CMCO 8-K
Columbus Mckinnon Corp (CMCO)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(b), (c) and (e) On July 1, 2026, Gregory P. Rustowicz was separated as the Executive Vice President of Finance and Chief Financial Officer of Columbus McKinnon Corporation (the “Company”), effective July 1, 2026. Mr. Rustowicz’s separation constitutes a termination of employment by the Company other than for cause in connection with a change in control under the terms of the Change in Control Agreement entered into between the Company and Mr. Rustowicz in 2011 (the “CIC Agreement”), resulting in the severance pay and benefits becoming due and payable to Mr. Rustowicz as provided for therein. Mr. Rustowicz’s separation from employment was unrelated to any concerns or disagreements regarding the Company’s accounting or financial reporting policies or practices, financial statement disclosures or internal controls.
In connection with this separation, the Company and Mr. Rustowicz entered into a Separation and Release Agreement, dated July 1, 2026 (the “Separation and Release Agreement”) pursuant to which (i) the parties memorialized that the severance pay and benefits provided for under the CIC Agreement are due and payable to Mr. Rustowicz in connection with his separation, (ii) Mr. Rustowicz agreed not to disclose any proprietary and confidential information of the Company and (iii) Mr. Rustowicz provided a general release of claims in favor of the Company. Under the terms of the Separation and Release Agreement, Mr. Rustowicz may revoke the Separation and Release Agreement for a period of seven days after July 1, 2026, the date Mr. Rustowicz executed the Separation and Release Agreement. The Separation and Release Agreement will not become effective and enforceable until the seven-day revocation period has ended without Mr. Rustowicz’s revocation of the Separation and Release Agreement. The foregoing description of the terms and conditions of the Separation and Release Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Separation and Release Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
In connection with the separation of Mr. Rustowicz, the board of directors of the Company (the “Board”) appointed John R. Linker, age 51, as the Company’s new Executive Vice President and Chief Financial Officer effective July 1, 2026. Mr. Linker has more than two decades of value creation focused financial leadership across publicly traded and private equity-backed global industrial and manufacturing businesses. Most recently, Mr. Linker served as Chief Financial Officer of Husky Technologies Limited (“Husky”) from October 2023 until March 2026. Prior to his position with Husky, Mr. Linker served as Executive Vice President and Chief Financial Officer and Chief Operations Officer of Serta Simmons Bedding LLC from April 2022 and 2023, respectively, until joining Husky in October 2023 and, prior to that, as an executive at JELD-WEN Holding, Inc. from 2012 to 2022 where he held leadership positions including Executive Vice President and Chief Financial Officer from November 2018 until March 2022. Mr. Linker will also be appointed as the Company’s principal financial officer following the filing of the Company’s Quarterly Report on Form 10-Q for the quarterly period ending June 30, 2026. There are no understandings or arrangements with any person pursuant to which Mr. Linker was appointed as the Company’s Executive Vice President of Finance and Chief Financial Officer, and he is not party to any related party transaction required to be reported pursuant to Item 404(a) of Regulation S-K.
In connection with his appointment as Executive Vice President and Chief Financial Officer, the Company and Mr. Linker have executed an offer letter, dated July 1, 2026 (the “Offer Letter”). Pursuant to the Offer Letter, Mr. Linker will be paid an annual base salary of $600,000 and will be eligible to participate in the Company’s Annual Incentive Plan with a target bonus opportunity of 70% of base salary (which bonus amount, if earned, will be prorated in fiscal 2027 based upon Mr. Linker’s start date of July 1, 2026). The Offer Letter also states that Mr. Linker will (i) be eligible for long-term equity incentive awards with a target value of 165% of base salary, beginning with an award to be granted in fiscal 2027 and (ii) receive a special performance-based synergy incentive award, that will be cash settled, with a target amount equal to 50% of his long term incentive opportunity, which special performance-based synergy incentive award is scheduled to vest, based upon performance against established run rate net cost synergy realization targets, in fiscal 2029. The Offer Letter also provides that Mr. Linker will participate in the Company’s change in control and executive severance programs and will be eligible for employee benefits and executive perquisites consistent with those provided to other senior executives of the Company. The foregoing description of the terms and conditions of the Offer Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Offer Letter, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.
