DEF 14A of Astec Industries Inc, Mar 14, 2025

DEF 14A of Astec Industries Inc

Filed Mar 14, 2025 · FY20240001104659-25-023778

Open on EDGAR

  1. Board of Director Nominees

    Board of Director Nominees The following table provides summary information about each director nominee. Each director nominee is standing for election for a three-year term or until their successor is duly elected and qualified. All director nominees are current directors.

  2. Board of Director Nominees

    | Name | Age | Director Since | Principal Occupation | Committee | | Tracey H. Cook | 57 | 2018 | SVP, Strategic HR Business Partner of Fluor Corporation | Audit Committee (Chair) Compensation Committee | | Mary L. Howell | 72 | 2019 | CEO of Howell Strategy Group | Nominating and Corporate Governance Committee (Chair) | | Linda I. Knoll | 64 | 2022 | Former CHRO of Fiat Chrysler Automobiles and CNH Industrial | Compensation Committee (Chair) Nominating and Corporate Governance Committee |

  3. BOARD OF DIRECTORS

    BOARD OF DIRECTORS Our Board’s responsibility, on behalf of our shareholders, is to oversee the conduct of our Company’s business, provide advice and counsel to our Chief Executive Officer and senior management, protect our Company’s best interests and foster the creation of long-term value for our shareholders. Our Board currently consists of 10 directors. Our Board has nominated Directors Cook, Howell and Knoll as Class III Directors. The three Class III directors, if elected, will each serve for a three-year term or until their successor is duly elected and qualified. Our Board is divided into three classes with staggered three-year terms.

  4. BOARD OF DIRECTORS

    | Name | Age | Class | Director Since | Current Term Expires | Position | Committee Membership | | | | | | | | | | AC | CC | NCGC | | Gehl, William D | 78 | I | 1999 | 2026 | Former Chairman and CEO of Gehl Company | | | • | | Jain, Nalin | 55 | I | 2022 | 2026 | Group President, Digital Intelligence, Wabtec Corporation | • | | • | | van der Merwe, Jaco G. | 52 | I | 2023 | 2026 | President and CEO of Astec Industries, Inc. | | | | | Gliebe, Mark J. | 64 | II | 2022 | 2027 | Former Chairman and CEO, Regal Beloit Corporation | • | • | | | Jackson, Jeffrey T. | 59 | II | 2024 | 2027 | CEO of Cabinetworks Group | | • | | | Shannon, Patrick S. | 62 | II | 2024 | 2027 | Former CFO, Allegion, PLC | • | | | | Winford, James | 59 | II | 2023 | 2027 | President of Prairie Contractors, LLC | | | • | | Cook, Tracey H | 57 | III* | 2018 | 2028 | SVP, Strategic HR Business Partner of Fluor Corporation | Chair | • | | | Howell, Mary L | 72 | III* | 2019 | 2028 | CEO of Howell Strategy Group | | | Chair | | Knoll, Linda I | 64 | III* | 2022 | 2028 | Former CHRO of Fiat Chrysler Automobiles and CNH Industrial | | Chair | • |

  5. BOARD OF DIRECTORS

    AC: Audit Committee CC: Compensation Committee NCGC: Nominating and Corporate Governance Committee * Assumes the re-election of the three Class III directors by the shareholders at the 2025 Annual Meeting. * The charts above assume that the three Class III director nominees are re-elected at the 2025 Annual Meeting.

  6. Summary of Director Qualifications and Experience Matrix

    Summary of Director Qualifications and Experience Matrix Our Board possesses a mix of diversity in terms of gender, background, age, skills, business experience, service on our Board and the boards of other organizations and viewpoints. Each director is individually qualified to make unique and substantial contributions. Collectively, our directors’ diverse viewpoints and independent-mindedness enhance the quality and effectiveness of Board deliberations and decision making. This blend of qualifications, attributes and tenure results in highly effective leadership. The table below summarizes the skills, qualifications and attributes that are most important to us, and how the composition of our nominees for the Board meets these needs are explained in the next table.

  7. Summary of Director Qualifications and Experience Matrix

    | Qualifications & Attributes | | Accounting/Auditing: We operate in a complex financial and regulatory environment with disclosure requirements, detailed business processes and internal controls. | | Finance: Our business involves complex financial transactions and reporting requirements. We seek to have a number of directors who qualify as audit committee financial experts (as defined by the Exchange Act), and we expect all of our directors to be financially knowledgeable. As part of this qualification, we also seek directors who have relevant risk management experience. | | Government/Regulatory: As a public company and responsible corporate citizen, we expect effective oversight and transparency, and our shareholders demand it. In addition, we seek directors with experience interacting with governmental agencies because our business is directly affected by governmental actions and socioeconomic trends. | | Human Resources/Compensation: Attracting and retaining motivated individuals is key to success. We progressively evaluate and enhance human capital programs and diversity and inclusion initiatives. Our compensation programs are equitable and in line with shareholder interests. | | Industry Experience: Experience in the industrial goods industry provides a relevant understanding of our business, strategy and marketplace dynamics. As such, we seek to have directors with experience as executives or directors or in other leadership positions in the industries in which we participate. | | International: With global operations in several countries and prospects for further expansion, international experience helps us understand opportunities and challenges. |

  8. Summary of Director Qualifications and Experience Matrix

    | Qualifications & Attributes | | Manufacturing/Operational Excellence: Our core competencies include the design, engineering and fabrication of heavy equipment. We employ best practices to maximize operational efficiencies. | | Mergers & Acquisitions: Mergers and acquisitions provide the opportunity to grow domestically and internationally. | | Public Company Executive Experience: Experience in leading a large, widely-held organization provides practical insights on need for transparency, accountability and integrity, driven by practical understanding of organizations, processes, strategy and risk management, and know-how to drive change and growth. | | Strategy: As a publicly-traded business, strategic planning and development are the foundation of achieving success. | | Technology: We embrace technology to deliver products and services to the market, manage stakeholder data and enhance the customer experience. As such, we seek directors with backgrounds in technology because our success depends on developing and investing in new technologies and access to new ideas. |

  9. Summary of Director Qualifications and Experience Matrix

    | Qualifications & Attributes | Cook | Gehl | Gliebe | Howell | Jackson | Jain | Knoll | Shannon | van der Merwe | Winford | | Accounting/Auditing | • | • | | • | • | | | • | | • | | Finance | • | • | • | • | • | • | | • | • | • | | Government/Regulatory | | | • | • | | • | • | | | | | Human Resources/Compensation | • | | • | | • | • | • | | • | | | Industry Experience | • | • | • | • | • | • | • | • | • | • | | International | • | • | • | • | • | • | • | • | • | | | Manufacturing/Operational Excellence | | • | • | | • | • | • | | • | • | | Mergers & Acquisitions | • | | • | • | • | • | • | • | • | • | | Public Company Executive Experience | • | • | • | • | • | • | • | • | • | | | Strategy | • | • | • | • | • | • | • | • | • | • | | Technology | | | • | | | • | | | • | • |

  10. Board Evaluations, Diversity and Refreshment

    Board Evaluations, Diversity and Refreshment We routinely assess the composition of the Board and aim to strike a balance between the knowledge and understanding of the business that comes from longer-term service on the Board and the fresh ideas and perspective that can come from adding new members. Therefore, the Board seeks to have a mix of long-, mid- and short-tenured directors to ensure a balance of views and insights. To this end, the Board has added two new independent directors in 2024. We are also committed to providing transparency about our Board and committee evaluation process. The chair of the Nominating and Corporate Governance Committee leads the Board’s self-evaluation process. Each director is asked to complete a comprehensive questionnaire evaluating the performance of the Board as a whole and the committees on which the director serves. The questions also address the director’s own performance, and the performance of each of the director’s peers on the Board. The directors’ responses are aggregated and can be anonymized to encourage the directors to respond candidly and to maintain the confidentiality of their responses, if they so choose. The chair summarizes the directors’ responses about the performance of the Board as a whole and the committees and shares her findings with the Board. The annual evaluation process provides the Board with valuable insight regarding areas where the Board believes it functions effectively and, more importantly, areas where the Board believes it can improve. For example, input generated by Board members in recent years has focused, among other things, on the composition of our Board, which has encouraged and informed our recent Board refreshment efforts. Since 2018, we have added nine highly qualified independent directors, including three women and one ethnically and racially diverse director, to the Board. In addition, the Board has a mandatory retirement age of seventy-five (75) years of age. However, a director elected to the Board prior to age seventy-five (75) may continue to serve on the Board for such director’s remaining term, but shall not be re-nominated for election at the end of such Director’s term, unless waived by the Board.

