DEF 14A of Albany International Corp /De/, Mar 28, 2024

DEF 14A of Albany International Corp /De/

Filed Mar 28, 2024 · FY20230000819793-24-000021

Open on EDGAR

  1. DIRECTOR NOMINEES

    DIRECTOR NOMINEES

  2. DIRECTOR NOMINEES

    | Name | Age | Director Since | Experience | Committee Membership | Other Public Company Boards | | John R. Scannell | 60 | 2012 | Former Chief Executive Officer of Moog, Inc.; current Chairman of the Board of Moog, Inc. | Compensation | Moog, Inc., M&T Bank (retiring) | | Katharine L. Plourde | 72 | 2013 | Former principal and analyst at investment banking firm Donaldson, Lufkin & Jenrette, Inc. | Governance (Chair), Audit | | | Kenneth W. Krueger | 67 | 2016 | Former interim President and Chief Executive Officer of Manitowoc Company, Inc.; former Chief Operating Officer of Bucyrus International, Inc. | Audit (Chair), Governance | Manitowoc Company, Inc., Douglas Dynamics, LLC | | Mark J. Murphy | 56 | 2019 | Chief Financial Officer of Micron Technology, Inc.; former CFO, Qorvo, Inc.; former CFO, Delphi Automotive, PLC; former President, Praxair Surface Technologies | Governance, Audit | | | J. Michael McQuade | 68 | 2020 | Strategic advisor to the President, Carnegie Mellon University; former Vice President for Research at Carnegie Mellon University; former Senior Vice President, Science & Technology at United Technologies Company | Compensation (Chair), Governance | | | Christina M. Alvord | 56 | 2022 | Former President, Southern and Gulf Coast Division, Vulcan Materials Company; former President, Middle River Aircraft Systems (GE Aviation) | Compensation, Audit | Apogee Enterprises, Piedmont Lithium | | Russell E. Toney | 54 | 2022 | President, Nortek Air Solutions; former President, Specialty Products Group, Dover Corporation | Compensation, Audit | | | Gunnar Kleveland | 54 | 2023 | President & Chief Executive Officer of Albany International Corp.; former President and Chief Executive Officer of Textron Specialized Vehicles Inc.; former President of TRU Simulation + Training Inc. | | | | Bonnie C. Lind | 65 | 2024 | Former Sr. Vice President, CFO & Treasurer of Neenah Inc.; former Assistant Treasurer of Kimberly-Clark Corporation | Audit | Hubbell Incorporated, Mission Produce |

  3. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS All of the members of the Board of Directors are elected annually to serve until the next Annual Meeting of Stockholders and until their successors are elected and qualified. Pursuant to our By Laws, the Board of Directors may increase or decrease the number of directors from time to time, but not to fewer than three. The Board of Directors has determined that, until further action by the Board, the number of directors of the Company, from and after the time of the 2024 Annual Meeting of Stockholders, shall be nine. Accordingly, the number of directors to be elected at the 2024 Annual Meeting of Stockholders is nine. The Board of Directors has nominated for election the nine persons listed below. All of the nominees are currently serving as directors. Unless otherwise specified on the proxy, the shares represented by a proxy in the accompanying form will be voted for the election of the nine persons listed below. If, at the time of the meeting, any nominee is unable, or for good cause unwilling, to serve, which event is not anticipated, the shares will be voted for a substitute nominee proposed by the Board of Directors, unless the Board reduces the number of directors. The biographical sketches of each nominee below highlight some of the specific experience, qualifications, attributes or skills that contributed to his or her selection by the Board.

  4. ELECTION OF DIRECTORS

    | Age: 60 Director Since: 2012 Chairman Since: 2024 | JOHN R. SCANNELL John R. Scannell was appointed Chairman in February 2024. Mr. Scannell also serves as Chairman of Moog, Inc., a worldwide designer, manufacturer, and integrator of high-performance precision motion and fluid control systems for a broad range of applications. He has held that position since January 2014. He served as CEO of Moog, Inc. from 2011 to his retirement in 2023. Mr. Scannell joined Moog as an Engineering Manager of Moog Ireland and later became Operations Manager of Moog GmbH in Germany. He became the General Manager of Moog Ireland, and moved to the Aircraft Group in East Aurora, New York, as the Boeing 787 Program Manager. He was subsequently named Moog's Director of Contracts and Pricing. Mr. Scannell was elected Vice President of Moog in 2005 and Chief Financial Officer in 2007, a position he held until December 2010, at which time he was appointed President and Chief Operating Officer. In December 2011, he was named Moog's Chief Executive Officer. Mr. Scannell also currently serves on the Board of M&T Bank, but has chosen not to stand for re-election. Mr. Scannell's range of management experience in engineering, operations management, contracts, and finance, along with his in-depth knowledge of aerospace markets, products, and technologies, make him highly qualified to serve as a director. In addition to an M.B.A. from Harvard Business School, Mr. Scannell holds B.S. and M.S. degrees in Electrical Engineering from University College Cork, Ireland. | | Age: 72 Director Since: 2013 | KATHARINE L. PLOURDE Katharine L. Plourde is currently engaged in private investing and previously was a principal and analyst at the investment banking firm Donaldson, Lufkin & Jenrette. She previously served as a director of Pall Corporation, a global provider of filtration, separation and purification products and systems, and of OM Group Inc. (OMG), a provider of specialty chemicals, advanced materials and technologies. She also previously served as lead independent director of OMG and on the audit committees of OMG and Pall. She has also served on the board of directors of Evercore Equity Fund, a mutual fund, since November 2014. Ms. Plourde brings significant analytical and financial expertise to the Board in a number of critical areas, including investor relations, financial reporting, accounting, corporate finance, and capital markets. Ms. Plourde's years of service on the nominating/governance committees at Pall and OMG have also given her significant Board governance experience, and contributed to her expertise on governance issues generally. |

  5. ELECTION OF DIRECTORS

    | Age: 67 Director Since: 2016 | KENNETH W. KRUEGER Kenneth W. Krueger currently serves as the Chairman of the Board of Manitowoc Company, Inc. He has been a member of the Manitowoc Board of Directors since 2004. From October 2015 until March 2016, he also served as Manitowoc's interim President and CEO. Prior to that, Mr. Krueger served as Chief Operating Officer of Bucyrus International, Inc., a global manufacturer of mining equipment, having previously served as Executive Vice President. Mr. Krueger also served as Senior Vice President and Chief Financial Officer of A.O. Smith Corp., a global manufacturer of water heating and treatment systems, and as Vice President, Finance and Planning for the Hydraulics, Semiconductor and Specialty Controls business segment of Eaton Corporation. Mr. Krueger has served as a director of Douglas Dynamics, Inc. since 2012, where he is currently chair of the audit committee and also serves on the compensation and nominating and governance committees. Mr. Krueger's contributions to the Company's Board include his experience as a chief operating officer, chief executive officer and chairman of a public company, his board experience at other public companies, and his prior treasury and financial reporting experience. | | Age: 56 Director Since: 2019 | MARK J. MURPHY Mark J. Murphy is the Chief Financial Officer of Micron Technology, Inc., a world leader in innovative memory and storage solutions. Mr. Murphy joined Micron as CFO in April 2022 and is responsible for all financial functions including tax, treasury, internal audit and investor relations. From June 2016 until joining Micron, Mr. Murphy was the Chief Financial Officer of Qorvo, Inc., a leading provider of wireless and wired connectivity solutions, where he was responsible for all financial functions, information technology and corporate strategy. He was previously Executive Vice President and CFO of Delphi Automotive, PLC, a supplier of advanced technologies to the automotive industry. Mr. Murphy joined Delphi from Praxair, Inc., a global industrial gas supplier, where he was president of the U.S. Industrial Gases business, and before that, President of Praxair's Surface Technologies and Electronic Materials division. He previously served as Senior Vice President and CFO of MEMC Electronic Materials, Inc., Corporate Controller of Praxair, President of Praxair's Electronics division and Vice President of Finance for Praxair Asia based in Shanghai. Earlier in his career, he served as an officer in the United States Marine Corps. Mr. Murphy's experience as a CFO and general manager in high technology industrial businesses, including those serving aerospace and advanced materials markets, and his extensive experience working in Asia and Europe make him qualified to serve as a director. | | Age: 68 Director Since: 2020 | J. MICHAEL McQUADE J. Michael McQuade is a Strategic Advisor to the President at Carnegie Mellon University, a private, global research university in Pittsburgh, Pennsylvania. Until July 2021, he was the Vice President for Research at the University. He served on the Defense Innovation Board of the United States Department of Defense from 2016 to 2021, the President's Council of Advisors on Science and Technology from 2013 to 2018, and the Secretary of Energy's Advisory Board from 2008 to 2016. He also served as Senior Vice President, Science & Technology at United Technologies Company which, prior to its merger with Raytheon Technologies Company, was a diversified company with extensive aerospace operations. Dr. McQuade also held positions as Vice President of 3M Medical Business Unit and President, Kodak Health Imaging Business Unit and Senior Vice President, Eastman Kodak. Dr. McQuade holds B.S., M.S., and Ph.D. degrees from Carnegie Mellon University. His extensive background in research and development, program management, and innovation are valuable attributes for oversight of the Company’s research and development operations as well as its Albany Engineered Composites segment, which seeks to grow as a key supplier to customers in the aerospace industry. |

