the Company terminates your employment without Cause (as defined in the CIC Agreement), or your employment terminates by reason of your death or Disability (as defined in the CIC Agreement), then, subject to your (or your estate's) satisfaction of the conditions set forth in Section 4 (other than the requirement of continued employment through the Retirement Date), the date of such termination shall be treated as the Retirement Date for all purposes of this Agreement and, in addition to the Retirement Benefits, the Company shall pay You (or your estate) the base salary You would have received under Section 2(a) had You remained employed through January 5, 2027, in a lump sum within thirty (30) days following such termination; or (ii) the Company terminates your employment for Cause or You resign from employment for any reason, then You shall be entitled only to the Accrued Obligations (as defined below) and shall forfeit any right to the Retirement Benefits.
2.Transition Period Compensation. During the Transition Period, (a) the Company shall continue to pay You your base salary at the annual rate in effect on the date hereof, prorated for partial periods and payable in accordance with the Company's regular payroll practices; (b) You shall remain eligible to receive the 2026 Annual Bonus as provided in Section 4(a); (c) as an employee of the Company, You shall remain eligible to participate in the employee benefit plans of the Company in which You participate as of the date hereof, subject to the terms and conditions of such plans as in effect from time to time; and (d) the Equity Awards shall continue to be governed by, and shall continue to vest in accordance with, the terms of the Plan and the applicable Award Agreements. You acknowledge that You shall not be entitled to any other compensation in respect of the Transition Period and shall not be eligible to receive any equity or other long-term incentive award, or to participate in any annual incentive plan, in respect of fiscal year 2027 or any later period.
3.Retirement; Accrued Obligations. Effective as of the Retirement Date, your employment with the Company Group shall terminate by reason of your voluntary retirement, and You shall cease to be an employee of each member of the Company Group for all purposes. Whether or not
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You enter into this Agreement, the Company shall pay or provide to You, to the extent not already paid or provided: (a) your earned but unpaid base salary through the Retirement Date, payable on the Company's first regular payroll date following the Retirement Date; (b) any accrued but unused vacation, to the extent payable under the Company's policies or applicable law; (c) reimbursement of any unreimbursed business expenses properly incurred prior to the Retirement Date in accordance with Company policy; (d) any vested benefits to which You are entitled under the employee benefit plans of the Company Group (including the Company's 401(k) plan), in accordance with and subject to the terms of such plans; and (e) continuation coverage under the Company's group health plans at your sole expense to the extent provided by Section 4980B of the Internal Revenue Code of 1986, as amended (the "Code") (collectively, the "Accrued Obligations"). The Parties agree that this Agreement satisfies, and the Company hereby waives, the advance written notice requirement set forth in Section 7(c) of the CIC Agreement.
4.Retirement Benefits. Subject to (i) your execution and non-revocation of this Agreement, (ii) your execution, on or within five (5) business days following the Retirement Date, and non-revocation of the Reaffirmation attached hereto as Exhibit B (the "Reaffirmation"), (iii) except as provided in Section 1(d), your continued employment with the Company through the Retirement Date, and (iv) your continued compliance with this Agreement and the Continuing Obligations (as defined below), the Company shall provide You with the following (collectively, the "Retirement Benefits"):
(a)2026 Annual Bonus. You shall remain eligible to receive an annual incentive bonus for the Company's 2026 fiscal year under the Company's annual incentive plan (the "2026 Annual Bonus"), in an amount determined by the Compensation Committee of the Board (the "Committee") based on the actual level of achievement of the applicable performance goals for the 2026 fiscal year, on the same basis as the other senior executive officers of the Company and without proration. The 2026 Annual Bonus, if any, shall be paid to You in a cash lump sum at the same time annual bonuses for the 2026 fiscal year are paid to the other senior executive officers of the Company, and in no event later than March 15, 2027. For the avoidance of doubt, You shall not be eligible for any annual incentive bonus in respect of the 2027 fiscal year.
(b)Retirement Treatment of Equity Awards. The Company and You acknowledge and agree that your termination of employment on the Retirement Date constitutes a termination of employment other than for Cause on or after your "Rule of 66 Date" (as defined in the applicable Award Agreements) and a "Retirement" for purposes of the Plan, and that the Board, with the approval of a majority of its independent directors, has approved such treatment. Accordingly, the Equity Awards shall receive the retirement treatment provided for in the Plan and the applicable Award Agreements, which the Parties agree is as follows: (i) each award of restricted shares of the Company's common stock listed on Exhibit A that remains outstanding and unvested as of the Retirement Date (collectively, the "Unvested Restricted Shares") shall vest and become nonforfeitable as of the Retirement Date, and the Company shall release the certificates (or book-entry positions) representing the Unvested Restricted Shares to You, net of any shares withheld to satisfy applicable tax withholding obligations in accordance with the applicable Award Agreement, within thirty (30) days following the Retirement Date; and (ii) each performance award listed on Exhibit A (whether payable in shares of the Company's common stock or in cash) that remains outstanding and unearned as of the Retirement Date (collectively, the "Performance Awards") shall not be forfeited upon the Retirement Date and shall instead be earned on a pro rata basis and paid based on the actual level of achievement of the applicable performance goals measured through the end of the applicable performance period, as determined by the Committee, as if You had remained an active employee of the Company through the end of such performance period (including the vesting date specified in the applicable Award Agreement), with the pro rata portion determined by multiplying the amount so earned by a fraction, the numerator of which is the number of days from the first day of the
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applicable performance period through and including the Retirement Date and the denominator of which is the total number of days in the applicable performance period, as set forth on Exhibit A. Any earned Performance Award shall be paid or settled at the same time Performance Awards for the same performance period are paid or settled to the other participants in accordance with the applicable Award Agreement, and in no event later than March 15 of the calendar year following the calendar year in which the applicable performance period ends. Any portion of a Performance Award that is not earned in accordance with this Section 4(b) shall be forfeited for no consideration. The Unvested Restricted Shares granted on June 10, 2025 and June 2, 2026 shall not be disposed of, directly or indirectly, for a period of one-year after vesting.
(c)2024 Performance Award. The Parties acknowledge that the performance period applicable to the performance award granted to You on March 28, 2024 ends on December 31, 2026, prior to the Retirement Date, and that such award shall be earned and paid in accordance with its terms based on actual performance and without proration, at the same time such awards are paid to the other participants.
(d)Equity Awards Generally. Except as expressly provided in this Section 4, the Equity Awards shall remain subject in all respects to the terms of the Plan and the applicable Award Agreements. You acknowledge that, except for the Equity Awards listed on Exhibit A, You hold no other equity or equity-based awards of any member of the Company Group, and that any Equity Award (or portion thereof) that does not vest or become earned pursuant to this Agreement or the applicable Award Agreement shall be forfeited for no consideration.
