Anne Cooney

About Anne Cooney

Independent director of The Manitowoc Company (MTW) since 2016; age 65 as of March 3, 2025. Former Siemens executive across operations and industrial drives; prior roles at General Electric and Aladdin Industries. Currently serves on MTW’s Compensation Committee as Chair and on the Corporate Governance & Sustainability Committee; classified by MTW as an independent director under NYSE standards .

Past Roles

External Roles

Board Governance

• Committee assignments: Compensation Committee (Chair) and Corporate Governance & Sustainability Committee member .
• Independence: MTW board determined Cooney is independent; audit, compensation, and governance committees are entirely independent .
• Attendance and engagement: In 2024, the Board met 6 times; all current members attended at least 75% of Board and committee meetings. Audit met 5 times; Compensation met 6; Governance met 5 .
• Board leadership: Independent, non-executive Chair; CEO and Chair roles separated, with regular independent director sessions .

Fixed Compensation

• Structure: Non-employee director pay comprises cash retainers plus equity grants; no per-meeting fees; reimbursement of reasonable out-of-pocket expenses .

• Retainer schedule (as of May 1, 2024): | Director Pay Element | Amount ($) | |---|---| | Board Chair (Non-Exec) Annual Retainer | 125,000 | | Board Member Annual Retainer | 80,000 | | Lead Independent Director Annual Retainer | 25,000 | | Audit Committee Chair | 25,000 | | Compensation Committee Chair | 20,000 | | Governance Committee Chair | 17,500 | | Audit Committee Member | 10,000 | | Compensation Committee Member | 7,500 | | Governance Committee Member | 7,500 | | Annual Equity Grant Guideline | 135,000 |

• Anne Cooney’s compensation (dollars): | Metric | 2023 | 2024 | |---|---|---| | Fees Earned/Paid in Cash ($) | 105,000 | 107,500 | | Stock Awards ($) | 136,243 | 118,516 (deferred under Deferred Compensation Plan) | | Total ($) | 241,243 | 226,016 |

• Equity grant mechanics: 2024 director stock grants vested immediately upon grant; no director RSUs outstanding at year-end 2024 .

• Deferred compensation: Directors may defer cash and/or equity; Cooney deferred her 2024 stock grant .

Performance Compensation

• MTW executive pay program overseen by the Compensation Committee (chaired by Cooney); uses multi-metric STIP and LTIP with pay-for-performance, clawback, ownership rules, and an independent consultant (WTW) with no conflicts .

• STIP metrics (company-wide executives; 2023 design used during her committee tenure): | Metric | Weight | Notes | |---|---|---| | Adjusted EBITDA | 50% | Operating performance (non-GAAP definition disclosed) | | Net Working Capital as % of Sales | 30% | Liquidity/efficiency metric (non-GAAP calc disclosed) | | ESG (environment, safety, engagement/equity) | 20% | Committee-determined based on pre-set goals |

• LTIP metrics (updated for 2024 under her oversight): | Metric | Weight | Notes | |---|---|---| | Adjusted ROIC | 60% | Introduced in 2024 to emphasize capital efficiency | | Total Non-New Machine Sales | 40% | Strategic shift to recurring aftermarket | | Relative TSR modifier | ±20% | Relative to Russell 2000; if absolute TSR negative, cap at target |

Other Directorships & Interlocks

• Current public board: Wesco International (WCC). No MTW disclosure of transactions with Wesco; independence affirmed for Cooney; related supplier relationships disclosed for other directors (Cummins, Parker) and approved by Audit Committee—none involve Cooney .
• Prior public board: Summit Materials (SUM), listed in 2024 but not in 2025 .

Expertise & Qualifications

• Skills matrix indicates Cooney brings board experience, manufacturing, global operations, business development/strategy, sales/marketing, and technology expertise to MTW’s board .
• Biography highlights senior operating leadership across Siemens divisions and manufacturing leadership at GE/Aladdin .

Equity Ownership

• Beneficial ownership (shares): | Metric | As of Mar 1, 2024 | As of Mar 3, 2025 | |---|---|---| | Shares beneficially owned (#) | 62,597 | 71,363 | | Pledged shares | None | None |

• Shares outstanding for context: 35,483,504 (record date Mar 1, 2024) and 35,442,131 (record date Mar 3, 2025) .

• Director ownership guidelines: Must hold stock equal to 5× base cash retainer; directors compliant or projected compliant as of 12/31/2024 .

• Insider trading policy prohibits hedging, short sales, pledging, and requires preclearance; applies to directors .

Governance Assessment

• Strengths:

  • Independent director with deep industrial and operations background; chairs Compensation Committee, which employs robust governance (multi-metric incentives, caps, clawback, independent consultant) .
  • Strong alignment practices: director stock ownership guidelines; immediate vest equity; option repricing prohibited in plan architecture; no dividend equivalents on unvested awards .
  • Board independence and structure (independent Chair; regular executive sessions); committee-only independent membership .
  • Shareholder support: Say-on-pay approval 80.4% in 2024; rising trend from 75.22% in 2023 . Also 8-K vote details show broad support .

• Potential conflicts/red flags:

  • External directorship at Wesco (a major distributor); no disclosed related-party transactions with MTW, and Cooney’s independence affirmed. Continued monitoring warranted for any future MTW–Wesco dealings (none disclosed for 2024) .
  • Overboarding risk: Board states none of the nominees are overboarded; Cooney sits on one other public board, within MTW’s stated norms .

• Related-party transactions: None reported for 2024 and 2023; Audit Committee reviews and approves any such items under formal policy .

Say-on-Pay & Shareholder Feedback

8-K 5.07 vote results (May 7, 2024): For 19,984,646; Against 4,881,685; Abstentions 97,889; Broker non-votes 3,839,586 .

Compensation Committee Analysis

• Composition and meetings: All independent; chaired by Cooney; met 6 times in 2024 .
• Consultant: Willis Towers Watson (WTW) engaged; independence assessed; no conflicts identified .
• Peer group used for benchmarking (2023): Astec, Crane, Federal Signal, Flowserve, Harsco, Hyster-Yale, Kennametal, Meritor, REV Group, SPX, Tennant, Terex, Timken, Wabash, Trinity, Greenbrier (as disclosed) .

Fixed Compensation (Committee Oversight Context)

• NEO target TDC and pay mix emphasize at-risk compensation; CEO 84% at-risk; NEOs ~67% at-risk (committee philosophy) .
• Clawback policy adopted pursuant to SEC and NYSE standards; recovery of excess incentive-based comp upon restatement .

Performance Compensation (Committee Oversight Context)

• 2024 LTIP changes: Adjusted ROIC (60%) + Non-New Machine Sales (40%); TSR modifier ±20% with cap if absolute TSR negative .
• 2023 STIP payout was 156.25% of target on above-target EBITDA and ESG, with NWC between threshold and target (committee set metrics/thresholds) .

Equity Ownership & Alignment (Director)

• Cooney’s beneficial ownership increased year-over-year; no pledging; deferred equity used to build holdings; complies with director stock guidelines .

Closing View

Cooney’s governance profile is strong: independent status, disciplined compensation oversight, rising shareholder support, and no disclosed related-party conflicts. Her industrial operations background enhances board effectiveness on strategy and pay-for-performance design. Continued monitoring of external board ties (Wesco) and ongoing say-on-pay outcomes remains prudent for investor confidence .