DEF 14A 1 nc10018984x1_def14a.htm DEF 14A

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant
Check the appropriate box:
Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Pursuant to §240.14a-12
ASTEC INDUSTRIES, INC.
(Name of Registrant as Specified in Its Charter)
 
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
No fee required.
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
 
 
 
 
1.
Title of each class of securities to which transaction applies:
 
 
 
 
2.
Aggregate number of securities to which transaction applies:
 
 
 
 
3.
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
 
 
 
 
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Total fee paid:
 
 
 
Fee paid previously with preliminary materials.
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
 
 
 
 
1.
Amount Previously Paid:
 
 
 
 
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Form, Schedule or Registration Statement No.:
 
 
 
 
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Filing Party:
 
 
 
 
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Date Filed:
 
 
 


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Dear Shareholders:
We are writing this letter at a time when it is still uncertain how the world is going to continue to work through the COVID -19 crisis, although there is much positive news recently. We extend our deepest and heartfelt sympathy to all those who suffered or experienced tragedy as a result of the pandemic.
We are proud of the way our management team has led our company, and how our employees have responded to serve our stakeholders as well as the common good. When the pandemic surfaced in March 2020, we immediately formed a COVID -19 Task Force and established regularly scheduled meetings of our Executive Leadership Team. Throughout the crisis, the first priority of our management team has continued to be the safety and the needs of our employees and our customers. We took every reasonable measure recommended by the health authorities to protect our employees, their families, our customers and suppliers. We continue to prioritize health and safety as we navigate through this challenge. The actions taken highlight our strengths, agility and concern for others.
In the midst of these uncertainties, we cordially invite you to join us for the 2021 Annual Meeting of shareholders of Astec Industries, Inc. (“Astec” or the “Company”) to be held on Tuesday, April 27, 2021 at 10:00 a.m. EDT virtually over the Internet at www.virtualshareholdermeeting.com/ASTE2021. We decided to hold the 2021 Annual Meeting as a virtual meeting, not only because of the continued uncertain public health impact of the coronavirus pandemic, but also because we believe that it will offer expanded access to shareholders who may otherwise not attend in person.
Executing Our Strategy to Simplify, Focus and Grow
In the midst of COVID -19 related challenges in 2020, Astec made great progress towards executing our strategy to Simplify, Focus, and Grow with the year being a testament to our commitment to perform well throughout cycles.
Our simplification efforts enabled us to clearly see the business and our opportunities to create value. We streamlined our operating structure from three reporting segments to two reporting segments with our Operational Excellence initiatives leading to the rationalization of our manufacturing footprint in order to yield greater efficiencies. The process of back office and ERP system consolidation was initiated, each with a designed path to improve access to data, improve operating efficiencies and reduce operating expenses.
In late 2019, we introduced the OneASTEC business model, which codifies how we operate, conduct ourselves, how we focus on customers in all that we do and ultimately are the guiding principles of how we grow.
We invested in accretive acquisitions, two of which expanded our presence in the concrete industry and one that provided a platform on which to enhance our telematics offering. Growth will come from the strategic investment of time, resources and capital. Included in this investment is a rigorous, disciplined approach to sustainable new product development. This will propel us toward obtaining our long-term goals.
As we executed on all these efforts, our Board played a critical and active role in guiding our success. The Board is appropriately involved in the development and implementation of our strategy. We devote a portion of each Board meeting to discussing growth, strategic initiatives, and risks and opportunities in the markets we serve, with a focus on delivering shareholder value.
Environmental, Social and Governance
For years, we have created products and acted in a way that is socially responsible. We have been focused on the elements of Environmental, Social, and Governance (“ESG”) for years but not in a prescribed manner. In 2020, we began implementing a plan to expand our ESG disclosures, metrics, goals, and governance oversight. We are in the early days of our ESG journey but, this journey commenced after extensive dialogue with our stakeholders and with the strong support of and collaboration with our Board of Directors. The organization is engaged and enthused by it. We know that by driving our progress in this initiative we will be a better, healthier and more sustainable solution provider as we move forward in time.
Business of Annual Meeting
At the 2021 Annual Meeting, we will be asking you to re-elect the two director nominees named in the attached proxy statement to our Board. As discussed throughout the proxy statement, our Board remains committed to strong governance practices and our Core Values of (i) Safety, (ii) Devotion, (iii) Integrity, (iv) Respect and (v) Innovation. Under the guidance of our Board, we remain committed to investing in our employees, dealing fairly and ethically with our suppliers and partners, supporting communities in which we work while embracing sustainable practices across our businesses, and in doing so, generating long-term financial return to our shareholders. You will find detailed information beginning on page 14 about the qualifications of our director nominees and why we believe they are the right people to represent your interests.
In addition to the election of directors and “say-on-pay” advisory vote, we are also asking shareholders to approve our 2021 Equity Incentive Plan to serve as the successor to our 2011 Incentive Plan (the “Prior Plan”). The Prior Plan has been the sole source of shares for all equity incentive awards granted to Astec’s officers, employees and directors since 2011, and during such time, we have never sought shareholder

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approval of any increase in the number of shares available for issuance under the Prior Plan. If Astec’s shareholders approve the 2021 Equity Incentive Plan, all future equity awards will be made from the 2021 Equity Incentive Plan. We strongly believe that equity ownership by our employees is critical to aligning the interests of our employees with our shareholders.
Lastly, we will seek your approval in order to ratify the appointment of the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021.
It is important that your shares be represented at the annual meeting, regardless of the number of shares you hold and whether or not you plan to attend the meeting. Accordingly, please exercise your right to vote by following the instructions for voting contained in the Notice Regarding the Availability of Proxy Materials, or the paper or electronic copy of our proxy materials you received for the meeting.
On behalf of our employees and directors, we thank you for your continued interest in, support of, and confidence in, our Company. We look forward to your participation at the 2021 Annual Meeting.

Barry Ruffalo
President and Chief Executive Officer

William Gehl
Chairman of the Board

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ASTEC
NOTICE OF THE 2021 ANNUAL MEETING OF SHAREHOLDERS
Dear Shareholders:
WHAT:
2021 Annual Meeting of Shareholders of Astec Industries, Inc.
WHEN:
Tuesday, April 27, 2021 at 10:00 a.m., Eastern Daylight Time (“EDT”)
WHERE:
Our meeting will be a virtual shareholder meeting, conducted via live audio webcast, a format designed to ensure the safety of participants due to the ongoing COVID-19 pandemic and also to increase shareholder access to the meeting. In addition to online attendance, this format provides shareholders with the opportunity to hear all portions of the official meeting, submit written questions during the meeting, and vote online during the open poll section of the meeting. You are invited to attend the live webcast of our meeting, vote your shares and submit questions at www.virtualshareholdermeeting.com/ASTE2021. To join the meeting, you will need the 16-digit control number that is printed on your Notice Regarding the Availability of Proxy Materials (“Notice”). When accessing our 2021 Annual Meeting, please allow ample time for online check-in, which will begin around 9:45 a.m., EDT, on Tuesday, April 27, 2021. If a bank, brokerage firm, or other nominee holds your shares, you should contact that organization for additional information.
WHY:
We are holding the 2021 Annual Meeting for the following purposes, as more fully described in our proxy statement:
1.
to re-elect to our Board of Directors two directors for three-year terms or until their successor is duly elected and qualified (Proposal No. 1);
2.
to approve, on a non-binding, advisory basis, the compensation of our named executive officers (Proposal No. 2);
3.
to approve the Astec Industries, Inc. 2021 Equity Incentive Plan (Proposal No. 3);
4.
to ratify the appointment of KPMG LLP as our independent registered public accounting firm for the calendar year 2021 (Proposal No. 4); and
5.
to transact such other business as may be properly presented at the 2021 Annual Meeting or any adjournments or postponements thereof.
RECORD DATE:
Shareholders of record as of the close of business on February 24, 2021 (“Record Date”) are entitled to this Notice and to vote at the 2021 Annual Meeting or at any adjournment or postponement that takes place.
PROXY VOTING:
On or about March 18, 2021, we will mail to shareholders of record as of the Record Date (other than those who previously requested electronic or paper delivery on an ongoing basis) a Notice with instructions for accessing our proxy materials and voting instructions over the Internet, by telephone, or by mail. We expect that our proxy statement and other proxy materials will be available to shareholders on this same date.
Thank you for your ongoing support and we hope you can join us at our 2021 Annual Meeting.
By Order of the Board of Directors,
Anshu Pasricha
General Counsel and Corporate Secretary
March 18, 2021
Please vote your proxy as soon as possible even if you expect to attend the annual meeting live. You may vote your proxy via the Internet or by phone by following the instructions on the notice of Internet availability or proxy card, or if you received a paper copy of these proxy materials by mail, you may vote by mail by completing and returning the enclosed proxy card in the enclosed reply envelope. No postage is necessary if the proxy is mailed within the United States.

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1 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2021
PROXY STATEMENT
SUMMARY
We are providing these materials in connection with the 2021 Annual Meeting of Shareholders (the “2021 Annual Meeting”, or the “Annual Meeting”) of Astec Industries, Inc. This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider. Please read the entire Proxy Statement carefully before voting as it contains important information about matters upon which you are being asked to vote.
2021 Annual Meeting of Shareholders
Date and Time
Record Date
Location
April 27, 2021 at 10:00 a.m.
EDT
February 24, 2021
This year’s meeting will be a virtual Annual Meeting at www.virtualshareholdermeeting.com/ASTE2021
Agenda and Voting Recommendations
Proposal
Board
Recommendation
1
To re-elect two directors in Class II to serve until the Annual Meeting of Shareholders in 2024, or in the case of each director, until a successor is duly elected and qualified.
FOR each
nominee
2
To vote on a non-binding resolution to approve the compensation of the Company’s executive officers.
FOR
3
To approve the Astec Industries, Inc. 2021 Equity Incentive Plan.
FOR
4
To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the calendar year 2021.
FOR
Board of Director Nominees
The following table provides summary information about each director nominee. Each director nominee is standing for election for a three-year term or until their successor is duly elected and qualified. All of the director nominees are current directors.
Name
Age
Director
Since
Principal Occupation
Committee
James B. Baker
75
2010
Managing Partner,
River Associates Investments
Audit Committee (Chair)
and Compensation Committee
Glen E. Tellock
60
2006
President and CEO, Lakeside Foods
Audit Committee
and Compensation Committee
Corporate Governance Highlights
Strong corporate leadership of the highest ethics and integrity has long been a major focus of the Company’s Board and management. All of our directors other than Mr. Ruffalo, our CEO, are independent directors under Nasdaq Rules and our Corporate Governance Guidelines. These independent directors also meet in executive session at least four times a year after each quarterly board meeting.
Additional details about our approach to corporate governance are described starting on p. 21.

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2 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2021
Environmental and Social Responsibility Highlights
For years we have created products and acted in a way that is socially responsible. Some highlights from fiscal 2020 include:
Our new, reinvigorated product development process now also includes checks for energy efficiency and environmental impact in early stages of each project;
Reduced recordable injuries 15% compared to fiscal 2019; and
Updated our Supplier Code of Conduct that all suppliers are expected to comply with.
Additional details about our commitment to environmental and social responsibility are described starting on p. 9.
Shareholder Engagement Highlights
The Company oversees a rigorous, deliberate and comprehensive shareholder engagement process that builds better lines of communication between investors and management. In fiscal 2020, we participated in five investor conferences, and conducted 86 one-on-one meetings with investors.
Additional details about our shareholder engagement process, and year-around engagement cycle are described starting on p. 12.

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3 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2021
PROXY STATEMENT
FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE
HELD ON APRIL 27, 2021
GENERAL INFORMATION
We are furnishing this Proxy Statement to you as part of a solicitation by the Board of Directors (the “Board”) of Astec Industries, Inc., a Tennessee corporation, of proxies to be voted at our 2021 Annual Meeting of Shareholders and at any reconvened meeting after an adjournment or postponement of the meeting. We will hold the 2021 Annual Meeting virtually on Tuesday, April 27, 2021 at 10:00 a.m. (EDT). Unless the context otherwise requires, all references in this Proxy Statement to “Astec,” “Company,” “we,” “us,” and “our” refer to Astec Industries, Inc. and its subsidiaries. Our mailing address and principal executive office is 1725 Shepherd Road, Chattanooga, Tennessee 37421. Our website is located at www.astecindustries.com/investor-relations.html. The information contained on, or that can be accessed through, our website is not a part of this Proxy Statement.
IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY OF PROXY MATERIALS
Securities and Exchange Commission (“SEC”) rules allow companies to furnish proxy materials to their shareholders on the Internet. We are pleased to take advantage of these rules and believe that they enable us to provide you with the information you need, while making delivery more efficient and more environmentally friendly. We have saved significant mailing and printing costs by providing proxy materials to you over the Internet in accordance with SEC rules. In accordance with these rules, on or about March 18, 2021, we expect to mail to our shareholders a Notice providing instructions on how to access our proxy materials and Annual Report for fiscal 2020 on the Internet. The Notice, which cannot itself be used to vote your shares, also provides instructions on how to vote online, by telephone or by completing and mailing a proxy card and includes instructions on how to request a paper copy of the proxy materials, if you so desire. The Notice includes a control number that must be entered at the website provided on the Notice in order to view the proxy materials. Whether you received the Notice or paper copies of our proxy materials, the Proxy Statement and Annual Report for fiscal 2020 are available to you at www.astecindustries.com/investor-relations.html.
MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING
At the Annual Meeting, you will consider and vote upon:
Proposal 1: The re-election of the two Class II director nominees identified in this Proxy Statement;
Proposal 2: The approval, on an advisory basis, of the compensation of our named executive officers;
Proposal 3: The approval of the Astec Industries, Inc. 2021 Equity Incentive Plan;
Proposal 4: The ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the calendar year 2021; and
The transaction of any other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

