Albany International Corp DEF 14A, filed Mar 30, 2023

Albany International Corp (AIN)

DEF 14A 2023-03-30

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Added on June 12, 2026

About this DEF 14A

Albany International Corp filed this DEF 14A on March 30, 2023.

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			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



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o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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ERLAND E. KAILBOURNE			A. WILLIAM HIGGINS
Chairman of the Board			President and Chief Executive Officer


Instruction/Q&A Section

Q:			How can I attend the Annual Meeting?

A:			The Annual Meeting will be a virtual meeting of stockholders, which will be conducted exclusively online. You are entitled to participate in the Annual Meeting only if you were a stockholder of the Company as of the close of business on the Record Date, or if you hold a valid proxy for the Annual Meeting. No physical meeting will be held.

			You will be able to attend the Annual Meeting virtually and submit your questions during the meeting by visiting https://www.meetnow.global/MW4GHLL. No password is needed. You also will be able to vote your shares online by attending the Annual Meeting virtually.

			To participate in the Annual Meeting, you will need your 15-digit control number. Please carefully review the information included on your proxy card and on your Notice Regarding the Availability of Proxy Materials.

			If you hold your shares through an intermediary, such as a bank or broker, you must register in advance using the instructions below.

			The Annual Meeting will begin promptly at 9:00 a.m. Eastern Time. We encourage you to access the Annual Meeting prior to the start time leaving ample time for the check in. Please follow the registration instructions outlined in this proxy statement.

Q:			How do I register to virtually attend the Annual Meeting?

A:			If you are a registered shareholder (i.e., you hold your shares through our transfer agent, Computershare), you do not need to register to attend the Annual Meeting virtually. Please follow the instructions on the proxy card or Notice Regarding the Availability of Proxy Materials that you received.

			If you hold your shares through an intermediary, such as a bank or broker, you must register in advance to attend, vote, and submit questions at the Annual Meeting online.

			To register to attend the Annual Meeting virtually, you must submit proof of your proxy power (legal proxy) reflecting your Company holdings along with your name and email address to Computershare. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m. Eastern Time, on May 5, 2023.

			You will receive a confirmation of your registration by email after we receive your registration materials.

			Requests for registration should be directed to Computershare at the following:

			By email
			Forward the email from your broker, or attach an image of your legal proxy, to legalproxy@computershare.com

			By mail
			Computershare
			ALBANY INTERNATIONAL Legal Proxy
			P.O. Box 43006
			Providence, RI 02940-3001



Q:			How can I submit questions if I attend the Annual Meeting virtually?

A:			If you wish to submit a question, you may do so in a few ways. If you want to ask a question before the Annual Meeting, you may do so at https://www.meetnow.global/MW4GHLL. No password is needed, but you will need your 15-digit control number found on your proxy card or Notice Regarding the Availability of Proxy Materials. If you hold our shares through a broker, you must register in advance using the instructions above.

			If you want to submit a question before or during the Annual Meeting, you may do so by logging into the virtual meeting platform at https://www.meetnow.global/MW4GHLL, entering your 15-digital control number, and clicking on the Q/A icon on the right side of the page. Enter your question in the box and click send.

			Questions pertinent to meeting matters will be addressed during the Annual Meeting, subject to time constraints. Questions that relate to proposals that are not properly before the Annual Meeting, relate to matters that are not proper subject for action by stockholders, are irrelevant to the Company’s business, relate to material non-public information of the Company, relate to personal concerns or grievances, are derogatory to individuals or that are otherwise in bad taste, are in substance repetitious of a question or comment made by another stockholder, or are not otherwise suitable for the conduct of the Annual Meeting as determined in the sole discretion of the Company, will not be answered. Additional rules of conduct and procedures may apply during the Annual Meeting and will be available for you to review in advance of the meeting at https://www.meetnow.global/MW4GHLL.

			Any questions pertinent to meeting matters that cannot be answered during the Annual Meeting due to time constraints will be posted online and answered at https://www.meetnow.global/MW4GHLL. The questions and answers will be available as soon as practical after the meeting and will remain available until one week after posting.

Q:			What if I have trouble accessing the Annual Meeting virtually?

A:			The virtual meeting platform is fully supported across browsers (Microsoft Edge, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most updated version of applicable software and plugins. Note: Internet Explorer is not a supported browser. Participants should ensure that they have a strong WiFi connection wherever they intend to participate in the Annual Meeting. We encourage you to access the virtual meeting platform prior to the start time. For further assistance should you need it, you may call local 1-888-724-2416 or international +1 781-575-2748.



Filed by the Registrant			x

Filed by a Party other than the Registrant			o


PROXY STATEMENT AND GENERAL INFORMATION															1
EXECUTIVE SUMMARY															6
CORPORATE GOVERNANCE AT ALBANY INTERNATIONAL															9

Board Leadership Structure															9
Risk Oversight															9
Director Independence															10
Meeting Attendance															10
Non-management directors															10
Board Committees															10
Governance Committee															11
Audit Committee															12
Compensation Committee															13
Compensation Committee Interlocks and Insider Participation															13

