Douglas Dynamics (PLOW) sets Apr 29 meeting; CEO Van Genderen named, pay details revealed
Rhea-AI Filing Summary
Douglas Dynamics, Inc. is soliciting proxies for its 2026 Annual Meeting of Stockholders to be held on
The proxy lists four proposals: election of directors (three nominees), an advisory vote on executive compensation, ratification of Deloitte & Touche LLP as auditor, and approval of an amendment to the charter to add officer exculpation. It discloses recent leadership changes: Mark Van Genderen became President and CEO effective
Positive
- None.
Negative
- None.
Insights
Board structure and oversight are clearly documented with recent leadership transitions.
The proxy details a separated Chairman and CEO structure: Mark Van Genderen was appointed CEO on
Committees and oversight responsibilities are explicit: the Audit Committee oversees financial, IT and cybersecurity risk and the Compensation Committee handles pay design and consultant engagement. Governance disclosures identify stockholder engagement channels and related‑party review thresholds.
Pay disclosure is detailed: mix of cash, annual incentive and multi‑year equity with metric‑based payouts.
The Compensation Discussion outlines 2025 pay: CEO base salary set at
Severance and change‑of‑control terms are described, including enhanced severance multipliers for post‑change events. The Compensation Committee used an explicit 17‑company peer group and engaged an independent consultant (FW Cook).
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
☒ Preliminary Proxy Statement
☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐ Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material under §240.14a-12
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
☒ No fee required.
☐ Fee paid previously with preliminary materials.
☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.
PRELIMINARY NOTICE - SUBJECT TO COMPLETION
Douglas Dynamics, Inc.
11270 West Park Place
Milwaukee, WI 53224
NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS
To the Stockholders of Douglas Dynamics, Inc.:
On behalf of our Board of Directors, you are cordially invited to attend our 2026 annual meeting of stockholders, which will be held on Wednesday, April 29, 2026, at 11:00 a.m. (Central Time) at the Douglas Dynamics principal executive offices located at 11270 West Park Place, Milwaukee, WI 53224, for the following purposes:
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Election of two persons to our Board of Directors to hold office until the 2029 meeting of stockholders and election of one person to our Board of Directors to hold office until the 2028 meeting of stockholders; |
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Advisory vote to approve the compensation of our named executive officers as disclosed in the accompanying proxy statement; |
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Ratification of the appointment of Deloitte & Touche LLP to serve as our independent registered public accounting firm for the year ending December 31, 2026; |
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Approval of the Amendment to our Fourth Amended and Restated Certificate of Incorporation to provide for exculpation from personal liability for certain officers as permitted by Delaware law; and |
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Transaction of such other business as may properly come before the meeting or any adjournment or postponement thereof. |
Our Board of Directors has fixed the close of business on March 2, 2026 as the record date for the determination of the stockholders entitled to notice of, and to vote at, our annual meeting. A proxy statement and proxy card are enclosed. Whether or not you expect to attend our annual meeting, it is important that you promptly complete, sign, date and mail the proxy card in the enclosed envelope so that you may vote your shares. If you hold your shares in a brokerage account, you should be aware that, if you do not instruct your broker how to vote your shares at least 10 days prior to the annual meeting, your broker will not be permitted to vote your shares for the election of directors or on the advisory vote on the compensation of our named executive officers.
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on April 29, 2026. The Douglas Dynamics, Inc. proxy statement for the 2026 Annual Meeting of Stockholders and the 2025 Annual Report to Stockholders are available at http://ir.douglasdynamics.com/financial-information.
We will provide audio access to the annual meeting again this year. Instructions for accessing the live audio presentation of the annual meeting are provided in this proxy statement. Please note that stockholders will not be able to vote or revoke a proxy through the live audio, nor participate actively. As always, we encourage you to vote your shares prior to the annual meeting.
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By order of the Board of Directors, Sarah C. Lauber Executive Vice President, Chief Financial Officer and Secretary |
Milwaukee, Wisconsin
March [20], 2026
TABLE OF CONTENTS
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Notice of 2026 Annual Meeting of Stockholders |
1 |
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Proxy Statement |
3 |
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Attendance and Voting Matters |
3 |
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Election of Directors (Proposal 1) |
5 |
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Corporate Governance |
8 |
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Stock Ownership of Certain Beneficial Owners and Management |
15 |
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Executive Compensation |
17 |
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Director Compensation |
50 |
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Compensation Committee Report |
51 |
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Advisory Vote on the Compensation of Our Named Executive Officers (Proposal 2) |
52 |
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Audit Committee Report |
53 |
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Ratification of Appointment of Independent Registered Public Accounting Firm (Proposal 3) |
54 |
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Approval of the Amendment to our Fourth Amended and Restated Certificate of Incorporation to provide for exculpation from personal liability for certain officers as permitted by Delaware law (Proposal 4) |
55 |
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Stockholder Proposals |
57 |
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Cost of Proxy Solicitation |
57 |
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Delinquent Section 16(a) Reports |
57 |
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Other Matters |
57 |
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Annual Report |
58 |
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APPENDIX A |
59 |
PROXY STATEMENT
FOR 2026 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON WEDNESDAY, APRIL 29, 2026
ATTENDANCE AND VOTING MATTERS
Douglas Dynamics, Inc. (“we”, “our”, “us” or “Company”), a Delaware corporation, is mailing this proxy statement and the accompanying form of proxy to stockholders in connection with a solicitation of proxies by our Board of Directors (our “Board”) for use at our 2026 annual meeting of stockholders to be held on Wednesday, April 29, 2026 at 11:00 a.m. (Central Time) at the Douglas Dynamics principal executive offices located at 11270 West Park Place, Milwaukee, WI 53224, and all adjournments or postponements thereof (“Annual Meeting”), for the purposes set forth in the attached Notice of 2026 Annual Meeting of Stockholders. Our common stock is listed on the New York Stock Exchange LLC (“NYSE”) under the symbol PLOW.
Voting at Our Annual Meeting
Execution of a proxy given in response to this solicitation will not affect a stockholder’s right to attend our Annual Meeting and to vote in person. Presence at our Annual Meeting of a stockholder who has signed a proxy does not in itself revoke that proxy. Any stockholder giving a proxy may revoke it at any time before or at the Annual Meeting by giving notice thereof to us in writing, by attending our Annual Meeting and voting in person or by delivering a proxy bearing a later date.
Voting by Proxy
You may arrange to vote your shares by proxy or by mail following the instructions in the form of proxy card. If you choose to vote by mail, please complete your proxy card and return it to us before our Annual Meeting. We will vote your shares as you direct on your properly executed proxy card. The shares represented by executed but unmarked proxies will be voted (i) FOR the election to our Board of the nominees for director named below, (ii) FOR approval of the compensation of our named executive officers as disclosed in this proxy statement, (iii) FOR ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2026, (iv) FOR the approval of the Amendment to our Fourth Amended and Restated Certificate of Incorporation to provide for exculpation from personal liability for certain officers as permitted by Delaware law, and (v) on such other business or matters as may properly come before our Annual Meeting in accordance with the best judgment of the persons named as proxies in the enclosed form of proxy. Other than the items noted above, our Board has no knowledge of any other matters to be presented for action by our stockholders at the Annual Meeting.
As discussed below, you will not be able to vote your shares or revoke a proxy through the live audio presentation of the Annual Meeting.
Who Can Vote and the Number of Votes You Have
Only holders of record of our common stock at the close of business on March 2, 2026 (the “Record Date”) are entitled to notice of, and to vote at, our Annual Meeting. On the Record Date, 23,084,814 shares of our common stock were outstanding and entitled to vote. Each such share is entitled to one vote on each matter submitted for stockholder approval at our Annual Meeting.
Participants in the Douglas Dynamics, L.L.C. 401(k) Plan (the “401(k) Plan”) who have allocated amounts to the common stock fund in that Plan are entitled to instruct the trustee of the 401(k) Plan how to vote shares allocated to their accounts. To the extent participants do not provide timely directions to the trustee on how to vote the shares allocated to their accounts, the trustee will vote the shares with respect to which proper direction has not been received in the same proportion as those shares for which proper direction has been received.
As discussed below, you will not be able to vote your shares or revoke a proxy through the live audio presentation of the Annual Meeting.
Live Audio Presentation Provided for the Annual Meeting
To listen to the live audio presentation of the Annual Meeting, please dial (833)-634-5024 (or, for international callers, ((412) 902-4205) by phone or visit https://ir.douglasdynamics.com/. Those planning to listen to the live audio presentation should connect at least 10 minutes prior to the planned start of the Annual Meeting. For further questions regarding how to access the Annual Meeting via live audio, please contact Investor Relations at investorrelations@douglasdynamics.com.
We will provide live audio access to the Annual Meeting again this year. You will NOT be able to vote your shares or revoke a proxy through the live audio access, nor ask questions or otherwise participate actively in the Annual Meeting. Therefore, to ensure that every vote is counted at the Annual Meeting, we strongly encourage you to vote by following the instructions on the proxy card mailed to you, or through your broker, bank or other nominee’s voting instruction form.
Required Vote
Proposal 1: Directors are elected by a plurality of the votes cast at our Annual Meeting. To be elected by a “plurality” of the votes cast means that the individuals who receive the largest number of votes are elected as directors. Therefore, any shares not voted, whether by an indication on the proxy card that you wish to “withhold authority,” by a broker non-vote (which may occur because brokers or other nominees who hold shares for you do not have the discretionary authority to vote your uninstructed shares in the election of directors) or otherwise, have no effect in the election of directors except to the extent that the failure to vote for an individual results in another individual receiving a larger number of votes.
Proposal 2: The affirmative vote of the holders of a majority of shares of our common stock represented and entitled to vote at our Annual Meeting is required to approve the advisory vote on compensation of our named executive officers. Abstentions will have the effect of votes against this proposal, but broker non-votes will have no effect on approval of this proposal. Because your vote is advisory, it will not be binding on the Board or the Company. However, the Compensation Committee will review the voting results and take them into consideration when making future decisions regarding executive compensation.
Proposal 3: The affirmative vote of the holders of a majority of shares of our common stock represented and entitled to vote at our Annual Meeting is required for ratification of the appointment of Deloitte & Touche LLP to serve as our independent registered public accounting firm for 2026. Brokers may vote uninstructed shares for this proposal as it is considered to be a “routine” proposal. Abstentions will have the effect of votes against this proposal.
Proposal 4: The affirmative vote of the holders of at least 66 2/3% in voting power of the issued and outstanding stock entitled to vote generally in the election of directors, voting together as a single class, is required for the stockholders to approve the Amendment to our Fourth Amended and Restated Certificate of Incorporation to provide for exculpation from personal liability for certain officers as permitted by Delaware law. Abstentions and broker non-votes will have the effect of votes against this proposal.
A quorum of stockholders is necessary to take action at our Annual Meeting. A majority of the outstanding shares of our common stock entitled to vote, represented in person or by proxy, will constitute a quorum of stockholders at our Annual Meeting. Votes cast by proxy or in person at our Annual Meeting will be tabulated by the inspector of election appointed for our Annual Meeting. Our Vice President of Finance, Controller & Treasurer will serve as the inspector of election for our Annual Meeting. For purposes of determining whether a quorum is present, abstentions and broker non-votes (which may occur because brokers or other nominees who hold shares for you do not have the discretionary authority to vote your uninstructed shares in the election of directors, with respect to the advisory vote on the compensation of our named executive officers, or with respect to approval of the proposed amendment to the Certificate of Incorporation to provide exculpation from personal liability for certain officers as permitted by Delaware law) will count toward the quorum requirement.
ELECTION OF DIRECTORS
(Proposal 1)
Our Board currently consists of seven members. Our Board is divided into three classes for purposes of election. The director or directors in one class are generally elected at each annual meeting of stockholders to serve for a three-year term and until their successors are duly elected and qualified. Each of Jennifer I. Ansberry and Bradley M. Nelson are nominated to hold office until the 2029 meeting of stockholders and until his or her successor is duly elected and qualified, and James L. Janik is nominated to hold office until the 2028 meeting of stockholders and until his successor is duly elected and qualified. Other than the three directors who are nominated for election at our Annual Meeting, our other current directors are not up for election this year and will continue in office for the remainder of their terms. As of the date of this proxy statement, each of the nominees for election has indicated that he or she is able and willing to serve as a director. However, if some unexpected occurrence should require our Board to substitute some other person or persons for one or more of the nominees, it is intended that the shares represented by proxies received and voted for such other candidate or candidates, or not voted, will be voted for another nominee or nominees selected by our Board.
Nominees for Election at the Annual Meeting
The following sets forth certain information, as of the Record Date, about the nominees for election at our Annual Meeting. Each of the nominees is currently a director of our Company.
Director Nominees for Terms Expiring in 2029
Jennifer I. Ansberry, 52, is the Executive Vice President, General Counsel and Secretary of Lincoln Electric (NASDAQ: LECO) where she oversees the global legal, government affairs, compliance and environmental, health and safety and sustainability functions. Ms. Ansberry joined Lincoln Electric in 2004 and was elected Executive Vice President, General Counsel and Secretary in 2017. She previously served as Vice President, Deputy General Counsel where she oversaw the company's legal function in global mergers and acquisitions, securities law compliance, and corporate governance and led the company's environmental, health and safety organization. Prior to joining Lincoln Electric, Ms. Ansberry served as an associate at the law firms of Thompson Hine LLP and Keating, Muething & Klekamp LLP. She received her J.D. from the University of Cincinnati - College of Law and received a B.B.A. in accounting from the University of Cincinnati. Ms. Ansberry’s qualifications to serve on our Board include her ongoing senior executive leadership experience at a publicly traded company and her background in legal, compliance and mergers and acquisitions in the manufacturing industry. Ms. Ansberry was originally recommended as a Director nominee by a third-party search firm.
Bradley M. Nelson, 56, has served as Chief Executive Officer and as a member of the board of directors of MasterCraft Boat Holdings, Inc. (NASDAQ: MCFT) since March 2024. Mr. Nelson previously served as Executive Vice President and President, Commercial Segment of Oshkosh Corporation (NYSE: OSK) from 2021 to 2024. Prior to that, and over his 12-year tenure at Oshkosh Corporation, Mr. Nelson held several titles of increasing responsibility, including Senior Vice President, Commercial Business Segment and Vice President, Global Marketing, JLG Industries. Earlier in his career, Mr. Nelson held several leadership positions at Eaton Corporation and served as a technology executive at several companies including Iomega Corporation, US West, Inc, Random Access, Inc. and Alpine Computing MicroAge, Inc. Mr. Nelson earned an MBA from Brigham Young University and a Bachelor of Science in Business Administration from the University of Phoenix. Mr. Nelson’s qualifications to serve on our Board include his ongoing chief executive officer leadership experience at a publicly traded company and his background in the manufacturing industry as a member of the senior management teams at multiple global manufacturers. Mr. Nelson was originally recommended as a Director nominee by a third-party search firm.
Director Nominees for Terms Expiring in 2028
James L. Janik, 69, served as our Chairman from 2014 through April 30, 2025 and has served as a director since 2004. Mr. Janik served as our Executive Chairman from May 2024 until July 2024 and, previously, from January 2019 until his initial retirement as an officer of our Company in April of 2020. In addition, Mr. Janik served as our Interim President and Chief Executive Officer from July 2024 to March 2025 and previously served as our President and Chief Executive Officer from 2004 until January 2019. Mr. Janik also served as President and Chief Executive Officer of Douglas Dynamics Incorporated, the entity that previously operated our business, from 2000 to 2004. Mr. Janik was Director of Sales of our Western Products division from 1992 to 1994, General Manager of our Western Products division from 1994 to 2000 and Vice President of Marketing and Sales from 1998 to 2000. Prior to joining us, Mr. Janik was the Vice President of Marketing and Sales of Sunlite Plastics Inc., a custom extruder of thermoplastic materials, for two years. During the 11 prior years, Mr. Janik held a number of key marketing, sales and production management positions for John Deere Company. Mr. Janik has served on the board of directors of Jason Industries L.L.C. since August 2020. Mr. Janik’s qualifications to serve on our Board include his over 30 years of experience at our Company, including his years of experience as our and Douglas Dynamics Incorporated’s President and Chief Executive Officer, as well as his depth of experience at businesses affected by weather-related seasonality. This experience, comprehensive knowledge of the snow and ice control equipment industry, and inside perspective of the day-to-day operations of the Company provides essential insight and guidance to our Board.
OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE FOREGOING NOMINEES FOR ELECTION AS A DIRECTOR.
Director Remaining in Office Until 2026
Joher Akolawala, 59, has been serving as a director since 2022. Mr. Akolawala served as Executive Vice President and Chief Financial Officer of Pella Corporation, a privately-held manufacturer of windows and doors, from March 2020 until his retirement in December 2024. Prior to joining Pella, Mr. Akolawala was the Senior Vice President, Chief Financial Officer - International of Walgreens Boots Alliance, Inc., a publicly traded pharmaceutical retailer, from November, 2019 to March, 2020. From June 2014 to October 2019, Mr. Akolawala served Mondelez International, Inc., a publicly traded multinational food and beverage company (a successor company to Kraft Foods Group), in roles of increasing responsibility, most recently as Senior Vice President, Global Finance. Prior to that, Mr. Akolawala spent nearly 23 years with Kraft Foods Group, where he held a number of senior leadership positions, including Chief Financial Officer, Kraft Grocery; Vice President, Business Systems; and Chief Financial Officer, Kraft Foodservice. Mr. Akolawala’s qualifications to serve on our Board include his leadership experience at complex global enterprises in multiple industries, his extensive background in finance, information technology, cybersecurity, M&A, and strategy, as well as his vast multi-cultural and international business experience.
Directors Remaining in Office Until 2027
Kenneth W. Krueger, 69, has been serving as a director since 2011. He also has served as Chairman of The Manitowoc Company, Inc., a capital goods manufacturer, since March 2016. Previously, he served as interim Chairman, President and Chief Executive Officer of The Manitowoc Company, Inc. from October 2015 through March 2016 and as a director and Chairman of the Audit Committee for that company from 2004 until October 2015. He also has served as a director of Albany International Corp., a global advanced textiles and materials processing company, since December 2016. Mr. Krueger is the Chairman of the Audit Committee of Albany International Corp. and also serves on their Governance Committee. From May 2006 until August 2009, Mr. Krueger was the Chief Operating Officer of Bucyrus International, Inc., a global mining equipment manufacturer headquartered in South Milwaukee, Wisconsin. Mr. Krueger also served as Bucyrus International, Inc.’s Executive Vice President from December 2005 until May 2006. Prior to joining Bucyrus International, Inc., Mr. Krueger was Senior Vice President and Chief Financial Officer of A. O. Smith Corporation, a global manufacturer of water heaters in Milwaukee, Wisconsin, from August 2000 until June 2005. Mr. Krueger’s qualifications to serve on our Board include his leadership experience at a publicly traded company and his background in the manufacturing industry as a member of the senior management team at a global manufacturer of mining equipment.
