DEF 14A of Columbus Mckinnon Corp, Jun 12, 2023

DEF 14A of Columbus Mckinnon Corp

Filed Jun 12, 2023 · FY20230001193125-23-165349

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS On October 18, 2022, the Company filed a Restated Certificate of Incorporation (the “Restated Certificate”) with the Secretary of State of the State of New York effecting an amendment and restatement of the Company’s certificate of incorporation to remove the requirement that the Company’s board of directors consist of not less than three and no more than nine directors. The Restated Certificate was approved by the Company’s shareholders at the Special Meeting held on October 17,2022. On October 20, 2022, the Company’s board of directors also adopted amended and restated bylaws to, among other matters, remove the requirement that the Company’s board of directors consist of not less than three and no more than nine directors, except as otherwise provided therein. The Directors are to be elected at each annual meeting of shareholders and to serve for a term of one year or until their successors are duly elected and qualified. Each of the Directors attended at least 75% of the Board meetings held in fiscal year 2023, except Ms. Yeung who was elected in January 2023. Unless instructions to the contrary are received, it is intended that the shares represented by proxies will be voted for the election as Directors of Gerald G. Colella, Kathryn V. Roedel, David J. Wilson, Heath A. Mitts, Aziz A. Aghili, Jeanne Beliveau-Dunn, Michael Dastoor, Chad R. Abraham and Rebecca Yeung, each of whom has been previously elected by our shareholders except Ms. Yeung. If any of these nominees should become unavailable for election for any reason, it is intended that the shares represented by the proxies solicited herewith will be voted for such other person as the Board of Directors shall designate. The Board of Directors has no reason to believe that any of these nominees will be unable or unwilling to serve if elected to office.

  2. ELECTION OF DIRECTORS

    | 18 | 2023 PROXY STATEMENT | |

  3. ELECTION OF DIRECTORS

    The following information is provided concerning the nominees for Director:

  4. ELECTION OF DIRECTORS

    | Name | Age | Position | | Gerald G. Colella | 66 | Chairman of the Board | | Kathryn V. Roedel | 62 | Lead Director | | David J. Wilson | 54 | Director | | Heath A. Mitts | 52 | Director | | Aziz S. Aghili | 64 | Director | | Jeanne Beliveau-Dunn | 63 | Director | | Michael Dastoor | 57 | Director | | Chad R. Abraham | 54 | Director | | Rebecca Yeung | 51 | Director |

  5. ELECTION OF DIRECTORS

    | Gerald G. Colella Director since November 2021. Appointed Chairman of the Board April 1, 2023 Age: 66 Principal Occupation: • Chairman MKS Instruments Board Committees: • Prior to appointment as Chairman, served on the Compensation & Succession Committee, and Corporate Governance & Nomination Committee from July 2022-February 2023 | Mr. Colella was appointed Independent Director of the Company in November 2021. He served on the Compensation and Succession Committee and the Corporate Governance and Nomination Committee until his appointment as Chairman on April 1, 2023. Mr. Colella also serves as the Chairman of the Board for MKS Instruments (Nasdaq: MKSI), a global provider of instruments, systems, subsystems, and process control solutions that measure, monitor, deliver, analyze, power and control critical parameters of advanced manufacturing processes. He also serves as the Chairman of the Board of Advisors for the University of Lowell’s Manning School of Business. Previously, he served on the Board of Directors for GCP Applied Technologies. In 2020, Mr. Colella retired as President and CEO of MKS after spending 36 years advancing through progressively challenging positions. His experience spans from Vice President of Worldwide Operations to Chief Business Officer and later Chief Operating Officer. During this time, he oversaw all aspects of the business, preparing him for his successful tenure as President and CEO. Mr. Colella holds a bachelor’s degree in secondary education and teaching from the University of Lowell and an MBA from Southern New Hampshire University. He also holds an honorary doctorate from the University of Massachusetts. Qualifications Mr. Colella’s qualifications to serve on the Board include his senior leadership and governance experience, his financial and accounting leadership, and deep industrial technology experience, combined with his track record of expanding into new geographies and markets, while delivering sustainable and profitable growth. |

  6. ELECTION OF DIRECTORS

    | | 2023 PROXY STATEMENT | 19 |

  7. ELECTION OF DIRECTORS

    | Kathryn V. Roedel Director since October 2017 Elected Lead Director April 1, 2023 Age: 62 Principal Occupation: • Retired from Sleep Number Corporation Board Committees: • Prior to Lead Director, Chair Corporate Governance & Nomination Committee and member of the Audit Committee, and Compensation & Succession Committee from July 2022 - February 2023 | Kathryn Roedel was appointed a Director of the Company in October 2017. She served as the Chair for the Corporate Governance and Nomination Committee and as a member of the Compensation and Succession Committee, and Audit Committee, until her election as Lead Director on April 1, 2023. Ms. Roedel serves as a Board Director at Generac, Holdings, Inc. (NYSE: GNRC). Ms. Roedel was the EVP, Chief Services and Fulfillment Officer at Sleep Number Corporation (NASDAQ: SCSS), a direct-to-consumer, vertically integrated mattress retailer and manufacturer until her retirement in 2016. Ms. Roedel held various leadership positions over her 11 years including EVP, Products and Services and SVP, Global Supply Chain Officer where she led the company’s supply chain, product management, customer and home delivery services, continuous improvement, and customer experience organizations. Ms. Roedel served on the Executive Board of the International Sleep Products Association as Vice Chair and Chair from 2013 to 2015. Prior to her tenure at Sleep Number, Ms. Roedel held VP and General Management operating roles at General Electric, spanning 22 years in ‘B2B’ businesses including GE Healthcare and GE Information Services. Ms. Roedel serves as Executive Co-Chair for the Minnesota Chapter of Women Corporate Directors. Ms. Roedel holds a Bachelor of Science degree in mechanical engineering from Michigan State University. Qualifications Ms. Roedel’s qualifications to serve on the Board include her senior leadership, public company board and governance experience and her international supply chain experience, strategy, risk management, technology development, regulatory compliance, and leadership development. She is a recognized leader in Corporate Governance with honors including the 2022 NACD Directorship 100 and 2019 Outstanding Directors by Twin Cities Business Magazine. |

  8. ELECTION OF DIRECTORS

    | 20 | 2023 PROXY STATEMENT | |

  9. ELECTION OF DIRECTORS

    | David J. Wilson Director since June 1, 2020 Age: 54 Principal Occupation: • As of June 1, 2020, President and Chief Executive Officer | David J. Wilson joined Columbus McKinnon Corporation on June 1, 2020, as President and Chief Executive Officer. Prior to joining Columbus McKinnon, Mr. Wilson served as President of Flowserve Corporation’s Pumps Division from 2018 to 2020. He joined Flowserve in 2017 as the President of Flowserve’s Industrial Products Division. Prior to Flowserve, Mr. Wilson was President of the Industrial segment of SPX FLOW, Inc. He was with SPX Corporation, and subsequently SPX FLOW, between 1998 and 2017 progressing through a series of promotions that included the leadership of several global operating businesses and six years in Asia serving as the President of Asia Pacific. Mr. Wilson also led several successful corporate development initiatives while serving as Vice President of Business Development for multiple businesses. Before joining SPX, he held operating and engineering leadership positions at Polaroid Corporation. In addition to serving as a Director on the Columbus McKinnon Corporation (Nasdaq: CMCO) Board, Mr. Wilson serves on the Board of Directors of Modine Manufacturing Company (NYSE: MOD) and the National Association of Manufacturers. He also serves on the Board of Trustees of the Manufacturers Alliance. Mr. Wilson previously served on the Hydraulic Institute Board of Directors and the Maine College of Art (MECA) Board of Trustees. Mr. Wilson is a recipient of Shanghai, China’s prestigious Silver (2011) and Gold (2013) Magnolia Awards and served as an Officer and Executive Committee Member of the Pan Asia Chapter of the Young Presidents’ Organization. Mr. Wilson holds a Bachelor of Science degree in electrical engineering from the University of Massachusetts and studied for a master’s degree in business administration at the F.W. Olin Graduate School of Business at Babson College. Mr. Wilson also completed graduate-level coursework at Tsinghua University in Beijing, China, and at the University of Lausanne/IMD in Lausanne, Switzerland. Qualifications Mr. Wilson’s qualifications to serve on the Board include his senior leadership, operational excellence and customer-centric commercial experience, international and business development skills and demonstrated track record for delivering results. |

  10. ELECTION OF DIRECTORS

    | | 2023 PROXY STATEMENT | 21 |

  11. ELECTION OF DIRECTORS

    | Heath A. Mitts Director since May 2015 Age: 52 Principal Occupation: • Director and EVP and CFO at TE Connectivity Board Committees: • Chair Audit Committee and member of Compensation and Succession Committee from July 2022-February 2023 | Heath Mitts was appointed a Director of the Company in May 2015. He serves as the Committee Chair for the Audit Committee and served on the Compensation and Succession Committee from July 2022 through February 2023. Mr. Mitts is a Director and the Executive Vice President and Chief Financial Officer for TE Connectivity Ltd. (NYSE: TEL). TE Connectivity is a global designer and manufacturer of connectors and sensors for industries, such as automotive, industrial equipment, data communication systems, aerospace, defense, medical, oil and gas, consumer electronics, and energy. Mr. Mitts joined TE Connectivity in 2016. Before this, he held the positions of Senior Vice President and Chief Financial Officer of IDEX Corporation (NYSE: IEX), a global leader known for expertise in highly engineered fluidics systems and components for high-growth specialized markets. Mr. Mitts also held various senior financial management roles in North America and Singapore with PerkinElmer, Inc. (NYSE: PKI), a global company serving the healthcare industry in diagnostics, life science research, food, and environmental and industrial testing. He also held various management roles, including Director of Finance at Honeywell International Inc. (NASDAQ: HON). Mr. Mitts holds bachelor’s degrees in finance and political science from Southern Methodist University and an MBA in finance from Pennsylvania State University. Qualifications Mr. Mitts is a financial expert on our Board and brings Columbus McKinnon a wealth of experience developing and implementing financial strategy and compliance initiatives, as well as governance experience. |

