Core Molding Technologies (CMT) Proxy filing summary

Executive summary

• Achieved over $63 million in annual run rate of incremental business wins in 2025, launching in 2026 and 2027, including a major Volvo roof program and new facility investments in Mexico.

• Maintained gross margins within 17%-19% target range despite reduced demand, with $88.1 million in liquidity and a debt to EBITDA ratio of 0.64x.

• CEO Dave Duvall to retire May 2026, succeeded by COO Eric Palomaki, with Duvall remaining as executive consultant through 2027.

• Continued share buyback program and focus on succession planning and talent pipeline.

Voting matters and shareholder proposals

• Election of seven directors to the Board.

• Non-binding advisory vote on executive compensation (say-on-pay).

• Approval of an amendment to the 2021 Long-Term Equity Incentive Plan, adding 685,000 shares.

• Ratification of Crowe LLP as independent registered public accounting firm for 2026.

Board of directors and corporate governance

• Board consists of seven directors, all but the CEO are independent; declassified board with annual elections.

• Key committees (Audit, Compensation, Nominating/Governance) are 100% independent.

• Board succession planning and CEO transition highlighted as a governance priority.

• Anti-hedging, anti-pledging, and clawback policies in place.