J. Michael Nauman
About J. Michael Nauman
Independent director of Commercial Vehicle Group, Inc. (CVGI); age 62; director since June 2021. Serves on the Audit Committee and chairs the Nominating, Governance & Sustainability (NG&S) Committee; designated as an “audit committee financial expert.” Former President, CEO and director of Brady Corporation (2014–2022); prior senior leadership at Molex Incorporated; CPA and CGMA with a B.S. in Management from Case Western Reserve University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Brady Corporation | President, Chief Executive Officer & Director | 2014–2022 | Led strategy, restructuring, M&A; public company board experience |
| Molex Incorporated | Senior VP, Global Integrated Products (2007); EVP (2009); prior leadership since 1994 | 1994–2009+ | Ran global businesses across automotive, data communications, industrial, medical, aerospace, mobile |
| Arthur Andersen | Tax accountant and auditor | N/A | Technical finance/audit foundation |
| Ohio Associated Enterprises, Inc. | Controller; President | N/A | Operational and financial leadership in private company setting |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Matthews International Corporation | Director | Current | Audit; Compensation |
| Museum of Discovery (Little Rock) | Board member | Current | N/A |
| Boy Scouts of America – Quapaw Area Council | Board member | Current | N/A |
| The Anthony School Board of Trustees | Board member | Current | N/A |
Board Governance
- Independence: CVGI Board determined Nauman is independent under Nasdaq Rule 5605(a)(2) .
- Committee assignments: Audit Committee member; NG&S Committee chair; Audit Committee held 8 meetings in 2024; NG&S held 4 meetings in 2024 .
- Financial expert designation: Board designated Nauman as an “audit committee financial expert” .
- Attendance: 100% board and committee meeting attendance by all directors in 2024; Nauman participated in that cohort .
- Executive sessions: Independent directors met in executive session eight times in 2024 and two times YTD 2025 .
- Board leadership: Independent, non-executive Chair model; effective after the 2025 Annual Meeting, William C. Johnson expected to become Chair (not serving on committees) .
- Director service limits: Board limits service on other public boards to three (or only their own if an executive of another public company) .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $85,000 | Standard for non-employee directors |
| NG&S Committee chair fee | $10,000 | Chair fee (NG&S) |
| Audit Committee member fee | $0 | No separate member fee disclosed (only chair fees specified) |
| Total cash fees (Nauman) | $95,000 | 2024 Fees Earned or Paid in Cash |
Performance Compensation
| Award Type | Grant Date | Shares/Units | Valuation Basis | Grant Fair Value | Vesting |
|---|---|---|---|---|---|
| Restricted stock (director annual grant) | May 16, 2024 | 20,431 shares | Average closing price over 20 trading days prior to grant: $5.87 | $109,510 based on close price $5.36 at grant date | Cliff vest on earliest of May 16, 2025 or 2025 Annual Meeting |
- No options, SARs, PSUs or performance-conditioned equity were granted to directors in 2024; director equity is time-based only .
- Equity plan features include minimum one-year restriction/vesting periods, anti-repricing, and clawback compliance with Rule 10D-1 .
Other Directorships & Interlocks
| External Board | Potential Interlock/Conflict | Comment |
|---|---|---|
| Matthews International Corporation | None disclosed | No CVGI-related transactions disclosed; Nauman’s independence affirmed under Nasdaq rules |
Expertise & Qualifications
- 35+ years in commercial/operational leadership, strategy, restructuring, and M&A; global P&L experience; CPA and CGMA; BS Management, Case Western Reserve University .
- Audit/finance depth and public company CEO background; designated audit committee financial expert .
Equity Ownership
| Measure | Amount/Status |
|---|---|
| Total beneficial ownership | 85,835 shares; <1% of outstanding |
| Unvested restricted stock (as of 12/31/2024) | 20,431 shares vesting May 16, 2025 |
| Estimated vested shares | ≈65,404 (85,835 total − 20,431 unvested) |
| Pledged as collateral | None; company policy prohibits pledging |
| Ownership guidelines | Directors subject to stock ownership guidelines; post-vesting one-year minimum holding and sale restrictions until guideline compliance |
Governance Assessment
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Strengths
- Independent director with deep operating and financial credentials; audit committee financial expert; chairs NG&S—supports board effectiveness and governance rigor .
- 100% attendance and active committee engagement (Audit: 8 meetings; NG&S: 4)—strong engagement signal .
- Pay-for-performance culture reflected in Board oversight: Compensation Committee used negative discretion to reduce executive bonuses to zero despite partial metric attainment; say‑on‑pay approved at ~88.2% in 2024 .
- Robust equity plan guardrails (no repricing/cash buyouts of underwater awards; one-year minimum vesting; clawback; anti-hedging/pledging) and director ownership guidelines—alignment and shareholder protections .
-
Watch items
- Equity plan share reserve increase would lift potential dilution from 6.1% to 11.3% upon approval—monitor issuance pace and director grant sizing vs performance outcomes .
- Multi-board commitments: Matthews International board service; CVGI policy caps public company boards at three, mitigating overboarding risk; monitor time commitments .
-
RED FLAGS
- None disclosed regarding related-party transactions, hedging/pledging, legal proceedings, or tax gross-ups for directors; independence affirmed .
-
Net view: Nauman’s audit and governance leadership, financial expertise, and full attendance underpin board effectiveness; compensation and equity policies suggest shareholder-friendly orientation. Dilution from the expanded plan merits ongoing scrutiny, but governance safeguards and pay discretion are positive signals .