DEF 14A of Kadant Inc, Apr 1, 2026

DEF 14A of Kadant Inc

Filed Apr 1, 2026 · FY20250000886346-26-000027

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our board of directors is divided into three classes of directors serving staggered three-year terms, with each class being as nearly equal in number as possible. Directors for each class are elected at the annual meeting of stockholders held in the year in which the term for their class expires. We have two directors whose terms expire at the 2026 annual meeting. Our board of directors has nominated John M. Albertine and Thomas C. Leonard for election as directors for the three-year term expiring at the 2029 annual meeting of stockholders. Messrs. Albertine and Leonard are each currently a member of our board of directors. If either nominee becomes unable to serve as a director, the proxy holders may vote the proxy for the election of a substitute nominee to be designated by our board of directors. We do not expect that either nominee will be unable to serve. Directors serve until the expiration of their terms and until their successors have been elected and qualified or until their earlier resignation, death or removal in accordance with our By-Laws. Information regarding the names, ages, principal occupations and employment during the past five years of each of our directors is provided below. We have also included information about each director’s specific experience, qualifications, attributes or skills that led the board of directors to conclude that he or she should serve as a director. Unless we have specifically noted below, no corporation or organization referred to below is a subsidiary or affiliate of ours. There are no family relationships among any of our directors and executive officers. Information on the stock ownership of our directors is provided in this proxy statement under the heading "Stock Ownership." Information regarding the compensation of our directors is provided in this proxy statement under the heading "Director Compensation."

  2. Nominees for Director for the Three-Year Term That Will Expire in 2029

    Nominees for Director for the Three-Year Term That Will Expire in 2029

  3. Nominees for Director for the Three-Year Term That Will Expire in 2029

    | John M. Albertine | Dr. Albertine, 81, has been a member of our board of directors since June 2001, is the chairman of our compensation committee and is one of the board of directors' designated "audit committee financial experts." Dr. Albertine has been the founder, chairman and chief executive officer of Albertine Enterprises, Inc., a Washington, D.C.-based public policy consulting firm, since 1990. He also has served since 2005 as a founding partner of JJ&B, LLC, a Washington, D.C.-based investment banking firm that provides finance, corporate strategy and economic analysis to clients. Dr. Albertine has been a member of the board of directors of Tecogen, Inc., a publicly traded manufacturer of cogeneration, chiller and heat pump systems, since 2022. Dr. Albertine has been the chairman of the Crest Foundation, Center for Research in Environmental and Sustainable Technologies, since 2021. Crest is a non-profit environmental and social governance initiative dedicated to people and planet well-being. Dr. Albertine has served on the boards of 16 publicly traded companies in his business career. From 2008 to 2018, Dr. Albertine served as a director of Intersections Inc., a publicly traded global provider of consumer and corporate identity risk management services, and served as chairman of its risk committee. Dr. Albertine also served for 10 years ending in 2013 as a trustee and six years as vice chairman of the Virginia Retirement System, a public pension fund. Dr. Albertine also served as a member of Virginia Governor Tim Kaine's Board of Economic Advisors for the State of Virginia for two terms ending in 2014. Dr. Albertine holds a Ph.D. in economics from the University of Virginia. We believe Dr. Albertine’s qualifications to serve on our board of directors include his knowledge of the economy, capital markets and diverse businesses, his service as a director on numerous other public company boards and as chairman of the board of two of those public companies and his chairmanship of a non-profit foundation devoted to environment and people well-being, and his education as an economist. | | Thomas C. Leonard | Mr. Leonard, 71, has been a member of our board of directors since June 2005, is the chairman of our audit committee and is one of the board of directors' designated "audit committee financial experts." Mr. Leonard was a director of Dynasil Corporation of America (Dynasil), a company that develops and manufactures detection and analysis technology, precision instruments and optical components for homeland security, medical and industrial markets, from 2016 to 2024, serving as its chief financial officer and chief accounting officer from 2013 to 2016 and chair of its audit committee from 2019 to 2024. From 2008 to 2012, Mr. Leonard was the senior vice president-finance, treasurer and chief financial officer of Pennichuck Corporation, a publicly-traded water utility holding company. From 2006 to 2008, he was a vice president of CRA International, a consulting firm, where he specialized in forensic accounting. He was previously a managing director specializing in forensic accounting and dispute resolution at Huron Consulting Group LLC, a publicly-traded management consulting firm, from 2002 to 2006. Previously, Mr. Leonard was a senior partner at Arthur Andersen LLP, an independent public accounting firm, from 1987 through 2002 and served as partner-in-charge of its New England assurance and business advisory practice. Mr. Leonard is a certified public accountant. We believe Mr. Leonard’s qualifications to serve on our board of directors include his expertise in finance and accounting and experience as a public company chief financial officer. |

  4. Nominees for Director for the Three-Year Term That Will Expire in 2029

    Our directors listed below are not up for election this year and each will continue in office for the remainder of his or her specified term of office or until his or her earlier resignation, death or removal in accordance with our By-Laws.

  5. Nominees for Director for the Three-Year Term That Will Expire in 2029

    | Erin L. Russell | Term Expires May 2027 | | | Ms. Russell, 52, has been a member of our board of directors since January 2019, is the chair of our risk oversight and sustainability committee and is one of the board of directors' designated "audit committee financial experts." She has served as a director and chair of the audit committee and member of the compensation committee of eHealth, Inc., a publicly-traded leading online health insurance marketplace since July 2021. Ms. Russell also currently serves as a director, member of the audit committee and member of the nominating and corporate governance committee of Modivcare, a publicly-traded technology-enabled healthcare services company. Ms. Russell is also a director of Fortrea, a publicly-traded contract research organization primarily serving customers in the pharmaceutical, biotechnology and medical device industries. From 2020 through 2022, Ms. Russell served as a director, member of the compensation committee and the chair of the audit committee of Tivity Health, Inc., a publicly-traded provider of fitness, healthy life changing, and digital engagement solutions that went private in 2022. She was a principal of Vestar Capital Partners, L.P. (Vestar), a private equity firm specializing in management buyouts, recapitalizations and growth equity investments, from August 2001 until April 2017. While at Vestar, Ms. Russell served on the boards of directors of a number of companies, including most recently as a director of DeVilbiss Healthcare LLC from 2012 until 2015 and as a director and a member of the audit committee of 21st Century Oncology Inc. from 2008 until 2016, including as the chair of the audit committee until 2014, both private healthcare companies. She also served as a director of DynaVox Inc., a communications device manufacturer, from 2004 until 2014, including serving as the chair of its audit committee until its initial public offering in 2010. Ms. Russell is also chair of the board of St. Thomas Aquinas Catholic School, where she has served since 2018, and has served on the advisory boards of McIntire School of Commerce since 2016 where she is the current chair and the Jefferson Scholars Foundation at the University of Virginia since 2008. We believe Ms. Russell’s qualifications to serve on our board of directors include her financial, operating, mergers and acquisitions, and management experience gained through working with a variety of private equity portfolio companies, her knowledge and experience gained through service on the boards of other companies, and her high level of financial literacy and experience with capital and credit markets gained through her investment experience. | | Rebecca Martinez O'Mara | Term Expires May 2027 | | | Rebecca Martinez O'Mara, 60, has been a member of our board of directors since May 2022 and is the chair of our nominating and corporate governance committee. Ms. O’Mara currently serves as a director of Enviri Corporation, a publicly-traded environmental solutions company. Ms. O’Mara served as President of Industrial Services for Stanley Black & Decker, Inc., a Fortune 500 manufacturer of industrial tools and household hardware, from 2020 to 2022. She was previously Vice President of Services and Solutions at Grundfos Holdings A / S, a global pump manufacturer, from 2017 to 2019. From 2013 to 2017, she was Vice President of Marketing, Customer Service and Aftermarket, at Sullair, LLC, a global industrial air compressor manufacturer. From 2007 to 2012, Ms. O’Mara was Program Director at Fiat Industrial SpA, a global heavy equipment manufacturer. Prior to her role at Fiat, Ms. O’Mara was Director of Global Business Development - Remanufacturing for Caterpillar Inc., a Fortune 100 construction equipment manufacturer from 2003 to 2007. She started her career at AT&T (formerly Ameritech) where she spent over 10 years in various positions including marketing, operations, and public policy. Ms. O'Mara is a member of the Latino Corporate Directors Association and is also a Chicago United Business Leaders of Color Honoree. We believe Ms. O'Mara's qualifications to serve on our board of directors include executive operational experience as a profit and loss leader at numerous industrial companies, including roles in business development, strategy, financial and organizational management, mergers and acquisitions, and scaling businesses with Industry 4.0 solutions. She also has experience overseeing environmental, corporate social responsibility, and sustainability challenges. |