ITEM 1: ELECTION OF DIRECTORS															14
DIRECTOR COMPENSATION															18

AUDIT COMMITTEE REPORT															20

ITEM 2 : RATIFICATION OF INDEPENDENT AUDITORS															21
COMPENSATION COMMITTEE REPORT															24
COMPENSATION DISCUSSION AND ANALYSIS															24
Executive Summary															24
PART I - Overview															24
PART II - 2022 EXECUTIVE COMPENSATION EARNED															32
PART III - REQUIRED COMPENSATION TABLES															36
Summary Compensation Table															36
Grants of Plan-Based Awards															40
Outstanding Equity Awards at Fiscal Year-End															41
Option Exercises and Stock Vested															43
Pension Benefits															44
Payments on Termination															47

ITEM 3 : ADVISORY VOTE ON EXECUTIVE COMPENSATION															49
ITEM 4: ADVISORY VOTE ON EXECUTIVE COMPENSATION FREQUENCY VOTE															50
ITEM 5: APPROVAL OF 2023 L ONG TER M INCENTIVE PLAN															51
ITEM 6: ADOPTION OF AMENDED & RESTATED CERTIFICATE OF INCORPORATION															58
SHARE OWNERSHIP															60
Shareholder communications															62
Available Information															62
Certain Business Relationships and Related Person Transactions															62
STOCKHOLDER PROPOSALS															63
OTHER MATTERS															63
Exhibit A - Supplement to Compensation and Analysis															64
Exhibit B - Directors' Annual Retainer Plan															69
Exhibit C-1 - Second Amended and Restated Certificate of Incorporation															86
Exhibit C-2 - Second Amended and Restated Certificate of Incorporation															90


Voting Matters		Board Vote Recommendation	See Page
Item 1	Election of Directors	FOR EACH NOMINEE	14
Item 2	Ratification of Independent Auditors	FOR	21
Item 3	Advisory Vote on Executive Compensation	FOR	49
Item 4	Advisory Vote on Frequency of Say on Pay Vote	ANNUALLY	50
Item 5	Approval of 2023 Long Term Incentive Plan	FOR	51
Item 6	Approval of Amended and Restated Certificate of Incorporation	FOR	58


Years Ended December 31st	2022		2021		2020
US $Million, except per share data

Net Sales	$	1,034.9	$	929.2	$	900.6

Operating Income	$	181.0	$	178.0	$	166.1

Net Income Attributable to the Company	$	98.5	$	118.5	$	98.6

Earnings Per Share – Basic	$	3.06	$	3.66	$	3.05

Earnings Per Share - Diluted	$	3.04	$	3.65	$	3.05


Independent Oversight						Accountability
•8 of 9 Directors are independent •Non-executive Chairman •All independent committees •All members of the Audit Committee are financial experts •Private executive session for all independent Directors during each regularly scheduled Board meeting						•Annual Election of all Directors •Annual Board and Committee self-evaluations •Annual advisory vote on executive compensation •Stock ownership and retention guidelines •Prohibition on hedging, pledging and other transactions •Corporate Governance Guidelines with overboarding policy
						100% attendance at all Board and Committee meetings in 2022


Governance Committee			Purpose: to provide leadership to the Board in the development and maintenance of an effective corporate governance structure and process
Members: Katharine L. Plourde, Chair Kenneth W. Krueger Mark J. Murphy			Principal Responsibilities: •reviews and recommends changes to the Company’s Corporate Governance Guidelines and governance and management structure; •evaluates the effectiveness of the Board of Directors, its committees, and the directors; •recommends to the Board of Directors the persons to be nominated for election as directors; and •reviews management succession planning; and •reviews with management the Company's ESG strategy, initiatives and policies.
Meetings in 2022: 4
Attendance: 100%


Audit Committee			Purpose: to assist the Board of Directors in fulfilling its oversight responsibilities in a number of key areas, including: • the integrity of our financial statements, financial reporting process, and internal controls; • the performance of our internal audit function; • our compliance with legal and regulatory requirements, including our disclosure controls and procedures; and • the annual independent audit of our financial statements, including the engagement of the independent auditor, and the evaluation of the independent auditor’s qualifications, independence and performance.
Members: Kenneth W. Krueger, Chair Katharine L. Plourde Mark J. Murphy			Principal Responsibilities: •reviewing and discussing with management each quarterly earnings release, as well as other financial communications, and all quarterly reports on Form 10-Q or annual reports on Form 10-K; •after the completion of each annual audit, and before the filing of the Form 10-K, reviewing and discussing with the independent auditors, the head of internal audit, and senior management, among other things: (1) any significant audit findings, and management’s responses to such findings, (2) any significant changes in audit scope, and (3) any difficulties encountered during the course of the audit; •periodically reviewing and discussing with the independent auditor, management, and the head of the internal audit function, the acceptability and quality of our accounting policies, the clarity of our financial disclosures, and any weaknesses in our system of internal controls; •periodically reviewing, evaluating and discussing with management the qualifications, performance and depth of the Company’s financial personnel; and • review with management the Company's strategy, initiatives and policies relating to cyber security.
Meetings in 2022: 8
Attendance: 100%


Compensation Committee			Purpose: generally responsible for determining the compensation of the Company’s Directors, Chief Executive Officer and other senior executive officers of the Company
Members: J. Michael McQuade, Chair John R. Scannell Erland E. Kailbourne Christina M. Alvord Russell E.Toney			Principal Responsibilities: •assists the Board of Directors in the creation and implementation of employee compensation, incentive, and benefit policies and plans; •administer (or oversees the administration by management of) pension and other employee benefit plans; •approve grants and awards under our incentive plans; •oversee the compliance of such programs and policies with applicable legal requirements
Meetings in 2022: 4
Attendance: 100%


