DEF 14A of Columbus Mckinnon Corp, Jun 30, 2025

DEF 14A of Columbus Mckinnon Corp

Filed Jun 30, 2025 · FY20250001005229-25-000171

Open on EDGAR

  1. DIRECTOR NOMINEES

    DIRECTOR NOMINEES The leadership structure of our Board is designed to promote robust oversight, independent viewpoints and the promotion of the overall effectiveness of the Board. Our Corporate Governance and Nomination Committee and our Board have determined that the director nominees possess a broad range of attributes, viewpoints and experiences to effectively oversee Columbus McKinnon’s long-term business strategy. The following table provides summary information about each director nominee. Biographical information about each nominee, as well as highlights of certain notable skills, qualifications, attributes and experiences that contributed to the nominee’s selection for election at our Annual Meeting, are included herein.

  2. DIRECTOR NOMINEES

    | | | | | | | Board Committees | | | | Name | Primary Occupation | Director Since | Age | Independent | Position | Audit | Human Capital, Compensation & Succession | Corporate Governance & Nomination | | Gerald G. Colella | Chairman of the Board of MKS Instruments; Former President & Chief Executive Officer of MKS Instruments | 2021 | 68 | ✓ | Board Chair | | | | | Kathryn V. Bohl | Director at Generac Holdings; Former EVP, Chief Services and Fulfillment Officer of Sleep Number | 2017 | 64 | ✓ | Lead Director | | | | | David J. Wilson | President & CEO of Columbus McKinnon; Director of Modine Manufacturing Company | 2020 | 56 | | Director | | | | | Aziz S. Aghili | Director of Graphic Packaging Holding Company; Former Executive Vice President of Dana Incorporated | 2018 | 66 | ✓ | Director | | | | | Jeanne Beliveau- Dunn | Chief Executive Officer and President of Claridad, LLC | 2020 | 65 | ✓ | Director | | | | | Michael Dastoor | Chief Executive Officer of Jabil Inc. | 2021 | 59 | ✓ | Director | | | | | Chad R. Abraham | Chairman and Chief Executive Officer of Piper Sandler | 2021 | 56 | ✓ | Director | | | | | Rebecca Yeung | Former Corporate Vice President, Operations Science & Advanced Technology of FedEx Corporation | 2023 | 53 | ✓ | Director | | | | | Chris J. Stephens, Jr. | Former Senior Vice President and Chief Financial Officer of Sealed Air Corporation and Barnes Group | 2024 | 60 | ✓ | Director | | | |

  3. DIRECTOR NOMINEES

    Committee Member Committee Chair

  4. DIRECTOR NOMINEES

    | 6 | | | | | 2025 Proxy Statement | |

  5. DIRECTOR NOMINEE HIGHLIGHTS

    DIRECTOR NOMINEE HIGHLIGHTS Director succession planning is a robust and ongoing process at Columbus McKinnon. Our Board regularly evaluates the desired attributes in light of the Company’s strategy and evolving needs. We believe our nine director nominees bring a diverse and well-rounded range of attributes, viewpoints and experiences. We also believe that they represent an effective mix of deep Company knowledge and fresh perspectives.

  6. DIRECTOR NOMINEE HIGHLIGHTS

    | Board Composition | Board Independence | | | 8 of 9 director nominees are independent All Board Committees are independent | | | Mix of Ages | | | 50–58 59–64 65+ Average Age: 60.8; 78% are 65 or younger | | | Range of Tenures | | Overall Diversity: 44% | 0–3 4–6 7+ Average Tenure: 4.4 years |

  7. DIRECTOR NOMINEE HIGHLIGHTS

    | | | 7 | | | 2025 Proxy Statement | |

  8. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS The Board is elected annually by shareholders to oversee the long-term health, overall success and financial strength of the Company’s business. The Corporate Governance and Nomination Committee is responsible for considering candidates for the Board and recommending director nominees to the Board. Our Board believes that its overriding responsibility is to offer oversight, guidance and the benefit of its collective experience to help our management understand the risks confronting and opportunities available to our Company. In furtherance of this responsibility, our Board has adopted a General Corporate Governance Policy setting forth certain policies, guidelines and procedures it deems important to successful satisfaction of this responsibility. These policies and procedures include guidelines as to the eligibility, independence, evaluation, education, succession planning, compensation and indemnification of our Directors, as well as with respect to specific transactions requiring the prior formal approval of our Board. A copy of our General Corporate Governance Policy is posted on the Investor Relations section of the Company’s website at investors.cmco.com.

  9. NEW BOARD DEVELOPMENTS

    NEW BOARD DEVELOPMENTS

  10. NEW BOARD DEVELOPMENTS

    | Mr. Michael Dastoor | Mr. Michael Dastoor stepped down as Chair of the Audit Committee in July 2024 in connection with his appointment as Chief Executive Officer of Jabil Inc. He continues to serve as a member of the Audit Committee. |

  11. NEW BOARD DEVELOPMENTS

    | Mr. Chris Stephens, Jr. | Mr. Chris Stephens Jr. was appointed as Chair of the Audit Committee in July 2024. In connection with his appointment, he stepped down from his role as a member of the Human Capital, Compensation and Succession Committee. |

  12. NEW BOARD DEVELOPMENTS

    | Mr. Gerald Colella | Mr. Gerald Colella was appointed as a member of the Human Capital, Compensation and Succession Committee in July 2024. |

  13. NEW BOARD DEVELOPMENTS

    | Mr. Aziz Aghili | Mr. Aziz Aghili retired from his position as EVP of Dana Incorporated (NYSE: DAN) ("Dana") and President of Dana’s Commercial Vehicle Drive and Motion Systems on June 30, 2024. |

  14. NEW BOARD DEVELOPMENTS

    | Ms. Rebecca Yeung | Ms. Rebecca Yeung retired from her position as Corporate VP, Operations Science & Advanced Technology at FedEx Corporation (NYSE: FDX) on December 31, 2024. |

  15. NEW BOARD DEVELOPMENTS

    The Company’s committee leadership has also been refreshed. The new committee chairs are as follows: •Ms. Jeanne Beliveau-Dunn, Chair of the Human Capital, Compensation and Succession Committee and Cyber Sub-Committee •Mr. Aziz Aghili, Chair of the Corporate Governance and Nomination Committee •Mr. Chris Stephens, Jr., Chair of the Audit Committee

  16. NEW BOARD DEVELOPMENTS

    | 10 | | | | | 2025 Proxy Statement | |

  17. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS The Board, upon the recommendation of its Corporate Governance and Nomination Committee, has nominated each of the Directors named for election at the Annual Meeting. Such individuals were selected based on their broad experience, wisdom, integrity, alignment with our values, understanding of the business environment, appreciation for strong ethics and appropriate corporate governance and their willingness to devote adequate time to their Board duties. The experience, qualifications, attributes and skills that led the Corporate Governance and Nomination Committee to conclude that each person should be nominated to serve as a Director are discussed in more detail below. The nominees included below are each standing for election for one of the nine positions on our Board. On October 18, 2022, the Company filed a Restated Certificate of Incorporation (the “Restated Charter”) with the Secretary of State of the State of New York, which removed the requirement that the Board consist of not less than three and no more than nine directors. The Restated Charter was approved at a special meeting of the Company's shareholders held on October 17, 2022. On October 20, 2022, the Board also adopted our By-Laws to, among other matters, remove the requirement that the Board consist of not less than three and no more than nine directors, except as otherwise provided therein. The Directors are to be elected at each annual meeting of shareholders and to serve for a term of one year or until their successors are duly elected and qualified. Each of the Directors attended at least 75% of the Board meetings and meetings of the committees of the Board on which that Director served that were held in fiscal 2025. Unless instructions to the contrary are received, it is intended that the shares represented by proxies will be voted "FOR" the election as Directors of Gerald G. Colella, Kathryn V. Bohl, David J. Wilson, Aziz A. Aghili, Jeanne Beliveau-Dunn, Michael Dastoor, Chad R. Abraham, Rebecca Yeung and Chris J. Stephens, Jr., each of whom has been previously elected by our shareholders. If any of these nominees should become unavailable for election for any reason, it is intended that the shares represented by the proxies solicited herewith will be voted for such other person as the Board shall designate. The Board has no reason to believe that any of these nominees will be unable or unwilling to serve if elected to office. Each of the nine individuals nominated for election to the Board would hold office until the 2026 Annual Meeting of Shareholders (the "2026 Annual Meeting") and until his or her successor is elected and qualified. Each nominee has agreed to serve as a Director if elected. If for some unforeseen reason a nominee becomes unwilling or unable to serve, the Board may reduce the number of Directors that serve on the Board or choose a substitute nominee in accordance with our By-Laws. If a substitute nominee is chosen and you have submitted your proxy, the proxy holders may vote your shares for the substitute nominee in their discretion, however, a shareholder who executes a proxy may revoke it at any time before it is exercised by giving written notice to the Secretary at 13320 Ballantyne Corporate Place, Suite D, Charlotte, NC 28277, by appearing at the virtual Annual Meeting and voting their shares, or by submitting another duly executed proxy bearing a later date.

  18. ELECTION OF DIRECTORS

    | | | 11 | | | 2025 Proxy Statement | |

  19. ELECTION OF DIRECTORS

    | Chad R. Abraham Director Since: November 2021 Age: 56 Principal Occupation: Chairman & CEO of Piper Sandler Board Committees: Member of Audit Committee | Chad Abraham was appointed an independent Director of the Company in November 2021. He serves on the Audit Committee. Mr. Abraham’s deep understanding of the industrial landscape, experience as Chief Executive Officer of a public company, and track record of fostering transformation and growth are invaluable to Columbus McKinnon and significant additions to our Board. Mr. Abraham is currently Chairman and Chief Executive Officer of Piper Sandler (NYSE: PIPR). He has served as the Chairman of Piper Sandler’s board of directors since he became Chief Executive Officer in 2018. Mr. Abraham joined Piper Sandler in 1991 as an investment banking analyst in the technology sector. Following that role, he initiated and grew Piper Sandler’s presence in Menlo Park, CA, and later advanced to the head of capital markets. In 2010, he was promoted to Global Co-Head of Investment Banking and Capital Markets before he was appointed Chair and Chief Executive Officer in 2018. Mr. Abraham holds a bachelor’s degree in economics and political science from Northwestern University. Qualifications Mr. Abraham is an audit committee financial expert on our Board and his qualifications to serve as a member of the Board include his senior leadership and public company board and governance experience, his financial and accounting experience as Chief Executive Officer and a track record of fostering transformation and growth. |

