Astec Industries Inc DEF 14A, filed Mar 16, 2023

Astec Industries Inc (ASTE)

DEF 14A 2023-03-16

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Added on June 12, 2026

About this DEF 14A

Astec Industries Inc filed this DEF 14A on March 16, 2023.

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	WHAT:			2023 Annual Meeting of Shareholders of Astec Industries, Inc.
	WHEN:			Tuesday, April 25, 2023 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://www.viewproxy.com/astec/2023/htype.asp. 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 2023 Annual Meeting, please allow ample time for online check-in, which will begin around 9:45 a.m., EDT, on Tuesday, April 25, 2023. If a bank, brokerage firm, or other nominee holds your shares, you should contact that organization for additional information.
	WHY:			We are holding the 2023 Annual Meeting for the following purposes, as more fully described in our proxy statement:
				1. to re-elect to our Board of Directors the four director nominees named herein to serve for their applicable term 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 recommend, on a non-binding, advisory basis, the frequency with which shareholders will vote on a non-binding resolution to approve the compensation of the Company’s named executive officers in future years (Proposal No. 3);
				4. to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the calendar year 2023 (Proposal No. 4); and
				5. to transact such other business as may be properly presented at the 2023 Annual Meeting or any adjournments or postponements thereof.
	RECORD DATE:			Shareholders of record as of the close of business on February 24, 2023 (“Record Date”) are entitled to this Notice and to vote at the 2023 Annual Meeting or at any adjournment or postponement that takes place.
	PROXY VOTING:			On or about March 16, 2023, 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, 2023		3
Questions and Answers About the Proxy Materials and the Annual Meeting		4
Commitment to Environmental and Social Responsibilities		9
ESG 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 I Directors		18
Nominee for Election of Class II Director		19
Continuing Directors Not Standing for Re-Election		20
Retiring Directors Not Standing for Re-Election		23
Corporate Governance, the Board and its Committees		24
Principles of Corporate Governance		24
Independent Directors		24
Board Leadership Structure and Risk Oversight		24
Board’s Role in Succession Planning		25
Board Meetings and Attendance		25
Board Committees		25
Director Nomination Process		26
Anti-Hedging Policy		27
Related Party Transactions		27
Director Compensation		27
Material Terms of Non-Employee Directors Compensation Plan		28
Proposal 1: Election of Directors		29
Executive Officers		30
Senior Officers		32
Compensation Discussion and Analysis		34
Overview		34
Objectives of Our Compensation Program		34

	Page
How We Determine and Assess Executive Compensation		35
Consideration of Last Year’s Advisory Shareholder Vote on Executive Compensation		36
Elements of Our Compensation Program		36
Executive Officer Severance Agreements and Change in Control Severance Plan		39
Other Factors Affecting Compensation		39
Additional Executive Compensation Policies		40
Executive Compensation		41
Summary Compensation Table		41
Grants of Plan-Based Awards for Calendar Year 2022		43
Outstanding Equity Awards at December 31, 2022		44
Option Exercises and Stock Vested in 2022		45
Nonqualified Deferred Compensation for the Year Ended December 31, 2022		46
Potential Payments Upon Termination, Resignation or Change-in-Control		47
Compensation Committee Report		49
Pay Versus Performance Disclosure		50
Equity Compensation Plan Information		56
Proposal 2: Advisory Vote on Executive Compensation		57
Proposal 3: Advisory Vote on the Frequency of Advisory Shareholder Votes on Executive Compensation		58
Proposal 4: 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
Stock Ownership of Certain Beneficial Owners and Management		63
Delinquent Section 16(a) Reports		64
Certain Matters Relating to Proxy Materials and Annual Reports		65
Other Matters		65
Annual Report		65

	Date and Time			Record Date			Location
	April 25, 2023 at 10:00 a.m. EDT			February 24, 2023			This year’s meeting will be a virtual Annual Meeting at https://www.viewproxy.com/astec/2023/htype.asp

