What changed in this filing

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Item 9A. Controls and Procedures

2024-02-26 compared with 2023-02-24 · 112 added, 106 removed, 206 unchanged (51% of the section changed)

12 unchanged sentences

Management, under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer, and oversight of the Board of Directors, conducted an assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2023 using the criteria set forth by the 2013 Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control – Integrated Framework.

The scope of management's assessment of the effectiveness of internal control over financial reporting excludes the operations of Heimbach, which the Company acquired through a business combination during the year ended December 31, 2023.

The acquired business represented 14 percent of total consolidated assets (of which 8 percent related to property, plant, and equipment, net, and intangible assets included within the scope of the assessment) and 4 percent of total consolidated revenues included in the consolidated financial statements of the Company as of and for the year ended December 31, 2023.

Based on management’s assessment, we have concluded that our internal control over financial reporting was effective at December 31, 2023.

1 unchanged sentence

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during our fourth fiscal quarter of 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

William Higgins /s/ Stephen M.

Nolan /s/ Elisabeth Indriani

William Higgins

Elisabeth Indriani

Management of the Company has evaluated the changes in the Company's internal controls over financial reporting during 2023.

Except for the Heimbach acquisition, there were no changes in our internal control over financial reporting during our fourth fiscal quarter of 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

/s/ Gunnar Kleveland

/s/ Robert D.

Gunnar Kleveland

President and

Chief Executive Officer

Chief Financial Officer

and Treasurer

Vice President and

Executive Vice President and Chief Financial Officer

Vice President - Controller and Chief Accounting Officer

(Principal Executive Officer)

2 unchanged sentences

OTHER INFORMATION

Securities Trading Plans of Directors and Executive Officers

During the three months ended December 31, 2023, none of our Board of Directors or Executive Officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Albany International Corp.

securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K.

The information required by Items 10, 11, 12, 13, and 14 is set forth under the headings below and when applicable is incorporated herein by reference to the Company’s 2024 Proxy Statement (“Proxy Statement”) to be filed with the SEC within 120 days after December 31, 2023 in connection with the solicitation of proxies for the Company’s 2024 annual meeting of shareholders.

3 unchanged sentences

b) Executive Officers .

Information about the officers of the Company is set forth in Item 1 above.

Information about the officers of the Company is included in Item 1, Business, in Part I of this Annual Report on Form 10-K.

c) Significant Employees .

Same as Executive Officers.

Same as Executive Officers in b) above.

d) Nature of any family relationship between any director, executive officer , person nominated or chosen to become a director or executive officer.

The information set out in the section captioned “Certain Business Relationships and Related Person Transactions”, will be filed within in the Proxy Statement.

The information is included in the section captioned “Certain Business Relationships and Related Person Transactions”, filed within in the Proxy Statement.

e) Business experience, during the past five years, of each director, executive officer, person nominated or chosen to become director or executive officer, and significant employees.

Information about the officers of the Company is set forth in Item 1 above and the information set out in the section captioned “Election of Directors” in the Proxy Statement.

Information about the Company's Executive Officers is included in Item 1, Business, in Part I of this Annual Report on Form 10-K and the information about the Company's Directors is included in the section captioned “Election of Directors” in the Proxy Statement.

f) Involvement in certain legal proceedings by any director, person nominated to become a director or executive officer .

The information set out in the section captioned “Election of Directors”, will be filed within the Proxy Statement.

The information, if any, is included in the section captioned “Election of Directors”, filed within the Proxy Statement.

g) Certain promoters and control persons .

h) Audit Committee Financial Expert.

The information set out in the section captioned “Corporate Governance”, will be filed within the Proxy Statement.

The information is included in the section captioned “Corporate Governance”, filed within the Proxy Statement.

i) Code of Ethics .

The Company has adopted a Code of Ethics that applies to all of its employees, directors, and officers, including the Chief Executive Officer, Chief Financial Officer and Vice President- Controller.

The Company has adopted a Code of Ethics that applies to all of its employees, directors, and officers, including the Chief Executive Officer, Chief Financial Officer and Vice President- Controller and Chief Accounting Officer.

A copy of the Code of Ethics is filed as Exhibit 10(p) and is available at the Corporate Governance section of the Company’s website (www.albint.com), within the investor materials section.

4 unchanged sentences

EXECUTIVE COMPENSATION

The information required by this item is set forth in the sections of the Company’s 2023 Proxy Statement captioned “Executive Compensation Earned,” “Summary Compensation Table,” “CEO Pay Ratio,” “Grants of Plan-Based Awards,” “Outstanding Equity Awards At Fiscal Year-End,” “Option Exercises and Stock Vested,” “Pension Benefits,” “Nonqualified Deferred Compensation,” “Director Compensation,” “Compensation Committee Report,” “Compensation Discussion and Analysis,” and “Compensation Committee Interlocks and Insider Participation” is incorporated herein by reference.