  20. ELECTION OF DIRECTORS

    | Aziz S. Aghili Director Since: May 2018 Age: 66 Principal Occupation: Retired from Dana Incorporated as Executive Vice President of Dana and President of Dana’s Commercial Vehicle Drive and Motion Systems in June 2024 Board Committees: Chair of Corporate Governance and Nomination Committee, and Member of Human Capital, Compensation and Succession Committee | Aziz Aghili was appointed an independent Director of the Company in May 2018. He served on the Audit Committee from July 2022 through February 2023. He serves on the Human Capital, Compensation and Succession Committee as well as the Corporate Governance and Nomination Committee and was appointed Chair of the Corporate Governance and Nomination Committee in February 2023. Mr. Aghili retired from his position as the Executive Vice President of Dana and President of Dana’s Commercial Vehicle Drive and Motion Systems in June 2024, a position in which he has served since October 2023. Mr. Aghili has also served on the board of directors of Graphic Packaging Holding Company (NYSE: GPK) since 2022 and as an independent director on the board of NFI Group Inc. (TSX: NFI, OTC: NFYEF, TSX: NFI.DB) since January 2025. Mr. Aghili joined Dana in 2009 as President of Dana Europe and was named President of Dana Asia-Pacific in 2010. Prior to joining Dana, Mr. Aghili held various leadership roles over his 20-year tenure with ArvinMeritor, where he most recently served as Vice President and General Manager of Body Systems. While at ArvinMeritor, he held strategic leadership positions worldwide, including Vice President and General Manager of Asia Pacific and Vice President of Global Procurement, Commercial Marketing and Business Development - Asia Pacific. Before joining ArvinMeritor, he worked for Nissan Motor Company and General Electric Plastics. Mr. Aghili holds a bachelor’s degree in mechanical engineering from Teesside Polytechnic University in the United Kingdom. He also holds graduate diplomas in business administration from the University of New South Wales and international management and business administration from the INSEAD Business School in France. Qualifications Mr. Aghili’s qualifications to serve on the Board include his senior leadership and corporate governance experience, his global manufacturing and operations experience in motion and electronic drive products, and his background in operational excellence. |

  21. ELECTION OF DIRECTORS

    | 12 | | | | | 2025 Proxy Statement | |

  22. ELECTION OF DIRECTORS

    | Jeanne Beliveau-Dunn Director Since: March 2020 Age: 65 Principal Occupation: Chief Executive Officer and President of Claridad, LLC Board Committees: Chair of Human Capital, Compensation and Succession Committee, Member of Corporate Governance and Nomination Committee, and Member and Lead of Cybersecurity sub- committee | Jeanne Beliveau-Dunn was appointed an independent Director of the Company in March 2020. She serves as Chair of the Human Capital, Compensation, and Succession Committee, and is a member of the Corporate Governance and Nomination Committee. She also serves as the lead on the Cybersecurity Sub-Committee. Ms. Beliveau-Dunn has served since 2018 as Chief Executive Officer and President of Claridad LLC, a software and services company focused on automated logistics, Cybersecurity and AI. Ms. Beliveau-Dunn also has served on the board of directors for Edison International (NYSE: EIX), a generator and distributor of electric power, since 2019 and served on the board of directors of Xylem Inc. (NYSE: XYL), an industrial water solutions technology company, from 2017 until May 2025. She advises tech start-ups in AI, logistics automation, and Cybersecurity and works on the cutting edge of industrial tech. She is the Founder of the IoT Talent Consortium (Internet of things), a non-profit, leading Industrial and tech companies partnerships on industrial automation. She is also been a National Association of Corporate Director fellow since 2019 Before her position with Claridad LLC, Ms. Beliveau-Dunn was the Vice President and General Manager of Cisco Systems Inc. (Nasdaq: CSCO), a global developer, manufacturer, and seller of high-tech products and services in networking hardware, software, telecommunications equipment, and security. During her tenure with Cisco, she held several leadership positions, including VP and General Manager of Cisco’s most profitable business, Product Marketing, Global Channels, and Sales until April 2018. She was also the founder and leader of the Internet Business Solutions Group. Ms. Beliveau-Dunn holds a Bachelor of Science degree in marketing, business law, and computer science from the University of Massachusetts. She also completed the Executive MBA and business leadership programs from Massachusetts Institute of Technology and Harvard Business School. She is highly recognized by several organizations including Women Inc., "Most Influential Corporate Directors" in 2018, Silicon Valley Business Journal "Women of Influence" in 2015, and the 2023 NACD Directorship 100. She also regularly engages in Stanford’s Governance program for directors. Qualifications Ms. Beliveau-Dunn brings immense value to Columbus McKinnon from 30 years of experience as a transformational executive and business leader in technology and industrial automation. She brings extensive experience in building and running large global businesses, infrastructure, cybersecurity, AI, SaaS and manufacturing. She led product and services businesses and ran marketing, business operations, and employee and leadership development. She has experience in the acquisition and integration of notable companies and worked extensively with the investor community. She also has public company board, compensation, audit, and governance experience. |

  23. ELECTION OF DIRECTORS

    | | | 13 | | | 2025 Proxy Statement | |

  24. ELECTION OF DIRECTORS

    | Kathryn V. Bohl Director Since: October 2017 Elected Lead Director April 1, 2023 Age: 64 Principal Occupation: Retired from Sleep Number Corporation as EVP, Chief Services and Fulfillment Officer Board Committees: Lead Independent Director and Member of Human Capital, Compensation and Succession Committee and Corporate Governance and Nomination Committee | Kathryn Bohl was appointed an independent Director of the Company in October 2017. She serves as Lead Independent Director and is a member of the Human Capital, Compensation and Succession Committee and Corporate Governance and Nomination Committee. She served as the Chair for the Corporate Governance and Nomination Committee and as a member of the Human Capital, Compensation and Succession Committee, as well as a member of the Audit Committee, until her election as Lead Independent Director on April 1, 2023. Ms. Bohl has also served as a member of the board of directors of Generac Holdings, Inc. (NYSE: GNRC) since 2016. Ms. Bohl was the EVP, Chief Services and Fulfillment Officer at Sleep Number Corporation (Nasdaq: SCSS) until her retirement in 2016. Ms. Bohl held various leadership positions over her 11 years, including EVP, Products and Services and SVP, Global Supply Chain Officer. Ms. Bohl served on the Executive Board of the International Sleep Products Association as Vice Chair and Chair from 2013 to 2015. Prior to her tenure at Sleep Number, she held VP and General Management operating roles at General Electric, spanning 22 years in ‘B2B’ businesses, including GE Healthcare and GE Information Services. Ms. Bohl serves as Executive Co-Chair for the Minnesota Chapter of Women Corporate Directors. Ms. Bohl holds a Bachelor of Science degree in mechanical engineering from Michigan State University. Qualifications Ms. Bohl’s qualifications to serve on the Board include her senior leadership, public company board and governance experience, and her international supply chain experience, as well as her experience with strategy, risk management, technology development, regulatory compliance and leadership development. She is a recognized leader in Corporate Governance with honors, including the 2022 NACD Directorship 100 and 2019 Outstanding Directors by Twin Cities Business Magazine. |

  25. ELECTION OF DIRECTORS

    | Gerald G. Colella Director Since: November 2021 Appointed Board Chair on April 1, 2023 Age: 68 Principal Occupation: Chairman MKS Instruments Board Committees: Member of Human Capital, Compensation and Succession Committee | Gerald (Jerry) Colella was appointed independent Director of the Company in November 2021. He serves on the Human Capital, Compensation and Succession Committee and previously served on the Corporate Governance and Nomination Committee until his appointment as Board Chair on April 1, 2023. Mr. Colella has also served as the Chairman of the Board for MKS Instruments, Inc. (Nasdaq: MKSI) ("MKS Instruments") since 2020, a member of the Board of Trustees of the University of Massachusetts, and treasurer of the University of Massachusetts Building Authority. Previously, he served on the Board of Directors for GCP Applied Technologies (NYSE: GCP) from 2017 to 2020. In 2020, Mr. Colella retired as President and Chief Executive Officer of MKS Instruments after 36 years. His experience with MKS Instruments spanned from Vice President of Worldwide Operations to Chief Business Officer and later Chief Operating Officer. Mr. Colella holds a bachelor’s degree in secondary education and teaching from the University of Lowell and an MBA from Southern New Hampshire University. He also holds an honorary doctorate from the University of Massachusetts. Qualifications Mr. Colella’s qualifications to serve on the Board include his senior leadership and governance experience, his financial and accounting leadership and deep industrial technology experience, combined with his track record of expanding into new geographies and markets while delivering sustainable and profitable growth. |

  26. ELECTION OF DIRECTORS

    | 14 | | | | | 2025 Proxy Statement | |

  27. ELECTION OF DIRECTORS

    | Michael Dastoor Director Since: May 2021 Age: 59 Principal Occupation: Chief Executive Officer Jabil Inc. Board Committees: Member of Audit Committee | Michael Dastoor was appointed an independent Director of the Company in May 2021. He serves as a member of the Audit Committee and served as Chair of the Audit Committee until July 2024. He also served on the Human Capital, Compensation and Succession Committee from July 2022 through February 2023. Mr. Dastoor has served as the Chief Executive Officer of Jabil Incorporated (NYSE: JBL) ("Jabil"), a global manufacturing services company, since 2024. He served as Executive Vice President and Chief Financial Officer of Jabil from 2018 to 2024. He held multiple leadership roles across Jabil’s global markets since joining Jabil in 2000, including serving as Senior Vice President, Controller from 2010 to 2018. Prior to joining Jabil, Mr. Dastoor worked for seven years as Regional Chief Financial Officer at Inchape plc (LSE: INCH). He holds degrees in finance and accounting from the University of Mumbai (formerly the University of Bombay) and is a chartered accountant through the Institute of Chartered Accountants in England and Wales, where he spent six years in auditing covering the United Kingdom and Europe. Qualifications Mr. Dastoor is an audit committee financial expert on our Board and his qualifications to serve on the Board include his senior executive leadership skills and governance experience, his financial and accounting leadership for the engineering services, electronics manufacturing and automotive industries and his international experience, particularly in the Southeast Asia and Latin America regions. |

  28. ELECTION OF DIRECTORS

    | Chris J. Stephens, Jr. Director Since: March 2024 Age: 60 Principal Occupation: Retired from Sealed Air Corporation as SVP and Chief Financial Officer Board Committees: Chair of Audit Committee | Chris J. Stephens Jr. was appointed an independent Director of the Company in March 2024. He serves as the Chair of the Audit Committee. He previously served on the Board of Directors of PGT Innovations (NYSE: PGTI) ("PGTI"), a national leader in premium windows and doors, from 2023 until PGTI was acquired by MITER Brands in early 2024. He is also a member of Fairfield University’s Dolan School of Business Advisory Board. Mr. Stephens is a seasoned, global industrial leader. He served as SVP & Chief Financial Officer of Sealed Air (NYSE: SEE) from January 2021 until his retirement in April 2023. Prior to Sealed Air, he served as SVP & Chief Financial Officer of Barnes Group (NYSE: B). In his Chief Financial Officer roles, he was a critical leader driving strategic transformation to deliver growth and operating leverage. Prior to his time at the Barnes Group, Mr. Stephens also served in a variety of Finance and P&L leadership roles at Boeing and Honeywell. He has demonstrated an extensive career track record in financial leadership and business transformation knowledge, including mergers and acquisitions, across the aerospace, industrial and manufacturing sectors. A Certified Public Accountant, Mr. Stephens earned an MBA from Virginia Tech’s Pamplin School of Business and a bachelor’s degree in accounting from King’s College. Qualifications Mr. Stephens is an audit committee financial expert on our Board and his qualifications to serve on the Board include his senior leadership and public company board and governance experience, his 35 years of experience in financial and operational leadership and his track record of executing business transformation and growth both organically and through M&A in attractive target end markets. |