	Proposal			Board Recommendation
	1 To re-elect to our Board of Directors the four director nominees named herein to serve for their applicable term 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 vote on a non-binding resolution on the frequency with which shareholders will vote on a non-binding resolution to approve the compensation of the Company’s named executive officers in future years.			FOR “One Year”
	4 To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the calendar year 2023.			FOR

	Proposal	How may I vote?	How does the Board recommend I vote?
1.	The re-election to our Board of Directors of the four director nominees named herein to serve for their applicable term 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.	To recommend, on a non-binding, advisory basis, the frequency with which shareholders will vote on a non-binding resolution to approve the compensation of the Company’s named executive officers in future years.	FOR “One Year,” “Two Years” or “Three Years,” or you may ABSTAIN from voting on the matter.	FOR “One Year”
4.	The ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the calendar year 2023.	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 four director nominees named herein to serve for their applicable term 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. To recommend, on a non-binding, advisory basis, the frequency with which shareholders will vote on a non-binding resolution to approve the compensation of the Company’s named executive officers in future years.			The recommendation that receives the highest number of votes cast will be the frequency recommendation that has been approved by the shareholders.
	4. The ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the calendar year 2023.			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.

	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.

				William D. Gehl
				Age: 76
				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: 53
				Mr. Jain currently serves as President, Digital Electronics 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.

				Jaco G. van der Merwe
				Age: 50
				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: 62
				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.

				James B. Baker
				Age: 77
				James Baker has been a Managing Partner of River Associates Investments, LLC and predecessor entities, a private equity investment fund which partners with management teams in buyouts, divestitures and recapitalizations of lower middle market companies since 2001. From 1993 to 2001, he was a Partner in River Associates, LLC. Mr. Baker was President and Chief Operating Officer (1991-1992) and Senior Vice President (1987-1991) of CONSTAR International, Inc., a plastics container manufacturer. Mr. Baker also formerly served as a director of Wellman, Inc. and US Xpress. Mr. Baker received a B.S. and an M.B.A. from The University of Tennessee at Knoxville. Mr. Baker has been a director of the Company since 2010. Mr. Baker’s strong background in all aspects of executing acquisitions, both in the U.S. and internationally, are valuable to the Company. He also has over 31 years of experience in strategic planning and operating decisions for middle market companies in a variety of industries. Mr. Baker, who serves as one of the financial experts of the Company’s Audit Committee, has a financial background and has had a wide range of experience in financial reporting for publicly-owned companies. He has served as an independent director on the audit committees of two public companies, had primary responsibility for the financial reporting of a public company and also worked with several public companies during his career with Arthur Andersen & Co.

				Glen E. Tellock
				Age: 62
				Glen E. Tellock retired in June 2021 from Lakeside Foods, a privately-held international food processor, where he was President and CEO from May 2016 until his retirement. Previously, he served as the President and CEO of The Manitowoc Company, a manufacturer of construction and food service equipment, from May 2007 until October 2015. He also served as Chairman of the Board of The Manitowoc Company from February 2009 until October 2015. Prior to that, he served as Senior Vice President of The Manitowoc Company beginning in 1999 and President and General Manager of Manitowoc Crane Group beginning in 2002. Prior to joining Manitowoc in 1991, Mr. Tellock served as Financial Planning Manager with the Denver Post Corporation and as Audit Manager with Ernst and Whinney (now Ernst & Young, LLP). Mr. Tellock also currently serves as a director on the board of Badger Meter, Inc. and WEC Energy Group. Mr. Tellock has been a director of the Company since 2006. Mr. Tellock, who serves as one of the financial experts of the Company’s Audit Committee and has previously served as an audit manager of a major accounting firm, provides the Board with extensive knowledge and experience with respect to financial reporting and risk assessment. Accordingly, Mr. Tellock’s depth of public company leadership experience, expertise in managing complex manufacturing operations and knowledge in leading a multi-billion-dollar global company are especially valuable to the Board and management team. In addition, his knowledge of manufacturing and marketing of construction equipment both domestically and internationally provides the Board unique perspective.

