UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. ___)

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CORE MOLDING TECHNOLOGIES, INC.

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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CORE MOLDING TECHNOLOGIES, INC.

800 Manor Park Drive

Columbus, Ohio 43228

(614) 870-5000

April 16, 2010

Dear Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders of Core Molding Technologies, Inc. to be held at the Company’s corporate headquarters, 800 Manor Park Drive, Columbus, Ohio 43228, on May 19, 2010, at 9:00 a.m., Eastern Daylight Savings Time. Further information about the meeting and the matters to be considered is contained in the formal Notice of Annual Meeting of Stockholders and Proxy Statement on the following pages.

It is important that your shares be represented at this meeting. Whether or not you plan to attend, we hope that you will sign, date and return your proxy promptly in the enclosed envelope.

Sincerely,

Malcolm M. Prine
Chairman of the Board

CORE MOLDING TECHNOLOGIES, INC.

800 Manor Park Drive

Columbus, Ohio 43228

(614) 870-5000

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

May 19, 2010

To Our Stockholders:

Core Molding Technologies, Inc. (the “Company”) will hold its 2010 Annual Meeting of Stockholders on May 19, 2010 at 9:00 a.m., Eastern Daylight Savings Time, at the Company’s corporate headquarters, 800 Manor Park Drive, Columbus, Ohio 43228 for the following purposes:

1.

to elect six (6) directors to comprise the Board of Directors of the Company;

2.

to ratify the appointment of Crowe Horwath LLP as the independent registered public accounting firm for the Company for the year ending December 31, 2010; and

3.

to consider and act upon other business as may properly come before the meeting and any adjournments or postponements of the meeting.

The foregoing matters are described in more detail in the Proxy Statement, which is attached to this notice. Only stockholders of record at the close of business on March 31, 2010, the record date, are entitled to receive notice of and to vote at the meeting.

We desire to have maximum representation at the meeting and respectfully request that you date, execute and promptly mail the enclosed proxy in the postage-paid envelope provided. You may revoke a proxy by notice in writing to the Secretary of the Company at any time prior to its use.

BY ORDER OF THE BOARD OF DIRECTORS

Herman F. Dick, Jr.
Vice President, Secretary, Treasurer,
and Chief Financial Officer

April 16, 2010

CORE MOLDING TECHNOLOGIES, INC.

800 Manor Park Drive

Columbus, Ohio 43228

(614) 870-5000

PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
May 19, 2010

To Our Stockholders:

Core Molding Technologies, Inc. (hereinafter referred to as the “Company”) is furnishing this Proxy Statement in connection with the solicitation by its Board of Directors of proxies to be used and voted at its annual meeting of stockholders, and at any adjournment of the annual meeting. The Company will hold its annual meeting on May 19, 2010, at its corporate headquarters, 800 Manor Park Drive, Columbus, Ohio at 9:00 a.m. Eastern Daylight Savings Time. The Company is holding the annual meeting for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders.

The Company is first sending this Proxy Statement, the accompanying proxy card and the Notice of Annual Meeting of Stockholders on or about April 16, 2010.

GENERAL INFORMATION

Solicitation

The Board of Directors of the Company is soliciting the enclosed proxy. In addition to the use of the mail, directors and officers of the Company may solicit proxies, personally or by telephone. The Company will not pay its directors and officers any additional compensation for the solicitation.

In addition, the stock transfer agent of the Company, American Stock Transfer & Trust Company, New York, New York will conduct proxy solicitations on behalf of the Company. The Company will reimburse American Stock Transfer & Trust Company for reasonable expenses incurred by it in the solicitation. The Company also will make arrangements with brokerage firms and other custodians, nominees and fiduciaries for the forwarding of proxy solicitation material to beneficial owners of the common stock of the Company. The Company will reimburse those brokerage firms, custodians, nominees and fiduciaries for their reasonable expenses.

The Company will pay all expenses of the proxy solicitation. Except as otherwise provided, the Company will not use specially engaged employees or other paid solicitors to conduct any proxy solicitation.

Voting Rights and Votes Required

Holders of shares of the common stock of the Company at the close of business on March 31, 2010, the record date for the annual meeting, are entitled to notice of, and to vote at, the annual meeting. On the record date, the Company had 6,987,086 shares of common stock outstanding.

Each outstanding share of common stock on the record date is entitled to one vote on all matters presented at the annual meeting. The presence, in person or by proxy, of stockholders entitled to cast a majority of all the votes entitled to be cast will constitute a quorum for the transaction of business at the annual meeting. No business, other than adjournment, can be conducted at the annual meeting unless a quorum is present in person or by proxy.

Abstentions will count as shares present in determining the presence of a quorum for a particular matter. Abstentions, however, will not count as votes cast in determining the approval of any matter by the stockholders. Broker non-votes are shares held of record by brokers or other nominees that are present in person or by proxy at the meeting, but are not voted because instructions have not been received from the beneficial owner with respect to a particular matter over which the broker or nominee does not have discretionary authority to vote. Broker non-votes are counted toward the establishment of a quorum. If you do not return a proxy card and your shares are held in “street name,” your broker may be permitted, under applicable rules of the self regulatory organizations of which it is a member, to vote your shares in its discretion on certain matters that are deemed to be routine, such as ratification of the appointment of our independent registered public accounting firm. However, because of a rule change that became effective as of January 1, 2010, your broker no longer has discretionary authority to vote your shares in the election of directors. The Company requests you to promptly provide your broker or other nominee with voting instructions if you want your shares voted in the election of directors and to carefully follow the instructions your broker gives you pertaining to their procedures.

In the election of directors, each of the six directors will be elected by a plurality of votes cast by stockholders of record on the record date and present at the annual meeting, in person or by proxy. Cumulative voting in the election of directors will not be permitted.

The Company is seeking stockholder ratification of the appointment of its independent registered public accounting firm. While ratification is not required by law, the affirmative vote of a majority of the votes cast by stockholders of record on the record date and present at the annual meeting, in person, or by proxy, would ratify the selection of Crowe Horwath LLP (“Crowe Horwath”) as the independent registered public accounting firm for the current fiscal year.

Voting of Proxies

Shares of common stock represented by all properly executed proxies received prior to the annual meeting will be voted in accordance with the choices specified in the proxy. Unless contrary instructions are indicated on the proxy, the shares will be voted:

•

FOR the election as directors of the nominees named in this Proxy Statement until their successors are elected and qualified; and

•

FOR the ratification of the appointment of Crowe Horwath LLP as the independent registered public accounting firm for the Company for the year ending December 31, 2010.

Management of the Company and the Board of Directors of the Company know of no matters to be brought before the annual meeting other than as set forth in this Proxy Statement. If, however, any other matter is properly presented to the stockholders for action, it is the intention of the holders of the proxies to vote at their discretion on all matters on which the shares of common stock represented by proxies are entitled to vote.

Revocability of Proxy

A stockholder who signs and returns a proxy in the accompanying form may revoke it at any time before the authority granted by the proxy is exercised. A stockholder may revoke a proxy by delivering a written statement to the Secretary of the Company that the proxy is revoked.

Annual Report

The Annual Report on Form 10-K for the fiscal year ended December 31, 2009 of the Company, which includes financial statements and information concerning the operations of the Company, accompanies this Proxy Statement. The Annual Report is not to be regarded as proxy solicitation materials.

Stockholder Proposals

Any stockholder who desires to present a proposal for consideration at the 2011 annual meeting of stockholders must submit the proposal in writing to the Company. If the proposal is received by the Company prior to the close of business on December 10, 2010, and otherwise meets the requirements of applicable state and federal law, the Company will include the proposal in the proxy statement and form of proxy relating to the 2011 annual meeting of stockholders. The Company may confer on the proxies for the 2011 annual meeting of stockholders discretionary authority to vote on any proposal, if the Company does not receive notice of the proposal by February 28, 2011.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on May 19, 2010

The Proxy Statement, proxy card, Form 10-K for the year ended December 31, 2009, and the 2009 Annual Report to stockholders are available at http://colsec.coremt.com.

OWNERSHIP OF COMMON STOCK

Beneficial Owners

The table below sets forth, to the knowledge of the Company, the only beneficial owners, as of March 31, 2010, of more than 5% of the outstanding shares of common stock of the Company.

Number of Shares of Common Stock Beneficially Owned

Name and Address of		Amount and Nature of
Beneficial Owner		Beneficial Ownership				Percent of Class(1)
GAMCO Asset Management Inc. Gabelli Funds, LLC GAMCO Asset Management Inc Teton Advisors, Inc. Mario J. Gabelli			940,700	(2)			13.5	%
One Corporate Center Rye, NY 10580
Rutabaga Capital Management LLC 64 Broad St. Floor 3 Boston, MA 02109-4346			900,409	(3)			12.9	%
Navistar, Inc. Navistar International Corporation			664,000	(4)			9.5	%
4201 Winfield Drive P.O. Box 1488 Warrenville, Illinois 60555

Management

The table below sets forth, as of March 31, 2010 the number of shares of common stock beneficially owned by each director of the Company, by each nominee for election as director of the Company, by each executive officer named in the Summary Compensation Table contained in this Proxy Statement, and by all of the foregoing directors, nominees and executive officers as a group. The information concerning the persons set forth below was furnished in part by each of those persons.

Number of Shares of Common Stock Beneficially Owned

Name of		Amount and Nature
Beneficial Owner		of Beneficial Ownership				Percent of Class(1)
Kevin L. Barnett			157,999	(2)			2.2	%
Thomas R. Cellitti			51,070	(3)			*
James F. Crowley			36,470	(4)			*
Herman F. Dick, Jr.			94,133	(5)			1.3	%
Ralph O. Hellmold			73,820	(6)			1.1	%
Stephen J. Klestinec			163,201	(7)			2.3	%
Terrence J. O’Donovan			29,041	(8)			*
Malcolm M. Prine			176,915	(9)			2.5	%
James L. Simonton			188,814	(10)			2.7	%
All directors, nominees and executive officers as a group (9 persons)			971,463				13.8	%

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the following persons to file initial statements of beneficial ownership on a Form 3 and changes of beneficial ownership on a Form 4 or Form 5 with the Securities and Exchange Commission and to provide the Company with a copy of those statements:

•

executive officers and directors of the Company; and

•

persons who beneficially own more than 10% of the issued and outstanding shares of common stock of the Company.

The Company believes that its executive officers, directors and greater than 10% beneficial owners complied with all applicable section 16(a) filing requirements for the fiscal year ended December 31, 2009.

DIRECTORS AND EXECUTIVE OFFICERS OF CORE MOLDING TECHNOLOGIES, INC.

