Douglas Dynamics, Inc. Preliminary proxy statement not related to a contested matter or merger/acquisition

Preliminary proxy statement not related to a contested matter or merger/acquisition

Pay vs Performance Disclosure

Pay vs Performance Disclosure
Pure in Millions

12 Months Ended

Dec. 31, 2025

USD ($)

Dec. 31, 2024

USD ($)

Dec. 31, 2023

USD ($)

Dec. 31, 2022

USD ($)

Dec. 31, 2021

USD ($)

Dec. 31, 2020

Pay vs Performance Disclosure

Pay vs Performance Disclosure, Table

Pay Versus Performance Disclosure

We are providing the following disclosure comparing our named executive officer (“NEO”) compensation to company performance pursuant to the SEC rules relating to Section 14(i) of the Securities Exchange Act of 1934. The table below sets forth our pay versus performance disclosure in accordance with Item 402(v) of the SEC’s Regulation S-K.

													Value of $100
Year	Summary Compensation Table Total for PEO #1 (a)		Compensation Actually Paid to PEO #1 (a)		Summary Compensation Table Total for PEO #2 (a)		Compensation Actually Paid to PEO #2 (b)		Average Summary Compensation Table Total for Non-PEO NEOs (c)		Average Compensation Actually Paid to Non-PEO NEOs (d)		Total Share- holder Return (e)		Peer Group Total Share- holder Return (f)		Net Income (millions) (g)		Adjusted EBITDA (millions) (h)
2025	$	3,008,565	$	3,571,721	$	295,429	$	202,882	$	1,534,884	$	1,992,933	$	91.72	$	125.68	$	46.9	$	97.7
2024	$	1,613,188	$	1,437,676	$	2,870,121	$	2,234,619	$	1,433,904	$	1,261,384	$	64.07	$	112.93	$	56.2	$	79.3
2023		-		-	$	2,490,873	$	455,862	$	728,017	$	342,675	$	76.64	$	102.64	$	23.7	$	68.1
2022		-		-	$	3,539,739	$	3,351,817	$	1,140,702	$	1,105,461	$	89.80	$	89.18	$	38.6	$	86.8
2021		-		-	$	3,338,813	$	2,876,666	$	1,040,747	$	941,902	$	93.99	$	113.69	$	30.7	$	79.5

(a)	The principal executive officer (“PEO”) #1 is Mr. Van Genderen for 2025 and Mr. Janik for 2024, and the PEO #2 is Mr. Janik for 2025 and Mr. McCormick for 2020, 2021, 2022, 2023 and 2024.

(b)

Compensation actually paid is adjusted from summary compensation table total compensation for changes in the fair value of outstanding unvested stock during the period plus dividends on unvested stock. See additional detail below. Because the performance share units granted in 2025 and 2024 have three separate annual performance periods rather than, as in prior years, a single three-year performance period, and each year’s performance goals will be set only at the beginning of the applicable year, under ASC Topic 718, only the first tranche of the grants corresponding to the first performance year in 2025 and the second tranche of the grants corresponding to the second performance year in 2024 have a grant date in 2025, and the grant date fair value of the stock awards in the summary compensation table therefore reflects only a portion of the performance share units. Likewise, the adjustments for the change in the fair value of the performance share units granted in 2025 to derive compensation actually paid are limited to the first tranche of the grants corresponding to the first performance year in 2025 and the second tranche of grants corresponding to the second performance year in 2024. The amounts shown for years prior to 2023 have been adjusted from the amounts shown in our Definitive Proxy Statement on Schedule 14A filed with the SEC on March 24, 2023 to reflect the treatment of certain awards as vested, solely for purposes of the compensation actually paid calculation, when the award holder reaches retirement eligibility under the terms of the award.

(c)	Includes Ms. Lauber for 2021, 2022, 2023,2024 and 2025; Mr. Bernauer for 2025; Ms. Evans for 2021, 2022, 2023 and 2024; Mr. Van Genderen for 2023 and 2024; and Keith Hagelin for 2020, 2021 and 2022.

(d)

Average of (c) adjusted for same items as PEO in (b). The amounts shown for years prior to 2023 have been adjusted from the amounts shown in our Definitive Proxy Statement on Schedule 14A filed with the SEC on March 24, 2023 to reflect the treatment of certain awards as vested, solely for purposes of the compensation actually paid calculation, when the award holder reaches retirement eligibility under the terms of the award.

(e)

Assumes $100 invested on market close on December 31, 2020 through end of the fiscal year for which Total Shareholder Return (“TSR”) is being calculated. TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period.

(f)

Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the Russell 2000, which comprises the same issuers we use for purposes of Item 201(e)(1)(ii) of Regulation S-K.

(g)	Net income pursuant to U.S. GAAP

(h)

Represents our company selected measure – Adjusted earnings before interest, taxes, depreciation, and amortization (“Adjusted EBITDA”). Adjusted EBITDA represents net income (loss) before interest, taxes, depreciation and amortization, as further adjusted for certain charges consisting of unrelated legal and consulting fees, acquisition costs, stock based compensation, severance, restructuring charges, impairment charges, CEO transition costs, gain on sale leaseback transaction and related transaction costs, loss on disposal of fixed assets related to facility relocations, certain non-cash purchase accounting expenses, impairment charges, expenses related to debt modifications, loss on extinguishment of debt, and incremental costs related to the COVID-19 pandemic.

