DEF 14A of Helios Technologies, Inc., Apr 25, 2024

DEF 14A of Helios Technologies, Inc.

Filed Apr 25, 2024 · FY20230001193125-24-113857

Open on EDGAR

  1. FOR THE SHAREHOLDERS MEETING TO BE HELD ON JUNE 6, 2024

    | | Page | | Nonqualified Deferred Compensation | 56 | | Potential Payments Upon Termination or Change of Control | 56 | | CEO to Median Employee Pay Ratio | 58 | | Pay vs. Performance | 59 | | Director Compensation | 62 | | Equity Compensation Plan Information | 63 | | Proposal 2 — Ratification of the Appointment of Independent Registered Public Accounting Firm | 64 | | Proposal 3 — Advisory Vote to Approve Named Executive Officer Compensation | 65 | | Other Business | 66 | | Requirements, Including Deadlines, for Submission of Proxy Proposals and Nomination of Directors by Shareholders for the 2025 Proxy Statement and Presentation at the 2025 Annual Meeting | 67 |

  2. PROPOSAL — ELECTION OF DIRECTORS

    PROPOSAL — ELECTION OF DIRECTORS

  3. PROPOSAL — ELECTION OF DIRECTORS

    | 1 | | The Board of Directors recommends a vote “FOR” the nominee. | | The Board of Directors recommends that you vote “FOR” Mr. Matosevic to serve until the Company’s annual meeting in 2027, or until his successor shall be duly elected and qualified. | | |

  4. PROPOSAL — ELECTION OF DIRECTORS

    The Board of the Company currently consists of seven members. The Board is divided into three classes of Directors serving staggered three-year terms. Directors hold their positions until the annual meeting of shareholders in the year in which their terms expire, until their respective successors are elected and qualified, or until their earlier resignation, removal from office or death. The term of office of one of the Company’s current seven Directors – Josef Matosevic, will expire at the Meeting. The Nominating Committee to the Board of Directors has selected Mr. Matosevic as nominee to stand for reelection to the Board at the Meeting, to serve until the Company’s annual meeting of shareholders in 2027. In making its nomination of Mr. Matosevic, the Nominating Committee reviewed the background of Mr. Matosevic and believes he has valuable individual skills and experiences that, taken together, provide the Company with the diversity and depth of knowledge, judgment and vision necessary to provide effective oversight. Biographical information for the nominee is set forth below under “Directors and Executive Officers.” Shareholders may vote for up to one nominee for the class of Directors who will serve until the Company’s annual meeting in 2027. If a quorum is present at the meeting, Directors will be elected by a plurality of the votes cast. Shareholders may not vote cumulatively in the election of Directors. In the event that the nominee would be unable to serve, which is not anticipated, the Proxy Committee, which consists of Diana Sacchi and Philippe Lemaitre, will vote for such other person or persons for the office of Director as the Board may recommend.

  5. PROPOSAL — ELECTION OF DIRECTORS

    | | 2024 Proxy Statement | 3 |

  6. GOVERNANCE OF THE COMPANY

    GOVERNANCE OF THE COMPANY

  7. Directors and Executive Officers

    Directors and Executive Officers The following tables set forth the names and ages of the Company’s current Directors and current Executive Officers and the positions they hold with the Company. Executive Officers serve at the pleasure of the Board.

  8. Directors and Executive Officers

    | Name/Age/Independence/Tenure | | | Committee Membership (C: Chair) | | | | | | | Biographies | Audit | Comp. | Nom. | ESG | | | Philippe Lemaitre, 74 Independent Director and Chairman of the Board Chairman Since: June 2013 Director Since: June 2007 | Former Chairman, President and Chief Executive Officer of Woodhead Industries, Inc., a publicly held automation and electrical products manufacturer. Prior to joining Woodhead in 1999, served as Corporate Vice President and Chief Technology Officer of AMP, Inc. and had responsibility for AMP Computer and Telecom Business Group Worldwide. Prior to joining AMP, served as Executive Vice President of TRW, Inc. and also General Manager of TRW Automotive Electronics Group Worldwide. He previously held various management and research engineering positions with TRW, Inc., International TechneGroup, Inc., General Electric Company and Engineering Systems International. Mr. Lemaitre also served as Chairman of the Board of Directors of Multi-Fineline Electronix, Inc. from March 2011 until the sale of the company in July 2016. Has over 35 years of experience in the development of technology and with technology-driven businesses, his track record of successfully managing global business functions including sales, engineering, research and manufacturing operations, and his role as Chairman of another public company provide a wealth of experience in key areas of the Company’s business and governance. Mr. Lemaitre holds a Master of Civil Engineering degree from Ecole Spéciale des Travaux Publics, Paris, France, and a Master of Science degree from the University of California at Berkeley, California. | ● | | | ● | | | Douglas M. Britt, 59 Independent Director Director Since: December 2016 | President and Chief Executive Officer of Boyd Corporation, a multinational leader in engineered materials and thermal management solutions, with a workforce of over 6,000 employees, since May 2020. Previously, he served as President of the Integrated Solutions division of Flex Agility (NASDAQ: FLEX), a leading sketch-to-scale solutions company that provides innovative design, engineering, manufacturing, real-time supply chain insight, and logistics services to companies of all sizes in various industries and end-markets. Responsible for a $19B business within Flex Agility, which operates in over 30 countries with a workforce of over 200,000 employees. From May 2009 to November 2012, Mr. Britt served as Corporate Vice President and Managing Director of Americas for Future Electronics, and from November 2007 to May 2009, was Senior Vice President of Worldwide Sales, Marketing, and Operations for Silicon Graphics. From January 2000 to October 2007, Mr. Britt held positions of increasing responsibility at Solectron Corporation, culminating his career there as Executive Vice President, and responsible for Solectron’s customer business segments including sales, marketing and account and program management functions. As an executive at multinational companies, Mr. Britt has extensive global mergers and acquisition experience, global manufacturing and supply chain expertise and a deep understanding of customer relationships and leading a global business. Mr. Britt holds a Bachelor’s degree in business administration from California State University, Chico, and attended executive education programs throughout Europe, including the University of London. | C | | ● | |

  9. Directors and Executive Officers

    | 4 | 2024 Proxy Statement | |

  10. Directors and Executive Officers

    | Name/Age/Independence/Tenure | | | Committee Membership (C: Chair) | | | | | | | Biographies | Audit | Comp. | Nom. | ESG | | | Laura Dempsey Brown, 60 Independent Director Director Since: April 2020 | Previously the Senior Vice President, Communications and Investor Relations for W.W. Grainger, Inc. (NYSE: GWW), a leading broad line supplier of maintenance, repair and operating products, reporting directly to Grainger’s CEO and Chairman, until her retirement in 2018 after 19 years, including serving as Vice President of Marketing, as well as leading the strategy development and operational execution of Grainger’s multi-year market expansion initiative focused on the top 25 U.S. metro markets. Ms. Dempsey Brown also served as the Vice President of Finance for Grainger’s field sales, operations, marketing and e-business functions. Prior to joining Grainger, Ms. Dempsey Brown was a Vice President at Alliant Foodservice and at Dietary Products at Baxter. She began her career at Baxter in 1985 focusing primarily on financial roles in the distribution and manufacturing businesses. Ms. Dempsey Brown has over 18 years in finance or accounting leadership roles and has extensive knowledge in strategy, M&A, corporate governance, crisis management and general overall business acumen. Ms. Dempsey Brown holds a Bachelor’s degree in accounting from Indiana University and obtained designation as a Certified Public Accountant in 1985. | ● | | | C | | | Cariappa (Cary) M. Chenanda, 56 Independent Director Director Since: April 2020 | Vice President and Officer at Cummins Inc. (NYSE: CMI), a global power provider, whose products range from diesel, natural gas, electric and hybrid powertrains as well as powertrain-related components including filtration, aftertreatment, turbochargers, fuel systems, controls systems, air handling systems, automated transmissions, electric power generation systems, batteries, electrified power systems, hydrogen generation and fuel cell products. Mr. Chenanda has been with Cummins Inc. for 26 years and currently leads their global Emission Solutions business. Previously established and led Cummins Electronics in 2012 and in 2017, and oversaw the unification of the Cummins Electronics and Cummins Fuel System Businesses into one combined business. From 2009 to 2012, served as Executive Director for Global OE Sales and was responsible for new product development at Cummins Filtration in Nashville, TN. From 2007 to 2009, served as the General Manager for the Cummins-Scania Fuel Systems Joint Venture and managed the Fuel Systems startup in Wuhan, China. Between 1998 and 2007, had roles with increasing responsibility in engineering, marketing and purchasing within the Engine Business. Mr. Chenanda has also worked for Ecolab and Robert Bosch GmbH. He is a Certified Purchasing Manager, a certified Six Sigma Green Belt and holds 7 United States patents. Mr. Chenanda currently serves on the Industry Advisory Council for Texas A&M’s Mechanical Engineering and is a board member of the Columbus Regional Hospital Foundation in Indiana. Mr. Chenanda holds an MBA from Indiana University’s Kelly School of Business, an MS in Mechanical Engineering from Texas A&M University and a Bachelor’s in Mechanical Engineering from the University of Mysore, India. | | ● | | ● |