  11. Nominees for Election of Class III Directors

    Nominees for Election of Class III Directors The Board has nominated the following directors for re-election as Class III directors for three-year terms expiring at the Annual Meeting of Shareholders in 2028:

  12. Nominees for Election of Class III Directors

    | | Tracey H. Cook | | | Age: 57 | | | Tracey H. Cook is a Senior Vice President of Fluor Corporation leading strategic talent planning across all Business Segments. Prior to this role in Human Resources, she served as the President of AMECO since 2014. Fluor is a Fortune 500 engineering and construction company and AMECO offerings included construction equipment, tools, and scaffolding solutions. Ms. Cook joined Fluor Corporation in 1989 and, beginning in 2001, served as AMECO’s Chief Financial Officer, VP of Regional Operations for North America/Caribbean and Chief Operations Officer for the business globally before becoming its President in 2014. Ms. Cook led the divestitures of AMECO’s global businesses completing the last remaining region in 2023 while also supporting M&A for Fluor Corporation. Prior to 2001, she worked in finance on multiple projects with various industry groups in addition to new business and e-commerce initiatives for Fluor. She then transferred to AMECO where she was instrumental in divesting the five North American commercial equipment dealerships in 2001. She has a B.S. in Accounting from the University of South Carolina and has completed several executive management and leadership programs including Wharton and Thunderbird. Ms. Cook has been a director of the Company since 2018. Ms. Cook brings over 30 years of experience in optimizing operations, finance, strategy, divestitures and acquisitions, and international business in the engineering, construction, and equipment industries. As a leader at a Fortune 500 engineering and construction company, Ms. Cook is uniquely qualified to provide relevant expertise that is very valuable to the Company as it executes its strategy. Ms. Cook serves as one of the financial experts and is the chair of the Company’s Audit Committee and serves on the Compensation Committee. |

  13. Nominees for Election of Class III Directors

    | | Mary L. Howell | | | Age: 72 | | | Mary L. Howell serves as Chairman of the board of directors of V2X, an industry-leading facilities management, logistics and network communications services company. Previously, Ms. Howell worked at Textron Inc. from 1980 to 2009, including as an Executive Vice President from 1995 to 2009. She also served on the Textron Management Committee, which was composed of Textron’s top five executives responsible for the management of the company, for over 15 years. Ms. Howell served as Lead Director of the Board of Directors of Esterline Corporation, an aerospace and defense company until 2018. She previously served on the Board of FM Global from 1996 to 2011 and served on its Audit and Compensation Committees. In 2008, Ms. Howell received the Charles Ruch Semper Fidelis Award and in 2010 became an Honorary Marine for her long-standing commitment to the U.S. Marine Corps and her leadership in various programs that have supported the Marine Corps mission. She graduated from the University of Massachusetts at Amherst with a Bachelor of Science Degree. Ms. Howell has been a director of the Company since 2019, and currently serves as the Chair of the Nominating and Corporate Governance Committee. Ms. Howell has extensive experience in global operations, marketing, sales, business development and merger and acquisition transactions that strengthen the Board’s oversight of the Company’s strategic plans and enterprise risk. Ms. Howell also has significant board experience that has given her insight to sophisticated risk management practices that contributes to the Board’s oversight of the Company’s complex global operations. |

  14. Nominees for Election of Class III Directors

    | | Linda I. Knoll | | | Age: 64 | | | Linda I. Knoll was a long-serving senior executive for both Fiat Chrysler Automobiles (FCA) and CNH Industrial (CNHi), a global manufacturer of agriculture and construction equipment. She joined CNHi in 1994 — after spending more than a decade in supply chain and program management positions at General Dynamics — and in 1999, became VP and General Manager of its global Crop Production business. From 2003-2007, Ms. Knoll led manufacturing restructuring/merger integration in North America as VP of Industrial Operations, and then directed the advancement of agricultural industrial operations and product development around the world (as EVP of WW Manufacturing and EVP, WW Product Development). She was named CHRO in late 2007. For 15 of her 25 years with CNHi, Ms. Knoll was a member of the Group Executive Council — the senior leadership committee responsible for management of the company. She also served on the equivalent leadership team of FCA for 10 years as CHRO. Ms. Knoll has served as a director of Schneider Electric SE since 2014. She currently chairs the Human Capital & Renumeration Committee and is a member of the Governance and Sustainability Committee. In 2022, she was appointed to the board of Iveco Group N.V. where she serves on its Human Capital and Compensation Committee as chair and is a member of the ESG Committee. She graduated from Central Michigan University with a Bachelor of Science Degree. Ms. Knoll has been a director of the Company since 2022. Ms. Knoll’s depth of public company leadership experience, her expertise in managing complex manufacturing operations, knowledge of operations of multi-billion-dollar global enterprises, and mergers and acquisitions (including integration) are especially valuable to the Board and the management team. |

  15. Continuing Directors Not Standing For Re-Election

    Continuing Directors Not Standing For Re-Election The following Class I directors’ terms will continue until the 2026 Annual Meeting of Shareholders:

  16. Continuing Directors Not Standing For Re-Election

    | | William D. Gehl | | | Age: 78 | | | William D. Gehl who currently serves as the Chairman of the Board of Astec Industries, also previously served as a member of the Board and Chief Executive Officer of Gehl Company, a company engaged in the manufacturing of compact construction equipment, from 1987 and 1992, respectively, until his retirement in 2009. Mr. Gehl also served as Chairman of the Board of Gehl Company from 1996 until his retirement. Since June 2011, Mr. Gehl has been an owner and Chairman of IBD of Southeastern Wisconsin, an exclusive distributor of Interstate Batteries in southeastern Wisconsin. Mr. Gehl also serves as Chairman of the Board and a Director of FreightCar America, a public company engaged in the manufacturing of railroad freight cars. Mr. Gehl graduated from University of Notre Dame with a B.A. in economics, from the University of Wisconsin Law School with a J.D. and from the University of Pennsylvania Wharton Graduate School of Business with an MBA (Finance). Mr. Gehl is a member of the state bars of Wisconsin and Florida. Mr. Gehl has been a Director of the Company since 1999. Mr. Gehl, having served as the CEO of a publicly owned construction equipment manufacturing company for 17 years, brings a broad range of experiences in both strategic planning and management. Mr. Gehl’s manufacturing, marketing and financing knowledge is very valuable to the Company. |

  17. Continuing Directors Not Standing For Re-Election

    | | Nalin Jain | | | Age: 55 | | | Mr. Jain currently serves as President, Digital Intelligence at Wabtec Corporation, a role he has held since 2020. Wabtec Corporation is a leading global provider of equipment, systems, digital solutions and value-added services for the freight and transit rail industries, as well as the mining, marine and industrial markets. Prior to his current role, Mr. Jain served as Group President of Wabtec’s Global Equipment business, leading Wabtec’s comprehensive global locomotive, mining, marine, stationery and drill portfolios. Mr. Jain also led GE Transportation’s international business activities in key markets like APAC, China, Australia, Europe and Africa. He was responsible for expanding the business footprint and global capabilities across these regions. He previously served as CEO for GE Aviation and GE Transportation in South Asia. Prior to GE, he was Director of Global Partnerships with Bombardier Inc. He began his career with the French engineered materials company Saint-Gobain occupying several roles of increasing responsibility. Mr. Jain has a bachelor’s degree in Engineering from National Institute of Technology in Surat, India and an MBA from the Indian School of Business, Hyderabad, India. Mr. Jain brings over 30 years of global executive leadership experience, including international operations, product management, and commercial expertise, in industrial manufacturing, aerospace and infrastructure sectors. He has a proven track record of transforming businesses, while delivering top-and bottom-line growth. |

  18. Continuing Directors Not Standing For Re-Election

    | | Jaco G. van der Merwe | | | Age: 52 | | | Jaco van der Merwe has served as our President & CEO since January 2023. Prior to that, Mr. van der Merwe was the Group President for the Infrastructure Solutions group (since January 2019) after having previously served as Group President — Energy since August 2016. From 1998 until 2016, he held various leadership positions at Epiroc (formerly part of Atlas Copco) including, among others, Vice President Marketing for the Deephole Drilling group (2013 to 2016) and President/General Manager for the Mining and Rock Excavation Customer Center (2010 to 2013). Mr. van der Merwe’s career with Atlas Copco began as a Quality Manager in 1998 and then transitioned to operational and manufacturing excellence for the next 12 years. Prior to joining Atlas Copco, he held various positions at Denel Aviation. Mr. van der Merwe is a naturalized U.S. citizen, originally from South Africa where he completed his Metallurgical Engineering studies at Tshwane University of Technology and a Master of Business Administration from the University of Pretoria. Mr. van der Merwe brings nearly 25 years of experience in quality, sales, marketing, international business, global manufacturing operations, and mergers and acquisitions (including integration). Mr. van der Merwe has a passion for people, customer service and innovation. With this background, proven leadership, and through understanding of our business, Mr. van der Merwe is uniquely qualified to drive us on our Road to Financial Success and Built to Connect journey. |

  19. Continuing Directors Not Standing For Re-Election

    The following Class II directors’ terms will continue until the 2027 Annual Meeting of Shareholders:

  20. Continuing Directors Not Standing For Re-Election

    | | Mark J. Gliebe | | | Age: 64 | | | Mr. Gliebe is a seasoned, former public-company Chairman and CEO with deep experience in the global manufacturing operations of industrial companies with highly engineered products. Until his retirement in 2019, he served as Chairman and CEO of Regal Beloit Corporation, now Regal Rexnord (NYSE: RRX), a global manufacturer of electrical motors and controls, power generation products and power transmission components. During his eight years as the CEO of Regal Beloit, Mr. Gliebe drove operational excellence from the factory floor up by aligning incentives with performance and accountability. Prior to Mr. Gliebe’s role as CEO, he had served as President and Chief Operating Officer of Regal Beloit from 2005 to 2011. Prior to joining Regal Beloit, he worked at General Electric for 22 years holding various positions of increased responsibility. He has prior public and private governance experience. He was formerly on the board of Spring Window Fashions, an over $1 billion portfolio company of AEA Investors, as well as the boards of Joy Global, Inc. and the National Electrical Manufacturing Association. Mr. Gliebe received his BS in Computer Science degree from Bowling Green State University and his MBA from Cleveland State University. Mr. Gliebe’s depth of public company leadership experience, including his operating expertise and knowledge of complex, multi-billion-dollar global manufacturing operations, prior public company chief executive officer experience, mergers and acquisitions (including integration), and investment banking and capital markets expertise, and corporate governance knowledge provides significant value to the Board and management of the Company. |

  21. Continuing Directors Not Standing For Re-Election

    | | Jeffrey T. Jackson | | | Age: 59 | | | Mr. Jackson is the Chief Executive Officer of Cabinetworks Group, the country’s largest privately-owned cabinet manufacturer. Prior to joining Cabinetworks Group, Mr. Jackson was the President and Chief Executive Officer of PGT Innovations Inc. (NYSE: PGTI), a manufacturer and supplier of windows, doors and garage doors with annual revenues in excess of $1.5 billion. He was with PGT from 2005 to 2024 and held the roles of CFO, Chief Operating Officer and Treasurer. Prior to PGT, Mr. Jackson held various roles at food and beverage companies, including Hershey (NYSE: HSY) and Coca-Cola (NYSE: KO). Prior to that, he was an Audit Manager with KPMG LLP. Mr. Jackson is a visionary leader with an impressive track record of driving sales and bottom line results. He is a proven business executive with extensive experience leading operations and financial strategy, developing organizational capability, and improving business performance. His broad background in publicly traded companies demonstrates his seasoned ability at leading large organizations and successfully driving shareholder value. Mr. Jackson currently serves as a Director of PGT and Smith Douglas Homes Corp. (NYSE: SDHC). |

