DEF 14A of Douglas Dynamics, Inc
Filed Mar 20, 2026 · FY20250001437749-26-009126
ELECTION OF DIRECTORS (Proposal 1)
ELECTION OF DIRECTORS (Proposal 1) Our Board currently consists of seven members. Our Board is divided into three classes for purposes of election. The director or directors in one class are generally elected at each annual meeting of stockholders to serve for a three-year term and until their successors are duly elected and qualified. Each of Jennifer I. Ansberry and Bradley M. Nelson are nominated to hold office until the 2029 meeting of stockholders and until his or her successor is duly elected and qualified, and James L. Janik is nominated to hold office until the 2028 meeting of stockholders and until his successor is duly elected and qualified. Other than the three directors who are nominated for election at our Annual Meeting, our other current directors are not up for election this year and will continue in office for the remainder of their terms. As of the date of this proxy statement, each of the nominees for election has indicated that he or she is able and willing to serve as a director. However, if some unexpected occurrence should require our Board to substitute some other person or persons for one or more of the nominees, it is intended that the shares represented by proxies received and voted for such other candidate or candidates, or not voted, will be voted for another nominee or nominees selected by our Board.
Nominees for Election at the Annual Meeting
Nominees for Election at the Annual Meeting The following sets forth certain information, as of the Record Date, about the nominees for election at our Annual Meeting. Each of the nominees is currently a director of our Company.
Director Nominees for Terms Expiring in 2029
Director Nominees for Terms Expiring in 2029 Jennifer I. Ansberry, 52, is the Executive Vice President, General Counsel and Secretary of Lincoln Electric (NASDAQ: LECO) where she oversees the global legal, government affairs, compliance and environmental, health and safety and sustainability functions. Ms. Ansberry joined Lincoln Electric in 2004 and was elected Executive Vice President, General Counsel and Secretary in 2017. She previously served as Vice President, Deputy General Counsel where she oversaw the company's legal function in global mergers and acquisitions, securities law compliance, and corporate governance and led the company's environmental, health and safety organization. Prior to joining Lincoln Electric, Ms. Ansberry served as an associate at the law firms of Thompson Hine LLP and Keating, Muething & Klekamp LLP. She received her J.D. from the University of Cincinnati - College of Law and received a B.B.A. in accounting from the University of Cincinnati. Ms. Ansberry’s qualifications to serve on our Board include her ongoing senior executive leadership experience at a publicly traded company and her background in legal, compliance and mergers and acquisitions in the manufacturing industry. Ms. Ansberry was originally recommended as a Director nominee by a third-party search firm. Bradley M. Nelson, 56, has served as Chief Executive Officer and as a member of the board of directors of MasterCraft Boat Holdings, Inc. (NASDAQ: MCFT) since March 2024. Mr. Nelson previously served as Executive Vice President and President, Commercial Segment of Oshkosh Corporation (NYSE: OSK) from 2021 to 2024. Prior to that, and over his 12-year tenure at Oshkosh Corporation, Mr. Nelson held several titles of increasing responsibility, including Senior Vice President, Commercial Business Segment and Vice President, Global Marketing, JLG Industries. Earlier in his career, Mr. Nelson held several leadership positions at Eaton Corporation and served as a technology executive at several companies including Iomega Corporation, US West, Inc, Random Access, Inc. and Alpine Computing MicroAge, Inc. Mr. Nelson earned an MBA from Brigham Young University and a Bachelor of Science in Business Administration from the University of Phoenix. Mr. Nelson’s qualifications to serve on our Board include his ongoing chief executive officer leadership experience at a publicly traded company and his background in the manufacturing industry as a member of the senior management teams at multiple global manufacturers. Mr. Nelson was originally recommended as a Director nominee by a third-party search firm.
Director Nominees for Terms Expiring in 2028
Director Nominees for Terms Expiring in 2028 James L. Janik, 69, served as our Chairman from 2014 through April 30, 2025 and has served as a director since 2004. Mr. Janik served as our Executive Chairman from May 2024 until July 2024 and, previously, from January 2019 until his initial retirement as an officer of our Company in April of 2020. In addition, Mr. Janik served as our Interim President and Chief Executive Officer from July 2024 to March 2025 and previously served as our President and Chief Executive Officer from 2004 until January 2019. Mr. Janik also served as President and Chief Executive Officer of Douglas Dynamics Incorporated, the entity that previously operated our business, from 2000 to 2004. Mr. Janik was Director of Sales of our Western Products division from 1992 to 1994, General Manager of our Western Products division from 1994 to 2000 and Vice President of Marketing and Sales from 1998 to 2000. Prior to joining us, Mr. Janik was the Vice President of Marketing and Sales of Sunlite Plastics Inc., a custom extruder of thermoplastic materials, for two years. During the 11 prior years, Mr. Janik held a number of key marketing, sales and production management positions for John Deere Company. Mr. Janik has served on the board of directors of Jason Industries L.L.C. since August 2020. Mr. Janik’s qualifications to serve on our Board include his over 30 years of experience at our Company, including his years of experience as our and Douglas Dynamics Incorporated’s President and Chief Executive Officer, as well as his depth of experience at businesses affected by weather-related seasonality. This experience, comprehensive knowledge of the snow and ice control equipment industry, and inside perspective of the day-to-day operations of the Company provides essential insight and guidance to our Board. OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE FOREGOING NOMINEES FOR ELECTION AS A DIRECTOR.
Director Remaining in Office Until 2026
Director Remaining in Office Until 2026 Joher Akolawala, 59, has been serving as a director since 2022. Mr. Akolawala served as Executive Vice President and Chief Financial Officer of Pella Corporation, a privately-held manufacturer of windows and doors, from March 2020 until his retirement in December 2024. Prior to joining Pella, Mr. Akolawala was the Senior Vice President, Chief Financial Officer - International of Walgreens Boots Alliance, Inc., a publicly traded pharmaceutical retailer, from November, 2019 to March, 2020. From June 2014 to October 2019, Mr. Akolawala served Mondelez International, Inc., a publicly traded multinational food and beverage company (a successor company to Kraft Foods Group), in roles of increasing responsibility, most recently as Senior Vice President, Global Finance. Prior to that, Mr. Akolawala spent nearly 23 years with Kraft Foods Group, where he held a number of senior leadership positions, including Chief Financial Officer, Kraft Grocery; Vice President, Business Systems; and Chief Financial Officer, Kraft Foodservice. Mr. Akolawala’s qualifications to serve on our Board include his leadership experience at complex global enterprises in multiple industries, his extensive background in finance, information technology, cybersecurity, M&A, and strategy, as well as his vast multi-cultural and international business experience.
Directors Remaining in Office Until 2027
Directors Remaining in Office Until 2027 Kenneth W. Krueger, 69, has been serving as a director since 2011. He also has served as Chairman of The Manitowoc Company, Inc., a capital goods manufacturer, since March 2016. Previously, he served as interim Chairman, President and Chief Executive Officer of The Manitowoc Company, Inc. from October 2015 through March 2016 and as a director and Chairman of the Audit Committee for that company from 2004 until October 2015. He also has served as a director of Albany International Corp., a global advanced textiles and materials processing company, since December 2016. Mr. Krueger is the Chairman of the Audit Committee of Albany International Corp. and also serves on their Governance Committee. From May 2006 until August 2009, Mr. Krueger was the Chief Operating Officer of Bucyrus International, Inc., a global mining equipment manufacturer headquartered in South Milwaukee, Wisconsin. Mr. Krueger also served as Bucyrus International, Inc.’s Executive Vice President from December 2005 until May 2006. Prior to joining Bucyrus International, Inc., Mr. Krueger was Senior Vice President and Chief Financial Officer of A. O. Smith Corporation, a global manufacturer of water heaters in Milwaukee, Wisconsin, from August 2000 until June 2005. Mr. Krueger’s qualifications to serve on our Board include his leadership experience at a publicly traded company and his background in the manufacturing industry as a member of the senior management team at a global manufacturer of mining equipment. Lisa R. Bacus, 61, has been serving as a director since October 2020. Ms. Bacus served as the Executive Vice President and Global Chief Marketing Officer at Cigna Corporation, a global health care services company, from May 2013 until her retirement in July 2019. Prior to joining Cigna, Ms. Bacus was the Executive Vice President and Chief Marketing Officer at American Family Insurance Group, a property and casualty insurance company. Earlier in her career, Ms. Bacus spent 22 years with Ford Motor Company, where she held a number of executive leadership positions, including Executive Director of Global Market Research and Insights, Executive Director of Global Marketing Strategy, and head of marketing for Ford in Mexico. Ms. Bacus currently serves on the boards of directors of publicly-traded Teradata Corporation and Selective Insurance Group, Inc., as well as the board of privately-held Culver Franchising System, Inc. Ms. Bacus’ qualifications to serve on our Board include her leadership experience at complex global enterprises in multiple industries, her background in marketing, strategic planning and data analytics, as well as her vast multi-cultural and international business experience.