Age: 81 Director Since: 1999 Chairman Since: 2020			ERLAND E. KAILBOURNE Erland E. Kailbourne previously served as Chairman from May 2008 until February 2019. He resumed the position in January 2020. Mr. Kailbourne retired as Chairman and Chief Executive Officer (New York Region) of Fleet National Bank, a banking subsidiary of Fleet Financial Group, Inc., in 1998. He was Chairman and Chief Executive Officer of Fleet Bank, also a banking subsidiary of Fleet Financial Group, Inc., from 1993 until its merger into Fleet National Bank in 1997, and also served as Vice Chairman of the State University of New York from 1995 until 1999. He is a director of Rand Capital Corporation, where he is chair of the Audit Committee and member of the Governance Committee. He is also a director of the two insurance companies that comprise the Allegany Insurance Group, and a director of REV LNG Holdings, LLC and REV LNG, LLC.. Mr. Kailbourne’s broad experience as a director on numerous boards of public and private companies and foundations, his 38 years of experience in banking and finance, and his operational experience as chief executive officer of large organizations make him a valuable addition to the board of any public or private company, especially in oversight of risk management, liquidity, and finance matters.
Age: 59 Director Since: 2012			JOHN R. SCANNELL John R. Scannell serves as Chairman of Moog Inc., a worldwide designer, manufacturer, and integrator of high-performance precision motion and fluid control systems for a broad range of applications. He has held this position since January 2014. He served as CEO of Moog, Inc. from January 2011 to his retirement as of February 1, 2023. Mr. Scannell joined Moog in 1990 as an Engineering Manager of Moog Ireland and later became Operations Manager of Moog GmbH in Germany. In 1999, he became the General Manager of Moog Ireland, and in 2003 moved to the Aircraft Group in East Aurora, New York, as the Boeing 787 Program Manager. He was named Moog's Director of Contracts and Pricing in 2005. Mr. Scannell was elected Vice President of Moog in 2005 and Chief Financial Officer in 2007, a position he held until December 2010, at which time he was appointed President and Chief Operating Officer. In December 2011, he was named Moog's Chief Executive Officer. Mr. Scannell also serves on the Board of M&T Bank. Mr. Scannell's range of management experience in engineering, operations management, contracts, and finance, along with his in-depth knowledge of aerospace markets, products, and technologies, make him highly qualified to serve as a Director. In addition to an M.B.A. from Harvard Business School, Mr. Scannell holds B.S. and M.S. degrees in Electrical Engineering from University College Cork, Ireland.


Age: 71 Director Since: 2013			KATHARINE L. PLOURDE Katharine L. Plourde was a principal and analyst at the investment banking firm of Donaldson, Lufkin & Jenrette, Inc. (“DLJ”) until November 1997. Since that time, she has engaged in private investing. She previously served as a director of Pall Corporation, a global provider of filtration, separation and purification products and systems, from 1995 until its acquisition by Danaher Corporation in 2015, and of OM Group Inc. (OMG), a provider of specialty chemicals, advanced materials and technologies, from 2002 until OMG was acquired by Apollo Global Management in 2015. She also previously served as lead independent director of OMG and on the audit committees of OMG and Pall. She has also served on the board of directors of Evercore Equity Fund, a mutual fund, since November 2014. Ms. Plourde brings significant analytical and financial expertise to the Board in a number of critical areas, including investor relations, financial reporting, accounting, corporate finance, and capital markets. Ms. Plourde's years of service on the nominating/governance committees at Pall and OM Group have also given her significant Board governance experience, and contributed to her expertise on governance issues generally.
Age: 64 Director Since: 2016			A. WILLIAM HIGGINS A. William Higgins has been President and CEO of the Company since January 20, 2020. He previously served as Chairman of the Board from February 2019 until January 20, 2020. Mr. Higgins currently serves as a director of Kaman Corporation, a diversified aerospace, defense, industrial and medical company, where he is a member of the finance, compensation and corporate governance committees. He previously served on the board of Bristow Group Inc., a global industrial aviation services provider, from 2016 until October 2019. (Bristow filed a pre-negotiated Chapter 11 plan of reorganization in May, 2019, from which it successfully emerged in October, 2019.) He served as Chairman, Chief Executive Officer and President of CIRCOR International, Inc. from 2008 to 2012. Prior to March 2008, Higgins held the offices of President and Chief Operating Officer and Executive Vice President and Chief Operating Officer of CIRCOR. Prior to joining CIRCOR in 2005, he spent thirteen years in a variety of senior management positions with Honeywell International and AlliedSignal. Mr. Higgins's professional background as a chief operating officer, president, chief executive officer and chairman of a public company, as well as his prior experience at Honeywell and Allied Signal, provides the Board with additional valuable perspective on talent development, international operations and global strategic development, lean manufacturing and continuous improvement processes, and the aerospace and defense industries.
Age: 66 Director Since: 2016			KENNETH W. KRUEGER Kenneth W. Krueger currently serves as the Chairman of the Board of Manitowoc Company, Inc. He has been a member of the Manitowoc Board of Directors since 2004. From October 2015 until March 2016, he also served as Manitowoc's interim President and CEO. Mr. Krueger served as Chief Operating Officer of Bucyrus International, Inc., a global manufacturer of mining equipment, from 2006 to 2009, having previously served as Executive Vice President from 2005 to 2006. Mr. Krueger also served as Senior Vice President and Chief Financial Officer of A.O. Smith Corp., a global manufacturer of water heating and treatment systems, from 2000 to 2005, and as Vice President, Finance and Planning for the Hydraulics, Semiconductor and Specialty Controls business segment of Eaton Corporation in 1999 and 2000. Mr. Krueger has served as a director of Douglas Dynamics, Inc. since 2012, where he is currently chair of the audit committee and also serves on the compensation and nominating and governance committees. Mr. Krueger's contributions to the Company's Board include his experience as a chief operating officer, chief executive officer and chairman of a public company, his board experience at other public companies, and his prior treasury and financial reporting experience.