  22. Continuing Directors Not Standing For Re-Election

    | | Patrick S. Shannon | | | Age: 62 | | | Mr. Shannon served as CFO of Allegion plc (NYSE: ALLE), a leading global provider of security products and solutions with annual revenues in excess of $3 billion, following its spinoff from Ingersoll Rand (NYSE: IR) in 2013 until his retirement in 2022. Prior to his role as CFO at Allegion, Mr. Shannon spent 11 years in various finance roles at Ingersoll Rand. He also previously served as CFO of AGCO Corporation (NYSE: AGCO), a global manufacturer of agricultural equipment, for two years after several years of progressive roles in accounting, controls, and international finance. Prior to AGCO, Mr. Shannon was a Senior Auditor for Arthur Andersen LLC. Mr. Shannon is a two-time public company CFO with deep manufacturing experience. He has extensive experience in M&A transactions, capital markets, strategic planning and operational execution. Over the course of his career, he has led finance transformative initiatives resulting in improved digital tools, data analytics, talent development and employee engagement. Mr. Shannon has earned a reputation as an operational finance leader who thinks strategically about business growth. |

  23. Continuing Directors Not Standing For Re-Election

    | | James Winford | | | Age: 59 | | | Dr. Winford joined the Astec Industries, Inc. Board of Directors in July 2023. He currently serves as the President of Prairie Contractors, LLC, a privately-held asphalt producer and highway contractor located in Louisiana. The company specializes in the production and construction of hot-mix asphalt pavements and operates fixed base asphalt plants and aggregate distribution facilities in south central and southwestern Louisiana. Dr. Winford has a Master of Science degree in Civil Engineering and Master of Business Administration degree, both from Tulane University. He has a Ph.D. in Civil Engineering with a concentration in Materials and Pavements, from Auburn University. Dr. Winford serves on the National Asphalt Pavement Association and National Center for Asphalt Technology boards and is past chairperson of each. Dr. Winford brings valuable, direct industry experience to the Board having worked in the asphalt industry for over thirty years and having served as the chairperson of multiple industry groups in the asphalt industry. |

  24. Director Compensation

    Director Compensation The following table sets forth the cash and other compensation the Company paid to its non-employee directors for their services during 2024.

  25. Director Compensation

    | Name(1) | Fees Earned Paid in Cash ($)(2) | Stock Awards ($)(3) | Total ($) | | James B. Baker(4) | 47,500 | 0 | 47,500 | | Tracey H. Cook | 102,500 | 125,000 | 227,500 | | William D. Gehl | 163,125 | 125,000 | 288,125 | | Mark J. Gliebe | 92,500 | 125,000 | 217,500 | | Mary L. Howell | 95,625 | 125,000 | 220,625 | | Jeffrey T. Jackson(5) | 58,125 | 125,000 | 183,125 | | Nalin Jain | 92,500 | 125,000 | 217,500 | | Linda I. Knoll | 91,875 | 125,000 | 216,875 | | Patrick S. Shannon(5) | 58,750 | 125,000 | 183,750 | | James Winford | 80,625 | 125,000 | 205,625 | | William B. Southern(6) | 30,000 | 0 | 30,000 |

  26. Director Compensation

    (1) Mr. van der Merwe served as a director of the Company during the entire calendar year 2024 but is not included in this section because he received no compensation for serving as a director. (2) Reflects annual retainers and supplemental annual retainers earned under the Company’s non-employee directors compensation plan and paid in cash, as described below. (3) Reflects the grant date fair value of restricted stock units granted as payment of each director’s annual stock award. The fair value of restricted stock units was determined by reference to the closing market price of the underlying shares on the day prior to grant date and in accordance with FASB ASC Topic 718. (4) Mr. Baker retired as director of the Company effective as of April 7, 2024. (5) Mr. Shannon and Mr. Jackson were elected to serve as a director of the Company effective as of January 18, 2024. Mr. Southern retired as director of the Company effective as of January 18, 2024. The following table shows the aggregate number of unvested restricted stock units and deferred stock awards held by each non-employee director serving as of December 31, 2024:

  27. Director Compensation

    | Director | Restricted Stock Units | Deferred Stock Awards | | Tracey H. Cook | 2,976 | | | William D. Gehl | 2,976 | 18,811 | | Mark J. Gliebe | 2,976 | | | Mary L. Howell | 2,976 | | | Jeffrey T. Jackson | 2,976 | | | Nalin Jain | 2,976 | | | Linda I. Knoll | 2,976 | | | Patrick S. Shannon | 2,976 | | | James Winford | 2,976 | |

  28. Material Terms of Non-Employee Directors Compensation Plan

    Material Terms of Non-Employee Directors Compensation Plan Our director compensation program provides for both cash and equity compensation for our non-employee directors. Annual Retainers. All non-employee directors receive an annual board retainer fee of $75,000, paid quarterly in arrears, which they individually elect to receive in the form of cash, stock or deferred stock. Supplemental Annual Retainers. Any non-employee director who serves as the Board’s non-Executive Chairman or Lead Director or serves on any Board committee receive a supplemental annual retainer as follows:

  29. Material Terms of Non-Employee Directors Compensation Plan

    | Service Description | Amount | | Non-Executive Chairman | $90,000 | | Lead Director (if appointed) | $20,000 | | Audit Committee Chair | $20,000 | | Compensation Committee Chair | $15,000 | | Nominating and Corporate Governance Committee Chair | $15,000 | | Audit Committee Non-Chair Member | $10,000 | | Compensation Committee Non-Chair Member | $7,500 | | Nominating and Corporate Governance Committee Non-Chair Member | $7,500 |

  30. Material Terms of Non-Employee Directors Compensation Plan

    Non-employee directors may elect to defer the receipt of Common Stock received as payment of the annual retainer or upon conversion of restricted stock units issued as their annual stock award until the earlier of (i) his or her termination of service as a director, or (ii) another designated date at least three years after the date of such deferral election. If any dividends or other rights or distributions of any kind are distributed to shareholders prior to the non-employee director’s receipt of his or her deferred shares, an amount equal to the cash value of such distribution is credited to a deferred dividend account for the non-employee director. The deferred dividend account provides the non-employee director with the right to receive additional shares of Common Stock having a fair market value as of the date of the dividend distribution equal to the cash value of the distributions. Annual Stock Award. Each non-employee director receives a grant of restricted stock units equal in value to $125,000 on the day following each year’s annual shareholder meeting. The restricted stock units vest and convert to shares of Company Common Stock on the day prior to the next Annual Meeting of shareholders, unless the director makes an election to defer the receipt of the shares. The value of the annual stock award was increased from $110,000 to $125,000 in May 2024 after review by the Committee’s independent consultant and in reference to the peer median.

  31. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS The Board of Directors of the Company is divided into three classes, with the term of office of each class ending in three successive years. The terms of directors of Class III expire at this Annual Meeting. The directors of Class I and Class II will continue in office until the 2026 and 2027 Annual Meetings of shareholders, respectively. There are three directors serving in Class I, four directors serving in Class II and three directors serving in Class III (assuming the election of each of the three director nominees). The shareholders are being asked to vote for the re-election of the three director nominees identified below to serve as Class III directors.

  32. PROPOSAL 1: ELECTION OF DIRECTORS

    | Name | Class | | Tracey H. Cook | III | | Mary L. Howell | III | | Linda I. Knoll | III |

  33. PROPOSAL 1: ELECTION OF DIRECTORS

    The relevant experiences, qualifications, attributes and skills of each nominee that led the Board to recommend them as a nominee for director are described in the section entitled “Board of Directors — Nominees for Election of Class III Directors” above. The persons appointed as proxies will vote the shares represented by the proxy appointment in favor of the election to the Board of Directors of each of Directors Cook, Howell and Knoll, unless the authority to vote for any or all of the nominees is withheld or such appointment has previously been revoked. Each Class III director will be elected to hold office until the 2028 Annual Meeting of shareholders and thereafter until a successor has been duly elected and qualified. In the event that any nominee is unable to serve (which is not anticipated), the persons appointed as proxies will cast votes for the remaining nominees and for such other persons as they may select. THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE ELECTION OF EACH OF THE NOMINEES.

  34. SENIOR OFFICERS

    SENIOR OFFICERS Certain other senior officers of the Company and their ages are as follows:

  35. SENIOR OFFICERS

    | Name | Age | Position(s) | | Stephen C. Anderson | 61 | Senior Vice President, Administration and Investor Relations | | Aletheia D. Silcott | 42 | Chief Human Resources Officer |

  36. SENIOR OFFICERS

    | | Stephen C. Anderson | | | Age: 61 | | | Steve Anderson has served as Senior Vice President of Administration and Investor Relations since 2011 and 2003, respectively. He was Secretary of the Company from January 2007 to December 2020 and [Month] 2023 to March 2024, and Compliance Officer from 2012 to 2020. He has been a Director of Astec Insurance Company since 2007 and served as President from 2012 to 2020. He was Vice President of Astec Financial Services, Inc. from 1999 to 2002. Prior to his employment with the Company, Mr. Anderson spent a combined 14 years in commercial banking with SunTrust and AmSouth banks. Mr. Anderson earned a Master of Business Administration and Bachelor of Science in Management from the University of Tennessee at Chattanooga and is a graduate of the Stonier Graduate School of Banking. |