The information required by this item is set forth in the sections of the Company’s 2024 Proxy Statement captioned “Executive Compensation Earned,” “Summary Compensation Table,” “CEO Pay Ratio,” “Grants of Plan-Based Awards,” “Outstanding Equity Awards At Fiscal Year-End,” “Option Exercises and Stock Vested,” “Pension Benefits,” “Nonqualified Deferred Compensation,” “Director Compensation,” “Compensation Committee Report,” “Compensation Discussion and Analysis,” and “Compensation Committee Interlocks and Insider Participation” and is incorporated herein by reference.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this item is set forth in the section captioned “Share Ownership” in the Company’s 2023 Proxy Statement is incorporated herein by reference.

The information required by this item is set forth in the section captioned “Share Ownership” in the Company’s 2024 Proxy Statement and is incorporated herein by reference.

Equity Compensation Plan Information

Plan Category

Number of securities to be issued upon

Plan Category Number of securities to be issued upon

exercise of outstanding options, warrants,

Weighted average exercise price of

outstanding options, warrants, and rights

Number of securities remaining available

and rights Weighted average exercise price of

outstanding options, warrants, and rights Number of securities remaining available

for future issuance under equity

2 unchanged sentences

Equity compensation plans approved by security holders — (1) — 1,631,328 (2),(3),(4),(5)

— (1) — 860,629 (2),(3),(4),(5)

Equity compensation plans not approved by security holders — — —

— (1) — 860,629 (2),(3),(4),(5)

Total — (1) — 1,631,328 (2),(3),(4)

_______________________

1 unchanged sentence

Such awards are not “exercisable,” but will be paid out to the recipients in accordance with their terms, subject to certain conditions.

(2) Reflects the number of shares that may be issued pursuant to future awards under the 2011 Incentive Plan and 2017 Incentive Plan.

Additional shares of Class A Common Stock are available for issuance under the 2011 Incentive Plan (see note 3 below) as well as under the Directors’ Annual Retainer Plan (see note 5 below).

(2) Reflects the number of shares that may be issued pursuant to future awards under the 2017 Incentive Plan and the 2023 Incentive Plan.

Additional shares of Class A Common Stock are available for issuance under the 2017 Incentive Plan (see footnote 3 below).

No additional shares are available under any of the stock option plans pursuant to which outstanding options were granted.

(3) 631,328 shares available for future issuance under the 2017 Incentive Plan.

The 2011 Incentive Plan allows the Board from time to time to increase the number of shares that may be issued pursuant to awards granted under that Plan, provided that the number of shares so added may not exceed 500,000 in any one calendar year, and provided further that the total number of shares then available for issuance under the Plan shall not exceed 1,000,000 at any time.

Shares of Common Stock covered by awards granted under the 2011 Incentive Plan are only counted as used to the extent they are actually issued and delivered.

Accordingly, if an award is settled for cash, or if shares are withheld to pay any exercise price or to satisfy any tax-withholding requirement, only shares issued (if any), net of shares withheld, will be deemed delivered for purposes of determining the number of shares available under the Plan.

The 2017 Incentive Plan does not permit the Board of Directors to increase the number of shares that may be issued under the Plan without shareholder consent.

Shares of Common Stock covered by awards granted under the 2017 Incentive Plan are counted as used to the extent they awards are actually earned and settled in shares, including shares withheld to satisfy tax requirement.

If shares are issued subject to conditions that may result in the forfeiture, cancellation, or return of such shares to the Company, any shares forfeited, canceled, or returned shall be treated as not issued.

Assuming full exercise by the Board of its power to increase annually the number of shares available under the 2011 Incentive Plan, the maximum number of additional shares that could yet be issued pursuant to the Plan awards (including those set forth in column (c) above) would be 1,360,629.

No new shares have been awarded under this plan during 2018 or 2019.

The Plan awards (including those set forth in column (c) above) would be 631,328.

(4) 1,000,000 shares available for future issuance under the 2023 Incentive Plan.

Shares of Common Stock covered by awards granted under the 2017 Incentive Plan are only counted as used to the extent they are actually issued and delivered, including shares withheld to satisfy tax requirement.

Accordingly, if an award is settled for cash, or if shares are withheld to pay any exercise price, only shares issued (if any), net of shares withheld, will be deemed delivered for purposes of determining the number of shares available under the Plan.

