DEF 14A of Manitowoc Co Inc, Mar 22, 2024

DEF 14A of Manitowoc Co Inc

Filed Mar 22, 2024 · FY20230000950170-24-035345

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Nine of the Company’s ten current directors are to be elected at the 2024 Annual Meeting. The nominees to the Board are Mses. Bélec, Cooney and Davis and Messrs. Bohn, Gwillim, Krueger, Malone, Myers, and Ravenscroft, all of whom are currently directors. John C. Pfeifer has chosen not to stand for election at the 2024 Annual Meeting. Information regarding each nominee is set forth below. If elected, each individual will hold office for a one-year term expiring at the 2025 Annual Meeting of Shareholders, subject to the limit discussed in the following sentence, or until their respective successors are duly elected and qualified. Pursuant to the Company’s Corporate Governance Guidelines, when a director reaches the age of 72, the director will resign from the Board at the first annual meeting held after reaching that age. The election of directors is determined by a majority of the votes cast, if the election is uncontested. Shares represented by proxies in the accompanying form will be voted for the election of the nominees listed below, unless a contrary direction is indicated. The nominees have indicated that they are able and willing to serve as directors. However, if any of the nominees should be unable to serve, which management does not contemplate, it is intended that the proxies will vote for the election of such other person or persons as management may recommend.

  2. Information about the Company's Director Nominees

    Information about the Company's Director Nominees The following sets forth certain information, as of March 1, 2024, about the Board’s nominees for election at the 2024 Annual Meeting. All nine nominees were recommended to the Board by the Corporate Governance and Sustainability Committee.

  3. Information about the Company's Director Nominees

    | | Anne E. Bélec | | | Age: 61 | | | Director since: 2019 Independent Director | | | Manitowoc Board Committees: • Audit Committee • Compensation Committee | | | Other Current Public Company Directorships: • None |

  4. Information about the Company's Director Nominees

    Anne E. Bélec is a senior executive with over 35 years of experience in sales, marketing, and customer service. She had an extensive career at Ford Motor Company, holding successively senior positions, including Director, Global Marketing, and President and Chief Executive Officer, Volvo Cars N.A., Volvo Cars Corporation. Ms. Bélec subsequently went on to hold several additional senior executive roles in the automotive and recreational products sectors, including Vice President and Chief Marketing Officer of Navistar, Inc. and Senior Vice President, Global Brand, Communications and Parts, Accessories and Clothing at Bombardier Recreational Products, Inc. Ms. Bélec is the co-founder and presently serves as Chief Executive Officer of Mosaic Group, LLC, a firm offering outsourced marketing services for brands in Canada, the United States and globally. Ms. Bélec's extensive experience in senior management and global sales and marketing makes her qualified to serve on the Company's Board of Directors.

  5. Information about the Company's Director Nominees

    | | Robert G. Bohn | | | Age: 70 | | | Director since: 2014 Independent Director | | | Manitowoc Board Committees: • Corporate Governance and Sustainability Committee, Chair • Audit Committee | | | Other Current Public Company Directorships: • Carlisle Companies Inc. (NYSE: CSL) |

  6. Information about the Company's Director Nominees

    Robert G. Bohn is the former Chief Executive Officer (1997 to 2010) and Chair of the Board (2000 to 2011) of Oshkosh Corporation, a leading innovator of mission-critical vehicles and equipment. Mr. Bohn joined Oshkosh Corporation in 1992 as Group Vice President and also served as its President (1994 to 2007) and as its Chief Operating Officer (1994 to 1997). Prior to joining Oshkosh Corporation, he held various executive positions with Johnson Controls, Inc. from 1985 to 1992. Mr. Bohn’s extensive experience in growth strategy development and execution, international market development, acquisitions integration, and maximizing operational efficiency make him qualified to serve on the Company’s Board of Directors.

  7. Information about the Company's Director Nominees

    | | Anne M. Cooney | | | Age: 64 | | | Director since: 2016 Independent Director | | | Manitowoc Board Committees: • Compensation Committee, Chair • Corporate Governance and Sustainability Committee | | | Other Current Public Company Directorships: • Summit Materials, Inc. (NYSE: SUM) • Wesco International, Inc. (NYSE: WCC) |

  8. Information about the Company's Director Nominees

    Anne M. Cooney is the former President, Process Industries and Drives (2014 to 2018) of Siemens Industry, Inc., a division of Siemens AG, a multinational conglomerate primarily engaged in industrial engineering, electronics, energy, healthcare, and infrastructure activities. Ms. Cooney joined Siemens in 2001 and held a variety of high-level management positions, including serving as Chief Operating Officer, Siemens Healthcare Diagnostics, a division of Siemens AG (2011 to 2014) and as President, Drives Technologies of Siemens Industry, Inc. (2008 to 2011). She previously held various positions with increasing responsibility at General Electric Company and served as Vice President, Manufacturing of Aladdin Industries, LLC. Ms. Cooney brings senior management and operational experience to the Company’s Board of Directors. Her extensive background and leadership experience in various segments of large manufacturing companies make her qualified to serve on the Company’s Board of Directors.

  9. Information about the Company's Director Nominees

    | | Amy R. Davis | | | Age: 55 | | | Director since: 2021 Independent Director | | | Manitowoc Board Committees: • Compensation Committee • Audit Committee | | | Other Current Public Company Directorships: • None |

  10. Information about the Company's Director Nominees

    Amy R. Davis is the Vice President and President – Accelera by Cummins and Components. Accelera is focused on zero-emissions technologies, with a purpose to secure a sustainable future for the industries that keep the world running. The Components segment includes five unique businesses: Engine Components, Emissions Solutions, Software and Electronics, Cummins-Meritor and the Eaton-Cummins joint venture. Ms. Davis has led Accelera since 2020 and previously served as Vice President of the global Filtration business at Cummins (2015 to 2020), and as President of the Cummins Northeast distributor as an owner (2010 to 2015). Ms. Davis has extensive management and operational experience in the international operations of large, diversified manufacturers. Her experience in international market development, integration, and maximizing operational efficiency make her qualified to serve on the Company’s Board of Directors.

  11. Information about the Company's Director Nominees

    | | Ryan M. Gwillim | | | Age: 45 | | | Director since: 2024 Independent Director | | | Manitowoc Board Committees: • Audit Committee | | | Other Current Public Company Directorships: • None |

  12. Information about the Company's Director Nominees

    Ryan M. Gwillim is the Executive Vice President and Chief Financial Officer of Brunswick Corporation, a global leader in marine and recreation products. Mr. Gwillim has served in his current position since 2020 and previously served at Brunswick as Vice President – Finance and Treasurer (2019 to 2020) and Vice President – Investor Relations (2017 to 2019). He also served as Associate General Counsel – International (2015 to 2017) and held positions of increasing responsibility within the legal department since his Brunswick employment began in 2011. Mr. Gwillim is a certified public accountant and holds a law degree from the University of Illinois. Mr. Gwillim brings senior management, accounting, legal and financial controls experience to the Company’s Board of Directors. The foundation of Mr. Gwillim’s financial controls and accounting expertise is from his experience with Brunswick, including his current role as Chief Financial Officer. In addition, his background and experience with public company and international business operations, mergers and acquisitions, debt markets, investor relations and regulatory issues make him qualified to serve on the Company’s Board of Directors.

  13. Information about the Company's Director Nominees

    | | Kenneth W. Krueger | | | Age: 67 | | | Director since: 2004 Independent Director | | | Manitowoc Board Committees: • Non-Executive Board Chair | | | Other Current Public Company Directorships: • Douglas-Dynamics, Inc. (NYSE: PLOW) • Albany-International Corporation (NYSE: AIN) |

  14. Information about the Company's Director Nominees

    Kenneth W. Krueger currently serves as the Non-Executive Board Chair and was the interim President and Chief Executive Officer of the Company from October 2015 until March 2016. Mr. Krueger was the Chief Operating Officer (2006 to 2009) and Executive Vice President (2005 to 2006) of Bucyrus International, Inc., a global leader in mining equipment manufacturing. Mr. Krueger also was the Sr. Vice President and Chief Financial Officer (2000 to 2005) of A. O. Smith Corporation, a global manufacturer of water heating and water treatment systems, and Vice President, Finance and Planning, Hydraulics, Semiconductor Equipment, and Specialty Controls Group (1999 to 2000) of Eaton Corporation. Mr. Krueger has extensive financial, accounting, and operations experience. He has served as a chief financial officer and chief operating officer of publicly-traded companies and has other significant senior management experience. His experience and background in finance and accounting in a publicly-traded manufacturing company bring great focus to the Company’s accounting, auditing, and internal controls. Mr. Krueger’s operations leadership experience in the heavy manufacturing industry, coupled with his experience in accounting and finance, make him a valued adviser as a member of the Company’s Board of Directors and as the current Chair.

  15. Information about the Company's Director Nominees

    | | Robert W. Malone | | | Age: 60 | | | Director since: 2021 Independent Director | | | Manitowoc Board Committees: • Compensation Committee • Corporate Governance and Sustainability Committee | | | Other Current Public Company Directorships: • None |

  16. Information about the Company's Director Nominees

    Robert W. Malone is the Vice President and President – Filtration Group of Parker-Hannifin Corporation (since 2014). Mr. Malone joined Parker in 2013 as Vice President of Operations for the Filtration Group where he was responsible for five of the group’s divisions and the group sponsor for four of the seven global filtration platforms. Prior to Parker, Mr. Malone served as President and Chief Executive Officer for Purolator Filters with responsibility for the engineering, manufacturing, marketing, and sales of branded and private label filters to North American OEM and aftermarket customers. Prior to Purolator Filters, Mr. Malone held senior leadership positions with ArvinMeritor Light Vehicle Aftermarket and Arvin-Kayaba, LLC. Mr. Malone has extensive management and operational experience in the international operations of large, diversified manufacturers. His experience in international market development, integration and maximizing operational efficiency makes him qualified to serve on the Company’s Board of Directors.

