DEF 14A of Helios Technologies, Inc., Apr 23, 2025

DEF 14A of Helios Technologies, Inc.

Filed Apr 23, 2025 · FY20240000950170-25-057355

Open on EDGAR

  1. TABLE OF CONTENTS

    | | Page | | Compensation Committee Report | 53 | | Summary Compensation Table | 54 | | Grants of Plan-Based Awards | 56 | | Outstanding Equity Awards at Fiscal Year-End | 57 | | Option Exercises and Stock Vested | 58 | | Pension Benefits | 58 | | Nonqualified Deferred Compensation | 58 | | Potential Payments Upon Termination or Change of Control | 58 | | CEO to Median Employee Pay Ratio | 59 | | Pay vs. Performance Disclosure | 60 | | Director Compensation | 63 | | Equity Compensation Plan Information | 64 | | Proposal 2 — Ratification of the Appointment of Independent Registered Public Accounting Firm | 65 | | Proposal 3 — Advisory Vote to Approve Named Executive Officer Compensation | 66 | | Other Business | 67 | | Requirements, Including Deadlines, for Submission of Proxy Proposals and Nomination of Directors by Shareholders for the 2026 Proxy Statement and Presentation at the 2026 Annual Meeting | 68 | | APPENDIX A | 69 |

  2. Directors and Executive Officers

    Directors and Executive Officers The following tables set forth the names and ages of the Company’s current and proposed directors and current Executive Officers and the positions they hold with the Company. Executive Officers serve at the pleasure of the Board.

  3. Directors and Executive Officers

    | Name/Age/Independence/Tenure | | | Committee Membership (C: Chair) | | | | | | | Biographies | Audit | Comp. | Nom. | ESG | | | Laura Dempsey Brown, 61 Independent Director and Chair of the Board Chair Since: March 2025 Director Since: April 2020 | Previously the Senior Vice President, Communications and Investor Relations for W.W. Grainger, Inc. (NYSE: GWW), a leading broad line supplier of maintenance, repair and operating products, reporting directly to Grainger’s CEO and Chairman, until her retirement in 2018 after 19 years, including serving as Vice President of Marketing, as well as leading the strategy development and operational execution of Grainger’s multi-year market expansion initiative focused on the top 25 U.S. metro markets. Ms. Dempsey Brown also served as the Vice President of Finance for Grainger’s field sales, operations, marketing and e-business functions. Prior to joining Grainger, Ms. Dempsey Brown was a Vice President at Alliant Foodservice and at Dietary Products at Baxter. She began her career at Baxter in 1985 focusing primarily on financial roles in the distribution and manufacturing businesses. Ms. Dempsey Brown has over 18 years in finance or accounting leadership roles and has extensive knowledge in strategy, M&A, corporate governance, crisis management and general overall business acumen. Ms. Dempsey Brown holds a Bachelor’s degree in accounting from Indiana University and obtained designation as a Certified Public Accountant in 1985. | ● | | | ● | | | Sean Bagan, 49 President, Chief Executive Officer, Chief Financial Officer and Proposed Director Non-Independent Director Director Since: June 2025 | President and Chief Executive Officer of the Company since January 6, 2025 and Chief Financial Officer since August 9, 2023. Mr. Bagan joined Helios after spending 23 years at Polaris Inc., a global leader in powersports and off-road innovation. With extensive financial management leadership experience, Mr. Bagan has more than 20 years of international business, strategic financial operations, and leadership experience. His responsibilities scaled with Polaris over the decades in operational finance, international sales, product segments, acquisitions and corporate finance and treasury. In addition to financial management positions, his roles included general management and operational oversight for U.S. and global businesses. He earned his B.A. double major in Accounting and Management from St. John’s University in Minnesota and began his career with Arthur Andersen, LLP. Mr. Bagan also holds a General Management Certificate from Cambridge University’s Judge Business School in England, along with a Certified Public Accountant (Inactive) Certificate from the state of Minnesota. | | | | |

  4. Directors and Executive Officers

    | | | | | 6 | 2024 Proxy Statement | |

  5. Directors and Executive Officers

    | Name/Age/Independence/Tenure | | | Committee Membership (C: Chair) | | | | | | | Biographies | Audit | Comp. | Nom. | ESG | | | Douglas M. Britt, 60 Independent Director Director Since: December 2016 | President and Chief Executive Officer of Boyd Corporation, a multinational leader in engineered materials and thermal management solutions, with a workforce of over 6,000 employees, since May 2020. Previously, he served as President of the Integrated Solutions division of Flex Agility (NASDAQ: FLEX), a leading sketch-to-scale solutions company that provides innovative design, engineering, manufacturing, real-time supply chain insight, and logistics services to companies of all sizes in various industries and end-markets. Responsible for a $19B business within Flex Agility, which operates in over 30 countries with a workforce of over 200,000 employees. From May 2009 to November 2012, Mr. Britt served as Corporate Vice President and Managing Director of Americas for Future Electronics, and from November 2007 to May 2009, was Senior Vice President of Worldwide Sales, Marketing, and Operations for Silicon Graphics. From January 2000 to October 2007, Mr. Britt held positions of increasing responsibility at Solectron Corporation, culminating his career there as Executive Vice President, and responsible for Solectron’s customer business segments including sales, marketing and account and program management functions. As an executive at multinational companies, Mr. Britt has extensive global mergers and acquisition experience, global manufacturing and supply chain expertise and a deep understanding of customer relationships and leading a global business. Mr. Britt holds a Bachelor’s degree in business administration from California State University, Chico, and attended executive education programs throughout Europe, including the University of London. | C | | ● | | | | Cariappa (Cary) M. Chenanda, 57 Independent Director Director Since: April 2020 | Cary Chenanda currently serves as the Executive Vice President and President of Novelis and leads all aspects of the company’s business in North America. Novelis is a subsidiary of Hindalco (Bombay Stock Exchange: HINDALCO.BO), headquartered in Atlanta, Georgia, and is a global leader in the production of innovative, sustainable flat rolled aluminum products and solutions and is the world's largest recycler of aluminum. Novelis, North America operates 15 aluminum products facilities and had revenues of US$6.7 billion in fiscal year 2024 serving the beverage packaging, automotive and specialties markets. Prior to joining Novelis in April 2024, Cary was a Vice President and an Officer of Cummins Inc. (NYSE: CMI), where he had worked for 26 years. He most recently held the position of Vice president & General Manager of Cummins Emissions Solutions, a $4 billion global business with 4,500 employees, 12 manufacturing plants, seven technical centers, and two joint ventures worldwide. In 2012, Cary established and led Cummins Electronics and in 2017, he oversaw the unification of Cummins Electronics and Cummins Fuel System Businesses into one combined business. Between 1998 and 2012, Mr. Chenanda had roles with increasing responsibility in engineering, marketing, purchasing and general management of a joint venture with Scania. Mr. Chenanda has also worked for Ecolab and Robert Bosch GmbH. He is a Certified Purchasing Manager, a certified Six Sigma Green Belt and holds 7 United States patents. Mr. Chenanda holds an MBA from Indiana University’s Kelly School of Business, an MS in Mechanical Engineering from Texas A&M University and a bachelor’s in mechanical engineering from the University of Mysore, India. Mr. Chenanda also currently serves on the Industry Advisory Council for Texas A&M’s Mechanical Engineering. | | ● | | C |

  6. Directors and Executive Officers

    | | 2025 Proxy Statement | 7 |

  7. Directors and Executive Officers

    | Name/Age/Independence/Tenure | | | Committee Membership (C: Chair) | | | | | | | Biographies | Audit | Comp. | Nom. | ESG | | | Diana Sacchi, 65 Independent Director Director Since: June 2022 | Chief Human Resources Officer ("CHRO") at Grameen America, a non-profit micro-finance organization dedicated to lending to women to enable financial mobility. Prior to returning to Grameen America in November 2020, served as EVP & CHRO at Welbilt, (NYSE: WBT), a global manufacturer of commercial foodservice equipment. From June 2014 to January 2016, served as Vice President HR for North America at LG Electronics USA and CHRO at Grameen America, where she built the foundation of the HR function. Ms. Sacchi brings more than 25+ years of global Human Resources expertise in addition to HR advisory and consulting expertise and leadership coaching. Her career includes roles of progressive HR leadership at Avon Products, Bristol Myers Squibb and the United Nations Development Program. As CHRO for several companies, Ms. Sacchi has advised CEOs, transformed global HR organizations, participated in acquisition and integration activities, and redesigned compensation programs. A leader with exceptional global experience, she has improved the effectiveness of a wide range of organizations, from multi- billion-dollar corporations to nonprofits serving a variety of sectors including manufacturing, cosmetics, electronics, pharmaceuticals, micro-finance and education. Ms. Sacchi holds a B.A. in Psychology from Texas Woman’s University and M.Ed. & M.A. in Psychological Counseling & Organizational Psychology from Columbia University. She is fluent in English, Spanish, and Italian. | ● | C | ● | | | | Alexander Schuetz, 58 Independent Director Director Since: June 2014 | CEO of Knauf Engineering GmbH, an engineering company in the gypsum based construction materials industry, responsible for a portfolio of multinational projects with a total volume of $500 million. Prior to joining Knauf in February 2009, Dr. Schuetz held various management positions in Finance, Business Development, Mergers & Acquisitions, Project Management and General Management in the fluid power industry at Mannesmann and Bosch Rexroth, including as CEO of Rexroth Mexico and Central America from August 2000 to August 2007. From 1998 to 2000, based in Beijing, China, he was responsible for the Finance, Tax and Legal division at Mannesmann (China) Ltd., the holding company for a number of affiliated companies of the Mannesmann Group, including Rexroth, Demag, Sachs and VDO. In 2003, Dr. Schuetz completed the Robert Bosch North America International General Management Program at Carnegie Mellon University. Dr. Schuetz brings a wealth of experience in major growth regions of the world, including Asia and Latin America and global insights into markets and customers to the Company, including the hydraulics industry. Dr. Schuetz holds a Ph.D. in international commercial law from the University of Muenster, Germany. | | ● | C | ● |