  37. SENIOR OFFICERS

    | | Aletheia D. Silcott | | | Age: 42 | | | Aletheia Silcott is Astec’s Chief Human Resources Officer and has led the Company’s Human Resource department since February 2023. Prior to that she served as Vice President, Human Resources and Vice President of Finance at Astec Industries. Prior to her employment with the Company, Ms. Silcott was employed with Ernst & Young LLP, where she served as Organizational Effectiveness and Change Management Consultant from 2016 to 2020. Prior to Ernst and Young LLP, Ms. Silcott held a variety of roles with increasing responsibility at AGCO Corporation (NYSE: AGCO) and was the Senior Manager Global Human Resources and Change Management from 2013 to 2015, Chief of Staff to the CEO from 2011 to 2013, and Commercial Controller Europe, Africa and the Middle East from 2010 to 2012 based out of Switzerland. Ms. Silcott earned her Master of Business Administration with a concentration in International Business from Georgia State University and a Bachelor of Science in Finance from Ithaca College. |

  38. Objectives of Our Compensation Program

    | What we do: | | What we don’t do: | | | | Engage an independent compensation consultant who reports directly to the Compensation Committee | | Provide significant perquisites | | | Maintain a high percentage of executive pay as “at risk” compensation | | Provide guaranteed bonuses or long-term incentive awards | | | Align targets for performance-based compensation to shareholder interests | | Permit engaging in short-term, hedging or speculative transactions involving Company’s Common Stock | | | Maintain meaningful share ownership requirements for executive officers and directors | | Provide single-trigger change in control features | | | Manage and assess risk in compensation programs annually | | Provide gross-up payments to cover personal income taxes or excise tax for payments made in connection with a change of control | | | Mitigate undue risk by having a clawback policy with respect to performance-based and time-based compensation | | | | | Annually seek shareholder feedback on our executive compensation | | |

  39. Independent Compensation Consultant and Peer Group

    Independent Compensation Consultant and Peer Group The Compensation Committee regularly retains and seeks input from its independent compensation consultant in its decision-making process. Since May 2020, the Committee has retained Frederic W. Cook & Co., Inc. (“FW Cook”) as its independent compensation consultant. FW Cook reports directly to the Compensation Committee, and the Compensation Committee has the sole authority to retain or dismiss the consultant, and to obtain its advice at the Company’s expense. During calendar year 2024, the Compensation Committee worked with FW Cook to: review considerations and market practices related to short-term incentive plans and long-term equity incentive program design; review the Company’s executive compensation benchmarking peer group; collect comparative compensation levels for each of our executive officer positions, which included assessment of our executive officers’ base salaries, short-term annual incentive targets and long-term equity compensation levels; review our aggregate equity grant practices; review the Company’s non-employee director compensation program; conduct a compensation risk assessment; review various considerations related to the determination of CEO target compensation levels; review severance and change in control provisions for the executive team and review other executive compensation trends and regulatory developments. The market context and other information provided by FW Cook are among many factors that the Compensation Committee considers when making its decisions. FW Cook also assisted in the preparation of the Company’s public filings with regard to executive compensation. With FW Cook’s assistance, the Compensation Committee reviewed and analyzed competitive market data as background information in connection with setting calendar year 2024 compensation levels and to obtain a general understanding of current compensation practices. Data sources included industry-specific and size-adjusted published survey data. In addition, the Compensation Committee compared compensation opportunities for our CEO and CFO with pay opportunities available in comparable positions at similar companies (our “Peer Group”). Our Peer Group, which did not change from 2023, that was used as a general reference point in setting 2024 target compensation for our executive officers consisted of the following 20 comparably-sized companies from the industrial manufacturing industry (at the time the Peer Group was approved, the Company’s trailing 12-month revenue approximated the median and its 12-month average market cap was between the 25th percentile and median):

  40. Independent Compensation Consultant and Peer Group

    | Alamo Group Inc. | Hyster-Yale Materials | | Altra Industrial Motion Corporation | John Bean Technologies | | Chart Industries | Lindsay Corporation | | CIRCOR International Inc. | Manitowoc Co. | | Columbus McKinnon Corporation | Mueller Water Products | | Commercial Vehicle Group | SPX Corporation | | Enerpac Tool Group (f/k/a Actuant Corporation) | Standex International | | Enpro Industries, Inc. | The Shyft Group, Inc. | | Federal Signal Corporation | The Barnes Group | | Greenbrier Companies, Inc. | Wabash National Corporation |

  41. Independent Compensation Consultant and Peer Group

    The Compensation Committee assessed the independence of FW Cook pursuant to SEC and Nasdaq Rules. In doing so, the Committee considered each of the factors set forth by the SEC and Nasdaq with respect to a compensation consultant’s independence. The Committee also considered the nature and amount of work performed by FW Cook and the fees paid for those services in relation to the firm’s total revenues. FW Cook did not perform any separate additional services for management. On the basis of its consideration of the foregoing and other relevant factors, the Compensation Committee concluded that FW Cook was independent and that there were no conflicts of interest. The independent consultant will continue to periodically advise the Compensation Committee as to trends in executive compensation and also provide specialized studies or expert advice as requested with respect to executive compensation issues, in each case in order to assist the Compensation Committee and work on its behalf on matters related to the Compensation Committee’s purposes and responsibilities as set forth in the Compensation Committee charter, which is available through the Investor Relations section of our website at www.astecindustries.com. FW Cook will meet with the Compensation Committee and attend regular Compensation Committee meetings in person or by telephone as requested.

  42. Elements of Our Compensation Program

    | Component | Objectives | Key Features | | Base Salary | Recognizes market pay information, as well as individual experience, performance and level of responsibility | Reasonable level of fixed compensation designed to attract and retain talent | | Annual Cash Incentive | Motivates and establishes a strong link between pay and performance during the year | Variable, at risk compensation directly tied to the achievement of financial and strategic annual goals | | Long-term Equity Incentive | Aligns management compensation with creating long-term shareholder value and retains talent through multi-year vesting; Facilitates stock ownership by employees | Time-based restricted stock units (RSUs) and performance-based restricted stock units (PSUs) that vest based on continued employment and satisfaction of performance goals |

  43. Annual Cash Incentive Compensation

    Annual Cash Incentive Compensation We provide annual cash incentive opportunities to motivate and reward the named executive officers for achievement of financial results and key business objectives. For calendar year 2024, the Compensation Committee continued with our annual incentive plan (AIP) in a manner largely consistent with the AIP that was in place for calendar year 2023. The primary components of the program are discussed below. A target bonus opportunity is set for each named executive officer as a percentage of base salary, with the percentage varying depending on their position, based on a review of competitive market practices and internal equity considerations. For 2024, the AIP target amounts for the named executive officers were as follows:

  44. Annual Cash Incentive Compensation

    | Executive Officer | Target 2023 Incentive (% of Base Salary) | Target 2024 Incentive (% of Base Salary) | Target 2024 Incentive ($) | | Mr. van der Merwe | 100% | 100% | $800,000 | | Ms. Weyenberg(1) | 70% | 70% | $344,960 | | Mr. Jonker(2) | 40% | 40% | $131,800 | | Mr. Norris | 60% | 60% | $256,200 | | Mr. Snyman | 60% | 60% | $269,400 | | Mr. Harris(3) | — | 70% | $385,000 | | Mr. Gilbert(4) | — | 50% | $200,000 |

  45. Annual Cash Incentive Compensation

    (1) Ms. Weyenberg’s employment with the Company terminated on April 30, 2024 and her award was forfeited upon her termination. (2) The dollar value of Mr. Jonker’s target 2024 incentive shown above is pro-rated based on his roles and respective salaries in the 2024 year. His target percentage did not change when he was appointed to interim CFO. (3) Mr. Harris joined the Company on October 7, 2024, and his AIP target was prorated to reflect the portion of the year he was employed by the Company. (4) Mr. Gilbert joined the Company on March 25, 2024, and his AIP target was prorated to reflect the portion of the year he was employed by the Company. In order to earn any annual incentive pay for the Adjusted EBITDA metric, a plan trigger goal must be achieved. For calendar year 2024, the plan trigger goal was achieving at least 65% of a target Adjusted EBITDA goal, or $89.7 million. Assuming the plan trigger goal was achieved, actual incentive amounts that could be earned by the named executive officers for 2024 ranged from 50% (for performance at threshold levels) to a maximum of 200% (for performance above target levels) of their respective target bonus amounts, based on the level of achievement of performance goals relating to three key metrics: Adjusted EBITDA (weighted 50%), Working Capital Turnover (weighted 25%), and a non-financial metric related to the successful achievement of our enterprise resource planning implementation project milestones (weighted 25%). If the trigger goal was not achieved, then Adjusted EBITDA would not payout. Liner interpolation would be used for results falling between performance levels. Performance goals for the CEO, CFO, Group Presidents and other corporate officers relate 100% to total Company performance. We retained Adjusted EBITDA (defined below) as an AIP performance metric for calendar year 2024 because we continue to believe that it is an efficient short-term measure of operating performance, profitability and cash flow. We also retained Working Capital Turnover (defined below) as an AIP performance metric for calendar year 2024 because it is an important indicator of how efficiently we use our working capital to support our sales, which we believe is critical to our success. We included the non-financial metric — Strategy Execution — related to the successful on-time achievement of project milestones associated with our enterprise resource planning implementation project because this is a strategic initiative that is critical to the Company’s transformation.

  46. Annual Cash Incentive Compensation

    | Company Performance Goals and 2024 Results | | | | | | | | | Weighting | Threshold (50%) | Target (100%) | Maximum (200%) | Actual 2024 Results | Unweighted Actual Payout as a % of Target | | Adjusted EBITDA(1) | 50% | $110.4M | $138M | $165.6M | $111.8M | 52% | | Working Capital Turnover(2) | 25% | 3.2 | 4.0 | 4.8 | 3.6 | 77% | | Strategy Execution(3) | 25% | 50% | 100% | 200% | 50% | 50% | | Weighted Overall Payout % (% of Target) | | 50% | 100% | 200% | | 58.1% |

  47. Annual Cash Incentive Compensation

    Adjusted EBITDA is a non-GAAP financial measure that is defined as net income before interest, income taxes, depreciation and amortization each excluding the effect of acquisitions completed during the year, further adjusted for gains or losses outside the normal scope of our ordinary activities including but not limited to transformation program costs, restructuring and other related charges, asset impairments, gains or losses on the sale of assets, transaction costs representing acquisition and integration related costs and other items of income expense, gain or loss, that, in the case of each of the foregoing are identified in the publicly filed reports. (2) Working capital turnover ratio is a formula that calculates how efficiently the company utilizes working capital to support sales and growth. Working capital is current assets minus current liabilities. The working capital turnover ratio is calculated as follows: annual net sales divided by the average amount of working capital during the same year. (3) Strategy Execution is a non-financial metric related to the successful on-time achievement of project milestones associated with our enterprise resource planning implementation project because this is a strategic initiative that is critical to the Company’s transformation. Based on achievement on the performance goals in calendar year 2024, the Compensation Committee approved the following 2024 AIP bonus payments for the named executive officers: Mr. van der Merwe, $464,848; Mr. Harris, $52,673; Mr. Norris, $148,876; Mr. Snyman, $156,537; Mr. Gilbert, $89,724 and Mr. Jonker $76,584. As noted above, Ms. Weyenberg’s employment with the Company terminated prior to the end of calendar year 2024, and as a result, she did not earn an AIP incentive payment.

