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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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ASTEC INDUSTRIES, INC.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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Proposed maximum aggregate value of transaction:
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Filing Party:
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Date Filed:
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Our simplification efforts enabled us to clearly see the business and our opportunities to create value. We streamlined our operating structure from three reporting segments to two reporting segments with our Operational Excellence initiatives leading to the rationalization of our manufacturing footprint in order to yield greater efficiencies. The process of back office and ERP system consolidation was initiated, each with a designed path to improve access to data, improve operating efficiencies and reduce operating expenses.
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In late 2019, we introduced the OneASTEC business model, which codifies how we operate, conduct ourselves, how we focus on customers in all that we do and ultimately are the guiding principles of how we grow.
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We invested in accretive acquisitions, two of which expanded our presence in the concrete industry and one that provided a platform on which to enhance our telematics offering. Growth will come from the strategic investment of time, resources and capital. Included in this investment is a rigorous, disciplined approach to sustainable new product development. This will propel us toward obtaining our long-term goals.
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Barry Ruffalo
President and Chief Executive Officer
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William Gehl
Chairman of the Board
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WHAT:
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2021 Annual Meeting of Shareholders of Astec Industries, Inc.
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WHEN:
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Tuesday, April 27, 2021 at 10:00 a.m., Eastern Daylight Time (“EDT”)
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WHERE:
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Our meeting will be a virtual shareholder meeting, conducted via live audio webcast, a format designed to ensure the safety of participants due to the ongoing COVID-19 pandemic and also to increase shareholder access to the meeting. In addition to online attendance, this format provides shareholders with the opportunity to hear all portions of the official meeting, submit written questions during the meeting, and vote online during the open poll section of the meeting. You are invited to attend the live webcast of our meeting, vote your shares and submit questions at www.virtualshareholdermeeting.com/ASTE2021. To join the meeting, you will need the 16-digit control number that is printed on your Notice Regarding the Availability of Proxy Materials (“Notice”). When accessing our 2021 Annual Meeting, please allow ample time for online check-in, which will begin around 9:45 a.m., EDT, on Tuesday, April 27, 2021. If a bank, brokerage firm, or other nominee holds your shares, you should contact that organization for additional information.
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WHY:
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We are holding the 2021 Annual Meeting for the following purposes, as more fully described in our proxy statement:
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1.
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to re-elect to our Board of Directors two directors for three-year terms or until their successor is duly elected and qualified (Proposal No. 1);
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2.
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to approve, on a non-binding, advisory basis, the compensation of our named executive officers (Proposal No. 2);
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3.
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to approve the Astec Industries, Inc. 2021 Equity Incentive Plan (Proposal No. 3);
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4.
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to ratify the appointment of KPMG LLP as our independent registered public accounting firm for the calendar year 2021 (Proposal No. 4); and
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5.
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to transact such other business as may be properly presented at the 2021 Annual Meeting or any adjournments or postponements thereof.
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RECORD DATE:
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Shareholders of record as of the close of business on February 24, 2021 (“Record Date”) are entitled to this Notice and to vote at the 2021 Annual Meeting or at any adjournment or postponement that takes place.
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PROXY VOTING:
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On or about March 18, 2021, we will mail to shareholders of record as of the Record Date (other than those who previously requested electronic or paper delivery on an ongoing basis) a Notice with instructions for accessing our proxy materials and voting instructions over the Internet, by telephone, or by mail. We expect that our proxy statement and other proxy materials will be available to shareholders on this same date.
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1 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2021
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Date and Time
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Record Date
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Location
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April 27, 2021 at 10:00 a.m.
EDT
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February 24, 2021
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This year’s meeting will be a virtual Annual Meeting at www.virtualshareholdermeeting.com/ASTE2021
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Proposal
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Board
Recommendation
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1
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To re-elect two directors in Class II to serve until the Annual Meeting of Shareholders in 2024, or in the case of each director, until a successor is duly elected and qualified.
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FOR each
nominee
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2
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To vote on a non-binding resolution to approve the compensation of the Company’s executive officers.
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FOR
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3
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To approve the Astec Industries, Inc. 2021 Equity Incentive Plan.
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FOR
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4
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To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the calendar year 2021.
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FOR
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Name
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Age
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Director
Since
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Principal Occupation
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Committee
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James B. Baker
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75
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2010
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Managing Partner,
River Associates Investments
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Audit Committee (Chair)
and Compensation Committee
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Glen E. Tellock
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60
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2006
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President and CEO, Lakeside Foods
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Audit Committee
and Compensation Committee
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2 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2021
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Our new, reinvigorated product development process now also includes checks for energy efficiency and environmental impact in early stages of each project;
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Reduced recordable injuries 15% compared to fiscal 2019; and
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•
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Updated our Supplier Code of Conduct that all suppliers are expected to comply with.
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3 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2021
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Proposal 1: The re-election of the two Class II director nominees identified in this Proxy Statement;
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Proposal 2: The approval, on an advisory basis, of the compensation of our named executive officers;
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Proposal 3: The approval of the Astec Industries, Inc. 2021 Equity Incentive Plan;
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Proposal 4: The ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the calendar year 2021; and
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The transaction of any other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.
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4 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2021
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By Internet: www.proxyvote.com
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By telephone: 1-800-579-1639
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•
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By email: sendmaterial@proxyvote.com (follow instructions on the Notice)
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5 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2021
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Proposal
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How may I vote?
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How does the Board recommend I vote?
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1.
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The re-lection of the two Class II director nominees identified in this Proxy Statement, each for a three-year term or until their successor is duly elected and qualified.
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FOR the re-election of all Class II director nominees named herein, WITHHOLD authority to vote for all such Class II director nominees; or FOR the re-election of all such Class II director nominees other than any nominees with respect to whom the vote is specifically WITHHELD by indicating in the space provided on the proxy.
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FOR each Class II director.
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2.
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The approval, on a non-binding, advisory basis, of the compensation of our named executive officers.
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FOR or AGAINST, or you may ABSTAIN from voting on the matter.
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FOR
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3.
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The approval of the Astec Industries, Inc. 2021 Equity Incentive Plan.
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FOR or AGAINST, or you may ABSTAIN from voting on the matter.
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FOR
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4.
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The ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the calendar year 2021.
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FOR or AGAINST, or you may ABSTAIN from voting on the matter.
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FOR
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Proposal
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Voting Requirement
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1.
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The re-election of the two Class II director nominees identified in this Proxy Statement each for a three-year term or until their successor is duly elected and qualified.
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To be elected, a nominee must receive the affirmative vote of a majority of the votes present in person or by proxy and entitled to vote on this proposal, meaning that the votes cast by the shareholders “FOR” a nominee’s election must exceed the number of votes cast “WITHHELD” with respect to a nominee’s election the approval of the proposal.
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2.
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The approval, on an advisory basis, of the compensation of our named executive officers.
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To be approved, this non-binding vote must be approved by a majority of the votes cast on this proposal, meaning that the votes cast by the shareholders “FOR” the approval of the proposal must exceed the number of votes cast “AGAINST” the approval of the proposal.
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3.
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The approval of the Astec Industries, Inc. 2021 Equity Incentive Plan.
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To be approved, the Astec Industries, Inc. 2021 Equity Incentive Plan must be approved by a majority of the votes cast on the proposal, meaning that the votes cast by the shareholders “FOR” the approval of the proposal must exceed the number of votes cast “AGAINST” the approval of the proposal.
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4.
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The ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the calendar year 2021.
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To be approved, this vote must be approved by a majority of the votes cast on the proposal, meaning that the votes cast by the shareholders “FOR” the approval of the proposal must exceed the number of votes cast “AGAINST” the approval of the proposal.
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6 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2021
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Vote by Internet by going to www.proxyvote.com at any time up until 11:59 p.m., EDT, on April 26, 2021. Please have your Notice or proxy card in hand when you access the website and then follow the instructions.
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Vote by telephone at 1-800-690-6903 at any time up until 11:59 p.m., EDT, on April 26, 2021. Please have your Notice or proxy card in hand when you call and then follow the instructions.
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Vote by mail if you requested and received a proxy card. Please mark, sign, and date your proxy card and return it in the postage-paid envelope we provided with it or return it to Vote Processing, c/o Broadridge , 51 Mercedes Way, Edgewood, NY 11717.
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Shareholders of record: If you are a shareholder of record, you may revoke a proxy by:
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○
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completing and returning a later dated proxy card;
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○
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granting a subsequent proxy via Internet or telephone;
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7 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2021
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○
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delivering written notice to our Secretary at our principal executive office, bearing a date later than the proxy, stating the proxy is revoked; or
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○
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voting your shares online at the Annual Meeting.
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Beneficial owners: If you are a beneficial owner of shares but not the shareholder of record:
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○
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you may submit new voting instructions by contacting your broker, bank or other nominee; or
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○
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you may vote at the Annual Meeting if you obtain a legal proxy as described in the answer to the question “How do I vote my shares during the Annual Meeting?” above.
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•
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FOR the re-election of each of the Class II director nominees identified in this Proxy Statement;
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•
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FOR the approval, on an advisory basis, of the compensation of our named executive officers;
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•
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FOR the approval of the Astec Industries, Inc. 2021 Equity Incentive Plan; and
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•
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FOR the ratification of KPMG LLP as our independent registered public accounting firm for the calendar year 2021.
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8 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2021
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9 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2021
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•
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Chief Executive Officer
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Chief Information Officer
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Senior Vice President and Chief Human Resources Officer
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Senior Vice President of Administration and Investor Relations
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Senior Vice President of Operational Excellence
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Double Barrel drum mixer (our drum inside a drum invention) that allows operators of asphalt plants to use one fuel source to both pre-heat aggregate and heat the mixing drum, thereby eliminating the need for separate fuel sources for separate drums in which to heat and mix the aggregate.
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Double Barrel Green System that expands liquid asphalt as it enters into the mixing section of the asphalt plant which allows the production of asphalt at much lower temperatures and allows the use of higher amounts of recycled material, thereby eliminating smoke and smell, and reducing fuel consumption by up to 14% compared to traditional single-drum asphalt plants.
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Cold planers that remove and grind the old asphalt pavement for use in new mixes.
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Cold-in-place recyclers and stabilizers that recycle material thereby eliminating trucking of materials to a central site.
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Firestorm water heaters, with thermal efficiency of 99 percent, are used in the production of concrete, asphalt storage tanks and terminals and other applications. This provides major savings in fuel costs compared to heating water storage tanks.
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Crushing equipment which crushes recycled asphalt thereby increasing the amount of recycled material used in the mix and significantly reducing the need for virgin oil products.
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GT205 track screening plants use hybrid power consisting of electricity and fuel to reduce fuel usage.
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10 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2021
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Track-mounted wood chipping and recycling equipment is used to produce mulch and compost from waste wood. The unit not only reclaims fiber, but it removes material from the waste stream that fills our landfills, thus extending the life of existing landfills.
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Astec machines have Tier 4 Final emissions technology that reduce particulate matter and NOx emissions.
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adjusted work schedules to allow appropriate gaps between work-shifts enabling the proper amount of social distance between employees;
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provided additional personal protective equipment to employees;
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enabled employees to work from home where possible;
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limited employee travel and encouraged quarantine upon return;
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developed a special COVID-19 quarantine policy that mandated employees to take time off;
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increased hygiene, cleaning and sanitizing procedures at all locations;
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implemented temperature-taking and screening protocols for outside guests as well as employees upon entering facilities;
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launched a COVID-19 task force to increase communications and ensure our employees had access to up-to-date and accurate information; and
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started increasing the use of technology to hold meetings virtually where possible.
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provide mandatory safety trainings each month at our production facilities, which are designed to focus on empowering our employees with the knowledge and tools they need to make safe choices and to mitigate risks;
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local management completes safety management courses and cascade these safety practices throughout the organization, including daily “safety huddles” for each work-shift;
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we use safety scorecards, standardized signage, and visual management throughout our facilities, in addition to traditional safety training; and
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regularly feature safety best practices in our employee newsletters and town halls.
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11 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2021
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Astec Code of Conduct and Ethics (“Code of Ethics”), available at https://astecindustries.com/legal/corporate-code-of-conduct.html sets forth our expectations of our employees, officers, directors and other stakeholders in respect of dealing fairly and honestly with our stakeholders: shareholders, customers, suppliers, competitors and employees. All of us are expected to behave in an ethical manner and to not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair dealing practice. Our CEO, CFO, and other senior financial officers, including site controllers, are expected to comply with additional standards of conduct that are listed under the section of the Code of Ethics entitled “Supplemental Standards for Chief Executive Officer and Other Senior Financial Officers.”