  11. Directors and Executive Officers

    | | 2024 Proxy Statement | 5 |

  12. Directors and Executive Officers

    | Name/Age/Independence/Tenure | | | Committee Membership (C: Chair) | | | | | | | Biographies | Audit | Comp. | Nom. | ESG | | | Josef Matosevic, 52 President, Chief Executive Officer and Director Non-Independent Director Director Since: June 2020 | President and Chief Executive Officer of the Company since June 1, 2020. Currently also serves as non-executive member of the Board of Directors at Electrolux Professional Group. Previously served as Executive Vice President and Chief Operating Officer at Welbilt, Inc. (NYSE: WBT), a global manufacturer of commercial foodservice equipment, since August 2015 as well as interim President and CEO from August through November 2018. Served as Senior Vice President of Global Operational Excellence at The Manitowoc Company, Inc. (NYSE: MTW), a world leading provider of engineered lifting solutions, from 2014 to 2015, and as Executive Vice President of Global Operations from 2012 to 2014. Prior to joining MTW, Mr. Matosevic served in various executive positions with Oshkosh Corporation (NYSE: OSK), a designer, manufacturer and marketer of a broad range of specialty vehicles and vehicle bodies, from 2007 through 2012 as well as Executive Vice President, Global Operations from 2010 to 2012, with responsibility for the defense segment, companies global operating systems and lean deployment. He previously served as Vice President of Global Operations from 2005 to 2007 and Chief Operating Officer from 2007 to 2008 at Wynnchurch Capital, a sub-assembler, distributor and sequencer of complex engineered modules for automotive original equipment manufacturers. Mr. Matosevic has over 27 years of global operating and business experience, with skills and focus on Commercial Sales, M&A, Strategic Operating Systems, Lean Six Sigma practices, automation, and supply chain development. Mr. Matosevic holds a Bachelor’s degree from Bayerische Julius-Maximilian’s Universität in Würzburg, Germany. | | | | | | | Alexander Schuetz, 57 Independent Director Director Since: June 2014 | CEO of Knauf Engineering GmbH, an engineering company in the gypsum based construction materials industry, responsible for a portfolio of multinational projects with a total volume of $500 million. Prior to joining Knauf in February 2009, Dr. Schuetz held various management positions in Finance, Business Development, Mergers & Acquisitions, Project Management and General Management in the fluid power industry at Mannesmann and Bosch Rexroth, including as CEO of Rexroth Mexico and Central America from August 2000 to August 2007. From 1998 to 2000, based in Beijing, China, he was responsible for the Finance, Tax and Legal division at Mannesmann (China) Ltd., the holding company for a number of affiliated companies of the Mannesmann Group, including Rexroth, Demag, Sachs and VDO. In 2003, Dr. Schuetz completed the Robert Bosch North America International General Management Program at Carnegie Mellon University. Dr. Schuetz brings a wealth of experience in major growth regions of the world, including Asia and Latin America and global insights into markets and customers to the Company, including the hydraulics industry. Dr. Schuetz holds a Ph.D. in international commercial law from the University of Muenster, Germany. | | ● | C | | | | Diana Sacchi, 64 Independent Director Director Since: June 2022 | Chief Human Resources Officer at Grameen America, a non-profit micro-finance organization dedicated to lending to women to enable financial mobility. Prior to returning to Grameen America in November 2020, served as EVP & CHRO at Welbilt, (NYSE: WBT), a global manufacturer of commercial foodservice equipment. From June 2014 to January 2016, served as Vice President HR for North America at LG Electronics USA and CHRO at Grameen America, where she built the foundation of the HR function. Ms. Sacchi brings more than 25+ years of global Human Resources expertise in addition to HR advisory and consulting expertise and leadership coaching. Her career includes roles of progressive HR leadership at Avon Products, Bristol Myers Squibb and the United Nations Development Program. As Chief Human Resources Officer for several companies, Ms. Sacchi has advised CEOs, transformed global HR organizations, participated in acquisition and integration activities, and redesigned compensation programs. A leader with exceptional global experience, she has improved the effectiveness of a wide range of organizations, from multi- billion-dollar corporations to nonprofits serving a variety of sectors including manufacturing, cosmetics, electronics, pharmaceuticals, micro-finance and education. Ms. Sacchi holds a B.A. in Psychology from Texas Woman’s University and M.Ed. & M.A. in Psychological Counseling & Organizational Psychology from Columbia University. She is fluent in English, Spanish, and Italian. | | C | ● | |

  13. Directors and Executive Officers

    | 6 | 2024 Proxy Statement | |

  14. Directors and Executive Officers

    | | Name/Age/Tenure | Biographies | | | Josef Matosevic, 52, President, Chief Executive Officer and Director Executive Officer Since: June 2020 | Mr. Matosevic’s biography is provided above in Directors Biographies. | | | Sean Bagan, 48 Chief Financial Officer Executive Officer Since: August 2023 | Chief Financial Officer since August 9, 2023. Mr. Bagan joined Helios after spending 23 years at Polaris Inc., a global leader in powersports and off-road innovation. With extensive financial management leadership experience, Mr. Bagan has more than 20 years of international business, strategic financial operations, and leadership experience. His responsibilities scaled with Polaris over the decades in operational finance, international sales, product segments, acquisitions and corporate finance and treasury. In addition to financial management positions, his roles included general management and operational oversight for U.S. and global businesses. He earned his B.A. double major in Accounting and Management from St. John’s University in Minnesota and began his career with Arthur Andersen, LLP. Mr. Bagan also holds a General Management Certificate from Cambridge University’s Judge Business School in England, along with a Certified Public Accountant (Inactive) Certificate from the state of Minnesota. | | | Matteo Arduini, 51 President Hydraulics, EMEA Executive Officer Since: June 2019 | President of Hydraulics, EMEA, previously President, QRC since June 18, 2019. Previously served as General Manager as well as Chief Financial Officer at Faster. From September 2012 to April 2018, Mr. Arduini was with Brevini /Dana Incorporated (NYSE: DAN). He served as the CFO of the Brevini Group and the project leader in Dana’s acquisition of Brevini Group as well as Head of Finance in Dana Brevini Italy. With previous professional experience with Ernst & Young, Ferrari Cars and Technogym, Mr. Arduini graduated from the University of Parma in 1998 with a degree in Economics | | | Rick Martich, 53 President Hydraulics, Americas Executive Officer Since: March 2023 | President of Hydraulics, Americas since March 30, 2023. Previously served as Interim President as well as Co-General Manager of the CVT business through a previous transition. Mr. Martich Enovation Controls in 2006 and progressed from managing customer service and quality, through leading global manufacturing, to operations and international sales. Mr. Martich was promoted to Senior Vice President, Global Operations in November 2020. He has over 25-years of leadership experience in engineering, manufacturing, finance and sales. Mr. Martich began his career in 1994 as a process/project engineer with PPG Industries. He went on to The Boeing Company where he led Lean Manufacturing activities on the 777 Floor Beam value stream and implemented Toyota Production System concepts & tools. He then spent time with Level 3 Communications where he progressed through a variety of roles across finance, engineering, and field services. A Six-Sigma Black Belt, as well as Gemba & Distribution Kaizen Coach, he holds a Bachelor of Mechanical Engineering degree from Georgia Tech and an MBA from The University of Tulsa with a focus in finance. | | | Lee Wichlacz, 59 President, Electronics Executive Officer Since: December 2022 | President, Electronics since December 7, 2022. Previously served as Group Vice President and General Manger - Americas, at Welbilt, Inc. (NYSE: WBT), leading the Americas product lines as well as its global manufacturing, supply chain, technology, and new product introduction teams. Mr. Wichlacz served in multiple leadership roles at Welbilt including Sr. VP Canada Region and Managing Director, Cleveland, Garland and Lincoln; Sr. VP Product Management and Engineering, and Managing Director, Manitowoc Ice; Sr. VP Global Operations and Procurement; VP & GM, Manitowoc Ice; and Director of Engineering, Manitowoc Foodservice. Prior to joining Welbilt in 2007, he spent 21 years with the Healthcare Division of General Electric. He began his career as a design engineer and progressed to various engineering and operations roles, including executive management. Mr. Wichlacz holds a Bachelor’s degree in mechanical engineering from the University of Wisconsin-Platteville as well as a Master’s degree in mechanical engineering from Marquette University. | | | Marc Greenberg, 47 General Counsel & Secretary Executive Officer Since: January 2022 | General Counsel & Secretary since January 4, 2022, having served as Associate General Counsel since January 2021 when he joined the Company. Previously General Counsel to Diversified Maintenance Systems, LLC, a national facilities maintenance services company, from January 2019 to January 2021. Served as Associate General Counsel at Welbilt Corporation (NYSE: WBT), a global manufacturer of commercial foodservice equipment, from 2016-2019. Prior to his corporate experience, Mr. Greenberg was a litigation attorney in the New York/New Jersey area for over seven years. He began his career in New York, New York as a Commercial Real Estate Agent for Newmark Group, Inc. in 1998 before working as a Corporate Specialist for Computershare Trust Company in November 2021. In addition to over 16 years of legal experience, Mr. Greenberg holds a Bachelor’s degree in Economics from Muhlenberg College in Allentown, PA, as well as a Juris Doctorate degree from Nova Southeastern in Davie, FL, and an MBA from Louisiana State University. |

  15. Directors and Executive Officers

    | | 2024 Proxy Statement | 7 |

  16. Executive Summary

    plan due to the impacts of 1) continued supply chain and logistical constraints resulting in reduced sales, 2) impact of order push-outs on current year sales, and 3) increases in inventory levels on cash flow related to the new Hydraulics Manifold Solutions CoE. As a result of our performance from 2021 through 2023, performance-based restricted stock units granted to our Named Executive Officers pursuant to our 2021 long-term incentive (“LTI”) program were earned at between 148% and 190% of target. Our long-term incentive (“LTI”) program, which includes performance-based incentive metrics, is aligned with our revised long term financial targets laid out as part of our augmented strategy. The 2023 LTI performance-based awards will be measured over a three-year period (2023-2025) and are tied to the financial metrics set for Helios and the segments as described below.

  17. Shareholder Engagement

    | 2023 Compensation Elements | | | | | Pay Element | Purpose | Timeframe | Key Features | | Base Salary | Attract and retain executive talent and compensate for performing day-to-day responsibilities | Annual | Fixed cash compensation reviewed annually based on market data, company performance, and executive’s experience and past and potential contributions to the Company | | Short-term incentive (STI) | Reward performance against principal short-term financial drivers to achieving our objectives under our augmented strategy | Annual | Metrics are based on corporate or subsidiary performance as applicable: • Adjusted EBITDA margin (40%) • Revenue Growth (30%) • Adjusted free cash flow margin (20%), (30% for subsidiary executives) • Personal Goals (10% for corporate) | | • Performance-based restricted stock units (50% of regular LTI grant) | Motivate executives to achieve multi-year corporate financial objectives consistent with the Company’s long-term strategy | Vest after 3 years based on performance achievement | Metrics are based on corporate or subsidiary performance as applicable: • Adjusted EBITDA margin (50%) • Adjusted EPS (50%) | | • Time-vested restricted stock units (50% of regular LTI grant) | Attract and retain executives and motivate support for our long-term strategy | Vest annually pro rata over 3 years | Ultimate value impacted by Company stock price |

  18. Compensation Policies and Practices

    | What we do | What we don’t do | | ✓ Link executive pay to company performance through our annual and long-term incentives | × No single-trigger change-in-control provisions for long-term incentive awards | | ✓ Balance among short- vs. long-term incentives, cash vs. equity and fixed vs. variable pay | × No hedging or pledging by Executives or Directors of equity holdings | | ✓ Compare executive compensation and company performance to relevant peer group companies | × No repricing of underwater stock options | | ✓ Require executives and members of the Board to meet minimum stock ownership requirements | × No tax gross-ups |