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4 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2021
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING
What is a proxy?
The Board is asking for your proxy. This means you authorize persons selected by the Company to vote your shares at the Annual Meeting in the way that you instruct. All shares represented by valid proxies received and not revoked before the Annual Meeting will be voted at the Annual Meeting in accordance with the shareholder’s specific voting instructions.
Why am I receiving these materials?
You are receiving these materials because at the close of business on February 24, 2021, you owned shares of the Company’s common stock, $0.20 par value per share (“Common Stock”).
Who is entitled to vote at the Annual Meeting?
All shareholders of record on February 24, 2021 are entitled to attend and vote at the Annual Meeting. Each share of our Common Stock is entitled to one vote on each matter presented for a vote at the Annual Meeting. As of February 24, 2021, we had 22,613,076 shares of Common Stock outstanding.
What if I receive more than one Notice of Internet Availability or proxy card?
You will receive multiple Notices or proxy cards if you hold shares in different ways (e.g., joint tenancy, trusts, custodial accounts, etc.) or in multiple accounts. Street name holders will receive the Notice or proxy card or other voting information, along with voting instructions, from their brokers. Please vote the shares represented by each Notice or proxy card you receive to ensure that all your shares are voted.
Why is the Annual Meeting online only? How do I attend the Annual Meeting?
Our Annual Meeting will be conducted via live audio webcast. In addition to online attendance, our meeting format provides shareholders with the opportunity to hear all portions of the official meeting, submit written questions during the meeting, and vote online
during the open poll section of the meeting. You may attend the meeting by visiting https://www.virtualshareholdermeeting.com/ ASTE2021. You will need the 16-digit control number that is printed on your Notice. Please allow ample time for online check-in, which will begin around 9:45 a.m., EDT, on Tuesday, April 27, 2021. If a bank, brokerage firm, or other nominee holds your shares, you should contact that organization for additional information on how to attend the Annual Meeting.
How can I access the proxy materials over the Internet?
An electronic copy of the proxy materials is available at www.proxyvote.com. You can also access the materials at www.astecindustries.com/investor-relations.html.
How can I request a paper or email copy of the proxy materials?
If you want to receive a paper or email copy of the proxy materials, you must request one. There is no charge for requesting a copy. However, please submit your request on or before April 13, 2021 to facilitate timely delivery. You may request a copy by choosing one of the following methods:
By Internet: www.proxyvote.com
By telephone: 1-800-579-1639
By email: sendmaterial@proxyvote.com (follow instructions on the Notice)

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5 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2021
What matters am I voting on, how may I vote on each matter and how does the Board recommend that I vote on each matter?
The following table sets forth each of the proposals you are being asked to vote on, how you may vote on each proposal and how the Board recommends that you vote on each proposal:
Proposal
How may I vote?
How does the Board recommend I vote?
1.
The re-lection of the two Class II director nominees identified in this Proxy Statement, each for a three-year term or until their successor is duly elected and qualified.
FOR the re-election of all Class II director nominees named herein, WITHHOLD authority to vote for all such Class II director nominees; or FOR the re-election of all such Class II director nominees other than any nominees with respect to whom the vote is specifically WITHHELD by indicating in the space provided on the proxy.
FOR each Class II director.
2.
The approval, on a non-binding, advisory basis, of the compensation of our named executive officers.
FOR or AGAINST, or you may ABSTAIN from voting on the matter.
FOR
3.
The approval of the Astec Industries, Inc. 2021 Equity Incentive Plan.
FOR or AGAINST, or you may ABSTAIN from voting on the matter.
FOR
4.
The ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the calendar year 2021.
FOR or AGAINST, or you may ABSTAIN from voting on the matter.
FOR
What is the voting requirement to approve each of the proposals?
The following table sets forth the voting requirements with respect to each of the proposals:
Proposal
Voting Requirement
1.
The re-election of the two Class II director nominees identified in this Proxy Statement each for a three-year term or until their successor is duly elected and qualified.
To be elected, a nominee must receive the affirmative vote of a majority of the votes present in person or by proxy and entitled to vote on this proposal, meaning that the votes cast by the shareholders “FOR” a nominee’s election must exceed the number of votes cast “WITHHELD” with respect to a nominee’s election the approval of the proposal.
2.
The approval, on an advisory basis, of the compensation of our named executive officers.
To be approved, this non-binding vote must be approved by a majority of the votes cast on this proposal, meaning that the votes cast by the shareholders “FOR” the approval of the proposal must exceed the number of votes cast “AGAINST” the approval of the proposal.
3.
The approval of the Astec Industries, Inc. 2021 Equity Incentive Plan.
To be approved, the Astec Industries, Inc. 2021 Equity Incentive Plan must be approved by a majority of the votes cast on the proposal, meaning that the votes cast by the shareholders “FOR” the approval of the proposal must exceed the number of votes cast “AGAINST” the approval of the proposal.
4.
The ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the calendar year 2021.
To be approved, this vote must be approved by a majority of the votes cast on the proposal, meaning that the votes cast by the shareholders “FOR” the approval of the proposal must exceed the number of votes cast “AGAINST” the approval of the proposal.

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6 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2021
What votes need to be present to hold the Annual Meeting?
A majority of the outstanding shares of Common Stock entitled to vote on any proposal at the Annual Meeting, either present or represented by proxy, constitutes a quorum for the Annual Meeting. A quorum is necessary to conduct business at the Annual Meeting. The presence, in person or by proxy, of holders of Common Stock representing a majority of the number of votes entitled to be cast on a specific proposal is required to consider that proposal at the Annual Meeting. Even if a quorum is established for the Annual Meeting, it is possible that a quorum may not be established for a specific proposal presented at the Annual Meeting. You will be considered part of the quorum if you attend the Annual Meeting live, vote via a toll-free telephone number, vote via the Internet or vote by proxy. Abstentions and votes withheld from director nominees count as “shares present” at the Annual Meeting for purposes of determining a quorum for the Annual Meeting, but broker non-votes do not count as “shares present” at the Annual Meeting for purposes of determining a quorum for any proposal, including the election of directors.
How do I vote?
If you are a “shareholder of record” on the Record Date, then you may attend the Annual Meeting and submit your vote or vote by proxy over the telephone, through the Internet, or by using a proxy card that you may request. To vote your shares at the Annual Meeting, please see “How do I vote my shares during the Annual Meeting?” below. To vote your shares without attending the meeting, please see “How do I vote my shares without attending the Annual Meeting?” below or the instructions on your Notice.
If you are a “beneficial owner” on the Record Date, you have the right to instruct your bank, brokerage firm, or other nominee on how to vote the shares in your account. In order for your shares to be voted in the way you would like, you must provide voting instructions to your bank, brokerage firm, or other nominee by the deadline provided in the proxy materials you receive from such organization.
Your vote is very important. Whether or not you plan to attend the Annual Meeting, you should submit a proxy or voting instructions before the Annual Meeting to ensure your vote is represented.
What is the difference between holding shares as a shareholder of record and as a beneficial owner?
If your shares are registered directly in your name with the Company’s transfer agent, Computershare, you are considered the “shareholder of record” with respect to those shares. The Notice, or a full set of the proxy materials (including the Proxy Statement, the Annual Report for fiscal 2020 and proxy card with postage-paid envelope), as applicable, will be sent to shareholders of record beginning on or about March 18, 2021.
If your shares are held with a broker or in an account at a bank, you are considered the “beneficial owner” with respect to those shares. These shares are sometimes referred to as being held “in street name.” The Notice or full set of proxy materials, as applicable, would
have been forwarded to you by your broker, bank or other holder of record who is considered the shareholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote your shares by using the voting instruction card included in proxy materials or by following the instructions on the enclosed proxy card for voting online or by telephone. You will not be able to vote these shares directly unless you obtain a signed legal proxy from your broker, bank or other nominee giving you the right to vote the shares.
How do I vote my shares during the Annual Meeting?
If you hold shares of our Common Stock as the shareholder of record, you have the right to vote those shares at the Annual Meeting. If you are a beneficial owner and hold shares of our Common Stock in street name, you may vote the shares you beneficially own under a legal proxy from your bank, brokerage firm, or other nominee; please contact such organization for instructions on obtaining a proxy.
Please follow the instructions at https://www.virtualshareholdermeeting.com/ASTE2021 in order to vote your shares during the meeting, whether you hold your shares of record or in street name. You will need the 16-digit control number that is printed on your Notice to attend the Annual Meeting. Please allow ample time for online check-in, which will begin at approximately 9:45 a.m., EDT, on April 27, 2021.
How do I vote my shares without attending the Annual Meeting?
Vote by Internet by going to www.proxyvote.com at any time up until 11:59 p.m., EDT, on April 26, 2021. Please have your Notice or proxy card in hand when you access the website and then follow the instructions.
Vote by telephone at 1-800-690-6903 at any time up until 11:59 p.m., EDT, on April 26, 2021. Please have your Notice or proxy card in hand when you call and then follow the instructions.
Vote by mail if you requested and received a proxy card. Please mark, sign, and date your proxy card and return it in the postage-paid envelope we provided with it or return it to Vote Processing, c/o Broadridge , 51 Mercedes Way, Edgewood, NY 11717.
Can I change my mind and revoke my proxy?
Shareholders generally have the right to revoke their proxy or voting instructions before their shares are voted at the Annual Meeting, subject to the voting deadlines described above.
Shareholders of record: If you are a shareholder of record, you may revoke a proxy by:
completing and returning a later dated proxy card;
granting a subsequent proxy via Internet or telephone;

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7 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2021
delivering written notice to our Secretary at our principal executive office, bearing a date later than the proxy, stating the proxy is revoked; or
voting your shares online at the Annual Meeting.
Beneficial owners: If you are a beneficial owner of shares but not the shareholder of record:
you may submit new voting instructions by contacting your broker, bank or other nominee; or
you may vote at the Annual Meeting if you obtain a legal proxy as described in the answer to the question “How do I vote my shares during the Annual Meeting?” above.
All shares represented by valid proxies received and not revoked will be voted at the Annual Meeting in accordance with the shareholder’s specific voting instructions.
What if I return my proxy card or vote by Internet or phone but do not specify how I want to vote?
If you are a shareholder of record and sign and return your proxy card or complete the online or telephone voting procedures, but do not specify how you want to vote your shares, we will vote them, in accordance with our Board’s recommendation, as follows:
FOR the re-election of each of the Class II director nominees identified in this Proxy Statement;
FOR the approval, on an advisory basis, of the compensation of our named executive officers;
FOR the approval of the Astec Industries, Inc. 2021 Equity Incentive Plan; and
FOR the ratification of KPMG LLP as our independent registered public accounting firm for the calendar year 2021.
How are votes counted?
In the election of the Class II director nominees, your vote may be cast “FOR” all of the nominees or your vote may be “WITHHELD” with respect to one or both of the nominees. If you withhold your vote with respect to any nominee, your shares will be considered to have been voted against the nominee. For all other proposals, your vote may be cast “FOR” or “AGAINST” or you may “ABSTAIN.” If you “ABSTAIN,” it will have no effect on the outcome of those other proposals.
What is the effect of broker non-votes?
Under Rule 2251 of the Nasdaq Marketplace Rules (the “Nasdaq Rules”), if you are a beneficial owner, your broker, bank or other nominee only has discretion to vote on certain “routine” matters without your voting instructions. These rules also provide, however, that when a proposal is not a “routine” matter and your broker, bank or other nominee has not received your voting instructions with respect to such proposal, your broker, bank or other nominee cannot vote your shares on that proposal. When a broker, bank or other nominee does not cast a vote for a non-routine matter, it is called a
“broker non-vote.” Your broker, bank or other nominee may not vote your shares with respect to any of the proposals other than the ratification of the appointment of KPMG LLP in the absence of your specific instructions as to how to vote with respect to these matters, because under such rules these matters are not considered “routine” matters. Broker non-votes will have no effect on the election of directors, the advisory vote on the compensation of our named executive officers, or the approval of the Astec Industries, Inc. 2021 Equity Incentive Plan.
The ratification of the appointment of KPMG LLP is considered a routine matter and as a result there will be no broker non-votes with respect to this proposal.
Who will count the votes?
A representative of Broadridge Financial Solutions, Inc. will act as the inspector of elections and count the votes.
Where can I find the voting results?
We will announce the preliminary voting results at the Annual Meeting. We will also publish voting results in a current report on Form 8-K that we will file with the SEC within four business days following the Annual Meeting. If on the date of this Form 8-K filing the inspector of elections for the Annual Meeting has not certified the voting results as final, we will note in the filing that the results are preliminary and publish the final results in a subsequent Form 8-K filing within four business days after the final voting results are known.
Who will pay the costs of soliciting these proxies?
We will bear the entire cost of solicitation of proxies, including preparation, assembly, printing and mailing of the Notice, or a full set of the proxy materials (including the Proxy Statement, the fiscal 2020 Annual Report and proxy card with postage-paid envelope), as applicable, and any additional information furnished to shareholders. Broadridge will assist us in distribution of the proxy materials and will provide voting and tabulation services for the Annual Meeting. We may reimburse banks, brokers, custodians and nominees for their reasonable costs of forwarding proxy materials to beneficial owners. Original solicitation of proxies may be supplemented by electronic means, mail, facsimile, telephone or personal solicitation by our directors, officers or other employees. No additional compensation will be paid to our directors, officers or other employees for such services.
What is the deadline for shareholders to propose actions for consideration at the 2022 annual meeting of shareholders?
November 15, 2021 is the deadline for shareholders to submit proposals to be included in our proxy statement under Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) for our 2022 annual meeting of shareholders. Proposals by shareholders must comply with all requirements of applicable rules of the SEC, including Rule 14a-8, and be mailed to

