Fiscal year 2025 executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.
Each company listed discloses AP in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named AP in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| J. Brett McBrayer | $718,750 | $0 | $701,782 | $0 | $600,953 | $0 | $43,975 | $2,065,460 |
| Chief Executive Officer | ||||||||
| Michael McAuley | 488,750 | 0 | 239,574 | 0 | 287,214 | 0 | 29,500 | 1,045,038 |
| Senior Vice President, Chief Financial Officer and Treasurer | ||||||||
| Samuel Lyon | 478,750 | 0 | 221,694 | 0 | 266,910 | 0 | 27,500 | 994,854 |
| President of Union Electric Steel | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| J. Brett McBrayer | $2,065,460 | $2,220,507 | — | −155,047 |
| Michael McAuley | 1,045,038 | 1,106,117 | — | −61,079 |
| Samuel Lyon | 994,854 | 1,119,988 | — | −125,134 |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
No insider equity transactions reported since the proxy statement.
| Executive | Award | Grant date | Threshold | Target | Granted | Maximum | Grant-date fair value |
|---|---|---|---|---|---|---|---|
| Samuel Lyon | PSU | — | — | — | 42,240 | — | — |
| Michael McAuley | PSU | — | — | — | 43,200 | — | — |
| J. Brett McBrayer | PSU | — | — | — | 129,600 | — | — |
Grant-level vehicle detail not disclosed.
% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Michael McAuley | PSU | 101,469 | — | $540,830 |
| Samuel Lyon | PSU | 97,525 | — | 519,808 |
| Michael McAuley | RSU | 49,912 | — | 266,031 |
| Samuel Lyon | RSU | 46,497 | — | 247,829 |
The compensation program is designed to provide a competitive structure that retains top performers, incentivizes individual performance, and enhances shareholder value in a responsible manner. It features a balanced mix of salary and performance-driven annual and long-term incentive award opportunities, with a significant portion of compensation tied to objective performance metrics and long-term shareholder returns.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | Pay Governance LLC |
| Clawback policy | true |
| Anti-hedging | true |
| Anti-pledging | true |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-05-08 | 10,273,057 | 674,478 | 47,016 | 93.84% | Passed |
| 2025 | 2025-05-08 | 14,343,278 | 415,618 | 7,391 | 97.18% | Passed |
| 2024 | 2024-06-04 | 13,903,153 | 660,916 | 13,020 | 95.46% | Passed |
| 2023 | 2023-05-18 | 14,414,160 | 318,515 | 44,151 | 97.84% | Passed |
| 2022 | 2022-05-05 | 9,299,653 | 362,631 | 179,779 | 96.25% | Passed |
| 2021 | 2021-05-13 | 13,333,318 | 352,940 | 1,259,931 | 97.42% | Passed |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2026 | 2026-05-08 | 93.84%a |
| 2025 | 2025-05-08 | 97.18%b |
| 2024 | 2024-06-04 | 95.46%c |
a. Approved under the standard stated in the filing — “accordingly "withhold" votes and abstentions will have no effect on the outcome of Proposal 1.”.
b. Approved under the standard stated in the filing — “As a result, abstention votes will have no effect on the outcome of the Say-on-Pay Proposal, Omnibus Plan Proposal and BDO Ratification Proposal.”.
c. Approved under the standard stated in the filing — “As a result, abstention votes will have no effect on the outcome of the Say-on-Pay Proposal and BDO Ratification Proposal.”.
Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Laurence E. PaulIndependent · Board Chair · Executive Committee (Chair) | $91,718 | $28,765 | — | — | $0 | $120,483 |
| James J. AbelIndependent · Audit Committee · Not standing for re-election | 77,187 | 28,765 | — | — | 0 | 105,952 |
| Robert A. DeMichieiIndependent · Audit Committee (Chair) · Executive Committee · Nominating and Governance Committee | 68,750 | 28,765 | — | — | 0 | 97,515 |
| William K. LiebermanIndependent · Compensation Committee · Executive Committee · Nominating and Governance Committee (Chair) | 62,500 | 28,765 | — | — | 0 | 91,265 |
| Elizabeth A. FessendenIndependent · Compensation Committee (Chair) · Executive Committee | 61,406 | 28,765 | — | — | 0 | 90,171 |
| Michael I. GermanIndependent · Audit Committee | 60,312 | 28,765 | — | — | 0 | 89,077 |
| Darrell L. McNairIndependent · Compensation Committee · Nominating and Governance Committee | 56,875 | 28,765 | — | — | 0 | 85,640 |
| Stephen E. PaulIndependent · Departed during FY | 22,031 | 0 | — | — | 0 | 22,031 |
| Fredrick D. DiSantoIndependent · Departed during FY | 20,156 | 0 | — | — | 0 | 20,156 |
| J. Brett McBrayerEmployee director · Executive Committee | — | — | — | — | — | 0 |
| Annual cash retainer | $50,000 |
|---|---|
| Annual equity retainer | $70,000 |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 15,000 / 10,000 / 7,500 |
| Stock ownership guideline | $150,000 |
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $520,935 |
| Equity awards (grant-date value) | $201,355 |
| All other compensation | $0 |
| Total cost of the board | $722,290 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.
Of the companies Ampco Pittsburgh names as compensation peers, which name it back in their own disclosed peer groups. A peer set the market reciprocates reads differently from one selected in a single direction.
Reciprocity shown where the peer's own current proxy has been read — each mark is cited in the register to that peer's filing. A dash means the peer's current proxy was read and names no reciprocal group including Ampco Pittsburgh.
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | Insteel Industries, Inc. | 2025 | H.o. Woltz III | $750,000 | $562,506 | $562,489 | $1,500,000 | $3,447,259 |
| 2 | Douglas Dynamics, Inc. | 2025 | Mark Van Genderen | 651,421 | 1,110,239 | 0 | 1,219,611 | 3,008,565 |
| 3 | Thermon Group Holdings, Inc. | 2025 | Bruce Thames | 715,035 | 1,299,963 | 0 | 543,620 | 2,579,122 |
| 4 | Gorman-Rupp Company | 2025 | Scott King | 717,500 | 750,000 | 0 | 0 | 2,187,652 |
| 5 | Ampco Pittsburgh | 2025 | J. Brett McBrayer | 718,750 | 701,782 | 0 | 600,953 | 2,065,460 |
| 6 | Hurco Companies, Inc. | 2025 | Gregory Volovic | 675,800 | 1,249,991 | 0 | 0 | 2,023,603 |
| — | FreightCar America, Inc. | — | — | — | — | — | — | not in coverage universe |
| — | Ascent Industries Co. | — | — | — | — | — | — | not in coverage universe |
| — | Northwest Pipe Company | — | — | — | — | — | — | not in coverage universe |
| — | DMC Global Inc. | — | — | — | — | — | — | not in coverage universe |
| — | L.B. Foster Company | — | — | — | — | — | — | not in coverage universe |
| — | Core Molding Technologies, Inc. | — | — | — | — | — | — | not in coverage universe |
| — | Twin Disc, Incorporated | — | — | — | — | — | — | not in coverage universe |
Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
| Company | Annual incentive payout | Long-term vehicle mix | PSU measures include TSR | Compensation consultant |
|---|---|---|---|---|
| Ampco Pittsburgh | not disclosed | PSU 67 · RSU 33 | not disclosed | Pay Governance LLC |
| Ascent Industries Co. | not disclosed | not disclosed | not disclosed | not disclosed |
| Core Molding Technologies, Inc. | not disclosed | not disclosed | not disclosed | not disclosed |
| DMC Global Inc. | not disclosed | not disclosed | not disclosed | not disclosed |
| Douglas Dynamics, Inc. | 174.2% | PSU 50 · RSU 50 | Yes — Relative TSR | Frederic W. Cook & Co, Inc. |
| FreightCar America, Inc. | not disclosed | not disclosed | not disclosed | not disclosed |
| Gorman-Rupp Company | not disclosed | PSU 60 · RSU 40 | No | Semler Brossy Consulting Group |
| Hurco Companies, Inc. | not disclosed | PSU 55 · RSU 45 | No | Pay Governance, LLC |
| Insteel Industries, Inc. | 200% | RSU 50 · Options 50 | not disclosed | Pearl Meyer & Partners, LLC |
| L.B. Foster Company | not disclosed | not disclosed | not disclosed | not disclosed |
| Northwest Pipe Company | not disclosed | not disclosed | not disclosed | not disclosed |
| Thermon Group Holdings, Inc. | 76% | PSU 65 · RSU 35 | No | Mercer, LLC |
| Twin Disc, Incorporated | not disclosed | not disclosed | not disclosed | not disclosed |
Read from each company's Compensation Discussion and Analysis: annual incentive payout as a percentage of target, the disclosed long-term vehicle mix, whether performance-share measures include a total shareholder return component, and the retained compensation consultant. “Not disclosed” appears only where the company's filing does not state the item.
Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, J. Brett McBrayer | DEF 14A | 2026-03-27 | 0001193125-26-127659 | Section “Summary Compensation Table” · page 40. As printed: 2,065,460. Filing ↗machine: r3 · c14 · span 1153868–1153877 |
| 2 | Section 01, Michael McAuley | DEF 14A | 2026-03-27 | 0001193125-26-127659 | Section “Summary Compensation Table” · page 40. As printed: 1,045,038. Filing ↗machine: r6 · c14 · span 1168928–1168937 |
| 3 | Section 01, Samuel Lyon | DEF 14A | 2026-03-27 | 0001193125-26-127659 | Section “Summary Compensation Table” · page 40. As printed: 994,854. Filing ↗machine: r9 · c14 · span 1184291–1184298 |
| 4 | Section 03, Samuel Lyon PSU | DEF 14A | 2026-03-27 | 0001193125-26-127659 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 1100066–1100072 |
| 5 | Section 03, Michael McAuley PSU | DEF 14A | 2026-03-27 | 0001193125-26-127659 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 1091450–1091456 |
| 6 | Section 03, J. Brett McBrayer PSU | DEF 14A | 2026-03-27 | 0001193125-26-127659 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 1085551–1085558 |
| 7 | Section 08, Laurence E. Paul | DEF 14A | 2026-03-27 | 0001193125-26-127659 | Section “Director Compensation”. As printed: 120,483. Filing ↗machine: span 518030–518037 |
| 8 | Section 08, James J. Abel | DEF 14A | 2026-03-27 | 0001193125-26-127659 | Section “Director Compensation”. As printed: 105,952. Filing ↗machine: span 476034–476041 |
| 9 | Section 08, Robert A. DeMichiei | DEF 14A | 2026-03-27 | 0001193125-26-127659 | Section “Director Compensation”. As printed: 97,515. Filing ↗machine: span 482034–482040 |
| 10 | Section 08, William K. Lieberman | DEF 14A | 2026-03-27 | 0001193125-26-127659 | Section “Director Compensation”. As printed: 91,265. Filing ↗machine: span 506037–506043 |
| 11 | Section 08, Elizabeth A. Fessenden | DEF 14A | 2026-03-27 | 0001193125-26-127659 | Section “Director Compensation”. As printed: 90,171. Filing ↗machine: span 494040–494046 |
| 12 | Section 08, Michael I. German | DEF 14A | 2026-03-27 | 0001193125-26-127659 | Section “Director Compensation”. As printed: 89,077. Filing ↗machine: span 500037–500043 |
| 13 | Section 08, Darrell L. McNair | DEF 14A | 2026-03-27 | 0001193125-26-127659 | Section “Director Compensation”. As printed: 85,640. Filing ↗machine: span 512034–512040 |
| 14 | Section 08, Stephen E. Paul | DEF 14A | 2026-03-27 | 0001193125-26-127659 | Section “Director Compensation”. As printed: 22,031. Filing ↗machine: span 519880–519886 |
| 15 | Section 08, Fredrick D. DiSanto | DEF 14A | 2026-03-27 | 0001193125-26-127659 | Section “Director Compensation”. As printed: 20,156. Filing ↗machine: span 483887–483893 |
| 16 | Section 08, J. Brett McBrayer | DEF 14A | 2026-03-27 | 0001193125-26-127659 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 17 | Section 06, 2026 vote | Form 8-K | 2026-05-12 | 0001193125-26-218107 | Item 5.07 · say-on-pay result. As reported: 93.84% (votes for as printed: 10,273,057). Filing ↗ |
