DEF 14A of Manitowoc Co Inc
Filed Mar 20, 2026 · FY20250001193125-26-117619
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS Nine of the Company’s ten current directors are to be elected at the 2026 Annual Meeting. The nominees to the Board are Mses. Bélec and Davis and Messrs. Gwillim, Krueger, Malone, Myers, Ravenscroft, Rourke and Wood, all of whom are currently directors. Anne M. Cooney has chosen not to stand for re-election at the 2026 Annual Meeting. Information regarding each nominee is set forth below. If elected, each individual will hold office for a one-year term expiring at the 2027 Annual Meeting of Shareholders, subject to the limit discussed in the following sentence, or until their respective successors are duly elected and qualified. Pursuant to the Company’s Corporate Governance Guidelines, when a director reaches the age of 72, the director will resign from the Board at the first annual meeting held after reaching that age. The election of directors is determined by a majority of the votes cast, if the election is uncontested. Shares represented by proxies in the accompanying form will be voted for the election of the nominees listed below, unless a contrary direction is indicated. The nominees have indicated that they are able and willing to serve as directors. However, if any of the nominees should be unable to serve, which management does not contemplate, it is intended that the proxies will vote for the election of such other person or persons as management may recommend.
Information about the Company's Director Nominees
Information about the Company's Director Nominees The following sets forth certain information, as of March 2, 2026, about the Board’s nominees for election at the 2026 Annual Meeting. All nine nominees were recommended to the Board by the Corporate Governance and Sustainability Committee.
Information about the Company's Director Nominees
| | Anne E. Bélec | | | Age: 63 | | | Director since: 2019 Independent Director | | | Manitowoc Board Committees: • Audit Committee • Compensation Committee | | | Other Current Public Company Directorships: • None |
Information about the Company's Director Nominees
Anne E. Bélec is a senior executive with over 35 years of experience in sales, marketing, and customer service. She had an extensive career at Ford Motor Company, holding successively senior positions, including Director, Global Marketing, and President and Chief Executive Officer, Volvo Cars N.A., Volvo Cars Corporation. Ms. Bélec subsequently went on to hold several additional senior executive roles in the automotive and recreational products sectors, including Vice President and Chief Marketing Officer of Navistar, Inc. and Senior Vice President, Global Brand, Communications and Parts, Accessories and Clothing at Bombardier Recreational Products, Inc. Ms. Bélec is the co-founder and presently serves as Chief Executive Officer of Mosaic Group, LLC, a firm offering outsourced marketing services for brands in Canada, the United States and globally. Ms. Bélec's extensive experience in senior management and global sales and marketing makes her qualified to serve on the Company's Board of Directors.
Information about the Company's Director Nominees
| | Amy R. Davis | | | Age: 57 | | | Director since: 2021 Independent Director | | | Manitowoc Board Committees: • Compensation Committee • Audit Committee | | | Other Current Public Company Directorships: • None |
Information about the Company's Director Nominees
Amy R. Davis is the Vice President and President – Accelera by Cummins and Cummins Components Segments. Accelera is focused on zero-emissions technologies, with a purpose to secure a sustainable future for the industries that keep the world running. The Cummins Components segment includes a global and diverse portfolio of engine components, emissions solutions, software, electronics, brakes, and axles with approximately $10 billion in revenue. Ms. Davis has led Accelera since 2020 and added the Components Segment responsibility in November 2023. She previously served as Vice President of the global Filtration business at Cummins (2015 to 2020), and as President of the Cummins Northeast distributor as an owner (2010 to 2015). Ms. Davis has extensive management and operational experience in the international operations of large, diversified manufacturers. Her experience in international market development, acquisition integration, and maximizing operational efficiency make her qualified to serve on the Company’s Board of Directors.
Information about the Company's Director Nominees
| | Ryan M. Gwillim | | | Age: 46 | | | Director since: 2024 Independent Director | | | Manitowoc Board Committees: • Audit Committee, Chair • Corporate Governance and Sustainability Committee | | | Other Current Public Company Directorships: • None |
Information about the Company's Director Nominees
Ryan M. Gwillim is the Executive Vice President and Chief Financial and Strategy Officer of Brunswick Corporation, a global leader in marine and recreation products. Mr. Gwillim has served in his current position since 2020 and previously served at Brunswick as Vice President – Finance and Treasurer (2019 to 2020) and Vice President – Investor Relations (2017 to 2019). He also served as Associate General Counsel – International (2015 to 2017) and held positions of increasing responsibility within the legal department since his Brunswick employment began in 2011. Mr. Gwillim is a certified public accountant and holds a law degree from the University of Illinois. Mr. Gwillim brings senior management, accounting, legal and financial controls experience to the Company’s Board of Directors. The foundation of Mr. Gwillim’s financial controls and accounting expertise is from his experience with Brunswick, including his current role as Chief Financial Officer. In addition, his background and experience with public company and international business operations, mergers and acquisitions, debt markets, investor relations and regulatory issues make him qualified to serve on the Company’s Board of Directors.
Information about the Company's Director Nominees
| | Kenneth W. Krueger | | | Age: 69 | | | Director since: 2004 Independent Director | | | Manitowoc Board Committees: • Non-Executive Board Chair | | | Other Current Public Company Directorships: • Douglas-Dynamics, Inc. (NYSE: PLOW) • Albany-International Corporation (NYSE: AIN) |
Information about the Company's Director Nominees
Kenneth W. Krueger currently serves as the Non-Executive Board Chair and was the interim President and Chief Executive Officer of the Company from October 2015 until March 2016. Mr. Krueger was the Chief Operating Officer (2006 to 2009) and Executive Vice President (2005 to 2006) of Bucyrus International, Inc., a global leader in mining equipment manufacturing. Mr. Krueger also was the Sr. Vice President and Chief Financial Officer (2000 to 2005) of A. O. Smith Corporation, a global manufacturer of water heating and water treatment systems, and Vice President, Finance and Planning, Hydraulics, Semiconductor Equipment, and Specialty Controls Group (1999 to 2000) of Eaton Corporation. Mr. Krueger has extensive financial, accounting, and operations experience. He has served as a chief financial officer and chief operating officer of publicly-traded companies and has other significant senior management experience. His experience and background in finance and accounting in a publicly-traded manufacturing company bring great focus to the Company’s accounting, auditing, and internal controls. Mr. Krueger’s operations leadership experience in the heavy manufacturing industry, coupled with his experience in accounting and finance, make him a valued adviser as a member of the Company’s Board of Directors and as the current Chair.
Information about the Company's Director Nominees
| | Robert W. Malone | | | Age: 62 | | | Director since: 2021 Independent Director | | | Manitowoc Board Committees: • Compensation Committee • Corporate Governance and Sustainability Committee | | | Other Current Public Company Directorships: • None |
Information about the Company's Director Nominees
Robert W. Malone retired in 2025 as the Vice President and President – Filtration Group of Parker-Hannifin Corporation after serving in such role since 2014. Mr. Malone joined Parker in 2013 as Vice President of Operations for the Filtration Group where he was responsible for five of the group’s divisions and the group sponsor for four of the seven global filtration platforms. Prior to Parker, Mr. Malone served as President and Chief Executive Officer for Purolator Filters with responsibility for the engineering, manufacturing, marketing, and sales of branded and private label filters to North American OEM and aftermarket customers. Prior to Purolator Filters, Mr. Malone held senior leadership positions with ArvinMeritor Light Vehicle Aftermarket and Arvin-Kayaba, LLC. Mr. Malone has extensive management and operational experience in the international operations of large, diversified manufacturers. His experience in international market development, integration and maximizing operational efficiency makes him qualified to serve on the Company’s Board of Directors.
Information about the Company's Director Nominees
| | C. David Myers | | | Age: 62 | | | Director since: 2016 Independent Director | | | Manitowoc Board Committees: • Compensation Committee • Corporate Governance and Sustainability Committee, Chair | | | Other Current Public Company Directorships: • Carlisle Companies Inc. (NYSE: CSL) |
Information about the Company's Director Nominees
C. David Myers retired in 2014 as President – Building Efficiency of Johnson Controls, Inc., a global diversified technology and industrial company, after serving in such role since 2005. Mr. Myers previously served as President and Chief Executive Officer, as well as a director, of York International Corporation, a provider of heating, ventilating, air conditioning, and refrigeration products and services, from 2004 until York was acquired by Johnson Controls in 2005. Prior thereto, he held other positions with increasing responsibility at York, including serving as President, Executive Vice President and Chief Financial Officer. Mr. Myers previously served as a Senior Manager at KPMG LLP. Mr. Myers serves as a director of The Boler Company (operating as Hendrickson International) and formerly served on the board of Children’s Hospital of Wisconsin. Mr. Myers brings senior management, cybersecurity expertise, accounting, and financial controls experience to the Company’s Board of Directors. The foundation of Mr. Myers’ financial controls and accounting expertise is from when he served as a senior manager at KPMG and continued through his service as Chief Financial Officer of York. His background and experience in finance, accounting, and senior management in various segments of large manufacturing companies make him qualified to serve on the Company’s Board of Directors.
Information about the Company's Director Nominees
| | Aaron H. Ravenscroft | | | Age: 47 | | | Director since: 2020 President and Chief Executive Officer since 2020 | | | Other Current Public Company Directorships: • None |
Information about the Company's Director Nominees
Aaron H. Ravenscroft has served as President and Chief Executive Officer, and has been a director, of the Company since 2020. Mr. Ravenscroft joined Manitowoc as Executive Vice President of the Mobile Cranes business in 2016, and in 2017, he took responsibility for the Tower Cranes business. Prior to joining Manitowoc, Mr. Ravenscroft served as a Regional Managing Director at Weir Group's Mineral division (2013 to 2016) as President of the Process Flow Control Group at Robbins & Myers (2011 to 2013), as Regional Vice President of the Industrial Products Group for Gardner Denver (2008 to 2011) and in a series of positions with increasing responsibility at Wabtec (2003 to 2008). Mr. Ravenscroft started his career as a sell side stock analyst at Janney Montgomery Scott following capital goods companies (2000 to 2003). In addition to serving as the Company’s President and Chief Executive Officer, Mr. Ravenscroft’s deep industrial expertise qualifies him to serve on the Company’s Board of Directors.
Information about the Company's Director Nominees
| | Mark B. Rourke | | | Age: 61 | | | Director since: 2026 Independent Director Manitowoc Board Committees: • Audit Committee | | | Other Current Public Company Directorships: • Schneider National Inc. (NYSE: SNDR) |
Information about the Company's Director Nominees
Mark B. Rourke is the President and Chief Executive Officer of Schneider National Inc. (“Schneider”), a premier provider of transportation, logistics and intermodal services—a role that he has held since 2019. Over his 38-year career with Schneider, Mr. Rourke has served in various executive and operational roles, including Chief Operating Officer, General Manager of Schneider Transportation Management, and President of Truckload Services. Mr. Rourke serves on the board of directors for the Trucking Alliance and the Green Bay Packers and previously served on the board of directors of The Shyft Group (NASDAQ: SHYF). Mr. Rourke has extensive management and operational expertise in the internal operations of large transportation and logistics solutions companies. The foundation of Mr. Rourke's financial controls and accounting expertise is from his current role as Chief Executive Officer of Schneider. His experience in strategy development and execution, senior management, integration, market development, and maximizing operational efficiency make him qualified to serve on the Company’s Board of Directors.
