What changed in this filing

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Item 9A. Controls and Procedures

2025-02-26 compared with 2024-02-26 · 54 added, 54 removed, 264 unchanged (29% 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, 2024 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, 2024.

2 unchanged sentences

Management of the Company has evaluated the changes in the Company's internal controls over financial reporting during 2024.

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.

Except for including the Heimbach business in our assessment of the effectiveness of the Company's internal controls over financial reporting, there were no changes in our internal control over financial reporting during our fourth fiscal quarter of 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

/s/ Gunnar Kleveland

10 unchanged sentences

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.

During the three months ended December 31, 2024, none of the members 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.

Board of Director's authorize increase in share buy-back program

On February 21, 2025, the Company's Board of Directors authorized the Company to repurchase shares up to $250 million (excluding any fees, commissions, taxes or other expenses related to such purchases), which replaces the 2021 authorization.

The purchases may be made through open market purchases, privately negotiated transactions or otherwise.

The program does not obligate the Company to acquire any particular amount of common stock, and it may be suspended or terminated at any time at the Company's discretion.

The share repurchase program does not have an expiration date.

The timing and amount of any share repurchases will be based on the Company’s liquidity, general business and market conditions, debt covenant restrictions and other factors, including alternative investment opportunities and capital structure.

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 2025 Proxy Statement (“Proxy Statement”) to be filed with the SEC within 120 days after December 31, 2024 in connection with the solicitation of proxies for the Company’s 2025 annual meeting of shareholders.

14 unchanged sentences

h) Audit Committee Financial Expert.

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

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

i) Code of Ethics .

5 unchanged sentences

Any waiver of any provision of the Code of Ethics will be disclosed by the filing of a Form 8-K.

j) Insider Trading Policy .

The Company has adopted an insider trading policy governing the purchase, sale, and/or other dispositions of its securities by our directors, officers and employees that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the exchange listing standards applicable to the Company.

A copy of our Insider Trading Policy is filed as Exhibit 19.

It is the Company’s policy to comply with all applicable securities and state laws (including appropriate approvals by the Company’s board of directors or appropriate committee, if required) when engaging in transactions in the Company’s securities.

EXECUTIVE COMPENSATION

14 unchanged sentences

_______________________

(1) Does not include 33,051, 40,806, and 119,736 shares that may be issued pursuant to 2021, 2022 and 2023, respectively, performance incentive awards granted to certain executive officers pursuant to the 2017 Incentive Plan.

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 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.

(1) Does not include 30,956, 82,379, and 85,871 shares that have been granted and may be issued pursuant to 2022, 2023 and 2024, respectively, performance incentive awards granted to certain executive officers pursuant to either the 2017 Incentive Plan or the 2023 Incentive Plan.

Nor does it include 4,557 shares that will be issued pursuant to non-employee director restricted stock units issued pursuant to the 2023 Incentive Plan (see footnote 5 below).

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

The ultimate number of shares actually issued pursuant to such awards may be higher or lower depending upon, among other things, forfeitures, cancellation, or, in the particular case of performance share unit awards, actual performance as measured against the performance award target goals.

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

This includes the Common Stock that remained available for issuance under the 2017 Incentive Plan but which are now issuable under the 2023 Incentive Plan (see footnote 4 below).

(3) 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.

Shares of Common Stock covered by awards granted under the 2017 Incentive Plan through 2023 are counted as used to the extent the awards are actually earned and settled in shares, including shares withheld to satisfy participant personal income tax requirements.

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.

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.

(4) The 2023 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.

However, the 2023 Incentive Plan expressly provides that any shares remaining available for issuance under the 2017 Incentive Plan would be available for issuance under the 2023 Incentive Plan, in addition to the 1,000,000 shares authorized by shareholders with the approval of the 2023 Incentive Plan.

Shares of Common Stock covered by awards granted under the 2023 Incentive Plan are counted as used to the extent the awards are actually earned and settled in shares, including shares withheld to satisfy participant personal income tax requirements.

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 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.

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.

