COLUMBUS MCKINNON CORP
For the period ended Mar 31, 2025. Filed Jun 30, 2025.
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Mar 31, 2025 · Filed Jun 30, 2025
Contents
PAY VERSUS PERFORMANCE
COMPENSATION ACTUALLY PAID TABLE
As required by Section 953(a) of the Dodd-Frank Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between “compensation actually paid” to our Principal Executive Officer (PEO) and to our non-PEO NEOs and certain financial performance of the Company for the indicated fiscal years. Compensation actually paid, as determined under SEC requirements, does not reflect the actual amount of compensation earned by or paid to our executive officers during a covered year. For further information concerning the Company’s pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to the Compensation Discussion and Analysis.
| Year(1) · SCT Totalfor FirstPEO($) · SCT TotalforSecondPEO($) · CAP forFirstPEO(2)($) · CAP forSecondPEO(2)($) · Avg. SCTTotal fornon-PEO NEOs(2)($) · Avg. CAPto non-PEONEOs(2)($) · Value of Initial Fixed$100 · NetIncome ($ in Thousands) · Adjusted EBIT(4)($ in Thousands) | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| TSR($) · PeerGroupTSR (3)($) | ||||||||||||
| (a) · (b) · (b) · (c) · (c) · (d) · (e) · (f) · (g) · (h) | ||||||||||||
| 2025 | 5,325,938 | — | (1,610,341) | — | 1,360,850 | 166,465 | 72.26 | 272.34 | (5,138) | 102,300 | ||
| 2024 | 5,799,250 | — | 7,011,006 | — | 1,479,373 | 1,769,549 | 183.61 | 219.31 | 46,625 | 119,238 | ||
| 2023 | 4,973,892 | — | 3,543,606 | — | 1,622,384 | 1,421,836 | 151.72 | 155.40 | 48,429 | 105,869 | ||
| 2022 | 4,067,021 | — | 2,562,396 | — | 1,347,394 | 788,702 | 171.66 | 147.62 | 29,660 | 95,589 | ||
| 2021 | 5,572,610 | 397,800 | 9,019,389 | 423,480 | 1,169,073 | 2,651,095 | 212.53 | 159.26 | 9,106 | 48,854 | ||
(1)The PEOs and the Non-PEO NEOs for the indicated years were as follows:
| Year | First PEO | Second PEO | Other Non-PEOs |
| 2025 | Mr. Wilson | N/A | Messrs. Brant, Chintapalli, Korman, Rustowicz and Ms. Williams |
| 2024 | Mr. Wilson | N/A | Messrs. Brant, Korman, Rustowicz and Schadeberg |
| 2023 | Mr. Wilson | N/A | Messrs. Brant, Korman, Rustowicz and Schadeberg |
| 2022 | Mr. Wilson | N/A | Messrs. Brant, Korman, Rustowicz and Wozniak |
| 2021 | Mr. Wilson | Mr. Fleming | Messrs. Korman, McCormick, Rustowicz and Wozniak |
(2)Amounts represent compensation actually paid to our PEOs and the average compensation actually paid to our non-PEO NEOs for the relevant fiscal year, as determined under SEC rules (and described below).
(3)For the relevant fiscal year, represents the cumulative TSR (the “Peer Group TSR”) of the Dow Jones U.S. Diversified Industrials Index.