  17. Information about the Company's Director Nominees

    | | C. David Myers | | | Age: 60 | | | Director since: 2016 Independent Director | | | Manitowoc Board Committees: • Audit Committee, Chair • Corporate Governance and Sustainability Committee | | | Other Current Public Company Directorships: • Carlisle Companies Inc. (NYSE: CSL) |

  18. Information about the Company's Director Nominees

    C. David Myers retired in 2014 as President – Building Efficiency of Johnson Controls, Inc., a global diversified technology and industrial company, after serving in such role since 2005. Mr. Myers previously served as President and Chief Executive Officer, as well as a director, of York International Corporation, a provider of heating, ventilating, air conditioning, and refrigeration products and services, from 2004 until York was acquired by Johnson Controls in 2005. Prior thereto, he held other positions with increasing responsibility at York, including serving as President, Executive Vice President and Chief Financial Officer. Mr. Myers previously served as a Senior Manager at KPMG LLP. Mr. Myers serves as a director of The Boler Company (operating as Hendrickson International). and formerly served on the board of Children’s Hospital of Wisconsin. Mr. Myers brings senior management, cybersecurity expertise, accounting, and financial controls experience to the Company’s Board of Directors. The foundation of Mr. Myers’ financial controls and accounting expertise is from when he served as a senior manager at KPMG and continued through his service as Chief Financial Officer of York. His background and experience in finance, accounting, and senior management in various segments of large manufacturing companies make him qualified to serve on the Company’s Board of Directors.

  19. Information about the Company's Director Nominees

    | | Aaron H. Ravenscroft | | | Age: 45 | | | Director since: 2020 President and Chief Executive Officer since 2020 | | | Other Current Public Company Directorships: • None |

  20. Information about the Company's Director Nominees

    Aaron H. Ravenscroft has served as President and Chief Executive Officer, and has been a director, of the Company since 2020. Mr. Ravenscroft joined Manitowoc as Executive Vice President of the Mobile Cranes business in 2016, and in 2017, he took responsibility for the Tower Cranes business. Prior to joining Manitowoc, Mr. Ravenscroft served as a Regional Managing Director at Weir Group's Mineral division (2013 to 2016) as President of the Process Flow Control Group at Robbins & Myers (2011 to 2013), as Regional Vice President of the Industrial Products Group for Gardner Denver (2008 to 2011) and in a series of positions with increasing responsibility at Wabtec (2003 to 2008). Mr. Ravenscroft started his career as a sell side stock analyst at Janney Montgomery Scott following capital goods companies (2000 to 2003). In addition to serving as the Company’s President and Chief Executive Officer, Mr. Ravenscroft’s deep industrial expertise qualifies him to serve on the Company’s Board of Directors. The Board of Directors recommends a vote “FOR” the election of each of the nine above nominees.

  21. NON-EMPLOYEE DIRECTOR COMPENSATION

    NON-EMPLOYEE DIRECTOR COMPENSATION The annual compensation package for non-employee directors is designed to attract and retain highly experienced and qualified individuals to serve on the Company’s Board of Directors. It is also intended to be competitive relative to general industrial companies of comparable size to the Company. The Compensation Committee typically reviews the market competitiveness of the non-employee director compensation program every two years with the assistance of an outside consulting firm. The 2023 compensation package for non-employee directors consisted of cash (annual retainers) and equity (stock) awards. No meeting fees were paid to non-employee directors in 2023. Directors are also entitled to reimbursement of their reasonable out-of-pocket expenses in connection with their travel to and from Board and committee meetings and other Company events. An individual director’s actual annual compensation will vary based on committee memberships and committee chair responsibilities. A significant portion of the target annual compensation package is delivered in the form of equity, which is designed to promote a strong alignment of interests between the Company’s non-employee directors and its shareholders. In 2023, the equity award, consisting of a stock grant, was set based on the guideline value of $125,000 (which was increased to $135,000 as of May 1, 2023). The number of shares granted were based on a 20-day average of the closing stock price from the grant date on February 8, 2023 (which was the date of the Board meeting). The accounting expense was based on the closing stock price as of the date of grant. Equity awards made in 2023 to non-employee directors were granted under the Company’s 2013 Omnibus Incentive Plan. The Compensation Committee may, in its discretion, grant awards from time-to-time in such amounts as it determines and to such non-employee directors as it selects. The following table summarizes the annual compensation elements provided to the Company’s non-employee directors as of May 1, 2023:

  22. NON-EMPLOYEE DIRECTOR COMPENSATION

    | DIRECTOR PAY ELEMENT | AMOUNT | | Annual Retainer for Board Chair (Non-Executive) | $125,000 | | Annual Retainer for Board Member | $80,000 | | Annual Retainer for Lead Independent Director | $25,000 | | Annual Retainer for Audit Committee Chair | $25,000 | | Annual Retainer for Compensation Committee Chair | $20,000 | | Annual Retainer for Governance Committee Chair | $17,500 | | Annual Retainer for Audit Committee Member | $10,000 | | Annual Retainer for Compensation Committee Member | $7,500 | | Annual Retainer for Governance Committee Member | $7,500 | | Annual Equity Grant | $135,000 |

  23. NON-EMPLOYEE DIRECTOR COMPENSATION

    Non-Employee Director Compensation

  24. Non-Employee Directors’ Compensation

    | NAME | FEES EARNED OR PAID IN CASH(1) | STOCK AWARDS(2) | TOTAL | | Anne E. Bélec | $97,500 | $136,243 | $233,743 | | Robert G. Bohn | $106,250 | $136,243 | $242,493 | | Anne M. Cooney | $105,000 | $136,243 | $241,243 | | Amy R. Davis | $93,750 | $136,243 | $229,993 | | Kenneth W. Krueger | $205,000 | $136,243 | $341,243 | | Robert W. Malone | $91,250 | $136,243 | $227,493 | | C. David Myers | $110,000 | $136,243 | $246,243 | | John C. Pfeifer | $95,000 | $136,243 | $231,243 |

  25. I. PAY FOR PERFORMANCE

    I. PAY FOR PERFORMANCE An essential part of the Company’s compensation programs involves continuing to align pay outcomes with financial performance, safety, and the performance of its stock. The Compensation Committee establishes meaningful goals for performance-based compensation, including performance measures, measure weighting and thresholds, targets, and maximums for its short-term and long-term incentive plan compensation. The Company set targets based on its operating and strategic plans, which are intended to drive shareholder value. 2023 short-term incentive plan (“STIP”). The 2023 STIP included three performance measures: Adjusted EBITDA, Net Working Capital as a percentage of sales, and an ESG measure focused on driving performance in environmental sustainability, workplace safety, and employee engagement and equity with a weighting of 50%, 30%, and 20%, respectively. These performance measures focus the Company’s executives on improving annual operating performance while driving our responsible business initiatives. The business performance generated an above target payout for the 2023 STIP of 156.25%. The Company believes the inclusion of an ESG metric aligns with the importance of reducing our environmental impact, improving employee safety and wellbeing, and enhancing our employee engagement and equity within the organization. The achievement of the ESG measure is decided by the Compensation Committee, using performance data presented during committee meetings relative to pre-established goals to ascertain the level of achievement. The progress for achievement of these goals is reviewed on a quarterly basis and a final performance and a final percentage payout is agreed on by the Compensation Committee. The 2023 STIP performance was below target for Net Working Capital as a percentage of sales. However, performance on the Adjusted EBITDA and ESG metrics were above target, resulting in an earned payout of 156.25% of target. The Company achieved Adjusted EBITDA of $175.3 million (target of $145.0 million), Net Working Capital as a percentage of sales of 21.9% (target of 21.4%), and the Compensation Committee determined achievement of the ESG goals was at 150% of target. The Company uses Adjusted EBITDA and Net Working Capital as a percentage of sales, which are financial measures that are not prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), as metrics to evaluate the Company’s performance. The Company defines Adjusted EBITDA as net income (loss) before interest, income taxes, depreciation and amortization plus the addback or subtraction of restructuring, other income (expense) – net, and certain other non-recurring items – net. Net Working Capital as a percentage of sales is defined as net accounts receivable, plus net inventory, less accounts payable and accrued expenses divided by net sales. The Company believes these non-GAAP measures provide important supplemental information to shareholders regarding business trends that can be used in evaluating its results of operations because these financial measures provide a consistent method of comparing financial performance and are commonly used by investors to assess performance. These non-GAAP financial measures should be considered together with, and are not substitutes for, the GAAP financial information. A reconciliation of Adjusted EBITDA (a non-GAAP financial measure) to net income (loss) (the most directly comparable GAAP financial measure) and the calculation of Net Working Capital as a percentage of sales for the year ended December 31, 2023, is included in Annex A to this Proxy Statement. 2021-2023 Long-Term Awards. The long-term performance share units granted in 2021 as part of our 2021 long-term incentive plan were based 60% on the three-year average of the Company's Adjusted EBITDA Percent (Adjusted EBITDA Percent is defined as Adjusted EBITDA divided by net sales) from 2021 to 2023 and 40% on non-new machines sales with a +/- 20% modifier based on our Total Shareholder Return ("TSR") compared to companies in the Russell 2000 Index. For the 2021 LTIP grants which were paid following the close of 2023, the Company had a three-year average Adjusted EBITDA Percent of 7.2% which equated to a weighted achievement of 101.4% (See Annex A) and non-new machine sales of $612.7 million which equated to a weighted achievement of 80%. For the three-year performance period, the Company achieved a relative TSR of 63.8% which was between the 60th to 75th percentile of the selected peer group resulting in a +10% modifier to the achievement. This resulted in a final payout of the 2021 long-term performance share awards of 199.6% of target. The 2021 acquisitions of Aspen Equipment Company and the crane business of H&E Equipment Services, Inc. were included in the achievement used to determine the Company's 2021 long-term performance share payout. The Company elected to include the impact of the acquisitions in the 2021 long-term performance share achievement as the Company's long-term strategy includes growth through acquisitions. The performance-based structure of the Company’s executive compensation program and its volatile stock performance have impacted equity payouts and the realized equity value for its executives, commensurate with returns to shareholders. As shown in the graph below, the payouts of performance shares for the 2019-2021 and 2020-2022 performance periods were below target, and the average level of achievement earned over the last three years is 90.67% of target. 2023-2025 Performance Shares. To complement the 2023 STIP, the 2023 long-term incentive plan ("LTIP") utilized a combination of awards intended to enable the Company to attract and retain employees, while tying the achievement of those awards to the long-term performance of the Company and returns for its shareholders. Fifty percent (50%) of the target value of equity awards under the 2023 LTIP consisted of performance shares, earned upon achievement of specific performance goals measured over a three-year performance period. The remaining 50% of the equity awards consisted of restricted stock units. To emphasize the importance of long-term profitability, align performance with the Company's breakthrough initiatives, and to focus the executive team on improving overall company performance on a year-to-year basis, the primary measures are three-year average Adjusted EBITDA Percent and Total Non-New Machine Sales over the three-year performance period concluding on December 31, 2025.

