MEC Mayville Engineering Company Inc

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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  ☒                             Filed by a Party other than the Registrant  ☐

Check the appropriate box:

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MAYVILLE ENGINEERING COMPANY, 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 all boxes that apply):

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MAYVILLE ENGINEERING COMPANY, INC.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Be Held April 22, 2025

To the Shareholders of

Mayville Engineering Company, Inc.:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Mayville Engineering Company, Inc. will be held online at www.virtualshareholdermeeting.com/MEC2025 on Tuesday, April 22, 2025, at 2:00 P.M., Central Time, for the following purposes:

1. To elect two directors to hold office until the 2028 annual meeting of shareholders and until their successors are duly elected and qualified.

2. To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2025.

3. To conduct an advisory vote to approve the compensation of our named executive officers as disclosed in the accompanying proxy statement.

4. To conduct an advisory vote on the frequency of future advisory votes on the compensation of our named executive officers.

5. To consider and act upon such other business as may properly come before the meeting or any adjournment or postponement thereof.

The close of business on February 21, 2025, has been fixed as the record date for the determination of shareholders entitled to notice of, and to vote at, the meeting and any adjournment or postponement thereof.

A proxy for the meeting and a proxy statement are enclosed herewith. You or your proxyholder can participate, vote, and examine our shareholder list at the Annual Meeting by visiting www.virtualshareholdermeeting.com/MEC2025 and using your control number found on your proxy card.

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Mayville, Wisconsin

March 11, 2025

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting To Be Held on April 22, 2025. The Mayville Engineering Company, Inc. proxy statement for the 2025 Annual Meeting of Shareholders and the 2024 Annual Report to Shareholders are available at www.proxyvote.com.

YOUR VOTE IS IMPORTANT NO MATTER HOW LARGE OR SMALL YOUR HOLDINGS MAY BE. TO ASSURE YOUR REPRESENTATION AT THE MEETING, PLEASE DATE THE ENCLOSED PROXY, WHICH IS SOLICITED BY THE BOARD OF DIRECTORS, SIGN EXACTLY AS YOUR NAME APPEARS THEREON AND RETURN IMMEDIATELY, OR VOTE OVER THE INTERNET OR BY TELEPHONE AS PROVIDED ON YOUR PROXY CARD.

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MAYVILLE ENGINEERING COMPANY, INC.

135 S. 84th Street, Suite 300

Milwaukee, Wisconsin 53214

PROXY STATEMENT

FOR

ANNUAL MEETING OF SHAREHOLDERS

To Be Held April 22, 2025

This proxy statement is being furnished to shareholders by the Board of Directors (the “Board”) of Mayville Engineering Company, Inc. (the “Company”, “we”, “our”, “us” or similar terms), beginning on or about March 11, 2025, in connection with a solicitation of proxies by the Board for use at the Annual Meeting of Shareholders to be held online at www.virtualshareholdermeeting.com/MEC2025 on Tuesday, April 22, 2025, at 2:00 P.M., Central Time, and all adjournments or postponements thereof (the “Annual Meeting”) for the purposes set forth in the attached Notice of Annual Meeting of Shareholders.

Only holders of record of the Company’s common stock, no par value per share (the “Common Stock”), at the close of business on February 21, 2025 (the “Record Date”), are entitled to vote at the Annual Meeting. On that date, the Company had outstanding and entitled to vote 20,419,823 shares of Common Stock, each of which is entitled to one vote per share. The presence of a majority of the votes entitled to be cast shall constitute a quorum for the purpose of transacting business at the Annual Meeting. Abstentions and broker non-votes will be counted as present in determining whether there is a quorum.

To ensure that your vote is recorded promptly, please vote as soon as possible, even if you plan to attend the Annual Meeting by virtual presence online. Whether you hold shares directly as the shareholder of record or beneficially in street name, you may direct how your shares are voted without attending the Annual Meeting. If you are a shareholder of record, you have the option to vote by written proxy or electronically via either the internet or telephone pursuant to instructions provided on the proxy card sent to you. A shareholder of record may access and complete the proxy card online at www.proxyvote.com or vote by telephone (1-800-690-6903), in each case by using the control number provided on your proxy card. If you hold shares beneficially in street name, you may also vote by proxy by following the voting instructions provided to you by your broker, bank, trustee or nominee.

If you attend the Annual Meeting online, you may also vote your shares at www.virtualshareholdermeeting.com/MEC2025 during the meeting, and any previous votes that you submitted will be superseded by the vote that you cast at the Annual Meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the Annual Meeting, you must obtain from the record holder of those shares a legal proxy issued in your name.

If you hold shares in the Mayville Engineering Company, Inc. Employee Stock Ownership Plan (the “ESOP”) and/or the Mayville Engineering Company, Inc. 401(k) Plan (the “401(k) Plan”), you must provide voting instructions to the trustee of those plans by April 17, 2025, which can be done by written proxy or electronically via either the internet or telephone pursuant to instructions provided on the proxy card sent to you. A holder of shares in the ESOP and/or the 401(k) Plan may access and complete the proxy card online at www.proxyvote.com or vote by telephone (1-800-690-6903), in each case by using the control number provided on your proxy card. If no instructions are made or if your completed proxy card is not received by April 17, 2025, the trustee of will votes the shares allocated to your plan account in its sole discretion (for shares in the ESOP) or as directed by the 401(k) Plan sponsor, which is the Company (for shares in the 401(k) Plan).