  6. ELECTION OF DIRECTORS

    | Age: 56 Director Since: 2022 | CHRISTINA M. ALVORD Christina M. Alvord has been a director of the Company since February 2022. From 2016 to 2021 she served in various roles at Vulcan Materials Company, including President, Southern and Gulf Coast Division, President, Central Division, and Vice President, Performance Improvement. Prior to 2016, Ms. Alvord held various technical and executive leadership positions at the GE Aviation unit of General Electric Company, including General Manager, Turbine Airfoils Center of Excellence, President, Unison Industries, and President, Middle River Aircraft Systems. Ms. Alvord holds a B.S. degree in Political Science, and a B.S. and M.S. degree in Mechanical Engineering, all from Massachusetts Institute of Technology, and an M.B.A. from Harvard Business School. She currently serves on the board of directors of Apogee Enterprises and Piedmont Lithium, Inc. Her significant experience in leadership positions in a manufacturing environment and her knowledge of the aerospace industry make her highly qualified to serve as a director and will be valuable attributes contributing to the growth of the Company’s Albany Engineered Composites business segment. | | Age: 54 Director Since: 2022 | RUSSELL E. TONEY Russell E. Toney has been a director of the Company since March 2022. Since March 2023 he has been President of Nortek Air Solutions, a leading manufacturer of custom air handling solutions for commercial, industrial and educational facilities. From 2018 to 2023 he was President, Specialty Products Group at Dover Corporation, a diversified global manufacturing company. Prior to that he served as Dover’s Senior Vice President, Global Sourcing, where he also had responsibility for its Global Innovation center in India. Before joining Dover, Mr. Toney spent 13 years at General Electric Company where he held various sales and leadership positions in GE Plastics, as well as supply chain and commercial leadership roles in GE Energy. Prior to that, he was a strategy consultant with The Boston Consulting Group and worked in engineering and manufacturing roles at The Procter & Gamble Company. Mr. Toney holds a B.S. degree in Chemical Engineering from the University of Dayton and an M.B.A. from the Darden Graduate School of Business Administration at the University of Virginia. His experience in sales, operations, supply chain, and strategic consulting, as well as his engineering background, provide significant insight, making him highly qualified to serve as a director. | | Age: 54 Director Since: 2023 | GUNNAR KLEVELAND Gunnar Kleveland joined the Company in September 2023 as President and Chief Executive Officer. Prior to joining the Company, Mr. Kleveland served as President and Chief Executive Officer of Textron Specialized Vehicles Inc., a leading manufacturer of vehicle brands in the golf, industrial, powersports and aviation industries. He also served as the President of TRU Simulation + Training Inc., Executive Vice President of Integrated Operations for Bell Helicopter Textron Inc., and Vice President of Supply Chain Management at Bell Helicopter Textron Inc. Prior to joining Textron in 2004, Mr. Kleveland was a fighter pilot in the Royal Norwegian Air Force (RNoAF) and finished his 15-year career in the air force as the Chief of Flight Safety. In addition to training through the RNoAF academy, Mr. Kleveland holds a B.S. degree in Professional Aeronautics from Embry-Riddle Aeronautical University and an M.B.A. from Midwestern State University in Texas. Mr. Kleveland’s professional background as a president and chief executive officer, as well as his prior experience with Textron and the RNoAF, provides the Board with valuable perspective on the aerospace and defense industries, as well as manufacturing, operational, supply chain and international experience. |

  7. ELECTION OF DIRECTORS

    | Age: 65 Director Since: 2024 | BONNIE C. LIND Bonnie C. Lind served as Sr. Vice President, CFO & Treasurer of Neenah Inc. following its spinoff from Kimberly-Clark Corporation in 2004 until her retirement in October 2020. Prior to that, she held a number of increasingly senior financial and operational positions within Kimberly-Clark Corporation, culminating in Assistant Treasurer. Ms. Lind is currently a Director at Hubbell Incorporated, where she is Chair of its Audit Committee and a member of its Corporate Governance Committee, as well as a Director of Mission Produce, where she is Chair of the Audit Committee and member of the Nominating/Governance Committee. She previously served on the Boards of US Silica, Federal Signal and Empire District Electric Company. Ms. Lind holds a Bachelor of Business Administration (Finance) degree with honors from the University of Georgia. Ms. Lind's experience as a CFO, and particular experience in the paper industry, coupled with significant board experience at other public companies, make her highly qualified to serve on the Company's Board of Directors. |

  8. ELECTION OF DIRECTORS

    The table below summarizes the key experience, qualifications and attributes for each director nominee and highlights the balanced mix of experience, qualifications and attributes of the Board as a whole. This high-level summary is not intended to be an exhaustive list of each director nominee’s skills or contributions to the Board.

  9. ELECTION OF DIRECTORS

    | | Industry Experience | Public Company Board Experience | Senior Leadership Experience | Finance / Capital Allocation | International Experience | Government and Public Policy | Gender, Ethnic or National Diversity | | John R. Scannell | • | • | • | • | • | | • | | Katharine L. Plourde | | • | | • | | | • | | Kenneth W. Krueger | | • | • | • | • | | | | Mark J. Murphy | • | • | • | • | • | • | | | J. Michael McQuade | • | | • | | • | • | | | Christina M. Alvord | • | • | • | • | | • | • | | Russell E. Toney | • | | • | • | • | | • | | Gunnar Kleveland | • | | • | • | • | | • | | Bonnie C. Lind | • | • | • | • | • | | • |

  10. ELECTION OF DIRECTORS

    THE BOARD OF DIRECTORS RECOMMENDS

  11. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION It is the goal of the Company to set directors' fees at a competitive level that will enable the Company to attract and retain talented, well-qualified directors. Effective January 2024, the Board, upon the recommendation of the Compensation Committee, and based on benchmark data provided by compensation consultant Pearl Meyer & Partners, approved the following compensation for directors:

  12. DIRECTOR COMPENSATION

    | Annual Cash Retainer | $85,000 | | Additional Annual Cash Retainer for Chairman of the Board | $100,000 | | Additional Annual Cash Retainer for Vice Chairman of the Board | $35,000 | | Additional Annual Cash Retainer for Audit Committee Chair | $22,000 | | Additional Annual Cash Retainer for Compensation Committee Chair | $15,000 | | Additional Annual Cash Retainer for Governance Committee Chair | $12,000 | | Additional Annual Cash Retainer for Audit Committee Member | $12,000 | | Additional Annual Cash Retainer for Compensation Committee Member | $7,500 | | Additional Annual Cash Retainer for Governance Committee Member | $7,000 | | Annual Equity Grant in the form of Class A Common Stock | $135,000 |

  13. DIRECTOR COMPENSATION

    Directors serving for only a portion of the year receive a pro-rated portion of their applicable compensation. Cash retainer fees are paid in four equal quarterly installments; the annual equity grant is paid shortly after the date of the Annual Meeting of Stockholders to each member who served on the Board during the year in which the meeting was held. A director whose final term ends at the Annual Meeting, or any director first elected at the Annual Meeting, receives one-half of the share retainer; directors elected otherwise than at an Annual Meeting receive a pro-rated portion of the equity grant at the time of appointment. All directors are reimbursed for expenses incurred in connection with such services. In addition, the Company provides travel and liability insurance to all directors. During 2023, the Board created a Special Committee (consisting of Directors Plourde, Krueger and Scannell) of disinterested directors to search for, vet, and make recommendations to the Board regarding a CEO successor to Mr. Higgins. Members of the Special Committee during 2023 each were reimbursed for his or her reasonable out-of-pocket expenses, received a stipend of $5,000, and received fees of $1,000 for each meeting attended in person, $750 for each meeting attended by telephone, and $1,500 for each day spent on Special Committee business. Other directors requested to meet and interview a CEO candidate at the request of the Special Committee each were reimbursed for his or her reasonable out-of-pocket expenses and were compensated at the rate of $1,500 per day for each day of work performed at the request of the Special Committee in furtherance of its duties. Director Pension. Each person who was a member of the Board of Directors on January 12, 2005, who was elected as a director prior to August 9, 2000, and who is not eligible to receive a pension under any other Company retirement program is, following (i) the termination of his or her service as a director and (ii) the attainment by such director of the age of 65, entitled to receive an annual pension in the amount of $20,000, payable in quarterly installments until the earlier of (a) the expiration of a period equal to the number of full years that such person served as a director prior to May 31, 2001, or (b) the death of such person. Retiring Director Kailbourne is the only current director so eligible. None of the Company's director nominees are eligible for a pension. Share Ownership Guidelines. The Board has adopted share ownership guidelines for its members. Under these guidelines, directors are generally expected to retain ownership of shares of Common Stock awarded or acquired until an ownership equal to three (3) times the annual cash and stock retainer is attained. Meeting and Other Fees. Since May 2018, other than with regard to Special Committees, directors have not received any additional fees for attendance at meetings. However, beginning January 1, 2024, directors will receive a payment of $1,500 for each day that the director is engaged in Company business (other than attendance at Board or Committee meetings) at the request of the Chairman of the Board, the CEO or a Committee Chair.