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•
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Anonymous employee hotline for reporting possible violations of Code of Ethics is administered by an outside vendor. Telephone operators for this compliance hotline have been trained to receive the calls and generate a report to be sent to the compliance officer of the Company.
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Mandatory code of conduct training for all employees, including annual re-certifications.
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12 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2021
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Participated in five investor conferences
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Conducted 86 one-on-one meetings with investors
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Hosted an Investor Day
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13 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2021
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14 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2021
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Name
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Age
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Class
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Director
Since
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Current
Term
Expires
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Position
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Committee Membership
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AC
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CC
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NCGC
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Dorey, William G
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76
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I
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2011
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2023
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Former President & CEO of Granite Construction Incorporated
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•
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Chair
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Gehl, William D
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74
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I
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1999
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2023
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Former CEO of Gehl
Company
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•
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Potts, Charles F
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76
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I
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2014
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2023
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Former CEO of Heritage Construction and Materials
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•
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•
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Ruffalo, Barry A
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51
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I
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2019
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2023
|
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President and CEO of
Astec Industries, Inc.
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| |
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Baker, James B
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75
|
| |
II
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2010
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2021
|
| |
Managing Partner of River Associates Investments, LLC
|
| |
Chair
|
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•
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Frierson, Daniel K
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79
|
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II
|
| |
1994
|
| |
2021
|
| |
CEO of The Dixie Group, Inc.
|
| |
•
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| |
|
| |
Outgoing
Chair
|
|
|
Tellock, Glen E
|
| |
60
|
| |
II
|
| |
2006
|
| |
2021
|
| |
President and CEO of
Lakeside Foods
|
| |
•
|
| |
•
|
| |
|
|
|
Cook, Tracey H
|
| |
53
|
| |
III
|
| |
2018
|
| |
2022
|
| |
VP of Fluor & President of AMECO
|
| |
•
|
| |
•
|
| |
|
|
|
Howell, Mary L
|
| |
68
|
| |
III
|
| |
2019
|
| |
2022
|
| |
CEO of Howell Strategy Group
|
| |
•
|
| |
|
| |
Incoming
Chair
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|
|
Sansom, William B
|
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79
|
| |
III
|
| |
1995
|
| |
2022
|
| |
CEO of The H.T. Hackney Co.
|
| |
•
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| |
•
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Southern, William Bradley
|
| |
61
|
| |
III
|
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2018
|
| |
2022
|
| |
CEO of Louisiana-Pacific
|
| |
•
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•
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AC: Audit Committee
CC: Compensation Committee
NCGC: Nominating and Corporate Governance Committee
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| |
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15 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2021
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Qualifications & Attributes
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Accounting/Auditing: We operate in a complex financial and regulatory environment with disclosure requirements, detailed business processes and internal controls.
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Finance: Our business involves complex financial transactions and reporting requirements. We seek to have a number of directors who qualify as audit committee financial experts (as defined by the Exchange Act), and we expect all of our directors to be financially knowledgeable. As part of this qualification, we also seek directors who have relevant risk management experience.
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Government/Regulatory: As a public company and responsible corporate citizen, we expect effective oversight and transparency, and our shareholders demand it. In addition, we seek directors with experience interacting with governmental agencies because our business is directly affected by governmental actions and socioeconomic trends.
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Human Resources/Compensation: Attracting and retaining motivated individuals is key to success. We progressively evaluate and enhance human capital programs and diversity and inclusion initiatives. Our compensation programs are equitable and in line with shareholder interests.
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Industry Experience: Experience in the industrial goods industry provides a relevant understanding of our business, strategy and marketplace dynamics. As such, we seek to have directors with experience as executives or directors or in other leadership positions in the industries in which we participate.
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International: With global operations in several countries and prospects for further expansion, international experience helps us understand opportunities and challenges.
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Manufacturing/Operational Excellence: Our core competencies include the design, engineering and fabrication of heavy equipment. We employ best practices to maximize operational efficiencies.
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Mergers & Acquisitions: Mergers and acquisitions provide the opportunity to grow domestically and internationally.
|
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16 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2021
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Qualifications & Attributes
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Public Company Executive Experience: Experience in leading a large, widely-held organization provides practical insights on need for transparency, accountability and integrity, driven by practical understanding of organizations, processes, strategy and risk management, and know-how to drive change and growth.
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Strategy: As a publicly-traded business, strategic planning and development are the foundation of achieving success.
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Technology: We embrace technology to deliver products and services to the market, manage stakeholder data and enhance the customer experience. As such, we seek directors with backgrounds in technology because our success depends on developing and investing in new technologies and access to new ideas.
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Qualifications &
Attributes
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Gehl
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Baker
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Frierson
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Sansom
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Howell
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Tellock
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Potts
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Dorey
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Cook
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Southern
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Ruffalo
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Accounting/Auditing
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•
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•
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•
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•
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•
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Finance
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•
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•
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•
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•
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•
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•
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•
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Government/Regulatory
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•
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•
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Human Resources/Compensation
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•
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•
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•
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•
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•
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•
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•
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Industry Experience
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•
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•
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•
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•
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•
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•
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•
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•
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•
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International
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•
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•
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•
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Manufacturing/Operational Excellence
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•
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•
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•
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•
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•
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Mergers & Acquisitions
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•
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•
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•
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•
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•
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•
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•
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•
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•
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Public Company Executive Experience
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•
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•
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•
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•
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•
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•
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•
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•
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•
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•
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Strategy
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•
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•
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•
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•
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•
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•
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•
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•
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Technology
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•
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•
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17 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2021
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James B. Baker
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Age: 75
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James Baker has been a Managing Partner of River Associates Investments, LLC and predecessor entities, a private equity investment fund which partners with management teams in buyouts, divestitures and recapitalizations of lower middle market companies since 2001. From 1993 to 2001, he was a Partner in River Associates, LLC. Mr. Baker was President and Chief Operating Officer (1991-1992) and Senior Vice President (1987-1991) of CONSTAR International, Inc., a plastics container manufacturer. Mr. Baker also formerly served as a director of Wellman, Inc. and US Xpress. Mr. Baker has been a director of the Company since 2010.
Mr. Baker’s strong background in all aspects of executing acquisitions, both in the U.S. and internationally, are valuable to the Company. He also has over 31 years of experience in strategic planning and operating decisions for middle market companies in a variety of industries. Mr. Baker, who serves as one of the financial experts of the Company’s Audit Committee, has a financial background and has had a wide range of experience in financial reporting for publicly-owned companies. He has served as an independent director on the audit committees of two public companies, had primary responsibility for the financial reporting of a public company and also worked with several public companies during his career with Arthur Andersen & Co.
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Glen E. Tellock
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Age: 60
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Glen E. Tellock has been the President and CEO of Lakeside Foods, a privately-held international food processor, since May 2016 and plans to retire from this position effective May 2021. Previously, he served as the President and CEO of The Manitowoc Company, a manufacturer of construction and food service equipment, from May 2007 until October 2015. He also served as Chairman of the Board of The Manitowoc Company from February 2009 until October 2015. Prior to that, he served as Senior Vice President of The Manitowoc Company beginning in 1999 and President and General Manager of Manitowoc Crane Group beginning in 2002. Prior to joining Manitowoc in 1991, Mr. Tellock served as Financial Planning Manager with the Denver Post Corporation and as Audit Manager with Ernst and Whinney (now Ernst & Young, LLP). Mr. Tellock also currently serves as a director on the board of Badger Meter, Inc. Mr. Tellock has been a director of the Company since 2006.
Mr. Tellock, who serves as one of the financial experts of the Company’s Audit Committee and has previously served as an audit manager of a major accounting firm, provides the Board with extensive knowledge and experience with respect to financial reporting and risk assessment.
Accordingly, Mr. Tellock’s depth of public company leadership experience, expertise in managing complex manufacturing operations and knowledge in leading a multi-billion-dollar global company are especially valuable to the Board and management team. In addition, his knowledge of manufacturing and marketing of construction equipment both domestically and internationally provides the Board unique perspective.
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18 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2021
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Tracey H. Cook
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Age: 53
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Tracey H. Cook has been a Vice President of Fluor and President of AMECO since 2014. Fluor is a Fortune 500 engineering and construction company and AMECO offerings include construction equipment, tools and scaffolding solutions. Ms. Cook joined Fluor Corporation in 1989 and, beginning in 2001, served as AMECO’s Chief Financial Officer, VP of Regional Operations for North America/Caribbean and Chief Operations Office for the business globally before becoming its President in 2014. Prior to 2001, she worked in finance on multiple projects with various industry groups in addition to new business and e-commerce initiatives for Fluor. She then transferred to AMECO where she was instrumental in divesting the North American commercial equipment dealerships in 2001. She has a B.S. in Accounting from the University of South Carolina and has completed several executive management and leadership programs including Wharton and Thunderbird. Ms. Cook has been a director of the Company since 2018.
Ms. Cook brings nearly 31 years of experience in optimizing operations, finance, international business and the construction equipment industry. As a leader at a Fortune 500 engineering and construction company, Ms. Cook is uniquely qualified to provide relevant expertise that is very valuable to the Company as it executes its strategy. Ms. Cook serves as one of the financial experts of the Company’s Audit Committee.
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Mary L. Howell
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Age: 68
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Mary L. Howell has served as Chief Executive Officer of Howell Strategy Group, an international consulting firm, since the firm’s founding in 2010. Previously, Ms. Howell served as Executive Vice President of Textron Inc. from 1995 to 2009. She also served on the Textron Management Committee, which was composed of Textron’s top five executives responsible for the management of the company, for over 15 years. Ms. Howell served as Lead Director of the Board of Directors of Esterline Corporation, an aerospace and defense company until 2018. In addition, she serves on the Board of Vectrus, an industry-leading facilities management, logistics and network communications services company, and is a member of its Audit and Compensation Committees and Chairs the Strategy Committee. In 2008, Ms. Howell received the Charles Ruch Semper Fidelis Award and in 2010 became an Honorary Marine for her long-standing commitment to the U.S. Marine Corps and her leadership in various programs that have supported the Marine Corps mission. She graduated from the University of Massachusetts at Amherst with a Bachelor of Science Degree. Ms. Howell has been a director of the Company since 2019.
Ms. Howell has extensive experience in global operations, marketing, sales, business development and merger and acquisition transactions that strengthen the Board’s oversight of the Company’s strategic plans and enterprise risk. Ms. Howell also has significant board experience that has given her insight to sophisticated risk management practices that contributes to the Board’s oversight of the Company’s complex global operations.
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William B. Sansom
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Age: 79
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William B. Sansom has served as the Chairman and Chief Executive Officer of The H.T. Hackney Co., a diversified wholesale food distributor in the Southeast and Midwest United States, since 1983. Formerly, Mr. Sansom served as the Tennessee Commissioner of Transportation from 1979 to 1981 and as the Tennessee Commissioner of Finance and Administration from 1981 to 1983. Mr. Sansom has also previously served as a director of the board of the Tennessee Valley Authority, including two terms as its Chairman; as a director on the board of First Horizon National Corporation; as a director of Martin Marietta Materials, Inc.; and has served as a director of Mid-American Apartment Communities. Mr. Sansom served for 15 years on the University of Tennessee Board and was vice-chairman for 8 of those years. He also served on the Wake Forest Board and the Oak Ridge National Lab Board. Mr. Sansom has been a Director of the Company since 1995.
Mr. Sansom brings over 35 years of experience as a CEO and Chairman of a diversified distribution/manufacturing company. Having also served in numerous governmental positions for the State of Tennessee, Mr. Sansom offers information and insight into areas of government relations and regulatory issues. Mr. Sansom has also previously served on the Board of Directors of the National Crushed Stone Association and has former business experience in the aggregate industry when he was the President of American Limestone Company. Currently Mr. Sansom is a major owner, with his family, in a vermiculite mining company.
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19 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2021
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William Bradley Southern
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|
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Age: 61
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William Bradley Southern is the current Chairman of the Board of Directors of Louisiana-Pacific (“LP”), a global leader of high-performance building solutions based in Nashville, Tennessee, where he has also served as Chief Executive Officer and a member of the Board of Directors since 2017. Mr. Southern joined LP in 1999 and led LP’s siding business from 2005 to 2015 before taking the lead for OSB operations, a position he held until he was named Chief Operating Officer in 2016. Mr. Southern began his career with MacMillan Bloedel as a forester, where he held a variety of jobs in forestry, strategic planning, finance, accounting and plant management. He has a B.S. and a master’s degree in Forest Resources, both from the University of Georgia. Mr. Southern has been a director of the Company since 2018.
