8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report:    May 19, 2025

(Date of earliest event reported)

ALBANY INTERNATIONAL CORP.

(Exact name of registrant as specified in its charter)

Delaware	1-10026	14-0462060
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S Employer Identification No.)

216 Airport Drive Rochester, New Hampshire	03867
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code       603-330-5800

None

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.001 par value per share	AIN	The New York Stock Exchange (NYSE)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter).

☐    Emerging growth company

¨    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of Chief Financial Officer

On May 16, 2025, the Albany International Corp. (“the Company”) Board of Directors accepted the resignation of Robert Starr, its Chief Financial Officer and interim Principal Accounting Officer, effective May 23, 2025, and the Company entered into a Voluntary Separation Agreement and General Release (the “Agreement”) with Mr. Starr. Mr. Starr, who tendered his resignation on May 16, 2025, has agreed to continue in his position until the effective date. He has been the Company’s Chief Financial Officer since April 10, 2023, and interim Principal Accounting Officer since March 20, 2025. His departure is not related to any issues or disagreements regarding the Company’s financial statement disclosures or accounting policies or practices. Pursuant to the terms of the Agreement, Mr. Starr will receive separation pay in the amount of $250,000, Company-paid COBRA for six months and will be relieved of any obligation to repay relocation expenses. Any previously awarded but unvested restricted stock units will be forfeited, and any previously awarded performance share units shall cease vesting as of May 23, 2025, but shall be earned and paid according to the terms of the award agreements.

The foregoing summary of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full and complete text of the Voluntary Separation Agreement and General Release which will be filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.

Appointment of interim Chief Financial Officer

The Company also announced that Jairaj (JC) Chetnani, its Vice President – Investor Relations and Treasurer, has been appointed interim Chief Financial Officer to succeed Mr. Starr while a formal search is conducted. Mr. Chetnani will also assume the role of interim Principal Accounting Officer.

Mr. Chetnani, age 54, has been with the Company since 2023, first as Vice President – FP&A & Treasurer, then as Vice President – Investor Relations & Treasurer. He has over 27 years of financial experience in various industries, including the last 12 years in Aerospace & Defense. His experience spans a breadth of corporate finance functions, including treasury, capital markets, M&A, financial planning and analysis, as well as investor relations. Before joining Albany, Mr. Chetnani spent ten years at Kaman Corporation, at the time a publicly-traded manufacturer serving the aerospace & defense, industrial and medical markets. He joined Kaman in 2013 as Vice President – Treasurer and became Vice President – Corporate Development & Treasurer in 2021.

Mr. Chetnani holds a Bachelor of Commerce in Accounting and a Master of Management Studies from the University of Mumbai, and an MBA from Indiana University.

A summary of Mr. Chetnani’s material terms of compensation is attached as Exhibit 99.2, which is incorporated by reference herein.

Item 7.01 Regulation FD Disclosure

On May 19, 2025, the Company issued a press release announcing Mr. Starr’s resignation and Mr. Chetnani’s appointment. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. The information in Item 7.01 of this Current Report on Form 8-K is furnished and shall not be treated as filed for purposes of the Securities Exchange Act of 1934, as amended.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibit is being furnished herewith:

99.1    Press release dated May 19, 2025.

99.2    Summary of Mr. Chetnani’s compensation terms.

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ALBANY INTERNATIONAL CORP.
By:	/s/ Gunnar Kleveland
Name:	Gunnar Kleveland
Title:	President and Chief Executive Officer
	(Principal Executive Officer)

Date: May 19, 2025

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release dated May 19, 2025.
99.2	Summary of Chetnani compensation terms.
104	Inline XBRL cover page.

EX-99.1

Exhibit 99.1

NEWS RELEASE                    

Albany International Announces CFO Transition

Rochester, New Hampshire, May 19, 2025 – Albany International Corp. (NYSE:AIN) announced today that its Board of Directors has accepted the resignation of its Chief Financial Officer, Robert Starr, effective May 23, 2025. The Company further announced that its Board of Directors has appointed Jairaj (JC) Chetnani, its Vice President – Investor Relations and Treasurer, as interim Chief Financial Officer as it conducts a formal search for Mr. Starr’s successor. Mr. Chetnani also assumes the role of Principal Accounting Officer.

Mr. Starr has informed the Company that he is stepping away from his role to evaluate and pursue other opportunities. “It has been my pleasure to serve as CFO of Albany International and to work with such a talented team of professionals.” said Mr. Starr. “ I am proud of the role I have played at the Company and am confident that it is well placed for long term success.”

Gunnar Kleveland, Albany’s President and Chief Executive Officer, said “I have valued my time and collaboration with Rob. He had answered the call of my predecessor to fill an unexpected vacancy in the CFO position, notwithstanding the fact that the Company had already announced its plan to embark on a new CEO search. I appreciate all that he has done to welcome me and ease my transition into the role. I am happy for Rob and join with the rest of the Albany team in wishing him all the best.”

