Kristin Mathers
About Kristin Mathers
Kristin S. Mathers is Chief Human Resource Officer (NEO) at Commercial Vehicle Group (CVGI), first recognized as an NEO in 2021 and continuing through 2024 . Her pay is heavily at‑risk and tied to enterprise performance: 2024 annual bonus targets emphasized Operating Income Margin (60%), New Revenues (20%), and Operating Working Capital % of Sales (20%); actuals were 0.9% margin vs 1.9% threshold, $105.4M new business vs $100M target, and 21.1% OWC vs 20.0% target, after which the Committee exercised negative discretion and paid zero bonus to all NEOs, including Mathers . Her three‑year LTIP cash award for the 2022–2024 period paid 0% based on relative TSR performance versus peers, reinforcing pay‑for‑performance alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Commercial Vehicle Group (CVGI) | Chief Human Resource Officer (NEO status) | Recognized as NEO in 2021, 2022, 2023, 2024 | Not disclosed |
External Roles
- Not disclosed in available proxy statements and 8‑Ks reviewed.
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $347,000 | $357,143 | $380,000 |
| Target Bonus (% of Salary) | ≥50% (policy) | Not disclosed | 60% |
| All Other Compensation ($) | $22,290 | $13,200 | $13,800 |
| Total Compensation ($) | $589,111 | $824,958 | $568,431 |
Notes:
- “≥50%” indicates the CHRO’s annual incentive opportunity was stated as “at least 50% of base salary” in 2022 .
- 2024 “Total” reflects zero annual bonus due to negative discretion despite partial metric achievement .
Performance Compensation
Annual Bonus Design (2024)
| Metric (Weight) | Threshold | Target | Superior | Actual | Payout Calculation | Weighted Payout |
|---|---|---|---|---|---|---|
| Operating Income Margin (60%) | 1.9% | 2.9% | 3.9% | 0.9% | 0% | 0% |
| New Revenues (20%) | $80M | $100M | $120M | $105.4M | 127% | 25% |
| Operating Working Capital % Sales (20%) | 22.0% | 20.0% | 18.0% | 21.1% | 75% | 15% |
| Total | — | — | — | — | — | 40% (pre-discretion) |
- Committee exercised negative discretion to reduce 2024 bonus payouts to $0 for all NEOs, including Mathers .
2024 Grants of Plan-Based Awards (LTIP and Equity)
| Award Type | Grant Date | Threshold ($) | Target ($) | Max ($) | Shares (#) | Grant Date Fair Value ($) |
|---|---|---|---|---|---|---|
| Cash Performance Award (3‑yr, ends 12/31/2026) | 3/28/2024 | $85,500 | $171,000 | $342,000 | — | — |
| Restricted Stock (time-based) | 3/28/2024 | — | — | — | 27,216 | $174,999 |
Vesting:
- Time-based restricted stock from March 2024: one‑third vested 12/31/2024; remainder vests 12/31/2025 and 12/31/2026 .
- March 2023 grant: one‑third vested on 12/31/2023 and 12/31/2024; remainder vests 12/31/2025 .
- 2022–2024 TSR‑based LTIP cash award paid 0% of target based on relative TSR rank vs peer group (0% below 25th percentile) .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial Ownership (as of 3/17/2025) | 75,231 shares; <1% of outstanding |
| Unvested Restricted Shares (12/31/2024) | 24,624; market value $61,068 at $2.48/share |
| Shares Acquired on Vesting (2024) | 28,794; value realized $94,543 |
| Options Outstanding | None (CVG stock options have not been awarded) |
| Shares Pledged | None; no shares of directors/NEOs pledged |
| Hedging/Pledging Policy | Hedging prohibited; pledging prohibited unless pre‑approved and borrower can repay without using pledged shares |
| Ownership Guidelines | NEOs: 2× annual base salary; no mandated timeframe, but cannot sell shares until compliance; 1‑year post‑vesting minimum hold under plan until guidelines met |
Employment Terms
- Change‑in‑Control Agreement executed December 2021 .
- Termination without Cause or for Good Reason (no CIC): earned/unpaid prior year incentive + prorated current year incentive + 12 months salary continuation .
- CIC + termination within 13 months: earned/unpaid incentive + prorated current year incentive + severance equal to one times current annual compensation (base salary + average bonus over prior 3 fiscal years), benefits continuation for 12 months, and accelerated vesting of outstanding equity/cash awards .
- Non‑compete and non‑solicit provisions: 12 months post‑termination .
- No tax gross‑ups under agreements .
- Clawback: NYSE Rule 10D‑1 compliant; recovery of excess incentive compensation upon material restatement, covering equity and cash awards over prior 3 fiscal years .
Potential Payments upon Termination or Change-in-Control (as of 12/31/2024)
| Scenario | Severance Payment ($) | Restricted Stock ($) | Cash Performance Award ($) | Benefit Continuation ($) | Legal Counsel ($) | Total ($) |
|---|---|---|---|---|---|---|
| Death or Disability | $228,000 | $61,068 | — | — | — | $289,068 |
| Retirement | — | $61,068 | $105,721 | — | — | $166,789 |
| Involuntary not for Cause | $608,000 | — | — | — | — | $608,000 |
| Change-in-Control (no termination) | — | — | $105,721 | — | — | $105,721 |
| CIC + Termination within 13 months | $496,379 | $61,068 | $105,721 | $36,000 | $50,000 | $749,168 |
Compensation Structure Analysis
- 2024 cash incentive reduced to zero via negative discretion despite partial metric achievement, reinforcing shareholder alignment amidst restructuring and margin pressure .
- Shift to time-based restricted stock with three‑year schedules; no stock options used for NEOs, reducing option‑related risk and repricing concerns .
- LTIP cash tied to relative TSR delivered 0% payout for 2022–2024, indicating strict performance gating .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay received ~88.2% approval; Committee continued to view results as strong support and maintained program design .
Performance Compensation Details (Design Targets for 2025)
- 2025 bonus metrics and weighting: Strategic Revenue (20%), Operating Income Margin (60%), Operating Working Capital % of Sales (20%) .
Investment Implications
- Near‑term selling pressure risk appears contained by: 1‑year post‑vesting hold and ownership guideline compliance requirement, anti‑hedging and restricted pledging policies, and no options outstanding . Upcoming vest dates on 12/31/2025 and 12/31/2026 for restricted stock, and LTIP cash performance award measurement through 12/31/2026, should be monitored for potential tax‑related share withholding but do not imply directional selling .
- Pay‑for‑performance posture is tight: zero 2024 bonus via negative discretion and 0% TSR‑based LTIP payout underscore alignment but may elevate retention risk if sustained; severance economics for Mathers are moderate (12‑month salary continuation without CIC; 1× current annual compensation on CIC + termination) and include 12‑month non‑compete/non‑solicit, with no tax gross‑ups—an investor‑friendly structure .
- Governance signals are positive: robust clawback, prohibition on hedging and margin accounts, limited pledging with strict pre‑approval, and annual ownership guideline checks support long‑term alignment .