DEF 14A

Annual Meeting

In advance of the Annual Meeting,
you can visit www.proxypush.com/CMCO.

If you received a paper copy of the proxy materials, dial toll-free (1-844-926-2035), or use the telephone number on your voting instruction form.

If you received a paper copy
of the proxy materials, send
your completed and signed
proxy card or voting instruction from the enclosed postage-
paid envelope.

Follow the instructions under “How to Vote” to vote electronically during the Annual Meeting. The Annual Meeting at www.proxydocs.com/CMCO

You will need your 12 or 16-digit control number printed on your Notice,
proxy card, or voting instructions form to submit your vote.

A MESSAGE FROM THE CHAIRMAN AND CEO

LOGO

Gerald G. Colella

Chairman of the Board

LOGO

David Wilson

Director, President and CEO

Dear Fellow Shareholders:

We delivered another year of record performance in a dynamic operating environment in fiscal 2024. Throughout the year, we continued to execute on our transformation remaining committed to our value creation roadmap demonstrating both growth and margin expansion. This work would not be possible without our 3,500 team members, who are dedicated to serving our customers and are critical to the execution of the strategy.

Executing our Transformation to Deliver on Behalf of our Stakeholders:

Our performance and progress support our belief that we have the right strategic foundation, and we remain optimistic about the future of our company. Powered by a well-defined transformation that has delivered improvement in operating profit over the last few years, we are repositioning ourselves in the marketplace. Leveraging our market leading positioning in lifting for material handling, we have also become a leader in precision conveyance and have a strong presence in automation and linear motion. We remain committed to delivering profitable growth, improving our customer experience and operational performance, executing our footprint simplification plan and investing in employee engagement. We are excited about the road ahead.

Our Board of Directors is Actively Engaged in our Strategy:

As stewards of our Company, our Board serves an essential role in guiding our overall long-term strategy in partnership with management. The Board has remained focused on governing the execution of our strategy and believes that delivering on the Company’s growth and margin expansion initiatives positions the company to deliver compounding value for shareholders over time. Our Board has deep experience in the areas of strategic development and risk oversight and provides insight into some of the most important issues facing the company.

Aligning our Board with our Strategic and Operational Needs:

As our Company evolves, so do the skills, qualifications, attributes and experience that the Board seeks in its director nominees. We take a strategic approach to our Board composition and focused our efforts on adding new Board members whose skills are best aligned with our strategy. In the last 18 months, we welcomed two new independent directors. Rebecca Yeung brings leadership in operations sciences and advanced technologies with significant experience in automation and digitization megatrends. Chris Stephens joins us with deep financial expertise and a proven track record of executing business transformations and growing businesses both organically and through M&A in attractive end markets.

We are proud of the ongoing evolution of our Board and its track record on refreshment with a well-rounded range of attributes, viewpoints and experience. One of the qualifications that we highly value is operational execution. Each of our nominees is a veteran operator with real world experience leading large organizations.

Implemented a Robust Shareholder Engagement Program:

In fiscal 2024, we initiated a shareholder outreach program, that provided management, our Board and its Committees with feedback from our largest owners as to what matters most to them. And, we took action on the feedback we received implementing changes to both our Long-Term Incentive Plan and making enhancements to our proxy disclosures to create further transparency on our governance and compensation philosophies and practices. Through ongoing engagement with our shareholders, we hope to continue broadening our perspective and strengthening our corporate governance framework.

Looking Forward:

We remain confident in the long-term potential of our business. While the environment in which we operate will evolve over the near term, we remain cautiously optimistic and focused on adapting to seize opportunities that arise in fiscal 2025. Our strategy remains focused on performing to our full potential and delivering sustainable, long-term results for all of our stakeholders.

Your Vote is Important:

We are pleased to invite you to join us for our virtual 2024 Annual Meeting of Shareholders on Monday, July 22, 2024. The enclosed Notice of 2024 Annual Meeting of Shareholders and Proxy Statement provides information about the meeting including the matters on which you will be asked to vote. On behalf of our Board of Directors and the entire Company, we thank you for your investment in Columbus McKinnon and we appreciate your support.

Sincerely,

LOGO

Gerald G. Colella

Chairman of the Board

David J. Wilson

Director, President and CEO

LOGO

June 10, 2024

DEAR FELLOW SHAREHOLDERS:

We are pleased to invite you to attend the 2024 Annual Meeting of Shareholders of Columbus McKinnon Corporation (“Columbus McKinnon,” the “Company”) on Monday, July 22, 2024, at 10:00 a.m. Eastern Time. The meeting will be held via live audio webcast at www.proxydocs.com/CMCO to address the following items of business (the “Annual Meeting”):

To elect as directors of the Company the 9 persons named in the accompanying Proxy Statement for terms expiring at the 2025 Annual Meeting of Shareholders (Proposal 1);

To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2025 (Proposal 2);

To approve, on a non-binding, advisory basis, the compensation of our Named Executive Officers (Proposal 3);

To Approve the Columbus McKinnon Corporation Second Amended and Restated 2016 Long Term Incentive Plan (Proposal 4); and

To act upon and transact such other business as may be properly brought before the meeting or any adjournment or adjournments thereof.

Like prior years, the Company’s board of directors has decided to hold the Annual Meeting with no physical location. We believe that this is the right choice for Columbus McKinnon as it provides expanded shareholder access regardless of the size of the Annual Meeting or resources available to shareholders, improves communications, and allows the participants to attend the Annual Meeting safely and conveniently from any location at no additional cost.

To attend the Annual Meeting, vote, submit questions, or view the list of registered shareholders during the Annual meeting, shareholders of record will be required to visit the meeting website listed above and login using their 12 or 16-digit control number included on your Notice, proxy card or voting instructions form. Prior registration is required to attend and participate in the Annual Meeting at www.proxydocs.com/CMCO. Upon completing your registration you will receive further instructions via email, including your unique links that will allow you to access, submit questions and vote at the virtual Annual Meeting. You will not be able to attend the 2024 Annual Meeting in person. The attached Notice of Annual Meeting of Shareholders and Proxy Statement discuss the items scheduled for a vote by shareholders at the meeting.

The Securities and Exchange Commission rules allow companies to furnish proxy materials to their shareholders over the Internet. As a result, most of our shareholders will receive in the mail a notice regarding availability of the proxy materials for the Annual Meeting on the Internet instead of paper copies of those materials. The notice contains instructions on how to access the proxy materials over the Internet and instructions on how shareholders can receive paper copies of the proxy materials, including a proxy or voting instruction form. This process expedites shareholders’ receipt of proxy materials and lowers the cost of our annual meeting.

All shareholders are cordially invited to attend our Annual Meeting, conducted via live audio webcast at www.proxydocs.com/CMCO. The Company has endeavored to provide shareholders attending the Annual Meeting with the same rights and opportunities to participate as they would at an in-person meeting. You will be able to attend the Annual Meeting online and submit questions during the meeting

by visiting www.proxydocs.com/CMCO. You will also be able to vote your shares electronically at the Annual Meeting.

Shareholders of record as of the close of business on May 28, 2024, are entitled to notice of, and to vote at, the Annual Meeting, or any adjournment or postponement thereof. Shareholders as of the date herein are entitled to vote on all matters listed above.

Beneficial owners should review the proxy materials and their voting instruction form or Notice for how to vote in advance of, and how to participate in, the Annual Meeting. Specifically, if you are a beneficial owner and your voting instruction form or the Notice does not indicate that you may vote the shares through the www.proxydocs.com/CMCO website, you should contact your bank, broker or other nominee (preferably at least 5 days before the Annual Meeting) and obtain a “legal proxy” (which will contain a 16-digit control number that will allow you to attend, participate in, or vote at the Annual Meeting). When accessing our Annual Meeting, please allow ample time for online check-in, which will begin at 10:00 a.m. eastern time on Tuesday, July 22, 2024.

Your vote is important. Regardless of whether or not you plan to participate in the Annual Meeting, we kindly request that you vote as soon as possible. Thank you for your continued support and we look forward to your participation at the Annual Meeting.

LOGO

Alan S. Korman

Sr. Vice President, General Counsel, Corp.

Development, and Secretary

Columbus McKinnon Corporation • 13320 Ballantyne Corporate Place, Charlotte, North Carolina 28277

NOTICE OF 2024 ANNUAL MEETING OF SHAREHOLDERS

When:

Monday, July 22, 2024

at 10:00 a.m. Eastern Time

Where:

Virtual Meeting at
www.proxydocs.com/CMCO

Items of Business:


Board Proposals		Board Recommendation	Page

1	To elect 9 Directors to hold office until the 2025 Annual Meeting and until their successors have been elected and qualified	✔ FOR EACH NOMINEE	18

2	To ratify the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending March 31, 2025	✔ FOR	29

3	To conduct a shareholder advisory vote on the compensation of our named executive officers	✔ FOR	30

4	To Approve the Columbus McKinnon Corporation Second Amended and Restated 2016 Long Term Incentive Plan	✔ FOR	31

5	To act upon and transact such other business as may be properly brought before the meeting or any adjournment or adjournments thereof

Who Can Vote

Only shareholders of record at the close of business on Tuesday, May 28, 2024, will be entitled to vote at the annual meeting.

How to Vote

You may vote your shares in advance of the meeting via the Internet, by telephone, by mail, or during the Annual Meeting. If you vote via the Internet, by telephone, or plan to vote electronically during the Annual Meeting, you do not need to mail in a proxy card.

We began sending Notice of Internet Availability of proxy materials and made our proxy materials available on or about June 10, 2024.

VOTING RECOMMENDATIONS

This Proxy Statement and the accompanying form of proxy are being furnished in connection with the solicitation by the Board of Directors of Columbus McKinnon Corporation, a New York corporation (“our Company,” “we” or “us”), of proxies to be voted at the Annual Meeting of Shareholders (the “Annual Meeting”). At the close of business on May 31, 2024, we had 28,858,688 outstanding shares of our common stock, $.01 par value per share, the holders of which are entitled to one vote per share on each matter properly brought before the Annual Meeting.

The shares represented by all valid proxies in the enclosed form will be voted if received in time for the Annual Meeting in accordance with the specifications, if any, made on the proxy card. If no specification is made, the proxies will be voted (i) FOR the nominees for Director named in this Proxy Statement, (ii) FOR the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal year ending March 31, 2025, (iii) FOR the advisory approval of the compensation of our named executive officers as disclosed in the Compensation Discussion and Analysis, the compensation tables and the related disclosure as contained elsewhere in this Proxy, and (iv) FOR the approval of the Columbus McKinnon Corporation Second Amended and Restated 2016 Long Term Incentive Plan.

In order for business to be conducted, a quorum must be present at the Annual Meeting. A quorum is a majority of the outstanding shares of common stock entitled to vote at the Annual Meeting. Abstentions, broker non-votes and withheld votes will be counted in determining the existence of a quorum at the Annual Meeting. Votes may be cast FOR, AGAINST (withhold) or ABSTAIN on the approval of these proposals. Abstentions and broker non-votes are not counted in the number of votes cast and will have no effect on the results of the vote. Proxy cards that are executed and returned without any designated voting direction will be voted in the manner stated on the proxy card.

Brokers may not vote your shares on any matter, except Proposal 2, in the absence of specific voting instructions from you. Please contact your broker directly if you have questions about how to provide such instructions. The execution of a proxy will not affect a shareholder’s right to attend the virtual Annual Meeting and to vote in person. A shareholder who executes a proxy may revoke it at any time before it is exercised by giving written notice to the Secretary, by appearing at the virtual Annual Meeting and so stating, or by submitting another duly executed proxy bearing a later date.

VOTING STANDARDS



		Proposal No. 1 Election of Directors		If you do not provide voting instructions, your broker may not vote on this matter. Each director nominee receiving the affirmative vote of a majority of the shares present or represented by proxy and entitled to vote in the election of directors will be elected as a director. Abstentions and broker non-votes will have no effect on the results of this vote. A majority of votes cast means the number of votes cast “For” exceeds the number of votes cast “Withhold.”

		Proposal No. 2 Ratification of Independent Registered Public Accounting Firm		If you do not provide voting instructions, your broker may only vote on Proposal 2. The proposal to appoint Ernst & Young LLP as our independent registered public accounting firm for the year ending March 31, 2025, will be ratified by the affirmative vote of a majority of shares present or represented by proxy and entitled to vote at the Annual Meeting. Abstentions and broker non-votes will have no effect on the results of this vote.

		Proposal No. 3 Advisory Approval of Our Executive Compensation		If you do not provide voting instructions, your broker may not vote on this matter. The advisory vote approving executive compensation will be determined by the affirmative vote of a majority of shares present or represented by proxy and entitled to vote at the Annual Meeting. Abstentions and broker non-votes will have no effect on the results of this vote. Although this advisory vote is non-binding, the compensation committee and our board of directors will review the results of the vote. The compensation committee will consider our shareholders’ preferences and take them into account in making future determinations concerning the compensation of our executives.

		Proposal No. 4 Approval of Columbus McKinnon Second Amended and Restated 2016 Long Term Incentive Plan		If you do not provide voting instructions, your broker may not vote on this matter. The proposal to Approve the Columbus McKinnon Second Amended and Restated 2016 Long Term Incentive Plan will be ratified by the affirmative vote of a majority of shares present or represented by proxy and entitled to vote at the Annual Meeting. Abstentions and broker non-votes will have no effect on the results of this vote.

The voting results of the annual meeting will be published no later than four business days after the Annual Meeting on a Form 8-K filed with the Securities and Exchange Commission, which will be available in the investor relations section of our website at investors.cmco.com. If the Proxy is submitted and no voting instructions are given, the person or persons designated will vote the shares “For” the election of the Director nominees, “For” the appointment of Ernst & Young LLP, “For” the advisory vote on executive compensation in accordance with the Board vote recommendations and “For” the approval of the Columbus McKinnon Second Amended and Restated 2016 Long Term Plan.

Our management does not presently know of any matters to be presented for consideration at the Annual Meeting other than the matters described in the Notice of Annual Meeting. However, if other matters are presented, the accompanying proxy confers upon the person or persons entitled to vote the shares represented by the proxy, discretionary authority to vote such shares in respect of any such other matter in accordance with their best judgment.

LOGO

PURPOSE

Together We Create Intelligent Motion Solutions That Move the

World Forward and Improve Lives

MISSION

We provide expert, professional-grade solutions, and products, building the

trust of customers by solving their high-value problems

VISION

To become the global leader in safe and productive intelligent motion solutions

VALUES

Our values drive everything we do at Columbus McKinnon


		Connect Safety to Everything You Do Take personal responsibility. Care for our people. Build products everyone can trust.

		Be Easy to Do Business With Focus on the customer. Listen. Simplify.

		Deliver On Your Commitments Aim for greatness. Do your best. Hold yourself accountable.

		Think Differently Be proactive with ideas. Ask questions. Be part of the solution.

		Win As a Team Embrace diversity. Respect each other. Celebrate success.

		Act With Integrity Do the right thing. Extend trust. Appreciate differences.


		2024 PROXY STATEMENT			1

COMPANY SUMMARY

This summary does not contain all the information you should consider in voting your shares. Please read the complete proxy statement and our Annual Report to Shareholders for the fiscal year ended March 31, 2024.

Business Highlights and Strategy

Founded in 1875, Columbus McKinnon is a leading global designer, manufacturer, and marketer of intelligent motion solutions to efficiently and ergonomically move, lift, position, and secure materials. These are highly relevant professional-grade solutions that solve our customers’ critical material handling requirements. The Company is focused on commercial and industrial applications that require the safety, reliability and quality provided by its superior design and engineering know-how.

In fiscal 2022, the Company initiated a new long-term strategy to transform into a high growth, high margin secular growth company from a traditional industrial company. Building on a leading position in materials handling in lifting and automation, the Company expanded into the precision conveyance sector, expanding our total addressable market providing new pathways for growth in a highly fragmented industry. With its acquisitions of Dorner^®, Garvey^® and montratec^®, we have become a leader in precision conveyance.

LOGO

We are continuing our transformation from a legacy cyclical industrial company to a top-tier, secular growth, intelligent motion solutions company. In accordance with our strategic framework, we are building out the Columbus McKinnon Business System (“CMBS”) and growth framework to be market-led, customer-centric and operationally excellent with our people and values at the core.


2		2024 PROXY STATEMENT

COMPANY SUMMARY

With CMBS as the foundation, we are well positioned to execute our Core Growth Framework (Framework) strategy. The Framework defines four parallel paths for Columbus McKinnon’s growth and provides clear organic and strategic initiatives. The acquisition of Dorner, and subsequent acquisition of Garvey, created a platform for precision conveyance. These acquisitions provided Columbus McKinnon with an opportunity to advance our Intelligent Motion strategy. Dorner and Garvey also provide new and attractive vertical markets with strong tailwinds.


CMBS				GROWTH FRAMEWORK

LOGO

The acquisition of montratec^® GmbH in May 2023 added a patented asynchronous monorail transport system with proprietary integrated controls that is positioned to benefit from the electric vehicle market expansion, growth in electronics and semi-conductor fabrication, and pharmaceutical and medical markets. The asynchronous platform expands our precision conveyance product offering with logistics solutions that connect robots and workstations with a number of differentiating features from conventional conveyance solutions.

Delivering Growth Through Innovation

Columbus McKinnon is focused on growing and expanding our core via new product development and intelligent motion solutions in automation. We have a history of driving organic growth with new products that solve our customer’s’ high-value problems. Improved customer experience, safety and productivity remain at the core of our new product development strategy. Additionally, we continue to advance intelligent motion technology, driving innovation through automation and creating competitive advantages with pre-engineered automation solutions. We closed our Fiscal Year 2024 with 76 active patents and 25 pending patents that protect our differentiated solutions in strategic, targeted growth segments and markets. Some examples of recently launched new products and advancements in automation solutions include:


		2024 PROXY STATEMENT			3

COMPANY SUMMARY

Fiscal Year 2024 Performance Highlights

Columbus McKinnon delivered record sales, gross profit, and operating profit in fiscal 2024 despite the ongoing challenging macroeconomic environment and inflationary pressures. We delivered high-single to low-double-digit sales growth across each area of our business, including automation, precision conveyance, lifting and linear motion in the year.

With healthier supply chain dynamics and improved operating performance, we delivered in areas that are most important to our customers. Over the past year, we improved our on-time delivery 12% and reduced our past due backlog by 73% from its peak, which is now back to normalized pre-pandemic levels.

We expanded our gross margin and operating margin year-over-year reflecting the progress on our transformation, benefits of our 80/20 process and the benefits of our montratec acquisition.



$1.0B Net Sales (+16% 3 Year Compound Annual Growth Rate)	$107M Income from Operations (+36% 3 Year Compound Annual Growth Rate)	$67M Net Cash Provided by Operating Activities 91% Free Cash Flow Conversion¹

Fiscal Year 2024 Highlights:

(Fiscal year 2024 ending March 31, 2024, compared to fiscal year 2023 ending March 31, 2023, unless otherwise noted)

•

Record net sales of $1.0 billion, up 8% driven by growth across all geographies including the acquisition of montratec

•

Gross margin up 50 basis points to 37.0%; Adjusted Gross Margin²up 80 basis points to 37.3%

•

Net income of $46.6 million with a net margin of 4.6%; Adjusted EBITDA²of $166.7 million, up 13% with Adjusted EBITDA Margin¹ of 16.4%, up 60 basis points

•

Net cash provided by operating activities of $67.2 million and Free Cash Flow¹ of $42.4 million with Free Cash Flow Conversion¹ of 91%

•

Net Leverage Ratio^1,3 decreased to 2.4x; Expect Net Leverage Ratio^1,2,3 of ~2.0x target by end of year Fiscal 2025


		2024 PROXY STATEMENT			5

COMPANY SUMMARY

We continued to make progress on accelerating growth, expanding Adjusted Gross Margin¹ and Adjusted EBITDA Margin¹ to meet our financial targets.


Net Sales Adjusted Gross Margin¹		Organic Growth: • Commercial initiatives • New product development • Customer experience improvement M&A Growth: • Expansion of precision conveyance platform • Opportunistic with core portfolio • Reimagine portfolio Operating Initiatives: • Operational excellence/VAVE • Operating leverage on growth • Pricing in excess of material inflation • Product line simplification • Simplification Accretive M&A

Adjusted EBITDA Margin¹		RSG&A leverage on organic and M&A related growth Gross margin expansion

1	Non-GAAP financial measure; see definition and reconciliation in the following pages

Adjusted Gross Margin, Adjusted EBITDA Margin and Net Leverage Ratio are non-GAAP financial measures. Forward-looking estimates of Adjusted Gross Margin, Adjusted EBITDA Margin and Net Leverage Ratio are made in a manner consistent with the relevant definitions and assumptions noted herein, but reconciliations are not available on a forward-looking basis without unreasonable effort

3	Net Leverage ratio and Credit Agreement TTM Adjusted EBITDA are calculated on a financial covenant basis per the Company’s Amended and Restated Credit Agreement


6		2024 PROXY STATEMENT

COMPANY SUMMARY

Reconciliation of Non-GAAP Measures

The following information provides definitions and reconciliations of the non-GAAP financial measures presented in this presentation to the most directly comparable financial measures calculated and presented in accordance with generally accepted accounting principles (GAAP). The Company has provided this non-GAAP financial information, which is not calculated or presented in accordance with GAAP, as information supplemental and in addition to the financial measures presented in this presentation that are calculated and presented in accordance with GAAP. Such non-GAAP financial measures should not be considered superior to, as a substitute for or alternative to, and should be considered in conjunction with, the GAAP financial measures presented in this presentation. The non-GAAP financial measures in this presentation may differ from similarly titled measures used by other companies.

•

Adjusted Gross Profit and Adjusted Gross Margin

•

Adjusted EBITDA and Adjusted EBITDA Margin

•

Free Cash Flow and Free Cash Flow Conversion

•

Net Debt and Net Leverage Ratio

Forward-Looking Non-GAAP Measures:

The Company has not reconciled the Adjusted Gross Margin, Adjusted EBITDA Margin, and Net Leverage Ratio guidance to the most comparable GAAP measure because it is not possible to do so without unreasonable efforts due to the uncertainty and potential variability of reconciling items, which are dependent on future events and often outside of management’s control and which could be significant. Because such items cannot be reasonably predicted with the level of precision required, we are unable to provide guidance for the comparable GAAP financial measures. Forward-looking guidance regarding Net Leverage Ratio for full year and first quarter fiscal 2025 are made in a manner consistent with the relevant definitions and assumptions noted herein. Forward-looking guidance regarding Adjusted Gross Margin and Adjusted EBITDA for fiscal 2027 are made in a manner consistent with the relevant definitions and assumptions noted herein.


