DEF 14A of Albany International Corp /De/, Apr 2, 2026

DEF 14A of Albany International Corp /De/

Filed Apr 2, 2026 · FY20250001628280-26-022940

Open on EDGAR

  1. TO BE HELD MAY 15, 2026

    TO BE HELD MAY 15, 2026 The Annual Meeting of Stockholders of Albany International Corp. will be held on Friday, May 15, 2026, at 9:00 a.m. Eastern Time, for the following purposes: 1.To elect eight Directors to serve until the next Annual Meeting of Stockholders and until their successors have been elected and qualified; 2.to ratify the appointment of KPMG as our independent auditor; 3.to approve, by nonbinding advisory vote, executive compensation; and 4.to transact such other business as may properly come before the meeting or any adjournment or adjournments thereof. You will be able to attend and participate in the Annual Meeting online, vote your shares electronically and submit your questions prior to and during the Annual Meeting. To be admitted to the Annual Meeting please visit https://meetnow.global/MRZ29JC. No password is needed. There is no physical location for the Annual Meeting. If you are a registered holder of Company shares, please follow the instructions on your proxy card or Notice Regarding the Availability of Proxy Materials. If you hold your shares through an intermediary (i.e., a broker, bank or other financial institution), you must register in advance to attend, vote, and submit questions or comments online at the Annual Meeting. (See “Instructions/Q&A Section” beginning on page 77.) Only stockholders of record at the close of business on March 20, 2026, will be entitled to vote at the Annual Meeting of Stockholders or any adjournment or adjournments thereof. Whether or not you expect to attend the Annual Meeting, we urge you to vote your shares at your earliest convenience by telephone, online, or by signing, dating, and returning a proxy card. Submitting your proxy now will not prevent you from voting your shares at the meeting if you desire to do so, as your proxy is revocable at your option.

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    | April 2, 2026 | JOSEPH M. GAUG | | | Secretary |

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    | ALBANY INTERNATIONAL | 2025 AIN PROXY STATEMENT | Table of Contents | 5 |

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    Table of Contents

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    | PROXY STATEMENT AND SUMMARY OF SHAREHOLDER VOTING MATTERS | 6 | | DIRECTOR NOMINEES | 7 | | EXECUTIVE SUMMARY | 8 | | CORPORATE GOVERNANCE AT ALBANY INTERNATIONAL | 12 | | Board Leadership Structure | 12 | | Risk Oversight | 13 | | Director Independence | 14 | | Meeting Attendance | 14 | | Non-management directors | 14 | | Board Committees | 15 | | Governance Committee | 15 | | Audit Committee | 17 | | Compensation Committee | 18 | | Compensation Committee Interlocks and Insider Participation | 18 | | ITEM 1: ELECTION OF DIRECTORS | 19 | | DIRECTOR COMPENSATION | 27 | | AUDIT COMMITTEE REPORT | 30 | | ITEM 2: RATIFICATION OF INDEPENDENT AUDITORS | 31 | | COMPENSATION COMMITTEE REPORT | 34 | | COMPENSATION DISCUSSION AND ANALYSIS | 35 | | Executive Summary | 35 | | PART I - Overview | 36 | | PART II - 2022 EXECUTIVE COMPENSATION EARNED | 46 | | PART III - REQUIRED COMPENSATION TABLES | 50 | | Summary Compensation Table | 50 | | Grants of Plan-Based Awards | 53 | | Outstanding Equity Awards at Fiscal Year-End | 54 | | Option Exercises and Stock Vested | 57 | | Payments on Termination | 57 | | CEO Pay Ratio | 64 | | ITEM 3: ADVISORY VOTE ON EXECUTIVE COMPENSATION | 65 | | Pay versus Performance (PvP) Disclosures | 66 | | SHARE OWNERSHIP | 72 | | Shareholder communications | 74 | | Available Information | 74 | | Certain Business Relationships and Related Person Transactions | 74 | | STOCKHOLDER PROPOSALS | 75 | | GENERAL INFORMATION | 76 | | OTHER MATTERS | 79 | | Exhibit A - Supplement to Compensation and Analysis | 80 |

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    | ALBANY INTERNATIONAL | 2025 AIN PROXY STATEMENT | Summary of Shareholder Voting Matters | 6 |

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    PROXY STATEMENT This proxy statement is furnished in connection with the solicitation by the Board of Directors (the "Board of Directors" or the "Board") of Albany International Corp. (“Albany International" or "the Company”), 325 Corporate Drive, Portsmouth, New Hampshire 03801, of proxies in the accompanying form for use at the Annual Meeting of Stockholders to be held on May 15, 2026, and at any adjournment or adjournments thereof. Cautionary Note Regarding Forward-Looking Statements This Proxy Statement and the documents incorporated or deemed to be incorporated by reference contain "forward looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements regarding expectations, beliefs, business plans, changes to the Board of Directors, governance, and other statements that are not historical in nature. These statements are made on the basis of the Company's views and assumptions regarding future events and business performance and plans as of the time the statement are made. The Company does not undertake any obligation to update these statements unless required by applicable laws or regulations. Readers should not place undue reliance on forward-looking statements because forward-looking statements are subject to risks and uncertainties, and actual results may differ materially from those expressed or implied by the forward-looking statements. A discussion of the risks, uncertainties, and other important factors is set forth in the Company's Annual Report on Form 10-K for the year ended December 31, 2025, and subsequent filings with the Securities and Exchange Commission, including, among others, the Company's quarterly reports on form 10-Q. SUMMARY OF SHAREHOLDER VOTING MATTERS

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    | Item 1 | Item 2 | Item 3 | | Election of Directors | Ratification of Independent Auditors | Advisory Vote on Executive Compensation | | BOARD VOTE RECOMMENDATION | BOARD VOTE RECOMMENDATION | BOARD VOTE RECOMMENDATION | | THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ALL OF THE NOMINEES FOR ELECTION | THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF KPMG LLP | THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ADVISORY RESOLUTION APPROVING EXECUTIVE COMPENSATION | | See page 19 | See page 31 | See page 65 |

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    | ALBANY INTERNATIONAL | 2025 AIN PROXY STATEMENT | Summary of Shareholder Voting Matters | 7 |

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    DIRECTOR NOMINEES

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    | NAME | AGE | DIRECTOR SINCE | EXPERIENCE | COMMITTEE MEMBERSHIP | OTHER PUBLIC COMPANY BOARDS | | John R. Scannell | 62 | 2012 | Former Chief Executive Officer of Moog, Inc.; current Chairman of the Board of Moog, Inc. | Compensation | Moog, Inc. | | Katharine L. Plourde | 74 | 2013 | Former principal and analyst at investment banking firm Donaldson, Lufkin & Jenrette, Inc. | Governance (Chair), Audit | | | Kenneth W. Krueger | 69 | 2016 | Former interim President and Chief Executive Officer of Manitowoc Company, Inc.; former Chief Operating Officer of Bucyrus International, Inc. | Audit (Chair), Governance | Manitowoc Company, Inc., Douglas Dynamics, LLC | | J. Michael McQuade | 70 | 2020 | Director, the Belfer Center for Science and International Affairs, Harvard University Kennedy School of Government; former strategic advisor to the President, Carnegie Mellon University; former Vice President for Research at Carnegie Mellon University; former Senior Vice President, Science & Technology at United Technologies Company | Compensation (Chair), Governance | | | Christina M. Alvord | 58 | 2022 | Former President, Southern and Gulf Coast Division and Central Division, Vulcan Materials Company; former President, Middle River Aircraft Systems and Unison Industries (GE Aviation) | Compensation, Governance | Apogee Enterprises, Elevra Lithium Limited (formerly Piedmont Lithium) | | Russell E. Toney | 56 | 2022 | President, Nortek Air Solutions; former President, Specialty Products Group, Dover Corporation | Compensation, Audit | | | Gunnar Kleveland | 56 | 2023 | President & Chief Executive Officer of Albany International Corp.; former President and Chief Executive Officer of Textron Specialized Vehicles Inc.; former President of TRU Simulation + Training Inc. | | | | Bonnie C. Lind | 67 | 2024 | Former Sr. Vice President, CFO & Treasurer of Neenah Inc.; former Assistant Treasurer of Kimberly-Clark Corporation | Audit, Compensation | Hubbell Incorporated, Mission Produce |

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    | ALBANY INTERNATIONAL | 2025 AIN PROXY STATEMENT | Executive Summary | 8 |