  8. Directors and Executive Officers

    | 8 | 2025 Proxy Statement | |

  9. Directors and Executive Officers

    | | Name/Age/Tenure | Biographies | | | Sean Bagan, 49 President, Chief Executive Officer, Chief Financial Officer and Proposed Director Executive Officer Since: August 2023 | Mr. Bagan's biography is provided above in Director's Biographies. | | | Billy Aldridge, 53 Senior Vice President, Managing Director, Electronics Executive Officer Since: April 2025 | Senior Vice President, Managing Director of Electronics since April 2025. Previously served as the Senior Vice President, Managing Director of Enovation Controls since May 3, 2021. He joined FW Murphy, a division of Enovation Controls, in 2008 as the OEM Sales Manager where he grew the marine market prior to stepping into a director position in 2015 and then in 2018 moving to the Vice President of Business Development. Mr. Aldridge joined MerCruiser/Mercury, part of the Brunswick Corporation in 2000, where he earned his Lean Six Sigma and worked in many different functional areas including Supply Chain, Program Management & OEM Sales. He has a bachelor’s degree in Sociology from Oklahoma State University. | | | Matteo Arduini, 52 President Hydraulics, EMEA Executive Officer Since: June 2019 | President of Hydraulics, EMEA, previously President, QRC since June 18, 2019. Previously served as General Manager as well as Chief Financial Officer at Faster. From September 2012 to April 2018, Mr. Arduini was with Brevini /Dana Incorporated (NYSE: DAN). He served as the CFO of the Brevini Group and the project leader in Dana’s acquisition of Brevini Group as well as Head of Finance in Dana Brevini Italy. With previous professional experience with Ernst & Young, Ferrari Cars and Technogym, Mr. Arduini graduated from the University of Parma in 1998 with a degree in Economics. | | | Marc Greenberg, 48 General Counsel and Secretary Executive Officer Since: January 2022 | General Counsel & Secretary since January 4, 2022, having served as Associate General Counsel since January 2021 when he joined the Company. Previously General Counsel to Diversified Maintenance Systems, LLC, a national facilities maintenance services company, from January 2019 to January 2021. Served as Associate General Counsel at Welbilt Corporation (NYSE: WBT), a global manufacturer of commercial foodservice equipment, from 2016-2019. Prior to his corporate experience, Mr. Greenberg was a litigation attorney in the New York/New Jersey area for over seven years. He began his career in New York, New York as a Commercial Real Estate Agent for Newmark Group, Inc. in 1998 before working as a Corporate Specialist for Computershare Trust Company in November 2001. In addition to over 16 years of legal experience, Mr. Greenberg holds a Bachelor’s degree in Economics from Muhlenberg College in Allentown, Pennsylvania, as well as a Juris Doctorate degree from Nova Southeastern in Davie, Florida, and an MBA from Louisiana State University. | | | Rick Martich, 54 President Hydraulics, Americas Executive Officer Since: March 2023 | President of Hydraulics, Americas since March 30, 2023. Previously served as Interim President as well as Co-General Manager of the CVT business through a previous transition. Mr. Martich joined Enovation Controls in 2006 and progressed from managing customer service and quality, through leading global manufacturing, to operations and international sales. Mr. Martich was promoted to Senior Vice President, Global Manufacturing Operations in November 2020. He has over 25-years of leadership experience in engineering, manufacturing, finance and sales. Mr. Martich began his career in 1994 as a process/project engineer with PPG Industries. He went on to The Boeing Company where he led Lean Manufacturing activities on the 777 Floor Beam value stream and implemented Toyota Production System concepts & tools. He then spent time with Level 3 Communications where he progressed through a variety of roles across finance, engineering, and field services. A Six-Sigma Black Belt, as well as Gemba & Distribution Kaizen Coach, he holds a Bachelor of Mechanical Engineering degree from Georgia Tech and an MBA from The University of Tulsa with a focus in finance. |

  10. Directors and Executive Officers

    | | 2025 Proxy Statement | 9 |

  11. Executive Summary

    As a result of our performance from 2022 through 2024, performance-based restricted stock units granted to our Named Executive Officers pursuant to our 2022 long-term incentive (“LTI”) program were earned at the Hydraulics Segment at 31% of target. There was no earnout at the corporate or Electronics Segment. Our LTI program, which includes performance-based incentive metrics, is aligned with our revised long term financial targets. The 2024 LTI performance-based awards will be measured over a three-year period (2024-2026) and are tied to the financial metrics set for Helios and the segments as described below.

  12. Management Transition

    Management Transition Departure of President & Chief Executive Officer Josef Matosevic was placed on paid leave on July 1, 2024 as a result of allegations of a potential violation of the Company’s Code of Business Conduct and Ethics. After an independent investigation was conducted by an outside law firm, he was terminated for cause as President, Chief Executive Officer and Director on July 29, 2024. As a result there was no severance, bonus or equity paid. The Company appointed Sean Bagan, Chief Financial Officer, to additionally serve as Interim President and Chief Executive Officer from July 8, 2024 until a new CEO was appointed ("Transition Period"). The Company appointed Philippe Lemaitre to the newly established position of Executive Chairman during the Transition Period. Mr. Bagan and Mr. Lemaitre's interim roles ceased on January 6, 2025 when Mr. Bagan was promoted to the role of President and Chief Executive Officer and Chief Financial Officer and was nominated to the Board of Directors for election at the June 2025 Annual Meeting. Mr. Bagan continues to serve as Chief Financial Officer while the Company conducts a search process to identify a permanent Chief Financial Officer. Departure of President of Electronics Lee Wichlacz was separated from the Company effective March 31, 2025. Pursuant to the Severance Agreement in place with Mr. Wichlacz, he is entitled to receive continuation of his annual base salary for twelve months, a payment equal to the value of his 2025 STI compensation target, and continuing health and welfare benefits, at Company expense, for the executive and his or her family for a period of twelve months. Mr. Wichlacz signed a general release with the Company which requires compliance with the restrictive covenants set forth in the release with the Company for a period of twelve months following his termination.

  13. Policies and Practices Related to the Grant of Certain Equity Awards

    Policies and Practices Related to the Grant of Certain Equity Awards Our Compensation Committee approves equity awards granted to our named executive officers on or before the grant date. The Compensation Committee does not take material nonpublic information into account when determining the timing and terms of such awards. We have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. In 2024, we did not award any stock options to our named executive officers during any period beginning four business days before the filing of a periodic report on Form 10-Q or Form 10-K or the filing or furnishing of a current report on Form 8-K disclosing material non-public information and ending one business day after the filing or furnishing of such report with the SEC.

  14. Components of Executive Compensation

    | 2024 Compensation Elements | | | | | Pay Element | Purpose | Timeframe | Key Features | | Base Salary | Attract and retain executive talent and compensate for performing day-to-day responsibilities | Annual | Fixed cash compensation reviewed annually based on market data, company performance, and executive’s experience and past and potential contributions to the Company | | Short-term incentive (STI) | Reward performance against principal short-term financial drivers only if Company achieves performance targets or objectives | Annual | Metrics are based on corporate or segment performance as applicable: • Adjusted EBITDA Margin (40%) • Revenue (30%) (40% for segment executives) • Adjusted Free Cash Flow Margin (20%) • Personal Goals (10% for corporate) | | Performance-based restricted stock units (50% of LTI grant) | Motivate executives to achieve multi-year corporate financial objectives consistent with the Company’s long-term strategy | Vest after 3 years based on performance achievement | Metrics are based on corporate or segment performance as applicable: • Adjusted EBITDA Margin (50%) • Adjusted EPS (50%) (Adjusted Operating Income 50% for segment executives) | | Time-vested restricted stock units (50% of LTI grant) | Attract and retain executives and motivate support for our long-term strategy | Vest annually pro rata over 3 years | Ultimate value impacted by Company stock price |

  15. Compensation Policies and Practices

    | What we do | What we don’t do | | ✓ Link executive pay to company performance through our annual and LTI awards | × No single-trigger change-in-control provisions for LTI awards | | ✓ Balance between STI vs. LTI awards, cash vs. equity, and fixed vs. variable pay | × No hedging or pledging by executives or directors of equity holdings | | ✓ Compare executive compensation and Company performance to relevant peer group companies | × No repricing of underwater stock options | | ✓ Require executives and members of the Board to meet minimum stock ownership requirements | × No tax gross-ups | | ✓ Maintain a compensation clawback policy to recapture certain incentive-based pay | × No aspect of our pay policies or practices pose material adverse risk to the Company | | ✓ Provide only limited perquisites | |

  16. Compensation Policies and Practices

    Our compensation program is overseen by the Compensation Committee, comprised of independent directors, which operates under a charter that was approved by the Board on November 1, 2021, after the Company moved to the New York Stock Exchange. The Compensation Committee reviews the compensation of each individual executive officer annually. The Compensation Committee also makes equity awards under compensation plans approved by the Board and, where required, by the shareholders, to the Chief Executive Officer and to other key management employees on the recommendation of the Chief Executive Officer. Compensation Program & Peer Group Reviews While the Compensation Committee does consider comparative compensation information to gain a general understanding of current compensation practices in the market, it does not benchmark or ultimately target a specific percentile or data point in assessing competitiveness for our compensation programs. Individual opportunities vary based on length of time with the Company, individual performance and level of leadership responsibility within the Company, and other factors. The Company’s compensation program generally seeks to align executive pay with the executive and Company performance and business objectives in order to retain key talent and reward high-performing executives to maintain a strong management team. The Compensation Committee engages independent compensation consultant, Mercer, to review our compensation philosophy and the competitiveness of the NEOs compensation levels. To assist the Compensation Committee in reviewing and setting executive compensation for 2024, the Compensation Committee engaged Mercer to review the executive compensation program in place for Company NEOs. Mercer's executive compensation review included a full competitive assessment of each executive's compensation elements including: base salary, STI, target total cash compensation, LTI and target total direct compensation. To conduct the review, Mercer examined an array of market data sources including total compensation data from peer group published proxy statements, as well as published compensation survey data from multiple sources. Data from these sources was then individually matched to each NEO based on title, job, functional responsibility and revenue scope where possible. Mercer then proposed a 2024 Peer Group which would remove five companies from the list. The Compensation Committee reviewed information on Revenues, Income, and executive compensation for other United States public manufacturing companies and selected businesses of similar size and scope. The Compensation Committee also considered information on compensation practices, including employee benefits, from manufacturing companies in other countries in which we operate to help ensure we maintain competitiveness in the markets in which our executive officers reside.

