DEF 14A of Alamo Group Inc, Mar 13, 2025

DEF 14A of Alamo Group Inc

Filed Mar 13, 2025 · FY20240000897077-25-000042

Open on EDGAR

  1. Election of Directors

    Election of Directors The Bylaws of the Company provide that the number of directors which shall constitute the whole Board of Directors shall be fixed and determined from time to time by resolution adopted by the Board of Directors. As of the date of this Proxy Statement, the Board of Directors is comprised of nine (9) directors. As announced by the Company on December 20, 2024, Jeffery A. Leonard is retiring as President and Chief Executive Officer of the Company in 2025, and is therefore not a director nominee at the Annual Meeting. Accordingly, effective May 8, 2025, the number of directors constituting the whole Board of Directors shall be reduced from nine (9) to eight (8).

  2. Election of Directors

    | | Each director elected at the Annual Meeting will serve until the next Annual Meeting of Stockholders or until a successor is elected and qualified. |

  3. Election of Directors

    Unless otherwise instructed, shares represented by properly executed proxies in the accompanying form will be voted for the individuals nominated by the Board of Directors set forth below. Although the Board of Directors anticipates that the listed nominees will be able to serve, if at the time of the meeting any such nominee is unable or unwilling to serve, such shares may be voted at the discretion of the proxy holders for a substitute nominee. The Nominating/Corporate Governance Committee of the Board of Directors recommended the individuals listed below to the Board of Directors and the Board of Directors nominated them. Certain information concerning such nominees, including all positions with the Company and principal occupations during the last five years, is set forth below. We have provided below information about our nominees, all of whom are incumbent directors, including their ages, years of service as directors, and business experience. We have also included information about each nominee’s specific experience, qualifications, attributes, or skills that led the Board to conclude that he/she should serve as one of our directors in light of our business and structure. All of our nominees bring to our Board extensive management and leadership experience gained through their service as executives and, in several cases, chief executive officers, chief operating officers or chief financial officers of diverse businesses. In these executive roles, they have taken hands-on, day-to-day responsibility for strategy and operations, including management of capital, risk and business cycles. In addition, several nominees bring private and public company board experience with either significant experience on other boards or long service on our Board. This broadens their knowledge of board policies and processes, rules and regulations, issues and solutions.

  4. Election of Directors

    | Alamo Group Inc. | 10 | Proxy Statement |

  5. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

    NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

  6. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

    | Robert P. Bauer | Age: 66 | Director Since: 2015 | Position: Independent Director | | | Robert P. Bauer has been a director of the Company since August 2015. Mr. Bauer served as President and Chief Executive Officer and as a director of the L.B. Foster Company ("L.B. Foster"), a manufacturer, fabricator and distributor of products and services for transportation and energy infrastructure, from 2012 until his retirement in 2021. L.B. Foster specializes in infrastructure solutions for freight and transit rail systems; construction products for highway bridges and ports; tubular products and services for pipeline applications; and precision metering solutions for energy pipelines. Mr. Bauer served as President of Emerson Climate Technologies, Refrigeration Division, a business segment of Emerson Electric Co., a diversified global manufacturing and technology company, ("Emerson") from June 2011 to February 2012. He also served as President of Emerson Network Power, Liebert Division, from January 2002 through May 2011. Mr. Bauer spent 18 years with Emerson in various senior management positions, and became a Group Vice President, Emerson in 2004. Prior to Emerson, he held management positions with Rockwell Automation and Westinghouse Electric. | | | Mr. Bauer brings to the Board many years of executive experience in the global manufacturing environment, with valuable and extensive knowledge concerning global product marketing, new product development, strategic planning, corporate governance, and mergers and acquisitions. |

  7. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

    | Alamo Group Inc. | 11 | Proxy Statement |

  8. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

    | Eric P. Etchart | Age: 68 | Director Since: 2015 | Position: Independent Director | | | Eric P. Etchart has been a director of the Company since August 2015. From 2007 until his retirement in January 2016, Mr. Etchart served as Senior Vice President for the Manitowoc Company, Inc., a global manufacturer of cranes and food service equipment serving both residential and non-residential markets as well as infrastructure and power industries. Mr. Etchart was the President of the Manitowoc Crane Group from 2007 until 2015 and Senior Vice President of Business Development from 2015 until his retirement. Prior to joining Manitowoc, Mr. Etchart held various management positions for Potain S.A., a global manufacturer of tower cranes, until it was acquired by Manitowoc in 2001. In 2022, Mr. Etchart demonstrated his commitment to outstanding modern leadership and ESG excellence by successfully completing the required coursework, and passing a comprehensive examination, to obtain a Diligent Climate Leadership Certification, presented by the Diligent Institute. In 2023, Mr. Etchart completed an ESG Leadership Certificate Program through Diligent Institute and Competent Boards. The program is designed to prepare leaders with the knowledge and skills to address ESG challenges and opportunities. Mr. Etchart is also a National Association of Corporate Directors (NACD) Board Leadership Fellow. | | | Mr. Etchart brings to the Board over thirty years of global manufacturing experience, extensive knowledge of and expertise in finance and marketing, ESG proficiency, climate risk and related strategy, and is a French national with over twenty years of management experience outside the U.S., which provides the Company with a meaningful international perspective on global markets. |

  9. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

    | Alamo Group Inc. | 12 | Proxy Statement |

  10. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

    | Nina C. Grooms | Age: 56 | Director Since: 2021 | Position: Independent Director | | | Nina C. Grooms has been a director of the Company since December 2021. Ms. Grooms has been Chief Executive Officer of CDO Solutions since November 2024. CDO Solutions specializes in AI and digital transformation strategies and solutions that revolutionize how organizations operate and innovate. From August 2022 to April 2024, Ms. Grooms served as Chief Executive Officer of Oralucent, an oral care company that seeks to revolutionize oral care, and that holds several patents related to Artificial Intelligence and blue light technology. Prior to joining Oralucent, Ms. Grooms was Chief Product Officer of May Mobility in Ann Arbor, Michigan. May Mobility is a leader in autonomous vehicle technology with a mission to transform communities through the development and deployment of safe and accessible autonomous vehicles. Ms. Grooms joined May Mobility in 2020. Prior to joining May Mobility, Ms. Grooms served in various executive roles with Ford Motor Company, most recently as Chief Product Owner for Ford's Autonomous Vehicle Group and Chief Operating Officer of Connected Solutions for Ford’s retail vehicles. Prior to her service with Ford, Ms. Grooms held several executive positions with the General Electric Company from 2012 to 2017, including as Vice President, Global Customer & Services Marketing, Artificial Intelligence & IoT Software at GE Digital. | | | Ms. Grooms brings extensive experience in many areas relevant to the Company, including CEO and CxO experience, AI, cybersecurity, digital transformation, IoT/connected solutions, product development, sales, marketing, engineering, SaaS and cloud. |

  11. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

    | Alamo Group Inc. | 13 | Proxy Statement |

  12. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

    | Colleen C. Haley | Age: 58 | Director Since: 2024 | Position: Independent Director | | | Colleen C. Haley has been a director of the Company since December 2024. Ms. Haley has been Chief Executive Officer of Quality Metalcraft/Experi-Metal, Inc. (“QMC-EMI”) since March 2021. Based in Livonia, Michigan, QMC-EMI is a leading metal fabrication company serving the automotive, commercial vehicle, aerospace, and defense industries. Prior to her role with QMC-EMI, Ms. Haley was Group Vice President, Operations, with Parker Hannifin Corporation from 2016 to 2021. Parker Hannifin is a Fortune 250 global leader in motion and control technologies and systems. From 2000 to 2016, Ms. Haley held various senior managerial positions with Yazaki Corporation, a privately-held global tier one automotive supplier. Ms. Haley’s roles included leading Yazaki’s business in South America. Her previous positions at Yazaki included Business Unit President, Vice President Supply Chain and Vice President Human Resources. From 1991 to 1995, Ms. Haley held managerial positions with ALCOA, and from 1995 to 2000, with a joint venture, Alcoa Fujikura Ltd. Ms. Haley holds both a Bachelor of Science and Master of Science from Michigan State University. | | | Ms. Haley brings to the Board diverse global executive experience and deep expertise in many areas relevant to the Company, including expertise in supply chains, strategic planning, distribution channels, and human resources. |

  13. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

    | Paul D. Householder | Age: 55 | Director Since: 2024 | Position: Independent Director | | | Paul D. Householder has been a director of the Company since February 2024. Mr. Householder is currently the President and Chief Executive Officer of Ag Growth International Inc. ("Ag Growth"), a global manufacturer of portable and stationary grain handling, storage and conditioning equipment, including augers, belt conveyors, storage bins, handling accessories and aeration equipment. Mr. Householder joined Ag Growth in 2019 as Executive Vice President, International. He served as Executive Vice President, Global Operations, and Executive Vice President and Chief Operating Officer at Ag Growth before serving in his current role. Prior to Ag Growth, Mr. Householder spent twenty-eight years with Air Products & Chemicals, Inc., holding several global leadership roles focusing on continuous improvement, business development, sales, and engineering. | | | Mr. Householder brings to the Board over thirty years of global manufacturing experience, with strong focus on operations, including strategic planning, change management, global operations, negotiation, Lean Six Sigma, and continuous improvement. |

  14. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

    | Alamo Group Inc. | 14 | Proxy Statement |

  15. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

    | Tracy C. Jokinen | Age: 56 | Director Since: 2016 | Position: Independent Director | | | Tracy C. Jokinen has been a director of the Company since August 2016. From March 2020 until her retirement in January 2022, she was the Executive Vice-President and Chief Financial Officer of Vyaire Medical, a global respiratory care company. Before joining Vyaire, Ms. Jokinen was the Executive Vice President and Chief Financial Officer of Acelity L.P. Inc. ("Acelity"), a leading global medical technology company, from June 2017 until October 2019 when Acelity was acquired by the 3M Company. Before joining Acelity in June of 2017, Ms. Jokinen served as the Chief Financial Officer of G&K Services, Inc. (“G&K”), a service-focused provider of branded uniform and facility services programs, from 2014 to 2017. Prior to her service as Chief Financial Officer of G&K, Ms. Jokinen spent 22 years with Valspar Corporation (“Valspar”), a global manufacturer of paints and coatings, in various positions of increasing responsibility. Most recently, she served as Valspar’s Vice President, Corporate Finance, where she led Valspar’s tax, treasury, investor relations, internal audit, operations, finance, and corporate accounting functions. Her previous positions at Valspar included Vice President, Finance & Strategy, and Vice President, Corporate Controller and Chief Accounting Officer. | | | Ms. Jokinen's extensive and varied management experience, a significant portion of which was within the manufacturing sector, provides the Company with meaningful financial and accounting expertise and mergers and acquisitions and related integration experience, as well as useful problem solving skills relevant to a large multinational manufacturing company. |

  16. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

    | Richard W. Parod | Age: 71 | Director Since: 2017 | Position: Independent Board Chair | | | Richard W. Parod has been a director of the Company since December 2017. He was appointed Independent Board Chair in April 2024. From early 2022 until October 2024, Mr. Parod was Chief Executive Officer of AdeptAg, a private company serving the controlled environment agriculture market. Mr. Parod was the President and Chief Executive Officer and a director of the Lindsay Corporation ("Lindsay") from April 2000 until December of 2017. Lindsay is a leading global manufacturer and distributor of irrigation and infrastructure equipment and technology. Prior to Lindsay, Mr. Parod served as the Vice President and General Manager of the Toro Company's Irrigation Division from 1997 to 2000. Toro is a leading worldwide provider of outdoor turf, landscape, underground utility construction, irrigation and related equipment. | | | In his role as President and CEO with Lindsay, Mr. Parod gained valuable executive leadership experience and he brings meaningful expertise in many areas relevant to the Company, including strategic planning, manufacturing operations, product development, sales and marketing, accounting and public company governance. |