  29. ELECTION OF DIRECTORS

    | | | 15 | | | 2025 Proxy Statement | |

  30. ELECTION OF DIRECTORS

    | David J. Wilson Director Since: June, 2020 Age: 56 Principal Occupation: President and Chief Executive Officer of Columbus McKinnon | David Wilson joined Columbus McKinnon on June 1, 2020, as President and Chief Executive Officer. Prior to joining Columbus McKinnon, Mr. Wilson served as President of Flowserve Corporation’s Pumps Division from 2018 to 2020. He joined Flowserve in 2017 as the President of Flowserve’s Industrial Products Division. Prior to Flowserve, Mr. Wilson was President of the Industrial segment of SPX FLOW, Inc. He was with SPX Corporation, and subsequently SPX FLOW, between 1998 and 2017 progressing through a series of promotions that included the leadership of several global operating businesses and six years in Asia serving as the President of Asia Pacific. Mr. Wilson also led several successful corporate development initiatives while serving as Vice President of Business Development for multiple businesses. Before joining SPX, he held operating and engineering leadership positions at Polaroid Corporation. In addition to serving as a Director on our Board, Mr. Wilson has served on the board of directors of Modine Manufacturing Company (NYSE: MOD) since 2022 and serves on the board of directors of the National Association of Manufacturers. He also serves on the Board of Trustees of the Manufacturers Alliance. Mr. Wilson previously served on the Hydraulic Institute Board of Directors and the Maine College of Art (MECA) Board of Trustees. Mr. Wilson is a recipient of Shanghai, China’s prestigious Silver (2011) and Gold (2013) Magnolia Awards and served as an Officer and Executive Committee Member of the Pan Asia Chapter of the Young Presidents’ Organization. Mr. Wilson holds a Bachelor of Science degree in electrical engineering from the University of Massachusetts and studied for a master’s degree in business administration at the F.W. Olin Graduate School of Business at Babson College. Mr. Wilson also completed graduate-level coursework at Tsinghua University in Beijing, China, and at the University of Lausanne/IMD in Lausanne, Switzerland. Qualifications Mr. Wilson’s qualifications to serve on the Board include his senior leadership, operational excellence and customer-centric commercial experience, international and business development skills, and demonstrated track record for delivering results. |

  31. ELECTION OF DIRECTORS

    | 16 | | | | | 2025 Proxy Statement | |

  32. ELECTION OF DIRECTORS

    | Rebecca Yeung Director Since: January 2023 Age: 53 Principal Occupation: Retired from FedEx Corporation as Corporate Vice President, Operations Science & Advanced Technology Board Committees: Member of Corporate Governance and Nomination Committee | Rebecca Yeung was appointed an independent Director of the Company in January 2023. She serves on the Corporate Governance and Nomination Committee. Ms. Yeung’s deep understanding of the industrial landscape and strategic insights and skills adds a valuable perspective to our Board. Ms. Yeung brings to the Board nearly 30 years of global experience in both strategy and operations technology. The majority of her career has been at FedEx Corporation (NYSE: FDX) ("FedEx") in various roles from 1998 to 2024. At FedEx, she served in various marketing and corporate strategy roles including Manager, Strategic Programs; Staff Director, Service Experience & Operations Technology; VP Advanced Technology and Innovation; and, prior retiring on December 31, 2024, as Corporate VP, Operations Science & Advanced Technology, a role Ms. Yeung held since 2021. Prior to joining FedEx, she was a Management Consultant at the China-Britain Consulting Group in Shanghai, China. In addition to serving as a Director on our Board, Ms. Yeung has served on the board of directors of Royal Caribbean Cruises Ltd. (NYSE: RCL) since 2023. Ms. Yeung is a graduate of Fudan University, Shanghai, China, and has an MBA from the Robert H. Smith School of Business, University of Maryland. Qualifications Ms. Yeung’s qualifications to serve on the Board include her operations technology background (including AI-enabled robotics, warehouse and supply chain automation, and data-centered logistics), global experience and strategic skills, combined with her deep knowledge of Asia, enhance the growth acumen and depth of our Board and provide insights into the megatrends of automation and digitization. In 2024, Ms. Yeung was recognized by Reuters Events as Top 20 Trailblazing Women who demonstrate real influence, impact and leadership in large-scale enterprise AI deployment. |

  33. ELECTION OF DIRECTORS

    | PROPOSAL 1 | The Board of Directors Recommends a Vote "FOR" Each of the Director Nominees. | FOR |

  34. ELECTION OF DIRECTORS

    | | | 17 | | | 2025 Proxy Statement | |

  35. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The Board approves the compensation for non-management Directors based on recommendations made by the Corporate Governance and Nomination Committee in collaboration with the Human Capital, Compensation and Succession Committee. The Board has designed the Director compensation program to achieve four primary objectives: •Attract and retain talented Directors with the skills and capabilities to execute on Columbus McKinnon’s strategy; •Fairly compensate Directors for the work required in a company of Columbus McKinnon’s size, industry and scope; •Recognize the individual roles and responsibilities of the Directors; and •Align Directors’ interests with the long-term interest of our shareholders

  36. DIRECTOR COMPENSATION PROCEDURES

    DIRECTOR COMPENSATION PROCEDURES The Corporate Governance and Nomination Committee and the Human Capital, Compensation and Succession Committee annually review the compensation program for Columbus McKinnon’s Directors. Meridian, Columbus McKinnon’s’ independent compensation consultant, provides competitive compensation data and Director compensation program recommendations to the Committees for review. The competitive compensation data includes information regarding the compensation (cash, equity and other benefits) of the non-management directors within Columbus McKinnon’s comparator group and industry benchmarks. Based on its review of the competitive market data and guidance from Meridian in the fourth quarter of fiscal 2025, the Corporate Governance and Nomination Committee and the Human Capital, Compensation and Succession Committee each determined that the Company’s Director compensation program meets the objectives listed above.

  37. DIRECTOR COMPENSATION STRUCTURE

    DIRECTOR COMPENSATION STRUCTURE The Company uses a combination of cash and stock-based incentive compensation to attract and retain qualified candidates to serve on our Board. In fiscal 2025, each non-employee Director was eligible to receive an annual cash retainer of $90,000 plus the following amounts for specified Board service, which amounts were pro-rated for any partial year service:

  38. DIRECTOR COMPENSATION STRUCTURE

    | Chair of the Board | $80,000 | | Lead Independent Director | 45,000 | | Audit Committee Chair | 20,000 | | Human Capital, Compensation and Succession Committee Chair | 20,000 | | Corporate Governance and Nomination Committee Chair | 20,000 |

  39. DIRECTOR COMPENSATION STRUCTURE

    In fiscal 2025, the equity-based portion of each non-employee Director’s annual retainer consisted of 3,514 shares of common stock that vested immediately.

  40. DIRECTOR NON-QUALIFIED DEFERRED COMPENSATION PLAN

    DIRECTOR NON-QUALIFIED DEFERRED COMPENSATION PLAN We maintain a “nonqualified” deferred compensation plan for our Directors. The plan is an unfunded plan intended to help participants supplement their retirement income while providing them with an opportunity to invest a portion of their cash and/or stock compensation. Under the plan, each Director who receives cash and stock compensation for Board service may elect to defer all or a portion of his or her cash and/or stock compensation in a calendar year.

  41. DIRECTOR NON-QUALIFIED DEFERRED COMPENSATION PLAN

    | 32 | | | | | 2025 Proxy Statement | |

  42. DIRECTOR NON-QUALIFIED DEFERRED COMPENSATION PLAN

    | Director Compensation |

  43. COMPENSATION OF DIRECTORS

    COMPENSATION OF DIRECTORS The following table sets forth the compensation of the Company’s Directors for the fiscal year ended March 31, 2025.

  44. COMPENSATION OF DIRECTORS

    | Director | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2)(3) ($) | Total(4) ($) | | Chad R. Abraham(7) | 90,000 | — | 90,000 | | Aziz S. Aghili(8) | 110,000 | — | 110,000 | | Jeanne Beliveau-Dunn(6) | 110,000 | — | 110,000 | | Kathryn V. Bohl(6) | 135,000 | — | 135,000 | | Gerald G. Colella | 170,000 | 130,018 | 300,018 | | Michael Dastoor | 100,000 | 130,018 | 230,018 | | Chris J. Stephens Jr, | 93,596 | 130,018 | 223,614 | | David J. Wilson(5) | — | — | — | | Rebecca Yeung | 90,000 | 130,018 | 220,018 |

  45. COMPENSATION OF DIRECTORS

    (1)For each Director, the amount set forth in the fees earned or paid in cash column reflects the annual Director cash retainer in the amount of $90,000 pro-rated from May 2024. In addition, the amount set forth for Mr. Colella includes the Chair of the Board fee earned for fiscal 2025 in the amount of $80,000, and for Messrs. Aghili, Dastoor and Stephens and Mses. Beliveau-Dunn and Bohl, the amount set forth includes committee chair fees earned for fiscal 2025. (2)Reflects the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 of awards of common stock ($130,000 for each Director). The grant date fair value for each share of restricted stock and RSUs is equal to the market price of our common stock on the date of grant. This figure includes $130,018 in shares of common stock that were granted with immediate vesting provisions. (3)As the Company’s Director compensation program includes a stock deferral opportunity, the following Directors held the following number of unvested RSUs as of March 31, 2025: Mr. Abraham, Mr. Aghili and Ms. Bohl: 10,793 unvested RSUs; Ms. Beliveau-Dunn: 13,534 unvested RSUs; and Mr. Dastoor: 3,168 unvested RSUs. (4)No additional fees are paid for attendance at Board or committee meetings. Our Directors are reimbursed for reasonable expenses incurred in attending such meetings. (5)Mr. Wilson received no separate compensation as a Director of the Company. (6)Ms. Beliveau-Dunn and Ms. Bohl each elected to defer 100% of their fiscal 2025 equity award consisting of 3,514 shares of common stock, valued at $130,018. Distribution of deferred stock will occur within 60 days upon separation from the Company, death, disability, or change in control. The deferred stock will be administered and issued in accordance with the Columbus McKinnon Corporation Second Amended and Restated 2016 Long-Term Incentive Plan (the "2016 LTIP"). (7)Mr. Abraham elected to defer 100% of his fiscal 2025 equity award consisting of 3,514 shares of common stock, valued at $130,018. Distribution of deferred stock will occur on February 1, 2032, or upon separation from the Company, death, disability, or change in control. The deferred stock will be administered and issued in accordance with the 2016 LTIP. (8)Mr. Aghili elected to defer 100% of his fiscal 2025 equity award consisting of 3,514 shares of common stock, valued at $130,018. Distribution of deferred stock will occur on January 1, 2027, or upon separation from the Company, death, disability, or change in control. The deferred stock will be administered and issued in accordance with the 2016 LTIP.