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8 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2021
our General Counsel and Corporate Secretary at 1725 Shepherd Road, Chattanooga, Tennessee 37421. We reserve the right to reject, rule out of order or take other appropriate action with respect to any proposal that does not comply with Rule 14a-8 and other applicable requirements.
Shareholders who wish to nominate persons for election to our Board or propose other matters to be considered at our 2022 annual meeting of shareholders must provide us advance notice of the director nomination or shareholder proposal, as well as the information specified in our Bylaws, no earlier than December 28, 2021 and no later than January 27, 2022. Shareholders are advised to review our Bylaws, which contain the requirements for advance notice of director nominations and shareholder proposals. Notice of director nominations and shareholder proposals must be mailed to our General Counsel and Corporate Secretary at 1725 Shepherd Road, Chattanooga, Tennessee 37421. The requirements for advance notice of shareholder proposals under our Bylaws do not apply to proposals properly submitted under Rule 14a-8 under the Exchange Act, as those shareholder proposals are governed by Rule
14a-8. We reserve the right to reject, rule out of order or take other appropriate action with respect to any director nomination or shareholder proposal that does not comply with our Bylaws and other applicable requirements.
Whom should I call if I have any questions?
If you have any questions about the Annual Meeting or your ownership of Company voting stock, please contact our transfer agent at:
Broadridge Corporate Issuer Solutions, Inc.
P.O. Box 1342
Brentwood, NY 11717
Internet: www.shareholder.broadridge.com
Telephone: (877) 830-4936
Email: shareholder@broadridge.com

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9 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2021
Commitment to Environmental and Social Responsibilities
The Company is committed to continually strengthening global sustainability as we lead in the innovation of everything we do from “Rock to Road”. As such, while we are proud of our longstanding commitment to sustainability, we are also committed to making informed choices that improve our corporate governance, financial strength, operational efficiency, environmental stewardship, community engagement, and resource management, and dedicated to expanding our efforts related to, and integrating, sustainability into our business strategy and operations.
Consistent with our core values of “Safety, Devotion, Integrity, Respect, Innovation,” our goal is to be recognized by our customers as the preferred supplier, by our employees as a safe, diverse, and inclusive workforce, by the industry as being at the forefront of innovation, and by our stakeholders as an ethical company. In 2020, we began implementing a plan to expand our environmental, social, and governance (“ESG”) disclosures, metrics, goals, and governance oversight. This journey commenced after extensive dialogue with our stakeholders and with the strong support of and collaboration with our Board of Directors. As part of our evolving strategy, we intend to deploy ESG-related goals and key performance indicators across our businesses, and to report on material goals and our performance results. The Company’s ESG commitment is available at https://www.astecindustries.com/esg/.
Below is a summary of some of our efforts.
ESG Oversight and Leadership
In 2020, the Company formed an ESG Steering Committee, comprised of the following executive officers and other senior officers of the Company:
Chief Executive Officer
Chief Information Officer
Senior Vice President and Chief Human Resources Officer
Senior Vice President of Administration and Investor Relations
Senior Vice President of Operational Excellence
The Board of Directors provides direct oversight of the Company’s ESG efforts as the ESG Steering Committee reports to the Nominating and Corporate Governance Committee.
In addition, all of the Company’s operations now maintain formal programs that are working on establishing goals and measuring progress towards those goals regarding reductions and disposal of hazardous substances, recycling and minimization of power consumption, among other efforts. While we do not currently track environmental metrics on a company-wide basis, the Company recognizes the value and importance of reducing its impact on the
global environment, and we comply with all applicable environmental laws and regulations by maintaining many initiatives and practices that reduce its impact on the environment. Some examples of such initiatives and practices include replacement of older, less-efficient lighting with energy efficient motion-based LED lighting, active waste recycling, and water and paper consumption reduction programs. In addition, when considering an acquisition or partnership, the Company embeds questions specific to the environment within its due diligence approach. These include claims, policies, certifications and procedures relative to environmental management. We ask these in an effort to both promote positive environmental policies and practices as well as to minimize any risk when assessing the acquisition candidate.
New Product Development and Environmental Impact
Our efforts to continue to develop environmentally friendly products build upon our rich history of such efforts. Asphalt is one of the most recycled products in the U.S., and several of our products, both new and old, have been developed with an eye towards reducing fuel consumption, eliminating smoke and smell, eliminating trucking of materials to a central site, and reducing the need for virgin oil products. These historical innovations include:
Double Barrel drum mixer (our drum inside a drum invention) that allows operators of asphalt plants to use one fuel source to both pre-heat aggregate and heat the mixing drum, thereby eliminating the need for separate fuel sources for separate drums in which to heat and mix the aggregate.
Double Barrel Green System that expands liquid asphalt as it enters into the mixing section of the asphalt plant which allows the production of asphalt at much lower temperatures and allows the use of higher amounts of recycled material, thereby eliminating smoke and smell, and reducing fuel consumption by up to 14% compared to traditional single-drum asphalt plants.
Cold planers that remove and grind the old asphalt pavement for use in new mixes.
Cold-in-place recyclers and stabilizers that recycle material thereby eliminating trucking of materials to a central site.
Firestorm water heaters, with thermal efficiency of 99 percent, are used in the production of concrete, asphalt storage tanks and terminals and other applications. This provides major savings in fuel costs compared to heating water storage tanks.
Crushing equipment which crushes recycled asphalt thereby increasing the amount of recycled material used in the mix and significantly reducing the need for virgin oil products.
GT205 track screening plants use hybrid power consisting of electricity and fuel to reduce fuel usage.

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10 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2021
Track-mounted wood chipping and recycling equipment is used to produce mulch and compost from waste wood. The unit not only reclaims fiber, but it removes material from the waste stream that fills our landfills, thus extending the life of existing landfills.
Astec machines have Tier 4 Final emissions technology that reduce particulate matter and NOx emissions.
Our new, reinvigorated product development process also includes checks for energy efficiency and environmental impact in early stages of each project. We believe that as we pursue these sustainability initiatives that support our employees, customers, and communities, these initiatives will ensure that our businesses continue to create long-term value for our shareholders.
Human Capital Management and Corporate Culture
Our employees are guided by our vision: To connect people, processes and products, advancing innovative solutions from “Rock to Road” as OneASTEC. We are also guided by our values and our code of business conduct. In everyday work, our employees embody our core values of Safety, Devotion, Integrity, Respect and Innovation and in doing so, directly contribute to our reputation. Employees take pride in their work and value learning from one another. While our employees hold our values in common, they respect different perspectives and appreciate the opportunity to work with those with diverse backgrounds. We encourage employees to become involved in their communities and many employees do contribute their time and talents to community efforts. Our employees contribute to our efforts to provide a safe and healthy workplace for all, especially through the COVID-19 pandemic.
In response to the COVID-19 pandemic, we implemented significant changes that we determined were in the best interest of our employees, partners, and the communities in which we operate, and which complied with government orders. This included having those employees who could, work from home to the extent they were able and implementing additional safety measures for our production and other employees continuing critical on-site work. Closely following the recommendations of the World Health Organization, the U.S. Centers for Disease Control and local governments, we also took the following actions to ensure our employees were safe:
adjusted work schedules to allow appropriate gaps between work-shifts enabling the proper amount of social distance between employees;
provided additional personal protective equipment to employees;
enabled employees to work from home where possible;
limited employee travel and encouraged quarantine upon return;
developed a special COVID-19 quarantine policy that mandated employees to take time off;
increased hygiene, cleaning and sanitizing procedures at all locations;
implemented temperature-taking and screening protocols for outside guests as well as employees upon entering facilities;
launched a COVID-19 task force to increase communications and ensure our employees had access to up-to-date and accurate information; and
started increasing the use of technology to hold meetings virtually where possible.
We manufacture products deemed essential to critical infrastructure industries, including health and safety, food and agriculture, and energy, and as a result, all of our production sites have continued to operate during the COVID-19 pandemic (other than our operations in Northern Ireland and South Africa that temporarily ceased manufacturing early during the pandemic as directed by their local governments). This was possible because of our investments in creating physically safe work environments for our employees.
Compensation and Benefits
We provide robust compensation and benefits. In addition to salaries, these programs, which vary by country/region, can include annual bonuses, share-based compensation awards, a 401(k) plan with employee matching opportunities, healthcare and insurance benefits, health savings and flexible spending accounts, paid time off, family leave, family care resources, flexible work schedules, adoption and surrogacy assistance, employee assistance programs, tuition assistance and on-site services at several of our sites, such as health centers and fitness centers, among many others.
Health and Safety
The well-being and safety of our employees is a paramount value for us and this is consistent with our core values. We manage safety at (and from) the highest levels, using the same tools we employ to measure and improve other aspects of business performance, such as continuous improvement, key performance indicators, scorecards and performance management. More particularly, we undertake the following actions:
provide mandatory safety trainings each month at our production facilities, which are designed to focus on empowering our employees with the knowledge and tools they need to make safe choices and to mitigate risks;
local management completes safety management courses and cascade these safety practices throughout the organization, including daily “safety huddles” for each work-shift;
we use safety scorecards, standardized signage, and visual management throughout our facilities, in addition to traditional safety training; and
regularly feature safety best practices in our employee newsletters and town halls.
Our Company aspires to reduce its lost time and recordable injuries each year. During the year ended December 31, 2020, we experienced a 15% reduction in our recordable injuries compared to the year ended December 31, 2019, including zero recordable injuries at eight of our sites. Our OSHA Incident Rate also experienced a slight decline from 1.40 for the year ended December 31, 2019 to 1.39 for the year ended December 31, 2020.

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11 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2021
Talent Development, Diversity, Equity and Inclusion
Our key talent philosophy is to develop talent from within and supplement with external hires. This approach has yielded a deep understanding among our employee base of our business, products, and customers, while adding new employees and ideas in support of our continuous improvement mindset. Our talent acquisition team uses internal and external resources to recruit highly skilled and talented workers, and we encourage employee referrals for open positions.
We provide all employees a wide range of professional development experiences, both formal and informal, at all stages in their careers. In addition, talent development and succession planning for critical roles is a cornerstone of our talent program. Development plans are created and monitored for critical roles to ensure progress is made along the established timelines.
One of our core values – Respect – reflects the behavior we strive to include in every aspect of the way we conduct business. We recognize that our best performance comes when our teams are diverse and inclusive, and accordingly, we have begun work on building diverse talent pools as part of our recruitment efforts. With the support of our Board of Directors, we continue to explore additional diversity, equity and inclusion initiatives.
We rely on our individual operating sites to regularly gather employee feedback, using the method each such site believes is most appropriate. In some instances that feedback is obtained through “Town Hall” formats; in other instances it is obtained through surveys. However the feedback is collected, the Company expects its managers to solicit and, where applicable, use employee feedback to improve its business practices and working environment. In addition, our CEO has held 10 “roundtable” sessions in 2020. In each such session, up to 10 employees sign up to participate in a virtual roundtable to ask questions about activities of the Company and provide feedback about all activities that they encounter in their employment with the Company. These roundtables (intentionally capped at 10 participants to encourage candid conversations) have provided invaluable direct feedback to our senior management to effect meaningful change around communicating the activities of the Company to all employees. We expect such roundtables to continue for the foreseeable future.
Overseeing Employee Ethical Standards and Adherence
As it relates to customers, investors, suppliers and partners, the Company is dedicated to conducting business with integrity and responsibility for the greater good. We promote honest and ethical
conduct, compliance with applicable government regulations and
accountability by all of our directors, officers and employees. When considering an acquisition or partnership, the Company embeds questions specific to human capital management within its due diligence approach. These questions are in the areas of culture, equal employment opportunity, compliance with governing bodies, ethics, as well as employee benefits. We ask these questions in an effort to ensure that the acquisition candidate is a positive cultural fit and to minimize any risk when assessing the acquisition candidate. In addition, we undertake following efforts in this arena:
Astec Code of Conduct and Ethics (“Code of Ethics”), available at https://astecindustries.com/legal/corporate-code-of-conduct.html sets forth our expectations of our employees, officers, directors and other stakeholders in respect of dealing fairly and honestly with our stakeholders: shareholders, customers, suppliers, competitors and employees. All of us are expected to behave in an ethical manner and to not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair dealing practice. Our CEO, CFO, and other senior financial officers, including site controllers, are expected to comply with additional standards of conduct that are listed under the section of the Code of Ethics entitled “Supplemental Standards for Chief Executive Officer and Other Senior Financial Officers.”
Anonymous employee hotline for reporting possible violations of Code of Ethics is administered by an outside vendor. Telephone operators for this compliance hotline have been trained to receive the calls and generate a report to be sent to the compliance officer of the Company.
Mandatory code of conduct training for all employees, including annual re-certifications.
Supplier Code of Conduct
Only suppliers who comply with the expectations detailed in our Core Values, Code of Business Conduct and Ethics, Conflict Minerals Policy, California Transparency in Supply Chain Act and contract terms and conditions will be permitted to supply materials or services to Astec. Astec verifies its supply chain through the supplier onboarding and contracting process and under our Conflict Minerals program. As part of those programs, our suppliers are expected to respect all individuals and promote the core values of dignity and honor in their operations. This includes zero tolerance for human trafficking and illegal labor practices in the supply chain. Those organizations that don’t follow our rigorous standards will not be permitted to do business with us. Our Supplier Code of Conduct is available at https://www.astecindustries.com/esg/.

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12 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2021
Shareholder
Engagement
We value our shareholders’ views and insights, and are particularly proud of our frequent and active shareholder engagement in fiscal 2020. Shareholder feedback received through this engagement is an integral part of our corporate governance practices. In fiscal 2020, with most tradeshows cancelled as a result of the COVID-19 global pandemic, we responded to the related shelter-in-place and safety measures by shifting our investor outreach online by participating in
virtual investor conferences and virtual investor meetings. A summary of recent outreach is listed below:
Participated in five investor conferences
Conducted 86 one-on-one meetings with investors
Hosted an Investor Day
Shareholder Engagement Process
The Company oversees a rigorous, deliberate and comprehensive shareholder engagement process that builds better lines of communication between investors and management. Over the last several years, our management team has engaged with a significant number of our largest shareholders to hear their perspectives about issues that are important to them, both generally and with regard to the Company. This has helped us build informed and productive relationships with our shareholders. This program complements the ongoing dialogue throughout the year among our shareholders and
our Chief Executive Officer, Chief Financial Officer, and SVP of Investor Relations on financial and strategic performance of the Company. In fiscal 2020, in addition to sharing our response to the pandemic, we focused on updating the shareholders on our transformational pillars: Simplify, Focus, and Grow.
We believe that this shareholder engagement process promotes transparency between the Board and our shareholders and builds informed and productive relationships.


