DEF 14A of Enerpac Tool Group Corp, Dec 11, 2023

DEF 14A of Enerpac Tool Group Corp

Filed Dec 11, 2023 · FY20230000006955-23-000078

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS The Board of Directors consists of ten members. Directors are elected annually for one-year terms. Accordingly, at the Meeting, ten directors will be elected to serve until the next annual meeting of shareholders and until their successors shall be elected and qualified. The Board of Directors has nominated the ten individuals listed below for election as directors at the Meeting. Each of these nominees is presently serving as a director of the Company and, except for Colleen M. Healy, was most recently elected by the shareholders at the Company’s annual meeting held in February 2023. Ms. Healy was elected as a director by the Board of Directors on May 15, 2023 to fill the vacancy created by the expansion of the size of the board from nine to ten directors that occurred on such date. The selection of Ms. Healy was the result of a deliberative process undertaken by the Governance and Sustainability Committee, and Ms. Healy was first suggested to the Governance and Sustainability Committee, among other candidates, by the Board Advisory Council of the New York Stock Exchange (the "NYSE"). It is the intention of the persons named in the accompanying form of proxy to vote such proxy for the election of the persons named below, unless otherwise instructed by a shareholder in a completed proxy that is timely submitted. In the event any of the nominees should become unable to serve as a director, an eventuality which management has no reason to believe will occur, proxies may be voted for another nominee.

  2. DIRECTOR CANDIDATE BIOGRAPHIES AND QUALIFICATIONS

    DIRECTOR CANDIDATE BIOGRAPHIES AND QUALIFICATIONS The Board has nominated each of the following individuals for election for a one-year term expiring at the annual meeting of shareholders to be held in 2025.

  3. DIRECTOR CANDIDATE BIOGRAPHIES AND QUALIFICATIONS

    | | Alfredo Altavilla Former Executive Chairman of Italia Trasporto Aereo S.p.A. INDEPENDENT DIRECTOR Age: 60 Director since: 2018 | Other Current Public Company Directorships: •None | Enerpac Board Committees: •Audit •Compensation Other Directorships within the Last Five Years: •Telecom Italia Mobile S.p.A. •Recordati S.p.A | | Mr. Altavilla served as Executive Chairman of Italia Trasporto Aereo S.p.A., a state-owned airline in Italy, from June 2021 until October 2022. His prior executive experience was at Fiat Chrysler, from which he retired in August 2018 after a 29-year career in which he held several senior executive roles, including Chief Operating Officer, Europe, Africa and Middle East; Head of Business Development for Fiat Chrysler Automobiles; and Chief Executive Officer of Iveco, Fiat Chrysler’s trucks and commercial vehicles business. Mr. Altavilla also serves as Senior Advisor to CVC Capital Partners and served as Chairman of Recordati S.p.A., a pharma company listed in Milan and owned by CVC. Mr. Altavilla brings to the Board extensive operating, business development, new product development and acquisition experience. His expertise in doing business in Europe and the Middle East also provides insights critical to the Board’s oversight of Company operations and growth strategies in those markets. | | | |

  4. DIRECTOR CANDIDATE BIOGRAPHIES AND QUALIFICATIONS

    | | Judy L. Altmaier Former President of Exmark Manufacturing Co. INDEPENDENT DIRECTOR Age: 62 Director since: 2019 | Other Current Public Company Directorships: •Allison Transmission, Inc. | Enerpac Board Committees: •Audit •Compensation Other Directorships within the Last Five Years: •None | | Ms. Altmaier served as the President of Exmark Manufacturing Co., a manufacturer of professional turf-care equipment and a subsidiary of The Toro Company (“Toro”), from 2013 until her retirement in January 2019. Prior to that, she was Vice President, Operations and Quality Management of Toro from 2009 until 2013. Before joining Toro, she spent more than 25 years with Eaton Corporation plc (“Eaton”), holding positions of increasing responsibility including Vice President of Operations, Auto Group Americas during 2009 and Vice President, General Manager Global Engine Valve Division in Turin, Italy from 2007 until 2009. Ms. Altmaier joined Eaton in 1983 as an accountant. Ms. Altmaier chairs the Compensation Committee and serves as a member of the Finance Committee of Allison Transmission, Inc. Ms. Altmaier brings to the Board her industry experience in manufacturing, operations, supply chain management, mergers and acquisitions and product development and strategy, including in the areas of automation and electrification, developed over her career with Toro and Eaton. In addition, she brings significant experience in international operations and the execution of growth initiatives. | | | |

  5. DIRECTOR CANDIDATE BIOGRAPHIES AND QUALIFICATIONS

    | | J. Palmer Clarkson Former President and Chief Executive Officer of Bridgestone HosePower LLC INDEPENDENT DIRECTOR Age: 66 Director since: 2018 | Other Current Public Company Directorships: •CNX Resources Corporation | Enerpac Board Committees: •Compensation •Governance and Sustainability Other Directorships within the Last Five Years: •None | | Mr. Clarkson served as the President and Chief Executive Officer of Bridgestone HosePower LLC, a Florida-based industrial hose service company from 1990 until his retirement in June 2022. Founded by Mr. Clarkson in 1990 and acquired by Bridgestone Hose in 2014, HosePower is the largest U.S.-based service provider of hydraulic and industrial hoses used in construction machinery, mining, oil field equipment and general industrial applications. Mr. Clarkson is the chair of the Environmental, Safety and Corporate Responsibility Committee and serves on the Compensation and Nominating and Corporate Governance committees of CNX Resources Corporation. Mr. Clarkson’s areas of expertise include financial and operational management, distribution and dealer channel management, business development and capital allocation. Mr. Clarkson brings a significant understanding of the Company’s tools business and sales channels to the Board as well as strong financial and accounting experience. | | | |

  6. DIRECTOR CANDIDATE BIOGRAPHIES AND QUALIFICATIONS

    | | Danny L. Cunningham Former Partner and Chief Risk Officer of Deloitte & Touche, LLP INDEPENDENT DIRECTOR Age: 68 Director since: 2016 | Other Current Public Company Directorships: •WEC Energy Group, Inc. | Enerpac Board Committees: •Audit, Chair •Governance and Sustainability Other Directorships within the Last Five Years: •None | | Mr. Cunningham is a retired Partner and former Chief Risk Officer of Deloitte & Touche, LLP, a multinational public accounting firm. He has more than 30 years of experience serving public audit clients in a broad array of industries, including manufacturing. He has practiced in both the United States and China. He is a member of the Audit and Oversight Committee of WEC Energy Group, Inc. Mr. Cunningham possesses expertise in the areas of financial reporting, auditing, accounting and risk management and also brings a strong knowledge of corporate transactions and a global perspective to the Board. | | | |

  7. DIRECTOR CANDIDATE BIOGRAPHIES AND QUALIFICATIONS

    | | E. James Ferland Former Chairman and Chief Executive Officer of Babcock & Wilcox Enterprises, Inc. INDEPENDENT DIRECTOR NON-EXECUTIVE CHAIRMAN OF THE BOARD Age: 57 Director since: 2014 | Other Current Public Company Directorships: •None | Enerpac Board Committees: •Governance and Sustainability, Chair Other Directorships within the Last Five Years: •None | | Mr. Ferland is the retired Chairman and Chief Executive Officer of Babcock & Wilcox Enterprises, Inc. (“B&W”), a provider of energy and environmental products and services for power and industrial markets worldwide. He held those positions from July 2015, when B&W was spun-off from the Babcock & Wilcox Company (now known as BWX Technologies, Inc.), until March 2018. Mr. Ferland was Chief Executive Officer of Babcock & Wilcox Company from 2012 through the date of the spin-off. He previously held various leadership roles with Westinghouse Electric Company, LLC and PNM Resources, Inc. With more than 25 years of senior management and engineering experience in diversified industries, Mr. Ferland brings to the Board extensive operations, financial and acquisition experience, knowledge of the energy markets and valuable perspectives from leading a global public company. | | | |

  8. DIRECTOR CANDIDATE BIOGRAPHIES AND QUALIFICATIONS

    | | Colleen M. Healy Former Chief Financial Officer and Principal Accounting Officer of SailPoint Technologies Holdings, Inc. INDEPENDENT DIRECTOR Age: 52 Director since: 2023 | Other Current Public Company Directorships: •None | Enerpac Board Committees: •Audit Committee •Governance and Sustainability, Committee Other Directorships within the Last Five Years: •None | | Ms. Healy is the retired Chief Financial Officer and Principal Accounting Officer of SailPoint Technologies Holding, Inc. (“SailPoint”), an identity and access management software company. She held those positions from March 2022 until the sale of SailPoint in August 2022. From October 2019 until December 2020, Ms. Healy served as the Chief Financial Officer of Basis Global Technologies, Inc. (formerly, Centro, Inc.), a provider of workflow automation and business intelligence software for marketing and advertising functions within enterprises. Prior to 2018, Ms. Healy served as Vice President, Finance of Hillrom Holdings, Inc., Vice President, Investor Relations of TransUnion, and in various positions of increasing responsibility over nearly 20 years at Microsoft Corporation, including as General Manager of U.S. Industry for Financial Services, Head of Investor Relations, and in senior roles within treasury, business development and corporate development. Ms. Healy has extensive experience in financial and strategic leadership, including serving as chief financial officer of a public company. She has deep experience in investor relations, mergers and acquisitions, capital markets and digital technologies, and brings strong leadership to the Board. | | | |

  9. DIRECTOR CANDIDATE BIOGRAPHIES AND QUALIFICATIONS

    | | Richard D. Holder President and Chief Executive Officer of HZO, Inc. INDEPENDENT DIRECTOR Age: 60 Director since: 2017 | Other Current Public Company Directorships: •Armstrong World Industries, Inc. | Enerpac Board Committees: •Audit •Compensation, Chair Other Directorships within the Last Five Years: •NN, Inc. | | Mr. Holder currently serves as President and Chief Executive Officer of HZO, Inc., a provider of thin-film nanocoatings for electronics, a role that he has held since February 2021. Prior to HZO, he was President and Chief Executive Officer of NN, Inc., a publicly traded diversified industrial manufacturing company, from June 2013 to September 2019. Prior to joining NN, Inc., Mr. Holder held a variety of leadership positions during his twelve-year tenure at Eaton, where he last served as President of Eaton Electrical Components Group, a unit of Eaton’s Electrical sector. Prior to joining Eaton, he held leadership roles at US Airways, Allied Signal and Parker Hannifin and served in the U.S. Marine Corps. Mr. Holder also serves on the board of Armstrong World Industries, Inc., a publicly traded manufacturer and designer of ceiling systems for use in the construction and renovation of commercial and residential buildings in the Americas, and on the boards of several private companies. As a current and former chief executive officer and a seasoned executive with nearly 30 years of international experience across a diverse set of industries and disciplines, Mr. Holder brings to the Board a unique perspective from leading global public companies, along with extensive business, financial and industry experience. | | | |