Directors Remaining in Office Until 2028
Directors Remaining in Office Until 2028 Donald W. Sturdivant, 65, has been serving as a director since 2010 and as our Chairman since May 1, 2025. Since December 2021, Mr. Sturdivant has served as an operating partner with TruArc LLC, a middle market private equity firm. From September 2016 until December 2021, Mr. Sturdivant served as an operating partner with Snow Phipps Group, LLC, predecessor to TruArc LLC. He served as chairman of the board of directors at Teasdale Latin Foods from June 2019 until February 2026 and previously served as the chairman of the board of directors at Brook & Whittle Corporation from September 2017 to November 2021. He previously served as Chief Executive Officer of FleetPride, Inc., from March of 2015 through June of 2016 and served as a director at FleetPride from 2014 to 2016. Mr. Sturdivant was the Chief Executive Officer of Marietta Corporation from 2009 to 2015. He also served on the board of directors at Serta Simmons Bedding Company from 2010 to 2012. Earlier in his career, Mr. Sturdivant held various executive leadership roles including Chief Operating Officer at Altivity Packaging and Division President roles at Graphic Packaging International and Fort James Corporation. Mr. Sturdivant holds an MBA from the Florida Institute of Technology, and a B.S. from the University of Maine and served as a Chemical Corps Officer in the United States Army. Mr. Sturdivant’s qualifications to serve on our Board and as our Chairman include his leadership experience at several publicly held corporations, his board service with other organizations and his background in the manufacturing industry as a member of senior management at a number of manufacturing companies. Mark Van Genderen, 57, has been serving as our President and Chief Executive Officer and as a director since March 2025. Previously, Mr. Van Genderen served as the Company’s Chief Operating Officer, from September 2024 to March 2025, President, Work Truck Attachments, from January 2023 to February 2025, President, Commercial Snow & Ice, from September 2021 to January 2023, and Vice President of Business Development, from November 2020 until September 2021. Prior to his time at Douglas Dynamics, Mr. Van Genderen spent 21 years in various leadership roles at the Harley-Davidson Motor Company, manufacturer of premium motorcycles. While at Harley-Davidson, he held a diverse range of responsibilities including leadership roles in manufacturing, product development, sales and marketing, finance, and dealer development. Most recently, he led Harley-Davidson’s expansion in Latin America, the company’s parts and accessories product development function, and the riding gear and lifestyle apparel division including the company’s eCommerce business. Mr. Van Genderen’s experience in various leadership positions both inside and outside the Company, as well as his deep understanding of the Company’s business, operations and strategy, qualify him to serve on our Board.
CORPORATE GOVERNANCE
CORPORATE GOVERNANCE
Board Leadership Structure
Board Leadership Structure Our Board does not have a policy on whether the roles of Chief Executive Officer and Chairman should be separate. Our bylaws and Corporate Governance Guidelines provide us with the flexibility to combine or separate these roles, and our Board reserves the right to vest the responsibilities of the Chief Executive Officer and Chairman in different individuals or in the same individual depending on our Board’s judgment as to the best interests of our Company. Previously, Mr. Janik had served in the combined role of Chairman and Interim President and Chief Executive Officer from the retirement of our prior president and chief executive officer in July 2024 to the appointment of our new president and chief executive officer in March 2025. In connection with Mr. Janik’s appointment as our Interim President and Chief Executive Officer, the Board had determined that Mr. Janik should continue to serve as the Chairman of our Board so that the Company and the Board could continue to benefit from his leadership during this period of transition in our Company’s senior leadership. Effective March 3, 2025, Mr. Van Genderen was appointed as our new President and Chief Executive Officer and as a member of our Board. As a part of this transition, our Board determined that it was in the best interests of our Company for the roles of Chairman and Chief Executive Officer to be separated. Effective April 30, 2025, our former lead director since 2023, Mr. Sturdivant, was appointed by our Board to become Chairman, succeeding Mr. Janik in this role. Our Board determined that Mr. Sturdivant is the person best qualified to serve as our Chairman in light of his long history on our Board (director since 2010), his experience as our Lead Independent Director, his past leadership as chair of our Compensation Committee, his extensive leadership and board experience with other organizations, and his decades of strategic acumen and managerial experience. The Board determined that Mr. Sturdivant’s demonstration of capable leadership and his understanding of the Company’s history and strategic goals made him ideally suited to lead the Board at this time. The Board is grateful for Mr. Janik’s commitment to the Company and the Board in many roles over his decades with the organization and believes the shareholders will continue to benefit from his historic knowledge and understanding of the Company’s business in his continuing role as a director. Our Board believes that this leadership structure is appropriate at this time to facilitate our Board’s efficient and effective functioning. In the circumstance where the responsibilities of the Chief Executive Officer and Chairman are vested in the same individual, or where the Chairman is not considered independent, the Board will designate a Lead Independent Director from among the independent directors to preside over the executive sessions of the non-employee directors. As noted above, Mr. Sturdivant served as our Lead Independent Director from 2023 until his time of appointment as independent Chairman, effective April 2025. Because Mr. Sturdivant is an independent Chairman, there is no Lead Independent Director at this time. If one were to exist, then our Lead Independent Director’s responsibilities, as set forth in our Corporate Governance Guidelines, would include:
Board Leadership Structure
| • | presiding at all meetings of the Board in the event of the absence of the Chairman of the Board; |
Board Leadership Structure
| • | presiding at all executive sessions of the independent directors; |
Board Leadership Structure
| • | serving as a liaison between the Chairman of the Board and the independent directors; |
Board Leadership Structure
| • | facilitating information flow and communication among the directors, including approving (i) agendas for meetings of the Board, (ii) scope of information being provided to the directors and (iii) meeting schedules, to ensure allotted time is sufficient for discussion; and |
Board Leadership Structure
| • | being available for consultation and direct communication with major stockholders if requested by such stockholders. |
Board Leadership Structure
A Lead Independent Director would also have the authority to call meetings of the independent directors.
Executive Summary
| • | The Compensation Committee established performance goals and target awards under our Annual Incentive Plan, election to use the same three performance measures for 2025 as were used for 2024, as described further below under “Elements of Executive Compensation – Annual Incentive Plan.” |
Executive Summary
| • | The Compensation Committee made grants of performance share units and time‑vesting restricted stock units under our 2024 Stock Incentive Plan (“2024 Stock Plan”), retaining the same weighting between performance share units and time-vesting restricted stock units for 2025 as in 2024, as described further below under “Elements of Executive Compensation – Long-Term Incentive Compensation.” |
Executive Summary
| • | The key components of our compensation program for our named executive officers for 2025 were base salary, annual cash incentive awards under our Annual Incentive Plan, long‑term incentive awards under our long‑term equity program and other compensation consisting primarily of matching 401(k) contributions, health and welfare benefits, and other perquisites. |
Executive Summary
| • | We do not provide “single trigger” change of control severance, which means that, for an executive officer to receive severance benefits under an employment agreement, in addition to the change in control there must be some adverse change in the circumstances of the executive officer’s employment. |
Executive Summary
| • | Our equity compensation plan does not permit repricing of stock options without stockholder approval. |
Executive Summary
| • | We do not guarantee salary increases or bonuses for our executive officers. |
Role of the Compensation Committee and Management in the Compensation-Setting Process
| • | approve stock option and other stock incentive awards for executive officers; |
Role of the Compensation Committee and Management in the Compensation-Setting Process
| • | review and approve employment agreements and severance and change of control arrangements for our executive officers; |
Role of the Compensation Committee and Management in the Compensation-Setting Process
Our Chief Executive Officer recommends base salaries for our executive officers other than himself to the Compensation Committee for its approval and recommends performance targets under the Annual Incentive Plan for approval by the Compensation Committee, as explained in more detail under the section entitled “Annual Incentive Plan” below. Our Chief Executive Officer also negotiates employment agreements with executive officers, subject to review by the Compensation Committee, and makes recommendations to the Compensation Committee with respect to equity awards for our named executive officers other than himself. All compensation elements for our Chief Executive Officer are reviewed and approved by the Compensation Committee.
