William C. Johnson
About William C. Johnson
William C. Johnson is an independent director of Commercial Vehicle Group (CVGI), age 61, serving since December 2023, with expected elevation to independent Chairman of the Board following the 2025 Annual Meeting . He holds a B.S. in Ceramic Engineering from Alfred University and an MBA from Rollins College; he began his career as a nuclear engineer in the U.S. Navy aboard the USS Stonewall Jackson . Johnson’s credentials center on multi-industry CEO experience (industrial/manufacturing), global operations, and M&A execution, with board-determined independence under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Welbilt, Inc. (WBT) | President & CEO | Oct 2018 – Jul 2022 | Led a public industrial manufacturer; executive leadership and strategy experience |
| Chart Industries, Inc. (GTLS) | President & CEO; COO | Jul 2016 – Jun 2018 | Public company executive; operations and M&A exposure |
| Dover Refrigeration & Food Equipment; Hillphoenix; ABB; ESAB | Increasing responsibility roles | Not disclosed | Cross-functional industrial operations, global footprint experience |
External Roles
| Organization | Role | Tenure | Committees/Positions |
|---|---|---|---|
| Avail Infrastructure Solutions | CEO and Board Member | Since Oct 2022 | Not disclosed; executive leadership of industrial/infrastructure solutions company |
No other current public-company directorships are disclosed for Johnson in CVGI’s proxy biography section .
Board Governance
- Independence: Board determined Johnson is independent under Nasdaq Rule 5605(a)(2) .
- Committees (FY2024): Compensation Committee; Nominating, Governance & Sustainability (NG&S) Committee .
- Committee meetings: Compensation (5); NG&S (4) in FY2024 .
- Attendance: Board held 4 regular and 5 telephonic meetings in FY2024; all directors attended 100% of Board and committee meetings; all attended 2024 Annual Meeting .
- Executive sessions: Independent directors met in executive session eight times in 2024 and twice as of the proxy date in 2025 .
- Board leadership transition: Chairman Robert C. Griffin retiring at the 2025 Annual Meeting; Johnson expected to become Chairman and not serve on any committee thereafter . CVG press release confirms Johnson to become Chairman post-meeting .
Fixed Compensation
| Component | Amount/Terms | FY2024 Detail |
|---|---|---|
| Annual cash retainer (non-employee directors) | $85,000 | Johnson: $85,000 fees earned |
| Chair fees | Chairman: $80,000; Audit Chair: $20,000; Compensation Chair: $15,000; NG&S Chair: $10,000 | If Johnson assumes Chair role post-2025 meeting, Chair fee policy applies ($80,000) |
| Reimbursement | Reasonable expenses for Board/committee meetings | Standard director policy |
2024 Director Compensation (Johnson)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| William C. Johnson | 85,000 | 109,510 (restricted stock accounting grant-date value) | 194,510 |
Performance Compensation
| Equity Type | Grant Date | Shares Granted | Grant Basis | Accounting Fair Value | Vesting Schedule |
|---|---|---|---|---|---|
| Restricted Stock (time-based) | May 16, 2024 | 20,431 | Annual director grant policy targets $120,000; shares computed using 20-day average price of $5.87 prior to grant | Value recognized at closing price $5.36 on grant date (aggregate $109,510) | Cliff vest on the first to occur of May 16, 2025 or the 2025 Annual Meeting |
Director awards are time-based; no performance metrics (e.g., EBITDA or TSR) are attached to non-employee director equity grants per the proxy description .
Other Directorships & Interlocks
| Company | Role | Committees | Potential Interlock/Exposure |
|---|---|---|---|
| Avail Infrastructure Solutions | CEO; Board Member | Not disclosed | No related-party transactions involving Johnson are identified in CVGI’s proxy sections provided; related-party transaction oversight resides with Audit Committee per policy . |
Expertise & Qualifications
| Skill/Experience | Evidence |
|---|---|
| Executive leadership; strategic management; finance/accounting; operations; international; M&A; legal/risk/governance | Johnson is marked across all categories in CVG’s Director Skills Matrix . |
| Education | B.S. Ceramic Engineering (Alfred University); MBA (Rollins College) . |
| Early career | U.S. Navy nuclear engineer aboard USS Stonewall Jackson . |
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Outstanding | Pledged? | Notes |
|---|---|---|---|---|
| William C. Johnson | 37,261 | <1% (denoted *) | No shares pledged by directors/NEOs | Outstanding shares: 34,640,434 as of Mar 17, 2025 . |
| Unvested restricted stock (as of 12/31/2024) | 20,431 (Johnson and other non-employee directors, except Niew) | N/A | N/A | Reflects the May 16, 2024 grant, vesting at May 16, 2025 or 2025 Annual Meeting . |
| Options outstanding (within 60 days of 3/17/2025) | None for directors/NEOs | N/A | N/A | Eliminates option-related alignment concerns . |
Stock Ownership Guidelines and Hedging/Pledging Policy
- Directors must hold shares equal to 5× annual cash retainer; compliance assessed annually at year-end using the higher of spot or 3-year average price; covered persons may not sell shares until compliant; awards subject to minimum one-year post-vesting hold and until guideline compliance is reached .
- Prohibits hedging and margin accounts; pledging prohibited except with prior Board approval and demonstrated repayment capacity; current table indicates no pledged shares by directors/NEOs .
Insider Trades (Section 16)
| Date | Type | Security | Quantity/Price | Source |
|---|---|---|---|---|
| May 16, 2024 | Stock award (grant) | Restricted stock (director grant) | Reported as grant; accounting value recognized at $5.36 close on grant date (aggregate $109,510) | SEC Form 4 filing for Johnson ; Yahoo insider summary |
No sales/hedging reported; unvested restricted shares outstanding as of 12/31/2024 (20,431) .
Governance Assessment
- Board effectiveness and engagement: Johnson served on two key committees (Compensation; NG&S), with full attendance and active independent-director executive sessions (8 in 2024), indicating robust oversight and engagement .
- Leadership transition signal: Elevation to independent Chairman post-2025 Annual Meeting strengthens board independence and oversight, aligning with CVG’s non-executive chair model .
- Alignment and incentives: Mix of fixed cash retainer ($85,000) and time-based restricted stock with minimum holding requirements and 5× retainer ownership guidelines supports long-term alignment; no options outstanding and no pledged shares reduce risk .
- Independence and conflicts: Board determination of independence (Nasdaq standards); related-party transactions are subject to Audit Committee review under formal policy; proxy sections provided do not identify Johnson-related related-party transactions or pledging .
Red flags: None evident in disclosed materials; notable positives include 100% attendance, independence, non-pledging, and imminent independent Chair role. Ongoing monitoring recommended for any Avail-related transactions given Johnson’s CEO role, with CVG’s related-party policy providing oversight if such transactions arise .