The following biographies provide information on the background and experience of the persons nominated to become directors at the annual meeting and the executive officers of the Company. The Company is not aware of any family relationships among any of the following persons or any arrangements or understandings pursuant to which those persons have been, or are to be, selected as a director or executive officer of the Company, other than arrangements or understandings with directors or executive officers acting solely in their capacity as directors or executive officers.

Name		Age		Position(s) Currently Held
Kevin L. Barnett		47		President, Chief Executive Officer and Director
Thomas R. Cellitti		58		Director
James F. Crowley		63		Director
Herman F. Dick, Jr.		50		Vice President, Secretary, Treasurer, and Chief Financial Officer
Ralph O. Hellmold		69		Director
Stephen J. Klestinec		60		Vice President and Chief Operating Officer
Terrence J. O’Donovan		50		Vice President Sales and Marketing
Malcolm M. Prine		81		Chairman of the Board of Directors
James L. Simonton		69		Director

Kevin L. Barnett. Kevin L. Barnett joined the Company on April 1, 1997 and was elected Vice President, Secretary, Treasurer and Chief Financial Officer on April 24, 1997. Mr. Barnett served in this capacity until August 7, 2002, when he became Vice President-Manager Columbus Operations and Secretary. On May 15, 2005 Mr. Barnett was promoted to Vice President, Business Development and on January 3, 2006 Mr. Barnett was promoted to Group Vice President and then on January 1, 2007, Mr. Barnett was promoted to President and Chief Executive Officer. Mr. Barnett has served as a director of the Company since January 1, 2007. Mr. Barnett joined the Company after approximately five years of working with Medex Inc., a publicly held manufacturer and marketer of injection molded products used for medical and surgical applications. Mr. Barnett served as Vice President, Treasurer, and Corporate Controller of Medex Inc. from October 1995 to January 1997. He served as Vice President and Corporate Controller of Medex Inc. from May 1994 to October 1995 and as Assistant Treasurer from April 1992 to May 1994. Prior to joining Medex Inc., Mr. Barnett served as a certified public accountant with Deloitte & Touche LLP from August 1984 to April 1992. As a result of these and other professional experiences, the Board of Directors has concluded that Mr. Barnett should serve as a director because of his corporate management skills and experience, the key role Mr. Barnett plays in facilitating the communication and the flow of information between management and the directors on a regular basis, as well as his experience in the plastics industry.

Thomas R. Cellitti. Thomas R. Cellitti has served as a director of the Company since February 10, 2000. Mr. Cellitti is the Senior Vice President, Reliability and Quality, for Navistar. Prior to such time, Mr. Cellitti served as Vice President and General Manager, Medium Truck as well as Vice President and General Manager, Bus Vehicle Center for Navistar. Navistar is a 9.5% stockholder and a significant customer of the Company. The relationship of Navistar to the Company is described below under “Certain Relationships and Related Transactions.” As a result of these and other professional experiences, the Board of Directors has concluded that Mr. Cellitti should serve as a director because of his in-depth insight and knowledge about the short and long term issues that affect the Company, as well as his extensive background in the medium and heavy duty truck industries.

James F. Crowley. James F. Crowley has served as a director of the Company since May 28, 1998 and is Chairman of the Audit Committee. Mr. Crowley is a private investor and Chairman and Managing Partner of the Old Strategic LLC, headquartered in Connecticut. From October 2008 Mr. Crowley has served as a Director of Green Plains Renewable Energy and is Chairman of its’ Audit Committee. Mr. Crowley also serves as a member of the North America Advisory Board of NTR PLC. From 1993 to 2006, Mr. Crowley was a founding partner and Chairman of the Strategic Research Institute LLC. From 1984 to 1992, Mr. Crowley served in various capacities with Prudential Securities, Inc. including President of Global Investment & Merchant Banking. Prior to joining Prudential Securities, Inc., Mr. Crowley was a First Vice President and Partner at Smith Barney, Harris Upham & Co. in its Investment Bank and Capital Markets Division. Mr. Crowley has also served on the board of various private organizations and universities. As a result of these and other professional experiences, the Board of Directors has concluded that Mr. Crowley should serve as a director because of his extensive business, investment banking, finance and corporate management experience, as well as his in-depth understanding of the financial markets and insight into the role of serving as Chair of the Company’s Audit Committee.

Herman F. Dick, Jr. Herman F. Dick, Jr. joined the Company on September 10, 1999 as Controller and was elected to the position of Treasurer and Chief Financial Officer on August 7, 2002. Mr. Dick was then elected Secretary on May 12, 2005. On, January 1, 2007 Mr. Dick was elected as Vice President, in addition to his capacities as Secretary, Treasurer and Chief Financial Officer. Mr. Dick joined the Company after approximately eleven years of working with Boehringer Ingelheim, GMBH, a privately held research based manufacturer of pharmaceuticals and other healthcare products.

Ralph O. Hellmold. Ralph O. Hellmold has served as a director of the Company since December 31, 1996. He is Managing Member of Hellmold & Co., LLC an investment banking boutique specializing in doing mergers and acquisitions and working with troubled companies or their creditors. Prior to forming Hellmold & Co., LLC in 2004, Mr. Hellmold was president of Hellmold Associates which was formed in 1990, and Chairman of The Private Investment Banking Company which was formed in 1999. Prior to 1990, Mr. Hellmold was a Managing Director at Prudential-Bache Capital Funding, where he served as co-head of the Corporate Finance Group, co-head of the Investment Banking Committee and head of the Financial Restructuring Group. Prior to 1987, Mr. Hellmold was a partner at Lehman Brothers and its successors, where he worked in Corporate Finance since 1974 and co-founded Lehman’s Financial Restructuring Group. Mr. Hellmold is a Chartered Financial Analyst. As a result of these and other professional experiences, the Board of Directors has concluded that Mr. Hellmold should serve as a director

because of his extensive business, investment banking, finance and corporate management experience, as well as his in-depth understanding of the financial markets and strong background in mergers and acquisitions.

Stephen J. Klestinec. Stephen J. Klestinec joined the Company on April 1, 1998, was elected to the position of Vice President, Sales and Marketing on May 28, 1998, and was promoted to Vice President, Operations on January 3, 2006. On January 1, 2007, Mr. Klestinec was promoted to Vice President and Chief Operating Officer. Mr. Klestinec was employed by Atlanta based Georgia-Pacific Resin, Inc., a manufacturer of thermoset resins, from 1981 until joining the Company on April 1, 1998. At Georgia-Pacific, Mr. Klestinec served as market manager of fiber reinforced products. In such capacity, Mr. Klestinec commercialized products for both the North American and international markets in the aerospace, mass transit, electrical and electronic industries. Mr. Klestinec also managed the abrasives, adhesives and specialty market segment. Mr. Klestinec also held positions at Georgia-Pacific in market development, quality assurance and manufacturing. Prior to joining Georgia-Pacific, Mr. Klestinec served as plant manager for Pacific Resins and Chemicals.

Terrence J. O’Donovan. Terrence J. O’Donovan joined the Company on January 1, 2009 and was elected to the position of Vice President, Marketing and Sales on January 1, 2009. Prior to joining the Company, Mr. O’Donovan was employed by Q3 Industries in Columbus, Ohio, where he held the position of Vice President of Sales and Marketing from 2006 to 2008 serving the OEM commercial vehicle, automotive, and general industrial markets. Prior to serving in that capacity at Q3 Industries, Mr. O’Donovan served as the Chief Operating Officer from 2003 to 2006. Mr. O’Donovan has also held Operations and Management positions at Hawk Corporation, The Auld Company and The Timken Company.

Malcolm M. Prine. Malcolm M. Prine has served as a director and as Chairman of the Board of Directors of the Company since December 31, 1996. Mr. Prine also served as a director of RYMAC Mortgage Investment Corporation from May 1992 to December 31, 1996. RYMAC merged with the Company on December 31, 1996, as described below under “Certain Relationships and Related Transactions.” Mr. Prine has been self-employed while acting as a consultant for the last several years. Mr. Prine has also served on the boards of various private organizations and universities. As a result of these and other professional experiences, the Board of Directors has concluded that Mr. Prine should serve as a director because of his extensive business, finance and philanthropic experience, as well as his extensive knowledge of the Company as a result of serving on the Board since inception.

James L. Simonton. James L. Simonton served as President and Chief Executive Officer of Core Molding Technologies from January 15, 2000 until his retirement on January 1, 2007 and as a director of Core Molding Technologies from May 28, 1998 to January 1, 2007. From January 1, 2007 through March 31, 2010, Mr. Simonton served as an advisor to our Board. From 1992 until December 31, 1999, Mr. Simonton served as the Vice President of Purchasing and Supplier Development for International Truck and Engine Corporation (now known as Navistar). In such capacity, Mr. Simonton was in charge of purchasing of all production materials, in-bound and out-bound freight and logistics and the development of suppliers. Navistar is a 9.5% stockholder and a significant customer of the Company. As a result of these and other professional experiences, the Board of Directors has concluded that Mr. Simonton should serve as a director because of his in-depth insight and knowledge about the short and long term issues that affect the Company, as well as his extensive background in the medium and heavy duty truck industries.

CORPORATE GOVERNANCE

The Board of Directors — Independence

Of the directors who presently serve on the Company’s Board of Directors, the Board has affirmatively determined that each of Messrs. Crowley, Hellmold and Prine meets the standards of independence under NYSE AMEX exchange listing standards. The Board has further determined that Mr. Simonton, nominee to the Board of Directors, meets the standards of independence under NYSE AMEX exchange listing standards. In making this determination, the Board of Directors considered the relationship of Mr. Cellitti, who is employed by Navistar which has a 9.5% ownership in the Company, and all facts and circumstances the Board of Directors deemed relevant from the standpoint of each of the directors and from that of persons or organizations with which each of the directors has an affiliation, including commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships among others. In making this determination, the Board of Directors has relied upon both information provided by the directors and information developed internally by the Company in evaluating these facts.

Board Leadership Structure and Risk Oversight

The Chairman of the Board is a director and presides at meetings of the Board. The Chairman is appointed on an annual basis by at least a majority vote of the remaining directors. Historically, the offices of Chairman of the Board and Chief Executive Officer are separated. Such separation enables the Chairman to devote his time to managing the Board and the Chief Executive Officer to focus on the operations of the Company. The Company has no fixed policy with respect to separation of the offices of the Chairman of the Board and Chief Executive Officer, however, the Board believes it is in the best interests of the Company and its stockholders to separate these positions.