Role of Benchmarking in the Compensation-Setting Process
Role of Benchmarking in the Compensation-Setting Process As described above under “Objectives of our Compensation Programs,” the Compensation Committee’s goal is to offer competitive compensation to our executive officers. To assist it in setting competitive pay levels and other benefits, the Compensation Committee has periodically engaged FW Cook, an independent compensation consultant. The Compensation Committee assessed the independence of FW Cook pursuant to SEC rules and NYSE listing standards and concluded that FW Cook’s work for the Compensation Committee does not raise any conflict of interest. In the second half of 2024, the Compensation Committee worked with FW Cook to identify an updated peer group that would be used in evaluating and setting compensation and other benefits for our executive officers for 2025 and, potentially, future years. The updated peer group consisted of 17 peer companies that were selected for our peer group based on their reasonable comparability to our Company in terms of size, industry and scope of operations. For size‑related screens, the focus was on ensuring that the peer group was appropriate from revenue, EBITDA and market capitalization perspectives because we believe that these metrics are most strongly correlated to compensation levels. The peer companies selected (the “2025 Peer Group”) were the following:
Role of Benchmarking in the Compensation-Setting Process
| • Alamo Group Inc. | • L.B. Foster Company | | • Astec Industries | • Lindsay Corporation | | • CECO Environmental Corp. | • Mayville Engineering Co. | | • Compass Minerals | • Motorcar Parts of America | | • Enerpac Tool Group | • Northwest Pipe Co. | | • ESCO Technologies | • Standex Int’l | | • Federal Signal Corp. | • The Shyft Group | | • Hurco Companies, Inc. | • Twin Disc, Incorporated | | • Kadant Corporation | |
Role of Benchmarking in the Compensation-Setting Process
The changes from the previous group of peer group companies we had identified in 2022 included the removal of CIRCOR Int’l and the addition of L.B. Foster Company and Twin Disc, Incorporated. The Compensation Committee considered various factors in setting compensation levels in early 2025 for our then-serving named executive officers, including use of the 2025 Peer Group data. Additionally, the Compensation Committee also considered the individual named executive officer’s qualifications, experience and level of responsibility, internal pay equity considerations and the collective experience of the members of our Board, Compensation Committee and Mr. Janik, our then-serving Interim Chief Executive Officer (with respect to the compensation of our other named executive officers), their business judgment and their experiences in recruiting and retaining executives.
Elements of Executive Compensation
The amount of base salary that we actually paid to each of our named executive officers in 2025 can be found in the “Salary” column of the Summary Compensation Table below. Annual Incentive Plan Our named executive officers (other than Mr. Janik, as Interim President and Chief Executive Officer), as well as certain other management employees, participate in the Annual Incentive Plan, which provides an opportunity to earn a cash bonus upon achievement of certain performance targets approved by the Compensation Committee. These performance objectives are designed to link management’s focus with overall Company objectives by providing the executive an opportunity to earn additional short‑term compensation. We emphasize variable compensation to provide an opportunity for total annual compensation for our named executive officers to exceed what the Compensation Committee believes, based on its members’ collective experience, business judgment and experiences in recruiting and retaining executives, to be the general market level of compensation for similarly situated executives in the event of superior performance. The Compensation Committee decided to use the same performance metrics under the Annual Incentive Plan for 2025 as for 2024. Accordingly, the 2025 performance metrics under the Annual Incentive Plan for all of our named executive officers were adjusted operating income, free cash flow and adjusted EBITDA margin, weighted 50%, 30%, and 20% respectively. The payouts for Mr. Van Genderen and Ms. Lauber for 2025 were based entirely on our consolidated business results. Mr. Bernauer’s performance metrics for 2025 were based entirely on the performance of our Work Truck Attachments segment. The following discussion of the performance goals and outcomes generally reflects our consolidated business results and corresponding payouts for the named executive officers. In 2025, adjusted operating income was weighted 50% under the Annual Incentive Plan. This weighting reflects the Compensation Committee’s belief that any incentive compensation should have a significant link to profitability. Our management is given discretion to recommend the performance metric or metrics that will comprise the remaining 50% of the annual bonus opportunity. This allows our management to select a metric or metrics that reflect the current focus of our business, which are then submitted by the Chief Executive Officer to the Compensation Committee for approval. Management recommended free cash flow and adjusted EBITDA margin for 2025, based on its use of free cash flow as a primary measure of the Company’s profitability and our ability to pay dividends and its view that free cash flow is influenced to a lesser degree by factors below the operating profit level than some other performance measures, and based on its use of adjusted EBITDA margin as a primary measure of the Company’s profitability and our ability to control costs, specifically in years of below average snowfall. Following his appointment as our President and Chief Executive Officer, Mr. Van Genderen had a target bonus level of 100% of base salary for 2025. As Interim President and Chief Executive Officer, Mr. Janik did not participate in the 2025 Annual Incentive Plan. Each other participating named executive officer had a target bonus level of 75% of his or her annual base salary. The target potential payment levels were set based on a review of the 2025 Peer Group companies and were based on what the Compensation Committee believed, based on its members’ collective experience, business judgment and experiences in recruiting and retaining executives, to be a competitive level of annual incentive compensation to provide appropriate incentives and retention. The Compensation Committee also established maximum potential payment levels under the Annual Incentive Plan of 200% of annual base salary for Mr. Van Genderen following his appointment as our President and Chief Executive Officer, and 150% for each other named executive officer, based on a review of 2025 Peer Group company practices. See below for a detailed discussion of our performance metrics and the calculation of payouts for 2025. For the year ending December 31, 2025, we paid out the following bonuses as a percentage of base salary to our participating named executive officers:
Elements of Executive Compensation
| Name | Payout Based On: | Total Bonus Paid (as a % of base salary) | % Bonus Paid Based on Operating Income | % Bonus Paid Based on FCF | % Bonus Paid Based on EBITDA Margin | | Mark Van Genderen | Consolidated Business | 174.2% | 89.8% | 60.0% | 24.4% | | Sarah C. Lauber | Consolidated Business | 130.7% | 67.4% | 45.0% | 18.3% | | Christopher E. Bernauer | Work Truck Attachments Segment | 101.2% | 40.7% | 45.0% | 15.5% |
Elements of Executive Compensation
The adjusted operating income metric, as defined in the Annual Incentive Plan, measures the degree by which actual adjusted operating income performance achieves, exceeds or falls short of baseline adjusted operating income. Actual adjusted operating income is defined as earnings before interest, taxes, depreciation and amortization less depreciation, plus other expense, adjusted for non‑recurring expenses, as approved by the Compensation Committee. Baseline adjusted operating income is set annually by the Compensation Committee. For 2025, if actual adjusted operating income fell below 77.0% of baseline adjusted operating income, no adjusted operating income bonus would be earned. If actual adjusted operating income fell between 77.0% and 100% of baseline adjusted operating income, adjusted operating income bonus would be reduced linearly for each 1% reduction in actual adjusted operating income below baseline adjusted operating income. If actual adjusted operating income exceeded baseline adjusted operating income, adjusted operating income bonus would be increased linearly for each 1% increase in actual adjusted operating income above baseline adjusted operating income. For 2025, the Compensation Committee set the baseline adjusted operating income targets under the Annual Incentive Plan based on historical trends and assumptions recommended by management. Specifically, in setting the 2025 baseline targets, we assumed average snowfall, increasing truck sales and a slight improvement in overall economic conditions. For 2025, the baseline adjusted operating income targets and actual adjusted operating income (calculated according to the Annual Incentive Plan as described below) were as follows:
Elements of Executive Compensation
As a result, based on 2025 performance and the 50% weighting, the payout for the adjusted operating income component of the annual incentive plan was 89.8% of annual base salary for Mr. Van Genderen (whose payout was based on our consolidated business results), 67.4% of annual base salary for Ms. Lauber (whose payout was based on our consolidated business results) and 40.7% of base salary for Mr. Bernauer (whose payout was based on our Work Truck Attachments segment results). The adjusted operating income that we used for purposes of determining the achievement of the adjusted operating income target under the Annual Incentive Plan was different than the actual operating income for our consolidated business as reported in our financial statements. To arrive at the metric used under the Annual Incentive Plan, we adjusted our operating income (as calculated consistent with United States Generally Accepted Accounting Principles, or U.S. GAAP) by adding back, as consistent with prior years, amortization, stock‑based compensation, acquisition costs, certain non-cash purchase accounting expenses, other legal and consulting expenses, and deducted Venco Venturo operating income and the impacts of purchase accounting. Similar adjustments were made in determining the achievement of the operating income targets for the Work Truck Attachments segment. The following table sets forth the calculation of the 89.8% of annual base salary payout based on adjusted operating income component for Mr. Van Genderen (dollars in millions):
