Not independent
Tenure on this board
7.9 yrs
2 nominees · 3 ballot items.
Election of two directors; non-binding advisory Say-on-Pay vote on named executive officer compensation; ratification of BDO USA, P.C. as independent auditor for 2026.
Election of two directors (J. Brett McBrayer and Darrell L. McNair) to serve three-year terms expiring in 2029.
A non-binding, advisory vote to approve the compensation of the named executive officers as disclosed in the proxy statement.
Proposal 2 requests an advisory approval of executive compensation for named executive officers (a Say-on-Pay vote). Management seeks endorsement of its executive pay program as disclosed in the proxy, emphasizing pay-for-performance features: a mix of base salary, short-term incentives tied to segment and corporate operating income and free cash flow, and long-term incentives (PSUs tied to absolute stock price and relative TSR plus RSUs). The Compensation Committee designed caps (200%), clawback policies, stock ownership guidelines, and use of an independent compensation consultant to mitigate excessive risk and align interests with shareholders. The board recommends a FOR vote because it believes the program is competitive, aligned with long-term shareholder interests, and includes governance safeguards; the vote is advisory and non-binding but will be considered by the Board in future compensation decisions.
Ratify the appointment of BDO USA, P.C. as Ampco-Pittsburgh Corporation’s independent registered public accounting firm for 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | GAMCO INVESTORS, INC. ET AL | 12.26% | 2,491,957 | $17M |
| 2 | GABELLI FUNDS LLC | 6.89% | 1,399,800 | $9M |
| 3 | AMERIPRISE FINANCIAL INC | 5.77% | 1,173,024 | $8M |
| 4 | WELLS FARGO COMPANY/MN | 3.23% | 656,001 | $4M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 2.95% | 600,114 | $4M |
| 6 | RENAISSANCE TECHNOLOGIES LLC | 2.08% | 423,219 | $3M |
| 7 | DIMENSIONAL FUND ADVISORS LP | 1.52% | 308,246 | $2M |
| 8 | Huntleigh Advisors, Inc. | 1.13% | 230,478 | $2M |
| 9 | AMERICAN CENTURY COMPANIES INC | 1.08% | 218,860 | $1M |
| 10 | Meros Investment Management, LP | 1.06% | 214,850 | $1M |
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