DEF 14A of Helios Technologies, Inc., May 4, 2026

DEF 14A of Helios Technologies, Inc.

Filed May 4, 2026 · FY20250001193125-26-204115

Open on EDGAR

  1. TABLE OF CONTENTS

    | Compensation Committee Report | 44 | | FISCAL 2025 Summary Compensation Table | 45 | | FISCAL 2025 Grants of Plan-Based Awards | 47 | | Outstanding Equity Awards at 2025 Fiscal Year-End | 48 | | Fiscal 2025 Option Exercises and Stock Vested | 49 | | Pension Benefits | 49 | | Nonqualified Deferred Compensation | 49 | | Potential Payments Upon Termination or Change of Control | 49 | | CEO to Median Employee Pay Ratio | 50 | | Pay vs. Performance Disclosure | 51 | | Director Compensation | 54 | | Equity Compensation Plan Information | 55 | | Proposal 2 — Ratification of the Appointment of Independent Registered Public Accounting Firm | 56 | | Proposal 3 — Advisory Vote to Approve Named Executive Officer Compensation | 57 | | Proposal 4 — Approval of Amendment and Restatement of 2023 Equity Incentive Plan | 58 | | Other Business | 69 | | Requirements, Including Deadlines, for Submission of Proxy Proposals and Nomination of Directors by Shareholders for the 2026 Proxy Statement and Presentation at the 2026 Annual Meeting | 70 | | APPENDIX A | 71 | | APPENDIX B | 73 |

  2. Directors and Executive Officers

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

  3. Directors and Executive Officers

    | Name/Age/Independence/Tenure | | | Committee Membership (C: Chair) | | | | | | | Biographies | Audit | Comp. | Nom. | Gov. | | | Laura Dempsey Brown, 63 Independent Director and Chair of the Board Chair Since: March 2025 Director Since: April 2020 | Previously the Senior Vice President, Communications and Investor Relations for W.W. Grainger, Inc. (NYSE: GWW), a leading broad line supplier of maintenance, repair and operating products, reporting directly to Grainger’s CEO and Chairman, until her retirement in 2018 after 19 years, including serving as Vice President of Marketing, as well as leading the strategy development and operational execution of Grainger’s multi-year market expansion initiative focused on the top 25 U.S. metro markets. Ms. Dempsey Brown also served as the Vice President of Finance for Grainger’s field sales, operations, marketing and e-business functions. Prior to joining Grainger, Ms. Dempsey Brown was a Vice President at Alliant Foodservice and at Dietary Products at Baxter. She began her career at Baxter in 1985 focusing primarily on financial roles in the distribution and manufacturing businesses. Ms. Dempsey Brown has over 18 years in finance or accounting leadership roles and has extensive knowledge in strategy, M&A, corporate governance, crisis management and general overall business acumen. Ms. Dempsey Brown holds a Bachelor’s degree in accounting from Indiana University and obtained designation as a Certified Public Accountant in 1985. | ● | | | ● | | | Sean Bagan, 50 President and Chief Executive Officer & Director Non-Independent Director Director Since: June 2025 | President and Chief Executive Officer of the Company since January 6, 2025, and Chief Financial Officer since August 9, 2023. Mr. Bagan joined Helios after spending 23 years at Polaris Inc., a global leader in powersports and off-road innovation. With extensive financial management leadership experience, Mr. Bagan has more than 25 years of international business, strategic financial operations, and leadership experience. His responsibilities scaled with Polaris over the decades in operational finance, international sales, product segments, acquisitions, corporate finance and treasury. In addition to financial management positions, his roles included general management and operational oversight for U.S. and global businesses. He earned his B.A. double major in Accounting and Management from St. John’s University in Minnesota and began his career with Arthur Andersen, LLP. Mr. Bagan also holds a General Management Certificate from Cambridge University’s Judge Business School in England, along with a Certified Public Accountant (Inactive) Certificate from the state of Minnesota. | | | | |

  4. Directors and Executive Officers

    | | 2026 Proxy Statement | 6 |

  5. Directors and Executive Officers

    | Name/Age/Independence/Tenure | | | Committee Membership (C: Chair) | | | | | | | Biographies | Audit | Comp. | Nom. | Gov. | | | Douglas M. Britt, 61 Independent Director Director Since: December 2016 | Executive Chairman of Boyd, having previously served for six years as Chief Executive Officer, where he scaled the business and led the sale of Boyd Thermal to Eaton Corporation (NYSE: ETN) in 2026. He currently oversees the Boyd Thermal business within Eaton. Doug brings more than 30 years of experience leading global technology, manufacturing, and supply chain businesses. Prior to Boyd, he served as President of Flex Ltd. (NASDAQ: FLEX), a global design, engineering, manufacturing, and supply chain solutions provider with approximately 200,000 employees worldwide. Earlier in his career, he held senior leadership roles at Future Electronics, Silicon Graphics, and Solectron. Doug currently serves on the boards of Helios Technologies (NYSE: HLIO) and Benchmark Electronics (NYSE: BHE). Mr. Britt has played a key role in numerous strategic acquisitions and value-creation transactions throughout his career, helping build and scale businesses that generated significant enterprise value. These include the $300 million acquisition and development of Nextracker (NASDAQ: NXT) and its subsequent separation from Flex Ltd. into an independent large-cap public company, as well as the growth of Boyd’s Thermal business into a global leader in liquid cooling technologies that enable AI infrastructure, culminating in its $9.5 billion sale to Eaton Corporation (NYSE: ETN). Both transactions unlocked significant value and positioned the organizations for accelerated growth. Doug holds a B.S. in Business Administration from California State University, Chico, and has attended executive education programs in Europe, including the University of London. | C | | ● | | | | Cariappa (Cary) M. Chenanda, 58 Independent Director Director Since: April 2020 | Previously the Executive Vice President and President of Novelis, a subsidiary of Hindalco (Bombay Stock Exchange: HINDALCO.BO), headquartered in Atlanta, Georgia, Mr. Chenanda led all aspects of the company’s $6 billion aluminum products and solutions business in North America. Prior to joining Novelis in April 2024, he was a Vice President and an Officer of Cummins Inc. (NYSE: CMI), where he worked for 26 years. He most recently held the position of Vice president & General Manager of Cummins Emissions Solutions, a $4 billion global business with 4,500 employees, 12 manufacturing plants, seven technical centers, and two joint ventures worldwide. In 2012, Mr. Chenanda established and led Cummins Electronics, and in 2017, he oversaw the unification of Cummins Electronics and Cummins Fuel System Businesses into one combined business. Mr. Chenanda has also worked for Ecolab and Robert Bosch GmbH. He is a Certified Purchasing Manager, a certified Six Sigma Green Belt and holds 7 United States patents. Mr. Chenanda holds an MBA from Indiana University’s Kelly School of Business, an MS in Mechanical Engineering from Texas A&M University and a bachelor’s in mechanical engineering from the University of Mysore, India. Mr. Chenanda also currently serves on the Texas A&M University's Mechanical Engineering Industry Advisory Council. | | ● | | C |

  6. Directors and Executive Officers

    | | 2026 Proxy Statement | 7 |

  7. Directors and Executive Officers

    | Name/Age/Independence/Tenure | | | Committee Membership (C: Chair) | | | | | | | Biographies | Audit | Comp. | Nom. | Gov. | | | Diana Sacchi, 66 Independent Director Director Since: June 2022 | Chief Human Resources Officer ("CHRO") at Grameen America, a non-profit micro-finance organization dedicated to lending to women to enable financial mobility. Prior to returning to Grameen America in November 2020, served as EVP & CHRO at Welbilt, (NYSE: WBT), a global manufacturer of commercial foodservice equipment. From June 2014 to January 2016, served as Vice President HR for North America at LG Electronics USA and CHRO at Grameen America, where she built the foundation of the HR function. Ms. Sacchi brings more than 25+ years of global Human Resources expertise in addition to HR advisory and consulting expertise and leadership coaching. Her career includes roles of progressive HR leadership at Avon Products, Bristol Myers Squibb and the United Nations Development Program. As CHRO for several companies, Ms. Sacchi has advised CEOs, transformed global HR organizations, participated in acquisition and integration activities, and redesigned compensation programs. A leader with exceptional global experience, she has improved the effectiveness of a wide range of organizations, from multi- billion-dollar corporations to nonprofits serving a variety of sectors including manufacturing, cosmetics, electronics, pharmaceuticals, micro-finance and education. Ms. Sacchi holds a B.A. in Psychology from Texas Woman’s University and M.Ed. & M.A. in Psychological Counseling & Organizational Psychology from Columbia University. She is fluent in English, Spanish, and Italian. | ● | C | ● | | | | Alexander Schuetz, 59 Independent Director Director Since: June 2014 | Chief Executive Officer of Knauf Engineering GmbH, an engineering company in the gypsum based construction materials industry, responsible for a portfolio of multinational projects with a total volume of $700 million. Prior to joining Knauf in February 2009, Dr. Schuetz held various management positions in Finance, Business Development, Mergers & Acquisitions, Project Management and General Management in the fluid power industry at Mannesmann and Bosch Rexroth, including as CEO of Rexroth Mexico and Central America from August 2000 to August 2007. From 1998 to 2000, based in Beijing, China, he was responsible for the Finance, Tax and Legal division at Mannesmann (China) Ltd., the holding company for a number of affiliated companies of the Mannesmann Group, including Rexroth, Demag, Sachs and VDO. In 2003, Dr. Schuetz completed the Robert Bosch North America International General Management Program at Carnegie Mellon University. Dr. Schuetz brings a wealth of experience in major growth regions of the world, including Asia and Latin America and global insights into markets and customers to the Company, including the hydraulics industry. Dr. Schuetz holds a Ph.D. in international commercial law from the University of Muenster, Germany. | | ● | C | ● | | | Ian Walsh, 59 Independent Director Director Since: June 2025 | Chief Executive Officer of FDH Aero, a supply chain solutions provider for the aerospace and defense industries, Mr. Walsh brings 35 years of leadership experience in the commercial aerospace, defense, and industrial industries. Prior to his role at FDH Aero, he served as President, CEO, and Chairman of the Board at Kaman Corporation (formerly NYSE: KAMN) from September 2020 to February 2025 a global manufacturer of highly engineered subassemblies, components, parts, sensors and fusing, aircraft, and visionary behind Kaman's KARGO UAV. Before Kaman, he was the Chief Operating Officer for the REV Group (NYSE: REVG) from June 2018 to September 2020, a leading manufacturer of specialty vehicles, producing fire engines, ambulances, recreational vehicles, and commercial buses. Mr. Walsh spent 20 years at Textron Inc. (NYSE: TXT) where he led TRU Simulation + Training as the President and Chief Executive Officer, providing flight simulation and aircraft training products to the global commercial, civil and military aviation training markets. Mr. Walsh served as an officer and naval aviator in the U.S. Marine Corps from 1989 to 1996, piloting Super Cobra attack helicopters with combat tours in Somalia, Haiti and Bosnia. Mr. Walsh earned a bachelor's degree from Hamilton College, a Master of Public Administration from Harvard University’s John F. Kennedy School of Government and a Master of Business Administration from the Harvard Business School. He completed Textron’s Global Leadership Program at the University of Pennsylvania’s Wharton School and the Senior Executive Leadership Training at Duke’s Fuqua School of Business. Mr. Walsh is a life member on the Council of Foreign Relations and is a certified Six Sigma Black Belt in operations. Mr. Walsh was recommended to the Nominating Committee by Spencer Stuart, an executive search firm. | ● | | | ● |