  19. Compensation Process and Approach

    Compensation Process and Approach Our compensation program is overseen by the Compensation Committee, comprised of independent Directors, which operates under a charter that was approved by the Board on November 1, 2021, after the Company moved to the New York Stock Exchange. The Compensation Committee reviews the compensation of each individual executive officer annually. The Compensation Committee also makes equity awards under compensation plans approved by the Board and, where required, by the shareholders, to the Chief Executive Officer and to other key management employees on the recommendation of the Chief Executive Officer. Compensation Program & Peer Group Reviews While the Compensation Committee does consider comparative compensation information to gain a general understanding of current compensation practices in the market, it does not benchmark or ultimately target a specific percentile or data point in assessing competitiveness for our compensation programs. Individual opportunities vary based on length of time with the Company, individual performance and level of leadership responsibility within the Company, and other factors. The Company’s compensation program generally seeks to align executive pay with the executive and Company performance and business objectives in order to retain key talent and reward high-performing executives to maintain a strong management team. The Compensation Committee engages independent compensation consultant, Mercer, to review our compensation philosophy and the competitiveness of the NEOs’ compensation levels. In September 2022, the Compensation Committee reviewed the peer group and executive compensation levels for continued appropriateness as part of its executive pay market study. As part of their discussion, the Compensation Committee examined the 2021 Mercer executive compensation report to compare the Company, its executive compensation peer group as well as similarly sized companies within our survey databases. In addition, the Compensation Committee considered and assessed all relevant factors set forth in Rule 10C-1(b)(4)(i) through (vi) under the Securities Exchange Act of 1934, that could give rise to a potential conflict of interest with respect to Mercer. Based on this review, the Compensation Committee is not aware of any conflict of interest that has been raised by the work performed by Mercer. Given the Company’s growth trajectory, the 2021 executive compensation review targeted a larger size for the executive compensation peer group and recommended a revised peer group of companies with revenues of approximately $1B and market capitalization of approximately $4B. Mercer made changes to the peer group and executive pay levels for 2022 to more closely align executive pay with the market median. Based on Mercer’s recommendations and to more appropriately reflect the Company’s size, the Compensation Committee added 11 new companies to reflect the larger size and removed two: AAON, Inc. and Actuant Corporation (later became Enerpac Tool Group) [given their relatively smaller size]. The peer group includes the 25 companies identified for purposes of 2023 executive pay determinations as the Compensation Committee did not make any changes to the Peer Group for 2023. (See “2023 Peer Group” below). To assist the Compensation Committee in reviewing and setting executive compensation for 2023, and ultimately confirming the existing Peer Group from 2022, the Compensation Committee considered data from Annual Reports and Proxy Statements of selected peer group companies. The scope of this evaluation included a detailed review of the compensation program including base salary, target short-term incentive opportunity, total cash compensation (salary & annual incentives), long-term incentive opportunity and total direct compensation (salary, annual incentives, & long-term incentive. The Compensation Committee reviewed information on Revenues, Income, and executive compensation for other U.S. public manufacturing companies and selected businesses of similar size and scope. The Compensation Committee also considered information on compensation practices, including employee benefits, from manufacturing companies in other countries in which we operate to help ensure we maintain competitiveness in the markets in which our executive officers reside.

  20. Compensation Process and Approach

    | 2023 Peer Group Companies | | | Albany International Corp. | Lindsay Corp. | | Altra Industrial Motion Corp. | Mueller Water Products, Inc. | | Badger Meter, Inc. | NV5 Global, Inc. | | Barnes Group, Inc. | Protolabs, Inc. | | Chart Industries, Inc. | RBC Bearings Incorporated | | CIRCOR International, Inc. | Rexnord Corporation | | Dorman Products, Inc. | SPX Flow, Inc. | | Douglas Dynamics, Inc. | Tennant Company | | Enpro Industries, Inc. | The Gorman-Rupp Company | | ESCO Technologies Inc. | Trimas Corp. | | Franklin Electric Co., Inc. | Watts Water Technologies, Inc. | | John Bean Technologies, Inc. | Woodward, Inc. | | Kadant, Inc. | |

  21. Compensation Process and Approach

    The 2023 peer group includes primarily companies in the industrial machinery industry similar in size to the Company based on revenue and market capitalization, and with which the Company competes for talent. At the time 2023 compensation levels were set, the Company’s percentile rank for revenue and market capitalization compared to the 2023 peer group were as follows:

  22. Compensation Process and Approach

    | 2023 Peer Group | | | | Percentile Rank | Revenue (in millions) * | Market Capitalization (in millions) * | | 25th Percentile | $762 | $2,342 | | Median | $1,189 | $3,485 | | 75th Percentile | $1,731 | $5,600 | | Helios Technologies | $1,000 | $4,000 | | Helios Technologies Percentile Rank | 33% | 61% |

  23. Components of Executive Compensation

    The Compensation Committee determines executive compensation with the following elements: base salary, STI, LTI, and benefits. For 2023, the Compensation Committee of the Board confirmed the weightings of the pay elements which align directly with Company performance by affirming the allocation of long-term compensation for the Named Executive Officers at 50% time- based restricted stock units and 50% performance-based restricted stock units. Base Salary Our approach to compensating executive officers is to pay salaries generally competitive with salaries paid to executives of other manufacturing companies, particularly in our geographic areas. The Compensation Committee approved salary increases for 2023 as part of a plan to more closely align total compensation with the median of our peer group. Our overall financial performance also influences the general level of salary increases. The Compensation Committee reviews salaries annually. The Chief Executive Officer, after seeking input from other key managers and reviewing selected market data, recommended increases for the other Named Executive Officers based on his analysis of each individual executive’s experience and past and potential contributions to the Company. Any base salary increases are ultimately determined and approved by the Compensation Committee. Based on the foregoing factors, salary increases for 2023 ranged from 6% to 17% for the NEOs, as set forth in the following table:

  24. Components of Executive Compensation

    | Named Executive Officer | 2023 STI Target (as a Percentage of Base Salary) | 2023 STI Target (Expressed in Dollars) | | Josef Matosevic | 100% | $950,000 | | Sean Bagan | 65% | $286,000 | | Marc Greenberg | 60% | $198,000 | | Matteo Arduini | 60% | $210,000 | | Lee Wichlacz | 50% | $132,500 | | Tricia Fulton | 75% | $397,500 | | Jason Morgan | 60% | $210,000 |

  25. Components of Executive Compensation

    Annual cash incentive awards for the NEOs in 2023 were contingent on the attainment of corporate and segment performance metrics established by management and approved by the Compensation Committee. Target goals were set using the anticipated 2023 budget of the Company and external financial guidance range to determine target and maximum payments. STI increases were determined by the Compensation Committee after engagement with Mercer to review peer group compensation and survey data to bring compensation closer to the market median. Corporate Executives. For 2023, the Compensation Committee set annual incentive cash targets for corporate-level NEOs (Josef Matosevic, Sean Bagan, Marc Greenberg and Tricia Fulton) based on meeting the following performance goals:

  26. Components of Executive Compensation

    | Measure | Weighting | Results | Payout | | Adjusted EBITDA Margin (1) | 40% | 19.4% | 0% | | Revenue Growth (1) | 30% | -6.3% | 0% | | Adjusted Free Cash Flow Margin (1) | 20% | 10.3%(2) | 50% | | Personal Goal | 10% | | Max | | Overall Payout Percentage (Corporate Measures) | | | 30% |

  27. Components of Executive Compensation

    | Measure | Weighting | Hydraulics Segment Results | Electronics Segment Results | Hydraulics Electronics Segment Payout | | Segment Adjusted EBITDA Margin (1) | 40% | 25.2% | 16.9% | 0% | | Segment Revenue Growth (1) | 30% | 2.6% | -20.6% | 0% | | Segment Adjusted Free Cash Flow Margin (1) | 30% | 13.9% | 8.1% | | | Overall Payout Percentage (Segment Measures) | | | | 0% |

  28. Components of Executive Compensation

    | Named Executive Officer | Target as a % of Base Salary | Target | Maximum | Actual Award as a % of Base Salary | Actual Payout | | Josef Matosevic | 100% | 100% | 200% | 30% | $285,000 | | Sean Bagan (1) | 65% | 100% | 200% | 30% | $35,965 | | Marc Greenberg | 60% | 100% | 200% | 30% | $59,400 | | Matteo Arduini | 60% | 100% | 200% | 0% | $0 | | Lee Wichlacz | 50% | 100% | 200% | 0% | $0 | | Tricia Fulton (2) | 75% | 100% | 200% | — | — | | Jason Morgan (2) | 60% | 100% | 200% | — | — |

  29. Components of Executive Compensation

    | (1) Mr. Bagan was appointed CFO on August 9, 2023. His STI payout was pro-rated for the partial year. |

  30. Components of Executive Compensation

    | (2) Award payout was forfeited with departure, as further described below. |

  31. Components of Executive Compensation

    Long-Term Incentives We use equity awards as long-term incentives for Executive Officers and other key managers. In January 2023, the Compensation Committee initially granted our NEOs performance-based restricted stock units (weighted 50%) and time-based restricted stock units (weighted 50%). For 2023, the Compensation Committee revised the equity award mix in our LTI program to align both officers and non-officers by eliminating stock options (previously weighted 25%) for Company officers. Performance-based restricted stock units generally vest in full after three years based on meeting certain performance goals, and time-vested restricted stock units generally vest annually pro rata over three years. The purpose of the LTI awards is to attract, retain, and motivate executives, consistent with the Company’s long-term strategy, and to align the interests of executives with those of shareholders by giving them a personal interest in the value of the Company’s Common Stock over the long term.