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    Executive Summary Albany International is a global company built on proprietary industrial weaving technology and material science. The Company operates two complementary businesses: Machine Clothing and Engineered Composites, that apply advanced materials, process engineering, and deep customer collaboration to mission critical industrial and aerospace applications worldwide. With a long history of innovation and disciplined execution, Albany International generates strong cash flow while investing to support long-term growth and stakeholder returns. ■Machine Clothing (MC) is the Company's foundational business and a global leader in paper machine clothing and engineered fabrics. Serving every major paper grade and a range of adjacent industrial markets, the segment's products are essential to customers' operational efficiency, product quality, and sustainability goals. The business is supported by decades of technical expertise, a global manufacturing and service footprint, and deep, long-standing customer relationships. ■Engineered Composites (EC) is the Company's growth platform, extending the Company's weaving expertise into advanced aerospace and defense applications. The segment is a leading supplier of proprietary 3D woven composite components for next-generation aircraft that include commercial, defense and emerging platforms like engine, missile, space and ceramic matrix composites. Through continued investment in differentiated materials and processes, EC supports lighter, stronger, and more efficient solutions for customers operating in highly demanding environments and serves as a replacement for critical resource constrained materials like titanium. Amid a complex operating environment and in response to discrete challenges, 2025 was a year of important transition for the Company. The Company took decisive actions to simplify its portfolio, further sharpen strategic focus, and strengthen the foundation for long-term value creation. In EC, this included a heightened focus on our innovative 3D woven components, alongside a strategic reassessment of less differentiated assembly activities. In MC, we continued to drive innovation while optimizing our operating footprint and advancing integration efforts. While these actions carried near-term impacts, we believe they position the Company to emerge as a more focused, integrated and resilient enterprise aligned squarely around our core competencies in industrial weaving technology and material science.

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    | ALBANY INTERNATIONAL | 2025 AIN PROXY STATEMENT | Executive Summary | 9 |

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    BUSINESS HIGHLIGHTS

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    | YEARS ENDED DECEMBER 31ST | 2025 | 2024 | 2023 | | US $Million, except per share data | | | | | Net Sales | 1,182.8 | 1,230.6 | 1,147.9 | | Operating Income | (36.1) | 131.4 | 167.9 | | Net Income Attributable to the Company | (57.3) | 87.6 | 111.1 | | Earnings Per Share – Basic | (1.94) | 2.81 | 3.56 | | Earnings Per Share – Diluted | (1.94) | 2.80 | 3.55 |

  17. TO BE HELD MAY 15, 2026

    In 2025, we focused on execution to drive steady performance, while also taking decisive actions to address portfolio complexity and areas of elevated risk. We exited 2025 with a strong foundation, a world-class team, and industry leading products that solve complex, mission-critical problems for our customers. Across our businesses, we combine proprietary technologies, deep process expertise, and close customer collaboration to deliver unique solutions in demanding environments when performance and reliability matter most. This value proposition has translated into consistent cash generation, the ability to invest through cycles, and has supported a long track record of disciplined capital stewardship intended to support shareholder returns over time. EC executed on its role as the Company's long-term growth platform in 2025, delivering underlying performance across its core technology portfolio while the Company took decisive actions to address legacy program risk. Underlying demand remained healthy throughout the year, across both commercial and defense markets. Operationally, we have positioned the segment to be more lean, focused and disciplined, fully aligning the portfolio around proprietary technologies and end markets where we hold a durable competitive advantage and see sustained long-term growth. MC demonstrated the resilience and consistency that define its role as the foundation of the Company. Throughout the year, we continued to strengthen the segment's structural performance by rationalizing production across our global network, exiting lower-return and non-core activities, and aligning capacity more closely with end-market demand. These actions helped mitigate weaker volumes in Asia while preserving cash generation. Looking ahead, while some regional market conditions remain challenging, we believe the actions taken during 2025 have further strengthened the segment's cost structure, and its competitive position remains deeply anchored in proprietary product designs, deep application expertise, and a global service model that is tightly integrated with customer operations.

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    | ALBANY INTERNATIONAL | 2025 AIN PROXY STATEMENT | Executive Summary | 10 |

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    CORPORATE GOVERNANCE HIGHLIGHTS At Albany International we believe good corporate governance creates long-term value for our stockholders and strengthens our relationships with other stakeholders. We remain committed to best practice in corporate governance and as such our corporate governance practices are dynamic and reflect the Board’s continual review of emerging best practices and their impact and effectiveness.

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    | INDEPENDENT OVERSIGHT | ACCOUNTABILITY | | ▪7 of 8 nominated Directors are independent ▪Non-executive Chairman ▪All independent committees ▪All members of the Audit Committee are financially literate and financial experts ▪Private executive session for all independent Directors during each regularly scheduled Board meeting | ▪Annual Election of all Directors ▪Annual Board and Committee self-evaluations ▪Annual advisory vote on executive compensation ▪Stock ownership and retention guidelines ▪Prohibition on hedging, pledging and other transactions ▪Corporate Governance Guidelines with overboarding policy | | | 94% attendance at Board meetings, 98% attendance at Committee meetings in 2025 |

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    CORPORATE SUSTAINABILITY HIGHLIGHTS Our business is centered around driving success for our customers. Our products are designed for performance and consistency, while enabling our customers to meet their organizational goals around product performance, process efficiency, and product sustainability. Our paper machine clothing products enable our paper-making customers to improve both resource and operating efficiency, reducing their environmental footprint and energy consumption. For example, energy is one of the top three cost components in the paper making process; our machine clothing solutions use innovative technologies to reduce the amount of heat energy required for paper production. In aerospace, weight savings that drive fuel efficiency are essential for the industry to achieve its goals for sustainable aviation. This fundamental design goal has driven the increased use of lightweight composite structures in an ever-broadening sphere of aerospace applications. We have applied learnings from our 130 years of experience manufacturing machine clothing to pioneer 3D weaving technologies to manufacture our composite material. Structurally demanding applications such as next‑generation aircraft, spacecraft, missiles, and other advanced defense systems have traditionally depended on heavier metallic structures. Conventional laminated composites do not provide the structural performance, damage tolerance, or load‑bearing characteristics that 3D woven composites can deliver. Our proprietary 3D woven technology therefore enables a meaningful expansion of lightweight composite solutions as future aerospace and defense platforms are designed and built.

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    | ALBANY INTERNATIONAL | 2025 AIN PROXY STATEMENT | Executive Summary | 11 |

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    Supporting customers through innovation and performance We continue to innovate and remain focused on developing and bringing to market proprietary products aimed at improving the energy and resource efficiency needed for our customers’ products and their production processes. And since many of our customers have Scope 3 emissions reduction goals, we focus on our own operational efficiency and emissions reduction as an integral part of our customers’ value chain. Driving business value for Albany International As a global manufacturer, energy is a significant expense for Albany International, and we strive to reduce energy consumption in our operations. As stated previously, this is critical to supporting our customers in their organizational sustainability goals, and it is also important for our own business strategy and operational resilience. We are also committed to reducing waste, both from our own operations as well as our customers’, and we have a goal of zero waste to landfill by 2030 for our operations in the Americas and Europe. While many of our sites in Europe have already reached this milestone due to local regulations, we continue to look for opportunities to reduce waste generated across our operations and our products, also reducing disposal costs, and enabling resale of waste materials that have market value. We partner with multiple third parties globally who recycle and reuse our scrap materials in other applications such as plastic furniture, textile yarn, and reinforced concrete, and we have engaged in several pilot programs through universities and start-ups to test new technologies to increase circularity and recycling for our products at the end of life. We believe further developing this capability provides a significant benefit for our business, our customers and partners. Aligning with global frameworks for compliance and transparency Compliance with global and local environmental regulation throughout our operations is a clear imperative both for our customers and for meeting our own organizational values and expectations. We have a robust global and local EHS and sustainability program to ensure we continue to evolve our operations in line with regulatory and customer requirements, managing risk and opportunity. This continuous evolution drives new insights for our business, and increasing reporting transparency provides the opportunity for greater comparability and collaboration across companies and industries. A key element of our EHS and sustainability program is to identify material topics, including, where required, through assessment of double materiality, to identify areas for improvement, discover new opportunities, and drive value creation. This process also facilitates compliance and helps to articulate our unique stories of innovation and our value proposition. Detailed information about our sustainability initiatives and accomplishments can be found in our Sustainability Reporting and other disclosures in the Sustainability section of our website: https://www.albint.com/sustainability.