		2024 PROXY STATEMENT			7

COMPANY SUMMARY

Adjusted Gross Profit and Adjusted Gross Margin

Adjusted Gross Profit is defined as gross profit as reported, adjusted for certain items. Adjusted Gross Profit Margin is defined as Adjusted Gross Profit divided by net sales. Adjusted Gross Profit and Adjusted Gross Margin are not measures determined in accordance with GAAP and may not be comparable with Adjusted Gross Profit and Adjusted Gross Profit Margin as used by other companies. Nevertheless, Columbus McKinnon believes that providing non-GAAP financial measures, such as Adjusted Gross Profit and Adjusted Gross Profit Margin, are important for investors and other readers of the Company’s financial statements and assists in understanding the comparison of the current year’s gross profit and gross profit margin to the historical periods’ gross profit and gross margin, as well as facilitates a more meaningful comparison of the Company’s gross profit and gross profit margin to that of other companies.


($ in thousands)	Fiscal Year

	2021				2022			2023			2024
Gross profit		$	220,225			$	315,730		$	342,099		$	374,838
Add back (deduct):
Product liability settlement			—				2,850			—			—
Acquisition amortization of backlog			—				2,100			—			—
Acquisition inventory step-up expense			—				5,042			—			—
Business realignment costs			830				1,606			—			346
Acquisition deal and integration costs			—				521			—			—
Factory and warehouse consolidation			2,671				—			—			262
Monterrey, MX new factory start-up costs			—				—			—			2,987
Gain on sale of building			(2,189	)			—			—			—

Adjusted Gross Profit		$	221,537			$	327,849		$	342,099		$	378,433

Net sales		$	649,642			$	906,555		$	936,240		$	1,013,540
Add back:
Acquisition amortization of backlog			—				2,100			—			—

Adjusted Net Sales		$	649,642			$	908,655		$	936,240		$	1,013,540
Gross margin			33.9%				34.8%			36.5%			37.0%
Adjusted Gross Margin			34.1%				36.1%			36.5%			37.3%


8		2024 PROXY STATEMENT

COMPANY SUMMARY

Adjusted EBITDA and Adjusted EBITDA Margin

Adjusted EBITDA is defined as net income before interest expense, income taxes, depreciation, amortization, and other adjustments. Adjusted EBITDA Margin is defined as Adjusted EBITDA divided by net sales. Adjusted EBITDA and Adjusted EBITDA Margin are not measures determined in accordance with GAAP and may not be comparable with Adjusted EBITDA and Adjusted EBITDA Margin as used by other companies. Nevertheless, Columbus McKinnon believes that providing non-GAAP financial measures, such as Adjusted EBITDA and Adjusted EBITDA Margin, are important for investors and other readers of the Company’s financial statements.


($ in thousands)	Fiscal Year

	2021			2022			2023			2024
Net income	$	9,106		$	29,660		$	48,429		$	46,625
Add back (deduct):
Income tax expense (benefit)		970			8,786			26,046			14,902
Interest and debt expense		12,081			20,126			27,942			37,957
Investment (income) loss		(1,693	)		(46	)		(315	)		(1,759	)
Foreign currency exchange (gain) loss		941			1,574			(2,189	)		1,826
Other (income) expense, net		20,850			(1,122	)		(2,072	)		7,597
Depreciation and amortization expense		28,153			41,924			41,947			45,945
Cost of debt refinancing		—			14,803			—			—
Acquisition deal and integration costs		3,951			10,473			616			3,211
Acquisition inventory step-up expense		—			5,042			—			—
Product liability settlement		—			2,850			—			—
Business realignment costs		1,470			3,902			5,140			1,867
Factory and warehouse consolidation		3,778			—			—			744
Headquarter relocation costs		—			—			996			2,059
Garvey contingent consideration		—			—			1,230			—
Acquisition amortization of backlog		—			2,100			—			—
Insurance settlement		229			—			—			—
Gain on sale of building		(2,638	)		—			—			—
Monterrey, MX new factory start-up costs		—			—			—			4,489
Cost of debt repricing		—			—			—			1,190

Adjusted EBITDA	$	77,198		$	140,072		$	147,770		$	166,653

Sales	$	649,642		$	906,555		$	936,240		$	1,013,540
Add back:
Acquisition amortization of backlog		—			2,100			—			—

Adjusted Net Sales	$	649,642		$	908,655		$	936,240		$	1,013,540

Net income margin		1.4	%		3.3	%		5.2	%		4.6	%
Adjusted EBITDA Margin		11.9	%		15.4	%		15.8	%		16.4	%


		2024 PROXY STATEMENT			9

COMPANY SUMMARY

Free Cash Flow and Free Cash Flow Conversion

Free Cash Flow is defined as net cash provided by (used for) operating activities less capital expenditures. Free Cash Flow Conversion is defined as Free Cash Flow divided by net income. Free Cash Flow and Free Cash Flow Conversion are not measures determined in accordance with GAAP and may not be comparable with the measures as defined or used by other companies. Nevertheless, the Company believes that providing non-GAAP financial measures, such as Free Cash Flow and Free Cash Flow Conversion, is important for investors and other readers of the Company’s financial statements and assists in understanding the comparison of the current periods’ Free Cash Flow and Free Cash Flow Conversion to Free Cash Flow and Free Cash Flow Conversion for historical periods.


($ in thousands)	Fiscal Year

	2021			2022			2023			2024
Net cash provided by operating activities	$	98,890		$	48,881		$	83,636		$	67,198
Capital expenditures		(12,300	)		(13,104	)		(12,632	)		(24,813	)

Free Cash Flow (FCF)	$	86,590		$	35,777		$	71,004		$	42,385

Net income	$	9,106		$	29,660		$	48,429		$	46,625

Free Cash Flow Conversion		951	%		121	%		147	%		91	%


10		2024 PROXY STATEMENT

COMPANY SUMMARY

Net Debt and Net Leverage Ratio

Net Debt is defined in the credit agreement as total debt plus standby letters of credit, net of cash and cash equivalents. Net Leverage Ratio is defined as Net Debt divided by the Credit Agreement Trailing Twelve Month Adjusted (“TTM”) EBITDA. Credit Agreement TTM Adjusted EBITDA is defined as net income before interest expense, income taxes, depreciation, amortization, and other adjustments. Credit Agreement Adjusted EBITDA Margin is defined as Credit Agreement TTM Adjusted EBITDA divided by net sales. Net Debt, Net Leverage Ratio, Credit Agreement TTM Adjusted EBITDA and Credit Agreement Adjusted EBITDA Margin are not measures determined in accordance with GAAP and may not be comparable with the measures as used by other companies. Nevertheless, the Company believes that providing non-GAAP financial measures, such as Net Debt, Net Leverage Ratio, Credit Agreement TTM Adjusted EBITDA and Credit Agreement Adjusted EBITDA Margin are important for investors and other readers of the Company’s financial statements.


($ in thousands)	Fiscal Year

	2023			2024
Net income	$	48,429		$	46,625
Add back (deduct):
Annualize EBITDA for montratec¹		—			1,331
Annualize synergies for montratec¹		—			73
Income tax expense (benefit)		26,046			14,902
Interest and debt expense		27,942			37,957
Non-Cash loss related to asset retirement		175			—
Gain on Sale of Facility		(232	)		—
Non-Cash Pension Settlement²		—			4,984
Amortization of deferred financing costs		1,721			2,349
Stock Compensation Expense		10,425			12,039
Garvey contingent consideration		1,230			—
Depreciation and amortization expense		41,947			45,945
Acquisition deal and integration costs		616			3,211
Excluded deal and integration costs³		—			—
Acquisition inventory set-up expense		—			—
Acquisition amortization of backlog		—			—
Business realignment costs		5,140			1,867
Excluded business realignment costs³		—			—
Factory and warehouse consolidation		—			744
Headquarter relocation costs		996			2,059
Cost of debt refinancing		—			1,190
Monterrey, MX new factory start-up costs		—			4,489

Credit Agreement TTM Adjusted EBITDA	$	164,435		$	179,765

Net Sales TTM	$	936,240		$	1,013,540
Net Margin		5.2	%		4.6	%
Credit Agreement Adjusted EBITDA Margin		17.6	%		17.7	%
Total debt		471,592			530,236
Standby letters of credit		14,921			15,368
Cash and cash equivalents		(133,176	)		(114,126	)
Net Debt	$	353,337		$	431,478

Net Leverage Ratio		2.15	x		2.40	x

1	EBITDA is normalized to include a full year of the acquired entity and assuming that deal related synergies are achieved for montratec in fiscal year 2024 and Dorner and Garvey in fiscal year 2023.

During the quarter ending December 31, 2023, certain employees in one of the Company’s U.S. pension plans accepted an offer to settle their pension obligation with a lump sum payment. These lump sum settlements are one of the steps the Company is taking to terminate the plan by transferring the liabilities to a third-party.

3	The Company’s credit agreement definition of Adjusted EBITDA excludes certain acquisition deal and integration costs and business realignment costs that are incurred up to two years after the close of an acquisition.


		2024 PROXY STATEMENT			11

COMPANY SUMMARY

Governance Highlights

Our Company is committed to good corporate governance, which promotes the long-term interests of shareholders, strengthens Board and management accountability, and helps build public trust.



Board Independence		• Eight of our nine Directors are independent • Our Chairman of the Board is an independent director • Our Lead Director is an independent director • Our CEO is the only management director • All of our Board Committees are comprised of only independent directors and have the ability to hire third-party advisors

Executive Sessions		• The independent Directors regularly meet in executive session • Independent Chairman presides at executive sessions of the independent Directors

Other Board and Board Committee Practices		• Separate Chair and Chief Executive Officer roles • Oversight of risk and enterprise strategy • Oversight of human capital management and executive compensation • Oversight of ESG Strategy • Stock ownership guidelines • Anti-hedging and anti-pledging policies • Retain an independent compensation consultant • Robust clawback provisions, broader than SEC requirements

Board Performance		• Board oversight of company strategy • Annual Board evaluations • Commitment to Board refreshment and succession planning • Focus on management development and succession planning

Board Diversity		• Rich mixture of educational, professional, experiential, age, gender, and global diversity and maintain rigorous director qualification standards. • 44% of Directors that represent diverse demographic backgrounds, three of whom identify as women, and two that identify as ethnically diverse. • Policy to include women and ethnically/racially diverse candidates in new director candidate pools

Vote Standard		• Voluntarily adopted majority voting in uncontested election; plurality voting in contested election
Shareholder Rights		• Market standard proxy access rights for shareholders • No poison pill • Annual election of all directors, majority voting for all directors (uncontested)


12		2024 PROXY STATEMENT

COMPANY SUMMARY

Principles of Our Compensation Program

Our executive compensation program is designed to support our business strategy and attract, retain, and motivate the performance and continuity of the leadership team with the ultimate goal of generating strong operating results and delivering solid, sustainable returns to our shareholders. Our executive compensation program is designed to attract and retain highly skilled, performance-oriented executives who thrive in a culture focused on delivering purpose-driven results. We incentivize our senior leaders to deliver the highest levels of execution and business results, while also delivering an exceptional experience and value for our customers. We carry out these objectives through the following attributes of our executive compensation program:

•

We align executive compensation with achievement of operational and financial results, increases in shareholder value, and delivering on our strategic initiatives.

•

The majority of total compensation for our executives is at-risk and is delivered through short-term and long-term incentive programs that are designed to align their interests with those of our shareholders.

LOGO

•

Our compensation program is designed to motivate and reward our executives for sustained superior performance through the use of variable compensation tied to short and long-term results.

•

We evaluate the competitiveness and effectiveness of our compensation programs against other comparable companies based on industry, size, and other relevant criteria in making pay decisions.

•

Total compensation for individual executives is influenced by a variety of factors, including each executive’s scope of responsibility, individual performance, skill set, experience, and expected future contributions.

•

We attempt to create simple, straightforward compensation programs that our partners and shareholders can easily understand.


		2024 PROXY STATEMENT			13

COMPANY SUMMARY

The following table provides summary information about each director nominee. Biographical information about each nominee, as well as highlights of certain notable skills, qualifications, attributes, and experiences that contributed to the nominee’s selection for election at our 2024 Annual Meeting, are included herein.

Name

Primary Occupation

Director
Since

Age

Independent

Position

Board Committees

Audit

Human Capital,
Compensation

& Succession

Corporate
Governance
& Nomination

Gerald G.
Colella

Chairman of the Board of MKS Instruments; Former President & Chief Executive Officer of MKS Instruments

2021

✓

Chairman

Kathryn V.
Roedel

Director at Generac, Holdings;

Former EVP, Chief Services and Fulfillment Officer of Sleep Number

2017

✓

Lead
Director

LOGO

David J.
Wilson

President & CEO of Columbus McKinnon; Director of Modine Manufacturing Company

2020

Director

Aziz S.

Aghili

Director of Graphic Packaging Holding Company; Former Executive Vice President of Dana Incorporated

2018

✓

Director

LOGO

Jeanne
Beliveau-
Dunn

Chief Executive Officer and President of Claridad, LLC

2020

✓

Director

LOGO

Michael
Dastoor

Appointed Chief Executive Officer
of Jabil Inc., Former CFO

2021

✓

Director

LOGO

Chad R.
Abraham

Chairman and Chief Executive
Officer of Piper Sandler

2021

✓

Director

LOGO

Rebecca
Yeung

Corporate Vice President, Operations Science & Advanced Technology of FedEx Corporation

2023

✓

Director

LOGO

Chris J.
Stephens, Jr.

Former Senior Vice President and
Chief Financial Officer of Sealed Air Corporation and Barnes Group

2024

✓

Director

LOGO

LOGO Committee Member

LOGO Committee Chair


16		2024 PROXY STATEMENT

COMPANY SUMMARY

Board Qualifications and Diversity

The following charts show how certain skills, experience, characteristics, and other criteria, including diversity of viewpoints and diversity with respect to gender and demographics, are currently represented on our board. The chart summarizing skills is not intended to be an exhaustive list for each director, but instead intentionally focuses on the primary skillsets each director contributes. We believe the combination of the skills and qualifications shown below demonstrates how our board is well-positioned to provide effective oversight and strategic advice to our management.

Director

LOGO

M&A

LOGO

Human
Capital
Mgmt.

LOGO

Operations

LOGO

Brand/NPD

LOGO

Global
Experience

LOGO

Sales/
Marketing

LOGO

Finance
Expertise

LOGO

Gender
Diversity

LOGO

Ethnic/
Racial
Diversity

Gerald G.
Colella

Kathryn V.
Roedel

David J.
Wilson

Aziz S.
Aghili

Jeanne
Beliveau-
Dunn

Michael
Dastoor

Chad R.
Abraham

Rebecca
Yeung

Chris J.
Stephens Jr.

Total


		2024 PROXY STATEMENT			17

PROPOSAL 1: ELECTION OF DIRECTORS

The Board is elected annually by shareholders to oversee the long-term health, overall success, and financial strength of the Company’s business. The Corporate Governance and Nomination Committee is responsible for considering candidates for the Board and recommending director nominees for the Board.

Our Board of Directors believes that its overriding responsibility is to offer guidance and the benefit of its collective experience to help our management understand the risks confronting, and opportunities available to our Company. In furtherance of this responsibility, our Board of Directors has adopted a General Corporate Governance Policy setting forth certain policies, guidelines, and procedures it deems important to the successful satisfaction of this responsibility.

These policies and procedures include guidelines as to the eligibility, independence, evaluation, education, succession planning, compensation, and indemnification of our directors, as well as with respect to specific transactions requiring the prior formal approval of our Board of Directors. A copy of our General Corporate Governance Policy is posted on the Investor Relations section of the Company’s website at investors.cmco.com.

NEW BOARD DEVELOPMENTS

Mr. Gerald Colella was appointed Chairman of the Board effective April 1, 2023. He joined the Columbus McKinnon Board of Directors in November 2021.

Ms. Kathryn Roedel was appointed as Lead Director effective April 1, 2023. She will serve as a key advisor and support the Chairman of the Board. She joined the Columbus McKinnon Board of Directors in October 2017.

Mr. Richard Fleming retired from the Board of Directors at the end of his term at the Annual Meeting of Shareholders on July 24, 2023. The Board and Management thank Mr. Fleming for his twenty-four (24) years of dedicated service on behalf of the Company.

Mr. Heath Mitts stepped down from the Board of Directors for personal reasons effective January 31, 2024. The Board and Management thank Mr. Mitts for his nine (9) years of dedicated service on behalf of the Company.

Mr. Chris Stephens Jr. was appointed to the Board of Directors in March 2024. He serves as a Member of the Audit Committee and Human Capital, Compensation and Succession Committee.

Mr. Aziz Aghili is retiring from his position as EVP of Dana and President of Dana’s Commercial Vehicle Drive and Motion Systems (NYSE:DAN) on June 30, 2024.

The Company’s committee leadership has also been refreshed. The new leaders are:

•

Ms. Jeanne Beliveau-Dunn, Chair of the Human Capital, Compensation & Succession Committee

•

Mr. Aziz Aghili, Chair of the Corporate Governance and Nomination Committee

•

Mr. Michael Dastoor, Chair of the Audit Committee.

ELECTION OF DIRECTORS

The Board, upon recommendation of its Corporate Governance and Nomination Committee, has nominated each of the directors named for election at the Annual Meeting. Such individuals were selected based on their broad experience, wisdom, integrity, alignment with our values, understanding of the business environment, through appreciation for strong ethics and appropriate governance and their willingness to devote adequate time to their Board duties. The experience, qualifications, attributes, and


18		2024 PROXY STATEMENT

PROPOSAL 1: ELECTION OF DIRECTORS

skills that led the Corporate Governance and Nominations Committee to conclude that each person should be nominated to serve as a director are discussed in more detail below. The nominees included below are each standing for election for one of the nine positions on our Board.

On October 18, 2022, the Company filed a Restated Certificate of Incorporation (the “Restated Certificate”) with the Secretary of State of the State of New York effecting an amendment and restatement of the Company’s certificate of incorporation to remove the requirement that the Company’s board of directors consist of not less than three and no more than nine directors. The Restated Certificate was approved by the Company’s shareholders at the Special Meeting held on October 17,2022. On October 20, 2022, the Company’s board of directors also adopted amended and restated bylaws to, among other matters, remove the requirement that the Company’s board of directors consist of not less than three and no more than nine directors, except as otherwise provided therein.

The Directors are to be elected at each annual meeting of shareholders and to serve for a term of one year or until their successors are duly elected and qualified. Each of the Directors attended at least 75% of the Board meetings held in Fiscal Year 2024, except Mr. Stephens, Jr., who was elected in March 2024.

Unless instructions to the contrary are received, it is intended that the shares represented by proxies will be voted for the election as Directors of Gerald G. Colella, Kathryn V. Roedel, David J. Wilson, Aziz A. Aghili, Jeanne Beliveau-Dunn, Michael Dastoor, Chad R. Abraham, Rebecca Yeung, and Chris J. Stephens, Jr., each of whom has been previously elected by our shareholders except Mr. Stephens, Jr. If any of these nominees should become unavailable for election for any reason, it is intended that the shares represented by the proxies solicited herewith will be voted for such other person as the Board of Directors shall designate. The Board of Directors has no reason to believe that any of these nominees will be unable or unwilling to serve if elected to office.

Each of the 9 individuals nominated for election to the Board would hold office until the 2025 Annual Meeting of Shareholders and until his or her successor is elected and qualified. Each nominee has agreed to serve as a director if elected. If for some unforeseen reason a nominee becomes unwilling or unable to serve, the Board may reduce the number of directors that serve on the Board or choose a substitute nominee in accordance with our By-Laws. If a substitute nominee is chosen and you have submitted your proxy, the proxy holders may vote your shares for the substitute nominee in their discretion.


		2024 PROXY STATEMENT			19

PROPOSAL 1: ELECTION OF DIRECTORS




		Gerald G. Colella Director since November 2021. Appointed Chairman of the Board April 1, 2023 Age: 67 Principal Occupation: • Chairman MKS Instruments Board Committees: • Prior to appointment as Chairman, served on the Human Capital, Compensation & Succession Committee, and Corporate Governance & Nomination Committee from July 2022-February 2023		Gerald (Jerry) Colella was appointed Independent Director of the Company in November 2021. He served on the Human Capital, Compensation and Succession Committee and the Corporate Governance and Nomination Committee until his appointment as Chairman on April 1, 2023. Mr. Colella also serves as the Chairman of the Board for MKS Instruments (Nasdaq: MKSI), a global provider of instruments, systems, subsystems, and process control solutions that measure, monitor, deliver, analyze, power and control critical parameters of advanced manufacturing processes. He also serves as the Chairman of the Board of Advisors for the University of Lowell’s Manning School of Business. Previously, he served on the Board of Directors for GCP Applied Technologies. In 2020, Mr. Colella retired as President and CEO of MKS after spending 36 years advancing through progressively challenging positions. His experience spans from Vice President of Worldwide Operations to Chief Business Officer and later Chief Operating Officer. During this time, he oversaw all aspects of the business, preparing him for his successful tenure as President and CEO. Mr. Colella holds a bachelor’s degree in secondary education and teaching from the University of Lowell and an MBA from Southern New Hampshire University. He also holds an honorary doctorate from the University of Massachusetts. Qualifications Mr. Colella’s qualifications to serve on the Board include his senior leadership and governance experience, his financial and accounting leadership, and deep industrial technology experience, combined with his track record of expanding into new geographies and markets, while delivering sustainable and profitable growth.


