DEF 14A of Enerpac Tool Group Corp
Filed Dec 22, 2025 · FY20250001140361-25-046276
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS The Board of Directors currently consists of ten members. Directors are elected annually for one-year terms. Alfredo Altavilla and Judy L. Altmaier are not standing for re-election as directors at the Meeting, and, effective at the commencement of the Meeting, the authorized number of directors will be reduced to eight members. We thank Mr. Altavilla and Ms. Altmaier for their thoughtful and diligent service to Enerpac. Accordingly, at the Meeting, eight directors will be elected to serve until the next annual meeting of shareholders and until their successors shall be elected and qualified. The Board of Directors has nominated the eight individuals listed below for election as directors at the Meeting. Each of these nominees is presently serving as a director of the Company and was most recently elected by the shareholders at the Company’s annual meeting held in February 2025. It is the intention of the persons named in the accompanying form of proxy to vote such proxy for the election of the persons named below, unless otherwise instructed by a shareholder in a completed proxy that is timely submitted. In the event any of the nominees should become unable to serve as a director, an eventuality which management has no reason to believe will occur, proxies may be voted for another nominee.
DIRECTOR CANDIDATE BIOGRAPHIES AND QUALIFICATIONS
DIRECTOR CANDIDATE BIOGRAPHIES AND QUALIFICATIONS The Board has nominated each of the following individuals for election for a one-year term expiring at the annual meeting of shareholders to be held in 2027.
DIRECTOR CANDIDATE BIOGRAPHIES AND QUALIFICATIONS
| | J. Palmer Clarkson Former President and Chief Executive Officer of Bridgestone HosePower LLC INDEPENDENT DIRECTOR Age: 68 Director since: 2018 | Other Current Public Company Directorships: • CNX Resources Corporation | Enerpac Board Committees: • Talent Development and Compensation • Governance and Sustainability Other Directorships within the Last Five Years: • None | | Mr. Clarkson retired from his position as President and Chief Executive Officer of Bridgestone HosePower LLC, a Florida-based industrial hose service company in 2022. Founded by Mr. Clarkson in 1990 and acquired by Bridgestone Hose in 2014, HosePower is the largest U.S. based service provider of hydraulic and industrial hoses used in construction machinery, mining, oil field equipment and general industrial applications. Mr. Clarkson is the chair of the environmental, safety and corporate responsibility committee and the compensation committee and serves on the nominating and corporate governance committee of CNX Resources Corporation. Mr. Clarkson’s areas of expertise include financial and operational management, distribution and dealer channel management, business development and capital allocation. Mr. Clarkson brings a significant understanding of the Company’s tools business and sales channels to the Board, as well as strong financial and accounting experience. | | | |
DIRECTOR CANDIDATE BIOGRAPHIES AND QUALIFICATIONS
| | Danny L. Cunningham Former Partner and Chief Risk Officer of Deloitte & Touche, LLP INDEPENDENT DIRECTOR Age: 70 Director since: 2016 | Other Current Public Company Directorships: • WEC Energy Group, Inc. | Enerpac Board Committees: • Audit, Chair • Governance and Sustainability Other Directorships within the Last Five Years: • None | | Mr. Cunningham is a retired Partner and former Chief Risk Officer of Deloitte & Touche, LLP, a multinational public accounting firm. He has more than 30 years of experience serving public audit clients in a broad array of industries, including manufacturing. He has practiced in both the United States and China. He is the chair of the audit and oversight committee and a member of the executive committee of WEC Energy Group, Inc. Mr. Cunningham possesses expertise in the areas of financial reporting, auditing, accounting and risk management and also brings a strong knowledge of corporate transactions and a global perspective to the Board. | | | |
DIRECTOR CANDIDATE BIOGRAPHIES AND QUALIFICATIONS
| | E. James Ferland Former Chairman and Chief Executive Officer of Babcock & Wilcox Enterprises, Inc. INDEPENDENT DIRECTOR NON-EXECUTIVE CHAIR OF THE BOARD Age: 59 Director since: 2014 | Other Current Public Company Directorships: • None | Enerpac Board Committees: • Governance and Sustainability, Chair Other Directorships within the Last Five Years: • None | | Mr. Ferland is the retired Chairman and Chief Executive Officer of Babcock & Wilcox Enterprises, Inc. (“B&W”), a provider of energy and environmental products and services for power and industrial markets worldwide. He held those positions from July 2015, when B&W was spun-off from the Babcock & Wilcox Company (now known as BWX Technologies, Inc.), until March 2018. Mr. Ferland was Chief Executive Officer of Babcock & Wilcox Company from 2012 through the date of the spin-off. He previously held various leadership roles with Westinghouse Electric Company, LLC and PNM Resources, Inc. With more than 25 years of senior management and engineering experience in diversified industries, Mr. Ferland brings to the Board extensive operations, financial and acquisition experience, knowledge of the energy markets and valuable perspectives from leading a global public company. | | | |
DIRECTOR CANDIDATE BIOGRAPHIES AND QUALIFICATIONS
| | Colleen M. Healy Former Chief Financial Officer and Principal Accounting Officer of SailPoint Technologies Holdings, Inc. INDEPENDENT DIRECTOR Age: 54 Director since: 2023 | Other Current Public Company Directorships: • None | Enerpac Board Committees: • Audit • Governance and Sustainability Other Directorships within the Last Five Years: • None | | Ms. Healy is the retired Chief Financial Officer and Principal Accounting Officer of SailPoint Technologies Holdings, Inc. (“SailPoint”), an identity and access management software company. She held those positions from March 2022 until the sale of SailPoint in August 2022. From October 2019 until December 2020, Ms. Healy served as the Chief Financial Officer of Basis Global Technologies, Inc. (formerly, Centro, Inc.), a provider of workflow automation and business intelligence software for marketing and advertising functions within enterprises. Prior to 2018, Ms. Healy served as Vice President, Finance of Hillrom Holdings, Inc., Vice President, Investor Relations of TransUnion and in various positions of increasing responsibility over nearly 20 years at Microsoft Corporation, including as General Manager of U.S. Industry for Financial Services, Head of Investor Relations, and in senior roles within treasury, business development and corporate development. Ms. Healy has extensive experience in financial and strategic leadership, including serving as chief financial officer of a public company. She has deep experience in investor relations, mergers and acquisitions, capital markets and digital technologies, and brings strong leadership to the Board. | | | |
DIRECTOR CANDIDATE BIOGRAPHIES AND QUALIFICATIONS
| | Richard D. Holder Chief Executive Officer of Loparex LLC INDEPENDENT DIRECTOR Age: 62 Director since: 2017 | Other Current Public Company Directorships: • Armstrong World Industries, Inc. | Enerpac Board Committees: • Audit • Talent Development and Compensation, Chair Other Directorships within the Last Five Years: • None | | Mr. Holder currently serves as Chief Executive Officer of Loparex LLC. Loparex is a leading supplier of engineered release liner solutions, enabling sustainable performance for customers around the globe through in-depth material science expertise and industry-leading technology. Prior to his current role, from January 2021 through January 2024, Mr. Holder served as President and CEO of HZO Inc., a provider of thin-film nanocoatings for electronics. From June 2013 to September 2019, Mr. Holder served as President and CEO of NN, Inc., a diversified industrial manufacturing company. He also held a variety of leadership positions during his twelve-year tenure at Eaton Corporation, where he last served as President of Eaton Electrical Components Group, a unit of Eaton’s Electrical sector. Prior to joining Eaton, he held leadership roles at US Airways, Allied Signal and Parker Hannifin. As a current and former chief executive officer and a seasoned executive with nearly 30 years of international experience across a diverse set of industries and disciplines, Mr. Holder brings to the Board a unique perspective from leading global public companies, along with extensive business, financial and industry experience. | | | |
DIRECTOR CANDIDATE BIOGRAPHIES AND QUALIFICATIONS
| | Lynn C. Minella Former Executive Vice President & Chief Human Resources Officer of Johnson Controls International plc INDEPENDENT DIRECTOR Age: 67 Director since: 2022 | Other Current Public Company Directorships: • None | Enerpac Board Committees: • Talent Development and Compensation • Governance and Sustainability Other Directorships within the Last Five Years: • None | | Ms. Minella is an accomplished human resources executive with more than 40 years of global experience across a diverse set of industries. She served as Executive Vice President and Chief Human Resources Officer of Johnson Controls International plc from June 2017 until her retirement in December 2021. Prior to joining Johnson Controls, she served as Group Human Resources Director at London-based BAE Systems plc from June 2012 to June 2017 and served on its Executive Committee. Prior to BAE Systems, she was with Air Products and Chemicals, Inc. from 2004 until 2012 where she was the Senior Vice President of Human Resources and Communications. Earlier in her career she also held a variety of human resources roles of increasing responsibility at International Business Machines Corporation. Ms. Minella serves on the board of directors of Kent, a privately owned global energy services provider. Ms. Minella brings extensive global experience in human resources management and human capital development across hardware and software development, services, and industrial and manufacturing organizations. She has significant experience in organization development; talent strategy development; employee engagement, development and learning; compensation and benefits management; and succession planning and leadership development. With her executive and board experience, she brings a firm understanding of corporate governance matters. | | | |
DIRECTOR CANDIDATE BIOGRAPHIES AND QUALIFICATIONS
| | Sidney S. Simmons Corporate Attorney INDEPENDENT DIRECTOR Age: 67 Director since: 2018 | Other Current Public Company Directorships: • None | Enerpac Board Committees: • Audit • Governance and Sustainability Other Directorships within the Last Five Years: • None | | Mr. Simmons is a seasoned corporate and transactional attorney with over 40 years of experience. He provides legal counseling to a range of corporate clients, assisting them with mergers and acquisitions, business planning and structuring, and negotiating and implementing complex business transactions, among other matters. He has a long history of volunteer service with various national and local organizations, some of which include serving as chairman of the Audit Committee and as the Vice Chair of the Board of Directors of Catholic Charities USA and as Chairman of the Board of Directors of St. Vincent’s Health System, Inc., in Jacksonville, Florida. In addition to his deep and broad knowledge and his experience in executing commercial transactions, he brings experience in corporate governance and legal and regulatory compliance to the Board’s deliberations, as well as experience in recruiting and retaining executive talent. | | | |
DIRECTOR CANDIDATE BIOGRAPHIES AND QUALIFICATIONS
| | Paul E. Sternlieb President and Chief Executive Officer, Enerpac Tool Group Corp. MANAGEMENT Age: 53 Director since: 2021 | Other Current Public Company Directorships: • Kennametal Inc. | Enerpac Board Committees: • None Other Directorships within the Last Five Years: • None | | Mr. Sternlieb was appointed President and Chief Executive Officer of the Company and a member of the Board effective October 2021. He joined Enerpac from John Bean Technologies Corporation (“JBT”), where he served since October 2017 as Executive Vice President and President of its Protein business. Prior to joining JBT, Mr. Sternlieb was Group President, Global Cooking in the Food Equipment Group at Illinois Tool Works Inc. from 2014 to 2017 and a Vice President and General Manager with Danaher Corporation from 2011 to 2014. Earlier in his career, he held management roles with H.J. Heinz Company and was a consultant with McKinsey & Company. Mr. Sternlieb also serves on the board of directors of Kennametal Inc., an industrial technology company traded on the NYSE. He holds an M.B.A. from, and was a Palmer Scholar at, the Wharton School and dual undergraduate degrees in Economics and Computer Science from the Jerome Fisher Program in Management & Technology at the University of Pennsylvania. Mr. Sternlieb brings extensive operational and international experience to the Company and Board and has an established record of using a systematic approach to delivering growth and margin expansion at industrial businesses. As the only member of Enerpac management to serve on the Board, Mr. Sternlieb also contributes a level of understanding of our Company not easily attained by an outside director. | | | |
DIRECTOR CANDIDATE BIOGRAPHIES AND QUALIFICATIONS
OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS VOTING “FOR” THE ELECTION OF EACH OF THE NOMINEES.