  17. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

    | Alamo Group Inc. | 15 | Proxy Statement |

  18. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

    | Lorie L. Tekorius | Age: 57 | Director Since: 2019 | Position: Independent Director | | | Lorie L. Tekorius has been a director of the Company since December 2019. Ms. Tekorius is the President and Chief Executive Officer of The Greenbrier Companies, Inc. ("Greenbrier"), a position she assumed on March 1, 2022. Ms. Tekorius is also a director of Greenbrier. Greenbrier is a leading international designer, manufacturer and marketer of freight railcar equipment and related services to global transportation markets in North America, South America, and Europe. Ms. Tekorius has served in various management positions for Greenbrier since 1995, most recently as President and Chief Operating Officer and, prior to that, as Executive Vice President and Chief Financial Officer. | | | Ms. Tekorius is a certified public accountant that provides the Company with highly relevant experience in finance, accounting, strategic planning, talent development, succession planning, ESG, mergers and acquisitions, and global manufacturing operations. Ms. Tekorius also brings executive leadership experience to the Board. |

  19. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

    The Board has delegated some of its authority to three Committees of the Board of Directors. These are the Audit Committee, Nominating/Corporate Governance Committee, and Compensation Committee. All three Committees have published charters on the Company’s website at https://www.alamo-group.com/corporate-governance/. The following table shows the membership of each Committee of the Board (all members of which are independent) as of the date of the 2025 Annual Meeting and the number of meetings held by each Committee during 2024:

  20. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

    | | Compensation Committee | Audit Committee | Nominating/Corporate Governance Committee | | Robert P. Bauer | ■ | ■ | ■ | | Eric P. Etchart | ■ | | ■ | | Nina C. Grooms | | ■ | ■ | | Colleen C. Haley(1) | ■ | ■ | | | Paul D. Householder | ■ | | | | Tracy C. Jokinen | ■ | ■ | | | Lorie L. Tekorius | | ■ | ■ | | Number of Fiscal 2024 Meetings | 4 | 4 | 3 | | ■ Chair ■ Member | | | |

  21. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

    1.Ms. Haley joined the Board in December 2024 and therefore did not attend any meetings in 2024.

  22. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

    | Alamo Group Inc. | 16 | Proxy Statement |

  23. INFORMATION CONCERNING DIRECTORS

    INFORMATION CONCERNING DIRECTORS None of the nominees for director or the executive officers of the Company has a familial relationship with any of the other executive officers or other nominees for director. In accordance with our Corporate Governance Guidelines, no director may serve on more than three public company boards of directors (including the Company's Board). Mr. Etchart has served as director of Graco Inc. since 2010 and is a member of the Audit and Governance Committees of Graco. Mr. Etchart has also served as a director of the WD-40 Company since December of 2016 where he was appointed Board Chair in December of 2024, and is also currently a member of the Corporate Governance Committee and Finance Committee. Mr. Householder has served as a director of Ag Growth International, Inc. since November 8, 2022. Ms. Jokinen has served as a director of Array Technologies, Inc. since November 8, 2022 where she is currently a member of the Audit Committee as well as the Human Capital Committee. Ms. Jokinen has also served as a director of Vestis Corporation since September 30, 2023 where she is currently Chair of the Audit Committee and a member of the Compensation and Human Resources Committee. Ms. Tekorius has served as a director of The Greenbrier Companies, Inc. since March 30, 2022. Mr. Parod has served as a director of Dragonfly Energy Holdings Corp. since October 7, 2022 where he is currently a member of the Audit and Compensation Committees. Mr. Parod had been serving as a director of Raven Industries, Inc., until the company was acquired by CNH Industrial N.V. in November of 2021. Mr. Bauer had been serving as a director and the President and Chief Executive Officer of L.B. Foster until his retirement in July of 2021. Except as disclosed above, none of the directors or nominees is a director or has been a director over the past five years of any other company which has a class of securities registered under, or is required to file reports under, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or of any company registered under the Investment Company Act of 1940, as amended. Non-management directors may meet in executive session, without the Chief Executive Officer, at any time, and there are regularly scheduled non-management executive sessions at each meeting of the Board of Directors and Committees thereof. The Independent Chair of the Board and the Chair of each Committee preside over their respective executive sessions. In determining independence, each year the Board affirmatively determines whether each director has any “material relationships” with the Company other than as a director. When assessing the “materiality” of a director’s relationship with the Company, the Board considers all relevant facts and circumstances, not merely from the director’s standpoint, but from that of the persons or organizations with which the director has an affiliation, and the frequency or regularity of the services, whether the services are being carried out at arm’s length in the ordinary course of business and whether the services are being provided substantially on the same terms to the Company as those prevailing at the time from unrelated parties for comparable transactions. The Board of Directors has determined that all of its current directors except Mr. Leonard, the Company's President and CEO, have no material relationships with the Company or its auditors and are independent within the meaning of the New York Stock Exchange (“NYSE”) listing standards on director independence and the director independence standards established under the Company’s Corporate Governance Guidelines, which are available at https://www.alamo-group.com/corporate-governance/. If you and other interested parties wish to communicate with the Board of Directors of the Company, you may send correspondence to the Corporate Secretary, Alamo Group Inc., 1627 East Walnut Street, Seguin, Texas 78155. The Secretary will submit your correspondence to the Board or to the appropriate Committee or Board member, as applicable. The Board’s policy regarding stockholder communication with the Board of Directors is available at https://www.alamo-group.com/corporate-governance/.

  24. INFORMATION CONCERNING DIRECTORS

    | Alamo Group Inc. | 17 | Proxy Statement |

  25. INFORMATION CONCERNING DIRECTORS

    Stockholders and other interested parties may communicate with non-management directors of the Board by sending their correspondence to the Corporate Secretary, Alamo Group Inc., 1627 East Walnut Street, Seguin, Texas 78155. Vote required. Each director will be elected by a majority of the votes cast with respect to such director. All proxies will be voted “FOR” these nominees unless a contrary choice is indicated. Shares voting “abstain” on any nominee for director will be excluded from the vote and will have no effect on the election of directors. Broker non-votes will also be excluded from the vote and will have no effect on the election of directors.

  26. INFORMATION CONCERNING DIRECTORS

    | “FOR” | THE BOARD OF DIRECTORS HAS APPROVED THE SLATE OF DIRECTORS AND RECOMMENDS A VOTE “FOR” THE ELECTION OF ALL EIGHT NOMINEES, WHICH IS DESIGNATED AS PROPOSAL NO. 1. PROXIES SOLICITED BY THE BOARD WILL BE VOTED "FOR" EACH NOMINEE UNLESS OTHERWISE INSTRUCTED. |

  27. INFORMATION CONCERNING DIRECTORS

    | Alamo Group Inc. | 18 | Proxy Statement |

  28. Corporate Governance

    Corporate Governance

  29. BOARD COMMITTEE ROLES AND RESPONSIBILITIES

    BOARD COMMITTEE ROLES AND RESPONSIBILITIES Set forth below is an overview of the roles and responsibilities of each Committee of the Board:

  30. BOARD COMMITTEE ROLES AND RESPONSIBILITIES

    | Compensation Committee | Audit Committee | Nominating/Corporate Governance Committee | | ■Review and approve, at least annually, the goals and objectives relevant to CEO compensation and the structure of the Company’s plans for executive compensation, incentive compensation, equity-based compensation and its general compensation, and employee benefit plans, and make recommendations to the Board; ■Evaluate annual performance of the CEO in light of the goals of the Company’s executive compensation plans, and recommend his or her compensation based on this evaluation; ■In consultation with the CEO, review, evaluate and recommend to the Board the compensation of all executive officers and key managers; ■Evaluate and recommend to the Board compensation of directors for Board and Committee service; ■Review and recommend to the Board any severance agreement made with the CEO; ■Review and recommend to the Board the amount and terms of all individual equity awards, including stock options, restricted stock or performance based equity awards; ■Review executive officer and director compliance with stock ownership requirements; and ■Approve and issue the annual report on executive compensation required by the SEC for inclusion in the Company's Proxy Statement | ■Appoint, approve compensation, and oversee the work of the independent auditor; ■Review at least annually a report by the independent auditor describing the firm’s internal control procedures and any material issues raised by the most recent internal control review; ■Preapprove all audit services and associated fees by the independent auditors; ■Preapprove all permissible non-audit services to be provided by the independent auditor; ■Review the independence of the independent auditor; ■Review the scope of audit and resolve any difficulties or disagreements with management encountered during the audit or any interim periods; ■Review and discuss with management and the independent auditor the annual audit and quarterly financial statements of the Company; ■Recommend to the Board whether financial statements should be included in the Annual Report on Form 10-K and quarterly reports; ■Review the adequacy and effectiveness of the Company's internal controls; ■Periodically review and evaluate the Company's policies and programs for identifying cybersecurity risks; ■Review the adequacy and effectiveness of the Company's disclosure controls; and ■Review financial risk assessment presented by management | ■Evaluate director candidates and has sole authority to retain a search firm in that effort, approve its fees and scope of service; ■Recommend to the Board of Directors nominees for Board election by the stockholders based upon their qualifications, knowledge, skills, expertise, experience and diversity; ■Review Board composition to reflect the appropriate balance of knowledge, skills, expertise, experience and diversity; ■Review size of the Board and the frequency and structure of Board meetings; ■Recommend to the Board the establishment, elimination, size and composition of standing Committees; ■Review, at least annually, the Company's Code of Business Conduct & Ethics; ■Periodically (at least annually) review the goals and objectives of the Company relating to sustainability matters including a review of the Company's annual sustainability reporting data and annual sustainability report; ■Oversee the Company's policies and practices regarding diversity and inclusion and climate and water risk; ■Oversee and establish procedures for the annual evaluation of the Board and management; and ■Develop, recommend to the Board, and review annually a set of corporate governance guidelines |

  31. BOARD COMMITTEE ROLES AND RESPONSIBILITIES

    | Alamo Group Inc. | 19 | Proxy Statement |

  32. BOARD COMMITTEE ROLES AND RESPONSIBILITIES

    During the fiscal year ended December 31, 2024, the Board held five meetings. With the exception of Ms. Haley who joined the Board in December 2024, each incumbent director attended in person or by phone 100% of the total number of meetings of the Board and Committees on which the director served during 2024. It is a policy of the Board that all directors attend the Annual Meeting of Stockholders. All of our directors, with the exception of Ms. Haley who joined the Board in December 2024, attended the Annual Meeting of Stockholders in May 2024 which was held as a virtual meeting. The Board has determined that under current NYSE listing standards all members of the Audit Committee are financially literate, are “Audit Committee financial experts,” and are independent under the Company’s Corporate Governance Guidelines and NYSE listing requirements, and that each has accounting or related financial management expertise as required by the NYSE listing standards. The Nominating/Corporate Governance Committee identifies, evaluates and recommends director candidates to the Board of Directors. In identifying and recommending nominees for positions on the Board of Directors, the Nominating/Corporate Governance Committee places primary emphasis on (i) judgment, character, expertise, skills and knowledge useful to the oversight of our business; (ii) diversity of viewpoints, backgrounds, experiences and other demographics; (iii) business or other relevant experience; and (iv) the extent to which the interplay of the nominee's expertise, skills, knowledge and experience with that of other members of the Board will build a board that is active, collegial and responsive to the needs of the Company. Although gender and diversity characteristics, such as race, ethnicity and nationality are important considerations in the Committee’s process, the Committee and the Board of Directors do not have a formal policy with regard to the consideration of gender and/or diversity in identifying director nominees. Nominees are not discriminated against on the basis of gender, race, religion, national origin, sexual orientation, disability or any other basis prescribed by law. Upon identifying a director candidate, or considering a director candidate recommended by a stockholder, the Committee initially determines the need for additional or replacement Board members and evaluates all the director candidates under the criteria described above, based on the information the Committee receives with the recommendation or otherwise possesses, which may be supplemented by certain inquiries. If the Committee determines, in consultation with other Board members including the Chair, that a more comprehensive evaluation is warranted, the Committee may then obtain additional information about the director candidate’s background and experience, including by means of interviews. The Committee will then evaluate the director candidate further, again using the evaluation criteria described above. The Committee receives input on such director candidates from other directors, and recommends director candidates to the full Board of Directors for nomination. The Committee may engage a third party to assist in the search for director candidates or to assist in gathering information regarding a director candidate’s background and experience. If the Committee engages a third party, the Committee approves the fee that the Company pays for such services. All of our Committee Charters and our Corporate Governance Guidelines, which have been approved by the Board, are reviewed at least annually and may be viewed on the Company’s website at https://www.alamo-group.com/corporate-governance/.