Information about the Company's Director Nominees
| | Randy A. Wood | | | Age: 53 | | | Director since: 2026 Independent Director Manitowoc Board Committees: • Audit Committee | | | Other Current Public Company Directorships: • Lindsay Corporation (NYSE: LNN) |
Information about the Company's Director Nominees
Randy A. Wood is the President and Chief Executive Officer of Lindsay Corporation (“Lindsay”), a global provider of proprietary water management and road infrastructure products and services. Mr. Wood has served in his current role since January 2021. He joined Lindsay in 2008 and held a variety of leadership positions, including serving as Chief Operating Officer (September 2020 to December 2020), President – Irrigation (2016 to 2020), President – International Irrigation (2013 to 2016), Vice President – Americas / ANZ Sales and Marketing (2012 to 2013), and Vice President – North America Irrigation Sales (2008 to 2012). Prior to Lindsay, he held various sales and marketing leadership positions with increasing responsibility at Case Corporation / CNH Global. Mr. Wood currently serves as director of Nebraska and Omaha Chambers of Commerce and United Way of the Midlands. Mr. Wood has extensive management and operational expertise in the internal operations of a large, global, diversified manufacturer. The foundation of Mr. Wood's financial controls and accounting expertise is from his current role as Chief Executive Officer of Lindsay. His experience in senior management, market development, strategy development and execution, integration, maximizing operational efficiency, and sales and marketing make him qualified to serve on the Company’s Board of Directors. The Board of Directors recommends a vote “FOR” the election of each of the nine above nominees.
APPROVAL OF THE MANITOWOC COMPANY, INC. 2025 OMNIBUS INCENTIVE PLAN AS AMENDED AND RESTATED
APPROVAL OF THE MANITOWOC COMPANY, INC. 2025 OMNIBUS INCENTIVE PLAN AS AMENDED AND RESTATED The Board of Directors of the Company is asking shareholders to approve an amended and restated version of The Manitowoc Company, Inc. 2025 Omnibus Incentive Plan (the “2025 Plan) to increase the number of our shares of Common Stock reserved for issuance under the 2025 Plan by 1,800,000 shares. As described below under “New Plan Benefits,” the 1,800,000 additional shares will include a total of 601,952 shares to be reserved for settlement of awards made in February 2026, all of which are contingent upon shareholder approval of this Proposal 2 at the Annual Meeting (the “Contingent Awards”). Awards under the 2025 Plan as amended and restated are intended to support the creation of long-term value and business returns for the Company’s shareholders. The Company believes that the 2025 Plan as amended and restated strikes an appropriate balance between rewarding performance and limiting shareholder dilution, while providing the Company with the flexibility to meet changing compensation needs.
Determining the Number of Additional Shares Requested Under the 2025 Plan as Amended and Restated
| Number of shares that were authorized for future grant under the 2025 Plan | 1,800,000 | | Number of time-based restricted share units outstanding | 600,069 | | Number of performance shares/performance share units (at target) outstanding | 685,432 | | Number of stock options outstanding Weighted average exercise price of the outstanding stock options: $21.59 Weighted average remaining term of the outstanding options: 1.72 years | 442,943 | | Total outstanding | 1,728,444 | | Total shares available in 2025 Pool, not accounting for 2026 contingent awards | 500,050 |
As of December 31, 2025
| Fiscal Year | Stock Options Granted (A) | Full-Value Time-Vested Awards Granted (RSUs) (B) | Full-Value Performance Shares/ Units Vested (PSUs) (C) | Total (A):(C) | Basic Weighted Average Shares of Common Stock Outstanding | Burn Rate | | 2025 2024 | 0 0 | 550,354 398,287 | 192,840 302,479 | 743,194 700,766 | 35,417,235 35,184,436 | 2.10% 1.99% | | 2023 | 0 | 519,083 | 46,145 | 565,228 | 35,093,963 | 1.61% | | 3 Year Average | 0 | 489,241 | 180,488 | 669,729 | 35,244,319 | 1.90% |
As of December 31, 2025
The number of full-value Performance Share Units (PSUs) granted in the past three fiscal years is 374,798 in 2025, 323,256 in 2024, and 284,604 in 2023. The Company’s amended and restated articles of incorporation authorize the issuance of 75,000,000 shares of Common Stock. There were 35,908,248 shares of Common Stock issued and outstanding as of March 2, 2026 (the “Record Date”), and the market value of a share of Common Stock as of that date was $14.84. Because this proposal to approve additional shares does not contemplate the amount or timing of specific equity awards in the future, it is not possible to calculate with certainty the number of years of awards that will be available and the amount of subsequent dilution that may ultimately result from such awards. However, the current rationale and practices of the Compensation Committee with respect to equity awards and other incentives are set forth in the “Compensation Discussion and Analysis” in this Proxy Statement.
Highlights of the 2025 Plan as Amended and Restated
Highlights of the 2025 Plan as Amended and Restated The 2025 Plan as Amended and Restated includes several features that are consistent with protecting the interests of our shareholders and sound corporate governance practices. Some of these features are highlighted below and are more fully described in the summary of the terms of the 2025 Plan as amended and restated below in this proposal and the full 2025 Plan document as amended and restated, which is located in Annex B to this Proxy Statement. • No Evergreen. The 2025 Plan does not include an “evergreen” or other provision that automatically increases the number of shares available for grant under the 2025 Plan and therefore any increase to the maximum share reserve in the 2025 Plan must be approved by shareholders. • Minimum Vesting Provisions. The 2025 Plan requires that, subject to limited exceptions specified in the 2025 Plan, all equity awards have a minimum vesting period of at least one year, other than awards relating to up to 5% of the total number of shares reserved for issuance under the 2025 Plan. • No Liberal Share Recycling. The 2025 Plan does not recredit to the share reserve any shares tendered or withheld in payment of the exercise or strike price of a stock option or stock appreciation right as a result of the net settlement of an outstanding stock option or stock appreciation right; any shares withheld to satisfy tax withholding obligations; and any shares purchased by us using proceeds from the exercise price of a stock option. • No Dividend or Dividend Equivalent Payments on Unvested Equity Awards. The 2025 Plan expressly prohibits the payment of dividends or dividend equivalent units on unvested awards for all equity award types. • Shareholder Approval Required for Specified Amendments. Shareholder approval is required for any amendment to the 2025 Plan that materially increases the 2025 Plan’s share reserve (subject to the 2025 Plan’s adjustment provisions), any amendment to expand the group of individuals that may become participants and any amendment that diminishes the provisions prohibiting repricing or backdating stock options and stock appreciation rights. • In no event may the aggregate grant date value (determined in accordance with generally accepted accounting principles) of all awards granted to any individual non-employee director during a fiscal year of the Company, when added to any cash compensation received by such non-employee director in the same fiscal year, for service as a non-employee director, exceed $1,500,000.
Types of Awards
Types of Awards The 2025 Plan permits the grant of stock options (including incentive stock options), stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, annual cash incentives, long-term cash incentives, dividend equivalent units and other types of stock-based awards. These award types are described in further detail below.
Stock Subject to the 2025 Plan
Stock Subject to the 2025 Plan The 2025 Plan prior to the currently proposed amendment and restatement provided that an aggregate of 1,800,000 shares of Common Stock were reserved for issuance under the 2025 Plan (the “Plan Reserve”). The 2025 Plan as proposed to be amended and restated would increase the Plan Reserve by 1,800,000 shares, to a total of 3,600,000 shares. The Plan Reserve is subject to adjustment as described below under “—Adjustments.” The 2025 Plan prior to the currently proposed amendment and restatement also provided that the Company could issue an aggregate of only 1,800,000 shares of Common Stock upon the exercise of incentive stock options. Under the 2025 Plan as proposed to be amended and restated, the aggregate number of shares that may be issued upon the exercise of incentive stock options would increase to 3,600,000 shares. With respect to awards that are settleable in shares of Common Stock (or may be settled in either cash or shares), the Plan Reserve is depleted, at the time an award is granted, by the maximum number of shares with respect to which such award is granted. The following shares are recredited to the Plan Reserve in the same number as they depleted the reserve: (a) shares that will not be issued under an award (whether due currently or on a deferred basis) due to its lapse, expiration, termination, cancellation or any other circumstance; (b) shares forfeited under an award; and (c) shares issued under any award that the Company subsequently reacquires pursuant to rights reserved upon the issuance of the shares. However, in no event will the following shares be recredited to the Plan Reserve: (A) shares tendered or withheld in payment of the exercise or strike price of a stock option or stock appreciation right as a result of the net settlement of an outstanding stock option or stock appreciation right; (B) shares withheld to satisfy tax withholding obligations; and (C) shares purchased by the Company using proceeds from the exercise price of a stock option. In no event may the aggregate grant date value (determined in accordance with generally accepted accounting principles) of all awards granted to any individual non-employee director during a fiscal year of the Company, when added to any cash compensation received by such non-employee director in the same fiscal year, for service as a non-employee director, exceed $1,500,000. Any shares subject to awards granted under the Company’s former 2013 Omnibus Incentive Plan (the “2013 Plan”) that would again have become available for new grants under the terms of such plan if such plan were still in effect after the 2013 Plan’s termination instead become available for the purpose of granting awards under the 2025 Plan in the same number as the related awards depleted the reserve under the 2013 Plan, thereby increasing the number of shares available for issuance under the 2025 Plan. As of March 2, 2026, there were 442,943 shares of Common Stock subject to outstanding options and 500,389 shares of restricted stock, restricted stock units and performance shares or units (calculated at the target award level) that had not vested under the 2013 Plan. The weighted average exercise price of the outstanding options was $21.59 and the average term of such options was 1.72 years. The average remaining term of the outstanding restricted stock, restricted stock units and performance shares or units was .97 years.
Performance and Stock Awards
Performance and Stock Awards The Administrator generally determines all terms and conditions of each award of shares, restricted stock, restricted stock units, performance shares or performance units. Restricted stock means shares of Common Stock that are subject to a risk of forfeiture, restrictions on transfer or both a risk of forfeiture and restrictions on transfer. Restricted stock unit means the right to receive a payment equal to the fair market value of one share of Common Stock, in either cash or shares. Performance share means the right to receive shares of Common Stock, including restricted stock, to the extent performance goals are achieved. Performance unit means the right to receive a payment, in either cash or shares, valued in relation to a unit that has a designated dollar value or the value of which is equal to the fair market value of one or more shares of Common Stock, to the extent performance goals are achieved. The terms and conditions that the Administrator determines includes the length of the vesting and/or performance period, subject to the 2025 Plan’s other provisions relating to vesting and performance periods, and, if different, the date on which payment of the provided under the award will be made; with respect to performance units, whether to measure the value of each unit in relation to a designated dollar value or the fair market value of one of more shares; and, with respect to restricted stock units and performance units, whether to settle such awards in cash, in shares or a combination thereof.
Incentive Awards
Incentive Awards The Administrator has the authority to grant annual and long-term incentive awards. An incentive award is the right to receive a cash payment to the extent performance goals are achieved. The Administrator determines all of the terms and conditions of each incentive award, including the performance goals, the performance period, the potential amount payable and the timing of payment, provided that the Administrator must require that payment of all or any portion of the amount subject to the award is contingent on the achievement of one or more performance goals during the period the Administrator specifies, although the Administrator may specify that all or a portion of the goals are deemed achieved upon a participant’s death, disability or retirement, or such other circumstances as the Administrator may specify. For long-term incentive awards, the performance period must relate to a period of more than one fiscal year.
Dividends and Dividend Equivalent Units
Dividends and Dividend Equivalent Units The Administrator has the authority to grant dividend equivalent units in connection with awards other than options, stock appreciation rights or other stock rights within the meaning of Code Section 409A. A dividend equivalent unit is the right to receive a payment, in cash or shares of Common Stock, equal to the cash dividends or other distributions that the Company pays with respect to a share of Common Stock. In no event may dividends or dividend equivalent units be awarded with respect to stock options, stock appreciation rights or any other award that is not a full-value award. For the avoidance of doubt, the 2025 Plan expressly prohibits the payment of dividends or dividend equivalent units on unvested awards for all equity award types. Shares of restricted stock are automatically credited with dividends and other distributions to the extent dividends or other distributions are paid on the Common Stock following the grant date of such restricted stock. However, if cash dividends or other cash distributions are paid with respect to shares of restricted stock while such shares are unvested, then such dividends or other distributions either, at the discretion of the Administrator, are (a) automatically reinvested as additional shares of restricted stock that are subject to the same terms and conditions, including the risk of forfeiture, as the original grant of restricted stock, or (b) paid in cash at the same time and the same extent that the restricted stock vests. Any dividends or other distributions paid in the form of shares shall be subject to the same terms and conditions, including the risk of forfeiture, as the original grant of restricted stock. For clarity, in no event will dividends or other distributions be paid to a participant with respect to restricted stock unless, until and to the same extent as the underlying restricted stock vests. The Administrator may grant dividend equivalent units only in tandem with full-value awards, other than restricted stock. Dividend equivalent units will either, at the discretion of the Administrator, be (a) accumulated and paid, in cash or shares in the Administrator’s discretion, at the same time and to the same extent that the tandem award vests or is earned or (b) reinvested in additional units that are subject to the same terms and conditions (including vesting and forfeiture) as the tandem award. For clarity, in no event will a participant receive payment with respect to a dividend equivalent unit unless, until and to the same extent as the tandem award vests and is paid. The Administrator may otherwise determine all terms and conditions of each award of dividend equivalent units, subject to the terms of the 2025 Plan.