  12. ELECTION OF DIRECTORS

    | 22 | 2023 PROXY STATEMENT | |

  13. ELECTION OF DIRECTORS

    | Aziz S. Aghili Director since May 2018 Age: 64 Principal Occupation: • EVP and President of Heavy Vehicle Dana Incorporated Board Committees: • Appointed Chair, Corporate Governance and Nomination Committee in February 2023, and member of Audit Committee from July 2022-February 2023 | Aziz S. Aghili was appointed an Independent Director of the Company in May 2018. He served on the Audit Committee from July 2022 through February 2023. He serves on the Corporate Governance and Nomination Committee, and was appointed Chair in February 2023. Mr. Aghili is the Executive Vice President of Dana and president of Dana’s two Heavy Vehicle business units — Off-Highway Drive and Motion Systems and Commercial Vehicle Drive and Motion Systems. Dana (NYSE: DAN) is a worldwide supplier of drivetrain, sealing, and thermal-management technologies for vehicle manufacturers. Mr. Aghili also serves on the Board of Directors of Graphic Packaging Holding Company, a leading provider of sustainable paper-based packaging solutions. Mr. Aghili joined Dana in 2009 as President of Dana Europe and was named President of Dana Asia-Pacific in 2010. Prior to joining Dana, Mr. Aghili held various leadership roles over his 20-year tenure with ArvinMeritor, where he most recently served as Vice President and General Manager of Body Systems. While at ArvinMeritor, he held strategic leadership positions worldwide, including Vice President and General Manager of Asia Pacific and Vice President of Global Procurement, Commercial Marketing, and Business Development - Asia Pacific. Before joining ArvinMeritor, he worked for Nissan Motor Company and General Electric Plastics. Mr. Aghili holds a bachelor’s degree in mechanical engineering from Teesside Polytechnic University in the United Kingdom. He also holds graduate diplomas in business administration from the University of New South Wales and international management and business administration from the INSEAD Business School in France. Qualifications Mr. Aghili’s qualifications to serve on the Board include his senior leadership and governance experience, his global manufacturing and operations experience in motion and electronic drive products, and his background in operational excellence. |

  14. ELECTION OF DIRECTORS

    | | 2023 PROXY STATEMENT | 23 |

  15. ELECTION OF DIRECTORS

    | Jeanne Beliveau- Dunn Director since March 2020 Age: 63 Principal Occupation: • Chief Executive Officer and President of Claridad, LLC Board Committees: • Appointed Chair Compensation & Succession Committee in January 2023, and member of Corporate Governance & Nomination Committee | Jeanne Beliveau-Dunn was appointed an Independent Director of the Company in March 2020. She serves on the Compensation and Succession Committee, was appointed Chair in January 2023, and the Corporate Governance and Nomination Committee. Ms. Beliveau-Dunn is currently the Chief Executive Officer and President of Claridad LLC, a software and services company in Cyber Security and Internet of Things. Ms. Beliveau-Dunn also sits on the board for Edison International (NYSE: EIX), a generator and distributor of electric power; and Xylem Inc. (NYSE: XYL), a leader in the development of innovative water solutions through smart technology. She has advised several tech start-ups in AI, logistics intelligence, green tech and peer-to-peer, distributed platforms, and is involved in the cutting edge of ESG and industrial tech. She is the Founder of the IoT Talent Consortium, a non-profit bringing together the leading IoT companies and top workforce educators to accelerate digital transformation and has been a National Association of Corporate Directors (NCAD) fellow since March 2019. Before her position with Claridad LLC, Ms. Beliveau-Dunn was the Vice President and General Manager of Cisco Systems Inc. (Nasdaq: CSCO), a global developer, manufacturer, and seller of networking hardware, software, telecommunications equipment, security and other high-technology services and products. During her tenure with Cisco, she held several leadership positions including VP and General Manager of Cisco’s most profitable business, Product Marketing, Global channels and sales. She was also the founder and leader of the Internet Business Solutions Group, Prior to Cisco, Ms. Beliveau-Dunn ran business operations at Micronics Computers and the secure systems product lines for Wang Laboratories. Ms. Beliveau-Dunn holds a Bachelor of Science degree in marketing, business law, and computer science from the University of Massachusetts. She also completed the Executive MBA program at the Massachusetts Institute of Technology and the Executive Leadership Program at the Harvard Business School. She is highly recognized by several organizations for her governance leadership, including Women Inc. as one of the Most Influential Corporate Directors in 2018 and Silicon Valley Business Journal as a Women of Influence in 2015. She also engages regularly in Stanford’s Governance program for public company directors. Qualifications Ms. Beliveau-Dunn brings immense value to Columbus McKinnon from 30 years of experience as a transformational executive and business leader, in technology and industrial automation. She brings extensive experience building and running large global businesses, in infrastructure, cybersecurity, AI, SaaS and cloud. She led market leading product and services businesses and ran marketing, business operations, and employee and leadership development. She has experience in the acquisition and integration of notable companies and worked extensively with the investor community. She also has public company board, compensation, audit and governance experience. |

  16. ELECTION OF DIRECTORS

    | 24 | 2023 PROXY STATEMENT | |

  17. ELECTION OF DIRECTORS

    | Michael Dastoor Director since May 2021 Age: 57 Principal Occupation: • EVP, Chief Financial Officer, Jabil Inc. Board Committees: • Audit Committee, and member of Compensation & Succession Committee from July 2022 – February 2023 | Michael Dastoor was appointed a Director of the Company in May 2021. He serves on the Audit Committee and served on the Compensation and Succession Committee from July 2022 through February 2023. Mr. Dastoor is the Executive Vice President and CFO of Jabil Incorporated (NYSE: JBL), a global manufacturing services company. In 2000, he joined Jabil as a regional controller in the Asia Pacific region and served as the Vice President and then as the Senior Vice President and Controller from 2004 through 2018, when he was named CFO. Prior to joining Jabil, Mr. Dastoor worked for seven years as Regional Chief Financial Officer at Inchape plc (LSE: INCH), a British multinational automotive distribution, retail, and services company, leading the finance teams along with business process re-engineering and M&A for the Eastern Mediterranean and Southeast Asia regions. He holds degrees in finance and accounting from the University of Mumbai (formerly the University of Bombay) and is a chartered accountant through the Institute of Chartered Accountants in England and Wales, where he spent six years in auditing covering the United Kingdom and Europe. Qualifications Mr. Dastoor is a financial expert on our Board and his qualifications to serve include his senior executive leadership skills and governance experience, his financial and accounting leadership for the engineering services, electronics manufacturing and automotive industries and his international experience, particularly in the Southeast Asia and Latin America regions. |

  18. ELECTION OF DIRECTORS

    | | 2023 PROXY STATEMENT | 25 |

  19. ELECTION OF DIRECTORS

    | Chad R. Abraham Director since November 2021 Age: 54 Principal Occupation: • Chair & CEO Piper Sandler Board Committees: • Audit Committee, and member of Corporate Governance & Nomination Committee from July 2022 - February 2023 | Chad R. Abraham was appointed an Independent Director of the Company in November 2021. He serves on the Audit Committee and served on the Corporate Governance and Nomination Committee from July 2022 through February 2023. Mr. Abraham’s deep understanding of the industrial landscape, experience as CEO, and track record of fostering transformation and growth are invaluable to Columbus McKinnon and significant additions to our Board. Mr. Abraham is currently Chairman and CEO of Piper Sandler (NYSE: PIPR), a leading investment bank and financial services company. He has served as the Chairman of Piper Sandler’s Board since he became CEO in 2018. Mr. Abraham also serves on the Board of Trustees for the Nature Conservancy’s Minnesota, South Dakota, and North Dakota chapter and the Board of Trustees of The Blake School. Mr. Abraham joined Piper Sandler in 1991 as an investment banking analyst in the technology sector. Following that role, he initiated and grew Piper Sandler’s presence in Menlo Park, CA, and later advanced to the head of capital markets. In 2010, he was promoted to Global Co-Head of Investment Banking and Capital Markets before he was appointed Chair and CEO in 2018. Mr. Abraham holds a bachelor’s degree in economics and political science from Northwestern University. Qualifications Mr. Abraham is a financial expect on our Board and his qualifications to serve include his senior leadership and public company board and governance experience, his financial and accounting experience as CEO and a track record of fostering transformation and growth. |