In addition, the Board appointed Thomas Oddo, age 46, the Company’s current Vice President and Corporate Controller, as the Company’s Chief Accounting Officer, principal accounting officer and interim principal financial officer, effective as of July 1, 2026. Mr. Oddo initially joined the Company in 2010, became the Company’s Corporate Controller in 2016, and has most recently served as the Company’s Vice President and Corporate Controller since 2022. Prior to joining the Company, Mr. Oddo served as the Audit Manager with Deloitte. In consideration of his promotion, the target value of
Mr. Oddo’s long-term equity incentive award will increase by 10% from 50% of base salary to 60% of base salary. There are no understandings or arrangements with any person pursuant to which Mr. Oddo was appointed as the Company’s Chief Accounting Officer, principal accounting officer or interim principal financial officer, and he is not party to any related party transaction required to be reported pursuant to Item 404(a) of Regulation S-K.
| Item 7.01 | Regulation FD Disclosure. |
On July 1, 2026, the Company issued a press release announcing the Chief Financial Officer transition described above, a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in this Item 7.01 and the exhibit attached to this Current Report on Form 8-K as Exhibit 99.1 are being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section nor shall they be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly stated by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| EXHIBIT NUMBER |
DESCRIPTION | |
| 10.1 | Separation and Release Agreement, dated July 1, 2026, by and between the Company and Gregory P. Rustowicz. | |
| 10.2 | Offer Letter, dated July 1, 2026, between the Company and John Linker. | |
| 99.1 | Press Release, dated July 1, 2026. | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| COLUMBUS McKINNON CORPORATION | ||
| By: | /s/ Alan S. Korman | |
| Name: | Alan S. Korman | |
| Title: | Senior Vice President, General Counsel, Corp. Development and Secretary | |
Dated: July 1, 2026
Exhibit 10.1
EXECUTION VERSION
SEPARATION AND RELEASE AGREEMENT
This Separation Agreement and Release (“Agreement”) is entered into by and between Gregory P. Rustowicz (“you” or “your”) and Columbus McKinnon Corporation, a New York corporation (“Company”). You and Company may be referred to herein individually as a “Party” and collectively as the “Parties.”
1. Employment Separation. Your employment with Company ends on July 1, 2026 (“Separation Date”). You will be paid for all outstanding wages earned through and including the Separation Date, which will be paid on the next regular payday, or as required by law. After the Separation Date, you will not represent to others that you are an employee, agent, or representative of Company or any Releasee (as defined below) for any purpose.
2. Separation Benefits. If you timely execute, do not revoke, and comply with this Agreement and all other obligations under other agreements previously entered into with the Company, including but not limited to previously executed Non-Disclosure Agreements, Company will provide you with the following (collectively, the “Separation Benefits”):
a. Change in Control Agreement Benefits. Subject to Section 4(vi) of the Change in Control Agreement (as defined below) and any other relevant terms and conditions set forth in the Change in Control Agreement, Company confirms that on or before August 1, 2026 it will provide you with the severance pay and other benefits provided for in Section 4(iii) of that certain Change in Control Agreement entered into between the Parties in 2024 (the “Change in Control Agreement”) pursuant to a termination of your employment by the Company without cause in connection with a change in control of the Company; provided, however, that, notwithstanding the foregoing, any amount payable to you under the Columbus McKinnon Corporation Deferred Compensation Plan that is subject to a six month payment delay pursuant to Section 409A (as defined herein) shall be paid to you after such payment delay period has run in full.
b. Reimbursement of Attorney’s Fees. The Company shall reimburse you for reasonable attorneys’ fees and costs actually incurred by you in connection with the review and negotiation of this Agreement, up to a maximum of Ten Thousand Dollars ($10,000) (the “Fee Cap”). To receive reimbursement, you shall submit to the Company documentation reasonably evidencing such fees and costs within thirty (30) days following the Separation Date. The Company shall make payment within thirty (30) days after receipt of such documentation.
c. Outplacement Services. You have informed the Company that you do not intend to utilize the outplacement services of up to Twenty-Five Thousand Dollars ($25,000) provided under the Change in Control Agreement. In lieu of those services, and as additional consideration for your execution of this Release, the Company will pay you a cash amount of $25,000, subject to applicable tax withholding, on or before August 1, 2026.
d. Unemployment Benefits. Company will not request a hearing on any claim for unemployment benefits that you may file in connection with your separation from employment with Company. However, nothing herein will restrict Company or any of its agents from providing truthful and complete information in response to any request from the North Carolina Department of Commerce (“NCDOC”) in connection with any hearing, subpoena, or appeal regarding any claim for unemployment benefits you may file. You acknowledge that unemployment benefit eligibility determinations are made solely by the NCDOC and Company will not be responsible for such determinations.