Mr. Southern brings to the Company more than 20 years of experience in the building materials manufacturing industry, including three years as CEO of a high-performance building solutions company. The Company benefits from his strong focus on operational execution and his fresh insights and perspective as the Company continues to execute its strategic plan to accelerate growth, improve profitability and drive shareholder value.
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William G. Dorey
|
|
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Age: 76
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William G. Dorey served as Director, President and Chief Executive Officer of Granite Construction Incorporated from 2004 until his retirement from employment in 2010. Mr. Dorey continued to serve as a Director of Granite Construction until June 2017. Granite Construction is a publicly traded heavy civil contractor engaged in the construction and improvement of roads, mass transit facilities, airport infrastructure, bridges, dams and other infrastructure-related projects and the production of sand, gravel and asphalt concrete and other construction materials. Mr. Dorey started his career with Granite Construction in 1967 and held numerous positions over his 42 years with the company. Mr. Dorey has also served in various industry leadership roles, including founding Chairman of the Construction Industry Ethics and Compliance Initiative (CIECI) Steering Committee, trustee of the Norman Y. Mineta International Institute for Surface Transportation Policy Studies, member on the Construction Industry Round Table (CIRT), director of the California Chamber of Commerce, and director of the California Business Roundtable. Mr. Dorey has been a director of the Company since 2011.
Mr. Dorey has extensive experience within the infrastructure construction industry and his knowledge and understanding of the industry and our customer needs provides valuable insight to the Company.
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William D. Gehl
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|
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Age: 74
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|
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William D. Gehl who currently serves as the Chairman of the Board of Astec Industries, also previously served as a member of the Board and Chief Executive Officer of Gehl Company, a company engaged in the manufacturing of compact construction equipment, from 1987 and 1992, respectively, until his retirement in 2009. Mr. Gehl also served as Chairman of the Board of Gehl Company from 1996 until his retirement. Since June 2011, Mr. Gehl has been an owner and Chairman of IBD of Southeastern Wisconsin, an exclusive distributor of Interstate Batteries in southeastern Wisconsin. Mr. Gehl also serves as Chairman of the Board and a Director of FreightCar America, a public company engaged in the manufacturing of railroad freight cars. Mr. Gehl is a member of the state bars of Wisconsin and Florida. Mr. Gehl has been a Director of the Company since 1999.
Mr. Gehl, having served as the CEO of a publicly owned construction equipment manufacturing company for 17 years, brings a broad range of experiences in both strategic planning and management. Mr. Gehl’s manufacturing, marketing and financing knowledge is very valuable to the Company.
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20 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2021
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|
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Charles F. Potts
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|
|
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Age: 76
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Charles F. Potts is the Chairman of the Board of Heritage Construction and Materials, a provider of construction materials and services that operates in the Midwest United States and China. He previously served as Chief Executive Officer of Heritage Construction and Materials from 2003 thru 2012. Prior to joining Heritage Construction and Materials, Mr. Potts was employed as an executive officer of Ashland, Inc., where he served as President of APAC Inc. and Senior Vice President of Ashland Inc. Mr. Potts also served as the Director of Construction of the Florida Department of Transportation for 18 years. Mr. Potts has previously served as the Chairman of the Board of the National Center for Asphalt Technology, the International Center for Aggregates Research and the American Road and Transportation Builders Association. Mr. Potts has been a Director of the Company since 2014.
Mr. Potts brings extensive experience in, and knowledge of, the construction and aggregates industry to the Company. In addition to his executive leadership experience in the industry, he has conducted extensive research involving highway construction materials and pavement design and published the original guide specification for asphalt recycled pavements.
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Barry A. Ruffalo
|
|
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Age: 51
|
|
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Barry A. Ruffalo has served as President and Chief Executive Officer (“CEO”) of Astec Industries since August 2019. Prior to joining Astec Industries, he was employed by Valmont Industries, a publicly-traded global producer of highly-engineered fabricated metal products, where he had served from 2015 to 2016 as Executive Vice President, Operational Excellence, from 2016 to 2017 as Group President - Energy & Mining, during 2017 as Group President - North America Structures/Energy/Mining and from 2018 to July 2019 as Group President of Global Engineered Support Structures. Preceding his career at Valmont Industries, from 2013 to 2015, Mr. Ruffalo served terms as President of the Irrigation and of the Infrastructure divisions of Lindsay Corporation, a publicly-traded global leader in proprietary water management and road infrastructure products and services.
Mr. Ruffalo, based on his current service as CEO of the Company and his prior service as an executive of two other companies, provides the Board with invaluable insight into industrial operations and knowledge of the Company’s current operations.
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Daniel K. Frierson
|
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Age: 79
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|
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Daniel K. Frierson has been the Chief Executive Officer of The Dixie Group, Inc., a public company in the floor-covering manufacturing business, since 1979 and has served as its Chairman of the Board since 1987. Mr. Frierson also previously served as a director on the board of Louisiana-Pacific Corporation until May 2017. Mr. Frierson had been a Director of the Company since 1994. Mr. Frierson, based on his more than 40 years of experience as a CEO of a public company and his service as a Director of the Company for more than 21 years, provided the Board with unique strategic planning and risk assessment experience. Mr. Frierson’s knowledge and experience in manufacturing also proved invaluable to the Company. We thank Mr. Frierson for his service to the Company.
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21 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2021
|
•
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Currently, an independent director serves as the Chair of the Board. The Board has the responsibility to fill the positions of Chair of the Board and Chief Executive Officer as it deems best for the Company and its shareholders from time to time. The Chair of the Board has been designated to preside at the Board meetings and executive sessions so long as he or she is an independent director. In the Chair’s absence, the Board would designate another independent director to preside at these meetings.
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•
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All of the Company’s directors, other than Mr. Ruffalo, are independent, and all members of the Audit, Compensation, and Nominating and Corporate Governance Committees are independent.
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•
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The independent directors meet in executive session without management present in connection with each quarterly Board meeting.
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•
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Directors must retire as of the date of the next annual meeting of shareholders after attaining age 75. Under the approved Director Transition Plan referenced above under “Board Refreshment”, all directors serving on the Board as of July 27, 2017 are eligible to serve for at least one additional complete term upon the expiration of their then current term.
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•
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If a director experiences a material change in his or her principal professional responsibility, including retirement from any such principal professional responsibility, such director should notify the Chair of the Board of the change and offer his or her resignation for consideration by the Board, which the Board may choose not to accept.
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•
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Directors are provided with orientation and continuing education opportunities on an ongoing basis relating to performance of their duties as directors.
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•
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The purpose, composition, structure, responsibilities and duties of each of the standing Board committees are set forth in written charters approved from time to time by the Board.
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•
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The Board and each of the Board committees have authority to engage outside advisers, including an independent compensation consultant and outside legal counsel, who are independent of management to provide expert or legal advice to the directors.
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•
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The Nominating and Corporate Governance Committee from time to time reviews the governance structures and procedures of the Company and suggests improvements thereto to the full Board, which, if adopted by the full Board, are then incorporated into our Corporate Governance Guidelines.
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•
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Each director must receive a majority of the shareholder votes present, in person or by proxy at the Annual Meeting.
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•
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We do not have a “poison pill” plan in place.
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•
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Our Insider Trading Policy prohibits our directors, officers and employees from purchasing financial instruments, or otherwise engaging in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of Company Common Stock.
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22 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2021
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23 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2021
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24 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2021
|
|
Name(1)
|
| |
Fees Earned
Paid in Cash
($)(2)
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Stock
Awards
($)(3)
|
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Total
($)
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James B. Baker
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| |
81,250
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| |
100,000
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181,250
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Tracey H. Cook
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| |
72,875
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| |
100,000
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| |
172,875
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William G. Dorey
|
| |
19,375
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161,250
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| |
180,625
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Daniel K. Frierson
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| |
79,250
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| |
100,000
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| |
179,250
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William D. Gehl
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| |
120,625
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| |
100,000
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| |
220,625
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Mary L. Howell
|
| |
72,875
|
| |
100,000
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| |
172,875
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Charles F. Potts
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| |
13,000
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| |
161,250
|
| |
174,250
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William B. Sansom
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| |
22,060
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| |
161,250
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| |
183,310
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William Bradley Southern
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| |
72,875
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| |
100,000
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| |
172,875
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Glen E. Tellock
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| |
74,250
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| |
100,000
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| |
174,250
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|
(1)
|
Mr. Ruffalo, our CEO, served as a director of the Company during fiscal 2020, but is not included in this section because he received no compensation for serving as a director.
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(2)
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Reflects annual retainers and supplemental annual retainers earned under the Company’s non-employee directors compensation plan and paid in cash, as described below.
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(3)
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Reflects the grant date fair value of (i) restricted stock units granted as payment of each director’s annual stock award, (ii) Common Stock awards granted as payment of the director’s annual retainer, with respect to Messrs. Dorey and Sansom, and (iii) deferred stock awards granted as payment of the director’s annual retainer, with respect to Mr. Potts, in each case pursuant to the Company’s non-employee directors compensation plan, as described below. The fair value of awards of Common Stock, restricted stock units and deferred stock was determined by reference to the market price of the underlying shares on the grant date and in accordance with FASB ASC Topic 718.
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|
Director
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| |
Restricted
Stock Units
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| |
Deferred
Stock Awards
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|
|
Mr. Baker
|
| |
2,494
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| |
|
|
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Ms. Cook
|
| |
2,494
|
| |
|
|
|
Mr. Dorey
|
| |
2,494
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| |
|
|
|
Mr. Frierson
|
| |
2,494
|
| |
7,195
|
|
|
Mr. Gehl
|
| |
2,494
|
| |
17,967
|
|
|
Ms. Howell
|
| |
2,494
|
| |
|
|
|
Mr. Potts
|
| |
2,494
|
| |
8,983
|
|
|
Mr. Sansom
|
| |
2,494
|
| |
|
|
|
Mr. Southern
|
| |
2,494
|
| |
|
|
|
Mr. Tellock
|
| |
2,494
|
| |
|
|
25 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2021
|
|
Service Description
|
| |
Amount
|
|
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Non-Executive Chairman
|
| |
$50,000
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Lead Director (if appointed)
|
| |
$20,000
|
|
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Audit Committee Chair
|
| |
$15,000
|
|
|
Compensation Committee Chair
|
| |
$10,000
|
|
|
Nominating and Corporate Governance Committee Chair
|
| |
$10,000
|
|
|
Audit Committee member
|
| |
$8,000
|
|
|
Compensation Committee member
|
| |
$5,000
|
|
|
Nominating and Corporate Governance Committee member
|
| |
$5,000
|
|
26 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2021
|
|
Name
|
| |
Position with Astec
|
|
|
James B. Baker
|
| |
Director
|
|
|
Glen R. Tellock
|
| |
Director
|
|
27 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2021
|
|
Name
|
| |
Age
|
| |
Position(s)
|
|
|
Barry A. Ruffalo
|
| |
51
|
| |
President and Chief Executive Officer
|
|
|
Rebecca A. Weyenberg
|
| |
57
|
| |
Chief Financial Officer
|
|
|
Matthew T. Litchfield Sr.
|
| |
46
|
| |
Chief Information Officer
|
|
|
Anshu Pasricha
|
| |
41
|
| |
General Counsel and Corporate Secretary
|
|
|
Timothy A. Averkamp
|
| |
49
|
| |
Group President
|
|
|
Jaco Van der Merwe
|
| |
48
|
| |
Group President
|
|
|
Reuben Srinivasan
|
| |
57
|
| |
Senior Vice President and Chief Human Resources Officer
|
|
|
|
| |
Rebecca A. Weyenberg
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|
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|
| |
Age: 57
|
|
|
Rebecca A. Weyenberg has served as Chief Financial Officer since December 2019. From 2017 to 2019, she served as Vice President of Global Finance Operations for Welbilt, Inc. (NYSE: WBT). Prior to her work with Welbilt, she served as Chief Financial Officer and Assistant General Manager for Berkeley Hall Club, a premier golf club in Bluffton, South Carolina, from 2015 to 2017. Previously, she served as Vice President, Global Processes, Standards and Shared Services from 2010 to 2015 and as Vice President Finance, North American Region with AGCO Corporation (NYSE: ACGO), from 2006 to 2010.