  32. Components of Executive Compensation

    All time-based and performance-based restricted stock units are settled in Company common stock. In setting LTI award levels as a percentage of base salary, the Compensation Committee considered the results of Mercer’s competitive market analysis in an effort to better align executives’ award levels with the median of peer company award levels. For 2023, our NEOs were awarded the following restricted stock units and performance-based restricted stock units:

  33. Components of Executive Compensation

    | Named Executive Officer | Target as a % of Base Salary | Number of Time-based Restricted Stock Units Awarded | Number of Performance-based Restricted Stock Units Awarded | | Josef Matosevic | 475% | 39,737 | 39,737 | | Sean Bagan (1) | 140% | 2,312 | 2,312 | | Marc Greenberg | 100% | 2,906 | 2,906 | | Matteo Arduini | 100% | 3,082 | 3,083 | | Lee Wichlacz | 60% | 1,400 | 1,401 | | Tricia Fulton (2) | 170% | 7,934 | 7,935 | | Jason Morgan (3) | 125% | 3,853 | 3,853 |

  34. Components of Executive Compensation

    | (1) Mr. Bagan was appointed CFO on August 9, 2023. His 2023 awards were pro-rated for the partial year. Additionally, the number of time-based restricted stock units included in the table above does not include 4,000 restricted stock units granted as a sign-on award. |

  35. Components of Executive Compensation

    | (2) Ms. Fulton forfeited her 2023 annual equity award when she stepped down as CFO and separated from the Company effective August 9, 2023. |

  36. Components of Executive Compensation

    | (3) Mr. Morgan forfeited his 2023 annual equity award when he stepped down as President, CVT and separated from the Company effective March 20, 2023. |

  37. Components of Executive Compensation

    Performance-Based Restricted Stock Units. The performance-based restricted stock units generally vest after three years based on performance against threshold, target and maximum goals with respect to certain metrics over a three-year performance period. Payout for each metric may be from 0% to 200% of the performance-based restricted stock units allocated to that metric. For 2023, the measures for corporate executives were adjusted EBITDA margin (50%) and adjusted EPS (50%). Adjusted EBITDA margin and adjusted EPS are driven by revenue growth, partially offset by items such as freight, seasonality, foreign currency exchange, one-time operational items, and the impact of acquisitions. Helios believes adjusted EBITDA margin and adjusted EPS, which are non-GAAP measures, are good measures of the Company’s operating performance. For Matteo Arduini, Lee Wichlacz and Jason Morgan who are employed by a subsidiary, LTI measures are tied to the same metrics but for segment level performance. For purposes of these awards, adjusted EBITDA margin is calculated in substantially the same manner as under the STI program (as described above). Adjusted EPS is calculated as net income adjusted for amortization and certain other charges divided by diluted weighted average common shares outstanding. Time-Based Restricted Stock Units. The time-based restricted stock unit generally vest annually pro rata over three years. The Committee determined this form of long- term compensation, tied to value creation for the Company, aligns the interests of officers with those of shareholders. The objectives of the time-based restricted stock unit awards are to reward Officers for long-term service, encourage retention, and promote equity ownership in the Company. In 2022, the Compensation Committee assessed the impact of the pandemic on the LTI plan awards for the 2020-2022 performance periods, and, in an effort to continue to incentivize and retain the executive team, after considering various alternatives, decided to adjust the LTI plan targets for the 2021-2023 performance period. The Compensation Committee adjusted the targets for the 2021-2023 performance period to eliminate the target revenue compound annual growth rate (“CAGR”) goals and increase both the adjusted EPS as well as the adjusted EBITDA goal. In revising the targets, the Committee also considered the investments into the business needed to impact EBITDA margins. Prior Year Equity Awards. Payout of 2021-2023 Performance-Based Restricted Stock Unit Awards Corporate Executives. The below table presents the results of the performance-based restricted stock units granted in 2021 to corporate executives Josef Matosevic and Tricia Fulton. The units vested following the 3-year performance period that ran from 2021 – 2023.

  38. Components of Executive Compensation

    | Measure | Weighting | Actual | Payout | | Adjusted EBITDA Margin (1) | 50% | 22.5% | 100% | | Adjusted EPS (1) | 50% | $10.37 | 196% |

  39. Components of Executive Compensation

    | Measure | Weighting | CVT Results / Payout | QRC Results / Payout | | Subsidiary Adjusted EBITDA Margin (1) | 50% | 26.6%/71% | 28.7%/180% | | Subsidiary Adjusted EPS (1) | 50% | $5.48/109% | $3.31/200% |

  40. Components of Executive Compensation

    Update on 2022 Performance-Based Stock Option Awards On October 1, 2022, the Compensation Committee approved a performance-based stock option award to each of Mr. Matosevic, Ms. Fulton, Mr. Arduini. Mr. Morgan and Mr. Greenberg. In approving these awards, the Compensation Committee considered the extraordinary contributions of the Company’s executive team in connection with the acquisitions completed during 2022. The awards will be earned based on Company stock price appreciation performance and cover shares of the Company’s common stock at an exercise price of $50.60 per share. Initially, from 0% to 100% the Award will be earned and exercisable after the second anniversary of the grant date based on the highest closing price of the Company’s common stock during the period beginning on October 1, 2022, and ending on October 1, 2024 as follows: no portion of the award will become exercisable if stock price achievement is below $70; one-third of the award will become exercisable if stock price achievement is at least $70 but less than $80; two-thirds will become exercisable if stock price achievement is at least $80 but less than $90; and all of the award will become exercisable if stock price achievement is $90 or greater. To the extent the award is not fully earned based on stock price achievement as of October 1, 2024, the unearned portion of the award will be earned if the stock price achievement hurdle for such unvested portion is achieved prior to the expiration of the award. The award will expire on October 1, 2032. As of April 25, 2024, one-third of the stock price achievement hurdles have been met. Other Compensation Retirement Plan. All U.S.-based employees, including the Named Executive Officers, are eligible to participate in the Helios Technologies, Inc. 401(k) (the “Plan”). Under the tax-qualified Plan, employees are able to contribute the lesser of up to 100% of their annual salary or the limit prescribed by the Internal Revenue Service to the Plan on a before or after tax basis. Based on years of service, we match 100% of up to the first 6% of pay contributed to the Plan. All employee contributions are fully vested upon contribution. Our matching contributions vest over a five-year period—20% after one year, 40% after two years, 60% after three years, 80% after four years and 100% after five years. Mr. Arduini, who is located in Italy, is eligible for certain retirement benefits under plans specific to Italian-based employees. Mr. Arduini is a participant in a state retirement pension plan. His employer, Faster S.r.l., contributes $26,341 per year for the benefit of Mr. Arduini’s retirement in the state plan. Additionally, Mr. Arduini is a participant in the Previndai, a supplemental pension plan. In this plan, Mr. Arduini contributes a portion of his salary into the plan and the Company makes a contribution in the amount of $7,585 per year. These amounts are paid in Euros and converted to U.S. dollars (for purposes of this disclosure) using an average exchange rate for 2023 of $1.081629/Euro. Under the terms of the Previndai, Mr. Arduini’s family members are also eligible to participate at their discretion. At retirement, Mr. Arduini will be able to access the Previndai funds in the form of an annuity, lump sum or combination of both and the state plan is paid out in the form of monthly payment. Perquisites and Other Benefits. To provide a market competitive total compensation package, we provide a limited amount of perquisites and supplemental benefits to our Named Executive Officers. In 2023, we provided the following: supplemental life and long- term disability insurance, car allowance, limited recognition rewards and housing as well as Italian statutory severance plan contributions. Any aggregate incremental cost to us of perquisites and supplemental benefits provided in 2023 is presented in the Summary Compensation Table and footnotes.

  41. Risks Arising from Compensation Policies and Practices

    | • | Balance among short- and long-term incentives, cash and equity and fixed and variable pay |

  42. Risks Arising from Compensation Policies and Practices

    | • | Multiple performance measures |

  43. Risks Arising from Compensation Policies and Practices

    | • | Limited change-in-control (CIC) benefits |

  44. Employment Agreements and Change-in-Control Provisions

    Employment Agreements and Change-in-Control Provisions The Company typically does not enter into employment agreements with its executives. However, as customary in Italy, an employment agreement was entered into with Mr. Arduini in connection with his promotion to the role of General Manager and Managing Director of Faster (known internally as “President, QRC”). The Company also has entered into continuity and severance agreements with each of the NEOs to protect them from loss of income in the case of change of control and to provide protections for the Company and the NEOs covering employment related issues as well as confidentiality. Arduini Employment Agreement The Company entered into an employment agreement with Mr. Arduini effective January 1, 2019 in connection with his promotion to the role of General Manager and Managing Director of Faster. Mr. Arduini’s employment agreement sets forth an annual gross base salary, target cash bonus (short-term incentive or “STI”), and participation in the Helios Long-Term Incentive (LTI) Plan. Mr. Arduini’s employment agreement also provides for an annual amount as consideration for entering into the non-competition agreement, as required by Italian law for the enforcement of certain restrictive covenants. The amount is included in his base salary. Mr. Arduini’s employment agreement was amended in 2020 and 2021 to reflect increases in his compensation package. For 2023, Mr. Arduini’s base salary was increased to $378,570, his target STI percentage was 60% of his base salary, and the total value of his LTI was 100% of his base salary. Mr. Arduini’s 2023 LTI award consisted of 50% time-based restricted stock units (“RSUs”), and 50% performance based RSUs (“PRSUs”). Mr. Arduini has an opportunity to earn up to 200% of his target STI award and up to 200% of the portion of his LTI award that consists of performance based RSUs for exceptional achievement of predetermined metrics. In addition, Mr. Arduini received $8,701 per year in a housing allowance and a company vehicle allowance in the amount of $25,125, which are paid in Euros and converted to U.S. dollars (for purposes of this disclosure) using an average exchange rate for 2023 of $1.081629/Euro. Executive Officer Continuity Agreements The Company entered into Executive Officer Continuity Agreements (“Continuity Agreements”) with each of the Company’s NEOs: Josef Matosevic, Sean Bagan, Marc Greenberg, Matteo Arduini, Lee Wichlacz, Tricia Fulton and Jason Morgan. The Continuity Agreements provide for certain benefits to be paid to the executive in connection with a termination of employment that takes place in connection with a “Change of Control” (as defined in the Continuity Agreements). The Continuity Agreements supersede and replace any prior agreements. The Continuity Agreements provide that on termination of the executive’s employment or other triggering event during the two-year period immediately following, or within 90 days prior to, a change in control, as defined in the Continuity Agreements, he or she is entitled to a lump-sum payment equal to twice the amount of his or her annual salary, plus the cash value at the time of grant of the executive’s current year short-term compensation award, and continuing medical benefits, at the Company’s expense, for the executive and his or her family, for a period of 24 months. The executive also is entitled to immediate vesting of, and an extended period following termination, to exercise all unvested and unexercised stock options and immediate vesting and lapse of all forfeiture provisions relating to, and restrictions upon transfer of, all previously issued shares and restricted stock units. To receive the payment and benefits under the Continuity Agreement, the executive must execute a general release and comply with the restrictive covenants set forth in his or her other agreements with the Company during the 24-month period following termination of employment. Executive Officer Severance Agreement The Company entered into Executive Officer Severance Agreements (“Severance Agreements”) with each of the Company’s NEOs: Josef Matosevic, Sean Bagan, Marc Greenberg, Matteo Arduini, Lee Wichlacz, Tricia Fulton and Jason Morgan. The Severance Agreements provide for certain benefits to be paid to the executive in connection with a termination of employment that does not occur in connection with a change in ownership or control of the Company. Mr. Arduini is based in Italy and his Italian employment contract would supersede the Severance Agreement where the provisions are more favorable. The Severance Agreements provide that on an “Involuntary Termination of Employment” (as defined in the Severance Agreement), the executive is entitled to a continuation of his or her annual base salary for twelve months, a payment equal to the target value at the time of grant of the executive’s current year short-term compensation award, and continuing medical benefits, at Company expense, for the executive and his or her family for a period of twelve months. To receive the payment and benefits under the Severance Agreement, the executive must comply with a number of conditions including, executing a general release and complying with the restrictive covenants set forth in his or her agreement(s) with the Company for a period of twelve months following termination of employment.

