Aneezal Mohamed
About Aneezal Mohamed
Aneezal H. Mohamed is Chief Legal Officer, Compliance Officer and Secretary of Commercial Vehicle Group (CVG). He has served as CLO since February 2016, after joining CVG in November 2013; he is 61 years old as of March 17, 2025 . Prior roles include of counsel at Kegler Brown Hill & Ritter; multiple in-house leadership positions at Cardinal Health (Senior Counsel, VP & Associate General Counsel, Assistant General Counsel); and in-house counsel at CMS Energy . Education: JD (1997) Cooley Law School at Western Michigan University; BA in Political Science and Economics, Towson State University; licensed in Ohio and Michigan . CVG ties incentive pay to multi-year TSR and ROIC and annual metrics (operating income margin, new sales, operating working capital % of sales); the committee paid no annual bonuses for 2024, and Mohamed’s 2024 time-based restricted shares vested early under the retirement rule, while his 2021–2023 cash LTI vested at 61.54% of target ($69,860) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Commercial Vehicle Group (CVG) | Chief Legal Officer, Compliance Officer & Secretary | 2016–present | Executive legal leader; signatory/agent for S-8 (2025 equity pool add) and S-3 (2025 shelf) . |
| Commercial Vehicle Group (CVG) | Legal roles of increasing responsibility | 2013–2016 | Supported corporate governance and transactions (joined Nov 2013) . |
| Kegler Brown Hill & Ritter | Of Counsel | N/D | Corporate and compliance legal experience (prior to CVG) . |
| Cardinal Health | Senior Counsel; VP & Associate GC; Assistant GC | N/D | Large-cap in-house legal leadership experience . |
| CMS Energy | In-house Counsel | N/D | Regulated industry legal background . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Ohio Chamber of Commerce | Board of Directors | N/D | Current board member . |
| Columbus Council on World Affairs | Former Chairman; current Board member | N/D | Community and global affairs leadership . |
Fixed Compensation
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | $357,455 | $367,904 | $381,434 |
| Stock Awards (Grant-date fair value) | $180,864 | $182,734 | $190,225 |
| Incentive Plan Compensation (cash) | $289,494 | $552,887 | — (no 2024 bonus paid) |
| All Other Compensation | $12,200 | $13,200 | $13,800 |
| Total | $840,013 | $1,116,725 | $585,459 |
Notes:
- The compensation committee exercised negative discretion and paid no 2024 annual bonuses to NEOs .
- CEO and NEO annual incentive targets are set in the plan-based awards table; Mohamed’s 2024 target annual incentive was $385,000 (~100% of base) .
Performance Compensation
Annual Incentive (AIP) – 2024 Design and Outcome
| Component | Threshold ($) | Target ($) | Maximum ($) | Metric framework | 2024 payout |
|---|---|---|---|---|---|
| Annual cash incentive (AIP) | $14,438 | $385,000 | $770,000 | Operating income margin; New Sales; Operating Working Capital % of Sales | $0 (no bonus paid) |
Long-Term Incentives (LTI)
-
2024 LTI awards and vesting | Instrument | Grant date | Amount | Vesting / Performance | Metrics | Status / Value | |---|---|---|---|---|---| | Restricted Stock | 3/28/2024 | 29,584 shares; grant-date fair value $190,225 | Time-based; fully vested in 2024 under retirement age rule; 29,584 shares vested on 9/24/2024 at $3.49/share; value realized $103,248 | N/A (time-based) | Fully vested in 2024 (Rule of 70) | | Cash Performance Award | 3/28/2024 | Threshold $92,939; Target $185,877; Max $371,754 | 3-year performance; payable after 12/31/2026 if metrics met | Relative TSR and ROIC (for LTIs) | In progress (performance period 2024–2026) |
-
Historical LTI realization (2011–2023 award cycle paid in 2024) | Cycle | Vehicle | Target | Payout % | Paid ($) | Notes | |---|---|---:|---:|---:|---| | 2021–2023 | Restricted cash (cliff) | $160,000 | 61.54% | $69,860 | Relative TSR vs comparator group; paid Jan 19, 2024 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 174,620 shares (less than 1%) as of March 17, 2025; 34,640,434 shares outstanding . |
| Ownership as % of shares outstanding | ~0.5% (174,620 / 34,640,434; derived from disclosed figures) . |
| Unvested shares at 12/31/2024 | 0 (all unvested shares vested in 2024 due to retirement rule; excluded from outstanding awards table) . |
| Options | None outstanding (company-wide; no stock options outstanding as of April 1, 2025) . |
| Pledged shares | None (no pledging by directors or NEOs) . |
| Ownership guidelines | Not disclosed in extracted materials. |
Equity plan capacity context:
- Outstanding awards: 2,035,000 shares (includes restricted and performance share awards); remaining available: 76,800 shares; additional 1,800,000 shares subject to shareholder approval in 2025; last reported stock price on April 1, 2025: $1.17 .