(e)Sufficiency of Consideration. You acknowledge and agree that the Retirement Benefits, including the 2026 Annual Bonus and the Company's agreement to the treatment of the Equity Awards set forth in this Section 4, include payments and benefits to which You would not otherwise be entitled upon a voluntary termination of employment under the CIC Agreement, the Offer Letter or otherwise, and constitute good and valuable consideration for the release and other covenants set forth in this Agreement and the Reaffirmation.
5.No Other Compensation; Effect on Existing Agreements. You acknowledge and agree that (a) your retirement as of the Retirement Date constitutes a voluntary termination of employment by You; (b) You are not entitled to, and hereby waive any claim to, any severance payment, salary continuation, bonus, benefit continuation, accelerated or continued vesting or other termination-related payment or benefit under Section 7 of the CIC Agreement, the Offer Letter or any severance plan, program, policy or arrangement of the Company Group; and (c) the Retirement Benefits and the other payments and benefits provided under this Agreement are in full satisfaction of, and replace and supersede, the compensation and termination-related provisions of the Offer Letter and the CIC Agreement (including Sections 1, 2, 3, 4 and 7 of the CIC Agreement), which provisions shall be of no further force or effect as of the Effective Date (as defined below). Notwithstanding the foregoing, Sections 5, 6, 8, 9, 10, 11, 13 and 16 of the CIC Agreement, and the restrictive covenant, confidentiality and intellectual property provisions of the Award Agreements (collectively, the "Surviving Provisions"), shall remain unchanged and shall continue in full force and effect and be enforceable in accordance with their terms, and nothing in this Agreement shall limit or otherwise affect the Surviving Provisions.
6.Release. In consideration of and subject to the performance by the Company of its material obligations under Sections 2, 3 and 4 of this Agreement and in consideration of the benefits to You hereunder, You do hereby voluntarily, unconditionally, irrevocably and absolutely release and forever discharge the Company and each other member of the Company Group, and all of their respective
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present and former stockholders, directors, officers, employees, agents, representatives, attorneys, insurers, benefit plans (and the fiduciaries and administrators of such plans), successors and assigns (collectively, the "Released Parties"), from any and all claims, suits, controversies, actions, causes of action, cross-claims, counter-claims, demands, debts, compensatory damages, losses, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys' fees, or liabilities of any nature whatsoever, both past and present and whether known or unknown, in law or equity, suspected or claimed (each, a "Claim"), against the Company or any of the Released Parties which You or any of your heirs, executors, administrators, successors or assigns may have, including (without limitation) (a) from the beginning of time through the date upon which You execute this Agreement; (b) arising from or in any way related to your employment or service with, or the termination of your employment or service with, any of the Released Parties through the date upon which You execute this Agreement; (c) arising from or in any way related to any agreement with any of the Released Parties, including the Offer Letter and the CIC Agreement, through the date upon which You execute this Agreement; and/or (d) arising from or in any way related to awards, policies, plans, programs or practices of any of the Released Parties that may apply to You or in which You participate through the date upon which You execute this Agreement, in each case, including, but not limited to, under any federal, state or local law, act, statute, code, order, judgment, injunction, ruling, decree or writ, ordinance or regulation, including, but not limited to, any Claims under Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1967 (the "ADEA"), the Older Workers Benefit Protection Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act of 1974 (other than claims for vested benefits), the Family and Medical Leave Act, the Equal Pay Act, the Worker Adjustment and Retraining Notification Act, the Sarbanes-Oxley Act of 2002, Section 1981 of the Civil Rights Act of 1866, Chapter 4112 of the Ohio Revised Code, and any other federal, state or local law relating to employment, discrimination, retaliation, wages or compensation, each as amended, and any Claim under common law, including Claims for breach of contract, wrongful discharge, promissory estoppel, defamation, infliction of emotional distress or any other tort. It is your intention in executing this Agreement that it will be effective as a bar to each and every Claim mentioned or implied in this Agreement. Notwithstanding the foregoing, your release under this Section 6 does not discharge or waive (i) any rights to payments and benefits provided under this Agreement, including the Accrued Obligations and the Retirement Benefits; (ii) any rights to indemnification, advancement of expenses or contribution You may have under the Company's certificate of incorporation or bylaws, any indemnification agreement between You and the Company, applicable law or any directors' and officers' liability insurance policy maintained by the Company Group; (iii) any claims You may have solely in your capacity as a stockholder of the Company; (iv) claims for vested and/or accrued benefits under employee benefit plans in accordance with the terms and conditions and subject to the applicable governing documents thereof; (v) claims that cannot be waived under applicable law; or (vi) any Claim arising from acts or omissions occurring after the date upon which You execute this Agreement.
7.Protected Rights. Nothing in this Agreement, the Reaffirmation, the CIC Agreement, any Award Agreement or any other agreement between You and any member of the Company Group shall prohibit or restrict You from (a) filing a charge or complaint with, communicating with, providing information to, or participating in any investigation or proceeding conducted by, the Securities and Exchange Commission, the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Ohio Civil Rights Commission or any other federal, state or local governmental agency or commission (each, a "Government Agency"), in each case without notice to or consent from the Company; (b) receiving an award for information provided to any Government Agency, including under Section 21F of the Exchange Act; (c) exercising any rights You may have under Section 7 of the National Labor Relations Act; (d) testifying truthfully in any legal proceeding; or (e) making other disclosures that are protected under the whistleblower provisions of
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applicable law. Notwithstanding the foregoing, to the maximum extent permitted by law, You waive any right to recover any individual monetary relief from the Released Parties in connection with any charge, complaint or proceeding described in clause (a), other than an award from a Government Agency for information provided to such Government Agency. Pursuant to the Defend Trade Secrets Act of 2016, You acknowledge that You shall not have criminal or civil liability under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, and (B) solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
8.Cooperation. During the Transition Period and thereafter, upon the receipt of reasonable notice from the Company (including outside counsel), You agree that You will respond and provide information with regard to matters in which You have knowledge as a result of your employment with or service to the Company Group, and will provide reasonable assistance to the Company Group and its representatives in the defense of all claims that may be made against any member of the Company Group, and will assist the Company Group in the prosecution of all claims that may be made by any member of the Company Group, to the extent that such claims may relate to the period of your employment with or service to the Company Group. You agree to promptly inform the Company if You become aware of any lawsuit involving such claims that may be filed or threatened against any member of the Company Group. You also agree to promptly inform the Company (to the extent that You are legally permitted to do so) if You are asked to assist in any investigation of any member of the Company Group (or their actions), regardless of whether a lawsuit or other proceeding has then been filed against any member of the Company Group with respect to such investigation, and shall not do so unless legally required; provided that nothing in this Section 8 shall limit your rights under Section 7. Following the Retirement Date, the Company shall use reasonable efforts to schedule any such cooperation so as not to unreasonably interfere with your other business or personal commitments, and shall reimburse You for reasonable, documented out-of-pocket expenses incurred in connection with such cooperation.
