Document

DEF 14A 1 a2024proxybody.htm DEF 14A Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant x

Filed by a Party other than the Registrant o

Check the appropriate box:


o			Preliminary Proxy Statement
o			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x			Definitive Proxy Statement
o			Definitive Additional Materials
o			Soliciting Material Pursuant to §240.14a-12


ALAMO GROUP INC.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):


x			No fee required.
o			Fee paid previously with preliminary materials.
o			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Alamo Group Inc.
1627 East Walnut Street
Seguin, Texas 78155

DEAR FELLOW STOCKHOLDERS:

You are cordially invited to attend the 2024 Annual Meeting of Stockholders of Alamo Group Inc. The Annual Meeting will be held in a virtual-only format on Thursday, May 2, 2024, at 9:00 a.m. Central Daylight Time.

HOW TO ATTEND THE 2024 VIRTUAL ANNUAL MEETING OF STOCKHOLDERS

To attend the Annual Meeting you will need to visit www.virtualshareholdermeeting.com/ALG2024, and you will be required to enter the control number found on your proxy notice or proxy card you previously received. In accordance with rules and regulations adopted by the Securities and Exchange Commission (the “SEC”), instead of mailing a printed copy of our proxy materials to each stockholder of record, we are furnishing proxy materials to our stockholders on the internet. You will not receive a printed copy of the proxy materials, unless you specifically request such a copy. Instead, on or about March 13, 2024, we will mail to our stockholders a Notice Regarding the Availability of Proxy Materials containing instructions on how to access our proxy materials and annual report on the internet. We believe the furnishing of these materials electronically is more efficient, reducing costs and environmental impacts. The Notice Regarding the Availability of Proxy Materials will instruct you as to how you may access and review all of the important information contained in the proxy materials and how to request paper copies of materials if you wish. The Notice Regarding the Availability of Proxy Materials will also instruct you as to how you may submit your proxy vote on the internet. Our Proxy Statement and 2023 Annual Report to stockholders are available at the website referenced in the Notice Regarding Internet Availability of Proxy Materials and on our website at https://www.alamo-group.com/investor-relations/ at the link to 2024 Annual Meeting Information as well as under the Financial Reports link.

If you have difficulty accessing the Annual Meeting through the Annual Meeting Website, please call technical support at the telephone number on the login page for the Annual Meeting and a representative will be available to assist you. A list of stockholders entitled to vote at the Annual Meeting will be available during the entire time of the Annual Meeting at the Annual Meeting Website. You may vote during the Annual Meeting by following the instructions available on the meeting website during the meeting.

Stockholders of record as of the close of business on March 8, 2024, the record date for the Annual Meeting, will be afforded the same rights and opportunities to vote, ask questions, and participate as they would at an in-person meeting. Once you have entered the virtual Annual Meeting platform, you will be able to type and submit your questions by using the applicable field provided in the web portal before the polls close. You or your proxy holder may participate, vote, and ask questions at the virtual Annual Meeting subject to our Annual Meeting rules and procedures. We will post the Rules for Conduct for the Annual Meeting to our Investor Relations website at https://www.alamo-group.com/investor-relations/ at the link to 2024 Annual Meeting Information no later than one week prior to the Annual Meeting date, and will also make them available during the Annual Meeting through the virtual meeting platform. During the Annual Meeting, the Company will receive questions that are pertinent to the Company and the official business of the Annual Meeting subject to time constraints. Only stockholders with a valid control number will be allowed to ask questions.

Stockholders are encouraged to login to the virtual Annual Meeting several minutes prior to the start time in order to leave enough time to confirm the connection is sufficient to access the virtual meeting site and to allow sufficient time to get familiar with the virtual meeting features. Technical support will also be available during the Annual Meeting. If any stockholder experiences technical difficulty, please call technical support at the telephone number available on the Annual Meeting Website and a representative will be available to assist.

Your vote is very important. Whether or not you expect to attend the virtual Annual Meeting and regardless of the number of shares you own, please promptly vote by telephone or over the internet or by completing, signing, dating and returning your proxy card, if you have requested that a paper copy of proxy materials be mailed to you. Even if you vote in advance, you are still entitled to attend the virtual Annual Meeting and vote at the meeting. If you vote at the meeting, that vote will have the effect of revoking any prior vote.

Thank you for your support.

Roderick R. Baty
Independent Chair of the Board of Directors
March 8, 2024


									Alamo Group Inc. 1627 East Walnut Street Seguin, Texas 78155

Notice of Annual
Meeting of Stockholders

TO THE STOCKHOLDERS OF ALAMO GROUP INC.:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Alamo Group Inc. (the “Company”) will be held in a virtual-only format on Thursday, May 2, 2024, at 9:00 a.m. Central Daylight Time, for the following purposes:

WHO

Stockholders of

record at the close of business on March 8, 2024

VOTING MATTERS

WHEN

May 2, 2024 at

9:00 a.m. Central

Daylight Time

To elect the eight (8) directors named in the proxy materials to the Board of Directors to serve until the next Annual Meeting of Stockholders or until their successors are elected and qualified;

To approve the compensation of the Company's named executive officers ("NEOs") on an advisory basis (the "say-on-pay proposal");

WHERE

Virtual-only format

To ratify the Audit Committee’s appointment of KPMG LLP as the Company's independent auditors for the fiscal year ending December 31, 2024; and

VIRTUAL MEETING

URL ACCESS

www.virtualshareholder

meeting.com/ALG2024

To transact such other business as may properly come before the meeting or any adjournment thereof.

In accordance with the Bylaws of the Company, the Board of Directors fixed the record date for the meeting as March 8, 2024. Only stockholders of record at the close of business on that date will be entitled to vote at the meeting or any adjournment thereof.

Stockholders who do not expect to attend the virtual Annual Meeting are urged to vote by telephone or over the internet or by completing, signing, dating and returning the proxy card enclosed in the proxy materials, if you have requested that paper proxy materials be mailed to you.


A complete list of stockholders entitled to vote at the meeting, showing the address of each stockholder and the number of shares registered in the name of each stockholder, shall be open to examination by any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten business days prior to the meeting, commencing April 17, 2024, at the Company's office at 1627 East Walnut Street, Seguin, Texas 78155. By Order of the Board of Directors, Edward T. Rizzuti Secretary Dated: March 8, 2024

Table of Contents


PROXY SUMMARY			1
GENERAL INFORMATION			5
Voting and Proxies			5
Votes Required to Approve a Proposal			6
Beneficial Ownership of Our Common Stock			7
PROPOSAL 1 - ELECTION OF DIRECTORS			9
Nominees for Election to the Board of Directors			10
Information Concerning Directors			16
CORPORATE GOVERNANCE			18
Board Committees, Meetings and Charters			18
Board Leadership Structure			19
The Board's Role in Strategic and Risk Oversight			20
Board Oversight of ESG Matters			21
Code of Business Conduct and Ethics			21
Stock Ownership Guidelines			21
Prohibition on Hedging and Pledging			22
Sustainability and Environmental and Social Governance			23
Other Corporate Governance Information			24
Certain Relationships and Related Transactions			24
Compensation Committee Interlocks and Insider Participation			25
Report of the Audit Committee			26
EXECUTIVE COMPENSATION			27
Compensation Discussion and Analysis			27


			Introduction			27
			2023 Company Performance Highlights			27
			Executive Compensation Philosophy and Objectives			29
			Compensation and Governance Practices			30
			Compensation Committee Responsibilities and Consultant Independence			30
			Market Alignment of Executive Compensation			31
			Role of the CEO and the Compensation Committee in Compensation Decisions			31
			Components of Executive Compensation			32
			Other Compensation Elements			38
			Compensation Committee Report			40
			2023 Summary Compensation Table			41
			Potential Payments Upon Termination or Change in Control			45
			CEO Pay Ratio Disclosure			48
			Pay Versus Performance			49
			Director Compensation During 2023			53
			PROPOSAL 2 - ADVISORY VOTE ON EXECUTIVE COMPENSATION			54
			PROPOSAL 3 - RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS			56
			APPENDIX I			60

Proxy Summary

This summary highlights certain information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you may wish to consider prior to voting. Please review the entire Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “Annual Report”) for more detailed information.

HOW TO VOTE


			By Internet Go to www.proxyvote.com for voting instructions or scan the QR code on your Notice Regarding the Availability of Proxy Materials or proxy card with your smartphone.
			By Telephone You may call 1-800-690-6903 on a touch-tone telephone and follow the instructions provided by the recorded message to vote your shares by telephone.
			By Mail You may promptly mail your completed and executed proxy card in the postage-paid envelope, which is included with your proxy materials if you requested to receive paper copies of our proxy materials.
			By Virtual Meeting www.virtualshareholdermeeting.com/ALG2024

VOTING RECOMMENDATIONS


Proposals		Recommendation



PROPOSAL 1	The election of the eight (8) directors named in the proxy materials to the Board of Directors to serve until the next Annual Meeting of Stockholders or until their successors are elected and qualified	"FOR"
PROPOSAL 2	The approval of the compensation of the Company’s named executive officers (“NEOs”) on an advisory basis	"FOR"
PROPOSAL 3	The ratification of the Audit Committee’s appointment of KPMG LLP as the Company’s independent auditors for the fiscal year ending December 31, 2024	"FOR"


Alamo Group Inc.			1			Proxy Statement


						PROXY SUMMARY

BOARD OF DIRECTORS NOMINEES

Each member of our Board of Directors is elected annually. You are being asked to vote on the election of these eight nominees, all of whom currently serve as directors. The table below reflects the Board Committees as of the date of the annual meeting, May 2, 2024.