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    | ALBANY INTERNATIONAL | 2025 AIN PROXY STATEMENT | Corporate Governance | 12 |

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    Corporate Governance at Albany International BOARD LEADERSHIP STRUCTURE Since 2008, the Company has operated under a board leadership structure with the roles of Chief Executive Officer and Board Chair separated. The Board of Directors expects the Chair of the Board to: ■Function as a liaison and independent conduit between the members of the Board and the Company’s Chief Executive Officer between meetings of the Board; ■Preside over meetings of, and provide leadership to, the non-management members of the Board; and ■Set Board meeting agendas, in cooperation with the Chief Executive Officer and Secretary. Other responsibilities of the Board Chair are described in the Company’s Corporate Governance Guidelines. The Chair is also empowered to delegate some of these duties, in his or her discretion, to a Vice Chair. Currently there is no Vice Chair of the Board. The Board has found that having a non-management director function in this role, whether as a “lead director” or as Chair, facilitates communication, helps ensure that issues of concern to non-management directors are given an opportunity for discussion at meetings, and contributes generally to a more effective use of management and Board time. The Board also believes the current board leadership structure has served the Company well, allowing the Chief Executive Officer to devote his attention to the management of the Company. The Board engages in an annual self-evaluation process to determine whether the Board is discharging its responsibilities and operating effectively, and to consider changes in membership, structure, or process that could improve performance. While we believe that the current Board leadership structure is appropriate, it is possible that alternative Board leadership structures, including those that combine the offices of Chair and Chief Executive Officer, could be appropriate for the Company under different circumstances.

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    | ALBANY INTERNATIONAL | 2025 AIN PROXY STATEMENT | Corporate Governance | 13 |

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    RISK OVERSIGHT

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    | Board of Directors | | The Board of Directors oversees the Company’s risk management processes. | | Chief Executive Officer + Chief Financial Officer |

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    The Company’s Chief Executive Officer and Chief Financial Officer review with the Board the most significant top-level enterprise risks facing the Company, and the processes by which the Company mitigates such risks. ■Review with the Board the most significant top-level enterprise risks facing the Company, and the processes by which the Company mitigates such risks. ■This review is supported by periodic (but no less than quarterly) formal reviews by senior management of all significant enterprise risks, facilitated by the Chief Financial Officer. ■The Board requests that management, from time to time, supplement these quarterly reviews with a more detailed analysis of one or more specific risks, selected by the Board, including related mitigation actions. ■The Board also reviews management’s annual operating plan and strategic plan to ensure that they are consistent with, and appropriately address, the Company’s risks and risk management processes. ■Although the Board oversees the Company’s risk management, day-to-day management of risk remains the responsibility of management.

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    | Role of Other Committees in Risk Oversight. | | | Audit Committee | | | The Audit Committee periodically reviews the adequacy of the processes by which the Company handles risk assessment and risk management, and discusses such processes with management, the Company's internal audit function and the independent auditor. | | | Finance & Legal | Technology | | The Audit Committee receives periodic reports from the Company’s finance department regarding liquidity and other financial risks; from the finance and internal audit function regarding internal control risks; and from the finance, legal, and internal audit departments regarding processes for addressing fraud, legal and compliance risks, and the adequacy of the Company’s disclosure controls and procedures. Each year, the Audit Committee also reviews the results of management’s annual fraud risk assessment. | It also regularly reviews and discusses cyber-security risks to the Company with the Company’s Chief Information Officer and the internal audit function, and reviews and discusses with senior management the risk factors disclosed by the Company in its periodic filings with the Securities and Exchange Commission (“SEC”) before such filings are made. | | Compensation Committee | | | Each year, the Compensation Committee assesses compensation-related risks to the Company. | |

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    | ALBANY INTERNATIONAL | 2025 AIN PROXY STATEMENT | Corporate Governance | 14 |

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    INSIDER TRADING The Company has adopted an insider trading policy governing the purchase, sale, and/or other disposition of its securities by our directors, officers and employees that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the exchange listing standards applicable to the Company. A copy of our Insider Trading Policy is filed as Exhibit 19 to the Company's Annual Report on Form 10-K for 2025. It is the Company's policy to comply with all applicable securities and state laws (including appropriate approvals by the Company's Board of Directors or appropriate committee, if required) when engaging in transactions in the Company's securities. DIRECTOR INDEPENDENCE The corporate governance standards of the NYSE (“NYSE Standards”) require that a majority of our Board consist of independent directors. In general, the NYSE Standards require that an independent director must have no material relationship with the Company, except as a director. Our Board reviews any business transactions and charitable relationships between the Company and each director to determine whether any such material relationship exists, and to evaluate whether there are any other facts or circumstances that might impact a determination of the independence of such director. Based on its review, our Board has determined that all existing and nominated Board members, other than President and CEO Gunnar Kleveland, are independent under the NYSE Standards. Our Board has appointed only independent directors to our Audit Committee, Compensation Committee and Governance Committee in accordance with the independence requirements set forth in NYSE Standards. The Board of Directors has also determined that all of the members of the Audit Committee are independent under the separate independence standards set forth in SEC Rule 10A-3. The Board is not required to make this determination with respect to any other director, and it has not done so. MEETING ATTENDANCE The Board of Directors met 10 times in 2025. In the aggregate, the incumbent directors attended (in person or by video) at least 98% of the aggregate number of meetings of the Board and 98% of the committees of the Board on which he or she served. It is the policy of the Company that all persons who are candidates for election to the Board of Directors at an Annual Meeting of Stockholders should attend that meeting. All of the candidates for election to the Board of Directors who were also candidates in 2025 attended the 2025 Annual Meeting of Stockholders. NON-MANAGEMENT DIRECTORS Meetings of the “non-management” directors, as defined by the NYSE Standards, are regularly held at the conclusion of each regularly scheduled meeting of the Board. The current non-management directors are all of the directors other than Mr. Kleveland. Meetings of the non-management directors during 2025 were chaired by the Chair. The Chair also acts as a liaison between the directors and the Chief Executive Officer and facilitates communication among the directors. Interested persons may communicate with the Chair and the non-management directors by writing to: Chair, Albany International Corp., 325 Corporate Drive, Portsmouth, New Hampshire 03801.

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    | ALBANY INTERNATIONAL | 2025 AIN PROXY STATEMENT | Corporate Governance | 15 |

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    BOARD COMMITTEES The Board assigns responsibilities and delegates authority to its committees, which regularly report on their activities and actions to the Board. The Board has determined that each current member of each committee is “independent” within the meaning of the NYSE Standards and the Guidelines and meets any applicable additional committee-specific independence requirements. The standing committees of the Board of Directors are the Governance Committee, the Audit Committee, and the Compensation Committee. The purpose and principal responsibilities of each committee are summarized below and set forth in more detail in each committee’s written charter, which can be found in the Corporate Governance section of our website (www.albint.com).

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    | GOVERNANCE COMMITTEE | Purpose: to provide leadership to the Board in the development and maintenance of an effective corporate governance structure and process | | Members: Katharine L. Plourde, Chair Kenneth W. Krueger Mark J. Murphy J. Michael McQuade Christina M. Alvord | Principal Responsibilities: ▪reviews and recommends changes to the Company's Corporate Governance Guidelines and governance and management structure; ▪evaluates the effectiveness of the Board of Directors, its committees, and the individual directors; ▪recommends to the Board of Directors the persons to be nominated for election as directors; ▪reviews management succession planning; and ▪reviews with management the Company's Sustainability strategy, initiatives and policies. | | Meetings in 2025: 4 | | | Attendance: 95% | |

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    Directors Plourde, Krueger, Murphy, McQuade, and Alvord each served on the Governance Committee during all of 2025. The Governance Committee considers, on an ongoing basis, the skills, background, and experience that should be represented on the Board of Directors and its committees, the performance of incumbent directors, the appropriate size of the Board of Directors, potential vacancies on the Board, and other factors relating to the efficacy of the Board. The Committee and the Board seek to maintain a group of Board members that, in the aggregate, possesses the skills, background, and experience necessary and desirable to address effectively the issues and challenges the Company will confront. The Board does not expect that any single member will possess all of these attributes, and therefore seeks to accomplish this by selecting candidates with diverse skills and backgrounds taking into consideration such factors as experience, diversity, and, for non-management directors, independence. The Committee discusses with the Board, at least annually, the various qualifications and skills that should be represented on the Board and its committees, taking into account the nature of the business and the objectives of the Company as they may evolve over time. The Committee also reviews, on an annual basis, the performance of the sitting members of the Board, and makes recommendations to the Board regarding those directors to be nominated for reelection by the stockholders. The Governance Committee employs professional consultants for this purpose, and members of the Committee also communicate with knowledgeable persons on a continuing basis to identify potential candidates for Board membership. Any qualified potential candidates so identified are then discussed by

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    | ALBANY INTERNATIONAL | 2025 AIN PROXY STATEMENT | Corporate Governance | 16 |

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    the Committee and the Board, and if the potential candidate appears likely to be a substantial addition to the Board, he or she is then interviewed by members of the Committee and the Board. The Governance Committee then considers the reports of the interviews and other information that has been gathered and determines whether to recommend to the Board of Directors that the person be elected as a director. The Committee has retained the director search firm of G. Fleck/Board Services since 2011 to assist in identifying and evaluating potential Board members, and has, at times retained Korn Ferry, to supplement the work of G. Fleck/Board Services as needed. Stockholders may send recommendations of persons to be considered by the Governance Committee for nomination for election as directors to: Chair, Governance Committee, Albany International Corp., 325 Corporate Drive, Portsmouth, New Hampshire 03801. Our Corporate Governance Guidelines, a copy of which is available at the Corporate Governance section of our website (www.albint.com), set forth criteria to be employed by the Governance Committee and the Board of Directors in determining whether a person is qualified to serve as a director of the Company. Recommendations by stockholders should include information relevant to these criteria. The Governance Committee will give consideration to persons recommended by stockholders in the same manner that it employs when considering recommendations from other sources. All of the nominees for election as directors at the 2026 Annual Meeting are current Board members standing for election or reelection by the stockholders.