9.Continuing Obligations. You acknowledge and agree that the Surviving Provisions, including the confidentiality, non-competition, non-solicitation, non-disparagement, inventions and intellectual property assignment, and return of property obligations set forth in Sections 5 and 6 of the CIC Agreement and in the Award Agreements (collectively, the "Continuing Obligations"), shall continue to apply in accordance with their terms, and that for purposes of the Continuing Obligations the termination of your employment shall be deemed to occur on the Retirement Date. The Company acknowledges that its obligations under the second sentence of the non-disparagement provision of Section 5 of the CIC Agreement shall continue to apply in accordance with their terms, and the Company shall instruct the members of the Board and the executive officers of the Company not to make negative comments about or otherwise disparage You during the period provided therein. Nothing in this Section 9 shall limit your rights under Section 7 or prevent either Party from making truthful statements in response to legal process, required governmental testimony or filings, or in administrative, arbitral or judicial proceedings.
10.Return of Property. On or prior to the Retirement Date (or such earlier time as requested by the Company), You shall return all property belonging to the Company Group (including, but not limited to, any Company-provided laptops, computers, cell phones, wireless electronic mail devices or other equipment, credit cards, keys and access cards, and all documents, records and other property belonging to the Company Group, including all Confidential Information and Documents (each as defined in the CIC Agreement)), without destruction, manipulation or removal of any information other than personal information. You may retain your personal contacts and similar address books, provided
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that such items only include contact information, and copies of this Agreement, the Offer Letter, the CIC Agreement, the Award Agreements and documents relating to your personal compensation and benefits.
11.Indemnification; Insurance. Nothing in this Agreement shall limit or otherwise affect any rights You have to indemnification, advancement of expenses or contribution under the Company's certificate of incorporation or bylaws, any indemnification agreement between You and the Company or applicable law, in each case with respect to your service as an officer, director or employee of any member of the Company Group, and the Company shall continue to cover You under its directors' and officers' liability insurance policies with respect to such service on the same basis as other former officers and directors of the Company.
12.Representations and Acknowledgements. You understand that You may later discover Claims or facts that may be different than, or in addition to, those which You now know or believe to exist with regard to the subject matter of the general release contained in Section 6, and which, if known at the time of executing this Agreement, may have materially affected the general release or your decision to enter into this Agreement. You hereby waive any right or Claim that might arise as a result of such different or additional Claims or facts. You represent to each of the Released Parties that at no time prior to the execution of this Agreement have You filed or caused or permitted the filing of any Claim which You may now have or have ever had against any of the Released Parties. You represent that You have made no assignment or transfer of any right or Claim covered by this Agreement and You agree that You are not aware of any such right or Claim. You further represent that You have been paid all compensation due and owing to You through the date hereof, that You have received all leave to which You were entitled, and that You are not aware of any facts that would constitute a violation by any member of the Company Group of any law, regulation or Company policy that You have not reported to the Company. Notwithstanding the foregoing, You acknowledge that You are not waiving and are not being required to waive any right that cannot be waived under law, including the rights described in Section 7.
13.Voluntary Execution; Consideration and Revocation Periods. You acknowledge that You have entered into this Agreement voluntarily, freely, without coercion and for good and valuable consideration, that You have been advised by the Company in writing to consult with counsel of your choice, that You have had adequate opportunity to so consult, and that You have been given all time periods required by law to consider this Agreement (the "Consideration Period"). You understand that You have twenty-one (21) calendar days following your receipt of this Agreement to consider the terms of this Agreement. You may execute this Agreement sooner, but agree that such execution will represent your knowing and voluntary waiver of the remainder of the Consideration Period, and that any changes to this Agreement, whether material or immaterial, shall not restart the Consideration Period. You further acknowledge that within the seven (7) day period following your execution of this Agreement (the "Revocation Period"), You will have the unilateral right to revoke this Agreement, and the Company's obligations hereunder will become effective only upon the expiration of the Revocation Period without your revocation hereof. Such revocation must be in writing and must be delivered by email to Aneezal H. Mohamed, Chief Legal Officer, at Aneezal.Mohamed@cvgrp.com. In order to be effective, notice of your revocation of this Agreement must be received by the Company on or before the last day of the Revocation Period. On the eighth (8th) day after You have executed this Agreement without revoking your consent, this Agreement shall become effective and irrevocable (the "Effective Date"). If You revoke this Agreement, the resignations set forth in Section 1(a) shall nonetheless remain effective as of the Transition Date, and You shall not be entitled to the Retirement Benefits.
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14.Section 409A. The Parties intend that the payments and benefits under this Agreement be exempt from, or comply with, Section 409A of the Code and the Treasury Regulations and other official guidance promulgated thereunder (collectively, "Section 409A"), and this Agreement shall be interpreted and administered consistent with such intent. Each payment under this Agreement shall be treated as a separate payment for purposes of Section 409A, and any payment that is to be made within a specified period following a date shall be made at such time within such period as the Company determines in its sole discretion. To the extent any payment or benefit under this Agreement that constitutes nonqualified deferred compensation subject to Section 409A is payable upon your termination of employment, such payment or benefit shall be made or provided only upon your "separation from service" within the meaning of Section 409A, and if You are a "specified employee" (within the meaning of Section 409A) on the date of such separation from service, such payment or benefit shall be delayed to the extent required by, and in the manner set forth in, Section 16(b) of the CIC Agreement. To the extent any period during which You may consider and execute this Agreement or the Reaffirmation begins in one calendar year and ends in the following calendar year, any payment conditioned thereon that constitutes nonqualified deferred compensation subject to Section 409A shall be made in the later calendar year. In no event shall any member of the Company Group be liable for any additional tax, interest or penalty that may be imposed on You under Section 409A.
15.Clawback. You acknowledge and agree that the 2026 Annual Bonus, the Equity Awards and any other incentive-based compensation paid or payable to You by the Company Group are and shall remain subject to recoupment in accordance with the Company's Clawback Policy on Incentive Compensation and Time-Based Equity Grants Upon the Material Restatement of Financial Statements, as in effect from time to time, and any other clawback or recoupment policy of the Company required by applicable law or stock exchange listing standards (collectively, the "Clawback Policy"), and that the terms of the Clawback Policy shall survive the Retirement Date.
16.Entire Agreement; Assignment; Amendments. Except as otherwise expressly provided herein, this Agreement (including the Exhibits hereto) constitutes the entire agreement between You and the Company with respect to the subject matter hereof and supersedes any and all prior agreements or understandings between You and the Company with respect to the subject matter hereof, whether written or oral; provided that the Plan, the Award Agreements (as applied in accordance with Section 4), the Surviving Provisions, the Clawback Policy and any indemnification agreement between You and the Company shall remain in full force and effect in accordance with their terms. The Parties represent that, in executing this Agreement, each Party has not relied upon any representation or statement made by the other Party, other than those set forth in this Agreement, with regard to the subject matter, basis or effect of this Agreement. You acknowledge that, except as provided in this Agreement or as otherwise required by applicable law, You will not receive any additional compensation, severance or other benefits of any kind following the Retirement Date. You shall not assign any rights, or delegate or subcontract any obligations, under this Agreement, except that your rights to payments hereunder shall inure to the benefit of your estate and heirs upon your death. The Company may assign all rights and obligations of this Agreement to any successor to all or substantially all of the business or assets of the Company, and shall require any such successor to expressly assume this Agreement. This Agreement may be amended or modified only by a written instrument executed by You and an authorized representative of the Company.