20		2024 PROXY STATEMENT

PROPOSAL 1: ELECTION OF DIRECTORS




		Kathryn V. Roedel Director since October 2017 Elected Lead Director April 1, 2023 Age: 63 Principal Occupation: • Retired from Sleep Number Corporation Board Committees: • Lead Director and Member of Human Capital, Compensation & Succession Committee and Corporate Governance and Nomination Committee		Kathryn Roedel was appointed an Independent Director of the Company in October 2017. She serves as Lead Director, and is a Member of the Human Capital, Compensation and Succession Committee and Corporate Governance and Nomination Committee. Ms. Roedel serves as a Board Director at Generac, Holdings, Inc. (NYSE: GNRC). Ms. Roedel was the EVP, Chief Services and Fulfillment Officer at Sleep Number Corporation (NASDAQ: SCSS), a direct-to-consumer, vertically integrated mattress retailer and manufacturer until her retirement in 2016. Ms. Roedel held various leadership positions over her 11 years including EVP, Products and Services and SVP, Global Supply Chain Officer where she led the company’s supply chain, product management, customer and home delivery services, continuous improvement, and customer experience organizations. Ms. Roedel served on the Executive Board of the International Sleep Products Association as Vice Chair and Chair from 2013 to 2015. Prior to her tenure at Sleep Number, Ms. Roedel held VP and General Management operating roles at General Electric, spanning 22 years in ‘B2B’ businesses including GE Healthcare and GE Information Services. Ms. Roedel serves as Executive Co-Chair for the Minnesota Chapter of Women Corporate Directors. Ms. Roedel holds a Bachelor of Science degree in mechanical engineering from Michigan State University. Qualifications Ms. Roedel’s qualifications to serve on the Board include her senior leadership, public company board and governance experience and her international supply chain experience, strategy, risk management, technology development, regulatory compliance, and leadership development. She is a recognized leader in Corporate Governance with honors including the 2022 NACD Directorship 100 and 2019 Outstanding Directors by Twin Cities Business Magazine.


		2024 PROXY STATEMENT			21

PROPOSAL 1: ELECTION OF DIRECTORS




		David J. Wilson Director since June 1, 2020 Age: 55 Principal Occupation: • As of June 1, 2020, President, and Chief Executive Officer		David Wilson joined Columbus McKinnon Corporation on June 1, 2020, as President and Chief Executive Officer. Prior to joining Columbus McKinnon, Mr. Wilson served as President of Flowserve Corporation’s Pumps Division from 2018 to 2020. He joined Flowserve in 2017 as the President of Flowserve’s Industrial Products Division. Prior to Flowserve, Mr. Wilson was President of the Industrial segment of SPX FLOW, Inc. He was with SPX Corporation, and subsequently SPX FLOW, between 1998 and 2017 progressing through a series of promotions that included the leadership of several global operating businesses and six years in Asia serving as the President of Asia Pacific. Mr. Wilson also led several successful corporate development initiatives while serving as Vice President of Business Development for multiple businesses. Before joining SPX, he held operating and engineering leadership positions at Polaroid Corporation. In addition to serving as a Director on the Columbus McKinnon Corporation (Nasdaq: CMCO) Board, Mr. Wilson serves on the Board of Directors of Modine Manufacturing Company (NYSE: MOD) and the National Association of Manufacturers. He also serves on the Board of Trustees of the Manufacturers Alliance. Mr. Wilson previously served on the Hydraulic Institute Board of Directors and the Maine College of Art (MECA) Board of Trustees. Mr. Wilson is a recipient of Shanghai, China’s prestigious Silver (2011) and Gold (2013) Magnolia Awards and served as an Officer and Executive Committee Member of the Pan Asia Chapter of the Young Presidents’ Organization. Mr. Wilson holds a Bachelor of Science degree in electrical engineering from the University of Massachusetts and studied for a master’s degree in business administration at the F.W. Olin Graduate School of Business at Babson College. Mr. Wilson also completed graduate-level coursework at Tsinghua University in Beijing, China, and at the University of Lausanne/IMD in Lausanne, Switzerland. Qualifications Mr. Wilson’s qualifications to serve on the Board include his senior leadership, operational excellence and customer-centric commercial experience, international and business development skills and demonstrated track record for delivering results.


22		2024 PROXY STATEMENT

PROPOSAL 1: ELECTION OF DIRECTORS




		Aziz S. Aghili Director since May 2018 Age: 65 Principal Occupation: • Retiring from Dana Incorporated on June 30, 2024 Board Committees: • Chair, Corporate Governance and Nomination Committee, and Member of Human Capital, Compensation and Succession Committee, and Audit Committee from January 2024-May 2024.		Aziz Aghili was appointed an Independent Director of the Company in May 2018. He serves as Chair of the Corporate Governance and Nomination Committee, and is a Member of the Human Capital, Compensation and Succession Committee and the Audit Committee from January 2024 through May 2024. Mr. Aghili is retiring from his position as the Executive Vice President of Dana and President of Dana’s Commercial Vehicle Drive and Motion Systems on June 30, 2024. Dana (NYSE: DAN) is a worldwide supplier of drivetrain, sealing, and thermal-management technologies for vehicle manufacturers. Mr. Aghili also serves on the Board of Directors of Graphic Packaging Holding Company, a leading provider of sustainable paper-based packaging solutions. Mr. Aghili joined Dana in 2009 as President of Dana Europe and was named President of Dana Asia-Pacific in 2010. Prior to joining Dana, Mr. Aghili held various leadership roles over his 20-year tenure with ArvinMeritor, where he most recently served as Vice President and General Manager of Body Systems. While at ArvinMeritor, he held strategic leadership positions worldwide, including Vice President and General Manager of Asia Pacific and Vice President of Global Procurement, Commercial Marketing, and Business Development - Asia Pacific. Before joining ArvinMeritor, he worked for Nissan Motor Company and General Electric Plastics. Mr. Aghili holds a bachelor’s degree in mechanical engineering from Teesside Polytechnic University in the United Kingdom. He also holds graduate diplomas in business administration from the University of New South Wales and international management and business administration from the INSEAD Business School in France. Qualifications Mr. Aghili’s qualifications to serve on the Board include his senior leadership and governance experience, his global manufacturing and operations experience in motion and electronic drive products, and his background in operational excellence.


		2024 PROXY STATEMENT			23

PROPOSAL 1: ELECTION OF DIRECTORS




		Jeanne Beliveau- Dunn Director since March 2020 Age: 64 Principal Occupation: • Chief Executive Officer and President of Claridad, LLC Board Committees: • Chair Human Capital, Compensation & Succession Committee, and Member of Corporate Governance & Nomination Committee		Jeanne Beliveau-Dunn was appointed an Independent Director of the Company in March 2020. She serves as Chair of the Human Capital, Compensation and Succession Committee, and is a Member of the Corporate Governance and Nomination Committee. Ms. Beliveau-Dunn is currently the Chief Executive Officer and President of Claridad LLC, a software and services company in Cyber Security and Internet of Things. Ms. Beliveau-Dunn also sits on the board for Edison International (NYSE: EIX), a generator and distributor of electric power; and Xylem Inc. (NYSE: XYL), a leader in the development of innovative water solutions through smart technology. She has advised several tech start-ups in AI, logistics intelligence, green tech and peer-to-peer, distributed platforms, and is involved in the cutting edge of ESG and industrial tech. She is the Founder of the IoT Talent Consortium, a non-profit bringing together the leading IoT companies and top workforce educators to accelerate digital transformation and has been a National Association of Corporate Directors (NCAD) fellow since March 2019. Before her position with Claridad LLC, Ms. Beliveau-Dunn was the Vice President and General Manager of Cisco Systems Inc. (Nasdaq: CSCO), a global developer, manufacturer, and seller of networking hardware, software, telecommunications equipment, security and other high-technology services and products. During her tenure with Cisco, she held several leadership positions including VP and General Manager of Cisco’s most profitable business, Product Marketing, Global channels, and sales. She was also the founder and leader of the Internet Business Solutions Group. Ms. Beliveau-Dunn holds a Bachelor of Science degree in marketing, business law, and computer science from the University of Massachusetts. She also completed the Executive MBA program at the Massachusetts Institute of Technology and the Executive Leadership Program at the Harvard Business School. She is highly recognized by several organizations for her governance leadership, including Women Inc. as one of the Most Influential Corporate Directors in 2018, Silicon Valley Business Journal as a Women of Influence in 2015 and the 2023 NACD Directorship 100. She also engages regularly in Stanford’s Governance program for public company directors. Qualifications Ms. Beliveau-Dunn brings immense value to Columbus McKinnon from 30 years of experience as a transformational executive and business leader, in technology and industrial automation. She brings extensive experience building and running large global businesses, in infrastructure, cybersecurity, AI, SaaS and cloud. She led market leading product and services businesses and ran marketing, business operations, and employee and leadership development. She has experience in the acquisition and integration of notable companies and worked extensively with the investor community. She also has public company board, compensation, audit, and governance experience.


24		2024 PROXY STATEMENT

PROPOSAL 1: ELECTION OF DIRECTORS




		Michael Dastoor Director since May 2021 Age: 58 Principal Occupation: • Appointed Chief Executive Officer Jabil Inc. on May 20, 2024, prior thereto EVP, Chief Financial Officer Board Committees: • Chair Audit Committee		Michael Dastoor was appointed an Independent Director of the Company in May 2021. He serves as the Chair of the Audit Committee. Mr. Dastoor was appointed Chief Executive Officer of Jabil Incorporated (NYSE:JBL) on May 20, 2024. Since 2018, he served as the Executive Vice President and CFO of Jabil Incorporated, a global manufacturing services company. In 2000, he joined Jabil as a regional controller in the Asia Pacific region and served as the Vice President and then as the Senior Vice President and Controller from 2004 through 2018, when he was named CFO. Prior to joining Jabil, Mr. Dastoor worked for seven years as Regional Chief Financial Officer at Inchape plc (LSE: INCH), a British multinational automotive distribution, retail, and services company, leading the finance teams along with business process re-engineering and M&A for the Eastern Mediterranean and Southeast Asia regions. He holds degrees in finance and accounting from the University of Mumbai (formerly the University of Bombay) and is a chartered accountant through the Institute of Chartered Accountants in England and Wales, where he spent six years in auditing covering the United Kingdom and Europe. Qualifications Mr. Dastoor is a financial expert on our Board and his qualifications to serve include his senior executive leadership skills and governance experience, his financial and accounting leadership for the engineering services, electronics manufacturing and automotive industries and his international experience, particularly in the Southeast Asia and Latin America regions.


		2024 PROXY STATEMENT			25

PROPOSAL 1: ELECTION OF DIRECTORS




		Chad R. Abraham Director since November 2021 Age: 55 Principal Occupation: • Chair & CEO Piper Sandler Board Committees: • Member of Audit Committee		Chad Abraham was appointed an Independent Director of the Company in November 2021. He serves on the Audit Committee. Mr. Abraham’s deep understanding of the industrial landscape, experience as Chief Executive Officer, and track record of fostering transformation and growth are invaluable to Columbus McKinnon and significant additions to our Board. Mr. Abraham is currently Chairman and CEO of Piper Sandler (NYSE: PIPR), a leading investment bank and financial services company. He has served as the Chairman of Piper Sandler’s Board since he became CEO in 2018. Mr. Abraham also serves on the Board of Trustees of The Blake School. Mr. Abraham joined Piper Sandler in 1991 as an investment banking analyst in the technology sector. Following that role, he initiated and grew Piper Sandler’s presence in Menlo Park, CA, and later advanced to the head of capital markets. In 2010, he was promoted to Global Co-Head of Investment Banking and Capital Markets before he was appointed Chair and CEO in 2018. Mr. Abraham holds a bachelor’s degree in economics and political science from Northwestern University. Qualifications Mr. Abraham is a financial expect on our Board and his qualifications to serve include his senior leadership and public company board and governance experience, his financial and accounting experience as CEO and a track record of fostering transformation and growth.


26		2024 PROXY STATEMENT

PROPOSAL 1: ELECTION OF DIRECTORS




		Rebecca Yeung Director since January 2023 Age: 52 Principal Occupation: • Corporate VP, Operations Science & Advanced Technology, FedEx Corporation (NYSE: FDX) Board Committees: • Member of Corporate Governance & Nomination Committee		Ms. Yeung was appointed an Independent Director of the Company in January 2023. She serves on the Corporate Governance and Nomination Committee. Ms. Yeung’s deep understanding of the industrial landscape and strategic insights and skills will add a valuable perspective to our Board. Ms. Yeung brings to the Board nearly 30 years of global experience in both strategy and operations technology. The majority of her career has been at FedEx, a global logistics and delivery, e-commerce, and business systems company. She joined the company in 1998 and served in various marketing and corporate strategy roles including Manager, Strategic Programs; Staff Director, Service Experience & Operations Technology; and VP Advanced Technology and Innovation prior to her current role as Corporate VP, Operations Science & Advanced Technology. Prior to joining FedEx, she was a Management Consultant at the China-Britain Consulting Group in Shanghai, China. Ms. Yeung is a graduate of Fudan University, Shanghai, China, and has an MBA from the Robert H. Smith School of Business, University of Maryland. Qualifications Ms. Yeung’s qualifications to serve on the Board include her operations technology background including AI-enabled robotics, warehouse and supply chain automation, and data-centered logistics, global experience and strategic skills, combined with her deep knowledge of Asia, enhance the growth acumen and depth of our Board and provide insights into the megatrends of automation and digitization. In 2024, Ms. Yeung was recognized by Reuters Events as Top 20 Trailblazing Women who demonstrate real influence, impact and leadership in large-scale enterprise AI deployment.


		2024 PROXY STATEMENT			27

PROPOSAL 1: ELECTION OF DIRECTORS




		Chris J. Stephens, Jr. Director since March 2024 Age: 59 Principal Occupation: • Retired from Sealed Air Corporation as SVP and Chief Financial Officer Board Committees: • Member of the Audit Committee and Human Capital, Compensation and Succession Committee		Mr. Stephens was appointed an Independent Director of the Company in March 2024. He serves as a member of the Audit Committee and the Human Capital, Compensation and Succession Committee. Mr. Stephens background and leadership are a great complement to Columbus McKinnon’s Board’s existing transformational and financial expertise. Mr. Stephens is a seasoned, global industrial leader and most recently served as the Senior Vice President and Chief Financial Officer of Sealed Air Corporation. In his role, he was responsible for all finance functions and global shared service capabilities and was a critical leader driving Sealed Air’s strategic transformation to deliver growth and operating leverage. Prior to joining Sealed Air, he served as the SVP and Chief Financial Officer of Barnes Group. He also served in a variety of Finance leadership roles at both Boeing and Honeywell. Though these roles, Mr. Stephens has demonstrated his extensive industrial expertise, operational capabilities, and financial acumen. Mr. Stephens earned a master’s in business degree from Virginia Tech’s Pamplin School of Business and a bachelor’s degree in accounting from King’s College. He currently serves as a member of the Fairfield University Dolan School of Business Advisory Board. Previously, he served on the Board of Directors of PGT Innovations, as Chair of the Manufacturers Alliance CFO Council, as a member of the Connecticut Business Industry Association Board of Directors and was a member of Loyola Marymount University’s Business School Advisory Board. Qualifications Mr. Stephens is a financial expect on our Board and his qualifications to serve include his senior leadership and public company board and governance experience, his 35 years of experience in financial and operational leadership and his track record of executing business transformation and growth both organically and through M&A in attractive target end markets.

THE BOARD OF DIRECTORS RECOMMENDS UNANIMOUSLY A VOTE “FOR” EACH OF THE DIRECTOR NOMINEES


28		2024 PROXY STATEMENT

PROPOSAL 2: RATIFICATION OF APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING MARCH 31, 2025

General

We are asking our shareholders to ratify our Audit Committee’s appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2025. In the event our shareholders fail to ratify the appointment, the Audit Committee will reconsider this appointment. Even if the appointment is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if the Audit Committee determines that such a change would be in the best interests of our Company and its shareholders. Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting and will have the opportunity to make a statement if they desire to do so. It is also expected that those representatives will be available to respond to appropriate questions.

Principal Accountant Fees and Services

The aggregate fees billed to us by Ernst & Young LLP for fiscal years 2024 and 2023 are as follows:


	Fiscal Year 2024 ($ in thousands)		Fiscal Year 2023 ($ in thousands)
Audit Fees⁽¹⁾		2,997		2,734
Audit Related Fees⁽²⁾		12		8
Tax Fees⁽³⁾		353		338
All Other Fees⁽⁴⁾		7		6
Total		3,369		3,086

(1)	Consists of fees billed for the audit of our annual financial statements, review of financial statements included in our Quarterly Reports on Form 10-Q and services that are normally provided by auditors in connection with statutory and regulatory filings or engagements.

(2)	Consists of certain agreed upon procedures.

(3)	Consists of all tax related services.

(4)	Consists of all other products and services provided other than the services reported under audit fees and tax fees.

THE BOARD OF DIRECTORS RECOMMENDS UNANIMOUSLY A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP TO SERVE AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING MARCH 31, 2025.


		2024 PROXY STATEMENT			29

PROPOSAL 3: ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

We are required pursuant to Section 14A of the Exchange Act to provide a non-binding shareholder vote on our executive compensation as described in this proxy statement (commonly referred to as “Say-on-Pay”).

The advisory vote on executive compensation is a non-binding vote on the compensation of the Company’s named executive officers, as described in the Compensation Discussion and Analysis section, the compensation tables, and the accompanying narrative disclosure set forth in this proxy statement.

In Fiscal Year 2024 we enhanced our shareholder engagement process by implementing a formal outreach program including proactive outreach to our largest shareholders to discuss our governance, say-on-pay and ESG policies and practices. The Board and senior management value our shareholders’ perspectives and feedback on our business, corporate governance, compensation, and ESG matters. We contacted shareholders representing approximately 37% of our outstanding shares at the time of outreach. Responsive to our shareholder feedback, we modified executive management compensation practices, as outlined in detail in the Compensation and Discussion and Analysis.

Our compensation program is comprehensive, consisting of base salary, annual incentives, long-term incentives, and benefits, in support of our objective of providing superior value to shareholders and customers. Our program is designed to motivate and reward our executives for sustained superior performance through the use of variable compensation tied to short, intermediate, and long-term results. Our business success depends on our ability to attract and retain executive talent through competitive compensation opportunities provided by our program. For the reasons discussed above, the Board of Directors unanimously recommends that shareholders vote in favor of the following resolution:

“RESOLVED, that the shareholders hereby APPROVE, on a non-binding, advisory basis, the compensation paid to the Company’s named executive officers, as disclosed in the Company’s proxy statement prepared in connection with its 2024 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission in the Company’s Proxy Statement for the 2024 Annual Meeting of Shareholders (which disclosure includes the Compensation Discussion and Analysis, the executive compensation tables and narrative discussion).”

THE BOARD OF DIRECTORS RECOMMENDS UNANIMOUSLY A VOTE “FOR” THE APPROVAL OF THE COMPANY’S COMPENSATION OF ITS NAMED EXECUTIVE OFFICERS.


30		2024 PROXY STATEMENT

PROPOSAL 4: APPROVE OF COLUMBUS MCKINNON CORPORATION SECOND AMENDED AND RESTATED 2016 LONG TERM INCENTIVE PLAN

Approval of the Second Amended and Restated 2016 Long Term Incentive Plan

We are asking our shareholders to approve a second amendment and restatement of the Columbus McKinnon Corporation 2016 Long Term Incentive Plan (the “2016 Plan”). Upon recommendation of the Compensation Committee, the Board approved the second amended and restated 2016 Plan on June 4, 2024, subject to receipt of shareholder approval, and has recommended that shareholders approve this Proposal 4 to approve the second amended and restated 2016 Plan. The second amended and restated 2016 Plan, among other clarifying and administrative changes, increases the maximum number of shares that may be issued as awards under the 2016 Plan by 2,800,000 shares in order to provide sufficient available capacity to permit the Company to continue to grant equity awards to its directors, officers, employees, and third-party service providers. The Compensation Committee believes that long-term incentives provide important medium-term and long-term incentives for our directors, officers, employees, and third-party service providers to achieve the Company’s strategic business plan. The Compensation Committee also believes that long-term incentives consistent with those available to other leading industrial companies are required for us to compete for, motivate, and retain high-quality directors, executives, employees, and third-party service providers.

Background

The 2016 Plan was originally adopted by our Board and approved by our shareholders on July 18, 2016. The 2016 Plan was then amended and restated effective June 5, 2019, for which shareholder approval was obtained on July 22, 2019, to, among other items, increase the number of shares authorized for use in making awards under the 2016 Plan by an additional 2,500,000 shares.

Changes to the 2016 Plan

We are asking our shareholders to approve a second amendment and restatement of the 2016 Plan, which (along with certain other clarifying and administrative changes) increases the number of shares authorized for use in making awards under the 2016 Plan by an additional 2,800,000 shares. These additional 2,800,000 shares, when combined with the 339,019 shares remaining available for grant under the 2016 Plan as of March 31, 2024, will result in 3,139,019 shares being available for grant under the 2016 Plan if the second amended and restated 2016 Plan is approved.

The other clarifying and administrative changes being made to the second amended and restated 2016 Plan include:

•

Extending the duration of the 2016 Plan such that it will now terminate on June 4, 2034, which is the tenth anniversary of the effective date of the second amendment and restatement of the 2016 Plan;

•

Extending the period during which the Company may grant incentive stock options (“ISOs”) under the 2016 Plan until June 4, 2034, which is the tenth anniversary of the effective date of the second amendment and restatement of the 2016 Plan;

•

Adding a provision whereby the option exercise price for any ISOs granted under the 2016 Plan to any Ten-Percent shareholders (as defined in the 2016 Plan) must be equal to at least 110% of the fair market value of a share of the Company’s common stock and any such ISOs must be exercisable not later than the fifth anniversary of the grant date thereof;


		2024 PROXY STATEMENT			31

PROPOSAL 4: APPROVE OF COLUMBUS MCKINNON CORPORATION SECOND AMENDED AND RESTATED 2016 LONG TERM INCENTIVE PLAN

•

Expanding the list of possible performance measures to be used with respect to incentive awards issued under the 2016 Plan to include strategic goals and objectives, including objectives related to qualitative or quantitative environmental, social and governance metrics; and

•

Including additional Code Section 409A compliance provisions to the 2016 Plan.

