DEF 14A of Mayville Engineering Company, Inc.
Filed Mar 10, 2026 · FY20250001104659-26-025849
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS The Company’s bylaws provide that the directors shall be divided into three classes, with the classes to be as nearly equal in number as possible, and with the directors serving three-year terms. At the Annual Meeting, the shareholders will elect three directors to hold office until the 2029 annual meeting of shareholders and until their respective successors are duly elected and qualified. Unless shareholders otherwise specify, the shares represented by the proxies received will be voted in favor of the election as directors of the three persons named as nominees herein. The Board has no reason to believe that the listed nominees will be unable or unwilling to serve as directors if elected. However, in the event that any nominee should be unable to serve or for good cause will not serve, the shares represented by proxies received will be voted for another nominee selected by the Board. Each director will be elected by a plurality of the votes cast at the Annual Meeting, assuming a quorum is present. For this purpose, “plurality” means that the nominees receiving the largest number of votes will be elected as directors. Any shares not voted at the Annual Meeting, whether due to abstentions, broker non-votes or otherwise, will have no impact on the election of the directors. Votes will be tabulated by an inspector of elections appointed by the Company. The Board is presently composed of seven members, six of whom are non-employee, independent directors. Due to his desire to retire, Steven L. Fisher is not standing for re-election as a director at the Annual Meeting, with his retirement from the Board to be effective following the Annual Meeting on April 21, 2026. As a result, the Nominating and Corporate Governance Committee is nominating Christine M. Schyvinck for election at the Annual Meeting. The following sets forth certain information, as of February 20, 2026, about the Board’s nominees for election at the Annual Meeting and each director of the Company whose term will continue after the Annual Meeting.
Nominees for Election at the Annual Meeting
Nominees for Election at the Annual Meeting Terms expiring at the 2029 Annual Meeting Robert L. McCormick, 65, has been a member of the Board since December 2022. Mr. McCormick retired from Douglas Dynamics in 2024, but he had previously served as an officer at Douglas Dynamics Inc. where he was the Vice President and Chief Financial Officer and Treasurer from 2004 to 2017, Chief Operating Officer from 2017 to 2019 and President and Chief Executive Officer from 2019 to July 2024. Mr. McCormick also served as a Director on the Board of Douglas Dynamics Inc. from 2019 to 2024. Prior to joining Douglas Dynamics, Mr. McCormick also served as President and Chief Executive Officer of Xymox Technology Inc. from 2001 to 2004. Prior to that, he served in various capacities in the Newell Rubbermaid Corporation, including President from 2000 to 2001 and Vice President Group Controller from 1997 to 2000. Mr. McCormick graduated from the University of Wisconsin - Whitewater with a bachelor’s degree in Accounting in 1982 and received his CPA certificate in 1984. Since 2017, he has been a member of the Board of Directors for nonprofit organization The Parenting Network. We believe that Mr. McCormick’s over 40 years of experience in the manufacturing industry and his years as the Chief Executive Officer or Chief Financial Officer of a public company qualifies him to serve as a member of the Board. Christine M. Schyvinck, 59, is a director nominee to join the Board at the Annual Meeting. Ms. Schyvinck currently serves as Chairman, President, and Chief Executive Officer of Shure Incorporated, a global leader in microphones and audio electronics, positions she has held since 2016. Prior to her appointment as Chief Executive Officer, she served as Chief Operating Officer of Shure from 2015 to 2016 and as Executive Vice President leading Shure’s Global Marketing and Sales Division from 2006 to 2015. In these roles, she oversaw regional business units across the Americas, Europe, Middle East/Africa, and Asia/Pacific as well as strategic integration, marketing, sales, artist and public relations, technical support, and customer service. Earlier in her career, she held leadership roles spanning quality, operations, procurement, supply chain and global manufacturing. Ms. Schyvinck holds a Bachelor of Science degree in Mechanical Engineering from University of Wisconsin–Madison and a Master of Engineering Management from Northwestern University. We believe that Ms. Schyvinck’s global manufacturing leadership, operational expertise, international commercial experience, and record of driving growth and efficiency qualifies her to serve as a member of the Board. Tania L. Wingfield, 59, has been a member of the Board since July 2025. She has served as Executive Vice President and Chief Human Resources Officer of BorgWarner, Inc. since August 2022. Prior to serving in her current position, Ms. Wingfield held senior leadership positions including Vice President and General Manager of the North American OE and Aftermarket business, and Vice President of Integration for BorgWarner's acquisition of Delphi Technologies from November 2015 until August 2022. Prior to joining BorgWarner, Ms. Wingfield served as Vice President of Product Line Marketing, Strategic Planning and Marketing at Remy International from 2010 until 2015. Earlier in her career, Ms. Wingfield held a variety of general management, operations, engineering and supply chain roles at Remy International, where she started in 1995. She also led global engineering teams, instituted financial discipline in product development and oversaw multi-continent product launches. Ms. Wingfield received a bachelor’s degree in Computer Science and Management Information Systems from Indiana University of Pennsylvania. We believe that Ms. Wingfield’s thirty-plus years of experience in leading operations, supply chains and product development initiatives across global businesses qualifies her to serve as a member of the Board. THE BOARD RECOMMENDS THE FOREGOING NOMINEES FOR ELECTION AS DIRECTORS AND URGES EACH SHAREHOLDER TO VOTE “FOR” SUCH NOMINEES. SHARES OF THE COMPANY’S COMMON STOCK REPRESENTED BY EXECUTED BUT UNMARKED PROXIES WILL BE VOTED “FOR” SUCH NOMINEES.