  20. ELECTION OF DIRECTORS

    | 26 | 2023 PROXY STATEMENT | |

  21. ELECTION OF DIRECTORS

    | Rebecca Yeung Director since January 2023 Age: 51 Principal Occupation: • Corporate VP, Operations Science & Advanced Technology, FedEx Corporation (NYSE: FDX) Board Committees: • Member of Corporate Governance & Nomination Committee | Ms. Yeung was appointed an Independent Director of the Company in January 2023. She serves on the Corporate Governance and Nomination Committee. Ms. Yeung’s deep understanding of the industrial landscape and strategic insights and skills will add a valuable perspective to our Board. Ms. Yeung brings to the Board nearly 30 years of global experience in both strategy and operations technology. The majority of her career has been at FedEx, a global logistics and delivery, e-commerce, and business systems company. She joined the company in 1998 and served in various marketing and corporate strategy roles including Manager, Strategic Programs; Staff Director, Service Experience & Operations Technology; and VP Advanced Technology and Innovation prior to her current role as Corporate VP, Operations Science & Advanced Technology. Prior to joining FedEx, she was a Management Consultant at the China-Britain Consulting Group in Shanghai, China. Ms. Yeung is a graduate of Fudan University, Shanghai, China, and has an MBA from the Robert H. Smith School of Business, University of Maryland. Qualifications Mr. Yeung’s qualifications to serve on the Board include her operations technology background including AI-enabled robotics, warehouse and supply chain automation, and data-centered logistics, global experience and strategic skills, combined with her deep knowledge of Asia, enhance the growth acumen and depth of our Board and provide insights into the megatrends of automation and digitization. |

  22. ELECTION OF DIRECTORS

    | | THE BOARD OF DIRECTORS RECOMMENDS UNANIMOUSLY A VOTE “FOR” EACH OF THE DIRECTOR NOMINEES |

  23. ELECTION OF DIRECTORS

    | | 2023 PROXY STATEMENT | 27 |

  24. ELECTION OF DIRECTORS

    PROPOSAL 2: RATIFICATION OF APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING MARCH 31, 2024

  25. Director Nonqualified Deferred Compensation Plan

    Director Nonqualified Deferred Compensation Plan We maintain a “nonqualified” deferred compensation plan for our Directors. The plan is an unfunded plan intended to help participants supplement their retirement income while providing them an opportunity to invest a portion of their cash and/or stock compensation. Under the plan, each Director who receives cash and stock compensation for board service may elect to defer all or a portion of his or her cash and/or stock compensation in a calendar year.

  26. Director Compensation

    Director Compensation The Company uses a combination of cash and stock-based incentive compensation to attract and retain qualified candidates to serve on our Board. In fiscal 2023, each non-employee Director was eligible to receive an annual cash retainer of $80,000 plus the following amounts for specified Board service, which amounts were pro-rated for any partial year service:

  27. Director Compensation

    | Chairman of the Board | $75,000 | | Audit Committee Chair | 20,000 | | Compensation and Succession Committee Chair | 20,000 | | Corporate Governance and Nomination Committee Chair | 20,000 |

  28. Director Compensation

    In fiscal 2023, the equity-based portion of each non-employee Director’s annual retainer consisted of 4,111 shares of common stock that vested immediately. The following table sets forth the compensation of the Company’s Directors for the fiscal year ended March 31, 2023.

  29. Director Compensation

    | Director | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2)(3) ($) | All Other Compensation(4) ($) | Total(3) ($) | | Chad R. Abraham (8) | 80,000 | — | — | 80,000 | | Aziz S. Aghili (9) | 80,000 | — | 16 | 80,016 | | Jeanne Beliveau-Dunn(7) | 80,000 | — | 10 | 80,010 | | Gerald G. Colella | 80,000 | 120,000 | — | 200,000 | | Michael Dastoor | 80,000 | 120,000 | — | 200,000 | | Richard H. Fleming (10) | 155,000 | 120,015 | 16 | 275,031 | | Liam G. McCarthy | 100,000 | 120,000 | 50 | 220,050 | | Heath A. Mitts | 100,000 | 120,000 | 16 | 220,016 | | Nicholas T. Pinchuk | 37,315 | 120,000 | 25 | 157,340 | | Kathryn V. Roedel (7) | 100,000 | — | 16 | 100,016 | | David J. Wilson(6) | — | — | — | — | | Rebecca Yeung | 5,041 | — | — | 5,041 |

  30. Director Compensation

    | (1) For each Director, the amount set forth in the fees earned or paid in cash column reflects the annual director cash retainer in the amount of $80,000 pro-rated from May 2022. In addition, for Mr. Fleming includes the Chairman of the Board fee earned for fiscal 2023 in the amount of $75,000 and for Messrs. McCarthy, Mitts and Ms. Roedel includes committee chair fees earned for fiscal 2023. |

  31. Director Compensation

    | (2) Reflects the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 of awards of common stock ($120,000 for each director). The grant date fair value for each share of restricted stock and RSUs is equal to the market price of our common stock on the date of grant. This figure includes $120,000 in shares of common stock that were granted with immediate vesting provisions. |

  32. Director Compensation

    | (3) As the Company’s director compensation program includes RSUs that vest over a three-year period, the following directors held the following number of unvested RSUs as of March 31, 2023: Mr. Abraham: 4,111 unvested RSUs; Mr. Aghili and Ms. Roedel: 4,486 unvested RSUs; Ms. Beliveau-Dunn: 7,227 unvested RSUs; Messrs. Fleming, and Mitts, 375 unvested RSUs. |

  33. Director Compensation

    | (4) All other compensation column consists of cash received in lieu of fractional shares. |

  34. Director Compensation

    | (5) No additional fees are paid for attendance at Board or committee meetings. Our Directors are reimbursed for reasonable expenses incurred in attending such meetings. |

  35. Director Compensation

    | (6) Mr. Wilson received no separate compensation as a Director of the Company. |

  36. Director Compensation

    | | 2023 PROXY STATEMENT | 49 |

  37. Director Compensation

    | (7) Ms. Beliveau-Dunn and Ms. Roedel elected to defer 100% of their fiscal 2023 equity award including 4,111 shares of common stock, valued at $119,507. Distribution of deferred stock will occur within 60 days upon separation from the Company, death, disability, or change in control. The deferred stock will be administered and issued in accordance with the Company’s LTIP. |

  38. Director Compensation

    | (8) Mr. Abraham elected to defer 100% of his fiscal 2023 equity award including 4,111 shares of common stock, valued at $119,507. Distribution of deferred stock will occur on February 1, 2031, or upon separation from the Company, death, disability, or change in control. The deferred stock will be administered and issued in accordance with the Company’s LTIP. |

  39. Director Compensation

    | (9) Mr. Aghili elected to defer 100% of his fiscal 2023 equity award including 4,111 shares of common stock, valued at $119,507. Distribution of deferred stock will occur on December 31, 2025, or upon separation from the Company, death, disability, or change in control. The deferred stock will be administered and issued in accordance with the Company’s LTIP. |

  40. Director Compensation

    | (10) Mr. Fleming received his annual equity award grant in the amount of 4,314 shares on October 28, 2022. |

  41. Director Compensation

    | 50 | 2023 PROXY STATEMENT | |

  42. Report on Executive Compensation

    | COMPENSATION DISCUSSION AND ANALYSIS | 60 | | Executive Compensation Practices | 60 | | Overview, Philosophy and Objectives | 60 | | Overview of Fiscal 2023 Performance-Based Compensation | 61 | | The Compensation Committee’s Role | 62 | | Compensation Committee Advisors | 62 | | Management’s Role in the Compensation-Setting Process | 63 | | Elements of Our Compensation Program for NEOs | 63 | | Executive Compensation Policies and Practices | 64 | | Our Target Pay Mix | 64 | | Compensation Decisions | 65 | | The Compensation Committee’s Position on Compensation and Excessive Risk | 65 | | Components of Compensation | 66 | | Base Salary | 66 | | Annual Incentive Plan | 67 | | Fiscal 2023 Annual Incentive Plan Design | 67 |

  43. Report on Executive Compensation

    | Financial Measures and Weights—80% of Plan and Strategic Goals—20% of Plan | 67 | | Results | 68 | | Long-Term Incentive Plan | 69 | | Stock Options and RSUs | 70 | | PSUs | 70 | | Stock Option Granting Practices | 71 | | Retirement and Deferred Compensation | 71 | | Employment Agreements | 72 | | Change-In-Control Agreements | 72 | | Tax and Accounting Considerations | 72 | | Clawback Policy | 73 | | Summary Compensation Table | 74 | | Grants of Plan-Based Awards | 75 | | Outstanding Equity Awards at Fiscal Year-End | 76 | | Options Exercised and Stock Vested | 77 | | Pension Benefits | 77 | | Non-Qualified Deferred Compensation | 79 | | Other Potential Post-Employment Payments | 80 | | CEO Pay Ratio | 82 | | Pay Versus Performance | 83 |

  44. Executive Compensation Practices

    | What We Do | What We Don’t Do | | Pay for Performance Philosophy | No Excise Tax Gross Ups Upon Change-in-Control | | Minimum Stock Ownership Policy for Named Executive Officers (“NEOs”) | No Excessive Executive Perquisites | | Double Trigger Equity Acceleration Upon a Change-in-Control | No Tax Gross Ups on Perquisites or Benefits | | Independent Consultant Retained by Compensation & Succession Committee | No Repricing of Underwater Stock Options Without Shareholder Approval | | Regular Review of Share Utilization | No Inclusion of Long-term Incentive Awards in Severance or Retirement Benefit Calculations | | Maintain a Clawback Policy | No Permitted Hedging, Short Sales or Derivative Transactions in Company Stock | | Review Compensation Related Risks | No Guaranteed Salary Increases or Guaranteed Annual Incentive Bonuses for NEOs |

  45. Overview, Philosophy and Objectives

    | • | Our compensation program should be comprehensive, consisting of base salary, annual incentives, long-term incentives and |

  46. Overview of Fiscal 2023 Performance-Based Compensation

    Overview of Fiscal 2023 Performance-Based Compensation For fiscal 2023, our priorities focused on increasing shareholder value by driving profitable growth. Accordingly, our Annual Incentive Plan (AIP) for fiscal 2023 was designed to focus on increasing operating income and free cash flow for paying down debt. Our NEOs received one-third of their fiscal 2023 long-term incentive compensation in the form of performance RSUs (“PSUs”), which are contingent upon achievement of return on invested capital (“ROIC”) goals based on final fiscal 2025 results.