Name(1)	Fees Earned Paid in Cash ($)(2)		Stock Awards ($)(3)		Total ($)
James B. Baker		78,016		110,000		188,016
Tracey H. Cook		90,016		110,000		200,016
William G. Dorey		8,016		180,000		188,016
William D. Gehl		130,016		110,000		240,016
Mark J. Gliebe(4)		—		50,932		50,932
Mary L. Howell		85,016		110,000		195,016
Nalin Jain(4)		—		50,932		50,932
Linda I. Knoll(5)		37,500		110,000		147,500
Charles F. Potts		5,000		180,000		185,000
William B. Sansom(6)		13,016		32,500		45,516
William Bradley Southern		80,016		110,000		190,016
Glen E. Tellock		83,016		110,000		193,016

Director	Restricted Stock Units		Deferred Stock Awards
James B. Baker		2,803
Tracey H. Cook		2,803
William G. Dorey		2,803
William D. Gehl		2,803		18,302
Mark J. Gliebe		1,231
Mary L. Howell		2,803
Nalin Jain		1,231
Linda I. Knoll		2,803
Charles F. Potts		2,803		15,414
William Bradley Southern		2,803
Glen E. Tellock		2,803

				Anshu Pasricha
				Age: 43
				Anshu Pasricha has served as General Counsel since October 2020, as General Counsel and Corporate Secretary since December 2020, and as General Counsel, Corporate Secretary & Chief Compliance Officer since June 2021. Prior to his employment with the Company, Mr. Pasricha was an equity shareholder with Koley Jessen, PC, LLO in Omaha, Nebraska, where he specialized in mergers and acquisitions, divestitures, joint ventures, commercial transactions, and provided counsel to his clients on strategic positioning in transactions, restructurings, and in expanding in international markets. Mr. Pasricha began his career in law in New York in 2007, first as an associate with Sullivan & Cromwell LLP, based out of New York and Melbourne, Australia offices, and then with White & Case LLP, based out of its New York office. Mr. Pasricha graduated from SUNY Buffalo with a Master of Science in Electrical Engineering and a Juris Doctor, and also completed graduate coursework in international trade and economic geography. During law school, Mr. Pasricha served as the editor-in-chief of the Buffalo Law Review, and as a judicial intern to the late former Chief United States Judge Donald C. Pogue of the United States Court of International Trade in New York.

				Tracey H. Cook
				Age: 55
				Tracey H. Cook is a Vice President of Fluor Corporation and has been the President of AMECO since 2014. Fluor is a Fortune 500 engineering and construction company and AMECO offerings include construction equipment, tools and scaffolding solutions. Ms. Cook joined Fluor Corporation in 1989 and, beginning in 2001, served as AMECO’s Chief Financial Officer, VP of Regional Operations for North America/Caribbean and Chief Operations Office for the business globally before becoming its President in 2014. In 2021, Ms. Cook led the divestiture of AMECO North America and continues to operate the remaining regional businesses of AMECO 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 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, international business and the construction equipment industry. As a leader at a Fortune 500 engineering and construction company, Ms. Cook is uniquely qualified to provide relevant expertise that is very valuable to the Company as it executes its strategy. Ms. Cook serves as one of the financial experts and is the chair of the Company’s Audit Committee.

