David Duvall
About David Duvall
David L. Duvall, 56, has served as President, Chief Executive Officer, and Director of Core Molding Technologies since October 22, 2018; he holds an M.S. in Mechanical Engineering from Stanford and a B.S. in Mechanical Engineering from Purdue . In 2024, CMT faced normalization in customer demand; net sales declined 15% to $302.4M, EBIT fell 37% to $16.7M, and EPS declined to $1.51, while cash from operations reached a record $35.2M (+1% YoY), reflecting strong cost actions; the 2024 STIP paid at 61% of target versus 126% in 2023 . Pay-versus-performance disclosures show the value of an initial $100 investment in CMT stock moved from $153.18 (2022) to $142.65 (2023) to $89.26 (2024), broadly consistent with weaker 2024 operating performance and lower incentive payouts . Duvall beneficially owns 303,847 CMT shares (3.3% of outstanding), including restricted and performance shares subject to future vesting; he meets the CEO stock ownership guideline (3x base salary) and is subject to anti-hedging/anti-pledging policies .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Signode Industrial Group (Carlyle) | Group President, Global Equipment & Tools | 2017–2018 | Led a global industrial equipment/tools portfolio until sale to Crown Holdings . |
| Danfoss | SVP & GM, Global Hydrostatics (Germany) | 2012–2017 | Ran global hydrostatics division; earlier led carve-out to form stand‑alone Global Valves business (2008–2012) . |
| TI Automotive | Americas GM, Fuel Tanks | 2005–2008 | Managed regional fuel tank operations in automotive systems . |
| VITEC LLC | VP Operations | 2003–2005 | Operations leadership in industrial/automotive components . |
External Roles
- No additional public-company directorships or external board roles for Mr. Duvall are disclosed in the 2025 proxy .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 645,011 | 705,880 | 749,347 |
| Bonus ($) | — | — | — |
| All Other Compensation ($) | 19,625 | 21,450 | 22,425 |
| Note | Base salaries for NEOs increased 3.5% in June 2024 . |
- STIP target: CEO at 100% of base salary; other NEOs at 80% .
Performance Compensation
Short-Term Incentive Plan (STIP)
- Design (2024): Two metrics with threshold at 65% of target (no payout below), linear scaling to 150% at 150% of target achievement; CEO target is 100% of base .
| Year | Metric | Target | Actual | Achievement (%) | Weight | Payout Outcome |
|---|---|---|---|---|---|---|
| 2024 | EBIT (before STIP) | $27,247k | $21,550k (adj.) | 40% | 75% | Companywide STIP 61% of target; CEO payout 61.3% of salary . |
| 2024 | Operating Cash Flow | $26,271k | $18,879k | 134% | 25% | See above . |
| 2023 | EBIT (before STIP) | $24,503k | $31,497k | 122% | 75% | Companywide STIP 126% of target; CEO payout 126% of salary . |
| 2023 | Free/Operating Cash Flow | $24,767k | $34,424k | 138% | 25% | See above . |
Long-Term Incentive (LTIP) – Structure and 2024/2023 Grants
- Mix transition: 2023 (10% performance/90% time), 2024 (30% performance/70% time), 2025+ (50%/50%); awards valued off a % of base (CEO 100% total) at March Board meeting .
- Time-based RS: 3 equal annual installments over 3 years; accelerated on death, disability, or change-in-control .
- Performance RS: 100% cliff-vest at 3 years; metrics are EBIT as % of sales and Return on Capital Employed; accelerated at target on death/disability/CoC .
| Executive | 2024 Performance RS (% salary) | 2024 Time RS (% salary) | 2024 Total (% salary) | 2023 Performance RS (% salary) | 2023 Time RS (% salary) | 2023 Total (% salary) |
|---|---|---|---|---|---|---|
| D. Duvall | 30% | 70% | 100% | 10% | 90% | 100% |
| Executive | 2024 Time RS Shares | 2024 Time RS Value ($) | 2024 Perf RS Shares | 2024 Perf RS Value ($) | 2023 Time RS Shares | 2023 Time RS Value ($) | 2023 Perf RS Shares | 2023 Perf RS Value ($) |
|---|---|---|---|---|---|---|---|---|
| D. Duvall | 26,825 | 514,500 | 11,496 | 220,500 | 37,634 | 601,200 | 4,182 | 66,800 |
- Company does not grant options and no longer grants SARs; no option timing policy needed .