  47. Compensation Committee Advisors

    | • | Our compensation program should be comprehensive, consisting of base salary, annual incentives, long-term incentives and benefits, designed to support our objective of providing superior value to shareholders and customers; |

  48. Compensation Committee Advisors

    | • | Our business success depends on our ability to attract and retain executive talent by providing competitive compensation opportunities. |

  49. Elements of Our Compensation Program for NEOs

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

  50. Executive Compensation Policies and Practices

    Executive Compensation Policies and Practices In administering the compensation program, the Compensation Committee relies on market information provided periodically by its independent compensation consultant. For evaluating compensation, the Compensation Committee reviews compensation data for industrial companies of comparable size, which reflect the types of companies with which we compete for talent. Here, we use a broader industrial market reference because the number of direct product and service market competitors is limited. Many of the companies that provide similar products and services are either privately held, headquartered overseas, or part of a larger enterprise; therefore, executive compensation data may be either unavailable or of limited applicability to the U.S. labor market in which we principally compete. Historically, we have used a peer group for evaluating compensation. The peer group incorporates companies that we consider to be primary competitors for talent and capital. The peers consist of industrial companies of comparable size to us (generally one-half to twice our size in terms of revenue), which typically have significant associate populations in manufacturing, product engineering and sales. The compensation peer group for fiscal 2023 consisted of the following 21 companies:

  51. Executive Compensation Policies and Practices

    | Fiscal 2023 Peer Group | | | | Alamo Group Inc. | Albany International Corp. | Altra Industrial Motion Corp. | | Astec Industries, Inc. | Barnes Group Inc. | Chart Industries, Inc. | | CIRCOR International, Inc. | Commercial Vehicle Group, Inc. | Enerpac Tool Group Corp. | | EnPro Industries, Inc. | ESCO Technologies Inc. | Federal Signal Corporation | | Franklin Electric Co., Inc. | Graco Inc. | Kadant Inc. | | L.B. Foster Company | The Manitowoc Company, Inc. | NN, Inc. | | RBC Bearings Incorporated | Standex International Corporation | Tennant Company |

  52. Executive Compensation Policies and Practices

    The compensation consultant reviewed the market data for the peer group with members of management and the CEO to obtain their views on the relative value of each position and differences in responsibilities between our jobs and those in the comparator groups. In addition, we also consider data from compensation surveys published by leading compensation consultants and advisory firms including Mercer and Willis Towers Watson. The survey analysis targets companies of comparable size in the manufacturing sector, supplemented with general industry data as needed. The analysis of both the peer group and published surveys includes review of target and actual base salary, annual bonus, long-term compensation and total compensation.

  53. Our Target Pay Mix

    | | Base Salary ($) | Annual Incentive Target Opportunity ($) | Total Cash Compensation Opportunity ($) | Long-Term Incentive Target Opportunity ($) | Total Target Pay Opportunity ($) | | David J. Wilson | 850,000 | 850,000 | 1,700,000 | 2,975,000 | 4,675,000 | | President and Chief Executive Officer | 18% | 18% | 36% | 64% | 100% | | Gregory P. Rustowicz | 475,000 | 332,500 | 807,500 | 760,000 | 1,567,500 | | Ex. Vice President, Finance and Chief Financial Officer | 30% | 21% | 52% | 48% | 100% | | Terrance J. Schadeberg | 425,000 | 255,000 | 680,000 | 552,500 | 1,232,500 | | President, Americas | 34% | 21% | 55% | 45% | 100% | | Alan S. Korman | 425,000 | 233,750 | 658,750 | 552,500 | 1,211,250 | | Sr. Vice President, Corp. Development, General Counsel and Secretary | 35% | 19% | 54% | 46% | 100% | | Bert A. Brant | 400,000 | 220,000 | 620,000 | 520,000 | 1,140,000 | | Sr. Vice President, Global Operations | 35% | 19% | 54% | 46% | 100% |

  54. The Compensation Committee’s Position on Compensation and Excessive Risk

    | • | a minimum Earnings Before Interest and Taxes (“EBIT”) trigger, which must be satisfied before any payouts can be made under the Annual Incentive Plan; |

  55. Annual Incentive Plan

    Annual Incentive Plan The purpose of the Annual Incentive Plan is to attract, motivate, reward and retain highly qualified executives on a competitive basis and provide financial incentives that promote Company success. At the beginning of each fiscal year, our Compensation Committee recommends, and our Board approves, the key measures or “Drivers” for the Annual Incentive Plan. The Annual Incentive Plan focuses on the short-term goals that are most important to our success over the fiscal year and that are generally within the control of the participants. It is the policy and ongoing intention of our Board to establish targeted performance levels for each Driver at the beginning of the fiscal year or the start of the respective performance period. Targeted performance levels are generally set for our Company as a whole, but may also encompass individual business units, groups, divisions, or individual performance levels, as appropriate. Drivers and targeted performance levels are based on the Board’s assessment of our priorities, outlook, current and projected economic conditions and other pertinent factors, and are intended to be challenging, but achievable with significant and effective effort. The Board reviews audited year-end results to determine whether targeted performance levels have been met. The Board retains discretion to cap, reduce, or eliminate payments under the Annual Incentive Plan. The Board also determines the weighting to be assigned to each Driver. For most Drivers, goals are set at threshold, target and maximum levels. Payouts for these Drivers are determined by multiplying the appropriate weighting by the percentages outlined in the table below; linear interpolation is used to determine percentages when performance falls between levels. The aggregate payout to any NEO may not exceed 200% of target.

  56. Annual Incentive Plan

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

  57. Fiscal 2023 Annual Incentive Plan Design

    Fiscal 2023 Annual Incentive Plan Design The Annual Incentive Plan (“AIP”) for fiscal 2023 was designed to help us focus on increasing profitability while managing our strategic priorities to position the Company for longer-term profitable growth. For fiscal 2023, forty percent (40%) of our NEOs’ target was based on EBIT at the consolidated level, forty percent (40%) was based on consolidated Free Cash Flow (which we define as cash flow from operations less capital expenditures) and twenty percent (20%) was Strategic Goals. Drivers and associated weightings for fiscal 2023, which were established by the Board for each executive officer, are shown below. Lastly, no AIP will be earned unless Consolidated EBIT is positive.

  58. Results

    | | Fiscal 2023 Annual Incentive Plan— EBIT and Free Cash Flow (Dollars in Millions) | | | | | | Fiscal 2023 Drivers (April 1, 2022—March 31, 2023) | Threshold ($) | Target ($) | Maximum ($) | Result ($) | Fiscal 2023 Performance % of Target | | Consolidated EBIT(1) | 88.0 | 110.0 | 132.0 | 105.9 | 91% | | Consolidated Free Cash Flow(1) | 53.6 | 63.0 | 72.5 | 64.8 | 119% | | Strategic Goals (Key Business Objectives)(2) | 0% to 200% | | | | 95% |

  59. Results

    | (2) Strategic Goals percentage payout could range from 0% to 200%. Average NEOs Strategic payout was 95%. |

  60. Results

    | Executive Officer | Annual Incentive Plan Target for Fiscal 2023 (% of Base Salary) | Overall Annual Incentive Plan Rating (% of Adjusted Target Award)(1) | Actual Payout Based on Performance Achieved (% of Base Salary) | | David J. Wilson President and Chief Executive Officer | 100% | 104% | 104% | | Gregory P. Rustowicz Ex. Vice President, Finance and Chief Financial Officer | 70% | 104% | 73% | | Terrance J. Schadeberg President, Americas | 60% | 104% | 62% | | Alan S. Korman Sr. Vice President Corp. Development, General Counsel and Secretary | 55% | 104% | 57% | | Bert A. Brant Sr. Vice President Global Operations | 55% | 99% | 54% |

  61. Results

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

  62. Long-Term Incentive Plan

    Long-Term Incentive Plan The objectives of our long-term incentive program are to:

  63. Long-Term Incentive Plan

    | • | link executive compensation and our long-term performance; |

  64. Long-Term Incentive Plan

    | • | better align key associates with our business strategies and with our shareholders’ interests; and |

  65. Long-Term Incentive Plan

    | • | provide opportunity for long-term compensation that is competitive with peer companies and sufficient to attract and retain executive talent to effectively manage our business objectives. |

  66. Long-Term Incentive Plan

    In developing target levels for long-term incentive compensation for NEOs in conjunction with our current equity-based compensation strategy, the following factors were considered:

  67. Long-Term Incentive Plan

    | • | a competitive analysis; |

  68. Long-Term Incentive Plan

    | • | the impact of the NEOs’ roles within our Company; and |

  69. Long-Term Incentive Plan

    | • | the cost and share usage associated with the proposed plan. |

  70. Long-Term Incentive Plan

    | Executive Officer | Long-Term Incentive Target for Fiscal 2023 (% of Base Salary) | | David J. Wilson President and Chief Executive Officer | 350% | | Gregory P. Rustowicz Ex. Vice President, Finance and Chief Financial Officer | 160% | | Terrance J. Schadeberg President, Americas | 130% | | Alan S. Korman Sr. Vice President, Corp. Development, General Counsel and Secretary | 130% | | Bert A. Brant Sr. Vice President, Global Operations | 130% |

  71. Long-Term Incentive Plan

    In fiscal 2023, the target long-term incentive mix for our NEOs consists of non-qualified stock options (one-third of target value), restricted stock or RSUs (one-third of target value), and PSUs (one-third of target value). Dollar values are converted to share numbers based on an estimate of expected value at initial grant.