  14. Director 2023 Compensation Earned

    | Name | Earned or Paid in Cash ($) | Stock Awards (1) ($) | Option Awards ($) | Nonequity Incentive Plan Compensation ($) | Deferred Compensation Earnings ($) | All Other Compensation | Total ($) | | Erland E. Kailbourne | 103,306 | 169,944 | — | — | (63)(2) | — | 273,187 | | A. William Higgins | 83 | 64,917 | | | — | — | 65,000 | | John R. Scannell | 116,034 | 119,966 | — | — | — | — | 236,000 | | Katherine L. Plourde | 131,785 | 119,966 | — | — | — | — | 251,750 | | Kenneth W. Krueger | 137,534 | 119,966 | — | — | — | — | 257,500 | | Mark J. Murphy | 95,534 | 119,966 | — | — | — | — | 215,500 | | J. Michael McQuade | 21,567 | 194,933 | — | — | — | — | 216,500 | | Christina M. Alvord | 91,534 | 119,966 | — | — | — | — | 211,500 | | Russell E. Toney | 90,534 | 119,966 | — | — | — | — | 210,500 |

  15. Compensation Philosophy and Objectives

    Compensation Philosophy and Objectives The Compensation Committee strongly believes in pay for performance. The principal objectives of the Company's executive compensation program are to: •Enable the Company to attract and retain talented, well-qualified, experienced, and highly motivated executives whose performance will substantially enhance the Company’s performance; •Reinforce the Company’s strategic objectives and core values; •Align executive pay results with the Company’s performance results both in terms of short-term financial performance and long-term shareholder value creation, while not encouraging excessive risk taking; and •Reflect sound governance principles and best practices. To further these objectives, the Company: •Targets total direct compensation opportunities near the market median, with other relevant factors also being considered when making pay determinations (e.g., experience, growth potential, internal equity, succession planning, etc.); •Provides a higher portion of target total compensation in the form of variable incentives than fixed base salary, such that actual compensation earned by our executives increases or decreases based on Company performance and shareholder value; •Utilizes both short-term and long-term incentives to appropriately balance the achievement of annual operating plans, multi-year financial objectives, and long-term shareholder value creation; •Evaluates performance measures, weights, and goals annually to ensure alignment with the Company’s business strategy and performance expectations, which evolve as the operating environment and business mix change; and •Denominates and settles long-term incentive awards in Company stock and requires executives to achieve and maintain a minimum level of stock ownership and prohibit the selling of shares (net of taxes) until the minimum ownership level is attained.

  16. Other Compensation Policies and Considerations

    Other Compensation Policies and Considerations Timing of Awards and Grants Base salary increases are determined by the Committee at its first meeting after completion of the fiscal year when all relevant data is available. This meeting typically occurs in February, with increases becoming effective in April. The Committee also typically approves Performance Award grants, annual cash incentive bonuses, the amount of the Company's profit-sharing contribution, and Performance Phantom Stock grants at this meeting. The Effect of Prior or Accumulated Compensation When considering each element of compensation, the Committee reviews historic compensation summaries for each executive officer and other members of the senior management team. These summaries show all material elements of annual and long-term compensation actually earned by each executive in the immediate prior year and, depending on the executive's length of service, several years prior thereto. They also show the outstanding balances of RSU or Phantom Stock grants and any equity-based awards, and the unrealized gains on those balances. The Committee considers this information before approving new Performance Awards, base salary increases, or final annual cash incentive bonuses for the prior year. These summaries are used to determine how effectively past compensation practices satisfy the Committee's objectives. Although these summaries provide insight into an executive's accumulated compensation, it is the Committee's view that neither the historical data nor any perceived wealth accumulation justifies a change in either the Committee's current compensation philosophy or the elements of compensation employed. It is the Committee's belief that an executive's accumulated compensation is the result of his or her achievement of a series of objectives over time. Furthermore, it is the Company's view that the effect of such accumulated compensation is not sufficient to call into question the Committee's objective of compensating individuals based on their individual importance to the Company in achieving strategic objectives. The Committee views “realizable” future compensation as having been earned by the employee based on past employment and performance. As a result, such “realizable” future compensation has generally had little, if any, bearing on the amount or timing of new compensation approved or awarded. The Committee does not believe that the compensation paid to its executives, including the NEOs, or any individual element of that compensation, is lavish or extraordinary. Independence of Compensation Consultant and Identity of Benchmarking Group For its 2023 benchmarking and comparative compensation analysis, the Committee again retained the services of Pearl Meyer. The Committee has used the services of Pearl Meyer since 2010. The Company paid Pearl Meyer $121,490 for services during 2023, including such benchmarking and comparative compensation analysis. The Committee routinely assesses the independence of Pearl Meyer using criteria established by the New York Stock Exchange and has consistently determined them to be independent. For 2023, Pearl Meyer benchmarked individual compensation against a peer group of companies approved by the Committee in May 2022. The peer group consisted of 19 publicly-traded U.S. companies (identified below) in the same or related industries with comparable revenues, employees, and international operations. The benchmarking data used was derived from proxy statements filed by these companies prior to 2022, which explains why the list may, from time to time, contain companies that are no longer publicly traded. The peer group of comparable publicly traded U.S. companies consisted of the following:

  17. Structuring the 2023 Compensation Program — Pay for Performance

    Structuring the 2023 Compensation Program — Pay for Performance The first step to determining 2023 compensation for NEOs was to establish a total direct compensation target for each executive. The Committee considers benchmarking data as well as the executive's past performance and his or her individual importance to the Company when establishing such targets. The Committee considers the total direct compensation target and base salary paid to similarly-situated executives at companies included in its benchmarking group (see page 29). It also notes the mean and median compensation paid to executives in the benchmarking group and compares those amounts to the amounts awarded to the Company's own executives in prior years. Once total direct compensation targets are established, the Committee selects the compensation elements to be used, and allocates the targeted compensation among the selected components. In making these determinations, the Committee reviews the mix of the compensation paid to executives in the benchmarking group, focusing on long-term and short-term compensation, fixed and variable components, and the ratio of earned compensation paid as equity or cash. The Committee determined that the 2023 total direct compensation target opportunities for NEOs would be paid as base salary, and through short-term and long-term incentive compensation awards. The Committee then allocated how much of the total direct compensation target would be allocated to each component based on benchmarking data, internal equity and other considerations. After the total direct compensation target was allocated among these components, the Committee established the performance measurement metrics and goals against which each NEO's performance would be judged to determine how much of the incentive compensation, if any, would be earned by that NEO at the end of 2023. Lastly, the Committee determined the form in which each component should be paid, if earned. Base salary and the short–term incentive award were both established as cash compensation, while long-term performance incentive awards were determined to be payable in equity.

  18. 2023 NEO Compensation Opportunities

    Lastly, the Committee determined the proper allocation between stock and cash for the performance awards and RSU grants. For 2023, the MPP Performance Award allocation was 100% stock, and a distinct target share opportunity was identified. Similarly, since the RSUs are settled in shares, a distinct share amount was also established. Moreover, since the MPP Performance Award and the RSU grant were each intended to represent fifty percent (50%) of each senior executive’s long-term incentive, the share grant amounts were equal. The grant date share price was used to determine the actual number of shares granted in the RSU award and the actual number of shares for the MPP Performance Award stock target. For the APP Performance Award, the allocation was 100% cash, and a target dollar amount was identified in the award agreement. The following table sets forth the target opportunities established for each of the NEOs for the MPP Performance Award and the APP Performance Award, and the number of shares granted in the RSU Award.

