VII. PAY VERSUS PERFORMANCE

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, the following information is provided regarding the relationship between the “compensation actually paid” (“CAP”) to the NEOs during the preceding five fiscal years, and the Company’s TSR, Net Income, and also Adjusted EBITDA, which in the Company’s assessment represents the most important financial performance measure (that is not otherwise required to be disclosed in the first table below) used by the Company to link the CAP of the NEOs for 2024 to its performance. In this section, ("PEO") means Principal Executive Officer, and ("SCT") means Summary Compensation Table.


							Value of Initial Fixed $100
							Investment Based On:
YEAR	SCT Total for Current PEO ($)(1)	Compensation Actually Paid for Current PEO ($)(1)(2)	SCT Total for Former PEO ($)	Compensation Actually Paid for Former PEO($)	Average SCT Total for Non-PEO NEOs ($)	Average Compensation Actually Paid to Non-PEO NEOs ($)(1)(2)	Manitowoc TSR ($)	Peer Group TSR ($)	Net Income ($ millions)	Adjusted EBITDA ($ millions)
2024	$5,177,885	($396,591)	-	-	$1,346,368	$526,175	$52.17	$142.93	$55.8	$128.4
2023	$6,698,208	$11,925,536	-	-	$1,725,028	$2,367,613	$95.37	$128.14	$39.2	$175.3
2022	$5,576,471	$2,520,833	-	-	$1,147,526	$218,946	$52.34	$109.59	($123.6)	$143.1
2021	$4,952,777	$5,379,695	-	-	$1,823,565	$1,969,093	$106.23	$137.74	$11.0	$116.0
2020	$2,834,188	$2,326,577	$4,940,010	$2,464,728	$1,101,573	$652,362	$76.06	$119.96	($19.1)	$83.1

(1)

Compensation for fiscal years ended December 31, 2023 has been restated from prior year.

(2)

Amounts represent compensation “actually paid” to the Company's Principal Executive Officer ("PEO"), former PEO and the average compensation actually paid to the Company's remaining NEOs for the relevant fiscal year, as determined under SEC rules (and described below), which includes the individuals indicated in the table below for each fiscal year:


YEAR	CURRENT PEO	FORMER PEO	NON-PEO NEOS
2024	Aaron H. Ravenscroft		Brian P. Regan; Leslie L. Middleton; Jennifer L. Peterson; James Cook.
2023	Aaron H. Ravenscroft		Brian P. Regan; Leslie L. Middleton; Jennifer L. Peterson; James Cook.
2022	Aaron H. Ravenscroft		David J. Antoniuk; Thomas L. Doerr Jr.; Leslie L. Middleton; Terrence L. Collins
2021	Aaron H. Ravenscroft		David J. Antoniuk; Thomas L. Doerr Jr.; Leslie L. Middleton; Terrence L. Collins
2020	Aaron H. Ravenscroft	Barry L. Pennypacker	David J. Antoniuk; Thomas L. Doerr Jr.; Leslie L. Middleton; Terrence L. Collins; Peter Ruck

CURRENT PEO SCT TOTAL TO CAP RECONCILIATION


YEAR	Reported SCT Total for PEO ($)	Minus: Reported SCT Value of Equity Awards ($)(1)	Plus: Equity Award Adjustments ($)(2)	Compensation Actually Paid to PEO
2024	$5,177,885	$3,684,622	($1,889,854)	($396,591)
2023	$6,698,208	$3,970,760	$9,198,089	$11,925,536
2022	$5,576,471	$3,484,556	$428,918	$2,520,833
2021	$4,952,777	$2,500,009	$2,926,927	$5,379,695
2020	$2,834,188	$1,021,131	$513,520	$2,326,577

(1)

The amounts included are reported in the “Stock Awards” column of the Summary Compensation Table for each applicable year.

(1)

The equity award adjustments for each applicable year were calculated in accordance with the methodology required by Item 402(v) of Regulation S-K. The additions and deductions used in calculating the total equity award adjustments are provided in the table below.

EQUITY RECONCILIATION DETAIL FOR CURRENT PEO


Equity Award Adjustments
YEAR	Year End Fair Value of Awards Granted in the Year ($)	Year over Year Change in Fair Value of Outstanding and Unvested Awards ($)	Year End Fair Value of Awards Granted in Prior Years Forfeited in the Year ($)	Year over Year Change in Fair Value of Awards Granted in Prior Years that Vested in the Year ($)	Total Equity Award Adjustments ($)
2024	$2,162,314	($3,434,603)	$0	($617,565)	($1,889,854)
2023	$4,755,247	$3,718,383	$0	$724,459	$9,198,089
2022	$1,750,374	($1,198,938)	$0	($122,518)	$428,918
2021	$2,751,917	$96,145	$0	$78,865	$2,926,927
2020	$1,092,964	($449,314)	$0	($130,130)	$513,520

AVERAGE NON-PEO SCT TOTAL TO CAP RECONCILIATION


YEAR	Reported SCT Total for Non-PEO NEOs ($)	Minus: Reported SCT Value of Equity Awards for Non-PEO NEOs ($)(1)	Plus: Equity Award Adjustments ($)(2)	Compensation Actually Paid to PEO
2024	$1,346,368	$656,327	($163,866)	$526,175
2023	$1,725,028	$705,340	$1,347,925	$2,367,613
2022	$1,147,526	$480,034	($448,546)	$218,946
2021	$1,823,565	$841,093	$986,621	$1,969,093
2020	$1,101,573	$543,003	$93,792	$652,362

(1)

The amounts included are reported in the “Stock Awards” column of the Summary Compensation Table for each applicable year.