  33. EXECUTIVE COMPENSATION PHILOSOPHY AND OBJECTIVES

    The Compensation Committee is focused on closely aligning executive compensation with overall Company performance. Our long-term compensation program consists of both (i) restricted stock awards ("RSAs") with time-based three-year vesting and (ii) PSU awards, which are tied to the Company's financial performance over a three-year performance period, as more fully described below in the section titled "Long-Term Equity Incentive Compensation." The Compensation Committee believes that performance-based equity awards should comprise a significant portion of total long-term incentive compensation in order to incentivize performance against pre-established long-term goals. The Committee therefore determined that fifty percent (50%) of the value of total long-term incentive compensation for the Company's NEOs should be in the form of PSUs, while the remaining fifty percent (50%) of value should consist of RSAs. The table below provides a summary of the principal elements of 2024 pay for our NEOs:

  34. EXECUTIVE COMPENSATION PHILOSOPHY AND OBJECTIVES

    | Compensation Element | Type | Purpose | | Base Salary (Cash) | Fixed | Attract and retain executive talent | | Annual Cash Incentive (Cash) | Performance-based | Align pay with the annual financial performance of the Company and its operating divisions | | PSUs (Equity) | Performance-based | Align compensation with the Company's long-term financial performance and stockholder interests | | RSAs (Equity) | Time-based | Retain executive talent during three-year vest period while driving long-term stockholder value |

  35. BENCHMARKING AND MARKET ALIGNMENT OF EXECUTIVE COMPENSATION

    BENCHMARKING AND MARKET ALIGNMENT OF EXECUTIVE COMPENSATION The Committee aims to set NEO compensation at sufficiently competitive levels within the vegetation management and industrial equipment manufacturing industry, as well as within a broader group of companies viewed as comparable in size and complexity to the Company, in order to attract, retain and motivate its executive officers. For 2024, the Compensation Committee considered market pay practices when setting executive compensation, and used market data to assess the overall competitiveness and reasonableness of the Company's executive compensation program. For compensation benchmarking purposes, the Committee developed a peer group of companies based on the following criteria: (i) industry commonality; (ii) annual revenues in line with the Company's annual revenues; (iii) comparable total assets; (iv) comparable market capitalization; (v) similar enterprise value; and (vi) operational footprint similarities. The Committee periodically reviews and updates the Company's peer group in light of the above-stated evaluation criteria. For 2024, our peer group consisted of the companies set forth below. This is the same group of companies used to evaluate 2023 compensation decisions except for the removal of Altra Industrial Motion Corp. (which was acquired by Regal Rexnord Corp. in 2023) and the addition of Barnes Group Inc., Franklin Electric Co., Inc., Watts Water Technologies, Inc., Helios Technologies, Inc., REV Group, Inc., and Kadant, Inc.

  36. BENCHMARKING AND MARKET ALIGNMENT OF EXECUTIVE COMPENSATION

    | 2024 Peer Group Companies | | | | Enpro Inc. | The Manitowoc Company, Inc. | Columbus McKinnon Corporation | | Astec Industries, Inc. | Titan Machinery Inc. | Tennant Company | | Allison Transmission Holdings, Inc. | Douglas Dynamics, Inc. | John Bean Technologies Corporation | | Lindsay Corporation | Mueller Water Products, Inc. | Hillenbrand, Inc. | | Titan International Inc. | Federal Signal Corp. | The Shyft Group Inc. | | Wabash National Corporation | Barnes Group Inc. | Franklin Electric Co., Inc. | | Watts Water Technologies, Inc. | Helios Technologies, Inc. | REV Group, Inc. | | Kadant Inc. | | |

  37. BENCHMARKING AND MARKET ALIGNMENT OF EXECUTIVE COMPENSATION

    | Alamo Group Inc. | 32 | Proxy Statement |

  38. Annual Cash Incentive Compensation

    Annual Cash Incentive Compensation The Board of Directors has adopted the Company's Executive Incentive Plan (the “EIP”), which is an annual cash incentive plan that allows the Company to reward its NEOs and key managers based on established performance goals as described below. In February of each year, the Compensation Committee reviews proposed changes, if any, to the EIP, and then adopts incentive targets for the current year. The Compensation Committee, in its sole discretion, is entitled to interpret the EIP. Amounts under the EIP program are not deemed fully earned until paid. The 2024 EIP incentives for our CEO and our other NEOs were based on objective components. For Mr. Leonard and Ms. Kamps, the Committee used Company adjusted pre-tax income and Company inventory turnover as the criteria. For the period January 1, 2024 to August 6, 2024, Mr. Thomas served as the Vice President responsible for the Company’s Excavator and Vacuum Truck Group before he was appointed to his role as Executive Vice President of the Industrial Equipment Division. For the January 1, 2024 to August 6, 2024 period, Mr. Thomas’s incentive metrics and the related payout(s) were pro-rated to account for his change in position with the Company, and the criteria used for Mr. Thomas’s EIP for the period were the Industrial Equipment Division earnings before interest and taxes ("EBIT"), and the EBIT, organic revenue growth, and return on net assets for the Excavator and Vacuum Truck Group. For Messrs. Thomas (pro-rated for the period August 6, 2024 to December 31, 2024 to account for his appointment as Executive Vice President of the Industrial Equipment Division) and Raborn, the Committee used Company adjusted pre-tax income, Division EBIT, Division sales growth, Division inventory turnover, and Division recordable injury rate as the criteria. For Mr. Rizzuti, the Committee used Company adjusted pre-tax income, Industrial Equipment Division EBIT, and the EBIT, sales growth, return on net assets, and recordable injury rate for the Sweeper and Safety Group as the criteria.

  39. Annual Cash Incentive Compensation

    | Alamo Group Inc. | 34 | Proxy Statement |

  40. Annual Cash Incentive Compensation

    The Compensation Committee approved these combinations of performance goals in order to strike an appropriate balance with respect to incentivizing top-line growth and profitability both at the Company-wide and Divisional levels. Actual payments under the 2024 EIP could range from 0% to 200% of established target payments on the basis of performance against the pre-established targets. Target earnings for the Company and its Divisions, subsidiaries and business units are approved at the beginning of each plan year by the Board of Directors based on management’s proposed financial plan for the year considering previous earning trends, anticipated market conditions, and appropriate goals for earnings growth. These targets were set in February 2024. For 2024, the Compensation Committee recommended, and the Board of Directors approved, the weighting and criteria for the components of the EIP. The Committee set the Company pre-tax income target at $197,282,000 for Mr. Leonard and the other NEOs. The Committee set the Company inventory turnover target at 3.1 for Mr. Leonard and Ms. Kamps. Performance measures for any given year are subject to possible revisions or adjustments by the Compensation Committee if the Committee deems it appropriate to adjust for the effects of items such as extraordinary additions to or reversals of reserves, gains on bargain purchase, goodwill impairment, acquisitions and divestitures, restructuring costs, gains or losses from the sale of assets, and operating income and expenses of discontinued operations. In accordance with the adjustment provisions under the EIP, for purposes of calculating 2024 performance under the cash incentive plan, an adjustment was made to pre-tax income for the year-ended December 31, 2024 which offsets the financial impacts associated with both the Gradall Strike and the actions taken within our Vegetation Management Division as previously discussed. The Committee believes these adjustment were warranted given the nature of the costs, which are non-recurring and which we believe will improve the Company’s long-term competitive position and financial results. Payouts relating to the Company pre-tax income and Company inventory turnover components under the EIP were based on the following for 2024:

  41. Annual Cash Incentive Compensation

    | 2024 EIP Company Pre-Tax Income and Company Inventory Turnover Components | | | | | | Pre-Tax Income(1) | Company Inventory Turnover | Payout % of Target | | Maximum | $226.9 million | 3.5 | 200% | | Target | $197.3 million | 3.1 | 100% | | Mid-Threshold | $177.6 million | 2.9 | 75% | | Threshold | $157.8 million | 2.8 | 50% | | Below Threshold | < $157.8 million | < 2.8 | 0% |

  42. Annual Cash Incentive Compensation

    1.When determining performance outcomes for purposes of our annual cash incentive plan the Committee may, in its discretion, eliminate the effect of certain material items including those that are unusual, non-recurring or infrequent in nature, do not appropriately reflect management performance, or could serve as a disincentive to making decisions or taking actions that are likely to benefit the Company and its shareholders over the long-term. For purposes of determining adjusted pre-tax income EIP performance in 2024, the Compensation Committee adjusted the pre-tax income results to account for the financial impacts associated with (i) the Gradall Strike and (ii) certain measures undertaken within the Company’s Vegetation Management Division in 2024. The total adjustments associated with the Gradall Strike and the measures undertaken within the Vegetation Management Division were approximately $3.6 million and $6.1 million, respectively, in 2024.

  43. Annual Cash Incentive Compensation

    | Alamo Group Inc. | 35 | Proxy Statement |

  44. Annual Cash Incentive Compensation

    The weighting and criteria for the components of the plan for Mr. Leonard and Ms. Kamps for 2024 as set by the Compensation Committee were as follows:

  45. Annual Cash Incentive Compensation

    | Weight | Criteria | | 75% | Company pre-tax income | | 25% | Company inventory turnover |

  46. Annual Cash Incentive Compensation

    For Mr. Raborn, the weighting and criteria for the components of the plan were as follows:

  47. Annual Cash Incentive Compensation

    | Weight | Criteria | | 45% | Division EBIT | | 15% | Company pre-tax income | | 10% | Division sales growth | | 25% | Division inventory turnover | | 5% | Division recordable injury rate |

  48. Annual Cash Incentive Compensation

    For Mr. Thomas, the weighting and criteria for the components of the plan for the period of January 1, 2024 to August 6, 2024 were as follows:

  49. Annual Cash Incentive Compensation

    | Weight | Criteria | | 20% | Industrial Equipment Division EBIT | | 40% | Excavator and Vacuum Truck Group EBIT | | 15% | Excavator and Vacuum Truck Group organic revenue growth | | 25% | Excavator and Vacuum Truck Group return on net assets |

  50. Annual Cash Incentive Compensation

    | Alamo Group Inc. | 36 | Proxy Statement |

  51. Annual Cash Incentive Compensation

    The weighting and criteria for the components of the plan for the period of August 6, 2024 to December 31, 2024 for Mr. Thomas were as follows:

  52. Annual Cash Incentive Compensation

    | Weight | Criteria | | 45% | Division EBIT | | 15% | Company pre-tax income | | 15% | Division sales growth | | 20% | Division inventory turnover | | 5% | Division recordable injury rate |

  53. Annual Cash Incentive Compensation

    For Mr. Rizzuti, the weighting and criteria for the components of the plan were as follows:

  54. Annual Cash Incentive Compensation

    | Weight | Criteria | | 25% | Company pre-tax income | | 15% | Industrial Equipment Division EBIT | | 20% | Sweeper and Safety Group EBIT | | 20% | Sweeper and Safety Group sales growth | | 15% | Sweeper and Safety Group return on net assets | | 5% | Sweeper and Safety Group recordable injury rate |

  55. Annual Cash Incentive Compensation

    Since the specific quantitative targets for the business units are confidential, we do not publicly disclose these targets for several reasons, including our belief that disclosure would cause us competitive harm. We believe disclosing the quantitative targets would provide competitors and other third parties with insights into the Company’s internal confidential strategic and planning processes and other confidential matters, which might allow our competitors to predict certain business strategies. The intent is to set the targets at challenging but achievable levels, which normally require performance improvements year over year. The chart below reflects each NEO’s total incentive opportunity as a percentage of base salary at 100% of target performance. The Compensation Committee did not increase the target incentive opportunities for the then-serving NEOs as compared to 2023. Ms. Kamps’s target incentive opportunity was established at the time she joined the Company in March 2024 based on the competitive market and the Company’s internal compensation practices, with Ms. Kamps’s 2024 target incentive opportunity pro-rated for her service during 2024. Mr. Thomas’s target incentive opportunity was adjusted at the time he was appointed as Executive Vice President of the Industrial Equipment Division in August 2024 based on the competitive market and the Company’s internal compensation practices.