Current Overview of Available Equity Awards

As of March 31, 2024, the Company had 339,019 shares available for grant under the amended and restated 2016 Plan, a number that both the Compensation Committee and the Board believe to be insufficient to meet our anticipated needs for the remainder of 2024 and beyond. The Board believes that it is desirable and necessary to increase the number of shares available for issuance under the 2016 Plan so that the Company can continue to fulfill our compensation philosophy goals of competing for, motivating, and retaining high-quality directors, executives, employees, and third-party service providers and linking their interests with those of our shareholders. If the second amended and restated 2016 Plan is not approved by our shareholders, the amended and restated 2016 Plan will remain in place, but the Company expects that it will be unable to maintain its current new hire and Company annual equity grant practices, and, as a result, the Company expects that it will be at a significant competitive disadvantage in attracting and retaining talent. If the second amended and restated 2016 Plan is approved by our stockholders, the Company will have an additional 2,800,000 shares available for grant after the Annual Meeting. The Company believes these 2,800,000 shares, when taken together with the 339,019 shares available for grant under the amended and restated 2016 Plan as of March 31, 2024, represent the pool of shares necessary to attract, retain, and motivate directors, executives, employees, and third-party service providers of the Company.

On May 20, 2024, the Compensation Committee, as part of the Company’s regular annual grant process, granted an aggregate of 188,596 stock options and 74,745 time-based restricted stock units to certain of the Company’s employees (including the NEOs) under the 2016 Plan. These stock options and time-based restricted stock units are not reflected above in the number of shares available for grant under the amended and restated 2016 Plan as of March 31, 2024. In addition, on May 20, 2024, the Compensation Committee also approved contingent grants of a specified dollar value of performance-based stock unit awards to certain of the Company’s employees (including the NEOs), the receipt of which performance-based stock units by the grantees is subject to the receipt of shareholder approval of the second amended and restated 2016 Plan pursuant to this Proposal 4. The number of performance-based stock units to be received by each grantee will be determined as the quotient obtained by dividing the dollar value of the performance-based stock award granted to such grantee by the 20-day average price of the Company’s common stock as of the grant date. If these performance-based stock units were granted upon on the date of their approval by the Compensation Committee, such number of performance-based stock units would be in excess of the number of shares remaining available under the amended and restated 2016 Plan for future issuance. These contingently awarded performance-based stock units are described in further detail under the “New Plan Benefits” section below. If this Proposal 4 is not approved, these contingently awarded performance-based stock units will be forfeited. In that case, we may be unable to continue to offer competitive equity award packages to attract and retain employees. If our shareholders approve this Proposal 4, a portion of the increase in the number of shares of our common stock reserved for issuance under the second amended and restated 2016 Plan would be used to satisfy these contingent grants of performance stock units. These contingently awarded performance-based stock units are also not reflected above in the number of shares available for grant under the amended and restated 2016 Plan as of March 31, 2024.

When considering the number of additional shares to add to the 2016 Plan, the Board and our Compensation Committee reviewed, among other things, the potential dilution to current shareholders as


32		2024 PROXY STATEMENT

PROPOSAL 4: APPROVE OF COLUMBUS MCKINNON CORPORATION SECOND AMENDED AND RESTATED 2016 LONG TERM INCENTIVE PLAN

measured by burn rate and dilution, and projected future share usage with consideration for the current trading range for our shares of common stock, and input from Meridian Compensation Partners, LLC, the Compensation Committee’s independent compensation consultant. Based on our historical grant rate, the 2,800,000 shares to be added to the second amended and restated 2016 Plan, in combination with the remaining authorized shares under the 2016 Plan, are projected to satisfy the Company’s equity compensation needs through the 2028 Annual Meeting of Shareholders. However, we cannot predict our future equity award grant practices, the future price of our shares or future hiring activity with any degree of certainty at this time, and the share reserve under the second amended and restated 2016 Plan could last for a shorter or longer period of time.

In light of the factors considered, the Board believes that this number of shares represents reasonable potential equity dilution and provides a significant incentive for directors, executives, employees, and third-party service providers to increase the value of the Company for all shareholders. As a result, the Board has determined that the size of the share reserve under the second amended and restated 2016 Plan is reasonable and appropriate at this time.

Historical Use of Equity—Run Rate and Dilution

We believe we have utilized equity-based compensation appropriately over the past several years.

The actual equity award grants for the 2022-2024 fiscal years, are shown in the table below:


Fiscal Year	Stock Options and SARs Granted		Other Share- Settled Awards Granted/Settled*		Weighted Average Shares Outstanding for Fiscal Year		Traditional Run Rate**

2024		298,674		228,048		28,728,000		1.83	%

2023		394,586		202,895		28,600,000		2.09	%

2022		159,643		173,306		28,040,000		1.19	%

Three-Year Average								1.70	%

*	Includes the number of time-vested other share-settled awards granted and the number of shares issued upon settlement of performance-based awards.

**	The Traditional Run Rate Formula = (Stock Options & SARs Granted + Time-Vested Share-Settled Awards Granted + Shares issued in settlement of Performance-Based Awards) / Weighted Average Common Shares Outstanding for fiscal year.

As of March 31, 2024, our current basic dilution is 6.82% and our fully diluted dilution is 6.38%. Basic dilution is calculated by taking the total number of shares available for grant under the 2016 Plan plus the outstanding stock options and “Full-Value Awards” (awards other than stock options or SARs that are settled by the issuance of shares) and dividing by our shares outstanding as of March 31, 2024. Fully diluted dilution is calculated similarly except that the denominator is the total number of shares requested under the 2016 Plan and the outstanding stock options and Full-Value Awards, plus our shares outstanding as of March 31, 2024. If the 2016 Plan is approved, our basic dilution will increase by 9.72% to 16.54% and our fully diluted dilution will increase by 7.81% to 14.19%.

The closing sale price of a share of the Company’s common stock as reported by Nasdaq on May 31, 2024 was $39.10 per share.


		2024 PROXY STATEMENT			33

PROPOSAL 4: APPROVE OF COLUMBUS MCKINNON CORPORATION SECOND AMENDED AND RESTATED 2016 LONG TERM INCENTIVE PLAN

Key Plan Features

The second amended and restated 2016 Plan continues to include several features that we believe are key compensation and governance best practices and designed to protect the interests of our shareholders and to reflect our compensation philosophy, including the following:

•

Employees, directors, and third-party service providers are eligible to receive awards under the 2016 Plan;

•

No “evergreen” provision included in the 2016 Plan;

•

Limit on non-employee director compensation, including cash and equity awards, of $400,000 per fiscal year or $600,000 per fiscal year in the case of a director serving as our lead independent director or our Chair of the Board;

•

The 2016 Plan will continue to be used instead of the prior equity plans, i.e., the 2010 Long Term Incentive Plan, the 2006 Long Term Incentive Plan, the 1995 Incentive Stock Option Plan, the Non-Qualified Stock Option Plan, the Restricted Stock Plan, and 2014 Stock Incentive Plan of Magnetek, Inc. (collectively, the “Prior Plans”), and no new grants were or will be made under the Prior Plans, as the Company communicated when shareholders approved the 2016 Plan on July 18, 2016 and the amended and restated 2016 Plan on July 22, 2019;

•

The 2016 Plan will continue to count Full Value Awards as 2.1 shares against the share authorization and stock options and SARs as 1 share against the share authorization;

•

The 2016 Plan permits the award of stock options, both nonqualified stock options (“NQSOs”) and ISOs, SARs, restricted stock, restricted stock units, deferred stock units, performance shares, performance share units, performance units, other stock-based awards, and cash-based awards;

•

The 2016 Plan specifically prohibits the repricing or cash buyout of stock options and SARs without shareholder approval;

•

No liberal recycling or reuse of shares under the 2016 Plan. The second amended and restated 2016 Plan continues to not permit the reuse of any shares withheld to cover exercise costs, any award shares withheld to cover taxes, or any shares underlying an award of SARs;

•

Except for 5% of the share authorization which can be granted not subject to minimum vesting requirements, the 2016 Plan includes a one-year minimum vesting requirements for awards;

•

The exercise price for stock options and SARs must be at least equal to the stock price on the date of grant;

•

The 2016 Plan also permits the grant of dividend equivalent rights, provided that dividend equivalent rights cannot be paid on a current basis and instead must be accrued and paid only if and when the underlying shares are earned or vest;

•

Awards cannot be transferred for value;

•

Under the 2016 Plan, change-in-control benefits, i.e., accelerated vesting, for awards are based on a “double trigger,” which requires a participant’s involuntary termination of employment within two years following the change in control; and

•

The 2016 Plan includes “clawback” provisions that allow the Company to terminate outstanding awards, and in some circumstances recover awards that have already been paid, to participants who are found to have engaged in fraudulent or dishonest behavior in accordance with the Company’s clawback policy then in effect.


34		2024 PROXY STATEMENT

PROPOSAL 4: APPROVE OF COLUMBUS MCKINNON CORPORATION SECOND AMENDED AND RESTATED 2016 LONG TERM INCENTIVE PLAN

Description of the Plan

A summary of the principal features of the Plan is provided below but is qualified in its entirety by reference to the full text of the second amended and restated 2016 Plan attached hereto as Appendix A. Capitalized terms used in this Proposal 4 but not defined herein have the meanings ascribed to them in the second amended and restated 2016 Plan.

The Plan is intended to advance the best interests of the Company and our shareholders by providing those persons who have substantial responsibility for the management and growth of the Company with additional performance incentives and an opportunity to obtain or increase their proprietary interest in the Company, thereby encouraging them to continue in their employment or affiliation with the Company or its affiliates.

The second amended and restated 2016 Plan will become effective upon shareholder approval and will continue until June 4, 2034, unless sooner terminated. In addition, no ISOs may be granted under the Plan on or after June 4, 2034. Any Awards granted before June 4, 2034 may extend beyond the expiration or termination date.

Plan Share Limits

The maximum number of shares of common stock that were available for Awards under the 2016 Plan upon its initial adoption was 2,000,000 shares, and an additional 2,500,000 shares were added by the amendment and restatement of the 2016 Plan in 2019. If the shareholders approve the second amended and restated 2016 Plan, the 4,500,000 shares of common stock available for Awards that were previously authorized under the 2016 Plan will be increased by 2,800,000 shares to a total of 7,300,000 shares of common stock. The additional 2,800,000 shares of common stock, when combined with the existing 339,019 shares still available under the 2016 Plan as of March 31, 2024, will result in 3,139,019 shares being available for Awards under the second amended and restated 2016 Plan.

To the extent the Company grants a stock option or a SAR under the 2016 Plan, the number of shares that remain available for future grants under the 2016 Plan shall be reduced by an amount equal to the number of shares subject to such stock option or SAR. To the extent the Company grants a Full Value Award or settles a Performance Share, Performance Share Unit or Performance Unit Award (collectively, “Performance Award”) in shares, the number of shares that remain available for future grants under the 2016 Plan shall be reduced by an amount equal to 2.1 times the number of shares subject to such Full Value Award or Performance Award.

To the extent that shares subject to an outstanding stock option, SAR or Full Value Award granted under the Prior Plans are not issued or delivered by reason of (i) the expiration, termination, cancellation or forfeiture of such Award (excluding shares subject to an option cancelled upon settlement in shares of a related tandem SAR or shares subject to a tandem SAR cancelled upon exercise of a related option), (ii) the settlement of such Award in cash or (iii) the exchange (with the Compensation Committee’s permission) prior to the issuance of shares for Awards not involving shares, then such shares shall again be available under the 2016 Plan; provided, however, that shares subject to an Award under the 2016 Plan or the Prior Plans shall not again be available for issuance under the 2016 Plan if such shares are (x) shares that were subject to a stock option or a SAR and were not issued or delivered upon the net settlement or net exercise of such option or SAR, (y) shares delivered to or withheld by the Company to pay the exercise price or the withholding taxes related to an outstanding Award or (z) shares repurchased by the Company on the open market with the proceeds of an option exercise.


		2024 PROXY STATEMENT			35

PROPOSAL 4: APPROVE OF COLUMBUS MCKINNON CORPORATION SECOND AMENDED AND RESTATED 2016 LONG TERM INCENTIVE PLAN

Limits on Awards

The 2016 Plan permits the following types of Awards to be granted (a more detailed description of the Awards appears below) and imposes fiscal year per-participant Award limits for employees and executives as follows:


Award(s)		Fiscal Year Limit

Stock Options (NQSOs and ISOs) and SARs		400,000 shares

Full-Value Awards		300,000 shares or equal to the value of 300,000 shares, determined as of the date of vesting or payout, as applicable

Substitution Awards		Not applicable

Cash-Based Awards		May not exceed the greater of $5,000,000 or the value of 300,000 shares, determined as of the date of vesting or payout, as applicable

Nonemployee Director Awards		Total value of share Awards under the 2016 Plan along with any cash received for service as a director cannot exceed $600,000 for any director serving as the lead independent director or Chair of the Board and cannot exceed $400,000 for any other Nonemployee Director, except those limits are increased by the value of 30,000 shares for the first year an individual is elected or appointed to the Board as a Nonemployee Director.

The number and kind of shares that may be issued, the number and kind of shares subject to outstanding Awards, the option price or grant price applicable to outstanding Awards, the annual per-participant Award limits, and other value determinations are subject to adjustment by the Compensation Committee to reflect stock dividends, stock splits, reverse stock splits, and other corporate events or transactions, including, without limitation, distributions of stock or property other than normal cash dividends. The Compensation Committee may also make adjustments to reflect unusual or nonrecurring events. The determination of the Compensation Committee as to these adjustments is at the Compensation Committee’s sole discretion and is binding on all 2016 Plan participants.

Administration

The Compensation Committee is responsible for administering the 2016 Plan and has the discretionary power to interpret the terms and intent of the 2016 Plan and any 2016 Plan-related documentation, to determine eligibility for Awards and the terms and conditions of Awards, and to adopt rules, regulations, forms, instruments, and guidelines for administering the 2016 Plan. Determinations of the Compensation Committee made under the 2016 Plan are final and binding. The Compensation Committee may delegate administrative duties and powers to one or more of its members or to one or more officers, agents, or advisors. The Compensation Committee may also delegate to one or more of our officers the power to designate other employees (other than officers subject to Section 16 of the Securities Exchange Act of 1934, as amended) and third-party service providers to be recipients of Awards.

Eligibility

Employees, directors, and third-party service providers of the Company and its subsidiaries who are selected by the Compensation Committee are eligible to participate in the 2016 Plan. As of June 10, 2024, there are approximately 200 eligible employees, nine eligible executive officers, eight non-employee directors, and no eligible third-party service providers.


36		2024 PROXY STATEMENT

PROPOSAL 4: APPROVE OF COLUMBUS MCKINNON CORPORATION SECOND AMENDED AND RESTATED 2016 LONG TERM INCENTIVE PLAN

Types of Awards

The 2016 Plan provides that the Compensation Committee may grant Awards of various types. A description of each of the types of Awards follows:

Stock Options

The Compensation Committee may grant both ISOs and NQSOs under the 2016 Plan. In accordance with the requirements for ISOs set forth in the Code, eligibility for ISOs is limited to employees of the Company and its subsidiaries. The exercise price for options cannot be less than the fair market value of our common stock on the date of grant, except that (i) the price may be less than the fair market value of our common stock on the date of grant where an option is being granted in substitution for a prior option in connection with a merger, consolidation, acquisition of property or stock, or reorganization and the substitution complies with Sections 409A and 424 of the Code, as applicable, and (ii) the price of an ISO granted to a Ten-Percent Shareholder shall be at least one hundred ten percent (110%) of the fair market value of our common stock as determined on the date of grant. The latest expiration date cannot be later than the tenth anniversary of the date of grant (for an ISO, the fifth anniversary of the date of grant if the recipient is a Ten-Percent Shareholder). Fair market value under the 2016 Plan means, unless otherwise determined by the Compensation Committee, the average of the opening and closing stock prices (as reported by the Nasdaq Stock Market) on the most recent date on which shares of common stock are publicly traded. The exercise price for an option may be paid with cash or its equivalent, with previously acquired shares of common stock, or by other means approved by the Compensation Committee, including by means of a broker-assisted exercise.

Stock Appreciation Rights (SARs)

The Compensation Committee may grant SARs under the 2016 Plan either alone or in tandem with stock options. The grant price of an SAR cannot be less than the fair market value of our common stock at the date of grant, except that the price may be less than the fair market value of our common stock as of the date of grant where an SAR is being granted in substitution for a prior stock appreciation right in connection with a merger, consolidation, acquisition of property or stock, or reorganization and the substitution complies with Code Section 409A. The grant price of an SAR granted in tandem with a stock option will be the same as the option price of the tandem option. SARs cannot be exercised later than the tenth anniversary of the date of grant.

Freestanding SARs may be exercised on such terms as the Compensation Committee determines and tandem SARs may be exercised by relinquishing the related portion of the tandem option. Upon exercise of an SAR, the holder will receive from the Company shares of our common stock, cash, or a combination of shares and cash, as determined by the Compensation Committee, equal in value to the difference between the fair market value of the common stock subject to the SAR, determined as described above, and the grant price.

Restricted Stock and Restricted Stock Units

The Compensation Committee may award restricted stock and/or restricted stock units. Restricted stock awards consist of shares of our common stock that are transferred to the participant subject to restrictions that may result in forfeiture if specified conditions are not satisfied. Restricted stock unit awards result in the transfer of shares of our common stock to the participant only after specified conditions are satisfied. A holder of restricted stock is treated as a current shareholder and is entitled to voting rights, whereas the holder of a restricted stock unit award is treated as a shareholder with respect to the award only when the shares of common stock are delivered in the future. The Compensation Committee will determine the restrictions and conditions applicable to each award of restricted stock or restricted stock units.


		2024 PROXY STATEMENT			37

PROPOSAL 4: APPROVE OF COLUMBUS MCKINNON CORPORATION SECOND AMENDED AND RESTATED 2016 LONG TERM INCENTIVE PLAN

Deferred Stock Units

The Compensation Committee may award deferred stock units. Deferred stock units consist of a vested right to receive a share of our common stock or cash at some future date. The holder of a deferred stock unit award is only treated as a shareholder when the shares of common stock are delivered at the future date, and no shares are issued to the participant at the time a deferred stock units award is granted. The Compensation Committee determines the conditions applicable to each award of deferred stock units.

Performance Awards

Our Compensation Committee may grant performance awards subject to the fulfillment of conditions and the attainment of performance goals over such periods as the Board determines in writing and sets forth in a written agreement between the Company and the participant. These awards may be designated as performance shares, performance share units, performance units, or as another type of award for which the grant or vesting is based on the achievement of performance goals. Performance shares, performance share units, and performance units are unfunded bookkeeping entries generally having an initial value equal to the fair market value of a share of our common stock determined on the grant date and a value set by the Compensation Committee, respectively. Performance awards specify a predetermined amount of performance shares, performance share units, or performance units that may be earned by the participant to the extent that one or more predetermined performance goals are attained within the predetermined performance period. To the extent earned, performance awards may be settled in cash, shares of our common stock (including shares of restricted stock), or a combination thereof.

For each applicable performance period, the Compensation Committee shall establish one or more performance goals applicable to the award. Performance goals are based on the attainment of specified target levels with respect to one or more selected measures of business or financial performance. The performance goals may vary from participant to participant, group to group, and period to period. The performance goals for performance unit, performance share unit, performance share awards and any other awards granted under the 2016 Plan that are intended to constitute “performance awards” will be based upon one or more of the following:

•

Net earnings or net income (before or after taxes);

•

Operating earnings or income;

•

Earnings or diluted earnings per share;

•

Net sales or revenue growth;

•

Net operating profit;

•

Return measures (including, but not limited to, return on assets, net assets, capital, investment, invested capital, equity, shareholders’ equity sales, or revenue);

•

Cash flow (including, but not limited to, operating cash flow, free cash flow, cash flow return on equity, cash flow return on capital, and cash flow return on investment);

•

Earnings before or after taxes, interest, depreciation, and/or amortization;

•

Gross or operating margins;

•

Productivity ratios;

•

Share price (including, but not limited to, growth measures and total shareholder return);

•

Expense targets;

•

Debt reduction;

•

Cost reduction or savings;


38		2024 PROXY STATEMENT

PROPOSAL 4: APPROVE OF COLUMBUS MCKINNON CORPORATION SECOND AMENDED AND RESTATED 2016 LONG TERM INCENTIVE PLAN

•

Margins;

•

Operating efficiency;

•

Market share;

•

Customer and/or employee satisfaction;

•

Safety;

•

Working capital targets and change in working capital;

•

Economic value added or EVA (net operating profit after tax minus the sum of capital multiplied by the cost of capital);

•

Strategic goals and objectives, including objectives related to qualitative or quantitative environmental, social and governance metrics; and

•

Such other business, financial or other metrics as the Compensation Committee shall determine from time to time.

The Compensation Committee will determine whether the performance targets or goals that have been chosen for a particular performance award have been met and may provide in an award that any evaluation of performance may include or exclude any of the following that are objectively determinable and that occur during the performance period to which the award is subject: (i) asset write-downs; (ii) litigation, claims, judgments, or settlements; (iii) the effect of changes in tax laws, accounting principles, or other laws or provisions affecting reporting results; (iv) any reorganization and restructuring programs; (v) unusual and infrequently occurring items as described in management’s discussion of financial condition and results of operations appearing in our annual report to shareholders for the applicable year; (vi) acquisitions or divestitures; and (vii) foreign exchange gains and losses.

The Compensation Committee has the discretion to adjust these Awards in its sole discretion. Generally, Awards may be paid in the form of cash, shares of our common stock, or in any combination, as determined by the Compensation Committee.

Other Stock-Based Awards

The Compensation Committee may grant equity-based or equity-related awards, referred to as other stock-based awards, other than options, SARs, restricted stock, restricted stock units, or performance shares. The terms and conditions of each other stock-based award shall be determined by the Compensation Committee. Payment under any other stock-based awards will be made in shares of our common stock or cash, as determined by the Compensation Committee. If the Compensation Committee exercises its discretion to establish performance goals, the number and/or value of other stock-based awards that will be paid out to the participant will depend on the extent to which the performance goals are met.

Cash-Based Awards

The Compensation Committee may grant cash-based awards. The terms and conditions, including whether the vesting of such awards is dependent upon the achievement of specific performance goals, of each cash-based award shall be determined by the Compensation Committee. Payment under any cash-based award will be made in shares of our common stock or cash, as determined by the Compensation Committee. If the Compensation Committee exercises its discretion to establish performance goals, the number and/or value of cash-based awards that will be paid out to the participant will depend on the extent to which the performance goals are met.

Substitution Awards

The Compensation Committee may grant awards (“Substitution Awards”) under the 2016 Plan in substitution for stock options and other awards held by employees and directors of other entities who are


		2024 PROXY STATEMENT			39

PROPOSAL 4: APPROVE OF COLUMBUS MCKINNON CORPORATION SECOND AMENDED AND RESTATED 2016 LONG TERM INCENTIVE PLAN

about to become employees or affiliated with us or any of our affiliates, or whose employer or corporation with respect to which it provides services is about to become an affiliate as the result of a merger or consolidation of our Company with another corporation, or the acquisition by us of substantially all the assets of another corporation, or the acquisition by us of more than 50% of the issued and outstanding stock of another corporation as the result of which such other corporation will become a subsidiary of our Company. The terms and conditions of such Substitute Awards may vary from the requirements in the 2016 Plan to the extent our Board of Directors deems appropriate to conform, in whole or in part, to the provisions of the award in substitution for which they are granted. To the extent any Shares are issued under the 2016 Plan as Substitution Awards, such Shares shall not count against the Share Authorization to the maximum extent permitted by applicable law and any stock exchange rules.

Termination of Employment/Service

The Compensation Committee will determine how each Award will be treated following termination of the holder’s employment with or service for the Company, including the extent to which unvested portions of the Award will be forfeited and the extent to which options, SARs, or other Awards requiring exercise will remain exercisable.

Unless otherwise determined by the Compensation Committee and set forth in an award agreement, the following treatment upon termination of employment will apply:


Type of Termination	Time-Vested Stock Options and SARs	Other Time-Vested Awards	Performance-Vested Awards

For any reason other than the following:	Unvested: forfeited Vested, but unexercised: exercisable for a period of 30 days following the later of termination or any blackout period	Unvested: forfeited	Unvested: forfeited

Death or Disability	All non-expired options become vested and exercisable at termination date and they expire on the first anniversary of the date of termination	Unvested: immediately vest	Vest according to the same schedule and formula as if still employed at the end of the performance period based on performance through end of period

Retirement⁽¹⁾	All options will continue to be and become exercisable as if individual was still employed until the earlier of (a) the expiration of the term of the award or (b) the fifth anniversary of the date of retirement	Unvested: immediately vest	Vest according to the same schedule and formula as if still employed at the end of the performance period based on performance through end of period

Cause	All options expire on termination	All outstanding time-vested awards forfeited immediately	All outstanding performance-vested awards forfeited immediately

(1)

In the case of any time-vested stock option, SARs, other time-vested awards and performance-vested awards granted after March 31, 2021, the amount granted to the participant with respect to the fiscal year in which the participant retires shall be reduced pro rata so that the final number shall be determined by multiplying the original number granted by a fraction where the numerator is the number of whole calendar months during the fiscal year preceding the participant’s retirement and the denominator is twelve. Any time-vested stock options, SARs and other time-vested awards remaining after the applicable pro rata reduction shall vest and, in the case of stock options and SARs, be subject to exercise until the earlier of (a) the expiration of the term of the award or (b) the fifth anniversary of the date of retirement. For performance-vested awards, the pro rata reduced number of performance-vested awards shall then vest according to the same schedule and formula as if still employed at the end of the performance period based on performance through end of period.


40		2024 PROXY STATEMENT

PROPOSAL 4: APPROVE OF COLUMBUS MCKINNON CORPORATION SECOND AMENDED AND RESTATED 2016 LONG TERM INCENTIVE PLAN

Treatment of Awards Upon a Change in Control and Related Transactions

Unless the Compensation Committee determines otherwise and set forth in an award agreement, if there is a change in control of the Company, Awards granted under the 2016 Plan will have their vesting and payment accelerated based on a “double trigger,” which requires the occurrence of a change in control coupled with the termination of employment or service to the Company within two years thereafter.

Under the 2016 Plan, a change in control may be triggered if: (i) there is an acquisition of 20% or more of the outstanding Company shares or the voting power of the Company’s outstanding voting securities; (ii) during any period of two consecutive years, individuals on the Board at the beginning of such two-year period cease to constitute a majority of the Board, unless such new directors are approved by the vote of at least two-thirds of the directors then still in office who were either directors at the beginning of the period or whose election or nomination for election was previously so approved; (iii) there is consummation of a reorganization, merger, or consolidation or sale of our Company with any other entity, unless at the completion of such transaction (x) our shareholders continue to own more than 60% of the outstanding voting securities of the Company or the surviving entity or (y) no person beneficially owns 20% or more of our outstanding voting securities; (iv) any person or persons acquire all or substantially all of the assets of the Company, whether in a single transaction or series of transactions; or (v) the consummation of a plan of dissolution or complete liquidation of the Company.

Awards Subject to Clawback/Recoupment

The Awards granted under the 2016 Plan and any cash payment or shares delivered pursuant to such an award are subject to forfeiture, recovery by the Company or other action pursuant to the applicable award agreement or any clawback or recoupment policy which the Company may adopt from time to time, including without limitation the Company’s Clawback Policy and any additional policy which the Company may have adopted under the Dodd-Frank Wall Street Reform and Consumer Protection Act and implementing rules and regulations thereunder, or as otherwise required by law.

Amendment of Awards or Plan and Adjustment of Awards

The Compensation Committee may at any time alter, amend, modify, suspend, or terminate the 2016 Plan or any outstanding Award in whole or in part. No amendment of the 2016 Plan will be made without shareholder approval if shareholder approval is required by law, regulation, or stock exchange rule. No amendment may adversely affect in any material way the rights of any participant under an outstanding Award without his or her written consent, unless specifically provided for in the 2016 Plan.

Additional Provisions

Neither ISOs nor, except as the Compensation Committee otherwise expressly determines, other Awards may be transferred other than by will or by the laws of descent and distribution. During a recipient’s lifetime, an ISO and, except as the Compensation Committee may determine, other non-transferable Awards requiring exercise, may be exercised only by the recipient.

If provided in the award agreement, a participant’s rights to an Award may be subject to a participant agreeing to not compete with the Company or any of its subsidiaries, and to not solicit our business or employees. In addition, participants may be subject to non-disclosure and non-disparagement requirements. A breach of these restrictions may result in cancellation of Awards or the recovery by us of gain realized under an Award.


		2024 PROXY STATEMENT			41

PROPOSAL 4: APPROVE OF COLUMBUS MCKINNON CORPORATION SECOND AMENDED AND RESTATED 2016 LONG TERM INCENTIVE PLAN

Nonemployee Director Awards

The 2016 Plan can also be used to grant equity awards to our Nonemployee Directors, so that they too will develop a sense of proprietorship and personal involvement in the development and financial success of the Company, and so that their interests will be more aligned with those of our shareholders.

Nonemployee Directors can be granted any of the Awards available under the 2016 Plan, except ISOs which are only available for employees, subject to the limits set forth in the 2016 Plan. The Board shall from time to time determine the nature and number of Awards to be granted to Nonemployee Directors, subject to the limitations set forth in the 2016 Plan.

New Plan Benefits

As discussed above, on May 20, 2024, the Compensation Committee approved contingent grants of a specified dollar value of performance stock units to certain of the Company’s employees (including the NEOs). The number of performance-based stock units to be received by each grantee will be determined as the quotient obtained by dividing the dollar value of the performance-based stock award granted to such grantee by the 20-day average price of the Company’s common stock as of the grant date. The receipt of the contingent grants of performance stock units is subject to approval by our shareholders of the second amended and restated 2016 Plan. If our shareholders do not approve this Proposal 4, the contingent grants of performance stock units will be forfeited. If our shareholders approve this Proposal 4, a portion of the increase in the number of shares of our common stock reserved for issuance under the second amended and restated 2016 Plan would be used to satisfy these contingent grants of performance stock units.

The following table sets forth the grant value of the performance-based stock units as approved by the Compensation Committee on May 20, 2024 and the number of performance-based stock units that would have been granted to the specified individuals using an assumed grant date of May 20, 2024 and the 20-day average price of the Company’s common stock as of such date. So long as shareholder approval of this Proposal 4 is obtained, the number of performance-based stock units to be granted to each such grantee will be determined using the 20-day average price of the Company’s common stock as of the grant date, which is expected to be the date on which shareholder approval of this Proposal 4 is obtained, and, as a result, the number of performance stock units received by each grantee may be higher or lower than the number of performance stock units specified in the table below.


	Performance Stock Units

Name and Position	Approved Grant Value⁽¹⁾ ($)		Assumed Number of Units⁽²⁾
David J. Wilson, President and Chief Executive Officer		1,850,000		42,791
Gregory P. Rustowicz, Executive Vice President, Finance and Chief Financial Officer		424,875		9,828
Terrance J. Schadeberg, President, Americas		325,500		7,529
Alan S. Korman, Sr. Vice President, General Counsel, Corp. Development, and Secretary		302,250		6,992
Bert A. Brant, Sr. Vice President, Global Operations		276,250		6,390
All Executive Officer as a group (9 persons)		4,086,625		94,529
All Non-Employee Director as a group (8 persons)		—		—
All Non-Executive Officer employees as a group		—		—


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PROPOSAL 4: APPROVE OF COLUMBUS MCKINNON CORPORATION SECOND AMENDED AND RESTATED 2016 LONG TERM INCENTIVE PLAN

(1)	The grant value is 50% of each executive officer’s annual FY25 Long Term Incentive Plan opportunity, which was approved by the Compensation Committee on May 20, 2024.

(2)

The number of performance stock units specified in the table above are included at “target” levels based upon the 20-day average price of the Company’s common stock as of May 20, 2024, which was assumed to be the grant date of such performance stock units for purposes of preparation of this table. The exact number of performance-based stock units to be received by each such grantee will be determined using the 20-day average price of the Company’s common stock as of the grant date, which is expected to be the date on which shareholder approval of this Proposal 4 is obtained. Performance awards may be eligible to vest in 200% of the “target” award levels at “maximum” performance level.

All other future awards to be granted under the 2016 Plan are within the discretion of our Board or the Compensation Committee and therefore, it is not possible to determine how many discretionary grants, nor what types, will be made in the future to grantees. It is also not possible to determine how many discretionary grants will vest rather than be forfeited. Therefore, it is not possible to determine with certainty the dollar value or number of shares of our common stock that will be distributed to grantees under the 2016 Plan.

Certain Federal Income Tax Consequences

The following discussion summarizes certain federal income tax consequences of the issuance and receipt of Awards under the 2016 Plan under the law as in effect on the date of this proxy statement. The summary does not purport to cover all federal employment tax or other federal tax consequences that may be associated with the 2016 Plan, nor does it cover state, local, or non-U.S. taxes.

ISOs

An employee generally realizes no taxable income upon the grant or exercise of an ISO. However, the exercise of an ISO may result in an alternative minimum tax liability to the employee. With some exceptions, a disposition of shares purchased under an ISO within two years from the date of grant or within one year after exercise produces ordinary income to the optionee equal to the value of the shares at the time of exercise less the exercise price. The same amount is generally deductible by us as a compensation expense. Any additional gain recognized in the disposition is treated as a capital gain for which we are not entitled to a deduction. If the employee exercises an ISO and satisfies the holding period requirements, we may not deduct any amount in connection with the ISO.

In general, an ISO that is exercised by the optionee more than three months after termination of employment is treated as an NQSO. ISOs are also treated as NQSOs to the extent they first become exercisable by an individual in any calendar year for shares having a fair market value (determined as of the date of grant) in excess of $100,000.

NQSOs

An optionee generally has no taxable income at the time of grant of an NQSO but realizes ordinary income in connection with the exercise of the option in an amount equal to the excess (at the time of exercise) of the fair market value of shares acquired upon exercise over the exercise price. In general, the same amount is deductible by us as a compensation expense. Upon a subsequent sale or exchange of the shares, any recognized gain or loss after the date of exercise is treated as capital gain or loss for which we are not entitled to a deduction.

SARs

In general, a participant has no taxable income at the time of grant of an SAR but realizes ordinary income in connection with the exercise of an SAR equal to the fair market value (at the time of exercise) of any shares acquired or the amount of cash received upon exercise of the SARs. In general, the same amount is deductible by us as a compensation expense at the same time.


		2024 PROXY STATEMENT			43

PROPOSAL 4: APPROVE OF COLUMBUS MCKINNON CORPORATION SECOND AMENDED AND RESTATED 2016 LONG TERM INCENTIVE PLAN

Restricted Stock Units (RSUs), Deferred Stock Units (DSUs), Performance Share Units (PSUs) and Performance Units (PUs)

In general, a participant has no taxable income at the time of grant of any RSUs, DSUs, PSUs or PUs, but realizes ordinary income in connection with the settlement of any RSUs, DSUs, PSUs or PUs equal to the fair market value (at the time of settlement) of any shares delivered or the amount of cash received by the participant in settlement of the RSUs, DSUs, PSUs or PUs. In general, the same amount is deductible by us as a compensation expense at the same time.

Restricted Stock and Performance Shares

In general, a participant has no taxable income at the time any restricted stock or performance shares are granted but realizes ordinary income at the time any restricted stock or performance shares vest equal to the fair market value (at the time of vesting) of any vested shares. Alternatively, if a participant makes a “Section 83(b) Election,” the participant realizes ordinary income at the time any restricted stock or performance shares are granted equal to the fair market value of the restricted stock or performance shares on the date the restricted stock or performance shares are granted. In general, the amount of compensation the participant is required to recognize as ordinary income is deductible by us for the year in which the compensation amount is includible in income by the participant.

Cash-Based Awards and Other Stock-Based Awards

The federal income taxation of any cash-based awards or other stock-based awards will depend on the terms and conditions of those awards. However, it is generally anticipated that a participant will realize ordinary income at the time any cash-based awards or stock-based awards are paid to the participant equal to the fair market value (at the time of settlement) of any shares delivered or the amount of cash received by the participant in settlement of the cash-based award or stock-based award, and that the same amount would generally be deductible by us as a compensation expense at the same time.

Other

Awards under the Plan may be subject to tax withholding. Where an award results in income subject to withholding, we may require the participant to remit the necessary taxes to us. If the Compensation Committee approves, participants may satisfy their tax withholding requirements by causing shares of our common stock to be withheld.

Under the so-called “golden parachute” provisions of the Code, the accelerated vesting or payment of awards in connection with a change in control of a corporation may be required to be valued and taken into account in determining whether participants have received compensatory payments, contingent on the change in control, in excess of certain limits. If these limits are exceeded, a portion of the amounts payable to the participant may be subject to an additional 20% federal tax and may be nondeductible to the corporation.

Certain awards granted under the Plan may constitute a “nonqualified deferred compensation plan” under Code Section 409A. Failure to satisfy the applicable requirements under Code Section 409A could result in the acceleration of income and additional income tax liability, including certain penalty taxes. Any awards granted under the Plan are intended to be exempt from or compliant with Code Section 409A.

Code Section 162(m) imposes a $1 million limit on the amount a public company may deduct for compensation paid in a year to a company’s principal executive officer, principal financial officer, or any of the company’s three other most highly compensated executive officers who are employed in such role at any time during the year (each, a “covered employee”). Once an individual is a covered employee in a taxable year beginning after December 31, 2016, the individual remains a covered employee, even after


44		2024 PROXY STATEMENT

PROPOSAL 4: APPROVE OF COLUMBUS MCKINNON CORPORATION SECOND AMENDED AND RESTATED 2016 LONG TERM INCENTIVE PLAN

termination of employment. Accordingly, Section 162(m) may restrict our ability to deduct amounts related to Awards under the 2016 Plan (or other compensation amounts payable to a covered employee) to the extent those amounts are payable to a covered employee and exceed $1 million during any year.

Other Information

The 2016 Plan provides that an Award may not be transferred except in the event of the employee’s death or unless otherwise required by law. Other terms and conditions of each Award will be set forth in award agreements, which can be amended by the Compensation Committee.

Vote Required

Approval of Proposal 4 requires the affirmative vote of the majority of the votes cast (meaning the number of shares voted “FOR” a proposal must exceed the number of shares voted “AGAINST” such proposal). Abstentions and broker non-votes are not considered votes cast for the foregoing purpose and will have no effect on the vote for this Proposal 4.

Equity Compensation Plan Information

The following table provides information about our common stock that may be issued upon the exercise of options, warrants and rights under all of our existing equity compensation plans as of March 31, 2024, including the amended and restated 2016 Plan:


Plan Category	Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights		Weighted Average Exercise Price of Outstanding Options, Warrants and Rights			Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (excluding securities reflected in first column)⁽¹⁾
Equity compensation plans approved by security holders		1,193,840		$	35.37		339,019
Equity compensation plans not approved by security holders		—			—		—
Total		1,193,840		$	35.57		339,019

(1)

339,019 shares remained available for issuance as Awards under the amended and restated 2016 Plan as of March 31, 2024. This figure does not include the additional 2,800,000 shares that are included as part of the second amended and restated 2016 Plan, for which shareholder approval is sought pursuant to Proposal 4 of this proxy statement.

THE BOARD OF DIRECTORS RECOMMENDS UNANIMOUSLY A VOTE “FOR” THE APPROVAL
OF THE COLUMBUS McKINNON CORPORATION SECOND AMENDED AND RESTATED
2016 LONG TERM INCENTIVE PLAN.


		2024 PROXY STATEMENT			45

CORPORATE GOVERNANCE POLICY

Effective corporate governance is essential for maximizing long-term value for our shareholders. We review our corporate governance policies and practices and compare them to those suggested by various authorities in corporate governance and the practices of other public companies. We also consider the rules of the SEC and the listing standards of Nasdaq. Our beliefs have been grounded in being a values-based ethically led organization, and it is this foundation that continues to influence our decisions and leadership.

Our governance structure is set forth in our Corporate Governance Guidelines and other key governance documents outline the composition, operations, and responsibilities of the Board. These guidelines are reviewed at least annually and updated as appropriate in response to evolving best practices, regulatory requirements, feedback from our annual Board evaluations, and recommendations made by our shareholders, all with the goal of supporting and effectively overseeing our ongoing strategic transformation.

Our Corporate Governance Guidelines embody many of our long-standing practices, policies, and procedures, which collectively form a corporate governance framework that promotes the long-term interests of our shareholders, promotes responsible decision-making and accountability, and fosters a culture that allows our Board and management to pursue Columbus McKinnon’s strategic objectives.

KEY BOARD RESPONSIBILITIES

The Board’s Strategic Oversight Role

The Board has oversight responsibility for our company’s business strategy and strategic planning. Our Board formally reviews our Company’s business strategy, including the risks and opportunities facing the Company and its portfolio, at an annual strategic planning session. In addition, long-range strategic issues, including the performance and strategic fit of our businesses, are discussed as a matter of course at Board meetings. Our Board regularly discusses corporate strategy throughout the year with management formally as well as informally and during executive sessions of the Board as appropriate.

Columbus McKinnon operates in a rapidly changing environment that requires significant Board engagement with our strategy. As Columbus McKinnon advances its transformation, the Board works with management to respond to a dynamically changing environment. Given the iterative nature of this transformation, the Board’s oversight over strategy is a continuous process. Throughout the year, the Board and its committees oversee and guide management with respect to a variety of strategic matters, and strategic discussions are embedded in Board and Board committee meetings

While the Board and its committees oversee our strategic planning process, management is responsible for executing our strategy. The Board receives regular updates and engages actively with our senior management team regarding key strategic initiatives, technology updates, competitive and economic trends, and other developments. The Board’s oversight and our management’s execution of our business strategy are intended to help promote the creation of long-term shareholder and stakeholder value in a sustainable manner, with a focus on assessing both potential opportunities available to us and risks that we might encounter.

Columbus McKinnon believes that a strong, ethical corporate culture is a key element of sound and sustainable corporate governance practices, beginning at the top with the CEO and other senior leadership. The Board plays a critical role in supporting and overseeing Columbus McKinnon’s corporate culture, mission, values, and setting the “tone at the top” by adopting policies, a code of ethics, a philosophy for hiring, and compensation practices that promote ethical behavior, compliance with laws and regulations, including those pertaining to consumer protection and privacy, effective internal controls


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CORPORATE GOVERNANCE POLICY

and risk management, and sound governance. The Company’s programs, policies, and practices also support a strong and sustainable culture in several ways, including through the corporate governance framework, risk management program, ethics program, and talent management and compensation policies and practices.

The Board’s Role in Risk Oversight

Taking reasonable and responsible risks is critical to our continued innovation, growth, and achievement of our strategic objectives. The Board and the Board committees actively oversee and monitor the management of the most significant risks that could impact our company. The Board does not view risk in isolation, but instead considers risk in conjunction with its oversight of Columbus McKinnon’s strategy and operations. Columbus McKinnon identifies, assesses, and assigns responsibility for managing risks through its annual enterprise risk management process, other internal processes, and internal control environment. The Board, Board committees, and management manage the risks for our company with a long-term perspective but evaluate risks over a shorter or intermediate term to the extent these risks could impact our company over the long term. From time to time, third-party experts are also consulted as part of this risk assessment process. Our Board of Directors oversees an enterprise- wide approach to risk management, designed to support the achievement of organizational objectives, including strategic objectives, to improve long-term organizational performance and enhance shareholder value. A fundamental part of the Company’s risk management is not only understanding the risks it faces and what steps management is taking to manage those risks, but also understanding what level of risk is appropriate for the Company. The involvement of the full Board of Directors in setting the Company’s business strategy is a key part of its assessment of management’s appetite for risk and also a determination of what constitutes an appropriate level of risk for the Company. While the Board of Directors has the ultimate oversight responsibility for the risk management process, various committees of the Board also have responsibility for risk management.

In particular, the Audit Committee oversees the Company’s enterprise risk management process, as well as focuses on financial, cyber and fraud risks, including internal controls, and receives an annual risk assessment report from the Company’s General Counsel and internal auditors. A Cyber Sub-Committee was formed in Fiscal Year 2024 to meet bi-annually to take a deeper dive into cyber related risks. The Company’s General Counsel and his staff also assist the Board of Directors in fulfilling its oversight responsibility with respect to regulatory compliance and legal issues that affect the Company. In addition, in setting compensation, the Human Capital, Compensation and Succession Committee strives to create incentives that encourage a level of appropriate risk-taking behavior consistent with the Company’s business strategy and goals and access compensation risks annually. The Board, Board committees, and management coordinate risk oversight and management responsibilities in a manner that we believe serves the long-term interests of our company and our shareholders through established periodic reporting and open lines of communication.