  6. Nominees for Director for the Three-Year Term That Will Expire in 2029

    | Jonathan W. Painter | Term Expires May 2028 | | | Mr. Painter, 67, has been the chairman of our board of directors since July 2020 and has been a member of our board of directors since January 2010. He previously served as the executive chairman of our board of directors from July 2019 to July 2020, our chief executive officer from January 2010 to June 2019 and served as our president from September 2009 to March 2019. He also served as our chief operating officer from September 2009 to January 2010. Prior to becoming our president, Mr. Painter was an executive vice president from 1997 to September 2009, and from 2007 to September 2009 had supervisory responsibility for our stock-preparation and fiber-based products businesses. He also served as president of our composites building products business from 2001 until its sale in 2005. Mr. Painter was our treasurer and the treasurer of Thermo Electron Corporation, now named Thermo Fisher Scientific Inc. (Thermo), a manufacturer of high-tech instrumentation, from 1994 to 1997. Prior to 1994, Mr. Painter held various managerial positions with our company and Thermo. Mr. Painter also serves as the lead independent director and member of the nominating and corporate governance and audit committees of Graham Corporation, a publicly-traded designer and manufacturer of critical equipment for the defense, space, energy and chemical industries. We believe Mr. Painter’s qualifications to serve on our board of directors include his diverse experience in operations, finance, law, acquisitions and corporate strategy, as well as his experience as our former president and chief executive officer. | | Jeffrey L. Powell | Term Expires May 2028 | | | Mr. Powell, 67, has served as our chief executive officer and a member of our board of directors since July 2019 and as our president since April 2019. He previously served as an executive vice president and co-chief operating officer from March 2018 to March 2019, with supervisory responsibility for our stock-preparation, wood processing, and fiber-based products businesses. Prior to March 2018, he had served as an executive vice president with responsibility for such businesses since March 2013. From September 2009 to March 2013, he served as our senior vice president with responsibility for such businesses. From January 2008 to September 2009, Mr. Powell was vice president, new ventures, with principal responsibility for acquisition-related activities. Prior to joining us, Mr. Powell was the chairman and chief executive officer of Castion Corporation, a manufacturer of systems for industrial wastewater treatment, from April 2003 through December 2007. Prior to Castion, Mr. Powell held various management positions at Thermo, including chief executive officer and president of one of its publicly traded subsidiaries. From 2007 to 2015, Mr. Powell served on the board of directors of TerraTherm, a private thermal technology solutions company, including on its compensation committee. We believe Mr. Powell’s qualifications to serve on our board of directors include his diverse experience in acquisitions, corporate strategy, and operations, as well as his role as our president and chief executive officer. |

  7. Determining Compensation

    Determining Compensation The compensation committee of our board of directors has primary responsibility for developing and evaluating the executive compensation for the named executive officers of our company included in the Summary Compensation Table below under "Executive Compensation." In making compensation decisions, our compensation committee reviews our company’s performance and evaluates each executive’s performance during the year, taking into consideration performance goals, 1 Adjusted diluted EPS reflects our new methodology announced on February 19, 2026 to add back intangible asset amortization expense to the calculation of this non-GAAP financial measure for the fiscal years presented. leadership qualities, scope of responsibilities, career experience, long-term potential as well as data on market compensation opportunities for comparable positions. Our compensation committee also uses its judgment in making compensation decisions. Our compensation committee is directly responsible for evaluating the performance of our chief executive officer and determining his compensation in light of the goals and objectives of our compensation program. The chief executive officer does not participate in any discussion pertaining to his compensation. It also oversees the design, development and implementation of the executive compensation program for all executive officers. Our compensation committee assesses the performance of our other named executive officers and determines their compensation, based on initial recommendations from the chief executive officer. The other named executive officers do not play a role in their own compensation determinations, and our compensation committee delegates to the chief executive officer the responsibility to communicate its compensation decisions and assessment of performance to the other named executive officers. Role of Compensation Committee Consultant. Our compensation committee retains a nationally-recognized firm, Willis Towers Watson, as its independent compensation consultant to assess the competitiveness and design of our executive compensation program and to advise the committee on the amount and form of executive compensation and succession planning. Our compensation committee has assessed the independence of Willis Towers Watson pursuant to applicable SEC rules and concluded that no conflict of interest exists that would prevent the independent representation of our compensation committee. Our compensation committee generally relies on Willis Towers Watson to provide it with comparison group benchmarking data and information as to market practices and trends, to inform it of evolving and best practices in executive compensation, and to summarize alternative proposals in structuring executive compensation arrangements. Willis Towers Watson meets regularly with our compensation committee and attends executive sessions without management as requested by our compensation committee. Compensation Peer Group. As noted above, Willis Towers Watson provides market data and other specific information on executive compensation practices and regularly meets with our compensation committee and management to discuss specific compensation data and compensation trends. To ensure that compensation levels are generally aligned with competitive market rates, our compensation consultant conducted a competitive compensation review or a "benchmarking study" based on 2024 proxy and survey data which was used to review and help determine competitive cash and equity-based compensation for our executives for the 2025 fiscal year. Our compensation consultant also conducted a benchmarking study based on 2025 proxy and survey data which was used to review and help determine competitive cash and equity-based compensation for our executives for the 2026 fiscal year. For the compensation review, market compensation data was extracted from published executive compensation surveys from Willis Towers Watson’s own and other proprietary databases and annual proxy filings from peer group companies. The companies whose compensation we benchmark include comparable manufacturing companies and selected paper and forest product companies, some of which are principally based in New England, with whom we could potentially compete for executive talent. Because the size of the organizations in our compensation peer group varies, our compensation consultant adjusts the market data, where appropriate, from our compensation peer group based on our revenue level to develop more comparable comparisons of executive compensation. While we use substantially the same compensation peer group in our competitive compensation reviews, we make changes in the composition of our compensation peer group to reflect mergers or other extraordinary corporate events (such as bankruptcy filings) and review and confirm the appropriate composition of our compensation peer group. Our 2025 compensation peer group for our executive and non-employee director compensation programs, which is set forth below, remained unchanged from the prior year.

  8. Determining Compensation

    In May 2025, our compensation committee, following recommendations put forth by our compensation consultant, approved revisions to our compensation peer group in an effort to better align our compensation peer group with our size and industry. The following compensation peer group will be used in the executive and director compensation surveys prepared by our compensation consultant to benchmark our executive compensation and non-employee director compensation programs for 2026 compensation:

  9. Components of Executive Compensation

    | Total Target Direct Compensation | = | Base Salary | + | Target Annual Cash Incentive Compensation Opportunity (or Target Bonus) | + | Target Long-Term Incentive Compensation Opportunity |

  10. Components of Executive Compensation

    | Compensation Element | Form of Compensation | Purpose | Performance Criteria | | Base Salary | Cash | Provides compensation that is not “at risk” to our named executive officers to reward them for their skill sets and service | Not performance-based; reflects skills and experience of our named executive officers | | Annual Cash Incentive Compensation | Cash | Motivates our named executive officers to achieve company performance objectives | Performance-based: objectively measured using adjusted diluted EPS and return on shareholder investment metrics | | Long-term Incentive Compensation | Performance-based Restricted Stock Unit Awards (typically represents approximately 80% of value of annual long-term incentive compensation award) | Provides incentive for our named executive officers to focus on company income growth and align with interests of our stockholders; once earned, encourages retention over a three-year vesting period from the time of grant | Performance-based: objectively measured using an adjusted EBITDA target | | | Time-based Restricted Stock Unit Awards (typically represents approximately 20% of value of annual long-term incentive compensation award) | Encourages retention of our named executive officers over a three-year vesting period | Not specifically performance-based, but at risk and aligned with shareholder value creation (based on stock price performance) |

  11. Components of Executive Compensation

    In furtherance of our pay-for-performance philosophy, our executive compensation program links a significant proportion of our executives’ total target direct compensation opportunity directly to company performance. As illustrated in the charts below, our compensation committee structured Mr. Powell’s total target direct compensation opportunity as president and chief executive officer for 2025 so that approximately 81% of his pay was "at risk" and approximately 69% of his pay was explicitly "performance-based." For our other named executive officers (NEOs), on average, approximately 63% of their total direct compensation opportunity was "at risk" and approximately 55% was explicitly "performance-based." For this purpose, we categorize our executives’ target bonus opportunity and the grant date fair value of performance-based and time-based RSUs in the calculation of "at risk" compensation and then exclude the grant date fair value of time-based RSUs to calculate "performance-based" compensation.