  17. Compensation Policies and Practices

    | 2024 Peer Group Companies | | | Albany International Corp. | NV5 Global, Inc. | | Badger Meter, Inc. | Protolabs, Inc. | | Barnes Group, Inc. | RBC Bearings Incorporated | | Chart Industries, Inc. | Tennant Company | | CIRCOR International, Inc. | The Gorman-Rupp Company | | Dorman Products, Inc. | Trimas Corp. | | Douglas Dynamics, Inc. | Watts Water Technologies, Inc. | | Enpro Industries, Inc. | | | ESCO Technologies Inc. | | | Franklin Electric Co., Inc. | | | Kadant, Inc. | | | Lindsay Corp. | | | Mueller Water Products, Inc. | |

  18. Compensation Policies and Practices

    The 2024 peer group includes primarily companies in the industrial machinery industry similar in size to the Company based on revenue and market capitalization, and with which the Company competes for talent. At the time 2024 compensation levels were set, the Company’s percentile rank for revenue and market capitalization compared to the 2024 peer group were as follows:

  19. Compensation Policies and Practices

    | 2024 Peer Group | | | | Percentile Rank | Revenue (in millions) 1 | Market Capitalization (in millions) 1 | | 25th Percentile | $755 | $1,125 | | Median | $985 | $2,182 | | 75th Percentile | $1,430 | $3,736 | | Helios Technologies 2 | $925 | $2,026 | | Helios Technologies Percentile Rank | 48% | 45% |

  20. Compensation Policies and Practices

    | 2024 Peer Group Deletions | | Altra Industrial Motion Corp. | | John Bean Technologies, Inc. | | Regal Rexnord Corporation | | SPX Flow, Inc. | | Woodward, Inc. |

  21. Compensation Policies and Practices

    The Compensation Committee determines executive compensation with the following elements: base salary, STI, LTI, and benefits. For 2024, the Compensation Committee of the Board confirmed the weightings of the pay elements which align directly with Company performance by affirming the allocation of long-term compensation for the NEOs at 50% time-based restricted stock units and 50% performance-based restricted stock units. Base Salary Our approach to compensating executive officers is to pay salaries generally competitive with salaries paid to executives of other manufacturing companies, particularly in our geographic areas. In addition, the Compensation Committee believes that the Company's overall financial performance should influence the general level of salary increases and reviews salaries annually. Any base salary increases are ultimately determined and approved by the Compensation Committee. Based on the foregoing factors, salary for 2024 for the NEOs, are set forth in the following table:

  22. Compensation Policies and Practices

    | Named Executive Officer | 2024 STI Target (as a Percentage of Base Salary) | 2024 STI Target (Expressed in Dollars) | | Sean Bagan | 65% | $286,000 | | Marc Greenberg | 60% | $240,000 | | Matteo Arduini | 60% | $227,308 | | Lee Wichlacz | 60% | $180,000 | | Josef Matosevic | 100% | $975,000 |

  23. Compensation Policies and Practices

    Annual cash incentive awards for the NEOs in 2024 were contingent on the attainment of corporate and segment performance metrics established by management and approved by the Compensation Committee. Metrics and goals were set using the anticipated 2024 budget of the Company to determine target and maximum payments. STI increases were determined by the Compensation Committee after engagement with Mercer to review peer group compensation and survey data to bring compensation closer to the market median. Corporate Executives. For 2024, the Compensation Committee set annual incentive cash targets for corporate-level NEOs (Josef Matosevic, Sean Bagan and Marc Greenberg) and approved a 79% payout based on achievement against the following performance goals:

  24. Compensation Policies and Practices

    | | Threshold | Target | Maximum | Result | Payout Percentage | | Measure and Weighting | (0% payout) | (100% payout) | (200% payout) | | | | Adjusted EBITDA Margin (40%) | 18.8% | 19.2% | 21.0% | 19.2% | 100% | | Revenue Growth (30%) | 1.0% | 5.0% | 10.0% | -3.6% | 0% | | Adjusted Free Cash Flow Margin (20%) | 8.5% | 10.5% | 14.0% | 11.8% | 143% | | Personal Goal (10%) | | | | | 100% | | Overall Payout Percentage | | | | 79% | |

  25. Compensation Policies and Practices

    | Hydraulics Segment (Matteo Arduini) | Threshold | Target | Maximum | Result | Payout Percentage | | Measure and Weighting | (0% payout) | (100% payout) | (200% payout) | | | | Segment Adjusted EBITDA Margin (40%) | 24.6% | 25.0% | 28.0% | 23.7% | 0% | | Revenue Growth (40%) | 1.0% | 5.0% | 10.0% | -5.1% | 0% | | Adjusted Free Cash Flow Margin (20%) | 13.1% | 15.1% | 18.6% | 15.5% | 113% | | Overall Payout Percentage | | | | 23% | |

  26. Compensation Policies and Practices

    | Electronics Segment (Lee Wichlacz) | Threshold | Target | Maximum | Result | Payout Percentage | | Measure and Weighting | (0% payout) | (100% payout) | (200% payout) | | | | Segment Adjusted EBITDA Margin (40%) | 16.7% | 19.2% | 21.7% | 19.5% | 115% | | Revenue Growth (40%) | 1.0% | 5.0% | 10.0% | -1.4% | 0% | | Adjusted Free Cash Flow Margin (20%) | 17.8% | 19.8% | 23.6% | 20.2% | 113% | | Overall Payout Percentage | | | | 69% | |

  27. Compensation Policies and Practices

    | Named Executive Officer | Target as a % of Base Salary | Target | Maximum | % Payout | Actual Payout | | Sean Bagan | 65% | 100% | 200% | 79% | $225,940 | | Marc Greenberg | 60% | 100% | 200% | 79% | $189,600 | | Matteo Arduini (1) | 60% | 100% | 200% | 23% | $52,281 | | Lee Wichlacz | 60% | 100% | 200% | 69% | $124,200 | | Josef Matosevic (2) | 100% | 100% | 200% | - | - |

  28. Compensation Policies and Practices

    (1) Cash amounts for Mr. Arduini are paid in Euros, and for 2024 such amounts have been converted into U.S. dollars based on an average conversion rate of €1 to $1.08242 during 2024. (2) Award payout was forfeited with departure, as further described below. Long-Term Incentives We use equity awards as LTI awards for executive officers and other key managers. In January 2024, the Compensation Committee granted our NEOs performance-based restricted stock units (weighted 50%) and time-based restricted stock units (weighted 50%). Performance-based restricted stock units generally vest in full after three years based on meeting certain performance goals, and time-vested restricted stock units generally vest annually pro rata over three years. The purpose of the LTI awards is to attract, retain, and motivate executives, consistent with the Company’s long-term strategy, and to align the interests of executives with those of shareholders by giving them a personal interest in the value of the Company’s common stock over the long term.

  29. Compensation Policies and Practices

    All time-based and performance-based restricted stock units are settled in Company common stock. In setting LTI award levels as a percentage of base salary, the Compensation Committee considered the results of Mercer’s competitive market analysis in an effort to better align executives’ award levels with the median of peer company award levels. For 2024, our NEOs were awarded the following time-based restricted stock units and performance-based restricted stock units:

  30. Compensation Policies and Practices

    | Named Executive Officer | Target as a % of Base Salary | Number of Time-based Restricted Stock Units Awarded | Number of Performance-based Restricted Stock Units Awarded | | Sean Bagan | 140% | 7,218 | 7,219 | | Marc Greenberg | 110% | 5,156 | 5,156 | | Matteo Arduini | 110% | 4,834 | 4,834 | | Lee Wichlacz | 80% | 2,812 | 2,813 | | Josef Matosevic (1) | 475% | 55,660 | 55,660 |

  31. Compensation Policies and Practices

    (1) Mr. Matosevic was terminated for cause from the Company on July 29, 2024. He forfeited these awards as a result of the separation. Performance-Based Restricted Stock Units. The performance-based restricted stock units generally vest after three years based on performance against threshold, target and maximum goals with respect to certain metrics over a three-year performance period. Payout for each metric may be from 0% to 200% of the performance-based restricted stock units allocated to that metric. For 2024, the measures for corporate executives were Adjusted EBITDA Margin (50%) and Adjusted EPS (50%). Adjusted EBITDA Margin and Adjusted EPS are driven by Revenue Growth, partially offset by items such as freight, seasonality, foreign currency exchange, one-time operational items, and the impact of acquisitions. Helios believes Adjusted EBITDA Margin and Adjusted EPS, which are non-GAAP measures, are good measures of the Company’s operating performance. For Matteo Arduini and Lee Wichlacz, who are employed by a segment, LTI measures are tied to Adjusted EBITDA Margin and Adjusted Operating Income. For purposes of these awards, Adjusted EBITDA Margin is calculated in substantially the same manner as under the STI program (as described above). Adjusted EPS is calculated as net income adjusted for amortization and certain other charges divided by diluted weighted average common shares outstanding. Time-Based Restricted Stock Units. The time-based restricted stock unit generally vest annually pro rata over three years. The Committee determined this form of long- term compensation, tied to value creation for the Company, aligns the interests of officers with those of shareholders. The objectives of the time-based restricted stock unit awards are to reward officers for long-term service, encourage retention, and promote equity ownership in the Company. 2025 Compensation Program Update To align pay with performance and to offer market-based compensation to attract and retain top talent, the Compensation Committee engaged Mercer to perform a comprehensive review of our compensation program in 2024. The result of the review were recommendations for changes to our 2025 compensation plans intended to more closely tie each executive's pay with the Company’s financial and operational results relative to performance objectives, while also targeting to incentive driving improved shareholder returns. The Compensation Committee modified the metrics and weightings in the short-term and long-term incentive plans, including a Total Shareholder Return metric to align Company goals with shareholder interest. To align, balance, and simplify, a new STI distribution of weighting across the metrics was implemented such that Revenue Growth, Adjusted EBITDA and Adjusted Free Cash Flow will equally be weighted at 30% each. A Personal Goal metric of 10% will be in effect for all executive officers. While all LTI compensation for our NEOs continues to be awarded in the form of equity, the Company adjusted the performance metrics to better align with shareholder interests. The LTI award is split 50% time-based RSUs vesting ratably over three years and 50% performance-based stock options vesting in year three. Performance-based stock options are a significant, at-risk component of our NEOs compensation tied to Helios’ long-term financial performance. The performance-based portion of the LTI award have three metrics that will ultimately determine the vested amount of stock options, if any, with a potential vesting between 0% and 225% of the target number of performance-based stock options. Revenue and Adjusted EPS for the applicable performance period, defined as three-year cumulative results from fiscal years 2025 through 2027, will be equally weighted at 50% tied to long-term Company growth targets. The third metric being introduced is a relative Total Shareholder Return (“rTSR”) Modifier that will either increase or decrease the achieved amount of stock options vesting by up to +/-25%, based on the Company’s share price performance compared to the Russell 2000 Index comparative returns over the three-year performance period. For purposes of measuring the Company’s Total Shareholder Return, it will be based on the change in the Company’s stock price during the applicable performance period, taking into account any dividends paid during that period, which are assumed to be reinvested. If Helios’ rTSR compared against the Russell 2000 Index for the performance period is negative, the number of performance-based stock options that vest will decrease, not to exceed a reduction of 25%. If Helios’ rTSR exceeds the Russell 2000 Index for the performance period, the number of the performance-based stock options that vest will increase, not to exceed an addition of 25%. These changes will allow the Company to better align pay with shareholder returns and tie executive compensation to Company performance.