  48. Long-Term Incentive Compensation

    Long-Term Incentive Compensation Grants of equity-based compensation are designed to create a strong and direct link between executive officer pay and shareholder return and to enable executive officers to develop and maintain a long-term position in the Company’s common stock. For calendar year 2024, the Committee approved equity awards to key employees, including the named executive officers, consisting of time-based restricted stock units (RSUs) and performance-based restricted stock units (PSUs). RSUs comprise 50% of the 2024 annual Long-Term Incentive (“LTI”) grant value, and will vest in equal installments on the first three anniversaries of the grant date, subject to the participant’s continued employment with the Company. PSUs comprise the remaining 50% of the annual LTI grant value awarded in 2024 and can be earned in amounts between 0% and 200% of the target number of shares granted. The PSUs granted in 2024 have a single, three-year performance period and will vest and be earned on the third anniversary of the grant date. The amount of PSUs earned will be based on the level of achievement of performance goals relating to two metrics: ● Adjusted ROIC is based on a three-year average that accounts for 50% of the total PSU award value. Adjusted ROIC has historically been strongly correlated to shareholder value creation and supports a disciplined approach to capital management. Adjusted ROIC is a non-GAAP financial measure that is defined as income or loss from operations less income taxes and further adjusted for gains or losses outside the normal scope of our ordinary activities including but not limited to transformation program costs, restructuring and other related charges, asset impairments, gains or losses on the sale of assets, transaction costs representing acquisition and integration related costs and other items of income expense, gain or loss, after tax and divided by average invested capital. Linear interpolation applies between these performance levels. ● Total shareholder return (TSR) relative to a custom comparator accounts for the remaining 50% PSU award value. This metric has been used as a performance measure for PSU awards since 2016 and measures our stock price performance relative to a custom TSR comparator group. PSUs may be earned between 0% and 200% of the target number of shares granted based on our TSR relative to our TSR peer group, as follows: 200% of the target award is earned if our TSR is at or above the comparator group 75th percentile; 100% of the target award is earned if our TSR is at the comparator group 50th percentile; 50% of the target award is earned if our TSR is at the comparator group 25th percentile; and 0% of the target award is earned if our TSR is below the 25th percentile. Linear interpolation applies between these performance levels. The Committee approved awards of RSUs and PSUs for each named executive officer with the intended target grant values and the number of RSUs and PSUs granted to each named executive officer being as follows:

  49. Long-Term Incentive Compensation

    | | Time-Based RSUs | | PSUs — Adjusted ROIC | | PSUs — TSR | | | | Targeted Award Value ($) | Awards Granted | Targeted Award Value ($) | Awards Granted (at target) | Targeted Award Value ($) | Awards Granted (at target) | | Mr. van der Merwe | 1,075,000 | 30,523 | 537,500 | 15,261 | 537,500 | 15,261 | | Ms. Weyenberg | 343,000 | 9,739 | 171,500 | 4,870 | 171,500 | 4,869 | | Mr. Jonker | 65,900 | 2,320 | 131,800 | 355 | 263,600 | 355 | | Mr. Norris | 200,000 | 5,679 | 100,000 | 2,840 | 100,000 | 2,839 | | Mr. Snyman | 260,000 | 7,383 | 130,000 | 3,691 | 130,000 | 3,691 | | Mr. Harris | 400,000 | 4,145 | 200,000 | 2,073 | 200,000 | 2,072 | | Mr. Gilbert | 180,000 | 4,747 | 90,000 | 2,374 | 90,000 | 2,373 |

  50. Summary Compensation Table

    Summary Compensation Table This table provides information regarding compensation paid to or earned by our 2024 named executive officers for each of the years ended December 31, 2024, 2023 and 2022 in which they were also named executive officers.

  51. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(6) | Non-Equity Incentive Plan Compensation ($)(7) | All Other Compensation ($)(8) | Total ($) | | Jaco G. van der Merwe, Chief Executive Officer | 2024 | 779,838 | — | 2,187,089 | 464,848 | 232,313 | 3,664,088 | | | 2023 | 720,548 | — | 1,329,805 | 1,120,170 | 147,404 | 3,317,927 | | | 2022 | 400,000 | — | 465,763 | 268,500 | 77,802 | 1,212,065 | | Brian Harris(2) Chief Financial Officer | 2024 | 116,346 | — | 316,137 | 52,673 | 34,703 | 519,859 | | Rebecca A. Weyenberg(3), Former Chief Financial Officer | 2024 | 174,444 | — | 697,847 | — | 129,434 | 1,001,725 | | | 2023 | 481,753 | — | 675,151 | 532,985 | 127,869 | 1,817,758 | | | 2022 | 448,000 | — | 607,500 | 266,560 | 78,096 | 1,400,156 | | Michael P. Norris, Group President | 2024 | 423,819 | — | 406,928 | 148,867 | 102,749 | 1,082,363 | | | 2023 | 364,879 | — | 359,057 | 289,993 | 91,532 | 1,105,461 | | Barend Snyman, Group President | 2024 2023 | 445,510 212,852 | 178,500(4) | 528,992 511,183 | 156,537 196,995 | 18,103 19,006 | 1,149,142 1,118,536 | | Heinrich Jonker Former Interim Chief Financial Officer | 2024 | 328,393 | 60,021(5) | 59,875 | 76,584 | 8,957 | 533,830 | | Terrell Gilbert(1) General Counsel, Chief Compliance Officer and Corporate Secretary | 2024 | 300,000 | — | 332,954 | 89,724 | 40,993 | 763,671 |

  52. Summary Compensation Table

    (1) Mr. Gilbert joined the Company effective March 25, 2024. (2) Mr. Harris joined the Company effective October 7, 2024 (3) Ms. Weyenberg’s employment with the Company terminated as of April 30, 2024. Ms. Weyenberg’s salary amount for 2024 includes payout of accrued paid time off. (4) Reflects sign-on bonus paid to Mr. Snyman in connection with him joining the Company effective July 3, 2023, of which $127,500 was paid in respect of compensation forfeited from his former employer. (5) Reflects spot bonus paid to Mr. Jonker in connection with his interim role in the Company ending October 7, 2024. (6) Amounts reflect the grant date fair value of RSUs granted in the reported year, determined in accordance with Financial Accounting Standards Board ASC Topic 718 Stock Compensation (“FASB ASC Topic 718”). The grant date fair value of the time-based RSUs is based on the closing market price of the Company’s common stock on the day prior to the grant date multiplied by the number of RSUs granted. The grant date fair value of the performance-based RSUs with an Adjusted ROIC performance metric is based on the closing price of the Company’s common stock on the day prior to the grant date. Grant date fair value for the performance-based RSUs with a TSR performance condition are determined using a Monte-Carlo simulation model. Assuming the performance-based conditions relating to the performance-based RSUs were achieved at the highest levels for (rather than at expected or target levels), the aggregate grant date fair value of awards reflected in this column for 2024 would be higher by the following amounts: Mr. van der Merwe, $537,492; Ms. Weyenberg, $171,521; Mr. Norris, $100,025; Mr. Snyman, $129,997; Mr. Jonker, $12,503; Mr. Harris, $77,281; and Mr. Gilbert, $83,114. For more information regarding annual RSU grants pursuant to our long-term incentive program, see the Compensation Discussion and Analysis section of this proxy statement. Reflects annual incentive award earned based on achievement of pre-established performance goals, as more fully described in the Compensation Discussion and Analysis section of this proxy statement. Amounts included in this column for 2024 include the following:.

  53. Summary Compensation Table

    | | Van der Merwe | Weyenberg | Norris | Snyman | Jonker | Harris | Gilbert | | Employer contribution to 401(k) plan | $13,800 | $13,800 | $13,800 | $11,704 | $8,624 | $3,385 | $7,692 | | Employer contribution to SERP | $190,001 | $73,870 | $71,381 | $— | $— | $— | $— | | Relocation Costs | $— | | | | | $30,000 | $11,560 | | Automobile | $27,237 | $9,277 | $15,673 | $5,308 | $— | $— | $21,035 | | Group Term Life | $1,275 | $1,213 | $1,894 | $1,091 | $333 | $1,319 | $706 | | Termination Payment for Unused PTO | $— | $31,274 | $— | $— | $— | $— | $— | | TOTAL | $232,313 | $129,434 | $102,749 | $18,103 | $8,957 | $34,703 | $40,993 |

  54. Grants of Plan-Based Awards for Calendar Year 2024

    Grants of Plan-Based Awards for Calendar Year 2024 The following table sets forth individual grants of awards made to each named executive officer during calendar year 2024.