  12. Annual Cash Compensation

    Annual Cash Compensation Base Salary. Base salaries are determined by considering the executive’s job responsibilities and competitive compensation rates for executives with similar roles at comparable organizations in the marketplace. Base salaries are reviewed and adjusted annually at our compensation committee’s discretion based on a variety of factors, including general or regional economic conditions, cost of living changes, executive performance and changes in market rates of pay for comparable executives. In March 2025, our compensation committee approved salary increases for 2025 for our named executive officers of 4.0% on average. Cash Incentive Compensation. Cash incentive compensation opportunities are provided annually and objectively determined based on the achievement of predetermined quantitative performance measures under our stockholder-approved annual cash incentive plan. In March 2022, our board of directors approved an amendment of our cash incentive plan which amended and restated the prior cash incentive plan reapproved by stockholders and effective as of May 17, 2017, which was due to be terminated at our 2022 annual meeting of stockholders, to remove references to Section 162(m) of the Internal Revenue Code (Section 162(m)) as such section is no longer applicable to the cash incentive plan. The amendment and restatement removed the prior dollar limit on individual awards under the cash incentive plan, which had been included because it was required by Section 162(m). Stockholder approval of the cash incentive plan, which was a Section 162(m) requirement, is no longer required, and the cash incentive plan shall remain in effect for future years unless and until amended, terminated, or replaced at the discretion of the board of directors. Each year, our compensation committee selects the executives who will receive an incentive opportunity under the plan, establishes a reference (i.e., target) bonus for each executive based on competitive market compensation data, determines the performance period applicable to the award and establishes the performance goals and ranges applicable to the awards. Our annual cash incentive program is designed to measure performance objectively and our compensation committee believes that the design of our annual incentive program is highly effective in delivering incentives correlated to the financial performance of our company and uses effective benchmarks of performance. We use two performance metrics: (i) growth in adjusted diluted EPS as compared to the average adjusted diluted EPS for the prior two fiscal years and (ii) adjusted return on average stockholders’ equity (the average of stockholders' equity at the beginning and end of the fiscal year). Our compensation committee adjusts the performance measures for certain non-recurring items, such as restructuring charges, acquisition costs, amortization of acquired profit inventory and backlog, gains or losses on dispositions of assets, results of discontinued operations, effects or changes in or adoption of accounting principles, write-downs of assets or asset impairment, and discrete tax items to reflect the performance of our continuing operations. For 2026, compensation our Board amended and restated our cash incentive plan to permit adjustment for intangible asset amortization expenses and any other adjustment or exclusion established by our compensation committee to align with our new methodology for calculating adjusted diluted EPS that was announced on February 19, 2026. At the end of the performance period, actual performance is then measured against a linear scale of performance that assigns a bonus factor to a level of actual performance for each measure. Our performance metrics consist of the following: •The adjusted diluted EPS metric measures performance from -30% to 40% growth compared to the average of the prior two fiscal years, with a target established at 10% growth (at which an incentive equal to 100% of the reference bonus for that metric would be earned) and a bonus factor assigned using a scale of zero to 2.5; •The adjusted return on average stockholders’ equity metric measures performance from 4% to 12%, with a target established at an 8% return on average stockholders’ equity (at which an incentive equal to 100% of the reference bonus for that metric would be earned) and a bonus factor assigned using a scale of zero to 2.5; •The two metrics (growth in adjusted diluted EPS and adjusted return on average stockholders’ equity) are weighted equally; and •Each performance metric is translated into a bonus factor ranging from zero to 2.5 using the following linear scales: ◦The linear scale used for the adjusted diluted EPS growth metric has two slopes: from -30% to 10%, the bonus factor is calculated on a linear progression from zero to one; and from 10% to 40%, the bonus factor is calculated on a linear progression from one to 2.5. In addition, for purposes of the comparison to prior years, the performance metric used cannot be lower than -30% or higher than 40% and the maximum bonus factor that can be earned is 2.5. ◦The linear scale used for the adjusted return on average stockholders’ equity metric has two slopes: from 4% to 8%, the bonus factor is calculated on a linear progression from zero to one; and from 8% to 12%, the bonus factor is calculated on a linear progression from one to 2.5 and the maximum bonus factor that can be earned is 2.5. In March 2025, our compensation committee approved the eligible participants under our annual cash incentive plan, determined the performance measures and targets and established the 2025 fiscal year as the applicable performance period. In February 2026, our compensation committee determined the extent to which the performance measures for fiscal 2025 had been met or exceeded. Specifically, our adjusted diluted EPS metric for 2025 was lower than the prior two-year average adjusted earnings per share by -9.22%, and resulted in a bonus factor of 0.52. The adjusted return on average stockholders’ equity was 11.82% for 2025, and resulted in the bonus factor of 2.43. In 2025, these performance measures were weighted equally for all the named executive officers, and resulted in a weighted bonus factor of 1.48. In February 2026, our compensation committee determined to pay cash incentives for 2025 by applying the weighted objective bonus factor to the target bonus opportunity for each executive, resulting in the non-equity incentive plan compensation reported in the "Executive Compensation – 2025 Summary Compensation Table" set forth below. The charts below illustrate the linear scales for our performance metrics and our level of achievement in fiscal 2025.

  13. Annual Cash Compensation

    In March 2026, our compensation committee selected the executives who are eligible to receive incentive opportunities under our annual cash incentive plan for 2026, including our named executive officers, determined the performance measures and targets and established the 2026 fiscal year as the applicable performance period. Our compensation committee approved increases of approximately 14.7% on average in the target bonus opportunities of our named executive officers, including increases of approximately 26.3% for Mr. Colwell, 25.1% for Ms. Krause and 11.5% for Mr. McKenney in order to better align their respective compensation with our compensation philosophy.

  14. Long-term Incentive Compensation

    Long-term Incentive Compensation Our compensation committee considers the award of equity-based incentives to the named executive officers each year the most essential part of our executive compensation program. In an effort to minimize the potential for granting equity awards while we are in possession of material nonpublic information, our compensation committee approves all annual stock grants to our directors, officers and employees in March of each year during an open window at least two trading days after filing our Annual Report on Form 10-K. We only grant time- and performance-based RSUs as part of our long-term incentive compensation program, and have not granted options to our directors, officers or employees since 2013. Our compensation committee annually evaluates our equity compensation program against market practice using surveys conducted by its independent compensation consultant, and generally targets the total estimated value of the long-term equity awards to be delivered to executive officers between the 50th and 60th percentiles of market compensation for target long-term equity awards for executives in comparable positions based on our survey data. Our committee may also adjust the estimated value to be delivered to reflect the committee’s assessment of individual performance, value to the organization, and similar factors. Specific target equity incentive opportunities may be higher or lower than the 50th percentile. Our compensation committee believes that a portfolio of explicitly performance-focused equity incentive vehicles and retention-focused, shareholder-aligned equity incentive vehicles allows executives to be compensated for both shorter-term performance and incorporates a longer-term retention element. Our compensation committee currently uses performance-based RSUs as the primary performance-focused element of its equity incentive program and substantially fewer time-based RSUs that also provide a retention element for its equity incentive program. Approximately 80% of the value of the annual equity incentive awards to the named executive officers has been in the form of explicitly performance-based RSUs. Performance-based RSUs have a one-year performance measurement period linked to the fiscal year in which they are granted. Our compensation committee uses as the performance measure EBITDA generated from our continuing operations for the fiscal year in which the award is made and adjusted to exclude the effects of restructuring costs and other non-recurring items, results from acquisitions made during the year, depreciation and amortization expenses, and non-cash compensation expenses (adjusted EBITDA). At the end of the fiscal year, our compensation committee determines the actual adjusted EBITDA and compares it to the target adjusted EBITDA, to determine whether and to what extent the performance measure has been achieved. Performance is measured against a linear progression that has two slopes, which is intended to reward performance falling within a performance range of between 50% and 115% of the target performance measure. If actual adjusted EBITDA is between 50% and 100% of the target adjusted EBITDA, the number of shares deliverable pursuant to the RSU is determined using a straight-line linear scale between 50% and 100% of the target RSU amount. If actual adjusted EBITDA is between 100% and 115% of the target adjusted EBITDA, the number of shares deliverable pursuant to the RSU is determined using a straight-line linear scale between 100% and 150% of the target RSU amount. If actual adjusted EBITDA is below 50% of the target adjusted EBITDA, no shares are earned and the RSU is forfeited. To the extent the performance conditions on an RSU award are met, it is then subject to additional time-based vesting in three equal annual installments on March 10, beginning with the year following the year of grant, provided that the executive remains employed with our company on the applicable vesting date. Our compensation committee seeks to establish an aggressive, but achievable, adjusted EBITDA target based on our company’s expectations for each fiscal year. In March 2025, our compensation committee awarded performance-based RSUs and time-based RSUs to our named executive officers. The estimated value of the March 2025 awards granted to our named executive officers, including our chief executive officer, was split approximately 80/20 between performance-based RSUs and time-based RSUs. The grant date fair value of the time-based RSUs and performance-based RSUs was $369.59 per share. The target adjusted EBITDA established by our compensation committee for the 2025 fiscal year for the performance-based RSUs was $231.0 million. In February 2026, our compensation committee determined that the actual adjusted EBITDA for fiscal year 2025 used for this purpose was $221.6 million, which represented 95.9% of the target adjusted EBITDA, resulting in an adjustment decreasing the number of performance-based RSUs earned for the 2025 fiscal year equal to 95.9% of the target RSU amount for each executive. The earned time-based RSUs and performance-based RSUs awarded in 2025 to our named executive officers are reported below in the table "Executive Compensation – Grants of Plan-Based Awards in Fiscal 2025." The chart below illustrates the linear scale used for measuring performance under our performance-based RSUs and our level of achievement in fiscal 2025. In March 2026, our compensation committee awarded performance-based RSUs and time-based RSUs to our current named executive officers. The estimated value of the March 2026 awards granted to the named executive officers, was split approximately 80/20 between performance-based RSUs and time-based RSUs. The grant date fair value of the time-based RSUs and performance-based RSUs granted to the named executive officers in March 2026 was $331.40 per share.

