alg-20230314

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant x

Filed by a Party other than the Registrant o

Check the appropriate box:


o			Preliminary Proxy Statement
o			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x			Definitive Proxy Statement
o			Definitive Additional Materials
o			Soliciting Material Pursuant to §240.14a-12


ALAMO GROUP 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):


x			No fee required.
o			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):

(4)			Proposed maximum aggregate value of transaction:

(5)			Total fee paid:


o			Fee paid previously with preliminary materials.
o			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:

(2)			Form, Schedule or Registration Statement No.:

(3)			Filing Party:

(4)			Date Filed:

Alamo Group Inc.
1627 East Walnut Street
Seguin, Texas 78155

DEAR FELLOW STOCKHOLDERS:

You are cordially invited to attend the 2023 Annual Meeting of Stockholders of Alamo Group Inc. The Annual Meeting will be held in a virtual-only format on Thursday, May 4, 2023, at 9:00 a.m. Central Daylight Time.

HOW TO ATTEND THE 2023 VIRTUAL ANNUAL MEETING OF STOCKHOLDERS

To attend the Annual Meeting you will need to visit www.virtualshareholdermeeting.com/ALG2023, and you will be required to enter the control number found on your proxy notice or proxy card you previously received. In accordance with rules and regulations adopted by the Securities and Exchange Commission (the “SEC”), instead of mailing a printed copy of our proxy materials to each stockholder of record, we are furnishing proxy materials to our stockholders on the internet. You will not receive a printed copy of the proxy materials, unless you specifically request such a copy. Instead, on or about March 31, 2023, we will mail to our stockholders a Notice Regarding the Availability of Proxy Materials containing instructions on how to access our proxy materials and annual report on the internet. We believe the furnishing of these materials electronically is more efficient, reducing costs and environmental impacts. The Notice Regarding the Availability of Proxy Materials will instruct you as to how you may access and review all of the important information contained in the proxy materials and how to request paper copies of materials if you wish. The Notice Regarding the Availability of Proxy Materials will also instruct you as to how you may submit your proxy vote on the internet. Our Proxy Statement and 2022 Annual Report to stockholders are available at the website referenced in the Notice Regarding Internet Availability of Proxy Materials and on our website at https://www.alamo-group.com/investor-relations/financial-reports/.

If you have difficulty accessing the Annual Meeting through the Annual Meeting Website, please call technical support at the telephone number on the login page for the Annual Meeting and a representative will be available to assist you. A list of stockholders entitled to vote at the Annual Meeting will be available during the entire time of the Annual Meeting at the Annual Meeting Website. You may vote during the Annual Meeting by following the instructions available on the meeting website during the meeting.

Stockholders of record as of the close of business on March 10, 2023, the record date for the Annual Meeting, will be afforded the same rights and opportunities to vote, ask questions, and participate as they would at an in-person meeting. Once you have entered the virtual Annual Meeting platform, you will be able to type and submit your questions by using the applicable field provided in the web portal before the polls close. You or your proxy holder may participate, vote, and ask questions at the virtual Annual Meeting subject to our Annual Meeting rules and procedures. We will post the Rules for Conduct for the Annual Meeting to our Investor Relations website at https://www.alamo-group.com/investor-relations/financial-reports/ no later than one week prior to the Annual Meeting date, and will also make them available during the Annual Meeting through the virtual meeting platform. During

the Annual Meeting, the Company will receive questions that are pertinent to the Company and the official business of the Annual Meeting subject to time constraints. Only stockholders with a valid control number will be allowed to ask questions.

Stockholders are encouraged to login to the virtual Annual Meeting several minutes prior to the start time in order to leave enough time to confirm the connection is sufficient to access the virtual meeting site and to allow sufficient time to get familiar with the virtual meeting features. Technical support will also be available during the Annual Meeting. If any stockholder experiences technical difficulty, please call technical support at the telephone number available on the Annual Meeting Website and a representative will be available to assist.

Your vote is very important. Whether or not you expect to attend the virtual Annual Meeting and regardless of the number of shares you own, please promptly vote by telephone or over the internet or by completing, signing, dating and returning your proxy card, if you have requested that a paper copy of proxy materials be mailed to you. Even if you vote in advance, you are still entitled to attend the virtual Annual Meeting and vote at the meeting. If you vote at the meeting, that vote will have the effect of revoking any prior vote.

Thank you for your support.