  55. Grants of Plan-Based Awards for Calendar Year 2024

    | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards(6) ($) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Mr. van der Merwe | | 400,000 | 800,000 | 1,600,000 | | | | | | | | 2/26/24 | | | | | | | 30,523(4) | 1,075,020 | | | 2/26/24 | | | | 7,631 | 15,261(2) | 30,522 | | 537,492 | | | 2/26/24 | | | | 7,631 | 15,261(3) | 30,522 | | 574,577 | | Ms. Weyenberg | | 172,480 | 344,960 | 689,920 | | | | | | | | 2/26/24 | | | | | | | 9,739(4) | 343,008 | | | 2/26/24 | | | | 2,435 | 4,870(2) | 9,740 | | 171,521 | | | 2/26/24 | | | | 2,435 | 4,869(3) | 9,738 | | 183,318 | | Mr. Norris | | 128,100 | 256,200 | 512,400 | | | | | | | | 2/26/24 | | | | | | | 5,679(4) | 200,014 | | | 2/26/24 | | | | 1,420 | 2,840(2) | 5,680 | | 100,025 | | | 2/26/24 | | | | 1,420 | 2,839(3) | 5,678 | | 106,888 | | Mr. Snyman | | 134,700 | 269,400 | 538,800 | | | | | | | | 2/26/24 | | | | | | | 7,383(4) | 260,029 | | | 2/26/24 | | | | 1,846 | 3,691(2) | 7,382 | | 129,997 | | | 2/26/24 | | | | 1,846 | 3,691(3) | 7,382 | | 138,966 | | Mr. Jonker | | 55,000 | 110,000 | 220,000 | | | | | | | | 2/26/24 | | | | | | | 710(4) | 25,006 | | | 2/26/24 | | | | 178 | 355(2) | 710 | | 12,503 | | | 2/26/24 | | | | 178 | 355(3) | 710 | | 13,366 | | | 11/15/24 | | | | | | | 1,610(5) | 60,021 | | Mr. Harris | | 192,500 | 385,000 | 770,000 | | | | | | | | 11/15/24 | | | | | | | 4,145(4) | 154,526 | | | 11/15/24 | | | | 1,037 | 2,073(2) | 4,146 | | 77,281 | | | 11/15/24 | | | | 1,036 | 2,072(3) | 4,144 | | 84,330 | | Mr. Gilbert | | 100,000 | 200,000 | 400,000 | | | | | | | | 5/15/24 | | | | | | | 4,747(4) | 166,192 | | | 5/15/24 | | | | 1,187 | 2,374(2) | 4,748 | | 83,114 | | | 5/15/24 | | | | 1,187 | 2,373(3) | 4,746 | | 83,648 |

  56. Grants of Plan-Based Awards for Calendar Year 2024

    (1) Represents potential threshold, target and maximum payout opportunities for performance in calendar year 2024 under the annual cash incentive plan. (2) Reflects performance-based restricted stock units that generally vest on February 26, 2027 based on the level of achievement of performance goals relating to average return on invested capital, or earlier upon the death, disability or retirement of the executive after reaching age 65, or upon a change in control in which the successor company does not assume or otherwise equitably convert the awards. (3) Reflects performance-based restricted stock units that generally vest on February 26, 2027 based on the level of achievement of performance goals relating to relative total shareholder return, or earlier upon the death, disability or retirement of the executive after reaching age 65, or upon a change in control in which the successor company does not assume or otherwise equitably convert the awards. Reflects time-based restricted stock units that vest in three equal installments on February 26, 2025, 2026 and 2027, or earlier upon the death, disability or retirement of the executive after reaching age 65, or upon a change in control in which the successor company does not assume or otherwise equitably convert the awards. Reflects time-based restricted stock units that vest in equal installments on November 15, 2025, 2026 and 2027, or earlier upon the death, disability or retirement of the executive after reaching age 65, or upon a change in control in which the successor company does not assume or otherwise equitably convert the awards. (6) Reflects the aggregate grant date fair value of the award determined in accordance with FASB ASC Topic 718. Grant date fair value for the time-based restricted stock units is based on the closing market price of the Company’s common stock on the day prior to the grant date. Grant date fair value for the performance-based restricted stock units that vest based on the average return on invested capital performance metric is based on the closing market price of the Company’s common stock on the day prior to the grant date multiplied by the target number of RSUs granted. Grant date fair value for the performance-based restricted stock units with a TSR performance condition are determined using a Monte-Carlo simulation model.

  57. Outstanding Equity Awards at December 31, 2024

    Outstanding Equity Awards at December 31, 2024 This table discloses outstanding stock awards for the named executive officers as of December 31, 2024.

  58. Outstanding Equity Awards at December 31, 2024

    | | Stock Awards | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(15) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(15) | | Mr. van der Merwe | 1,599(1) | 53,718 | 0(4) | 0 | | | 10,049(2) | 337,658 | 22,498(5) | 755,950 | | | 30,960(3) | 1,040,250 | 61,918(6) | 2,080,433 | | Ms. Weyenberg | — | — | — | — | | Mr. Norris | 1,044(1) | 35,067 | 0(4) | 0 | | | 2,714(2) | 91,200 | 6,074(5) | 204,087 | | | 5,760(3) | 193,545 | 11,521(6) | 387,091 | | Mr. Snyman | 1,629(8) | 54,723 | 3,647(9) | 122,554 | | | 3,257(7) | 109,446 | 14,975(6) | 503,170 | | | 7,489(3) | 251,619 | | | | Mr. Jonker | 328(1) | 11,037 | 0(4) | 0 | | | 354(2) | 11,879 | 788(5) | 26,486 | | | 720(3) | 24,197 | 1440(6) | 48,395 | | | 1,610(14) | 54,096 | | | | Mr. Harris | 4,145(12) | 139,272 | 8,290(13) | 278,544 | | Mr. Gilbert | 4,781(10) | 160,653 | 9,563(11) | 321,306 |

  59. Outstanding Equity Awards at December 31, 2024

    (1) Reflects restricted stock units that were granted on February 28, 2022, and vest in equal installments on the first three anniversaries of the grant date, or earlier upon the death, disability, or retirement of the executive after reaching age 65, or upon a change in control in which the successor company does not assume or otherwise equitably convert the awards. (2) Reflects restricted stock units that were granted on February 27, 2023, and vest in equal installments on the first three anniversaries of the grant date, or earlier upon the death, disability, or retirement of the executive after reaching age 65, or upon a change in control in which the successor company does not assume or otherwise equitably convert the awards. (3) Reflects restricted stock units that were granted on February 26, 2024, and vest in equal installments on the first three anniversaries of the grant date, or earlier upon the death, disability, or retirement of the executive after reaching age 65, or upon a change in control in which the successor company does not assume or otherwise equitably convert the awards. (4) Reflects performance-based restricted stock units that were granted on February 28, 2022, and vest on the third anniversary of the grant date based on the level of achievement of performance goals relating to average return on invested capital and total shareholders return, or earlier upon the death, disability or retirement of the executive after reaching age 65, or upon a change in control in which the successor company does not assume or otherwise equitably convert the awards. The performance period was completed as of December 31, 2024, and performance was below threshold, resulting in no payout. Reflects performance-based restricted stock units that were granted on February 27, 2023, and vest on the third anniversary of the grant date based on the level of achievement of performance goals relating to average return on invested capital and total shareholders return, or earlier upon the death, disability or retirement of the executive after reaching age 65, or upon a change in control in which the successor company does not assume or otherwise equitably convert the awards. Amounts reported here reflect maximum level of achievement of the average return on invested capital performance goal, which would result in 200% of the target award being earned, and target level of achievement of the total shareholder return performance goal, which would result in 100% of the target award being earned . Reflects performance-based restricted stock units that were granted on February 26, 2024, and vest on the third anniversary of the grant date based on the level of achievement of performance goals relating to average return on invested capital and total shareholders return, or earlier upon the death, disability or retirement of the executive after reaching age 65, or upon a change in control in which the successor company does not assume or otherwise equitably convert the awards. Amounts reported here reflect maximum levels of achievement of the performance goals, which would result in 200% of the target award being earned. (7) Reflects restricted stock units that were granted on August 15, 2023, and vest in equal installments on the first three anniversaries of the grant date, or earlier upon the death, disability, or retirement of the executive after reaching age 65, or upon a change in control in which the successor company does not assume or otherwise equitably convert the awards. (8) Reflects restricted stock units that were granted on August 15, 2023, and vest in equal installments on February 27, 2024, 2025 and 2026, or earlier upon the death, disability, or retirement of the executive after reaching age 65, or upon a change in control in which the successor company does not assume or otherwise equitably convert the awards. (9) Reflects performance-based restricted stock units that were granted on August 15, 2023, and vest on February 27, 2026, based on the level of achievement of performance goals relating to average return on invested capital and total shareholders return, or earlier upon the death, disability or retirement of the executive after reaching age 65, or upon a change in control in which the successor company does not assume or otherwise equitably convert the awards. Amounts reported here reflect maximum level of achievement of the average return on invested capital performance goal, which would result in 200% of the target award being earned, and target level of achievement of the total shareholder return performance goal, which would result in 100% of the target award being earned. (10) Reflects restricted stock units that were granted on May 15, 2024 and vest in equal installments on February 26, 2025, 2026, and 2027 or earlier upon the death, disability, or retirement of the executive after reaching age 65, or upon a change in control in which the successor company does not assume or otherwise equitably convert the awards. (11) Reflects performance-based restricted stock units that were granted on May 15, 2024, and vest on February 26, 2027, based on the level of achievement of performance goals relating to average return on invested capital and total shareholders return, or earlier upon the death, disability or retirement of the executive after reaching age 65, or upon a change in control in which the successor company does not assume or otherwise equitably convert the awards. Amounts reported here reflect maximum levels of achievement of the performance goals, which would result in 200% of the target award being earned. (12) Reflects restricted stock units that were granted on November 15, 2024 and vest in equal installments on February 26, 2025, 2026, and 2027 or earlier upon the death, disability, or retirement of the executive after reaching age 65, or upon a change in control in which the successor company does not assume or otherwise equitably convert the awards. (13) Reflects performance-based restricted stock units that were granted on November 15, 2024, and vest on February 26, 2027, based on the level of achievement of performance goals relating to average return on invested capital and total shareholders return, or earlier upon the death, disability or retirement of the executive after reaching age 65, or upon a change in control in which the successor company does not assume or otherwise equitably convert the awards. Amounts reported here reflect maximum levels of achievement of the performance goals, which would result in 200% of the target award being earned. (14) Reflects restricted stock units that were granted on November 15, 2024, and vest in equal installments on the first three anniversaries of the grant date, or earlier upon the death, disability, or retirement of the executive after reaching age 65, or upon a change in control in which the successor company does not assume or otherwise equitably convert the awards. (15) Reflects the value calculated by multiplying the number of restricted stock units by $33.60, which was the closing price of our common stock on December 31, 2024.