  15. Other Elements of Compensation and Compensation Policies

    Other Elements of Compensation and Compensation Policies Perquisites. Our named executive officers generally do not receive perquisites, other than Mr. Westerhout. The employment agreement with Mr. Westerhout (Employment Agreement), who serves as our vice president and resides in The Netherlands, contains terms and conditions more typical of European executives. The Employment Agreement provides, among other things, that Mr. Westerhout is entitled to receive, on a monthly basis, a tax free reimbursement allowance of EUR 150, as well as a home internet allowance. See Footnote 3 in the Summary Compensation Table set forth below for more information. Retirement and 401(k) Plans. We offer a 401(k) plan to our employees based in the United States, including our named executive officers. The 401(k) plan provides for a company matching contribution based on the amount the employee voluntarily contributes, up to a maximum amount. Additionally, Mr. Westerhout, who serves as our vice president and resides in The Netherlands, is entitled to certain pension payments under Dutch law and the Employment Agreement. See "Executive Compensation - Pension Benefits" for more information. Health and Welfare Benefits. We offer health and welfare benefits to all salaried employees. These benefits include medical benefits, dental benefits, life insurance, short- and long-term disability plans, accidental death and dismemberment insurance, travel insurance, dependent care and flexible spending accounts and other similar benefits. The cost of these programs is not included in our "Executive Compensation – 2025 Summary Compensation Table" below for the named executive officers (except as noted) because they are offered to employees generally. We do not provide post-retirement health coverage to our named executive officers, unless otherwise set forth in an executive transition agreement. Employment and Severance Agreements. In general, we do not enter into employment or severance agreements with our named executive officers, other than the change in control agreements described below and the Employment Agreement with Mr. Westerhout. Under the terms of the Employment Agreement, Mr. Westerhout is entitled to severance compensation under certain circumstances. See "Executive Compensation - Potential Payments Upon Termination or Change in Control" for a discussion of the potential severance payments to Mr. Westerhout. Change in Control Agreements. We have had executive retention agreements in effect with our named executive officers since 2001 (except for Mr. Powell, whose agreement was entered into in 2008, when he joined our company, and Mr. Colwell, Ms. Krause and Mr. Westerhout whose agreements are described below). These agreements provide severance benefits to our named executive officers if their employment is terminated under specified circumstances within 24 months after a change in control (known as a "double trigger"). We believe that such agreements help retain key management in times of transition and enable them to focus on the business and the best interests of stockholders without undue concern for the security of their jobs. These agreements are described below under "Executive Compensation – Potential Payments Upon Termination or Change in Control – Executive Retention Agreements." In 2015, our board of directors determined that no tax gross-ups for purposes of excess parachute payments under Section 280G of the Code would be included in future executive retention agreements entered into with any of our employees. In November 2016, our board of directors adopted a new form of executive retention agreement to be entered into with our officers appointed after 2015 who previously did not have executive retention agreements. Ms. Krause entered into this form of agreement in 2018 upon her promotion to vice president, general counsel and secretary, Mr. Colwell entered into this form of agreement in 2019 upon his promotion to vice president, and Mr. Westerhout entered into this form of agreement in 2022 upon his promotion to vice president. This form of agreement provides severance benefits to our officers if their employment is terminated under specified circumstances within 24 months after a change in control. However, this form of agreement does not provide any tax gross-ups and instead provides that the benefits will be cut back if the application of the parachute payment tax under Section 4999 of the Code on the full amount would leave the executive with a lower net amount than having the benefit cut back to the point at which the parachute payment tax does not apply.

  16. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following table summarizes compensation information for the last three completed fiscal years for each individual who served as our chief executive officer (our principal executive officer), our chief financial officer (our principal financial officer), and our three other most highly compensated current executive officers in fiscal 2025. These executive officers are collectively referred to as the "named executive officers."

  17. Summary Compensation Table

    Summary Compensation Table

  18. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($) | Stock Awards ($)(1) | Non- Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Jeffrey L. Powell | 2025 | $970,900 | $3,036,181 | $1,491,800 | $20,380 | $5,519,261 | | President and | 2024 | $925,900 | $3,548,532 | $1,632,000 | $20,130 | $6,126,562 | | Chief Executive Officer | 2023 | $898,900 | $3,277,818 | $1,835,700 | $19,380 | $6,031,798 | | Michael J. McKenney | 2025 | $555,100 | $930,258 | $501,700 | $20,380 | $2,007,438 | | Executive Vice President and | 2024 | $536,100 | $1,100,426 | $555,900 | $20,130 | $2,212,556 | | Chief Financial Officer | 2023 | $505,100 | $964,749 | $563,800 | $19,380 | $2,053,029 | | Stacy D. Krause | 2025 | $491,100 | $584,691 | $365,600 | $20,289 | $1,461,680 | | Senior Vice President, General | 2024 | $469,100 | $683,363 | $399,500 | $19,954 | $1,571,917 | | Counsel and Secretary | 2023 | $440,100 | $599,278 | $438,900 | $19,037 | $1,497,315 | | Michael C. Colwell | 2025 | $510,100 | $437,225 | $415,900 | $20,366 | $1,383,591 | | Senior Vice President | 2024 | $492,100 | $517,045 | $460,700 | $20,087 | $1,489,932 | | | 2023 | $445,100 | $448,866 | $485,300 | $146,081 | $1,525,347 | | Fredrik H. Westerhout | 2025 | $477,376 | $433,898 | $409,780 | $146,641 | $1,467,695 | | Vice President (4) | 2024 | $443,281 | $517,045 | $437,074 | $135,322 | $1,532,722 | | | 2023 | $400,377 | $448,866 | $464,654 | $131,317 | $1,445,214 |