17.No Strict Construction. The language used in this Agreement will be deemed to be the language mutually chosen by the Parties to reflect their mutual intent, and no doctrine of strict construction will be applied against any Party.
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18.No Admission of Liability. Nothing herein will be deemed or construed to represent an admission by the Company or the Released Parties of any violation of law or other wrongdoing of any kind whatsoever.
19.Third-Party Beneficiaries. The Released Parties are intended third-party beneficiaries of this Agreement, and this Agreement may be enforced by each of them in accordance with the terms hereof in respect of the rights granted to such Released Parties hereunder.
20.Governing Law; Jurisdiction and Venue. This Agreement shall be interpreted and enforced in accordance with the laws of the State of Ohio without reference to its choice of law rules. Section 8(b) of the CIC Agreement shall apply to this Agreement, mutatis mutandis.
21.Severability. The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provision of this Agreement, which will otherwise remain in full force and effect, or invalidate or render unenforceable such term or provision in any other jurisdiction.
22.Counterparts. This Agreement may be executed in separate counterparts, each of which will be deemed to be an original and all of which taken together will constitute one and the same agreement. A PDF or electronic signature shall operate the same as an original signature and shall be considered to have the same binding legal effect as if it were the original signed version of this Agreement delivered in person.
23.Waivers. No waiver by either Party of a breach of any provision of this Agreement by the other Party, or of compliance with any condition or provision of this Agreement to be performed by such other Party, will operate or be construed as a waiver of any subsequent breach by such other Party or any similar or dissimilar provision or condition at the same or any subsequent time. The failure of either Party hereto to take any action by reason of any breach will not deprive such Party of the right to take action at any time.
24.Tax Withholding. All payments and benefits hereunder are subject to all applicable tax withholdings and other deductions required by law.
25.Notices. Any notice required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, by nationally recognized overnight courier, or by email with confirmation of transmission, to the Company at 7800 Walton Parkway, New Albany, Ohio 43054, Attention: Chief Legal Officer, and to You at the most recent address or personal email address on file with the Company, or to such other address as either Party may designate by notice to the other.
26.Headings. The headings of the Sections and subsections of this Agreement are for purposes of convenience only, and will not be deemed to amend, modify, expand, limit or in any way affect the meaning of any of the provisions hereof.
[Signature Page Follows]
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IN WITNESS WHEREOF, the Parties have executed this Agreement on the date(s) set forth below.
COMMERCIAL VEHICLE GROUP, INC.
By: /s/ William Johnson
Name: William Johnson
Title: Chairman of the Board of Directors
EXECUTIVE
/s/ James Ray
James R. Ray, Jr.
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Exhibit A
Restricted Shares Date of Grant Remaining Unvested Shares Retirement / Vesting Date
2023 Restricted Shares Awarded 12/20/2023 72,365 12/18/2026
2025 Restricted Shares Awarded 6/10/2025 451,656 12/18/2026
2026 Restricted Shares Awarded 6/2/2026 420,110 1/4/2027
Performance Awards (if earned) Year of Grant Vesting Date Shares Granted Pro-rate % Pro-rate #
2024 Performance Units - settled in shares 2024 12/31/2026 140,060 100% 140,060
2024 Performance Units - settled in cash 2024 12/31/2026 140,060 100% 140,060
2025 Performance Units - settled in shares 2025 12/31/2027 603,774 67% 402,516
2025 Performance Units - settled in cash 2025 12/31/2027 603,774 67% 402,516
2026 Performance Units - settled in shares 2026 12/31/2028 251,309 33% 83,770
2026 Performance Units - settled in cash 2026 12/31/2028 251,309 33% 83,770
Exhibit B
Form of Reaffirmation
This Reaffirmation (this "Reaffirmation") is delivered by James R. Ray, Jr. ("You") pursuant to Section 4 of the Transition and Retirement Agreement, dated as of October 30, 2026 (the "Agreement"), by and between Commercial Vehicle Group, Inc. (the "Company") and You. Capitalized terms used but not defined in this Reaffirmation have the meanings given to them in the Agreement.
1. Reaffirmation of Release. In consideration of the Retirement Benefits, You hereby reaffirm, and agree to be bound by, the release of Claims set forth in Section 6 of the Agreement and the representations and acknowledgements set forth in Section 12 of the Agreement, in each case as if made on the date You execute this Reaffirmation, such that the release set forth in Section 6 of the Agreement shall extend to and cover all Claims arising through the date upon which You execute this Reaffirmation, including any Claims arising from or in any way related to your employment during the Transition Period
11
and the termination of your employment on the Retirement Date. The exclusions from the release set forth in Section 6 of the Agreement and the Protected Rights set forth in Section 7 of the Agreement shall apply to this Reaffirmation.
2. Continuing Obligations. You acknowledge and reaffirm the Continuing Obligations and your obligations under Sections 8, 9 and 10 of the Agreement, and You represent that You have complied with the Agreement and the Continuing Obligations through the date hereof and have returned all property of the Company Group in accordance with Section 10 of the Agreement.
3. Consideration and Revocation Periods. You acknowledge that You have been advised by the Company in writing to consult with counsel of your choice before executing this Reaffirmation, that You have been given at least twenty-one (21) calendar days to consider this Reaffirmation (which period began on the date You received the Agreement), and that You may not execute this Reaffirmation prior to the Retirement Date. You may revoke this Reaffirmation within the seven (7) day period following your execution of it by delivering written notice of revocation in the manner set forth in Section 13 of the Agreement. This Reaffirmation shall become effective and irrevocable on the eighth (8th) day after You execute it without having revoked it. If You do not execute this Reaffirmation within five (5) business days following the Retirement Date, or if You revoke it, You shall not be entitled to the Retirement Benefits.
4. Miscellaneous. Sections 14 through 26 of the Agreement shall apply to this Reaffirmation, mutatis mutandis.
_________________________________
James R. Ray, Jr.
12
EX-99.1
EX-99.1
Filename: cvgq32026earningsrelease.htm · Sequence: 5
Document
Exhibit 99.1
CVG REPORTS THIRD QUARTER 2026 RESULTS AND ANNOUNCES CEO SUCCESSION PLAN
Delivered strong revenue growth and margin expansion
Returned to positive GAAP and Adjusted EPS
Raises revenue outlook and narrows Adjusted EBITDA guidance range
Appoints David Ruppel as President and CEO and a member of the Board
NEW ALBANY, OHIO (November 2, 2026) - CVG (NASDAQ: CVGI), a diversified industrial products and services company, today announced financial results for its third quarter ended September 30, 2026.