Minimum Vesting Period
Minimum Vesting Period All equity awards granted under the 2025 Plan have a minimum vesting period of one year from the date of grant, subject to exceptions described in the 2025 Plan. The exceptions are for (1) awards with respect to up to 5% of the total number of shares reserved under the 2025 Plan, (2) 2025 Plan’s provisions relating to a change of control, (3) accelerated vesting in connection with a participant’s termination due to death or disability, and (4) a substitute award that does not reduce the vesting period of the award being replaced. For purposes of awards granted to non-employee directors, “one year” may mean the period of time from one annual shareholders’ meeting to the next annual shareholders’ meeting, as long as such period of time is not less than 50 weeks.
Discretion to Accelerate
Discretion to Accelerate Regardless of any provision of the 2025 Plan to the contrary, the Administrator has the discretion to accelerate or shorten the vesting period of an award, in connection with a participant’s death, disability, retirement or termination by the Company without cause or upon a change of control.
Effect of Termination of Employment or Service on Awards
Effect of Termination of Employment or Service on Awards If a participant has in effect an employment, retention, change of control, severance or similar agreement with the Company or any affiliate that discusses the effect of the participant’s termination of employment or service on the participant’s awards, then such agreement will control. In any other case, except as otherwise provided by the Administrator in an award agreement or as otherwise determined by the Administrator prior to or at the time of termination of a participant’s employment or service, the 2025 Plan’s default provisions will apply upon a participant’s termination of employment or service with the Company and its affiliates.
Change of Control
Change of Control Under the terms of the 2025 Plan, if there is a change of control of the Company, then, unless the participant is subject to an arrangement or policy that provides a more favorable result, the following will apply: Options and stock appreciation rights will become exercisable and the Company may cancel them for a cash payment. • Unvested restricted stock and restricted stock units will vest on an accelerated basis, and participants holding such awards may elect to receive the change of control price per share for such restricted stock or restricted stock units. • Recipients of performance shares and performance units may elect to receive a cash payment in exchange for the surrender of their awards equal to a pro rata portion of the value of such awards assuming the greater of target or projected actual performance. • All incentive awards will be deemed to have been earned pro rata as if the performance goals had been achieved as of the change of control, by taking the product of (1) the sum of (a) the average of the annual incentive award earned by the participant during the Company’s latest three consecutive fiscal years, and (b) the greater of target or projected actual performance (based on the assumption that the applicable performance goals continue to be achieved at the same rate through the end of the performance period as they are at the time of the change of control) for any long-term incentive award, and (2) a fraction, the numerator of which is the number of whole months that have elapsed from the beginning of the performance period to the date of the change of control and the denominator of which is the number of whole months in the performance period. • Dividend equivalent units will be paid out on a pro rata basis. The terms of any awards that are subject to Code Section 409A will govern the treatment of such awards upon a change of control to the extent required for such awards to remain compliant with Code Section 409A, as applicable. “Change of control” under the 2025 Plan means the occurrence of any one of the following: • Any person (other than an employee benefit plan of the Company or of any subsidiary of the Company and fiduciaries and certain other parties related to any of these plans) becomes the beneficial owner of securities of the Company representing 30% or more of the combined voting power of the Company’s then outstanding securities; • The Company is merged or consolidated with any other corporation or other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent more than 60% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation or the Company engages in a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person acquires 30% or more of the combined voting power of the Company’s then outstanding securities. Notwithstanding the foregoing, a merger or consolidation involving the Company shall not be considered a change of control if the Company is the surviving corporation and shares are not converted into or exchanged for stock or securities of any other corporation, cash or any other thing of value, unless persons who beneficially owned shares outstanding immediately prior to such transaction own beneficially less than a majority of the outstanding voting securities of the Company immediately following the merger or consolidation; • The Company or any affiliate sells, assigns or otherwise transfers assets in a transaction or series of related transactions, if the aggregate market value of the assets so transferred exceeds 50% of the Company’s consolidated book value, determined by the Company in accordance with generally accepted accounting principles, measured at the time at which such transaction occurs or the first of such series of related transactions occurs; provided, however, that such a transfer effected pursuant to a spin-off or split-up where shareholders of the Company retain ownership of the transferred assets proportionate to their pro rata ownership interest in the Company shall not be a change of control; • The Company dissolves and liquidates substantially all of its assets; or • At any time when the “continuing directors” cease to constitute a majority of the Board. For this purpose, a “continuing director” means the individuals who, at the effective date of the 2025 Plan, constitute the Board and any new directors (other than directors designated by a person who has entered into an agreement with the Company to effect a change of control transaction) whose appointment to the Board or nomination for election by Company shareholders was approved by a vote of at least two-thirds of the then-serving continuing directors. If an award is considered deferred compensation subject to the provisions of Code Section 409A, then the definition of “change of control” in the 2025 Plan will be amended and interpreted in a manner that allows the definition to satisfy the requirements of a change of control event under Code Section 409A to the extent necessary to comply with the requirements of Code Section 409A. The 2025 Plan does not provide for a “gross-up” for any excise taxes imposed on golden parachute payments under Code Section 4999. Rather, except to the extent the participant has in effect an employment or similar agreement with the Company or any affiliate or is subject to a policy that provides for a more favorable result to the participant, if any payments or benefits paid by the Company pursuant to the 2025 Plan would cause some or all of such payments or benefits in conjunction with any other payments or benefits in connection with a change of control to be subject to the tax imposed by Code Section 4999, then these payments will either be cut back to a level below the amount triggering the tax or be delivered in full, whichever will provide the greater after-tax benefit to the participant.
Repricing Prohibited
Repricing Prohibited Neither the Administrator nor any other person may: (1) amend the terms of outstanding stock options or stock appreciation rights to reduce the exercise price of such outstanding stock options or stock appreciation rights; (2) cancel outstanding stock options or stock appreciation rights in exchange for stock options or stock appreciation rights with an exercise price that is less than the exercise price of the original stock options or stock appreciation rights; or (3) cancel outstanding stock options or stock appreciation rights with an exercise price above the current share price in exchange for cash or other securities.
Code Sections 409A and 280G
Code Sections 409A and 280G Awards under the 2025 Plan may constitute, or provide for, a deferral of compensation under Section 409A of the Code. If the requirements of Code Section 409A are not complied with, then holders of such awards may be taxed earlier than would otherwise be the case (e.g., at the time of vesting instead of the time of payment) and may be subject to an additional 20% penalty tax and, potentially, interest and penalties. The 2025 Plan is intended to permit compliance with Code Section 409A and the Department of Treasury regulations and other interpretive guidance that may be issued pursuant to Code Section 409A. To the extent that the Company determines that any award granted under the 2025 Plan is subject to Code Section 409A, the award agreement evidencing such award is expected generally to incorporate the terms and conditions required by Code Section 409A. The 2025 Plan and any applicable awards may be modified to exempt the awards from Code Section 409A or comply with the requirements of Code Section 409A. Code Sections 280G and 4999 may limit the Company’s income tax deduction and impose an excise tax on golden parachute payments to participants in the event there is a change of control of the Company. The 2025 Plan does not provide for a “gross-up” for any excise taxes imposed on golden parachute payments under Code Section 4999. Rather, except to the extent the participant has in effect an employment or similar agreement with the Company or any affiliate or is subject to a policy that provides for a more favorable result to the participant, if any payments or benefits paid by the Company pursuant to the 2025 Plan would cause some or all of such payments or benefits in conjunction with any other payments or benefits in connection with a change of control to be subject to the tax imposed by Code Section 4999, then these payments will either be cut back to a level below the amount triggering the tax or be delivered in full, whichever will provide the greater after-tax benefit to the participant. Accordingly, some or all of the amount which would otherwise be deductible may not be deductible with respect to benefits under the 2025 Plan that are contingent on or otherwise provided in connection with a change of control of the Company.
2026 Contingent Annual Equity Awards
2026 Contingent Annual Equity Awards On February 24, 2026, in connection with the annual compensation review, the Compensation Committee of the Board of Directors approved the annual equity grant to our executive officers (other than our CEO), other executives and other non-executive employees. In addition, on February 24, 2026, the Board of Directors approved the annual equity grant to our CEO. These grants, referred to as the Contingent Awards, were approved subject to and contingent on approval by our shareholders of the 2025 Plan as amended and restated, including the additional share request. Except as set forth in the table below, no executive officers, other executives, other non-executive employees or non-employee directors have received Contingent Awards or other awards under the 2025 Plan. The Contingent Awards are summarized below:
2026 Contingent Annual Equity Awards
| Name and Position | Number of Units(1) | | Aaron H. Ravenscroft President and Chief Executive Officer | 281,556 | | Brian P. Regan, Executive Vice President and Chief Financial Officer | 63,686 |
2026 Contingent Annual Equity Awards
| Leslie L. Middleton Executive Vice President, Americas and EU Mobile Cranes | 53,630 | | Jennifer L. Peterson Executive Vice President, General Counsel and Secretary | 43,575 | | James S. Cook Executive Vice President, Human Resources | 35,520 | | Executive Group Total | 475,967 | | Non-Executive Director Group | 0 | | Non-Executive Officer Employee Group | 125,985 |
2026 Contingent Annual Equity Awards
The number of units shown for the executive officers and the non-executive group includes time-vesting restricted stock units as well as performance shares that are assumed to be earned at 100% performance. The maximum number of performance shares that may be earned based on performance is 200% of the target amount. Thus, the Company will need to issue an additional 284,072 shares in the event that maximum performance is achieved. Except as shown in the New Plan Benefits table above, the awards that may be granted under the 2025 Plan in the future to the executive officers or non-employee directors named in this Proxy Statement or to other officers, non-employee directors, employees, or other persons cannot be determined at this time. The Board or the Compensation Committee, along with management, will make such determinations from time to time.
Equity Compensation Plans
Equity Compensation Plans The following table sets forth information with respect to compensation plans under which equity securities of the Company are authorized for issuance as of December 31, 2025.
Equity Compensation Plans
| | A | B | C | | Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants, and rights | Weighted-average exercise price of outstanding options, warrants, and rights | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column A) | | Equity compensation plans not approved by security holders (1) | 0 (2) | $0(2) | 0 (2) | | Equity compensation plans approved by security holders (2)(3) | 2,358,175(3)(4) | $21.59 (3)(4) | 500,050 (3)(4) | | Total | 2,358,175 | $21.59 | 500,050 |
Equity Compensation Plans
(1) Reflects the Company’s Deferred Compensation Plan, which is discussed within this Proxy Statement in the Compensation Discussion and Analysis section, under the subsection captioned “Retirement Benefits and Deferred Compensation,” and under Non-Employee Director Compensation section. (2) Column (A) does not include 66,996.275 common stock units issued under the Deferred Compensation Plan as of December 31, 2025. Each common stock unit under the Deferred Compensation Plan represents the right to receive one share of Company common stock following the participant’s death, disability, termination of service as a director or employee, a date specified by the participant, or the earlier of any such events to occur. Since the common stock units are acquired by participants through a deferral of fees or compensation, there is no “exercise price” associated with the common stock units. Thus, the weighted-average exercise price in column (B) is calculated solely on the basis of outstanding options issued under the 2013 Omnibus Incentive Plan and does not take into account the common stock units issued under the Deferred Compensation Plan. The operation of the Deferred Compensation Plan requires the plan trustees to make available, as and when needed, a sufficient number of shares of Common Stock to meet the needs of the plan. Accordingly, since there is no specific number of shares reserved for issuance under the Deferred Compensation Plan, column (C) includes only those shares remaining available for issuance under the 2025 Omnibus Incentive Plan. (3) Consists of the Company's 2013 Omnibus Incentive Plan and 2025 Omnibus Incentive Plan. (4) Includes stock options, performance share units issued at target and restricted stock units. The weighted-average price does not factor in performance share units or restricted stock units.