SUMMARY OF DIRECTOR NOMINEE SKILLS, COMPETENCIES AND ATTRIBUTES
SUMMARY OF DIRECTOR NOMINEE SKILLS, COMPETENCIES AND ATTRIBUTES A summary of Board governance considerations and the experience and skills of each nominee for election as director follows:
SUMMARY OF DIRECTOR NOMINEE SKILLS, COMPETENCIES AND ATTRIBUTES
| | Clarkson | Cunningham | Ferland | Healy | Holder | Minella | Simmons | Sternlieb | | Years on the Board of Directors | 7.8 | 9.8 | 11.4 | 2.5 | 8.8 | 3.9 | 7.8 | 4.3 | | Independent Director | | | | | | | | | | Financially Literate | | | | | | | | | | Audit Committee Financial Expert | | | | | | | | | | Governance and Board Experience | | | | | | | | | | CEO and Leadership | | | | | | | | | | Operations, Manufacturing and Logistics | | | | | | | | | | Finance, Capital Markets and Accounting | | | | | | | | | | Sales, Marketing and Brand Management | | | | | | | | | | Innovation and New Product Development | | | | | | | | | | Strategy Development and M&A | | | | | | | | | | International Business | | | | | | | | | | Cybersecurity and Data Privacy | | | | | | | | | | Risk Management | | | | | | | | | | Human Resources, Compensation and Benefits | | | | | | | | | | Legal and Regulatory | | | | | | | | |
EXECUTIVE SUMMARY
| • | provide balanced incentives for the achievement of near-term and long-term objectives, without incentivizing executives to take excessive risk. |
EXECUTIVE SUMMARY
Executive compensation opportunities are aligned with our overall business strategy for driving sales growth and improving operating metrics, margin expansion, earnings, cash flow generation and return on invested capital. The Company’s executive compensation program for fiscal 2025 was designed, and the performance measures for incentive compensation awards made in fiscal 2025 were established, in the face of continued economic uncertainty globally. In awarding incentive compensation opportunities to the NEOs in fiscal 2025, the Committee selected stretch goals for the target payout levels, as an incentive to build on the strong financial performance in fiscal 2024. For fiscal 2025, our net sales were at the bottom end of our guidance range announced at the beginning of the fiscal year, while our adjusted EBITDA reported for the fiscal year was at the midpoint of our initial guidance range for the year. Accordingly, while we achieved 1.0% growth in fiscal 2025 in organic sales, this was short of our stretch goal at target of 2.0% as global economic uncertainty persisted, in part reflective of geopolitical concerns. Despite not fully achieving expectations for sales growth, we achieved performance approaching or above the stretch target goals for adjusted EBITDA, adjusted EBITDA margin and free cash flow conversion—the other financial metrics under our annual bonus awards in fiscal 2025. This performance reflected continued focus on capturing productivity and efficiency gains and further expanding gross margins. As a result, the annual bonus payment based on these four financial metrics was 100.7% of the target amount. Our long-term equity performance awards for the three-year period ended August 31, 2025 paid out based on our return on invested capital and our relative total shareholder return for the three-year period and our adjusted earnings per share in each of the fiscal years in that period. Our return on invested capital for the period was 23%, far exceeding the maximum payout level set for this metric of 12%, while our relative total shareholder return for the period was at the 73rd percentile, approaching the maximum payout level at the 75th percentile, and the amount of our adjusted earnings per share exceeded the maximum level for the first fiscal year in the period and was between the target and maximum levels for each of the other two fiscal years in the period, with the average payout level for this metric being 167% of target, resulting in a payout at 186% of the target opportunity for these awards. Given these balanced results, the Committee believes that the Company’s executive compensation programs are effectively linked to performance. The Committee remains committed to linking executive compensation to performance metrics that align the interests of the NEOs with the long-term interests of shareholders. By recruiting talented and experienced executive officers to join the Company and providing them with compensation that incentivizes both retention and driving Company performance, the Committee is focused on improving shareholder value.
EXECUTIVE COMPENSATION PRACTICES
| What the Company Does | What the Company Does Not Do | | • Uses performance metrics to align pay with performance • Caps payouts under our annual cash bonus plan and performance share plans at 200% • Grants at least 50% of target annual equity awards as performance-based awards • Has robust stock ownership guidelines for our CEO and other current NEOs • Applies mandatory clawback provisions to annual cash bonus and equity awards for executives in case of financial restatements • Applies discretionary clawback provisions for incentive compensation for other management employees in case of financial restatements and for executives and other management employees in the event of misconduct • Engages an independent compensation consultant that reports to the Committee • Prohibits short sales, hedging or pledging of our stock by our executive officers and directors | • Offer gross-ups of related excise taxes on executive severance agreements • Otherwise provide tax gross-ups in the event of a change in control • Pay dividends on unearned and unvested performance shares • Pay dividends on unvested restricted stock units • Reprice stock options |
Role of Compensation Consultant
Role of Compensation Consultant The Committee has the authority to engage the services of outside advisors, experts and others to assist in performing its responsibilities. The Committee utilized the services of Mercer, LLC (“Mercer”) as its independent compensation consultant in designing the executive compensation program for fiscal 2025. Mercer assisted the Committee by evaluating executive compensation, analyzing pay alignment with financial and stock performance, providing general compensation trends and competitive market data and benchmarking, and participating in the design and implementation of certain elements of the executive compensation program. Mercer did not make specific recommendations on individual compensation amounts for the executive officers or independent directors, nor did it determine the amount or form of executive and director compensation. In selecting Mercer as the Committee’s compensation consultant, the Committee considered its independence by taking into account the factors prescribed by the NYSE listing rules. In its role as the Committee’s independent compensation advisor, Mercer provided written confirmation of its independence and the existence of any potential conflicts of interest. The Committee also reviewed the respective policies and procedures that Mercer maintains to prevent conflicts of interest, evaluated whether there are personal or business relationships between Mercer and members of the Committee, and validated that employees of Mercer who perform consulting services do not own the Company’s common stock. Based on this evaluation, the Committee determined that no conflict of interest exists with respect to Mercer.
ASSESSING COMPETITIVE COMPENSATION PRACTICES
ASSESSING COMPETITIVE COMPENSATION PRACTICES The Committee reviews general industry survey data as well as compensation practices for certain publicly traded U.S. companies with which the Company considers it competes for executive talent (the “Peer Group”). In evaluating compensation decisions for fiscal 2025, it used executive compensation and incentive-plan-design data compiled by Mercer for the Peer Group and other relevant companies to assess the reasonableness and appropriateness of both pay levels and design of compensation programs. The companies in the Peer Group used in making compensation decisions with respect to fiscal 2025 are as follows:
ASSESSING COMPETITIVE COMPENSATION PRACTICES
| Badger Meter, Inc. Brady Corporation Columbus McKinnon Corporation Enpro Inc. ESCO Technologies Inc. | Franklin Electric Co., Inc. Helios Technologies, Inc. Kadant Inc. Lindsay Corporation Mueller Water Products, Inc. | Proto Labs, Inc. RBC Bearings Incorporated Standex International Corporation Tennant Company Thermon Group Holdings, Inc. | TriMas Corporation Zurn Elkay Water Solutions Corporation |
ASSESSING COMPETITIVE COMPENSATION PRACTICES
The Committee selected the companies for the Peer Group in April 2025. The only change from the prior year’s Peer Group was the removal of Barnes Group Inc., which was acquired in a take-private transaction, and the inclusion of Zurn Elkay Water Solutions Corporation, which was added to replace Barnes Group Inc. and to continue to align the group’s median revenues and market capitalizations with the Company. The 2025 revenues of the Peer Group expected at that time ranged from $2.0 billion to $492 million, with a median of $1.0 billion, with market capitalizations at that time ranging from $10.2 billion to $488 million, with a median of $3.4 billion.
COMPONENTS OF EXECUTIVE COMPENSATION
COMPONENTS OF EXECUTIVE COMPENSATION We seek to pay the Company’s executives fairly and competitively and to link pay with performance. The main elements of executive compensation are base salary, a short-term incentive in the form of an annual bonus, and long-term equity incentive awards. The Company emphasizes compensation opportunities that reward executives when they deliver targeted financial results. A significant portion of executive compensation is equity-based. In fiscal 2025, annual equity incentive awards granted to the NEOs were in the form of time-vesting restricted stock units (“restricted stock units”) and performance-based restricted stock units (“Performance Shares”). Incentive compensation at target (annual bonus and equity awards) accounted for approximately 84% of Mr. Sternlieb’s Total Direct Compensation opportunity during fiscal 2025 and approximately 60% of the average Total Direct Compensation opportunity of the other NEOs who served as officers on August 31, 2025, other than Mr. Popp. The following chart illustrates the allocation of the Total Direct Compensation at target for these officers of base salary (on an annualized basis), annual bonus and annual equity awards (the chart does not include the signing bonuses or sign-on equity awards to Mr. Kozik or Mr. Chack). We have excluded Mr. Popp from this presentation because he commenced his employment on July 14, 2025 and did not receive any equity awards in fiscal 2025. The NEOs also receive certain perquisites and participate in certain retirement, health and welfare plans.