  32. Compensation Policies and Practices

    | Pay Element | Breakdown | Key Features | | Short-Term Incentive (STI) | Performance-based cash compensation | • Adjusted EBITDA (30%) • Revenue (30%) • Adjusted Free Cash Flow (30%) • Personal Goals (10%) | | Long-Term Incentive (LTI) | Performance-based stock options vesting in year three (50%) | Metrics are based on Company performance as follows: • Revenue (50%) • Adjusted EPS (50%) | | | Time-based restricted stock units vesting ratably over three years (50%) | Ultimate value impacted by Company stock price | | | Relative Total Shareholder Return Modified +/- 25% | Executive Compensation tied to Company share price performance against the Russell 2000 Index. |

  33. Compensation Policies and Practices

    Special Retention Awards In January 2024, after discussions with the Compensation Committee and in an effort to reward and retain executives, the Board granted RSUs to each of Mr. Matosevic, 17,929 RSUs, Mr. Arduini, 3,320 RSUs, Mr. Greenberg, 3,320 RSUs and Mr. Wichlacz, 1,920 RSUs, all with ninety-day vesting periods, provided that the employee remains with the Company. Award values were calculated based on the closing price on January 3, 2024 of $42.32. In September 2024, after discussions between the Compensation Committee and Mercer, the Board granted retention restricted stock and stock options designed to retain executives throughout the CEO transition. The Board granted the awards to ensure stability in the leadership team in the wake of an unexpected CEO departure. Mr. Bagan, Mr. Arduini, Mr. Greenberg, and Mr. Wichlacz each received an award of 1,495 restricted stock units, which vest over a two-year period, in equal parts on each of the first two anniversaries of the grant date, as well as 5,342 stock options which vest and become exercisable on the third anniversary of the grant date, all awards totaling a grant date value of $150,000, provided that the employee remains with the Company. Mr. Bagan received an additional award of 1,500 immediately vested restricted stock units to compensate him for serving as interim President and Chief Executive Officer as well as a cash award of $60,000. Award values were calculated based on the closing price on September 11, 2024, with the options expiring on September 11, 2034. Other Compensation Retirement Plan. All United States based employees, including the named executive officers, are eligible to participate in the Helios Technologies, Inc. 401(k) (the “Plan”). Under the tax-qualified Plan, employees are able to contribute the lesser of up to 100% of their annual salary or the limit prescribed by the Internal Revenue Service to the Plan on a before or after tax basis. Based on years of service, we match 100% of up to the first 6% of pay contributed to the Plan. All employee contributions are fully vested upon contribution. Our matching contributions vest over a five-year period—20% after one year, 40% after two years, 60% after three years, 80% after four years and 100% after five years. Mr. Arduini, who is located in Italy, is eligible for certain retirement benefits under plans specific to Italian-based employees. Mr. Arduini is a participant in a state retirement pension plan. His employer, Faster S.r.l., contributes $30,837 per year for the benefit of Mr. Arduini’s retirement in the state plan. Additionally, Mr. Arduini is a participant in the Previndai, a supplemental pension plan. In this plan, Mr. Arduini contributes a portion of his salary into the plan and the Company makes a contribution in the amount of $7,793 per year. These amounts are paid in Euros and converted to U.S. dollars (for purposes of this disclosure) using an average exchange rate for 2024 of $1.08242/Euro. Under the terms of the Previndai, Mr. Arduini’s family members are also eligible to participate at their discretion. At retirement, Mr. Arduini will be able to access the Previndai funds in the form of an annuity, lump sum or combination of both and the state plan is paid out in the form of monthly payment. Perquisites and Other Benefits. To provide a market competitive total compensation package, we provide a limited amount of perquisites and supplemental benefits to our named executive officers. These perquisites, which are described in footnote (2) to the Summary Compensation Table,

  34. 2022-2024 Equity Awards and Results

    2022-2024 Equity Awards and Results Payout of 2022-2024 Performance-Based Restricted Stock Unit Awards Corporate Executives. The below table presents the results of the performance-based restricted stock units granted in 2022 to corporate executive Marc Greenberg based on meeting performance goals. The units vested following the 3-year performance period that ran from 2022 – 2024.

  35. 2022-2024 Equity Awards and Results

    | | Threshold | Target | Maximum | Result | Payout Percentage | | Measure and Weighting | (0% payout) | (100% payout) | (200% payout) | | | | Adjusted EBITDA Margin (50%) | 23.0% | 24.3% | 26.0% | 20.8% | 0% | | Adjusted EPS (50%) | $9.00 | $11.67 | $15.87 | $8.53 | 0% | | Overall Payout Percentage | | | | | 0% |

  36. 2022-2024 Equity Awards and Results

    Segment Executives. The below table presents the results of the performance-based restricted stock units granted in 2022 to segment-level NEOs (Matteo Arduini and Lee Wichlacz) based on meeting performance goals. The units vested following the 3-year performance period that ran from 2022 – 2024.

  37. 2022-2024 Equity Awards and Results

    | Hydraulics Segment (Matteo Arduini) | Threshold | Target | Maximum | Result | Payout Percentage | | Measure and Weighting | (0% payout) | (100% payout) | (200% payout) | | | | Segment Adjusted EBITDA Margin (50%) | 27.9% | 28.9% | 30.1% | 26.1% | 0% | | Segment Adjusted EPS (50%) | $8.14 | $9.47 | $11.64 | $8.96 | 61% | | Overall Payout Percentage | | | | | 31% |

  38. 2022-2024 Equity Awards and Results

    | Electronics Segment (Lee Wichlacz) | Threshold | Target | Maximum | Result | Payout Percentage | | Measure and Weighting | (0% payout) | (100% payout) | (200% payout) | | | | Segment Adjusted EBITDA Margin (50%) | 24.6% | 25.3% | 26.1% | 19.1% | 0% | | Segment Adjusted EPS (50%) | $4.68 | $5.68 | $7.18 | $3.98 | 0% | | Overall Payout Percentage | | | | | 0% |

  39. Risks Arising from Compensation Policies and Practices

    Risks Arising from Compensation Policies and Practices The Board has determined its compensation policies and practices do not motivate imprudent risk-taking or encourage Company leaders to make decisions that might be beneficial in the short term at the expense of creating long-term Company value. The Company’s long-term compensation program, as described above, relies on general criteria not primarily focused on the achievement of short-term objectives but, rather, what is in the long-term best interest of the Company. The equity awards granted under the program are generally determined in the first quarter of the year. For 2024, annual awards were granted at the First Quarter meeting of the Compensation Committee with special retention awards granted in September 2024. To assess compensation risk, the Compensation Committee reviewed the policies and practices of the Company and determined they do not create risks reasonably likely to have a material adverse effect on the Company. In conducting this review, the Committee noted the following risk-mitigating features of the compensation policies and practices: • Balance among short- and long-term incentives, cash and equity and fixed and variable pay • Multiple performance measures • Stock ownership and holding guidelines • Anti-hedging policy • Clawback policy Limited change-in-control (CIC) benefits

  40. Employment Agreements and Change-in-Control Provisions

    Employment Agreements and Change-in-Control Provisions The Company typically does not enter into employment agreements with its NEOs. However, as customary in Italy, an employment agreement was entered into with Mr. Arduini in connection with his promotion to the role of General Manager and Managing Director of Faster (known internally as “President, QRC”). The Company also has entered into continuity and severance agreements with each of the NEOs to protect them from loss of income in the case of change of control and to provide protections for the Company and the NEOs covering employment related issues as well as confidentiality. Arduini Employment Agreement The Company entered into an employment agreement with Mr. Arduini effective January 1, 2019, in connection with his promotion to the role of General Manager and Managing Director of Faster. Mr. Arduini’s employment agreement sets forth an annual gross base salary, target cash bonus (short-term incentive or “STI”), and participation in the Helios Long-Term Incentive (LTI) Plan. Mr. Arduini’s employment agreement also provides for an annual amount as consideration for entering into the non-competition agreement, as required by Italian law for the enforcement of certain restrictive covenants. The amount is included in his base salary. Mr. Arduini’s employment agreement was amended in 2020 and 2021 to reflect increases in his compensation package. For 2024, Mr. Arduini’s base salary was $378,570, his target STI percentage was 60% of his base salary, and the total value of his LTI was increased to 110% of his base salary. Mr. Arduini’s 2024 LTI award consisted of 50% time-based restricted stock units (“RSUs”), and 50% performance based RSUs. Mr. Arduini has an opportunity to earn up to 200% of his target STI award and up to 200% of the portion of his LTI award that consists of performance based RSUs for exceptional achievement of predetermined metrics. In addition, Mr. Arduini received $3,469 per year in a housing allowance and a company vehicle allowance in the amount of $33,290, which are paid in Euros and converted to U.S. dollars (for purposes of this disclosure) using an average exchange rate for 2024 of $1.08242/Euro. Executive Officer Continuity Agreements The Company entered into Executive Officer Continuity Agreements (“Continuity Agreements”) with each of the Company’s NEOs: Josef Matosevic, Sean Bagan, Marc Greenberg, Matteo Arduini and Lee Wichlacz. The Continuity Agreements provide for certain benefits to be paid to the executive in connection with a termination of employment that takes place in connection with a “Change of Control” (as defined in the Continuity Agreements). The Continuity Agreements supersede and replace any prior agreements. The Continuity Agreements provide that on termination of the executive’s employment or other triggering event during the two-year period immediately following, or within 90 days prior to, a change in control, as defined in the Continuity Agreements, he or she is entitled to a lump-sum payment equal to twice the amount of his or her annual salary, plus the cash value at the time of grant of the executive’s current year short-term compensation award, and continuing medical benefits, at the Company’s expense, for the executive and his or her family, for a period of 24 months. The executive also is entitled to immediate vesting of, and an extended period following termination, to exercise all unvested and unexercised stock options and immediate vesting and lapse of all forfeiture provisions relating to, and restrictions upon transfer of, all previously issued shares and restricted stock units. To receive the payment and benefits under the Continuity Agreement, the executive must execute a general release and comply with the restrictive covenants set forth in his or her other agreements with the Company during the 24-month period following termination of employment.