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The format of the Annual Meeting will be a virtual-only meeting. We have worked to offer the same participation opportunities as would be provided at an in person annual meeting.

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You may attend and participate in the Annual Meeting by virtual presence online if you were a shareholder or joint holder as of the close of business on the Record Date (February 21, 2025), or you hold a valid proxy for the Annual Meeting. To attend the Annual Meeting by virtual presence online, go to www.virtualshareholdermeeting.com/MEC2025. If you are a shareholder of record or hold shares in the ESOP or the 401(k) Plan, you will also need to provide your control number found on your proxy card. If you are not a shareholder of record and do not hold your shares in the ESOP or the 401(k) Plan, but hold shares through a broker, trustee or nominee, you will also need to obtain a legal proxy from the broker, trustee or nominee that holds your shares, have a copy of the voting instruction card provided by your broker, trustee or nominee, and provide your control number found on the voting instruction card provided by such broker, trustee or nominee.

The virtual Annual Meeting will begin promptly at 2:00 P.M., Central Time. Online check-in will begin at 1:45 P.M., Central Time, and you should allow ample time for the online check-in procedures. If you have difficulty accessing the Annual Meeting, please call the telephone number provided on the login page at www.virtualshareholdermeeting.com/MEC2025. We will have technicians available to assist you.

Whether or not you participate in the Annual Meeting, it is important that your shares be part of the voting process. The methods by which you may vote are described above and on your proxy card.

Execution of a proxy given in response to this solicitation will not affect a shareholder’s right to attend and vote at the Annual Meeting by virtual presence online. Virtual presence at the Annual Meeting of a shareholder who has signed a proxy does not in itself revoke a proxy. Any shareholder giving a proxy may revoke it at any time before it is exercised by giving notice thereof to the Company in writing, by delivering a duly executed proxy bearing a later date or by voting by virtual presence online at the Annual Meeting.

The shares represented by all properly executed unrevoked proxies received in time for the Annual Meeting will be voted as specified on the proxies. If no direction is given on a properly executed unrevoked proxy, it will be voted as follows:

Other than the election of two directors, the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2025, the advisory vote on the compensation of our named executive officers and the advisory vote on the frequency of future advisory votes on the compensation of our named executive officers, the Board has no knowledge of any matters to be presented for action by the shareholders at the Annual Meeting.

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ELECTION OF DIRECTORS

The Company’s bylaws provide that the directors shall be divided into three classes, with the classes to be as nearly equal in number as possible, and with the directors serving three-year terms. At the Annual Meeting, the shareholders will elect two directors to hold office until the 2028 annual meeting of shareholders and until their respective successors are duly elected and qualified. Unless shareholders otherwise specify, the shares represented by the proxies received will be voted in favor of the election as directors of the two persons named as nominees herein. The Board has no reason to believe that the listed nominees will be unable or unwilling to serve as directors if elected. However, in the event that any nominee should be unable to serve or for good cause will not serve, the shares represented by proxies received will be voted for another nominee selected by the Board.

Each director will be elected by a plurality of the votes cast at the Annual Meeting, assuming a quorum is present. For this purpose, “plurality” means that the nominees receiving the largest number of votes will be elected as directors. Any shares not voted at the Annual Meeting, whether due to abstentions, broker non-votes or otherwise, will have no impact on the election of the directors. Votes will be tabulated by an inspector of elections appointed by the Company.

The Board is presently composed of seven members, six of whom are non-employee, independent directors. As previously announced, Allen J. Carlson, a director since January 2016, is retiring from the Board following the Annual Meeting on April 22, 2025.

The following sets forth certain information, as of February 21, 2025, about the Board’s nominees for election at the Annual Meeting and each director of the Company whose term will continue after the Annual Meeting.

Nominees for Election at the Annual Meeting

Terms expiring at the 2028 Annual Meeting

Jagadeesh (Jag) A. Reddy, 53, joined the Company as President and Chief Executive Officer, as well as a director, in July 2022. Prior to joining us, Mr. Reddy served as a member of the senior leadership team at W.R. Grace & Co. since 2018, most recently as the head of its Strategy and Growth function, as well as the Managing Director of its Advanced Refining Technologies hydroprocessing joint venture with Chevron. Before joining W.R. Grace & Co., he served as Vice President and General Manager, Water Technologies Strategic Business Unit from 2014 to 2017, and Vice President, Corporate Strategy from 2012 to 2014 at Pentair plc. Previously, Mr. Reddy held leadership roles of increasing responsibility at ITT Corporation and its spin-off, Xylem Inc. Mr. Reddy also held product management and mergers and acquisitions roles at Danaher Corporation and United Technologies. He started his career in manufacturing operations at Denso Corporation. Mr. Reddy earned a master’s of business administration degree in Finance and Strategy from the Kellogg School of Management and a master’s degree in Engineering Management from the McCormick School of Engineering, both at Northwestern University. He also holds a master’s degree in Industrial Engineering from the University of Tennessee and a bachelor’s degree in Mechanical Engineering from Sri Venkateswara University in India. We believe that Mr. Reddy is qualified to serve as a director of our company because he has extensive senior management experience and serves as our President and Chief Executive Officer.