Lisa R. Bacus, 61, has been serving as a director since October 2020. Ms. Bacus served as the Executive Vice President and Global Chief Marketing Officer at Cigna Corporation, a global health care services company, from May 2013 until her retirement in July 2019. Prior to joining Cigna, Ms. Bacus was the Executive Vice President and Chief Marketing Officer at American Family Insurance Group, a property and casualty insurance company. Earlier in her career, Ms. Bacus spent 22 years with Ford Motor Company, where she held a number of executive leadership positions, including Executive Director of Global Market Research and Insights, Executive Director of Global Marketing Strategy, and head of marketing for Ford in Mexico. Ms. Bacus currently serves on the boards of directors of publicly-traded Teradata Corporation and Selective Insurance Group, Inc., as well as the board of privately-held Culver Franchising System, Inc. Ms. Bacus’ qualifications to serve on our Board include her leadership experience at complex global enterprises in multiple industries, her background in marketing, strategic planning and data analytics, as well as her vast multi-cultural and international business experience.
Directors Remaining in Office Until 2028
Donald W. Sturdivant, 65, has been serving as a director since 2010 and as our Chairman since May 1, 2025. Since December 2021, Mr. Sturdivant has served as an operating partner with TruArc LLC, a middle market private equity firm. From September 2016 until December 2021, Mr. Sturdivant served as an operating partner with Snow Phipps Group, LLC, predecessor to TruArc LLC. He served as chairman of the board of directors at Teasdale Latin Foods from June 2019 until February 2026 and previously served as the chairman of the board of directors at Brook & Whittle Corporation from September 2017 to November 2021. He previously served as Chief Executive Officer of FleetPride, Inc., from March of 2015 through June of 2016 and served as a director at FleetPride from 2014 to 2016. Mr. Sturdivant was the Chief Executive Officer of Marietta Corporation from 2009 to 2015. He also served on the board of directors at Serta Simmons Bedding Company from 2010 to 2012. Earlier in his career, Mr. Sturdivant held various executive leadership roles including Chief Operating Officer at Altivity Packaging and Division President roles at Graphic Packaging International and Fort James Corporation. Mr. Sturdivant holds an MBA from the Florida Institute of Technology, and a B.S. from the University of Maine and served as a Chemical Corps Officer in the United States Army. Mr. Sturdivant’s qualifications to serve on our Board and as our Chairman include his leadership experience at several publicly held corporations, his board service with other organizations and his background in the manufacturing industry as a member of senior management at a number of manufacturing companies.
Mark Van Genderen, 57, has been serving as our President and Chief Executive Officer and as a director since March 2025. Previously, Mr. Van Genderen served as the Company’s Chief Operating Officer, from September 2024 to March 2025, President, Work Truck Attachments, from January 2023 to February 2025, President, Commercial Snow & Ice, from September 2021 to January 2023, and Vice President of Business Development, from November 2020 until September 2021. Prior to his time at Douglas Dynamics, Mr. Van Genderen spent 21 years in various leadership roles at the Harley-Davidson Motor Company, manufacturer of premium motorcycles. While at Harley-Davidson, he held a diverse range of responsibilities including leadership roles in manufacturing, product development, sales and marketing, finance, and dealer development. Most recently, he led Harley-Davidson’s expansion in Latin America, the company’s parts and accessories product development function, and the riding gear and lifestyle apparel division including the company’s eCommerce business. Mr. Van Genderen’s experience in various leadership positions both inside and outside the Company, as well as his deep understanding of the Company’s business, operations and strategy, qualify him to serve on our Board.
CORPORATE GOVERNANCE
Board Leadership Structure
Our Board does not have a policy on whether the roles of Chief Executive Officer and Chairman should be separate. Our bylaws and Corporate Governance Guidelines provide us with the flexibility to combine or separate these roles, and our Board reserves the right to vest the responsibilities of the Chief Executive Officer and Chairman in different individuals or in the same individual depending on our Board’s judgment as to the best interests of our Company.
Previously, Mr. Janik had served in the combined role of Chairman and Interim President and Chief Executive Officer from the retirement of our prior president and chief executive officer in July 2024 to the appointment of our new president and chief executive officer in March 2025. In connection with Mr. Janik’s appointment as our Interim President and Chief Executive Officer, the Board had determined that Mr. Janik should continue to serve as the Chairman of our Board so that the Company and the Board could continue to benefit from his leadership during this period of transition in our Company’s senior leadership. Effective March 3, 2025, Mr. Van Genderen was appointed as our new President and Chief Executive Officer and as a member of our Board. As a part of this transition, our Board determined that it was in the best interests of our Company for the roles of Chairman and Chief Executive Officer to be separated. Effective April 30, 2025, our former lead director since 2023, Mr. Sturdivant, was appointed by our Board to become Chairman, succeeding Mr. Janik in this role. Our Board determined that Mr. Sturdivant is the person best qualified to serve as our Chairman in light of his long history on our Board (director since 2010), his experience as our Lead Independent Director, his past leadership as chair of our Compensation Committee, his extensive leadership and board experience with other organizations, and his decades of strategic acumen and managerial experience. The Board determined that Mr. Sturdivant’s demonstration of capable leadership and his understanding of the Company’s history and strategic goals made him ideally suited to lead the Board at this time. The Board is grateful for Mr. Janik’s commitment to the Company and the Board in many roles over his decades with the organization and believes the shareholders will continue to benefit from his historic knowledge and understanding of the Company’s business in his continuing role as a director. Our Board believes that this leadership structure is appropriate at this time to facilitate our Board’s efficient and effective functioning.
In the circumstance where the responsibilities of the Chief Executive Officer and Chairman are vested in the same individual, or where the Chairman is not considered independent, the Board will designate a Lead Independent Director from among the independent directors to preside over the executive sessions of the non-employee directors. As noted above, Mr. Sturdivant served as our Lead Independent Director from 2023 until his time of appointment as independent Chairman, effective April 2025. Because Mr. Sturdivant is an independent Chairman, there is no Lead Independent Director at this time.
If one were to exist, then our Lead Independent Director’s responsibilities, as set forth in our Corporate Governance Guidelines, would include:
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presiding at all meetings of the Board in the event of the absence of the Chairman of the Board; |
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presiding at all executive sessions of the independent directors; |
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serving as a liaison between the Chairman of the Board and the independent directors; |
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facilitating information flow and communication among the directors, including approving (i) agendas for meetings of the Board, (ii) scope of information being provided to the directors and (iii) meeting schedules, to ensure allotted time is sufficient for discussion; and |
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being available for consultation and direct communication with major stockholders if requested by such stockholders. |
A Lead Independent Director would also have the authority to call meetings of the independent directors.
Risk Management and Oversight
Our full Board oversees our risk management process. Our Board oversees a Company-wide approach to risk management, carried out by management. Our full Board determines the appropriate risk for our Company generally, assesses the specific risks we face, including cybersecurity and artificial intelligence risks and risk related to climate change, and reviews the steps taken by management to manage those risks.
While the full Board maintains the ultimate oversight responsibility for the risk management process, its committees oversee risk in certain specified areas. In particular, our Compensation Committee is responsible for overseeing the management of risks relating to the Company’s executive compensation plans and arrangements and the incentives created by the compensation awards it administers. Our Audit Committee oversees management of enterprise risks as well as financial risks, information technology risks, including cybersecurity and artificial intelligence, and is also responsible for overseeing potential conflicts of interests. Cybersecurity is a critical part of risk management for the Company. The Audit Committee appreciates the rapidly evolving nature of threats presented by cybersecurity incidents and is committed to the prevention, timely detection and mitigation of the effects of any such incidents on the Company. With respect to cybersecurity, the Audit Committee receives regular reports from management, including updates on the internal and external cybersecurity threat landscape, incident response, assessment and training activities and relevant legislative, regulatory and technical developments. Our Nominating and Corporate Governance Committee is responsible for overseeing the management of risks associated with the independence of the Board. Pursuant to the Board’s instruction, management regularly reports on applicable risks to the relevant committee or the full Board, as appropriate, with additional review or reporting on risks conducted as needed or as requested by the Board and its committees.
Environmental, Social and Governance Matters
We believe that sound corporate citizenship and attention to environmental, social and governance (“ESG”) principles are essential to our success. We are committed to operating with integrity, contributing to the local communities surrounding our offices and facilities, promoting culture and belonging, developing our employees, focusing on sustainability and being thoughtful environmental stewards. Our Board provides oversight of management’s efforts around these ESG topics and is committed to supporting the Company’s efforts to operate as a sound corporate citizen. We believe that an integrated approach to business strategy, corporate governance and corporate citizenship creates long-term value. Among the ways in which we have demonstrated our commitment to ESG matters are the following:
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Commitment to minimizing adverse impacts to the environment, including utilizing recycling programs and energy efficient lighting throughout our facilities. We utilize Environmental Health & Safety (“EHS”) Management Systems that cover aspects of Environmental, Health and Safety such as: Reporting/Record keeping, Health & Safety, Air Quality, Water Quality, Waste Management, Soil & Ground water, Emergency Plan and Preparedness, Community, Facility Permits, Training, and Certification Statements. |
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Promotion of environmental awareness and education throughout all levels of the Company, including evaluating our materials for conflict minerals and holding our suppliers to the highest ethical and quality standards. We are committed to providing world-class products and services that minimize harm to the environment and public health. We look to preserve the environment and will conduct business where feasible in an environmentally, sustainable way. |
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Creation of a strong corporate culture through our Winning Behaviors that promotes the highest standards of ethics and compliance for our business, including a Code of Business Conduct and Ethics that sets forth principles and provides guidance for all our employees, officers and directors to make the right decisions. Our Code of Conduct covers such topics as anti-corruption, discrimination, harassment, privacy, appropriate use of company assets, protecting confidential information and reporting Code of Conduct violations. |
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Prioritizing the health and safety of our workforce. We deliver world-class performance with a focus on preventing incidents and injuries. Health & Safety is fundamental to who we are and we are committed to protecting our people, our communities and our brands. We are committed to the safety of not only our products to our customers, but also in the way we conduct internal operations. |
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Commitment to the local communities where our facilities are located, including supporting various non-profits, charities and other community programs throughout the United States, which helps foster employee engagement across our locations. |
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Employee development and training opportunities to employees at all levels of the organization, focusing on critical organizational behaviors, leadership capabilities, and job skills. Our dedication to employee development and growth is essential to our organization’s success. We encourage employees to take active ownership of personal development while simultaneously supporting the development others. Our Douglas Dynamics University (DDU) is one of the services provided which supports our dedication to the performance, development, and growth of our talented people. We achieve this through virtual and in-person learning experiences, a focus on balanced development, performance development, and other learning experiences. |
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Our culture contains a continuous improvement mindset and leverages our Douglas Dynamics Management System (DDMS) to educate employees on lean initiatives and to provide them the necessary tools to identify opportunities for waste reduction and significant process improvements. |
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Anti-harassment policy that prohibits hostility or aversion towards individuals in protected categories, prohibits sexual harassment in any form, details how to report and respond to harassment issues and strictly prohibits retaliation against any employee for reporting harassment. |
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Commitment to fostering and promoting an inclusive and diverse work environment, including through equal employment opportunity hiring practices, policies and management of employees. |
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Maintenance of a whistleblower policy providing for confidential reporting of any suspected violations of policy. |
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The Nominating and Corporate Governance Committee assists the Board in its oversight of corporate social responsibilities, significant public policy issues and ESG matters. |
In furtherance of our commitment to ESG matters, in 2025, we published our second ESG IMPACT Report, which is available on our website, www.douglasdynamics.com, to state our commitments and values in respect of a range of ESG topics and report our progress on certain related initiatives. We intend to update and augment this report on a periodic basis, and anticipate publishing our 2025 data in 2026.
As of December 31, 2025, three of our eight directors self-identify as diverse. Two of our directors identify as female and two of our directors identify as racially or ethnically diverse.
Board Meetings
In 2025, our Board held five meetings and the non-management directors of our Board met in executive session four times. Each of the directors currently serving on our Board attended at least 75% of the aggregate number of meetings of the Board held in 2025 and the total number of meetings held by each committee of the Board on which such director served during the period in which the director served on the Board or the applicable committee in 2025. We strongly encourage our directors to attend the annual meeting of stockholders each year. Six of our directors serving at the time attended, either virtually or in-person, the annual meeting of stockholders in 2025.
Corporate Governance and Independent Directors
Our Board has in effect Corporate Governance Guidelines that, in conjunction with the Board committee charters, establish processes and procedures to help ensure effective and responsive governance by the Board. The Corporate Governance Guidelines are available, free of charge, on our website, www.douglasdynamics.com. Our website address is provided as an inactive textual reference only. The information contained on our website is not incorporated into, and does not form a part of, this proxy statement or any other report or document on file with or furnished to the Securities and Exchange Commission (the “SEC”).
The Corporate Governance Guidelines provide that a majority of the members of the Board must be independent directors under the listing standards of the NYSE. An “independent” director is a director who meets the NYSE definition of independence, as determined by the Board. Pursuant to the Guidelines and the requirements of the NYSE, the Board has affirmatively determined by resolution that none of Messrs. Akolawala, Sturdivant, Krueger or Nelson or Mses. Ansberry or Bacus has any material relationship with the Company, and, therefore, each is independent in accordance with the NYSE listing standards. In making this determination, the Board considered the ordinary course commercial relationship between the Company and Lincoln Electric, Ms. Ansberry’s employer, and determined that it did not impair her independence. The Board will regularly review the continuing independence of the directors.
The Corporate Governance Guidelines also provide that our directors may not serve on the boards of more than four companies, in addition to our Board, with the additional qualification that directors who are executive officers of public companies may not serve on the boards of more than two other companies, in addition to our Board.
Communications with the Board
Interested persons may contact any individual director, the Board as a group, or a specified Board committee or group, including the independent directors as a group, by sending a written communication to the Company’s Corporate Secretary at Douglas Dynamics, Inc., 11270 West Park Place, Milwaukee, Wisconsin 53224. Each communication should specify the applicable addressee or addressees as well as the general topic of communication. The Board has instructed the Corporate Secretary to review such correspondence and, in her discretion, not to forward items if she deems them to be of a commercial or frivolous nature or otherwise inappropriate. Concerns about questionable accounting or audit matters or possible violations of the Company’s Code of Business Conduct and Ethics should be reported pursuant to the procedures outlined in the Code of Business Conduct and Ethics. A copy of the Code of Business Conduct and Ethics is available on our website (www.douglasdynamics.com).
Board Committees
Our Board has three standing committees: an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. Each of these committees has the responsibilities set forth in formal written charters adopted by our Board. Copies of each of these charters are available on our website (www.douglasdynamics.com).
Audit Committee
The Audit Committee is currently comprised of Messrs. Akolawala, Sturdivant, Krueger, and Nelson and Mses. Ansberry and Bacus, and is chaired by Mr. Akolawala. Our Board has determined that each of Messrs. Akolawala and Krueger is an “audit committee financial expert” as defined by the SEC. This committee is generally responsible for the appointment, compensation, retention and oversight of our independent registered public accounting firm; evaluation of our independent registered public accounting firm’s qualifications, independence and performance; review and approval of the scope of our annual audit and audit fee; review of our critical accounting policies and estimates; review of the results of our annual audit and our quarterly consolidated financial statements; oversight of our internal audit function; oversight of our enterprise risk management program; and oversight of our compliance program, including as it relates to cybersecurity and artificial intelligence, with respect to legal and regulatory requirements, policies and procedures for monitoring compliance. The Audit Committee met four times during 2025.
In accordance with Rule 10A-3 under the Securities Exchange Act of 1934 (the “Exchange Act”) and the listing standards of the NYSE, all of our Audit Committee members are independent within the meaning of Rule 10A‑3 under the Exchange Act and the listing standards of the NYSE.
Compensation Committee
The Compensation Committee is currently comprised of Messrs. Akolawala, Sturdivant, Krueger, and Nelson and Mses. Ansberry and Bacus, and is chaired by Ms. Bacus. This committee is generally responsible for oversight of our overall compensation structure, policies and programs; review and approval of the compensation programs applicable to our executive officers; administering, reviewing and making recommendations with respect to our equity compensation plans; and reviewing succession planning for our executive officers. The Compensation Committee met five times during 2025. In accordance with the listing standards of the NYSE, all of our Compensation Committee members are independent within the meaning the listing standards of the NYSE.
Our Compensation Committee’s role and duties are set forth in the Compensation Committee’s charter. Among other things, the Compensation Committee has responsibility to do the following:
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oversee our overall compensation structure, policies and programs; |
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• |
assess whether our compensation structure establishes appropriate incentives for management and employees; |
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• |
administer and make recommendations to our Board on equity- and incentive-based compensation plans that require approval from our Board; |
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• |
review and approve corporate goals and objectives relevant to the compensation of our Chief Executive Officer, evaluate our Chief Executive Officer’s performance in light of those goals and objectives and set the Chief Executive Officer’s compensation level based on this evaluation; |
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• |
oversee the evaluation of the other executive officers and set the compensation of other executive officers based upon the recommendation of the Chief Executive Officer; |
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• |
approve stock option and other stock incentive awards for executive officers; |
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• |
review and approve the design of other benefit plans pertaining to executive officers; |
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• |
review and recommend employment agreements and severance and change of control arrangements for our executive officers; |
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approve, amend or modify the terms of any compensation or benefit plan that does not require stockholder approval; |
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review and discuss with management our Compensation Discussion and Analysis and related disclosures that SEC rules require be included in our annual report and proxy statement, recommend to our Board based on the review and discussions whether the Compensation Discussion and Analysis should be included in the annual report and proxy statement and prepare the compensation committee report required by SEC rules for inclusion in our annual report and proxy statement; |
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determine and recommend to our Board a desired frequency, if any, for the advisory stockholder vote on the compensation of our named executive officers (the “say on pay” vote) to be recommended to stockholders at the annual meeting at least once every six years in accordance with applicable law, SEC rules and NYSE listing requirements and prior stockholder votes on this subject; |
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oversee our response to the outcome of stockholder votes on say on pay and the frequency of say on pay; and |
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review and oversee risks associated with our compensation policies and practices. |
Under its charter, the Compensation Committee may delegate authority to a subcommittee consisting of no fewer than two members of the Compensation Committee. The Compensation Committee has not delegated its authority as it relates to the compensation of executive officers and does not currently intend to do so. Our executive officers do not currently play a direct role in determining the amount or form of executive officer or director compensation. Our Chief Executive Officer and Chief Financial Officer, however, attend meetings (other than executive sessions) of the Compensation Committee at the invitation of the Compensation Committee, make recommendations to the Compensation Committee concerning compensation of our executive officers (other than themselves) and assist the Compensation Committee in evaluating the performance of our executive officers (other than themselves).
The Compensation Committee has the authority under its charter to retain, obtain the advice of and terminate compensation consultants, outside counsel, other experts and other advisors to assist it. It may, however, select such advisors only after taking into consideration all factors relevant to the advisors’ independence from management, including those specified in the NYSE Listed Company Manual. The Compensation Committee is directly responsible for the appointment, compensation and oversight of the work of any advisor retained by the Compensation Committee, and we provide for appropriate funding, as determined by the Compensation Committee, for payment of reasonable compensation to advisors retained by the Compensation Committee.