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|
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|
| |
Matthew T. Litchfield Sr.
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|
|
|
| |
Age: 46
|
|
|
Matthew T. Litchfield Sr. has served as Chief Information Officer since September 30, 2019. Before joining Astec Industries, he was Vice President of Information Technology at JD Norman Industries from November 2014 to September 2019. Prior to joining JD Norman, he was Global IT Director at Methode Electronics, Inc. from 2010 to 2014. Mr. Litchfield has a Bachelor of Science in Computer Science and a Master of Business Administration, concentrating in International Business. He has managed global information technology teams for 25 years, including those at Cobra Electronics Corp. and Enesco, LLC.
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|
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Anshu Pasricha
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|
|
|
| |
Age: 41
|
|
|
Anshu Pasricha has served as General Counsel since October 2020, and as General Counsel and Corporate Secretary since December 2020. Prior to his employment with the Company, Mr. Pasricha was an equity shareholder with Koley Jessen, PC, LLO in Omaha, Nebraska, where he specialized in mergers and acquisitions, divestitures, joint ventures, commercial transactions, and provided counsel to his clients on strategic positioning in transactions, restructurings, and in expanding in international markets. Mr. Pasricha began his career in law in New York in 2007, first as an associate with Sullivan & Cromwell LLP, based out of New York and Melbourne, Australia offices, and then with White & Case LLP, based out of its New York office. Mr. Pasricha graduated from SUNY Buffalo with a Master of Science in Electrical Engineering and a Juris Doctor, and also completed graduate coursework in international trade and economic geography. During law school, Mr. Pasricha served as the editor-in-chief of the Buffalo Law Review, and as a judicial intern to the late former Chief United States Judge Donald C. Pogue of the United States Court of International Trade in New York.
|
|
28 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2021
|
|
|
| |
Timothy A. Averkamp
|
|
|
|
| |
Age: 49
|
|
|
Timothy A. Averkamp has served as a Group President since November 2020. Upon joining Astec in November 2019, he was appointed Group President, Construction Machinery Solutions. Prior to joining Astec Industries, he worked for Deere & Company for 22 years in various leadership positions. His positions included President of the Transaxle Manufacturing of America Joint Venture (JV) business between Deere and Yanmar/Kanzaki, Director of Business Partner Integration (BPI) over Deere’s JV businesses with Hitachi Construction Equipment Company, Director BPI over the partnership businesses with Bell Equipment, Engineering Manager Advanced R&D (Construction/Forestry Equipment), Product Marketing Manager, amongst other technical and commercial positions.
|
|
|
|
| |
Jaco van der Merwe
|
|
|
|
| |
Age: 48
|
|
|
Jaco van der Merwe has served as a Group President since January 2019 after having previously served as Group President - Energy since August 2016. From 1998 until 2016, he held various leadership positions at Epiroc (formerly part of Atlas Copco) including, among others, Vice President Marketing for the Deephole Drilling group (2013 to 2016) and President/General Manager for the Mining and Rock Excavation Customer Center (2010 to 2013). Mr. van der Merwe’s career with Atlas Copco began as a Quality Manager in 1998. Prior to joining Atlas Copco, he held various positions at Denel Aviation.
|
|
|
|
| |
Reuben Srinivasan
|
|
|
|
| |
Age: 57
|
|
|
Reuben Srinivasan has served as Senior Vice President and Chief Human Resources Officer since March 2020. Prior to his employment with Astec, Mr. Srinivasan was employed with W.W. Williams, a diversified solutions provider in mechanical service & repair, power generation, and warehousing & logistics, from October 2019 until March 2020, as Vice President, Human Resources. From September 2017 until December 2018, Mr. Srinivasan was employed by Alliant Energy (NASDAQ: LNT) as Vice President, Human Resources & Safety. Prior to that, Mr. Srinivasan worked with Lindsay Corporation (NYSE: LNN) from January 2013 until September 2017. Mr. Srinivasan has spent over 30 years in managing global human resources with companies such as Volkswagen Group and Trimble Inc.
|
|
29 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2021
|
|
Name
|
| |
Age
|
| |
Position(s)
|
|
|
Stephen C. Anderson
|
| |
57
|
| |
Senior Vice President, Administration and Investor Relations
|
|
|
Michael Norris
|
| |
52
|
| |
Senior Vice President, International and Aftermarket Sales
|
|
|
Gregory G. Oswald
|
| |
56
|
| |
Senior Vice President, Operational Excellence
|
|
|
Mark Roth
|
| |
46
|
| |
Senior Vice President, Corporate Development and Strategy
|
|
|
Todd Burchett
|
| |
51
|
| |
Vice President, Strategic Accounts
|
|
|
Jamie E. Palm
|
| |
43
|
| |
Vice President, Chief Accounting Officer and Corporate Controller
|
|
|
|
| |
Stephen C. Anderson
|
|
|
|
| |
Age: 57
|
|
|
Stephen C. Anderson has served as Senior Vice President of Administration and Investor Relations since 2011 and 2003, respectively. He was Secretary of the Company from January 2007 to December 2020. Mr. Anderson has been a Director of Astec Insurance Company since 2007. He was Vice President of Astec Financial Services, Inc. from 1999 to 2002. Prior to his employment with the Company, Mr. Anderson spent a combined 14 years in commercial banking with SunTrust and AmSouth Banks.
|
|
|
|
| |
Michael Norris
|
|
|
|
| |
Age: 52
|
|
|
Michael Norris has served as Senior Vice President of International & Aftermarket Sales since January 2021. Mr. Norris joined the Company in January of 2018 and previously served as Vice President of International from October 2019. Prior to that, Mr. Norris served as VP of Global Aftermarket for Filtec Ltd. for two years. Prior to joining Filtec Ltd., Mr. Norris worked in the Mining and Construction industry for 18 years in various leadership roles in Sandvik Mining & Construction and Boart Longyear.
|
|
|
|
| |
Gregory G. Oswald
|
|
|
|
| |
Age: 56
|
|
|
Gregory G. Oswald has served as Sr. Vice President of Global Operational Excellence since October 2019. Before joining the Company, he was SVP, Global Operations at Lindsay Corporation (NYSE: LNN) from 2017 to 2019, VP of North America Operations from 2009 to 2017 and Director of lean manufacturing from 2008 to 2009.
|
|
30 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2021
|
|
|
| |
Mark Roth
|
|
|
|
| |
Age: 46
|
|
|
Mark Roth has served as Sr. Vice President of Corporate Development & Strategy since February 2021. Prior to joining the Company, he was President of GuidePath Capital, LLC, a consulting firm providing advisory to companies in M&A and strategy. Mr. Roth served as Vice President of Corporate Development & Treasurer at Lindsay Corporation (NYSE: LNN), from January 2004 to February 2018. Prior to Lindsay, Mr. Roth was an Associate from 2001 to 2004, with McCarthy Group, Inc., a Midwest-based investment bank and private equity fund.
|
|
|
|
| |
Todd Burchett
|
|
|
|
| |
Age: 51
|
|
|
Todd Burchett has served as Vice President, Strategic Accounts since September 2020. Before joining Astec, from 2019 to 2020, he was Vice President of Mining and Industrial at Derrick Corporation. From 2012 to 2019, he held various commercial leadership positions at Rexnord Corporation including Director of Global Strategic Accounts. Preceding his career at Rexnord, he managed the commercial and business operation teams in the Belt Systems Product group at Caterpillar from 2005 to 2012.
|
|
|
|
| |
Jamie E. Palm
|
|
|
|
| |
Age: 43
|
|
|
Jamie E. Palm has served as Vice President, Chief Accounting Officer and Corporate Controller since November 2020. Prior to her employment with the Company, Ms. Palm was employed by ConnectWise, LLC, where she served as Vice President, Controller since June 2020. From March 2019 to June 2020, Ms. Palm served as Vice President, Corporate Controller and Chief Accounting Officer at Welbilt, Inc. (NYSE: WBT), and as Vice President, Corporate Controller from September 2017 to March 2019. Prior to Welbilt, Inc., Ms. Palm was Assistant Controller at Quality Distribution, Inc., from February 2017 to September 2017. She held financial reporting and finance roles of increasing responsibility with Bloomin’ Brands, Inc. (NASDAQ: BLMN), from 2012 to 2017 and was the Finance Director at Syniverse Technologies LLC, from 2009 to 2012. Ms. Palm began her career in public accounting at Ernst & Young LLP, where she worked from 2002 to 2009. Ms. Palm earned a Master of Accountancy degree and a Bachelor of Arts degree in accounting from the University of South Florida and is a certified public accountant.
|
|
31 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2021
|
•
|
Barry A. Ruffalo, President and Chief Executive Officer (“CEO”)
|
•
|
Rebecca A. Weyenberg, Chief Financial Officer (“CFO”)
|
•
|
Timothy A. Averkamp, Group President
|
•
|
Jaco G. van der Merwe, Group President
|
•
|
Stephen C. Anderson, Senior Vice President, Administration and Investor Relations
|
•
|
Jeffrey M. Schwarz, former Group President
|
•
|
attract and retain qualified personnel who are critical to the Company’s long-term success and the creation of shareholder value;
|
•
|
create a strong link between executive officer compensation and the Company’s annual and long-term financial performance; and
|
•
|
encourage the achievement of Company performance goals by utilizing a performance-based incentive structure that is a combination of annual cash awards and stock grants.
|
|
What we do:
|
| |
What we don’t do:
|
| ||||||
|
✔
|
| |
Benchmark compensation levels of our executive officers against target median of our compensation peer group
|
| |
✘
|
| |
Provide employment contracts
|
|
|
✔
|
| |
Engage an independent compensation consultant who reports directly to the Compensation Committee
|
| |
✘
|
| |
Provide significant perquisites
|
|
|
✔
|
| |
Maintain a high percentage of executive pay as “at risk” compensation
|
| |
✘
|
| |
Provide guaranteed bonuses or long-term incentive awards
|
|
|
✔
|
| |
Align targets for performance-based compensation to shareholder interests
|
| |
✘
|
| |
Permit engaging in short-term, hedging or speculative transactions involving Company’s Common Stock
|
|
|
✔
|
| |
Maintain meaningful share ownership requirements for executive officers and directors
|
| |
✘
|
| |
Provide single-trigger change in control features
|
|
|
✔
|
| |
Manage and assess risk in compensation programs annually
|
| |
✘
|
| |
Provide gross-up payments to cover personal income taxes or excise tax for payments made in connection with a change of control
|
|
|
✔
|
| |
Mitigate undue risk by having a clawback policy with respect to performance-based compensation
|
| |
|
| |
|
|
|
✔
|
| |
Periodically, and at least annually, seek shareholder feedback on our executive compensation
|
| |
|
| |
|
|
32 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2021
|
•
|
Company performance factors, including financial and operational performance of our businesses. Generally, annual cash incentives are based on achievement of performance goals relating to adjusted earnings before interest, taxes, depreciation and amortization (Adjusted EBITDA), working capital turnover (WCT) and an employee safety metric, and long-term incentive compensation is earned based on achievement of performance goals relating to return on invested capital (ROIC) and total shareholder return over one-, two- and three-year performance periods.
|
•
|
Individual performance factors, including a named executive officer’s management, leadership, staff development, contribution to the Company’s growth, scope of responsibilities and experience and an assessment of such officer’s future performance potential.
|
•
|
Competitive market practices, including information provided by outside compensation consultants.
|
|
Alamo Group Inc.
|
| |
Lindsay Corporation
|
|
|
Altra Industrial Motion Corporation
|
| |
Manitowoc Co.
|
|
|
Circor International Inc.
|
| |
Nordson Corporation
|
|
|
Columbus McKinnon Corporation
|
| |
SPX Corporation
|
|
|
Commercial Vehicle Group
|
| |
Standex International
|
|
|
Enerpac Tool Group (f/k/a/ Actuant Corporation)
|
| |
The Shyft Group, Inc.
|
|
|
Enpro Industries, Inc.
|
| |
Toro Company
|
|
|
Federal Signal Corporation
|
| |
Wabash National Corporation
|
|
|
Greenbrier Companies, Inc.