  41. Employment Agreements and Change-in-Control Provisions

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  42. Employment Agreements and Change-in-Control Provisions

    Executive Officer Severance Agreement The Company entered into Executive Officer Severance Agreements (“Severance Agreements”) with each of the Company’s NEOs: Josef Matosevic, Sean Bagan, Marc Greenberg, Matteo Arduini and Lee Wichlacz. The Severance Agreements provide for certain benefits to be paid to the executive in connection with a termination of employment that does not occur in connection with a change in ownership or control of the Company. Mr. Arduini is based in Italy and his Italian employment contract would supersede the Severance Agreement where the provisions are more favorable. The Severance Agreements provide that on an “Involuntary Termination of Employment” (as defined in the Severance Agreement), the executive is entitled to a continuation of his or her annual base salary for twelve months, a payment equal to the target value at the time of grant of the executive’s current year short-term compensation award, and continuing medical benefits, at Company expense, for the executive and his or her family for a period of twelve months. To receive the payment and benefits under the Severance Agreement, the executive must comply with a number of conditions including, executing a general release and complying with the restrictive covenants set forth in his or her agreement(s) with the Company for a period of twelve months following termination of employment. Mr. Arduini is entitled to certain additional severance components pursuant to his employment contract and Italian law in the event of an Involuntary Termination. In the event a benefit is higher under Italian law provided for under his Severance Agreement, Italian law will govern with the higher term. Based on the events and reasons for the termination, Mr. Arduini may receive, based on his current seniority with the Company, six months of notice period compensation plus up to eight months of supplemental indemnity, the average amount of his short-term incentive award (based on the last three years), an amount, for the duration of his notice period for continued coverage on his health and welfare plans, his car and housing allowances, and contributions to his pension schemes. In addition, Mr. Arduini will receive consideration for the value of his non-competition clause (the difference between 50% of his annual salary for three years less payments already made). On June 4, 2021, the Company entered into an Amended and Restated Executive Officer Severance Agreement (“Amended CEO Agreement”) with Josef Matosevic. The Amended CEO Agreement modified the terms of Mr. Matosevic’s original Executive Severance Agreement (“Original CEO Agreement”). The Amended CEO Agreement provided for certain benefits to be paid to Mr. Matosevic in connection with a termination of employment in connection with a change in ownership or control of the Company. The Amended CEO Agreement provided that on an “Involuntary Termination of Employment” (as defined in the Severance Agreement), the executive would have been entitled to a continuation of his annual base salary for 24 months, a payment equal to 200% of the target value at the time of grant of the executive’s current year short-term compensation award, immediate vesting of all stock options, RSUs and PRSUs (at 100% of target, except for PRSUs granted in the year of termination, which would only have vested if the termination date occurred at least six months after the beginning of the performance period, and which would have vested (if at all) at target on a pro-rata basis) which are outstanding on the date of termination, an extended exercise period of up to one year for vested stock options, and continued medical benefits, at Company expense, for the executive and his family for a period of 24 months, among other benefits. In order to receive the payment and benefits under the Amended CEO Agreement, the executive would have had to comply with a number of conditions including, executing a general release and complying with the restrictive covenants set forth in his or her agreement(s) with the Company for a term in effect until all payments and benefits had been made or provided to executive. As discussed below, Mr. Matosevic was not entitled to receive any benefits under the Amended CEO Agreement and forfeited all unvested shares as a result of his termination for cause. Departure of Matosevic as President and Chief Executive Officer As previously disclosed, Mr. Matosevic was separated for cause from the Company effective July 29, 2024. Mr. Matosevic received no severance or payments as a result of his separation. In addition, all unvested stock, stock options or equity awards of any sort, were forfeited and the Company did not enter into any subsequent agreements with Mr. Matosevic. Offer of Promotion to Bagan as President and Chief Executive Officer On January 6, 2025, the Company announced publicly that a promotion was extended to and accepted by Mr. Bagan to assume the role of President and Chief Executive Officer of the Company, effective immediately in addition to his existing role as Chief Financial Officer. Mr. Bagan was also nominated to serve as a director to the Company's Board. In connection with his promotion, Mr. Bagan is entitled to an annual base salary of $704,000. In addition, under the Company's incentive plans, his STI target is 100% of his base salary and his LTI target is 175% of his base salary. Mr. Bagan will not be entitled to any compensation for his service as a director on the Company's Board.

  43. Employment Agreements and Change-in-Control Provisions

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  44. Employment Agreements and Change-in-Control Provisions

    Departure of President of Electronics As previously disclosed, Mr. Wichlacz was separated from the Company effective March 31, 2025. Pursuant to the Severance Agreement in place, Mr. Wichlacz is entitled to receive continuation of his annual base salary for twelve months ($300,000), a payment equal to the target value at the time of grant of his executive’s current year short-term compensation award ($180,000), and continuing medical benefits, at Company expense, for the executive and his family for a period of twelve months (estimated at $16,156). Mr. Wichlacz signed a general release with the Company which requires compliance with the restrictive covenants set forth in his agreement with the Company for a period of twelve months following termination.

  45. Employment Agreements and Change-in-Control Provisions

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  46. 2024 Summary Compensation Table

    2024 Summary Compensation Table The table below summarizes the total compensation of the named executive officers serving as such for the fiscal years ended December 28, 2024, December 30, 2023, and December 31, 2022, as applicable. When setting total compensation for each of the named executive officers, the Compensation Committee reviews the executive’s current compensation, including equity and non-equity-based compensation, compensation history, performance and other information it deems relevant.

  47. FISCAL 2024 SUMMARY COMPENSATION TABLE

    FISCAL 2024 SUMMARY COMPENSATION TABLE

  48. FISCAL 2024 SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) (1) | Option Awards ($) (1) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) (2) | Total ($) | | Sean Bagan | 2024 | 440,000 | 60,000 | 722,985 | 89,994 | 225,940 | 43,819 | 1,582,738 | | President and Chief Executive Officer | 2023 | 176,000 | 113,920 | 506,655 | — | 35,965 | 2,031 | 834,571 | | and Chief Financial Officer | | | | | | | | | | Marc Greenberg | 2024 | 400,000 | — | 630,765 | 89,994 | 189,600 | 46,125 | 1,356,484 | | General Counsel and | 2023 | 330,000 | — | 494,384 | — | 59,400 | 9,900 | 893,684 | | Secretary | 2022 | 290,000 | — | 201,325 | 113,147 | 100,050 | 5,689 | 710,211 | | Matteo Arduini (3) | 2024 | 378,847 | — | 603,829 | 89,994 | 52,281 | 103,553 | 1,228,504 | | President, Hydraulics EMEA | 2023 | 350,000 | — | 514,129 | — | — | 98,992 | 963,121 | | | 2022 | 315,000 | — | 265,512 | 113,147 | 90,720 | 89,479 | 873,858 | | Lee Wichlacz (4) | 2024 | 300,000 | — | 375,483 | 89,994 | 124,200 | 8,837 | 898,514 | | President Electronics | 2023 | 265,000 | — | 156,674 | — | — | 43,444 | 465,118 | | | | | — | | | | | | | Josef Matosevic (5) | 2024 | 602,692 | — | 5,414,714 | — | — | 69,510 | 6,086,916 | | Former President and | 2023 | 950,000 | — | 4,445,378 | — | 285,000 | 34,900 | 5,715,278 | | Chief Executive Officer | 2022 | 900,000 | — | 3,292,414 | 1,697,200 | 621,000 | 33,667 | 6,544,281 |

  49. FISCAL 2024 SUMMARY COMPENSATION TABLE

    (1) The dollar values shown represent the grant date fair values for time-based and performance-based restricted stock unit awards and stock options calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) Topic 718. Performance-based restricted stock unit awards are subject to performance-based vesting criteria. Reported values are based on the probable outcome of the performance conditions as of the grant date. The values of the awards at the grant date assuming that the highest level of performance conditions will be achieved, are as follows:

  50. FISCAL 2024 SUMMARY COMPENSATION TABLE

    | Named Executive Officer | Year | Stock Awards, Assuming Highest Level of Performance Conditions are Achieved ($) | | Sean Bagan | 2024 | $1,023,729 | | Marc Greenberg | 2024 | $845,564 | | Matteo Arduini | 2024 | $805,214 | | Lee Wichlacz | 2024 | $492,672 | | Josef Matosevic | 2024 | $7,733,510 |

  51. FISCAL 2024 SUMMARY COMPENSATION TABLE

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  52. FISCAL 2024 SUMMARY COMPENSATION TABLE

    All Other Compensation amounts for 2024 are as follows:

  53. FISCAL 2024 SUMMARY COMPENSATION TABLE

    | Named Executive Officer | Year | Perquisites and Other Personal Benefits ($) | Company Contributions to Retirement and 401(k) Plans ($) | Total ($) | | Sean Bagan | 2024 | $25,425(a) | $18,394 | $43,819 | | Marc Greenberg | 2024 | $25,425(a) | $20,700 | $46,125 | | Matteo Arduini | 2024 | $64,923(b) | $38,630 | $103,553 | | Lee Wichlacz | 2024 | $- | $8,837 | $8,837 | | Josef Matosevic | 2024 | $48,810(c) | $20,700 | $69,510 |

  54. FISCAL 2024 SUMMARY COMPENSATION TABLE

    (a) Represents the cost of executive health concierge services which provides an annual health assessment ($9,914) as well as executive financial and tax planning services ($15,011) and HSA contribution ($500). (b) Represents car allowance of $33,290, housing allowance of $3,469, and amounts contributed to employee’s Trattamento di Fine Rapporto (TFR) (Italian statutory severance plan) of $28,164. (c) Represents car allowance ($15,385), the cost of executive health concierge services which provides an annual health assessment ($14,701) as well as executive financial and tax planning services ($18,724). (3) Cash amounts for Mr. Arduini are paid in Euros, and for 2024 such amounts have been converted into U.S. dollars based on an average conversion rate of €1 to $1.08242 during 2024. (4) Mr. Wichlacz was separated from the Company on March 31, 2025. Mr. Matosevic was terminated for cause from the Company on July 29, 2024. Stock and option awards were forfeited upon termination.