Age

Director Since

Independent

Audit

Committee

Compensation

Committee

Nominating and Corporate

Governance Committee

Robert P. Bauer

2015

Eric P. Etchart

2015

Nina C. Grooms

2021

Paul D. Householder

2024

Tracy C. Jokinen

2016

Jeffery A. Leonard (CEO)

2021

Richard W. Parod(1)

2017

Lorie L. Tekorius

2019

n Chairperson n Member

1.Mr. Parod was appointed the Independent Board Chair in February 2024, effective upon Mr. Baty's retirement from the Board on April 30, 2024.

DIVERSITY OF BOARD


Tenure			Independence			Gender			Ethnicity


Alamo Group Inc.			2			Proxy Statement


PROXY SUMMARY

DIRECTOR QUALIFICATIONS AND SKILLS

Our Board possesses a broad range of qualifications and skills that facilitate strong oversight of the Company's management and strategic development. The following matrix identifies the primary skills that the Nominating/Corporate Governance Committee and the Board considered in connection with the nomination of the eight incumbent directors. While unmarked items in the table below may indicate only cursory knowledge relating to a given category, the marked items indicate strong expertise or experience in the applicable category or categories.

Experience/Qualifications

Bauer

Etchart

Grooms

Householder

Jokinen

Leonard

Parod

Tekorius

Current/Former Public Company CEO Experience

Financial Expertise

Organizational Development & Succession Planning

Company End-Markets/Distribution Channels

International Experience

Strategic Planning & Execution

Corporate Governance

Technology Development/Technical Product Development

IT and Cybersecurity

Capital Goods Manufacturing/Supply Chain

Mergers & Acquisitions


Alamo Group Inc.			3			Proxy Statement


						PROXY SUMMARY

2023 FINANCIAL PERFORMANCE


Net Sales of $1.7 billion	Fully Diluted EPS of $11.36	EBITDA of $247 million*
Annual Increase of 12%	Annual Increase of 33%	Annual Increase of 26%
Record Annual Net Sales	Record EPS	Record EBITDA

*EBITDA is a non-GAAP financial measure defined for this purpose as income from operations plus depreciation and amortization. For more information relating to this measure, including a reconciliation of the non-GAAP financial measure to the comparable GAAP financial measure, refer to "Non-GAAP Financial Measures Reconciliation" in Appendix I hereto.

EXECUTIVE COMPENSATION

Our Board of Directors recommends that you vote “For” our advisory proposal on executive compensation. The non-binding advisory vote gives our stockholders the opportunity to approve the compensation paid to individuals identified as named executive officers (the "NEOs") in this Proxy Statement. The Compensation Committee of our Board (the "Compensation Committee") designed our compensation program to align the actions of our NEOs with the long-term interests of our stockholders based on the overall philosophy to pay executives for their performance. Our executive compensation program ties incentive compensation to the achievement of both annual and long-term (three-year) financial performance goals of our Company. The annual incentive awards are tied to annual financial and other performance goals and are paid in cash, while the three-year incentive awards are tied to three-year financial goals and are made in the form of performance share units ("PSUs").

2023 Compensation Highlights

Our 2023 annual cash incentive plan for all of our NEOs is comprised of objective components. Actual payouts under our annual cash incentive plan can range from 0% to 200% of the target incentive opportunity depending upon performance. For Mr. Leonard and our other NEOs who hold Company-wide positions, Company adjusted pre-tax income and inventory turnover were used as the objective financial performance measures for determining 2023 incentive payouts. For our Division leaders (Messrs. Haberman and Raborn), Company adjusted pre-tax income, Division earnings before interest and taxes ("EBIT"), Division organic revenue growth, Division inventory turnover, and Division reduction of total energy consumption compared to the prior year were used as the financial performance measures for determining 2023 objective incentive payouts. Our adjusted pre-tax income exceeded the target set by our Compensation Committee, resulting in a payout of 196% of target for our NEOs for that portion of our plan. We began providing performance-based equity compensation in 2020 under PSUs that were issued to our NEOs in 2020 covering the three year period from January 1, 2020 to December 31, 2022. No shares were issued to our NEOs as a result of the PSUs issued in 2020 that covered the three-year performance period ending December 31, 2022 because the threshold performance goals for issuance were not met. Shares were, however, issued to our NEOs as a result of the PSUs issued in 2021 that covered the three year period from January 1, 2021 to December 31, 2023 because the threshold performance goals for issuance were met for the period. Please refer to the "Compensation Discussion and Analysis" section of this Proxy Statement for more details regarding the 2023 compensation outcomes for our NEOs.


Alamo Group Inc.			4			Proxy Statement


									Alamo Group Inc. 1627 East Walnut Street Seguin, Texas 78155

General Information

These materials are provided to you because the Board of Directors (the “Board of Directors” or the “Board”) of Alamo Group Inc., a Delaware corporation (the “Company,” “we,” “our,” or “us”), is soliciting your proxy to be voted at the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on May 2, 2024, and at any meeting scheduled as a result of any adjournments thereof. The meeting will be held in a virtual-only format at 9:00 a.m. Central Daylight Time. To attend the Annual Meeting you will need to visit www.virtualshareholdermeeting.com/ALG2024, and you will be required to enter the control number found on the notice or proxy card you previously received. Pursuant to rules approved by the SEC, we are electronically disseminating Annual Meeting materials instead of mailing printed copies of the materials to each of our stockholders. Accordingly, our Notice Regarding Internet Availability of Proxy Materials is being mailed to stockholders on or about March 13, 2024. The Notice Regarding Internet Availability of Proxy Materials includes instructions on how to access Annual Meeting materials via the internet and how to vote. The notice will also provide instructions on how to obtain paper copies of proxy materials, if preferred. Our Proxy Statement and 2023 Annual Report to stockholders are available at the website referenced in the Notice Regarding Internet Availability of Proxy Materials and on our website at https://www.alamo-group.com/investor-relations/ at the link for 2024 Annual Meeting Information as well as under the Financial Reports link.


Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting To Be Held on May 2, 2024: Our Proxy Statement and our Annual Report, which includes our Form 10-K for the fiscal year ended December 31, 2023, are available free of charge on our website at: https://www.alamo-group.com/investor-relations/ at the link for 2024 Annual Meeting Information as well as under the Financial Reports link

VOTING AND PROXIES

Only holders of record of common stock, par value $.10 per share (“Common Stock”), of the Company at the close of business on March 8, 2024 (the “Record Date”) shall be entitled to vote at the meeting. There were 20,000,000 authorized shares of Common Stock and 12,045,181 shares of Common Stock outstanding on the Record Date. Each share of Common Stock is entitled to one vote. Any stockholder giving a proxy has the power to revoke the same at any time prior to its use by giving notice in person or in writing to the Secretary of the Company. The presence, in person or by proxy, of the holders of shares of Common Stock having a majority of the voting power of the Common Stock entitled to be voted at the 2024 Annual Meeting of Stockholders is necessary to constitute a quorum at the 2024 Annual Meeting of Stockholders and any adjournment thereof. If you have requested paper copies of the annual materials and receive a proxy card, please note that by signing and returning the enclosed proxy card, you authorize the persons named as proxies on the proxy card to represent you and vote your shares at the meeting. If you are not present at


Alamo Group Inc.			5			Proxy Statement


						GENERAL INFORMATION

the meeting, your shares can be voted only when represented by a proxy either pursuant to the proxy card or otherwise. You may indicate a vote on the proxy card in connection with any of the listed proposals, and your shares will be voted accordingly. If you indicate a preference to abstain from voting, no vote will be cast.

VOTES REQUIRED TO APPROVE A PROPOSAL

Votes cast by proxy or in person at the Annual Meeting will be tabulated by the inspector of election appointed by the Company for the meeting. A majority of the voting power of the Common Stock entitled to be voted at the Annual Meeting, present in person or represented by proxy, constitutes a quorum for the transaction of business at the Annual Meeting. Abstentions and “broker non-votes” will be included in determining the presence of a quorum at the Annual Meeting. Where a stockholder’s proxy or ballot is properly executed and returned but does not provide voting instructions, the shares of such stockholder will nevertheless be counted as being present at the Annual Meeting for the purpose of determining a quorum.

“Broker non-votes” occur when a person holding shares in street name, such as through a brokerage firm, does not provide instructions as to how to vote those shares and the broker does not then vote those shares on the stockholder’s behalf.

Each director will be elected by a majority of the votes cast with respect to such director. A “majority of the votes cast” means that the number of votes cast “for” a director exceeds the number of votes cast “against” that director. Abstentions and "broker non-votes" are not considered to be votes cast with respect to the election of directors. Under Delaware law, if the director is not elected at the Annual Meeting, the director will continue to serve on the Board as a “holdover director.” As required by the Company’s Bylaws, each director has submitted an irrevocable letter of resignation as director that becomes effective if he or she is not elected by stockholders and the Board accepts the resignation. If a director is not elected, the Nominating/Corporate Governance Committee will consider the director’s resignation and recommend to the Board whether to accept or reject the resignation. The Board will decide whether to accept or reject the resignation and publicly disclose its decision and, if it rejects the resignation, the rationale behind the decision, within 90 days after the election results are certified.

Approval of the say-on-pay proposal requires the affirmative vote of a majority of the shares present in person or by proxy and entitled to vote at the Annual Meeting. Because your vote is advisory, it will not be binding on the Board or the Company. However, the Board will review the voting results and take them into consideration when making future decisions regarding executive compensation. Under New York Stock Exchange rules, if your broker holds your shares in its name, your broker is not permitted to vote your shares with respect to the say-on-pay proposal if your broker does not receive voting instructions from you. Abstentions and broker non-votes are entitled to vote at the Annual Meeting and therefore will have the same effect as a negative vote on this proposal.

