SEC Info℠  
    Home      Search      My Interests      Help      Sign In      Please Sign In

Astec Industries Inc. – ‘DEF 14A’ for 4/25/24

On:  Tuesday, 3/12/24, at 4:31pm ET   ·   For:  4/25/24   ·   Accession #:  1104659-24-33493   ·   File #:  1-11595

Previous ‘DEF 14A’:  ‘DEF 14A’ on 3/16/23   ·   Latest ‘DEF 14A’:  This Filing

Find Words in Filings emoji
 		  in    Show  and   ↓Hints

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/12/24  Astec Industries Inc.             DEF 14A     4/25/24   11:9.6M                                   Toppan Merrill/FA

Definitive Proxy Statement   —   Schedule 14A

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEF 14A     Definitive Proxy Statement                          HTML   1.56M 
 6: R1          Cover                                               HTML     16K 
 7: R2          Pay vs Performance Disclosure                       HTML    242K 
 8: XML         IDEA XML File -- Filing Summary                      XML     22K 
11: XML         XBRL Instance -- tm242631d2_def14a_htm               XML    277K 
 3: EX-101.DEF  XBRL Definitions -- aste-20231231_def                XML     21K 
 4: EX-101.LAB  XBRL Labels -- aste-20231231_lab                     XML     37K 
 5: EX-101.PRE  XBRL Presentations -- aste-20231231_pre              XML     27K 
 2: EX-101.SCH  XBRL Schema -- aste-20231231                         XSD     20K 
 9: JSON        XBRL Instance as JSON Data -- MetaLinks              125±   158K 
10: ZIP         XBRL Zipped Folder -- 0001104659-24-033493-xbrl      Zip   3.75M

‘DEF 14A’   —   Definitive Proxy Statement

Document Table of Contents

Page (sequential)   (alphabetic) ↑Top
 
11st Page  –  Filing Submission
"Table of Contents
"Proxy Statement Summary
"Proxy Statement for the Annual Meeting of Shareholders to be Held on April 25, 2024
"Questions and Answers About the Proxy Materials and the Annual Meeting
"Commitment to Environmental and Social Responsibilities
"ESG Oversight and Leadership
"New Product Development and Environmental Impact
"Human Capital Management and Corporate Culture
"Overseeing Employee Ethical Standards and Adherence
"Supplier Code of Conduct
"Shareholder Engagement
"Shareholder Engagement Process
"Shareholder Engagement Cycle
"Communications with the Board
"Board of Directors
"Summary of Director Qualifications and Experience Matrix
"Board Evaluations, Diversity and Refreshment
"Nominees for Election of Class II Directors
"Continuing Directors Not Standing for Re-Election
"Retiring Directors Not Standing for Re-Election
"Corporate Governance, the Board and its Committees
"Principles of Corporate Governance
"Independent Directors
"Board Leadership Structure and Risk Oversight
"Board's Role in Succession Planning
"Board Meetings and Attendance
"Board Committees
"Director Nomination Process
"Anti-Hedging Policy
"Related Party Transactions
"Director Compensation
"Material Terms of Non-Employee Directors Compensation Plan
"Proposal 1: Election of Directors
"Executive Officers
"Senior Officers
"Compensation Discussion and Analysis
"Overview
"Objectives of Our Compensation Program
"How We Determine and Assess Executive Compensation
"Consideration of Last Year's Advisory Shareholder Vote on Executive Compensation
"Elements of Our Compensation Program
"Executive Officer Severance Agreements and Change in Control Severance Plan
"Other Factors Affecting Compensation
"Additional Executive Compensation Policies
"Executive Compensation
"Summary Compensation Table
"Grants of Plan-Based Awards for Calendar Year 2023
"Outstanding Equity Awards at December 31, 2023
"Option Exercises and Stock Vested in 2023
"Nonqualified Deferred Compensation for the Year Ended December 31, 2023
"Potential Payments Upon Termination, Resignation or Change-in-Control
"Compensation Committee Report
"Pay Versus Performance Disclosure
"Equity Compensation Plan Information
"Equity Compensation Plans Not Approved by Security Holders
"Proposal 2: Advisory Vote on Executive Compensation
"Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm
"Report of the Audit Committee
"Audit Matters
"Fees Paid to the Independent Registered Public Accounting Firm
"Audit Fee Approval
"Audit Committee Pre-Approval Policy
"Audit Committee Review
"Stock Ownership of Certain Beneficial Owners and Management
"Delinquent Section 16(a) Reports
"Certain Matters Relating to Proxy Materials and Annual Reports
"Other Matters
"Annual Report

This is an HTML Document rendered as filed.  [ Alternative Formats ]