Elements of Executive Compensation
Our free cash flow (“FCF”) is defined as cash generated by operating activities, less net cash used in capital expenditures, adjusted for non‑recurring items, as approved by the Compensation Committee. Target FCF is set annually by the Compensation Committee. Performance is measured by the degree to which FCF achieves, exceeds or falls short of target FCF. Achievement of target FCF results in a bonus as a percentage of base salary equal to bonus target level multiplied by the 30% weighting of the FCF metric. For 2025, achievement of target FCF would result in a bonus of 30% of base salary for Mr. Van Genderen and 22.5% of base salary for all other named executive officers. If the target FCF was achieved, then the target FCF bonus would be earned. If FCF was below the threshold goal, then no FCF bonus would be earned. If FCF was higher than target, then the payout increases linearly for increases in FCF above target FCF, subject to the overall Annual Incentive Plan cap of 200% of base salary for Mr. Van Genderen and 150% of base salary for all of our other named executive officers. The following table sets forth our threshold and target FCF goals and actual FCF performance for 2025:
Elements of Executive Compensation
We did not make any adjustments to 2025 FCF as calculated for purposes of the Annual Incentive Plan relative to FCF as reported in our financial statements. Our adjusted EBITDA margin is defined as adjusted EBITDA divided by net sales, adjusted for non-recurring items, as approved by the Compensation Committee. Targeted adjusted EBITDA margin is set annually by the Compensation Committee. Performance is measured by the degree to which adjusted EBITDA as margin achieves, exceeds, or falls short of, targeted adjusted EBITDA margin. Achievement of targeted adjusted EBITDA margin will result in a bonus as a percentage of annual base salary equal to the Target Bonus multiplied by the weighting of the adjusted EBITDA margin metric. For 2025 achievement of adjusted EBITDA margin would result in a bonus of 20% of base salary for Mr. Van Genderen and 15% of base salary for all other named executive officers. If the target adjusted EBITDA margin was achieved, then the target adjusted EBITDA bonus would be earned. If adjusted EBITDA margin was below the threshold goal, then no adjusted EBITDA bonus would be earned. If adjusted EBITDA margin was higher than target, then the payout increases linearly for increases in adjusted EBITDA margin above target adjusted EBITDA margin, subject to the overall Annual Incentive Plan cap of 200% of base salary for Mr. Van Genderen and 150% of base salary for all of our other named executive officers.
Elements of Executive Compensation
| • | Alignment of Interests: Use adjusted earnings per share and return on net assets as the key performance metrics, linking executives’ incentive goals with the interests of our stockholders. |
Elements of Executive Compensation
In 2025, as in prior years, we granted our participating named executive officers performance share units that will vest based on our achievement of performance goals relating to adjusted earnings per share and return on net assets, each weighted 50%. Performance for our 2025 performance share units will be measured separately for each of the calendar years during the 2025-2027 performance period. The Compensation Committee also included a relative TSR modifier in the 2025 performance share units, under which the number of units earned based on earnings per share and return on net assets performance will be increased or decreased by 25% based on our relative TSR performance over the 2025-2027 performance period compared to the S&P Small Cap 600 Industrials. The Compensation Committee included this modifier to enhance the alignment of the named executive officers’ stock-based awards with our relative stock price performance. Consistent with earlier years’ performance share units, the performance share units granted in 2025 will be paid out, if earned, only after the end of the last performance period. The minimum threshold performance for the performance share units granted in 2025, under which the minimum payout will be earned, is 80% of target for each performance metric, and the maximum threshold performance, over which the maximum payout will be earned, is 120% of target for each performance metric. Our Compensation Committee determined the target aggregate value of 2025 stock-based awards for our participating named executive officers with reference to a percentage of the executive officer’s base salary. The Compensation Committee considered 2025 Peer Group company practices in determining the target award levels under the Long-Term Incentive Plan for each named executive officer. The Compensation Committee set the target award values for each named executive officer as follows: Mr. Van Genderen (subsequent to his appointment as our President and Chief Executive Officer) — 160% of base salary; Ms. Lauber —135% of base salary (the same as prior year target); and Mr. Bernauer — 50% of base salary. The Compensation Committee retained the same mix of performance‑vested versus time‑vested stock grants for 2025 as in 2024: 50% performance share units and 50% time-vesting restricted stock units. 2025-27 Performance Share Units. The performance share units granted in 2025 made up 50% of the total long‑term incentive award opportunity for our participating named executive officers. The target number of units granted was determined as of the grant date based on the average closing price during the 30 trading days prior to the grant date. The threshold, target and maximum number of performance share units subject to these awards for our named executive officers were as follows:
Elements of Executive Compensation
The performance goals for the performance share units granted in 2025 relate to adjusted earnings per share (“EPS”), weighted 50%, and return on net assets (“RONA”), weighted 50%, each measured over separate one-year performance periods during 2025-2027. Our EPS is defined as adjusted earnings per share as reported, adjusted for other non-recurring expenses, as approved by the Compensation Committee. Our RONA is defined as net income for the applicable fiscal year divided by the average of net assets on two distinct dates: the first day of the applicable fiscal year and the last day of each of the applicable fiscal year. For purposes of our RONA definition, net income is defined as adjusted net income as reported, adjusted for other non-recurring expenses, as approved by the Compensation Committee. Also, for purposes of our RONA definition, net assets is defined as current assets, excluding cash, plus net fixed assets, less current liabilities, plus the current portion of long-term debt. The first one-year performance period for the performance share units granted in 2025 ended in 2025. The performance goals, actual performance and actual payout for 2025 for the performance share units granted in 2025 were as follows:
Elements of Executive Compensation
The number of performance share units earned for 2025 performance remains subject to the TSR modifier described above, which is measured over the entire three years from 2025-2027, and therefore could increase or decrease by up to 25%. The performance share units earned will not be paid out until after the completion of the final performance period in 2027. 2023-25 Performance Share Units. The performance period for the performance share units granted in 2023 ended in 2025. The performance goals for the performance share units granted in 2023 were three-year cumulative adjusted EPS, weighted 50%, and three-year cumulative RONA, weighted 50%, EPS and RONA had the same definitions as under our 2025-27 performance share units as described above (but relating to the 2023-25 performance period). Although the plan under which the performance share units were granted permits the Compensation Committee to adjust the actual performance results for other non-recurring expenses, no such adjustments were made for the 2023-25 performance period. The performance goals, actual performance and actual payout for the performance share units granted in 2023 were as follows:
Elements of Executive Compensation
Time‑Vesting Restricted Stock Units Granted in 2025. The time‑vesting restricted stock units made up the remaining 50% of the total long‑term incentive award opportunity for our named executive officers for 2025 and vest ratably over the three years following the grant date, contingent on continued employment or a qualifying retirement. The number of units granted was determined as of the grant date based on the average closing price during the 30 trading days prior to the grant date. Special Awards. In connection with Mr. Bernauer’s hiring, Mr. Bernauer received a special one-time sign-on cash bonus of $34,000, subject to pro rata repayment if he terminates his employment voluntarily or is terminated for cause within 24 months of his start date, and a restricted stock unit grant with a target value of $50,000, vesting ratably on each of the first three anniversaries of his start date. In 2024, pursuant to his Letter Agreement, in connection with his appointment as Interim President and Chief Executive Officer, Mr. Janik received a special one-time restricted stock unit grant with a target value of $865,000 and did not otherwise participate in our long-term incentive program for 2024 or 2025. In addition, as previously disclosed, in 2024, in connection with our President and Chief Executive Officer transition plan, the Compensation Committee determined to grant to Ms. Lauber as a special retention award restricted stock units with a target grant date fair value of $1.0 million, of which two-thirds vested on December 31, 2025 and one-third will vest on July 1, 2026. In 2024, the Compensation Committee also approved a special retention grant consisting of time‑vesting restricted stock units to Mr. Van Genderen in the amount of $300,000. The restricted stock units granted to Mr. Van Genderen are generally subject to his continued employment until March 6, 2027.
