Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management has established and maintains disclosure controls and procedures that are designed to ensure that the information required to be disclosed by us in reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Management carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of December 31, 2024, the Company's disclosure controls and procedures were effective.
Management's Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as such term is defined in Exchange Act Rule 13a-15(f) and 15d-15(f) under the Exchange Act). The Company's internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, management carried out an evaluation of the effectiveness of the Company's internal control over financial reporting as of December 31, 2024, based on the framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control—Integrated Framework (2013). Based on that evaluation, management concluded that the Company's internal control over financial reporting was effective as of December 31, 2024.
The effectiveness of our internal control over financial reporting as of December 31, 2024 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, which is set forth in Part II, Item 8 of this Annual Report on Form 10-K.
Changes in Internal Control over Financial Reporting
We are currently undertaking a significant multi-year ERP implementation to upgrade our information technology platforms and business processes. The implementation is occurring in phases over several years, which began in 2023. During 2023, we implemented the human capital resources management module, including the payroll application for all locations within the United States, the ERP at Corporate and one manufacturing site and the consolidations and reporting module. During the second quarter of 2024, we implemented the ERP at two additional manufacturing sites.
As a result of this multi-year implementation, we expect certain changes to our processes and procedures, which, in turn, will result in changes to our internal control over financial reporting. While we expect this implementation to strengthen our internal control over financial reporting by automating certain manual processes and standardizing business processes and reporting across our organization, we will continue to evaluate and monitor our internal control over financial reporting as processes and procedures in the affected areas evolve.
With the exception of the implementations described above, there have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the three month period ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
Disclosure provided pursuant to Item 5.02 of Form 8-K. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers .
On February 26, 2025, the Company announced that Robert G. Putney has been appointed as Vice President, Chief Accounting Officer and Business Development and principal accounting officer of the Company, effective February 21, 2025 (the "Effective Date"). In connection with Mr. Putney's appointment, as of the Effective Date, Mr. Brian Harris will step down from his role as the
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Company's principal accounting officer and will continue to serve as the Company's Chief Financial Officer and principal financial officer.
Mr. Putney, age 36, has served as the Company's Vice President, Business Development since September 2024 and previously served as the Company's Senior Director, Assistant Corporate Controller from November 2022 to August 2024 and Director, Assistant Corporate Controller from September 2020 to October 2022. Prior to joining the Company, Mr. Putney held a variety of roles with increasing responsibility at The Hertz Corporation, a publicly traded worldwide vehicle rental company, from 2015 to 2020, including most recently Corporate Accounting and Global Consolidations Manager. Prior to joining The Hertz Corporation, Mr. Putney held positions in various capacities at Unum Group, a publicly traded international provider of workplace benefits and services.
Mr. Putney does not have any family relationships with any of the Company's directors or executive officers and is not party to any transactions with the Company that are reportable under Item 404(a) of Regulation S-K. There are no arrangements or understandings between Mr. Putney and any other persons pursuant to which he was selected as an officer.
Mr. Putney will receive an annual base salary of $245,000, subject to annual review by the Compensation Committee of the Board of Directors of the Company, and will be eligible to earn an annual cash bonus with a target award equal to 40% of his base salary (prorated for 2025), with an opportunity to earn up to 200% of the target award, based on achievement of company goals. In addition, in connection with his appointment, Mr. Putney will receive an annual long-term incentive award with an aggregate grant date value equal to approximately $49,000, prorated for 2025 service, consisting of time-based restricted stock units (RSUs) and performance stock units (PSUs).
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by this Item 10, other than the information regarding the Code of Conduct and Ethics and Insider Trading Policy set forth below, is incorporated by reference to the sections entitled "Board of Directors," "Executive Officers," "Corporate Governance, the Board and its Committees," "Delinquent Section 16(a) Reports" and "Report of the Audit Committee" in our Proxy Statement for the 2025 Annual Meeting of Shareholders (the "Proxy Statement").
Our Board of Directors has approved a Code of Conduct and Ethics that applies to our employees, directors and officers (including our principal executive officer, principal financial officer and principal accounting officer). The Code of Conduct and Ethics is available on our website at https://ir.astecindustries.com/esg/governance-documents/ and will be made available in print without charge to any shareholder who requests it. We intend to satisfy any disclosure requirements under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of this Code of Conduct and Ethics by posting such information on our website at the address specified above.
We have an Insider Trading Policy (the "Policy") governing the purchase, sale and other dispositions of our securities that applies to all of our personnel, including directors, officers and employees and other covered persons, as well as the Company itself. The Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, as well as applicable listing standards. A copy of the Policy is filed as Exhibit 19 to this report.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item 11 is incorporated by reference to the sections entitled "Compensation Discussion and Analysis," "Executive Compensation," "Director Compensation" and "Compensation Committee Report" in our Proxy Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS
The information required by this Item 12 is incorporated by reference to the sections entitled "Stock Ownership of Certain Beneficial Owners and Management" and "Equity Compensation Plan Information" in our Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this Item 13 is incorporated by reference to the section entitled "Corporate Governance, the Board and its Committees" in our Proxy Statement.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this Item 14 is incorporated by reference to the section entitled "Audit Matters" in our Proxy Statement.
Our independent registered public accounting firm is Deloitte & Touche LLP , Nashville, Tennessee , PCAOB Auditor Firm ID: 34
Deloitte & Touche LLP was appointed on March 2, 2023 as our independent registered public accounting firm for the 2023 and 2024 financial statements. Our predecessor auditor was KPMG LLP , Atlanta, Georgia , PCAOB Auditor Firm ID: 185 .
