DEF 14A of Enerpac Tool Group Corp, Dec 18, 2024

DEF 14A of Enerpac Tool Group Corp

Filed Dec 18, 2024 · FY20240000006955-24-000048

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 was most recently elected by the shareholders at the Company's annual meeting held in January 2024. 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 2026.

  3. DIRECTOR CANDIDATE BIOGRAPHIES AND QUALIFICATIONS

    | | Alfredo Altavilla Former Executive Chairman of Italia Trasporto Aereo S.p.A. INDEPENDENT DIRECTOR Age: 61 Director since: 2018 | Other Current Public Company Directorships: •Endurance Technologies Limited | 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 BYD Company Limited, as a 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. He serves on the board of directors of Endurance Technologies Limited, the shares of which are listed on the National Stock Exchange of India. 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: 63 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: 67 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 retired from his position as President and Chief Executive Officer of Bridgestone HosePower LLC, a Florida-based industrial hose service company in 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: 69 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: 58 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: 53 Director since: 2023 | Other Current Public Company Directorships: •None | Enerpac Board Committees: •Audit •Governance and Sustainability 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 Chief Executive Officer of Loparex LLC INDEPENDENT DIRECTOR Age: 61 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 Chief Executive Officer of Loparex LLC. Loparex is a leading supplier of engineered release liner solutions, enabling sustainable performance for customers around the globe through in-depth material science expertise and industry-leading technology. Prior to his current role, from January 2021 through January 2024, Mr. Holder served as President and CEO of HZO, Inc., a provider of thin-film nanocoatings for electronics. From June 2013 to September 2019, Mr. Holder served as President and CEO of NN, Inc., a diversified industrial manufacturing company. He also held a variety of leadership positions during his twelve-year tenure at Eaton Corporation, 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. 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: 66 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 London-based BAE Systems plc from June 2012 to June 2017 and served on its Executive Committee. 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 serves on the board of directors of Kent, a privately owned global energy services provider. 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: 66 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 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: 52 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. As the only member of Enerpac management to serve on the Board, Mr. Sternlieb also contributes a level of understanding of our Company not easily attained by an outside director. | | | |

  13. DIRECTOR CANDIDATE BIOGRAPHIES AND QUALIFICATIONS

    OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS VOTING “FOR” THE ELECTION OF EACH OF THE 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; •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. Executive compensation opportunities are aligned with our overall business strategy for driving sales growth and improving operating metrics, margin expansion, earnings, cash flow generation and return on invested capital. The Company’s executive compensation program for fiscal 2024 was designed, and the performance measures for incentive compensation awards made in fiscal 2024 were established, while the Company continued its global transformation and in the face of continued economic uncertainty globally. In awarding incentive compensation opportunities to the NEOs in fiscal 2024, the Committee selected stretch goals for the target payout levels, as an incentive to build on the exceptionally strong financial performance in fiscal 2023. For fiscal 2024, our net sales were at the bottom end of our guidance range announced at the beginning of the fiscal year, while our adjusted EBITDA reported for the fiscal year was at the midpoint of our initial guidance range for the year. Accordingly, while we achieved 2.2% growth in fiscal 2024 in organic sales (which we previously referred to as “core sales”), this was short of our stretch goal at target of 3.5% as global economic uncertainty persisted, in part reflective of geopolitical concerns. Despite not fully achieving expectations for sales growth, we achieved performance approaching or above the stretch target goals for adjusted EBITDA, adjusted EBITDA margin and free cash flow conversion, the other financial metrics under our annual bonus awards in fiscal 2024. This performance reflected continued focus on capturing productivity and efficiency gains and further expanding gross margins. As a result, the annual bonus payment based on these four financial metrics was 97.5% of the target amount. Our long-term equity performance awards for the three-year period ended August 31, 2024 paid out based on our return on invested capital and relative total shareholder return for the period. Our return on invested capital for the period was 16.4%, far exceeding the maximum payout level set for this metric of 13.6%, while our relative total shareholder return was at the 73rd percentile approaching the maximum payout level at the 75th percentile, resulting in a payout at 196% of the target opportunity for these awards. Given these balanced results, the Committee believes that the Company’s executive compensation programs are effectively linked to performance. 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 ENGAGEMENT