  8. Directors and Executive Officers

    | 8 | 2026 Proxy Statement | |

  9. Directors and Executive Officers

    | | Name/Age/Tenure | Biographies | | | Sean Bagan, 50 President and Chief Executive Officer & Director Executive Officer Since: August 2023 | Mr. Bagan's biography is provided above in Director's Biographies. | | | Billy Aldridge, 54 President, Electronics Executive Officer Since: April 2025 | President of Electronics since April 2025. Previously served as the Senior Vice President, Managing Director of Enovation Controls since May 3, 2021. He joined FW Murphy, a division of Enovation Controls, in 2008 as the OEM Sales Manager where he grew the marine market prior to stepping into a director position in 2015 and then in 2018 moving to the Vice President of Business Development. Mr. Aldridge joined MerCruiser/Mercury, part of the Brunswick Corporation in 2000, where he earned his Lean Six Sigma and worked in many different functional areas including Supply Chain, Program Management & OEM Sales. He has a bachelor’s degree in Sociology from Oklahoma State University. | | | Matteo Arduini, 53 President, Hydraulics, Fluid Conveyance Technology Executive Officer Since: June 2019 | President of Hydraulics, Fluid Conveyance Technology, as part of the Hydraulics Segment, previously President, QRC since June 18, 2019. Previously served as General Manager as well as Chief Financial Officer at Faster. From September 2012 to April 2018, Mr. Arduini was with Brevini/Dana Incorporated (NYSE: DAN). He served as the CFO of the Brevini Group and the project leader in Dana’s acquisition of Brevini Group as well as Head of Finance in Dana Brevini Italy. With previous professional experience with Ernst & Young, Ferrari Cars and Technogym, Mr. Arduini graduated from the University of Parma in 1998 with a degree in Economics. | | | Jeremy Evans, 50 Executive Vice President, Chief Financial Officer Executive Officer Since: September 2025 | Executive Vice President, Chief Financial Officer since November 2025. Mr. Evans joined the Company in January 2024 as Corporate Controller. He was promoted to Chief Accounting Officer in September 2025. Previously Mr. Evans accumulated 25 years of progressive operational and financial management leadership experience with Tech Data, now TD SYNNEX Corporation (NYSE: SNX) serving as Vice President, Accounting Transformation from 2018 until immediately prior to joining Helios. He earned his Bachelor of Arts degree with a double major in Math and Spanish from Eckerd College, received a Master of Business Administration from the University of Sarasota, and received a Certified Public Accountant (CPA) license from the state of Florida. | | | Marc Greenberg, 49 Executive Vice President, General Counsel & Secretary Executive Officer Since: January 2022 | Executive Vice President, General Counsel & Secretary since January 2022, having served as Associate General Counsel since January 2021 when he joined the Company. Previously General Counsel to Diversified Maintenance Systems, LLC, a national facilities maintenance services company, from January 2019 to January 2021. Served as Associate General Counsel at Welbilt Corporation (NYSE: WBT), a global manufacturer of commercial foodservice equipment, from 2016-2019. Prior to his corporate experience, Mr. Greenberg was a litigation attorney in the New York/New Jersey area for over seven years. He began his career in New York, New York, as a Commercial Real Estate Agent for Newmark Group, Inc. in 1998 before working as a Corporate Specialist for Computershare Trust Company in November 2001. In addition to over 16 years of legal experience, Mr. Greenberg holds a Bachelor’s degree in Economics from Muhlenberg College in Allentown, Pennsylvania, as well as a Juris Doctorate degree from Nova Southeastern in Davie, Florida, and an MBA from Louisiana State University. | | | Rick Martich, 55 President, Hydraulics, Motion Control Technology Executive Officer Since: March 2023 | President of Hydraulics, Motion Controls Technology, as part of the Hydraulics Segment, previously President Hydraulics, Americas, since March 2023, which includes Sun Hydraulics, Daman Products, NEM Hydraulics, and Schultes Precision Manufacturing. Previously served as interim Co-General Manager of Sun Hydraulics through a transition in 2020. Mr. Martich joined Enovation Controls in 2006 and progressed from managing customer service & quality, to leading global manufacturing, and then global operations and international sales. He helped lead the team when it was acquired by Helios Technologies in 2016 and was then promoted to Senior Vice President, Global Manufacturing Operations for Helios Technologies in November 2020. Mr. Martich began his career in 1994 as a process/project engineer with PPG Industries. He went on to The Boeing Company where he led Lean Manufacturing activities on the 777 Floor Beam value stream and implemented Toyota Production System concepts & tools. He then spent time with Level 3 Communications where he progressed through a variety of roles across finance, engineering, and field services. A Six-Sigma Black Belt, as well as Gemba & Distribution Kaizen Coach, he holds a Bachelor of Mechanical Engineering degree from Georgia Tech and an MBA from The University of Tulsa with a focus in finance. |

  10. Directors and Executive Officers

    | | 2026 Proxy Statement | 9 |

  11. Management Transition

    Management Transition Promotion of Mr. Bagan to President & Chief Executive Officer Mr. Bagan, who was previously acting as Interim President & Chief Executive Officer, was promoted to the role of President & Chief Executive Officer effective January 6, 2025, in addition to his role as Chief Financial Officer, which he held through October 2025. Mr. Bagan was also nominated to serve as a director to the Company's Board. In connection with his promotion, Mr. Bagan was entitled to an annual base salary of $704,000. In addition, under the Company's incentive plans, his STI target was set at 100% of his base salary and his LTI target was set at 200% of his base salary. Mr. Bagan is not entitled to any compensation for his service as a director on the Company's Board. Promotion of Mr. Evans to Chief Accounting Officer and then Executive Vice President, Chief Financial Officer Effective September 1, 2025, Mr. Evans was promoted to Executive Vice President & Chief Accounting Officer of the Company. In connection with his such role, Mr. Evans was entitled to an annual base salary of $275,000. In addition, under the Company's incentive plans, his STI target was set at 50% of his base salary and his LTI target was set at 65% of his base salary. On November 17, 2025, Mr. Evans assumed the role of Chief Financial Officer of the Company. In connection with this promotion, Mr. Evans’ annual base salary was increased to $425,000. In addition, under the Company's incentive plans, his STI target was increased to 60% of his base salary and his LTI target was increased to 120% of his base salary. Departure of Chief Financial Officer Mr. Connaway was separated from the Company effective November 16, 2025. This separation constituted a termination by the Company without cause pursuant to the Severance Agreement in place with Mr. Connaway. Pursuant to the Severance Agreement in place with Mr. Connaway, he is entitled to receive continuation of his annual base salary for twelve months, a payment equal to the value of his 2025 prorated STI compensation target, and continuing health and welfare benefits, at Company expense, for a period of twelve months. Mr. Connaway signed a general release with the Company which requires compliance with the restrictive covenants set forth in the release with the Company for a period of twelve months following his termination.

  12. Policies and Practices Related to the Grant of Certain Equity Awards

    Policies and Practices Related to the Grant of Certain Equity Awards Our Compensation Committee approves equity awards granted to our named executive officers on or before the grant date. The Compensation Committee does not take material non-public information into account when determining the timing and terms of such awards. We have not timed the disclosure of material non-public information for the purpose of affecting the value of executive compensation. In 2025, we did not award any stock options to our named executive officers during any period beginning four business days before the filing of a periodic report on Form 10-Q or

  13. Policies and Practices Related to the Grant of Certain Equity Awards

    | 32 | 2026 Proxy Statement | |

  14. Policies and Practices Related to the Grant of Certain Equity Awards

    Form 10-K or the filing or furnishing of a current report on Form 8-K disclosing material non-public information and ending one business day after the filing or furnishing of such report with the SEC.

  15. Components of Executive Compensation

    Components of Executive Compensation 2025 Compensation Program To align pay with performance and to offer market-based compensation to attract and retain top talent, the Compensation Committee engaged Mercer to perform a comprehensive review of our compensation program in 2024. The result was a set of were recommended changes to our 2025 compensation plans intended to more closely tie each executive's pay with the Company’s financial and operational results relative to performance objectives, while also targeting to incentivize driving improved shareholder returns. The Compensation Committee modified the metrics and weightings in the short-term and long-term incentive plans, including a rTSR modifier metric to align Company goals with shareholder interest. To align, balance, and simplify the program, a new STI distribution of weighting across the metrics was implemented such that Sales, Adjusted EBITDA and Adjusted Free Cash Flow are equally weighted at 30% each, and a Personal Goal metric of 10% is in place for all executive officers. While all LTI compensation for our NEOs continues to be awarded in the form of equity, the Company adjusted the performance metrics to better align with shareholder interests. The LTI award is split 50% time-based RSUs vesting ratably over three years and 50% performance-based stock options that are subject to a three-year performance period. Performance-based stock options are a significant, at-risk component of our NEOs’ compensation tied to Helios’ long-term financial performance. The performance-based portion of the LTI award has three metrics that will ultimately determine the vested amount of stock options, if any, with a potential vesting between 0% and 225% of the target number of performance-based stock options. Sales, and Adjusted EPS for the applicable performance period, in each case based on three-year cumulative results from fiscal years 2025 through 2027, will be equally weighted at 50% and aligned with long-term Company growth targets. The third metric is a rTSR modifier that will either increase or decrease the amount of stock options vesting by up to +/-25%, based on the Company’s Total Shareholder Return performance compared to the Russell 2000 Index over the three-year performance period. For purposes of measuring the Company’s Total Shareholder Return, it will be based on the change in the Company’s stock price during the applicable performance period, taking into account any dividends paid during that period, which are assumed to be reinvested. If Helios’ rTSR compared against the Russell 2000 Index for the performance period is negative, the number of performance-based stock options that vest will decrease, not to exceed a reduction of 25%. If Helios’ rTSR exceeds the Russell 2000 Index for the performance period, the number of the performance-based stock options that vest will increase, not to exceed an addition of 25%. These changes will allow the Company to better align pay with shareholder returns and tie executive compensation to Company performance.

