2024 ANNUAL MEETING OF SHAREHOLDERS
| When: 9:00 a.m. Eastern Time on May 10, 2024 | Record Date: February 13, 2024 | Where: www.virtualshareholdermeeting.com/MSA2024 |
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| Voting: Shareholders of the Company as of the Record Date are entitled to vote on the matters presented at the meeting. Each share of Common Stock of the Company is entitled to one vote for each director nominee and for one vote on each of the other matters presented. |
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BUSINESS OVERVIEW
MSA Safety Incorporated is the global leader in advanced safety products, technology and solutions. Driven by its singular mission of safety, the Company has been at the forefront of safety innovation since 1914, protecting workers and facility infrastructure around the world across a broad range of diverse end markets while creating sustainable value for shareholders. The Company’s comprehensive product line, which is governed by rigorous safety standards across highly regulated industries, is used by workers around the world in a broad range of markets, including fire service, energy, utility, construction and industrial manufacturing applications as well as heating, ventilation, air conditioning and refrigeration (“HVAC-R”). The Company’s product portfolio includes firefighter safety gear where core products include self-contained breathing apparatus (“SCBA”), protective apparel and helmets; detection where core products include fixed gas and flame detection (“FGFD”) systems and portable gas detection instruments; and industrial personal protective equipment (“PPE”) where core products include industrial head protection and fall protection devices.
| MSA 2024 PROXY STATEMENT | i |
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PROXY SUMMARY
VOTING MATTERS
| ELECTION OF DIRECTORS | PAGE 2 |
| Mr. Steven C. Blanco, Ms. Sandra Phillips Rogers and Mr. Luca Savi were nominated by the Board for election in the Class of 2027. The table beginning on page 3 sets forth certain information about the nominees, all of whom are currently members of the Board, and about the other directors whose terms of office will continue after the Annual Meeting. We are asking shareholders to vote FOR the election of the nominees, each of whom has consented to be named as a nominee and to serve if elected. THE BOARD RECOMMENDS A VOTE FOR EACH NOMINEE | |
| NON-EMPLOYEE DIRECTORS’ EQUITY INCENTIVE PLAN APPROVAL | PAGE 19 |
| We are asking shareholders to vote FOR the Company’s 2024 Non-Employee Directors’ Equity Incentive Plan , to ensure the Company’s continuing ability to attract and retain qualified persons to serve on the Company’s Board of Directors and to provide a flexible range of compensation options under the plan. THE BOARD RECOMMENDS A VOTE FOR THE NON-EMPLOYEE DIRECTORS’ EQUITY INCENTIVE PLAN | |
| SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | PAGE 58 |
| We are asking shareholders to approve the selection of Ernst & Young LLP as our independent registered public accounting firm for 2024. THE BOARD RECOMMENDS A VOTE FOR THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | |
| ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION | PAGE 59 |
| We are asking shareholders to vote FOR the Company’s compensation of the named executive officers on a non-binding advisory basis. The Board and the Compensation Committee will take into account the outcome when considering future executive compensation arrangements. In 2023, the shareholders voted in favor of the Company’s executive compensation program, with 97.5% of the votes cast by shareholders voting FOR the proposal. The Board and Compensation Committee took this vote into consideration in designing the executive compensation program for 2024. Please see the Compensation Discussion and Analysis in the proxy statement for complete details about compensation for the named executive officers. THE BOARD RECOMMENDS A VOTE FOR APPROVAL OF THE COMPENSATION PAID TO THE COMPANY’S NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THIS PROXY STATEMENT | |
| YOUR VOTE IS IMPORTANT | |
| Shareholders can vote using any of the following methods | |
| By internet using your computer | By telephone |
| By internet using your tablet or smartphone | By mailing your proxy card |
Please refer to your proxy card and/or voting instruction form for internet, telephone, smartphone or mail instructions. If you receive a notice of internet availability of proxy materials, you may vote by following the instructions contained in that notice.
| ii | MSA 2024 PROXY STATEMENT |
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PROXY SUMMARY
CORPORATE GOVERNANCE HIGHLIGHTS
The MSA Board of Directors places a continued focus on the corporate governance affairs of the Company and acknowledges that good corporate governance is an ongoing process. The Board also recognizes that good corporate governance is important to the Company’s success. Key Company governance practices are described more fully in the proxy statement. Below is a summary of 2023 governance highlights.