The Compensation Committee has engaged an independent compensation consultant, Frederic W. Cook & Co, Inc. (“FW Cook”), to provide advice in connection with its decisions regarding executive compensation, as described in further detail under “Executive Compensation—Compensation Discussion and Analysis.” In 2025, the Committee engaged FW Cook to provide advice concerning the design of our executive compensation programs and the Committee’s administration of those programs and market practice. The Compensation Committee has assessed the independence of FW Cook pursuant to SEC rules and NYSE listing standards and concluded that FW Cook’s work for the Compensation Committee does not raise any conflict of interest. Except for this engagement, the Compensation Committee did not otherwise retain a compensation consultant for purposes of determining executive officer and director compensation for 2025, and FW Cook did not provide any other services to our Company.
Nominating and Corporate Governance Committee
The Nominating and Corporate Governance Committee is currently comprised of Messrs. Akolawala, Sturdivant, Krueger, and Nelson and Mses. Ansberry and Bacus, and is chaired by Mr. Krueger. This committee is generally responsible for recruiting and retaining qualified persons to serve on our Board, including proposing such individuals to our Board for nomination for election as directors; evaluating the performance, size and composition of our Board; establishing procedures for the consideration of Board of Director candidates recommended by the Company’s stockholders; assessing the independence of each member of our Board; reviewing the compensation of directors for service on our Board and its committees and recommend to the full Board changes in compensation; assisting the Board in its oversight of corporate social responsibility, significant public policy issues and ESG matters; providing oversight, guidance and perspective to management regarding the Company’s initiatives, processes, policies, and public disclosures pertaining to ESG matters within the Company’s ESG strategy; reviewing the Company’s significant corporate social responsibility issues, if any, that impact the Company’s ESG strategy, including but not limited to employee health and safety considerations and the environmental impact of the Company’s operations; and overseeing our compliance activities. The Nominating and Corporate Governance Committee met four times during 2025.
The Nominating and Corporate Governance Committee identifies director candidates based upon suggestions by non-employee directors, management members or stockholders. The selection criteria for membership on our Board include, at a minimum, the following: (i) personal and professional ethics and integrity; (ii) specific business experience and competence, including an assessment of whether the candidate has experience in, and possesses an understanding of, business issues applicable to the success of a publicly traded company; (iii) financial acumen, including whether the candidate, through education or experience, has an understanding of financial matters and the preparation and analysis of financial statements; (iv) educational background; and (v) whether the candidate has expressed a willingness to devote sufficient time to carrying out his or her duties and responsibilities effectively and is committed to service on the Board. The Committee considers these criteria in the context of the perceived needs of the Board as whole and seeks to achieve a diversity of experience, opinion and occupational and personal backgrounds on the Board.
The Nominating and Corporate Governance Committee will consider director candidates recommended by our stockholders based upon the same criteria as applied to candidates identified by our Board or our management. Under our Bylaws, stockholder nominations of directors must be received by us at 11270 West Park Place, Milwaukee, WI 53224, directed to the attention of the Corporate Secretary, not less than 90 days nor more than 120 days prior to the anniversary date of the immediately preceding annual meeting of stockholders and any such nominations must contain the information specified in our Bylaws. The deadline for submission of nominations for the Annual Meeting has passed. Candidate submissions by stockholders for our 2027 annual meeting of stockholders must be received by us no later than January 29, 2027 and no earlier than December 30, 2026.
Policies and Procedures Governing Related Person Transactions
Our Board has adopted written policies and procedures regarding related person transactions. These policies and procedures require the review and approval of all transactions involving us or any of our subsidiaries and a related person in which (i) the aggregate amount involved will or may be expected to exceed $120,000 in any fiscal year and (ii) a related person has or will have a direct or indirect interest (other than solely as a result of being a director or less than 10% beneficial owner of another entity) prior to entering into such transaction.
For purposes of the policy, related persons include our directors, executive officers, 5% or greater stockholders and parties related to the foregoing, such as immediate family members and entities they control. In reviewing such transactions, the policy requires our Audit Committee to consider all of the relevant facts and circumstances available to the Audit Committee, including the extent of the related person’s interest in the transaction and whether the relationship should be continued or eliminated. In determining whether to approve a related party transaction, the standard applied by the Audit Committee is whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and whether or not a particular relationship serves the best interest of our Company and our stockholders. In addition, the policy delegates to the chair of the Audit Committee the authority to pre-approve any transaction with a related person in which the aggregate amount involved is expected to be less than $1,000,000.
Policy Prohibiting Insider Trading
Our Board has
Compensation Committee Interlocks and Insider Participation
None of the members of our Compensation Committee is an officer or employee of our Company. None of our executive officers currently serves, or in the past year has served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our Board or our Compensation Committee.
Certain Relationships and Related Party Transactions
There were no transactions since December 31, 2024 to which we have been a party in which the amount involved in the transaction exceeded or will exceed $120,000, and in which any of our directors, executive officers or beneficial holders of more than 5% of our capital stock had or will have a direct or indirect material interest.
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Significant Stockholders
The following table sets forth the beneficial ownership of our common stock as of the Record Date (or such other date as is indicated) by each person who is known to us to be the beneficial owner of more than 5% of our outstanding common stock as of the Record Date (or such other date). Beneficial ownership of these shares consists of sole voting power and sole investment power except as noted below.
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Name of Beneficial Owner |
Number of Shares |
Percent |
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Conestoga Capital Advisors LLC(1) 550 E. Swedesford Rd. Ste 120 Wayne, PA 19087 |
2,339,723 | 10.14 | % | |||||
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Allspring Global Investments Holdings, LLC(2) 1415 Vantage Park Drive, 3rd Floor Charlotte, NC, 28203 |
2,371,391 | 10.27 | % | |||||
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BlackRock, Inc.(3) 50 Hudson Yards New York, NY 10001 |
1,636,995 | 7.09 | % | |||||
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Pzena Investment Management LLC(4) 320 Park Avenue, 8th floor New York, NY 10022 |
2,325,476 | 10.07 | % | |||||
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The Vanguard Group(5) 100 Vanguard Blvd. Malvern, PA 19355 |
1,353,360 | 5.86 | % | |||||
(1) Based on information as of December 31, 2023 contained in a Schedule 13G/A filed with the SEC on January 5, 2024, which reports sole voting power for 2,191,913 shares and sole dispositive power for 2,339,723 shares.
(2) Based on information as of December 31, 2023 contained in a Schedule 13G/A filed jointly by Allspring Global Investments Holdings, LLC (“AGIH”), Allspring Global Investments, LLC (“AGI”) and Allspring Funds Management, LLC (“AFM”) with the SEC on January 12, 2024, in which AGIH reports beneficial ownership of 2,371,391 shares, sole voting power for 2,292,182 shares and sole dispositive power for 2,371,391 shares; AGI reports beneficial ownership of 2,368,966 shares, sole voting power for 348,662 shares and sole dispositive power for 2,368,966 shares; and AFM reports beneficial ownership of 1,945,946 shares, sole voting power for 1,943,521 shares and sole dispositive power for 2,425 shares.
(3) Based on information as of December 31, 2023 contained in a Schedule 13G/A filed with the SEC on January 26, 2024, which reports sole voting power for 1,610,354 shares and sole dispositive power for 1,636,995 shares.
(4) Based on information as of April 30, 2025 contained in a Schedule 13G/A filed with the SEC on May 1, 2025, which reports sole voting power for 1,691,203 shares, and sole dispositive power for 2,325,476 shares.
(5) Based on information as of December 29, 2023 contained in a Schedule 13G/A filed with the SEC on February 13, 2024, which reports shared voting power for 41,928 shares, sole dispositive power for 1,291,665 shares and shared dispositive power for 61,695 shares.
Executive Officers and Directors
The following table sets forth the beneficial ownership, as of the Record Date, of our common stock by each of our directors, each of our named executive officers (see “Compensation Discussion and Analysis” below), and by all of our current directors and executive officers as a group. Beneficial ownership of these shares consists of sole voting power and sole investment power except as noted below. The address of each director and current executive officer shown in the table below is Douglas Dynamics, Inc., 11270 West Park Place, Suite 300, Milwaukee, WI 53224.
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Name of Beneficial Owner |
Number of Shares |
Percentage of Class |
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James L. Janik(1) |
154,998 | * | ||||||
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Sarah C. Lauber(2) |
55,768 | * | ||||||
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Christopher E. Bernauer(3) |
1,996 | * | ||||||
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Mark Van Genderen(4) |
18,762 | * | ||||||
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Joher Akolawala |
13,086 | * | ||||||
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Donald W. Sturdivant |
41,839 | * | ||||||
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Kenneth W. Krueger |
40,007 | * | ||||||
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Lisa R. Bacus |
17,505 | * | ||||||
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Jennifer I. Ansberry |
1,928 | * | ||||||
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Bradley M. Nelson |
1,928 | * | ||||||
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All current directors and executive officers as a group (11 persons)(5) |
356,724 | 1.545% | ||||||
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* |
Denotes ownership of less than 1%. |
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(1) |
Includes shares held by the James L. and Susan S. Janik Revocable Trust. |
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(2) |
Includes 10,960 unvested restricted stock units held by Ms. Lauber that will vest within 60 days of March 2, 2026. |
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(3) |
Includes 1,996 unvested restricted stock units held by Mr. Bernauer that will vest within 60 days of March 2, 2026. |
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(4) |
Includes 9,137 unvested restricted stock units held by Mr. Van Genderen that will vest within 60 days of March 2, 2026. |
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(5) |
Includes 24,337 unvested restricted stock units held by current directors and executive officers that will vest within 60 days of March 2, 2026. |
EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
Executive Summary
We are home to some of the most trusted brands in the industry and are a premier North American manufacturer and up‑fitter of work truck attachments and equipment. Our portfolio of products and services is separated into two segments: First, the work truck attachments segment, which includes commercial snow and ice control attachments sold under the FISHER®, WESTERN® and SNOWEX® brands, and truck-mounted service cranes and dump hoists under the VENCO® and VENTURO® brands. Second, the work truck solutions segment, which includes manufactured municipal snow and ice control products under the HENDERSON® brand the up‑fit of market leading attachments and storage solutions under the HENDERSON® brand, and the DEJANA® brand and its related sub‑brands.
We believe our business benefits from an exceptional management team that is responsible for establishing our leadership in the industry. We have sought to establish competitive compensation programs that enable us to attract and retain skillful, experienced and dedicated executive officers as well as to motivate management to maximize performance while building stockholder value.
Our named executive officers for 2025 were Mark Van Genderen, our President and Chief Executive Officer since March 3, 2025; James L. Janik, a member of the Board who served as our Interim President and Chief Executive Officer from July 9, 2024 to March 3, 2025; Sarah C. Lauber, our Executive Vice President - Chief Financial Officer; and Christopher E. Bernauer, our President, Work Truck Attachments since February 28, 2025.
2025 Say on Pay Vote
In April 2025, we held an advisory stockholder vote on the compensation of our named executive officers at our annual stockholders’ meeting. Consistent with the recommendation of our Board, our stockholders approved our executive compensation, with more than 95% of votes cast in favor. The Compensation Committee considered these voting results and, consistent with the strong vote of stockholder approval they represented, elected not to undertake any material changes to our executive compensation programs in response to the outcome of the vote.
Developments Affecting 2025 Compensation
The primary actions that we took in 2025 with respect to the compensation of our named executive officers were the following:
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The Compensation Committee made decisions regarding the base salaries of each of our named executive officers. |
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The Compensation Committee established performance goals and target awards under our Annual Incentive Plan, election to use the same three performance measures for 2025 as were used for 2024, as described further below under “Elements of Executive Compensation – Annual Incentive Plan.” |
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The Compensation Committee made grants of performance share units and time‑vesting restricted stock units under our 2024 Stock Incentive Plan (“2024 Stock Plan”), retaining the same weighting between performance share units and time-vesting restricted stock units for 2025 as in 2024, as described further below under “Elements of Executive Compensation – Long-Term Incentive Compensation.” |
Executive Officer Transitions and Related Compensation Actions
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As previously disclosed, we appointed Mr. Van Genderen as our President and Chief Executive Officer effective as of March 3, 2025. Prior to his appointment as our President and Chief Executive Officer, Mr. Van Genderen had served as our Chief Operating Officer since September 2024. In connection with his transition to the President and Chief Executive Officer position, we entered into an amended and restated employment agreement with Mr. Van Genderen under which his annual base salary was established at $700,000 and he is entitled to a target award level of 100% of his base salary under our annual incentive plan. He also received a target award level of 160% of base salary under our long-term incentive plan. |
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In connection with Mr. Van Genderen’s appointment as our President and Chief Executive Officer, effective as of March 3, 2025, Mr. Janik, who had been serving as our Interim President and Chief Executive Officer, ceased serving as an executive officer. |
Other Highlights of Our Compensation Programs
We periodically review best practices in the area of executive compensation and update our compensation policies and practices to reflect those that we believe are appropriate for our Company, including, in addition to the examples listed above, the following:
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The key components of our compensation program for our named executive officers for 2025 were base salary, annual cash incentive awards under our Annual Incentive Plan, long‑term incentive awards under our long‑term equity program and other compensation consisting primarily of matching 401(k) contributions, health and welfare benefits, and other perquisites. |
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We pay for performance, offering our named executive officers the opportunity to earn a substantial amount of variable compensation based on our profitability, free cash flow and return on net assets. |
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We set compensation programs to focus our named executive officers on both our short- and long‑term Company performance by providing a mix of both short and long-term compensation in the form of our Annual Incentive Plan and our equity compensation program. |
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We do not provide “single trigger” change of control severance, which means that, for an executive officer to receive severance benefits under an employment agreement, in addition to the change in control there must be some adverse change in the circumstances of the executive officer’s employment. |
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Our equity compensation plan does not permit repricing of stock options without stockholder approval. |
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• |
We periodically review our pay practices to ensure that they do not encourage excessive risk taking. |
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We do not guarantee salary increases or bonuses for our executive officers. |
Objectives of our Compensation Programs
We believe that a skilled, experienced and dedicated senior management team is essential to the future performance of our Company and to building stockholder value. We have sought to establish competitive compensation programs that enable us to attract and retain executive officers with these qualities as well as to motivate management to maximize performance while building stockholder value.
We compensate our named executive officers through both short-term cash programs, including annual salary and an Annual Incentive Plan, and long-term incentive programs, reflecting a mix of fixed and variable compensation. Although our compensation program provides for a mix of both short and long-term compensation and cash and non‑cash compensation, we do not have any specific policy on those allocations. Our compensation philosophy is centered on providing an opportunity for an executive’s total annual compensation to exceed what we believe is the general market level of compensation for similar executive roles. Our business is subject to variability of earnings due to year‑to‑year variations in snowfall. Accordingly, we have designed our compensation program to provide for a competitive annual salary while offering our named executive officers the opportunity to earn a substantial amount of variable compensation based on our profitability and free cash flow. This program aligns named executive officer compensation with our variable earnings model and is intended to differentiate us from our competitors when attracting and motivating our executives.
Role of the Compensation Committee and Management in the Compensation-Setting Process
Our Compensation Committee’s role in reviewing and approving executive compensation includes the duties and responsibilities set forth in the Compensation Committee’s charter. Among other things, the Compensation Committee has responsibility to do the following:
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• |
oversee our overall compensation structure, policies and programs; |
|
• |
assess whether our compensation structure establishes appropriate incentives for management and employees; |
|
• |
administer and make recommendations to our Board on equity‑ and incentive‑based compensation plans that require approval from our Board; |
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• |
review and approve corporate goals and objectives relevant to the compensation of our Chief Executive Officer, evaluate our Chief Executive Officer’s performance in light of those goals and objectives and set the Chief Executive Officer’s compensation level based on this evaluation; |
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• |
oversee the evaluation of the other executive officers and set the compensation of other executive officers based upon the recommendation of the Chief Executive Officer; |
|
• |
approve stock option and other stock incentive awards for executive officers; |
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• |
review and approve the design of other benefit plans pertaining to executive officers; |
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• |
review and approve employment agreements and severance and change of control arrangements for our executive officers; |
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• |
approve, amend or modify the terms of any compensation or benefit plan that does not require stockholder approval; |
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• |
review and discuss with management our Compensation Discussion and Analysis and related disclosures that the Securities and Exchange Commission (“SEC”) rules require be included in our annual report and proxy statement, recommend to our Board based on the review and discussions whether the Compensation Discussion and Analysis should be included in the annual report and proxy statement and prepare the compensation committee report required by SEC rules for inclusion in our annual report and proxy statement; |
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• |
determine and recommend to our Board a desired frequency, if any, for the advisory stockholder vote on the compensation of our named executive officers (the “say on pay” vote) to be recommended to stockholders at the annual meeting at least once every six years in accordance with applicable law, SEC rules and New York Stock Exchange (“NYSE”) listing requirements and prior stockholder votes on this subject; |
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• |
oversee our response to the outcome of stockholder votes on say on pay and the frequency of say on pay; |
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• |
review and oversee risks associated with our compensation policies and practices; and |
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select consultants or other advisors only after taking into consideration all factors relevant to that person’s independence from management. |
Our Chief Executive Officer recommends base salaries for our executive officers other than himself to the Compensation Committee for its approval and recommends performance targets under the Annual Incentive Plan for approval by the Compensation Committee, as explained in more detail under the section entitled “Annual Incentive Plan” below. Our Chief Executive Officer also negotiates employment agreements with executive officers, subject to review by the Compensation Committee, and makes recommendations to the Compensation Committee with respect to equity awards for our named executive officers other than himself. All compensation elements for our Chief Executive Officer are reviewed and approved by the Compensation Committee.
Role of Benchmarking in the Compensation-Setting Process
As described above under “Objectives of our Compensation Programs,” the Compensation Committee’s goal is to offer competitive compensation to our executive officers. To assist it in setting competitive pay levels and other benefits, the Compensation Committee has periodically engaged FW Cook, an independent compensation consultant. The Compensation Committee assessed the independence of FW Cook pursuant to SEC rules and NYSE listing standards and concluded that FW Cook’s work for the Compensation Committee does not raise any conflict of interest.
In the second half of 2024, the Compensation Committee worked with FW Cook to identify an updated peer group that would be used in evaluating and setting compensation and other benefits for our executive officers for 2025 and, potentially, future years. The updated peer group consisted of 17 peer companies that were selected for our peer group based on their reasonable comparability to our Company in terms of size, industry and scope of operations. For size‑related screens, the focus was on ensuring that the peer group was appropriate from revenue, EBITDA and market capitalization perspectives because we believe that these metrics are most strongly correlated to compensation levels. The peer companies selected (the “2025 Peer Group”) were the following:
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• Alamo Group Inc. |
• L.B. Foster Company |
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• Astec Industries |
• Lindsay Corporation |
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• CECO Environmental Corp. |
• Mayville Engineering Co. |
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• Compass Minerals |
• Motorcar Parts of America |
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• Enerpac Tool Group |
• Northwest Pipe Co. |
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• ESCO Technologies |
• Standex Int’l |
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• Federal Signal Corp. |
• The Shyft Group |
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• Hurco Companies, Inc. |
• Twin Disc, Incorporated |
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• Kadant Corporation |
The changes from the previous group of peer group companies we had identified in 2022 included the removal of CIRCOR Int’l and the addition of L.B. Foster Company and Twin Disc, Incorporated.