Jay O. Rothman, 65, has been a member of the Board since July 2008. He has served as President of the Universities of Wisconsin since June 2022. Prior to serving in his current position, Mr. Rothman served as the Chairman and Chief Executive Officer of Foley & Lardner LLP, a national law firm, from June 2011 to May 2022. Mr. Rothman serves as director of Quad/Graphics, Inc. Mr. Rothman received a bachelor’s degree from Marquette University in 1982 and his law degree from Harvard Law School in 1985. We believe that Mr. Rothman’s career as an executive, as well as a business attorney, qualifies him to serve as a member of the Board.

THE BOARD RECOMMENDS THE FOREGOING NOMINEES FOR ELECTION AS DIRECTORS AND URGES EACH SHAREHOLDER TO VOTE “FOR” SUCH NOMINEES. SHARES OF THE COMPANY’S COMMON STOCK REPRESENTED BY EXECUTED BUT UNMARKED PROXIES WILL BE VOTED “FOR” SUCH NOMINEES.

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Directors Continuing in Office

Terms expiring at the 2026 Annual Meeting

Steven L. Fisher, 70, has been a member of the Board since November 2013. He has previously served as an executive at Caterpillar Inc., where he was a Division Chief Financial Officer from 1991 to 1998 and Vice President from 2005 to 2014. Mr. Fisher currently serves as a member of the advisory board of Palmer Johnson Power Systems. Mr. Fisher received a bachelor’s degree in Accounting from Bradley University and is a licensed Certified Public Accountant. We believe Mr. Fisher’s substantial experience as an executive of a public company in the manufacturing industry and accounting expertise qualifies him to serve on the Board.

Robert L. McCormick, 64, has been a member of the Board since December 2022. Mr. McCormick retired from Douglas Dynamics in 2024, but he had previously served as an officer at Douglas Dynamics Inc. where he was the Vice President and Chief Financial Officer and Treasurer from 2004 to 2017, Chief Operating Officer from 2017 to 2019 and President and Chief Executive Officer from 2019 to July 2024. Mr. McCormick also served as a Director on the Board of Douglas Dynamics Inc. from 2019 to 2024. Prior to joining Douglas Dynamics, Mr. McCormick also served as President and Chief Executive Officer of Xymox Technology Inc. from 2001 to 2004. Prior to that, he served in various capacities in the Newell Rubbermaid Corporation, including President from 2000 to 2001 and Vice President Group Controller from 1997 to 2000. Mr. McCormick graduated from the University of Wisconsin - Whitewater with a bachelor’s degree in Accounting in 1982 and received his CPA certificate in 1984. Since 2017, he has been a member of the Board of Directors for nonprofit organization The Parenting Network. We believe that Mr. McCormick’s over 40 years of experience in the manufacturing industry and his years as the Chief Executive Officer or Chief Financial Officer of a public company qualifies him to serve as a member of the Board.

Terms expiring at the 2027 Annual Meeting

Timothy L. Christen, 66, has been a member of the Board since June 2016 and has served as our non-executive Chair of the Board since July 2022. He also serves as a director of Expensify, a cloud-based expense management platform, since 2021 and CPA.com, a provider of innovative strategies and solutions to accounting firms and their clients, since 2018. Mr. Christen is Chairman Emeritus of Baker Tilly US, LLP, a national public accounting firm where he served as a partner from 1990 to 2016 and as Chairman and Chief Executive Officer from 1999 to 2016, and Baker Tilly International Ltd., a top ten global accounting network where he served as Chairman from 2017 to 2021. He was appointed as a trustee of the Financial Accounting Foundation (FAF) as of January 1, 2021. Mr. Christen also served as director of the American Institute of CPAs from 2014 to 2017, serving as Chairman from 2015 to 2016. He earned his bachelor’s degree in Accounting from the University of Wisconsin-Platteville and is a licensed Certified Public Accountant. We believe Mr. Christen’s forty-plus years of accounting expertise and substantial strategy, risk and management experience over his 16 years as the Chief Executive Officer of a national public accounting firm qualifies him to serve as a member of the Board.

Jennifer J. Kent, 53, has been a member of the Board since December 2020. She has served as Chief Legal Officer and Corporate Secretary of Kohl’s Corporation, a retailer, since February 2023. Prior to serving in her current position, Ms. Kent was the Executive Vice President and Chief People & Legal Officer of Quad/Graphics, Inc., a marketing experience company, and served in that role since June 2015 under its previous title of Executive Vice President of Administration, General Counsel & Secretary. Ms. Kent joined Quad in August 2010 as Assistant General Counsel and was promoted to Vice President and General Counsel in December 2013. Prior thereto, Ms. Kent held various positions in motorcycle manufacturer Harley-Davidson Motor Company’s legal department from 2003 to 2010, including Associate General Counsel. Ms. Kent earned her law degree from Stanford University and a bachelor’s degree in journalism from the University of Iowa. We believe Ms. Kent’s over 20 years of broad business and leadership experience, including managing legal, compliance, human resources, corporate communications, government affairs, real estate, and safety and environmental management functions at a public company, qualifies her to serve on the Board.