  19. Summary Compensation Table

    (1)Represents the aggregate grant date fair value for equity awards made to our named executive officers in fiscal years 2023, 2024 and 2025. The amounts reported in this table do not reflect whether the named executive officer has actually realized a financial benefit from the award. Grant date fair value of equity awards is computed in accordance with ASC Topic 718. For a discussion of the assumptions and methodologies used to calculate grant date fair value in this proxy statement, please refer to Notes 1 and 3 of the financial statements in our annual report on Form 10-K for the year ended January 3, 2026. For performance-based RSU awards, these amounts reflect the grant date fair value of such awards based upon actual outcome of awards earned in 2025. The maximum potential value of the performance-based RSU awards (assuming the highest level of performance achievement) that could have been earned in 2025 was: Mr. Powell - $3,767,046; Mr. McKenney - $1,153,675; Ms. Krause - $725,690; Mr. Colwell - $542,189; and Mr. Westerhout - $537,753. (2)Represents amounts earned for 2023, 2024, and 2025 under our annual cash incentive plan. Our 2025 cash incentive plan awards are described above under "Compensation Discussion and Analysis – Annual Cash Compensation." (3)Represents the total amount of all other compensation provided to our named executive officers, and for 2025 includes (a) employer contributions under our 401(k) savings plan made on behalf of the named executive officer, (b) employer payments to cover premiums for life insurance policies for the benefit of the named executive officer, and (c) in the case of Mr. Westerhout, home internet payments in 2025 of $724, tax free reimbursements in 2025 of $2,112, excess disability insurance payments in 2025 of $11,102, and pension payments in 2025 of $131,744. In 2025, our employer contribution made under our 401(k) savings plan was $17,500 for each named executive officer, other than Mr. Westerhout. In 2025, our life insurance policies provided coverage of two times an executive’s base salary up to a maximum of $1 million, and the premiums paid by us on behalf of the named executive officers were as follows: Mr. Powell - $2,880; Mr. McKenney - $2,880; Ms. Krause - $2,789; Mr. Colwell - $2,866; and Mr. Westerhout - $6,417. (4)All amounts for Mr. Westerhout, who works and resides in The Netherlands, were calculated based on a conversion rate equal to the daily average of the Euro to U.S. Dollar in 2025, which was 1.13139.

  20. Pension Benefits

    Pension Benefits Other than Mr. Westerhout, none of our named executive officers receive pension benefits. The Employment Agreement with Mr. Westerhout, who serves as our vice president and resides in The Netherlands, provides for terms and conditions more typical of European executives, including, among other things, certain pension benefits. Under Dutch law, which governs the Employment Agreement, Mr. Westerhout is entitled to participate in the Dutch government pension fund for the metal and technology sector. In 2025, we paid a total of $131,744 for Mr. Westerhout's pension benefits. All amounts for Mr. Westerhout were calculated based on a conversion rate equal to the daily average of the Euro to U.S. Dollar in 2025, which was 1.13139. See Footnote 3 in "Executive Compensation - 2025 Summary Compensation Table" for details.

  21. Grants of Plan-Based Awards in Fiscal 2025

    Grants of Plan-Based Awards in Fiscal 2025 The following table provides information on individual grants and awards of equity-based compensation made to our named executive officers during fiscal 2025.

  22. Grants of Plan-Based Awards in Fiscal 2025

    Grants of Plan-Based Awards in Fiscal 2025

  23. Grants of Plan-Based Awards in Fiscal 2025

    | Name | Grant Date | Estimated Future Payouts under Non-Equity Incentive Plan Awards ($)(1) | Estimated Future Payouts under Equity Incentive Plan Awards (#) | Grant Date Fair Value of Stock Awards ($)(2) | | Jeffrey L. Powell | 3/4/2025 | $1,491,800 | — | $— | | | 3/4/2025(3) | — | 6,516 | $2,408,248 | | | 3/4/2025(4) | — | 1,699 | $627,933 | | Michael J. McKenney | 3/4/2025 | $501,700 | — | $— | | | 3/4/2025(3) | — | 1,997 | $738,071 | | | 3/4/2025(4) | — | 520 | $192,187 | | Stacy D. Krause | 3/4/2025 | $365,600 | — | $— | | | 3/4/2025(3) | — | 1,255 | $463,835 | | | 3/4/2025(4) | — | 327 | $120,856 | | Michael C. Colwell | 3/4/2025 | $415,900 | — | $— | | | 3/4/2025(3) | — | 939 | $347,045 | | | 3/4/2025(4) | — | 244 | $90,180 | | Fredrik H. Westerhout | 3/4/2025 | $409,780 | — | $— | | | 3/4/2025(3) | — | 931 | $344,088 | | | 3/4/2025(4) | — | 243 | $89,810 |

  24. Grants of Plan-Based Awards in Fiscal 2025

    (1)Represents the cash amount earned in 2025 pursuant to an award under our cash incentive plan. In granting the award, our compensation committee established performance goals for the 2025 fiscal year as described in "Compensation Discussion and Analysis – Annual Cash Compensation – Cash Incentive Compensation." In February 2026, our compensation committee determined the level of achievement of the performance goals resulting in the payout of awards at the level disclosed in this table. See "Compensation Discussion and Analysis – Annual Cash Compensation." (2)Represents the grant date fair value of performance-based RSUs or time-based RSUs awarded to our named executive officers in 2025. The per share grant date fair value was $369.59. (3)Represents a performance-based RSU award granted in 2025 under our 2006 equity incentive plan. These RSU awards were subject to performance goals for the 2025 performance period that our compensation committee determined were met for the 2025 performance period and reflect the grant date fair value based upon actual outcome of awards earned in 2025. See "Compensation Discussion and Analysis – Long-Term Incentive Compensation." The maximum potential value of the performance-based RSU awards (assuming the highest level of performance achievement) that could have been earned in 2025 was: Mr. Powell - $3,767,046; Mr. McKenney - $1,153,675; Ms. Krause - $725,690; Mr. Colwell - $542,189; and Mr. Westerhout - $537,753. Once the performance goals are determined to have been met, the RSUs are subject to additional time-based vesting, with one-third of each RSU award vesting on March 10, beginning with the year following the grant, provided that the named executive officer remains employed with our company on each vesting date. The vesting of the RSUs is accelerated upon death, disability or change in control of the company. (4)Represents a time-based RSU award granted in 2025 under our 2006 equity incentive plan. One-third of the RSUs vest on each anniversary of March 10, beginning on March 10, 2026, provided the named executive officer remains employed with our company on each vesting date. The vesting of the RSUs is accelerated upon death, disability or change in control of our company.

  25. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 Fiscal Year-End The following table provides information on outstanding equity awards issued under our 2006 equity incentive plan and held by our named executive officers as of the end of fiscal 2025.

  26. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 Fiscal Year-End

  27. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | Stock Awards | | | Name | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | | Jeffrey L. Powell | 20,738 | $5,939,363 | | Michael J. McKenney | 6,320 | $1,810,048 | | Stacy D. Krause | 3,943 | $1,129,275 | | Michael C. Colwell | 2,962 | $848,317 | | Fredrik H. Westerhout | 2,953 | $845,739 |

  28. Outstanding Equity Awards at 2025 Fiscal Year-End

    (1)Represents the number of our shares underlying RSU awards granted in March of 2023, 2024 and 2025, provided that the named executive officer remains employed with our company through the applicable vesting dates. For time-based RSU awards, one-third of each award vests on each of the first, second and third anniversaries of March 10 of the year of grant. For performance-based RSU awards, once the performance criteria is met, one-third of each award vests on each of the first, second and third anniversaries of March 10 of the year of grant. The vesting of RSU awards is accelerated upon death, disability or a change in control of our company. For performance-based RSU awards granted in 2025, these amounts reflect the actual number of awards earned as a result of the performance metrics achieved and determined in 2026. (2)Based upon the closing price of our common stock of $286.40 on January 2, 2026, the last trading day before the end of our fiscal year.

  29. Option Exercises and Stock Vested in Fiscal 2025

    Option Exercises and Stock Vested in Fiscal 2025 The following table provides information on vesting of RSUs during fiscal 2025 for each of our named executive officers. No stock options or other equity awards granted to our named executive officers vested or were exercised during fiscal 2025.

  30. Option Exercises and Stock Vested in Fiscal 2025

    Option Exercises and Stock Vested in Fiscal 2025

  31. Option Exercises and Stock Vested in Fiscal 2025

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Jeffrey L. Powell | 12,260 | $4,611,722 | | Michael J. McKenney | 3,792 | $1,426,399 | | Stacy D. Krause | 2,412 | $907,298 | | Michael C. Colwell | 1,669 | $627,811 | | Fredrik H. Westerhout | 1,705 | $641,353 |

  32. Option Exercises and Stock Vested in Fiscal 2025

    (1)Determined by multiplying the number of shares vesting by $376.16, the closing price of our common stock on March 7, 2025, the last trading day prior to the March 10, 2025 vesting date.