The Board has an active role, as a whole and also at the committee level, in overseeing the management of the Company’s risks. The Board regularly reviews information regarding the Company’s liquidity and operations, as well as the risks associated with each. The Audit Committee oversees the management of financial risks. The Nominating Committee manages risks associated with the independence of the Board of Directors and potential conflicts of interest. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire Board of Directors is regularly informed through committee reports about such risks.

Board Meetings and Committees

The Board of Directors met nine times during the fiscal year ended December 31, 2009. During that period, each of the directors attended at least 75% of the aggregate of the total number of meetings of the Board of Directors and the total number of meetings of all committees of the Board of Directors on which each director served.

Compensation Committee

The Company did not have a separate Compensation Committee during the fiscal year ended December 31, 2009. The entire Board of Directors performed the functions of a Compensation Committee during that period, including recommending the form and amount of compensation to be paid to the executive officers and directors of the Company, with a majority of directors who are independent under NYSE AMEX listing standards required to effect a decision. The Company’s non-management directors participate in the deliberations of the Board of Directors concerning executive officer compensation. The Company’s Board includes Mr. Barnett, who is the President and Chief Executive Officer of the Company. However, Mr. Barnett is not involved in, and abstains from, all discussions and decisions regarding his compensation. While Mr. Barnett participates in discussions regarding compensation for the Company’s other named executive officers, Mr. Barnett is not involved in, and also abstains from, all final compensation decisions regarding such other named executive officers.

The Board of Directors believes that a standing Compensation Committee is not necessary because the Board of Directors as a whole determines the appropriate compensation levels, with a majority of directors who are independent under NYSE AMEX listing standards required to effect a decision. All of the directors are familiar with the standard compensation levels in similar industries, and are knowledgeable regarding the current trends for compensating their executive officers. The Board of Directors acts to establish the Company’s compensation policy, determines the compensation paid to the named executive officers and non-employee directors and recommends executive incentive compensation and equity-based compensation. The Company’s named executive officers provide research and analysis at the request of the board in regard to the components of executive compensation and compensation information from comparable public companies.

Audit Committee

The Company has an Audit Committee, which during 2009 consisted of Messrs. Crowley, Hellmold and Prine, each of whom was “independent” as that term is defined under NYSE AMEX listing standards. The Board has determined that Mr. Crowley qualifies as an “audit committee financial expert” as defined in Section 407(d)(5)(ii) of Regulation S-K promulgated by the Securities and Exchange Commission. The principal function of the Audit Committee is to review and approve the scope of the annual audit undertaken by the independent registered public accounting firm of the Company and to meet with them to review and inquire as to audit functions and other financial matters and to review the year-end audited financial statements. For a more detailed description of the role of the Audit Committee, see “Report of the Audit Committee” below. The Audit Committee met four

times during the fiscal year ended December 31, 2009. The Audit Committee discussed the interim financial information contained in quarterly earnings announcements with both management and the independent auditors prior to the public release of quarterly information. The Audit Committee is governed by a charter as amended and approved by the Board of Directors on March 18, 2010. A copy of the Audit Committee Charter is attached as Exhibit A to this proxy statement. In accordance with its written charter, the Audit Committee assists the Board in fulfilling its responsibility for oversight of the quality and integrity of the accounting, auditing and financial reporting practices of the Company.

Nominating Committee

The Company has a Nominating Committee consisting of all members of the Board of Directors, with a majority of directors who are independent under NYSE AMEX listing standards required to effect a decision. The principal function of the Nominating Committee is to recommend candidates for membership on the Board of Directors. A copy of the Nominating Committee Charter is attached as Exhibit B to this proxy statement.

In identifying and evaluating nominees for director, the Nominating Committee seeks to ensure that the Board possesses, in the aggregate, the strategic, managerial and financial skills and experience necessary to fulfill its duties and to achieve its objectives, and seeks to ensure that the Board is comprised of directors who possess knowledge in areas that are of importance to the Company. In addition, the Nominating Committee believes it is important that at least one director have the requisite experience and expertise to be designated as an “audit committee financial expert.” The Nominating Committee looks at each nominee on a case-by-case basis regardless of who recommended the nominee. While the Company does not have a formal diversity policy for Board membership, the Nominating Committee evaluates and measures those skills and accomplishments which should be possessed by a prospective member of the Board, including contribution of a diverse frame of reference that will enhance the quality of the Board’s deliberations and decisions. In addition, the Nominating Committee considers, among other factors, ethical values, personal integrity and business reputation of the candidate, his or her financial acumen, reputation for effective exercise of sound business judgment, strategic planning capability, indicated interest in providing attention to the duties of a member of the Board, personal skills in marketing, manufacturing processes, technology or in other areas where such person’s talents may contribute to the effective performance by the Board of its responsibilities.

The Nominating Committee will consider persons recommended by stockholders to become nominees for election as directors. Recommendations for consideration by the Nominating Committee should be sent to the Secretary of the Company in writing together with appropriate biographical information concerning each proposed nominee as more detailed in Article III.D of the Nominating Committee Charter.

The Bylaws of the Company set forth procedural requirements pursuant to which stockholders may make nominations to the Board of Directors. The Board of Directors or the Nominating Committee may not accept recommendations for nominations to the Board of Directors in contravention of these procedural requirements.

In order for a stockholder to nominate a person for election to the Board of Directors, the stockholder must give written notice of the stockholder’s intent to make the nomination either by personal delivery or by United States mail, postage prepaid, to the Secretary of the Company not less than fifty nor more than seventy-five days prior to the meeting at which directors will be elected. In the event that less than sixty days prior notice or prior public disclosure of the date of the meeting is given or made to stockholders, the Company must receive notice not later than the close of business on the tenth day following the day on which notice of the date of the meeting was mailed or public disclosure was made, whichever occurred first.

The notice must set forth:

•

the name and address of record of the stockholder who intends to make the nomination;

•

a representation that the stockholder is a holder of record of shares of the capital stock of the Company entitled to vote at the meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice;

•

the name, age, business and residence addresses and principal occupation or employment of each proposed nominee;

•

a description of all arrangements or understandings between the stockholder and each proposed nominee and any other person or persons, naming such person or persons, pursuant to which the nomination or nominations are to be made by the stockholder;

•

other information regarding each proposed nominee as would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission; and

•

the written consent of each proposed nominee to serve as a director of the Company if elected.

The Company may require any proposed nominee to furnish other information as it may reasonably require to determine the eligibility of the proposed nominee to serve as a director. The presiding officer of the meeting of stockholders may, if the facts warrant, determine that a stockholder did not make a nomination in accordance with the foregoing procedure. If the presiding officer makes such a determination, the officer shall declare such determination at the meeting and the defective nomination will be disregarded.

Board Policies Regarding Communication with the Board of Directors and Attendance at Annual Meetings

Stockholders may communicate with the full Board of Directors, non-management directors as a group or individual directors, including the Chairman of the Board, by submitting such communications in writing to the Company’s Secretary, c/o the Board of Directors (or, at the stockholder’s option, c/o a specific director or directors), 800 Manor Park Drive, Columbus, Ohio 43228. Such communications will be delivered directly to the Board.

The Company does not have a policy regarding Board member attendance at the annual meeting of stockholders; however, all directors of the Company attended the 2009 annual meeting of stockholders.

Code of Ethics

The Company has adopted a Code of Conduct and Business Ethics which applies to all employees of the Company, including the Company’s principal executive officer, principal financial officer and principal accounting officer or persons performing similar functions. The Company’s Board believes that the Code of Conduct and Business Ethics complies with the code of ethics required by the rules and regulations of the Securities Exchange Commission. The Company will provide a copy of the Code of Conduct and Business Ethics without charge to any person upon written request to the Company at its principal executive office at 800 Manor Park Drive, Columbus, Ohio 43228, Attention: President.

Compensation Committee Interlocks and Insider Participation

The Company’s Board of Directors performs the functions of a compensation committee, with a majority of directors who are independent required to effect a decision. The Company’s Board includes Mr. Barnett, who is the President and Chief Executive Officer of the Company. However, Mr. Barnett is not involved in, and abstains from, all discussions and decisions regarding his compensation. While Mr. Barnett participates in discussions regarding compensation for the Company’s other named executive officers, Mr. Barnett is not involved in, and also abstains from, all final compensation decisions regarding such other named executive officers.

The following directors who served as members of the Company’s Board of Directors during the fiscal year ended December 31, 2009 also served as officers of other entities as follows:

Relationship with Mr. Cellitti

Mr. Cellitti is a member of the Board of Directors of the Company and is currently an officer of Navistar. Sales to Navistar represented approximately 54% of the total revenues of the Company for the fiscal year ended December 31, 2009. Navistar is also a 9.5% stockholder in the Company.

EXECUTIVE COMPENSATION

Unless the context requires otherwise, in this Executive Compensation section, including the Compensation Discussion and Analysis and the tables which follow it, references to “we,” “us,” “our” or similar terms are to the Company and our subsidiaries.

Compensation Discussion and Analysis

This compensation discussion and analysis describes the following aspects of our compensation system as it applies to our named executive officers as described in the summary compensation table set forth below (the “named executive officers”):

•

Our compensation philosophy and objectives;

•

The means we employ to achieve our compensation objectives, including the establishment of total direct compensation and the mix within that compensation;

•

The elements of compensation that are included within total direct compensation as well as compensation items in addition to total direct compensation; and

•

The reasons we have elected to pay these elements of compensation to achieve our compensation objectives and how we determine the amount of each element.

Compensation Philosophy and Objectives

Our compensation philosophy is focused on incentivizing executives through the use of base salary, annual profit sharing incentives and long-term equity based incentive compensation in order to attract, motivate, reward and retain executives.

In 2005, the Board of Directors reviewed the compensation structure for the named executive officers in regard to our strategic succession plan. The board then requested that the chairman of the board form a subcommittee comprised of himself and certain members of senior management, including our then CEO, Group Vice President, CFO and director of human resources, to research and provide analysis to the board of our existing compensation structure in light of current trends for similar sized public companies at both the local and national level. This review was considered necessary and appropriate by the Board as part of our overall strategic succession plan, as previously approved by the Board. In conducting its review, the sub-committee collected competitive data from the peer group companies described below, reviewed our existing compensation practices, developed a comprehensive methodology for setting compensation and identified proposed changes to our existing compensation program, which were then presented to the Board for review. At the direction of the Board, management then engaged Compensation Resources, Inc., a compensation and human resource consulting firm, to evaluate our then existing compensation programs for executives and to provide a general assessment and opinion of the proposed methodology for setting compensation under review by the board. Based upon our review and assessment, including a review of industry and market practice, we have established an articulated compensation philosophy with the following primary objectives:

•

Attract, retain and encourage the development of highly qualified and motivated executives;

•

Provide compensation that is competitive with our peers and defined marketplace;

•

Provide compensation on both an annual and long-term basis and in a fashion that aligns the interests of executives with those of our stockholders in order to create long-term stockholder value; and

•

Enhance the connection between our business results and the compensation of executives, linking a material portion of executive compensation with performance;

To this end, the objectives of our compensation philosophy puts a strong emphasis on correlating the long-term growth of stockholder value with management’s most significant compensation opportunities.