  16. Components of Executive Compensation

    | Pay Element | Breakdown | Key Features | | Short-Term Incentive (STI) | Performance-based cash compensation | • Adjusted EBITDA (30%) • Sales (30%) • Adjusted Free Cash Flow (30%) • Personal Goals (10%) | | Long-Term Incentive (LTI) | Performance-based stock options subject to a three-year performance period (50%) | Metrics are based on Company performance as follows: • Sales (50%) • Adjusted EPS (50%) • rTSR Modifier (+/-25%) | | | Time-based restricted stock units vesting ratably over three years (50%) | Ultimate value impacted by Company stock price |

  17. Components of Executive Compensation

    | 2025 Compensation Elements | | | | | Pay Element | Purpose | Timeframe | Key Features | | Base Salary | Attract and retain executive talent and compensate for performing day-to-day responsibilities | Annual | Fixed cash compensation reviewed annually based on market data, company performance, and executive’s experience and past and potential contributions to the Company | | Short-Term Incentive (STI) | Reward performance against short-term financial drivers only if Company achieves performance targets or objectives | Annual | Metrics are based on the Company's performance as applicable: • Sales (30%) • Adjusted EBITDA (30%) • Adjusted Free Cash Flow (30%) • Personal Goals (10%) | | Performance-Based Stock Options (50% of LTI Grant) | Motivate executives to achieve multi-year corporate financial objectives consistent with the Company’s long-term financial targets | Vest after three years based on performance achievement metrics | Metrics are based on the Company's performance as applicable: • Sales (50%) • Adjusted EPS (50%) • rTSR Modifier (+/-25%) | | Time-Vested Restricted Stock Units (50% of LTI Grant) | Attract and retain executives and motivate support for our long-term strategy | Vest annually pro rata over three years | Ultimate value impacted by Company stock price |

  18. Compensation Policies and Practices

    | What we do | What we don’t do | | ✓ Link executive pay to Company performance through our annual STI and LTI awards | × No single-trigger change-in-control provisions for LTI awards | | ✓ Balance between STI vs. LTI awards, cash vs. equity, and fixed vs. variable pay | × No hedging or pledging by executives or directors of equity holdings | | ✓ Compare executive compensation and Company performance to relevant peer group companies | × No repricing of underwater stock options | | ✓ Require executives and members of the Board to meet minimum stock ownership requirements | × No tax gross-ups | | ✓ Maintain a compensation clawback policy to recapture certain incentive-based pay | × No aspect of our pay policies or practices pose material adverse risk to the Company | | ✓ Provide limited perquisites | |

  19. Compensation Policies and Practices

    Our compensation program is overseen by the Compensation Committee, comprised of independent directors, which operates under a charter that was initially updated by the Board on November 1, 2021, after the Company moved to the New York Stock Exchange and then refreshed in March 2026. The Compensation Committee reviews the compensation of each individual executive officer annually. The Compensation Committee also makes equity awards under compensation plans approved by the Board and, where required, by the shareholders, to the Chief Executive Officer and to other key management employees on the recommendation of the Chief Executive Officer. Compensation Program & Peer Group Reviews While the Compensation Committee does consider comparative compensation information to gain a general understanding of current compensation practices in the market, it does not benchmark or ultimately target a specific percentile or data point in assessing competitiveness for our compensation programs. Individual opportunities vary based on length of time with the Company, individual performance and level of leadership responsibility within the Company, and other factors. The Company’s compensation program generally seeks to align executive pay with the executive and Company performance and business objectives in order to retain key talent and reward high-performing executives to maintain a strong management team. The Compensation Committee engages independent compensation consultant, Mercer, to review our compensation philosophy and the competitiveness of the NEOs compensation levels. The Compensation Committee conducted an assessment to evaluate whether the work performed by Mercer raises a conflict of interest. Based upon that assessment, the Compensation Committee determined that no conflict of interest exists. For 2025, Mercer's executive compensation review for Company NEOs included a full competitive assessment of each executive's compensation elements including: base salary, STI, target total cash compensation, LTI and target total direct compensation. To conduct the review, Mercer examined an array of market data sources including total compensation data from peer group published Proxy Statements, as well as published compensation survey data from multiple sources. Data from these sources was then individually matched to each NEO based on title, job, functional responsibility and sales scope where possible. Mercer then proposed a 2025 Peer Group. The Compensation Committee reviewed information on sales, income, and executive compensation for other United States public manufacturing companies and selected businesses of similar size and scope. The Compensation Committee also considered information on compensation practices, including employee benefits, from manufacturing companies in other countries in which we operate to help ensure we maintain competitiveness in the markets in which our executive officers work and reside.

  20. Compensation Policies and Practices

    | 2025 Peer Group Companies | | | Albany International Corp. | Lindsay Corp. | | Badger Meter, Inc. | Mueller Water Products, Inc. | | Barnes Group | NV5 Global, Inc. | | Dorman Products, Inc. | Protolabs, Inc. | | Douglas Dynamics, Inc. | RBC Bearings Incorporated | | Enpro Industries, Inc. | Standex International | | ESCO Technologies Inc. | Tennant Company | | Franklin Electric Co., Inc. | The Gorman-Rupp Company | | John Bean Technologies | Trimas Corp. | | Kadant, Inc. | Watts Water Technologies, Inc. |

  21. Compensation Policies and Practices

    The 2025 peer group includes primarily companies in the industrial machinery industry similar in size to the Company based on sales and market capitalization, and with which the Company competes for talent. At the time 2025 compensation levels were set, the Company’s percentile rank for sales and market capitalization compared to the 2025 peer group were as follows:

  22. Compensation Policies and Practices

    | 2025 Peer Group | | | | Percentile Rank | Sales (in millions) 1 | Market Capitalization (in millions) 1 | | 25th Percentile | $736 | $1,297 | | Median | $1,018 | $2,720 | | 75th Percentile | $1,587 | $3,491 | | Helios Technologies 2 | $827 | $1,356 | | Helios Technologies Percentile Rank | 30% | 26% |

  23. Compensation Policies and Practices

    | 2025 Peer Group Deletions | | Chart Industries, Inc. | | CIRCOR International, Inc. | | Enerpac Tool Group |

  24. Fiscal 2025 Annual Incentive Performance

    Fiscal 2025 Annual Incentive Performance Executive pay includes a mix of fixed compensation (base salary and benefits) and variable pay (annual and long-term incentives) that is based on meeting a combination of short and long-term goals. A significant portion of executive pay is “at risk” based on a continued service requirement or based on meeting performance goals to align executive pay with the long-term goals of the Company. The following charts illustrate the target total direct compensation mix for the CEO and the average for the other NEOs as a group for the 2025 year.

  25. Fiscal 2025 Annual Incentive Performance

    | Company CEO Target Total Compensation Mix | Company Average All Other NEOs Target Total Compensation Mix | | | |

  26. Fiscal 2025 Annual Incentive Performance

    The Compensation Committee determines executive compensation with the following elements: base salary, STI, LTI, and benefits. ”Pay at risk” as shown in the graphics above represents pay that is tied to continued service or Company performance. In 2025, long-term compensation for the NEOs was allocated 50% to time-based restricted stock units ("TB-RSU") and 50% to performance-based stock options ("PB-O"). Base Salary Our approach to compensating executive officers is to pay salaries generally competitive with salaries paid to executives of other manufacturing companies, particularly in our geographic areas. In addition, the Compensation Committee believes that the Company's overall financial performance should influence the general level of salary increases and reviews salaries annually. Any base salary increases are ultimately determined and approved by the Compensation Committee. Based on the foregoing factors, salary for 2025 for the NEOs are set forth in the following table:

  27. Fiscal 2025 Annual Incentive Performance

    | Named Executive Officer | 2024 Annual Salary Rate (as of year end) | 2025 Annual Salary Rate (as of year end) | | Sean Bagan | $440,000 | $705,000 | | Jeremy Evans (1) | $225,000 | $425,000 | | Marc Greenberg | $400,000 | $400,000 | | Matteo Arduini (2) | $378,847 | $394,852 | | Rick Martich | $300,000 | $300,000 | | Michael Connaway (3) | N/A | $530,000 |

  28. Fiscal 2025 Annual Incentive Performance

    (1) Mr. Evans' salary reflects his promotion to Executive Vice President, Chief Financial Officer in November 2025. (2) Mr. Arduini’s salary was paid in Euros based on an average conversion rate during the year. For purposes of this disclosure and to exchange rate, all cash amounts for Mr. Arduini have been converted to U.S. dollars at an average exchange rate of €1 to $1.13 for 2025 and €1 to $1.08 for 2024. The amount reported for Mr. Connaway in the table above reflects his annual salary in effect immediately prior to his separation.

