DEF 14A of Columbus Mckinnon Corp, Jun 10, 2024

DEF 14A of Columbus Mckinnon Corp

Filed Jun 10, 2024 · FY20240001193125-24-158319

Open on EDGAR

  1. VOTING STANDARDS

    | COMMITTEE REPORT ON COMPENSATION | 89 | | EXECUTIVE COMPENSATION | 90 | | Summary Compensation Table | 90 | | Grants of Plan Based Awards | 92 | | Outstanding Equity Awards at Fiscal Year End | 93 | | Options Exercised and Stock Vested | 94 | | Pension Benefits | 94 | | Non-Qualified Deferred Compensation | 96 | | Other Potential Post-Employment Payments | 97 | | CEO Pay Ratio | 98 | | Policies and Practices Related to the Timing of Grants of Certain Equity Awards | 99 | | Pay Versus Performance | 100 | | Compensation Actually Paid Table | 100 | | Relationship Between Financial Performance Measures | 102 | | 2016 SECOND AMENDED AND RESTATED LONG TERM INCENTIVE PLAN (LTIP) | 105 |

  2. Director Nominees

    Director Nominees The leadership structure of our Board is designed to promote robust oversight, independent viewpoints, and the promotion of the overall effectiveness of the Board. Our Corporate Governance and Nomination Committee and our Board have determined that the director nominees possess a broad range of attributes, viewpoints, and experiences to effectively oversee Columbus McKinnon’s long-term business strategy.

  3. Director Nominee Highlights

    Director Nominee Highlights Director succession planning is a robust and ongoing process at Columbus McKinnon. Our Board regularly evaluates desired attributes in light of the Company’s strategy and evolving needs. We believe our 9 director nominees bring a diverse and well-rounded range of attributes, viewpoint, and experience. We also believe that they represent an effective mix of deep company knowledge and fresh perspectives.

  4. Director Nominee Highlights

    | | 2024 PROXY STATEMENT | 15 |

  5. Director Nominee Highlights

    The following table provides summary information about each director nominee. Biographical information about each nominee, as well as highlights of certain notable skills, qualifications, attributes, and experiences that contributed to the nominee’s selection for election at our 2024 Annual Meeting, are included herein.

  6. Director Nominee Highlights

    | Name | Primary Occupation | Director Since | Age | Independent | Position | Board Committees | | | | | | | | | | Audit | Human Capital, Compensation & Succession | Corporate Governance & Nomination | | Gerald G. Colella | Chairman of the Board of MKS Instruments; Former President & Chief Executive Officer of MKS Instruments | 2021 | 67 | ✓ | Chairman | | | | | Kathryn V. Roedel | Director at Generac, Holdings; Former EVP, Chief Services and Fulfillment Officer of Sleep Number | 2017 | 63 | ✓ | Lead Director | | | | | David J. Wilson | President & CEO of Columbus McKinnon; Director of Modine Manufacturing Company | 2020 | 55 | | Director | | | | | Aziz S. Aghili | Director of Graphic Packaging Holding Company; Former Executive Vice President of Dana Incorporated | 2018 | 65 | ✓ | Director | | | | | Jeanne Beliveau- Dunn | Chief Executive Officer and President of Claridad, LLC | 2020 | 64 | ✓ | Director | | | | | Michael Dastoor | Appointed Chief Executive Officer of Jabil Inc., Former CFO | 2021 | 58 | ✓ | Director | | | | | Chad R. Abraham | Chairman and Chief Executive Officer of Piper Sandler | 2021 | 55 | ✓ | Director | | | | | Rebecca Yeung | Corporate Vice President, Operations Science & Advanced Technology of FedEx Corporation | 2023 | 52 | ✓ | Director | | | | | Chris J. Stephens, Jr. | Former Senior Vice President and Chief Financial Officer of Sealed Air Corporation and Barnes Group | 2024 | 59 | ✓ | Director | | | |

  7. Director Nominee Highlights

    Committee Member Committee Chair

  8. Director Nominee Highlights

    | 16 | 2024 PROXY STATEMENT | |

  9. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS The Board, upon recommendation of its Corporate Governance and Nomination Committee, has nominated each of the directors named for election at the Annual Meeting. Such individuals were selected based on their broad experience, wisdom, integrity, alignment with our values, understanding of the business environment, through appreciation for strong ethics and appropriate governance and their willingness to devote adequate time to their Board duties. The experience, qualifications, attributes, and

  10. ELECTION OF DIRECTORS

    | 18 | 2024 PROXY STATEMENT | |

  11. ELECTION OF DIRECTORS

    skills that led the Corporate Governance and Nominations Committee to conclude that each person should be nominated to serve as a director are discussed in more detail below. The nominees included below are each standing for election for one of the nine positions on our Board. On October 18, 2022, the Company filed a Restated Certificate of Incorporation (the “Restated Certificate”) with the Secretary of State of the State of New York effecting an amendment and restatement of the Company’s certificate of incorporation to remove the requirement that the Company’s board of directors consist of not less than three and no more than nine directors. The Restated Certificate was approved by the Company’s shareholders at the Special Meeting held on October 17,2022. On October 20, 2022, the Company’s board of directors also adopted amended and restated bylaws to, among other matters, remove the requirement that the Company’s board of directors consist of not less than three and no more than nine directors, except as otherwise provided therein. The Directors are to be elected at each annual meeting of shareholders and to serve for a term of one year or until their successors are duly elected and qualified. Each of the Directors attended at least 75% of the Board meetings held in Fiscal Year 2024, except Mr. Stephens, Jr., who was elected in March 2024. Unless instructions to the contrary are received, it is intended that the shares represented by proxies will be voted for the election as Directors of Gerald G. Colella, Kathryn V. Roedel, David J. Wilson, Aziz A. Aghili, Jeanne Beliveau-Dunn, Michael Dastoor, Chad R. Abraham, Rebecca Yeung, and Chris J. Stephens, Jr., each of whom has been previously elected by our shareholders except Mr. Stephens, Jr. If any of these nominees should become unavailable for election for any reason, it is intended that the shares represented by the proxies solicited herewith will be voted for such other person as the Board of Directors shall designate. The Board of Directors has no reason to believe that any of these nominees will be unable or unwilling to serve if elected to office. Each of the 9 individuals nominated for election to the Board would hold office until the 2025 Annual Meeting of Shareholders and until his or her successor is elected and qualified. Each nominee has agreed to serve as a director if elected. If for some unforeseen reason a nominee becomes unwilling or unable to serve, the Board may reduce the number of directors that serve on the Board or choose a substitute nominee in accordance with our By-Laws. If a substitute nominee is chosen and you have submitted your proxy, the proxy holders may vote your shares for the substitute nominee in their discretion.

  12. ELECTION OF DIRECTORS

    | | 2024 PROXY STATEMENT | 19 |

  13. ELECTION OF DIRECTORS

    | Gerald G. Colella Director since November 2021. Appointed Chairman of the Board April 1, 2023 Age: 67 Principal Occupation: • Chairman MKS Instruments Board Committees: • Prior to appointment as Chairman, served on the Human Capital, Compensation & Succession Committee, and Corporate Governance & Nomination Committee from July 2022-February 2023 | Gerald (Jerry) Colella was appointed Independent Director of the Company in November 2021. He served on the Human Capital, Compensation and Succession Committee and the Corporate Governance and Nomination Committee until his appointment as Chairman on April 1, 2023. Mr. Colella also serves as the Chairman of the Board for MKS Instruments (Nasdaq: MKSI), a global provider of instruments, systems, subsystems, and process control solutions that measure, monitor, deliver, analyze, power and control critical parameters of advanced manufacturing processes. He also serves as the Chairman of the Board of Advisors for the University of Lowell’s Manning School of Business. Previously, he served on the Board of Directors for GCP Applied Technologies. In 2020, Mr. Colella retired as President and CEO of MKS after spending 36 years advancing through progressively challenging positions. His experience spans from Vice President of Worldwide Operations to Chief Business Officer and later Chief Operating Officer. During this time, he oversaw all aspects of the business, preparing him for his successful tenure as President and CEO. Mr. Colella holds a bachelor’s degree in secondary education and teaching from the University of Lowell and an MBA from Southern New Hampshire University. He also holds an honorary doctorate from the University of Massachusetts. Qualifications Mr. Colella’s qualifications to serve on the Board include his senior leadership and governance experience, his financial and accounting leadership, and deep industrial technology experience, combined with his track record of expanding into new geographies and markets, while delivering sustainable and profitable growth. |

  14. ELECTION OF DIRECTORS

    | 20 | 2024 PROXY STATEMENT | |

  15. ELECTION OF DIRECTORS

    | Kathryn V. Roedel Director since October 2017 Elected Lead Director April 1, 2023 Age: 63 Principal Occupation: • Retired from Sleep Number Corporation Board Committees: • Lead Director and Member of Human Capital, Compensation & Succession Committee and Corporate Governance and Nomination Committee | Kathryn Roedel was appointed an Independent Director of the Company in October 2017. She serves as Lead Director, and is a Member of the Human Capital, Compensation and Succession Committee and Corporate Governance and Nomination Committee. Ms. Roedel serves as a Board Director at Generac, Holdings, Inc. (NYSE: GNRC). Ms. Roedel was the EVP, Chief Services and Fulfillment Officer at Sleep Number Corporation (NASDAQ: SCSS), a direct-to-consumer, vertically integrated mattress retailer and manufacturer until her retirement in 2016. Ms. Roedel held various leadership positions over her 11 years including EVP, Products and Services and SVP, Global Supply Chain Officer where she led the company’s supply chain, product management, customer and home delivery services, continuous improvement, and customer experience organizations. Ms. Roedel served on the Executive Board of the International Sleep Products Association as Vice Chair and Chair from 2013 to 2015. Prior to her tenure at Sleep Number, Ms. Roedel held VP and General Management operating roles at General Electric, spanning 22 years in ‘B2B’ businesses including GE Healthcare and GE Information Services. Ms. Roedel serves as Executive Co-Chair for the Minnesota Chapter of Women Corporate Directors. Ms. Roedel holds a Bachelor of Science degree in mechanical engineering from Michigan State University. Qualifications Ms. Roedel’s qualifications to serve on the Board include her senior leadership, public company board and governance experience and her international supply chain experience, strategy, risk management, technology development, regulatory compliance, and leadership development. She is a recognized leader in Corporate Governance with honors including the 2022 NACD Directorship 100 and 2019 Outstanding Directors by Twin Cities Business Magazine. |