  19. 2023 NEO Compensation Opportunities

    | | APP | MPP | | | NEO | Opportunity Cash | Opportunity Shares | RSU Shares granted | | A. William Higgins | $1,200,000 | 11,842 | 11,842 | | Gunnar Kleveland | $300,000 | 7,500 | 7,500 | | Stephen Nolan | $398,668 | 0 | 4,215 | | Robert Starr | $399,000 | 8,158 | 8,158 | | Daniel Halftermeyer | $359,898 | 4,059 | 4,059 | | Greg Harwell | $385,140 | 3,547 | 3,547 | | Joseph Gaug | $282,171 | 2,142 | 2,142 |

  20. Performance Award Metrics and Goals

    | Higgins, Kleveland, Nolan, Starr & Gaug | | | | Performance Metrics | Weight | | | 1. 2023 AIN Adjusted EBITDA | 80% | | | 2. AIN TRIR | 10% | | | 3. AIN Compliance/Control Failures | 5% | | | 4. AIN Compliance/Controls Testing | 5% | | | Halftermeyer | | | | Performance Metrics | | Weight | | 1. 2023 MC Adjusted EBITDA | | 80% | | 2. AIN TRIR | | 10% | | 3. MC Compliance/Control Failures | | 5% | | 4. MC Compliance/Controls Testing | | 5% | | Harwell | | | | Performance Metrics | | Weight | | 1. 2023 AEC Adjusted EBITDA | | 80% | | 2. AIN TRIR | | 10% | | 3. AEC Compliance/Control Failures | | 5% | | 4. AEC Compliance/Controls Testing | | 5% |

  21. Achievement of Goals and Awards Earned

    Mr. Higgins' 2023 APP Performance Award was paid at target upon his retirement from the Company on September 1, 2023. Mr. Nolan forfeited his 2023 APP Performance Award in its entirety upon his voluntary resignation from the Company during 2023. It should be noted, that the 2023 APP Performance Awards for Messrs. Kleveland, Starr and Gaug provided that their final performance achievement percentage could not be higher than the greater of the Performance Percentages achieved by either the President – Global MC or the AEC Group President under their Annual Performance Bonus Agreements for 2023. Thus, Messrs. Kleveland, Starr and Gaug's achievement levels were capped at 165.9%. Additionally, in accordance with the terms of the award agreements, a portion of the RSUs granted to each of the NEOs as part of their 2023 long-term incentives vested and became payable in March 2024. One-third of each NEO’s target vested and was paid in shares. The number of shares paid to each NEO is set forth in the following table:

  22. Achievement of Goals and Awards Earned

    These shares were in addition to any shares that vested under RSU grants made in prior years. All outstanding RSUs granted to Mr. Higgins as part of his 2021, 2022 and 2023 long term incentive awards became payable at his retirement on September 1, 2023. Mr. Nolan did not receive a RSU payout for 2023 as all unvested RSUs from prior grants were forfeited upon Mr. Nolan's voluntary resignation from the Company pursuant to the terms of the applicable RSU Award Agreements. The performance period for MPP Performance Awards granted in 2023 runs through December 31, 2025. The Company considers compensation earned under an MPP Performance Award to have been earned over the entirety of the performance period. However, 2023 was also the final year of the three-year performance period for MPP Performance Awards granted in 2021. The performance measurement metrics for each of the NEOs in the 2021 MPP Performance Awards and the percentage that each metric counted toward overall performance were as follows: The threshold, target and maximum goals for the metrics are presented in the subsequent table.

  23. Summary Compensation Table

    Summary Compensation Table The following table sets forth information concerning the compensation of the Named Executive Officers for 2021, 2022 and 2023.

  24. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus(1) ($) | Stock Awards(2) ($) | Option Awards(3) ($) | Nonequity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(4) ($) | All Other Compensation ($) | | Total | | A. William Higgins, Former President and CEO | 2023 | $672,917 | — | $2,400,000 | — | $1,200,000(5) | — | $27,732 | (6) | $4,300,649 | | | 2022 | $931,250 | — | $2,200,000 | — | $1,486,111(7) | — | $43,121 | (8) | $4,660,482 | | | 2021 | $868,750 | — | $2,000,000 | — | $1,838,475(9) | — | $18,486 | (10) | $4,725,711 | | Gunnar Kleveland, President and CEO | 2023 | $300,000 | — | $3,300,000 | — | $507,480(11) | — | $139,669 | (12) | $4,247,149 | | Stephen Nolan, Former Chief Financial Officer | 2023 | $149,393 | — | $427,106 | — | $—(13) | — | $8,438 | (14) | $584,937 | | | 2022 | $545,000 | — | $817,500 | — | $619,232(15) | — | $11,704 | (16) | $1,993,436 | | | 2021 | $545,000 | — | $790,250 | — | $765,063(17) | — | $14,647 | (18) | $2,114,960 | | Robert Starr, Chief Financial Officer | 2023 | $412,885 | — | $1,454,898 | — | $507,214(19) | — | $80,939 | (20) | $2,455,936 | | Daniel Halftermeyer, President, Machine Clothing | 2023 | $787,588(21) | — | $2,322,624 | — | $597,071(22) | $50,064 | $226,732 | (21,23) | $3,984,079 | | | 2022 | $672,071(24) | — | $738,000 | — | $549,318(25) | $11,310 | $200,240 | (24,26) | $2,170,939 | | | 2021 | $701,486(27) | — | $526,440 | — | $524,275(28) | $38,429 | $198,190 | (27,29) | $1,988,820 | | Greg Harwell, President, Albany Engineered Composites | 2023 | $507,640 | — | $2,218,928 | — | $533,008(30) | — | $22,988 | (31) | $3,282,564 | | | 2022 | $490,000 | — | $637,000 | — | $546,159(32) | — | $19,397 | (33) | $1,692,556 | | | 2021 | $490,000 | — | $588,000 | — | $596,415(34) | — | $15,476 | (35) | $1,689,891 | | Joseph Gaug, VP - General Counsel & Secretary | 2023 | $428,942 | — | $434,109 | — | $480,207(36) | — | $21,523 | (37) | $1,364,781 | | | 2022 | $408,516 | — | $330,750 | — | $439,368(38) | — | $19,209 | (39) | $1,197,843 | | | 2021 | $398,062 | — | $275,625 | — | $478,194(40) | — | $15,284 | (41) | $1,167,165 |

  25. Summary Compensation Table

    | (1) The figure provided represents the Annual Incentive Plan bonus earned, or any additional discretionary bonus awarded, during that year, if any, for performance during that year, but which was actually paid in the subsequent year. |

  26. Summary Compensation Table

    | (2) The figure provided for each year represents the grant date fair value, in dollars, of (a) the target share amounts contained in any Performance Awards granted during that year under the 2017 or 2023 Incentive Plans, (b) all Restricted Stock Units granted in that year under the Company’s Restricted Stock Unit Plan, and (c) all Performance Phantom Stock granted in that year under the Company’s Performance Stock Plan. In all cases, the total presented is the aggregate grant date fair value computed in accordance with FASB ASC Item 718. | | (3) No options have been granted since 2002. | | (4) The figure provided for each year, if any, represents the aggregate change in the actuarial present value of each NEO’s (except Mr. Halftermeyer’s) accumulated benefit under all defined benefit and actuarial pension plans (including supplemental plans) from the prior year. The change is calculated between the pension plan measurement dates used by the Company for financial statement reporting purposes in each year. The figure also reflects any changes in actuarial assumptions. Reference is made to Note 4 of the Notes to Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 for a discussion of these assumptions. The figure provided for Mr. Halftermeyer represents the change in present value of the private pension purchased for Mr. Halftermeyer through a Swiss insurance company in accordance with Swiss law (see footnote 4 to the “Pension Benefits” table on pp. 45). There were no above-market or preferential earnings during 2021, 2022 or 2023 for any of the NEOs under any deferred compensation plans. | | (5) The figure provided represents the actual cash award received relative to the officer's APP Performance Award granted under the 2017 Incentive Plan, earned and paid during 2023. | | (6) Includes (a) Company-matching contributions of $13,000 to the officer’s account under the Company’s ProsperityPlus 401(k) defined contribution plan and (b) a premium of $14,732 paid by the Company with respect to life or other insurance for the benefit of the officer or beneficiaries designated by the officer. | | (7) Includes (a) profit-sharing of $10,736 under the Company’s U.S. profit-sharing plan and (b) $1,475,375, the actual cash award received relative to his APP Performance Award granted under the 2017 Incentive Plan, in each case earned during 2022 and paid during 2023. | | (8) Includes (a) Company-matching contributions of $13,937 to the officer’s account under the Company’s ProsperityPlus 401(k) defined contribution plan; (b) a premium of $11,484 paid by the Company with respect to life or other insurance for the benefit of the officer or beneficiaries designated by the officer; and (c) relocation expenses of $17,700. | | (9) Includes (a) profit-sharing of $11,600 under the Company’s U.S. profit-sharing plan and (b) $1,826,875, the actual cash award received relative to his APP Performance Award granted under the 2017 Incentive Plan, in each case earned during 2021 and paid during 2022. | | (10) Includes (a) Company-matching contributions of $14,250 to the officer’s account under the Company’s ProsperityPlus 401(k) defined contribution plan; (b) a premium of $1,494 paid by the Company with respect to life or other insurance for the benefit of the officer or beneficiaries designated by the officer; (c) relocation expenses of $1,685 and (d) a taxable award of $1,057. | | (11) Includes (a) profit-sharing of $9,780 under the Company's U.S. profit-sharing plan and (b) $497,700, the actual cash award received relative to the officer's APP Performance Award granted under the 2023 Incentive Plan, in each case earned during 2023 and paid during 2024. | | (12) Includes (a) a premium of $1,334 paid by the Company with respect to life or other insurance for the benefit of the officer or beneficiaries designated by the officer and (b) relocation expenses of $138,335. | | (13) The officer did not receive profit-sharing under the Company's U.S. profit-sharing plan or earn a cash award relative to his APP Performance Award as a result of the officer's voluntary separation from the Company during 2023. | | (14) Includes (a) Company-matching contributions of $7,470 to the officer's account under the Company's ProsperityPlus 401(k) defined contribution plan and (b) a premium of $968 paid by the Company with respect to life or other insurance for the benefit of the officer or beneficiaries designated by the officer. | | (15) Includes (a) profit-sharing of $10,736 under the Company’s U.S. profit-sharing plan and (b) $608,496 the actual cash award received relative to his APP Performance Award granted under the 2017 Incentive Plan, in each case earned during 2022 and paid during 2023. | | (16) Includes (a) Company-matching contributions of $11,417 to the officer’s account under the Company’s ProsperityPlus 401(k) defined contribution plan; and (b) a premium of $287 paid by the Company with respect to life or other insurance for the benefit of the officer or beneficiaries designated by the officer. | | (17) Includes (a) profit-sharing of $11,600 under the Company’s U.S. profit-sharing plan and (b) $753,463 the actual cash award received relative to his APP Performance Award granted under the 2017 Incentive Plan, in each case earned during 2021 and paid during 2022. | | (18) Includes (a) Company-matching contributions of $13,562 to the officer’s account under the Company’s ProsperityPlus 401(k) defined contribution plan; and (b) a premium of $1,085 paid by the Company with respect to life or other insurance for the benefit of the officer or beneficiaries designated by the officer. | | (19) Includes (a) profit-sharing of $10,758 under the Company's U.S. profit-sharing plan and (b) $496,456, the actual cash award received relative to his APP Performance Award granted under the 2017 Incentive Plan, in each case earned during 2023 and paid during 2024. |