Annual Bonus
Annual Bonus Our NEOs, along with other leaders and substantially all U.S. employees, have an opportunity to earn an annual cash bonus based on achievement of certain performance objectives. The four performance metrics implemented within the fiscal 2025 annual bonus plan for all of the NEOs are organic sales growth, adjusted EBITDA, adjusted EBITDA margin and free cash flow conversion. Mr. Burns's annual cash bonus opportunity, established prior to his appointment as an executive officer, included an additional subjective personal performance measure. The diagram below illustrates the fiscal 2025 bonus plan design for the NEOs other than Mr. Burns, whose annual bonus included the additional subjective performance measure. Annual bonus opportunity percentages vary by NEO and are determined based on their scope of duties and responsibilities as well as market and peer group data. Annual cash bonus achievement can range from 0% to 200% of the target annual bonus based on actual performance. The annual bonus payment is calculated for the NEOs based on the actual base salary paid during the fiscal year ended August 31, 2025 and, accordingly, reflects proration from the respective annual base salary rates as they were adjusted during the fiscal year, and for Mr. Kozik, who commenced employment with Enerpac on October 28, 2024, and Mr. Popp, who commenced employment with Enerpac on July 14, 2025, reflects proration from their respective start dates. The following table summarizes the fiscal 2025 annual cash bonus opportunity granted to the NEOs and the weighting of the components of the annual bonus as a percentage of the target annual cash bonus opportunity.
Annual Bonus
| | Annual Bonus Opportunity as a % of Base Salary | | | Weighting of Components of Target Annual Bonus | | | | | | NEO | Threshold | Target | Maximum | Organic Sales Growth | Adjusted EBITDA | Adjusted EBITDA Margin | Free Cash Flow Conversion | Personal Performance | | Paul E. Sternlieb | 0% | 100% | 200% | 25% | 25% | 25% | 25% | — | | Darren M. Kozik | 0% | 65% | 130% | 25% | 25% | 25% | 25% | — | | Eric T. Chack | 0% | 55% | 110% | 25% | 25% | 25% | 25% | — | | Benjamin J. Topercer | 0% | 55% | 110% | 25% | 25% | 25% | 25% | — | | Noah N. Popp | 0% | 50% | 100% | 25% | 25% | 25% | 25% | — | | P. Shannon Burns* | 0% | 35% | 70% | 20% | 20% | 20% | 20% | 20% | | James P. Denis* | 0% | 50% | 100% | 25% | 25% | 25% | 25% | — |
Annual Bonus
| * Mr. Burns and Mr. Denis, whose service with the Company ceased on July 23, 2025 and August 1, 2025, respectively, each received an annual bonus equal to the amount that would have been payable to him based on achievement of financial goals at “target” levels pursuant to the Company’s Senior Officer Severance Plan, described below beginning on page 37. |
Annual Bonus
The fiscal 2025 annual bonus was designed to be earned based on performance against organic sales growth, adjusted EBITDA, adjusted EBITDA margin and free cash flow conversion scales approved by the Committee, and, for Mr. Burns, a subjective personal performance assessment. Adjusted EBITDA and adjusted EBITDA margin are calculated in a manner consistent with adjusted EBITDA as presented by the Company in its quarterly and annual earnings announcements, with additional adjustments to exclude annual incentive compensation expense and for certain items selected by the Committee that it believes do not reflect normal operating conditions. These financial metrics align closely to our strategy and shareholder expectations with a focus on profitable growth. The scales were established by the Committee in the first quarter of the fiscal year, considering financial plans, market conditions, year-over-year performance, non-recurring projects and the general economic environment. These financial measures can be impacted by a variety of non-recurring or extraordinary items (e.g., mergers and acquisitions or restructuring charges) and actual results may be adjusted for these items if not contemplated in the target setting process. Adjustments to the annual bonus financial results, if any, are reviewed and approved by the Committee. Following the completion of a fiscal year, the Committee approves annual bonus payouts based on the extent to which targets were achieved. Fiscal 2025 annual bonus achievement with respect to these financial measures, along with the weighted bonus payout against the target amount for the NEOs other than Mr. Burns and Mr. Denis, is shown below:
Annual Bonus
| | Fiscal 2025 Bonus Scale | | | | Fiscal 2025 Bonus Achievement | | | | (dollars in millions) | Threshold 0% | 50% | Target 100% | Maximum 200% | Result | Bonus Payout % for Measure | Bonus Payout % of Target | | Organic Sales Growth(1) | (2.50)% | (0.25)% | 2.00% | 6.50% | 1.0% | 79.2% | 19.8% | | Adjusted EBITDA(2) | $146.9 | $156.9 | $166.9 | $186.9 | $161.4 | 72.6% | 18.1% | | Adjusted EBITDA Margin(3) | 25.3% | 26.1% | 26.9% | 28.5% | 26.4% | 67.9% | 17.0% | | Free Cash Flow Conversion(4) | 92% | 96% | 100% | 108% | 106.5% | 183.0% | 45.8% | | | | | | | | | 100.7% |
Annual Bonus
| (1) Organic sales growth represents the net sales change between years excluding the impact of foreign exchange rates, acquisitions and divestitures, which we discuss in our earnings releases and quarterly and annual reports and which we previously referred to as “core sales growth.” Organic sales is calculated in a manner consistent with organic sales as presented by the Company in its quarterly and annual earnings announcements. |
Annual Bonus
| (2) Adjusted EBITDA is the Company’s earnings before interest, income tax, depreciation and amortization expenses, adjusted by adding selected expenses that the Committee believes do not reflect normal operating conditions and subtracting certain selected income items that the Committee believes do not reflect normal operating conditions. Adjusted EBITDA and adjusted EBITDA margin are calculated in a manner consistent with adjusted EBITDA as presented by the Company in its quarterly and annual earnings announcements, with additional adjustments to exclude annual incentive compensation expense and for certain items selected by the Committee that it believes do not reflect normal operating conditions, such as the impact of acquisitions and divestitures that were not identified in the process of setting the adjusted EBITDA targets. Actual adjusted EBITDA performance is adjusted to exclude the impact of foreign exchange rates as compared to target levels. |
Annual Bonus
| (3) Adjusted EBITDA margin is adjusted EBITDA as defined above divided by net sales. Actual net sales is adjusted to exclude the impact of foreign exchange rates as compared to target levels and to exclude the impact of acquisitions and divestitures that were not identified in the process of setting the adjusted EBITDA margin targets. |
Annual Bonus
| (4) Free cash flow conversion is cash flow from operations for a period reduced by capital expenditures, consistent with the presentation of free cash flow presented by the Company in its quarterly and annual earnings announcements, increased by interest paid, proceeds from the exercise of stock options and the cash portion of certain non-operational items (e.g., mergers and acquisitions or restructuring charges) and with certain other adjustments, with the total divided by adjusted net income (net income adjusted for certain items selected by the Committee that it believes do not reflect normal operating conditions, generally comprising the same non-operational items as selected for adjusted EBITDA, including the tax effect of such items). |
Annual Bonus
The blended result of the achievement outcomes above for the NEOs, other than Mr. Burns and Mr. Denis, is a bonus payout of 100.7% of target. Because they were not employed at the end of the fiscal year, Mr. Burns and Mr. Denis were not entitled to an annual bonus payout for fiscal 2025, though under the Company’s Senior Officer Severance Policy, described below starting on page 37, each received a lump-sum payout that included an amount equal to the amount he would have received as a bonus payment for fiscal 2025 based on achievement at the target level. The following table sets forth for each current NEO the total amount of payouts of annual bonus for fiscal 2025:
Annual Bonus
| NEO | Annual Bonus Payout for Fiscal 2025 ($) | | Paul E. Sternlieb | 951,332 | | Darren M. Kozik | 266,934 | | Eric T. Chack | 252,896 | | Benjamin J. Topercer | 232,548 | | Noah N. Popp | 23,167 |
Signing Bonus
Signing Bonus As part of the recruitment process with Mr. Kozik and Mr. Popp to join the Company on October 28, 2024 and July 14, 2025, respectively, the Company paid Mr. Kozik a cash bonus of $318,000 and Mr. Popp a cash bonus of $214,000 in connection with their acceptances of the Company’s offers of employment. These bonuses were paid within 60 days of their respective start dates. The signing bonuses were structured to compensate Mr. Kozik and Mr. Popp for compensation that would have otherwise been payable by their respective former employers and, for Mr. Kozik, to cover relocation expenses, and, for Mr. Popp, to cover temporary housing expenses. These bonuses were also designed to provide a retention incentive in the form of an agreement to repay the full amount of the signing bonus in the event such officer voluntarily terminates his employment with the Company (other than for “good reason” as defined under the Company’s Senior Officer Severance Plan) within the first year of his employment and 75%, 50% or 25% of his signing bonus if he voluntarily terminates his employment (other than for good reason) during the second, third or fourth year of his employment, respectively. The full amounts of Mr. Kozik’s and Mr. Popp’s signing bonuses are included as compensation for fiscal 2025 in the Summary Compensation Table appearing on page 31 in the “Bonus” column. The terms of Mr. Kozik’s and Mr. Popp’s signing bonuses and sign-on equity awards were consistent with guidelines adopted by the Board in 2024 establishing consistent practices for providing signing bonuses and sign-on equity awards to new executive hires. Under these guidelines, signing bonuses should not exceed the expected amount of short-term incentive cash compensation and the expected value of equity awards scheduled to vest in the next 12 months that the executives would forfeit from their current employer by joining Enerpac. Similarly, the value of sign-on equity awards would not exceed the expected value of longer-vesting equity awards that would be forfeited. The guidelines provide that signing bonuses and sign-on equity awards should not be used to provide additional incentives in recruiting new hires. Payments to cover anticipated relocation transitional expenses not otherwise covered by Enerpac’s relocation policy are to be determined on a case-by-case basis. The guidelines provide for the application of consistent methods in determining the expected value of the forfeited short-term incentive cash compensation and equity awards.
