Kathryn Bohl - Lead Independent Director | COLUMBUS MCKINNON (CMCO) Executive Profile & Compensation

About Kathryn V. Bohl

Kathryn V. Bohl, age 64, has served on Columbus McKinnon’s Board since October 2017 and was elected Lead Independent Director effective April 1, 2023. She is a former EVP, Chief Services and Fulfillment Officer at Sleep Number and previously held leadership roles at GE; she holds a B.S. in Mechanical Engineering from Michigan State University. Her core credentials include international supply chain expertise, strategy, risk management, and recognized corporate governance leadership (e.g., NACD Directorship 100).

Past Roles

Organization	Role	Tenure	Committees/Impact
Sleep Number Corporation	EVP, Chief Services & Fulfillment; earlier EVP, Products & Services; SVP, Global Supply Chain Officer	Through 2016	Led service, product and supply-chain operations at scale
General Electric (GE)	Various VP/GM operating roles across B2B businesses (incl. GE Healthcare, GE Information Services)	22 years	Global operations and compliance experience
International Sleep Products Association	Executive Board Vice Chair and Chair	2013–2015	Industry leadership; sector insights

External Roles

Organization	Role	Since	Committees/Notes
Generac Holdings, Inc. (NYSE: GNRC)	Director	2016	Public company directorship; committee roles not disclosed in CMCO proxy
Women Corporate Directors (Minnesota Chapter)	Executive Co-Chair	N/A	Governance network role

Board Governance

Independence: The Board determined all current members other than the CEO are independent; Bohl is an independent director and Lead Independent Director.
Committee assignments: Member, Human Capital, Compensation & Succession (HCCS) Committee; Member, Corporate Governance & Nomination Committee; previously Chair, Corporate Governance & Nomination Committee, and Audit Committee member prior to Apr 1, 2023.
Executive sessions: Independent directors meet in executive session; independent Board Chair presides.
Attendance: In FY 2025, the Board held 6 meetings; each director attended at least 75% of Board and committee meetings and attended the 2024 Annual Meeting.

Governance Attribute	FY 2025 Detail	Citation
Lead Independent Director	Yes (effective Apr 1, 2023)
Committees	HCCS; Corporate Governance & Nomination
Prior Chair role	Corporate Governance & Nomination (prior to Apr 1, 2023)
Independence status	Independent (Nasdaq rules)
Board meetings held	6
Attendance	≥75% for each director; attended 2024 Annual Meeting

Fixed Compensation

Component (Non-Employee Director, FY 2025)	Amount	Notes
Annual cash retainer	$90,000	Standard director cash retainer
Lead Independent Director fee	$45,000	Additional cash fee for Lead role
Committee chair fees	$20,000 (per chair)	Not applicable to Bohl in FY 2025 (not chair)
Meeting fees	$0	No additional fees for meeting attendance

FY 2025 cash paid to Bohl: $135,000 (comprised of $90,000 retainer + $45,000 Lead Independent Director fee).

Performance Compensation

Directors receive annual equity grants designed to align with shareholder interests; these are not tied to performance metrics (no PSUs for directors; executive PSU metrics are separate).

Equity Element (FY 2025)	Grant	Vesting	Deferred/Unvested	Notes
Annual equity grant	3,514 shares of common stock	Immediate vesting by program design	Bohl elected to defer 100% of the 3,514 shares ($130,018 grant-date value)	Deferred stock distributed upon separation, death, disability, or change in control per 2016 LTIP

No director options or performance-conditioned equity disclosed; director equity is time-based common stock with optional deferral into RSUs.

Other Directorships & Interlocks

Company	Type	Interlock/Committee Considerations
Generac Holdings, Inc. (GNRC)	Current public company board	No CMCO compensation committee interlocks or insider participation issues in FY 2025; HCCS Committee members are independent and had no Item 404 relationships.
Related party transactions	N/A	No related or affiliated third-party transactions required to be disclosed for FY 2025.

Expertise & Qualifications

Supply chain and global operations leadership (Sleep Number; GE).
Strategy, risk management, regulatory compliance, and technology development experience.
Recognized governance leader (NACD Directorship 100; Outstanding Directors honors).

Equity Ownership

Holder	Shares Beneficially Owned	Deferred Stock (not included in beneficial count)	% of Outstanding Shares	Notes
Kathryn V. Bohl	14,812	11,001	~0.052% (14,812 / 28,669,644)	Shares outstanding 28,669,644 as of May 27, 2025

Stock ownership guidelines: Directors must beneficially own 5x annual cash retainer within 5 years; all directors were in compliance as of March 31, 2025. Deferred stock counts toward guideline compliance.
Anti-hedging/pledging: Directors are prohibited from hedging, short sales, derivative transactions, holding in margin accounts, or pledging CMCO securities.

Governance Assessment

Board effectiveness and independence: Bohl’s Lead Independent Director role plus service on HCCS and Governance committees enhances oversight of pay, succession, ESG and board refreshment; independence affirmed under Nasdaq rules.
Alignment and engagement: She deferred her entire FY 2025 equity award, increasing long-term exposure; she meets director ownership guideline compliance along with peers; attendance requirements met.
Compensation structure signals: Director pay is balanced (cash + equity), no meeting fees, and robust policies on clawbacks (for executives), anti-hedging/pledging, and no option repricing — supportive of investor confidence.
Conflicts and related-party risk: No related party transactions disclosed for FY 2025; no compensation committee interlocks or insider participation concerns — low conflict risk.

RED FLAGS: None identified in proxy disclosures for FY 2025 (no hedging/pledging, no related-party transactions, independence maintained, attendance threshold met).