Total Compensation (multi-year)
| Year | Salary ($) | Stock Awards ($) | Non-Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2022 | 645,011 | 668,000 | 630,894 | 19,625 | 1,963,530 |
| 2023 | 705,880 | 668,000 | 892,233 | 21,450 | 2,287,563 |
| 2024 | 749,347 | 734,997 | 459,349 | 22,425 | 1,966,118 |
Equity Ownership & Alignment
- Beneficial ownership (as of March 21, 2025): 303,847 shares (3.3% of outstanding), including 176,924 common, 81,541 restricted stock (unvested), and 45,382 performance-based shares (unvested) .
- Outstanding unvested awards (as of 12/31/2024):
- Time-based RS: 26,825 (2024 grant), 25,089 (2023), 21,410 (2022); aggregate market value $1,212,779 at $16.54/share .
- Performance-based RS at target: 11,496 (2024) and 4,182 (2023); aggregate market value $259,314 at $16.54/share .
- Ownership guidelines: CEO 3x base salary; status: CEO has met the requirement as of 12/31/2024; unvested performance shares excluded from the calculation .
- Anti-hedging/anti-pledging: Directors and executives are prohibited from pledging, short sales, options, derivatives, and margin accounts, mitigating alignment risks from pledged/hedged positions .
- Employee Stock Purchase Plan: 15% discount; aligns broader employee base (including NEOs) .
Employment Terms
| Scenario | Key Economics |
|---|---|
| Termination without cause / Good reason (not in connection with CoC) | Accrued salary/vacation and earned amounts; 24 months of continued compensation for CEO; target STIP for incomplete period; cash severance equal to market value of all unvested shares at termination; definitions per agreement . |
| Change in Control (double trigger: CoC plus termination without cause or good reason) | Accrued items; lump sum 2.99x the average of prior 5-year W‑2 base salary plus 5-year average STIP (subject to 280G cap); cash equal to market value of all unvested shares at termination . |
| Equity vesting on death/disability | Accelerated vesting of unvested restricted stock; performance shares vest at 100% of target . |
| Equity vesting on CoC | RS accelerate at CoC; performance shares vest at 100% of target (or based on actual after period end if CoC after performance period) . |
| Clawback | Mandatory recovery of erroneously awarded incentive-based compensation for restatements for the prior 3 completed fiscal years, per Rule 10D‑1 and NYSE American rules . |
- Start date and tenure: Joined as CEO and President on October 22, 2018; Director since 2018 .
Performance & Track Record
| Metric | 2023 | 2024 |
|---|---|---|
| Net Sales ($000s) | 357,738 | 302,378 |
| Net Income ($000s) | 20,324 | 13,299 |
| EPS ($) | 2.31 | 1.51 |
| EBIT ($000s) | 26,537 | 16,695 |
| Cash From Operations ($000s) | 34,842 | 35,151 |
| STIP Payout (% of Target) | 126% | 61% |
| Value of $100 Investment (PVP table) | $142.65 | $89.26 |
Select 2024 achievements underpinning execution: record cash flow from operations ($35.2M); $45M of net new business slated for launch in 2H25/early 2026; supplier quality awards; creation of Chief Commercial Officer role to drive growth .
Board Governance
- Board service and role: Director since 2018; also CEO; the Board separates the Chair and CEO roles, with an independent Chairman (Thomas R. Cellitti; independent Chair since June 15, 2020), moderating dual-role concerns .
- Independence and committees: All director nominees other than the CEO are independent; all key committees are 100% independent; Duvall is not listed as a member of Audit, Compensation, or Nominating/Governance committees .
- Attendance and structure: Board met nine times in 2024; all directors attended at least 85% of Board and committee meetings; annual election of all directors with plurality-plus voting policy .
