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CEO pay changes at Commercial Vehicle Group (NASDAQ: CVGI) detailed

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

Rhea-AI Filing Summary

Commercial Vehicle Group, Inc. disclosed changes to CEO James Ray’s equity compensation. On June 10, 2025, he received 805,031 shares of restricted stock under the Amended and Restated 2020 Equity Incentive Plan. The grant exceeded the Plan’s share limit by 85,031 shares, which Ray agreed on April 22, 2026 to surrender to the company for no consideration so the award complies with Plan requirements.

The Compensation Committee also cancelled, as of April 23, 2026, the stock-settled portion of Ray’s 2025 long term incentive plan award, which could have paid $480,000, $960,000 or $1,920,000 in stock depending on EBITDA or stock price performance. The Committee will work with its consultant to design replacement compensation, with any new arrangement to be disclosed in a future amendment.

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Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 1.02 Termination of a Material Definitive Agreement Business
A significant contract was terminated, which may affect business operations or revenue.
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.
Original restricted stock grant 805,031 shares Granted to CEO James Ray on June 10, 2025
Shares surrendered 85,031 shares Unvested restricted shares returned on April 22, 2026
2025 LTI cash award threshold $480,000 Cash portion for James Ray under 2025 long term incentive plan
2025 LTI cash award target $960,000 Cash portion for James Ray under 2025 long term incentive plan
2025 LTI cash award maximum $1,920,000 Cash portion for James Ray under 2025 long term incentive plan
2025 LTI stock award threshold $480,000 Stock-settled portion cancelled April 23, 2026
2025 LTI stock award target $960,000 Stock-settled portion cancelled April 23, 2026
2025 LTI stock award maximum $1,920,000 Stock-settled portion cancelled April 23, 2026
restricted stock financial
"granted 805,031 shares of restricted stock pursuant to the Company's Amended"
Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.
Amended and Restated 2020 Equity Incentive Plan financial
"pursuant to the Company's Amended and Restated 2020 Equity Incentive Plan"
long term incentive plan financial
"the Committee established the 2025 long term incentive plan for the Company’s"
A long term incentive plan is a company program that awards executives and key employees bonuses—often in stock, options, or cash—only if the business meets multi-year performance goals. It links management pay to company results—like tying a coach’s bonus to a team’s multi-season record—so investors monitor it for how leaders are motivated, potential share dilution, and signals about the company’s long-term priorities.
EBITDA performance financial
"participants could earn awards based on the greater of either EBITDA performance"
stock price performance financial
"either EBITDA performance or stock price performance over a three-year"
named executive officers financial
"established the 2025 long term incentive plan for the Company’s named executive officers"
Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.
Understanding 8-K Material Events →
0001290900FALSE00012909002026-04-222026-04-28


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): April 22, 2026
Commercial Vehicle Group, Inc.
(Exact name of registrant as specified in its charter)
Delaware001-3436541-1990662
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01 per shareCVGIThe NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 1.01 Entry into a Material Definitive Agreement.
Information set forth herein under Item 5.02 is hereby incorporated by reference into this Item 1.01.

Item 1.02 Termination of a Material Definitive Agreement.
Information set forth herein under Item 5.02 is hereby incorporated by reference into this Item 1.02.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) On June 10, 2025, the Compensation Committee (the “Committee”) of Commercial Vehicle Group, Inc. (the “Company”) granted 805,031 shares of restricted stock pursuant to the Company's Amended and Restated 2020 Equity Incentive Plan (the “Plan”) to Mr. James Ray, the Company’s President and Chief Executive Officer. It came to the attention of the Committee that, in light of the significant fluctuation in the Company's stock price, the original grant to Mr. Ray exceeded the Plan share limitation by 85,031 shares. Effective April 22, 2026, Mr. Ray agreed to surrender and transfer to the Company for no consideration, all right, title and interest in and to 85,031 unvested shares of such restricted stock award so that the original grant will comply with the requirements of the Plan. A copy of the amended and restated restricted stock agreement to surrender such restricted stock award is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein. The description of the material terms of such agreement is qualified in their entirety by reference to such exhibit.