  26. Compensation Peer Group

    Compensation Peer Group On an annual basis, the Compensation Committee reviews compensation data from third-party market surveys and a customized group of peer companies to obtain insight into market competitive pay levels for our NEOs. Identifying a relevant compensation peer group is difficult, as the Company is the only stand-alone publicly traded crane company in the U.S. and one of only a few worldwide. As a result, the Company used both a quantitative and qualitative approach to its peer selection. WTW performed the quantitative and qualitative analysis for the Compensation Committee’s consideration. In creating our peer group, companies were identified using the following criteria: • Direct business and industry competitors, • Executive talent competitors, • Companies in industries with similar operational complexion, including exposure to cyclicality, • Relative revenues between $500 million and $3 billion, and • Geographic presence. The Compensation Committee reviewed and evaluated the data, and as a result of this analysis, left the peer group unchanged from 2022.

  27. Compensation Peer Group

    | 2023 PEER GROUP | | | | Astec Industries, Inc. | Kennametal Inc | The Greenbrier Companies, Inc. | | Crane Holdings, Co. | Meritor, Inc. | The Timken Company | | Federal Signal Corporation | REV Group, Inc. | Trinity Industries, Inc. | | Flowserve Corporation | SPX Technologies, Inc. | Wabash National Corporation | | Harsco Corporation | Tennant Company | | | Hyster-Yale Materials Handling, Inc | Terex Corporation | |

  28. Compensation Design

    | Pay for Performance A significant portion of the target compensation awarded to executive officers is incentive-based and “at risk.” Incentives are only earned if specific financial and/or other performance goals are achieved. With respect to long-term incentive awards, the award value increases or decreases based on the Company stock share price. Incentive awards are capped at 200% of the targeted award opportunity. | Provide Market Competitive Compensation Pay levels are targeted to be, on average, at market median levels with comparable positions at general industrial companies of similar size. Other factors also taken into consideration include experience, length of service, individual performance, internal structure, internal and external equity, business needs, Company performance, and other factors. | | Encourage Long-term Service The Company offers retirement and savings plans, including the Company’s 401(k) Retirement Plan and Deferred Compensation Plan, which are payable after retirement or separation from the Company and provide employees with the opportunity to earn Company contributions and save pre-tax dollars for retirement. | Align Interests with Our Shareholders Long-term incentive awards to executives are solely equity-based, and executive officers are subject to stock ownership guidelines to ensure meaningful ongoing alignment with shareholders’ interests and market best practice. |

  29. Compensation Design

    | 2023 Short-Term Incentive Plan | | | PERFORMANCE MEASURES | RATIONALE | | Adjusted EBITDA (weighted 50%), which is equal to net income (loss) before interest, income taxes, depreciation and amortization, plus the addback or subtraction of restructuring, other income (expense) – net, and certain other non-recurring items – net. | Adjusted EBITDA is a useful measure of the Company’s annual operating performance and is commonly used by investors and research analysts to assess results. | | Net Working Capital as a % of sales (weighted 30%), which is equal to net accounts receivable, plus net inventory, less accounts payable and accrues expenses divided by net sales for the year. | Net Working Capital as a % of sales is a useful measure of the Company’s working capital turnover measuring the relationship between the funds used to finance the Company’s operations and the revenues the Company generated. | | ESG Metrics (weighted 20%) measures environmental sustainability, health and safety, employee engagement and equity in alignment with the Company’s core values. The actual achievement percentage is determined by the Compensation Committee following review of the annual performance of each metric against pre-established targets. | ESG incentive metrics provides a mechanism to measure and reward improvement in environmental sustainability, health & safety of the workforce and employee engagement and equity. These have been identified through shareholder engagement as key areas of interest and also align with our overall ESG strategy. |

  30. Compensation Design

    | 2023 Long-Term Incentive Plan | | | EQUITY AWARD CATEGORIES | RATIONALE | | Performance Shares (50% of the targeted value of the LTIP grant) earned at the end of the three-year performance period based on the results of the three measures described below. | The benefit of performance shares is that they align the interests of executives to the interests of shareholders through longer term performance metrics and share performance. |

  31. Compensation Design

    | Restricted Stock Units (50% of the targeted value of the LTIP grant) which vest in equal installments over three years, commencing on the first anniversary of the grant date. | Restricted stock units are beneficial because they are time based, vesting ratably over three years, they promote long-term retention of executive talent, and their value is tied to stock price appreciation. |

  32. Compensation Design

    | 2023 Long-Term Incentive Plan | | | PERFORMANCE MEASURES | RATIONALE | | Adjusted EBITDA Percent (weighted 60%) for the three-year average from fiscal year 2023 to fiscal year 2025 (“Average Adjusted EBITDA Percent”) is equal to net income (loss) before interest, income taxes, depreciation, and amortization, plus the addback or subtraction of restructuring, other income (expense) – net, and certain other non-recurring items – net, divided by net sales. | Adjusted EBITDA Percent is an important indicator to measure how much operating profit is generated for each dollar of revenue earned over the performance period. | | Non-New Machine Sales (weighted 40%) for the period of January 1, 2023 to December 31, 2025 is equal to revenue derived from activities other than new equipment sales. | Non-New Machine Sales is an important measure of how much the organization is generating sales from used equipment, aftermarket parts, rental, training, and field service work which aligns with the Company’s breakthrough initiatives and CRANES+50 strategy. In the aggregate, non-new machine sales typically generate higher margins and are less cyclical in nature compared to new machine sales. | | Relative Total Shareholder Return (“TSR”) (applied as a modifier of +/- 20%) not to exceed 200% achievement. If the absolute TSR is negative, the modifier cannot increase the payout. | Relative TSR as a modifier aligns payouts to stock performance and assesses the Company’s relative TSR to the Russell 2000 Index. |

  33. Overview of Executive Compensation

    | ELEMENT | PURPOSE | CHARACTERISTICS | | Base Salary | Establish a certain element of pay for an individual’s competencies, skills, experience, and performance relative to his or her current job | Not at risk; eligible for annual performance-based merit increase consideration and adjustments for changes in job responsibilities | | Short-Term Incentives | Motivate and reward the achievement of annual goals of the Company aligned to the key strategic objectives for the year | Performance-based cash opportunity; amount earned will vary based on actual financial and non-financial results achieved | | Long-Term Incentives | Motivate and reward the achievement of specific long-term financial goals and align executive compensation with shareholder value by paying long-term incentives in shares of our stock | All at risk with value driven by share price; half of the award opportunity is also performance-based with the amount realized by the executive, if any, dependent upon future financial and relative total shareholder return performance | | Retirement Benefits and Deferred Compensation | Encourage long-term service with the Company by providing retirement plan contributions that can grow in value over an executive’s career and opportunities to defer compensation | Both fixed and variable aspects; contributions drive growth of funds and future payments | | Perquisites and Personal Benefits | Provide additional financial security and a competitive pay package that helps attract and retain qualified executives, though perquisites are limited | Generally fixed; actual cost is based on participation and usage | | Employment Agreements and Severance Benefits | Defines terms of employment, severance, and restrictive covenants; provide continuity of the leadership team leading up to and after a change in control by providing severance benefits | Specifies minimum level of benefits while employed and severance benefits in the event employment is terminated without cause or for good reason, with enhanced benefits following a change in control |

