DEF 14A of MSA Safety Inc, Mar 28, 2024

DEF 14A of MSA Safety Inc

Filed Mar 28, 2024 · FY20230001193125-24-079742

Open on EDGAR

  1. THE 2024 ANNUAL MEETING

    | PAY VERSUS PERFORMANCE | 50 | | AUDIT COMMITTEE REPORT | 55 | | STOCK OWNERSHIP | 56 | | Beneficial Ownership of Management and Directors | 56 | | 5% Beneficial Owners | 57 | | Delinquent Section 16(a) Reports | 57 | | PROPOSAL NO. 3 – SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 58 | | Board Recommendation and Required Vote | 58 | | PROPOSAL NO. 4 – ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION | 59 | | Board Recommendation | 59 | | OTHER MATTERS | 60 | | ANNUAL REPORT ON FORM 10-K | 60 | | 2025 SHAREHOLDER PROPOSALS | 60 | | SHAREHOLDER COMMUNICATIONS | 60 | | EXPENSES OF SOLICITATION | 60 | | FREQUENTLY ASKED QUESTIONS | 61 | | APPENDIX A - 2024 NON-EMPLOYEE DIRECTORS’ EQUITY INCENTIVE PLAN APPROVAL | A-1 |

  2. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS At the Annual Meeting, three directors will be elected to serve until the Annual Meeting in 2027. Mr. Steven C. Blanco (who was elected as a director by the Board in 2024), Ms. Sandra Phillips Rogers and Mr. Luca Savi were nominated by the Board for election in the Class of 2027. Properly submitted proxies will be voted for the nominees named below, unless otherwise directed thereon, or for a substitute nominee designated by the Nominating and Corporate Governance Committee in the event a nominee becomes unavailable for election. In February 2024, the Company announced that Mr. Nishan J. Vartanian intends to retire as Chief Executive Officer in May 2024 but is expected to continue as a director at the Company. The Company also announced in February 2024 that Mr. Steven C. Blanco was elected to the Board as part of a planned management succession. Director John T. Ryan III will retire from the Board upon the end of his current term in May 2024, following 43 years of service on the Board. The Board and the Nominating and Corporate Governance Committee have determined that the nominees possess a balanced mix of qualifications and experiences relevant to the effective governance and oversight of our business. The tables beginning on the following page set forth information about our nominees, all of whom are currently members of the Board, and about the directors whose terms of office will continue after the Annual Meeting.

  3. ELECTION OF DIRECTORS

    | BOARD SNAPSHOT | | | | | | |

  4. ELECTION OF DIRECTORS

    The Board Snapshot above illustrates diversity, tenure and independence as of the date of this Proxy Statement. Upon Mr. Ryan’s retirement from the Board following the annual meeting of shareholders in 2024, the Board will consist of 10 directors and would be expected to include the following diversity, tenure and independence characteristics:

  5. ELECTION OF DIRECTORS

    | • | Diversity: 30%, including one woman of color. |

  6. ELECTION OF DIRECTORS

    | • | Tenure: Four directors with 0-5 years of service; three directors with 6-10 years of service; and three directors with more than 10 years of service. |

  7. ELECTION OF DIRECTORS

    | • | Independence: 80% |

  8. ELECTION OF DIRECTORS

    | DIRECTOR SKILLS, EXPERIENCE AND EXPERTISE | | | | | | | | | | | | | | | | | | | | | | | | Leadership | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | | Financial Oversight | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | | SEC Rule 10A-3 Financial Expert | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | | Legal, Risk and Public Policy | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | | Manufacturing Operations | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | | Global Business Expertise | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | | Corporate Social Responsibility | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | | Safety Products Industry | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | | Mergers and Acquisitions | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | | Industrial Sales, Marketing and/or Distribution | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ |

  9. ELECTION OF DIRECTORS

    | PROPOSAL NO. 1- ELECTION OF DIRECTORS | | | | 3 |

  10. ELECTION OF DIRECTORS

    | | THE BOARD RECOMMENDS YOU VOTE “FOR” THE FOLLOWING DIRECTOR NOMINEES. |

  11. NOMINEES FOR TERMS EXPIRING IN 2027

    NOMINEES FOR TERMS EXPIRING IN 2027

  12. NOMINEES FOR TERMS EXPIRING IN 2027

    | | Steven C. Blanco Qualifications: Mr. Blanco has served in several executive roles for the Company for the past 12 years. As the Company’s President and Chief Operating Officer (and incoming Chief Executive Officer, effective May 2024), and given his prior roles with MSA, Mr. Blanco brings broad experience to the Board concerning the Company’s business and markets across the world. He has strong experience in overseeing the development and execution of the Company’s corporate strategy and has particular expertise in overseeing marketing, sales, manufacturing operations, product development, finance and the global safety products industry. | | Age: 57 Director Since: 2024 Committees: None | Professional Highlights: • President and Chief Operating Officer since June 2023 and will assume the role of Chief Executive Officer in May 2024. • Previously served as Senior Vice President and President of MSA Americas from 2022 to 2023. • Prior to serving as Senior Vice President and President of MSA Americas, he was Vice President and President of MSA Americas from 2017 to 2022, Vice President of MSA Northern North America from 2015 to 2017, and Vice President of Global Operational Excellence from 2012 to 2015. Other Current Public Directorships: • None |

  13. NOMINEES FOR TERMS EXPIRING IN 2027

    | | Sandra Phillips Rogers Qualifications: Given her substantial legal experience, including her experience with a large manufacturing company, along with her experience leading enterprise-level diversity and inclusion efforts, Ms. Rogers offers the board strong expertise in the legal, human capital, sustainability and operational aspects of managing a large manufacturing company. | | Age: 58 Committees: Audit; Nominating and Corporate Governance | Professional Highlights: • Senior Vice President, Chief Legal Officer and Chief Diversity Officer for Toyota Motor North America, Inc. (“TMNA”) since June 2022. Ms. Rogers also maintains oversight responsibility for social innovation, sustainability and regulatory affairs and compliance and audit office. • Served as Group Vice President, General Counsel, Chief Legal Officer and Chief Diversity Officer for TMNA from January 2019 to June 2022; Group Vice President, General Counsel, Chief Legal Officer and Corporate Secretary for TMNA from April 2017 to January 2019; and Group Vice President, General Counsel and Chief Legal Officer of TMNA from April 2015 to April 2017. Prior thereto, held various legal roles for TMNA and its affiliates. • Prior to joining Toyota, Ms. Rogers was a partner at the global law firm of Morgan, Lewis & Bockius. Other Current Public Directorships: • The Chemours Company |

  14. NOMINEES FOR TERMS EXPIRING IN 2027

    | | PROPOSAL NO. 1- ELECTION OF DIRECTORS | | 4 | |

  15. NOMINEES FOR TERMS EXPIRING IN 2027

    | | Luca Savi Qualifications: As the CEO of a publicly traded company, Mr. Savi brings to the board extensive experience in managing a large global business, along with specific expertise in industrial manufacturing, strategy development, growth and innovation, and international business operations. | | Age: 58 Director Since: 2021 Committees: Compensation | Professional Highlights: • Chief Executive Officer and President of ITT Inc., a diversified manufacturer of highly engineered critical components and customized technology solutions for the transportation, industrial and energy markets since January 2019. • Previously served ITT Inc. as President and Chief Operating Officer beginning in August 2018, and before that as Executive Vice President of the Industrial Process and Motion Technologies business. • Before joining ITT Inc. in 2011, Mr. Savi served as Chief Operating Officer for Comau Body Welding at Comau, a subsidiary of the Fiat Group, and as Chief Executive Officer of Comau North America. Other Current Public Directorships: • ITT Inc. |

  16. CONTINUING DIRECTORS WITH TERMS EXPIRING IN 2025

    CONTINUING DIRECTORS WITH TERMS EXPIRING IN 2025

  17. CONTINUING DIRECTORS WITH TERMS EXPIRING IN 2025

    | | Robert A. Bruggeworth Qualifications: As the CEO of a publicly traded international corporation, Mr. Bruggeworth brings to the board expertise in managing a large global business, along with specific expertise in mergers and acquisitions, manufacturing, marketing and material sourcing for high technology products. Mr. Bruggeworth also has extensive senior leadership, strategic planning expertise and knowledge of key governance topics. | | Age: 62 Director Since: 2007 Lead Independent Director Committees: Compensation; Nominating and Corporate Governance (Chair) | Professional Highlights: • President and CEO of Qorvo, Inc., a high-performance RF components and compound semiconductors manufacturer, since January 2015. • President and CEO of RF Micro Devices, Inc. prior to the merger of RF Micro Devices, Inc. and TriQuijnt Semiconductor, Inc. to form Qorvo, Inc. Other Current Public Directorships: • Qorvo, Inc • Seagate Technology Holdings plc |

  18. CONTINUING DIRECTORS WITH TERMS EXPIRING IN 2025

    | PROPOSAL NO. 1- ELECTION OF DIRECTORS | | | | 5 |

  19. CONTINUING DIRECTORS WITH TERMS EXPIRING IN 2025

    | | Gregory B. Jordan Qualifications: As the General Counsel and Chief Administrative Officer of a large publicly traded corporation, Mr. Jordan brings extensive legal, operational, risk management and corporate governance expertise to the board. He also gained significant international experience through his service in managing and overseeing the strategic and financial matters as managing partner of a global law firm. | | Age: 64 Director Since: 2019 Committees: Law (Chair) | Professional Highlights: • Executive Vice President, General Counsel and Chief Administrative Officer of The PNC Financial Services Group, Inc. since February 2016. • Upon commencement of employment with The PNC Financial Services Group, Inc. in October 2013 served as Executive Vice President and General Counsel. • Prior to his roles with The PNC Financial Services Group, Inc., Mr. Jordan was the global managing partner of Reed Smith LLP and chair of the firm’s senior management team and executive committee. Other Current Public Directorships: • None |

  20. CONTINUING DIRECTORS WITH TERMS EXPIRING IN 2025

    | | Rebecca B. Roberts Qualifications: Ms. Roberts brings significant international business management, operational and workplace safety expertise to the board. Ms. Roberts also provides extensive oil, gas and petrochemical industry experience and an informed perspective on regulatory, operational and sustainability matters faced by a complex international company. | | Age: 71 Director Since: 2013 Committees: Compensation (Chair); Nominating and Corporate Governance | Professional Highlights: • Former President of Chevron Pipe Line Company from 2006 until her retirement in 2011. • Previously served as President of Chevron Global Power Generation from 2003 to 2006, in addition to various technical and management positions of growing importance during her 36-year career with Chevron. Other Current Public Directorships: • AbbVie Inc. • Black Hills Corporation |

  21. CONTINUING DIRECTORS WITH TERMS EXPIRING IN 2025

    | | PROPOSAL NO. 1- ELECTION OF DIRECTORS | | 6 | |

  22. CONTINUING DIRECTORS WITH TERMS EXPIRING IN 2025

    | | William R. Sperry Qualifications: Mr. Sperry brings expertise in public company accounting, risk management, disclosure and financial system management as the Chief Financial Officer of a publicly traded international corporation and as a former investment banking executive. Mr. Sperry also brings experience in overseeing a large international business along with specific expertise in mergers and acquisitions, corporate governance, risk management and strategic planning. | | Age: 62 Director Since: 2019 Committees: Audit (Chair); Finance | Professional Highlights: • Executive Vice President and Chief Financial Officer of Hubbell Incorporated since 2012. • Previously served as Vice President, Corporate Strategy and Development and Head of Investor Relations of Hubbell Incorporated. • Employed in various roles in the investment banking, financial services and consulting industries prior to his positions with Hubbell Incorporated. Other Current Public Directorships: • None |

  23. CONTINUING DIRECTORS WITH TERMS EXPIRING IN 2026

    CONTINUING DIRECTORS WITH TERMS EXPIRING IN 2026

  24. CONTINUING DIRECTORS WITH TERMS EXPIRING IN 2026

    | | William M. Lambert Qualifications: As a former CEO and given his long tenure with the Company, Mr. Lambert brings to the board extensive experience in the Company’s business with particular expertise in the oversight and execution of the Company’s business strategy, along with product development, marketing, finance and the global safety products industry. | | Age: 65 Director Since: 2007 Committees: Law | Professional Highlights: • Former President and Chief Executive Officer of the Company until his retirement in 2018. • Served as Chairman from May 2015 to May 2018 and later, Non-Executive Chairman of the Board from May 2018 to May 2020. • Employed at MSA for over 35 years, joining the Company as a design engineer and worked in a number of executive roles for more than 20 years. Other Current Public Directorships: • Kennametal Inc. |

  25. CONTINUING DIRECTORS WITH TERMS EXPIRING IN 2026

    | PROPOSAL NO. 1- ELECTION OF DIRECTORS | | | | 7 |

  26. CONTINUING DIRECTORS WITH TERMS EXPIRING IN 2026

    | | Diane M. Pearse Qualifications: Ms. Pearse brings extensive financial, accounting and operational expertise to the Company’s board given her substantial financial oversight experience and business leadership with several large consumer products and retail companies. | | Age: 66 Director Since: 2004 Committees: Audit; Finance (Chair); Law | Professional Highlights: • Chief Executive Officer and President of Hickory Farms, LLC, a specialty food company, from March 2016 until her retirement in February 2022. • Former Chief Operating Officer of Garrett Brands, LLC, a provider of handcrafted and artisanal popcorn, from May 2015 to May 2016. • Previously served as Senior Vice President, Operations and Merchandising for Redbox Automated Retail, LLC, a fully automated DVD rental company. Other Current Public Directorships: • Li-Cycle Corp. |

