Astec Industries Inc DEF 14A, filed Mar 14, 2025

Astec Industries Inc (ASTE)

DEF 14A 2025-03-14 For: 2025-04-25

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Added on June 12, 2026

About this DEF 14A

Astec Industries Inc filed this DEF 14A on March 14, 2025.

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	WHAT:			2025 Annual Meeting of Shareholders of Astec Industries, Inc.
	WHEN:			Friday, April 25, 2025 at 10:00 a.m., Eastern Daylight Time (“EDT”)
	WHERE:			Our meeting will be a virtual shareholder meeting, conducted via live audio webcast, a format designed to increase shareholder access to the meeting. In addition to online attendance, this format provides shareholders with the opportunity to hear all portions of the official meeting, submit written questions during the meeting, and vote online during the open poll section of the meeting. You are invited to attend the live webcast of our meeting, vote your shares and submit questions at https://web.viewproxy.com/astec/2025. To join the meeting, you will need the 16-digit control number that is printed on your Notice Regarding the Availability of Proxy Materials (“Notice”). When accessing our 2025 Annual Meeting, please allow ample time for online check-in, which will begin around 9:45 a.m., EDT, on Friday, April 25, 2025. If a bank, brokerage firm, or other nominee holds your shares, you should contact that organization for additional information.
	WHY:			We are holding the 2025 Annual Meeting for the following purposes, as more fully described in our proxy statement:
				1. to re-elect to our Board of Directors the three director nominees named herein to serve for three-year terms or until their successor is duly elected and qualified (Proposal No. 1);
				2. to approve, on a non-binding, advisory basis, the compensation of our named executive officers (Proposal No. 2);
				3. to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the calendar year 2025 (Proposal No. 3);
				4. to approve the Astec Industries, Inc. 2025 Equity Incentive Plan (Proposal No. 4); and
				5. to transact such other business as may be properly presented at the 2025 Annual Meeting or any adjournments or postponements thereof.
	RECORD DATE:			Shareholders of record as of the close of business on February 27, 2025 (“Record Date”) are entitled to this Notice and to vote at the 2025 Annual Meeting or at any adjournment or postponement that takes place.
	PROXY VOTING:			On or about March 14, 2025, we will mail to shareholders of record as of the Record Date (other than those who previously requested electronic or paper delivery on an ongoing basis) a Notice with instructions for accessing our proxy materials and voting instructions over the Internet, by telephone, or by mail. We expect that our proxy statement and other proxy materials will be available to shareholders on this same date.

	Page
Proxy Statement Summary		1
Proxy Statement for the Annual Meeting of Shareholders to be Held on April 25, 2025		3
Questions and Answers About the Proxy Materials and the Annual Meeting		4
Commitment to Environmental and Social Responsibilities		9
Sustainability Oversight and Leadership		9
New Product Development and Environmental Impact		9
Human Capital Management and Corporate Culture		10
Overseeing Employee Ethical Standards and Adherence		11
Supplier Code of Conduct		11
Shareholder Engagement		12
Shareholder Engagement Process		12
Shareholder Engagement Cycle		13
Communications with the Board		13
Board of Directors		14
Summary of Director Qualifications and Experience Matrix		15
Board Evaluations, Diversity and Refreshment		16
Nominees for Election of Class III Directors		18
Continuing Directors Not Standing for Re-Election		19
Corporate Governance, the Board and its Committees		23
Principles of Corporate Governance		23
Independent Directors		23
Board Leadership Structure and Risk Oversight		23
Board’s Role in Succession Planning		24
Board Meetings and Attendance		24
Board Committees		24
Director Nomination Process		25
Insider Trading Policy		25
Anti-Hedging Policy		25
Related Party Transactions		26
Director Compensation		26
Material Terms of Non-Employee Directors Compensation Plan		27
Proposal 1: Election of Directors		28
Executive Officers		29
Senior Officers		31
Compensation Discussion and Analysis		32
Overview		32
Objectives of Our Compensation Program		32
How We Determine and Assess Executive Compensation		33