The ratification of KPMG LLP’s appointment as the Company’s independent auditor requires the affirmative vote of a majority of the shares present in person or by proxy at the Annual Meeting and entitled to vote thereon. Abstentions are present and entitled to vote and will thus have the same effect as a negative vote on the proposal to approve and ratify the appointment of KPMG LLP. The ratification of KPMG LLP's appointment as the Company's independent auditor is considered to be a "routine" proposal under New York Stock Exchange rules and, therefore, if you do not return voting instructions to your broker, your shares may be voted by your broker in its discretion on that proposal.


Alamo Group Inc.			6			Proxy Statement


GENERAL INFORMATION

BENEFICIAL OWNERSHIP OF OUR COMMON STOCK

Listed in the following table are the only beneficial owners of more than five percent of the Company's outstanding Common Stock that the Company is aware of as of February 16, 2024. In addition, this table includes the outstanding voting securities beneficially owned by the Company’s directors, by its executive officers that are listed in the Summary Compensation Table, and by its directors and executive officers as a group as of February 16, 2024. Unless indicated otherwise below, the address of each person named on the table below is: c/o Alamo Group Inc., 1627 East Walnut Street, Seguin, Texas 78155.


Beneficial Owner of Common Stock	Amount and Nature of Beneficial Ownership ($)(1)		Percent of Class(2)



Henry Crown and Company c/o Brian Gilbert Gould & Ratner LLP 222 N. LaSalle Street, Suite 800 Chicago, IL 60601	1,700,000	(3)	14.15
BlackRock Inc. 55 East 52nd Street New York, NY 10055	1,692,832	(4)	14.09

The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355	759,699	(5)	6.32

Dimensional Fund Advisors LP Building One 6300 Bee Cave Road Austin, TX 78746	611,433	(6)	5.09
Roderick R. Baty	22,406	(8)	*
Eric P. Etchart	10,461	(8)	*
Robert P. Bauer	10,254	(8)	*
Richard W. Parod	7,522	(8)	*
Tracy C. Jokinen	6,942	(8)	*
Lorie L. Tekorius	3,762	(8)	*
Nina C. Grooms	2,047	(8)	*
Paul D. Householder	—		*
Jeffery A. Leonard	29,363	(7)(9)	*
Richard J. Wehrle	25,941	(7)(9)	*
Edward T. Rizzuti	9,197	(7)(9)	*
Richard H. Raborn	9,032	(7)(9)	*
Michael A. Haberman	18,778	(7)(9)	*
All Directors and Executive Officers (17 Persons)	168,311	(7)(9)	1.40

*Less than 1% of class.

1.In each case, the beneficial owner has sole voting and investment power, except as otherwise provided herein.

2.The calculation of percent of class is based on the number of shares of Common Stock outstanding as of February 16, 2024, being 12,015,281 shares.


Alamo Group Inc.			7			Proxy Statement


						GENERAL INFORMATION

3.Based on Schedule 13D/A, dated December 21, 2012, Bgear Investors LLC, a Delaware limited liability company, and Henry Crown and Company, an Illinois limited liability partnership, had shared voting and dispositive power over 1,361,700 shares, and Henry Crown and Company, a Delaware corporation, had sole voting and dispositive power over 338,300 shares as of December 31, 2012.

4.Based on Schedule 13G/A, dated January 23, 2024, by which BlackRock, Inc. reported that as of December 31, 2023, it had sole voting power over 1,675,132 shares and had shared voting power over none of the shares and sole dispositive power over 1,692,832 shares. BlackRock, Inc. reported beneficial ownership of the 1,692,832 shares as of December 31, 2023.

5.Based on Schedule 13G, dated February 13, 2024, by which The Vanguard Group reported that as of December 31, 2023, it had sole voting power over zero shares, had shared voting power over 19,007 shares and had sole dispositive power over 731,029 shares. The Vanguard Group reported beneficial ownership in 759,699 shares as of December 31, 2023.

6.Based on Schedule 13G/A, dated February 9, 2024, by which Dimensional Fund Advisors LP reported that as of December 31, 2023, it had sole voting power over 597,733 shares, had shared voting power over none of the shares, and had sole dispositive power over 611,433 shares. Dimensional Fund Advisors LP reported beneficial ownership in 611,433 shares as of December 31, 2023.

7.Includes: unvested restricted stock awards that have power to vote and receive dividends as follows: 10,897 shares for Mr. Leonard; 3,365 shares for Mr. Wehrle; 2,439 shares for Mr. Rizzuti; 2,767 shares for Mr. Raborn; 2,543 shares for Mr. Haberman; and 3,971 shares for other executive officers.

8.Includes: unvested restricted stock awards that have power to vote and receive dividends as follows: 1,624 shares each for Mr. Baty, Mr. Etchart, Mr. Bauer, Mr. Parod, Ms. Jokinen and Ms. Tekorius; and 1,504 shares for Ms. Grooms.

9.Includes: shares available for exercise under various stock options as follows: 3,000 shares for Mr. Rizzuti; 1,700 shares for Mr. Haberman; and 1,000 shares for other executive officers.


Alamo Group Inc.			8			Proxy Statement


PROPOSAL ONE

Election of Directors

The Bylaws of the Company provide that the number of directors which shall constitute the whole Board of Directors shall be fixed and determined from time to time by resolution adopted by the Board of Directors. As of the date of this Proxy Statement, the Board of Directors is comprised of nine (9) directors. As announced by the Company on February 22, 2024, Roderick R. Baty is retiring from the Board effective April 30, 2024. Effective on the retirement of Mr. Baty from the Board on April 30, 2024, the number of directors constituting the whole Board of Directors shall be reduced from nine (9) to eight (8).


			Each director elected at the Annual Meeting will serve until the next Annual Meeting of Stockholders or until a successor is elected and qualified.

Unless otherwise instructed, shares represented by properly executed proxies in the accompanying form will be voted for the individuals nominated by the Board of Directors set forth below. Although the Board of Directors anticipates that the listed nominees will be able to serve, if at the time of the meeting any such nominee is unable or unwilling to serve, such shares may be voted at the discretion of the proxy holders for a substitute nominee. The Nominating/Corporate Governance Committee of the Board of Directors recommended the individuals listed below to the Board of Directors and the Board of Directors nominated them. Certain information concerning such nominees, including all positions with the Company and principal occupations during the last five years, is set forth below.

We have provided below information about our nominees, all of whom are incumbent directors, including their ages, years of service as directors, and business experience. We have also included information about each nominee’s specific experience, qualifications, attributes, or skills that led the Board to conclude that he/she should serve as one of our directors in light of our business and structure. All of our nominees bring to our Board extensive management and leadership experience gained through their service as executives and, in several cases, chief executive officers, chief operating officers or chief financial officers of diverse businesses. In these executive roles, they have taken hands-on, day-to-day responsibility for strategy and operations, including management of capital, risk and business cycles. In addition, several nominees bring private and public company board experience with either significant experience on other boards or long service on our Board. This broadens their knowledge of board policies and processes, rules and regulations, issues and solutions.


Alamo Group Inc.			9			Proxy Statement


						PROPOSAL ONE

NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS


						Robert P. Bauer \| Age: 65 \| Director Since: 2015 \| Position: Independent Director

						Robert P. Bauer has been a director of the Company since August 2015. Mr. Bauer served as President and Chief Executive Officer and as a director of the L.B. Foster Company ("L.B. Foster"), a manufacturer, fabricator and distributor of products and services for transportation and energy infrastructure, from 2012 until his retirement in 2021. L.B. Foster specializes in infrastructure solutions for freight and transit rail systems; construction products for highway bridges and ports; tubular products and services for pipeline applications; and precision metering solutions for energy pipelines. Mr. Bauer served as President of Emerson Climate Technologies, Refrigeration Division, a business segment of Emerson Electric Co., a diversified global manufacturing and technology company, ("Emerson") from June 2011 to February 2012. He also served as President of Emerson Network Power, Liebert Division, from January 2002 through May 2011. Mr. Bauer spent 18 years with Emerson in various senior management positions, and became a Group Vice President, Emerson in 2004. Prior to Emerson, he held management positions with Rockwell Automation and Westinghouse Electric.

						Mr. Bauer brings to the Board many years of experience in the global manufacturing environment, with valuable and extensive knowledge concerning global product marketing, new product development, strategic planning, corporate governance, and mergers and acquisitions.


Alamo Group Inc.			10			Proxy Statement


PROPOSAL ONE


						Eric P. Etchart \| Age: 67 \| Director Since: 2015 \| Position: Independent Director

						Eric P. Etchart has been a director of the Company since August 2015. From 2007 until his retirement in January 2016, Mr. Etchart served as Senior Vice President for the Manitowoc Company, Inc., a global manufacturer of cranes and food service equipment serving both residential and non-residential markets as well as infrastructure and power industries. Mr. Etchart was the President of the Manitowoc Crane Group from 2007 until 2015 and Senior Vice President of Business Development from 2015 until his retirement. Prior to joining Manitowoc, Mr. Etchart held various management positions for Potain S.A., a global manufacturer of tower cranes, until it was acquired by Manitowoc in 2001. In 2022, Mr. Etchart demonstrated his commitment to outstanding modern leadership and ESG excellence by successfully completing the required coursework, and passing a comprehensive examination, to obtain a Diligent Climate Leadership Certification, presented by the Diligent Institute. In 2023, Mr. Etchart completed an ESG Leadership Certificate Program through Diligent Institute and Competent Boards. The program is designed to prepare leaders with the knowledge and skills to address ESG challenges and opportunities. Mr. Etchart is also a National Association of Corporate Directors (NACD) Board Leadership Fellow.

						Mr. Etchart brings to the Board over thirty years of global manufacturing experience, extensive knowledge of and expertise in finance and marketing, ESG proficiency, climate risk and related strategy, and is a French national with over twenty years of management experience outside the U.S., which provides the Company with a meaningful international perspective on global markets.