  27. Summary Compensation Table

    | (20) Includes (a) Company-matching contributions of $12,117 to the officer's account under the Company's ProsperityPlus 401(k) defined contribution plan; (b) a premium of $3,750 paid by the Company with respect to life or other insurance for the benefit of the officer or beneficiaries designated by the officer; and (c) relocation expenses of $65,072. | | (21) Represents either the amount paid in euros, translated into U.S. dollars at the rate of 1.10373 dollars per euro, or the amount paid in Swiss francs, translated into U.S. dollars at the rate of 1.18833 dollars per Swiss franc, which are the rates used by the Company in its 2023 Consolidated Statements of Income and Retained Earnings. | | (22) Represents the actual cash award received relative to his APP Performance Award granted under the 2017 Incentive Plan earned during 2023 and paid during 2024. | | (23) Includes (a) a premium of $14,007 paid by the Company with respect to maintenance of private Swiss health insurance coverage; (b) contributions of $109,280 to maintain the NEO in French social programs, including state pension schemes, during his expatriation (of which approximately $30,740 was the officer’s employee contribution paid by the Company); (c) expenses of $101,186 related to the NEO’s international assignment, consisting of housing ($70,016) and tax adjustments ($31,170); and (d) perquisites of $2,259, valued on the basis of the taxable benefit for the private use of a Company car. | | (24) Represents either the amount paid in euros, translated into U.S. dollars at the rate of 1.05380 dollars per euro, or the amount paid in Swiss francs, translated into U.S. dollars at the rate of 1.04827 dollars per Swiss franc, which are the rates used by the Company in its 2022 Consolidated Statements of Income and Retained Earnings. | | (25) Represents the actual cash award received relative to his APP Performance Award granted under the 2017 Incentive Plan earned during 2022 and paid during 2023. | | (26) Includes (a) a premium of $12,164 paid by the Company with respect to maintenance of private Swiss health insurance coverage; (b) contributions of $97,574 to maintain the NEO in French social programs, including state pension schemes, during his expatriation (of which approximately $27,457 was the officer’s employee contribution paid by the Company); (c) expenses of $88,499 related to the NEO’s international assignment, consisting of housing ($61,261) and tax adjustments ($27,238); and (d) perquisites of $2,003, valued on the basis of the taxable benefit for the private use of a Company car. | | (27) Represents either the amount paid in euros, translated into U.S. dollars at the rate of 1.18306 dollars per euro, or the amount paid in Swiss francs, translated into U.S. dollars at the rate of 1.09415 dollars per Swiss franc, which are the rates used by the Company in its 2021 Consolidated Statements of Income and Retained Earnings. | | (28) Represents the actual cash award received relative to his APP Performance Award granted under the 2017 Incentive Plan earned during 2021 and paid during 2022. | | (29) Includes (a) a premium of $11,641 paid by the Company with respect to maintenance of private Swiss health insurance coverage; (b) contributions of $92,476 to maintain the NEO in French social programs, including state pension schemes, during his expatriation (of which approximately $28,985 was the officer’s employee contribution paid by the Company); (c) expenses of $91,983 related to the NEO’s international assignment, consisting of housing ($63,942) and tax adjustments ($28,041); and (d) perquisites of $2,090, valued on the basis of the taxable benefit for the private use of a Company car. | | (30) Includes (a) profit-sharing of $10,758 under the Company's U.S. profit-sharing plan and (b) $522,250, the actual cash award received relative to his APP Performance Award granted under the 2017 Incentive Plan, in each case earned during 2023 and paid during 2024. | | (31) Includes (a) Company-matching contributions of $15,169 to the officer's account under the Company's ProsperityPlus 401(k) defined contribution plan and (b) a premium of $7,819 paid by the Company with respect to life or other insurance for the benefit of the officer or beneficiaries designation by the officer. | | (32) Includes (a) profit-sharing of $10,736 under the Company’s U.S. profit-sharing plan and (b) $535,423, the actual cash award received relative to his APP Performance Award granted under the 2017 Incentive Plan, in each case earned during 2022 and paid during 2023. | | (33) Includes (a) Company-matching contributions of $15,009 to the officer’s account under the Company’s ProsperityPlus 401(k) defined contribution plan; and (b) a premium of $4,388 paid by the Company with respect to life or other insurance for the benefit of the officer or beneficiaries designated by the officer. | | (34) Includes (a) profit-sharing of $11,600 under the Company’s U.S. profit-sharing plan and (b) $584,415, the actual cash award received relative to his APP Performance Award granted under the 2017 Incentive Plan, in each case earned during 2021 and paid during 2022. | | (35) Includes (a) Company-matching contributions of $14,500 to the officer’s account under the Company’s ProsperityPlus 401(k) defined contribution plan; and (b) a premium of $976 paid by the Company with respect to life or other insurance for the benefit of the officer or beneficiaries designated by the officer. | | (36) Includes (a) profit-sharing of $10,758 under the Company's U.S. profit-sharing plan and (b) $469,449, the actual cash award received relative to his APP Performance Award granted under the 2017 Incentive Plan, in each case earned during 2023 and paid during 2024. | | (37) Includes (a) Company-matching contributions of $15,120 to the officer's account under the Company's ProsperityPlus 401(k) defined contribution plan and (b) a premium of $6,403 paid by the Company with respect to life or other insurance for the benefit of the officer or beneficiaries designated by the officer. |

  28. Summary Compensation Table

    | (38) Includes (a) profit-sharing of $10,736 under the Company’s U.S. profit-sharing plan and (b) $428,632, the actual cash award received relative to his APP Performance Award granted under the 2017 Incentive Plan, in each case earned during 2022 and paid during 2023. | | (39) Includes (a) Company-matching contributions of $15,250 to the officer’s account under the Company’s ProsperityPlus 401(k) defined contribution plan; and (b) a premium of $3,959 paid by the Company with respect to life or other insurance for the benefit of the officer or beneficiaries designated by the officer. | | (40) Includes (a) profit-sharing of $11,600 under the Company’s U.S. profit-sharing plan and (b) $466,594, the actual cash award received relative to his APP Performance Award granted under the 2017 Incentive Plan, in each case earned during 2021 and paid during 2022. | | (41) Includes (a) Company-matching contributions of $14,500 to the officer’s account under the Company’s ProsperityPlus 401(k) defined contribution plan; and (b) a premium of $784 paid by the Company with respect to life or other insurance for the benefit of the officer or beneficiaries designated by the officer. |

  29. CEO Pay Ratio

    CEO Pay Ratio We are required to disclose: • The median annual total compensation of all of our employees, excluding our CEO; • The annual total compensation of our CEO; and • The ratio between those two amounts. Mr. Kleveland's total compensation for 2023 as reported in the Summary Compensation Table above was $4,247,149. However, Mr. Kleveland did not commence employment until September 1, 2023. On an annualized basis, his total compensation would have been $6,264,777 had he received his base salary and other benefits from January 1, 2023. Mr. Kleveland's sign-on bonus and relocation expenses were one-time payments that were included for the purposes of this calculation. Using the same format, the following table presents the annual total compensation of our median employee in 2023 (excluding Mr. Kleveland):