	Page
Consideration of Last Year’s Advisory Shareholder Vote on Executive Compensation		34
Elements of Our Compensation Program		35
Executive Officer Severance Agreements		38
Other Factors Affecting Compensation		38
Additional Executive Compensation Policies		38
Executive Compensation		40
Summary Compensation Table		40
Grants of Plan-Based Awards for Calendar Year 2024		42
Outstanding Equity Awards at December 31, 2024		43
Option Exercises and Stock Vested in 2024		44
Nonqualified Deferred Compensation for the Year Ended December 31, 2024		45
Potential Payments Upon Termination, Resignation or Change-in-Control		46
Compensation Committee Report		50
Pay Versus Performance Disclosure		51
Equity Compensation Plan Information		57
Equity Compensation Plans Not Approved by Security Holders		57
Proposal 2: Advisory Vote on Executive Compensation		58
Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm		59
Report of the Audit Committee		60
Audit Matters		62
Fees Paid to the Independent Registered Public Accounting Firm		62
Audit Fee Approval		62
Audit Committee Pre-Approval Policy		62
Audit Committee Review		62
Proposal 4: Approval of the Astec Industries, Inc. 2025 Equity Incentive Plan		63
Stock Ownership of Certain Beneficial Owners and Management		69
Certain Matters Relating to Proxy Materials and Annual Reports		70
Other Matters		71
Annual Report		71

	Date and Time			Record Date			Location
	April 25, 2025 at 10:00 a.m. EDT			February 27, 2025			This year’s meeting will be a virtual Annual Meeting at https://web.viewproxy.com/astec/2025

	Proposal			Board Recommendation
	1 To re-elect to our Board of Directors the three director nominees named herein to serve for three-year terms or until their successor is duly elected and qualified.			FOR each nominee
	2 To vote on a non-binding resolution to approve the compensation of the Company’s named executive officers.			FOR
	3 To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the calendar year 2025.			FOR
	4 To approve the Astec Industries, Inc. 2025 Equity Incentive Plan.			FOR


	Jaco G. van der Merwe President and Chief Executive Officer			William D. Gehl Chairman of the Board

	Proposal	How may I vote?	How does the Board recommend I vote?
1.	The re-election to our Board of Directors of the three director nominees named herein to serve for three-year terms or until their successor is duly elected and qualified.	FOR the re-election of all director nominees named herein, WITHHOLD authority to vote for all such director nominees; or FOR the re-election of all such director nominees other than any nominees with respect to whom the vote is specifically WITHHELD by indicating in the space provided on the proxy.	FOR each nominee.
2.	The approval, on a non-binding, advisory basis, of the compensation of our named executive officers.	FOR or AGAINST, or you may ABSTAIN from voting on the matter.	FOR
3.	The ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the calendar year 2025.	FOR or AGAINST, or you may ABSTAIN from voting on the matter.	FOR
4.	The approval of the Astec Industries, Inc. 2025 Equity Incentive Plan.	FOR or AGAINST, or you may ABSTAIN from voting on the matter.	FOR

	Proposal			Voting Requirement
	1. The re-election to our Board of Directors of the three director nominees named herein to serve for three-year terms or until their successor is duly elected and qualified.			To be elected, a nominee must receive the affirmative vote of a majority of the votes present in person or by proxy and entitled to vote on this proposal, meaning that the votes cast by the shareholders “FOR” a nominee’s election must exceed the number of votes cast “WITHHELD” with respect to a nominee’s election the approval of the proposal.
	2. The approval, on a non-binding, advisory basis, of the compensation of our named executive officers.			To be approved, this non-binding vote must be approved by a majority of the votes cast on this proposal, meaning that the votes cast by the shareholders “FOR” the approval of the proposal must exceed the number of votes cast “AGAINST” the approval of the proposal.
	3. The ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the calendar year 2025.			To be approved, this vote must be approved by a majority of the votes cast on the proposal, meaning that the votes cast by the shareholders “FOR” the approval of the proposal must exceed the number of votes cast “AGAINST” the approval of the proposal.
	4. The approval of the Astec Industries, Inc. 2025 Equity Incentive Plan.			To be approved, this vote must be approved by a majority of the votes cast on this proposal, meaning that the votes cast by the shareholders “FOR” the approval of the proposal must exceed the number of votes cast “AGAINST” the approval of the proposal.

