DEF 14A: Ampco-Pittsburgh Corporation Sets Date for Virtual Annual Meeting, Proposes Officer Liability Amendment

Ampco-Pittsburgh Corporation will hold its annual shareholder meeting virtually on June 4, 2024, to vote on director elections, a by-law amendment, executive compensation, and auditor ratification.

Summary

• Ampco-Pittsburgh Corporation will hold its Annual Meeting of Shareholders virtually on June 4, 2024, at 10:00 A.M. Eastern Time.
• Shareholders of record as of March 28, 2024, are entitled to vote.
• The meeting agenda includes the election of three directors for terms expiring in 2027, approval of a by-law amendment to limit officer liability, a non-binding vote on executive compensation, and ratification of BDO USA, P.C. as the independent auditor for 2024.
• The Board unanimously recommends voting FOR the election of the director nominees and FOR Proposals 2, 3, and 4.
• The proxy statement and annual report are available online, and shareholders are encouraged to vote via internet, phone, or mail.
• The Board has reduced the number of director seats to ten, and re-balanced the director classes to make them as nearly equal as possible to be effective following the Annual Meeting.
• The Board adopted a clawback policy (the Clawback Policy), effective as of October 2, 2023, administered by the Compensation Committee, which applies to current and former executive officers of the Corporation as defined in Rule 10D-1 and participants in the Corporations shortand long-term incentive compensation plans (each an Affected Person), promulgated under the Exchange Act.

Sentiment

Score: 7

Explanation: The document is primarily informational and procedural, with a positive outlook on corporate governance and executive compensation. The Board's recommendations and expressions of gratitude contribute to a moderately positive sentiment.

Positives

• The Board is committed to good corporate governance, with a majority of independent directors.
• The company has implemented policies prohibiting hedging and pledging of securities, and providing for clawback of incentive awards.
• The executive compensation program is designed to align executive pay with corporate performance and shareholder value.
• The Board conducts annual self-evaluations and reviews succession plans for executives.
• The company has an active investor relations program.
• The Board adopted a clawback policy (the Clawback Policy), effective as of October 2, 2023, administered by the Compensation Committee, which applies to current and former executive officers of the Corporation as defined in Rule 10D-1 and participants in the Corporations shortand long-term incentive compensation plans (each an Affected Person), promulgated under the Exchange Act.

Negatives

• Mr. Pforzheimers term will end at the Annual Meeting at which point he will not be re-nominated for an additional term, and he will retire from the Board after 42 years of service to Ampco-Pittsburgh.
• Based on our business performance results, the named executive officers earned bonuses under the short-term incentive program, which illustrates our pay-for-performance philosophy and also motivates our officers to continue to focus their efforts on improvements in the overall financial results of the Corporation.
• For PSUs awarded in 2021, the rTSR and ROIC performance of the Corporation for the 2021-2023 performance period was below threshold value and as such, no stock will be issued at vesting date (May 13, 2024) with respect to the 2021 awards.

Risks

• The proxy statement mentions risks related to financial performance, legal/compliance, operational/strategic, reputational, emerging, cybersecurity, and fraud.
• The company is subject to potential adjustments for mergers and acquisitions, restructurings, foreign exchange fluctuations and accounting changes, among other items, which the Committee deems appropriate.
• The company is subject to the risk of potential adjustments for mergers and acquisitions, restructurings, foreign exchange fluctuations and accounting changes, among other items, which the Committee deems appropriate.

Future Outlook

The Board will review the results of the Say-on-Pay vote and take them into consideration when making future decisions regarding executive compensation.

Management Comments

• The Board unanimously recommends a vote FOR each of the three nominees for director and a vote FOR each of Proposal 2, 3, and 4.
• Thank you for your continued support, interest and investment in Ampco-Pittsburgh Corporation.

Industry Context

The document does not explicitly discuss broader industry trends, but the focus on corporate governance and executive compensation aligns with general trends in public companies.

Comparison to Industry Standards

• The document mentions comparing executive compensation to a peer group of companies with similar revenue, market cap, assets, and number of employees.
• The peer group includes companies such as Ascent Industries Co., Chase Corporation, and Gorman-Rupp Company.
• The company targets executive total target direct compensation opportunities at the 50th percentile of the peer group.

Corporate Governance

Related Party Transactions

• During 2023, the Aerofin Division of the Corporations subsidiary, Air & Liquid Systems Corporation, conducted approximately $4.1 million in sales to a wholly-owned subsidiary of Crawford United Corporation, which, along with other affiliated persons (collectively, the Crawford Group), was the beneficial owner of greater than five percent (5%) of the Corporations stock during 2023.

Stakeholder Impact

• Shareholders are asked to vote on matters that directly affect the company's governance and executive compensation.
• Employees may be affected by changes in executive compensation and the bylaw amendment regarding officer liability.
• The company's performance and governance practices can impact its relationships with customers, suppliers, and creditors.

Next Steps

• Shareholders are encouraged to vote on the proposals before the Annual Meeting.
• The Board will review the results of the Say-on-Pay vote and consider them in future compensation decisions.
• The company will announce preliminary voting results at the Annual Meeting and publish final results in a Form 8-K.

Key Dates

Keywords

Annual Meeting, Proxy Statement, Board of Directors, Executive Compensation, Corporate Governance, Director Election, Auditor Ratification, Bylaw Amendment