  16. ELECTION OF DIRECTORS

    | | 2024 PROXY STATEMENT | 21 |

  17. ELECTION OF DIRECTORS

    | David J. Wilson Director since June 1, 2020 Age: 55 Principal Occupation: • As of June 1, 2020, President, and Chief Executive Officer | David Wilson joined Columbus McKinnon Corporation on June 1, 2020, as President and Chief Executive Officer. Prior to joining Columbus McKinnon, Mr. Wilson served as President of Flowserve Corporation’s Pumps Division from 2018 to 2020. He joined Flowserve in 2017 as the President of Flowserve’s Industrial Products Division. Prior to Flowserve, Mr. Wilson was President of the Industrial segment of SPX FLOW, Inc. He was with SPX Corporation, and subsequently SPX FLOW, between 1998 and 2017 progressing through a series of promotions that included the leadership of several global operating businesses and six years in Asia serving as the President of Asia Pacific. Mr. Wilson also led several successful corporate development initiatives while serving as Vice President of Business Development for multiple businesses. Before joining SPX, he held operating and engineering leadership positions at Polaroid Corporation. In addition to serving as a Director on the Columbus McKinnon Corporation (Nasdaq: CMCO) Board, Mr. Wilson serves on the Board of Directors of Modine Manufacturing Company (NYSE: MOD) and the National Association of Manufacturers. He also serves on the Board of Trustees of the Manufacturers Alliance. Mr. Wilson previously served on the Hydraulic Institute Board of Directors and the Maine College of Art (MECA) Board of Trustees. Mr. Wilson is a recipient of Shanghai, China’s prestigious Silver (2011) and Gold (2013) Magnolia Awards and served as an Officer and Executive Committee Member of the Pan Asia Chapter of the Young Presidents’ Organization. Mr. Wilson holds a Bachelor of Science degree in electrical engineering from the University of Massachusetts and studied for a master’s degree in business administration at the F.W. Olin Graduate School of Business at Babson College. Mr. Wilson also completed graduate-level coursework at Tsinghua University in Beijing, China, and at the University of Lausanne/IMD in Lausanne, Switzerland. Qualifications Mr. Wilson’s qualifications to serve on the Board include his senior leadership, operational excellence and customer-centric commercial experience, international and business development skills and demonstrated track record for delivering results. |

  18. ELECTION OF DIRECTORS

    | 22 | 2024 PROXY STATEMENT | |

  19. ELECTION OF DIRECTORS

    | Aziz S. Aghili Director since May 2018 Age: 65 Principal Occupation: • Retiring from Dana Incorporated on June 30, 2024 Board Committees: • Chair, Corporate Governance and Nomination Committee, and Member of Human Capital, Compensation and Succession Committee, and Audit Committee from January 2024-May 2024. | Aziz Aghili was appointed an Independent Director of the Company in May 2018. He serves as Chair of the Corporate Governance and Nomination Committee, and is a Member of the Human Capital, Compensation and Succession Committee and the Audit Committee from January 2024 through May 2024. Mr. Aghili is retiring from his position as the Executive Vice President of Dana and President of Dana’s Commercial Vehicle Drive and Motion Systems on June 30, 2024. Dana (NYSE: DAN) is a worldwide supplier of drivetrain, sealing, and thermal-management technologies for vehicle manufacturers. Mr. Aghili also serves on the Board of Directors of Graphic Packaging Holding Company, a leading provider of sustainable paper-based packaging solutions. Mr. Aghili joined Dana in 2009 as President of Dana Europe and was named President of Dana Asia-Pacific in 2010. Prior to joining Dana, Mr. Aghili held various leadership roles over his 20-year tenure with ArvinMeritor, where he most recently served as Vice President and General Manager of Body Systems. While at ArvinMeritor, he held strategic leadership positions worldwide, including Vice President and General Manager of Asia Pacific and Vice President of Global Procurement, Commercial Marketing, and Business Development - Asia Pacific. Before joining ArvinMeritor, he worked for Nissan Motor Company and General Electric Plastics. Mr. Aghili holds a bachelor’s degree in mechanical engineering from Teesside Polytechnic University in the United Kingdom. He also holds graduate diplomas in business administration from the University of New South Wales and international management and business administration from the INSEAD Business School in France. Qualifications Mr. Aghili’s qualifications to serve on the Board include his senior leadership and governance experience, his global manufacturing and operations experience in motion and electronic drive products, and his background in operational excellence. |

  20. ELECTION OF DIRECTORS

    | | 2024 PROXY STATEMENT | 23 |

  21. ELECTION OF DIRECTORS

    | Jeanne Beliveau- Dunn Director since March 2020 Age: 64 Principal Occupation: • Chief Executive Officer and President of Claridad, LLC Board Committees: • Chair Human Capital, Compensation & Succession Committee, and Member of Corporate Governance & Nomination Committee | Jeanne Beliveau-Dunn was appointed an Independent Director of the Company in March 2020. She serves as Chair of the Human Capital, Compensation and Succession Committee, and is a Member of the Corporate Governance and Nomination Committee. Ms. Beliveau-Dunn is currently the Chief Executive Officer and President of Claridad LLC, a software and services company in Cyber Security and Internet of Things. Ms. Beliveau-Dunn also sits on the board for Edison International (NYSE: EIX), a generator and distributor of electric power; and Xylem Inc. (NYSE: XYL), a leader in the development of innovative water solutions through smart technology. She has advised several tech start-ups in AI, logistics intelligence, green tech and peer-to-peer, distributed platforms, and is involved in the cutting edge of ESG and industrial tech. She is the Founder of the IoT Talent Consortium, a non-profit bringing together the leading IoT companies and top workforce educators to accelerate digital transformation and has been a National Association of Corporate Directors (NCAD) fellow since March 2019. Before her position with Claridad LLC, Ms. Beliveau-Dunn was the Vice President and General Manager of Cisco Systems Inc. (Nasdaq: CSCO), a global developer, manufacturer, and seller of networking hardware, software, telecommunications equipment, security and other high-technology services and products. During her tenure with Cisco, she held several leadership positions including VP and General Manager of Cisco’s most profitable business, Product Marketing, Global channels, and sales. She was also the founder and leader of the Internet Business Solutions Group. Ms. Beliveau-Dunn holds a Bachelor of Science degree in marketing, business law, and computer science from the University of Massachusetts. She also completed the Executive MBA program at the Massachusetts Institute of Technology and the Executive Leadership Program at the Harvard Business School. She is highly recognized by several organizations for her governance leadership, including Women Inc. as one of the Most Influential Corporate Directors in 2018, Silicon Valley Business Journal as a Women of Influence in 2015 and the 2023 NACD Directorship 100. She also engages regularly in Stanford’s Governance program for public company directors. Qualifications Ms. Beliveau-Dunn brings immense value to Columbus McKinnon from 30 years of experience as a transformational executive and business leader, in technology and industrial automation. She brings extensive experience building and running large global businesses, in infrastructure, cybersecurity, AI, SaaS and cloud. She led market leading product and services businesses and ran marketing, business operations, and employee and leadership development. She has experience in the acquisition and integration of notable companies and worked extensively with the investor community. She also has public company board, compensation, audit, and governance experience. |

  22. ELECTION OF DIRECTORS

    | 24 | 2024 PROXY STATEMENT | |

  23. ELECTION OF DIRECTORS

    | Michael Dastoor Director since May 2021 Age: 58 Principal Occupation: • Appointed Chief Executive Officer Jabil Inc. on May 20, 2024, prior thereto EVP, Chief Financial Officer Board Committees: • Chair Audit Committee | Michael Dastoor was appointed an Independent Director of the Company in May 2021. He serves as the Chair of the Audit Committee. Mr. Dastoor was appointed Chief Executive Officer of Jabil Incorporated (NYSE:JBL) on May 20, 2024. Since 2018, he served as the Executive Vice President and CFO of Jabil Incorporated, a global manufacturing services company. In 2000, he joined Jabil as a regional controller in the Asia Pacific region and served as the Vice President and then as the Senior Vice President and Controller from 2004 through 2018, when he was named CFO. Prior to joining Jabil, Mr. Dastoor worked for seven years as Regional Chief Financial Officer at Inchape plc (LSE: INCH), a British multinational automotive distribution, retail, and services company, leading the finance teams along with business process re-engineering and M&A for the Eastern Mediterranean and Southeast Asia regions. He holds degrees in finance and accounting from the University of Mumbai (formerly the University of Bombay) and is a chartered accountant through the Institute of Chartered Accountants in England and Wales, where he spent six years in auditing covering the United Kingdom and Europe. Qualifications Mr. Dastoor is a financial expert on our Board and his qualifications to serve include his senior executive leadership skills and governance experience, his financial and accounting leadership for the engineering services, electronics manufacturing and automotive industries and his international experience, particularly in the Southeast Asia and Latin America regions. |

  24. ELECTION OF DIRECTORS

    | | 2024 PROXY STATEMENT | 25 |

  25. ELECTION OF DIRECTORS

    | Chad R. Abraham Director since November 2021 Age: 55 Principal Occupation: • Chair & CEO Piper Sandler Board Committees: • Member of Audit Committee | Chad Abraham was appointed an Independent Director of the Company in November 2021. He serves on the Audit Committee. Mr. Abraham’s deep understanding of the industrial landscape, experience as Chief Executive Officer, and track record of fostering transformation and growth are invaluable to Columbus McKinnon and significant additions to our Board. Mr. Abraham is currently Chairman and CEO of Piper Sandler (NYSE: PIPR), a leading investment bank and financial services company. He has served as the Chairman of Piper Sandler’s Board since he became CEO in 2018. Mr. Abraham also serves on the Board of Trustees of The Blake School. Mr. Abraham joined Piper Sandler in 1991 as an investment banking analyst in the technology sector. Following that role, he initiated and grew Piper Sandler’s presence in Menlo Park, CA, and later advanced to the head of capital markets. In 2010, he was promoted to Global Co-Head of Investment Banking and Capital Markets before he was appointed Chair and CEO in 2018. Mr. Abraham holds a bachelor’s degree in economics and political science from Northwestern University. Qualifications Mr. Abraham is a financial expect on our Board and his qualifications to serve include his senior leadership and public company board and governance experience, his financial and accounting experience as CEO and a track record of fostering transformation and growth. |