The 2017 Incentive Plan does not permit the Board of Directors to increase the number of shares that may be issued under the Plan without shareholder consent.

Shares of Common Stock covered by awards granted under the 2017 Incentive Plan are counted as used to the extent the awards are actually earned and settled in shares, including shares withheld to satisfy tax requirement.

No awards have yet been granted pursuant to the 2023 Incentive Plan.

The Plan awards (including those set forth in column (c) above) would be 1,000,000.

(5) The Directors’ Annual Retainer Plan provides that the aggregate dollar amount of the annual retainer payable for service as a member of the Company’s Board of Directors is $195,000, $120,000 of which is required to

be paid in shares of Class A Common Stock, the total number of shares to be paid to each Director each year shall be determined by the closing price of a share of such stock on the day of the Annual Meeting at which the election of directors for such year occurs ("the Valuation Price"), as such Valuation Price is reported for such day in the Wall Street Journal, rounded down to the nearest whole number.

Directors are expected to hold shares with a value of $585,000 or three times the value of the annual retainer.

Directors may elect to receive, in stock, all of the retainer payable in shares of Common Stock.

A director and related persons, who owns shares of Common Stock with a value of at least $585,000 may elect to receive, in cash, all or any portion of the retainer otherwise payable in shares of Common Stock.

(5) The Company’s independent Directors are paid an annual retainer in the aggregate dollar amount of $220,000 for service as a member of the Company’s Board of Directors (excluding additional fees for committee memberships), of which $135,000 is required to be paid in shares of Class A Common Stock.

The total number of shares to be paid to each independent Director each year shall be determined by the

closing price of a share of such stock on the day of the Annual Meeting at which the election of Directors for such year occurs ("the Valuation Price"), as such Valuation Price is reported for such day in the Wall Street Journal, rounded down to the nearest whole number.

Independent Directors are expected to hold shares with a value of $660,000 or three times the value of the annual retainer.

Independent Directors may elect to receive, in stock, all of the retainer payable in shares of Common Stock.

Beginning in 2024, the shares paid to independent Directors are paid from the pool of shares available pursuant to the 2023 Incentive Plan.

CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

The information required by this item is set forth in the section captioned “Election of Directors” in the Company’s 2023 Proxy Statement is incorporated herein by reference.

The information required by this item is set forth in the section captioned "Director Independence" and “Election of Directors” in the Company’s 2024 Proxy Statement and is incorporated herein by reference.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Our independent registered public accounting firm is KPMG LLP, Albany, NY, Auditor Firm ID:

The information required by this item is set forth in the section captioned “Independent Auditors” in the Company’s 2023 Proxy Statement is incorporated herein by reference.

The information required by this item is included in Item 2, "Ratification of Independent Auditors" in the Company’s 2024 Proxy Statement and is incorporated herein by reference.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)(1) FINANCIAL STATEMENTS

Page Number in Form 10-K

See Item 8 of this Form 10-K setting forth the Report of the Independent Registered Public Accounting Firm (PCAOB ID 185) and our Consolidated Financial Statements.

(a)(2) FINANCIAL STATEMENT SCHEDULES

ALBANY INTERNATIONAL CORP.

AND SUBSIDIARIES

VALUATION AND QUALIFYING ACCOUNTS

(Amounts in thousands)

Balance at beginning of period

Charge to expense

Other (a) Balance at end of the period

Allowance for doubtful accounts

Year ended December 31:

2023 $ 3,984 $ 640 $ 1,566 $ 6,190

2022 3,248 1,408 ( 672 ) 3,984

2021 5,140 ( 1,299 ) ( 593 ) 3,248

Allowance for sales returns

Year ended December 31:

2023 $ 9,070 $ 5,499 $ ( 4,337 ) $ 10,232

2022 9,552 6,130 ( 6,612 ) 9,070

2021 9,668 6,022 ( 6,138 ) 9,552

Valuation allowance deferred tax assets

Year ended December 31:

2023 $ 9,786 $ ( 1,381 ) $ 1,443 $ 9,848

2022 10,659 $ ( 839 ) $ ( 34 ) 9,786

2021 10,270 949 ( 560 ) 10,659

__________________________

(a) Amounts acquired, sold, written off, or recovered, and the effect of changes in currency translation rates, are included in Column D.

Incorporated by Reference

8 unchanged sentences

Specimen Stock Certificate for Class A Common Stock

Credit Agreement

Credit Agreements

10.1 Amendment, dated as of June 23, 2023, to the Amended and Restated Credit Agreement, dated as of October 27, 2020, by and among Albany International Corp., Albany International Holding (Switzerland) AG, Albany International Europe GMBH, Albany International Canada Corp., the other borrowing subsidiaries party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent.