Roderick R. Baty
Independent Chair of the Board of Directors
March 14, 2023


									Alamo Group Inc. 1627 East Walnut Street Seguin, Texas 78155

Notice of Annual
Meeting of Stockholders

TO THE STOCKHOLDERS OF ALAMO GROUP INC.:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Alamo Group Inc. (the “Company”) will be held in a virtual-only format on Thursday, May 4, 2023, at 9:00 a.m. Central Daylight Time, for the following purposes:

WHO

Stockholders of

record at the close of business on March 10, 2023

VOTING MATTERS

WHEN

May 4, 2023 at

9:00 a.m. Central

Daylight Time

To elect the eight (8) directors named in the proxy materials to the Board of Directors to serve until the next Annual Meeting of Stockholders or until their successors are elected and qualified;

To approve the compensation of the Company's named executive officers ("NEOs") on an advisory basis (the "say-on-pay proposal");

WHERE

Virtual-only format

To approve the frequency of holding the advisory vote concerning compensation of the Company's NEOs on an advisory basis (the "frequency proposal");

To ratify the Audit Committee’s appointment of KPMG LLP as the Company's independent auditors for the fiscal year ending December 31, 2023; and

VIRTUAL MEETING

URL ACCESS

www.virtualshareholder

meeting.com/ALG2023

To transact such other business as may properly come before the meeting or any adjournment thereof.

In accordance with the Bylaws of the Company, the Board of Directors fixed the record date for the meeting as March 10, 2023. Only stockholders of record at the close of business on that date will be entitled to vote at the meeting or any adjournment thereof.

Stockholders who do not expect to attend the virtual Annual Meeting are urged to vote by telephone or over the internet or by completing, signing, dating and returning the proxy card enclosed in the proxy materials, if you have requested that paper proxy materials be mailed to you.


A complete list of stockholders entitled to vote at the meeting, showing the address of each stockholder and the number of shares registered in the name of each stockholder, shall be open to examination by any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten business days prior to the meeting, commencing April 19, 2023, at the Company's office at 1627 East Walnut Street, Seguin, Texas 78155. By Order of the Board of Directors, Edward T. Rizzuti Secretary Dated: March 14, 2023

Table of Contents


PROXY SUMMARY			1
GENERAL INFORMATION			5
Voting and Proxies			5
Votes Required to Approve a Proposal			6
Beneficial Ownership of Our Common Stock			7
PROPOSAL 1 - ELECTION OF DIRECTORS			10
Nominees for Election to the Board of Directors			11
Information Concerning Directors			17
CORPORATE GOVERNANCE			19
Board Committees, Meetings and Charters			19
Board Leadership Structure			20
The Board's Role in Strategic and Risk Oversight			21
Board Oversight of ESG Matters			22
Code of Business Conduct and Ethics			22
Stock Ownership Guidelines			22
Prohibition on Hedging and Pledging			23
Sustainability and Environmental and Social Governance			24
Other Corporate Governance Information			25
Certain Relationships and Related Transactions			25
Compensation Committee Interlocks and Insider Participation			26
Report of the Audit Committee			27
EXECUTIVE COMPENSATION			28
Compensation Discussion and Analysis			28


			Introduction			28
			2022 Company Performance			28
			Executive Compensation Philosophy and Objectives			29
			Compensation and Governance Practices			30
			Compensation Committee Responsibilities and Consultant Independence			30
			Market Alignment of Executive Compensation			31
			Role of the CEO and the Compensation Committee in Compensation Decisions			31
			Components of Executive Compensation			32
			Other Compensation Elements			39
			Compensation Committee Report			41
			2022 Summary Compensation Table			42
			Potential Payments Upon Termination or Change in Control			46
			CEO Pay Ratio Disclosure			49
			Pay Versus Performance			50
			Director Compensation During 2022			54
			PROPOSAL 2 - ADVISORY VOTE ON EXECUTIVE COMPENSATION			55
			PROPOSAL 3 - ADVISORY VOTE ON FREQUENCY OF HOLDING AN ADVISORY VOTE ON EXECUTIVE COMPENSATION			57
			PROPOSAL 4 - RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS			59
			APPENDIX I			63

Proxy Summary

This summary highlights certain information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you may wish to consider prior to voting. Please review the entire Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “Annual Report”) for more detailed information.

HOW TO VOTE


			By Internet Go to www.proxyvote.com for voting instructions or scan the QR code on your Notice Regarding the Availability of Proxy Materials or proxy card with your smartphone.
			By Telephone You may call 1-800-690-6903 on a touch-tone telephone and follow the instructions provided by the recorded message to vote your shares by telephone.
			By Mail You may promptly mail your completed and executed proxy card in the postage-paid envelope, which is included with your proxy materials if you requested to receive paper copies of our proxy materials.
			By Virtual Meeting www.virtualshareholdermeeting.com/ALG2023

VOTING RECOMMENDATIONS


Proposals		Recommendation



PROPOSAL 1	The election of the eight (8) directors named in the proxy materials to the Board of Directors to serve until the next Annual Meeting of Stockholders or until their successors are elected and qualified	"FOR"
PROPOSAL 2	The approval of the compensation of the Company’s named executive officers (“NEOs”) on an advisory basis	"FOR"
PROPOSAL 3	The approval, on an advisory basis, of annually as the frequency with which to hold an advisory vote concerning the compensation of our NEOs	"FOR"
PROPOSAL 4	The ratification of the Audit Committee’s appointment of KPMG LLP as the Company’s independent auditors for the fiscal year ending December 31, 2023	"FOR"


Alamo Group Inc.			1			Proxy Statement


						PROXY SUMMARY

BOARD OF DIRECTORS NOMINEES

Each member of our Board of Directors is elected annually. You are being asked to vote on the election of these eight nominees, all of whom currently serve as directors.