			JOSEPH M. GAUG
			Secretary


Name	Earned or Paid in Cash ($)	Stock Awards (1) ($)	Option Awards ($)	Nonequity Incentive Plan Compensation ($)	Deferred Compensation Earnings ($)		All Other Compensation	Total ($)

Erland E. Kailbourne	138,284	149,966	—	—	1,097	(2)	—	288,250

John R. Scannell	82,543	119,957	—	—	—		—	202,500

Katherine L. Plourde	99,043	119,957	—	—	—		—	219,000

Kenneth W. Krueger	104,043	119,957	—	—	—		—	224,000

Mark J. Murphy	44,000	170,000	—	—	—		—	214,000

J. Michael McQuade	11,310	194,940	—	—	—		—	206,250

Christina M. Alvord	82,543	119,957	—	—	—		—	202,500

Russell E. Toney	61,928	89,947	—	—	—		—	151,875


Key Elements of Compensation
Base Salary			Core cash portion of compensation
Annual Incentive Plan			Annual cash incentive bonuses
Performance Awards			Cash and share-based awards to reward performance for senior executives
Performance Phantom Awards			Retention and performance award for top managers other than the senior executives
Restricted Stock Units (RSUs)			Special grants made from time-to-time to senior executives


Teledyne Technologies	ESCO Technologies Inc.	Curtiss-Wright Corporation
Incorporated	Mercury Systems, Inc.	Hexcel Corporation
Woodward, Inc.	TriMas Corporation	Nordson Corporation
Franklin Electric Co., Inc.	Kaman Corporation	BWX Technologies, Inc.
EnPro Industries, Inc.	HEICO Corporation	Triumph Group, Inc.
Barnes Group, Inc.	Kadant, Inc.	Graco, Inc.
SPX Corporation	SPX Flow, Inc.


Age: 55 Director Since: 2020			MARK J. MURPHY Mark J. Murphy is the Chief Financial Officer of Micron Technology, Inc. (NASDAQ:MU), a world leader in innovative memory and storage solutions. Mr. Murphy joined Micron as CFO in April 2022 and is responsible for all financial functions including tax, treasury, internal audit and investor relations. From June 2016 until joining Micron, Mr. Murphy was the Chief Financial Officer of Qorvo, Inc., a leading provider of wireless and wired connectivity solutions, where he was responsible for all financial functions, information technology and corporate strategy. He was previously executive vice president and CFO of Delphi Automotive, PLC, a supplier of advanced technologies to the automotive industry. Mr. Murphy joined Delphi from Praxair, Inc., a global industrial gas supplier, where he was president of the U.S. Industrial Gases business, and before that, president of Praxair's Surface Technologies and Electronic Materials division. He previously served as senior vice president and CFO of MEMC Electronic Materials, Inc., corporate controller of Praxair, president of Praxair's Electronics division and vice president of finance for Praxair Asia based in Shanghai. Earlier in his career, he served as an infantry officer in the United States Marine Corps. Mr. Murphy's experience as a CFO and general manager in high technology industrial businesses, including those serving aerospace and advanced materials markets, and his extensive experience working in Asia and Europe make him qualified to serve as a director.
Age: 67 Director Since: 2020			J. MICHAEL McQUADE J. Michael McQuade is a Strategic Advisor to the President at Carnegie Mellon University a private, global research university in Pittsburgh, Pennsylvania. Until July 2021 he was the Vice President for Research at the University. He served on the Defense Innovation Board of the Unites States Department of Defense from 2016 to 2021, the President's Council of Advisors on Science and Technology from 2013 to 2018, and the Secretary of Energy Advisory Board from 2008 to 2016. From 2006 to 2018, he served as Senior Vice President, Science & Technology at United Technologies Company which, prior to its merger with Raytheon Technologies Company, was a diversified company with extensive aerospace operations. From 2002 to 2006, Dr. McQuade was Vice President of 3M Medical Business Unit and from 2000 to 2001 President, Kodak Health Imaging Business Unit and Senior Vice President, Eastman Kodak. Dr. McQuade holds B.S., M.S., and Ph.D. degrees from Carnegie Mellon University. His extensive background in research and development, program management, and innovation are valuable attributes for oversight of the Company’s research and development operations as well as its Albany Engineered Composites segment, which seeks to grow as a key supplier to customers in the aerospace industry.
Age: 56 Director Since: 2022			CHRISTINA M. ALVORD Christina M. Alvord has been a director of the Company since February 2022. From 2016 to 2021 she served in various roles at Vulcan Materials Company, including President, Southern and Gulf Coast Division, President, Central Division, and Vice President, Performance Improvement. Prior to 2016 Ms. Alvord held various technical and executive leadership positions at the GE Aviation unit of General Electric Company, including General Manager, Turbine Airfoils Center of Excellence, President, Unison Industries, and President, Middle River Aircraft Systems. Ms. Alvord holds a B.S. degree in Political Science, and a B.S. and M.S. degree in Mechanical Engineering, all from Massachusetts Institute of Technology, and an M.B.A. from Harvard Graduate School of Business Administration. She currently serves on the board of directors of Apogee Enterprises and Piedmont Lithium, Inc. Her significant experience in leadership positions in a manufacturing environment and her knowledge of the aerospace industry make her highly qualified to serve as a director and will be valuable attributes contributing to the growth of the Company’s Albany Engineered Composites business segment.