Equity Compensation Granted in Fiscal 2025
Equity Compensation Granted in Fiscal 2025 A significant portion of each NEO’s Total Direct Compensation is in the form of equity compensation to create a strong alignment with shareholders. If the Company’s stock price declines, so does the value of the NEOs’ compensation, and vice versa. For the NEOs, the Committee approves an annual target award value for each NEO based on the independent compensation consultant’s benchmarking data and other applicable factors, such as internal equity and individual contributions. In fiscal 2025, the Committee allocated 50% of the target level of shares for annual equity awards to its NEOs as Performance Shares and 50% as restricted stock units, except for Mr. Sternlieb, whose target level of shares for his annual equity awards were allocated as 60% Performance Shares and 40% restricted stock units and for Mr. Kozik and Mr. Chack, who joined the Company on October 28, 2024 and July 22, 2024, respectively, and received, in addition to their annual equity awards, sign-on equity awards of restricted stock units. Mr. Popp, who joined the Company on July 14, 2025, did not receive any equity awards in fiscal 2025 and was granted a sign-on award of restricted stock units on September 15, 2025. The following describes each type of annual award granted in fiscal 2025 to the NEOs. Performance Based Restricted Stock Units (“Performance Shares”) The annual Performance Share awards have a three-year performance period, with vesting based on the achievement of specified performance metrics. New three-year performance cycles start annually with grants generally near the beginning of each fiscal year. For fiscal 2025, the Committee selected the following three, equally weighted, performance measures for Performance Share awards: relative total shareholder return (“relative TSR”); return on invested capital (“ROIC”); and adjusted earnings per share. The Company defines these metrics as follows:
Equity Compensation Granted in Fiscal 2025
| • | Relative TSR is the Company’s total shareholder return relative to the total shareholder return of the S&P SmallCap 600 Industrials Index (approximately 90 companies); |
Equity Compensation Granted in Fiscal 2025
| • | ROIC is adjusted EBITDA, calculated in a manner consistent with adjusted EBITDA as presented by the Company in its quarterly and annual earnings announcements, which may be further adjusted for certain items selected by the Committee that it believes do not reflect normal operating conditions, divided by the sum of shareholder’s equity and net debt, with net debt defined as the total of long-term and current debt less cash. Such measures in the calculation of ROIC may be further adjusted to reflect the impact of any acquisitions and dispositions effected during the three-year measurement period. |
Equity Compensation Granted in Fiscal 2025
| • | Adjusted earnings per share is calculated in a manner consistent with adjusted diluted earnings per share from continuing operations as presented by the Company in its quarterly and annual earnings announcements, with adjustments for certain items selected by the Committee that it believes do not reflect normal operating conditions. |
Equity Compensation Granted in Fiscal 2025
Relative TSR aligns the interests of shareholders and executives and is a measure of the Company’s performance relative to its peers rather than a measure of absolute performance. ROIC is an important measure in determining how well the Company deploys capital. Adjusted earnings per share aligns well with the Company’s goal of earnings growth and shareholder value creation. With respect to relative TSR, the targets and vesting scale for Performance Shares granted in fiscal 2025 were as follows (with performance between these levels resulting in vesting based on straight-line interpolation):
Equity Compensation Granted in Fiscal 2025
| Measure | Threshold | Target | Maximum | | Vesting Scale (as a percentage of Target) | 50% | 100% | 200% | | Relative TSR Percentile | 25th | 50th | 75th |
Equity Compensation Granted in Fiscal 2025
The vesting scale is the same for the portion of the Performance Shares based on achievement of ROIC and adjusted earnings per share, with vesting at 50%, 100% and 200% of the target share amount of the award based on the achievement of specified threshold, target and maximum performance levels, respectively, set by the Committee for each of these measures, with performance between these levels resulting in vesting based on straight-line interpolation. The threshold, target and maximum performance levels set by the Committee with respect to the ROIC and adjusted earnings per share measures are not presented in this Proxy Statement because such forward-looking information is confidential and competitively sensitive. In setting these levels, the Committee considered achievement of the target performance level of each of these measures to be a stretch goal. Payout of shares under the Performance Shares is subject to continued employment, except in the event that employment is terminated as a result of death, disability, a qualifying retirement or is a qualifying termination under the Company’s Senior Officer Severance Plan, in which case the number of shares to be paid out is to be prorated based on the period served during the performance period relative to the full performance period. For the annual Performance Shares awarded in fiscal 2025, the payout with respect to the relative TSR component is capped at 100% of the target amount if the Company’s absolute total shareholder return for the three-year measurement period is negative. The following table summarizes the number of shares that would be issued at the threshold, target and maximum levels for Performance Share grants made to the NEOs in fiscal 2025.
Equity Compensation Granted in Fiscal 2025
| | Fiscal 2025 Performance Shares Grants | | | | NEO | Threshold | Target | Maximum | | Paul E. Sternlieb | 24,289 | 48,578 | 97,156 | | Darren M. Kozik | 2,468 | 4,936 | 9,872 | | Eric T. Chack | 1,481 | 2,962 | 5,924 | | Benjamin J. Topercer | 1,975 | 3,949 | 7,898 | | Noah N. Popp* | — | — | — | | P. Shannon Burns** | 275 | 549 | 1,098 | | James P. Denis** | 528 | 1,056 | 2,112 |
Equity Compensation Granted in Fiscal 2025
| * Mr. Popp joined the Company on July 14, 2025 and did not receive any Performance Shares in fiscal 2025. |
Equity Compensation Granted in Fiscal 2025
| ** For each of Mr. Burns and Mr. Denis, the amounts presented reflect the proration of his Performance Share awards for his period of service during the three-year period ending August 31, 2027 pursuant to the Company’s Senior Officer Severance Plan, described below beginning on page 37. |
Equity Compensation Granted in Fiscal 2025
Restricted Stock Units The annual restricted stock units granted to officers in fiscal 2025 generally vest, subject to continued employment, in equal annual installments over a three-year period. Accordingly, such awards serve as a retention incentive, as unvested awards are forfeited if the executive voluntarily leaves the Company. The Committee has the ability to vary the vesting schedule for new grants. In addition to the annual restricted stock unit grant to Mr. Kozik, in connection with his recruitment to join the Company, the Committee granted Mr. Kozik restricted stock units in December 2024 in recognition of the forfeiture of equity awards granted to him by his former employer that were scheduled to vest more than six months after the commencement of his employment with the Company. These restricted stock units are scheduled to vest, subject to continued employment, on the second and third anniversary of the grant date, as described in more detail in the table below. In addition, Mr. Chack received a sign-on equity award of restricted stock units in September 2024 in connection with his recruitment to join the Company in July 2024, which vest, subject to continued employment, on the second anniversary of the grant date. In addition, in the event of termination of employment due to death, the restricted stock units become fully vested, and upon termination of employment due to disability some or all of the restricted stock units may vest as determined by the Committee in its discretion. In fiscal 2025, the Committee granted annual awards of restricted stock units to executive officers then employed with the Company in November 2024, consistent with its practice of granting restricted stock units in the first fiscal quarter. The Committee granted an additional sign-on award of restricted stock units to Mr. Kozik and Mr. Chack in connection with their recruitment. The sign-on equity award to Mr. Kozik was granted on December 15, 2024 and to Mr. Chack on September 15, 2024, in each case, consistent with the Committee’s practice of granting initial equity awards to new executive hires on the 15th of the month following the quarter in which the executive commenced employment. The following table summarizes the number of restricted stock units and the grant date fair value of restricted stock unit awards (based on the market price of the shares on the grant date) made to each NEO during fiscal 2025 as part of the annual award program (and the additional awards to Mr. Kozik and Mr. Chack made in connection with their hiring).
Equity Compensation Granted in Fiscal 2025
| | Restricted Stock Unit Awards | | | NEO | Number of Shares (#) | Grant Date Fair Value ($) | | Paul E. Sternlieb | 32,385 | 1,639,976 | | Darren M. Kozik(1) | 14,660 | 724,879 | | Eric T. Chack(2) | 8,907 | 394,989 | | Benjamin J. Topercer | 3,949 | 199,977 | | Noah N. Popp(3) | — | — | | P. Shannon Burns(4) | 1,974 | 100,003 | | James P. Denis(4) | 3,455 | 174,961 |
Equity Compensation Granted in Fiscal 2025
| (1) Includes the restricted stock units for 9,724 shares awarded to Mr. Kozik on December 15, 2024 in connection with his hiring. These restricted stock units vest, subject to his continued employment, as to 4,606 shares on the second anniversary of the grant date and as to 5,118 shares on the third anniversary of the grant date. |
Equity Compensation Granted in Fiscal 2025
| (2) Includes the restricted stock units for 5,945 shares awarded to Mr. Chack on September 15, 2024 in connection with his hiring. These restricted stock units vest, subject to his continued employment, on the second anniversary of the grant date. |
Equity Compensation Granted in Fiscal 2025
| (3) Mr. Popp joined the Company on July 14, 2025 and did not receive an award of restricted stock units in fiscal 2025. In connection with the commencement of his employment and in recognition of certain equity awards of his prior employer that would be forfeited upon his joining the Company, Mr. Popp was granted a sign-on award of restricted stock units on September 15, 2025, with a grant date value of approximately $110,000, that vest, subject to his continued employment, on the second anniversary of the grant date. |
Equity Compensation Granted in Fiscal 2025
| (4) Pursuant to the Company’s Senior Officer Severance Plan, described below beginning on page 37, the restricted stock units granted to Mr. Burns and Mr. Denis vested upon the cessation of their respective employment on July 23, 2025 and August 1, 2025, respectively. |
Performance Equity Awards Vesting in Fiscal 2025
Performance Equity Awards Vesting in Fiscal 2025 In the fiscal year ended August 31, 2023 (“fiscal 2023”), the Company granted Performance Share awards for the three-year performance period ended August 31, 2025, with vesting based on the achievement of specified performance metrics. The awards made in fiscal 2023 provided for vesting upon achievement of an ROIC target, the Company’s relative TSR and adjusted earnings per share (each as defined above) in equal measures. The target and vesting scale for these Performance Shares, and the vesting level achieved, are shown in the following tables:
Performance Equity Awards Vesting in Fiscal 2025
| | Threshold* (50%) | Target (100%) | Maximum (200%) | Actual Performance | Vesting for Actual Performance | | ROIC | 10.5% | 11.0% | 12.0% | 23.0% | 200% | | Relative TSR Percentile | 25th | 50th | 75th | 73rd | 192% |
Performance Equity Awards Vesting in Fiscal 2025
| * For ROIC, performance below the “threshold” level would still result in a payout with respect to such metric, with performance below “threshold” resulting in payout between 0% and 50% of target based on straight-line interpolation. To achieve any payout with respect to ROIC, ROIC for the performance must have been at least 10.0%. For relative TSR percentile, performance below the threshold amount would result in no payment for such metric. |
Performance Equity Awards Vesting in Fiscal 2025
For adjusted earnings per share, the targets for the Performance Shares awarded in fiscal 2023 were set for each fiscal year in the performance period as set forth in the following table. Each year was weighted equally in determining the overall performance level for this component of the Performance Shares. For each fiscal year presented, performance at or below the “minimum” level would result in no payout:
Performance Equity Awards Vesting in Fiscal 2025
| Adjusted Earnings Per Share for Fiscal Year: | Minimum (0%) | Threshold (50%) | Target (100%) | Maximum (200%) | Actual Performance | Vesting for Actual Performance | | 2023 | $0.88 | $1.05 | $1.18 | $1.38 | $1.45 | 200% | | 2024 | $1.10 | $1.32 | $1.48 | $1.73 | $1.72 | 196% | | 2025 | $1.34 | $1.60 | $1.80 | $2.10 | $1.81 | 103% | | Overall Adjusted Earnings Per Share Performance for the Performance Period: | | | | | | 167% |
Performance Equity Awards Vesting in Fiscal 2025
For the Performance Shares awarded in fiscal 2023, the payout with respect to the relative TSR component was capped at 100% of the target amount if the Company’s absolute total shareholder return for the three-year measurement period was negative. Overall, the Company’s performance over the measurement period resulted in a vesting level of 186% of the target opportunity for the Performance Shares. In light of the respective dates that the NEOs joined the Company, of the NEOs, only Mr. Sternlieb, Mr. Topercer and Mr. Denis received Performance Share awards in fiscal 2023. Based on the achievement of the performance measures for the three-year period ended August 31, 2025, with respect to the Performance Share awards granted to each of them in fiscal 2023, prior to withholding for taxes, 113,158 shares were paid out to Mr. Sternlieb, 10,373 shares were paid out to Mr. Topercer, and 6,417 shares were paid out to Mr. Denis. The payout with respect to Mr. Denis’s Performance Shares was prorated for his period of service, which ended on August 1, 2025, pursuant to the Company’s Senior Officer Severance Plan, described below.