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13 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2021
Shareholder Engagement Cycle
Our year-round engagement cycle with the investors is reflected below:


Please continue to share your thoughts or concerns at any time. The Board has established a process to facilitate communication by shareholders with the Board, described below.
Communications with the Board
The Board has unanimously adopted a process to facilitate written communications by shareholders to the Board. Shareholders wishing
to write to the Board or a specified director or committee of the Board should send correspondence to: Board of Directors, c/o General Counsel and Corporate Secretary, Astec Industries, Inc., 1725 Shepherd Road, Chattanooga, Tennessee 37421. The Corporate Secretary will promptly forward a copy of such communications to the members of the Board to whom the communication is directed or, if the communication is not directed to any particular member(s) or committee of the Board, to all members of the Board.

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14 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2021
BOARD OF
DIRECTORS
Our Board’s responsibility, on behalf of our shareholders, is to oversee the conduct of our Company’s business, provide advice and counsel to our Chief Executive Officer and senior management, protect our Company’s best interests and foster the creation of long-term value for our shareholders. Our Board currently consists of 11 directors, including Mr. Daniel Frierson, who is not standing for
re-election at the Annual Meeting. In connection with Mr. Frierson’s decision to not stand for re-election at the Annual Meeting, the Board has determined to decrease the size of the Board to 10 directors, effective as of the Annual Meeting. Our Board is divided into three classes with staggered three-year terms.
Name
Age
Class
Director
Since
Current
Term
Expires
Position
Committee Membership
AC
CC
NCGC
Dorey, William G
76
I
2011
2023
Former President & CEO of Granite Construction Incorporated
Chair
Gehl, William D
74
I
1999
2023
Former CEO of Gehl
Company
Potts, Charles F
76
I
2014
2023
Former CEO of Heritage Construction and Materials
Ruffalo, Barry A
51
I
2019
2023
President and CEO of
Astec Industries, Inc.
Baker, James B
75
II
2010
2021
Managing Partner of River Associates Investments, LLC
Chair
Frierson, Daniel K
79
II
1994
2021
CEO of The Dixie Group, Inc.
Outgoing
Chair
Tellock, Glen E
60
II
2006
2021
President and CEO of
Lakeside Foods
Cook, Tracey H
53
III
2018
2022
VP of Fluor & President of AMECO
Howell, Mary L
68
III
2019
2022
CEO of Howell Strategy Group
Incoming
Chair
Sansom, William B
79
III
1995
2022
CEO of The H.T. Hackney Co.
Southern, William Bradley
61
III
2018
2022
CEO of Louisiana-Pacific
AC: Audit Committee
CC: Compensation Committee
NCGC: Nominating and Corporate Governance Committee
 

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15 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2021

Summary of Director Qualifications and Experience Matrix
Our Board possesses a mix of diversity in terms of gender, background, age, skills, business experience, service on our Board and the boards of other organizations, and viewpoints. Each director is individually qualified to make unique and substantial contributions. Collectively, our directors’ diverse viewpoints and independent-mindedness enhance the quality and effectiveness of Board deliberations and decision making. This blend of qualifications, attributes, and tenure results in highly effective leadership.
The table below summarizes the skills, qualifications and attributes that are most important to us, and how the composition of our nominees for the Board meets these needs are explained in the next table.
Qualifications & Attributes
Accounting/Auditing: We operate in a complex financial and regulatory environment with disclosure requirements, detailed business processes and internal controls.
Finance: Our business involves complex financial transactions and reporting requirements. We seek to have a number of directors who qualify as audit committee financial experts (as defined by the Exchange Act), and we expect all of our directors to be financially knowledgeable. As part of this qualification, we also seek directors who have relevant risk management experience.
Government/Regulatory: As a public company and responsible corporate citizen, we expect effective oversight and transparency, and our shareholders demand it. In addition, we seek directors with experience interacting with governmental agencies because our business is directly affected by governmental actions and socioeconomic trends.
Human Resources/Compensation: Attracting and retaining motivated individuals is key to success. We progressively evaluate and enhance human capital programs and diversity and inclusion initiatives. Our compensation programs are equitable and in line with shareholder interests.
Industry Experience: Experience in the industrial goods industry provides a relevant understanding of our business, strategy and marketplace dynamics. As such, we seek to have directors with experience as executives or directors or in other leadership positions in the industries in which we participate.
International: With global operations in several countries and prospects for further expansion, international experience helps us understand opportunities and challenges.
Manufacturing/Operational Excellence: Our core competencies include the design, engineering and fabrication of heavy equipment. We employ best practices to maximize operational efficiencies.
Mergers & Acquisitions: Mergers and acquisitions provide the opportunity to grow domestically and internationally.

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16 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2021
Qualifications & Attributes
Public Company Executive Experience: Experience in leading a large, widely-held organization provides practical insights on need for transparency, accountability and integrity, driven by practical understanding of organizations, processes, strategy and risk management, and know-how to drive change and growth.
Strategy: As a publicly-traded business, strategic planning and development are the foundation of achieving success.
Technology: We embrace technology to deliver products and services to the market, manage stakeholder data and enhance the customer experience. As such, we seek directors with backgrounds in technology because our success depends on developing and investing in new technologies and access to new ideas.
Qualifications &
Attributes
Gehl
Baker
Frierson
Sansom
Howell
Tellock
Potts
Dorey
Cook
Southern
Ruffalo
Accounting/Auditing
Finance
Government/Regulatory
Human Resources/Compensation
Industry Experience
International
Manufacturing/Operational Excellence
Mergers & Acquisitions
Public Company Executive Experience
Strategy
Technology
Board Refreshment
We routinely assess the composition of the Board and aim to strike a balance between the knowledge and understanding of the business that comes from longer-term service on the Board and the fresh ideas and perspective that can come from adding new members. Since 2017, we have added four diverse and highly-qualified directors to the Board (including Mr. Ruffalo). In addition, in 2017, the Board approved a Director Transition Plan which stipulates, unless waived by a majority vote of all of the directors then on the Board, any new director that reaches his or her 75th birthday will retire from the Board following the election of new directors at the next Annual Meeting of shareholders. Under the approved plan, all directors serving on the Board as of July 27, 2017 are eligible to serve for at least one additional complete term upon the expiration of their then current term.

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Nominees for Election of Class II Directors
The Board has nominated the following directors for re-election as Class II directors for three-year terms expiring at the Annual Meeting of Shareholders in 2024:
James B. Baker

Age: 75
James Baker has been a Managing Partner of River Associates Investments, LLC and predecessor entities, a private equity investment fund which partners with management teams in buyouts, divestitures and recapitalizations of lower middle market companies since 2001. From 1993 to 2001, he was a Partner in River Associates, LLC. Mr. Baker was President and Chief Operating Officer (1991-1992) and Senior Vice President (1987-1991) of CONSTAR International, Inc., a plastics container manufacturer. Mr. Baker also formerly served as a director of Wellman, Inc. and US Xpress. Mr. Baker has been a director of the Company since 2010.
Mr. Baker’s strong background in all aspects of executing acquisitions, both in the U.S. and internationally, are valuable to the Company. He also has over 31 years of experience in strategic planning and operating decisions for middle market companies in a variety of industries. Mr. Baker, who serves as one of the financial experts of the Company’s Audit Committee, has a financial background and has had a wide range of experience in financial reporting for publicly-owned companies. He has served as an independent director on the audit committees of two public companies, had primary responsibility for the financial reporting of a public company and also worked with several public companies during his career with Arthur Andersen & Co.
Glen E. Tellock

Age: 60
Glen E. Tellock has been the President and CEO of Lakeside Foods, a privately-held international food processor, since May 2016 and plans to retire from this position effective May 2021. Previously, he served as the President and CEO of The Manitowoc Company, a manufacturer of construction and food service equipment, from May 2007 until October 2015. He also served as Chairman of the Board of The Manitowoc Company from February 2009 until October 2015. Prior to that, he served as Senior Vice President of The Manitowoc Company beginning in 1999 and President and General Manager of Manitowoc Crane Group beginning in 2002. Prior to joining Manitowoc in 1991, Mr. Tellock served as Financial Planning Manager with the Denver Post Corporation and as Audit Manager with Ernst and Whinney (now Ernst & Young, LLP). Mr. Tellock also currently serves as a director on the board of Badger Meter, Inc. Mr. Tellock has been a director of the Company since 2006.
Mr. Tellock, who serves as one of the financial experts of the Company’s Audit Committee and has previously served as an audit manager of a major accounting firm, provides the Board with extensive knowledge and experience with respect to financial reporting and risk assessment.
Accordingly, Mr. Tellock’s depth of public company leadership experience, expertise in managing complex manufacturing operations and knowledge in leading a multi-billion-dollar global company are especially valuable to the Board and management team. In addition, his knowledge of manufacturing and marketing of construction equipment both domestically and internationally provides the Board unique perspective.

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18 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2021
Continuing Directors Not Standing For Re-Election
The following Class III directors’ terms will continue until the 2022 Annual Meeting of Shareholders:
Tracey H. Cook

Age: 53
Tracey H. Cook has been a Vice President of Fluor and President of AMECO since 2014. Fluor is a Fortune 500 engineering and construction company and AMECO offerings include construction equipment, tools and scaffolding solutions. Ms. Cook joined Fluor Corporation in 1989 and, beginning in 2001, served as AMECO’s Chief Financial Officer, VP of Regional Operations for North America/Caribbean and Chief Operations Office for the business globally before becoming its President in 2014. Prior to 2001, she worked in finance on multiple projects with various industry groups in addition to new business and e-commerce initiatives for Fluor. She then transferred to AMECO where she was instrumental in divesting the North American commercial equipment dealerships in 2001. She has a B.S. in Accounting from the University of South Carolina and has completed several executive management and leadership programs including Wharton and Thunderbird. Ms. Cook has been a director of the Company since 2018.
Ms. Cook brings nearly 31 years of experience in optimizing operations, finance, international business and the construction equipment industry. As a leader at a Fortune 500 engineering and construction company, Ms. Cook is uniquely qualified to provide relevant expertise that is very valuable to the Company as it executes its strategy. Ms. Cook serves as one of the financial experts of the Company’s Audit Committee.
Mary L. Howell

Age: 68
Mary L. Howell has served as Chief Executive Officer of Howell Strategy Group, an international consulting firm, since the firm’s founding in 2010. Previously, Ms. Howell served as Executive Vice President of Textron Inc. from 1995 to 2009. She also served on the Textron Management Committee, which was composed of Textron’s top five executives responsible for the management of the company, for over 15 years. Ms. Howell served as Lead Director of the Board of Directors of Esterline Corporation, an aerospace and defense company until 2018. In addition, she serves on the Board of Vectrus, an industry-leading facilities management, logistics and network communications services company, and is a member of its Audit and Compensation Committees and Chairs the Strategy Committee. In 2008, Ms. Howell received the Charles Ruch Semper Fidelis Award and in 2010 became an Honorary Marine for her long-standing commitment to the U.S. Marine Corps and her leadership in various programs that have supported the Marine Corps mission. She graduated from the University of Massachusetts at Amherst with a Bachelor of Science Degree. Ms. Howell has been a director of the Company since 2019.
Ms. Howell has extensive experience in global operations, marketing, sales, business development and merger and acquisition transactions that strengthen the Board’s oversight of the Company’s strategic plans and enterprise risk. Ms. Howell also has significant board experience that has given her insight to sophisticated risk management practices that contributes to the Board’s oversight of the Company’s complex global operations.
William B. Sansom

Age: 79
William B. Sansom has served as the Chairman and Chief Executive Officer of The H.T. Hackney Co., a diversified wholesale food distributor in the Southeast and Midwest United States, since 1983. Formerly, Mr. Sansom served as the Tennessee Commissioner of Transportation from 1979 to 1981 and as the Tennessee Commissioner of Finance and Administration from 1981 to 1983. Mr. Sansom has also previously served as a director of the board of the Tennessee Valley Authority, including two terms as its Chairman; as a director on the board of First Horizon National Corporation; as a director of Martin Marietta Materials, Inc.; and has served as a director of Mid-American Apartment Communities. Mr. Sansom served for 15 years on the University of Tennessee Board and was vice-chairman for 8 of those years. He also served on the Wake Forest Board and the Oak Ridge National Lab Board. Mr. Sansom has been a Director of the Company since 1995.
Mr. Sansom brings over 35 years of experience as a CEO and Chairman of a diversified distribution/manufacturing company. Having also served in numerous governmental positions for the State of Tennessee, Mr. Sansom offers information and insight into areas of government relations and regulatory issues. Mr. Sansom has also previously served on the Board of Directors of the National Crushed Stone Association and has former business experience in the aggregate industry when he was the President of American Limestone Company. Currently Mr. Sansom is a major owner, with his family, in a vermiculite mining company.