CORPORATE GOVERNANCE

Corporate Governance Guidelines; Code of Conduct and Ethics

The Board has adopted Corporate Governance Guidelines that, in conjunction with the Board committee charters, establish processes and procedures to help ensure effective and responsive governance by the Board. The Corporate Governance Guidelines also establish the Company’s policies on director orientation and continuing education, which include a mandatory orientation program for new directors and provide that the Board will be assessed on an annual basis to determine whether it and its committees are functioning effectively. In addition, the Company’s Corporate Governance Guidelines provide that, at each regularly scheduled Board meeting, the independent directors meet in executive session. The independent directors may also meet at such other times as any of them determine appropriate. The Corporate Governance Guidelines also provide that the Company’s executive officers and other members of senior management who are not members of the Board will participate in Board meetings to present information, make recommendations and be available for direct interaction with

members of the Board. The Nominating and Corporate Governance Committee and the Board are responsible for regularly reviewing and revising the Corporate Governance Guidelines and related documents as and when appropriate. The Company has posted a copy of the Corporate Governance Guidelines on its website at ir.mecinc.com.

We have adopted a Code of Conduct and Ethics that applies to all of our directors, officers and employees, including our Chief Executive Officer and Chief Financial Officer and other persons performing similar functions. We have posted a copy of the Code of Conduct and Ethics on our website at ir.mecinc.com.

Other than the text of the Corporate Governance Guidelines and Code of Conduct and Ethics, the Company is not including the information contained on or available through its website as a part of, or incorporating such information by reference into, this proxy statement.

Director Independence; Board Leadership Structure

The Board has adopted director independence standards to assist it in making determinations regarding whether the Company’s directors are independent as that term is defined in the listing standards of the New York Stock Exchange (the “NYSE”). These standards are available on the Company’s website at ir.mecinc.com. Based on these standards, the Board determined that all of our non-employee directors (i.e., all directors except for Mr. Reddy, who is our President and Chief Executive Officer) are “independent directors” as that term is defined in the listing standards of the NYSE and the director independence standards adopted by the Board. In making this determination, the Board considered the current and prior relationships that each non-employee director has with the Company and all other facts and circumstances the Board deemed relevant in determining their independence, including any transactions described in the section titled “—Transactions with Related Persons” below.

Our Board believes it is important to have flexibility in selecting our Board leadership structure. Accordingly, our Corporate Governance Guidelines allow for the positions of Chair of the Board and Chief Executive Officer of the Company to be held by the same person. Since July 2022, the Board has decided that it is in the best interests of the Company and its shareholders to separate the roles of Chief Executive Officer and Chair of the Board, and our Board has been led by an independent, non-executive Chair since that time. The Board believes separating the roles of Chief Executive Officer and Chair of the Board enhances the accountability of the Chief Executive Officer to the Board, strengthens the Board’s independence from management, and ensures a greater role for the independent directors in the oversight of the Company. In addition it allows our Chief Executive Officer to focus his efforts on running our business and managing our Company in the best interests of our shareholders, while the Chair provides guidance to the Chief Executive Officer and, in consultation with management, helps to set the agenda for Board meetings and establishes priorities and procedures for the work of the full Board.

Insider Trading Policy

The Board has adopted an Insider Trading Policy that governs the purchase, sale and other acquisitions or dispositions of our stock by our directors, officers and employees. This policy is designed to promote compliance with insider trading laws, related Securities and Exchange Commission (“SEC”) rules and regulations and the listing standards of the NYSE. In addition, it is our policy that the Company will not trade in its stock when it is aware of material nonpublic information.

Prohibition on Derivatives, Hedging Transactions, Margin Accounts and Pledges

Our Insider Trading Policy also prohibits all of our directors, officers and employees from trading in puts, calls and other derivative securities with respect to shares of our stock that they were granted as part of their compensation or otherwise hold. In addition, our Insider Trading Policy prohibits all of our directors, officers and employees from purchasing any financial instruments (including prepaid variable forward contracts, equity swaps, collars and exchange funds) or otherwise engaging in transactions that are designed to or have the effect of hedging or offsetting any decrease in the market value of our stock. Our directors, officers and certain other designated employees are also prohibited from holding our stock in a margin account or pledging our stock as collateral for a loan.

Board Meetings

The Board held four meetings in 2024. During the period of the directors’ service in 2024, each of the directors attended at least 75% of the meetings of the Board and the committees on which they served during 2024.

At each regularly scheduled Board meeting, the independent directors meet separately in executive session. An independent director presides over each executive session of the independent directors. The independent director who presides may differ from meeting to meeting, which is dependent on the subject matter of the agenda of the executive session.

Directors are expected to attend our annual meeting of shareholders each year. At the 2024 annual meeting of shareholders, all of the directors then serving were in attendance.

Committees

The Board currently has a standing Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee. Each of these committees has the responsibilities set forth in formal written charters adopted by the Board. The Company makes available copies of each of these charters on its website located at ir.mecinc.com. Other than the text of the charters, the Company is not including the information contained on or available through its website as a part of, or incorporating such information by reference into, this proxy statement.