    SHAREHOLDER ENGAGEMENT At the Company’s 2024 annual meeting of shareholders held on January 25, 2024, our shareholders were asked to support a non-binding resolution to approve the compensation paid to our named executive officers as reported in our proxy statement for that meeting. Of the shares voted “for” or “against” that proposal, approximately 71% of the shares were voted “for” approval of that resolution. Following that vote, we spoke with numerous shareholders, including conversations with many of our largest shareholders. These conversations covered a wide range of topics, including our strategic direction, financial performance and future growth opportunities. Given the 71% vote at the 2024 annual meeting on the non-binding resolution to approve the compensation paid to our named executive officers, we expressly solicited shareholder feedback on our compensation practices as described below. In July 2024, we contacted our largest 30 shareholders, which together held approximately 85% of the outstanding shares of our Class A common stock as of March 31, 2024, to offer a meeting with members of management and independent directors to discuss executive compensation matters and any other issues the shareholders wished to address. We received responses from 21 shareholders, holding in the aggregate approximately 72% of the outstanding shares, 17 of which (collectively holding 64% of the outstanding shares) requested a meeting. We held separate, virtual one-on-one meetings with representatives of each of these 17 shareholders, which meetings were led by independent members of our Board of Directors. Mr. Ferland, the Chair of our Board of Directors, attended all but one of these meetings and Mr. Holder, the Chair of the Committee, attended a substantial majority of these meetings. Mr. Ferland and Mr. Holder were accompanied in these meetings by the Company’s General Counsel and its Senior Director of Investor Relations. The following summarizes the scope of this outreach. * Share ownership is as of March 31, 2024, the most recent date for which such data was available prior to the July meetings with shareholders. In these meetings, shareholders expressed general approval of the Company’s performance and support for its executive compensation structure, including support of the balance of short-term and long-term compensation incentives, as well as the metrics used for annual compensation awards and long-term performance awards. While many of the shareholders felt that the annual compensation program resulted in appropriate alignment of payment to performance, a few shareholders expressed concern with respect to off-cycle compensation adjustments and awards other than those tied to changes in executive responsibilities or as inducements to new hires (in particular, the special equity awards of time-vesting restricted stock units and performance-based restricted stock units granted to Mr. Sternlieb on August 30, 2023), preferring that equity awards be granted as part of the annual cycle of the Committee’s compensation evaluation and decision-making process. Of these shareholders, a few also expressed their preference that these special equity awards be more heavily weighted toward performance-based equity awards (which represented one-third of the grant value of these special equity awards), though there was general support for the total revenue growth and adjusted EBITDA margin improvement metrics included in the performance-based restricted stock units. The Committee considers shareholder views seriously as it seeks to align our policies and practices with the interests of our financial stakeholders, and has considered, and intends to continue to consider, the views expressed by shareholders in these meetings. In consideration of shareholder feedback with respect to off-cycle compensation changes, during fiscal 2024, the Committee approved mid-year compensation changes to an NEO only in connection with that NEO’s acceptance of the significant additional responsibilities he assumed upon being appointed as Interim Principal Financial Officer in March 2024. While the Committee intends to continue its historical practice of undertaking changes to NEO compensation, including granting equity awards, as part of its annual evaluation process, the Committee may make awards to NEOs or other employees at other times, such as in connection with hiring, promotions or for retention purposes, and will consider the shareholder feedback regarding off-cycle compensation adjustments. The Committee also considers the views expressed by the principal proxy advisory firms that were expressed in their voting recommendations to shareholders in connection with the 2024 annual meeting, as such views may reflect valid shareholder concerns not expressed in the direct meetings with shareholders as part of the outreach process, and took the following actions: •In consideration of feedback of the principal proxy advisory firms disfavoring the automatic vesting of equity awards upon a change in control of Enerpac, we revised the form of our grant agreements for equity awards going forward to include double-trigger provisions which provide that, in connection with a change in control of Enerpac, if an outstanding equity award is continued, or the award is assumed or substituted with an equivalent award by the successor entity or its parent, the award would vest as a result of the change in control only if the recipient’s employment is terminated without cause within 24 months after the change in control. Such awards would vest solely upon a change in control only if the award is not continued in effect or assumed or substituted with an equivalent award by the successor entity or its parent in connection with a change in control. •In consideration of feedback of the principal proxy advisory firms with respect to the scope of the Company’s then-existing incentive compensation clawback policies, which addressed restatement of our financial information, but not officer misconduct, and applied only to a limited group of our executive officers, we adopted a management incentive compensation clawback policy that provides for the potential clawback of incentive compensation (i) from a member of our Global Leadership Team (currently comprised of our executive officers and approximately 55 other management personnel) in connection with misconduct by that member, which includes the knowing failure to manage, report, or monitor conduct of subordinates who have violated applicable law or any of the terms of the Company’s established policies, and (ii) from members of the Global Leadership Team not already covered by our mandatory clawback policy applicable to executive officers, upon a restatement of our financial information.

  16. EXECUTIVE COMPENSATION PRACTICES

    | 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 at 200% | | • 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 mandatory clawback provisions to annual cash bonus and equity awards for executives in case of financial restatements | | • Reprice stock options | | | • Applies discretionary clawback provisions for incentive compensation for other management employees in case of financial restatements and for executives and other management employees in the event of misconduct | | | | | • 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 | | |

  17. 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 2024. 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.

  18. 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 2024, 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 used in making compensation decisions with respect to fiscal 2024 are as follows:

  19. ASSESSING COMPETITIVE COMPENSATION PRACTICES

    | Badger Meter, Inc. | ESCO Technologies Inc. | Mueller Water Products, Inc. | Thermon Group Holdings, Inc. | | Barnes Group Inc. | Franklin Electric Co., Inc. | Proto Labs, Inc. | TriMas Corporation | | Brady Corporation | Helios Technologies, Inc. | RBC Bearings Incorporated | | | Columbus McKinnon Corporation | Kadant Inc. | Standex International Corporation | | | Enpro Inc. | Lindsay Corporation | Tennant Company | |

  20. ASSESSING COMPETITIVE COMPENSATION PRACTICES

    The Committee selected the companies for the Peer Group in July 2023. The 2023 revenues of the Peer Group expected at that time ranged from $2.1 billion to $441 million, with a median of $910 million, with market capitalizations at that time ranging from $6.2 billion to $899 million, with a median of $2.1 billion.

  21. 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 2024 annual bonus plan for all of the NEOs are Organic Sales Growth, Adjusted EBITDA, Adjusted EBITDA Margin and Free Cash Flow Conversion. Mr. Burns annual cash bonus opportunity, established prior to his appointment as an executive officer, included an additional subjective personal performance measure. The diagram below illustrates the fiscal 2024 bonus plan design for the NEOs other than Mr. Burns, whose annual bonus included the additional subjective performance measure. 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, 2024 and, accordingly, reflects pro ration from the respective annual base salary rates as they were adjusted during the fiscal year and for Mr. Chack who commenced employment with Enerpac on July 22, 2024. The following table summarizes the fiscal 2024 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. Mr. Colucci resigned prior to August 31, 2024 and therefore did not receive any bonus for fiscal 2024.