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19 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2021
William Bradley Southern

Age: 61
William Bradley Southern is the current Chairman of the Board of Directors of Louisiana-Pacific (“LP”), a global leader of high-performance building solutions based in Nashville, Tennessee, where he has also served as Chief Executive Officer and a member of the Board of Directors since 2017. Mr. Southern joined LP in 1999 and led LP’s siding business from 2005 to 2015 before taking the lead for OSB operations, a position he held until he was named Chief Operating Officer in 2016. Mr. Southern began his career with MacMillan Bloedel as a forester, where he held a variety of jobs in forestry, strategic planning, finance, accounting and plant management. He has a B.S. and a master’s degree in Forest Resources, both from the University of Georgia. Mr. Southern has been a director of the Company since 2018.
Mr. Southern brings to the Company more than 20 years of experience in the building materials manufacturing industry, including three years as CEO of a high-performance building solutions company. The Company benefits from his strong focus on operational execution and his fresh insights and perspective as the Company continues to execute its strategic plan to accelerate growth, improve profitability and drive shareholder value.
The following Class I directors’ terms will continue until the 2023 Annual Meeting of Shareholders:
William G. Dorey

Age: 76
William G. Dorey served as Director, President and Chief Executive Officer of Granite Construction Incorporated from 2004 until his retirement from employment in 2010. Mr. Dorey continued to serve as a Director of Granite Construction until June 2017. Granite Construction is a publicly traded heavy civil contractor engaged in the construction and improvement of roads, mass transit facilities, airport infrastructure, bridges, dams and other infrastructure-related projects and the production of sand, gravel and asphalt concrete and other construction materials. Mr. Dorey started his career with Granite Construction in 1967 and held numerous positions over his 42 years with the company. Mr. Dorey has also served in various industry leadership roles, including founding Chairman of the Construction Industry Ethics and Compliance Initiative (CIECI) Steering Committee, trustee of the Norman Y. Mineta International Institute for Surface Transportation Policy Studies, member on the Construction Industry Round Table (CIRT), director of the California Chamber of Commerce, and director of the California Business Roundtable. Mr. Dorey has been a director of the Company since 2011.
Mr. Dorey has extensive experience within the infrastructure construction industry and his knowledge and understanding of the industry and our customer needs provides valuable insight to the Company.
William D. Gehl

Age: 74
William D. Gehl who currently serves as the Chairman of the Board of Astec Industries, also previously served as a member of the Board and Chief Executive Officer of Gehl Company, a company engaged in the manufacturing of compact construction equipment, from 1987 and 1992, respectively, until his retirement in 2009. Mr. Gehl also served as Chairman of the Board of Gehl Company from 1996 until his retirement. Since June 2011, Mr. Gehl has been an owner and Chairman of IBD of Southeastern Wisconsin, an exclusive distributor of Interstate Batteries in southeastern Wisconsin. Mr. Gehl also serves as Chairman of the Board and a Director of FreightCar America, a public company engaged in the manufacturing of railroad freight cars. Mr. Gehl is a member of the state bars of Wisconsin and Florida. Mr. Gehl has been a Director of the Company since 1999.
Mr. Gehl, having served as the CEO of a publicly owned construction equipment manufacturing company for 17 years, brings a broad range of experiences in both strategic planning and management. Mr. Gehl’s manufacturing, marketing and financing knowledge is very valuable to the Company.

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20 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2021
Charles F. Potts

Age: 76
Charles F. Potts is the Chairman of the Board of Heritage Construction and Materials, a provider of construction materials and services that operates in the Midwest United States and China. He previously served as Chief Executive Officer of Heritage Construction and Materials from 2003 thru 2012. Prior to joining Heritage Construction and Materials, Mr. Potts was employed as an executive officer of Ashland, Inc., where he served as President of APAC Inc. and Senior Vice President of Ashland Inc. Mr. Potts also served as the Director of Construction of the Florida Department of Transportation for 18 years. Mr. Potts has previously served as the Chairman of the Board of the National Center for Asphalt Technology, the International Center for Aggregates Research and the American Road and Transportation Builders Association. Mr. Potts has been a Director of the Company since 2014.
Mr. Potts brings extensive experience in, and knowledge of, the construction and aggregates industry to the Company. In addition to his executive leadership experience in the industry, he has conducted extensive research involving highway construction materials and pavement design and published the original guide specification for asphalt recycled pavements.
Barry A. Ruffalo

Age: 51
Barry A. Ruffalo has served as President and Chief Executive Officer (“CEO”) of Astec Industries since August 2019. Prior to joining Astec Industries, he was employed by Valmont Industries, a publicly-traded global producer of highly-engineered fabricated metal products, where he had served from 2015 to 2016 as Executive Vice President, Operational Excellence, from 2016 to 2017 as Group President - Energy & Mining, during 2017 as Group President - North America Structures/Energy/Mining and from 2018 to July 2019 as Group President of Global Engineered Support Structures. Preceding his career at Valmont Industries, from 2013 to 2015, Mr. Ruffalo served terms as President of the Irrigation and of the Infrastructure divisions of Lindsay Corporation, a publicly-traded global leader in proprietary water management and road infrastructure products and services.
Mr. Ruffalo, based on his current service as CEO of the Company and his prior service as an executive of two other companies, provides the Board with invaluable insight into industrial operations and knowledge of the Company’s current operations.
Retiring Director Not Standing for Re-Election
Set forth below is information about our director who is not standing for re-election at the 2020 Annual Meeting:
Daniel K. Frierson

Age: 79
Daniel K. Frierson has been the Chief Executive Officer of The Dixie Group, Inc., a public company in the floor-covering manufacturing business, since 1979 and has served as its Chairman of the Board since 1987. Mr. Frierson also previously served as a director on the board of Louisiana-Pacific Corporation until May 2017. Mr. Frierson had been a Director of the Company since 1994. Mr. Frierson, based on his more than 40 years of experience as a CEO of a public company and his service as a Director of the Company for more than 21 years, provided the Board with unique strategic planning and risk assessment experience. Mr. Frierson’s knowledge and experience in manufacturing also proved invaluable to the Company. We thank Mr. Frierson for his service to the Company.

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21 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2021
CORPORATE GOVERNANCE,
THE BOARD AND ITS COMMITTEES
Principles of Corporate Governance
Strong corporate leadership of the highest ethics and integrity has long been a major focus of the Company’s Board and management. As a result, we are committed to strong corporate governance practices. Highlights of our corporate governance practices include the following:
Currently, an independent director serves as the Chair of the Board. The Board has the responsibility to fill the positions of Chair of the Board and Chief Executive Officer as it deems best for the Company and its shareholders from time to time. The Chair of the Board has been designated to preside at the Board meetings and executive sessions so long as he or she is an independent director. In the Chair’s absence, the Board would designate another independent director to preside at these meetings.
All of the Company’s directors, other than Mr. Ruffalo, are independent, and all members of the Audit, Compensation, and Nominating and Corporate Governance Committees are independent.
The independent directors meet in executive session without management present in connection with each quarterly Board meeting.
Directors must retire as of the date of the next annual meeting of shareholders after attaining age 75. Under the approved Director Transition Plan referenced above under “Board Refreshment”, all directors serving on the Board as of July 27, 2017 are eligible to serve for at least one additional complete term upon the expiration of their then current term.
If a director experiences a material change in his or her principal professional responsibility, including retirement from any such principal professional responsibility, such director should notify the Chair of the Board of the change and offer his or her resignation for consideration by the Board, which the Board may choose not to accept.
Directors are provided with orientation and continuing education opportunities on an ongoing basis relating to performance of their duties as directors.
The purpose, composition, structure, responsibilities and duties of each of the standing Board committees are set forth in written charters approved from time to time by the Board.
The Board and each of the Board committees have authority to engage outside advisers, including an independent compensation consultant and outside legal counsel, who are independent of management to provide expert or legal advice to the directors.
The Nominating and Corporate Governance Committee from time to time reviews the governance structures and procedures of the Company and suggests improvements thereto to the full Board, which, if adopted by the full Board, are then incorporated into our Corporate Governance Guidelines.
Each director must receive a majority of the shareholder votes present, in person or by proxy at the Annual Meeting.
We do not have a “poison pill” plan in place.
Our Insider Trading Policy prohibits our directors, officers and employees from purchasing financial instruments, or otherwise engaging in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of Company Common Stock.
Independent Directors
The Company’s Common Stock is traded in the Nasdaq National Market under the symbol “ASTE.” Nasdaq requires that a majority of the directors be “independent directors,” as defined in the Rule 5605(a)(2) of the Nasdaq Rules. Generally, a director does not qualify as an independent director if the director (or in some cases, members of the director’s immediate family) has, or in the past three years has had, certain material relationships or affiliations with the Company, its external or internal auditors, or other companies that do business with the Company. The Board has affirmatively determined that all of the current directors (and director nominees), except Mr. Ruffalo, the Company’s CEO, qualify as independent directors under Nasdaq Rules and our Corporate Governance Guidelines based on an analysis of all facts specific to each director.
Board Leadership Structure and Risk Oversight
William D. Gehl currently serves as Chairman of the Board and as such presides over and sets the agenda for meetings of the Board. At certain times in the past, primarily when the CEO of the Company also served as the Chairman of the Board, the Board also appointed a Lead Independent Director. During late 2019, the Board decided to leave the position of Lead Independent Director unfilled as long as a non-executive of the Company serves as Chairman of the Board. We believe the Board’s current leadership structure facilitates the Board’s oversight of the Company’s risk management. The Company’s Board of Directors will periodically review its leadership structure to ensure that it remains the optimal structure for the Company and its shareholders.
The full Board has primary responsibility for evaluating strategic and operational risk management, and succession planning. Management informs the Board of the operational and financial risks the Company is facing, and the Board reviews the steps that

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22 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2021
management is taking to address and mitigate such risks. The Audit Committee maintains responsibility for overseeing our major financial and accounting risk exposures and the steps management has taken to monitor and control these exposures, including policies and procedures for assessing and managing risk, as well as oversight of compliance related to legal and regulatory exposure and cybersecurity. The Compensation Committee evaluates risks arising from our compensation policies and practices, as more fully described below. The Audit Committee and Compensation Committee provide reports to the full Board regarding these and other matters.
Board Meetings and Attendance
The Company’s expectation is that all directors attend all meetings of the Board of Directors and committees on which they serve and the Annual Meeting of shareholders. During fiscal 2020, the Board of Directors held nine meetings in person or telephonically, and the Board’s committees held the meetings described below. During fiscal 2020, each director attended at least 75% of the aggregate of: (1) the total number of meetings of the Board of Directors held during their term as a director and (2) the total number of meetings held by all committees of the Board on which the director served. All of the Company’s directors who were serving in such capacity at such time were in attendance at the Company’s 2020 Annual Meeting of shareholders. The independent directors meet in executive sessions at least four times a year after each quarterly board meeting.
Board Committees
During fiscal 2020 and currently, the Company’s Board of Directors had and has an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. Certain information regarding the Board’s committees is set forth below.
Audit Committee
The Audit Committee, established in accordance with Section 3(a)(58)(A) of the Exchange Act, annually reviews and recommends to the Board the firm to be engaged as the independent registered public accounting firm for the next year, reviews with the independent registered public accounting firm the plan and results of the auditing engagement, reviews the scope and results of the Company’s procedures for internal auditing and inquires as to the adequacy of the Company’s internal controls over financial reporting. During fiscal 2020, the Audit Committee held four meetings. The members of the Audit Committee during fiscal 2020 were, and currently are, Directors Baker (Chairman), Cook, Dorey, Frierson, Gehl, Howell, Potts, Sansom, Southern and Tellock. Mr. Baker, Ms. Cook and Mr. Tellock have been designated by the Board as Audit Committee financial experts. All members of the Audit Committee are independent (as independence is defined in the Nasdaq Rules). The Board of Directors has adopted a written charter for the Audit Committee. A copy of the Company’s current Audit Committee charter can be found on the Company’s website at www.astecindustries.com.
Compensation Committee
The Compensation Committee is authorized to evaluate, determine and approve the compensation of our executive officers , including our named executive officers with the exception of our CEO. Our Compensation Committee is also authorized to consider and recommend to the full Board the compensation of our CEO, the executive compensation plans and policies of the Company, and to administer the Company’s stock incentive plans. The Compensation Committee is also responsible for reviewing and recommending to the Board of Directors for approval any changes to the compensation program for non-employee directors.
The members of the Compensation Committee during fiscal 2020 were and currently are Directors Dorey (Chairman), Baker, Cook, Southern and Tellock. During fiscal 2020, the Compensation Committee held four meetings. All members of the Compensation Committee are independent (as independence is defined in the Nasdaq Rules). The Board of Directors has adopted a written charter for the Compensation Committee. A copy of the Company’s current Compensation Committee charter can be found on the Company’s website at www.astecindustries.com. Pursuant to its charter, the Compensation Committee may form and delegate any of its responsibilities to one or more subcommittees comprised of one or more members of the Committee.
The Compensation Committee’s primary processes and procedures for establishing and overseeing executive compensation can be found in the Compensation Discussion and Analysis section beginning on page 31 of this Proxy Statement. The Company’s Chief Executive Officer typically attends Compensation Committee meetings but is not present for the executive sessions or for any discussion of the CEO’s own compensation. The Company’s Chief Executive Officer has historically given the Compensation Committee a performance assessment and compensation recommendation for each of the other named executive officers. Those recommendations are then considered by the Compensation Committee when approving executive officer compensation.
Compensation Committee Interlocks and Insider Participation
During fiscal 2020, none of the members of the Compensation Committee had any relationship with the Company requiring disclosure under Item 404 of Regulation S-K. In addition, during fiscal 2020, none of our executive officers served on the board of directors or the compensation committee (or equivalent) of the board of directors of another entity whose executive officer(s) served on our Board of Directors or our Compensation Committee. None of the members of the Compensation Committee was an officer or employee of the Company during fiscal 2020 or at any time in the past.
Nominating and Corporate Governance Committee
The Nominating and Corporate Governance Committee interviews, evaluates, nominates and recommends individuals for membership on the Company’s Board and committees thereof and is responsible for establishing and periodically reviewing and revising the Company’s corporate governance policies and principles. The members of the Nominating and Corporate Governance Committee during fiscal 2020 were, and currently are, Directors Frierson (Outgoing Chair), Howell (Incoming Chair), Potts and Sansom. The Nominating and Corporate Governance Committee held one