The Compensation Committee considered various factors in setting compensation levels in early 2025 for our then-serving named executive officers, including use of the 2025 Peer Group data. Additionally, the Compensation Committee also considered the individual named executive officer’s qualifications, experience and level of responsibility, internal pay equity considerations and the collective experience of the members of our Board, Compensation Committee and Mr. Janik, our then-serving Interim Chief Executive Officer (with respect to the compensation of our other named executive officers), their business judgment and their experiences in recruiting and retaining executives.
Elements of Executive Compensation
The key components of our compensation program for our named executive officers for 2025 were base salary, annual cash incentive awards under our Annual Incentive Plan, long‑term equity incentive awards under our equity incentive plan and other compensation consisting primarily of matching 401(k) contributions, health and welfare benefits and other perquisites. Each component of our compensation program has an important role in creating compensation arrangements that motivate and reward strong performance and in retaining the named executive officers who deliver strong performance.
Base Salary
We pay our named executive officers a base salary to compensate them for services rendered and to provide them with a steady source of income for living expenses throughout the year. In general, the base salary of each executive was initially established through arm’s‑length negotiations at the time the individual was hired, taking into account the individual’s qualifications, experience, level of responsibility, as well as internal pay equity considerations.
In early 2025, the Compensation Committee conducted a review of the base salaries of our then-serving named executive officers, taking into account the considerations described above under "—Role of Benchmarking in the Compensation-Setting Process."
Based on this review, in early 2025, the Compensation Committee approved the increase in the base salary of Ms. Lauber shown in the table below and continued the base salaries for each of our other then-serving named executive officers without change from 2024. Subsequently, in connection with Mr. Van Genderen’s appointment as our President and Chief Executive Officer, the Compensation Committee approved an annual base salary of $700,000 for Mr. Van Genderen, based on what the Compensation Committee believed was a market-competitive level. The Compensation Committee established an annual base salary of $400,000 for Mr. Bernauer in connection with his hiring as our President – Work Truck Attachments effective February 28, 2025 with reference to market-competitive base salary levels for similar positions in the 2025 Peer Group data. Our named executive officers’ annual base salaries for 2024 and 2025, as well as the percentage increases (to the extent applicable), were as follows:
|
Executive |
2024 |
% Increase for 2025 |
2025 |
|||||||||
|
Mark Van Genderen(1) |
$ | 420,000 | 67% | $ | 700,000 | |||||||
|
James L. Janik(2) |
$ | 750,000 | 0% | $ | 750,000 | |||||||
|
Sarah C. Lauber |
$ | 472,909 | 7% | $ | 508,000 | |||||||
|
Christopher E. Bernauer(3) |
N/A | N/A | $ | 400,000 | ||||||||
|
(1) |
Mr. Van Genderen had a 2025 annual base salary of $420,000 until his promotion to Chief Executive Officer, effective March 3, 2025, when his salary was increased to $700,000. |
|
(2) |
Mr. Janik had an annual base salary of $750,000 until the cessation of his service as an executive officer on March 3, 2025, after which he did not receive an annual base salary. |
|
(3) |
Mr. Bernauer’s 2025 annual base salary was set at $400,000 upon his appointment as our President – Work Truck Attachments as of February 28, 2025. |
The amount of base salary that we actually paid to each of our named executive officers in 2025 can be found in the “Salary” column of the Summary Compensation Table below.
Annual Incentive Plan
Our named executive officers (other than Mr. Janik, as Interim President and Chief Executive Officer), as well as certain other management employees, participate in the Annual Incentive Plan, which provides an opportunity to earn a cash bonus upon achievement of certain performance targets approved by the Compensation Committee. These performance objectives are designed to link management’s focus with overall Company objectives by providing the executive an opportunity to earn additional short‑term compensation. We emphasize variable compensation to provide an opportunity for total annual compensation for our named executive officers to exceed what the Compensation Committee believes, based on its members’ collective experience, business judgment and experiences in recruiting and retaining executives, to be the general market level of compensation for similarly situated executives in the event of superior performance.
The Compensation Committee decided to use the same performance metrics under the Annual Incentive Plan for 2025 as for 2024. Accordingly, the 2025 performance metrics under the Annual Incentive Plan for all of our named executive officers were adjusted operating income, free cash flow and adjusted EBITDA margin, weighted 50%, 30%, and 20% respectively. The payouts for Mr. Van Genderen and Ms. Lauber for 2025 were based entirely on our consolidated business results. Mr. Bernauer’s performance metrics for 2025 were based entirely on the performance of our Work Truck Attachments segment.
The following discussion of the performance goals and outcomes generally reflects our consolidated business results and corresponding payouts for the named executive officers.
In 2025, adjusted operating income was weighted 50% under the Annual Incentive Plan. This weighting reflects the Compensation Committee’s belief that any incentive compensation should have a significant link to profitability. Our management is given discretion to recommend the performance metric or metrics that will comprise the remaining 50% of the annual bonus opportunity. This allows our management to select a metric or metrics that reflect the current focus of our business, which are then submitted by the Chief Executive Officer to the Compensation Committee for approval. Management recommended free cash flow and adjusted EBITDA margin for 2025, based on its use of free cash flow as a primary measure of the Company’s profitability and our ability to pay dividends and its view that free cash flow is influenced to a lesser degree by factors below the operating profit level than some other performance measures, and based on its use of adjusted EBITDA margin as a primary measure of the Company’s profitability and our ability to control costs, specifically in years of below average snowfall.
Following his appointment as our President and Chief Executive Officer, Mr. Van Genderen had a target bonus level of 100% of base salary for 2025. As Interim President and Chief Executive Officer, Mr. Janik did not participate in the 2025 Annual Incentive Plan. Each other participating named executive officer had a target bonus level of 75% of his or her annual base salary. The target potential payment levels were set based on a review of the 2025 Peer Group companies and were based on what the Compensation Committee believed, based on its members’ collective experience, business judgment and experiences in recruiting and retaining executives, to be a competitive level of annual incentive compensation to provide appropriate incentives and retention. The Compensation Committee also established maximum potential payment levels under the Annual Incentive Plan of 200% of annual base salary for Mr. Van Genderen following his appointment as our President and Chief Executive Officer, and 150% for each other named executive officer, based on a review of 2025 Peer Group company practices. See below for a detailed discussion of our performance metrics and the calculation of payouts for 2025.
For the year ending December 31, 2025, we paid out the following bonuses as a percentage of base salary to our participating named executive officers:
|
Name |
Payout Based On: |
Total |
% Bonus Paid |
% Bonus Paid |
% Bonus Paid Margin |
|||||||||||||
|
Mark Van Genderen |
Consolidated Business |
174.2 | % | 89.8 | % | 60.0 | % | 24.4 | % | |||||||||
|
Sarah C. Lauber |
Consolidated Business |
130.7 | % | 67.4 | % | 45.0 | % | 18.3 | % | |||||||||
|
Christopher E. Bernauer |
Work Truck Attachments Segment |
101.2 | % | 40.7 | % | 45.0 | % | 15.5 | % | |||||||||
The adjusted operating income metric, as defined in the Annual Incentive Plan, measures the degree by which actual adjusted operating income performance achieves, exceeds or falls short of baseline adjusted operating income. Actual adjusted operating income is defined as earnings before interest, taxes, depreciation and amortization less depreciation, plus other expense, adjusted for non‑recurring expenses, as approved by the Compensation Committee. Baseline adjusted operating income is set annually by the Compensation Committee. For 2025, if actual adjusted operating income fell below 77.0% of baseline adjusted operating income, no adjusted operating income bonus would be earned. If actual adjusted operating income fell between 77.0% and 100% of baseline adjusted operating income, adjusted operating income bonus would be reduced linearly for each 1% reduction in actual adjusted operating income below baseline adjusted operating income. If actual adjusted operating income exceeded baseline adjusted operating income, adjusted operating income bonus would be increased linearly for each 1% increase in actual adjusted operating income above baseline adjusted operating income.
For 2025, the Compensation Committee set the baseline adjusted operating income targets under the Annual Incentive Plan based on historical trends and assumptions recommended by management. Specifically, in setting the 2025 baseline targets, we assumed average snowfall, increasing truck sales and a slight improvement in overall economic conditions. For 2025, the baseline adjusted operating income targets and actual adjusted operating income (calculated according to the Annual Incentive Plan as described below) were as follows:
|
Target |
Actual |
|||||||
|
Consolidated Business (millions) |
$ | 74.2 | $ | 88.9 | ||||
|
Work Truck Attachments Segment (millions) |
$ | 48.9 | $ | 49.9 | ||||
As a result, based on 2025 performance and the 50% weighting, the payout for the adjusted operating income component of the annual incentive plan was 89.8% of annual base salary for Mr. Van Genderen (whose payout was based on our consolidated business results), 67.4% of annual base salary for Ms. Lauber (whose payout was based on our consolidated business results) and 40.7% of base salary for Mr. Bernauer (whose payout was based on our Work Truck Attachments segment results).
The adjusted operating income that we used for purposes of determining the achievement of the adjusted operating income target under the Annual Incentive Plan was different than the actual operating income for our consolidated business as reported in our financial statements. To arrive at the metric used under the Annual Incentive Plan, we adjusted our operating income (as calculated consistent with United States Generally Accepted Accounting Principles, or U.S. GAAP) by adding back, as consistent with prior years, amortization, stock‑based compensation, acquisition costs, certain non-cash purchase accounting expenses, other legal and consulting expenses, and deducted Venco Venturo operating income and the impacts of purchase accounting. Similar adjustments were made in determining the achievement of the operating income targets for the Work Truck Attachments segment.
The following table sets forth the calculation of the 89.8% of annual base salary payout based on adjusted operating income component for Mr. Van Genderen (dollars in millions):
|
Consolidated Business |
||||
|
Comparison of Actual to Target Adjusted Operating Income |
||||
|
Baseline Adjusted Operating Income Target |
$ | 74.2 | ||
|
Adjusted Operating Income per Annual Incentive Plan |
$ | 88.9 | ||
|
Percentage Above Target |
19.8 | % | ||
|
Effect on Adjusted Operating Income Bonus Level |
||||
|
Payout at Target (Reflecting 50% Weighting) |
50.0 | % | ||
|
Payout Above Target Level Due to Performance |
39.8 | % | ||
|
Actual Adjusted Operating Income Payout (as a % of base salary) |
89.8 | % | ||
The following table sets forth the calculation of the bonus payouts as a percentage of annual base salary based on the adjusted operating income component for our other participating named executive officers other than Mr. Van Genderen (dollars in millions):
|
Consolidated Business |
Work Truck Attachments Segment |
|||||||
|
Comparison of Actual to Target Adjusted Operating Income |
||||||||
|
Baseline Adjusted Operating Income Target |
$ | 74.2 | $ | 48.9 | ||||
|
Adjusted Operating Income per Annual Incentive Plan |
$ | 88.9 | $ | 49.9 | ||||
|
Percentage Above Target |
19.8 | % | 2.0 | % | ||||
|
Effect on Adjusted Operating Income Bonus Level |
||||||||
|
Payout at Target (Reflecting 50% Weighting) |
37.5 | % | 37.5 | % | ||||
|
Payout Above Target Level Due to Performance |
29.9 | % | 3.2 | % | ||||
|
Actual Adjusted Operating Income Payout (as a % of base salary) |
67.4 | % | 40.7 | % | ||||
Our free cash flow (“FCF”) is defined as cash generated by operating activities, less net cash used in capital expenditures, adjusted for non‑recurring items, as approved by the Compensation Committee. Target FCF is set annually by the Compensation Committee. Performance is measured by the degree to which FCF achieves, exceeds or falls short of target FCF. Achievement of target FCF results in a bonus as a percentage of base salary equal to bonus target level multiplied by the 30% weighting of the FCF metric. For 2025, achievement of target FCF would result in a bonus of 30% of base salary for Mr. Van Genderen and 22.5% of base salary for all other named executive officers. If the target FCF was achieved, then the target FCF bonus would be earned. If FCF was below the threshold goal, then no FCF bonus would be earned. If FCF was higher than target, then the payout increases linearly for increases in FCF above target FCF, subject to the overall Annual Incentive Plan cap of 200% of base salary for Mr. Van Genderen and 150% of base salary for all of our other named executive officers. The following table sets forth our threshold and target FCF goals and actual FCF performance for 2025:
|
Threshold |
Target |
Actual |
||||||||||
|
Consolidated Business (millions) |
$ | 26.4 | $ | 40.0 | $ | 64.7 | ||||||
|
Work Truck Attachments Segment (millions) |
$ | 15.9 | $ | 24.0 | $ | 58.8 | ||||||
We did not make any adjustments to 2025 FCF as calculated for purposes of the Annual Incentive Plan relative to FCF as reported in our financial statements.
Our adjusted EBITDA margin is defined as adjusted EBITDA divided by net sales, adjusted for non-recurring items, as approved by the Compensation Committee. Targeted adjusted EBITDA margin is set annually by the Compensation Committee. Performance is measured by the degree to which adjusted EBITDA as margin achieves, exceeds, or falls short of, targeted adjusted EBITDA margin. Achievement of targeted adjusted EBITDA margin will result in a bonus as a percentage of annual base salary equal to the Target Bonus multiplied by the weighting of the adjusted EBITDA margin metric. For 2025 achievement of adjusted EBITDA margin would result in a bonus of 20% of base salary for Mr. Van Genderen and 15% of base salary for all other named executive officers. If the target adjusted EBITDA margin was achieved, then the target adjusted EBITDA bonus would be earned. If adjusted EBITDA margin was below the threshold goal, then no adjusted EBITDA bonus would be earned. If adjusted EBITDA margin was higher than target, then the payout increases linearly for increases in adjusted EBITDA margin above target adjusted EBITDA margin, subject to the overall Annual Incentive Plan cap of 200% of base salary for Mr. Van Genderen and 150% of base salary for all of our other named executive officers.
|
Threshold |
Target |
Actual |
||||||||||
|
Consolidated Business |
12.0 | % | 14.2 | % | 15.0 | % | ||||||
|
Work Truck Attachments Segment |
17.3 | % | 19.0 | % | 19.2 | % | ||||||
The Compensation Committee approved an adjustment to the calculation of actual adjusted EBITDA margin for deducted Venco Venturo operating income and the impacts of purchase accounting for both the Consolidated Business and Work Truck Attachments Segment. We did not otherwise make any adjustments to 2025 adjusted EBITDA margin as calculated for purposes of the Annual Incentive Plan.
In setting the performance goals under the Annual Incentive Plan, our intention is to provide for challenging and ambitious targets to further our overall goal of increasing stockholder value. Though challenging, we believe the goals are attainable through a collaborative effort by our named executive officers.
The Compensation Committee has the right to review and approve payouts made under the Annual Incentive Plan. The Compensation Committee reviewed the results of the Annual Incentive Plan prior to bonus payments after the completion of the audit of our 2025 results. The Compensation Committee has the authority to modify, suspend or terminate the Annual Incentive Plan at any time.
Long-Term Incentive Compensation
Equity‑Based Compensation
Stock Incentive Plans. Our equity-based compensation (including the 2025 grants discussed in this Compensation Discussion and Analysis) is granted under our 2024 Stock Plan, which was approved by our stockholders at our annual meeting of stockholders in April 2024. The 2024 Stock Plan, which is administered by the Compensation Committee, enables us to grant equity awards to our key employees, including our named executive officers, and our non‑employee directors. We adopted this plan because we believe that long-term performance is achieved through an ownership culture that rewards and encourages long-term performance by our named executive officers though the use of stock‑based awards.
Long-Term Equity Program. Under our long-term incentive program, in 2025, we made annual grants of performance share units and time‑vesting restricted stock units to our participating executive officers under our 2024 Stock Plan. Pursuant to his Letter Agreement, as our Interim President and Chief Executive Officer, Mr. Janik received a special one-time restricted stock unit grant in 2024 and did not participate in our long-term incentive program for 2025. The Compensation Committee decided to implement our long‑term incentive program because it believes that long‑term incentives are an essential part of our total compensation package, which is intended to promote ownership, higher performance and ultimately higher stockholder return, and in view of its goal for long‑term compensation of furthering four key objectives:
|
• |
Pay for Performance: Emphasize variable compensation that is linked to our performance, as measured by our adjusted earnings per share and return on net assets, in an effort to generate and reward superior corporate performance. |
|
• |
Alignment of Interests: Use adjusted earnings per share and return on net assets as the key performance metrics, linking executives’ incentive goals with the interests of our stockholders. |
|
• |
Long‑Term Success: Support and reward executives for consistent performance over time and achievement of our long‑term strategic goals. |
|
• |
Retention: In a seasonal business model with potential dramatic swings in profitability, attract and retain highly qualified executives whose abilities are critical to our success and competitive advantage. |
In 2025, as in prior years, we granted our participating named executive officers performance share units that will vest based on our achievement of performance goals relating to adjusted earnings per share and return on net assets, each weighted 50%. Performance for our 2025 performance share units will be measured separately for each of the calendar years during the 2025-2027 performance period. The Compensation Committee also included a relative TSR modifier in the 2025 performance share units, under which the number of units earned based on earnings per share and return on net assets performance will be increased or decreased by 25% based on our relative TSR performance over the 2025-2027 performance period compared to the S&P Small Cap 600 Industrials. The Compensation Committee included this modifier to enhance the alignment of the named executive officers’ stock-based awards with our relative stock price performance. Consistent with earlier years’ performance share units, the performance share units granted in 2025 will be paid out, if earned, only after the end of the last performance period.
The minimum threshold performance for the performance share units granted in 2025, under which the minimum payout will be earned, is 80% of target for each performance metric, and the maximum threshold performance, over which the maximum payout will be earned, is 120% of target for each performance metric.
Our Compensation Committee determined the target aggregate value of 2025 stock-based awards for our participating named executive officers with reference to a percentage of the executive officer’s base salary. The Compensation Committee considered 2025 Peer Group company practices in determining the target award levels under the Long-Term Incentive Plan for each named executive officer. The Compensation Committee set the target award values for each named executive officer as follows: Mr. Van Genderen (subsequent to his appointment as our President and Chief Executive Officer) — 160% of base salary; Ms. Lauber —135% of base salary (the same as prior year target); and Mr. Bernauer — 50% of base salary.
The Compensation Committee retained the same mix of performance‑vested versus time‑vested stock grants for 2025 as in 2024: 50% performance share units and 50% time-vesting restricted stock units.