Directors Continuing in Office
Directors Continuing in Office Timothy L. Christen, 67, has been a member of the Board since June 2016 and has served as our non-executive Chair of the Board since July 2022. He also serves as a director of Expensify, a cloud-based spend management platform, since 2021 and CPA.com, a provider of innovative strategies and solutions to accounting firms and their clients, since 2018. Mr. Christen is Chairman Emeritus of Baker Tilly US, LLP, a national public accounting firm where he served as a partner from 1990 to 2016 and as Chairman and Chief Executive Officer from 1999 to 2016, and Baker Tilly International Ltd., a top ten global accounting network where he served as Chairman from 2017 to 2021. He served as a trustee of the Financial Accounting Foundation (FAF) from January 1, 2021 through December 31, 2025. Mr. Christen also served as director of the American Institute of CPAs from 2014 to 2017, serving as Chairman from 2015 to 2016. He earned his bachelor’s degree in Accounting from the University of Wisconsin-Platteville and is a licensed Certified Public Accountant. We believe Mr. Christen’s forty-plus years of accounting expertise and substantial strategy, risk and management experience over his 16 years as the Chief Executive Officer of a national public accounting firm qualifies him to serve as a member of the Board. Jennifer J. Kent, 54, has been a member of the Board since December 2020. She has served as Chief Legal Officer and Corporate Secretary of Kohl’s Corporation, a retailer, since February 2023. Prior to serving in her current position, Ms. Kent was the Executive Vice President and Chief People & Legal Officer of Quad/Graphics, Inc., a marketing experience company, and served in that role since June 2015 under its previous title of Executive Vice President of Administration, General Counsel & Secretary. Ms. Kent joined Quad in August 2010 as Assistant General Counsel and was promoted to Vice President and General Counsel in December 2013. Prior thereto, Ms. Kent held various positions in motorcycle manufacturer Harley-Davidson Motor Company’s legal department from 2003 to 2010, including Associate General Counsel. Ms. Kent earned her law degree from Stanford University and a bachelor’s degree in journalism from the University of Iowa. We believe Ms. Kent’s over 20 years of broad business and leadership experience, including managing legal, compliance, human resources, corporate communications, government affairs, real estate, and safety and environmental management functions at a public company, qualifies her to serve on the Board. Terms expiring at the 2028 Annual Meeting Jagadeesh (Jag) A. Reddy, 54, joined the Company as President and Chief Executive Officer, as well as a director, in July 2022. Prior to joining us, Mr. Reddy served as a member of the senior leadership team at W.R. Grace & Co. since 2018, most recently as the head of its Strategy and Growth function, as well as the Managing Director of its Advanced Refining Technologies hydroprocessing joint venture with Chevron. Before joining W.R. Grace & Co., he served as Vice President and General Manager, Water Technologies Strategic Business Unit from 2014 to 2017, and Vice President, Corporate Strategy from 2012 to 2014 at Pentair plc. Previously, Mr. Reddy held leadership roles of increasing responsibility at ITT Corporation and its spin-off, Xylem Inc. Mr. Reddy also held product management and mergers and acquisitions roles at Danaher Corporation and United Technologies, respectively. He started his career in manufacturing operations at Denso Corporation. Mr. Reddy earned a master’s of business administration degree in Finance and Strategy from the Kellogg School of Management and a master’s degree in Engineering Management from the McCormick School of Engineering, both at Northwestern University. He also holds a master’s degree in Industrial Engineering from the University of Tennessee and a bachelor’s degree in Mechanical Engineering from Sri Venkateswara University in India. We believe that Mr. Reddy is qualified to serve as a director of our company because he has extensive senior management experience and serves as our President and Chief Executive Officer. Jay O. Rothman, 66, has been a member of the Board since July 2008. He has served as President of the Universities of Wisconsin since June 2022. Prior to serving in his current position, Mr. Rothman served as the Chairman and Chief Executive Officer of Foley & Lardner LLP, a national law firm, from June 2011 to May 2022. Mr. Rothman serves as director of Quad/Graphics, Inc. Mr. Rothman received a bachelor’s degree from Marquette University in 1982 and his law degree from Harvard Law School in 1985. We believe that Mr. Rothman’s career as an executive, as well as a business attorney, qualifies him to serve as a member of the Board.
2025 DIRECTOR COMPENSATION
2025 DIRECTOR COMPENSATION Directors who are employees of the Company receive no compensation for service as members of either the Board or committees thereof. Directors who are not employees of the Company, receive an annual retainer of $40,000 and an additional $1,000 per Committee meeting in excess of ten meetings annually. The non-executive Chair of the Board also receives an annual cash retainer of $35,000 and $25,000 in restricted stock units. The chairperson of each of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee also receive an annual cash retainer of $15,000, $12,000 and $10,000, respectively. In addition, our non-employee directors receive an annual equity grant of restricted stock units with a target grant date value of $125,000. The restricted stock units generally vest on the first anniversary of the grant date (or the next annual meeting of the shareholders, if earlier), contingent on the non-employee director’s continued service until the vesting date or earlier death or disability. Our non-employee directors are permitted to defer the settlement of their restricted stock units, and any awards deferred are reflected in the Stock Awards column of the table below in the year granted. We also reimburse all ordinary and necessary expenses incurred in the conduct of our business. The following table provides information regarding the compensation of our non-employee directors during 2025:
2025 DIRECTOR COMPENSATION
| | Fees Earned or | Stock | Total | | Name | Paid in Cash ($) | Awards(1) | ($) | | Allen J. Carlson (2) | $20,000 | $— | $20,000 | | Timothy L. Christen | $75,000 | $150,004 | $225,004 | | Steven L. Fisher | $55,000 | $125,005 | $180,005 | | Jennifer J. Kent | $52,000 | $125,005 | $177,005 | | Robert L. McCormick | $40,000 | $125,005 | $165,005 | | Jay O. Rothman | $50,000 | $125,005 | $175,005 | | Tania L. Wingfield (3) | $20,000 | $93,756 | $113,756 |
2025 DIRECTOR COMPENSATION
| (1) The amounts reported in this column represent the aggregate grant date fair value of director restricted stock unit awards granted to directors on April 22, 2025, as computed in accordance with Financial Accounting Standard Board Accounting Standards Codification Topic 718. These amounts reflect the accounting cost that will be incurred by the Company over the requisite service period of one-year, beginning at the date of grant, for these restricted stock units and do not represent the actual economic value that may be realized by the non-employee director. For information on the assumptions used to calculate the grant date fair value of the restricted stock units, please see Note 18 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. Pursuant to Securities and Exchange Commission rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. Mr. Christen and Ms. Wingfield had 12,397 and 5,949, respectively, unvested restricted stock units outstanding as of December 31, 2025 and each other current non-employee director had 10,331 unvested restricted stock units outstanding as of December 31, 2025. |
2025 DIRECTOR COMPENSATION
| (2) Mr. Carlson retired from the Board effective April 21, 2025. |
2025 DIRECTOR COMPENSATION
| (3) Ms. Wingfield was elected to the Board effective July 24, 2025. Her compensation for 2025 was pro-rated for her partial year of service. |
2025 Executive Compensation Highlights
2025 Executive Compensation Highlights Our executive compensation program has three primary elements: base salary, annual incentives and long-term equity incentives. Each of these compensation elements serves a specific purpose in our compensation strategy. Base salary is an essential component to any market-competitive compensation program. Annual incentives reward the achievement of short-term goals, while long-term incentives drive our NEOs to focus on long-term sustainable shareholder value creation. The Compensation Committee made the following executive compensation decisions for fiscal 2025:
2025 Executive Compensation Highlights
| ● | Annual incentives (cash bonuses). Based on our financial performance in 2025, no annual incentive awards were earned. Please see the “Annual Incentives” section below for more information. |
2025 Executive Compensation Highlights
| ● | Long-term equity incentives. For 2025, the Compensation Committee granted long-term equity incentives using a mix of performance stock units (“PSUs”) and time-based restricted stock units (“RSUs”). PSUs are earned based on the achievement of pre-determined financial performance goals at the end of a three-year performance measurement period. RSUs vest ratably over a three-year period based solely on continued service. Please see the “Long-Term Equity Incentives” section below for more information. |
Compensation Practices & Policies
| What We Do | | What We Don’t Do | | | ✓ | Heavily emphasize variable compensation | ✘ | No tax gross ups | | ✓ | Require compliance with rigorous stock ownership guidelines | ✘ | No stock option backdating or repricing without shareholder approval | | ✓ | Maintain a Compensation Recovery (Clawback) Policy | ✘ | No hedging or pledging | | ✓ | Provide double-trigger equity award vesting upon a change in control | ✘ | No supplemental executive retirement plans | | ✓ | Use an independent compensation consultant | ✘ | No significant perquisites |
Executive Compensation Philosophy
| ● | Competitive: Compensation is designed to attract and retain top talent by aligning with market benchmarks for similar roles. |
Executive Compensation Philosophy
| ● | Aligned with strategy: Pay programs are structured to support both annual objectives and long-term business plans. |
Executive Compensation Philosophy
| ● | Performance-driven: Variable incentives are tied to specific goals that drive shareholder value over the long term. |
Executive Compensation Decision-Making Process
Executive Compensation Decision-Making Process The Role of the Compensation Committee. The Compensation Committee oversees the executive compensation program for our NEOs. The Committee is comprised of independent, non-employee members of the Board. The Compensation Committee works very closely with its independent consultant and management to examine the effectiveness of the Company’s executive compensation program throughout the year. The Compensation Committee makes all final compensation and equity award decisions regarding our NEOs, except for the CEO, whose compensation is determined by the independent members of the full Board, based upon recommendations of the Compensation Committee. The Role of Management. Members of our management team attend regular Compensation Committee meetings where executive compensation, Company and individual performance, and competitive compensation levels and practices are discussed and evaluated. Only Compensation Committee members can vote on decisions regarding NEO compensation. The CEO reviews his recommendations pertaining to the compensation of the other NEOs with the Compensation Committee providing management input, transparency, and oversight. Approvals of NEO compensation other than CEO compensation are made by the Compensation Committee. The CEO does not participate in the deliberations of the Compensation Committee regarding his own compensation. Independent members of the Board make all final determinations regarding CEO compensation. The Role of the Independent Consultant. For 2025, the Compensation Committee retained Pearl Meyer and Partners, LLC (“Pearl Meyer”) to provide it with market information, analysis and other advice relating to executive compensation on an ongoing basis. The Compensation Committee engaged Pearl Meyer to, among other things, assist in developing an appropriate group of peer companies to help us determine the appropriate level of overall compensation for our executive officers, as well as to assess each separate element of compensation, with a goal of ensuring that the compensation we offer to our executive officers, individually as well as in the aggregate, is competitive and fair. The Compensation Committee has conducted an independent assessment of Pearl Meyer in accordance with NYSE and SEC rules. We do not believe the retention of, or the work performed by, Pearl Meyer creates any conflict of interest. The Role of Peer Group Companies. The Compensation Committee strives to set a competitive level of total compensation for each NEO as compared with executive officers in similar positions at peer companies. For purposes of setting 2025 compensation levels, in conjunction with the recommendation of Pearl Meyer, the Compensation Committee took into account publicly-available data for a group of peer companies (the “2025 Compensation Peer Group”) listed below along with executive compensation survey data, where appropriate. Selection criteria for determining our Company’s compensation peer group also generally include U.S.-based companies in industrials and materials sectors with comparable revenues and market capitalization. The peer companies included in the 2025 Compensation Peer Group did not change from 2024.