 iX: 
  tm242631-1_nonfiling - none - 13.3100638s  
TABLE OF CONTENTS
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549​
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant  ☐
Check the appropriate box:
☐
Preliminary Proxy Statement
​
☐
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
​
☒
Definitive Proxy Statement
​
☐
Definitive Additional Materials
​
☐
Soliciting Material Pursuant to §240.14a-12
​
 i ASTEC INDUSTRIES, INC.
​
(Name of Registrant as Specified in Its Charter)
​
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
☒
No fee required
​
☐
Fee paid previously with preliminary materials
​
☐
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
​
TABLE OF CONTENTS
[MISSING IMAGE: cv_ofc-4c.jpg]
TABLE OF CONTENTS
​
[MISSING IMAGE: ph_jacovandermerwe-4clr.jpg]
​ ​
Jaco G. van der Merwe
President and Chief Executive Officer
​ ​
[MISSING IMAGE: ph_williamgehlnew-4clr.jpg]
​ ​
William D. Gehl
Chairman of the Board
​
Dear Shareholders:
On behalf of the Board of Directors of Astec Industries, Inc. (“Astec”), thank you for your investment and continued confidence in Astec. We cordially invite you to join us for the 2024 Annual Meeting of Shareholders of Astec Industries, Inc. (“Astec” or the “Company”) to be held on Thursday, April 25, 2024 at 10:00 a.m. EDT virtually over the Internet at https://www.viewproxy.com/astec/2024/htype.asp. We decided to hold the 2024 Annual Meeting as a virtual meeting because we believe that it will offer expanded access to shareholders who may otherwise not attend.
At the 2024 Annual Meeting, we will be asking you to re-elect the four director nominees named in the attached proxy statement to our Board. As discussed throughout the proxy statement, our Board remains committed to strong governance practices and our Core Values of (i) Safety, (ii) Devotion, (iii) Integrity, (iv) Respect, and (v) Innovation. Under the guidance of our Board, we remain committed to investing in our employees, dealing fairly and ethically with our suppliers and partners, supporting communities in which we work while embracing sustainable practices across our businesses, and in doing so, generating long-term financial return to our shareholders. You will find detailed information beginning on page 18 about the qualifications of our director nominees and why we believe they are the right people to represent your interests.
In addition to the election of directors, we are also seeking your approval of a “say-on-pay” advisory vote and ratification of the appointment of the Company’s independent registered public accounting firm for the calendar year ending December 31, 2024.
It is important that your shares be represented at the annual meeting, regardless of the number of shares you hold and whether or not you plan to attend the meeting. Accordingly, please exercise your right to vote by following the instructions for voting contained in the Notice Regarding the Availability of Proxy Materials, or the paper or electronic copy of our proxy materials you received for the meeting.
Sincerely,
​
[MISSING IMAGE: sg_jacovandermerwe-bw.jpg]
​ ​
[MISSING IMAGE: sg_williamgehl-bw.jpg]
​
​ Jaco G. van der Merwe
President and Chief Executive Officer 		​ ​ William D. Gehl
Chairman of the Board 		​
TABLE OF CONTENTS
ASTEC
NOTICE OF THE 2024
ANNUAL MEETING OF
SHAREHOLDERS
Dear Shareholders:
​
WHAT:
 ​ ​
2024 Annual Meeting of Shareholders of Astec Industries, Inc.
​
​
WHEN:
 ​ ​
Thursday, April 25, 2024 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/2024/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 2024 Annual Meeting, please allow ample time for online check-in, which will begin around 9:45 a.m., EDT, on Thursday, April 25, 2024. If a bank, brokerage firm, or other nominee holds your shares, you should contact that organization for additional information.
​
​
WHY:
 ​ ​
We are holding the 2024 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 three-year terms or until their successor is duly elected and qualified (Proposal No. 1);
​
 ​
​ ​ ​ ​
2.
to approve, on a non-binding, advisory basis, the compensation of our named executive officers (Proposal No. 2);
​
 ​
​ ​ ​ ​
3.
to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the calendar year 2024 (Proposal No. 3); and
​
 ​
​ ​ ​ ​
4.
to transact such other business as may be properly presented at the 2024 Annual Meeting or any adjournments or postponements thereof.
​
 ​
​
RECORD DATE:
 ​ ​
Shareholders of record as of the close of business on February 28, 2024 (“Record Date”) are entitled to this Notice and to vote at the 2024 Annual Meeting or at any adjournment or postponement that takes place.
​
​
PROXY VOTING:
 ​ ​
On or about March 12, 2024, 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.
​
Thank you for your ongoing support and we hope you can join us at our 2024 Annual Meeting.
By Order of the Board of Directors,
Stephen C. Anderson
Senior Vice President, Administration and Investor Relations, Corporate Secretary
March 12, 2024
Please vote your proxy as soon as possible even if you expect to attend the annual meeting live. You may vote your proxy via the Internet or by phone by following the instructions on the notice of Internet availability or proxy card, or if you received a paper copy of these proxy materials by mail, you may vote by mail by completing and returning the enclosed proxy card in the enclosed reply envelope. No postage is necessary if the proxy is mailed within the United States.
TABLE OF CONTENTS​
TABLE OF CONTENTS
​ ​ ​ ​
Page
​
​ Proxy Statement Summary ​ ​ ​ ​ 1 ​ ​
​ Proxy Statement for the Annual Meeting of Shareholders to be Held on April 25, 2024 ​ ​ ​ ​ 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 II Directors
​ ​ ​ ​ 18 ​ ​
​
Continuing Directors Not Standing for Re-Election
​ ​ ​ ​ 19 ​ ​
​
Retiring Directors Not Standing for Re-Election
​ ​ ​ ​ 22 ​ ​
​ Corporate Governance, the Board and its Committees ​ ​ ​ ​ 23 ​ ​
​
Principles of Corporate Governance
​ ​ ​ ​ 23 ​ ​
​
Independent Directors
​ ​ ​ ​ 23 ​ ​
​
Board Leadership Structure and Risk Oversight
​ ​ ​ ​ 23 ​ ​
​
Board’s Role in Succession Planning
​ ​ ​ ​ 24 ​ ​
​
Board Meetings and Attendance
​ ​ ​ ​ 24 ​ ​
​
Board Committees
​ ​ ​ ​ 24 ​ ​
​
Director Nomination Process
​ ​ ​ ​ 25 ​ ​
​
Anti-Hedging Policy
​ ​ ​ ​ 25 ​ ​
​
Related Party Transactions
​ ​ ​ ​ 25 ​ ​
​
Director Compensation
​ ​ ​ ​ 26 ​ ​
​
Material Terms of Non-Employee Directors Compensation Plan
​ ​ ​ ​ 27 ​ ​
​ Proposal 1: Election of Directors ​ ​ ​ ​ 28 ​ ​
​ Executive Officers ​ ​ ​ ​ 29 ​ ​
​ Senior Officers ​ ​ ​ ​ 31 ​ ​
​ Compensation Discussion and Analysis ​ ​ ​ ​ 32 ​ ​
​
Overview
​ ​ ​ ​ 32 ​ ​
​
Objectives of Our Compensation Program
​ ​ ​ ​ 32 ​ ​
​
How We Determine and Assess Executive Compensation
​ ​ ​ ​ 33 ​ ​
TABLE OF CONTENTS​
​ ​ ​ ​
Page
​
​
Consideration of Last Year’s Advisory Shareholder Vote on Executive Compensation
​ ​ ​ ​ 34 ​ ​
​
Elements of Our Compensation Program
​ ​ ​ ​ 35 ​ ​
​
Executive Officer Severance Agreements and Change in Control Severance Plan
​ ​ ​ ​ 38 ​ ​
​
Other Factors Affecting Compensation
​ ​ ​ ​ 38 ​ ​
​
Additional Executive Compensation Policies
​ ​ ​ ​ 38 ​ ​
​ Executive Compensation ​ ​ ​ ​ 39 ​ ​
​
Summary Compensation Table
​ ​ ​ ​ 39 ​ ​
​
Grants of Plan-Based Awards for Calendar Year 2023
​ ​ ​ ​ 41 ​ ​
​
Outstanding Equity Awards at December 31, 2023
​ ​ ​ ​ 42 ​ ​
​
Option Exercises and Stock Vested in 2023
​ ​ ​ ​ 43 ​ ​
​
Nonqualified Deferred Compensation for the Year Ended December 31, 2023
​ ​ ​ ​ 43 ​ ​
​
Potential Payments Upon Termination, Resignation or Change-in-Control
​ ​ ​ ​ 44 ​ ​
​ Compensation Committee Report ​ ​ ​ ​ 48 ​ ​
​ Pay Versus Performance Disclosure ​ ​ ​ ​ 49 ​ ​
​ Equity Compensation Plan Information ​ ​ ​ ​ 54 ​ ​
​
Equity Compensation Plans Not Approved by Security Holders
​ ​ ​ ​ 54 ​ ​
​ Proposal 2: Advisory Vote on Executive Compensation ​ ​ ​ ​ 55 ​ ​
​ Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm ​ ​ ​ ​ 56 ​ ​
​ Report of the Audit Committee ​ ​ ​ ​ 57 ​ ​
​ Audit Matters ​ ​ ​ ​ 59 ​ ​
​
Fees Paid to the Independent Registered Public Accounting Firm
​ ​ ​ ​ 59 ​ ​
​
Audit Fee Approval
​ ​ ​ ​ 59 ​ ​
​
Audit Committee Pre-Approval Policy
​ ​ ​ ​ 59 ​ ​
​
Audit Committee Review
​ ​ ​ ​ 59 ​ ​
​ Stock Ownership of Certain Beneficial Owners and Management ​ ​ ​ ​ 60 ​ ​
​ Delinquent Section 16(a) Reports ​ ​ ​ ​ 61 ​ ​
​ Certain Matters Relating to Proxy Materials and Annual Reports ​ ​ ​ ​ 62 ​ ​
​ Other Matters ​ ​ ​ ​ 62 ​ ​
​ Annual Report ​ ​ ​ ​ 62 ​ ​
TABLE OF CONTENTS​
1    Astec Industries, Inc.    |    Notice of Annual Meeting and Proxy Statement 2024
PROXY STATEMENT
SUMMARY
We are providing these materials in connection with the 2024 Annual Meeting of Shareholders (the “2024 Annual Meeting”, or the “Annual Meeting”) of Astec Industries, Inc. This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider. Please read the entire Proxy Statement carefully before voting as it contains important information about matters upon which you are being asked to vote.
2024 Annual Meeting of Shareholders
​
​
Date and Time
​ ​
Record Date
​ ​
Location
​
​
April 25, 2024 at 10:00 a.m. EDT
​ ​
February 28, 2024
​ ​
This year’s meeting will be a virtual Annual Meeting at
https://www.viewproxy.com/astec/2024/htype.asp
​
Agenda and Voting Recommendations
​
​
Proposal
​ ​
Board
Recommendation
​
​
1
To re-elect to our Board of Directors the four director nominees named herein to serve for a three-year 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 ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the calendar year 2024.
​
 ​ ​
FOR
 ​
Board of Director Nominees
​
The following table provides summary information about each director nominee. Each director nominee is standing for election for a three-year term or until their successor is duly elected and qualified. All director nominees are current directors.
​
Name
​ ​
Age
​ ​ Director
Since 		​ ​
Principal Occupation
​ ​
Committee
​
​ Mark J. Gliebe ​ ​
63
​ ​
2022
​ ​ Former Chairman and CEO,
Regal Beloit Corporation 		​ ​ Audit Committee
Compensation Committee 		​
​ James Winford ​ ​
58
​ ​
2023
​ ​
President of Prairie Contractors, LLC
​ ​ Nominating and Corporate
Governance Committee 		​
​ Jeffrey T. Jackson ​ ​
58
​ ​
2024
​ ​ President and CEO,
PGT Innovations, Inc. 		​ ​ Compensation Committee ​
​ Patrick S. Shannon ​ ​
61
​ ​
2024
​ ​ Former Chief Financial Officer,
Allegion, PLC. 		​ ​ Audit Committee ​
Corporate Governance Highlights
​
Strong corporate leadership of the highest ethics and integrity has long been a major focus of the Company’s Board and management. All of our directors other than Mr. van der Merwe, our CEO, are independent directors under Nasdaq Rules and our Corporate Governance Guidelines. These independent directors also meet in executive session at least four times a year after each quarterly board meeting.
Additional details about our approach to corporate governance are described starting on p. 23.
TABLE OF CONTENTS
2    Astec Industries, Inc.    |    Notice of Annual Meeting and Proxy Statement 2024
Environmental and Social Responsibility Highlights
​
For years we have created products and acted in a way that is socially responsible. Our product development process also includes checks for energy efficiency and environmental impact in early stages of each project. In 2023, as a part of our efforts to achieve long-term sustainable growth, we published our first Corporate Sustainability Report. Additional details about our commitment to environmental and social responsibility are described starting on p. 9.
Shareholder Engagement Highlights
​
The Company oversees a rigorous, deliberate and comprehensive shareholder engagement process that builds better lines of communication between investors and management. In calendar year 2023, we participated in five investor conferences, and conducted 108 one-on-one meetings with investors and research analysts.
Additional details about our shareholder engagement process, and year-round engagement cycle are described starting on p. 12.
TABLE OF CONTENTS​
3    Astec Industries, Inc.    |    Notice of Annual Meeting and Proxy Statement 2024
PROXY STATEMENT
FOR THE ANNUAL MEETING
OF SHAREHOLDERS TO BE
HELD ON APRIL 25, 2024
GENERAL INFORMATION
​
We are furnishing this Proxy Statement to you as part of a solicitation by the Board of Directors (the “Board”) of Astec Industries, Inc., a Tennessee corporation, of proxies to be voted at our 2024 Annual Meeting of Shareholders and at any reconvened meeting after an adjournment or postponement of the meeting. We will hold the 2024 Annual Meeting virtually on Thursday, April 25, 2024 at 10:00 a.m. (EDT). Unless the context otherwise requires, all references in this Proxy Statement to “Astec,” “Company,” “we,” “us,” and “our” refer to Astec Industries, Inc. and its subsidiaries. Our mailing address and principal executive office is 1725 Shepherd Road, Chattanooga, Tennessee 37421. Our website is located at https://ir.astecindustries.com/overview/default.aspx. The information contained on, or that can be accessed through, our website is not a part of this Proxy Statement.
IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY OF PROXY MATERIALS
​
Securities and Exchange Commission (“SEC”) rules allow companies to furnish proxy materials to their shareholders on the Internet. We are pleased to take advantage of these rules and believe that they enable us to provide you with the information you need, while making delivery more efficient and more environmentally friendly. We have saved significant mailing and printing costs by providing proxy materials to you over the Internet in accordance with SEC rules. In accordance with these rules, on or about March 12, 2024, we expect to mail to our shareholders a Notice providing instructions on how to access our proxy materials and Annual Report for calendar year 2024 on the Internet. The Notice, which cannot itself be used to vote your shares, also provides instructions on how to vote online, by telephone or by completing and mailing a proxy card and includes instructions on how to request a paper copy of the proxy materials, if you so desire. The Notice includes a control number that must be entered at the website provided on the Notice in order to view the proxy materials. Whether you received the Notice or paper copies of our proxy materials, the Proxy Statement and Annual Report for calendar year 2023 are available to you at https://ir.astecindustries.com/overview/default.aspx.
MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING
​
At the Annual Meeting, you will consider and vote upon:
●
Proposal 1: The re-election of the four director nominees identified in this Proxy Statement;
​
●
Proposal 2: The approval, on a non-binding, advisory basis, of the compensation of our named executive officers;
​
●
Proposal 3: The ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the calendar year 2024; and
​
●
The transaction of any other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.
​
​
TABLE OF CONTENTS​
4    Astec Industries, Inc.    |    Notice of Annual Meeting and Proxy Statement 2024
QUESTIONS AND ANSWERS
ABOUT THE PROXY
MATERIALS AND THE
ANNUAL MEETING
What is a proxy?
​
The Board is asking for your proxy. This means you authorize persons selected by the Company to vote your shares at the Annual Meeting in the way that you instruct. All shares represented by valid proxies received and not revoked before the Annual Meeting will be voted at the Annual Meeting in accordance with the shareholder’s specific voting instructions.
Why am I receiving these materials?
​
You are receiving these materials because at the close of business on February 28, 2024, you owned shares of the Company’s common stock, $0.20 par value per share (“Common Stock”).
Who is entitled to vote at the Annual Meeting?
​
All shareholders of record on February 28, 2024 are entitled to attend and vote at the Annual Meeting. Each share of our Common Stock is entitled to one vote on each matter presented for a vote at the Annual Meeting. As of February 28, 2024, we had 22,743,379 shares of Common Stock outstanding.
What if I receive more than one Notice of Internet Availability or proxy card?
​
You will receive multiple Notices or proxy cards if you hold shares in different ways (e.g., joint tenancy, trusts, custodial accounts, etc.) or in multiple accounts. Street name holders will receive the Notice or proxy card or other voting information, along with voting instructions, from their brokers. Please vote the shares represented by each Notice or proxy card you receive to ensure that all your shares are voted.
Why is the Annual Meeting online only? How do I attend the Annual Meeting?
​
Our Annual Meeting will be conducted via live audio webcast. Our virtual meeting 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 may attend the meeting by visiting https://www.viewproxy.com/astec/2024/htype.asp. You will need the 16-digit control number that is printed on your Notice. As a Registered Holder, you may vote your shares at the Annual Meeting of shareholders by first registering at https://viewproxy.com/astec/2024preview/htype.asp and then using the Virtual Control Number that is printed on your Notice to attend the Annual Meeting. Your registration must be received by 11:59 p.m., EDT, on April 23, 2024. Please allow ample time for online check-in, which will begin around 9:45 a.m., EDT, on Thursday, April 25, 2024. If a bank, brokerage firm, or other nominee holds your shares, you should contact that organization for additional information on how to attend the Annual Meeting.​
How can I access the proxy materials over the Internet?
​
An electronic copy of the proxy materials is available at http://www.viewproxy.com/astec/2024. You can also access the materials at https://ir.astecindustries.com/overview/default.aspx.
How can I request a paper or email copy of the proxy materials?
​
If you want to receive a paper or email copy of the proxy materials, you must request one. There is no charge for requesting a copy. However, please submit your request on or before April 18, 2024 to facilitate timely delivery. You may request a copy by choosing one of the following methods:
●
By Internet:   http://www.viewproxy.com/astec/2024
​
●
By telephone:   1 (877) 777-2857
​
●
By email:   Follow instructions on the Notice
​
​
TABLE OF CONTENTS
5    Astec Industries, Inc.    |    Notice of Annual Meeting and Proxy Statement 2024
What matters am I voting on, how may I vote on each matter and how does the Board recommend that I vote on each matter?
​
The following table sets forth each of the proposals you are being asked to vote on, how you may vote on each proposal and how the Board recommends that you vote on each proposal:
​ ​ ​ ​
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. ​ ​
The ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the calendar year 2024.
​ ​
FOR or AGAINST, or you may ABSTAIN from voting on the matter.
​ ​
FOR
 ​
What is the voting requirement to approve each of the proposals?
​
The following table sets forth the voting requirements with respect to each of the proposals:
​
Proposal
​ ​
Voting Requirement
​
​
1.
The re-election to our Board of Directors of the four director nominees named herein to serve for a three-year 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.
The ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the calendar year 2024.
​
 ​ ​
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.
​
TABLE OF CONTENTS
6    Astec Industries, Inc.    |    Notice of Annual Meeting and Proxy Statement 2024
What votes need to be present to hold the Annual Meeting?
​
A majority of the outstanding shares of Common Stock entitled to vote on any proposal at the Annual Meeting, either present or represented by proxy, constitutes a quorum for the Annual Meeting. A quorum is necessary to conduct business at the Annual Meeting. The presence, in person or by proxy, of holders of Common Stock representing a majority of the number of votes entitled to be cast on a specific proposal is required to consider that proposal at the Annual Meeting. Even if a quorum is established for the Annual Meeting, it is possible that a quorum may not be established for a specific proposal presented at the Annual Meeting. You will be considered part of the quorum if you attend the Annual Meeting live, vote via a toll-free telephone number, vote via the Internet or vote by proxy. Abstentions and votes withheld from director nominees count as “shares present” at the Annual Meeting for purposes of determining a quorum for the Annual Meeting, but broker non-votes do not count as “shares present” at the Annual Meeting for purposes of determining a quorum for any proposal, including the election of directors.
How do I vote?
​
If you are a “shareholder of record” on the Record Date, then you may attend the Annual Meeting and submit your vote or vote by proxy over the telephone, through the Internet, or by using a proxy card that you may request. To vote your shares at the Annual Meeting, please see “How do I vote my shares during the Annual Meeting?” below. To vote your shares without attending the meeting, please see “How do I vote my shares without attending the Annual Meeting?” below or the instructions on your Notice.
If you are a “beneficial owner” on the Record Date, you have the right to instruct your bank, brokerage firm, or other nominee on how to vote the shares in your account. In order for your shares to be voted in the way you would like, you must provide voting instructions to your bank, brokerage firm, or other nominee by the deadline provided in the proxy materials you receive from such organization.
Your vote is very important. Whether or not you plan to attend the Annual Meeting, you should submit a proxy or voting instructions before the Annual Meeting to ensure your vote is represented.
What is the difference between holding shares as a shareholder of record and as a beneficial owner?
​
If your shares are registered directly in your name with the Company’s transfer agent, Computershare, you are considered the “shareholder of record” with respect to those shares. The Notice, or a full set of the proxy materials (including the Proxy Statement, the Annual Report for calendar year 2023 and proxy card with postage-paid envelope), as applicable, will be sent to shareholders of record beginning on or about March 12, 2024.
If your shares are held with a broker or in an account at a bank, you are considered the “beneficial owner” with respect to those shares. These shares are sometimes referred to as being held “in street
name.” The Notice or full set of proxy materials, as applicable, would have been forwarded to you by your broker, bank or other holder of record who is considered the shareholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote your shares by using the voting instruction card included in proxy materials or by following the instructions on the enclosed proxy card for voting online or by telephone. You will not be able to vote these shares directly unless you obtain a signed legal proxy from your broker, bank or other nominee giving you the right to vote the shares.
How do I vote my shares during the Annual Meeting?
​
If you hold shares of our Common Stock as the shareholder of record, you have the right to vote those shares at the Annual Meeting. If you are a beneficial owner and hold shares of our Common Stock in street name, you may vote the shares you beneficially own under a legal proxy from your bank, brokerage firm, or other nominee; please contact such organization for instructions on obtaining a proxy.
Please follow the instructions at https://www.viewproxy.com/astec/2024/htype.asp in order to vote your shares during the meeting, whether you hold your shares of record or in street name. You will need the 16-digit control number that is printed on your Notice to attend the Annual Meeting. As a Registered Holder, you may vote your shares at the Annual Meeting of shareholders by first registering at https://viewproxy.com/astec/2024preview/htype.asp and then using the Virtual Control Number that is printed on your Notice to attend the Annual Meeting. Your registration must be received by 11:59 p.m., EDT, on April 23, 2024. Please allow ample time for online check-in, which will begin at approximately 9:45 a.m., EDT, on April 25, 2024.
How do I vote my shares without attending the Annual Meeting?
​
●
Vote by Internet by going to www.fcrvote.com/ASTE at any time up until 11:59 p.m., EDT, on April 24, 2024. Please have your Notice or proxy card in hand when you access the website and then follow the instructions.
​
●
Vote by telephone at 1-866-402-3905 at any time up until 11:59 p.m., EDT, on April 24, 2024. Please have your Notice or proxy card in hand when you call and then follow the instructions.
​
●
Vote by mail if you requested and received a proxy card. Please mark, sign, and date your proxy card and return it in the postage-paid envelope we provided with it, or return it to PO BOX 3672 PONTE BEACH FL 32004-9911.
​
​
TABLE OF CONTENTS
7    Astec Industries, Inc.    |    Notice of Annual Meeting and Proxy Statement 2024
Can I change my mind and revoke my proxy?
​
Shareholders generally have the right to revoke their proxy or voting instructions before their shares are voted at the Annual Meeting, subject to the voting deadlines described above.
●
Shareholders of record: If you are a shareholder of record, you may revoke a proxy by:
​
◦
completing and returning a later dated proxy card;
​
◦
granting a subsequent proxy via Internet or telephone;
​
◦
delivering written notice to our Corporate Secretary at our principal executive office, bearing a date later than the proxy, stating the proxy is revoked; or
​
◦
voting your shares online at the Annual Meeting.
​
●
Beneficial owners: If you are a beneficial owner of shares but not the shareholder of record:
​
◦
you may submit new voting instructions by contacting your broker, bank or other nominee; or
​
◦
you may vote at the Annual Meeting if you obtain a legal proxy as described in the answer to the question “How do I vote my shares during the Annual Meeting?” above.
​
All shares represented by valid proxies received and not revoked will be voted at the Annual Meeting in accordance with the shareholder’s specific voting instructions.
What if I return my proxy card or vote by Internet or phone but do not specify how I want to vote?
​
If you are a shareholder of record and sign and return your proxy card or complete the online or telephone voting procedures, but do not specify how you want to vote your shares, we will vote them, in accordance with our Board’s recommendation, as follows:
●
FOR the re-election of the four director nominees identified in this Proxy Statement;
​
●
FOR the approval, on an advisory basis, of the compensation of our named executive officers; and
​
●
FOR the ratification of Deloitte & Touche LLP as our independent registered public accounting firm for the calendar year 2024.
​
How are votes counted?
​
In the re-election of the director nominees, your vote may be cast “FOR” all of the nominees or your vote may be “WITHHELD” with respect to one or more of the nominees. If you withhold your vote with respect to any nominee, your shares will be considered to have been voted against the nominee. For all other proposals, your vote may be cast “FOR” or “AGAINST” or you may “ABSTAIN.” If you “ABSTAIN,” it will have no effect on the outcome of those other proposals.
What is the effect of broker non-votes?
​
Under Rule 2251 of the Nasdaq Marketplace Rules (the “Nasdaq Rules”), if you are a beneficial owner, your broker, bank or other nominee only has discretion to vote on certain “routine” matters without your voting instructions. These rules also provide, however, that when a proposal is not a “routine” matter and your broker, bank or other nominee has not received your voting instructions with respect to such proposal, your broker, bank or other nominee cannot vote your shares on that proposal. When a broker, bank or other nominee does not cast a vote for a non-routine matter, it is called a “broker non-vote.” Your broker, bank or other nominee may not vote your shares with respect to any of the proposals other than the ratification of the appointment of Deloitte & Touche LLP in the absence of your specific instructions as to how to vote with respect to these matters, because under such rules these matters are not considered “routine” matters. Broker non-votes will have no effect on the election of directors or the advisory vote on the compensation of our named executive officers. The ratification of the appointment of Deloitte & Touche LLP is considered a routine matter and as a result there will be no broker non-votes with respect to this proposal.
Who will count the votes?
​
A representative of Alliance Advisors will act as the inspector of elections and count the votes.
Where can I find the voting results?
​
We will announce the preliminary voting results at the Annual Meeting. We will also publish voting results in a current report on Form 8-K that we will file with the SEC within four business days following the Annual Meeting. If on the date of this Form 8-K filing the inspector of elections for the Annual Meeting has not certified the voting results as final, we will note in the filing that the results are preliminary and publish the final results in a subsequent Form 8-K filing within four business days after the final voting results are known.
Who will pay the costs of soliciting these proxies?
​
We will bear the entire cost of solicitation of proxies, including preparation, assembly, printing and mailing of the Notice, or a full set of the proxy materials (including the Proxy Statement, the calendar year 2023 Annual Report and proxy card with postage-paid envelope), as applicable, and any additional information furnished to shareholders. The Company has engaged third-party service providers that will assist us in distribution of the proxy materials and will provide voting and tabulation services for the Annual Meeting. We may reimburse banks, brokers, custodians and nominees for their reasonable costs of forwarding proxy materials to beneficial owners. Original solicitation of proxies may be supplemented by electronic means, mail, facsimile, telephone or personal solicitation by our directors, officers or other employees. No additional compensation will be paid to our directors, officers or other employees for such services.
​
TABLE OF CONTENTS
8    Astec Industries, Inc.    |    Notice of Annual Meeting and Proxy Statement 2024
What is the deadline for shareholders to propose actions for consideration at the 2025 annual meeting of shareholders?​
​
November 12, 2024 is the deadline for shareholders to submit proposals to be included in our proxy statement under Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) for our 2025 annual meeting of shareholders. Proposals by shareholders must comply with all requirements of applicable rules of the SEC, including Rule 14a-8, and be mailed to our Corporate Secretary at 1725 Shepherd Road, Chattanooga, Tennessee 37421. We reserve the right to reject, rule out of order or take other appropriate action with respect to any proposal that does not comply with Rule 14a-8 and other applicable requirements.
Shareholders who wish to nominate persons for election to our Board or propose other matters to be considered at our 2025 annual meeting of shareholders must provide us advance notice of the director nomination or shareholder proposal, as well as the information specified in our Bylaws, no earlier than December 26, 2024 and no later than January 25, 2025. Shareholders are advised to review our Bylaws, which contain the requirements for advance notice of director nominations and shareholder proposals. Notice of director nominations and shareholder proposals must be mailed to
our Corporate Secretary at 1725 Shepherd Road, Chattanooga, Tennessee 37421. The requirements for advance notice of shareholder proposals under our Bylaws do not apply to proposals properly submitted under Rule 14a-8 under the Exchange Act, as those shareholder proposals are governed by Rule 14a-8. We reserve the right to reject, rule out of order or take other appropriate action with respect to any director nomination or shareholder proposal that does not comply with our Bylaws and other applicable requirements.
In addition to satisfying the deadlines in the advance notice provisions of our Bylaws, to comply with the universal proxy rules, a shareholder who intends to solicit proxies in support of nominees submitted under these advance notice provisions must provide the notice required under Rule 14a-19 to the Secretary of the Company no later than February 24, 2025.
Whom should I call if I have any questions?
​
If you have any questions about the Annual Meeting, please contact us by either writing to us at Astec Industries, Inc., Attn: Corporate Secretary’s Office, 1725 Shepherd Road, Chattanooga, TN 37421, by telephoning us at (423) 899-5898 or emailing us at GeneralCounsel@astecindustries.com.
​
TABLE OF CONTENTS​​​
9    Astec Industries, Inc.    |    Notice of Annual Meeting and Proxy Statement 2024
COMMITMENT TO
ENVIRONMENTAL AND
SOCIAL RESPONSIBILITIES
The Company is committed to continually strengthening global sustainability as we lead in the innovation of everything we do from “Rock to Road”. As such, while we are proud of our longstanding commitment to sustainability, we are also committed to making informed choices that improve our corporate governance, financial strength, operational efficiency, environmental stewardship, community engagement, resource management, and dedicated to expanding our efforts related to, and integrating, sustainability into our business strategy and operations.
Consistent with our core values of “Safety, Devotion, Integrity, Respect and Innovation,” our goal is to be recognized by our customers as the preferred supplier, by our employees as a safe, diverse, and inclusive workplace, by the industry as being at the forefront of innovation, and by our stakeholders as an ethical company. In 2020, we began implementing a plan to expand our environmental, social, and governance (“ESG”) disclosures, metrics, and governance oversight. This journey commenced after extensive dialogue with our stakeholders and with the strong support of and collaboration with our Board of Directors. In 2023, we continued on this journey by establishing the process of identifying and tracking key metrics and releasing our first Corporate Sustainability Report. The Company’s ESG commitment and Corporate Sustainability Report are available at https://www.astecindustries.com/esg/why-esg-is-important.
Below is a summary of some of our efforts.
ESG Oversight and Leadership
​
The Company’s ESG Steering Committee is comprised of the Chief Executive Officer, Senior Vice President of Administration and Investor Relations, Corporate Secretary and Global Vice President and Head of Human Resources.