  30. CEO Pay Ratio

    | | Year | Salary ($) | Bonus | Stock Awards ($) | Option Awards ($) | Nonequity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Median Employee | 2023 | $47,218 | — | — | — | $1,539(1) | — | $4,624(2) | $53,381 |

  31. CEO Pay Ratio

    (1) Profit-sharing under the Company’s U.S. profit-sharing plan. (2) Includes (a) Company matching contributions of $1,750 to the employee's account under the Company's ProsperityPlus 401(k) defined contribution plan and (b) premiums of $2,874 paid by the Company with respect to life or other insurance for the benefit of the employee or beneficiaries designated by the employee. The ratio of the two amounts (i.e., using Mr. Kleveland's annualized total compensation) is 117:1. To perform the foregoing calculation, we started with the total number of employees working for the Company and its subsidiaries worldwide as of December 1, 2023; we used our entire worldwide employee population and did not use statistical sampling. We then determined total compensation paid to each employee for all of 2023, excluding only changes in value of any vested pension benefits, as we concluded that it would have been extremely burdensome to determine such changes for all employees. Each employee’s total compensation was then translated into U.S. dollars using the exchange rate applicable to each employee’s country of employment, as used by the Company in its 2023 Consolidated Statements of Income and Retained Earnings. On this basis, we determined that our median employee, for the purposes of this disclosure, was an employee working at the Company's corporate headquarters in Rochester, New Hampshire.

  32. Grants of Plan-Based Awards

    Grants of Plan-Based Awards

  33. Grants of Plan-Based Awards

    | Name | Estimated Future Payouts Under Nonequity Incentive Plan Awards (1) | | | | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | | | | | | | | | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: Number of Shares of Stock or Units (3) (#) | All Other Option Awards: Number of Securities or Underlying Options (#) | Exercise or Base Price of Option Awards ($/sh) | Value of Stock and Option Awards (4) ($) | | A. William Higgins | 2/24/23 | $600,000 | $1,200,000 | $2,400,000 | 5,921 | 11,842 | 23,685 | 11,842(5) | — | — | $2,399,900 | | Gunnar Kleveland | 9/01/23 | $150,000 | $300,000 | $600,000 | 3,750 | 7,500 | 15,000 | 27,858(6) | — | — | $3,299,962 | | Stephen Nolan | 2/24/23 | $— | $— | $— | — | — | — | 4,215(7) | — | — | $427,106 | | Robert Starr | 4/10/23 | $149,625 | $299,250 | $598,500 | 4,079 | 8,158 | 16,316 | 8,158 | — | — | $1,441,192 | | Daniel Halftermeyer | 2/24/23 | $179,949 | $359,898 | $713,796 | 2,030 | 20,495 | 24,554(8) | 4,059 | — | — | $2,322,597 | | Greg Harwell | 2/24/23 | $192,570 | $385,140 | $770,280 | 1,774 | 20,131 | 23,679(9) | 3,547 | — | — | $2,218,835 | | Joseph Gaug | 2/24/23 | $141,086 | $282,171 | $564,342 | 1,071 | 2,142 | 4,284 | 2,142 | — | — | $434,098 |

  34. Grants of Plan-Based Awards

    | (1) Awards represent the target cash amount established for each officer in 2023 in the APP Performance Awards granted to that officer under the 2017 Incentive Plan. | | (2) Awards represent the target share amount established for each officer in the MPP Performance Awards granted to the officer under the 2017 Incentive Plan consisting of a target number of shares of Class A Common Stock. Each Performance Award entitled the NEO to receive from 50% (for attaining performance at the threshold level) to as much as 200% (for attaining performance at the maximum level) of such target, based on the extent to which he or she attained certain performance goals during the performance periods. The performance conditions at each of the threshold, target, and maximum levels in the Performance Awards granted to each of the NEOs are described above (see pp. 33-34). | | (3) Awards represent the number of restricted stock units granted for the officer in the restricted stock award granted under the 2017 Incentive Plan as part of his 2023 multiyear performance incentive award. Under this award, each recipient is awarded a fixed number of number of shares which vests ratably over the three-year period and is paid in Class A common stock upon vesting. | | (4) The grant date fair value of the MPP Performance Award plus the grant date fair value of the restricted stock unit award. In accordance with FASB ASC Topic 718, the grant date fair value of the MPP Performance Award targets was determined to be the product of the target number of shares awarded multiplied by $101.33, $88.33, or $93.33, the closing market prices on February 24, 2023, April 10, 2023, and September 1, 2023, the respective grant dates of the Performance Awards, as it was expected that the probable outcome of the performance conditions would lead to the achievement of the target number of shares. | | (5) The officer's 2023 APP Performance Award and restricted stock units granted as part of his 2023 multiyear performance incentive award were paid at target upon the officer's retirement on September 1, 2023. | | (6) Includes a one-time, sign-on grant of 20,358 restricted stock units under the 2017 Incentive Plan having a grant date value equal to $1,900,000. The grant shall vest and be paid out in shares ratably on March 1, 2024, 2025 and 2026, provided the executive is still employed with the Company as of those dates. | | (7) The officer did not receive an APP Performance Award or MPP Performance Award in 2023, and the restricted stock units granted as part of his 2023 multiyear performance incentive award were forfeited upon the officer's voluntary retirement during 2023. | | (8) Includes 16,436 shares awarded pursuant to a Special Incentive Award Agreement dated June 14, 2023, having a grant date value equal to $1,500,000. | | (9) Includes 16,584 shares awarded pursuant to a Special Incentive Award Agreement dated August 18, 2023, having a grant date value equal to $1,500,000. |

  35. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End

  36. Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards | | | | | | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Options Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value (1) of Shares or Units of Stock That Have Not Vested (#) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market (1) or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | A. William Higgins | — | — | — | — | — | — | — | 21,202(2) | 2,082,460 | | | — | — | — | — | — | — | — | —(3) | — | | | — | — | — | — | — | — | — | 12,791(4) | 1,256,332 | | | — | — | — | — | — | — | — | —(5) | — | | | — | — | — | — | — | — | — | 11,842(6) | 1,163,121 | | | — | — | — | — | — | — | — | —(8) | — | | Gunnar Kleveland | | | | | | | | 7,500(6) | 736,650 | | | | | | | | | | 27,858(8) | 2,736,213 | | Stephen Nolan | — | — | — | — | — | — | — | 6,283(2) | 617,116 | | | — | — | — | — | — | — | — | —(3) | — | | | — | — | — | — | — | — | — | 1,980(4) | 194,476 | | | — | — | — | — | — | — | — | —(5) | — | | | — | — | — | — | — | — | — | —(6) | — | | | — | — | — | — | — | — | — | —(8) | — | | Robert Starr | | | | | | | | 8,158(6) | 801,279 | | | | | | | | | | 8,158(8) | 801,279 | | Daniel Halftermeyer | — | — | — | — | — | — | — | 5,870(2) | 576,551 | | | — | — | — | — | — | — | — | 1,099(3) | 107,944 | | | — | — | — | — | — | — | — | 4,291(4) | 421,462 | | | — | — | — | — | — | — | — | 2,861(5) | 281,007 | | | — | — | — | — | — | — | — | 4,059(6) | 398,675 | | | — | — | — | — | — | — | — | 16,436(7) | 1,614,344 | | | — | — | — | — | — | — | — | 4,059(8) | 398,675 | | Greg Harwell | — | — | — | — | — | — | — | 4,826(2) | 474,010 | | | — | — | — | — | — | — | — | 1,228(3) | 120,614 | | | — | — | — | — | — | — | — | 3,703(4) | 363,709 | | | — | — | — | — | — | — | — | 2,469(5) | 242,505 | | | — | — | — | — | — | — | — | 3,547(6) | 348,386 | | | — | — | — | — | — | — | — | 16,584(7) | 1,628,880 | | | — | — | — | — | — | — | — | 3,547(8) | 348,386 | | Joseph Gaug | — | — | — | — | — | — | — | 2,922(2) | 286,999 | | | — | — | — | — | — | — | — | 576(3) | 56,575 | | | — | — | — | — | — | — | — | 1,923(4) | 188,877 | | | — | — | — | — | — | — | — | 1,282(5) | 125,918 | | | — | — | — | — | — | — | — | 2,142(6) | 210,387 | | | — | — | — | — | — | — | — | 2,142(8) | 210,387 | | | — | — | — | — | — | 461(9) | 45,279 | — | — | | | — | — | — | — | — | 926(10) | 90,952 | — | — |