Age

Director Since

Independent

Audit

Committee

Compensation

Committee

Nominating and Corporate

Governance Committee

Roderick R. Baty
(Independent Board Chair)

2011

Robert P. Bauer

2015

Eric P. Etchart

2015

Nina C. Grooms

2021

Tracy C. Jokinen

2016

Jeffery A. Leonard (CEO)

2021

Richard W. Parod

2017

Lorie L. Tekorius

2019

n Chairperson n Member

DIVERSITY OF BOARD


Tenure			Independence			Gender			Ethnicity


Alamo Group Inc.			2			Proxy Statement


PROXY SUMMARY

DIRECTOR QUALIFICATIONS AND SKILLS

Our Board possesses a broad range of qualifications and skills that facilitate strong oversight of the Company's management and strategic development. The following matrix identifies the primary skills that the Nominating/Corporate Governance Committee and the Board considered in connection with the nomination of the eight incumbent directors. While unmarked items in the table below may indicate only cursory knowledge relating to a given category, the marked items indicate strong expertise or experience in the applicable category or categories.

Experience/Qualifications

Baty

Bauer

Etchart

Grooms

Jokinen

Leonard

Parod

Tekorius

Current/Former Public Company CEO Experience

Financial Expertise

Organizational Development & Succession Planning

Company End-Markets/Distribution Channels

International Experience

Strategic Planning & Execution

Corporate Governance

Technology Development/Technical Product Development

IT and Cybersecurity

Capital Goods Manufacturing/Supply Chain

Mergers & Acquisitions


Alamo Group Inc.			3			Proxy Statement


						PROXY SUMMARY

2022 FINANCIAL PERFORMANCE


Net Sales of $1.5 billion	Fully Diluted EPS of $8.54	EBITDA of $196 million*
Annual Increase of 13%	Annual Increase of 27%	Annual Increase of 21%
Record Annual Net Sales	Record EPS	Record EBITDA

*EBITDA is a non-GAAP financial measure defined for this purpose as income from operations plus depreciation and amortization. For more information relating to this measure, including a reconciliation of the non-GAAP financial measure to the comparable GAAP financial measure, refer to "Non-GAAP Financial Measures Reconciliation" in Appendix I hereto.

EXECUTIVE COMPENSATION

Our Board of Directors recommends that you vote “For” our advisory proposal on executive compensation. The non-binding advisory vote gives our stockholders the opportunity to approve the compensation paid to individuals identified as named executive officers (the "NEOs") in this Proxy Statement. The Compensation Committee of our Board (the "Compensation Committee") designed our compensation program to align the actions of our NEOs with the long-term interests of our stockholders based on the overall philosophy to pay executives for their performance. Our executive compensation program ties incentive compensation to the achievement of both annual and long-term (three-year) financial performance goals of our Company. The annual incentive awards are tied to annual financial and other performance goals and are paid in cash, while the three-year incentive awards are tied to three-year financial goals and are made in the form of performance share units ("PSUs").

2022 Compensation Highlights

Our annual cash incentive plan for all of our NEOs is comprised of an objective component and a subjective component. Actual payouts under the objective component of our annual cash incentive plan can range from 0% to 200% of the target incentive opportunity depending upon performance. Actual payouts under the subjective component of our annual cash incentive plan can range from 0% to 150% of the target incentive opportunity depending upon individual performance. For Mr. Leonard, Company adjusted pre-tax income, working capital, and organic growth were used as the objective financial performance measures for determining 2022 incentive payouts. For our other NEOs who hold Company-wide positions, adjusted pre-tax income was used as the objective financial performance measure for determining 2022 incentive payouts. For our Division leaders (Messrs. Haberman and Raborn), Company adjusted pre-tax income, Division earnings before interest and taxes ("EBIT"), and Division organic revenue growth were used as the objective financial performance measures for determining 2022 objective incentive payouts. Our adjusted pre-tax income exceeded the target set by our Compensation Committee, resulting in a payout of 114% of target for our NEOs for that portion of our plan. We began providing performance-based equity compensation in 2020 under PSUs that were issued to our NEOs in 2020 covering the three year period from January 1, 2020 to December 31, 2022. No shares will be issued to our NEOs in 2023 as a result of the PSUs issued in 2020 that covered the three-year performance period ending December 31, 2022 because the threshold performance goals for issuance were not met. Please refer to the "Compensation Discussion and Analysis" section of this Proxy Statement for more details regarding the 2022 compensation outcomes for our NEOs.