  60. Option Exercises and Stock Vested in 2024

    Option Exercises and Stock Vested in 2024 This table provides information regarding the vesting of restricted stock units held by the named executive officers during calendar year 2024.

  61. Option Exercises and Stock Vested in 2024

    | | Stock Awards (RSUs) | | | Name | Number of shares acquired upon vesting | Value realized on vesting(1) | | Mr. van der Merwe | 7,520 | $275,889 | | Ms. Weyenberg | 6,540 | $248,869 | | Mr. Norris | 2,895 | $107,766 | | Mr. Snyman | 2,385 | $78,995 | | Mr. Jonker | 482 | $17,341 | | Mr. Harris | — | $— | | Mr. Gilbert | — | $— |

  62. Option Exercises and Stock Vested in 2024

    Value realized represents the fair market value of the shares on the vesting date.

  63. Nonqualified Deferred Compensation for the Year Ended December 31, 2024

    Nonqualified Deferred Compensation for the Year Ended December 31, 2024

  64. Nonqualified Deferred Compensation for the Year Ended December 31, 2024

    | Name | Plan Name | Executive Contributions in Last FY ($) | Registrant Contributions in Last FY ($)(1) | Aggregate Earnings (Losses) in Last FY ($)(2) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($)(3) | | Mr. van der Merwe | SERP | — | 190,001 | 70,185 | — | 692,168 | | Ms. Weyenberg(5) | SERP | — | 73,870 | (2,204) | (265,306) | — | | Mr. Norris | SERP | — | 71,381 | 39,029 | — | 371,942 | | Mr. Snyman(4) | — | — | — | — | — | — | | Mr. Jonker(4) | — | — | — | — | — | — | | Mr. Harris(4) | — | — | — | — | — | — | | Mr. Gilbert(4) | — | — | — | — | — | — |

  65. Nonqualified Deferred Compensation for the Year Ended December 31, 2024

    (1) Reflects the annual Company contributions made to the Supplemental Executive Retirement Plan (SERP) accounts of the named executive officers in an amount equal to 10% of the executive’s total cash compensation, as defined in the plan. These amounts are reflected in the Summary Compensation Table in the “All Other Compensation” column for 2024 (2) Reflects the aggregate earnings (losses) credited to the executive’s account during calendar year 2024, which include interest and other earnings based on the investment elections of the executive. All investment elections provide market returns and there were no preferential or above-market earnings that would be required to be included in the Summary Compensation Table in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column. (3) The following amounts included in the Aggregate Balance at December 31, 2024 were previously reported as compensation to the named executive officers in the Summary Compensation Table for years prior to 2024: Mr. van der Merwe, $336,720; Ms. Weyenberg, $223,664; and Mr. Norris, $57,273. (4) Mr. Snyman, Mr. Jonker, Mr. Harris and Mr. Gilbert are not eligible for SERP as of year-end December 31, 2024. (5) Ms. Weyenberg terminated employment. SERP contributions and earnings were distributed according to deferral election. The Astec Industries, Inc. Supplemental Executive Retirement Plan (SERP) provides a fully vested retirement benefit to our named executive officers upon their termination of employment with the Company. During a participant’s employment, the Company contributes 10%, unless specified otherwise by the Board, of such participant’s compensation (which includes base salary and annual cash incentive awards but excludes certain amounts, such as an amount realized from the granting or vesting of restricted stock units) to each named executive officer’s SERP account. This amount is credited with earnings or losses based on the rate of return on the participant’s investment elections, which include money market funds, mutual funds, and Company common stock, and are generally the same investment choices available under our 401(k) plan. Upon separation from service, the Company will pay the participant a single lump sum in cash equal to the amount in his or her SERP account or a participant may elect to receive payment in annual installments, not to exceed 10 years. If a participant dies before receiving the lump sum payment, or, in the case of an annual installment election, before receiving all installments, the SERP account balance will be distributed to his or her survivor in a single lump sum as soon as practicable following the participant’s death. Accelerated withdrawal is not permitted except in certain limited circumstances specified in the plan. The Company may terminate the SERP at any time but must pay participants the account value as determined under the SERP. The Astec Industries, Inc. Deferred Compensation Plan is a nonqualified deferred compensation plan pursuant to which the named executive officers and other eligible participants may elect to defer between 10% and 75% of their base compensation and between 10% and 100% of their annual incentive bonus. Deferral elections for compensation earned in a calendar year are due by the December 31 of the preceding calendar year are irrevocable. These deferral elections are for the base compensation and bonus earned during that year, even if the amounts are actually payable in the following year. Deferrals of equity compensation or severance are not permitted, and a separate election is required for each year. The plan does not provide for any form of company contribution, and participants are at all times fully vested in their account balance. Deferrals are held for each participant in separate individual accounts in an irrevocable rabbi trust. Deferred amounts are credited with earnings or losses based on the rate of return of investment funds selected by the executive, which the executive may change at any time. Participants are able to elect a distribution event for each year’s deferrals, which could be either (i) the date the participant reaches age 65, (ii) the first day of the seventh month following the participant’s separation from service, or (iii) a specific date elected by the participant, which must be at least two full years after the end of the year for which deferrals are made. Participants may also make an election regarding payment terms, which may be either a lump sum, or any whole number of annual installments from two to ten. While elections regarding time and form of payment are generally irrevocable, participants are permitted to change these elections provided the change is made at least one year before the payment event and provided the commencement of benefits is delayed by at least five years. If a participant dies before receiving the full value of the deferral account balances, the participant’s beneficiary receives the full value of the participant’s account in a lump sum no later than the last day of the calendar year following the year in which the participant’s death occurs. The plan does not provide for hardship withdrawals, but does allow limited accelerations of payment under certain events permitted by the Internal Revenue Code, including satisfaction of federal, state, or local ethics requirements, payment of certain tax obligations, and satisfaction of limited debt obligations to the Company as permitted by law. The plan does not expressly contemplate payment on a change in control of the Company, though applicable law would generally permit the Company to terminate and distribute the plan in full within 30 days before or 12 months following a change in control.

  66. Potential Payments upon Termination, Resignation or Change-in-Control

    Potential Payments upon Termination, Resignation or Change-in-Control This section describes, and sets forth quantitative disclosure with respect to, payments and benefits to which our named executive officers would have been entitled if their employment had terminated on December 31, 2024, under various circumstances.

  67. PAY VERSUS PERFORMANCE DISCLOSURE

    PAY VERSUS PERFORMANCE DISCLOSURE Provided below is the Company’s “pay versus performance” disclosure as required pursuant to Item 402(v) of Regulation S-K promulgated under the Exchange Act. As required by Item 402(v), we have included: ● A list of the most important measures that our Compensation Committee used in 2024 to link a measure of pay calculated in accordance with Item 402(v) (referred to as “compensation actually paid”, or CAP) to Company performance. ● A table that compares the total compensation of our named executive officers’ (“NEOs”) as presented in the Summary Compensation Table (“SCT”) to CAP and that compares CAP to specified performance measures; and ● Graphs that describe: ◦ the relationships between CAP and our cumulative total shareholder return (“TSR”), GAAP Net Income, and our Company selected measure, of Adjusted Earnings Before Interest, Taxes, Depreciation, and Amortization (EBITDA). ◦ the relationship between our TSR and the TSR of the S&P 600 SmallCap Industrials Sector (“Peer Group TSR”). Salary, Bonus, Non-Equity Incentive Plan Compensation, Nonqualified Deferred Compensation Earnings and All Other Compensation are each calculated in the same manner for purposes of both CAP and SCT. The table below shows the primary difference between the calculation of CAP and SCT total compensation:

  68. PAY VERSUS PERFORMANCE DISCLOSURE

    | | SCT Total | CAP | | Stock Awards | Grant date fair value of stock awards granted during the year | Year over year change in the fair value of stock awards that are unvested as of the end of the year, or vested or were forfeited during the year(1) |

  69. PAY VERSUS PERFORMANCE DISCLOSURE

    (1) Includes any dividends paid on equity awards in the fiscal year prior to the vesting date that are not otherwise reflected in the fair value of such award. This disclosure has been prepared in accordance with Item 402(v) and does not necessarily reflect value actually realized by the executives or how our Committee evaluates compensation decisions in light of Company or individual performance. In particular, our Committee has not used CAP as a basis for making compensation decisions, nor does it use GAAP Net Income or Peer Group TSR for purposes of determining incentive compensation. Please refer to our Compensation Discussion and Analysis for a discussion of our executive compensation program objectives and the ways in which we align executive compensation pay with performance. Our Most Important Metrics Used for Linking Pay and Performance. As required by Item 402(v), below are the most important metrics our Committee used to link executive pay to performance for 2024. Our stock price performance, as reflected by our absolute TSR, directly impacts the value of the equity compensation awards we grant to executive officers. Each of the other metrics below are used for purposes of determining payouts under either our annual executive cash incentive program or our executive long-term incentive program. ● Adjusted EBITDA ● Relative TSR compared to a custom comparator group Adjusted ROIC Adjusted EBITDA is believed to correlate strongly with shareholder returns. Accordingly, Adjusted EBITDA is the Company-selected measure included in the table and graphs that follow.