Alamo Group Inc.			11			Proxy Statement


						PROPOSAL ONE


						Nina C. Grooms \| Age: 55 \| Director Since: 2021 \| Position: Independent Director

						Nina C. Grooms has been a director of the Company since December 2021. Ms. Grooms is currently Chief Executive Officer of Oralucent, an oral care company that seeks to revolutionize oral care, and that holds several patents related to blue light technology for toothbrushes. Ms. Grooms became Chief Executive Officer of Oralucent in August 2022. Prior to joining Oralucent, Ms. Grooms was Chief Product Officer of May Mobility in Ann Arbor, Michigan. May Mobility is a leader in autonomous vehicle technology with a mission to transform communities through the development and deployment of safe and accessible autonomous vehicles. Ms. Grooms joined May Mobility in 2020. Prior to joining May Mobility, Ms. Grooms served in various management roles with Ford Motor Company, most recently as Chief Product Owner for Ford's Autonomous Vehicle Software Solutions Group. Prior to her service with Ford, Ms. Grooms held various managerial positions with the General Electric Company from 2012 to 2017, including as Vice President, Global Customer & Services Marketing, IoT Software at GE Digital.

						Ms. Grooms brings extensive experience in many areas relevant to the Company, including sales and marketing, IoT, electric and autonomous vehicles, new product development, and strategic planning.


						Paul D. Householder \| Age: 54 \| Director Since: 2024 \| Position: Independent Director

						Paul D. Householder has been a director of the Company since February 2024. Mr. Householder is currently the President and Chief Executive Officer of Ag Growth International Inc. ("Ag Growth"), a global manufacturer of portable and stationary grain handling, storage and conditioning equipment, including augers, belt conveyors, storage bins, handling accessories and aeration equipment. Mr. Householder joined Ag Growth in 2019 as Executive Vice President, International. He served as Executive Vice President, Global Operations, and Executive Vice President and Chief Operating Officer at Ag Growth before serving in his current role. Prior to Ag Growth, Mr. Householder spent twenty-eight years with Air Products & Chemicals, Inc., holding several global leadership roles focusing on continuous improvement, business development, sales, and engineering.

						Mr. Householder brings to the Board over thirty years of global manufacturing experience, with strong focus on operations, including strategic planning, change management, global operations, negotiation, Lean Six Sigma, and continuous improvement.


Alamo Group Inc.			12			Proxy Statement


PROPOSAL ONE


						Tracy C. Jokinen \| Age: 55 \| Director Since: 2016 \| Position: Independent Director

						Tracy C. Jokinen has been a director of the Company since August 2016. From March 2020 until her retirement in January 2022, she was the Executive Vice-President and Chief Financial Officer of Vyaire Medical, a global respiratory care company. Before joining Vyaire, Ms. Jokinen was the Executive Vice President and Chief Financial Officer of Acelity L.P. Inc. ("Acelity"), a leading global medical technology company, from June 2017 until October 2019 when Acelity was acquired by the 3M Company. Before joining Acelity in June of 2017, Ms. Jokinen served as the Chief Financial Officer of G&K Services, Inc. (“G&K”), a service-focused provider of branded uniform and facility services programs, from 2014 to 2017. Prior to her service as Chief Financial Officer of G&K, Ms. Jokinen spent 22 years with Valspar Corporation (“Valspar”), a global manufacturer of paints and coatings, in various positions of increasing responsibility. Most recently, she served as Valspar’s Vice President, Corporate Finance, where she led Valspar’s tax, treasury, investor relations, internal audit, operations, finance, and corporate accounting functions. Her previous positions at Valspar included Vice President, Finance & Strategy, and Vice President, Corporate Controller and Chief Accounting Officer.

						Ms. Jokinen's extensive and varied management experience, a significant portion of which was within the manufacturing sector, provides the Company with meaningful financial and accounting expertise and mergers and acquisitions and related integration experience, as well as useful problem solving skills relevant to a large multinational manufacturing company.


Alamo Group Inc.			13			Proxy Statement


						PROPOSAL ONE


						Jeffery A. Leonard \| Age: 64 \| Director Since: 2021 \| Position: President & CEO

						Jeffery A. Leonard has been President and Chief Executive Officer of the Company since May 31, 2021, and a director of the Company since June 1, 2021. Mr. Leonard joined the Company in 2011, and previously served as Executive Vice President of the Company's former Industrial Division. Prior to joining the Company, from 1997 to 2011 Mr. Leonard served in various management roles with Metso Minerals Industries Inc. ("Metso"), a subsidiary of Metso Corporation of Helsinki, Finland, a supplier of technology and services for mining, construction, power generation, automation, recycling and the pulp and paper industries. Metso Corporation was created through the merger of Valmet Corporation and Rauma Corporation in 1999. Valmet was a paper and board machine supplier, while Rauma's operations were focused on fiber technology, rock crushing and flow control solutions. Most recently, Mr. Leonard served as Senior Vice President, Comminution Business Unit & Global Manufacturing for Metso. His prior positions at Metso included Senior Vice President, Comminution Business Unit; President, Grinding & Process Equipment Product Lines; and President, Grinding Division.

						Mr. Leonard brings decades of management experience in the manufacturing sector to the Board. Mr. Leonard also brings direct knowledge and understanding of the Company's operations from serving as an Executive Vice President with the Company for many years prior to becoming President and Chief Executive Officer. Mr. Leonard brings expertise in manufacturing operations, strategic planning, sales and marketing, corporate governance, corporate finance, and mergers and acquisitions to the Board.


						Richard W. Parod \| Age: 70 \| Director Since: 2017 \| Position: Independent Board Chair

						Richard W. Parod has been a director of the Company since December 2017. He was appointed Independent Board Chair in February 2024, effective upon Mr. Baty's announced retirement from the Board on April 30, 2024. Mr. Parod is currently Chief Executive Officer of AdeptAg, a private company serving the controlled environment agriculture market. Mr. Parod was the President and Chief Executive Officer and a director of the Lindsay Corporation ("Lindsay") from April 2000 until December of 2017. Lindsay is a leading global manufacturer and distributor of irrigation and infrastructure equipment and technology. Prior to Lindsay, Mr. Parod served as the Vice President and General Manager of the Toro Company's Irrigation Division from 1997 to 2000. Toro is a leading worldwide provider of outdoor turf, landscape, underground utility construction, irrigation and related equipment.

						In his role as President and CEO with Lindsay, Mr. Parod gained valuable executive leadership experience and he brings meaningful expertise in many areas relevant to the Company, including strategic planning, manufacturing operations, product development, sales and marketing, accounting and public company governance.


Alamo Group Inc.			14			Proxy Statement


PROPOSAL ONE


						Lorie L. Tekorius \| Age: 56 \| Director Since: 2019 \| Position: Independent Director

						Lorie L. Tekorius has been a director of the Company since December 2019. Ms. Tekorius is the President and Chief Executive Officer of The Greenbrier Companies, Inc. ("Greenbrier"), a position she assumed on March 1, 2022. Ms. Tekorius is also a director of Greenbrier. Greenbrier is a leading international designer, manufacturer and marketer of freight railcar equipment and related services to global transportation markets in North America, South America, and Europe. Ms. Tekorius has served in various management positions for Greenbrier since 1995, most recently as President and Chief Operating Officer and, prior to that, as Executive Vice President and Chief Financial Officer.

						Ms. Tekorius provides the Company with highly relevant experience in finance, accounting, public company governance, strategic planning, and global manufacturing operations.


Alamo Group Inc.			15			Proxy Statement


						PROPOSAL ONE

The Board has delegated some of its authority to three Committees of the Board of Directors. These are the Audit Committee, Nominating/Corporate Governance Committee, and Compensation Committee. All three Committees have published charters on the Company’s website at https://www.alamo-group.com/corporate-governance/. The following table shows the membership of each Committee of the Board (all members of which are independent) as of the date of the 2024 Annual Meeting and the number of meetings held by each Committee during 2023:


	Compensation Committee	Audit Committee	Nominating/Corporate Governance Committee



Robert P. Bauer	n	n	n
Eric P. Etchart	n		n
Nina C. Grooms		n	n
Paul D. Householder(1)	n
Tracy C. Jokinen	n	n
Lorie L. Tekorius		n	n
Number of Fiscal 2023 Meetings	4	4	3
n Chair n Member

1.Mr. Householder joined the Board in February 2024 and therefore did not attend any meetings in 2023.

INFORMATION CONCERNING DIRECTORS

None of the nominees for director or the executive officers of the Company has a familial relationship with any of the other executive officers or other nominees for director. In accordance with our Corporate Governance Guidelines, no director may serve on more than three public company boards of directors (including the Company's Board). Mr. Etchart has served as director of Graco Inc. since 2010 and is a member of the Audit and Governance Committees of Graco. Mr. Etchart has also served as a director of the WD-40 Company since December of 2016 where he is currently the Chair of the Corporate Governance Committee and a member of the Finance Committee. Mr. Householder has served as a director of Ag Growth International, Inc. since November 8, 2022. Ms. Jokinen has served as a director of Array Technologies, Inc. since November 8, 2022 where she is currently a member of the Audit Committee as well as the Human Capital Committee. Ms. Jokinen has also served as a director of Vestis Corporation since September 30, 2023 where she is currently Chair of the Audit Committee and a member of the Compensation and Human Resources Committee. Ms. Tekorius has served as a director of The Greenbrier Companies, Inc. since March 30, 2022. Mr. Parod has served as a director of Dragonfly Energy Holdings Corp. since October 7, 2022 where he is currently a member of the Audit and Compensation Committees. Mr. Parod had been serving as a director of Raven Industries, Inc., until the company was acquired by CNH Industrial N.V. in November of 2021. Mr. Bauer had been serving as a director and the President and Chief Executive Officer of L.B. Foster until his retirement in July of 2021. Except as disclosed above, none of the directors or nominees is a director or has been a director over the past five years of any other company which has a class of securities registered under, or is required to file reports under, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or of any company registered under the Investment Company Act of 1940, as amended.