	Qualifications & Attributes
	Accounting/Auditing: We operate in a complex financial and regulatory environment with disclosure requirements, detailed business processes and internal controls.
	Finance: Our business involves complex financial transactions and reporting requirements. We seek to have a number of directors who qualify as audit committee financial experts (as defined by the Exchange Act), and we expect all of our directors to be financially knowledgeable. As part of this qualification, we also seek directors who have relevant risk management experience.
	Government/Regulatory: As a public company and responsible corporate citizen, we expect effective oversight and transparency, and our shareholders demand it. In addition, we seek directors with experience interacting with governmental agencies because our business is directly affected by governmental actions and socioeconomic trends.
	Human Resources/Compensation: Attracting and retaining motivated individuals is key to success. We progressively evaluate and enhance human capital programs and diversity and inclusion initiatives. Our compensation programs are equitable and in line with shareholder interests.
	Industry Experience: Experience in the industrial goods industry provides a relevant understanding of our business, strategy and marketplace dynamics. As such, we seek to have directors with experience as executives or directors or in other leadership positions in the industries in which we participate.
	International: With global operations in several countries and prospects for further expansion, international experience helps us understand opportunities and challenges.

	Qualifications & Attributes
	Manufacturing/Operational Excellence: Our core competencies include the design, engineering and fabrication of heavy equipment. We employ best practices to maximize operational efficiencies.
	Mergers & Acquisitions: Mergers and acquisitions provide the opportunity to grow domestically and internationally.
	Public Company Executive Experience: Experience in leading a large, widely-held organization provides practical insights on need for transparency, accountability and integrity, driven by practical understanding of organizations, processes, strategy and risk management, and know-how to drive change and growth.
	Strategy: As a publicly-traded business, strategic planning and development are the foundation of achieving success.
	Technology: We embrace technology to deliver products and services to the market, manage stakeholder data and enhance the customer experience. As such, we seek directors with backgrounds in technology because our success depends on developing and investing in new technologies and access to new ideas.

				Tracey H. Cook
				Age: 57
				Tracey H. Cook is a Senior Vice President of Fluor Corporation leading strategic talent planning across all Business Segments. Prior to this role in Human Resources, she served as the President of AMECO since 2014. Fluor is a Fortune 500 engineering and construction company and AMECO offerings included construction equipment, tools, and scaffolding solutions. Ms. Cook joined Fluor Corporation in 1989 and, beginning in 2001, served as AMECO’s Chief Financial Officer, VP of Regional Operations for North America/Caribbean and Chief Operations Officer for the business globally before becoming its President in 2014. Ms. Cook led the divestitures of AMECO’s global businesses completing the last remaining region in 2023 while also supporting M&A for Fluor Corporation. Prior to 2001, she worked in finance on multiple projects with various industry groups in addition to new business and e-commerce initiatives for Fluor. She then transferred to AMECO where she was instrumental in divesting the five North American commercial equipment dealerships in 2001. She has a B.S. in Accounting from the University of South Carolina and has completed several executive management and leadership programs including Wharton and Thunderbird. Ms. Cook has been a director of the Company since 2018. Ms. Cook brings over 30 years of experience in optimizing operations, finance, strategy, divestitures and acquisitions, and international business in the engineering, construction, and equipment industries. As a leader at a Fortune 500 engineering and construction company, Ms. Cook is uniquely qualified to provide relevant expertise that is very valuable to the Company as it executes its strategy. Ms. Cook serves as one of the financial experts and is the chair of the Company’s Audit Committee and serves on the Compensation Committee.

				Mary L. Howell
				Age: 72
				Mary L. Howell serves as Chairman of the board of directors of V2X, an industry-leading facilities management, logistics and network communications services company. Previously, Ms. Howell worked at Textron Inc. from 1980 to 2009, including as an Executive Vice President from 1995 to 2009. She also served on the Textron Management Committee, which was composed of Textron’s top five executives responsible for the management of the company, for over 15 years. Ms. Howell served as Lead Director of the Board of Directors of Esterline Corporation, an aerospace and defense company until 2018. She previously served on the Board of FM Global from 1996 to 2011 and served on its Audit and Compensation Committees. In 2008, Ms. Howell received the Charles Ruch Semper Fidelis Award and in 2010 became an Honorary Marine for her long-standing commitment to the U.S. Marine Corps and her leadership in various programs that have supported the Marine Corps mission. She graduated from the University of Massachusetts at Amherst with a Bachelor of Science Degree. Ms. Howell has been a director of the Company since 2019, and currently serves as the Chair of the Nominating and Corporate Governance Committee. Ms. Howell has extensive experience in global operations, marketing, sales, business development and merger and acquisition transactions that strengthen the Board’s oversight of the Company’s strategic plans and enterprise risk. Ms. Howell also has significant board experience that has given her insight to sophisticated risk management practices that contributes to the Board’s oversight of the Company’s complex global operations.