Practices Regarding the Grant of Equity Compensation
Practices Regarding the Grant of Equity Compensation The Committee has generally followed a practice of making annual grants of restricted stock unit awards to its NEOs on a single date each year, when all material information is publicly available. While awards to NEOs have historically been made as part of the Company’s annual grant program, the Committee occasionally also makes awards to NEOs or other employees at other times, such as in connection with hiring, promotions or for retention purposes. In fiscal 2025, the Committee granted annual restricted stock unit awards and determined the amount of the Performance Share awards in November 2024, when it makes its general annual executive compensation decisions.
Senior Officer Severance Plan
Senior Officer Severance Plan To provide increased certainty for the covered executive officers and the Company in the event of the severance of employment of a covered executive officer, the Board of Directors has adopted the Company’s Senior Officer Severance Plan. This plan is described in “Executive Compensation—Senior Officer Severance Plan and Executive Agreements—Senior Officer Severance Plan,” beginning on page 37.
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE The following table sets forth the total compensation of the NEOs for the fiscal years ended August 31, 2025, 2024 and 2023:
SUMMARY COMPENSATION TABLE
| Name & Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | Change in Pension Value and Non-qualified Deferred Compensation Earnings ($)(4) | All Other Compensation ($)(5) | Total ($) | | Paul E. Sternlieb President and Chief Executive Officer | 2025 | 929,423 | — | 4,520,634 | 951,332 | — | 146,883 | 6,548,272 | | | 2024 | 891,346 | — | 4,098,164 | 877,500 | — | 176,425 | 6,043,435 | | | 2023 | 774,519 | — | 6,999,985 | 1,466,325 | — | 367,677 | 9,608,506 | | Darren M. Kozik(6) Executive Vice President and Chief Financial Officer | 2025 | 401,058 | 318,000 | 1,017,575 | 266,934 | — | 47,780 | 2,051,347 | | Eric T. Chack Executive Vice President, Operations | 2025 | 454,413 | — | 570,627 | 252,896 | — | 55,512 | 1,333,448 | | | 2024 | 43,269 | 180,000 | — | 26,445 | — | 5,758 | 255,472 | | Benjamin J. Topercer Executive Vice President and Chief Human Resources Officer | 2025 | 413,077 | — | 434,144 | 232,548 | — | 90,378 | 1,170,147 | | | 2024 | 407,692 | — | 381,319 | 214,500 | — | 64,776 | 1,068,287 | | | 2023 | 358,635 | — | 275,005 | 353,780 | — | 60,689 | 1,048,109 | | Noah N. Popp(7) Executive Vice President, General Counsel and Secretary | 2025 | 40,385 | 214,000 | — | 23,167 | — | 3,710 | 281,262 | | P. Shannon Burns(8) Former Interim Principal Financial Officer | 2025 | 244,269 | — | 217,022 | — | — | 406,922 | 868,213 | | | 2024 | 262,333 | — | 198,982 | 104,451 | — | 9,687 | 575,453 | | James P. Denis(9) Former Executive Vice President, General Counsel, Secretary and Chief Compliance Counsel | 2025 | 346,959 | — | 379,825 | — | — | 640,998 | 1,367,782 | | | 2024 | 357,415 | — | 354,136 | 174,720 | — | 63,680 | 949,951 | | | 2023 | 315,769 | — | 175,012 | 268,128 | — | 55,141 | 814,050 |
SUMMARY COMPENSATION TABLE
| (1) In fiscal 2025, in connection with the commencement of their respective employments, Mr. Kozik and Mr. Popp received a signing bonus of $318,000 and $214,000, respectively. In fiscal 2024, in connection with the commencement of his employment, Mr. Chack received a signing bonus of $180,000. Each of these executive officers is required to repay all or some of the signing bonus in the event he voluntarily terminates his employment with the Company before certain specified dates other than for good reason, with the amount of the required repayment being based on the length of service prior to departure. The full amount of signing bonus received by Mr. Kozik, Mr. Chack and Mr. Popp are reported as “Bonus” in this table. |
SUMMARY COMPENSATION TABLE
| (2) Equity compensation awards granted in fiscal 2025 consisted of restricted stock units and Performance Shares. These equity awards are reported at a value, developed solely for purposes of disclosure in accordance with the rules and regulations of the SEC, equal to the “grant date fair value” thereof under ASC Topic 718 of the Financial Accounting Standards Board (“FASB”) for financial reporting purposes, except that the reported value does not reflect any adjustments for risk of forfeiture. The reported amounts for any award do not reflect any adjustments for restrictions on transferability. See Note 15 of the Notes to Consolidated Financial Statements included in our Form 10-K for the year ended August 31, 2025 for a discussion of the methods applied in determining the grant date fair values in this column for fiscal 2025. For the Performance Shares, the amount reported is based on the number of shares issuable upon achievement of the target level of performance. As described on pages 25 and 27, the payout for Performance Shares range from 0% to 200% of the target level based on the actual performance level achieved. Assuming maximum payouts for the Performance Shares at 200% of the target level, the amounts reported above for the restricted stock units and Performance Shares for fiscal 2025 would be as follows: Mr. Sternlieb, $7,401,293; Mr. Kozik, $1,310,272; Mr. Topercer, $668,311; Mr. Chack, $501,272; Mr. Burns, $334,080 and Mr. Denis $584,690. Mr. Popp did not receive awards of restricted stock units and Performance Shares in fiscal 2025. Under the terms of his initial employment arrangement, on December 15, 2024, Mr. Kozik received an initial award of restricted stock units that vest, subject to continued employment, with respect to 4,606 shares, on the second anniversary of the grant date of the award and with respect to 5,118 shares, on the third anniversary of the grant date, which restricted stock units had a grant date value of $474,920. Under the terms of his initial employment arrangement, on September 15, 2024, Mr. Chack received an initial award of 5,945 restricted stock units that vest, subject to continued employment, on the second anniversary of the grant date of the award, which restricted stock units had a grant date value of $244,993. For Mr. Burns and Mr. Denis, pursuant to the Company’s Senior Officer Severance Plan, all of their restricted stock units vested as of the respective dates of the cessation of their employment (July 23, 2025 for Mr. Burns and August 1, 2025 for Mr. Denis) and payment of their Performance Shares will be prorated for the portion of their respective employment in the three-year period ending August 31, 2027. The amounts reported in the table for Mr. Burns and Mr. Denis do not reflect the impact of such proration of their Performance Shares. |
SUMMARY COMPENSATION TABLE
| (3) Reflects amounts earned under the annual bonus plan. Annual bonus plan amounts are paid in the first quarter of the subsequent fiscal year. Pursuant to the Senior Officer Severance Plan, Mr. Denis and Mr. Burns each received an annual bonus payment equal to the annual bonus payable based on achievement of goals at “target” levels, which amount was paid within 60 days of the termination of his respective employment. This amount is reported under the column “All Other Compensation.” |
SUMMARY COMPENSATION TABLE
| (4) Reflects the portion of interest earned in the Employee Deferred Compensation Plan and Supplemental Executive Retirement Plan to the extent that it exceeds the SEC benchmark “market” rate of 5.36%, 4.93% and 4.99% in fiscal 2023, 2024 and 2025, respectively (120% of the applicable federal long-term rate). See page 28 for information on the Employee Deferred Compensation Plan, and page 36 for NEO activity in this plan. |
SUMMARY COMPENSATION TABLE
| (5) For fiscal 2025, these amounts consist of the following: |
SUMMARY COMPENSATION TABLE
| Name | 401(k) Core and Match ($) | SERP(a) ($) | Automobile Allowance ($) | Supplemental Disability Insurance ($) | Executive Physical ($) | Personal Use of Company Plane(b) ($) | Financial Planning(c) ($) | Severance(d) ($) | Total ($) | | Paul E. Sternlieb | 11,750 | 72,300 | 18,000 | 3,069 | 4,600 | 30,966 | 6,198 | — | 146,883 | | Darren M. Kozik | 17,814 | 12,238 | 13,708 | 2,062 | | — | 1,958 | — | 47,780 | | Eric T. Chack | 20,427 | 14,428 | 18,069 | 2,588 | — | — | — | — | 55,512 | | Benjamin J. Topercer | 9,304 | 25,113 | 16,200 | 2,798 | 5,329 | 25,436 | 6,198 | — | 90,378 | | Noah N. Popp | — | 1,841 | 1,869 | — | — | — | — | — | 3,710 | | P. Shannon Burns | 11,000 | — | — | — | — | — | — | 395,922 | 406,922 | | James P. Denis | 10,957 | — | 14,954 | 3,011 | — | — | — | 612,076 | 640,998 |
SUMMARY COMPENSATION TABLE
| (a) Represents Company contribution to the SERP as described on page 28. |
SUMMARY COMPENSATION TABLE
| (b) The income for personal use of the Company plane was determined by calculating the incremental cost including fuel, pilot and other variable costs. |
SUMMARY COMPENSATION TABLE
| (c) Amounts listed in this column include tax gross-up payments made to the applicable NEO with respect to such benefits. |
SUMMARY COMPENSATION TABLE
| (d) Pursuant to the Company’s Senior Officer Severance Plan, Mr. Burns and Mr. Denis received the following payments in connection with his termination of employment with the Company: a lump-sum payment equal to the sum of (i) one year’s base salary at his regular salary rate (Mr. Burns: $272,685; Mr. Denis: $376,320), (ii) the annual bonus that would have been payable to Mr. Burns and Mr. Denis under the Company’s annual bonus plan for fiscal 2025 based on achievement of financial and other goals at “target” levels (Mr. Burns: $109,074; Mr. Denis: $188,160), and (iii) the portion of the monthly premium that the Company would normally pay for 12 months of medical, dental and vision coverage at Mr. Burns’s and Mr. Denis’s same level for such benefits immediately prior to the termination of employment (Mr. Burns: $7,763; Mr. Denis: $22,596). Mr. Burns and Mr. Denis also received outplacement services in fiscal 2025 pursuant to the Company’s Senior Officer Severance Plan, for a total cost of $6,400 and $25,000, respectively, which amounts are included in the totals shown in the table above. The amount does not include any value associated with the acceleration of vesting upon the cessation of Mr. Burns’s and Mr. Denis’s employment, pursuant to the Company’s Senior Officer Severance Plan, of equity awards that were then outstanding. |
SUMMARY COMPENSATION TABLE
| (6) Mr. Kozik was appointed Executive Vice President and Chief Financial Officer effective October 28, 2024. |
SUMMARY COMPENSATION TABLE
| (7) Mr. Popp was appointed Executive Vice President, General Counsel and Secretary effective July 14, 2025. |
SUMMARY COMPENSATION TABLE
| (8) Mr. Burns was appointed as Interim Executive Vice President and Interim Principal Financial Officer effective on March 1, 2024 and ceased serving as Interim Principal Financial Officer on October 28, 2024. Mr. Burns’s employment with the Company ceased effective July 23, 2025. |
SUMMARY COMPENSATION TABLE
| (9) Mr. Denis’s employment with the Company ceased effective August 1, 2025. |
GRANTS OF PLAN-BASED AWARDS
GRANTS OF PLAN-BASED AWARDS The following table sets forth the equity compensation awards to the named executive officers in fiscal 2025, as well as the potential range of payouts for fiscal 2025 under the annual cash bonus plan.