  22. Annual Bonus

    | | Annual Bonus Opportunity as a % of Base Salary | | | Weighting of Components of Target Annual Bonus | | | | | | NEO | Threshold | Target | Maximum | Organic Sales Growth | Adjusted EBITDA | Adjusted EBITDA Margin | Free Cash Flow Conversion | Personal Performance | | Paul E. Sternlieb | 0% | 100% | 200% | 25% | 25% | 25% | 25% | — | | P. Shannon Burns | 0% | 35% | 70% | 20% | 20% | 20% | 20% | 20% | | Benjamin J. Topercer | 0% | 55% | 110% | 25% | 25% | 25% | 25% | — | | James P. Denis | 0% | 50% | 100% | 25% | 25% | 25% | 25% | — | | Eric T. Chack | 0% | 55% | 110% | 25% | 25% | 25% | 25% | — |

  23. Annual Bonus

    The fiscal 2024 annual bonus was designed to be earned based on performance against approved Organic Sales Growth, Adjusted EBITDA, Adjusted EBITDA Margin and Free Cash Flow Conversion scales, and, for Mr. Burns, a subjective personal performance assessment. Adjusted EBITDA and Adjusted EBITDA Margin are 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. These financial 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 2024 annual bonus achievement with respect to these financial measures, along with the weighted bonus payout against the target amount for the NEOs other than Mr. Burns, is shown below:

  24. Annual Bonus

    | | Fiscal 2024 Bonus Scale | | | | Fiscal 2024 Bonus Achievement | | | | (dollars in millions) | Threshold 0% | 50% | Target 100% | Maximum 200% | Result | Bonus Payout % for Measure | Bonus Payout % of Target | | Organic Sales Growth (1) | 0% | 1.75% | 3.5% | 7.00% | 2.2% | 65.1% | 16.3% | | Adjusted EBITDA (2) | $137.8 | $148.4 | $158.9 | $180.0 | $157.3 | 92.5% | 23.1% | | Adjusted EBITDA Margin (3) | 24.40% | 25.4% | 26.4% | 28.4% | 26.5% | 102.5% | 25.6% | | Free Cash Flow Conversion (4) | 90% | 94% | 98% | 106% | 100.4% | 129.9% | 32.5% | | | | | | | | | 97.5% |

  25. Annual Bonus

    (1) Organic Sales Growth represents the net sales change between years excluding the impact of acquisitions, divestitures and foreign currency rate changes, which we discuss in our earnings releases and quarterly and annual reports and which we previously referred to as "core sales growth." (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 and Adjusted EBITDA Margin are 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 for the NEOs other than Mr. Burns is a bonus payout of 97.5% of target. For Mr. Burns, the subjective assessment of his personal performance resulted in a payout of 184% of this component of his bonus opportunity, resulting in a bonus payout of 114.8% of target. The following table sets forth for each NEO the total amount of payouts of annual bonus for fiscal 2024:

  26. Annual Bonus

    | NEO | Annual Bonus Payout for Fiscal 2024 ($) | | Paul E. Sternlieb | 877,500 | | P. Shannon Burns | 104,451 | | Benjamin J. Topercer | 214,500 | | James P. Denis | 174,720 | | Eric T. Chack | 26,445 | | Anthony P. Colucci | — |

  27. Signing Bonus

    Signing Bonus As part of the recruitment process with Mr. Chack to join the Company on July 22, 2024, the Company paid him a cash bonus of $180,000 upon the commencement of his employment. The signing bonus was structured to compensate Mr. Chack for compensation that would have otherwise been payable by his former employer and to cover relocation expenses, 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" as defined under the Company's Senior Officer Severance Plan) within the first year of his employment and 75%, 50% or 25% of his signing bonus if he voluntarily terminates his employment (other than for good reason) during the second, third or fourth year of his employment, respectively. The full amount of Mr. Chack's signing bonus is included as compensation for fiscal 2024 in the Summary Compensation Table appearing on page 34 in the “Bonus” column. Later in fiscal 2024, we adopted Board-approved guidelines establishing consistent practices for providing signing bonuses and sign-on equity awards to new executive hires. Under these guidelines, signing bonuses should not exceed the expected amount of short-term incentive cash compensation and the expected value of equity awards scheduled to vest in the next 12 months that the executives would forfeit from their current employer by joining Enerpac. Similarly, the value of sign-on equity awards would not exceed the expected value of longer-vesting equity awards that would be forfeited. The guidelines provide that signing bonuses and sign-on equity awards should not be used to provide additional incentives in recruiting new hires. Payments to cover anticipated relocation transitional expenses not otherwise covered by Enerpac’s relocation policy are to be determined on a case-by-case basis. The guidelines provide for the application of consistent methods in determining the expected value of the forfeited short-term incentive cash compensation and equity awards.

  28. Equity Compensation Granted in Fiscal 2024

    Equity Compensation Granted in Fiscal 2024 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 2024, the Committee allocated 50% of the target level of shares for annual equity awards to its NEOs as Performance Shares and 50% as restricted stock units, except for Mr. Sternlieb, whose target level of shares for his annual equity awards were allocated as 60% Performance Shares and 40% restricted stock units. The following describes each type of annual award granted in fiscal 2024 to the NEOs. 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. For fiscal 2024, the Committee selected the following three, equally weighted, performance measures for Performance Share awards: relative Total Shareholder Return (“relative TSR”); Return on Invested Capital (“ROIC”); and adjusted Earnings Per Share. The Company defines these metrics as follows: •Relative TSR is the Company’s Total Shareholder Return relative to the Total Shareholder Return of the S&P 600 SmallCap Industrial Index (approximately 90 companies); •ROIC is adjusted EBITDA, calculated in a manner consistent with adjusted EBITDA as presented by the Company in its quarterly and annual earnings announcements, which may be further adjusted 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. Such measures in the calculation of ROIC may be further adjusted to reflect the impact of any acquisitions and dispositions effected during the three-year measurement period. •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. 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. ROIC is an important measure in determining how well the Company deploys capital. 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 2024 were as follows (with performance between these levels resulting in vesting based on straight-line interpolation):

