Edward Rizzuti

About Edward Rizzuti

Edward T. Rizzuti, 55, is Executive Vice President, Corporate Development & Investor Relations and Secretary at Alamo Group Inc. (ALG). He joined ALG in 2015 as VP & General Counsel, became Secretary in 2018, was promoted to EVP in 2021, named Chief Legal Officer in April 2024, and transitioned to his current role in January 2025 while maintaining oversight of the CLO function . In 2024, ALG delivered approximately $1.6 billion in net sales, EPS of $9.63, net income of $115.9 million, and EBITDA of $221 million, providing a constructive backdrop for incentive outcomes and performance equity (PSUs for the 2022–2024 cycle paid at 95% of target) . For 2024, pay-versus-performance disclosure shows company TSR (value of $100 investment) at 151.71, with net income of $115.9 million and pre-tax income of $149.6 million .

Past Roles

External Roles

• No other public-company board roles disclosed for Mr. Rizzuti in reviewed ALG filings (executive officer biographies and proxy executive sections) .

Fixed Compensation

• Base salary rate progression (annualized): | NEO Name | FY 2023 Annual Base Salary ($) | FY 2024 Annual Base Salary ($) | |---|---:|---:| | Edward T. Rizzuti | 435,000 | 460,000 |

• Summary Compensation Table (actual salary paid by year): | Year | Salary ($) | Non-Equity Incentive Plan Compensation ($) | Stock Awards ($) | Change of Pension Value ($) | All Other Compensation ($) | Total ($) | |---|---:|---:|---:|---:|---:|---:| | 2022 | 410,000 | 218,940 | 360,824 | — | 3,599 | 993,363 | | 2023 | 430,192 | 392,968 | 440,634 | 124,817 | 8,669 | 1,397,280 | | 2024 | 455,192 | 236,504 | 486,078 | 47,853 | 9,528 | 1,235,155 |

Performance Compensation

• 2024 Annual Cash Incentive (EIP) metrics and outcome (formulaic components): | Metric | Payout % | 2024 EIP Payout ($) | |---|---:|---:| | Company Adjusted Pre-Tax Income | 13% | 236,504 | | Industrial Equipment Division EBIT | 30% | 236,504 | | Sweeper & Safety Group EBIT | 27% | 236,504 | | Sweeper & Safety Group Sales Growth | 0% | 236,504 | | Sweeper & Safety Group Return on Net Assets | 14% | 236,504 | | Sweeper & Safety Group Recordable Injury Rate | 10% | 236,504 |

Notes: 2024 EIP was based on objective components; Committee applied adjustments to pre-tax income (e.g., $3.6M Gradall strike, $6.1M Vegetation Mgmt actions) and capped component payouts; maximum EIP opportunity is 200% of target .

• 2024 Long-Term Incentive Grants (granted Feb 25, 2024): | Instrument | Grant Date | Shares/Target (#) | Grant-Date Fair Value ($) | |---|---|---:|---:| | RSAs | 2/25/2024 | 1,194 | 243,039 | | PSUs (Target) | 2/25/2024 | 1,194 | 243,039 |

• PSU performance (2022–2024 cycle): | PSU Cycle | Target Shares (#) | Earned Shares (#) | Payout vs Target | |---|---:|---:|---:| | 2022–2024 | 1,308 | 1,243 | 95% |

Equity Ownership & Alignment

• Beneficial ownership (as of Feb 21, 2025): | Holder | Shares Beneficially Owned (#) | Percent of Class | Included RSAs (#) | Options Available for Exercise (#) | |---|---:|---|---:|---:| | Edward T. Rizzuti | 10,489 | <1% | 1,194 | 1,175 |

• 2024 equity activity realized: | Activity (2024) | Quantity (#) | Value ($) | |---|---:|---:| | Options exercised | 1,825 | 246,080 | | Stock awards vested | 3,753 | 741,997 |

• Hedging and pledging: ALG prohibits directors and executive officers from pledging company stock or entering into hedging transactions; an insider trading policy is in place .

• Stock ownership guidelines (executives): CEO 5x salary; Division EVPs & CFO 2.5x; Other Company EVPs 2x; executives must retain 50% of net shares until compliant. As of the 2024 record date, all NEOs and Directors (except the newest Director) met the guidelines .

