DEF 14A

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

DEF 14A 1 d211200ddef14a.htm DEF 14A DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

MSA Safety Incorporated

(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box):

☒

No fee required.

☐

Fee paid previously with preliminary materials.

☐

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Notice of Annual Meeting of Shareholders

TO THE HOLDERS OF COMMON STOCK OF MSA SAFETY INCORPORATED:

Notice is hereby given that the Annual Meeting of Shareholders of MSA Safety Incorporated will be held on Friday, May 13, 2022 at 9:00 a.m., Eastern Time, via a live audio webcast only at www.virtualshareholdermeeting.com/MSA2022 for the purpose of considering and acting upon the following:

(1)

Election of Directors for 2025: The election of four directors for a term of three years;

(2)

Election of a Director for 2024: The election of one director for a term of two years;

(3)

Selection of Independent Registered Public Accounting Firm: The selection of the independent registered public accounting firm for the year ending December 31, 2022;

(4)

Say on Pay: To provide an advisory vote to approve the executive compensation of the Company’s named executive officers;

and such other business as may properly come before the Annual Meeting or any adjournment thereof.

Only the holders of record of Common Stock of the Company on the books of the Company at the close of business on February 14, 2022 are entitled to notice of and to vote at the meeting and any adjournment thereof.

Notice of Internet Availability of Proxy Materials: Instead of mailing printed proxy materials in 2022, on April 1, 2022 we mailed a Notice of Internet Availability of Proxy Materials advising shareholders to view our Proxy Statement, Proxy Card and 2021 Annual Report free of charge online at www.proxyvote.com, or to request paper or email copies. Only shareholders who have requested printed materials will receive them. We encourage all shareholders to access the Company’s proxy materials online to reduce the environmental impact and costs associated with paper copies.

You are cordially invited to attend the meeting. Whether or not you expect to attend the meeting, please vote by promptly submitting your proxy by mail, by the internet or by phone. If you attend the meeting, you may, if you wish, withdraw your proxy and vote your shares during the meeting.

By Order of the Board of Directors,

Richard W. Roda

Secretary

April 1, 2022

IMPORTANT NOTE ABOUT THE 2022 ANNUAL MEETING

MSA will not hold an in-person Annual Meeting of Shareholders in 2022. Due to the continued uncertain public health impact of COVID-19 as of the date of this Notice and Proxy Statement, the Annual Meeting of Shareholders will be held in a virtual meeting format only. Shareholders must use the following link to access the virtual meeting on the meeting date:

www.virtualshareholdermeeting.com/MSA2022

Upon accessing the link, shareholders must enter the 12-digit control number found on their proxy card, voting instruction form or notice of internet availability of proxy materials; otherwise, admittance to the meeting will not be approved. There will be no physical meeting location established.

It is not necessary to attend the meeting to vote your shares. To vote your proxy by mail, mark your vote on the proxy card and follow the mailing directions on the card. To vote your proxy by telephone or electronically using a smartphone, tablet or the internet, follow the instructions on the proxy card. If you received a notice of internet availability of proxy materials, you may vote by following the instructions contained in the notice. The proxy holders will vote your shares according to your directions. If you sign and return your proxy card but do not mark any selections, your shares represented by that proxy will be voted as recommended by the Board. Whether or not you expect to attend the virtual meeting, we encourage you to vote by proxy as soon as possible, in case you later decide not to attend the meeting.