(4)In accordance with SEC rules, the Company is required to include in the Pay versus Performance table the “most important” financial performance measure (as determined by the Company) used to link compensation actually paid to our PEOs and Non-PEO NEOs to Company performance for the most recently completed fiscal year. The Company determined that Adjusted EBIT, which is a non-GAAP measure included in our incentive program, meets this requirement and therefore, we have included this performance measure in the Pay versus Performance table. Adjusted EBIT is defined as operating income as determined in accordance with GAAP adjusted for each of the adjustments used in the computation of Adjusted EBITDA other than depreciation and amortization expense,
2025 Proxy Statement
Pay Versus Performance
Compensation actually paid to our PEO and Non-PEO NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, adjusted as follows:
DAVID J. WILSON (FIRST PRINCIPAL EXECUTIVE OFFICER)
| Year | SummaryCompensationTableTotal($) | Minus:ChangeinPresentValue ofNQDC($) | Minus:ChangeinPresentValue ofPension($) | Plus:PensionServiceCostsAttributableto theApplicableYear($) | Minus:Grant DateFair Valueof EquityAwardsGrantedDuringApplicableYear($) | Plus: Year-End FairValue ofEquityAwardsGrantedDuringApplicableYear($) | Plus:Fair ValueofAwardsGrantedandVested inApplicableYear($) | Plus:Change inFair Valueas of Year-End of AnyPrior-YearAwards thatRemainUnvested asof Year-End($) | Plus:Change inFair Valueas ofVestingDate ofAny Prior-YearAwardsthat VestedDuringApplicableYear($) | Compensation Actually Paid($) |
|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 5,325,938 | 9,951 | — | — | 3,909,959 | 1,390,504 | — | (4,340,800) | (66,074) | (1,610,341) |
| 2024 | 5,799,250 | 5,491 | — | — | 3,495,828 | 4,352,194 | — | 448,465 | (87,584) | 7,011,006 |
| 2023 | 4,973,892 | 2,900 | — | — | 2,816,047 | 3,501,035 | — | (1,616,943) | (495,431) | 3,543,606 |
| 2022 | 4,067,021 | 1,896 | — | — | 2,362,446 | 1,840,059 | — | (993,714) | 13,371 | 2,562,396 |
| 2021 | 5,572,610 | — | — | — | 3,543,080 | 6,414,349 | 575,510 | — | — | 9,019,389 |
RICHARD J. FLEMING (SECOND PRINCIPAL EXECUTIVE OFFICER)
| Year | SummaryCompensationTableTotal($) | Minus:ChangeinPresentValue ofNQDC($) | Minus:ChangeinPresentValue ofPension($) | Plus:PensionServiceCostsAttributableto theApplicableYear($) | Minus:Grant DateFair Valueof EquityAwardsGrantedDuringApplicableYear($) | Plus: Year-End FairValue ofEquityAwardsGrantedDuringApplicableYear($) | Plus:Fair ValueofAwardsGrantedandVested inApplicableYear($) | Plus:Change inFair Valueas of Year-End of AnyPrior-YearAwards thatRemainUnvested asof Year-End($) | Plus:Change inFair Valueas ofVestingDate ofAny Prior-YearAwardsthat VestedDuringApplicableYear($) | Compensation Actually Paid($) |
|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | — | — | — | — | — | — | — | — | — | — |
| 2024 | — | — | — | — | — | — | — | — | — | — |
| 2023 | — | — | — | — | — | — | — | — | — | — |
| 2022 | — | — | — | — | — | — | — | — | — | — |
| 2021 | 397,800 | — | — | — | 254,079 | 75,660 | 204,099 | — | — | 423,480 |
2025 Proxy Statement
Pay Versus Performance
AVERAGE OF NON-PEO NEOs
| Year · SummaryCompensationTable Total($) · Minus:Changein PresentValue ofNQDC($) · Minus:Change in PresentValue ofPension($) · Plus: Pension Service CostsAttributable to theApplicable Year($) · Minus:Grant DateFair Valueof EquityAwardsGrantedDuringApplicableYear($) · Plus: Year-End Fair Value of Equity Awards Granted DuringApplicable Year($) · Plus: Fair Value of Awards Granted and Vested in Applicable Year($) · Plus: Change in Fair Value as of Year-End of Any Prior-YearAwards that RemainUnvested asof Year-End($) · Plus: Change in Fair Value as of Vesting Date of Any Prior-Year Awards that Vested During Applicable Year($) · Compensation Actually Paid($) | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 1,360,850 | 21,058 | — | — | 636,684 | 212,973 | 10,280 | (719,962) | (39,934) | 166,465 | ||
| 2024 | 1,479,373 | 13,476 | 53 | 0 | 668,025 | 831,669 | — | 157,778 | (17,717) | 1,769,549 | ||
| 2023 | 1,622,384 | 8,205 | — | — | 814,420 | 701,707 | — | 33,962 | (113,592) | 1,421,836 | ||
| 2022 | 1,347,394 | 6,473 | — | — | 668,073 | 520,369 | — | (404,240) | (275) | 788,702 | ||
| 2021 | 1,169,073 | 2,962 | — | — | 467,863 | 1,137,057 | — | 785,776 | 30,014 | 2,651,095 | ||
In the determination of each PEO’s and each Non-PEO NEO’s compensation actually paid, fair value of equity awards was computed in accordance with the Company’s methodology used for financial reporting purposes.