  29. Equity Compensation Granted in Fiscal 2024

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

  30. Equity Compensation Granted in Fiscal 2024

    The vesting scale is the same for the portion of the Performance Shares based on achievement of ROIC and adjusted Earnings Per Share, with vesting at 50%, 100% and 200% of the target share amount of the award based on the achievement of specified threshold, target and maximum performance levels, respectively, set by the Committee for each of these measures, with performance between these levels resulting in vesting based on straight-line interpolation. The threshold, target and maximum performance levels set by the Committee with respect to the ROIC and adjusted Earnings Per Share measures are not presented in this Proxy Statement because such forward-looking information is confidential and competitively sensitive. In setting these levels, the Committee considered achievement of the target performance level of each of these measures 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 2024, 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. The following table summarizes the number of shares that would be issued at the threshold, target and maximum levels for Performance Share grants made to the NEOs in fiscal 2024.

  31. Equity Compensation Granted in Fiscal 2024

    | | Fiscal 2024 Performance Shares Grants | | | | NEO | Threshold | Target | Maximum | | Paul E. Sternlieb | 38,609 | 77,217 | 154,434 | | P. Shannon Burns | 391 | 782 | 1,564 | | Benjamin J. Topercer | 3,043 | 6,086 | 12,172 | | James P. Denis | 2,826 | 5,652 | 11,304 | | Eric T. Chack* | — | — | — | | Anthony P. Colucci** | 4,783 | 9,565 | 19,130 |

  32. Equity Compensation Granted in Fiscal 2024

    * Mr. Chack joined the Company on July 22, 2024 and did not receive an award of Performance Shares in fiscal 2024. ** The Performance Share awards granted to Mr. Colucci were fully forfeited in connection with his departure. Restricted Stock Units The annual restricted stock units granted to officers in fiscal 2024 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 2024, the Committee granted annual awards of restricted stock units to executive officers in October, consistent with its practice in fiscal 2023. In addition, in connection with his promotion to serve as Head of Financial Planning, Operations, and Decision Support and Interim Principal Financial Officer, in March 2024, Mr. Burns was awarded additional restricted stock units that vest, subject to continued employment, on the second anniversary of the date of grant. This award to Mr. Burns was made outside the annual award cycle in recognition of his additional responsibilities and to provide a further incentive for him to remain with the Company following a transition to the principal financial officer role. 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 2024 as part of the annual award program (and the additional award to Mr. Burns made in connection with his promotion).

  33. Equity Compensation Granted in Fiscal 2024

    | | Restricted Stock Unit Awards | | | NEO | Number of Shares (#) | Grant Date Fair Value ($) | | Paul E. Sternlieb | 51,478 | 1,479,993 | | P. Shannon Burns* | 5,155 | 172,476 | | Benjamin J. Topercer | 6,086 | 174,973 | | James P. Denis | 5,652 | 162,495 | | Eric T. Chack** | — | — | | Anthony P. Colucci*** | 9,565 | 274,994 |

  34. Equity Compensation Granted in Fiscal 2024

    * Includes the restricted stock units for 4,373 shares awarded to Mr. Burns in connection with his promotion to serve as Head of Financial Planning, Operations, and Decision Support and Interim Principal Financial Officer. ** Mr. Chack joined the Company on July 22, 2024 and did not receive an award of restricted stock units in fiscal 2024. *** The restricted stock units granted to Mr. Colucci were fully forfeited in connection with his departure.

  35. Performance Equity Awards Vesting in Fiscal 2024

    Performance Equity Awards Vesting in Fiscal 2024 In the fiscal year ended August 31, 2022 (“fiscal 2022”), the Company granted Performance Share awards for the three-year performance period ended August 31, 2024, with vesting based on the achievement of specified performance metrics. The awards made in fiscal 2022 provided for vesting based 50% on achievement of an ROIC target and 50% on the Company’s relative TSR (each as defined above). The target and vesting scale for these Performance Shares, and the vesting level achieved, are shown in the following table:

  36. Performance Equity Awards Vesting in Fiscal 2024

    | | Threshold (50%) | Target (100%) | Maximum (200%) | Actual Performance | Vesting for Actual Performance | | ROIC | 10.6% | 11.6% | 13.6% | 16.4% | 200% | | Relative TSR Percentile | 25th | 50th | 75th | 73% | 192% |

  37. Performance Equity Awards Vesting in Fiscal 2024

    For the Performance Shares awarded in fiscal 2022, 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. In light of the respective date that the NEOs joined the Company, of the NEOs, only Mr. Sternlieb and Mr. Denis received Performance Share awards in fiscal 2022. Based on the achievement of the performance measures for the three-year period ended August 31, 2024, 113,701 shares and 6,603 shares, prior to withholding for taxes, were paid out to Mr. Sternlieb and Mr. Denis, respectively, with respect to the Performance Share awards granted to each of them in fiscal 2022.

  38. 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 2024, the Committee granted annual Performance Share awards and restricted stock unit awards in October 2024, when it makes its general annual executive compensation decisions.

  39. Senior Officer Severance Plan

    Senior Officer Severance Plan To provide increased certainty for the covered executive officers and the Company in the event of the severance of employment of a covered executive officer, the Board of Directors has adopted the Company’s Senior Officer Severance Plan. This plan is described in “Executive Compensation—Senior Officer Severance Plan and Executive Agreements—Senior Officer Severance Plan,” beginning on page 39.