  27. CONTINUING DIRECTORS WITH TERMS EXPIRING IN 2026

    | | Nishan J. Vartanian Qualifications: Mr. Vartanian joined the Company as a sales representative over 36 years ago and has worked in a number of executive management roles for over ten years. As the Company’s President and Chief Executive Officer and given his multitude of operational roles with the Company, Mr. Vartanian brings extensive knowledge of the Company’s business and industry. He offers executive experience in the oversight and execution of the Company’s business strategy as well as product development, marketing, sales, finance and the global safety products industry. | | Age: 64 Director Since: 2017 Committees: None | Professional Highlights: • Chairman and Chief Executive Officer of the Company since June 2023. • Previously served as Chairman, President and Chief Executive Officer of the Company from May 2020 to May 2023 and served as President and Chief Executive Officer of the Company from May 2018 until May 2020. • Prior to election as President and Chief Executive Officer, he was President and Chief Operating Officer since June 2017; Senior Vice President and President, MSA Americas from July 2015 to June 2017 and Vice President and President, MSA North America from August 2013 to July 2015. Other Current Public Directorships: • Koppers Holdings Inc. |

  28. CONTINUING DIRECTORS WITH TERMS EXPIRING IN 2026

    | | PROPOSAL NO. 1- ELECTION OF DIRECTORS | | 8 | |

  29. CONTINUING DIRECTORS WITH TERMS EXPIRING IN 2026

    | | THE BOARD RECOMMENDS YOU VOTE “FOR” PROPOSAL NO. 1: ELECTION OF DIRECTORS. |

  30. CONTINUING DIRECTORS WITH TERMS EXPIRING IN 2026

    In the election of directors for terms expiring in 2027, the three candidates receiving the highest numbers of votes cast by the holders of Common Stock voting at the meeting or by proxy will be elected as directors, subject to the resignation policy described in the Corporate Governance Matters section below. A proxy vote indicated as withheld from a nominee will not be cast for such nominee but will be counted in determining whether a quorum exists for the meeting. Shares for which neither a vote “for” or “withheld” is selected (e.g., broker non-votes) will not be counted in determining the total votes cast for this matter. The Company’s Restated Articles require that any shareholder intending to nominate a candidate for election as a director must give written notice, containing specified information, to the Secretary of the Company not later than 90 days in advance of the meeting at which the election is to be held. The notice also must contain the information required by our bylaws. In addition to satisfying advance notice requirements under our bylaws, to comply with the universal proxy rules under the Securities Exchange Act of 1934, shareholders who intend to solicit proxies in support of director nominees other than those nominees nominated by the Company must provide notice that sets forth the information required by Rule 14a-19 under the Securities Exchange Act of 1934 no later than March 13, 2024, which is 60 days prior to the anniversary date of the prior year’s annual meeting. No such notices were received by March 13, 2024 with respect to the 2024 Annual Meeting. Therefore, only the nominees named above will be eligible for election at the meeting. The Board of Directors and its Nominating and Corporate Governance Committee recommend a vote FOR the election of the nominees, each of whom has consented to be named as a nominee and to serve if elected. Properly submitted proxies which are timely received will be voted for the election of the nominees named below, unless otherwise directed thereon, or for a substitute nominee designated by the Nominating and Corporate Governance Committee in the event a nominee named becomes unavailable for election.

  31. COMPENSATION OF DIRECTORS

    COMPENSATION OF DIRECTORS The Nominating and Corporate Governance Committee annually reviews director compensation and seeks to compensate directors in a manner that attracts and retains highly qualified directors and aligns the interests of the Company’s directors with those of the shareholders. The following table describes the components of the non-employee directors’ compensation for 2023:

  32. COMPENSATION OF DIRECTORS

    | Compensation Element | Director Compensation Program | | Annual Cash Retainer | $85,000 | | Annual Equity Award | $135,000 in restricted stock awards that vest after one year(1) | | Board and Committee Fees | None | | Chair Retainers | $15,000 for the Audit Committee $12,500 for the Compensation Committee $10,000 for the Finance, Law and Nominating and Corporate Governance Committees | | Lead Independent Director Retainer | $30,000 | | Stock Ownership Guideline | Ownership of Common Stock or deferred stock units that have a value equivalent to five times the annual cash retainer to be satisfied within five years of joining the Board(2) |

  33. COMPENSATION OF DIRECTORS

    NOTE: Cash and/or equity compensation will be prorated for directors who have joined or left the Board or have assumed or left board leadership positions or committee chairs during the course of a year.

  34. COMPENSATION OF DIRECTORS

    | (1) Non-employee directors have the option to defer the receipt of vested equity compensation until after their departure from the Board. Any director who elects such deferral will receive restricted stock units instead of restricted stock. |

  35. COMPENSATION OF DIRECTORS

    | (2) As of December 31, 2023, each non-employee director satisfied this guideline. |

  36. COMPENSATION OF DIRECTORS

    Under the 2017 Non-Employee Directors’ Equity Incentive Plan and its predecessors, the Company grants stock options, restricted stock, or a mix of each, to each non-employee director on the third business day following each annual meeting. Pro-rata awards are authorized under the 2017 plan for directors who join the Board during the period between annual awards. The total number of shares that may be issued under the 2017 plan is limited to 150,000 shares of Common Stock. If proposal No. 2 is approved by shareholders, the 2024 Non-Employee Directors’ Equity Incentive Plan will replace the 2017 plan for grants after the 2024 annual meeting of shareholders. In 2019, the Board adopted the MSA Safety Incorporated Deferred Compensation Program for Non-Employee Directors. Pursuant to the program and beginning with equity grants made in 2020, non-employee directors have the option to defer receipt of vested equity compensation until after their departure from the Board. On May 17, 2023, each non-employee director who did not elect to defer the receipt of their equity compensation was granted 939 shares of restricted stock, and each non-employee director who elected to defer the receipt of their equity compensation was granted 939 restricted stock units. Restricted stock units are counted for purposes of determining whether directors meet their stock ownership guideline, but directors do not receive voting rights in restricted stock units. Prior to April 1, 2001, a director who retired from the Board after completing at least five years of service as a director was entitled to receive a lifetime quarterly retirement allowance under the Retirement Plan for Directors. The amount of the allowance was equal to the quarterly directors’ retainer payable at the time of the director’s retirement. Payment began when the sum of the director’s age and years of service equaled or exceeded 75. Effective April 1, 2001, plan benefits were frozen so that the quarterly retirement allowance, if any, payable to future retirees will be limited to $5,000 (the quarterly retainer amount in April 2001), multiplied by a fraction, of which the numerator is the director’s years of service as of April 1, 2001 and the denominator is the years of service the director would have had at the date the sum of the director’s age and years of service equaled 75. The following table provides information on the 2023 compensation of non-employee directors who served for all or part of 2023.

  37. COMPENSATION OF DIRECTORS

    | Name | Fees Earned or Paid in Cash | Restricted Stock Award(1)(2) | Change in Pension Value(3) | Total | | Robert A. Bruggeworth | $125,000 | $134,972 | $ — | $259,972 | | Gregory B. Jordan | $92,500 | $134,972 | $ — | $227,472 | | William M. Lambert | $85,000 | $134,972 | $ — | $219,972 | | Diane M. Pearse | $95,000 | $134,972 | $ — | $229,972 | | Rebecca B. Roberts | $97,500 | $134,972 | $ — | $232,472 | | Sandra Phillips Rogers | $87,500 | $134,972 | $ — | $222,472 | | John T. Ryan III | $85,000 | $134,972 | $ — | $219,972 | | Luca Savi | $85,000 | $134,972 | $ — | $219,972 | | William R. Sperry | $100,000 | $134,972 | $ — | $234,972 |

  38. COMPENSATION OF DIRECTORS

    | CORPORATE GOVERNANCE MATTERS | | | | 17 |

  39. COMPENSATION OF DIRECTORS

    | (1) Represents the aggregate grant date fair value of the restricted stock awards and stock option awards computed in accordance with FASB ASC Topic 718. |

  40. COMPENSATION OF DIRECTORS

    | (2) Beginning in 2020, non-employee directors have the option to defer the receipt of vested equity compensation until after their departure from the Board. Any director who elects such deferral will receive restricted stock units instead of restricted stock. The restricted stock units have dividend equivalent rights. Messrs. Jordan and Savi and Ms. Pearse elected to defer their 2023 awards. Ms. Phillips Rogers elected to defer her awards beginning in September 2023. |

  41. COMPENSATION OF DIRECTORS

    | (3) Represents the amount of the aggregate increase for 2023 in the actuarial present value of the director’s accumulated benefits, if any, under the Retirement Plan for Directors described above. Only Mr. Ryan is entitled to benefits under such Plan. |

  42. COMPENSATION OF DIRECTORS

    It is the practice of the Nominating and Corporate Governance Committee to periodically engage an independent compensation consultant to review the compensation of the non-employee directors. In 2023, the Committee engaged Pay Governance, LLC to assist in its review of the competitiveness and structure of the Company’s non-employee director compensation. After completing its review, the Committee recommended modest increases to the program effective January 1, 2024, consisting of a $10,000 increase in annual equity incentive award and an additional $2,500 retainer for the Audit Committee Chair, in order to better position our director compensation program from a competitive standpoint going forward.

  43. REVIEW AND APPROVAL OR RATIFICATION OF RELATED PARTY TRANSACTIONS

    Mr. Jordan is the Executive Vice President, General Counsel and Chief Administrative Officer of The PNC Financial Services Group, Inc. (“PNC”), a company with which MSA presently maintains certain business dealings, including as a borrower under a Fourth Amended and Restated Credit Agreement pursuant to which PNC serves as administrative agent and a lender and an additional Credit Agreement entered into in 2023 pursuant to which PNC serves as administrative agent and a lender. Total amounts paid by MSA to PNC in 2023 were approximately 0.0549% of PNC’s 2023 revenues. The Board of Directors determined that the relationship was not material because, among other things, (a) the amounts paid to PNC were de minimis to the consolidated gross revenues of PNC, (b) the Company’s credit agreements with PNC were negotiated at arms-length in the ordinary course of business at market terms, and (c) the Company has maintained a relationship with PNC for many years prior to Mr. Jordan’s employment at PNC and prior to his election to the Board.

  44. 2023 Executive Compensation Overview

    | • | Financial performance goals |

  45. 2023 Executive Compensation Overview

    The above areas of focus correlate with the Named Officers’ performance metrics within the cash incentive plan and contribute to driving working capital, operating profits, revenue targets and Environmental, Social and Governance (“ESG”) performance. Demonstrating the strong correlation between the Company’s performance incentive plans and actual results, each of our Named Officers earned cash incentive awards pursuant to our annual incentive program at 200% of target due to Company performance. To emphasize the importance of “pay-for-performance” in our compensation philosophy, the Company’s incentive arrangements are based on the achievement of specific performance goals that support our business strategy. Our long-term incentive program includes performance-based stock units and time-vesting restricted stock units. Our performance stock unit program metrics are adjusted EBITDA margin percentage and revenue growth, modified by total shareholder return (“TSR”) compared to the S&P Midcap 400 Industrials Index. Time-vesting restricted stock units vest after three years of continued employment, providing the Company with a valuable retention incentive and alignment with shareholders’ rewards for increases in stock price. During 2023, the Committee reviewed the design and administration of all executive compensation programs to ensure those programs continue to meet our performance requirements and to deliver on our Core Principles (as described in the next section below). The Committee also reviewed policies such as stock ownership requirements and assessed its short-term incentive goals. In addition, long-term incentive vesting provisions, capped incentive awards and short-term metrics that align with shareholder value creation serve to mitigate risk. The Committee concluded that the risks arising from the Company’s executive compensation programs are not reasonably likely to have a material adverse effect on the Company.