  10. DIRECTOR CANDIDATE BIOGRAPHIES AND QUALIFICATIONS

    | | Lynn C. Minella Former Executive Vice President & Chief Human Resources Officer of Johnson Controls International plc INDEPENDENT DIRECTOR Age: 65 Director since: 2022 | Other Current Public Company Directorships: •None | Enerpac Board Committees: •Compensation •Governance and Sustainability Other Directorships within the Last Five Years: •None | | Ms. Minella is an accomplished human resources executive with more than 40 years of global experience across a diverse set of industries. She served as Executive Vice President and Chief Human Resources Officer of Johnson Controls International plc from June 2017 until her retirement in December 2021. Prior to joining Johnson Controls, she served as Group Human Resources Director at BAE Systems plc from June 2012 to June 2017. Prior to BAE Systems, she was with Air Products and Chemicals, Inc. from 2004 until 2012 where she was the Senior Vice President of Human Resources and Communications. Earlier in her career she also held a variety of human resources roles of increasing responsibility at International Business Machines Corporation. Ms. Minella has a Bachelor of Science degree in Industrial and Labor Relations from Cornell University. Ms. Minella brings extensive global experience in human resources management and human capital development across hardware and software development, services, and industrial and manufacturing organizations. Her experience includes talent acquisition and development, diversity and inclusion, compensation management, succession planning and onboarding executive talent. She brings a firm understanding of corporate governance matters based both on her prior experience as an executive officer of a public reporting company and as a director of an international FTSE public company. | | | |

  11. DIRECTOR CANDIDATE BIOGRAPHIES AND QUALIFICATIONS

    | | Sidney S. Simmons Corporate Attorney INDEPENDENT DIRECTOR Age: 65 Director since: 2018 | Other Current Public Company Directorships: •None | Enerpac Board Committees: •Audit •Governance and Sustainability Other Directorships within the Last Five Years: •None | | Mr. Simmons is a seasoned corporate and transactional attorney with over 40 years of experience. He provides legal counseling to a range of corporate clients, assisting them, with mergers and acquisitions, business planning and structuring, and negotiating and implementing complex business transactions, among other matters. He has a long history of volunteer service with various national and local organizations, some of which include serving as a chairman of the Audit Committee and as the Vice Chair of the Board of Directors of Catholic Charities USA and as Chairman of the Board of Directors of St. Vincent’s Health System, Inc., in Jacksonville, Florida. In addition to his deep and broad knowledge and his experience in executing commercial transactions, he brings experience in corporate governance and legal and regulatory compliance to the Board’s deliberations as well as experience in recruiting and retaining executive talent. | | | |

  12. DIRECTOR CANDIDATE BIOGRAPHIES AND QUALIFICATIONS

    | | Paul E. Sternlieb President and Chief Executive Officer, Enerpac Tool Group Corp. MANAGEMENT Age: 51 Director since: 2021 | Other Current Public Company Directorships: •Kennametal Inc. | Enerpac Board Committees: •None Other Directorships within the Last Five Years: •None | | Mr. Sternlieb was appointed President and Chief Executive Officer of the Company and a member of the Board effective October 2021. He joined Enerpac from John Bean Technologies Corporation (“JBT”), where he served since October 2017 as Executive Vice President and President of its Protein business. Prior to joining JBT, Mr. Sternlieb was Group President, Global Cooking in the Food Equipment Group at Illinois Tool Works Inc. from 2014 to 2017 and a Vice President and General Manager with Danaher Corporation from 2011 to 2014. Earlier in his career, he also held management roles with H.J. Heinz Company and was a consultant with McKinsey & Company. Mr. Sternlieb also serves on the board of directors of Kennametal Inc., an industrial technology company traded on the New York Stock Exchange. He holds an M.B.A. from, and was a Palmer Scholar at, the Wharton School and dual undergraduate degrees in Economics and Computer Science from the Jerome Fisher Program in Management & Technology at the University of Pennsylvania. Mr. Sternlieb brings extensive operational and international experience to the Company and Board and has an established record of using a systematic approach to delivering growth and margin expansion at industrial businesses. | | | |

  13. DIRECTOR CANDIDATE BIOGRAPHIES AND QUALIFICATIONS

    OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS VOTING “FOR” THE ELECTION OF EACH OF THE TEN NOMINEES.

  14. EXECUTIVE SUMMARY

    EXECUTIVE SUMMARY The Company is committed to developing and implementing an executive compensation program that directly aligns the interests of the NEOs with the long-term interests of shareholders. With this goal in mind, the Talent Development and Compensation Committee of the Board of Directors (referred to in this section of the Proxy Statement as the "Committee") has developed an executive compensation program that is designed to: •attract and retain highly experienced and committed executives who have the skills, education, business acumen and background to successfully lead an industrial company; •embrace our values, including for us to reflect the diversity of our communities, industry and customers; •motivate executives to demonstrate exceptional personal performance and consistently perform at or above expected levels during different business cycles; and •provide balanced incentives for the achievement of near-term and long-term objectives, without incentivizing executives to take excessive risk. The Company’s executive compensation program for fiscal 2023 was designed, and the performance measures for incentive compensation awards made in fiscal 2023 were established, while the Company was in the early stages in its global transformation and facing economic uncertainty globally. In fiscal 2023, we began to see the results of the transformation and added to the momentum of fiscal 2022’s strong financial results across the board. Revenues grew 5% in fiscal 2023, with core sales—which exclude the impact of foreign exchange and dispositions—increasing at a greater rate. Within the Industrial Tools and Service segment, three of our four geographic regions—Americas, Asia Pacific, and ESSAI (which included Europe, sub-Saharan Africa, and India)—generated double-digit revenue growth in fiscal 2023. Our results for fiscal 2023 exceeded our expectations, with revenues, adjusted EBITDA and free cash flow—the measures framing our announced outlook for the fiscal year—each exceeding the top end of our guidance ranges announced at the beginning of the fiscal year, while also achieving adjusted EBITDA margin expansion. Due to these strong financial results, the annual bonuses earned by our current NEOs for fiscal 2023 were 186.2% of their respective target levels. Given the strong results, the Committee believes that the Company’s executive compensation programs are effectively linked to performance. Our executive compensation philosophy focuses on creating long-term value for shareholders, as well as driving key employee engagement and retention. In line with this philosophy, the Committee recommended, and the independent members of the Board approved, the grant of special equity awards to Mr. Sternlieb, effective August 30, 2023. Under Mr. Sternlieb’s direction and leadership, the Company has created meaningful shareholder value, significantly improved operational efficiency and productivity, expanded adjusted EBITDA, and built a strong foundation for profitable growth. The Committee recommended and the independent members of the Board approved these special equity awards to incentivize Mr. Sternlieb to continue to focus on growth and shareholder value creation, as well as to help retain him as the Company’s CEO, for the next several years. The special equity awards have an aggregate grant date fair value of approximately $4.5 million, with awards having one-third of that value vesting, subject to his continued employment, on the first, second and third anniversaries of the date of the award. The awards consist of a time-vesting restricted stock unit award, representing two-thirds of the aggregate grant date fair value, and a performance-vesting restricted stock unit award representing one-third of the aggregate grant date fair value. The restricted stock units vest in equal annual installments on the first and second anniversaries of the date of grant and the Performance Shares vest on the third anniversary of the date of grant and are payable based on achievement of net revenue and adjusted EBITDA margin targets for the fiscal year ending August 31, 2026. These awards are described in greater detail below under “Special Equity Awards to CEO” beginning on page 26. The Committee remains committed to linking executive compensation to performance metrics that align the interests of the NEOs with the long-term interests of shareholders. By recruiting talented and experienced executive officers to join the Company and providing them with compensation that incentivizes both retention and driving Company performance, the Committee is focused on improving shareholder value.

  15. SHAREHOLDER INPUT ON EXECUTIVE COMPENSATION PROGRAM

    | What the Company Does | What the Company Does Not Do | | • Uses performance metrics to align pay with performance | • Offer gross-ups of related excise taxes on executive severance agreements | | • Caps payouts under our annual cash bonus plan and performance share plans | • Otherwise provide tax gross-ups in the event of a change in control | | • Grants at least 50% of target annual equity awards as performance-based awards | • Pay dividends on unearned and unvested performance shares | | • Has robust stock ownership guidelines for our CEO and other current NEOs | • Pay dividends on unvested restricted stock units | | • Applies clawback provisions to annual cash bonus and equity awards for executives in case of financial restatements | • Reprice stock options | | • Engages an independent compensation consultant that reports to the Committee | | | • Prohibits short sales, hedging or pledging of our stock by our executive officers and directors | |

  16. Role of Compensation Consultant

    Role of Compensation Consultant The Committee has the authority to engage the services of outside advisors, experts and others to assist in performing its responsibilities. The Committee utilized the services of Mercer, LLC (“Mercer”) as its independent compensation consultant in designing the executive compensation program for fiscal 2023. Mercer assisted the Committee by evaluating executive compensation, analyzing pay alignment with financial and stock performance, providing general compensation trends and competitive market data and benchmarking, and participating in the design and implementation of certain elements of the executive compensation program. Mercer did not make specific recommendations on individual compensation amounts for the executive officers or independent directors, nor did it determine the amount or form of executive and director compensation. In selecting Mercer as the Committee’s compensation consultant, the Committee considered its independence by taking into account the factors prescribed by the NYSE listing rules. In its role as the Committee’s independent compensation advisor, Mercer provided written confirmation of its independence and the existence of any potential conflicts of interest. The Committee also reviewed the respective policies and procedures that Mercer maintains to prevent conflicts of interest, evaluated whether there are personal or business relationships between Mercer and members of the Committee, and validated that employees of Mercer who perform consulting services do not own the Company’s common stock. Based on this evaluation, the Committee determined that no conflict of interest exists with respect to Mercer.