  26. ELECTION OF DIRECTORS

    | 26 | 2024 PROXY STATEMENT | |

  27. ELECTION OF DIRECTORS

    | Rebecca Yeung Director since January 2023 Age: 52 Principal Occupation: • Corporate VP, Operations Science & Advanced Technology, FedEx Corporation (NYSE: FDX) Board Committees: • Member of Corporate Governance & Nomination Committee | Ms. Yeung was appointed an Independent Director of the Company in January 2023. She serves on the Corporate Governance and Nomination Committee. Ms. Yeung’s deep understanding of the industrial landscape and strategic insights and skills will add a valuable perspective to our Board. Ms. Yeung brings to the Board nearly 30 years of global experience in both strategy and operations technology. The majority of her career has been at FedEx, a global logistics and delivery, e-commerce, and business systems company. She joined the company in 1998 and served in various marketing and corporate strategy roles including Manager, Strategic Programs; Staff Director, Service Experience & Operations Technology; and VP Advanced Technology and Innovation prior to her current role as Corporate VP, Operations Science & Advanced Technology. Prior to joining FedEx, she was a Management Consultant at the China-Britain Consulting Group in Shanghai, China. Ms. Yeung is a graduate of Fudan University, Shanghai, China, and has an MBA from the Robert H. Smith School of Business, University of Maryland. Qualifications Ms. Yeung’s qualifications to serve on the Board include her operations technology background including AI-enabled robotics, warehouse and supply chain automation, and data-centered logistics, global experience and strategic skills, combined with her deep knowledge of Asia, enhance the growth acumen and depth of our Board and provide insights into the megatrends of automation and digitization. In 2024, Ms. Yeung was recognized by Reuters Events as Top 20 Trailblazing Women who demonstrate real influence, impact and leadership in large-scale enterprise AI deployment. |

  28. ELECTION OF DIRECTORS

    | | 2024 PROXY STATEMENT | 27 |

  29. ELECTION OF DIRECTORS

    | Chris J. Stephens, Jr. Director since March 2024 Age: 59 Principal Occupation: • Retired from Sealed Air Corporation as SVP and Chief Financial Officer Board Committees: • Member of the Audit Committee and Human Capital, Compensation and Succession Committee | Mr. Stephens was appointed an Independent Director of the Company in March 2024. He serves as a member of the Audit Committee and the Human Capital, Compensation and Succession Committee. Mr. Stephens background and leadership are a great complement to Columbus McKinnon’s Board’s existing transformational and financial expertise. Mr. Stephens is a seasoned, global industrial leader and most recently served as the Senior Vice President and Chief Financial Officer of Sealed Air Corporation. In his role, he was responsible for all finance functions and global shared service capabilities and was a critical leader driving Sealed Air’s strategic transformation to deliver growth and operating leverage. Prior to joining Sealed Air, he served as the SVP and Chief Financial Officer of Barnes Group. He also served in a variety of Finance leadership roles at both Boeing and Honeywell. Though these roles, Mr. Stephens has demonstrated his extensive industrial expertise, operational capabilities, and financial acumen. Mr. Stephens earned a master’s in business degree from Virginia Tech’s Pamplin School of Business and a bachelor’s degree in accounting from King’s College. He currently serves as a member of the Fairfield University Dolan School of Business Advisory Board. Previously, he served on the Board of Directors of PGT Innovations, as Chair of the Manufacturers Alliance CFO Council, as a member of the Connecticut Business Industry Association Board of Directors and was a member of Loyola Marymount University’s Business School Advisory Board. Qualifications Mr. Stephens is a financial expect on our Board and his qualifications to serve include his senior leadership and public company board and governance experience, his 35 years of experience in financial and operational leadership and his track record of executing business transformation and growth both organically and through M&A in attractive target end markets. |

  30. ELECTION OF DIRECTORS

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

  31. ELECTION OF DIRECTORS

    | 28 | 2024 PROXY STATEMENT | |

  32. ELECTION OF DIRECTORS

    PROPOSAL 2: RATIFICATION OF APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING MARCH 31, 2025

  33. Key Plan Features

    | • | Limit on non-employee director compensation, including cash and equity awards, of $400,000 per fiscal year or $600,000 per fiscal year in the case of a director serving as our lead independent director or our Chair of the Board; |

  34. DIRECTOR NONQUALIFIED DEFERRED COMPENSATION PLAN

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

  35. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The Board approves the compensation for non-management directors based on recommendations made by the Corporate Governances and Nomination Committee in collaboration with the Human Capital, Compensation and Succession Committee. The Board has designed the director compensation program to achieve four primary objectives:

  36. DIRECTOR COMPENSATION

    | • | Attract and retain talented directors with the skills and capabilities to execute on Columbus McKinnon’s strategy; |

  37. DIRECTOR COMPENSATION

    | • | Fairly compensate directors for the work required in a company of Columbus McKinnon’s size, industry, and scope; |

  38. DIRECTOR COMPENSATION

    | • | Recognize the individual roles and responsibilities of the directors; and |

  39. DIRECTOR COMPENSATION

    | • | Align directors’ interests with the long-term interest of our shareholders |

  40. Director Compensation Procedures

    Director Compensation Procedures The Corporate Governances and Nomination Committee and the Human Capital, Compensation and Succession Committee annually review the compensation program for Columbus McKinnon’s directors. Meridian, Columbus McKinnon’s’ independent compensation consultant, provides competitive compensation data and director compensation program recommendations to the Committees for review. The competitive compensation data includes information regarding the compensation (cash, equity, and other benefits) of the non-management directors within Columbus McKinnon’s comparator group and industry benchmarks. Based on its review of the competitive market data and guidance from Meridian in the fourth quarter of Fiscal Year 2024, the Committees determined that the Company’s director compensation program meets the objectives listed above.

  41. Director Compensation Structure

    Director Compensation Structure The Company uses a combination of cash and stock-based incentive compensation to attract and retain qualified candidates to serve on our Board. In fiscal 2024, each non-employee Director was eligible to receive an annual cash retainer of $90,000 plus the following amounts for specified Board service, which amounts were pro-rated for any partial year service:

  42. Director Compensation Structure

    | Chairman of the Board | $80,000 | | Lead Independent Director | 45,000 | | Audit Committee Chair | 20,000 | | Human Capital, Compensation and Succession Committee Chair | 20,000 | | Corporate Governance and Nomination Committee Chair | 20,000 |

  43. Director Compensation Structure

    In fiscal 2024, the equity-based portion of each non-employee Director’s annual retainer consisted of 3,168 shares of common stock that vested immediately.

  44. Director Compensation Structure

    | 62 | 2024 PROXY STATEMENT | |

  45. Compensation of Directors

    Compensation of Directors The following table sets forth the compensation of the Company’s Directors for the fiscal year ended March 31, 2024.

  46. Compensation of Directors

    | Director | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2)(3) ($) | All Other Compensation(4) ($) | Total(5) ($) | | Chad R. Abraham(8) | 85,000 | — | — | 85,000 | | Aziz S. Aghili(9) | 101,667 | — | 18 | 101,685 | | Jeanne Beliveau-Dunn(7) | 105,000 | — | 18 | 105,018 | | Gerald G. Colella | 150,000 | 130,015 | — | 280,015 | | Michael Dastoor(10) | 90,000 | — | — | 90,000 | | Richard H. Fleming | 52,500 | 130,015 | 18 | 182,533 | | Heath A. Mitts | 100,000 | 130,015 | 18 | 230,033 | | Kathryn V. Roedel(7) | 125,833 | — | 18 | 125,851 | | Chris J. Stephens Jr, | — | — | — | — | | David J. Wilson(6) | — | — | — | — | | Rebecca Yeung | 85,000 | 130,015 | — | 215,015 |

  47. Compensation of Directors

    | (1) For each Director, the amount set forth in the fees earned or paid in cash column reflects the annual director cash retainer in the amount of $90,000 pro-rated from May 2023. In addition, for Mr. Colella includes the Chairman of the Board fee earned for fiscal 2024 in the amount of $65,000 and for Messrs. Aghili, Beliveau-Dunn, Dastoor and Roedel. Roedel includes committee chair fees earned for fiscal 2024. |

  48. Compensation of Directors

    | (2) Reflects the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 of awards of common stock ($130,000 for each director). The grant date fair value for each share of restricted stock and RSUs is equal to the market price of our common stock on the date of grant. This figure includes $130,015 in shares of common stock that were granted with immediate vesting provisions. |

  49. Compensation of Directors

    | (3) As the Company’s director compensation program includes RSUs that vest over a three-year period, the following directors held the following number of unvested RSUs as of March 31, 2024: Mr. Abraham, Mr. Aghili, and Ms. Roedel: 7,279 unvested RSUs; Ms. Beliveau-Dunn: 10,020 unvested RSUs; Mr. Dastoor: 3,168 unvested RSUs. |

  50. Compensation of Directors

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

  51. Compensation of Directors

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

  52. Compensation of Directors

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

  53. Compensation of Directors

    | (7) Ms. Beliveau-Dunn and Ms. Roedel elected to defer 100% of their fiscal 2024 equity award including 3,168 shares of common stock, valued at $130,015. Distribution of deferred stock will occur within 60 days upon separation from the Company, death, disability, or change in control. The deferred stock will be administered and issued in accordance with the Company’s LTIP. |

  54. Compensation of Directors

    | (8) Mr. Abraham elected to defer 100% of his fiscal 2024 equity award including 3,168 shares of common stock, valued at $130,015. Distribution of deferred stock will occur on February 1, 2032, or upon separation from the Company, death, disability, or change in control. The deferred stock will be administered and issued in accordance with the Company’s LTIP. |

  55. Compensation of Directors

    | (9) Mr. Aghili elected to defer 100% of his fiscal 2024 equity award including 3,168 shares of common stock, valued at $130,015. Distribution of deferred stock will occur on June 1, 2026, or upon separation from the Company, death, disability, or change in control. The deferred stock will be administered and issued in accordance with the Company’s LTIP. |