Audit Committee

The Audit Committee assists the Board in fulfilling the oversight responsibilities the Board has with respect to (i) the integrity of our financial statements and accounting and financial reporting processes, (ii) our compliance with legal and regulatory requirements, (iii) the qualifications and independence of our independent registered public accounting firm, (iv) the performance of our internal audit and disclosure controls functions and the performance of our independent registered public accounting firm and (v) monitoring our risk management framework (including cybersecurity and data protection policies and processes). The Audit Committee has responsibility for the appointment, compensation, retention and oversight of our independent registered public accounting firm, which reports directly to the Audit Committee. The Audit Committee is also responsible for preparing an audit committee report to be included in our annual proxy statement, and reviews, approves and oversees on an on-going basis any related party transactions. The Audit Committee has authority to preapprove all auditing and permitted non-audit services to be performed by our independent registered public accounting firm, subject to the de minimis exceptions provided under the Securities Exchange Act of 1934, as amended. The Audit Committee has established procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting and auditing matters.

The Audit Committee presently consists of Steven L. Fisher (Chairperson), Timothy L. Christen and Robert L. McCormick, each of whom is independent as defined in Rule 10A-3 of the Securities Exchange Act of 1934 and under the listing standards of the NYSE, as well as the director independence standards adopted by the Board. In addition, the Board has determined that each member of the Audit Committee qualifies as an “audit committee financial expert” as defined by the rules of the Securities and Exchange Commission and meets the expertise requirements for audit committee members under the listing standards of the NYSE. The Audit Committee held four meetings in 2024.

Compensation Committee

The purpose of the Compensation Committee is to assist the Board in discharging its responsibilities relating to the compensation of our chief executive officer and other executive officers. In this role, the Compensation Committee has the overall responsibility of administering our incentive and equity compensation plans, as well as providing oversight of the policies and practices relating to employee relations and human resource activities. The Compensation Committee approves the compensation of our executive officers, including the Chief Executive Officer. The Compensation Committee also provides oversight of the design of all our retirement and health and welfare plan programs and human resource management practices and policies, including hiring and retention, performance management programs, programs relating to diversity, leadership development and manager succession planning. It has authority to retain or obtain the advice of compensation consultants to assist with regard to any of its activities. The Compensation Committee also administers our incentive and equity compensation plans.

The Compensation Committee presently consists of Jennifer J. Kent (Chairperson), Allen J. Carlson, Steven L. Fisher and Robert L. McCormick, each of whom meets the independence standards of the NYSE and the Securities and Exchange Commission for compensation committee members, as well as the director independence standards adopted by the Board. The Compensation Committee held three meetings in 2024.

In 2024, the Compensation Committee retained Pearl Meyer and Partners, LLC to provide it with market information, analysis and other advice relating to executive compensation on an ongoing basis. The Compensation Committee engaged Pearl Meyer and Partners, LLC to, among other things, assist in developing an appropriate group of peer companies to help us determine the appropriate level of overall compensation for our executive officers, as well as to assess each separate element of compensation, with a goal of ensuring that the compensation we offer to our executive officers, individually as well as in the aggregate, is competitive and fair. We do not believe the retention of, or the work performed by, Pearl Meyer and Partners, LLC creates any conflict of interest.

Nominating and Corporate Governance Committee

The purposes of the Nominating and Corporate Governance Committee are to (i) carry out the responsibilities delegated to it by the Board relating to our director nomination processes and procedures, (ii) identify individuals qualified to become members of the Board (consistent with criteria approved by the Board), (iii) select and recommend to the Board qualified potential director nominees for election at

each of the annual meeting of shareholders, (iv) develop, maintain and recommend to the Board a set of corporate governance guidelines applicable to us, and provide oversight of our environmental, corporate social responsibility and governance programs and practices, (v) assist in the evaluation of the Board and its committees and (vi) oversee, in collaboration with the Audit Committee, compliance with the rules, regulations and ethical standards for our directors, officers and employees, including corporate governance matters and practices.

The Nominating and Corporate Governance Committee presently consists of Jay O. Rothman (Chairperson), Allen J. Carlson, Timothy L. Christen and Jennifer J. Kent, each of whom meets the independence standards of the NYSE for Nominating and Corporate Governance Committee members, as well as the director independence standards adopted by the Board. The Nominating and Corporate Governance Committee held one meeting in 2024.

Board Oversight of Risk

The Board, as a whole and through its committees, has responsibility for the oversight of risk management at the Company. In its risk oversight role, the Board has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed. The Board receives reports from management on financial, operational, legal compliance and reputation risks and the degree of exposure to those risks. The Board helps ensure that management is properly focused on risk by, among other things, reviewing and discussing the performance of senior management and business units of the Company.

The Board oversees an enterprise-wide approach to risk management, which is designed to (i) support the achievement of organizational objectives, including strategic objectives, (ii) improve long-term organizational performance and (iii) enhance shareholder value. Several Board committees are responsible for risk oversight in specific areas. The Board relies on its Audit Committee to address significant financial risk exposures and the steps management has taken to monitor, control and report such exposures to the full Board, including the Company’s risk assessment and risk management guidelines and policies. The Compensation Committee monitors and evaluates risks arising from the Company’s compensation policies and practices for its employees. The Board’s role in the Company’s risk oversight has not affected the Board’s leadership structure. During 2024, the Board and its committees also reviewed and discussed with management macroeconomic conditions, including inflation, elevated interest rates, labor availability, material cost pressures and inconsistent customer demand, and management’s strategies and initiatives to respond to, and mitigate, any adverse impacts.