  46. Components of Executive Compensation Program

    | (1) Base salary increases reflect results from the Company annual performance review and merit increase process. The increases do not reflect the impact of promotions. |

  47. Components of Executive Compensation Program

    | PERFORMANCE MEASURE | ANNUAL CASH INCENTIVE PLAN | LONG-TERM INCENTIVE PLAN | RATIONALE FOR USE | | Stock Price | | X | Indicator of shareholder value creation | | Total Shareholder Return | | X | Indicator of shareholder value creation | | Revenue Growth | | X | Encourages both organic sales growth and sales growth by acquisition | | Net Income | X | | Encourages bottom-line profitability | | Adjusted EBITDA Margin Percentage | X | X | Encourages operating profitability and expense management | | Net Sales | X | | Encourages revenue growth | | Working Capital as a Percentage of Sales | X | | Encourages activities that increase the cash available for investment in the business, dividends and debt repayment |

  48. Components of Executive Compensation Program

    In summary, the Committee believes that the best way to reward executives is to combine a program of cash incentives (based on annual financial performance goals) with stock incentives (based on increases in the Company’s stock price and, in part, on performance measured against long-term financial performance metrics). The Company’s incentive plans (annual and long-term) are targeted to reward executives at the middle (50th percentile) of the market for achieving expected or targeted performance levels. For example, our annual incentive plan is designed to pay above the targeted level and, therefore, above the middle of the market if the Company’s performance exceeds our goals and expectations, up to a cap upon maximum performance. If the Company’s performance falls below our goals and expectations, the annual incentive plan is designed to pay below the targeted level. If actual performance falls below certain threshold levels, our annual incentive plan is designed to pay nothing. This variable aspect of our annual incentive arrangement is also present in our long-term incentive plan. For instance, a significant portion of our long-term incentive plan consists of performance-based stock units. At the date of grant, a target number of shares is established based on the share value at the time of the award and present dollar value of the

  49. Components of Executive Compensation Program

    compensation intended to be delivered. Ultimately, the number of shares awarded at the end of the performance period varies based on the achievement of corporate goals. Our performance-based restricted stock units also incorporate a performance threshold below which no payments are made. The 2022 and 2023 equity grants under the long-term incentive plan remain unvested, thereby providing the Company with important retention benefits. The following table shows the allocation of performance-based versus fixed compensation components for our Named Officers at targeted levels as of the end of 2023:

  50. PERCENT OF COMPENSATION AT RISK

    | (1) Based on the target value of 2023 non-equity incentive award as of December 31, 2023 plus the target equity award allocation of equity instruments to performance units as of December 31, 2023. |

  51. PERCENT OF COMPENSATION AT RISK

    | (2) Based on annual base salary as of December 31, 2023 plus the target equity award as of December 31, 2023 and the allocation of equity instruments to time vested restricted units. Time vested restricted units are included in the “fixed” column because there are no performance conditions to their vesting (other than continued employment), but unlike base salary, the ultimate value of restricted stock is inherently performance-based. |

  52. COMPENSATION OVERSIGHT PROCESS

    The Committee reassesses the peer group composition annually and may periodically make changes by adding companies that may better meet our selection criteria and/or by removing companies that may have experienced change, such as an acquisition, or no longer fit our selection criteria. In 2023, the Committee, through its consultant, conducted a review of the peer companies and concluded that, for 2023, the peer group should be adjusted as set forth above. Specifically, (i) four companies (Chart Industries, Inc., EnPro Industries, Inc., ITT, Inc. and Zurn Elkay Water Solutions Corporation) were added to the peer group, (ii) two companies (Lincoln Electric Holdings, Inc. and MKS Instruments, Inc.) were removed from the peer group because their annual revenues no longer fit the Company’s selection criteria outlined above, and (iii) two companies (Donaldson Company, Inc. and Waters Corporation) were removed from the peer group to maintain a desired peer group size profile. Once the peer group has been established each year, the Committee’s consultant conducts an analysis of the most recent proxy disclosures for the peer group companies in order to understand the compensation ranges for base salary, and the annual and long-term incentives provided to the peer group named executive officers. In addition, regression analysis is applied to data from compensation surveys conducted by Willis Towers Watson representing nearly 1,000 general industry companies. The Committee believes that the combination of these comprehensive data sources allows it to understand the market compensation ranges for both the Named Officers and other key executives based on the duties and responsibilities of each position and to determine the level of compensation needed to target the middle (50th percentile) of the market. The market compensation data is further used to develop a market compensation structure which includes salary grades with midpoints. Each U.S. based executive is assigned to a salary grade where the midpoint of the grade approximates the median (50th percentile) of the market salary level for that position. Each salary grade has a salary range around the midpoint and has corresponding annual and long-term incentive award opportunities that are percentages of the midpoint, and which also align to market-based values. In assigning an executive to a salary grade, the Committee also considers internal factors that may, in a limited number of instances, impact the grade assignment of an executive. In addition to the market data, the Committee considers the following factors when making compensation decisions:

  53. DETERMINATION OF EXECUTIVE COMPENSATION AMOUNTS

    DETERMINATION OF EXECUTIVE COMPENSATION AMOUNTS Fixed Cash Base Salary. The Company provides executives with a base salary in order to attract and retain talent. Base salary is designed to be competitive with other organizations and is sensitive to the skill level, responsibility and experience of the executive. Base salary for each executive is determined through our external benchmarking process and an internal comparison to other executives at the Company to ensure internal equity. Base salary levels are targeted to the market median, although the Committee considers base salary levels that fall within plus or minus 10% of the market median to be competitive. Base salary adjustments are considered and are affected by each executive’s individual performance assessment based on a rigorous performance review process. This individual process details an executive’s annual accomplishments compared to performance expectations established at the outset of each year and assesses the individual’s behaviors used to achieve the performance level. The CEO develops and recommends to the Committee annual base salary adjustments for each executive primarily by evaluating the value and impact that each executive has had on the Company’s performance during the year. The Committee performs a similar comprehensive evaluation of the CEO’s performance against predetermined annual operational and strategic goals previously approved by the independent directors of the Board and determines a recommended annual base salary increase based on the outcome of this evaluation. This salary recommendation is then also approved by the independent directors of the Board. At its February 2024 meeting, the Committee approved salary increases ranging from 0% to 6% for the Named Officers employed on the date of the meeting. Following these adjustments, salary levels were positioned as follows relative to the market median targeted level: Mr. Vartanian, 10% above median; Mr. McChesney, 1% above median; Mr. Blanco 4% below median; and Ms. Sciullo, 3% below median. Performance-Based Annual Cash Incentive. The Company provided executives with an annual cash incentive during 2023 based on the MSA Executive Incentive Plan (EIP), which directly rewards the accomplishment of key corporate goals. Additionally, executives, including the CEO, are eligible for a program known as the “Enhanced Bonus” that rewards participants only when the Company’s actual consolidated net income exceeds pre-set board-approved targets. Under the Enhanced Bonus feature, annual incentive awards earned under the EIP, which are each limited to a maximum payout of 150% of target, may be increased from 0% to 50% if the Company’s consolidated net income exceeds the target. The enhancement is interpolated at performance levels between target and 125% of target. For each 1% increase in actual consolidated net income above target, earned awards under the EIP are increased by 2%. For example, at performance of 105% of net income target, the incentive is increased by 10%. The incentive is increased by 50% if the Company exceeds the net income target by 25% or more, and the total bonus opportunity is capped at 200% of target. The Committee believes that the increased performance leverage that the Enhanced Bonus is designed to provide is in the best interests of our shareholders by motivating our senior management to exceed bottom line profitability targets in addition to important Company performance metrics. The following chart illustrates how the enhanced bonus feature rewards performance that exceeds targets under the EIP, thereby assuring that executive reward is aligned to shareholder value. The “Example of Highly Leveraged Plan” in the chart is based upon Pay Governance, LLC research.

  54. DETERMINATION OF EXECUTIVE COMPENSATION AMOUNTS

    Under the EIP, the target incentive opportunity (paid for achieving target performance) for each Named Officer is aligned with the executive’s salary midpoint which approximates the market median as determined through our external benchmarking process, although the Committee generally considers target incentive opportunities between plus or minus five percentage points of the market median to be competitive. If actual performance drops below a predefined performance threshold, payout drops to zero. In calculating financial results for purposes of determining annual cash incentive performance, the Company may also adjust results to account for one-time and unplanned events, such as foreign currency impacts, corporate restructuring expense, costs related to acquisitions or divestitures, gains or losses related to dispositions or divestitures, pension-related income and expense, third-party interest expense and income, and other items. These adjustments facilitate decisions being made in the best interests of the Company without consideration of certain compensation-related impacts that might otherwise occur. For example, in 2023 the Company completed its divestiture of a subsidiary holding legacy product liabilities. The 2023 annual cash incentive calculation included an adjustment to exclude the impact of expenses associated with completing the divestiture, reduced by an offsetting favorable variance in product liability expense. The following table shows the target bonus percent and dollar amount of incentive that would be earned if actual performance for 2023 was equal to targeted performance:

  55. 2023 TARGET CASH INCENTIVE AWARD

    2023 TARGET CASH INCENTIVE AWARD

  56. 2023 TARGET CASH INCENTIVE AWARD

    | | Percent of Salary Midpoint(1) | EIP Target Award(2) | | Nishan J. Vartanian | 110% | $1,103,080 | | Lee B. McChesney | 75% | $393,905 | | Steven C. Blanco (3) | 80% | $409,651 | | Bob W. Leenen (4) | 65% | $431,225 | | Stephanie L. Sciullo (3) | 65% | $315,004 |

  57. 2023 TARGET CASH INCENTIVE AWARD

    | (1) Reflects the percentage of the Named Officers’ salary midpoint which is shown as of December 31, 2023. |

  58. 2023 TARGET CASH INCENTIVE AWARD

    | (2) EIP target award is the amount that would be paid to the executive assuming all Company and individual performance goals are met per that executive’s performance metrics based upon targets and midpoints as of December 31, 2023. |

  59. 2023 TARGET CASH INCENTIVE AWARD

    | (3) Mr. Blanco and Ms. Sciullo each received mid-year promotions, which resulted in mid-year increases of both target percentage and salary midpoint. The EIP Target Award amount is prorated to reflect the effective dates of those changes. |

  60. 2023 TARGET CASH INCENTIVE AWARD

    | (4) EIP Target Award for non-U.S. based executive Mr. Leenen is converted to USD using the December 29, 2023 exchange rate of 1 CHF = 1.18858 USD. |

  61. 2023 TARGET CASH INCENTIVE AWARD

    Actual EIP award payments are based primarily on the achievement of a variety of Company financial and non-financial goals, including goals established for ESG. In 2023, the Committee approved an ESG scorecard pursuant to which the achievement of established goals would enable the Named Officers and certain other executives to receive up to a 5% modifier (plus or minus) to their annual cash incentive. ESG scorecard goals included environmental, social and program governance elements intended to drive the Company’s continued enhancement of ESG activities. Actual EIP award payments for the CEO for 2023 were based 30% on achievement of consolidated net sales, 30% on consolidated EBITDA Margin Percentage, 30% on achievement of consolidated working capital as a percentage of sales and 10% on consolidated adjusted gross profit margin, all relative to predetermined goals established and approved by the Committee. The Committee also recommends for Board approval annual operational and strategic goals for the CEO. Actual awards paid for 2023 performance are included in the Summary Compensation Table on page 37 under the column Non-Equity Incentive Plan Compensation. Award opportunities for each Named Officer under the combined plans for 2023 at threshold, target and maximum are included in the Grants of Plan-Based Awards table on page 38 under the columns Estimated Possible Payouts Under Non-Equity Incentive Plan Awards. For the CEO and the other Named Officers, the Committee and, in the case of the CEO, independent directors of the Board, approved the following performance targets:

  62. PERFORMANCE TARGETS FOR ANNUAL CASH INCENTIVE

    PERFORMANCE TARGETS FOR ANNUAL CASH INCENTIVE

  63. PERFORMANCE TARGETS FOR ANNUAL CASH INCENTIVE

    | Bonus results applicable to all Named Executive Officers (Dollars in thousands) | | | | | | | | | 2023 Actual Performance | Pre-Established 2023 Incentive Goals | | | | Performance Measure | Weighting | | Threshold | Target | Maximum | | Consolidated Net Sales | 30% | $1,772,091 | $1,364,312 | $1,605,073 | $1,845,834 | | Consolidated EBITDA Margin (%) | 30% | 25.46% | 18.22% | 22.78% | 27.34% | | Consolidated Working Capital as a % of Net Sales | 30% | 26.10% | 36.00% | 30.00% | 24.00% | | Consolidated Adjusted Gross Profit Margin (%) | 10% | 48.13% | 44.68% | 45.38% | 46.08% | | Note: As a result of 2023 performance, 134% of the 2023 target incentive was earned. Along with the achievement of the Enhanced Bonus described on page 28 above the maximum value, 200%, of target incentive was earned for 2023. The 2023 ESG scorecard goal was achieved, but as the maximum incentive payout of 200% was already earned, the ESG scorecard did not result in an additional 5% modifier. No personal performance modifiers were applied in 2023. | | | | | |

  64. PERFORMANCE TARGETS FOR ANNUAL CASH INCENTIVE

    | | COMPENSATION DISCUSSION AND ANALYSIS | | 30 | |

  65. PERFORMANCE TARGETS FOR ANNUAL CASH INCENTIVE

    The Committee believes that the selected measures above are the best indicators of performance produced as a result of our executives’ efforts. Long-Term Incentive Compensation. Our long-term incentive program represents a significant portion of an executive’s total compensation package. Awards under this program are considered “at risk,” which means they can increase or decrease in value based on fluctuations in our stock price. In selecting the appropriate long-term incentive vehicles, the Committee made its decisions based on its desire to reward for long-term stock price appreciation, to promote loyalty and tenure with the Company and to increase executives’ alignment with shareholders. Performance-based stock units and time-vesting restricted stock units were chosen to meet these attributes. These awards were granted under the shareholder approved Amended and Restated 2016 Management Equity Incentive Plan. In 2023 the mix was 100% performance stock units for officers who were eligible for the MSA Supplemental Pension Plan, have reached retirement eligibility and have achieved their ownership guidelines. This particular mix of awards positions these retirement-eligible officers to have more equity “at risk” and provides better alignment to performance. For officers who are eligible for the MSA Supplemental Pension Plan and have achieved their ownership guideline but have not yet reached retirement eligibility, and for officers who have reached retirement eligibility but have not yet reached their ownership guideline, the mix is 80% performance stock units and 20% time-vesting restricted stock units. For other officers who are not eligible for the MSA Supplemental Pension Plan, the mix is 70% performance stock units and 30% time-vesting restricted stock units, recognizing the need to have a greater portion of equity compensation delivered in restricted stock units that are based solely upon time vesting. The following table illustrates the calculation and allocation of the long-term incentive compensation. This table and the Grants of Plan-Based Awards table use the amounts computed in accordance with FASB ASC Topic 718.