2025-27 Performance Share Units. The performance share units granted in 2025 made up 50% of the total long‑term incentive award opportunity for our participating named executive officers. The target number of units granted was determined as of the grant date based on the average closing price during the 30 trading days prior to the grant date. The threshold, target and maximum number of performance share units subject to these awards for our named executive officers were as follows:
|
Name |
Threshold |
Target |
Maximum |
|||||||||
|
Mark Van Genderen |
5,592 | 22,364 | 44,728 | |||||||||
|
Sarah C. Lauber |
3,425 | 13,694 | 27,388 | |||||||||
|
Christopher E. Bernauer |
999 | 3,994 | 7,988 | |||||||||
The performance goals for the performance share units granted in 2025 relate to adjusted earnings per share (“EPS”), weighted 50%, and return on net assets (“RONA”), weighted 50%, each measured over separate one-year performance periods during 2025-2027. Our EPS is defined as adjusted earnings per share as reported, adjusted for other non-recurring expenses, as approved by the Compensation Committee. Our RONA is defined as net income for the applicable fiscal year divided by the average of net assets on two distinct dates: the first day of the applicable fiscal year and the last day of each of the applicable fiscal year. For purposes of our RONA definition, net income is defined as adjusted net income as reported, adjusted for other non-recurring expenses, as approved by the Compensation Committee. Also, for purposes of our RONA definition, net assets is defined as current assets, excluding cash, plus net fixed assets, less current liabilities, plus the current portion of long-term debt.
The first one-year performance period for the performance share units granted in 2025 ended in 2025. The performance goals, actual performance and actual payout for 2025 for the performance share units granted in 2025 were as follows:
|
Threshold |
Target |
Maximum |
Actual |
Weighting |
% Earned |
|||||||||||||||||||
|
2025 Adjusted EPS |
$ | 1.36 | $ | 1.70 | $ | 2.04 | $ | 2.24 | 50.0 | % | 100.0 | % | ||||||||||||
|
2025 RONA |
14.5 | % | 18.1 | % | 21.7 | % | 25.3 | % | 50.0 | % | 100.0 | % | ||||||||||||
The number of performance share units earned for 2025 performance remains subject to the TSR modifier described above, which is measured over the entire three years from 2025-2027, and therefore could increase or decrease by up to 25%. The performance share units earned will not be paid out until after the completion of the final performance period in 2027.
2023-25 Performance Share Units. The performance period for the performance share units granted in 2023 ended in 2025. The performance goals for the performance share units granted in 2023 were three-year cumulative adjusted EPS, weighted 50%, and three-year cumulative RONA, weighted 50%, EPS and RONA had the same definitions as under our 2025-27 performance share units as described above (but relating to the 2023-25 performance period). Although the plan under which the performance share units were granted permits the Compensation Committee to adjust the actual performance results for other non-recurring expenses, no such adjustments were made for the 2023-25 performance period. The performance goals, actual performance and actual payout for the performance share units granted in 2023 were as follows:
|
Threshold |
Target |
Maximum |
Actual |
Weighting |
% Earned |
|||||||||||||||||||
|
2023-25 Adjusted EPS |
$ | 5.36 | $ | 7.15 | $ | 8.58 | $ | 4.72 | 50.0 | % | 0.0 | % | ||||||||||||
|
2023-25 RONA |
54.0 | % | 72.0 | % | 86.4 | % | 50.9 | % | 50.0 | % | 0.0 | % | ||||||||||||
Time‑Vesting Restricted Stock Units Granted in 2025. The time‑vesting restricted stock units made up the remaining 50% of the total long‑term incentive award opportunity for our named executive officers for 2025 and vest ratably over the three years following the grant date, contingent on continued employment or a qualifying retirement. The number of units granted was determined as of the grant date based on the average closing price during the 30 trading days prior to the grant date.
Special Awards. In connection with Mr. Bernauer’s hiring, Mr. Bernauer received a special one-time sign-on cash bonus of $34,000, subject to pro rata repayment if he terminates his employment voluntarily or is terminated for cause within 24 months of his start date, and a restricted stock unit grant with a target value of $50,000, vesting ratably on each of the first three anniversaries of his start date.
In 2024, pursuant to his Letter Agreement, in connection with his appointment as Interim President and Chief Executive Officer, Mr. Janik received a special one-time restricted stock unit grant with a target value of $865,000 and did not otherwise participate in our long-term incentive program for 2024 or 2025. In addition, as previously disclosed, in 2024, in connection with our President and Chief Executive Officer transition plan, the Compensation Committee determined to grant to Ms. Lauber as a special retention award restricted stock units with a target grant date fair value of $1.0 million, of which two-thirds vested on December 31, 2025 and one-third will vest on July 1, 2026. In 2024, the Compensation Committee also approved a special retention grant consisting of time‑vesting restricted stock units to Mr. Van Genderen in the amount of $300,000. The restricted stock units granted to Mr. Van Genderen are generally subject to his continued employment until March 6, 2027.
Other Compensation
In addition to their base salaries and awards under incentive plans described above, our named executive officers receive matching contributions under our 401(k) plan in the same manner as all of our employees who participate in the plan. During 2025, for our named executive officers we matched 100% of each participant’s pre‑tax contributions up to the first 3.00% of base salary and 50% of such contributions over 3.00% up to 6.00% of base salary up to the maximum allowed by the plan. We also maintain a Company stock fund in the 401(k) plan allowing employees to direct up to 20% of their 401(k) account balance into the fund.
We maintain the Douglas Dynamics Nonqualified Deferred Compensation Plan (the “Deferred Compensation Plan”), in which our named executive officers are eligible to participate, to serve in part as a vehicle to provide replacement benefits to these executive officers. The Deferred Compensation Plan permits us to make discretionary contributions to the accounts of participants, and in 2025 we made annual contributions having an actuarial equivalent value of the annual pension accrual that participants lost as a result of being unable to continue participating in the Douglas Dynamics, L.L.C. Salaried Pension Plan. The amounts that we contributed to the accounts of our named executive officers in 2025 having such an actuarial value are set forth in the column titled “All Other Compensation” in the “Summary Compensation Table.” The Deferred Compensation Plan also permits participants to defer on an elective basis up to 80% of their respective base salaries and up to 100% of their respective bonuses and performance‑based compensation. For further description of the Deferred Compensation Plan, please see below under “—Narrative Disclosure to Non‑Qualified Deferred Compensation for 2025 Table.”
Each named executive officer is also eligible to participate in all other benefit plans and programs that are or may be available to our other executive employees, including any health insurance or health care plan, disability insurance, vacation and sick leave, and other similar plans. In addition, our named executive officers also receive supplemental life and long‑term disability coverage and are eligible for Company-paid or reimbursed executive physicals. Other than the supplemental life and long‑term disability coverage described in this paragraph, our named executive officers received no perquisites in 2025. One of our named executive officers received an executive physical in 2025.
Severance, Change of Control and Other Arrangements With Our Named Executive Officers
During 2025, we maintained employment agreements with each of our named executive officers other than Mr. Janik.
Under the employment agreements, the named executive officers were eligible for severance benefits upon a qualifying termination.
Each of Mr. Van Genderen’s (after his appointment as our President and Chief Executive Officer), Ms. Lauber’s and Mr. Bernauer’s (following his hiring as our President – Work Truck Attachments) employment agreements as in effect during their service in 2025 stated that, upon a qualifying termination of employment without cause or resignation due to a material breach of the agreement by us prior to a change of control, they would be entitled to receive severance equal to the sum of the executive’s annual base salary plus the executive’s target annual bonus. If Mr. Van Genderen’s, Ms. Lauber’s or Mr. Bernauer’s employment were terminated without cause or as a result of resignation with good reason during the 24 months following the event of a change of control, then they would be entitled to receive severance equal to the product of one and three-quarters multiplied by the sum of their respective annual base salaries plus their respective target bonuses. Mr. Van Genderen, Ms. Lauber and Mr. Bernauer would also have been eligible for continued coverage under the Company’s benefit plans at the active employee rates for up to 12 months following termination of employment.
For purposes of the employment agreements, a “change of control” means any time (a) any person, other than certain affiliates, becomes the beneficial owner of 50% or more of the combined voting power of our outstanding voting securities; (b) during any period of two consecutive years, the majority of our Board changes (other than through Board-approved appointments); (c) certain extraordinary transactions involving our company become effective or are consummated; or (d) a sale, transfer or any other disposition (including, without limitation, by way of spin-off, distribution, complete liquidation or dissolution) of all or substantially all of our business or assets to an unrelated third party is consummated. A termination of employment is generally deemed to be for “good reason” under the amended and restated employment agreements if the executive terminates employment following a material reduction in the executive’s base salary, a material adverse change in the executive’s responsibilities or certain required relocations of the executive’s principal place of employment.
In addition to the benefits described above, each of our named executive officers would have been entitled, at the discretion of our Board, to receive a pro‑rated portion of his or her annual bonus under the Annual Incentive Plan if his or her employment were terminated for any reason other than a termination by us for cause or resignation other than for a material breach.
We compete for executive talent in a highly competitive market in which companies routinely offer similar benefits to named executive officers. We view these benefits as appropriate for the named executive officers who may not be in a position to readily obtain comparable employment within a reasonable period of time.
Please refer to the discussion below under “—Potential Payments upon Termination or Change of Control” for further discussion of our severance and change of control arrangements.
Stock Ownership Guidelines
One of the key objectives of our executive compensation program is alignment of the interests of our executive officers with the interests of our stockholders. We believe that ensuring that executive officers are stockholders and have a significant financial interest in our Company is an effective means to accomplish this objective. Our Board has approved stock ownership guidelines setting levels of ownership of our common stock that our executive officers, including our named executive officers, and our non‑employee directors are expected to satisfy within five years. The ownership requirements are as follows:
|
Position |
Ownership Requirement |
|
|
Chief Executive Officer |
3x Base Salary |
|
|
Other Executive Officers |
2x Base Salary |
|
|
Non‑Employee Directors |
5x Cash Portion of Annual Retainer |
|
Newly appointed executive officers and non‑employee directors (after the effective date of the guidelines) will have until the fifth anniversary of their appointment to satisfy their ownership requirement. Each of our executive officers and non‑employee directors has either satisfied the ownership requirements under the guidelines or has additional time to do so.
Compensation Recovery Policy
We maintain a compensation recovery policy (“Clawback Policy”) governing the recovery of erroneously awarded incentive-based compensation consistent with the requirements of the SEC and the NYSE. The Clawback Policy provides that, if we are required to prepare a qualifying accounting restatement, then, unless an exception applies, we will recover reasonably promptly the excess of (1) the amount of incentive-based compensation received by a person who served as a covered officer at any time during the applicable performance period during the three completed years immediately preceding the date we are required to prepare the accounting restatement over (2) the amount that would have been received had it been determined based on the restated financials. The Clawback Policy applies to incentive-based compensation received by a covered officer on or after October 2, 2023.
Long-Term Incentive Grant Timing
Anti‑Hedging Policy
Because certain forms of hedging or monetization transactions, such as zero cost collars and forward sale contracts involve the establishment of short positions in our securities and limit or eliminate the ability to profit from an increase in the value of our securities, we maintain a policy prohibiting our executive officers and directors from engaging in any hedging or monetization transactions involving our securities.
Tax Deductibility
In designing our 2025 compensation program, the Compensation Committee considered the potential effects of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”) on the compensation paid to our named executive officers. Code Section 162(m) generally limits the amount of compensation that a publicly held corporation may deduct in any one year with respect to its covered employees, a group that generally includes the named executive officers, to $1 million. The Compensation Committee reserves the discretion to authorize compensation in excess of the $1 million deduction limit if it believes such payments are appropriate to attract and retain executive talent.
Summary Compensation Table for Fiscal Year Ended December 31, 2025
|
Name and Principal Position |
Year |
Salary(1) |
Bonus |
Stock |
Non‑Equity (3) |
Change in |
All Other (5) |
Total |
||||||||||||||||||||||
|
Mark Van Genderen |
2025 |
$ | 651,421 | $ | — | $ | 1,110,239 | $ | 1,219,611 | $ | — | $ | 27,294 | $ | 3,008,565 | |||||||||||||||
|
President and Chief Executive Officer(6) |
2024 |
$ | 362,951 | $ | — | $ | 462,171 | $ | 196,196 | $ | — | $ | 27,069 | $ | 1,048,387 | |||||||||||||||
|
2023 |
$ | 340,000 | $ | — | $ | 179,053 | $ | 32,066 | $ | — | $ | 26,114 | $ | 577,233 | ||||||||||||||||
|
James L. Janik |
2025 |
$ | 180,833 | $ | — | $ | 114,596 | $ | — | $ | — | $ | — | $ | 295,429 | |||||||||||||||
|
Executive Chairman and Interim President and CEO(7) |
2024 |
$ | 563,218 | $ | — | $ | 1,049,970 | $ | — | $ | — | $ | — | $ | 1,613,188 | |||||||||||||||
|
Sarah C. Lauber |
2025 |
$ | 508,000 | $ | — | $ | 847,133 | $ | 663,817 | $ | — | $ | 26,547 | $ | 2,045,497 | |||||||||||||||
|
2024 |
$ | 472,909 | $ | — | $ | 1,496,852 | $ | 441,823 | $ | — | $ | 42,559 | $ | 2,454,143 | ||||||||||||||||
|
Executive Vice President, Chief Financial Officer and Secretary |
2023 |
$ | 472,909 | $ | — | $ | 448,298 | $ | 76,342 | $ | — | $ | 30,628 | $ | 1,028,177 | |||||||||||||||
|
Christopher E. Bernauer President, Work Truck Attachments(8) |
2025 |
$ | 335,342 | $ | 34,000 | $ | 234,488 | $ | 404,700 | $ | — | $ | 15,740 | $ | 1,024,271 | |||||||||||||||
|
(1) |
Reflects salary amounts actually paid during the year indicated. As required by applicable SEC regulations, for Mr. Janik, the amount includes $55,833 in cash retainers for 2025 for his service as a member of the Board following his cessation of services as Interim President and Chief Executive Officer. |
|
(2) |
Reflects the grant date fair value of stock awards as determined pursuant to Accounting Standards Codification (“ASC”) Topic 718. See Note 13, Stock‑based Compensation in the notes to the consolidated financial statements contained in our Annual Report on Form 10‑K for the year ended December 31, 2025. Because the performance share units granted in 2025 have three separate annual performance periods rather than a single three-year performance period, and each year’s performance goals will be set only at the beginning of the applicable year, under ASC Topic 718, only the first tranche of the grants corresponding to the first performance year in 2025 have a grant date in 2025, and the grant date fair value of the stock awards in the table above therefore reflects only a portion of the performance share units. Likewise, because the performance share units granted in 2024 have three separate annual performance periods rather than a single three-year performance period, and each year’s performance goals will be set only at the beginning of the applicable year, under ASC Topic 718, the second tranche of the grants corresponding to the second performance year in 2025 have a grant date in 2025, and the grant date fair value of the stock awards in the table above therefore reflects that portion of the performance share units granted in 2024. The amounts shown in the table above relating to the performance share units for 2025, valued at the grant date based upon the probable outcome of the performance goals pursuant to ASC Topic 718, are as follows: Mr. Van Genderen—$524,806; Ms. Lauber—$486,433; and Mr. Bernauer—$78,295. The value of these awards at the grant date assuming that the maximum level of performance conditions would be achieved is as follows: Mr. Van Genderen—$524,806; Ms. Lauber—$486,433; and Mr. Bernauer—$78,295. As required by applicable SEC regulations, for Mr. Janik, the amount includes $114,596 attributable to his equity retainer for 2025 for serving as a member of the Board following his cessation of services as Interim President and Chief Executive Officer. |
|
(3) |
Reflects the actual payouts for the 2025, 2024, and 2023 Annual Incentive Plan, respectively. |
|
(4) |
There were no above market or preferential earnings on nonqualified deferred compensation. |
|
(5) |
Reflects Company contributions to the 401(k) plan, Company contributions to the Douglas Dynamics Nonqualified Deferred Compensation Plan and the cost of Company‑paid insurance premiums and executive physicals. See table below. |
|
Name |
401(k) |
Contribution |
Company |
Executive Physicals |
Total |
|||||||||||||||
|
Mark Van Genderen |
$ | 15,570 | $ | — | $ | 11,544 | $ | — | $ | 27,294 | ||||||||||
|
James L. Janik |
$ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||
|
Sarah C. Lauber |
$ | 14,871 | $ | — | $ | 799 | $ | 10,877 | $ | 26,547 | ||||||||||
|
Christopher E. Bernauer |
$ | 7,385 | $ | — | $ | 8,355 | $ | — | $ | 15,740 | ||||||||||
|
(6) |
Mr. Van Genderen was appointed as our President and Chief Executive Officer on March 3, 2025. Prior to his appointment as our President and Chief Executive Officer, he served as our Chief Operating Officer since September 17, 2024 and, prior to that, as our President – Work Truck Attachments. |
|
(7) |
Mr. Janik was appointed to serve as Executive Chairman from May 16, 2024 through July 8, 2024 and as our Interim President and Chief Executive Officer (and returning to serving as non-executive Chairman of the Board) from July 9, 2024 to Mr. Van Genderen’s appointment as President and Chief Executive Officer on March 3, 2025. Mr. Janik continued as Chairman of the Board until April 30, 2025, and after such time remains as a member of the Board. As required by applicable SEC regulations, Mr. Janik’s compensation for 2025 includes the compensation he received for his service as a member of the Board following his cessation of services as Interim President and Chief Executive Officer. |
|
(8) |
Mr. Bernauer joined us as our President – Work Truck Attachments on February 28, 2025. Bonus reflects a one-time sign-on cash bonus of $34,000. |
Grants of Plan‑Based Awards in 2025
|
Estimated Future Payouts Under |
Estimated Future Payouts |
|||||||||||||||||||||||||||||||||||||||
|
Name |
Grant Date |
Date of Committee Action |
Threshold |
Target |
Maximum |
Threshold |
Target |
Maximum |
All Other of Units (3) |
Grant Date Value Stock(4) |
||||||||||||||||||||||||||||||
|
Mark Van Genderen |
2/19/2025 |
— | — | — | — | 4,479 | 8,958 | — | $ | 125,475 | ||||||||||||||||||||||||||||||
|
2/19/2025 |
— | — | — | — | — | — | 8,386 | $ | 220,887 | |||||||||||||||||||||||||||||||
|
3/3/2025 |
— | — | — | — | 4,659 | 9,318 | — | $ | 136,928 | |||||||||||||||||||||||||||||||
|
3/3/2025 |
— | — | — | — | — | — | 13,978 | $ | 364,546 | |||||||||||||||||||||||||||||||
| $ | 0 | $ | 700,000 | $ | 1,400,000 | — | — | — | — | — | ||||||||||||||||||||||||||||||
|
James L. Janik(5) |
3/3/2025 |
4,394 | $ | 114,595 | ||||||||||||||||||||||||||||||||||||
|
Sarah C. Lauber |
2/19/2025 |
— | — | — | — | 8,779 | 17,558 | — | $ | 486,433 | ||||||||||||||||||||||||||||||
|
2/19/2025 |
— | — | — | — | — | — | 13,694 | $ | 360,700 | |||||||||||||||||||||||||||||||
| $ | 0 | $ | 381,000 | $ | 762,000 | — | — | — | — | — | ||||||||||||||||||||||||||||||
|
Christopher E. Bernauer |
3/3/2025 |
— | — | — | — | 1,332 | 2,664 | — | $ | 78,295 | ||||||||||||||||||||||||||||||
|
3/3/2025 |
— | — | — | — | — | — | 5,989 | $ | 156,193 | |||||||||||||||||||||||||||||||
| $ | 0 | $ | 300,000 | $ | 600,00 | — | — | — | — | — | ||||||||||||||||||||||||||||||
|
(1) |
Amounts reported above reflect the potential performance-based incentive cash payments each executive could earn pursuant to the Annual Incentive Plan for 2025 with the following explanations: |
|
• |
Threshold—a minimum level of performance is required to begin earning an incentive. However, the payout can range from $0 up to the maximum payout. Therefore, we have indicated $0 in the threshold column. |
|
• |
Target (100% of annual base salary for our CEO, 75% for the other named executive officers)—the performance metrics are established to pay the indicated targeted incentive percentage of base salary for meeting expected performance levels as determined by the plan. |
|
• |
Maximum (200% of annual base salary for our CEO, 150% for the other named executive officers)—per the plan documentation, the indicated maximum payout percentage of base salary has been established. |
|
(2) |
First row represents the 2025 tranche of performance share units granted under our 2010 Stock Plan in March 2024. These performance share units will vest following the end of 2026 and would be earned based on three separate EPS and RONA performance period for 2024, weighted equally between EPS and RONA, subject to adjustment by up to 25% based on our relative TSR performance over 2024-2026. Second row represents the 2025 tranche of performance share units granted under our 2024 Stock Plan in March 2025. These performance share units will vest following the end of 2027 and would be earned based on three separate EPS and RONA performance period for 2025, weighted equally between EPS and RONA, subject to adjustment by up to 25% based on our relative TSR performance over 2025-2027. |
|
(3) |
The February 19, 2025 and March 3, 2025 grants (other than the grant to Mr. Janik) represent grants of restricted stock units subject to ratable vesting in three annual installments beginning March 6, 2026. The grant shown in this column for Mr. Janik represents his equity retainer for 2025 for serving as a member of the Board following his cessation of services as Interim President and Chief Executive Officer. |
|
(4) |
Represents grant date fair value as calculated pursuant to ASC Topic 718. |
|
(5) |
Represents Mr. Janik’s equity retainer for 2025 for serving as a member of the Board following his cessation of services as Interim President and Chief Executive Officer. |
Narrative Disclosure to Summary Compensation Table for Year Ended December 31, 2025 and Grants of Plan‑Based Awards in Year 2025 Table
Certain elements of compensation set forth in the Summary Compensation Table for Fiscal Year Ended December 31, 2025, and Grants of Plan‑Based Awards in 2025 table reflect the terms of employment agreements between us and the named executive officers.