Severance, Change of Control and Other Arrangements With Our Named Executive Officers
Severance, Change of Control and Other Arrangements With Our Named Executive Officers During 2025, we maintained employment agreements with each of our named executive officers other than Mr. Janik. Under the employment agreements, the named executive officers were eligible for severance benefits upon a qualifying termination. Each of Mr. Van Genderen’s (after his appointment as our President and Chief Executive Officer), Ms. Lauber’s and Mr. Bernauer’s (following his hiring as our President – Work Truck Attachments) employment agreements as in effect during their service in 2025 stated that, upon a qualifying termination of employment without cause or resignation due to a material breach of the agreement by us prior to a change of control, they would be entitled to receive severance equal to the sum of the executive’s annual base salary plus the executive’s target annual bonus. If Mr. Van Genderen’s, Ms. Lauber’s or Mr. Bernauer’s employment were terminated without cause or as a result of resignation with good reason during the 24 months following the event of a change of control, then they would be entitled to receive severance equal to the product of one and three-quarters multiplied by the sum of their respective annual base salaries plus their respective target bonuses. Mr. Van Genderen, Ms. Lauber and Mr. Bernauer would also have been eligible for continued coverage under the Company’s benefit plans at the active employee rates for up to 12 months following termination of employment. For purposes of the employment agreements, a “change of control” means any time (a) any person, other than certain affiliates, becomes the beneficial owner of 50% or more of the combined voting power of our outstanding voting securities; (b) during any period of two consecutive years, the majority of our Board changes (other than through Board-approved appointments); (c) certain extraordinary transactions involving our company become effective or are consummated; or (d) a sale, transfer or any other disposition (including, without limitation, by way of spin-off, distribution, complete liquidation or dissolution) of all or substantially all of our business or assets to an unrelated third party is consummated. A termination of employment is generally deemed to be for “good reason” under the amended and restated employment agreements if the executive terminates employment following a material reduction in the executive’s base salary, a material adverse change in the executive’s responsibilities or certain required relocations of the executive’s principal place of employment. In addition to the benefits described above, each of our named executive officers would have been entitled, at the discretion of our Board, to receive a pro‑rated portion of his or her annual bonus under the Annual Incentive Plan if his or her employment were terminated for any reason other than a termination by us for cause or resignation other than for a material breach. We compete for executive talent in a highly competitive market in which companies routinely offer similar benefits to named executive officers. We view these benefits as appropriate for the named executive officers who may not be in a position to readily obtain comparable employment within a reasonable period of time. Please refer to the discussion below under “—Potential Payments upon Termination or Change of Control” for further discussion of our severance and change of control arrangements.
Long-Term Incentive Grant Timing
Long-Term Incentive Grant Timing We generally grant annual equity-based awards during the first half of our fiscal year, although such timing may change from year to year. The Compensation Committee also may consider and approve interim or mid-year grants, or grants made on another basis, from time to time based on business needs, changing compensation practices or other factors, in the discretion of the Compensation Committee. The Compensation Committee does not take into account material nonpublic information in determining the timing and terms of equity-based awards, and we have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.
Summary Compensation Table for Fiscal Year Ended December 31, 2025
Summary Compensation Table for Fiscal Year Ended December 31, 2025
Summary Compensation Table for Fiscal Year Ended December 31, 2025
| Name and Principal Position | Year | Salary(1) | Bonus | Stock Awards(2) | Non‑Equity Incentive Plan Compensation (3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(4) | All Other Compensation (5) | Total | | Mark Van Genderen | 2025 | $651,421 | $— | $1,110,239 | $1,219,611 | $— | $27,294 | $3,008,565 | | President and Chief Executive Officer(6) | 2024 | $362,951 | $— | $462,171 | $196,196 | $— | $27,069 | $1,048,387 | | | 2023 | $340,000 | $— | $179,053 | $32,066 | $— | $26,114 | $577,233 | | James L. Janik | 2025 | $180,833 | $— | $114,596 | $— | $— | $— | $295,429 | | Executive Chairman and Interim President and CEO(7) | 2024 | $563,218 | $— | $1,049,970 | $— | $— | $— | $1,613,188 | | Sarah C. Lauber | 2025 | $508,000 | $— | $847,133 | $663,817 | $— | $26,547 | $2,045,497 | | Executive Vice President, Chief Financial Officer and Secretary | 2024 | $472,909 | $— | $1,496,852 | $441,823 | $— | $42,559 | $2,454,143 | | | 2023 | $472,909 | $— | $448,298 | $76,342 | $— | $30,628 | $1,028,177 | | Christopher E. Bernauer President, Work Truck Attachments(8) | 2025 | $335,342 | $34,000 | $234,488 | $404,700 | $— | $15,740 | $1,024,271 |
Summary Compensation Table for Fiscal Year Ended December 31, 2025
| (1) Reflects salary amounts actually paid during the year indicated. As required by applicable SEC regulations, for Mr. Janik, the amount includes $55,833 in cash retainers for 2025 for his service as a member of the Board following his cessation of services as Interim President and Chief Executive Officer. |
Summary Compensation Table for Fiscal Year Ended December 31, 2025
| (2) Reflects the grant date fair value of stock awards as determined pursuant to Accounting Standards Codification (“ASC”) Topic 718. See Note 13, Stock‑based Compensation in the notes to the consolidated financial statements contained in our Annual Report on Form 10‑K for the year ended December 31, 2025. Because the performance share units granted in 2025 have three separate annual performance periods rather than a single three-year performance period, and each year’s performance goals will be set only at the beginning of the applicable year, under ASC Topic 718, only the first tranche of the grants corresponding to the first performance year in 2025 have a grant date in 2025, and the grant date fair value of the stock awards in the table above therefore reflects only a portion of the performance share units. Likewise, because the performance share units granted in 2024 have three separate annual performance periods rather than a single three-year performance period, and each year’s performance goals will be set only at the beginning of the applicable year, under ASC Topic 718, the second tranche of the grants corresponding to the second performance year in 2025 have a grant date in 2025, and the grant date fair value of the stock awards in the table above therefore reflects that portion of the performance share units granted in 2024. The amounts shown in the table above relating to the performance share units for 2025, valued at the grant date based upon the probable outcome of the performance goals pursuant to ASC Topic 718, are as follows: Mr. Van Genderen—$524,806; Ms. Lauber—$486,433; and Mr. Bernauer—$78,295. The value of these awards at the grant date assuming that the maximum level of performance conditions would be achieved is as follows: Mr. Van Genderen—$524,806; Ms. Lauber—$486,433; and Mr. Bernauer—$78,295. As required by applicable SEC regulations, for Mr. Janik, the amount includes $114,596 attributable to his equity retainer for 2025 for serving as a member of the Board following his cessation of services as Interim President and Chief Executive Officer. |
Summary Compensation Table for Fiscal Year Ended December 31, 2025