2023 Corporate Governance Highlights
Director Independence
| • | Nine independent Directors |
| • | Five fully independent board committees |
Board Leadership
| • | Annual election of Lead Independent Director if Chairman/CEO roles are combined |
| • | Lead Independent Director has clearly defined role and significant governance duties, including chairing regular executive sessions of independent directors |
Board Refreshment and Diversity
| • | Practice of continuous Board refreshment to ensure a mix of skills, experience, tenure and diversity |
| • | Balance of newer and more tenured directors |
| • | Retirement policy for directors |
| • | Three directors are women, including one woman of color |
| • | Our Compensation and Finance Committees are chaired by a woman |
Evaluation and Effectiveness
| • | Annual Board and Committee self-assessments |
| • | Individual director assessments occur two out of every three years providing constructive and candid feedback |
| • | Annual assessment of Lead Independent Director |
Director Engagement
| • | Directors attended at least 75% or more of Board and committee meetings |
| • | Board policy limits director membership to a total of three public company boards, including the Company |
| • | Director stock ownership guidelines require equity ownership of at least five times the annual director retainer |
ESG Oversight
| • | The Board recognizes the importance of proper oversight of the Company’s ESG affairs and has continued to assess its corporate governance framework in the context of the evolving ESG landscape. Details regarding oversight of the Company’s ESG affairs are illustrated in the graphic below. |
OVERSIGHT OF ENVIRONMENTAL, SOCIAL AND GOVERNANCE MATTERS
| MSA 2024 PROXY STATEMENT | iii |
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PROXY SUMMARY
CORPORATE SOCIAL RESPONSIBILITY PROGRAM
Corporate Social Responsibility (CSR) is not new to MSA. As a company dedicated to helping protect the world’s workers, it has been at the center of our mission since 1914. The Company’s CSR programs are incorporated into enterprise-wide programs, driven by the work of each functional team. The Company views CSR efforts on a continuous improvement basis, and each year MSA takes steps to further develop and enhance our programs. More information about the Company’s CSR program can be found by visiting www.MSAsafety.com/corporate-responsibility.
2023 CSR Highlights
CSR Strategic Focus
| ○ | Products and Solutions: We are a global leader in inventing, innovating and creating comprehensive safety solutions powered by leading technologies. Our solutions use technology to connect and detect for safety and sustainability, protecting workers and facility infrastructure around the world. |
| ○ | People: To develop industry leading products, we need the best people. We aim to create a robust, diverse talent pipeline to ensure we have the right people with the right skills to solve today’s safety challenges and anticipate those of tomorrow. We strive to create a work environment that encompasses safety – physically and psychologically – that, partnered with training and development opportunities, lays the groundwork for our associates to excel and grow while choosing to remain with the Company. |
| ○ | Planet: Through our long-term carbon reduction goal and continuous improvement efforts, the Company is committed to being a good steward of our planet and natural resources. To protect our environment, we focus our efforts on the dual goals of reducing waste and improving efficiency in areas such as energy and water. |
| ○ | Governance and Integrity: We take ongoing steps to continually enhance CSR program governance as well as programs for ethics and legal compliance (including anti-bribery compliance), cybersecurity, data privacy, ERM and crisis management, among others. |
Disclosure
| • | Published annual Impact Report for the fourth time. |
| • | Impact Report incorporated disclosures in accordance with standards of the Sustainability Accounting Standards Board (“SASB”) and the Task Force on Climate-related Financial Disclosures (“TCFD”). |
| • | The Company again participated in the Carbon Disclosure Project. |
Select CSR Data
| • | Associate health and safety is embedded in our culture with safety programs and metrics maintained throughout the Company |
| • | Announced a long-term carbon reduction goal to reduce Scope 1 and 2 emissions by 42% by 2030 |
| • | Integrated CSR principles in to our new product development process |
| • | Approximately 53% of our U.S. workforce self-identified as diverse by race or gender |
| • | The Company made contributions of approximately $1.3 million to charitable giving in 2023 |
| • | Fulsome CSR data will be included in our 2023 annual impact report, expected to be published later in 2024 |
Recognitions
The Company earned a variety of awards reflecting our commitment to CSR:
| • | Wall Street Journal Best Managed Companies (2023) |
| • | Newsweek’s Most Responsible Companies (2023) |
| • | Newsweek America’s Greenest Companies (2024) |
| • | USA Today Americas Climate Leaders (2023) |
| • | Forbes’s America’s Best-In-State Employers (2023) |
| • | Pittsburgh Post-Gazette’s Top Workplace in the large company category (2023) |
| iv | MSA 2024 PROXY STATEMENT |
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