Means of Achieving Our Compensation Objectives

The three primary components of compensation for our named executive officers include base salary, annual profit sharing opportunity and long-term equity based incentive compensation. Our named executive officers also participate in our 401(k) plan and receive medical, dental, vision, short-term disability, long-term disability and life insurance benefits.

Determination of Compensation

While we do not have a separately constituted Compensation Committee, the independent members of our Board of Directors play a significant role in reviewing, recommending, approving and setting compensation policies for our named executive officers. As a general matter, the Board of Directors, excluding Mr. Barnett, determines the appropriate levels of compensation for our named executive officers and are knowledgeable regarding current trends for compensating named executive officers, provided however that the Chief Executive Officer is not involved in, and abstains from, all discussions and decisions regarding his compensation as an executive officer. Historically, on an annual basis, the Chief Executive Officer and Director of Human Resources develop initial recommendations for the salary components of compensation for named executive officers excluding the Chief Executive Officer, for review and approval by the board at the annual operating plan review meeting. The Board then reviews such recommendations in light of the named executive officer’s individual performance, the compensation objectives described above and peer group performance described below. The Board, at the annual operating plan review meeting, establishes the estimated Company’s profit sharing performance threshold for the following year. The profit sharing threshold is later recalculated using actual values available at the end of the year.

Stock grants are typically considered in May after the Company’s annual meeting. The Board made restricted stock grants to the named executive officers on May 28, 2009, May 14, 2008 and May 16, 2007 under the long-term equity incentive that was approved by stockholders based upon its comprehensive review and analysis of the information provided by the sub-committee and the previous opinion and evaluation of Compensation Resources.

Peer Group Analysis

In order to establish appropriate levels of compensation for our named executive officers, we collect competitive data for base salaries, annual bonuses, and long-term incentive awards consistent with our practice in prior years. Because of our market for executive talent is national, competitive data is reflective of the compensation levels of executives at companies of comparable size and complexity on both the local and national level. In addition, the information that is collected relates to companies with comparable manufacturing operation or geographic representation. When last reviewed in 2008, the population of companies reviewed was publicly traded in the United States and had an average market capitalization of approximately $90 million. The data reviewed for these peer companies was derived from the publicly available SEC filings of these organizations. The companies comprising the peer group reviewed for establishing 2008 compensation levels were as follows:

Pinnacle Data Systems, Inc.		Airnet Systems, Inc.
Atlantis Plastics, Inc.		Rocky Brands, Inc.
Supreme Industries, Inc.		R.G. Berry
Proliance International, Inc.		Dorman Products, Inc. (f/k/a R&B Inc.)
Commercial Vehicle Group		Max & Erma’s Restaurants, Inc.
Strattec Security Corporation

We used this competitive data to determine the applicable market median increase/decrease in executive base pay and bonus compensation among the peer group, which serves as a benchmark for analyzing each of our executive positions. For our named executives, we then established targeted total compensation, following a review

of this competitive data. We believe reviewing the approximate market median amounts from our peer group is an appropriate guide for establishing our executive compensation, because we expect to achieve at least median performance and that result balances the cost of the compensation program with the expected performance.

This competitive data has not been updated since the end of 2008 due to the fact that no salary increases have been authorized by the board due to economic conditions.

While we target total direct compensation at the market median, an executive’s actual total compensation could vary significantly depending upon the relationship between our actual performance and target results. If our results are well above target performance, executives have the opportunity to earn compensation that is well above the relevant market median. Conversely, executives may earn compensation that is well below the relevant market median if our performance is well below target levels.

Compensation Mix

We compensated our named executive officers through a combination of base salary, annual profit sharing incentive opportunity and long-term equity based incentive compensation. The amount of total direct compensation for our named executive officers is allocated among the various types of compensation in a manner designed to achieve our overall compensation objectives as described above. This allocation is also structured so that the annual profit sharing and long-term equity based incentive components targets 50% of the executive officers’ overall direct compensation taking into account the cyclical nature of the markets we serve with the remaining 50% relating to base salary. In up-cycles when increased demand leads to increased net sales for our products, the profit sharing and long-term equity amounts awarded to our executive officers could result in a compensation mix of more than our 50% target. In contrast, during down-cycles when decreased sales volumes occurred due to lower demand resulting from industry wide declines in truck orders, our compensation mix of profit sharing and long term equity amounts is lower than our 50% target. The resulting compensation mix for our named executive officers for 2009 was approximately 25% annual profit sharing and long-term equity and 75% base salary. The resulting compensation mix for our named executive officers for 2008 was approximately 49% annual profit sharing and long-term equity and 51% base salary. The Board considered the resulting compensation mix reasonable and appropriate in light of the performance achieved for each fiscal year.

Elements of Direct Compensation

Base Salary

We use base salaries to provide a predictable level of current income for our named executive officers. Our base salaries are designed to assist in attracting, retaining and encouraging the development of qualified executives. The amount of each executive’s annual base salary is based on that executive’s position, skills and experience, individual performance and the salaries of executives with comparable positions and responsibilities at peer companies. When establishing base salaries for our named executive officers, we do not take into account awards previously made, including equity-based awards under our long-term incentive plans or profit sharing incentives. Base salary adjustments are determined by the Board, typically on an annual basis, and take into account the named executive officer’s individual performance and pay relative to other peer group companies.

The Board typically reviews officer compensation as a part of the annual planning process which occurs in December of each year. Base salary adjustments are typically effective the following January. No adjustments were made to base salaries in December 2008 or 2009 for calendar years 2009 and 2010 due to the economic conditions. The Board of Directors will continue to monitor business and economic conditions throughout 2010 to determine if an adjustment should be made. Additionally, in light of the economic conditions in 2009, each named executive voluntarily took a 15% pay reduction during the second and third quarters of 2009.

Profit Sharing Program

The Board has established an annual profit-sharing program (the “Profit Sharing Plan”) for all non-represented and salaried employees, including its named executive officers. This program is designed to align the interests of such individuals with those of our stockholders by directly tying profit sharing payments to our overall

financial performance. This program has historically been used to create a profit sharing pool based upon fifty percent of our earnings before taxes (“EBT”) above a threshold established by the board. This threshold is based upon 8% of our “adjusted average assets”. Adjusted average assets include total assets, plus the net present value of leased equipment, less cash, construction in process, deferred tax assets, and intangible assets. The intent of such threshold is to begin creating a profit sharing pool only after achieving a reasonable return on assets employed in the operations of the Company for our shareholders. The profit sharing pool is limited to a maximum of twenty percent of EBT.

Our named executive officers are allocated approximately 23% of the profit sharing pool and the remaining participating employees share in approximately 77% of the pool. Our named executive officers receive no other cash bonus compensation, as the Board believes that the profit sharing program appropriately ties cash incentive compensation to Company performance (as measured by EBT) and is the most effective means of incentivizing our named executive officers and aligning the interests of such individuals with those of our stockholders.

Long-Term Stock-Based Compensation

The Board administers the Core Molding Technologies, Inc. 2006 Long-Term Equity Incentive Plan (the “2006 Plan”) which replaced the Core Molding Technologies, Inc. Long-Term Equity Incentive Plan which expired on December 31, 2006. The 2006 Plan allows for the grant of incentive and nonqualified stock options, restricted stock, stock appreciation rights, performance shares, performance units and other awards. The Board also administers the Core Molding Technologies, Inc. 2002 Employee Stock Purchase Plan, as amended by the stockholders in 2006 (as amended, the “Stock Purchase Plan”). The Stock Purchase Plan provides eligible employees, including named executive officers, with the opportunity to acquire our common stock, and thereby develop a further incentive for such individuals to share in our future success and further link and align the personal interests of such individuals to those of our stockholders. The 2006 Plan and the Stock Purchase Plan are the primary methods for providing stock-based compensation to our named executive officers.

Restricted Stock. In 2009, 2008 and 2007, the Board granted our named executive officers, directors and other key managers shares of restricted common stock pursuant to the 2006 Plan. To reinforce the commitment to long-term results and retain named executive officers, each restricted stock grant vests in three equal installments over the next three (3) years following the date of the grant, with all restricted stock grants being fully time vested upon the date of the recipient’s 65^th birthday and accelerated vesting upon death, disability or “change-in-control” (as described in the 2006 Plan). The restricted stock grants also contained stock ownership vesting requirements, such that each restricted stock grant does not vest until the recipient owns and retains shares of our common stock equal in value to 100% of the recipient’s base salary at the date of grant, if a named executive officer. The Board believes that this stock ownership requirement is a way to align more closely the interests of the named executive officers with those of the stockholders, giving such named executive officers a more vested stake in our long-term performance. Awards made to named executive officers in 2009, 2008 and 2007 were as follows:

		2009 Restricted				2008 Restricted				2007 Restricted
Name		Stock Awards				Stock Awards				Stock Awards
Kevin L. Barnett			31,641				9,984				9,784
Stephen J. Klestinec			25,781				6,330				6,778
Herman F. Dick, Jr.			16,130				5,249				5,538
Terrence J. O’Donovan			26,587				—				—

In establishing the award levels for restricted stock grants in 2009, 2008 and 2007, the Board did not consider the equity ownership levels of the recipients or compensation previously paid, including prior stock-based awards that were fully vested, however they did consider and adjusted accordingly for any unvested options that existed at the time of the restricted stock grant. The Board’s primary focus in granting such restricted stock awards is to focus on retention of executives in light of prevailing competitive conditions and to motivate executives in ways that support our strategic direction.

Our current and intended future practice is to use restricted stock awards in lieu of stock options for the reasons discussed above, and to make such award determinations at the Board meeting held in conjunction with the annual shareholder meeting. This meeting customarily is held in May, and this practice permits us to consider the prior-year results and future expectations when making new grants. From time to time, we also may grant awards in connection with new hires and promotions, at the time of those events.