2025 Proxy Statement
Pay Versus Performance
RELATIONSHIP BETWEEN FINANCIAL PERFORMANCE MEASURES
The graphs below describe the relationship between the compensation actually paid to our PEOs and the average of the compensation actually paid to our Non-PEO NEOs and (i) our cumulative TSR, (ii) our net income and (iii) our Adjusted EBIT, in each case, for the fiscal years ended March 31, 2021, 2022, 2023, 2024 and 2025. In addition, the first graph below compares our cumulative TSR and peer group cumulative TSR for the fiscal years ended March 31, 2021, 2022, 2023, 2024 and 2025.
TSR amounts reported in the graph assume an initial fixed investment of $100 and that all dividends, if any, were reinvested.
2025 Proxy Statement
Pay Versus Performance
The graphs above demonstrate that over the measurement period, Compensation Actually Paid (CAP) for the PEOs and Non-PEO NEOs generally trended directionally with the Company’s cumulative TSR, net income and Adjusted EBIT. During the time period, changes in CAP were largely attributable to the fluctuation in value of outstanding equity awards, which correlate with increases and decreases in stock price and cumulative TSR.
PAY VERSUS PERFORMANCE TABULAR LIST
We believe the following performance measures represent the most important financial performance measures used by us to link compensation actually paid to our PEOs and Non-PEO NEOs for the fiscal year ended March 31, 2025. The measures in this list are not ranked:
Adjusted EBIT
Adjusted Free Cash Flow
Adjusted ROIC
For additional details regarding our most important financial performance measures, please see the sections titled “Elements of our Compensation Program for NEOs” and “Components of Compensation” in our Compensation Discussion and Analysis elsewhere in this proxy statement.
2025 Proxy Statement
PROPOSAL 3
RATIFICATION OF APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING MARCH 31, 2026
GENERAL
We are asking our shareholders to ratify our Audit Committee’s appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2026. In the event our shareholders fail to ratify the appointment, the Audit Committee will reconsider this appointment. Even if the appointment is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if the Audit Committee determines that such a change would be in the best interests of our Company and its shareholders. Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting and will have the opportunity to make a statement if they desire to do so. It is also expected that those representatives will be available to respond to appropriate questions.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
The aggregate fees billed to us by Ernst & Young LLP for fiscal 2024 and fiscal 2025 are as follows, categorized in accordance with the SEC's rules:
| Fiscal 2024($ in thousands) | Fiscal 2025($ in thousands) | |
|---|---|---|
| Audit Fees(1) | 2,997 | 2,975 |
| Audit Related Fees(2) | 12 | 14 |
| Tax Fees(3) | 353 | 516 |
| All Other Fees(4) | 7 | 7 |
| Total | 3,369 | 3,512 |
(1)Consists of fees billed for the audit of our annual financial statements included in the 2025 10-K, review of financial statements included in our Quarterly Reports on Form 10-Q, and services that are normally provided by auditors in connection with statutory and regulatory filings or engagements.
(2)Consists of certain agreed-upon other non-audit related procedures in Mexico.
(3)Consists of all tax-related services including transfer pricing, international tax advisory, global tax compliance and other ad hoc consulting services.
(4)Consists of the annual fee for access to E&Y's accounting research service.
AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES
Pursuant to its written charter, the Audit Committee is responsible for pre-approving all audit and permitted non-audit services to be performed for Columbus McKinnon by Ernst & Young LLP, or any other auditing or accounting firm, subject tode minimis exceptions for non-audit services, which are approved by the Audit Committee prior to completion of the audit. During fiscal 2025, the Audit Committee approved all audit and non-audit services provided to Columbus McKinnon by Ernst & Young LLP. Our Audit Committee’s current practice is to consider for pre-approval annually all audit and non-audit services proposed to be provided by Ernst & Young LLP. In making its decision to appoint Ernst & Young LLP as our independent registered public accounting firm, the Audit Committee has considered whether the provision of the non-audit services rendered by Ernst & Young LLP is compatible with maintaining that firm's independence and has determined that such services are compatible with maintaining Ernst & Young’s independence.
2025 Proxy Statement
Proposal 3
| PROPOSAL3 | The Board of Directors Recommends a Vote "FOR" the Ratification of Appointment of Ernst & Young LLP as the Company's Independent Registered Public Accounting Firm for the Fiscal Year Ending March 31, 2026. | FOR |
|---|
2025 Proxy Statement
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.