  29. Fiscal 2025 Annual Incentive Performance

    | | 2026 Proxy Statement | 37 |

  30. Fiscal 2025 Annual Incentive Performance

    Short-Term Incentives In 2025, our STI program continued to harmonize the bonus structure and enhance our pay-for-performance relationship by increasing the program’s alignment with our communicated financial goals and improving the clarity of our plan’s objectives for our employees and shareholders. Targeted cash STI awards for 2025 were based on an objective formula with preset financial targets designed to align with driving improved total Company financial results. The performance metrics for our NEOs 2025 STI program were Adjusted EBITDA (30%), Sales (30%), FCF (30%) and Personal Goals (10%), which examined the achievement of specific goals that an employee set at the beginning of the calendar year measured against the progress of that goal. For purposes of these awards, Adjusted EBITDA is calculated as earnings before interest expense, income taxes, depreciation, amortization and certain other charges. FCF is calculated as net cash provided by operating activities less capital expenditures. The Compensation Committee determines STI payouts based on an objective formula with threshold, target, and maximum performance levels, with a maximum STI payout equal to 200% of target. The Compensation Committee sets STI targets for each of the NEOs consistent with the recommendations set forth by the Mercer study. For 2025, the STI targets for each NEO were as follows:

  31. Fiscal 2025 Annual Incentive Performance

    | Named Executive Officer | 2025 STI Target (as a Percentage of Base Salary) | 2025 STI Target (Expressed in Dollars) | | Sean Bagan | 100% | $705,000 | | Jeremy Evans(1) | 35% - 60% | $115,534 | | Marc Greenberg | 60% | $240,000 | | Matteo Arduini (2) | 60% | $236,911 | | Rick Martich | 60% | $180,000 | | Michael Connaway | 75% | $397,500 |

  32. Fiscal 2025 Annual Incentive Performance

    (1) Represents Mr. Evans' blended target given that his percentage was adjusted multiple times during the year in connection with his role changes. (2) Mr. Arduini’s salary was paid in Euros based on an average conversion rate during the year. For purposes of this disclosure and to exchange rate, all cash amounts for Mr. Arduini have been converted to U.S. dollars at an average exchange rate of €1 to $1.13 for 2025. Annual cash incentive awards for the NEOs in 2025 were contingent on the attainment of Company performance metrics approved by the Compensation Committee. Metrics and goals were set using the 2025 budget of the Company to determine target goal levels. For 2025, the Compensation Committee set annual incentive cash targets for all NEOs and approved a payout based on achievement against the following performance metrics. The final metrics were adjusted to remove the fourth quarter budget of Custom Fluidpower as a result of the divestiture timing.

  33. Fiscal 2025 Annual Incentive Performance

    | $ in millions | Threshold | Target | Maximum | Result | Payout | Total Payout | | Metric and Weighting | (0% payout) | (100% payout) | (200% payout) | | Percentage | Percentage | | Adjusted EBITDA (30%) | $131 | $163 | $180 | $161 | 96% | 29% | | Sales (30%) | $734 | $815 | $897 | $839 | 129% | 38% | | Adjusted Free Cash Flow (30%) | $57 | $72 | $79 | $102 | 200% | 60% | | Personal Goal (10%) | 0% | 10% | 20% | Varied(1) | Varied(1) | Varied(1) | | Overall Payout Percentage | | | | | | 127% |

  34. Fiscal 2025 Annual Incentive Performance

    (1) Personal Goal payout is determined by an individual's annual performance rating in connection with the Company's annual performance management process.. Award Payouts After fiscal year-end, the Compensation Committee determined the extent to which the goals were satisfied, with partial or full satisfaction warranting partial or full payout of the cash incentive awards. The award opportunity as a percentage of each NEOs base salary, target and maximum award levels, and actual award payouts are set forth in the table below. While base salary reflects amounts earned during fiscal 2025, as shown in the Fiscal 2025 Summary Compensation Table, non-equity incentive compensation is based on each executives annual base salary rate for 2025.

  35. Fiscal 2025 Annual Incentive Performance

    | 38 | 2026 Proxy Statement | |

  36. Fiscal 2025 Annual Incentive Performance

    | Named Executive Officer | Target as a % of Base Salary | Target % Payout | Maximum % Payout | Company Performance % Payout | Individual Performance Goals % Payout | Actual Weighted % Payout | Actual Payout ($) | | Sean Bagan | 100% | 100% | 200% | 127% | 130% | 140% | $987,000 | | Jeremy Evans | 35% - 60%(1) | 100% | 200% | 127% | 120% | 139% | $160,592 | | Marc Greenberg | 60% | 100% | 200% | 127% | 120% | 139% | $333,600 | | Matteo Arduini | 60% | 100% | 200% | 127% | 100% | 137% | $324,568(2) | | Rick Martich | 60% | 100% | 200% | 127% | 130% | 140% | $252,000 | | Michael Connaway | 75% | 100% | 200% | - | - | 0% | $0(3) |

  37. Fiscal 2025 Annual Incentive Performance

    Represents Mr. Evans' various targets given that his percentage was adjusted multiple times during the year in connection with his role changes. (2) Mr. Arduini’s salary was paid in Euros based on an average conversion rate during the year. For purposes of this disclosure and to exchange rate, all cash amounts for Mr. Arduini have been converted to U.S. dollars at an average exchange rate of €1 to $1.13 for 2025. (3) Severance payout included a prorated STI payment in accordance with his Executive Severance Agreement, as further described below. Performance Achievement Awards In 2025, after discussions with the Compensation Committee and in an effort to reward certain executives for their work associated with the CFP divestiture, the Board approved a $100,000 bonus to each of Mr. Greenberg and Mr. Martich and approved a $75,000 bonus to Mr. Evans. In addition, for his joint role during the majority of 2025 as President and Chief Executive Officer as well as Chief Financial Officer, the Compensation Committee approved a $230,810 bonus in 2025 to Mr. Bagan, and also approved the grant (in 2026) to Mr. Bagan of 3,500 RSUs. Sign-On Bonus In connection with his appointment as Chief Financial Officer, Mr. Connaway received a cash sign-on bonus in the amount of $150,000. Long-Term Incentives We use equity awards as LTI awards for executive officers and other key managers. In January 2025, the Compensation Committee adjusted the performance metrics to better align with shareholder interests. The LTI award is split between 50% time-based RSUs vesting ratably over three years and 50% performance-based stock options with vesting subject to a three year performance period. The time-based restricted stock units generally vest annually pro rata over three years. The Compensation Committee determined this form of long- term compensation, tied to value creation for the Company, aligns the interests of officers with those of shareholders. The objectives of the time-based restricted stock unit awards are to reward officers for long-term service, encourage retention, and promote equity ownership in the Company. Mr. Connaway’s new hire grant of time-based restricted stock units was scheduled to vest annually pro rata over two years, but was forfeited upon his separation. The performance-based portion of the LTI award has three metrics that will ultimately determine the vested amount of stock options, if any, with a potential vesting between 0% and 200% of the target number of performance-based stock options, with the potential to increase to 225% with a rTSR Modifier. Sales and Adjusted EPS for the applicable performance period, in each case based on three-year cumulative results from fiscal years 2025 through 2027, will be equally weighted at 50% tied to long-term Company growth targets. The third metric is a rTSR Modifier that will either increase or decrease the amount of stock options vesting by up to +/-25%, based on the Company’s Total Shareholder Return performance compared to the Russell 2000 Index over the three-year performance period. For purposes of measuring the Company’s Total Shareholder Return, it will be based on the change in the Company’s stock price during the applicable performance period, taking into account any dividends paid during that period, which are assumed to be reinvested. If Helios’ rTSR compared against the Russell 2000 Index for the performance period is negative, the number of performance-based stock options that vest will decrease, not to exceed a reduction of 25%. If Helios’ rTSR exceeds the Russell 2000 Index for the performance period, the number of the performance-based stock options that vest will increase, not to exceed an addition of 25%. These changes will allow the Company to better align pay with shareholder returns and tie executive compensation to Company performance. All time-based restricted stock units and performance-based stock options (upon exercise) are settled in Company common stock. In setting LTI award levels as a percentage of base salary, the Compensation Committee considered the results of Mercer’s competitive market analysis in an effort to better align executives’ award levels with the median of peer company award levels. For 2025, our NEOs were awarded the following time-based restricted stock units and performance-based stock options:

  38. Fiscal 2025 Annual Incentive Performance

    | | 2026 Proxy Statement | 39 |

  39. Fiscal 2025 Annual Incentive Performance

    | Named Executive Officer | Target as a % of Base Salary | Number of Time-based Restricted Stock Units Awarded | Number of Performance-based Stock Options Awarded | | Sean Bagan | 200% | 17,714 | 37,927 | | Jeremy Evans | 50% - 120% (1) | 990 | 2,118 | | Marc Greenberg | 110% | 5,528 | 11,835 | | Matteo Arduini | 110% | 5,077 | 10,870 | | Rick Martich | 110% | 4,146 | 8,876 | | Michael Connaway (2) | 150% | 6,500 | — |

  40. Fiscal 2025 Annual Incentive Performance

    Represents Mr. Evans' various targets given that his percentage was adjusted multiple times during the year in connection with his role changes. (2) Mr. Connaway received an off-cycle grant in connection with his hire in October 2025, which was entirely composed for time-based RSUs. Mr. Connaway was separated from the Company in November 2025. He forfeited these awards as a result of the separation.

  41. 2023-2025 LTI Equity Awards and Results

    2023-2025 LTI Equity Awards and Results Corporate Executives The below table presents the results of the performance-based restricted stock units granted in 2023 to corporate executive Mr. Greenberg that could be earned based on meeting performance goals. Mr. Bagan and Mr. Evans were not eligible as they were not with the Company in 2023 at the time of grant. The units were subject to a 3-year performance period that ran from 2023 – 2025. The Compensation Committee determined that no portion of the award was earned as a result of the performance achievement described in the table below:

  42. 2023-2025 LTI Equity Awards and Results

    | Measure and Weighting | Threshold | Target | Maximum | Result | Payout Percentage | | | (0% payout) | (100% payout) | (200% payout) | | | | Adjusted EBITDA Margin (50%) | 22.6% | 23.3% | 24.1% | 19.5% | 0% | | Adjusted EPS (50%) | $11.52 | $12.55 | $14.09 | $7.00 | 0% | | Overall Payout Percentage | | | | | 0% |

  43. 2023-2025 LTI Equity Awards and Results

    Segment Executives The below table presents the results of the performance-based restricted stock units granted in 2023 to segment-level executives Mr. Arduini and Mr. Martich that could be earned based on meeting performance goals applicable to the Hydraulics segment. The units were subject to a 3-year performance period that ran from 2023 – 2025. The Compensation Committee determined that no portion of the awards was earned as a result of the performance achievement described in the table below.