  56. Compensation of Directors

    | (10) Mr. Dastoor elected to defer 100% of his fiscal 2024 equity award including 3,168 shares of common stock, valued at $130,015. Distribution of deferred stock will occur on January 1, 2026, or upon separation from the Company, death, disability, or change in control. The deferred stock will be administered and issued in accordance with the Company’s LTIP. |

  57. Compensation of Directors

    | | 2024 PROXY STATEMENT | 63 |

  58. Executive Compensation Practices

    | What We Do | What We Do Not Do | | Pay for Performance Philosophy | No Excise Tax Gross Ups Upon Change-in-Control | | PSUs with Vesting Subject to Achievement of Key Performance Metrics | No High Percentage of Fixed Compensation | | Minimum Stock Ownership Policy for Named Executive Officers (“NEOs”) | No Excessive Executive Perquisites | | Double Trigger Equity Acceleration Upon a Change-in-Control | No Tax Gross Ups on Welfare Benefits | | Independent Consultant Retained by Human Capital, Compensation & Succession Planning Committee | No Repricing of Underwater Stock Options Without Shareholder Approval | | Regular Review of Share Utilization | No Permitted Hedging, Short Sales, or Derivative Transactions in Company Stock | | Maintain a Clawback Policy broader than SEC Requirements | No Guaranteed Salary Increases or Guaranteed Annual Incentive Bonuses for NEOs | | Review Compensation Related Risks | | | Robust Anti-Hedging and Anti-Pledging Policy | |

  59. Overview, Philosophy and Objectives

    | • | The majority of total compensation for our executives is at-risk and is delivered through short-term and long-term incentive programs that are designed to align their interests with those of our shareholders. |

  60. Compensation Committee Advisors

    | • | peer group selection for purposes of benchmarking pay levels and design practices. |

  61. 2024 Peer Group

    2024 Peer Group The Compensation Committee, with the assistance of Exequity, selected a peer group of companies of comparable size, which reflect the types of companies with which we compete for talent to inform our compensation decisions (the “Peer Group”). We use a broader industrial market reference in determining our Peer Group because the number of direct product and service market competitors of adequate size is limited. Many of the companies that provide similar products and services are privately held, headquartered overseas, or part of a larger enterprise; therefore, executive compensation data may be either unavailable or of limited applicability to the U.S. labor market in which we principally compete. In determining appropriate compensation opportunities for our NEOs, the Compensation Committee reviewed competitive market data provided by Exequity regarding the compensation practices of our Peer Group. The compensation peer group for fiscal 2024 used for benchmarking purposes consisted of the following 21 companies:

  62. 2024 Peer Group

    | Fiscal 2024 Peer Group | | | | Alamo Group Inc. | Albany International Corp. | Altra Industrial Motion Corp. | | Astec Industries, Inc. | Barnes Group Inc. | Chart Industries, Inc. | | CIRCOR International, Inc. | Commercial Vehicle Group, Inc. | Enerpac Tool Group Corp. | | EnPro Industries, Inc. | ESCO Technologies Inc. | Federal Signal Corporation | | Franklin Electric Co., Inc. | Graco Inc. | Kadant Inc. | | L.B. Foster Company | The Manitowoc Company, Inc. | NN, Inc. | | RBC Bearings Incorporated | Standex International Corporation | Tennant Company |

  63. 2024 Peer Group

    Following Meridian’s engagement, our Compensation Committee reviewed the Peer Group that it would use for benchmarking purposes, including annual revenue, market capitalization, EBITDA margins, enterprise value, percentage of non-US revenues and P/E multiples. Our Compensation Committee approved a Peer Group consisting of 20 companies (set forth below) to be used when benchmarking future pay opportunities.

  64. 2024 Peer Group

    | Fiscal 2025 Peer Group | | | | Alamo Group Inc. | Albany International Corp. | Astec Industries, Inc. | | ATS Corporation | Barnes Group Inc. | Commercial Vehicle Group, Inc. | | Enerpac Tool Group Corp. | EnPro Industries, Inc. | ESCO Technologies Inc. | | Federal Signal Corporation | Franklin Electric Co., Inc. | Graco Inc. | | Helios Technologies, Inc. | Kadant Inc. | L.B. Foster Company | | The Manitowoc Company, Inc. | Mueller Water Product, Inc. | RBC Bearings Incorporated | | Standex International Corporation | Tennant Company | |

  65. 2024 Peer Group

    The Compensation Committee in conjunction with Meridian reviewed the previous set of peers and determined to remove Chart Industries, Inc., CIRCOR International, Inc. and NN, Inc. due to changes in comparability of market capitalization, as well as Altra Industrial Motion Corp., which was acquired by Regnal Rexford Corporation. Simultaneously, the Company added ATS Corporation, Mueller Water Product, Inc. and Helios Technologies, Inc. given that they have a more relevant market cap and financial profile to that of the Company.

  66. 2024 Peer Group

    | 76 | 2024 PROXY STATEMENT | |

  67. Elements of Our Compensation Program for NEOs

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

  68. Our Target Pay Mix

    Our NEOs received one-third of their fiscal 2024 long-term incentive compensation in the form of performance stock units (“PSUs”), which are contingent upon achievement of return on invested capital (“ROIC”) goals based on final fiscal 2026 results. As shown below, the Company’s executive compensation program places a majority of our NEOs’ compensation at risk based on the Company’s performance. The following table shows the dollar values and pay mix percentages of our fiscal 2024 target direct pay opportunities for our NEOs:

  69. Our Target Pay Mix

    | Executive Officer | Base Salary ($) | Annual Incentive Target Opportunity ($) | Total Cash Compensation Opportunity ($) | Long-Term Incentive Target Opportunity ($) | Total Target Pay Opportunity ($) | | David J. Wilson | 900,000 | 900,000 | 1,800,000 | 3,375,000 | 5,175,000 | | Gregory P. Rustowicz | 500,000 | 350,000 | 850,000 | 825,000 | 1,675,000 | | Terrance J. Schadeberg | 450,000 | 270,000 | 720,000 | 630,000 | 1,350,000 | | Alan S. Korman | 450,000 | 270,000 | 720,000 | 585,000 | 1,305,000 | | Bert A. Brant | 415,000 | 228,250 | 643,250 | 539,500 | 1,182,750 |

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

    | • | the inclusion of a “cap” on the maximum payouts to any officer; |

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

    | • | lack of signification cliffs in payout scales; |

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

    | • | the appropriate balance of fixed versus variable and cash versus equity compensation; |

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

    | • | the use of multiple metrics in the respective incentive programs; and |

  74. Annual Incentive Plan

    Annual Incentive Plan An important tenet of our compensation philosophy is the belief that annual cash incentives should be based upon actual performance measured against specified key business and financial metrics. Our Compensation Committee adopts performance measures that are intended to align with market practices of the Peer Group and public companies in general. The purpose of the Annual Incentive Plan is to attract, motivate, reward, and retain highly qualified executives on a competitive basis and provide financial incentives that promote Company success as well as an assessment of the NEO’s individual contributions towards our key strategic initiatives and business unit performance where applicable. At the beginning of each fiscal year, our Compensation Committee recommends, and our Board approves, the key measures (“Drivers”) for the Annual Incentive Plan. The Annual Incentive Plan focuses on the short-term goals that are most important to our success over the fiscal year and that are generally within the control of the participants. It is the policy and ongoing intention of our Board to establish targeted performance levels for each Driver at the beginning of the fiscal year or the start of the respective performance period. Targeted performance levels are generally set for our Company as a whole, but may also encompass individual business units, groups, divisions, or individual performance levels, as appropriate. Drivers and targeted performance levels are based on the Board’s assessment of our priorities, outlook, current and projected economic conditions, and other pertinent factors, and are intended to be challenging, but achievable with significant and effective effort. The Board reviews audited year-end results to determine whether targeted performance levels have been met.

  75. Annual Incentive Plan

    | | 2024 PROXY STATEMENT | 81 |

  76. Annual Incentive Plan

    The Board retains discretion to cap, reduce, or eliminate payments under the Annual Incentive Plan. The Board also determines the weighting to be assigned to each Driver. For most Drivers, goals are set at threshold, target, and maximum levels. Payouts for these Drivers are determined by multiplying the appropriate weighting by the percentages outlined in the table below; linear interpolation is used to determine percentages when performance falls between levels. The aggregate payout to any NEO may not exceed 200% of target.

  77. Annual Incentive Plan

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

  78. Fiscal 2024 Annual Incentive Plan Design

    Fiscal 2024 Annual Incentive Plan Design The Annual Incentive Plan (“AIP”) for fiscal 2024 was designed to help us focus on increasing profitability while managing our strategic priorities to position the Company for longer-term profitable growth. For fiscal 2024, thirty seven and a half percent (37.5%) of our NEOs’ target was based on Adjusted EBIT (which we define as operating income adjusted for currency translation, M&A activities and other unusual items) at the consolidated level, thirty seven and a half percent (37.5%) was based on consolidated Free Cash Flow (which we define as cash flow from operations less capital expenditures) and twenty five percent (25%) was Strategic Goals. For fiscal 2024, target performance was established at a level that would require $119.0 million of EBIT, $45.8 million in Free Cash Flow (inclusive of a significant capital expenditure investment in the Company’s new Monterrey, Mexico facility) and maximum performance was established at $142.8 million of Adjusted EBIT and $52.7 million in Free Cash Flow. Drivers and associated weightings for fiscal 2024, which were established by the Board for each executive officer, are shown below.

  79. AIP Metric Mix Fiscal 2024

    AIP Metric Mix Fiscal 2024

  80. AIP Metric Mix Fiscal 2024

    | Fiscal 2024 Drivers (April 1, 2023 to March 31, 2024 | David J. Wilson | Gregory P. Rustowicz | Terrance J. Schadeberg | Alan S. Korman | Bert A. Brant | | Adjusted EBIT | 37.5% | 37.5% | 37.5% | 37.5% | 37.5% | | Free Cash Flow | 37.5% | 37.5% | 37.5% | 37.5% | 37.5% | | Strategic Goals (Key Business Objectives) | 25% | 25% | 25% | 25% | 25% |

  81. AIP Metric Mix Fiscal 2024

    For fiscal 2024, the strategic goals used in our AIP focused on operational excellence, customer experience, transformational growth and delivering on our footprint simplification plan. While the strategic goal categories were the same across all of our NEOs and other executive officers, evaluation against those goals was customized based upon each individual’s contribution to achievement of those goals.