3. General Release.
a. In exchange for the Separation Benefits and other good and valuable consideration, the sufficiency of which you acknowledge, you, on behalf of yourself and your heirs, executors, personal representatives, successors, and assigns (each a “Releasor” and collectively the “Releasors”) hereby release and forever discharge Company and all of its current and former parents, related companies, subsidiaries, and affiliates, and each of these entities’ current and former employees, officers, owners, directors, members, partners, agents, insurers, contractors, attorneys, successors, and assigns, in both their individual and official capacities (each a “Releasee” and collectively “Releasees”), of and from any and all claims, complaints, demands, actions, causes of action, suits, rights, debts, obligations, judgments, damages, entitlements, liabilities, and expenses (including attorneys’ fees), of any kind or nature whatsoever (collectively, “Claims”) that any Releasor now has or ever had against any Releasee, whether known or unknown, suspected or unsuspected, or concealed or apparent (the Claims released by this Section 3 may collectively be referred to as the “Released Claims”).
b. For the avoidance of doubt, and without limiting the broad nature of the Released Claims, this Agreement releases each of the Releasees from any and all Claims: (1) related to your employment with Company or any other Releasee, and the termination of such employment; (2) arising under any law relating to employment, including, but not limited to (all as amended and including any respective implementing regulations), Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, the Family and Medical Leave Act of 1993, the Age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act of 1990, the Worker Adjustment and Retraining Notification Act of 1988, the Equal Pay Act of 1963, the Genetic Information Nondiscrimination Act of 2008, the Civil Rights Act of 1866 (42 U.S.C. §§ 1981–1988), the Immigration Reform and Control Act of 1986, the Employee Retirement and Income Security Act of 1974 (“ERISA”), the Families First Coronavirus Response Act of 2020, the Coronavirus Aid, Relief, and Economic Security Act of 2020, the American Rescue Plan Act of 2021, the Fair Credit Reporting Act, the North Carolina Employment Practices Act, the North Carolina Retaliatory Employment Discrimination Act, the North Carolina Persons with Disabilities Protection Act, North Carolina’s laws prohibiting Discrimination Against Persons with Sickle Cell Trait, Discrimination Based Upon Genetic Testing and Information, Discrimination Based Upon Use of Lawful Products, Discrimination Based Upon AIDS or HIV Status, Jury Service Discrimination, and Military Service Discrimination, and any and all state and local laws that may be legally waived; (3) for wages, wage supplements, bonuses, commissions, incentive compensation, vacation, paid time off, severance pay (except as expressly provided in this Agreement or in the Change in Control Agreement), or any other form of compensation that may be legally waived; (4) arising under any employee benefit plan, policy, or practice; (5) arising under tort, contract, or quasi-contract law, including but not limited to claims of negligence, breach of an expressed or implied contract, tortious interference with contract or prospective business advantage, breach of the covenant of good faith and fair dealing, promissory estoppel, quantum meruit, detrimental reliance, retaliation, violation of public policy, invasion of privacy, nonphysical injury, personal injury or sickness or any other harm, constructive termination, wrongful or retaliatory discharge, fraud, concealment, defamation, slander, libel, false imprisonment, negligent misrepresentation, or negligent or intentional infliction of emotional
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distress; (6) for monetary or equitable relief, including but not limited to attorneys’ fees, back pay, front pay, reinstatement, compensatory or punitive damages, liquidated damages, experts’ fees, medical fees or expenses, costs or disbursements; and (7) arising under any other foreign, federal, state, or local law, statute, amendment, rule, regulation, order, code, common law, policy, ordinance, guideline, or court decision. The identification of specific statutes in this release is for purposes of example, and the omission of any specific statute or law shall not be construed to limit the scope of Released Claims. Except as set forth in Section 3 of this Agreement, you agree not to file a lawsuit or administrative claim asserting any Released Claim.
c. Notwithstanding anything to the contrary, the Released Claims do not include any claim: (1) to enforce this Agreement; (2) that arises exclusively after the date you execute this Agreement; (3) to vested rights under any of Company’s employee benefit plans governed by ERISA; (4) for COBRA benefits; or (5) that cannot be released under law, such as claims for statutory unemployment benefits or workers’ compensation benefits.
4. Return of Company Property. You represent and warrant that you have returned, or will return within thirty (30) days of the Separation Date, to Company all of Company’s property in your possession, custody, or control, whether created by you or others, including but not limited to, identification cards or badges, uniforms, access codes, keys, electronic devices, and electronically stored or physical documents and files.
5. Confidentiality.
a. Definition of Confidential Information and Acknowledgements.
1. You understand and acknowledge that during the course of employment with Company, you had access to confidential, secret, and proprietary documents, materials, data, and other information, in tangible and intangible form, of and relating to Company, its parents, subsidiaries, and other affiliates (together with Company, the “Company Group”), and their existing and prospective partners, clients, customers, suppliers, vendors, and other associated third parties (“Confidential Information”). You further understand and acknowledge that this Confidential Information, as well as the ability of Company to reserve this Confidential Information for its exclusive knowledge and use, is of great competitive importance and commercial value to Company, and that your improper use or disclosure of Confidential Information will cause irreparable harm to Company for which remedies at law will not be adequate and may also cause Company to incur financial costs, loss of business advantage, liability under confidentiality agreements with third parties, civil damages, and criminal penalties.