  45. Employment Agreements and Change-in-Control Provisions

    | | 2024 Proxy Statement | 49 |

  46. Employment Agreements and Change-in-Control Provisions

    Mr. Arduini is entitled to certain additional severance components pursuant to his employment contract and Italian law in the event of an Involuntary Termination. In the event a benefit is higher under Italian law provided for under his Severance Agreement, Italian law will govern with the higher term. Based on the events and reasons for the termination, Mr. Arduini may receive, based on his current seniority with the Company, six months of notice period compensation plus up to eight months of supplemental indemnity, the average amount of his short-term incentive award (based on the last three years), an amount, for the duration of his notice period for continued coverage on his health and welfare plans, his car and housing allowances, and contributions to his pension schemes. In addition, Mr. Arduini will receive consideration for the value of his non-competition clause (the difference between 50% of his annual salary for three years less payments already made). On June 4, 2021, the Company entered into an Amended and Restated Executive Officer Severance Agreement (“Amended CEO Agreement”) with Josef Matosevic. The Amended CEO Agreement modified the terms of Mr. Matosevic’s original Executive Severance Agreement (“Original CEO Agreement”). The Amended CEO Agreement provides for certain benefits to be paid to Mr. Matosevic in connection with a termination of employment that does not occur in connection with a change in ownership or control of the Company. The Amended CEO Agreement provides that on an “Involuntary Termination of Employment” (as defined in the Severance Agreement), the executive is entitled to a continuation of his annual base salary for 24 months, a payment equal to 200% of the target value at the time of grant of the executive’s current year short-term compensation award, immediate vesting of all stock options, RSUs and PRSUs (at 100% of target, except for PRSUs granted in the year of termination, which will only vest if the termination date occurs at least six months after the beginning of the performance period, and which will vest (if at all) at target on a pro-rata basis) which are outstanding on the date of termination, an extended exercise period of up to one year for vested stock options, and continuing medical benefits, at Company expense, for the executive and his family for a period of 24 months, among other benefits. To receive the payment and benefits under the Amended CEO Agreement, the executive must comply with a number of conditions including, executing a general release and complying with the restrictive covenants set forth in his or her agreement(s) with the Company for a term in effect until all payments and benefits have been made or provided to executive. Departure of Executive Vice President and Chief Financial Officer As previously disclosed, Ms. Fulton departed the Company effective August 8, 2023. In connection with her departure and to effectuate a smooth transition of her duties, the Company entered into an advisory and transition services agreement with Ms. Fulton, pursuant to which Ms. Fulton will provide advisory and transition services during the period of twelve months following her departure, in exchange for a bi-weekly fee of $40,000 for a period of twelve months. Departure of President of CVT As previously disclosed, Mr. Morgan departed the Company effective March 30, 2023. In connection with his departure and to effectuate a smooth transition of his duties, as well as provide advisory services with the Company’s regional structure change, the Company entered into an advisory and transition services agreement with Mr. Morgan, pursuant to which Mr. Morgan provided transition and advisory services during a period of six months following his departure, in exchange for continuation of Mr. Morgan’s base salary and COBRA-eligible benefits for twelve months following March 30, 2023; as well as a lump-sum payment of $419,113 and payment of his target 2023 STI award at the target level.

  47. Employment Agreements and Change-in-Control Provisions

    | 50 | 2024 Proxy Statement | |

  48. Summary Compensation Table

    Summary Compensation Table The table below summarizes the total compensation of the Named Executive Officers serving as such for the fiscal years ended December 30, 2023, December 31, 2022, and January 1, 2022 as applicable. When setting total compensation for each of the Named Executive Officers, the Compensation Committee reviews the executive’s current compensation, including equity and non-equity-based compensation, compensation history, performance and other information it deems relevant.

  49. FISCAL 2023 SUMMARY COMPENSATION TABLE

    FISCAL 2023 SUMMARY COMPENSATION TABLE

  50. FISCAL 2023 SUMMARY COMPENSATION TABLE

    | Named Executive Officer | Year | Salary ($) | Bonus ($) | Stock Awards ($) (1) | Option Awards ($) (1) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) (2) | Total ($) | | Josef Matosevic | 2023 | 950,000 | | 4,445,378 | | 285,000 | 34,900 | 5,715,278 | | President and | 2022 | 900,000 | | 3,292,414 | 1,697,200 | 621,000 | 33,667 | 6,544,281 | | Chief Executive Officer | 2021 | 786,000 | 813,450 | 1,909,543 | 225,483 | 1,572,000 | 25,500 | 5,331,976 | | Sean Bagan (3) | 2023 | 176,000 | 113,920 | 506,655 | | 35,965 | 2,031 | 834,571 | | Chief Financial Officer | | | | | | | | | | Marc Greenberg | 2023 | 330,000 | | 494,384 | | 59,400 | 9,900 | 893,684 | | General Counsel and | 2022 | 290,000 | — | 201,325 | 113,147 | 100,050 | 5,689 | 710,211 | | Secretary | | | | | | | | | | Matteo Arduini (4) | 2023 | 350,000 | | 514,129 | | | 98,992 | 963,121 | | President, Hydraulics EMEA | 2022 | 315,000 | | 265,512 | 113,147 | 90,720 | 89,479 | 873,857 | | | 2021 | 306,000 | 108,460 | 276,150 | 23,821 | 230,028 | 98,484 | 1,042,942 | | Lee Wichlacz (5) | 2023 | 265,000 | | 156,674 | | | 43,444 | 465,118 | | President Electronics | | | | | | | | | | Tricia Fulton (6) | 2023 | 319,452 | | 1,169,782 | | | 419,463 | 1,908,697 | | Former Chief Financial Officer | 2022 | 480,000 | | 713,806 | 297,010 | 231,840 | 18,300 | 1,740,956 | | | 2021 | 435,000 | 325,380 | 731,935 | 60,451 | 565,500 | 17,400 | 2,135,666 | | Jason Morgan (7) | 2023 | 350,000 | | 628,540 | | | 632,953 | 1,611,493 | | Former President, CVT | 2022 | 300,000 | — | 297,504 | 113,147 | 96,000 | 11,846 | 818,497 | | | 2021 | 237,000 | 162,690 | 127,635 | | 154,430 | 7,573 | 689,327 |

  51. FISCAL 2023 SUMMARY COMPENSATION TABLE

    | 52 | 2024 Proxy Statement | |

  52. FISCAL 2023 SUMMARY COMPENSATION TABLE

    | (1) The dollar values shown represent the grant date fair values for time-based and performance-based restricted stock unit awards calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) Topic 718. Performance-based restricted stock unit awards are subject to performance-based vesting criteria. Reported values are based on the probable outcome of the performance conditions as of the grant date. The values of the awards at the grant date assuming that the highest level of performance conditions will be achieved, are as follows: |

  53. FISCAL 2023 SUMMARY COMPENSATION TABLE

    | Named Executive Officer | Year | Stock Awards, Assuming Highest Level of Performance Conditions are Achieved ($) | | Josef Matosevic | 2023 | $6,661,511 | | Sean Bagan | 2023 | $632,613 | | Marc Greenberg | 2023 | $656,452 | | Matteo Arduini | 2023 | $686,068 | | Lee Wichlacz | 2023 | $234,808 | | Tricia Fulton | 2023 | $1,612,317 | | Jason Morgan | 2023 | |

  54. FISCAL 2023 SUMMARY COMPENSATION TABLE

    | (2) All Other Compensation amounts for 2023 are as follows: |

  55. FISCAL 2023 SUMMARY COMPENSATION TABLE

    | Named Executive Officer | Year | Perquisites and Other Personal Benefits ($) | Company Contributions to Retirement and 401(k) Plans ($) | Payment of Consulting Fees ($) | Total ($) | | Josef Matosevic | 2023 | $25,000(a) | $9,900 | | $34,900 | | Sean Bagan | 2023 | | $2,031 | | $2,031 | | Marc Greenberg | 2023 | | $9,900 | | $9,900 | | Matteo Arduini | 2023 | $61,969(b) | $37,023 | | $98,992 | | Lee Wichlacz | 2023 | $35,800(c) | $7,644 | | $43,444 | | Tricia Fulton | 2023 | | $19,800 | $399,663(d) | $419,463 | | Jason Morgan | 2023 | | $3,840 | $629,113(d) | $632,953 |

  56. FISCAL 2023 SUMMARY COMPENSATION TABLE

    | (a) Represents car allowance of $25,000. |

  57. FISCAL 2023 SUMMARY COMPENSATION TABLE

    | (b) Represents car allowance of $25,125, housing allowance of $8,701, and amounts contributed to employee’s Trattamento di Fine Rapporto (TFR) (Italian statutory severance plan), $28,143. |

  58. FISCAL 2023 SUMMARY COMPENSATION TABLE

    | (c) Represents allowance for moving expenses. |

  59. FISCAL 2023 SUMMARY COMPENSATION TABLE

    | (d) Represents amounts paid for consulting services provided post employment. |

  60. FISCAL 2023 SUMMARY COMPENSATION TABLE

    | (3) Sean Bagan joined the Company as CFO in August 2023. |

  61. FISCAL 2023 SUMMARY COMPENSATION TABLE

    | (4) Cash amounts for Mr. Arduini are paid in Euros, and for 2023 such amounts have been converted into U.S. dollars based on an average conversion rate of €1 to $1.081629 during 2023. |