  33. CEO Pay Ratio

    CEO Pay Ratio The following is a reasonable estimate, prepared under applicable SEC rules, of the ratio of the annual total compensation of our CEO to the median of the annual total compensation of our other employees. We began our analysis of CEO pay relative to median employee pay in 2025 by determining that we had approximately 3,900 employees as of a January 3, 2026 determination date. As is permitted under the SEC rules, we excluded approximately 400 persons who became our employees as a result of our acquisitions of Babbini S.p.A., GPS Engineering S.r.l., and Clyde Industries Holdings, Inc. during fiscal year 2025. We also excluded 11 non-U.S. employees (approximately 0.3% of our total workforce population) in the following countries: Australia (3 employees), Belgium (7 employees) and Japan (1 employee). Based on the remaining 3,489 employees, there has been no change in our employee population or compensation arrangements that we reasonably believe would result in a significant change to our pay ratio disclosure. Under SEC rules, we are permitted to use the same median employee identified in 2024 to calculate the pay ratio for 2025. To determine our median employee, we chose "base pay" as our consistently applied compensation definition. We used a valid statistical sampling methodology to provide a reasonable estimate of the median base pay for the employee population considered (excluding our CEO). Then we identified employees who we expected were paid within a +/- 5% range of that value, for whom we selected our median employee and determined that person’s Summary Compensation Table annual total compensation. Our median employee's Summary Compensation Table annual total compensation in fiscal 2025 was $59,810. As disclosed above, Mr. Powell’s total compensation as chief executive officer for 2025 was $5,519,261. Based upon this methodology, we estimate that the ratio of CEO pay to median employee pay is 92:1. Given the different methodologies that various public companies will use to determine an estimate of their pay ratio, the estimated ratio reported above should not be used as a basis for comparison between our company and any other company.

  34. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Employment Agreement with Mr. Westerhout. The Employment Agreement with Mr. Westerhout, who serves as our vice president and resides in The Netherlands, contains terms and conditions more typical of European executives. Mr. Westerhout also serves as a managing director of certain of our subsidiaries in Europe. Mr. Westerhout's annual base salary in 2025 was $477,376, which includes an annual holiday bonus equal to 8% of his gross salary, and he is eligible to participate in our cash incentive plan and to receive stock awards as determined by our board of directors. Mr. Westerhout is entitled to 29 holiday days per calendar year and 6.5 days off per calendar year due to a difference between the executive's contractual work week and the standard work week. All amounts for Mr. Westerhout were calculated based on a conversion rate equal to the daily average of the Euro to U.S. Dollar in 2025, which was 1.13139. The Employment Agreement may be terminated by us with observance of a notice period of four months and by Mr. Westerhout by observance of a notice period of two months. In the event of incapacity for work due to sickness, Mr. Westerhout is entitled to a maximum of 104 weeks of continued payment of salary. Under the Employment Agreement, Mr. Westerhout is entitled to participate in our industry-wide pension fund, including an additional gross pension allowance. Mr. Westerhout is entitled to receive severance payments if he is terminated without cause or resigns as a result of significant changes to his employment responsibilities, in each case, as set forth in the Employment Agreement. In the event Mr. Westerhout is entitled to severance payments, we are required to pay Mr. Westerhout 12 times his monthly salary, plus an amount equal to 150% of his monthly salary for each full year of service from May 2006 from the age of 40 to 50 and 200% of his monthly salary for each full year of service from the age of 50 onwards, subject to a maximum payment cap equal to 36 times his monthly salary. "Monthly salary" is comprised of the fixed monthly base salary, the holiday allowance and 1/12 of the average annual bonus on the basis of the cash incentive plan for the past three fiscal years. The company has also entered into a Current Retention Agreement, as defined below, with Mr. Westerhout and, under the terms of the Employment Agreement, in the event Mr. Westerhout is entitled to payment upon termination or change in control, he will receive payment on the basis of either the Current Retention Agreement or the Employment Agreement, whichever is greater. The company reimburses Mr. Westerhout's home internet payments. Additionally, Mr. Westerhout received a monthly tax free reimbursement of $176 and the company paid excess disability insurance payments of $11,102 on behalf of Mr. Westerhout in 2025. The Employment Agreement also contains standard intellectual property rights and confidentiality provisions as well as non-competition, non-solicitation and non-recruitment clauses during the term of the Employment Agreement and for 12 months thereafter. Executive Retention Agreements. We have no employment agreements or severance agreements with our current named executive officers (other than as described for Mr. Westerhout) that provide benefits upon termination of employment, other than executive retention agreements that provide benefits upon termination following a change in control. Prior Retention Agreements. Executive retention agreements have been in effect with Messrs. McKenney and Powell since 2001 and 2008, respectively (as amended, the Prior Retention Agreements) and provide severance pay and continuation of certain welfare benefits in the event of a change in control and a termination of the executive’s employment under specified circumstances within 24 months following the change in control. A "change in control" is defined in the Prior Retention Agreements as: •the acquisition by any person of 20% or more of our outstanding common stock or voting securities; •the failure of our incumbent directors to constitute a majority of our board of directors, with "incumbent directors" meaning directors who are members of our board of directors on the date of the agreement and members who are subsequently nominated or elected by a majority of the incumbent directors; •the consummation of a merger, consolidation, reorganization, recapitalization or statutory share exchange, or the sale or other disposition of all or substantially all of our assets, unless immediately after such transaction (a) the holders of our common stock immediately prior to the transaction own more than 80% of the outstanding voting securities of the resulting or acquiring corporation in substantially the same proportions as their ownership immediately prior to such transaction and (b) no person after the transaction owns 20% or more of the outstanding voting securities of the resulting or acquiring corporation; or •approval by our stockholders of a plan to completely liquidate or dissolve our company. The Prior Retention Agreements provide for the immediate vesting of all of the named executive officer’s unvested equity incentive awards upon a change in control. In addition, the Prior Retention Agreements provide severance benefits in the event the named executive officer’s employment is terminated during the 24-month period following the change in control (a "double-trigger" event). If there is a change in control and the named executive officer’s employment terminates due to death, disability or voluntarily without "good reason," the named executive officer receives a lump sum payment equal to: •his or her salary through the date of termination; •any cash incentives earned but not yet paid for the most recently completed fiscal year; and •a pro rata cash incentive for the year in which his or her employment terminates based on the higher of the individual’s current target bonus or cash incentive for the most recently completed fiscal year (a "pro rata bonus"). In the event the named executive officer’s employment is terminated, either voluntarily with "good reason" or involuntarily "without cause," during the 24-month period following a change in control, the Prior Retention Agreements provide for severance payments and the continuation of certain welfare benefits. In such event, the named executive officer would receive: •salary through the date of termination; •any bonus earned but not yet paid for the most recently completed fiscal year; •a pro rata bonus (calculated as above); •a lump sum severance payment equal to two times the sum of the highest annual salary and bonus (or current year reference bonus if higher) within the five years prior to the year of termination; •continuation of health, welfare and other fringe benefits applicable immediately prior to termination for a period of two years; •additional age and length of service equal to two years in calculating the pension and supplemental retirement benefits payable to the named executive officers under our Retirement Plan and Restoration Plan; and •a cash payment to be used toward outplacement services equal to $20,000. The timing of payments under the Prior Retention Agreements is subject to applicable provisions of Section 409A of the Code. In addition, the Prior Retention Agreements require gross-up payments for any excise tax imposed on the named executive officer if payments under the agreements are deemed to be "excess parachute payments" under Section 280G of the Code (Section 280G).