  34. 2023 Pay Elements

    Incentive Plans. The Company provides short-term incentive and long-term incentive award opportunities to motivate the achievement of its business strategy by specifying key metrics of success. To drive results and align performance and payouts, the incentive plans each: • Include multiple performance measures; • Have target performance goals set based on forecasts/budget, business conditions, prior year’s performance, probability of achievement and other factors; • Vary payouts commensurate with performance results (with potential payouts capped at 200% of the target award opportunity for goal-based plans); and Cover different time periods, with short-term incentive plans covering one year and long-term incentive plans covering three years, with an ongoing stock ownership requirement. To best drive success, the Company believes a combination of performance measures should be used to ensure that executive officers are motivated and rewarded for managing the Company’s overall financial health and driving long-term sustainable growth in value for the Company’s shareholders. As such, the short-term incentive plan and performance share component of the long-term incentive plan each use three performance metrics, which may change from year-to-year, to reflect the critical areas of focus for the performance period. The Compensation Committee believes that, collectively, the performance metrics used will best drive long-term shareholder value and align management rewards to the Company’s business strategy and performance. Short-Term Incentives. Short-term incentive awards are made under the 2013 Omnibus Incentive Plan and are referred to in this Proxy Statement as STIP awards. The 2023 STIP award was assessed at an overall Company performance level, based 50% on Adjusted EBITDA, 30% on Net Working Capital as a percentage of sales, and 20% on ESG performance. Adjusted EBITDA is a useful measure of the Company’s annual operating performance and is commonly used by investors and research analysts to assess results. Net Working Capital as a percentage of sales is a useful measure of the Company’s working capital turnover measuring the relationship between the funds used to finance the Company’s operations and the revenues the Company generated. The non-financial ESG element is designed to drive performance focused on environmental sustainability, health and safety, and to improve employee engagement and equity in alignment with the Company’s core values. The ESG component attainment was determined by the Compensation Committee following review of the Company’s performance against the following pre-established performance goals: • Reduce company scope 1&2 greenhouse gas emissions, • Reduce waste to landfill, • Complete environmental life cycle assessments of three main product lines, • Reduce slips, trips and fall related injuries globally, • Improve employee engagement and equity in the organization, • Identify and mitigate workplace safety risks through employee hazard observations • Increasing safety behavior observation and dialogue between shop floor employees, supervisors and managers As noted above, the Company continued its path to be more environmentally sustainable in 2023 by achieving significant gains in resource efficiency, reducing its net greenhouse gas emissions and waste to landfill. The Company also ended the year with its lowest recordable injury rate on record of 1.01 injuries per 200,000 hours worked. More detailed information on the ESG activities of the Company and its results can be located within the Annual Corporate Sustainability Report. The Compensation Committee determines the target short-term incentive award percentage for each NEO based on the position’s impact, level of responsibilities, and short-term incentive levels of similar positions based on market data. The 2023 target short-term incentive award percentages for each of the named executive officers are set forth below.

  35. 2023 Pay Elements

    | NEO | 2022 TARGET STIP (% OF BASE SALARY) | 2023 TARGET STIP (% OF BASE SALARY) | % Change | REASON FOR CHANGE | | Aaron H. Ravenscroft | 100% | 110% | 10% | Alignment with market median | | Brian P. Regan | 75% | 75% | 0% | | | Leslie L. Middleton | 60% | 70% | 17% | Alignment with market median | | Jennifer L. Peterson | 50% | 65% | 30% | Alignment with market median | | James S. Cook | 50% | 65% | 30% | Reflects promotion to Executive Vice President, Human Resources |

  36. 2023 Pay Elements

    Compensation earned under the 2023 STIP can range from 0% to 200% of an individual’s target award opportunity based on actual results of performance goals for the year. The Compensation Committee may exercise discretion to reduce or increase the incentive award otherwise earned by a participant in any year based on individual or other performance factors determined by the Compensation Committee. Earned awards, if any, are fully paid out after the end of the year unless deferred under our Deferred Compensation Plan, which is described below. The Company’s actual 2023 performance results were above the maximum for Adjusted EBITDA, between threshold and target for Net Working Capital as a percentage of sales, and between target and maximum for the ESG metric, resulting in a payout of 156.25% of target. Below are the 2023 specific threshold, target, and maximum performance levels for the STIP awards and the actual results (dollars in millions):

  37. 2023 Pay Elements

    | | THRESHOLD | TARGET | MAXIMUM | | RESULTING AWARD AS | | MEASURE (WEIGHTING) | (50% Payout) | (100% Payout) | (200% Payout) | 2023 ACTUAL | % OF WEIGHTED TARGET | | Adjusted EBITDA (50%)1,2 | $112M | $145M | $173M | $175.3M | 100.0% | | Net Working Capital as % of Sales (30%)3 | 23.4% | 21.4% | 19.4% | 21.9% | 26.25% | | ESG Metrics (20%) | ESG Goals: Environmental, Safety & Workforce Engagement | | | | 30.0% | | Total Payout as a Percent of Target | | | | | 156.25% |

  38. 2023 Pay Elements

    (1) “Adjusted EBITDA” is equal to net income (loss) before interest, income taxes, depreciation, and amortization, plus the addback or subtraction of restructuring, other income (expense) – net, and certain other non-recurring items – net. (2) Straight-line interpolation is used for calculating the payout between the specific performance levels. (3) A reconciliation of Adjusted EBITDA (a non-GAAP financial measure) to net income (loss) (the most directly comparable GAAP financial measure) and of Net Working Capital as a percentage of sales to the most directly comparable GAAP financial measures is included in Annex A to this Proxy Statement The actual 2023 STIP award payouts for the NEOs are presented in the Summary Compensation Table in the “Non-Equity Incentive Plan Compensation” column. The potential dollar range of the 2023 STIP awards for each NEO is presented in the Grants of Plan-Based Awards table. Use of Discretion. While the Compensation Committee is permitted to apply discretion in considering potential adjustments presented by management in order to assess performance, no discretion was used to pay awards under the 2023 STIP that would not have otherwise been earned. Long-Term Incentives. Long-term incentive award grants are made under the 2013 Omnibus Incentive Plan. Long-term incentive awards are intended to align the interests of executives with those of shareholders by allowing executives to share in the growth and financial success of the Company, as reflected in the Company’s stock price and other performance measures. In addition, long-term incentive awards facilitate the attraction, retention, and motivation of executives and key employees. The Compensation Committee annually sets award guidelines for each NEO and job classification level based upon survey market median levels, the Company’s executive compensation peer group, and the Company’s recent stock price. The target long-term incentive value approved for each NEO is set forth in the table below:

  39. 2023 Pay Elements

    | NEO | 2022 TARGET LTIP VALUE | 2023 TARGET LTIP VALUE | % Change | REASON FOR CHANGE | | Aaron H. Ravenscroft | $3,500,000 | $3,800,000 | 9% | Alignment with peer group median | | Brian P. Regan | $612,000 | $900,000 | 47% | Alignment with peer group median | | Leslie L. Middleton | $600,000 | $750,000 | 25% | Alignment with peer group median | | Jennifer L. Peterson | $415,000 | $575,000 | 39% | Alignment with peer group median | | James S. Cook | $63,000 | $475,000 | 654% | Reflects promotion to Executive Vice President, Human Resources |

  40. 2023 Pay Elements

    The long-term incentive awards granted to our NEOs under the 2023 LTIP consisted of 50% performance shares and 50% restricted stock units based on the grant date fair value. Long-term incentive awards are considered “at risk” as they require the achievement of specific multi-year performance goals and/or stock price appreciation. Grants under the 2023 LTIP were delivered as follows:

  41. 2023 Pay Elements

    | Award Type (Weighting) | Performance Measure | Performance/Vesting Period | | Performance Shares (50%) | ▪ Adjusted EBITDA Percent (60% weighting) ▪ Total Non-New Machine Sales over a three-year period (40% weighting) ▪ Relative TSR applied as a modifier of +/-20% up to 200% achievement as compared to the Russell 2000 Index. If absolute TSR is negative, the modifier cannot increase the payout. | Performance measured over three-year performance period ending on December 31, 2025 for Average Adjusted EBITDA percent, Non-New Machine Sales, and Relative TSR; performance share awards vest on the third anniversary of the grant date in accordance with achievement of performance measures. | | Restricted Stock Units (50%) | Not Applicable | Three-year ratable vesting (33.33% per year), commencing on the first anniversary of the grant date. |

  42. 2023 Pay Elements

    | PERFORMANCE LEVEL | THREE-YEAR AVERAGE ADJUSTED EBITDA PERCENT (60% Weighting) | THREE-YEAR TOTAL NON-NEW MACHINES SALES (40% Weighting) | AWARD PAYOUT (AS A % OF TARGET) | | Maximum | 9.1% | $1,850M | 200% | | Target | 7.1% | $1,700M | 100% | | Threshold (no payouts below this level) | 6.1% | $1,500M | 50% |

  43. 2023 Pay Elements

    Depending on our relative TSR performance, the level of payout can be adjusted up or down by up to 20%, consistent with the Company’s pay-for-performance philosophy and current market practices. Relative TSR is measured against the Russell 2000 Index. TSR (for the Company and the comparator group) is defined as stock price appreciation (calculated using the 20-trading day average closing stock price at the beginning and end of the three-year performance period) assuming any dividends are reinvested on the ex-dividend date over the three-year performance period. Overall LTI payout after applying any modifier is capped at 200% and if our absolute TSR is negative, the modifier cannot increase the payout. The payout schedule for the relative TSR modifier of the performance share grants is as follows:

  44. 2023 Pay Elements

    | PERFORMANCE PERCENTILE RANK | LTI PAYOUT MODIFICATION | | Above 75th Percentile | 20% | | 60th to 75th Percentile | 10% | | 40th to 60th Percentile | No Change | | 25th to 40th Percentile | (10)% | | Below 25th Percentile | (20)% |