  55. FISCAL 2024 SUMMARY COMPENSATION TABLE

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  56. FISCAL 2024 GRANTS OF PLAN-BASED AWARDS

    FISCAL 2024 GRANTS OF PLAN-BASED AWARDS

  57. FISCAL 2024 GRANTS OF PLAN-BASED AWARDS

    | | | Estimated possible payouts under non-equity incentive plan awards | | | Estimated future payouts under equity incentive plan awards (2) | | | All Other Stock Awards: Number of Shares of Stock | All Other Option Awards: Number of Securities Underlying | Exercise or base price of option | Grant Date Fair Value of Stock and Option | | Name | Grant Date | Threshold ($) (1) | Target ($) | Maximum ($) | Threshold (#) (1) | Target (#) | Maximum (#) | or Units (#) | Options(3) (#) | awards ($/Sh) | Awards ($) (4) | | Sean Bagan | January 3, 2024 | | | | — | 7,219 | 14,438 | | | | 300,744 | | | January 3, 2024 | | | | | | | 7,218 | | | 303,084 | | | January 3, 2024 | — | 286,000 | 572,000 | | | | | | | | | | September 11, 2024 | | | | | | | 1,495 | | | 58,963 | | | September 11, 2024 | | | | | | | 1,500 | | | 60,195 | | | September 11, 2024 | | | | | | | | 5,342 | 40.13 | 89,994 | | Marc Greenberg | January 3, 2024 | | | | — | 5,156 | 10,312 | | | | 214,799 | | | January 3, 2024 | | | | | | | 5,156 | | | 216,501 | | | January 3, 2024 | | | | | | | 3,320 | | | 140,502 | | | January 3, 2024 | — | 240,000 | 480,000 | | | | | | | | | | September 11, 2024 | | | | | | | 1,495 | | | 58,963 | | | September 11, 2024 | | | | | | | | 5,342 | 40.13 | 89,994 | | Matteo Arduini | January 3, 2024 | | | | — | 4,834 | 9,668 | | | | 201,384 | | | January 3, 2024 | | | | | | | 4,834 | | | 202,980 | | | January 3, 2024 | | | | | | | 3,320 | | | 140,502 | | | January 3, 2024 | — | 227,308 | 454,617 | | | | | | | | | | September 11, 2024 | | | | | | | 1,495 | | | 58,963 | | | September 11, 2024 | | | | | | | | 5,342 | 40.13 | 89,994 | | Lee Wichlacz | January 3, 2024 | | | | — | 2,813 | 5,626 | | | | 117,190 | | | January 3, 2024 | | | | | | | 2,812 | | | 118,076 | | | January 3, 2024 | | | | | | | 1,920 | | | 81,254 | | | January 3, 2024 | — | 180,000 | 360,000 | | | | | | | | | | September 11, 2024 | | | | | | | 1,495 | | | 58,963 | | | September 11, 2024 | | | | | | | | 5,342 | 40.13 | 89,994 | | Josef Matosevic | January 3, 2024 | | | | — | 55,660 | 111,320 | | | | 2,318,796 | | | January 3, 2024 | | | | | | | 55,660 | | | 2,337,163 | | | January 3, 2024 | | | | | | | 17,929 | | | 758,755 | | | January 3, 2024 | — | 975,000 | 1,950,000 | | | | | | | |

  58. FISCAL 2024 GRANTS OF PLAN-BASED AWARDS

    (1) There are no thresholds for the awards. (2) Represents the number of performance-based restricted stock units granted under the 2023 Equity Incentive Plan. Dividends were not paid on the restricted stock units. (3) Represents stock options granted under the 2023 Equity Incentive Plan. Grant date fair value of awards computed in accordance with FASB ASC Topic 718, with reported values for performance-based awards based on the probable outcome of the performance conditions as of the grant date.

  59. FISCAL 2024 GRANTS OF PLAN-BASED AWARDS

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  60. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

  61. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | 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 Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Sean Bagan | | 5,342(5) | 40.13 | 9/11/2034 | | | | | | | | | | | 10,255(1) | 461,270 | 9,531(1) | 428,704 | | Marc Greenberg | 1,333 | 2,667(6) | 50.60 | 10/1/2032 | | | | | | | | 5,342(5) | 40.13 | 9/11/2034 | | | | | | | | | | | 8,919(2) | 401,177 | 8,062(2) | 362,629 | | Matteo Arduini | 874 | | 39.75 | 2/28/2030 | | | | | | | 1,153 | | 55.03 | 1/28/2031 | | | | | | | 1,333 | 2,667(6) | 50.60 | 10/1/2032 | | | | | | | | 5,342(5) | 40.13 | 9/11/2034 | | | | | | | | | | | 8,819(3) | 396,679 | 7,917(3) | 356,107 | | Lee Wichlacz | | 5,342(5) | 40.13 | 9/11/2034 | | | | | | | | | | | 5,241(4) | 235,740 | 4,214(4) | 189,546 | | Josef Matosevic(7) | | | | | | | | |

  62. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    (1) Unvested time-based stock awards represent restricted stock units that will vest as follows: 2,406 on January 3, 2025, 748 on September 11, 2025, 771 on October 1, 2025, 2,406 on January 3, 2026, 747 on September 11, 2026, 771 on October 1, 2026 and 2,406 on January 3, 2027. Unvested unearned stock awards represent restricted units that are contingent upon the achievement of pre-established performance metrics and vest as follows: up to 200% of 2,312 shares on March 15, 2026 (included in the table at the target payout of 100%) and up to 200% of 7,219 shares on March 15, 2027 (included in the table at the target payout of 100%). (2) Unvested time-based stock awards represent restricted stock units that will vest as follows: 2,048 on January 3, 2025, 969 on January 6, 2025, 748 on September 11, 2025, 1,719 on January 3, 2026, 969 on January 6, 2026, 747 on September 11, 2026, and 1,719 on January 3, 2027. Unvested unearned stock awards represent restricted units that are contingent upon the achievement of pre-established performance metrics and vest as follows: up to 200% of 2,906 shares on March 15, 2026 (included in the table at the target payout of 100%) and up to 200% of 5,156 shares on March 15, 2027 (included in the table at the target payout of 100%). (3) Unvested time-based stock awards represent restricted stock units that will vest as follows: 2,046 on January 3, 2025, 1,027 on January 6, 2025, 748 on September 11, 2025, 1,611 on January 3, 2026, 1,028 on January 6, 2026, 747 on September 11, 2026, and 1,612 on January 3, 2027. Unvested unearned stock awards represent restricted units that are contingent upon the achievement of pre-established performance metrics and vest as follows: up to 200% of 3,083 shares on March 15, 2026 (included in the table at the target payout of 100%) and up to 200% of 4,834 shares on March 15, 2027 (included in the table at the target payout of 100%). (4) Unvested time-based stock awards represent restricted stock units that will vest as follows: 937 on January 3, 2025, 467 on January 6, 2025, 748 on September 11, 2025, 937 on January 3, 2026, 467 on January 6, 2026, 747 on September 11, 2026, and 938 on January 3, 2027. Unvested unearned stock awards represent restricted units that are contingent upon the achievement of pre-established performance metrics and vest as follows: up to 200% of 1,401 shares on March 15, 2026 (included in the table at the target payout of 100%) and up to 200% of 2,813 shares on March 15, 2027 (included in the table at the target payout of 100%). (5) Unvested options become exerciseable on September 11, 2027. (6) Unvested options become exerciseable upon achievement of defined stock price thresholds (50% at $80/share and 100% at $90/share). As of December 28, 2024, there were no options or unvested shares outstanding. Mr. Matosevic was terminated for cause from the Company on July 29, 2024, and in connection with his termination, all of his unexercised options and unvested shares were forfeited.

  63. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    | | 2025 Proxy Statement | 57 |

  64. FISCAL 2024 OPTION EXERCISES AND STOCK VESTED

    FISCAL 2024 OPTION EXERCISES AND STOCK VESTED

  65. FISCAL 2024 OPTION EXERCISES AND STOCK VESTED

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Sean Bagan | — | — | 6,270 | 275,375 | | Marc Greenberg | — | — | 7,799 | 336,132 | | Matteo Arduini | — | — | 8,570 | 369,985 | | Lee Wichlacz | — | — | 2,386 | 104,311 | | Josef Matosevic | 5,127 | 62,466 | 40,198 | 1,736,480 |

  66. Pension Benefits

    Pension Benefits The Company does not maintain a pension plan for any of its United States based executive officers, other than its 401(k) Plans. As described above, Mr. Arduini is a participant in both a state and supplemental pension schemes consistent with Italian law. The Company contributes to both pension schemes on behalf of Mr. Arduini.

  67. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation The Company does not maintain a nonqualified deferred compensation program.

  68. Potential Payments Upon Termination or Change of Control

    Potential Payments Upon Termination or Change of Control On June 14, 2019, the Board approved the Continuity Agreement to be entered into with its executive officers. The Continuity Agreement provides that upon termination of the executive’s employment or other triggering event during the two-year period immediately following, or within 90 days prior to, a change in control, as defined in the Continuity Agreement, he or she is entitled to a lump-sum payment equal to twice the amount of his or her annual salary, plus the cash value at the time of grant of the executive’s current year short-term compensation award, and continuing medical, dental, life, disability and hospitalization benefits, at the Company’s expense, for the executive and his or her family, for a period of 24 months. The executive also is entitled to immediate vesting of and an extended period following termination in which to exercise all unvested and unexercised stock options and immediate vesting and lapse of all forfeiture provisions relating to, and restrictions upon transfer of, all previously issued shares of restricted stock units. To receive the payment and benefits under the Continuity Agreement, the executive must execute a general release and comply with the restrictive covenants set forth in his or her other agreements with the Company during the 24-month period following termination of employment. Additionally, on June 14, 2019, the Compensation Committee adopted, and the Board endorsed, a form of Severance Agreement to be entered into with each of the Company’s executive officers. The Severance Agreement provides for certain benefits to be paid to the executive in connection with a termination of employment that does not occur in connection with a change in ownership or control of the Company. The Severance Agreement provides that upon an “Involuntary Termination of Employment” (as defined in the Severance Agreement), he or she is entitled to a continuation of his or her annual base salary for twelve months, a payment equal to the cash value at the time of grant of the executive’s current year short-term compensation award, and continuing medical, dental, life, disability and hospitalization benefits, at Company expense, for the executive and his or her family for a period of twelve months. To receive the payment and benefits under the Severance Agreement, the executive must comply with a number of conditions including, executing a general release and complying with the restrictive covenants set forth in his or her agreements with the Company for a period of twelve months following termination of employment. Mr. Arduini is entitled to certain additional severance components pursuant to his employment contract and Italian law in the event of an Involuntary Termination. In the event a benefit is higher under Italian law that provided for under his Severance Agreement, Italian law will govern with the higher term. Based on the events and reasons for the termination, Mr. Arduini may receive, based on his current seniority with the Company, six months of notice period compensation plus up to eight months of supplemental indemnity, the average amount of his short-term incentive award (based on the last three years), an amount, for the duration of his notice period for continued coverage on his health and welfare plans, his car and housing allowances, and contributions to his pension schemes. In addition, Mr. Arduini will receive consideration for the value of his non-competition clause (the difference between 50% of his annual salary for three years less payments already made).