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23 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2021
meeting in fiscal 2020 and has approved the Director nominations submitted in this Proxy Statement. All members of the Nominating and Corporate Governance Committee are independent (as independence is defined in the Nasdaq Rules). In connection with Mr. Frierson’s decision to not stand for re-election at the Annual Meeting, Ms. Howell will be appointed as the Chair of the Nominating and Corporate Governance Committee effective at the Annual Meeting.
The Nominating and Corporate Governance Committee acts under a written charter adopted by the Board of Directors. A copy of the current Nominating and Corporate Governance Committee’s charter is available on the Company’s website at www.astecindustries.com.
Director Nomination Process
The Nominating and Corporate Governance Committee will consider written recommendations from shareholders for Company nominees to the Board. A shareholder who wishes to recommend a director candidate may do so by submitting the candidate’s name, resume and biographical information and qualifications to the attention of the General Counsel and Corporate Secretary, Astec Industries, Inc. at 1725 Shepherd Road, Chattanooga, Tennessee 37421. All recommendations received by the General Counsel and Corporate Secretary will be presented to the Nominating and Corporate Governance Committee for its consideration. The Nominating and Corporate Governance Committee will consider those candidates who meet the criteria described below, and the Nominating and Corporate Governance Committee will recommend to the Board nominees who best suit the Board’s needs.
In order for a shareholder to make a nomination (rather than a recommendation) of a director candidate for election at an upcoming annual meeting of shareholders, such shareholder’s nomination must comply with the requirements set forth in the Company’s Advance Notice Bylaws provision. See the heading “Shareholder Proposals” below for additional information.
The Nominating and Corporate Governance Committee recommends nominees for election to the Board based on a number of qualifications, including but not limited to, independence, character and integrity, diversity, financial literacy, education and business experience, sufficient time to devote to the Board, and a commitment to represent the long-term interests of the Company’s shareholders. There are no differences in the manner in which the Nominating and Corporate Governance Committee evaluates a candidate that is recommended for nomination for membership on the Company’s Board by a shareholder.
The Nominating and Corporate Governance Committee identifies potential Company nominees for director through a variety of business contacts, including current executive officers, directors, community leaders and shareholders. The Committee may also, to the extent it deems appropriate, retain a professional search firm and other advisors to identify potential nominees for director.
The Nominating and Corporate Governance Committee evaluates candidates to the Board by reviewing their biographical information and qualifications. If the Nominating and Corporate Governance Committee determines that a candidate is qualified to serve on the Board, such candidate is interviewed by at least one member of the Nominating and Corporate Governance Committee and the Chief Executive Officer. Members of the Board also have an opportunity to interview qualified candidates. As described above, the Committee will also consider candidates recommended by shareholders. The Nominating and Corporate Governance Committee then determines,
based on the background information and the information obtained in the interviews, whether to recommend to the Board that the Company nominate a candidate for approval by the shareholders to fill a directorship. With respect to an incumbent director whom the Nominating and Corporate Governance Committee is considering as a potential nominee for re-election, the Committee reviews and considers the incumbent director’s service to the Company during their term, including the number of meetings attended, level of participation, and overall contribution to the Company in addition to such person’s biographical information and qualifications. The Nominating and Corporate Governance Committee gives strong consideration to a wide range of diversity factors as a matter of practice when evaluating candidates to the Board and incumbent directors, but the Committee does not have a formal policy regarding Board diversity.
In evaluating candidates to the Board, the Nominating and Corporate Governance Committee also takes into account the skill sets that are needed to balance and complement the skill sets of other candidates and members of the Board, and the skills and expertise of candidates that facilitate the Company’s compliance with the rules of the SEC and Nasdaq Rules.
The Board is nominating Mr. Baker and Mr. Tellock for election as Class II directors at the Annual Meeting, each of whom is currently a director. The Nominating and Corporate Governance Committee recommended each of the four nominees to the Board.
Anti-Hedging Policy
Pursuant to our Insider Trading Policy, our directors, officers and employees are prohibited from purchasing financial instruments, or otherwise engaging in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of Company Common Stock, such as such as prepaid variable forward contracts, equity swaps, collars, and exchange funds.
Related Party Transactions
The Company recognizes that transactions between the Company and any of its related persons (as such term is defined in Item 404(a) of Regulation S-K of the Exchange Act) can present potential or actual conflicts of interest or create the appearance that Company decisions are based on considerations other than the best interests of the Company and its shareholders. Therefore, as a general matter, it is the Company’s preference to avoid such transactions. Nevertheless, the Company recognizes that there are situations where such transactions may be in, or may not be inconsistent with, the best interests of the Company. Therefore, the Company has adopted a written policy with respect to related person transactions which requires either the Company’s Audit Committee or the Company’s Compensation Committee to review and, if appropriate, to approve or ratify any such transactions. Pursuant to the Company’s written policy, any transaction in which the Company is or will be a participant and the amount involved exceeds $120,000, and in which any of the Company’s related persons had, has or will have a direct or indirect material interest, must be reviewed, and if appropriate, approved or ratified by either the Audit Committee or the Compensation Committee.
There were no related person transactions during fiscal 2020 that would have required approval under the Company’s related party transaction policy.

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24 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2021
Director Compensation
Name(1)
Fees Earned
Paid in Cash
($)(2)
Stock
Awards
($)(3)
Total
($)
James B. Baker
81,250
100,000
181,250
Tracey H. Cook
72,875
100,000
172,875
William G. Dorey
19,375
161,250
180,625
Daniel K. Frierson
79,250
100,000
179,250
William D. Gehl
120,625
100,000
220,625
Mary L. Howell
72,875
100,000
172,875
Charles F. Potts
13,000
161,250
174,250
William B. Sansom
22,060
161,250
183,310
William Bradley Southern
72,875
100,000
172,875
Glen E. Tellock
74,250
100,000
174,250
(1)
Mr. Ruffalo, our CEO, served as a director of the Company during fiscal 2020, but is not included in this section because he received no compensation for serving as a director.
(2)
Reflects annual retainers and supplemental annual retainers earned under the Company’s non-employee directors compensation plan and paid in cash, as described below.
(3)
Reflects the grant date fair value of (i) restricted stock units granted as payment of each director’s annual stock award, (ii) Common Stock awards granted as payment of the director’s annual retainer, with respect to Messrs. Dorey and Sansom, and (iii) deferred stock awards granted as payment of the director’s annual retainer, with respect to Mr. Potts, in each case pursuant to the Company’s non-employee directors compensation plan, as described below. The fair value of awards of Common Stock, restricted stock units and deferred stock was determined by reference to the market price of the underlying shares on the grant date and in accordance with FASB ASC Topic 718.
The following table shows the aggregate number of restricted stock units and deferred stock awards held by each director:
Director
Restricted
Stock Units
Deferred
Stock Awards
Mr. Baker
2,494
Ms. Cook
2,494
Mr. Dorey
2,494
Mr. Frierson
2,494
7,195
Mr. Gehl
2,494
17,967
Ms. Howell
2,494
Mr. Potts
2,494
8,983
Mr. Sansom
2,494
Mr. Southern
2,494
Mr. Tellock
2,494
Material Terms of Non-Employee Directors Compensation Plan
Our director compensation program provides for both cash and equity compensation for our non-employee directors.
Annual Retainers. All non-employee directors receive an annual board retainer fee of $65,000, which they individually elect to receive in the form of cash, stock or deferred stock.

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Supplemental Annual Retainers. Any non-employee director who serves as the Board’s non-Executive Chairman or Lead Director or serves on any Board committee receive a supplemental annual retainer as follows:
Service Description
Amount
Non-Executive Chairman
$50,000
Lead Director (if appointed)
$20,000
Audit Committee Chair
$15,000
Compensation Committee Chair
$10,000
Nominating and Corporate Governance Committee Chair
$10,000
Audit Committee member
$8,000
Compensation Committee member
$5,000
Nominating and Corporate Governance Committee member
$5,000
Annual Stock Award. Each non-employee director receives a grant of restricted stock units equal in value to $100,000 on the grant date on the day following each year’s annual shareholder meeting. The restricted stock units vest and convert to shares of Company Common Stock on the day prior to the next Annual Meeting of shareholders, unless the director makes an election to defer the receipt of the shares.
Non-employee directors may elect to defer the receipt of Common Stock received as payment of the annual retainer or upon conversion of restricted stock units issued as their annual stock award until the
earlier of (i) his or her termination of service as a director, or (ii) another designated date at least three years after the date of such deferral election. If any dividends or other rights or distributions of any kind were distributed to shareholders prior to the non-employee director’s receipt of his or her deferred shares, an amount equal to the cash value of such distribution was credited to a deferred dividend account for the non-employee director. The deferred dividend account provided the non-employee director with the right to receive additional shares of Common Stock having a fair market value as of the date of the dividend distribution equal to the cash value of the distributions.

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26 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2021
PROPOSAL 1: ELECTION OF DIRECTORS
The Board of Directors of the Company is divided into three classes, with the term of office of each class ending in three successive years. The terms of directors of Class II expire with this Annual Meeting. The directors of Class I and Class III will continue in office until the 2023 and 2022 Annual Meetings of shareholders, respectively. At the present time, there are four directors serving in each of Classes I and III and three directors serving in Class II, including Mr. Frierson who
has decided not to stand for re-election at the Annual Meeting. In connection with Mr. Frierson’s decision to not stand for re-election at the Annual Meeting, the Board has determined to decrease the size of the Board to 10 directors and the Class II directorships to two directorships, effective as of the Annual Meeting. The shareholders are being asked to vote for the re-election of the two director nominees below to serve as Class II directors.
Name
Position with Astec
James B. Baker
Director
Glen R. Tellock
Director
The relevant experiences, qualifications, attributes and skills of each nominee that led the Board to recommend them as a nominee for director are described in the section entitled “Board of Directors—Nominees for Election of Class II Directors” beginning on page 17 above.
The persons appointed as proxies will vote the shares represented by the proxy appointment in favor of the election to the Board of Directors of each of Mr. Baker and Mr. Tellock, unless the authority to vote for any or all of the nominees is withheld or such appointment has
previously been revoked. Each Class II director will be elected to hold office until the 2024 Annual Meeting of shareholders and thereafter until a successor has been duly elected and qualified. In the event that any nominee is unable to serve (which is not anticipated), the persons appointed as proxies will cast votes for the remaining nominees and for such other persons as they may select.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE ELECTION OF EACH OF THE NOMINEES.

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27 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2021
EXECUTIVE OFFICERS
The executive officers of the Company and their ages are as follows:
Name
Age
Position(s)
Barry A. Ruffalo
51
President and Chief Executive Officer
Rebecca A. Weyenberg
57
Chief Financial Officer
Matthew T. Litchfield Sr.
46
Chief Information Officer
Anshu Pasricha
41
General Counsel and Corporate Secretary
Timothy A. Averkamp
49
Group President
Jaco Van der Merwe
48
Group President
Reuben Srinivasan
57
Senior Vice President and Chief Human Resources Officer
Rebecca A. Weyenberg

Age: 57
Rebecca A. Weyenberg has served as Chief Financial Officer since December 2019. From 2017 to 2019, she served as Vice President of Global Finance Operations for Welbilt, Inc. (NYSE: WBT). Prior to her work with Welbilt, she served as Chief Financial Officer and Assistant General Manager for Berkeley Hall Club, a premier golf club in Bluffton, South Carolina, from 2015 to 2017. Previously, she served as Vice President, Global Processes, Standards and Shared Services from 2010 to 2015 and as Vice President Finance, North American Region with AGCO Corporation (NYSE: ACGO), from 2006 to 2010.
Matthew T. Litchfield Sr.

Age: 46
Matthew T. Litchfield Sr. has served as Chief Information Officer since September 30, 2019. Before joining Astec Industries, he was Vice President of Information Technology at JD Norman Industries from November 2014 to September 2019. Prior to joining JD Norman, he was Global IT Director at Methode Electronics, Inc. from 2010 to 2014. Mr. Litchfield has a Bachelor of Science in Computer Science and a Master of Business Administration, concentrating in International Business. He has managed global information technology teams for 25 years, including those at Cobra Electronics Corp. and Enesco, LLC.
Anshu Pasricha

Age: 41
Anshu Pasricha has served as General Counsel since October 2020, and as General Counsel and Corporate Secretary since December 2020. Prior to his employment with the Company, Mr. Pasricha was an equity shareholder with Koley Jessen, PC, LLO in Omaha, Nebraska, where he specialized in mergers and acquisitions, divestitures, joint ventures, commercial transactions, and provided counsel to his clients on strategic positioning in transactions, restructurings, and in expanding in international markets. Mr. Pasricha began his career in law in New York in 2007, first as an associate with Sullivan & Cromwell LLP, based out of New York and Melbourne, Australia offices, and then with White & Case LLP, based out of its New York office. Mr. Pasricha graduated from SUNY Buffalo with a Master of Science in Electrical Engineering and a Juris Doctor, and also completed graduate coursework in international trade and economic geography. During law school, Mr. Pasricha served as the editor-in-chief of the Buffalo Law Review, and as a judicial intern to the late former Chief United States Judge Donald C. Pogue of the United States Court of International Trade in New York.

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28 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2021
Timothy A. Averkamp

Age: 49
Timothy A. Averkamp has served as a Group President since November 2020. Upon joining Astec in November 2019, he was appointed Group President, Construction Machinery Solutions. Prior to joining Astec Industries, he worked for Deere & Company for 22 years in various leadership positions. His positions included President of the Transaxle Manufacturing of America Joint Venture (JV) business between Deere and Yanmar/Kanzaki, Director of Business Partner Integration (BPI) over Deere’s JV businesses with Hitachi Construction Equipment Company, Director BPI over the partnership businesses with Bell Equipment, Engineering Manager Advanced R&D (Construction/Forestry Equipment), Product Marketing Manager, amongst other technical and commercial positions.
Jaco van der Merwe

Age: 48
Jaco van der Merwe has served as a Group President since January 2019 after having previously served as Group President - Energy since August 2016. From 1998 until 2016, he held various leadership positions at Epiroc (formerly part of Atlas Copco) including, among others, Vice President Marketing for the Deephole Drilling group (2013 to 2016) and President/General Manager for the Mining and Rock Excavation Customer Center (2010 to 2013). Mr. van der Merwe’s career with Atlas Copco began as a Quality Manager in 1998. Prior to joining Atlas Copco, he held various positions at Denel Aviation.
Reuben Srinivasan

Age: 57
Reuben Srinivasan has served as Senior Vice President and Chief Human Resources Officer since March 2020. Prior to his employment with Astec, Mr. Srinivasan was employed with W.W. Williams, a diversified solutions provider in mechanical service & repair, power generation, and warehousing & logistics, from October 2019 until March 2020, as Vice President, Human Resources. From September 2017 until December 2018, Mr. Srinivasan was employed by Alliant Energy (NASDAQ: LNT) as Vice President, Human Resources & Safety. Prior to that, Mr. Srinivasan worked with Lindsay Corporation (NYSE: LNN) from January 2013 until September 2017. Mr. Srinivasan has spent over 30 years in managing global human resources with companies such as Volkswagen Group and Trimble Inc.