Third Quarter 2026 Highlights (Results from Continuing Operations; compared with prior year, where comparisons are noted)
•Revenues of $208.1 million, up 36.5%, primarily driven by increased demand across all three segments.
•Gross margin expansion of 300 basis points versus Q3 2025 and 80 basis points sequentially versus Q2 2026 primarily from volume leverage and operational efficiency improvements.
•Operating income of $7.7 million, which included $3.1 million gain on sale of assets, up $8.7 million, compared to an operating loss of $1.1 million. Adjusted operating income of $5.6 million, compared to $1.6 million.
•Net income from continuing operations of $5.6 million, or $0.14 per diluted share and adjusted net income of $1.2 million, or $0.03 per diluted share, compared to net loss from continuing operations of $6.8 million, or $(0.20) per diluted share and adjusted net loss of $4.6 million, or $(0.14) per diluted share. Net income includes a $4.1 million pre-tax warrant liability revaluation benefit.
•Adjusted EBITDA of $8.5 million, compared to $4.6 million, with an adjusted EBITDA margin of 4.1%, up from 3.0%.
James Ray, President and Chief Executive Officer, said, “The third quarter demonstrated the earnings potential of a leaner, more efficient, and more focused CVG. Strong volume growth across all three segments, together with productivity gains, drove meaningful revenue growth and improvement in gross margin, adjusted operating income, and adjusted EBITDA. We see further opportunities to improve performance, particularly through driving plant efficiencies and recovering higher commodity and freight costs."
Mr. Ray continued, “Trim Systems & Components delivered the strongest year-over-year growth, benefiting from higher North American Class 8 production volumes and new program launches. Global Electrical Systems benefited from new program ramps and increased demand in construction markets, and we continue to work closely with Zoox to support their production plans. Global Seating delivered solid growth while executing the footprint initiatives in China, the U.S., and the U.K. We expect these initiatives to lower our cost base over time. We expect the combination of new business
1
ramps, continued operational improvement and execution in our key end markets to support further earnings growth into 2027.”
Angie O’Leary, Chief Financial Officer, added, “The third quarter marks a meaningful step in our transition toward profitable growth, with stronger volume translating into higher adjusted margins and positive adjusted EPS. As growth accelerates, our financial priorities remain clear: converting higher earnings into cash, strengthening the balance sheet and investing in the working capital and capacity needed to support new business. We made progress in each area this quarter, including reducing net leverage to approximately 2.7 times. We remain focused on driving profitable growth and progressing toward our net leverage goal of approximately two times. Based on our performance through the first nine months of the year, and our expectations for the fourth quarter, we are raising our full-year revenue outlook. We are also reducing the top end of the Adjusted EBITDA guidance range, reflecting incremental expenses related to the CEO succession.”
CEO Succession Plan
The Company also announced that its Board of Directors (the “Board”) has appointed David Ruppel as the Company’s next President and Chief Executive Officer and a member of the Board, in each case effective November 9, 2026. Mr. Ruppel will succeed James Ray, who will step down as President and Chief Executive Officer and as a member of the Board on November 9, 2026 and will remain with CVG as a Senior Advisor through his retirement on January 5, 2027.
The Board extends its sincere gratitude to Mr. Ray for his outstanding leadership and the significant contributions he has made to CVG during his tenure and appreciates his continued counsel as Senior Advisor to support a seamless transition. During his nearly three years as CEO, Mr. Ray guided the Company through challenging end market conditions, refinanced its balance sheet, and transformed its operating structure to sharpen CVG's focus on profitable growth. Mr. Ray’s resignation did not result from any disagreement with the Company on any matter relating to its operations, policies or practices.
Mr. Ruppel brings more than 25 years of operational and general management experience across many of CVG’s key end markets, including commercial vehicles, electrical systems, and industrials. He currently serves as Senior Vice President and General Manager, Transportation & Logistics at Littelfuse, Inc., with global P&L responsibility for a $700 million segment, having previously led its Commercial Vehicle products business. His career also spans automotive and aerospace & defense, giving him a broad perspective on the customers, technologies, and demand cycles that shape CVG’s business. Prior to Littelfuse, Mr. Ruppel served as President of IDEX Optical Technologies and President of Montevideo Technology, Inc., leading global businesses through growth, acquisition integration, and operational transformation. Prior to that, he spent approximately 20 years in operational and general management roles at Herman Miller, Eaton, and Cooper Industries, including deep experience in electrical power management and manufacturing at Cooper and Eaton.
Mr. Ruppel holds an Executive Master of Business Administration from Marquette University and a Bachelor of Science in Management from Cardinal Stritch University.
“We have found an exceptional leader whose deep operating experience and strong record of execution position him well to advance CVG’s strategy and drive growth,” said William C. Johnson, Chairman of the Board. “David is a seasoned, results-oriented executive who has led complex global businesses, including in the commercial vehicle and electrical markets that are central to the Company. He is the right leader to guide CVG through its next phase of growth, and I am confident that this transition will be smooth.”
Mr. Ruppel said, “I am honored to be appointed President and CEO and thank the Board for its confidence. I look forward to partnering with our talented employees around the world as we execute
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our strategy and deliver value for our customers and shareholders. CVG is a diverse organization with a global footprint and broad product portfolio, and I am excited for the opportunity to lead it. Having spent my career in markets closely aligned with CVG’s, I see a strong foundation with clear potential to deliver profitable growth.”
Third Quarter Financial Results from Continuing Operations
(amounts in millions except per share data and percentages)
Third Quarter
2026 2025 $ Change % Change
Revenues
$ 208.1 $ 152.5 $ 55.6 36.5%
Gross profit $ 28.1 $ 16.0 $ 12.1 75.6%
Gross margin 13.5 % 10.5 %
Adjusted gross profit 1
$ 28.8 $ 18.4 $ 10.4 56.5%
Adjusted gross margin 1
13.8 % 12.1 %
Operating income $ 7.7 $ (1.1) $ 8.8
NM2
Operating margin 3.7 % (0.7) %
Adjusted operating income 1
$ 5.6 $ 1.6 $ 4.0 250.0%
Adjusted operating margin 1
2.7 % 1.0 %
Net income (loss) from continuing operations $ 5.6 $ (6.8) $ 12.4
NM2
Adjusted net income (loss) from continuing operations 1
$ 1.2 $ (4.6) $ 5.8
NM2
Earnings (loss) per share, diluted
$ 0.14 $ (0.20) $ 0.34
NM2
Adjusted earnings (loss) per share, diluted 1
$ 0.03 $ (0.14) $ 0.17
NM2
Adjusted EBITDA 1
$ 8.5 $ 4.6 $ 3.9 84.8%
Adjusted EBITDA margin 1
4.1 % 3.0 %
1 See Appendix A for GAAP to Non-GAAP reconciliation
2 Not meaningful
Consolidated Results from Continuing Operations
Third Quarter 2026 Results
•Third quarter 2026 revenues were $208.1 million, compared to $152.5 million in the prior year period, an increase of 36.5%. The overall increase in revenues was primarily due to increased customer demand in global markets and the ramp of previously awarded new business wins across all three of our segments.