  40. 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. 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 2024 deferrals at 4.6%. 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. Employee Stock Purchase Plan The Company has maintained its 2010 Employee Stock Purchase Plan (the “ESPP”) as a plan qualified under Section 423 of the Internal Revenue Code to permit employees who satisfy minimum period-of-service requirements to elect to purchase shares of the Company’s Class A common stock through payroll withholding. Executive officers of the Company were not eligible to participate in the ESPP until the ESPP was amended in December 2023 to permit them to participate on the same basis as other employees. The ESPP provides for periodic offering periods (currently, quarterly) in which qualifying employees may enroll to participate in the ESPP and select the level of payroll withholding to be applied for share purchases under the ESPP. Participants may purchase no more than $25,000 of the fair market value of shares under the ESPP in any calendar year. The purchase price for shares purchased under the ESPP is determined from time to time by the Committee and, as most recently amended, may not be less than the lesser of an amount equal to 85% of the closing price of the Class A common stock at the beginning of the periodic offering period or on the share purchase date following the end of the offering period. 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 32 hours of flight time for the CEO and 12 hours for all other NEOs. The other benefits earned by our NEOs in fiscal 2024 are included in the “All Other” Compensation” column of the Summary Compensation Table appearing on page 34, with details provided in footnote 5 to that table.

  41. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table sets forth the total compensation applicable to the fiscal years ended August 31, 2024, 2023 and 2022 by the NEOs:

  42. 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) | ($) | | Paul E. Sternlieb(6) | 2024 | 891,346 | — | 4,098,164 | 877,500 | — | 176,425 | 6,043,435 | | President and Chief Executive Officer | 2023 | 774,519 | — | 6,999,985 | 1,466,325 | — | 367,677 | 9,608,506 | | | 2022 | 666,346 | 977,500 | 5,057,747 | — | — | 211,675 | 6,913,268 | | P. Shannon Burns (7) | 2024 | 262,333 | — | 198,982 | 104,451 | — | 9,687 | 575,453 | | Head of Financial Planning, Operations, and Decision Support, Interim Executive Vice President and Former Interim Principal Financial Officer | | | | | | | | | | Benjamin J. Topercer(8) | 2024 | 407,692 | — | 381,319 | 214,500 | — | 64,776 | 1,068,287 | | Executive Vice President of Chief Human Resources Officer | 2023 | 358,635 | — | 275,005 | 353,780 | — | 60,689 | 1,048,109 | | | 2022 | 183,077 | 185,000 | 812,501 | 18,034 | — | 47,033 | 1,245,645 | | James P. Denis (9) | 2024 | 357,415 | — | 354,136 | 174,720 | — | 63,680 | 949,951 | | Executive Vice President, General Counsel, Secretary and Chief Compliance Counsel | 2023 | 315,769 | — | 175,012 | 268,128 | — | 55,141 | 814,050 | | Eric T. Chack(10) | 2024 | 43,269 | 180,000 | — | 26,445 | — | 5,758 | 255,472 | | Executive Vice President, Operations | | | | | | | | | | Anthony P. Colucci(11) | 2024 | 281,602 | — | 599,306 | — | — | 16,848 | 897,756 | | Former Executive Vice President and Chief Financial Officer | 2023 | 490,529 | — | 475,015 | 650,071 | — | 56,309 | 1,671,924 | | | 2022 | 118,750 | 245,000 | 120,009 | 13,555 | — | 12,571 | 509,885 |

  43. SUMMARY COMPENSATION TABLE

    (1) In fiscal 2024, in connection with the commencement of his employment, Mr. Chack received a signing bonus of $180,000. In fiscal 2022, in connection with the commencement of their respective employment, Mr. Sternlieb, Mr. Topercer and Mr. Colucci received a signing bonus of $415,000, $185,000 and $245,000, 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, with the amount of the required repayment being based on the length of service prior to departure. In connection with his resignation, Mr. Colucci repaid 75% of his signing bonus ($183,750) in accordance with the terms of his agreement with the Company with respect to the recoupment of the signing bonus. 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. The full amount of signing bonus received by Mr. Chack, Mr. Sternlieb, Mr. Topercer and Mr. Colucci (notwithstanding Mr. Colucci's subsequent repayment of 75% of that amount) and the guaranteed portion of Mr. Sternlieb’s annual bonus payment for fiscal 2022 are reported as “Bonus” in this table. (2) Equity compensation awards granted in fiscal 2024 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, 2024 for a discussion of the methods applied in determining the grant date fair values in this column for fiscal 2024. 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 28 and 30, 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 2024 would be as follows: Mr. Sternlieb, $6,716,335; Mr. Burns, $225,487; Mr. Topercer, $587,665; Mr. Denis, $545,777; and Mr. Colucci, $923,618. Mr. Chack did not receive awards of restricted stock units and Performance Shares in fiscal 2024. Under the terms of his initial employment arrangement, on September 15, 2024, Mr. Chack received an initial award of restricted stock units that vest, subject to continued employment, on the second anniversary of the date of the award, which restricted stock units had a grant date value of $244,993. All restricted stock units and Performance Share awards granted to Mr. Colucci that were unvested as of his March 1, 2024 departure from the Company, which includes all stock awards granted to him in fiscal 2024, were forfeited upon his departure. The amounts reported in the table for Mr. Colucci do not reflect the impact of such forfeitures. (3) Reflects amounts earned under the annual bonus plan. Annual bonus plan amounts are paid in the first quarter of the subsequent fiscal year. (4) 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 4.12%, 5.36% and 4.93% in 2022, 2023 and 2024, respectively (120% of the applicable federal long-term rate). See page 31 for information on the Employee Deferred Compensation Plan, and page 38 for NEO activity in this plan. (5) For fiscal 2024, these amounts consist of the following:

  44. 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) | Total | | Name | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | Paul E. Sternlieb | 11,500 | 93,153 | 18,692 | 3,069 | 4,000 | 39,767 | 6,244 | 176,425 | | P. Shannon Burns | 9,687 | — | — | — | — | — | — | 9,687 | | Benjamin J. Topercer | 9,390 | 22,413 | 16,823 | 2,798 | 5,245 | 1,367 | 6,740 | 64,776 | | James P. Denis | 9,880 | 30,686 | 16,823 | 3,011 | — | 3,280 | — | 63,680 | | Eric T. Chack | 4,279 | 1,479 | — | — | — | — | — | 5,758 | | Anthony P. Colucci | 4,358 | — | 9,346 | 3,144 | — | — | — | 16,848 |