Age: 53 Director Since: 2022			RUSSELL E. TONEY Russell E. Toney has been a director of the Company since March 2022. Since March 2023 he has been President of Nortek Air Solutions, a leading manufacturer of custom air handling solutions for commercial, industrial and educational facilities. From 2018 to March 2023 he was been President, Specialty Products Group at Dover Corporation, a diversified global manufacturing company. From 2015 to 2018 he served as Dover’s Senior Vice President, Global Sourcing, where he also had responsibility for its Global Innovation center in India. Before joining Dover, Mr. Toney spent 13 years at General Electric Company where he held various sales and leadership positions in its plastics business, as well as supply chain and leadership roles at its energy business. Prior to that, he was a strategy consultant with Boston Consulting Group and worked in engineered and manufacturing roles at Procter & Gamble Company. Mr. Toney holds a B.S. degree in Chemical Engineering from the University of Dayton and an M.B.A. from the Darden Graduate School of Business Administration at the University of Virginia. His experience in sales, operations, supply chain, and strategic consulting, as well as his engineering background, will provide significant insight, making him highly qualified to serve as a director.


Annual Cash Retainer			$75,000
Additional Annual Cash Retainer for Chairman of the Board			$75,000
Additional Annual Cash Retainer for Vice Chairman of the Board			$35,000
Additional Annual Cash Retainer for Audit Committee Chair			$22,000
Additional Annual Cash Retainer for Compensation Committee Chair			$15,000
Additional Annual Cash Retainer for Governance Committee Chair			$12,000
Additional Annual Cash Retainer for Audit Committee Member			$12,000
Additional Annual Cash Retainer for Compensation Committee Member			$7,500
Additional Annual Cash Retainer for Governance Committee Member			$7,000
Annual Equity Grant in the form of Class A Common Stock			$120,000



			The Audit Committee:

			Kenneth W. Krueger, Chair
			Katharine L. Plourde
			Mark J. Murphy



			J. Michael McQuade, Chair
			John R. Scannell
			Erland E. Kailbourne
			Christina M. Alvord
			Russell E. Toney


	2022 Total Direct		2021 Total Direct
NEO	Compensation Target		Compensation Target		% Change

A. William Higgins	$	4,100,000	$	3,800,000	7.89%

Stephen Nolan	$	1,744,000	$	1,716,750	1.59%

Daniel Halftermeyer	$	1,574,400	$	1,404,660	12.08%

Greg Harwell	$	1,470,000	$	1,421,000	3.45%

Joseph Gaug	$	1,012,922	$	905,625	11.85%


	2022		% of Total		2022 to 2021
NEO	Base Salary		Direct Target		% Change

A. William Higgins	$	950,000	23.17	%	9	%

Stephen Nolan	$	545,000	31.25	%	0	%

Daniel Halftermeyer	$	492,000	31.25	%	0	%

Greg Harwell	$	490,000	33.33	%	0	%

Joseph Gaug	$	413,438	40.82	%	5	%


	APP		MPP
NEO	Opportunity Cash		Opportunity Shares	RSU Shares granted

A. William Higgins	$	950,000	12,791	12,791

Stephen Nolan	$	381,500	4,753	4,753

Daniel Halftermeyer	$	344,440	4,291	4,291

Greg Harwell	$	343,000	3,703	3,703

Joseph Gaug	$	268,734	1,923	1,923


Higgins, Nolan & Gaug
Performance Metrics	Weight
1. 2022 AIN Adjusted EBITDA	80%
2. AIN TRIR	10%
3. AIN Compliance/Control Failures	5%
4. AIN Compliance/Controls Testing	5%
Halftermeyer
Performance Metrics		Weight
1. 2022 MC Adjusted EBITDA		80%
2. AIN TRIR		10%
3. MC Compliance/Control Failures		5%
4. MC Compliance/Controls Testing		5%
Harwell
Performance Metrics		Weight
1. 2022 AEC Adjusted EBITDA		80%
2. AIN TRIR		10%
3. AEC Compliance/Control Failures		5%
4. AEC Compliance/Controls Testing		5%


Performance Metric	Performance Metric Percentage Goals
	Threshold	Target	Maximum
2022 AIN Adjusted EBITDA	= $171.7M	= $221.6M	= $271.5M
AIN TRIR	= 1.5 TRIRs	= 1.0 TRIRs	= 0.75 TRIRs
2022 MC Adjusted EBITDA	= $165.1M	= $206.4M	= $247.7M
2022 AEC Adjusted EBITDA	= $49.0M	= $70.0M	= $91.0M
AIN Compliance/Control Failures	To Be Calculated as Described in Exhibit A
AIN Compliance/Controls Testing	To Be Calculated as Described in Exhibit A
MC Compliance/Control Failures	To Be Calculated as Described in Exhibit A
MC Compliance/Controls Testing	To Be Calculated as Described in Exhibit A
AEC Compliance/Control Failures	To Be Calculated as Described in Exhibit A
AEC Compliance/Control Testing	To Be Calculated as Described in Exhibit A