Alamo Group Inc.			4			Proxy Statement


									Alamo Group Inc. 1627 East Walnut Street Seguin, Texas 78155

General Information

These materials are provided to you because the Board of Directors (the “Board of Directors” or the “Board”) of Alamo Group Inc., a Delaware corporation (the “Company,” “we,” “our,” or “us”), is soliciting your proxy to be voted at the 2023 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on May 4, 2023, and at any meeting scheduled as a result of any adjournments thereof. The meeting will be held in a virtual-only format at 9:00 a.m. central daylight time. To attend the Annual Meeting you will need to visit www.virtualshareholdermeeting.com/ALG2023, and you will be required to enter the control number found on the notice or proxy card you previously received. Pursuant to rules approved by the SEC, we are electronically disseminating Annual Meeting materials instead of mailing printed copies of the materials to each of our stockholders. Accordingly, our Notice Regarding Internet Availability of Proxy Materials is being mailed to stockholders on or about March 31, 2023. The Notice Regarding Internet Availability of Proxy Materials includes instructions on how to access Annual Meeting materials via the internet and how to vote. The notice will also provide instructions on how to obtain paper copies of proxy materials, if preferred. Our Proxy Statement and 2022 Annual Report to stockholders are available at the website referenced in the Notice Regarding Internet Availability of Proxy Materials and on our website at https://www.alamo-group.com/investor-relations/financial-reports/.


Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting To Be Held on May 4, 2023: Our Proxy Statement and our Annual Report, which includes our Form 10-K for the fiscal year ended December 31, 2022, are available free of charge on our website at: https://www.alamo-group.com/investor-relations/financial-reports/

VOTING AND PROXIES

Only holders of record of common stock, par value $.10 per share (“Common Stock”), of the Company at the close of business on March 10, 2023 (the “Record Date”) shall be entitled to vote at the meeting. There were 20,000,000 authorized shares of Common Stock and 11,978,987 shares of Common Stock outstanding on the Record Date. Each share of Common Stock is entitled to one vote. Any stockholder giving a proxy has the power to revoke the same at any time prior to its use by giving notice in person or in writing to the Secretary of the Company. The presence, in person or by proxy, of the holders of a majority of the outstanding shares of Common Stock is necessary to constitute a quorum at the 2023 Annual Meeting of Stockholders and any adjournment thereof. If you have requested paper copies of the annual materials and receive a proxy card, please note that by signing and returning the enclosed proxy card, you authorize the persons named as proxies on the proxy card to represent you and vote your shares at the meeting. If you are not present at the meeting, your shares can be voted only when represented by a proxy either pursuant to the proxy card or otherwise. You may indicate a vote on the proxy card in connection with any of the listed proposals, and your shares will be voted accordingly. If you indicate a preference to abstain from voting, no vote will be cast.


Alamo Group Inc.			5			Proxy Statement


						GENERAL INFORMATION

VOTES REQUIRED TO APPROVE A PROPOSAL

Votes cast by proxy or in person at the Annual Meeting will be tabulated by the inspector of election appointed by the Company for the meeting. A majority of the outstanding shares of common stock present in person or represented by proxy constitutes a quorum for the transaction of business at the Annual Meeting. Abstentions and “broker non-votes” will be included in determining the presence of a quorum at the Annual Meeting. Where a stockholder’s proxy or ballot is properly executed and returned but does not provide voting instructions, the shares of such stockholder will nevertheless be counted as being present at the Annual Meeting for the purpose of determining a quorum.

“Broker non-votes” occur when a person holding shares in street name, such as through a brokerage firm, does not provide instructions as to how to vote those shares and the broker does not then vote those shares on the stockholder’s behalf.

Each director will be elected by a majority of the votes cast with respect to such director. A “majority of the votes cast” means that the number of votes cast “for” a director exceeds the number of votes cast “against” that director. Abstentions and "broker non-votes" are not considered to be votes cast with respect to the election of directors. Under Delaware law, if the director is not elected at the Annual Meeting, the director will continue to serve on the Board as a “holdover director.” As required by the Company’s Bylaws, each director has submitted an irrevocable letter of resignation as director that becomes effective if he or she is not elected by stockholders and the Board accepts the resignation. If a director is not elected, the Nominating/Corporate Governance Committee will consider the director’s resignation and recommend to the Board whether to accept or reject the resignation. The Board will decide whether to accept or reject the resignation and publicly disclose its decision and, if it rejects the resignation, the rationale behind the decision, within 90 days after the election results are certified.