		2024 PROXY STATEMENT			47

CORPORATE GOVERNANCE POLICY


				Enterprise Risk Management
				Enterprise Risk Management
		We continuously improve our Enterprise Risk Management (“ERM”) process. In Fiscal Year 2024, we introduced a new risk survey, in which we asked over 60 of our global leaders (100% response rate) to identify and prioritize potential risks to the company. Specifically, each participant was asked to rate each pre-defined risk on three (3) variables: Impact, Probability, and Preparedness. Based on those results, each participant was then asked to force-rank the top risks. We also included open questions asking participants to identify any emerging risks or risks that were not listed on the survey. Our key enterprise risks were presented to our Executive Leadership Team and Board of Directors. Leaders were assigned to critical risks, and teams put mitigation plans in place. The updated process allows for both qualitative and quantitative risk assessment, includes input from a broader group within the organization and allows us to compare results from year to year to evaluate the success of our mitigation plans. The ERM process and results were shared in our Global Management Meeting, and we continue the cycle of executing and monitoring our progress throughout the year. Environmental, Social, and Governance risks are integrated into this process and are incorporated in the ESG Materiality Assessment.

Key Areas of Risk Oversight

Full Board

• Primary responsibility for risk oversight, including approval or strategic objectives and defining risk appetite

• Delegates oversight of management of certain risks to Board committees

• Receives regular reports from the committees regarding risk related matters

Audit

Human Capital, Compensation

and Succession

Corporate Governance and
Nomination

• Overall risk assessment and management

• Financial exposures, controls, statements, systems, reporting

• Regulatory and compliance, including FCPA/anti-bribery and whistleblower program

• Data protection, cyber security

• Financial and controls aspects of ESG related disclosures

• Senior executive compensation

• Executive succession planning

• Overall risk related to the Company’s compensation policies and practices

• Talent and leadership development

• Human capital management

• Director compensation

• Culture & engagement

• Corporate governance

• Board succession

• Environmental compliance, risks & stewardship practices

• Diversity, Equity, and Inclusion efforts & progress

• Social and political issues not allocated to other Committees


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				Data Protection and Cybersecurity
				Data Protection and Cybersecurity
		The Audit Committee has primary responsibility for overseeing risks related to cybersecurity and privacy, although the full Board also exercises oversight over these risks. Securing the information of our customers, associates, vendors and other third parties is important to us. At least quarterly, or more frequently if needed, the Audit Committee and/or the full Board receives detailed reports on data protection and cybersecurity matters from senior IT leaders, including our Chief Digital Officer. A Cyber Sub-Committee was formed in Fiscal Year 2024 to meet bi-annually to take a deeper dive into cyber related risks. The topics covered at the various Audit Committee and full Board meetings include risk identification and management strategies, customer data protection, the Company’s ongoing risk mitigation activities, results of third-party assessments and testing, results of tabletop exercises, updates on potential cybersecurity threats, updates on training initiatives and governance. We have adopted physical, technological, and administrative controls on data security, and have a defined procedure for data incident detection, containment and response elevation, coordination, and remediation. We require data privacy and security awareness training to be completed by associates annually and during onboarding by contractors. On an annual basis, we conduct risk assessments and compliance audits, both internally and by independent third parties, against standards including the National Institute of Standards and Technology security framework (“NIST”) and Payment Card Industry Data Security Standards (“PCI DSS”), and regularly benchmark and evaluate program maturity with industry leaders. We also maintain information security risk insurance coverage.

The Board’s Role in ESG Oversight

We believe what is commonly referred to as “ESG” is embedded in how we run our business, aligns closely with our corporate culture and strategy, and supports value creation for our business and shareholders. The Board and its committees actively oversee Columbus McKinnon’s sustainability strategy and related risks. They are actively engaged, provides oversight, and drive our sustainability and broad ESG initiatives and strategic priorities. The Board has formed a collaborative and open relationship with the management team. On a quarterly basis, the Board, specifically the Corporate Governance Committee, meets with Columbus McKinnon’s General Counsel and Director of Corporate Social Responsibility to review strategic plans, metrics, and targets pertaining to ESG.

The Board plays a critical role in providing management insight on key issues with unique outside perspectives. Columbus McKinnon leverages the diverse backgrounds of our Board members, which has equipped each of them to provide a unique perspective and advice on ESG-related issues. Together with the Board, we are committed to and accountable for reporting our progress and continually examining issues that are most important to our business. In many cases, committees will be the first level of oversight, although certain matters may be handled by the Board directly or following initial review by a committee. The Board has ultimate oversight of ESG and Sustainable Impact strategy, risks, and opportunities.

The Board intentionally integrates ESG related topics into discussions on many other aspects of the business and embeds sustainability into the Board’s governance process. In addition, our Board members stay abreast of the quickly changing ESG landscape, including investor expectations and regulatory requirements, which enables them to partner with management to develop a sound plan to keep up with the evolving ESG environment and mitigate risk by proactively addressing emerging issues.


		2024 PROXY STATEMENT			49

CORPORATE GOVERNANCE POLICY

The Board itself continues to evolve and diversify with the addition of new members with myriad experiences, skills, and strategic insights that add value and advance our strategy. This gives us an edge, driving stronger growth and delivering top-tier financial performance as a global leader in intelligent motion solutions. We have three key pillars of focus for our ESG initiatives: (1) Process and Governance, (2) People and Social Impact, and (3) Planet and Environmental Stewardship. Within the context of each of these three pillars, our annual ESG Report describes the key corporate social responsibility, sustainability, and governance issues relevant to the Company, our initiatives and goals related to those issues, and our progress with respect to those initiatives. We center our efforts and reporting on the issues that are most important to the long-term health of our business and shareholders across our value chain. To determine our ESG priorities, we consider inbound impact: the impact our business has on society, and outbound impact: the impact ESG factors have on our business. Through this process, we identify those ESG factors that are most critical, and where we focus our resources to ensure the sustainability of our business. The Company maintains a dedicated webpage to provide access to information about the Company’s oversight and management of relevant environmental, social, and governance matters, which can be found at https://investors.cmco.com/governance/governance. Our annual ESG Reports, which are available on this webpage, reflect our cross-functional efforts as well as feedback from our shareholders and other shareholders.

LOGO

Corporate responsibility remains a key component of our business strategy and ensures the sustainability and resiliency of the Company long-term. We are continuously driving to enhance our Environmental, Social and Governance (“ESG”) programs and integrate ESG into all aspects of our business. We believe that our focus on ESG and being good corporate stewards have enabled us to grow and service our customers in this volatile global economic environment. We are proud to have made significant progress toward our ESG priorities in Fiscal Year 2024. We have continued to enhance our governance processes, calculated our full emissions profile, and made significant investments in people and technology enablers. Our Board of Directors and Executive Leaders are engaged and are constantly assessing risks, opportunities, and potential impacts of ESG-related issues on our business. We are dedicated to operating with the highest integrity and being increasingly transparent with our stakeholders about our ESG journey. For more information on our specific ESG programs, see our Columbus McKinnon Fiscal Year 2024 Corporate Social Responsibility Report.

Creating Shared Value Through Our Sustainability Program

Addressing societal issues in ways that create value for our business and stakeholders is a hallmark of Columbus McKinnon’s enterprise strategy and our approach to sustainability priorities. We believe we maximize long-term value for shareholders by serving our stakeholders: our customers, employees, suppliers, business partners, communities, and the planet. Addressing such societal needs builds the value of our business. Better put, as business strengthens society, society strengthens business. Each of


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LOGO

The Board’s Role in Human Capital

We believe that our team members are the foundation of our business and that their hard work, passion, commitment, and experience drive our success. The Board views effective human capital management as key to the Company’s ability to execute its long-term strategy. As a result, the Board oversees and regularly engages with our Chief Executive Officer, Chief Human Resources Officer, and senior leadership on a broad range of human capital management topics, including culture, talent management, succession planning, compensation, benefits, diversity, equity & inclusion, and feedback gathered from the Company’s annual employee engagement survey.

We believe our team members are key to our transformation and continued progress. We have built an open culture where great people have the opportunity to flourish. We empower our partners to deliver on our mission of improving lives to guide our customer offerings, serve our customers, and grow within our organization. We encourage candid feedback, a broad range of opinions, innovative thinking, and, importantly, people who have a passion for the business.

We strive to create an environment that embraces diverse backgrounds and perspectives. Or commitment to fostering a diverse, equitable, and inclusive environment begins at the top. We are committed to creating a culture where partners feel as if they can achieve their career goals, through ongoing growth and development opportunities and fair performance management and promotion processes. We offer competitive compensation and benefits programs, as well as a range of health and wellness offerings. We also invest significant resources to attract, develop, and retain top talent.

At Columbus McKinnon, maintaining a healthy, safe environment for our team members and customers is embedded in our mission and values. We are committed to driving a culture of safety for our teams, customers and communities through standard operation, the use of technology to deliver training and the attitude of continuous improvement.

Similarly, we consistently reinforce these strategic focus areas through repeated communication and recognition of our six Values created to support a transformation-focused culture—not just transformation of the business, but of each employee as they grow within the Company.


		2024 PROXY STATEMENT			53

CORPORATE GOVERNANCE POLICY

GENERAL CORPORATE GOVERANCE POLICY

BOARD LEADERSHIP STRUCTURE

The leadership structure of our Board is designed to promote robust oversight, independent viewpoints, and the promotion of the overall effectiveness of the Board. Our board regularly reviews its leadership structure to evaluate whether the structure remains appropriate for the company. As part of our annual Board of Directors self-evaluation process, we evaluate our leadership structure to ensure that it continues to provide the optimal structure for our Company and shareholders. A Chair rotation and succession schedule is reviewed and updated annually by the Board in addition to the Chairman conducting individual reviews with the Directors on their interests and thoughts around Chair candidates, rotation, and succession.

We believe our current leadership structure is the optimal structure for our Company at this time. The Board of Directors regularly evaluates the composition of the Board to ensure an appropriate mix of skills, experiences, and diversity of perspectives to effectively oversee the strategic direction of the Company and considers its leadership structure in this process. In 2023 the Board refreshed its committee structure, appointed a new Chairman and Lead Chair, and presently includes four of nine members that represent diverse demographic backgrounds, three of whom are women, and two are ethnically diverse.

The roles of the Company’s Chairman of the Board and President and Chief Executive Officer have been served by separate individuals since 1998. This leadership structure supports our belief that it is the President and Chief Executive Officer’s responsibility to manage the Company and the Chairman’s responsibility to manage the Board. Since August 2005 through today, the Chairman of the Board has been filled by an independent Director except between January 10, 2020, to June 1, 2020, where both roles were filled by Mr. Fleming on an interim basis while the Board searched for a CEO. As directors continue to have more oversight responsibilities than ever before, we believe it is beneficial to have an Independent Chairman whose sole job is leading the Board. We believe over the years that our President and Chief Executive Officer and Chairman of the Board have had an excellent working relationship. By separating the roles of the Chairman of the Board and President and Chief Executive Officer positions, we ensure there is no duplication of effort between them. We believe this provides strong leadership for our Board of Directors, while also positioning our President and Chief Executive Officer as the leader of the Company in the eyes of our customers, employees, and other stakeholders.

BOARD COMPOSITION AND DIVERSITY

Our Corporate Governance and Nomination Committee is responsible for developing the general criteria, subject to approval by our Board of Directors, for use in identifying, evaluating, and selecting qualified candidates for election or re-election to the Board. The Governance and Nomination Committee annually reviews the appropriate skills and characteristics required of Board members in the context of the current


		2024 PROXY STATEMENT			55

CORPORATE GOVERNANCE POLICY

composition of the Board including, reviewing, and updating a Board competency skills matrix for each Director. The Governance and Nomination Committee, in recommending candidates for election or re-election to the Board, seeks to create a Board that is strong in its collective knowledge and has a diversity of skills and experience with respect to accounting and finance, management and leadership, vision and strategy, business operations, business judgment, industry knowledge, corporate governance, and global markets. When the Corporate Governance and Nomination Committee review a potential new candidate, it looks specifically at the candidate’s qualifications in light of the needs of the Board and the Company at that time, given the attributes of the existing Directors.

The charter of the Corporate Governance and Nomination Committee includes as a statement of responsibility that assures the composition of the Board of Directors includes appropriate breadth, depth and diversity of experience and capabilities. In identifying candidates for Director, the Corporate Governance and Nomination Committee and the Board of Directors consider (i) the comments and recommendations of Directors made in connection with the Board’s annual self-evaluation regarding the qualifications and effectiveness of the existing Board of Directors or additional qualifications that may be required when selecting new board members, (ii) the requisite expertise and sufficiently diverse backgrounds of the Board of Directors overall composition, (iii) the independence of outside Directors and other possible conflicts of interest of existing and potential members of the Board of Directors, and (iv) all other factors it considers appropriate. Our current board has been refreshed over the past several years to include a rich mixture of educational, professional, experiential, gender, and global diversity and we will continue to consider these and the other mentioned factors when considering future directors.

We include in our ranks four sitting and one former CEO, two former CFO’s, two directors with deep technology backgrounds, and nine with leadership experience outside of the United States. The following statistics are for the Directors up for election.

BOARD OF DIRECTORS INDEPENDENCE

Our Board of Directors has determined that each of its current members, other than Mr. Wilson, is independent within the meaning of the NASDAQ Stock Market, Inc., listing standards as currently in effect. In addition, our Chairman of the Board, Lead Director and each member of the Audit Committee, the Corporate Governance and Nominating Committee and the Human Capital, Compensation and Succession Committee is independent.

BOARD MEETINGS AND ATTENDANCE

The Board of Directors and its committees meet regularly throughout the year and also hold special meetings and act by written consent from time to time as appropriate. All Directors are expected to attend each meeting of the Board of Directors and the committees on which he or she serves, and are also invited, but not required, to attend the Annual Meeting. Agendas for meetings of the Board of Directors include executive sessions for the independent Directors to meet without the management Director present. During the fiscal year ended March 31, 2024, our Board of Directors held 6 meetings. Each Director has attended at least 75% of the aggregate number of meetings of our Board of Directors and meetings held by all committees of our Board of Directors on which he or she served and attended the 2023 Annual Shareholder Meeting, other than Mr. Stephens who was elected by the Board in March 2024.

BOARD, COMMITTEE AND DIRECTOR ASSESSMENT PROCESS

Annually, in compliance with the Nasdaq rules and other applicable laws, rules, and regulations, the Board and its committees conduct formal self-evaluations to assess and improve the Board’s effectiveness and functionality. Our Board recognizes that a robust and constructive evaluation process is an essential component of Board effectiveness. The Corporate Governance and Nomination


56		2024 PROXY STATEMENT

CORPORATE GOVERNANCE POLICY

Committee has the responsibility for administering an annual review process for the Board. The Corporate Governance and Nomination Committee has established a rigorous and thorough annual assessment process that include the completion of written assessments of the performance of the full Board and its committees, as well as one-on-one interviews by the Chairman of all directors. The directors also complete a written assessment of the performance of the Chief Executive Officer.

At the completion of the process, each director receives the Board and Committee assessment results. The Chairman of the Board also reviews the assessment results with the full Board. The Chairman and Chair of Human Capital and Succession Committee meet with the Chief Executive Officer to review his performance. In addition, the chair of each committee shares the results of this process with the committee members.

DIRECTOR NOMINATIONS

The nominating and corporate governance committee periodically reviews and recommends to our board the skills, experience, characteristics, and other criteria for identifying and evaluating directors. Our board expects directors to be open and forthright, to develop a deep understanding of the Company’s business, and to exercise sound judgment in fulfilling their oversight responsibilities. Directors should embrace the Company’s values and culture and should possess the highest levels of integrity.

The nominating and corporate governance committee evaluates the composition of our board annually to assess whether the skills, experience, characteristics, and other criteria established by our board are currently represented on our board as a whole and in individual directors, and to assess the criteria that may be needed in the future in light of the Company’s anticipated needs.

The board and the nominating and corporate governance committee also actively seek to achieve a diversity of occupational and personal backgrounds on the board, including diversity with respect to demographics such as gender, race, ethnic and national background, geography, age, and sexual orientation. As part of the search process for each new director, the nominating and corporate governance committee actively seeks out women and diverse candidates to include in the pool from which board nominees are chosen. The nominating and corporate governance committee reviews the qualifications of director candidates and incumbent directors in light of the criteria approved by our board and recommends the Company’s candidates to our board for election by the Company’s shareholders at the applicable annual meeting. We also assess qualifications and characteristics of our directors, including racial and ethnic diversity, as part of our board’s annual self-evaluation process.

CODE OF CONDUCT

Our Board of Directors adopted a Code of Conduct which governs all of our directors, officers, and employees, including our Chief Executive Officer and other executive officers. This Code of Conduct is posted on the Corporate Governance section of the Company’s website at www.cmco.com and on the Company’s intranet. Our Chief Compliance Officer has responsibility to implement and maintain an effective ethics and compliance program. She also has responsibility to provide updates on our ethics and compliance program to the Audit Committee. Our Director of Corporate Social Responsibility is responsible for developing our Environmental, Social and Governance (ESG) compliance platform and in 2023, we published our third annual Sustainability Report.

COMMITTEES OF THE BOARD OF DIRECTORS

During Fiscal 2024, the Board has three standing Committees: Audit, Human Capital, Compensation and Succession Committee, and Corporate Governance and Nomination. The charter for each committee is available on the Company’s Investor Relations website at https://investors.cmco.com/governance/governance-documents.


		2024 PROXY STATEMENT			57

CORPORATE GOVERNANCE POLICY

The current members of our committees, the principal functions of each committee and the number of meetings held in Fiscal 2024 are shown below. Each member of each committee during Fiscal 2024 was, and each current member continues to be, independent under our Director Independence Standards, as well as applicable SEC rules and Nasdaq listing standards.

Annually, the Governance and Nomination Committee assesses and considers membership for each of the Board’s standing committees. This review considers, among other factors, committee needs, director experience, committee succession planning, and the desire to balance membership continuity with new insights.

Audit Committee

Independent Members:

Michael Dastoor, Chair

Chad R. Abraham

Chris J. Stephens, Jr.

Meetings in FY24:

Primary Responsibilities

• Assist the Board in monitoring the integrity of our financial statements, our compliance with financial reporting and related legal and statutory requirements and the independence and performance of our internal and external auditors.

• Review our enterprise risks and enterprise risk management policies, including financial and cyber risks and oversight of the cyber –Sub-Committee.

• Select and employ a firm of independent registered public accountants to audit our financial statements and internal control over financial reporting each year, which firm is accountable to the Audit Committee and the Board.

Each member of our Audit Committee is independent as defined under the Securities Exchange Act of 1934, as amended and section 3 of the Sarbanes-Oxley Act of 2002, and under the NASDAQ Stock Market, Inc. rules. Pursuant to Section 407 of the Sarbanes-Oxley Act of 2002, our Board of Directors has determined that Messrs. Dastoor, Abraham, and Stephens qualify as “audit committee financial experts.” The duties of our Audit Committee consist of (i) appointing or replacing our independent auditors, (ii) pre-approving all auditing and permitted non-audit services provided to us by our independent auditors, (iii) reviewing with our independent auditors and our management the scope and results of our annual audited financial statements, our effectiveness of internal control over financial reporting, our quarterly financial statements and significant financial reporting issues and judgments made in connection with the preparation of our financial statements, (iv) reviewing our management’s assessment of the effectiveness of our internal controls, (v) reviewing insider and affiliated party transactions , (vi) establishing procedures for the receipt, retention and treatment of complaints received regarding accounting or internal controls, (vii) overseeing the enterprise risk management process, and cyber Sub-Committee. The Audit Committee is governed by a written charter approved by the Board of Directors which is posted on the Investor Relations section of our website at www.cmco.com.


58		2024 PROXY STATEMENT

CORPORATE GOVERNANCE POLICY

Human Capital, Compensation and Succession Committee

Independent Members:

Jeanne Beliveau-Dunn, Chair

Aziz S. Aghili

Kathryn V. Roedel

Chris J. Stephens, Jr.

Meetings in FY24:

Primary Responsibilities

• Review and make recommendations to the Board regarding management organization, succession, and development programs.

• Review and approve, or recommend for approval, the election of corporate officers and their salaries, incentive compensation, and bonus awards.

• Make the decisions required by a committee of the Board under all stock and deferred compensation plans.

• Approve and report to the Board changes in salary ranges for all other major position categories and, as outlined in its charter, changes in our retirement, group insurance, investment, management incentive compensation and bonus and other benefit plans.

Each member of our Human Capital, Compensation and Succession Committee is an independent Director under the NASDAQ Stock Market, Inc., rules currently in effect. The principal functions of this Committee are to (i) review and make recommendations to the Board of Directors concerning our compensation strategy, (ii) establish corporate performance measures and goals under our performance-based incentive programs, (iii) determine individual compensation targets for our executive officers under our incentive programs, (iv) evaluate and certify whether performance goals have been met at the end of the performance period, (v) determine salary increases and award amounts for individual executive officers, (vi) review and approve (or recommend to the Board of Directors for approval) any material changes to our salary, incentive, and benefit programs and assure that these programs are administered in a manner consistent with the compensation strategy, (vii) review and make recommendations to the Board of Directors concerning equity grants, (viii) assess and evaluate risk in connection with our compensation plans and programs, (ix) review and make recommendations to the Board of Directors concerning compensation and bonus for the Chief Executive Officer and Chief Financial Officer, and (x) perform other functions as identified in the Human Capital, Compensation and Succession Committee charter.

The Human Capital, Compensation and Succession Committee is governed by a written charter approved by the Board of Directors which is posted on the Investor Relations section of our website at www.cmco.com. Additional information on the Human Capital, Compensation and Succession Committee’s processes and procedures are addressed in the Compensation Discussion and Analysis section of this Proxy Statement.


		2024 PROXY STATEMENT			59

CORPORATE GOVERNANCE POLICY

Corporate Governance and Nomination Committee

Independent Members:

Aziz S. Aghili, Chair

Kathryn V. Roedel

Rebecca Yeung

Jeanne Beliveau-Dunn

Meetings in FY24:

Primary Responsibilities

• Make recommendations to the Board concerning the size, composition, skills of the Board and its committees.

• Recommend nominees for election or reelection as directors.

• Consider other matters pertaining to Board membership and governance.

• Evaluate Board performance and assess the adequacy of, and compliance with, our Corporate Governance Guidelines and Code of Business Conduct.

• Ensure governance and integration of material ESG initiatives into overall business strategy.

• Drive diversity in Board succession planning and hiring practices.