| 18 | Section 06, 2025 vote | Form 8-K | 2025-05-09 | 0000950170-25-068111 | Item 5.07 · say-on-pay result. As reported: 97.18% (votes for as printed: 14,343,278). Filing ↗ |
| 19 | Section 06, 2024 vote | Form 8-K | 2024-06-05 | 0000950170-24-069082 | Item 5.07 · say-on-pay result. As reported: 95.46% (votes for as printed: 13,903,153). Filing ↗ |
| 20 | Section 01 trend, Δ column (computed) | Computed | — | computed | Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1) |
| 21 | Section 09b board cost (computed) | Computed | — | computed | Cash 520,935 + equity 201,355 + all other 0 = 722,290, summed across the director compensation table rows.machine: formula: Σ = 722,290 |
| 22 | Insteel Industries, Inc., Section 10b CEO total | DEF 14A | 2026-01-02 | 0001308179-26-000001 | CEO total compensation as printed in Insteel Industries, Inc.'s own proxy. As printed: 3,447,259. Filing ↗machine: t164 · r1 · c8 · span 469403–469412 |
| 23 | Douglas Dynamics, Inc., Section 10b CEO total | DEF 14A | 2026-03-20 | 0001437749-26-009126 | CEO total compensation as printed in Douglas Dynamics, Inc.'s own proxy. As printed: 3,008,565. Filing ↗machine: t83 · r2 · c29 · span 498646–498655 |
| 24 | Thermon Group Holdings, Inc., Section 10b CEO total | DEF 14A | 2025-06-18 | 0001489096-25-000097 | CEO total compensation as printed in Thermon Group Holdings, Inc.'s own proxy. As printed: 2,579,122. Filing ↗machine: span 730045–730054 |
| 25 | Gorman-Rupp Company, Section 10b CEO total | DEF 14A | 2026-03-23 | 0001193125-26-118757 | CEO total compensation as printed in Gorman-Rupp Company's own proxy. As printed: 2,187,652. Filing ↗machine: r4 · c31 · span 557814–557823 |
| 26 | Ampco Pittsburgh (subject), Section 10b CEO total | DEF 14A | 2026-03-27 | 0001193125-26-127659 | CEO total compensation as printed in Ampco Pittsburgh's own proxy. As printed: 2,065,460. Filing ↗machine: r3 · c14 · span 1153868–1153877 |
| 27 | Hurco Companies, Inc., Section 10b CEO total | DEF 14A | 2026-01-28 | 0001104659-26-007238 | CEO total compensation as printed in Hurco Companies, Inc.'s own proxy. As printed: 2,023,603. Filing ↗machine: r1 · c41 · span 754495–754504 |
| 28 | Section 10a, Gorman-Rupp Company reciprocity | DEF 14A | — | 0001193125-26-118757 | Gorman-Rupp Company's most recent proxy was read; its disclosed peer group does not include Ampco Pittsburgh. Filing ↗ |
| 29 | Section 10a, Thermon Group Holdings, Inc. reciprocity | DEF 14A | — | 0001489096-25-000097 | Thermon Group Holdings, Inc.'s most recent proxy was read; its disclosed peer group does not include Ampco Pittsburgh. Filing ↗ |
| 30 | Section 10a, Insteel Industries, Inc. reciprocity | DEF 14A | — | 0001308179-26-000001 | Insteel Industries, Inc. names Ampco Pittsburgh in its own disclosed peer group (read from its most recent proxy). Filing ↗ |
| 31 | Section 10a, Douglas Dynamics, Inc. reciprocity | DEF 14A | — | 0001437749-26-009126 | Douglas Dynamics, Inc.'s most recent proxy was read; its disclosed peer group does not include Ampco Pittsburgh. Filing ↗ |