Mr. Chetnani has been with the Company since 2023, first as Vice President – FP&A & Treasurer, then as Vice President – Investor Relations & Treasurer. He has over 27 years of extensive financial experience in various industries, including the last 12 years in Aerospace & Defense. His experience spans a breadth of corporate finance functions, including treasury, capital markets, M&A, financial planning and analysis, as well as investor relations.

“I am very pleased the Board has appointed JC as our interim CFO,” Kleveland continued “ He will provide continuity as we conduct our search. His experience and familiarity with the Company, its strategy and its stakeholders will ensure a seamless transition.”

About Albany International Corp.

Albany International is a leading developer and manufacturer of engineered components, using advanced materials processing and automation capabilities, with two core businesses.

•Machine Clothing is the world’s leading producer of custom-designed, consumable belts essential for the manufacture of paper, paperboard, tissue and towel, pulp, non-wovens and a variety of other industrial applications.

•Albany Engineered Composites is a growing designer and manufacturer of advanced materials-based engineered components for demanding aerospace applications, supporting both commercial and military platforms.

Albany International is headquartered in Rochester, New Hampshire, operates 30 facilities in 13 countries, employs approximately 5,400 people worldwide, and is listed on the New York Stock Exchange (Symbol: AIN). Additional information about the Company and its products and services can be found at www.albint.com.

# # #

Investor / Media Contact:

JC Chetnani

VP - Investor Relations and Treasurer

jc.chetnani@albint.com

EX-99.2

Exhibit 99.2

Summary of Chetnani Compensation Terms

Position	Interim Chief Financial Officer, effective May 23, 2025 (the "Effective Date").
Term	Employment at will. Employment may be terminated by Mr. Chetnani or Albany International Corp. ("the Company") at any time.
Base Salary	Interim base salary at the rate of $471,042 per year.
Incentives	Mr. Chetnani remains eligible for the long and short-term incentives previously awarded to him, as follows:
Short-Term Incentive	Mr. Chetnani will be eligible for a short-term incentive award for service performed in 2025 under the Company's 2023 Incentive Plan, to be determined and paid in cash during early 2026. Under this award, he will be entitled to receive between 0% and 200% of a target award, equal to $119,360, based on Company performance with respect to three (3) metrics relating to Adjusted EBITDA, free cashflow and safety.
Long-Term Incentive	Mr. Chetnani will also be eligible to receive a long-term incentive, which will be structured in two separate grants. The first such grant will be an award of performance share units (“PSU Award”) under the Company's 2023 Incentive Plan, to be determined and paid in shares of Company stock during early 2028. Under this award, he will be entitled to receive between 0% and 200% of a target award, based on performance goal attainment during the three-year performance period, and paid in shares of Company stock early in the year after the end of the three-year performance period. The target opportunity for the award would be 747 shares of Company stock. For this award, the performance goal will be a specified level of Company performance with respect to three (3) metrics relating to Adjusted EBITDA, return on invested capital and relative total shareholder return. The second grant will be a share-settled restricted stock unit award (“RSU Award”), also under the Company’s 2023 Incentive Plan. Under this award, he will be entitled to receive one-third of the award grant on the first three anniversaries of the grant date. The award grant for the 2025 RSU Award would be 747 shares of Company stock.
Additional Retention RSU	Mr. Chetnani shall be eligible for a retention incentive in the form of two Awards, provided his is still employed with the Company on the respective grant and vest dates. The first such retention incentive shall be granted on June 1, 2025, and shall vest on December 1, 2025. The second such retention incentive shall be granted on September 1, 2025, and vest on March 1, 2026. Under these awards, he will be entitled to receive the entire award grant on the vest date. Each retention RSU Award grant shall be for the number of shares of Company stock equal to $75,000 at the time of grant.
Other Benefits	Mr. Chetnani will be entitled to four weeks of vacation with pay per year unless the Company's vacation policy applicable to executive officers provides for a greater period. Mr. Chetnani will otherwise be eligible to participate in all of the Company's employee benefit plans, policies and arrangements applicable to other executive officers generally, including, without limitation, relocation, 401(k), healthcare, vision, life insurance and disability; in each case, as the same may exist from time to time.

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Cover Page	May 19, 2025
Cover [Abstract]
Document Type	8-K
Entity File Number	1-10026
Entity Registrant Name	ALBANY INTERNATIONAL CORP.
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	216 Airport Drive
Entity Tax Identification Number	14-0462060
Entity Address, Postal Zip Code	03867
City Area Code	603
Local Phone Number	330-5800
Trading Symbol	AIN
Entity Emerging Growth Company	false
Entity Central Index Key	0000819793
Security Exchange Name	NYSE
Amendment Flag	false
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Stock, $0.001 par value per share
Entity Address, City or Town	Rochester
Entity Address, State or Province	NH
Document Period End Date	May 19, 2025