  37. Outstanding Equity Awards at Fiscal Year-End

    | (1) Based on closing market price on December 29, 2023, of $98.22. | | (2) Represents the shares actually earned by the NEO with respect to the MPP Performance Award granted to the NEO in 2021 under the 2017 Incentive Plan. The shares were earned based on performance during 2021, 2022 and 2023, and paid in 2024. None of the balance reported was earned as of December 31, 2023. As of January 1, 2024, 100% of the balance reported became vested, and these balances were distributed, in stock, on or about March 1, 2024. | | (3) Restricted Stock shares granted under the 2017 Incentive Plan. The balance will vest and be payable on February 19, 2024. | | (4) Represents the share target opportunity established in the MPP Performance Award granted to the NEO in 2022 under the 2017 Incentive Plan. This share target is earned based on performance during 2022, 2023, and 2024, and paid in 2025. None of the balance reported was earned as of December 31, 2023. | | (5) Restricted Stock shares granted under the 2017 Incentive Plan. One-half of the balance will vest and be payable on or about March 1, in each 2024 and 2025. | | (6) Represents the share target opportunity established in the MPP Performance Award granted to the NEO in 2023 under the 2017 Incentive Plan. This share target is earned based on performance during 2023, 2024, and 2025, and paid in 2026. None of the balance reported was earned as of December 31, 2023. These awards are a part of those included in the “Grants of Plan-Based Awards” table on page 41. | | (7) Represents the share bonus opportunity established in the Special Incentive Award Agreement granted to the NEO in 2023 under the 2017 Plan. |

  38. Outstanding Equity Awards at Fiscal Year-End

    | (8) Restricted Stock shares granted under the 2017 Incentive Plan. One-third of the balance will vest and be payable on March 1, in each 2024, 2025 and 2026. These awards are a part of those included in the “Grants of Plan-Based Awards” table on page 41. | | (9) Performance Phantom Stock granted under the Performance Stock Plan. The balance reported will vest and be payable on March 15, 2024. | | (10) Performance Phantom Stock granted under the Performance Stock Plan. One-half of the balance reported will vest and be payable on March 15 in each 2024 and 2025. |

  39. Option Exercises and Stock Vested

    Option Exercises and Stock Vested

  40. Option Exercises and Stock Vested

    | | Stock Awards | | Stock Awards | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | A. William Higgins | 32,987(1) | 3,139,422 | 32,369(2) | 3,260,853 | | — | | Stephen Nolan | 3,234(1) | 325,083 | 11,415(2) | 1,149,947 | | — | | Daniel Halftermeyer | 2,529(1) | 254,299 | 9,761(2) | 983,323 | | | | Greg Harwell | 2,462(1) | 247,494 | 7,004(2) | 705,583 | | — | | Joseph Gaug | 1,217(1) | 122,353 | 3,570(2) | 359,642 | 1,366(3) | 137,611 |

  41. Option Exercises and Stock Vested

    | (1) Vesting of Restricted Stock Units granted pursuant to either the Company’s Restricted Stock Unit Plan or the 2017 Incentive Plan. Amounts reported as “Value Realized on Vesting” were distributed in stock to the NEO during 2023. | | (2) Vesting of share target under the MPP Performance Award granted to the NEO in 2020 pursuant to the 2017 Incentive Plan Amounts reported as “Value Realized on Vesting” were distributed in stock to the NEO during 2023. | | (3) Vesting of Performance Phantom Stock granted pursuant to the Company’s Performance Phantom Stock Plan. Amounts reported as “Value Realized on Vesting” were distributed in cash to the NEO during 2023. |

  42. Pension Benefits

    Pension Benefits

  43. Pension Benefits

    | Name (1) | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) | | Daniel A. Halftermeyer (2) | — | — | 366,397 | — | | (1) The Company’s PensionPlus Plan and Supplemental Executive Retirement Plan were closed to new employees, effective October 1, 1998. All of our U.S.-based NEOs joined the Company after the plans were closed and have no reportable pension benefits. They are therefore omitted from the table. | | | | | | (2) As a non-U.S. employee, Mr. Halftermeyer does not participate in the U.S. PensionPlus Plan, the Supplemental Executive Retirement Plan or the Qualified Supplemental Retirement Plan. Instead, as Mr. Halftermeyer is a French citizen working for a company affiliate in Switzerland, the Company is required by Swiss law to maintain a private pension for his benefit. The private pension is purchased through an insurance company. The Company’s Swiss subsidiary is required to make defined premium contributions. The premium paid by the Company in 2023 was CHF 7,467 or $8,873 using the conversion rate of 1.18833 U.S. dollars per Swiss franc, which is the rate used by the Company in its 2023 Consolidated Statements of Income and Retained Earnings. The policy was first purchased in 2007. The present value of the accumulated benefit is set forth in the table above (and has been translated into U.S. dollars at the rate of 1.1892 U.S. dollars per Swiss Franc, which was the applicable conversion rate as of December 29, 2023). In addition, Mr. Halftermeyer continues to participate in a French state-mandated social scheme as an expatriate. The Company contributes both the employer’s and employee’s share of the legally required contribution under this scheme. In early 2023, the Company paid €99,010, or $109,280 using the conversion rate of 1.10373 U.S. dollars per euro, which is the rate used by the Company in its 2023 Consolidated Statements of Income and Retained Earnings. This contribution covered the period from October 2022 through September 2023. Of this amount, approximately $30,740 was the employee’s required contribution, which the Company assumed as part of the international assignment. | | | | |

  44. Pension Benefits

    PensionPlus Plan The Company no longer maintains the U.S. PensionPlus Plan for U.S. employees. The Plan was terminated effective September 30, 2021, and subsequently wound down. All remaining pension benefits were either paid out as lump sums or transferred to group annuity contracts. Supplemental Executive Retirement Plan The Company maintains an unfunded Supplemental Executive Retirement Plan intended to replace any benefits under the now terminated PensionPlus Plan that a participant was prevented from receiving due to limits imposed by Section 415 of the Internal Revenue Code on pensions or Section 401 limits on annual compensation used to calculate PensionPlus benefits. All plan participants affected by such limitations are eligible to receive benefits under the unfunded Supplemental Executive Retirement Plan. The allocation is made on the basis of IRS regulations in effect on the valuation date. The Executive Retirement Plan was also amended effective February 28, 2009 to freeze the accrual of any new benefits but otherwise remains valid. Qualified Supplemental Retirement Benefits Certain employees of the Company who were active on June 30, 2002, are entitled to receive additional qualified supplemental retirement (“QSR”) benefits under the PensionPlus Plan. On June 30, 2002, each covered employee was credited with an initial account balance in a specified amount. Each such participant had participated in deferred compensation plans maintained by the Company on or before such time, pursuant to which he or she could defer the receipt of earned cash compensation until retirement or other events. Amounts deferred earned interest at rates approved from time to time by the Compensation Committee. In each case, the amount initially credited to such employee’s QSR account was equal to an amount of deferred compensation (including interest) to which he or she was entitled but which he or she agreed to renounce. Each QSR account is credited with interest at 8.5% annually until retirement, at which time the QSR account value is payable in the form of an actuarially equivalent single life annuity or, at the election of the participant, in a single lump sum. Nonqualified Deferred Compensation There were no executive or Company contributions, or interest or other earnings, during 2023 under any defined contribution or other plan that provides for the deferral of compensation on a basis that is not tax-qualified, nor did any NEO receive any withdrawals or distributions during, or have any account as of the end of, 2023.

  45. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control The Company has committed to provide additional compensation to our NEOs in the event of a termination of employment under specified circumstances, including in connection with a change in control of the Company. A narrative description of these commitments and an estimate of the additional compensation that each of our NEOs would have received if a qualifying termination of employment had occurred on December 31, 2023, are set forth below.

  46. Pay versus Performance (PvP) Disclosures

    Pay versus Performance (PvP) Disclosures The following pages of our Proxy Statement provide disclosures about the relationship between (a) the "compensation actually paid" to our principal executive officer ("PEO") and the average "compensation actually paid" to our non-PEO NEOs, as defined under SEC disclosure rules, and (b) certain financial performance measures of the Company for the fiscal years listed below. These disclosures have been prepared in accordance with Item 402(v) of Regulation S-K under the Exchange Act (the "Pay versus Performance Rules") and do not necessarily reflect how the Committee evaluates compensation decisions. "Compensation actually paid" does not reflect the value of cash or shares of the Company's common stock received by a NEO during the year, but rather is an amount calculated under SEC rules to include, among other things, year-over-year changes in the value of unvested equity-based awards. To calculate "compensation actually paid", adjustments were made to the amounts reported in the Summary Compensation Table for the applicable year in accordance with the disclosure rules. For the purposes of calculating "compensation actually paid", the fair value of equity awards is calculated using the same valuation methodologies used to calculate the grant date fair value of awards in accordance with FASB ASC Topic 718 for the purposes of the Summary Compensation Table, and, where applicable, may incorporate adjustments for year-end forecasted attainment levels for performance achievement goals. Adjustments were not made for year-end forecasted attainment levels for performance achievement goals in the Company's 2023 Pay versus Performance Disclosure, and so amounts reported in the tables that follow may differ from amounts reported in 2023. As a result of the calculation methodology required by the SEC, the amounts shown below as "compensation actually paid" differ from the compensation actually received by our NEOs, and from the decisions of the Committee described in the Compensation Discussion and Analysis above.