				Linda I. Knoll
				Age: 64
				Linda I. Knoll was a long-serving senior executive for both Fiat Chrysler Automobiles (FCA) and CNH Industrial (CNHi), a global manufacturer of agriculture and construction equipment. She joined CNHi in 1994 — after spending more than a decade in supply chain and program management positions at General Dynamics — and in 1999, became VP and General Manager of its global Crop Production business. From 2003-2007, Ms. Knoll led manufacturing restructuring/merger integration in North America as VP of Industrial Operations, and then directed the advancement of agricultural industrial operations and product development around the world (as EVP of WW Manufacturing and EVP, WW Product Development). She was named CHRO in late 2007. For 15 of her 25 years with CNHi, Ms. Knoll was a member of the Group Executive Council — the senior leadership committee responsible for management of the company. She also served on the equivalent leadership team of FCA for 10 years as CHRO. Ms. Knoll has served as a director of Schneider Electric SE since 2014. She currently chairs the Human Capital & Renumeration Committee and is a member of the Governance and Sustainability Committee. In 2022, she was appointed to the board of Iveco Group N.V. where she serves on its Human Capital and Compensation Committee as chair and is a member of the ESG Committee. She graduated from Central Michigan University with a Bachelor of Science Degree. Ms. Knoll has been a director of the Company since 2022. Ms. Knoll’s depth of public company leadership experience, her expertise in managing complex manufacturing operations, knowledge of operations of multi-billion-dollar global enterprises, and mergers and acquisitions (including integration) are especially valuable to the Board and the management team.

				William D. Gehl
				Age: 78
				William D. Gehl who currently serves as the Chairman of the Board of Astec Industries, also previously served as a member of the Board and Chief Executive Officer of Gehl Company, a company engaged in the manufacturing of compact construction equipment, from 1987 and 1992, respectively, until his retirement in 2009. Mr. Gehl also served as Chairman of the Board of Gehl Company from 1996 until his retirement. Since June 2011, Mr. Gehl has been an owner and Chairman of IBD of Southeastern Wisconsin, an exclusive distributor of Interstate Batteries in southeastern Wisconsin. Mr. Gehl also serves as Chairman of the Board and a Director of FreightCar America, a public company engaged in the manufacturing of railroad freight cars. Mr. Gehl graduated from University of Notre Dame with a B.A. in economics, from the University of Wisconsin Law School with a J.D. and from the University of Pennsylvania Wharton Graduate School of Business with an MBA (Finance). Mr. Gehl is a member of the state bars of Wisconsin and Florida. Mr. Gehl has been a Director of the Company since 1999. Mr. Gehl, having served as the CEO of a publicly owned construction equipment manufacturing company for 17 years, brings a broad range of experiences in both strategic planning and management. Mr. Gehl’s manufacturing, marketing and financing knowledge is very valuable to the Company.

				Nalin Jain
				Age: 55
				Mr. Jain currently serves as President, Digital Intelligence at Wabtec Corporation, a role he has held since 2020. Wabtec Corporation is a leading global provider of equipment, systems, digital solutions and value-added services for the freight and transit rail industries, as well as the mining, marine and industrial markets. Prior to his current role, Mr. Jain served as Group President of Wabtec’s Global Equipment business, leading Wabtec’s comprehensive global locomotive, mining, marine, stationery and drill portfolios. Mr. Jain also led GE Transportation’s international business activities in key markets like APAC, China, Australia, Europe and Africa. He was responsible for expanding the business footprint and global capabilities across these regions. He previously served as CEO for GE Aviation and GE Transportation in South Asia. Prior to GE, he was Director of Global Partnerships with Bombardier Inc. He began his career with the French engineered materials company Saint-Gobain occupying several roles of increasing responsibility. Mr. Jain has a bachelor’s degree in Engineering from National Institute of Technology in Surat, India and an MBA from the Indian School of Business, Hyderabad, India. Mr. Jain brings over 30 years of global executive leadership experience, including international operations, product management, and commercial expertise, in industrial manufacturing, aerospace and infrastructure sectors. He has a proven track record of transforming businesses, while delivering top-and bottom-line growth.