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    | ALBANY INTERNATIONAL | 2025 AIN PROXY STATEMENT | Corporate Governance | 17 |

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    | AUDIT COMMITTEE | Purpose: to assist the Board of Directors in fulfilling its oversight responsibilities in a number of key areas, including: ▪the integrity of our financial statements, financial reporting process, and internal controls; ▪the performance of our internal audit function; ▪our compliance with legal and regulatory requirements, including our disclosure controls and procedures; and ▪the annual independent audit of our financial statements, including the engagement of the independent auditor, and the evaluation of the independent auditor’s qualifications, independence and performance. | | Members: Kenneth W. Krueger, Chair Katharine L. Plourde Mark J. Murphy Russell E. Toney Bonnie C. Lind | Principal Responsibilities: ▪reviews and discusses with management each quarterly earnings release, as well as other financial communications, and all quarterly reports on Form 10-Q or annual reports on Form 10-K; ▪after the completion of each annual audit, and before the filing of the Form 10-K, reviews and discusses with the independent auditors, the head of internal audit, and senior management, among other things: (1) any significant audit findings, and management’s responses to such findings, (2) any significant changes in audit scope, and (3) any difficulties encountered during the course of the audit; ▪periodically reviews and discusses with the independent auditor, management, and the head of the internal audit function, the acceptability and quality of our accounting policies, the clarity of our financial disclosures, and any weaknesses in our system of internal controls; ▪periodically reviews, evaluates and discusses with management the qualifications, performance and depth of the Company’s financial personnel; and ▪reviews with management the Company's strategy, initiatives and policies relating to cyber security. | | Meetings in 2025: 8 | | | Attendance: 100% | |

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    Directors Krueger, Plourde, Murphy, Toney, and Lind each served on the Audit Committee during all of 2025. The Board of Directors has determined that none of the members of the Audit Committee has any relationship with the Company that impairs his or her independence, or that would preclude a determination of independence, and, on that basis, has determined that each of them is independent under the NYSE Standards as well as the additional requirements of SEC Rule 10A-3. In making this determination, the Board considered, after due inquiry, the lack of any transactions, relationships, or arrangements between the Company and each member of the Committee. The Board of Directors has also determined that each member of the Audit Committee is financially literate, and is a “financial expert” as that term is defined in Item 407 of Regulation S-K of the SEC. The Board of Directors believes that each of the current members of the Audit Committee is well qualified to perform the functions for which the Committee is responsible.

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    | ALBANY INTERNATIONAL | 2025 AIN PROXY STATEMENT | Corporate Governance | 18 |

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    | COMPENSATION COMMITTEE | Purpose: generally responsible for determining the compensation of the Company’s Directors, Chief Executive Officer and other senior executive officers of the Company | | Members: J. Michael McQuade, Chair John R. Scannell Christina M. Alvord Russell E. Toney Bonnie C. Lind | Principal Responsibilities: ▪assists the Board of Directors in the creation and implementation of employee compensation, incentive, and benefit policies and plans; ▪administers (or oversees the administration by management of) pension and other employee benefit plans; ▪approves grants and awards under the Company's incentive plans; and ▪oversees the compliance of such programs and policies with applicable legal requirements. | | Meetings in 2025: 4 | | | Attendance: 100% | |

  44. TO BE HELD MAY 15, 2026

    COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION Directors McQuade, Scannell, Alvord, Toney, and Lind all served on the Compensation Committee during all of 2025. No member of the Compensation Committee (i) is, or during 2025 was, an officer or employee of the Company or (ii) have or have had any other interlocking relationships requiring disclosure under applicable SEC rules, including Item 404 of Regulation S-K. None of our executive officers serve or, during fiscal 2025 served, as a member of a board of directors or compensation committee of any entity that has or, during 2025 had, one or more executive officers serving as a member of our Board of Directors or Compensation Committee.

  45. TO BE HELD MAY 15, 2026

    | ALBANY INTERNATIONAL | 2025 AIN PROXY STATEMENT | Item 1 — Election of Directors | 19 |

  46. TO BE HELD MAY 15, 2026

    Election of Directors

  47. TO BE HELD MAY 15, 2026

    | NAME | AGE | GENDER | POSITION | APPOINTED | NATIONAL ORIGIN | | John R. Scannell | 62 | Male | Chair, Compensation | 2012 | Ireland | | Katharine L. Plourde | 74 | Female | Governance (Chair), Audit | 2013 | USA | | Kenneth W. Krueger | 69 | Male | Audit (Chair), Governance | 2016 | USA | | J. Michael McQuade | 70 | Male | Compensation (Chair), Governance | 2020 | USA | | Christina M. Alvord | 58 | Female | Compensation, Governance | 2022 | USA | | Russell E. Toney | 56 | Male | Audit, Compensation | 2022 | USA | | Gunnar Kleveland | 56 | Male | President & CEO | 2023 | Norway | | Bonnie C. Lind | 67 | Female | Audit, Compensation | 2024 | USA |

  48. TO BE HELD MAY 15, 2026

    All of the members of the Board of Directors are elected annually to serve until the next Annual Meeting of Stockholders and until their successors are elected and qualified. Pursuant to our By Laws, the Board of Directors may increase or decrease the number of directors from time to time, but not to fewer than three. The Board of Directors has determined that, until further action by the Board, the number of directors of the Company, from and after the time of the 2026 Annual Meeting of Stockholders, shall be eight. Accordingly, the number of directors to be elected at the 2026 Annual Meeting of Stockholders is eight. The Board of Directors has nominated for election the eight persons listed below. All of the nominees are currently serving as directors. Unless otherwise specified on the proxy, the shares represented by a proxy in the accompanying form will be voted for the election of the eight persons listed below. If, at the time of the meeting, any nominee is unable, or for good cause unwilling, to serve, which event is not anticipated, the shares will be voted for a substitute nominee proposed by the Board of Directors, unless the Board reduces the number of directors. The biographical sketches of each nominee below highlight some of the specific experience, qualifications, attributes or skills that contributed to his or her selection by the Board. Following consultation with Mr. Mark J. Murphy, the Board determined not to re-nominate Mr. Murphy at the Company's 2026 Annual Meeting of Stockholders due to the increasing demands of his other professional commitments. Mr. Murphy's term as a director will end at the 2026 Annual Meeting. The Company thanks Mr. Murphy for his distinguished service and valuable contributions during his seven years on the Board of Directors and wishes him continued success in his future endeavors. In connection with Mr. Murphy's departure, the Board has determined that, effective as of the 2026 Annual Meeting and until further action by the Board, the Company's Board of Directors will consist of eight members.