MSA 2022 PROXY STATEMENT

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Table of Contents


PROXY SUMMARY			i

VIRTUAL MEETING INFORMATION AND QUESTIONS			v

PROXY STATEMENT			1

VOTING SECURITIES AND RECORD DATE			1

PROPOSAL NOs. 1 and 2 – ELECTION OF DIRECTORS			2

Board Recommendation and Required Vote			8

CORPORATE GOVERNANCE MATTERS			9

Corporate Governance Overview			9

Board Committees			13

Risk Oversight			15

Compensation of Directors			16

Compensation Committee Interlocks and Insider Participation			17

Review and Approval or Ratification of Related Party Transactions			17

Nominating and Corporate Governance Committee Procedures			18

EXECUTIVE COMPENSATION			19

Compensation Discussion and Analysis			19

Executive Summary			20

Compensation Oversight Process			24

Determination of Executive Compensation Amounts			25

Additional Considerations Relating to the CEO			31

Other Compensation and Retirement Policies			34

Compensation Committee Report			36

COMPENSATION TABLES			37

PAY RATIO DISCLOSURE			49


AUDIT COMMITTEE REPORT			50

STOCK OWNERSHIP			51

Beneficial Ownership of Management and Directors			51

5% Beneficial Owners			52

PROPOSAL NO. 3 – SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			53

Board Recommendation and Required Vote			53

PROPOSAL NO. 4 – ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION			54

Board Recommendation			54

OTHER MATTERS			55

ANNUAL REPORT ON FORM 10-K			55

2023 SHAREHOLDER PROPOSALS			55

SHAREHOLDER COMMUNICATIONS			55

EXPENSES OF SOLICITATION			55

FREQUENTLY ASKED QUESTIONS			56


MSA 2022 PROXY STATEMENT

Proxy Summary

2022 ANNUAL MEETING OF SHAREHOLDERS


When: 9:00 a.m. Eastern Time on May 13, 2022	Record Date: February 14, 2022	Where: www.virtualshareholdermeeting.com/MSA2022

Voting: Shareholders of the Company as of the Record Date are entitled to vote on the matters presented at the meeting. Each share of common stock of the Company is entitled to one vote for each director nominee and for one vote on each of the other matters presented.

BUSINESS OVERVIEW

Established in 1914, MSA Safety Incorporated is the global leader in the development, manufacture and supply of safety products that protect people and facility infrastructures. Recognized for market leading innovation, many MSA products integrate a combination of electronics, mechanical systems and advanced materials to protect users against hazardous or life-threatening situations. Our comprehensive product line, which is governed by rigorous safety standards across highly regulated industries, is used by workers around the world in a broad range of markets, including the fire service, construction, industrial manufacturing applications, oil, gas and petrochemical industry, utilities and mining. Our core products include breathing apparatus where self-contained breathing apparatus is the principal product, fixed gas and flame detection systems, portable gas detection instruments, industrial head protection products, firefighter helmets and protective apparel and fall protection devices.

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As of March 1, 2022

Employment-based Industrial PPE includes: Portable Gas Detection, Industrial Head Protection and Fall Protection


MSA 2022 PROXY STATEMENT		i

PROXY SUMMARY

VOTING MATTERS


		PROPOSAL NOS. 1 AND 2

		ELECTION OF DIRECTORS		PAGE 2
		Mr. Robert A. Bruggeworth, Mr. Gregory B. Jordan, Ms. Rebecca B. Roberts and Mr. William R. Sperry were nominated by the Board for election in the Class of 2025. Mr. Luca Savi, who was elected to be a director by the Board on June 24, 2021, was nominated by the Board for election in the Class of 2024. Mr. Savi was recommended to the Board by a third-party search firm retained by the Board. That search firm evaluated and provided information to the Nominating and Corporate Governance Committee concerning prospective candidates, which the committee took into consideration in forming its recommendations to the Board. Following the search and selection process, Mr. Savi was elected by the Board. The table beginning on page 3 sets forth certain information about the nominees, all of whom are currently members of the Board, and about the other directors whose terms of office will continue after the Annual Meeting. We are asking shareholders to vote FOR the election of the nominees, each of whom has consented to be named as a nominee and to serve if elected. THE BOARD RECOMMENDS A VOTE FOR EACH NOMINEE


		PROPOSAL 3

		SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		PAGE 53
		We are asking shareholders to approve the selection of Ernst & Young LLP as our independent registered public accounting firm for 2022. THE BOARD RECOMMENDS A VOTE FOR THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

PROPOSAL 4

SAY ON PAY

PAGE 54

YOUR VOTE IS IMPORTANT

We are asking shareholders to vote FOR the Company’s compensation of the named executive officers. The Board and the Compensation Committee will take into account the outcome when considering future executive compensation arrangements. In 2021, the shareholders voted in favor of the Company’s executive compensation program, with 98.4% of the votes cast by shareholders voting FOR the proposal. The Board and Compensation Committee took this vote into consideration in designing the executive compensation program for 2022. Please see the Compensation Discussion and Analysis in the proxy statement for complete details about compensation for the named executive officers.

