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Paul Householder

Director at ALAMO GROUP
Board

About Paul D. Householder

Independent director of Alamo Group Inc. (ALG) since February 2024; age 55. Currently President & CEO of Ag Growth International Inc. (AGI), with prior roles at AGI as EVP International, EVP Global Operations, and COO after joining in 2019; previously spent 28 years in global leadership roles at Air Products & Chemicals, Inc. focused on continuous improvement, business development, sales, and engineering . The Board has determined he is independent under NYSE listing standards and ALG’s Corporate Governance Guidelines .

Past Roles

OrganizationRoleTenureCommittees/Impact
Ag Growth International Inc.President & CEO; previously EVP International, EVP Global Operations, COOJoined 2019; CEO currentOperations leadership; strategic planning; change management; Lean Six Sigma; continuous improvement
Air Products & Chemicals, Inc.Various global leadership roles28 yearsContinuous improvement, business development, sales, engineering

External Roles

OrganizationRoleTenureCommittees/Impact
Ag Growth International Inc.DirectorSince Nov 8, 2022Committee roles not disclosed in ALG proxy

Board Governance

  • Committee assignments: Compensation Committee member (not Chair) .
  • 2024 meeting cadence: Compensation (4), Audit (4), Nominating & Corporate Governance (3) .
  • Attendance: 100% Board and committee attendance by all incumbent directors in 2024 (exception only for a December 2024 appointee); Householder joined in February 2024 and is included among incumbents .
  • Independence: all Board committees composed entirely of independent directors ; Board affirms independence status annually .
  • Leadership: Independent Chair of the Board (Richard W. Parod); non‑management directors meet regularly in executive session without management .

Committee Overview (Householder)

CommitteeRole2024 Meetings
Compensation CommitteeMember4
Audit CommitteeNot a member4
Nominating & Corporate GovernanceNot a member3

Fixed Compensation

Director Fee Schedule (2024)

ComponentAmount
Annual director retainer (cash)$80,000
Independent Board Chair additional retainer$80,000
Audit Committee Chair retainer$18,000
Compensation Committee Chair retainer$13,000
Nominating & Corporate Governance Chair retainer$13,000
Meeting feesNot specified; directors reimbursed for reasonable expenses

Paul D. Householder – 2024 Director Compensation

Metric2024
Fees earned (cash)$80,000
Stock awards (grant‑date fair value)$152,758
Total$232,758

Performance Compensation

  • Director equity compensation consists of restricted stock awards; no options reported for directors in 2024 .
  • Grant‑date price used for Householder’s joining grant was $214.32 (February 2024); as of year‑end 2024 he had 774 restricted shares outstanding versus 645 for other directors, reflecting his mid‑year appointment .
  • No performance metrics (e.g., PSUs/TSR) are tied to director compensation; director stock awards are time‑based .
Director Equity DetailValue
Householder grant‑date price (Feb 2024)$214.32
Householder RSAs outstanding (12/31/2024)774
Performance metrics linked to director payNone disclosed

Other Directorships & Interlocks

CompanyRoleSincePotential Interlocks/Notes
Ag Growth International Inc.DirectorNov 8, 2022AGI operates in agricultural equipment end‑markets; ALG disclosed no related party transactions in FY2024

Expertise & Qualifications

  • Thirty years of global manufacturing experience; strong operations focus including strategic planning, change management, global operations, negotiation, Lean Six Sigma, and continuous improvement .
  • Board skills matrix indicates strengths in strategic planning & execution, corporate governance, capital goods manufacturing/supply chain, M&A, and financial expertise coverage across the Board .

Equity Ownership

HolderShares Beneficially Owned% of ClassNotes
Paul D. Householder774<1%* Footnote indicates beneficial ownership includes unvested restricted stock awards that vote (directors)
ALG shares outstanding (Record Date)12,063,468As of Feb 21, 2025

*Less than 1% of class .

Ownership Alignment Policies

  • Stock ownership guideline for outside directors: 5× annual cash retainer; newly appointed directors have 5 years to comply (must hold at least 50% of net shares until target met). All directors have met requirements or are within the transition period as of the record date .
  • Prohibition on hedging/pledging of ALG stock by directors and executive officers .

Shareholder Voting Signals

Director Election – Householder

YearForAgainstAbstainBroker Non‑Votes
202411,054,229 9,391 4,795 348,100
202510,786,495 13,987 8,110 535,608

Say‑on‑Pay Outcomes (Context for Governance)

YearForAgainstAbstainOutcome
202410,916,690 144,255 7,470 Approved; ~99% in favor noted in proxy
202510,533,729 217,997 56,866 Approved

Governance Assessment

  • Independence and committee structure: Householder serves on an all‑independent Compensation Committee; committees are fully independent, with regular executive sessions led by independent chairs—supports robust oversight .
  • Attendance and engagement: 100% attendance reported for all incumbent directors in 2024—positive engagement signal .
  • Strong shareholder support: Householder received decisive election support in both 2024 and 2025; company’s say‑on‑pay also passed with high approval (~99% in 2024 and strong support in 2025), indicating broad investor confidence in governance and pay design .
  • Ownership alignment: Director ownership guidelines (5× retainer) with a 5‑year compliance window for new appointees; hedging/pledging prohibited—reduces misalignment risk .
  • Conflicts monitoring: ALG reports no related party transactions in FY2024; while Householder is AGI’s CEO and a director there, ALG’s policy and disclosure mitigate near‑term related‑party risk; monitor for supplier/customer overlaps over time .
  • Pay governance infrastructure: Independent compensation consultant (Pay Governance) engaged; Board assessed consultant independence and found no conflicts; peer group benchmarking updated in 2024 (added Barnes Group, Franklin Electric, Watts Water Technologies, Helios Technologies, REV Group, Kadant; removed Altra Industrial Motion post‑acquisition)—supports market‑aligned pay decisions .

Related Party Transactions

  • No related party transactions reported for FY2024; a 2025 consulting agreement disclosed for a retiring executive (non‑director) with modest monthly compensation; Board/Audit Committee policy governs review/approval of such matters .

Notes on Insider Trades

  • Form 4 transaction data was not accessible via the insider‑trades skill during this review; current positions and ownership are based on the latest definitive proxy beneficial ownership table. No pledging/hedging is permitted under ALG policy .