  62. FISCAL 2023 SUMMARY COMPENSATION TABLE

    | (5) Lee Wichlacz assumed the role President Electronics in December 2022. |

  63. FISCAL 2023 SUMMARY COMPENSATION TABLE

    | (6) Tricia Fulton separated from the Company in August 2023. Stock and option awards were forfeited upon termination. |

  64. FISCAL 2023 SUMMARY COMPENSATION TABLE

    | (7) Jason Morgan separated from the Company in March 2023. Stock and option awards were forfeited upon termination. |

  65. FISCAL 2023 SUMMARY COMPENSATION TABLE

    | | 2024 Proxy Statement | 53 |

  66. FISCAL 2023 GRANTS OF PLAN-BASED AWARDS

    FISCAL 2023 GRANTS OF PLAN-BASED AWARDS

  67. FISCAL 2023 GRANTS OF PLAN-BASED AWARDS

    | GRANTS OF PLAN-BASED AWARDS | | Estimated future payouts under non-equity incentive plan awards | | | Estimated future payouts under equity incentive plan awards (2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or base price of option awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($) (3) | | Name | Grant Date | Threshold ($) (1) | Target ($) | Maximum ($) | Threshold (#) (1) | Target (#) | Maximum (#) | | | | | | Josef Matosevic | January 6, 2023 | | | | — | 39,737 | 79,474 | | | | 2,216,132 | | | January 6, 2023 | | | | | | | 39,737 | | | 2,229,246 | | | January 3, 2023 | — | 950,000 | 1,900,000 | | | | | | | | | Sean Bagan | October 1, 2023 | | | | — | 2,312 | 4,624 | | | | 125,958 | | | October 1, 2023 | | | | | | | 2,312 | | | 126,698 | | | August 9, 2023 | | | | | | | 4,000 | | | 254,000 | | Marc Greenberg | January 6, 2023 | | | | — | 2,906 | 5,812 | | | | 162,068 | | | January 6, 2023 | | | | | | | 5,906 | | | 332,317 | | | January 3, 2023 | | 198,000 | 396,000 | | | | | | | | | Matteo Arduini | January 6, 2023 | | | | — | 3,803 | 6,166 | | | | 171,939 | | | January 6, 2023 | | | | | | | 6,082 | | | 342,190 | | | January 3, 2023 | — | 210,000 | 420,000 | | | | | | | | | Lee Wichlacz | January 6, 2023 | | | | — | 1,401 | 2,802 | | | | 78,134 | | | January 6, 2023 | | | | | | | 1,400 | | | 78,540 | | | January 3, 2023 | — | 132,500 | 265,000 | | | | | | | | | Tricia Fulton | January 6, 2023 | | | | — | 7,935 | 15,870 | | | | 442,535 | | | January 6, 2023 | | | | | | | 12,934 | | | 727,247 | | | January 3, 2023 | — | 397,500 | 795,000 | | | | | | | | | Jason Morgan | January 6, 2023 | | | | — | 3,853 | 7,706 | | | | 214,882 | | | January 6, 2023 | | | | | | | 7,353 | | | 413,658 | | | January 3, 2023 | — | 210,000 | 420,000 | | | | | | | |

  68. FISCAL 2023 GRANTS OF PLAN-BASED AWARDS

    | (1) There are no thresholds for the awards. |

  69. FISCAL 2023 GRANTS OF PLAN-BASED AWARDS

    | (2) Represents the number of performance-based restricted stock units and options granted under the 2019 Equity Incentive Plan. Dividends were not paid on the restricted stock units. |

  70. FISCAL 2023 GRANTS OF PLAN-BASED AWARDS

    | (3) Grant date fair value of awards computed in accordance with FASB ASC Topic 718, with reported values for performance-based awards based on the probable outcome of the performance conditions as of the grant date. |

  71. FISCAL 2023 GRANTS OF PLAN-BASED AWARDS

    | (4) Stock options are subject to a one-year service requirement from the date of grant and will generally vest on or after the second anniversary of the grant date upon the Company’s achievement of the following stock price hurdles :1/3 vested at $70/share; 2/3 vested at $80/share; and 100% vested at $90/share. |

  72. FISCAL 2023 GRANTS OF PLAN-BASED AWARDS

    | 54 | 2024 Proxy Statement | |

  73. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

  74. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) (6) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Josef Matosevic | 5,127 | | | 35.04 | 7/1/2030 | | | | | | | 7,276 | 3,638(1) | | 55.03 | 1/28/2031 | | | | | | | | | 60,000 | 50.60 | 10/1/2032 | | | | | | | | | | | | 54,147(1) | 2,455,566 | 55,895(1) | 2,534,838 | | Sean Bagan | | | | | | 6,312(2) | 286,249 | 2,312(2) | 104,849 | | Marc Greenberg | | | 4,000 | 50.60 | 10/1/2032 | | | | | | | | | | | | 6,747(3) | 305,976 | 3,894(3) | 176,593 | | Matteo Arduini | 874 | | | 39.75 | 2/28/2030 | | | | | | | 768 | 385(4) | | 55.03 | 1/28/2031 | | | | | | | | | 4,000 | 50.60 | 10/1/2032 | | | | | | | | | | | | 7,336(4) | 332,688 | 4,386(4) | 198,905 | | Lee Wichlacz | | | | | | 1,400(5) | 63,490 | 1,401(5) | 63,535 | | Tricia Fulton | 3,239 | | | 39.75 | 2/28/2030 | | | | | | | 1,950 | 976(6) | | 55.03 | 1/28/2031 | | | | | | | | | | | | 9,788(6) | 443,886 | | | | Jason Morgan | | | | | | | | | |

  75. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | (1) Unexerciseable options vest as follows: 3,638 on January 28, 2024. Unvested time-based stock awards represent restricted stock that will vest as follows: 5,386 on January 3, 2024, 13,245 on January 6, 2024, 3,638 on January 28, 2024, and 5,386 on January 3, 2025, 13,246 on January 6, 2025 and 13,246 on January 6, 2026. Unvested unearned stock awards represent restricted units that are contingent upon the achievement of pre-established performance metrics and vest as follows: up to 200% of 21,827 shares on December 30, 2023 (included in the table at the maximum payout of 200% as the level of performance is tracking above target) up to 200% of 16,158 shares on December 28, 2024 (included in the table at the target payout of 100%) and up to 200% of 39,737 shares on March 15, 2026 (included in the table at the target payout of 100%). |

  76. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | (2) Unvested time-based stock awards represent restricted stock that will vest as follows: 4,000 on January 2, 2024, 770 on October 1, 2024, 771 on October 1, 2025 and 771 on October 1, 2026. Unvested unearned stock awards represent restricted units that are contingent upon the achievement of pre-established performance metrics and vest as follows: up to 200% of 2,312 shares on March 15, 2026 (included in the table at the target payout of 100%). |

  77. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | (3) Unvested time-based stock awards represent restricted stock that will vest as follows: 329 on January 3, 2024, 3,968 on January 6, 2024, 182 on January 28, 2024, 330 on January 3, 2025, 969 on January 6, 2025 and 969 on January 6, 2026. Unvested unearned stock awards represent restricted units that are contingent upon the achievement of pre-established performance metrics and vest as follows: up to 200% of 988 shares on December 28, 2024 (included in the table at the target payout of 100%) and 2,906 shares on March 15, 2026 (included in the table at the target payout of 100%). |

  78. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | (4) Unexerciseable options vest as follows: 385 on January 28, 2024. Unvested time-based stock awards represent restricted stock that will vest as follows: 434 on January 3, 2024, 4,027 on January 6, 2024, 385 on January 28, 2024, 435 on January 3, 2025, 1,027 on January 6, 2025 and 1,028 on January 6, 2026. Unvested unearned stock awards represent restricted units that are contingent upon the achievement of pre-established performance metrics and vest as follows: up to 200% of 2,306 shares on December 30, 2024 (included in the table at the maximum payout of 200% as the level of performance is tracking above target), up to 200% of 1,303 shares on December 28, 2024 (included in the table at the target payout of 100%) and up to 200% of 3,083 shares on March 15, 2026 (included in the table at the target payout of 100%). |

  79. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | (5) Unvested time-based stock awards represent restricted stock that will vest as follows: 466 on January 6, 2024, 467 on January 6, 2025 and 467 on January 6, 2026. Unvested unearned stock awards represent restricted units that are contingent upon the achievement of pre-established performance metrics and vest as follows: up to 200% of 1,401 shares on March 15, 2026 (included in the table at the target payout of 100%). |

  80. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | (6) Unexerciseable options vest as follows: 976 on January 28, 2024. Unvested time-based stock awards represent restricted stock that will vest as follows: 1,168 on January 3, 2024, 7,644 on January 6, 2024 and 976 on January 28, 2024. |

  81. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | | 2024 Proxy Statement | 55 |

  82. FISCAL 2023 OPTION EXERCISES AND STOCK VESTED

    FISCAL 2023 OPTION EXERCISES AND STOCK VESTED

  83. FISCAL 2023 OPTION EXERCISES AND STOCK VESTED

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Josef Matosevic | — | — | 48,871 | 2,497,346 | | Sean Bagan | — | — | | | | Marc Greenberg | — | — | 511 | 29,947 | | Matteo Arduini | — | — | 5,637 | 277,357 | | Lee Wichlacz | — | — | — | | | Tricia Fulton | | | 11,885 | 594,058 | | Jason Morgan | — | — | 1,085 | 66,630 |

  84. Pension Benefits

    Pension Benefits The Company does not maintain a pension plan for any of its United States based Executive Officers, other than its 401(k) Plans. As described above, Mr. Arduini is a participant in both a state and supplemental pension schemes consistent with Italian law. The Company contributes to both pension schemes on behalf of Mr. Arduini.

  85. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation The Company does not maintain a nonqualified deferred compensation program.