  44. 2023-2025 LTI Equity Awards and Results

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  45. 2023-2025 LTI Equity Awards and Results

    | Measure and Weighting | Threshold | Target | Maximum | Result | Payout Percentage | | | (0% payout) | (100% payout) | (200% payout) | | | | Segment Adjusted EBITDA Margin (50%) | 27.9% | 28.6% | 29.5% | 24.5% | 0% | | Segment Adjusted EPS (50%) | $10.17 | $11.37 | $13.22 | $7.91 | 0% | | Overall Payout Percentage | | | | | 0% |

  46. Risks Arising from Compensation Policies and Practices

    Risks Arising from Compensation Policies and Practices The Board has determined its compensation policies and practices do not motivate imprudent risk-taking or encourage Company leaders to make decisions that might be beneficial in the short-term at the expense of creating long-term Company value. The Company’s long-term compensation program, as described above, relies on general criteria not primarily focused on or for the achievement of short-term objectives but, rather, what is in the long-term best interest of the Company. The equity awards granted under the program are generally determined in the first quarter of the year. For 2025, annual awards were granted at the first quarter meeting of the Compensation Committee, other than the grant of time-based RSUs to Mr. Connaway, which was made in connection with his hire in October 2025. To assess compensation risk, the Compensation Committee reviewed the policies and practices of the Company and determined they do not create risks reasonably likely to have a material adverse effect on the Company. In conducting this review, the Compensation Committee noted the following risk-mitigating features of the compensation policies and practices: • Balance among short-term and long-term incentives, cash and equity, and fixed and variable pay • Multiple performance metrics • Stock ownership and holding guidelines • Anti-hedging policy • Clawback policy • Limited Change-In-Control (CIC) benefits Stock Ownership Guidelines To better link management’s interests with those of shareholders, the Board of Directors has implemented stock ownership guidelines for the Company’s NEOs. Our Compensation Committee conducts an annual review to assess compliance with the guidelines. The ownership guidelines specify a number of shares Company executives must acquire and hold within five years of appointment as an executive officer. In determining whether an executive has met the stock ownership guidelines, all shares and units (vested or unvested) held by him or her will be counted, including those held jointly or in common with a spouse or dependent children or held in his or her individual retirement account, or 401(k) plan or similar benefit plan. The Company does not count stock options for guidelines purposes. As of the date of this filing, each of the Company’s continuing NEOs are in compliance with the stock ownership guidelines or are within the initial five-year period following appointment, as set forth in the following table:

  47. Employment Agreements and CIC Provisions

    Employment Agreements and CIC Provisions The Company typically does not enter into employment agreements with its NEOs. However, as customary in Italy, an employment agreement was entered into with Mr. Arduini in connection with his promotion to the role of General Manager and Managing Director of Faster (known internally as “President, QRC”). The Company also has entered into continuity and severance agreements with each of the NEOs to protect them from loss of income in the case of CIC and to provide protections for the Company and the NEOs covering employment related issues as well as confidentiality.

  48. Employment Agreements and CIC Provisions

    | | 2026 Proxy Statement | 41 |

  49. Employment Agreements and CIC Provisions

    Mr. Arduini Employment Agreement The Company entered into an employment agreement with Mr. Arduini effective January 1, 2019, in connection with his promotion to the role of General Manager and Managing Director of Faster. Mr. Arduini’s employment agreement sets forth an annual gross base salary, target cash bonus (short-term incentive or “STI”), and participation in the Helios Long-Term Incentive (LTI) Plan. Mr. Arduini’s employment agreement also provides for an annual amount as consideration for entering into the non-competition agreement, as required by Italian law for the enforcement of certain restrictive covenants. The amount is included in his base salary. Mr. Arduini’s employment agreement was amended in 2020 and 2021 to reflect increases in his compensation package. For 2025, Mr. Arduini’s base salary was $394,852, his target STI percentage was 60% of his base salary, and the total value of his LTI was 110% of his base salary. Mr. Arduini’s 2025 LTI award consisted of 50% time-based restricted stock units (“RSUs”), and 50% performance based stock options. Mr. Arduini has an opportunity to earn up to 200% of his target STI award and up to 225% of the portion of his LTI award that consists of performance based stock options for exceptional achievement of performance metrics. In addition, Mr. Arduini received a vehicle allowance in the amount of $41,836, which are paid in Euros and converted to U.S. dollars (for purposes of this disclosure) using an average exchange rate for 2025 of $1.13/Euro. Executive Officer Continuity Agreements The Company entered into Executive Officer Continuity Agreements (“Continuity Agreements”) with each of the Company’s NEOs: Mr. Bagan, Mr. Evans, Mr. Greenberg, Mr. Arduini, Mr. Martich and Mr. Connaway. The Continuity Agreements provide for certain benefits to be paid to the executive in connection with a termination of employment that takes place in connection with a CIC” (as defined in the Continuity Agreements). The Continuity Agreements supersede and replace any prior agreements. The Continuity Agreements provide that on termination of the executive’s employment or other triggering event during the two-year period immediately following, or within 90 days prior to, a change in control, as defined in the Continuity Agreements, he or she is entitled to a lump-sum payment equal to twice the amount of his or her annual salary, plus the cash value at the time of grant of the executive’s current year short-term compensation award, and continuing medical benefits, at the Company’s expense, for the executive and his or her family, for a period of 24 months. The executive also is entitled to immediate vesting of, and an extended period following termination, to exercise all unvested and unexercised stock options and immediate vesting and lapse of all forfeiture provisions relating to, and restrictions upon transfer of, all previously issued shares and restricted stock units. To receive the payment and benefits under the Continuity Agreement, the executive must execute a general release and comply with the restrictive covenants set forth in his or her other agreements with the Company during the 24-month period following termination of employment. Executive Officer Severance Agreement The Company entered into Executive Officer Severance Agreements (“Severance Agreements”) with each of the Company’s NEOs: Mr. Bagan, Mr. Evans, Mr. Greenberg, Mr. Arduini, Mr. Martich and Mr. Connaway. The Severance Agreements provide for certain benefits to be paid to the executive in connection with a termination of employment that does not occur in connection with a change in ownership or control of the Company. Mr. Arduini is based in Italy and his Italian employment contract would supersede the Severance Agreement where the provisions are more favorable. The Severance Agreements provide that on an “Involuntary Termination of Employment” (as defined in the Severance Agreement), the executive is entitled to a continuation of his or her annual base salary for twelve months, a payment equal to the target value at the time of grant of the executive’s current year short-term compensation award, and continuing medical benefits, at Company expense, for the executive and his or her family for a period of twelve months. To receive the payment and benefits under the Severance Agreement, the executive must comply with a number of conditions including, executing a general release and complying with the restrictive covenants set forth in his or her agreement(s) with the Company for a period of twelve months following termination of employment. Mr. Arduini is entitled to certain additional severance components pursuant to his employment contract and Italian law in the event of an Involuntary Termination. In the event a benefit is higher under Italian law provided for under his Severance Agreement, Italian law will govern with the higher term. Based on the events and reasons for the termination, Mr. Arduini may receive, based on his current seniority with the Company, six months of notice period compensation plus up to eight months of supplemental indemnity, the average amount of his short-term incentive award (based on the last three years), an amount, for the duration of his notice period for continued coverage on his health and welfare plans, his car and housing allowances, and contributions to his pension schemes. In addition, Mr. Arduini will receive consideration for the value of his non-competition clause (the difference between 50% of his annual salary for three years less payments already made). On February 23, 2026, the Company entered into an Amended and Restated Executive Officer Severance Agreement (“Amended CEO Agreement”) with Mr. Bagan to increase the base salary continuation payable on an Involuntary Termination of Employment from twelve months to 24 months.

  50. Employment Agreements and CIC Provisions

    | 42 | 2026 Proxy Statement | |

  51. Employment Agreements and CIC Provisions

    Promotion of Mr. Bagan to President and Chief Executive Officer Mr. Bagan, who was previously acting as Interim President & Chief Executive Officer, was promoted to the role of President and Chief Executive Officer of the Company on January 6, 2025. Mr. Bagan was also nominated to serve as a director to the Company's Board. In connection with his promotion, Mr. Bagan is entitled to an annual base salary of $705,000. In addition, under the Company's incentive plans, his STI target is 100% of his base salary and his LTI target is 200% of his base salary. Mr. Bagan will not be entitled to any compensation for his service as a director on the Company's Board. Promotion of Mr. Evans to Chief Accounting Officer and then to Chief Financial Officer In September 2025, Mr. Evans was promoted to Chief Accounting Officer of the Company. In connection with his promotion, Mr. Evans was entitled to an annual base salary of $275,000. In addition, under the Company's incentive plans, his STI target was set at 50% of his base salary and his LTI target was set at 60% of his base salary. On November 17, 2025, Mr. Evans assumed the role of Chief Financial Officer of the Company. In connection with this promotion, Mr. Evans’ annual base salary was increased to $425,000. In addition, under the Company's incentive plans, his STI target was increased to 60% of his base salary and his LTI target was increased to 120% of his base salary. Departure of Chief Financial Officer As previously disclosed, Mr. Connaway was separated from the Company effective November 17, 2025. This separation constituted an "Involuntary Termination of Employment" under Mr. Connaway's Severance Agreement. Pursuant to the Severance Agreement, Mr. Connaway is entitled to receive continuation of his annual base salary for twelve months ($530,000), a prorated payment of his current year target short-term compensation award ($38,221), and continuing medical benefits, at Company expense, for the executive for a period of twelve months (estimated at $7,943). Mr. Connaway signed a general release with the Company which requires compliance with the restrictive covenants set forth in his agreement with the Company for a period of twelve months following termination.

  52. Employment Agreements and CIC Provisions

    | | 2026 Proxy Statement | 43 |

  53. FISCAL 2025 SUMMARY COMPENSATION TABLE

    FISCAL 2025 SUMMARY COMPENSATION TABLE

  54. FISCAL 2025 SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) (1) | Option Awards ($) (1) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) (2) | Total ($) | | Sean Bagan | 2025 | 713,461 | 230,810 | 692,972 | 705,015 | 987,000 | 54,093 | 3,383,351 | | President & Chief Executive Officer | 2024 | 440,000 | 60,000 | 722,985 | 89,994 | 225,940 | 43,819 | 1,582,738 | | and Chief Financial Officer | 2023 | 176,000 | 113,920 | 506,655 | — | 35,965 | 2,031 | 834,571 | | Jeremy Evans | 2025 | 269,656 | 75,000 | 38,729 | 39,371 | 160,592 | 21,000 | 604,348 | | Executive Vice President, | | | | | | | | | | Chief Financial Officer | | | | | | | | | | Marc Greenberg | 2025 | 407,692 | 100,000 | 216,255 | 219,998 | 333,600 | 54,093 | 1,331,638 | | Executive Vice President, | 2024 | 400,000 | — | 630,765 | 89,994 | 189,600 | 46,125 | 1,356,484 | | General Counsel & Secretary | 2023 | 330,000 | — | 494,384 | — | 59,400 | 9,900 | 893,684 | | Matteo Arduini (3) | 2025 | 394,852 | — | 198,612 | 202,060 | 324,568 | 106,173 | 1,226,265 | | President, Hydraulics EMEA | 2024 | 378,847 | — | 603,829 | 89,994 | 52,281 | 103,553 | 1,228,504 | | Fluid Conveyance Technology | 2023 | 350,000 | — | 514,129 | — | — | 98,992 | 963,121 | | Rick Martich | 2025 | 305,769 | 100,000 | 162,192 | 164,994 | 252,000 | 21,000 | 1,005,955 | | President, Hydraulics | 2024 | 300,000 | — | 378,530 | 89,994 | 41,400 | 18,371 | 828,294 | | Motion Control Technology | 2023 | 270,000 | — | 172,895 | — | 11,484 | 19,800 | 474,179 | | Michael Connaway (4) | 2025 | 112,115 | 150,000 | 367,770 | — | — | 576,572 | 1,206,457 | | Former Executive Vice President, | | | | | | | | | | Chief Financial Officer | | | | | | | | |