GRANTS OF PLAN-BASED AWARDS
| | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares or Units(3) (#) | Grant Date Fair Value of Stock and Option Awards(4) ($) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Paul E. Sternlieb | 11/7/2024 | — | — | — | 24,288 | 48,578 | 97,156 | — | 2,880,658 | | | 11/7/2024 | — | — | — | — | — | — | 32,385 | 1,639,976 | | | n/a | — | 945,000 | 1,890,000 | — | — | — | — | — | | Darren M. Kozik | 11/7/2024 | — | — | — | 2,467 | 4,936 | 9,872 | — | 292,696 | | | 11/7/2024 | — | — | — | — | — | — | 4,936 | 249,959 | | | 12/15/2024 | — | — | — | — | — | — | 4,606(5) | 224,957 | | | 12/15/2024 | — | — | — | — | — | — | 5,118(6) | 249,963 | | | n/a | — | 265,157 | 530,314 | — | — | — | — | — | | Eric T. Chack | 9/15/2024 | — | — | — | — | — | — | 5,945(5) | 244,993 | | | 11/7/2024 | — | — | — | 1,481 | 2,962 | 5,924 | — | 175,638 | | | 11/7/2024 | — | — | — | — | — | — | 2,962 | 149,996 | | | n/a | — | 251,213 | 502,425 | — | — | — | — | — | | Benjamin J. Topercer | 11/7/2024 | — | — | — | 1,974 | 3,949 | 7,898 | — | 234,167 | | | 11/7/2024 | — | — | — | — | — | — | 3,949 | 199,977 | | | n/a | — | 231,000 | 462,000 | — | — | — | — | — | | Noah N. Popp | n/a | — | 23,012 | 46,024 | — | — | — | — | — | | P. Shannon Burns(7) | 11/7/2024 | — | — | — | 987 | 1,974 | 3,948 | — | 117,058 | | | 11/7/2024 | — | — | — | — | — | — | 1,974 | 99,963 | | | n/a | — | 97,708 | 195,415 | — | — | — | — | — | | James P. Denis(8) | 11/7/2024 | — | — | — | 1,727 | 3,455 | 6,910 | — | 204,864 | | | 11/7/2024 | — | — | — | — | — | — | 3,455 | 174,961 | | | n/a | — | 188,160 | 376,320 | — | — | — | — | — |
GRANTS OF PLAN-BASED AWARDS
| (1) These columns show the range of cash payouts with respect to awards under the fiscal 2025 annual bonus plan described beginning on page 23. The actual bonuses earned under this plan are included in the Summary Compensation Table on page 31. |
GRANTS OF PLAN-BASED AWARDS
| (2) Reflects Performance Shares granted in fiscal 2025 under the Company’s 2017 Omnibus Incentive Plan, as amended (the “2017 Omnibus Incentive Plan”). Refer to “Equity Compensation Granted in Fiscal 2025—Performance Based Restricted Stock Units” beginning on page 25 for further details on these awards. |
GRANTS OF PLAN-BASED AWARDS
| (3) Reflects restricted stock units granted in fiscal 2025 under the 2017 Omnibus Incentive Plan. Unless otherwise noted by footnotes in this column, each of the awards of restricted stock units vests in three equal annual installments, commencing on the first anniversary of the date of grant. Vesting of the restricted stock units is subject to continued employment through the vesting date. |
GRANTS OF PLAN-BASED AWARDS
| (4) The grant date fair value of restricted stock unit awards is based on the market price of the shares on the grant date and the grant date fair value of Performance Shares with market vesting conditions is based on a Monte Carlo simulation model, which was applied in fiscal 2025 for valuing such awards for financial reporting purposes. See Note 15 of the Notes to Consolidated Financial Statements included in our Form 10-K for the year ended August 31, 2025 for a discussion of the methods applied in determining the grant date fair values in this column. |
GRANTS OF PLAN-BASED AWARDS
| (5) Vests on the second anniversary of the grant date, subject to continued employment through the vesting date. |
GRANTS OF PLAN-BASED AWARDS
| (6) Vests on the third anniversary of the grant date, subject to continued employment through the vesting date. |
GRANTS OF PLAN-BASED AWARDS
| (7) Upon his termination of service on July 23, 2025, pursuant to the Senior Officer Severance Plan, all restricted stock units granted to Mr. Burns vested and, for the Performance Shares, the requirement that Mr. Burns remain employed during the performance period was waived, and Mr. Burns is entitled to receive, following the completion of the performance period, a pro rata payout (based on the portion of the three-year performance period during which Mr. Burns was employed) to the extent Performance Shares are earned based on the level of achievement of performance goals. The amount reported in the table for Mr. Burns does not reflect proration of the payout of his Performance Shares based on his period of service. |
GRANTS OF PLAN-BASED AWARDS
| (8) Upon his termination of service on August 1, 2025, pursuant to the Senior Officer Severance Plan, all restricted stock units granted to Mr. Denis vested and, for the Performance Shares, the requirement that Mr. Denis remain employed during the performance period was waived, and Mr. Denis is entitled to receive, following the completion of the performance period, a pro rata payout (based on the portion of the three-year performance period during which Mr. Denis was employed) to the extent Performance Shares are earned based on the level of achievement of performance goals. The amount reported in the table for Mr. Denis does not reflect proration of the payout of his Performance Shares based on his period of service. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END The following table summarizes the outstanding equity incentive plan awards held by each NEO at August 31, 2025.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Options (#) Exercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(2) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Paul E. Sternlieb | 10/24/2022 | — | — | — | — | — | 121,458 | 5,142,532 | | | 10/24/2022 | — | — | — | 13,498 | 571,505(3) | — | — | | | 8/30/2023 | — | — | — | — | — | 55,617 | 2,354,823 | | | 10/20/2023 | — | — | — | 34,319 | 1,453,066(3) | — | — | | | 10/20/2023 | — | — | — | — | — | 154,434 | 6,538,736 | | | 11/7/2024 | — | — | — | 32,385 | 1,371,181(3) | — | — | | | 11/7/2024 | — | — | — | — | — | 97,156 | 4,113,585 | | Darren M. Kozik | 11/7/2024 | — | — | — | 4,936 | 208,990(3) | — | — | | | 11/7/2024 | — | — | — | — | — | 9,872 | 417,980 | | | 12/15/2024 | — | — | — | 4,606 | 195,018(4) | — | — | | | 12/15/2024 | — | — | — | 5,118 | 216,696(5) | — | — | | Eric T. Chack | 9/15/2024 | — | — | — | 5,945 | 251,711(4) | — | — | | | 11/7/2024 | — | — | — | 2,962 | 125,411(3) | — | — | | | 11/7/2024 | — | — | — | — | — | 5,924 | 250,822 | | Benjamin J. Topercer | 10/24/2022 | — | — | — | 1,856 | 78,583(3) | — | — | | | 10/24/2022 | — | — | — | — | — | 11,134 | 471,413 | | | 10/19/2023 | — | — | — | 4,057 | 171,816(3) | — | — | | | 10/19/2023 | — | — | — | — | — | 12,172 | 515,362 | | | 11/7/2024 | — | — | — | 3,949 | 167,201(3) | — | — | | | 11/7/2024 | — | — | — | — | — | 7,898 | 334,401 | | Noah N. Popp(6) | — | — | — | — | — | — | — | — | | P. Shannon Burns(7) | 10/19/2023 | — | — | — | — | — | 958 | 40,562 | | | 11/7/2024 | — | — | — | — | — | 1,098 | 46,489 | | James P. Denis(8) | 10/24/2022 | — | — | — | — | — | 6,888 | 291,638 | | | 10/19/2023 | — | — | — | — | — | 7,224 | 305,864 | | | 11/7/2024 | — | — | — | — | — | 2,112 | 89,422 |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| (1) Market value of restricted stock unit awards and Performance Shares is based on the $42.34 closing price on the NYSE of the Company’s Class A common stock on August 29, 2025, the last trading day of the fiscal year ended August 31, 2025. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| (2) Represents awards of Performance Shares (at target) that include a three-year performance period (except for the Performance Shares awarded to Mr. Sternlieb on August 30, 2023) and vest based on achievement of performance measures subject to continued employment. Performance Shares granted in fiscal 2023, 2024 and 2025, other than the award to Mr. Sternlieb on August 30, 2023, vest based on the Company’s TSR percentile relative to the S&P SmallCap 600 Industrial Index, achievement of an ROIC target and achievement of an adjusted earnings per share target. Grants of Performance Shares in fiscal 2023, other than the Performance Shares awarded to Mr. Sternlieb on August 30, 2023, are presented at the maximum level, grants of Performance Shares in fiscal 2024 are presented at the maximum level and grants of Performance Shares in fiscal 2025 are presented at the maximum level. The Performance Shares awarded to Mr. Sternlieb on August 30, 2023 vest based on achievement of net revenue and adjusted EBITDA margin targets for the fiscal year ending August 31, 2026, subject to Mr. Sternlieb’s continued employment, and are presented at the target level. Subsequent to August 31, 2025 and the completion of the three-year performance period then ended, the fiscal 2023 Performance Share grants (granted on October 24, 2022) vested at 186% of the target level. See “Equity Compensation Granted in Fiscal 2025—Performance Equity Awards Vesting in Fiscal 2025” beginning on page 27 for additional details. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| (3) Restricted stock units vest in equal annual installments over a three-year period, subject to continued employment, commencing on the first anniversary of the date of grant. The amount presented reflects the remaining unvested balance. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| (4) Restricted stock units vest on the second anniversary of the grant date, subject to continued employment. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| (5) Restricted stock units vest on the third anniversary of the grant date, subject to continued employment. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| (6) Mr. Popp joined the Company on July 14, 2025 and did not receive any equity awards in fiscal 2025. Under the terms of his initial employment arrangement, on September 15, 2025, Mr. Popp received an initial award of restricted stock units for 2,589 shares that vest, subject to his continued employment, on the second anniversary of the grant date of the award. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| (7) All restricted stock units granted to Mr. Burns that were unvested as of his July 23, 2025 departure from the Company were vested at such time pursuant to the Company’s Senior Officer Severance Plan. In addition, for Performance Shares granted to Mr. Burns that were outstanding on July 23, 2025, the requirement that Mr. Burns remain employed during the performance period was waived as provided in the Senior Officer Severance Plan, and Mr. Burns is entitled to receive, following the completion of the performance period, a pro rata payout (based on the portion of the applicable performance period during which Mr. Burns was employed) to the extent Performance Shares are earned based on the level of achievement of performance goals. The amount reported in the table for Mr. Burns reflects this proration of his Performance Shares. The Senior Officer Severance Plan is described in “Executive Compensation—Senior Officer Severance Plan and Executive Agreements—Senior Officer Severance Plan,” beginning on page 37. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| (8) All restricted stock units granted to Mr. Denis that were unvested as of his August 1, 2025 departure from the Company were vested at such time pursuant to the Company’s Senior Officer Severance Plan. In addition, for Performance Shares granted to Mr. Denis that were outstanding on August 1, 2025, the requirement that Mr. Denis remain employed during the performance period was waived as provided in the Senior Officer Severance Plan, and Mr. Denis is entitled to receive, following the completion of the performance period, a pro rata payout (based on the portion of the applicable performance period during which Mr. Denis was employed) to the extent Performance Shares are earned based on the level of achievement of performance goals. The amount reported in the table for Mr. Denis reflects this proration of his Performance Shares. The Senior Officer Severance Plan is described in “Executive Compensation—Senior Officer Severance Plan and Executive Agreements—Senior Officer Severance Plan,” beginning on page 37. |
Severance Payments
| Name | Base Salary ($) | Annual Bonus ($) | Stock Awards(1) ($) | Benefits(2) ($) | Total ($) | | Paul E. Sternlieb | 1,417,500 | 1,417,500 | 3,395,753 | — | 6,230,753 | | Darren M. Kozik | 485,000 | 315,250 | 620,704 | 22,538 | 1,443,492 | | Eric T. Chack | 456,750 | 251,213 | 377,122 | 22,538 | 1,107,623 | | Benjamin J. Topercer | 420,000 | 231,000 | 417,599 | 22,538 | 1,091,137 | | Noah N. Popp | 350,000 | 175,000 | — | 22,538 | 547,538 |
Change-in-Control Arrangements
| Name | Base Salary ($) | Annual Bonus(1) ($) | Stock Awards(2) ($) | Benefits(3) ($) | Total ($) | | Paul E. Sternlieb | 2,825,550 | 2,691,000 | 11,059,801 | — | 16,576,351 | | Darren M. Kozik | 970,000 | 630,500 | 829,695 | 45,075 | 2,475,270 | | Eric T. Chack | 913,500 | 502,425 | 502,533 | 45,075 | 1,963,534 | | Benjamin J. Topercer | 840,000 | 462,000 | 842,481 | 45,075 | 2,189,557 | | Noah N. Popp | 700,000 | 350,000 | — | 45,075 | 1,095,075 |
CEO PAY RATIO
CEO PAY RATIO As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the ratio of the annual total compensation, calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K (“Annual Total Compensation”) of our median-compensated employee and the Annual Total Compensation of Mr. Sternlieb, who served as our CEO throughout fiscal 2025. For our fiscal 2025:
CEO PAY RATIO
| • | the Annual Total Compensation of our median-compensated employee was $44,425; and |
CEO PAY RATIO
| • | the Annual Total Compensation of Mr. Sternlieb, who served as our CEO throughout fiscal 2025, was $6,548,272. |
CEO PAY RATIO
Accordingly, the ratio of the CEO’s Annual Total Compensation to the median-compensated employee’s Annual Total Compensation for fiscal 2025 was 147 to 1. The pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described below. Because the SEC rules for identifying the median-compensated employee and calculating the pay ratio based on that employee’s Annual Total Compensation allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their compensation practices, the amount of compensation of the median-compensated employee and the pay ratio reported by other companies may not be comparable to our estimates reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. SEC rules require a company to identify the median-compensated employee only once every three fiscal years, absent material changes to the employee population during that period. Because there were no such material changes in our employee population since we undertook to identify the median-compensated employee for determination of the ratio for fiscal 2023, we elected to use the same employee for calculating the fiscal 2025 ratio. In identifying the median-compensated employee for fiscal 2023, we used base salary as our consistently applied compensation measure to determine our median employee from our employee population, excluding our CEO, as of August 31, 2023. For hourly employees, the annual base salary was calculated using a reasonable estimate of hours worked and their hourly wage rate. We annualized base salaries for employees who were employed as of August 31, 2023 but were not employed for the full fiscal year. For our non-U.S. employees, we used the foreign exchange rates applicable at August 31, 2023 to convert their base salary into U.S. dollars.
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE An SEC rule adopted in 2022 requires that we include in the proxy statement disclosure of the relationship between executive compensation and our financial performance over the past three fiscal years, with future annual meeting proxy statements expanding the period by an additional year until the period addressed by the disclosure is five years. As specified by the SEC rule, the following table presents for each of the past five fiscal years:
PAY VERSUS PERFORMANCE
| • | the total compensation of each individual serving as principal executive officer (“PEO”) of the Company, as calculated in accordance with the presentation of Total compensation in the Summary Compensation Table, appearing on page 31, with separate columns for each individual who served as PEO during this period (Randal W. Baker, identified as First PEO in the table and elsewhere in this section of the proxy statement, served as Enerpac’s principal executive officer until October 8, 2021, and Mr. Sternlieb, identified as Second PEO in the table and elsewhere in this section of the proxy statement, has served as our principal executive officer since then); |
PAY VERSUS PERFORMANCE
| • | the amount of “Compensation Actually Paid” as determined in accordance with the SEC rule for each PEO, with footnotes describing and quantifying the adjustments from Total compensation as reported in accordance with the presentation of such amounts required for the Summary Compensation Table to derive Compensation Actually Paid; |
PAY VERSUS PERFORMANCE
| • | the average total compensation, as calculated in accordance with the presentation of Total compensation in the Summary Compensation Table, of the individuals, other than the PEO, listed as named executive officers in our proxy statement for the annual meeting held in the year following each such year (the “Non-PEO NEOs”), with a footnote to the table identifying the individuals comprising the Non-PEO NEOs in each year; |
PAY VERSUS PERFORMANCE
| • | the average amount of “Compensation Actually Paid” as determined in accordance with the SEC rule for the Non-PEO NEOs, with footnotes describing and quantifying the adjustments from Total compensation as reported in accordance with the presentation of such amounts required for the Summary Compensation Table to derive such average Compensation Actually Paid; |
PAY VERSUS PERFORMANCE
| • | Enerpac’s cumulative total shareholder return (“TSR”) for the period beginning on the last trading day of the year preceding the earliest year presented in the table and ending the last trading day of the year presented in the table (for example, for fiscal 2024, the period from August 31, 2020 through August 31, 2024), assuming the investment of $100 in Enerpac common stock on the first day of such period; |
PAY VERSUS PERFORMANCE
| • | the cumulative TSR for each such period of the peer group of companies identified in a footnote to the table calculated on the same basis as Enerpac’s TSR, but assuming an investment on the first day of such period of $100 in the common stock of such companies, allocated among such companies based on their respective market capitalization at August 31, 2020; |
PAY VERSUS PERFORMANCE
| • | the net income of Enerpac and its subsidiaries on a consolidated basis as presented in our consolidated statement of operations included in the accompanying annual report; and |
PAY VERSUS PERFORMANCE
| • | Adjusted EBITDA, a measure selected by us for presentation in this table as the most important financial performance measure linking Compensation Actually Paid to the NEOs for the most recent fiscal year to company performance. |
PAY VERSUS PERFORMANCE
The table presents Compensation Actually Paid in accordance with the requirements of the SEC rule. As identified in the footnotes to the table, the determination of Compensation Actually Paid includes adjustments to reflect, among other things, period-to-period changes in the value of unvested equity awards and the Performance Share Awards. Accordingly, such amounts do not reflect the value of compensation actually delivered to, or received by the PEOs or the Non-PEO NEOs, in the period reported in the table. The amount of actual compensation received by any executive officers depends on whether the executive officer satisfies the conditions for vesting of any such award, the extent to which performance conditions for performance-based awards are satisfied and the value of our common stock on the date such awards vest.