Alamo Group Inc.			16			Proxy Statement


PROPOSAL ONE

Non-management directors may meet in executive session, without the Chief Executive Officer, at any time, and there are regularly scheduled non-management executive sessions at each meeting of the Board of Directors and Committees thereof. The Independent Chair of the Board and the Chair of each Committee preside over their respective executive sessions.

In determining independence, each year the Board affirmatively determines whether each director has any “material relationships” with the Company other than as a director. When assessing the “materiality” of a director’s relationship with the Company, the Board considers all relevant facts and circumstances, not merely from the director’s standpoint, but from that of the persons or organizations with which the director has an affiliation, and the frequency or regularity of the services, whether the services are being carried out at arm’s length in the ordinary course of business and whether the services are being provided substantially on the same terms to the Company as those prevailing at the time from unrelated parties for comparable transactions.

The Board of Directors has determined that all of its current directors except Mr. Leonard, the Company's President and CEO, have no material relationships with the Company or its auditors and are independent within the meaning of the New York Stock Exchange (“NYSE”) listing standards on director independence and the director independence standards established under the Company’s Corporate Governance Guidelines, which are available at https://www.alamo-group.com/corporate-governance/.

If you and other interested parties wish to communicate with the Board of Directors of the Company, you may send correspondence to the Corporate Secretary, Alamo Group Inc., 1627 East Walnut Street, Seguin, Texas 78155. The Secretary will submit your correspondence to the Board or to the appropriate Committee or Board member, as applicable. The Board’s policy regarding stockholder communication with the Board of Directors is available at https://www.alamo-group.com/corporate-governance/.

Stockholders and other interested parties may communicate with non-management directors of the Board by sending their correspondence to the Corporate Secretary, Alamo Group Inc., 1627 East Walnut Street, Seguin, Texas 78155.

Vote required. Each director will be elected by a majority of the votes cast with respect to such director. All proxies will be voted “FOR” these nominees unless a contrary choice is indicated. Shares voting “abstain” on any nominee for director will be excluded from the vote and will have no effect on the election of directors. Broker non-votes will also be excluded from the vote and will have no effect on the election of directors.


"FOR"			THE BOARD OF DIRECTORS HAS APPROVED THE SLATE OF DIRECTORS AND RECOMMENDS A VOTE “FOR” THE ELECTION OF ALL EIGHT NOMINEES, WHICH IS DESIGNATED AS PROPOSAL NO. 1. PROXIES SOLICITED BY THE BOARD WILL BE VOTED "FOR" EACH NOMINEE UNLESS OTHERWISE INSTRUCTED.


Alamo Group Inc.			17			Proxy Statement

Corporate Governance

BOARD COMMITTEE ROLES AND RESPONSIBILITIES

Set forth below is an overview of the roles and responsibilities of each Committee of the Board:

Compensation
Committee

Audit

Committee

Nominating/Corporate

Governance Committee

■Review and approve, at least annually, the goals and objectives relevant to CEO compensation and the structure of the Company’s plans for executive compensation, incentive compensation, equity-based compensation and its general compensation, and employee benefit plans, and make recommendations to the Board;

■Evaluate annual performance of the CEO in light of the goals of the Company’s executive compensation plans, and recommend his or her compensation based on this evaluation;

■In consultation with the CEO, review, evaluate and recommend to the Board the compensation of all executive officers and key managers;

■Evaluate and recommend to the Board compensation of directors for Board and Committee service;

■Review and recommend to the Board any severance agreement made with the CEO;

■Review and recommend to the Board the amount and terms of all individual equity awards, including stock options, restricted stock or performance based equity awards;

■Review executive officer and director compliance with stock ownership requirements; and

■Approve and issue the annual report on executive compensation required by the SEC for inclusion in the Company's Proxy Statement

■Appoint, approve compensation, and oversee the work of the independent auditor;

■Review at least annually a report by the independent auditor describing the firm’s internal control procedures and any material issues raised by the most recent internal control review;

■Preapprove all audit services and associated fees by the independent auditors;

■Preapprove all permissible non-audit services to be provided by the independent auditor;

■Review the independence of the independent auditor;

■Review the scope of audit and resolve any difficulties or disagreements with management encountered during the audit or any interim periods;

■Review and discuss with management and the independent auditor the annual audit and quarterly financial statements of the Company;

■Recommend to the Board whether financial statements should be included in the Annual Report on Form 10-K and quarterly reports;

■Review the adequacy and effectiveness of the Company's internal controls;

■Periodically review and evaluate the Company's policies and programs for identifying cybersecurity risks;

■Review the adequacy and effectiveness of the Company's disclosure controls; and

■Review financial risk assessment presented by management

■Evaluate director candidates and has sole authority to retain a search firm in that effort, approve its fees and scope of service;

■Recommend to the Board of Directors nominees for Board election by the stockholders based upon their qualifications, knowledge, skills, expertise, experience and diversity;

■Review Board composition to reflect the appropriate balance of knowledge, skills, expertise, experience and diversity;

■Review size of the Board and the frequency and structure of Board meetings;

■Recommend to the Board the establishment, elimination, size and composition of standing Committees;

■Review, at least annually, the Company's Code of Business Conduct & Ethics;

■Periodically (at least annually) review the goals and objectives of the Company relating to ESG matters including a review of the Company's annual sustainability reporting data and annual sustainability report;

■Oversee the Company's policies and practices regarding diversity and inclusion and climate and water risk;

■Oversee and establish procedures for the annual evaluation of the Board and management; and

■Develop, recommend to the Board, and review annually a set of corporate governance guidelines


Alamo Group Inc.			18			Proxy Statement


CORPORATE GOVERNANCE

During the fiscal year ended December 31, 2023, the Board held five meetings. With the exception of Mr. Householder who joined the Board in February 2024, each incumbent director attended in person or by phone 100% of the total number of meetings of the Board and Committees on which the director served during 2023. It is a policy of the Board that all directors attend the Annual Meeting of Stockholders. All of our directors, with the exception of Mr. Householder who joined the Board in February 2024, attended the Annual Meeting of Stockholders in May 2023 which was held as a virtual meeting.

The Board has determined that under current NYSE listing standards all members of the Audit Committee are financially literate, are “Audit Committee financial experts,” and are independent under the Company’s Corporate Governance Guidelines and NYSE listing requirements, and that each has accounting or related financial management expertise as required by the NYSE listing standards.

The Nominating/Corporate Governance Committee identifies, evaluates and recommends director candidates to the Board of Directors. In identifying and recommending nominees for positions on the Board of Directors, the Nominating/Corporate Governance Committee places primary emphasis on (i) judgment, character, expertise, skills and knowledge useful to the oversight of our business; (ii) diversity of viewpoints, backgrounds, experiences and other demographics; (iii) business or other relevant experience; and (iv) the extent to which the interplay of the nominee's expertise, skills, knowledge and experience with that of other members of the Board will build a board that is active, collegial and responsive to the needs of the Company. Although gender and diversity characteristics, such as race, ethnicity and nationality are important considerations in the Committee’s process, the Committee and the Board of Directors do not have a formal policy with regard to the consideration of gender and/or diversity in identifying director nominees. Nominees are not discriminated against on the basis of gender, race, religion, national origin, sexual orientation, disability or any other basis prescribed by law.

Upon identifying a director candidate, or considering a director candidate recommended by a stockholder, the Committee initially determines the need for additional or replacement Board members and evaluates all the director candidates under the criteria described above, based on the information the Committee receives with the recommendation or otherwise possesses, which may be supplemented by certain inquiries. If the Committee determines, in consultation with other Board members including the Chair, that a more comprehensive evaluation is warranted, the Committee may then obtain additional information about the director candidate’s background and experience, including by means of interviews. The Committee will then evaluate the director candidate further, again using the evaluation criteria described above. The Committee receives input on such director candidates from other directors, and recommends director candidates to the full Board of Directors for nomination. The Committee may engage a third party to assist in the search for director candidates or to assist in gathering information regarding a director candidate’s background and experience. If the Committee engages a third party, the Committee approves the fee that the Company pays for such services.

All of our Committee Charters and our Corporate Governance Guidelines, which have been approved by the Board, are reviewed at least annually and may be viewed on the Company’s website at https://www.alamo-group.com/corporate-governance/.

BOARD LEADERSHIP STRUCTURE

The Board does not have a policy on whether the same person should serve as both the CEO and Chair of the Board or, if the roles are separate, whether the chair should be selected from the non-employee directors or should be an employee. The Board believes that it should have the flexibility to make these determinations at any given point in time in the way that it believes best to provide appropriate leadership for the Company at that time.


Alamo Group Inc.			19			Proxy Statement


						CORPORATE GOVERNANCE

Currently, Mr. Baty serves as Independent Chair of the Board and Mr. Leonard serves as the CEO. The Company announced on February 23, 2024 that Mr. Baty will retire from the Board effective April 30, 2024. In February 2024, current Board member and nominee, Richard W. Parod, was appointed to be the new Independent Chair of the Board upon Mr. Baty's retirement. The CEO is responsible for setting the strategic direction for the Company and the day-to-day leadership and performance of the Company, while the Independent Chair of the Board sets the agenda for Board meetings and presides over meetings of the full Board. The Board believes that its current leadership structure is appropriate at this time because it allows the Company to benefit from the expertise, experience, and strength of each of those individuals holding those key leadership positions.

THE BOARD'S ROLE IN STRATEGIC AND RISK OVERSIGHT

Our Board takes an active role in overseeing management's development and implementation of its strategic plan. It receives a comprehensive overview of management's strategic plan for the Company's business at least annually and reviews periodic updates concerning the Company's execution of the plan, as well as updates from individual business units at regularly scheduled Board meetings during the course of the year.