Annual Incentives (Cash Bonus)
Annual Incentives (Cash Bonus) Our NEOs have the opportunity to earn a performance-based annual incentive (cash bonus). Actual bonus payouts depend on the achievement of pre-determined financial performance goals and can range from 0% to 200% of target award amounts. Target annual bonus opportunities are expressed as a percentage of base salary and were established by the NEO’s level of responsibility and their ability to impact overall results. The Compensation Committee also considers market data in setting target award amounts. Target award opportunities for 2025 were as follows:
Annual Incentives (Cash Bonus)
| Name | 2025 Base Salary ($) | 2025 Target Bonus Opportunity (%) | 2025 Target Bonus Opportunity ($) | | Jagadeesh (Jag) A. Reddy | 736,450 | 100 | 736,450 | | Rachele M. Lehr | 420,000 | 70 | 294,000 | | Ryan F. Raber | 473,800 | 70 | 331,660 | | Sean P. Leuba | 411,000 | 60 | 246,600 | | Craig D. Nichols | 415,000 | 60 | 249,000 | | Todd M. Butz | 473,800 | 75 | 355,350 |
Annual Incentives (Cash Bonus)
For 2025, financial performance goals were based on the achievement of Company Adjusted EBITDA and Free Cash Flow, each weighted 50%, and each as calculated for purposes of the annual bonus (“Annual Incentives Adjusted EBITDA” and “Annual Incentives FCF,” respectively). The Compensation Committee chose Annual Incentives Adjusted EBITDA and Annual Incentives FCF to ensure a balanced focus on liquidity, operational efficiency, and sustainable profitability, driving long-term value creation. Annual Incentives Adjusted EBITDA represents net loss before interest expense, benefit for income taxes, depreciation, amortization, stock-based compensation expense and adjusted for items to be determined unusual in nature or infrequent in occurrence for the year ended December 31, 2025, as approved by the Compensation Committee. Annual Incentives FCF represents net cash provided by operating activities, less cash flows used in the purchase of property, plant and equipment and adjusted for items to be determined unusual in nature or infrequent in occurrence for the year ended December 31, 2025, as approved by the Compensation Committee. The following tables present a reconciliation of net loss, the most directly comparable measure calculated in accordance with GAAP to Annual Incentives Adjusted EBITDA and Annual Incentives FCF.
Annual Incentives (Cash Bonus)
| ($'s in millions) | Twelve Months Ended December 31, 2025 | | Net loss | $(8.1) | | Interest expense | 10.2 | | Benefit for income taxes | (5.9) | | Depreciation and amortization | 41.3 | | EBITDA | 37.5 | | Stock-based compensation expense | 3.3 | | CFO transition costs | 1.1 | | Natural disaster costs | 0.3 | | Acquisition related costs | 3.6 | | GAAP restructuring | 0.9 | | Non-GAAP restructuring | 0.2 | | Costs recognized on step-up of Accu-Fab acquired inventory | 0.6 | | Annual Incentives Adjusted EBITDA | $47.5 |
Annual Incentives (Cash Bonus)
| ($'s in millions) | Twelve Months Ended December 31, 2025 | | Net cash provided by operating activities | $38.6 | | Less: Purchase of property, plant and equipment | (11.6) | | Less: Accu-Fab free cash flow | (10.9) | | Plus: CFO transition costs | 1.1 | | Plus: Natural disaster costs | 0.3 | | Plus: Acquisition related costs | 3.6 | | Plus: GAAP restructuring charges | 0.9 | | Plus: Non-GAAP restructuring charges | 0.2 | | Annual Incentives FCF | $22.2 |
Annual Incentives (Cash Bonus)
The table below shows the 2025 goals as well as actual results.
Annual Incentives (Cash Bonus)
| Payout Level | % of Target | 2025 Performance Metrics and Levels | | | | | Annual Incentives Adjusted EBITDA ($M) | Annual Incentives FCF ($M) | | | | (50% Weighting) | (50% Weighting) | | Maximum | 200% | 84.0 | 60.0 | | Target | 100% | 70.0 | 50.0 | | Threshold | 50% | 52.5 | 37.5 | | Actual Results(1) | | 47.5 | 22.2 | | | | 0.0% of Target | 0.0% of Target | | Weighted Results | | 0.0% | 0.0% | | Total | | 0.0% of Target | |
Annual Incentives (Cash Bonus)
| (1) The actual percent of target achieved is calculated based on straight-line interpolation between incremental goal levels established between threshold and target and target and maximum. |
Annual Incentives (Cash Bonus)
Based on the results above, the NEOs earned none of their target awards. The value of actual awards earned are listed in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table” below.
Long-Term Equity Incentives
Long-Term Equity Incentives Equity compensation directly aligns the interests of the NEOs with those of our shareholders. In 2024, the Compensation Committee granted long-term incentive awards using a mix of 30% Performance Stock Units (“PSUs”) and 70% time-based Restricted Stock Units (“RSUs”). For 2025 long-term incentive awards, the Compensation Committee decided to increase the emphasis on performance-based equity and granted awards to the NEOs by using a mix of 50% PSUs and 50% RSUs.