- Director compensation: As an employee-director, Duvall receives no separate director pay; non-employee directors receive cash retainers (e.g., $81,500) and RS grants; independent chair receives higher retainer .
Compensation Peer Group and Governance
- Peer group used by Compensation Committee with Pearl Meyer: U.S. industrials of comparable size/complexity (median sales ~$409M); examples include Myers Industries, Stoneridge, Gentherm, UFP Technologies, Eastern Company, CECO Environmental, etc.; used to benchmark salaries, non-equity incentives, and equity awards .
- Compensation philosophy emphasizes variable pay (target variable ~64% CEO; ~60% other NEOs); 2024 realized mix for CEO ~62% variable, ~38% salary/other .
- Say-on-pay: 97% approval at 2024 annual meeting; Compensation Committee maintained philosophy for 2025 .
- Independent consultant (Pearl Meyer) with no conflicts; committees operate in executive session for final decisions .
Risk Indicators & Red Flags
- Hedging/pledging prohibited for insiders (reduces misalignment risk) .
- No related-party transactions >$120,000 in 2024 through proxy date (conflict risk low) .
- Section 16(a) compliance: one late Form 4 for Duvall (tax withholding on May 10, 2024) alongside other administrative late filings; no pattern of insider open-market selling disclosed for Duvall .
- Plan contains clawback and prohibits option/SAR repricing without shareholder approval; no options outstanding or granted .
Equity Ownership & Vesting Pressure (Detail)
| Award Type (Unvested) | Grant Year | Shares Unvested | Market Value at 12/31/24 ($16.54/sh) |
|---|---|---|---|
| Time-based RS | 2024 | 26,825 | 443,686 |
| Time-based RS | 2023 | 25,089 | 414,972 |
| Time-based RS | 2022 | 21,410 | 354,121 |
| Performance RS (target) | 2024 | 11,496 | 190,144 |
| Performance RS (target) | 2023 | 4,182 | 69,170 |
- Vesting cadence: Time-based RS typically 1/3 annually over three years; performance RS cliff at three years tied to EBIT% of sales and ROCE; both accelerate at target upon death/disability and at CoC; taxation may cause sell-to-cover withholding transactions around vest dates (per policy, not a sale mandate) .
Employment Contracts, Severance, and Change-of-Control Economics
- Double-trigger CoC protection at 2.99x average base + average STIP (5-year averages), subject to 280G cap; plus cash-out of unvested equity at market value; standard accruals .
- Non-CoC separation: 24 months continued compensation for CEO, target STIP for incomplete period, and cash value of unvested shares; standard accruals .
- Clawback applies to incentive-based comp for three completed fiscal years preceding any required restatement .
- Non-compete/non-solicit/garden leave terms not disclosed in the proxy .
Director Service History and Dual-Role Implications
- Board service: Director since 2018; management director (non-independent) .
- Governance mitigants: Independent Chair and fully independent key committees reduce concentration of power and address typical CEO+Chair independence concerns; annual elections and plurality-plus policy further support accountability .
Investment Implications
- Pay-for-performance alignment is credible: 2024 STIP paid 61% amid lower EBIT and EPS, and pay-versus-performance shows lower compensation actually paid and TSR, indicating variable pay sensitivity to operating performance .
- Retention risk is moderate-to-low near term: CEO meets ownership guidelines; substantial unvested RS/PRS balances with three-year vesting and CoC protection create meaningful “stay” incentives; anti-hedge/pledge enhances alignment .
- Selling pressure: No disclosed pledging; company uses RS/PRS (not options); most observable insider transactions appear administrative (e.g., tax withholdings); periodic vesting may lead to sell-to-cover but no pattern of open-market selling by Duvall is disclosed in the proxy .
- Change-in-control economics (2.99x + equity cash-out) are market-standard for small-cap industrials; double-trigger reduces windfall risk; clawback policy strengthens governance and shareholder protection .
- Execution track record mixed in 2024 (lower sales/EBIT/EPS but record CFO and quality awards), with $45M net new business slated for launch in 2H25/early 2026 as a forward catalyst to monitor against LTIP performance targets (EBIT% sales, ROCE) .