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29 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2021
SENIOR OFFICERS
Certain other senior officers of the Company and their ages are as follows:
Name
Age
Position(s)
Stephen C. Anderson
57
Senior Vice President, Administration and Investor Relations
Michael Norris
52
Senior Vice President, International and Aftermarket Sales
Gregory G. Oswald
56
Senior Vice President, Operational Excellence
Mark Roth
46
Senior Vice President, Corporate Development and Strategy
Todd Burchett
51
Vice President, Strategic Accounts
Jamie E. Palm
​43
Vice President, Chief Accounting Officer and Corporate Controller
Stephen C. Anderson

Age: 57
​Stephen C. Anderson has served as Senior Vice President of Administration and Investor Relations since 2011 and 2003, respectively. He was Secretary of the Company from January 2007 to December 2020. Mr. Anderson has been a Director of Astec Insurance Company since 2007. He was Vice President of Astec Financial Services, Inc. from 1999 to 2002. Prior to his employment with the Company, Mr. Anderson spent a combined 14 years in commercial banking with SunTrust and AmSouth Banks.
Michael Norris

Age: 52
Michael Norris has served as Senior Vice President of International & Aftermarket Sales since January 2021. Mr. Norris joined the Company in January of 2018 and previously served as Vice President of International from October 2019. Prior to that, Mr. Norris served as VP of Global Aftermarket for Filtec Ltd. for two years. Prior to joining Filtec Ltd., Mr. Norris worked in the Mining and Construction industry for 18 years in various leadership roles in Sandvik Mining & Construction and Boart Longyear.
Gregory G. Oswald

Age: 56
Gregory G. Oswald has served as Sr. Vice President of Global Operational Excellence since October 2019. Before joining the Company, he was SVP, Global Operations at Lindsay Corporation (NYSE: LNN) from 2017 to 2019, VP of North America Operations from 2009 to 2017 and Director of lean manufacturing from 2008 to 2009.

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30 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2021
Mark Roth

Age: 46 
Mark Roth has served as Sr. Vice President of Corporate Development & Strategy since February 2021. Prior to joining the Company, he was President of GuidePath Capital, LLC, a consulting firm providing advisory to companies in M&A and strategy. Mr. Roth served as Vice President of Corporate Development & Treasurer at Lindsay Corporation (NYSE: LNN), from January 2004 to February 2018. Prior to Lindsay, Mr. Roth was an Associate from 2001 to 2004, with McCarthy Group, Inc., a Midwest-based investment bank and private equity fund.
Todd Burchett

Age: 51
Todd Burchett has served as Vice President, Strategic Accounts since September 2020. Before joining Astec, from 2019 to 2020, he was Vice President of Mining and Industrial at Derrick Corporation. From 2012 to 2019, he held various commercial leadership positions at Rexnord Corporation including Director of Global Strategic Accounts. Preceding his career at Rexnord, he managed the commercial and business operation teams in the Belt Systems Product group at Caterpillar from 2005 to 2012.
Jamie E. Palm

Age: 43
Jamie E. Palm has served as Vice President, Chief Accounting Officer and Corporate Controller since November 2020. Prior to her employment with the Company, Ms. Palm was employed by ConnectWise, LLC, where she served as Vice President, Controller since June 2020. From March 2019 to June 2020, Ms. Palm served as Vice President, Corporate Controller and Chief Accounting Officer at Welbilt, Inc. (NYSE: WBT), and as Vice President, Corporate Controller from September 2017 to March 2019. Prior to Welbilt, Inc., Ms. Palm was Assistant Controller at Quality Distribution, Inc., from February 2017 to September 2017. She held financial reporting and finance roles of increasing responsibility with Bloomin’ Brands, Inc. (NASDAQ: BLMN), from 2012 to 2017 and was the Finance Director at Syniverse Technologies LLC, from 2009 to 2012. Ms. Palm began her career in public accounting at Ernst & Young LLP, where she worked from 2002 to 2009. Ms. Palm earned a Master of Accountancy degree and a Bachelor of Arts degree in accounting from the University of South Florida and is a certified public accountant.

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31 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2021
COMPENSATION DISCUSSION AND ANALYSIS
Overview
In the paragraphs that follow, we will give an overview and analysis of our compensation programs and policies, the material compensation decisions we have made under those programs and policies, and the material factors that we considered in making those decisions. This section includes, among other things, an explanation of the overall objectives of our compensation program, what it is designed to reward, and each element of the compensation that we pay. Later in this proxy statement under the heading “Executive Compensation,” you will find a series of tables containing specific information about the compensation earned or paid in fiscal 2020 to the following individuals, who we refer to as our named executive officers:
Barry A. Ruffalo, President and Chief Executive Officer (“CEO”)
Rebecca A. Weyenberg, Chief Financial Officer (“CFO”)
Timothy A. Averkamp, Group President
Jaco G. van der Merwe, Group President
Stephen C. Anderson, Senior Vice President, Administration and Investor Relations
Jeffrey M. Schwarz, former Group President
The discussion below is intended to help you understand the detailed information provided in the various tables included herein, and to put that information into context within our overall compensation program.
Objectives of Our Compensation Program
Our objectives with respect to the Company’s executive compensation program are to:
attract and retain qualified personnel who are critical to the Company’s long-term success and the creation of shareholder value;
create a strong link between executive officer compensation and the Company’s annual and long-term financial performance; and
encourage the achievement of Company performance goals by utilizing a performance-based incentive structure that is a combination of annual cash awards and stock grants.
In order to be effective, we believe our executive compensation program should effectively link Company performance with executive compensation, thereby aligning the interests of our executives with those of our shareholders. We seek to provide direct compensation that is competitive within the marketplace, and believe that a large portion of total compensation should be performance-based and in the form of annual cash incentives and long-term equity awards.
What we do:
What we don’t do:
Benchmark compensation levels of our executive officers against target median of our compensation peer group
Provide employment contracts
Engage an independent compensation consultant who reports directly to the Compensation Committee
Provide significant perquisites
Maintain a high percentage of executive pay as “at risk” compensation
Provide guaranteed bonuses or long-term incentive awards
Align targets for performance-based compensation to shareholder interests
Permit engaging in short-term, hedging or speculative transactions involving Company’s Common Stock
Maintain meaningful share ownership requirements for executive officers and directors
Provide single-trigger change in control features
Manage and assess risk in compensation programs annually
Provide gross-up payments to cover personal income taxes or excise tax for payments made in connection with a change of control
Mitigate undue risk by having a clawback policy with respect to performance-based compensation
Periodically, and at least annually, seek shareholder feedback on our executive compensation

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32 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2021
How We Determine and Assess Executive Compensation
Our Compensation Committee of the Board of Directors, composed entirely of independent directors, reviews, determines and approves the base salaries, annual cash incentives, long-term incentives and other compensation of our executive officers, including our named executive officers, with the exception of our CEO. The Compensation Committee performs the same review process regarding the compensation of our CEO but recommends any changes to the CEO’s compensation to the full Board for final approval. Our Compensation Committee is also responsible for making recommendations to the Board with respect to the Company’s executive compensation policies and the adoption of stock and benefit plans.
Our Compensation Committee’s policy is to set senior executive pay at sufficiently competitive levels to attract, retain, and motivate highly talented individuals to contribute to our goals, objectives, and overall financial success. Compensation decisions for named executive officers are reviewed and approved by the Compensation Committee on the basis of the financial performance of the Company and a subjective assessment of a number of factors, which fall into three general categories:
Company performance factors, including financial and operational performance of our businesses. Generally, annual cash incentives are based on achievement of performance goals relating to adjusted earnings before interest, taxes, depreciation and amortization (Adjusted EBITDA), working capital turnover (WCT) and an employee safety metric, and long-term incentive compensation is earned based on achievement of performance goals relating to return on invested capital (ROIC) and total shareholder return over one-, two- and three-year performance periods.
Individual performance factors, including a named executive officer’s management, leadership, staff development, contribution to the Company’s growth, scope of responsibilities and experience and an assessment of such officer’s future performance potential.
Competitive market practices, including information provided by outside compensation consultants.
In fiscal 2018, the Compensation Committee retained Arthur J. Gallagher & Co.’s Human Resources & Compensation Consulting Practice (“Gallagher”) to perform a compensation study and market analysis, and to assist with recommendations for compensation levels for the Company’s executives and other senior leadership positions to ensure that our compensation was sufficiently competitive relative to our industry. The study’s results were used as a general guide and reference point in determining 2019 compensation, including compensation for the Company’s CEO, CFO and certain other executive officers who were hired in fiscal 2019. This compensation study was again reviewed and considered in connection with setting fiscal 2020 compensation levels and redesigning the annual and long-term incentive programs for our executive officers.
With Gallagher’s assistance, the Compensation Committee reviewed and analyzed competitive market data as background information in connection with setting fiscal 2019 and fiscal 2020 compensation levels and to obtain a general understanding of current compensation practices. Data sources included industry-specific and size-adjusted published survey data. In addition, the Compensation Committee compared compensation opportunities for our executive officers with pay opportunities available to executive officers in comparable positions at similar companies (our “Peer Group”). Our Peer Group that was used as a general reference point in setting fiscal 2020 compensation for our executive officers consisted of the following 17 comparably-sized companies from the industrial manufacturing industry, each with significant international revenue:
Alamo Group Inc.
Lindsay Corporation
Altra Industrial Motion Corporation
Manitowoc Co.
Circor International Inc.
Nordson Corporation
​Columbus McKinnon Corporation
SPX Corporation
​Commercial Vehicle Group
Standex International
​Enerpac Tool Group (f/k/a/ Actuant Corporation)
The Shyft Group, Inc.
Enpro Industries, Inc.
Toro Company
Federal Signal Corporation
Wabash National Corporation
Greenbrier Companies, Inc.
Starting May 2020, the Compensation Committee retained and sought input from Frederic W. Cook & Co., Inc. (“FW Cook”), its independent compensation consultant, in its decision-making process. The Compensation Committee assessed the independence of FW Cook pursuant to SEC and Nasdaq Rules. In doing so, the Committee considered each of the factors set forth by the SEC and Nasdaq with respect to a compensation consultant’s independence. The Committee also considered the nature and amount of work performed by FW Cook and the fees paid for those services in relation to the firm’s total revenues. FW Cook did not perform any separate additional services for management. On the basis of its consideration of the foregoing and other relevant factors, the Compensation Committee concluded that FW Cook was independent
and that there were no conflicts of interest. FW Cook reports directly to the Compensation Committee, and the Compensation Committee has the sole authority to retain or dismiss the consultant, and to obtain its advice at Company’s expense.
During fiscal 2020, the Compensation Committee worked with FW Cook to: assess our executive compensation structure, review considerations and market practices related to short-term incentive plans and long-term equity incentive program design; collect comparative compensation levels for each of our executive officer positions, which included assessment of our executive officers’ base salaries, short-term annual incentive targets and long-term equity compensation levels; review our equity compensation strategy; and

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33 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2021
review other market practices and trends. The market context and other information provided by FW Cook are among many factors that the Compensation Committee considers when making its decisions. FW Cook also assisted in the preparation of the Company’s public filings with regard to executive compensation, and provided advice on our 2021 Equity Incentive Plan in respect of market practices. FW Cook did not recommend a change in our Peer Group in connection with its work in fiscal 2020, but may do so in the course of its advice to the Compensation Committee in fiscal 2021.
The independent consultant will continue to periodically advise the Compensation Committee as to trends in executive compensation and also provide specialized studies or expert advice as requested with respect to executive compensation issues, in each case in order to assist the Compensation Committee and work on its behalf on matters related to the Compensation Committee’s purposes and responsibilities as set forth in the Compensation Committee charter, which is available through the Investor Relations section of our website at www.astecindustries.com. FW Cook will meet with the Compensation Committee at least once a year and attend regular Compensation Committee meetings in person or by telephone as requested.
Consideration of Last Year’s Advisory Shareholder Vote on Executive Compensation
At the Annual Meeting of Shareholders on April 30, 2020, approximately 97.59% of the shares voted were cast to approve the compensation of the Company’s named executive officers, as
discussed and disclosed in the 2020 Proxy Statement. The Board and the Compensation Committee appreciate and value the views of our shareholders. The results of this advisory vote on executive compensation shows that the compensation paid to our named executive officers and the Company’s overall pay practices were supported by a vast majority of the shares voted. No specific changes were made in the compensation paid to our executive officers due to the results of this advisory vote.
Currently, our policy is to have an advisory vote on executive compensation every year. This is based on the results of the shareholder vote at the Annual Meeting of Shareholders on April 27, 2017. A vote to recommend the frequency of advisory shareholder votes on the compensation of executive officers is required every six years, and accordingly, a vote to recommend the frequency of such votes in the future will occur at the 2023 Annual Meeting.
Elements of Our Compensation Program
In fiscal 2020, the principal elements of our executive compensation program, and the purposes for each element, were as follows
Component
Objectives
Key Features
Base Salary
Recognizes market pay information, as well as individual experience, performance and level of responsibility
Reasonable level of fixed compensation designed to attract and retain talent
Annual cash incentive
Motivates and establishes a strong link between pay and performance
Variable, at risk compensation directly tied to the achievement of financial and strategic annual goals
Long-term equity incentive
Aligns management compensation with creating long-term shareholder value and retains talent through multiyear vesting; Facilitates stock ownership by employees
Time-based restricted stock units (RSUs) and performance-based restricted stock units (PSUs) that vest based on continued employment and satisfaction of performance goals
In addition to the above described key components, the Company’s executive officer compensation program also includes certain limited perquisites and executive benefits, including contributions to the Company’s Supplemental Executive Retirement Plan (“SERP”), a non-qualified deferred compensation plan (“Deferred Compensation Plan”) permitting the participants in the plan to defer a portion of their base salary and/or annual bonus (which plan became effective January 1, 2021), as well as other benefits that are generally available to all employees of the Company, including medical and 401(k) plans.
Base Salary
Base salary is the fixed component of our named executive officers’ total direct compensation, as opposed to at-risk compensation based on performance. The Compensation Committee reviews base salaries on an annual basis and base salary increases for named executive officers, when given, historically have reflected a cost of living adjustment, with further increases approved by the Compensation Committee based on a subjective assessment of a number of factors