  17. ASSESSING COMPETITIVE COMPENSATION PRACTICES

    ASSESSING COMPETITIVE COMPENSATION PRACTICES The Committee reviews general industry survey data as well as compensation practices for certain publicly traded U.S. companies with which the Company considers it competes for executive talent (the “Peer Group”). In evaluating compensation decisions for fiscal 2023, it used executive compensation and incentive-plan-design data compiled by Mercer for the Peer Group and other relevant companies to assess the reasonableness and appropriateness of both pay levels and design of compensation programs. The companies in the Peer Group at the commencement of fiscal 2023 are as follows:

  18. ASSESSING COMPETITIVE COMPENSATION PRACTICES

    | Badger Meter, Inc. | EnPro Industries Inc. | Proto Labs, Inc. | Thermon Group Holdings, Inc. | | Barnes Group Inc. | ESCO Technologies Inc. | RBC Bearings Incorporated | TriMas Corporation | | Brady Corporation | Helios Technologies, Inc. | SPX FLOW, Inc. | | | Circor International, Inc. | Kadant Inc. | Standex International Corporation | | | Columbus McKinnon Corporation | Lindsay Corporation | The Gorman-Rupp Company | |

  19. ASSESSING COMPETITIVE COMPENSATION PRACTICES

    In July 2023, the Committee adjusted the Peer Group by removing Circor International, Inc., SPX FLOW, Inc. and The Gorman-Rupp Company and adding Franklin Electric Co., Inc., Mueller Water Products, Inc. and Tennant Company. These adjustments were made in response to SPX FLOW, Inc. ceasing to be a publicly traded company, Circor International, Inc. entering into an agreement to be acquired and the dissimilarity of the executive compensation structure at The Gorman-Rupp Company, which did not provide for a substantial incentive compensation component. In addition, Franklin Electric Co., Inc., Mueller Water Products, Inc. and Tennant Company were included in the peer group for the Company that was selected by one or more of the institutional proxy advisory firms in its evaluation of the Company’s compensation practices. The expected 2023 revenues of the revised peer group range from $2.1 billion to $441 million, with a median of $910 million, with market capitalizations at that time ranging from $5.0 billion to $834 million, with a median of $2.6 billion.

  20. TARGET LEVEL COMPENSATION DETERMINATION

    TARGET LEVEL COMPENSATION DETERMINATION To determine NEO compensation, the Committee considers factors such as the level of responsibility, skills and experience required by the position, the executive’s qualifications, the Company’s ability to replace the individual, the overall competitive environment, current and historical compensation levels, performance in the role, length of service, the Committee’s view of internal equity and consistency and other considerations it may feel are relevant. In analyzing these factors, the Committee reviews competitive compensation data and generally targets the 50th percentile for Total Direct Compensation (base salary, annual cash bonus and equity awards), but the Committee retains discretion to consider factors such as individual performance, tenure, experience and responsibility to ensure an executive’s compensation is competitively positioned. In some cases, individual components of compensation may be above the 50th percentile in order to emphasize a particular element or if individual circumstances dictate, but the total compensation package is designed to be market competitive and generally to align with Peer Group practices. As noted above, in fiscal 2023, Mr. Sternlieb received special equity awards having an aggregate grant date fair value of approximately $4.5 million (vesting as to one-third of the award on each of the first, second and third anniversaries of the grant date), which increased his Total Direct Compensation above the 50th percentile typically targeted by the Committee. The Committee recommended and the independent members of the Board approved these special equity awards to incentivize Mr. Sternlieb to continue the focus on growth and shareholder value creation, as well as to help retain him as the Company’s CEO, for the next several years.

  21. COMPONENTS OF EXECUTIVE COMPENSATION

    COMPONENTS OF EXECUTIVE COMPENSATION We seek to pay the Company’s executives fairly and competitively and to link pay with performance. The main elements of executive compensation are base salary, a short-term incentive in the form of an annual bonus, and long-term equity incentive awards. The Company emphasizes compensation opportunities that reward executives when they deliver targeted financial results. A significant portion of executive compensation is equity-based. In fiscal 2023, annual equity incentive awards granted to the NEOs were in the form of time-vesting restricted stock units (“restricted stock units”) and performance-based restricted stock units (“Performance Shares”). Additionally, special awards of restricted stock units and Performance Shares were awarded to Mr. Sternlieb. Incentive compensation at target (annual bonus and equity awards) accounted for approximately 91% of Mr. Sternlieb’s Total Direct Compensation opportunity during fiscal 2023 and approximately 56% of the average Total Direct Compensation opportunity of the other NEOs who served as officers on August 31, 2023. The following chart illustrates the allocation of the Total Direct Compensation at target for these officers of base salary, annual bonus, annual equity awards and for the CEO, special equity awards granted as restricted stock units and Performance Shares. In connection with her departure, Ms. Bolens received benefits under the Company’s Senior Officer Severance Plan, which is described beginning on page 36. The NEOs also receive certain perquisites and participate in certain retirement, health and welfare plans.

  22. Annual Bonus

    Annual Bonus Our NEOs, along with other leaders and substantially all U.S. employees, have an opportunity to earn an annual cash bonus based on achievement of certain performance objectives. The four performance metrics implemented within the fiscal 2023 annual bonus plan are Core Sales Growth, Adjusted EBITDA, Adjusted EBITDA Margin and Free Cash Flow Conversion. The diagram below illustrates the fiscal 2023 bonus plan design for the NEOs. Annual bonus opportunity percentages vary by NEO and are determined based on their scope of duties and responsibilities as well as market and peer group data. Annual cash bonus achievement can range from 0% to 200% of the target annual bonus based on actual performance. The annual bonus payment is calculated for the NEOs based on the actual base salary paid during the fiscal year ended August 31, 2023 and, accordingly, reflects pro ration from the respective annual base salary rates as they were adjusted during the fiscal year. The following table summarizes the fiscal 2023 annual cash bonus opportunity granted to the NEOs and the weighting of the components of the annual bonus as a percentage of the target annual cash bonus opportunity.

  23. Annual Bonus

    | | Annual Bonus Opportunity as a % of Base Salary | | | Weighting of Components of Target Annual Bonus | | | | | NEO | Threshold | Target | Maximum | Core Sales Growth | Adjusted EBITDA | Adjusted EBITDA Margin | Free Cash Flow Conversion | | Paul E. Sternlieb | 0 | 100% | 200% | 25% | 25% | 25% | 25% | | Anthony P. Colucci | 0% | 70% | 140% | 25% | 25% | 25% | 25% | | Benjamin J. Topercer | 0% | 50% | 100% | 25% | 25% | 25% | 25% | | James P. Denis | 0% | 45% | 90% | 25% | 25% | 25% | 25% | | Markus Limberger | 0% | 45% | 90% | 25% | 25% | 25% | 25% | | Barbara G. Bolens | 0% | 60% | 120% | 25% | 25% | 25% | 25% |

  24. Annual Bonus

    The fiscal 2023 annual bonus was designed to be earned based on performance against approved Core Sales Growth, Adjusted EBITDA, Adjusted EBITDA Margin and Free Cash Flow Conversion scales. These metrics align closely to our strategy and shareholder expectations with a focus on profitable growth. The scales were established by the Committee in the first quarter of the fiscal year, considering financial plans, market conditions, year-over-year performance, non-recurring projects, and the general economic environment. These financial measures can be impacted by a variety of non-recurring or extraordinary items (e.g., business restructuring) and actual results may be adjusted for these items if not contemplated in the target setting process. Adjustments to the annual bonus financial results, if any, are reviewed and approved by the Committee. Following the completion of a fiscal year, the Committee approves annual bonus payouts based on the extent to which targets were achieved. Fiscal 2023 annual bonus achievement is shown below:

  25. Annual Bonus

    | | Fiscal 2023 Bonus Scale | | | | Fiscal 2023 Bonus Achievement | | | (dollars in millions) | Threshold 0% | 50% | Target 100% | Maximum 200% | Result | Bonus Payout % of Target | | Core Sales (1) | -3.1% | 0.1% | 3.2% | 9.7% | 7.7% | 39.7% | | Adjusted EBITDA (2) | $94.0 | $111.0 | $128.0 | $156.4 | $153.0 | 47.1% | | Adjusted EBITDA Margin (3) | 16.7% | 19.5% | 22.3% | 25.6% | 25.5% | 49.3% | | Free Cash Flow Conversion (4) | 80.0% | 83.0% | 86.0% | 95.0% | 116.6% | 50.0% |

  26. Annual Bonus

    (1) Core Sales represents the net sales change between years excluding the impact of acquisitions, divestitures and foreign currency rate changes. (2) Adjusted EBITDA is the Company’s earnings before interest, income tax, depreciation and amortization expenses, adjusted by adding selected expenses that the Committee believes do not reflect normal operating conditions and subtracting certain selected income items that the Committee believes do not reflect normal operating conditions. Adjusted EBITDA is calculated in a manner consistent with adjusted EBITDA as presented by the Company in its quarterly and annual earnings announcements, with additional adjustments to exclude annual incentive compensation expense and for certain items selected by the Committee that it believes do not reflect normal operating conditions. (3) Adjusted EBITDA Margin is adjusted EBITDA as defined above divided by net sales. (4) Free Cash Flow Conversion is cash flow from operations for a period reduced by capital expenditures and increased by the proceeds from the sale of property, plant and equipment and with certain other adjustments, with the total divided by adjusted net income (net income adjusted for certain items selected by the Committee that it believes do not reflect normal operating conditions). The blended result of the achievement outcomes above is a bonus payout of 186.2% of target. The following table sets forth for each NEO the total amount of payouts of annual bonus for fiscal 2023:

  27. Annual Bonus

    | NEO | Annual Bonus Payout for Fiscal 2023 ($) | | Paul E. Sternlieb | 1,466,325 | | Anthony P. Colucci | 650,071 | | Benjamin J. Topercer | 353,780 | | James P. Denis | 268,128 | | Markus Limberger | 340,606 | | Barbara G. Bolens | — |

  28. Signing Bonus

    Signing Bonus As an inducement to Mr. Limberger to leave his prior employment and join the Company on September 1, 2022, the Company paid him a cash bonus of €300,000 upon the commencement of his employment. The signing bonus was structured to compensate Mr. Limberger for compensation that would have otherwise been payable by his former employer, while providing a retention incentive in the form of an agreement to repay the full amount of the signing bonus in the event he voluntarily terminates his employment with the Company (other than for good reason) or the Company terminates his employment for cause within the first year of his employment and 50% of his signing bonus if he voluntarily terminates his employment (other than for good reason) or the Company terminates his employment for cause during the second year of his employment. Mr. Limberger voluntarily ceased serving as Executive Vice President, Operations and as an employee at the end of November 30, 2023. In light of this development, Mr. Limberger repaid one-half of his signing bonus. Accordingly, only one-half of Mr. Limberger’s signing bonus is included as compensation for fiscal 2023 in the Summary Compensation Table appearing on page 31 in the “Bonus” column.