  72. Long-Term Incentive Plan

    | | 2023 PROXY STATEMENT | 69 |

  73. Long-Term Incentive Plan

    The following tables summarize the equity granted as part of the NEOs’ annual compensation for fiscal 2023:

  74. Long-Term Incentive Plan

    | Executive Officer | Target Number of PSUs(1) (#) | Options Granted (#) | RSUs Granted (#) | Shares Granted (#) | | David J. Wilson President and Chief Executive Officer | 27,617 | 93,908 | 27,617 | — | | Gregory P. Rustowicz Ex. Vice President, Finance and Chief Financial Officer | 7,055 | 23,990 | 7,055 | — | | Terrance J. Schadeberg President, Americas | 5,129 | 17,441 | 5,129 | — | | Alan S. Korman Sr. Vice President, Corporate Development, General Counsel and Secretary | 5,129 | 17,441 | 5,129 | — | | Bert A. Brant Sr. Vice President, Global Operations | 4,828 | 16,415 | 4,828 | — |

  75. Long-Term Incentive Plan

    | (1) Grant represents target value for fiscal 2023, granted on May 16, 2022. |

  76. Stock Options and RSUs

    Stock Options and RSUs Stock options are included to align management and shareholder interest by encouraging decisions and actions that result in long-term stock appreciation and ownership interest for management. In order to support retention and align executives with our stock performance over a longer horizon, grants generally vest 33% per year commencing on the first anniversary of the grant date and remain exercisable for 10 years from the date of grant. RSUs are designed to support executive retention and share ownership. In order to support retention and align executives with our stock performance over a longer horizon, RSUs vest 33% annually over the first through third anniversary from the grant date of awards.

  77. PSUs

    PSUs Grants of PSUs are made annually, with vesting dependent upon performance achieved against the relevant performance target. With respect to the PSUs that were granted to the NEOs in fiscal 2023, vesting of these PSUs will occur on the third anniversary of the date of grant based upon the Company’s ROIC performance in fiscal 2025 measured against the relevant ROIC performance targets for fiscal 2025. For the PSUs granted in fiscal 2023, these PSUs are subject to vesting based on the performance and payout relationship as illustrated in the table below:

  78. PSUs

    | Driver Performance Level | Original Fiscal 2025 ROIC Targets | Percentage of Award(1) | | Maximum ROIC For Fiscal 2025 | 10.0% | 200.0% | | Target ROIC for Fiscal 2025 | 8.5% | 100.0% | | Threshold ROIC for Fiscal 2025 | 5.5% | 50.0% | | Threshold not achieved | | 0.0% |

  79. PSUs

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

  80. PSUs

    | 70 | 2023 PROXY STATEMENT | |

  81. PSUs

    The PSUs granted in fiscal 2023 are reflected in the Outstanding Equity Awards at Fiscal Year-End table contained in this prospectus. The long-term incentive strategy is designed to support our business strategy and the interests of our shareholders. Where possible, the program has been designed such that long-term incentives can qualify as performance-based compensation so that the expense associated with the program can be fully deductible for federal income tax purposes. PSUs are expected to qualify as performance-based compensation.

  82. Stock Option Granting Practices

    Stock Option Granting Practices The exercise price for any stock option is equal to the fair market value on the date of grant, which is an average of the high and low price on the date of grant. The date of grant is the date of the Board meeting at which the award is approved.

  83. Employment Agreements

    Employment Agreements With the exception of Mr. Wilson, the Company had no employment agreements with its NEOs, but does provide the NEOs with eligibility for severance benefits under our general severance policy upon delivery of an acceptable release of legal claims.

  84. Change-In-Control Agreements

    Change-In-Control Agreements We have entered into change-in-control agreements with our NEOs and other officers and associates. The intent of these agreements is to provide executive officers with financial security in the event of a change-in-control to facilitate a transaction which may benefit shareholders but result in job loss to executives. The change-in-control agreements provide for an initial term of one-year, which, absent delivery of notice of termination, is automatically renewed annually for an additional one-year term. Generally, each of the NEOs is entitled to receive, upon termination of employment within six months preceding or 24 months after a change-in-control of our Company (unless such termination is because of death, disability or for cause), or a NEO terminates his or her employment for good reason within six months preceding or 24 months after a change-in-control of our Company, (i) a lump sum severance payment up to three times the sum of (a) his or her annual salary and (b) the greater of (1) the annual target incentive under the Annual Incentive Plan in effect on the date of termination and (2) the annual target incentive under the Annual Incentive Plan in effect immediately prior to the change-in-control, (ii) a lump sum payment, in cash, equal to thirty-six (36) times the monthly cost of continued coverage if COBRA is elected under the Company group health plans, (iii) a lump sum payment equal to the actuarial equivalent of the pension payment which he or she would have accrued under our tax-qualified retirement plans had he or she continued to be employed by us for three additional years,(iv) unless otherwise provided in an equity award agreement, all options, restricted shares (RSUs) and performance shares (PSUs) become fully vested and (v) certain other specified payments. The events that trigger a change-in-control under these agreements include (i) the acquisition of 20% or more of our outstanding common stock by certain persons, (ii) certain changes in the membership of our Board, (iii) certain mergers or consolidations, (iv) certain sales or transfers of substantially all of our assets and (v) the approval by our shareholders of a plan of dissolution or liquidation. For purposes of the change-in control agreements, good reason is defined to include (i) a material diminution in position, duties, responsibilities or status as in effect preceding the change in control, (ii) material reduction in annual base salary as in effect on the date of the change in control, (iii) required relocation, (iv) failure by the Company to pay any then-current compensation within specified periods and (v) certain failures by the Company to comply with employment termination procedures.

  85. Summary Compensation Table

    Summary Compensation Table The following table sets forth the cash compensation, as well as certain other compensation earned during the fiscal years ended March 31, 2023, 2022 and 2021, for the President and CEO, CFO and each of the Company’s three other most highly compensated executive officers who received annual compensation in excess of $100,000:

  86. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($) | Bonus(1) ($) | Stock Awards(2) ($) | Option Awards(3) ($) | Non-Equity Incentive Plan Compensation(4) ($) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings(5) ($) | All Other Compensation(6) ($) | Total ($) | | David J. Wilson, President and Chief Executive Officer | 2023 | 850,000 | 200,000 | 1,824,379 | 991,668 | 882,640 | 2,900 | 236,912 | 4,988,499 | | | 2022 | 787,500 | — | 1,574,941 | 787,505 | 863,730 | 1,896 | 60,357 | 4,075,929 | | | 2021 | 625,000 | 375,000 | 2,943,078 | 600,002 | 685,650 | — | 343,880 | 5,572,610 | | Gregory P. Rustowicz Ex. Vice President, Finance and Chief Financial Officer | 2023 | 475,000 | 200,000 | 466,053 | 253,334 | 345,268 | 4,499 | 131,439 | 1,875,593 | | | 2022 | 450,000 | — | 573,331 | 286,670 | 345,492 | 6,886 | 31,376 | 1,693,755 | | | 2021 | 415,403 | 150,000 | 493,481 | 166,163 | 246,845 | 5,111 | 34,651 | 1,511,654 | | Terrance J. Schadeberg President, Americas | 2023 | 425,000 | — | 338,822 | 1,184,190 | 264,792 | 10 | 24,822 | 2,237,636 | | | 2022 | — | — | — | — | — | — | — | — | | | 2021 | — | — | — | — | — | — | — | — | | Alan S. Korman Sr. Vice President, Corp. Development, General Counsel and Secretary | 2023 | 425,000 | — | 338,822 | 184,177 | 242,726 | 5,314 | 22,563 | 1,218,602 | | | 2022 | 375,000 | — | 399,184 | 199,561 | 226,215 | 4,656 | 11,008 | 1,215,624 | | | 2021 | 357,958 | 100,000 | 375,929 | 107,390 | 179,985 | 4,574 | 6,511 | 1,132,347 | | Bert A. Brant Sr. Vice President, Global Operations | 2023 | 400,000 | — | 318,938 | 173,342 | 217,448 | 22,998 | 24,697 | 1,157,423 | | | 2022 | 375,000 | — | 399,810 | 199,917 | 226,215 | 40,140 | 18,131 | 1,259,213 | | | 2021 | — | — | — | — | — | — | — | — |

  87. Summary Compensation Table

    | (1) For Messrs. Wilson and Rustowicz, the amount presented in the bonus column for fiscal year 2023 represents a one-time relocation bonus in the amount of $200,000. For Mr. Wilson, the amount presented in the bonus column for fiscal year 2021 represents a one-time sign-on cash bonus received in the amount of $375,000. For Messrs. Rustowicz, and Korman, the amounts presented in the bonus column for fiscal year 2021 represent special retention-related bonuses received in January 2021. |

  88. Summary Compensation Table

    | (2) The amounts shown in this column reflect the aggregate grant date fair value for RSUs and PSUs granted in the year indicated under the Columbus McKinnon 2016 Long Term Incentive Plan, as amended and restated in 2019. However, for purposes of this table, estimates of forfeitures have been removed. The grant date fair value for each RSU and PSU is equal to the market price of our common stock on the date of grant. PSUs are recognized as compensation expense based upon their grant date fair value and to the extent it is probable that the performance conditions will be met. The assumptions used in valuing the performance shares granted in fiscal 2021, 2022 and 2023 are described in Note 15 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2023 filed with the Securities and Exchange Commission on May 25, 2023. |