|
| |
|
|
33 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2021
|
|
Component
|
| |
Objectives
|
| |
Key Features
|
|
|
Base Salary
|
| |
Recognizes market pay information, as well as individual experience, performance and level of responsibility
|
| |
Reasonable level of fixed compensation designed to attract and retain talent
|
|
|
Annual cash incentive
|
| |
Motivates and establishes a strong link between pay and performance
|
| |
Variable, at risk compensation directly tied to the achievement of financial and strategic annual goals
|
|
|
Long-term equity incentive
|
| |
Aligns management compensation with creating long-term shareholder value and retains talent through multiyear vesting; Facilitates stock ownership by employees
|
| |
Time-based restricted stock units (RSUs) and performance-based restricted stock units (PSUs) that vest based on continued employment and satisfaction of performance goals
|
|
34 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2021
|
|
Executive Officer
|
| |
2020 Base Salary
|
| |
Percentage Change
|
|
|
Mr. Ruffalo
|
| |
$750,000
|
| |
0.0%
|
|
|
Ms. Weyenberg
|
| |
$375,000
|
| |
0.0%
|
|
|
Mr. Averkamp
|
| |
$320,000
|
| |
0.0%
|
|
|
Mr. van der Merwe
|
| |
$380,000
|
| |
22.6%
|
|
|
Mr. Anderson
|
| |
$274,481
|
| |
15.0%
|
|
|
Mr. Schwarz
|
| |
$375,000
|
| |
27.5%
|
|
|
Executive Officer
|
| |
Target Incentive (% of
Base Salary)
|
| |
Target Incentive ($)
|
|
|
Mr. Ruffalo
|
| |
100%
|
| |
$750,000
|
|
|
Ms. Weyenberg
|
| |
70%
|
| |
$262,500
|
|
|
Mr. Averkamp
|
| |
60%
|
| |
$192,000
|
|
|
Mr. van der Merwe
|
| |
60%
|
| |
$228,000
|
|
|
Mr. Anderson
|
| |
50%
|
| |
$137,240
|
|
|
Mr. Schwarz
|
| |
60%
|
| |
$225,000
|
|
35 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2021
|
|
|
| |
Weighting
|
| |
Threshold
|
| |
Target
|
| |
Maximum
|
| |
Actual 2020
Results
|
| |
Actual Payout
as a % of
Target
|
|
|
Adjusted EBITDA(1)
|
| |
50%
|
| |
$79.1M
|
| |
$98.98M
|
| |
$118.7M
|
| |
$83.9M
|
| |
63%
|
|
|
Working Capital Turnover(2)
|
| |
35%
|
| |
3.0
|
| |
3.7
|
| |
4.4
|
| |
2.6
|
| |
0.0%
|
|
|
Safety Metrics(3)
|
| |
15%
|
| |
1.35
|
| |
1.08
|
| |
0.81
|
| |
1.26
|
| |
66%
|
|
|
Payout % (% of Target)
|
| |
|
| |
50%
|
| |
100%
|
| |
200%
|
| |
|
| |
41%
|
|
(1)
|
Adjusted EBITDA is a non-GAAP financial measure that is defined as net income before interest, income taxes, depreciation and amortization, further adjusted for gains or losses outside the normal scope of our ordinary activities including but not limited to restructuring costs, asset impairments, gains or losses on the sale of assets or businesses, and other items of income, expense, gain or loss, that, in the case of each of the foregoing are identified in the publicly filed reports.
|
(2)
|
Working capital turnover ratio is a formula that calculates how efficiently the company utilizes working capital to support sales and growth. Working capital is current assets minus current liabilities. The working capital turnover ratio is calculated as follows: annual net sales divided by the average amount of working capital during the same year.
|
(3)
|
Safety Metric derived from the United States Occupational Safety and Health Administration Incident Rate, which compares the Company’s safety performance against a national or state average, and is defined as the number of work-related injuries per 100 full-time workers during a one-year period.
|
36 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2021
|
|
|
| |
|
| |
Performance Goals and Payout Percentages
|
| ||||||
|
Performance Metric
|
| |
Weighting (% of
Target Award)
|
| |
Threshold
(0% Payout)
|
| |
Target
(100%
Payout)
|
| |
Maximum
(200%
Payout)
|
|
|
Pre-Tax Profit Margin - Corporate
|
| |
70%
|
| |
3%
|
| |
7%
|
| |
11%
|
|
|
Total Shareholder Return
|
| |
30%
|
| |
25th percentile
|
| |
50th percentile
|
| |
75th percentile
|
|
|
|
| |
|
| |
Performance Goals and Payout Percentages
|
| ||||||
|
Performance Metric
|
| |
Weighting (% of
Target Award)
|
| |
Threshold
(0% Payout)
|
| |
Target
(100%
Payout)
|
| |
Maximum
(200%
Payout)
|
|
|
Pre-Tax Profit Margin - Corporate
|
| |
20%
|
| |
3%
|
| |
7%
|
| |
11%
|
|
|
Pre-Tax Profit Margin - Group
|
| |
50%
|
| |
5%
|
| |
10%
|
| |
15%
|
|
|
Total Shareholder Return
|
| |
30%
|
| |
25th percentile
|
| |
50th percentile
|
| |
75th percentile
|
|
|
|
| |
1/1/17 – 12/31/19
Performance Period
|
| |
1/1/18 – 12/31/19 and
1/1/19 – 12/31/19 Partial
Performance Periods
|
| ||||||
|
|
| |
LTIP
Award
Earned ($)
|
| |
RSUs
Granted
|
| |
LTIP
Award
Earned ($)
|
| |
RSUs
Granted
|
|
|
Mr. Ruffalo
|
| |
69,957
|
| |
1,810
|
| |
—
|
| |
—
|
|
|
Mr. van der Merwe
|
| |
53,144
|
| |
1,375
|
| |
168,784
|
| |
4,367
|
|
|
Mr. Anderson
|
| |
52,177
|
| |
1,350
|
| |
88,238
|
| |
2,283
|
|
|
Mr. Schwarz
|
| |
114,907
|
| |
2,973
|
| |
148,609
|
| |
3,845
|
|
37 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2021
|
•
|
Return on invested capital (ROIC) accounts for 50% of the total PSU award value. ROIC has historically been tied to shareholder value, and supports a disciplined approach to capital management. While a similar metric has been a part of the AIP in prior years, we believe that this return measure is more appropriate as a long-term measure going forward.
|
•
|
Total shareholder return (TSR) relative to a peer group accounts for the remaining 50% PSU award value. This metric has been used as a performance measure for RSU awards since 2016, and measures our stock price performance relative to a custom peer group.
|
|
|
| |
Time-Based RSUs
|
| |
PSUs - ROIC
|
| |
PSUs - TSR
|
| |||||||||
|
|
| |
Target
Award
Value ($)
|
| |
Awards
Granted
|
| |
Target
Award
Value ($)
|
| |
Awards
Granted
(at target)
|
| |
Target
Award
Value ($)
|
| |
Awards
Granted
(at target)
|
|
|
Mr. Ruffalo
|
| |
562,500
|
| |
19,505
|
| |
281,250
|
| |
9,752
|
| |
281,250
|
| |
9,752
|
|
|
Ms. Weyenberg
|
| |
243,750
|
| |
8,452
|
| |
121,875
|
| |
4,226
|
| |
121,875
|
| |
4,226
|
|
|
Mr. van der Merwe
|
| |
196,000
|
| |
6,799
|
| |
98,000
|
| |
3,400
|
| |
98,000
|
| |
3,400
|
|
|
Mr. Averkamp
|
| |
176,000
|
| |
6,103
|
| |
88,000
|
| |
3,052
|
| |
88,000
|
| |
3,052
|
|
|
Mr. Anderson
|
| |
82,250
|
| |
2,856
|
| |
41,250
|
| |
1,428
|
| |
41,250
|
| |
1,428
|
|
|
Mr. Schwarz
|
| |
186,000
|
| |
6,448
|
| |
93,000
|
| |
3,224
|
| |
93,000
|
| |
3,224
|
|
38 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2021
|
|
CEO
|
| |
5x annual base salary
|
|
|
CFO, Group President, Group VP and VP-Admin
|
| |
2x annual base salary
|
|
|
Corporate Controller
|
| |
1.5x annual base salary
|
|
39 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2021
|
|
Name and
Principal Position
|
| |
Year
|
| |
Salary
($)
|
| |
Bonus
($) (2)
|
| |
Stock
Awards
($) (3)
|
| |
Non-Equity
Incentive Plan
Compensation
($) (4)
|
| |
All Other
Compensation
($) (7)
|
| |
Total ($)
|
|
|
Barry A. Ruffalo,
Chief Executive Officer
|
| |
2020
|
| |
750,000
|
| |
149,625
|
| |
1,308,392
|
| |
299,250
|
| |
171,298
|
| |
2,678,565
|
|
|
2019
|
| |
292,788
|
| |
500,000(5)
|
| |
750,068
|
| |
—
|
| |
187,020
|
| |
1,729,876
|
| |||
|
Rebecca A. Weyenberg,
Chief Financial Officer
|
| |
2020
|
| |
375,000
|
| |
52,369
|
| |
536,660
|
| |
104,738
|
| |
296,258
|
| |
1,365,025
|
|
|
2019
|
| |
28,365
|
| |
75,000(6)
|
| |
200,042
|
| |
—
|
| |
—
|
| |
303,407
|
| |||
|
Jaco G. van der Merwe,
Group President
|
| |
2020
|
| |
366,292
|
| |
64,068
|
| |
653,631
|
| |
128,136
|
| |
74,144
|
| |
1,286,271
|
|
|
2019
|
| |
310,000
|
| |
—
|
| |
11,410
|
| |
170,301
|
| |
49,859
|
| |
541,570
|
| |||
|
2018
|
| |
289,885
|
| |
—
|
| |
88,998
|
| |
16,493
|
| |
51,984
|
| |
447,360
|
| |||
|
Timothy A. Averkamp,
Group President
|
| |
2020
|
| |
320,000
|
| |
69,752
|
| |
387,510
|
| |
45,504
|
| |
53,389
|
| |
876,155
|
|
|
Stephen C. Anderson,
Senior Vice President,
Administration and
Investor Relations
|
| |
2020
|
| |
274,480
|
| |
27,379
|
| |
321,723
|
| |
54,759
|
| |
53,766
|
| |
732,107
|
|
|
Jeffrey Schwarz
Former Group President
Materials Solutions(1)
|
| |
2020
|
| |
313,812
|
| |
—
|
| |
672,931
|
| |
—
|
| |
75,273
|
| |
1,062,016
|
|
|
2019
|
| |
294,000
|
| |
—
|
| |
59,606
|
| |
137,000
|
| |
63,056
|
| |
553,662
|
| |||
|
2018
|
| |
234,876
|
| |
—
|
| |
38,992
|
| |
98,523
|
| |
160,271
|
| |
532,662
|
|
(1)
|
Mr. Schwarz resigned from the Company effective November 20, 2020.
|
(2)
|
Amounts for 2020 reflect discretionary bonuses awarded to NEOs in recognition of significant contributions to the success of the Company during a period when Company revenue and earnings were negatively impacted by COVID-19.
|
(3)
|
Amounts reflect the grant date fair value of RSUs granted in the reported year, determined in accordance with Financial Accounting Standards Board ASC Topic 718 Stock Compensation (“FASB ASC Topic 718”). The grant date fair value of the time-based RSUs is based on the closing market price of the Company’s common stock on the day prior to the grant date multiplied by the number of RSUs granted. The grant date fair value of the performance-based RSUs with an ROIC performance metric is based on the closing price of the Company’s common stock on the day prior to the grant date and the probable outcome of performance-based conditions at the time of grant. Grant date fair value for the performance-based RSUs with a TSR performance condition are determined using a Monte-Carlo simulation model. For more information regarding annual RSU grants pursuant to our long-term incentive program, see the Compensation Discussion and Analysis section of this proxy statement.
|
(4)
|
Reflects annual incentive award earned based on achievement of pre-established performance goals, as more fully described in the Compensation Discussion and Analysis section of this proxy statement.
|
(5)
|
Reflects guaranteed portion of annual incentive award.
|
(6)
|
Reflects payment of a sign-on bonus.