2. For purposes of this Agreement, “Confidential Information” includes all information not generally known to the public disclosed to you by Company or any member of the Company Group or of which you become aware in connection with your employment with Company, in spoken, printed, electronic, or any other form or medium, relating, directly or indirectly, to: commercial, technical, financial, asset, accounting, business, legal, product, or market-related information, including, without limitation, trade secrets, business processes, plans, practices, methods, policies, techniques, and strategies, marketing materials, revenue information, expense information, grant or other funding information, and credit information; ideas (whether patentable or not), concepts, discoveries, developments, inventions, specifications, research, formulae, know-how, and other intellectual property; agreements, transactions, potential transactions, negotiations, and pending negotiations; client, customer,
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supplier, partner, debtor, and creditor information, including, but not limited to, lists, preferences, histories, and confidential or propriety information thereof; internal controls and security procedures; and information belonging to a third party that is subject to a duty of confidentiality on the part of Company. Confidential Information does not include information that is generally available in the public domain, provided that such availability is not the direct or indirect fault of yourself or any person(s) acting on your behalf. Confidential Information also does not include wages, benefits, or other terms and conditions of employment to the extent you have a protected right to disclose such information.
3. You understand that the above list is not exhaustive, and that Confidential Information also includes other information that marked or otherwise identified as confidential or proprietary, or that would otherwise appear to a reasonable person to be confidential or proprietary in the context and circumstances in which the information is known or used. Your obligations under this Agreement with regard to any particular Confidential Information commence when you first had access to such Confidential Information (whether before or after you begin employment with Company, and whether before or after you signed this Agreement) and shall continue in perpetuity until such time as such Confidential Information has become public knowledge other than as a result of a breach of this Agreement by you or those acting on your behalf.
b. Disclosure and Use Restrictions; Permitted Disclosures.
1. You covenant and agree to: (A) treat all Confidential Information as strictly confidential; (B) not to directly or indirectly disclose, publish, communicate, disseminate, or otherwise make available Confidential Information, or allow Confidential Information to be disclosed, published, communicated, disseminated, or otherwise made available, in whole or part, to any other entity or person without the prior consent of an authorized officer acting on behalf of Company in each instance (and then, such disclosure shall be made only within the limits and to the extent of such consent); and (C) (i) not improperly access or use any Confidential Information, (ii) not improperly copy any documents, records, files, media, or other resources containing any Confidential Information, and (iii) not remove any such documents, records, files, media, or other resources from the premises or control of Company or the Company Group. [Your obligations under this Section 5 are in addition to, not in replacement of, those Non-Disclosure Agreements previously executed, which you hereby reaffirm and which will continue in full force and effect in accordance with their terms.
2. Nothing in this Agreement or the previously executed Non-Disclosure Agreements shall be construed to prevent disclosure of Confidential Information to the extent required by applicable law or regulation, or pursuant to the valid order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation, or order. Except where inconsistent with law, you will promptly provide written notice of any such order to an authorized officer of Company. Nothing in this Agreement prohibits or restricts you (or your attorney) from initiating communications directly with, responding to an inquiry from, or providing testimony before the Securities and Exchange Commission, any self-regulatory organization, or any other federal or state regulatory authority, or from seeking and obtaining any whistleblower award to which you may be entitled under applicable law or regulations.
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3. Notwithstanding any other provision of this Agreement or the previously executed Non-Disclosure Agreements, you will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that is made: (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney and solely for the purpose of reporting or investigating a suspected violation of law; or (B) in a complaint or other document that is filed under seal in a lawsuit or other proceeding. If you file a lawsuit for retaliation by Company for reporting a suspected violation of law, you may disclose Company’s trade secrets to your attorney and use the trade secret information in the court proceeding if you file any document containing the trade secret under seal and do not disclose the trade secret, except pursuant to court order.
6. Non-Disparagement. You agree to refrain from making negative, derogatory, and/or defamatory statements, whether verbal or written, about the Releasees. This includes criticism of the Company or its management philosophies, direction, or values. The Company shall not, and shall instruct its executive officers to not, make negative, derogatory, and/or defamatory statements, whether verbal or written about you.
7. Further Continuing Duties. You shall reasonably cooperate (with due regard to your professional and personal commitments) with the Company in its defense or prosecution of litigation, administrative charges or hearings and related matters with respect to issues arising during your tenure with the Company, as may be required by the Company in connection with any formal or informal state, local, and/or federal administrative, governmental or judicial matter or investigation by or of the Company. The Company will reimburse you for any time spent for such cooperation at the rate of $250 an hour, and further pay reasonable costs (meals, travel, lodging, etc.) incurred in connection therewith.