  55. FISCAL 2025 SUMMARY COMPENSATION TABLE

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

  56. FISCAL 2025 SUMMARY COMPENSATION TABLE

    | Named Executive Officer | Year | Equity Awards, Assuming Highest Level of Performance Conditions are Achieved ($) | | Sean Bagan | 2025 | $2,279,256 | | Jeremy Evans | 2025 | $127,313 | | Marc Greenberg | 2025 | $711,250 | | Matteo Arduini | 2025 | $653,246 | | Rick Martich | 2025 | $533,427 | | Michael Connaway (4) | 2025 | $367,770 |

  57. FISCAL 2025 SUMMARY COMPENSATION TABLE

    | | 2026 Proxy Statement | 45 |

  58. FISCAL 2025 SUMMARY COMPENSATION TABLE

    All Other Compensation amounts for 2025 are as follows:

  59. FISCAL 2025 SUMMARY COMPENSATION TABLE

    | Named Executive Officer | Year | Perquisites and Other Personal Benefits ($) | Company Contributions to Retirement and 401(k) Plans ($) | Severance Payments / Accruals ($) | Total ($) | | Sean Bagan | 2025 | $33,093(a) | $21,000 | $— | $54,093 | | Jeremy Evans | 2025 | $- | $21,000 | $— | $21,000 | | Marc Greenberg | 2025 | $33,093(a) | $21,000 | $— | $54,093 | | Matteo Arduini | 2025 | $71,520(b) | $34,653 | $— | $106,173 | | Rick Martich | 2025 | $- | $21,000 | $— | $21,000 | | Michael Connaway | 2025 | $- | $408 | $576,164(c) | $576,572 |

  60. FISCAL 2025 SUMMARY COMPENSATION TABLE

    (a) Represents the cost of executive health concierge services which provides an annual health assessment ($12,366) as well as executive financial and tax planning services ($20,227) and HSA contribution ($500). (b) Represents car allowance of $41,836, and amounts contributed to employee’s Trattamento di Fine Rapporto (TFR) (Italian statutory severance plan) of $29,684. (c) Reflects separation benefits in connection with his separation without cause of: continuation of salary for 12 months ($530,000), a payment equal to the value of his 2025 prorated STI compensation target ($38,221), and the continuation of benefits for a period of 12 months ($7,943). (3) Cash amounts for Mr. Arduini are paid in Euros, and for 2025 such amounts have been converted into U.S. dollars based on an average conversion rate of €1 to $1.13 during 2025 and and €1 to $1.08 for 2024 and 2023. Mr. Connaway was separated from the Company in November 2025. Any stock and/or option awards were forfeited upon termination.

  61. FISCAL 2025 SUMMARY COMPENSATION TABLE

    | 46 | 2026 Proxy Statement | |

  62. FISCAL 2025 GRANTS OF PLAN-BASED AWARDS

    FISCAL 2025 GRANTS OF PLAN-BASED AWARDS

  63. FISCAL 2025 GRANTS OF PLAN-BASED AWARDS

    | | | Estimated possible payouts under non-equity incentive plan awards | | | Estimated future payouts under equity incentive plan awards (2) | | | Exercise or base price of option | All Other Stock Awards: Number of Shares of Stock | Grant Date Fair Value of Stock and Option | | Name | Grant Date | Threshold ($) (1) | Target ($) | Maximum ($) | Threshold (#) (1) | Target (#) | Maximum (#) | awards ($/Sh) | or Units (#) | Awards ($) (3) | | Sean Bagan | February 27, 2025 | | | | | | | | 17,714 | 692,972 | | | February 27, 2025 | | | | 0 | 37,927 | 85,336 | 39.80 | | 705,015 | | | December 29, 2025 | — | 705,000 | 1,410,000 | | | | | | | | Jeremy Evans | February 27, 2025 | | | | | | | | 990 | 38,729 | | | February 27, 2025 | | | | 0 | 2,118 | 4,766 | 39.80 | | 39,371 | | | December 29, 2025 (4) | — | 115,534 | 231,068 | | | | | | | | Marc Greenberg | February 27, 2025 | | | | | | | | 5,528 | 216,255 | | | February 27, 2025 | | | | 0 | 11,835 | 26,629 | 39.80 | | 219,998 | | | December 29, 2025 | — | 240,000 | 480,000 | | | | | | | | Matteo Arduini | February 27, 2025 | | | | | | | | 5,077 | 198,612 | | | February 27, 2025 | | | | 0 | 10,870 | 24,458 | 39.80 | | 202,060 | | | December 29, 2025 | — | 236,911 | 473,822 | | | | | | | | Rick Martich | February 27, 2025 | | | | | | | | 4,146 | 162,192 | | | February 27, 2025 | | | | 0 | 8,876 | 19,971 | 39.80 | - | 164,994 | | | December 29, 2025 | — | 180,000 | 360,000 | | | | | | | | Michael Connaway | October 27, 2025 | | | | — | — | — | | 6,500 | 367,770 |

  64. FISCAL 2025 GRANTS OF PLAN-BASED AWARDS

    (1) There are no thresholds for the awards. (2) Represents the number of performance-based stock options granted under the 2023 Equity Incentive Plan. (3) Grant date fair value of awards computed in accordance with FASB ASC Topic 718, with reported values for performance-based awards based on the probable outcome of the performance conditions as of the grant date. Represents Mr. Evans' blended targeted and maximum payout given that his percentage was adjusted multiple times during the year in connection with his role changes.

  65. FISCAL 2025 GRANTS OF PLAN-BASED AWARDS

    | | 2026 Proxy Statement | 47 |

  66. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

  67. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

    | | Option Awards | | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Sean Bagan | | 5,342(7) | | 40.13 | 9/11/2034 | | | | | | | | | 37,927(8) | 39.80 | 2/27/2035 | | | | | | | | | | | | 15,734(1) | 860,807 | 7,219(1) | 394,951 | | Jeremy Evans | | 2,671(7) | | 40.13 | 9/11/2034 | | | | | | | | | 2,118(8) | 39.80 | 2/27/2035 | 1,591(2) | 87,044 | 836(2) | 45,738 | | Marc Greenberg | 1,333 | 2,667(6) | | 50.60 | 10/1/2032 | | | | | | | | 5,342(7) | | 40.13 | 9/11/2034 | | | | | | | | | 11,835(8) | 39.80 | 2/27/2035 | | | | | | | | | | | | 7,121(3) | 389,590 | 5,156(3) | 282,085 | | Matteo Arduini | 874 | | | 39.75 | 2/28/2030 | | | | | | | 1,153 | | | 55.03 | 1/28/2031 | | | | | | | 1,333 | 2,667(6) | | 50.60 | 10/1/2032 | | | | | | | | 5,342(7) | | 40.13 | 9/11/2034 | | | | | | | | | 10,870(8) | 39.80 | 2/27/2035 | | | | | | | | | | | | 6,772(4) | 370,496 | 4,834(4) | 264,468 | | Rick Martich | | 5,342(7) | | 40.13 | 9/11/2034 | | | | | | | | | 8,876(8) | 39.80 | 2/27/2035 | | | | | | | | | | | | 4,964(5) | 271,580 | 2,813(5) | 153,899 |

  68. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

    (1) Unvested time-based stock awards represent restricted stock that will vest as follows: 747 on September 11, 2026, 771 on October 1, 2026, 8,311 on January 3, 2027, and 5,905 on January 3, 2028. Unvested unearned stock awards represent restricted units that are contingent upon the achievement of pre-established performance metrics and vest as follows: up to 200% of 7,219 shares on March 15, 2027 (included in the table at the target payout of 100%). (2) Unvested time-based stock awards represent restricted stock that will vest as follows: 278 on April 1, 2026, 374 on September 11, 2026, 330 on January 3, 2027, 279 on April 1, 2027, and 330 on January 3, 2028. Unvested unearned stock awards represent restricted units that are contingent upon the achievement of pre-established performance metrics and vest as follows: up to 200% of 836 shares on March 15, 2027 (included in the table at the target payout of 100%). (3) Unvested time-based stock awards represent restricted stock that will vest as follows: 969 on January 6, 2026, 747 on September 11, 2026, 3,562 on January 3, 2027, and 1,843 on January 3, 2028. Unvested unearned stock awards represent restricted units that are contingent upon the achievement of pre-established performance metrics and vest as follows: up to 200% of 5,156 shares on March 15, 2027 (included in the table at the target payout of 100%). (4) Unvested time-based stock awards represent restricted stock that will vest as follows: 1,028 on January 6, 2026, 747 on September 11, 2026, 3,304 on January 3, 2027, and 1,693 on January 3, 2028. Unvested unearned stock awards represent restricted units that are contingent upon the achievement of pre-established performance metrics and vest as follows: up to 200% of 4,834 shares on March 15, 2027 (included in the table at the target payout of 100%). (5) Unvested time-based stock awards represent restricted stock that will vest as follows: 515 on January 6, 2026, 747 on September 11, 2026, 2,320 on January 3, 2027, and 1,382 on January 3, 2028. Unvested unearned stock awards represent restricted units that are contingent upon the achievement of pre-established performance metrics and vest as follows: up to 200% of 2,813 shares on March 15, 2027 (included in the table at the target payout of 100%). (6) Unvested options become exerciseable upon achievement of defined stock price thresholds (50% at $80/share and 100% at $90/share). (7) Time-based options become exerciseable on September 11, 2027. Unearned option awards represent options that are contingent upon the achievement of pre-established performance metrics that become exerciseable as follows: up to 225% of the granted option awards on March 15, 2028 (included in the table at the target payout of 100%).