Mark Van Genderen. During 2024, we were party to an employment agreement with Mr. Van Genderen that was originally entered into on January 6, 2023, and his title and base salary were subsequently updated in September 2024 with Mr. Van Genderen’s appointment by the Board as our Chief Operating Officer. The agreement generally remains effective until we give or are provided by Mr. Van Genderen 60 days’ notice of termination. The agreement provided for a base salary of at least $340,000 per year, subject to annual review and adjustment, which was adjusted to $420,000 per year with Mr. Van Genderen’s appointment by the Board as our Chief Operating Officer in September 2024. In addition, Mr. Van Genderen was eligible to receive an annual performance bonus with a target level as determined by the Board from time to time. Mr. Van Genderen’s employment agreement was subsequently amended and restated effective March 3, 2025, in connection with his appointment by the Board as our President and Chief Executive Officer. Under the amended and restated employment agreement, Mr. Van Genderen will receive an annual base salary of at least $700,000 and have a target award level of at least 100% of his base salary under the Company’s annual incentive plan. Mr. Van Genderen will also have at least a 160% of base salary target award level under the Company’s long-term incentive plan.
Sarah C. Lauber. We are party to an employment agreement with Ms. Lauber that was amended and restated on October 31, 2022. The agreement generally remains effective until we give or are provided by Ms. Lauber 60 days’ notice of termination. The agreement provides for a base salary of $450,390 per year, subject to annual review and adjustment at the discretion of our Board. In addition, Ms. Lauber is eligible to receive an annual performance bonus with a target level of no less than 75% of her base salary.
Christopher E. Bernauer. We are party to an employment agreement with Mr. Bernauer that we entered into in connection with his hiring as our President – Work Truck Attachments. The employment agreement provides for a base salary of $400,000 per year, subject to annual review and adjustment at the discretion of our Board. In addition, Mr. Bernauer is eligible to receive an annual performance bonus with a target level of no less than 75% of his base salary. The agreement also provided for a special one-time sign-on cash bonus of $34,000 to Mr. Bernauer, subject to pro rata repayment if he terminates his employment voluntarily or is terminated for cause within 24 months of his start date, and a restricted stock unit grant with a target value of $50,000, vesting ratably on each of the first three anniversaries of his start date.
Outstanding Equity Awards at Year End 2025
The following table sets forth for each named executive officer unvested restricted stock and performance share units as of the end of 2025. None of the named executive officers had unexercised stock options as of the end of 2025.
|
Stock Awards |
||||||||||||||||
|
Name |
Number of |
Market |
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(2) |
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) |
||||||||||||
|
Mark Van Genderen |
37,589 | (3) | $ | 1,227,281 | 23,882 | $ | 779,747 | |||||||||
|
James L. Janik |
— | — | — | — | ||||||||||||
|
Sarah C. Lauber |
38,703 | (4) | $ | 1,263,653 | 31,591 | $ | 1,031,446 | |||||||||
|
Christopher E. Bernauer |
5,989 | (5) | $ | 195,542 | 2,664 | $ | 86,980 | |||||||||
|
(1) |
Based on a market value as of December 31, 2025, of $32.65 per share, which was the closing sale price of a share of our common stock on the last trading day of the year. |
|
(2) |
The amounts shown in this column are based on the following target or maximum performance share units, as indicated in the narrative following the table: |
|
Name |
Granted February 13, 2023 |
Granted March 11, 2024 |
Granted in 2025 |
|||||||||
|
Mark Van Genderen |
3,922 | 1,684 | 18,276 | |||||||||
|
Sarah C. Lauber |
9,819 | 4,214 | 17,558 | |||||||||
|
Christopher E. Bernauer |
— | — | 2,664 | |||||||||
Actual performance with respect to the performance shares granted in 2023 was trending below target, actual performance with respect to the performance share units granted in 2024 was trending below target, and actual performance with respect to the performance share units granted in 2025 was trending above target. Consistent with the SEC’s disclosure requirements, we have therefore reported in the columns to which this footnote relates the number of shares that would be earned if target performance were achieved for performance share units granted in 2023, the number of shares that would be earned if target performance were achieved for performance share units granted in 2024, and the number of shares that would be earned if maximum performance were achieved for performance share units granted in 2025. The number of shares, if any, that will be earned and issued under the performance share unit awards granted in2023 is based on cumulative EPS (weighted at 50%) and cumulative RONA (weighted at 50%) over a three-year performance period from 2023-2025. The number of shares that will be earned and issued under the performance share unit awards granted in 2024 for which the 2024 performance period has ended will be determined on the basis of our relative TSR performance from 2024-2026. The number of shares that will be earned and issued under the performance share unit awards granted in 2025 for which the 2025 performance period has ended will be determined on the basis of our relative TSR performance from 2025-2027. Any shares earned will be issued shortly after end of the performance period.
|
(3) |
210,010 shares will vest on March 6, 2026, 20,125 shares will vest on March 6, 2027 and 7,454 shares will vest on March 6, 2028. |
|
(4) |
10,960 shares will vest on March 6, 2026, 14,400 shares will vest on July 1, 2026, 8,779 shares will vest on March 6, 2027 and 4,564 shares will vest on March 6, 2028. |
|
(5) |
1,997 shares will vest on March 6, 2026, 1,996 shares will vest on March 6, 2027 and 1,996 shares will vest on March 6, 2028. |
Option Exercises and Stock Vested in Fiscal 2025
The table below sets forth the number of shares of stock acquired by our named executive officers upon the vesting of equity awards during 2025. There were no option exercises in 2025.
|
Stock Awards |
||||||||
|
Name |
Number of |
Value |
||||||
|
Mark Van Genderen |
3,435 | $ | 88,417 | |||||
|
James L. Janik |
37,370 | $ | 1,093,073 | |||||
|
Sarah C. Lauber |
39,095 | $ | 1,205,327 | |||||
|
Christopher E. Bernauer |
- | - | ||||||
|
(1) |
Amounts represent the product of the number of shares acquired on vesting and the closing market price of the shares on the vesting date. |
Pension Benefits
We did not maintain a defined benefit pension plan during the year ended December 31, 2025.
Non‑Qualified Deferred Compensation for 2025
The following table sets forth information for the year ended 2025 regarding the Douglas Dynamics Nonqualified Deferred Compensation Plan. Mr. Janik was not eligible to participate in the Plan in 2025.
|
Name |
Executive |
Registrant |
Aggregate |
Aggregate |
Aggregate |
|||||||||||||||
|
Mark Van Genderen |
$ | 98,098 | $ | — | $ | 17,552 | $ | — | $ | 133,800 | ||||||||||
|
Sarah C. Lauber |
$ | — | $ | — | $ | 7,489 | $ | — | $ | 68,508 | ||||||||||
|
Christopher E. Bernauer |
$ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||
|
(1) |
All of the amounts shown in the “Registrant Contributions in Last FY” column are included in the “All Other Compensation” column of the “Summary Compensation Table” for the last completed fiscal year. |
|
(2) |
Includes the following amounts reported in the “Summary Compensation Table” for years prior to the last completed fiscal year: Mr. Van Genderen —$18,181; Ms. Lauber—$61,019; Mr. Bernauer—$0. |
Narrative Disclosure to Non‑Qualified Deferred Compensation for 2025 Table
Since 2012, we have maintained a deferred compensation plan, the Douglas Dynamics Nonqualified Deferred Compensation Plan (the “Deferred Compensation Plan”). Amounts deferred under the Deferred Compensation Plan during 2025 are included in the table above. We adopted the Deferred Compensation Plan in conjunction with our decision to freeze or reduce the rates of benefit accruals under the Douglas Dynamics, L.L.C. Salaried Pension Plan, which was a tax-qualified pension plan. The Douglas Dynamics, L.L.C. Salaried Pension Plan was subsequently terminated in 2019. As a result of the freezing or reduction of the rates of benefit accruals under the tax‑qualified pension plan, the tax‑qualification rules under the Code applicable to the plans no longer permitted certain of our highly compensated employees, including our named executive officers, to continue to accrue benefits under the tax-qualified plan. Accordingly, the Deferred Compensation Plan was adopted in part to serve as a vehicle to provide replacement benefits to these executive officers.
The Deferred Compensation Plan permits us to make discretionary contributions to the accounts of participants, and in 2025 we made annual contributions having an actuarial equivalent value of the annual pension accrual that participants lost as a result of being unable to continue participating in the Douglas Dynamics, L.L.C. Salaried Pension Plan. The Deferred Compensation Plan also permits participants to defer on an elective basis up to 80% of their respective base salaries and up to 100% of their respective bonuses and performance‑based compensation.
The amounts allocated under the Deferred Compensation Plan in any year are credited to a bookkeeping account to be maintained in the name of that participant under the Deferred Compensation Plan. Participants in the Deferred Compensation Plan are immediately and fully vested in their Deferred Compensation Plan account. Deferred Compensation Plan participants’ accounts are credited with a deemed investment return determined as if the account were invested in one or more investment alternatives selected by the Company for corporate‑owned life insurance policies that we intend to use to fund our obligations under the Deferred Compensation Plan.
Allocations of our contributions and amounts deferred by participants under the Deferred Compensation Plan, if any, and deemed investment returns to a participant’s Deferred Compensation Plan account are generally not subject to Federal income tax, and we will not receive a deduction for the amounts deferred or allocated to a participant’s account, until those amounts are distributed pursuant to the Deferred Compensation Plan.
We will distribute the balance of a participant’s Deferred Compensation Plan account attributable to our contributions upon the later of the participant’s separation from service or age 55, or upon the occurrence of an unforeseeable hardship (in an amount necessary to address the hardship). We will distribute the balance of the participant’s Deferred Compensation Plan account attributable to employee contributions upon the participant’s separation from service, whether or not the participant has attained age 55, or upon the occurrence of an unforeseeable hardship (in an amount necessary to address the hardship). The distribution will be in a lump sum or up to ten installments, as elected by the participant, except that the distribution will automatically be made in a lump sum in the case of a hardship distribution or if the participant’s account balance is less than $25,000 at the time a separation from service. Participants also may elect in advance to have all or a portion of their own contributions distributed prior to a separation from service upon a designated date, subject to requirements specified in the Deferred Compensation Plan. Such distributions may be made in a lump sum or in up to five installments. Our obligations to make distributions under the Deferred Compensation Plan are our general, unsecured obligations and rank equally with our other unsecured and unsubordinated indebtedness.
Potential Payments upon Termination or Change of Control
The information below describes certain compensation and benefits to which our named executive officers are entitled in the event their employment is terminated under certain circumstances and/or a change of control occurs. See the table at the end of this section for the amount of compensation and benefits that would have become payable under existing plans and contractual arrangements assuming a termination of employment and/or change of control had occurred on December 31, 2025 assuming a market value of our common stock on December 31, 2025, of $32.65 (which was the closing sale price of a share of our common stock on the last trading day of the year) given the named executive officers’ compensation and service levels as of such date. There can be no assurance that an actual triggering event would produce the same or similar results as those estimated if such event occurs on any other date or at any other price, or if any other assumption used to estimate potential payments and benefits is not correct. Due to the number of factors that affect the nature and amount of any potential payments or benefits, any actual payments and benefits may be different.
Involuntary Termination Without Cause or Resignation Due to Material Breach
As described above, we or our affiliates were party to employment agreements with each of our named executive officers, other than Mr. Janik, during 2025. Under the employment agreements, if we terminated the executive’s employment without Cause (as defined below), or if the executive were to terminate his or her employment due to a Material Breach (as defined below) by us, in each case prior to a change of control, the executive would have been entitled to receive severance benefits.
Mr. Janik’s Letter Agreement did not provide for severance benefits upon a termination of employment of any kind.
Mr. Van Genderen’s, Ms. Lauber’s, and Mr. Bernauer’s employment agreements stated that, upon a qualifying termination of employment without Cause or resignation due to a Material Breach prior to a change of control, they would have been entitled to receive severance equal to the sum of the executive’s annual base salary plus the executive’s target annual bonus. If Mr. Van Genderen’s, Ms. Lauber’s, or Mr. Bernauer’s employment had been terminated without Cause or as a result of resignation with good reason during the 24 months following the event of a change of control, then they would have been entitled to receive severance equal to the product of one and three-quarters multiplied by the sum of their respective annual base salaries plus their respective target bonuses. Mr. Van Genderen, Ms. Lauber and Mr. Bernauer would also be eligible for continued coverage under the Company’s benefit plans at the active employee rates for up to 12 months following termination of employment.
Under the employment agreements with the named executive officers, “Cause” means the occurrence or existence of any of the following with respect to an executive, as determined in good faith by a majority of the disinterested members of our Board: (a) a material breach by the executive of any of his or her material obligations under the employment agreement which remains uncured after the lapse of 30 days following the date that we have given the executive written notice thereof; (b) a material breach by the executive of his or her duty not to engage in any transaction that represents, directly or indirectly, self‑dealing with us or any of our respective affiliates which has not been approved by a majority of the disinterested members of our Board, if in any such case such material breach remains uncured after the lapse of 30 days following the date that we have given the executive written notice thereof; (c) the repeated material breach by the executive of any material duty referred to in clause (a) or (b) above as to which at least two written notices have been given pursuant to such clause (a) or (b); (d) any act of misappropriation, embezzlement, intentional fraud or similar conduct involving us; (e) the conviction or the plea of nolo contendere or the equivalent in respect of a felony involving moral turpitude; (f) intentional infliction of any damage of a material nature to any of our property; or (g) the repeated non‑prescription abuse of any controlled substance or the repeated abuse of alcohol or any other non‑controlled substance which, in any case described in this clause, our Board reasonably determines renders the executive unfit to serve us as an officer or employee.
Under the employment agreements with our named executive officers, the executive has the right to terminate his employment if (a) we fail to perform a material condition or covenant of the employment agreement that remains uncured after an applicable cure period or (b) we repeatedly fail to perform a material condition or covenant of the employment agreement as to which at least two written notices have been given by the executive (each of clause (a) and (b), a “Material Breach”).
Each of the named executive officers with an employment agreement is subject to a non‑competition obligation that prevents the executive officer from working for our competitors, a non‑solicit obligation that prevents the executive officer from soliciting our customers or employees and a confidentiality obligation, in each case for two years after termination of employment.
Termination due to Death, Disability or Retirement
Under the employment agreements, if the executive’s employment terminated due to death, Disability (as defined below) or retirement, the executive would generally not be entitled to severance benefits except as follows. In the event of an executive’s death, we would be obligated to continue coverage of such executive’s dependents (if any) under all benefit plans and programs for a period of six months at no charge to the dependents. Our restricted stock units granted to our named executive officers also provide for continued vesting upon retirement after age 65 or after age 55 with ten years of service. The performance share units that we granted to the named executive officers in 2023, 2024 and 2025 also provide for potential full vesting upon a retirement at least six months after the grant date, contingent on actual performance through the end of the performance period, and potential pro rata vesting at the target level upon a termination as a result of death or disability at least six months after the grant date.
Under the employment agreements, “Disability” means a disability that renders the executive unable to perform the essential functions of his position, even with reasonable accommodation, for a period of 60 consecutive days or for 90 days within any 180-day period.
Change of Control
Restricted Stock and Restricted Stock Units. Under the terms of the 2010 Stock Plan and the 2024 Stock Plan, in the event of a change of control (as defined below), the Compensation Committee or our Board, in its discretion, may, among other alternatives, accelerate the vesting of all of the then‑unvested shares of restricted stock held by each of our named executive officers. Under the terms of the restricted stock unit award agreements, the vesting of then‑unvested restricted stock units that are continued, assumed or substituted in the change of control will not automatically accelerate unless the executive’s employment is terminated other than for serious misconduct or the executive resigns for good reason within 24 months after the change of control. If the restricted stock units are not continued, assumed or substituted, then vesting will be accelerated upon the change of control.
Performance Share Units. Under the terms of the 2010 Stock Plan and the 2024 Stock Plan, in the event of a change of control (as defined below), the Compensation Committee or our Board, in its discretion, may, among other alternatives, accelerate the vesting of all of the then‑unvested performance share units held by each of our named executive officers. Under the terms of the performance share unit award agreements, the vesting of then unvested performance share units that are continued, assumed or substituted in the change of control will not automatically accelerate unless the executive’s employment is terminated other than for serious misconduct or the executive resigns for good reason within 24 months after the change of control, but they will be converted into time-vesting restricted stock units at the target level if the change of control occurs within the first year of the performance period or at the actual performance level if the change of control occurs after the first year. If the performance share units are not continued, assumed or substituted in the change of control, the performance share units will become earned and vested (a) assuming target performance if the change of control occurs within the first year of the performance period; or (b) at actual performance through the date of the change of control if the change of control occurs on or after the first year of the performance period.