  47. Compensation Actually Paid (CAP)

    Compensation Actually Paid (CAP)

  48. Compensation Actually Paid (CAP)

    | | | | | | | | Value of initial fixed $100 investment based on : | | | | | Year | Summary Compensation Table Total for First PEO | Summary Compensation Table Total for Second PEO | Compensation Actually Paid to First PEO | Compensation Actually Paid to Second PEO | Average Summary Compensation Table Total for non-PEO NEOs | Average Compensation Actually Paid to non-PEO NEOs | Total Shareholder Return ($) | Peer Group Total Shareholder Return | Net Income ($ million) | Adjusted EBITDA ($ million) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | | 2023 | $4,300,649 | $4,247,149 | $4,905,001 | $4,563,712 | $2,334,459 | $2,241,045 | 100.72 | 121.82 | 111.6 | 265.1 | | 2022 | $4,660,482 | N/A | $6,318,295 | N/A | $1,763,694 | $2,162,432 | 134.28 | 113.29 | 96.5 | 253.5 | | 2021 | $4,725,711 | N/A | $6,065,337 | N/A | $1,737,959 | $2,202,801 | 119.3 | 108.68 | 118.8 | 250.9 | | 2020 | $3,714,562 | N/A | $3,666,927 | N/A | $1,671,398 | $1,619,119 | 98.09 | 102.37 | 98.6 | 251.9 | | Column (b). Amounts reported in this column and others related to the “First PEO” are for A. William Higgins, who served as President and Chief Executive Officer of the Company until his retirement from employment in August 2023. | | | | | | | | | | | | Column (c). Amounts reported in this column and others related to the “Second PEO” are for Gunnar Kleveland, who succeeded Mr. Higgins as President and Chief Executive Officer of the Company upon Mr. Higgins' retirement. | | | | | | | | | | | | Column (d). “Compensation actually paid” to our First PEO in each of 2020, 2021,, 2022 and 2023 reflects the respective amounts shown in Column (b) of the table above, adjusted as set forth in the table below, as required by SEC rules. | | | | | | | | | | | | Column (e). “Compensation actually paid” to our Second PEO in each of 202, 2021, 2022 and 2023 reflects the respective amounts shown in Column (c) of the table above, adjusted as set forth in the table below, as required by SEC rules. The dollar amounts do not reflect the actual amounts of compensation earned or paid during the applicable year. | | | | | | | | | | | | Column (f). Reflects the average total compensation amounts reported in the Summary Compensation Table for all NEOs other than First President and CEO, A. William Higgins and Second President and CEO Gunnar Kleveland. For 2020-2022, our non-PEO NEOs were Stephen Nolan, Daniel Halftermeyer, Greg Harwell and Joseph Gaug. For 2023, our non-CEO NEOs were Stephen Nolan, Robert Starr, Daniel Halftermeyer, Greg Harwell and Joseph Gaug. | | | | | | | | | | | | Column (g). Average “Compensation actually paid” to our non-PEO NEOs in each of 2021, 2022 and 2023 reflects the respective amounts shown in Column (f) of the table above, adjusted as set forth in the table below, as required by SEC rules. The dollar amounts do not reflect the actual amounts of compensation earned or paid during the applicable year. | | | | | | | | | | | | Column (h). For the relevant year, represents the cumulative total shareholder return (TSR) for the Company for the measurement period ending December 31, 2023, 2022 and 2021, respectively. TSR assumes that $100 was invested on December 31, 2020, and that dividends were reinvested when and as paid. | | | | | | | | | | | | Column (i). For the relevant year, represents the cumulative total shareholder return (TSR) for the Company’s compensation benchmarking peer groups.For 2023, this group is the same group identified on page 29. However, prior to 2022, the benchmarking peer group consisted of: Aerojet Rocketdyne Holdings Inc, Barnes Group Inc, Curtiss-Wright Corp, Donaldson Company Inc, Esco Technologies Inc, Glatfelter Corp, Heico Corp, Hexcel Corp, Kadant Inc, Kaman Corp, Mativ Holdings Inc, Teledyne Technologies Inc, Trimas Corp and Woodward Inc. The TSRs shown reflect the differing peer groups for the applicable periods. | | | | | | | | | | |

  49. Compensation Actually Paid (CAP)

    | Column (j). Reflects “Net Income” as shown in the Company’s Consolidated Income Statements included in the Company’s Annual Reports on Form 10-K for each of the years ended December 31, 2023, 2022 and 2021. | | Column (k). AIN Adjusted EBITDA was chosen as the “company selected financial metric” as it is the most heavily weighted of the annual performance measurement metric used in our executive compensation program (see pp. 33-35). | | No dividends are paid or accrued on any unvested equity awards. No adjustments were made relative to pension benefits, as Mr. Halftermeyer is the only PEO or NEO who participates in a defined benefit pension plan. As a non-U.S. citizen, Mr. Halftermeyer participates in foreign pension schemes, and the costs of his retirement benefits are paid through defined premium costs which are already included in his summary compensation table totals. |

  50. Compensation Actually Paid to PEO

    Compensation Actually Paid to PEO

  51. Compensation Actually Paid to PEO

    | Year | 2020 | 2021 | 2022 | 2023 | 2023 | | CEO | Higgins | Higgins | Higgins | Higgins | Kleveland | | SCT Total Compensation ($) | $3,714,562 | $4,725,711 | $4,660,482 | $4,300,649 | $4,247,149 | | Less: Stock Award Values reported in SCT for the applicable year ($) | $1,700,000 | $2,000,000 | $2,200,000 | $2,400,000 | $3,300,000 | | Plus: YE Fair Value of Stock Awards granted in the applicable year ($) | $1,652,365 | $2,558,110 | $2,652,019 | $1,389,930 | $3,616,563 | | Change in Fair Value of outstanding unvested stock awards from prior years ($) | $— | $781,516 | $1,217,979 | $488,764 | — | | Change in Fair Value of Stock Awards from prior years that vested in the applicable year ($) | $— | $— | $(12,185) | $1,125,658 | — | | Less: Fair value of Stock Awards forfeited during the applicable year | $— | $— | $— | $— | — | | Less: Aggregate change in Actuarial Present Value of accumulated pension benefit | $— | $— | $— | $— | — | | Plus: Aggregate Service cost and prior year costs for pension benefit | $— | $— | $— | $— | — | | Compensation Actually Paid | $3,666,927 | $6,065,337 | $6,318,295 | $4,905,001 | $4,563,712 |

  52. Average Compensation Actually Paid to Non-PEO NEOs

    Average Compensation Actually Paid to Non-PEO NEOs

  53. Average Compensation Actually Paid to Non-PEO NEOs

    | Year | 2020 | 2021 | 2022 | 2023 | | | (Average) | (Average) | (Average) | (Average) | | SCT Total Compensation ($) | $1,671,398 | $1,737,959 | $1,763,694 | $2,334,459 | | Less: Stock Award Values reported in SCT for the applicable year ($) | $460,054 | $545,079 | $630,813 | $1,283,371 | | Plus: YE Fair Value of Stock Awards granted in the applicable year ($) | $461,214 | $689,874 | $758,207 | $1,415,779 | | Change in Fair Value of outstanding unvested stock awards from prior years ($) | $12,573 | $270,052 | $292,308 | $57,968 | | Change in Fair Value of Stock Awards from prior years that vested in the applicable year ($) | $(66,012) | $49,995 | $(20,964) | $16,416 | | Less: Fair value of Stock Awards forfeited during the applicable year ($) | $— | $— | $— | $300,206 | | Less: Aggregate change in Actuarial Present Value of accumulated pension benefit ($) | $— | $— | $— | $— | | Plus: Aggregate Service cost and prior year costs for pension benefit | $— | $— | $— | $— | | Compensation Actually Paid | $1,619,119 | $2,202,801 | $2,162,432 | $2,241,045 |

  54. Average Compensation Actually Paid to Non-PEO NEOs

    The four items listed below represent the most important performance metrics we use to determine Compensation Actually Paid for 2023 as further described in our Compensation Discussion and Analysis with the section titled “Executive Compensation Earned” (see page 33). The definitions of these metrics are set forth in Exhibit A to the Proxy Statement.

  55. Average Compensation Actually Paid to Non-PEO NEOs

    | Most Important Performance Metrics | | •AIN Adjusted EBITDA | | •MC Adjusted EBITDA | | •AEC Adjusted EBITDA | | •AIN TRIR |

  56. Relationship between “Compensation Actually Paid” and Performance

    Relationship between “Compensation Actually Paid” and Performance The graphs that follow show the relationship of “compensation actually paid” to our PEOs and other named executive officers in, 2020, 2021, 2022 and 2023 to (1) the TSR for both the Company and our compensation peer benchmarking groups, (2) the Company’s net income, and (3) the Company’s adjusted EBITDA. For the purposes of these graphs, an averaged "compensation actually earned" is used for Messrs. Higgins and Kleveland for 2023