DEF: Ampco-Pittsburgh Sets 2026 Annual Meeting, Elects Directors

Ampco-Pittsburgh Corporation announced its 2026 Annual Meeting of Shareholders to elect directors, approve executive compensation, and ratify its independent auditor.

Summary

• The Annual Meeting of Shareholders will be held on Friday, May 8, 2026, at 10:00 A.M. Eastern Time in Pittsburgh, Pennsylvania.
• Shareholders will vote on the election of two directors, J. Brett McBrayer and Darrell L. McNair, for terms expiring in 2029.
• A non-binding advisory vote will be held to approve the compensation of named executive officers.
• Shareholders will also vote to ratify the appointment of BDO USA, P.C. as the independent registered public accounting firm for 2026.
• Mr. James J. Abel will retire from the Board after 11 years of service, and the number of director seats will be reduced from eight to seven.
• The Board unanimously recommends voting FOR all director nominees and FOR Proposals 2 and 3.
• The 2025 executive compensation program included salary increases for all named executive officers: J. Brett McBrayer (3.6%), Michael G. McAuley (5.3%), and Samuel C. Lyon (5.4%).
• Annual incentive bonuses for 2025 were partially driven by positive results in the Air and Liquid Processing (ALP) segment and individual performance modifiers, despite corporate free cash flow being below the threshold level.
• The long-term incentive program for 2023-2025 achieved maximum level for relative total shareholder return (rTSR), but the Return on Invested Capital (ROIC) portion performed below threshold and was forfeited.
• Equity awards granted in 2025 to non-employee directors and executive officers were calculated using a per share price of $5.50, significantly higher than the closing price of $2.26 on the grant date, resulting in approximately 59% fewer shares for directors and 41% fewer for executives than if market price was used.

Sentiment

Score: 4

Explanation: StockSavvy.ai views this filing with a mixed-to-negative sentiment. While corporate governance appears robust and executive compensation is tied to performance, significant net losses in 2025 and 2023, coupled with below-threshold free cash flow and ROIC performance, overshadow the positive rTSR and individual executive performance. The method of granting equity awards at a significant discount to market price also raises questions about executive alignment and retention effectiveness.

Positives

• The Board maintains strong corporate governance practices, including a majority of independent directors (7 out of 8, soon to be 6 out of 7), separate non-executive Board Chair and CEO roles, and independent Audit, Compensation, and Nominating and Governance Committees.
• The executive compensation program is designed to align CEO pay with corporate performance, utilizing long-term incentives, capped awards, and robust stock ownership guidelines.
• The relative Total Shareholder Return (rTSR) portion of the 2023-2025 long-term incentive program was achieved at the maximum level (200%), indicating strong performance against peers in this metric.
• Individual executive performance modifiers (+30 percentage points) were applied to annual incentive payouts for strategic restructuring, liquidity management, safety initiatives, and navigating macroeconomic challenges.
• The Forged and Cast Engineered Products (FCEP) business segment's operating income for 2025 exceeded its threshold level, contributing positively to annual incentive awards.

Negatives

• Corporate free cash flow for 2025 was below the threshold level, resulting in no payout for that portion of the annual incentive award for named executive officers.
• The Return on Invested Capital (ROIC) portion of the 2023-2025 long-term incentive program performed below threshold and was forfeited.
• Net income for 2025 was a significant loss of $(62,567,000), following a loss of $(39,928,000) in 2023, despite a small positive net income in 2024.
• Equity awards for non-employee directors and executive officers were granted based on a per share price of $5.50, rather than the $2.26 closing price on the grant date, resulting in approximately 59% fewer shares for directors and 41% fewer for executives, which could negatively impact retention incentives.
• The Louis Berkman Investment Company, related to director Dr. Laurence E. Paul, had a late Form 4 filing on November 26, 2025, indicating a Section 16(a) reporting delinquency.

Risks

• Inability to maintain adequate liquidity to meet operating cash flow requirements, repay maturing debt, and meet other financial obligations.
• Economic downturns, cyclical demand for products, and insufficient demand.
• Excess global capacity in the steel industry.
• Inability to successfully restructure operations, exit U.K. operations, and/or invest in operations yielding long-term value.
• Changes in the global economic environment, including inflation, tariffs, elevated interest rates, recessions, prolonged periods of slow economic growth, and global instability/geopolitical conflict.
• Liability of subsidiaries for claims alleging personal injury from exposure to asbestos-containing components historically used in certain products of its subsidiaries.
• Inability to obtain necessary capital or financing on satisfactory terms for capital expenditures to support growth strategy.
• Inoperability of certain equipment on which the company relies.
• Increases in commodity prices or insufficient hedging against them, reductions in electricity and natural gas supply, or shortages of key production materials.
• Inability to satisfy NYSE continued listing requirements.
• Potential attacks on information technology infrastructure and other cyber-based business disruptions.
• Fluctuations in the value of the U.S. dollar relative to other currencies.
• Changes in the existing regulatory environment.
• Consequences of pandemics and geopolitical conflicts.
• Work stoppage or another industrial action on the part of any unions.
• Failure to maintain an effective system of internal control.