Approval of the say-on-pay proposal requires the affirmative vote of a majority of the shares present in person or by proxy and entitled to vote at the Annual Meeting. Because your vote is advisory, it will not be binding on the Board or the Company. However, the Board will review the voting results and take them into consideration when making future decisions regarding executive compensation. Under New York Stock Exchange rules, if your broker holds your shares in its name, your broker is not permitted to vote your shares with respect to the say-on-pay proposal if your broker does not receive voting instructions from you. Abstentions are entitled to vote on this proposal and therefore will have the same effect as a negative vote on this proposal. Broker non-votes will have no impact on the proposal since they are not considered shares entitled to vote on the proposal.

The frequency proposal is a non-binding vote as to how often the say-on-pay proposal should occur. You may vote for every year, every two years, or every three years, or you may abstain. The choice among the three choices included in the resolution that receives the highest number of votes will be deemed the choice of the stockholders. Because your vote is advisory, it will not be binding on the Board or the Company. The Board will, however, review the voting results and take them into consideration when making future decisions regarding the frequency of the advisory vote on executive compensation. Under New York Stock Exchange rules, if your broker holds your shares in its name, your broker is not permitted to vote your shares with respect to the frequency proposal if your broker does not receive voting instructions from you. Abstentions and broker non-votes will not affect the vote on this proposal.

The ratification of KPMG LLP’s appointment as the Company’s independent auditor requires the affirmative vote of a majority of the shares present in person or by proxy at the Annual Meeting and entitled to vote thereon. Abstentions are present and entitled to vote and will thus have the same effect as a negative vote on the proposal to approve and ratify the appointment of KPMG LLP.


Alamo Group Inc.			6			Proxy Statement


GENERAL INFORMATION

BENEFICIAL OWNERSHIP OF OUR COMMON STOCK

Listed in the following table are the only beneficial owners of more than five percent of the Company's outstanding Common Stock that the Company is aware of as of February 17, 2023. In addition, this table includes the outstanding voting securities beneficially owned by the Company’s directors, by its executive officers that are listed in the Summary Compensation Table, and by its directors and executive officers as a group as of February 17, 2023. Unless indicated otherwise below, the address of each person named on the table below is: c/o Alamo Group Inc., 1627 East Walnut Street, Seguin, Texas 78155.


Alamo Group Inc.			7			Proxy Statement


						GENERAL INFORMATION


Beneficial Owner of Common Stock	Amount and Nature of Beneficial Ownership ($)(1)		Percent of Class(2)



Henry Crown and Company c/o Brian Gilbert Gould & Ratner LLP 222 N. LaSalle Street, Suite 800 Chicago, IL 60601	1,700,000	(3)	14.20
BlackRock Inc. 55 East 52nd Street New York, NY 10055	1,632,271	(4)	13.63
T. Rowe Price Associates, Inc. 101 E. Pratt Street Baltimore, MD 21202	701,142	(5)	5.86
The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355	689,683	(6)	5.76
Victory Capital Management Inc. 4900 Tiedeman Rd, 4th Floor Brooklyn, OH 44144	685,079	(7)	5.72
Dimensional Fund Advisors LP Building One 6300 Bee Cave Road Austin, TX 78746	616,358	(8)	5.15
Ronald A. Robinson	132,778	(10)	1.11
Roderick R. Baty	21,701	(10)	*
Eric P. Etchart	9,256	(10)	*
Robert P. Bauer	9,549	(10)	*
Richard W. Parod	6,817	(10)	*
Tracy C. Jokinen	6,237	(10)	*
Lorie L. Tekorius	3,057	(10)	*
Nina C. Grooms	1,342	(10)	*
Jeffery A. Leonard	25,004	(9)(11)	*
Richard J. Wehrle	28,344	(9)(11)	*
Edward T. Rizzuti	8,992	(9)(11)	*
Richard H. Raborn	8,710	(9)(11)	*
Michael A. Haberman	17,754	(9)(11)	*
All Directors and Executive Officers (16 Persons)	291,915	(9)(11)	2.44

*Less than 1% of class.

1.In each case, the beneficial owner has sole voting and investment power, except as otherwise provided herein.

2.The calculation of percent of class is based on the number of shares of Common Stock outstanding as of February 17, 2023, being 11,971,477 shares.

3.Based on Schedule 13D/A, dated December 21, 2012, Bgear Investors LLC, a Delaware limited liability company, and Henry Crown and Company, an Illinois limited liability partnership, had shared voting and dispositive power over 1,361,700 shares, and Henry Crown and Company, a Delaware corporation, had sole voting and dispositive power over 338,300 shares as of December 31, 2012.


Alamo Group Inc.			8			Proxy Statement


GENERAL INFORMATION

4.Based on Schedule 13G/A, dated January 26, 2023, by which BlackRock, Inc. reported that as of December 31, 2022, it had sole voting power over 1,618,401 shares and had shared voting power over none of the shares and sole dispositive power over 1,632,271 shares. BlackRock, Inc. reported beneficial ownership of the 1,632,271 shares as of December 31, 2022.