  66. LONG TERM INCENTIVE COMPENSATION

    LONG TERM INCENTIVE COMPENSATION

  67. LONG TERM INCENTIVE COMPENSATION

    | | Allocated To | | | | | | | | 2023 Salary Midpoint(1) (1) | 2023 Stock Multiplier(2) (2) | Restricted Stock Units (3) | Performance Stock Units (4) | Restricted Stock Units Award Value(3) (1) x (3) | Performance Stock Units Award Value(4) (1) x (4) | | Nishan J. Vartanian | $1,002,800 | 450% | 0% | 450% | $0 | $4,512,600 | | Lee B. McChesney | $525,206 | 215% | 64.5% | 150.5% | $338,758 | $790,435 | | Steven C. Blanco | $477,376 | 170% | 34% | 136% | $162,308 | $649,231 | | Bob W. Leenen (5) | $575,021 | 85% | 25.5% | 59.5% | $146,630 | $342,137 | | Stephanie L. Sciullo | $477,376 | 135% | 40.5% | 94.5% | $193,337 | $451,120 |

  68. LONG TERM INCENTIVE COMPENSATION

    | (1) Reflects salary midpoint for U.S. based Named Officers at the time of the award in February 2023. The target awards shown above reflect 2023 midpoints at the time of grant. |

  69. LONG TERM INCENTIVE COMPENSATION

    | (2) Stock multiplier is the plan percentage effective in February 2023. Columns 3 and 4 percentages reflect the split of the stock multiplier into restricted stock units and performance stock units in accordance with the discussion above. |

  70. LONG TERM INCENTIVE COMPENSATION

    | (3) Actual Restricted Stock Units awarded = Restricted Stock Units Award Value divided by the closing stock price on the date of the award. Actual amount may vary due to rounding to nearest share value. |

  71. LONG TERM INCENTIVE COMPENSATION

    | (4) Actual Performance Stock Units awarded = Performance Stock Units Award Value divided by the closing stock price on the date of the award. Actual amount may vary due to rounding to nearest share value. Amounts shown in this column may differ from amounts shown in the compensation tables contained in this proxy statement due to differences in the method of calculating fair market value in compensation tables in accordance with FASB ASC Topic 718. |

  72. LONG TERM INCENTIVE COMPENSATION

    | (5) Reflects actual salary converted to USD for Mr. Leenen, who was a non-U.S. based Named Officer in 2023 but left the company on February 9, 2024. The target awards shown above reflect Mr. Leenen’s salary at the time of grant. |

  73. LONG TERM INCENTIVE COMPENSATION

    NOTE: A stock multiplier is the percentage of the U.S. based Named Officer’s salary midpoint, or the non-U.S. based Named Officer’s actual salary, that is awarded in annual equity grants as long-term incentives. Stock multipliers are market based and determined with the assistance of the Committee’s outside compensation consultant. Long-term incentive opportunities are developed for each executive based on the market median. While the Committee reviews these long-term incentive opportunities annually, it typically only adjusts the individual opportunities periodically as market median long-term incentive data tends to be volatile, increasing or decreasing for certain positions more frequently than salary or annual incentive data. Performance Stock Units. The Company uses this type of equity grant to incentivize the achievement of one or more specific goals promoting long-term shareholder value. At the date of grant, a target number of shares is established based on the share value at the time of the award and present dollar value of the compensation intended to be delivered. The number of shares awarded at the end of the performance period ultimately varies based on the achievement of corporate goals. Even if performance conditions are met, the performance stock units will not vest until the completion of a time-vesting period is achieved that requires the recipient to remain employed by the Company (generally three years from the grant). The value assigned to performance stock units is the fair market value of the shares of Common Stock to which such performance stock units relate on the date of grant, and the recipient is charged with income for federal income tax purposes in the year of delivery of the shares at the market value as of the date of delivery, which is generally upon vesting. The target number of shares will be earned if the target performance goals are met. If “excellence” goals are met, the number of shares earned will be doubled. If only the minimum “threshold” performance is achieved, one half of the target number of shares will be earned. If performance is below

  74. LONG TERM INCENTIVE COMPENSATION

    | COMPENSATION DISCUSSION AND ANALYSIS | | | | 31 |

  75. LONG TERM INCENTIVE COMPENSATION

    “threshold,” the award will be forfeited. There are no shares issued until the performance goals have been met and the time-vesting period has been achieved. Therefore, there are no dividend rights or voting rights associated with this form of long-term incentive until the shares are actually issued. For 2021, 2022 and 2023 grants, the long-term performance stock unit incentive award included two internal financial metrics to measure performance, with the final results modified based on TSR as compared to a peer group. For all three grants, the internal financial metrics were based on Adjusted EBITDA Margin percentage (weighted at 50%) and Revenue Growth (weighted at 50%). The use of the TSR modifier is intended to align officer and other key executives’ rewards with changing shareholder value. Adjusted EBITDA Margin percentage and Revenue Growth will be adjusted based on pre-determined items. For the 2022 grant, 25% of the target performance was achieved in year one; 12.5% of target performance resulted from revenue being achieved at 98% or higher as compared to the 2022 revenue plan and 12.5% of target performance resulted from EBITDA margin being 98% or higher as compared to the EBITDA margin plan. An additional 25% of the target performance was achieved in year two; an additional 12.5% of target performance resulted from revenue being achieved at 98% or higher as compared to the cumulative 2022-2023 revenue plan, and an additional 12.5% of target performance resulted from EBITDA margin being 98% or higher of the EBITDA margin plan. For the 2023 grant, 25% of the target performance was achieved in year one; 12.5% of target performance resulted from revenue being achieved at 98% or higher as compared to the 2022 revenue plan and 12.5% of target performance resulted from EBITDA margin being 98% or higher as compared to the EBITDA margin plan. Up to an additional 25% of the target performance may be achieved in year two; an additional 12.5% of target performance will be achieved if revenue is achieved at 98% or higher as compared to the cumulative 2022-2023 revenue plan, and an additional 12.5% of target performance will be achieved if EBITDA margin is 98% or higher of the EBITDA margin plan. Final performance for the 2021, 2022 and 2023 grants are calculated as of the end of their respective year three and will reflect shares already earned in years one and two. Shares earned in years one and two will not be forfeited in the case of any failure to meet performance targets for the full three-year period. Results between threshold and target, and between target and excellence, will be interpolated; however, when calculating performance vesting on an interim basis for the awards, no interpolation will be used. Any number of shares which are determined to be awarded will be further adjusted by the TSR modifier described below. For 2021 and 2022 grants, if MSA’s percentile ranking for TSR versus the peer group is at the 40th percentile to the 60th percentile, the TSR modifier will be 1.0. The TSR modifier for a ranking greater than the 60th percentile but less than the 75th percentile will be 1.10. The TSR modifier for a ranking at the 75th percentile or above will be 1.20. The TSR modifier for a ranking greater than the 25th percentile but less than the 40th percentile will be 0.90. The TSR modifier for a ranking at the 25th percentile or below will be 0.80. For the 2023 grant, if MSA’s percentile ranking for TSR versus the peer group is at the 40th percentile to the 60th percentile, the TSR modifier will be 1.0. The TSR modifier for a ranking greater than the 60th percentile but less than the 75th percentile will be 1.05. The TSR modifier for a ranking at the 75th percentile or above will be 1.10. The TSR modifier for a ranking greater than the 25th percentile but less than the 40th percentile will be 0.95. The TSR modifier for a ranking at the 25th percentile or below will be 0.90. At the end of the three-year period, the 2021 grant performed above target but below the excellence level against the EBITDA Margin percentage goal, at the excellence level against the Revenue Growth goal, and had relative TSR performance in the 50th percentile, resulting in a multiplier of 1.0, which resulted in a total payout of 174% of target. The shares related to the 2022 and 2023 annual performance stock unit grants will vest on March 8, 2025 and March 8, 2026, respectively, and are subject to determination by the Compensation Committee of the actual performance achieved. The 2022 grant achieved 50% of target performance through year two of the award. The 2023 grant achieved 25% of target performance in year one of the performance period. Time-Vesting Restricted Stock Units. The Committee selected time-vesting restricted stock units in order to create and encourage an ownership culture and to serve as a retention tool. Restricted stock units vest 100% on or about the third anniversary following the date of grant. The value assigned to restricted stock units is the fair market value of the shares of Common Stock to which such restricted stock units relate on the date of grant, and the recipient is charged with income for federal income tax purposes in the year of vesting at the market value as of the date that the restrictions lapse. The restricted units do not include voting rights or the right to dividends or dividend equivalents during the period prior to vesting.

  76. ADDITIONAL CONSIDERATIONS RELATING TO THE CEO

    ADDITIONAL CONSIDERATIONS RELATING TO THE CEO In 2023, Mr. Vartanian’s base pay was adjusted by amounts which conform to the Company’s merit increase guidelines for U.S. payroll. The increase for 2023 in Mr. Vartanian’s salary was 9%. As shown in the Summary Compensation Table on page 37, in 2023 Mr. Vartanian earned total compensation of $10,008,650. This consisted of his salary ($982,100), stock awards ($4,436,381), annual cash incentive compensation ($2,206,160), an increase in his pension value ($2,253,731), and other compensation ($130,279). The increase in his total compensation in 2023 was attributable primarily to the increase in his pension value, along with an increase in his annual cash incentive compensation over the amount earned in 2022, due to above-plan 2023 performance for the Company (see Performance Targets for Annual Cash Incentive on page 29) and achievement of an enhanced bonus as described on page 28 due to the Company’s above-plan performance against its net income target. The change in Mr. Vartanian’s pension value results in a substantial fluctuation due to his lengthy years of service with the Company combined with his tenure as Chief Executive Officer. Mr. Vartanian’s 2023 total compensation was approximately 85% performance-based (see Percent of Compensation at Risk Table on page 26). The Committee provided Mr. Vartanian’s long-term incentive compensation solely in the form of performance stock unit awards in 2023, and he received no time-vesting restricted stock unit awards. This is in contrast to our other Named Officers, who each received a combination of performance-based and time-vesting stock awards in 2023. See the discussion of Long-Term Incentive Compensation on page 30.

  77. ADDITIONAL CONSIDERATIONS RELATING TO THE CEO

    | 1. | Expected value method: this method considered the grant date fair value of equity awards and is the same value as stated in our proxy statement Summary Compensation Table. |

  78. ADDITIONAL CONSIDERATIONS RELATING TO THE CEO

    | 2. | Realizable compensation method: this method examines the aggregate value of previously granted equity awards at a point in time, including: |

  79. ADDITIONAL CONSIDERATIONS RELATING TO THE CEO

    | a. | the in-the-money intrinsic value of stock option grants made during the period, |

  80. ADDITIONAL CONSIDERATIONS RELATING TO THE CEO

    | b. | the end-of-period value of restricted stock grants made during the period, and |

  81. ADDITIONAL CONSIDERATIONS RELATING TO THE CEO

    | c. | for performance awards, the actual payouts for awards beginning and ending during the three-year performance period and the end of period estimated payout for unvested awards granted during the three-year performance period ended December 31, 2022. |

  82. 2022 CEO Actual Annual Cash Incentive Earned Relative to Peers versus 2022 Composite Performance Relative to Peers

    2022 CEO Actual Annual Cash Incentive Earned Relative to Peers versus 2022 Composite Performance Relative to Peers This analysis compares our CEO’s 2022 actual bonus earned (and paid in early 2023) to the composite performance metrics, which are a collection of metrics used in our incentive arrangements. Both the CEO’s bonus information and the composite performance results were compared to the same data of our peers and considered on a percentile rank basis. The Committee concluded that the CEO’s annual incentive payment, when evaluated in terms of absolute dollar value, was reasonably aligned with the relative performance of the Company.