Employee Stock Purchase Program. We maintain the Stock Purchase Plan, as referenced above, under which all of our employees, including our named executive officers, are permitted to participate. Accumulated employee payroll deductions are used to purchase shares of our common stock quarterly on or about February 1^st, May 1^st, August 1^st or November 1^st at a 15% discount to the closing price of the common stock on the NYSE AMEX on the date of purchase. The Board believes that this broad-based plan encourages stock ownership by all of our employees.

Other Elements of Compensation

Benefits

We provide our named executive officers with medical, dental, vision, short-term disability, long-term disability and life insurance benefits under the same programs used to provide benefits to salaried employees based in Columbus, Ohio and Gaffney, South Carolina.

401(k) Plan

We maintain a defined contribution tax-qualified retirement plan called the “Core Molding Technologies, Inc. 401(k) Retirement Savings Plan” (the “401(k) Plan”), which provides for broad-based employee participation, including for our named executive officers. The 401(k) Plan is designed to encourage savings for retirement, as we do not maintain a defined benefit plan that provides a specified level of income following retirement for named executive officers or other employees.

Under the 401(k) Plan, all of our eligible employees, including our named executive officers, may contribute earnings on a pre-tax basis to the 401(k) Plan up to the maximum limit then in effect under applicable law, and receive matching contributions from us that are subject to vesting over time. The matching contribution equals 25% of the first 6% of earnings deferred by each participant to the 401(k) Plan, which includes all salary and wages that are subject to income tax withholding (except for overtime and disqualifying dispositions of stock options). Until December 31, 2007 our matching contributions were invested automatically into our common stock. Beginning January 1, 2008 the 401(k) Plan was amended by the Board and matching contributions are no longer invested in our common stock but are now invested ratably to the same funds elected by the participant. In addition, we make an automatic employer contribution equal to 3% of each participant’s base salary. This contribution is made for all eligible employees, regardless of whether they make any pre-tax contributions. Finally, if a participant is at least age 35, we may make a retirement contribution based upon such participant’s base salary, which equals 1.5% of such participant’s earnings if such participant is age 35 to 44, and 3.5% of base salary if such participant is age 45 or older. This contribution is made only if the participant is employed on the last day of the year and is subject to board approval.

We offer the 401(k) Plan because it provides our employees, including our named executive officers, with a way to save for retirement. We intend to evaluate the 401(k) Plan for competitiveness in the marketplace from time to time, but we do not anticipate taking the level of benefits provided into account in determining our executives’ overall compensation packages in the coming years.

Perquisites

In general, we believe that perquisites should not constitute a consequential portion of any named executive officer’s compensation. As a result, no named executive officer received perquisites in excess of $10,000.

Executive Severance Arrangements

We have entered into executive severance agreements with Messrs. Barnett, Dick, Klestinec and O’Donovan that specify payments in the event the executive officer’s employment is terminated after a change in control. We believe that such executive severance agreements serve to assure the stability and continuity of our executive officers upon the occurrence of any change in control event, as well as to assure the effectiveness of existing retention and incentive features of the Company’s compensation program. See further disclosure below under “Potential Payments Upon Change of Control” for more information.

Tax Deductibility of Executive Compensation

Section 162(m) of the Internal Revenue Code generally disallows a tax deduction to publicly held companies for compensation in excess of $1 million in any taxable year paid to the chief executive officer or the four next most highly compensated executive officers. However, compensation in excess of $1 million is deductible if it meets the criteria for being “performance based” within the meaning of Section 162(m). Our stock option awards satisfy the conditions for being “performance based” under Section 162(m). Time-based restricted stock awards and cash payments paid under our informal profit sharing plan do not currently satisfy the Section 162(m) “performance based” conditions.

We generally endeavor to award compensation in a manner that satisfies the conditions for tax deductibility. However, we will not necessarily limit executive compensation to amounts deductible under Section 162(m), but rather intend to maintain the flexibility to structure our compensation programs so as to best promote our interests and the interests of our stockholders.

Conclusion

Our compensation programs are designed and administered in a manner consistent with our executive compensation philosophy and objectives. Our programs emphasize the retention of key executives and appropriate rewards for results. Our Board monitors these programs in recognition of the marketplace in which we compete for talent, and will continue to emphasize pay-for-performance and equity based incentive programs that reward our named executive officers for results that are consistent with our shareholders interests.

Compensation Committee Report

The Board of Directors has reviewed and discussed the foregoing Compensation Discussion and Analysis with management. Based upon our review and discussion with management, we hereby authorize the inclusion of the foregoing Compensation Discussion and Analysis in this proxy statement and the Annual Report on Form 10-K for the fiscal year ended December 31, 2009 filed with the Securities and Exchange Commission.

Malcolm M. Prine
Ralph O. Hellmold
James F. Crowley
Thomas R. Cellitti
Kevin L. Barnett

Summary Compensation Table

The table below summarizes the total cash and non-cash compensation paid or earned by each named executive officer for the fiscal years ended December 31, 2009, 2008 and 2007.

The base salaries of the named executive officers of the Company are typically reviewed annually in December for the upcoming year by the Company’s Board of Directors and adjusted as appropriate, as described above in “Compensation Discussion and Analysis”. No adjustments were made to base salaries in December 2008 or 2009 for calendar years 2009 and 2010 due to the economic conditions. The Board of Directors will continue to monitor business and economic conditions throughout 2010 to determine if an adjustment should be made. Additionally, in light of the economic conditions in 2009, each named executive voluntarily took a 15% pay reduction during the second and third quarters of 2009.

The Company has not entered into any employment agreements with any of the named executive officers although the Company has entered into certain executive severance agreements as further described below under “Potential Payments upon Change in Control or Termination.” Additional information related to each component of compensation for each named executive officer is provided above in the Compensation Discussion and Analysis.

																										Change in
																										Pension Value
																										and Non-
																										Qualified
																						Non-Equity				Deferred
														Stock				Option				Incentive Plan				Compensation				All Other
Name and Principal						Salary				Bonus				Awards(1)				Awards				Compensation(2)				Earnings				Compensation(3)				Total
Position		Year				($)				($)				($)				($)				($)				($)				($)				($)
Kevin L. Barnett			2009				251,619				—				81,001				—				—				—				19,600				352,220
President and Chief			2008				249,231				—				69,988				—				187,463				—				18,840				525,522
Executive Officer			2007				240,000				—				69,858				—				52,821				—				18,000				380,679
Stephen J. Klestinec			2009				205,023				—				65,999				—				—				—				17,002				288,024
Vice President & COO			2008				206,154				—				44,373				—				155,062				—				16,850				422,439
			2007				200,000				—				48,395				—				44,017				—				16,375				308,787
Herman F. Dick, Jr. Vice President, Secretary, Treasurer and Chief Financial Officer			2009				186,385				—				41,293				—				—				—				15,790				243,468
			2008				189,615				—				36,795				—				142,622				—				15,775				384,807
			2007				185,000				—				39,541				—				40,716				—				15,400				280,657
Terrence J. O’Donovan			2009				151,864				—				68,063				—				—				—				12,130				232,057
Vice President of			2008				—				—				—				—				—				—				—				—
Marketing and Sales			2007				—				—				—				—				—				—				—				—

Grants of Plan-Based Awards

The following table summarizes the 2009 grants of equity and non-equity plan based awards to the named executive officers. All of these equity and non-equity plan awards were granted under the 2006 Core Molding Technologies, Inc. Long-Term Equity Incentive Plan and the Core Molding Technologies, Inc. Profit Sharing Plan, as further described above in the “Compensation Discussion and Analysis.”

																														All				All
																														Other				Other								Grant
																														Stock				Option								Date
																														Awards:				Awards:								Fair
																														Number				Number				Exercise				Value of
						Estimated Future Payouts												Estimated Future Payouts												of				of				or Base				Stock
						Under Non-Equity												Under Equity												Shares				Shares				Price of				and
						Incentive Plan Awards ($)(1)												Incentive Plan Awards (#)												of Stock				of Stock				Option				Option
		Grant				Threshold				Target				Maximum				Threshold				Target				Maximum				or Units				or Units				Awards				Awards
Name		Date				($)				($)				($)				(#)				(#)				(#)				(#)				(#)				($/Sh)				($)(2)
Kevin L. Barnett			5/28/09				—				—				—				—				—				—				31,641				—				—				81,001
Stephen J. Klestinec			5/28/09				—				—				—				—				—				—				25,781				—				—				65,999
Herman F. Dick, Jr.			5/28/09				—				—				—				—				—				—				16,130				—				—				41,293
Terrence J. O’Donovan, Sr.			5/28/09				—				—				—				—				—				—				26,587				—				—				68,063

Outstanding Equity Awards at December 31, 2009

Option Awards

Stock Awards

Equity

Equity

Incentive

Incentive

Plan

Equity

Plan

Awards:

Incentive

Awards:

Market or

Plan

Market

Number of

Payout

Awards:

Number

Value of

Unearned

Value of

Number of

Number of

Number of

of Shares

Shares or

Shares,

Unearned

Securities

Securities

Securities

or Units

Units of

Units or

Shares,

Underlying

Underlying

Underlying

of Stock

Stock

Other

Units or

Unexercised

Unexercised

Unexercised

Option

That

That

Rights

Other Rights

Options

Options

Unearned

Exercise

Option

Have Not

Have Not

That Have

That Have

(#)

(#)

Options

Price

Expiration

Vested

Vested

Not Vested

Not Vested

Name

Exercisable

Unexercisable(1)

(#)

($)

Date

(#)(2)

($)(3)

(#)

($)

Kevin L. Barnett

75,000

—

—

3.21

02/02/2014

51,409

147,544

—

—

Stephen J. Klestinec

92,000

—

—

3.21

02/02/2014

32,260

92,586

—

—

Herman F. Dick, Jr.

26,400

—

—

3.21

02/02/2014

30,498

87,529

—

—

17,100

31,500

—

2.75

10/21/2014

Terrence J. O’Donovan, Sr.

—

—

—

—

—

26,587

76,305

—

—

Potential Payments upon Change in Control or Termination

Payments upon a Termination in connection with a Change in Control

We have entered into an amended and restated executive severance agreement with each of our named executive officers that provides for certain benefits upon the occurrence of a change in control. The following describes and quantifies the payments that each named executive officer would receive if we had a change in control and such named executive officer’s employment was terminated following the change in control. The summaries assume that the change in control occurred on December 31, 2009 and the relevant stock price is the closing market price of our common stock on the NYSE AMEX on December 31, 2009, which was $2.87.