Overall Performance Achievement	Higgins 159.5%	Nolan 159.5%	Halftermeyer 159.5%	Harwell 153.6%	Gaug 159.5%
Cash Earned	$1,515,250	$608,493	$549,318	$526,894	$428,632


	Higgins	Nolan	Halftermeyer	Harwell	Gaug
Shares Earned	4,264	1,584	1,430	1,234	641


Performance Metric	Performance Metric Percentage Goals
	Threshold	Target	Maximum
Aggregate AIN Adjusted EBITDA	= $512.8M	= $692.9M	= $873.1M
Aggregate MC Adjusted Reported EBITDA	= $461.71M	= $577.1M	= $692.56M
Aggregate AEC Adjusted Reported EBITDA	= $177.2M	= $295.3M	= $413.4M


Name and Principal Position	Year	Salary ($)		Bonus(1) ($)	Stock Awards(2) ($)	Option Awards(3) ($)	Nonequity Incentive Plan Compensation ($)		Change in Pension Value and Nonqualified Deferred Compensation Earnings(4) ($)	All Other Compensation ($)		Total

A. William Higgins, President and CEO	2022	931,250		—	2,200,000	—	1,486,111	(5)	—	43,121	(6)	4,660,482
	2021	868,750		—	2,000,000	—	1,838,475	(7)	—	18,486	(8)	4,725,711
	2020	808,589		—	1,700,000	—	1,186,118	(9)	—	19,854	(10)	3,714,561

Stephen Nolan, Chief Financial Officer	2022	545,000		—	817,500	—	619,232	(11)	—	11,704	(12)	1,993,436
	2021	545,000		—	790,250	—	765,063	(13)	—	14,647	(14)	2,114,960
	2020	545,000		—	599,500	—	1,320,317	(17)	—	16,920	(16)	2,481,737

Daniel Halftermeyer, President, Machine Clothing	2022	672,071	(17)	—	738,000	—	549,318	(18)	11,310	200,240	(17,19)	2,170,939
	2021	701,486	(20)	—	526,440	—	524,275	(21)	38,429	198,191	(20,22)	1,988,821
	2020	683,675	(23)	—	428,040	—	415,324	(24)	115,008	208,555	(23,25)	1,850,602

Greg Harwell, President, Albany Engineered Composites	2022	490,000		—	637,000	—	546,159	(26)	—	19,397	(27)	1,692,556
	2021	490,000		—	588,000	—	596,415	(28)	—	15,476	(29)	1,689,891
	2020	499,423		—	514,500	—	358,609	(30)	—	18,742	(31)	1,391,274

Joseph Gaug, VP - General Counsel & Secretary	2022	408,516		—	330,750	—	439,368	(32)	—	19,209	(33)	1,197,843
	2021	398,062		—	275,625	—	478,194	(34)	—	15,284	(35)	1,167,165
	2020	340,710		—	299,967	—	306,251	(36)	—	15,052	(37)	961,980


(1)			The figure provided represents the Annual Incentive Plan bonus earned, or any additional discretionary bonus awarded, during that year, if any, for performance during that year, but which was actually paid in the subsequent year.
(2)			The figure provided for each year represents the grant date fair value, in dollars, of (a) the target share amounts contained in any Performance Awards granted during that year under the 2017 Incentive Plan, (b) all Restricted Stock Units granted in that year under the Company’s Restricted Stock Unit Plan, and (c) all Performance Phantom Stock granted in that year under the Company’s Performance Stock Plan. In all cases, the total presented is the aggregate grant date fair value computed in accordance with FASB ASC Item 718.
(3)			No options have been granted since 2002.