|
40 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2021
|
(7)
|
Amounts included in this column for 2020 include the following:
|
|
|
| |
Ruffalo
|
| |
Weyenberg
|
| |
van der
Merwe
|
| |
Averkamp
|
| |
Anderson
|
| |
Schwarz
|
|
|
Employer contribution to 401(k) plan
|
| |
$8,400
|
| |
$8,400
|
| |
$8,400
|
| |
$8,400
|
| |
$5,053
|
| |
$8,400
|
|
|
Employer contribution to SERP
|
| |
125,000
|
| |
30,962
|
| |
51,909
|
| |
29,087
|
| |
35,618
|
| |
47,023
|
|
|
Automobile
|
| |
17,685
|
| |
17,417
|
| |
13,242
|
| |
15,299
|
| |
11,514
|
| |
8,525
|
|
|
Compensation for unused vacation
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
10,567
|
|
|
Reimbursed relocation costs
|
| |
—
|
| |
147,459
|
| |
—
|
| |
92
|
| |
—
|
| |
—
|
|
|
Tax gross on relocation cost reimbursement
|
| |
—
|
| |
90,318
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Use of Company Aircraft
|
| |
18,256
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Group Term Life
|
| |
1,932
|
| |
1,677
|
| |
568
|
| |
486
|
| |
1,556
|
| |
758
|
|
|
Other
|
| |
25
|
| |
25
|
| |
25
|
| |
25
|
| |
25
|
| |
—
|
|
|
TOTAL
|
| |
$171,298
|
| |
$296,258
|
| |
$74,144
|
| |
$53,389
|
| |
$53,766
|
| |
$75,273
|
|
41 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2021
|
|
|
| |
|
| |
Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards (1)
|
| |
Estimated Future Payouts
Under Equity Incentive
Plan Awards
|
| |
All Other
Stock
Awards:
Number of
Shares of
Stock or
Units (4)
|
| |
Grant
Date Fair
Value of
Stock and
Option
Awards
(5)
|
| ||||||||||||
|
Name
|
| |
Grant
Date
|
| |
Threshold
($)
|
| |
Target
($)
|
| |
Maximum
($)
|
| |
Threshold
(#)
|
| |
Target
(#)
|
| |
Maximum
(#)
|
| |
(#)
|
| |
($)
|
|
|
Mr. Ruffalo
|
| |
|
| |
375,000
|
| |
750,000
|
| |
1,500,000
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
2/28/20
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
1,810
|
| |
69,957
|
| |||
|
3/16/20
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
19,505
|
| |
562,524
|
| |||
|
3/16/20
|
| |
|
| |
|
| |
|
| |
4,876
|
| |
9,752(2)
|
| |
19,505
|
| |
|
| |
281,248
|
| |||
|
3/16/20
|
| |
|
| |
|
| |
|
| |
4,876
|
| |
9,752(3)
|
| |
19,505
|
| |
|
| |
394,663
|
| |||
|
Ms. Weyenberg
|
| |
|
| |
128,250
|
| |
256,500
|
| |
513,000
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
3/16/20
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
8,452
|
| |
243,756
|
| |||
|
3/16/20
|
| |
|
| |
|
| |
|
| |
2,113
|
| |
4,226(2)
|
| |
8,452
|
| |
|
| |
121,878
|
| |||
|
3/16/20
|
| |
|
| |
|
| |
|
| |
2,113
|
| |
4,226(3)
|
| |
8,452
|
| |
|
| |
171,026
|
| |||
|
Mr. van der Merwe
|
| |
|
| |
90,000
|
| |
180,000
|
| |
360,000
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
2/28/20
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
5,742
|
| |
221,928
|
| |||
|
3/16/20
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
6,799
|
| |
196,083
|
| |||
|
3/16/20
|
| |
|
| |
|
| |
|
| |
1,700
|
| |
3,400(2)
|
| |
6,799
|
| |
|
| |
98,042
|
| |||
|
3/16/20
|
| |
|
| |
|
| |
|
| |
1,700
|
| |
3,400(3)
|
| |
6,799
|
| |
|
| |
137,578
|
| |||
|
Mr. Averkamp
|
| |
|
| |
96,000
|
| |
192,000
|
| |
384,000
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
3/16/20
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
6,103
|
| |
176,011
|
| |||
|
3/16/20
|
| |
|
| |
|
| |
|
| |
1,526
|
| |
3,052(2)
|
| |
6,103
|
| |
|
| |
88,005
|
| |||
|
3/16/20
|
| |
|
| |
|
| |
|
| |
1,526
|
| |
3,052(3)
|
| |
6,103
|
| |
|
| |
123,494
|
| |||
|
Mr. Anderson
|
| |
|
| |
68,620
|
| |
137,240
|
| |
274,480
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
2/28/20
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
3,633
|
| |
140,416
|
| |||
|
3/16/20
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
2,856
|
| |
82,367
|
| |||
|
3/16/20
|
| |
|
| |
|
| |
|
| |
714
|
| |
1,428(2)
|
| |
2,856
|
| |
|
| |
41,169
|
| |||
|
3/16/20
|
| |
|
| |
|
| |
|
| |
714
|
| |
1,428(3)
|
| |
2,856
|
| |
|
| |
57,771
|
| |||
|
Mr. Schwarz
|
| |
|
| |
112,500
|
| |
225,000
|
| |
450,000
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
2/28/20
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
6,818
|
| |
263,516
|
| |||
|
3/16/20
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
6,448
|
| |
185,960
|
| |||
|
3/16/20
|
| |
|
| |
|
| |
|
| |
1,612
|
| |
3,224(2)
|
| |
6,448
|
| |
|
| |
92,980
|
| |||
|
3/16/20
|
| |
|
| |
|
| |
|
| |
1,612
|
| |
3,224(3)
|
| |
6,448
|
| |
|
| |
130,475
|
|
(1)
|
Represents potential threshold, target and maximum payout opportunities for financial performance in fiscal 2020 under the annual cash incentive plan.
|
(2)
|
Reflects performance-based restricted stock units that vest in equal installments on the first three anniversaries of the grant date based on the level of achievement of performance goals relating to average return on invested capital, or earlier upon the death, disability or retirement of the executive after reaching age 65, or upon a change in control in which the successor company does not assume or otherwise equitably convert the awards.
|
(3)
|
Reflects performance-based restricted stock units that vest in equal installments on the first three anniversaries of the grant date based on the level of achievement of performance goals relating to relative total shareholder return, or earlier upon the death, disability or retirement of the executive after reaching age 65, or upon a change in control in which the successor company does not assume or otherwise equitably convert the awards.
|
(4)
|
Reflects restricted stock units that vest in equal installments on the first three anniversaries of the grant date, or earlier upon the death, disability or retirement of the executive after reaching age 65, or upon a change in control in which the successor company does not assume or otherwise equitably convert the awards.
|
(5)
|
Reflects the aggregate grant date fair value of the award determined in accordance with FASB ASC Topic 718. Grant date fair value for the time-based restricted share units is based on the closing market price of the Company’s common stock on the day prior to the grant date. Grant date fair value for the performance-based restricted share units with a non-market return on invested capital performance metric is based on the closing market price of the Company’s common stock on the day prior to the grant date and the probable outcome of performance-based conditions at the time of grant. Grant date fair value for the performance-based restricted share units with a TSR performance condition are determined using a Monte-Carlo simulation model.
|
42 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2021
|
|
|
| |
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 ($)(6)
|
| |
Equity Incentive
Plan Awards:
Number of
Unearned Shares,
Units or Other
Rights That Have
Not Vested
(#)
|
| |
Equity Incentive
Plan Awards:
Market or Payout
Value of Unearned
Shares, Units or
Other Rights That
Have Not Vested
($)(10)
|
|
|
Mr. Ruffalo
|
| |
16,922(1)
|
| |
979,445
|
| |
19,504(8)
|
| |
1,128,892
|
|
|
1,810(6)
|
| |
104,763
|
| |
19,504(9)
|
| |
1,128,892
|
| |||
|
19,505(7)
|
| |
1,128,949
|
| |
|
| |
|
| |||
|
Ms. Weyenberg
|
| |
3,562(2)
|
| |
206,169
|
| |
8,452(8)
|
| |
489,202
|
|
|
8,452(7)
|
| |
489,202
|
| |
8,452(9)
|
| |
489,202
|
| |||
|
Mr. van der Merwe
|
| |
1,511(4)
|
| |
87,457
|
| |
6,799(8)
|
| |
393,526
|
|
|
299(5)
|
| |
17,306
|
| |
6,799(9)
|
| |
393,526
|
| |||
|
5,742(6)
|
| |
332,347
|
| |
|
| |
|
| |||
|
6,799(7)
|
| |
393,526
|
| |
|
| |
|
| |||
|
Mr. Averkamp
|
| |
2,192(3)
|
| |
126,873
|
| |
6,103(8)
|
| |
353,242
|
|
|
6,103(7)
|
| |
353,242
|
| |
6,103(9)
|
| |
353,242
|
| |||
|
Mr. Anderson
|
| |
1,063(4)
|
| |
61,526
|
| |
2,855(8)
|
| |
165,247
|
|
|
3,633(6)
|
| |
210,278
|
| |
2,855(9)
|
| |
165,247
|
| |||
|
2,856(7)
|
| |
165,305
|
| |
|
| |
|
| |||
|
Mr. Schwarz
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
(1)
|
Reflects restricted stock units granted Mr. Ruffalo as of his date of hire (August 12, 2019). The restricted stock units vest as to one-half of the units on August 12, 2021 and 2022, or earlier upon the death, disability or retirement of the executive after reaching age 65, or upon a change in control in which the successor company does not assume or otherwise equitably convert the awards.
|
(2)
|
Reflects restricted stock units granted to Ms. Weyenberg as of her date of hire (December 4, 2019). The restricted stock units vest as to one-half of the units on December 4, 2021 and 2022, or earlier upon the death, disability or retirement of the executive after reaching age 65, or upon a change in control in which the successor company does not assume or otherwise equitably convert the awards.
|
(3)
|
Reflects restricted stock units granted to Mr. Averkamp on November 4, 2019. The restricted stock units vest as to one-half of the units on November 4, 2021 and 2022, or earlier upon the death, disability or retirement of the executive after reaching age 65, or upon a change in control in which the successor company does not assume or otherwise equitably convert the awards.
|
(4)
|
Reflects restricted stock units that vest as to 100% of the units on February 28, 2021, which is the third anniversary of the grant date, or earlier upon the death, disability or retirement of the executive after reaching age 65, or upon a change in control in which the successor company does not assume or otherwise equitably convert the awards.
|
(5)
|
Reflects restricted stock units that vest as to 100% of the units on February 28, 2022, which is the third anniversary of the grant date, or earlier upon the death, disability or retirement of the executive after reaching age 65, or upon a change in control in which the successor company does not assume or otherwise equitably convert the awards.
|
(6)
|
Reflects restricted stock units that were granted on February 28, 2020, and vest in equal installments on the first three anniversaries of the grant date, or earlier upon the death, disability or retirement of the executive after reaching age 65, or upon a change in control in which the successor company does not assume or otherwise equitably convert the awards.
|
(7)
|
Reflects restricted stock units that were granted on March 16, 2020, and vest in equal installments on the first three anniversaries of the grant date, or earlier upon the death, disability or retirement of the executive after reaching age 65, or upon a change in control in which the successor company does not assume or otherwise equitably convert the awards.
|
43 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2021
|
(8)
|
Reflects performance-based restricted stock units that were granted on March 16, 2020, and vest in equal installments on the first three anniversaries of the grant date based on the level of achievement of performance goals relating to average return on invested capital, or earlier upon the death, disability or retirement of the executive after reaching age 65, or upon a change in control in which the successor company does not assume or otherwise equitably convert the awards. Amounts reported here reflect maximum levels of achievement of the performance goals, which would result in 200% of the target award being earned.
|
(9)
|
Reflects performance-based restricted stock units that were granted on March 16, 2020, and vest in equal installments on the first three anniversaries of the grant date based on the level of achievement of performance goals relating to relative total shareholder return, or earlier upon the death, disability or retirement of the executive after reaching age 65, or upon a change in control in which the successor company does not assume or otherwise equitably convert the awards. Amounts reported here reflect maximum levels of achievement of the performance goals, which would result in 200% of the target award being earned.
|
(10)
|
Reflects the value calculated by multiplying the number of restricted stock units by $57.88, which was the closing price of our common stock on December 31, 2020.
|
|
|
| |
Stock Awards (RSUs)
|
| |||
|
Name
|
| |
Number of
shares acquired
upon vesting
|
| |
Value realized on
vesting
(1)
|
|
|
Mr. Ruffalo
|
| |
8,461
|
| |
468,486
|
|
|
Ms. Weyenberg
|
| |
1,781
|
| |
111,277
|
|
|
Mr. van der Merwe
|
| |
1,068
|
| |
41,278
|
|
|
Mr. Averkamp
|
| |
1,096
|
| |
53,167
|
|
|
Mr. Anderson
|
| |
2,253
|
| |
87,078
|
|
|
Mr. Schwarz
|
| |
1,646
|
| |
63,618
|
|
(1)
|
Value realized represents the fair market value of the shares on the vesting date.