Our Corporate Governance and Nomination Committee is responsible for (i) evaluating the composition, skills, organization and governance of our Board of Directors and its committees, (ii) monitoring compliance with our system of corporate governance, and (iii) developing criteria, researching, and making recommendations with respect to candidates for membership on our Board of Directors.

Each member of the Corporate Governance and Nomination Committee is an independent Director under the NASDAQ Stock Market, Inc., rules currently in effect. Our Corporate Governance and Nomination Committee does not solicit direct nominations from our shareholders but will give consideration to written recommendations for nominees from our shareholders for election as directors that are submitted in accordance with our By-Laws. See the information contained in our By-Laws under the heading “Shareholders’ Proposals.”

The Corporate Governance and Nomination Committee is governed by a written charter approved by the Board of Directors which is posted on the Investor Relations section of our website at www.cmco.com.


60		2024 PROXY STATEMENT

CORPORATE GOVERNANCE POLICY

DIRECTOR STOCK OWNERSHIP GUIDELINES

Our General Corporate Governance Policy contains a guideline whereby all Directors are asked to beneficially own 5(X) their total cash compensation retainer within five (5) years of joining the Board. In determining ownership levels, we only include common stock owned outright by the officer or director, unvested time-based restricted shares and restricted stock units, and common stock owned by the officer or director through our retirement plan(s). Excluded from the ownership calculation are unexercised stock options (whether in-the- money or not) and unearned performance-based equity, such as PSUs. Any Restricted Stock Units granted to a director pursuant to the Columbus McKinnon Corporation 2016 Long Term Incentive Plan, as amended and restated in 2019 (the “Omnibus Plan”) and 2024, or any successor plan, are included in determining the number of shares owned by such Director for these purposes. All directors are in compliance with this Policy.

DIRECTOR NONQUALIFIED DEFERRED COMPENSATION PLAN

We maintain a “nonqualified” deferred compensation plan for our directors. The plan is an unfunded plan intended to help participants supplement their retirement income while providing them an opportunity to invest a portion of their cash and/or stock compensation. Under the plan, each Director who receives cash and stock compensation for board service may elect to defer all or a portion of his or her cash and/or stock compensation in a calendar year.

OFFICER STOCK OWNERSHIP GUIDELINES

Consistent with our objective of aligning management’s interests with shareholders, we have established stock ownership requirements for all corporate and operating officers to maintain or accumulate minimum ownership levels of the Company’s Common Stock. Executives are required to retain a portion of their equity compensation upon vesting of shares or exercise of options. The portion that each executive must continue to hold is described as the retention ratio which is applied to the after-tax shares received by the executive. If the value of shares held by an executive exceeds a specified multiple of base salary, the executive is no longer subject to the retention ratio requirement with respect to additional after-tax shares received by the executive. Each NEO is currently subject to the retention ratio requirement. Excluded from the ownership calculation are unexercised stock options (whether in-the-money or not) and unearned performance-based equity, such as PSUs. The following table summarizes the ownership guidelines, as well as the respective retention ratio, for executives:


Position / Title	Multiple of Base Salary	Retention Ratio

Chief Executive Officer	5X	50%

Chief Financial Officer	4X	50%

Other Executive Leadership⁽¹⁾	3X	50%

Other Officers⁽²⁾	2X	40%

(1)	Messrs. Schadeberg, Korman and Brant are deemed Executive Leadership Team members.

(2)	Other Officers include the Controller and Treasurer.


		2024 PROXY STATEMENT			61

CORPORATE GOVERNANCE POLICY

DIRECTOR COMPENSATION

The Board approves the compensation for non-management directors based on recommendations made by the Corporate Governances and Nomination Committee in collaboration with the Human Capital, Compensation and Succession Committee. The Board has designed the director compensation program to achieve four primary objectives:

•

Attract and retain talented directors with the skills and capabilities to execute on Columbus McKinnon’s strategy;

•

Fairly compensate directors for the work required in a company of Columbus McKinnon’s size, industry, and scope;

•

Recognize the individual roles and responsibilities of the directors; and

•

Align directors’ interests with the long-term interest of our shareholders

Director Compensation Procedures

The Corporate Governances and Nomination Committee and the Human Capital, Compensation and Succession Committee annually review the compensation program for Columbus McKinnon’s directors. Meridian, Columbus McKinnon’s’ independent compensation consultant, provides competitive compensation data and director compensation program recommendations to the Committees for review. The competitive compensation data includes information regarding the compensation (cash, equity, and other benefits) of the non-management directors within Columbus McKinnon’s comparator group and industry benchmarks.

Based on its review of the competitive market data and guidance from Meridian in the fourth quarter of Fiscal Year 2024, the Committees determined that the Company’s director compensation program meets the objectives listed above.

Director Compensation Structure

The Company uses a combination of cash and stock-based incentive compensation to attract and retain qualified candidates to serve on our Board. In fiscal 2024, each non-employee Director was eligible to receive an annual cash retainer of $90,000 plus the following amounts for specified Board service, which amounts were pro-rated for any partial year service:



Chairman of the Board	$	80,000

Lead Independent Director		45,000

Audit Committee Chair		20,000

Human Capital, Compensation and Succession Committee Chair		20,000

Corporate Governance and Nomination Committee Chair		20,000

In fiscal 2024, the equity-based portion of each non-employee Director’s annual retainer consisted of 3,168 shares of common stock that vested immediately.


62		2024 PROXY STATEMENT

CORPORATE GOVERNANCE POLICY

Compensation of Directors

The following table sets forth the compensation of the Company’s Directors for the fiscal year ended March 31, 2024.


Director	Fees Earned or Paid in Cash⁽¹⁾ ($)		Stock Awards⁽²⁾⁽³⁾($)		All Other Compensation⁽⁴⁾($)		Total⁽⁵⁾ ($)

Chad R. Abraham⁽⁸⁾		85,000		—		—		85,000

Aziz S. Aghili⁽⁹⁾		101,667		—		18		101,685

Jeanne Beliveau-Dunn⁽⁷⁾		105,000		—		18		105,018

Gerald G. Colella		150,000		130,015		—		280,015

Michael Dastoor⁽¹⁰⁾		90,000		—		—		90,000

Richard H. Fleming		52,500		130,015		18		182,533

Heath A. Mitts		100,000		130,015		18		230,033

Kathryn V. Roedel⁽⁷⁾		125,833		—		18		125,851

Chris J. Stephens Jr,		—		—		—		—

David J. Wilson⁽⁶⁾		—		—		—		—

Rebecca Yeung		85,000		130,015		—		215,015

(1)

For each Director, the amount set forth in the fees earned or paid in cash column reflects the annual director cash retainer in the amount of $90,000 pro-rated from May 2023. In addition, for Mr. Colella includes the Chairman of the Board fee earned for fiscal 2024 in the amount of $65,000 and for Messrs. Aghili, Beliveau-Dunn, Dastoor and Roedel. Roedel includes committee chair fees earned for fiscal 2024.

(2)

Reflects the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 of awards of common stock ($130,000 for each director). The grant date fair value for each share of restricted stock and RSUs is equal to the market price of our common stock on the date of grant. This figure includes $130,015 in shares of common stock that were granted with immediate vesting provisions.

(3)

As the Company’s director compensation program includes RSUs that vest over a three-year period, the following directors held the following number of unvested RSUs as of March 31, 2024: Mr. Abraham, Mr. Aghili, and Ms. Roedel: 7,279 unvested RSUs; Ms. Beliveau-Dunn: 10,020 unvested RSUs; Mr. Dastoor: 3,168 unvested RSUs.

(4)	All other compensation column consists of cash received in lieu of fractional shares.

(5)	No additional fees are paid for attendance at Board or committee meetings. Our directors are reimbursed for reasonable expenses incurred in attending such meetings.

(6)	Mr. Wilson received no separate compensation as a Director of the Company.

(7)

Ms. Beliveau-Dunn and Ms. Roedel elected to defer 100% of their fiscal 2024 equity award including 3,168 shares of common stock, valued at $130,015. Distribution of deferred stock will occur within 60 days upon separation from the Company, death, disability, or change in control. The deferred stock will be administered and issued in accordance with the Company’s LTIP.

(8)

Mr. Abraham elected to defer 100% of his fiscal 2024 equity award including 3,168 shares of common stock, valued at $130,015. Distribution of deferred stock will occur on February 1, 2032, or upon separation from the Company, death, disability, or change in control. The deferred stock will be administered and issued in accordance with the Company’s LTIP.

(9)

Mr. Aghili elected to defer 100% of his fiscal 2024 equity award including 3,168 shares of common stock, valued at $130,015. Distribution of deferred stock will occur on June 1, 2026, or upon separation from the Company, death, disability, or change in control. The deferred stock will be administered and issued in accordance with the Company’s LTIP.

(10)

Mr. Dastoor elected to defer 100% of his fiscal 2024 equity award including 3,168 shares of common stock, valued at $130,015. Distribution of deferred stock will occur on January 1, 2026, or upon separation from the Company, death, disability, or change in control. The deferred stock will be administered and issued in accordance with the Company’s LTIP.


		2024 PROXY STATEMENT			63

OUR EXECUTIVE LEADERSHIP OFFICERS


Name	Age	Position

David J. Wilson	55	President and Chief Executive Officer

Bert A. Brant	63	SVP, Global Operations

Appal Chintapalli	49	President, EMEA and APAC

Alan S. Korman	63	SVP General Counsel, Corp. Development and Secretary

Mario Y. Ramos Lara	51	SVP, Product Development and Marketing

Mark Paradowski	54	SVP, Information Services and Chief Digital Officer

Gregory P. Rustowicz	64	EVP, Finance and Chief Financial Officer

Terry Schadeberg	60	President, Americas

Adrienne Williams	48	SVP and Chief Human Resources Officer

All of our executive officers are elected annually at the first meeting of our Board of Directors following the Annual Meeting of Shareholders and serve at the discretion of our Board of Directors. There are no family relationships between any of our officers or Directors. Recent business experience of our executive officers who are not also Directors follows:

Bert A. Brant joined the Company in February 2018 as Vice President, Global Manufacturing Operations. He was promoted to Sr. Vice President, Global Operations in July 2022. Prior to that he was SVP, Global Operations for Colfax Fluid Handling, a division of Colfax Corporation. Prior to joining Colfax in 2014, he led operations in the U.S., Mexico, and Canada for Apex Tool Group. He held other manufacturing and operational leadership roles at Pergo LLC, Rexnord Corporation and Denso Manufacturing, where he was trained by Toyota in Japan on the Toyota Production System.

Appal Chintapalli joined the Company in March 2018 as the Vice President of Engineered Products. He was promoted to President, EMEA & APAC in April 2022. Prior thereto, he was General Manager and Vice President of IT & Edge Infrastructure EMEA in Germany for Vertiv. Previously, he worked in a number of positions for Emerson including Vice President of Marketing for Emerson Network Power EMEA in London, UK, and in the U.S., Vice President of Enterprise Services for the Emerson Climate Division, and Corporate Marketing Manager. Appal holds an MBA from Harvard Business School, and a Bachelor and Master of Science in Chemical Engineering.

Alan S. Korman joined the Company in January 2011 as General Counsel and Assistant Secretary. He was promoted to Sr. Vice President, General Counsel, Corp. Development and Secretary in July 2022. Prior thereto, he held various positions with the Company including Vice President, General Counsel, Corp. Development and Secretary, and held the role of CHRO from 2018-2021. From 1994 until January 2011, he served in various senior executive positions of responsibility at Ivoclar Vivadent, Inc., including Vice President, General Counsel and Secretary, and President of Pentron Ceramics, Inc.

Mario Y. Ramos Lara joined the Company in June 2018 as Vice President, Global Product Development. He was promoted to Sr. Vice President, Product Development and Marketing in July 2022. Prior thereto, he spent 18 years in various roles at Schneider Electric, most recently Vice President, Strategic Marketing, Product Management and Partnerships for Schneider’s Final Distribution line of business. Other positions at Schneider included Vice President, Global Engineering, Director of Engineering for Low and Medium Voltage Equipment and Director, Global Technology Center in Monterrey, Mexico. Mario holds an MBA from Vanderbilt, and a Bachelor and Master of Science in Mechanical Engineering.


64		2024 PROXY STATEMENT

OUR EXECUTIVE LEADERSHIP OFFICERS

Mark Paradowski joined the Company in 1997 as a Technical Manager. In August 2013, he was named Vice President, Information Services. In July 2022, he was promoted to Sr. Vice President, Information Services and Chief Digital Officer. Prior to that, he served as Director—Global Information Systems after having served as Director Information Services. Before joining the company, Mr. Paradowski held various positions with Oracle Corporation and Electronic Data Systems (EDS).

Gregory P. Rustowicz joined the Company in August 2011 as Vice President, Finance and Chief Financial Officer. He was promoted to Executive Vice President, Finance and Chief Financial Officer in July 2022. From 2007, he was Vice President Finance and Corporate Treasurer at Momentive Performance Materials Inc. Prior thereto, he spent 20 years in various financial management positions for PPG Industries, Inc., including Group CFO for the Glass, Fiber Glass, and Chemicals Businesses, CFO for Transitions Optical, Inc., and Assistant Treasurer and Global Credit Director. Prior to PPG, he worked as a CPA for KPMG.

Terry Schadeberg joined the Company in 2021 through the acquisition of Dorner Mfg. Co., where he served as President and CEO. He was appointed President, Americas in April 2022. Mr. Schadeberg has over 20 years of experience in the industrial automation industry serving in various leadership roles of responsibility both in the public and private equity sectors.

Adrienne Williams joined the Company in June 2021 as Vice President and Chief Human Resources Officer. She was promoted to Sr. Vice President, Chief Human Resources Officer in July 2022. Prior thereto, she had a 15-year career at Compass Group North America where she held roles of increasing scope and responsibility. Most recently, she was Vice President, Inclusion & Human Resources. Previous roles included Senior Director, HR and Director, HR. Prior thereto, she served as Director of HR at Liberty Commons.


		2024 PROXY STATEMENT			65

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

The following table sets forth certain information as of May 10, 2024 regarding the beneficial ownership of our common stock by (i) each person who is known by us to own beneficially more than 5% of our common stock; (ii) by each Director; (iii) by each of our executive officers named in the Summary Compensation Table and (iv) by all of our executive officers and Directors as a group. The business address of each of the executive officers and Directors is 13320 Ballantyne Corporate Place, Suite D, Charlotte, NC 28277.


Directors, Officers and 5% Shareholders	Number Of Shares⁽¹⁾		Percentage Of Class

Gerald Colella		7,279		*	⁽¹⁸⁾

David J. Wilson⁽²⁾		190,865		*	⁽¹⁸⁾

Kathryn V. Roedel⁽³⁾		11,993		*	⁽¹⁸⁾

Aziz S. Aghili⁽³⁾		11,993		*	⁽¹⁸⁾

Jeanne Beliveau-Dunn⁽⁴⁾		2,416		*	⁽¹⁸⁾

Michael Dastoor⁽⁵⁾		6,852		*	⁽¹⁸⁾

Chad Abraham⁽⁶⁾		0		*	⁽¹⁸⁾

Rebecca Yeung		3,168		*	⁽¹⁸⁾

Chris J. Stephens Jr.⁽⁷⁾		0		*	⁽¹⁸⁾

Alan S. Korman⁽⁸⁾		53,232		*	⁽¹⁸⁾

Gregory P. Rustowicz⁽⁹⁾		99,720		*	⁽¹⁸⁾

Terrance J. Schadeberg⁽¹⁰⁾		27,258		*	⁽¹⁸⁾

Bert A. Brant⁽¹¹⁾		43,673		*	⁽¹⁸⁾

All Directors and Executive Officers as a Group (17 persons)⁽¹²⁾		573,844		*	⁽¹⁸⁾

Columbus McKinnon Corporation Employee Stock Ownership Plan		148,018		*	⁽¹⁸⁾

Franklin Mutual Advisers, LLC⁽¹³⁾		2,432,248		8.50	%

BlackRock, Inc.⁽¹⁴⁾		2,381,577		8.30	%

Dimensional Fund Advisors LP⁽¹⁵⁾		1,842,229		6.40	%

Macquarie Group Limited⁽¹⁶⁾		1,622,147		5.64	%

The Vanguard Group⁽¹⁷⁾		1,541,197		5.36	%

*	Less than 1%

(1)

Rounded to the nearest whole share. Unless otherwise indicated in the footnotes, each of the shareholders named in this table has sole voting and investment power with respect to the shares shown as beneficially owned by such shareholder, except to the extent that authority is shared by spouses under applicable law.

(2)

Includes (i) 59,482 shares of common stock owned directly; (ii) 56,383 shares of restricted stock units which are subject to forfeiture, of which 25,327 shares of restricted stock units vest within 60 days; and (iii) 75,000 shares of common stock issuable under options granted to Mr. Wilson which are exercisable within 60 days. Excludes 89,217 shares of common stock issuable under options granted to Mr. Wilson which are not exercisable within 60 days.

(3)	Does not include 7,353 Deferred Stock held by Ms. Roedel and Mr. Aghili.

(4)	Does not include 10,148 Deferred Stock held by Ms. Beliveau-Dunn.

(5)	Does not include 3,185 Deferred Stock held by Mr. Dastoor.

(6)	Does not include 7,353 Deferred Stock held by Mr. Abraham.

(7)	Mr. Stephens was appointed a Director of the Company in March 2024.


66		2024 PROXY STATEMENT

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

(8)

Includes (i) 27,945 shares of common stock owned directly; (ii) 302 shares of common stock allocated to Mr. Korman’s ESOP account; (iii) 10,416 shares of restricted stock units which are subject to forfeiture, of which 4,917 shares of restricted stock units vest within 60 days; and (iv) 14,569 shares of common stock issuable under options granted to Mr. Korman which are exercisable within 60 days. Excludes 15,851 shares of common stock issuable under options granted to Mr. Korman which are not exercisable within 60 days.

(9)

Includes (i) 64,435 shares of common stock owned directly; (ii) 242 shares of common stock allocated to Mr. Rustowicz’s ESOP account; (iii) 14,602 shares of restricted stock units which are subject to forfeiture, of which 6,907 shares of restricted stock units vest within 60 days; and (iv) 20,441 shares of common stock issuable under options granted to Mr. Rustowicz which are exercisable within 60 days. Excludes 22,153 shares of common stock issuable under options granted to Mr. Rustowicz which are not exercisable within 60 days.

(10)

Includes (i) 6,489 shares of common stock owned directly; and (ii) 9,549 shares of restricted stock units which are subject to forfeiture of which 3,761 shares of restricted stock units vest within 60 days; and (iii) 11,220 shares of common stock issuable under options granted to Mr. Schadeberg which are exercisable within 60 days. Excludes 92,440 shares of common stock issuable under options granted to Mr. Schadeberg which are not exercisable within 60 days.

(11)

Includes (i) 20,056 shares of common stock owned directly; (ii) 9,775 shares of restricted stock units which are subject to forfeiture, of which 4,671 shares of restricted stock units vest within 60 days; and (iii) 13,842 shares of common stock issuable under options granted to Mr. Brant which are exercisable within 60 days. Excludes 14,729 shares of common stock issuable under options granted to Mr. Brant which are not exercisable within 60 days.

(12)

Includes options to purchase an aggregate of 174,287 shares of common stock issuable to certain executive officers which are exercisable within 60 days. Excludes (i) the shares of common stock owned by the ESOP, except for an aggregate of 2,046 shares allocated to the respective ESOP accounts of our executive officers; and (ii) options to purchase an aggregate of 278,967 shares of common stock issued to certain executive officers which are not exercisable within 60 days.

(13)

Information with respect to Franklin Mutual Advisers, LLC is based on a Schedule 13G filed with the Securities and Exchange Commission on January 30, 2024. Based solely upon information in this Schedule 13G, Franklin Mutual Advisers, LLC has sole voting power with respect to 2,300,086 shares of common stock and sole dispositive power with respect to 2,432,248 shares of common stock. The stated business address of Franklin Mutual Advisers, LLC is 101 John F. Kennedy Parkway, Short Hills, New Jersey 07078-2789.

(14)

Information with respect to BlackRock, Inc. is based on a Schedule 13G/A filed with the Securities and Exchange Commission on January 25, 2024. Based solely upon information in this Schedule 13G/A, BlackRock, Inc. has sole voting power with respect to 2,315,447 shares of common stock and sole dispositive power with respect to 2,381,557 shares of common stock. The stated business address of BlackRock, Inc. is 50 Hudson Yards, New York, New York 10001.

(15)

Information with respect to Dimensional Fund Advisors LP is based on a Schedule 13G/A filed with the Securities and Exchange Commission on February 9, 2024. Based solely upon information in this Schedule 13G/A, Dimensional Fund Advisors LP has sole voting power with respect to 1,810,711 shares of common stock and sole dispositive power with respect to 1,842,229 shares of common stock. The stated business address of Dimensional Fund Advisors LP is Building One, 6300 Bee Cave Road, Austin, Texas 78746.

(16)

Information with respect to Macquarie Group Limited is based on a Schedule 13G/A jointly filed by Macquarie Group Limited, Macquarie Management Holdings Inc. and Macquarie Investment Management Business Trust with the Securities and Exchange Commission on February 14, 2024. Based solely upon information in this Schedule 13G/A, Macquarie Management Holdings Inc. and Macquarie Investment Management Business Trust have sole voting power and sole dispositive power with respect to 1,622,147 shares of common stock. The stated business address of Macquarie Group Limited is 50 Martin Place, Sydney, New South Wales, Australia.

(17)

Information with respect to The Vanguard Group is based on a Schedule 13G jointly filed with the Securities and Exchange Commission on February 13, 2024. Based solely upon information in this Schedule 13G, The Vanguard Group has shared voting power with respect to 17,481 shares of common stock, sole dispositive power with respect to 1,498,353 shares of common stock, and shared dispositive power with respect to 42,844 shares of common stock. The stated business address of The Vanguard Group is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355.

(18)	Percentage was computed based upon 29,000,000 shares outstanding as of May 10, 2024.