  89. Summary Compensation Table

    | (3) The amounts shown in this column reflect the aggregate grant date fair value for non-qualified stock options to purchase our common stock granted in the year indicated under the Columbus McKinnon 2016 Long -Term Incentive Plan, as amended and restated in 2019. However, for purposes of this table, estimates of forfeitures have been removed. A Black-Scholes valuation approach has been chosen for these calculations. The assumptions used in valuing these grants for fiscal 2021, 2022 and 2023 are described in Note 15 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2023 filed with the Securities and Exchange Commission on May 25, 2023. For fiscal 2023, the weighted-average assumptions used in calculating the grant date fair value of the stock options granted in fiscal 2023 reported in the option awards column are the following: (i) risk-free interest rate of 2.53%, (ii) expected life of 5.5 years, (iii) volatility factor of 0.330 and (iv) dividend yield of 0.81%. The weighted average grant date fair value of option awards granted on April 1, 2022 to Mr. Schadeberg is $13.19 per share based on the Black Scholes valuation approach. The weighted average grant date fair value of option awards granted to Mr. Wilson on June 1, 2020, is $9.66 per share based on the Black Scholes valuation approach. |

  90. Summary Compensation Table

    | (4) Represents amounts earned under the Annual Incentive Plan. |

  91. Summary Compensation Table

    | (5) Represents the aggregate change in actuarial value under the CMCO Pension Plan from April 1, 2022 to March 31, 2023, for Mr. Korman. Messrs. Wilson, Rustowicz, Schadeberg and Brant are not covered by a Company-sponsored pension plan. In accordance with SEC rules, to the extent the aggregate change in present value of a defined benefit plan for a particular fiscal year would have been a negative amount, the amount has instead been reported as $0 and the aggregate compensation for the NEO in the total column has not been adjusted to reflect the negative amount. In addition, the Company sponsors the NQDC Plan under which eligible participants may elect to defer a portion of their cash compensation. Participation is detailed in the Non-Qualified Deferred Contribution Plan table below. |

  92. Summary Compensation Table

    | (6) For Messrs. Wilson, Rustowicz, Schadeberg, Korman and Brant, the amount presented in all other compensation column for fiscal 2023 includes $49,423, $20,944, $753, $6,424, and $6,174, respectively, that the Company has contributed on behalf of such individual under the NQDC Plan. For additional information, see “—Non-qualified deferred compensation” below. For Messrs. Wilson and Rustowicz, the amount also includes relocation packages in the amount of $166,667 and $88,290 respectively. The remaining amounts for fiscal 2023 consist of matching contributions under the Columbus McKinnon Thrift 401(k) plan. |

  93. Summary Compensation Table

    | 74 | 2023 PROXY STATEMENT | |

  94. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table sets forth information with respect to plan-based awards granted in fiscal 2023 to the NEOs in the summary compensation table, including awards under the Annual Incentive Plan, and equity awards of stock options, PSUs and RSUs:

  95. Grants of Plan-Based Awards

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(2) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(3) | | | All Other Option Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards(4) ($/Sh) | Grant Date Fair Value of Stock and Option Awards(5) ($) | | Name | Grant Date(1) | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | David J. Wilson President and Chief Executive Officer | | 425,000 | 850,000 | 1,700,000 | | | | | | | | | | 5/16/2022 | | | | 13,809 | 27,617 | 55,234 | | | | 912,189 | | | 5/16/2022 | | | | | | | 27,617(6) | | | 912,189 | | | 5/16/2022 | — | | | | | | | 93,908(7) | 33.12 | 991,668 | | Gregory P. Rustowicz Ex. Vice President, Finance and Chief Financial Officer | | 166,250 | 332,500 | 665,000 | | | | | | | | | | 5/16/2022 | | | | 3,528 | 7,055 | 14,110 | | | | 233,027 | | | 5/16/2022 | | | | | | | 7,055(6) | | | 233,027 | | | 5/16/2022 | | | | | | | | 23,990(7) | 33.12 | 253,334 | | Terrance J. Schadeberg President, Americas | | 127,500 | 255,000 | 510,000 | | | | | | | | | | 4/1/2022 | | | | | | | | 75,816(8) | 42.22 | 1,000,013 | | | 5/16/2022 | | | | 2,565 | 5,129 | 10,258 | | | | 169,411 | | | 5/16/2022 | | | | | | | 5,129(6) | | | 169,411 | | | 5/16/2022 | | | | | | | | 17,441(7) | 33.12 | 184,177 | | Alan S. Korman Sr. Vice President, Corp. Development, General Counsel and Secretary | | 116,875 | 233,750 | 467,500 | | | | | | | | | | 5/16/2022 | | | | 2,565 | 5,129 | 10,258 | | | | 169,411 | | | 5/16/2022 | | | | | | | 5,129(6) | | | 169,411 | | | 5/16/2022 | | | | | | | | 17,441(7) | 33.12 | 184,177 | | Bert A. Brant Sr. Vice President, Global Operations | | 110,000 | 220,000 | 440,000 | | | | | | | | | | 5/16/2022 | | | | 2,414 | 4,828 | 9,656 | | | | 159,469 | | | 5/16/2022 | | | | | | | 4,828(6) | | | 159,469 | | | 5/16/2022 | | | | | | | | 16,415(7) | 33.12 | 173,342 |

  96. Grants of Plan-Based Awards

    | (1) The grant date is the date on which the equity awards were approved by our Board. |

  97. Grants of Plan-Based Awards

    | (2) Represents the potential payout range under the Annual Incentive Plan for fiscal 2023 discussed above. The final fiscal 2023 payout can be found in the Summary Compensation Table in the column entitled “Non-Equity Incentive Plan Compensation.” |

  98. Grants of Plan-Based Awards

    | (3) Represents the potential payout range related to PSUs awarded to NEOs on the grant date, subject to achievement of ROIC performance targets for fiscal 2025, where 5.5% results in threshold achievement, 8.5% results in target achievement and 10.0% or greater results in maximum achievement. Each PSU will be settled in a share of our common stock. |

  99. Grants of Plan-Based Awards

    | (4) Represents per-share exercise price of the options and is equal to the average of the high and low price on the grant date. |

  100. Grants of Plan-Based Awards

    | (5) Amounts in this column reflect the aggregate grant date fair value of the equity awards. The grant date fair value for each PSU and RSU is equal to the closing price of our common stock on the date of grant. A Black Scholes valuation approach has been utilized for valuing the options. For additional information on the assumptions used in valuing these awards, see footnotes 1 and 2 to the summary compensation table set forth above. |

  101. Grants of Plan-Based Awards

    | (6) Represents RSUs granted under the fiscal 2023 long-term incentive program, which vest at a rate of 33% per year beginning one year from the date of grant, except that RSUs may vest earlier in the event of death, disability, retirement, or change-in-control. |

  102. Grants of Plan-Based Awards

    | (7) Represents the number of shares of our common stock underlying options awarded to the NEOs on the grant date. The options vest at a rate of 33% per year beginning one year from the date of grant, except options that may vest earlier in the event of death, disability, retirement or change-in-control. They expire 10 years from the date of grant, or earlier in the event of death, disability or retirement. The weighted average grant date fair value of option awards granted on May 16, 2022, is $10.56 per share based on the Black Scholes valuation. |

  103. Grants of Plan-Based Awards

    | (8) Represents the number of shares of our common stock underlying options awarded to the NEO on the grant date. The options vest at a rate of 33% per year beginning one year from the date of grant, except options that may vest earlier in the event of death, disability, retirement or change-in-control. They expire 10 years from the date of grant, or earlier in the event of death, disability or retirement. The weighted average grant date fair value of option awards granted on April 1, 2022 is $13.19 per share based on the Black Scholes valuation. |

  104. Grants of Plan-Based Awards

    | | 2023 PROXY STATEMENT | 75 |

  105. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table sets forth information with respect to the NEOs named in the summary compensation table relating to (i) unexercised stock options and (ii) PSUs and RSUs that have not vested and are outstanding as of March 31, 2023.