Long-Term Equity Incentives
| Equity Type | Weight | | Details | | | 2024 Grant | 2025 Grant | | | PSUs | 30% | 50% | ● Rewards the achievement of financial goals at the end of a three-year performance period ● Focuses on efficient capital allocation and strong operational performance by measuring Return on Invested Capital (“ROIC”) and Adjusted EBITDA. ROIC represents net operating profit after taxes divided by invested capital for the represented period. Adjusted EBITDA represents net income before interest expense, provision for income taxes, depreciation, amortization, stock-based compensation expense, legal costs due to the former fitness customer and adjusted for items to be determined unusual in nature or infrequent in occurrence for the three-year performance period, as approved by the Compensation Committee. ● Determines the number of earned PSUs, ranging from 50% (threshold) to 200% (maximum) of the target award, with no PSUs earned for performance below the threshold level. | | RSUs | 70% | 50% | ● Vests ratably over a three-year period based solely on continued service. ● Helps support our leadership retention objectives and instill an ownership mentality. |
Long-Term Equity Incentives
The Compensation Committee determines target long-term incentive opportunities based upon a number of factors including competitive market data, total overall compensation provided to each NEO, Company performance during the fiscal year preceding the year of grant, and historic grants. Please see the following table for details.
Long-Term Equity Incentives
| | Grant Value | | RSU's (50% Weighted) | | PSU's (50% Weighted) | | | Name | % of 2025 Base Salary | Total ($) | Grant Value ($) | # of Shares (1) | Grant Value ($) | # of Shares (1) | | Jagadeesh (Jag) A. Reddy | 323 | 2,380,000 | 1,190,000 | 82,927 | 1,190,000 | 82,927 | | Rachele M. Lehr | 119 | 500,000 | 250,000 | 17,422 | 250,000 | 17,422 | | Ryan F. Raber | 226 | 1,072,000 | 536,000 | 37,353 | 536,000 | 37,353 | | Sean P. Leuba | 97 | 400,000 | 200,000 | 13,938 | 200,000 | 13,938 | | Craig D. Nichols | 120 | 500,000 | 250,000 | 17,422 | 250,000 | 17,422 |
Long-Term Equity Incentives
| (1) The number of RSUs and PSUs granted was determined by dividing the grant value by the grant date fair value, which was the closing price of the Company’s common stock on the grant date, March 15, 2025. |
401(k) Plan; ESOP; Nonqualified Deferred Compensation
401(k) Plan; ESOP; Nonqualified Deferred Compensation Mayville Engineering Company, Inc. 401(k) Plan and ESOP. Our NEOs are eligible to participate in the 401(k) Plan on the same basis as other employees who satisfy the 401(k) Plan’s eligibility requirements. The 401(k) Plan has an employee stock ownership component under which participants may invest their accounts in shares of our Common Stock. In addition to the employee stock ownership component of the 401(k) Plan, we maintain the separate ESOP. Our NEOs are eligible to participate in the ESOP on the same basis as other employees who satisfy the ESOP’s eligibility requirements. Under our 401(k) Plan, our NEOs, along with other 401(k) Plan participants, are eligible for an employer match program providing a 50% match for employee contributions, up to 6% and discretionary profit sharing contributions. In 2025, the Company did not make any discretionary contribution under the 401(k) Plan. Additionally, we did not make any discretionary contributions under the ESOP for 2025. We do not provide any defined-benefit pension benefits. Mayville Engineering Company Deferred Compensation Plan. Our NEOs are eligible to participate in the Mayville Engineering Company Deferred Compensation Plan (the “Deferred Compensation Plan”), which permits eligible participants to make elective deferrals of up to 50% of the participant’s annual base salary and up to 100% of the participant’s annual short-term cash incentive compensation. Each year, we credit to the account of each participant an amount reflecting the amount, if any, of any reduced allocations, due solely to the participant’s elective deferrals under the Deferred Compensation Plan with respect to our “safe harbor” contributions and discretionary employer contributions to the ESOP and 401(k) Plan and employer non-elective contributions to the 401(k) Plan for the year. Deferred amounts credited to a participant’s account are generally distributed following the participant’s separation from service, in a lump sum or up to five annual installments, as elected by the participant. Upon a change in control, the Deferred Compensation Plan will terminate, and all amounts deferred under the plan will be distributed, generally in a lump sum. A participant’s Deferred Compensation Plan account is deemed to be invested in one or more alternate investment options, such as a mutual fund, for purposes of tracking the deemed investment gain or loss on the participant’s account. During 2025, the investment options under the Deferred Compensation Plan generally followed the investment options available under the 401(k) Plan, except that there is no Common Stock investment alternative available under the Deferred Compensation Plan. The accounts of the participants, including the NEOs, in the Deferred Compensation Plan reflect amounts contributed to the plan by the participants, as well as earnings on these voluntary deferred amounts. The Deferred Compensation Plan is non-funded and unsecured in that it represents only a contractual promise by us to make benefit payments in the future and participants in the Deferred Compensation Plan have the status of general unsecured creditors of our Company.
Other Elements of Compensation
| ● | short-term and long-term disability insurance; and |
Summary Compensation Table for 2025
Summary Compensation Table for 2025 The following table provides information regarding the compensation of our named executive officers during 2025, 2024 and 2023.
Summary Compensation Table for 2025
| | | | | | | | Change in | | | | | | | | | | | Pension | | | | | | | | | | | Value and | | | | | | | | | | Non-equity | Non-qualified | | | | | | | | Stock | Option | Incentive Plan | Deferred | All other | | | | | Salary | Bonus | Awards | Awards | Compensation | Compensation | compensation | | | Name and Principal Position | Year | ($) | ($) | ($)(1) | ($)(2) | ($) | Earnings ($) | ($)(3) | Total ($) | | Jagadeesh (Jag) A. Reddy | 2025 | 736,450 | — | 2,380,000 | — | — | — | 66,838 | 3,183,288 | | President and Chief Executive Officer | 2024 | 715,000 | — | 2,000,000 | — | 966,968 | — | 10,350 | 3,692,318 | | | 2023 | 695,250 | — | 825,000 | 825,000 | 567,880 | — | 43,196 | 2,956,326 | | | 2021 | | | | | | | | | | Rachele. M. Lehr | 2025 | 420,000 | — | 500,000 | — | — | — | 10,500 | 930,500 | | Chief Financial Officer (5) | 2024 | 368,000 | — | 450,000 | — | 298,610 | — | 10,350 | 1,126,960 | | | 2023 | 350,000 | — | 250,000 | 200,000 | 186,528 | — | 9,900 | 996,428 | | | | | | | | | | | — | | Ryan F. Raber | 2025 | 473,800 | — | 1,072,000 | — | — | — | 10,500 | 1,556,300 | | Executive Vice President, Strategy, Sales & Marketing | 2024 | 473,800 | — | 972,000 | — | 448,538 | — | 10,350 | 1,904,688 | | | 2023 | 473,800 | — | 415,000 | 415,000 | 387,000 | — | 9,900 | 1,700,700 | | | 2021 | | | | | | | | | | Sean P. Leuba | 2025 | 411,000 | — | 400,000 | — | — | — | 1,381 | 812,381 | | Senior Vice President, General Counsel and Secretary | 2024 | 399,000 | — | 400,000 | — | 323,765 | — | 10,350 | 1,133,115 | | | 2023 | 370,000 | — | 350,000 | 200,000 | 201,230 | — | 42,943 | 1,164,173 | | | | | | | | | | | — | | Craig D. Nichols | 2025 | 415,000 | — | 500,000 | — | — | — | 184,647 | 1,099,647 | | Senior Vice President, Operations and Supply Chain (4) | 2024 | — | — | — | — | — | — | — | — | | Todd M. Butz | 2025 | 247,834 | — | — | — | — | — | 1,052,758 | 1,300,592 | | Former Chief Financial Officer(5) | 2024 | 473,800 | — | 970,000 | — | 480,576 | — | 10,350 | 1,934,726 | | | 2023 | 473,800 | — | 375,000 | 375,000 | 464,400 | — | 9,900 | 1,698,100 |