NON-EMPLOYEE DIRECTOR COMPENSATION
NON-EMPLOYEE DIRECTOR COMPENSATION The annual compensation package for non-employee directors is designed to attract and retain highly experienced and qualified individuals to serve on the Company’s Board of Directors. It is also intended to be competitive relative to general industrial companies of comparable size to the Company. The Compensation Committee typically reviews the market competitiveness of the non-employee director compensation program every two years with the assistance of an outside consulting firm. The 2025 compensation package for non-employee directors consisted of cash (annual retainers) and equity (stock) awards. No meeting fees were paid to non-employee directors in 2025. Directors are also entitled to reimbursement of their reasonable out-of-pocket expenses in connection with their travel to and from Board and committee meetings and other Company events. An individual director’s actual annual compensation will vary based on committee memberships and committee chair responsibilities. A significant portion of the target annual compensation package is delivered in the form of equity, which is designed to promote a strong alignment of interests between the Company’s non-employee directors and its shareholders. In 2025, the equity award, consisting of a grant of restricted stock units with a one year vesting period, was set based on the guideline value of $145,000. The number of restricted stock units granted were based on the average of the closing price per share over the 20-trading day period preceding the grant date of May 6, 2025 (which was the date of the 2025 Annual Shareholder Meeting). The accounting expense was based on the closing stock price as of the date of grant. Equity awards made in 2025 to non-employee directors were granted under the Company’s 2025 Omnibus Incentive Plan. The Compensation Committee may, in its discretion, grant awards from time-to-time in such amounts as it determines and to such non-employee directors as it selects. The following table summarizes the annual compensation elements provided to the Company’s non-employee directors as of May 6, 2025:
NON-EMPLOYEE DIRECTOR COMPENSATION
| DIRECTOR PAY ELEMENT | AMOUNT($) | | Annual Retainer for Board Chair (Non-Executive) | 130,000 | | Annual Retainer for Board Member | 85,000 | | Annual Retainer for Lead Independent Director | 30,000 | | Annual Retainer for Audit Committee Chair | 25,000 | | Annual Retainer for Compensation Committee Chair | 20,000 | | Annual Retainer for Governance Committee Chair | 17,500 | | Annual Retainer for Audit Committee Member | 10,000 | | Annual Retainer for Compensation Committee Member | 7,500 | | Annual Retainer for Governance Committee Member | 7,500 | | Annual Equity Grant | 145,000 |
NON-EMPLOYEE DIRECTOR COMPENSATION
Non-Employee Director Compensation
Non-Employee Directors’ Compensation
| NAME | FEES EARNED OR PAID IN CASH(1)($) | STOCK AWARDS(2)($) | TOTAL($) | | Anne E. Bélec | 100,000 | 155,132 | 255,132 | | Robert G. Bohn(3) | 84,750 | - | 84,750 | | Anne M. Cooney | 110,000 | 155,132 | 265,132 | | Amy R. Davis | 100,000 | 155,132 | 255,132 | | Ryan M. Gwillim | 111,250 | 155,132 | 266,382 | | Kenneth W. Krueger | 210,000 | 155,132 | 365,132 | | Robert W. Malone | 97,500 | 155,132 | 252,632 | | C. David Myers | 110,000 | 155,132 | 265,132 | | Mark B. Rourke(4) | - | - | - | | Randy A. Wood(4) | - | - | - |
Non-Employee Directors’ Compensation
(1) Includes annual cash retainers for the board chair, board members, committee chairs, and committee members. (2) Reflects the grant date fair value of restricted stock units granted in 2025, as computed under the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718. The grant date fair value of restricted stock units granted in 2025 is calculated by multiplying the number of shares underlying the restricted stock units granted by the closing price ($8.34) of the Company’s Common Stock on the grant date (May 6, 2025). The restricted stock units granted in 2025 were subject to a one year vesting period. For 2025, Ms. Belec deferred their 2025 restricted stock units grant pursuant to the Company's Deferred Compensation Plan. At December 31, 2025, each director at that time had 18,601 restricted stock units outstanding. (3) Mr. Bohn was a director until May 6, 2025. (4) Mark B. Rourke and Randy A. Wood joined the Board in January 2026.
2025 NEO Target Total Direct Compensation Summary
2025 NEO Target Total Direct Compensation Summary At the beginning of 2025, the Committee evaluated target total direct compensation – consisting of base salary, target short-term incentive opportunity, and target long-term incentive award value for each NEO. As part of this annual evaluation, the Committee considered the NEO’s scope of responsibility, experience, performance, results, and potential. The Committee also considered the need to retain talent, business conditions, and the competitive compensation levels for comparable positions benchmarked against the Company’s Compensation Peer Group and general industry information. In addition to and separate from the Summary Compensation Table, the following table is provided to aid with understanding the annual compensation of the NEOs. The following table lists the targeted total direct compensation for each NEO for the full calendar year ending December 31, 2025:
2025 NEO Target Total Direct Compensation Summary
| NEO | BASE SALARY ($) | STIP TARGET (%) | STIP TARGET ($) | LTIP TARGET ($) | TARGET TOTAL DIRECT COMPENSATION ($) | | Aaron H. Ravenscroft | 1,010,000 | 110% | 1,111,000 | 4,000,000 | 6,121,000 | | Brian P. Regan | 567,000 | 75% | 425,250 | 950,000 | 1,942,250 | | Leslie L. Middleton | 567,000 | 75% | 425,250 | 800,000 | 1,792,250 | | Jennifer L. Peterson | 487,000 | 65% | 316,550 | 600,000 | 1,403,550 | | James S. Cook | 448,000 | 65% | 291,200 | 500,000 | 1,239,200 |
Aligning Pay with Performance
Aligning Pay with Performance The Compensation Committee believes that reviewing realizable pay is useful in understanding the relationship between the target compensation that was approved for the CEO and the compensation that was actually earned, or may still be earned, based on Company performance. As illustrated in the chart below, the alignment of pay and performance is evidenced in the estimated realizable value of 2025 CEO pay. Mr. Ravenscroft’s realizable pay at the end of 2025 was 82% of – or about $1.0 million less than – the target pay originally granted to him, which is driven by the 2025 STIP payout equal to 70% of target and stock price performance. In the chart below, the realizable value of all equity awards is calculated using the closing price of our common stock of $11.99 on December 31, 2025, and PSUs are reflected at target. Target Pay reflects pay at Target value before the effects of performance and MTW's stock price movement. Realizable Pay reflects the realizable value of pay based on performance and/or MTW's stock price as of the end of 2025.
Executive Compensation Governance Practices
| What We Do | What We Don’t Do | | ✓ Maintain a pay mix that is heavily performance-based | ☒ Guarantee annual pay increases or incentive awards | | ✓ Use multiple performance measures in connection with short-term and long-term incentive awards | ☒ Provide excise tax gross-ups upon a change of control or have single-trigger cash severance provisions | | ✓ Limit both short-term incentive and performance share payouts to 200% of target | ☒ Provide minimum payouts under the LTIP | | ✓ Align short-term incentive payouts with the Company’s performance, reflecting the Company’s performance versus goals during the respective annual periods | ☒ Provide uncapped short-and long-term incentive payouts | | ✓ Annually assess peer group composition and competitive compensation practices | ☒ Design incentive plans that encourage excessive risk | | ✓ Seek annual shareholder advisory approval of executive compensation | ☒ Offer excessive perquisites to executive officers | | ✓ Maintain strong stock ownership requirements of five times base salary for the CEO and three times base salary for the other executive officers | ☒ Grant options with an exercise price below market value, extend original option terms, or reprice, reload or exchange underwater options | | ✓ Maintain a Compensation Recovery Policy | ☒ Permit hedging or short sales of Company securities | | ✓ Provide long-term incentives to executive officers through equity-based awards that are “at risk” | ☒ Permit executive officers, directors, and designated employees to hold Company securities in margin accounts or to pledge their holdings of Company securities | | ✓ Use relative TSR as a metric for performance share grants, tying payouts to increasing shareholder value. If absolute TSR is negative, the TSR portion of payout cannot exceed target of 100% | | | ✓ Engage an independent compensation consultant, WTW, to assist with review of the Company’s executive compensation program | |
II. COMPONENTS OF EXECUTIVE COMPENSATION AND BENEFITS
| | Pay Component | Purpose | Description | | FIXED PAY | Base Salary | Fixed cash compensation which provides a reliable source of income for day-to-day performance. | Provides a small portion of overall compensation. Determined by competitive positioning against benchmark data for similar roles, individual performance, experience, and potential. | | VARIABLE PAY | Short-Term Incentive Plan ("STIP") | Recognize achievement against current year Company goals. | Cash incentive tied to achievement of annual company goals. Variable payment that can range based on performance from 0% to 200% of target. | | | Long-Term Incentive Plan ("LTIP") Performance Share Units ("PSUs") | Rewards executives for achieving multi-year goals and aligns with shareholder interests. | 50% of annual equity award is performance based. Payout is based on performance against two metrics and a relative TSR modifier. Performance can range from 0% to 200% of target. Awards have a three-year performance period and three-year cliff vesting. | | | Long-Term Incentive Plan ("LTIP") Restricted Share Units (RSUs") | Supports stock ownership and executive retention by providing a time-based equity award. | 50% of annual equity award is time-based and vests over three years in equal installments on the grant date anniversary or committee action date, as applicable. | | BENEFITS AND PERQUISITES | Benefits and Perquisites | Provide market-competitive benefit programs offered to support the health and well-being of employees and their families. Minimal perquisites are provided where reasonable to attract key executive talent. | Executives are offered the same programs as other salaried employees. Perquisites include executive physicals, car allowances, tax planning support in connection with international assignments, and executive long-term disability. |
Base Salary
Base Salary The Committee annually reviews the base salaries of our NEOs to determine if any adjustment is warranted. Salaries are adjusted if the Committee (and the Board, in the case of the CEO) believes there is a need after a review of benchmarking data for similar roles, individual performance, and competitive positioning. The annual base salary rates shown below are different from the base salary amounts disclosed in the Summary Compensation Table, which reflects actual base salary received for 2025. Generally consistent with salary adjustments provided to the Company’s salaried employees, each NEO received an increase between three and six percent for 2025. The Committee approved (or recommended to the full Board, in the case of the CEO) these salary adjustments in recognition of each individual’s experience in their respective role, responsibilities, and performance, and based on benchmarking against the mid-point of base salaries for comparable positions within the Compensation Peer Group presented by the independent compensation consultant.