For purposes of the 2010 Stock Plan and the 2024 Stock Plan, a “change of control” means any time (a) any person, other than certain affiliates, becomes the beneficial owner of 50% or more of the combined voting power of our outstanding voting securities; (b) during any period of two consecutive years, the majority of our Board changes (other than through Board‑approved appointments); (c) certain extraordinary transactions involving our Company become effective or are consummated; or (d) a sale, transfer or any other disposition (including, without limitation, by way of spin‑off, distribution, complete liquidation or dissolution) of all or substantially all of our business and/or assets to an unrelated third party is consummated.
The table below sets forth the estimated value of the potential payments to each of our currently-serving named executive officers other than Mr. Janik, assuming the executive’s employment had terminated on December 31, 2025 and/or that a change of control had occurred on that date, and assuming that the vesting of all unvested restricted stock, restricted stock unit and performance share unit awards was accelerated upon a change of control. Mr. Janik is omitted from this table because pursuant to his Letter Agreement, as Interim President and Chief Executive Officer, he was not entitled to any severance or other benefits upon his termination from employment for any reason.
|
Name |
Termination a change of control |
Termination |
Termination |
Termination |
Change of without termination of employment |
Change of control and related qualifying termination of employment |
||||||||||||||||||
|
Mark Van Genderen |
||||||||||||||||||||||||
|
Severance |
$ | 1,427,294 | — | — | — | — | $ | 2,477,294 | ||||||||||||||||
|
Dependent COBRA Coverage |
— | $ | 10,816 | — | — | — | — | |||||||||||||||||
|
Annual Incentive Plan Bonus |
— | $ | 1,219,611 | $ | 1,219,611 | — | — | — | ||||||||||||||||
|
Restricted Stock and Units(1) |
— | — | — | — | $ | 1,227,281 | — | |||||||||||||||||
|
Performance Share Units(1) |
— | — | — | — | $ | 638,242 | — | |||||||||||||||||
|
Sarah C. Lauber |
||||||||||||||||||||||||
|
Severance |
$ | 914,748 | — | — | — | — | $ | 1,581,498 | ||||||||||||||||
|
Dependent COBRA Coverage |
— | $ | 10,816 | — | — | — | — | |||||||||||||||||
|
Annual Incentive Plan Bonus |
— | $ | 663,817 | $ | 663,817 | — | — | — | ||||||||||||||||
|
Restricted Stock and Units(1) |
— | — | — | — | $ | 1,263,653 | — | |||||||||||||||||
|
Performance Share Units(1) |
— | — | — | — | $ | 677,161 | — | |||||||||||||||||
|
Christopher E. Bernauer |
||||||||||||||||||||||||
|
Severance |
$ | 715,740 | — | — | — | — | $ | 1,240,740 | ||||||||||||||||
|
Dependent COBRA Coverage |
— | $ | 10,816 | — | — | — | — | |||||||||||||||||
|
Annual Incentive Plan Bonus |
— | $ | 404,700 | $ | 404,700 | — | — | — | ||||||||||||||||
|
Restricted Stock and Units(1) |
— | — | — | — | $ | 195,541 | — | |||||||||||||||||
|
Performance Share Units(1) |
— | — | — | — | $ | 86,980 | — | |||||||||||||||||
|
(1) |
Based on a market value as of December 31, 2025, of $32.65 per share, which was the closing sale price of a share of our common stock on the last trading day of 2025. Includes unvested shares of restricted stock or restricted stock units that were unvested as of December 31, 2025. |
Risk Assessment of our Compensation Policies and Practices
On an annual basis, our senior management team reviews all of our compensation policies and practices, including the incentives that they create and factors that may reduce the likelihood of excessive risk taking, to determine whether they present a significant risk to our Company. Management then reviews its findings with our Compensation Committee. Based on the most recent review, management and our Compensation Committee concluded that the risks arising from our compensation policies and practices are not reasonably likely to have a material adverse effect on our Company. Specifically, management and our Compensation Committee took into consideration as part of its review the fact that the compensation programs contain many design features that mitigate the likelihood of inducing excessive risk‑taking behavior. These features include a balance of fixed and variable compensation, with variable compensation tied both to short‑term objectives and the long‑term value of our Company, and multiple metrics in our incentive programs that balance profitability, cash management and other key business objectives.
Pay Ratio
As required by Item 402(u) of Regulation S‑K, we are providing the following information about the ratio of the median annual total compensation of our employees and the annual total compensation of Mr. Van Genderen, our President and Chief Executive Officer as of our determination date of December 31, 2025. For the year ended December 31, 2025:
|
• |
the annual total compensation of our median employee was reasonably estimated to be $69,456. |
|
• |
the annual total compensation of Mr. Van Genderen (calculated as described below) was $3,057,144. |
|
• |
Based on this information, the ratio of the annual total compensation of our chief executive officer to the annual total compensation of our median employees is estimated to be 44.02 to 1. |
We identified our median employee by examining wages reported in Box 1 on Form W‑2 for all individuals employed by us on December 31, 2025. whether full‑time, part‑time, or on a seasonable basis, except that, in reliance on the “de minimis” exemption, we excluded from our employee population any employee located in China. As of December 31, 2025, we had 10 employees located in China, which constituted less than 5% of our 1,764 total employees. The total number of our U.S. employees on December 31, 2025, irrespective of the de minimis exception, and used for the de minimis calculation, was 1,754, and the total number of our non-U.S. employees on December 31, 2025, irrespective of the de minimis exception was 10.
To identify our median employee, we annualized wages for all permanent employees who were hired after January 1, 2025, as permitted by SEC rules. Once we identified our median employee, we added together all of the elements of such employee’s compensation for 2025 in the same way that we calculate the annual total compensation of our named executive officers in the Summary Compensation Table.
To calculate Mr. Van Genderen’s annual compensation for purposes of the ratio, pursuant to the applicable SEC rules, we annualized his compensation disclosed in the Summary Compensation Table as follows:
|
Pay Element from 2025 Summary Compensation Table (“SCT”) |
Actual Value from SCT |
Value for CEO Pay Ratio Calculation |
Rationale |
|||||||||
|
Salary |
$ | 651,421 | $ | 700,000 | We annualized salary to reflect the amount that would have been received for a full year in the role of President and Chief Executive Officer. | |||||||
|
Bonus |
- | - | - | |||||||||
|
Stock Awards |
$ | 1,110,239 | $ | 1,110,239 | We did not annualize the stock awards amount because the grants received by Mr. Van Genderen were not pro rated. | |||||||
|
Non Equity Incentive Plan Compensation |
$ | 1,219,611 | $ | 1,219,611 | We did not annualize the non equity incentive plan compensation amount because the amount received by Mr. Van Genderen was not pro rated. | |||||||
|
Change in Pension Value and Nonqualified Deferred Compensation Earnings |
- | - | - | |||||||||
|
All Other Compensation |
$ | 27,294 | $ | 27,294 | We did not annualize the other compensation amount because the amount received by Mr. Van Genderen was not pro rated. | |||||||
|
Total |
$ | 3,008,565 | $ | 3,057,144 | Reflects annualization of salary. | |||||||
To calculate our ratio, we then divided Mr. Van Genderen’s annual total compensation as determined above by the annual total compensation of our median employee.
Pay Versus Performance Disclosure
We are providing the following disclosure comparing our named executive officer (“NEO”) compensation to company performance pursuant to the SEC rules relating to Section 14(i) of the Securities Exchange Act of 1934. The table below sets forth our pay versus performance disclosure in accordance with Item 402(v) of the SEC’s Regulation S-K.
| Value of $100 | ||||||||||||||||||||||||||||||||||||||||
|
Year |
Summary Compensation Table Total for PEO #1 (a) |
Compensation Actually Paid to PEO #1 (a) |
Summary Compensation Table Total for PEO #2 (a) |
Compensation Actually Paid to PEO #2 (b) |
Average Summary Compensation Table Total for Non-PEO NEOs (c) |
Average Compensation Actually Paid to Non-PEO NEOs (d) |
Total Share- holder Return (e) |
Peer Group Total Share- holder Return (f) |
Net Income (millions) (g) |
Adjusted EBITDA (millions) (h) |
||||||||||||||||||||||||||||||
|
2025 |
$ | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
|
2024 |
$ | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
|
2023 |
- | - | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
|
2022 |
- | - | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
|
2021 |
- | - | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
|
(a) |
The principal executive officer (“PEO”) #1 is |
|
(b) |
Compensation actually paid is adjusted from summary compensation table total compensation for changes in the fair value of outstanding unvested stock during the period plus dividends on unvested stock. See additional detail below. Because the performance share units granted in 2025 and 2024 have three separate annual performance periods rather than, as in prior years, a single three-year performance period, and each year’s performance goals will be set only at the beginning of the applicable year, under ASC Topic 718, only the first tranche of the grants corresponding to the first performance year in 2025 and the second tranche of the grants corresponding to the second performance year in 2024 have a grant date in 2025, and the grant date fair value of the stock awards in the summary compensation table therefore reflects only a portion of the performance share units. Likewise, the adjustments for the change in the fair value of the performance share units granted in 2025 to derive compensation actually paid are limited to the first tranche of the grants corresponding to the first performance year in 2025 and the second tranche of grants corresponding to the second performance year in 2024. The amounts shown for years prior to 2023 have been adjusted from the amounts shown in our Definitive Proxy Statement on Schedule 14A filed with the SEC on March 24, 2023 to reflect the treatment of certain awards as vested, solely for purposes of the compensation actually paid calculation, when the award holder reaches retirement eligibility under the terms of the award. |
|
(c) |
Includes Ms. Lauber for 2021, 2022, 2023,2024 and 2025; Mr. Bernauer for 2025; Ms. Evans for 2021, 2022, 2023 and 2024; Mr. Van Genderen for 2023 and 2024; and Keith Hagelin for 2020, 2021 and 2022. |
|
(d) |
Average of (c) adjusted for same items as PEO in (b). The amounts shown for years prior to 2023 have been adjusted from the amounts shown in our Definitive Proxy Statement on Schedule 14A filed with the SEC on March 24, 2023 to reflect the treatment of certain awards as vested, solely for purposes of the compensation actually paid calculation, when the award holder reaches retirement eligibility under the terms of the award. |
|
(e) |
Assumes $100 invested on market close on December 31, 2020 through end of the fiscal year for which Total Shareholder Return (“TSR”) is being calculated. TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. |
|
(f) |
Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the Russell 2000, which comprises the same issuers we use for purposes of Item 201(e)(1)(ii) of Regulation S-K. |
|
(g) |
Net income pursuant to U.S. GAAP |
|
(h) |
Represents our company selected measure – Adjusted earnings before interest, taxes, depreciation, and amortization (“Adjusted EBITDA”). Adjusted EBITDA represents net income (loss) before interest, taxes, depreciation and amortization, as further adjusted for certain charges consisting of unrelated legal and consulting fees, acquisition costs, stock based compensation, severance, restructuring charges, impairment charges, CEO transition costs, gain on sale leaseback transaction and related transaction costs, loss on disposal of fixed assets related to facility relocations, certain non-cash purchase accounting expenses, impairment charges, expenses related to debt modifications, loss on extinguishment of debt, and incremental costs related to the COVID-19 pandemic. |
To calculate compensation actually paid (“CAP”), the following amounts were deducted from and added to Summary Compensation Table (“SCT”) total compensation:
|
Adjustments to Determine Compensation “Actually Paid” for PEO #1 |
2025 |
2024 |
||||||
|
Deduction for amounts reported under the “Stock Awards” column in the SCT |
$ | ( |
) | $ | ( |
) | ||
|
Deduction for amounts reported under the “Option Awards” columns in the SCT |
$ | $ | ||||||
|
Increase for fair value of awards granted during year that remain unvested as of year end |
$ | $ | ||||||
|
Increase for fair value of awards granted during year that vest during year |
$ | $ | ||||||
|
Increase/deduction for change in fair value from prior year-end to current year-end of awards granted prior to year that were outstanding and unvested as of year-end |
$ | $ | ||||||
|
Increase/deduction for change in fair value from prior year-end to vesting date of awards granted prior to year that vested during year |
$ | $ | ||||||
|
Deduction of fair value of awards granted prior to year that were forfeited during year |
$ | $ | ||||||
|
Increase based upon incremental fair value of awards modified during year |
$ | $ | ||||||
|
Increase based on dividends or other earnings paid during year prior to vesting date of award |
$ | $ | ||||||
|
Total Adjustments |
$ | $ | ( |
) | ||||
|
Adjustments to Determine Compensation “Actually Paid” for PEO #2 |
2025 |
2024 |
2023 |
2022 |
2021 |
|||||||||||||||
|
Deduction for amounts reported under the “Stock Awards” column in the SCT |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | |||||
|
Deduction for amounts reported under the “Option Awards” columns in the SCT |
$ | $ | $ | $ | $ | |||||||||||||||
|
Increase for fair value of awards granted during year that remain unvested as of year end |
$ | $ | $ | $ | $ | |||||||||||||||
|
Increase for fair value of awards granted during year that vest during year |
$ | $ | $ | $ | $ | |||||||||||||||
|
Increase/deduction for change in fair value from prior year-end to current year-end of awards granted prior to year that were outstanding and unvested as of year-end |
$ | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | |||||||
|
Increase/deduction for change in fair value from prior year-end to vesting date of awards granted prior to year that vested during year |
$ | $ | ( |
) | $ | $ | ( |
) | $ | |||||||||||
|
Deduction of fair value of awards granted prior to year that were forfeited during year |
$ | $ | $ | $ | $ | |||||||||||||||
|
Increase based upon incremental fair value of awards modified during year |
$ | $ | $ | $ | $ | |||||||||||||||
|
Increase based on dividends or other earnings paid during year prior to vesting date of award |
$ | $ | $ | $ | $ | |||||||||||||||
|
Total Adjustments |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | |||||
|
Adjustments to Determine Compensation “Actually Paid” for Non-PEO NEOs |
2025 |
2024 |
2023 |
2022 |
2021 |
|||||||||||||||
|
Deduction for amounts reported under the “Stock Awards” column in the SCT |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | |||||
|
Deduction for amounts reported under the “Option Awards” columns in the SCT |
$ | $ | $ | $ | $ | |||||||||||||||
|
Increase for fair value of awards granted during year that remain unvested as of year end |
$ | $ | $ | $ | $ | |||||||||||||||
|
Increase for fair value of awards granted during year that vest during year |
$ | $ | $ | $ | $ | |||||||||||||||
|
Increase/deduction for change in fair value from prior year-end to current year-end of awards granted prior to year that were outstanding and unvested as of year-end |
$ | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | |||||||
|
Increase/deduction for change in fair value from prior year-end to vesting date of awards granted prior to year that vested during year |
$ | $ | ( |
) | $ | $ | ( |
) | $ | |||||||||||
|
Deduction of fair value of awards granted prior to year that were forfeited during year |
$ | $ | $ | $ | $ | |||||||||||||||
|
Increase based upon incremental fair value of awards modified during year |
$ | $ | $ | $ | $ | |||||||||||||||
|
Increase based on dividends or other earnings paid during year prior to vesting date of award |
$ | $ | $ | $ | $ | |||||||||||||||
|
Total Adjustments |
$ | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | |||||||
Required Tabular Disclosure of Most Important Measures to Determine 2025 CAP
The four performance measures listed below represent the most important financial performance measures used to link CAP for 2025 as further described in our Compensation Discussion and Analysis.
|
Most Important Performance Measures |
|
|
|
|
|
|
|
|
|
|
|
|
Graphical Descriptions of Relationships Between CAP and Certain Financial Performance Measure Results
The following graphics provide a description of the relationships between CAP and certain financial performance measures. We have aggregated the CAP for our two PEOs for 2024 and 2025 in the following graphics.
DIRECTOR COMPENSATION
In 2025, compensation for our non‑employee directors consisted of the following:
|
• |
annual cash retainer fee for all outside directors of $75,000; |
|
• |
additional retainer fee of $110,000 in the form of fully vested restricted stock units (through grants made in February 2025), updated to $120,000 for grants made in April 2025 and beyond; |
|
• |
additional cash retainer fee for our lead independent director (if any) of $25,000; |
|
• |
additional cash retainer fee for our Audit Committee chairman of $15,000; |
|
• |
additional cash retainer fee for our Compensation Committee chairman of $12,500; |
|
• |
additional cash retainer fee for our Nominating and Corporate Governance Committee chairman of $10,000; and |
|
• |
additional cash retainer fee for our chairman of the Board of $75,000. |
We also reimburse all directors for out‑of‑pocket expenses incurred in connection with attendance at Board and committee meetings. The restricted stock units have historically been granted annually during the first quarter Nominating and Corporate Governance Committee meeting of the year, though this will change to grants in the second quarter beginning in 2026. The restricted stock units and the underlying shares are issued to our outside directors pursuant to our 2024 Stock Plan.
In 2025, the Nominating and Corporate Governance Committee determined to raise the additional retainer fee for directors in the form of fully vested restricted stock units to $120,000 to be more competitive with market practices. When Ms. Ansberry and Mr. Nelson joined the Board, their pro-rated grant of restricted stock units was based on the $120,000 retainer fee.
The table below sets forth information regarding the compensation of our non-employee directors for 2025. Mr. Janik, who served as our Interim President and Chief Executive Officer in 2025, received no additional compensation for his service as a director in 2025 while employed as an executive officer of our Company.
|
Name |
Fees Earned or Paid in Cash |
Stock Awards(1) |
Total |
|||||||||
|
James L. Janik(2) |
(2) | (2) | (2) | |||||||||
|
Donald W. Sturdivant |
$ | 120,833 | $ | 114,596 | $ | 235,429 | ||||||
|
Kenneth W. Krueger |
$ | 75,000 | $ | 114,596 | $ | 189,596 | ||||||
|
Margaret Dano(3) |
$ | 85,000 | $ | 114,596 | $ | 199,596 | ||||||
|
Lisa R. Bacus |
$ | 87,500 | $ | 114,596 | $ | 202,096 | ||||||
|
Joher Akolawala |
$ | 90,000 | $ | 114,596 | $ | 204,596 | ||||||
|
Jennifer I. Ansberry(4) |
$ | 0 | $ | 59,247 | $ | 59,247 | ||||||
|
Bradley M. Nelson(5) |
$ | 0 | $ | 59,247 | $ | 59,247 | ||||||
|
(1) |
Reflects the grant date fair value of restricted stock unit awards as determined pursuant to ASC Topic 718. See Note 13 Stock‑Based Compensation, in the notes to the consolidated financial statements contained in our Annual Report on Form 10‑K for the year ended December 31, 2025. Each outside director, outside of Ms. Ansberry and Mr. Nelson received 4,394 restricted stock units. Ms. Ansberry and Mr. Nelson each received 1,928 restricted stock units. |
|
(2) |
As required by applicable SEC regulations, compensation of $170,429 paid to Mr. Janik in 2025 for his service as a director is reflected in the “Summary Compensation Table” above, and is not included as director compensation in this “Director Compensation” table. |
|
(3) |
Amounts listed in the table above reflect Ms. Dano’s service as a director until her retirement from the Board effective November 1, 2025. |
|
(4) |
Ms. Ansberry joined the Board of Directors effective October 29, 2025. Amounts listed in the table above are based on her start date. |
|
(5) |
Mr. Nelson joined the Board of Directors effective October 29, 2025. Amounts listed in the table above are based on his start date. |
COMPENSATION COMMITTEE REPORT
The Compensation Committee has reviewed and discussed the above Compensation Discussion and Analysis with our management and, based on such review and discussion, has recommended to our Board that the Compensation Discussion and Analysis be included in our proxy statement for our Annual Meeting.
|
COMPENSATION COMMITTEE |
|
|
Lisa R. Bacus (Chair) Joher Akolawala Jennifer I. Ansberry Kenneth W. Krueger Bradley M. Nelson |
ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
(Proposal 2)
Under SEC rules, we are required to hold a non‑binding advisory stockholder vote on a resolution approving the compensation of our named executive officers, which we refer to as a “say on pay” vote. In keeping with the recommendation of our Board and the preference expressed by our stockholders in 2023, we hold a say on pay vote on an annual basis. Accordingly, we are again seeking input from our stockholders in 2026 through this advisory vote on the compensation of our named executive officers as disclosed in the Compensation Discussion and Analysis and the accompanying compensation tables and narrative discussion contained in this proxy statement. We expect that our next advisory vote will be held in 2027.