				Jeffrey T. Jackson
				Age: 59
				Mr. Jackson is the Chief Executive Officer of Cabinetworks Group, the country’s largest privately-owned cabinet manufacturer. Prior to joining Cabinetworks Group, Mr. Jackson was the President and Chief Executive Officer of PGT Innovations Inc. (NYSE: PGTI), a manufacturer and supplier of windows, doors and garage doors with annual revenues in excess of $1.5 billion. He was with PGT from 2005 to 2024 and held the roles of CFO, Chief Operating Officer and Treasurer. Prior to PGT, Mr. Jackson held various roles at food and beverage companies, including Hershey (NYSE: HSY) and Coca-Cola (NYSE: KO). Prior to that, he was an Audit Manager with KPMG LLP. Mr. Jackson is a visionary leader with an impressive track record of driving sales and bottom line results. He is a proven business executive with extensive experience leading operations and financial strategy, developing organizational capability, and improving business performance. His broad background in publicly traded companies demonstrates his seasoned ability at leading large organizations and successfully driving shareholder value. Mr. Jackson currently serves as a Director of PGT and Smith Douglas Homes Corp. (NYSE: SDHC).

				James Winford
				Age: 59
				Dr. Winford joined the Astec Industries, Inc. Board of Directors in July 2023. He currently serves as the President of Prairie Contractors, LLC, a privately-held asphalt producer and highway contractor located in Louisiana. The company specializes in the production and construction of hot-mix asphalt pavements and operates fixed base asphalt plants and aggregate distribution facilities in south central and southwestern Louisiana. Dr. Winford has a Master of Science degree in Civil Engineering and Master of Business Administration degree, both from Tulane University. He has a Ph.D. in Civil Engineering with a concentration in Materials and Pavements, from Auburn University. Dr. Winford serves on the National Asphalt Pavement Association and National Center for Asphalt Technology boards and is past chairperson of each. Dr. Winford brings valuable, direct industry experience to the Board having worked in the asphalt industry for over thirty years and having served as the chairperson of multiple industry groups in the asphalt industry.

Name(1)	Fees Earned Paid in Cash ($)(2)		Stock Awards ($)(3)		Total ($)
James B. Baker(4)		47,500		0		47,500
Tracey H. Cook		102,500		125,000		227,500
William D. Gehl		163,125		125,000		288,125
Mark J. Gliebe		92,500		125,000		217,500
Mary L. Howell		95,625		125,000		220,625
Jeffrey T. Jackson(5)		58,125		125,000		183,125
Nalin Jain		92,500		125,000		217,500
Linda I. Knoll		91,875		125,000		216,875
Patrick S. Shannon(5)		58,750		125,000		183,750
James Winford		80,625		125,000		205,625
William B. Southern(6)		30,000		0		30,000

Director	Restricted Stock Units		Deferred Stock Awards
Tracey H. Cook		2,976
William D. Gehl		2,976		18,811
Mark J. Gliebe		2,976
Mary L. Howell		2,976
Jeffrey T. Jackson		2,976
Nalin Jain		2,976
Linda I. Knoll		2,976
Patrick S. Shannon		2,976
James Winford		2,976

				Jaco G. van der Merwe
				Age: 52
				Jaco van der Merwe has served as our President & CEO since January 2023. Prior to that, Mr. van der Merwe was the Group President for the Infrastructure Solutions group (since January 2019) after having previously served as Group President — Energy since August 2016. From 1998 until 2016, he held various leadership positions at Epiroc (formerly part of Atlas Copco) including, among others, Vice President Marketing for the Deephole Drilling group (2013 to 2016) and President/General Manager for the Mining and Rock Excavation Customer Center (2010 to 2013). Mr. van der Merwe’s career with Atlas Copco began as a Quality Manager in 1998 and then transitioned to operational and manufacturing excellence for the next 12 years. Prior to joining Atlas Copco, he held various positions at Denel Aviation. Mr. van der Merwe is a naturalized U.S. citizen, originally from South Africa where he completed his Metallurgical Engineering studies at Tshwane University of Technology and a Master of Business Administration from the University of Pretoria. Mr. van der Merwe brings nearly 25 years of experience in quality, sales, marketing, international business, global manufacturing operations, and mergers and acquisitions (including integration). Mr. van der Merwe has a passion for people, customer service and innovation. With this background, proven leadership, and through understanding of our business, Mr. van der Merwe is uniquely qualified to drive us on our Road to Financial Success and Built to Connect journey.