  46. COMPENSATION OF DIRECTORS

    | | | 33 | | | 2025 Proxy Statement | |

  47. EXECUTIVE COMPENSATION PRACTICES

    | What We Do | | Pay-for-Performance Philosophy | | PSUs with Vesting Subject to Achievement of Key Performance Metrics | | Minimum Stock Ownership Policy for NEOs | | Double Trigger Equity Acceleration Upon a Change in Control | | Independent Consultant Retained by Human Capital, Compensation and Succession Committee | | Regular Review of Share Utilization | | Maintain a Clawback Policy Broader than SEC Requirements | | Review Compensation-Related Risks |

  48. EXECUTIVE COMPENSATION PRACTICES

    | What We Do Not Do | | No Excise Tax Gross Ups Upon Change in Control | | No High Percentage of Fixed Compensation | | No Excessive Executive Perquisites | | No Tax Gross Ups on Welfare Benefits | | No Repricing of Underwater Stock Options Without Shareholder Approval | | No Permitted Hedging, Pledging, Short Sales, or Derivative Transactions in Company Stock | | No Guaranteed Salary Increases or Guaranteed Annual Incentive Bonuses for NEOs |

  49. COMPENSATION COMMITTEE ADVISORS

    COMPENSATION COMMITTEE ADVISORS The Compensation Committee has the authority under its charter to engage the services of outside consultants to determine the scope of the consultants’ services. Since September 2023, Meridian Compensation Partners ("Meridian") has been engaged to advise the Compensation Committee on certain matters related to executive compensation, including: •peer group selection for purposes of benchmarking pay levels and design practices; •market pay and market trend analyses to assist the Compensation Committee in targeting executive compensation at the desired level versus market; •review and advice on the Compensation, Discussion and Analysis section included in this proxy statement; •advice in connection with the Compensation Committee’s risk analysis of the Company’s compensation policies and practices; •regular updates on legislative, regulatory and proxy advisor trends and developments; •review of incentive design programs and practices; and •other requests relating to executive compensation issues. Additionally, our compensation consultants attended in person or by telephone all Compensation Committee meetings during fiscal 2025. After taking into consideration the factors listed in Nasdaq Listing Rule 5605(d)(3)(D), the Compensation Committee concluded that there were no conflicts of interest with respect to the engagement of Meridian as our independent compensation consultant during fiscal 2025.

  50. 2025 PEER GROUP

    2025 PEER GROUP The Compensation Committee, with the assistance of Meridian, selected a peer group of companies of comparable size, which reflect the types of companies with which we compete for talent to inform our compensation decisions (the “Peer Group”). We use a broader industrial market reference in determining our Peer Group because the number of direct product and service market competitors of adequate size is limited. Many of the companies that provide similar products and services are privately held, headquartered overseas, or part of a larger enterprise; therefore, executive compensation data may be either unavailable or of limited applicability to the U.S. labor market in which we principally compete. In determining appropriate compensation opportunities for our NEOs, the Compensation Committee reviewed market data provided by Meridian from a custom group of peer companies, which was developed by considering multiple factors, including annual revenue, market capitalization, EBITDA margins, enterprise value, percentage of non-US revenues and P/E multiples. The Peer Group for fiscal 2025 used for benchmarking purposes consisted of the following 20 companies:

  51. 2025 PEER GROUP

    | Fiscal 2025 Peer Group | | | | Alamo Group Inc. | Albany International Corp. | Astec Industries, Inc. | | ATS Corporation | Barnes Group Inc. | Commercial Vehicle Group, Inc. | | Enerpac Tool Group Corp. | EnPro Inc. | ESCO Technologies Inc. | | Federal Signal Corporation | Franklin Electric Co., Inc. | Graco Inc. | | Helios Technologies, Inc. | Kadant Inc. | L.B. Foster Company | | The Manitowoc Company, Inc. | Mueller Water Products, Inc. | RBC Bearings Incorporated | | Standex International Corporation | Tennant Company | |

  52. 2025 PEER GROUP

    Custom Peer Group data was supplemented with general industry data from a size appropriate data cut from the Willis Towers Watson Executive Compensation Survey.

  53. 2025 PEER GROUP

    | | | 43 | | | 2025 Proxy Statement | |

  54. ELEMENTS OF OUR COMPENSATION PROGRAM FOR NEOs

    | Element | Description | Key Objective | | Base Salary | Provide a fixed level of current cash compensation consistent with the executive’s primary duties and responsibilities | Designed to be market competitive and enable the Company to attract and retain talented executives | | Short-Term Incentives — Annual Incentive Plan | Provide “at risk” compensation directly tied to attainment of annual key business objectives | Designed to motivate and reward achievement of financial, operational and strategic goals | | Long-Term Incentives — Stock Options | Align executives with shareholders and offer retention with gradual vesting schedule. Provide motivation for long-term goals and overall growth | Designed to be market competitive, motivate and reward achievement of stock price growth and align executive’s interests with those of the shareholders | | Long-Term Incentives — Restricted Stock Units (Time-based) | Align executives with shareholders and offer retention with gradual vesting schedule. Provide motivation for long-term goals and overall growth | Designed to retain executives and align their interests with those of our shareholders | | Long-Term Incentives — Restricted Stock Units (Performance-based) | Provide variable compensation based on performance achieved against pre-established goals | Designed to retain executives, align their interests with those of our shareholders and motivate and reward achievement of performance goals | | Retirement Benefits | Provide comprehensive retirement savings vehicles through qualified and non-qualified plans | Market-based retirement programs targeted to attract and retain talented executives while encouraging retirement savings | | Severance | Provide severance protection that is consistent with the plan for all of our officers | Designed to be competitive in the market and allow for the attraction of talented candidates |

  55. OUR TARGET PAY MIX

    | NEO | Base Salary ($) | Annual Incentive Target Opportunity ($) | Total Cash Compensation Opportunity ($) | Long-Term Incentive Target Opportunity ($) | Total Target Pay Opportunity ($) | | David J. Wilson | 925,000 | 925,000 | 1,850,000 | 3,700,000 | 5,550,000 | | Gregory P. Rustowicz | 515,000 | 360,500 | 875,500 | 849,750 | 1,725,250 | | Appal S. Chintapalli | 435,000 | 261,000 | 696,000 | 565,500 | 1,261,500 | | Alan S. Korman | 465,000 | 279,000 | 744,000 | 604,500 | 1,348,500 | | Adrienne M. Williams | 400,000 | 220,000 | 620,000 | 440,000 | 1,060,000 | | Bert A. Brant | 425,000 | 233,750 | 658,750 | 552,500 | 1,211,250 |

  56. ANNUAL INCENTIVE PLAN

    ANNUAL INCENTIVE PLAN An important tenet of our compensation philosophy is the belief that annual cash incentives should be based upon actual performance measured against specified key business and financial metrics. Our Compensation Committee adopts performance measures that are intended to align with market practices of the Peer Group and public companies in general. The purpose of the Annual Incentive Plan is to attract, motivate, reward and retain highly qualified executives on a competitive basis and provide financial incentives that promote Company success as well as an assessment of the NEO’s individual contributions towards our key strategic initiatives and business unit performance where applicable. At the beginning of each fiscal year, our Compensation Committee recommends, and our Board approves, the key measures (“Drivers”) for the Annual Incentive Plan. The Annual Incentive Plan focuses on the short-term goals that are most important to our success over the fiscal year and that are generally within the control of the participants. It is the policy and ongoing intention of our Board to establish targeted performance levels for each Driver at the beginning of the fiscal year or the start of the respective performance period. Targeted performance levels are generally set for our Company as a whole, but may also encompass individual business units, groups, divisions, or individual performance levels, as appropriate. Drivers and targeted performance levels are based on the Board’s assessment of our priorities, outlook, current and projected economic conditions and other pertinent factors and are intended to be challenging, but achievable with significant and effective effort. The Board reviews audited year-end results to determine whether targeted performance levels have been met prior to paying out awards under the Annual Incentive Plan. The Board retains discretion to cap, reduce, or eliminate payments under the Annual Incentive Plan. The Board also determines the weighting to be assigned to each Driver. For most Drivers, goals are set at threshold, target and maximum levels. Payouts for these Drivers are determined by multiplying the appropriate weighting by the percentages outlined in the table below; linear interpolation is used to determine percentages when performance falls between levels. The aggregate payout to any NEO may not exceed 200% of target.

  57. ANNUAL INCENTIVE PLAN

    | Driver Performance Level | Percentage of Target (to be multiplied by weight for each driver) | | Maximum Performance Level (or higher) | 200% | | Target Performance Level | 100% | | Threshold Performance Level | 50% | | Below Threshold Performance Level | 0% |

  58. FISCAL 2025 ANNUAL INCENTIVE PLAN DESIGN

    FISCAL 2025 ANNUAL INCENTIVE PLAN DESIGN The Annual Incentive Plan for fiscal 2025 was designed to help us focus on increasing profitability while managing our strategic priorities to position the Company for longer-term profitable growth. For fiscal 2025, the mix of metrics for each NEO was as follows: •37.5% weight on Adjusted EBIT (which we define as operating income adjusted for currency translation, M&A activities and other unusual items) at the consolidated level; •37.5% weight on Free Cash Flow (which we define as cash flow from operations less capital expenditures); and •25% weight on Strategic Goals (which for fiscal 2025 focused on operational excellence, customer experience, transformational growth and delivering on our footprint simplification plan). While the strategic goal categories were the same across all of our NEOs and other executive officers, evaluation against those goals was customized based upon each individual’s contribution to achievement of those goals.