Summary Compensation Table for 2025
| (1) The Stock Awards column represents the aggregate grant date fair value, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC Topic 718”), for RSUs and PSUs that were granted pursuant to the Mayville Engineering Company, Inc. 2019 Omnibus Incentive Plan (the “Omnibus Plan”). Information about the assumptions that we used when valuing equity awards is set forth in our Annual Report on Form 10-K in Note 18 to the Consolidated Financial Statements for our fiscal year ended December 31, 2025. Pursuant to Securities and Exchange Commission rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions and, in the case of the PSUs, are based on the probable outcome of the applicable financial performance conditions. The maximum values of the 2025 PSU awards at the grant date assuming the highest level of performance conditions are attained are as follows: Mr. Reddy – $2,380,000; Ms. Lehr – $500,000; Mr. Raber – $1,072,000; Mr. Leuba – $400,000; and Mr. Nichols – $500,000. |
Summary Compensation Table for 2025
| (2) The Option Awards column represents the aggregate grant date fair value, computed in accordance with ASC Topic 718, for stock options that were granted pursuant to the Omnibus Plan. Information about the assumptions that we used when valuing equity awards is set forth in our Annual Report on Form 10-K in Note 18 to the Consolidated Financial Statements for our fiscal year ended December 31, 2025. Pursuant to Securities and Exchange Commission rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. |
Summary Compensation Table for 2025
| (3) The amounts in this column for 2025 represent amounts credited by us to the named executive officer’s account under our 401(k) Plan for 2025, a sign-on bonus paid to Mr. Nichols in connection with his hiring, company paid insurance premiums and executive physicals and severance paid to Mr. Butz, consistent with the payment formula set forth in his severance agreement for a termination without Cause. See the following table for details. |
Summary Compensation Table for 2025
| | | | Company Paid | | | Total | | | 401(k) | Sign-On | Insurance | Executive | | All Other | | | Contribution | Bonus | Premiums | Physicals | Severance | Compensation | | Name | ($) | ($) | ($) | ($) | ($) | ($) | | Jagadeesh (Jag) A. Reddy | 10,500 | — | 47,070 | 9,268 | — | 66,838 | | Rachele M. Lehr | 10,500 | — | — | — | — | 10,500 | | Ryan F. Raber | 10,500 | — | — | — | — | 10,500 | | Sean P. Leuba | 1,381 | — | — | — | — | 1,381 | | Craig D. Nichols | 7,502 | 150,000 | — | 27,145 | — | 184,647 | | Todd M. Butz | 10,398 | — | — | — | 1,042,360 | 1,052,758 |
Summary Compensation Table for 2025
| (4) Mr. Nichols joined the Company as Senior Vice President, Operations and Supply Chain on March 10, 2025. |
Summary Compensation Table for 2025
| (5) Mr. Butz ceased serving as our Chief Financial Officer effective as of June 30, 2025. In connection with his departure, Ms. Lehr, who was serving as the Company’s Chief Human Resources Officer, was named to succeed Mr. Butz as Chief Financial Officer, effective April 22, 2025. |
Grants of Plan Based Awards in 2025
Grants of Plan Based Awards in 2025 The following table contains information concerning the plan-based equity and non-equity incentive compensation awards that were granted to our NEOs in 2025. The amounts show in the columns under the heading “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” represent potential future payments at the time of grant only. At the time of grant, whether these amounts (or any portion thereof) would ultimately be received by the NEOs was uncertain because the awards were contingent on the achievement of performance goals and the NEOs continued employment.
Grants of Plan Based Awards in 2025
| | | | Estimated Future Payouts | | | Estimated Future Payouts | | | | | | | | | Under Non-Equity Incentive | | | Under Equity Incentive | | | | | | | | | Plan Awards (1) | | | Plan Awards (2) | | | | | | | | | | | | | | | | Grant Date | | | | | | | | | | | All Other | Fair Value | | | | Date of | | | | | | | Stock Awards: | of Stock | | | | Action | Threshold | Target | Maximum | | | | Number of Shares | Awards | | Name | Grant Date | To Approve | ($) | ($) | ($) | Threshold | Target | Maximum | of Stock or Units(3) | ($) | | Jagadeesh (Jag) A. | 3/15/2025 | | — | — | — | — | — | — | 82,927 | 1,190,000 | | Reddy | 3/15/2025 | | — | — | — | — | 82,927 | 165,854 | — | 1,190,000 | | | | | — | 736,450 | 1,472,900 | — | — | — | — | — | | Rachele. M. Lehr | 3/15/2025 | | — | — | — | — | — | — | 17,422 | 250,000 | | | 3/15/2025 | | — | — | — | — | 17,422 | 34,844 | — | 250,000 | | | | | — | 294,000 | 588,000 | — | — | — | — | — | | Ryan F. Raber | 3/15/2025 | | — | — | — | — | — | — | 37,353 | 536,000 | | | 3/15/2025 | | — | — | — | — | 37,353 | 74,706 | — | 536,000 | | | | | — | 331,660 | 663,320 | — | — | — | — | — | | Sean P. Leuba | 3/15/2025 | | — | — | — | — | — | — | 13,938 | 200,000 | | | 3/15/2025 | | — | — | — | — | 13,938 | 27,876 | — | 200,000 | | | | | — | 246,600 | 493,200 | — | — | — | — | — | | Craig D. Nichols | 3/15/2025 | | — | — | — | — | — | — | 17,422 | 250,000 | | | 3/15/2025 | | — | — | — | — | 17,422 | 34,844 | — | 250,000 | | | | | — | 249,000 | 498,000 | — | — | — | — | — | | Todd M. Butz | | | — | 355,350 | 710,700 | — | — | — | — | — |
Grants of Plan Based Awards in 2025
| (1) Amounts reported above reflect the potential performance based incentive cash payments each executive could earn pursuant to the annual incentive (cash bonus) |
Grants of Plan Based Awards in 2025
| ● | Threshold – a minimum level of performance is required to begin earning an incentive. However, the payout can range from $0 up to the maximum payout. Therefore, we have indicated $0 in the threshold column. |
Grants of Plan Based Awards in 2025
| ● | Target (100% of annual base salary for Mr. Reddy; 70% of annual base salary for Ms. Lehr and Mr. Raber; 60% of annual base salary for Mr. Leuba and Mr. Nichols; and 75% of annual base salary for Mr. Butz) – the performance metrics are established to pay the indicated targeted incentive percentage of base salary for meeting expected performance levels. |
Grants of Plan Based Awards in 2025
| ● | Maximum (200% of target) – the indicated maximum payout percentage of base salary |
Grants of Plan Based Awards in 2025
| (2) Represents the 2025 tranche of performance share units granted in March 2025. Refer to “Long-Term Equity Incentives” for additional information related to performance share units. |
Grants of Plan Based Awards in 2025
| (3) The March 15, 2025 grants represent grants of restricted stock units subject to ratable vesting in three annual installments beginning March 15, 2026. |
Outstanding Equity Awards as of December 31, 2025
Outstanding Equity Awards as of December 31, 2025 The following table contains information concerning equity awards held by our named executive officers that were outstanding as of December 31, 2025.