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34 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2021
as discussed above. Base salary changes for the CEO are approved by the Company’s full Board. All base salary changes for other Company executives are approved by the Board’s Compensation Committee.
In determining base salaries for the named executive officers each year, the Compensation Committee considers evaluations and recommendations provided by the Company’s CEO regarding whether adjustments to base compensation of the other named
executive officers are warranted (each of whom report directly to the CEO), its own observations, and information provided by compensation consultants. In recommending changes to the CEO’s base salary, to the full Board for approval, the Compensation Committee considers its own observations and assessments with respect to individual performance, the CEO’s leadership of the Company and information provided by outside compensation consultants.
After considering these factors, and discussing proposed salaries for the other NEOs with the CEO, the Compensation Committee approved annual salaries for the NEOs (with the indicated percentage increases), effective January 1, 2020:
Executive Officer
2020 Base Salary
Percentage Change
Mr. Ruffalo
$750,000
0.0%
Ms. Weyenberg
$375,000
0.0%
Mr. Averkamp
$320,000
0.0%
Mr. van der Merwe
$380,000
22.6%
Mr. Anderson
$274,481
​15.0%
Mr. Schwarz
$375,000
27.5%
Changes to the compensation for Messrs. Anderson, Schwarz, and van der Merwe were to bring their compensation in line with similarly situated executives in our industry, and were based in part on Gallagher’s compensation study and market analysis completed in 2018. These changes also served to retain these executives in light of significant management changes in late 2019.
Annual Cash Incentive Compensation
We provide annual cash incentive opportunities to motivate and reward the NEOs for achievement of financial results and key business objectives. For fiscal 2020, the Compensation Committee revised our annual incentive plan (AIP) to better ensure it is aligned with our short-term strategy and to adjust our programs to be more aligned with market practice. The primary components of this new program are discussed below.
A target bonus opportunity is set for each NEO as a percentage of base salary, with the percentage varying depending their position, based on a review of competitive market practices and internal equity. For 2020, the AIP target amounts for the NEOs were as follows:
Executive Officer
Target Incentive (% of
Base Salary)
Target Incentive ($)
Mr. Ruffalo
100%
$750,000
Ms. Weyenberg
70%
$262,500
Mr. Averkamp
60%
$192,000
Mr. van der Merwe
60%
​$228,000
Mr. Anderson
50%
$137,240
Mr. Schwarz
​60%
$225,000
In order to earn any annual incentive, a plan trigger goal must be achieved. For fiscal 2020, the plan trigger goal was achieving at least 65% of a target Adjusted EBITDA goal, or $64 million. Assuming the plan trigger goal was achieved, actual incentive amounts that could be earned by the NEOs for 2020 ranged from 50% (for performance at threshold levels) to a maximum of 200% (for performance above target levels) of their respective target bonus amounts, based on the level of achievement of performance goals relating to three key metrics: Adjusted EBITDA (weighted 50%), Working Capital Turnover (weighted 35%), and a non-financial metric related to employee safety (weighted 15%). Performance goals for the CEO, CFO and other corporate officers relate 100% to total Company performance, while awards to Group Presidents relate 50% to overall Company performance and 50% to their respective Group’s performance. We chose Adjusted EBITDA (defined below) as a new AIP performance metric for fiscal 2020 because we believe it is the most efficient short-term measure of operating performance, profitability and cash flow. We chose Working Capital Turnover (defined below) as a new AIP performance metric for fiscal 2020 because it is an important indicator of how efficiently we use our working capital to support our sales, which we believe is critical to our success. We retained the non-financial metric related to employee safety as an AIP performance metric because we believe the safety of our employees is of paramount importance and should always be a high priority in measuring our success.

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35 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2021
Weighting
Threshold
Target
Maximum
Actual 2020
Results
Actual Payout
as a % of
Target
Adjusted EBITDA(1)
50%
$79.1M
$98.98M
$118.7M
$83.9M
​63%
Working Capital Turnover(2)
35%
3.0
3.7
4.4
​2.6
​0.0%
Safety Metrics(3)
15%
1.35
1.08
0.81
​1.26
​66%
Payout % (% of Target)
50%
100%
200%
​41%
(1)
Adjusted EBITDA is a non-GAAP financial measure that is defined as net income before interest, income taxes, depreciation and amortization, further adjusted for gains or losses outside the normal scope of our ordinary activities including but not limited to restructuring costs, asset impairments, gains or losses on the sale of assets or businesses, and other items of income, expense, gain or loss, that, in the case of each of the foregoing are identified in the publicly filed reports.
(2)
Working capital turnover ratio is a formula that calculates how efficiently the company utilizes working capital to support sales and growth. Working capital is current assets minus current liabilities. The working capital turnover ratio is calculated as follows: annual net sales divided by the average amount of working capital during the same year.
(3)
Safety Metric derived from the United States Occupational Safety and Health Administration Incident Rate, which compares the Company’s safety performance against a national or state average, and is defined as the number of work-related injuries per 100 full-time workers during a one-year period.
Based on achievement on the performance goals in fiscal 2020, the Compensation Committee approved the following 2020 AIP bonus payments for the NEOs: Mr. Ruffalo, $299,250; Ms. Weyenberg $104,738; Mr. Averkamp, $45,504; Mr. van der Merwe, $128,136; and Mr. Anderson, $54,759. Mr. Schwarz resigned from the Company effective November 20, 2020, and did not receive a 2020 AIP bonus.
2020 Discretionary Bonuses
The Compensation Committee approved the payment of discretionary bonuses for fiscal 2020 to the named executives officers in recognition of significant contributions to the success of the Company during a period when the Company’s revenue and earnings were negatively impacted by COVID-19, which resulted in reduced amounts being earned by the NEOs under the AIP for fiscal 2020. The Committee believed the payment of discretionary bonuses was appropriate because although COVID-19 did have a negative impact on revenue and earnings, the Committee believes the Company nevertheless performed well under the unprecedented circumstances of fiscal 2020. The amount of discretionary bonus for each named executive officer was determined to be an amount which, when combined with the AIP bonus earned by the executive, would equal approximately 60% of the executive’s AIP target bonus amount for fiscal 2020. The amounts of discretionary bonuses paid to the NEOs were as follows: Mr. Ruffalo, $149,625; Ms. Weyenberg $52,369; Mr. Averkamp, $69,752; Mr. van der Merwe, $64,068; and Mr. Anderson, $27,379. Mr. Schwarz resigned from the Company effective November 20, 2020, and did not receive a discretionary bonus.
Long-Term Incentive Compensation
Grants of equity based compensation are designed to create a strong and direct link between executive officer pay and shareholder return and to enable executive officers to develop and maintain a long-term position in the Company’s common stock. Prior to fiscal 2020, the Company’s stock incentive program provided for grants of time-vesting restricted stock units that were granted based on prior achievement of performance goals over a three-year period under the Company’s 2016 Restricted Stock Unit Program (the “2016 RSU Program”), as described below. In early 2020, the 2016 RSU Program was discontinued, and participants (including certain of the named executive officers) received final grants of RSUs under the 2016 RSU Program for the most recently completed three-year
performance period ending December 31, 2019, and partial grants of RSUs in recognition of progress towards achievement of performance goals under two performance periods that had not yet been completed as of termination of the program. In addition, in March 2020, the named executive officers received awards of both time-vesting and performance-based RSUs under a new equity incentive program, described below.
Final Grants under 2016 Restricted Stock Unit Program
The 2016 Restricted Stock Unit Program provided participants with an annual opportunity to be granted time-vesting RSUs with a target value equal to a percentage of their base salary, with an opportunity to earn up to 200% of their respective target award, based on achievement of performance goals. Performance was measured over a three-year period, with overlapping cycles beginning each year. Following completion of each three-year performance period, achievement of performance goals was determined, and participants were granted RSUs having a grant date value equal to the earned award value, subject to an additional three-year vesting schedule (so, in effect, the awards were subject to a six-year vesting schedule).
The performance goals under the 2016 RSU Programs were based on pre-tax profit margin and total shareholder return relative to a peer group (“TSR”), as further described below. The pre-tax margin goal for our CEO and other corporate executives was based on the entire corporation, whereas the pre-tax margin goals for our Group Presidents was based partially on the results of the entire corporation and partially on group results.

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36 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2021
The actual number of RSUs that could be earned for each performance period was based on the level of achievement of two performance metrics as follows:
Performance Matrix for Corporate Executive Officers
Performance Goals and Payout Percentages
Performance Metric
Weighting (% of
Target Award)
Threshold
(0% Payout)
Target
(100%
Payout)
Maximum
(200%
Payout)
Pre-Tax Profit Margin - Corporate
70%
3%
7%
11%
Total Shareholder Return
30%
25th percentile
50th percentile
75th percentile
Performance Matrix for Group Presidents
Performance Goals and Payout Percentages
Performance Metric
Weighting (% of
Target Award)
Threshold
(0% Payout)
Target
(100%
Payout)
Maximum
(200%
Payout)
Pre-Tax Profit Margin - Corporate
20%
3%
7%
11%
Pre-Tax Profit Margin - Group
50%
5%
10%
15%
Total Shareholder Return
30%
25th percentile
50th percentile
75th percentile
The Company’s performance through December 31, 2019, after certain adjustments approved by the Company’s Board related to restructuring charges, pellet plant related losses and intangible asset amortization, resulted in stock award values being earned by named executive officers for the three-year performance period ended December 31, 2019, in the amounts shown in the chart below. In addition, in connection with the termination of the 2016 RSU Program in early 2020, participants received partial RSU grants in recognition of progress towards achievement of performance goals under two performance periods that would have ended on December 31, 2020 and December 31, 2021, respectively. For these performance periods, actual performance through December 31, 2019 was combined with an assumed performance at target level for the remainder of the performance period to determine award values deemed to be earned by the named executive officers, which award
values were then reduced by 50% in recognition of the fact that the performance periods were in process and had not been completed. The number of RSUs granted was determined based upon the Company’s stock price on the date of grant in late February 2020. RSUs granted in February 2020 will vest and convert into shares of the Company’s common stock in equal annual installments on the first, second and third anniversary of the grant date; subject to the individual’s continued employment (other than in certain cases, such as retirement after reaching age 65).
Award values earned by and RSUs granted to certain of our NEOs under the 2016 RSU Program for performance through December 31, 2019, are set forth in the table below. Ms. Weyenberg and Mr. Averkamp, both of whom joined the Company in late 2019, did not participate in the 2016 RSU Program.
1/1/17 – 12/31/19
Performance Period
1/1/18 – 12/31/19 and
1/1/19 – 12/31/19 Partial
Performance Periods
LTIP
Award
Earned ($)
RSUs
Granted
LTIP
Award
Earned ($)
RSUs
Granted
Mr. Ruffalo
69,957
1,810
Mr. van der Merwe
53,144
1,375
168,784
​4,367
Mr. Anderson
52,177
1,350
88,238
​2,283
Mr. Schwarz
114,907
2,973
148,609
​3,845
Initial Grants under New Restricted Stock Unit Program
We changed our long-term incentive program for fiscal 2020 to be more in line with market practice and to encourage our key executives to have greater share ownership and better alignment with our shareholders. We will continue to have a portion of our equity
incentive earned based on long-term performance, but we are also adding a time-based element to the program which will encourage retention and foster a greater sense of ownership in our Company.
Effective March 16, 2020, the Committee approved equity awards to key employees, including the named executive officers, consisting of time-based restricted stock units (RSUs) and performance-based restricted stock units (PSUs). RSUs comprise 50% of the fiscal 2020

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37 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2021
total LTI value, and will vest in equal installments on the first three anniversaries of the grant date, subject to the participant’s continued employment with the Company. PSUs comprise the remaining 50% of the total LTI value awarded in fiscal 2020, and can be earned in amounts between 0% and 200% of a target award amount. With respect to the PSUs granted in fiscal 2020, one-third of the award had a one-year performance period and will vest and be earned on the first anniversary of the grant date; one-third of the award had a two-year performance period and will vest and be earned on the second anniversary of the grant date; and one-third of the award had a three-year performance period and will vest and be earned on the third anniversary of the grant date. Future awards of PSUs (beginning with PSUs granted in fiscal 2021) are expected to have a single, three-year performance period and will vest and be earned on the
third anniversary of the grant date. The amount of PSUs earned will be based on the level of achievement of performance goals relating to two metrics:
Return on invested capital (ROIC) accounts for 50% of the total PSU award value. ROIC has historically been tied to shareholder value, and supports a disciplined approach to capital management. While a similar metric has been a part of the AIP in prior years, we believe that this return measure is more appropriate as a long-term measure going forward.
Total shareholder return (TSR) relative to a peer group accounts for the remaining 50% PSU award value. This metric has been used as a performance measure for RSU awards since 2016, and measures our stock price performance relative to a custom peer group.
The Committee approved awards of RSUs and PSUs for each NEO having an intended target grant value equal to a percentage of his or her salary, as follows: Mr. Ruffalo, 150%; Ms. Weyenberg, 130%; Messrs. Van der Merwe, Averkamp and Schwarz, 110%; and Mr. Anderson, 60%. The intended target grant values and the number of RSUs and PSUs granted to each NEO were as follows:
Time-Based RSUs
​PSUs - ROIC
PSUs - TSR
Target
Award
Value ($)
Awards
Granted
Target
Award
Value ($)
Awards
Granted
(at target)
Target
Award
Value ($)
Awards
Granted
(at target)
Mr. Ruffalo
562,500
19,505
281,250
9,752
281,250
9,752
Ms. Weyenberg
243,750
8,452
121,875
4,226
121,875
4,226
Mr. van der Merwe
​196,000
6,799
98,000
​3,400
98,000
​3,400
Mr. Averkamp
​176,000
6,103
88,000
3,052
88,000
3,052
Mr. Anderson
82,250