  59. FISCAL 2025 ANNUAL INCENTIVE PLAN DESIGN

    | | | 47 | | | 2025 Proxy Statement | |

  60. RESULTS AGAINST FISCAL 2025 ANNUAL INCENTIVE PLAN METRICS

    RESULTS AGAINST FISCAL 2025 ANNUAL INCENTIVE PLAN METRICS The fiscal 2025 financial targets, performance achieved as a percent of target and the fiscal 2025 payout percentages under each Driver are shown below:

  61. RESULTS AGAINST FISCAL 2025 ANNUAL INCENTIVE PLAN METRICS

    | ($ in Millions) | Fiscal 2025 Annual Incentive Plan — EBIT and Free Cash Flow | | | | | | Fiscal 2025 Drivers (April 1, 2024—March 31, 2025) | Threshold ($) | Target ($) | Maximum ($) | Result ($) | Fiscal 2025 Performance % of Target | | Adjusted EBIT(1) | 101.8 | 127.3 | 146.4 | 101.9 | 50% | | Free Cash Flow | 48.0 | 56.5 | 65.0 | 24.2 | 0% | | Strategic Goals (Key Business Objectives)(2) | 0% to 200% | | | | 98% |

  62. RESULTS AGAINST FISCAL 2025 ANNUAL INCENTIVE PLAN METRICS

    (1)Fiscal 2025 Adjusted EBIT was adjusted to eliminate the impact of foreign exchange and certain other one-time items. Fiscal 2025 Adjusted EBIT used in the determination of performance under the fiscal 2025 Annual Incentive Plan was computed as operating income as determined in accordance with GAAP adjusted for each of the adjustments used in the computation of Adjusted EBITDA for fiscal 2025 as set forth in the reconciliation table at the end of this proxy statement under the heading “Reconciliation of Non-GAAP Measures,” other than depreciation and amortization expense. (2)Strategic Goals percentage payout could range from 0% to 200%. Average NEOs Strategic Goals payout was 98%. Annual incentive targets, strategic and overall achievement percentages, as well as the overall incentive payment as a percentage of base salary awarded for fiscal 2025, are shown below:

  63. RESULTS AGAINST FISCAL 2025 ANNUAL INCENTIVE PLAN METRICS

    | NEO | Annual Incentive Plan Target for Fiscal 2025 (% of Base Salary) | Overall Annual Incentive Plan Rating (% of Target Award1) | Actual Payout Based on Performance Achieved (% of Base Salary) | | David J. Wilson | 100% | 44% | 44% | | Gregory P. Rustowicz | 70% | 44% | 31% | | Appal S. Chintapalli | 60% | 47% | 28% | | Alan S. Korman | 60% | 50% | 30% | | Adrienne M. Williams | 55% | 47% | 26% | | Bert A. Brant | 55% | 28% | 16% |

  64. RESULTS AGAINST FISCAL 2025 ANNUAL INCENTIVE PLAN METRICS

    (1)Overall Annual Incentive Plan Ratings were rounded to the nearest whole decimal.

  65. RESULTS AGAINST FISCAL 2025 ANNUAL INCENTIVE PLAN METRICS

    | 48 | | | | | 2025 Proxy Statement | |

  66. LONG-TERM INCENTIVE PROGRAM

    LONG-TERM INCENTIVE PROGRAM Awards of equity-based, long-term incentive program compensation to our executive officers are designed to support our business strategy and enhance the alignment of interests of our NEOs and shareholders. All long-term incentive program awards for our NEOs and directors must be approved by the Compensation Committee. The objectives of our long-term incentive program are to: •link compensation and our long-term performance; •better align key employees with our business strategies and our shareholders’ interests; and •provide opportunity for long-term compensation that is competitive with peer companies and sufficient to attract and retain executive talent to effectively manage our business objectives. In developing target levels for long-term incentive compensation for NEOs in conjunction with our current equity-based compensation strategy, the following factors were considered: •a competitive analysis; •the impact of the NEOs’ roles within our Company; and •the cost and share usage associated with the proposed plan.

  67. LONG-TERM INCENTIVE PROGRAM

    | NEO | Long-Term Incentive Target for Fiscal 2025 (% of Base Salary) | | David J. Wilson | 400% | | Gregory P. Rustowicz | 165% | | Appal S. Chintapalli | 130% | | Alan S. Korman | 130% | | Adrienne M. Williams | 110% | | Bert A. Brant | 130% |

  68. LONG-TERM INCENTIVE PROGRAM

    In fiscal 2025, the target long-term incentive mix for our NEOs consisted of PSUs (one-half of target value - 50%), time-based restricted stock units (“RSUs”) (one-quarter of target value - 25%), and non-qualified stock options (one-quarter of target value - 25%). Dollar values are converted to share numbers based on an estimate of expected value at initial grant. The following tables summarize the equity granted as part of the NEOs’ annual compensation for fiscal 2025:

  69. LONG-TERM INCENTIVE PROGRAM

    | NEO | Target Number of PSUs (#) | Options Granted (#) | RSUs Granted (#) | | David J. Wilson | 53,209 | 53,999 | 21,396 | | Gregory P. Rustowicz | 12,220 | 12,402 | 4,914 | | Appal S. Chintapalli | 8,133 | 8,254 | 3,271 | | Alan S. Korman | 8,694 | 8,823 | 3,496 | | Adrienne M. Williams | 6,328 | 6,422 | 2,545 | | Bert A. Brant | 7,946 | 8,064 | 3,195 |

  70. LONG-TERM INCENTIVE PROGRAM

    Grant represents target number of PSUs for fiscal 2025, granted on July 22, 2024.

  71. LONG-TERM INCENTIVE PROGRAM

    | | | 49 | | | 2025 Proxy Statement | |

  72. PSUs

    PSUs Grants of PSUs are made annually, with vesting dependent upon performance achieved against the relevant performance target. With respect to the PSUs that were granted to the NEOs in fiscal 2025, vesting of these PSUs will occur on the third anniversary of the date of grant based upon the Company’s sales growth and EBITDA margin improvement performance in fiscals 2025 through 2027. The sales growth and EBITDA margin improvement goals are equally weighted at 50%. Goals are set at the beginning of the three-year performance period and measured both annually and cumulatively (25% weight on each of the annual measurement periods and 25% weight on the cumulative measurement period), with the fully earned awards paid at the end of fiscal 2027. In establishing the threshold, target and maximum performance level for each performance measure, our Compensation Committee established goals intended to drive top quartile financial performance evaluated with guidance and advice from Meridian, our independent compensation consultant. These performance goals were established in early fiscal 2025, prior to significant changes in the macroeconomic environment in the second half of fiscal 2025, which impacted our results in fiscal 2025. Notably, our Compensation Committee did not make any adjustments to the 2025 performance goals notwithstanding this challenging environment. The PSUs granted in fiscal 2025, which are reflected in the Outstanding Equity Awards at Fiscal Year-End table contained in this proxy statement, are subject to vesting based on the performance and payout relationship as illustrated in the table below:

  73. PSUs

    | Driver Performance Level | Sales Growth | EBITDA Margin Improvement | Percentage of Award(1) | | Maximum | 9% | 80 bps | 200% | | Target | 5% | 50 bps | 100% | | Threshold | 1% | 0 bps | 50% | | Threshold not achieved | | | —% |

  74. PSUs

    (1)Award will be interpolated based upon achievement between Driver performance levels.

  75. VESTING OF FISCAL 2023 PSUs

    VESTING OF FISCAL 2023 PSUs As discussed in prior proxy statements, during fiscal 2023, the Company’s long-term incentive program for NEOs included awards of PSUs that vested at the end of fiscal 2025 based upon Company’s return on invested capital (“ROIC”) performance in fiscal 2025 as measured against ROIC performance targets for fiscal 2025. The long-term incentive program goals for the vesting of the PSU granted in fiscal 2023 was as follows: 0% of the PSUs were to vest for performance below threshold performance of ROIC of 5.5% for fiscal 2025, 50% of the target PSUs were to vest at threshold performance of ROIC of 5.5% for fiscal 2025, 100% of the target PSUs were to vest at the target performance of ROIC of 8.5% for fiscal 2025, and 200% of the target PSUs were to vest at or above maximum performance of ROIC of 10.0% for fiscal 2025, with interpolation based upon achievement between these levels. At its meeting in May 2025, the Compensation Committee certified that the ROIC for fiscal 2025 was 5.8%, resulting in 63.3% of the target number of PSUs vesting. The vesting date for this award occurred during fiscal 2026, and as such, the shares of common stock resulting from the vesting of such PSUs do not appear in the “Option Exercises and Stock Vested” table below.

  76. RSUs

    RSUs RSUs are designed to support executive retention and share ownership. In order to support retention and align executives with our stock performance over a longer horizon, RSUs vest 33% annually over the first through third anniversary from the grant date of awards. Dividends are reinvested during the vesting period and paid in additional shares once earned.

  77. RSUs

    | 50 | | | | | 2025 Proxy Statement | |

  78. STOCK OPTIONS

    STOCK OPTIONS Stock options are included to align management and shareholder interests by encouraging decisions and actions that result in long-term stock appreciation and ownership interest for management. To support retention and align executives with our stock performance over a longer horizon, grants generally vest 33% per year commencing on the first anniversary of the grant date and remain exercisable for 10 years from the date of grant. The exercise price for any stock option is equal to the fair market value on the date of grant, which is an average of the high and low price of a share of our common stock on the date of grant. The date of grant is the date of the Board meeting at which the option award is approved.

  79. NON-QUALIFIED DEFERRED COMPENSATION PLAN

    NON-QUALIFIED DEFERRED COMPENSATION PLAN We maintain a non-qualified deferred compensation plan (the “NQDC Plan”) under which eligible participants (including our Directors and U.S.-based NEOs) may elect to defer a portion of their cash compensation. The NQDC Plan offers a Company match and core contributions consistent with the benefits each individual is eligible for in our qualified 401(k) plan for excess contributions above the statutory limit. Employees may defer up to 75% of their base salary and up to 100% of annual short-term incentive cash compensation. Directors are permitted to defer up to 100% of their annual cash retainer amount. Payment of balances will occur in accordance with Internal Revenue Code Section 409A requirements.

  80. SEVERANCE

    SEVERANCE With the exception of Mr. Wilson, the Company has no employment agreements with its NEOs but does provide the NEOs with eligibility for severance benefits under our executive severance plan (the “Executive Severance Plan”) upon delivery of an acceptable release of legal claims. The Compensation Committee and our Board believe the severance benefits offered under Mr. Wilson’s employment agreement and in the Executive Severance Plan aid in attracting and retaining experienced executives and reflect fair compensation in the event of a qualifying termination. The Executive Severance Plan applies to our NEOs. Upon an eligible termination of employment, the plan provides: (i) cash payment of one times (1x) the NEO’s annual base salary in effect on the termination date; (ii) long-term incentive awards to be treated in the same manner as would occur upon the occurrence of a “Retirement” under the relevant equity award agreement and long-term incentive plan under which the equity awards were issued, health and welfare benefits at the active employee rate for one year; and (iii) outplacement services not to exceed $15,000.

