CORE MOLDING TECHNOLOGIES INC (CMT)

Sector: Materials

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2026 Annual Meeting Analysis

CORE MOLDING TECHNOLOGIES INC · Meeting: May 14, 2026

Policy v1.2high confidenceView Filing ↗
For informational purposes only. This AI-generated analysis applies a published voting policy to publicly available proxy filings. It does not constitute investment advice, proxy voting advice, or a solicitation of any kind. AI analysis may be incomplete or inaccurate — always review the actual filing and make your own independent decision.

Directors FOR

7

Directors AGAINST

0

Say on Pay

FOR

Auditor

FOR

Director Elections

Election of Directors

7 FOR
✓ FOR
Thomas R. Cellitti

Long-tenured independent director with extensive manufacturing industry experience; CMT's 3-year return of 25% is only 8.1 percentage points below the XLB sector ETF, well short of the 65-point threshold required to trigger an AGAINST vote for a company with strong positive returns, and the 5-year return of 92.5% further confirms adequate long-term performance.

✓ FOR
David L. Duvall

Executive director (CEO) with strong relevant industry and operational experience; the TSR underperformance trigger does not fire (gap of -8.1pp vs. XLB is well below the 65pp threshold for a company with a 3-year TSR above 20%), and no other director-specific policy flags apply.

✓ FOR
Ralph O. Hellmold

Longest-serving director (since 1996) with deep investment banking and finance expertise; the TSR underperformance trigger does not fire (gap of -8.1pp vs. XLB is well below the 65pp threshold), and he serves on the audit committee with demonstrated financial expertise as a Chartered Financial Analyst.

✓ FOR
Matthew E. Jauchius

Audit Committee Chair with CPA credentials and strong strategy/marketing background; the TSR underperformance trigger does not fire, attendance is adequate, and he meets all independence and financial expertise requirements for his audit committee role.

✓ FOR
Sandra L. Kowaleski

Independent director with deep operational manufacturing expertise highly relevant to CMT's business; the TSR underperformance trigger does not fire, and no other policy flags apply.

✓ FOR
Salvador Miñarro

Director who joined in November 2023 — less than 24 months before the proxy date — making him exempt from the TSR trigger under the new-director exemption; he brings relevant global manufacturing and CEO-level experience.

✓ FOR
Andrew O. Smith

Independent director and Compensation Committee Chair with extensive manufacturing CEO experience and cybersecurity oversight credentials; the TSR underperformance trigger does not fire, and no other policy flags apply.

All seven director nominees receive a FOR vote. CMT's 3-year stock return of 25% trails the XLB sector ETF by only 8.1 percentage points — far below the 65-point threshold required to trigger an AGAINST vote for a company with returns above 20%. The 5-year return of 92.5% further reinforces the board's track record. No directors are overboarded, all independent directors on key committees meet independence and expertise standards, and all directors attended at least 85% of meetings.

Say on Pay

✓ FOR

CEO

David L. Duvall

Total Comp

$1,571,116

Prior Support

95.8%%

CEO total compensation of $1,571,116 is reasonable for a small-cap basic materials company of CMT's size, with base salary of $787,350 and no bonus payout in 2025 because the company missed both its EBIT and cash flow targets — demonstrating that the short-term incentive plan works as intended by paying nothing when performance falls short. The compensation program has a meaningful performance-based structure (50% of equity awards tied to financial performance metrics, zero STIP paid in 2025), a clawback policy adopted in 2023, and received 95.8% shareholder support at the 2025 annual meeting, indicating strong stockholder alignment. Pay-for-performance alignment is confirmed: variable pay was reduced in line with weaker results, the stock has delivered a 25% 3-year and 92.5% 5-year return, and no policy thresholds are breached.

Auditor Ratification

✓ FOR

Auditor

Crowe LLP

Tenure

N/A

Audit Fees

$691,500

Non-Audit Fees

$0

Crowe LLP charged $691,500 in audit fees with zero non-audit fees for 2025, giving a non-audit fee ratio of 0% — well within the 50% threshold. Auditor tenure is not disclosed in the proxy, so the tenure trigger cannot fire per policy. Crowe is a large national firm appropriate for CMT's $198M market cap, and no material restatements were identified.

Overall Assessment

The 2026 CMT annual meeting presents four proposals: a director slate of seven nominees (all receiving FOR votes given adequate TSR performance and clean governance profiles), a Say on Pay vote (FOR, supported by a well-functioning incentive plan that paid zero bonus in a down year and 95.8% prior-year support), auditor ratification of Crowe LLP (FOR, with zero non-audit fees), and an equity plan share increase that falls outside the scope of this policy. No stockholder proposals appear on this ballot.

Filing date: April 6, 2026·Policy v1.2·high confidence