ALAMO GROUP INC

This summary highlights certain information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you may wish to consider prior to voting. Please review the entire Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “Annual Report”) for more detailed information.

HOW TO VOTE

By InternetGo to www.proxyvote.com for voting instructions or scan the QR code on your Notice Regarding the Availability of Proxy Materials or proxy card with your smartphone.

By TelephoneYou may call 1-800-690-6903 on a touch-tone telephone and follow the instructions provided by the recorded message to vote your shares by telephone.

By MailYou may promptly mail your completed and executed proxy card in the postage-paid envelope, which is included with your proxy materials if you requested to receive paper copies of our proxy materials.

By Virtual Meetingwww.virtualshareholdermeeting.com/ALG2024

VOTING RECOMMENDATIONS

PROXY SUMMARY

BOARD OF DIRECTORS NOMINEES

Each member of our Board of Directors is elected annually. You are being asked to vote on the election of these eight nominees, all of whom currently serve as directors. The table below reflects the Board Committees as of the date of the annual meeting, May 2, 2024.

1. Mr. Parod was appointed the Independent Board Chair in February 2024, effective upon Mr. Baty's retirement from the Board on April 30, 2024.

DIVERSITY OF BOARD

PROXY SUMMARY

DIRECTOR QUALIFICATIONS AND SKILLS

Our Board possesses a broad range of qualifications and skills that facilitate strong oversight of the Company's management and strategic development. The following matrix identifies the primary skills that the Nominating/Corporate Governance Committee and the Board considered in connection with the nomination of the eight incumbent directors. While unmarked items in the table below may indicate only cursory knowledge relating to a given category, the marked items indicate strong expertise or experience in the applicable category or categories.

PROXY SUMMARY

2023 FINANCIAL PERFORMANCE

*EBITDA is a non-GAAP financial measure defined for this purpose as income from operations plus depreciation and amortization. For more information relating to this measure, including a reconciliation of the non-GAAP financial measure to the comparable GAAP financial measure, refer to "Non-GAAP Financial Measures Reconciliation" in Appendix I hereto.

EXECUTIVE COMPENSATION

Our Board of Directors recommends that you vote “For” our advisory proposal on executive compensation. The non-binding advisory vote gives our stockholders the opportunity to approve the compensation paid to individuals identified as named executive officers (the "NEOs") in this Proxy Statement. The Compensation Committee of our Board (the "Compensation Committee") designed our compensation program to align the actions of our NEOs with the long-term interests of our stockholders based on the overall philosophy to pay executives for their performance. Our executive compensation program ties incentive compensation to the achievement of both annual and long-term (three-year) financial performance goals of our Company. The annual incentive awards are tied to annual financial and other performance goals and are paid in cash, while the three-year incentive awards are tied to three-year financial goals and are made in the form of performance share units ("PSUs").

2023 Compensation Highlights

Our 2023 annual cash incentive plan for all of our NEOs is comprised of objective components. Actual payouts under our annual cash incentive plan can range from 0% to 200% of the target incentive opportunity depending upon performance. For Mr. Leonard and our other NEOs who hold Company-wide positions, Company adjusted pre-tax income and inventory turnover were used as the objective financial performance measures for determining 2023 incentive payouts. For our Division leaders (Messrs. Haberman and Raborn), Company adjusted pre-tax income, Division earnings before interest and taxes ("EBIT"), Division organic revenue growth, Division inventory turnover, and Division reduction of total energy consumption compared to the prior year were used as the financial performance measures for determining 2023 objective incentive payouts. Our adjusted pre-tax income exceeded the target set by our Compensation Committee, resulting in a payout of 196% of target for our NEOs for that portion of our plan. We began providing performance-based equity compensation in 2020 under PSUs that were issued to our NEOs in 2020 covering the three year period from January 1, 2020 to December 31, 2022. No shares were issued to our NEOs as a result of the PSUs issued in 2020 that covered the three-year performance period ending December 31, 2022 because the threshold performance goals for issuance were not met. Shares were, however, issued to our NEOs as a result of the PSUs issued in 2021 that covered the three year period from January 1, 2021 to December 31, 2023 because the threshold performance goals for issuance were met for the period. Please refer to the "Compensation Discussion and Analysis" section of this Proxy Statement for more details regarding the 2023 compensation outcomes for our NEOs.