  49. TO BE HELD MAY 15, 2026

    | ALBANY INTERNATIONAL | 2025 AIN PROXY STATEMENT | Item 1 — Election of Directors | 20 |

  50. TO BE HELD MAY 15, 2026

    | JOHN R. SCANNELL | | BOARD CHAIR | | Age: 62 Director Since: 2012 Chair Since: 2024 |

  51. TO BE HELD MAY 15, 2026

    John R. Scannell was appointed Chair in February 2024. Mr. Scannell also serves as Chair of Moog, Inc., a worldwide designer, manufacturer, and integrator of high-performance precision motion and fluid control systems for a broad range of applications. He has held that position since January 2014. Mr. Scannell served as Chief Executive Officer of Moog from 2011 until his retirement in 2023. Mr. Scannell began his career with Moog in 1990 as an Engineering Manager of Moog Ireland and later became Operations Manager of Moog GmbH in Germany. He became the General Manager of Moog Ireland, and moved to the Aircraft Group in East Aurora, New York, as the Boeing 787 Program Manager. He was subsequently named Moog's Director of Contracts and Pricing. Mr. Scannell was elected Vice President of Moog in 2005 and Chief Financial Officer in 2007, a position he held until December 2010, at which time he was appointed President and Chief Operating Officer. In December 2011, he was named Moog's Chief Executive Officer. Mr. Scannell has also served on the Boards of Buffalo Niagara Partnership and M&T Bank. Mr. Scannell's range of management experience in engineering, operations management, contracts, and finance, along with his in-depth knowledge of aerospace markets, products, and technologies and prior board experience, make him highly qualified to serve as a director and Board Chair. His notable tenure at Moog, where he successfully drove innovation, further solidifies his capability to lead the Company as Chair. In addition to an MBA from Harvard Business School, Mr. Scannell holds BS and MS degrees in Electrical Engineering from University College Cork, Ireland.

  52. TO BE HELD MAY 15, 2026

    | KATHARINE L. PLOURDE | | Age: 74 Director Since: 2013 |

  53. TO BE HELD MAY 15, 2026

    Katharine L. Plourde is currently engaged in private investing and previously was a principal and analyst at the investment banking firm Donaldson, Lufkin & Jenrette. Ms. Plourde has a wide range of investment and financial services industry experience, including working on stock selection with institutional investors and on valuation and strategy with investment bankers. Ms. Plourde was named to the Institutional Investor Research Hall of Fame in 2011 to commend her work as an analyst. Ms. Plourde has previously served as a Director of Pall Corporation, a global provider of filtration, separation and purification products and systems, and of OM Group Inc. (OMG), a provider of specialty chemicals, advanced materials and technologies. She served as Lead Independent Director of OMG and on the Audit Committees of OMG and Pall. Ms. Plourde has also served on the Board of Directors of Evercore Equity Fund, a mutual fund, since 2014.

  54. TO BE HELD MAY 15, 2026

    | ALBANY INTERNATIONAL | 2025 AIN PROXY STATEMENT | Item 1 — Election of Directors | 21 |

  55. TO BE HELD MAY 15, 2026

    Ms. Plourde brings significant analytical and financial expertise to the Board in a number of critical areas, including investor relations, financial reporting, accounting, corporate finance, and capital markets. Her work with investors coupled with her expertise in specialty materials and chemicals makes her a valuable asset to the Board. Ms. Plourde's years of service on the Nominating and Governance Committees at Pall and OMG have also given her significant board governance experience, and contributed to her expertise on governance issues generally, making her highly qualified for her role as Chair of the Governance Committee.

  56. TO BE HELD MAY 15, 2026

    | KENNETH W. KRUEGER | | Age: 69 Director Since: 2016 |

  57. TO BE HELD MAY 15, 2026

    Kenneth W. Krueger is an experienced industrial manufacturing executive who currently serves as the Chairman of the Board of Manitowoc Company, Inc. He has been a member of the Manitowoc Board of Directors since 2004. From October 2015 until March 2016, he also served as Manitowoc's interim President and Chief Executive Officer. Mr. Krueger has also served as a director of Douglas Dynamics, Inc. since 2012, where he currently serves on the Audit, Compensation, and Nominating and Governance Committees. Prior to October 2015, Mr. Krueger served as Chief Operating Officer of Bucyrus International, Inc., a global manufacturer of mining equipment, having previously served as Executive Vice President. Mr. Krueger also served as Senior Vice President and Chief Financial Officer of A.O. Smith Corp., a global manufacturer of water heating and treatment systems, and as Vice President, Finance and Planning for the Hydraulics, Semiconductor and Specialty Controls segment of Eaton Corporation. Mr. Krueger's experience as a Chief Operating Officer, Chief Executive Officer and Chairman of a public company, as well as other public company service, both on boards and as an executive, greatly enhances his value and contributions to our Board of Directors. Moreover, his prior experience as a CFO makes him particularly well suited to Chair the Audit Committee of the Board.

  58. TO BE HELD MAY 15, 2026

    | J. MICHAEL McQUADE | | Age: 70 Director Since: 2020 |

  59. TO BE HELD MAY 15, 2026

    J. Michael McQuade is Director of the Program on Emerging Technology, Scientific Advancement, and Global Policy at the Belfer Center for Science and International Affairs of the Harvard University Kennedy School of Government. Dr. McQuade is also a member of the Board of Trustees of Carnegie Mellon University. Previously, Dr. McQuade served as Strategic Advisor to the President, and Vice President for Research at Carnegie Mellon University. He served on the Defense Innovation Board of the United States Department of Defense from 2016 to 2021, the President's Council of Advisors on Science and Technology from 2013 to 2018, and the Secretary of Energy's Advisory Board from 2008 to 2016. He also served for more than a decade as Senior Vice President, Science & Technology at United Technologies

  60. TO BE HELD MAY 15, 2026

    | ALBANY INTERNATIONAL | 2025 AIN PROXY STATEMENT | Item 1 — Election of Directors | 22 |

  61. TO BE HELD MAY 15, 2026

    Company which, prior to its merger with Raytheon Technologies Company, was a diversified company with extensive aerospace operations. Dr. McQuade also held positions as Vice President, 3M Medical Business; President, Kodak Health Imaging Business; and Senior Vice President, Eastman Kodak. Dr. McQuade holds BS, MS, and PhD degrees in physics from Carnegie Mellon University. Dr. McQuade's extensive background in research, technology and product development, operating and general management experience in large scale industries, and experience advising on policy and strategic direction for US government research investments, including operational incorporation of modern technology into Department of Defense applications, are valuable attributes for oversight of the Company’s research and development operations as well as its Albany Engineered Composites segment in particular, which seeks to grow as a key supplier to customers in the aerospace industry.

  62. TO BE HELD MAY 15, 2026

    | CHRISTINA M. ALVORD | | Age: 58 Director Since: 2022 |

  63. TO BE HELD MAY 15, 2026

    Christina M. Alvord is a proven and accomplished global P&L leader. After more than 20 years in executive leadership roles in industrial businesses, she now serves as an independent director on public company boards. From 2016 to 2021, Ms. Alvord served in various roles at Vulcan Materials Company, including President of two separate business units, Southern & Gulf Coast Division and Central Division. Ms. Alvord started at the General Electric Company in 2002 and held various technical and executive leadership positions at GE Aviation including President of Middle River Aircraft Systems, President of Unison Industries, and General Manager of the both the Turbine Airfoils Center of Excellence and Engine Component Repair. Ms. Alvord's prior experience also includes seven years at McKinsey and Company focusing on client strategy across a wide range of industries, providing a solid strategic background. Ms. Alvord has been a public company director since 2020 and currently serves on the Board of Directors of Apogee Enterprises and Elevra Lithium Limited (formerly Piedmont Lithium). She holds a BS degree in Political Science, and a BS and MS degree in Mechanical Engineering, all from Massachusetts Institute of Technology, and an MBA from Harvard Business School. Ms. Alvord's current experience on multiple boards, background as a leader of industrial businesses, valuable experience in design, engineering, and manufacturing across the global aerospace market, as well as deep operational and supply chain experience make her highly qualified to serve as a director of Albany International.

  64. TO BE HELD MAY 15, 2026

    | ALBANY INTERNATIONAL | 2025 AIN PROXY STATEMENT | Item 1 — Election of Directors | 23 |

  65. TO BE HELD MAY 15, 2026

    | RUSSELL E. TONEY | | Age: 56 Director Since: 2022 |

  66. TO BE HELD MAY 15, 2026

    Russell E. Toney is an experienced executive with broad experience across a number of disciplines and industries. He is currently President of Nortek Air Solutions, a leading manufacturer of custom air handling solutions for commercial, industrial and educational facilities. From 2018 to 2023 he was President, Specialty Products Group at Dover Corporation, a diversified global manufacturing company, after having served as Dover’s Senior Vice President, Global Sourcing, where he also had responsibility for its Global Innovation center. Before joining Dover, Mr. Toney spent 13 years at General Electric Company where he held various sales and leadership positions in GE Plastics, as well as supply chain and commercial leadership roles in GE Energy. Prior to that, he was a strategy consultant with The Boston Consulting Group and worked in engineering and manufacturing roles at The Procter & Gamble Company. Mr. Toney holds a BS degree in Chemical Engineering from the University of Dayton and an MBA from the Darden Graduate School of Business Administration at the University of Virginia. Mr. Toney's considerable experience driving revenue growth and profit improvement in global industrial manufacturing industries provides valuable insight as a director. His leadership skills, combined with his background in supply chain, engineering, sales and strategic consulting, are attributes that serve him well in this role. His broad functional expertise and extensive experience as a general manager make Mr. Toney highly qualified to serve as a director of Albany International.