  69. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

    | 48 | 2026 Proxy Statement | |

  70. FISCAL 2025 OPTION EXERCISES AND STOCK VESTED

    FISCAL 2025 OPTION EXERCISES AND STOCK VESTED

  71. FISCAL 2025 OPTION EXERCISES AND STOCK VESTED

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Sean Bagan | — | — | 12,235 | 643,593 | | Jeremy Evans | — | — | 982 | 47,645 | | Marc Greenberg | — | — | 7,326 | 370,783 | | Matteo Arduini | — | — | 7,528 | 377,342 | | Rick Martich | — | — | 4,785 | 245,060 |

  72. Pension Benefits

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

  73. Nonqualified Deferred Compensation

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

  74. Potential Payments Upon Termination or Change of Control

    Potential Payments Upon Termination or Change of Control On June 14, 2019, the Board approved the Continuity Agreement to be entered into with its executive officers. The Continuity Agreement provides that upon termination of the executive’s employment or other triggering event during the two-year period immediately following, or within 90 days prior to, a change in control, as defined in the Continuity Agreement, he or she is entitled to a lump-sum payment equal to twice the amount of his or her annual salary, plus the cash value at the time of grant of the executive’s current year short-term compensation award, and continuing medical, dental, life, disability and hospitalization benefits, at the Company’s expense, for the executive and his or her family, for a period of 24 months. The executive also is entitled to immediate vesting of and an extended period following termination in which to exercise all unvested and unexercised stock options and immediate vesting and lapse of all forfeiture provisions relating to, and restrictions upon transfer of, all previously issued shares of restricted stock units. To receive the payment and benefits under the Continuity Agreement, the executive must execute a general release and comply with the restrictive covenants set forth in his or her other agreements with the Company during the 24-month period following termination of employment. Additionally, on June 14, 2019, the Compensation Committee adopted, and the Board endorsed, a form of Severance Agreement to be entered into with each of the Company’s executive officers. The Severance Agreement provides for certain benefits to be paid to the executive in connection with a termination of employment that does not occur in connection with a change in ownership or control of the Company. The Severance Agreement provides that upon an “Involuntary Termination of Employment” (as defined in the Severance Agreement), he or she is entitled to a continuation of his or her annual base salary for twelve months, a payment equal to the cash value at the time of grant of the executive’s current year short-term compensation award, and continuing medical, dental, life, disability and hospitalization benefits, at Company expense, for the executive and his or her family for a period of twelve months. To receive the payment and benefits under the Severance Agreement, the executive must comply with a number of conditions including, executing a general release and complying with the restrictive covenants set forth in his or her agreements with the Company for a period of twelve months following termination of employment. Mr. Arduini is entitled to certain additional severance components pursuant to his employment contract and Italian law in the event of an Involuntary Termination. In the event a benefit is higher under Italian law that provided for under his Severance Agreement, Italian law will govern with the higher term. Based on the events and reasons for the termination, Mr. Arduini may receive, based on his current seniority with the Company, six months of notice period compensation plus up to eight months of supplemental indemnity, the average amount of his short-term incentive award (based on the last three years), an amount, for the duration of his notice period for continued coverage on his health and welfare plans, his car and housing allowances, and contributions to his pension schemes. In addition, Mr. Arduini will receive consideration for the value of his non-competition clause (the difference between 50% of his annual salary for three years less payments already made). The following table shows the potential payments for continuing NEOs upon a qualifying termination following a change of control, as if termination had occurred on January 2, 2026, the last business day of the 2025 fiscal year:

  75. Potential Payments Upon Termination or Change of Control

    | | 2026 Proxy Statement | 49 |

  76. Potential Payments Upon Termination or Change of Control

    | | Salary ($) | STI ($) | Accelerated Restricted Stock Unit Vesting ($) | Accelerated Stock Option Vesting ($)(1) | Welfare Benefits ($) | Other Benefits ($) | Total ($) | | Sean Bagan(2) | 1,410,000 | 1,410,000 | 1,255,759 | 643,378 | 109,434 | — | 4,828,570 | | Jeremy Evans | 850,000 | 231,068 | 132,781 | 70,523 | 74,672 | — | 1,359,044 | | Marc Greenberg | 800,000 | 480,000 | 671,675 | 265,308 | 84,940 | — | 2,301,922 | | Matteo Arduini | 789,704 | 473,822 | 634,964 | 250,919 | 18,141 | 53,788(3) | 2,221,338 | | Rick Martich | 600,000 | 360,000 | 425,480 | 210,228 | 79,390 | — | 1,675,097 |

  77. Potential Payments Upon Termination or Change of Control

    Amounts assume all unvested options vest at the target level and in the money options are exercised immediately upon termination. (2) As previously disclosed, Mr. Bagan executed an amended Severance Agreement in February 2026 in which he will be entitled to 24 months of base salary continuation. (3) Amount relates to car and housing allowances of $20,918 required under Italian statutory regulations and $32,870 in pension contributions. Cash amounts for Mr. Arduini are paid in Euros, and for 2025 such amounts have been converted into U.S. dollars based on an average conversion rate of €1 to $1.13 during 2025. The following table shows the potential payments for continuing NEOs following an involuntary termination, other than in connection with a change in control, as if termination had occurred on January 2, 2026, the last business day of the 2025 fiscal year:

  78. Potential Payments Upon Termination or Change of Control

    | | Salary ($) | STI ($) | Accelerated Restricted Stock Unit Vesting ($) | Accelerated Stock Option Vesting ($)(1) | Welfare Benefits ($) | Other Benefits ($) | Total ($) | | Sean Bagan | 705,000 | 705,000 | — | — | 54,717 | — | 1,464,717 | | Jeremy Evans | 425,000 | 115,534 | — | — | 37,336 | — | 577,870 | | Marc Greenberg | 400,000 | 240,000 | — | — | 42,470 | — | 682,470 | | Matteo Arduini | 394,852 | 236,911 | — | — | 9,070 | 53,788(2) | 694,621 | | Rick Martich | 300,000 | 180,000 | — | — | 39,695 | — | 519,695 |

  79. Potential Payments Upon Termination or Change of Control

    (1) Amounts assume all unvested options vest at the target level and in the money options are exercised immediately upon termination. (2) Amount relates to a portion of car allowance totaling $20,918 required under Italian statutory regulations and $32,870 in pension contributions. Cash amounts for Mr. Arduini are paid in Euros, and for 2025 such amounts have been converted into U.S. dollars based on an average conversion rate of €1 to $1.13 during 2025. As previously disclosed, Mr. Connaway was separated from the Company effective November 15, 2025. Pursuant to the Severance Agreement in place, Mr. Connaway became entitled to continuation of his annual base salary for twelve months ($530,000), a prorated payment of his current year target short-term compensation award ($38,221), and continuing medical benefits, at Company expense, for the executive for a period of twelve months (estimated at $7,943). Mr. Connaway signed a general release with the Company which requires compliance with the restrictive covenants set forth in his agreement with the Company for a period of twelve months following termination of employment.

  80. CEO to Median Employee Pay Ratio

    CEO to Median Employee Pay Ratio As required under and calculated in accordance with Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and our President & CEO Mr. Bagan. We have determined a reasonable estimate of the ratio of the annual total compensation of Mr. Bagan to the median of the annual total compensation of all employees, excluding the CEOs, to be 68:1. This ratio was calculated as described below using the median of annual total compensation of all employees, other than the CEO, or $49,555, with an annual total compensation of the CEO of $3,383,351. The SEC rules for identifying the median compensated employee (“Median Employee”) and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may use different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios. Per SEC rules, the Company is permitted to use the same median employee in 2025 as was identified for our 2023 pay ratio disclosure using the same methodology and calculations because there has been no change in our employee population or employee compensation arrangements that we reasonably believe would significantly impact our pay ratio disclosures. For purposes of this disclosure, we used December 30, 2023 as the date used to identify the Median Employee (the “Determination Date”). On the Determination Date, the Company

  81. CEO to Median Employee Pay Ratio

    | 50 | 2026 Proxy Statement | |

  82. CEO to Median Employee Pay Ratio

    employed a total of 2,577 employees (including 1,403 employees based in the United States). The Company determined the Median Employee as of the Determination Date by identifying total compensation for the period beginning on January 1, 2023, and ending on December 30, 2023, for employees who were employed by the Company on the Determination Date. This group of employees included all full- and part-time employees but excluded our then-current CEO. The group of employees used to determine the Median Employee does not include any independent contractors or “leased” workers. Further, we did not use any statistical sampling or cost-of-living adjustments for purposes of this CEO pay ratio disclosure. Total compensation used to determine the Median Employee included base wages, overtime, bonus payments, and the grant date fair value of stock compensation granted during the year. A portion of our employee workforce (full-time and part-time) identified above worked for less than the full fiscal year due to commencing employment after January 1, 2023. In determining the Median Employee, we annualized the total compensation for such individuals (but avoided creating full-time equivalencies) based on reasonable assumptions and estimates. Compensation paid in currencies other than U.S. dollars was converted to U.S. dollars based on average exchange rates for the twelve month period ending December 30, 2023. After identifying the Median Employee, we calculated the annual total compensation for 2025 for this employee using the same methodology used for the CEO in the Summary Compensation Table.