On March 31, 2025, the Committee established the 2025 long term incentive plan for the Company’s named executive officers, pursuant to which the participants could earn awards based on the greater of either EBITDA performance or stock price performance over a three-year performance period. The 2025 long-term incentive plan for Mr. Ray provided that 50% of his award would be settled in cash (with threshold, target and maximum awards at $480,000, $960,000 and $1,920,000, respectively) and 50% of his award would be settled in stock (with threshold, target and maximum awards at $480,000, $960,000 and $1,920,000, respectively) if the performance measures are met. Due to limitations on the number of shares that can be granted under the Plan, the 2025 long-term incentive plan award to Mr. Ray that would be settled in stock (“Mr. Ray’s 2025 Performance Award Settled in Stock”) was cancelled, as of April 23, 2026, with Mr. Ray irrevocably forfeiting all rights, title and interest in Mr. Ray’s 2025 Performance Award Settled in Stock. The Committee will engage with Meridian Compensation Partners, the Committee’s compensation consultant, to evaluate alternative compensation approaches intended to reasonably compensate Mr. Ray for the cancelled award. The Company expects to reach agreement with Mr. Ray, prior to June 30, 2026, to replace the compensation foregone by Mr. Ray as a result of cancellation of his 2025 Performance Award Settled in Stock. Any replacement compensation arrangement, if agreed upon, will be disclosed in accordance with Securities and Exchange Commission rules, by amendment to this Current Report on Form 8-K. A copy of the termination of the stock award agreement is attached as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated by reference herein. The description of the material terms is qualified in their entirety by reference to such exhibit.











Item 9.01    Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.Exhibit Description
10.1
The amended and restated restricted stock agreement to surrender such restricted stock award between the Company and James Ray, dated April 22, 2026.
10.2
Termination of the Stock Award Agreement between the Company and James Ray, dated April 23, 2026.
104Cover Page Interactive Data File (embedded in the cover page form)















































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.
April 28, 2026
By:
/s/ Aneezal H. Mohamed
Name:
Aneezal H. Mohamed
Title:
Chief Legal Officer



Source: View Original Filing on SEC EDGAR

FAQ

What compensation adjustment did Commercial Vehicle Group (CVGI) make to its CEO’s restricted stock grant?

Commercial Vehicle Group’s CEO James Ray will surrender 85,031 unvested restricted shares. The June 10, 2025 grant originally totaled 805,031 shares and exceeded the company’s 2020 Equity Incentive Plan limit. Returning the excess shares ensures the award fully complies with the Plan’s share limitations.

What happened to James Ray’s 2025 long term incentive plan stock award at CVGI?

The stock-settled portion of James Ray’s 2025 long term incentive award was cancelled. Effective April 23, 2026, he irrevocably forfeited all rights to that stock-based performance award, which had threshold, target, and maximum payout opportunities of $480,000, $960,000 and $1,920,000 in stock.

How was the 2025 long term incentive plan for CVGI’s CEO structured before cancellation?

James Ray’s 2025 long term incentive plan was split evenly between cash and stock. Fifty percent could be paid in cash and fifty percent in stock, each side with potential payouts of $480,000 at threshold, $960,000 at target and $1,920,000 at maximum, based on EBITDA or stock price performance.

Why did Commercial Vehicle Group (CVGI) cancel the stock portion of the CEO’s 2025 performance award?

The stock portion of the 2025 performance award was cancelled due to Plan share limits. Because of limits on shares available under the Amended and Restated 2020 Equity Incentive Plan, the stock-settled award was terminated, and James Ray forfeited all related rights as of April 23, 2026.

Will Commercial Vehicle Group (CVGI) replace the cancelled stock award for its CEO?

The Compensation Committee plans to develop replacement compensation for James Ray. Working with Meridian Compensation Partners, it expects to agree on an alternative arrangement by June 30, 2026, intended to reasonably replace the foregone stock award, and will disclose any agreement in a future SEC amendment.

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