  35. Potential Payments Upon Termination or Change in Control

    Current Retention Agreements. In 2016, our board of directors adopted a new form of executive retention agreement for new agreements entered into from and after November 16, 2016 (Current Retention Agreement, and together with the Prior Retention Agreements, the Executive Retention Agreements). Ms. Krause entered into a Current Retention Agreement when she became our vice president, general counsel and secretary on July 1, 2018, Mr. Colwell entered into a Current Retention Agreement when he became our vice president on July 1, 2019 and Mr. Westerhout entered into a Current Retention Agreement when he became our vice president on May 16, 2022. The Current Retention Agreement is substantially similar to the Prior Retention Agreement, subject to changes to the definitions of "cause" and "good reason" and the exceptions described below. The "change in control" definition is the same as the Prior Retention Agreement, except that: •The threshold for an acquisition in the definition of "change of control" has been increased to 40% or more of our outstanding common stock or voting securities (from 20%); and •In the definition of "change of control", in the stated requirements for a consummation of a merger, consolidation, reorganization, recapitalization or statutory share exchange, or the sale or other disposition of all or substantially all of our assets, the ownership threshold of outstanding voting securities of a resulting or acquiring corporation for holders of our common stock immediately prior to a transaction in the definition of "change of control" has been decreased to 60% (from 80%). Like the Prior Retention Agreement, the Current Retention Agreement also provides for immediate vesting of all of the named executive officer’s unvested equity incentive awards upon a change in control, provided that the named executive officer executes a release that becomes enforceable within 60 days from his or her date of termination. In the event that the named executive officer’s employment is terminated, either voluntarily with "good reason" or involuntarily "without cause," during the 24-month period following a change in control, the Current Retention Agreements provide for severance payments and the continuation of certain welfare benefits. In such event, the named executive officer would receive: •salary and unpaid accrued vacation pay through the date of termination; •any bonus earned but not yet paid for the most recently completed fiscal year; •a pro rata bonus (calculated as above); •a lump sum severance payment equal to two times the sum of (x) the greater of the executive officer’s highest annual salary in effect in the 12-month period ending on the change of control date or termination date and (y) the greater of average annual bonus within the three years prior to the year of termination or the executive’s reference bonus (the higher of the reference bonus for the year of the change in control or the year of the termination date); •COBRA premiums for coverage under our group health and dental insurance the named executive officer would have received if employment had not been terminated (less the named executive officer’s portion of the premiums) for a period of 18 months; •matching contributions we would have made to the named executive officer’s 401(k) if he or she had contributed at the same rate and under the same matching formula for a period of two years; •reimbursement for any unpaid business expenses submitted prior to the named executive officer's termination date; and •a cash payment to be used toward outplacement services equal to $20,000. The Current Retention Agreement does not provide for tax gross-ups for purposes of excess parachute payments under Section 280G. The Current Retention Agreement also provides that benefits will be cut back if the application of the parachute payment tax under Section 4999 of the Code on the full amount would leave the executive with a lower net amount than having the benefit cut back to the point the parachute payment tax does not apply. If a "change in control" (as defined under the Executive Retention Agreements) had occurred on January 3, 2026 (the last day of our 2025 fiscal year), all of our named executive officers, other than Mr. Westerhout who would be entitled to receive payment under the Employment Agreement if such payment was larger, would have received the cash incentive payment reported in the Summary Compensation Table under the column headed "Non-Equity Incentive Plan Compensation." In the event of a termination for "cause," the named executive officer would only receive his or her salary through the date of termination and any previously earned but deferred bonus. If a termination for cause had occurred on January 3, 2026, no additional payments would have been received by our named executive officers. The following table sets forth the estimated compensation that would have been payable to our named executive officers had a change in control event occurred as of January 3, 2026 and their employment were to have been terminated for good reason by the executive or without cause by us on that date.

  36. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE The following tables and related disclosures provide information about (i) the "total compensation" of our principal executive officer (PEO) and our other named executive officers (Other NEOs) as presented in the Summary Compensation Table on page 26 (SCT Amounts) and from prior years, (ii) the "compensation actually paid" (CAP) to our PEO and our Other NEOs, as calculated pursuant to the SEC’s pay-versus-performance rules (CAP Amounts), (iii) certain financial performance measures, and (iv) the relationship of the CAP Amounts to those financial performance measures. This disclosure has been prepared in accordance with Item 402(v) of Regulation S-K under the Exchange Act and does not necessarily reflect value actually realized by the executives or how our Compensation Committee evaluates compensation decisions in light of company or individual performance. For discussion of how our Compensation Committee seeks to align pay with performance when making compensation decisions, please review "Compensation Discussion and Analysis" beginning on page 16.

  37. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for PEO (1) | Compensation Actually Paid to PEO (2) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers (1) | Average Compensation Actually Paid to Non-PEO Named Executive Officers (2) | Value of Initial Fixed $100 Investment Based on: | | Net Income | Company-Selected Measure (4) | | | | | | | Total Shareholder Return | Peer Group Total Shareholder Return (3) | | | | 2025 | $5,519,261 | $4,393,172 | $1,580,101 | $1,359,961 | $207.33 | $170.39 | $103,681,000 | $9.26 | | 2024 | $6,126,562 | $7,985,878 | $1,701,782 | $2,048,942 | $249.89 | $152.76 | $112,554,000 | $10.28 | | 2023 | $6,031,798 | $8,891,608 | $1,630,226 | $2,138,678 | $202.20 | $137.97 | $116,806,000 | $10.04 | | 2022 | $4,944,998 | $3,320,545 | $1,356,271 | $1,103,554 | $127.42 | $108.69 | $121,730,000 | $9.24 | | 2021 | $5,934,170 | $8,960,596 | $1,725,405 | $2,357,145 | $164.41 | $123.74 | $84,881,000 | $7.83 |

  38. PAY VERSUS PERFORMANCE

    (1)Our PEO was Jeffrey L. Powell for all years in the table. Our Other NEOs were Michael J. McKenney, Stacy D. Krause, Michael C. Colwell and Fredrik H. Westerhout for 2025, 2024, 2023 and 2022 and Michael J. McKenney, Eric T. Langevin, Stacy D. Krause and Peter J. Flynn for 2021. (2)The following table describes the adjustments, each of which is prescribed by SEC rule, to calculate the CAP Amounts from the SCT Amounts. The SCT Amounts and the CAP Amounts do not reflect the actual amount of compensation earned by or paid to our executives during the applicable years, but rather are amounts determined in accordance with Item 402 of Regulation S-K under the Exchange Act. The change in the fair values of time-based RSUs across measurement dates is attributable to the change in stock prices. The change in the fair values of the performance-based RSUs is the product of the number of performance-based RSUs earned based on performance versus goal and stock price at the requisite measurement dates. (3)The peer group is the Dow Jones US Industrial Machinery TSM. (4)Adjusted Diluted EPS, a non-GAAP financial measure, is calculated as GAAP diluted earnings per share adjusted to exclude amortization expense related to acquired profit in inventory and backlog, acquisition costs, restructuring and impairment costs, and other income or expense, as indicated. In other areas of this Proxy Statement, we refer to our new methodology of calculating adjusted diluted EPS announced on February 19, 2026, however, the Company-Selected Measure for 2025 was based on the prior methodology of calculating adjusted diluted EPS.

  39. PAY VERSUS PERFORMANCE

    | | SCT Amounts | Subtract amounts reported in the "Stock Awards" and "Option Awards" columns in the SCT for applicable FY | YE Value of Current Year Awards Outstanding as of YE | Change in Value as of YE for Prior Year Awards Outstanding as of YE | Change in Value as of Vesting Date for Prior Year Awards that Vested During the Year | Total Adjustments | CAP Amounts | | CEO | | | | | | | | | 2025 | $5,519,261 | $(3,036,181) | $2,341,555 | $(751,072) | $319,609 | $(1,126,089) | $4,393,172 | | 2024 | $6,126,562 | $(3,548,532) | $3,856,789 | $879,929 | $671,130 | $1,859,316 | $7,985,878 | | 2023 | $6,031,798 | $(3,277,818) | $4,263,771 | $1,310,977 | $562,879 | $2,859,809 | $8,891,608 | | 2022 | $4,944,998 | $(2,031,868) | $1,845,736 | $(951,717) | $(486,604) | $(1,624,453) | $3,320,545 | | 2021 | $5,934,170 | $(3,070,380) | $4,038,932 | $1,584,393 | $473,481 | $3,026,426 | $8,960,596 | | Average Other NEOs* | | | | | | | | | 2025 | $1,580,101 | $(596,518) | $459,819 | $(145,833) | $62,392 | $(220,140) | $1,359,961 | | 2024 | $1,701,782 | $(704,469) | $765,552 | $168,555 | $117,523 | $347,160 | $2,048,942 | | 2023 | $1,630,226 | $(615,439) | $800,223 | $232,907 | $90,762 | $508,452 | $2,138,678 | | 2022 | $1,356,271 | $(412,289) | $374,463 | $(141,671) | $(73,220) | $(252,718) | $1,103,554 | | 2021 | $1,725,405 | $(746,662) | $903,078 | $355,520 | $119,804 | $631,740 | $2,357,145 |

  40. PAY VERSUS PERFORMANCE

    * Amounts presented are averages for the entire group of Other NEOs in each respective year. The following table lists the three financial performance measures that, in our assessment, represent the most important performance measures we use to link the CAP Amounts for our named executive officers for 2025 (our most recently completed fiscal year), to company performance. Of these measures, we have identified Adjusted Diluted EPS (Company Selected Measure) as the most important of our financial performance measures (that is not already required to be disclosed in the pay versus performance table above) used to link CAP Amounts for our executives for 2025 to company performance.