Definitions of Key Metrics Used in Performance Goals
Definitions of Key Metrics Used in Performance Goals The following metrics appear in either the STIP or LTIP goals. Adjusted EBITDA, Adjusted ROIC, Days Inventory Outstanding, and Non-New Machine Sales are financial measures that are not prepared in accordance with United States Generally Accepted Accounting Principles (“GAAP”). The metrics are used by the Board of Directors and management to evaluate the Company’s financial performance. • Adjusted EBITDA: Adjusted EBITDA is equal to net income (loss) before interest, income taxes, depreciation, and amortization, plus the addback or subtraction of restructuring, other income (expense) – net, and certain other non-recurring items – net. • Adjusted ROIC: Adjusted ROIC is determined by dividing adjusted net operating profit after tax (“Adjusted NOPAT”) by the five-quarter average of invested capital. Adjusted NOPAT is calculated by taking operating income (loss) plus the addback of amortization of intangible assets and the addback or subtraction of restructuring expenses, certain other non-recurring items – net, and income taxes, which is determined using a 15% tax rate. Invested capital is defined as net total assets less cash and cash equivalents and income tax assets - net plus short-term and long-term debt. Income taxes are defined as income tax payables/receivables, net deferred tax assets/liabilities, and uncertain tax positions • Days Inventory Outstanding (DIO): Days inventory outstanding is determined by taking cost of sales divided by the four-quarter average of inventories – net. • Non-New Machine Sales: Non-New Machine Sales includes parts revenue, used crane revenue, rental revenue, service revenue, and other revenue. • Relative TSR: TSR is defined as stock price appreciation plus dividends paid over the performance period. Relative TSR is comparing the performance of Manitowoc’s TSR relative to the TSR Peer Group over the performance period. For Manitowoc and each company in the TSR Peer Group, a beginning price using an average of the 20 trading days immediately preceding the beginning of the performance period and an ending price using the 20 trading days averaging up to the end of the performance period are calculated and used to create a percentile ranking to develop a relative performance metric for purposes of compensation. The TSR Peer Group consists of the Russell 2000 index during the applicable performance period. A reconciliation of Adjusted EBITDA to the most closely comparable GAAP measures are included in Annex A.
Short Term Incentive Compensation
Short Term Incentive Compensation The Short-Term Incentive Plan (“STIP”) is the annual cash incentive designed to reward executives for the achievement of annual company performance goals (financial and non-financial) and is a key component of our overall compensation program. Each year the Committee reviews the target short-term incentive award opportunities (which are expressed as a percentage of annual base salary) for NEOs as part of its annual executive compensation review.
2025 STIP Design and Metrics
2025 STIP Design and Metrics The STIP is comprised of three weighted annual goals. In order for any metric to payout, the Company must achieve the threshold level. If the threshold level of a metric is not met, that metric will not pay out. Payouts start at 50% of target funding level for threshold performance and graduate on a straight-line basis based on actual performance for the relevant metric. Each component graduates on a straight-line basis to the applicable target for a 100% payout and then to the applicable maximum for a 200% of target payout. The minimum payment under STIP is 0%, the maximum payment under STIP is limited to 200% of target. In February 2025, the Committee reviewed the STIP design and metric alignment between the Company’s financial objectives and the desire to reward employees for achieving the Company’s financial goals, strategic operational goals, workplace safety, and employee engagement goals. To increase alignment of our STIP with business and strategic priorities, while no changes were needed to the overall 2025 STIP design, the metric of Net Working Capital as a % of Sales used in the 2024 STIP was replaced with a new metric of Days Inventory Outstanding (“DIO”) based on management’s recommendation, guidance from the Independent Compensation Consultant, and supported by the Committee. The Committee believed that, given the capital-intensive nature of our manufacturing processes and general stocking practices within the Company’s distribution business, adding DIO as a performance measure under the 2025 STIP would drive greater accountability throughout the global organization in managing overall inventory levels, at the same time, while driving free cash flow generation. To better reflect that working safely, minding our carbon footprint, and living our core values every day is our way of working, our third goal was rebranded to The Manitowoc Way Metrics, which is our culture and operating system to enable Manitowoc to sustain continual operational improvement and excellence. The Manitowoc Way Metrics continue to be measurable non-financial elements designed to drive performance focused on reducing our environmental impact, improving health and safety, and continuing to improve employee engagement in alignment with the Company’s core values and culture. Each metric is weighted as shown in the table below. In setting the goals for each metric, the Committee carefully considered actual 2024 business results, the 2025 business plan, expected global macroeconomic conditions, and input from the Independent Compensation Consultant. The target goal is typically set at a level consistent with the Company’s expected business plan with thresholds and maximums representing a reasonable risk/reward profile for the metric. Actual award payouts are determined following the completion of the fiscal year by measuring actual performance against each metric target goal. As depicted below, the award earned is equal to the sum of each goal’s weighted achievement. The final award value ranges from 0% to 200% of target.
2025 STIP Target and Results
2025 STIP Target and Results The 2025 STIP target goals and actual result for each measure are shown below, which resulted in a total Company payout of 70.68% for the NEOs.
2025 STIP Target and Results
| | THRESHOLD | TARGET | MAXIMUM | | ACHIEVEMENT | | METRIC (WEIGHTING) | (50% Payout) | (100% Payout) | (200% Payout) | 2025 ACTUAL | RESULT | | Adjusted EBITDA (50%)1 | $117M | $128M | $155M | $121.7M | 35.68% | | Days Inventory Outstanding (30%) | 145 | 141 | 137 | 148 | 0.0% | | The Manitowoc Way Metrics (20%) | Environmental, Safety & Workforce Engagement Goals | | | | 175.00% | | Total Payout as a Percent of Target | | | | | 70.68% |
2025 STIP Target and Results
(1) Straight-line interpolation is used for calculating the payout between the specific performance levels. The Manitowoc Way Metrics resulted in 175% achievement as all qualitative goals in each focus area of employee safety, environmental sustainability, and employee engagement were fully met and, in many cases, exceeded. An example of exceeding metrics is that the Company achieved 0 recordable injuries for two separate 30-day periods in 2025. The focused effort resulted in a downward trend of all forms of reportable incidents, near misses and assisted in achieving our lowest recordable injury rate ever on record of 0.94 injuries per 200,000 hours worked. The safety theme of 2025 was dropped object prevention and this was conveyed at all locations, including product support sites. Additionally, the Company achieved ISO 14001 certification in all manufacturing facilities. For the Company's social employee-focused goals, the annual employee feedback survey was conducted with 1/3 of the organization and achieved greater than 70% participation, the highest ever. Looking beyond the participation numbers, actionable feedback was received and incorporated into local action plans. Over the past two years, focus has been put on ensuring all global senior leaders are seen and heard from by employees in different sites. While each leader had a requirement to complete a minimum of six coffee talks during the year, many leaders surpassed this amount. While the Committee is permitted to apply discretion in considering potential adjustments presented by management in order to assess performance, no discretion was used to pay awards under the 2025 STIP. The final 2025 STIP payouts approved by the Committee, and by the full Board for the CEO, to each of the NEOs are shown below:
2025 STIP Target and Results
| NEO | BASE SALARY ($) | STIP TARGET (%) | STIP TARGET AMOUNT ($) | PAYOUT FACTOR (%) | TOTAL STIP PAYOUT AMOUNT ($) | | Aaron H. Ravenscroft | 1,010,000 | 110% | 1,111,000 | 70.68% | 785,255 | | Brian P. Regan | 567,000 | 75% | 425,250 | 70.68% | 300,567 | | Leslie L. Middleton | 567,000 | 75% | 425,250 | 70.68% | 300,567 | | Jennifer L. Peterson | 487,000 | 65% | 316,550 | 70.68% | 223,738 | | James S. Cook | 448,000 | 65% | 291,200 | 70.68% | 205,820 |
Long-Term Incentive Compensation
Long-Term Incentive Compensation The Committee views long-term compensation as a critical executive compensation program element that emphasizes long-term performance, enhances retention, and aligns executives’ interests with those of shareholders. Long-term incentives represent a sizable portion of an executives’ overall compensation package. In determining the annual Long-Term Incentive Plan (“LTIP”) award opportunity for executive officers, the Committee reviews each executive officer’s scope of responsibility, market competitiveness, performance, impact on results and expected future contributions to the business. These LTIP awards are designed to motivate and reward employees to deliver against the Company’s performance goals, support the retention of top talent, and create an ownership alignment with shareholders. As with the Company’s approach to all elements of compensation, LTIP award levels are targeted at the median of the Compensation Peer Group for comparable positions. Stock price and/or company performance determine the actual payout and value of LTIP awards.
2025 LTIP Awards
2025 LTIP Awards In February 2025, an annual LTIP award grant was approved by the Committee for each NEO other than the CEO, and for the CEO by the full Board, based upon the Compensation Peer Group median LTIP values. Long-term incentive award grants for 2025 were made under the 2025 Omnibus Incentive Plan, contingent on Shareholder approval of the Plan at our 2025 Annual Shareholder Meeting. The long-term incentive awards granted to our NEOs under the 2025 LTIP consisted of 50% performance shares (“PSUs”) and 50% restricted stock units (“RSUs”) based on the grant date fair value. Below are tables with the LTIP design, metrics, and targets.
2025 LTIP Awards
| Form | Award Mix | Vesting Terms and Other Conditions | | PSUs | 50% | PSUs can be earned after a three-year performance period based on the following metrics: • Adjusted ROIC • Cumulative Non-New Machine Sales • Relative Total Shareholder Return (“TSR”) (modifier) Performance for each individual metric ranges from 0% to 200% of the target, with a total maximum payout capped at 200% for the combined total of Adjusted ROIC plus Non-New Machine Sales, even when considering modification based on Relative TSR | | RSUs | 50% | Three-year ratable vesting |
2025 LTIP Awards
The PSUs that are granted under the 2025 LTIP award include performance goals based on a three-year average of Adjusted ROIC (60% weighting) and three-year cumulative Non-New Machine Sales (40% weighting), with Relative TSR as the modifier. The measure of Adjusted ROIC is important to promote efficient capital allocation while generating profits and shareholder value. Relative TSR is utilized as a modifier with a -20% factor for performance in the bottom quartile of the Relative TSR Peer Group and a +20% factor for performance in the top quartile of the Relative TSR Peer Group. If the Company's absolute TSR is negative, the modifier is capped at 0%. Performance under the 2025 PSU award is assessed over a three-year period which ends on December 31, 2027.
2025 LTIP Awards
| | THRESHOLD | TARGET | MAXIMUM | | MEASURE (WEIGHTING) | (50% Payout) | (100% Payout) | (200% Payout) | | Adjusted ROIC (60%) | 7.5% | 9.1% | 10.6% | | Non-New Machine Sales (40%) | $1,914M | $2,080M | $2,246M | | | Relative TSR Modifier | | | | | 25th - 40th percentile = -10% Below 25th percentile = -20% | 40th - 60th percentile = 0% | >75th percentile = +20% 60th -75th percentile = +10% |
2025 LTIP Awards
The table below details the target grant date fair values of the 2025 LTIP awards to NEOs.
2025 LTIP Awards
| NEO | RSU GRANT VALUE ($) | PSU GRANT VALUE ($) | TOTAL LTIP GRANT VALUE ($) | | Aaron H. Ravenscroft | 2,000,000 | 2,000,000 | 4,000,000 | | Brian P. Regan | 475,000 | 475,000 | 950,000 | | Leslie L. Middleton | 400,000 | 400,000 | 800,000 | | Jennifer L. Peterson | 300,000 | 300,000 | 600,000 | | James S. Cook | 250,000 | 250,000 | 500,000 |
2023 LTIP PSU Performance Results
2023 LTIP PSU Performance Results In February 2023, the 2023 LTIP award was approved and issued under the authority of the Compensation Committee. The 2023 LTIP award included performance goals based on year ending 2025 three-year Adjusted EBITDA Average (60% weighting) and three year total Non-New Machine Sales (40% weighting), with Relative TSR as the modifier. Relative TSR is utilized as a modifier with a -20% factor for performance in the bottom quartile of the Relative TSR Peer Group and a +20% factor for performance in the top quartile of the Relative TSR Peer Group. If the Company's absolute TSR is negative, the modifier is capped at 0%. Performance under the 2023 PSU award was assessed over a three-year period which ended on December 31, 2025. Targets for the 2023 performance goals were originally approved in February 2023. In February 2026, the Committee approved a 130.9% payout factor. The table and graphic below present the design, metrics, targets, results, and the payout result for the 2023-2025 LTIP PSU Performance goals.