  83. Pay vs. Performance Disclosure

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

  84. Pay vs. Performance Disclosure

    | | | | | | | | Value of initial fixed $100 investment based on: | | | | | Year | Summary Compensation Table Total for first PEO(1) | Summary Compensation Table Total for second PEO(2) | Compensation Actually Paid to first PEO(3) | Compensation Actually Paid to second PEO(3) | Average Summary Compensation Table Total for Non-PEO NEOs(4) | Average Compensation Actually Paid to Non-PEO NEOs(3) | Total Shareholder Return | Peer Group Total Shareholder Return(5) | Net Income (in millions) | Adjusted EBITDA (in millions)(6) | | 2025 | 3,383,351 | N/A | 3,282,338 | N/A | 967,263 | 1,281,155 | 106.20 | 189.76 | 48.4 | 160.7 | | 2024 | 6,086,917 | 1,582,738 | (6,293,983) | 1,665,059 | 1,161,167 | 1,190,721 | 86.49 | 205.72 | 39.0 | 154.5 | | 2023 | 5,715,278 | N/A | 4,384,579 | N/A | 1,112,781 | 1,000,437 | 86.51 | 147.20 | 37.5 | 161.4 | | 2022 | 6,544,281 | N/A | 1,486,682 | N/A | 1,035,880 | 283,340 | 103.23 | 113.39 | 98.4 | 205.3 | | 2021 | 5,331,977 | N/A | 10,074,669 | N/A | 1,223,075 | 2,387,841 | 198.39 | 123.43 | 104.6 | 214.1 |

  85. Pay vs. Performance Disclosure

    (1) Josef Matosevic joined the Company in June 2020 and was terminated for cause in July 2024. (2) Sean Bagan was appointed as interim CEO in July 2024. (3) The charts below detail the additions to and deductions from the Summary Compensation Table Totals to calculate the Compensation Actually Paid amounts. (4) The Non-PEO NEOs are comprised of: 2025 - Jeremy Evans, Marc Greenberg, Matteo Arduini, Rick Martich and Michael Connaway (separated in November 2025), 2024 - Marc Greenberg, Matteo Arduini and Lee Wichlacz; 2023 – Sean Bagan, Tricia Fulton (resigned in August 2023), Matteo Arduini, Lee Wichlacz, Jason Morgan (resigned in March 2023) and Marc Greenberg; 2022 – Tricia Fulton, Matteo Arduini, Jason Morgan and Marc Greenberg; 2021 – Tricia Fulton, Matteo Arduini, Jason Morgan, Melanie Nealis (resigned in March 2022) and Jinger McPeak (separated in April 2021). (5) The Company utilized the Dow Jones US Diversified Industries Index, for the peer group. This index has been utilized historically in our Annual Reports on Form 10-K in connection with the performance graph and most closely aligns with our line of business. Adjusted EBITDA was selected as the Company-Selected Measure. A detailed adjusted EBITDA description and reconciliation can be found within our Q4 2024 earnings release included as Exhibit 99.1 to the Company’s Current Report on Form 8-K furnished with the SEC on February 24, 2025.

  86. Pay vs. Performance Disclosure

    | | 2026 Proxy Statement | 51 |

  87. Pay vs. Performance Disclosure

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

  88. Pay vs. Performance Disclosure

    | | 2025 | | 2024 | | | 2023 | | 2022 | | 2021 | | | | First PEO | Average Non- PEO NEOs | First PEO | Second PEO | Average Non- PEO NEOs | PEO | Average Non- PEO NEOs | PEO | Average Non- PEO NEOs | PEO | Average Non- PEO NEOs | | Summary Compensation Table Total | 3,383,351 | 967,263 | 6,086,917 | 1,582,738 | 1,161,167 | 5,715,278 | 1,112,781 | 6,544,281 | 1,035,880 | 5,331,977 | 1,223,075 | | Deduction for value reported in the Stock Awards and Option Awards columns of the SCT | (1,397,987) | (321,996) | (5,414,714) | (812,979) | (626,686) | (4,445,378) | (578,361) | (4,989,614) | (528,649) | (2,135,026) | (426,655) | | Addition for the fair value of equity awards granted and vested in the current year | 57,446 | 12,761 | 789,772 | 60,195 | 125,689 | — | — | — | — | — | — | | Addition for year-end fair value of equity awards granted in the current year and unvested as of the end of the current year | 1,174,586 | 604,463 | — | 837,671 | 572,199 | 3,604,146 | 464,664 | 3,517,429 | 362,285 | 4,104,868 | 503,846 | | Addition / (Deduction) for the change in fair value of equity awards granted in prior years and unvested as of the end of the current year (from prior year-end to year-end) | 29,125 | 3,554 | — | (1,426) | (3,231) | (745,509) | (21,906) | (1,918,378) | (194,346) | 2,555,350 | 827,017 | | Addition / (Deduction) for the change in fair value of equity awards granted in prior years and vested during the current year (from prior year-end to vesting date) | 35,817 | 15,110 | (69,485) | (1,140) | (38,417) | 256,042 | 23,259 | (1,667,036) | (391,830) | 217,500 | 326,594 | | Deduction for the fair value as of the prior year end of equity awards deemed to fail to meet the applicable vesting conditions in the current year | — | — | (7,686,472) | — | — | — | — | — | — | — | (66,036) | | Compensation Actually Paid | 3,282,338 | 1,281,155 | (6,293,983) | 1,665,059 | 1,190,721 | 4,384,579 | 1,000,437 | 1,486,682 | 283,340 | 10,074,669 | 2,387,841 |

  89. Pay vs. Performance Disclosure

    The charts below present the relationship between the PEOs' and average other NEOs’ CAP to the Company and peer group total shareholder return, net income, and adjusted EBITDA margin for the previous five years. The graphical representations demonstrate that both the PEOs and average other NEOs CAP is aligned with shareholder and Company performance. Compensation actually paid to PEOs presented in the charts combine the full year compensation of our two PEOs for the 2024 and three PEOs for the 2020 year even though they only served a partial year. Average compensation paid to other NEOs is impacted by the composition of our NEOs each year. For 2025, compensation included special retention awards given due to the CEO transition.

  90. Pay vs. Performance Disclosure

    | 52 | 2026 Proxy Statement | |

  91. Pay vs. Performance Disclosure

    The relationship between CAP and Company TSR is influenced by equity compensation. The Company’s stock price has a significant impact on compensation actually paid to our NEOs as a large portion of NEO compensation is equity based. Our year-end stock price has fluctuated over the past five years as follows: $105.17 in 2021, $54.44 in 2022, $45.35 in 2023, $44.98 in 2024, and $54.71 in 2025. Net Income in the 2021 and 2022 years benefited from acquisitions. 2023 net income was negatively impacted by macroeconomic factors causing swift shifts to the markets we serve. 2024 net income increased 4% year over year as the markets we serve remained challenged. In 2025 net income was heavily impacted by the gain on the sale of the CFP business, goodwill impairment of the i3PD business as well as benefits from the return to year-over-year sales growth, strong operating performance, lower interest expense, and the majority of our end markets beginning to stabilize. A significant portion of compensation paid to NEOs is based on Company performance. Adjusted EBITDA is a performance metric used in our STI performance payout. Since compensation is directly tied to this measure there is a high degree of correlation between it and compensation. However, CAP is also highly influenced by the Company’s stock price due to the level of equity compensation. The following table lists the four unranked financial performance measures that we believe represent the most important financial performance measures we used to link compensation actually paid to our NEOs to our performance:

  92. Pay vs. Performance Disclosure

    | Most Important Performance Measures | | Sales | | Adjusted Free Cash Flow | | Adjusted Non-GAAP Diluted EPS | | Adjusted EBITDA |

  93. Pay vs. Performance Disclosure

    | | 2026 Proxy Statement | 53 |

  94. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The Compensation Committee is responsible for reviewing and making recommendations to the Board regarding all matters pertaining to compensation paid to directors. Compensation to directors is provided under the Company's Non-Employee Director Compensation Policy (the Director Policy). Directors who also serve as employees of the Company do not receive payment for their services as director. Effective January 1, 2022, the Board approved, after Compensation Committee recommendation, the Director Policy, in which each director is paid a quarterly cash retainer following each regularly scheduled quarterly Board Meeting as well as a quarterly Restricted Stock Unit award as detailed below. The Board believes that compensation of directors under the Directors Policy aligns the interests of directors with those of the shareholders in the long-term growth and profitability of the Company. Directors also are reimbursed for their expenses incurred in connection with their attendance at such meetings. No changes were made to the Director Policy in 2025.

  95. 2025 ANNUAL DIRECTOR COMPENSATION

    2025 ANNUAL DIRECTOR COMPENSATION

  96. 2025 ANNUAL DIRECTOR COMPENSATION

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

  97. Fiscal 2025 Director Compensation

    Fiscal 2025 Director Compensation

  98. Fiscal 2025 Director Compensation

    | Name (1) | Fees Earned or Paid in Cash ($) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Douglas Britt | 88,750 | 173,594(4) | — | 262,344 | | Laura Dempsey Brown | 88,750 | 235,145(5) | — | 323,895 | | Cariappa (Cary) Chenanda | 88,750 | 161,230(6) | — | 249,980 | | Philippe Lemaitre | 22,188 | 64,611(7) | — | 86,799 | | Diana Sacchi | 88,750 | 173,594(8) | — | 262,344 | | Alexander Schuetz | 88,750 | 163,694(9) | — | 252,444 | | Ian Walsh | 44,375 | 77,053(10) | — | 121,428 |

  99. Fiscal 2025 Director Compensation

    (1) Although Mr. Bagan was a member of the board for part of 2025, as President and CEO he did not receive any stock awards or other fees for his service as a director of the Company and his compensation for 2025 is disclosed in the Fiscal 2025 Summary Compensation Table above. Mr. Lemaitre retired as a member of the board as of March 2025. (2) The stock awards represent the aggregate grant date fair value of restricted stock units granted. The RSUs are granted quarterly for service as a director and for attendance at Board meetings and vest one year from the date of the grant. Quarterly grants occurred on March 13, 2025, June 5, 2025, September 18, 2025, and December 17, 2025. (3) We have a travel and reimbursement policy under which we reimburse the expenses of a director’s spouse for travel costs incurred in connection with business of the Board when appropriate. Except as set forth in the “All Other Compensation” column, the cost to the Company for providing these perquisites was less than $10,000 for each director. (4) The grant date fair value of RSUs issued each quarter totaled approximately $43,750. As of January 3, 2026, 4,204 RSUs were unvested. (5) The grant date fair value of RSUs issued in the first quarter totaled approximately $41,250. In addition, was elected as Board Chair in the second quarter and the grant date fair value of RSUs issued for the remainder of the current year totaled approximately $65,250. As of January 3, 2026, 5,585 RSUs were unvested. The grant date fair value of RSUs issued in the first quarter totaled approximately $38,750. In addition, was elected as Governance Chair in the second quarter and the grant date fair value of RSUs issued for the remainder of the current year totaled approximately $41,250. As of January 3, 2026, 3,893 RSUs were unvested.

  100. Fiscal 2025 Director Compensation

    | 54 | 2026 Proxy Statement | |

  101. Fiscal 2025 Director Compensation

    | Director Compensation |

  102. Fiscal 2025 Director Compensation

    Mr. Lemaitre retired from the Board in March 2025. The grant date fair value of RSUs issued in the first quarter totaled approximately $65,250. At retirement all remaining RSUs totaling 3,989 were vested. (8) The grant date fair value of RSUs issued each subsequent quarter totaled approximately $41,250. As of January 3, 2026, 3,964 RSUs were unvested. (9) The grant date fair value of RSUs issued each subsequent quarter totaled approximately $43,750. As of January 3, 2026, 4,204 RSUs were unvested. (10) The grant date fair value of RSUs issued each subsequent quarter totaled approximately $38,730. As of January 3, 2026, 1,405 RSUs were unvested.