8-K

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): September 8, 2022

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 $0.1 per share	CVGI	The 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) Resignation of Chief Financial Officer

On September 14, 2022, Christopher H. Bohnert, the Chief Financial Officer of Commercial Vehicle Group, Inc. (the “Company”), submitted his resignation of employment to the Company, to be effective on October 11, 2022. Mr. Bohnert’s resignation of employment was not because of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

(c) Appointment of Chief Financial Officer

On September 8, 2022, the Company appointed Chung Kin Cheung (“Andy Cheung”) as Executive Vice President and Chief Financial Officer effective October 11, 2022.

Mr. Cheung, 47, has more than 25 years of global financial leadership experience at Johnson Controls, where he has been serving as Vice President & Chief Financial Officer of Global Products since December 2017. Prior to that, from October 2015 to November 2017, he was Chief Financial Officer of Johnson Controls Hitachi Air-Conditioning in Tokyo, Japan; from June 2014 to September 2015, he was VP of Finance, Joint Venture Formation in Tokyo, Japan. During 2010 to 2014, he held the positions of VP of Finance & IT, VP & General Manager, and VP of Procurement in the Asia Pacific automotive business. Previously, he held various internal audit and financial controllership positions with increasing responsibilities in USA, Belgium, China, and Japan. Mr. Cheung holds a Bachelor of Business Administration in Accounting from Hong Kong University of Science & Technology, Hong Kong, China, and a Master of Business Administration from the University of Chicago. Mr. Cheung is also a Certified Public Accountant (inactive status).

There are no family relationships between Mr. Cheung and any of the directors and executive officers of the Company, nor are there transactions in which Mr. Cheung has an interest requiring disclosure under Item 404(a) of Regulation S-K.

As part of Mr. Cheung’s appointment as Executive Vice President and Chief Financial Officer, the compensation committee of the board of directors approved compensation for Mr. Cheung, which will consist of a base salary of $450,000, a guaranteed 2022 bonus of at least $292,500, a discretionary annual bonus, in future years, targeted at 65% of his base salary under the Company’s annual bonus plan as may be in effect from time to time, and a signing incentive award valued at $540,000 made to him within 30 days of his start date denominated in the form of a one-time cash payment of $100,000, a stock grant valued at $220,000 that will vest ratably over three-years on December 31, 2023, 2024, and 2025, and a grant of performance shares valued at $220,000 that will cliff vest on December 31, 2024, The stock price for the signing incentive stock grant and performance share grant will be the closing price of CVGI shares on the grant date. The Company also agreed to reimburse Mr. Cheung for documented, reasonable and customary relocation expenses up to $135,000 incurred prior to the 2nd anniversary of his start date. Mr. Cheung will also receive equity and other long-term incentive awards under any applicable plan adopted by the Company during the term of his employment for which employees are generally eligible and will be eligible to receive annual incentive awards under the Company’s then applicable Equity Incentive Plan. The foregoing description of the terms of the offer to Mr. Cheung is not complete, and is qualified in its entirety by reference to the full text of Mr. Cheung’s offer letter, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 8.01. Other Events.

On September 14, 2022, the Company issued a press release announcing the appointment of Executive Vice President and Chief Financial Officer. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibit

 

Exhibit No.	Description
10.1	Andy Cheung Offer Letter dated September 8, 2022.
99.1	Company press release dated September 14, 2022.

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.
September 14, 2022	By:	/s/ Aneezal H. Mohamed
	Name:	Aneezal H. Mohamed
	Title:	Chief Legal Officer

EX-10.1

Exhibit 10.1

September 1, 2022

Mr. Andy Cheung

Lake Forest, IL

Via Email

Dear Andy:

On behalf of CVG, I am pleased to confirm the following offer of employment. This offer is consistent with our communications and discussions and supersedes any previous offers of employment, whether verbal or written. It is a record of our commitment to hire you to work for CVG as set forth below:

Job Title:	Executive Vice President and Chief Financial Officer. This position does not require you to relocate to our headquarters in New Albany, OH for two (2) years; however, you will be expected to travel to our locations, both domestic and global, including our headquarters in New Albany, OH, regularly. You are expected to be on company premises during the work week, Monday through Friday, with flexibility granted due to commuting, if company matters do not require otherwise.
Effective Date:	Monday, September 26, 2022, or a mutually agreeable alternative date.
Reports To:	Harold Bevis, President and Chief Executive Officer
Salary:	$450,000 annualized. This is a salaried exempt position as defined by the U.S. Fair Labor Standards Act.
Relocation:	The Company will pay or reimburse customary and reasonable costs associated with your relocation to our headquarters in New Albany, OH, up to a maximum of $135,000 on or before the 2nd anniversary of your start date. Costs in excess of the budget will be considered but are subject to specific review and approval as overruns are incurred.
Annual Review:	Performance and executive compensation reviews take place annually; 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 of Directors (the “Compensation Committee”).
Management Performance Bonus:	You will be eligible for a discretionary annual incentive award targeted at 65% of your base salary. The current AIP metrics are financial in nature and are tied to Incremental Net Sales, Operating Income Margin and Operating Working Capital as a Percent of Sales. Annual payouts may range from 0% - 200% depending on performance versus plan. Your 2022 bonus opportunity will be determined on a full year basis and will not be less than $292,500; this will make you whole for your walk-away cash incentive from your current employer.
Long Term Incentives:	You will be eligible for all long-term incentive awards for which similarly situated executives are generally eligible. 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- based performance component. The cash based performance bonus has two measures; (1) relative total shareholder return versus a published peer group, with payouts ranging from 0% to 200% based on performance relative to the peer group and (2) a component based on our return on invested capital (ROIC) metric that will be tracked on an annual basis for payout consideration and banked for a three-year cliff cash payout as set forth in the grant documents. Target awards are subject to annual review and approval by the Compensation Committee but will be no less than 135% of your base salary each calendar year. Due to your September start date, we will catch you up for your Q4’2022 long term incentive with your 2023 award in the first half of 2023.