|
|
Name
|
| |
Executive
Contributions
in Last FY
($)
|
| |
Registrant
Contributions
in Last FY
($)(1)
|
| |
Aggregate
Earnings
(Losses) in
Last FY
($)(2)
|
| |
Aggregate
Withdrawals/
Distributions
($)
|
| |
Aggregate
Balance
at Last
FYE
($)(3)
|
|
|
Mr. Ruffalo
|
| |
—
|
| |
125,000
|
| |
39,014
|
| |
—
|
| |
175,297
|
|
|
Ms. Weyenberg
|
| |
—
|
| |
30,962
|
| |
7,599
|
| |
—
|
| |
38,561
|
|
|
Mr. van der Merwe
|
| |
—
|
| |
51,909
|
| |
39,498
|
| |
—
|
| |
202,477
|
|
|
Mr. Averkamp
|
| |
—
|
| |
29,087
|
| |
5,138
|
| |
—
|
| |
34,225
|
|
|
Mr. Anderson
|
| |
—
|
| |
35,618
|
| |
66,440
|
| |
—
|
| |
570,185
|
|
|
Mr. Schwarz
|
| |
—
|
| |
47,023
|
| |
30,874
|
| |
—
|
| |
262,569
|
|
(1)
|
Reflects the annual Company contributions made to the Supplemental Executive Retirement Plan (SERP) accounts of the named executive officers in an amount equal to 10% of the executive’s total compensation, as defined in the plan. These amounts are reflected in the Summary Compensation Table in the “All Other Compensation” column.
|
(2)
|
Reflects the aggregate earnings (losses) credited to the executive’s account during fiscal 2020, which include interest and other earnings based on the investment elections of the executive. All investment elections provide market returns and there were no preferential or above-market earnings that would be required to be included in the Summary Compensation Table in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column.
|
(3)
|
To the extent that a participant was a named executive officer in prior years, executive and Company contributions included in the “Aggregate Balance at Last FYE” column have been reported as compensation in the Summary Compensation Table for the applicable year.
|
44 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2021
|
45 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2021
|
|
Named Executive
Officer
|
| |
Involuntary Termination or
voluntary Resignation
without a Change in Control) ($)
|
| |
Involuntary Termination in
connection with
Change in Control ($)
|
| |
Termination Due
to Retirement,
Death or Disability (S)
|
|
|
Mr. Ruffalo
|
| |
|
| |
|
| |
|
|
|
Cash Severance
|
| |
—
|
| |
4,500,000(1)
|
| |
—
|
|
|
Payment for Health Benefits
|
| |
—
|
| |
91,212(2)
|
| |
—
|
|
|
Value of Equity Acceleration
|
| |
—
|
| |
3,342,049(3)
|
| |
3,342,049 (3)
|
|
|
Outplacement Services
|
| |
—
|
| |
25,000
|
| |
—
|
|
|
Total
|
| |
—
|
| |
7,958,261
|
| |
3,342,049
|
|
|
|
| |
|
| |
|
| |
|
|
|
Ms. Weyenberg
|
| |
|
| |
|
| |
|
|
|
Cash Severance
|
| |
—
|
| |
1,275,000(1)
|
| |
—
|
|
|
Health Benefits
|
| |
—
|
| |
32,724(2)
|
| |
—
|
|
|
Value of Equity Acceleration
|
| |
—
|
| |
1,184,572(3)
|
| |
1,184,572(3)
|
|
|
Outplacement Services
|
| |
—
|
| |
25,000
|
| |
—
|
|
|
Total
|
| |
—
|
| |
2,517,296
|
| |
1,184,572
|
|
|
|
| |
|
| |
|
| |
|
|
|
Mr. van der Merwe
|
| |
—
|
| |
|
| |
|
|
|
Cash Severance
|
| |
—
|
| |
1,216,000(1)
|
| |
—
|
|
|
Health Benefits
|
| |
—
|
| |
45,833(2)
|
| |
—
|
|
|
Value of Equity Acceleration
|
| |
—
|
| |
1,224,220(3)
|
| |
1,224,220(3)
|
|
|
Outplacement Services
|
| |
—
|
| |
25,000
|
| |
—
|
|
|
Total
|
| |
—
|
| |
2,511,053
|
| |
1,224,220
|
|
|
|
| |
|
| |
|
| |
|
|
|
Mr. Averkamp
|
| |
|
| |
|
| |
|
|
|
Cash Severance
|
| |
—
|
| |
1,024,000(1)
|
| |
—
|
|
|
Payment for Health Benefits
|
| |
—
|
| |
45,833(2)
|
| |
—
|
|
|
Value of Equity Acceleration
|
| |
—
|
| |
833,356(3)
|
| |
833,356 (3)
|
|
|
Outplacement Services
|
| |
—
|
| |
25,000
|
| |
—
|
|
|
Total
|
| |
—
|
| |
1,928,189
|
| |
833,356
|
|
|
|
| |
|
| |
|
| |
|
|
|
Mr. Anderson
|
| |
|
| |
|
| |
|
|
|
Cash Severance
|
| |
—
|
| |
823,443(1)
|
| |
—
|
|
|
Health Benefits
|
| |
—
|
| |
32,724(2)
|
| |
—
|
|
|
Value of Equity Acceleration
|
| |
—
|
| |
602,356(3)
|
| |
602,356(3)
|
|
|
Outplacement Services
|
| |
—
|
| |
25,000
|
| |
—
|
|
|
Total
|
| |
--
|
| |
1,483,523
|
| |
602,356
|
|
|
|
| |
|
| |
|
| |
|
|
|
Mr. Schwarz (4)
|
| |
|
| |
|
| |
|
|
|
Cash Severance
|
| |
—
|
| |
—
|
| |
—
|
|
|
Health Benefits
|
| |
—
|
| |
—
|
| |
—
|
|
|
Value of Equity Acceleration
|
| |
—
|
| |
—
|
| |
—
|
|
|
Outplacement Services
|
| |
—
|
| |
—
|
| |
—
|
|
|
Total
|
| |
—
|
| |
—
|
| |
—
|
|
(1)
|
Reflects severance payment equal to 3.0 times, in the case of Mr. Ruffalo, or 2.0 times, in the case of the other named executive officers, the executive’s base salary and target annual bonus. No pro rata bonus for fiscal 2020 is reflected in this table, as the actual annual incentive earned by each named executive officer for fiscal 2020 is reflected in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table.
|
(2)
|
Reflects cash payment equal to the cost of health coverage for 36 months in the case of Mr. Ruffalo, or 24 months in the case of the other executive officers.
|
(3)
|
Reflects the value (based upon the fair market value of Company common stock on December 31, 2020) of unvested RSUs that vest upon the designated event.
|
(4)
|
Mr. Schwarz resigned from the Company effective November 20, 2020, and did not receive any severance payments or benefits in connection with his termination of employment.
|
46 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2021
|
|
| |
COMPENSATION COMMITTEE
|
|
| |
|
|
| |
William G. Dorey (Chairman)
|
|
| |
James B. Baker
|
|
| |
Tracey H. Cook
|
|
| |
William Bradley Southern
|
|
| |
Glen E. Tellock
|
47 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2021
|
48 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2021
|
•
|
No Discounted Stock Options or Stock Appreciation Rights (SARs). Stock options and SARs may not be granted with exercise prices lower than the fair market value of the underlying shares on the grant date.
|
•
|
Prohibition on Repricing. The exercise price of a stock option or SAR may not be reduced, directly or indirectly, without the prior approval of shareholders, including a cancellation or repurchase of “underwater” awards in exchange for cash or other awards.
|
•
|
Minimum Vesting Requirements. Subject to certain limited exceptions, awards granted under the 2021 Equity Incentive Plan will be subject to a minimum vesting period of one year.
|
•
|
No Liberal Share Recycling on Stock Options or SARs. Shares retained by or delivered to the Company to pay the exercise price of a stock option or SAR, or to satisfy tax withholding obligations in connection with the exercise or settlement of such awards count against the number of shares remaining available under the 2021 Equity Incentive Plan.
|
•
|
No Dividends or Dividend Equivalents on Unearned Awards. The 2021 Equity Incentive Plan prohibits the current payment of dividends or dividend equivalent rights on unearned awards.
|
•
|
No Single-Trigger Change in Control Vesting. If awards granted under the 2021 Equity Incentive Plan are assumed by the successor entity in connection with a change in control of the Company, such awards will not automatically vest and pay out upon the change in control.
|
•
|
Awards Subject to Clawback Policy. Awards under the 2021 Equity Incentive Plan will be subject to any compensation recoupment policy that the Company may adopt from time to time.
|
•
|
No Tax Gross-Ups. The 2021 Equity Incentive Plan does not provide for any tax gross-ups.
|
49 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2021
|
|
|
| |
Prior Plan(1)
|
|
|
Total shares underlying outstanding stock options and SARs
|
| |
0
|
|
|
Total shares underlying outstanding unvested time-based full value awards
|
| |
312,603
|
|
|
Total shares underlying outstanding unvested performance-based full value awards
|
| |
87,214(2)
|
|
|
Total shares underlying all outstanding awards
|
| |
399,817
|
|
|
|
| |
|
|
|
Total shares currently available for grant
|
| |
191,716(3)
|
|
|
|
| |
|
|
|
Common Stock outstanding as of December 31, 2020
|
| |
22,611,976
|
|
|
Market price of Common Stock as of December 31, 2020
|
| |
$57.88
|
|
(1)
|
Includes information regarding all outstanding equity awards and shares available for future awards, which are all under the Prior Plan. As of December 31, 2020 (and as of the date of this Proxy Statement), no other predecessor plans had awards outstanding or shares available for future awards.
|
(2)
|
Assumes performance-based awards will vest and pay out based on target performance levels being achieved.
|
(3)
|
Represents the total number of shares available for future awards under the Prior Plan.
|
|
Fiscal Year
|
| |
2018
|
| |
2019
|
| |
2020
|
| |
3-Year
Average
|
|
|
Time-based RSUs and DSUs granted
|
| |
64,092
|
| |
94,619
|
| |
213,197
|
| |
123,969
|
|
|
Performance-based awards vested
|
| |
0
|
| |
0
|
| |
892
|
| |
297
|
|
|
Total
|
| |
64,092
|
| |
94,619
|
| |
214,089
|
| |
124,266
|
|
|
|
| |
|
| |
|
| |
|
| |
|
|
|
Weighted-average common shares outstanding
|
| |
22,901,511
|
| |
22,515,161
|
| |
22,585,515
|
| |
22,667,396
|
|
|
|
| |
|
| |
|
| |
|
| |
|
|
|
Gross burn rate(1)
|
| |
0.3%
|
| |
0.4%
|
| |
0.9%
|
| |
0.5%
|
|
(1)
|
Total number of Restricted Stock Units and Deferred Stock Units granted, and Performance-based awards vested in each year divided by weighted average common shares outstanding.
|
50 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2021
|
•
|
market-priced stock options to purchase shares of the Company’s Common Stock (for a term not to exceed 10 years), which may be designated under the Internal Revenue Code as nonstatutory stock options (which may be granted to all participants) or incentive stock options (which may be granted to officers and employees but not to consultants or non-employee directors);
|
•
|
SARs, which give the holder the right to receive the difference (payable in cash or stock, as specified in the award certificate) between the fair market value per share of the Company’s Common Stock on the date of exercise over the base price of the award (which cannot be less than the fair market value of the underlying stock as of the grant date);
|
•
|
restricted stock, which is subject to restrictions on transferability and subject to forfeiture on terms set by the Committee;
|
•
|
stock units, which represent the right to receive shares of Common Stock (or an equivalent value in cash, as specified in the award certificate) at a designated time in the future, subject to any vesting requirements as may be set by the Committee;
|
•
|
performance awards, which represent any award of the types listed above which have a performance-vesting component based on the achievement, or the level of achievement, of one or more performance goals during a specified performance period, as established by the Committee; and
|
•
|
other stock-based awards that are denominated in, or valued by reference to, shares of the Company’s Common Stock.