| (3) Reflects the actual payouts for the 2025, 2024, and 2023 Annual Incentive Plan, respectively. |
Summary Compensation Table for Fiscal Year Ended December 31, 2025
| (4) There were no above market or preferential earnings on nonqualified deferred compensation. |
Summary Compensation Table for Fiscal Year Ended December 31, 2025
| (5) Reflects Company contributions to the 401(k) plan, Company contributions to the Douglas Dynamics Nonqualified Deferred Compensation Plan and the cost of Company‑paid insurance premiums and executive physicals. See table that follows. |
Summary Compensation Table for Fiscal Year Ended December 31, 2025
| Name | 401(k) Contribution | Contribution to Deferred Compensation Plan | Company Paid Insurance Premiums | Executive Physicals | Total All other Compensation | | Mark Van Genderen | $15,570 | $— | $11,544 | $— | $27,294 | | James L. Janik | $— | $— | $— | $— | $— | | Sarah C. Lauber | $14,871 | $— | $799 | $10,877 | $26,547 | | Christopher E. Bernauer | $7,385 | $— | $8,355 | $— | $15,740 |
Summary Compensation Table for Fiscal Year Ended December 31, 2025
| (6) Mr. Van Genderen was appointed as our President and Chief Executive Officer on March 3, 2025. Prior to his appointment as our President and Chief Executive Officer, he served as our Chief Operating Officer since September 17, 2024 and, prior to that, as our President – Work Truck Attachments. |
Summary Compensation Table for Fiscal Year Ended December 31, 2025
| (7) Mr. Janik was appointed to serve as Executive Chairman from May 16, 2024 through July 8, 2024 and as our Interim President and Chief Executive Officer (and returning to serving as non-executive Chairman of the Board) from July 9, 2024 to Mr. Van Genderen’s appointment as President and Chief Executive Officer on March 3, 2025. Mr. Janik continued as Chairman of the Board until April 30, 2025, and after such time remains as a member of the Board. As required by applicable SEC regulations, Mr. Janik’s compensation for 2025 includes the compensation he received for his service as a member of the Board following his cessation of services as Interim President and Chief Executive Officer. |
Summary Compensation Table for Fiscal Year Ended December 31, 2025
| (8) Mr. Bernauer joined us as our President – Work Truck Attachments on February 28, 2025. Bonus reflects a one-time sign-on cash bonus of $34,000. |
Outstanding Equity Awards at Year End 2025
Outstanding Equity Awards at Year End 2025 The following table sets forth for each named executive officer unvested restricted stock and performance share units as of the end of 2025. None of the named executive officers had unexercised stock options as of the end of 2025.
Outstanding Equity Awards at Year End 2025
| | Stock Awards | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(2) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Mark Van Genderen | 37,589(3) | $1,227,281 | 23,882 | $779,747 | | James L. Janik | — | — | — | — | | Sarah C. Lauber | 38,703(4) | $1,263,653 | 31,591 | $1,031,446 | | Christopher E. Bernauer | 5,989(5) | $195,542 | 2,664 | $86,980 |
Outstanding Equity Awards at Year End 2025
| (1) Based on a market value as of December 31, 2025, of $32.65 per share, which was the closing sale price of a share of our common stock on the last trading day of the year. |
Outstanding Equity Awards at Year End 2025
| (2) The amounts shown in this column are based on the following target or maximum performance share units, as indicated in the narrative following the table: |
Outstanding Equity Awards at Year End 2025
| Name | Granted February 13, 2023 | Granted March 11, 2024 | Granted in 2025 | | Mark Van Genderen | 3,922 | 1,684 | 18,276 | | Sarah C. Lauber | 9,819 | 4,214 | 17,558 | | Christopher E. Bernauer | — | — | 2,664 |
Outstanding Equity Awards at Year End 2025
Actual performance with respect to the performance shares granted in 2023 was trending below target, actual performance with respect to the performance share units granted in 2024 was trending below target, and actual performance with respect to the performance share units granted in 2025 was trending above target. Consistent with the SEC’s disclosure requirements, we have therefore reported in the columns to which this footnote relates the number of shares that would be earned if target performance were achieved for performance share units granted in 2023, the number of shares that would be earned if target performance were achieved for performance share units granted in 2024, and the number of shares that would be earned if maximum performance were achieved for performance share units granted in 2025. The number of shares, if any, that will be earned and issued under the performance share unit awards granted in2023 is based on cumulative EPS (weighted at 50%) and cumulative RONA (weighted at 50%) over a three-year performance period from 2023-2025. The number of shares that will be earned and issued under the performance share unit awards granted in 2024 for which the 2024 performance period has ended will be determined on the basis of our relative TSR performance from 2024-2026. The number of shares that will be earned and issued under the performance share unit awards granted in 2025 for which the 2025 performance period has ended will be determined on the basis of our relative TSR performance from 2025-2027. Any shares earned will be issued shortly after end of the performance period.
Outstanding Equity Awards at Year End 2025
| (3) 210,010 shares will vest on March 6, 2026, 20,125 shares will vest on March 6, 2027 and 7,454 shares will vest on March 6, 2028. |
Outstanding Equity Awards at Year End 2025
| (4) 10,960 shares will vest on March 6, 2026, 14,400 shares will vest on July 1, 2026, 8,779 shares will vest on March 6, 2027 and 4,564 shares will vest on March 6, 2028. |
Outstanding Equity Awards at Year End 2025
| (5) 1,997 shares will vest on March 6, 2026, 1,996 shares will vest on March 6, 2027 and 1,996 shares will vest on March 6, 2028. |
Option Exercises and Stock Vested in Fiscal 2025
Option Exercises and Stock Vested in Fiscal 2025 The table below sets forth the number of shares of stock acquired by our named executive officers upon the vesting of equity awards during 2025. There were no option exercises in 2025.
Option Exercises and Stock Vested in Fiscal 2025
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting | Value Realized on Vesting ($)(1) | | Mark Van Genderen | 3,435 | $88,417 | | James L. Janik | 37,370 | $1,093,073 | | Sarah C. Lauber | 39,095 | $1,205,327 | | Christopher E. Bernauer | - | - |
Option Exercises and Stock Vested in Fiscal 2025
| (1) Amounts represent the product of the number of shares acquired on vesting and the closing market price of the shares on the vesting date. |
Pension Benefits
Pension Benefits We did not maintain a defined benefit pension plan during the year ended December 31, 2025.
Potential Payments upon Termination or Change of Control
Potential Payments upon Termination or Change of Control The information below describes certain compensation and benefits to which our named executive officers are entitled in the event their employment is terminated under certain circumstances and/or a change of control occurs. See the table at the end of this section for the amount of compensation and benefits that would have become payable under existing plans and contractual arrangements assuming a termination of employment and/or change of control had occurred on December 31, 2025 assuming a market value of our common stock on December 31, 2025, of $32.65 (which was the closing sale price of a share of our common stock on the last trading day of the year) given the named executive officers’ compensation and service levels as of such date. There can be no assurance that an actual triggering event would produce the same or similar results as those estimated if such event occurs on any other date or at any other price, or if any other assumption used to estimate potential payments and benefits is not correct. Due to the number of factors that affect the nature and amount of any potential payments or benefits, any actual payments and benefits may be different.