  67. TO BE HELD MAY 15, 2026

    | GUNNAR KLEVELAND | | Age: 56 Director Since: 2023 |

  68. TO BE HELD MAY 15, 2026

    Gunnar Kleveland is a highly accomplished business leader with extensive expertise in the Aerospace and Defense sectors, complemented by his substantial experience managing intricate and diverse industrial portfolios. Since assuming the role of President and Chief Executive Officer at Albany International in September 2023, Mr. Kleveland has been instrumental in redefining the company's strategic trajectory. Prior to joining Albany International, Mr. Kleveland dedicated two decades to Textron, where he established a robust technical foundation in P&L leadership, operations, and supply chain management. He served as President and Chief Executive Officer of Textron Specialized Vehicles Inc., a prominent manufacturer of vehicle brands across the golf, industrial, powersports, and aviation sectors. He was also President of TRU Simulation + Training Inc., a company that builds aviation simulators for commercial, military, and private sectors as well as runs pilot training centers. As Executive Vice President of Integrated Operations for Bell Helicopter Textron Inc., Mr. Kleveland oversaw comprehensive manufacturing operations and supply chain responsibilities for a $3.5 billion enterprise spanning civil and military markets. Before his tenure at Textron, Mr. Kleveland served for 15

  69. TO BE HELD MAY 15, 2026

    | ALBANY INTERNATIONAL | 2025 AIN PROXY STATEMENT | Item 1 — Election of Directors | 24 |

  70. TO BE HELD MAY 15, 2026

    years in the Royal Norwegian Air Force (RNoAF) as an officer and fighter pilot. In addition to a degree from the RNoAF Academy his academic credentials include a BS degree in Professional Aeronautics from Embry-Riddle Aeronautical University and an MBA from Midwestern State University in Texas. Furthermore, he has completed executive leadership programs at prestigious institutions such as Duke University, Thunderbird School of Global Management, and Michigan State University. Mr. Kleveland's extensive international business and operational leadership experience, strategic vision, and proven ability to drive organizational growth render him a valuable asset to the Company and Board. His multilingual proficiency in English, Norwegian, Scandinavian languages, and German further augments his global leadership profile.

  71. TO BE HELD MAY 15, 2026

    | BONNIE C. LIND | | Age: 67 Director Since: 2024 |

  72. TO BE HELD MAY 15, 2026

    Bonnie C. Lind served as Sr. Vice President, Chief Financial Officer and Treasurer of Neenah Inc. following its divestiture from Kimberly-Clark Corporation in 2004, until her retirement in October 2020. Prior to that, Ms. Lind held a number of increasingly senior financial and operational positions within Kimberly-Clark Corporation, culminating in Assistant Treasurer. This extensive financial and paper industry experience provides valuable perspective and expertise for Ms. Lind's role on the Company's Board of Directors and her role on the Audit and Compensation Committees specifically. Ms. Lind is currently a Director at Hubbell Incorporated, where she is Chair of its Audit Committee and a member of its Corporate Governance Committee. Ms. Lind is also a Director of Mission Produce, where she is Chair of the Audit Committee. She previously served on the Boards of US Silica, Federal Signal and Empire District Electric Company. Ms. Lind holds a Bachelor of Business Administration (Finance) degree with honors from the University of Georgia. Ms. Lind's financial and industry experience, coupled with significant board and committee experience at other public companies, make her highly qualified to serve on the Company's Board of Directors. The table below summarizes the key experience, qualifications and attributes for each director nominee and highlights the balanced mix of experience, qualifications and attributes of the Board as a whole. This high-level summary is not intended to be an exhaustive list of each director nominee’s skills or contributions to the Board.

  73. TO BE HELD MAY 15, 2026

    | ALBANY INTERNATIONAL | 2025 AIN PROXY STATEMENT | Item 1 — Election of Directors | 25 |

  74. TO BE HELD MAY 15, 2026

    | | Aerospace Experience | Manufacturing/Operations Experience | Public Company Board Experience | Senior Leadership Experience | Finance / Capital Allocation | International Experience | Government and Public Policy | | John R. Scannell | • | • | • | • | • | • | | | Katharine L. Plourde | | | • | | • | • | | | Kenneth W. Krueger | | • | • | • | • | • | | | J. Michael McQuade | • | • | | • | | • | • | | Christina M. Alvord | • | • | • | • | • | • | • | | Russell E. Toney | • | | | • | • | • | | | Gunnar Kleveland | • | • | | • | • | • | | | Bonnie C. Lind | | • | • | • | • | • | |

  75. TO BE HELD MAY 15, 2026

    | ALBANY INTERNATIONAL | 2025 AIN PROXY STATEMENT | Item 1 — Election of Directors | 26 |

  76. TO BE HELD MAY 15, 2026

    DIRECTOR DEMOGRAPHICS

  77. Age

    | ALBANY INTERNATIONAL | 2025 AIN PROXY STATEMENT | Director Compensation | 27 |

  78. Age

    Effective January 2026, the Board, upon the recommendation of the Compensation Committee, and based on benchmark data provided by compensation consultant Pearl Meyer & Partners, approved an increase to directors’ annual equity grants in the amount of $10,000. Directors serving for only a portion of the year receive a pro-rated portion of their applicable compensation. Cash retainer fees are paid in four equal quarterly installments; the annual equity grant is paid shortly after the date of the Annual Meeting of Stockholders to each member who served on the Board during the year in which the meeting was held. A director whose final term ends at the Annual Meeting, or any director first elected at the Annual Meeting, receives one-half of the share retainer; directors elected otherwise than at an Annual Meeting receive a pro-rated portion of the equity grant at the time of appointment. Pursuant to the Directors’ Annual Retainer Plan, Directors may elect to receive any or all of the unpaid cash portion of their annual cash retainer (up to an additional $85,000) in stock. Directors may also elect to defer all or a portion of the stock issuable under their annual equity grant on or prior to December 31 of the year preceding the grant. Deferred stock is awarded pursuant to a Restricted Stock Unit Award Agreement under the 2023 Long Term Incentive Plan ("2023 Incentive Plan"). A deferred restricted stock unit account is established and maintained for each director who makes such an election and any issuance of shares of stock or distributions that are subject to such deferral are issued, settled, or paid pursuant to the director's deferral election. All directors are reimbursed for expenses incurred in connection with such services. In addition, the Company provides travel and liability insurance to all directors.

  79. Age

    | ALBANY INTERNATIONAL | 2025 AIN PROXY STATEMENT | Director Compensation | 28 |

  80. Age

    | ALBANY INTERNATIONAL | 2025 AIN PROXY STATEMENT | Director Compensation | 29 |

  81. Age

    | NAME | Fees Earned or Paid in Cash ($) | Stock Awards ($)1 | Option Awards ($) | Nonequity Incentive Plan Compensation ($) | Deferred Compensation Earnings ($) | All Other Compensation | TOTAL ($) | | John R. Scannell | 192,548 | 134,952 | — | — | — | — | 327,500 | | Katharine L. Plourde | 109,048 | 134,952 | — | — | — | — | 244,000 | | Kenneth W. Krueger | 114,048 | 134,952 | — | — | — | — | 249,000 | | Mark J. Murphy | 104,048 | 134,952 | — | — | — | — | 239,000 | | J. Michael McQuade | 22,055 | 219,945 | — | — | — | — | 242,000 | | Christina M. Alvord | 99,548 | 134,952 | — | — | — | — | 234,500 | | Russell E. Toney | 104,548 | 134,952 | — | — | — | — | 239,500 | | Bonnie C. Lind | 104,548 | 134,952 | — | — | — | — | 239,500 |

  82. Age

    PART I - Overview Compensation Philosophy and Objectives The Committee strongly believes in pay for performance. The principal objectives of the Company's executive compensation program are to: ■Enable the Company to attract and retain talented, well-qualified, experienced, and highly motivated executives whose performance will substantially enhance the Company’s performance; ■Reinforce the Company’s strategic objectives and core values; ■Align executive pay results with the Company’s performance results both in terms of short-term financial performance and long-term shareholder value creation, while not encouraging excessive risk taking; and ■Reflect sound governance principles and best practices. To further these objectives, the Company: ■Targets total direct compensation opportunities near the market median, with other relevant factors also being considered when making pay determinations (e.g., experience, growth potential, internal equity, succession planning, etc.); ■Provides a higher portion of target total compensation in the form of variable incentives than fixed base salary, such that actual compensation earned by our executives increases or decreases based on Company performance and shareholder value; ■Utilizes both short-term and long-term incentives to appropriately balance the achievement of annual operating plans, multi-year financial objectives, and long-term shareholder value creation; ■Evaluates performance measures, weights, and goals annually to ensure alignment with the Company’s business strategy and performance expectations, which evolve as the operating environment and business mix change; and ■Denominates and settles long-term incentive awards in Company stock and requires executives to achieve and maintain a minimum level of stock ownership and prohibit the selling of shares (net of taxes) until the minimum ownership level is attained.