  82. AIP Metric Mix Fiscal 2024

    | 82 | 2024 PROXY STATEMENT | |

  83. Results Against Fiscal 2024 AIP Metrics

    Results Against Fiscal 2024 AIP Metrics The fiscal year 2024 financial targets, performance achieved as a percent of target, and the fiscal year 2024 payout percentages under each driver are shown below:

  84. Results Against Fiscal 2024 AIP Metrics

    | | Fiscal 2024 Annual Incentive Plan— EBIT and Free Cash Flow (Dollars in Millions) | | | | | | Fiscal 2024 Drivers (April 1, 2023—March 31, 2024) | Threshold ($) | Target ($) | Maximum ($) | Result ($) | Fiscal 2024 Performance % of Target | | Adjusted EBIT(1) | 95.2 | 119.0 | 142.8 | 119.2 | 101% | | Free Cash Flow(1) | 38.9 | 45.8 | 52.7 | 42.4 | 75% | | Strategic Goals (Key Business Objectives)(2) | 0% to 200% | | | | 98% |

  85. Results Against Fiscal 2024 AIP Metrics

    | (1) Fiscal 2024, EBIT and Free Cash Flow were adjusted to eliminate the impact of foreign exchange and certain other one-time items. |

  86. Results Against Fiscal 2024 AIP Metrics

    | (2) Strategic Goals percentage payout could range from 0% to 200%. Average NEOs Strategic Goals payout was 98%. |

  87. Results Against Fiscal 2024 AIP Metrics

    Annual incentive targets, strategic and overall achievement percentages, as well as the overall incentive payment as a percentage of base salary awarded for fiscal 2024 are shown below:

  88. Results Against Fiscal 2024 AIP Metrics

    | Executive Officer | Annual Incentive Plan Target for Fiscal 2024 (% of Base Salary) | Overall Annual Incentive Plan Rating (% of Adjusted Target Award)(1) | Actual Payout Based on Performance Achieved (% of Base Salary) | | David J. Wilson | 100% | 91% | 91% | | Gregory P. Rustowicz | 70% | 90% | 63% | | Terrance J. Schadeberg | 60% | 91% | 55% | | Alan S. Korman | 60% | 91% | 55% | | Bert A. Brant | 55% | 90% | 49% |

  89. Results Against Fiscal 2024 AIP Metrics

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

  90. Long-Term Incentive Plan

    Long-Term Incentive Plan Awards of equity-based Long-Term Incentive Plan compensation to our executive officers enhance the alignment of interests of our NEOs and shareholders. All Long-Term Incentive Plan awards for our NEOs and directors must be approved by the Compensation Committee. The objectives of our long-term incentive program are to:

  91. Long-Term Incentive Plan

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

  92. Long-Term Incentive Plan

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

  93. Long-Term Incentive Plan

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

  94. Long-Term Incentive Plan

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

  95. Long-Term Incentive Plan

    | • | a competitive analysis; |

  96. Long-Term Incentive Plan

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

  97. Long-Term Incentive Plan

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

  98. Long-Term Incentive Plan

    | | 2024 PROXY STATEMENT | 83 |

  99. Long-Term Incentive Plan

    | Executive Officer | Long-Term Incentive Target for Fiscal 2024 (% of Base Salary) | | David J. Wilson | 375% | | Gregory P. Rustowicz | 165% | | Terrance J. Schadeberg | 140% | | Alan S. Korman | 130% | | Bert A. Brant | 130% |

  100. Long-Term Incentive Plan

    In fiscal 2024, the target long-term incentive mix for our NEOs consisted of PSUs (one-third of target value), time-based restricted stock units (“RSUs”) (one-third of target value), and non-qualified stock options (one-third of target value). Dollar values are converted to share numbers based on an estimate of expected value at initial grant. In response to shareholder feedback as part of the annual outreach, the Compensation Committee, based upon shareholder input and advice from Meridian, has decided to change the mix of our long-term incentive awards for our NEOs for fiscal 2025 to increase the proportion of PSUs. In fiscal 2025, the target long-term incentive mix for our NEOs consists of PSUs (one-half of target value—50%), time-based RSUs (one-quarter of target value—25%), and non-qualified stock options (one-quarter of target value—25%). The following tables summarize the equity granted as part of the NEOs’ annual compensation for fiscal 2024:

  101. Long-Term Incentive Plan

    | Executive Officer | Target Number of PSUs(1) (#) | Options Granted (#) | RSUs Granted (#) | | David J. Wilson | 32,406 | 86,873 | 32,406 | | Gregory P. Rustowicz | 7,922 | 21,236 | 7,922 | | Terrance J. Schadeberg | 6,050 | 16,217 | 6,050 | | Alan S. Korman | 5,618 | 15,058 | 5,618 | | Bert A. Brant | 5,181 | 13,887 | 5,181 |

  102. Long-Term Incentive Plan

    | (1) Grant represents target number of PSUs for fiscal 2024, granted on May 22, 2023. |

  103. PSUs

    PSUs Grants of PSUs are made annually, with vesting dependent upon performance achieved against the relevant performance target. With respect to the PSUs that were granted to the NEOs in fiscal 2024, vesting of these PSUs will occur on the third anniversary of the date of grant based upon the Company’s ROIC (which we defined as operating income adjusted for currency translation, M&A activities and unusual items, net of taxes at a 25% normalized rate, divided by the average of debt plush shareholders’ equity less cash and cash equivalents) performance in fiscal 2026 measured against the ROIC performance targets for fiscal 2026. The PSUs granted in fiscal 2024 are reflected in the Outstanding Equity Awards at Fiscal Year-End table contained in this proxy statement. The long-term incentive strategy is designed to support our business strategy and the interests of our shareholders.

  104. PSUs

    | 84 | 2024 PROXY STATEMENT | |

  105. PSUs

    For the PSUs granted in fiscal 2024, these PSUs are subject to vesting based on the performance and payout relationship as illustrated in the table below:

  106. PSUs

    | Driver Performance Level | Fiscal 2026 ROIC Targets | Percentage of Award(1) | | Maximum ROIC For Fiscal 2026 | 10.0% | 200.0% | | Target ROIC for Fiscal 2026 | 8.5% | 100.0% | | Threshold ROIC for Fiscal 2026 | 5.5% | 50.0% | | Threshold not achieved | | 0.0% |

  107. PSUs

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

  108. PSUs

    For the PSUs granted in fiscal 2025, in response to shareholder feedback as part of our outreach program, the Compensation Committee, based upon shareholder input and advice from Meridian, determined to update the performance metrics used for our PSUs to better align with the Company’s strategic plan sales growth and margin expansion goals. The PSUs to our NEOs and other executive officers in fiscal 2025 are subject to vesting based on sales growth (one-half of target value—50%) and margin expansion (one-half of target value—50%).

  109. RSUs

    RSUs RSUs are designed to support executive retention and share ownership. In order to support retention and align executives with our stock performance over a longer horizon, RSUs vest 33% annually over the first through third anniversary from the grant date of awards. Dividends are applied to unvested RSUs and are issued to the holder upon vesting of the RSUs.

  110. Stock Options

    Stock Options Stock options are included to align management and shareholder interests by encouraging decisions and actions that result in long-term stock appreciation and ownership interest for management. In order to support retention and align executives with our stock performance over a longer horizon, grants generally vest 33% per year commencing on the first anniversary of the grant date and remain exercisable for 10 years from the date of grant. The exercise price for any stock option is equal to the fair market value on the date of grant, which is an average of the high and low price of a share of our common stock on the date of grant. The date of grant is the date of the Board meeting at which the option award is approved.

  111. Non-Qualified Deferred Compensation Plan

    Non-Qualified Deferred Compensation Plan We maintain a non-qualified deferred compensation plan (the “NQDC Plan”) under which eligible participants (including our directors and U.S.-based NEOs) may elect to defer a portion of their cash compensation. The NQDC Plan offers a Company match and core contributions consistent with the benefits each individual is eligible for in our qualified 401(k) plan for excess contributions above the statutory limit. Employees may defer up to 75% of their base salary and up to 100% of annual short-term incentive cash compensation. Directors are permitted to defer up to 100% of their annual cash retainer amount. Payment of balances will occur in accordance with Internal Revenue Code Section 409A requirements.

  112. Severance

    Severance With the exception of Mr. Wilson, the Company has no employment agreements with its NEOs, but does provide the NEOs with eligibility for severance benefits under our general severance policy upon delivery of an acceptable release of legal claims. The Committee and our Board believe the severance benefits offered under Mr. Wilson’s employment agreement and in the Columbus McKinnon Executive Severance Plan aid in attracting and retaining experienced executives and reflect fair compensation in the event of a qualifying termination.

  113. Severance

    | 86 | 2024 PROXY STATEMENT | |

  114. Severance

    Beginning in fiscal 2025, the Columbus McKinnon Corporation Executive Severance Plan applies to our NEOs. Upon an eligible termination of employment, the plan provides: cash payment of one times (1x) the NEO’s annual base salary in effect on the termination date; Long-Term Incentives to be treated in the same manner as “Retirement”, health and welfare benefits at the active employee rate for one year; and outplacement services not to exceed $15,000.