  106. Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards | | | | | RSU Awards | | PSU Awards | | | Name | Number of Securities Underlying Unexercised Options Exercisable | Option Awards Number of Securities Underlying Unexercised Options Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested ($) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($) | | David J. Wilson President and Chief Executive Officer | | | N/A | | | | | | | | | 41,408(12) | 20,704(12) | | 30.29 | 5/18/2030 | 7,573(8) | 281,413 | 50,719(13) | 1,884,718 | | | 14,739(15) | 29,478(15) | | 54.26 | 5/17/2031 | 10,068(17) | 374,127 | 15,103(16) | 561,227 | | | | 93,908(18) | | 33.12 | 5/16/2032 | 27,617(20) | 1,026,248 | 27,617(19) | 1,026,248 | | Gregory P. Rustowicz Ex. Vice President, Finance and Chief Financial Officer | | | N/A | | | | | | | | | 11,716(1) | | | 24.94 | 5/18/2025 | 1,102(18) | 40,950 | 6,573(9) | 244,253 | | | 28,333(2) | | | 15.16 | 5/23/2026 | 2,191(7) | 81,418 | 5,498(16) | 204,306 | | | 19,500(3) | | | 24.33 | 5/22/2027 | 1,666(14) | 61,909 | 7,055(19) | 262,164 | | | 11,897(4) | | | 38.70 | 5/22/2028 | 3,665(17) | 136,191 | | | | | 10,067(10) | 3,355(10) | | 35.16 | 5/20/2029 | 7,055(20) | 262,164 | | | | | 13,778(6) | 6,889(6) | | 25.52 | 5/18/2030 | | | | | | | 5,366(15) | 10,730(15) | | 54.26 | 5/17/2031 | | | | | | | | 23,990(18) | | 33.12 | 5/16/2032 | | | | | | Terrance J. Schadeberg President, Americas | | | N/A | | | | | | | | | | 75,816(21) | | 42.22 | 4/1/2032 | 7,805(5) | 290,034 | 5,129(19) | 190,594 | | | | 17,441(18) | | 33.12 | 5/16/2032 | 5,129(20) | 190,594 | | | | Alan S. Korman Sr. Vice President, Corp. Development, General Counsel and Secretary | | | N/A | | | | | | | | | 16,140(2) | | | 15.16 | 5/23/2026 | 712(18) | 26,458 | 4,248(9) | 157,856 | | | 12,138(3) | | | 24.33 | 5/22/2027 | 1,416(7) | 52,619 | 3,828(16) | 142,248 | | | 7,542(4) | | | 38.70 | 5/22/2028 | 1,666(14) | 61,909 | 5,129(19) | 190,594 | | | 6,506(10) | 2,168(10) | | 35.16 | 5/20/2029 | 2,552(17) | 94,832 | | | | | 8,905(6) | 4,452(6) | | 25.52 | 5/18/2030 | 5,129(20) | 190,594 | | | | | 3,735(15) | 7,470(15) | | 54.26 | 5/17/2031 | | | | | | | | 17,441(18) | | 33.12 | 5/16/2032 | | | | | | Bert A. Brant Sr. Vice President, Global Operations | | | N/A | | | | | | | | | 7,743(4) | | | 38.70 | 5/22/2028 | 717(18) | 26,644 | 4,278(9) | 158,970 | | | 6,552(10) | 2,184(10) | | 35.16 | 5/20/2029 | 1,426(7) | 52,990 | 3,834(16) | 142,471 | | | 8,968(6) | 4,483(6) | | 25.52 | 5/18/2030 | 2,556(17) | 94,981 | 4,828(19) | 179,408 | | | 3,742(15) | 7,483(15) | | 54.26 | 5/17/2031 | 4,828(20) | 179,408 | | | | | | 16,415(18) | | 33.12 | 05/16/2032 | | | | |

  107. Outstanding Equity Awards at Fiscal Year-End

    | (1) These options were granted May 18, 2015 and vest 25% per year beginning May 18, 2016. |

  108. Outstanding Equity Awards at Fiscal Year-End

    | (2) These options were granted May 23, 2016 and vest 25% per year beginning May 23, 2017. |

  109. Outstanding Equity Awards at Fiscal Year-End

    | (3) These options were granted May 22, 2017 and vest 25% per year beginning May 22, 2018. |

  110. Outstanding Equity Awards at Fiscal Year-End

    | (4) These options were granted May 22, 2018 and vest 25% per year beginning May 22, 2019 |

  111. Outstanding Equity Awards at Fiscal Year-End

    | (5) These RSUs were granted April 7, 2021 and vest 100% on the second anniversary of the grant date. |

  112. Outstanding Equity Awards at Fiscal Year-End

    | (6) These options were granted May 18, 2020 and vest 33% per year beginning May 18, 2021. |

  113. Outstanding Equity Awards at Fiscal Year-End

    | (7) These RSUs were granted May 18, 2020 and vest 33% per year beginning May 18, 2021. |

  114. Outstanding Equity Awards at Fiscal Year-End

    | (8) These RSUs were granted June 1, 2020 and vest 33% per year beginning May 18, 2021. |

  115. Outstanding Equity Awards at Fiscal Year-End

    | (9) These PSUs were granted on May 18, 2020 and vest 100% on the third anniversary of the grant, May 18, 2023, based on ROIC for the full year ended March 31, 2023. |

  116. Outstanding Equity Awards at Fiscal Year-End

    | 76 | 2023 PROXY STATEMENT | |

  117. Outstanding Equity Awards at Fiscal Year-End

    | (10) These options were granted May 20, 2019 and vest 25% per year beginning May 20, 2020. |

  118. Outstanding Equity Awards at Fiscal Year-End

    | (11) These RSUs were granted May 20, 2019 and vest 25% per year beginning May 20, 2020. |

  119. Outstanding Equity Awards at Fiscal Year-End

    | (12) These options were granted June 1, 2020 and vest 33% per year beginning May 18, 2021. |

  120. Outstanding Equity Awards at Fiscal Year-End

    | (13) These PSUs were granted on June 1, 2020 and vest 100% on May 18, 2023, based on ROIC for the full year ended March 31, 2023. |

  121. Outstanding Equity Awards at Fiscal Year-End

    | (14) These RSUs were granted July 20, 2020 and vest 33% per year beginning July 20, 2021. |

  122. Outstanding Equity Awards at Fiscal Year-End

    | (15) These options were granted May 17, 2021 and vest 33% per year beginning May 17, 2022. |

  123. Outstanding Equity Awards at Fiscal Year-End

    | (16) These PSUs were granted on May 17, 2021 and vest 100% on May 17, 2024, based on the ROIC for the full year ended March 31, 2024. |

  124. Outstanding Equity Awards at Fiscal Year-End

    | (17) These RSUs were granted on May 17, 2021 and vest 33% per year beginning May 17, 2022. |

  125. Outstanding Equity Awards at Fiscal Year-End

    | (18) These options were granted May 16, 2022 and vest 33% per year beginning May 16, 2023. |

  126. Outstanding Equity Awards at Fiscal Year-End

    | (19) These PSUs were granted on May 16, 2022 and vest 100% on May 16, 2025, based on the ROIC for the full year ended March 31, 2025. |

  127. Outstanding Equity Awards at Fiscal Year-End

    | (20) These RSUs were granted on May 16, 2022 and vest 33% per year beginning May 16, 2023. |

  128. Outstanding Equity Awards at Fiscal Year-End

    | (21) These options were granted April 1, 2022 and vest 33% per year beginning April 1, 2025. |

  129. Options Exercised and Stock Vested

    Options Exercised and Stock Vested The following table sets forth information with respect to the NEOs named in the summary compensation table relating to the exercise of stock options, and the vesting of PSUs and RSUs, in fiscal 2023:

  130. Options Exercised and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise(1) ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(2) ($) | | David J. Wilson President and Chief Executive Officer | — | — | 31,944 | 1,086,718 | | Gregory P. Rustowicz Ex. Vice President, Finance and Chief Financial Officer | — | — | 8,003 | 264,494 | | Terrance J. Schadeberg President, Americas | — | — | — | — | | Alan S. Korman Sr. Vice President, Corp. Development, General Counsel and Secretary | — | — | 6,296 | 206,753 | | Bert A. Brant Sr. Vice President, Global Operations | — | — | 4,871 | 164,079 |

  131. Options Exercised and Stock Vested

    | (1) Represents the difference between the option exercise price and the average of the high and low market prices of our common stock on the date of exercise as quoted on NASDAQ multiplied by the number of shares acquired. |

  132. Options Exercised and Stock Vested

    | (2) Represents the average of the high and low market price of our common stock on the vesting date multiplied by the number of shares acquired. |

  133. Pension Benefits

    Pension Benefits The CMCO Pension Plan is a non-contributory, qualified defined benefit plan, which provides certain NEOs with retirement benefits. As defined in the CMCO Pension Plan, a participant’s annual pension benefit at age 65 is equal to the product of (i) 1% of the participant’s final average earnings, as calculated by the terms of the CMCO Pension Plan, plus 0.5% of that part, if any, of final average earnings in excess of such participant’s “social security covered compensation,” as such term is defined in the CMCO Pension Plan, multiplied by (ii) such participant’s years of credited service, limited to 35 years. CMCO Pension Plan benefits are not subject to reduction for social security benefits.

  134. Pension Benefits

    | | 2023 PROXY STATEMENT | 77 |

  135. Pension Benefits

    The following table sets forth with respect to each of our plans that provide retirement benefits to our NEOs, (i) the years of credited service of each of the executives named in the summary compensation table, (ii) the present value of his or her accumulated benefit, and (iii) payments received by him or her during fiscal 2023:

  136. Pension Benefits

    | Name | Plan Name | Number of Years of Credited Service(1) | Present Value of Accumulated Benefit(2) ($) | Payments During Last Fiscal Year ($) | | David J. Wilson President and Chief Executive Officer | N/A(3) | — | — | — | | Gregory P. Rustowicz Ex. Vice President, Finance and Chief Financial Officer | N/A(3) | — | — | — | | Terrance J. Schadeberg President, Americas | N/A(3) | — | — | — | | Alan S. Korman Sr. Vice President, Corp. Development, General Counsel and Secretary | Columbus McKinnon Corporation Monthly Retirement Benefit Plan | 0.17(4) | 8,042 | — | | Bert A. Brant Sr. Vice President, Global Operations | N/A(3) | — | — | — |

  137. Pension Benefits

    | (1) Years of credited service determined as of March 31, 2023. For more information about our retirement program see “—Director Compensation—Elements of Our Compensation Program for NEOs” in this prospectus. |

  138. Pension Benefits

    | (2) The present value of accumulated benefit under the CMCO Pension Plan is calculated as of March 31, 2023 using (i) a discount rate of 5.13% for the CMCO Pension Plan, (ii) the Pri-2012 mortality tables and generational projection using Scale MP-2021. |

  139. Pension Benefits

    | (3) Messrs. Wilson, Rustowicz, Schadeberg and Brant were not covered by a Company sponsored pension plan. |

  140. Pension Benefits

    | (4) Mr. Korman has an accrued benefit under the CMCO Pension Plan that was frozen at March 31, 2012. |

  141. Pension Benefits

    | 78 | 2023 PROXY STATEMENT | |

  142. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation The Company maintains the NQDC Plan under which eligible participants (including our directors and U.S.-based NEOs) may elect to defer a portion of their cash compensation. Payment of balances will occur in accordance with Internal Revenue Code Section 409A requirements. For more information about our retirement program, see “—Director Compensation—Elements of Our Compensation Program for NEOs” in this prospectus.