8. No Admission. The making of this Agreement is not, and may not be construed or represented as, an admission that Company or any Releasee has violated any law or has committed any wrong against you or any other person or entity.
9. Severability. If any provision of this Agreement is found by a court or administrative agency to be illegal or unenforceable, it will be modified to the minimum extent necessary to make it lawful and enforceable to carry out the intent and agreement of the Parties, and as so modified, it, together with the remainder of this Agreement, will remain in full force and effect. If such provision cannot be so modified, it will be severed from this Agreement, this Agreement will be construed as if the provision had not been set forth in it, and the remainder of this Agreement will remain in full force and effect.
10. Protected Rights. This Agreement does not preclude you from filing a charge with or participating in any investigation or proceeding conducted by the Occupational Safety and Health Administration, the Equal Employment Opportunity Commission, the National Labor Relations Board, the North Carolina Civil Rights Division, the Securities and Exchange Commission or any other government agency charged with enforcement of any law (each a “Government Agency”) to the extent you have a protected right to do so. However, in view of the consideration provided to you under this Agreement, you waive and release any right to recover any monetary damages as a result of such investigation, proceeding, or charge to the fullest extent permitted by law. Notwithstanding the foregoing, this Agreement does not limit your right to receive an award from a Government Agency for information provided to the Government Agency.
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11. Third Party Claims. You represent and warrant that you alone are entitled to the Separation Benefits, and agree that any claim to such amounts by any other person or entity by reason of any claim, lien, or debt of yours or otherwise shall be your responsibility, and that you will hold harmless, indemnify, and defend each of the Releasees from any claim or action brought by any person or entity against any of the Releasees making any claim to all or part of the Separation Benefits.
12. Section 409A Compliance. It is intended that any payments and benefits provided for by this Agreement either be exempt from or compliant with Section 409A of the Internal Revenue Code (“Section 409A”), and this Agreement will be interpreted in accordance with this intent. Notwithstanding any other provision of the Agreement, if it is determined that you are a “specified employee” (within the meaning of Section 409A) and that any amount or benefit payable under the Agreement (i) is subject to Section 409A and (ii) is payable solely because you incurred a “separation from service” (within the meaning of Section 409A), then such amount or benefit will be subject to delayed payment in accordance with Section 14 of the Change in Control Agreement. Notwithstanding any other provision of this Agreement, neither Company nor any other Releasee make any representation that the payments and benefits provided for by this Agreement are exempt from or compliant with Section 409A, and neither Company nor any other Releasee will be liable to you or any other person for any adverse tax consequences under Code Section 409A or any other provision of the Internal Revenue Code.
13. Voluntary and Knowing Acknowledgments. You acknowledge, affirm, and agree that:
a. You have read the Agreement in its entirety, understand its terms and its legal and binding effect, and are acting voluntarily, knowingly, and of your own free will in executing it.
b. The Separation Benefits to be provided to you under this Agreement: (1) exceeds anything of value to which you would otherwise be entitled in the absence of this Agreement; (2) fully and completely resolves any and all claims you and any attorney you may have retained may have against Company or any other Releasee for attorney’s fees, costs, disbursements, and the like; and (3) is sufficient consideration for your promises under this Agreement.
c. You have been advised by Company in this writing to consult with an attorney of your choice before signing this Agreement and have done so to the extent you desired.
d. You have had a reasonable period of time of 21-calendar days to consider the terms of this Agreement. You may elect to execute this Agreement before the end of such 21-calendar day period and, if you do so, you represent and warrant that your decision to do so was made knowingly, voluntarily, and with the understanding that you could have had the opportunity to consider this Agreement for the entire 21-day calendar period, except that you may not execute this Agreement before close of business on the Separation Date and any effort by you to do so will be null, void and of no effect.
e. Any changes to this Agreement made after the date it is first given to you, whether they are material or immaterial, do not restart the 21-calendar day period. You have until the end of such 21-calendar day period to deliver an executed copy of this Agreement via email to [email protected].