  115. Change-In-Control Agreements

    Change-In-Control Agreements We have entered into change-in-control agreements with our NEOs and other officers. The intent of these agreements is to provide officers with financial security in the event of a change-in-control to facilitate a transaction which may benefit shareholders but result in job loss to executives. The change-in-control agreements provide for an initial term of one-year, which, absent delivery of notice of termination, is automatically renewed annually for an additional one-year term. Generally, each of the NEOs is entitled to receive, upon termination of employment without cause by the Company within six months preceding or 24 months after a change-in-control of our Company, or a in the case an NEO terminates his or her employment for good reason within six months preceding or 24 months after a change-in-control of our Company, (i) a lump sum severance payment up to three times the sum of (a) his or her annual salary and (b) the greater of (1) the annual target incentive under the Annual Incentive Plan in effect on the date of termination and (2) the annual target incentive under the Annual Incentive Plan in effect immediately prior to the change-in-control, (ii) a lump sum payment, in cash, equal to thirty-six (36) times the monthly cost of continued coverage if COBRA is elected under the Company group health plans, (iii) a lump sum payment equal to the actuarial equivalent of the pension payment which he or she would have accrued under our tax-qualified retirement plans had he or she continued to be employed by us for three additional years,(iv) unless otherwise provided in an equity award agreement, all options, restricted shares (RSUs) and performance shares (PSUs) become fully vested and (v) certain other specified payments. The events that trigger a change-in-control under these agreements include (i) the acquisition of 20% or more of our outstanding common stock by certain persons, (ii) certain changes in the membership of our Board, (iii) certain mergers or consolidations, (iv) certain sales or transfers of substantially all of our assets and (v) the approval by our shareholders of a plan of dissolution or liquidation. For purposes of the change-in control agreements, good reason is defined to include (i) a material diminution in position, duties, responsibilities or status as in effect preceding the change in control, (ii) material reduction in annual base salary as in effect on the date of the change in control, (iii) required relocation, (iv) failure by the Company to pay any then-current compensation within specified periods and (v) certain failures by the Company to comply with employment termination procedures.

  116. Executive Compensation

    | Summary Compensation Table | 90 | | Grants of Plan-Based Awards | 92 | | Outstanding Equity Awards at Fiscal Year-End | 93 | | Options Exercised and Stock Vested | 94 | | Pension Benefits | 94 | | Non-Qualified Deferred Compensation | 96 | | Other Potential Post-Employment Payments | 97 | | CEO Pay Ratio | 98 | | Policies and Practices Related to the Timing of Grants of Certain Equity Awards | 99 | | Pay Versus Performance | 100 |

  117. Summary Compensation Table

    Summary Compensation Table The following table sets forth the cash compensation, as well as certain other compensation earned during the fiscal years ended March 31, 2024, 2023 and 2022, for the President and CEO, CFO, and each of the Company’s three other most highly compensated executive officers who received annual compensation in excess of $100,000:

  118. Summary Compensation Table

    | Executive Officer | Fiscal Year | Salary(7) ($) | Bonus(1) ($) | Stock Awards(2) ($) | Option Awards(3) ($) | Non-Equity Incentive Plan Compensation(4) ($) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings(5) ($) | All Other Compensation(6) ($) | Total ($) | | David J. Wilson | 2024 | 888,462 | — | 2,370,823 | 1,125,005 | 819,675 | 5,491 | 589,794 | 5,799,250 | | | 2023 | 835,393 | 200,000 | 1,824,379 | 991,668 | 882,640 | 2,900 | 236,912 | 4,973,892 | | | 2022 | 778,592 | — | 1,574,941 | 787,505 | 863,730 | 1,896 | 60,357 | 4,067,021 | | Gregory P. Rustowicz | 2024 | 494,231 | — | 579,574 | 275,006 | 314,388 | 6,331 | 321,455 | 1,990,985 | | | 2023 | 496,157 | 200,000 | 466,053 | 253,334 | 345,268 | 4,499 | 131,439 | 1,896,750 | | | 2022 | 441,782 | — | 573,331 | 286,670 | 345,492 | 6,886 | 31,376 | 1,685,537 | | Terrance J. Schadeberg | 2024 | 444,231 | — | 442,618 | 210,010 | 245,903 | 214 | 27,592 | 1,370,568 | | | 2023 | 421,655 | — | 338,822 | 1,184,190 | 264,792 | 10 | 24,822 | 2,234,291 | | | 2022 | — | — | — | — | — | — | — | — | | Alan S. Korman | 2024 | 444,231 | — | 411,013 | 195,001 | 245,903 | 3,214 | 10,874 | 1,310,236 | | | 2023 | 413,314 | — | 338,822 | 184,177 | 242,726 | 5,314 | 22,563 | 1,206,916 | | | 2022 | 370,952 | — | 399,184 | 199,561 | 226,215 | 4,656 | 11,008 | 1,211,576 | | Bert A. Brant | 2024 | 411,538 | — | 379,042 | 179,837 | 205,026 | 44,353 | 25,907 | 1,245,703 | | | 2023 | 394,157 | — | 318,938 | 173,342 | 217,448 | 22,998 | 24,697 | 1,151,580 | | | 2022 | 371,556 | — | 399,810 | 199,917 | 226,215 | 40,140 | 18,131 | 1,255,769 |

  119. Summary Compensation Table

    | (1) For Messrs. Wilson and Rustowicz, the amount presented in the bonus column for fiscal year 2023 represents a one-time relocation bonus in the amount of $200,000. |

  120. Summary Compensation Table

    | (2) The amounts shown in this column reflect the aggregate grant date fair value for RSUs and PSUs granted in the year indicated under the Columbus McKinnon 2016 Long Term Incentive Plan, as amended, and restated in 2019. However, for purposes of this table, estimates of forfeitures have been removed. The grant date fair value for each RSU and PSU is equal to the market price of our common stock on the date of grant. PSUs are recognized as compensation expense based upon their grant date fair value and to the extent it is probable that the performance conditions will be met. The assumptions used in valuing the PSUs granted in fiscal 2022, 2023 and 2024 are described in Note 15 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2024 filed with the Securities and Exchange Commission on May 29, 2024. |

  121. Summary Compensation Table

    | (3) The amounts shown in this column reflect the aggregate grant date fair value for non-qualified stock options to purchase our common stock granted in the year indicated under the Columbus McKinnon 2016 Long -Term Incentive Plan, as amended and restated in 2019. However, for purposes of this table, estimates of forfeitures have been removed. A Black-Scholes valuation approach has been chosen for these calculations. The assumptions used in valuing these grants for fiscal 2022, 2023 and 2024 are described in Note 15 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2024, filed with the Securities and Exchange Commission on May 29, 2024. For fiscal 2024, the weighted-average assumptions used in calculating the grant date fair value of the stock options granted in fiscal 2024 reported in the option awards column are the following: (i) risk-free interest rate of 4.28%, (ii) expected life of 5.5 years, (iii) volatility factor of 0.336 and (iv) dividend yield of 0.77%. |

  122. Summary Compensation Table

    | 90 | 2024 PROXY STATEMENT | |

  123. Summary Compensation Table

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

  124. Summary Compensation Table

    | (5) Represents the aggregate change in actuarial value under the CMCO Pension Plan from April 1, 2023, to March 31, 2024, for Mr. Korman. Messrs. Wilson, Rustowicz, Schadeberg and Brant are not covered by a Company-sponsored pension plan. In accordance with SEC rules, to the extent the aggregate change in present value of a defined benefit plan for a particular fiscal year would have been a negative amount, the amount has instead been reported as $0 and the aggregate compensation for the NEO in the total column has not been adjusted to reflect the negative amount. In addition, the Company sponsors the NQDC Plan under which eligible participants may elect to defer a portion of their cash compensation. Participation is detailed in the Non-Qualified Deferred Contribution Plan table below. For Messrs. Wilson, Rustowicz, Schadeberg, Korman and Brant, the amount presented includes $5,491, $6,331, $214, 3,004, and $44,353, respectively represent above market earnings under the NQDC Plan. |

  125. Summary Compensation Table

    | (6) For Messrs. Wilson, Rustowicz, Schadeberg, Korman and Brant, the amount presented in all other compensation column for fiscal 2024 includes $58,384, $28,355, $7,446, $2,197, and $5,899, respectively, that the Company has contributed on behalf of such individual under the NQDC Plan. For additional information, see “—Non-qualified Deferred Compensation” below. In fiscal 2024, Messrs. Wilson and Rustowicz each received a relocation package in the amount of $512,575 and $276,511, respectively, and a tax gross-up relating to their respective relocation package in the amount of $226,046 and $121,941, respectively, which amounts are included in the all other compensation column above for fiscal 2024. In fiscal 2023, Messrs. Wilson and Rustowicz each received a relocation package in the amount of $166,667 and $88,290, respectively, and a tax gross-up relating to their respective relocation package in the amount of $81,667 and $40,790, respectively, which amounts are included in the all other compensation column above for fiscal 2023. The remaining amounts for fiscal 2023 consist of matching contributions under the Columbus McKinnon Thrift 401(k) plan. |

  126. Summary Compensation Table

    | (7) Due to an administrative error, the salaries received during fiscal year 2022 by Messrs. Wilson, Rustowicz, Korman and Brant were overstated and incorrectly reported as $787,500, $450,000, $375,000 and $375,000 and during fiscal year 2023 Messrs. Wilson, Rustowicz, Schadeberg, Korman and Brant were overstated and incorrectly reported as $850,000, $475,000, $425,000, $425,000 and $400,000 respectively. The corrected salaries received for fiscal years 2022 and 2023 are reflected in the Summary Compensation Table above. |

  127. Summary Compensation Table

    | | 2024 PROXY STATEMENT | 91 |

  128. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table sets forth information with respect to plan-based awards granted in fiscal 2024 to the NEOs in the summary compensation table, including awards under the Annual Incentive Plan, and equity awards of stock options, PSUs and RSUs:

  129. Grants of Plan-Based Awards

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(2) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(3) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)((6) | All Other Option Awards: Number of Securities Underlying Options (#)(7) | Exercise or Base Price of Option Awards(4) ($/Sh) | Grant Date Fair Value of Stock and Option Awards(5) ($) | | Name | Grant Date(1) | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | David J. Wilson | | 450,000 | 900,000 | 1,800,000 | | | | | | | | | | 5/22/2023 | | | | 16,203 | 32,406 | 64,812 | | | | 1,185,411 | | | 5/22/2023 | | | | | | | 32,406 | | | 1,185,411 | | | 5/22/2023 | — | | | | | | | 86,873 | 36.16 | 1,125,005 | | Gregory P. Rustowicz | | 175,000 | 350,000 | 700,000 | | | | | | | | | | 5/22/2023 | | | | 3,961 | 7,922 | 15,844 | | | | 289,787 | | | 5/22/2023 | | | | | | | 7,922 | | | 289,787 | | | 5/22/2023 | | | | | | | | 21,236 | 36.16 | 275,006 | | Terrance J. Schadeberg | | 135,000 | 270,000 | 540,000 | | | | | | | | | | 5/22/2023 | | | | 3,025 | 6,050 | 12,100 | | | | 221,309 | | | 5/22/2023 | | | | | | | 6,050 | | | 221,309 | | | 5/22/2023 | | | | | | | | 16,217 | 36.16 | 210,010 | | Alan S. Korman | | 135,000 | 270,000 | 540,000 | | | | | | | | | | 5/22/2023 | | | | 2,809 | 5,618 | 11,236 | | | | 205,506 | | | 5/22/2023 | | | | | | | 5,618 | | | 205,506 | | | 5/22/2023 | | | | | | | | 15,058 | 36.16 | 195,001 | | Bert A. Brant | | 114,125 | 228,250 | 456,500 | | | | | | | | | | 5/22/2023 | | | | 2,591 | 5,181 | 10,362 | | | | 189,521 | | | 5/22/2023 | | | | | | | 5,181 | | | 189,521 | | | 5/22/2023 | | | | | | | | 13,887 | 36.16 | 179,837 |

  130. Grants of Plan-Based Awards

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

  131. Grants of Plan-Based Awards

    | (2) Represents the potential payout range under the Annual Incentive Plan for fiscal 2024 discussed above. The final fiscal 2024 payout can be found in the Summary Compensation Table in the column entitled “Non-Equity Incentive Plan Compensation.” |

  132. Grants of Plan-Based Awards

    | (3) Represents the potential payout range related to PSUs awarded to NEOs on the grant date, subject to achievement of ROIC performance targets for fiscal 2026, where 5.5% results in threshold achievement, 8.5% results in target achievement and 10.0% or greater results in maximum achievement. Each PSU will be settled in a share of our common stock. |

  133. Grants of Plan-Based Awards

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

  134. Grants of Plan-Based Awards

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

  135. Grants of Plan-Based Awards

    | (6) Represents RSUs granted under the fiscal 2024 long-term incentive program, which vest at a rate of 33% per year beginning one year from the date of grant, except that RSUs may vest earlier in the event of death, disability, retirement, or change-in-control. |

  136. Grants of Plan-Based Awards

    | (7) Represents the number of shares of our common stock underlying options awarded to the NEOs on the grant date. The options vest at a rate of 33% per year beginning one year from the date of grant, except options that may vest earlier in the event of death, disability, retirement, or change-in-control. They expire 10 years from the date of grant, or earlier in the event of death, disability, or retirement. The weighted average grant date fair value of option awards granted on May 22, 2023, is $12.95 per share based on the Black-Scholes valuation. |

  137. Grants of Plan-Based Awards

    | 92 | 2024 PROXY STATEMENT | |

  138. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table sets forth information with respect to the NEOs named in the summary compensation table relating to (i) unexercised stock options and (ii) PSUs and RSUs that have not vested and are outstanding as of March 31, 2024.

  139. Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards | | | | | RSU Awards | | PSU Awards | | | Executive Officer | Number of Securities Underlying Unexercised Options Exercisable | Option Awards Number of Securities Underlying Unexercised Options Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested ($) | Market Value of Shares or Units of Stock That Have Not Vested as of 3/31/2024 ($) | 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 as of 3/31/2024 ($) | | David J. Wilson | | | N/A | | | | | | | | | 62,112(6) | | | 30.29 | 5/18/2030 | 5,034(11) | 224,667 | 15,103(14) | 674,047 | | | 29,478(7) | 14,739(7) | | 54.26 | 5/17/2031 | 18,411(12) | 821,683 | 27,617(15) | 1,232,547 | | | 31,303(9) | 62,605(9) | | 33.12 | 5/16/2032 | 32,406(13) | 1,446,280 | 32,406(16) | 1,446,280 | | | | 86,873(10) | | 36.16 | 5/22/2033 | | | | | | Gregory P. Rustowicz | | | N/A | | | | | | | | | 28,333(1) | | | 15.16 | 5/23/2026 | 1,832(11) | 81,762 | 5,498(14) | 245,376 | | | 19,500(2) | | | 24.33 | 5/22/2027 | 4,703(12) | 209,895 | 7,055(15) | 314,865 | | | 11,897(3) | | | 38.70 | 5/22/2028 | 7,922(13) | 353,559 | 7,922(16) | 353,559 | | | 13,422(4) | | | 35.16 | 5/20/2029 | | | | | | | 20,667(5) | | | 25.52 | 5/18/2030 | | | | | | | 10,731(7) | 5,365(7) | | 54.26 | 5/17/2031 | | | | | | | 7,997(9) | 15,993(9) | | 33.12 | 5/16/2032 | | | | | | | | 21,236(10) | | 36.16 | 5/22/2033 | | | | | | Terrance J. Schadeberg | | | N/A | | | | | | | | | | 75,816(8) | | 42.22 | 4/1/2032 | 3,419(12) | 152,590 | 5,129(15) | 228,907 | | | 5,814(9) | 11,627(9) | | 33.12 | 5/16/2032 | 6,050(13) | 270,012 | 6,050(16) | 270,012 | | | | 16,217(10) | | 36.16 | 5/22/2033 | | | | | | Alan S. Korman | | | N/A | | | | | | | | | 16,140(1) | | | 15.16 | 5/23/2026 | 1,276(11) | 56,948 | 3,828(14) | 170,844 | | | 12,138(2) | | | 24.33 | 5/22/2027 | 3,419(12) | 152,590 | 5,129(15) | 228,907 | | | 7,542(3) | | | 38.70 | 5/22/2028 | 5,618(13) | 250,731 | 5,618(16) | 250,731 | | | 8,674(4) | | | 35.16 | 5/20/2029 | | | | | | | 13,357(5) | | | 25.52 | 5/18/2030 | | | | | | | 7,470(7) | 3,735(7) | | 54.26 | 5/17/2031 | | | | | | | 5,814(9) | 11,627(9) | | 33.12 | 5/16/2032 | | | | | | | | 15,058(10) | | 36.16 | 5/22/2033 | | | | | | Bert A. Brant | | | N/A | | | | | | | | | 7,743(3) | | | 38.70 | 5/22/2028 | 1,278(11) | 57,037 | 3,834(14) | 171,111 | | | 8,736(4) | | | 35.16 | 5/20/2029 | 3,218(12) | 143,619 | 4,828(15) | 215,474 | | | 13,451(5) | | | 25.52 | 5/18/2030 | 5,181(13) | 231,228 | 5,181(16) | 231,228 | | | 7,484(7) | 3,741(7) | | 54.26 | 5/17/2031 | | | | | | | 5,472(9) | 10,943(9) | | 33.12 | 5/16/2032 | | | | | | | | 13,887(10) | | 36.16 | 5/22/2033 | | | | |

  140. Outstanding Equity Awards at Fiscal Year-End

    | (1) These options were granted May 23, 2016 and vest 25% per year beginning May 23, 2017. |

  141. Outstanding Equity Awards at Fiscal Year-End

    | (2) These options were granted May 22, 2017 and vest 25% per year beginning May 22, 2018. |

  142. Outstanding Equity Awards at Fiscal Year-End

    | | 2024 PROXY STATEMENT | 93 |

  143. Outstanding Equity Awards at Fiscal Year-End

    | (3) These options were granted May 22, 2018 and vest 25% per year beginning May 22, 2019. |

  144. Outstanding Equity Awards at Fiscal Year-End

    | (4) These options were granted May 20, 2019 and vest 25% per year beginning May 20, 2020. |

  145. Outstanding Equity Awards at Fiscal Year-End

    | (5) These options were granted May 18, 2020 and vest 33% per year beginning May 18, 2021. |

  146. Outstanding Equity Awards at Fiscal Year-End

    | (6) These options were granted June 1, 2020 and vest 33% per year beginning May 18, 2021. |

  147. Outstanding Equity Awards at Fiscal Year-End

    | (7) These options were granted May 17, 2021 and vest 33% per year beginning May 17, 2022. |

  148. Outstanding Equity Awards at Fiscal Year-End

    | (8) These options were granted April 1, 2022 and vest 33% per year beginning April 1, 2025. |

  149. Outstanding Equity Awards at Fiscal Year-End

    | (9) These options were granted May 16, 2022 and vest 33% per year beginning May 16, 2023. |

  150. Outstanding Equity Awards at Fiscal Year-End

    | (10) These options were granted May 22, 2023 and vest 33% per year beginning May 22, 2024. |

  151. Outstanding Equity Awards at Fiscal Year-End

    | (11) These RSUs were granted May 17, 2021 and vest 33% per year beginning May 17, 2022. |

  152. Outstanding Equity Awards at Fiscal Year-End

    | (12) These RSUs were granted May 16, 2022 and vest 33% per year beginning May 16, 2023. |

  153. Outstanding Equity Awards at Fiscal Year-End

    | (13) These RSUs were granted May 22, 2023 and vest 33% per year beginning May 22, 2024. |

  154. Outstanding Equity Awards at Fiscal Year-End

    | (14) These PSUs were granted May 17, 2021 and vest 100% on May 17, 2024, based on the ROIC for the full year ended March 31, 2024. |

  155. Outstanding Equity Awards at Fiscal Year-End

    | (15) These PSUs were granted May 16, 2022 and vest 100% on May 16, 2025, based on the ROIC for the full year ended March 31, 2025. |

  156. Outstanding Equity Awards at Fiscal Year-End

    | (16) These PSUs were granted May 22, 2023 and vest 100% on May 22, 2026, based on the ROIC for the full year ended March 31, 2026. |

  157. Options Exercised and Stock Vested

    Options Exercised and Stock Vested The following table sets forth information with respect to the NEOs named in the summary compensation table relating to the exercise of stock options, and the vesting of PSUs and RSUs, in fiscal 2024:

  158. Options Exercised and Stock Vested

    | | Option Awards | | Stock Awards | | | Executive Officer | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise(1) ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(2) ($) | | David J. Wilson | — | — | 49,497 | 1,762,813 | | Gregory P. Rustowicz | 11,716 | 485,393 | 12,844 | 466,910 | | Terrance J. Schadeberg | — | — | 9,632 | 328,426 | | Alan S. Korman | — | — | 9,186 | 336,645 | | Bert A. Brant | — | — | 7,419 | 263,642 |

  159. Options Exercised and Stock Vested

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

  160. Options Exercised and Stock Vested

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

  161. Pension Benefits

    Pension Benefits The CMCO Pension Plan is a non-contributory, qualified defined benefit plan, which provides certain NEOs with retirement benefits. As defined in the CMCO Pension Plan, a participant’s annual pension benefit at age 65 is equal to the product of (i) 1% of the participant’s final average earnings, as calculated by the terms of the CMCO Pension Plan, plus 0.5% of that part, if any, of final average earnings in excess of such participant’s “social security covered compensation,” as such term is defined in the CMCO Pension Plan, multiplied by (ii) such participant’s years of credited service, limited to 35 years. CMCO Pension Plan benefits are not subject to reduction for social security benefits. New entrants to the CMCO Pension Plan were frozen in 2012 and new contributions were frozen in 2017. In May 2023, we announced our intention to offer participants the ability to accept a lump sum payment in satisfaction of their pension benefits or, if such lump sum payment was not accepted, sell the remaining obligation for the existing pension liability. After completion of the sale, we expect to no longer report on pension benefits related to the CMCO Pension Plan in the proxy statement. The pension benefits are vested for eligible beneficiaries, but the future obligations will be fulfilled by the buyer of our existing pension liabilities.