Nominations of Directors

The Nominating and Corporate Governance Committee will consider persons recommended by shareholders to become nominees for election as directors. Recommendations for consideration by the Nominating and Corporate Governance Committee should be sent to the Secretary of the Company in writing together with appropriate biographical information concerning each proposed nominee. The Company’s bylaws also set forth certain requirements for shareholders wishing to nominate director candidates. See the section titled “Miscellaneous—Shareholder Proposals” below for additional information.

In identifying and evaluating nominees for director, the Nominating and Corporate Governance Committee seeks to ensure that the Board possesses, in the aggregate, the strategic, managerial and financial skills and experience necessary to fulfill its duties and to achieve its objectives, and seeks to ensure that the Board is comprised of directors who have broad and diverse backgrounds, possessing knowledge in areas that are of importance to the Company. The Nominating and Corporate Governance Committee looks at each nominee on a case-by-case basis regardless of who recommended the nominee. In looking at the qualifications of each candidate to determine if their election would further the goals described above, the Nominating and Corporate Governance Committee will consider areas of expertise and competencies that candidates may have to offer as well as the overall composition and diversity of the Board. In addition, the Board and the Nominating and Corporate Governance Committee believe that the Board as a collective whole should have the following technical skills and experience:

The Nominating and Corporate Governance Committee also believes that nominees for director should possess the following attributes:

Communications with the Board of Directors

Shareholders or interested parties may communicate with the Board by writing to Mayville Engineering Company, Inc., Board of Directors (or, at the writer’s option, to a specific director or to the independent directors as a group), c/o Sean P. Leuba, General Counsel, 135 S. 84th Street, Suite 300, Milwaukee, Wisconsin 53214. The General Counsel will ensure that the communication is delivered to the Board, the specified director or the specified group of directors, as the case may be.

Transactions with Related Persons

We had no related person transactions during 2024, and none are currently proposed, in which we were a participant and in which any related person had a direct or indirect material interest. Our Board has adopted written policies and procedures regarding related person transactions. For purposes of these policies and procedures:

Our Audit Committee is responsible for reviewing, approving or ratifying all related party transactions. The Audit Committee’s decision whether or not to approve or ratify a proposed transaction is made in light of whether consummation of the transaction is believed by the Audit Committee to not be or have been contrary to the best interests of the Company.

2024 DIRECTOR COMPENSATION

Directors who are employees of the Company receive no compensation for service as members of either the Board or committees thereof. Directors who are not employees of the Company, receive an annual retainer of $40,000 and an additional $1,000 per Committee meeting in excess of ten meetings annually. The non-executive Chair of the Board also receives an annual cash retainer of $35,000 and $25,000 in restricted stock units. The chairperson of each of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee also receive an annual cash retainer of $15,000, $12,000 and $10,000, respectively. In addition, our non-employee directors receive an annual equity grant of restricted stock units with a target grant date value of $125,000. The restricted stock units generally vest on the first anniversary of the grant date (or the next annual meeting of the shareholders, if earlier), contingent on the non-employee director’s continued service until the vesting date or earlier death or disability. Our non-employee directors are permitted to defer the settlement of their restricted stock units, and any awards deferred are reflected in the Stock Awards column of the table below in the year granted. We also reimburse all ordinary and necessary expenses incurred in the conduct of our business.

The following table provides information regarding the compensation of our non-employee directors during 2024:

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REPORT OF THE AUDIT COMMITTEE

In accordance with its written charter, the Audit Committee’s purposes include assisting the Board in fulfilling its oversight responsibilities with respect to (i) the integrity of the Company’s financial statements; (ii) the Company’s compliance with legal and regulatory requirements; and (iii) the qualifications and independence of the independent registered public accounting firm.

In fulfilling its responsibilities, the Audit Committee has reviewed and discussed the audited financial statements contained in the 2024 Annual Report on Form 10-K with the Company’s management and independent registered public accounting firm.

The Audit Committee discussed with the independent registered public accounting firm matters required to be discussed under the applicable requirements of the Public Company Accounting Oversight Board regarding communications with audit committees. In addition, the Company’s independent registered public accounting firm provided to the Audit Committee the written disclosures and the letter required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and the Audit Committee discussed with the independent registered public accounting firm the firm’s independence. The Audit Committee pre-approves all audit and permissible non-audit services provided by the independent registered public accounting firm. The Audit Committee has considered whether the provision of the services relating to the Audit-Related Fees, Tax Fees and All Other Fees set forth in the section titled “Miscellaneous – Independent Registered Public Accounting Firm” below was compatible with maintaining the independence of the independent registered public accounting firm and determined that such services did not adversely affect the independence of the firm.

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board (and the Board has approved) that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, for filing with the Securities and Exchange Commission.

This report shall not be deemed incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, and shall not otherwise be deemed filed under such Acts.

AUDIT COMMITTEE

Steven L. Fisher, Chairperson

Timothy L. Christen

Robert L. McCormick

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PRINCIPAL SHAREHOLDERS

The following table sets forth certain information regarding the beneficial ownership of Common Stock as of the Record Date (i.e., February 21, 2025) by: (1) each director and director nominee; (2) each of the executive officers named in the Summary Compensation Table; (3) all of the directors, director nominees and executive officers (including the executive officers named in the Summary Compensation Table) as a group; and (4) each person or entity known to the Company to be the beneficial owner of more than 5% of the Common Stock. Except as otherwise indicated in the footnotes, each of the holders listed below has sole voting and investment power over the shares beneficially owned. The footnotes also indicate instances in which the same shares are reported as held by two or more holders. As of the Record Date, there were 20,419,823 shares of Common Stock outstanding.