The Board provides insight and guidance to Company management and, if necessary, challenges management concerning the Company's overall strategic direction.

The Board monitors and analyzes the Company's financial results and approves all material acquisitions and significant capital expenditures. The Board also has an active role in overseeing management of the Company’s risk. The Board regularly reviews information regarding the Company’s operational, financial, legal, cybersecurity, fraud and reputational risks which is usually conveyed to the Board by the senior management of the Company or by one of the Board’s Committees. Because overseeing risk is an ongoing process and an inherent part of the Company’s strategy, the Board discusses risk throughout the year at other meetings in relation to specific proposed actions.

The Board has delegated certain risk management oversight responsibility to the Board committees. The Audit Committee oversees risks related to the Company’s accounting, auditing, reporting, financial practices (including the integrity of the Company’s financial statements), administration and financial controls, and compliance with legal and regulatory requirements. The Audit Committee reviews and discusses the Company’s policies with respect to risk assessment and risk management. Information and cybersecurity risk is also an oversight focus area for the Audit Committee, as well as for the entire Board. The Compensation Committee oversees risks relating to the Company’s compensation, incentive compensation, and equity-based compensation plans. The Nominating/Corporate Governance Committee oversees risks relating to the composition and organization of the Board and the Company's governance practices, including environmental and social governance matters.

The Company believes that its leadership structure also enhances the risk oversight function of the Board. Our CEO regularly discusses material risks facing the Company with management and members of the Board. Our CEO, as a member of the Board, is also expected to report candidly to his fellow directors on his assessment of the material risks the Company faces, based upon the information he receives as part of his management responsibilities.


Alamo Group Inc.			20			Proxy Statement


CORPORATE GOVERNANCE

BOARD OVERSIGHT OF ESG MATTERS

Due to the significance of environmental and social governance ("ESG") as it relates to strategic and risk issues facing the Company, the Board as a whole maintains oversight of the Company’s ESG program, including initiatives, metrics and policies. This is intended to provide the Board timely visibility into the identification, reporting, assessment, and management of material ESG issues. The Nominating/Corporate Governance Committee is responsible for assisting the Board in its oversight of the Company’s ESG program, which includes the matters covered in the Company’s annual Sustainability Report. Our ESG program is focused on, among other things, the efficient use of energy and natural resources to help reduce the intensity of the Company’s greenhouse gas (GHG) emissions and water usage, as well as human capital management, including diversity, equity and inclusion initiatives.

CODE OF BUSINESS CONDUCT AND ETHICS

The Board has approved and adopted our Code of Business Conduct and Ethics (the "Code"). The Code applies to all of the Company's employees, directors, and officers and those of its subsidiary companies. The Code covers concepts such as confidential and proprietary information, inventions, conflicts of interest and fair dealing, corporate opportunities, insider trading and tipping, anti-corruption and anti-bribery, antitrust compliance, export controls, fraud, confidential reporting procedures, and non-retaliation measures. A copy of the Code is available on our website, at https://www.alamo-group.com/corporate-governance/. The Company intends to disclose any amendments to the Code on its website.

STOCK OWNERSHIP GUIDELINES

Consistent with our objective of aligning management's interests with the interests of our stockholders, the Company adopted formal stock ownership guidelines applicable to senior executives and non-employee directors of the Company. The guidelines require that the total value of the executive's or director's holdings of Company stock must equal or exceed the specified target values shown below:


Title			Target Ownership



Chief Executive Officer			5 times annual base salary
Division EVPs & CFO			2.5 times annual base salary
Other Company EVPs			2 times annual base salary
Company VPs and other Key Senior Executives			1 time annual base salary
Outside Directors			5 times annual cash retainer

Each senior executive and director was expected to meet the target ownership requirements within a period of five (5) years from the date of adoption of our guidelines (on or before May 2023) or, for any newly hired/promoted executives or newly appointed directors, within five (5) years from the date of hire, promotion or appointment. Senior executives and directors are required to hold at least 50% of the net shares of Company stock obtained through the Company's equity compensation programs until the applicable ownership targets are achieved. Compliance with the stock ownership guidelines is measured annually and reported to


Alamo Group Inc.			21			Proxy Statement


						CORPORATE GOVERNANCE

the Compensation Committee. As of the Record Date, all of our NEOs and Directors, with the exception of our newest Director (Mr. Householder), have met the share ownership requirements under our Stock Ownership Guidelines.

For purposes of calculating ownership value, we count (i) all vested Company stock owned directly and indirectly (e.g., held by a spouse or trust) including vested restricted stock and restricted stock units, (ii) all shares of time-based unvested restricted stock and restricted stock units, and (iii) the in-the-money value of vested but unexercised stock options. We do not count unvested stock options or unvested performance-based equity awards. The failure by an executive or director to achieve or to show sustained progress towards achievement of the applicable ownership target within the recommended time period(s) may result in the reduction of future long term incentive grants and/or a requirement that the executive or director retain all Company stock obtained through the vesting or exercise of any equity grants or the taking of any other action as may be appropriate.

PROHIBITION ON HEDGING AND PLEDGING

The Company has adopted a policy prohibiting directors and executive officers from pledging Company stock as collateral for any outstanding obligation or entering into any transactions intended to hedge or offset any decrease in the market value of Company stock. Our policy concerning hedging and pledging of Company stock only applies to directors and executive officers of the Company and not to our general employee population.


Alamo Group Inc.			22			Proxy Statement


CORPORATE GOVERNANCE

SUSTAINABILITY AND ENVIRONMENTAL AND SOCIAL GOVERNANCE

In 2019, we began an important initiative focused on increasing transparency regarding our ESG priorities. We take our ESG responsibilities seriously and strive to effectively address the issues that matter most to our stockholders, employees, customers, suppliers, investors and the communities we serve. We believe sustainability is a critical consideration for all aspects of our business and we are committed to promoting a corporate culture that builds sustainability into our strategic planning while incorporating it into our day-to-day business operations. Our efforts in this area have led to the development of a sustainability framework focused on the following three key areas:


Environment			People and Community			Governance and Ethics

More details concerning our ESG program can be found in our annual Sustainability Reports which may be viewed on the Company's website at https://www.alamo-group.com/report-and-policies/. Our Sustainability Reports are not incorporated by reference in, and do not form a part of this proxy statement. Because we are committed to making ongoing improvements in our sustainability practices over time, we felt it was important to measure certain key indicators on an annual basis as follows:


Focus Area			Metric



Energy Usage			Gigajoules/Labor Hours Worked
Renewable Electric Energy			Renewable electric energy/total electric energy used
Emissions			Greenhouse gas emissions MT/Labor Hours Worked
Water Usage			Water used (m3)/Labor Hours Worked
Waste Generation			Landfill waste (Kg)/Labor Hours Worked
Waste Recycling			Recycled waste (MT)/Total waste (MT)
Employee Safety			Number of recordable injuries/100 employees

We chose the above metrics based on the Sustainability Accounting Standards Board ("SASB") standard for the Industrial Machinery and Goods Industry category. We have established future goals for the above indicators against which we will measure our ongoing performance as outlined in greater detail in our annual Sustainability Reports.


Alamo Group Inc.			23			Proxy Statement


						CORPORATE GOVERNANCE

2023 ESG INITIATIVES

In 2023, we expanded our commitment to environmental and social sustainability by continuing to make significant investments in the energy efficiency of our facilities and manufacturing processes and new products with environmentally friendly technologies. We also continue to actively promote further diversity of our workforce. Under the oversight of our Board of Directors, senior managers continue to be held responsible for integrating sustainability into operating practices, strategic plans, and risk assessments.

Some of the initiatives we completed or initiated in 2023 include the following:

■Further implementation of energy-savings projects, particularly additional installations of energy-efficient lighting, welding, HVAC, and steel cutting equipment

■Focused investments to reduce wintertime natural gas usage by upgrading facility roofing and wall insulation, installing fast-closing doors, and other measures to reduce heat loss

■Completion of sustainability assessments at our manufacturing facilities to identify energy efficiency and waste reduction, reuse and recycling opportunities

■Expanded use of cloud-based software to assist in sustainability reporting across the organization

■New product development investments to improve fuel efficiencies and introduce fully electric and electric-hybrid technology for several additional product lines

OTHER CORPORATE GOVERNANCE HIGHLIGHTS

We recognize that strong corporate governance contributes to long-term stockholder value. Accordingly, we are committed to sound governance practices including those described below.

■All of the Committees of our Board are composed entirely of independent directors

■Independent directors meet regularly in executive session without management present

■The Board regularly reviews with management the Company's overall strategic plan and risk assessment

■33% of our continuing directors and director nominees are diverse

■Directors are limited to 3 public company directorships (including service on the Company's Board)

■The Board and its committees conduct annual performance evaluations

■The Board conducts peer reviews of individual independent directors

■The Board conducts annual training for its members on relevant governance topics

■All directors are elected annually by majority vote

■Directors and officers are subject to stock ownership requirements

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company or one of our subsidiaries may occasionally enter into transactions with certain “related persons.” Our Board has adopted a written Related Person Transactions Policy (the “Policy”) governing the approval or ratification of Related Person Transactions by the Audit Committee or all of the disinterested members of the Board, if necessary.


Alamo Group Inc.			24			Proxy Statement


CORPORATE GOVERNANCE

For purposes of the Policy, a Related Person Transaction generally means any transaction outside the normal course of business and not arms-length involving an amount in excess of $120,000 cumulatively within a twelve month period in which the Company is a participant and in which a Related Person, as defined below, has a direct or indirect material interest. In addition, proposed charitable contributions, or pledges of charitable contributions in excess of $100,000 cumulatively within a twelve month period, by the Company to a charitable or nonprofit organization identified on the roster of Related Persons, are also subject to prior review and approval by the Audit Committee. A Related Person means (i) an executive officer or director of the Company or a nominee for director of the Company, (ii) a beneficial owner of more than 5% of any class of voting securities of the Company, (iii) an immediate family member of any of the persons identified in clauses (i) or (ii) hereof, or (iv) any firm, corporation or other entity in which any of the foregoing persons is employed or is a general partner or principal or in a similar position or in which such person has a 5% or greater beneficial ownership interest.