The Board of Directors provides direct oversight of the Company’s ESG efforts as the ESG Steering Committee reports to the Nominating and Corporate Governance Committee.
In addition, the Company’s operations maintain formal programs that are working on establishing goals and measuring progress towards those goals regarding reductions and disposal of hazardous substances, recycling and minimization of power consumption, among other efforts. In order to track our environmental metrics on a company-wide basis, we are working with certified third-party verification companies to ensure that these metrics are properly measured. The Company recognizes the value and importance of reducing its impact on the global environment, and it complies with all applicable environmental laws and regulations by maintaining many initiatives and practices that reduce its impact on the environment. Some examples of such initiatives and practices include replacement of older, less-efficient lighting with energy efficient
motion-based LED lighting, active waste recycling, water and paper consumption reduction programs, and strategic partnerships.
New Product Development and Environmental Impact
​
Astec has a decades-long history of introducing products and services that advance sustainability. Within the changing regulatory landscape, our customers are increasingly interested in lower-impact solutions that reduce their own greenhouse gas emissions. We are committed to being at the forefront of innovation when it comes to providing products and services that meet our customer’s evolving needs, whether that’s through decarbonizing our products through design or scaling technologies to adapt to the lower-carbon economy transition. Some of Astec’s historical innovations include:
●
DoubleBarrel® drum mixer (our drum inside a drum invention) that allows production of asphalt mixes with up to 70% recycled material. Recycling of asphalt pavements not only reduces the consumption of new raw materials, but also prevents material from entering landfills. Asphalt is one of the most recycled products in the U.S., and Astec’s products provide the technology to continue increasing the utilization of recycled materials.
​
●
DoubleBarrel® Green System that foams liquid asphalt as it enters into the mixing section of the asphalt plant which allows the production of asphalt mixes at much lower temperatures, thereby minimizing smoke and smell, and reducing fuel consumption and carbon footprint compared to traditional high-temperature asphalt mixtures.
​
●
Cold planers that grind and remove the old asphalt pavement for use as recycled material in new asphalt mixes.
​
●
Cold-in-place recyclers and stabilizers that recycle material and repair roadways with significantly less energy than standard techniques.
​
●
Crushing equipment which efficiently processes recycled asphalt thereby increasing the amount of recycled material available to be used in asphalt mixes and significantly reducing the consumption of raw materials, including virgin oil products.
​
●
Electric and hybrid equipment that reduces our customer’s dependence on fossil fuels to power our machinery, namely many horizontal grinder models, portable screening and crushing plants, as well as hybrid mobile track plants.
​
●
Track-mounted wood chipping and recycling equipment that is used to produce mulch and compost from waste wood. The process not only reclaims fiber, but it removes material from the waste stream that fills our landfills, thus extending the life of existing landfills.
​
​
TABLE OF CONTENTS​
10    Astec Industries, Inc.    |    Notice of Annual Meeting and Proxy Statement 2024
●
Astec mobile equipment available with Tier 4 Final Emissions Technology, that reduces particulate matter and NOx emissions.
​
●
Low-emission burners that can meet the most stringent emissions requirements for aggregate dryer burners, thermal fluid heaters, and other industrial burners and heaters.
​
●
Best available control technology for a wide range of monitored emissions, including dust collectors, charcoal fume scrubbers, and blue smoke systems.
​
Our product development process also includes checks for energy efficiency and environmental impact in early stages of each project. Astec’s commitment to lead the industry with innovative, sustainable solutions is highlighted by a dedicated Product Manager for Sustainability, and a new product development program focused on reducing the carbon footprint of an asphalt plant. Active projects in this program include:
●
Creation of a calculator to quantify the operational carbon footprint of an asphalt plant.
​
●
Research and development into alternative fuels for aggregate dryer burners, thermal fluid heaters, and other industrial burners and heaters. Astec’s burners can use alternative fuels such as renewable natural gas, hydrogen blended natural gas, and biomass-to-liquid (BTL) fuels.
​
●
Development of technologies to continue reducing the production temperature of asphalt mixtures, including improvements to the Astec Green System and development of Cold Central Plant Recycle technologies.
​
●
Development of instrumentation and telematics to provide better visibility into asphalt plant energy consumption, including a system for measuring the moisture content of virgin aggregates in real-time.
​
In 2022, Astec joined The Road Forward, an initiative by the National Asphalt Pavement Association, with a goal to produce net-zero carbon emission asphalt pavements by 2050. Additionally, our participation in the U.S. Department of Energy’s Better Plants program reflects Astec’s commitment to reducing energy consumption through technical advice, energy-efficient training, and data analysis.
We believe that these sustainability initiatives, which support our employees, customers, and communities, will better position our businesses to create long-term value for our shareholders.
Human Capital Management and Corporate Culture
​
In 2023, we developed and launched a new company vision and refreshed our global code of conduct and ethics to build industry changing solutions that create life-changing opportunities. Our employees are guided by our vision, values and code of business conduct. In everyday work, our employees embody our core values of Safety, Devotion, Integrity, Respect and Innovation and in doing so, directly contribute to our reputation. Employees take pride in their work and value learning from one another. While our employees hold our values in common, they respect different perspectives and
appreciate the opportunity to work with those with diverse backgrounds. We encourage employees to become involved in their communities and many employees do contribute their time and talents to community efforts. Our employees contribute to our efforts to provide a safe and healthy workplace for all.
Compensation and Benefits
As we strive to be an employer of choice, we provide robust compensation and benefits. We achieve this by regularly conducting market reviews and adjusting our compensation programs as needed. In addition to salaries, we provide regional programs, that can include annual bonuses, share-based compensation awards, a 401(k) plan with employee matching opportunities, healthcare and insurance benefits, health savings and flexible spending accounts, paid time off, parental leave, family leave, family care resources, flexible work schedules, employee assistance programs, tuition assistance and on-site services at several of our sites, such as health centers and fitness centers, among many others.
Health and Safety
The well-being and safety of our employees is of paramount value for us and this is consistent with our core values. We manage safety at (and from) the highest levels, using the same tools we employ to measure and improve other aspects of business performance, such as continuous improvement, key performance indicators, scorecards and performance management. More particularly, we undertake the following actions:
●
provide mandatory safety trainings each month at our production facilities, which are designed to focus on empowering our employees with the knowledge and tools they need to make safe choices and to mitigate risks;
​
●
track safety leading and lagging indicators, which includes focusing on near misses, first aids, unsafe work observations abatement within 24 hours of identification and safety training;
​
●
local management cascades safety practices throughout the organization, including daily “safety huddles” for each work-shift;
​
●
utilize safety scorecards, standardized signage, and visual management throughout our facilities, in addition to traditional safety training;
​
●
conduct monthly safety calls to discuss and share best practices with our local safety managers;
​
●
conduct weekly safety incident reviews with leadership;
​
●
provide on-demand access to wellbeing resources to support physical, mental and financial health; and
​
●
distribute monthly employee newsletters and executive-led town hall meetings.
​
We believe in following a proactive approach to identify and mitigate safety issues. As such, our focus is monitoring, assessing and abating leading safety indicators through our Unsafe Work Observation program, thus preventing accidents before they happen or reducing the impact if they do occur. Abatement of safety issues in a timely
​
TABLE OF CONTENTS​​
11    Astec Industries, Inc.    |    Notice of Annual Meeting and Proxy Statement 2024
fashion is incentivized through our annual incentive program, which is partially focused on this leading safety metric.
Our Company aspires to reduce its lost time and recordable injuries each year.
In 2023, we had zero recordable injuries at five of our manufacturing sites. In 2023, we experienced a 35% decrease in our Recordable Incident Rate to 1.27 compared to 1.96 in 2022. We have worked diligently to continually assess safety risks and address issues before accidents happen. Additionally, we have worked to simplify our communication style and methodology, focusing in on picture-based communications where possible and making messaging digestible within 30 seconds or less for numerous safety topics. These efforts, coupled with our constant focus on accountability, standardization of safety policies, and continuing education, have been instrumental in reducing our overall injury rates.
Talent Development, Diversity, Equity and Inclusion
Our key talent philosophy is to develop talent from within and supplement with external hires. This approach has yielded a deep understanding among our employee base of our business, products, and customers, while adding new employees and ideas in support of our continuous improvement mindset. Our talent acquisition team uses internal and external resources to recruit highly skilled and talented workers, and we encourage employee referrals for open positions.
In 2023, we further enhanced the framework we call Career Journeys, which provides common job profiles and career paths for employees to navigate their growth and development.
We provide all employees with a wide range of professional development experiences, both formal and informal, at all stages in their careers. In addition, talent development and succession planning for critical roles is a cornerstone of our talent program. Development plans are created and monitored for critical roles to ensure progress is made along the established timelines. In 2023, we rolled out leadership development training to supervisors and managers globally.
One of our core values  —  Respect  —  reflects the behavior we strive to include in every aspect of the way we conduct business. We recognize that our best performance comes when our teams are diverse and inclusive. We continue to define our diversity, equity and inclusion strategy. These efforts touch all levels of the Company, including our Board.
We continue to listen to our employees through our Voice of OneASTEC survey. Throughout the year, we focused on the three main areas of opportunity  —  Communication, Performance Management, and Change Management.
Overseeing Employee Ethical Standards and Adherence
​
As it relates to customers, investors, suppliers and partners, the Company is dedicated to conducting business with integrity and responsibility for the greater good. We promote honest and ethical conduct, compliance with applicable government regulations and accountability by all of our directors, officers and employees. When considering an acquisition or partnership, the Company embeds questions specific to human capital management within its due diligence approach. These questions are in the areas of culture, equal employment opportunity, compliance with governing bodies, ethics and employee benefits. We ask these questions in an effort to ensure that the acquisition or partnership candidate is a positive cultural fit and to minimize any risk when assessing the acquisition or partnership candidate. In addition, we undertake the following efforts in this arena:
●
Astec Global Code of Conduct and Ethics (“Code of Ethics”), available at https://astecindustries.com/legal/corporate-code-of-conduct.html sets forth our expectations of our employees, officers, directors and other stakeholders in respect of dealing fairly and honestly with our stakeholders: shareholders, customers, suppliers, competitors and employees. All of us are expected to behave in an ethical manner and to not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair dealing practice. Our CEO, CFO, and other senior financial officers, including site controllers, are expected to comply with additional standards of conduct that are listed under the section of the Code of Ethics entitled “Supplemental Standards for Chief Executive Officer and Other Senior Financial Officers.”​
​
●
Anonymous employee hotline for reporting possible violations of Code of Ethics is administered by an outside vendor. Telephone operators for this compliance hotline have been trained to receive the calls and generate a report to be sent to the Chief Compliance Officer of the Company.
​
●
Mandatory attestation, at hire and annually, to the Code of Ethics from all employees.
​
Supplier Code of Conduct
​
Only suppliers who comply with the expectations detailed in our Core Values, Global Code of Business Conduct and Ethics, Conflict Minerals Policy, California Transparency in Supply Chain Act and contract terms and conditions will be permitted to supply materials or services to Astec. Astec verifies its supply chain through the supplier onboarding and contracting process and under our Conflict Minerals program. As part of those programs, our suppliers are expected to respect all individuals and promote the core values of dignity and honor in their operations. This includes zero tolerance for human trafficking and illegal labor practices in the supply chain. Those organizations that do not follow our rigorous standards will not be permitted to do business with us. Our Supplier Code of Conduct is available at https://www.astecindustries.com/esg/.
​
TABLE OF CONTENTS​​
12    Astec Industries, Inc.    |    Notice of Annual Meeting and Proxy Statement 2024
SHAREHOLDER
ENGAGEMENT
We value our shareholders’ views and insights, and are particularly proud of our frequent and active shareholder engagement in calendar year 2023. Shareholder feedback received through this engagement is an integral part of our corporate governance practices. In calendar year 2023, we participated in both in-person as well as virtual investor conferences and investor meetings. In particular, in 2023, we:
●
Participated in five investor conferences; and
​
●
Conducted 108 one-on-one meetings with investors and research analysts.
​
​
Shareholder Engagement Process
​
The Company oversees a rigorous, deliberate and comprehensive shareholder engagement process that builds better lines of communication between investors and management. Over the last several years, our management team has engaged with a significant number of our largest shareholders to hear their perspectives about issues that are important to them, both generally and with regard to the Company. This has helped us build informed and productive relationships with our shareholders. This program complements the ongoing dialogue throughout the year among our shareholders and our Chief Executive Officer, Chief Financial Officer, and Senior Vice
President of Administration and Investor Relations, Corporate Secretary on financial and strategic performance of the Company. In calendar year 2023, we focused on continuing to update shareholders on progress made on our strategic objectives.
We believe that this shareholder engagement process promotes transparency between the Board and our shareholders and builds informed and productive relationships.
​
[MISSING IMAGE: fc_shareholder-pn.jpg]
TABLE OF CONTENTS​​
13    Astec Industries, Inc.    |    Notice of Annual Meeting and Proxy Statement 2024
Shareholder Engagement Cycle
​
Our year-round engagement cycle with the investors is reflected below:
[MISSING IMAGE: fc_reflected-pn.jpg]
Please continue to share your thoughts or concerns at any time. The Board has established a process to facilitate communication by shareholders with the Board, described below.
Communications with the Board
​
The Board has unanimously adopted a process to facilitate written communications by shareholders to the Board. Shareholders wishing to write to the Board, our independent directors or a specified director
or a committee of the Board should send correspondence to: Board of Directors, c/o Corporate Secretary, Astec Industries, Inc., 1725 Shepherd Road, Chattanooga, Tennessee 37421. The Corporate Secretary will promptly forward a copy of such communications to the members of the Board to whom the communication is directed or, if the communication is not directed to any particular member(s) or committee of the Board, to all members of the Board.
​
TABLE OF CONTENTS​
14    Astec Industries, Inc.    |    Notice of Annual Meeting and Proxy Statement 2024
BOARD OF
DIRECTORS
Our Board’s responsibility, on behalf of our shareholders, is to oversee the conduct of our Company’s business, provide advice and counsel to our Chief Executive Officer and senior management, protect our Company’s best interests and foster the creation of long-term value for our shareholders. Our Board currently consists of 11 directors, including Mr. James Baker, who is retiring and not standing for re-election at the Annual Meeting. Effective at the Annual Meeting and following Mr. Baker’s retirement, the size of the board will be reduced to 10 directors.
Our Board has nominated Directors Gliebe, Winford, Jackson and Shannon as Class II Directors. The four Class II directors, if elected, will each serve for a three-year term or until their successor is duly elected and qualified.
Our Board is divided into three classes with staggered three-year terms.
​
​
Name
​ ​
Age
​ ​
Class
​ ​
Director
Since
​ ​
Current
Term
Expires
​ ​
Position
​ ​
Committee Membership
​
​
AC
​ ​
CC
​ ​
NCGC
​
​ Gehl, William D ​ ​
77
​ ​
I
​ ​
1999
​ ​
2026
​ ​ Former Chairman and CEO of
Gehl Company 		​ ​ ​ ​ ​ ​ ​ ​
•
​
​ Jain, Nalin ​ ​
54
​ ​
I
​ ​
2022
​ ​
2026
​ ​ Group President, Digital
Electronics, Wabtec
Corporation 		​ ​
•
​ ​ ​ ​ ​
•
​
​ van der Merwe, Jaco G. ​ ​
51
​ ​
I
​ ​
2023
​ ​
2026
​ ​ President and CEO of Astec
Industries, Inc. 		​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ Baker, James B* ​ ​
78
​ ​
II
​ ​
2010
​ ​
2027
​ ​ Managing Partner of River
Associates Investments, LLC 		​ ​
•
​ ​ ​ ​ ​ ​ ​
​ Gliebe, Mark J. ​ ​
63
​ ​
II**
​ ​
2022
​ ​
2027
​ ​ Former Chairman and CEO,
Regal Beloit Corporation 		​ ​
•
​ ​
•
​ ​ ​ ​
​ Jackson, Jeffrey T. ​ ​
58
​ ​
II**
​ ​
2024
​ ​
2027
​ ​ President and CEO, PGT
Innovations, Inc 		​ ​ ​ ​ ​
•
​ ​ ​ ​
​ Shannon, Patrick S. ​ ​
61
​ ​
II**
​ ​
2024
​ ​
2027
​ ​ Former CFO, Allegion, PLC ​ ​
•
​ ​ ​ ​ ​ ​ ​
​ Winford, James ​ ​
58
​ ​
II**
​ ​
2023
​ ​
2027
​ ​
President of Prairie Contractors, LLC
​ ​ ​ ​ ​ ​ ​ ​
•
​
​ Cook, Tracey H ​ ​
56
​ ​
III
​ ​
2018
​ ​
2025
​ ​ VP of Fluor Corporation and
President of AMECO 		​ ​
Chair
​ ​
•
​ ​ ​ ​
​ Howell, Mary L ​ ​
71
​ ​
III
​ ​
2019
​ ​
2025
​ ​ CEO of Howell Strategy Group ​ ​ ​ ​ ​ ​ ​ ​
Chair
​
​ Knoll, Linda I ​ ​
63
​ ​
III
​ ​
2022
​ ​
2025
​ ​ Former CHRO of Fiat Chrysler Automobiles and CNH Industrial ​ ​ ​ ​ ​
Chair
​ ​
•
​
AC: Audit Committee
CC: Compensation Committee
NCGC: Nominating and Corporate Governance Committee
*
Mr. Baker is retiring and not standing for re-election at the Annual Meeting.
​
**
Assumes the election of Messrs. Gliebe, Jackson and Shannon and Dr. Winford as Class II Directors by the shareholders at the 2024 Annual Meeting.
​
TABLE OF CONTENTS​
15    Astec Industries, Inc.    |    Notice of Annual Meeting and Proxy Statement 2024
[MISSING IMAGE: pc_board-pn.jpg]
* The charts above assume that the Director Nominees Messrs. Gliebe, Jackson and Shannon and Dr. Winford have been elected by the shareholders at the 2024 Annual Meeting and Mr. Baker has retired.
Summary of Director Qualifications and Experience Matrix
​
Our Board possesses a mix of diversity in terms of gender, background, age, skills, business experience, service on our Board and the boards of other organizations and viewpoints. Each director is individually qualified to make unique and substantial contributions. Collectively, our directors’ diverse viewpoints and independent-mindedness enhance the quality and effectiveness of Board deliberations and decision making. This blend of qualifications, attributes and tenure results in highly effective leadership.
The table below summarizes the skills, qualifications and attributes that are most important to us, and how the composition of our nominees for the Board meets these needs are explained in the next table.
​
​
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. ​
TABLE OF CONTENTS​
16    Astec Industries, Inc.    |    Notice of Annual Meeting and Proxy Statement 2024
​
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. ​
​ Qualifications &
Attributes 		​ ​
Baker
​ ​
Cook
​ ​
Gehl
​ ​
Gliebe
​ ​
Howell
​ ​
Jackson
​ ​
Jain
​ ​
Knoll
​ ​
Shannon
​ ​ van
der
Merwe 		​ ​
Winford
​
​ Accounting/Auditing ​ ​ ​ ​ • ​ ​ ​ ​ ​ • ​ ​ ​ ​ ​ • ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ • ​ ​ ​ ​ ​ • ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ • ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ • ​ ​
​ Finance ​ ​ ​ ​ • ​ ​ ​ ​ ​ • ​ ​ ​ ​ ​ • ​ ​ ​ ​ ​ • ​ ​ ​ ​ ​ • ​ ​ ​ ​ ​ • ​ ​ ​ ​ ​ • ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ • ​ ​ ​ ​ ​ • ​ ​ ​ ​ ​ • ​ ​
​ Government/Regulatory ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ • ​ ​ ​ ​ ​ • ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ • ​ ​ ​ ​ ​ • ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ Human Resources/​Compensation ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ • ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ • ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ • ​ ​ ​ ​ ​ • ​ ​ ​ ​ ​ • ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ • ​ ​ ​ ​ ​ ​ ​ ​
​ Industry Experience ​ ​ ​ ​ • ​ ​ ​ ​ ​ • ​ ​ ​ ​ ​ • ​ ​ ​ ​ ​ • ​ ​ ​ ​ ​ • ​ ​ ​ ​ ​ • ​ ​ ​ ​ ​ • ​ ​ ​ ​ ​ • ​ ​ ​ ​ ​ • ​ ​ ​ ​ ​ • ​ ​ ​ ​ ​ • ​ ​
​ International ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ • ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ • ​ ​ ​ ​ ​ • ​ ​ ​ ​ ​ • ​ ​ ​ ​ ​ • ​ ​ ​ ​ ​ • ​ ​ ​ ​ ​ • ​ ​ ​ ​ ​ • ​ ​ ​ ​ ​ ​ ​ ​
​ Manufacturing/Operational Excellence ​ ​ ​ ​ • ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ • ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ • ​ ​ ​ ​ ​ • ​ ​ ​ ​ ​ • ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ • ​ ​ ​ ​ ​ • ​ ​
​ Mergers & Acquisitions ​ ​ ​ ​ • ​ ​ ​ ​ ​ • ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ • ​ ​ ​ ​ ​ • ​ ​ ​ ​ ​ • ​ ​ ​ ​ ​ • ​ ​ ​ ​ ​ • ​ ​ ​ ​ ​ • ​ ​ ​ ​ ​ • ​ ​ ​ ​ ​ • ​ ​
​ Public Company Executive Experience ​ ​ ​ ​ • ​ ​ ​ ​ ​ • ​ ​ ​ ​ ​ • ​ ​ ​ ​ ​ • ​ ​ ​ ​ ​ • ​ ​ ​ ​ ​ • ​ ​ ​ ​ ​ • ​ ​ ​ ​ ​ • ​ ​ ​ ​ ​ • ​ ​ ​ ​ ​ • ​ ​ ​ ​ ​ ​ ​ ​
​ Strategy ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ • ​ ​ ​ ​ ​ • ​ ​ ​ ​ ​ • ​ ​ ​ ​ ​ • ​ ​ ​ ​ ​ • ​ ​ ​ ​ ​ • ​ ​ ​ ​ ​ • ​ ​ ​ ​ ​ • ​ ​ ​ ​ ​ • ​ ​ ​ ​ ​ • ​ ​
​ Technology ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ • ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ • ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ • ​ ​ ​ ​ ​ • ​ ​
Board Evaluations, Diversity and Refreshment
​
We routinely assess the composition of the Board and aim to strike a balance between the knowledge and understanding of the business that comes from longer-term service on the Board and the fresh ideas and perspective that can come from adding new members. Therefore, the Board seeks to have a mix of long-, mid- and short-tenured directors to ensure a balance of views and insights. To this end, the Board has added three new independent directors in the past 12 months.
We are also committed to providing transparency about our Board and committee evaluation process. The chair of the Nominating and Corporate Governance Committee leads the Board’s self-evaluation process. Each director is asked to complete a comprehensive questionnaire evaluating the performance of the Board as a whole and the committees on which the director serves. The questions also address the director’s own performance, and the performance of each of the director’s peers on the Board. The directors’ responses are aggregated and can be anonymized to encourage the directors to respond candidly and to maintain the confidentiality of their responses, if they so choose. The chair summarizes the directors’ responses about the performance of the Board as a whole and the committees and shares her findings with the Board. The annual evaluation process provides the Board with valuable insight regarding areas where the Board believes it functions effectively and, more importantly, areas where the Board believes it can improve. For example, input generated by Board members in recent years has focused, among other things, on the composition of our Board, which has encouraged and informed our recent Board refreshment efforts.
Since 2018, we have added nine highly qualified independent directors, including three women and one ethnically and racially diverse director, to the Board. In addition, the Board has a mandatory retirement age of seventy-five (75) years of age. However, a director elected to the Board prior to age seventy-five (75) may continue to serve on the Board for such director’s remaining term, but shall not be re-nominated for election at the end of such Director’s term, unless waived by the Board.
TABLE OF CONTENTS
17    Astec Industries, Inc.    |    Notice of Annual Meeting and Proxy Statement 2024
[MISSING IMAGE: org_boardrefresh-pn.jpg]
​
Board Diversity Matrix (As of the date of the 2024 Annual Meeting)
​
​
Total number of directors
​ ​
10
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ ​ ​ ​ ​ ​ ​
Female
​ ​
Male
​ ​
Non-Binary
​ ​
Did Not Disclose
​
​ Part I: Gender Identity ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ Directors ​ ​ ​ ​ ​ ​ ​ 3 ​ ​ ​ ​ ​ 7 ​ ​ ​ ​ ​ ​ ​ ​
​ Part II: Demographic Background ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ African American or Black ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ Alaskan Native or Native ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ American Asian ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1 ​ ​ ​ ​ ​ ​ ​ ​
​ Hispanic or Latinx ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ Native Hawaiian or Pacific Islander ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ White ​ ​ ​ ​ ​ ​ ​ 3 ​ ​ ​ ​ ​ 6 ​ ​ ​ ​ ​ ​ ​ ​
​ Two or More Races or Ethnicities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ LGBTQ+ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ Did Not Disclose Demographic Background ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Note: The charts above assume that the Director Nominees Messrs. Gliebe, Jackson and Shannon and Dr. Winford have all been elected by the Shareholders at the 2024 Annual Meeting and Mr. Baker has retired.
TABLE OF CONTENTS​
18    Astec Industries, Inc.    |    Notice of Annual Meeting and Proxy Statement 2024
Nominees for Election of Class II Directors
​
The Board has nominated the following directors for re-election as Class II directors for a three-year term expiring at the Annual Meeting of Shareholders in 2027:
​ ​ ​ ​
Mark J. Gliebe
​
​
[MISSING IMAGE: ph_markjgliebe-4clr.jpg]
​ ​ Age: 63 ​
​
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.
​
​ ​ ​ ​
Jeffrey T. Jackson
​
​
[MISSING IMAGE: ph_jeffreyjackson-4clr.jpg]
​ ​ Age: 58 ​
​
Mr. Jackson is the President and Chief Executive Officer of PGT Innovations Inc. (NYSE: PGTI), a manufacturer and supplier of windows, doors and garage doors with annual revenues in excess of $1.5 billion. He has been at PGT since 2005 and has held the roles of CFO, Chief Operating Officer and Treasurer. Prior to PGT, Mr. Jackson held various roles at food and beverage companies, including Hershey (NYSE: HSY) and Coca-Cola (NYSE: KO). Prior to that, he was an Audit Manager with KPMG LLP.
Mr. Jackson is a visionary leader with an impressive track record of driving sales and bottom line results. He is a proven business executive with extensive experience leading operations and financial strategy, developing organizational capability, and improving business performance. His broad background in publicly traded companies demonstrates his seasoned ability at leading large organizations and successfully driving shareholder value. Mr. Jackson currently serves as a Director of PGT and Smith Douglas Homes Corp. (NYSE: SDHC).
​
​ ​ ​ ​
Patrick S. Shannon
​
​
[MISSING IMAGE: ph_patrickshannon-4clr.jpg]
​ ​ Age: 61 ​
​
Mr. Shannon served as CFO of Allegion plc (NYSE: ALLE), a leading global provider of security products and solutions with annual revenues in excess of $3 billion, following its spinoff from Ingersoll Rand (NYSE: IR) in 2013 until his retirement in 2022. Prior to his role as CFO at Allegion, Mr. Shannon spent 11 years in various finance roles at Ingersoll Rand. He also previously served as CFO of AGCO Corporation (NYSE: AGCO), a global manufacturer of agricultural equipment, for two years after several years of progressive roles in accounting, controls, and international finance. Prior to AGCO, Mr. Shannon was a Senior Auditor for Arthur Andersen LLC.
Mr. Shannon is a two-time public company CFO with deep manufacturing experience. He has extensive experience in M&A transactions, capital markets, strategic planning and operational execution. Over the course of his career, he has led finance transformative initiatives resulting in improved digital tools, data analytics, talent development and employee engagement. Mr. Shannon has earned a reputation as an operational finance leader who thinks strategically about business growth.
​
TABLE OF CONTENTS​
19    Astec Industries, Inc.    |    Notice of Annual Meeting and Proxy Statement 2024
​ ​ ​ ​
James Winford
​
​
[MISSING IMAGE: ph_jameswinford-4clr.jpg]
​ ​ Age: 58 ​
​
Dr. Winford joined the Astec Industries, Inc. Board of Directors in July 2023. He currently serves as the President of Prairie Contractors, LLC, a privately-held asphalt producer and highway contractor located in Louisiana. The company specializes in the production and construction of hot-mix asphalt pavements and operates fixed base asphalt plants and aggregate distribution facilities in south central and southwestern Louisiana. Dr. Winford has a Master of Science degree in Civil Engineering and Master of Business Administration degree, both from Tulane University. He has a Ph.D. in Civil Engineering with a concentration in Materials and Pavements, from Auburn University. Dr. Winford serves on the National Asphalt Pavement Association and National Center for Asphalt Technology boards and is past chairperson of each.
​
​
Dr. Winford brings valuable, direct industry experience to the Board having worked in the asphalt industry for over thirty years and having served as the chairperson of multiple industry groups in the asphalt industry.
​
Continuing Directors Not Standing For Re-Election
​
The following Class I directors’ terms will continue until the 2026 Annual Meeting of Shareholders:
​ ​ ​ ​
William D. Gehl
​
​
[MISSING IMAGE: ph_williamgehlnew-4clr.jpg]
​ ​ Age: 77 ​
​
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
​
​
[MISSING IMAGE: ph_nalinjain-4clr.jpg]
​ ​ Age: 54 ​
​
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.
​
TABLE OF CONTENTS
20    Astec Industries, Inc.    |    Notice of Annual Meeting and Proxy Statement 2024
​ ​ ​ ​
Jaco G. van der Merwe
​
​
[MISSING IMAGE: ph_jacovandermerwe-4clr.jpg]
​ ​ Age: 51 ​
​
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.
​
The following Class III directors’ terms will continue until the 2025 Annual Meeting of Shareholders:
​ ​ ​ ​
Tracey H. Cook
​
​
[MISSING IMAGE: ph_traceyhcook-4clr.jpg]
​ ​ Age: 56 ​
​
Tracey H. Cook is a Vice President of Fluor Corporation leading strategic talent planning across all Business Segments. Prior to this role in Human Resources, she served as the President of AMECO since 2014. Fluor is a Fortune 500 engineering and construction company and AMECO offerings included construction equipment, tools, and scaffolding solutions.
Ms. Cook joined Fluor Corporation in 1989 and, beginning in 2001, served as AMECO’s Chief Financial Officer, VP of Regional Operations for North America/Caribbean and Chief Operations Officer for the business globally before becoming its President in 2014. Ms. Cook led the divestitures of AMECO’s global businesses completing the last remaining region in 2023 while also supporting M&A for Fluor Corporation.
Prior to 2001, she worked in finance on multiple projects with various industry groups in addition to new business and e-commerce initiatives for Fluor. She then transferred to AMECO where she was instrumental in divesting the five North American commercial equipment dealerships in 2001.
She has a B.S. in Accounting from the University of South Carolina and has completed several executive management and leadership programs including Wharton and Thunderbird. Ms. Cook has been a director of the Company since 2018.
Ms. Cook brings over 30 years of experience in optimizing operations, finance, strategy, divestitures and acquisitions, and international business in the engineering, construction, and equipment industries. As a leader at a Fortune 500 engineering and construction company, Ms. Cook is uniquely qualified to provide relevant expertise that is very valuable to the Company as it executes its strategy. Ms. Cook serves as one of the financial experts and is the chair of the Company’s Audit Committee and serves on the Compensation Committee.
​
TABLE OF CONTENTS
21    Astec Industries, Inc.    |    Notice of Annual Meeting and Proxy Statement 2024
​ ​ ​ ​
Mary L. Howell
​
​
[MISSING IMAGE: ph_marylhowellnew-4clr.jpg]
​ ​ Age: 71 ​
​
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