Pay Ratio
Pay Ratio As required by Item 402(u) of Regulation S‑K, we are providing the following information about the ratio of the median annual total compensation of our employees and the annual total compensation of Mr. Van Genderen, our President and Chief Executive Officer as of our determination date of December 31, 2025. For the year ended December 31, 2025:
Pay Ratio
| • | the annual total compensation of our median employee was reasonably estimated to be $69,456. |
Pay Ratio
| • | the annual total compensation of Mr. Van Genderen (calculated as described below) was $3,057,144. |
Pay Ratio
| • | Based on this information, the ratio of the annual total compensation of our chief executive officer to the annual total compensation of our median employees is estimated to be 44.02 to 1. |
Pay Ratio
We identified our median employee by examining wages reported in Box 1 on Form W‑2 for all individuals employed by us on December 31, 2025. whether full‑time, part‑time, or on a seasonable basis, except that, in reliance on the “de minimis” exemption, we excluded from our employee population any employee located in China. As of December 31, 2025, we had 10 employees located in China, which constituted less than 5% of our 1,764 total employees. The total number of our U.S. employees on December 31, 2025, irrespective of the de minimis exception, and used for the de minimis calculation, was 1,754, and the total number of our non-U.S. employees on December 31, 2025, irrespective of the de minimis exception was 10. To identify our median employee, we annualized wages for all permanent employees who were hired after January 1, 2025, as permitted by SEC rules. Once we identified our median employee, we added together all of the elements of such employee’s compensation for 2025 in the same way that we calculate the annual total compensation of our named executive officers in the Summary Compensation Table. To calculate Mr. Van Genderen’s annual compensation for purposes of the ratio, pursuant to the applicable SEC rules, we annualized his compensation disclosed in the Summary Compensation Table as follows:
Pay Ratio
| Pay Element from 2025 Summary Compensation Table (“SCT”) | Actual Value from SCT | Value for CEO Pay Ratio Calculation | Rationale | | Salary | $651,421 | $700,000 | We annualized salary to reflect the amount that would have been received for a full year in the role of President and Chief Executive Officer. | | Bonus | - | - | - | | Stock Awards | $1,110,239 | $1,110,239 | We did not annualize the stock awards amount because the grants received by Mr. Van Genderen were not pro rated. | | Non Equity Incentive Plan Compensation | $1,219,611 | $1,219,611 | We did not annualize the non equity incentive plan compensation amount because the amount received by Mr. Van Genderen was not pro rated. | | Change in Pension Value and Nonqualified Deferred Compensation Earnings | - | - | - | | All Other Compensation | $27,294 | $27,294 | We did not annualize the other compensation amount because the amount received by Mr. Van Genderen was not pro rated. | | Total | $3,008,565 | $3,057,144 | Reflects annualization of salary. |
Pay Ratio
To calculate our ratio, we then divided Mr. Van Genderen’s annual total compensation as determined above by the annual total compensation of our median employee.
Pay Versus Performance Disclosure
Pay Versus Performance Disclosure We are providing the following disclosure comparing our named executive officer (“NEO”) compensation to company performance pursuant to the SEC rules relating to Section 14(i) of the Securities Exchange Act of 1934. The table below sets forth our pay versus performance disclosure in accordance with Item 402(v) of the SEC’s Regulation S-K.
Pay Versus Performance Disclosure
| | | | | | | | Value of $100 Investment | | | | | Year | Summary Compensation Table Total for PEO #1 (a) | Compensation Actually Paid to PEO #1 (a) | Summary Compensation Table Total for PEO #2 (a) | Compensation Actually Paid to PEO #2 (b) | Average Summary Compensation Table Total for Non-PEO NEOs (c) | Average Compensation Actually Paid to Non-PEO NEOs (d) | Total Share- holder Return (e) | Peer Group Total Share- holder Return (f) | Net Income (millions) (g) | Adjusted EBITDA (millions) (h) | | 2025 | $3,008,565 | $3,571,721 | $295,429 | $202,882 | $1,534,884 | $1,992,933 | $91.72 | $125.68 | $46.9 | $97.7 | | 2024 | $1,613,188 | $1,437,676 | $2,870,121 | $2,234,619 | $1,433,904 | $1,261,384 | $64.07 | $112.93 | $56.2 | $79.3 | | 2023 | - | - | $2,490,873 | $455,862 | $728,017 | $342,675 | $76.64 | $102.64 | $23.7 | $68.1 | | 2022 | - | - | $3,539,739 | $3,351,817 | $1,140,702 | $1,105,461 | $89.80 | $89.18 | $38.6 | $86.8 | | 2021 | - | - | $3,338,813 | $2,876,666 | $1,040,747 | $941,902 | $93.99 | $113.69 | $30.7 | $79.5 |
Pay Versus Performance Disclosure
| (a) The principal executive officer (“PEO”) #1 is Mr. Van Genderen for 2025 and Mr. Janik for 2024, and the PEO #2 is Mr. Janik for 2025 and Mr. McCormick for 2020, 2021, 2022, 2023 and 2024. |
Pay Versus Performance Disclosure
| (b) Compensation actually paid is adjusted from summary compensation table total compensation for changes in the fair value of outstanding unvested stock during the period plus dividends on unvested stock. See additional detail below. Because the performance share units granted in 2025 and 2024 have three separate annual performance periods rather than, as in prior years, a single three-year performance period, and each year’s performance goals will be set only at the beginning of the applicable year, under ASC Topic 718, only the first tranche of the grants corresponding to the first performance year in 2025 and the second tranche of the grants corresponding to the second performance year in 2024 have a grant date in 2025, and the grant date fair value of the stock awards in the summary compensation table therefore reflects only a portion of the performance share units. Likewise, the adjustments for the change in the fair value of the performance share units granted in 2025 to derive compensation actually paid are limited to the first tranche of the grants corresponding to the first performance year in 2025 and the second tranche of grants corresponding to the second performance year in 2024. The amounts shown for years prior to 2023 have been adjusted from the amounts shown in our Definitive Proxy Statement on Schedule 14A filed with the SEC on March 24, 2023 to reflect the treatment of certain awards as vested, solely for purposes of the compensation actually paid calculation, when the award holder reaches retirement eligibility under the terms of the award. |
Pay Versus Performance Disclosure
| (c) Includes Ms. Lauber for 2021, 2022, 2023,2024 and 2025; Mr. Bernauer for 2025; Ms. Evans for 2021, 2022, 2023 and 2024; Mr. Van Genderen for 2023 and 2024; and Keith Hagelin for 2020, 2021 and 2022. |
Pay Versus Performance Disclosure
| (d) Average of (c) adjusted for same items as PEO in (b). The amounts shown for years prior to 2023 have been adjusted from the amounts shown in our Definitive Proxy Statement on Schedule 14A filed with the SEC on March 24, 2023 to reflect the treatment of certain awards as vested, solely for purposes of the compensation actually paid calculation, when the award holder reaches retirement eligibility under the terms of the award. |
Pay Versus Performance Disclosure
| (e) Assumes $100 invested on market close on December 31, 2020 through end of the fiscal year for which Total Shareholder Return (“TSR”) is being calculated. TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. |
Pay Versus Performance Disclosure
| (f) Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the Russell 2000, which comprises the same issuers we use for purposes of Item 201(e)(1)(ii) of Regulation S-K. |
Pay Versus Performance Disclosure
| (g) Net income pursuant to U.S. GAAP |
Pay Versus Performance Disclosure
| (h) Represents our company selected measure – Adjusted earnings before interest, taxes, depreciation, and amortization (“Adjusted EBITDA”). Adjusted EBITDA represents net income (loss) before interest, taxes, depreciation and amortization, as further adjusted for certain charges consisting of unrelated legal and consulting fees, acquisition costs, stock based compensation, severance, restructuring charges, impairment charges, CEO transition costs, gain on sale leaseback transaction and related transaction costs, loss on disposal of fixed assets related to facility relocations, certain non-cash purchase accounting expenses, impairment charges, expenses related to debt modifications, loss on extinguishment of debt, and incremental costs related to the COVID-19 pandemic. |
Pay Versus Performance Disclosure
To calculate compensation actually paid (“CAP”), the following amounts were deducted from and added to Summary Compensation Table (“SCT”) total compensation:
Pay Versus Performance Disclosure