Prior to entering into the Related Person Transaction, (a) the Related Person, (b) the director, executive officer, nominee or beneficial owner who is an immediate family member of the Related Person, or (c) the relevant business manager responsible for the potential Related Person Transaction shall provide notice to the Company's General Counsel of the facts and circumstances of the proposed Related Person Transaction. The General Counsel shall advise the Chair of the Audit Committee of any Related Person Transaction of which he becomes aware.

Under the Policy, the Audit Committee shall consider each Related Person Transaction, unless the Audit Committee determines that the approval or ratification of such Related Person Transaction should be considered by all of the disinterested members of the Board of Directors.

In considering whether to approve or ratify any Related Person Transaction, the Audit Committee or the disinterested members of the Board of Directors, as the case may be, shall consider all factors that are relevant to the Related Person Transaction, including, without limitation, the following:

■The size of the transaction and the amount payable to a Related Person;

■The nature of the interest of the Related Person in the transaction;

■Whether the transaction may involve a conflict of interest; and

■Whether the transaction involves the provision of goods or services to the Company that are available from unaffiliated third parties and, if so, whether the transaction is on terms and made under circumstances that are at least as favorable to the Company as would be available in comparable transactions with or involving unaffiliated third parties.

There were no Related Party Transactions during the fiscal year ended December 31, 2023.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

All members of the Compensation Committee are independent directors, and none are present or past employees or officers of the Company or any of its subsidiaries. None of our executive officers has served on the Compensation Committee (or its equivalent) or board of directors of another company that, in turn, had an executive officer serving on our Compensation Committee.


Alamo Group Inc.			25			Proxy Statement


						CORPORATE GOVERNANCE

REPORT OF THE AUDIT COMMITTEE

The information contained in this report shall not be deemed to be “soliciting material” or “filed” with the Securities and Exchange Commission (the “SEC”) or subject to the liabilities of Section 18 of the Exchange Act, except to the extent that the Company specifically incorporates it by reference into a document filed under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act.

The Audit Committee is comprised of five independent members of the Company’s Board of Directors. Each member of the Audit Committee is independent under applicable law and NYSE listing requirements. The duties and responsibilities of the Audit Committee are set forth in the Audit Committee Charter, which the Board of Directors reviews on an annual basis.

The Audit Committee oversees the Company’s financial reporting process on behalf of the Board of Directors. Management has the primary responsibility for the financial statements and the reporting process, including the system of internal control over financial reporting. In fulfilling its oversight responsibilities in fiscal 2023, the Committee reviewed and discussed with management the Quarterly Reports on Form 10-Q and the audited financial statements included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2023, including the quality, not just the acceptability, of the accounting principles, the reasonableness of significant adjustments, and the clarity of disclosures in the financial statements.

The Audit Committee has reviewed and discussed with management and with the independent auditors, who are responsible for expressing an opinion on the conformity of those audited financial statements with generally accepted accounting principles, their judgments as to the quality, not just the acceptability, of the Company’s accounting principles and the audited financial statements. The Audit Committee has discussed with the independent auditors the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”) and the SEC. In addition, the Committee has received the written disclosures and the letter from the independent accountant required by the applicable requirements of the PCAOB regarding the independent accountant's communications with the Audit Committee concerning independence, and has discussed with the independent accountant the independent accountant's independence as described in Item 407(d)(3)(i) of Regulation S-K. The Committee has also considered the compatibility of non-audit services with the auditors’ independence.

The Audit Committee discussed with the independent auditors the overall scope and plans for their audit. They also discussed with management and the internal auditor the overall scope and plans for the Company’s assessment of internal control. The Committee meets with the independent auditors and the Company's Vice-President of internal audit, with and without management present, to discuss the results of their examinations, their evaluations of the Company’s internal controls over financial reporting, and the overall quality of the Company’s financial reporting. The Committee met four times during fiscal 2023. All Committee members were present at the meetings.

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors (and the Board approved) that the audited financial statements be included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2023, for filing with the SEC. The Audit Committee also recommended, subject to stockholder ratification, the appointment of KPMG LLP as the Company’s independent auditors for fiscal year 2024. Audit, audit-related and any permitted non-audit services provided to the Company by KPMG LLP are subject to preapproval by the Audit Committee.


AUDIT COMMITTEE AS OF MARCH 8, 2024

Tracy C. Jokinen, Chair			Richard W. Parod, Member
Robert P. Bauer, Member			Lorie L. Tekorius, Member
Nina C. Grooms, Member


Alamo Group Inc.			26			Proxy Statement

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

INTRODUCTION

This section provides information regarding the compensation program in place for the Company’s principal executive officer, principal financial officer, and the three most highly compensated executive officers other than the principal executive officer and principal financial officer (“Named Executive Officers” or “NEOs”). This section also includes information regarding, among other things, the overall objectives of the Company’s executive compensation program and each element of compensation that we provide our NEOs. In 2023, our NEOs were:


Name			Title



Jeffery A. Leonard			President & CEO
Richard J. Wehrle			EVP & CFO, Principal Financial Officer
Edward T. Rizzuti			EVP, General Counsel & Secretary
Richard H. Raborn			EVP Vegetation Management
Michael A. Haberman			EVP Industrial Equipment

2023 COMPANY PERFORMANCE HIGHLIGHTS

The Company experienced strong demand for its products throughout 2023 with gradually improving supply chain conditions, which led to greater throughput and operating efficiencies. The Company set records for net sales and earnings in each quarter of the year. Despite several similar challenges encountered in 2023 as in the prior year, including supply chain disruptions, input cost inflation, and skilled labor shortages, we delivered favorable results and accomplished other achievements including the following:

■Achieved record net sales for the full year of approximately $1.7 billion

■Achieved fully diluted earnings per share ("EPS") of $11.36, a record for the Company

■Achieved net income for the year of $136.2 million

■Achieved record EBITDA of $247 million*

■Completed the acquisition of Royal Truck & Equipment, a leading manufacturer of truck mounted highway attenuator trucks and other specialty trucks and equipment for the highway infrastructure and traffic control market

■Continued development of fully electric excavator and street sweeper models, with electric prototypes released in 2023

The Company's continued strong financial performance is reflected in our continued net sales growth, accomplished both through organic growth and acquisitions. The Company's net sales, profitability, and cash flow continue trending in the right direction, as shown in the following graphs:


Alamo Group Inc.			27			Proxy Statement


						EXECUTIVE COMPENSATION

HISTORICAL COMPANY PERFORMANCE
(in millions)

*EBITDA is a non-GAAP financial measure, defined for this purpose as income from operations plus depreciation and amortization. For more information relating to this measure, including a reconciliation of the non-GAAP financial measure to the comparable GAAP financial measure, refer to "Non-GAAP Financial Measures Reconciliation" in Appendix I hereto.

STOCKHOLDER RETURNS

We have continued to pay consistent dividends and our stock achieved a favorable cumulative return over the five year period from 2018 through 2023 as compared to relevant index benchmarks as shown in the following graph:

*$100 invested on December 31, 2018 in stock or index, including reinvestment of dividends. Fiscal year ending December 31.


Alamo Group Inc.			28			Proxy Statement


EXECUTIVE COMPENSATION


	12/18	12/19	12/20	12/21	12/22	12/23



Alamo Group Inc.	100.00	163.18	180.16	192.93	186.60	278.40
S&P SmallCap 600	100.00	122.78	136.64	173.29	145.39	168.73
S&P 500 Industials	100.00	129.37	143.68	174.02	164.49	194.31

EXECUTIVE COMPENSATION PHILOSOPHY AND OBJECTIVES

The compensation program for NEOs is designed to attract, retain and reward talented executives who have the experience and ability to contribute materially to the Company’s long-term success and thereby build value for our stockholders. The program is intended to provide competitive base salaries as well as short-term and long-term incentives designed to align management and stockholder objectives, and provide the opportunity for NEOs to participate in the success of the Company and its individual business units. In setting management pay levels, the Compensation Committee considers the Company’s historical practices, the past pay levels of the CEO and other NEOs, and Company and individual performance. The program’s annual cash incentive and its longer term equity incentive compensation provide potential upside for exceeding financial targets, with downside risk for missing performance targets. This design balances retention with reward for delivering increased stockholder value and is intended to closely align the interests of stockholders and Company management.

The Compensation Committee is focused on closely aligning executive compensation with overall Company performance. Our long-term compensation program consists of both (i) restricted stock awards ("RSAs") with time-based three-year vesting and (ii) PSU awards, which are tied to the Company's financial performance over a three-year performance period, as more fully described below in the section titled "Long-Term Equity Incentive Compensation." The Compensation Committee believes that performance-based equity awards should comprise a significant portion of total long-term incentive compensation in order to incentivize performance against pre-established long-term goals. The Committee therefore determined that fifty percent (50%) of the value of total long-term incentive compensation for the Company's NEOs should be in the form of PSUs, while the remaining fifty percent (50%) of value should consist of RSAs.

The table below provides a summary of the principal elements of 2023 pay for our NEOs:


Compensation Element	Type	Purpose



Base Salary (Cash)	Fixed	Attract and retain executive talent
Annual Cash Incentive (Cash)	Performance-based	Align pay with the annual financial performance of the Company and its operating divisions
Time-Based RSAs (Equity)	Time-based	Retain executive talent while driving long-term stockholder value
Performance-Based PSUs (Equity)	Performance-based	Align compensation with the Company's long-term financial performance and stockholder interests


Alamo Group Inc.			29			Proxy Statement


						EXECUTIVE COMPENSATION

COMPENSATION AND GOVERNANCE PRACTICES

The Compensation Committee periodically reviews what it considers to be best practices in governance and executive compensation.