•Operating income in the third quarter 2026 was $7.7 million, which included $3.1 million gain on sale of assets, up $8.7 million compared to an operating loss of $1.1 million in the prior year period. Third quarter 2026 adjusted operating income was $5.6 million, compared to adjusted operating income of $1.6 million in the prior year period. The increase in adjusted operating income was primarily attributable to the impact of higher sales volumes and operational efficiency improvements, partially offset by higher SG&A expense, driven primarily by share-based compensation, increased performance-based incentive compensation, and recruiting costs related to the CEO succession process.
•Interest associated with debt and other expenses was $3.4 million and $4.1 million for the third quarter 2026 and 2025, respectively, with the decrease for the third quarter 2026 due to lower debt balances.
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•Net income from continuing operations was $5.6 million, or $0.14 per diluted share, for the third quarter 2026 compared to net loss of $6.8 million, or $(0.20) per diluted share, in the prior year period. Net income includes a $4.1 million pre-tax warrant liability revaluation benefit. Third quarter 2026 adjusted net income from continuing operations was $1.2 million, or $0.03 per diluted share, compared to adjusted net loss of $4.6 million, or $(0.14) per diluted share.
On September 30, 2026, the Company had $34.2 million of outstanding borrowings on its U.S. revolving credit facility and $1.5 million outstanding borrowings on its China credit facility, $39.8 million of cash and $83.3 million of availability from the credit facilities (subject to customary borrowing base and other conditions), resulting in total liquidity of $123.1 million.
Third Quarter 2026 Segment Results
Global Seating Segment
•Revenues were $84.7 million compared to $68.7 million for the prior year period, an increase of 23.3%, due primarily to increased customer demand in North America and Asia-Pacific markets.
•Operating income was $3.6 million, compared to $1.4 million in the prior year period, an increase of $2.2 million, driven by higher sales and improved gross margin performance. Third quarter 2026 adjusted operating income was $4.6 million compared to $2.9 million in the prior year period.
Global Electrical Systems Segment
•Revenues were $64.4 million compared to $49.5 million in the prior year period, an increase of 30.2%, primarily as a result of ramping new business wins and increased customer demand in construction markets.
•Operating income was $3.7 million compared to operating income of $0.8 million in the prior year period. The increase in operating income was primarily attributable to higher volume and product mix.
Trim Systems and Components Segment
•Revenues were $58.9 million compared to $34.3 million in the prior year period, an increase of 71.9%, primarily due to higher sales volume as a result of increased customer demand in North America, including improved product mix.
•Operating income was $5.8 million compared to operating loss of $0.9 million in the prior year period. The increase in operating income was primarily attributable to higher demand, improved operational efficiencies, and a gain on sale of assets. Third quarter 2026 adjusted operating income was $2.7 million compared to an adjusted operating loss of $0.3 million in the prior year period.
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Outlook
CVG updated the Company's outlook for the full year 2026, based on current market conditions:
Metric Prior 2026 Outlook ($ millions) Updated 2026 Outlook ($ millions)
Revenues $725 - $755 $755 - $775
Adjusted EBITDA $26 - $31 $26 - $29
Free Cash Flow Positive Positive
This outlook reflects, among others, current industry forecasts for North America Class 8 truck builds. According to ACT Research, 2026 North American Class 8 truck production levels are expected to be at 272,442 units, up 8% versus the 2025 actual Class 8 truck builds of 251,251 units.
The outlook for the Construction end market reflects high-single digit growth in 2026.
Our long-term incentive awards are designed to align executive compensation with shareholder returns. Our adjusted EBITDA outlook incorporates current estimates of long-term performance shares settled in cash. Under GAAP accounting, such awards are remeasured each reporting period. Therefore, changes in our share price could materially affect our Adjusted EBITDA outlook. While this creates periodic earnings volatility under GAAP, it does not represent a corresponding change in our underlying cost structure. (see Appendix A)
GAAP to Non-GAAP Reconciliation
A reconciliation of GAAP to non-GAAP financial measures referenced in this release is included as Appendix A to this release.
Conference Call
A conference call to discuss this press release is scheduled for Tuesday, November 3, 2026, at 8:30 a.m. ET. Management intends to reference the Q3 2026 Earnings Call Presentation during the conference call. To participate, dial (833) 461-5787 using conference code 592968497. International participants dial (585) 542-9983 using conference code 592968497.
This call is being webcast and can be accessed through the “Investors” section of CVG’s website at ir.cvgrp.com, where it will be archived and available for replay for one year.
Company Contact
Michelle Hards
Vice-President, Investor Relations / Corporate Financial Planning & Analysis
CVG
IR@cvgrp.com
Investor Relations Contact
Ross Collins or Nathan Skown
Alpha IR Group
CVGI@alpha-ir.com
About CVG
CVG is a global provider of systems, assemblies and components to global commercial vehicle markets and electric vehicle markets. We deliver real solutions to complex design, engineering and
5
manufacturing problems while creating positive change for our customers, industries and communities we serve. Information about the Company and its products is available on the internet at www.cvgrp.com.
Forward-Looking Statements
This press release contains forward-looking statements that are subject to risks and uncertainties. These statements often include words such as “believe”, “anticipate”, “plan”, “expect”, “intend”, “will”, “should”, “could”, “would”, “project”, “continue”, “likely”, and similar expressions. In particular, this press release may contain forward-looking statements about the Company’s expectations for future periods with respect to its plans to improve financial results, the future of the Company’s end markets, including, but not limited to, global commercial vehicle markets and electric vehicle markets, changes in the North America Class 8 and Class 5-7 truck build rates, performance of the global construction and agricultural equipment businesses, the Company’s prospects in the global commercial vehicle markets and electric vehicle markets, the Company’s initiatives to address customer needs, organic growth, the Company’s strategic plans and plans to focus on certain segments, competition faced by the Company, volatility in and disruption to the global economic environment including global supply chain constraints, inflation and labor shortages, tariffs and counter-measures, financial covenant compliance, anticipated effects of acquisitions or divestitures, production of new products, plans for capital expenditures, and the Company’s financial position or other financial information. These statements are based on certain assumptions that the Company has made in light of its experience as well as its perspective on historical trends, current conditions, expected future developments and other factors it believes are appropriate under the circumstances. Actual results may differ materially from the anticipated results because of certain risks and uncertainties, including those included in the Company’s filings with the SEC. There can be no assurance that statements made in this press release relating to future events will be achieved. The Company undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time. All subsequent written and oral forward-looking statements attributable to the Company or persons acting on behalf of the Company are expressly qualified in their entirety by such cautionary statements.