  69. Potential Payments Upon Termination or Change of Control

    | 58 | 2025 Proxy Statement | |

  70. Potential Payments Upon Termination or Change of Control

    The following table shows the potential payments for continuing NEOs upon a qualifying termination following a change of control, as if termination had occurred on December 28, 2024.

  71. Potential Payments Upon Termination or Change of Control

    | | Salary ($) | STI ($) | Accelerated Restricted Stock Unit Vesting ($) | Accelerated Stock Option Vesting ($)(1) | Welfare Benefits ($) | Other Benefits ($) | Total ($) | | Sean Bagan | 880,000 | 572,000 | 889,974 | 25,909 | 48,831 | — | 2,416,714 | | Marc Greenberg | 800,000 | 480,000 | 808,246 | 25,909 | 48,831 | — | 2,162,986 | | Matteo Arduini | 757,694 | 454,617 | 811,394 | 25,909 | 16,170 | 42,440(2) | 2,108,224 | | Lee Wichlacz | 600,000 | 360,000 | 425,286 | 25,909 | 31,925 | — | 1,443,120 |

  72. Potential Payments Upon Termination or Change of Control

    (1) Amounts assume all unvested options vest and in the money options are exercised immediately upon termination. (2) Amount relates to car and housing allowances of $18,380 required under Italian statutory regulations and $24,060 in pension contributions. Cash amounts for Mr. Arduini are paid in Euros, and for 2024 such amounts have been converted into U.S. dollars based on an average conversion rate of €1 to $1.08242 during 2024. The following table shows the potential payments for continuing NEOs following an involuntary termination, other than in connection with a change in control, as if termination had occurred on December 28, 2024:

  73. Potential Payments Upon Termination or Change of Control

    | | Salary ($) | STI ($) | Accelerated Restricted Stock Unit Vesting ($) | Accelerated Stock Option Vesting ($)(1) | Welfare Benefits ($) | Other Benefits ($) | Total ($) | | Sean Bagan | 440,000 | 286,000 | — | — | 24,415 | — | 750,415 | | Marc Greenberg | 400,000 | 240,000 | — | — | 24,415 | — | 664,415 | | Matteo Arduini | 378,847 | 227,308 | — | — | 8,085 | 42,440(2) | 656,680 | | Lee Wichlacz | 300,000 | 180,000 | — | — | 15,962 | — | 495,962 |

  74. Potential Payments Upon Termination or Change of Control

    (1) Amounts assume all unvested options vest and in the money options are exercised immediately upon termination. (2) Amount relates to car and housing allowances of $18,380 required under Italian statutory regulations and $24,060 in pension contributions. Cash amounts for Mr. Arduini are paid in Euros, and for 2024 such amounts have been converted into U.S. dollars based on an average conversion rate of €1 to $1.08242 during 2024. As previously disclosed, Mr. Matosevic was separated for cause from the Company effective July 29, 2024. Mr. Matosevic received no severance or payments as a result of his separation. In addition, all unvested stock, stock options or equity awards of any sort, were forfeited and the Company did not enter into any subsequent agreements with Mr. Matosevic. As previously disclosed, Mr. Wichlacz was separated from the Company effective March 31, 2025. Pursuant to the Severance Agreement in place, Mr. Wichlacz became entitled to continuation of his annual base salary for twelve months ($300,000), a payment equal to the target value at the time of grant of his current year short-term compensation award ($180,000), and continuing medical benefits, at Company expense, for the executive and his or her family for a period of twelve months (estimated at $16,156). Mr. Wichlacz signed a general release with the Company which requires compliance with the restrictive covenants set forth in his agreement with the Company for a period of twelve months following termination of employee.

  75. CEO to Median Employee Pay Ratio

    CEO to Median Employee Pay Ratio As required under and calculated in accordance with Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and our CEO. Helios Technologies had two CEOs in 2024. For purposes of calculating the pay ratio, we are identifying two numbers. First, we have determined a reasonable estimate of the ratio of the combined annual total compensation of our former President and CEO Josef Matosevic as well as current President and CEO Sean Bagan to the median of the annual total compensation of all employees, excluding the CEOs, to be 160:1. This ratio was calculated as described below using the median of annual total compensation of all employees, other than the CEO, or $47,980, with an annual total compensation of the CEO of $7,669,655. Second, we have determined a reasonable estimate of the ratio of the annual total compensation of just our current President and CEO Sean Bagan to the median of the annual total compensation of all employees, other than the CEO, or $45,940, with an annual total compensation of the CEO of $1,582,738, to be 33:1.

  76. CEO to Median Employee Pay Ratio

    | | 2025 Proxy Statement | 59 |

  77. CEO to Median Employee Pay Ratio

    The SEC rules for identifying the median compensated employee (“Median Employee”) and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may use different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios, and may not have had two CEOs during 2024. Per SEC rules, the Company is permitted to use the same median employee in 2024 as was identified for our 2023 pay ratio disclosure using the same methodology and calculations because there has been no change in or employee population or employee compensation arrangements that we reasonably believe would significantly impact our pay ratio disclosures. For purposes of this disclosure, we used December 30, 2023 as the date used to identify the Median Employee (the “Determination Date”). On the Determination Date, the Company employed a total of 2,577 employees (including 1,403 employees based in the United States). The Company determined the Median Employee as of the Determination Date by identifying total compensation for the period beginning on January 1, 2023, and ending on December 30, 2023, for employees who were employed by the Company on the Determination Date. This group of employees included all full- and part-time employees but excluded Mr. Matosevic and Mr. Bagan. The group of employees used to determine the Median Employee does not include any independent contractors or “leased” workers. Further, we did not use any statistical sampling or cost-of-living adjustments for purposes of this CEO pay ratio disclosure. Total compensation used to determine the Median Employee included base wages, overtime, bonus payments, and the grant date fair value of stock compensation granted during the year. A portion of our employee workforce (full-time and part-time) identified above worked for less than the full fiscal year due to commencing employment after January 1, 2023. In determining the Median Employee, we annualized the total compensation for such individuals (but avoided creating full-time equivalencies) based on reasonable assumptions and estimates. Compensation paid in currencies other than U.S. dollars was converted to U.S. dollars based on average exchange rates for the twelve month period ending December 30, 2023. After identifying the Median Employee, we calculated the annual total compensation for 2024 for this employee using the same methodology used for the CEO in the Summary Compensation Table.

  78. Pay vs. Performance Disclosure

    Pay vs. Performance Disclosure As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between compensation actually paid (as calculated in accordance with applicable SEC rules) and certain financial performance of our Company, as well as certain other information.

  79. Pay vs. Performance Disclosure

    | | | | | | | | | | | | Value of initial fixed $100 investment based on: | | | | | Year | Summary Compensation Table Total for first PEO(1) | Summary Compensation Table Total for second PEO(2) | Summary Compensation Table Total for third PEO(3) | Summary Compensation Table Total for fourth PEO(4) | Compensation Actually Paid to first PEO(5) | Compensation Actually Paid to second PEO(5) | Compensation Actually Paid to third PEO(5) | Compensation Actually Paid to fourth PEO(5) | Average Summary Compensation Table Total for Non-PEO NEOs(6) | Average Compensation Actually Paid to Non-PEO NEOs(5) | Total Shareholder Return | Peer Group Total Shareholder Return(7) | Net Income (in millions) | Adjusted EBITDA Margin(8) | | 2024 | 6,086,917 | 1,582,738 | N/A | N/A | (6,293,983) | 1,665,059 | N/A | N/A | 1,161,167 | 1,190,721 | 102.27 | 205.72 | 39.0 | 19.2% | | 2023 | 5,715,278 | N/A | N/A | N/A | 4,384,579 | N/A | N/A | N/A | 1,112,781 | 1,000,437 | 102.29 | 147.20 | 37.5 | 19.3% | | 2022 | 6,544,281 | N/A | N/A | N/A | 1,486,682 | N/A | N/A | N/A | 1,035,880 | 283,340 | 122.04 | 113.39 | 98.4 | 23.2% | | 2021 | 5,331,977 | N/A | N/A | N/A | 10,074,669 | N/A | N/A | N/A | 1,223,075 | 2,387,841 | 234.57 | 123.43 | 104.6 | 24.6% | | 2020 | 2,227,500 | N/A | 2,188,050 | 1,533,991 | 2,923,629 | N/A | 597,049 | 2,078,775 | 1,165,507 | 1,323,008 | 118.24 | 112.22 | 14.2 | 23.2% |

  80. Pay vs. Performance Disclosure

    (1) Josef Matosevic joined the Company in June 2020. (2) Sean Bagan was appointed as interim CEO in July 2024. (3) Wolfgang Dangel served as CEO up until separating from the Company in April 2020. (4) Tricia Fulton was interim CEO for the period from April 2020 to June 2020. (5) The charts below detail the additions to and deductions from the Summary Compensation Table Totals to calculate the Compensation Actually Paid amounts. (6) The Non-PEO NEOs are comprised of: 2024 - Marc Greenberg, Matteo Arduini and Lee Wichlacz; 2023 – Sean Bagan, Tricia Fulton (resigned in August 2023), Matteo Arduini, Lee Wichlacz, Jason Morgan (resigned in March 2023) and Marc Greenberg; 2022 – Tricia Fulton, Matteo Arduini, Jason Morgan and Marc Greenberg; 2021 – Tricia Fulton, Matteo Arduini, Jason Morgan, Melanie Nealis (resigned in March 2022) and Jinger McPeak (separated in April 2021); 2020 - Matteo Arduini, Melanie Nealis (resigned in March 2022), Jinger McPeak (separated in April 2021) and Raj Menon (separated in September 2020). (7) The Company utilized the Dow Jones US Diversified Industries Index, for the peer group. This index has been utilized historically in our Annual Reports on Form 10-K in connection with the performance graph and most closely aligns with our line of business. Adjusted EBITDA margin was selected as the Company-Selected Measure. A detailed adjusted EBITDA margin description and reconciliation can be found within our Q4 2024 earnings release included as Exhibit 99.1 to the Company’s Current Report on Form 8-K furnished with the SEC on February 24, 2025.