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PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)(1) The following financial statements and the other information listed below appear in Part II, Item 8. Financial Statements and Supplementary Data to this Report and are filed as a part hereof:
• Reports of Independent Registered Public Accounting Firms
• Consolidated Balance Sheets as of December 31, 2024 and 2023
• Consolidated Statements of Operations for the Years Ended December 31, 2024, 2023 and 2022
• Consolidated Statements of Comprehensive (Loss) Income for the Years Ended December 31, 2024, 2023 and 2022
• Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, 2023 and 2022
• Consolidated Statements of Equity for the Years Ended December 31, 2024, 2023 and 2022
• Notes to Consolidated Financial Statements
(a)(2) Financial Statement Schedules are not filed with this Report because the Schedules are either inapplicable or the required information is presented in the Consolidated Financial Statements or Notes thereto.
(a)(3) The following Exhibits are incorporated by reference into or are filed with this Report:
Incorporated by Reference
Exhibit Number Exhibit Description Filed Herewith Form Period Ended Filing Date
3.1 Amended and Restated Charter of the Company
10-Q 9/30/2011 11/9/2011
3.2 Amended and Restated Bylaws of the Company
8-K 12/21/2022 12/27/2022
4.1 Description of the Registrant's securities registered pursuant to Section 12 of the Securities Exchange Act of 1934
10-K 12/31/2022 3/1/2023
10.1 Credit Agreement, dated as of December 19, 2022, between Astec Industries, Inc. and Certain of its Subsidiaries and Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto
8-K 12/19/2022 12/20/2022
10.2 Astec Industries, Inc. 2011 Incentive Plan*
DEF 14A 3/4/2011
10.3 Astec Industries, Inc. 2021 Equity Incentive Plan*
DEF 14A 3/18/2021
10.4 Astec Industries, Inc. Executive and Key Employee Severance Plan, effective January 1, 2025*
8-K 12/18/2024 12/19/2024
10.5 Trust under Astec Industries, Inc. Supplemental Retirement Plan, dated January 1, 1996*
10-K 12/31/1995 3/15/1996
10.6 Astec Industries, Inc. Supplemental Executive Retirement Plan, as amended and restated through January 1, 2009*
10-K 12/31/2008 2/27/2009
10.7 Astec Industries, Inc. Amended and Restated Non-Employee Directors Compensation Plan, original effective April 23, 1998 with amended and restated provisions effective April 29, 2016*
10-K 12/31/2016 3/1/2017
10.8 Astec Industries, Inc. Deferred Compensation Plan effective January 1, 2021*
10-Q 3/31/2021 5/6/2021
10.9 Form of Restricted Stock Unit Award Certificate under the Astec Industries, Inc. 2021 Equity Incentive Plan*
10-Q 3/31/2021 5/6/2021
10.10 Form of Performance-Based Restricted Stock Unit Award Certificate under the Astec Industries, Inc. 2021 Equity Incentive Plan*
10-Q 3/31/2021 5/6/2021
10.11 Form of Restricted Stock Unit Award Certificate under the Astec Industries, Inc. 2021 Equity Incentive Plan - Director Awards*
10-K 12/31/2023 2/28/24
19 Insider Trading Policy*
X
21 Subsidiaries of the Registrant
X
23.1 Consent of Independent Registered Public Accounting Firm
X
23.2 Consent of Independent Registered Public Accounting Firm
X
31.1 Certification of Chief Executive Officer of Astec Industries, Inc. pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act Of 2002
X
31.2 Certification of Chief Financial Officer of Astec Industries, Inc. pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act Of 2002
X
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32.1 Certification of Chief Executive Officer of Astec Industries, Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
X
32.2 Certification of Chief Financial Officer of Astec Industries, Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002
X
97 Compensation Recoupment Policy*
10-K 12/31/2023 2/28/24
101.INS XBRL Instance Document X
101.SCH XBRL Taxonomy Extension Schema Document X
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document X
101.DEF XBRL Taxonomy Extension Definition Linkbase Document X
101.LAB XBRL Taxonomy Extension Label Linkbase Document X
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document X
104 Cover page from the Company's Annual Report on Form 10-K for the year ended December 31, 2024, formatted in iXBRL (included in Exhibit 101).
X
*Management contract or compensatory plan or arrangement
ITEM 16. FORM 10-K SUMMARY
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Astec Industries, Inc. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: February 26, 2025
ASTEC INDUSTRIES, INC.
(Registrant)
/s/ Jaco van der Merwe
Jaco van der Merwe, President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:
SIGNATURE TITLE DATE
/s/ Jaco van der Merwe President and Chief Executive Officer and Director February 26, 2025
Jaco van der Merwe (Principal Executive Officer)
/s/ Brian J. Harris Chief Financial Officer February 26, 2025
Brian J. Harris (Principal Financial Officer)
/s/ Robert G. Putney Vice President, Chief Accounting Officer and Business Development February 26, 2025
Robert G. Putney (Principal Accounting Officer)
/s/ William D. Gehl Director and Chairman of the Board February 26, 2025
William D. Gehl
/s/ Tracey H. Cook Director February 26, 2025
Tracey H. Cook
/s/ Mark J. Gliebe Director February 26, 2025
Mark J. Gliebe
/s/ Mary L. Howell Director February 26, 2025
Mary L. Howell
/s/ Jeffrey T. Jackson Director February 26, 2025
Jeffrey T. Jackson
/s/ Nalin Jain Director February 26, 2025
Nalin Jain
/s/ Linda I. Knoll Director February 26, 2025
Linda I. Knoll
/s/ Patrick S. Shannon Director February 26, 2025
Patrick S. Shannon
/s/ James Winford Director February 26, 2025
James Winford
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