  70. Pay Versus Performance Table

    Pay Versus Performance Table In accordance with Item 402(v), we provide below the tabular disclosure for the Company’s President and Chief Executive Officers (our Principal Executive Officers (“PEO”)) and the average of our NEOs other than the PEO for 2024, 2023, 2022 and 2021. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

  71. Pay Versus Performance Table

    | Year (a) | Summary Compensation Table Total for First PEO(1) ($) (b) | Summary Compensation Table Total for Second PEO(1) ($) (b) | Compensation Actually Paid to First PEO(1)(2)(3) ($) (c) | Compensation Actually Paid to Second PEO(1)(2)(3) ($)” (c) | Average Summary Compensation Table Total for Non-PEO NEOs(1) ($) (d) | Average Compensation Actually Paid to Non-PEO NEOs(1)(2)(3) ($) (e) | Value of Initial Fixed $100 Investment based on:(4) | | Net Income ($ Millions)(5) (h) | Adjusted EBITDA(6) ($ Millions) (i) | | | | | | | | | TSR ($) (f) | Peer Group TSR ($) (g) | | | | 2024 | | 3,664,088 | | 3,151,809 | 840,265 | 545,756 | 84.57 | 196.11 | 4.1 | 111.8 | | 2023 | 3,527,606 | 3,317,927 | 2,077,031 | 3,166,225 | 1,365,714 | 983,058 | 92.30 | 167.57 | 33.7 | 110.0 | | 2022 | 4,245,485 | — | 1,009,177 | — | 1,211,633 | 394,458 | 99.58 | 127.39 | (0.6) | 70.8 | | 2021 | 3,469,725 | — | 4,281,031 | — | 1,160,498 | 1,377,772 | 167.78 | 140.80 | 15.9 | 65.1 | | 2020 | 2,678,565 | | 4,741,464 | | 1,064,315 | 1,390,604 | 139.28 | 111.94 | 46.0 | 81.7 |

  72. Pay Versus Performance Table

    (1) Barry A. Ruffalo was our only PEO for 2020, 2021, and 2022, and served as our PEO through January 6, 2023 (“First PEO”). Jaco van der Merwe was our PEO as of January 6, 2023 (“Second PEO”) through 2024. The individuals comprising the Non-PEO NEOs for each year presented are listed below.

  73. Pay Versus Performance Table

    | 2021 | 2022 | 2023 | 2024 | | Rebecca A. Weyenberg | Rebecca A. Weyenberg | Rebecca A. Weyenberg | Rebecca A. Weyenberg | | Timothy A. Averkamp | Timothy A. Averkamp | Timothy A. Averkamp | Barend Snyman | | Jaco G. van der Merwe | Jaco G. van der Merwe | Barend Snyman | Michael Norris | | Anshu Pasricha | Anshu Pasricha | Anshu Pasricha | Heinrich Jonker | | | | Michael Norris | Brian Harris | | | | | Terrell Gilbert |

  74. Pay Versus Performance Table

    (2) The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. (3) Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEOs and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the totals from the Stock Awards column set forth in the Summary Compensation Table.

  75. Pay Versus Performance Table

    | Year | Summary Compensation Table Total for First PEO ($) | Exclusion of Stock Awards for First PEO ($) | Inclusion of Equity Values for First PEO ($) | Compensation Actually Paid to First PEO ($) | | 2024 | — | — | — | — |

  76. Pay Versus Performance Table

    | Year | Summary Compensation Table Total for Second PEO ($) | Exclusion of Stock Awards for Second PEO ($) | Inclusion of Equity Values for Second PEO ($) | Compensation Actually Paid to Second PEO ($) | | 2024 | 3,664,088 | (2,187,089) | 1,674,810 | 3,151,809 |

  77. Pay Versus Performance Table

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2024 | 840,265 | (398,959) | 104,450 | 545,756 |

  78. Pay Versus Performance Table

    The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

  79. Pay Versus Performance Table

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for First PEO ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for First PEO ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for First PEO ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for First PEO ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for First PEO ($) | Total — Inclusion of Equity Values for First PEO ($) | | 2024 | — | — | — | — | — | — |

  80. Pay Versus Performance Table

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Second PEO ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Second PEO ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Second PEO ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Second PEO ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Second PEO ($) | Total — Inclusion of Equity Values for Second PEO ($) | | 2024 | 2,152,235 | (450,372) | — | 3,283 | (30,336) | 1,674,810 |

  81. Pay Versus Performance Table

    | Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Total — Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2024 | 274,891 | (39,861) | — | 1,169 | (131,749) | 104,450 |

  82. Pay Versus Performance Table

    (4) The Peer Group TSR set forth in this table utilizes the S&P 600 SmallCap Industrials index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2024. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the S&P 600 SmallCap Industrials index, respectively. The amounts previously reported for the Peer Group TSR for 2020-2024 have been slightly adjusted in this year’s table from the amounts previously reported so as to provide a consistent methodology with the TSR calculation used in the Annual Report. Historical stock performance is not necessarily indicative of future stock performance (5) Net income values in this table reflect immaterial revisions to previously issued consolidated financial statements that we filed in our Form 10-Q for the fiscal quarter ended March 31, 2022. We determined Adjusted EBITDA to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our Second PEO and Non-PEO NEOs in 2024. Adjusted EBITDA is a non-GAAP measure, and disclosure as to how it is calculated from our audited financial statements is provided above under the caption “Compensation Discussion and Analysis — Elements of Our Compensation Program — Annual Cash Incentive Compensation.”

  83. Relationship Between Compensation Actually Paid and Company and Peer Group Total Shareholder Return (“TSR”)

    Relationship Between Compensation Actually Paid and Company and Peer Group Total Shareholder Return (“TSR”) The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s — cumulative TSR over the five most recently completed fiscal years and the Peer Group’s over the same period.

  84. PEO and Average Non-PEO NEO Compensation Actually Paid Versus TSR

    PEO and Average Non-PEO NEO Compensation Actually Paid Versus TSR

  85. Relationship Between Compensation Actually Paid and Net Income

    Relationship Between Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Net Income during the five most recently completed fiscal years.

  86. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Net Income

    PEO and Average Non-PEO NEO Compensation Actually Paid Versus Net Income

  87. Relationship Between Compensation Actually Paid and Adjusted EBITDA

    Relationship Between Compensation Actually Paid and Adjusted EBITDA The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Adjusted EBITDA during the five most recently completed fiscal years.

  88. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Adjusted EBITDA

    PEO and Average Non-PEO NEO Compensation Actually Paid Versus Adjusted EBITDA

  89. Key Data Relating to Outstanding Equity Awards and Shares Available

    Key Data Relating to Outstanding Equity Awards and Shares Available The following table includes information regarding outstanding equity awards and shares available for future awards as of March 1, 2025 (and without giving effect to approval of the 2025 Equity Incentive Plan under this Proposal):

  90. Key Data Relating to Outstanding Equity Awards and Shares Available

    | | Prior Plan(1) | | Total shares underlying outstanding stock options and SARs | 0 | | Total shares underlying outstanding unvested and vested/deferred time-based full value awards | 219,377 | | Total shares underlying outstanding unvested performance-based full value awards | 255,617(2) | | Total shares underlying all outstanding awards | 474,994 | | Total shares currently available for grant | 567,557(3) | | Common stock outstanding as of March 1, 2025 | 22,833,453 | | Market price of common stock as of March 1, 2025 | $35.58 |

  91. Key Data Relating to Outstanding Equity Awards and Shares Available

    (1) Includes information regarding all outstanding equity awards and shares available for future awards, which are all under the Prior Plan and the Amended and Restated Non-Employee Directors Stock Incentive Plan. As of March 1, 2025 (and as of the date of this Proxy Statement), no other plans had awards outstanding or shares available for future awards. (2) Assumes performance-based awards will vest and pay out based on maximum performance levels being achieved. (3) Represents the total number of shares available for future awards under the Prior Plan. As noted above, as of March 1, 2025, there were approximately 567,557 shares reserved and available for future awards under the Prior Plan. The 2025 Equity Incentive Plan authorizes an additional 1,309,500 shares for future grants (representing approximately 5.7% of the Company’s outstanding shares as of March 1, 2025). In setting and recommending to shareholders the number of additional shares to authorize under the 2025 Plan, the Compensation Committee and the Board considered the historical number of equity awards granted under the Prior Plan, potential dilution from the 2025 Equity Incentive Plan, as well as the Company’s three-year average burn rate for the preceding three fiscal years. The aggregate shares shown in the table above (total shares underlying all outstanding awards and total shares currently available for grant) represent a fully-diluted overhang of approximately 4.3% based on the Company’s common shares outstanding as of March 1, 2025. If the 2025 Plan is approved, the additional 1,309,500 shares available for issuance would increase the overhang to approximately 7.2%. The Company calculates the fully diluted “overhang” as the total of (a) shares underlying outstanding awards plus shares available for issuance under future equity awards, divided by (b) the total number of shares outstanding, shares underlying outstanding awards and shares available for issuance under future equity awards. When considering the share reserve for the 2025 Equity Incentive Plan, the Compensation Committee and the Board reviewed, among other things, the potential dilution to current shareholders as measured by burn rate and overhang, projected future share usage and projected future forfeitures. The Company’s burn rate averaged .7% of common shares outstanding over the last three years (2022-2024), as shown in the table below. The projected future usage of shares for long-term incentive awards under the 2025 Plan was reviewed under scenarios based on a variety of assumptions. Depending on assumptions, the share pool under the 2025 Plan is projected to satisfy the Company’s equity compensation needs for at least 3 to 5 years. The actual amount of time will vary depending on several factors, including changes in employee headcount, long-term incentive award type mix, future forfeitures and cancellations, performance-based award achievement as percent of target, future acquisitions, and the Company’s stock price.

  92. Key Data Relating to Outstanding Equity Awards and Shares Available

    | Fiscal Year | 2022 | 2023 | 2024 | | Time-based RSUs and DSUs granted | 147,000 | 112,000 | 142,000 | | Performance-based awards earned | 30,000 | 39,000 | 0 | | Total | 177,000 | 151,000 | 142,000 | | Weighted-average basic common shares outstanding | 22,790,717 | 22,719,900 | 22,799,071 | | Gross burn rate(1) | .8% | .7% | .6% |

  93. Key Data Relating to Outstanding Equity Awards and Shares Available

    Total number of Restricted Stock Units and Deferred Stock Units granted, and Performance-based awards vested in each year divided by weighted average common shares outstanding.