  29. Equity Compensation

    Equity Compensation A significant portion of each NEO’s Total Direct Compensation is in the form of equity compensation to create a strong alignment with shareholders. If the Company’s stock price declines, so does the value of the NEOs’ compensation, and vice versa. For the NEOs, the Committee approves an annual target award value for each NEO based on the independent compensation consultant’s benchmarking data and other applicable factors, such as internal equity and individual contributions. In fiscal 2023, the Committee allocated 50% of the annual equity awards to its NEOs as Performance Shares and 50% as restricted stock units, except for Mr. Sternlieb, whose annual equity awards were allocated as 60% Performance Shares and 40% restricted stock units. In fiscal 2021, as a result of the uncertainties with respect to the COVID-19 pandemic’s impact on the general economy and the markets served by the Company, the sole performance measure used for the Performance Shares awarded that year was the Company’s Total Shareholder Return relative to the S&P 600 SmallCap Industrial Index (approximately 90 companies) (“relative TSR”). For Performance Shares awarded in the fiscal year ended August 31, 2022 (“fiscal 2022”), the Committee selected both relative TSR and Return on Invested Capital (“ROIC”) as equally weighted performance measures, including ROIC to ensure that strategic objectives reflected by that metric were measured and incentivized. For fiscal 2023, the Committee selected relative TSR, ROIC and adjusted Earnings Per Share as equally weighted performance measures for Performance Share awards. The Committee added adjusted Earnings Per Share as a performance metric in fiscal 2023, to align with the Company’s goal of earnings growth and shareholder value creation. The Company defines these metrics as follows: •ROIC is adjusted EBITDA, calculated in a manner consistent with adjusted EBITDA as presented by the Company in its quarterly and annual earnings announcements, with adjustments for certain items selected by the Committee that it believes do not reflect normal operating conditions, divided by the sum of Shareholder’s Equity and net debt, with net debt defined as the total of long-term and current debt less cash. •Adjusted Earnings Per Share is calculated in a manner consistent with adjusted diluted earnings per share from continuing operations as presented by the Company in its quarterly and annual earnings announcements, with adjustments for certain items selected by the Committee that it believes do not reflect normal operating conditions. The following describes each type of annual award: Performance Based Restricted Stock Units (“Performance Shares”) The annual Performance Share awards have a three-year performance period, with vesting based on the achievement of specified performance metrics. New three-year performance cycles start annually with grants generally near the beginning of each fiscal year. Awards made in fiscal 2023 provided for vesting based on achievement of a Return on Invested Capital target, the Company’s relative TSR, and adjusted Earnings Per Share as equally weighted performance measures. Return on Invested Capital is an important measure in determining how well the Company deploys capital. Relative TSR aligns the interests of shareholders and executives and is a measure of the Company’s performance relative to its peers rather than a measure of absolute performance. Adjusted Earnings Per Share aligns well with the Company's goal of earnings growth and shareholder value creation. With respect to relative TSR, the targets and vesting scale for Performance Shares granted in fiscal 2023 were as follows (with performance between these levels resulting in vesting based on straight-line interpolation):

  30. Equity Compensation

    | Measure | Threshold | Target | Maximum | | Vesting Scale (as a percentage of Target) | 50% | 100% | 200% | | Relative TSR Percentile | 25th | 50th | 75th |

  31. Equity Compensation

    The threshold, target and maximum levels with respect to the Return on Invested Capital and adjusted Earnings Per Share measures are not presented as such information is confidential and competitively sensitive. In setting these levels, the Committee considered achievement of the target level to be a stretch goal. Payout of shares under the Performance Shares is subject to continued employment, except in the event that employment is terminated as a result of death, disability, a qualifying retirement or is a qualifying termination under the Company’s Senior Officer Severance Plan, in which case the number of shares to be paid out is to be prorated based on the period served during the performance period relative to the full performance period. For the annual Performance Shares awarded in fiscal 2023, the payout with respect to the relative TSR component is capped at 100% of the target amount if the Company’s absolute total shareholder return for the three-year measurement period is negative. Shares to be issued to Ms. Bolens under the Performance Shares awarded in fiscal 2023 will be reduced pro rata to reflect the term of her employment during the three-year period ending August 31, 2025. The Performance Shares awarded to Mr. Limberger in fiscal 2023 were forfeited upon his departure. The following table summarizes the number of shares that would be issued at the threshold, target and maximum levels for the annual fiscal 2023 Performance Share grants made to the NEOs.

  32. Equity Compensation

    | | Fiscal 2023 Performance Shares Grants | | | | NEO | Threshold | Target | Maximum | | Paul E. Sternlieb* | 30,365 | 60,729 | 121,458 | | Anthony P. Colucci | 4,808 | 9,616 | 19,232 | | Benjamin J. Topercer | 2,784 | 5,567 | 11,134 | | James P. Denis | 1,772 | 3,543 | 7,086 | | Markus Limberger** | 1,772 | 3,543 | 7,086 | | Barbara G. Bolens*** | 519 | 1,038 | 2,076 |

  33. Equity Compensation

    * Does not include the Performance Shares awarded to Mr. Sternlieb on August 30, 2023, which are discussed below under “Special Equity Awards to CEO.” ** The amounts presented for Mr. Limberger do not reflect the forfeiture of his unvested Performance Share awards in connection with his departure. *** The amounts presented for Ms. Bolens reflect the pro ration of her Performance Share awards for her period of service during the three-year period ending August 31, 2025. As a result of the uncertainties with respect to the COVID-19 pandemic’s impact on the general economy and the markets served by the Company, the sole performance measure used for Performance Share awards granted in the fiscal year ended August 31, 2021 (“fiscal 2021”) for the three-year performance period ended August 31, 2023 was the Company’s relative TSR. All of the NEOs, other than Ms. Bolens, joined the Company or were promoted to an executive officer position after the Performance Share awards were granted in fiscal 2021 and thus did not receive Performance Shares for the three-year period ended August 31, 2023; only Ms. Bolens received such a Performance Share award. The target and vesting scale for these Performance Shares, and the vesting level achieved, are shown in the following tables:

  34. Equity Compensation

    | | Threshold (50%) | Target (100%) | Maximum (150%) | Actual Performance | Vesting for Actual Performance | | Relative TSR Percentile | 25th | 50th | 75th | 40.6% | 81.2% |

  35. Equity Compensation

    As a result of these performance levels, shares paid out upon the vesting of the Performance Shares were at 81.2% of the target award opportunity level, with Ms. Bolens receiving 3,937 shares, with the shares issued to Ms. Bolens being reduced pro rata to reflect the term of her employment during the three-year period ended August 31, 2023. Restricted Stock Units The annual restricted stock units granted to officers in fiscal 2023 generally vest, subject to continued employment, in equal annual installments over a three-year period. Accordingly, such awards serve as a retention incentive, as unvested awards are forfeited if the executive voluntarily leaves the Company. The Committee has the ability to vary the vesting schedule for new grants. Individuals granted restricted stock units have the ability to defer receipt and taxability of the shares beyond their normal vesting dates into the Company’s deferred compensation plan by providing written notice to the Company in accordance with the deferred compensation plan. In addition, in the event of termination of employment due to death, the restricted stock units become fully vested, and upon termination of employment due to disability some or all of the restricted stock units may vest as determined by the Committee in its discretion. In fiscal 2023, the Committee granted annual awards of restricted stock units to executive officers in October. In prior fiscal years, annual restricted stock units were awarded approximately the same date as the annual meeting of shareholders (typically held in January or February). The Committee changed its practice in fiscal 2023 to make annual restricted stock unit awards on the same date that Performance Shares are granted and when other annual compensation decisions are generally made, which has consistently been in October. In addition, Mr. Limberger was granted restricted stock units having a grant date fair value of $171,923 upon the date he commenced employment (September 1, 2022) as an inducement to him to join the Company, as he left an existing position with another firm and forfeited equity awards with his prior employer as a consequence of accepting his position with the Company. These additional restricted stock units awarded to Mr. Limberger vested on September 1, 2023. The following table summarizes the number of restricted stock units and the grant date fair value of restricted stock unit awards (based on the market price of the shares on the grant date) made to each NEO during fiscal 2023 as part of the annual award program (and the initial award to Mr. Limberger).

  36. Equity Compensation

    | | Restricted Stock Unit Awards | | | NEO | Number of Shares (#) | Grant Date Fair Value ($) | | Paul E. Sternlieb* | 40,486 | 1,000,004 | | Anthony P. Colucci | 9,615 | 237,491 | | Benjamin J. Topercer | 5,567 | 137,505 | | James P. Denis | 3,543 | 87,512 | | Markus Limberger** | 12,488 | 259,435 | | Barbara G. Bolens | 5,364 | 132,491 |

  37. Equity Compensation

    * Does not include the restricted stock units awarded to Mr. Sternlieb on August 30, 2023, which are discussed below under “Special Equity Awards to CEO.” ** The amounts presented for Mr. Limberger include the inducement award of 8,945 restricted stock units, having a grant date fair value of $171,923, awarded to him in connection with the commencement of his employment, which award vested on September 1, 2023, and do not reflect the forfeiture of unvested restricted stock units in connection with his departure.