10(k)(xx) $800 million Five-Year Revolving Credit Facility Agreement among Albany International Corp., the other Borrowers named therein, the Lenders Party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, dated as of August 16, 2023.

10(k)(xx) $700 Million Five-Year Revolving Credit Facility Agreement among Albany International Corp., the other Borrowers named therein, the Lenders Party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, dated as of October 27, 2020

14 unchanged sentences

Form of 2011 Multi-Year Performance Bonus Agreement

10(m)(xix) Form of 2021 Multi-year Performance Bonus Agreement

10(l)(viii) Form of Severance Agreement between the Company and certain corporate officers or key executives

Supplemental Executive Retirement Plan, adopted as of January 1, 1994, as amended and restated as of January 1, 2008

2017 Incentive Plan

Incorporated by Reference

3 unchanged sentences

Period Ending

Form of Incentive Award, dated April 1, 2019, between the Company and Stephen M.

Form of Sign on Bonus Agreement, dated November 4,2019, between the Company and Greg Harwell

10(m)(xix) Form of 2021 Multi-year Performance Bonus Agreement

10(m)(xx) Form of Special Incentive Award Agreement

10(l)(viii) Form of Severance Agreement between the Company and certain corporate officers or key executives

Supplemental Executive Retirement Plan, adopted as of January 1, 1994, as amended and restated as of January 1, 2008

2017 Incentive Plan

Form of Retention Bonus Agreement, dated January 21, 2020, between the Company and Stephen M.

10(n)(vi) Form of 2021 Annual Performance Bonus Agreement

2023 Long Term Incentive Plan

Directors’ Annual Retainer Plan, as amended and restated as of February 23, 2018

6 unchanged sentences

10% equity interest in ASC for $28 million

11 Statement of Computation of Earnings per share (provided in Footnote 8 to the Consolidated Financial Statements)

10.3 Employment agreement, dated September 1, 2023, between the Company and Gunnar Kleveland

10.4 Form of Special Incentive Award Agreement

11 Statement of Computation of Earnings per share (provided in Note 8 to the Consolidated Financial Statements)

12/31/23 02/26/24

5 unchanged sentences

12/31/23 02/26/24

Certification of A.

William Higgins required pursuant to Rule 13a-14(a) or Rule 15d-14(a)

Certification of Gunnar Kleveland required pursuant to Rule 13a-14(a) or Rule 15d-14(a)

12/31/23 02/26/24

Certification of Stephen M.

Nolan required pursuant to Rule 13a-14(a) or Rule 15d-14(a)

Certification of Robert D.

Starr required pursuant to Rule 13a-14(a) or Rule 15d-14(a)

12/31/23 02/26/24

Certification of A.

William Higgins and Stephen M.

Nolan required pursuant to Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code

Certification of Gunnar Kleveland and Robert D.

Starr required pursuant to Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code

12/31/23 02/26/24

Incentive Compensation Recovery Policy

12/31/23 02/26/24

The following information from the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2023, formatted in Inline XBRL (Extensive Business Reporting Language), filed herewith:

18 unchanged sentences

ALBANY INTERNATIONAL CORP.

/s/ Stephen M.

Chief Financial Officer and Treasurer

/s/ Robert D.

Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

2 unchanged sentences

February 26, 2024

William Higgins

(Principal Executive Officer)

/s/ Stephen M.

Chief Financial Officer and Treasurer

February 24, 2023

(Principal Financial Officer)

Vice President–Controller

Gunnar Kleveland (Principal Executive Officer)

/s/ Robert D.

Starr Executive Vice President and Chief Financial Officer February 26, 2024

Starr (Principal Financial Officer)

Vice President - Controller and Chief Accounting Officer

February 26, 2024

Elisabeth Indriani (Principal Accounting Officer)

Tedone (Principal Accounting Officer)

Chairman of the Board and Director

1 unchanged sentence

February 26, 2024

Katharine Plourde

February 26, 2024

5 unchanged sentences

February 26, 2024

*By /s/ Stephen M.

* Director February 26, 2024

William Higgins

*By /s/ Robert D.

Attorney-in-fact

ALBANY INTERNATIONAL CORP.