  83. 2022 CEO Actual Annual Cash Incentive Earned Relative to Peers versus 2022 Composite Performance Relative to Peers

    | 2022 CEO ACTUAL BONUS PAYMENT | BONUS RELATIVE TO PEERS | PERFORMANCE RELATIVE TO PEERS | ALIGNMENT OF BONUS AND PERFORMANCE | | Bonus Earned (Dollar Value) | 44th Percentile | 43rd Percentile | Reasonable |

  84. 2022 CEO Actual Annual Cash Incentive Earned Relative to Peers versus 2022 Composite Performance Relative to Peers

    | COMPENSATION DISCUSSION AND ANALYSIS | | | | 33 |

  85. CEO Realizable Compensation as a Percent of Expected Value Relative to Company TSR Performance

    | (1) Target TDC at Grant includes for each particular year the CEO’s base salary, target bonus and the grant date fair value of equity awards granted. |

  86. CEO Realizable Compensation as a Percent of Expected Value Relative to Company TSR Performance

    | (2) Realizable value includes for each particular year the CEO’s base salary, actual bonus earned and the realizable value of equity awards granted during that particular year using our December 31, 2023 closing stock price. See page 31 for a more detailed description of realizable value for long-term incentive awards. |

  87. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table shows the compensation for 2023, 2022, and 2021 of the Company’s principal executive officer, the Company’s principal financial officer, and the other three executive officers of the Company as of December 31, 2023, with the highest total compensation for 2023 (collectively, the “Named Officers”):

  88. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary | Stock Awards(1) | Stock Option Awards(2) | Non-Equity Incentive Plan Compensation(3) | Change in Pension Value(4) | All Other Compensation(5) | Total | | Nishan J. Vartanian | 2023 | $982,100 | $4,436,381 | $— | $2,206,160 | $2,253,731 | $130,279 | $10,008,650 | | Chairman and Chief Executive Officer | 2022 | $908,923 | $3,919,131 | $— | $1,228,310 | $— | $112,504 | $6,168,869 | | | 2021 | $863,062 | $3,488,075 | $— | $963,683 | $1,381,941 | $97,259 | $6,794,020 | | Lee B. McChesney(6) | 2023 | $536,813 | $1,115,773 | $— | $787,809 | $24,667 | $113,748 | $2,578,810 | | Senior Vice President and Chief Financial Officer | 2022 | $111,058 | $ — | $— | $97,900 | $5,149 | $3,779 | $217,886 | | | 2021 | $ — | $ — | $— | $— | $— | $ — | $— | | Steven C. Blanco | 2023 | $530,405 | $1,050,498 | $— | $819,301 | $249,295 | $77,063 | $2,726,562 | | President and Chief Operating Officer | 2022 | $485,094 | $788,572 | $— | $455,215 | $— | $48,142 | $1,777,023 | | | 2021 | $450,041 | $674,960 | $— | $333,143 | $134,081 | $38,550 | $1,630,775 | | Bob W. Leenen | 2023 | $655,525 | $483,097 | $— | $862,449 | $231,163 | $41,304 | $2,273,538 | | Former Senior Vice President and | 2022 | $568,933 | $419,701 | $— | $382,856 | $281,401 | $40,856 | $1,693,747 | | President MSA International | 2021 | $521,135 | $360,597 | $— | $357,017 | $174,123 | $40,923 | $1,453,795 | | Stephanie L. Sciullo | 2023 | $481,019 | $636,905 | $— | $630,008 | $28,998 | $70,752 | $1,847,682 | | Senior Vice President and | 2022 | $414,112 | $1,497,888 | $— | $331,156 | $— | $53,051 | $2,296,208 | | President MSA Americas | 2021 | $362,986 | $429,739 | $— | $272,707 | $7,337 | $51,152 | $1,123,921 |

  89. SUMMARY COMPENSATION TABLE

    | (1) Represents the aggregate grant date fair value of the restricted stock unit awards and performance stock unit awards computed in accordance with FASB ASC Topic 718. For the performance stock unit awards, the amounts disclosed in the table are based upon the target amount of shares granted. If maximum share payouts were achieved for such units, the aggregate grant date fair value for such units would be twice the amount disclosed in each year in the table related to such performance stock units. In the event of such maximum payouts the totals in the stock awards column would be: (i) for 2023, $9,760,037 for Mr. Vartanian, $2,048,245 for Mr. McChesney, $1,816,384 for Mr. Blanco, $886,785 for Mr. Leenen and $1,169,160 for Ms. Sciullo, (ii) for 2022, $9,405,915 for Mr. Vartanian, $1,678,375 for Mr. Blanco, $835,652 for Mr. Leenen and $1,991,441 for Ms. Sciullo, and (iii) for 2021, $8,678,046 for Mr. Vartanian, $1,478,107 for Mr. Blanco, $718,307 for Mr. Leenen and $856,018 for Ms. Sciullo. |

  90. SUMMARY COMPENSATION TABLE

    | (2) Represents the aggregate grant date fair value of the stock option awards, computed in accordance with FASB ASC Topic 718. |

  91. SUMMARY COMPENSATION TABLE

    | (3) Represents the aggregate amount of incentive awards earned by the Named Officer under the Executive Incentive Plan and the Enhanced Bonus for all such years. See “Performance-Based Annual Cash Incentive” in the Compensation Discussion and Analysis above. |

  92. SUMMARY COMPENSATION TABLE

    | (4) Represents the amount of the aggregate increase for 2023 in the actuarial present value of the Named Officer’s accumulated benefits under the defined benefit retirement plans described under “Pension Benefits” below. Pension benefits are not available to the executive in a lump-sum present value form. Changes in the interest rate or the mortality rates used to calculate present values can cause wide fluctuations in the “change in Pension value” even though there has been no change to the way the annuity benefits are calculated or any increase or decrease in benefits payable to participants. The reported value of any net decreases must be reported as $0, as negative values may not be applied. In the case of Mr. Vartanian, the change in pension value results in a substantial fluctuation because it incorporates increased pensionable earnings over the five-year period from 2019 through 2023 during which he served as CEO for each full year during the period. |

  93. SUMMARY COMPENSATION TABLE

    | | COMPENSATION TABLES | | 38 | |

  94. SUMMARY COMPENSATION TABLE

    | (5) The following table describes the 2023 amounts included under “All Other Compensation:” |

  95. SUMMARY COMPENSATION TABLE

    | Name | Perquisites and personal benefits (A) | Company Contributions to defined contribution plans | Insurance premiums | Other | Total | | Nishan J. Vartanian | $19,758 | $110,520 | $— | $— | $130,279 | | Lee B. McChesney | $100,273 | $13,475 | $— | $— | $113,748 | | Steven C. Blanco | $39,541 | $37,521 | $— | $— | $77,063 | | Bob W. Leenen | $41,304 | $ — | $— | $— | $41,304 | | Stephanie L. Sciullo | $30,143 | $40,609 | $— | $— | $70,752 |

  96. SUMMARY COMPENSATION TABLE

    | (A) The amounts for all persons consist of either the cost of the personal use of a Company vehicle or a vehicle allowance, and tax and investment assistance. For Mr. Vartanian, Mr. Blanco and Ms. Sciullo, the amount also includes costs of an executive physical. For Mr. Vartanian, Mr. McChesney, Mr. Blanco and Ms. Sciullo, the amounts also include club memberships. The amount for Mr. Leenen also consists of the cost of meal vouchers. The amount for Mr. McChesney also includes the cost of relocation assistance. |

  97. SUMMARY COMPENSATION TABLE

    | (6) Mr. McChesney was not employed by the company in 2021 and thus was not a Named Officer. |

  98. SUMMARY COMPENSATION TABLE

    | (7) Mr. Leenen was reimbursed in 2023 for Financial and Tax Assistance expenses incurred in 2020 and 2021; “All Other Compensation” for those years has been updated to reflect those amounts. |

  99. 2023 GRANT OF PLAN BASED AWARDS

    2023 GRANT OF PLAN BASED AWARDS The following table shows the grants of plan-based awards made to the Named Officers in 2023:

  100. 2023 GRANT OF PLAN BASED AWARDS

    | Name | Grant date | Estimated possible payouts under non-equity incentive plan awards(1) | | | Estimated possible payouts under equity incentive plan awards(2) | | | Stock and Stock Unit Awards(3) | | | | | Threshold | Target | Maximum | Threshold | Target | Maximum | Number of Shares or Units | Grant Date Fair Value | | Nishan J. Vartanian | 2/21/2023 | $551,540 | $1,103,080 | $2,206,160 | $2,218,190 | $4,436,381 | $9,760,037 | — | $— | | Lee B. McChesney | 2/21/2023 | $196,953 | $393,905 | $787,810 | $388,530 | $777,060 | $1,709,532 | 2,533 | $338,713 | | Steven C. Blanco | 2/21/2023 | $204,826 | $409,651 | $819,301 | $319,119 | $638,238 | $1,404,124 | 1,214 | $162,336 | | Steven C. Blanco(4) | 6/12/2023 | $— | $— | $— | $— | $— | $— | 1,612 | $249,924 | | Bob W. Leenen | 2/21/2023 | $215,613 | $431,225 | $862,449 | $168,203 | $336,406 | $740,094 | 1,097 | $146,691 | | Stephanie L. Sciullo | 2/21/2023 | $157,502 | $315,004 | $630,008 | $221,773 | $443,546 | $975,801 | 1,446 | $193,359 |

  101. 2023 GRANT OF PLAN BASED AWARDS

    | (1) Represents the amounts which could have been earned by the Named Officer through 2023 performance at the threshold, target and maximum levels under the annual incentive plans described under “Performance-Based Annual Cash Incentive” in the Compensation Discussion and Analysis above. The actual amounts earned are shown in the “Non-equity incentive plan compensation” column in the Summary Compensation Table above. |

  102. 2023 GRANT OF PLAN BASED AWARDS

    | (2) Represents the amount that could be earned by the Named Officer at the threshold, target and maximum levels of shares to be issued with respect to the performance stock units granted to the Named Officer under the Company’s Amended and Restated 2016 Management Equity Incentive Plan. The performance period runs through December 31, 2025. The amounts shown are based upon the ASC 718 value of the applicable number of shares of the Company’s Common Stock. |

  103. 2023 GRANT OF PLAN BASED AWARDS

    | (3) Except as described in footnote (4) below, represents time-vesting restricted stock unit awards granted to each Named Officer in 2023 under the Company’s Amended and Restated 2016 Management Equity Incentive Plan. To earn the award, the officer must remain employed by the Company or a subsidiary through a date which is approximately the third anniversary of the grant date. Restricted stock units will also vest earlier upon a change in control and the grantee’s subsequent separation from service or if the grantee’s employment terminates due to death, disability or retirement under a Company retirement plan. |

  104. 2023 GRANT OF PLAN BASED AWARDS

    | (4) Represents time-vesting restricted stock unit awards granted to Mr. Blanco under the Company’s Amended and Restated 2023 Management Equity Incentive Plan in connection with his promotion to President and Chief Operating Officer. To earn the award, Mr. Blanco must remain employed by the Company or a subsidiary through the third anniversary of the grant date. Restricted stock units will also vest earlier upon a change in control and the grantee’s subsequent separation from service or if the grantee’s employment terminates due to death, disability or retirement under a Company retirement plan. |

  105. 2023 GRANT OF PLAN BASED AWARDS

    | COMPENSATION TABLES | | | | 39 |

  106. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END The following table shows the outstanding equity awards held by the Named Officers at December 31, 2023:

  107. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    | Name | Option Awards | | | | | Stock Awards | | | Performance Awards | | | | | Number exercisable | Number un-exercisable | Date exercisable | Option exercise price | Expiration date | Number of shares or stock units that have not vested | Vesting date | Market value of shares or stock units that have not vested(1) | Number of shares or stock units awarded that have not vested | Vesting date(2) | Market value of shares or stock units that have not vested(1) | | Nishan J. Vartanian | — | — | — | $— | — | — | — | $— | 20,371 | 3/8/2024 | $3,439,236 | | | — | — | — | $— | — | — | — | $— | 27,292 | 3/8/2025 | $4,607,708 | | | — | — | — | $— | — | — | — | $— | 33,747 | 3/8/2026 | $5,697,506 | | Lee B. McChesney | — | — | — | $— | — | 2,533 | 3/8/2026 | $427,646 | 5,911 | 3/8/2026 | $997,954 | | Steven C. Blanco | — | — | — | $— | — | 788 | 3/8/2024 | $133,038 | 3,153 | 3/8/2024 | $532,321 | | | — | — | — | $— | — | 1,107 | 3/8/2025 | $186,895 | 4,426 | 3/8/2025 | $747,242 | | | — | — | — | $— | — | 1,214 | 3/8/2026 | $204,960 | 4,855 | 3/8/2026 | $819,670 | | | — | — | — | $— | — | 1,612 | 6/12/2026 | $272,154 | — | — | $— | | Bob W. Leenen | — | — | — | $— | — | 702 | 3/8/2024 | $118,519 | 1,404 | 3/8/2024 | $237,037 | | | — | — | — | $— | — | 887 | 3/8/2025 | $149,752 | 2,069 | 3/8/2025 | $349,309 | | | — | — | — | $— | — | 1,097 | 3/8/2026 | $185,207 | 2,559 | 3/8/2026 | $432,036 | | Stephanie L. Sciullo | — | — | — | $— | — | 837 | 3/8/2024 | $141,311 | 1,673 | 3/8/2024 | $282,453 | | | — | — | — | $— | — | 1,052 | 3/8/2025 | $177,609 | 2,455 | 3/8/2025 | $414,478 | | | — | — | — | $— | — | 8,503 | 9/1/2025 | $1,435,561 | — | — | $— | | | — | — | — | $— | — | 1,446 | 3/8/2026 | $244,128 | 3,374 | 3/8/2026 | $569,632 |

  108. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    | (1) Based on the $168.83 closing price for the Company’s Common Stock on December 29, 2023. |

  109. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    | (2) The final vesting date of these performance stock units will be on March 8 of the third year after the units were awarded, provided that the Compensation Committee determines whether, and to what extent, the performance requirements related to the awards have been met, subject, as to the awards shown in the table as vesting on March 8, 2025 and March 8, 2026, to the earlier vesting of the performance conditions of a percentage of the awards if applicable annual performance tests are met, in which case the final (time-based) vesting date for such percentage of awards will be March 8, 2025 and March 8, 2026, respectively, in all cases if the employee remains employed by the Company at the applicable March 8 date. |