5.Based on Schedule 13G/A, dated February 14, 2023, by which T. Rowe Price Associates, Inc. reported that as of December 31, 2022, it had sole voting power over 213,184 shares, had shared voting power over none of the shares, and had sole dispositive power over 701,142 shares. T. Rowe Price Associates, Inc. reported beneficial ownership in 701,142 shares as of December 31, 2022.

6.Based on Schedule 13G, dated February 9, 2023, by which The Vanguard Group reported that as of December 31, 2022, it had sole voting power over zero shares, had shared voting power over 16,149 shares and had sole dispositive power over 664,200 shares. The Vanguard Group reported beneficial ownership in 689,683 shares as of December 31, 2022.

7.Based on Schedule 13G/A, dated January 31, 2023, by which Victory Capital Management Inc. reported that as of December 31, 2022, it had sole voting power over 681,049 shares, had shared voting power over none of the shares, and had sole dispositive power over 685,079 shares. Victory Capital Management Inc. reported beneficial ownership in 685,079 shares as of December 31, 2022.

8.Based on Schedule 13G/A, dated February 10, 2023, by which Dimensional Fund Advisors LP reported that as of December 31, 2022, it had sole voting power over 601,933 shares, had shared voting power over none of the shares, and had sole dispositive power over 616,358 shares. Dimensional Fund Advisors LP reported beneficial ownership in 616,358 shares as of December 31, 2022.

9.Includes: unvested restricted stock awards that have power to vote and receive dividends as follows: 8,821 shares for Mr. Leonard; 3,266 shares for Mr. Wehrle; 2,759 shares for Mr. Rizzuti; 3,229 shares for Mr. Raborn; 2,382 shares for Mr. Haberman; and 4,762 shares for other executive officers.

10.Includes: unvested restricted stock awards that have power to vote and receive dividends as follows: 2,122 shares for Mr. Robinson; 2,043 shares each for Mr. Baty, Mr. Etchart, Mr. Bauer, Mr. Parod and Ms. Jokinen; 1,908 shares for Ms. Tekorius; and 1,247 shares for Ms. Grooms.

11.Includes: shares available for exercise under various stock options as follows: 1,000 shares for Mr. Leonard; 2,500 shares for Mr. Wehrle; 4,100 shares for Mr. Rizzuti; zero shares for Mr. Raborn; 1,700 shares for Mr. Haberman; and 2,050 shares for other executive officers.


Alamo Group Inc.			9			Proxy Statement


PROPOSAL ONE

Election of Directors

The Bylaws of the Company provide that the number of directors which shall constitute the whole Board of Directors shall be fixed and determined from time to time by resolution adopted by the Board of Directors. As of the date of this Proxy Statement, the Board of Directors is comprised of nine (9) directors. Effective on commencement of the Annual Meeting on May 4, 2023 the number of directors constituting the whole Board of Directors shall be reduced from nine (9) to eight (8).


			Each director elected at the Annual Meeting will serve until the next Annual Meeting of Stockholders or until a successor is elected and qualified.

Unless otherwise instructed, shares represented by properly executed proxies in the accompanying form will be voted for the individuals nominated by the Board of Directors set forth below. Although the Board of Directors anticipates that the listed nominees will be able to serve, if at the time of the meeting any such nominee is unable or unwilling to serve, such shares may be voted at the discretion of the proxy holders for a substitute nominee. The Nominating/Corporate Governance Committee of the Board of Directors recommended the individuals listed below to the Board of Directors and the Board of Directors nominated them. Certain information concerning such nominees, including all positions with the Company and principal occupations during the last five years, is set forth below.

We have provided below information about our nominees, all of whom are incumbent directors, including their ages, years of service as directors, and business experience. We have also included information about each nominee’s specific experience, qualifications, attributes, or skills that led the Board to conclude that he/she should serve as one of our directors in light of our business and structure. All of our nominees bring to our Board extensive management and leadership experience gained through their service as executives and, in several cases, chief executive officers, chief operating officers or chief financial officers of diverse businesses. In these executive roles, they have taken hands-on, day-to-day responsibility for strategy and operations, including management of capital, risk and business cycles. In addition, several nominees bring private and public company board experience with either significant experience on other boards or long service on our Board. This broadens their knowledge of board policies and processes, rules and regulations, issues and solutions.