  86. Potential Payments Upon Termination or Change of Control

    Potential Payments Upon Termination or Change of Control On June 14, 2019, the Board approved the Continuity Agreement to be entered into with its Executive Officers. The Continuity Agreement provides that upon termination of the executive’s employment or other triggering event during the two-year period immediately following, or within 90 days prior to, a change in control, as defined in the Continuity Agreement, he or she is entitled to a lump-sum payment equal to twice the amount of his or her annual salary, plus the cash value at the time of grant of the executive’s current year short-term compensation award, and continuing medical, dental, life, disability and hospitalization benefits, at the Company’s expense, for the executive and his or her family, for a period of 24 months. The executive also is entitled to immediate vesting of and an extended period following termination in which to exercise all unvested and unexercised stock options and immediate vesting and lapse of all forfeiture provisions relating to, and restrictions upon transfer of, all previously issued shares of restricted stock units. To receive the payment and benefits under the Continuity Agreement, the executive must execute a general release and comply with the restrictive covenants set forth in his or her other agreements with the Company during the 24-month period following termination of employment. Additionally, on June 14, 2019, the Compensation Committee adopted, and the Board endorsed, a form of Severance Agreement to be entered into with each of the Company’s Executive Officers. The Severance Agreement provides for certain benefits to be paid to the executive in connection with a termination of employment that does not occur in connection with a change in ownership or control of the Company. The Severance Agreement provides that upon an “Involuntary Termination of Employment” (as defined in the Severance Agreement), he or she is entitled to a continuation of his or her annual base salary for twelve months, a payment equal to the cash value at the time of grant of the executive’s current year short-term compensation award, and continuing medical, dental, life, disability and hospitalization benefits, at Company expense, for the executive and his or her family for a period of twelve months. To receive the payment and benefits under the Severance Agreement, the executive must comply with a number of conditions including, executing a general release and complying with the restrictive covenants set forth in his or her agreements with the Company for a period of twelve months following termination of employment. Mr. Arduini is entitled to certain additional severance components pursuant to his employment contract and Italian law in the event of an Involuntary Termination. In the event a benefit is higher under Italian law that provided for under his Severance Agreement, Italian law will govern with the higher term. Based on the events and reasons for the termination, Mr. Arduini may receive, based on his current seniority with the Company, six months of notice period compensation plus up to eight months of supplemental indemnity, the average amount of his short-term incentive award (based on the last three years), an amount, for the duration of his notice period for continued coverage on his health and welfare plans, his car and housing allowances, and contributions to his pension schemes. In addition, Mr. Arduini will receive consideration for the value of his non-competition clause (the difference between 50% of his annual salary for three years less payments already made).

  87. Potential Payments Upon Termination or Change of Control

    | 56 | 2024 Proxy Statement | |

  88. Potential Payments Upon Termination or Change of Control

    The Company and Mr. Matosevic entered into an Amended Executive Officer Severance Agreement on June 4, 2021. Mr. Matosevic is entitled to a continuation of his annual base salary for 24 months, a payment equal to 200% of the target value at the time of grant of his current year STI award, continuing medical benefits, at the Company expense, for Mr. Matosevic and his family for a period of 24 months, immediate vesting of all stock options, RSUs and PRSUs (at 100% of target, except for PRSUs granted in the year of termination, which will only vest if the termination date occurs at least six months after the beginning of the performance period, and which will vest (if at all) at target on a pro-rata basis) which are outstanding on the date of termination, and an extended exercise period of up to one year for vested stock options. To receive the payment and benefits under his severance agreement, Mr. Matosevic must, among other things, execute a customary release and comply with customary restrictive covenants set forth in his agreements with the Company. The following table shows the potential payments for continuing NEOs upon termination following a change of control, as if termination had occurred on December 30, 2023.

  89. Potential Payments Upon Termination or Change of Control

    | | Salary ($) | STI ($) | Accelerated Restricted Stock Vesting ($) | Accelerated Stock Option Vesting ($)(1) | Welfare Benefits ($) | Other Benefits ($) | Total ($) | | Josef Matosevic | 1,900,000 | 1,900,000 | 4,990,405 | | 126,562 | | 8,916,966 | | Sean Bagan | 880,000 | 572,000 | 391,098 | | 44,991 | | 1,888,089 | | Marc Greenberg | 660,000 | 366,000 | 482,569 | | 73,024 | | 1,611,593 | | Matteo Arduini | 700,000 | 420,000 | 531,593 | | 15,440 | 43,242(2) | 1,710,275 | | Lee Wichlacz | 530,000 | 265,000 | 127,025 | | 74,956 | | 996,981 |

  90. Potential Payments Upon Termination or Change of Control

    | (1) Amounts assume all unvested options vest and in the money options are exercised immediately upon termination. All options at the end of 2023 were out of the money. |

  91. Potential Payments Upon Termination or Change of Control

    | (2) Amount relates to car and housing allowances of $11,275 required under Italian statutory regulations, $22,416 in pension contributions, and $9,551 of consideration for non-competition obligations. |

  92. Potential Payments Upon Termination or Change of Control

    The following table shows the potential payments for continuing NEOs following an involuntary termination, other than in connection with a change in control, as if termination had occurred on December 30, 2023:

  93. Potential Payments Upon Termination or Change of Control

    | | Salary ($) | STI ($) | Accelerated Restricted Stock Vesting ($) | Accelerated Stock Option Vesting ($)(1) | Welfare Benefits ($) | Other Benefits ($) | Total ($) | | Josef Matosevic | 1,900,000 | 1,900,000 | 4,990,405 | | 126,562 | | 8,916,966 | | Sean Bagan | 440,000 | 286,000 | | | 22,495 | | 748,495 | | Marc Greenberg | 330,000 | 198,000 | | | 36,512 | | 564,512 | | Matteo Arduini | 350,000 | 210,000 | | | 7,720 | 43,242(2) | 610,962 | | Lee Wichlacz | 265,000 | 132,500 | | | 37,478 | | 434,978 |

  94. Potential Payments Upon Termination or Change of Control

    | (1) Amounts assume all unvested options vest and in the money options are exercised immediately upon termination. All options at the end of 2023 were out of the money. |

  95. Potential Payments Upon Termination or Change of Control

    | (2) Amount relates to car and housing allowances of $11,275 required under Italian statutory regulations, $22,416 in pension contributions, and $9,551 of consideration for non-competition obligations. |

  96. Potential Payments Upon Termination or Change of Control

    As previously disclosed, Ms. Fulton departed the Company effective August 8, 2023. In connection with her departure and to effectuate a smooth transition of her duties, the Company entered into an advisory and transition services agreement with Ms. Fulton, pursuant to which Ms. Fulton will provide advisory and transition services following her departure, in exchange for a bi-weekly fee of $40,000 for a period of twelve months. As previously disclosed, Mr. Morgan departed the Company effective March 30, 2023. In connection with his departure and to effectuate a smooth transition of his duties, as well as provide advisory services with the Company’s regional structure change, the Company entered into an advisory and transition services agreement, pursuant to which Mr. Morgan provided transition and advisory services during a period of six months following his departure, in exchange for continuation of Mr. Morgan’s base salary and COBRA-eligible benefits for twelve months following March 30, 2023; as well as a lump-sum payment of $419,113 and payment of his target 2023 STI award at the target level.

  97. Potential Payments Upon Termination or Change of Control

    | | 2024 Proxy Statement | 57 |

  98. CEO to Median Employee Pay Ratio

    CEO to Median Employee Pay Ratio As required under and calculated in accordance with Item 402(u) of Regulation S-K, we have determined a reasonable estimate of the ratio of the annual total compensation of our President and CEO Josef Matosevic to the median of the annual total compensation of all employees excluding the CEO was 124:1. This ratio was calculated as described below using the median of annual total compensation of all employees, other than the CEO of $45,863, and the annual total compensation of the CEO of $5,703,647. The SEC rules for identifying the median compensated employee (“Median Employee”) and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may use different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios. Per SEC rules, the Company is permitted to use the same median employee as was used in fiscal 2021 and disclosed in our 2022 pay ratio disclosure. However, since we believe there has been a change in our employee population through our recent acquisition history, a new median employee was identified for our 2023 pay ratio disclosure using the same methodology and calculations to confirm the median employee from fiscal 2021 and used in our 2022 pay ratio disclosure. For purposes of this disclosure, we used December 30, 2023 as the date used to identify the Median Employee (the “Determination Date”). On the Determination Date, the Company employed a total of 2,577 employees (including 1,403 employees based in the United States). The Company determined the Median Employee as of the Determination Date by identifying total compensation for the period beginning on January 1, 2023, and ending on December 30, 2023, for employees who were employed by the Company on the Determination Date. This group of employees included all full- and part-time employees but excluded Mr. Matosevic. The group of employees used to determine the Median Employee does not include any independent contractors or “leased” workers. Further, we did not use any statistical sampling or cost-of-living adjustments for purposes of this CEO pay ratio disclosure. Total compensation used to determine the Median Employee included base wages, overtime, bonus payments, and the grant date fair value of stock compensation granted during the year. A portion of our employee workforce (full-time and part-time) identified above worked for less than the full fiscal year due to commencing employment after January 1, 2023. In determining the Median Employee, we annualized the total compensation for such individuals (but avoided creating full-time equivalencies) based on reasonable assumptions and estimates. Compensation paid in currencies other than U.S. dollars was converted to U.S. dollars based on average exchange rates for the twelve month period ending December 30, 2023. After identifying the Median Employee, we calculated the annual total compensation for 2023 for this employee using the same methodology used for the CEO in the Summary Compensation Table.

  99. CEO to Median Employee Pay Ratio

    | 58 | 2024 Proxy Statement | |

  100. Pay vs. Performance Disclosure

    Pay vs. Performance Disclosure As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between compensation actually paid (as calculated in accordance with applicable SEC rules) and certain financial performance of our Company, as well as certain other information.