  41. PAY VERSUS PERFORMANCE

    | Adjusted Diluted EPS | | Adjusted Average Return on Shareholders' Equity | | Adjusted EBITDA |

  42. PAY VERSUS PERFORMANCE

    The following charts show graphically the relationships over the past three years of the CAP Amounts for our PEO and Other NEOs as compared to our cumulative total shareholder return (TSR), Peer Group TSR, Net Income and Adjusted Diluted EPS, as well as the relationship between TSR and Peer Group TSR:

  43. PAY VERSUS PERFORMANCE

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  44. PAY VERSUS PERFORMANCE

    Our CAP has largely followed the trend of our TSR and Adjusted Diluted EPS over the past five years. Net Income is not directly used by our compensation committee in determining our executive compensation, however Net Income is the most directly comparable GAAP financial measure used in our calculation of Non-GAAP Adjusted EBITDA. Net Income decreased 4% in 2023 from 2022 due to a $15.1 million after tax gain on the sale of one of our manufacturing facilities in China in 2022 (China Transaction). The gain on sale from the China Transaction was excluded from Adjusted EBITDA and, therefore, was not considered by our compensation committee when determining performance-based compensation for our executives in 2023. In 2024, the relationship between Net Income and CAP stabilized and aligned, with both declining slightly. In 2025, the correlation between Net Income and CAP remained strong. We are pleased with the strong correlation between compensation paid to our executives and our stock price for each of the fiscal years shown. For each of the fiscal years shown, we believe the CAP Amounts for our PEOs and Other NEOs were consistent with the changes in our TSR, peer group TSR and the Company Selected Measures, reflecting the pay-for-performance approach applied by our compensation committee.

  45. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The compensation of our directors who are not employees is reviewed annually by our compensation committee based on recommendations of our compensation committee consultant. Our compensation committee’s philosophy has been generally to target cash compensation of non-employee directors at approximately the 25th percentile of the comparative data from the peer group of companies we benchmark against for executive compensation purposes and to target annual equity compensation at approximately the 75th percentile of our peer group. At our 2017 annual meeting, in connection with an amendment of our 2006 equity incentive plan, our stockholders approved a cap on total annual non-employee director compensation of $750,000 (based on the grant date fair value of equity awards for financial reporting purposes and cash payable to any non-employee director in any fiscal year). Our directors who are not employees were paid the following cash compensation for serving on our board of directors in 2025: •An annual retainer of $70,000. •An additional annual retainer for the non-employee chairman of the board of $85,000. •An additional annual retainer for chairs of the following committees: audit committee - $15,000; compensation committee - $12,500; nominating and corporate governance committee - $10,000; risk oversight and sustainability committee - $10,000. •Reimbursement of out-of-pocket expenses incurred in attending or participating in meetings of our board of directors or its committees. Our compensation committee determined the appropriate size of the annual retainer for the non-employee chairman of the board to be $85,000 by referring to the benchmarking study prepared by its compensation consultant, Willis Towers Watson, in 2025. We do not provide any meeting fees to our directors for their board service. All retainers are paid in equal monthly installments. We do not pay any director compensation to our directors who are also employees, such as Mr. Powell, who is our president and chief executive officer. In the first quarter of 2026, our compensation committee conducted its review and approved increases to the annual retainers for the non-employee chair of the audit committee from $15,000 to $20,000 and compensation committee from $12,500 to $15,000. Our compensation committee has approved a compensation framework for determining the annual equity component of non-employee director compensation. Under this framework, we continue to target director cash compensation at approximately our peer group’s 25th percentile and director equity compensation at approximately our peer group’s 75th percentile. However, with respect to equity compensation, our compensation committee considers adjusting the value of the award based on the 75th percentile by considering our performance, including our financial performance and TSR, in the last fiscal year and over the last several fiscal years. Our compensation committee believes that this framework ensures that our director compensation program is never significantly out of line with market practice but will allow our performance to be factored into the calculation. In the first quarter of 2025, our compensation committee conducted its review and recommended that the annual equity awards to our non-employee directors remain the same at such number of RSUs determined by dividing $170,000 by the grant date fair value per share of our common stock based on the closing price on the day of grant, which would be the date of our 2025 annual meeting, calculated in accordance with ASC Topic 718, subject to stockholder approval. Our compensation committee determined the appropriate size of the annual equity award for non-employee directors to recommend by referring to the benchmarking study prepared by its compensation consultant, Willis Towers Watson, in 2024; measuring the compensation of our directors against our compensation peer group, and the GICS 20/Russell 3000 (excluding the S&P 500) index used by ISS to review director compensation; and by considering other factors, including our operational and financial performance, our one- and three-year TSR, and the value of a potential award. In 2024, the company’s financial performance was above the median for its peer compensation group. Our one-year TSR was 25% and our three-year TSR was 15%. The RSU awards were approved by the stockholders at our 2025 annual meeting, with approximately 96% of shares voted to approve the awards. These RSUs vested as follows: 50% on June 1, 2025 and 25% at the end of each of the third and fourth fiscal quarters of 2025. In the first quarter of 2026, our compensation committee conducted its review and recommended to our board of directors that the annual equity awards to our non-employee directors remain the same at such number of RSUs determined by dividing $170,000 by the grant date fair value per share of our common stock based on the closing price on the day of grant, calculated in accordance with ASC Topic 718. Our compensation committee determined the appropriate size of the annual equity award for non-employee directors to recommend for approval by our board of director by referring to the benchmarking study prepared by its compensation consultant, Willis Towers Watson, in 2025; measuring the compensation of our directors against our compensation peer group, and the GICS 20/Russell 3000 (excluding the S&P 500) index used by ISS to review director compensation; and by considering other factors, including our operational and financial performance, our one- and three-year TSR, and the value of a potential award. In 2025, the company’s financial performance was below the median for its peer compensation group. Our one-year TSR was -18% and our three-year TSR was 17%. Our board of directors granted these awards in March 2026. The RSUs will vest as follows: 25% at the end of each of the first, second, third and fourth fiscal quarters of 2026. We have determined not to seek stockholder approval of these awards this year and in future years. Such stockholder approval was never required. All awards to directors are made under our stockholder-approved equity incentive plan. The vesting of all awards accelerates in the event of a change in control of our company. Any awards, to the extent not previously vested, are forfeited if the individual is no longer a member of the board of directors on the vesting dates. Under our stock ownership guidelines, our non-employee directors are required to hold shares of our stock equivalent in value to five times their annual cash retainer. For purposes of calculating stock ownership, we include shares beneficially held by each director and unvested RSUs. Compliance with the guidelines is measured annually following the close of the fiscal year, and each director has five years from the later of the adoption of our stock ownership guidelines or their appointment as a director to attain compliance. As of March 1, 2026, all of our directors were in compliance with our stock ownership guidelines. Our stock ownership guidelines for executive officers are described in "Compensation Discussion and Analysis—Stock Ownership Guidelines."

  46. Director Compensation for Fiscal 2025

    Director Compensation for Fiscal 2025 The following table provides compensation information for our non-employee directors in fiscal 2025. Our directors do not receive any non-equity incentive plan compensation, hold deferred compensation cash balances, receive pension benefits or perquisites or other personal benefits for service on our board of directors. Mr. Powell is our president and chief executive officer and does not receive any compensation for his service as a director. See "Executive Compensation—2025 Summary Compensation Table" for information about the compensation we paid Mr. Powell in 2025.

  47. Director Compensation for Fiscal 2025

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | John M. Albertine | $82,500 | $169,973 | $252,473 | | Thomas C. Leonard | $85,000 | $169,973 | $254,973 | | Rebecca Martinez O'Mara | $80,000 | $169,973 | $249,973 | | Jonathan W. Painter | $155,000 | $169,973 | $324,973 | | Erin L. Russell | $80,000 | $169,973 | $249,973 |

  48. Director Compensation for Fiscal 2025

    (1)The amounts reported in this column are for annual board and chair retainers earned in 2025. (2)Represents the grant date fair value of the 527 RSUs granted to each of our non-employee directors in 2025, which was $322.53 per share, computed in accordance with ASC Topic 718.