1 unchanged sentence

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

In addition, beginning in 2024 Directors can elect to defer receipt of all or a portion of such shares until a future date, in which case they are granted a non-employee director restricted stock unit award, awarding restricted stock units in a number equal to the number of shares deferred.

CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

12 unchanged sentences

(Amounts in thousands)

Balance at beginning of period

Column A Column B

Description Balance at beginning of period

Charge to expense

18 unchanged sentences

Incorporated by Reference

Exhibit Number

Exhibit Description

2 unchanged sentences

Amended and Restated Certificate of Incorporation of Company

Bylaws of Company

3.1 Albany International Corp.

By Laws, effective as of September 20, 2024.

4.1 Description of the Company's securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended.

2 unchanged sentences

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.

10.1 First Amendment to Amended and Restated Credit Agreement, dated as of June 28, 2024, between Albany International Corp.

and JPMorgan Chase Bank, N.A., as Administrative Agent.

10-Q 6/30/24 08/06/24

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.

8 unchanged sentences

10(l)(xv) Form of 2021 Restricted Stock Unit Award Agreement

10(l)(xvi) Form of 2024 Restricted Stock Unit Award Agreement

10(l)(xvii) Form of 2024 Non-Employee Director Restricted Stock Unit Award Agreement

Stock Options

2 unchanged sentences

Executive Compensation

2011 Incentive Plan

Form of 2011 Annual Performance Bonus Agreement

Form of 2011 Multi-Year Performance Bonus Agreement

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

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

Incorporated by Reference

Exhibit Number

Exhibit Description

1 unchanged sentence

Period Ending

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

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

10(m)(xxi) Form of 2024 Multi-Year Performance Bonus Agreement

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

1 unchanged sentence

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

10(n)(viii) Form of 2024 Annual Performance Bonus Award Agreement

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

2 unchanged sentences

Form of Indemnification Agreement

Employment agreement, dated January 21, 2020, between the Company and A.

William Higgins

10(u)(ix) Mutual Separation Agreement, dated August 7, 2024, between the Company and Gregory Harwell

10-Q 9/30/24 10/30/24

10.2 Amended and restated LLC operating agreement by and between Albany Engineered Composites and Safran Aerospace Composites, Inc.

2 unchanged sentences

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)

19 Insider Trading Policy

12/31/24 02/26/25

35 unchanged sentences

ALBANY INTERNATIONAL CORP.

/s/ Robert D.

By /s/ Robert D.

Executive Vice President and Chief Financial Officer

16 unchanged sentences

February 26, 2025

February 26, 2024

Michael McQuade

2 unchanged sentences

* Director February 26, 2025

William Higgins

*By /s/ Robert D.

36 unchanged sentences

The Company maintains affirmative action programs to implement its EEO policy.

Trademarks and Trade Names

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

Scannell, Chairman 2

Gunnar Kleveland

Retired – Chairman and Chief Executive Officer,

Retired – Chief Executive Officer,

President and Chief Executive Officer

Fleet National Bank (New York Region)

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

1 unchanged sentence

Manitowoc Company Inc.

Chief Financial Officer, Retired Chief Executive Officer,

Micron Technology Moog Inc.

Michael McQuade 2,3

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

Carnegie Mellon University Vulcan Materials Company

William Higgins

Retired Chief Executive Officer

Nortek Air Solutions

Albany International Corp.

Chief Financial Officer, Director, the Belfer Center for Science and International Affairs

Micron Technology, Inc.

Harvard University Kennedy School of Government

Former President, Central Division,

Vulcan Materials Company Nortek Air Solutions

Vice President, CFO & Treasurer

1 Member, Audit Committee

4 unchanged sentences

Executive Vice President and Chief Financial Officer

Christopher Stone

President – Machine Clothing

President – Albany Engineered Composites

Alice McCarvill

Executive Vice President - Human Resources

Suzanne Purdum

Chief Human Resources Officer

Senior Vice President and Chief Technology Officer

and Chief Human Resources Officer

Tedone Joseph M.

Vice President – Controller and Chief Accounting Officer

Vice President – General Counsel and Secretary

Senior 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