  81. CHANGE-IN-CONTROL AGREEMENTS

    CHANGE-IN-CONTROL AGREEMENTS We have entered into change-in-control agreements with our NEOs and other officers. The intent of these agreements is to provide officers with financial security in the event of a change in control to facilitate a transaction which may benefit shareholders but result in job loss to executives. The change-in-control agreements provide for an initial term of one-year, which, absent delivery of notice of termination, is automatically renewed annually for an additional one-year term. Generally, each of the NEOs is entitled to receive, upon termination of employment without cause by the Company within six months preceding or 24 months after a change in control of our Company, or in the case an NEO terminates his or her employment for good reason within six months preceding or 24 months after a change in control of our Company, (i) a lump sum severance payment up to three times the sum of (a) his or her annual salary and (b) the greater of (1) the annual target incentive under the Annual Incentive Plan in effect on the date of termination and (2) the annual target incentive under the Annual Incentive Plan in effect immediately prior to the change in control, (ii) a lump sum payment, in cash, equal to thirty-six (36) times the monthly cost of continued coverage if COBRA is elected under the Company group health plans, (iii) a lump sum payment equal to the actuarial equivalent of the pension payment which he or she would have accrued under our tax-qualified retirement plans had he or she continued to be employed by us for three additional years,(iv) unless otherwise provided in an equity award agreement, all options, RSUs and PSUs become fully vested and (v) certain other specified payments. The events that trigger a change in control under these agreements include (i) the acquisition of 20% or more of our outstanding common stock by certain persons, (ii) certain changes in the membership of our Board, (iii) certain mergers or consolidations, (iv) certain sales or transfers of substantially all of our assets and (v) the approval by our shareholders of a plan of dissolution or liquidation. For purposes of the change-in control agreements, good reason is defined to include (i) a material diminution in position, duties, responsibilities or status as in effect preceding the change in control, (ii) material reduction in annual base salary as in effect on the date of the change in control, (iii) required relocation, (iv) failure by the Company to pay any then-current compensation within specified periods and (v) certain failures by the Company to comply with employment termination procedures.

  82. EXECUTIVE COMPENSATION TABLES

    | TABLE OF CONTENTS | | | Summary Compensation Table | 56 | | Grants of Plan-Based Awards | 58 | | Outstanding Equity Awards at Fiscal Year-End | 60 | | Options Exercises and Stock Vested | 62 | | Pension Benefits | 62 | | Non-Qualified Deferred Compensation | 63 | | Other Potential Post-Employment Payments | 64 | | CEO Pay Ratio | 65 | | Policies and Practices Related to the Timing of Grants of Certain Equity Awards | 65 |

  83. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table sets forth the cash compensation, as well as certain other compensation paid or earned during the fiscal years ended March 31, 2025, 2024 and 2023, by each of our NEOs:

  84. SUMMARY COMPENSATION TABLE

    | NEO, Name & Principal Position | Fiscal Year | Salary(1) ($) | Bonus(2) ($) | Stock Awards(3) ($) | Option Awards(4) ($) | Non-Equity Incentive Plan Compensation(5) ($) | Non-Qualified Deferred Compensation Earnings(6) ($) | All Other Compensation(7) ($) | Total ($) | | David J. Wilson, President and Chief Executive Officer | 2025 | 919,157 | — | 2,984,956 | 925,003 | 405,381 | 9,951 | 81,490 | 5,325,938 | | | 2024 | 888,462 | — | 2,370,823 | 1,125,005 | 819,675 | 5,491 | 589,794 | 5,799,250 | | | 2023 | 835,393 | 200,000 | 1,824,379 | 991,668 | 882,640 | 2,900 | 236,912 | 4,973,892 | | Gregory P. Rustowicz, EVP and Chief Financial Officer | 2025 | 511,494 | — | 685,535 | 212,446 | 157,989 | 10,636 | 56,672 | 1,634,772 | | | 2024 | 494,231 | — | 579,574 | 275,006 | 314,388 | 6,331 | 321,455 | 1,990,985 | | | 2023 | 496,157 | 200,000 | 466,053 | 253,334 | 345,268 | 4,499 | 131,439 | 1,896,750 | | Appal S. Chintapalli, President, EMEA and APAC(8) | 2025 | 426,820 | — | 456,279 | 141,391 | 122,866 | 553 | 560,654 | 1,708,563 | | Alan S. Korman, SVP, General Counsel, Corp. Development and Secretary | 2025 | 461,494 | — | 487,724 | 151,138 | 139,709 | 2,478 | 25,847 | 1,268,390 | | | 2024 | 444,231 | — | 411,013 | 195,001 | 245,903 | 3,214 | 10,874 | 1,310,236 | | | 2023 | 413,314 | — | 338,822 | 184,177 | 242,726 | 5,314 | 22,563 | 1,206,916 | | Adrienne M. Williams, SVP and Chief Human Resources Officer(8) | 2025 | 394,157 | — | 355,012 | 110,009 | 103,565 | 5,977 | 41,293 | 1,010,013 | | Bert A. Brant, SVP, Global Operations(9) | 2025 | 418,436 | — | 445,752 | 138,136 | 66,210 | 85,646 | 28,333 | 1,182,513 | | | 2024 | 411,538 | — | 379,042 | 179,837 | 205,026 | 44,353 | 25,907 | 1,245,703 | | | 2023 | 394,157 | — | 318,938 | 173,342 | 217,448 | 22,998 | 24,697 | 1,151,580 |

  85. SUMMARY COMPENSATION TABLE

    | 56 | | | | | 2025 Proxy Statement | |

  86. SUMMARY COMPENSATION TABLE

    (1)For Mr. Brant, the amount presented in "All Other Compensation" for fiscal 2025 includes $29,969 for his vacation balance paid upon retirement. (2)For Messrs. Wilson and Rustowicz, the amount presented in the bonus column for fiscal year 2023 represents a one-time bonus in the amount of $200,000 related to the headquarters relocation to Charlotte, NC. (3)The amounts shown in this column reflect the aggregate grant date fair value for RSUs and PSUs granted in the fiscal year indicated under the 2016 LTIP. The grant date fair value for each RSU and PSU is equal to the market price of our common stock on the date of grant. PSUs are recognized as a compensation expense based upon their grant date fair value and to the extent it is probable that the performance conditions will be met. The assumptions used in valuing the PSUs granted in fiscal 2023, 2024 and 2025 are described in Note 15 to our consolidated financial statements included in our 2025 10-K. (4)The amounts shown in this column reflect the aggregate grant date fair value for non-qualified stock options to purchase our common stock granted in the fiscal year indicated under the 2016 LTIP. A Black-Scholes valuation approach has been chosen for these calculations. The assumptions used in valuing these grants for fiscal 2023, 2024 and 2025 are described in Note 15 to our consolidated financial statements included in the 2025 10-K. For fiscal 2025, the weighted-average assumptions used in calculating the grant date fair value of the stock options granted in fiscal 2025 reported in the option awards column are the following: (i) risk-free interest rate of 4.76%, (ii) expected life of 5.5 years, (iii) volatility factor of 0.342 and (iv) dividend yield of 0.62%. (5)Represents amounts earned under the Annual Incentive Plan. (6)Represents the Company-sponsored NQDC Plan under which eligible participants may elect to defer a portion of their cash compensation. Participation is detailed in the Non-Qualified Deferred Contribution Plan table below. For Messrs. Wilson, Rustowicz, Chintapalli, Korman and Brant, and Ms. Williams the amounts presented in fiscal 2025 of $9,551, $10,636, $553, $2,478, $85,646 and $5,977, respectively, represent above-market earnings under the NQDC Plan. (7)For Messrs. Wilson, Rustowicz, Chintapalli, Korman and Brant and Ms. Williams, the amount presented in the "All Other Compensation" column above for fiscal 2025 include $50,444, $20,607, $5,882, $7,168, $5,600 and $13,184, respectively, that the Company has contributed on behalf of such individual under the NQDC Plan. For additional information, see “—Non-Qualified Deferred Compensation” above. For Messrs. Wilson, Rustowicz, Chintapalli, Korman and Brant and Ms. Williams, the amount presented in the "All Other Compensation" column above for fiscal 2025 include $21,046, $20,908, $11,692, $15,554, $19,858 and $21,046, respectively, that the Company has contributed on behalf of such individual under the 401(k) Plan. For additional information, see “—Retirement and Deferred Compensation” above. For Messrs. Wilson, Rustowicz, Chintapalli, Korman and Brant and Ms. Williams, the amount presented in the "All Other Compensation" column above for fiscal 2025 include reimbursement under our executive financial planning policy in the amounts of $10,000, $10,000, $10,000, $3,125, $2,875 and $7,063, respectively. For Mr. Chintapalli, the amount presented in the "All Other Compensation" column above for fiscal 2025 includes $320,615, $76,253, $34,098, $30,723, $25,570, $17,470, $15,240, $7,110 and $6,000 for host country tax equalization payment amount, cost-of-living adjustment, child tuition reimbursement, housing allowance, relocation costs, automobile allowance, tax gross-up on imputed income, tax return preparation reimbursement and home trips expense reimbursement, respectively, in connection with his expat assignment on behalf of the Company in Germany. Mr. Rustowicz received a relocation payment in the amount of $5,157 in fiscal 2025. (8)Mr. Chintapalli and Ms. Williams were not NEOs in fiscal 2024 or 2023, and therefore their compensation is not reported for those fiscal years.

