ASTEC INDUSTRIES INC

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34 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2026

Elements of Our Compensation Program

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In calendar year 2025, the principal elements of our executive compensation program, and the purposes for each element, were as follows:

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 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 non-CEO 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 market data 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, feedback from the full Board, the CEO’s leadership of the Company and market data provided by its consultant.

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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, 2025 (or as of a later date in 2025, as indicated):

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(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 2024.

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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 2025, 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 2024. The primary components of the program are discussed below.

35 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2026

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 2025, the AIP target amounts for the named executive officers were as follows:

Actual incentive amounts that could be earned by the named executive officers for 2025 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 two key metrics: Adjusted EBITDA (weighted 70%) and Working Capital Turnover (weighted 30%). Linear interpolation would be used for results falling between performance levels. For calendar year 2025, the prior strategy execution goal related to our enterprise resource planning implementation project was removed so that annual incentive pay would only relate to achievement of financial metrics, which increased the weighting of the adjusted EBITDA metric from 50% to 70% and the Working Capital Turnover metric from 25% to 30% compared to the prior year. Performance goals for the CEO, CFO, Group Presidents and other corporate officers relate 100% to total Company performance. We retained Adjusted EBITDA (defined below) as an AIP performance metric for calendar year 2025 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 2025 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.

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(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.

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(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. Similar to the determination of adjusted EBTDA, the WCT actual result was adjusted to exclude the effect of acquisitions completed during the year.

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Based on achievement on the performance goals in calendar year 2025, the Compensation Committee approved the following 2025 AIP bonus payments for the named executive officers: Mr. van der Merwe, $779,455; Mr. Harris, $353,047; Mr. Snyman, $255,844; Mr. Norris, $243,190; and Mr. Gilbert, $190,737.

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. The Committee grants equity awards to key employees, including the named executive officers, in the form of time-based restricted stock units (RSUs) and performance-based restricted stock units (PSUs). RSUs, which promote executive retention and sustained stock price performance, vest in

equal installments on the first three anniversaries of the grant date, subject to the executive officer’s continued employment with the Company. PSUs, which deliver value to the executive officer only to the extent that key company financial and stock price performance goals are achieved over a three-year period, can be earned in amounts between 0% and 200% of a target number of shares granted. In prior years, the annual Long-Term Incentive (“LTI”) grant value of equity awards to executive officers was delivered 50% in RSUs and 50% in PSUs. For calendar year 2025, in order to more directly align executive pay with company performance, the Committee increased the weighting of PSUs relative to RSUs, granting 65% of the 2025 LTI grant value to executive officers in the form of PSUs, with the remaining 35% of the 2025 LTI grant value delivered in the form of RSUs.

The PSUs granted in 2025 have a single, three-year performance period and will vest and be earned on the third anniversary of the

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36 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2026

grant date. The amount of PSUs earned will be based on the level of achievement of performance goals relating to two metrics:

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Adjusted ROIC is based on a three-year average that 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. Linear interpolation applies between these performance levels.

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Total shareholder return (TSR) relative to a custom comparator group accounts for the remaining 50% PSU award value. This metric has been used as a performance measure for PSU awards

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since 2016 and measures our stock price performance relative to a custom TSR comparator group. Prior to granting PSUs in 2025, the Committee reviewed the TSR comparator group used for PSUs granted in prior years and determined to reduce the size of the TSR comparator group for the 2025 PSU awards to ten companies so that the group is comprised of companies that are more closely aligned with the Company. PSUs may be earned between 0% and 200% of the target number of shares granted based on our TSR relative to our TSR comparator group, as follows: 200% of the target award is earned if our TSR is ranked first in the comparator group; 100% of the target award is earned if our TSR is ranked fifth in the comparator group; and 0% of the target award is earned if our TSR is ranked in one of the last three positions. The payout schedule will be adjusted if any companies are removed from the comparator group. Shares earned based on achievement of the TSR metric are subject to a one-year post-vesting holding period during which a participant may not sell or transfer such shares except by will, the laws of descent and distribution or pursuant to a domestic relations order.

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The Committee approved awards of RSUs and PSUs in 2025 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:

Vesting and Settlement of 2023 PSU Awards. The Committee granted PSUs to executive officers in 2023 that were structured similar to the PSUs that were granted to executive officers in 2025. The 2023 PSUs vested on February 27, 2026, based on the level of achievement of performance goals relating to Adjusted ROIC (weighted 50%) and TSR relative to a comparator group (weighted 50%), over three-year performance period ending December 31, 2025. The target Adjusted ROIC goal for the 2023 PSUs was 10.0%, and the Company’s actual Adjusted ROIC for the three-year performance period ending December 31, 2025 was 10.4%, resulting in a payout of 120% of the target award. The Company’s TSR relative to the TSR comparator group was 43.48%, resulting in a payout of 87% of the target award. The following table sets forth for each named executive officer the targeted award value, the number of awards granted at target, and the number of shares that vested on February 27, 2026, based on achievement of the Adjusted ROIC and relative TSR metrics for the three-year performance period ending December 31, 2025:

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(1)

Mr. Harris and Mr. Gilbert did not receive 2023 PSUs because they were not employed by the Company in 2023.

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(2)

Shares earned based on achievement of the TSR metric are subject to a one-year post-vesting holding period during which a participant may not sell or transfer such shares except by will, the laws of descent and distribution or pursuant to a domestic relations order.

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