  83. Age

    ELEMENTS OF COMPENSATION The Company's executive compensation program incorporates several components of compensation. Not every component need be granted, or made available, to all executives. Flexibility in the use of each discrete component provides the Committee the ability to adjust to changes in market conditions and for performance. This flexibility is evidenced in the Committee's practice of adjusting the allocation between long- and short-term compensation, and in its varying use of cash and non-cash elements. In 2025, the principal components of the executive compensation program are summarized and described in more detail below. KEY ELEMENTS OF COMPENSATION ■Annual Base Salary — Core cash portion of compensation. ■Short-Term Incentive (STI) Plan — Annual cash incentive bonuses. ■Long-Term Incentive (LTI) Plan — Stock-based awards to reward performance. Base Salary Annual base salary constitutes the core cash portion of the compensation for every member of management, including the Company's NEOs. In determining the appropriate amount to be established as base salary, the Committee considers benchmarking data, the NEO's past performance, his or her individual importance to the Company, and internal equity. Short-Term Incentive Plan The Short-Term Incentive Plan (previously separately known as the "APP Performance Award" and the "Annual Incentive Plan") offers annual cash bonuses to the CEO and his direct reports (the "Senior Leadership Team"), including the NEOs, and about 400 other executives and managers. The Senior Leadership Team receives Annual Performance Plan (APP) Awards, while others receive Annual Incentive Plan (AIP) Awards, all governed by the Company’s 2023 Incentive Plan to reward performance. APP Awards are determined by the Committee based on alignment with business goals, input from executive compensation consultants, award history, and overall compensation strategy. Bonuses are typically calculated using Company, business unit, and/or individual performance against yearly targets, with target opportunities set as a percentage of base salary. For executives and managers who are not members of the Senior Leadership Team, awards under the AIP are determined based on achievement against pre-established company and business performance metrics, with individual target opportunities expressed as a percentage of base salary and payouts subject to applicable threshold, target, and maximum performance levels. Under the STI Plan, recipients can earn between 0% and 200% of their target bonus depending on performance against established goals. Performance is reviewed and certified, and payouts are made the following March. Bonuses are paid at target only if appropriate performance levels are met; lower or higher payouts are made if performance is below or above target, respectively. Threshold and maximum performance levels are based on the annual operating plan approved by the Board of Directors.

  84. Age

    Long-Term Incentive Plan The Long-Term Incentive Plan (previously referred to as the "MPP Performance Award") is a stock-based incentive plan that currently consists of two award types - Restricted Stock Units (RSUs) and Performance Stock Units (PSUs), both governed by the Company's 2023 Incentive Plan. The RSUs vest ratably over three years from the grant date and are settled in stock following vesting. The PSUs are earned at the end of a three-year performance period based on actual results against pre-set goals. The payout opportunity range on PSUs is between 0% and 200% of the target award based on actual Company performance. The metrics to measure performance under the performance stock component of the LTI Plan were modified in 2025 from 100% adjusted EBITDA to one-third each for adjusted EBITDA, return on invested capital (ROIC), and relative total shareholder return (rTSR) to better align the compensation program with the Company's long-term strategic objectives. Once determined, PSU awards are settled in full in stock in the March immediately following the end of the three-year performance period. The performance period for the long-term performance incentive awards granted in 2025 runs from January 1, 2025 through December 31, 2027. When establishing performance goals for all performance-based incentive compensation programs, the Committee intends that there be a rather high probability that threshold levels will be met, and a rather low probability that maximum levels will be met. The performance measurement metrics and goals for the 2025 performance-based incentive compensation program were drawn from the annual operating plan approved by the Board of Directors for 2025. Performance Phantom Stock The Company's Performance Phantom Stock Plan (the “Performance Phantom Stock Plan”), a cash-based plan with a one-year performance period, was discontinued in 2025. Participants were transitioned into the equity-based Long-Term Incentive Plan, which features a three-year performance period. Other Plans and Programs In addition to the foregoing, the Company maintains a tax-qualified 401(k) defined contribution plan (the "401(k) Plan") in which all U.S. employees are generally eligible to participate, including our NEOs. Under the 401(k) Plan, a participant is entitled to contribute up to 100% of his or her income (subject to IRS-imposed limitations). The Company will match contributions made by the employee under the 401(k) Plan, up to a maximum of 5% of the employee's pre-tax income. The Company also maintains a profit-sharing plan for all eligible U.S. employees, including our NEOs. Under the profit-sharing plan, the Company makes an additional, discretionary profit-sharing contribution to the accounts of participants in the 401(k) Plan. The amount of the Company's contribution is generally determined using a formula similar to the one used to determine the Company CEO's performance under his annual APP Performance Award. The actual amount is determined by the Committee in its sole discretion, and typically amounts to between 2% and 3% of each participant's annual salary. Beginning in 2024, the Committee set a minimum of 2% and maximum of 5% for the Company's profit-sharing contribution. The contributions are made in cash and allocated to investments chosen by plan participants.

  85. Age

    independence of Pearl Meyer using criteria established by the New York Stock Exchange and has consistently determined them to be independent. The Committee reviews and approves the Company’s peer group for compensation benchmarking purposes every other year, with the assistance of Pearl Meyer. For 2025, Pearl Meyer benchmarked individual compensation against a peer group of companies approved by the Committee in 2023. The peer group consisted of 19 publicly-traded U.S. companies in the same or related industries with comparable revenues, employees, and international operations. In 2025, Pearl Meyer developed a revised peer group based on multiple objective criteria, including peer group median statistics for revenue, EBITDA, market capitalization, and enterprise value; industry relevance to both the Company’s Machine Clothing and Albany Engineered Composites businesses; and a preference for companies with diversified, multi‑business operating models. As part of this review, the Committee approved the removal of Teledyne Technologies Incorporated, HEICO Corporation, Barnes Group, Inc., Kaman Corporation, Triumph Group, Inc., SPX FLOW, Inc.3, and the addition of Mueller Water Products, Inc., Helios Technologies, Inc., Ducommun Incorporated, and Standex International Corporation. The Committee approved the new peer group in May 2025, following its determination of 2025 compensation. This peer group will be used to benchmark compensation awards for 2026 and thereafter and consists of the following companies: Woodward, Inc.; Curtiss-Wright Corporation; BWX Technologies, Inc.; Nordson Corporation; Graco, Inc.; Franklin Electric Co., Inc.; SPX Technologies, Inc.; Hexcel Corporation; Mueller Water Products, Inc.; ESCO Technologies, Inc.; Kadant Inc.; Enpro, Inc.; TriMas Corporation; Mercury Systems, Inc.; Helios Technologies, Inc.; Ducommun Incorporated; and Standex International Corporation. Representatives from Pearl Meyer communicate directly with members of management as needed, including the Company's CEO and personnel from the Human Resources function, with the acknowledgement and encouragement of the Committee. However, the consultant is retained by, instructed by, serves for, and reports to the Committee, and its main point of contact remains the Chair of the Committee. Notwithstanding the use of a compensation consultant, the Committee is ultimately responsible for all compensation matters. The Impact of Accounting or Tax Considerations When confronted with a choice between two comparable forms of compensation, the Committee has in the past favored the form with the lower tax cost (to the employee and/or the Company), more favorable accounting treatment, or more favorable impact on the Company's borrowing cost pursuant to its primary revolving credit facility. Equity Ownership Requirements or Guidelines The Company's Board of Directors has adopted stock ownership guidelines for the Company's CEO and all other NEOs. Those guidelines provide that the CEO is expected to own and hold shares of the Company's Common Stock equal in value to five times current base salary. The other NEOs are expected to own and hold shares equal in value to two times their base salary. There is no deadline by which these targets should be attained, but at any time that the value of one's holdings is less than his or her target, he or she will be expected to retain, in addition to all shares already owned, (1) all shares acquired upon the exercise of any stock options, and (2) all shares received upon a distribution of shares pursuant to the terms of any Performance Award (in each case, net of shares used, if any, to satisfy the exercise price, taxes, or commissions). Messrs. Kleveland, Station, Stein, Stone, and Gaug had not reached the applicable guideline by the end of 2025. The Committee does not believe that adoption of share ownership guidelines for other officers is warranted at this time. 3 SPX FLOW, Inc. was acquired in 2022, and SPX Technologies, Inc. is the successor to SPX Corporation.