				Mary L. Howell
				Age: 70
				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: 62
				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 HR and CSR Committee and is a member of the Governance and Remuneration 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 Bradley Southern
				Age: 63
				William Bradley Southern is the current Chairman of the Board of Directors of Louisiana-Pacific (“LP”), a global leader of high-performance building solutions based in Nashville, Tennessee, where he has also served as Chief Executive Officer and a member of the Board of Directors since 2017. Mr. Southern joined LP in 1999 and led LP’s siding business from 2005 to 2015 before taking the lead for OSB operations, a position he held until he was named Chief Operating Officer in 2016. Mr. Southern began his career with MacMillan Bloedel as a forester, where he held a variety of jobs in forestry, strategic planning, finance, accounting and plant management. He has a B.S. and a master’s degree in Forest Resources, both from the University of Georgia. Mr. Southern has been a director of the Company since 2018. Mr. Southern brings to the Company more than 20 years of experience in the building materials manufacturing industry, including five years as CEO of a high-performance building solutions company. The Company benefits from his strong focus on operational execution and his fresh insights and perspective as the Company continues to execute its strategic plan to accelerate growth, improve profitability and drive shareholder value.

				William G. Dorey
				Age: 78
				William G. Dorey served as Director, President and Chief Executive Officer of Granite Construction Incorporated from 2004 until his retirement from employment in 2010. Mr. Dorey continued to serve as a Director of Granite Construction until June 2017. Granite Construction is a publicly traded heavy civil contractor engaged in the construction and improvement of roads, mass transit facilities, airport infrastructure, bridges, dams and other infrastructure-related projects and the production of sand, gravel and asphalt concrete and other construction materials. Mr. Dorey started his career with Granite Construction in 1967 and held numerous positions over his 42 years with the company. Mr. Dorey has also served in various industry leadership roles, including founding Chairman of the Construction Industry Ethics and Compliance Initiative (CIECI) Steering Committee, trustee of the Norman Y. Mineta International Institute for Surface Transportation Policy Studies, member on the Construction Industry Round Table (CIRT), director of the California Chamber of Commerce, and director of the California Business Roundtable. Mr. Dorey served as a Director of the Company since 2011.

				Charles F. Potts
				Age: 78
				Charles F. Potts is the Chairman of the Board of Heritage Construction and Materials, a provider of construction materials and services that operates in the Midwest United States and China. He previously served as Chief Executive Officer of Heritage Construction and Materials from 2003 thru 2012. Prior to joining Heritage Construction and Materials, Mr. Potts was employed as an executive officer of Ashland, Inc., where he served as President of APAC Inc. and Senior Vice President of Ashland Inc. Mr. Potts also served as the Director of Construction of the Florida Department of Transportation for 18 years. Mr. Potts has previously served as the Chairman of the Board of the National Center for Asphalt Technology, the International Center for Aggregates Research and the American Road and Transportation Builders Association. Mr. Potts served as a Director of the Company since 2014.

Service Description	Amount
Non-Executive Chairman		$	75,000
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 member		$	10,000
Compensation Committee member		$	7,500
Nominating and Corporate Governance Committee member		$	7,500

	Name			Class
	William D. Gehl			I
	Mark J. Gliebe			II
	Nalin Jain			I
	Jaco G. van der Merwe			I

Name	Age	Position(s)
Jaco G. van der Merwe	50	President and Chief Executive Officer
Rebecca A. Weyenberg	59	Chief Financial Officer
Anshu Pasricha	43	General Counsel, Corporate Secretary & Chief Compliance Officer
Timothy A. Averkamp	51	Group President

				Jaco G. van der Merwe
				Age: 50
				Jaco G. van der Merwe has served as our President & CEO since January 2023. Prior to that, Mr. van der Merwe was a Group President (since January 2019) after having previously served as Group President — Energy since August 2016. From 1998 until 2016, he held various leadership positions at Epiroc (formerly part of Atlas Copco) including, among others, Vice President Marketing for the Deephole Drilling group (2013 to 2016) and President/General Manager for the Mining and Rock Excavation Customer Center (2010 to 2013). Mr. van der Merwe’s career with Atlas Copco began as a Quality Manager in 1998. Prior to joining Atlas Copco, he held various positions at Denel Aviation. 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.