  87. SUMMARY COMPENSATION TABLE

    | | | 57 | | | 2025 Proxy Statement | |

  88. GRANTS OF PLAN-BASED AWARDS

    GRANTS OF PLAN-BASED AWARDS The following table sets forth information with respect to plan-based awards granted in fiscal 2025 to the NEOs in the Summary Compensation Table, including awards under the Annual Incentive Plan and equity awards of stock options, PSUs and RSUs:

  89. GRANTS OF PLAN-BASED AWARDS

    | Name | Grant Date(1) | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(2) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(3) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(6) | All Other Option Awards: Number of Securities Underlying Options (#)(7) | Exercise or Base Price of Option Awards(4) ($/Sh) | Grant Date Fair Value of Stock and Option Awards(5) ($) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | David J. Wilson | | 462,500 | 925,000 | 1,850,000 | | | | | | | | | | 7/22/2024 | | | | 26,604 | 53,209 | 106,418 | | | | 2,005,447 | | | 5/20/2024 | | | | | | | 21,396 | | | 979,509 | | | 5/20/2024 | — | | | | | | | 53,999 | 45.34 | 925,003 | | Gregory P. Rustowicz | | 180,250 | 360,500 | 721,000 | | | | | | | | | | 7/22/2024 | | | | 6,110 | 12,220 | 24,440 | | | | 460,572 | | | 5/20/2024 | | | | | | | 4,914 | | | 224,963 | | | 5/20/2024 | | | | | | | | 12,402 | 45.34 | 212,446 | | Appal S. Chintapalli | | 130,500 | 261,000 | 522,000 | | | | | | | | | | 7/22/2024 | | | | 4,066 | 8,133 | 16,266 | | | | 306,533 | | | 5/20/2024 | | | | | | | 3,271 | | | 149,746 | | | 5/20/2024 | | | | | | | | 8,254 | 45.34 | 141,391 | | Alan S. Korman | | 139,500 | 279,000 | 558,000 | | | | | | | | | | 7/22/2024 | | | | 4,347 | 8,694 | 17,388 | | | | 327,677 | | | 5/20/2024 | | | | | | | 3,496 | | | 160,047 | | | 5/20/2024 | | | | | | | | 8,823 | 45.34 | 151,138 | | Adrienne M. Williams | | 110,000 | 220,000 | 440,000 | | | | | | | | | | 7/22/2024 | | | | 3,164 | 6,328 | 12,656 | | | | 238,502 | | | 5/20/2024 | | | | | | | 2,545 | | | 116,510 | | | 5/20/2024 | | | | | | | | 6,422 | 45.34 | 110,009 | | Bert A. Brant | | 116,875 | 233,750 | 467,500 | | | | | | | | | | 7/22/2024 | | | | 3,973 | 7,946 | 15,892 | | | | 299,485 | | | 5/20/2024 | | | | | | | 3,195 | | | 146,267 | | | 5/20/2024 | | | | | | | | 8,064 | 45.34 | 138,136 |

  90. GRANTS OF PLAN-BASED AWARDS

    (1)The grant date is the date on which the relevant equity awards listed were approved by our Board. (2)Represents the potential payout range under the Annual Incentive Plan for fiscal 2025 discussed above. The final fiscal 2025 payout can be found in the Summary Compensation Table set forth above in the column entitled “Non-Equity Incentive Plan Compensation.” (3)Represents the potential payout range related to PSUs awarded to NEOs on the grant date, subject to achievement of sales growth and Adjusted EBITDA margin improvement performance targets for fiscal 2027 as described in the Compensation Discussion and Analysis section of this proxy statement above. Each PSU will be settled in a share of our common stock. (4)Represents per-share exercise price of the options and is equal to the average of the high and low price on the grant date. (5)Amounts in this column reflect the aggregate grant date fair value of the equity awards. The grant date fair value for each PSU and RSU is equal to the closing price of our common stock on the date of grant. A Black-Scholes valuation approach has been utilized for valuing the options. For additional information on the assumptions used in valuing these awards, see footnotes 2 and 3 to the summary compensation table set forth above.

  91. GRANTS OF PLAN-BASED AWARDS

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  92. GRANTS OF PLAN-BASED AWARDS

    (6)Represents RSUs granted under the fiscal 2025 long-term incentive program, which vest at a rate of 33% per year beginning one year from the date of grant, except that RSUs may vest earlier in the event of death, disability, retirement, or change in control. (7)Represents the number of shares of common stock underlying options awarded to the NEOs on the grant date. The options vest at a rate of 33% per year, beginning one year from the date of grant, except options that may vest earlier in the event of death, disability, retirement, or change in control. They expire 10 years from the date of grant, or earlier in the event of death, disability, or retirement. The weighted average grant date fair value of option awards granted on May 20, 2024, is $17.13 per share based on the Black-Scholes valuation.

  93. GRANTS OF PLAN-BASED AWARDS

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  94. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END The following table sets forth information with respect to the NEOs named in the Summary Compensation Table relating to (i) unexercised stock options and (ii) PSUs and RSUs that have not vested and are outstanding as of March 31, 2025.

  95. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | Option Awards | | | | | RSU Awards | | PSU Awards | | | NEO | Number of Securities Underlying Unexercised Options Exercisable | Option Awards Number of Securities Underlying Unexercised Options Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested as of 3/31/2025 ($)(18) | 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 as of 3/31/2025 ($)(18) | | David J. Wilson | | | | | | | | | | | | 62,112(6) | | | 30.29 | 5/18/2030 | 9,205(12) | 155,841 | 27,617(15) | 467,556 | | | 44,217(7) | | | 54.26 | 5/17/2031 | 21,604(13) | 365,756 | 32,406(16) | 548,634 | | | 62,606(9) | 31,302(9) | | 33.12 | 5/16/2032 | 21,396(14) | 362,234 | 53,209(17) | 900,828 | | | 28,958(10) | 57,915(10) | | 36.16 | 5/22/2033 | | | | | | | | 53,999(11) | | 45.34 | 5/20/2034 | | | | | | Gregory P. Rustowicz | | | | | | | | | | | | 28,333(1) | | | 15.16 | 5/23/2026 | 2,351(12) | 39,802 | 7,055(15) | 119,441 | | | 19,500(2) | | | 24.33 | 5/22/2027 | 5,281(13) | 89,407 | 7,922(16) | 134,119 | | | 11,897(3) | | | 38.70 | 5/22/2028 | 4,914(14) | 83,194 | 12,220(17) | 206,885 | | | 13,422(4) | | | 35.16 | 5/20/2029 | | | | | | | 20,667(5) | | | 25.52 | 5/18/2030 | | | | | | | 16,096(7) | | | 54.26 | 5/17/2031 | | | | | | | 15,994(9) | 7,996(9) | | 33.12 | 5/16/2032 | | | | | | | 7,079(10) | 14,157(10) | | 36.16 | 5/22/2033 | | | | | | | | 12,402(11) | | 45.34 | 5/20/2034 | | | | | | Appal S. Chintapalli | | | | | | | | | | | | 4,443(4) | | | 35.16 | 5/20/2029 | 1276(12) | 21,603 | 3,830(15) | 64842 | | | 6,841(5) | | | 25.52 | 5/18/2030 | 3,328(13) | 56,343 | 4,993(16) | 84,531 | | | 7,508(7) | | | 54.26 | 5/17/2031 | 3,271(14) | 55,378 | 8,133(17) | 137,692 | | | 8,681(9) | 4,340(9) | | 33.12 | 5/16/2032 | | | | | | | 4,462(10) | 8923(10) | | 36.16 | 5/22/2033 | | | | | | | | 8,254(11) | | 45.34 | 5/20/2034 | | | | | | Alan S. Korman | | | | | | | | | | | | 16,140(1) | | | 15.16 | 5/23/2026 | 1,709(12) | 28,933 | 5,129(15) | 86,834 | | | 12,138(2) | | | 24.33 | 5/22/2027 | 3,745(13) | 63,403 | 5,618(16) | 95,113 | | | 7,542(3) | | | 38.70 | 5/22/2028 | 3,496(14) | 59,187 | 8,694(17) | 147,189 | | | 8,674(4) | | | 35.16 | 5/20/2029 | | | | | | | 13,357(5) | | | 25.52 | 5/18/2030 | | | | | | | 11,205(7) | | | 54.26 | 5/17/2031 | | | | | | | 11,628(9) | 5,813(9) | | 33.12 | 5/16/2032 | | | | | | | 5020(10) | 10,038(10) | | 36.16 | 5/22/2033 | | | | | | | | 8,823(11) | | 45.34 | 5/20/2034 | | | | |

  96. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

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  97. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | Option Awards | | | | | RSU Awards | | PSU Awards | | | NEO | Number of Securities Underlying Unexercised Options Exercisable | Option Awards Number of Securities Underlying Unexercised Options Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested as of 3/31/2025 ($)(18) | 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 as of 3/31/2025 ($)(18) | | Adrienne M. Williams | | | | | | | | | | | | 6,365(8) | | | 49.36 | 47,985 | 1,083(12) | 18,335 | 3,249(15) | 55,006 | | | 7,366(9) | 3,682(9) | | 33.12 | 48,350 | 2,640(13) | 44695 | 3,961(16) | 67,060 | | | 3,540(10) | 7,078(10) | | 36.16 | 48,721 | 2,545(14) | 43087 | 6,328(17) | 107,133 | | | | 6,422(11) | | 45.34 | 49,084 | | | | | | Bert A. Brant | | | | | | | | | | | | 7,743(3) | | | 38.70 | 5/22/2028 | | | 4,828(15) | 81,738 | | | 8,736(4) | | | 35.16 | 5/20/2029 | | | 5,181(16) | 87,714 | | | 13,451(5) | | | 25.52 | 5/18/2030 | | | 7,946(17) | 134,526 | | | 11,225(7) | | | 54.26 | 5/17/2031 | | | | | | | 10,944(9) | 5,471(9) | | 33.12 | 5/16/2032 | | | | | | | 4,629(10) | 9,258(10) | | 36.16 | 5/22/2033 | | | | | | | | 8,064(11) | | 45.34 | 2/28/2030 | | | | |

  98. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    (2)These options were granted May 22, 2017 and vest 25% per year beginning May 22, 2018. (3)These options were granted May 22, 2018 and vest 25% per year beginning May 22, 2019. (4)These options were granted May 20, 2019 and vest 25% per year beginning May 20, 2020. (5)These options were granted May 18, 2020 and vest 33% per year beginning May 18, 2021. (6)These options were granted June 1, 2020 and vest 33% per year beginning May 18, 2021. (7)These options were granted May 17, 2021 and vest 33% per year beginning May 17, 2022. (8)These options were granted June 14, 2021 and vest 33% per year beginning May 17, 2022. (9)These options were granted May 16, 2022 and vest 33% per year beginning May 16, 2023. (10)These options were granted May 22, 2023 and vest 33% per year beginning May 22, 2024. (11)These options were granted May 20, 2024 and vest 33% per year beginning May 20, 2025. (12)These RSUs were granted May 16, 2022 and vest 33% per year beginning May 16, 2023. (13)These RSUs were granted May 22, 2023 and vest 33% per year beginning May 22, 2024. (14)These RSUs were granted May 20, 2024 and vest 33% per year beginning May 20, 2025. (15)These PSUs were granted May 16, 2022 and vest 100% on May 16, 2025, based on the ROIC for the fiscal year ended March 31, 2025. (16)These PSUs were granted May 22, 2023 and vest 100% on May 22, 2026, based on the ROIC for the fiscal year ending March 31, 2026. (17)These PSUs were granted July 22, 2024 and vest 100% on May 20, 2027, based on sales growth and Adjusted EBITDA margin improvement for the three fiscal year period ending March 31, 2027. (18)The stock price used to determine the value of the shares or units unvested at March 31, 2025, is $16.93 per share, which was the closing price of the Company's common stock on March 31, 2025.

  99. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

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  100. OPTIONS EXERCISES AND STOCK VESTED

    OPTIONS EXERCISES AND STOCK VESTED The following table sets forth information with respect to the NEOs named in the Summary Compensation Table relating to the exercise of stock options and the vesting of PSUs and RSUs in fiscal 2025:

  101. OPTIONS EXERCISES AND STOCK VESTED

    | | Stock Awards | | | NEO | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(1) ($) | | David J. Wilson | 32,661 | 1,465,159 | | Gregory P. Rustowicz | 9,574 | 429,350 | | Appal S. Chintapalli | 5,084 | 228,029 | | Alan S. Korman | 6,774 | 303,794 | | Adrienne M. Williams | 3,995 | 179,204 | | Bert A. Brant | 14,628 | 434,278 |

  102. OPTIONS EXERCISES AND STOCK VESTED

    (1)Represents the average of the high and low market price of our common stock on the vesting date as quoted on Nasdaq multiplied by the number of shares acquired.