* Denotes less than 1%.

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DELINQUENT SECTION 16(a) REPORTS

Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s directors, executive officers and any owner of greater than 10% of the Company’s Common Stock to file reports with the Securities and Exchange Commission concerning their ownership of the Company’s Common Stock. Based solely upon information provided to the Company by individual directors and executive officers, the Company believes that, during the year ended December 31, 2024, all of its directors and executive officers and owners of greater than 10% of the Company’s Common Stock complied with the Section 16(a) filing requirements.

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RATIFICATION OF THE APPOINTMENT OF

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee has appointed Deloitte & Touche LLP to serve as our independent registered public accounting firm for the year ending December 31, 2025.

We are asking our shareholders to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm. Although ratification is not required, our Board is submitting the appointment of Deloitte & Touche LLP to our shareholders for ratification because we value our shareholders’ views on our independent auditors and as a matter of good corporate practice. In the event that our shareholders fail to ratify the appointment, the Audit Committee will consider it as a direction to consider the appointment of a different firm. Even if the appointment is ratified, the Audit Committee in its discretion may select a different independent auditor at any time if it determines that such a change would be in the best interests of the Company and our shareholders.

Representatives of Deloitte & Touche LLP are expected to be present at the Annual Meeting with the opportunity to make a statement if they so desire. Such representatives are also expected to be available to respond to appropriate questions.

Assuming a quorum is present at the Annual Meeting, the number of votes cast for the ratification of the Audit Committee’s appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2025 must exceed the number of votes cast against it. Abstentions and broker non-votes will be counted as present in determining whether there is a quorum; however, they will not constitute a vote “for” or “against” ratification and will be disregarded in the calculation of votes cast.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. SHARES OF THE COMPANY’S COMMON STOCK REPRESENTED BY EXECUTED BUT UNMARKED PROXIES WILL BE VOTED “FOR” RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

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EXECUTIVE COMPENSATION

The following section explains our executive compensation program for our named executive officers (“NEOs”) listed below. This section also describes the Compensation Committee’s process for making pay decisions, as well as its rationale for specific decisions related to the fiscal year ended December 31, 2024. Although our Company qualifies as a “smaller reporting company” as defined by the SEC, which allows us to take advantage of scaled-back disclosure requirements, we are including a more extensive narrative about our executive compensation program in an effort to be more transparent. Our NEOs for 2024 were:

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Executive Summary

Business Highlights

During 2024, we demonstrated resilience and agility, successfully managing through a challenging demand environment while advancing our strategic priorities outlined in the MBX framework. Despite temporary headwinds from customers de-stocking inventories amid reduced consumption, our proactive measures enabled solid adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) margin performance and consistent free cash flow (“Free Cash Flow”) generation. These results underscore our ability to deliver operational excellence and execute on our strategy, even in dynamic market conditions. Our proactive measures position us well to capitalize on a recovery in customer demand as market conditions normalize. We also strengthened our financial position through disciplined capital allocation, including debt repayment and opportunistic share repurchases, reinforcing our ability to execute on our long-term growth strategy.

Key performance highlights for 2024 include:

2024 Executive Compensation Highlights

Our executive compensation program has three primary elements: base salary, annual incentives and long-term equity incentives. Each of these compensation elements serves a specific purpose in our compensation strategy. Base salary is an essential component to any market-competitive compensation program. Annual incentives reward the achievement of short-term goals, while long-term incentives drive our NEOs to focus on long-term sustainable shareholder value creation. Based on our performance and consistent with the design of our program, the Compensation Committee made the following executive compensation decisions for fiscal 2024:

Compensation Practices & Policies

We also believe the following practices and policies within our program promote sound compensation governance and are in the best interests of our shareholders and executives:

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Shareholder Say-on-Pay Vote

During the fiscal year ended December 31, 2024, we exited “emerging growth company” status as defined in the Jumpstart Our Business Startups Act. As such, our shareholders will have their first opportunity to cast a non-binding advisory vote to approve our executive compensation at the Annual Meeting. In the future, we intend to consider the outcome of such say-on-pay votes when making compensation decisions regarding our executive compensation.

What Guides Our Program

Executive Compensation Philosophy

Our executive compensation philosophy is guided by principles that support attraction and retention, align with our business strategy, and create long-term shareholder value:

Elements of Total Direct Compensation

Our executive compensation philosophy is supported by the following compensation elements:

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Executive Compensation Decision-Making Process

The Role of the Compensation Committee. The Compensation Committee oversees the executive compensation program for our NEOs. The Committee is comprised of independent, non-employee members of the Board. The Compensation Committee works very closely with its independent consultant and management to examine the effectiveness of the Company’s executive compensation program throughout the year. The Compensation Committee makes all final compensation and equity award decisions regarding our NEOs, except for the CEO, whose compensation is determined by the independent members of the full Board, based upon recommendations of the Compensation Committee.