  38. Special Equity Awards to CEO

    Special Equity Awards to CEO Effective on August 30, 2023, Mr. Sternlieb was granted special equity awards of Performance Shares and restricted stock units. The Committee recommended and the independent members of the Board approved these special equity awards because they believe these awards will incentivize Mr. Sternlieb to continue to focus on growth and shareholder value creation, as well as to help retain him as the Company’s CEO, for the next several years. The special equity awards have an aggregate grant date fair value of approximately $4.5 million, with awards having one-third of that value vesting, subject to his continued employment, on the first, second and third anniversaries of the date of the award. The awards consist of a time-vesting restricted stock unit award, representing two-thirds of the aggregate grant date fair value, and a performance-vesting restricted stock unit award representing one-third of the aggregate grant date fair value. The Performance Shares vest, subject to continued employment, on the third anniversary of the date of grant and are payable based on achievement of net revenue and adjusted EBITDA margin targets for the fiscal year ending August 31, 2026. “Net revenue” is defined as total revenue for the period less allowances for discounts and returns and “adjusted EBITDA margin” is calculated by dividing adjusted EBITDA for the period (calculated in a manner consistent with adjusted EBITDA as presented by the Company in its quarterly and annual earnings announcements, and without any additional adjustments as may be determined by the Committee under the annual bonus plan) divided by net revenue for the period. The number of shares to be earned under the Performance Shares is based on the level of net revenue for the fiscal year ending August 31, 2026, with 50% of the target amount of shares being earned at a threshold specified level, 100% of the target level of shares at the target specified level, and 200% of the target level of shares at the specified maximum level (with performance between these specified levels resulting in the payout of shares based on straight-line interpolation), provided that no shares will be earned if the adjusted EBITDA margin for that fiscal year is below a specified minimum level. The threshold, target and maximum levels with respect to net revenue and the minimum adjusted EBITDA margin are not presented, as such information is confidential and competitively sensitive. In setting these levels, the Committee and the Board considered achievement of the target level of net revenue and minimum adjusted EBITDA margin to be stretch goals. The shares that would be paid out under the Performance Shares at the threshold, target and maximum levels of net revenue performance, assuming satisfaction of the minimum adjusted EBITDA margin, are 27,808, 55,617 and 111,234, respectively. The Performance Shares have a grant date fair value at target of $1,500,000. Payout of shares under the Performance Shares is subject to Mr. Sternlieb’s continued employment, except in the event that employment is terminated as a result of death or disability, or is a qualifying termination under the Company’s Senior Officer Severance Plan, in which case the number of shares to be paid out is to be prorated based on the period served since the date of grant relative to the full period from the date of grant until determination of the performance levels for the performance period. The restricted stock units are for a total of 111,234 shares, which vest, subject to continued employment, in two equal annual installments commencing on the first anniversary of the date of grant, and have a grant date fair value of $2,999,981. In the event of Mr. Sternlieb’s death, the restricted stock units would become fully vested, and upon termination of his employment due to disability some or all of the restricted stock units may vest as determined by the Committee in its discretion. Under Mr. Sternlieb’s direction and leadership, the Company has created meaningful shareholder value, significantly improved operational efficiency and productivity, expanded adjusted EBITDA, and built a strong foundation for profitable growth. As illustrated by the following graph, since Mr. Sternlieb joined Enerpac as our CEO and President on October 8, 2021 through the most recent fiscal year end, August 31, 2023, the TSR with respect to our Class A Common Stock was 27.4% compared to the TSR of 12.9% of the S&P 600 SmallCap Industrial Index for the same period.

  39. Practices Regarding the Grant of Equity Compensation

    Practices Regarding the Grant of Equity Compensation The Committee has generally followed a practice of making annual grants of restricted stock unit awards to its NEOs on a single date each year, when all material information is publicly available. While awards to NEOs have historically been made as part of the Company’s annual grant program, the Committee occasionally also makes awards to NEOs or other employees at other times, such as in connection with hiring, promotions or for retention purposes. In fiscal 2023, the Committee granted Performance Share awards and restricted stock unit awards in October 2023, when it makes its general annual executive compensation decisions.

  40. Severance Payments

    Severance Payments In connection with their respective termination of employment, Ms. Bolens received benefits under the Company’s Senior Officer Severance Plan, which is described in “Executive Compensation—Senior Officer Severance Plan and Executive Agreements—Senior Officer Severance Plan,” beginning on page 36. To be eligible to receive these benefits, Ms. Bolens provided a general release of claims in favor of the Company.

  41. Retirement and Other Benefits

    401(k) Retirement Plan (“401(k) Plan”) Under the Company’s 401(k) Plan, most employees, including NEOs, may contribute eligible compensation up to IRS limits. Historically, the Company has provided a matching contribution of $0.50 for every $1 on employee elective contributions, up to 8% of eligible pay, with immediate vesting. In May 2020, the Company temporarily suspended the matching contributions under the 401(k) Plan as part of company-wide cost savings actions implemented to mitigate the adverse financial impact of the COVID-19 pandemic. The matching contributions were reinstated in January 2021 on terms consistent with the Company’s historical practice. Although the 401(k) Plan permits the Company to make annual, discretionary contributions of up to 3% of eligible pay that would be fully vested after three years of service, the Company has not made any such contributions for several years. Supplemental Executive Retirement Plan (“SERP”) The SERP covers certain executive level employees (including the NEOs) and is designed to improve the competitive positioning of the Company's retirement programs, reward long-service employees and support executive retention and recruiting efforts. The SERP is a nonqualified defined contribution plan and the benefit is calculated by applying a SERP multiplier to total eligible compensation in a given year (base salary plus annual paid bonus). The SERP multiplier ranges from 3 to 6% and is determined by a formula that takes into account the executive’s age and years of service. SERP contributions are credited to a notional interest bearing account and vest after five years of service or when the executive turns 60. The targeted combined annual NEO retirement contribution between the SERP and 401(k) Plan is approximately 7 to 10.5% of cash compensation, depending on age and years of service. Each year the Committee determines the interest rate for new SERP contributions and set the rate for fiscal 2023 deferrals at 4%. Employee Deferred Compensation Plan The Company also offers a deferred compensation plan that allows U.S. employees with base salary over $120,000 to defer cash compensation, shares issuable under restricted stock unit and Performance Share awards, and associated taxes until retirement or termination of employment or, subject to certain limitations, an earlier specified date. Investments include a mix of options similar to the 401(k) Plan, a company stock account (although the plan was amended during the fiscal year ended August 31, 2019 to no longer permit investment contributions other than the deferral of restricted stock units to be made into the company stock account) and, for deferrals made prior to December 1, 2019, an interest bearing account. As a result of the unfunded nature of the plan, compensation deferrals are essentially unsecured loans from employees to the Company. The stock account return mirrors the performance of the Company’s stock price. Shares of common stock equal to the number of vested shares are transferred by the Company into a rabbi trust. When distributed, deferred amounts invested in the interest and investment accounts are paid out in cash while an appropriate number of shares of common stock (plus accrued dividends) is released from the rabbi trust to satisfy common stock fund distributions. Contributions into the deferred compensation plan may reduce the ability to participate fully in the 401(k) Plan. The same matching formula is used for deferrals in the deferred compensation plan as the 401(k) Plan. Other Benefits Other perquisites are provided to help executives be more productive and efficient, to provide protection from potential business risk and as a competitive compensation measure. They are limited in amount, and the Company maintains a strict policy regarding the eligibility and use of these benefits, which include financial planning and personal use of the company airplane. Annual NEO personal use of the plane (which is reviewed by the Committee at least annually) is capped at 24 hours of flight time for the CEO and 12 hours for all other NEOs. The other benefits earned by our NEOs in fiscal 2023 are included in the “All Other” Compensation” column of the Summary Compensation Table appearing on page 31, with details provided in footnote 5 to that table.

  42. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table sets forth the total compensation applicable to the fiscal years ended August 31, 2023, 2022 and 2021 by the NEOs:

  43. SUMMARY COMPENSATION TABLE

    | | | Salary | Bonus | Stock Awards | Non-Equity Incentive Plan Compensation | Change in Pension Value and Non-qualified Deferred Compensation Earnings | All Other Compensation | Total | | Name & Principal Position | Year | ($) | ($)(1) | ($)(2)(3) | ($)(4) | ($)(5) | ($)(6) | ($) | | Paul E. Sternlieb(7) | 2023 | 774,519 | — | 6,999,985 | 1,466,325 | — | 367,677 | 9,608,505 | | President and Chief Executive Officer | 2022 | 666,346 | 977,500 | 5,057,747 | — | — | 211,675 | 6,913,268 | | Anthony P. Colucci(8) | 2023 | 490,529 | — | 475,015 | 650,071 | — | 56,309 | 1,672,924 | | Executive Vice President and Chief Financial Officer | 2022 | 118,750 | 245,000 | 120,009 | 13,555 | — | 12,571 | 509,885 | | Benjamin J. Topercer(9) | 2023 | 358,635 | — | 275,005 | 353,780 | — | 60,689 | 1,048,109 | | Executive Vice President of Chief Human Resources Officer | 2022 | 183,077 | 185,000 | 812,501 | 18,034 | — | 47,033 | 1,245,645 | | James P. Denis (10) | 2023 | 315,769 | — | 175,012 | 268,128 | — | 55,141 | 814,050 | | Executive Vice President, General Counsel, Secretary and Chief Compliance Counsel | | | | | | | | | | Markus Limberger(11) | 2023 | 406,650 | 162,660 | 346,935 | 340,606 | — | — | 1,256,851 | | Former Executive Vice President, Operations | | | | | | | | | | Barbara G. Bolens(12) | 2023 | 202,682 | — | 265,016 | — | — | 597,395 | 1,065,093 | | Former Executive Vice President and Chief Strategy Officer | 2022 | 329,642 | — | 524,398 | 31,968 | — | 87,559 | 973,567 | | | 2021 | 311,827 | — | 337,584 | 46,774 | 280 | 81,175 | 777,640 |