  143. Non-Qualified Deferred Compensation

    | Name | Executive Contributions in fiscal 2023 | Company Contributions in fiscal 2023(1) | Aggregate earnings in fiscal 2023 | Aggregate withdraws / distributions | Aggregate balance at 3/31/2023 | | David J. Wilson President and Chief Executive Officer | 20,550 | 49,423 | 2,194 | — | 125,509 | | Gregory P. Rustowicz Ex. Vice President, Finance and Chief Financial Officer | 19,048 | 20,944 | (4,970) | (27,609) | 158,969 | | Terrance J. Schadeberg President, Americas | — | 753 | 45 | — | 788 | | Alan S. Korman Sr. Vice President, Corporate Development, General Counsel and Secretary | — | 6,424 | 3,316 | — | 50,576 | | Bert A. Brant Sr. Vice President, Global Operations | 218,924 | 6,174 | (56,882) | — | 986,189 |

  144. Non-Qualified Deferred Compensation

    | (1) This column represents the Company’s matching contributions made under the NQDC Plan in fiscal 2023. These amounts are reflected in the All Other Compensation column of the summary compensation table set forth above. |

  145. Non-Qualified Deferred Compensation

    Under the NQDC Plan, eligible participants, including our directors and U.S.-based NEOs, may elect to defer cash compensation. Eligible employees may elect to defer up to 100% of any annual bonus and either (i) up to 75% of their base salary and any commission, or (ii) up to 75% of their base salary and any commission that is in excess of the compensation limit in effect under Section 401(a)(17) of the Internal Revenue Code (“Section 401(a)(17)”) for the relevant plan year ($330,000 for 2023). Directors may elect to defer up to 100% of their annual retainer. The Company makes (i) a matching contribution equal to 100% of the first 4% of eligible compensation deferred by a participant (other than a non-employee director) that is in excess of the Section 401(a)(17) compensation limit, and (ii) a nonelective contribution equal to 2% of the participant’s eligible compensation that is in excess of the Section 401(a)(17) compensation limit. Participants’ NQDC Plan accounts are adjusted for gains and losses based on investment directions provided by participants. Participants may elect to receive payment of their NQDC Plan benefit upon a specified date, separation from service, disability or death, and in the form of a lump sum or monthly installments over 1-10 years, except that, upon a change in control, a participant’s vested benefit will automatically be paid in a lump sum. Participants may also withdraw amounts due to an unforeseeable emergency in accordance with Section 409A of the Internal Revenue Code.

  146. Non-Qualified Deferred Compensation

    | | 2023 PROXY STATEMENT | 79 |

  147. CEO Pay Ratio

    CEO Pay Ratio We believe executive pay must be market competitive and internally fair and equitable to motivate our associates to create shareholder value. The Compensation and Succession Committee monitors the relationship between the pay our executive officers receive and the pay of our associates to ensure we remain competitive, fair and equitable. The Compensation and Succession Committee reviewed the CEO pay total from the summary compensation table to the pay of our median employee’s compensation for the fiscal year ended March 31, 2023. The compensation of our CEO in the fiscal year ended March 31, 2023 was approximately 75:1 times the median pay of our employees. Our CEO to median employee pay ratio is calculated in accordance with the SEC’s proxy statement requirements pursuant to Item 402(u) of Regulation S-K. We determined the median employee through examination of the fiscal year 2023 annual total compensation, excluding the CEO, who were actively employed on March 31, 2023, the final day of the fiscal year. We included all employees by applying a recognized test as defined by labor law. As is permitted under the SEC rules, to determine our median employee, we used a consistently applied compensation definition that was not Summary Compensation Table total compensation and instead chose “total cash compensation.” We used a valid statistical sampling methodology to provide a reasonable estimate of the median base pay for the employee population considered (excluding our CEO). After identifying the median employee based on annual total compensation, we calculated this associate’s annual total compensation using the same methodology used for our named executive officers as set forth in the Company’s summary compensation table.

  148. CEO Pay Ratio

    | 82 | 2023 PROXY STATEMENT | |

  149. Compensation Actually Paid Table

    Compensation Actually Paid Table The following table sets forth information concerning the compensation of our NEOs for each of the fiscal years ended March 31, 2023, 2022, and 2021, and our financial performance for each such fiscal year:

  150. Compensation Actually Paid Table

    | Year | SCT Total for First CEO (1) | SCT Total for Second CEO (1) | CAP for First CEO (1) | CAP for Second CEO (1) | Avg. SCT Total for Other NEOs (1) | Avg. CAP to Other NEOs (1) | Value of Initial Fixed $100 | | Net Income | Adjusted EBIT (3) | | | | | | | | | TSR | Peer Group TSR (2) | | | | (a) | (b) | (b) | (c) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | $4,988,499 | $— | $3,561,113 | $— | $1,641,908 | $1,449,565 | $151.72 | $155.40 | $48,429 | $105,869 | | 2022 | $4,075,929 | $— | $2,573,200 | $— | $1,351,197 | $798,978 | $171.66 | $147.62 | $29,660 | $95,589 | | 2021 | $5,572,610 | $397,800 | $9,019,389 | $423,480 | $1,169,073 | $2,654,058 | $212.53 | $159.26 | $9,106 | $48,854 |

  151. Compensation Actually Paid Table

    | (1) Amounts represent compensation actually paid to our CEO and the average compensation actually paid to our remaining NEOs for the relevant fiscal year, as determined under SEC rules (and described below), which includes the individuals indicated in the table below for each fiscal year: |

  152. Compensation Actually Paid Table

    | Year | First CEO | Second CEO | Other NEOs | | 2023 | Mr. Wilson | N/A | Messrs. Brant, Korman, Rustowicz, and Schadeberg | | 2022 | Mr. Wilson | N/A | Messrs. Brant, Korman, Rustowicz, and Wozniak | | 2021 | Mr. Wilson | Mr. Fleming | Messrs. Korman, McCormick, Rustowicz, and Wozniak |

  153. Compensation Actually Paid Table

    | (2) For the relevant fiscal year, represents the cumulative TSR (the “Peer Group TSR”) of the Dow Jones U.S. Diversified Industrials Index. |

  154. Compensation Actually Paid Table

    | (3) Adjusted EBIT is a non-GAAP measure. Adjusted EBIT is defined in the FY23 Financial Metrics section. |

  155. Compensation Actually Paid Table

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

  156. Compensation Actually Paid versus Total Shareholder Return

    Compensation Actually Paid versus Total Shareholder Return

  157. Compensation Actually Paid versus Net Income

    Compensation Actually Paid versus Net Income

  158. Compensation Actually Paid versus Net Income

    | | 2023 PROXY STATEMENT | 85 |

  159. Compensation Actually Paid versus Adjusted EBIT

    Compensation Actually Paid versus Adjusted EBIT The graphs above demonstrate that over the measurement period, Compensation Actually Paid (CAP) for the CEO and NEOs generally trended directionally with the Company’s cumulative TSR. While both net income and Adjusted EBIT have increased over the relevant time period, we have set goals that were more demanding each year during the period. As such, changes in CAP largely were not impacted by those increases. During the time period, changes in CAP were largely attributable to the fluctuation in value of outstanding equity awards, which correlate with increases and decreases in stock price and cumulative TSR.

  160. Pay Versus Performance Tabular List

    Pay Versus Performance Tabular List We believe the following performance measures represent the most important financial performance measures used by us to link compensation actually paid to our NEOs for the fiscal year ended March 31, 2023:

  161. Pay Versus Performance Tabular List

    | • | Adjusted EBIT |

  162. Pay Versus Performance Tabular List

    | • | Adjusted Free Cash Flow |

  163. Pay Versus Performance Tabular List

    | • | Adjusted ROIC |

  164. Pay Versus Performance Tabular List

    For additional details regarding our most important financial performance measures, please see the section[s] titled “Elements of our Compensation Program for NEOs” and “Components of Compensation” in our Compensation Discussion and Analysis (CD&A) elsewhere in this Proxy Statement.

  165. Pay Versus Performance Tabular List

    | 86 | 2023 PROXY STATEMENT | |

  166. Pay Versus Performance Tabular List

    | | YOUR VOTE IS IMPORTANT! PLEASE VOTE BY: | | | P.O. BOX 8016, CARY, NC 27512-9903 | | INTERNET Go To: www.proxypush.com/CMCO • Cast your vote online • Have your Proxy Card ready • Follow the simple instructions to record your vote | | | | PHONE Call 1-844-926-2035 • Use any touch-tone telephone • Have your Proxy Card ready • Follow the simple recorded instructions | | | | MAIL • Mark, sign and date your Proxy Card • Fold and return your Proxy Card in the postage-paid envelope provided | | | | You must register to attend the meeting online and/or participate at www.proxydocs.com/CMCO |

  167. Pay Versus Performance Tabular List

    | Columbus McKinnon Corporation |