  45. SUMMARY COMPENSATION TABLE

    (a) Represents Company contribution to the SERP plan as described on page 31. (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. (6) Mr. Sternlieb was appointed President and Chief Executive Officer effective October 8, 2021. (7) Mr. Burns was appointed as Interim Executive Vice President and Interim Principal Financial Officer effective on March 1, 2024 and ceased serving as Interim Principal Financial Officer on October 28, 2024 when Darren M. Kozik, the Company's current Executive Vice President and Chief Financial Officer, joined the Company. Mr. Burns continues to serve as Interim Executive Vice President and Head of Financial Planning, Operations, and Decision Support. Compensation Mr. Burns received in fiscal 2024 in his former and continuing capacities with the Company is included in the amounts reported in the table. (8) Mr. Topercer was appointed the Company’s Executive Vice President and Chief Human Resource Officer effective February 14, 2022. (9) 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. (10) Mr. Chack joined the Company on July 22, 2024. (11) Mr. Colucci ceased his employment with the Company on March 1, 2024.

  46. GRANTS OF PLAN-BASED AWARDS

    GRANTS OF PLAN-BASED AWARDS The following table sets forth the equity compensation awards in fiscal 2024, as well as the potential range of payouts for fiscal 2024 under the annual cash bonus plan.

  47. 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 | 10/20/2023 | — | — | — | 38,609 | 77,217 | 154,434 | — | 2,618,171 | | | 10/20/2023 | — | — | — | — | — | — | 51,478 | 1,479,993 | | | n/a | — | 900,000 | 1,800,000 | — | — | — | — | — | | P. Shannon Burns | 10/19/2023 | — | — | — | 391 | 782 | 1,564 | — | 26,505 | | | 10/19/2023 | — | — | — | — | — | — | 782 | 22,483 | | | 3/15/2024 | — | — | — | — | — | — | 4,373 | 149,994 | | | n/a | — | 90,038 | 180,075 | — | — | — | — | — | | Benjamin J. Topercer | 10/19/2023 | — | — | — | 3,043 | 6,086 | 12,172 | — | 206,346 | | | 10/19/2023 | — | — | — | — | — | — | 6,086 | 174,973 | | | n/a | — | 220,000 | 440,000 | — | — | — | — | — | | James P. Denis | 10/19/2023 | — | — | — | 2,826 | 5,652 | 12,172 | — | 191,641 | | | 10/19/2023 | — | — | — | — | — | — | 5,652 | 162,495 | | | n/a | — | 179,200 | 358,400 | — | — | — | — | — | | Eric T. Chack | n/a | — | 27,123 | 54,246 | — | — | — | — | — | | Anthony P. Colucci(5) | 10/19/2023 | — | — | — | 4,783 | 9,565 | 19,130 | — | 324,312 | | | 10/19/2023 | — | — | — | — | — | — | 9,565 | 274,994 | | | n/a | — | 363,090 | 726,180 | — | — | — | — | — |

  48. GRANTS OF PLAN-BASED AWARDS

    (1) These columns show the range of cash payouts with respect to awards under the fiscal 2024 annual bonus plan described beginning on page 26. The actual bonuses earned under this plan are included in the Summary Compensation Table on page 34. (2) Reflects Performance Shares granted in fiscal 2024 under the Company’s 2017 Omnibus Incentive Plan, as amended (the “2017 Omnibus Incentive Plan”). Refer to “Equity Compensation Granted in Fiscal 2024—Performance Based Restricted Stock Units” beginning on page 28 for further details on these awards. (3) Reflects restricted stock units granted in fiscal 2024 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. Burns on March 15, 2024 vest on the second anniversary of the date of grant. 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 the grant date fair value of Performance Shares with market vesting conditions is based on a Monte Carlo simulation model, which was applied in fiscal 2024 for valuing such awards for financial reporting purposes. For the annual equity awards made in fiscal 2024 to the NEOs other than Mr. Sternlieb, the number of shares to be issued upon full vesting of the restricted stock units equaled the number of shares to be issued at the target performance level for the Performance Shares (for Mr. Sternlieb, the proportion was 40% of the shares upon full vesting of the restricted stock units and 60% of the shares to be issued at the target performance level for the Performance Shares). See Note 14 of the Notes to Consolidated Financial Statements included in our Form 10-K for the year ended August 31, 2024 for a discussion of the methods applied in determining the grant date fair values in this column. (5) All restricted stock units and Performance Share awards granted to Mr. Colucci that were unvested as of his March 1, 2024 departure from the Company were forfeited upon his departure. Upon his departure, Mr. Colucci ceased to be eligible for any payout under the fiscal 2024 annual bonus plan.

  49. 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, 2024.