  110. 2023 OPTION EXERCISES AND STOCK VESTED

    2023 OPTION EXERCISES AND STOCK VESTED The following table shows the stock options exercised by the Named Officers and the restricted stock unit awards vested for the Named Officers during 2023:

  111. 2023 OPTION EXERCISES 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) | | Nishan J. Vartanian | — | $— | 25,817 | $3,558,357 | | Lee B. McChesney | — | $— | — | $ — | | Steven C. Blanco | — | $— | 4,736 | $652,763 | | Bob W. Leenen | — | $— | 2,031 | $279,933 | | Stephanie L. Sciullo | — | $— | 3,098 | $426,997 |

  112. 2023 OPTION EXERCISES AND STOCK VESTED

    | (1) Represents the difference between the market value on the date of exercise of the shares acquired and the option exercise price. |

  113. 2023 OPTION EXERCISES AND STOCK VESTED

    | (2) Represents the market value of the restricted stock units on the vesting date. Includes time-vesting restricted stock unit awards and the vesting of time-vesting restricted stock units derived from performance stock units that have met performance tests. |

  114. 2023 OPTION EXERCISES AND STOCK VESTED

    | | COMPENSATION TABLES | | 40 | |

  115. 2023 PENSION BENEFITS

    2023 PENSION BENEFITS The following table provides information concerning the value of the Named Officers’ accumulated benefits under the Company’s defined benefit retirement plans as of December 31, 2023:

  116. 2023 PENSION BENEFITS

    | Name | Plan | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) | | Nishan J. Vartanian | MSA Pension Plan | 38.5 | $1,447,983 | $— | | | MSA Supplemental Pension Plan | 38.5 | $8,897,936 | $— | | Lee B. McChesney | MSA Pension Plan | 1.2 | $29,816 | $— | | | MSA Supplemental Pension Plan | — | $ — | $— | | Steven C. Blanco | MSA Pension Plan | 11.7 | $313,639 | $— | | | MSA Supplemental Pension Plan | 11.7 | $684,306 | $— | | Bob W. Leenen(1) | MSA Pension Plan | 9.2 | $1,399,118 | $— | | | MSA Supplemental Pension Plan | — | $ — | $— | | Stephanie L. Sciullo | MSA Pension Plan | 13.6 | $147,798 | $— | | | MSA Supplemental Pension Plan | — | $ — | $— |

  117. 2023 PENSION BENEFITS

    | (1) Mr. Leenen was a participant in the Swiss Life Pension Plan |

  118. Pension Plan

    Pension Plan Introduction. The MSA Pension Plan is a retirement plan that covers certain U.S. salaried and U.S. hourly employees. To have a non-forfeitable right to a benefit under the Pension Plan, a participant must complete five years of service with the Company or an affiliate or attain age 65 while employed by the Company or an affiliate. The Pension Plan’s normal retirement age is identical to the participant’s “Social Security Retirement Age.” The Social Security Full Retirement Age is established by Federal law and varies from age 65 for persons born before 1938 to age 67 for persons born in 1960 or later years. Benefits at Normal Retirement Age. A participant who retires upon reaching normal retirement age can begin receiving pension payments as of the first day of the following calendar month, which is referred to as the participant’s “normal retirement date.” The Pension Plan has a minimum benefit formula that applies to only a small number of lower-paid participants. The majority of participants who begin receiving benefits on their normal retirement date are entitled to receive a monthly benefit equal to the sum of the amounts shown in (a), (b) and (c) below:

  119. Pension Plan

    | (a) 0.80%x | Average Monthly Earnings up to Average Social Security Wage Basex | Credited Service up to 35 Years | | | plus | | | (b) 1.55%x | Average Monthly Earnings greater than Average Social Security Wage Basex | Credited Service up to 35 Years | | | plus | | | (c) 1.00%x | Average Monthly Earningsx | Credited Service over 35 Years |

  120. Pension Plan

    For purposes of the normal retirement benefit formula, the following terms have the following meanings:

  121. Pension Plan

    | • | “Average Monthly Earnings” is generally the average of monthly compensation received during the participant’s highest five consecutive calendar years of compensation over the last ten years of employment. Compensation is generally the total cash payments received by a participant for services performed, before any reductions for employee contributions to 401(k) or other employee benefit plans. Compensation does not include any expense reimbursements, income attributable to non-cash benefits or certain other miscellaneous payments. The compensation that can be taken into account each year is limited by Federal law. The 2023 limit was $330,000, but this number may be adjusted in future years for cost-of-living increases. |

  122. Pension Plan

    | • | “Average Social Security Wage Base” is the average of the Social Security taxable wage bases in effect under Federal law during the 35-year period ending in the calendar year in which the participant attains Social Security Retirement Age. |

  123. Pension Plan

    | • | “Credited Service” is a participant’s actual period of service with the Company as an employee in a category of employment that is covered by the Pension Plan. |

  124. Pension Plan

    | COMPENSATION TABLES | | | | 41 |

  125. Pension Plan

    Benefits at Early Retirement Age. The Pension Plan permits early retirement by participants who have (i) reached age 55 with at least 15 years of service, or (ii) reached age 60 with at least 10 years of service. Mr. Vartanian is currently eligible for early retirement. Participants who elect early retirement can choose to begin receiving pension benefits immediately, in which case their monthly benefit amount will be reduced to reflect the early start of payments; or they may choose to delay the start of payments until their normal retirement date, at which time they will receive unreduced benefits determined under the normal retirement benefit formula described above. If a participant takes early retirement and begins receiving pension payments before his or her normal retirement date, the monthly pension benefit will be determined under the normal retirement formula, but will be reduced by (i) 5/9ths of 1% for each of the first 60 months that benefits begin before the normal retirement date, plus (ii) 5/18ths of 1% for each of the next 60 months that benefits begin before the normal retirement date, plus (iii) .345% for each of the next 12 months that benefits begin before the normal retirement date, plus (iv) .3108% for each of the next 12 months that benefits begin before the normal retirement date. Different reduction factors apply to the minimum benefit formula. Forms of Payment. In general, Pension Plan benefits are paid as a stream of monthly benefits, referred to as an annuity (the only exception is that benefits with a present value of $5,000 or less are automatically paid in a lump sum following termination of employment). The normal form of payment for an unmarried participant is a “single life annuity” that pays monthly benefits to the participant for his or her life only. The normal form of payment for a married participant is a “qualified joint and survivor annuity” that pays monthly benefits to the participant for life, and, after the participant’s death, pays monthly benefits to the participant’s surviving spouse in an amount equal to 50% of the monthly amount payable during the participant’s lifetime. The Pension Plan also permits a participant to elect from among several optional forms of annuity payment that are of equivalent actuarial value to the normal form of payment. Even though the Named Officers who participate in the Pension Plan cannot receive a lump sum distribution from the Pension Plan, the pension benefit table is required to show a present value for each individual’s accumulated Pension Plan benefit payable at normal retirement age. That present value was calculated by using an annual interest rate of 5.07% and the Pri-2012 Private Retirement Plans Mortality Table projected generationally using scale MP-2021.

  126. 2023 NONQUALIFIED DEFERRED COMPENSATION

    2023 NONQUALIFIED DEFERRED COMPENSATION The following table provides information concerning deferrals by the Named Officers of their earned compensation under the Company’s nonqualified deferred compensation plans:

  127. 2023 NONQUALIFIED DEFERRED COMPENSATION

    | Name | Executive Contributions in 2023(1) | Company Contributions in 2023(2) | Aggregate Earnings in 2023(3) | Aggregate Withdrawals / Distributions | Aggregate Balance at 12/31/2023(4) | | Nishan J. Vartanian | $94,020 | $94,020 | $33,261 | $ — | $1,477,790 | | Lee B. McChesney | $ — | $ — | $ — | $ — | $ — | | Steven C. Blanco | $32,781 | $32,781 | $88,726 | $ — | $542,735 | | Bob W. Leenen(5) | $ — | $ — | $ — | $ — | $ — | | Stephanie L. Sciullo | $64,717 | $24,109 | $38,304 | $ — | $263,891 |

  128. 2023 NONQUALIFIED DEFERRED COMPENSATION

    | (1) These amounts are included in the amounts reported in the Summary Compensation Table as salary or non-equity incentive plan compensation, as applicable. |

  129. 2023 NONQUALIFIED DEFERRED COMPENSATION

    | (2) These amounts are included in the amounts reported in the Summary Compensation Table under “Other Compensation.” |

  130. 2023 NONQUALIFIED DEFERRED COMPENSATION

    | (3) The above table reflects the Company’s Supplemental Retirement Savings Plan. Earnings on deferred compensation under the Supplemental Retirement Savings Plan are not above market or preferential and are therefore not included in the Summary Compensation Table. Participants elect to have their accounts treated as if invested in one or more of a selection of publicly available mutual funds similar to those available under the Company’s Retirement Savings Plan, a qualified 401(k) plan. Accounts are credited with earnings or losses based on the investment results of the funds selected. See Supplemental Retirement Savings Plan discussion immediately below for further information. |

  131. 2023 NONQUALIFIED DEFERRED COMPENSATION

    | (4) Of the balances shown, the following amounts represent executive and Company contributions which either were reported in the Summary Compensation Table in the year of the contribution or would have been so reported had the individual been a Named Officer for that year: Mr. Vartanian, $1,242,738; Mr. Blanco, $381,734; and Ms. Sciullo, $212,405. The remainder represents non-preferential market earnings not reportable in the Summary Compensation Table. |

  132. 2023 NONQUALIFIED DEFERRED COMPENSATION

    | (5) As a non-U.S. executive Mr. Leenen was not eligible to participate in the MSA Supplemental Retirement Savings Plan. |

  133. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL The tables below show the payments and benefits to which each Named Officer would have been entitled under the Company’s plans and agreements if the officer’s employment had terminated on December 31, 2023, for the reasons indicated in the tables, exclusive of any potential application of local law statutory severance requirements. In addition to severance amounts payable in certain circumstances under the plan and agreements described following the tables, the amounts shown in the tables include compensation and retirement and other benefits previously earned through service by the Named Officer as described above. Nishan J. Vartanian The following table shows the payments and benefits to which Nishan J. Vartanian would have been entitled under the Company’s plans and agreements if his employment had terminated on December 31, 2023, for the reasons indicated in the table:

  134. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    | Benefit | Voluntary Termination | Involuntary Termination for Cause | Involuntary Termination Without Cause | Death | Disability | Change in Control Termination | | Cash Severance(1) | $— | $— | $1,002,800 | $— | $— | $4,197,593 | | Disability Income(2) | $— | $— | $— | $— | $829,539 | $— | | Earned award under non-equity incentive plans(3) | $2,206,160 | $— | $2,206,160 | $2,206,160 | $2,206,160 | $2,206,160 | | Equity(4) | | | | | | | | Restricted Stock | $— | $— | $— | $— | $— | $— | | Unexercisable Options | $— | $— | $— | $— | $— | $— | | Performance Award | $13,744,450 | $— | $13,744,450 | $13,744,450 | $13,744,450 | $13,744,450 | | Other Benefits | | | | | | | | Retiree medical(5) | $90,578 | $90,578 | $90,578 | $— | $— | $90,578 | | Health & Welfare(6) | $— | $— | $— | $54,202 | $90,578 | $— | | Insurance benefits(7) | $— | $— | $— | $50,000 | $— | $— | | Outplacement assistance | $— | $— | $25,000 | $— | $— | $25,000 | | Total | $16,041,188 | $90,578 | $17,068,988 | $16,054,812 | $16,870,727 | $20,263,781 |

  135. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    | (1) Represents the cash severance amount payable under the MSA Salaried Severance Pay Plan or the Change in Control Severance Agreements described below. |

  136. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    | (2) Represents the present value of the future payments that should be payable under the terms of the Company’s long-term disability plan, which provides an annual benefit of 60% of salary up to a maximum annual benefit of $360,000. |

  137. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    | (3) Represents the amount earned through completion of the plan year under the Company’s non-equity incentive award plans, as shown in the Summary Compensation Table above. |

  138. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    | (4) The amount shown is the market value of equity awards held by the Named Officer at December 31, 2023. Under the terms of the Amended and Restated 2016 Management Equity Incentive Plan, equity awards vest early upon a change in control or upon termination of employment due to death, disability or retirement under a Company retirement plan. At December 31, 2023, Mr. Vartanian was eligible to retire under the Company’s pension plan. |

  139. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    | (5) The Company has a nondiscriminatory plan available generally to United States salaried employees which provides medical benefits to employees who retire under the Company’s Pension Plan until they become eligible for Medicare benefits. The amount shown in the table represents the estimated cost of providing plan benefits to the Named Officer. This plan was closed to new participants effective January 1, 2010. |

  140. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    | (6) The amount shown for death represents the present value of the cost of continued dependent medical care coverage under the Company’s health and welfare plan. The amount shown for disability is the present value of the cost of continued medical care coverage for the Named Officer and dependents. |

  141. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    | (7) The amounts payable on death are the death benefits under the Company’s group term life insurance policy, which is payable by the insurer. |

  142. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    | | COMPENSATION TABLES | | 44 | |