Alamo Group Inc.			10			Proxy Statement


PROPOSAL ONE

NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS


						Roderick R. Baty \| Age: 69 \| Director Since: 2011 \| Position: Independent Chair of the Board

						Roderick R. Baty has been a director of the Company since August 2011 and was appointed Independent Board Chair on May 3, 2018. Mr. Baty served as Board Chair and Chief Executive Officer of NN, Inc. from May 2001 until his retirement in May 2013. NN, Inc. is a publicly owned global manufacturer of industrial rubber and plastic products and precision metal components serving a variety of markets, including the automotive industry, original equipment manufacturers, HVAC, heavy equipment and many other industrial end markets. Mr. Baty joined NN, Inc. in 1995 as Vice President of Sales and Marketing/Chief Financial Officer and was elected to the Board of Directors. In 1997, he was named President and Chief Executive Officer, and was elected Chair of the Board in 2001. Prior to joining NN, Inc., Mr. Baty served as President and Chief Operating Officer of Hoover Precision Products from 1990 to 1995. Hoover Precision Products is a North American specialist manufacturer of precision balls serving various industries, including automotive, aerospace, anti-friction bearings, pumps, medical, pen, and furniture applications.

						Mr. Baty brings to the Board senior executive leadership experience in the areas of public company governance, operational, financial and strategic management within industrial and international manufacturing companies.


						Robert P. Bauer \| Age: 64 \| Director Since: 2015 \| Position: Independent Director

						Robert P. Bauer has been a director of the Company since August 2015. Mr. Bauer served as President and Chief Executive Officer and as a director of the L.B. Foster Company ("L.B. Foster"), a manufacturer, fabricator and distributor of products and services for transportation and energy infrastructure, from 2012 until his retirement in 2021. L.B. Foster specializes in infrastructure solutions for freight and transit rail systems; construction products for highway bridges and ports; tubular products and services for pipeline applications; and precision metering solutions for energy pipelines. Mr. Bauer served as President of Emerson Climate Technologies, Refrigeration Division, a business segment of Emerson Electric Co., a diversified global manufacturing and technology company, ("Emerson") from June 2011 to February 2012. He also served as President of Emerson Network Power, Liebert Division, from January 2002 through May 2011. Mr. Bauer spent 18 years with Emerson in various senior management positions, and became a Group Vice President, Emerson in 2004. Prior to Emerson, he held management positions with Rockwell Automation and Westinghouse Electric.

						Mr. Bauer brings to the Board many years of experience in the global manufacturing environment, with valuable and extensive knowledge concerning global product marketing, new product development, strategic planning, corporate governance, and mergers and acquisitions.


Alamo Group Inc.			11			Proxy Statement


						PROPOSAL ONE


						Eric P. Etchart \| Age: 66 \| Director Since: 2015 \| Position: Independent Director

						Eric P. Etchart has been a director of the Company since August 2015. From 2007 until his retirement in January 2016, Mr. Etchart served as Senior Vice President for the Manitowoc Company, Inc., a global manufacturer of cranes and food service equipment serving both residential and non-residential markets as well as infrastructure and power industries. Mr. Etchart was the President of the Manitowoc Crane Group from 2007 until 2015 and Senior Vice President of Business Development from 2015 until his retirement. Prior to joining Manitowoc, Mr. Etchart held various management positions for Potain S.A., a global manufacturer of tower cranes, until it was acquired by Manitowoc in 2001. In 2022, Mr. Etchart demonstrated his commitment to outstanding modern leadership and ESG excellence by successfully completing the required coursework, and passing a comprehensive examination, to obtain a Diligent Climate Leadership Certification, presented by the Diligent Institute. The coursework and examination were focused on climate risk and related business strategy, the board's related fiduciary obligations, climate-related government regulations, reporting and disclosure requirements, and investor engagement. Mr. Etchart is also a National Association of Corporate Directors (NACD) fellow.

						Mr. Etchart brings to the Board over thirty years of global manufacturing experience, extensive knowledge of and expertise in finance and marketing, ESG proficiency, and is a French national with over twenty years of management experience outside the U.S., which provides the Company with a meaningful international perspective on global markets.


Alamo Group Inc.			12			Proxy Statement


PROPOSAL ONE


						Nina C. Grooms \| Age: 54 \| Director Since: 2021 \| Position: Independent Director

						Nina C. Grooms has been a director of the Company since December 2021. Ms. Grooms is currently Chief Executive Officer of Oralucent, an oral care company that seeks to revolutionize oral care, and that holds several patents related to blue light technology for toothbrushes. Ms. Grooms became Chief Executive Officer of Oralucent in August 2022. Prior to joining Oralucent, Ms. Grooms was Chief Product Officer of May Mobility in Ann Arbor, Michigan. May Mobility is a leader in autonomous vehicle technology with a mission to transform communities through the development and deployment of safe and accessible autonomous vehicles. Ms. Grooms joined May Mobility in 2020. Prior to joining May Mobility, Ms. Grooms served in various management roles with Ford Motor Company, most recently as Chief Product Owner for Ford's Autonomous Vehicle Software Solutions Group. Prior to her service with Ford, Ms. Grooms held various managerial positions with the General Electric Company from 2012 to 2017, including as Vice President, Global Customer & Services Marketing, IoT Software at GE Digital. Ms. Grooms holds a degree in Mechanical Engineering from the University of California, Berkeley, and an MBA from Harvard University.