Under each executive severance agreement, upon a “change in control”, each named executive officer shall be entitled to continue to receive his then-current base salary for the remainder of the term of the agreement, as may be extended from time to time, as well as continuing to receive all benefits under any plans or programs in which the named executive officer then participates (including our annual cash profit sharing plan, long-term equity incentive plan, stock purchase plan, 401(k) plan, vacation, dental, life, health and accident, disability or deferred compensation plans). A “change in control” is defined as any of the following (a) the consummation of a reorganization, merger or other consolidation or sale of substantially all of our assets, resulting in less than 50% of the combined voting power of such resulting entity being held by the holders of our voting stock immediately prior to such transaction; (b) the filing of a beneficial ownership report disclosing that any person has become a beneficial owner of securities representing 50% or more of our voting stock; (c) over a period of 2 consecutive years, the members of the board of directors in place at beginning of any such period cease to constitute a majority of the board, subject to certain circumstances.

In addition, if within the two-year period following a change in control, we terminate the employment of a named executive officer other than for “cause” (as described in the agreement) or for death or disability, or the named executive officer terminates his employment for “good reason” (as described in the agreement), each named executive officer shall be entitled to the following:

•

Full base salary earned through date of termination at the rate then in effect at the time notice for termination is given;

•

In lieu of any further salary payments for periods subsequent to the date of termination, a lump-sum payment equal to 2.99 times the sum of (a) the average of base salary as reported on such named executive officer’s W-2 form for the 5 calendar years prior to the year in which termination occurs and (b) the average of the cash profit sharing incentives earned by the named executive officer as reported on the named executive officer’s W-2 form for the 5 calendar years prior to the year in which such termination occurs; provided, however that the sum of the amounts in clauses (a) and (b) above shall not exceed 2.99 times of the base amount as defined in Section 280G(b)(3) of the Internal Revenue Code of 1986, or any successor provision; and

•

The immediate vesting of all unvested stock options, stock appreciation rights and restricted stock awards.

The payments that would have been made to the named executive officers, assuming a change in control and related termination occurred on December 31, 2009, are as follows:

						Value of Accelerated				Value on Accelerated				Total Value of Change
		Lump Sum				Stock Option				Restricted Stock				In Control
		Payment				Exercise				Vesting				Severance
Name		($)				($)(1)				($)(2)				($)
Kevin L. Barnett			1,091,344				—				147,544				1,238,888
Stephen J. Klestinec			941,608				—				92,586				1,034,194
Herman F. Dick, Jr.			845,050				5,832				87,529				938,411
Terrence J. O’Donovan, Sr.			454,072				—				76,305				530,377

Payments upon a Termination not in connection with a Change in Control

Restricted Stock. Assuming the employment of a named executive officer was terminated for death, disability, or retirement at age 65 as of December 31, 2009, each named executive officer would be entitled, under the 2006 Plan, to the amounts set forth under “Value of Accelerated Restricted Stock Vesting” in the table above (as described in the 2006 Plan). All named executive officers who terminate for any reason other than death, disability or retirement at age 65 shall forfeit all rights to any unvested restricted stock awards.

Stock Options. Assuming we terminated the employment of a named executive officer for any reason as of December 31, 2009, each named executive officer would be able to exercise any vested stock option awards but shall forfeit all rights to any unvested stock option awards. The following table describes the payments that would have been made to the name executive officers, assuming all named executive officers exercised the vested stock option awards as of December 31, 2009, on the date of termination.

		Value of Vested
		Stock Option
		Exercise at 12/31/09
Name		($)(1)
Kevin L. Barnett			—
Stephen J. Klestinec			—
Herman F. Dick, Jr.			5,832
Terrence J. O’Donovan			—

DIRECTOR COMPENSATION

The Company uses a combination of cash and equity-based incentive awards to attract and retain qualified candidates to serve on the Board of Directors. The Company from time to time reviews the adequacy and competitiveness of the amount of the annual director’s fee, committee fees and meeting attendance fees and makes adjustments as it deems appropriate. Only non-employee directors receive director compensation.

Each non-employee director of the Company, other than Mr. Prine, receives a director’s fee of $3,500 per quarter. Mr. Prine receives a director’s fee of $13,000 per quarter to reflect his role as chairman. Mr. Crowley receives an additional $1,000 fee per quarter, to reflect his role as audit committee chairman. Due to the economic conditions that existed during 2009, all board members voluntarily elected to reduce their director fees to 85% of those amounts for the second and third quarter of 2009.

Each non-employee director receives a $1,000 fee for each regularly scheduled board meeting that they were in attendance and each audit committee member receives a $1,000 fee for each audit committee meeting that they were in attendance.

In May 2009, the Board granted our non-employee directors shares of restricted common stock pursuant to the 2006 Plan. Each restricted stock grant vests in 3 equal installments over the next three (3) years following the date of the grant, with all restricted stock grants being fully time vested upon the date of the recipient’s 65^th birthday and accelerated vesting upon death, disability or “change-in-control” (as described in the 2006 Plan). Awards made to directors (excluding Mr. Barnett who does not receive a separate restricted stock award in his capacity as a director) in 2009 were as follows:

		2009 Restricted
Name		Stock Awards (#)
Thomas R. Cellitti			3,809
James F. Crowley			3,809
Ralph O. Hellmold			3,809
Malcolm M. Prine			7,618

The restricted stock grants also contained stock ownership vesting requirements, such that each restricted stock grant does not vest until the director owns and retains shares of our common stock equal in value to 100% of the average annual director fee. All non employee directors have met this stock ownership requirement. The restricted stock grants did consider and was adjusted accordingly for any unvested options that existed.

The table below summarizes the compensation paid by the Company to non-employee directors for the fiscal year ended December 31, 2009.

																		Change in Pension
																		Value and
																		Nonqualified
		Fees Earned												Non-Equity				Deferred
		or				Stock				Options				Incentive Plan				Compensation				All Other
		Paid in Cash				Awards				Awards				Compensation				Earnings				Compensation				Total
Name(1)		($)				($)(2)				($)				($)				($)				($)				($)
Thomas R. Cellitti			17,650				9,751				—				—				—				—				27,401
James F. Crowley			25,050				9,751				—				—				—				—				34,801
Ralph O. Hellmold			21,350				9,751				—				—				—				—				31,101
Malcolm M. Prine			56,500				19,502				—				—				—				—				76,002

REPORT OF THE AUDIT COMMITTEE

The Audit Committee of the Board of Directors (the “Audit Committee”) is composed of three directors, none of whom is an employee of the Company. The Audit Committee is governed by an amended charter as reassessed and approved by the Board of Directors on March 18, 2010. A copy of the Audit Committee Charter is attached as Exhibit A to this proxy statement. In accordance with its written charter, the Audit Committee assists the Board in fulfilling its responsibility for oversight of the quality and integrity of the accounting, auditing and financial reporting practices of the Company.

During the year ended December 31, 2009, the Audit Committee met four times. The Audit Committee discussed the interim financial information contained in quarterly earnings announcements with both management and the independent registered public accounting firm prior to the public release of quarterly information.

In discharging its oversight responsibility as to the audit process, the Audit Committee obtained from Crowe Horwath LLP a formal written statement describing all relationships between Crowe Horwath LLP and the Company that might bear on Crowe Horwath LLP’s independence consistent with Independence Standards Board Standard No. 1 “Independence Discussions with Audit Committees,” discussed with Crowe Horwath LLP any relationships that may impact their objectivity and independence and satisfied itself as to their independence. The Audit Committee also discussed with management and Crowe Horwath LLP the quality and adequacy of the Company’s internal controls. The Audit Committee reviewed with Crowe Horwath LLP their audit scope and their identification of audit risks.

The Audit Committee discussed and reviewed with Crowe Horwath LLP all communications required by auditing standards generally accepted in the United States of America, including those matters required by Statement on Auditing Standards No. 141, as amended “The Auditor’s Communication with those Charged with Governance” and, with and without management present, discussed and reviewed the results of Crowe Horwath’s examination of the financial statements. Management also discussed with Crowe Horwath LLP those matters required to be discussed under the Securities and Exchange Commission and U.S. Public Company Accounting Oversight Board.

The Audit Committee reviewed the audited consolidated financial statements of the Company as of and for the year ended December 31, 2009, with management and Crowe Horwath LLP. Management has the responsibility for the preparation of the Company’s financial statements and Crowe Horwath LLP has the responsibility for the examination of those statements.

Based on the above-mentioned review and discussions with management and the independent auditors, the Audit Committee recommended to the Board that audited consolidated financial statements be included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2009, for filing with the Securities and Exchange Commission.

Audit Committee

James F. Crowley, Chairman
Malcolm M. Prine
Ralph O. Hellmold

AUDIT FEES

The Audit Committee engaged Crowe Horwath LLP as it independent registered accounting firm on August 17, 2009. The aggregate fees paid or accrued to Crowe Horwath LLP for professional services rendered for the audit of the Company’s annual financial statements for the period ending December 31, 2009 and the review of the Company’s September 30, 2009 Form 10-Q was $105,830.

AUDIT RELATED FEES

There were no fees billed to the Company for audit related services by Crowe Horwath LLP for the year ended December 31, 2009.

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

On October 8, 1996, RYMAC Mortgage Investment Corporation, a Maryland corporation, formed the Company as a wholly owned subsidiary under the laws of the State of Delaware. RYMAC incorporated the Company in order to acquire substantially all of the assets of the Columbus Plastics operating unit of Navistar, Inc.

Pursuant to the terms of the asset purchase agreement with Navistar (formerly International Truck and Engine Corporation), the Company acquired substantially all of the assets and liabilities of Columbus Plastics on December 31, 1996. As consideration, Navistar received a secured note in the principal amount of $25,504,000. Navistar also received 4,264,000 shares of newly issued common stock of the Company, representing approximately 43% of the total number of shares of common stock issued and outstanding at the time of the acquisition. The principal amount of the secured note and the number of shares of common stock received by Navistar were subject to adjustment pursuant to the terms of the asset purchase agreement.

Navistar’s acquisition of common stock of the Company made it the largest stockholder of the Company. The certificate of incorporation of the Company protects this position by limiting the possibility of a change in ownership or control. For instance, the certificate of incorporation requires a super-majority vote to remove directors or to approve certain extraordinary corporate transactions, including mergers and acquisitions. The certificate of incorporation also restricts transfers of securities, which could result in a change of ownership of a specified percentage in the Company. This restrictive transfer provision is discussed below under the heading “Limitation on Ownership.”

On July 18, 2007, the Company entered into a stock repurchase agreement with Navistar, pursuant to which the Company repurchased 3,600,000 shares of the Company’s common stock, from Navistar in a privately negotiated transaction at $7.25 per share, for a total purchase price of $26,100,000. Navistar continues to be a significant stockholder of the Company’s common stock with 664,000 shares, or approximately 9.8% of the shares outstanding after the repurchase. Navistar is also the Company’s largest customer, accounting for approximately 54% of the Company’s 2009 sales.