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f. You will have seven (7) days after signing this Agreement to revoke your acceptance by delivering written notice of such revocation via email to [email protected] before the end of the seven (7) day period. In the event of such a revocation by you, this Agreement shall be null and void and Company will have no obligations under it.
g. This Agreement shall not become effective until the eighth (8th) day after you sign it, provided that you have not exercised your right to revoke, and the date this Agreement becomes effective under this subsection (g) shall be the “Effective Date” of this Agreement. No payments due to you under this Agreement will be made before the Effective Date.
h. You have: (1) been paid in full for all work performed for Company and any other Releasee, except with respect to wages that have not yet become payable under Company’s normal payroll schedule; (2) received all leave (paid or unpaid), compensation, wages, bonuses, commissions, and/or benefits to which you may be entitled, except as specifically provided in this Agreement; and (3) not been treated differently by any Releasee for any impermissible purpose, including but not limited to sex, race, color, religion, creed, age, disability, or protected conduct.
i. Nothing in this Agreement shall be deemed or construed as an express or implied policy or practice of Company or any other Releasee to provide severance, separation pay, or other benefits to any other individuals.
j. The restrictions contained in Section 5 of this Agreement are reasonable and necessary to protect Company’s legitimate business interests and are a material inducement for Company to provide you with the Separation Benefits under this Agreement. A violation of Section 5 of this Agreement is a material breach of this Agreement and may be enforceable by termination of the Separation Benefits, injunctive relief, an award of damages, a combination thereof, or any other lawful remedy or remedies.
14. Entire Agreement. This Agreement, together with the Change in Control Agreement sets forth the entire agreement between the Parties hereto and fully supersedes any prior or contemporaneous agreements or understandings between the Parties, except as otherwise noted herein.
15. Miscellaneous. This Agreement will be governed and construed in accordance with laws of the State of North Carolina, without regard to conflict of law principles. Each of the Parties to this Agreement consents to submit to the personal jurisdiction and venue of the federal and state courts in Mecklenburg County, North Carolina in any action or proceeding arising out of or relating to this Agreement and specifically waives any right to attempt to deny or defeat personal jurisdiction of such courts by motion or request for leave from any such court. Each of the Parties further waives any right to seek change of venue from such courts due to inconvenient forum or other similar justification and will pay to the other Party the costs associated with responding to or otherwise opposing any motion or request for such relief. This Agreement constitutes the entire agreement between you and Company with respect to the subject matter hereof and supersedes any prior written or oral agreements and understandings between the Parties regarding such subject matter, except that the previously executed Non-Disclosure Agreements will continue in accordance with its terms. This Agreement may be modified only by written agreement signed by
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you and Company. Company may assign this Agreement at any time. You may not assign this Agreement or any part hereof and any purported assignment by you will be null, void and of no effect from the initial date of purported assignment. No waiver by either Party of any breach of this Agreement by the other Party may be deemed a waiver of any other breach, nor may a Party’s failure of or delay in exercising any right, power, or privilege under this Agreement operate as a waiver of that or any other right, power, or privilege.
[Signature Page Follows]
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IN WITNESS WHEREOF, the Parties have voluntarily, and with full knowledge and understanding of its contents, executed this Agreement.
| Columbus McKinnon Corporation | Gregory P. Rustowicz | |||||
| By: | /s/ Alan S. Korman |
|
/s/ Gregory P. Rustowicz | |||
| Name: |
Alan S. Korman |
|||||
| Title: | Senior Vice President, General Counsel, |
|||||
| Corp. Development and Secretary | ||||||
| Date: July 1, 2026 | Date: July 1, 2026 | |||||
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Exhibit 10.2
Columbus McKinnon Corporation | 13320 Ballantyne Corporate Place Suite D, Charlotte, NC 28277 | P 716.689.5400 |
Via Email
July 1, 2026
John Linker
Charlotte, NC
Dear John:
We are pleased to extend to you an offer to join Columbus McKinnon as our Executive Vice President, Finance and Chief Financial Officer, reporting directly to David Wilson, Chief Executive Officer. Your proven leadership, financial and operational acumen, and strategic perspective make you exceptionally well suited to guide our organization through its next phase of growth and transformation. In this role, you will be a key member of the executive leadership team, responsible for shaping our financial strategy, strengthening operational discipline, realizing our integration and synergy objectives and supporting long-term value creation for our stakeholders.
In this capacity, you will oversee all financial operations, including financial planning and analysis, accounting, treasury, tax, and investor relations, while ensuring strong governance, compliance, and risk management practices. You will partner closely with the executive team and David, aligned with the Board of Directors, to drive strategic initiatives, evaluate growth opportunities, and optimize capital allocation. Your leadership will be instrumental in executing our strategy, improving the company’s financial and operational performance, maintaining transparency, enhancing consistency, and positioning the organization for sustainable long-term profitable growth and success.
Your compensation for this role is designed to be competitive and aligned with both market practice and the Company’s pay-for-performance philosophy. In addition, you will be eligible to participate in the Company’s comprehensive benefits programs and executive offerings. Further details regarding each component of your compensation and benefits package are outlined in the sections that follow.
Compensation
Subject to any applicable tax and withholdings, your total compensation is divided into three components: Base salary, Annual Incentive Plan (AIP) and Long-Term Incentive Plan (LTIP). You will be compensated bi-weekly at a gross rate of $23,076.92 (annualized at $600,000.00). Merit increases are approved during the May Board meeting with a July 1 effective date. Your first merit increase eligibility will be July 2027.