As indicated by the Compensation Discussion and Analysis and accompanying disclosures, executive compensation is an important matter both to us and, we believe, to our stockholders. We believe that a skilled, experienced and dedicated senior management team is essential to the future performance of our Company and to building stockholder value. We have sought to establish competitive compensation programs that enable us to attract and retain executive officers with these qualities as well as to motivate management to maximize performance while building stockholder value.
As described in greater detail in the Compensation Discussion and Analysis, we compensate our named executive officers through both short term cash programs, including annual salary and an annual incentive plan, and long term incentive programs, reflecting a mix of fixed and variable compensation. Although our compensation program provides for a mix of both short‑ and long‑term compensation and cash and non‑cash compensation, we do not have any specific policy on those allocations. Our compensation philosophy is centered on providing an opportunity for an executive’s total annual compensation to exceed what we believe is the general market level of compensation for similar executive roles by delivering above-market compensation for elevated levels of performance. Our business is subject to variability of earnings, which can be in part due to year‑to‑year variations in snowfall. Accordingly, we have designed our compensation program to provide for a competitive annual salary while offering our named executive officers the opportunity to earn a substantial amount of variable compensation based on our profitability. This program aligns named executive officer compensation with our variable earnings model and is intended to differentiate us from our competitors when attracting and motivating our executives.
Our Board requests the support of our stockholders for the compensation of our named executive officers as disclosed in this proxy statement. Accordingly, for the reasons we discuss above, our Board unanimously recommends that stockholders vote in favor of the following resolution:
“RESOLVED, that the stockholders approve, on an advisory basis, the compensation of the named executive officers as disclosed pursuant to Item 402 of Regulation S‑K, including the Compensation Discussion and Analysis section and the compensation tables and narrative discussion contained in this proxy statement.”
The affirmative vote of the holders of a majority of shares of our common stock represented and entitled to vote at our Annual Meeting is required to approve the compensation of the named executive officers as disclosed in the Compensation Discussion and Analysis section and the compensation tables and narrative discussion contained in this proxy statement. Consequently, broker non‑votes will have no effect on approval of the resolution, but abstentions will act as a vote against approval of the resolution.
As this is an advisory vote, the results of the vote will not be binding on our Board, although our Board and our Compensation Committee value the input of our stockholders and will consider the outcome of the vote when evaluating the effectiveness of our compensation principles and practices. Our Compensation Committee and our Board will review and consider the outcome of the vote when making future compensation decisions for our named executive officers.
OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT.
AUDIT COMMITTEE REPORT
The Audit Committee is currently comprised of Messrs. Akolawala, Sturdivant, Krueger, and Nelson and Mses. Ansberry and Bacus, and is chaired by Mr. Akolawala. Each of Messrs. Akolawala, Sturdivant, Krueger and Nelson and Mses. Ansberry and Bacus are independent within the meaning of Rule 10A-3 under the Exchange Act and the listing standards of the NYSE. Our management is responsible for our internal controls and financial reporting process. Our independent registered public accounting firm is responsible for performing an independent audit of our consolidated financial statements in accordance with standards of The Public Company Accounting Oversight Board (the “PCAOB”) and issuing a report thereon. The Audit Committee is responsible for monitoring these processes and is responsible for appointing our independent registered public accounting firm, subject to stockholder ratification, and approving the terms of the independent registered public accounting firm’s services.
The Audit Committee has established a policy for the pre-approval of all audit and permissible non-audit services to be provided by the independent registered public accounting firm, which policy was also approved by our Board. The services performed by the independent registered public accounting firm in 2025 were pre-approved in accordance with the pre-approval policy and procedures adopted by the Audit Committee and approved by our Board. The Audit Committee met with our management and our independent registered public accounting firm four times during 2025.
The Audit Committee has discussed with our independent registered public accounting firm the overall scope and plans for its independent audit. The Audit Committee reviewed and discussed our audited financial statements with management. Our management represented to the Audit Committee that our consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America. Discussions regarding our audited financial statements included the independent registered public accounting firm’s judgments about the quality of the accounting principles, the reasonableness of significant judgments, and the clarity of the disclosures in the financial statements. The Audit Committee also discussed with the independent registered public accounting firm the matters required to be discussed by the applicable requirements of the PCAOB and the SEC.
Our independent registered public accounting firm provided to the Audit Committee the written disclosures and the letter required by applicable requirements of the PCAOB regarding the independent registered public accountant’s communications with the Audit Committee concerning independence and the Audit Committee discussed the independent registered public accounting firm’s independence with management and the independent registered public accounting firm.
Based on the Audit Committee’s discussion with management and the independent registered public accounting firm, the Audit Committee’s review of the representation of management and the report of the independent registered public accounting firm to the Audit Committee, the Audit Committee recommended to our Board that the audited consolidated financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC.
This report shall not be deemed incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, and shall not otherwise be deemed filed under such Acts.
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AUDIT COMMITTEE
Joher Akolawala (Chair) Jennifer I. Ansberry Lisa R. Bacus Kenneth W. Krueger Bradley M. Nelson Donald W. Sturdivant |
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
(Proposal 3)
Deloitte & Touche LLP served as our independent registered public accounting firm for 2025, and has served as our independent registered public accounting firm since 2017. Representatives of Deloitte & Touche LLP are expected to be present at our Annual Meeting and will be given the opportunity to make a statement and answer appropriate questions that may be asked by stockholders.
The Audit Committee has selected Deloitte & Touche LLP as our independent registered public accounting firm for 2026, subject to stockholder ratification at our Annual Meeting.
The Audit Committee Charter does not require that our stockholders ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm. We are doing so because we believe it is a matter of good corporate governance practice. If our stockholders do not ratify the selection, then our Audit Committee may reconsider whether to retain Deloitte & Touche LLP, but still may retain that firm. Even if the selection is ratified, the Audit Committee, in its discretion, may change the auditor appointment at any time during the year if it determines that such a change would be in the best interests of us and our stockholders.
Fees billed to us by Deloitte & Touche LLP for the years ended December 31, 2025 and 2024 were as follows:
Audit Fees
The aggregate fees billed or expected to be billed by Deloitte & Touche LLP for the audit of our 2025 annual financial statements and the review of financial statements included in our quarterly reports on Form 10-Q in 2025 were $1,160,100, comprised of audit fees of $1,115,000 and $45,100 for out-of-pocket expenses incurred in connection with auditing services. The aggregate fees billed by Deloitte & Touche LLP for the audit of our 2024 annual financial statements and the review of financial statements included in our quarterly reports on Form 10-Q in 2024 were $1,010,500, comprised of audit fees of $967,000 and $43,500 for out-of-pocket expenses incurred in connection with auditing services.
Audit-Related Fees
There were no audit-related fees billed by Deloitte & Touche LLP in 2025 or 2024.
Tax Fees
There were no fees billed for tax services by Deloitte & Touche LLP 2025 or 2024.
All Other Fees
There were no other fees billed by Deloitte & Touche LLP for 2025 or 2024.
In its pre-approval review of non-audit services, the Audit Committee considers, among other things, the possible impact of the performance of such services by Deloitte & Touche LLP to determine whether the provision of such services would be compatible with maintaining Deloitte & Touche LLP’s independence. There were no non-audit services performed by Deloitte & Touche LLP in the fiscal year ended December 31, 2025.
OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE RATIFICATION OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2026.
APPROVAL OF THE AMENDMENT TO OUR FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO PROVIDE FOR EXCULPATION FROM PERSONAL LIABILITY FOR CERTAIN OFFICERS AS PERMITTED BY DELAWARE LAW
(Proposal 4)
We are asking you to approve an amendment to our Fourth Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to provide for exculpation from personal liability for certain officers of the Company as permitted by Delaware law (the “Proposed Amendment”).
Background of the Proposed Amendment
The State of Delaware, our state of incorporation, enacted legislation that enables Delaware corporations to limit the liability of certain of their officers in limited circumstances. Specifically, Section 102(b)(7) of the General Corporation Law of the State of Delaware (“DGCL”) was amended to authorize corporations to adopt a provision in their certificate of incorporation to eliminate or limit monetary liability of certain corporate officers, or exculpation, for breach of the fiduciary duty of care. Previously, the DGCL allowed only exculpation of directors for breach of the fiduciary duty of care. Consequently, stockholder plaintiffs have, at times, employed a tactic of bringing certain claims, which claims would otherwise be exculpated if brought against directors, against individual officers to avoid dismissal of such claims. As amended, Section 102(b)(7) of the DGCL authorizes corporations to provide for exculpation of the following officers: (i) the corporation’s president, chief executive officer, chief operating officer, chief financial officer, chief legal officer, controller, treasurer or chief accounting officer, (ii) “named executive officers” identified in the corporation’s SEC filings, and (iii) other individuals who have agreed to be identified as officers of the corporation. The amendment to the DGCL was adopted to address inconsistent treatment between officers and directors as well as rising litigation and insurance costs for public companies.
Section 102(b)(7) of the DGCL, as amended, only permits, and the Proposed Amendment would only permit, the exculpation of certain officers in connection with direct claims brought by stockholders, including class actions, but would not eliminate officers’ monetary liability for breach of fiduciary duty claims brought by the Company itself or for derivative claims brought by stockholders in the name of the Company. In addition, as is currently the case with directors under the Certificate of Incorporation, the Proposed Amendment would not limit the liability of officers for any breach of the duty of loyalty to the Company or its stockholders, any acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law and any transaction from which the officer derived an improper personal benefit. Article X in the Certificate of Incorporation currently provides for the exculpation of directors, but it does not include a provision that allows for the exculpation of officers.
Rationale for the Proposed Amendment
The Board believes that it is important to provide protection from certain liabilities and expenses that may discourage prospective or current officers from accepting or continuing service with corporations. As with directors, officers frequently must make decisions in response to time-sensitive opportunities and challenges, which can create substantial risk of investigations, claims, actions, suits or proceedings seeking to impose liability on the basis of hindsight.
The Board also believes the Proposed Amendment may better position the Company to attract exceptional officer candidates. In the absence of this exculpatory protection, candidates might be deterred from serving as officers due to exposure to personal liability and the risk that substantial expense will be incurred in defending lawsuits, regardless of merit. The Board believes that failure to adopt the Proposed Amendment could impact our recruitment and retention of exceptional officer candidates.
The Proposed Amendment is being introduced a result of the Board’s ongoing review of corporate governance best practices and recent changes in Delaware law. In considering the Proposed Amendment, the Board also took into account the narrow class and type of claims from which such officers would be exculpated from liability pursuant to Section 102(b)(7) of the DGCL, the limited number of our officers (which would include all of our NEOs) that would be impacted, and the benefits the Board believes would accrue to the Company by providing exculpation in accordance with Section 102(b)(7) of the DGCL, including the ability to further enable our officers to best exercise their business judgment in furtherance of stockholder interests without the potential for distraction posed by the risk of personal liability.
The Proposed Amendment is not being proposed in response to any specific resignation, threat of resignation, or refusal to serve by any officer or as a result of any pending litigation. If the Proposed Amendment is approved, it will not eliminate or limit the liability of an officer for any act or omission occurring prior to the date on which it becomes effective.
After weighing these considerations, the Board approved and declared it advisable to adopt, subject to stockholder approval, the Proposed Amendment to provide for exculpation from personal liability of certain officers of the Company as permitted by Delaware law.
Additional Information
Approval of Proposal 4 will constitute approval of the Proposed Amendment to the Certificate of Incorporation, as set forth in Appendix A to this Proxy Statement. If Proposal 4 is approved, the Company intends to file the Amendment to the Certificate of Incorporation with the Secretary of State of the State of Delaware promptly following the Annual Meeting, to be effective at the time of that filing. The Board may, at any time prior to the effectiveness of the Proposed Amendment, abandon the Proposed Amendment without further action by the stockholders or the Board (even if the requisite stockholder vote is obtained).
If Proposal 4 is not approved by the affirmative vote of the holders of at least 66 2/3% in voting power of the issued and outstanding stock entitled to vote generally in the election of directors, voting together as a single class, then the Proposed Amendment will not be approved and will not be implemented or become effective. In this case, the exculpation provisions in our Certificate of Incorporation relating to directors will remain unchanged and in place, and the Company’s officers will not be entitled to exculpation under the DGCL.
Our Board recommends a vote “FOR” the approval of the Proposed Amendment to our Certificate of Incorporation to incorporate Delaware law provisions regarding officer exculpation.
STOCKHOLDER PROPOSALS
A stockholder who intends to present a proposal for action at our 2027 annual meeting and who desires that such proposal be included in our proxy materials pursuant to Rule 14a-8 under the Securities Exchange Act of 1934 must submit the proposal to us at our corporate offices, directed to the attention of the Corporate Secretary, no later than November 20, 2026. A stockholder who otherwise intends to present business, other than a stockholder proposal pursuant to Rule 14a-8, or to nominate a director at our 2027 annual meeting of stockholders must comply with the requirements set forth in our Bylaws. Under our Bylaws, we must receive written notice of a stockholder’s intent to present business, other than pursuant to Rule 14a-8, or to nominate a director at our 2027 annual meeting no later than January 29, 2027 and no earlier than December 30, 2026 and the notice must contain the information specified in our Bylaws. If the notice is received outside of that time frame, then we are not required to permit the business or the nomination to be presented at the 2027 annual meeting. Nevertheless, if the Board chooses to present such proposal at the 2027 annual meeting, then the persons named in proxies solicited by the Board for the 2027 annual meeting may exercise discretionary voting power with respect to such proposal. Any stockholder who wishes to take such action should obtain a copy of our Bylaws and may do so by written request addressed to our Corporate Secretary at our principal executive offices. The deadline for providing notice of solicitation in support of director nominees in accordance with Rule 14a-19 is January 29, 2027. In addition to satisfying the requirements under our Bylaws, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19(b) under the Securities Exchange Act of 1934.
COST OF PROXY SOLICITATION
We will pay the cost of preparing, printing and mailing proxy materials as well as the cost of soliciting proxies on behalf of our Board. In addition to using the mail services, our officers and other regular employees, without additional remuneration, may solicit proxies in person and by telephone, e-mail or facsimile transmission. We will reimburse brokers, nominees and custodians who hold our common stock in their names and who solicit proxies from the beneficial owners for out-of-pocket and reasonable clerical expenses.
DELINQUENT SECTION 16(A) REPORTS
Section 16(a) of the Securities Exchange Act of 1934 requires our directors, executive officers, and persons who own more than 10% of our common stock to file with the SEC and with the NYSE reports of ownership and changes in ownership of our common stock. Directors, executive officers and greater than 10% stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.
Based solely on review of such reports furnished to us or written representations that no other reports were required, we believe that, during 2025, our directors and executive officers complied with all applicable Section 16(a) filing requirements.
OTHER MATTERS
Pursuant to the rules of the SEC, we may deliver, or services that deliver our communications to our stockholders through a bank, broker or other holder of record may deliver, to multiple stockholders sharing the same address a single copy of our annual report to stockholders and this proxy statement. Upon written or oral request, we will promptly deliver a separate copy of our annual report to stockholders and/or this proxy statement to any stockholder at a shared address to which a single copy of each document was delivered. Stockholders sharing an address may also request delivery of a single copy of our annual report and/or proxy statement if they are currently receiving multiple copies of such documents. Stockholders may notify us of their requests in writing and addressed to Investor Relations, Douglas Dynamics, Inc., 11270 West Park Place, Milwaukee, WI 53224, or via telephone at (414) 354-2310.
ANNUAL REPORT
We are mailing our Annual Report to Stockholders, including our audited financial statements for the year ended December 31, 2025, with this proxy statement, although the Annual Report is not a part of this proxy statement or a part of the proxy soliciting material.
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By order of our Board of Directors, Douglas Dynamics, Inc.
Sarah C. Lauber Executive Vice President, Chief Financial Officer and Secretary |
Milwaukee, Wisconsin
March [20], 2026
We will furnish to any stockholder, without charge, a copy of our 2025 Annual Report on Form 10-K (without exhibits). Requests for our Form 10-K can be made in writing and addressed to Investor Relations, Douglas Dynamics, Inc., 11270 West Park Place, Milwaukee, WI 53224, or via telephone at (414) 354-2310. The Form 10-K can also be viewed or requested on our website (www.douglasdynamics.com).
APPENDIX A
CERTIFICATE OF AMENDMENT
TO
FOURTH AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
DOUGLAS DYNAMICS, INC.
Douglas Dynamics, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify as follows:
1. This Certificate of Amendment (the “Certificate of Amendment”) amends the provisions of the Corporation’s Certificate of Incorporation filed with the Secretary of State of the State of Delaware on March 11, 2004, as amended and restated by that certain Amended and Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware on March 30, 2004, as further amended and restated by that certain Second Amended and Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware on April 12, 2004, as further amended and restated by that certain Third Amended and Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware on December 14, 2004, as further amended by that certain Certificate of Amendment of Third Amended and Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware on January 26, 2010, and as further amended and restated by that certain Fourth Amended and Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware on May 7, 2010.
2. This Certificate of Amendment was duly adopted in accordance with the provisions of Section 242 of the DGCL.
3. Article X of the Certificate of Incorporation is hereby amended and restated in its entirety as follows:
ARTICLE X
LIABILITY OF DIRECTORS AND OFFICERS
SECTION A. Liability of Directors and Officers.
1. No Personal Liability. To the fullest extent permitted by the DGCL as the same exists or as may hereafter be amended, no director or officer of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer.
2. Amendment or Repeal. Any amendment, alteration or repeal of this Article X that adversely affects any right of a director or officer, or its successors, shall be prospective only and shall not limit or eliminate any such right with respect to any proceeding involving any occurrence or alleged occurrence of any action or omission to act that took place prior to such amendment or repeal.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed this __ day of __________, 2026.
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Douglas Dynamics, Inc. |
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