Jeffrey S. Niew
About Jeffrey S. Niew
Independent director at Commercial Vehicle Group (CVGI); age 58; appointed December 12, 2024 and standing for re-election at the 2025 Annual Meeting . Serves on the Compensation and the Nominating, Governance & Sustainability Committees; independence affirmed under Nasdaq rules . President & CEO of Knowles Corporation since 2013, previously led Dover Communication Technologies (2011–Feb 2014) and held leadership roles at Knowles Electronics (COO 2007, President 2008, President & CEO 2010), Littelfuse (1995–2000), and Hewlett-Packard (1988–1994); BS in Mechanical Engineering, University of Illinois at Chicago; member of the University of Illinois College of Engineering Advisory Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Knowles Corporation | President & CEO | 2013–present | Led spin-off of Knowles from Dover into NYSE-listed company |
| Dover Communication Technologies | President & CEO; Vice President, Dover Corp | 2011–Feb 2014 | Led communications technologies portfolio |
| Knowles Electronics LLC | COO; President | COO 2007; President 2008–2010 | Global operations leadership |
| Littelfuse, Inc. | Product management, sales, engineering (Electronic Products) | 1995–2000 | Electronic components domain expertise |
| Hewlett-Packard | Engineering and product management (Optoelectronics Group) | 1988–1994 | Optoelectronics product leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| University of Illinois College of Engineering | Advisory Board Member | Not disclosed | Academic advisory role |
| Knowles Corporation | President & CEO | 2013–present | Public-company CEO experience |
Board Governance
- Independence and Committees: Independent director; member, Compensation Committee and Nominating, Governance & Sustainability Committee (NG&S) .
- Committee meetings (FY 2024): Compensation Committee 5 meetings; NG&S Committee 4 meetings .
- Attendance: All directors serving in 2024 attended 100% of Board and applicable committee meetings; Board held 4 regular and 5 telephonic meetings .
- Executive sessions: Independent directors met in executive session eight times in 2024; two times YTD 2025 .
- Board leadership: Independent non-executive chairmanship; Chair Robert C. Griffin retiring at 2025 AGM; William C. Johnson expected to become Chairman post-AGM .
- Tenure on CVGI Board: Director since 2024 .
Fixed Compensation
| Component | Standard Amount | Notes |
|---|---|---|
| Annual cash retainer | $85,000 | Increased from $75,000 effective Jan 1, 2024 |
| Chairman of the Board fee | $80,000 | Increased from $65,000 effective Jan 1, 2024 |
| Audit Committee Chair | $20,000 | Unchanged |
| Compensation Committee Chair | $15,000 | Unchanged |
| NG&S Committee Chair | $10,000 | Unchanged |
| Reimbursement | Reasonable expenses | Standard policy |
Director cash received (2024):
| Director | Fees Earned/Paid in Cash (2024) | Notes |
|---|---|---|
| Jeffrey S. Niew | $0 | Joined in Dec 2024; received stock award only |
Performance Compensation
Director equity awards (2024):
| Director | Grant Date | Shares Granted | Valuation Basis | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|---|
| Jeffrey S. Niew | Dec 16, 2024 | 49,813 | 20-day avg price $2.41 | $121,544 | Cliff vest at earlier of May 16, 2025 or 2025 AGM |
Compensation committee’s pay-for-performance framework (oversight context):
| Metric (Weight) | Threshold | Target | Superior | Actual | 2024 Weighted Payout (pre-discretion) |
|---|---|---|---|---|---|
| Operating Income Margin (60%) | 1.9% | 2.9% | 3.9% | 0.9% | 0% |
| New Revenues ($, 20%) | $80M | $100M | $120M | $105.4M | 25% (127% of metric) |
| Operating Working Capital % Sales (20%) | 22.0% | 20.0% | 18.0% | 21.1% | 15% (75% of metric) |
| Total | — | — | — | — | 40% → Committee exercised negative discretion to reduce bonuses to $0 |
Key governance policies tied to equity:
- One-year minimum restriction/vesting periods across awards; limited exceptions (≤5% pool) .
- Anti-repricing and no cash buyouts of underwater options/SARs without shareholder approval .
- Clawback policy compliant with Rule 10D-1 (3-year lookback) .
- Anti-hedging and pledging; pledging prohibited under insider trading policy .
Other Directorships & Interlocks
| Company/Institution | Role | Committees |
|---|---|---|
| Knowles Corporation | President & CEO | Not disclosed |
| University of Illinois College of Engineering | Advisory Board Member | Advisory |
- CVGI policy limits service on other public company boards to three, or just their own board if the director is an executive of another public company, reinforcing bandwidth/independence expectations .
- Compensation Committee Interlocks: None disclosed (no officer interlocks) .
Expertise & Qualifications
- Engineered solutions/electronic components and technology development; business transformation, strategy, M&A, global integration, customer relationship management .
- Financial, operations, international, and governance skillset confirmed in CVGI skills matrix .
- Mechanical Engineering degree (University of Illinois at Chicago) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Jeffrey S. Niew | 49,813 | <1% | Includes 49,813 shares vesting May 16, 2025 |
Ownership alignment policies:
- Director stock ownership guideline: 5× annual cash retainer; no mandated timeframe; may not sell vested shares until guideline compliance (one-year post-vesting sale restriction for awards and until guidelines met) .
- No director shares pledged as collateral; anti-hedging/pledging policy in place .
Governance Assessment
- Strengths: Independent status; deep operating and technology leadership; service on Compensation and NG&S committees; strict equity and clawback policies; disciplined negative discretion on 2024 bonuses; strong attendance across Board in 2024; active executive sessions .
- Alignment: Receives standard director equity; adheres to ownership guidelines and holding requirements; no pledging/hedging permitted .
- Potential conflicts/risks:
- Dual role as CEO of a public company (Knowles) may raise time-commitment concerns; CVGI policy limits external board service for executives to reinforce effectiveness .
- No related-party transactions disclosed; CVGI has formal related-party review via Audit Committee .
- Signals: 2024 say-on-pay support at ~88.2% indicates shareholder confidence in compensation oversight; Meridian engaged as independent consultant to the Compensation Committee .
RED FLAGS to monitor: Multi-company executive commitments (bandwidth), continued independence and absence of related-party transactions; ensure adherence to stock ownership guidelines and anti-pledging policies .
Notes on Insider Trading Data
Attempted to retrieve recent Form 4 filings for Jeffrey S. Niew at CVGI; data access was unavailable due to an authorization error, so no current transaction details could be provided. Analysis of ownership position is based on CVGI’s 2025 proxy beneficial ownership table .