2023 LTIP PSU Performance Results
| | THRESHOLD | TARGET | MAXIMUM | RESULTING PAYOUT | | MEASURE (WEIGHTING) | (50% Payout) | (100% Payout) | (200% Payout) | AS % OF WEIGHTED TARGET | | Adjusted EBITDA Average (60%) | 6.1% | 7.1% | 9.1% | 39.0% | | Non-New Machine Sales (40%) | $1,500M | $1,700M | $1,800M | 80.0% | | | Relative TSR Modifier | | | | | | 25th - 40th percentile = -10% Below 25th percentile = -20% | 40th - 60th percentile = 0% | >75th percentile = +20% 60th -75th percentile = +10% | 10% | | Total Payout as a Percent of Target | | | | 130.90% |
2023 LTIP PSU Performance Results
The table shows the target number of PSUs granted in 2023 and the actual number of units earned based on goal achievement.
2023 LTIP PSU Performance Results
| NEO | TARGET PSUs GRANTED (#) | PAYOUT FACTOR (%) | PSUs EARNED (#) | | Aaron H. Ravenscroft | 118,381 | 130.9% | 154,961 | | Brian P. Regan | 28,038 | 130.9% | 36,702 | | Leslie L. Middleton | 23,365 | 130.9% | 30,585 | | Jennifer L. Peterson | 17,913 | 130.9% | 23,448 | | James S. Cook | 14,798 | 130.9% | 19,371 |
III. COMPENSATION PROCESSES AND POLICIES
III. COMPENSATION PROCESSES AND POLICIES The Committee, with the support of an independent compensation consultant and Company management, develops and executes the executive compensation program. The Committee is responsible for recommending for approval by the independent directors the compensation of the CEO, and for approving the compensation of all other NEOs and other executive officers. The Committee annually reviews and evaluates the executive compensation program to ensure that the program is aligned with the Company’s compensation philosophy and appropriately rewards performance. The Committee reviews the following factors to determine executive compensation: • Competitive analysis: Median levels of compensation for similar jobs and job levels in the market, considering revenue relative to the Compensation Peer Group. • Company performance: Measured against financial metrics and operational targets approved by the Committee, along with Relative TSR against the TSR Peer Group. • Market landscape: Business climate, economic conditions, and other factors. • Individual roles and performance: Each executive’s experience, knowledge, skills, and personal contributions.
Role of Independent Compensation Consultant
Role of Independent Compensation Consultant The Committee retained Willis Towers Watson (“WTW”) as the independent compensation consultant on executive and director compensation matters. WTW reported directly to the Committee and did not provide services to the Company other than those provided to the Committee. WTW’s responsibilities included: • Advising the Committee on trends and issues in executive compensation. • Reviewing and advising on the constituents of the Compensation Peer Group. • Consulting on the competitiveness of the compensation structure of executive officers and non-employee directors. • Reviewing and advising on the STIP and LTIP designs, including metrics, weighting and goal setting. • Reviewing and advising on the content of the CD&A. • Reviewing and advising on materials provided to the Committee for discussion and approval. • Participating in Committee meetings as requested, including executive sessions of the Committee when management is not present, and communicating with the Chair of the Committee between meetings. WTW has multiple safeguards and procedures in place to maintain the independence of the consultants in their executive compensation consulting practice, and the Committee has determined that the compensation consultant’s work has not raised any conflicts of interest. The Committee has considered the factors relevant to WTW’s independence from management required by the NYSE’s listing standards and has determined that WTW is independent from management.
Compensation Peer Group and Benchmarking
Compensation Peer Group and Benchmarking The Committee maintains a Compensation Peer Group for market comparisons, benchmarking and setting executive and non-employee Director compensation. Market compensation data for the selected Compensation Peer Group is gathered through compensation surveys conducted by WTW. The Committee reviews the peer group annually. Identifying a relevant compensation peer group is difficult, as the Company is the only stand-alone publicly traded crane company in the U.S. and one of only a few worldwide. As a result, the Company used both a quantitative and qualitative approach to its peer selection. WTW performed the quantitative and qualitative analysis for the Compensation Committee’s consideration. In creating the Compensation Peer Group, companies were identified using the following criteria: • Direct business and industry competitors, • Executive talent competitors, • Companies in industries with similar operational complexion, including exposure to cyclicality, • Relative revenues between $500 million and $3 billion, and • Geographic presence. The Compensation Peer Group used to set the 2025 compensation, consisting of the companies listed below, was unchanged from the prior year.
Compensation Peer Group and Benchmarking
| 2025 Compensation Peer Group | | | | Alamo Group, Inc. Allison Transmission Holdings, Inc. Astec Industries, Inc. Custom Truck One Source, Inc. Enviri Corporation Federal Signal Corporation Flowserve Corporation | H&E Equipment Services, Inc. Hyster-Yale Materials Handling, Inc. ITT Inc. Kennametal Inc. REV Group, Inc. SPX Technologies, Inc. | Tennant Company Terex Corporation The Greenbrier Companies, Inc. The Timken Company Trinity Industries, Inc. Wabash National Corporation |
Equity Grant Timing Practice
Equity Grant Timing Practice The Committee's policy is to generally grant annual equity awards under our LTIP at the first Committee meeting following the release of the Company's earnings for the most recently-ended year. This meeting is scheduled approximately 24 months in advance and targeted to fall within the window period following the release of the Company's earnings for the fourth quarter of the previous year. For awards other than annual equity awards, such as those granted in connection with new hires or for promotional, retention or other ad hoc purposes, the awards will generally be granted effective on the third trading day after the date of the earnings release of the Company that next follows. In the case of a new hire award, the effective date of the grant will generally be the later of the date on which the new hire starts or the date on which the award is approved or, in the case of other awards that are not annual equity awards, the date on which the award is approved, unless a different effective date is designated as part of the approval. The Committee may modify the timing of grants based on business needs, changing compensation practices or other factors, in the discretion of the Committee. The Committee does not take into account material nonpublic information in determining the timing and terms of equity-based awards, and we have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. The per share exercise or grant price of any stock option or stock appreciation rights award cannot be less than the fair market value of the Company's common stock on the grant date.
SUMMARY COMPENSATION TABLE FOR 2025
SUMMARY COMPENSATION TABLE FOR 2025 The following table summarizes the compensation of the Company's CEO, CFO, and the three other most highly compensated executive officers for the fiscal years ended December 31, 2025, 2024, and 2023. Actual payouts (before deferrals into the 401(k) plan or deferred compensation plan) are presented in the “Salary” and “Non-Equity Incentive Plan Compensation” columns. The grant date fair value of equity-based grants awarded in 2025 is shown in the “Stock Awards” columns. Generally, the actual value realized, if any, will be commensurate with our financial and stock price performance over the next several years. RSUs are time based and vest ratably over three years.
SUMMARY COMPENSATION TABLE FOR 2025
| NAME AND PRINCIPAL POSITION | YEAR | SALARY ($) | STOCK AWARDS(1) ($) | NON-EQUITY INCENTIVE PLAN COMPENSATION(2) ($) | ALL OTHER COMPENSATION(3) ($) | TOTAL ($) | | Aaron H. Ravenscroft | 2025 | 1,005,385 | 3,184,407 | 785,255 | 77,390 | 5,052,437 | | President & Chief Executive Officer | 2024 | 975,385 | 3,684,622 | 323,400 | 194,479 | 5,177,886 | | | 2023 | 944,231 | 3,970,761 | 1,632,813 | 150,404 | 6,698,208 | | Brian P. Regan | 2025 | 564,385 | 756,302 | 300,567 | 43,034 | 1,664,288 | | Executive Vice President & Chief | 2024 | 547,477 | 875,093 | 123,750 | 97,148 | 1,643,468 | | Financial Officer | 2023 | 525,569 | 940,453 | 625,313 | 65,427 | 2,156,762 | | Leslie L. Middleton | 2025 | 564,386 | 636,890 | 300,567 | 41,973 | 1,543,816 | | Executive Vice President, Americas and | 2024 | 546,154 | 736,927 | 123,750 | 87,567 | 1,494,397 | | EU Mobile Cranes | 2023 | 517,251 | 783,709 | 574,219 | 52,722 | 1,927,901 | | Jennifer L. Peterson | 2025 | 483,308 | 477,663 | 223,738 | 44,794 | 1,229,503 | | Executive Vice President, General | 2024 | 457,600 | 552,705 | 90,285 | 80,111 | 1,180,701 | | Counsel and Secretary | 2023 | 423,411 | 600,847 | 434,586 | 34,381 | 1,493,225 | | James S. Cook | 2025 | 444,000 | 398,059 | 205,820 | 46,573 | 1,094,451 | | Executive Vice President, Human | 2024 | 417,077 | 460,581 | 82,290 | 73,492 | 1,033,440 | | Resources | 2023 | 379,615 | 496,351 | 396,094 | 49,454 | 1,321,514 |
SUMMARY COMPENSATION TABLE FOR 2025
(1) “Stock Awards” represent the aggregate grant date fair value of all RSUs and PSUs in accordance with ASC Topic 718. For the RSUs, fair value is computed by multiplying the total number of shares subject to each award by the closing market price on the date of grant. Because the 2025 RSUs were granted contingent on shareholder approval of the 2025 Omnibus Incentive Plan at our 2025 Annual Shareholder Meeting, they were not considered granted for purposes of ASC Topic 718 until the approval contingency was satisfied. The 2025 grant date fair value was therefore based on the closing market price on the date of our 2025 Annual Shareholder Meeting. For PSUs, fair value is calculated based upon the probable outcome of the performance conditions, consistent with the estimate of the aggregate compensation cost to be recognized over the service period determined as of the grant date under ASC Topic 718. The 2025 PSUs were granted contingent on shareholder approval of the 2025 Omnibus Incentive Plan at our 2025 Annual Shareholder Meeting, they were not considered granted for purposes of ASC Topic 718 until the approval contingency was satisfied. The 2025 PSU grant date fair value was therefore based on the Monte Carlo valuation as of the date of our 2025 Annual Shareholder Meeting. PSUs are earned based on performance over a three-year period, and vest on the third anniversary of the grant date or committee action date as applicable. The grant date value of the 2025 PSUs for each NEO assuming maximum payout based on the closing share price on the grant date, are as follows: Mr. Ravenscroft — $4,000,000; Mr. Regan — $950,000, Mr. Middleton — $800,000; Ms. Peterson — $600,000; and Mr. Cook — $500,000. Additional information about the assumptions the Company used in valuing equity awards is set forth in Note 16 to the Consolidated Financial Statements for the fiscal year ended December 31, 2025 in our Annual Report on Form 10-K filed with the SEC on February 18, 2025. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. (2) Consists of cash awards made under the 2025 STIP, earned for performance during 2025 but not paid until 2026. (3) All other compensation for 2025 includes:
SUMMARY COMPENSATION TABLE FOR 2025
| NAME | CONTRIBUTIONS TO DEFINED CONTRIBUTION PLAN(1) ($) | CONTRIBUTIONS - DEFERRED COMPENSATION PLAN(2) ($) | DISABILITY INSURANCE PREMIUMS ($) | CAR ALLOWANCE ($) | TAX PREPARATION(3) ($) | OTHER(4) ($) | TOTAL ($) | | Aaron H. Ravenscroft | 14,000 | 29,364 | 2,640 | 12,000 | 11,727 | 7,659 | 77,390 | | Brian P. Regan | 14,000 | 13,525 | 3,367 | 10,800 | - | 1,342 | 43,034 | | Leslie L. Middleton | 14,000 | 13,525 | 3,647 | 10,800 | - | - | 41,973 | | Jennifer L. Peterson | 14,000 | 8,944 | 2,498 | 10,800 | - | 8,552 | 44,794 | | James S. Cook | 14,000 | 5,976 | 2,358 | 10,800 | 5,592 | 7,846 | 46,573 |
SUMMARY COMPENSATION TABLE FOR 2025
(1) Consists of contributions made by the Company under The Manitowoc Company, Inc. 401(k) Retirement Plan. Amounts represent the Company’s contributions for 2025, which were credited to individual accounts in 2026. Tax preparation fees are in connection with Mr. Ravenscroft’s assignment to France and Mr. Cook's tenure in Germany. (4) Other includes executive physicals: Mr. Ravenscroft - $7,382; Ms. Peterson - $7,670; Mr Cook - $7,846 and spousal travel expenses for annual board meeting: Mr. Ravenscroft - $277; Mr. Regan - $1,342; Ms. Peterson - $882.