Outstanding Equity Awards as of December 31, 2025
| | Option Awards | | | | Stock Awards | | | | | | | | | | | | Equity | Equity | | | | | | | | | Incentive | Incentive | | | | | | | | | Plan | Plan | | | | | | | | | Awards; | Awards; | | | | | | | | | Number | Market | | | | | | | | | of | or Payout | | | | | | | | | Unearned | Value of | | | | | | | | | Shares, | Unearned | | | | | | | | | Units or | Shares, | | | Number of | Number of | | | Number | Market | Other | Units or | | | Securities | Securities | | | of Shares | Value of | Rights | Other | | | Underlying | Underlying | Option | | of Stock | Shares of | That | Rights | | | Unexercised | Unexercised | Exercise | Option | That | Stock That | Have Not | That | | | Options (#) | Options (#) | Price | Expiration | Have Not | Have Not | Vested | Have Not | | Name | Exercisable | Unexercisable | ($) | Date | Vested (#) | Vested(1)($) | (#) | Vested ($) | | Jagadeesh (Jag) A. Reddy | 88,901 | — | 16.22 | 2/28/2033 | | | | | | | | | | | 155,560(2) | 2,912,083 | 129,620(7) | 2,426,486 | | Rachele M. Lehr | 24,814 | — | 14.12 | 2/28/2033 | | | | | | | | | | | 34,542(3) | 646,626 | 26,761(8) | 500,966 | | Ryan F. Raber | 44,720 | — | 16.22 | 2/28/2033 | | | | | | | 77,426 | — | 10.32 | 2/28/2032 | | | | | | | 43,291 | — | 14.01 | 2/28/2031 | | | | | | | 27,594 | — | 17.00 | 5/08/2029 | | | | | | | | | | | 72,653(4) | 1,360,064 | 60,046(9) | 1,124,061 | | Sean P. Leuba | 21,552 | — | 16.22 | 2/28/2033 | | | | | | | | | | | 28,464(5) | 532,846 | 23,277(10) | 435,745 | | Craig D. Nichols | — | — | — | — | | | | | | | | | | | 17,422(6) | 326,140 | 17,422(11) | 326,140 |
Outstanding Equity Awards as of December 31, 2025
| (1) Market value computed by multiplying the number of restricted stock units that have not vested by $18.72, which was the closing price of a share of our Common Stock on the last trading day of 2025. |
Outstanding Equity Awards as of December 31, 2025
| (2) 36,317 restricted stock units will vest each on March 15, 2026 and 2027 and 27,642 restricted stock units will vest each on March 15, 2026, 2027 and 2028. |
Outstanding Equity Awards as of December 31, 2025
| (3) 8,562 restricted stock units will vest each on March 15, 2026 and 2027 and 5,806 restricted stock units will vest each on March 15, 2026, 2027 and 2028. |
Outstanding Equity Awards as of December 31, 2025
| (4) 17,650 restricted stock units will vest each on March 15, 2026 and 2027 and 12,451 restricted stock units will vest each on March 15, 2026, 2027 and 2028. |
Outstanding Equity Awards as of December 31, 2025
| (5) 7,263 restricted stock units will vest each on March 15, 2026 and 2027 and 4,646 restricted stock units will vest each on March 15, 2026, 2027 and 2028. |
Outstanding Equity Awards as of December 31, 2025
| (6) 5,807 restricted stock units will vest each on March 15, 2026, 2027 and 2028. |
Outstanding Equity Awards as of December 31, 2025
| (7) 46,693 performance stock units will vest on March 15, 2027 and 82,927 performance stock units will vest on March 15, 2028. |
Outstanding Equity Awards as of December 31, 2025
| (8) 9,339 performance stock units will vest on March 15, 2027 and 17,422 performance stock units will vest on March 15, 2028. |
Outstanding Equity Awards as of December 31, 2025
| (9) 22,693 performance stock units will vest on March 15, 2027 and 37,353 performance stock units will vest on March 15, 2028. |
Outstanding Equity Awards as of December 31, 2025
| (10) 9,339 performance stock units will vest on March 15, 2027 and 13,938 performance stock units will vest on March 15, 2028. |
Outstanding Equity Awards as of December 31, 2025
| (11) Performance stock units will vest on March 15, 2028. |
Outstanding Equity Awards as of December 31, 2025
The number of 2024 and 2025 performance stock units shown is based on achievement of the target level of the applicable three-year performance conditions although performance through December 31, 2024 and 2025 was trending below the threshold performance level.
Option Exercises and Stock Vested in 2025
Option Exercises and Stock Vested in 2025 The following table contains information concerning restricted stock units that vested and options exercised in 2025.
Option Exercises and Stock Vested in 2025
| | Option Awards | | Stock Awards | | | | Number of | | Number of | | | | Shares Acquired | Value Realized | Shares Acquired | Value Realized | | | on Exercise | on Exercise | on Vesting | on Vesting(1) | | Name | (#) | ($) | (#) | ($) | | Jagadeesh (Jag) A. Reddy | — | — | 93,800 | 1,391,738 | | Rachele M. Lehr | — | — | 17,416 | 255,232 | | Ryan F. Raber | — | — | 30,443 | 444,533 | | Sean P. Leuba | — | — | 19,212 | 283,150 | | Craig D. Nichols | — | — | — | — | | Todd M. Butz | 109,646 | 469,383 | 29,174 | 425,583 |
Option Exercises and Stock Vested in 2025
| (1) Represents the gross number of restricted stock units vested multiplied by the closing price of a share of our Common Stock on the vesting day. |
Nonqualified Deferred Compensation for 2025
Nonqualified Deferred Compensation for 2025 The following table sets forth certain information with respect to our NEOs’ participation in the Mayville Engineering Company Deferred Compensation Plan (the “Deferred Compensation Plan”) during the year ended December 31, 2025.
Nonqualified Deferred Compensation for 2025
| | Executive | Registrant | Aggregate | Aggregate | Aggregate | | | Contributions | Contributions | Earnings | Withdrawals/ | Balance at | | | in Last FY | in Last FY | in Last FY | Distributions | Last FYE | | Name | ($) | ($) | ($) | ($) | ($) | | Jagadeesh (Jag) A. Reddy | 787,414 | — | 339,398 | — | 2,550,694 | | Rachele M. Lehr | 49,161 | — | 5,196 | — | 54,357 | | Ryan F. Raber | — | — | 281,379 | — | 2,224,295 | | Sean P. Leuba | — | — | — | — | — | | Craig D. Nichols | — | — | — | — | — | | Todd M. Butz | — | — | 59,151 | — | 1,410,928 |
Narrative Disclosure to Non-Qualified Deferred Compensation for 2025 Table
Narrative Disclosure to Non-Qualified Deferred Compensation for 2025 Table Amounts deferred under the Deferred Compensation Plan are credited to notional accounts established for record-keeping purposes only. Participants do not have any ownership interest in actual Company assets, and amounts credited under the plan represent unsecured obligations of the Company. The Compensation Committee designates a menu of hypothetical investment options for purposes of determining earnings. These investment options may, but are not required to, correspond to investment options available under the Company’s qualified retirement plan. Participants may allocate their notional account balances among the available investment options in accordance with procedures established by the Compensation Committee. If a participant does not make a timely investment election, the participant’s account is deemed invested in a default investment option selected by the Compensation Committee. Participant accounts are credited or charged with hypothetical gains or losses based on the performance of the selected investment options. The investment options are used solely as a measurement mechanism and do not require the Company to invest or set aside assets in any corresponding investments. The Deferred Compensation Plan is available for certain employees designated to be eligible to participate by the Company and approved by the Board of Directors. All NEOs were eligible during 2025. Eligible employees may elect to defer a portion of their compensation for any plan year and the deferral cannot exceed 50% of the participant’s base salary and may include the participant’s annual short-term cash incentive up to 100%. The participant’s election must be made prior to the first day of the plan year. Each year, we credit to the account of each participant an amount reflecting the amount, if any, of any reduced allocations, due solely to the participant’s elective deferrals under the Deferred Compensation Plan with respect to our “safe harbor” contributions and discretionary employer contributions to the ESOP and 401(k) Plan and employer non-elective contributions to the 401(k) Plan for the year. Deferred amounts credited to a participant’s account are generally distributed following the participant’s separation from service, in a lump sum or up to five annual installments, as elected by the participant. Upon a change in control, the Deferred Compensation Plan will terminate, and all amounts deferred under the plan will be distributed, generally in a lump sum. The plan permits in-service distributions in the event of an unforeseeable emergency, as defined under applicable tax regulations. Such distributions are subject to approval by the Compensation Committee and are limited to the amount necessary to satisfy the financial hardship (plus applicable taxes), after taking into account other available resources. The Company may terminate the Deferred Compensation Plan in accordance with Section 409A of the Internal Revenue Code. Depending on the circumstances of termination, participant account balances may be distributed in a lump sum, subject to required timing restrictions and the termination of all similar deferred compensation arrangements, as required by law.