  56. Annual Cash Incentive Compensation

    | Alamo Group Inc. | 37 | Proxy Statement |

  57. Annual Cash Incentive Compensation

    | NEO | % of Base Salary Incentive at Target Performance | | Jeffery A. Leonard | 100% | | Agnieszka K. Kamps | 60% | | Richard J. Wehrle(1) | 60% | | Edward T. Rizzuti | 55% | | Richard H. Raborn | 60% | | Kevin J. Thomas(2) | 60% |

  58. Annual Cash Incentive Compensation

    1.Mr. Wehrle retired from the Company in May 2024 and therefore did not participate in the 2024 EIP. 2.Mr. Thomas participated at the 40% base salary incentive percentage level prior to his appointment as Executive Vice President of the Industrial Equipment Division in August 2024 when it was adjusted to 60%.

  59. 2024 EIP Incentive Compensation Outcomes

    | NEO Name | Adjusted Pre-Tax Income Payout | Company Inventory Turnover Payout | 2024 Total EIP Incentive Compensation Payout Amount | | Jeffery A. Leonard | 39% | 13% | $474,068 | | Agnieszka K. Kamps | 39% | 13% | $113,566 |

  60. 2024 EIP Incentive Compensation Outcomes

    | NEO Name | Company Adjusted Pre-Tax Income Payout | Division EBIT Payout | Division Sales Growth Payout | Division Inventory Turnover Payout | Division Recordable Injury Rate Payout | 2024 Total EIP Incentive Compensation Payout Amount | | Richard H. Raborn | 8% | 0% | 0% | 0% | 10% | $53,722 |

  61. 2024 EIP Incentive Compensation Outcomes

    | NEO Name | Company Adjusted Pre-Tax Income Payout | Division EBIT Payout | Division Sales Growth Payout | Division Inventory Turnover Payout | Division Recordable Injury Rate Payout | 2024 EIP Incentive Compensation Payout Amount for August 6, 2024 to December 31, 2024 | | Kevin J. Thomas | 8% | 90% | 30% | 16% | 10% | $164,788 |

  62. 2024 EIP Incentive Compensation Outcomes

    | NEO Name | Division EBIT Payout | Excavator and Vacuum Truck Group EBIT Payout | Excavator and Vacuum Truck Group Organic Revenue Growth Payout | Excavator and Vacuum Truck Group Return on Net Assets Payout | 2024 EIP Incentive Compensation Payout Amount for January 1, 2024 to August 6, 2024 | | Kevin J. Thomas | 40% | 80% | 30% | 50% | $160,624 |

  63. 2024 EIP Incentive Compensation Outcomes

    | NEO Name | 2024 EIP Incentive Compensation Payout Amount for January 1, 2024 to August 6, 2024 | 2024 EIP Incentive Compensation Payout Amount for August 6, 2024 to December 31, 2024 | 2024 Total EIP Incentive Compensation Payout Amount | | Kevin J. Thomas | $160,624 | $164,788 | $325,412 |

  64. 2024 EIP Incentive Compensation Outcomes

    | NEO Name | Company Adjusted Pre-Tax Income Payout | Industrial Equipment Division EBIT Payout | Sweeper and Safety Group EBIT Payout | Sweeper and Safety Group Sales Growth Payout | Sweeper and Safety Group Return on Net Assets Payout | Sweeper and Safety Group Recordable Injury Rate Payout | 2024 Total EIP Incentive Compensation Payout Amount | | Edward T. Rizzuti | 13% | 30% | 27% | 0% | 14% | 10% | $236,504 |

  65. Sign-On Bonuses

    Sign-On Bonuses In connection with the commencement of Ms. Kamps’s employment and as an inducement for her to join the Company, Ms. Kamps received a $50,000 sign-on bonus, subject to repayment should she leave the Company prior to completing one year of service.

  66. Long-Term Equity Incentive Compensation

    Long-Term Equity Incentive Compensation The Company’s equity award programs are designed to align stockholder value and long-term compensation. These programs provide an opportunity for increased equity ownership by our executives while maintaining competitive levels of total compensation. Equity awards are granted to a limited number of key employees who the Compensation Committee believes have a level of responsibility that can impact the overall performance of the Company or a major segment thereof. The amount of the grants and frequency are at the complete discretion of the Board of Directors, based on recommendations from the Compensation Committee. These awards are used to provide a longer-term incentive than annual cash bonuses and are viewed as encouraging key employee retention. The 2024 target long-term incentive compensation mix for our NEOs consisted of RSAs and PSUs, each representing fifty percent (50%) of the total long-term incentive compensation target value provided to our NEOs. RSAs RSAs are grants of restricted common stock of the Company that remain subject to forfeiture prior to vesting. These awards are designed to create long-term stockholder value and retain key executives of the Company, as vesting only occurs (ratably over time) if the grantee remains employed by the Company through the applicable vesting date. RSAs are not conditioned on any specific performance objectives. Consistent with our three-year PSU vesting cycle, the 2024 RSAs vest ratably in equal annual installments over a three-year period commencing on the first anniversary of the date of grant of the award, provided that the grantee is employed by the Company on each such anniversary date. Our RSA awards are subject to double-trigger vesting in the event of a change in control of the Company. In accordance with the terms of the change in control agreements entered into between the Company and each of our NEOs, accelerated vesting of RSAs held by each NEO will occur in the event that a NEO's employment is terminated within six months preceding or twenty-four months after a change in control of our Company (unless such termination is because of death, disability, for cause, or by the officer other than for "good reason," as defined in the change in control agreements). PSUs PSU awards represent a right to receive a certain number of shares of the Company’s common stock at the end of a three-year performance period (the "Performance Period") if certain pre-established financial or other performance targets have been met, as determined by the Compensation Committee at the end of the Performance Period. The number of shares issued to a PSU recipient at the end of the Performance Period can range from between a threshold payout of 50% of target up to a maximum of 200% of target, depending upon the Company's actual performance over the applicable Performance Period relative to the stated performance targets established by the Compensation Committee and the Board of Directors. In the event that threshold metrics

  67. Long-Term Equity Incentive Compensation

    | Alamo Group Inc. | 40 | Proxy Statement |

  68. Long-Term Equity Incentive Compensation

    are not achieved for the Performance Period, no payouts will be made pursuant to the PSU award. Targets for the Performance Period are based on the Company’s strategic plan which has three-year financial projections and focuses on outcomes that create shareholder value. The Board approves the strategic plan and sets performance targets with the intent of making them challenging but achievable, and normally requires performance improvements year over year. PSU Metrics Each of the PSUs awarded to our NEOs relates to a three-year Performance Period beginning on January 1 of the year of grant (e.g., January 1, 2024) and ending on December 31 of the third year of the Performance Period (e.g., (December 31, 2026) and is based on two equally-weighted financial performance targets, namely: (i) cumulative operating income growth; and (ii) average return on invested capital ("ROIC"). The Compensation Committee believes the use of these two equally-weighted targets creates an appropriate balance between earnings growth and the Company's efficient use of assets and capital. ■Operating Income Growth - this metric is based on cumulative operating income growth. For purposes of measuring performance, the target annual operating income growth rate will be converted into a cumulative operating income amount computed as the sum of all operating income generated during the Performance Period assuming the target annual growth rate. Actual performance will be calculated as the sum of the Company’s actual consolidated operating income during the Performance Period in comparison to the target amount of cumulative operating income. ■ROIC - this metric is calculated using the following formula:

  69. Long-Term Equity Incentive Compensation

    | EBIT | + | Amortization Expense | | Total Debt | + | Equity |

  70. Long-Term Equity Incentive Compensation

    2022-2024 PSU Cycle Performance and Outcomes The targets and thresholds for the three-year Performance Period from January 1, 2022 to December 31, 2024 are reflected in the tables below.

  71. Long-Term Equity Incentive Compensation

    | 2022-2024 PSU Operating Income Growth | Performance Target | Payout % of Target | | Maximum | $629.64 million | 200% | | Target | $515.16 million | 100% | | Threshold | $372.06 million | 50% | | Below Threshold | < $372.06 million | 0% |

  72. Long-Term Equity Incentive Compensation

    | 2022-2024 PSU Return on Invested Capital | Performance Target | Payout % of Target | | Maximum | 20.5% | 200% | | Target | 16.8% | 100% | | Threshold | 12.1% | 50% | | Below Threshold | < 12.1% | 0% |

  73. Long-Term Equity Incentive Compensation

    | Alamo Group Inc. | 41 | Proxy Statement |

  74. Long-Term Equity Incentive Compensation

    Based on 2022-2024 consolidated results, the performance targets were met for the three-year Performance Period from January 1, 2022 to December 31, 2024. The three-year operating income growth achieved was $511.4 million and the three-year average of ROIC was 16%, providing for a PSU award for the Performance Period of 95% of the target share award. The PSU target shares and earned shares for the three-year Performance Period from January 1, 2022 to December 31, 2024 are reflected in the table below.

  75. Long-Term Equity Incentive Compensation

    | Name | 2022-2024 Performance Period PSU Target Share Award | 2022-2024 Performance Period PSU Actual Share Award | | Jeffery A. Leonard | 5,439 | 5,167 | | Agnieszka K. Kamps(1) | — | — | | Richard J. Wehrle(2) | 1,815 | 1,345 | | Edward T. Rizzuti | 1,308 | 1,243 | | Richard H. Raborn | 1,452 | 1,379 | | Kevin J. Thomas(3) | — | — |

  76. Long-Term Equity Incentive Compensation

    1.Ms. Kamps joined the Company in 2024 and did therefore not receive a PSU target share award in 2022. 2.In connection with his retirement, Mr. Wehrle received a pro rata portion of the PSUs that would otherwise have been earned for the 2022-2024 Performance Period. 3.Mr. Thomas did not receive a PSU target share award in 2022 since the equity grants were awarded when he was serving as the Vice President responsible for the Company's Excavator and Vacuum Truck Group before he was appointed to his role as Executive Vice President of the Industrial Equipment Division. 2024 Equity Incentive Target Values and Awards The Compensation Committee established the following target long-term incentive compensation values for our NEOs in 2024:

  77. Long-Term Equity Incentive Compensation

    | Name | 2024 Target Value | | Jeffery A. Leonard | $2,600,148 | | Agnieszka K. Kamps | $884,586 | | Edward T. Rizzuti | $486,078 | | Richard H. Raborn | $600,880 | | Kevin J. Thomas | $303,813 |

  78. Long-Term Equity Incentive Compensation

    | Alamo Group Inc. | 42 | Proxy Statement |

  79. Long-Term Equity Incentive Compensation

    Based on the above target values, our NEOs were awarded the following RSAs and target PSUs in 2024, with the number of shares determined by using the Company's closing stock price on the date of grant for each award:

  80. Long-Term Equity Incentive Compensation

    | Name | 2024 RSA Award (shares) | 2024 PSU Award (target shares) | | Jeffery A. Leonard | 6,387 | 6,387 | | Agnieszka K. Kamps | 2,879(1) | 1,479 | | Edward T. Rizzuti | 1,194 | 1,194 | | Richard H. Raborn | 1,476 | 1,476 | | Kevin J. Thomas | 1,159(2) | 409 |

  81. Long-Term Equity Incentive Compensation

    1.This amount includes 1,400 RSAs granted to Ms, Kamps in connection with the commencement of her employment and as an inducement for her to join the Company. 2.This amount includes 750 RSAs granted to Mr. Thomas in February 2024 and 409 RSAs granted to Mr. Thomas in connection with his appointment as Executive Vice President of the Industrial Equipment Division in August 2024.

