DEF 14A: MSA Safety Seeks Shareholder Approval for Director Elections, Equity Incentive Plan, and Executive Compensation

MSA Safety Incorporated is holding its Annual Meeting of Shareholders on May 10, 2024, to vote on director elections, a non-employee director equity incentive plan, selection of an independent accounting firm, and executive compensation.

Summary

• MSA Safety Incorporated will hold its Annual Meeting of Shareholders on May 10, 2024, via a live audio webcast.
• Shareholders will vote on the election of three directors (Steven C. Blanco, Sandra Phillips Rogers, and Luca Savi) for terms expiring in 2027.
• A vote will be held to approve the 2024 Non-Employee Directors Equity Incentive Plan.
• Shareholders will vote to select Ernst & Young LLP as the independent registered public accounting firm for the year ending December 31, 2024.
• An advisory vote will be held to approve the executive compensation of the company's named executive officers.
• The record date for determining shareholders eligible to vote is February 13, 2024.
• The company mailed a Notice of Internet Availability of Proxy Materials on March 28, 2024, advising shareholders how to view proxy materials online.
• MSA will not hold an in-person Annual Meeting of Shareholders in 2024.
• Shareholders can vote by internet, telephone, or mail.
• The Board of Directors recommends voting in favor of all proposals.

Sentiment

Score: 7

Explanation: The document is a standard proxy statement, presenting information in a neutral and factual tone. The positive sentiment is driven by the company's strong performance and shareholder support for executive compensation.

Positives

• High shareholder approval (97.5%) of the executive compensation program in the previous year.
• Board focus on corporate governance and ESG matters.
• Practice of continuous Board refreshment to ensure a mix of skills, experience, tenure and diversity.
• 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.
• The Company earned a variety of awards reflecting our commitment to CSR: Wall Street Journal Best Managed Companies (2023), Newsweeks Most Responsible Companies (2023), Newsweek Americas Greenest Companies (2024), USA Today Americas Climate Leaders (2023), Forbess Americas Best-In-State Employers (2023), Pittsburgh Post-Gazettes Top Workplace in the large company category (2023).

Future Outlook

The Board intends to review its leadership structure later in 2024 in connection with Mr. Vartanian's planned retirement as Chief Executive Officer.

Management Comments

• The Board believes that Mr. Vartanian is best positioned to serve as Chairman given his familiarity with the Company's business, the safety products industry and the oversight and execution of the Company's corporate strategy.

Industry Context

MSA Safety operates in the global safety products, technology, and solutions industry, serving diverse end markets including fire service, energy, utility, construction, and industrial manufacturing.

Comparison to Industry Standards

• The peer group used for compensation benchmarking includes companies like Albany International Corp., Barnes Group Inc., Brady Corporation, Chart Industries, Inc., EnPro Industries, Inc., ESCO Technologies Inc., Federal Signal Corporation, Franklin Electric Co., Inc., Gentex Corporation, Graco Inc., IDEX Corporation, ITT, Inc., Littelfuse, Inc., Masimo Corporation, Matthews International Corporation, Nordson Corporation, Simpson Manufacturing Company Inc., Standex International Corporation, TriMas Corporation, and Zurn Elkay Water Solutions Corporation.
• These companies were selected based on annual revenues ranging from approximately half to double MSA's annual revenues, similar manufacturing processes, and global operations.

Management Changes

Related Party Transactions

• Mr. Jordan is the Executive Vice President, General Counsel and Chief Administrative Officer of The PNC Financial Services Group, Inc. (PNC), a company with which MSA presently maintains certain business dealings, including as a borrower under a Fourth Amended and Restated Credit Agreement pursuant to which PNC serves as administrative agent and a lender and an additional Credit Agreement entered into in 2023 pursuant to which PNC serves as administrative agent and a lender.
• Total amounts paid by MSA to PNC in 2023 were approximately 0.0549% of PNCs 2023 revenues.
• The Board of Directors determined that the relationship was not material because, among other things, (a) the amounts paid to PNC were de minimis to the consolidated gross revenues of PNC, (b) the Companys credit agreements with PNC were negotiated at arms-length in the ordinary course of business at market terms, and (c) the Company has maintained a relationship with PNC for many years prior to Mr. Jordans employment at PNC and prior to his election to the Board.

Stakeholder Impact

• Shareholders are asked to vote on matters that directly impact the company's governance, executive compensation, and financial oversight.
• Employees are affected by the executive compensation program and the company's overall financial performance.
• Customers benefit from the company's commitment to safety and innovation.
• The company's corporate social responsibility programs impact the environment and communities in which it operates.

Next Steps

• Shareholders are encouraged to vote on the proposals outlined in the proxy statement.
• The Board of Directors will consider the outcome of the advisory vote on executive compensation when making future compensation decisions.
• The Board intends to review its leadership structure later in 2024 in connection with Mr. Vartanian's planned retirement as Chief Executive Officer.

Key Dates

Keywords

Annual Meeting, Shareholders, Proxy Statement, Board of Directors, Executive Compensation, Director Election, Equity Incentive Plan, Corporate Governance, Independent Auditor, MSA Safety