Kenneth Krueger

About Kenneth W. Krueger

Kenneth W. Krueger, age 68, is an independent director and the Non-Executive Chair of The Manitowoc Company, Inc. (MTW). He has served on MTW’s Board since 2004 and was interim President & CEO from October 2015 to March 2016. Krueger brings extensive finance, accounting, and heavy manufacturing operations leadership from prior roles at Bucyrus International, A. O. Smith, and Eaton.

Past Roles

External Roles

Board Governance

• Committee assignments: Non-Executive Chair of MTW’s Board; not listed on Audit, Compensation, or Corporate Governance & Sustainability Committees (committees are fully independent) .
• Independence: Board determined Krueger is independent under Company criteria and NYSE standards; seven of eight continuing directors are independent .
• Attendance and engagement: Board met six times in 2024; all current members attended at least 75% of Board and committee meetings; independent directors meet at least four times per year in executive session; all directors attended the 2024 Annual Meeting .
• Board leadership: CEO and Chair roles are separated; Non-Executive Chair is independent; lead director protocols exist if Chair is not independent .
• Committee leadership and activity: Audit Committee chaired by Ryan M. Gwillim (met 5x in 2024); Compensation Committee chaired by Anne M. Cooney (met 6x in 2024); Corporate Governance & Sustainability Committee chaired by C. David Myers (met 5x in 2024) .
• Say-on-Pay signal: 2024 advisory vote support was 80.4%, indicating acceptable investor alignment on executive pay .

Fixed Compensation

• Program structure: Non-employee directors receive cash retainers and an annual equity grant; no meeting fees; reasonable travel expense reimbursement .

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

• 2024 total compensation earned: | Name | Cash Fees ($) | Stock Awards ($) | Total ($) | |---|---:|---:|---:| | Kenneth W. Krueger | 205,000 | 118,516 | 323,516 | Note: 2024 director stock grants were not restricted and vested immediately on grant; several directors deferred 2024 stock grants via Deferred Compensation Plan; at 12/31/2024, no directors had RSUs outstanding .

Performance Compensation

• Non-employee director equity is delivered as time-based stock grants; MTW does not use performance-based equity (e.g., PSUs) for directors; 2024 director stock vested immediately; no RSUs outstanding . | Performance Metric | Application to Director Pay | Notes | |---|---|---| | N/A | Directors receive annual stock grants; no performance metrics used | 2024 stock vested immediately; no RSUs outstanding |

Other Directorships & Interlocks

• Related-party policy: Audit Committee reviews/approves related-person transactions >$120,000; there were no related-person transactions in 2024 .

Expertise & Qualifications

• Recognized areas: Finance and accounting, manufacturing, global leadership, business development and strategy, and technology experience (Board skills matrix) .
• Audit committee financial expert designation: MTW identifies Gwillim, Myers, and Bohn as “audit committee financial experts”; Krueger is not designated as such .

Equity Ownership

• Beneficial ownership: 147,166 shares as of record date March 3, 2025; each named person (except CEO) owns <1.0% of outstanding shares; none pledged . | Item | Value | |---|---| | Shares beneficially owned | 147,166 | | Ownership % of outstanding shares | <1.0% | | Shares pledged | None | | Director stock ownership guidelines | 5x annual cash retainer (excludes chair/committee retainers; measured at first Board meeting in 6th full calendar year) | | Guideline compliance status (as of 12/31/2024) | In compliance or projected to be in compliance |

Insider Trades (Form 4)

Governance Assessment

• Strengths

  • Independent Non-Executive Chair with deep operating and finance background; separation of Chair/CEO roles enhances oversight .
  • High board engagement: all directors attended 2024 Annual Meeting; Board met in executive session at each regular meeting; independent directors meet ≥4x annually without management .
  • Alignment signals: meaningful personal share ownership; no pledging; director ownership guidelines in place and compliant/progressing .
  • Compensation practices: simple, transparent director pay (cash retainers + equity), no meeting fees; immediate vesting stock grants; clawback/recovery policy in place; anti-hedging/anti-pledging policies .
  • Investor confidence: 80.4% Say-on-Pay support in 2024 reflects acceptable pay-for-performance alignment at the executive level .

• Potential risks/RED FLAGS

  • No related-party transactions reported for 2024; independence affirmed—no specific conflicts disclosed involving Krueger’s external boards (PLOW, AIN) .
  • Not designated as an “audit committee financial expert”; however, his finance/accounting experience is highlighted, and he does not sit on the Audit Committee .
  • Director compensation is not performance-based (typical for boards); equity grants vest immediately—monitor for ongoing alignment via ownership guidelines and insider holding patterns .

• Voting outcomes (context for governance quality and investor sentiment)

  • 2024 director election: Krueger received 24,577,986 “For” votes vs. 386,234 “Withheld” .
  • 2024 Say-on-Pay: 19,984,646 “For”, 4,881,685 “Against”, 97,889 “Abstentions” .

• Committee activity levels (Board effectiveness indicators)

  • Audit (5 meetings), Compensation (6), Governance & Sustainability (5); all committees fully independent .

Overall, Krueger’s long tenure, independent Chair role, strong operating/finance background, clean related-party profile, and ownership alignment support board effectiveness and investor confidence. Continuous monitoring should focus on director equity holding trends, any evolving interlocks with PLOW/AIN, and maintenance of independence and engagement levels.