|
•
|
To the extent that all or a portion of an award (or, after December 31, 2020, an award granted under the Prior Plan) is canceled, terminates, expires, is forfeited or lapses for any reason (including by reason of failure to meet time-based and/or performance-based vesting requirements), any unissued or forfeited shares originally subject to the award (or, after December 31, 2020, an award granted under the Prior Plan) will be added back to the 2021 Equity Incentive Plan share reserve and again be available for issuance pursuant to awards granted under the 2021 Equity Incentive Plan;
|
•
|
Shares subject to awards (or, after December 31, 2020, awards granted under the Prior Plan) settled in cash will be added back to the 2021 Equity Incentive Plan share reserve and again be available for issuance pursuant to awards granted under the 2021 Equity Incentive Plan;
|
•
|
Shares withheld or repurchased from an award other than a stock option or SAR (or, after December 31, 2020, an award other than a stock option or SAR granted under the Prior Plan) or delivered by a participant (by either actual delivery or attestation) to satisfy tax withholding requirements will be added back to the 2021 Equity Incentive Plan share reserve and again be available for issuance pursuant to awards granted under the 2021 Equity Incentive Plan;
|
•
|
Shares withheld or repurchased from a stock option or a SAR or delivered by a participant (by either actual delivery or attestation) to satisfy tax withholding requirements will not be added back to the 2021 Equity Incentive Plan share reserve for issuance pursuant to awards granted under the 2021 Equity Incentive Plan;
|
•
|
The full number of shares subject to a stock option shall count against the number of shares remaining available for issuance pursuant to awards granted under the 2021 Equity Incentive Plan, even if the exercise price of a stock option is satisfied through net-settlement or by delivering shares to the Company (by either actual delivery or attestation); and
|
•
|
The full number of shares subject to a SAR shall count against the number of shares remaining available for issuance pursuant to awards made under the 2021 Equity Incentive Plan (rather than the net number of shares actually delivered upon exercise).
|
51 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2021
|
•
|
all outstanding options and stock appreciation rights will become fully vested and exercisable, and all time-based vesting restrictions on outstanding awards will lapse; and
|
•
|
the payout opportunities attainable under outstanding performance-based awards will vest based on target or actual performance (depending on the time during the performance period in which the change in control occurs) and the awards will payout on a pro rata basis, based on the time elapsed prior to the change in control.
|
•
|
all of that participant’s outstanding options and stock appreciation rights will become fully vested and exercisable, and all time-based vesting restrictions on that participant’s outstanding awards will lapse; and
|
•
|
the payout opportunities attainable under outstanding performance-based awards will vest based on target or actual performance (depending on the time during the performance period in which the date of termination occurs) and the awards will payout on a pro rata basis, based on the time elapsed prior to the date of termination.
|
•
|
all of that participant’s outstanding options and stock appreciation rights will become fully vested and exercisable, and all time-based vesting restrictions on that participant’s outstanding awards will lapse; and
|
•
|
the payout opportunities attainable under outstanding performance-based awards will vest based on target or actual performance (depending on the time during the performance period in which the date of termination occurs) and the awards will payout on a pro rata basis, based on the time elapsed prior to the date of termination.
|
52 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2021
|
53 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2021
|
|
Name and Position
|
| |
Number
of Units
|
| |
Dollar
Value ($)
|
|
|
Barry A. Ruffalo, President and Chief Executive Officer
|
| |
26,502
|
| |
1,800,000
|
|
|
Rebecca A. Weyenberg, Chief Financial Officer
|
| |
10,306
|
| |
700,000
|
|
|
Timothy A. Averkamp, Group President
|
| |
6,331
|
| |
430,000
|
|
|
Jaco G. van der Merwe, Group President
|
| |
6,331
|
| |
430,000
|
|
|
Stephen C. Anderson, Senior Vice President, Administration and Investor Relations
|
| |
2,871
|
| |
195,000
|
|
|
All current executive officers, as a group (7 persons)
|
| |
61,543
|
| |
4,180,000
|
|
|
All current non-executive directors, as a group (10 persons)
|
| |
|
| |
—
|
|
|
All employees (including all current officers who are not executive officers), as a group
|
| |
14,944
|
| |
1,015,000
|
|
54 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2021
|
55 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2021
|
56 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2021
|
|
| |
AUDIT COMMITTEE
|
|
| |
|
|
| |
James B. Baker, Chairman
|
|
| |
Tracey H. Cook
|
|
| |
William G. Dorey
|
|
| |
Daniel K. Frierson
|
|
| |
William D. Gehl
|
|
| |
Mary L. Howell
|
|
| |
Charles F. Potts
|
|
| |
William B. Sansom
|
|
| |
William Bradley Southern
|
|
| |
Glen E. Tellock
|
57 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2021
|
|
|
| |
2020
|
| |
2019
|
|
|
Audit Fees(1)(2)
|
| |
$4,104,200
|
| |
$5,343,064
|
|
|
Audit-Related Fees(3)
|
| |
—
|
| |
$10,930
|
|
|
Tax Fees(4)
|
| |
$67,200
|
| |
—
|
|
|
All Other Fees
|
| |
—
|
| |
—
|
|
|
Total
|
| |
$4,171,400
|
| |
$5,353,994
|
|
(1)
|
Audit Fees include the aggregate fees billed for professional services rendered for the audits of the Company’s consolidated financial statements included in its Form 10-K filings, for reviews of the Company’s quarterly condensed consolidated financial statements included in its Form 10-Q filings and for services that are normally provided by the independent registered public accounting firm in connection with statutory and regulatory filings for the relevant years, in each case, for the applicable year.
|
(2)
|
2019 Audit Fees include approximately $1.6 million of additional fees related to the 2019 audit of the Company’s financial statements that were billed after the Company’s 2020 Proxy Statement was filed on March 18, 2020.
|
(3)
|
Audit-related fees include fees associated with assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements and which are not reported under “Audit Fees.” This category includes fees related to certification work performed over royalty payments between Company subsidiaries and consultations on accounting matters.
|
(4)
|
Tax fees primarily include fees associated with routine tax compliance and consulting services.
|
58 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2021
|
•
|
each of our current directors, nominees for director, and Named Executive Officers individually;
|
•
|
all our directors and executive officers as a group; and
|
•
|
each person (or group of affiliated persons) known by us to own beneficially more than 5% of our outstanding Common Stock.
|
|
Name and
Addressl
|
| |
Shares
Beneficially
Owned2
|
| |
Percent
of Class
|
|
|
Directors, Nominees and Named Executive Officers:
|
| |
|
| |
|
|
|
Barry A. Ruffalo
|
| |
43,567(3)
|
| |
—
|
|
|
Rebecca A. Weyenberg
|
| |
14,417(4)
|
| |
—
|
|
|
Timothy A. Averkamp
|
| |
9,124(5)
|
| |
—
|
|
|
Jaco van der Merwe
|
| |
20,161(6)
|
| |
—
|
|
|
Stephen C. Anderson
|
| |
11,439(7)
|
| |
—
|
|
|
Jeffrey Schwarz
|
| |
—
|
| |
—
|
|
|
James B. Baker
|
| |
13,789
|
| |
—
|
|
|
Tracey H. Cook
|
| |
4,462
|
| |
—
|
|
|
William G. Dorey
|
| |
22,433
|
| |
—
|
|
|
Daniel K. Frierson
|
| |
17,297(8)
|
| |
—
|
|
|
William D. Gehl
|
| |
26,097(9)
|
| |
—
|
|
|
Mary L. Howell
|
| |
4,462
|
| |
—
|
|
|
Charles F. Potts
|
| |
15,354(10)
|
| |
—
|
|
|
William B. Sansom
|
| |
35,850
|
| |
—
|
|
|
William Bradley Southern
|
| |
4,462
|
| |
—
|
|
|
Glen E. Tellock
|
| |
17,419
|
| |
—
|
|
|
All directors, nominees and executive officers as a group
|
| |
260,333
|
| |
1.15%
|
|
|
|
| |
|
| |
|
|
|
5% Shareholders
|
| |
|
| |
|
|
|
BlackRock, Inc.
|
| |
3,440,156(11)
|
| |
15.2%
|
|
|
Vanguard Group, Inc.
|
| |
2,265,024(12)
|
| |
10.0%
|
|
|
Gabelli Funds, Inc.
|
| |
1,906,770(13)
|
| |
8.4%
|
|
|
Dimensional Fund Advisors LP
|
| |
1,506,756(14)
|
| |
6.7%
|
|
1
|
Except as otherwise noted, the address of each beneficial owner listed in the table is c/o Astec Industries, Inc. at 1725 Shepherd Road, Chattanooga, Tennessee 37421.
|
2
|
The amounts of the Company’s Common Stock beneficially owned are reported on the basis of regulations of the Securities and Exchange Commission governing the determination of beneficial ownership of securities. The beneficial owner has both voting and dispositive power over the shares of Common
|
59 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2021
|
3
|
Beneficially owned shares include 38,237 of RSUs that convert to shares of Common stock on a future date, subject to earlier settlement upon retirement.
|
4
|
Beneficially owned shares include 12,014 of RSUs that convert to shares of Common stock on a future date, subject to earlier settlement upon retirement and 753 shares of Astec stock in the Company SERP.
|
5
|
Beneficially owned shares include 8,295 of RSUs that convert to shares of Common stock on a future date, subject to earlier settlement upon retirement.
|
6
|
Beneficially owned shares include 14,351 of RSUs that convert to shares of Common stock on a future date, subject to earlier settlement upon retirement.
|
7
|
Beneficially owned shares include 7,552 of RSUs that convert to shares of Common stock on a future date, subject to earlier settlement upon retirement.
|
8
|
Includes 7,195 deferred stock units, each of which represents the right to receive one share of Common Stock within 30 days of termination of service as a director.
|
9
|
Includes 17,967 deferred stock units, each of which represents the right to receive one share of Common Stock within 30 days of termination of service as a director.
|
10
|
Includes 8,963 deferred stock units, each of which represents the right to receive one share of Common Stock within 30 days of termination of service as a director.
|
11
|
The number of shares reported and the information included in this footnote were derived from a Schedule 13G/A filed with the SEC on January 26, 2021 by BlackRock, Inc. According to the Schedule 13G/A, BlackRock, Inc. beneficially owns 3,440,156 shares, with sole dispositive power over all such shares and sole voting power over 3,400,602 shares. The address for BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055.
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12
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The number of shares reported and the information included in this footnote were derived from a Schedule 13G/A filed with the SEC on February 10, 2021 by The Vanguard Group. According to the Schedule 13G/A, The Vanguard Group, Inc. beneficially owns 2,265,024 shares, with sole voting power over 0 shares, shared voting power over 23,418 shares, sole dispositive power over 2,223,874 shares, and shared dispositive power over 41,150 shares. The address for The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355.
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13
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The number of shares reported and the information included in this footnote were derived from separate Schedule 13F-HRs filed with the SEC on February 5, 2021 by Gabelli Funds LLC (“Gabelli”), GAMCO Investors, Inc. et al (“GAMCO”), Teton Advisors, Inc. ("Teton"). According to the Schedule 13F-DRs filed, Gabelli beneficially owns 575,400 shares, with sole voting and dispositive power over all such shares; GAMCO beneficially owns 1,087,370 shares with sole dispositive power over all such shares and sole voting power over 979,870 shares; Teton beneficially owns 244,000 shares, with sole voting and dispositive power over all such shares. The address for each of Gabelli, GAMCO and Teton is One Corporate Center, Rye, New York 10580.
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14
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The number of shares reported and the information included in this footnote were derived from a Schedule 13G filed with the SEC on February 12, 2021 by Dimensional Fund Advisors LP (“Dimensional”). According to the Schedule 13G, Dimensional, a registered investment adviser, may be deemed to have beneficial ownership of 1,506,756 shares, which are held by certain investment companies, trusts and accounts for which Dimensional serves as investment manager, adviser or sub-adviser. Dimensional has sole dispositive power over all such shares and sole voting power over 1,448,839 shares. Dimensional disclaims beneficial ownership of all such shares. The address for Dimensional is Building One, 6300 Bee Cave Road, Austin, Texas 78746.
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60 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2021
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A-1 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2021
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A-2 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2021
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A-3 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2021
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A-4 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2021
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A-5 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2021
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A-6 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2021
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A-7 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2021
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A-8 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2021
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A-9 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2021
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A-10 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2021
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A-11 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2021
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A-12 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2021
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A-13 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2021
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A-14 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2021
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A-15 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2021
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