  44. SUMMARY COMPENSATION TABLE

    (1) In fiscal 2023, in connection with the commencement of his employment, Mr. Limberger received a signing bonus of €300,000. In fiscal 2022, in connection with the commencement of their respective employment, Mr. Sternlieb, Mr. Colucci and Mr. Topercer received a signing bonus of $415,000, $245,000 and $185,000, respectively. Each of these executive officers is required to repay all or some of the signing bonus in the event he voluntarily terminates his employment with the Company before certain specified dates other than for good reason (and, in the case of Mr. Limberger, also if the Company terminates his employment for cause), with the amount of the required repayment being based on the length of service prior to departure. In connection with his resignation, Mr. Limberger has repaid one-half of his signing bonus in accordance with the terms of his agreement with the Company with respect to the recoupment of the signing bonus. Accordingly, one-half of Mr. Limberger’s signing bonus is included as compensation for fiscal 2023. Mr. Sternlieb’s initial employment arrangement provided that his annual bonus payment for fiscal 2022 would be no less than 75% of his annual base salary for that fiscal year. For fiscal 2022, the full amount of signing bonus received by Mr. Sternlieb, Mr. Colucci and Mr. Topercer and the guaranteed portion of Mr. Sternlieb’s annual bonus payment are reported as “Bonus” in this table. (2) Equity compensation awards granted in fiscal 2023 consisted of restricted stock units and Performance Shares. These equity awards are reported at a value, developed solely for purposes of disclosure in accordance with the rules and regulations of the SEC, equal to the “grant date fair value” thereof under ASC Topic 718 of the Financial Accounting Standards Board (“FASB”) for financial reporting purposes, except that the reported value does not reflect any adjustments for risk of forfeiture. The reported amounts for any award do not reflect any adjustments for restrictions on transferability. See Note 14 of the Notes to Consolidated Financial Statements included in our Form 10-K for the year ended August 31, 2023 for a discussion of the assumptions made in determining the grant date fair values in this column. For the Performance Shares, the amount reported is based on the number of shares issuable upon achievement of the target level of performance. As described on pages 25 and 26, the payout for Performance Share ranges from 0% to 200% of the target level based on the actual performance level achieved. Assuming maximum payouts for the Performance Shares at 200% of the target level, the amounts reported above for the restricted stock units and Performance Shares for fiscal 2023 would be as follows: Mr. Sternlieb, $9,999,985; Mr. Colucci, $712,515; Mr. Topercer, $412,505; Mr. Denis, $262,512; Mr. Limberger, $434,435; and Ms. Bolens, $397,516. All restricted stock units and Performance Share awards granted to Mr. Limberger that were unvested as of his November 30, 2023 departure from the Company were forfeited upon his departure. The amounts reported in the table for Mr. Limberger do not reflect the impact of such forfeiture. In accordance with the Company’s Senior Officer Severance Plan, Ms. Bolens’ Performance Shares are eligible to vest, notwithstanding her departure from the Company prior to the vesting date, on a pro rata basis based on the portion of the performance period during which she was employed with the Company. The amounts reported for fiscal 2023 do not reflect such pro rata reduction. (3) Stock awards to Mr. Sternlieb in fiscal 2023 include annual awards of restricted stock units and Performance Shares having grant date fair values of $1,000,004 and $1,500,000, respectively, and special awards of restricted stock units and Performance Shares granted on August 30, 2023 having grant date fair values of $2,999,981 and $1,500,000, respectively. The restricted stock units granted on August 30, 2023 vest in equal annual installments on the first and second anniversaries of the date of grant and the Performance Shares granted on August 30, 2023 vest based on achievement of net revenue and adjusted EBITDA margin targets for the fiscal year ending August 31, 2026. (4) Reflects amounts earned under the annual bonus plan, except that, for 2021, the amount does not reflect the value of restricted stock units awarded in connection with the Company’s annual bonus plan for the performance period for the first half of fiscal 2021, the value of which is included for fiscal 2021 under the column heading “Stock Awards.” Annual bonus plan amounts are paid in the first quarter of the subsequent fiscal year. (5) Reflects the portion of interest earned in the Employee Deferred Compensation Plan and Supplemental Executive Retirement Plan to the extent that it exceeds the SEC benchmark “market” rate of 2.09%, 4.12% and 5.36% in 2021, 2022 and 2023, respectively (120% of the applicable federal long-term rate). See page 28 for information on the Employee Deferred Compensation Plan, and page 35 for NEO activity in this plan. (6) For fiscal 2023, these amounts consist of the following:

  45. SUMMARY COMPENSATION TABLE

    | | 401(k) Core and Match | SERP (a) | Automobile Allowance | Supplemental Disability Insurance | Executive Physical | Personal Use of Company Plane (b) | Financial Planning (c) | Relocation Assistance and Benefits (d) | Separation/Severance Benefits (e) | Total | | Name | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | Paul E. Sternlieb | 11,250 | 53,423 | 21,301 | 3,594 | 4,000 | 46,075 | 6,300 | 221,734 | — | 367,677 | | Anthony P. Colucci | 11,250 | 20,127 | 16,200 | 2,782 | 5,950 | — | — | — | — | 56,309 | | Benjamin J. Topercer | 8,810 | 11,254 | 25,782 | 2,822 | 5,245 | — | 6,776 | — | — | 60,689 | | James P. Denis | 10,595 | 14,077 | 19,637 | 1,914 | — | 8,918 | — | — | — | 55,141 | | Markus Limberger | — | — | — | — | — | — | — | — | — | — | | Barbara G. Bolens | 4,481 | — | 12,930 | 884 | 4,295 | — | 7,987 | — | 566,818 | 597,395 |

  46. SUMMARY COMPENSATION TABLE

    (a) Represents Company contribution to the SERP plan as described on page 28. (b) The income for personal use of the Company plane was determined by calculating the incremental cost including fuel, pilot and other variable costs. (c) Amounts listed in this column include tax gross-up payments made to the applicable NEO with respect to such benefits. (d) Represents relocation assistance and benefits in accordance with the Company’s Executive Homeowner Policy. (e) Consists of severance payable under the Company’s Senior Officer Severance Plan, which plan is described beginning on page 36. Pursuant to the Company’s Senior Officer Severance Plan, Ms. Bolens received payment of a lump-sum payment equal to the sum of (1) one year’s base salary at her regular salary rate ($349,650), (2) the annual bonus that would have been payable to her under the Company’s annual bonus plan for the fiscal year in which her termination of employment occurred based on achievement of financial and other goals at “target” levels ($209,790), and (3) the portion of the monthly premium that the Company would normally pay for 12 months of medical, dental and vision coverage at the same level for such benefits immediately prior to the termination of employment (including dependent coverage, to the extent applicable) ($7,378). (7) Mr. Sternlieb was appointed President and Chief Executive Officer effective October 8, 2021. (8) Mr. Colucci was appointed Executive Vice President and Chief Financial Officer effective May 30, 2022. (9) Mr. Topercer was appointed the Company’s Executive Vice President and Chief Human Resource Officer effective February 14, 2022. (10) Mr. Denis was promoted to Executive Vice President, General Counsel and Secretary on September 23, 2022. Compensation Mr. Denis received in fiscal 2023 in his prior capacities with the Company is included in the amounts reported in the table. (11) Mr. Limberger joined the Company on September 1, 2022. Mr. Limberger voluntarily ceased serving as Executive Vice President, Operations and as an employee at the end of November 30, 2023. Mr. Limberger is based in Germany and salary, bonus and other cash payments to him are made in Euros. For presentation of his compensation in this table in fiscal 2023, we have translated the amount of payments made to him in Euros to a U.S. dollar amount based on the currency exchange rate on August 31, 2023 of $1.0844 for €1.00. (12) Ms. Bolens departed from the Company on April 1, 2023. Ms. Bolens received certain severance benefits under the Company’s Senior Officer Severance Plan, a description of which begins on page 36.

  47. GRANTS OF PLAN-BASED AWARDS

    GRANTS OF PLAN-BASED AWARDS The following table sets forth the equity compensation awards in fiscal 2023, as well as the potential range of payouts for fiscal 2023 under the annual cash bonus plan.

  48. GRANTS OF PLAN-BASED AWARDS

    | | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | | | All Other Stock Awards: Number of Shares or Units(3) | Grant Date Fair Value of Stock and Option Awards(4) | | | | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | Name | | ($) | ($) | ($) | (#) | (#) | (#) | (#) | ($) | | Paul E. Sternlieb | 10/24/2022 | — | — | — | 30,365 | 60,729 | 121,458 | — | 1,500,000 | | | 10/24/2022 | — | — | — | — | — | — | 40,486 | 1,000,004 | | | 8/30/2023 | — | — | — | 27,809 | 55,617 | 111,234 | — | 1,500,000 | | | 8/30/2023 | — | — | — | — | — | — | 111,234 | 2,999,981 | | | n/a | — | 787,500 | 1,575,000 | — | — | — | — | — | | Anthony P. Colucci | 10/24/2022 | — | — | — | 4,808 | 9,616 | 19,232 | — | 237,500 | | | 10/24/2022 | — | — | — | — | — | — | 9,616 | 237,515 | | | n/a | — | 349,125 | 698,250 | — | — | — | — | — | | Benjamin J. Topercer | 10/24/2022 | — | — | — | 2,784 | 5,567 | 11,134 | — | 137,500 | | | 10/24/2022 | — | — | — | — | — | — | 5,567 | 137,505 | | | n/a | — | 190,000 | 380,000 | — | — | — | — | — | | James P. Denis | 10/24/2022 | — | — | — | 1,772 | 3,543 | 7,086 | — | 87,500 | | | 10/24/2022 | — | — | — | — | — | — | 3,543 | 87,512 | | | n/a | — | 144,000 | 288,000 | — | — | — | — | — | | Markus Limberger(5) | 9/1/2023 | — | — | — | — | — | — | 8,945 | 171,923 | | | 10/24/2022 | — | — | — | 1,772 | 3,543 | 7,086 | — | 87,500 | | | 10/24/2022 | — | — | — | — | — | — | 3,543 | 87,512 | | | n/a | — | 182,993 | 365,985 | | | | | | | Barbara G. Bolens | 10/24/2022 | — | — | — | 2,683 | 5,365 | 10,730 | — | 132,500 | | | 10/24/2022 | — | — | — | — | — | — | 5,365 | 132,516 | | | n/a | — | 209,790 | 419,580 | — | — | — | — | — |

  49. GRANTS OF PLAN-BASED AWARDS

    (1) These columns show the range of cash payouts with respect to awards under the fiscal 2023 annual bonus plan described beginning on page 23. The actual bonuses earned under this plan are included in the Summary Compensation Table on page 31. (2) Reflects Performance Shares granted in fiscal 2023 under the Company’s 2017 Omnibus Incentive Plan, as amended (the “2017 Omnibus Incentive Plan”). Refer to “Equity Compensation—Performance Based Restricted Stock Units” beginning on page 25 and “Special Equity Awards to CEO” beginning on page 26 for further details on these awards. In accordance with the Company’s Senior Officer Severance Plan, Ms. Bolens Performance Shares are eligible to vest, notwithstanding her departure from the Company prior to the vesting date, on a pro rata basis based on the portion of the performance period during which Ms. Bolens was employed with the Company. The amounts reported do not reflect such pro rata reduction. (3) Reflects restricted stock units granted in fiscal 2023 under the 2017 Omnibus Incentive Plan. Each of the awards of restricted stock units vests in three equal annual installments, commencing on the first anniversary of the date of grant, except that the restricted stock awards granted to Mr. Sternlieb on October 30, 2023 vest in two equal annual installments, commencing on the first anniversary of the date of grant, and the restricted stock awards granted as an inducement award to Mr. Limberger on September 1, 2022 in connection with the commencement of his employment vested in full on September 1, 2023. Vesting of the restricted stock units is subject to continued employment through the vesting date. (4) The grant date fair value of restricted stock unit awards is based on the market price of the shares on the grant date (and in the case of the awards granted on January 15, 2023, which was not a trading day, is based on the market price of the shares at closing on the preceding trading day) and the grant date fair value of Performance Shares is based on a simulation model (Monte Carlo). See Note 14 of the Notes to Consolidated Financial Statements included in our Form 10-K for the year ended August 31, 2023 for a discussion of the assumptions made in determining the grant date fair values in this column. (5) All restricted stock units and Performance Share awards granted to Mr. Limberger that were unvested as of his November 30, 2023 departure from the Company were forfeited upon his departure.