  45. 2023 Pay Elements

    | METRIC | TIERS | ACTUAL PERFORMANCE | WEIGHTED AWARD PAYOUT | | Year Ending 2023 3-Year Average Adjusted EBITDA Percent (60% Weighting) | Threshold: 4.6% Target: 6.15% Maximum: 7.7% | 7.2% | 101.4% | | Year Ending 2023 Non-New Machine Sales (40% Weighting) | Threshold: $406M Target: $432M Maximum: $536M | $612.7M | 80.0% | | Relative TSR (Modifier) | Above 75th Percentile: +20% 60th to 75th Percentile: +10% 40th to 60th Percentile: no change 25th to 40th Percentile: -10% Below 25th Percentile: -20% | 63.8 percentile | 10% increase | | Payout (as a % of Target) | | | 199.6% |

  46. 2023 Pay Elements

    Grant Guideline Development. The Compensation Committee annually sets award guidelines for each NEO and job classification level based upon survey market median levels, the Company’s executive compensation peer group, and the Company’s recent stock price. LTIP awards to NEOs were made in the first quarter of 2023. Target grant levels for restricted stock units in 2023 were based on a 20-day average of the closing stock price from the grant date on February 8, 2023 (which was the date of the Compensation Committee meeting). Target performance share grant levels in 2023 were determined by using a Monte Carlo valuation which was completed by WTW. The grant date fair values of the 2023 equity grants are presented in the Grants of Plan-Based Awards table. Retirement Benefits and Deferred Compensation. To facilitate the long-term service of highly qualified executives and retirement savings, the Company provides the following retirement and deferred compensation plans: 401(k) Retirement Plan. Active, regular, U.S. based employees, who are scheduled to work at least 20 hours per week and completed one hour of service (including the named executive officers), are eligible to participate in The Manitowoc Company, Inc. 401(k) Retirement Plan, which allows employees to build retirement savings on a tax-deferred basis. The plan has a tax-qualified defined contribution savings component, the 401(k) savings feature, in which participating employees receive a Company safe harbor match. In addition, the plan has a profit-sharing component, in which the Company, at it's discretion, provides an annual fixed-percentage contribution of eligible compensation. The value of Company annual matching and profit-sharing contributions to the 401(k) Retirement Plan under the savings feature is presented in the Summary Compensation Table and the All Other Compensation Table. Deferred Compensation. To further assist in attracting and retaining highly qualified employees and to encourage saving for retirement, executive officers and other key employees are eligible to participate in the Deferred Compensation Plan, which may include a Company contribution. Detailed information about the Deferred Compensation Plan is presented in the Non-Qualified Deferred Compensation table and in the narrative following that table. In addition, the value of the Company’s annual contributions to the Deferred Compensation Plan on behalf of the named executive officers is presented in the Summary Compensation Table in the “All Other Compensation” column and in the All Other Compensation Table. Perquisites and Personal Benefits. In order to provide a market competitive total compensation package, the Company provides a limited amount of perquisites and supplemental benefits to our named executive officers. In 2023, the Company provided the following: supplemental long-term disability insurance, executive physicals, and car allowance. Additionally, the Company provided tax preparation assistance for Mr. Ravenscroft related to his prior assignment in France and Mr. Cook for his prior assignment in Germany. The value of perquisites and supplemental benefits, in total and itemized, provided in 2023 are presented in the Summary Compensation Table and the All Other Compensation Table. Tax Equalization Payments. Tax equalization payments are made to Mr. Ravenscroft and Mr. Cook, or to the applicable taxing authority on their behalf, to ensure that, on an after-tax basis, they receive the same level of compensation as if they were subject to taxation only in the United States. The aggregate incremental cost to the Company of this tax equalization arrangement is shown in the All Other Compensation column of the Summary Compensation Table and in the Other column of the All Other Compensation Table. Employment Agreements. The Company entered into employment agreements with Messrs. Ravenscroft and Middleton in February 2021, Mr. Regan in May 2022, Ms. Peterson in August 2022, and Mr. Cook in May 2023 (the “Employment Agreements”). The Employment Agreements establish the compensation that the Company will pay to each of the named executive officers while employed and set forth the severance benefits they will receive upon certain terminations of employment, both before or within two years after, a change of control. Additional information about the Employment Agreements is set forth below in the Post-Employment Compensation section of this Proxy Statement.

  47. Other Executive Compensation Policies and Considerations

    Other Executive Compensation Policies and Considerations Stock Awards Granting Policy. Based on the approval of the Compensation Committee, the Company granted stock awards to its executive officers and other eligible key employees. In 2023, stock awards to executive officers consisted of performance shares and restricted stock units. Annual stock awards are generally granted in February. Stock awards are also used to attract executives and key employees, and, as such, stock awards are at times granted to executives and key employees at the time they become executives or key employees of the Company. In such cases, the grant date would be the date employment commences or the date the Compensation Committee approves the awards. If the Company grants stock options, then the exercise price of stock options is the closing trading price on the grant date. Stock Ownership Guidelines. The Compensation Committee has established stock ownership guidelines for our executive officers. The guidelines provide that within five years from the later of the executive’s start date or promotion date, the executive officer should hold an amount of stock with a value at least equal to the following: • Chief Executive Officer: five times base salary • Other Executive Officers: three times base salary Stock ownership includes shares owned outright, restricted stock, restricted stock units, performance stock adjusted for expected achievement based on current performance trends, and stock equivalents held in deferred compensation and/or retirement plans. Additionally, one-half of the guideline amount can be met by vested, in-the-money stock options held by the executive officer. As of December 31, 2023, all NEOs were in compliance or projected to be in compliance with such guidelines. If an executive officer does not meet the relevant ownership guideline on the applicable measurement date, the executive officer must retain all shares from the exercise of stock options and the vesting of restricted shares, restricted stock units, and performance shares until compliance is achieved. Securities Trading Policy. The Company maintains an Insider Trading Policy that imposes specific standards on directors, executive officers, and employees of the Company. The policy is intended not only to forbid such persons from trading in Company stock on the basis of inside information, but to avoid even the appearance of improper conduct on the part of such persons. The policy also prohibits directors, executive officers, and employees from pledging their holdings of Company securities, trading in puts, calls, and other derivative securities on stock of the Company, and purchasing financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds) or otherwise engaging in transactions that are designed to or have the effect of hedging or offsetting any decrease in the market value of the Company’s securities. In addition to the specific restrictions set forth in the policy, the policy requires that all transactions in Company stock by such persons and by others in their households be pre-cleared by the Corporate Secretary’s office. The only exception to the pre-clearance requirement is regular, ongoing acquisitions of Company stock resulting from continued participation in employee benefit plans that the Company or its agents administer. Compensation Clawbacks. The Board approved a compensation recovery, or “clawback", policy for incentive-based compensation effective October 2023 in compliance with the SEC’s recently issued regulations and the implementing New York Stock Exchange listing standards. This policy provides that, if we are required to prepare a qualifying accounting restatement as a result of material noncompliance with a financial reporting requirement, then we will recover promptly from our covered officers, including our NEOs, the excess of any incentive-based compensation they received within the three completed fiscal years preceding the date on which we are required to prepare the restatement over the amount they would have received if the amount of such compensation had been determined based on the restated financials Risk Assessment of Compensation Practices. The Compensation Committee is responsible for overseeing the management of risks relating to the Company’s human resources and compensation plans and arrangements. In 2023, the Compensation Committee conducted an evaluation of the Company’s compensation arrangements for executive officers and non-executive officers and the incentives created by such arrangements for employees to take risks. As a result of this assessment, the Compensation Committee concluded that the Company’s compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Company. In reaching this conclusion, the Compensation Committee considered the following risk mitigating features of the compensation program: • Pay Mix. The Company’s executive compensation program primarily consists of base salary, short-term incentive compensation, and long-term incentive compensation. Base salaries are targeted at the peer group median, which mitigates the need for our executive officers to take significant risks to earn average compensation. However, a sufficient portion of each executive officer’s pay is at risk to ensure that the interests of our executives are well-aligned with those of our shareholders, driving long-term shareholder value. • Time Horizon. The Company’s 2021, 2022 and 2023 LTIP awards are based on a three-year performance period, which encourages employees to focus on sustained performance of the Company over the long-term, rather than taking short-term risks. • Performance Goals. The Company’s STIP and LTIP goals are set at levels that are attainable without taking inappropriate risks, but that still require stretch performance. The Company caps its STIP and LTIP payouts at 200% of the target payout amount for each of its executives, which further helps control excessive risk taking at the expense of longer-term financial success. • Stock Ownership Guidelines and Hedging Policies. The Company has stock ownership guidelines in place for each of its named executive officers, which further aligns the interests of its executive officers with those of shareholders. The Company also prohibits employees from pledging their holdings of Company securities and from engaging in hedging transactions involving Company securities. Tax Deductibility of Executive Compensation. Section 162(m) of the Internal Revenue Code of 1986, as amended by the Tax Cuts and Jobs Act of 2017 (“Section 162(m)”), generally limits the Company’s federal income tax deduction to $1 million per person per year for compensation paid to certain executive officers, including each of its named executive officers. However, because the Company believes that many different factors influence a well-rounded, comprehensive executive compensation program, as discussed above, the Compensation Committee did not limit, and does not intend to limit in future years, the compensation of its executive officers to a level that is fully deductible under Section 162(m).