You will participate in AIP at a target of 70% of your annual base compensation. AIP is not guaranteed, but rather is based on overall company and individual performance relative to planned targets. AIP payments are subject to final Board approval. For the fiscal year beginning April 1, 2026 (FY27), your AIP will be comprised of three measures. The first is Consolidated EBITDA with a 37.5% weight, the second is Consolidated Free Cash Flow with a 37.5% weight and the third is a Strategic Goal with a 25% weight. The FY27 AIP payout will be prorated based on the effective date of your new role.
You will also participate in the Columbus McKinnon Long-Term Incentive Program (LTIP) at a target level of 165% of your base salary. The Company’s Human Capital, Compensation & Succession Committee (“Committee”) approves grants on an annual basis. FY27 equity grants are scheduled to be granted this year in August.
Columbus McKinnon Corporation | 13320 Ballantyne Corporate Place Suite D, Charlotte, NC 28277 | P 716.689.5400 |
Synergy Incentive Award:
You will be eligible for a special synergy incentive equal to 50% of your Long-Term Incentive. This performance share based / cash settled award was established to motivate, retain, and align key leaders around delivering cost synergies associated with the integration of Kito Crosby, and we are glad to include you. This award is scheduled to vest at the end of the FY29 performance period.
Change in Control Benefits:
You will be eligible for Change in Control benefits that are intended to provide executive officers with financial security in the event of a change in control to facilitate a transaction which may benefit shareholders but result in job loss to executives. The change in control agreement, absent delivery of notice of termination, is automatically renewed annually. Full details, including benefits and restrictions, are provided in the agreement document, but in general, you would be eligible to receive a payment equal to two times your annual salary.
Executive Severance
You will be eligible to participate in the Company’s executive severance program. In the event your employment is terminated by the Company without cause, you would be eligible for severance benefits consistent with those provided to senior executives, including continued pay, benefits, and treatment of incentive compensation. Any such benefits are subject to your execution of a release of claims and compliance with Company policies.
Officers’ Indemnification Insurance:
You will be insured by our director’s and officer’s indemnification insurance policy which covers all directors and officers for the actions taken while employed by the Company that may be updated, amended and renewed from time to time.
Health Care & Insurance Benefits:
You are eligible to participate on the first date of your employment in the Company’s health care plan, dental plan, vision plan, disability insurance programs, flexible spending programs and optional life insurance. Health, dental, vision and flexible spending benefits are available on a pre-tax basis; all other benefits are available for purchase after tax. You are automatically enrolled in the Company paid basic life insurance, disability insurance salary continuation and travel accident insurance.
Executive Benefits
You will also be eligible to participate in certain executive perquisites designed to support your health and financial well-being. This includes an annual executive physical examination at our designated provider, as well as financial planning and tax reimbursements from the provider of your choice, up to limits established by the Company. These benefits are intended to support your ability to perform at the highest level and will be administered in accordance with Company policies and applicable tax regulations.
Columbus McKinnon Corporation | 13320 Ballantyne Corporate Place Suite D, Charlotte, NC 28277 | P 716.689.5400 |
Retirement Program:
You will be eligible to participate in the Company’s 401(k) plan in the first payroll following 90 days of employment. Once eligible, Columbus McKinnon will make an automatic contribution equal to 2% of pay from your first day of eligibility and you will automatically be enrolled with a 2% deferral. Additionally, CMCO will match 100% of the first 4% of your deferral. You can opt out of or change your deferral at any time. You may defer up to 100% of your eligible pay, within IRS regulations, on a pre-tax basis. Participants are fully vested in their payroll deferrals as well as the company matching contributions. The automatic contributions will be fully vested upon completion of two years of service.
Non-qualified Deferred Compensation Plan:
You will be eligible to enroll in a key part of Columbus McKinnon Corporation’s benefits program for select leaders. Together with your 401(k) plan, this plan helps you manage your income tax exposure and gives you an opportunity for added retirement savings, or to save for short-term needs.
Vacation:
You will be eligible for four (4) weeks of paid vacation annually, accrued in accordance with the Company’s standard policies and practices. Vacation entitlement for your first year of employment will be prorated based on your start date. Thereafter, vacation will reset annually, subject to applicable carryover provisions and Company guidelines.
Other:
Your official start date for payroll and benefits purposes will July 1, 2026. Your primary work location will be 13320 Ballantyne Corporate Place, Charlotte, North Carolina. Please note that employment with the Company is contingent upon the successful completion of a drug screening and an executive-level background check.