		2024 PROXY STATEMENT			67

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our Directors and executive officers, and persons who own more than 10% of a registered class of our equity securities, to file with the Securities and Exchange Commission and NASDAQ initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. Our executive officers, Directors and greater than 10% shareholders are required to furnish us with copies of all Section 16(a) forms they file. To our knowledge, based solely on our review of the copies of such reports furnished to us and written representations that no other reports were required, we are in compliance with all Section 16(a) filing requirements applicable to our executive officers, Directors and greater than 10% beneficial owners during the fiscal year ended March 31, 2023, except for the late filing of the Form 4s filed in connection with 12 shares acquired by Mr. Paradowski under a broker automatic dividend reinvestment plan. Under the broker automatic dividend reinvestment plan, Mr. Paradowski acquired 4 shares on each of the following dates: August 17, 2023, November 16, 2023, and February 15, 2023.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

The Audit Committee reviews and makes recommendations where appropriate to the Board of Directors with respect to all related party transactions and relationships. Pursuant to Regulation S-K 404, a “related person” includes (among others) an executive officer, director and, by reference to S-K 403(a), a party who beneficially owns more than 5% of any class of the Company’s voting securities, or a person known by the Company to be an immediate family member of any of the foregoing, who is a party to a transaction with the Company in which the payment for a fiscal year exceeds $120,000. Any such related party transaction is required to be on terms no less favorable to the Company than could be obtained from an unaffiliated third party. The Company has a separate “Related Person Transaction Policy,” as well as other various policies and procedures, including the Company’s Code of Conduct and the annual Directors’ and Officers’ questionnaires that require disclosure of transactions or relationships that may constitute conflicts of interest or require disclosures or affect an independence determination under applicable SEC rules.

There are no S-K 404 related or affiliated third party transactions to review.

SOLICITATION OF PROXIES

The cost of solicitation of proxies will be borne by us, including expenses in connection with preparing and mailing this Proxy Statement. In addition to the use of the mail, proxies may be solicited by personal interviews or by telephone, telecommunications or other electronic means by our directors, officers, and employees at no additional compensation. Arrangements will be made with brokerage houses, banks and other custodians, nominees, and fiduciaries for the forwarding of solicitation material to the beneficial owners of our common stock, and we will reimburse them for reasonable out-of-pocket expenses incurred by them in connection therewith.


68		2024 PROXY STATEMENT

SHAREHOLDERS’ PROPOSALS

Pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended, some shareholder proposals may be eligible for inclusion in our 2024 proxy statement. These shareholder proposals must be submitted, along with proof of ownership of our stock in accordance with Rule 14a-8, by U.S. mail, postage prepaid, to our Corporate Secretary, Columbus McKinnon Corporation, 13320 Ballantyne Corporate Place, Charlotte NC 28277. Failure to deliver a proposal in accordance with this procedure may result in the proposal not being deemed timely received.

In addition, under our By-laws, any shareholder who intends to nominate a candidate for election to the Board or to propose any business at our 2024 annual meeting (other than precatory (non-binding) proposals presented under Rule 14a-8) pursuant to the advance notice provisions of the By-Laws, must give notice to our Corporate Secretary not less 90 days nor more than 120 days prior to the first anniversary of the 2023 Annual Meeting. In each case, the notice must include information specified in our By-Laws, including information concerning the nominee or proposal, as the case may be, and information about the shareholder’s ownership of and agreements related to our stock. In the event the date of the 2024 Annual Meeting is advanced by more than thirty (30) days, or delayed by more than sixty (60) days, from such anniversary date, notice by the shareholder, to be timely, must be so delivered, or mailed and received, not later than the close of business on the later of the ninetieth (90th) day prior to such annual meeting or the tenth (10th) day following the day on which public announcement of the date of such annual meeting is first made by the Corporation. In no event shall any adjournment or the announcement thereof commence a new time period (or extend any time period) for the giving of a shareholder’s notice as described above.

In addition to the information required in a notice of a proposal, a notice to our Corporate Secretary with respect to nominations must contain certain information regarding each proposed nominee for director. Further information regarding proposals or nominations by shareholders can be found in Section 1.11 of the Company’s By-Laws. If our Board of Directors or a designated committee determines that any proposal or nomination was not made in a timely fashion or fails to meet the information requirements of Section 1.11, such proposal or nomination will not be considered.

As of the date of this Proxy Statement, the Board of Directors does not intend to present, and has not been informed that any other person intends to present, any matter for action at this meeting other than those specifically referred to in this Proxy Statement. If other matters properly come before the meeting, it is intended that the holders of the proxies will act with respect thereto in accordance with their best judgment.

CONTACTING THE BOARD OF DIRECTORS

Our Board of Directors has adopted a written policy regarding communications with our Board of Directors. A copy of this policy is posted on the Investor Relations section of the Company’s website at www.cmco.com.

PROCEDURES FOR RECOMMENDING INDIVIDUALS TO SERVE AS DIRECTORS

The nominating and corporate governance committee also considers director candidates recommended by our shareholders. Any shareholder who wishes to propose director nominees for consideration by our nominating and corporate governance committee, but does not wish to present such proposal at an annual meeting of shareholders, may do so at any time by directing a description of each nominee’s name and qualifications for board membership to the Chair of the Corporate Governance and


		2024 PROXY STATEMENT			69

REPORT OF THE AUDIT COMMITTEE

Review of Our Audited Financial Statements

Our Audit Committee is comprised of the Directors named below, each of whom is independent as defined under Section 10A(m) of the Securities Exchange Act of 1934 and Section 3 of the Sarbanes-Oxley Act of 2002 and under Rule 5605 of the NASDAQ Stock Market, Inc., listing standards as currently in effect. In addition, pursuant to the requirements of Section 407 of the Sarbanes-Oxley Act of 2002, our Board of Directors has determined that Messrs. Dastoor, Abraham, and Stephens, Jr., qualify as “an Audit Committee financial expert.”

The Audit Committee operates under a written charter which includes provisions requiring Audit Committee advance approval of all audit and non-audit services to be provided by the Company’s independent registered public accounting firm. However, as a matter of course, we will not engage any outside accountants to perform any significant audit or non-audit services without the prior approval of the Audit Committee.

The Audit Committee has reviewed and discussed with our management our audited financial statements for the fiscal year ended March 31, 2024. The Audit Committee has also discussed with Ernst & Young LLP, our independent auditors, the matters required to be discussed by Public Company Accounting Oversight Board Auditing Standard No. 16, “Communications with Audit Committees.”

The Audit Committee has also received and reviewed the written disclosures and the letter from Ernst & Young LLP, pursuant to applicable requirements of the Public Company Accounting Oversight Board regarding the independent auditor’s communications with the Audit Committee concerning independence and has discussed the independence of Ernst & Young LLP with that firm.

Based on the review and the discussions noted above, the Audit Committee recommended to our Board of Directors that our audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2024, for filing with the Securities and Exchange Commission.

Michael Dastoor, Chair

Chad R. Abraham

Chris J. Stephens, Jr.

May 17, 2024


		2024 PROXY STATEMENT			71

COMPENSATION DISCUSSION AND ANALYSIS


COMPENSATION DISCUSSION AND ANALYSIS			72

Executive Compensation Practices			73

Overview, Philosophy and Objectives			73

Process for Setting Executive Compensation			74

Compensation Committee Advisors			75

2024 Peer Group			76

Say on Pay, Response to Shareholder Feedback, and Shareholder Outreach			77

Elements of Our Compensation Program for NEOs			78

Our Target Pay Mix			78

Compensation Decisions			79

The Compensation Committee’s Position on Compensation and Excessive Risk			80

Components of Compensation			80

Base Salary			80

Annual Incentive Plan			81

Fiscal 2024 Annual Incentive Plan Design			82

AIP Metrix Mix Fiscal 2024			82

Results Against Fiscal 2024 AIP Metrics			83

Long-Term Incentive Plan			83

PSUs			84

RSUs			85

Stock Options			85

Other Benefits			85

Other Matters			87

Compensation Discussion and Analysis

This Compensation Discussion and Analysis, or CD&A, provides an overview of our executive compensation philosophy, objectives, and design and each element of our executive compensation program with regard to the compensation awarded to, earned by, or paid to our named executive officers (our “Named Executive Officers” or “NEOs”) during fiscal 2024, as well as certain changes we have made to our executive compensation program since the end of fiscal 2024. Our NEOs are employed by Columbus McKinnon Corporation.

For fiscal 2024, our NEOs were:


Name		Title

David J. Wilson		President and Chief Executive Officer

Gregory P. Rustowicz		Executive Vice President, Finance and Chief Financial Officer

Terrance J. Schadeberg		President, Americas

Alan S. Korman		Sr. Vice President, General Counsel, Corp. Development and Secretary

Bert A. Brant		Sr. Vice President, Global Operations


72		2024 PROXY STATEMENT

COMPENSATION DISCUSSION AND ANALYSIS

Executive Compensation Practices


What We Do		What We Do Not Do

Pay for Performance Philosophy		No Excise Tax Gross Ups Upon Change-in-Control

PSUs with Vesting Subject to Achievement of Key Performance Metrics		No High Percentage of Fixed Compensation

Minimum Stock Ownership Policy for Named Executive Officers (“NEOs”)		No Excessive Executive Perquisites

Double Trigger Equity Acceleration Upon a Change-in-Control		No Tax Gross Ups on Welfare Benefits

Independent Consultant Retained by Human Capital, Compensation & Succession Planning Committee		No Repricing of Underwater Stock Options Without Shareholder Approval

Regular Review of Share Utilization		No Permitted Hedging, Short Sales, or Derivative Transactions in Company Stock

Maintain a Clawback Policy broader than SEC Requirements		No Guaranteed Salary Increases or Guaranteed Annual Incentive Bonuses for NEOs

Review Compensation Related Risks
Robust Anti-Hedging and Anti-Pledging Policy

Overview, Philosophy and Objectives

Our executive team is critical to our success and to building value for our shareholders. Our executive compensation program is designed to attract and retain highly skilled, performance-oriented executives who thrive in a culture focused on delivering purpose-driven results. We incentivize our senior leaders to deliver the highest levels of execution and business results, while also delivering an exceptional experience and value for our customers. We carry out these objectives through the following attributes of our executive compensation program:

•

We align executive compensation with achievement of operational and financial results, increases in shareholder value, and delivering on our strategic initiatives.

•

Our compensation program is designed to motivate and reward our executives for sustained superior performance through the use of variable compensation tied to short and long-term results.

•

We evaluate the competitiveness and effectiveness of our compensation programs against other comparable companies based on industry, size, and other relevant criteria in making pay decisions.

•

We attempt to create simple, straightforward compensation programs that our partners and shareholders can easily understand.


		2024 PROXY STATEMENT			73

COMPENSATION DISCUSSION AND ANALYSIS

Process for Setting Executive Compensation

Role of our Human Capital, Compensation and Succession Planning Committee (“Compensation Committee”) and Management in Compensation Decisions

As described below, the primary elements of our executive compensation program are annual base salary, annual short-term cash incentives, long-term equity incentives, and other benefits and perquisites. Together, these items are complementary and serve the goals described above.

Our executive compensation program is developed and overseen by the Compensation Committee. The purpose of the Compensation Committee is to assist our Board in discharging its responsibilities relating to the compensation of our executive officers and directors, by overseeing Columbus McKinnon’s overall compensation philosophy, policies, and programs, evaluating the compensation and performance of our executive officers, and reviewing, approving, and modifying the terms of our compensation and benefit plans and programs as appropriate. Subject in certain circumstances to approval by our Board, the Compensation Committee has the sole authority to make final decisions with respect to our executive compensation program. For more information regarding the authority and responsibilities of the Compensation Committee, please refer to the Compensation Committee’s charter, which is available via Columbus McKinnon’s Investor Relations website at investors.cmco.com/governance/governance-documents.

In making decisions regarding the allocation of compensation between short-term and long-term compensation, between cash and non-cash compensation, and among different forms of cash and non-cash compensation, the Compensation Committee took into account the views and recommendations of management, in particular our Chief Executive Officer (“CEO”) (except with respect to his own compensation).

The Compensation Committee establishes performance objectives for the CEO based on our annual business plan and long-term strategic goals approved by the Board. Progress against these goals is monitored by the Compensation Committee on a quarterly basis. The Compensation Committee evaluates the CEO’s performance against these goals annually, with input provided for this evaluation from all independent directors.

The Compensation Committee also considers market data validated by our independent compensation consultant, comparisons of our performance to our peers, and strategic achievements during the year, such as acquisitions and their integration into our business and value-creating divestitures. Based on these factors, the Compensation Committee makes recommendations concerning base salary increases, annual incentive award targets and payments under the Annual Incentive Plan and targets and awards under our long-term incentive program.

The Compensation Committee has regularly scheduled executive sessions to discuss CEO performance and compensation and other matters without any executive officers present.

Except for the CEO and Chief Financial Officer (“CFO”), the Compensation Committee reviews and approves base salary increases, Annual Incentive Plan targets and awards, long-term incentive program targets and awards and similar arrangements for the other NEOs in the summary compensation table below are determined by the Compensation Committee after receiving recommendations from our CEO with input from the Chief Human Resource Officer (“CHRO”) and our independent compensation consultant. The Compensation Committee makes the final decision and approves compensation decisions for all NEOs, as well as all other executive officers, except for the CEO and CFO. All aspects of the CEO’s and CFO’s compensation are approved by our full Board.


74		2024 PROXY STATEMENT

COMPENSATION DISCUSSION AND ANALYSIS

Compensation Committee Advisors

The Compensation Committee has the authority under its charter to engage the services of outside consultants to determine the scope of the consultants’ services. In September 2023, after a thorough proposal process which included discussions with multiple firms, our Compensation Committee retained Meridian Compensation Partners, LLC (“Meridian”), as its independent executive compensation advisor to provide advice and guidance as we continue to invest in our executive compensation program governance. Meridian was engaged to advise the Compensation Committee on certain matters related to executive compensation including:

•

peer group selection for purposes of benchmarking pay levels and design practices.

•

market pay and market trend analyses to assist the Compensation Committee in targeting executive; compensation at the desired level versus market;

•

review and advice on the Compensation Discussion Analysis section included in the Company’s proxy statement;

•

advice in connection with the Compensation Committee’s risk analysis of the Company’s compensation policies and practices;

•

regular updates on legislative, regulatory and proxy advisor trends and developments;

•

review of incentive design programs and practices; and

•

other requests relating to the executive compensation issues.

Prior to engaging Meridian in September of 2023, the Compensation Committee had previously engaged Exequity LLP (“Exequity”), an independent compensation consulting firm, to advise the Compensation Committee.

Additionally, our compensation consultants attended in person or by telephone all Compensation Committee meetings during fiscal 2024.

After taking into consideration the factors listed in Nasdaq Listing Rule 5605(d)(3)(D), the Compensation Committee concluded that there were no conflicts of interest with respect to the engagement of Exequity or Meridian during their respective periods of service in fiscal 2024 by the Compensation Committee.


		2024 PROXY STATEMENT			75

COMPENSATION DISCUSSION AND ANALYSIS

2024 Peer Group

The Compensation Committee, with the assistance of Exequity, selected a peer group of companies of comparable size, which reflect the types of companies with which we compete for talent to inform our compensation decisions (the “Peer Group”). We use a broader industrial market reference in determining our Peer Group because the number of direct product and service market competitors of adequate size is limited. Many of the companies that provide similar products and services are privately held, headquartered overseas, or part of a larger enterprise; therefore, executive compensation data may be either unavailable or of limited applicability to the U.S. labor market in which we principally compete. In determining appropriate compensation opportunities for our NEOs, the Compensation Committee reviewed competitive market data provided by Exequity regarding the compensation practices of our Peer Group. The compensation peer group for fiscal 2024 used for benchmarking purposes consisted of the following 21 companies:


Fiscal 2024 Peer Group

Alamo Group Inc.	Albany International Corp.	Altra Industrial Motion Corp.

Astec Industries, Inc.	Barnes Group Inc.	Chart Industries, Inc.

CIRCOR International, Inc.	Commercial Vehicle Group, Inc.	Enerpac Tool Group Corp.

EnPro Industries, Inc.	ESCO Technologies Inc.	Federal Signal Corporation

Franklin Electric Co., Inc.	Graco Inc.	Kadant Inc.

L.B. Foster Company	The Manitowoc Company, Inc.	NN, Inc.

RBC Bearings Incorporated	Standex International Corporation	Tennant Company

Following Meridian’s engagement, our Compensation Committee reviewed the Peer Group that it would use for benchmarking purposes, including annual revenue, market capitalization, EBITDA margins, enterprise value, percentage of non-US revenues and P/E multiples. Our Compensation Committee approved a Peer Group consisting of 20 companies (set forth below) to be used when benchmarking future pay opportunities.


Fiscal 2025 Peer Group

Alamo Group Inc.	Albany International Corp.	Astec Industries, Inc.

ATS Corporation	Barnes Group Inc.	Commercial Vehicle Group, Inc.

Enerpac Tool Group Corp.	EnPro Industries, Inc.	ESCO Technologies Inc.

Federal Signal Corporation	Franklin Electric Co., Inc.	Graco Inc.

Helios Technologies, Inc.	Kadant Inc.	L.B. Foster Company

The Manitowoc Company, Inc.	Mueller Water Product, Inc.	RBC Bearings Incorporated

Standex International Corporation	Tennant Company

The Compensation Committee in conjunction with Meridian reviewed the previous set of peers and determined to remove Chart Industries, Inc., CIRCOR International, Inc. and NN, Inc. due to changes in comparability of market capitalization, as well as Altra Industrial Motion Corp., which was acquired by Regnal Rexford Corporation. Simultaneously, the Company added ATS Corporation, Mueller Water Product, Inc. and Helios Technologies, Inc. given that they have a more relevant market cap and financial profile to that of the Company.


76		2024 PROXY STATEMENT

COMPENSATION DISCUSSION AND ANALYSIS

Elements of Our Compensation Program for NEOs

The main components of our executive compensation during fiscal 2024 included base salary, an annual cash incentive, long-term incentive awards and other benefits. Our compensation philosophy and objectives are achieved by using the following elements in our compensation program for NEOs:


Element	Description	Key Objective

Base Salary	Provide a fixed level of current cash compensation consistent with the executive’s primary duties and responsibilities	Designed to be market competitive and enable us to attract and retain talented executives

Short-Term Incentives— Annual Incentive	Provide “at risk” compensation directly tied to attainment of annual key business objectives	Designed to motivate and reward achievement of financial, operational, and strategic goals

Long-Term Incentives— Stock Options	Align executives with shareholders and offer retention with gradual vesting schedule. Provide motivation for long-term goals and overall growth	Designed to be market competitive, motivate and reward achievement of stock price growth and align executive’s interests with those of the shareholders

Long-Term Incentives— Restricted Stock Units (Time-based)	Align executives with shareholders and offer retention with gradual vesting schedule. Provide motivation for long-term goals and overall growth	Designed to retain executives and align their interests with those of our shareholders

Long-Term Incentives— Restricted Stock Units (Performance-based)	Provide variable compensation based on performance achieved against pre-established goals	Designed to retain executives, align their interests with those of our shareholders and motivate and reward achievement of performance goals

Retirement Benefits	Provide comprehensive retirement savings vehicles through qualified and non-qualified plans	Market-based retirement programs targeted to attract and retain talented executives while encouraging retirement savings
Severance	Provide severance protection that is consistent with the plan for all of our officers	Designed to be competitive in the market and allow for the attraction of talented candidates

Our Target Pay Mix

The total compensation package for our executive officers consists of base salary, annual short-term incentives, long-term incentives, and benefits. In determining both the target level of compensation and mix of compensation elements, we consider market practice, business objectives, expectations of our shareholders and our own subjective assessment of individual executives’ performance, growth, and future potential.

The Company chose a target mix of base salary, annual incentives and long-term incentives that generally reflects our peer industrial companies, with actual pay mix based on the performance of our Company and of the individual. Peer company practices will continue to be monitored as one reference point as we make decisions regarding target pay mix. However, we will also continue to make strategic decisions based on our unique business objectives and circumstances, which may differ from peer company practices and circumstances. We believe the current target pay mix achieves several important objectives: it supports a strong pay-for-performance culture; it balances the focus on annual and long-term objectives in support of our business strategy; and it satisfies the need for flexibility to motivate and reward exceptional performance.

For fiscal 2024, our priorities focused on increasing shareholder value by driving profitable growth. Accordingly, our Annual Incentive Plan (“AIP”) for fiscal 2024 was designed to focus on increasing operating income and free cash flow for paying down debt.


78		2024 PROXY STATEMENT


MESSAGE FROM THE CHAIRMAN AND THE CHIEF EXECUTIVE OFFICER

SHAREHOLDERS LETTER

NOTICE OF 2024 ANNUAL MEETING

VOTING RECOMMENDATIONS

PURPOSE, MISSION, VISION, VALUES			1

COMPANY SUMMARY			2
Business Highlights and Strategy			2
Growth Through Innovation			3
Forward Looking Statements and Website References			4
FY24 Performance Highlights			5
Governance Highlights			12
Principles of Compensation Program			13
Director Nominees			15
Director Qualifications			17

PROPOSAL 1: ELECTION OF DIRECTORS			18

PROPOSAL 2: RATIFICATION OF APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING MARCH 31, 2025			29

PROPOSAL 3: ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS			30

PROPOSAL 4: APPROVE THE COLUMBUS McKINNON CORPORATION SECOND AMENDED AND RESTATED 2016 LONG TERM INCENTIVE PLAN			31

CORPORATE GOVERNANCE POLICY			46

KEY BOARD RESPONSIBILITIES			46
Board Strategic Oversight Role			46
Board’s Role in Risk Oversight			47
Board’s Role in ESG Oversight			49
Sustainability Program			50
Environmental Stewardship			51
Social Responsibility			52
Boards Role in Human Capital			53
Talent and Development			54

GEN. CORP. GOV. POLICY			55

BOARD LEADERSHIP STRUCTURE			55


COMMITTEE REPORT ON COMPENSATION			89

EXECUTIVE COMPENSATION			90
Summary Compensation Table			90
Grants of Plan Based Awards			92
Outstanding Equity Awards at Fiscal Year End			93
Options Exercised and Stock Vested			94
Pension Benefits			94
Non-Qualified Deferred Compensation			96
Other Potential Post-Employment Payments			97
CEO Pay Ratio			98
Policies and Practices Related to the Timing of Grants of Certain Equity Awards			99
Pay Versus Performance			100
Compensation Actually Paid Table			100
Relationship Between Financial Performance Measures			102

2016 SECOND AMENDED AND RESTATED LONG TERM INCENTIVE PLAN (LTIP)			105