  48. IV. SUMMARY COMPENSATION TABLE FOR 2023

    | NAME AND PRINCIPAL POSITION | YEAR | SALARY | STOCK AWARDS(1) | NON-EQUITY INCENTIVE PLAN COMPENSATION (2) | ALL OTHER COMPENSATION (3) | TOTAL | | Aaron H. Ravenscroft | 2023 | $944,231 | $3,970,760 | $1,632,813 | $150,404 | $6,698,208 | | President & Chief Executive Officer | 2022 | $886,538 | $3,484,556 | $920,700 | $284,676 | $5,576,471 | | | 2021 | $800,000 | $2,500,009 | $1,535,200 | $117,569 | $4,952,778 | | Brian P. Regan | 2023 | $525,569 | $940,453 | $625,313 | $65,427 | $2,156,762 | | Executive Vice President & Chief Financial Officer | 2022 | $396,330 | $609,314 | $356,004 | $82,306 | $1,443,953 | | Leslie L. Middleton | 2023 | $517,251 | $783,709 | $574,219 | $52,722 | $1,927,900 | | Executive Vice President, Americas and EU Mobile Cranes | 2022 | $448,438 | $597,363 | $281,002 | $75,280 | $1,402,083 | | | 2021 | $388,032 | $750,014 | $446,743 | $40,738 | $1,625,527 | | Jennifer L. Peterson | 2023 | $423,411 | $600,847 | $434,586 | $34,381 | $1,493,225 | | Executive Vice President, General Counsel and Secretary | 2022 | $327,930 | $220,031 | $198,974 | $34,535 | $781,470 | | James S. Cook | 2023 | $379,615 | $496,351 | $396,094 | $49,454 | $1,321,514 | | Executive Vice President, Human Resources | | | | | | |

  49. VI. GRANTS OF PLAN-BASED AWARDS IN 2023

    VI. GRANTS OF PLAN-BASED AWARDS IN 2023 The following table sets forth the 2023 STIP awards and 2023 LTIP awards. Any STIP awards earned in 2023 were paid in the first quarter of 2024. The LTIP award is divided between Performance Share Units (PSUs) and Restricted Share Units (RSUs). There were no other equity-based incentive awards granted to the NEOs in 2023.

  50. VI. GRANTS OF PLAN-BASED AWARDS IN 2023

    | | | | ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS | | | ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS | | | ALL OTHER SHARE AWARDS: NUMBER OF SHARES OF | GRANT DATE FAIR VALUE OF STOCK AND | | NAME | AWARD TYPE (1) | GRANT DATE | THRESHOLD ($)(2) | TARGET ($)(2) | MAXIMUM ($)(2) | THRESHOLD (#)(3) | TARGET (#)(3) | MAXIMUM (#)(3) | STOCK OR UNITS (#)(4) | OPTION AWARDS(5) | | Aaron H. Ravenscroft | STIP | | $522,500 | $1,045,000 | $2,090,000 | | | | | | | | PSU | 2/8/2023 | | | | 59,191 | 118,381 | 236,762 | | $1,900,015 | | | RSU | 2/8/2023 | | | | | | | 147,384 | $2,070,745 | | Brian P. Regan | STIP | | $200,100 | $400,200 | 800,400 | | | | | | | | PSU | 2/8/2023 | | | | 14,019 | 28,038 | 56,076 | | $450,010 | | | RSU | 2/8/2023 | | | | | | | 34,907 | $490,443 | | Leslie L. Middleton | STIP | | $183,750 | $367,500 | $735,000 | | | | | | | | PSU | 2/8/2023 | | | | 11,683 | 23,365 | 46,730 | | $375,008 | | | RSU | 2/8/2023 | | | | | | | 29,089 | $408,700 | | Jennifer L. Peterson | STIP | | $139,068 | $278,135 | 556,270 | | | | | | | | PSU | 2/8/2023 | | | | 8,957 | 17,913 | 35,826 | | $287,504 | | | RSU | 2/8/2023 | | | | | | | 22,302 | $313,343 | | James S. Cook | STIP | | $126,750 | $253,500 | $507,000 | | | | | | | | PSU | 2/8/2023 | | | | 7,399 | 14,798 | 29,596 | | $237,508 | | | RSU | 2/8/2023 | | | | | | | 18,423 | $258,843 |

  51. VI. GRANTS OF PLAN-BASED AWARDS IN 2023

    (1) No option awards were granted in 2023. (2) These amounts represent potential payments under the 2023 STIP; the actual amounts received (if any) are shown in the Summary Compensation Table above. The threshold amount reflects the total of the threshold payment levels that represent 50% of the target amount. The maximum amount reflects the total amount of maximum payment levels that represent 200% of the target amount. (3) These amounts represent potential payouts (in shares) with respect to the PSUs granted as part of the 2023 LTIP. The threshold amount reflects the total of the threshold payout levels that represent 50% of the target amount. The maximum amount reflects the total maximum number of shares that could be earned under the award, which is 200% of the target amount. (4) This represents the number of restricted stock units granted as a part of the 2023 LTIP. The restricted stock units vest ratably over a three-year period, commencing on the first anniversary of the grant date. Reflects the grant date fair value of the awards granted in 2023 as computed under ASC Topic 718.

  52. VII. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    VII. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END The following table sets forth the stock options, restricted stock units, and performance share awards previously granted to the NEOs relating to our common stock that were outstanding at the end of 2023.

  53. VII. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | | OPTION AWARDS(1)(2) | | | | STOCK AWARDS(1)(3) | | | | | NAME | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) EXERCISABLE | OPTION EXERCISE PRICE $(5) | OPTION GRANT DATE | OPTION EXPIRATION DATE | NUMBER OF SHARES OF STOCK THAT HAVE NOT VESTED (#) | MARKET VALUE OF SHARES OF STOCK THAT HAVE NOT VESTED ($)(6) | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (#)(7)(8) | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED ($)(6) | | Aaron H. Ravenscroft | 24,753 | $17.40 | 3/28/2016 | 3/28/2026 | | | | | | | 20,205 | $25.68 | 2/22/2017 | 2/22/2027 | | | | | | | 17,760 | $32.98 | 2/20/2018 | 2/20/2028 | | | | | | | 22,247 | $18.40 | 2/27/2019 | 2/27/2029 | | | | | | | 39,063 | $12.37 | 2/26/2020 | 2/26/2030 | | | | | | | | | | | 238,059 | $3,973,205 | 549,420 | $9,169,815 | | Brian P. Regan | 4,172 | $18.40 | 2/27/2019 | 2/27/2029 | | | | | | | | | | | 49,364 | $823,882 | 103,249 | $1,723,223 | | Leslie L. Middleton | 10,025 | $17.40 | 3/28/2016 | 3/28/2026 | | | | | | | 4,490 | $25.68 | 2/22/2017 | 2/22/2027 | | | | | | | 4,809 | $32.98 | 2/20/2018 | 2/20/2028 | | | | | | | 6,953 | $18.40 | 2/27/2019 | 2/27/2029 | | | | | | | | | | | 47,797 | $797,726 | 117,285 | $1,957,482 | | Jennifer L. Peterson | 1,721 | $32.98 | 2/20/2018 | 2/20/2028 | | | | | | | 1,752 | $18.40 | 2/27/2019 | 2/27/2029 | | | | | | | | | | | 32,465 | $541,833 | 43,283 | $722,399 | | James S. Cook | 0 | $0.00 | | | | | | | | | | | | | 21,117 | $352,443 | 39,083 | $652,301 |

  54. VII. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    (1) The number of shares of common stock underlying option awards and stock awards has been adjusted, with respect to awards granted prior to November 17, 2017, to account for the 1-for-4 reverse stock split that was effected on November 17, 2017. (2) Consists of options to purchase common stock of the Company under the Company’s 2013 Omnibus Incentive Plan. (3) Consists of restricted stock units and performance shares granted under the 2013 Omnibus Incentive Plan. The exercise price equals the closing market price of our common stock on the date of grant. The grant dates and vesting dates for all restricted stock units that our NEOs held at December 31, 2023 are as follows:

  55. VII. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | NAME | GRANT DATE | VESTING DATE | NUMBER OF UNITS/AWARDS | | Aaron H. Ravenscroft | 2/24/2021 | 2/24/2024 | 24,597 | | | 2/18/2022 | 2/18/2024 | 33,039 | | | | 2/18/2025 | 33,039 | | | 2/8/2023 | 2/8/2024 | 49,128 | | | | 2/8/2025 | 49,128 | | | | 2/8/2026 | 49,128 | | Brian P. Regan | 2/24/2021 | 2/24/2024 | 2,903 | | | 2/18/2022 | 2/18/2024 | 5,777 | | | | 2/18/2025 | 5,778 | | | 2/8/2023 | 2/8/2024 | 11,635 | | | | 2/8/2025 | 11,636 | | | | 2/8/2026 | 11,636 | | Leslie L. Middleton | 2/24/2021 | 2/24/2024 | 7,379 | | | 2/18/2022 | 2/18/2024 | 5,664 | | | | 2/18/2025 | 5,664 | | | 2/8/2023 | 2/8/2024 | 9,696 | | | | 2/8/2025 | 9,696 | | | | 2/8/2026 | 9,697 | | Jennifer L. Peterson | 2/24/2021 | 2/24/2024 | 620 | | | 2/18/2022 | 2/18/2024 | 755 | | | | 2/18/2025 | 756 | | | 5/20/2022 | 5/20/2024 | 4,016 | | | | 5/20/2025 | 4,016 | | | 2/8/2023 | 2/8/2024 | 7,434 | | | | 2/8/2025 | 7,434 | | | | 2/8/2026 | 7,434 | | James S. Cook | 2/24/2021 | 2/24/2024 | 806 | | | 2/18/2022 | 2/18/2024 | 944 | | | | 2/18/2025 | 944 | | | 2/8/2023 | 2/8/2024 | 6,141 | | | | 2/8/2025 | 6,141 | | | | 2/8/2026 | 6,141 |