(4)			The figure provided for each year, if any, represents the aggregate change in the actuarial present value of each NEO’s (except Mr. Halftermeyer’s) accumulated benefit under all defined benefit and actuarial pension plans (including supplemental plans) from the prior year. The change is calculated between the pension plan measurement dates used by the Company for financial statement reporting purposes in each year. The figure also reflects any changes in actuarial assumptions. Reference is made to Note 4 of the Notes to Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 for a discussion of these assumptions. The figure provided for Mr. Halftermeyer represents the change in present value of the private pension purchased for Mr. Halftermeyer through a Swiss insurance company in accordance with Swiss law (see footnote 4 to the “Pension Benefits” table on pp. 40). There were no above-market or preferential earnings during 2020, 2021 or 2022 for any of the NEOs under any deferred compensation plans.
(5)			Includes (a) profit-sharing of $10,736 under the Company’s U.S. profit-sharing plan and (b) $1,475,375, the actual cash award received relative to his APP Performance Award granted under the 2017 Incentive Plan, in each case earned during 2022 and paid during 2023.
(6)			Includes (a) Company-matching contributions of $13,937 to the officer’s account under the Company’s ProsperityPlus 401(k) defined contribution plan; (b) a premium of $11,484 paid by the Company with respect to life or other insurance for the benefit of the officer or beneficiaries designated by the officer; and (c) relocation expenses of $17,700.
(7)			Includes (a) profit-sharing of $11,600 under the Company’s U.S. profit-sharing plan and (b) $1,826,875, the actual cash award received relative to his APP Performance Award granted under the 2017 Incentive Plan, in each case earned during 2021 and paid during 2022.
(8)			Includes (a) Company-matching contributions of $14,250 to the officer’s account under the Company’s ProsperityPlus 401(k) defined contribution plan; (b) a premium of $1,494 paid by the Company with respect to life or other insurance for the benefit of the officer or beneficiaries designated by the officer; (c) relocation expenses of $1,685 and (d) a taxable award of $1,057.
(9)			Includes (a) profit-sharing of $2,187 under the Company’s U.S. profit-sharing plan and (b) $1,183,931, the actual cash award received relative to his APP Performance Award granted under the 2017 Incentive Plan, in each case earned during 2020 and paid during 2021.
(10)			Includes (a) Company-matching contributions of $9,237 to the officer’s account under the Company’s ProsperityPlus 401(k) defined contribution plan; and (b) a premium of $10,527 paid by the Company with respect to life or other insurance for the benefit of the officer or beneficiaries designated by the officer.
(11)			Includes (a) profit-sharing of $10,736 under the Company’s U.S. profit-sharing plan and (b) $608,496 the actual cash award received relative to his APP Performance Award granted under the 2017 Incentive Plan, in each case earned during 2022 and paid during 2023.
(12)			Includes (a) Company-matching contributions of $11,417 to the officer’s account under the Company’s ProsperityPlus 401(k) defined contribution plan; and (b) a premium of $287 paid by the Company with respect to life or other insurance for the benefit of the officer or beneficiaries designated by the officer.
(13)			Includes (a) profit-sharing of $11,600 under the Company’s U.S. profit-sharing plan and (b) $753,463 the actual cash award received relative to his APP Performance Award granted under the 2017 Incentive Plan, in each case earned during 2021 and paid during 2022.
(14)			Includes (a) Company-matching contributions of $13,562 to the officer’s account under the Company’s ProsperityPlus 401(k) defined contribution plan; and (b) a premium of $1,085 paid by the Company with respect to life or other insurance for the benefit of the officer or beneficiaries designated by the officer.
(15)			Includes (a) profit-sharing of $8,749 under the Company’s U.S. profit-sharing plan; (b) $561,568, the actual cash award received relative to his APP Performance Award granted under the 2017 Incentive Plan, in each case earned during 2020 and paid during 2021; and (c) $750,000, the target cash payment of a retention bonus awarded to the officer in 2020.
(16)			Includes (a) Company-matching contributions of $14,050 to the officer’s account under the Company’s ProsperityPlus 401(k) defined contribution plan and (b) a premium of $2,870 paid by the Company with respect to life or other insurance for the benefit of the officer or beneficiaries designated by the officer.
(17)			Represents either the amount paid in euros, translated into U.S. dollars at the rate of 1.05380 dollars per euro, or the amount paid in Swiss francs, translated into U.S. dollars at the rate of 1.04827 dollars per Swiss franc, which are the rates used by the Company in its 2022 Consolidated Statements of Income and Retained Earnings.
(18)			Represents the actual cash award received relative to his APP Performance Award granted under the 2017 Incentive Plan earned during 2022 and paid during 2023.