John, we are excited at the prospect of you joining our Executive Leadership Team at Columbus McKinnon in this capacity. We are happy to discuss any questions you may have relative to this offer.
This position is vitally important to our Company and we know the value you will bring.
Very truly yours,
Chief Human Resources Officer
Columbus McKinnon Corporation
I confirm that I have read, understood and hereby accept the terms and conditions of employment as set out in this letter.
| /s/ John Linker | July 1, 2026 | |||
| John Linker | Date |
Exhibit 99.1
Columbus McKinnon Announces CFO Transition
John R. Linker Appointed Chief Financial Officer
Company Reaffirms Fiscal Year 2027 Guidance
CHARLOTTE, N.C., July 1, 2026 - Columbus McKinnon Corporation (Nasdaq: CMCO) (“Columbus McKinnon” or the “Company”), a leading designer, manufacturer and marketer of intelligent motion solutions for material handling, today announced the appointment of John R. Linker as the Company’s new Executive Vice President of Finance and Chief Financial Officer, effective as of July 1, 2026. Linker will report directly to David J. Wilson, Columbus McKinnon’s President and Chief Executive Officer and succeeds Gregory P. Rustowicz.
“John is a proven leader with deep experience and a consistent track record of strengthening organizational talent, improving operational performance, leading complex integrations, and delivering significant earnings growth. I am pleased to welcome John to Columbus McKinnon. His more than two decades of value-creation focused leadership within global industrial manufacturing businesses will help accelerate our next phase of growth and transformation,” said Wilson.
Most recently, Linker served as CFO of Husky Technologies Limited, where he improved financial flexibility and drove record earnings performance through profitable growth and margin expansion initiatives. Prior to Husky, Linker served as CFO and COO of Serta Simmons Bedding LLC where he led the finance, operations, supply chain, sourcing and information technology functions and executed a commercial and operational turnaround that drove substantial margin improvement. Previously, Linker held several leadership positions at JELD-WEN Holding, Inc., including CFO, where he oversaw initiatives that led to significant earnings growth and enabled their successful IPO in 2017.
Linker commented, “I am thrilled to join Columbus McKinnon at such an exciting time for the Company. Columbus McKinnon has a long track record of market leadership earned by solving its customers’ most critical requirements. I am optimistic about the future and look forward to partnering with David and the leadership team to execute on the Company’s strategy and drive results.”
“On behalf of the entire Columbus McKinnon team, I would like to thank Greg for his contributions to the Company over the past fifteen years. We are grateful for his service and wish him every success in the future,” added Wilson.
The Company reaffirmed its fiscal year 2027 guidance, as previously announced in the fourth quarter and fiscal year 2026 earnings release issued on June 4, 2026.
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About Columbus McKinnon
CMCO is a global leader in intelligent motion solutions designed to advance performance and productivity, helping customers move the world forward with confidence. Guided by its mission to deliver innovative solutions with unmatched safety, quality and reliability, CMCO enables efficient lifting, positioning, securing and movement of materials across a wide range of end markets. Its portfolio spans five key platforms: lifting hardware consumables, hoists and cranes, precision conveyance, automation and linear motion. Driven by a vision for a safer, more productive tomorrow, CMCO partners with customers to solve some of their most complex intralogistics challenges and keep industry in motion. Comprehensive information is available at www.cmco.com.
Safe Harbor Statement
This news release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are generally identified by the use of forward-looking terminology, including the terms “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “illustrative,” “intend,” “likely,” “may,” “opportunity,” “plan,” “possible,” “potential,” “predict,” “project,” “shall,” “should,” “target,” “will,” “would” and, in each case, their negative or other various or comparable terminology. All statements other than statements of historical facts contained in this release, including, but are not limited to, statements relating to (i) our strategy, outlook and growth prospects and (ii) reaffirmation of the Company’s fiscal year 2027 guidance are forward-looking statements. Forward-looking statements are not based on historical facts but instead represent our current expectations and assumptions regarding our business, the economy and other future conditions, and involve known and unknown risks, uncertainties and other factors that could cause the actual results, performance or achievements of the Company to differ materially from any future results, performance or achievements expressed or implied by the forward-looking statements. It is not possible to predict or identify all such risks. These risks include, but are not limited to, the risk factors that are described under the section titled “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended March 31, 2026 as well as in our other filings with the Securities and Exchange Commission, which are available on its website at www.sec.gov. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Forward-looking statements speak only as of the date they are made. Columbus McKinnon undertakes no duty to update publicly any such forward-looking statement, whether as a result of new information, future events or otherwise, except as may be required by applicable law, regulation or other competent legal authority.
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Contact:
Kristine Moser
VP, Investor Relations and Treasurer
Columbus McKinnon Corporation
704-322-2488
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