  103. PENSION BENEFITS

    PENSION BENEFITS The CMCO Pension Plan is a non-contributory, qualified defined benefit plan, which provides certain NEOs with retirement benefits. As defined in the CMCO Pension Plan, a participant’s annual pension benefit at age 65 is equal to the product of (i) 1% of the participant’s final average earnings, as calculated by the terms of the CMCO Pension Plan, plus 0.5% of that part, if any, of final average earnings in excess of such participant’s “social security covered compensation,” as such term is defined in the CMCO Pension Plan, multiplied by (ii) such participant’s years of credited service, limited to 35 years. CMCO Pension Plan benefits are not subject to reduction for social security benefits. New entrants to the CMCO Pension Plan were frozen in 2012 and new contributions were frozen in 2017. In May 2023, we announced our intention to offer participants the ability to accept a lump sum payment in satisfaction of their pension benefits or, if such lump sum payment was not accepted, the Company would purchase an annuity for the remaining obligation for the existing pension liability under the CMCO Pension Plan. In September 2024, we purchased annuities for all remaining pension obligations under the CMCO Pension Plan. After the completion of the lump sum payments in 2023, none of our current NEOs participate in the CMCO Pension Plan.

  104. PENSION BENEFITS

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  105. NON-QUALIFIED DEFERRED COMPENSATION

    NON-QUALIFIED DEFERRED COMPENSATION The Company maintains the NQDC Plan under which eligible participants (including our Directors and U.S.-based NEOs) may elect to defer a portion of their cash compensation. Payment of balances will occur in accordance with Internal Revenue Code Section 409A requirements. For more information about our retirement program, see “Other Potential Post-Employment Payments” in this proxy statement.

  106. NON-QUALIFIED DEFERRED COMPENSATION

    | Executive Officer | Executive Contributions in fiscal 2025 | Company Contributions in fiscal 2025(1) | Aggregate earnings in fiscal 2025 | Aggregate withdrawals / distributions | Aggregate balance at 3/31/2025 | | David J. Wilson | 22,700 | 50,444 | 26,709 | — | 333,029 | | Gregory P. Rustowicz | 19,371 | 20,607 | 20,646 | 39,284 | 230,024 | | Appal S. Chintapalli | — | 5,882 | 1,574 | — | 21,839 | | Alan S. Korman | — | 7,168 | 5,286 | — | 75,506 | | Adrienne M. Williams | 89,845 | 13,184 | 12,839 | — | 276,188 | | Bert A. Brant | 198,461 | 5,600 | 199,523 | 432,812 | 1,344,656 |

  107. NON-QUALIFIED DEFERRED COMPENSATION

    (1)This column represents the Company’s matching contributions made under the NQDC Plan in fiscal 2025. These amounts are reflected in the "All-Other Compensation" column of the Summary Compensation Table set forth above. Under the NQDC Plan, eligible participants, including our Directors and U.S.-based NEOs, may elect to defer cash compensation. Eligible employees may elect to defer up to 100% of any annual bonus and either (i) up to 75% of their base salary and any commission, or (ii) up to 75% of their base salary and any commission that is in excess of the compensation limit in effect under Section 401(a)(17) of the Internal Revenue Code (“Section 401(a)(17)”) for the relevant plan year ($345,000 for 2024). Directors may elect to defer up to 100% of their annual cash retainer amount. The Company makes (i) a matching contribution equal to 100% of the first 4% of eligible compensation deferred by a participant (other than a non-employee director) that is in excess of the Section 401(a)(17) compensation limit and (ii) a non-elective contribution equal to 2% of the participant’s eligible compensation that is in excess of the Section 401(a)(17) compensation limit. Participants’ NQDC Plan accounts are adjusted for gains and losses based on investment directions provided by participants. Participants may elect to receive payment of their NQDC Plan benefit upon a specified date, separation from service, disability or death, and in the form of a lump sum or monthly installments over 1-10 years, except that, upon a change in control, a participant’s vested benefit will automatically be paid in a lump sum. Participants may also withdraw amounts due to an unforeseeable emergency in accordance with Section 409A of the Internal Revenue Code.

  108. NON-QUALIFIED DEFERRED COMPENSATION

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  109. CEO PAY RATIO

    CEO PAY RATIO We believe executive pay must be market competitive and internally fair and equitable to motivate our employees to create shareholder value. The Compensation Committee monitors the relationship between the pay our executive officers receive and the pay of our employees to ensure we remain competitive, fair and equitable. The Compensation Committee reviewed the CEO pay total from the Summary Compensation Table to the pay of our median employee’s compensation for the fiscal year ended March 31, 2025. For the fiscal year ended March 31, 2025, the annual total compensation of our CEO was $5,325,938 and the annual total compensation of our median employee was $58,852, resulting in a ratio of 90 to 1. The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described below. Our CEO to median employee pay ratio is calculated in accordance with the SEC’s proxy statement requirements pursuant to Item 402(u) of Regulation S-K. To identify our median compensated employee, we reviewed the gross wages reflected in our payroll records as reported to the Internal Revenue Service on Form W-2 for all employees, excluding our Chief Executive Officer, who were employed by us on March 31, 2025, a date within the last three months of our most recently completed fiscal year. Wages were annualized for any employee who did not work for the entire fiscal year. As is permitted under the SEC rules, to determine our median employee we used “total cash compensation,” which is a compensation measure we consistently applied to all employees included in the calculation. We used a valid statistical sampling methodology to provide a reasonable estimate of the median base pay for the employee population considered (excluding our Chief Executive Officer). After identifying the median employee based on total cash compensation, we calculated this employee’s annual total compensation using the same methodology used for our NEOs as set forth in the Summary Compensation Table herein. The SEC’s rules for identifying the median compensated 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 employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  110. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE

  111. COMPENSATION ACTUALLY PAID TABLE

    COMPENSATION ACTUALLY PAID TABLE As required by Section 953(a) of the Dodd-Frank Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between “compensation actually paid” to our Principal Executive Officer (PEO) and to our non-PEO NEOs and certain financial performance of the Company for the indicated fiscal years. Compensation actually paid, as determined under SEC requirements, does not reflect the actual amount of compensation earned by or paid to our executive officers during a covered year. For further information concerning the Company’s pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to the Compensation Discussion and Analysis.

  112. COMPENSATION ACTUALLY PAID TABLE

    | Year(1) | SCT Total for First PEO ($) | SCT Total for Second PEO ($) | CAP for First PEO(2) ($) | CAP for Second PEO(2) ($) | Avg. SCT Total for non-PEO NEOs(2) ($) | Avg. CAP to non-PEO NEOs(2) ($) | Value of Initial Fixed $100 | | Net Income ($ in Thousands) | Adjusted EBIT(4) ($ in Thousands) | | | | | | | | | TSR ($) | Peer Group TSR (3) ($) | | | | (a) | (b) | (b) | (c) | (c) | (d) | (e) | (f) | (g) | (h) | | | 2025 | 5,325,938 | — | (1,610,341) | — | 1,360,850 | 166,465 | 72.26 | 272.34 | (5,138) | 102,300 | | 2024 | 5,799,250 | — | 7,011,006 | — | 1,479,373 | 1,769,549 | 183.61 | 219.31 | 46,625 | 119,238 | | 2023 | 4,973,892 | — | 3,543,606 | — | 1,622,384 | 1,421,836 | 151.72 | 155.40 | 48,429 | 105,869 | | 2022 | 4,067,021 | — | 2,562,396 | — | 1,347,394 | 788,702 | 171.66 | 147.62 | 29,660 | 95,589 | | 2021 | 5,572,610 | 397,800 | 9,019,389 | 423,480 | 1,169,073 | 2,651,095 | 212.53 | 159.26 | 9,106 | 48,854 |

  113. COMPENSATION ACTUALLY PAID TABLE

    (1)The PEOs and the Non-PEO NEOs for the indicated years were as follows:

  114. COMPENSATION ACTUALLY PAID TABLE

    | Year | First PEO | Second PEO | Other Non-PEOs | | 2025 | Mr. Wilson | N/A | Messrs. Brant, Chintapalli, Korman, Rustowicz and Ms. Williams | | 2024 | Mr. Wilson | N/A | Messrs. Brant, Korman, Rustowicz and Schadeberg | | 2023 | Mr. Wilson | N/A | Messrs. Brant, Korman, Rustowicz and Schadeberg | | 2022 | Mr. Wilson | N/A | Messrs. Brant, Korman, Rustowicz and Wozniak | | 2021 | Mr. Wilson | Mr. Fleming | Messrs. Korman, McCormick, Rustowicz and Wozniak |

  115. COMPENSATION ACTUALLY PAID TABLE

    (2)Amounts represent compensation actually paid to our PEOs and the average compensation actually paid to our non-PEO NEOs for the relevant fiscal year, as determined under SEC rules (and described below). (3)For the relevant fiscal year, represents the cumulative TSR (the “Peer Group TSR”) of the Dow Jones U.S. Diversified Industrials Index. (4)In accordance with SEC rules, the Company is required to include in the Pay versus Performance table the “most important” financial performance measure (as determined by the Company) used to link compensation actually paid to our PEOs and Non-PEO NEOs to Company performance for the most recently completed fiscal year. The Company determined that Adjusted EBIT, which is a non-GAAP measure included in our incentive program, meets this requirement and therefore, we have included this performance measure in the Pay versus Performance table. Adjusted EBIT is defined as operating income as determined in accordance with GAAP adjusted for each of the adjustments used in the computation of Adjusted EBITDA other than depreciation and amortization expense,

  116. COMPENSATION ACTUALLY PAID TABLE

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  117. COMPENSATION ACTUALLY PAID TABLE

    Compensation actually paid to our PEO and Non-PEO NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, adjusted as follows:

  118. PAY VERSUS PERFORMANCE TABULAR LIST

    PAY VERSUS PERFORMANCE TABULAR LIST We believe the following performance measures represent the most important financial performance measures used by us to link compensation actually paid to our PEOs and Non-PEO NEOs for the fiscal year ended March 31, 2025. The measures in this list are not ranked: •Adjusted EBIT •Adjusted Free Cash Flow •Adjusted ROIC For additional details regarding our most important financial performance measures, please see the sections titled “Elements of our Compensation Program for NEOs” and “Components of Compensation” in our Compensation Discussion and Analysis elsewhere in this proxy statement.

  119. PAY VERSUS PERFORMANCE TABULAR LIST

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