  82. Supplemental Retirement Plan

    Supplemental Retirement Plan The Board of Directors of the Company adopted the Alamo Group Inc. Supplemental Executive Retirement Plan (the “SERP”), effective as of January 3, 2011. The SERP benefits certain key management or other highly compensated employees of the Company and/or certain subsidiaries who are selected by the Compensation Committee and approved by the Board to participate. Participants include each of the NEOs. The SERP is intended to provide a benefit from the Company upon retirement, death or disability, or a change in control of the Company. Accordingly, the SERP obligates the Company to pay to a participant a Retirement Benefit (as defined in the SERP) upon the occurrence of certain payment events to the extent a participant has a vested right thereto. A participant’s right to his or her Retirement Benefit becomes vested in the Company’s contributions upon 10 years of Credited Service (as defined in the SERP) or a change in control of the Company. For all of our NEOs the Retirement Benefit is based on 20% of the final three year average salary of each participant at the time of his or her retirement from the Company. In the event of the participant’s death or a change in control, the participant’s vested Retirement Benefit will be paid in a lump sum to the participant or his or her estate, as applicable, within 90 days after the participant’s death or a change in control, as applicable. In the event the participant is entitled to a benefit from the SERP due to disability, retirement or other termination of employment, the benefit will be paid in monthly installments over a period of fifteen years.

  83. Change in Control Severance Arrangements

    Change in Control Severance Arrangements The Company has entered into change in control agreements with our NEOs and certain of our other senior executive officers. The intent of these agreements is to provide executive officers with financial security in the event of a change in control to facilitate a transaction which may benefit stockholders but result in job loss to executives. Generally, each of the NEOs is entitled to receive, upon termination of employment within six months preceding or twenty-four months after a change in control of our Company (unless such termination is because of death, disability, for cause, or by the officer other than for ‘‘good reason,’’ as defined in the change in control agreements): (a) a lump sum severance payment equal to (i) the NEO's annual base salary in effect immediately prior to the change in control or the date of the executive's termination (whichever is greater) plus (ii) an amount equal to the

  84. Change in Control Severance Arrangements

    | Alamo Group Inc. | 43 | Proxy Statement |

  85. Change in Control Severance Arrangements

    executive’s target bonus opportunity for the calendar year in which the change in control or the date of the executive's termination occurs (whichever is greater) multiplied by a benefit factor which varies by position as described in the table below (the "Severance Factor"); (b) acceleration of vesting of all time-based equity awards including RSAs and stock options; and (c) reimbursement of health care insurance costs for a period of eighteen (18) months following the executive's termination of employment, if COBRA is elected by the executive under the Company's group health plan. The Severance Factor for each NEO is set out in the table immediately below.

  86. Change in Control Severance Arrangements

    | Name(1) | Severance Factor | | Jeffery A. Leonard | 3 | | Agnieszka K. Kamps | 2 | | Edward T. Rizzuti | 2 | | Richard H. Raborn | 2 | | Kevin J. Thomas | 2 |

  87. Change in Control Severance Arrangements

    1.Prior to his retirement, Mr. Wehrle was a party to a change in control agreement with a severance factor of two. The events that trigger a change in control under these agreements include (i) the acquisition of 50% or more of our outstanding common stock by certain persons, (ii) certain changes in the membership of our Board of Directors, (iii) certain mergers or consolidations, and (iv) a sale or transfer of all or substantially all of our assets. The receipt of any and all severance payments pursuant to the NEO change in control agreements is expressly conditioned on each executive's execution (and non-revocation) of a release of claims agreement. The change in control agreements do not apply to performance-based equity awards including our PSU awards.

  88. Retirement Benefits for Mr. Wehrle

    Retirement Benefits for Mr. Wehrle In May 2024, the Board, upon the recommendation of the Compensation Committee and in connection with the previously disclosed retirement of Mr. Wehrle, approved the acceleration of the vesting of 1,821 shares of restricted stock previously granted to Mr. Wehrle. The Board also, upon the recommendation of the Compensation Committee, approved Mr. Wehrle's ongoing eligibility to vest, on a pro-rata basis, in the PSUs previously granted to Mr. Wehrle for the 2022-2024 and 2023-2025 performance cycles, subject to the attainment of the underlying performance goals with respect to each performance cycle, resulting in Mr. Wehrle’s eligibility to vest in 78% of the 1,815 PSUs granted for the 2022-2024 performance cycle and 45% of the 1,824 PSUs granted for the 2023-2025 performance cycle. In addition, on May 3, 2024, the Company and Mr. Wehrle entered into a consulting agreement, which expired on August 31, 2024. Pursuant to the consulting agreement, Mr. Wehrle received $15,000 per month in May and June and $10,000 per month in July and August to advise on financial accounting, financial reporting, treasury function and similar matters.

  89. 2024 SUMMARY COMPENSATION TABLE

    2024 SUMMARY COMPENSATION TABLE The following table describes the annual compensation for our NEOs for the fiscal years 2024, 2023 and 2022:

  90. 2024 SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($)(1) | Bonus Payments ($)(2) | Stock Awards ($)(3) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(4) | Change of Pension Value ($)(5) | All Other Compensation ($)(6) | Total ($) | | Jeffery A. Leonard President & CEO | 2024 | 927,000 | — | 2,600,148 | — | 474,068 | 114,633 | 54,467 | 4,170,316 | | | 2023 | 832,308 | — | 2,180,710 | — | 1,379,700 | 346,949 | 49,723 | 4,789,390 | | | 2022 | 790,385 | — | 1,500,402 | — | 793,600 | 21,240 | 25,921 | 3,131,548 | | Agnieszka K. Kamps EVP & CFO, Principal Financial Officer and Principal Accounting Officer | 2024 | 363,462 | 50,000 | 884,586 | — | 113,566 | 30,980 | 52,238 | 1,494,832 | | | 2023 | — | — | — | — | — | — | — | — | | | 2022 | — | — | — | — | — | — | — | — | | Richard J. Wehrle Former EVP & CFO, Principal Financial Officer | 2024 | 217,481 | — | 355,532 | — | — | — | 93,416 | 666,429 | | | 2023 | 434,231 | — | 650,256 | — | 433,620 | 138,273 | 13,795 | 1,670,175 | | | 2022 | 408,231 | — | 500,686 | — | 206,025 | — | 7,132 | 1,122,074 | | Edward T. Rizzuti EVP Corporate Development & Investor Relations and Secretary | 2024 | 455,192 | — | 486,078 | — | 236,504 | 47,853 | 9,528 | 1,235,155 | | | 2023 | 430,192 | — | 440,634 | — | 392,968 | 124,817 | 8,669 | 1,397,280 | | | 2022 | 410,000 | — | 360,824 | — | 218,940 | — | 3,599 | 993,363 | | Richard H. Raborn EVP Vegetation Management | 2024 | 510,035 | — | 600,880 | — | 53,722 | 80,462 | 27,116 | 1,272,215 | | | 2023 | 497,738 | — | 500,526 | — | 324,593 | 153,840 | 30,455 | 1,507,152 | | | 2022 | 472,794 | — | 400,548 | — | 372,045 | — | 23,064 | 1,268,451 | | Kevin J. Thomas EVP Industrial Equipment | 2024 | 373,629 | — | 303,813 | — | 325,412 | 156,627 | 12,935 | 1,172,416 |

  91. 2024 SUMMARY COMPENSATION TABLE

    1.The Company pays NEOs on a bi-weekly basis. In 2022, 2023 and 2024, the salaries represent 26 normal pay periods, other than for Ms. Kamps, who joined the Company in March 2024, and Mr. Wehrle, who retired in May 2024. 2.The amounts shown in the bonus column for 2024 represent sign-on bonuses awarded in connection with the commencement of Ms. Kamps’s employment, which is subject to repayment for certain terminations of employment on or prior to the one-year anniversary of her commencement of employment. 3.The amounts shown in these columns constitute RSAs and PSUs granted under the Company’s equity incentive programs. The amounts are valued based on the aggregate grant date fair value of the award in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 718. See Notes 1 and 16 to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 for a discussion of the relevant assumptions used in calculating grant date fair value pursuant to FASB ASC 718. The grant date fair value for the RSAs, determined in accordance with FASB ASC 718, was $203.55 for 2024 (which was the closing market price on the day used to determine the grant value, February 23, 2024), $202.98 (which was the market price on the day of grant, March 6, 2024), and $184.78 (which was the market price on the day of grant, August 1, 2024). The grant date fair value for the PSUs, determined in accordance with FASB ASC 718, was $203.55 for 2024 (which was the closing market price on the day used to determine the grant value, February 23, 2024), $202.98 (which was the market price on the day of grant for Ms. Kamps, March 6, 2024), and $184.78 (which was the market price on the day of grant for Mr. Thomas, August 1, 2024). The amounts included in the Stock Awards column for the PSUs granted during 2024 are calculated based on the probable satisfaction of the performance conditions for such awards as of the date of grant. Assuming the highest level of performance is achieved for the 2024 PSUs, the maximum value of the 2024 PSUs would be as follows: Mr. Leonard - $2,600,148; Ms. Kamps - $600,414 Mr. Wehrle - $0; Mr. Rizzuti - $486,078; Mr. Raborn - $600,880; and Mr. Thomas - $151,150. Mr. Wehrle retired effective May 3, 2024. As previously disclosed, in connection with Mr. Wehrle’s retirement, his equity awards were modified in 2024 to allow for acceleration of his RSAs and, accordingly, the value reported in this column for 2024 includes $355,532 for the incremental fair value associated with such modification, calculated in accordance with FASB ASC Topic 718. 4.EIP incentives approved and paid in 2023, 2024 and 2025 for prior year performance. 5.The amount reflects the increase in present value of accumulated benefits under the Supplemental Executive Retirement Plan (SERP). 6.All other compensation for 2024 consists of (i) for each NEO, the Company's contribution under the Alamo Group (USA) Inc. tax-qualified 401(k) plan (the “401(k) Plan”), group term life insurance premiums (Mr. Leonard $6,858), and cash restoration payments pursuant to the Alamo Group Inc. 401(k) Restoration Plan (Mr. Leonard, $38,009, Mr. Raborn, $15,207), (ii) for Messrs. Leonard ($9,600), Raborn, Thomas and Ms. Kamps, automobile allowances, and (iii) for Mr. Wehrle, consulting fees of $50,000. The figure for Ms. Kamps includes relocation expenses of $43,656. The 401(k) restoration payments are lump sum cash payments equivalent to matching contributions that would have been or would be made under the Company's 401(k) plan but were forgone due to certain limitations on contributions to 401(k) plans in the Internal Revenue Code of 1986, as amended.

  92. 2024 SUMMARY COMPENSATION TABLE

    | Alamo Group Inc. | 46 | Proxy Statement |

  93. 2024 GRANTS OF PLAN-BASED AWARDS

    2024 GRANTS OF PLAN-BASED AWARDS

  94. 2024 GRANTS OF PLAN-BASED AWARDS

    | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant-Date Fair Value of Stock and Option Awards ($)(4) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Jeffery A. Leonard | — | — | 930,000 | 1,860,000 | — | — | — | — | — | — | — | | | 2/25/2024 | — | — | — | 3,194 | 6,387 | 12,774 | — | — | — | 1,300,074 | | | 2/25/2024 | — | — | — | — | — | — | 6,387 | — | — | 1,300,074 | | Agnieszka K. Kamps | | | 222,787 | 445,574 | — | — | — | — | — | — | — | | | 3/6/2024 | — | — | — | 740 | 1,479 | 2,958 | — | — | — | 300,207 | | | 3/6/2024 | — | — | — | — | — | — | 2,879 | — | — | 584,379 | | Richard J. Wehrle | — | — | — | — | — | — | — | — | — | — | — | | | — | — | — | — | — | — | — | — | — | — | — | | | 5/2/2024 | — | — | — | — | — | — | 1,821 | — | — | 355,532(5) | | Edward T. Rizzuti | — | — | 253,000 | 506,000 | — | — | — | — | — | — | — | | | 2/25/2024 | — | — | — | 597 | 1,194 | 2,388 | — | — | — | 243,039 | | | 2/25/2024 | — | — | — | — | — | — | 1,194 | — | — | 243,039 | | Richard H. Raborn | — | — | 303,600 | 607,200 | — | — | — | — | — | — | — | | | 2/25/2024 | — | — | — | 738 | 1,476 | 2,952 | — | — | — | 300,440 | | | 2/25/2024 | — | — | — | — | — | — | 1,476 | — | — | 300,440 | | Kevin J. Thomas | — | — | 187,460 | 374,920 | — | — | — | — | — | — | — | | | 8/1/2024 | — | — | — | 205 | 409 | 818 | — | — | — | 75,575 | | | 2/25/2024 | — | — | — | — | — | — | 750 | — | — | 152,663 | | | 8/1/2024 | — | — | — | — | — | — | 409 | — | — | 75,575 |

  95. 2024 GRANTS OF PLAN-BASED AWARDS

    1.Amounts shown are estimated possible payouts for fiscal 2024 under the Company’s Executive Incentive Plan. These amounts are based on the individual’s fiscal 2024 base salary and position. The maximum amounts shown are 200% of the target. For Ms. Kamps, her target award opportunity was pro-rated based on her period of service during 2024. Actual incentives received by the NEOs for fiscal 2024 are reported in the 2024 Summary Compensation Table under the column entitled “Non-Equity Incentive Plan Compensation.”

  96. 2024 GRANTS OF PLAN-BASED AWARDS

    | Alamo Group Inc. | 47 | Proxy Statement |

  97. 2024 GRANTS OF PLAN-BASED AWARDS

    2.These columns include information regarding PSUs awarded under the 2019 Equity Incentive Plan. The “Threshold” column represents the minimum PSUs payable when threshold performance is met (50% of PSUs are earned at threshold). If performance is below the threshold performance, no units are earned. The “Target” column represents the PSUs payable if actual performance is equal to target (100% of PSUs earned at target). The “Maximum” column represents the full payout potential under the plan if actual performance is equal to or greater than maximum (200% of PSUs are earned at maximum). For 2024 PSU grants, the PSUs vest based on equally weighted performance metrics of cumulative operating income growth and ROIC over the three-year performance period and the NEO’s continued service through December 31, 2026. 3.Represents the number of shares of restricted stock awarded to the NEO under the 2019 Equity Incentive Plan. These awards vest in one-third annual increments subject to the NEO's continued service through the applicable vesting date. 4.Except as noted in footnote 5 below, the amounts awarded to the NEOs represent the value of RSA and PSU awards based on the aggregate grant date fair values of the awards determined pursuant to FASB ASC 718 and, in the case of the PSUs, the probable achievement of the underlying performance goals at the time of grant. See Notes 1 and 16 to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 for a discussion of the relevant assumptions used in calculating grant date fair value pursuant to FASB ASC 718. The grant date fair value for the RSA and PSU awards was determined to be $203.55 (which was the closing market price on the day used to determine the grant value, February 23, 2024), $202.98 (which was the market price on the day of grant, March 6,2024), and $184.78 (which was the market price on the day of grant, August 1,2024). 5.Mr. Wehrle retired as EVP & CFO, Principal Financial Officer effective May 3, 2024. As previously disclosed, in connection with Mr. Wehrle’s retirement, the Board approved the acceleration of the vesting of 1,821 shares of restricted stock previously granted to Mr. Wehrle. Under applicable accounting rules, the modification occurred in 2024 at the time of the Board’s action (May 2, 2024) and, accordingly, the value reported reflects the incremental fair value associated with such modification of Mr. Wehrle’s restricted stock awards and does not represent a new grant.

  98. 2024 GRANTS OF PLAN-BASED AWARDS

    | Alamo Group Inc. | 48 | Proxy Statement |

  99. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END The following table lists all outstanding equity awards held by our NEOs as of December 31, 2024. The market value of shares or units of stock that have not vested reflects the closing stock price of $185.91 per share on December 31, 2024.

  100. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    | | Option Awards | | | | | Stock Awards | | | | | | Number of Securities Underlying Unexercised Options | | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that have Not Vested (#) | Market Value of Shares or Units of Stock that have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Shares, Rights that have Not Vested (#) | Equity Incentive Plan Awards: Market Value or Payout Value of Unearned Shares, Units, or other Rights that have Not Vested ($) | | Name | Exercisable (#) | Unexercisable (#) | | | | | | | | | Jeffery A. Leonard | — | — | — | — | — | 1,813(1) | 337,055 | — | — | | | — | — | — | — | — | 4,078(2) | 758,141 | 6,117(6) | 1,137,211 | | | — | — | — | — | — | 6,387(3) | 1,187,407 | 6,387(7) | 1,187,407 | | Agnieszka K. Kamps | — | — | — | — | — | 2,879(4) | 535,235 | 1,479(8) | 274,961 | | Richard J. Wehrle | — | — | — | — | — | — | — | 1,824(6) | 339,100 | | Edward T. Rizzuti | — | — | — | — | — | 436(1) | 81,057 | — | — | | | — | — | — | — | — | 824(2) | 153,190 | 1,236(6) | 229,785 | | | — | — | — | — | — | 1,194(3) | 221,977 | 1,194(7) | 221,977 | | | 1,175 | — | — | 52.51 | 8/10/2025 | — | — | — | — | | Richard H. Raborn | — | — | — | — | — | 484(1) | 89,980 | — | — | | | — | — | — | — | — | 936(2) | 174,012 | 1,404(6) | 261,018 | | | — | — | — | — | — | 1,476(3) | 274,403 | 1,476(7) | 274,403 | | Kevin J. Thomas | — | — | — | — | — | 400(2) | 74,364 | — | — | | | — | — | — | — | — | 750(3) | 139,433 | — | — | | | — | — | — | — | — | 409(5) | 76,037 | 409(9) | 76,037 |

  101. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    1.Represents RSAs awarded in February 2022 that vested annually in three equal installments. 2.Represents RSAs awarded in February 2023 that vest annually in three equal installments. 3.Represents RSAs awarded in February 2024 that vest annually in three equal installments. 4.Represents RSAs awarded in March 2024 that vest annually in three equal installments. 5.Represents RSAs awarded in August 2024 that vest annually in three equal installments. 6.This amount represents PSU awards granted in February 2023. The PSU award represents the right to receive a certain number of shares of the Company's common stock at the end of a three year performance period (January 1, 2023 through December 31, 2025) if certain performance targets have been achieved. The amounts reported are based on achieving the target performance goals. 7.This amount represents PSU awards granted in February 2024. The PSU award represents the right to receive a certain number of shares of the Company's common stock at the end of a three year performance period (January 1, 2024 through December 31, 2026) if certain performance targets have been achieved. The amounts reported are based on achieving the target performance goals.

  102. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    | Alamo Group Inc. | 49 | Proxy Statement |

  103. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    8.This amount represents PSU awards granted in March 2024. The PSU award represents the right to receive a certain number of shares of the Company's common stock at the end of a three year performance period (January 1, 2024 through December 31, 2026) if certain performance targets have been achieved. The amounts reported are based on achieving the target performance goals. 9.This amount represents PSU awards granted in August 2024. The PSU award represents the right to receive a certain number of shares of the Company's common stock at the end of a three year performance period (January 1, 2024 through December 31, 2026) if certain performance targets have been achieved. The amounts reported are based on achieving the target performance goals.

  104. OPTION EXERCISES AND STOCK VESTED IN 2024

    OPTION EXERCISES AND STOCK VESTED IN 2024

  105. OPTION EXERCISES AND STOCK VESTED IN 2024

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized Upon Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Jeffery A. Leonard | — | — | 14,812 | 2,922,011 | | Agnieszka K. Kamps | — | — | — | — | | Richard J. Wehrle | — | — | 4,710 | 1,221,313 | | Edward T. Rizzuti | 1,825 | 246,080 | 3,753 | 741,997 | | Richard H. Raborn | — | — | 4,314 | 853,789 | | Kevin J. Thomas | — | — | 200 | 40,710 |

  106. 2024 PENSION BENEFITS

    2024 PENSION BENEFITS The following table quantifies the "deferred benefit" pension benefits expected to be paid from the SERP.

  107. 2024 PENSION BENEFITS

    | Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($)(1) | Payments During Last Fiscal Year ($) | | Jeffery A. Leonard | SERP | 13 | 1,689,327 | — | | Agnieszka K. Kamps(3) | SERP | — | 30,980 | — | | Richard J. Wehrle(2) | SERP | 37 | 922,564 | 14,889 | | Edward T. Rizzuti(3) | SERP | 9 | 495,573 | — | | Richard H. Raborn(3) | SERP | 9 | 698,388 | — | | Kevin J. Thomas(3) | SERP | 2 | 156,627 | — |

  108. 2024 PENSION BENEFITS

    1.The estimated present value of accumulated benefits under the SERP is based on a discount rate of 5.45% as of December 31, 2024. The Pre-2012 Mortality Table is used for the SERP calculation projected to 2024 for the participants. Participants are assumed to retire at the latest of current age and the plan’s earliest retirement date (age 65) with unreduced benefits. No pre-retirement mortality, retirement, or terminating has been assumed for the present value factors. 2.Mr. Wehrle became eligible to receive benefits from the SERP in connection with his retirement on May 3, 2024. 3.As of the end of the measurement period (December 31, 2024), Messrs. Rizzuti, Raborn, Thomas and Ms. Kamps are not yet vested in the SERP, and have no benefit payable under the SERP. Messrs. Raborn and Rizzuti will become fully vested in the SERP upon reaching ten years of Credited Service with the Company, which will occur on April 6, 2025 for Mr. Raborn and July 15, 2025 for Mr. Rizzuti. Mr. Thomas will become fully vested in the SERP in 2032 and Ms. Kamps in 2034.

  109. 2024 PENSION BENEFITS

    | Alamo Group Inc. | 50 | Proxy Statement |

  110. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL This section describes the benefits and payments to which each NEO would have been entitled under the Company’s existing plans and arrangements if his or her employment had terminated or if the Company had undergone a change in control, in each case, on December 31, 2024. For purposes of valuing any outstanding equity awards, we have assumed a per share value of $185.91, the closing market price of the Company’s common stock on December 31, 2024. Prior to the effective date of the SERP on January 3, 2011, the applicable NEOs were not entitled to cash severance payments upon any termination of employment or upon a change in control of the Company. Upon termination, the NEOs receive health and welfare benefits under COBRA that are generally available to all U.S.-based employees who participate in our health benefit plans and accrued vacation pay. There are no special or enhanced termination benefits under the Company’s equity plans for the NEOs as compared to non-named executive officer participants. For information with respect to potential payments under the SERP, see "SERP" below. As previously disclosed, Richard J. Wehrle retired as EVP & CFO, Principal Financial Officer effective May 3, 2024. Mr. Wehrle entered into a consulting arrangement with the Company pursuant to which he received a consulting fee of $15,000 per month in May and June 2024 and $10,000 per month in July and August 2024 to advise on financial accounting, financial reporting, treasury function and similar matters. In connection with Mr. Wehrle’s retirement, the Board approved the acceleration of the vesting of 1,821 shares of restricted stock previously granted to Mr. Wehrle and approved Mr. Wehrle's ongoing eligibility to vest, on a pro-rata basis, in the PSUs previously granted to Mr. Wehrle for the 2022-2024 and 2023-2025 performance cycles, subject to the attainment of the underlying performance goals with respect to each performance cycle.

  111. Potential Payments Upon an Involuntary Termination of Employment Following a Change in Control(1)

    Potential Payments Upon an Involuntary Termination of Employment Following a Change in Control(1)

  112. Potential Payments Upon an Involuntary Termination of Employment Following a Change in Control(1)

    | Name | Severance Payment ($)(2) | Value of Accelerated Equity Awards ($)(3) | Health Benefits ($)(4) | Aggregate Payments ($) | | Jeffery A. Leonard | 5,580,000 | 3,432,588 | 13,361 | 9,025,949 | | Agnieszka K. Kamps | 1,345,574 | 625,972 | 13,425 | 1,984,971 | | Edward T. Rizzuti | 1,426,000 | 682,665 | 20,785 | 2,129,450 | | Richard H. Raborn | 1,619,200 | 802,960 | — | 2,422,160 | | Kevin J. Thomas | 1,234,920 | 314,926 | 23,870 | 1,573,716 |

  113. Potential Payments Upon an Involuntary Termination of Employment Following a Change in Control(1)

    1.An involuntary termination means termination of the NEO's employment following a change in control (1) by the Company other than for “cause,” or (2) by the NEO for “good reason.” Under the terms of the Change in Control Agreement, if the payments and benefits to a NEO under the Change in Control Agreement or another plan, arrangement or agreement would subject the NEO to the excise tax imposed by Section 4999 of the Internal Revenue Code, then such payments will be reduced by the minimum amount necessary to avoid such excise tax, if such reduction would result in the NEO receiving a higher net after-tax amount. The amounts reflected in this table do not reflect the application of any reduction in compensation or benefits pursuant to the terms of the Change in Control Agreement. 2.Amounts reported in this column represent the sum of (i) the NEO's base salary multiplied by a severance factor, which for Mr. Leonard is three and for each other NEO is two (the "Severance Factor"), and (ii) the NEO's target annual cash incentive opportunity (for the year in which termination or change in control occurs) multiplied by the applicable Severance Factor. 3.Represents the value of equity awards that would become vested upon an involuntary termination of employment within two years following a change in control. The value of the accelerated vesting of the equity awards reported in this table is based upon our closing stock price of $185.91 on December 31, 2024. 4.Represents the estimated value of continued health care benefits that all NEOs would be entitled to receive upon an involuntary termination of employment under the Change in Control Agreement. A detailed list of the equity awards held by each NEO as of December 31, 2024 is set forth in the “Outstanding Equity Awards at 2024 Fiscal Year-End” table above. The NEOs do not hold any equity awards other than the stock options and the equity awards listed in the table. Other than as provided in the following sentence, each NEO may exercise only vested options within 30 days of termination of employment (not for cause), 30 days of retirement, or one year of death. If the NEO is at least 62 years of age and has at least five years of service with the Company, the options become fully vested and may be exercised upon termination of the NEO’s employment (not for cause), retirement or death in accordance with their terms. The Company's outstanding RSAs provide that if a NEO ceases to be a service provider for any reason before the RSAs have vested, the NEO's right to the shares of restricted stock will be cancelled. In accordance with the terms of the change in control agreements entered into between the Company and each of our NEOs, accelerated vesting of RSAs held by each NEO will occur on a double-trigger basis and only in the event that a NEO's employment is terminated within six months preceding or twenty-four months after a change in control of our Company (unless such termination is because of death, disability, for cause, or by the officer other than for "good reason," as defined in the change in control agreements). The Company's outstanding PSU awards provide that, subject to certain limited exceptions, if a NEO ceases to be a service provider for any reason before the awards have vested, the NEO's right to any PSU shares will be forfeited. In the event that a change in control occurs during the applicable PSU Performance Period, a portion of the unvested PSU will vest on the date of such change in control in a pro rata amount calculated by multiplying the amount of the award (which amount will be determined by the Compensation Committee in its reasonable discretion based on the Company’s expected performance or, if such amount cannot be reasonably determined by the Compensation Committee, then the target award amount) by a fraction, the numerator of which equals the number of days that the award recipient was a Company employee during the Performance Period up to the date of the change of control and the denominator of which equals the total number of days in the Performance Period.

  114. Potential Payments Upon an Involuntary Termination of Employment Following a Change in Control(1)

    | Alamo Group Inc. | 52 | Proxy Statement |

  115. Potential Payments Upon an Involuntary Termination of Employment Following a Change in Control(1)

    The following chart shows the value of RSAs and PSUs (assuming target payout) that would have become vested or forfeited for a termination of employment as of December 31, 2024. For this purpose, RSAs and PSUs were valued at our closing stock price as of December 31, 2024.

  116. Potential Payments Upon an Involuntary Termination of Employment Following a Change in Control(1)

    | | Termination For Cause | Death or Disability | | Change in Control | Any Other Involuntary/Voluntary Termination Without Cause | | | Name | Forfeit ($) | Vesting ($) | Forfeit ($) | Immediate Vesting ($) | Vesting ($) | Forfeit ($) | | Jeffery A. Leonard | 4,607,222 | 3,432,588 | 1,174,633 | 1,149,985 | — | 4,607,222 | | Agnieszka K. Kamps | 810,196 | 625,972 | 184,224 | 90,737 | — | 810,196 | | Edward T. Rizzuti | 907,984 | 682,665 | 225,319 | 226,442 | — | 907,984 | | Richard H. Raborn | 1,073,816 | 802,960 | 270,856 | 264,565 | — | 1,073,816 | | Kevin J. Thomas | 365,871 | 314,926 | 50,945 | 25,092 | — | 365,871 |

  117. CEO PAY RATIO DISCLOSURE

    CEO PAY RATIO DISCLOSURE In accordance with Item 402(u) of Regulation S-K passed as part of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd Frank Act”), we have calculated the ratio of annual total compensation of the Company’s principal executive officer, Mr. Leonard, relative to the annual total compensation of our median employee (the "CEO Pay Ratio"). In performing our pay ratio analysis, our date of determination was December 31, 2024. We collected compensation information concerning all of our approximately 3,750 employees as of December 31, 2024. We did not include approximately 16 employees who were employed with our Fieldquip business in Australia. We annualized the cash compensation values of all full-time and part-time employees who were only employed for a portion of the year (but did not adjust any part-time or seasonal employees to a full-time equivalent). While no cost of living adjustments were used to adjust compensation figures, we were required to translate currencies as of the relevant date of determination for those employees who were employed with our subsidiary companies located outside the United States. After we identified the median employee, we calculated the median employee's compensation in accordance with the rules applicable to the Summary Compensation Table.

  118. CEO PAY RATIO DISCLOSURE

    | Alamo Group Inc. | 54 | Proxy Statement |

  119. CEO PAY RATIO DISCLOSURE

    Our compensation review process yielded the following results: ■2024 Median Employee total annual compensation: $53,757 ■Mr. Leonard (CEO) total annual compensation for 2024: $4,170,316 ■Ratio of CEO to Median Employee Compensation: 78:1 We believe the above results are indicative of the equitable and competitive compensation practices that we have implemented across our organization. As previously discussed, our executive compensation program is designed to retain and motivate talented and experienced executives who can materially improve the Company’s long-term value. However, we recognize that our continued success is also highly dependent upon the retention of experienced, motivated and loyal employees at all levels of our organization, and we continually review our compensation practices to ensure that we remain competitive in the employment markets where we operate while maintaining an appropriate balance between executive compensation and our overall compensation levels. In addition to annual base compensation, we provide many of our employees with other non-cash benefits including (i) savings plans, including a 401(k) savings plan for our U.S.-based employees, (ii) wellness programs and (iii) tuition reimbursement/scholarship programs.

  120. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE The information in this section is provided for the purpose of complying with the pay versus performance disclosure rule adopted by the Securities and Exchange Commission in 2022 in accordance with Item 402(v) of Regulation S-K passed as part of the Dodd Frank Act.

  121. PAY VERSUS PERFORMANCE

    | | | | | | | | Value of Initial Fixed $100 Investment Based on:(4) | | | | | Year (1) | Summary Compensation Table Total for Leonard (PEO)(2) ($) | Summary Compensation on Table Total for Robinson (PEO)(2) ($) | Compensation actually paid to Leonard (PEO)(3) ($) | Compensation actually paid to Robinson (PEO)(3) ($) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers(2) ($) | Average Compensation Actually Paid to Non-PEO Named Executive Officers(3) ($) | Total Share-holder Return ($) | S&P Industrials Index Total Return(5) ($) | Net Income ($) | Pre-tax Income(6) ($) | | 2024 | 4,170,316 | N/A | 3,360,060 | N/A | 1,168,209 | 1,032,158 | 151.71 | 176.44 | 115,930,307 | 149,627,962 | | 2023 | 4,789,390 | N/A | 6,002,308 | N/A | 1,497,898 | 1,838,765 | 170.62 | 150.20 | 136,160,827 | 175,119,847 | | 2022 | 3,131,548 | N/A | 3,047,616 | N/A | 1,083,409 | 1,106,669 | 114.36 | 127.15 | 101,928,308 | 134,309,914 | | 2021 | 2,816,259 | 3,577,356 | 2,588,461 | 2,113,987 | 966,572 | 981,069 | 118.24 | 134.52 | 80,244,876 | 109,497,732 | | 2020 | N/A (7) | 3,104,939 | N/A (7) | 3,117,996 | 984,988 | 1,023,095 | 110.41 | 111.06 | 57,804,451 | 79,757,278 |

  122. PAY VERSUS PERFORMANCE

    1.The Principal Executive Officer (“PEO”) and NEOs for the applicable years were as follows: –2024: Jeffery A. Leonard served as the PEO for the entirety of 2024. The Company's other NEOs for 2024 were: Agnieszka K. Kamps, Richard J. Wehrle; Edward T. Rizzuti; Richard H. Raborn; and Kevin J. Thomas. –2022 and 2023: Jeffery A. Leonard served as the PEO for the entirety of 2022 and 2023. The Company's other NEOs for 2022 and 2023 were: Richard J. Wehrle; Edward T. Rizzuti; Richard H. Raborn; and Michael A. Haberman. –2021: Jeffery A. Leonard served as the PEO from May 31, 2021 through December 31, 2021 and Ronald A. Robinson served as the PEO prior to Mr. Leonard’s May 31, 2021 appointment. The Company’s other NEOs for 2021 were: Richard J. Wehrle; Edward T. Rizzuti; Dan E. Malone; Richard H. Raborn; and Michael A. Haberman. –2020: Ronald A. Robinson served as the PEO for the entirety of 2020. The Company’s other NEOs for 2020 were: Jeffery A. Leonard; Edward T. Rizzuti; Dan E. Malone; and Richard H. Raborn.