​
​
[MISSING IMAGE: ph_lindaiknollnew-4clr.jpg]
​ ​ Age: 63 ​
​
Linda I. Knoll was a long-serving senior executive for both Fiat Chrysler Automobiles (FCA) and CNH Industrial (CNHi), a global manufacturer of agriculture and construction equipment. She joined CNHi in 1994  —  after spending more than a decade in supply chain and program management positions at General Dynamics  —  and in 1999, became VP and General Manager of its global Crop Production business. From 2003-2007, Ms. Knoll led manufacturing restructuring/merger integration in North America as VP of Industrial Operations, and then directed the advancement of agricultural industrial operations and product development around the world (as EVP of WW Manufacturing and EVP, WW Product Development). She was named CHRO in late 2007. For 15 of her 25 years with CNHi, Ms. Knoll was a member of the Group Executive Council  —  the senior leadership committee responsible for management of the company. She also served on the equivalent leadership team of FCA for 10 years as CHRO.
Ms. Knoll has served as a director of Schneider Electric SE since 2014. She currently chairs the Human Capital & Renumeration Committee and is a member of the Governance and Sustainability Committee. In 2022, she was appointed to the board of Iveco Group N.V. where she serves on its Human Capital and Compensation Committee as chair and is a member of the ESG Committee. She graduated from Central Michigan University with a Bachelor of Science Degree. Ms. Knoll has been a director of the Company since 2022.
Ms. Knoll’s depth of public company leadership experience, her expertise in managing complex manufacturing operations, knowledge of operations of multi-billion-dollar global enterprises, and mergers and acquisitions (including integration) are especially valuable to the Board and the management team.
​
TABLE OF CONTENTS​
22    Astec Industries, Inc.    |    Notice of Annual Meeting and Proxy Statement 2024
Retiring Directors Not Standing for Re-Election
​
Set forth below is information about our director who is retiring and not standing for re-election at the 2024 Annual Meeting:
​ ​ ​ ​
James B. Baker
​
​
[MISSING IMAGE: ph_jamesbbakernew-4clr.jpg]
​ ​ Age: 78 ​
​
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.
​
TABLE OF CONTENTS​​​​
23    Astec Industries, Inc.    |    Notice of Annual Meeting and Proxy Statement 2024
CORPORATE GOVERNANCE,
THE BOARD AND ITS
COMMITTEES
Principles of Corporate Governance
​
Strong corporate leadership of the highest ethics and integrity has long been a major focus of the Company’s Board and management. As a result, we are committed to strong corporate governance practices. Highlights of our corporate governance practices include the following:
●
Currently, an independent director serves as the Chair of the Board. The Board has the responsibility to fill the positions of Chair of the Board and Chief Executive Officer as it deems best for the Company and its shareholders from time to time. The Chair of the Board has been designated to preside at the Board meetings and executive sessions so long as he or she is an independent director. In the Chair’s absence, the Board would designate another independent director to preside at these meetings.
​
●
All of the Company’s directors, other than Mr. van der Merwe, are independent, and all members of the Audit, Compensation, and Nominating and Corporate Governance Committees are independent.
​
●
The independent directors meet in executive session without management present in connection with each quarterly Board meeting.
​
●
Directors reaching the age of 75 may continue to serve for their remaining term, but will retire, and not be re-nominated, at the end of their remaining term, unless waived by the Board.
​
●
If a director experiences a material change in his or her principal professional responsibility, including retirement from any such principal professional responsibility, such director should notify the Chair of the Board of the change and offer his or her resignation for consideration by the Board, which the Board may choose not to accept.
​
●
Directors are provided with orientation and continuing education opportunities on an ongoing basis relating to performance of their duties as directors.
​
●
The purpose, composition, structure, responsibilities and duties of each of the standing Board committees are set forth in written charters approved from time to time by the Board.
​
●
The Board and each of the Board committees have authority to engage outside advisers, including an independent compensation consultant and outside legal counsel, who are independent of management to provide expert or legal advice to the directors.
​
●
The Nominating and Corporate Governance Committee from time to time reviews the governance structures and procedures of the Company and suggests improvements thereto to the full Board, which, if adopted by the full Board, are then incorporated into our Corporate Governance Guidelines. We
​
updated our Corporate Governance Guidelines in February 2024.
●
Each director must receive a majority of the shareholder votes present, in person or by proxy, at the Annual Meeting.
​
●
We do not have a “poison pill” plan in place.
​
●
Our Insider Trading Policy prohibits our directors, officers and employees from purchasing financial instruments, or otherwise engaging in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of Company Common Stock.
​
●
Our non-employee directors, Chief Executive Officer and other senior officers are subject to stock ownership guidelines to further align their interests with those of our stockholders.
​
Independent Directors
​
The Company’s Common Stock is traded in the Nasdaq National Market under the symbol “ASTE.” Nasdaq requires that a majority of the directors be “independent directors,” as defined in the Rule 5605(a)(2) of the Nasdaq Rules. Generally, a director does not qualify as an independent director if the director (or in some cases, members of the director’s immediate family) has, or in the past three years has had, certain material relationships or affiliations with the Company, its external or internal auditors, or other companies that do business with the Company. The Board has affirmatively determined that all of the current directors (and director nominees), except Mr. van der Merwe, the Company’s CEO, qualify as independent directors under Nasdaq Rules and our Corporate Governance Guidelines based on an analysis of all facts specific to each director.
Board Leadership Structure and Risk Oversight
​
William D. Gehl currently serves as Chairman of the Board and as such presides over and sets the agenda for meetings of the Board. We believe the Board’s current leadership structure facilitates the Board’s oversight of the Company’s risk management. The Company’s Board of Directors will periodically review its leadership structure to ensure that it remains the optimal structure for the Company and its shareholders.
The full Board has primary responsibility for evaluating strategic and operational risk management, and succession planning. Management informs the Board of the operational and financial risks the Company is facing, and the Board reviews the steps that management is taking to address and mitigate such risks. The Audit Committee maintains responsibility for overseeing our major financial and accounting risk exposures and the steps management has taken
​
TABLE OF CONTENTS​​​
24    Astec Industries, Inc.    |    Notice of Annual Meeting and Proxy Statement 2024
to monitor and control these exposures, including policies and procedures for assessing and managing risk, as well as oversight of compliance related to legal and regulatory exposure and cybersecurity. The Compensation Committee evaluates risks arising from our compensation policies and practices, as more fully described below. The Audit Committee and Compensation Committee provide reports to the full Board regarding these and other matters.
Board’s Role in Succession Planning
​
As reflected in our Corporate Governance Guidelines, the Board is responsible for planning for effective succession of the CEO and senior management, and the Board expects management to have an ongoing program for effective senior leadership development and succession. It is our practice to have the CEO review annually with the full Board the abilities of the key senior managers and their likely successors. Additionally, the Board oversees ongoing plans for management development and retention, as well as executive succession, including CEO succession.
Board Meetings and Attendance
​
The Company’s expectation is that all directors attend all meetings of the Board of Directors and committees on which they serve and the Annual Meeting of shareholders. During calendar year 2023, the Board of Directors held six meetings in person or telephonically, and the Board’s committees held the meetings described below. During calendar year 2023, each incumbent director attended at least 75% of the aggregate of: (1) the total number of meetings of the Board of Directors held during their term as a director and (2) the total number of meetings held by all committees of the Board on which the director served. All of the Company’s directors who were serving in such capacity at such time were in attendance at the Company’s 2023 Annual Meeting of shareholders. The independent directors meet in executive sessions at least four times a year after each quarterly board meeting.
Board Committees
​
The Company’s Board of Directors has an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. Certain information regarding the Board’s committees is set forth below. A copy of the current charter for reach committee can be found on the Company’s website at www.astecindustries.com/esg/governance-documents.
Audit Committee
The Audit Committee, established in accordance with Section 3(a)(58)(A) of the Exchange Act, annually reviews and recommends to the Board the firm to be engaged as the independent registered public accounting firm for the next year, reviews with the independent registered public accounting firm the plan and results of the auditing engagement, reviews the scope and results of the Company’s procedures for internal auditing and inquires as to the adequacy of the Company’s internal controls over financial reporting. The Audit Committee currently consists of Directors Cook (Chair),
Baker, Gliebe, Jain, and Shannon. Mr. Baker, Ms. Cook and Mr. Shannon have been designated by the Board as Audit Committee financial experts. The Audit Committee held seven meetings in calendar year 2023. All members of the Audit Committee are independent (as independence is defined in the Nasdaq Rules). The Board of Directors has adopted a written charter for the Audit Committee.
Compensation Committee
The Compensation Committee is authorized to evaluate, determine and approve the compensation of our executive officers, including our named executive officers with the exception of our CEO. Our Compensation Committee is also authorized to consider and recommend to the full Board the compensation of our CEO, review and approve the executive compensation plans and policies of the Company, and administer the Company’s stock incentive plans. The Compensation Committee is also responsible for reviewing and recommending to the Board of Directors for approval any changes to the compensation program for non-employee directors.
The Compensation Committee currently consists of Directors Knoll (Chair), Cook, Gliebe, and Jackson. The Compensation Committee held four meetings in calendar year 2023. All members of the Compensation Committee are independent (as independence is defined in the Nasdaq Rules). The Board of Directors has adopted a written charter for the Compensation Committee. Pursuant to its charter, the Compensation Committee may form and delegate any of its responsibilities to one or more subcommittees comprised of one or more members of the Committee.
The Company’s Chief Executive Officer typically attends Compensation Committee meetings but is not present for the executive sessions or for any discussion of the CEO’s own compensation. The Company’s Chief Executive Officer has historically given the Compensation Committee a performance assessment and compensation recommendation for each of the other named executive officers. Those recommendations are then considered by the Compensation Committee when approving executive officer compensation. The Compensation Committee’s primary processes and procedures for establishing and overseeing executive compensation can be found in the Compensation Discussion and Analysis section beginning on page 32 of this Proxy Statement.
Compensation Committee Interlocks and Insider Participation
During calendar year 2023, none of the members of the Compensation Committee had any relationship with the Company requiring disclosure under Item 404 of Regulation S-K. In addition, during calendar year 2023, none of our executive officers served on the board of directors or the compensation committee (or equivalent) of the board of directors of another entity whose executive officer(s) served on our Board of Directors or our Compensation Committee. None of the members of the Compensation Committee was an officer or employee of the Company during calendar year 2023 or at any time in the past.
​
TABLE OF CONTENTS​​​
25    Astec Industries, Inc.    |    Notice of Annual Meeting and Proxy Statement 2024
Nominating and Corporate Governance Committee
The Nominating and Corporate Governance Committee interviews, evaluates, nominates and recommends individuals for membership on the Company’s Board and committees thereof and is responsible for establishing and periodically reviewing and revising the Company’s corporate governance policies and principles. The Nominating and Corporate Governance Committee currently consists of Directors Howell (Chair), Gehl, Knoll, Jain, and Winford. The Nominating and Corporate Governance Committee held four meetings in calendar year 2023 and has approved the Director nominations submitted in this Proxy Statement. All members of the Nominating and Corporate Governance Committee are independent (as independence is defined in the Nasdaq Rules). The Nominating and Corporate Governance Committee acts under a written charter adopted by the Board of Directors.
Director Nomination Process
​
The Nominating and Corporate Governance Committee will consider written recommendations from shareholders for Company nominees to the Board. A shareholder who wishes to recommend a director candidate may do so by submitting the candidate’s name, resume and biographical information and qualifications to the attention of the Corporate Secretary, Astec Industries, Inc. at 1725 Shepherd Road, Chattanooga, Tennessee 37421. All recommendations received by the Corporate Secretary will be presented to the Nominating and Corporate Governance Committee for its consideration. The Nominating and Corporate Governance Committee will consider those candidates who meet the criteria described below, and the Nominating and Corporate Governance Committee will recommend to the Board nominees who best suit the Board’s needs.
In order for a shareholder to make a nomination (rather than a recommendation) of a director candidate for election at an upcoming annual meeting of shareholders, such shareholder’s nomination must comply with the requirements set forth in the Company’s advance notice Bylaws provision. See the heading “Shareholder Proposals” below for additional information.
The Nominating and Corporate Governance Committee recommends nominees for election to the Board based on a number of qualifications, including but not limited to, independence, character and integrity, diversity, financial literacy, education and business experience, sufficient time to devote to the Board, and a commitment to represent the long-term interests of the Company’s shareholders. There are no differences in the manner in which the Nominating and Corporate Governance Committee evaluates a candidate that is recommended for nomination for membership on the Company’s Board by a shareholder.
The Nominating and Corporate Governance Committee identifies potential Company nominees for director through a variety of business contacts, including current executive officers, directors, community leaders and shareholders. The Committee may also, to the extent it deems appropriate, retain a professional search firm and other advisors to identify potential nominees for director.
The Nominating and Corporate Governance Committee evaluates candidates to the Board by reviewing their biographical information and qualifications. If the Nominating and Corporate Governance Committee determines that a candidate is qualified to serve on the Board, such candidate is interviewed by members of the Nominating and Corporate Governance Committee and often other directors, including our Chief Executive Officer. Members of the Board also have an opportunity to interview qualified candidates. As described above, the Committee will also consider candidates recommended by shareholders. The Nominating and Corporate Governance Committee then determines, based on the background information and the information obtained in the interviews, whether to recommend to the Board that the Company nominate a candidate for approval by the shareholders to fill a directorship. With respect to an incumbent director whom the Nominating and Corporate Governance Committee is considering as a potential nominee for re-election, the Committee reviews and considers the incumbent director’s service to the Company during their term, including the number of meetings attended, level of participation, and overall contribution to the Company in addition to such person’s biographical information and qualifications. The Nominating and Corporate Governance Committee gives strong consideration to a wide range of diversity factors as a matter of practice when evaluating candidates to the Board and incumbent directors.
In evaluating candidates to the Board, the Nominating and Corporate Governance Committee also takes into account the skill sets that are needed to balance and complement the skill sets of other candidates and members of the Board, and the skills and expertise of candidates that facilitate the Company’s compliance with the rules of the SEC and Nasdaq.
The Board is nominating Messrs. Gliebe, Jackson and Shannon and Dr. Winford for election as Class II directors at the Annual Meeting, each of whom is currently a director. The Nominating and Corporate Governance Committee recommended each of the four nominees to the Board.
Anti-Hedging Policy
​
Pursuant to our Insider Trading Policy, our directors, officers and employees are prohibited from purchasing financial instruments, or otherwise engaging in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of Company Common Stock, such as such as prepaid variable forward contracts, equity swaps, collars, and exchange funds.
Related Party Transactions
​
The Company recognizes that transactions between the Company and any of its related persons (as such term is defined in Item 404(a) of Regulation S-K of the Exchange Act) can present potential or actual conflicts of interest or create the appearance that Company decisions are based on considerations other than the best interests of the Company and its shareholders. Therefore, as a general matter, it is the Company’s preference to avoid such transactions. Nevertheless, the Company recognizes that there are situations where such transactions may be in, or may not be inconsistent with, the best interests of the Company. Therefore, the Company has adopted a
​
TABLE OF CONTENTS​
26    Astec Industries, Inc.    |    Notice of Annual Meeting and Proxy Statement 2024
written policy with respect to related person transactions which requires either the Company’s Audit Committee or the Company’s Compensation Committee to review and, if appropriate, to approve or ratify any such transactions. Pursuant to the Company’s Audit Committee Charter, any transaction in which the Company is or will be a participant and the amount involved exceeds $120,000, and in which any of the Company’s related persons had, has or will have a direct or indirect material interest, must be reviewed, and if appropriate, approved or ratified by the Audit Committee.
Dr. Winford, a member of our board of directors, is an executive officer and owner of one of our customers, Prairie Contractors, LLC. Sales to Prairie Contractors in 2023 were approximately $1.3 million, which made up approximately 0.1% of our net sales in 2023. Such sales were ratified by the Audit Committee pursuant to the Company’s related party transactions policy.
​
Director Compensation
​
The following table sets forth the cash and other compensation the Company paid to its non-employee directors for their services during 2023.
​
Name(1)
​ ​ Fees Earned
Paid in Cash
($)(2) 		​ ​ Stock
Awards
($)(3) 		​ ​ Total
($) 		​
​ James B. Baker ​ ​ ​ ​ 85,000 ​ ​ ​ ​ ​ 110,000 ​ ​ ​ ​ ​ 195,000 ​ ​
​ Tracey H. Cook ​ ​ ​ ​ 102,500 ​ ​ ​ ​ ​ 110,000 ​ ​ ​ ​ ​ 212,500 ​ ​
​ William G. Dorey(4) ​ ​ ​ ​ 10,000 ​ ​ ​ ​ ​ 37,540 ​ ​ ​ ​ ​ 47,540 ​ ​
​ William D. Gehl ​ ​ ​ ​ 165,000 ​ ​ ​ ​ ​ 110,000 ​ ​ ​ ​ ​ 275,000 ​ ​
​ Mark J. Gliebe ​ ​ ​ ​ 81,896 ​ ​ ​ ​ ​ 110,000 ​ ​ ​ ​ ​ 191,896 ​ ​
​ Mary L. Howell ​ ​ ​ ​ 97,500 ​ ​ ​ ​ ​ 110,000 ​ ​ ​ ​ ​ 207,500 ​ ​
​ Nalin Jain ​ ​ ​ ​ 81,896 ​ ​ ​ ​ ​ 110,000 ​ ​ ​ ​ ​ 191,896 ​ ​
​ Linda I. Knoll ​ ​ ​ ​ 90,000 ​ ​ ​ ​ ​ 110,000 ​ ​ ​ ​ ​ 200,000 ​ ​
​ Charles F. Potts(4) ​ ​ ​ ​ 7,500 ​ ​ ​ ​ ​ 37,540 ​ ​ ​ ​ ​ 45,040 ​ ​
​ William Bradley Southern(5) ​ ​ ​ ​ 90,000 ​ ​ ​ ​ ​ 110,000 ​ ​ ​ ​ ​ 200,000 ​ ​
​
Glen E. Tellock(6)​
​ ​ ​ ​ 73,750 ​ ​ ​ ​ ​ 110,000 ​ ​ ​ ​ ​ 183,750 ​ ​
​
James Winford(7)​
​ ​ ​ ​ 18,750 ​ ​ ​ ​ ​ 86,493 ​ ​ ​ ​ ​ 105,243 ​ ​
​
(1)
Mr. Ruffalo, our CEO until January 6, 2023, and Mr. van der Merwe, our CEO since January 6, 2023, each served as a director of the Company during a portion of calendar year 2023, but are not included in this section because they received no compensation for serving as a director.
​
(2)
Reflects annual retainers and supplemental annual retainers earned under the Company’s non-employee directors compensation plan and paid in cash, as described below.
​
(3)
Reflects the grant date fair value of (i) restricted stock units granted as payment of each director’s annual stock award, (ii) Common Stock awards granted as payment of the director’s annual retainer, with respect to Mr. Dorey, and (iii) deferred stock awards granted as payment of the director’s annual retainer, with respect to Mr. Potts, in each case pursuant to the Company’s non-employee directors compensation plan, as described below. The fair value of restricted stock units was determined by reference to the closing market price of the underlying shares on the day prior to grant date and in accordance with FASB ASC Topic 718.
​
(4)
Mr. Dorey and Mr. Potts did not stand for re-election as a director of the Company at the 2023 Annual Meeting, and retired effective as of April 25, 2023.
​
(5)
Mr. Southern retired as a director of the Company effective as of January 2024.
​
(6)
Mr. Tellock retired as a director of the Company effective as of July 27, 2023.
​
(7)
Dr. Winford was elected to serve as a director of the Company effective as of July 27, 2023.
​
TABLE OF CONTENTS​
27    Astec Industries, Inc.    |    Notice of Annual Meeting and Proxy Statement 2024
The following table shows the aggregate number of unvested restricted stock units and deferred stock awards held by each continuing director serving as of December 31, 2023:
​
Director
​ ​ Restricted
Stock Units 		​ ​ Deferred
Stock Awards 		​
​ James B. Baker ​ ​ ​ ​ 2,744 ​ ​ ​ ​ ​ ​ ​ ​
​ Tracey H. Cook ​ ​ ​ ​ 2,744 ​ ​ ​ ​ ​ ​ ​ ​
​ William D. Gehl ​ ​ ​ ​ 2,744 ​ ​ ​ ​ ​ 18,545 ​ ​
​ Mark J. Gliebe ​ ​ ​ ​ 2,744 ​ ​ ​ ​ ​ ​ ​ ​
​ Mary L. Howell ​ ​ ​ ​ 2,744 ​ ​ ​ ​ ​ ​ ​ ​
​ Nalin Jain ​ ​ ​ ​ 2,744 ​ ​ ​ ​ ​ ​ ​ ​
​ Linda I. Knoll ​ ​ ​ ​ 2,744 ​ ​ ​ ​ ​ ​ ​ ​
​ William Bradley Southern ​ ​ ​ ​ 2,744 ​ ​ ​ ​ ​ ​ ​ ​
​ James Winford ​ ​ ​ ​ 1,659 ​ ​ ​ ​ ​ ​ ​ ​
Material Terms of Non-Employee Directors Compensation Plan
​
Our director compensation program provides for both cash and equity compensation for our non-employee directors.
Annual Retainers. All non-employee directors receive an annual board retainer fee of $75,000, which they individually elect to receive in the form of cash, stock or deferred stock.
Supplemental Annual Retainers. Any non-employee director who serves as the Board’s non-Executive Chairman or Lead Director or serves on any Board committee receive a supplemental annual retainer as follows:
​
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 Non-Chair Member ​ ​ ​ $ 10,000 ​ ​
​ Compensation Committee Non-Chair Member ​ ​ ​ $ 7,500 ​ ​
​ Nominating and Corporate Governance Committee Non-Chair Member ​ ​ ​ $ 7,500 ​ ​
Non-employee directors may elect to defer the receipt of Common Stock received as payment of the annual retainer or upon conversion of restricted stock units issued as their annual stock award until the earlier of (i) his or her termination of service as a director, or (ii) another designated date at least three years after the date of such deferral election. If any dividends or other rights or distributions of any kind are distributed to shareholders prior to the non-employee director’s receipt of his or her deferred shares, an amount equal to the cash value of such distribution is credited to a deferred dividend account for the non-employee director. The deferred dividend account
provides the non-employee director with the right to receive additional shares of Common Stock having a fair market value as of the date of the dividend distribution equal to the cash value of the distributions.
Annual Stock Award. Each non-employee director receives a grant of restricted stock units equal in value to $110,000 on the day following each year’s annual shareholder meeting. The restricted stock units vest and convert to shares of Company Common Stock on the day prior to the next Annual Meeting of shareholders, unless the director makes an election to defer the receipt of the shares.
​
Director Stock Ownership Guidelines
​
We require our non-employee directors to hold shares of common stock of the Company having a value of at least five times the amount of the regular annual retainer paid to non-employee directors. Until a non-employee director has satisfied the stock ownership guidelines, such director is required to retain seventy five percent (75%) of the “net shares” of common stock received from us as non-employee director compensation. Furthermore, once a non-employee director has satisfied the stock ownership guidelines, any future sales of stock by such director shall be permitted only to the extent that such director shall continue to meet the guidelines immediately following such sale. Except for Messrs. Gliebe, Jain, Jackson and Shannon, Dr. Winford and Ms. Knoll, all of whom were appointed as directors in 2022 or after, all non-employee directors had met their target ownership levels as of January 1, 2024.
TABLE OF CONTENTS​
28    Astec Industries, Inc.    |    Notice of Annual Meeting and Proxy Statement 2024
PROPOSAL 1: ELECTION OF DIRECTORS
The Board of Directors of the Company is divided into three classes, with the term of office of each class ending in three successive years. The terms of directors of Class II expire at this Annual Meeting. The directors of Class I and Class III will continue in office until the 2026 and 2025 Annual Meetings of shareholders, respectively. There are three directors serving in Class I, four directors serving in Class II and
three directors serving in Class III (assuming the election of each of the four director nominees and the retirement of Mr. Baker at the Annual Meeting). The shareholders are being asked to vote for the re-election of the four director nominees identified below to serve as Class II directors.
​
​
Name
​ ​
Class
​
​ Mark J. Gliebe ​ ​
II
​
​ James Winford ​ ​
II
​
​ Jeffrey T. Jackson ​ ​
II
​
​ Patrick S. Shannon ​ ​
II
​
The relevant experiences, qualifications, attributes and skills of each nominee that led the Board to recommend them as a nominee for director are described in the section entitled “Board of Directors — Nominees for Election of Class II Directors” beginning on page 18 above.
The persons appointed as proxies will vote the shares represented by the proxy appointment in favor of the election to the Board of Directors of each of Directors Gliebe, Winford, Jackson and Shannon, unless the authority to vote for any or all of the nominees is withheld or such appointment has previously been revoked. Each
Class II director will be elected to hold office until the 2027 Annual Meeting of shareholders and thereafter until a successor has been duly elected and qualified. In the event that any nominee is unable to serve (which is not anticipated), the persons appointed as proxies will cast votes for the remaining nominees and for such other persons as they may select.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE ELECTION OF EACH OF THE NOMINEES.
​
TABLE OF CONTENTS​
29    Astec Industries, Inc.    |    Notice of Annual Meeting and Proxy Statement 2024
EXECUTIVE OFFICERS
The executive officers of the Company and their ages are as follows:
​
Name
​ ​
Age
​ ​
Position(s)
​
​ Jaco G. van der Merwe ​ ​
51
​ ​ President and Chief Executive Officer ​
​ Michael P. Norris ​ ​
55
​ ​ Group President ​
​ Barend Snyman ​ ​
51
​ ​ Group President ​
​ Heinrich Jonker ​ ​
43
​ ​ Interim Chief Financial Officer ​
​ ​ ​ ​
Jaco G. van der Merwe
​
​
[MISSING IMAGE: ph_jacovandermerwe-4clr.jpg]
​ ​ Age: 51 ​
​
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.
​
​ ​ ​ ​
Michael Norris
​
​
[MISSING IMAGE: ph_michaelnorris-4clr.jpg]
​ ​ Age: 55 ​
​
Michael Norris was named Group President of Materials Solutions in November 2023. Previously, he served as Senior Vice President of International & Aftermarket Sales beginning January 2021. Mr. Norris joined the Company in January of 2018 and previously served as Vice President of International from October 2019. Prior to that, Mr. Norris served as VP of Global Aftermarket for Filtec Ltd. for two years. Prior to joining Filtec Ltd., Mr. Norris worked in the Mining and Construction industry for 18 years in various leadership roles in Sandvik Mining & Construction and Boart Longyear.
Mr. Norris has a Bachelor of Science in Mechanical Engineering from Auburn University and a Master of Business Administration from Kennesaw State University. Mr. Norris is also active in the community as a board member on a non-for-profit organization, the Bethlehem Center, based in Chattanooga, Tennessee.
​
​ ​ ​ ​
Barend Snyman
​
​
[MISSING IMAGE: ph_barendsnyman-4clr.jpg]
​ ​ Age: 51 ​
​
Ben Snyman joined Astec Industries in July 2023 as Group President — Infrastructure. With over 25 years of experience in the capital equipment mining industry, Ben began his career as an automations engineer in South Africa in underground coal mining. He moved to the United States in 2010 with Komatsu Mining where he held various senior leadership and executive roles in product management, service and supply chain. He most recently served as a strategy executive at Cleaver-Brooks supporting 18 different industries. He holds a degree in Engineering from the University of Pretoria.
​
TABLE OF CONTENTS
30    Astec Industries, Inc.    |    Notice of Annual Meeting and Proxy Statement 2024
​ ​ ​ ​
Heinrich Jonker
​
​
[MISSING IMAGE: ph_heinrichjonker-4c.jpg]
​ ​ Age: 43 ​
​
Heinrich Jonker was named interim Chief Financial Officer in March 2024. Previously he served as Vice President Finance  —  Infrastructure Solutions since July 2021. Prior to joining the Company, Mr. Jonker held various leadership positions at Epiroc (formerly part of Atlas Copco), a global manufacturer of equipment for the mining and infrastructure industries, from 2005 to 2021, including, among others, Vice President Controlling & Finance, from 2019 to June 2021, Business Controller from 2011 to 2019 and Assistant Controller from 2010 to 2011. Mr. Jonker’s career at Atlas Copco began as a Financial Controller in 2005. Prior to joining Atlas Copco, Mr. Jonker was a financial consultant at Intentia (now part of Lawson), a publicly traded software company in Sweden. Mr. Jonker earned a Bachelor of Commerce in Financial Management from the University of Johannesburg, South Africa, a Business Performance Diploma from the Stockholm School of Economics and a Master of Business Administration from Texas A&M University – Corpus Christi.
​
TABLE OF CONTENTS​
31    Astec Industries, Inc.    |    Notice of Annual Meeting and Proxy Statement 2024
SENIOR OFFICERS
Certain other senior officers of the Company and their ages are as follows:
​
Name
​ ​
Age
​ ​
Position(s)
​
​ Stephen C. Anderson ​ ​
60
​ ​
Senior Vice President, Administration and Investor Relations, Corporate Secretary
​
​ Jamie E. Palm ​ ​
46
​ ​ Vice President, Chief Accounting Officer and Corporate Controller ​
​ Aletheia D. Silcott ​ ​
41
​ ​ Global Vice President and Head of Human Resources ​
​ ​ ​ ​
Stephen C. Anderson
​
​
[MISSING IMAGE: ph_stephencandersonnew-4clr.jpg]
​ ​ Age: 60 ​
​
Stephen C. Anderson has served as Senior Vice President of Administration and Investor Relations since 2011 and 2003, respectively. He was Secretary of the Company from January 2007 to December 2020 and Compliance Officer from 2012 to 2020. Mr. Anderson was appointed Corporate Secretary again in 2023. He has been a Director of Astec Insurance Company since 2007 and served as President from 2012 to 2020. He was Vice President of Astec Financial Services, Inc. from 1999 to 2002. Prior to his employment with the Company, Mr. Anderson spent a combined 14 years in commercial banking with SunTrust and AmSouth banks. Mr. Anderson earned a Master of Business Administration and Bachelor of Science in Management from the University of Tennessee at Chattanooga and is a graduate of the Stonier Graduate School of Banking.
​
​ ​ ​ ​
Jamie E. Palm
​
​
[MISSING IMAGE: ph_jamieepalmnew-4c.jpg]
​ ​ Age: 46 ​
​
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
​
​
[MISSING IMAGE: ph_aletheiadsilcott-4clr.jpg]
​ ​ Age: 41 ​
​
Aletheia D. Silcott has served as Global Vice President and Head of 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 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.
​
TABLE OF CONTENTS​​​
32    Astec Industries, Inc.    |    Notice of Annual Meeting and Proxy Statement 2024
COMPENSATION DISCUSSION AND ANALYSIS
Overview
​
In the paragraphs that follow, we will give an overview and analysis of our compensation programs and policies, the material compensation decisions we have made under those programs and policies, and the material factors that we considered in making those decisions. This section includes, among other things, an explanation of the overall objectives of our compensation program, what it is designed to reward, and each element of the compensation that we provide. Later in this proxy statement under the heading “Executive Compensation,” you will find a series of tables containing specific information about the compensation earned or paid in calendar year 2023 to the following individuals, who we refer to as our named executive officers:
●
Jaco G. van der Merwe, President and Chief Executive Officer (“CEO”);
​
●
Rebecca A. Weyenberg, former Chief Financial Officer (“CFO”), who stepped down as CFO effective March 7, 2024;
​
●
Michael P. Norris, Group President;
​
●
Barend Snyman, Group President, who joined the Company effective July 3, 2023;
​
●
Barry A. Ruffalo, former President and Chief Executive Officer, whose employment with the Company terminated effective January 6, 2023;
​
●
Timothy A. Averkamp, former Group President, whose employment with the Company terminated effective November 24, 2023; and
​
●
Anshu Pasricha, former General Counsel, Corporate Secretary & Chief Compliance Officer, whose employment with the Company terminated effective as of May 8, 2023.
​
The discussion below is intended to help you understand the detailed information provided in the various tables included herein, and to put that information into context within our overall compensation program.
Objectives of Our Compensation Program
​
Our objectives with respect to the Company’s executive compensation program are to:
●
attract and retain qualified personnel who are critical to the Company’s long-term success and the creation of shareholder value;
​
●
create a strong link between executive officer compensation and the Company’s annual and long-term financial and stock price performance; and
​
●
encourage the achievement of Company performance goals by utilizing a performance-based incentive structure that is a combination of annual cash awards and stock grants.
​
In order to be effective, we believe our executive compensation program should effectively link Company performance with executive compensation, thereby aligning the interests of our executives with those of our shareholders. We seek to provide target total direct compensation that is competitive within the marketplace and believe that a large portion of each executive’s total compensation opportunity should be performance-based and in the form of annual cash incentives and long-term equity awards.
​
​
TABLE OF CONTENTS​
33    Astec Industries, Inc.    |    Notice of Annual Meeting and Proxy Statement 2024
​
What we do:
​ ​
What we don’t do:
​
​
[MISSING IMAGE: tm2232505d1-icon_wedobw.gif]
​ ​
Engage an independent compensation consultant who reports directly to the Compensation Committee
​ ​
[MISSING IMAGE: tm2232505d1-icon_wedontbw.gif]
​ ​
Provide significant perquisites
​
​
[MISSING IMAGE: tm2232505d1-icon_wedobw.gif]
​ ​
Maintain a high percentage of executive pay as “at risk” compensation
​ ​
[MISSING IMAGE: tm2232505d1-icon_wedontbw.gif]
​ ​
Provide guaranteed bonuses or long-term incentive awards
​
​
[MISSING IMAGE: tm2232505d1-icon_wedobw.gif]
​ ​
Align targets for performance-based compensation to shareholder interests
​ ​
[MISSING IMAGE: tm2232505d1-icon_wedontbw.gif]
​ ​
Permit engaging in short-term, hedging or speculative transactions involving Company’s Common Stock
​
​
[MISSING IMAGE: tm2232505d1-icon_wedobw.gif]
​ ​
Maintain meaningful share ownership requirements for executive officers and directors
​ ​
[MISSING IMAGE: tm2232505d1-icon_wedontbw.gif]
​ ​
Provide single-trigger change in control features
​
​
[MISSING IMAGE: tm2232505d1-icon_wedobw.gif]
​ ​
Manage and assess risk in compensation programs annually
​ ​
[MISSING IMAGE: tm2232505d1-icon_wedontbw.gif]
​ ​
Provide gross-up payments to cover personal income taxes or excise tax for payments made in connection with a change of control
​
​
[MISSING IMAGE: tm2232505d1-icon_wedobw.gif]
​ ​
Mitigate undue risk by having a clawback policy with respect to performance-based compensation
​ ​ ​ ​ ​ ​ ​
​
[MISSING IMAGE: tm2232505d1-icon_wedobw.gif]
​ ​
Periodically, and at least annually, seek shareholder feedback on our executive compensation
​ ​ ​ ​ ​ ​ ​
How We Determine and Assess Executive Compensation
​
Our Compensation Committee of the Board of Directors, composed entirely of independent directors, reviews, determines and approves the base salaries, annual cash incentives, long-term incentives and other compensation of our executive officers, including our named executive officers, with the exception of our CEO. The Compensation Committee performs the same review process regarding the compensation of our CEO but recommends any changes to the CEO’s compensation to the full Board for final approval (the CEO does not participate in any deliberations regarding his own compensation). Our Compensation Committee is also responsible for making recommendations to the Board with respect to the Company’s executive compensation policies and the adoption of stock and benefit plans.
Our Compensation Committee’s policy is to set senior executive pay at sufficiently competitive levels to attract, retain, and motivate highly talented individuals to contribute to our goals, objectives, and overall financial success. Compensation decisions for named executive officers are reviewed and approved by the Compensation Committee based on the financial performance of the Company and a subjective assessment of a number of factors, which fall into three general categories:
●
Company performance factors, including financial and operational performance of our businesses. Generally, annual cash incentives are based on achievement of performance goals relating to adjusted earnings before interest, taxes, depreciation and amortization (Adjusted EBITDA), working capital turnover (WCT) and a strategy execution goal related to the successful achievement of our enterprise resource planning implementation project milestones. Performance-based long-term incentive compensation is earned based on achievement of performance goals relating to adjusted return on invested capital (Adjusted ROIC) and total shareholder return (TSR) over a three-year performance period.
​
●
Individual performance factors, including management, leadership, staff development, contribution to the Company’s growth, scope of responsibilities and experience and an assessment of such officer’s future performance potential.
​
●
Competitive market practices, including information provided by outside compensation consultants, as described below.
​
​
Independent Compensation Consultant and Peer Group
The Compensation Committee regularly retains and seeks input from its independent compensation consultant in its decision-making process. Since May 2020, the Committee has retained Frederic W. Cook & Co., Inc. (“FW Cook”) as its independent compensation consultant. FW Cook reports directly to the Compensation Committee, and the Compensation Committee has the sole authority to retain or dismiss the consultant, and to obtain its advice at the Company’s expense. During calendar year 2023, the Compensation Committee worked with FW Cook to: review considerations and market practices related to short-term incentive plans and long-term equity incentive program design; review the Company’s executive compensation benchmarking peer group; collect comparative compensation levels for each of our executive officer positions, which included assessment of our executive officers’ base salaries, short-term annual incentive targets and long-term equity compensation levels; review our aggregate equity grant practices; review the Company’s non-employee director compensation program; conduct a compensation risk assessment; review various considerations related to the determination of CEO target compensation levels; and review other executive compensation trends and regulatory developments. The market context and other information provided by FW Cook
TABLE OF CONTENTS​
34    Astec Industries, Inc.    |    Notice of Annual Meeting and Proxy Statement 2024
are among many factors that the Compensation Committee considers when making its decisions. FW Cook also assisted in the preparation of the Company’s public filings with regard to executive compensation.
With FW Cook’s assistance, the Compensation Committee reviewed and analyzed competitive market data as background information in connection with setting calendar year 2023 compensation levels and to obtain a general understanding of current compensation practices. Data sources included industry-specific and size-adjusted published survey data. In addition, the Compensation Committee compared compensation opportunities for our executive officers with pay opportunities available to executive officers in comparable positions at similar companies (our “Peer Group”). Our Peer Group that was used as a general reference point in setting 2023 target compensation for our executive officers consisted of the following 20 comparably-sized companies from the industrial manufacturing industry (the Company’s trailing 12-month revenue and 12-month average market cap were at the approximate median of the Peer Group):
​ Alamo Group Inc. ​ ​ Hyster-Yale Materials ​
​ Altra Industrial Motion Corporation ​ ​ John Bean Technologies ​
​ Chart Industries ​ ​ Lindsay Corporation ​
​ Circor International Inc. ​ ​ Manitowoc Co. ​
​ Columbus McKinnon Corporation ​ ​ Mueller Water Products ​
​ Commercial Vehicle Group ​ ​ SPX Corporation ​
​ Enerpac Tool Group (f/k/a Actuant Corporation) ​ ​ Standex International ​
​ Enpro Industries, Inc. ​ ​ The Shyft Group, Inc. ​
​ Federal Signal Corporation ​ ​ The Barnes Group ​
​ Greenbrier Companies, Inc. ​ ​ Wabash National Corporation ​
The Compensation Committee assessed the independence of FW Cook pursuant to SEC and Nasdaq Rules. In doing so, the Committee considered each of the factors set forth by the SEC and Nasdaq with respect to a compensation consultant’s independence. The Committee also considered the nature and amount of work performed by FW Cook and the fees paid for those services in relation to the firm’s total revenues. FW Cook did not perform any separate additional services for management. On the basis of its consideration of the foregoing and other relevant factors, the Compensation Committee concluded that FW Cook was independent and that there were no conflicts of interest.
The independent consultant will continue to periodically advise the Compensation Committee as to trends in executive compensation and also provide specialized studies or expert advice as requested with respect to executive compensation issues, in each case in order to assist the Compensation Committee and work on its behalf on matters related to the Compensation Committee’s purposes and responsibilities as set forth in the Compensation Committee charter, which is available through the Investor Relations section of our website at www.astecindustries.com. FW Cook will meet with the Compensation Committee and attend regular Compensation Committee meetings in person or by telephone as requested.
Consideration of Last Year’s Advisory Shareholder Vote on Executive Compensation
​
At the Annual Meeting of Shareholders on April 25, 2023, approximately 97.3% of the shares voted were cast to approve the compensation of the Company’s named executive officers, as discussed and disclosed in the 2023 Proxy Statement. The Board and the Compensation Committee appreciate and value the views of our shareholders. The results of this advisory vote on executive compensation shows that the compensation paid to our named executive officers and the Company’s overall pay practices were supported by a vast majority of the shares voted. No specific changes were made in the compensation paid to our executive officers due to the results of this advisory vote.
Currently, our policy is to have an advisory vote on executive compensation every year. This is based on the results of the shareholder vote at the Annual Meeting of Shareholders on April 25, 2023. A vote to recommend the frequency of advisory shareholder votes on the compensation of executive officers is required every six years, and the next vote to recommend the frequency of such votes in the future will occur at the 2029 Annual Meeting.
​
​
TABLE OF CONTENTS​
35    Astec Industries, Inc.    |    Notice of Annual Meeting and Proxy Statement 2024
Elements of Our Compensation Program
​
In calendar year 2023, the principal elements of our executive compensation program, and the purposes for each element, were as follows:
​
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 ​
In addition to the above described key components, the Company’s executive officer compensation program also includes certain limited perquisites and executive benefits, including contributions to the Company’s Supplemental Executive Retirement Plan (“SERP”) (the SERP is closed to new participants), a non-qualified deferred compensation plan (“Deferred Compensation Plan”) that allows participants to defer a portion of their base salary and/or annual bonus, as well as other benefits that are generally available to all employees of the Company, including medical and 401(k) plans.
Base Salary
Base salary is the fixed component of our named executive officers’ target total direct compensation. The Compensation Committee reviews base salaries on an annual basis and base salary increases for named executive officers, when given, historically have been intended to reflect changes in market-based compensation for
similarly situated executives in our industry, with further increases approved by the Compensation Committee based on a subjective assessment of a number of factors as discussed above. Base salary changes for the CEO are approved by the Company’s full Board.
In determining base salaries for the named executive officers each year, the Compensation Committee considers evaluations and recommendations provided by the Company’s CEO regarding whether adjustments to base compensation of the other named executive officers are warranted (each of whom report directly to the CEO), its own observations, and information provided by the Committee’s independent consultant. In recommending changes to the CEO’s base salary to the full Board for approval, the Compensation Committee considers its own observations and assessments with respect to individual performance, the CEO’s leadership of the Company and information provided by its consultant.
​
After considering these factors, and discussing proposed salaries for the other named executive officers with the CEO, the Compensation Committee approved annual salaries for the named executive officers (with the indicated percentage increases), effective April 1, 2023 (or as of a later date in 2023, as indicated):
​
Executive Officer
​ ​ Base Salary
as of 12/31/22 		​ ​ Percentage
Change 		​ ​ Base Salary
as of 12/31/23(1) 		​
​ Mr. van der Merwe ​ ​ ​ $ 400,000 ​ ​ ​ ​ ​ 81.3% ​ ​ ​ ​ $ 725,000(2) ​ ​
​ Ms. Weyenberg ​ ​ ​ $ 448,000 ​ ​ ​ ​ ​ 10.0% ​ ​ ​ ​ $ 492,800 ​ ​
​ Mr. Norris ​ ​ ​ $ 350,000 ​ ​ ​ ​ ​ 18.6% ​ ​ ​ ​ $ 415,000(3) ​ ​
​ Mr. Snyman ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ $ 436,000(4) ​ ​
​ Mr. Ruffalo(5) ​ ​ ​ $ 840,000 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
​ Mr. Averkamp ​ ​ ​ $ 392,000 ​ ​ ​ ​ ​ 5.0% ​ ​ ​ ​ $ 411,600 ​ ​
​ Mr. Pasricha ​ ​ ​ $ 390,000 ​ ​ ​ ​ ​ 4.0% ​ ​ ​ ​ $ 405,600 ​ ​
​
(1)
The base salary increases for the named executive officers were generally made to bring their compensation in line with similarly situated executives in our industry and with comparable levels of revenue responsibility, based in part on FW Cook’s compensation study and market analysis completed in Fall 2022.
​
(2)
Mr. van der Merwe’s base salary increase reflects his promotion to Chief Executive Officer, effective January 6, 2023.
​
(3)
Mr. Norris’ base salary was increased from $350,000 to $364,000 effective April 1, 2023, and was increased to $415,000 in connection with his promotion to Group President, effective December 1, 2023.
​
(4)
Mr. Snyman joined the Company on July 3, 2023, and his base salary was originally set at $425,000 to be competitive with similarly situated executives in our industry, and was increased to $436,000 effective December 1, 2023, in connection with an increase to his duties and responsibilities.
​
(5)
Mr. Ruffalo’s employment with the Company terminated on January 6, 2023, prior to the Compensation Committee’s approval of 2023 base salaries for executive officers.
​
TABLE OF CONTENTS
36    Astec Industries, Inc.    |    Notice of Annual Meeting and Proxy Statement 2024
Changes to the compensation for other named executive officers were in line with market conditions and also reflected changes based on individual performance.
Annual Cash Incentive Compensation
We provide annual cash incentive opportunities to motivate and reward the named executive officers for achievement of financial results and key business objectives. For calendar year 2023, the Compensation Committee continued with our annual incentive plan (AIP) in a manner largely consistent with the AIP that was in place for calendar year 2022. The primary components of the program are discussed below.
A target bonus opportunity is set for each named executive officer as a percentage of base salary, with the percentage varying depending on their position, based on a review of competitive market practices and internal equity considerations. For 2023, the AIP target amounts for the named executive officers were as follows:
​
Executive Officer
​ ​ Target 2022 Incentive
(% of Base Salary) 		​ ​ Target 2023 Incentive
(% of Base Salary) 		​ ​ Target 2023
Incentive ($) 		​
​ Mr. van der Merwe ​ ​ ​ ​ 60% ​ ​ ​ ​ ​ 100% ​ ​ ​ ​ $ 725,000 ​ ​
​ Ms. Weyenberg ​ ​ ​ ​ 70% ​ ​ ​ ​ ​ 70% ​ ​ ​ ​ $ 344,960 ​ ​
​ Mr. Norris ​ ​ ​ ​ 50% ​ ​ ​ ​ ​ 60%(1) ​ ​ ​ ​ $ 187,690 ​ ​
​ Mr. Snyman ​ ​ ​ ​ — ​ ​ ​ ​ ​ 60%(2) ​ ​ ​ ​ $ 127,500 ​ ​
​ Mr. Ruffalo(3) ​ ​ ​ ​ 100% ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
​ Mr. Averkamp ​ ​ ​ ​ 60% ​ ​ ​ ​ ​ 60% ​ ​ ​ ​ $ 246,960 ​ ​
​ Mr. Pasricha ​ ​ ​ ​ 60% ​ ​ ​ ​ ​ 60% ​ ​ ​ ​ $ 243,360 ​ ​
​
(1)
Mr. Norris’ 2023 target AIP (as a percentage of his base salary) was initially set at 50%, and was increased to 60% in connection with his promotion to Group President effective December 1, 2023. Mr. Norris’ AIP payout for 2023 was prorated on a monthly basis between these amounts.
​
(2)
Mr. Snyman joined the Company on July 3, 2023, and his AIP target was prorated to reflect the portion of the year he was employed by the Company.
​
(3)
Mr. Ruffalo’s employment with the Company terminated on January 6, 2023, prior to the Compensation Committee’s approval of 2023 target bonus opportunities for executive officers.
​
In order to earn any annual incentive pay for the Adjusted EBITDA and Working Capital Turnover metrics, a plan trigger goal must be achieved. For calendar year 2023, the plan trigger goal was achieving at least 65% of a target Adjusted EBITDA goal, or $58.5 million. Assuming the plan trigger goal was achieved, actual incentive amounts that could be earned by the named executive officers for 2023 ranged from 50% (for performance at threshold levels) to a maximum of 200% (for performance above target levels) of their respective target bonus amounts, based on the level of achievement of performance goals relating to three key metrics: Adjusted EBITDA (weighted 50%), Working Capital Turnover (weighted 25%), and a non-financial metric related to the successful achievement of our enterprise resource planning implementation project milestones (weighted 25%). Performance goals for the CEO, CFO, Group Presidents and other corporate officers relate 100% to total Company performance. We retained the Adjusted EBITDA (defined below) as an AIP performance metric for calendar year 2023 because we continue to believe that it is an efficient short-term measure of operating performance, profitability and cash flow. We also retained Working Capital Turnover (defined below) as an AIP performance metric for calendar year 2023 because it is an important indicator of how efficiently we use our working capital to support our sales, which we believe is critical to our success. We included the non-financial metric — Strategy Execution — related to the successful on-time achievement of project milestones associated with our enterprise resource planning implementation project because this is a strategic initiative that is critical to the Company’s transformation.
​
Company Performance Goals and 2023 Results
​
​ ​ ​ ​
Weighting
​ ​
Threshold
​ ​
Target
​ ​
Maximum
​ ​ Actual 2023
Results 		​ ​ Actual Payout
as a % of
Target 		​
​
Adjusted EBITDA(1)
 ​ ​ ​ ​ 50% ​ ​ ​ ​ $ 72M ​ ​ ​ ​ $ 90M ​ ​ ​ ​ $ 108M ​ ​ ​ ​ $ 110M ​ ​ ​ ​ ​ 200% ​ ​
​
Working Capital Turnover(2)
 ​ ​ ​ ​ 25% ​ ​ ​
3.4
​ ​
4.3
​ ​
5.2
​ ​
3.8
​ ​ ​ ​ 68% ​ ​
​
Strategy Execution(3)
 ​ ​ ​ ​ 25% ​ ​ ​
50%
​ ​
100%
​ ​
200%
​ ​
150%
​ ​ ​ ​ 150% ​ ​
​
Payout % (% of Target)
 ​ ​ ​ ​ ​ ​ ​ ​
50%
​ ​
100%
​ ​
200%
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 155% ​ ​
​
(1)
Adjusted EBITDA is a non-GAAP financial measure that is defined as net income before interest, income taxes, depreciation and amortization each excluding the effect of acquisitions completed during the year, further adjusted for gains or losses outside the normal scope of our ordinary activities including but not limited to transformation program costs, restructuring and other related charges, asset impairments, gains or losses on the sale of assets, transaction costs representing acquisition and integration related costs and other items of income expense, gain or loss, that, in the case of each of the foregoing are identified in the publicly filed reports.
​
(2)
Working capital turnover ratio is a formula that calculates how efficiently the company utilizes working capital to support sales and growth. Working capital is current assets minus current liabilities. The working capital turnover ratio is calculated as follows: annual net sales divided by the average amount of working capital during the same year.
​
TABLE OF CONTENTS
37    Astec Industries, Inc.    |    Notice of Annual Meeting and Proxy Statement 2024
(3)
Strategy Execution is a non-financial metric related to the successful on-time achievement of project milestones associated with our enterprise resource planning implementation project because this is a strategic initiative that is critical to the Company’s transformation.
​
Based on achievement on the performance goals in calendar year 2023, the Compensation Committee approved the following 2023 AIP bonus payments for the named executive officers: Mr. van der Merwe, $1,120,170; Ms. Weyenberg, $532,985; Mr. Norris, $289,993; and Mr. Snyman, $196,995. As noted above, the employment of Messrs. Ruffalo, Averkamp and Pasricha terminated prior to the end of calendar year 2023, and as a result, no AIP incentive was earned by these former executive officers. For a discussion of the severance payments and benefits paid to these individuals in connection with the termination of their employment, see the Potential Payments upon Termination, Resignation or Change-in-Control section below.
Long-Term Incentive Compensation
Grants of equity-based compensation are designed to create a strong and direct link between executive officer pay and shareholder return and to enable executive officers to develop and maintain a long-term position in the Company’s common stock. For calendar year 2023, the Committee approved equity awards to key employees, including the named executive officers, consisting of time-based restricted stock units (RSUs) and performance-based restricted stock units (PSUs). RSUs comprise 50% of the 2023 annual Long-Term Incentive (“LTI”) grant value, and will vest in equal installments on the first three anniversaries of the grant date, subject to the participant's continued employment with the Company. PSUs comprise the remaining 50% of the annual LTI grant value awarded in 2023 and can be earned in amounts between 0% and 200% of the target number of shares granted. The PSUs granted in 2023 have a single, three-year
performance period and will vest and be earned on the third anniversary of the grant date. The amount of PSUs earned will be based on the level of achievement of performance goals relating to two metrics:
●
Adjusted ROIC accounts for 50% of the total PSU award value. Adjusted ROIC has historically been strongly correlated to shareholder value creation and supports a disciplined approach to capital management. Adjusted ROIC is a non-GAAP financial measure that is defined as income or loss from operations less income taxes and further adjusted for gains or losses outside the normal scope of our ordinary activities including but not limited to transformation program costs, restructuring and other related charges, asset impairments, gains or losses on the sale of assets, transaction costs representing acquisition and integration related costs and other items of income expense, gain or loss, after tax and divided by average invested capital.
​
●
Total shareholder return (TSR) relative to a peer group accounts for the remaining 50% PSU award value. This metric has been used as a performance measure for PSU awards since 2016 and measures our stock price performance relative to a custom TSR peer group. PSUs may be earned between 0% and 200% of the target number of shares granted based on our TSR relative to our TSR peer group, as follows: 200% of the target award is earned if our TSR is at the 75th percentile and above; 100% of the target award is earned if our TSR is at the 50th percentile; 50% of the target award is earned if our TSR is at the 25th percentile; and 0% of the target award is earned if our TSR is below the 25th percentile. Linear interpolation applies between these performance levels.
​
​
The Committee approved awards of RSUs and PSUs for each named executive officer with the intended target grant values and the number of RSUs and PSUs granted to each named executive officer being as follows:
​ ​ ​ ​
Time-Based RSUs
​ ​
PSUs — Adjusted ROIC
​ ​
PSUs — TSR
​
​ ​ ​ ​ Target
Award
Value ($) 		​ ​ Awards
Granted 		​ ​ Target
Award
Value ($) 		​ ​ Awards
Granted
(at target) 		​ ​ Target
Award
Value ($) 		​ ​ Awards
Granted
(at target) 		​
​ Mr. van der Merwe ​ ​ ​ ​ 650,000 ​ ​ ​ ​ ​ 14,594 ​ ​ ​ ​ ​ 325,000 ​ ​ ​ ​ ​ 7,297 ​ ​ ​ ​ ​ 325,000 ​ ​ ​ ​ ​ 7,297 ​ ​
​ Ms. Weyenberg ​ ​ ​ ​ 330,000 ​ ​ ​ ​ ​ 7,410 ​ ​ ​ ​ ​ 165,000 ​ ​ ​ ​ ​ 3,705 ​ ​ ​ ​ ​ 165,000 ​ ​ ​ ​ ​ 3,704 ​ ​
​ Mr. Norris ​ ​ ​ ​ 175,500 ​ ​ ​ ​ ​ 3,941 ​ ​ ​ ​ ​ 87,750 ​ ​ ​ ​ ​ 1,970 ​ ​ ​ ​ ​ 87,750 ​ ​ ​ ​ ​ 1,970 ​ ​
​ Mr. Snyman ​ ​ ​ ​ 375,000 ​ ​ ​ ​ ​ 7,161 ​ ​ ​ ​ ​ 62,500 ​ ​ ​ ​ ​ 1,194 ​ ​ ​ ​ ​ 62,500 ​ ​ ​ ​ ​ 1,193 ​ ​
​ Mr. Ruffalo ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
​ Mr. Averkamp ​ ​ ​ ​ 240,800 ​ ​ ​ ​ ​ 5,407 ​ ​ ​ ​ ​ 120,400 ​ ​ ​ ​ ​ 2,703 ​ ​ ​ ​ ​ 120,400 ​ ​ ​ ​ ​ 2,703 ​ ​
​ Mr. Pasricha ​ ​ ​ ​ 230,000 ​ ​ ​ ​ ​ 5,164 ​ ​ ​ ​ ​ 115,000 ​ ​ ​ ​ ​ 2,582 ​ ​ ​ ​ ​ 115,000 ​ ​ ​ ​ ​ 2,582 ​ ​
Deferred Compensation Plan
The Deferred Compensation Plan is a nonqualified deferred compensation plan that the Company adopted effective January 1, 2021, to provide select employees, including its executive officers, with an opportunity to voluntarily defer the receipt of a portion of their base salary and/or annual cash incentive awards. The Compensation Committee believes that providing opportunities to defer taxable income is an important part of an attractive rewards program necessary to recruit and retain qualified executive officers.
Perquisites and other Executive Benefits
Executive officers are eligible for certain perquisites and additional benefits that are not available to all employees (but are available to many management level employees), such as our SERP (the SERP is closed to new participants). The SERP provides additional benefits to individuals whose retirement benefits are affected by the limit on the maximum amount of compensation under the Company’s 401(k) plan and provides additional benefits on annual profit-sharing distributions not recognized under the 401(k) plan. Additional details regarding perquisites and other benefits provided to our named executive
​
TABLE OF CONTENTS​​​
38    Astec Industries, Inc.    |    Notice of Annual Meeting and Proxy Statement 2024
officers are disclosed in the Summary Compensation Table and described in the accompanying narrative.​
We believe the perquisites and additional benefits provided to our named executive officers are reasonable in light of industry practices and competitive with the perquisites provided to executive officers within our peer group. We review the perquisites provided to our executive officers on an annual basis to ensure that we are providing benefits that align with our overall compensation goal of providing competitive compensation to our executive officers that maximizes the interests of our shareholders.
Executive Officer Severance Agreements and Change in Control Severance Plan
​
Each of the Company’s named executive officers other than Mr. Norris and Mr. Snyman is or was a party to a severance agreement with the Company, and each of the named executive officers participates in an Executive Change in Control Severance Plan, which provide for the payment of severance compensation and benefits in certain termination and change of control scenarios. The Compensation Committee believes (i) severance agreements are an important recruitment and retention tool that is necessary in the competitive marketplace for talented executives and (ii) participation in the Executive Change in Control Severance Plan is important to encourage the Company’s executive officers to continue to work in the best interests of the Company and its shareholders in a potential change of control situation, and to evaluate any possible transaction
with the maximum degree of independence and objectivity by removing the fear of job loss and other distractions that may result from potential, rumored or actual changes of control of the Company. All benefits under our change of control plan are “double-trigger” benefits, meaning that no compensation will be paid to participants solely upon the occurrence of a change of control so as to not create an unintended incentive. We believe that this structure is appropriate for employees whose jobs are in fact terminated in such a transaction, without providing a windfall to those who continue employment following the transaction. Please see “Potential Payments Upon Termination or Change of Control” section below for descriptions of these agreements.
Other Factors Affecting Compensation
​
Accounting Considerations
The Company considers the accounting implications of all aspects of its executive compensation program. As a result of the provisions of FASB ASC Topic 718, we do not expect accounting treatment of differing forms of equity awards to vary significantly and, therefore, accounting treatment is not expected to have a material effect on our selection of forms of equity compensation. In addition, accounting treatment is just one of many factors impacting plan design and pay determinations. Our executive compensation program is designed to achieve the most favorable accounting and tax treatment possible as long as doing so does not conflict with intended plan design or program objectives.
​
Additional Executive Compensation Policies
​
Stock Ownership Guidelines
The Company requires Company executives to accumulate and hold shares of common stock of the Company having a value of at least the following:
​ CEO ​ ​ 5x annual base salary ​
​ Executive Officers (as described on page 29) ​ ​ 3x annual base salary ​
​ Other Senior Officers (as described on page 31) ​ ​ 1.5x to 2x annual base salary ​
In order to meet this stock ownership requirement, an executive officer may count (i) shares owned directly, (ii) shares owned indirectly (e.g., by a spouse or a trust) and (iii) restricted stock, restricted stock units and deferred shares, but excluding any unvested restricted stock units that vest based on achievement of performance goals (such as PSUs).
Until the Executive has satisfied the above stock ownership guidelines, such Executive is required to retain fifty percent (50%) of the “net shares” of common stock received from the Corporation as compensation that are issued after July 28, 2016. Furthermore, once an executive has satisfied the stock ownership guidelines, any future sales of stock by such executive shall be permitted only to the extent that such executive shall continue to meet the guidelines immediately following such sale.
Clawback Policy
Effective October 2, 2023, the Company adopted a new Compensation Recoupment Policy (the “Clawback Policy”) intended to comply with Section 10D-1 of the Exchange Act and the related Nasdaq listing standards. Under the Clawback Policy, in the event of a restatement of the Company’s financial statements due to non-compliance with financial reporting requirements under the securities laws, the Company will seek to recover from current and former executive officers of the Company any incentive-based compensation they received that would have been less had it been calculated based on the restated financial statements. Under the Clawback Policy, the Company may also seek to recover, in the discretion of the Committee, (i) service-based equity awards and (ii) incentive-based or service-based compensation in the event that any executive officer engages in misconduct (as defined in the Clawback Policy and determined by the Committee.
​
TABLE OF CONTENTS​​
39    Astec Industries, Inc.    |    Notice of Annual Meeting and Proxy Statement 2024
EXECUTIVE
COMPENSATION
Summary Compensation Table
This table provides information regarding compensation paid to or earned by our 2023 named executive officers for each of the years ended December 31, 2023, 2022 and 2021 in which they were also named executive officers.
​
​ Name and
Principal Position 		​ ​
Year
​ ​ Salary
($) 		​ ​ Bonus
($) 		​ ​ Stock
Awards
($)(6) 		​ ​ Non-Equity
Incentive Plan
Compensation
($)(7) 		​ ​ All Other
Compensation
($)(8) 		​ ​ Total
($)		 ​
​
Jaco G. van der Merwe,
Chief Executive Officer
 ​ ​ ​ ​ 2023 ​ ​ ​ ​ ​ 720,548 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 1,329,805 ​ ​ ​ ​ ​ 1,120,170 ​ ​ ​ ​ ​ 147,404 ​ ​ ​ ​ ​ 3,317,927 ​ ​
​ ​ ​ 2022 ​ ​ ​ ​ ​ 400,000 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 465,763 ​ ​ ​ ​ ​ 268,500 ​ ​ ​ ​ ​ 77,802 ​ ​ ​ ​ ​ 1,212,065 ​ ​
​ ​ ​ 2021 ​ ​ ​ ​ ​ 380,000 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 538,064 ​ ​ ​ ​ ​ 123,120 ​ ​ ​ ​ ​ 81,239 ​ ​ ​ ​ ​ 1,122,423 ​ ​
​
Rebecca A. Weyenberg,
Former Chief Financial Officer
​ ​ ​ ​ 2023 ​ ​ ​ ​ ​ 481,753 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 675,151 ​ ​ ​ ​ ​ 532,985 ​ ​ ​ ​ ​ 127,869 ​ ​ ​ ​ ​ 1,187,758 ​ ​
​ ​ ​ 2022 ​ ​ ​ ​ ​ 448,000 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 607,500 ​ ​ ​ ​ ​ 266,560 ​ ​ ​ ​ ​ 78,096 ​ ​ ​ ​ ​ 1,400,156 ​ ​
​ ​ ​ 2021 ​ ​ ​ ​ ​ 405,000 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 864,229 ​ ​ ​ ​ ​ 81,861 ​ ​ ​ ​ ​ 80,380 ​ ​ ​ ​ ​ 1,431,470 ​ ​