Other than the transaction described above there has not been any transaction or series of similar transactions since 2007 to which we were or will be a party in which the amount involved exceeded or will exceed $120,000 and in which any Board member, executive officer, holder of five percent or more of any class of our capital stock or any member of their immediate family had or will have a direct or indirect material interest (as defined in Item 404 of Regulation S-K). It is our internal policy that all related party transactions required to be disclosed pursuant to Item 404 of Regulation S-K under the Securities Exchange Act of 1934, as amended, be reviewed and approved by the Board of Directors. Under Item 404 of Regulation S-K, this requirement would generally apply to transactions exceeding $120,000 between us and any related persons.

Stockholder Rights Agreement

On July 16, 2007, the Board of Directors approved a Shareholders Rights Plan (the “Plan”) in conjunction with the approval of the repurchase of shares of stock from Navistar. The Plan was implemented to protect the interests of the Company’s stockholders by encouraging potential buyers to negotiate directly with the Board prior to attempting a takeover. Under the Plan, each shareholder received a dividend of one right per share of common stock of the Company owned on the record date, July 18, 2007. The rights will not initially be exercisable until, subject to action by the Board of Directors, a person acquires 15% or more of the voting stock without approval of the Board. If the rights become exercisable, all holders except the party triggering the rights shall be entitled to purchase shares of the Company at a discount. Each right entitles the registered holder to purchase from the Company a unit consisting of one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $0.01 per share. In connection with the adoption of the stockholder rights agreement, on July 18, 2007, the Company filed a Certificate of Designations of Series A Junior Participating Preferred Stock with the Secretary of State of the State of Delaware.

LIMITATION ON OWNERSHIP

The certificate of incorporation of the Company contains a prohibited transfer provision, which was designed at the time of the merger and acquisition to help assure the continued availability of the Company’s substantial net operating losses by seeking to prevent an ownership change in the Company.

The prohibited transfer provision prohibits a transfer of stock of the Company if the transfer will cause the transferee to hold a prohibited ownership percentage or if the transferee’s ownership percentage already exceeds the prohibited ownership percentage. The prohibited transfer provision defines “stock” as including all classes of stock, options to purchase stock or any other interest in the Company that could be treated as stock. A prohibited ownership percentage generally means direct and indirect ownership of 4.5% or more of the stock or any other percentage that would cause a transferee to be considered a five percent stockholder under the federal income tax rules referenced in the certificate of incorporation.

The prohibited transfer provision did not apply to the issuance of stock to Navistar pursuant to the asset purchase agreement and will not restrict certain transfers that are made in compliance with exceptions set forth in the prohibited transfer provision.

In addition, the Company’s Certificate of Incorporation and Bylaws contain certain provisions designed to discourage specific types of transactions involving an actual or threatened change of control of the Company. These provisions, which are designed to make it more difficult to change majority control of the Board of Directors without its consent, include the following:

Removal of Directors - This provision provides that a director of the Company may be removed with or without cause only upon the vote of the holders of at least 80% of the voting power of the outstanding shares of capital stock entitled to vote generally in the election of directors.

Supermajority Approval - This provision requires that a merger and certain other transactions (as outlined in the Certificate of Incorporation) be approved by the affirmative vote of the holders of at least 66 2/3% of the then outstanding shares of the Company’s common stock. Such affirmative vote is required not withstanding the fact that no vote may be required, or that a lesser percentage may be specified by law.

Amendments - This provision requires that any amendment to the provisions relating to the removal of directors be approved by the holders of at least 80% of the then outstanding shares of voting stock, and any amendment to provisions requiring the approval of the holders of at least 66 2/3% of the then outstanding shares of voting stock be approved by the holders of at least 66 2/3% of the then outstanding shares of voting stock.

PROPOSAL NO. 1
ELECTION OF DIRECTORS

Composition of the Board of Directors

The Board of Directors currently consists of five (5) members. On April 12, 2010, the Board of Directors increased the size of the Board to six directors pursuant to its authority under the Amended and Restated By-Laws of the Company, effective as of the date of the Meeting. The Board of Directors nominated Mr. James L. Simonton, past Chief Executive Officer of the Company, for election to the newly created directorship. Therefore, at the annual meeting, the stockholders will elect six (6) directors to hold office until the election and qualification of their successors or until their earlier resignation, death, disqualification or removal from office.

The intention of the proxies is to vote the shares of common stock they represent for the election of Kevin L. Barnett, Thomas R. Cellitti, James F. Crowley, Ralph O. Hellmold, Malcolm M. Prine and James L. Simonton, unless the proxy is marked to indicate that such authorization is expressly withheld. Each nominee, except for Mr. Simonton, is currently a member of the Board of Directors. All of the nominees have stated their willingness to serve and the Company is not aware of any reason that would cause any of the nominees to be unavailable to serve

as a director should they be elected at the annual meeting. If any of the nominees should become unavailable for election, the proxies may exercise discretionary authority to vote for a substitute nominee proposed by the Board of Directors. Information with respect to the background and experience of each of the six nominees currently serving on the Board of Directors is set forth above under the heading “Directors and Executive Officers of the Company.”

Under Delaware law and the Bylaws of the Company, the stockholders will elect as directors the six (6) nominees receiving the greatest number of votes. The Company will count shares of common stock as to which voting authority is withheld for quorum purposes but will not count those shares toward the election of directors or toward the election of individual nominees specified in the form of proxy.

YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF MESSRS. BARNETT, CELLITTI, CROWLEY, HELLMOLD, PRINE AND SIMONTON.

PROPOSAL NO. 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors has appointed the firm of Crowe Horwath LLP (“Crowe”) to audit the financial statements of the Company for the fiscal year ending December 31, 2010. The Company expects a representative of Crowe Horwath LLP to attend the annual meeting. The Company will provide the representative with an opportunity to make a statement if he or she desires to do so. The Company expects that the representative will be available to respond to appropriate questions.

In 2009 the Audit Committee of the Board of Directors of the Company conducted a competitive process to select a firm to serve as the Company’s independent registered public accounting firm. The Audit Committee invited several firms to participate in this process, including Deloitte & Touche LLP (“Deloitte”), the Company’s independent registered public accounting firm since 1996.

As a result of this process and following careful deliberation, effective August 17, 2009, the Audit Committee approved the engagement of Crowe Horwath LLP as the Company’s independent registered public accounting firm. The Audit Committee also informed Deloitte that it was dismissed as the Company’s independent registered public accounting firm effective as of August 17, 2009.

Deloitte’s audit reports on the Company’s consolidated financial statements as of and for the years ended December 31, 2008 and 2007, did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.

During years ended December 31, 2008 and 2007, respectively, and in the subsequent interim period through August 17, 2009, there were (i) no disagreements between the Company and Deloitte on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Deloitte, would have caused Deloitte to make reference to the subject matter of the disagreement in their reports on the financial statements for such years, and (ii) no “reportable events” as that term is defined in Item 304(a)(1)(v) of Regulation S-K.

In deciding to engage Crowe, the Audit Committee reviewed auditor independence and existing commercial relationships with Crowe, and concluded that Crowe has no commercial relationship with the Company that would impair its independence. Neither the Company nor anyone acting on its behalf has consulted with Crowe on any of the matters or events set forth in Item 304(a)(2) of Regulation S-K prior to engaging Crowe as the Company’s independent registered accounting firm on August 17, 2009.

The Company is presenting the appointment of Crowe Horwath LLP as independent registered public accounting firm for ratification at the annual meeting. While ratification by stockholders of this appointment is not required by law or the Certificate of Incorporation or Bylaws of the Company, the Board believes that such ratification is desirable. In the event this appointment is not ratified by a majority vote of stockholders, the Board of Directors will consider that fact when it appoints an independent registered public accounting firm for the next fiscal year. The Board has adopted policies requiring the Audit Committee to pre-approve all audit and non-audit services

provided by the Company’s independent registered public accounting firm. All auditing services and non-audit services provided by Crowe Horwath LLP for the year ended December 31, 2009 have been approved by the Audit Committee.

YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL TO RATIFY THE APPOINTMENT OF CROWE HORWATH LLP.

OTHER MATTERS

The management of the Company and the Board of Directors of the Company know of no matters to be brought before the annual meeting other than as set forth above. If, however, any other matters are properly presented to the stockholders for action, it is the intention of the persons named in the proxy to vote at their discretion on all matters on which the shares of common stock represented by such proxies are entitled to vote.

		BY ORDER OF THE BOARD OF DIRECTORS
		Malcolm M. Prine
April 16, 2010		Chairman of the Board

Exhibit A

CORE MOLDING TECHNOLOGIES, INC.

AUDIT COMMITTEE CHARTER

The Audit Committee is appointed by the Board of Directors of Core Molding Technologies, Inc. (the “Corporation”) to assist the Board in fulfilling its responsibility for oversight of the quality and integrity of the accounting, auditing and reporting practices of the corporation and other such duties as directed by the Board.

The membership of the committee shall consist of at least three independent directors who are generally knowledgeable in financial and auditing matters, including at least one member with accounting or related financial management expertise. Once a year, there will be a written affirmation of compliance to the NYSE AMEX US LLC stock exchange, or any successor exchange on which the Corporation’s securities are listed (the “Stock Exchange”) on the financial literacy of all Audit Committee members and the financial management expertise of one member. Each member shall be free of any relationship that, in the opinion of the Board, would interfere with his or her individual exercise of independent judgment, and shall meet the composition requirements as set forth in the Audit Committee standards of the Stock Exchange and as both may be amended over time. One of the Audit Committee members shall be appointed by the Board to chair the Audit Committee. He or she shall be responsible for leadership of the committee, including reviewing the agenda, presiding over the meetings, making committee assignments and reporting to the Board of Directors. The chairperson will also maintain regular liaison with the management of the corporation, and the lead independent audit partner.

The committee shall meet at least four times per year or more frequently at the discretion of the chairperson of the committee, as circumstances require. A majority of the committee will comprise a quorum when all committee members are unable to attend a meeting. As part of fostering open communication, the Committee should meet at least annually with management and the independent accountants in executive sessions to discuss any matters that the committee or each of these groups believe should be discussed privately.