CEO Pay Ratio
CEO Pay Ratio As required by Item 402(u) of Regulation S-K, we are providing the following information about the ratio of the median annual total compensation of the Company’s employees (other than the CEO) and the annual total compensation for the CEO, Mr. Reddy. For the year ended December 31, 2025:
CEO Pay Ratio
| ● | The annual total compensation of our median employee was reasonably estimated to be $51,848; and |
CEO Pay Ratio
| ● | The annual total compensation of Mr. Reddy, as reported in the Summary Compensation Table, was $3,183,288. |
CEO Pay Ratio
Based upon the calculation of compensation for both the CEO and the median employee, the estimated ratio of CEO pay to median employee pay for 2025 was 61 to 1. To calculate the ratio, the Company divided Mr. Reddy’s annual total compensation by the annual total compensation of its median employee. To calculate Mr. Reddy’s annual total compensation, the Company used the amount reported in the “Total” column of its Summary Compensation Table for 2025. For 2025, the Company identified its median employee using a multi-step process. First, the Company used its active employee population as of December 31, 2025, whether full-time, part-time, or on a seasonable basis (other than Mr. Reddy). For each of the individuals in our employee population, total annual compensation was calculated by compiling total wages, which included base salary, annual incentive, commission, bonus, overtime and shift premiums. When identifying the median employee, we included adjustments for annualizing the pay for any full-time and part-time employees who were employed by the Company for only part of the year. To calculate the annual total compensation of the median employee, the Company included all of the elements of such employee’s compensation for 2025 in the same way that we calculate the annual total compensation of our named executive officers in the Summary Compensation Table. The pay ratios presented above are a reasonable estimate. Because SEC rules for identifying the median employee and calculating the pay ratio allow companies to use different methodologies, exemptions, estimates and assumptions, the pay ratio may not be comparable to the pay ratio reported by other companies.
Pay versus Performance
Pay versus Performance The composition of the NEOs included within this section varies by year based on executive roles and compensation levels. Beginning in fiscal year 2025, the Company became subject to expanded disclosure requirements applicable to accelerated filers, which increased the number of NEOs included in the calculation of average compensation actually paid for non-CEO executives. In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the following disclosure regarding executive “compensation actually paid” (“CAP”) to the NEOs during the preceding five fiscal years, and the Company’s TSR, Net Income and Adjusted EBITDA, which in the Company’s assessment represents the most important financial performance measure used by the Company to link the CAP of the NEOs for 2025 to its performance. CAP represents a required calculation of compensation that differs significantly from the Summary Compensation Table calculation of compensation, the NEO realized or earned compensation, as well as from the way in which the compensation committee views annual compensation decisions. The amounts in the table below are calculated in accordance with SEC rules and do not represent amounts actually earned or realized by NEOs, including with respect to equity awards which remain subject to forfeiture if the vesting conditions are not satisfied.
Pay versus Performance
| | Summary | Summary | | | | | | | | | | | Compensation | Compensation | Compensation | Compensation | Average | Average | Value of Initial Fixed $100 | | | | | | Table Total | Table Total | Actually | Actually | Summary | Compensation | Investment Based On: | | | | | | for CEO | for CEO | Paid to | Paid to | Compensation | Actually | | Peer Group | | Adjusted | | | Jagadeesh (Jag) | Robert | CEO Jagadeesh | CEO Robert D. | Table for Non- | Paid to Non- | Total | Total | Net Income | EBITDA | | | A. Reddy | D. Kamphuis | (Jag) A. Reddy | Kamphuis | CEO NEOs(2) | CEO NEOs(2) | Shareholder | Shareholder | (in millions) | (in millions) | | Fiscal Year | ($) | ($) | ($) | ($) | ($) | ($) | Return(3) | Return(3) | ($) | ($) | | 2025 | 3,183,288 | — | 2,482,205 | — | 1,139,884 | 554,098 | 139.49 | 131.18 | (8.1) | 47.1 | | 2024 | 3,692,318 | — | 4,268,060 | — | 1,919,707 | 1,994,401 | 117.14 | 125.85 | 26.0 | 64.4 | | 2023 | 2,956,326 | — | 2,820,325 | — | 1,799,020 | 1,878,498 | 107.45 | 117.81 | 7.8 | 66.1 | | 2022 (1) | 1,269,605 | 1,416,066 | 1,836,915 | (1,346,967) | 1,687,167 | 1,583,306 | 94.34 | 103.45 | 18.7 | 60.8 | | 2021 | — | 3,919,201 | — | 5,051,860 | 1,402,350 | 1,643,440 | 111.10 | 125.27 | (7.5) | 46.2 |
Pay versus Performance
| (1) Robert D. Kamphuis was CEO during 2021 and retired as CEO effective September 30, 2022, and Jagadeesh A. Reddy was appointed CEO effective July 19, 2022. |
Pay versus Performance
| (2) Non-CEO NEOs reflect the average Summary Compensation Table total compensation and average Compensation Actually Paid for the following executives by fiscal year: |
Pay versus Performance
2025: Rachele M. Lehr, Ryan F. Raber, Sean P. Leuba, Craig D. Nichols and Todd M. Butz. Mr. Butz left our Company effective June 30, 2025. 2024: Todd M. Butz and Ryan F. Raber 2023: Todd M. Butz, Ryan F. Raber and Randall P. Stille. Mr. Stille left our Company effective November 3, 2023. 2022: Todd M. Butz and Ryan F. Raber
Pay versus Performance
| (3) Total shareholder return is based on the value of an initial fixed investment of $100 in our common stock and the Company’s industry specific peer group, S&P SmallCap 600, as of December 31, 2020. |
Pay versus Performance
Deductions from, and additions to, total compensation in the Summary Compensation Table by year to calculate CAP include:
Pay versus Performance
| | Fiscal 2025 | Fiscal 2024 | Fiscal 2023 | Fiscal 2022 | | Fiscal 2021 | | | CEO Jagadeesh | CEO Jagadeesh | CEO Jagadeesh | CEO Jagadeesh | CEO Robert D. | CEO Robert D. | | | (Jag) A. Reddy | (Jag) A. Reddy | (Jag) A. Reddy | (Jag) A. Reddy | Kamphuis | Kamphuis | | Total compensation from summary compensation table | $3,183,288 | $3,692,318 | $2,956,326 | $1,269,605 | $1,416,066 | $3,919,201 | | Adjustments for equity awards | | | | | | | | Adjustments for grant date values in the summary compensation table | (2,380,000) | (2,000,000) | (1,650,000) | (650,000) | — | (2,280,000) | | Fair value of unvested awards granted in the current year | 2,328,590 | 2,446,708 | 1,447,334 | 1,217,310 | — | 2,482,642 | | Change in year-end fair values for unvested awards granted in prior years | (516,115) | 138,291 | 112,820 | — | — | 420,065 | | Fair values at vest date for awards granted and vested in current year | — | — | — | — | — | — | | Change in fair values between prior year-end fair values and vest date fair values for awards granted in prior years | (133,558) | (9,257) | (46,155) | — | (1,521,442) | 509,952 | | Forfeitures during current year equal to prior year-end fair value | — | — | — | — | (1,241,591) | — | | Dividends or dividend equivalents not otherwise included in total compensation | — | — | — | — | — | — | | Total adjustments for equity awards | (701,083) | 575,742 | (136,001) | 567,310 | (2,763,033) | 1,132,659 | | Compensation actually paid (as calculated) | $2,482,205 | $4,268,060 | $2,820,325 | $1,836,915 | (1,346,967) | $5,051,860 |