​ Michael P. Norris,
Group President 		​ ​ ​ ​ 2023 ​ ​ ​ ​ ​ 364,879 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 359,057 ​ ​ ​ ​ ​ 289,993 ​ ​ ​ ​ ​ 91,532 ​ ​ ​ ​ ​ 1,105,462 ​ ​
​ Barend Snyman,
Group President(1) 		​ ​ ​ ​ 2023 ​ ​ ​ ​ ​ 212,852 ​ ​ ​ ​ ​ 178,500(5) ​ ​ ​ ​ ​ 511,183 ​ ​ ​ ​ ​ 196,995 ​ ​ ​ ​ ​ 19,006 ​ ​ ​ ​ ​ 1,118,536 ​ ​
​
Barry A. Ruffalo,
Former Chief Executive Officer(2)
​ ​ ​ ​ 2023 ​ ​ ​ ​ ​ 62,270 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 3,465,336 ​ ​ ​ ​ ​ 3,527,606 ​ ​
​ ​ ​ 2022 ​ ​ ​ ​ ​ 840,000 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 2,551,341 ​ ​ ​ ​ ​ 714,000 ​ ​ ​ ​ ​ 140,144 ​ ​ ​ ​ ​ 4,245,485 ​ ​
​ ​ ​ 2021 ​ ​ ​ ​ ​ 815,000 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 2,252,455 ​ ​ ​ ​ ​ 235,331 ​ ​ ​ ​ ​ 166,939 ​ ​ ​ ​ ​ 3,469,725 ​ ​
​
Timothy A. Averkamp,
Former Group President(3)
​ ​ ​ ​ 2023 ​ ​ ​ ​ ​ 382,457 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 492,639 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 86,106 ​ ​ ​ ​ ​ 961,202 ​ ​
​ ​ ​ 2022 ​ ​ ​ ​ ​ 392,000 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 435,364 ​ ​ ​ ​ ​ 196,613 ​ ​ ​ ​ ​ 72,625 ​ ​ ​ ​ ​ 1,096,602 ​ ​
​ ​ ​ 2021 ​ ​ ​ ​ ​ 380,000 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 538,064 ​ ​ ​ ​ ​ 82,793 ​ ​ ​ ​ ​ 71,527 ​ ​ ​ ​ ​ 1,072,384 ​ ​
​
Anshu Pasricha,
Former General Counsel, Corporate
Secretary & Chief Compliance Officer(4)
​ ​ ​ ​ 2023 ​ ​ ​ ​ ​ 169,591 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 470,544 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 1,188,586 ​ ​ ​ ​ ​ 1,828,720 ​ ​
​ ​ ​ 2022 ​ ​ ​ ​ ​ 390,000 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 465,763 ​ ​ ​ ​ ​ 198,900 ​ ​ ​ ​ ​ 83,047 ​ ​ ​ ​ ​ 1,137,710 ​ ​
​ ​ ​ 2021 ​ ​ ​ ​ ​ 350,000 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 500,590 ​ ​ ​ ​ ​ 50,531 ​ ​ ​ ​ ​ 114,592 ​ ​ ​ ​ ​ 1,015,713 ​ ​
​
(1)
Mr. Snyman joined the Company effective July 3, 2023.
​
(2)
Mr. Ruffalo’s employment with the Company terminated as of January 6, 2023. Mr. Ruffalo’s salary amount for 2023 includes payout of accrued paid time off.
​
(3)
Mr. Averkamp resigned from the Company effective November 24, 2023. Mr. Averkamp’s salary amount for 2023 includes payout of accrued paid time off.
​
(4)
Mr. Pasricha’s employment with the Company terminated effective May 8, 2023. Mr. Pasricha’s salary amount for 2023 includes payout of accrued paid time off.
​
(5)
Reflects sign-on bonus paid to Mr. Snyman in connection with him joining the Company effective July 3, 2023, of which $127,500 was paid in respect of compensation forfeited from his former employer.
​
(6)
Amounts reflect the grant date fair value of RSUs granted in the reported year, determined in accordance with Financial Accounting Standards Board ASC Topic 718 Stock Compensation (“FASB ASC Topic 718”). The grant date fair value of the time-based RSUs is based on the closing market price of the Company’s common stock on the day prior to the grant date multiplied by the number of RSUs granted. The grant date fair value of the performance-based RSUs with an Adjusted ROIC performance metric is based on the closing price of the Company’s common stock on the day prior to the grant date and the probable outcome of performance-based conditions at the time of grant. Grant date fair value for the performance-based RSUs with a TSR performance condition are determined using a Monte-Carlo simulation model. For more information regarding annual RSU grants pursuant to our long-term incentive program, see the Compensation Discussion and Analysis section of this proxy statement.
​
(7)
Reflects annual incentive award earned based on achievement of pre-established performance goals, as more fully described in the Compensation Discussion and Analysis section of this proxy statement.
​
TABLE OF CONTENTS
40    Astec Industries, Inc.    |    Notice of Annual Meeting and Proxy Statement 2024
(8)
Amounts included in this column for 2023 include the following:
​
​ ​ ​ ​
Van der Merwe
​ ​
Weyenberg
​ ​
Norris
​ ​
Snyman
​ ​
Ruffalo
​ ​
Averkamp
​ ​
Pasricha
​
​ Employer contribution to
401(k) plan 		​ ​ ​ $ 9,900 ​ ​ ​ ​ $ 9,900 ​ ​ ​ ​ $ 9,900 ​ ​ ​ ​ $ 7,525 ​ ​ ​ ​ $ 974 ​ ​ ​ ​ $ 6,681 ​ ​ ​ ​ $ 9,900 ​ ​
​ Employer contribution to SERP ​ ​ ​ $ 109,043 ​ ​ ​ ​ $ 86,793 ​ ​ ​ ​ $ 57,273 ​ ​ ​ ​ $ — ​ ​ ​ ​ $ 22,615 ​ ​ ​ ​ $ 62,416 ​ ​ ​ ​ $ 45,102 ​ ​
​ Automobile ​ ​ ​ $ 27,237 ​ ​ ​ ​ $ 28,449 ​ ​ ​ ​ $ 23,510 ​ ​ ​ ​ $ 11,004 ​ ​ ​ ​ $ — ​ ​ ​ ​ $ 16,121 ​ ​ ​ ​ $ 30,951 ​ ​
​ Group Term Life ​ ​ ​ $ 1,224 ​ ​ ​ ​ $ 2,727 ​ ​ ​ ​ $ 849 ​ ​ ​ ​ $ 478 ​ ​ ​ ​ $ 41 ​ ​ ​ ​ $ 887 ​ ​ ​ ​ $ 150 ​ ​
​ Severance Payments and Benefits ​ ​ ​ $ — ​ ​ ​ ​ $ — ​ ​ ​ ​ $ — ​ ​ ​ ​ $ — ​ ​ ​ ​ $ 3,441,707 ​ ​ ​ ​ $ — ​ ​ ​ ​ $ 1,102,482 ​ ​
​ TOTAL ​ ​ ​ $ 147,404 ​ ​ ​ ​ $ 127,869 ​ ​ ​ ​ $ 91,532 ​ ​ ​ ​ $ 19,006 ​ ​ ​ ​ $ 3,465,336 ​ ​ ​ ​ $ 86,106 ​ ​ ​ ​ $ 1,188,586 ​ ​
TABLE OF CONTENTS​
41    Astec Industries, Inc.    |    Notice of Annual Meeting and Proxy Statement 2024
Grants of Plan-Based Awards for Calendar Year 2023
The following table sets forth individual grants of awards made to each named executive officer during calendar year 2023.
​
​
Name
​ ​
Grant
Date
​ ​
Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards(1)
​ ​
Estimated Future Payouts
Under Equity Incentive
Plan Awards
​ ​
All Other
Stock
Awards:
Number of
Shares of
Stock or
Units(4)
(#)
​ ​
Grant
Date Fair
Value of
Stock and
Option
Awards(6)
($)
 ​
​ Threshold
($) 		​ ​ Target
($) 		​ ​ Maximum
($) 		​ ​ Threshold
(#) 		​ ​ Target
(#) 		​ ​ Maximum
(#)		 ​
​
Mr. van der Merwe
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 362,500 ​ ​ ​ ​ ​ 725,000 ​ ​ ​ ​ ​ 1,450,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ ​ ​ 2/27/23 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 14,594 ​ ​ ​ ​ ​ 650,017 ​ ​
​ ​ ​ 2/27/23 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 3,649 ​ ​ ​ ​ ​ 7,297(2) ​ ​ ​ ​ ​ 14,594 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 325,008 ​ ​
​ ​ ​ 2/27/23 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 3,649 ​ ​ ​ ​ ​ 7,297(3) ​ ​ ​ ​ ​ 14,594 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 354,780 ​ ​
​
Ms. Weyenberg
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 172,480 ​ ​ ​ ​ ​ 344,960 ​ ​ ​ ​ ​ 689,920 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ ​ ​ 2/27/23 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 7,410 ​ ​ ​ ​ ​ 330,041 ​ ​
​ ​ ​ 2/27/23 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1,853 ​ ​ ​ ​ ​ 3,705(2) ​ ​ ​ ​ ​ 7,410 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 165,021 ​ ​
​ ​ ​ 2/27/23 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1,852 ​ ​ ​ ​ ​ 3,704(3) ​ ​ ​ ​ ​ 7,408 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 180,088 ​ ​
​
Mr. Norris
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 93,845 ​ ​ ​ ​ ​ 187,690 ​ ​ ​ ​ ​ 375,381 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 3,941 ​ ​ ​ ​ ​ ​ ​ ​
​ ​ ​ 2/27/23 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 175,532 ​ ​
​ ​ ​ 2/27/23 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 985 ​ ​ ​ ​ ​ 1,970(2) ​ ​ ​ ​ ​ 3,940 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 87,744 ​ ​
​ ​ ​ 2/27/23 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 985 ​ ​ ​ ​ ​ 1,970(3) ​ ​ ​ ​ ​ 3,940 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 95,781 ​ ​
​
Mr. Snyman
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 63,750 ​ ​ ​ ​ ​ 127,500 ​ ​ ​ ​ ​ 255,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ ​ ​ 8/15/23 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 4,774 ​ ​ ​ ​ ​ 250,014 ​ ​
​ ​ ​ 8/15/23 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2,387(5) ​ ​ ​ ​ ​ 125,007 ​ ​
​ ​ ​ 8/15/23 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 597 ​ ​ ​ ​ ​ 1,194(2) ​ ​ ​ ​ ​ 2,388 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 62,530 ​ ​
​ ​ ​ 8/15/23 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 597 ​ ​ ​ ​ ​ 1,193(3) ​ ​ ​ ​ ​ 2,386 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 73,632 ​ ​
​ Mr. Ruffalo ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​
Mr. Averkamp
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 123,480 ​ ​ ​ ​ ​ 246,960 ​ ​ ​ ​ ​ 493,920 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ ​ ​ 2/27/23 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 5,407 ​ ​ ​ ​ ​ 240,828 ​ ​
​ ​ ​ 2/27/23 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1,352 ​ ​ ​ ​ ​ 2,703(2) ​ ​ ​ ​ ​ 5,406 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 120,392 ​ ​
​ ​ ​ 2/27/23 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1,352 ​ ​ ​ ​ ​ 2,703(3) ​ ​ ​ ​ ​ 5,406 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 131,420 ​ ​
​
Mr. Pasricha
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 121,680 ​ ​ ​ ​ ​ 243,360 ​ ​ ​ ​ ​ 486,720 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ ​ ​ 2/27/23 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 5,164 ​ ​ ​ ​ ​ 230,005 ​ ​
​ ​ ​ 2/27/23 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1,291 ​ ​ ​ ​ ​ 2,582(2) ​ ​ ​ ​ ​ 5,164 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 115,002 ​ ​
​ ​ ​ 2/27/23 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1,291 ​ ​ ​ ​ ​ 2,582(3) ​ ​ ​ ​ ​ 5,164 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 125,537 ​ ​
​
(1)
Represents potential threshold, target and maximum payout opportunities for financial performance in calendar year 2023 under the annual cash incentive plan.
​
(2)
Reflects performance-based restricted stock units that generally vest on the third anniversary of the grant date based on the level of achievement of performance goals relating to average return on invested capital, or earlier upon the death, disability or retirement of the executive after reaching age 65, or upon a change in control in which the successor company does not assume or otherwise equitably convert the awards.
​
(3)
Reflects performance-based restricted stock units that generally vest on the third anniversary of the grant date based on the level of achievement of performance goals relating to relative total shareholder return, or earlier upon the death, disability or retirement of the executive after reaching age 65, or upon a change in control in which the successor company does not assume or otherwise equitably convert the awards.
​
(4)
Reflects time-based restricted stock units that generally vest in equal installments on the first three anniversaries of the grant date, or earlier upon the death, disability or retirement of the executive after reaching age 65, or upon a change in control in which the successor company does not assume or otherwise equitably convert the awards.
​
(5)
Reflects time-based restricted stock units that vest in equal installments on February 27, 2024, 2025 and 2026, or earlier upon the death, disability or retirement of the executive after reaching age 65, or upon a change in control in which the successor company does not assume or otherwise equitably convert the awards.
​
TABLE OF CONTENTS​
42    Astec Industries, Inc.    |    Notice of Annual Meeting and Proxy Statement 2024
(6)
Reflects the aggregate grant date fair value of the award determined in accordance with FASB ASC Topic 718. Grant date fair value for the time-based restricted stock units is based on the closing market price of the Company’s common stock on the day prior to the grant date. Grant date fair value for the performance-based restricted stock units that vest based on the average return on invested capital performance metric is based on the closing market price of the Company’s common stock on the day prior to the grant date and the probable outcome of performance-based conditions at the time of grant. Grant date fair value for the performance-based restricted stock units with a TSR performance condition are determined using a Monte-Carlo simulation model.
​
Outstanding Equity Awards at December 31, 2023
This table discloses outstanding stock awards for the named executive officers as of December 31, 2023.
​
​ ​ ​ ​
Stock Awards
 ​
​
Name
​ ​ Number of Shares or
Units of Stock That
Have Not Vested
(#) 		​ ​ Market Value of
Shares or Units of
Stock That Have Not
Vested ($)(11) 		​ ​ Equity Incentive
Plan Awards:
Number of
Unearned Shares,
Units or Other
Rights That Have
Not Vested
(#) 		​ ​ Equity Incentive
Plan Awards:
Market or Payout
Value of Unearned
Shares, Units or
Other Rights That
Have Not Vested
($)(11)		 ​
​
Mr. van der Merwe
​ ​ ​ ​ 1,109(1) ​ ​ ​ ​ ​ 41,255 ​ ​ ​ ​ ​ 6,522(5) ​ ​ ​ ​ ​ 242,618 ​ ​
​ ​ ​ 3,104(3) ​ ​ ​ ​ ​ 115,469 ​ ​ ​ ​ ​ 9,264(6) ​ ​ ​ ​ ​ 344,621 ​ ​
​ ​ ​ 14,787(4) ​ ​ ​ ​ ​ 550,076 ​ ​ ​ ​ ​ 29,576(7) ​ ​ ​ ​ ​ 1,100,227 ​ ​
​
Ms. Weyenberg
​ ​ ​ ​ 1,547(1) ​ ​ ​ ​ ​ 57,548 ​ ​ ​ ​ ​ 9,102(5) ​ ​ ​ ​ ​ 338,594 ​ ​
​ ​ ​ 516(2) ​ ​ ​ ​ ​ 19,195 ​ ​ ​ ​ ​ 12,082(6) ​ ​ ​ ​ ​ 449,450 ​ ​
​ ​ ​ 4,049(3) ​ ​ ​ ​ ​ 150,623 ​ ​ ​ ​ ​ 15,014(7) ​ ​ ​ ​ ​ 558,521 ​ ​
​ ​ ​ 7,508(4) ​ ​ ​ ​ ​ 279,298 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​
Mr. Norris
​ ​ ​ ​ 580(1) ​ ​ ​ ​ ​ 21,576 ​ ​ ​ ​ ​ 3,412(5) ​ ​ ​ ​ ​ 126,926 ​ ​
​ ​ ​ 2,025(3) ​ ​ ​ ​ ​ 75,330 ​ ​ ​ ​ ​ 6,044(6) ​ ​ ​ ​ ​ 224,837 ​ ​
​ ​ ​ 3,993(4) ​ ​ ​ ​ ​ 148,540 ​ ​ ​ ​ ​ 7,984(7) ​ ​ ​ ​ ​ 297,005 ​ ​
​
Mr. Snyman
​ ​ ​ ​ 4,794(8) ​ ​ ​ ​ ​ 178,337 ​ ​ ​ ​ ​ 4,794(10) ​ ​ ​ ​ ​ 178,337 ​ ​
​ ​ ​ 2,397(9) ​ ​ ​ ​ ​ 89,168 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ Mr. Ruffalo ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
​ Mr. Averkamp ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
​ Mr. Pasricha ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
​
(1)
Reflects restricted stock units that were granted on April 30, 2021, and vest in equal installments on the first three anniversaries of the grant date, or earlier upon the death, disability or retirement of the executive after reaching age 65, or upon a change in control in which the successor company does not assume or otherwise equitably convert the awards.
​
(2)
Reflects restricted stock units that were granted to Ms. Weyenberg on April 30, 2021, and vest in equal installments on the first three anniversaries of the grant date, or earlier upon the death, disability, or retirement of the executive after reaching age 65, or upon a change in control in which the successor company does not assume or otherwise equitably convert the awards.
​
(3)
Reflects restricted stock units that were granted on February 28, 2022, and vest in equal installments on the first three anniversaries of the grant date, or earlier upon the death, disability, or retirement of the executive after reaching age 65, or upon a change in control in which the successor company does not assume or otherwise equitably convert the awards.
​
(4)
Reflects restricted stock units that were granted on February 27, 2023, and vest in equal installments on the first three anniversaries of the grant date, or earlier upon the death, disability, or retirement of the executive after reaching age 65, or upon a change in control in which the successor company does not assume or otherwise equitably convert the awards.
​
(5)
Reflects performance-based restricted stock units that were granted on April 30, 2021 and vest on the third anniversary of the grant date based on the level of achievement of performance goals relating to average return on invested capital and total shareholders return, or earlier upon the death, disability or retirement of the executive after reaching age 65, or upon a change in control in which the successor company does not assume or otherwise equitably convert the awards. Amounts reported here reflect maximum levels of achievement of the performance goals, which would result in 200% of the target award being earned.
​
(6)
Reflects performance-based restricted stock units that were granted on February 28, 2022, and vest on the third anniversary of the grant date based on the level of achievement of performance goals relating to average return on invested capital and total shareholders return, or earlier upon the death, disability or retirement of the executive after reaching age 65, or upon a change in control in which the successor company does not assume or otherwise equitably convert the awards. Amounts reported here reflect maximum levels of achievement of the performance goals, which would result in 200% of the target award being earned.
​
TABLE OF CONTENTS​​
43    Astec Industries, Inc.    |    Notice of Annual Meeting and Proxy Statement 2024
(7)
Reflects performance-based restricted stock units that were granted on February 27, 2023, and vest on the third anniversary of the grant date based on the level of achievement of performance goals relating to average return on invested capital and total shareholders return, or earlier upon the death, disability or retirement of the executive after reaching age 65, or upon a change in control in which the successor company does not assume or otherwise equitably convert the awards. Amounts reported here reflect maximum levels of achievement of the performance goals, which would result in 200% of the target award being earned.
​
(8)
Reflects restricted stock units that were granted on August 15, 2023, and vest in equal installments on the first three anniversaries of the grant date, or earlier upon the death, disability, or retirement of the executive after reaching age 65, or upon a change in control in which the successor company does not assume or otherwise equitably convert the awards.
​
(9)
Reflects restricted stock units that were granted on August 15, 2023, and vest in equal installments on February 27, 2024, 2025 and 2026, or earlier upon the death, disability, or retirement of the executive after reaching age 65, or upon a change in control in which the successor company does not assume or otherwise equitably convert the awards.
​
(10)
Reflects performance-based restricted stock units that were granted on August 15, 2023, and vest on February 27, 2026, based on the level of achievement of performance goals relating to average return on invested capital and total shareholders return, or earlier upon the death, disability or retirement of the executive after reaching age 65, or upon a change in control in which the successor company does not assume or otherwise equitably convert the awards. Amounts reported here reflect maximum levels of achievement of the performance goals, which would result in 200% of the target award being earned.
​
(11)
Reflects the value calculated by multiplying the number of restricted stock units by $37.20, which was the closing price of our common stock on December 29, 2023.
​
Option Exercises and Stock Vested in 2023
This table provides information regarding the vesting of restricted stock units held by the named executive officers during calendar year 2023.
​
​ ​ ​ ​
Stock Awards (RSUs)
​
​
Name
​ ​ Number of
shares acquired
upon vesting 		​ ​ Value realized
on vesting(1) 		​
​ Mr. van der Merwe ​ ​ ​ ​ 7,895 ​ ​ ​ ​ $ 333,239 ​ ​
​ Ms. Weyenberg ​ ​ ​ ​ 8,140 ​ ​ ​ ​ $ 336,508 ​ ​
​ Mr. Norris ​ ​ ​ ​ 4,377 ​ ​ ​ ​ $ 186,950 ​ ​
​ Mr. Snyman ​ ​ ​ ​ — ​ ​ ​ ​ $ — ​ ​
​ Mr. Ruffalo ​ ​ ​ ​ 40,655 ​ ​ ​ ​ $ 1,698,566 ​ ​
​ Mr. Averkamp ​ ​ ​ ​ 5,502 ​ ​ ​ ​ $ 227,432 ​ ​
​ Mr. Pasricha ​ ​ ​ ​ 10,117 ​ ​ ​ ​ $ 431,350 ​ ​
​
(1)
Value realized represents the fair market value of the shares on the vesting date.
​
Nonqualified Deferred Compensation for the Year Ended December 31, 2023
​
​
Name
​ ​
Plan Name
​ ​ Executive
Contributions
in Last FY
($) 		​ ​ Registrant
Contributions
in Last FY
($)(1) 		​ ​ Aggregate
Earnings
(Losses) in
Last FY
($)(2) 		​ ​ Aggregate
Withdrawals/​
Distributions
($) 		​ ​ Aggregate
Balance
at Last
FYE
($)(3) 		​
​ Mr. van der Merwe ​ ​
SERP
​ ​ ​ ​ — ​ ​ ​ ​ ​ 109,043 ​ ​ ​ ​ ​ 44,873 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 431,982 ​ ​
​ Ms. Weyenberg ​ ​
SERP
​ ​ ​ ​ — ​ ​ ​ ​ ​ 86,793 ​ ​ ​ ​ ​ (9,543) ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 193,640 ​ ​
​ Mr. Norris ​ ​
SERP
​ ​ ​ ​ — ​ ​ ​ ​ ​ 57,273 ​ ​ ​ ​ ​ 33,049 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 261,532 ​ ​
​ Mr. Snyman ​ ​
—
​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
​ Mr. Ruffalo ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 22,615 ​ ​ ​ ​ ​ 50,123 ​ ​ ​ ​ ​ 441,634 ​ ​ ​ ​ ​ 0 ​ ​
​ Mr. Averkamp ​ ​
SERP
​ ​ ​ ​ — ​ ​ ​ ​ ​ 62,416 ​ ​ ​ ​ ​ 34,528 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 221,644 ​ ​
​ Mr. Pasricha ​ ​
SERP
​ ​ ​ ​ — ​ ​ ​ ​ ​ 45,102 ​ ​ ​ ​ ​ (26,304) ​ ​ ​ ​ ​ 86,594 ​ ​ ​ ​ ​ 0 ​ ​
​ ​ ​ ​
Deferred Compensation Plan
​ ​ ​ ​ 49,725 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 7,044 ​ ​ ​ ​ ​ 234,307 ​ ​ ​ ​ ​ 0 ​ ​
​
(1)
Reflects the annual Company contributions made to the Supplemental Executive Retirement Plan (SERP) accounts of the named executive officers in an amount equal to 10% of the executive’s total cash compensation, as defined in the plan. These amounts are reflected in the Summary Compensation Table in the “All Other Compensation” column for 2023.
​
TABLE OF CONTENTS​
44    Astec Industries, Inc.    |    Notice of Annual Meeting and Proxy Statement 2024
(2)
Reflects the aggregate earnings (losses) credited to the executive’s account during calendar year 2023, which include interest and other earnings based on the investment elections of the executive. All investment elections provide market returns and there were no preferential or above-market earnings that would be required to be included in the Summary Compensation Table in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column.
​
(3)
The following amounts included in the Aggregate Balance at December 31, 2023 were previously reported as compensation to the named executive officers in the Summary Compensation Table for years prior to 2023: Mr. van der Merwe, $227,677; Ms. Weyenberg, $136,871; and Mr. Averkamp, $123,028.
​
The Astec Industries, Inc. Supplemental Executive Retirement Plan (SERP) provides a fully vested retirement benefit to our named executive officers upon their termination of employment with the Company.
During a participant’s employment, the Company contributes 10%, unless specified otherwise by the Board, of such participant’s compensation (which includes base salary and annual cash incentive awards but excludes certain amounts, such as an amount realized from the granting or vesting of restricted stock units) to each named executive officer’s SERP account. This amount is credited with earnings or losses based on the rate of return on the participant’s investment elections, which include money market funds, mutual funds, and Company common stock, and are generally the same investment choices available under our 401(k) plan.
Upon separation from service, the Company will pay the participant a single lump sum in cash equal to the amount in his or her SERP account or a participant may elect to receive payment in annual installments, not to exceed 10 years. If a participant dies before receiving the lump sum payment, or, in the case of an annual installment election, before receiving all installments, the SERP account balance will be distributed to his or her survivor in a single lump sum as soon as practicable following the participant’s death. Accelerated withdrawal is not permitted except in certain limited circumstances specified in the plan. The Company may terminate the SERP at any time but must pay participants the account value as determined under the SERP.
The Astec Industries, Inc. Deferred Compensation Plan is a nonqualified deferred compensation plan pursuant to which the named executive officers and other eligible participants may elect to defer between 10% and 75% of their base compensation and between 10% and 100% of their annual incentive bonus. Deferral elections for compensation earned in a calendar year are due by the December 31 of the preceding calendar year are irrevocable. These
deferral elections are for the base compensation and bonus earned during that year, even if the amounts are actually payable in the following year. Deferrals of equity compensation or severance are not permitted, and a separate election is required for each year. The plan does not provide for any form of company contribution, and participants are at all times fully vested in their account balance. Deferrals are held for each participant in separate individual accounts in an irrevocable rabbi trust. Deferred amounts are credited with earnings or losses based on the rate of return of investment funds selected by the executive, which the executive may change at any time. Participants are able to elect a distribution event for each year’s deferrals, which could be either (i) the date the participant reaches age 65, (ii) the first day of the seventh month following the participant’s separation from service, or (iii) a specific date elected by the participant, which must be at least two full years after the end of the year for which deferrals are made. Participants may also make an election regarding payment terms, which may be either a lump sum, or any whole number of annual installments from two to ten. While elections regarding time and form of payment are generally irrevocable, participants are permitted to change these elections provided the change is made at least one year before the payment event and provided the commencement of benefits is delayed by at least five years. If a participant dies before receiving the full value of the deferral account balances, the participant’s beneficiary receives the full value of the participant’s account in a lump sum no later than the last day of the calendar year following the year in which the participant’s death occurs. The plan does not provide for hardship withdrawals, but does allow limited accelerations of payment under certain events permitted by the Internal Revenue Code, including satisfaction of federal, state, or local ethics requirements, payment of certain tax obligations, and satisfaction of limited debt obligations to the Company as permitted by law. The plan does not expressly contemplate payment on a change in control of the Company, though applicable law would generally permit the Company to terminate and distribute the plan in full within 30 days before or 12 months following a change in control.
​
Potential Payments upon Termination, Resignation or Change-in-Control
​
This section describes, and sets forth quantitative disclosure with respect to, payments and benefits to which our named executive officers would have been entitled if their employment had terminated on December 31, 2023, under various circumstances.
Severance Agreements and Executive Change in Control Plan
Each of the named executive officers other than Mr. Norris and Mr. Snyman is or was a party to a severance agreement (each, a “Severance Agreement”), and each of the named executive officers is or was a participant in the Company’s Executive Change in Control Severance Plan (the “Change in Control Plan”) as described below.
Pursuant to the Severance Agreements, the named executive officers would be eligible for certain severance benefits upon a termination of employment under certain circumstances. The Severance Agreements provide that if the executive officer’s employment with the Company is terminated (i) by the Company other than due to Cause (as defined in the Severance Agreement), death or Disability (as defined in the Severance Agreement), or (ii) by the executive officer for Good Reason (as defined in the Severance Agreement), then, in addition to certain accrued compensation and benefits, the Company will make certain severance payments and provide certain benefits to the named executive officer, generally as follows:
●
a lump sum cash amount equal to a pro-rata portion of the executive officer’s target annual cash incentive under the
​
​
TABLE OF CONTENTS
45    Astec Industries, Inc.    |    Notice of Annual Meeting and Proxy Statement 2024
Company’s annual incentive programs for the year of termination (based on the number of days employed during such year);
●
a lump sum cash amount equal to 1.5 (or 2.0 for Mr. Ruffalo) multiplied by the sum of (1) the executive officer’s annual base salary plus (2) the executive officer’s target annual cash incentive;
​
●
cash payment for health coverage equal to monthly cost to provide group medical, dental, vision and/or prescription drug plan benefits sponsored by the Company and maintained by the executive officer as of the date of the termination multiplied by 18 (24 for Mr. Ruffalo);
​
●
reasonable and customary outplacement services for a period of 18 months after termination, for up to $10,000; and
​
●
treatment of equity compensation awards as follows:
​
◦
immediate pro-rata vesting of unvested time-based awards (based on the number of calendar days of employment during the vesting period); and
​
◦
pro-rata vesting of unvested performance-based awards at target (based on the number of days employed during the performance period).
​
Upon a termination event, and as a condition to receiving the severance benefits under the Severance Agreements, the executive officer is required to timely sign and not revoke a customary release of claims in favor of the Company. The Severance Agreements also impose on the executive officers customary confidentiality, intellectual property and mutual non-disparagement restrictive covenants, as well as non-competition and non-solicitation obligations that extend for 18 months after termination.
The Change in Control Plan provides for severance payments and benefits to the Company’s executive officers, including the named executive officers, in the event their employment is involuntarily terminated in connection with a change in control of the Company.
Under the Change in Control Plan, participants are grouped into three tiers of benefits, as selected and designated by the Compensation Committee. Mr. Ruffalo and Mr. van der Mewe were each designated as a Tier l Participant in the Change in Control Plan, and each of the other named executive officers has been designated as a Tier ll Participant. If a participating executive’s employment is terminated by the Company without Cause or by the participant for
Good Reason (as such terms are defined in the Change in Control Plan), and the termination occurs within a 24 month period following a change in control of the Company (or if the termination occurs prior to a change in control and it can reasonably be shown that the termination was in connection with the change in control), the participant will be entitled to certain severance payments and benefits (the “Change in Control Severance Benefits”). The Change in Control Severance Benefits include lump sum cash payments of the following amounts: (1) a pro rata target annual bonus for the year of termination, (2) a severance payment equal to 3.0 times, in the case of a Tier I Participant, or 2.0 times, in the case of a Tier II Participant, the participant’s base salary and target annual bonus, and (3) a payment equal to the full cost to provide group health benefits to the participant for 36 months, in the case of a Tier I Participant, or 24 months, in the case of a Tier II Participant (based on group health benefits sponsored by the Company and maintained by the participant as of the termination date). In addition, all of the participant’s outstanding stock options, restricted stock units and other stock awards with time-based vesting restrictions will become fully vested and exercisable, and all of the participant’s outstanding performance-based stock awards will be deemed to have been fully earned as of the termination date based on an assumed achievement of all relevant performance goals at “target” level, and will payout within 60 days following the termination date. The participant will also be eligible for 12 months following the termination date for up to $25,000 of outplacement services payable by the Company. As a condition to receiving payments and benefits under the Change in Control Plan, a participant must enter into a separation agreement with the Company, which will contain a general release of claims and certain restrictive covenants, including non-competition, customer non-solicitation and employee non-recruitment, that will apply for a period of 12 months, in the case of a Tier I Participant, or eight months, in the case of a Tier II Participant, following the participant’s termination of employment.
The Change in Control Plan does not provide for any tax gross-ups. In the event a participant would be subject to a 20% excise tax under Section 4999 of the Internal Revenue Code (imposed on individuals who receive compensation in connection with a change of control that exceeds certain specified limits), the payments and benefits to the participant would be reduced to the maximum amount that does not trigger the excise tax unless the participant would retain greater value (on an after-tax basis) by receiving all payments and benefits and paying all excise and income taxes.
​
TABLE OF CONTENTS
46    Astec Industries, Inc.    |    Notice of Annual Meeting and Proxy Statement 2024
The following table sets forth the estimated payments and benefits to each of the named executive officers if their employment with the Company had been terminated under various circumstances as of December 31, 2023. For Mr. Ruffalo and Mr. Pasricha, the amounts under Involuntary Termination, without a Change in Control reflect actual payments received by them pursuant to the terms of their Severance Agreements in connection with termination of their employment with the Company as of January 6, 2023, and May 8, 2023, respectively. Mr. Averkamp resigned from the Company effective November 24, 2023, and did not receive any payments or benefits in connection with termination of his employment. Ms. Weyenberg stepped down as CFO of the Company, effective as of March 7, 2024, and will remain an employee through April 30, 2024. Ms. Weyenberg will not receive any payment or benefits in connection with the termination of her employment.
​ Named Executive
Officer 		​ ​ Involuntary Termination,
without a Change in Control ($) 		​ ​ Involuntary Termination in
connection with
Change in Control ($) 		​ ​ Termination Due
to Retirement,
Death or Disability (S)		 ​
​ Mr. van der Merwe ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​
Cash Severance
​ ​ ​ ​ 2,175,000(1) ​ ​ ​ ​ ​ 4,350,000(2) ​ ​ ​ ​ ​ — ​ ​
​
Payment for Health Benefits
​ ​ ​ ​ 36,869(3) ​ ​ ​ ​ ​ 73,739(4) ​ ​ ​ ​ ​ — ​ ​
​
Value of Equity Acceleration
​ ​ ​ ​ 651,679(5) ​ ​ ​ ​ ​ 1,550,539(5) ​ ​ ​ ​ ​ 1,550,539(5) ​ ​
​
Outplacement Services
​ ​ ​ ​ 10,000 ​ ​ ​ ​ ​ 25,000 ​ ​ ​ ​ ​ — ​ ​
​
Total
 ​ ​ ​
​
2.873,548
 ​ ​ ​ ​
​
5,999,278
 ​ ​ ​ ​
​
1,550,539
 ​ ​
​ Ms. Weyenberg ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​
Cash Severance
​ ​ ​ ​ 1,256,640(1) ​ ​ ​ ​ ​ 1,675,520(2) ​ ​ ​ ​ ​ — ​ ​
​
Payment for Health Benefits
​ ​ ​ ​ 26,220(3) ​ ​ ​ ​ ​ 34,960(4) ​ ​ ​ ​ ​ — ​ ​
​
Value of Equity Acceleration