(19)			Includes (a) a premium of $12,164 paid by the Company with respect to maintenance of private Swiss health insurance coverage; (b) contributions of $97,574 to maintain the NEO in French social programs, including state pension schemes, during his expatriation (of which approximately $27,457 was the officer’s employee contribution paid by the Company); (c) expenses of $88,499 related to the NEO’s international assignment, consisting of housing ($61,261) and tax adjustments ($27,238); and (d) perquisites of $2,003, valued on the basis of the taxable benefit for the private use of a Company car.
(20)			Represents either the amount paid in euros, translated into U.S. dollars at the rate of 1.18306 dollars per euro, or the amount paid in Swiss francs, translated into U.S. dollars at the rate of 1.09415 dollars per Swiss franc, which are the rates used by the Company in its 2021 Consolidated Statements of Income and Retained Earnings.
(21)			Represents the actual cash award received relative to his APP Performance Award granted under the 2017 Incentive Plan earned during 2021 and paid during 2022.
(22)			Includes (a) a premium of $11,641 paid by the Company with respect to maintenance of private Swiss health insurance coverage; (b) contributions of $92,476 to maintain the NEO in French social programs, including state pension schemes, during his expatriation (of which approximately $28,985 was the officer’s employee contribution paid by the Company); (c) expenses of $91,983 related to the NEO’s international assignment, consisting of housing ($63,942) and tax adjustments ($28,041); and (d) perquisites of $2,090, valued on the basis of the taxable benefit for the private use of a Company car.
(23)			Represents either the amount paid in euros, translated into U.S. dollars at the rate of 1.14157 dollars per euro, or the amount paid in Swiss francs, translated into U.S. dollars at the rate of 1.06637 dollars per Swiss franc, which are the rates used by the Company in its 2020 Consolidated Statements of Income and Retained Earnings.
(24)			Represents the actual cash award received relative to his APP Performance Award granted under the 2017 Incentive Plan earned during 2020 and paid during 2021.
(25)			Includes (a) a premium of $11,272 paid by the Company with respect to maintenance of private Swiss health insurance coverage; (b) contributions of $105,673 to maintain the NEO in French social programs, including state pension schemes, during his expatriation (of which approximately $29,726 was the officer’s employee contribution paid by the Company); (c) expenses of $89,573 related to the NEO’s international assignment, consisting of housing ($62,318) and tax adjustments ($27,255); and (d) perquisites of $2,037, valued on the basis of the taxable benefit for the private use of a Company car.
(26)			Includes (a) profit-sharing of $10,736 under the Company’s U.S. profit-sharing plan and (b) $535,423, the actual cash award received relative to his APP Performance Award granted under the 2017 Incentive Plan, in each case earned during 2022 and paid during 2023.
(27)			Includes (a) Company-matching contributions of $15,009 to the officer’s account under the Company’s ProsperityPlus 401(k) defined contribution plan; and (b) a premium of $4,388 paid by the Company with respect to life or other insurance for the benefit of the officer or beneficiaries designated by the officer.
(28)			Includes (a) profit-sharing of $11,600 under the Company’s U.S. profit-sharing plan and (b) $584,415, the actual cash award received relative to his APP Performance Award granted under the 2017 Incentive Plan, in each case earned during 2021 and paid during 2022.
(29)			Includes (a) Company-matching contributions of $14,500 to the officer’s account under the Company’s ProsperityPlus 401(k) defined contribution plan; and (b) a premium of $976 paid by the Company with respect to life or other insurance for the benefit of the officer or beneficiaries designated by the officer.
(30)			Includes (a) profit-sharing of $8,749 under the Company’s U.S. profit-sharing plan; and (b) $349,860, the actual cash award received relative to his APP Performance Award granted under the 2017 Incentive Plan, in each case earned during 2020 and paid during 2021.
(31)			Includes (a) Company-matching contributions of $14,250 to the officer’s account under the Company’s ProsperityPlus 401(k) defined contribution plan; and (b) a premium of $4,492 paid by the Company with respect to life or other insurance for the benefit of the officer or beneficiaries designated by the officer.
(32)			Includes (a) profit-sharing of $10,736 under the Company’s U.S. profit-sharing plan and (b) $428,632, the actual cash award received relative to his APP Performance Award granted under the 2017 Incentive Plan, in each case earned during 2022 and paid during 2023.
(33)			Includes (a) Company-matching contributions of $15,250 to the officer’s account under the Company’s ProsperityPlus 401(k) defined contribution plan; and (b) a premium of $3,959 paid by the Company with respect to life or other insurance for the benefit of the officer or beneficiaries designated by the officer.


	Year	Salary ($)	Bonus	Stock Awards ($)	Option Awards ($)	Nonequity Incentive Plan Compensation ($)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)		Total ($)

Median Employee	2022	75,168	1,711	—	—	2,669	(1)	—	3,537	(2)	83,085


Name	Estimated Future Payouts Under Nonequity Incentive Plan Awards (1)				Estimated Future Payouts Under Equity Incentive Plan Awards (2)
	Grant Date	Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)	All Other Stock Awards: Number of Shares of Stock or Units (3) (#)	All Other Option Awards: Number of Securities or Underlying Options (#)	Exercise or Base Price of Option Awards ($/sh)	Value of Stock and Option Awards (4) ($)
A. William Higgins	2/25/22	475,000	925,000	1,900,000	6,395	12,791	25,581	12,791	—	—	2,200,000

Stephen Nolan	2/25/22	190,750	381,500	763,000	2,376	4,753	9,506	4,753	—	—	817,500

Daniel Halfterymeyer	2/25/22	172,200	344,400	688,800	2,145	4,291	8,581	4,291	—	—	738,000

Greg Harwell	2/25/22	171,500	343,000	686,000	1,852	3,703	7,407	3,703	—	—	637,000

Joseph Gaug	2/25/22	134,367	268,734	537,468	961	1,923	3,846	1,923	—	—	330,750


(1)			Awards represent the target cash amount established for each officer in early 2022 in the APP Performance Awards granted to that officer under the 2017 Incentive Plan.
(2)			Awards represent the target share amount established for each officer in the MPP Performance Awards granted to the officer under the 2017 Incentive Plan consisting of a target number of shares of Class A Common Stock.
			Each Performance Award entitled the NEO to receive from 50% (for attaining performance at the threshold level) to as much as 200% (for attaining performance at the maximum level) of such target, based on the extent to which he or she attained certain performance goals during the performance periods. The performance conditions at each of the threshold, target, and maximum levels in the Performance Awards granted to each of the NEOs are described above (see pp. 33).
(3)			Awards represent the number of restricted stock units granted for the officer in the restricted stock award granted under the 2017 Incentive Plan as part of his 2022 multiyear performance incentive award. Under this award, each recipient is awarded a fixed number of number of shares which vests ratably over the three-year period and is paid in Class A common stock upon vesting.
(4)			The grant date fair value of the MPP Performance Award plus the grant date fair value of the restricted stock unit award. In accordance with FASB ASC Topic 718, the grant date fair value of the MPP Performance Award targets was determined to be the product of the target number of shares awarded multiplied by $86.00, the closing market price on February 25, 2022, the grant date of the Performance Awards, as it was expected that the probable outcome of the performance conditions would lead to the achievement of the target number of shares.