  86. Age

    described below. As of December 31, 2025, the Company had not entered into employment contracts with any other NEO. STRUCTURING THE 2025 COMPENSATION PROGRAM — PAY FOR PERFORMANCE The first step to determining 2025 compensation for NEOs was to establish a total direct compensation target for each executive. The Committee considers benchmarking data as well as the executive's past performance and his or her individual importance to the Company when establishing such targets. The Committee considers the total direct compensation target and base salary paid to similarly-situated executives at companies included in its benchmarking group (see page 43). It also notes the mean and median compensation paid to executives in the benchmarking group and compares those amounts to the amounts awarded to the Company's own executives in prior years. Once total direct compensation targets are established, the Committee selects the compensation elements to be used, and allocates the targeted compensation among the selected components. In making these determinations, the Committee reviews the mix of the compensation paid to executives in the benchmarking group, focusing on long-term and short-term compensation, fixed and variable components, and the ratio of earned compensation paid as equity or cash. The Committee determined that the 2025 total direct compensation target opportunities for NEOs would be paid as base salary, and through short-term and long-term incentive compensation awards. The Committee then allocated how much of the total direct compensation target would be allocated to each component based on benchmarking data, internal equity and other considerations. After the total direct compensation target was allocated among these components, the Committee established the performance measurement metrics and goals against which each NEO's performance would be judged to determine how much of the incentive compensation, if any, would be earned by that NEO at the end of 2025. Lastly, the Committee determined the form in which each component should be paid, if earned. Base salary and the short–term incentive awards were both established as cash compensation, while long-term performance incentive awards were determined to be payable in equity.

  87. Age

    Lastly, the Committee determined the proper allocation between stock and cash for the performance awards and RSU grants. For 2025, the PSU Award allocation was 100% stock, and a distinct target share opportunity was identified. Similarly, since the RSUs are settled in shares, a distinct share amount was also established. Moreover, since the PSU grant and the RSU grant were each intended to represent fifty percent (50%) of each NEO’s long-term incentive, the share grant amounts were equal. The grant date share price was used to determine the actual number of shares granted in the RSU award and the actual number of shares for the PSU grant stock target. For the APP Performance Award, the allocation was 100% cash, and a target dollar amount was identified in the award agreement. The following table sets forth the target opportunities established for each of the NEOs for the PSU Award and the APP Performance Award, and the number of shares granted in the RSU Award, which, together, constitute the entirety of each NEO’s long-term incentive compensation.

  88. Age

    | NEO | APP Opportunity Cash | PSU Opportunity Shares | RSU Shares Granted | | Gunnar Kleveland | $950,000 | 16,349 | 16,349 | | Willard Station | $450,000 | 6,370 | 6,370 | | Robert Starr | $420,000 | 5,632 | 5,632 | | Jairaj Chetnani | $119,360 | 747 | 747 | | Merle Stein | $315,000 | 3,379 | 3,379 | | Chris Stone | $360,500 | 3,867 | 3,867 | | Joseph Gaug | $325,500 | 3,201 | 3,201 |

  89. Age

    | Kleveland, Station, Starr, Chetnani & Gaug | | | PERFORMANCE METRICS | Weight | | 1. 2025 AIN Adjusted EBITDA | 55% | | 2. 2025 AIN Adjusted Free Cash Flow | 35% | | 3. AIN TRIR | 10% | | Stein | | | PERFORMANCE METRICS | Weight | | 1. 2025 MC Adjusted EBITDA | 55% | | 2. 2025 MC Adjusted Free Cash Flow | 35% | | 3. AIN TRIR | 10% | | Stone | | | PERFORMANCE METRICS | Weight | | 1. 2025 AEC Adjusted EBITDA | 55% | | 2. 2025 AEC Adjusted Free Cash Flow | 35% | | 3. AIN TRIR | 10% |

  90. Age

    | PERFORMANCE METRIC | Weight | | Aggregate AIN Adjusted EBITDA | 33% | | AIN Adjusted Return on Invested Capital | 33% | | AIN Relative TSR | 34% |

  91. Age

    In determining the 2025 actual cash APP payment for Mr. Stone and in keeping with the Company’s commitment to align pay with performance, the Committee exercised positive discretion to increase Mr. Stone's bonus payment from $186,018 to $261,018 in recognition of strategic contributions and leadership in advancing key business transformation initiatives during the year. Messrs. Starr and Chetnani's 2025 APP Performance Awards were forfeited due to voluntary separation during 2025. Additionally, in accordance with the terms of the award agreements, a portion of the RSUs granted to each of the NEOs (except for Messrs. Starr and Chetnani, who forfeited their RSUs due to voluntary separation during 2025) as part of their 2025 long-term incentives vested and became payable in March 2026. One-third of each applicable NEO’s target vested and was paid in shares. The number of shares paid to each applicable NEO is set forth in the following table:

  92. Age

    These shares were in addition to any shares that vested under RSU grants made in prior years. The performance period for PSU Awards granted in 2025 runs through December 31, 2027. The Company considers compensation earned under a PSU Award to have been earned over the entirety of the performance period. However, 2025 was also the final year of the three-year performance period for MPP Performance Awards granted in 2023. The performance measurement metrics for each of the NEOs in the 2023 MPP Performance Awards and the threshold, target and maximum goals for the metrics are presented in the subsequent table.

  93. Age

    | Name and Principal Position | Year | Salary ($) | Bonus ($)1 | Stock Awards ($)2 | Option Awards ($)3 | Nonequity Incentive Plan Compensation ($)4 | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)5 | All Other Compensation ($)6 | Total | | Gunnar Kleveland, President and CEO | 2025 | 922,327 | — | 2,612,570 | — | 699,5507 | — | 24,838 | 4,259,285 | | | 2024 | 920,250 | — | 1,854,000 | — | 1,009,914 | — | 137,658 | 3,921,822 | | | 2023 | 300,000 | — | 3,300,000 | — | 507,480 | — | 139,669 | 4,247,149 | | Willard Station, Executive VP & Chief Financial Officer | 2025 | 184,615 | — | 2,793,308 | — | 331,7428 | — | 24,146 | 3,333,812 | | Robert Starr, Former Executive VP & Chief Financial Officer | 2025 | 243,121 | — | 899,994 | — | — | — | 258,902 | 1,402,017 | | | 2024 | 582,825 | — | 880,650 | — | 451,570 | — | 97,511 | 2,012,556 | | | 2023 | 412,885 | — | 1,454,898 | — | 507,214 | — | 80,939 | 2,455,936 | | Jairaj Chetnani, Former Interim Chief Financial Officer | 2025 | 280,576 | — | 119,371 | — | — | — | 11,442 | 411,388 |

  94. Age

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Nonequity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total | | Merle Stein, President, Machine Clothing | 2025 | 501,955 | — | 539,964 | — | 271,9159 | — | 272,481 | 1,586,314 | | | 2024 | 342,668 | — | 595,550 | — | 329,413 | — | 120,280 | 1,387,911 | | Chris Stone, President, Albany Engineered Composites | 2025 | 510,962 | — | 617,947 | — | 268,01810 | — | 19,574 | 1,416,500 | | | 2024 | 182,692 | — | 2,400,000 | — | 353,538 | — | 6,110 | 2,942,341 | | Joseph Gaug, Sr. VP - General Counsel & Secretary | 2025 | 450,888 | — | 511,520 | — | 244,28911 | — | 22,083 | 1,228,780 | | | 2024 | 447,133 | — | 496,622 | — | 324,422 | — | 20,201 | 1,288,378 | | | 2023 | 428,942 | — | 434,109 | — | 480,207 | — | 21,523 | 1,364,781 |

  95. Relationship between “Compensation Actually Paid” and Performance

    Relationship between “Compensation Actually Paid” and Performance The graphs that follow show the relationship of “compensation actually paid” to our PEOs and other named executive officers in 2021, 2022, 2023, 2024 and 2025 to (1) the TSR for both the Company and our compensation peer benchmarking groups, (2) the Company’s net income, and (3) the Company’s adjusted EBITDA. For the purposes of these graphs, an averaged "compensation actually earned" is used for Messrs. Higgins and Kleveland for 2023.