DEF 14A

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. )

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Filed by a Party other than the Registrant ☐

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☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material under §240.14a-12

The Manitowoc Company, 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 all boxes that apply):

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☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

THE MANITOWOC COMPANY, INC.

One Park Plaza

11270 West Park Place, Suite 1000

Milwaukee, Wisconsin 53224

(414) 760-4600

March 22, 2024

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Important Notice Regarding the Availability of Proxy Materials for the 2024 Annual Meeting of Shareholders of The Manitowoc Company, Inc. to be held as a virtual meeting at {www.virtualshareholdermeeting.com/MTW2024} on Tuesday, May 7, 2024, at 9:00 a.m., Central Daylight Time.

We encourage you to access and review all of the information contained in the Proxy Statement and accompanying materials before voting. The Proxy Statement and the Company’s Annual Report are available at www.proxyvote.com.

If you want to receive a paper or email copy of these documents, you must request one. There is no charge to you for requesting a copy. Please make your request for a copy as instructed below on or before April 23, 2024 to facilitate timely delivery.

The 2024 Annual Meeting of The Manitowoc Company, Inc. will be held as follows:


Meeting date:	Tuesday, May 7, 2024
Meeting time:	9:00 a.m. Central Daylight Time
Virtual meeting site:	www.virtualshareholdermeeting.com/MTW2024
Meeting admission:	To attend the 2024 Annual Meeting by virtual presence online, you will need your control number included on your proxy card.
Materials available:	Proxy Statement, Proxy Card and Annual Report
View Materials:	www.proxyvote.com
Request materials:	Internet: www.proxyvote.com Phone: 1-800-579-1639 Email: sendmaterial@proxyvote.com

The 2024 Annual Meeting of The Manitowoc Company, Inc. will be held for the following purposes:

To elect nine directors for one-year terms expiring at the 2025 Annual Meeting of Shareholders, all as set forth and described in the Proxy Statement;

To ratify the appointment of Deloitte & Touche LLP, as the Company’s independent registered public accounting firm for the year ending December 31, 2024;

To conduct an advisory vote to approve the compensation of the Company’s named executive officers; and

To transact such other business as may properly come before the 2024 Annual Meeting.

Shareholders of record as of the close of business on March 1, 2024, are cordially invited to attend by virtual presence online and are entitled to vote at the 2024 Annual Meeting. However, whether or not you expect to attend the 2024 Annual Meeting by virtual presence online, you are requested to properly complete the proxy card online at www.proxyvote.com or to obtain, complete, date, sign, and promptly return a hard copy of the proxy card, which can be obtained by request through the website, toll free number or email address noted above.

    By Order of the Board of Directors

   

    Jennifer L. Peterson

   

    Executive Vice President, General Counsel and Secretary

   

Milwaukee, Wisconsin

PROXY SUMMARY

Board and Corporate Governance Highlights - As of May 7, 2024

Our Board represents a balance of longer-tenured members with in-depth knowledge of our business and newer members who bring valuable additional attributes, skills and experience. Eight of our nine continuing directors are independent and provide strong oversight of our long-term strategy. We believe that directors with different backgrounds and experiences make our boardroom and the Company stronger.

The Company has always believed that strong corporate governance practices help create long-term value for our shareholders. The commitment to transparent corporate governance ensures that the Company is managed and monitored in a responsible and value-driven manner. Our Corporate Governance Guidelines, along with the charters of each of our Board Committees and the key practices of our Board of Directors, provide the framework for corporate governance at the Company.

The Corporate Governance and Sustainability Committee believes that our Board is most effective when it embodies a diverse set of viewpoints and practical experiences. The Corporate Governance Guidelines ensure that the Corporate Governance and Sustainability Committee considers the diversity of viewpoints, backgrounds, experiences, expertise, and skill sets, including diversity of age, gender identity, nationality, race, and ethnicity when identifying and recommending to the Board qualified candidates for Board membership.

Proxy Summary

To maintain an effective Board, the Corporate Governance and Sustainability Committee considers how each nominee’s particular background, experience, qualifications, attributes, and skills will contribute to the Company’s success. As shown below, the members of our Board have a range of viewpoints, backgrounds, and expertise.


