Amy Davis

About Amy Davis

Amy R. Davis (age 56) has served as an independent director of The Manitowoc Company, Inc. since 2021. She is Vice President and President of Accelera by Cummins and the Cummins Components Segment (≈$13B revenue), with prior roles as VP of Cummins Filtration (2015–2020) and President of the Cummins Northeast distributor (2010–2015). Her background spans global operations, manufacturing, finance, technology, and market development, aligning well with MTW’s industrial profile .

Past Roles

External Roles

Board Governance

• Committee assignments: Compensation Committee member; Audit Committee member .
• Independence: Board determined Davis is independent; independence assessed under NYSE standards and MTW criteria .
• Supplier interlock consideration: MTW paid Cummins ≈$25.2M in 2024 (≈0.074% of Cummins net revenues), all arms’ length and Audit Committee–approved; the Board maintained Davis’s independent status. In 2023, payments were ≈$27.4M (≈0.08%) .
• Attendance and engagement: Board met 6 times in 2024; all current members attended ≥75% of Board and committee meetings. Audit Committee met 5 times; Compensation Committee met 6 times .
• Governance practices: Separate Chair/CEO, majority voting, independent executive sessions, mandatory retirement age, published charters and guidelines, Director stock ownership guidelines, insider trading policy applicable to directors .

Fixed Compensation

Performance Compensation

• Director equity is delivered as stock grants; 2024 grants vested immediately upon grant and were not restricted; no options granted; no director meeting fees. MTW does not use performance-vested PSUs or options for non-employee directors’ annual grants .
• Dividend policy and vesting safeguards exist in the omnibus plan for equity awards; minimum vesting rules apply generally, and awards are subject to clawback under MTW’s Compensation Recovery Policy; the annual director stock grant practice in 2024 utilized unrestricted stock .

Other Directorships & Interlocks

Expertise & Qualifications

• Skills matrix indicates Board service, finance/accounting, manufacturing, global experience, business development/strategy, sales/marketing, and technology expertise .

Equity Ownership

• Director ownership guidelines: Each non-employee director should hold MTW stock equal to 5× annual cash retainer; measurement begins at the first Board meeting in the sixth full calendar year after election. As of Dec 31, 2024, directors were in compliance or projected to be compliant. The Deferred Compensation Plan permits deferral of cash/equity to meet guidelines; Davis did not defer her 2024 stock grant (Belec, Cooney, Gwillim deferred) .

Governance Assessment

• Strengths: Independent status despite supplier interlock; robust governance (separate Chair/CEO, independent executive sessions, clawback, anti-hedging/anti-pledging). Committee memberships (Audit and Compensation) align with her finance and manufacturing expertise; attendance threshold met; director equity aligns incentives with shareholders. 2024 say-on-pay support at 80.4% suggests acceptable pay governance trend .
• Potential RED FLAGS to monitor:
  • Supplier interlock: Ongoing Cummins relationship requires continued Audit Committee oversight to avoid conflict optics and ensure arms’ length terms; MTW disclosed amounts and reaffirmed independence in 2024/2023 .
  • Equity grant structure: Immediate vesting of director stock grants (no holding period on grant) reduces performance linkage though ownership guidelines mitigate misalignment risk .
• Insider alignment: No pledging allowed; insider trading policy applies to directors; director stock ownership guidelines enforce “skin-in-the-game” .

Appendix: Committee & Meeting Activity

Notes:

• Board met 6 times in 2024; all current members attended ≥75% of Board/committee meetings .
• Governance practices include majority voting, mandatory retirement age, independent sessions, and published charters/guidelines .