  50. 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 | — | — | — | 46,935 | 1,935,599(3) | — | — | | | 10/19/2021 | — | — | — | — | — | 116,022 | 4,784,747 | | | 1/25/2022 | — | — | — | 16,984 | 700,420(3) | — | — | | | 10/24/2022 | — | — | — | — | — | 121,458 | 5,008,928 | | | 10/24/2022 | — | — | — | 26,991 | 1,113,109(3) | — | — | | | 8/30/2023 | — | — | — | — | — | 55,617 | 2,293,645 | | | 8/30/2023 | — | — | — | 55,617 | 2,293,645(4) | — | — | | | 10/20/2023 | — | — | — | 51,478 | 2,122,953(3) | — | — | | | 10/20/2023 | — | — | — | — | — | 154,434 | 6,368,859 | | P. Shannon Burns | 10/19/2023 | — | — | — | 782 | 32,250(3) | — | — | | | 10/19/2023 | — | — | — | — | — | 1,564 | 64,499 | | | 3/15/2024 | — | — | — | 4,373 | 180,343(3) | — | — | | Benjamin J. Topercer | 2/14/2022 | — | — | — | 15,897 | 655,592(3) | — | — | | | 10/24/2022 | — | — | — | — | — | 11,134 | 459,166 | | | 10/24/2022 | — | — | — | 3,712 | 153,083(3) | — | — | | | 10/19/2023 | — | — | — | 6,086 | 250,987(3) | — | — | | | 10/19/2023 | — | — | — | — | — | 12,172 | 501,973 | | James P. Denis | 10/19/2021 | — | — | — | — | — | 6,738 | 277,875 | | | 1/25/2022 | — | — | — | 1,123 | 46,313(3) | — | — | | | 10/24/2022 | — | — | — | — | — | 7,086 | 292,227 | | | 10/24/2022 | — | — | — | 2,362 | 97,409(3) | — | — | | | 10/19/2023 | — | — | — | 5,652 | 233,088(3) | — | — | | | 10/19/2023 | — | — | — | — | — | 11,304 | 466,177 | | Eric T. Chack(5) | — | — | — | — | — | — | — | — | | Anthony P. Colucci(6) | — | — | — | — | — | — | — | — |

  51. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    (1) Market value of restricted stock unit awards and Performance Shares is based on the $41.24 closing price on the NYSE of the Company’s Class A common stock on August 30, 2024, the last trading day of the fiscal year ended August 31, 2024. (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 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 and in fiscal 2024, 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 an adjusted Earnings Per Share target. Grants of Performance Shares in fiscal 2022 are presented at the maximum level, grants of Performance Shares in fiscal 2023, other than the Performance Shares awarded to Mr. Sternlieb on August 30, 2023, are presented at the maximum level, and grants of Performance Shares in fiscal 2024 are presented at the maximum 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. Subsequent to August 31, 2024 and the completion of the three-year performance period then ended, the fiscal 2022 Performance Share grants (granted on October 19, 2021) vested at 196% of the target level. See "Equity Compensation Granted in Fiscal 2024—Performance Equity Awards Vesting in Fiscal 2024" beginning on page 29 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) Mr. Chack joined the Company on July 22, 2024 and did not receive any equity awards in fiscal 2024. Under the terms of his initial employment arrangement, on September 15, 2024, Mr. Chack received an initial award of restricted stock units for 5,945 shares that vest, subject to his continued employment, on the second anniversary of the date of the award. (6) All restricted stock units and Performance Share awards granted to Mr. Colucci that were unvested as of his March 1, 2024 departure from the Company were forfeited upon his departure.

  52. Severance Payments

    | Name | Base Salary ($) | Annual Bonus ($) | Stock Awards (1) ($) | Benefits (2) ($) | Total ($) | | Paul E. Sternlieb | 1,350,000 | 1,350,000 | 8,165,797 | — | 10,865,767 | | P. Shannon Burns | 257,250 | 90,037.50 | 212,592 | 22,134 | 582,014 | | Benjamin J. Topercer | 400,000 | 220,000 | 1,059,662 | 22,134 | 1,701,796 | | James P. Denis | 358,400 | 179,200 | 376,810 | 22,134 | 936,544 | | Eric T. Chack | 450,000 | 247,500 | 245,172 | 22,134 | 964,806 |

  53. Change-in-Control Arrangements

    | Name | Base Salary ($) | Annual Bonus (1) ($) | Stock Awards (2) ($) | Benefits (3) ($) | Total ($) | | Paul E. Sternlieb | 2,691,000 | 2,691,000 | 16,148,306 | — | 21,530,306 | | Benjamin J. Topercer | 800,000 | 440,000 | 1,540,232 | 44,268 | 2,824,500 | | James P. Denis | 716,800 | 358,400 | 756,012 | 44,268 | 1,875,480 | | Eric T. Chack | 900,000 | 495,000 | 245,172 | 44,268 | 1,684,440 |

  54. 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 2024. For our fiscal 2024: •the Annual Total Compensation of our median-compensated employee was $42,635; and •the Annual Total Compensation of Mr. Sternlieb, who served as our CEO throughout fiscal 2024, was $6,043,435. Accordingly, the ratio of the CEO's Annual Total Compensation to the median-compensated employee’s Annual Total Compensation for fiscal 2024 was 142 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. SEC rules require a company to identify the median-compensated employee only once every three fiscal years, absent material changes to the employee population during that period. Because there were no such material changes in our employee population since we undertook to identify the median-compensated employee for determination of the ratio for fiscal 2023, we elected to use the same employee for calculating the fiscal 2024 ratio. 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.

  55. 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 four 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 34, 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 2023, the period from August 31, 2020 through August 31, 2023), 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.

  56. 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) | | | 2024 | N/A | 6,043,435 | N/A | 14,472,158 | 749,384 | 977,061 | 199.74 | 205.11 | 85,749 | 147,486 | | 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 |

  57. 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 fiscal 2024, as adjusted per SEC rules as follows:

  58. PAY VERSUS PERFORMANCE

    | Adjustments | For Fiscal 2024 | | | | Second PEO | Average Non-PEO NEOs | | | ($) | ($) | | Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table | (4,098,164) | (306,749) | | Increase based on ASC 718 Fair Value of Awards Granted during Fiscal Year that Remain Unvested as of Fiscal Year End, Determined as of Fiscal Year End | 6,526,962 | 281,236 | | Increase based on ASC 718 Fair Value of Awards Granted during the Fiscal Year that Vested during the Fiscal Year, determined as of Vesting Date | — | 63,225 | | Increase/deduction for Awards Granted during Prior Fiscal Year that were Outstanding and Unvested as of Fiscal Year End, determined based on change in ASC 718 Fair Value from Prior Fiscal Year End to Fiscal Year End | 4,559,669 | 149,133 | | Increase/deduction for Awards Granted during Prior Fiscal Year that Vested During Fiscal Year, determined based on change in ASC 718 Fair Value from Prior Fiscal Year End to Vesting Date | 1,432,379 | 159,129 | | Deduction of ASC 718 Fair Value of Awards Granted during Prior Fiscal Year that were Forfeited during the Fiscal Year, determined as of Prior Fiscal Year End | — | (118,786) | | Increase Based on Dividends or Other Earnings Paid during the Fiscal Year prior to Vesting Date | 7,877 | 488 | | Increase Based on Incremental Fair Value of Options/SARs Modified During Fiscal Year | — | — | | 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 Fiscal Year | — | — | | TOTAL ADJUSTMENTS | 8,428,723 | 227,677 |

  59. 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 34, 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:

  60. PAY VERSUS PERFORMANCE

    | Fiscal 2024 | Fiscal 2023 | Fiscal 2022 | | Fiscal 2021 | | P. Shannon Burns | Anthony P. Colucci | Anthony P. Colucci | Barbara G. Bolens | Rick T. Dillon | | Benjamin J. Topercer | Benjamin J. Topercer | Benjamin J. Topercer | Scott M. Vuchetich | John Jeffrey Schmaling | | James P. Denis | James P. Denis | Rick T. Dillon | Bryan R. Johnson | Fabrizio Rasetti | | Eric T. Chack | Markus Limberger | John Jeffrey Schmaling | Fabrizio Rasetti | Barbara G. Bolens | | Anthony P. Colucci | Barbara G. Bolens | | | |

  61. 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 S&P 600 Industrials index. In accordance with the applicable SEC rule, the Company has chosen to use a different published industry index to identify a peer group TSR in its presentation in this proxy statement, having presented the TSR of the Russell 2000 index in its proxy statement for the 2024 annual meeting. The Company selected S&P 600 Industrials index as the peer group for comparison as it believes the companies included in that index are more comparable to Enerpac than those included in the broader Russell 2000 index and the S&P 600 Industrials index is the index used in determining relative TSR under the Company’s Performance Share awards. The new peer group aligns with SEC guidance for an industry-specific benchmarking. The following table presents the Company’s TSR with the TSR for the companies included in each of the S&P 600 Industrials index and Russell 2000 index for each of the fiscal years presented in the table:

  62. PAY VERSUS PERFORMANCE

    | Fiscal Year | Enerpac TSR ($) | Peer Group Total Shareholder Return (S&P 600 Industrial Index) ($) | Peer Group Total Shareholder Return (Russell 2000 Index) ($) | | 2024 | 199.74 | 205.11 | 149.74 | | 2023 | 126.71 | 162.50 | 126.40 | | 2022 | 93.64 | 134.30 | 120.78 | | 2021 | 121.22 | 144.79 | 147.08 |

  63. PAY VERSUS PERFORMANCE

    (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.

  64. NON-EMPLOYEE DIRECTOR COMPENSATION

    NON-EMPLOYEE DIRECTOR COMPENSATION In fiscal 2024, directors who are not employees of the Company were paid an annual cash retainer of $70,000 for serving on the Board of Directors. Directors are also reimbursed for expenses incurred in connection with attendance at meetings. Directors were paid the following additional cash fees for serving on committees:

  65. 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 |

  66. 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. The annual retainer and fee are paid in one installment shortly following the commencement of a director’s term. In prior years, the annual retainer and fee were paid in quarterly installments. As a result of this change occurring after the first quarterly payment was made in fiscal 2024, the table below reflects a quarterly payment of the retainer and fee for each director’s service for the first fiscal quarter of 2024 and the annual retainer paid shortly following the 2024 annual meeting of shareholders for the director’s service from such annual meeting (which occurred in the Company’s second quarter of fiscal 2024) to the Meeting to be held in 2025. 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 2024 was in the form of restricted stock units. Non-employee directors annually receive restricted stock units having a value upon grant of approximately $120,000, with the Chair receiving an additional restricted stock units having a grant date value of approximately $100,000 for the additional services required of the position. 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. For their service commencing with the annual meeting of shareholders held in January 2024, each then-current non-employee director was granted 3,785 restricted stock units, except for the Chair, who received 6,940 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 fiscal 2024 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.

  67. 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 | 87,500 | 31,250 | — | 119,984 | 238,734 | — | 3,785 | | Judy L. Altmaier | 87,500 | 31,250 | — | 119,984 | 238,734 | — | 3,785 | | J. Palmer Clarkson | 87,500 | 25,000 | — | 119,984 | 232,484 | — | 3,785 | | Danny L. Cunningham | 87,500 | 31,250 | 18,750 | 119,984 | 257,484 | 2,930 | 3,785 | | E. James Ferland, Jr. | 87,500 | 12,500 | 12,500 | 219,998 | 332,498 | 9,092 | 6,940 | | Colleen M. Healy | 87,500 | 31,250 | — | 119,984 | 238,734 | — | 3,785 | | Richard D. Holder | 87,500 | 31,250 | 15,000 | 119,984 | 253,734 | — | 3,785 | | Lynn C. Minella | 87,500 | 25,000 | — | 119,984 | 232,484 | — | 3,785 | | Sidney S. Simmons | 87,500 | 31,250 | — | 119,984 | 238,734 | — | 3,785 |

  68. 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 $350,000). The compliance period to achieve the ownership requirement is three years from the date of joining the board. As of August 31, 2024, all directors either have met the target ownership level, or are within the three-year compliance period. 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 2024, Messrs. Cunningham, Ferland and Simmons and Ms. Minella participated in the Outside Directors’ Deferred Compensation Plan.