						Ms. Grooms brings extensive experience in many areas relevant to the Company, including sales and marketing, IoT, electric and autonomous vehicles, new product development, and strategic planning.


Alamo Group Inc.			13			Proxy Statement


						PROPOSAL ONE


						Tracy C. Jokinen \| Age: 54 \| Director Since: 2016 \| Position: Independent Director

						Tracy C. Jokinen has been a director of the Company since August 2016. From March 2020 until her retirement in January 2022, she was the Executive Vice-President and Chief Financial Officer of Vyaire Medical, a global respiratory care company. Before joining Vyaire, Ms. Jokinen was the Executive Vice President and Chief Financial Officer of Acelity L.P. Inc. ("Acelity"), a leading global medical technology company, from June 2017 until October 2019 when Acelity was acquired by the 3M Company. Before joining Acelity in June of 2017, Ms. Jokinen served as the Chief Financial Officer of G&K Services, Inc. (“G&K”), a service-focused provider of branded uniform and facility services programs, from 2014 to 2017. Prior to her service as Chief Financial Officer of G&K, Ms. Jokinen spent 22 years with Valspar Corporation (“Valspar”), a global manufacturer of paints and coatings, in various positions of increasing responsibility. Most recently, she served as Valspar’s Vice President, Corporate Finance, where she led Valspar’s tax, treasury, investor relations, internal audit, operations, finance, and corporate accounting functions. Her previous positions at Valspar included Vice President, Finance & Strategy, and Vice President, Corporate Controller and Chief Accounting Officer.

						Ms. Jokinen's extensive and varied management experience, a significant portion of which was within the manufacturing sector, provides the Company with meaningful financial and accounting expertise and mergers and acquisitions and related integration experience, as well as useful problem solving skills relevant to a large multinational manufacturing company.


Alamo Group Inc.			14			Proxy Statement


PROPOSAL ONE


						Jeffery A. Leonard \| Age: 63 \| Director Since: 2021 \| Position: President & CEO

						Jeffery A. Leonard has been President and Chief Executive Officer of the Company since May 31, 2021, and a director of the Company since June 1, 2021. Mr. Leonard joined the Company in 2011, and previously served as Executive Vice President of the Company's former Industrial Division. Prior to joining the Company, from 1997 to 2011 Mr. Leonard served in various management roles with Metso Minerals Industries Inc. ("Metso"), a subsidiary of Metso Corporation of Helsinki, Finland, a supplier of technology and services for mining, construction, power generation, automation, recycling and the pulp and paper industries. Metso Corporation was created through the merger of Valmet Corporation and Rauma Corporation in 1999. Valmet was a paper and board machine supplier, while Rauma's operations were focused on fiber technology, rock crushing and flow control solutions. Most recently, Mr. Leonard served as Senior Vice President, Comminution Business Unit & Global Manufacturing for Metso. His prior positions at Metso included Senior Vice President, Comminution Business Unit; President, Grinding & Process Equipment Product Lines; and President, Grinding Division.

						Mr. Leonard brings decades of management experience in the manufacturing sector to the Board. Mr. Leonard also brings direct knowledge and understanding of the Company's operations from serving as an Executive Vice President with the Company for many years prior to becoming President and Chief Executive Officer. Mr. Leonard brings expertise in manufacturing operations, strategic planning, sales and marketing, corporate governance, corporate finance, and mergers and acquisitions to the Board.


						Richard W. Parod \| Age: 69 \| Director Since: 2017 \| Position: Independent Director

						Richard W. Parod has been a director of the Company since December 2017. Mr. Parod is currently Chief Executive Officer of AdeptAg, a private company serving the controlled environment agriculture market. Mr. Parod was the President and Chief Executive Officer and a director of the Lindsay Corporation ("Lindsay") from April 2000 until December of 2017. Lindsay is a leading global manufacturer and distributor of irrigation and infrastructure equipment and technology. Prior to Lindsay, Mr. Parod served as the Vice President and General Manager of the Toro Company's Irrigation Division from 1997 to 2000. Toro is a leading worldwide provider of outdoor turf, landscape, underground utility construction, irrigation and related equipment.

						In his role as President and CEO with Lindsay, Mr. Parod gained valuable executive leadership experience and he brings meaningful expertise in many areas relevant to the Company, including strategic planning, manufacturing operations, product development, sales and marketing, accounting and public company governance.


Alamo Group Inc.			15			Proxy Statement

SEC Form DEF 14A filed by Alamo Group Inc.