				Mark J. Gliebe
				Age: 64
				Mr. Gliebe is a seasoned, former public-company Chairman and CEO with deep experience in the global manufacturing operations of industrial companies with highly engineered products. Until his retirement in 2019, he served as Chairman and CEO of Regal Beloit Corporation, now Regal Rexnord (NYSE: RRX), a global manufacturer of electrical motors and controls, power generation products and power transmission components. During his eight years as the CEO of Regal Beloit, Mr. Gliebe drove operational excellence from the factory floor up by aligning incentives with performance and accountability. Prior to Mr. Gliebe’s role as CEO, he had served as President and Chief Operating Officer of Regal Beloit from 2005 to 2011. Prior to joining Regal Beloit, he worked at General Electric for 22 years holding various positions of increased responsibility. He has prior public and private governance experience. He was formerly on the board of Spring Window Fashions, an over $1 billion portfolio company of AEA Investors, as well as the boards of Joy Global, Inc. and the National Electrical Manufacturing Association. Mr. Gliebe received his BS in Computer Science degree from Bowling Green State University and his MBA from Cleveland State University. Mr. Gliebe’s depth of public company leadership experience, including his operating expertise and knowledge of complex, multi-billion-dollar global manufacturing operations, prior public company chief executive officer experience, mergers and acquisitions (including integration), and investment banking and capital markets expertise, and corporate governance knowledge provides significant value to the Board and management of the Company.

				Patrick S. Shannon
				Age: 62
				Mr. Shannon served as CFO of Allegion plc (NYSE: ALLE), a leading global provider of security products and solutions with annual revenues in excess of $3 billion, following its spinoff from Ingersoll Rand (NYSE: IR) in 2013 until his retirement in 2022. Prior to his role as CFO at Allegion, Mr. Shannon spent 11 years in various finance roles at Ingersoll Rand. He also previously served as CFO of AGCO Corporation (NYSE: AGCO), a global manufacturer of agricultural equipment, for two years after several years of progressive roles in accounting, controls, and international finance. Prior to AGCO, Mr. Shannon was a Senior Auditor for Arthur Andersen LLC. Mr. Shannon is a two-time public company CFO with deep manufacturing experience. He has extensive experience in M&A transactions, capital markets, strategic planning and operational execution. Over the course of his career, he has led finance transformative initiatives resulting in improved digital tools, data analytics, talent development and employee engagement. Mr. Shannon has earned a reputation as an operational finance leader who thinks strategically about business growth.

Service Description	Amount
Non-Executive Chairman		$	90,000
Lead Director (if appointed)		$	20,000
Audit Committee Chair		$	20,000
Compensation Committee Chair		$	15,000
Nominating and Corporate Governance Committee Chair		$	15,000
Audit Committee Non-Chair Member		$	10,000
Compensation Committee Non-Chair Member		$	7,500
Nominating and Corporate Governance Committee Non-Chair Member		$	7,500

	Name			Class
	Tracey H. Cook			III
	Mary L. Howell			III
	Linda I. Knoll			III

Name	Age	Position(s)
Jaco G. van der Merwe	52	President and Chief Executive Officer
Brian J. Harris	68	Chief Financial Officer
Michael P. Norris	56	Group President — Material Solutions
Barend Snyman	52	Group President — Infrastructure Solutions
E. Terrell Gilbert, Jr.	53	General Counsel, Chief Compliance Officer and Corporate Secretary

				Brian J. Harris
				Age: 68
				Brian Harris has served as our Chief Financial Officer since October 2024. Mr. Harris previously served as Executive Vice President and Chief Financial Officer of Summit Materials, Inc. (NYSE: SUM) (“Summit”), a leading producer of aggregates and cement, from October 2013 to February 2023. Prior to his role at Summit, Mr. Harris served as Executive Vice President and Chief Financial Officer of Bausch + Lomb Corporation (NYSE: BLCO), an eye health products company, from 2009 to 2013. Prior to joining Bausch + Lomb, Mr. Harris held positions in various capacities at the Gates Corporation (NYSE: GTES) from 1996 to 2009. Mr. Harris earned his Bachelor of Accounting degree from Glasgow University. He is also a Scottish Chartered Accountant.