THE BOARD RECOMMENDS A VOTE FOR SAY ON PAY

Shareholders can vote using any of the following methods

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By internet using

your computer

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By telephone

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By internet using your

tablet or smartphone

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By mailing your

proxy card

Please refer to your proxy card and/or voting instruction form for internet, telephone, smartphone or mail instructions. If you receive a notice of internet availability of proxy materials, you may vote by following the instructions contained in that notice.


ii		MSA 2022 PROXY STATEMENT

PROXY SUMMARY

CORPORATE GOVERNANCE HIGHLIGHTS

The MSA Board of Directors places a continued focus on the corporate governance affairs of the Company and acknowledges that good corporate governance is an ongoing process. The Board also recognizes that good corporate governance is important to the Company’s success. Key Company governance practices are described more fully in the proxy statement. Below is a summary of 2021 governance highlights.

2021 Corporate Governance Highlights

Director Independence

•

Nine of ten Directors are independent

•

Five fully independent board committees

Board Leadership

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Annual election of Lead Independent Director if Chairman/CEO roles are combined

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Lead Independent Director has clearly defined role and significant governance duties, including chairing regular executive sessions of independent directors

Board Refreshment and Diversity

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Practice of continuous Board refreshment to ensure a mix of skills, experience, tenure and diversity

•

Balance of new and experienced directors; 50% of our directors have tenures of five years or less

•

Retirement policy for directors

•

Three of our ten directors are women, including one woman of color

•

Our Compensation, Finance and Law Committees are chaired by a woman

Evaluation and Effectiveness

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Annual Board and Committee self-assessments

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Individual director assessments occur two out of every three years providing constructive and candid feedback

•

Annual assessment of Lead Independent Director

Director Engagement

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Directors attended 100% of Board and Committee meetings

•

Board policy limits director membership to a total of three public company boards, including the Company

•

Director stock ownership guidelines require equity ownership of at least five times the annual director retainer

ESG Oversight

•

The Board recognizes the importance of proper oversight of the Company’s ESG affairs and has continued to assess its corporate governance framework in the context of the evolving ESG landscape. Details regarding oversight of the Company’s ESG affairs are illustrated in the graphic below.

OVERSIGHT OF ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) MATTERS

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MSA 2022 PROXY STATEMENT		iii

PROXY SUMMARY

CORPORATE SOCIAL RESPONSIBILITY PROGRAM

Corporate Social Responsibility (CSR) is not new to MSA. As a company dedicated to helping protect the world’s workers, it has been at the center of our mission since 1914. Our CSR framework focuses on Our Integrity, Our People, Our Environment, and Our Communities. The Company’s CSR programs are incorporated into enterprise-wide programs, driven by the work of each functional team. The Company views CSR efforts on a continuous improvement basis, and each year MSA takes steps to further expand and enhance our programs. More information about the Company’s CSR program can be found by visiting www.MSAsafety.com/corporate-responsibility.

2021 CSR Highlights

ESG Oversight and Programs

•

Completed an ESG stakeholder assessment engaging a leading international third-party consultant specializing in ESG matters

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As a result of the assessment, key strategic areas of focus were identified

•

Focus areas beginning in 2022 include:

○

Continued pursuit of environmental sustainability efforts including continued collection of key data and development of longer term reduction targets

○

Ongoing execution of associate engagement and diversity and inclusion strategies

○

Product stewardship activities around the assessment of environmental and social characteristics of our products

○

Further plans to enhance ESG data collection and disclosure

Disclosure

•

Published a second annual Corporate Social Responsibility Report

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CSR Report incorporated disclosures in accordance with standards of the Sustainability Accounting Standards Board (“SASB”) and the Task Force on Climate-related Disclosures (“TCFD”)

•

MSA again participated in the Carbon Disclosure Project

Select CSR Data

•

Associate health and safety is embedded in our culture with safety programs and metrics maintained throughout the Company

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Approximately 51% of our U.S. workforce self-identifies as diverse by race or gender

•

Women comprise approximately 41% of MSA’s U.S. workforce

•

MSA made contributions of approximately $1.2 million to charitable giving

Recognitions

MSA earned a variety of awards reflecting our commitment to CSR

•

Newsweek’s America’s Most Responsible Companies (2022)

•

Forbes Best Employers for Diversity (2021)

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Forbes America’s Best Midsize Employers (2021)

•

Forbes America’s Best Employers for New Graduates (2021)

SEC Form DEF 14A filed by MSA Safety Incorporated