AND SUBSIDIARIES

VALUATION AND QUALIFYING ACCOUNTS

(Dollars in thousands)

Balance at beginning of period

Charge to expense

Other (a) Balance at end of the period

Allowance for doubtful accounts

Year ended December 31:

2022 $ 3,248 $ 1,408 $ ( 672 ) $ 3,984

2021 5,140 ( 1,299 ) ( 593 ) 3,248

2020 (b) 1,719 1,628 1,793 5,140

Allowance for sales returns

Year ended December 31:

2022 $ 9,552 $ 6,130 $ ( 6,612 ) $ 9,070

2021 9,668 6,022 ( 6,138 ) 9,552

2020 11,249 3,199 ( 4,780 ) 9,668

Valuation allowance deferred tax assets

Year ended December 31:

2022 $ 10,659 $ ( 839 ) $ ( 34 ) $ 9,786

2021 10,270 $ 949 $ ( 560 ) 10,659

2020 9,102 391 777 10,270

__________________________

(a) Amounts sold, written off, or recovered, and the effect of changes in currency translation rates, are included in Column D.

2020 includes $ 1.8 million transition adjustment related to the adoption of ASC 326.

(b) Beginning in 2020, Allowance for doubtful accounts includes valuation accounts established for contract assets and noncurrent receivables as a result of the adoption of ASC 326.

See Notes 11 and 12 for details.

CORPORATE INFORMATION

27 unchanged sentences

Notice of Annual Meeting

As part of our company-wide efforts to address the public health risks presented by the novel coronavirus pandemic, we will hold our Annual Meeting virtually this year.

We will again hold our Annual Meeting virtually this year.

The Annual Meeting of the Company’s shareholders will be held virtually on Friday, May 10, 2024 at 9:00 a.m.

5 unchanged sentences

Trademarks and Trade Names

INLINE, KRAFTLINE, PRINTLINE, HYDROCROSS, SEAM HYDROCROSS, HYDROMAX, SEAMPLANE, SEAM KMX, SPRING, VENTABELT EVM, VENTABELT XTS, VENTABELT XTR, TRANSBELT GX, TRANSBELT GXM, SPIRALTOP, AEROPULSE, AEROPOINT, DURASPIRAL, TOPSTAT, SUPRASTAT, PROVANTAGE, PROVANTAGE LC, PACKLINE, PACKTEX, PROLUX, KRAFTEX, FIBRETEX, ULTRA XT, DYNATEX, AEROCLEAN, SPIRALRUN, X-COR, K-COR, NOVALACE, DEXWIN, TWINCONE, FILAWIN, AIRSTRUT, SOFTLINE, and CARBON-24 are all trade names of Albany International Corp.

AEROCLEAN, AEROPOINT, AEROPULSE, AIRSTRUT, ATROBELT, ATROBOND, ATROCROSS, ATROFORTE, ATROJET, ATROLINK, ATROMAXX, ATRONET, ATROPLAN, ATROSPEED, ATROTOP, CARBON-24, DEXWIN, DURAFIX, DURASPIRAL, DYNATEX, FIBRETEX, FILAWIN, HYDROCROSS, HYDROMAX, INLINE, K-COR, KRAFTEX, KRAFTLINE, NOVALACE, PACKLINE, PACKTEX, PRIMOBOND, PRIMOCROSS, PRIMOFLEX, PRIMOPLAN, PRIMOSELECT, PRINTLINE, PROLUX, PROVANTAGE, SEAMPLANE, SECOGLAZE, SECOLINK, SECOPLAN, SOFTLINE, SPIRALRUN, SPIRALTOP, SPRING, SUPRASTAT, TOPSTAT, TRANSBELT, TWINCONE, VENTABELT, WEBDOC, WEBMOVER, and X-COR are all trade names of Albany International Corp.

Directors and Officers

Kailbourne, Chairman

William Higgins

Gunnar Kleveland

Retired – Chairman and Chief Executive Officer,

1 unchanged sentence

Fleet National Bank (New York Region)

Kenneth Krueger 1,3

Former Principal and Analyst, Former Interim President and Chief Executive Officer

4 unchanged sentences

Michael McQuade 2,3

Strategic Advisor to the President, Former President, Southern and Gulf Coast Division,

Strategic Advisor to the President, Former President, Central Division,

Carnegie Mellon University Vulcan Materials Company

President, Specialty Products Group,

Dover Corporation

William Higgins

Retired Chief Executive Officer

Nortek Air Solutions

Albany International Corp.

1 Member, Audit Committee

1 unchanged sentence

3 Member, Governance Committee

William Higgins

Gunnar Kleveland Robert D.

President and Chief Executive Officer

Chief Financial Officer and Treasurer

Executive Vice President and Chief Financial Officer

President – Machine Clothing

President – Engineered Composites

President – Albany Engineered Composites

Alice McCarvill

2 unchanged sentences

and Chief Human Resources Officer

Elisabeth Indriani Joseph M.

Vice President – Controller

Tedone Joseph M.

Vice President – Controller and Chief Accounting Officer

Vice President – General Counsel and Secretary

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures