STOCK TITAN

Core Molding (NYSE: CMT) adds CEO Palomaki to board, sets $525,000 salary

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Core Molding Technologies appointed President & Chief Executive Officer Eric Palomaki to its board of directors, filling a vacancy created by a prior resignation. He is not assigned to any board committee yet and will receive no additional compensation for serving as a director.

The company also entered into an amended and restated employment agreement with Mr. Palomaki, effective June 1, 2026. He will receive a base salary of $525,000, an initial grant of 20,000 shares of restricted stock vesting over three years, an annual short-term incentive targeted at 100% of base salary, and annual long-term incentives targeted at 200% of base salary. If terminated without cause, for good reason or upon qualified retirement, he is entitled to accrued obligations plus a cash amount equal to four times his base salary, while unvested equity is forfeited.

In the case of death or disability, he would receive accrued obligations, a pro‑rated short‑term incentive for the year of termination, and full accelerated vesting of equity with a cash payment based on the 20‑day average closing price of the company’s stock. The agreement includes non‑solicitation, confidentiality and non‑disparagement covenants.

Positive

  • None.

Negative

  • None.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Base salary $525,000 per year Eric Palomaki President & CEO compensation
Initial restricted stock grant 20,000 shares Vesting in equal installments over three years
Short-term incentive target 100% of base salary Annual STIP opportunity for CEO
Long-term incentive target 200% of base salary Annual LTIP awards under 2021 plan
Severance multiple 4x base salary If terminated without cause, for good reason or qualified retirement
Non-solicitation period Two years Post-termination employee non-solicitation covenant
short-term incentive payment financial
"annual short-term incentive payment (“STIP”) based on a target percentage"
long-term incentive awards financial
"annual long-term incentive awards based on a target percentage"
Good Reason financial
"terminated by the Company without Cause, by Mr. Palomaki for Good Reason"
Qualified Retirement financial
"without Cause, by Mr. Palomaki for Good Reason or upon his Qualified Retirement"
restrictive covenants financial
"subject to restrictive covenants, during and for specified periods following termination"
Restrictive covenants are contract terms that limit what a company, its executives, or shareholders can do—like rules that prohibit selling stock, starting a rival business, or taking on certain debts. Think of them as house rules that protect one party’s interests by keeping risky or competitive actions off the table. For investors they matter because these limits affect a company’s flexibility, governance, potential future value and the ease of exiting an investment.
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0001026655false6/5/2026800 Manor Park DriveColumbusOhio00010266552026-06-052026-06-05

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): June 5, 2026
 

Core Molding Technologies, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
001-12505
31-1481870
(State or other jurisdiction
incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)
800 Manor Park Drive, Columbus, Ohio
43228-0183
(Address of principal executive office)
(Zip Code)
Registrant’s telephone number, including area code: (614870-5000
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01CMTNYSE American LLC
Preferred Stock purchase rights, par value $0.01N/ANYSE American LLC

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Director Appointment

As previously disclosed, effective June 1, 2026, David L. Duvall resigned from the board of directors (the “Board”) of Core Molding Technologies, Inc (the “Company”). In connection with Mr. Duvall’s resignation, on June 5, 2026, the Board appointed Eric Palomaki, the Company’s President & Chief Executive Officer, to fill the vacancy created by Mr. Duvall’s resignation.

The Company is not aware of any family relationships among Mr. Palomaki or any arrangements or understandings pursuant to which those persons have been, or are to be, selected as a director or executive officer of the Company, other than arrangements or understandings with directors or executive officers acting solely in his capacity as executive officer. There are no related party transactions between the Company and Mr. Palomaki reportable under Item 404(a) of Regulation S-K.

Mr. Palomaki has not been assigned to any committee of the Board at this time, with any committee assignment to occur at a later date. Mr. Palomaki will not receive any additional compensation as a result of his service as a director.

Amended and Restated Palomaki Employment Agreement

On June 5, 2026, Company and Mr. Palomaki entered into an Amended and Restated Employment Agreement, effective June 1, 2026 (the “Amended Employment Agreement”), in connection with his appointment as President & Chief Executive Officer.

Pursuant to the terms of the Amended Employment Agreement, Mr. Palomaki is entitled to a base salary of $525,000 (the “Base Salary”). In addition to the Base Salary, Mr. Palomaki shall be eligible for (i) an initial equity grant comprised of 20,000 shares of restricted stock, which shall vest in equal installments over a three-year period, (ii) annual short-term incentive payment (“STIP”) based on a target percentage of one hundred percent (100%) of his Base Salary, and (iii) annual long-term incentive awards based on a target percentage of two hundred percent (200%) of his Base Salary, subject to terms and conditions set forth in the Company’s 2021 Long-Term Equity Incentive Plan (as amended, the “Plan”) and the applicable award agreements. Mr. Palomaki is also entitled under the Amended Employment Agreement to certain standard benefits, including vacation, sick leave, and life and long and short-term disability insurance. The Amended Employment Agreement does not have fixed term and will remain in effect until terminated in accordance with its terms.

Pursuant to the Amended Employment Agreement, Mr. Palomaki is entitled to certain benefits upon the termination of the Amended Employment Agreement, subject to Mr. Palomaki entering into an irrevocable general waiver and release of claims at the time of termination: (i)

In the event the Amended Employment Agreement is terminated by the Company without Cause, by Mr. Palomaki for Good Reason or upon his Qualified Retirement, Mr. Palomaki will be entitled to receive (i) the Accrued Obligations (as defined in the Amended Employment Agreement) and (ii) an amount equal to four (4) times his Base Salary. Mr. Palomaki will forfeit any unvested awards of equity under the Plan.

In the event the Amended Employment Agreement is terminated due to death or Disability, Mr. Palomaki will be entitled to receive (i) the Accrued Obligations, (ii) a pro-rata amount of the his STIP for the calendar year of termination, and (iii) accelerated vesting of all equity or other compensation granted to Mr. Palomaki under the Plan and a cash payment equal to the market



value of such shares determined using the 20-trading day average closing price of Company’s common stock as of the date of termination.

Under the terms of the Amended and Restated Employment Agreement, Mr. Palomaki is subject to restrictive covenants, during and for specified periods following termination of employment, relating to non-solicitation of employees of the Company for two years following termination, as well as confidentiality restrictions and a non-disparagement covenant.

The description of the Amended Employment Agreement is qualified in its entirety by reference to the complete text and exhibits of the Amended Employment Agreement, which has been filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.


Item 9.01 Financial Statements and Exhibits.


(d) Exhibits

Exhibit NumberDescription
10.1
Amended and Restated Employment Agreement between Mr. Palomaki and the Company
104Cover Page Interactive Data File (embedded within the Inline XBRL document).



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.

CORE MOLDING TECHNOLOGIES, INC.
Date: June 5, 2026By:
/s/ Alex J. Panda
Name:Alex J. Panda
Title:Executive Vice President, Treasurer, Secretary and Chief Financial Officer





FAQ

What leadership change did Core Molding Technologies (CMT) disclose in this 8-K?

Core Molding Technologies appointed President & CEO Eric Palomaki to its board, filling a vacancy created by a director resignation. He currently has no committee assignments and will not receive extra pay for his board service.

What is Eric Palomaki’s new base salary under the amended employment agreement at CMT?

Eric Palomaki’s amended employment agreement provides a base salary of $525,000 per year. This salary supports his role as President & Chief Executive Officer and serves as the basis for calculating his short-term and long-term incentive targets.

What equity awards will Eric Palomaki receive from Core Molding Technologies (CMT)?

Eric Palomaki will receive an initial equity grant of 20,000 restricted shares, vesting in equal installments over three years. He is also eligible for annual long-term incentive awards targeted at 200% of his base salary under the company’s 2021 Long-Term Equity Incentive Plan.

How is Eric Palomaki’s short-term incentive opportunity structured at CMT?

The agreement provides an annual short-term incentive payment targeted at 100% of base salary. Actual payouts depend on performance against criteria set under the company’s short-term incentive program, aligning his cash bonus opportunity with annual financial and operational goals.

What severance is Eric Palomaki eligible for if terminated without cause at CMT?

If terminated without cause, for good reason, or upon qualified retirement, Eric Palomaki is entitled to accrued obligations plus a cash payment equal to four times his base salary. Any unvested equity awards under the company’s long-term plan would be forfeited in this scenario.

What happens to Eric Palomaki’s CMT equity if he dies or becomes disabled?

If employment ends due to death or disability, Eric Palomaki receives accrued obligations, a pro‑rated short‑term incentive for that year, and accelerated vesting of all equity. He also receives a cash payment equal to the market value of vested shares using a 20‑day average closing price.

What restrictive covenants apply to Eric Palomaki under his CMT employment agreement?

The agreement includes non‑solicitation of employees for two years following termination, confidentiality obligations, and a non‑disparagement covenant. These restrictions apply during employment and for specified periods afterward to protect Core Molding Technologies’ business interests and relationships.

Filing Exhibits & Attachments

4 documents