Other Information
Throughout this document, certain numbers in the tables or elsewhere may not sum due to rounding. Rounding may have also impacted the presentation of certain year-on-year percentage changes.
###
6
COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months and Nine Months Ended September 30, 2026 and 2025
(Unaudited)
(Amounts in thousands, except per share amounts)
Three Months Ended Nine Months Ended
September 30, 2026 September 30, 2025 September 30, 2026 September 30, 2025
Revenues $ 208,091 $ 152,489 $ 574,825 $ 494,240
Cost of revenues 179,991 136,446 502,181 440,875
Gross profit 28,100 16,043 72,644 53,365
Selling, general and administrative expenses 23,531 17,104 65,761 52,222
Gain on sale of assets (3,084) — (17,041) —
Operating income (loss) 7,653 (1,061) 23,924 1,143
Other (income) expense 686 729 2,465 1,083
Change in fair value of warrant liabilities (4,112) 275 4,309 275
Loss on extinguishment of debt 419 — 3,406 460
Interest expense 3,356 4,068 10,398 8,862
Income (loss) before provision for income taxes 7,304 (6,133) 3,346 (9,537)
Provision for income taxes 1,733 687 5,614 4,527
Net income (loss) from continuing operations $ 5,571 $ (6,820) (2,268) (14,064)
Net income (loss) from discontinued operations — (260) (1,500) (2,088)
Net income (loss) 5,571 (7,080) (3,768) (16,152)
Basic earnings (loss) per share
Income (loss) from continuing operations $ 0.15 $ (0.20) $ (0.06) $ (0.42)
Income (loss) from discontinued operations $ — $ (0.01) $ (0.04) $ (0.06)
Diluted earnings (loss) per share
Income (loss) from continuing operations $ 0.14 $ (0.20) $ (0.06) $ (0.42)
Income (loss) from discontinued operations $ — $ (0.01) $ (0.04) $ (0.06)
Weighted average shares outstanding:
Basic 37,607 33,885 37,291 33,793
Diluted 39,160 33,885 37,291 33,793
7
COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(Amounts in thousands, except per share amounts)
ASSETS September 30, 2026 December 31, 2025
Current assets:
Cash $ 39,777 $ 33,282
Accounts receivable, net 125,523 86,262
Inventories 141,906 118,557
Other current assets 30,098 25,226
Total current assets 337,304 263,327
Property, plant and equipment, net 63,410 66,638
Intangible assets, net 2,929 3,350
Deferred income taxes, net 11,228 11,349
Other assets, net 69,215 47,050
Total assets $ 484,086 $ 391,714
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 109,206 $ 74,180
Accrued liabilities and other 62,034 31,800
Current portion of long-term debt and short-term debt 4,342 2,371
Total current liabilities 175,582 108,351
Long-term debt 91,750 104,004
Pension and other post-retirement benefits 6,694 6,902
Other long-term liabilities 68,884 39,100
Total liabilities $ 342,910 $ 258,357
Stockholders’ equity:
Preferred stock $ — $ —
Common stock 377 342
Treasury stock, at cost (17,320) (16,706)
Additional paid-in capital 290,070 272,903
Retained deficit (100,601) (96,832)
Accumulated other comprehensive loss (31,350) (26,350)
Total stockholders’ equity 141,176 133,357
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 484,086 $ 391,714
8
COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES
BUSINESS SEGMENT FINANCIAL INFORMATION
(Unaudited)
(Amounts in thousands)
Three Months Ended September 30,
Global Seating Global Electrical Systems Trim Systems and Components Corporate/Other Total
2026 2025 2026 2025 2026 2025 2026 2025 2026 2025
Revenues $ 84,713 $ 68,707 $ 64,447 $ 49,491 $ 58,931 $ 34,291 $ — $ — $ 208,091 $ 152,489
Gross profit (loss) 12,106 8,516 8,977 5,321 7,017 2,206 — — 28,100 16,043
Selling, general & administrative expenses 8,505 7,108 5,303 4,483 4,348 3,136 5,375 2,377 23,531 17,104
Gain on sale of assets — — — — (3,084) — — — (3,084) —
Operating income (loss) $ 3,601 $ 1,408 $ 3,674 $ 838 $ 5,753 $ (930) $ (5,375) $ (2,377) $ 7,653 $ (1,061)
Nine Months Ended September 30,
Global Seating Global Electrical Systems Trim Systems and Components Corporate/Other Total
2026 2025 2026 2025 2026 2025 2026 2025 2026 2025
Revenues $ 239,232 $ 216,574 $ 183,925 $ 153,527 $ 151,668 $ 124,139 $ — $ — $ 574,825 $ 494,240
Gross profit (loss) 33,672 27,537 21,646 15,222 17,326 10,606 — — 72,644 53,365
Selling, general & administrative expenses 24,026 21,092 16,299 14,260 12,534 10,083 12,902 6,787 65,761 52,222
Gain on sale of assets (13,716) — — — (3,084) — (241) — (17,041) —
Operating income (loss) $ 23,362 $ 6,445 $ 5,347 $ 962 $ 7,876 $ 523 $ (12,661) $ (6,787) $ 23,924 $ 1,143
9
COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES
Appendix A: Reconciliation of GAAP to Non-GAAP Financial Measures
(Unaudited)
(Amounts in thousands, except per share amounts and percentages)
Three Months Ended Nine Months Ended
September 30, 2026 September 30, 2025 September 30, 2026 September 30, 2025
Gross profit $ 28,100 $ 16,043 $ 72,644 $ 53,365
Restructuring 684 2,375 2,622 4,016
Adjusted gross profit $ 28,784 $ 18,418 $ 75,266 $ 57,381
% of revenues 13.8 % 12.1 % 13.1 % 11.6 %
Three Months Ended Nine Months Ended
September 30, 2026 September 30, 2025 September 30, 2026 September 30, 2025
Operating income $ 7,653 $ (1,061) $ 23,924 $ 1,143
Restructuring 999 2,703 3,233 4,545
Gain on sale of fixed assets (3,084) — (17,041) —
Total operating income adjustments (2,085) 2,703 (13,808) 4,545
Adjusted operating income $ 5,568 $ 1,642 $ 10,116 $ 5,688
% of revenues 2.7 % 1.1 % 1.8 % 1.2 %
Three Months Ended Nine Months Ended
September 30, 2026 September 30, 2025 September 30, 2026 September 30, 2025
Net income (loss) from continuing operations $ 5,571 $ (6,820) $ (2,268) $ (14,064)
Operating income adjustments (2,085) 2,703 (13,808) 4,545
Loss on early extinguishment of debt 419 — 3,406 460
Warrant fair value adjustment (4,112) 275 4,309 275
Adjusted provision for income taxes1
1,445 (745) 1,523 (1,320)
Adjusted net income (loss) from continuing operations $ 1,238 $ (4,587) $ (6,838) $ (10,104)
Diluted EPS $ 0.14 $ (0.20) $ (0.06) $ (0.42)
Adjustments to diluted EPS $ (0.11) $ 0.06 $ (0.12) $ 0.12
Adjusted diluted EPS $ 0.03 $ (0.14) $ (0.18) $ (0.30)
1.Reported Tax Provision adjusted for tax effect of special charges at 25%.
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Three Months Ended Nine Months Ended
September 30, 2026 September 30, 2025 September 30, 2026 September 30, 2025
Net income (loss) from continuing operations $ 5,571 $ (6,820) $ (2,268) $ (14,064)
Interest expense 3,356 4,068 10,398 8,862
Provision for income taxes 1,733 687 5,614 4,527
Depreciation expense 3,453 3,588 10,668 10,540
Amortization expense 134 141 406 424
EBITDA $ 14,247 $ 1,664 $ 24,818 $ 10,289
% of revenues 6.8 % 1.1 % 4.3 % 2.1 %
EBITDA adjustments
Restructuring $ 999 $ 2,703 $ 3,233 $ 4,545
Gain on sale of fixed assets (3,084) — (17,041) —
Loss on extinguishment of debt 419 — 3,406 460
Warrant fair value adjustment (4,112) 275 4,309 275
Adjusted EBITDA $ 8,469 $ 4,642 $ 18,725 $ 15,569
% of revenues 4.1 % 3.0 % 3.3 % 3.2 %
Long-term incentive compensation items impacting EBITDA:
Share-based compensation $ 3,052 $ 1,037 $ 5,508 $ 2,788
Performance shares settled in cash (366) 199 1,614 538
$ 2,686 $ 1,236 $ 7,122 $ 3,326
Three Months Ended September 30, 2026
Global Seating Global Electrical Systems Trim Systems and Components Corporate/Other Total
Operating income (loss) $ 3,601 $ 3,674 $ 5,754 $ (5,375) $ 7,654
Restructuring 974 25 — — 999
Gain on sale of fixed assets — — (3,084) — (3,084)
Adjusted operating income (loss) $ 4,575 $ 3,699 $ 2,670 $ (5,375) $ 5,569
% of revenues 5.4 % 5.7 % 4.5 % 2.7 %
Nine months ended September 30, 2026
Global Seating Global Electrical Systems Trim Systems and Components Corporate/Other Total
Operating income (loss) $ 23,362 $ 5,347 $ 7,876 $ (12,661) $ 23,924
Restructuring 2,536 534 163 — 3,233
Gain on sale of fixed assets (13,716) — (3,084) (241) (17,041)
Adjusted operating income (loss) $ 12,182 $ 5,881 $ 4,955 $ (12,902) $ 10,116
% of revenues 5.1 % 3.2 % 3.3 % 1.8 %
11
Three Months Ended September 30, 2025
Global Seating Global Electrical Systems Trim Systems and Components Corporate/Other Total
Operating income (loss) $ 1,408 $ 838 $ (930) $ (2,377) $ (1,061)
Restructuring 1,534 549 620 — 2,703
Adjusted operating income (loss) $ 2,942 $ 1,387 $ (310) $ (2,377) $ 1,642
% of revenues 4.3 % 2.8 % (0.9) % 1.1 %
Nine months ended September 30, 2025
Global Seating Global Electrical Systems Trim Systems and Components Corporate/Other Total
Operating income (loss) $ 6,445 $ 962 $ 523 $ (6,787) $ 1,143
Restructuring 1,892 1,618 907 127 $ 4,544
Adjusted operating income (loss) $ 8,337 $ 2,580 $ 1,430 $ (6,660) $ 5,687
% of revenues 3.8 % 1.7 % 1.2 % 1.2 %
The following tables present reconciliations of the captions within CVG's Condensed Consolidated Statements of Cash Flows to Free cash flow, attributable to continuing operations, discontinued operations, and total CVG for the three and nine months ended September 30, 2026 and 2025.
Three Months Ended Nine Months Ended
September 30, 2026 September 30, 2025 September 30, 2026 September 30, 2025
CONTINUING OPERATIONS
Cash flows from operating activities $ 1,562 $ (1,686) $ 1,685 $ 32,049
Purchases of property, plant and equipment (5,072) (1,818) (10,807) (7,089)
Proceeds from disposal/sale of property, plant and equipment 4,110 58 20,032 58
Free cash flow from continuing operations $ 600 $ (3,446) $ 10,910 $ 25,018
DISCONTINUED OPERATIONS
Cash flows from operating activities $ — $ — $ — $ 306
Free cash flow from discontinued operations $ — $ — $ — $ 306
TOTAL COMPANY
Cash flows from operating activities $ 1,562 $ (1,686) $ 1,685 $ 32,355
Purchases of property, plant and equipment (5,072) (1,818) (10,807) (7,089)
Proceeds from disposal/sale of property, plant and equipment 4,110 58 20,032 58
Free cash flow $ 600 $ (3,446) $ 10,910 $ 25,324
Use of Non-GAAP Measures
This earnings release contains financial measures that are not calculated in accordance with U.S. generally accepted accounting principles (“GAAP”). In general, the non-GAAP measures exclude
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items that (i) management believes reflect the Company’s multi-year corporate activities; or (ii) relate to activities or actions that may have occurred over multiple or in prior periods without predictable trends. Management uses these non-GAAP financial measures internally to evaluate the Company’s performance, engage in financial and operational planning and to determine incentive compensation.
Management provides these non-GAAP financial measures to investors as supplemental metrics to assist readers in assessing the effects of items and events on the Company’s financial and operating results and in comparing the Company’s performance to that of its competitors and to comparable reporting periods. The non-GAAP financial measures used by the Company may be calculated differently from, and therefore may not be comparable to, similarly titled measures used by other companies.
The non-GAAP financial measures disclosed by the Company should not be considered a substitute for, or superior to, financial measures calculated in accordance with GAAP. The financial results calculated in accordance with GAAP and reconciliations to those financial statements set forth above should be carefully evaluated.
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Cover
Oct. 30, 2026
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Document Period End Date
Oct. 30, 2026
Entity Registrant Name
Commercial Vehicle Group, Inc.
Entity Incorporation, State or Country Code
DE
Entity File Number
001-34365
Entity Tax Identification Number
41-1990662
Entity Address, Address Line One
7800 Walton Parkway
Entity Address, City or Town
New Albany
Entity Address, State or Province
OH
Entity Address, Postal Zip Code
43054
City Area Code
614
Local Phone Number
289-5360
Title of 12(b) Security
Common Stock, par value $0.01 per share
Trading Symbol
CVGI
Security Exchange Name
NASDAQ
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