				Michael P. Norris
				Age: 56
				Michael Norris was named Group President of Materials Solutions in November 2023. Previously, he served as Senior Vice President of International & Aftermarket Sales beginning January 2021. Mr. Norris joined the Company in January of 2018 and previously served as Vice President of International from October 2019. Prior to that, Mr. Norris served as VP of Global Aftermarket for Filtec Ltd. for two years. Prior to joining Filtec Ltd., Mr. Norris worked in the Mining and Construction industry for 18 years in various leadership roles in Sandvik Mining & Construction and Boart Longyear. Mr. Norris has a Bachelor of Science in Mechanical Engineering from Auburn University and a Master of Business Administration from Kennesaw State University. Mr. Norris is also active in the community as a board member on a non-for-profit organization, the Bethlehem Center, based in Chattanooga, Tennessee.

				Barend Snyman
				Age: 52
				Ben Snyman joined Astec Industries in July 2023 as Group President — Infrastructure. With over 25 years of experience in the capital equipment mining industry, Ben began his career as an automations engineer in South Africa in underground coal mining. He moved to the United States in 2010 with Komatsu Mining where he held various senior leadership and executive roles in product management, service and supply chain. He most recently served as a strategy executive at Cleaver-Brooks supporting 18 different industries. He holds a degree in Engineering from the University of Pretoria.

				E. Terrell Gilbert, Jr.
				Age: 53
				Terrell Gilbert joined Astec Industries as its General Counsel, Chief Compliance Officer and Corporate Secretary in March 2024. Previously, he served as Deputy General Counsel of Mohawk Industries, Inc. from 2019 to 2024 and as Assistant General Counsel of Beazer Homes USA, Inc. from 2016 to 2019. Prior to that, Mr. Gilbert was a partner in a law firm based in Atlanta, Georgia. Mr. Gilbert has a Bachelor of Arts in Education from Auburn University and a law degree and Master of Business Administration from Georgia State University.

Name	Age	Position(s)
Stephen C. Anderson	61	Senior Vice President, Administration and Investor Relations
Aletheia D. Silcott	42	Chief Human Resources Officer

				Stephen C. Anderson
				Age: 61
				Steve Anderson has served as Senior Vice President of Administration and Investor Relations since 2011 and 2003, respectively. He was Secretary of the Company from January 2007 to December 2020 and [Month] 2023 to March 2024, and Compliance Officer from 2012 to 2020. He has been a Director of Astec Insurance Company since 2007 and served as President from 2012 to 2020. He was Vice President of Astec Financial Services, Inc. from 1999 to 2002. Prior to his employment with the Company, Mr. Anderson spent a combined 14 years in commercial banking with SunTrust and AmSouth banks. Mr. Anderson earned a Master of Business Administration and Bachelor of Science in Management from the University of Tennessee at Chattanooga and is a graduate of the Stonier Graduate School of Banking.

				Aletheia D. Silcott
				Age: 42
				Aletheia Silcott is Astec’s Chief Human Resources Officer and has led the Company’s Human Resource department since February 2023. Prior to that she served as Vice President, Human Resources and Vice President of Finance at Astec Industries. Prior to her employment with the Company, Ms. Silcott was employed with Ernst & Young LLP, where she served as Organizational Effectiveness and Change Management Consultant from 2016 to 2020. Prior to Ernst and Young LLP, Ms. Silcott held a variety of roles with increasing responsibility at AGCO Corporation (NYSE: AGCO) and was the Senior Manager Global Human Resources and Change Management from 2013 to 2015, Chief of Staff to the CEO from 2011 to 2013, and Commercial Controller Europe, Africa and the Middle East from 2010 to 2012 based out of Switzerland. Ms. Silcott earned her Master of Business Administration with a concentration in International Business from Georgia State University and a Bachelor of Science in Finance from Ithaca College.