• Termination/vesting sensitivity (values at 12/31/2024 close $185.91): | Scenario | RSA/PSU Vesting ($) | RSA/PSU Forfeit ($) | |---|---:|---:| | Death or Disability (Vesting) | 682,665 | — | | Change in Control – Immediate Vesting | 226,442 | — | | For Cause | — | 907,984 | | Any other involuntary/voluntary (without cause) | — | 907,984 |

• SERP (Supplemental Executive Retirement Plan): | Item | Value | |---|---| | Credited service years | 9 | | Present value of accumulated benefit ($) | 495,573 | | Vesting status at 12/31/2024 | Not yet vested; becomes fully vested upon 10 years credited service (expected July 15, 2025) | | Change-in-control immediate vesting ($) | 1,235,835 | | Payout form | Lump sum within 90 days upon death/CIC; otherwise monthly over 15 years for disability/retirement/other termination |

Employment Terms

• Employment agreements: None; NEOs serve at the discretion of the Board and are appointed annually .
• Change-in-control (CIC) agreements: Double-trigger (termination within 6 months before or 24 months after a CIC for reasons other than cause/death/disability or resignation for good reason). Severance equals base salary + target bonus, multiplied by severance factor (Rizzuti factor = 2). Time-based equity (RSAs/options) accelerates; PSUs excluded. Health benefits reimbursed for 18 months. 280G excise-tax cutback applies (no gross-up) .
• CIC payout illustration (values as of 12/31/2024): | Component | Amount ($) | |---|---:| | Severance Payment | 1,426,000 | | Accelerated Equity Value | 682,665 | | Health Benefits | 20,785 | | Aggregate Payments | 2,129,450 |

Performance & Company Context

• Company performance snapshot (FY 2024): | Metric | 2024 | |---|---:| | Net Sales | ~$1.6 billion | | EPS (diluted) | $9.63 | | Net Income | $115.9 million | | EBITDA | $221 million |

• Pay vs Performance context (Company-level): | Year | Company TSR (Value of $100) | Net Income ($) | Pre-tax Income ($) | |---|---:|---:|---:| | 2022 | 114.36 | 101,928,308 | 134,309,914 | | 2023 | 170.62 | 136,160,827 | 175,119,847 | | 2024 | 151.71 | 115,930,307 | 149,627,962 |

Compensation Structure Analysis

• Cash vs equity mix: For 2024, Rizzuti’s SCT total of $1.24M comprised salary $455k, non-equity incentive $237k, and stock awards $486k—showing balanced cash/equity with sizable at-risk equity and incentive components .
• Shift toward performance equity: PSUs have been in place since 2020; for the 2022–2024 cycle, PSUs paid at 95% of target, indicating pay outcomes responsive to multi-year operating income growth and ROIC .
• Target vs actual incentives: 2024 EIP used objective metrics across company/division levels; Rizzuti’s component payouts ranged from 0% (sales growth) to 30% (division EBIT), with total EIP payout of $236,504 .
• No employment contract; CIC protection with factor 2 and excise-tax cutback reduces windfall risk (no gross-up) while still providing transaction security .

Investment Implications

• Alignment: Prohibition on hedging/pledging, stock ownership guidelines (EVPs 2.0–2.5x salary), and meaningful equity mix (RSAs and PSUs) support alignment; 2022–2024 PSUs paying at 95% demonstrates performance linkage .
• Retention catalysts: Near-term SERP vesting (July 15, 2025) and outstanding RSAs/PSUs create retention hooks; CIC double-trigger with factor 2 is protective but not excessive, with 280G cutback risk containment .
• Selling pressure watchlist: 2024 shows option exercise (1,825 options; $246k realized) and stock vesting (3,753 shares; $742k realized), suggesting periodic liquidity events around vesting/exercise windows; monitor Form 4s near grant anniversaries and PSU vest dates (2024–2026 cycle ends 12/31/2026) for supply signals .
• Execution risk: 2024 EIP outcomes show mixed divisional performance (e.g., 0% sales growth component) offset by EBIT/safety/ROA components; continued improvement in divisional KPIs will be important for future incentive outcomes and sentiment .
• Company backdrop: 2024 profitability and cash generation remained solid despite Vegetation Management headwinds (double-digit operating margin; inventory down 9% YoY); supports constructive incentive environment but cyclicality in divisions warrants ongoing monitoring .