  56. VII. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    (6) The market value is calculated by multiplying the closing price of our common stock on December 31, 2023 ($16.69) by the number of unvested shares. (7) The last day of the performance period and vesting dates for all performance share units that our NEOs held at December 31, 2023 are as follows:

  57. VII. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | NAME | INCENTIVE PLAN UNDER WHICH PERFORMANCE SHARES GRANTS | DATE OF EXPIRATION OF PERFORMANCE PERIOD | VESTING DATE | NUMBER OF SHARES | | Aaron H. Ravenscroft | 2021 LTIP | 12/31/2023 | 2/24/2024 | 131,872 | | | 2022 LTIP | 12/31/2024 | 2/18/2025 | 180,786 | | | 2023 LTIP | 12/31/2025 | 2/8/2026 | 236,762 | | Brian P. Regan | 2021 LTIP | 12/31/2023 | 2/24/2024 | 15,561 | | | 2022 LTIP | 12/31/2024 | 2/18/2025 | 31,612 | | | 2023 LTIP | 12/31/2025 | 2/8/2026 | 56,076 | | Leslie L. Middleton | 2021 LTIP | 12/31/2023 | 2/24/2024 | 39,563 | | | 2022 LTIP | 12/31/2024 | 2/18/2025 | 30,992 | | | 2023 LTIP | 12/31/2025 | 2/8/2026 | 46,730 | | Jennifer L. Peterson | 2021 LTIP | 12/31/2023 | 2/24/2024 | 3,323 | | | 2022 LTIP | 12/31/2024 | 2/18/2025 | 4,134 | | | 2023 LTIP | 12/31/2025 | 2/8/2026 | 35,826 | | James S. Cook | 2021 LTIP | 12/31/2023 | 2/24/2024 | 4,321 | | | 2022 LTIP | 12/31/2024 | 2/18/2025 | 5,166 | | | 2023 LTIP | 12/31/2025 | 2/8/2026 | 29,596 |

  58. VII. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    (8) Performance share units granted in 2021; the performance period expired at the end of 2023 at 199.6% of target. Performance share units granted in 2022 and 2023, the performance periods expire at the end of 2025 and 2026, respectively. The performance trends for both grants are at target level or greater therefore the number of shares shown assumes maximum performance is achieved, pursuant to SEC requirements.

  59. VIII. OPTION EXERCISES AND STOCK VESTED IN FISCAL 2023

    VIII. OPTION EXERCISES AND STOCK VESTED IN FISCAL 2023 The following table presents, for each NEO, the stock awards vested during 2023.

  60. VIII. OPTION EXERCISES AND STOCK VESTED IN FISCAL 2023

    | | STOCK AWARDS | | | NAME | NUMBER OF SHARES ACQUIRED ON VESTING (#)(2) | VALUE REALIZED ON VESTING ($)(3) | | Aaron H. Ravenscroft | 79,991 | $1,388,406 | | Brian P. Regan | 12,843 | $222,097 | | Leslie L. Middleton | 19,980 | $351,822 | | Jennifer L. Peterson | 8,250 | $137,486 | | James S. Cook | 2,775 | $48,576 |

  61. VIII. OPTION EXERCISES AND STOCK VESTED IN FISCAL 2023

    (1) During 2023, no NEO exercised any options awards. (2) Represents one third of the 2020, 2021 and 2022 restricted stock unit awards. Represents the fair market value of the restricted stock units on their respective vesting dates. Fair market value is determined based on the closing price of the Company’s common stock on the applicable vesting date.

  62. IX. NON-QUALIFIED DEFERRED COMPENSATION

    IX. NON-QUALIFIED DEFERRED COMPENSATION The following table provides information on the Company’s Deferred Compensation Plan, a non-qualified plan, for 2023.

  63. IX. NON-QUALIFIED DEFERRED COMPENSATION

    | NAME | EXECUTIVE CONTRIBUTIONS IN LAST FY(1) | COMPANY CONTRIBUTIONS IN LAST FY(2) | AGGREGATE EARNINGS (LOSS) IN LAST FY | AGGREGATE BALANCE AT LAST FYE(3) | | Aaron H. Ravenscroft | $120,397 | $98,696 | $219,002 | $1,525,936 | | Brian P. Regan | $82,524 | $34,526 | $25,983 | $242,909 | | Leslie L. Middleton | $70,474 | $34,696 | $28,552 | $188,203 | | Jennifer L. Peterson | $0 | $0 | $0 | $0 | | James S. Cook | $21,005 | $14,209 | $1,955 | $22,960 |

  64. IX. NON-QUALIFIED DEFERRED COMPENSATION

    (1) Reflects elective deferrals of compensation earned or payable in 2023. These amounts are also included in the “Salary” and “Non-Equity Incentive Plan Compensation” columns in the Summary Compensation Table (as applicable). (2) The Company’s contributions for 2023 were contributed to individual accounts in 2024. These amounts are also included in the “All Other Compensation” column of the Summary Compensation Table and the “Company Contributions Under Deferred Compensation Plan” column of the All Other Compensation Table. (3) Of the amounts reported in the “Aggregate Balance at Last FYE” column, the following amounts were previously reported in “the Summary Compensation Table” for the years 2020-2022 as follows: Mr. Ravenscroft - $348,174; Mr. Regan - $39,701; Mr. Middleton - $47,295. Mr. Cook was not a NEO prior to 2023. On an annual basis, eligible participants in the Deferred Compensation Plan may elect to defer up to 40% of base salary and up to 100% of STIP awards. Credits to deferred compensation accounts may also include a Company contribution. For 2023, the Company contribution to the Deferred Compensation Plan consisted of a matching contribution on compensation above certain IRS limits under the 401(k) Retirement Plan and a discretionary contribution. The matching contribution was calculated at the same rate as under the 401(k) Retirement Plan, at 100% on the first 3% of compensation deferred and 50% on the next 2% of compensation deferred. The Company may elect to make additional contributions at its discretion on an annual basis. For 2023, the Company made a 2% discretionary contribution paid in 2024. Deferred amounts can be invested into a variety of accounts, which mirror the performance of several different mutual funds offered in the 401(k) Retirement Plan, as well as the Company Stock Fund (which includes only the Company’s common stock). Transfers between the Company Stock Fund and the other funds are not permitted. Participants are not required to direct any minimum amount of deferred compensation into the Company Stock Fund.

  65. X. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    X. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL As discussed above, the Company entered into individual Employment Agreements with Messrs. Ravenscroft and Middleton in February 2021, Mr. Regan in May 2022, Ms. Peterson in August 2022, and Mr. Cook in May 2023 (the "Employment Agreements"). The Employment Agreements provide for, among other things, severance payments following certain terminations of employment, both before and after a change of control. Employment Agreements. The Employment Agreements provide employment terms and severance benefits before and after a change of control. Specifically, the Employment Agreements provide titles for each executive officer and state that the executive officers will have the normal duties, responsibilities and authority of their respective positions, subject to expansion or limitation by the Board of Directors’ (or, in the case of executive officers other than the Chief Executive Officer, by the Chief Executive Officer). The Employment Agreements specify the base salaries and benefits that will be provided to each named executive officer during the term of the Employment Agreements, including eligibility for short- and long-term incentive compensation programs, the same other benefits that are made available to other employees in similar positions and reimbursement of reasonable business expenses. The titles and initial base salaries of the named executive officers as specified in the Employment Agreements are listed in the 2023 Executive Compensation section of this Proxy Statement. The base salaries are subject to adjustment from time to time as provided in the Employment Agreements. The Employment Agreements do not have a fixed term but rather will continue until the executive officer's employment is terminated by the Company or the executive officer. If the executive officer’s employment is terminated by the Company without “cause” (as defined in the Employment Agreement”) or by the executive officer for “good reason” (as defined in the Employment Agreement) prior to a “change of control” (as defined in the Employment Agreement), then, if the executive officer executes a separation agreement, the executive officer will be entitled to (1) severance in the amount of one times (two times, in the case of the Chief Executive Officer) the total of the executive officer’s base salary plus target annual bonus, (2) a pro rata portion of the executive officer’s annual bonus for the year of the termination, based on the Company’s actual performance, (3) Company-paid COBRA coverage for 12 months (24 months in the case of the Chief Executive Officer) and (4) outplacement benefits and assistance for 12 months (24 months in the case of the Chief Executive Officer) up to a cost of $25,000 ($50,000 in the case of the Chief Executive Officer). In addition, unless a more favorable result is provided under the Company’s equity incentive plan or an award agreement, (a) unvested stock options or stock appreciation rights will vest on a pro rata basis and be exercisable for up to 12 months, (b) unvested restricted stock or restricted stock units will vest on a pro rata basis and (c) unearned performance shares or performance share units will be pro-rated and remain eligible to be earned based on actual performance through the end of the performance period. The Employment Agreements define “cause” to include (1) the executive officer’s conviction of, or plea of guilty or nolo contendere to, certain crimes, (2) certain acts of fraud or dishonesty by the executive officer with respect to the Company or its affiliates, (3) the executive officer’s willful misconduct that the Company reasonably believes could be detrimental to the Company in a non-immaterial manner or reflect poorly on the Company, (4) the executive officer’s willful breach of certain sections in the Employment Agreement, (5) the executive officer’s failure to comply with certain Company policies or (6) the executive officer’s material breach of the Employment Agreement. The Employment Agreements define “good reason” to include (1) the executive officer’s primary work location being moved by more than 50 miles, (2) a material reduction or diminution in the executive officer’s principal duties and responsibilities, (3) certain adverse changes in the executive officer’s total target compensation or (4) the Company’s material breach of the Employment Agreement. The Employment Agreements define a “change of control” as the first to occur of (1) any person (subject to specified exceptions) becoming the beneficial owner of 30% or more of the combined voting power of the Company’s then outstanding securities, (2) the Company merging or consolidating with any other entity, subject to exceptions for mergers or consolidations that would not result in a change or more than 60% ownership or in any person acquiring more than 30% of the combined voting power of the Company’s then outstanding securities, (3) the Company or any subsidiary selling, assigning or otherwise transferring more than 50% of the Company’s assets, (4) the Company dissolving and liquidating substantially all of its assets or (5) a change in the majority of the Company’s Board of Directors (excluding changes resulting from new directors whose appointment or nomination was approved by a vote of at least two-thirds of the then-serving continuing directors). If the executive officer’s employment is terminated by the Company without cause or by the executive officer for good reason within the two-year period following a change of control, then, if the executive officer provides a separation agreement, the executive officer will be entitled to (1) severance in the amount of two times (three times, in the case of the Chief Executive Officer) the total of the executive officer’s base salary plus target annual bonus, (2) a pro rata portion of the executive officer’s annual bonus for the year of the termination, based on the Company’s actual performance, (3) health and medical insurance benefits for 24 months (36 months in the case of the Chief Executive Officer) and (4) outplacement benefits and assistance for 24 months (36 months, or such shorter period as may be required to comply with or be exempt from applicable tax regulations, in the case of the Chief Executive Officer), up to a cost of $25,000 ($50,000 in the case of the Chief Executive Officer). In addition, unless a more favorable result is provided under the Company’s equity incentive plan or an award agreement, (a) unvested stock options or stock appreciation rights will vest in full and be exercisable for up to 12 months, (b) unvested restricted stock or restricted stock units will vest in full and (c) unearned performance shares or performance share units will be deemed earned at the target level and fully vested. These change of control termination benefits would also apply if the executive officer’s employment were terminated by the Company without cause within the six months prior to a change of control and the executive officer can reasonably demonstrate that the termination was in connection with or in anticipation of the change of control. The Employment Agreements include customary confidentiality and restrictive covenant provisions, including non-solicitation, non-competition, non-interference and non-disparagement provisions.