  50. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END The following table summarizes the outstanding equity incentive plan awards held by each NEO at August 31, 2023.

  51. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Options (#) Exercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(2) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Paul E. Sternlieb | 10/8/2021 | — | — | — | 93,851 | 2,458,896(3) | — | — | | | 10/19/2021 | — | — | — | — | — | 58,011 | 1,519,888 | | | 1/25/2022 | — | — | — | 33,962 | 889,804(3) | — | — | | | 10/24/2022 | — | — | — | — | — | 101,215 | 2,651,833 | | | 10/24/2022 | — | — | — | 40,486 | 1,060,733(3) | — | — | | | 8/30/2023 | — | — | — | — | — | 55,617 | 1,457,165 | | | 8/30/2023 | — | — | — | 111,234 | 2,914,331(4) | — | — | | Anthony P. Colucci | 5/30/2022 | — | — | — | 3,937 | 103,149(3) | — | — | | | 10/24/2022 | — | — | — | — | — | 23,169 | 607,028 | | | 10/24/2022 | — | — | — | 9,616 | 251,939(3) | — | — | | Benjamin J. Topercer | 2/14/2022 | — | — | — | 31,788 | 832,846(3) | — | — | | | 10/24/2022 | — | — | — | — | — | 5,567 | 145,855 | | | 10/24/2022 | — | — | — | 5,567 | 145,855(3) | — | — | | James P. Denis | 1/19/2021 | — | — | — | 1,494 | 39,143(3) | — | — | | | 1/25/2022 | — | — | — | 2,246 | 58,845(3) | | | | | 10/24/2022 | — | — | — | — | — | 3,543 | 92,827 | | | 10/24/2022 | — | — | — | 3,543 | 92,827(3) | — | — | | Markus Limberger(6) | 9/1/2022 | — | — | — | 8,945 | 234,359(5) | — | — | | | 10/24/2022 | — | — | — | — | — | 3,543 | 92,827 | | | 10/24/2022 | — | — | — | 3,543 | 92,827(3) | — | — | | Barbara G. Bolens(7) | 10/27/2020 | — | — | — | — | — | — | — | | | 10/19/2021 | — | — | — | — | — | 3,504 | 91,805 | | | 10/24/2022 | — | — | — | — | — | 1,038 | 27,196 |

  52. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    (1) Market value of restricted stock unit awards and Performance Shares is based on the $26.20 closing price on the NYSE of the Company’s Class A common stock on August 31, 2023. (2) Represents awards of Performance Shares (at target) that include a three-year performance period (except for the Performance Shares awarded to Mr. Sternlieb on August 30, 2023) and vest based on achievement of performance measures subject to continued employment. Performance Shares granted in fiscal 2021 vest based solely on the Company’s TSR percentile relative to the S&P 600 SmallCap Industrial Index. Performance Shares awarded in fiscal 2022 vest based on achievement of an ROIC target and the Company’s TSR percentile relative to the S&P 600 SmallCap Industrial Index. Performance Shares granted in fiscal 2023, other than the award to Mr. Sternlieb on August 30, 2023, vest based on achievement of an ROIC target, the Company’s TSR percentile relative to the S&P 600 SmallCap Industrial Index, and adjusted Earnings Per Share. Grants of Performance Shares in fiscal 2021 are presented at the target level, grants of Performance Shares in fiscal 2022 are presented at the target level, and grants of Performance Shares in fiscal 2023, other than the Performance Shares awarded to Mr. Sternlieb on August 30, 2023, are presented at the target level. Subsequent to August 31, 2023 and the completion of the three-year performance period, the fiscal 2021 Performance Share grants (granted on October 27, 2020) vested at 81.2% of the target level. The Performance Shares awarded to Mr. Sternlieb on August 30, 2023 vest based on achievement of net revenue and adjusted EBITDA margin targets for the fiscal year ending August 31, 2026, subject to Mr. Sternlieb’s continued employment, and are presented at the target level. See “Equity Compensation—Performance Based Restricted Stock Units” beginning on page 25 and “Special Equity Awards to CEO” beginning on page 26 for additional details. (3) Restricted stock units vest in equal annual installments over a three-year period, subject to continued employment, commencing on the first anniversary of the date of grant. The amount presented reflects the remaining unvested balance. (4) Restricted stock units vest in equal annual installments over a two-year period, subject to continued employment, commencing on the first anniversary of the date of grant. (5) Restricted stock units vest in full one year after the date of grant, subject to continued employment. (6) All restricted stock units and Performance Share awards granted to Mr. Limberger that were unvested as of his November 30, 2023 departure from the Company were forfeited upon his departure. (7) In accordance with the Company’s Senior Officer Severance Plan, the Performance Share awards for Ms. Bolens reflect pro ration for the period of service prior to her departure relative to the three-year performance period.

  53. Severance Payments

    | Name | Base Salary ($) | Annual Bonus (1) ($) | Stock Awards (2) ($) | Benefits (3) ($) | Total ($) | | Paul E. Sternlieb | $2,354,625 | $2,354,625 | $11,892,101 | $— | $16,601,351 | | Anthony P. Colucci | 997,500 | 698,250 | 607,028 | 49,563 | 2,352,341 | | Benjamin J. Topercer | 760,000 | 380,000 | 1,124,609 | 43,037 | 2,307,646 | | James P. Denis | 640,000 | 288,000 | 340,967 | 43,037 | 1,312,004 |

  54. Change-in-Control Arrangements

    | Name | Base Salary ($) | Annual Bonus (1) ($) | Stock Awards (2) ($) | Benefits (3) ($) | Total ($) | | Paul E. Sternlieb | 2,354,625 | 2,354,625 | 11,892,101 | — | 16,601,351 | | Anthony P. Colucci | 997,500 | 698,250 | 607,028 | 49,563 | 2,352,341 | | Benjamin J. Topercer | 760,000 | 380,000 | 1,124,609 | 43,037 | 2,307,646 | | James P. Denis | 640,000 | 288,000 | 340,967 | 43,037 | 1,312,004 |

  55. CEO PAY RATIO

    CEO PAY RATIO As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the ratio of the annual total compensation, calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K (“Annual Total Compensation”) of our median-compensated employee and the annualized Annual Total Compensation of Mr. Sternlieb who served as our CEO throughout fiscal 2023. For our fiscal 2023: •the Annual Total Compensation of our median-compensated employee was $50,057; and •the Annual Total Compensation of Mr. Sternlieb, who served as our CEO throughout fiscal 2023, was $9,608,505. Accordingly, the ratio of the CEO's Annual Total Compensation to the median-compensated employee’s Annual Total Compensation for fiscal 2023 was 192 to 1. The pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described below. Because the SEC rules for identifying the median-compensated employee and calculating the pay ratio based on that employee’s Annual Total Compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices, the amount of compensation of the median-compensated employee and the pay ratio reported by other companies may not be comparable to our estimates reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. In identifying the median-compensated employee for fiscal 2023,we used base salary as our consistently applied compensation measure to determine our median employee from our employee population, excluding our CEO, as of August 31, 2023. For hourly employees, the annual base salary was calculated using a reasonable estimate of hours worked and their hourly wage rate. We annualized base salaries for employees who were employed as of August 31, 2023 but were not employed for the full fiscal year. For our non-U.S. employees, we used the foreign exchange rates applicable at August 31, 2023 to convert their base salary into U.S. dollars.

  56. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE An SEC rule adopted in 2022 requires that we include in the proxy statement disclosure of the relationship between executive compensation and our financial performance over the past three fiscal years, with future annual meeting proxy statements expanding the period by an additional year until the period addressed by the disclosure is five years. As specified by the SEC rule, the following table presents for each of the past three fiscal years: •the total compensation of each individual serving as principal executive officer (“PEO”) of the Company, as calculated in accordance with the presentation of Total compensation in the Summary Compensation Table, appearing on page 31, with separate columns for each individual who served as PEO during this period (Randal W. Baker, identified as First PEO in the table and elsewhere in this section of the proxy statement, served as Enerpac’s principal executive officer until October 8, 2021, and Mr. Sternlieb, identified as Second PEO in the table and elsewhere in this section of the proxy statement, has served as our principal executive officer since then); •the amount of “Compensation Actually Paid” as determined in accordance with the SEC rule for each PEO, with footnotes describing and quantifying the adjustments from Total compensation as reported in accordance with the presentation of such amounts required for the Summary Compensation Table to derive Compensation Actually Paid; •the average total compensation, as calculated in accordance with the presentation of Total compensation in the Summary Compensation Table, of the individuals, other than the PEO, listed as named executive officers in our proxy statement for the annual meeting held in the year following each such year (the “Non-PEO NEOs”), with a footnote to the table identifying the individuals comprising the Non-PEO NEOs in each year; •the average amount of “Compensation Actually Paid” as determined in accordance with the SEC rule for the Non-PEO NEOs, with footnotes describing and quantifying the adjustments from Total compensation as reported in accordance with the presentation of such amounts required for the Summary Compensation Table to derive such average Compensation Actually Paid; •Enerpac’s cumulative total shareholder return (“TSR”) for the period beginning on the last trading day of the year preceding the earliest year presented in the table and ending the last trading day of the year presented in the table (for example, for fiscal 2022, the period from August 31, 2020 through August 31, 2022), assuming the investment of $100 in Enerpac common stock on the first day of such period; •the cumulative TSR for each such period of the peer group of companies identified in a footnote to the table calculated on the same basis as Enerpac’s TSR, but assuming an investment on the first day of such period of $100 in the common stock of such companies, allocated among such companies based on their respective market capitalization at August 31, 2020; •the net income of Enerpac and its subsidiaries on a consolidated basis as presented in our consolidated statement of operations included in the accompanying annual report; and •Adjusted EBITDA, a measure selected by us for presentation in this table as the most important financial performance measure linking Compensation Actually Paid to the NEOs for the most recent fiscal year to company performance. The table presents Compensation Actually Paid in accordance with the requirements of the SEC rule. As identified in the footnotes to the table, the determination of Compensation Actually Paid includes adjustments to reflect, among other things, period-to-period changes in the value of unvested equity awards and the Performance Share Awards. Accordingly, such amounts do not reflect the value of compensation actually delivered to, or received by the PEOs or the Non-PEO NEOs, in the period reported in the table. The amount of actual compensation received by any executive officers depends on whether the executive officer satisfies the conditions for vesting of any such award, the extent to which performance conditions for performance-based awards are satisfied, and the value of our common stock on the date such awards vest (or, with respect to options, on the date that vested options are exercised).