The committee is empowered to investigate any matter brought to its attention, with full power to retain outside counsel or other experts for this purpose. In carrying out these responsibilities, the Committee shall have full access to the independent public accountants, the general counsel, any of the Corporation’s non-employee attorneys and advisors, and executive and financial management in scheduled joint sessions or private meetings. Additionally the committee shall have full access to all books, records and facilities. Similarly, the Corporation’s independent public accountants, general counsel, and executive and financial management will have full access to the Committee and to the Board of Directors and each is responsible for bringing before this Committee or its Chair in a timely manner any matter he/she feels appropriate to the discharge of the Committee’s responsibility.

The Audit Committee will reassess the Charter annually and present it to the Board for their formal review and approval. There will be an annual written affirmation of compliance addressed to the Stock Exchange that the Board has approved the Charter. The Audit Committee will publish an annual statement in the proxy statement, which sets forth the composition of the Audit Committee along with a discussion of the actions taken during the year. In addition, the Audit Committee Charter will be published in the annual report or proxy statement every year.

The function of the Audit Committee shall be to advise Management and to exercise the following powers and duties with respect to the following matters involving the Corporation and, unless otherwise specified, any of its direct or indirect subsidiaries (“Corporation”):

1.

Review Corporation’s annual financial statements, annual reports, registration statements, and material amendments to any of them, as filed with the U.S. Securities and Exchange Commission; and recommend to the Board the inclusion of the company’s audited financial statements in the company’s annual report on Form 10-K. The review shall include consideration of the quality, not just acceptability, of the Corporation’s accounting principles as applied in its financial reporting.

2.

Review with management and the independent auditor the quarterly financial information

prior to the Corporation’s filing of the Form 10-Q.

3.

Review the Corporation’s programs for compliance with the financial disclosure requirements of applicable law and regulatory authority.

4.

Review the auditing of the Corporation’s accounts with the independent public accountant, including the plan, and the results of their auditing engagements, including any audit problems, significant disagreements, internal controls weaknesses, major issues, significant matters requiring consultation with other accountants, or difficulties encountered during the course of the audit work, including any restrictions on the scope of the independent auditors’ activities or access to requested information, and management’s response. The committee shall also review any “management” or “internal control” letters issued or proposed to be issued by the audit firm to the Corporation.

5.

Select and retain the independent public accountant to audit the financial statements of the Corporation and at least annually, evaluate the independent public accountant’s qualifications, performance and independence, taking into account the opinion of management. In so doing, the committee shall require the Company’s independent auditors to submit, on an annual basis, a formal written statement setting forth all relationships between the independent public accountants, consistent with Independence Standards Board Standard 1. The committee shall also have responsibility for actively engaging in a dialogue with the Company’s independent public accountant with respect to any disclosed relationships or services that may impact the objectivity and independence of the independent public accountant and for taking or recommending that the Company’s Board take appropriate action to oversee the independence of the independent public accountant. As part of this the committee shall: (i) set clear hiring policies for employees or former employees of the independent auditors; and (ii) determine that the independent audit firm has a process in place to address the rotation of the lead audit partner and other audit partners serving the account. The independent public accountant is ultimately accountable to the Board of Directors and the Audit Committee.

6.

Review the Corporation’s processes to maintain an adequate system of internal controls.

7.

Discuss with independent auditors, the Board and/or management, processes and programs for improvement, including steps to minimize any risk exposure. Further, the committee will meet separately with management and the independent auditors periodically to discuss the results of their examinations and whether there were any audit problems.

8.

Recommend any further action to the Board that the committee deems necessary.

9.

Prepare its report to be included in the Company’s annual proxy statements, as required by SEC regulations.

10.

Discuss with management the status of pending litigation, taxation matters and other areas of oversight to the legal and compliance area as may be appropriate.

11.

Present to the Board any proposal received from any shareholder concerning any of the foregoing matters, which the shareholder proposes to present for action by the Corporation’s shareholders.

12.

Perform such other duties and responsibilities as may be assigned to the Audit Committee by the Board.

The committee has the responsibility for ensuring that the Corporation has an effective compliance program in place, including legal and ethical compliance. As part of this the committee shall establish procedures for: (1) the receipt, retention and treatment of complaints received by the Corporation regarding ethical or compliance violations, and (2) the confidential, anonymous submission by Corporate employees of concerns regarding ethical or compliance violations. The Corporation shall establish and publish a toll-free number for receiving complaints regarding ethical or compliance violations. All such complaints will be reported to the Audit Committee. The committee shall also have the authority to engage independent counsel and other advisers, as it determines necessary to carry out its duties, and the Company shall provide for appropriate funding, as determined by the committee, for payment of compensation for such advisors and for the payment of compensation to any registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company.

The Audit Committee shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, which are prepared or presented by any of the following:

1.

One or more directors, officers or employees of the Corporation who the member reasonably believes are reliable and competent in the matters prepared or presented.

2.

Counsel, public accountants or other persons as to matters that the member reasonably believes are within the person’s professional or expert competence.

3.

Such other committees of the Board of Directors upon which the member does not serve, duly established in accordance with a provision of the articles or regulations of the corporation, as to matters within its designated authority, which committee the member reasonably believes to merit confidence.

The committee is responsible for the duties set forth in this charter but is not responsible for either the preparation of the financial statements or the auditing of the financial statements. Management has the responsibility for preparing the financial statements and implementing internal controls. The independent auditors have the responsibility for auditing the financial statements and monitoring the effectiveness of the internal controls. Management, the independent auditors and the committee work to ensure the effectiveness of internal controls and in bringing any material weaknesses to the attention of the appropriate parties. The committee is responsible for overseeing the entire process.

EXHIBIT B

CORE MOLDING TECHNOLOGIES, INC.
Charter of the Nominating Committee of the Board of Directors

I. Structure of Committee

This Charter governs the structure and operation of the Nominating Committee (the “Committee”). The Committee’s role, as more specifically described below, is to identify and evaluate persons qualified for presentation as Director nominees, to present to the Board of Directors (the “Board”) qualified slates of nominees for election to the Board by the Company’s shareholders, to recommend candidates to fill vacancies occurring between annual shareholder meetings and to carry out all obligations imposed upon a nominating committee pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and of the NYSE AMEX as the same may be applicable from time to time.

The Committee shall be comprised of all members of the Board of Directors with a majority of independent Directors (under NYSE AMEX rules) required to effect a decision. Each member shall serve for a term expiring at the next annual meeting of Directors and may be removed by the Board at any time.

II. Meetings

The Committee shall meet as often as deemed necessary. Electronic participation in meetings is acceptable if effected in compliance with the Company’s Bylaws. The Committee shall have authority, in its areas of responsibility, to retain at Company expense independent advisors and to approve and require payment of fees charged by such advisors. In the performance of its duties, the Committee and its Members shall have unrestricted access to management.

The Committee shall cause appropriate minutes to be prepared and preserved with respect to its proceedings and shall report its actions to the next following meeting of the Board.

III. Duties and Responsibilities

In discharging its duties, the Committee shall perform the following activities as well as such additional activities as it deems appropriate in light of then applicable rules and regulations of the SEC and NYSE AMEX:

A. To identify and review, in consultation with the Company’s Chief Executive Officer, candidates for the Board of Directors and to recommend to the Board candidates for election to the Board. Such recommendation shall disclose the source from which the recommendation of such candidate came.

B. To evaluate and measure those skills and accomplishments which should be possessed by a prospective member of the Board given the then membership of the Board, including such factors as the ethical values, personal integrity and business reputation of the candidate, his or her financial acumen, reputation for effective exercise of sound business judgment, strategic planning capability, indicated interest in providing attention to the duties of a member of the Board, contribution of a diverse frame of reference, personal skills in marketing, manufacturing processes, technology or in other areas where such person’s talents may contribute to the effective performance by the Board of its responsibilities.

C. To review the Committee Charter from time to time for adequacy in light of current conditions and to recommend any appropriate changes to the Board, including, without limitation, those changes which may be required by the SEC with respect to the process of receipt and review of recommendations from shareholders regarding possible Board candidates.

D. To consider and review the qualifications of those Director candidates recommended by shareholders in a fair and unbiased manner and by application of the same tests and standards which are considered in connection with candidates independently identified by the Committee or otherwise brought to its attention including, without limitation, those factors described in III. B., above. In order to allow the Committee sufficient time to evaluate candidates relative to the standards set forth in this Charter,

recommendations from shareholders regarding candidates must be delivered to the Company’s Secretary at least 90 days prior to the Company’s annual meeting, provided that recommendations received after such deadline may still be considered if the Committee determines that their review process will not be compromised by such delinquent notice. Such recommendations must be in writing and must include a biographical description of the prior relevant activities of the proposed candidate and the views of the recommending shareholder regarding his or her qualifications. Such recommendations must be accompanied a written statement from the proposed candidate agreeing to be identified in the proxy statement as a nominee and, if elected, to serve as a Director.

E. To report to the Board regarding the number and identity of Directors who were present and who were absent at the most recent annual shareholders meeting and to encourage attendance by Board Members at all shareholder annual meetings.

F. To develop and, following approval thereof by the Board, to implement a process for the receipt of communications from shareholders to Directors.

o                     n

CORE MOLDING TECHNOLOGIES, INC.

THIS PROXY IS BEING SOLICITED BY THE BOARD OF DIRECTORS
For The Annual Meeting of Stockholders
To be held on May 19, 2010

The undersigned stockholder appoints Kevin L. Barnett and Herman F. Dick, Jr., as proxies with full power of substitution, to vote the shares of voting securities of Core Molding Technologies, Inc. (the “Company”) that the undersigned is entitled to vote at the Annual Meeting of Stockholders to be held at the Company’s corporate headquarters, 800 Manor Park Drive, Columbus, Ohio 43228, on May 19, 2010, at 9:00 a.m., Eastern Daylight Savings Time, and at any adjournments thereof, upon matters properly coming before the meeting, as set forth in the Notice of Annual Meeting of Stockholders and Proxy Statement, both of which have been received by the undersigned. Without otherwise limiting the general authorization given hereby, such proxies are instructed to vote as follows:

(Continued and to be signed on the reverse side)

n	14475	n

ANNUAL MEETING OF STOCKHOLDERS OF

CORE MOLDING TECHNOLOGIES, INC.

May 19, 2010

NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL:
The Notice of Meeting, Annual Report, Proxy Statement and Proxy Card
are available at http://colsec.coremt.com

Please sign, date and mail
your proxy card in the
envelope provided as soon
as possible.

ê Please detach along perforated line and mail in the envelope provided. ê

n	20630000000000000000  6	051910

 

   THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF DIRECTORS.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x

Signature of Stockholder

Date:

Signature of Stockholder

Date:

n		Note:		Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.	n