​ ​ ​ ​ 607,413(5) ​ ​ ​ ​ ​ 1,179,986(5) ​ ​ ​ ​ ​ 1,179,986(5) ​ ​
​
Outplacement Services
​ ​ ​ ​ 10,000 ​ ​ ​ ​ ​ 25,000 ​ ​ ​ ​ ​ — ​ ​
​ Total ​ ​ ​ ​ 1,900,273 ​ ​ ​ ​ ​ 2,915,466 ​ ​ ​ ​ ​ 1,179,986 ​ ​
​ Mr. Norris ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​
Cash Severance
​ ​ ​ ​ — ​ ​ ​ ​ ​ 1,205,380(2) ​ ​ ​ ​ ​ — ​ ​
​
Payment for Health Benefits
​ ​ ​ ​ — ​ ​ ​ ​ ​ 49,159(4) ​ ​ ​ ​ ​ — ​ ​
​
Value of Equity Acceleration
​ ​ ​ ​ — ​ ​ ​ ​ ​ 569,836(5) ​ ​ ​ ​ ​ 569,836(5) ​ ​
​
Outplacement Services
​ ​ ​ ​ — ​ ​ ​ ​ ​ 25,000 ​ ​ ​ ​ ​ — ​ ​
​
Total
 ​ ​ ​
​
—
 ​ ​ ​ ​
​
1,849,375
 ​ ​ ​ ​
​
569,836
 ​ ​
​ Mr. Snyman ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​
Cash Severance
​ ​ ​ ​ — ​ ​ ​ ​ ​ 1,382,000(2) ​ ​ ​ ​ ​ — ​ ​
​
Payment for Health Benefits
​ ​ ​ ​ — ​ ​ ​ ​ ​ 49,159(4) ​ ​ ​ ​ ​ — ​ ​
​
Value of Equity Acceleration
​ ​ ​ ​ — ​ ​ ​ ​ ​ 356,671(5) ​ ​ ​ ​ ​ 356,671(5) ​ ​
​
Outplacement Services
​ ​ ​ ​ — ​ ​ ​ ​ ​ 25,000 ​ ​ ​ ​ ​ ​ ​ ​
​
Total
 ​ ​ ​ ​ — ​ ​ ​ ​
​
1,812,830
 ​ ​ ​ ​
​
356,671
 ​ ​
​ Mr. Ruffalo ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​
Cash Severance
​ ​ ​ ​ 3,373,808(6) ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
​
Payment for Health Benefits
​ ​ ​ ​ 57,899(3) ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
​
Value of Equity Acceleration
​ ​ ​ ​ 1,682,648(7) ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
​
Outplacement Services
​ ​ ​ ​ 10,000 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
​ Total ​ ​ ​ ​ 5,124,355 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
​ Mr. Averkamp ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​
Cash Severance
​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
​
Payment for Health Benefits
​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
​
Value of Equity Acceleration
​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
​
Outplacement Services
​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
​ Total ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
​ Mr. Pasricha ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​
Cash Severance
​ ​ ​ ​ 1,058,724(6) ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
TABLE OF CONTENTS
47    Astec Industries, Inc.    |    Notice of Annual Meeting and Proxy Statement 2024
​ Named Executive
Officer 		​ ​
Involuntary Termination,
without a Change in Control ($)
​ ​
Involuntary Termination in
connection with
Change in Control ($)
​ ​ Termination Due
to Retirement,
Death or Disability (S)		 ​
​
Payment for Health Benefits
​ ​ ​ ​ 33,758(3) ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
​
Value of Equity Acceleration
​ ​ ​ ​ 277,824(7) ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
​
Outplacement Services
​ ​ ​ ​ 10,000 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
​ Total ​ ​ ​ ​ 1,380,306 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
​
(1)
Reflects a lump sum cash amount equal to 1.5 (2.0 for Mr. Ruffalo) multiplied by the sum of (1) the named executive officer’s annual base salary plus (2) the named executive officer’s target annual cash incentive. No pro rata bonus for calendar year 2023 is included, as the actual annual incentive earned by the named executive officer for calendar year 2023 is reflected in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table.
​
(2)
Reflects severance payment equal to 3.0 times, in the case of Mr. van der Merwe, or 2.0 times, in the case of the other named executive officers, the executive’s base salary and target annual bonus. No pro rata bonus for calendar year 2023 is included, as the actual annual incentive earned by the named executive officer for calendar year 2023 is reflected in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table.
​
(3)
Reflects payment for health coverage equal to monthly cost to provide group medical, dental, vision and/or prescription drug plan benefits sponsored by the Company and maintained by the named executive officer as of the date of the termination multiplied by 18 (24 for Mr. Ruffalo).
​
(4)
Reflects cash payment equal to the cost of health coverage for 36 months in the case of Mr. van der Merwe, or 24 months in the case of the other executive officers.
​
(5)
Reflects the value (based upon the fair market value of Company common stock on December 31, 2023) of unvested RSUs that vest upon the designated event.
​
(6)
Reflects a lump sum cash amount equal to 1.5 for Mr. Pasricha and 2.0 for Mr. Ruffalo, multiplied by the sum of (1) the executive officer's annual base salary plus (2) the executive officer's target annual cash incentive. Also includes a pro rata target annual incentive, based on the number of days employed in calendar year 2023.
​
(7)
Reflects the value (based upon the fair market value of Company common stock on the date of termination) of both vested RSUs and PSUs.
​
The amounts shown in the table above do not include payments and benefits to the extent they are provided on a non-discriminatory basis to salaried employees generally upon termination of employment including accrued salary, vacation pay, regular pension benefits, welfare benefits and 401(k) and nonqualified deferred compensation distributions. Amounts that would be distributed pursuant to our SERP for retirement eligible executives are indicated in the Nonqualified Deferred Compensation Plan table above.
Ratio of Chief Executive Officer to Median Employee Compensation in 2023
The CEO pay ratio figures below are a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K under the Exchange Act.
To determine our median employee pay, we considered all employees of the Company and its consolidated subsidiaries as of December 31, 2023. We chose actual year-to-date total gross pay (which included base pay, commissions, overtime payments, bonuses, stock incentive award vesting during the year) as our consistently applied
compensation measure utilized in the determination. We did not annualize compensation for employees who commenced work during 2023.
Using this methodology, we identified the median employee and then determined the median employee’s total annual compensation in accordance with the rules that apply to named executive officers in the Summary Compensation Table. The total annual compensation of our median employee was $64,961. The total annual compensation of our CEO was $3,317,927. Accordingly, the ratio of CEO pay to median employee pay was 51:1.
​
TABLE OF CONTENTS​
48    Astec Industries, Inc.    |    Notice of Annual Meeting and Proxy Statement 2024
COMPENSATION COMMITTEE REPORT
The Compensation Committee of the Company has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 and in this proxy statement.
COMPENSATION COMMITTEE
Linda I. Knoll , Chair
Tracey H. Cook
Mark J. Gliebe
Jeffrey T. Jackson
This Report of the Compensation Committee shall not be deemed to be incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, and shall not otherwise be deemed filed under such acts.
TABLE OF CONTENTS​
49    Astec Industries, Inc.    |    Notice of Annual Meeting and Proxy Statement 2024
PAY VERSUS PERFORMANCE DISCLOSURE
Provided below is the Company’s “pay versus performance” disclosure as required pursuant to Item 402(v) of Regulation S-K promulgated under the Exchange Act. As required by Item 402(v), we have included:
●
A list of the most important measures that our Compensation Committee used in 2023 to link a measure of pay calculated in accordance with Item 402(v) (referred to as “compensation actually paid”, or CAP) to Company performance.
​
●
A table that compares the total compensation of our named executive officers’ (“NEO”) as presented in the Summary Compensation Table (“SCT”) to CAP and that compares CAP to specified performance measures; and
​
●
Graphs that describe:
​
◦
the relationships between CAP and our cumulative total shareholder return (“TSR”), GAAP Net Income, and our Company selected measure, of Adjusted Earnings Before Interest, Taxes, Depreciation, and Amortization (EBITDA).
​
◦
the relationship between our TSR and the TSR of the S&P 600 Industrials Sector (“Peer Group TSR”).
​
​
Salary, Bonus, Non-Equity Incentive Plan Compensation, Nonqualified Deferred Compensation Earnings and All Other Compensation are each calculated in the same manner for purposes of both CAP and SCT. The table below shows the primary difference between the calculation of CAP and SCT total compensation:
​ ​ ​ ​
SCT Total
​ ​
CAP
​
​
Stock Awards
 ​ ​
Grant date fair value of stock awards granted during the year
​ ​
Year over year change in the fair value of stock awards that are unvested as of the end of the year, or vested or were forfeited during the year(1)
​
​
(1)
Includes any dividends paid on equity awards in the fiscal year prior to the vesting date that are not otherwise reflected in the fair value of such award.
​
This disclosure has been prepared in accordance with Item 402(v) and does not necessarily reflect value actually realized by the executives or how our Committee evaluates compensation decisions in light of Company or individual performance. In particular, our Committee has not used CAP as a basis for making compensation decisions, nor does it use GAAP Net Income or Peer Group TSR for purposes of determining incentive compensation. Please refer to our Compensation Discussion and Analysis on pages 32 to 47 for a discussion of our executive compensation program objectives and the ways in which we align executive compensation pay with performance.
Our Most Important Metrics Used for Linking Pay and Performance. As required by Item 402(v), below are the most important metrics our Committee used to link executive pay to
performance for 2023. Our stock price performance, as reflected by our absolute TSR, directly impacts the value of the equity compensation awards we grant to executive officers. Each of the other metrics below are used for purposes of determining payouts under either our annual executive cash incentive program or our executive long-term incentive program.
●
Adjusted EBITDA
​
●
Relative TSR compared to Peers
​
●
Adjusted ROIC
​
Adjusted EBITDA is believed to correlate strongly with shareholder returns. Accordingly, Adjusted EBITDA is the Company-selected measure included in the table and graphs that follow.
​
TABLE OF CONTENTS
50    Astec Industries, Inc.    |    Notice of Annual Meeting and Proxy Statement 2024
 i 
Pay Versus Performance Table
​
In accordance with Item 402(v), we provide below the tabular disclosure for the Company’s President and Chief Executive Officers (our Principal Executive Officers (“PEO”)) and the average of our NEOs other than the PEO for 2023, 2022, 2021 and 2020. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.
​
Year
(a)
​ ​
Summary
Compensation
Table Total
for First
PEO(1)
($)
(b)
​ ​
Summary
Compensation
Table Total
for Second
PEO(1)
($)
(b)
​ ​
Compensation
Actually Paid
to First
PEO(1)(2)(3)
($)
(c)
​ ​
Compensation
Actually Paid
to Second
PEO(1)(2)(3)
($)”
(c)
​ ​
Average
Summary
Compensation
Table Total for
Non-PEO
NEOs(1)
($)
(d)
​ ​
Average
Compensation
Actually Paid
to Non-PEO
NEOs(1)(2)(3)
($)
(e)
​ ​
Value of Initial
Fixed $100
Investment
based on:(4)
​ ​
Net
Income
($ Millions)(5)
(h)
​ ​
 i Adjusted
EBITDA(6)
($ Millions)
(i)
​
​ TSR
($)
(f) 		​ ​ Peer
Group
TSR
($)
(g) 		​
​ 2023 ​ ​ ​ ​  i 3,527,606 ​ ​ ​ ​ ​  i 3,317,927 ​ ​ ​ ​ ​  i 2,077,031 ​ ​ ​ ​ ​  i 3,166,225 ​ ​ ​ ​ ​  i 1,366,336 ​ ​ ​ ​ ​  i 983,680 ​ ​ ​ ​ ​  i 92.31 ​ ​ ​ ​ ​  i 168.39 ​ ​ ​ ​ ​  i 33.7 ​ ​ ​ ​ ​  i 110.0 ​ ​
​ 2022 ​ ​ ​ ​  i 4,245,485 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​  i 1,009,177 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​  i 1,211,633 ​ ​ ​ ​ ​  i 394,458 ​ ​ ​ ​ ​  i 99.59 ​ ​ ​ ​ ​  i 127.72 ​ ​ ​ ​ ​ ( i 0.6) ​ ​ ​ ​ ​  i 70.8 ​ ​
​ 2021 ​ ​ ​ ​  i 3,469,725 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​  i 4,281,031 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​  i 1,160,498 ​ ​ ​ ​ ​  i 1,377,772 ​ ​ ​ ​ ​  i 167.78 ​ ​ ​ ​ ​  i 140.98 ​ ​ ​ ​ ​  i 15.9 ​ ​ ​ ​ ​  i 65.1 ​ ​
​ 2020 ​ ​ ​ ​  i 2,678,565 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​  i 4,741,464 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​  i 1,064,315 ​ ​ ​ ​ ​  i 1,390,604 ​ ​ ​ ​ ​  i 139.28 ​ ​ ​ ​ ​  i 111.97 ​ ​ ​ ​ ​  i 46.0 ​ ​ ​ ​ ​  i 81.7 ​ ​
​
 i 
(1)
 i Barry A. Ruffalo was our only PEO for 2020, 2021, and 2022, and served as our PEO through January 6, 2023 (“First PEO”).  i Jaco van der Merwe was our PEO as of January 6, 2023 (“Second PEO”). The individuals comprising the Non-PEO NEOs for each year presented are listed below.
​
​
2020
​ ​
2021
​ ​
2022
​ ​
2023
​
​ Rebecca A. Weyenberg ​ ​ Rebecca A. Weyenberg ​ ​ Rebecca A. Weyenberg ​ ​
Rebecca A. Weyenberg
​
​ Timothy A. Averkamp ​ ​ Timothy A. Averkamp ​ ​ Timothy A. Averkamp ​ ​ Timothy A. Averkamp ​
​ Jaco G. van der Merwe ​ ​ Jaco G. van der Merwe ​ ​ Jaco G. van der Merwe ​ ​ Barend Snyman ​
​ Stephen C. Anderson ​ ​ Anshu Pasricha ​ ​ Anshu Pasricha ​ ​ Anshu Pasricha ​
​ Jeffrey Schwarz ​ ​ ​ ​ ​ ​ ​ ​ Michael Norris ​
​
(2)
The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below.
​
 i  i 
(3)
 / 
Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEOs and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the totals from the Stock Awards column set forth in the Summary Compensation Table.
​
​
Year
​ ​ Summary
Compensation Table
Total for First
PEO
($) 		​ ​ Exclusion of Stock
Awards for First
PEO
($) 		​ ​ Inclusion of Equity
Values for First
PEO
($) 		​ ​ Compensation
Actually Paid to
First PEO
($) 		​
​ 2023 ​ ​ ​ ​  i 3,527,606 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ ( i 1,450,575) ​ ​ ​ ​ ​  i 2,077,031 ​ ​
​
Year
​ ​ Summary
Compensation Table
Total for Second
PEO
($) 		​ ​ Exclusion of Stock
Awards for Second
PEO
($) 		​ ​ Inclusion of Equity
Values for Second
PEO
($) 		​ ​ Compensation
Actually Paid to
Second PEO
($) 		​
​ 2023 ​ ​ ​ ​  i 3,317,927 ​ ​ ​ ​ ​ ( i 1,329,805) ​ ​ ​ ​ ​  i 1,178,103 ​ ​ ​ ​ ​  i 3,166,225 ​ ​
​
Year
​ ​ Average Summary
Compensation Table
Total for Non-PEO
NEOs
($) 		​ ​ Average Exclusion of
Stock Awards for
Non-PEO NEOs
($) 		​ ​ Average Inclusion of
Equity Values for
Non-PEO NEOs
($) 		​ ​ Average
Compensation
Actually Paid to
Non-PEO NEOs
($) 		​
​ 2023 ​ ​ ​ ​  i 1,366,336 ​ ​ ​ ​ ​ ( i 501,715) ​ ​ ​ ​ ​  i 119,059 ​ ​ ​ ​ ​  i 983,680 ​ ​
 / 
TABLE OF CONTENTS
51    Astec Industries, Inc.    |    Notice of Annual Meeting and Proxy Statement 2024
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
​
Year
​ ​ Year-End Fair
Value of Equity
Awards Granted
During Year
That Remained
Unvested as of
Last Day of
Year for
First PEO
($) 		​ ​ Change in Fair
Value from
Last Day of
Prior Year to
Last Day
of Year of
Unvested Equity
Awards for
First PEO
($) 		​ ​ Vesting-Date Fair
Value of Equity
Awards Granted
During Year
that Vested
During Year
for First PEO
($) 		​ ​ Change in Fair
Value from
Last Day of
Prior Year to
Vesting Date of
Unvested Equity
Awards that
Vested During
Year for
First PEO
($) 		​ ​ Fair Value at
Last Day of Prior
Year of Equity
Awards Forfeited
During Year for
First PEO
($) 		​ ​ Total — Inclusion
of Equity Values
for First PEO
($) 		​
​ 2023 ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​  i 186,678 ​ ​ ​ ​ ​ ( i 1,637,253) ​ ​ ​ ​ ​ ( i 1,450,575) ​ ​
​
Year
​ ​ Year-End Fair
Value of Equity
Awards Granted
During Year
That Remained
Unvested as of
Last Day of
Year for
Second PEO
($) 		​ ​ Change in Fair
Value from
Last Day of
Prior Year to
Last Day
of Year of
Unvested Equity
Awards for
Second PEO
($) 		​ ​ Vesting-Date Fair
Value of Equity
Awards Granted
During Year
that Vested
During Year
for Second PEO
($) 		​ ​ Change in Fair
Value from
Last Day of
Prior Year to
Vesting Date of
Unvested Equity
Awards that
Vested During
Year for
Second PEO
($) 		​ ​ Fair Value at
Last Day of Prior
Year of Equity
Awards Forfeited
During Year for
Second PEO
($) 		​ ​ Total — Inclusion
of Equity Values
for Second PEO
($) 		​
​ 2023 ​ ​ ​ ​  i 1,314,863 ​ ​ ​ ​ ​ ( i 150,055) ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​  i 13,295 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​  i 1,178,103 ​ ​
​
Year
​ ​ Average
Year-End Fair
Value of Equity
Awards Granted
During Year
That Remained
Unvested as of
Last Day of
Year for
Non-PEO
NEOs
($) 		​ ​ Average
Change in Fair
Value from
Last Day of
Prior Year to
Last Day
of Year of
Unvested Equity
Awards for
Non-PEO
NEOs
($) 		​ ​ Average
Vesting-Date Fair
Value of Equity
Awards Granted
During Year
that Vested
During Year
for Non-PEO
NEOs
($) 		​ ​ Average
Change in Fair
Value from
Last Day of
Prior Year to
Vesting Date of
Unvested Equity
Awards that
Vested During
Year for
Non-PEO
NEOs
($) 		​ ​ Average
Fair Value
at Last Day
of Prior
Year of
Equity Awards
Forfeited During
Year for
Non-PEO
NEOs
($) 		​ ​ Total — Average
Inclusion of
Equity Values for
Non-PEO
NEOs
($) 		​
​ 2023 ​ ​ ​ ​  i 282,908 ​ ​ ​ ​ ​ ( i 58,552) ​ ​ ​ ​ ​  i 7,527 ​ ​ ​ ​ ​  i 16,995 ​ ​ ​ ​ ​ ( i 129,819) ​ ​ ​ ​ ​  i 119,059 ​ ​
​
 i 
(4)
The Peer Group TSR set forth in this table utilizes the S&P 600 SmallCap Industrials index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2023. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the S&P 600 SmallCap Industrials index, respectively. Historical stock performance is not necessarily indicative of future stock performance.
​
(5)
Net income values in this table reflect immaterial revisions to previously issued consolidated financial statements that we filed in our Form 10-Q for the fiscal quarter ended March 31, 2022.
​
 i 
(6)
We determined Adjusted EBITDA to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2023. Adjusted EBITDA is a non-GAAP measure, and disclosure as to how it is calculated from our audited financial statements is provided above under the caption “Compensation Discussion and Analysis — Elements of Our Compensation Program — Annual Cash Incentive Compensation.” This performance measure may not have been the most important financial performance measure for years 2021 and 2020, and we may determine a different financial performance measure to be the most important financial performance measure in future years.
​
TABLE OF CONTENTS
52    Astec Industries, Inc.    |    Notice of Annual Meeting and Proxy Statement 2024
 i  i 
Relationship Between Compensation Actually Paid and Company and Peer Group Total Shareholder Return (“TSR”)
 / 
The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s and Peer Group’s cumulative TSR over the four most recently completed fiscal years.
PEO and Average Non-PEO NEO Compensation Actually Paid Versus TSR
[MISSING IMAGE: bc_tsr-pn.jpg]
 i 
Relationship Between Compensation Actually Paid and Net Income
The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our net income during the four most recently completed fiscal years.
PEO and Average Non-PEO NEO Compensation Actually Paid Versus Net Income
[MISSING IMAGE: bc_netincome-pn.jpg]
TABLE OF CONTENTS
53    Astec Industries, Inc.    |    Notice of Annual Meeting and Proxy Statement 2024
 i 
Relationship Between Compensation Actually Paid and Adjusted EBITDA
The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Adjusted EBITDA during the four most recently completed fiscal years.
PEO and Average Non-PEO NEO Compensation Actually Paid Versus Adjusted EBITDA
[MISSING IMAGE: bc_ebitda-pn.jpg]
 i 
List of Most Important Financial Performance Measures
The following are the financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our PEO and other NEOs for 2023 to Company performance.
 i Adjusted EBITDA
 i Adjusted ROIC
 i Relative TSR
 i Working Capital Turnover
 / 
# # #
TABLE OF CONTENTS​​
54    Astec Industries, Inc.    |    Notice of Annual Meeting and Proxy Statement 2024
Equity Compensation Plan Information
​
The following table provides information about our equity compensation plans as of December 31, 2023 (in thousands, except weighted average share price):
​ ​ ​ ​
(a)
​ ​
(b)
​ ​
(c)
​
​
Plan Category
​ ​ Number of Securities to
be Issued Upon Exercise
of Outstanding Options,
Warrants and Rights(3) 		​ ​ Weighted Average
Exercise Price of
Outstanding Options,
Warrants and Rights(4) 		​ ​ Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation
Plans (Excluding
Securities Reflected in
Column (a)) 		​
​ Equity compensation plans approved by security holders(1) ​ ​ ​ ​ 344 ​ ​ ​ ​ $ — ​ ​ ​ ​ ​ 989 ​ ​
​ Equity compensation plans not approved by security holders(2) ​ ​ ​ ​ 26 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 56 ​ ​
​ Total ​ ​ ​ ​ 370 ​ ​ ​ ​ $ — ​ ​ ​ ​ ​ 1,045 ​ ​
​
(1)
Our 2021 Equity Incentive Plan and 2011 Equity Incentive Plan
​
(2)
Our Amended and Restated Non-Employee Directors Stock Incentive Plan
​
(3)
Includes only restricted stock units, performance stock units and deferred stock units outstanding under equity compensation plans, as no options, stock warrants or other rights were outstanding as of December 31, 2023
​
(4)
Restricted stock units, performance stock units and deferred stock units do not have an associated exercise price. As such, these awards are not reflected in Column (b).
​
Equity Compensation Plans Not Approved by Security Holders
​
Our Amended and Restated Non-Employee Directors Compensation Plan provides that annual retainers payable to our non-employee directors will be paid in the form of cash, unless the director elects to receive the annual retainer in the form of common stock, which may, at the director’s option, be received on a deferred basis. If the director elects to receive Common Stock, whether on a current or deferred basis, the number of shares to be received is determined by dividing the dollar value of the annual retainer by the fair market value of the Common Stock on the date the retainer is payable. If the director elects to defer the issuance of Common Stock awards, they are entitled to dividend equivalents, which are subject to the same forfeiture, transfer restrictions and deferral terms as apply to the award to which they relate.
TABLE OF CONTENTS​
55    Astec Industries, Inc.    |    Notice of Annual Meeting and Proxy Statement 2024
PROPOSAL 2: ADVISORY
VOTE ON EXECUTIVE
COMPENSATION
This proposal provides our shareholders with the opportunity to cast an advisory vote on the compensation of the Company’s named executive officers (commonly known as a “say-on-pay” proposal), as required by Section 14A of the Exchange Act. The Board has determined to hold such ”say-on-pay” advisory vote on an annual basis.
As discussed in the Compensation Discussion and Analysis beginning on page 32, we have designed our executive compensation program to attract and retain key executives who are critical to our future success and the creation of shareholder value. We believe that both short-term and long-term incentive compensation opportunities provided to executive officers are directly aligned with our performance, and that our compensation program is structured to ensure that a significant portion of executives’ compensation opportunities is directly related to achievement of financial and operational goals and other factors that impact shareholder value.
The Board invites you to review carefully the Compensation Discussion and Analysis and the tabular and other disclosures on
compensation under Executive Compensation beginning on page 39, and to cast a vote to approve the Company’s executive compensation programs through the following resolution:
“Resolved, that the shareholders approve the compensation of the Company’s named executive officers, including the Company’s compensation philosophy, practices and principles, as discussed and disclosed in the Compensation Discussion and Analysis, the executive compensation tables and any narrative compensation disclosure contained in this Proxy Statement.”
While the vote does not bind the Board to any particular action, the Board values the input of our shareholders and will take into account the outcome of this vote in considering future compensation decisions.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS.
​
TABLE OF CONTENTS​
56    Astec Industries, Inc.    |    Notice of Annual Meeting and Proxy Statement 2024
PROPOSAL 3: RATIFICATION
OF APPOINTMENT OF
INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
The Audit Committee has appointed Deloitte & Touche LLP (“Deloitte”) as our independent registered public accounting firm to audit our financial statements for the year ending December 31, 2024. The Board of Directors recommends ratification of the Audit Committee’s appointment of Deloitte.
The selection of Deloitte as our independent registered public accounting firm is not required to be submitted to a vote of our shareholders for ratification; however, we are submitting the appointment of Deloitte to the Company’s shareholders for ratification as a matter of good corporate practice and in order to provide a method by which shareholders may communicate their opinion to the Audit Committee. The Sarbanes-Oxley Act of 2002 requires that the Audit Committee be directly responsible for the appointment, compensation and oversight of our independent registered public accounting firm. If our shareholders fail to vote on an advisory basis in favor of the selection, the Audit Committee will reconsider whether to retain Deloitte and may retain that firm or another firm without re-submitting the matter to our shareholders. Even if our shareholders ratify the appointment, the Audit Committee may, in its discretion, direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in our best interests and the interests of our shareholders.
A representative of Deloitte is expected to be present at the Annual Meeting. The representative will be given an opportunity to make a statement if desired and will be available to respond to stockholder questions.
On March 2, 2023, the Audit Committee approved the engagement of Deloitte as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023, replacing KPMG LLP (“KPMG”), the Company’s prior accounting firm.
KPMG’s audit reports on the Company’s consolidated financial statements as of and for the fiscal years ended December 31, 2022 and 2021 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.
During the fiscal years ended December 31, 2022 and 2021 and in the subsequent interim period through March 2, 2023, there were (i) no “disagreements” ​(within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and KPMG on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, any of which, if not resolved to KPMG’s satisfaction, would have caused KPMG to make reference thereto in its reports, and (ii) no “reportable events” ​(within the meaning of Item 304(a)(1)(v) of Regulation S-K).
The Company previously provided KPMG with a copy of the above disclosures as included in our Current Report on Form 8-K filed with the SEC on March 8, 2023 and requested that KPMG furnish the Company with a letter addressed to the SEC stating whether or not it agrees with the above disclosures. A copy of KPMG’s letter, dated March 8, 2023, is filed as Exhibit 16.1 to that Current Report on Form 8-K and is incorporated herein by reference.
During the fiscal years ended December 31, 2022 and 2021 and in the subsequent interim period through March 2, 2023, neither the Company nor anyone on its behalf had consulted with Deloitte regarding:
●
the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that Deloitte concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue;
​
●
any matter that was the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions; or
​
●
any reportable event within the meaning of Item 304(a)(1)(v) of Regulation S-K.
​
​
TABLE OF CONTENTS​
57    Astec Industries, Inc.    |    Notice of Annual Meeting and Proxy Statement 2024
REPORT OF THE
AUDIT COMMITTEE
Decisions and recommendations regarding the financial reporting procedures of the Company are made by the Audit Committee of the Board of Directors, which was comprised of (a) Directors Cook, Baker, Dorey, Gliebe, Jain, and Tellock from January 2023 through April 2023, (b) Directors Cook, Baker, Gliebe, Jain, and Tellock through July 2023, and (c) Directors Cook, Baker, Gliebe, and Jain through year-end. The following report is not subject to incorporation by reference in any filings made by the Company with the SEC under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
We, as a committee of the Board of Directors, oversee the Company’s financial reporting process on behalf of the Board of Directors. We operate under a written charter adopted by the Board of Directors. This report reviews the actions we have taken with regard to the Company’s financial reporting process during calendar year 2023 and the Company’s audited consolidated financial statements as of and for the year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.
In March 2004, the Board also designated us to serve as the Company’s Qualified Legal Compliance Committee, or QLCC, in accordance with SEC rules and regulations. In our capacity as the QLCC, we are responsible for handling reports of a material violation of the securities laws or a breach of a fiduciary duty by the Company, its officers, directors, employees, or agents. In our capacity as the QLCC, we have the authority and responsibility to inform the Company’s Chief Executive Officer of any violations. We can determine whether an investigation is necessary and can take appropriate action to address these reports. If an investigation is deemed necessary or appropriate, we have the authority to notify the Board, initiate an investigation and retain outside experts.
We are composed solely of independent directors, as that term is defined in Rule 5605(a)(2) of the Nasdaq Rules, and as independence for audit committee members is defined in the Nasdaq Rules. None of the committee members is or has been an officer or employee of the Company or any of its subsidiaries or has engaged in any business transaction or has any business or family relationship with the Company or any of its subsidiaries or affiliates. Mr. Baker, Ms. Cook and Mr. Shannon have been designated by the Board as our financial experts, and Mr. Tellock had also been designated as a financial expert prior to his retirement from the Board in July 2023.
The Company’s management has the primary responsibility for the Company’s consolidated financial statements and reporting process, including the systems of internal controls. The Company’s outside auditors are responsible for performing an independent integrated
audit of the Company’s consolidated financial statements in accordance with standards of the Public Company Accounting Oversight Board and issuing reports thereon. Our responsibility is to monitor and oversee these processes and to recommend annually to the Board of Directors the independent auditors to serve as the Company’s independent registered public accounting firm for the coming year.
We have implemented procedures to ensure that during the course of each year, we devote the attention that we deem necessary or appropriate to fulfill our oversight responsibilities under our charter. To carry out our responsibilities, we met seven times during calendar year 2023.
In fulfilling our oversight responsibilities, we reviewed and discussed with management the audited consolidated financial statements to be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, including a discussion of the quality (rather than just the acceptability) of the accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the consolidated financial statements.
We reviewed with the Company’s independent registered public accounting firm during calendar year 2023, Deloitte & Touche LLP (“Deloitte”), as to their judgments about the quality (rather than just the acceptability) of the Company’s accounting principles. We discussed with Deloitte the matters required to be discussed pursuant to Public Company Accounting Oversight Board AS No. 1301 (Communication with Audit Committees) and applicable SEC requirements. In addition, we discussed with Deloitte their independence from management and the Company, and we received and discussed with Deloitte the written disclosures and the letter from Deloitte required by the Public Company Accounting Oversight Board regarding their communications with us regarding their independence. We also considered whether the provision of services during calendar year 2023 by Deloitte that were unrelated to their audit of the consolidated financial statements referred to above and to their reviews of the Company’s interim consolidated financial statements during calendar year 2023 was compatible with maintaining Deloitte’s independence with respect to the time it was performing services for the Company.
Additionally, we discussed with the Company’s internal auditors and independent registered public accounting firm the overall scope and plan for their respective audits. We met with the Company’s independent registered public accounting firm, with and without management present, to discuss the results of their audits, their evaluations of the Company’s internal control over financial reporting and the overall quality of the Company’s financial reporting.
​
TABLE OF CONTENTS
58    Astec Industries, Inc.    |    Notice of Annual Meeting and Proxy Statement 2024
In reliance on the reviews and discussions referred to above, we recommended to the Board of Directors that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 for filing with the Securities and Exchange Commission.
AUDIT COMMITTEE
Tracey H. Cook, Chair
James B. Baker
Mark J. Gliebe
Nalin Jain
Patrick S. Shannon
March 12, 2024
TABLE OF CONTENTS​​​​​
59    Astec Industries, Inc.    |    Notice of Annual Meeting and Proxy Statement 2024
AUDIT MATTERS
Deloitte was appointed on March 2, 2023 as the Company’s independent registered public accounting firm for the 2023 financial statements. The Company’s predecessor auditor was KPMG.
Fees Paid to the Independent Registered Public Accounting Firm
​
The following table summarizes the fees for services rendered by Deloitte for the year ended December 31, 2023 and KPMG for the year ended December 31, 2022.
​ ​ ​ ​
2023
​ ​
2022
​
​ Audit Fees(1) ​ ​ ​ $ 2,666,667 ​ ​ ​ ​ $ 3,296,333 ​ ​
​ Audit-Related Fees ​ ​ ​ $ — ​ ​ ​ ​ $ — ​ ​
​ Tax Fees(2) ​ ​ ​ $ 5,000 ​ ​ ​ ​ $ 200,717 ​ ​
​ All Other Fees ​ ​ ​ $ — ​ ​ ​ ​ $ — ​ ​
​
Total
​ ​ ​ $ 2,671,667 ​ ​ ​ ​ $ 3,497,050 ​ ​
​
(1)
Audit fees include the aggregate fees billed for professional services rendered for the audits of the Company’s consolidated financial statements, of management’s assessment of internal controls over financial reporting and of the effectiveness of these controls included in its Form 10-K filings, for reviews of the Company’s quarterly condensed consolidated financial statements included in its Form 10-Q filings and for services that are normally provided by the independent registered public accounting firm in connection with regulatory filings for the relevant years, in each case, for the applicable year.
​
(2)
Tax fees primarily include fees associated with routine tax compliance and consulting services.
​
   