Future Outlook

The filing contains standard forward-looking statements under the Private Securities Litigation Reform Act of 1995, indicating expectations, hopes, beliefs, intentions, or strategies regarding the future. However, it does not provide specific financial guidance or a detailed outlook beyond the general risks and uncertainties that may cause actual results to differ materially from management's expectations.

Management Comments

• The Board unanimously recommends that shareholders vote FOR both of the nominees for director named in the accompanying Proxy Statement and FOR each of Proposals 2 and 3 on the enclosed proxy card.
• The Board and management of the Corporation express their sincerest gratitude to Mr. Abel for his service on the Board.
• The Board believes that the current leadership structure (separate non-executive Board Chair and Chief Executive Officer roles) is appropriate for the Corporation at this time because it allows for independent oversight of management, increases management accountability, and encourages an objective evaluation of management's performance relative to compensation.
• The Board and the Compensation Committee believe that the Corporation's policies and procedures on executive compensation are strongly aligned with the long-term interests of our shareholders and are effective in achieving the strategic goals of the Corporation.

Industry Context

StockSavvy.ai notes that this proxy statement primarily focuses on corporate governance, executive compensation, and routine annual meeting matters. While the company operates within the industrial and steel sectors, the filing does not offer specific insights into broader industry trends or competitive positioning beyond the use of a peer group for executive compensation benchmarking. The mention of 'excess global capacity in the steel industry' as a risk factor indicates awareness of industry challenges, but no detailed analysis is provided within this document.

Comparison to Industry Standards

• The Compensation Committee uses a peer group of companies comparable in terms of revenue, market cap, assets, and number of employees to ensure competitive executive compensation opportunities. This peer group includes Ascent Industries Co., Core Molding Technologies, Inc., DMC Global Inc., Douglas Dynamics, Inc., FreightCar America, Inc., Gorman-Rupp Company, Hurco Companies, Inc., Insteel Industries, Inc., L.B. Foster Company, NN, Inc., Northwest Pipe Company, Thermon Group Holdings, Inc., Tredegar Corporation, and Twin Disc, Incorporated.
• The Compensation Committee generally targets executive total target direct compensation opportunities at the 50th percentile of this peer group.
• The Corporation's relative positioning of metrics within the peer group shows revenue reasonably positioned, market cap below the median, and assets and employee count above the median.
• The rTSR for the 2023-2025 PSUs achieved maximum performance (200%), suggesting strong relative shareholder return compared to its peer group over that period.

Management Changes

Corporate Governance

Legal Proceedings

• The company faces potential liability from claims alleging personal injury from exposure to asbestos-containing components historically used in certain products of its subsidiaries.

Related Party Transactions

• There were no related party transactions in excess of $120,000 since January 1, 2023.

Stakeholder Impact

• Shareholders: Directly impacted by the election of directors, the advisory vote on executive compensation, and the ratification of the auditor. The company's financial performance (net losses, free cash flow below target) and the method of equity award calculation could influence shareholder value and sentiment.
• Employees: Executive compensation decisions and the overall financial health of the company can affect employee morale, retention, and future compensation opportunities. The mention of strategic restructuring and leadership development indicates internal organizational focus.
• Customers: The company's ability to maintain liquidity, manage supply chains, and navigate economic downturns (as noted in risks) directly impacts its ability to serve customers effectively.
• Creditors: Risks related to liquidity, debt repayment, and overall financial health are critical for creditors, as are the company's financing actions and credit agreements.
• Regulatory Authorities: Compliance with SEC rules (e.g., Section 16(a) reporting, clawback policy) and NYSE listing standards is crucial for maintaining regulatory standing.

Next Steps

• Shareholders will vote on director elections, executive compensation, and auditor ratification at the Annual Meeting on May 8, 2026.
• The Board will review the results of the Say-on-Pay vote and take them into consideration for future executive compensation decisions.
• The Corporation plans to announce preliminary voting results at the Annual Meeting and publish final results in a Current Report on Form 8-K within four business days after the meeting.
• The Nominating and Governance Committee will continue to identify and recommend director candidates, considering shareholder recommendations.
• The Compensation Committee will periodically review director compensation and executive compensation decisions, utilizing an independent consultant and peer group analysis.

Key Dates

Recommendation

While Ampco-Pittsburgh demonstrates strong corporate governance and achieved maximum performance in relative Total Shareholder Return (rTSR) for its 2023-2025 long-term incentives, significant net losses in 2025 and 2023, coupled with below-threshold free cash flow and ROIC performance, present considerable financial headwinds. The method of granting equity awards at a substantial discount to market price, while potentially limiting dilution, may also signal concerns about current valuation or impact executive retention. Given the mixed financial performance and ongoing risks, a 'hold' recommendation is appropriate as investors await clearer signs of sustained operational improvement and a return to profitability.

Keywords

Proxy Statement, Annual Meeting, Director Election, Executive Compensation, Auditor Ratification, Corporate Governance, SEC Filing, Shareholder Vote, Compensation Committee, Risk Management, Equity Awards, Financial Performance, Ampco-Pittsburgh