  123. PAY VERSUS PERFORMANCE

    | Alamo Group Inc. | 55 | Proxy Statement |

  124. PAY VERSUS PERFORMANCE

    2.Amounts reported in this column represent (i) the total compensation reported in the Summary Compensation Table for the applicable year in which the NEO served as PEO in the case of Messrs. Leonard and Robinson and (ii) the average of the total compensation reported in the Summary Compensation Table for the applicable year for the Company’s NEOs for the applicable year other than the individual serving as PEO for all or a portion of such years. 3.To calculate compensation actually paid, adjustments were made to the amounts reported in the Summary Compensation Table for the applicable year. A reconciliation of the adjustments for Messrs. Leonard and Robinson and for the average of the other NEOs is set forth following the footnotes to this table. 4.Pursuant to rules of the SEC, the comparison assumes $100 was invested on December 31, 2019. Historic stock price performance is not necessarily indicative of future stock price performance. 5.Copyright© 2025 Standard & Poor's, a division of S&P Global. All rights reserved. 6.As noted in the CD&A, for 2024, pre-tax income continues to be viewed as a core driver of the Company’s performance and compensation actually paid to the Company's NEOs, accordingly, pre-tax income is calculated as follows: Income earned before income taxes. 7.Mr. Leonard’s compensation for 2020 is included in the average NEO compensation amount since he was an NEO for 2020 but did not serve as PEO for any portion of 2020.

  125. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total ($) (a) | (Minus) Change in Accumulated Benefits Under Defined Benefit and Actuarial Pension Plans ($) (b) | Plus Service Costs Under Defined Benefit and Actuarial Pension Plans ($) (c) | (Minus) Grant Date Fair Value of Stock Awards Granted in Fiscal Year ($) (d) | Plus Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year ($) (e) | Plus/(Minus) Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years ($) (f) | Plus Fair Value at Vesting of Stock Awards Granted in Fiscal Year that Vested During Fiscal Year ($) (g) | Plus/(Minus) Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Years for which Applicable Vesting Conditions Were Satisfied During Fiscal Year ($) (h) | (Minus) Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years that Failed to Meet Applicable Vesting Conditions During Fiscal Year ($) (i) | Plus Dollar Value of any Dividends or Earnings Paid on Awards in the Applicable Fiscal Year Prior to the Vesting Date ($) (j) | Equals Compensation Actually Paid ($) | | | Leonard | | | | | | | | | | | | 2024 | 4,170,316 | (114,633) | — | (2,600,148) | 2,374,814 | (291,554) | — | (191,323) | — | 12,588 | 3,360,060 | | 2023 | 4,789,390 | (346,949) | — | (2,180,710) | 2,571,464 | 700,921 | — | 458,788 | — | 9,404 | 6,002,308 | | 2022 | 3,131,548 | (21,240) | — | (1,500,402) | 1,540,325 | (46,961) | — | (61,847) | — | 6,193 | 3,047,616 | | 2021 | 2,816,259 | (342,199) | 85,770 | (1,081,830) | 1,019,074 | 39,412 | — | 48,776 | — | 3,199 | 2,588,461 | | 2020 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | | | Robinson | | | | | | | | | | | | 2024 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | | 2023 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | | 2022 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | | 2021 | 3,577,356 | — | — | (2,351,754) | 470,682 | 60,447 | — | 348,740 | — | 8,516 | 2,113,987 | | 2020 | 3,104,939 | (211,109) | — | (1,500,114) | 1,806,869 | 201,500 | — | (297,823) | — | 13,734 | 3,117,996 | | | Other NEOs (Average) (k) | | | | | | | | | | | | 2024 | 1,168,209 | (63,184) | 43,060 | (526,178) | 418,892 | (36,634) | — | 26,035 | — | 1,958 | 1,032,158 | | 2023 | 1,497,898 | (118,554) | 38,569 | (516,836) | 609,446 | 194,487 | — | 131,196 | — | 2,559 | 1,838,765 | | 2022 | 1,083,409 | — | 55,930 | (415,652) | 426,712 | (17,124) | — | (28,828) | — | 2,222 | 1,106,669 | | 2021 | 966,572 | (70,672) | 39,141 | (282,985) | 266,337 | 26,204 | — | 34,615 | — | 1,857 | 981,069 | | 2020 | 984,988 | (160,625) | 62,041 | (200,142) | 349,497 | 35,883 | — | (51,012) | — | 2,465 | 1,023,095 |

  126. PAY VERSUS PERFORMANCE

    a.Represents Total Compensation as reported in the Summary Compensation Table for the indicated fiscal year. With respect to the other NEOs, amounts shown represent averages. b.Represents the aggregate change in the actuarial present value of the accumulated benefits under all defined benefit and actuarial pension plans reported in the Summary Compensation Table for the indicated fiscal year.

  127. PAY VERSUS PERFORMANCE

    | Alamo Group Inc. | 56 | Proxy Statement |

  128. PAY VERSUS PERFORMANCE

    c.Represents the sum of the actuarial present value of the benefits under all defined benefit and actuarial pension plans attributable to services rendered during the indicated fiscal year, calculated using the same methodology as used in the Company’s financial statements under generally accepted accounting principles. d.Represents the grant date fair value of the stock awards granted during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. e.Represents the fair value as of the indicated fiscal year-end of the outstanding and unvested stock awards granted during such fiscal year, computed in accordance with the methodology used for financial reporting purposes and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year. f.Represents the change in fair value during the indicated fiscal year of each stock award that was granted in a prior fiscal year and that remained outstanding and unvested as of the last day of the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year. g.Represents the fair value at vesting of the stock awards that were granted and vested during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. h.Represents the change in fair value, measured from the prior fiscal year-end to the vesting date, of each stock award that was granted in a prior fiscal year and which vested during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. Included in this amount for 2024 is the change in value from December 31, 2023 through May 3, 2024 associated with the 1,821 shares of restricted stock previously granted to Mr. Wehrle (estimated value at vesting of $355,532 based on the Company’s stock price as of the date of retirement) for which the Board approved the acceleration of the vesting in connection with his retirement. i.Represents the fair value as of the last day of the prior fiscal year of the stock awards that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. j.Represents cash dividends paid on stock awards during the applicable year that are not otherwise reflected as compensation for the applicable year. k.See footnote 1 above for the NEOs included in the average for each year.

  129. Relationship Between Compensation Actually Paid to the PEO and Average Other NEOs and the Company's Cumulative Total Stockholder Return

    Relationship Between Compensation Actually Paid to the PEO and Average Other NEOs and the Company's Cumulative Total Stockholder Return Our PEO's and other NEOs' compensation actually paid is not tied directly to the Company's total stockholder return ("TSR"), but it is expected that stockholder returns will generally correlate with the growth and profitability metrics that have been selected for the incentive program applicable to our NEOs and will impact the value of the equity awards granted to our NEOs. As calculated in accordance with the SEC disclosure rules, the compensation actually paid to our PEO was $3,117,996 for 2020. The compensation actually paid to the PEO for 2024, as calculated in accordance with the SEC disclosure rules, was $3,360,060, an approximately 8% increase over 2020. The average compensation actually paid for our other NEOs for 2020, as calculated in accordance with the SEC disclosure rules, was $1,023,095 and increased approximately 1% to $1,032,158 for 2024. The Company’s five-year cumulative TSR, including reinvestment of dividends, measured assuming a $100 investment in the Company’s stock as of December 31, 2019, increased by approximately 52% to $151.71 as of December 31, 2024. The compensation actually paid to our PEO and other NEOs over the 2020-2024 period thus increased at a lower percentage than the Company's five-year cumulative TSR did over the 2020-2024 period.

  130. Relationship Between Compensation Actually Paid to the PEO and Average Other NEOs and the Company's Net Income and Pre-Tax Income

    Relationship Between Compensation Actually Paid to the PEO and Average Other NEOs and the Company's Net Income and Pre-Tax Income While pre-tax income is a significant component of our compensation program through its use in the EIP, our pre-tax income and, similarly, net income performance has less of an impact on our compensation actually paid due to the lower weighting of EIP in our overall compensation program as compared to equity awards. Accordingly, while our pre-tax income and net income increased by approximately 88% and 101%, respectively, from 2020 to 2024, our PEO compensation actually paid increased approximately 8% and the average compensation actually paid for the other NEOs increased by approximately 1% over the same time period.

  131. Relationship Between Compensation Actually Paid to the PEO and Average Other NEOs and the Company's Net Income and Pre-Tax Income

    | Alamo Group Inc. | 57 | Proxy Statement |

  132. DIRECTOR COMPENSATION DURING 2024

    DIRECTOR COMPENSATION DURING 2024 The following table sets forth the aggregate compensation awarded to, earned by or paid to our non-employee directors during 2024. While serving as our President and Chief Executive Officer, Mr. Leonard did not receive any additional compensation for service on the Board.

  133. DIRECTOR COMPENSATION DURING 2024

    | Name | Fees Earned or Paid in Cash ($)(1) | Option Awards ($)(2) | Stock Awards ($)(3) | All Other Compensation ($) | Total ($) | | Robert P. Bauer | 93,000 | — | 125,111 | — | 218,111 | | Eric P. Etchart | 93,000 | — | 125,111 | — | 218,111 | | Nina C. Grooms | 80,000 | — | 125,111 | — | 205,111 | | Colleen C. Haley | 33,224 | — | 51,904 | — | 85,128 | | Paul D. Householder | 80,000 | — | 152,758 | — | 232,758 | | Tracy C. Jokinen | 98,000 | — | 125,111 | — | 223,111 | | Richard W. Parod | 160,000 | — | 125,111 | — | 285,111 | | Lorie L. Tekorius | 80,000 | — | 125,111 | — | 205,111 |

  134. DIRECTOR COMPENSATION DURING 2024

    1.The Company pays directors who are not employees of the Company an $80,000 retainer per year. The Chair of the Board receives an additional $80,000 annual retainer (for any independent director who serves as Chair), the chair of the Audit Committee receives an additional $18,000 annual retainer, the chair of the Compensation Committee receives an additional $13,000 annual retainer, and the chair of the Nominating Corporate Governance Committee receives an additional $13,000 annual retainer. Directors are reimbursed for reasonable expenses incurred as a result of attending meetings of the Board or the Committees. The Board of Directors also receives an annual grant of stock awards. 2.As of December 31, 2024, there were no stock options granted to any of the directors or outstanding with respect to any of the directors. 3.The amounts shown in this column represent the full grant date fair value of the restricted stock awards granted in 2024 as computed in accordance with FASB ASC 718. See Notes 1 and 16 to the Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2024 for a discussion of the relevant assumptions used in calculating grant date fair value pursuant to FASB ASC 718. The grant date fair value for the restricted stock awards was determined in accordance with FASB ASC 718 to be $193.97 (which was the market price on the day of grant, May 3, 2024), $214.32 (which was the market price on the date of Mr. Householder’s grant at the time he joined the Board in February 2024) or $200.40 (which was the market price on the date of Ms. Haley’s grant at the time she joined the Board in December 2024). As of December 31, 2024, each individual who served as a non-employee director during 2024 had 645 shares of restricted stock outstanding, with the exception of Ms. Haley, who had 259 shares of restricted stock outstanding, Mr. Householder who had 774 shares of restricted stock outstanding.

  135. DIRECTOR COMPENSATION DURING 2024

    | Alamo Group Inc. | 59 | Proxy Statement |