  143. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    Lee B. McChesney The following table shows the payments and benefits to which Lee B. McChesney would have been entitled under the Company’s plans and agreements if his employment had terminated on December 31, 2023, for the reasons indicated in the table:

  144. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    | Benefit | Voluntary Termination | Involuntary Termination for Cause | Involuntary Termination Without Cause | Death | Disability | Change in Control Termination | | Cash Severance(1) | $— | $— | $135,185 | $— | $— | $1,179,400 | | Disability Income(2) | $— | $— | $— | $— | $2,940,473 | $— | | Earned award under non-equity incentive plans(3) | $787,809 | $— | $787,809 | $787,809 | $787,809 | $787,809 | | Equity(4) | | | | | | | | Restricted Stock | $— | $— | $— | $427,646 | $427,646 | $427,646 | | Unexercisable Options | $— | $— | $— | $— | $— | $— | | Performance Award | $— | $— | $— | $997,954 | $997,954 | $997,954 | | Other Benefits | | | | | | | | Health & Welfare(5) | $— | $— | $— | $12,508 | $49,869 | $49,869 | | Insurance benefits(6) | $— | $— | $— | $50,000 | $— | $— | | Outplacement assistance | $— | $— | $25,000 | $— | $— | $25,000 | | Total | $787,809 | $— | $947,994 | $2,275,917 | $5,203,751 | $3,467,678 |

  145. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    | (1) Represents the cash severance amount payable under the MSA Salaried Severance Pay Plan or the Change in Control Severance Agreements described below. |

  146. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    | (2) Represents the present value of the future payments that should be payable under the terms of the Company’s long-term disability plan, which provides an annual benefit of 60% of salary up to a maximum annual benefit of $360,000. |

  147. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    | (3) Represents the amount earned through completion of the plan year under the Company’s non-equity incentive award plans, as shown in the Summary Compensation Table above. |

  148. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    | (4) The amount shown is the market value of equity awards held by the Named Officer at December 31, 2023. Under the terms of the Amended and Restated 2016 Management Equity Incentive Plan, equity awards vest early upon a change in control or upon termination of employment due to death, disability or retirement under a Company retirement plan. |

  149. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    | (5) The amount shown for death represents the present value of the cost of continued dependent medical care coverage under the Company’s health and welfare plan. The amount shown for disability is the present value of the cost of continued medical care coverage for the Named Officer and dependents. The amount shown for change in control is the estimated cost to the Company of continuation for 24 months of medical, dental, accident and life insurance benefits, as required by the Change in Control Severance Agreements described below. |

  150. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    | (6) The amounts payable on death are the death benefits under the Company’s group term life insurance policy, which is payable by the insurer. |

  151. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    | COMPENSATION TABLES | | | | 45 |

  152. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    Steven C. Blanco The following table shows the payments and benefits to which Steven C. Blanco would have been entitled under the Company’s plans and agreements if his employment had terminated on December 31, 2023, for the reasons indicated in the table:

  153. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    | Benefit | Voluntary Termination | Involuntary Termination for Cause | Involuntary Termination Without Cause | Death | Disability | Change in Control Termination | | Cash Severance(1) | $— | $— | $179,808 | $— | $— | $1,888,358 | | Disability Income(2) | $— | $— | $— | $— | $1,952,049 | $— | | Earned award under non-equity incentive plans(3) | $819,301 | $— | $819,301 | $819,301 | $819,301 | $819,301 | | Equity(4) | | | | | | | | Restricted Stock | $— | $— | $— | $797,047 | $797,047 | $797,047 | | Unexercisable Options | $— | $— | $— | $— | $— | $— | | Performance Award | $— | $— | $— | $2,099,233 | $2,099,233 | $2,099,233 | | Other Benefits | | | | | | | | Health & Welfare(5) | $— | $— | $— | $100,968 | $49,553 | $49,553 | | Insurance benefits(6) | $— | $— | $— | $50,000 | $— | $— | | Outplacement assistance | $— | $— | $25,000 | $— | $— | $25,000 | | Total | $819,301 | $— | $1,024,109 | $3,866,549 | $5,717,183 | $5,678,492 |

  154. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    | (1) Represents the cash severance amount payable under the MSA Salaried Severance Pay Plan or the Change in Control Severance Agreements described below. |

  155. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    | (2) Represents the present value of the future payments that should be payable under the terms of the Company’s long-term disability plan, which provides an annual benefit of 60% of salary up to a maximum annual benefit of $360,000. |

  156. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    | (3) Represents the amount earned through completion of the plan year under the Company’s non-equity incentive award plans, as shown in the Summary Compensation Table above. |

  157. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    | (4) The amount shown is the market value of equity awards held by the Named Officer at December 31, 2023. Under the terms of the Amended and Restated 2016 Management Equity Incentive Plan and the 2023 Management Equity Incentive Plan, equity awards vest early upon a change in control or upon termination of employment due to death, disability or retirement under a Company retirement plan. |

  158. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    | (5) The amount shown for death represents the present value of the cost of continued dependent medical care coverage under the Company’s health and welfare plan. The amount shown for disability is the present value of the cost of continued medical care coverage for the Named Officer and dependents. The amount shown for change in control is the estimated cost to the Company of continuation for 24 months of medical, dental, accident and life insurance benefits, as required by the Change in Control Severance Agreements described below. |

  159. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    | (6) The amounts payable on death are the death benefits under the Company’s group term life insurance policy, which is payable by the insurer. |

  160. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    | | COMPENSATION TABLES | | 46 | |

  161. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    Bob W. Leenen The following table shows the payments and benefits to which Bob W. Leenen would have been entitled under the Company’s plans and agreements if his employment had terminated on December 31, 2023, for the reasons indicated in the table:

  162. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    | Benefit | Voluntary Termination | Involuntary Termination for Cause | Involuntary Termination Without Cause | Death | Disability | Change in Control Termination | | Cash Severance(1) | $— | $— | $1,127,374 | $— | $— | $2,066,718 | | Disability Income(2) | $— | $— | $— | $— | $3,048,314 | $— | | Earned award under non-equity incentive plans(3) | $862,449 | $— | $862,449 | $862,449 | $862,449 | $862,449 | | Equity(4) | | | | | | | | Restricted Stock | $— | $— | $— | $453,478 | $453,478 | $453,478 | | Unexercisable Options | $— | $— | $— | $— | $— | $— | | Performance Award | $— | $— | $— | $1,018,382 | $1,018,382 | $1,018,382 | | Other Benefits | | | | | | | | Outplacement assistance | $— | $— | $— | $— | $— | $— | | Total | $862,449 | $— | $1,989,823 | $2,334,309 | $5,382,623 | $4,401,027 |

  163. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    | (1) Under the laws of Switzerland and Mr. Leenen’s employment agreement, which together govern the terms of his employment, Mr. Leenen would have been entitled to six months of paid notice, inclusive of all benefits and allowances; payment of accrued but unused vacation; payment of his 2023 annual cash incentive, as determined by Company performance against established goals; a pro-rated portion of his 2022 and 2023 restricted stock unit award; and a pro-rated portion of his 2022 and 2023 performance stock unit award calculated against established targets. Mr. Leenen left the Company on February 9, 2024, at which time he and the Company agreed that he would be paid a total severance of $976,578. |

  164. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    | (2) Represents the present value of the future payments that should be payable under the terms of the Swiss Life Pension Plan, which provides an annual benefit of 60% of salary. |

  165. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    | (3) Represents the amount earned through completion of the plan year under the Company’s non-equity incentive award plans, as shown in the Summary Compensation Table above. |

  166. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    | (4) The amount shown is the market value of equity awards held by the Named Officer at December 31, 2023. Under the terms of the Amended and Restated 2016 Management Equity Incentive Plan, equity awards vest early upon a change in control or upon termination of employment due to death, disability or retirement under a Company retirement plan. |

  167. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    | COMPENSATION TABLES | | | | 47 |

  168. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    Stephanie L. Sciullo The following table shows the payments and benefits to which Stephanie L. Sciullo would have been entitled under the Company’s plans and agreements if her employment had terminated on December 31, 2023, for the reasons indicated in the table:

  169. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    | Benefit | Voluntary Termination | Involuntary Termination for Cause | Involuntary Termination Without Cause | Death | Disability | Change in Control Termination | | Cash Severance(1) | $— | $— | $161,827 | $— | $— | $1,593,863 | | Disability Income(2) | $— | $— | $— | $— | $4,199,861 | $— | | Earned award under non-equity incentive plans(3) | $630,008 | $— | $630,008 | $630,008 | $630,008 | $630,008 | | Equity(4) | | | | | | | | Restricted Stock | $— | $— | $— | $1,998,609 | $1,998,609 | $1,998,609 | | Unexercisable Options | $— | $— | $— | $— | $— | $— | | Performance Award | $— | $— | $— | $1,266,563 | $1,266,563 | $1,266,563 | | Other Benefits | | | | | | | | Health & Welfare(5) | $— | $— | $— | $— | $15,814 | $15,814 | | Insurance benefits(6) | $— | $— | $— | $50,000 | $— | $— | | Outplacement assistance | $— | $— | $25,000 | $— | $— | $25,000 | | Total | $630,008 | $— | $816,835 | $3,945,180 | $8,110,855 | $5,529,857 |

  170. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    | (1) Represents the cash severance amount payable under the MSA Salaried Severance Pay Plan or the Change in Control Severance Agreements described below. |

  171. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    | (2) Represents the present value of the future payments that should be payable under the terms of the Company’s long-term disability plan, which provides an annual benefit of 60% of salary up to a maximum annual benefit of $360,000. |

  172. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    | (3) Represents the amount earned through completion of the plan year under the Company’s non-equity incentive award plans, as shown in the Summary Compensation Table above. |

  173. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    | (4) The amount shown is the market value of equity awards held by the Named Officer at December 31, 2023. Under the terms of the Amended and Restated 2016 Management Equity Incentive Plan, equity awards vest early upon a change in control or upon termination of employment due to death, disability or retirement under a Company retirement plan. |

  174. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    | (5) The amount shown for disability is the present value of the cost of continued medical care coverage for the Named Officer and dependents. The amount shown for change in control is the estimated cost to the Company of continuation for 24 months of medical, dental, accident and life insurance benefits, as required by the Change in Control Severance Agreements described below. |

  175. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    | (6) The amounts payable on death are the death benefits under the Company’s group term life insurance policy, which is payable by the insurer. |

  176. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    | | COMPENSATION TABLES | | 48 | |

  177. Pay Ratio Disclosure

    Pay Ratio Disclosure We are providing the following information, as required by Item 402(u) of Regulation S-K: For 2023, our last completed fiscal year:

  178. Pay Ratio Disclosure

    | • | the median of the annual total compensation of all our employees (other than Nishan J. Vartanian, Chief Executive Officer) was $72,735; and |

  179. Pay Ratio Disclosure

    | • | the annual total compensation of Nishan J. Vartanian, Chief Executive Officer, based on the Summary Compensation Table and adjusted as described below, was $10,030,651. |

  180. Pay Ratio Disclosure

    Based on this information, the estimated ratio of the annual total compensation of our Chief Executive Officer to the median of the annual total compensation of all employees is approximately 138 to 1. For 2023, we determined that there was no change in our employee population or compensation arrangements that would significantly affect the CEO pay ratio and that it was reasonable to use the same median employee identified in 2022 as described below. To identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of our median employee, the methodology and material assumptions, adjustments and estimates used to identify the median and determine annual total compensation (or any elements of annual total compensation) were as follows:

  181. Pay Ratio Disclosure

    | 1. | As of December 31, 2022, our employee population consisted of approximately 5,000 individuals working at our parent company and consolidated subsidiaries. |

  182. Pay Ratio Disclosure

    | 2. | To find the median of the annual total compensation of all our employees (other than our Chief Executive Officer), we gathered year-to-date compensation data, through December 31, 2022 for all individuals employed on December 31, 2022. |

  183. Pay Ratio Disclosure

    | a) | We used cash compensation paid during the period January 1, 2022 through December 31, 2022 including: base pay, overtime pay, sales incentive pay and bonus incentive pay as the consistently applied compensation measure by which to determine the median employee. |

  184. Pay Ratio Disclosure

    | b) | In performing this calculation, we did not annualize the compensation of any employees who did not work for the Company or its consolidated subsidiaries for the entire fiscal year. |

  185. Pay Ratio Disclosure

    | c) | We did not make any cost-of-living adjustments in identifying the median employee. |

  186. Pay Ratio Disclosure

    | 3. | Using this methodology, we determined that our median employee was a full-time hourly production employee located in our Cranberry Township, Pennsylvania manufacturing facility with wages, bonus and overtime pay for the 12-month period ending December 31, 2022 in the amount of $42,268. |

  187. Pay Ratio Disclosure

    With respect to our median employee, we then identified and calculated the elements of such employee’s compensation for fiscal 2023 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation in the amount of $58,966. The difference between such employee’s wages, overtime pay and bonus incentive pay and the employee’s annual total compensation represents the estimated value of such employee’s other compensation, including company matching contributions to the MSA Retirement Savings Plan and Company contributions to the medical insurance premium of $13,769. With respect to the annual total compensation of our Chief Executive Officer, we used the amount reported in the “Total” column of the 2023 Summary Compensation Table included in this Proxy Statement, with the addition of Company paid contributions to health and welfare plans to the “All Other Compensation” field.