What We Do

What We Don't Do

Pay for performance, aligning executive pay with Company results and with annual "say-on-pay" voting by Company stockholders

No single-trigger change in control severance

Maintain appropriate mix of fixed and performance-based pay to balance retention with Company goals

No employment contracts with executive officers

Use representative peer group for the development of appropriate market-based compensation levels

No hedging and pledging of Company stock by executive officers

Retain independent compensation consultant for benchmarking purposes

No excise tax gross-ups for change of control benefits

Require significant stock ownership by Company executives

No excessive perquisites for executive officers

Allow for recovery of performance-based compensation under our Clawback Policy

No share repricing without stockholder approval

COMPENSATION COMMITTEE RESPONSIBILITIES AND CONSULTANT INDEPENDENCE

The Compensation Committee of the Board has responsibility for establishing, implementing, monitoring and approving the compensation program for NEOs and other selected key executives and managers of the Company. The Committee reviews and recommends proposed compensation program changes, salaries, annual cash incentive compensation amounts and equity compensation for the NEOs and key managers to the Board for approval. The Committee acts pursuant to its charter that has been approved by the Board.

The Compensation Committee has the authority to retain, at the Company’s expense, compensation consultants and other advisers as it deems necessary to assist in the fulfillment of its duties. In 2023, the Compensation Committee engaged Pay Governance, LLC (the "Compensation Consultant") to provide consulting services. The Compensation Consultant provided market data information to assist with setting director compensation and setting total executive compensation levels.

The Compensation Consultant provided no services to the Company other than the services provided to the Compensation Committee as outlined above. The Committee assessed the independence of the Compensation Consultant under both SEC and NYSE rules and determined that the Compensation Consultant is independent and the work of the Compensation Consultant did not raise any conflict of interest.


Alamo Group Inc.			30			Proxy Statement


EXECUTIVE COMPENSATION

MARKET ALIGNMENT OF EXECUTIVE COMPENSATION

The Committee aims to set NEO compensation at sufficiently competitive levels within the vegetation management and industrial equipment manufacturing industry, as well as within a broader group of companies viewed as comparable in size and complexity to the Company, in order to attract, retain and motivate its executive officers. For 2023, the Compensation Committee considered market pay practices when setting executive compensation, and used market data to assess the overall competitiveness and reasonableness of the Company's executive compensation program. For compensation benchmarking purposes, the Committee developed a peer group of companies based on the following criteria: (i) industry commonality; (ii) annual revenues in line with the Company's annual revenues; (iii) comparable total assets; (iv) comparable market capitalization; (v) similar enterprise value; and (vi) operational footprint similarities. The Committee periodically reviews and updates the Company's peer group in light of the above-stated evaluation criteria.

For 2023, our peer group consisted of the companies set forth below. This is the same group of companies used to evaluate 2022 compensation decisions:

2023 Peer Group Companies

Enpro Inc., formerly EnPro Industries, Inc.

The Manitowoc Company, Inc.

Columbus McKinnon Corporation

Astec Industries, Inc.

Titan Machinery Inc.

Tennant Company

Altra Industrial Motion Corp., acquired by Regal Rexnord Corp. in 2023

Douglas Dynamics, Inc.

John Bean Technologies Corporation

Lindsay Corporation

Mueller Water Products, Inc.

Hillenbrand, Inc.

Titan International Inc.

Federal Signal Corp.

The Shyft Group Inc., formerly
Spartan Motors, Inc.

Wabash National Corporation

ROLE OF THE CEO AND THE COMPENSATION COMMITTEE IN COMPENSATION DECISIONS

The Compensation Committee reviews and recommends all compensation for the CEO and other NEOs to the Board of Directors for its approval. The Committee reviews recommendations by the CEO for the compensation of the other NEOs as well as other senior managers and designated key employees. The CEO annually reviews the performance of each NEO (other than the CEO, whose performance is reviewed by the Compensation Committee). The recommendations based on these reviews, including salary adjustments, annual cash incentive awards and equity awards, are presented to the Compensation Committee. The Committee reviews these recommendations and can exercise its discretion in modifying and recommending adjustments as deemed appropriate. The compensation decision for each NEO is then recommended by the Compensation Committee to the Board for its approval. Decisions regarding compensation for other key managers participating in the Company's Executive Incentive Plan (as described below) are made by the CEO and other NEOs and are reviewed by the Compensation Committee.

In its compensation decision-making process, the Compensation Committee considers whether the Company's executive compensation and benefits program serves the best interests of the Company's stockholders. In that respect, as part of its ongoing review of the Company's executive compensation program, the Compensation Committee considered our last advisory vote on NEO compensation which occurred at our 2023 Annual Meeting, pursuant to which our stockholders approved the non-binding "say-on-pay" resolution by a vote of approximately 96% of the votes cast at the Annual Meeting, and determined that the Company's executive compensation philosophy, compensation objectives and compensation elements continue to be appropriate and aligned with the interests of our stockholders.


Alamo Group Inc.			31			Proxy Statement


						EXECUTIVE COMPENSATION

COMPONENTS OF EXECUTIVE COMPENSATION

The principal components of the Company's executive compensation program include:

■Annual base salary;

■Annual cash incentive compensation; and

■Long-term equity incentive compensation.

We also provide our executive officers with limited perquisites as well as other benefits, including contributions to the Company's Supplemental Executive Retirement Plan and employee benefits that are generally available to non-executive employees of the Company.

ANNUAL BASE SALARY

The Company provides NEOs and other key managers with competitive annual base salaries to compensate them appropriately for services rendered during the fiscal year. The Committee primarily considers the following for each of the NEOs as well as other executive officers and designated key employees:

■Professional experience and experience in the position;

■The Company’s and Division's performance and individual contributions to that performance;

■Market competitiveness;

■Other factors deemed relevant by the Committee; and

■Recommendations of executive officers for key employees.

The annual base salary level for our President and Chief Executive Officer is recommended by the Compensation Committee and approved by the Board of Directors in February of each year. The base salary levels for all of our NEOs, other executive officers, and designated key employees are also recommended by the Committee based on those factors described in the preceding paragraph and are approved by the Board and generally reset on the same date as for the CEO. Annual base salaries for all of our NEOs were adjusted in February 2023 as part of our annual base salary review and adjustment process as outlined in the table below. In general, the base salary adjustments for 2023 reflected adjustments to align with the competitive market.


NEO Name	FY 2022 Annual Base Salary ($)	FY 2023 Annual Base Salary ($)



Jeffery A. Leonard	800,000	840,000
Richard J. Wehrle	410,000	440,000
Edward T. Rizzuti	410,000	435,000
Richard H. Raborn	467,100	486,500
Michael A. Haberman	408,000	425,000


Alamo Group Inc.			32			Proxy Statement


EXECUTIVE COMPENSATION

ANNUAL CASH INCENTIVE COMPENSATION

The Board of Directors adopted the Company's Executive Incentive Plan (the “EIP”), which is an annual cash incentive plan that allows the Company to reward its NEOs and key managers based on established performance goals as described below. In February of each year, the Compensation Committee reviews proposed changes, if any, to the EIP, and then adopts incentive targets for the current year. The Compensation Committee, in its sole discretion, is entitled to interpret the EIP. Amounts under the EIP program are not deemed fully earned until paid.

Performance measures for any given year are subject to possible revisions or adjustments by the Compensation Committee if the Committee deems it appropriate to adjust for the effects of items such as extraordinary additions to or reversals of reserves, gains on bargain purchase, goodwill impairment, acquisitions and divestitures, restructuring costs, gains or losses from the sale of assets, and operating income and expenses of discontinued operations.

The 2023 EIP incentives for our CEO and our other NEOs were based on objective components. For Messrs. Leonard's, Wehrle's, and Rizzuti's 2023 EIP compensation targets, the Committee used Company adjusted pre-tax income and inventory turnover as the criteria. For Messrs. Raborn's and Haberman's 2023 EIP compensation targets, the Committee used Company adjusted pre-tax income, Division earnings before interest and taxes ("EBIT"), Division organic revenue growth, Division inventory turnover, and Division reduction of total energy consumption compared to the prior year as the criteria. The Compensation Committee approved this combination of performance goals in order to strike an appropriate balance with respect to incentivizing top-line growth and profitability both at the Company-wide and Divisional levels. Actual payments under the 2023 EIP could range from 0% to 200% of established target payments on the basis of performance against the pre-established targets.

Target earnings for the Company and its Divisions, subsidiaries and business units are approved at the beginning of each plan year by the Board of Directors based on management’s proposed financial plan for the year considering previous earning trends, anticipated market conditions and appropriate goals for earnings growth. These targets were set in February 2023.

For 2023, the Compensation Committee recommended, and the Board of Directors approved, the weighting and criteria for the components of the EIP relating to Mr. Leonard and the other corporate-level participants. The Committee set the Company pre-tax income target at $152,848,000 for Mr. Leonard and the other corporate participants. The Committee set the Company inventory turnover target at 3.2 for Messrs. Leonard, Wehrle, and Rizzuti. Payouts relating to the Company pre-tax income and Company inventory turnover components under the EIP were based on the following for 2023:


2023 EIP Company Pre-Tax Income and Company Inventory Turnover Components
	Pre-Tax Income	Company Inventory Turnover	Payout % of Target



Maximum	$175.8 million	3.6	200%
Target	$152.8 million	3.2	100%
Mid-Threshold	$137.6 million	2.9	75%
Threshold	$122.3 million	2.7	50%
Below Threshold	< $122.3 million	< 2.7	0%


Alamo Group Inc.			33

SEC Form DEF 14A filed by Alamo Group Inc.