What we do:		What we don’t do:
	Engage an independent compensation consultant who reports directly to the Compensation Committee		Provide significant perquisites
	Maintain a high percentage of executive pay as “at risk” compensation		Provide guaranteed bonuses or long-term incentive awards
	Align targets for performance-based compensation to shareholder interests		Permit engaging in short-term, hedging or speculative transactions involving Company’s Common Stock
	Maintain meaningful share ownership requirements for executive officers and directors		Provide single-trigger change in control features
	Manage and assess risk in compensation programs annually		Provide gross-up payments to cover personal income taxes or excise tax for payments made in connection with a change of control
	Mitigate undue risk by having a clawback policy with respect to performance-based and time-based compensation
	Annually seek shareholder feedback on our executive compensation

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	Enpro Industries, Inc.			The Shyft Group, Inc.
	Federal Signal Corporation			The Barnes Group
	Greenbrier Companies, Inc.			Wabash National Corporation

Component	Objectives	Key Features
Base Salary	Recognizes market pay information, as well as individual experience, performance and level of responsibility	Reasonable level of fixed compensation designed to attract and retain talent
Annual Cash Incentive	Motivates and establishes a strong link between pay and performance during the year	Variable, at risk compensation directly tied to the achievement of financial and strategic annual goals
Long-term Equity Incentive	Aligns management compensation with creating long-term shareholder value and retains talent through multi-year vesting; Facilitates stock ownership by employees	Time-based restricted stock units (RSUs) and performance-based restricted stock units (PSUs) that vest based on continued employment and satisfaction of performance goals

Executive Officer	Base Salary as of 12/31/23			Percentage Change		Base Salary as of 12/31/24(1)
Mr. van der Merwe		$	725,000		10.3%		$	800,000
Ms. Weyenberg(5)		$	492,800		—			—
Mr. Jonker(2)		$	250,000		10.0%		$	275,000
Mr. Norris		$	415,000		2.9%		$	427,000
Mr. Snyman		$	436,000		3.0%		$	449,000
Mr. Harris(3)			—		—		$	550,000
Mr. Gilbert(4)			—		—		$	400,000

Executive Officer	Target 2023 Incentive (% of Base Salary)		Target 2024 Incentive (% of Base Salary)		Target 2024 Incentive ($)
Mr. van der Merwe		100%		100%		$	800,000
Ms. Weyenberg(1)		70%		70%		$	344,960
Mr. Jonker(2)		40%		40%		$	131,800
Mr. Norris		60%		60%		$	256,200
Mr. Snyman		60%		60%		$	269,400
Mr. Harris(3)		—		70%		$	385,000
Mr. Gilbert(4)		—		50%		$	200,000

Company Performance Goals and 2024 Results
	Weighting		Threshold (50%)			Target (100%)			Maximum (200%)			Actual 2024 Results			Unweighted Actual Payout as a % of Target
Adjusted EBITDA(1)		50%		$	110.4M		$	138M		$	165.6M		$	111.8M		52%
Working Capital Turnover(2)		25%	3.2			4.0			4.8			3.6				77%
Strategy Execution(3)		25%	50%			100%			200%			50%				50%
Weighted Overall Payout % (% of Target)			50%			100%			200%							58.1%

	Time-Based RSUs				PSUs — Adjusted ROIC				PSUs — TSR
	Targeted Award Value ($)		Awards Granted		Targeted Award Value ($)		Awards Granted (at target)		Targeted Award Value ($)		Awards Granted (at target)
Mr. van der Merwe		1,075,000		30,523		537,500		15,261		537,500		15,261
Ms. Weyenberg		343,000		9,739		171,500		4,870		171,500		4,869
Mr. Jonker		65,900		2,320		131,800		355		263,600		355
Mr. Norris		200,000		5,679		100,000		2,840		100,000		2,839
Mr. Snyman		260,000		7,383		130,000		3,691		130,000		3,691
Mr. Harris		400,000		4,145		200,000		2,073		200,000		2,072
Mr. Gilbert		180,000		4,747		90,000		2,374		90,000		2,373