Audit Fee Approval
​
The Audit Committee is involved in the negotiations related to the fees paid to independent registered public accounting firm, and all audit-related, tax and other fees for services provided by Deloitte in 2023 and KPMG in 2022 to the Company and disclosed in the table above were reviewed and pre-approved by the Audit Committee in accordance with its charter.
Audit Committee Pre-Approval Policy
​
Since October 24, 2002, the Company’s Audit Committee has approved all fees for audit and non-audit services of the Company’s independent registered public accounting firm prior to engagement. It is the policy of the Audit Committee, as set forth in the Audit Committee charter, to pre-approve, to the extent required by applicable law, all audit and non-audit services provided to the Company by its independent registered public accounting firm. In accordance with applicable law, the Audit Committee may delegate to one or more designated members of the Audit Committee the authority to grant the required pre-approvals, provided that the decisions of any member(s) to whom such authority is delegated to pre-approve an activity shall be presented to the full Audit Committee at its next regularly scheduled meeting. The Audit Committee has delegated to the Chair of the Audit Committee the authority to grant the required pre-approvals for any engagement that does not exceed one-hundred thousand dollars ($100,000).
Audit Committee Review
​
The Company’s Audit Committee has reviewed the services rendered and the fees billed by Deloitte for the year ended December 31, 2023 and KPMG for the year ended December 31, 2022. The Audit Committee has determined that the services rendered, and the fees billed in each year that were not related to the audit of the Company’s consolidated financial statements are compatible with the independence of Deloitte or KMPG, as applicable, as the Company’s independent registered public accounting firm.
​
TABLE OF CONTENTS​
60    Astec Industries, Inc.    |    Notice of Annual Meeting and Proxy Statement 2024
STOCK OWNERSHIP OF
CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth certain information known to us with respect to beneficial ownership of Company’s Common Stock as of February 28, 2024, by the following individuals or groups:
●
each of our current directors, nominees for director, and Named Executive Officers individually;
​
●
all our directors and executive officers as a group; and
​
●
each person (or group of affiliated persons) known by us to own beneficially more than 5% of our outstanding Common Stock.
​
The percentage of beneficial ownership of Common Stock is based on 22,743,379 shares deemed outstanding as of February 28,
2024. In preparing the following table, we relied upon statements filed with the SEC by beneficial owners of more than 5% of the outstanding shares of our Common Stock pursuant to Section 13(d) or 13(g) of the Exchange Act, unless we knew or had reason to believe that the information contained in such statements was not complete or accurate, in which case we relied upon information that we considered to be accurate and complete. We have determined beneficial ownership in accordance with the rules of the SEC. Except as otherwise indicated, we believe, based on information furnished to us, that the beneficial owners of the Common Stock listed below have sole voting power and investment power with respect to the shares beneficially owned by them, subject to applicable community property laws.
​
​ Name and
Address(l) 		​ ​ Shares
Beneficially
Owned(2) 		​ ​ Percent
of Class 		​
​ Directors, Nominees and Named Executive Officers: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ Jaco van der Merwe ​ ​ ​ ​ 26,454(3) ​ ​ ​ ​ ​ * ​ ​
​ Rebecca A. Weyenberg ​ ​ ​ ​ 32,036(4) ​ ​ ​ ​ ​ * ​ ​
​ Michael P. Norris ​ ​ ​ ​ 5,721(5) ​ ​ ​ ​ ​ * ​ ​
​ Barend Snyman ​ ​ ​ ​ 791(6) ​ ​ ​ ​ ​ * ​ ​
​ Barry A. Ruffalo ​ ​ ​ ​ 0 ​ ​ ​ ​ ​ * ​ ​
​ Timothy A. Averkamp ​ ​ ​ ​ 15,973 ​ ​ ​ ​ ​ * ​ ​
​ Anshu Pasricha ​ ​ ​ ​ 9,709 ​ ​ ​ ​ ​ * ​ ​
​ James B. Baker ​ ​ ​ ​ 20,619(7) ​ ​ ​ ​ ​ * ​ ​
​ Tracey H. Cook ​ ​ ​ ​ 11,292(7) ​ ​ ​ ​ ​ * ​ ​
​ William D. Gehl ​ ​ ​ ​ 33,505(7)(8) ​ ​ ​ ​ ​ * ​ ​
​ Mark L. Gliebe ​ ​ ​ ​ 3,979(7) ​ ​ ​ ​ ​ * ​ ​
​ Mary L. Howell ​ ​ ​ ​ 11,292(7) ​ ​ ​ ​ ​ * ​ ​
​ Jeffrey T. Jackson ​ ​ ​ ​ 839(9) ​ ​ ​ ​ ​ * ​ ​
​ Nalin Jain ​ ​ ​ ​ 3,979(7) ​ ​ ​ ​ ​ * ​ ​
​ Linda I. Knoll ​ ​ ​ ​ 5,556(7) ​ ​ ​ ​ ​ * ​ ​
​ Patrick S. Shannon ​ ​ ​ ​ 839(9) ​ ​ ​ ​ ​ * ​ ​
​ James Winford ​ ​ ​ ​ 1,659(10) ​ ​ ​ ​ ​ * ​ ​
​ All directors, nominees and executive officers as a group (14 persons) ​ ​ ​ ​ 158,561 ​ ​ ​ ​ ​ 0.70% ​ ​
​ * Less than 1% ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ 5% Shareholders ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ BlackRock, Inc. ​ ​ ​ ​ 4,246,186(11) ​ ​ ​ ​ ​ 18.67% ​ ​
​ Vanguard Group, Inc. ​ ​ ​ ​ 2,601,190(12) ​ ​ ​ ​ ​ 11.44% ​ ​
​ Victory Capital Management Inc. ​ ​ ​ ​ 1,934,970(13) ​ ​ ​ ​ ​ 8.51% ​ ​
​ Gabelli Funds, Inc. ​ ​ ​ ​ 1,837,571(14) ​ ​ ​ ​ ​ 8.08% ​ ​
​ Dimensional Fund Advisors LP ​ ​ ​ ​ 1,531,823(15) ​ ​ ​ ​ ​ 6.74% ​ ​
​
(1)
Except as otherwise noted, the address of each beneficial owner listed in the table is c/o Astec Industries, Inc. at 1725 Shepherd Road, Chattanooga, Tennessee 37421.
​
(2)
The amounts of the Company’s Common Stock beneficially owned are reported on the basis of regulations of the Securities and Exchange Commission
​
TABLE OF CONTENTS​
61    Astec Industries, Inc.    |    Notice of Annual Meeting and Proxy Statement 2024
governing the determination of beneficial ownership of securities. The beneficial owner has both voting and dispositive power over the shares of Common Stock, unless otherwise indicated. As indicated, certain of the shares included are beneficially owned by the holders by virtue of their ownership of rights to acquire such shares pursuant to deferred stock rights and restricted stock units. Unless indicated in the table, the number of shares included in the table as beneficially owned by a director, nominee or officer does not exceed one percent of the Common Stock of the Company outstanding on February 24, 2023.
(3)
Includes 6,408 RSUs that convert to shares of Common Stock within 60 days of February 24, 2024.
​
(4)
Includes 4,471 RSUs that convert to shares of Common Stock within 60 days of February 24, 2024.
​
(5)
Includes 2,313 RSUs that convert to shares of Common Stock within 60 days of February 24, 2024.
​
(6)
Includes 791 RSUs that convert to shares of Common Stock within 60 days of February 24, 2024.
​
(7)
Includes 2,744 RSUs that convert to shares of Common Stock within 60 days of February 24, 2024.
​
(8)
Includes 18,545 deferred stock units, each of which represent the right to receive one share of Common Stock within 30days of termination of service as a director.
​
(9)
Includes 839 RSUs that convert to shares of Common Stock within 60 days of February 24, 2024.
​
(10)
Includes 1,659 RSUs that convert to shares of Common Stock within 60 days of February 24, 2024.
​
(11)
The number of shares reported and the information included in this footnote were derived from a Schedule 13G/A filed with the SEC on January 19, 2024 by BlackRock, Inc. According to the Schedule 13G/A, BlackRock, Inc. beneficially owns 4,246,186 shares, with sole dispositive power over all such shares and sole voting power over 4,183,050 shares. The address for BlackRock, Inc. is 50 Hudson Yards, New York, NY 10001.
​
(12)
The number of shares reported and the information included in this footnote were derived from a Schedule 13G/A filed with the SEC on February 13, 2024 by The Vanguard Group. According to the Schedule 13G/A, The Vanguard Group, Inc. beneficially owns 2,601,190 shares, with sole voting power over 0 shares, shared voting power over 14,153 shares, sole dispositive power over 2,563,589 shares, and shared dispositive power over 37,601 shares. The address for The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355.
​
(13)
The number of shares reported and the information included in this footnote were derived from a Schedule 13G/A filed with the SEC on February 6, 2024 by Victory Capital Management Inc. (“Victory”). According to the Schedule 13G/A, Victory, a registered investment adviser, may be deemed to have beneficial ownership of 1,934,970 shares, which are held by certain investment companies, trusts and accounts for which Victory serves as investment manager, adviser or sub-adviser. Victory has sole dispositive power over all such shares and sole voting power over 1,934,749 shares. The address for Victory is 4900 Tiedeman Rd., 4th Floor, Brooklyn, Ohio 44144.
​
(14)
The number of shares reported and the information included in this footnote were derived from separate Schedule 13F-HRs filed with the SEC on February 13, 2024 by Gabelli Funds LLC (“Gabelli”) and Teton Advisors, Inc. (“Teton”) and February 14, 2024 by GAMCO Investors, Inc. et al (“GAMCO”). According to the Schedule 13F-HRs filed, Gabelli beneficially owns 541,300 shares, with sole voting and dispositive power over all such shares; GAMCO beneficially owns 1,131,271 shares with sole dispositive power over all such shares and sole voting power over 1,104,271 shares; Teton beneficially owns 165,000 shares, with sole voting and dispositive power over all such shares. The address for each of Gabelli and Teton is One Corporate Center, Rye, New York 10580, and the address for GAMCO is 191 Mason Street, Greenwich, Connecticut 06830.
​
(15)
The number of shares reported and the information included in this footnote were derived from a Schedule 13G/A filed with the SEC on February 9, 2024 by Dimensional Fund Advisors LP (“Dimensional”). According to the Schedule 13G/A, Dimensional, a registered investment adviser, may be deemed to have beneficial ownership of 1,531,823 shares, which are held by certain investment companies, trusts and accounts for which Dimensional serves as investment manager, adviser or sub-adviser. Dimensional has sole dispositive power over all such shares and sole voting power over 1,504,650 shares. Dimensional disclaims beneficial ownership of all such shares. The address for Dimensional is Building One, 6300 Bee Cave Road, Austin, Texas 78746.
​
DELINQUENT
SECTION 16(a)
REPORTS
Section 16(a) of the Exchange Act, as amended, requires the Company’s directors, executive officers and persons who own beneficially more than 10% of the Company’s Common Stock to file reports of ownership and changes in ownership of such stock with the SEC. In addition, Item 405 of Regulation S-K requires the Company to identify in this Proxy Statement any person that may have failed to file a Section 16(a) form in a timely manner. Based solely upon reports filed with the SEC by each such person, the
Company believes that its directors, executive officers and greater than 10% shareholders timely complied with all applicable Section 16(a) filing requirements during calendar year 2023, except that Rebecca Weyenberg filed one late Form 4 reporting one transaction. The late filing was due to administrative oversight and related to a compensatory transaction between the Company and Ms. Weyenberg; no market transactions in Company stock were reported late.
​
TABLE OF CONTENTS​​​
62    Astec Industries, Inc.    |    Notice of Annual Meeting and Proxy Statement 2024
CERTAIN MATTERS RELATING
TO PROXY MATERIALS AND
ANNUAL REPORTS
The SEC’s rules permit us to deliver a single copy of the Notice, or a full set of the proxy materials (including the Proxy Statement, the Annual Report for calendar year 2023 and proxy card with postage-paid envelope), as applicable, to an address that two or more shareholders share. This method of delivery is referred to as “householding” and can significantly reduce our printing and mailing costs. It also reduces the volume of mail that you receive. We will deliver only one Notice, or a full set of the proxy materials (including the Proxy Statement, the Annual Report for calendar year 2023 and proxy card with postage-paid envelope), as applicable, to multiple registered shareholders sharing an address, unless we receive instructions to the contrary from one or more of the shareholders. If printed copies of proxy materials are requested, we will still send each shareholder an individual proxy card.
If you did not receive an individual copy of the Notice, or a full set of the proxy materials (including the Proxy Statement, the Annual Report for calendar year 2023 and proxy card with postage-paid envelope), as applicable, we will send copies to you if you contact us at Corporate Secretary, Astec Industries, Inc. at 1725 Shepherd Road, Chattanooga, Tennessee 37421 or via telephone to our investor relations department at (423) 553-5980. Shareholders who hold Common Stock through a broker, dealer, bank or other entity, who share an address and are receiving multiple copies of annual reports or proxy statements or notices of availability and who prefer to receive a single copy of such material, either now or in the future, can request delivery of a single copy of a proxy statement, annual report and/or notice of availability, as requested, by contacting such broker, dealer, bank or other entity.
​
OTHER MATTERS
Management does not know of any other matters to be brought before the meeting other than those referred to above. If any matters which are not specifically set forth in the form of proxy appointment and this Proxy Statement properly come before the meeting, the persons appointed as proxies will vote thereon in accordance with their best judgment.
ANNUAL REPORT
The Company’s consolidated financial statements and other financial information for the year ended December 31, 2023 may be found in the Company’s Annual Report for calendar year 2023, which has been made available to all shareholders. The Annual Report for calendar year 2023 does not form any part of the material for the solicitation of proxies. Our Annual Report and Proxy Statement will also be available on the web prior to our Annual Meeting. Once posted, you will be able to access, view and download this Proxy Statement and Annual Report for calendar year 2023 on the web at http://www.viewproxy.com/astec/2024
ANY SHAREHOLDER WHO HAS NOT RECEIVED A COPY OF OUR MOST RECENT ANNUAL REPORT ON FORM 10-K, INCLUDING THE CONSOLIDATED FINANCIAL STATEMENTS, AS FILED WITH THE SEC SHALL BE FURNISHED A COPY WITHOUT CHARGE UPON WRITTEN REQUEST. PLEASE DIRECT YOUR WRITTEN REQUEST TO THE CORPORATE SECRETARY, ASTEC INDUSTRIES, INC. AT 1725 SHEPHERD ROAD, CHATTANOOGA, TENNESSEE 37421.
​
TABLE OF CONTENTS
[MISSING IMAGE: px_24astecproxy2pg01-bw.jpg]
ASTEC INDUSTRIES, INC.Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held Virtually on April 25, 2024You are receiving this communication because you hold shares in the company named above. This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting.The Notice and Proxy Statement are available at http://www.viewproxy.com/astec/2024If you want to receive a paper or e-mail copy of these documents, you must request one. There is no charge to you for a copy. Please make your request for a copy as instructed below on or before April 18, 2024 to facilitate timely delivery.Important information regarding the Internet availability of the company’s proxy materials, instructions for accessing your proxy materials and voting online and instructions for requesting paper or e-mail copies of your proxy materials are provided on the reverse side of this Notice.STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING.To the Stockholders of Astec Industries, Inc,The 2024 Annual Meeting of Stockholders of Astec Industries, Inc. will
be held virtually on April 25, 2024 at 10:00 a.m. EDT. As a Registered Holder, you may vote your shares over the telephone, through the Internet, by mail or at the Annual Meeting of Stockholders by first registering at https://viewproxy.com/astec/2024preview/htype.asp and then using your Virtual Control Number below. Your registration must be received by 11:59 PM EDT on April 23, 2024. On the day of the Annual Meeting of Stockholders, if you have properly registered, you will log in using the password you received via email in your registration confirmation and follow instructions to vote your shares. Please have your Virtual Control Number with you during the meeting in order to vote. Further instructions on how to attend and vote at the Annual Meeting of Stockholders are contained in the Proxy Statement in the section titled “QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING” - “How do I attend the Annual Meeting?” and “How do I vote my shares during the Annual Meeting”Voting Items1. To re-elect to our Board of Directors the nominees listed below:Nominees:01. Mark J. Gliebe02. James Winford03. Jeffrey T. Jackson04. Patrick S. Shannon2.To approve, on an advisory basis, the compensation of the Company’s named executive officers. 3.To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for calendar year 2024. The proxy will be voted FOR all of the nominees listed in proposal 1 and FOR proposals 2 and 3.The Securities and Exchange Commission rules permit us to make our proxy materials available to our stockholders via the Internet.Material for this annual meeting and future meetings may be requested by one of the following methods: INTERNETTELEPHONEE-MAIL To view your proxy materials online, go to http://www.viewproxy.com/astec/2024Have your 11 digit Virtual Control Number (located below) available when you access the website and follow the instructions.877-777-2857 TOLL FREErequests@viewproxy.com*If requesting material by e-mail, please send a blank e-mail with the company name and your 11 digit Virtual Control Number (located below) in the subject line. No other requests, Instructions or other inquiries should be included with your e-mail requesting material. You must use the 11 digit Virtual Control Number located in the box below.VIRTUAL CONTROL NUMBER​
​
TABLE OF CONTENTS
[MISSING IMAGE: px_24astecproxy2pg02-bw.jpg]
ASTEC INDUSTRIES, INC.1725 Shepard RoadChattanooga, TN 37421PROXY MATERIALS AVAILABLE TO VIEW OR RECEIVEThe following proxy materials are available to you for review at:http://www.viewproxy.com/astec/2024•2024 Notice of Annual Meeting and Proxy Statement •2023 Annual Report ACCESSING YOUR PROXY MATERIALS ONLINEHave this notice available when you request a paper copy of the proxy materials or to vote your proxy electronically.You must reference your Virtual Control Number to vote by Internet or request a paper copy of the proxy materials.You May Vote Your Proxy When You View The Materials On The Internet. You Will Be Asked To Follow The Prompts To Vote Your Shares.Your electronic vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed, dated and returned the proxy card.REQUESTING A PAPER COPY OF THE PROXY MATERIALSBy telephone please call 1-877-777-2857 orBy logging onto http://www.viewproxy.com/astec/2024 orBy email at: requests@viewproxy.comPlease include the company name and your Virtual Control Number in the e-mail subject line.
TABLE OF CONTENTS
[MISSING IMAGE: px_24astecproxy1pg01-bw.jpg]
ASTEC INDUSTRIES, INC. ANNUAL MEETING OF SHAREHOLDERSTHIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORSThe undersigned hereby appoints William D. Gehl and Stephen C. Anderson with individual power of substitution proxies to vote all shares of the common stock of Astec Industries, Inc. (the “Company”) that the undersigned may be entitled to vote at the Annual Meeting of shareholders of the Company to be held virtually at https://viewproxy. com/astec/2024/ htype.asp by internet webcast at 10:00 a.m., Eastern Time on April 25, 2024, and any adjournment or postponement thereof as listed on reverse side.For participants in the Company’s 401(k) Retirement Plan, as amended and restated (“Plan”), this card also provides voting instructions to the Trustee under the Plan for the undersigned’s allowable portion, if any, of the total number of shares of Common Stock of the Company held by such Plan as indicated on the reverse side hereof. These voting instructions are solicited and will be carried out in accordance with the applicable provisions of the Plan.THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE SHAREHOLDER(S). IF NO SUCH DIRECTIONS ARE MADE, THIS PROXY WILL BE VOTED FOR THE RE-ELECTION AS DIRECTORS OF ALL OF THE NOMINEES LISTED ON THE REVERSE SIDE, FOR PROPOSAL
2 AND 3 AND ACCORDING TO THE DISCRETION OF THE PROXY HOLDERS ON ANY OTHER MATTERS AS MAY PROPERLY BE PRESENTED AT THE ANNUAL MEETING OR ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF.PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED REPLY ENVELOPE.(Continued and to be signed on the reverse side)PLEASE DETACH ALONG PERFORATED LINE AND MAIL IN THE ENVELOPE PROVIDED.Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held April 25, 2024.The Proxy Statement and our 2023 Annual Report to Shareholders are available at: http://www.viewproxy.com/astec/2024
​
TABLE OF CONTENTS
[MISSING IMAGE: px_24astecproxy1pg02-bw.jpg]
Vote on Proposal 1:The Board of Directors recommends that you vote FOR all nominees on the following proposal:1.To re-elect as directors the nominees listed below:Nominees:01.Mark J. Gliebe02.James Winford03.Jeffrey T. Jackson04.Patrick S. Shannon ForWithholdFor All AllAllExcept Please mark your votes like this The Board of Directors recommends that you vote “FOR” the following proposal:2.To approve, on an advisory basis, the compensation of the Company's named executive officers.FOR AGAINST ABSTAINThe Board of Directors recommends that you vote “FOR” the following proposal:3.To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for calendar year 2024. To withhold authority to vote for any individual nominee(s), mark “FOR All Except” and write the number(s) of the nominee(s) on the line below. FOR AGAINST ABSTAINPlease indicate if you plan to attend this meeting. Yes No Date: Address Change/Comments: (If you noted any Address Changes and/or Comments above, please mark box.) CONTROL NUMBER Signature_______________________________________________________________Signature (if held jointly)Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners
should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. PLEASE DETACH ALONG PERFORATED LINE AND MAIL IN THE ENVELOPE PROVIDED.CONTROL NUMBERPROXY VOTING INSTRUCTIONSPlease have your 11-digit Virtual Control Number ready when voting by Internet or telephone
​
 i DEF 14A  i   i   i   i   i   i   i   i   i   i   i   i   i false  i 0000792987 0000792987 2023-01-01 2023-12-31 0000792987 aste:BarryARuffaloMember 2023-01-01 2023-12-31 0000792987 aste:JacoVanDerMerweMember 2023-01-01 2023-12-31 0000792987 aste:BarryARuffaloMember 2022-01-01 2022-12-31 0000792987 aste:JacoVanDerMerweMember 2022-01-01 2022-12-31 0000792987 2022-01-01 2022-12-31 0000792987 aste:BarryARuffaloMember 2021-01-01 2021-12-31 0000792987 aste:JacoVanDerMerweMember 2021-01-01 2021-12-31 0000792987 2021-01-01 2021-12-31 0000792987 aste:BarryARuffaloMember 2020-01-01 2020-12-31 0000792987 aste:JacoVanDerMerweMember 2020-01-01 2020-12-31 0000792987 2020-01-01 2020-12-31 0000792987 2023-01-01 2023-01-06 0000792987 2023-01-07 2023-12-31 0000792987 aste:EquityAwardsValueInCompensationTableForTheApplicableYearMember aste:BarryARuffaloMember 2023-01-01 2023-12-31 0000792987 aste:EquityAwardsAdjustmentsMember aste:BarryARuffaloMember 2023-01-01 2023-12-31 0000792987 aste:EquityAwardsValueInCompensationTableForTheApplicableYearMember aste:JacoVanDerMerweMember 2023-01-01 2023-12-31 0000792987 aste:EquityAwardsAdjustmentsMember aste:JacoVanDerMerweMember 2023-01-01 2023-12-31 0000792987 aste:EquityAwardsValueInCompensationTableForTheApplicableYearMember ecd:NonPeoNeoMember 2023-01-01 2023-12-31 0000792987 aste:EquityAwardsAdjustmentsMember ecd:NonPeoNeoMember 2023-01-01 2023-12-31 0000792987 aste:EquityAwardsAdjustmentsYearEndFairValueOfAwardsGrantedInCurrentYearMember aste:BarryARuffaloMember 2023-01-01 2023-12-31 0000792987 aste:EquityAwardsAdjustmentsChangeInFairValueAsOfYearEndOfOutstandingAndUnvestedAwardsGrantedInPriorYearsMember aste:BarryARuffaloMember 2023-01-01 2023-12-31 0000792987 aste:EquityAwardsAdjustmentsChangeInFairValueAsOfVestingDateOfCurrentAwardsVestedDuringCurrentYearMember aste:BarryARuffaloMember 2023-01-01 2023-12-31 0000792987 aste:EquityAwardsAdjustmentsChangeInFairValueAsOfVestingDateOfPriorYearAwardsVestedDuringCurrentYearMember aste:BarryARuffaloMember 2023-01-01 2023-12-31 0000792987 aste:FairValueAtLastDayOfPriorYearOfEquityAwardsForfeitedMember aste:BarryARuffaloMember 2023-01-01 2023-12-31 0000792987 aste:EquityAwardsAdjustmentsYearEndFairValueOfAwardsGrantedInCurrentYearMember aste:JacoVanDerMerweMember 2023-01-01 2023-12-31 0000792987 aste:EquityAwardsAdjustmentsChangeInFairValueAsOfYearEndOfOutstandingAndUnvestedAwardsGrantedInPriorYearsMember aste:JacoVanDerMerweMember 2023-01-01 2023-12-31 0000792987 aste:EquityAwardsAdjustmentsChangeInFairValueAsOfVestingDateOfCurrentAwardsVestedDuringCurrentYearMember aste:JacoVanDerMerweMember 2023-01-01 2023-12-31 0000792987 aste:EquityAwardsAdjustmentsChangeInFairValueAsOfVestingDateOfPriorYearAwardsVestedDuringCurrentYearMember aste:JacoVanDerMerweMember 2023-01-01 2023-12-31 0000792987 aste:FairValueAtLastDayOfPriorYearOfEquityAwardsForfeitedMember aste:JacoVanDerMerweMember 2023-01-01 2023-12-31 0000792987 aste:EquityAwardsAdjustmentsYearEndFairValueOfAwardsGrantedInCurrentYearMember ecd:NonPeoNeoMember 2023-01-01 2023-12-31 0000792987 aste:EquityAwardsAdjustmentsChangeInFairValueAsOfYearEndOfOutstandingAndUnvestedAwardsGrantedInPriorYearsMember ecd:NonPeoNeoMember 2023-01-01 2023-12-31 0000792987 aste:EquityAwardsAdjustmentsChangeInFairValueAsOfVestingDateOfCurrentAwardsVestedDuringCurrentYearMember ecd:NonPeoNeoMember 2023-01-01 2023-12-31 0000792987 aste:EquityAwardsAdjustmentsChangeInFairValueAsOfVestingDateOfPriorYearAwardsVestedDuringCurrentYearMember ecd:NonPeoNeoMember 2023-01-01 2023-12-31 0000792987 aste:FairValueAtLastDayOfPriorYearOfEquityAwardsForfeitedMember ecd:NonPeoNeoMember 2023-01-01 2023-12-31 0000792987 1 2023-01-01 2023-12-31 0000792987 2 2023-01-01 2023-12-31 0000792987 3 2023-01-01 2023-12-31 0000792987 4 2023-01-01 2023-12-31 iso4217:USD

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘DEF 14A’ Filing    Date    Other Filings
2/27/26
2/27/25
2/24/25
1/25/25
12/31/24
12/26/24
11/12/24
4/30/24
For Period end:4/25/24
4/24/24
4/23/24
4/18/24
Filed on:3/12/24
3/7/248-K
2/28/2410-K,  4,  8-K
2/27/24
2/24/24
2/14/24
2/13/24SC 13G/A
2/9/24SC 13G/A
2/6/24SC 13G/A
1/19/24SC 13G/A
1/1/24
12/31/2310-K,  ARS
12/29/23
12/1/233,  4
11/24/23
10/2/23
8/15/234
7/27/233
7/3/233
5/8/238-K
4/25/238-K
4/1/23
3/8/238-K
3/2/238-K,  ARS
2/27/234
2/24/23
1/6/238-K
12/31/2210-K,  11-K,  ARS,  SD
3/31/2210-Q,  4
2/28/2210-K,  4,  8-K
12/31/2110-K,  11-K,  SD
4/30/214
1/1/21
12/31/1910-K,  11-K,  SD
7/28/168-K
10/24/02
 List all Filings 
↑Top
Filing Submission 0001104659-24-033493   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help — Fri., May 17, 11:42:39.1am ET