  101. Pay vs. Performance Disclosure

    | | | | | | | | | | Value of initial fixed $100 investment based on: | | | | | Year | Summary Compensation Table Total for first PEO (1) | Summary Compensation Table Total for second PEO (2) | Summary Compensation Table Total for third PEO | Compensation Actually Paid to first PEO (4) | Compensation Actually Paid to second PEO (4) | Compensation Actually Paid to third PEO (4) | Average Summary Compensation Table Total for Non-PEO NEOs (5) | Average Compensation Actually Paid to Non-PEO NEOs (4) | Total Shareholder Return | Peer Group Total Shareholder Return (6) | Net Income (in millions) | Adjusted EBITDA Margin (7) | | 2023 | 5,715,278 | N/A | N/A | 4,384,579 | N/A | N/A | 1,112,781 | 1,000,437 | 101.62 | 147.20 | 37.5 | 19.3% | | 2022 | 6,544,281 | N/A | N/A | 1,486,682 | N/A | N/A | 1,035,880 | 283,340 | 122.03 | 113.39 | 98.4 | 23.2% | | 2021 | 5,331,977 | N/A | N/A | 10,074,669 | N/A | N/A | 1,223,075 | 2,387,841 | 234.54 | 123.43 | 104.6 | 24.6% | | 2020 | 2,227,500 | 2,188,050 | 1,533,991 | 2,923,629 | 597,049 | 2,078,775 | 1,165,507 | 1,323,008 | 118.23 | 112.22 | 14.2 | 23.2% |

  102. Pay vs. Performance Disclosure

    | (1) Josef Matosevic joined the Company in June 2020. |

  103. Pay vs. Performance Disclosure

    | (2) Wolfgang Dangel separated from the Company in April 2020. |

  104. Pay vs. Performance Disclosure

    | (3) Tricia Fulton was interim CEO for the period from April 2020 to June 2020. |

  105. Pay vs. Performance Disclosure

    | (4) The charts below detail the additions to and deductions from the Summary Compensation Table Totals to calculate the Compensation Actually Paid amounts. |

  106. Pay vs. Performance Disclosure

    | (5) The Non-PEO NEOs are comprised of: 2023 – Sean Bagan, Tricia Fulton (resigned in August 2023), Matteo Arduini, Lee Wichlacz, Jason Morgan (resigned in March 2023) and Marc Greenberg; 2022 – Tricia Fulton, Matteo Arduini, Jason Morgan and Marc Greenberg; 2021 – Tricia Fulton, Matteo Arduini, Jason Morgan, Melanie Nealis (resigned in March 2022) and Jinger McPeak (separated in April 2021); 2020 - Matteo Arduini, Melanie Nealis (resigned in March 2022), Jinger McPeak (separated in April 2021) and Raj Menon (separated in September 2020). |

  107. Pay vs. Performance Disclosure

    | (6) The Company utilized the Dow Jones US Diversified Industries Index, for the peer group. This index has been utilized historically in our Annual Reports on Form 10-K in connection with the performance graph and most closely aligns with our line of business. |

  108. Pay vs. Performance Disclosure

    | (7) Adjusted EBITDA margin was selected as the Company-Selected Measure. A detailed adjusted EBITDA margin description and reconciliation can be found within our Q4 2023 earnings release included as Exhibit 99.1 to the Company’s Current Report on Form 8-K furnished with the SEC on February 27, 2024. |

  109. Pay vs. Performance Disclosure

    The following table reconciles the Summary Compensation Table (“SCT”) totals to Compensation Actually Paid (“CAP”).

  110. Pay vs. Performance Disclosure

    | | 2023 | | 2022 | | 2021 | | 2020 | | | | | PEO | Average Non- PEO NEOs | PEO | Average Non- PEO NEOs | PEO | Average Non- PEO NEOs | First PEO | Second PEO | Average Non- PEO NEOs | | Summary Compensation Table Total | 5,715,278 | 1,112,781 | 6,544,281 | 1,035,880 | 5,331,977 | 1,223,075 | 2,227,500 | 2,188,050 | 1,165,507 | | Deduction for value reported in the Stock Awards and Option Awards columns of the SCT | (4,445,378) | (578,361) | (4,989,614) | (528,649) | (2,135,026) | (426,655) | (1,188,548) | (950,066) | (493,238) | | Addition for year-end fair value of equity awards granted in the current year | 3,604,146 | 464,664 | 3,517,429 | 362,285 | 4,104,868 | 503,846 | 1,884,677 | — | 571,465 | | Addition / (Deduction) for the change in fair value of equity awards granted in prior years and unvested as of the end of the current year | (745,509) | (21,906) | (1,918,378) | (194,346) | 2,555,350 | 827,017 | — | — | 122,384 | | Addition / (Deduction) for the change in fair value of equity awards granted in prior years and vested during the current year | 256,042 | 23,259 | (1,667,036) | (391,830) | 217,500 | 326,594 | — | (53,694) | (18,740) | | Deduction for the fair value as of the prior year end of equity awards deemed to fail to meet the applicable vesting conditions in the current year | — | — | — | — | — | (66,036) | — | (587,241) | (24,370) | | Compensation Actually Paid | 4,384,579 | 1,000,437 | 1,486,682 | 283,340 | 10,074,669 | 2,387,841 | 2,923,629 | 597,049 | 1,323,008 |

  111. Pay vs. Performance Disclosure

    | | 2024 Proxy Statement | 59 |

  112. Pay vs. Performance Disclosure

    The charts below present the relationship between the PEOs and average other NEOs’ CAP to the Company and peer group total shareholder return, net income, and adjusted EBITDA margin for the previous four years. The graphical representations demonstrate that both the PEOs and average other NEOs CAP is aligned with shareholder and Company performance. Compensation actually paid to PEOs presented in the charts combine the full year compensation of our three PEOs for the 2020 year even though they only served a partial year. Average compensation paid to other NEOs is impacted by the composition of our NEOs each year. The Company’s TSR has outperformed its peer group over the past four years. The relationship between CAP and Company TSR is influenced by equity compensation. The Company’s stock price has a significant impact on compensation actually paid to our NEOs as a large portion of NEO compensation is equity based. Our year-end stock price has fluctuated over the past f o u r years as follows: $53.29 in 2020, $105.17 in 2021, $54.44 in 2022, and $45.35 in 2023. Net income in 2020 was lower due to an impairment loss recognized on our goodwill as a result of the economic uncertainty caused by the COVID-19 pandemic, while net income in the 2021 and 2022 years benefited from acquisitions. 2023 net income was negatively impacted by macroeconomic factors causing swift shifts to the markets we serve.

  113. Pay vs. Performance Disclosure

    | 60 | 2024 Proxy Statement | |

  114. Pay vs. Performance Disclosure

    A significant portion of compensation paid to NEOs is based on Company performance. Adjusted EBITDA margin is a performance metric used in both STI and LTI performance payout. Since compensation is directly tied to this measure there is a high degree of correlation between it and compensation. However, CAP is also highly influenced by the Company’s stock price due to the level of equity compensation. The following table lists the four unranked financial performance measures that we believe represent the most important financial performance measures we used to link compensation actually paid to our NEOs to our performance:

  115. Pay vs. Performance Disclosure

    | Most Important Performance Measures | | Adjusted EBITDA Margin | | Revenue Growth | | Adjusted Free Cash Flow Margin | | Adjusted Non-GAAP Diluted EPS |

  116. Pay vs. Performance Disclosure

    | | 2024 Proxy Statement | 61 |

  117. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The Compensation Committee is responsible for reviewing and making recommendations to the Board regarding all matters pertaining to compensation paid to Directors. Compensation to Directors is provided under the Company Non-Employee Director Compensation Policy (the Director Policy). Directors who also serve as employees of the Company do not receive payment for their services as Director. Effective January 1, 2022, the Board approved after Compensation Committee recommendation, the Director Policy, in which each Director is paid a quarterly cash retainer following each regularly scheduled quarterly Board Meeting as well as a quarterly Restricted Stock Unit award as detailed below. The Board believes that compensation of Directors under the Directors Policy aligns the interests of Directors with those of the shareholders in the long-term growth and profitability of the Company. Directors also are reimbursed for their expenses incurred in connection with their attendance at such meetings. No changes were made to the Director Policy in 2023.

  118. 2023 ANNUAL DIRECTOR COMPENSATION

    2023 ANNUAL DIRECTOR COMPENSATION

  119. 2023 ANNUAL DIRECTOR COMPENSATION

    | ANNUAL CASH COMPENSATION: ANNUAL EQUITY COMPENSATION: ADDITIONAL EQUITY COMPENSATION Chairman Chair of Audit & Compensation Committees Chairs of all other Committees | $88,750 $155,000 $106,000 $20,000 $10,000 | Directors are paid a quarterly cash retainer following each regularly scheduled quarterly Board Meeting in the amount of $22,187.50 as well as a quarterly Restricted Stock Unit award with a target value equal to $38,750.00. An additional quarterly Restricted Stock Unit award will be granted to Committee chairs with a target value equal to $5,000 for the Audit Committee Chair; $5,000 for the Compensation Committee Chair; $2,500 for the ESG Committee Chair; and $2,500 for the Nominating Committee Chair. The person serving as the Non-Employee Director Chair of the Board will be granted an additional quarterly Restricted Stock Unit award with a target value equal to $26,500. Directors are subject to Stock Ownership Guidelines where non-management members of the Board should own and hold shares with a value equal to two times (2x) the number of shares awarded to them annually as Directors’ fees. |

  120. 2023 Director Compensation

    2023 Director Compensation

  121. 2023 Director Compensation

    | Name (1) | Fees Earned or Paid in Cash ($) | Stock Awards ($)(2) | All Other Compensation ($) | Total ($) | | Douglas Britt | 88,750 | 154,072(3) | — | 242,822 | | Laura Dempsey Brown | 88,750 | 173,985(4) | — | 262,735 | | Cariappa (Cary) Chenanda | 88,750 | 164,028(5) | — | 252,778 | | Philippe Lemaitre | 88,750 | 259,401(6) | — | 348,151 | | Diana Sacchi | 66,563 | 173,985(5) | — | 240,548 | | Alexander Schuetz | 88,750 | 164,028(7) | — | 252,778 |

  122. 2023 Director Compensation

    | (1) Although Mr. Matosevic is a member of the board, as President and CEO he does not receive any stock awards or other fees for his service as a Director of the Company and his compensation for 2023 is disclosed in the Fiscal 2023 Summary Compensation Table above. |

  123. 2023 Director Compensation

    | (2) The stock awards represent the aggregate grant date fair value of restricted stock units granted. The RSUs are granted quarterly for service as a Director and for attendance at Board meetings and vest one year from the date of the grant. Quarterly grants occurred on March 8, 2023, June 7, 2023, September 29, 2023, and December 11, 2023. |

  124. 2023 Director Compensation

    | (3) The grant date fair value of RSUs issued each quarter totaled approximately $38,800. As of December 31, 2023, 2,908 RSUs were unvested. |

  125. 2023 Director Compensation

    | (4) The grant date fair value of RSUs issued each quarter totaled approximately $43,500. As of December 31, 2023, 3,284 RSUs were unvested. |

  126. 2023 Director Compensation

    | (5) The grant date fair value of RSUs issued each quarter totaled approximately $43,800. As of December 31, 2023, 3,284 RSUs were unvested. |

  127. 2023 Director Compensation

    | (6) The grant date fair value of RSUs issued each quarter totaled approximately $65,300. As of December 31, 2023, 4,896 RSUs were unvested. |

  128. 2023 Director Compensation

    | (7) The grant date fair value of RSUs issued each subsequent quarter totaled approximately $41,300. As of December 31, 2023, 3,096 RSUs were unvested. |

  129. 2023 Director Compensation

    | 62 | 2024 Proxy Statement | |

  130. 2023 Director Compensation

    | Director Compensation |