- S-8 filed May 22, 2025 to register the additional 1,800,000 shares under the Amended & Restated 2020 Equity Incentive Plan; Mohamed listed as agent for service .
Employment Terms
Change-in-Control (CIC) and Severance Framework
| Term | Details |
|---|---|
| Without cause termination (pre-CIC) | Earned but unpaid salary plus 12 months base salary continuation (Mohamed) . |
| CIC + termination without cause or for good reason (within 13 months) | Severance equal to 1x current annual compensation (base salary + average annual incentive of prior 3 years) plus 12 months of certain benefits; unvested restricted stock fully vests; cash performance awards determined per plan terms . |
| Non-compete / non-solicit | 12 months post-employment (NEOs including Mohamed) . |
Potential Payments (as if event occurred 12/31/2024)
| Scenario | Severance Payment ($) | Restricted Stock ($) | Cash Performance Award ($) | Benefits Continuation ($) | Legal Counsel ($) | Total ($) |
|---|---|---|---|---|---|---|
| Death or Disability | 288,750 | — | — | — | — | 288,750 |
| Retirement | — | — | 133,071 | — | — | 133,071 |
| Involuntary Not for Cause | 673,750 | — | — | — | — | 673,750 |
| Change-in-Control (no termination) | — | — | 133,071 | — | — | 133,071 |
| CIC + Termination within 13 months | 665,794 | — | 133,071 | 25,000 | 50,000 | 873,865 |
Other program features:
- Deferred compensation: NEOs did not participate in 2024; the company provides no match under the plan .
- Pension/SERP: No pension or nonqualified deferred comp earnings disclosed for Mohamed in SCT (—) .
- Equity plan terms: RSUs may vest upon retirement or CIC per plan; summary plan terms and vesting mechanics disclosed in proxy appendix .
Compensation Structure Analysis
- Year-over-year pay mix shift: 2024 total reported pay fell versus 2023 due to zero AIP payout and absence of long-term cash payout (SCT “Incentive Plan Compensation” dropped from $552,887 in 2023 to — in 2024) despite a modest salary increase and similar equity grant value .
- At-risk emphasis maintained: 2024 AIP target set at ~100% of base ($385,000 target vs. $381,434 salary), and 3-year cash LTI tied to TSR/ROIC remains in place .
- Early vesting under retirement rules: All of Mohamed’s 2024 time-based restricted shares vested in 2024 per retirement rule (“Rule of 70”), reducing unvested overhang and potential forced selling later, but diminishing retention lock from time-based equity going forward .
- No options or repricing risk: CVG had no stock options outstanding as of April 1, 2025; equity delivered via RSUs/PSUs/cash LTI mitigates option-repricing concerns .
- Share pool expansion: 2025 ask/register for 1.8 million additional shares under the equity plan could increase dilution but provides capacity for future retention and performance alignment grants .
Say-on-Pay & Shareholder Feedback
- 2023 say-on-pay approval: Approximately 93.37% support, viewed by the committee as strong endorsement; no specific changes enacted in response during 2023 .
Equity Plan Mechanics (Vesting/Pressure Signals)
- 2024 vesting event: 29,584 shares vested for Mohamed on 9/24/2024 at $3.49, realizing $103,248; no options; no pledging .
- 2024 year-end stock price reference points: $2.48 on 12/31/2024 (used in vesting value tables); $1.17 last reported sales price on April 1, 2025 (proxy table reference) .
- Plan permits accelerated vesting upon retirement/CIC under specified conditions; AIP paid zero for 2024, indicating alignment with performance/committee discretion .
Investment Implications
- Alignment: Mohamed’s target annual bonus at 100% of salary and multi-year TSR/ROIC-linked LTI indicate a high at-risk pay mix tied to value creation; zero 2024 AIP payout underscores committee discipline .
- Retention: Early vesting of 2024 RSUs under retirement rules removes time-based equity overhang for Mohamed, reducing lock-in; however, a 12-month non-compete/non-solicit and 1x CIC severance remain retention levers .
- Selling pressure: With no options and no pledging, and after the 2024 vesting event, near-term forced selling pressure appears limited; any future realized value hinges on TSR/ROIC outcomes for the 2024–2026 cash LTI .
- Dilution vs. incentives: The 1.8 million-share plan augmentation increases potential dilution but equips CVG to deliver competitive equity awards—a consideration amid low share price references ($1.17 on 4/1/2025) affecting grant value and retention efficacy .