7800 Walton Parkway /New Albany, OH /43054 /614.289.5360

Signing Incentives:	In connection with the walk-away value of your long-term compensation incentives with your current employer and with the intent to make you whole, you will receive signing incentives valued at $540,000. Such incentives will be denominated in the form of one (1) cash incentive and two (2) types of long-term incentives, restricted shares and performance shares, as follows: 1.You will receive a one-time cash payment with a gross amount of $100,000 within the first 30 days of start date. 2.You will receive signing incentives valued at $220,000 denominated in the form of a restricted stock grant on or about 30 days from your start date with a three-year ratable vesting schedule with the first tranche vesting on December 31, 2023. The stock price used to determine the number of shares issued will be the closing price of CVGI shares on the grant date. 3.You will receive signing incentives valued at $220,000 denominated in the form of a performance share grant on or about 30 days from your start date with a cliff vest on December 31, 2024. This will follow the same TSR schedule as is applicable to current executives who received similar grants in 2022. The stock price used to determine the number of shares issued will be the closing price of CVGI shares on the grant date. There will be no ROIC metric portion for your performance share signing incentive. The initial value of these incentives is recoverable if you resign or are terminated for cause within 18 months of the grant. 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.
Vacation:	Four (4) weeks of vacation per calendar year. Vacation is earned and must be used within each calendar year.
Personal Days & Holidays:	3 personal days and 10 observed annual holidays will be compensated.
Health Benefits:	Medical, Dental and Vision insurance, and a suite of voluntary benefits, is available for you and your eligible dependents. The details of those benefits will be provided under separate cover and include Healthcare, Prescription Drug Coverage, Vision Care, Dental Care, Basic Group Life, Dependent Life, Accidental Death, and Long-Term Disability.
Conditional:	Employment is contingent upon successfully passing a drug screen and background check.
401(k) Savings Plan:	You are eligible to voluntarily join our 401(k) Plan following 30 days of continuous employment. The Company historically matches 100% of the first 3% of employee contribution and 50% of the next 2% of employee contributions. All matching dollars vest immediately under the Plan.
Restrictive Covenants:	Covered executives are not eligible to sell CVGI shares until they 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 Chief Financial Officer is three times (3x) annual base pay. You are also subject to a twelve-month non-competition, non-solicitation covenant as will be further described in your Change in Control Agreement.

7800 Walton Parkway /New Albany, OH /43054 /614.289.5360

7800 Walton Parkway /New Albany, OH /43054 /614.289.5360

EX-99.1

Exhibit 99.1

Commercial Vehicle Group (CVG) Appoints Andy Cheung as Executive Vice President and Chief Financial Officer 

Cheung brings with him 25 years of global experience in finance and general management across industries including the automotive and building products sectors.

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NEW ALBANY, Ohio, September 14, 2022 (Newswire.com) - CVG announced today that Andy Cheung has been appointed to the role of Executive Vice President and Chief Financial Officer, effective October 11, 2022.

Prior to this appointment, Cheung spent more than 25 years at Johnson Controls, progressing through a variety of roles and departments including positions in finance, general management, procurement, and corporate development. He has held a number of senior-level positions throughout his career, and lived and worked in Japan, China, Belgium, and the United States during his tenure. Cheung is joining CVG directly from Johnson Controls where he was most recently serving as Vice President & Chief Financial Officer of Global Products.

“Andy will play an important role in CVG’s transformation,” said CVG President and CEO Harold Bevis. “He has a proven record of building strong teams and delivering results. Andy has extensive experience with acquisitions, joint ventures and partnerships which will prove valuable as CVG enters its next phase of profitable diversified growth.” 

“I believe the size, global platform, and diversification of CVG’s offerings poise the company for significant growth over the next few years,” said Cheung. “I’m eager to put my experience to immediate use and become part of CVG’s journey into the future, especially as the company continues focusing on the electric vehicle and automation industries.”

Cheung will replace Christopher Bohnert, who resigned from the role of CFO and is expected to remain with the company in a different role until the end of the year and assist in a smooth leadership transition.

Cheung was born in Hong Kong and received his Bachelor of Business Administration in Accounting from Hong Kong University of Science & Technology, and an MBA from the University of Chicago. Mr. Cheung is also a Certified Public Accountant (inactive status).

About CVG
At CVG, we deliver real solutions to complex design, engineering and manufacturing problems while creating positive change for our customers, industries, and communities we serve. Information about our company and products are available at www.cvgrp.com.

Media Contact

Sarah Littlefield

PR Specialist

Sarah.Littlefield@cvgrp.com

Source: Commercial Vehicle Group Inc.

About Commercial Vehicle Group

CVG is a global provider of components, assemblies and systems to the traditional commercial vehicle

market, the electric vehicle market, and the warehouse automation market.

http://cvgrp.com

Company Address

Commercial Vehicle Group

7800 Walton Pkwy

New Albany, OH 43054

United States

Original Source: www.newswire.com

XML

Cover	Sep. 14, 2022
Cover [Abstract]
Document Type	8-K
Document Period End Date	Sep. 08, 2022
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 $0.1 per share
Trading Symbol	CVGI
Security Exchange Name	NASDAQ
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001290900