Thomas Cellitti
About Thomas R. Cellitti
Thomas R. Cellitti, age 73, is the Independent Chairman of the Board at Core Molding Technologies (CMT). He has served as a director since February 10, 2000 and was elected Chairman on June 15, 2020. He holds an MBA (Finance) from Loyola University Chicago and a BBA from Marquette University. His background includes senior leadership in manufacturing, reliability/quality, and strategy within the truck/bus/powertrain industries, notably at Navistar.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Navistar, Inc. | SVP, Integrated Reliability & Quality | 2008–2013 | Led reliability/quality; prior VP & GM Medium Truck (2004–2008) and Bus Vehicle (1991–2004); earlier roles in Manufacturing and Finance |
| Core Molding Technologies | Chairman of the Board (Independent) | 2020–present | Independent Chair; oversees Board effectiveness and strategy oversight |
| Core Molding Technologies | Director | 2000–present | Former Chair of Nominating & Corporate Governance and Chair of Executive Resource Committee |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Various industry and nonprofit organizations; private corporations | Director/Board member | Not disclosed | Prior board service noted; no current public company directorships disclosed |
Board Governance
- Independence and leadership: The Board affirms Cellitti is independent under NYSE American standards; he serves as Independent Chairman. Key Board committees are 100% independent.
- Committee memberships (2024): Compensation Committee member (Chair: Andrew O. Smith); Nominating & Corporate Governance Committee member (Chair: Sandra L. Kowaleski).
- Attendance and engagement: The Board met nine times in 2024; all directors attended at least 85% of Board/committee meetings. All directors attended the 2024 Annual Meeting.
- Risk oversight: The Board oversees enterprise, financial, compensation risk, sustainability, and cybersecurity, with members holding cybersecurity experience; at least one director holds a cybersecurity oversight certificate.
- Stockholder alignment practices: Independent compensation consultant (Pearl Meyer) with no conflicts; anti-hedging and anti-pledging policy; compensation clawback policy adopted in 2023; declassified board with plurality-plus policy.
Fixed Compensation (Non-Employee Director; 2024)
| Component | Amount ($) | Notes |
|---|---|---|
| Cash fees | 117,482 | Annual director fee; Chairman fee level applies to Chair role |
| Equity – Restricted Stock (grant-date fair value) | 115,502 | Equity awards granted March 2024; 6,022 RS shares |
| Total | 232,984 | Cash + equity |
Additional details:
- Standard annual cash retainers (for reference): Chairman $119,500; Director $81,500; Committee chair fees – Audit $8,000; Compensation $5,000; Nominating & Governance $5,000.
- Director stock ownership guidelines: 3x annual cash compensation; as of Dec 31, 2024, all non-employee directors met the guideline except a recent appointee (Miñarro).
Performance Compensation
Directors do not receive performance-based incentives; equity is time-based restricted stock intended to align interests with shareholders. For directors age 65 and older, each restricted stock grant vests in one installment at one year; otherwise vests in three equal annual installments. Awards accelerate upon death, disability, or change-in-control.
| Award Type | Grant timing | Shares | Vesting | Grant-date Value ($) |
|---|---|---|---|---|
| Restricted Stock | March 2024 | 6,022 | One-year (age 65+) | 115,502 |
Other Directorships & Interlocks
| Item | Status |
|---|---|
| Current public company boards | None disclosed |
| Compensation Committee interlocks | None in 2024 (committee comprised of independent directors; no interlocks) |
| Section 16(a) compliance | No late filings cited for Cellitti in 2024; late Forms 4 noted for certain officers only |
| Related-party transactions | None >$120,000 involving directors/officers reported for 2024 through proxy date |
Expertise & Qualifications
- Skills matrix highlights: Manufacturing; Truck/Auto/Marine industry; senior management; Finance/Accounting/Budgeting; Strategy; Corporate Governance.
- Education: MBA (Finance) Loyola University Chicago; BBA Marquette University.
- Board role: Independent Chairman since 2020; long-tenured director since 2000, providing continuity and sector expertise in manufacturing and quality.
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 106,165 |
| Ownership as % of shares outstanding | 1.1% (based on 9,258,054 shares outstanding) |
| Direct/common shares with sole voting/investment power | 97,145 |
| Restricted stock (unvested) | 9,020 |
| Shares pledged | Company policy prohibits pledging; no pledging disclosed for Cellitti |
Governance Assessment
- Strengths: Independent Chairman; fully independent key committees; strong attendance; anti-hedging/anti-pledging; clawback in place; independent compensation consultant without conflicts; no related-party transactions; and robust stock ownership guidelines met by directors.
- Alignment: Director pay mix balanced between cash and equity (approx. 50/50 in 2024), with time-based RS supporting alignment; Cellitti’s ~1.1% beneficial ownership indicates meaningful skin-in-the-game for a small-cap issuer.
- Shareholder sentiment signal: Say-on-pay passed with ~97% support in 2024, indicating investor approval of compensation practices and governance.
- Red flags: None identified in disclosures regarding attendance, interlocks, related-party transactions, pledging, or Section 16 compliance specific to Cellitti.