Board's Attributes and Skills
NAME	ANNE E. BÉLEC	ROBERT G. BOHN	ANNE M. COONEY	AMY R. DAVIS	RYAN M. GWILLIM	KENNETH W. KRUEGER	ROBERT W. MALONE	C. DAVID MYERS	AARON H. RAVENSCROFT
AGE(1)	61	70	64	55	44	67	60	60	45
DIRECTOR SINCE	2019	2014	2016	2021	2024	2004	2021	2016	2020

SKILLS/QUALIFICATIONS/EXPERIENCE
BOARD OF DIRECTORS EXPERIENCE Experience as a public company board member.	●	●	●	●		●	●	●	●
CEO Experience as a public company CEO.		●				●		●	●
FINANCE AND ACCOUNTING Experience at an executive level or expertise with financial reporting, internal controls, finance companies or public accounting.	●	●		●	●	●		●	●
MANUFACTURING Experience at an executive level or expertise in managing a business or company that has significant focus on manufacturing.	●	●	●	●	●	●	●	●	●
GLOBAL EXPERIENCE Experience at an executive level overseeing international operations or working outside the U.S.	●	●	●	●	●	●	●	●	●
BUSINESS DEVELOPMENT AND STRATEGY Experience at an executive level driving strategic direction and growth of an enterprise.	●	●	●	●	●	●	●	●	●
SALES AND MARKETING Experience at an executive level with leading a sales organization or executing marketing strategies.	●	●	●	●			●	●	●
TECHNOLOGY Experience at an executive level or expertise in the use of information technology or other technology to facilitate business objectives.	●	●	●	●		●	●	●
GENDER DIVERSITY	●		●	●

(1) As of March 1, 2024

Proxy Summary

Executive Compensation Highlights

The Compensation Committee believes the executive compensation program at Manitowoc is structured to align the interests of executives with those of our shareholders. These interests are met in rewarding value creation at all stages of the business cycle and providing an increasing percentage of performance-based compensation at higher levels of executive responsibility. This performance-based compensation is both market competitive and internally equitable. Based on this philosophy, 84% of the CEO's target pay and 68% of the other NEO's target pay was tied to at risk short-term and long-term incentive plans. Given the continued importance of the Company’s environmental, social, and governance (“ESG”) initiatives, the Compensation Committee elected to again include an ESG measure in the 2023 short-term incentive plan focused on driving performance in environmental sustainability, workplace safety, employee engagement, and equity.

In 2023, the Company grew its net sales by 9.6% to $2.2 billion, had orders of $2.1 billion, and increased its Adjusted EBITDA by 22.6% versus the prior year. In addition, the Company remained vigilant in managing the balance sheet amid persistent supply chain and logistics challenges. The Company continued to execute its long-term growth strategy from being a product-focused company to being a service-focused provider in an effort to be closer to our customers as well as deliver a higher margin and more consistent recurring revenue stream. Coined CRANES+50, the strategy continued to pay dividends – in 2023 non-new machine sales grew 12.3% to $613 million compared to 2022. The Company continued its path to be more environmentally sustainable, achieving significant gains in resource efficiency, reducing its net greenhouse gas emissions and waste to landfill. The Company also ended the year with its lowest recordable injury rate on record of 1.01 injuries per 200,000 hours worked. The Company's sustainability performance is achieved by the daily implementation of the Manitowoc Way.

TABLE OF CONTENTS


Solicitation and Voting	1	Ownership of Securities	24
Who can vote?	1	Stock Ownership of Beneficial Owners of More than Five	25
How to vote	1	Percent
How to obtain meeting materials	1	Stock Ownership of Directors and Management	26
Who may attend the annual meeting by virtual presence online?	1	Non-Employee Director Compensation	27
What do I need to do to attend the 2024 Annual Meeting by virtual presence online?	2	Non-Employee Directors’ Compensation Stock Ownership Guidelines for Non-Employee Directors	27
How can I participate in the 2024 Annual Meeting?	2	Deferred Compensation Plan	27
What if I encounter technical difficulties during the 2024 Annual Meeting?	2	Compensation Discussion and Analysis	28
Proxies	2	2023 Executive Summary Introduction	28
Required Quorum	3	Risk Assessment of Compensation Practices	44
Your Broker needs your approval to vote certain matters	3	Compensation Committee Report	45
Required Vote	3	Summary Compensation Tables	46

Proposal 1 – Election of Directors	5	Post-Employment Compensation	53
Information about the Company’s Director Nominees	5
		CEO Pay Ratio	56
Proposal 2 – Ratification of the Appointment of Deloitte & Touche LLP	10	Pay Versus Performance	57

Proposal 3 – Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers	11	Miscellaneous	61

Corporate Governance	12	INDEX OF FREQUENTLY REQUESTED INFORMATION
Corporate Governance Highlights	12	INDEX OF FREQUENTLY REQUESTED INFORMATION
Independence	12
Best Practices	12	I. Pay for Performance	29

SEC Form DEF 14A filed by Manitowoc Company Inc.