ASTEC INDUSTRIES INC

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

COMPENSATION DISCUSSION AND ANALYSIS

Overview

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In the paragraphs that follow, we 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 2025 to the following individuals, who we refer to as our named executive officers:

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Jaco G. van der Merwe, President and Chief Executive Officer (“CEO”);

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Brian J. Harris, Chief Financial Officer (“CFO”);

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Michael P. Norris, Group President — Materials Solutions;

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Barend Snyman, Group President — Infrastructure Solutions; and

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E. Terrell Gilbert, Jr., General Counsel, Chief Compliance Officer and Corporate Secretary.

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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

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Our objectives with respect to the Company’s executive compensation program are to:

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attract and retain qualified personnel who are critical to the Company’s long-term success and the creation of shareholder value;

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create a strong link between executive officer compensation and the Company’s annual and long-term financial and stock price performance; and

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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.

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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.

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