PAY VERSUS PERFORMANCE
| | | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Fiscal Year | Summary Compensation Table Total for First PEO(1) ($) | Summary Compensation Table Total for Second PEO(2) ($) | Compensation Actually Paid to First PEO(3) ($) | Compensation Actually Paid to Second PEO(3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(4) ($) | Average Compensation Actually Paid to Non-PEO NEOs(3) ($) | Total Shareholder Return(5) ($) | Peer Group Total Shareholder Return(6) ($) | Net Income(7) (h) | Adjusted EBITDA(8) (i) | | (a) | (b) | (b) | (c) | (c) | (d) | (e) | (f) | (g) | ($ in thousands) | | | 2025 | N/A | 6,548,272 | N/A | 6,103,350 | 1,178,700 | 1,101,350 | 205.08 | 236.27 | 92,749 | 153,595 | | 2024 | N/A | 6,043,435 | N/A | 14,472,158 | 749,384 | 977,061 | 199.74 | 205.11 | 85,749 | 147,486 | | 2023 | N/A | 9,608,506 | N/A | 11,699,671 | 1,171,205 | 1,405,400 | 126.71 | 162.50 | 46,561 | 136,343 | | 2022 | 525,459 | 6,913,269 | (52,920) | 6,687,110 | 1,181,201 | 1,041,667 | 93.64 | 134.30 | 15,686 | 82,828 | | 2021 | 4,481,386 | N/A | 5,931,625 | N/A | 1,141,200 | 1,376,759 | 121.22 | 144.79 | 38,077 | 74,692 |
PAY VERSUS PERFORMANCE
| (1) Randal W. Baker served as President and Chief Executive Officer during all of fiscal 2021 and in fiscal 2022 until October 8, 2021 and is identified as First PEO in the table. The negative amount of Compensation Actually Paid reported for fiscal 2022 reflects a decline in the value of outstanding equity awards in that fiscal year and the forfeiture of certain awards in that year as a result of his departure. |
PAY VERSUS PERFORMANCE
| (2) Paul E. Sternlieb has served as Chief Executive Officer since October 8, 2021 and is identified as Second PEO in the table. |
PAY VERSUS PERFORMANCE
| (3) “Compensation Actually Paid” to our Named Executive Officers represents the “Total” compensation reported in the Summary Compensation Table for fiscal 2025, as adjusted per SEC rules as follows: |
PAY VERSUS PERFORMANCE
| Adjustments | For Fiscal 2025 | | | | Second PEO | Average Non-PEO NEOs | | | ($) | ($) | | Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table | (4,520,634) | (436,532) | | Increase based on ASC 718 Fair Value of Awards Granted during Fiscal Year that Remain Unvested as of Fiscal Year End, Determined as of Fiscal Year End | 3,589,814 | 297,957 | | Increase based on ASC 718 Fair Value of Awards Granted during the Fiscal Year that Vested during the Fiscal Year, determined as of Vesting Date | — | 34,009 | | Increase/deduction for Awards Granted during Prior Fiscal Year that were Outstanding and Unvested as of Fiscal Year End, determined based on change in ASC 718 Fair Value from Prior Fiscal Year End to Fiscal Year End | 245,840 | (13,958) | | Increase/deduction for Awards Granted during Prior Fiscal Year that Vested During Fiscal Year, determined based on change in ASC 718 Fair Value from Prior Fiscal Year End to Vesting Date | 230,621 | 40,735 | | Deduction of ASC 718 Fair Value of Awards Granted during Prior Fiscal Year that were Forfeited during the Fiscal Year, determined as of Prior Fiscal Year End | — | — | | Increase Based on Dividends or Other Earnings Paid during the Fiscal Year prior to Vesting Date | 9,436 | 439 | | Increase Based on Incremental Fair Value of Options/SARs Modified During Fiscal Year | — | — | | Deduction for Change in the Actuarial Present Values Reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column of the Summary Compensation Table for Fiscal Year | — | — | | TOTAL ADJUSTMENTS | (444,922) | (77,350) |
PAY VERSUS PERFORMANCE
| (4) This amount is the average of the total compensation, as calculated in accordance with the presentation of Total compensation in the Summary Compensation Table appearing on page 31, of the Non-PEO NEOs in each year. The following table lists the individuals who comprise the Non-PEO NEOs in each of the covered years: |
PAY VERSUS PERFORMANCE
| Fiscal 2025 | Fiscal 2024 | Fiscal 2023 | Fiscal 2022 | Fiscal 2021 | | Darren M. Kozik | P. Shannon Burns | Anthony P. Colucci | Anthony P. Colucci | Rick T. Dillon | | Eric T. Chack | Benjamin J. Topercer | Benjamin J. Topercer | Benjamin J. Topercer | John Jeffrey Schmaling | | Benjamin J. Topercer | James P. Denis | James P. Denis | Rick T. Dillon | Fabrizio Rasetti | | Noah N. Popp | Eric T. Chack | Markus Limberger | John Jeffrey Schmaling | Barbara G. Bolens | | P. Shannon Burns | Anthony P. Colucci | Barbara G. Bolens | Barbara G. Bolens | | | James P. Denis | | | Scott M. Vuchetich | | | | | | Bryan R. Johnson | | | | | | Fabrizio Rasetti | |
PAY VERSUS PERFORMANCE
| (5) Represents the company’s TSR for the period beginning on the last trading day of the year preceding the earliest year presented in the table and ending the last trading day of the covered year, which includes the reinvestment of dividends paid on our common stock during the relevant period. |
PAY VERSUS PERFORMANCE
| (6) Represents the TSR for the period beginning on the last trading day of the year preceding the earliest year presented in the table and ending the last trading day of the covered year, which includes dividends paid during the relevant period, of the common stock of the companies included in the S&P SmallCap 600 Industrials index. |
PAY VERSUS PERFORMANCE
| (7) Represents net income of Enerpac and its subsidiaries on a consolidated basis, which includes the results of discontinued operations in each of the periods presented. |
PAY VERSUS PERFORMANCE
| (8) The Company selected measure is adjusted EBITDA, which is a measure used in the annual cash incentive plan. Adjusted EBITDA is the Company’s earnings before interest, income tax, depreciation and amortization expenses, adjusted by adding selected expenses that the Talent Development and Compensation Committee believes do not reflect normal operating conditions and subtracting certain selected income items that the Talent Development and Compensation Committee believes do not reflect normal operating conditions. Adjusted EBITDA is calculated in a manner consistent with adjusted EBITDA as presented by the Company in its quarterly and annual earnings announcements, with additional adjustments to exclude annual incentive compensation expense and for certain items selected by the Talent Development and Compensation Committee that it believes do not reflect normal operating conditions. |
Graphical presentations of the relationship of executive compensation to certain performance measures
| Relationship of Executive Compensation Actually Paid to TSR |
Graphical presentations of the relationship of executive compensation to certain performance measures
| Relationship of Executive Compensation Actually Paid to Net Income |
Graphical presentations of the relationship of executive compensation to certain performance measures
| Relationship of Executive Compensation Actually Paid to Adjusted EBITDA |
NON-EMPLOYEE DIRECTOR COMPENSATION
NON-EMPLOYEE DIRECTOR COMPENSATION In fiscal 2025, directors who are not employees of the Company were paid an annual cash retainer of $70,000 for serving on the Board of Directors. Directors are also reimbursed for expenses incurred in connection with attendance at meetings. Directors were paid the following additional cash fees for serving on committees:
NON-EMPLOYEE DIRECTOR COMPENSATION
| Committee | Member Fee | Additional Chair Fee | | Audit | $15,000 | $15,000 | | Talent Development and Compensation | 10,000 | 12,000 | | Governance and Sustainability | 10,000 | 10,000 |
NON-EMPLOYEE DIRECTOR COMPENSATION
The directors are not paid “per meeting” fees associated with their services as Company directors. The Company and the Board believe management access to the Board, outside of regular meeting dates, should occur on an as-needed basis, without concern for the fees associated with such access. The annual retainer and fee are paid in one installment shortly following the commencement of a director’s term. Directors elected by the Board between annual meetings are paid a pro rata amount of the annual fee based on the period of their service. Equity compensation for the Board in fiscal 2025 was in the form of restricted stock units. Non-employee directors annually receive restricted stock units having a value upon grant of approximately $120,000, with the Chair receiving additional restricted stock units having a grant date value of approximately $100,000 for the additional services required of the position. For their service commencing with the annual meeting of shareholders held in January 2024, each then-current non-employee director was granted 3,785 restricted stock units, except for the Chair, who received 6,940 restricted stock units. For their service commencing with the annual meeting of shareholders held in February 2025, each then-current non-employee director was granted 2,624 restricted stock units, except for the Chair, who received 4,811 restricted stock units. In each case, these awards of restricted stock units vest 50 weeks after their grant dates. The non-employee directors who served on the Board during fiscal 2025 received a combination of cash payments and equity-based compensation as shown in the table below and were also reimbursed for actual out-of-pocket expenses incurred in attending meetings.
NON-EMPLOYEE DIRECTOR COMPENSATION
| Name | Annual Retainer ($) | Committee Fees ($) | Chair Fee ($) | Stock Awards ($)(1) | Total ($) | Outstanding Stock Options at Fiscal Year End (#) | Non-vested Restricted Stock at Fiscal Year End (#) | | Alfredo Altavilla | 70,000 | 25,000 | — | 120,000 | 215,000 | — | 2,624 | | Judy L. Altmaier | 70,000 | 25,000 | — | 120,000 | 215,000 | — | 2,624 | | J. Palmer Clarkson | 70,000 | 20,000 | — | 120,000 | 210,000 | — | 2,624 | | Danny L. Cunningham | 70,000 | 25,000 | 15,000 | 120,000 | 230,000 | 2,930 | 2,624 | | E. James Ferland, Jr. | 70,000 | 10,000 | 10,000 | 220,000 | 310,000 | 2,930 | 4,811 | | Colleen M. Healy | 70,000 | 25,000 | — | 120,000 | 215,000 | — | 2,624 | | Richard D. Holder | 70,000 | 25,000 | 12,000 | 120,000 | 227,000 | — | 2,624 | | Lynn C. Minella | 70,000 | 20,000 | — | 120,000 | 210,000 | — | 2,624 | | Sidney S. Simmons | 70,000 | 25,000 | — | 120,000 | 215,000 | — | 2,624 |
NON-EMPLOYEE DIRECTOR COMPENSATION
| (1) Amounts represent the aggregate grant date fair value. The amounts do not correspond to the actual value that may be realized by non-employee directors, as that is dependent on the long-term appreciation in the Company’s common stock. |
NON-EMPLOYEE DIRECTOR COMPENSATION
Similar to the NEOs, directors have stock ownership guidelines to drive long-term performance alignment with shareholders. Under the guidelines, each non-employee director is expected to own Company common stock with a total value equal to five times their base cash annual retainer (or an aggregate $350,000). The compliance period to achieve the ownership requirement is three years from the date of joining the board. As of August 31, 2025, all directors either have met the target ownership level, or are within the three-year compliance period. Under the Outside Directors’ Deferred Compensation Plan, non-employee directors can defer all or a portion of their annual retainer, committee fees and vested restricted stock units for future payment on a specified date or when they leave the Board. Compensation deferred under the plan are represented by phantom stock units, which are settled in Class A common stock, generally following the director’s termination of service. A number of shares, based on the amount of compensation deferred, is contributed by the Company to a rabbi trust. During fiscal 2025, Mr. Holder, Ms. Minella and Ms. Altmaier participated in the Outside Directors’ Deferred Compensation Plan.