  162. Pension Benefits

    | 94 | 2024 PROXY STATEMENT | |

  163. Pension Benefits

    The following table sets forth with respect to each of our plans that provide retirement benefits to our NEOs, (i) the years of credited service of each of the executives named in the summary compensation table, (ii) the present value of his or her accumulated benefit, and (iii) payments received by him or her during fiscal 2024:

  164. Pension Benefits

    | Executive Officer | Plan Name | Number of Years of Credited Service(1) | Present Value of Accumulated Benefit(2) ($) | Payments During Last Fiscal Year ($) | | David J. Wilson | N/A(2) | — | — | — | | Gregory P. Rustowicz | N/A(2) | — | — | — | | Terrance J. Schadeberg | N/A(2) | — | — | — | | Alan S. Korman | Columbus McKinnon Corporation Monthly Retirement Benefit Plan | 0.17 | — | 7,919(3) | | Bert A. Brant | N/A(2) | — | — | — |

  165. Pension Benefits

    | (1) Years of credited service determined as of March 31, 2024. For more information about our retirement program see “Other Potential Post-Employment Payments” in this proxy statement. |

  166. Pension Benefits

    | (2) Messrs. Wilson, Rustowicz, Schadeberg and Brant were not covered by a Company sponsored pension plan. |

  167. Pension Benefits

    | (3) Mr. Korman had an accrued benefit under the CMCO Pension Plan that was frozen on March 31, 2012. In connection with the lump sum offering discussed above, in November 2023, Mr. Korman elected to take a lump sum distribution of his pension, which was rolled over to the Columbus McKinnon 401(k) Plan. |

  168. Pension Benefits

    | | 2024 PROXY STATEMENT | 95 |

  169. Non-Qualified Deferred Compensation

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

  170. Non-Qualified Deferred Compensation

    | Executive Officer | Executive Contributions in fiscal 2024 | Company Contributions in fiscal 2024(1) | Aggregate earnings in fiscal 2024 | Aggregate withdraws / distributions | Aggregate balance at 3/31/2024 | | David J. Wilson | 27,154 | 58,384 | 37,573 | — | 243,129 | | Gregory P. Rustowicz | 25,025 | 28,355 | 43,285 | 29,984 | 219,320 | | Terrance J. Schadeberg | — | 7,446 | 1,199 | — | 9,218 | | Alan S. Korman | — | 2,197 | 15,762 | — | 65,530 | | Bert A. Brant | 210,462 | 5,899 | 301,332 | — | 1,459,529 |

  171. Non-Qualified Deferred Compensation

    | (1) This column represents the Company’s matching contributions made under the NQDC Plan in fiscal 2024. These amounts are reflected in the All-Other Compensation column of the summary compensation table set forth above. |

  172. Non-Qualified Deferred Compensation

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

  173. Non-Qualified Deferred Compensation

    | 96 | 2024 PROXY STATEMENT | |

  174. CEO Pay Ratio

    CEO Pay Ratio We believe executive pay must be market competitive and internally fair and equitable to motivate our associates to create shareholder value. The Compensation Committee monitors the relationship between the pay our executive officers receive and the pay of our associates to ensure we remain competitive, fair, and equitable. The Compensation Committee reviewed the CEO pay total from the summary compensation table to the pay of our median employee’s compensation for the fiscal year ended March 31, 2024. The compensation of our CEO in the fiscal year ended March 31, 2024, was approximately 100:1 times the median pay of our employees. The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described below. Our CEO to median employee pay ratio is calculated in accordance with the SEC’s proxy statement requirements pursuant to Item 402(u) of Regulation S-K. To identify our median compensated employee, we reviewed the gross wages reflected in our payroll records as reported to the Internal Revenue Service on Form W-2 for all individuals, excluding our Chief Executive Officer, who were employed by us on March 31, 2024, which wages were annualized for any employee who did not work for the entire year. As is permitted under the SEC rules, to determine our median employee we used “total cash compensation.” We used a valid statistical sampling methodology to provide a reasonable estimate of the median base pay for the employee population considered (excluding our CEO). After identifying the median employee based on annual total compensation, we calculated this associate’s annual total compensation using the same methodology used for our NEOs as set forth in the Company’s summary compensation table. The SEC’s rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios.

  175. CEO Pay Ratio

    | 98 | 2024 PROXY STATEMENT | |

  176. Compensation Actually Paid Table

    Compensation Actually Paid Table 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” to our CEO and to our other NEOs and certain financial performance of the Company for the indicated fiscal years. Compensation actually paid, as determined under SEC requirements, does not reflect the actual amount of compensation earned by or paid to our executive officers during a covered year. For further information concerning the Company’s pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to the Compensation Discussion and Analysis.

  177. Compensation Actually Paid Table

    | Year (1) | SCT Total for First CEO | SCT Total for Second CEO | CAP for First CEO (2) | CAP for Second CEO (2) | Avg. SCT Total for Other NEOs (2) | Avg. CAP to Other NEOs (2) | Value of Initial Fixed $100 | | Net Income | Adjusted EBIT (4) | | | | | | | | | TSR | Peer Group TSR (3) | | | | (a) | (b) | (b) | (c) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2024 | $5,799,250 | $— | $7,011,006 | $— | $1,479,373 | $1,769,549 | $183.61 | $219.31 | $46,625 | $119,238 | | 2023 | $4,973,892 | $— | $3,543,606 | $— | $1,622,384 | $1,421,836 | $151.72 | $155.40 | $48,429 | $105,869 | | 2022 | $4,067,021 | $— | $2,562,396 | $— | $1,347,394 | $788,702 | $171.66 | $147.62 | $29,660 | $95,589 | | 2021 | $5,572,610 | $397,800 | $9,019,389 | $423,480 | $1,169,073 | $2,651,095 | $212.53 | $159.26 | $9,106 | $48,854 |

  178. Compensation Actually Paid Table

    | (1) The CEOs and the Other NEOs for the indicated years were as follows: |

  179. Compensation Actually Paid Table

    | Year | First CEO | Second CEO | Other NEOs | | 2024 | Mr. Wilson | N/A | Messrs. Brant, Korman, Rustowicz, and Schadeberg | | 2023 | Mr. Wilson | N/A | Messrs. Brant, Korman, Rustowicz, and Schadeberg | | 2022 | Mr. Wilson | N/A | Messrs. Brant, Korman, Rustowicz, and Wozniak | | 2021 | Mr. Wilson | Mr. Fleming | Messrs. Korman, McCormick, Rustowicz, and Wozniak |

  180. Compensation Actually Paid Table

    | (2) Amounts represent compensation actually paid to our CEO and the average compensation actually paid to our Other NEOs for the relevant fiscal year, as determined under SEC rules (and described below). |

  181. Compensation Actually Paid Table

    | (3) For the relevant fiscal year, represents the cumulative TSR (the “Peer Group TSR”) of the Dow Jones U.S. Diversified Industrials Index. |

  182. Compensation Actually Paid Table

    | (4) In accordance with SEC rules, the Company is required to include in the Pay versus Performance table the “most important” financial performance measure (as determined by the Company) used to link compensation actually paid to our CEOs and Other NEOs to Company performance for the most recently completed fiscal year. The Company determined that Adjusted EBIT, which is a metric included in our incentive program, meets this requirement and therefore, we have included this performance measure in the Pay versus Performance table. Adjusted EBIT is a non-GAAP measure which is defined in the FY24 Financial Metrics section. |

  183. Compensation Actually Paid Table

    | 100 | 2024 PROXY STATEMENT | |

  184. Compensation Actually Paid Table

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

  185. Compensation Actually Paid versus Total Shareholder Return

    Compensation Actually Paid versus Total Shareholder Return

  186. Compensation Actually Paid versus Total Shareholder Return

    | 102 | 2024 PROXY STATEMENT | |

  187. Compensation Actually Paid versus Net Income

    Compensation Actually Paid versus Net Income

  188. Compensation Actually Paid versus Net Income

    | | 2024 PROXY STATEMENT | 103 |

  189. Compensation Actually Paid versus Adjusted EBIT

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

  190. Pay Versus Performance Tabular List

    Pay Versus Performance Tabular List We believe the following performance measures represent the most important financial performance measures used by us to link compensation actually paid to our NEOs for the fiscal year ended March 31, 2024:

  191. Pay Versus Performance Tabular List

    | • | Adjusted EBIT |

  192. Pay Versus Performance Tabular List

    | • | Adjusted Free Cash Flow |

  193. Pay Versus Performance Tabular List

    | • | Adjusted ROIC |

  194. Pay Versus Performance Tabular List

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

  195. Pay Versus Performance Tabular List

    | 104 | 2024 PROXY STATEMENT | |

  196. Pay Versus Performance Tabular List

    Columbus McKinnon Corporation Second Amended and Restated 2016 Long Term Incentive Plan Effective June 4, 2024