				Rebecca A. Weyenberg
				Age: 59
				Rebecca A. Weyenberg has served as Chief Financial Officer since December 2019. From 2017 to 2019, she served as Vice President of Global Finance Operations for Welbilt, Inc. (NYSE: WBT). Prior to her work with Welbilt, she served as Chief Financial Officer and Assistant General Manager for Berkeley Hall Club, a premier golf club in Bluffton, South Carolina, from 2015 to 2017. Previously, she served as Vice President, Global Processes, Standards and Shared Services from 2010 to 2015 and as Vice President Finance, North American Region with AGCO Corporation (NYSE: ACGO), from 2006 to 2010.

				Timothy A. Averkamp
				Age: 51
				Timothy A. Averkamp has served as a Group President since November 2020. Upon joining Astec in November 2019, he was appointed Group President, Construction Machinery Solutions. Prior to joining Astec Industries, he worked for Deere & Company for 22 years in various leadership positions. His positions included President of the Transaxle Manufacturing of America Joint Venture (JV) business between Deere and Yanmar/Kanzaki, Director of Business Partner Integration (BPI) over Deere’s JV businesses with Hitachi Construction Equipment Company, Director BPI over the partnership businesses with Bell Equipment, Engineering Manager Advanced R&D (Construction/Forestry Equipment), Product Marketing Manager, amongst other technical and commercial positions. Mr. Averkamp has a Bachelor of Science in Mechanical Engineering from the University of Wisconsin-Platteville and a Master of Business Administration from the University of Dubuque.

Name	Age	Position(s)
Stephen C. Anderson	59	Senior Vice President, Administration and Investor Relations
Michael Norris	54	Senior Vice President, International and Aftermarket Sales
Jamie E. Palm	45	Vice President, Chief Accounting Officer and Corporate Controller
Aletheia D. Silcott	40	Global Vice President, Human Resources

				Stephen C. Anderson
				Age: 59
				Stephen C. Anderson has served as Senior Vice President since 2020 and has overseen the Administrative and Investor Relations functions since 2011 and 2003, respectively. He was Secretary to the Board of Directors from January 2007 to December 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 graduated from the Stonier Graduate School of Banking and has a Bachelor of Science in Business Management and a Master of Business Administration degree from University of Tennessee, Chattanooga.

				Michael Norris
				Age: 54
				Michael Norris has served as Senior Vice President of International & Aftermarket Sales since January 2021. Mr. Norris joined the Company in January of 2018 and previously served as Vice President of International from October 2019. Prior to that, Mr. Norris served as VP of Global Aftermarket for Filtec Ltd. for two years. Prior to joining Filtec Ltd., Mr. Norris worked in the Mining and Construction industry for 18 years in various leadership roles in Sandvik Mining & Construction and Boart Longyear. 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.

				Jamie E. Palm
				Age: 45
				Jamie E. Palm has served as Vice President, Chief Accounting Officer and Corporate Controller since November 2020. Prior to her employment with the Company, Ms. Palm was employed by ConnectWise, LLC, where she served as Vice President, Controller since June 2020. From March 2019 to June 2020, Ms. Palm served as Vice President, Corporate Controller and Chief Accounting Officer at Welbilt, Inc. (NYSE: WBT), and as Vice President, Corporate Controller from September 2017 to March 2019. Prior to Welbilt, Inc., Ms. Palm was Assistant Controller at Quality Distribution, Inc., from February 2017 to September 2017. She held financial reporting and finance roles of increasing responsibility with Bloomin’ Brands, Inc. (NASDAQ: BLMN), from 2012 to 2017 and was the Finance Director at Syniverse Technologies LLC, from 2009 to 2012. Ms. Palm began her career in public accounting at Ernst & Young LLP, where she worked from 2002 to 2009. Ms. Palm earned a Master of Accountancy degree and a Bachelor of Arts degree in accounting from the University of South Florida and is a certified public accountant.

				Aletheia D. Silcott
				Age: 40
				Aletheia D. Silcott has served as Global Vice President, Human Resources 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 began her career at Ernst & Young LLP, as a Business Risk Services Consultant. 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 compensation
	Periodically, and at least annually, seek shareholder feedback on our executive compensation

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