Pay versus Performance
| | Fiscal 2025 | Fiscal 2024 | Fiscal 2023 | Fiscal 2022 | Fiscal 2021 | | | Average Non- | Average Non- | Average Non- | Average Non- | Average Non- | | | CEO NEOs (2) | CEO NEOs (2) | CEO NEOs (2) | CEO NEOs (2) | CEO NEOs (2) | | Total compensation from summary compensation table | $1,139,884 | $1,919,707 | $1,799,020 | $1,687,167 | $1,402,350 | | Adjustments for equity awards | | | | | | | Adjustments for grant date values in the summary compensation table | (618,000) | (971,000) | (776,667) | (790,000) | (575,000) | | Fair value of unvested awards granted in the current year | 483,734 | 1,187,882 | 681,272 | 1,052,009 | 626,113 | | Change in year-end fair values for unvested awards granted in prior years | (89,902) | 46,263 | 68,636 | (39,888) | 83,275 | | Fair values at vest date for awards granted and vested in current year | — | — | — | — | — | | Change in fair values between prior year-end fair values and vest date fair values for awards granted in prior years | (26,296) | (188,451) | 266,032 | (325,982) | 106,703 | | Forfeitures during current year equal to prior year-end fair value | (335,322) | — | (159,795) | — | — | | Dividends or dividend equivalents not otherwise included in total compensation | — | — | — | — | — | | Total adjustments for equity awards | (585,786) | 74,694 | 79,478 | (103,861) | 241,090 | | Compensation actually paid (as calculated) | $554,098 | $1,994,401 | $1,878,498 | $1,583,306 | $1,643,440 |
Pay Versus Performance: Graphical Description
Pay Versus Performance: Graphical Description The illustrations below provide a graphical description of CAP (as calculated in accordance with the SEC rules) and the following measures:
Pay Versus Performance: Graphical Description
| ● | the Company’s cumulative Total Shareholder Return (“TSR”); |
Pay Versus Performance: Graphical Description
| ● | Peer Group TSR; |
Pay Versus Performance: Graphical Description
| ● | the Company’s Net Income (Loss); and |
Pay Versus Performance: Graphical Description
| ● | the Company’s Adjusted EBITDA |
Quantification of Potential Payments on a Change of Control or Termination Event
Quantification of Potential Payments on a Change of Control or Termination Event The following tables reflect the amount of compensation that would be paid to each of the Company’s NEOs in the event of a change of control of the Company and/or a triggering termination of such NEO’s employment with the Company. The amounts shown in the tables assume, among other things, that the applicable triggering event occurred on the last business day of 2025, and include estimates of the amounts that would be paid to the NEOs following the triggering event. The tables only include additional benefits that result from the termination and do not include any amounts or benefits earned, vested, accrued or owing under any plan for any other reason. The actual amounts paid can only be determined at the time of the triggering event. Payments of severance under the arrangements are generally made in a lump sum. The following table sets forth the estimated amounts that would have been become payable to our NEOs under the Omnibus Plan and applicable equity award agreements, the Reddy Change in Control Agreement, the Change in Control Agreements for the other NEOs or the Severance Agreements, as applicable, upon the events indicated assuming that they had occurred on December 31, 2025:
Quantification of Potential Payments on a Change of Control or Termination Event
| | Termination | | | | | | | | Without Cause or | | | | | Change of Control | | | Resignation for | | | | Change of Control | and Related | | | Material Breach | | | Termination | Without | Qualifying | | | Prior to Change | Termination | Termination | Due to | Termination of | Termination of | | | of Control | Due to Death | Due to Disability | Retirement | Employment | Employment | | Name | ($) | ($) | ($) | ($) | ($) | ($) | | Jagadeesh (Jag) A. Reddy | | | | | | | | Severance | 736,450 | — | — | — | — | 1,472,900 | | Annual incentive-based compensation | 736,450 | — | — | — | — | 1,472,900 | | Restricted stock units vesting(1) | — | 2,912,083 | 2,912,083 | — | 2,912,083 | 2,912,083 | | Performance share units vesting(2) | — | 2,426,486 | 2,426,486 | — | 2,426,486 | 2,426,486 | | Benefits | — | — | — | — | — | 8,154 | | Rachele M. Lehr | | | | | | | | Severance | 420,000 | — | — | — | — | 840,000 | | Annual incentive-based compensation | 294,000 | — | — | — | — | 588,000 | | Restricted stock units vesting(1) | — | 646,626 | 646,626 | — | 646,626 | 646,626 | | Performance share units vesting(2) | — | 500,966 | 500,966 | — | 500,966 | 500,966 | | Benefits | — | — | — | — | — | 42,444 | | Ryan F. Raber | | | | | | | | Severance | 473,800 | — | — | — | — | 947,600 | | Annual incentive-based compensation | 331,660 | — | — | — | — | 663,320 | | Restricted stock units vesting(1) | — | 1,360,064 | 1,360,064 | — | 1,360,064 | 1,360,064 | | Performance share units vesting(2) | — | 1,124,061 | 1,124,061 | — | 1,124,061 | 1,124,061 | | Benefits | — | — | — | — | — | 173,270 | | Sean P. Leuba | | | | | | | | Severance | 411,000 | — | — | — | — | 822,000 | | Annual incentive-based compensation | 246,600 | — | — | — | — | 493,200 | | Restricted stock units vesting(1) | — | 532,846 | 532,846 | — | 532,846 | 532,846 | | Performance share units vesting(2) | — | 435,745 | 435,745 | — | 435,745 | 435,745 | | Benefits | — | — | — | — | — | 179,058 | | Craig D. Nichols | | | | | | | | Severance | 415,000 | — | — | — | — | 830,000 | | Annual incentive-based compensation | 249,000 | — | — | — | — | 498,000 | | Restricted stock units vesting(1) | — | 326,140 | 326,140 | — | 326,140 | 326,140 | | Performance share units vesting(2) | — | 326,140 | 326,140 | — | 326,140 | 326,140 | | Benefits | — | — | — | — | — | 184,210 |
Quantification of Potential Payments on a Change of Control or Termination Event
| (1) This value was determined by multiplying the Company’s closing stock price of $18.72, which was the closing price on the last trading day of 2025. |
Quantification of Potential Payments on a Change of Control or Termination Event
| (2) This value was determined by multiplying the Company’s closing stock price of $18.72 by the target number of PSUs with performance periods ending after December 31, 2025. |
Quantification of Potential Payments on a Change of Control or Termination Event
In addition to the estimated amounts disclosed, NEOs would also receive payment of their Mayville Engineering Company Deferred Compensation Plan disclosed in the Nonqualified Deferred Compensation for 2025 table above.