  57. PAY VERSUS PERFORMANCE

    | | | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Fiscal Year | Summary Compensation Table Total for First PEO(1) | Summary Compensation Table Total for Second PEO(2) | Compensation Actually Paid to First PEO(3) | Compensation Actually Paid to Second PEO(3) | Average Summary Compensation Table Total for Non-PEO NEOs(4) | Average Compensation Actually Paid to Non-PEO NEOs(3) | Total Shareholder Return(5) | Peer Group Total Shareholder Return(6) | Net Income(7) | Adjusted EBITDA(8) | | | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | (h) | (i) | | (a) | (b) | (b) | (c) | (c) | (d) | (e) | (f) | (g) | ($ in thousands) | | | 2023 | N/A | 9,608,505 | N/A | 11,699,671 | 1,171,205 | 1,405,400 | 126.71 | 126.40 | 46,561 | 136,343 | | 2022 | 525,459 | 6,913,269 | (52,920) | 6,687,110 | 1,181,201 | 1,041,667 | 93.64 | 120.78 | 15,686 | 82,828 | | 2021 | 4,481,386 | N/A | 5,931,625 | N/A | 1,141,200 | 1,376,759 | 121.22 | 147.08 | 38,077 | 74,692 |

  58. PAY VERSUS PERFORMANCE

    (1) Randal W. Baker served as President and Chief Executive Officer during all of fiscal 2021 and in fiscal 2022 until October 8, 2021 and is identified as First PEO in the table. The negative amount of compensation actually paid reported for fiscal 2022 reflects a decline in the value of outstanding equity awards in that fiscal year and the forfeiture of certain awards in that year as a result of his departure. (2) Paul E. Sternlieb has served as Chief Executive Officer since October 8, 2021 and is identified as Second PEO in the table. (3) "Compensation actually paid" to our Named Executive Officers represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year (“Applicable FY”), as adjusted per SEC rules as follows:

  59. PAY VERSUS PERFORMANCE

    | Adjustments | 2021 | | 2022 | | | 2023 | | | | First PEO | Average Non-PEO NEOs | First PEO | Second PEO | Average Non-PEO NEOs | Second PEO | Average Non-PEO NEOs | | | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY | (3,308,568) | (578,624) | (216,740) | (5,057,747) | (562,899) | (6,999,985) | (307,397) | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End | 3,533,524 | 582,238 | — | 4,831,588 | 325,530 | 7,470,959 | 318,298 | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date | — | — | 225,558 | — | 161,886 | — | 27,335 | | Increase/deduction for Awards Granted during Prior Fiscal Year that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior Fiscal Year End to Applicable FY End | 597,724 | 152,210 | (1,333,315) | — | (105,339) | 1,462,863 | 81,560 | | Increase/deduction for Awards Granted during Prior Fiscal Year that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior Fiscal Year End to Vesting Date | 633,949 | 85,373 | 1,127,315 | — | 111,757 | 154,773 | 130,820 | | Deduction of ASC 718 Fair Value of Awards Granted during Prior Fiscal Year that were Forfeited during Applicable FY, determined as of Prior Fiscal Year End | — | (4,927) | (388,383) | — | (71,402) | — | (16,941) | | Increase based on Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date | 4,453 | 916 | 7,186 | — | 932 | 2,556 | 519 | | Deduction for Change in the Actuarial Present Values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column of the Summary Compensation Table for Applicable | — | — | — | — | — | — | — | | TOTAL ADJUSTMENTS | 1,450,239 | 235,559 | (578,379) | (226,159) | (139,533) | 2,091,166 | 234,195 |

  60. PAY VERSUS PERFORMANCE

    (4) This amount is the average of the total compensation, as calculated in accordance with the presentation of Total compensation in the Summary Compensation Table appearing on page 31, of the Non-NEO PEOs in each year. The following table lists the individuals who comprise the Non-PEO NEOs in each of the covered years:

  61. PAY VERSUS PERFORMANCE

    | Fiscal 2023 | Fiscal 2022 | | Fiscal 2021 | | Anthony P. Colucci | Anthony P. Colucci | Barbara G. Bolens | Rick T. Dillon | | Benjamin J. Topercer | Benjamin J. Topercer | Scott M. Vuchetich | John Jeffrey Schmaling | | James P. Denis | Rick T. Dillon | Bryan R. Johnson | Fabrizio Rasetti | | Markus Limberger | John Jeffrey Schmaling | Fabrizio Rasetti | Barbara G. Bolens | | Barbara G. Bolens | | | |

  62. PAY VERSUS PERFORMANCE

    (5) Represents the company’s TSR for the period beginning on the last trading day of the year preceding the earliest year presented in the table and ending the last trading day of the covered year, which includes the reinvestment of dividends paid on our common stock during the relevant period. (6) Represents the TSR for the period beginning on the last trading day of the year preceding the earliest year presented in the table and ending the last trading day of the covered year, which includes dividends paid during the relevant period, of the common stock of the companies included in the Russell 2000 Index. (7) Represents net income of Enerpac and its subsidiaries on a consolidated basis, which includes the results of discontinued operations in each of the periods presented. (8) The Company selected measure is adjusted EBITDA, which is a measure used in the annual cash incentive plan. Adjusted EBITDA is the Company’s earnings before interest, income tax, depreciation and amortization expenses, adjusted by adding selected expenses that the Talent Development and Compensation Committee believes do not reflect normal operating conditions and subtracting certain selected income items that the Talent Development and Compensation Committee believes do not reflect normal operating conditions. Adjusted EBITDA is calculated in a manner consistent with adjusted EBITDA as presented by the Company in its quarterly and annual earnings announcements, with additional adjustments to exclude annual incentive compensation expense and for certain items selected by the Talent Development and Compensation Committee that it believes do not reflect normal operating conditions.

  63. NON-EMPLOYEE DIRECTOR COMPENSATION

    NON-EMPLOYEE DIRECTOR COMPENSATION In fiscal 2023, directors who are not employees of the Company were paid a cash retainer, paid in quarterly installments, for serving on the Board of Directors. The annual rate of the cash retainer was initially $60,000 and was increased to $70,000 commencing June 1, 2023, at which time the annual rate of the cash retainer for the chair of the Compensation and Talent Development Committee was increased from $10,000 to $12,000. Directors are also reimbursed for expenses incurred in connection with attendance at meetings. As of August 31, 2023, directors are paid the following additional cash fees for serving on committees:

  64. NON-EMPLOYEE DIRECTOR COMPENSATION

    | Committee | Member Fee | Additional Chair Fee | | Audit | $15,000 | $15,000 | | Compensation and Talent Development | 10,000 | 12,000 | | Governance and Sustainability | 10,000 | 7,500 |

  65. NON-EMPLOYEE DIRECTOR COMPENSATION

    The directors are not paid “per meeting” fees associated with their services as Company directors. The Company and the Board believe management access to the Board, outside of regular meeting dates, should occur on an as-needed basis, without concern for the fees associated with such access. Directors elected by the Board between annual meetings are paid a pro rata amount of the annual fee based on the period of their service. Equity compensation for the Board in fiscal 2023 was in the form of restricted stock units. Non-employee directors annually receive restricted stock units having a value upon grant of $120,000, with the Chair receiving an additional $100,000 of restricted stock units for the additional services required of the position. For their service commencing with the annual meeting of shareholders held in January 2022, each then current non-employee director was granted 6,469 restricted stock units, except for the Chair, who received 11,860 restricted stock units. For their service commencing with the annual meeting of shareholders held in February 2023, each then-current non-employee director was granted 4,347 restricted stock units, except for the Chair, who received 7,971 restricted stock units. In each case, these awards of restricted stock units vest 50 weeks after their grant dates. The non-employee directors who served on the Board during all or a portion of fiscal 2023 received a combination of cash payments and equity-based compensation as shown in the table below and were also reimbursed for actual out-of-pocket expenses incurred in attending meetings.

  66. NON-EMPLOYEE DIRECTOR COMPENSATION

    | Name | Annual Retainer ($) | Committee Fees ($) | Chair Fee ($) | Stock Awards ($) (1) | Total ($) | Outstanding Stock Options at Fiscal Year End (#) | Non-vested Restricted Stock at Fiscal Year End (#) | | Alfredo Altavilla | 67,500 | 25,000 | — | 120,000 | 212,500 | — | 4,347 | | Judy L. Altmaier | 67,500 | 25,000 | — | 120,000 | 212,500 | — | 4,347 | | J. Palmer Clarkson | 67,500 | 20,000 | — | 120,000 | 207,500 | — | 4,347 | | Danny L. Cunningham | 67,500 | 25,000 | 15,000 | 120,000 | 227,500 | 2,930 | 4,347 | | E. James Ferland, Jr. | 67,500 | 10,000 | 10,000 | 220,000 | 312,500 | 11,029 | 7,971 | | Colleen M. Healy | 20,650 | 7,375 | — | 75,588 | 103,613 | — | 3,089 | | Richard D. Holder | 67,500 | 25,000 | 11,500 | 120,000 | 224,500 | — | 4,347 | | Lynn C. Minella | 67,500 | 20,000 | | 120,000 | 207,500 | — | 4,347 | | Sidney S. Simmons | 67,500 | 25,000 | — | 120,000 | 212,500 | — | 4,347 |

  67. NON-EMPLOYEE DIRECTOR COMPENSATION

    (1)Amounts represent the aggregate grant date fair value. The amounts do not correspond to the actual value that may be realized by non-employee directors, as that is dependent on the long-term appreciation in the Company’s common stock. Similar to the NEOs, directors have stock ownership guidelines to drive long-term performance alignment with shareholders. Under the guidelines, each non-employee director is expected to own Company common stock with a total value equal to five times their base cash annual retainer (or an aggregate $300,000). As of August 31, 2023, all directors (except Ms. Minella, who joined the Board on January 25, 2022, and Ms. Healy, who joined the board on May 15, 2023, and who each has three years after joining the Board to satisfy the requirement) satisfied the ownership requirement. Under the Outside Directors’ Deferred Compensation Plan, non-employee directors can defer all or a portion of their annual retainer, committee fees and vested restricted stock units for future payment on a specified date or when they leave the Board. Compensation deferred under the plan are represented by phantom stock units, which are settled in Class A common stock, generally following the director’s termination of service. A number of shares, based on the amount of compensation deferred, is contributed by the Company to a rabbi trust. During fiscal 2023, Messrs. Cunningham, Ferland and Simmons and Ms. Minella participated in the Outside Directors’ Deferred Compensation Plan.