GRANTS OF PLAN-BASED AWARDS FOR 2025
GRANTS OF PLAN-BASED AWARDS FOR 2025 The following table provides additional information about plan-based compensation for the year ended December 31, 2025, disclosed in the Summary Compensation Table. This table includes both equity and non-equity awards.
GRANTS OF PLAN-BASED AWARDS FOR 2025
| | | | | ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS(1) | | | ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS (2) | | | ALL OTHER SHARE AWARDS: NUMBER OF SHARES OF | GRANT DATE FAIR VALUE OF STOCK AND | | NAME | AWARD TYPE | GRANT DATE | DATE OF COMMITTEE ACTION | THRESHOLD ($) | TARGET ($) | MAXIMUM ($) | THRESHOLD (#) | TARGET (#) | MAXIMUM (#) | STOCK OR UNITS (#)(3) | OPTION AWARDS(4) ($) | | Aaron H. Ravenscroft | STIP | | | 555,500 | 1,111,000 | 2,222,000 | | | | | | | | LTIP - PSU | 05/06/25 | 02/25/25 | | | | 86,069 | 172,138 | 344,276 | | 1,575,063 | | | LTIP - RSU | 05/06/25 | 02/25/25 | | | | | | | 192,967 | 1,609,345 | | Brian P. Regan | STIP | | | 212,625 | 425,250 | 850,500 | | | | | | | | LTIP - PSU | 05/06/25 | 02/25/25 | | | | 20,442 | 40,883 | 81,766 | | 374,079 | | | LTIP - RSU | 05/06/25 | 02/25/25 | | | | | | | 45,830 | 382,222 | | Leslie L. Middleton | STIP | | | 212,625 | 425,250 | 850,500 | | | | | | | | LTIP - PSU | 05/06/25 | 02/25/25 | | | | 17,214 | 34,428 | 68,856 | | 315,016 | | | LTIP - RSU | 05/06/25 | 02/25/25 | | | | | | | 38,594 | 321,874 | | Jennifer L. Peterson | STIP | | | 158,275 | 316,550 | 633,100 | | | | | | | | LTIP - PSU | 05/06/25 | 02/25/25 | | | | 12,911 | 25,821 | 51,642 | | 236,262 | | | LTIP - RSU | 05/06/25 | 02/25/25 | | | | | | | 28,945 | 241,401 | | James S. Cook | STIP | | | 145,600 | 291,200 | 582,400 | | | | | | | | LTIP - PSU | 05/06/25 | 02/25/25 | | | | 10,759 | 21,518 | 43,036 | | 196,890 | | | LTIP - RSU | 05/06/25 | 02/25/25 | | | | | | | 24,121 | 201,169 |
GRANTS OF PLAN-BASED AWARDS FOR 2025
(1) These amounts represent potential payments under the 2025 STIP; the actual amounts received (if any) are shown in the Summary Compensation Table above. Further details regarding the 2025 STIP, including the performance metrics are provided above under "Short Term Incentive Compensation". (2) These share amounts represent potential performance stock unit award payouts at various levels of attainment for the performance period beginning January 1, 2025 and ending December 31, 2027 with respect to the PSUs granted as part of the 2025 LTIP. (3) This represents the number of restricted stock units granted as a part of the 2025 LTIP. The restricted stock units vest ratably over a three-year period, commencing on the first anniversary of the grant date. Reflects the grant date fair value of the awards granted in 2025 as computed under ASC Topic 718. The awards were granted contingent on shareholder approval of the 2025 Omnibus Incentive Plan at our 2025 Annual Shareholder Meeting, they were not considered granted for purposes of ASC Topic 718 until the approval contingency was satisfied. The 2025 grant date fair value was therefore based on the based on the Monte Carlo valuation as of the date of our 2025 Annual Shareholder Meeting.
OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END
OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END The following table lists outstanding equity grants granted in 2025 and prior as of December 31, 2025. The table is inclusive of stock options, restricted stock units, and performance share awards.
OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END
| | | OPTION AWARDS(1)(2) | | | | STOCK AWARDS | | | | | NAME | GRANT DATE / COMMITTEE ACTION DATE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) EXERCISABLE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) UNEXERCISABLE | OPTION EXERCISE PRICE ($) | OPTION EXPIRATION DATE | NUMBER OF SHARES OF STOCK THAT HAVE NOT VESTED (#) (3) | MARKET VALUE OF SHARES OF STOCK THAT HAVE NOT VESTED ($)(3)(4) | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (#)(5) | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED ($)(4) | | Aaron H. | 03/28/16 | 24,753 | - | $17.40 | 03/28/26 | - | - | - | - | | Ravenscroft | 02/22/17 | 20,205 | - | $25.68 | 02/22/27 | - | - | - | - | | | 02/20/18 | 17,760 | - | $32.98 | 02/26/28 | - | - | - | - | | | 02/27/19 | 22,247 | - | $18.40 | 02/27/29 | - | - | - | - | | | 02/26/20 | 39,063 | - | $12.37 | 02/26/30 | - | - | - | - | | | 02/08/23 | - | - | n/a | n/a | 204,089 | 2,447,024 | - | - | | | 02/27/24 | - | - | n/a | n/a | 86,603 | 1,038,370 | 139,470 | 1,672,245 | | | 02/25/25 | - | - | n/a | n/a | 192,967 | 2,313,674 | 172,138 | 2,063,935 | | Brian P. | 02/27/19 | 4,172 | - | $18.40 | 02/27/29 | - | - | - | - | | Regan | 02/08/23 | - | - | n/a | n/a | 48,338 | 579,570 | - | - | | | 02/27/24 | - | - | n/a | n/a | 20,568 | 246,610 | 33,124 | 397,157 | | | 02/25/25 | - | - | n/a | n/a | 45,830 | 549,502 | 40,883 | 490,187 | | Leslie L. | 03/28/16 | 10,025 | - | $17.40 | 03/28/26 | - | - | - | - | | Middleton | 02/22/17 | 4,490 | - | $25.68 | 02/22/27 | - | - | - | - | | | 02/20/18 | 4,809 | - | $32.98 | 02/20/28 | - | - | - | - | | | 02/27/19 | 6,953 | - | $18.40 | 02/27/29 | - | - | - | - | | | 02/08/23 | - | - | n/a | n/a | 40,282 | 482,979 | - | - | | | 02/27/24 | - | - | n/a | n/a | 17,321 | 207,679 | 27,894 | 334,449 | | | 02/25/25 | - | - | n/a | n/a | 38,594 | 462,742 | 34,428 | 412,792 | | Jennifer L. | 02/20/18 | 1,721 | - | $32.98 | 02/20/28 | - | - | - | - | | Peterson | 02/27/19 | 1,752 | - | $18.40 | 02/27/29 | - | - | - | - | | | 02/08/23 | - | - | n/a | n/a | 30,882 | 370,277 | - | - | | | 02/27/24 | - | - | n/a | n/a | 12,991 | 155,762 | 20,921 | 250,843 | | | 02/25/25 | - | - | n/a | n/a | 28,945 | 347,051 | 25,821 | 309,594 | | James S. | 02/08/23 | - | - | n/a | n/a | 25,512 | 305,884 | - | - | | Cook | 02/27/24 | - | - | n/a | n/a | 10,826 | 129,804 | 17,434 | 209,034 | | | 02/25/25 | - | - | n/a | n/a | 24,121 | 289,211 | 21,518 | 258,001 |
OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END
(1) The number of shares of common stock underlying option awards and stock awards has been adjusted, with respect to awards granted prior to November 17, 2017, to account for the 1-for-4 reverse stock split that was effected on November 17, 2017. (2) Consists of options to purchase common stock under the 2013 Omnibus Incentive Plan. (3) RSU award grants vest in three equal installments on the first, second, and third anniversaries of the grant date or committee action date as shown in the table. (4) Market values based on the December 31, 2025 closing stock price of $11.99 per share of MTW common stock on the NYSE. PSUs granted on February 8, 2023 are shown at 130.9% performance achievement and reflected under shares of stock that have not vested. PSUs granted February 27, 2024 and February 25, 2025 are shown at the target level of performance. PSUs cliff vest, if at all, subject to the attainment of the applicable performance metrics. Performance achievement is determined at the end of the three year performance period commencing with the year of the grant.
OPTION EXERCISES AND STOCK VESTED IN 2025
OPTION EXERCISES AND STOCK VESTED IN 2025 The following table presents the value realized upon the vesting of stock awards vested during 2025 by each NEO. No stock options were exercised during 2025.
OPTION EXERCISES AND STOCK VESTED IN 2025
| | OPTION AWARDS | | STOCK AWARDS | | | NAME | NUMBER OF SHARES ACQUIRED ON EXERCISE (#) | VALUE REALIZED ON EXERCISE ($) | NUMBER OF SHARES ACQUIRED ON VESTING (#)(1) | VALUE REALIZED ON VESTING ($)(2) | | Aaron H. Ravenscroft | - | - | 236,199 | 2,618,155 | | Brian P. Regan | - | - | 47,060 | 516,313 | | Leslie L. Middleton | - | - | 43,003 | 474,375 | | Jennifer L. Peterson | - | - | 21,233 | 225,866 | | James S. Cook | - | - | 15,661 | 165,340 |
OPTION EXERCISES AND STOCK VESTED IN 2025
(1) Represents one third of each of the 2022, 2023, and 2024 restricted stock unit awards and the 2022 Performance share unit award. Represents the fair market value of the stock units on their respective vesting dates. Fair market value is determined based on the closing price of the Company’s common stock on the applicable vesting date.
NON-QUALIFIED DEFERRED COMPENSATION
NON-QUALIFIED DEFERRED COMPENSATION The Company maintains an unfunded non-qualified deferred compensation plan, for the benefits of our executive officers, as well as other employees. The following table provides information on compensation deferred during 2025:
NON-QUALIFIED DEFERRED COMPENSATION
| NAME | EXECUTIVE CONTRIBUTIONS IN LAST FY(1) ($) | COMPANY CONTRIBUTIONS IN LAST FY(2) ($) | AGGREGATE EARNINGS (LOSS) IN LAST FY ($) | AGGREGATE BALANCE AT LAST FYE (S)(3) | | Aaron H. Ravenscroft | 30,161 | 29,364 | 297,955 | 2,551,478 | | Brian P. Regan | 50,795 | 13,525 | 113,141 | 734,757 | | Leslie L. Middleton | 67,726 | 13,525 | 78,796 | 568,238 | | Jennifer L. Peterson | 24,165 | 8,944 | 18,343 | 134,310 | | James S. Cook | 13,320 | 5,976 | 34,954 | 188,665 |
NON-QUALIFIED DEFERRED COMPENSATION
(1) Executive contributions are included in "Salary" and “Non-Equity Incentive Plan Compensation” in the Summary Compensation Table. (2) The Company’s contributions for 2025 were credited to individual accounts in 2026. These amounts are included in the “All Other Compensation” in the Summary Compensation Table. (3) The amount of the Aggregate Balance at FYE that was previously reported as compensation in prior years' Summary Compensation Tables is as follows: Mr. Ravenscroft - $689,930; Mr. Regan - $130,794; Mr. Middleton - $121,599; Ms. Peterson - $39,731; Mr Cook - $46,311. On an annual basis, eligible participants in the Deferred Compensation Plan may elect to defer up to 40% of base salary and up to 100% of STIP awards. Credits to deferred compensation accounts may also include a Company contribution. For 2025, the Company contribution to the Deferred Compensation Plan consisted of a matching contribution on compensation above certain IRS limits under the 401(k) Retirement Plan. The matching contribution was calculated at the same rate as under the 401(k) Retirement Plan, at 100% on the first 3% of compensation deferred and 50% on the next 2% of compensation deferred. The Company may elect to make additional contributions at its discretion on an annual basis. For 2025, the Company did not make a discretionary contribution credited in 2026. Deferred amounts can be invested into a variety of investments, which mirror the performance of several different mutual funds offered in the 401(k) Retirement Plan, as well as the Company Stock Fund (which includes only the Company’s common stock). Transfers between the Company Stock Fund and the other funds are not permitted. Participants are not required to direct any minimum amount of deferred compensation into the Company Stock Fund. In general, distributions may be made in the form of a lump sum or installments commencing either as of a specific future date (which can be prior to separation from service), or upon the earlier of separation, disability, or death.
V. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
V. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL The Company entered into individual Employment Agreements with Messrs. Ravenscroft and Middleton in February 2021, Mr. Regan in May 2022, Ms. Peterson in August 2022, and Mr. Cook in May 2023 (the "Employment Agreements"). The Employment Agreements provide for, among other things, severance payments following certain terminations of employment, both before and after a change of control. Employment Agreements. The Employment Agreements provide employment terms and severance benefits before and after a change of control. Specifically, the Employment Agreements provide titles for each executive officer and state that the executive officers will have the normal duties, responsibilities and authority of their respective positions, subject to expansion or limitation by the Board of Directors (or, in the case of executive officers other than the Chief Executive Officer, by the Chief Executive Officer). The Employment Agreements specify the base salaries and benefits that will be provided to each named executive officer during the term of the Employment Agreements, including eligibility for short- and long-term incentive compensation programs, the same other benefits that are made available to other employees in similar positions and reimbursement of reasonable business expenses. The titles and initial base salaries of the named executive officers as specified in the Employment Agreements are listed in the 2024 Executive Compensation section of this Proxy Statement. The base salaries are subject to adjustment from time to time as provided in the Employment Agreements.
Potential Payments upon Termination Other Than Change of Control
Potential Payments upon Termination Other Than Change of Control
Potential Payments upon a Change of Control
Potential Payments upon a Change of Control If the executive officer’s employment is terminated by the Company without cause or by the executive officer for good reason within the two-year period following a change of control, then, if the executive officer provides a separation agreement, the executive officer will be entitled to (1) severance in the amount of two times (three times, in the case of the Chief Executive Officer) the total of the executive officer’s base salary plus target annual bonus, (2) a pro rata portion of the executive officer’s annual bonus for the year of the termination, based on the Company’s actual performance, (3) health and medical insurance benefits for 24 months (36 months in the case of the Chief Executive Officer) and (4) outplacement benefits and assistance for 24 months (36 months, or such shorter period as may be required to comply with or be exempt from applicable tax regulations, in the case of the Chief Executive Officer), up to a cost of $25,000 ($50,000 in the case of the Chief Executive Officer). In addition, unless a more favorable result is provided under the Company’s equity incentive plan or an award agreement, (a) unvested stock options or stock appreciation rights will vest in full and be exercisable for up to 12 months, (b) unvested restricted stock or restricted stock units will vest in full and (c) unearned performance shares or performance share units will be deemed earned at the target level and fully vested. These change of control termination benefits would also apply if the executive officer’s employment were terminated by the Company without cause within the six months prior to a change of control and the executive officer can reasonably demonstrate that the termination was in connection with or in anticipation of the change of control. The Employment Agreements define a “change of control” as the first to occur of (1) any person (subject to specified exceptions) becoming the beneficial owner of 30% or more of the combined voting power of the Company’s then outstanding securities, (2) the Company merging or consolidating with any other entity, subject to exceptions for mergers or consolidations that would not result in a change or more than 60% ownership or in any person acquiring more than 30% of the combined voting power of the Company’s then outstanding securities, (3) the Company or any subsidiary selling, assigning or otherwise transferring more than 50% of the Company’s assets, (4) the Company dissolving and liquidating substantially all of its assets or (5) a change in the majority of the Company’s Board of Directors (excluding changes resulting from new directors whose appointment or nomination was approved by a vote of at least two-thirds of the then-serving continuing directors). The Employment Agreements include customary confidentiality and restrictive covenant provisions, including non-solicitation, non-competition, non-interference and non-disparagement provisions. In accordance with SEC rules, the following table presents the estimated payouts that would be made upon a change of control or a change of control coupled with a termination of employment (other than for cause or retirement), assuming the triggering event or events occurred as of December 31, 2025. The Company has used the closing price of MTW common stock of $11.99 on December 31, 2025 for purposes of calculating the value of the unvested and accelerated RSUs and PSUs.
Potential Payments upon a Change of Control
| NAME | BASE SALARY(1) ($) | ANNUAL INCENTIVE-BASED COMPENSATION(2) | RESTRICTED SHARES(3) ($) | PERFORMANCE SHARES(4) ($) | BENEFITS(5) ($) | TOTAL ($) | | Aaron H. Ravenscroft | 3,030,000 | 3,333,000 | 4,530,134 | 5,594,159 | 135,162 | 16,622,455 | | Brian P. Regan | 1,134,000 | 850,500 | 1,075,143 | 1,327,398 | 78,157 | 4,465,198 | | Leslie L. Middleton | 1,134,000 | 850,500 | 902,955 | 1,113,952 | 81,214 | 4,082,621 | | Jennifer L. Peterson | 974,000 | 633,100 | 681,080 | 841,580 | 81,214 | 3,210,973 | | James S. Cook | 896,000 | 582,400 | 566,276 | 699,288 | 81,775 | 2,825,738 |
Potential Payments upon a Change of Control
(1) Represents three times Mr. Ravenscroft’s and two times each of the other NEO's base salary. (2) Represents three times Mr. Ravenscroft’s and two times each of the other NEO's target 2024 STIP. (3) The value was determined by multiplying the MTW common stock closing stock price on December 31, 2025 by the number of RSUs to be vested. These amounts would also be received on a change of control without a qualifying termination if the vesting of the equity awards is accelerated on such change of control. (4) The value was determined by multiplying the MTW common stock closing stock price on December 31, 2025 by the actual performance factor of 130.9% for the 2023 LTIP grant and the target number of PSUs in the 2024 and 2025 LTIP. These amounts would also be received on a change of control without a qualifying termination if the vesting of the equity awards is accelerated on such change of control. Represents the value of 36 months for Mr. Ravenscroft and 24 months for the other NEOs of enrolled health & welfare benefits, and outplacement benefits/assistance for 24 months (36 months for the CEO) up to $25,000 ($50,000 for the CEO).
VI. CEO PAY RATIO
VI. CEO PAY RATIO As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, the following information is provided about the relationship of the annual total compensation of the Company’s employees (other than the CEO) and the annual total compensation for the CEO, Mr. Ravenscroft. For 2025: The annual total compensation of our median employee was reasonably estimated to be $70,834; and • The annual total compensation of Mr. Ravenscroft, as reported in the Summary Compensation Table, was $4,913,005. Based upon the calculation of compensation for both the CEO and the median employee, the estimated ratio of CEO pay to median employee pay for 2025 was 69 to 1. To calculate the ratio, the Company divided Mr. Ravenscroft’s annual total compensation by the annual total compensation of its median employee. To calculate Mr. Ravenscroft’s annual total compensation, the Company used the amount reported in the “Total” column of its Summary Compensation Table for 2025. Consistent with Instruction 2 to Item 402(u) of Regulation S-K, the applicable SEC rule, the Company may identify its median employee for purposes of providing the pay ratio disclosure once every three years and calculate and disclose total compensation for that employee each year; provided that, during the last completed fiscal year, there has been no change in the employee population or employee compensation arrangements that the Company reasonably believes would result in a significant change to the prior year’s CEO pay ratio disclosure. The Company reviewed the changes in its employee population and employee compensatory arrangements and determined there has been no change in its employee population or employee compensatory arrangements that would significantly impact the 2025 CEO pay ratio disclosure and ultimately require the Company to identify a new median employee for 2025. As a result, the Company used the same median employee for the 2025 CEO pay ratio as it did for the 2024 CEO pay ratio. It calculated that median employee’s compensation for purposes of the 2025 CEO pay ration using the same rules used to calculate the total compensation of the Company’s NEOs reported in the Summary Compensation Table for 2025. The pay ratios presented above are a reasonable estimate. Because SEC rules for identifying the median employee and calculating the pay ratio allow companies to use different methodologies, exemptions, estimates and assumptions, the pay ratio may not be comparable to the pay ratio reported by other companies.
VII. PAY VERSUS PERFORMANCE
VII. PAY VERSUS PERFORMANCE 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, the following information is provided regarding the relationship between the “compensation actually paid” (“CAP”) to the NEOs during the preceding five fiscal years, and the Company’s TSR, Net Income, and also Adjusted EBITDA, which in the Company’s assessment represents the most important financial performance measure (that is not otherwise required to be disclosed in the first table below) used by the Company to link the CAP of the NEOs for 2025 to its performance. In this section, ("PEO") means Principal Executive Officer, and ("SCT") means Summary Compensation Table.
VII. PAY VERSUS PERFORMANCE
| | | | | | Value of Initial Fixed $100 | | | | | | | | | | Investment Based On: | | | | | YEAR | SCT Total for Current PEO ($) | Compensation Actually Paid for Current PEO ($)(1) | Average SCT Total for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($)(1) | Manitowoc TSR ($) | Peer Group TSR ($) | Net Income ($ millions) | Adjusted EBITDA ($ millions) | | 2025 | $5,052,437 | $7,820,118 | $1,383,015 | $1,849,197 | $90.08 | $134.23 | $7.2 | $121.7 | | 2024 | $5,177,885 | ($396,591) | $1,338,002 | $517,809 | $68.60 | $119.00 | $55.8 | $128.4 | | 2023 | $6,698,208 | $11,925,536 | $1,724,851 | $2,367,435 | $125.39 | $106.71 | $39.2 | $175.3 | | 2022 | $5,576,471 | $2,520,833 | $1,147,526 | $218,946 | $68.82 | $91.30 | ($123.6) | $143.1 | | 2021 | $4,952,777 | $5,379,695 | $1,823,565 | $1,969,093 | $139.67 | $114.78 | $11.0 | $116.0 |
VII. PAY VERSUS PERFORMANCE
(1) Amounts represent compensation “actually paid” to the Company's Principal Executive Officer ("PEO") and the average compensation actually paid to the Company's remaining NEOs for the relevant fiscal year, as determined under SEC rules (and described below), which includes the individuals indicated in the table below for each fiscal year:
VII. PAY VERSUS PERFORMANCE
| YEAR | CURRENT PEO | NON-PEO NEOS | | 2025 | Aaron H. Ravenscroft | Brian P. Regan; Leslie L. Middleton; Jennifer L. Peterson; James Cook | | 2024 | Aaron H. Ravenscroft | Brian P. Regan; Leslie L. Middleton; Jennifer L. Peterson; James Cook | | 2023 | Aaron H. Ravenscroft | Brian P. Regan; Leslie L. Middleton; Jennifer L. Peterson; James Cook | | 2022 | Aaron H. Ravenscroft | David J. Antoniuk; Thomas L. Doerr Jr.; Leslie L. Middleton; Terrance L. Collins | | 2021 | Aaron H. Ravenscroft | David J. Antoniuk; Thomas L. Doerr Jr.; Leslie L. Middleton; Terrance L. Collins |
CURRENT PEO SCT TOTAL TO CAP RECONCILIATION
| YEAR | Reported SCT Total for PEO ($) | Minus: Reported SCT Value of Equity Awards ($)(1) | Plus: Equity Award Adjustments ($)(2) | Compensation Actually Paid to PEO | | 2025 | $5,052,437 | $3,184,407 | $5,952,088 | $7,820,118 | | 2024 | $5,177,885 | $3,684,622 | ($1,889,854) | ($396,591) | | 2023 | $6,698,208 | $3,970,761 | $9,198,089 | $11,925,536 | | 2022 | $5,576,471 | $3,484,556 | $428,918 | $2,520,833 | | 2021 | $4,952,777 | $2,500,009 | $2,926,927 | $5,379,695 |