(2)

The additions and deductions used in calculating the total average equity award adjustments are provided in the table below.

EQUITY RECONCILIATION DETAIL FOR NON-PEO NEO'S


Equity Award Adjustments
YEAR	Year End Fair Value of Awards Granted in the Year ($)	Year over Year Change in Fair Value of Outstanding and Unvested Awards ($)	Year End Fair Value of Awards Granted in Prior Years Forfeited in the Year ($)	Year over Year Change in Fair Value of Awards Granted in Prior Years that Vested in the Year ($)	Total Equity Award Adjustments ($)
2024	$385,164	($474,597)	$0	($74,433)	($163,866)
2023	$844,691	$413,650	$0	$89,584	$1,347,925
2022	$115,010	($259,049)	($204,310)	($100,197)	($448,546)
2021	$925,844	$63,699	$0	($2,922)	$986,621
2020	$492,992	($222,916)	($43,604)	($132,680)	$93,792

Most Important Performance Measures

The following performance measures represent the most important financial performance measures used by the Company to link compensation actually paid to its NEOs for 2024:

•

Adjusted EBITDA Average

•

Net Working Capital as a percentage of sales

•

Non-New Machine Sales

•

ROIC

Relationship Between Financial Performance Measures

The graphs below depict the relationship between (i) the compensation actually paid to the Company's PEO and former PEO and the average of the compensation actually paid to its remaining NEOs, and (ii) the Company's cumulative TSR, Peer Group TSR, Net Income, our Adjusted EBITDA, in each

case, for the fiscal years ended December 31, 2020, 2021, 2022, 2023, and 2024. TSR amounts reported in the graph assume an initial fixed investment of $100, and that all dividends, if any, were reinvested.

Named Executive Officers, Footnote

(2)

Amounts represent compensation “actually paid” to the Company's Principal Executive Officer ("PEO"), former PEO and the average compensation actually paid to the Company's remaining NEOs for the relevant fiscal year, as determined under SEC rules (and described below), which includes the individuals indicated in the table below for each fiscal year:


YEAR	CURRENT PEO	FORMER PEO	NON-PEO NEOS
2024	Aaron H. Ravenscroft		Brian P. Regan; Leslie L. Middleton; Jennifer L. Peterson; James Cook.
2023	Aaron H. Ravenscroft		Brian P. Regan; Leslie L. Middleton; Jennifer L. Peterson; James Cook.
2022	Aaron H. Ravenscroft		David J. Antoniuk; Thomas L. Doerr Jr.; Leslie L. Middleton; Terrence L. Collins
2021	Aaron H. Ravenscroft		David J. Antoniuk; Thomas L. Doerr Jr.; Leslie L. Middleton; Terrence L. Collins
2020	Aaron H. Ravenscroft	Barry L. Pennypacker	David J. Antoniuk; Thomas L. Doerr Jr.; Leslie L. Middleton; Terrence L. Collins; Peter Ruck

Non-PEO NEO Average Total Compensation Amount

$ 1,346,368

$ 1,725,028

$ 1,147,526

$ 1,823,565

$ 1,101,573

Adjustment to Non-PEO NEO Compensation Footnote

AVERAGE NON-PEO SCT TOTAL TO CAP RECONCILIATION


YEAR	Reported SCT Total for Non-PEO NEOs ($)	Minus: Reported SCT Value of Equity Awards for Non-PEO NEOs ($)(1)	Plus: Equity Award Adjustments ($)(2)	Compensation Actually Paid to PEO
2024	$1,346,368	$656,327	($163,866)	$526,175
2023	$1,725,028	$705,340	$1,347,925	$2,367,613
2022	$1,147,526	$480,034	($448,546)	$218,946
2021	$1,823,565	$841,093	$986,621	$1,969,093
2020	$1,101,573	$543,003	$93,792	$652,362

(1)

The amounts included are reported in the “Stock Awards” column of the Summary Compensation Table for each applicable year.

(2)

The additions and deductions used in calculating the total average equity award adjustments are provided in the table below.

EQUITY RECONCILIATION DETAIL FOR NON-PEO NEO'S


Equity Award Adjustments
YEAR	Year End Fair Value of Awards Granted in the Year ($)	Year over Year Change in Fair Value of Outstanding and Unvested Awards ($)	Year End Fair Value of Awards Granted in Prior Years Forfeited in the Year ($)	Year over Year Change in Fair Value of Awards Granted in Prior Years that Vested in the Year ($)	Total Equity Award Adjustments ($)
2024	$385,164	($474,597)	$0	($74,433)	($163,866)
2023	$844,691	$413,650	$0	$89,584	$1,347,925
2022	$115,010	($259,049)	($204,310)	($100,197)	($448,546)
2021	$925,844	$63,699	$0	($2,922)	$986,621
2020	$492,992	($222,916)	($43,604)	($132,680)	$93,792