  66. XI. CEO PAY RATIO

    XI. CEO PAY RATIO As required by Item 402(u) of Regulation S-K, the Company is providing the following information about the ratio of the median annual total compensation of its employees and the annual total compensation of Mr. Ravenscroft, the Company’s Chief Executive Officer. For the year ended December 31, 2023: The annual total compensation of our median employee was reasonably estimated to be $61,800; and • The annual total compensation of Mr. Ravenscroft was $6,698,208 Based on this information, the ratio of the annual total compensation of the Company’s Chief Executive Officer to the annual total compensation of its median employee is estimated to be 108 to 1. For 2023, the Company re-identified its median employee using a multi-step process. First, the Company examined the base salaries and wages of all individuals employed on December 31, 2023 (other than Mr. Ravenscroft), whether full-time, part-time, or on a seasonal basis to identify the median base salary of all employees. The Company annualized wages and salaries for all permanent employees who were hired after January 1, 2023, as permitted by SEC rules, and converted all employees’ salaries or wages into U.S. dollars based on the applicable foreign exchange rate on December 31, 2023. The Company then identified the median base salary. The Company selected an individual whom it believes to be representative of the employee population to serve as the Company’s median employee and calculated their total compensation according to the same rules used to calculate the total compensation of the Company’s named executive officers reported in the Summary Compensation Table, which did not include the value of widely available welfare benefits. To calculate the ratio, the Company divided Mr. Ravenscroft’s annual total compensation by the annual total compensation of its median employee. To calculate Mr. Ravenscroft’s annual total compensation, the Company used the amount reported in the “Total” column of its Summary Compensation Table for 2023.

  67. XII. PAY VERSUS PERFORMANCE

    XII. PAY VERSUS PERFORMANCE The following table sets forth information concerning the compensation of our NEOs for each of the fiscal years ended December 31, 2020, 2021, 2022, and 2023, and the Company's financial performance for each such fiscal year:

  68. XII. PAY VERSUS PERFORMANCE

    | YEAR | Summary Compensation Table Total for Current PEO ($) | Compensation Actually Paid for Current PEO ($)(1)(2) | Summary Compensation Table Total for Former PEO ($) | Compensation Actually Paid for Former PEO($) | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($)(1)(2) | Manitowoc TSR ($)(3) | Peer Group TSR ($)(3)(4) | Net Income ($ millions) | Adjusted EBITDA ($ millions)(5) | | 2023 | $6,698,208 | $11,757,329 | - | - | $1,725,028 | $2,346,458 | $95.37 | $128.14 | $39.2 | $175.3 | | 2022 | $5,576,471 | $2,520,833 | - | - | $1,147,526 | $218,946 | $52.34 | $109.59 | ($123.6) | $143.1 | | 2021 | $4,952,777 | $5,379,695 | - | - | $1,823,565 | $1,969,093 | $106.23 | $137.74 | $11.0 | $116.0 | | 2020 | $2,834,188 | $2,326,578 | $4,940,010 | $2,464,728 | $1,101,573 | $652,362 | $76.06 | $119.96 | ($19.1) | $83.1 |

  69. XII. PAY VERSUS PERFORMANCE

    (1) Compensation actually paid for fiscal years ended December 31, 2020, 2021 and 2022 has been restated from prior year. (2) Amounts represent compensation “actually paid” to the Company's Principal Executive Officer ("PEO"), former PEO and the average compensation actually paid to the Company's remaining NEOs for the relevant fiscal year, as determined under SEC rules (and described below), which includes the individuals indicated in the table below for each fiscal year:

  70. XII. PAY VERSUS PERFORMANCE

    | YEAR | CURRENT PEO | FORMER PEO | NON-PEO NEOS | | 2023 | Aaron H. Ravenscroft | | Brian P. Regan; Leslie L. Middleton; Jennifer L. Peterson; James Cook. | | 2022 | Aaron H. Ravenscroft | | Antoniuk, David J; Doerr Jr., Thomas L; Middleton, Leslie L; Collins, Terrance L | | 2021 | Aaron H. Ravenscroft | | Antoniuk, David J; Doerr Jr., Thomas L; Middleton, Leslie L; Collins, Terrance L | | 2020 | Aaron H. Ravenscroft | Barry L Pennypacker | Antoniuk, David J; Doerr Jr., Thomas L; Middleton, Leslie L; Collins, Terrance L; Peter Ruck |

  71. XII. PAY VERSUS PERFORMANCE

    (3) The TSR results are based on the value of initial fixed $100 investment. (4) For the relevant fiscal year, represents the cumulative Total Shareholder Return (the “Peer Group TSR”) of the Russell 2000 index. Adjusted EBITDA is defined for purposes of this table as net income (loss) before interest, income taxes, depreciation, and amortization plus the addback or subtraction of certain restructuring, other income (expense) – net, and certain other non-recurring items – net. While the Company uses a number of financial performance measures for the purpose of evaluating performance for its compensation programs, the Company has determined that Adjusted EBITDA is the financial performance measure that, represents the most important performance measure (that is not otherwise required to be disclosed in the table) that the Company uses to link compensation actually paid to its NEOs, for the most recently completed fiscal year, to the Company's performance. Compensation actually paid to the Company's NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, adjusted as follows:

  72. XII. PAY VERSUS PERFORMANCE

    | | 2020 | | | 2021 | | 2022 | | 2023 | | | Adjustments | Current PEO | Former PEO | Average non-PEO NEOs | PEO | Average non-PEO NEOs | PEO | Average non-PEO NEOs | PEO | Average non-PEO NEOs | | Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY | ($1,021,131) | ($3,063,350) | ($543,003) | ($2,500,009) | ($841,093) | ($3,484,556) | ($480,034) | ($3,970,760) | ($705,340) | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End | $1,092,964 | $3,278,889 | $492,992 | $2,751,917 | $925,844 | $1,750,374 | $115,010 | $4,755,247 | $844,691 | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | | Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End | ($449,314) | ($1,594,649) | ($222,916) | $96,145 | $63,699 | ($1,198,938) | ($259,049) | $3,718,383 | $413,650 | | Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date | ($130,130) | $1,219,029 | ($132,680) | $78,865 | ($2,922) | ($122,518) | ($100,197) | $556,251 | $68,429 | | Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End | $0 | ($2,315,201) | ($43,604) | $0 | $0 | $0 | ($204,310) | $0 | $0 | | TOTAL ADJUSTMENTS | ($507,610) | ($2,475,282) | ($449,211) | $426,918 | $145,528 | ($3,055,637) | ($928,580) | $5,059,121 | $621,430 |

  73. XII. PAY VERSUS PERFORMANCE

    The Company did not report a change in Pension Value and Nonqualified Deferred Compensation Earnings for any of the years reflected in the table; therefore, a deduction from the Summary Compensation Table total related to this is not needed.

  74. Pay Versus Performance Tabular List

    Pay Versus Performance Tabular List The following performance measures represent the most important financial performance measures used by the Company to link compensation actually paid to its NEOs for 2023: Adjusted EBITDA • Net Working Capital as a percentage of sales Non-New Machine Sales