  188. CEO PAY RATIO

    CEO PAY RATIO

  189. CEO PAY RATIO

    | Person | Year | Salary | Overtime | Stock Awards | Stock Option Awards | Non-Equity Incentive Plan Compensation | Change in Pension Value | All Other Compensation | Total | | CEO Nishan J. Vartanian | 2023 | $982,100 | $— | $4,436,381 | $— | $2,206,160 | $2,253,731 | $151,280 | $10,030,651 | | Cranberry Township, Production Employee | 2023 | $49,864 | $34 | $— | $— | $1,964 | $7,104 | $13,769 | $72,735 | | | | | | | | | | MSA Pay Ratio | 138:1 |

  190. Pay Versus Performance

    Pay Versus Performance In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, and Item 402(v) of Regulation S-K, we provide the following disclosure regarding executive compensation and Company performance for the years listed below. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to Executive Compensation – Compensation Discussion and Analysis. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

  191. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO 1 | Compensation Actually Paid to PEO 2,3,4 | Average Summary Compensation Table Total for Non-PEO NEOs 1 | Average Compensation Actually Paid to Non-PEO NEOs 2,3,4 | Value of Initial Fixed $100 Investment Based On: 5 | | Net Income ($MM) | Company Selected Measure - Sales Revenue ($MM) 6 | | | | | | | Total Shareholder Return | Peer Group Total Shareholder Return | | | | 2023 | $10,008,650 | $19,833,362 | $2,356,648 | $3,683,003 | $140.39 | $ 174.04 | $58.6 | $1,787.6 | | 2022 | $6,168,869 | $9,224,256 | $1,360,803 | $1,079,894 | $118.47 | $132.42 | $179.6 | $1,528.0 | | 2021 | $6,794,020 | $7,535,588 | $1,560,785 | $1,795,350 | $122.35 | $149.63 | $21.3 | $1,400.2 | | 2020 7 | $7,575,727 | $2,648,855 | $1,542,131 | $1,087,704 | $119.78 | $116.49 | $124.1 | $1,348.2 |

  192. Pay Versus Performance

    | 1 | The amounts reflect the Summary Compensation Table total compensation figures for Nishan J. Vartanian, our principal executive officer (“PEO”), for each of the years listed. The Non-PEO NEOs for whom the Summary Compensation Table total average compensation is presented are: for 2023, Lee B. McChesney, Steven C. Blanco, Bob W. Leenen and Stephanie L. Sciullo; for 2022, Lee B. McChesney, Jonathan D. Buck, Kenneth D. Krause, Steven C. Blanco, Bob W. Leenen and Stephanie L. Sciullo; for 2021, Kenneth D. Krause, Steven C. Blanco, Bob W. Leenen and Stephanie L. Sciullo; and for 2020, Kenneth D. Krause, Steven C. Blanco, Bob W. Leenen and Stephanie L. Sciullo. |

  193. Pay Versus Performance

    | 2 | The amounts shown for Compensation Actually Paid to our PEO and Average Compensation Actually Paid to Non-PEO NEOs have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually realized or received by such persons. These amounts reflect total compensation as set forth in the Summary Compensation Table above for each year, adjusted as described in footnote 3 below. |

  194. Pay Versus Performance

    | 3 | Compensation Actually Paid reflects the exclusions and inclusions from the Summary Compensation Table total for our PEO and Non-PEO NEOs as set forth below. Amounts excluded, which are set forth in the “Exclusion of Stock Awards, Forfeited Awards and Change in Pension Value” columns in each of the PEO Compensation Actually Paid and the Non-PEO NEOs Compensation Actually Paid tables below in this footnote (3), are the aggregate of the amounts shown in the “Stock Awards” and “Change in Pension Value” columns from the Summary Compensation Table. Amounts included, which are set forth in the “Inclusion of Equity Award Adjustments and Pension Service Cost” columns in each of such tables below in this footnote (3), are the aggregate of the following components: |

  195. Pay Versus Performance

    | i. | Add the fair value as of the end of the year of unvested equity awards granted in that year; |

  196. Pay Versus Performance

    | ii. | Add the change in fair value (if positive, or subtract if negative) as of the end of the year (from the end of the prior year) of equity awards granted in prior years that remained outstanding and unvested at the end of the year; |

  197. Pay Versus Performance

    | iii. | Add the change in fair value (if positive, or subtract if negative) as of the vesting date during the year (from the end of the prior year) of equity awards granted in prior years that vested during that year; |

  198. Pay Versus Performance

    | iv. | Subtract the fair value at the end of the prior year for awards granted in prior years that forfeited or failed to meet applicable vesting conditions during the covered year; and |

  199. Pay Versus Performance

    | v. | Add the pension service cost (which is calculated as the actuarial present value of each NEO’s benefit under all plans reported in the “Changes to Pension Value” in the Summary Compensation Table, attributable to services rendered during the covered year). |

  200. Pay Versus Performance

    | 4 | The column amounts were adjusted from previously reported amounts to reflect relative TSR consistent with SEC rules adopted in 2023. |

  201. Pay Versus Performance

    Equity values are calculated in accordance with FASB ASC Topic 718. The following types of equity award adjustments were not applicable to Company equity awards, as such events did not occur: (i) adjustments for awards that are granted and vest in the same covered year, and (ii) adjustments for the dollar value of any dividends or other earnings paid on stock awards in the covered year prior to the vesting date that are not otherwise included in the total compensation for the covered year. There were no adjustments required for prior pension service cost (which is calculated as the entire cost of benefits granted (or credit for benefits reduced) in a plan amendment (or initiation) during the covered year that are attributed by the benefit formula to services rendered in periods prior to the amendment).

  202. PEO Compensation Actually Paid

    PEO Compensation Actually Paid

  203. PEO Compensation Actually Paid

    | Year | Summary Compensation Table Total for PEO | Exclusion of Stock Awards and Change in Pension Value | Inclusion of Equity Award Adjustments and Pension Service Costs (a) | Compensation Actually Paid to PEO | | 2023 | $10,008,650 | $6,690,112 | $16,514,824 | $19,833,362 | | 2022 | $6,168,869 | $3,919,131 | $6,974,518 | $9,224,256 | | 2021 | $6,794,020 | $4,870,016 | $5,611,584 | $7,535,588 | | 2020 7 | $7,575,727 | $5,917,289 | $990,417 | $2,648,855 |

  204. PEO Compensation Actually Paid

    | (a) The components of the amounts shown in this column for our PEO are set forth in the table below: |

  205. PEO Compensation Actually Paid

    | PAY VERSUS PERFORMANCE | | | | 51 |

  206. PEO Components of Compensation Actually Paid

    PEO Components of Compensation Actually Paid

  207. PEO Components of Compensation Actually Paid

    | Year | Fair Value of Awards Granted in Applicable Year, at Year End | | Change in Value* of Prior Years’ Awards Unvested in Applicable Year, at Year End | | Change in Value* of Prior Years’ Awards that Vested in Applicable Year, at Vesting Date | | Total Value as of the End of the Prior Year of Forfeited Awards in Applicable Year | | Total Equity Award Adjustments (total of prior four columns) | Pension Service Costs | Total Equity Award Adjustments and Pension Service Costs | | | RSUs | PSUs | RSUs | PSUs | RSUs | PSUs | RSUs | PSUs | | | | | 2023 | $— | $11,399,062 | $ — | $5,154,764 | $ — | $(164,194) | $— | $— | $16,389,632 | $125,192 | $16,514,824 | | 2022 | $— | $6,224,623 | $ — | $1,023,544 | $(127,202) | $(326,530) | $— | $— | $6,794,435 | $180,083 | $6,974,518 | | 2021 | $— | $4,224,222 | $8,947 | $991,025 | $ — | $176,781 | $— | $— | $5,400,976 | $210,608 | $5,611,584 | | 2020 7 | $— | $1,503,317 | $131,248 | $(815,459) | $(99,509) | $53,410 | $— | $— | $773,008 | $217,409 | $990,417 |

  208. PEO Components of Compensation Actually Paid

    | * The change in value for each award is measured from the value at the end of the prior year. |

  209. NEOs Compensation Actually Paid

    NEOs Compensation Actually Paid

  210. NEOs Compensation Actually Paid

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs | Exclusion of Stock Awards and Change in Pension Value | Inclusion of Equity Award Adjustments and Pension Service Costs (a) | Average Compensation Actually Paid to Non- PEO NEOs | | 2023 | $2,356,648 | $955,099 | $2,281,454 | $3,683,003 | | 2022 | $1,360,803 | $720,857 | $439,948 | $1,079,894 | | 2021 | $1,560,785 | $723,667 | $958,232 | $1,795,350 | | 2020 | $1,542,131 | $792,693 | $338,266 | $1,087,704 |

  211. NEOs Compensation Actually Paid

    | (a) The components of the amounts shown in this column for our Non-PEO NEOs are set forth in the table below: |

  212. NEOs Components of Compensation Actually Paid

    NEOs Components of Compensation Actually Paid

  213. NEOs Components of Compensation Actually Paid

    | Year | Fair Value of Awards Granted in Applicable Year, at Year End | | Change in Value* of Prior Years’ Awards Unvested in Applicable Year, at Year End | | Change in Value* of Prior Years’ Awards that Vested in Applicable Year, at Vesting Date | | Total Value as of the End of the Prior Year of Forfeited Awards in Applicable Year | | Total Equity Award Adjustments (total of prior four columns) | Pension Service Costs | Total Equity Award Adjustments and Pension Service Costs | | | RSUs | PSUs | RSUs | PSUs | RSUs | PSUs | RSUs | PSUs | | | | | 2023 | $333,524 | $1,410,147 | $85,476 | $420,864 | $(4,384) | $(11,282) | $— | $— | $2,234,346 | $47,108 | $2,281,454 | | 2022 | $326,590 | $358,040 | $(6,523) | $50,007 | $(14,545) | $(30,849) | $(61,567) | $(246,302) | $374,852 | $65,096 | $439,948 | | 2021 | $130,392 | $556,774 | $3,027 | $110,715 | $13,552 | $48,418 | $— | $— | $862,876 | $95,356 | $958,232 | | 2020 | $152,228 | $176,379 | $42,617 | $(121,306) | $2,210 | $10,639 | $— | $— | $262,767 | $75,499 | $338,266 |

  214. NEOs Components of Compensation Actually Paid

    | * The change in value for each award is measured from the value at the end of the prior year. |

  215. NEOs Components of Compensation Actually Paid

    | 5 | This column shows TSR and peer group TSR on a cumulative basis for each year of the four-year period from 2020 through 2023. For purposes of this disclosure, the peer group is the S&P Midcap 400 Industrials Market Index. Dollar values assume $100 was invested for the cumulative period from December 31, 2019 through December 31, 2023, in either the Company or the S&P Midcap 400 Industrials Market Index, and reinvestment of the pre-tax value of dividends paid. Historical stock performance is not necessarily indicative of future stock performance. |

  216. NEOs Components of Compensation Actually Paid

    | 6 | We determined sales revenue to be the “most important” financial performance measure used to link performance to Compensation Actually Paid to our PEO and Average Compensation Actually Paid to Non-PEO NEOs in 2023, in accordance with Item 402(v) of Regulation S-K. |

  217. NEOs Components of Compensation Actually Paid

    | 7 | The amounts shown in 2020 for our PEO reflect the vesting of equity grants made prior to promotion to Chief Executive Officer. |

  218. NEOs Components of Compensation Actually Paid

    | | PAY VERSUS PERFORMANCE | | 52 | |

  219. NEOs Components of Compensation Actually Paid

    Relationship Between Compensation Actually Paid and Company Cumulative TSR The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to Non-PEO NEOs and the Company’s cumulative TSR for each year of the four-year period from 2020 through 2023. Note: In the next three charts, the term “CAP” means Compensation Actually Paid Note: 2020 PEO Compensation reflects long-term incentive awards granted prior to promotion to Chief Executive Officer. Relationship Between Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to Non-PEO NEOs and our net income for each year of the four-year period from 2020 through 2023.

  220. NEOs Components of Compensation Actually Paid

    | PAY VERSUS PERFORMANCE | | | | 53 |

  221. NEOs Components of Compensation Actually Paid

    Relationship Between Compensation Actually Paid and Sales Revenue The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to Non-PEO NEOs and our sales revenue for each year of the four-year period from 2020 through 2023. Note: 2020 PEO Compensation reflects long-term incentive awards granted prior to promotion to Chief Executive Officer. Relationship Between Company TSR and Peer Group TSR The following chart sets forth the relationship between our cumulative TSR and the TSR for the S&P Midcap 400 Industrials Market Index for each year of the four-year period from 2020 through 2023.

  222. NEOs Components of Compensation Actually Paid

    | | PAY VERSUS PERFORMANCE | | 54 | |

  223. NEOs Components of Compensation Actually Paid

    2023 Tabular List of Most Important Financial Performance Measures The following table presents the financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our PEO and Non-PEO NEOs in 2023 to Company performance. The measures in this table are not ranked.

  224. NEOs Components of Compensation Actually Paid

    | Revenue Growth (3-Year Revenue Compound Annual Growth Rate (CAGR)) | | Adjusted EBITDA Margin | | Working Capital as a Percentage of Sales | | Total Shareholder Return against Proxy Peer Group (as disclosed in the Compensation Discussion and Analysis) |