| Adjustments to Determine Compensation “Actually Paid” for PEO #1 | 2025 | 2024 | | Deduction for amounts reported under the “Stock Awards” column in the SCT | $(1,110,239) | $(1,049,970) | | Deduction for amounts reported under the “Option Awards” columns in the SCT | $0 | $0 | | Increase for fair value of awards granted during year that remain unvested as of year end | $1,409,535 | $0 | | Increase for fair value of awards granted during year that vest during year | $0 | $874,458 | | Increase/deduction for change in fair value from prior year-end to current year-end of awards granted prior to year that were outstanding and unvested as of year-end | $216,583 | $0 | | Increase/deduction for change in fair value from prior year-end to vesting date of awards granted prior to year that vested during year | $7,248 | $0 | | Deduction of fair value of awards granted prior to year that were forfeited during year | $0 | $0 | | Increase based upon incremental fair value of awards modified during year | $0 | $0 | | Increase based on dividends or other earnings paid during year prior to vesting date of award | $40,029 | $0 | | Total Adjustments | $563,156 | $(175,512) |
Pay Versus Performance Disclosure
| Adjustments to Determine Compensation “Actually Paid” for PEO #2 | 2025 | 2024 | 2023 | 2022 | 2021 | | Deduction for amounts reported under the “Stock Awards” column in the SCT | $(114,596) | $(1,309,673) | $(1,464,873) | $(2,206,968) | $(1,979,253) | | Deduction for amounts reported under the “Option Awards” columns in the SCT | $0 | $0 | $0 | $0 | $0 | | Increase for fair value of awards granted during year that remain unvested as of year end | $0 | $236,532 | $457,053 | $1,509,433 | $815,746 | | Increase for fair value of awards granted during year that vest during year | $0 | $966,607 | $639,074 | $511,341 | $717,039 | | Increase/deduction for change in fair value from prior year-end to current year-end of awards granted prior to year that were outstanding and unvested as of year-end | $0 | $(586,869) | $(1,738,610) | $(53,351) | $(132,531) | | Increase/deduction for change in fair value from prior year-end to vesting date of awards granted prior to year that vested during year | $0 | $(42,291) | $8,010 | $(13,534) | $59,877 | | Deduction of fair value of awards granted prior to year that were forfeited during year | $0 | $0 | $0 | $0 | $0 | | Increase based upon incremental fair value of awards modified during year | $0 | $0 | $0 | $0 | $0 | | Increase based on dividends or other earnings paid during year prior to vesting date of award | $22,048 | $100,192 | $64,336 | $65,157 | $56,975 | | Total Adjustments | $(92,548) | $(635,502) | $(2,035,010) | $(187,922) | $(462,147) |
Pay Versus Performance Disclosure
| Adjustments to Determine Compensation “Actually Paid” for Non-PEO NEOs | 2025 | 2024 | 2023 | 2022 | 2021 | | Deduction for amounts reported under the “Stock Awards” column in the SCT | $(540,811) | $(701,143) | $(262,951) | $(520,176) | $(445,224) | | Deduction for amounts reported under the “Option Awards” columns in the SCT | $0 | $0 | $0 | $0 | $0 | | Increase for fair value of awards granted during year that remain unvested as of year end | $686,209 | $608,657 | $172,663 | $433,954 | $280,727 | | Increase for fair value of awards granted during year that vest during year | $0 | $35,521 | $23,485 | $57,864 | $58,132 | | Increase/deduction for change in fair value from prior year-end to current year-end of awards granted prior to year that were outstanding and unvested as of year-end | $127,139 | $(124,143) | $(334,006) | $(17,426) | $(38,913) | | Increase/deduction for change in fair value from prior year-end to vesting date of awards granted prior to year that vested during year | $140,756 | $(18,635) | $4,185 | $(6,204) | $29,330 | | Deduction of fair value of awards granted prior to year that were forfeited during year | $0 | $0 | $0 | $0 | $0 | | Increase based upon incremental fair value of awards modified during year | $0 | $0 | $0 | $0 | $0 | | Increase based on dividends or other earnings paid during year prior to vesting date of award | $44,755 | $27,223 | $11,282 | $16,747 | $17,103 | | Total Adjustments | $458,049 | $(172,520) | $(385,342) | $(35,241) | $(98,845) |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION In 2025, compensation for our non‑employee directors consisted of the following:
DIRECTOR COMPENSATION
| • | annual cash retainer fee for all outside directors of $75,000; |
DIRECTOR COMPENSATION
| • | additional retainer fee of $110,000 in the form of fully vested restricted stock units (through grants made in February 2025), updated to $120,000 for grants made in April 2025 and beyond; |
DIRECTOR COMPENSATION
| • | additional cash retainer fee for our lead independent director (if any) of $25,000; |
DIRECTOR COMPENSATION
| • | additional cash retainer fee for our Audit Committee chairman of $15,000; |
DIRECTOR COMPENSATION
| • | additional cash retainer fee for our Compensation Committee chairman of $12,500; |
DIRECTOR COMPENSATION
| • | additional cash retainer fee for our Nominating and Corporate Governance Committee chairman of $10,000; and |
DIRECTOR COMPENSATION
| • | additional cash retainer fee for our chairman of the Board of $75,000. |
DIRECTOR COMPENSATION
We also reimburse all directors for out‑of‑pocket expenses incurred in connection with attendance at Board and committee meetings. The restricted stock units have historically been granted annually during the first quarter Nominating and Corporate Governance Committee meeting of the year, though this will change to grants in the second quarter beginning in 2026. The restricted stock units and the underlying shares are issued to our outside directors pursuant to our 2024 Stock Plan. In 2025, the Nominating and Corporate Governance Committee determined to raise the additional retainer fee for directors in the form of fully vested restricted stock units to $120,000 to be more competitive with market practices. When Ms. Ansberry and Mr. Nelson joined the Board, their pro-rated grant of restricted stock units was based on the $120,000 retainer fee. The table below sets forth information regarding the compensation of our non-employee directors for 2025. Mr. Janik, who served as our Interim President and Chief Executive Officer in 2025, received no additional compensation for his service as a director in 2025 while employed as an executive officer of our Company.
DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash | Stock Awards(1) | Total | | James L. Janik(2) | (2) | (2) | (2) | | Donald W. Sturdivant | $120,833 | $114,596 | $235,429 | | Kenneth W. Krueger | $75,000 | $114,596 | $189,596 | | Margaret Dano(3) | $85,000 | $114,596 | $199,596 | | Lisa R. Bacus | $87,500 | $114,596 | $202,096 | | Joher Akolawala | $90,000 | $114,596 | $204,596 | | Jennifer I. Ansberry(4) | $0 | $59,247 | $59,247 | | Bradley M. Nelson(5) | $0 | $59,247 | $59,247 |
DIRECTOR COMPENSATION
| (1) Reflects the grant date fair value of restricted stock unit awards as determined pursuant to ASC Topic 718. See Note 13 Stock‑Based Compensation, in the notes to the consolidated financial statements contained in our Annual Report on Form 10‑K for the year ended December 31, 2025. Each outside director, outside of Ms. Ansberry and Mr. Nelson received 4,394 restricted stock units. Ms. Ansberry and Mr. Nelson each received 1,928 restricted stock units. |
DIRECTOR COMPENSATION
| (2) As required by applicable SEC regulations, compensation of $170,429 paid to Mr. Janik in 2025 for his service as a director is reflected in the “Summary Compensation Table” above, and is not included as director compensation in this “Director Compensation” table. |
DIRECTOR COMPENSATION
| (3) Amounts listed in the table above reflect Ms. Dano’s service as a director until her retirement from the Board effective November 1, 2025. |
DIRECTOR COMPENSATION
| (4) Ms. Ansberry joined the Board of Directors effective October 29, 2025. Amounts listed in the table above are based on her start date. |
DIRECTOR COMPENSATION
| (5) Mr. Nelson joined the Board of Directors effective October 29, 2025. Amounts listed in the table above are based on his start date. |
LIABILITY OF DIRECTORS AND OFFICERS
LIABILITY OF DIRECTORS AND OFFICERS SECTION A. Liability of Directors and Officers. 1. No Personal Liability. To the fullest extent permitted by the DGCL as the same exists or as may hereafter be amended, no director or officer of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer. 2. Amendment or Repeal. Any amendment, alteration or repeal of this Article X that adversely affects any right of a director or officer, or its successors, shall be prospective only and shall not limit or eliminate any such right with respect to any proceeding involving any occurrence or alleged occurrence of any action or omission to act that took place prior to such amendment or repeal. IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed this __ day of __________, 2026.
LIABILITY OF DIRECTORS AND OFFICERS
| Douglas Dynamics, Inc. | | By: | | Name: | | Title: |