Adjustment To PEO Compensation, Footnote

To calculate compensation actually paid (“CAP”), the following amounts were deducted from and added to Summary Compensation Table (“SCT”) total compensation:

Adjustments to Determine Compensation “Actually Paid” for PEO #1	2025			2024
Deduction for amounts reported under the “Stock Awards” column in the SCT	$	(1,110,239	)	$	(1,049,970	)
Deduction for amounts reported under the “Option Awards” columns in the SCT	$	0		$	0
Increase for fair value of awards granted during year that remain unvested as of year end	$	1,409,535		$	0
Increase for fair value of awards granted during year that vest during year	$	0		$	874,458
Increase/deduction for change in fair value from prior year-end to current year-end of awards granted prior to year that were outstanding and unvested as of year-end	$	216,583		$	0
Increase/deduction for change in fair value from prior year-end to vesting date of awards granted prior to year that vested during year	$	7,248		$	0
Deduction of fair value of awards granted prior to year that were forfeited during year	$	0		$	0
Increase based upon incremental fair value of awards modified during year	$	0		$	0
Increase based on dividends or other earnings paid during year prior to vesting date of award	$	40,029		$	0
Total Adjustments	$	563,156		$	(175,512	)

Adjustments to Determine Compensation “Actually Paid” for PEO #2	2025			2024			2023			2022			2021
Deduction for amounts reported under the “Stock Awards” column in the SCT	$	(114,596	)	$	(1,309,673	)	$	(1,464,873	)	$	(2,206,968	)	$	(1,979,253	)
Deduction for amounts reported under the “Option Awards” columns in the SCT	$	0		$	0		$	0		$	0		$	0
Increase for fair value of awards granted during year that remain unvested as of year end	$	0		$	236,532		$	457,053		$	1,509,433		$	815,746
Increase for fair value of awards granted during year that vest during year	$	0		$	966,607		$	639,074		$	511,341		$	717,039
Increase/deduction for change in fair value from prior year-end to current year-end of awards granted prior to year that were outstanding and unvested as of year-end	$	0		$	(586,869	)	$	(1,738,610	)	$	(53,351	)	$	(132,531	)
Increase/deduction for change in fair value from prior year-end to vesting date of awards granted prior to year that vested during year	$	0		$	(42,291	)	$	8,010		$	(13,534	)	$	59,877
Deduction of fair value of awards granted prior to year that were forfeited during year	$	0		$	0		$	0		$	0		$	0
Increase based upon incremental fair value of awards modified during year	$	0		$	0		$	0		$	0		$	0
Increase based on dividends or other earnings paid during year prior to vesting date of award	$	22,048		$	100,192		$	64,336		$	65,157		$	56,975
Total Adjustments	$	(92,548	)	$	(635,502	)	$	(2,035,010	)	$	(187,922	)	$	(462,147	)

Non-PEO NEO Average Total Compensation Amount

$ 1,534,884

$ 1,433,904

$ 728,017

$ 1,140,702

$ 1,040,747

Non-PEO NEO Average Compensation Actually Paid Amount

$ 1,992,933

1,261,384

342,675

1,105,461

941,902

Adjustment to Non-PEO NEO Compensation Footnote

Adjustments to Determine Compensation “Actually Paid” for Non-PEO NEOs	2025			2024			2023			2022			2021
Deduction for amounts reported under the “Stock Awards” column in the SCT	$	(540,811	)	$	(701,143	)	$	(262,951	)	$	(520,176	)	$	(445,224	)
Deduction for amounts reported under the “Option Awards” columns in the SCT	$	0		$	0		$	0		$	0		$	0
Increase for fair value of awards granted during year that remain unvested as of year end	$	686,209		$	608,657		$	172,663		$	433,954		$	280,727
Increase for fair value of awards granted during year that vest during year	$	0		$	35,521		$	23,485		$	57,864		$	58,132
Increase/deduction for change in fair value from prior year-end to current year-end of awards granted prior to year that were outstanding and unvested as of year-end	$	127,139		$	(124,143	)	$	(334,006	)	$	(17,426	)	$	(38,913	)
Increase/deduction for change in fair value from prior year-end to vesting date of awards granted prior to year that vested during year	$	140,756		$	(18,635	)	$	4,185		$	(6,204	)	$	29,330
Deduction of fair value of awards granted prior to year that were forfeited during year	$	0		$	0		$	0		$	0		$	0
Increase based upon incremental fair value of awards modified during year	$	0		$	0		$	0		$	0		$	0
Increase based on dividends or other earnings paid during year prior to vesting date of award	$	44,755		$	27,223		$	11,282		$	16,747		$	17,103
Total Adjustments	$	458,049		$	(172,520	)	$	(385,342	)	$	(35,241	)	$	(98,845	)

Compensation Actually Paid vs. Total Shareholder Return

The following graphics provide a description of the relationships between CAP and certain financial performance measures. We have aggregated the CAP for our two PEOs for 2024 and 2025 in the following graphics.

Compensation Actually Paid vs. Net Income

Compensation Actually Paid vs. Company Selected Measure

Tabular List, Table

Required Tabular Disclosure of Most Important Measures to Determine 2025 CAP

The four performance measures listed below represent the most important financial performance measures used to link CAP for 2025 as further described in our Compensation Discussion and Analysis.

Most Important Performance Measures

Adjusted EBITDA

FCF

Adjusted EPS

RONA

Operating Income

Relative TSR