  81. Pay vs. Performance Disclosure

    | 60 | 2025 Proxy Statement | |

  82. Pay vs. Performance Disclosure

    The following table reconciles the Summary Compensation Table (“SCT”) totals to Compensation Actually Paid (“CAP”).

  83. Pay vs. Performance Disclosure

    | | 2024 | | | 2023 | | 2022 | | 2021 | | 2020 | | | | | | First PEO | Second PEO | Average Non- PEO NEOs | PEO | Average Non- PEO NEOs | PEO | Average Non- PEO NEOs | PEO | Average Non- PEO NEOs | First PEO | Second PEO | Third PEO | Average Non- PEO NEOs | | Summary Compensation Table Total | 6,086,917 | 1,582,738 | 1,161,167 | 5,715,278 | 1,112,781 | 6,544,281 | 1,035,880 | 5,331,977 | 1,223,075 | 2,227,500 | 2,188,050 | 1,533,991 | 1,165,507 | | Deduction for value reported in the Stock Awards and Option Awards columns of the SCT | (5,414,714) | (812,979) | (626,686) | (4,445,378) | (578,361) | (4,989,614) | (528,649) | (2,135,026) | (426,655) | (1,188,548) | (950,066) | (694,112) | (493,238) | | Addition for the fair value of equity awards granted and vested in the current year | 789,772 | 60,195 | 125,689 | — | — | — | — | — | — | — | — | — | — | | Addition for year-end fair value of equity awards granted in the current year and unvested as of the end of the current year | — | 837,671 | 572,199 | 3,604,146 | 464,664 | 3,517,429 | 362,285 | 4,104,868 | 503,846 | 1,884,677 | — | 1,008,108 | 571,465 | | Addition / (Deduction) for the change in fair value of equity awards granted in prior years and unvested as of the end of the current year (from prior year-end to year-end) | — | (1,426) | (3,231) | (745,509) | (21,906) | (1,918,378) | (194,346) | 2,555,350 | 827,017 | — | — | 273,433 | 122,384 | | Addition / (Deduction) for the change in fair value of equity awards granted in prior years and vested during the current year (from prior year-end to vesting date) | (69,485) | (1,140) | (38,417) | 256,042 | 23,259 | (1,667,036) | (391,830) | 217,500 | 326,594 | — | (53,694) | (42,645) | (18,740) | | Deduction for the fair value as of the prior year end of equity awards deemed to fail to meet the applicable vesting conditions in the current year | (7,686,472) | — | — | — | — | — | — | — | (66,036) | — | (587,241) | — | (24,370) | | Compensation Actually Paid | (6,293,983) | 1,665,059 | 1,190,721 | 4,384,579 | 1,000,437 | 1,486,682 | 283,340 | 10,074,669 | 2,387,841 | 2,923,629 | 597,049 | 2,078,775 | 1,323,008 |

  84. Pay vs. Performance Disclosure

    The charts below present the relationship between the PEOs' and average other NEOs’ CAP to the Company and peer group total shareholder return, net income, and adjusted EBITDA margin for the previous five years. The graphical representations demonstrate that both the PEOs and average other NEOs CAP is aligned with shareholder and Company performance. Compensation actually paid to PEOs presented in the charts combine the full year compensation of our two PEOs for the 2024 and three PEOs for the 2020 year even though they only served a partial year. Average compensation paid to other NEOs is impacted by the composition of our NEOs each year. For 2024, compensation included special retention awards given due to the CEO transition.

  85. Pay vs. Performance Disclosure

    | | 2025 Proxy Statement | 61 |

  86. Pay vs. Performance Disclosure

    The relationship between CAP and Company TSR is influenced by equity compensation. The Company’s stock price has a significant impact on compensation actually paid to our NEOs as a large portion of NEO compensation is equity based. Our year-end stock price has fluctuated over the past five years as follows: $53.29 in 2020, $105.17 in 2021, $54.44 in 2022, $45.35 in 2023, and $44.98 in 2024. Net income in 2020 was lower due to an impairment loss recognized on our goodwill as a result of the economic uncertainty caused by the COVID-19 pandemic, while net income in the 2021 and 2022 years benefited from acquisitions. 2023 net income was negatively impacted by macroeconomic factors causing swift shifts to the markets we serve. 2024 net income increased 4% year over year as the markets we serve remained challenged. A significant portion of compensation paid to NEOs is based on Company performance. Adjusted EBITDA margin is a performance metric used in both STI and LTI performance payout. Since compensation is directly tied to this measure there is a high degree of correlation between it and compensation. However, CAP is also highly influenced by the Company’s stock price due to the level of equity compensation. The following table lists the four unranked financial performance measures that we believe represent the most important financial performance measures we used to link compensation actually paid to our NEOs to our performance:

  87. Pay vs. Performance Disclosure

    | Most Important Performance Measures | | Adjusted EBITDA Margin | | Revenue Growth | | Adjusted Free Cash Flow Margin | | Adjusted Non-GAAP Diluted EPS |

  88. Pay vs. Performance Disclosure

    | 62 | 2025 Proxy Statement | |

  89. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The Compensation Committee is responsible for reviewing and making recommendations to the Board regarding all matters pertaining to compensation paid to directors. Compensation to directors is provided under the Company Non-Employee Director Compensation Policy (the Director Policy). Directors who also serve as employees of the Company do not receive payment for their services as director. Effective January 1, 2022, the Board approved, after Compensation Committee recommendation, the Director Policy, in which each director is paid a quarterly cash retainer following each regularly scheduled quarterly Board Meeting as well as a quarterly Restricted Stock Unit award as detailed below. The Board believes that compensation of directors under the Directors Policy aligns the interests of directors with those of the shareholders in the long-term growth and profitability of the Company. Directors also are reimbursed for their expenses incurred in connection with their attendance at such meetings. No changes were made to the Director Policy in 2024.

  90. 2024 ANNUAL DIRECTOR COMPENSATION

    2024 ANNUAL DIRECTOR COMPENSATION

  91. 2024 ANNUAL DIRECTOR COMPENSATION

    | | | Non-Employee directors are paid a quarterly cash retainer following each regularly scheduled quarterly Board Meeting in the amount of $22,187.50 as well as a quarterly Restricted Stock Unit award with a target value equal to $38,750.00. An additional quarterly Restricted Stock Unit award will be granted to Committee chairs with a target value equal to $5,000 for the Audit Committee Chair; $5,000 for the Compensation Committee Chair; $2,500 for the ESG Committee Chair; and $2,500 for the Nominating Committee Chair. The person serving as the Non-Employee director Chair of the Board will be granted an additional quarterly Restricted Stock Unit award with a target value equal to $26,500. Directors are subject to Stock Ownership Guidelines where non-management members of the Board should own and hold shares with a value equal to two times (2x) the number of shares awarded to them annually as directors’ fees. | | Annual Cash | $88,750 | | | Compensation: | | | | Annual Equity | $155,000 | | | Compensation: | | | | ADDITIONAL EQUITY COMPENSATION | | | | Chair: | $106,000 | | | Chair of Audit & | | | | Compensation Committees: | $20,000 | | | Chairs of all other | | | | Committees: | $10,000 | |

  92. 2024 Director Compensation

    2024 Director Compensation

  93. 2024 Director Compensation

    | Name (1) | Fees Earned or Paid in Cash ($) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Douglas Britt | 88,750 | 173,800(4) | — | 262,550 | | Laura Dempsey Brown | 88,750 | 168,886(5) | — | 257,636 | | Cariappa (Cary) Chenanda | 88,750 | 153,955(6) | — | 242,705 | | Philippe Lemaitre | 88,750 | 259,176(7) | 162,000(7) | 509,926 | | Diana Sacchi | 88,750 | 173,800(8) | — | 262,550 | | Alexander Schuetz | 88,750 | 163,877(9) | — | 252,627 |

  94. 2024 Director Compensation

    (1) Although Mr. Matosevic was a member of the board for part of 2024, as President and CEO he did not receive any stock awards or other fees for his service as a director of the Company and his compensation for 2024 is disclosed in the Fiscal 2024 Summary Compensation Table above. (2) The stock awards represent the aggregate grant date fair value of restricted stock units granted. The RSUs are granted quarterly for service as a director and for attendance at Board meetings and vest one year from the date of the grant. Quarterly grants occurred on March 7, 2024, June 7, 2024, October 4, 2024, and December 5, 2024. (3) We have a travel and reimbursement policy under which we reimburse the expenses of a director’s spouse for travel costs incurred in connection with business of the Board when appropriate. Except as set forth in the “All Other Compensation” column, the cost to the Company for providing these perquisites was less than $10,000 for each director. (4) The grant date fair value of RSUs issued each quarter totaled approximately $43,750. As of December 28, 2024, 3,662 RSUs were unvested. The grant date fair value of RSUs issued each quarter totaled approximately $41,250. As of December 28, 2024, 3,549 RSUs were unvested. In addition, the compensation committee granted a special one-time award of RSUs with a target grant date value of $5,000 on December 5, 2024 for additional work related to the CEO transition in 2024.

  95. 2024 Director Compensation

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  96. 2024 Director Compensation

    | Director Compensation |

  97. 2024 Director Compensation

    The grant date fair value of RSUs issued each quarter totaled approximately $38,750. As of December 28, 2024, 3,244 RSUs were unvested. (7) The grant date fair value of RSUs issued each quarter totaled approximately $65,250. As of December 28, 2024, 5,461 RSUs were unvested. A cash payment of $162,000 was awarded on December 5, 2024 by the compensation committee for additional work related to the CEO transition in 2024. (8) The grant date fair value of RSUs issued each subsequent quarter totaled approximately $43,750. As of December 28, 2024, 3,662 RSUs were unvested. (9) The grant date fair value of RSUs issued each subsequent quarter totaled approximately $41,250. As of December 28, 2024, 3,453 RSUs were unvested.