Melanie K. Cook
About Melanie K. Cook
Independent director at Commercial Vehicle Group (CVGI) since October 2023; age 52. Retired Chief Operating Officer of GE Appliances (2017–2021), with global operations leadership across ~15,000 employees. Serves on CVGI’s Audit Committee and chairs the Compensation Committee; designated an “audit committee financial expert.” Holds a BS in Business Administration (Decision & Information Sciences) from the University of Florida.
Past Roles
| Organization | Role | Tenure | Scope/Impact |
|---|---|---|---|
| GE Appliances | Chief Operating Officer | 2017–2021 | Full operations leadership for a multi‑billion‑dollar business with ~15,000 employees globally. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Badger Meter, Inc. | Independent Director | Since Feb 2022 | Audit and Compliance Committee. |
Board Governance
- Current CVGI committee roles: Audit Committee member; Compensation Committee chair. Audit Committee met 8 times in fiscal 2024; Compensation Committee met 5 times.
- Independence: The Board determined Ms. Cook is independent under Nasdaq rules; Audit Committee members meet heightened independence standards (Rule 10A‑3).
- Attendance: 100% attendance at Board and committee meetings for all directors in 2024; directors encouraged to attend annual meetings (all directors attended in 2024).
- Engagement: Independent directors met in executive session eight times in 2024 and twice year‑to‑date in 2025.
- Compensation Committee practices: Uses independent consultant Meridian; Committee assessed advisor independence and found no conflicts. Exercised negative discretion to reduce 2024 NEO bonuses to zero despite partial metric achievement.
Fixed Compensation
| Component | 2024 Amount | Details |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $92,500 | CVGI non‑employee directors receive an annual retainer of $85,000; Chair fees: Board $80,000, Audit Chair $20,000, Compensation Chair $15,000, NG&S Chair $10,000. Ms. Cook’s 2024 cash fees totaled $92,500. |
| Stock Awards ($) | $109,510 | Annual restricted stock grant. In May 2024, non‑employee directors were granted 20,431 shares each; valuation based on $5.36 closing price and ~$5.87 average price over prior 20 trading days. |
| Option Awards ($) | — | No options granted to directors in 2024. |
| Total ($) | $202,010 | Sum of cash and equity. |
Director equity grant detail:
| Grant Type | Grant Date | Shares Granted | Valuation Basis | Fair Value ($) | Vesting |
|---|---|---|---|---|---|
| Restricted Stock | 05/16/2024 | 20,431 | Closing price $5.36 and average closing price $5.87 over 20 days | $109,510 | Cliff vest on May 16, 2025 or at 2025 Annual Meeting. |
Notes: CVGI reimburses reasonable director meeting expenses; no director meeting fees.
Performance Compensation
- Director compensation is not performance‑based; equity grants are time‑based with one‑year minimum restriction periods under the Amended & Restated 2020 Equity Incentive Plan. Anti‑repricing, no cash buyouts of underwater options/SARs, and one‑year minimum vesting provisions apply; stock ownership guidelines require post‑vesting holding until compliance.
Committee‑oversight metrics (2024 NEO Bonus Plan):
| Metric | Weight | Threshold | Target | Superior | Actual | Payout for Metric | Weighted Payout |
|---|---|---|---|---|---|---|---|
| Operating Income Margin | 60% | 1.9% | 2.9% | 3.9% | 0.9% | 0% | 0% |
| New Revenues ($M) | 20% | 80 | 100 | 120 | 105.4 | 127% | 25% |
| Operating Working Capital % Sales | 20% | 22.0% | 20.0% | 18.0% | 21.1% | 75% | 15% |
| Total | 100% | — | — | — | — | — | 40% |
The Compensation Committee exercised negative discretion to reduce all NEO bonuses to $0 for 2024 based on broader Company performance and stockholder alignment.
Other Directorships & Interlocks
| Company | Role | Committee Roles | Shared Relationships / Interlocks |
|---|---|---|---|
| Badger Meter, Inc. | Independent Director (since Feb 2022) | Audit and Compliance Committee | No interlocks disclosed with CVGI’s customers/suppliers in this proxy. |
Expertise & Qualifications
- Nearly 30 years of global P&L leadership, product lifecycle management, digitization, end‑to‑end supply chain, global sourcing, and finance/audit across multiple industries; “audit committee financial expert” designation.
- Skills matrix: Executive Leadership, Strategic Management, Finance/Accounting, Operations, International, M&A, Legal/Risk/Governance.
Equity Ownership
| Holder | Total Beneficial Shares | % of Shares Outstanding | Unvested RS Units | Vesting Note |
|---|---|---|---|---|
| Melanie K. Cook | 34,085 | <1% (“*”) | 20,431 | Unvested RSs scheduled to vest May 16, 2025. |
- Anti‑hedging and anti‑pledging policy in place; proxy states no shares held by directors/NEOs are pledged.
- Stock ownership guidelines apply to directors, with one‑year post‑vesting sale restrictions until guideline compliance.
Governance Assessment
- Strengths: Independent status; chairs Compensation Committee; Audit Committee member and financial expert; perfect 2024 attendance; active executive sessions; disciplined pay oversight (negative discretion on 2024 bonuses); use of independent compensation consultant with no conflicts.
- Director pay mix: Balanced cash retainer plus equity; no options; one‑year minimum vesting; no repricing; anti‑hedging/pledging; supports alignment and investor‑friendly practices.
- Other board roles: One external public board (Badger Meter) with audit oversight experience; Board policy limits service to manageable levels.
- RED FLAGS: None disclosed regarding related‑party transactions, hedging/pledging, tax gross‑ups, or option repricing; overall governance signals are constructive.
- Shareholder sentiment: Say‑on‑pay approved by ~88.2% in 2024, indicating broad support for compensation practices overseen by the Committee.