The Role of Management. Members of our management team attend regular Compensation Committee meetings where executive compensation, Company and individual performance, and competitive compensation levels and practices are discussed and evaluated. Only

Compensation Committee members can vote on decisions regarding NEO compensation. The CEO reviews his recommendations pertaining to the compensation of the other NEOs with the Compensation Committee providing management input, transparency, and oversight. Approvals of NEO compensation other than CEO compensation are made by the Compensation Committee. The CEO does not participate in the deliberations of the Compensation Committee regarding his own compensation. Independent members of the Board make all final determinations regarding CEO compensation.

The Role of the Independent Consultant. For 2024, the Compensation Committee retained Pearl Meyer and Partners, LLC (“Pearl Meyer”) to provide it with market information, analysis and other advice relating to executive compensation on an ongoing basis. The Compensation Committee engaged Pearl Meyer to, among other things, assist in developing an appropriate group of peer companies to help us determine the appropriate level of overall compensation for our executive officers, as well as to assess each separate element of compensation, with a goal of ensuring that the compensation we offer to our executive officers, individually as well as in the aggregate, is competitive and fair. The Compensation Committee has conducted an independent assessment of Pearl Meyer in accordance with NYSE and SEC rules. We do not believe the retention of, or the work performed by, Pearl Meyer creates any conflict of interest.

The Role of Peer Group Companies. The Compensation Committee strives to set a competitive level of total compensation for each NEO as compared with executive officers in similar positions at peer companies. For purposes of setting 2024 compensation levels, in conjunction with the recommendation of Pearl Meyer, the Compensation Committee took into account publicly-available data for a group of peer companies (the “2024 Compensation Peer Group”) listed below along with executive compensation survey data, where appropriate. Selection criteria for determining our Company’s compensation peer group also generally include U.S.-based companies in industrials and materials sectors with comparable revenues and market capitalization.

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It is important to note that this market data is not the sole determinant in setting pay levels for the NEOs. Actual pay levels can be above or below the targeted levels depending on factors such as experience, individual or company performance, tenure, employee potential, unique skills, criticality of the position to the Company and other factors.

2024 Executive Compensation Decisions

Base Salary

Base salary represents annual fixed compensation and is a standard element of compensation necessary to attract and retain talent. Base salary levels are reviewed annually. When making adjustments, the Compensation Committee considers the Company’s overall performance; the executive’s individual performance; the executive’s experience, career potential, and tenure with the Company; and competitive market practices. Decisions are generally made during the first quarter of the fiscal year.

Our NEOs’ base salaries were held flat in 2024, with the exception of Mr. Reddy. The Compensation Committee increased Mr. Reddy’s base salary to better align with the market. Annual base salary rates for 2024 were as follows:

Annual Incentives (Cash Bonus)

Our NEOs have the opportunity to earn a performance-based annual incentive (cash bonus). Actual bonus payouts depend on the achievement of pre-determined financial performance goals and can range from 0% to 200% of target award amounts. Target annual bonus opportunities are expressed as a percentage of base salary and were established by the NEO’s level of responsibility and their ability to impact overall results. The Compensation Committee also considers market data in setting target award amounts. Target award opportunities for 2024 were as follows:

For 2024, financial performance goals were based on the achievement of Company Adjusted EBITDA and Free Cash Flow, each weighted 50%. The Compensation Committee chose Adjusted EBITDA and Free Cash Flow to ensure a balanced focus on liquidity, operational efficiency, and sustainable profitability, driving long-term value creation. Adjusted EBITDA represents net income before interest expense, provision for income taxes, depreciation, amortization, stock-based compensation expense, legal costs due to a former fitness customer and adjusted for items to be determined unusual in nature or infrequent in occurrence for the year ended December 31, 2024, as approved by the Compensation Committee. Free Cash Flow represents net cash provided by, or used in, operating activities, less cash flows used in the purchase of property, plant and equipment and the gain on lawsuit settlement, and adjusted for items to be determined unusual in nature or infrequent in occurrence for the year ended December 31, 2024, as approved by the Compensation Committee. The following tables present a reconciliation of net income, the most directly comparable measure calculated in accordance with GAAP to Adjusted EBITDA and Free Cash Flow.

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The table below shows the 2024 goals as well as actual results.

Based on the results above, the NEOs earned 135.2% of their target awards. The value of actual awards earned are listed in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table” below.

Long-Term Equity Incentives

Equity compensation directly aligns the interests of the NEOs with those of our shareholders. In 2024, the Compensation Committee granted long-term incentive awards using a mix of 30% Performance Stock Units (“PSUs”) and 70% time-based Restricted Stock Units (“RSUs”). For 2025 long-term incentive awards, the Compensation Committee decided to increase the emphasis on performance-based equity and granted awards to the NEOs using a mix of 50% PSUs and 50% RSUs.

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The Compensation Committee determines target long-term incentive opportunities based upon a number of factors including competitive market data, total overall compensation provided to each NEO, Company performance during the fiscal year preceding the year of grant, and historic grants. Please see the “Grants of Plan-Based Awards” table below for details.

Other Guidelines, Practices and Policies

Stock Ownership Guidelines

Stock ownership guidelines are a key vehicle for aligning the interests of management and the Company’s shareholders. A meaningful direct ownership stake by our NEOs demonstrates to our investors that each NEO has a strong commitment to the Company’s success. The Committee maintains stock ownership guidelines for our NEOs and other Company executives as follows:

Shares that count toward meeting these ownership guidelines include: shares directly owned by the executive; shares beneficially owned by the executive; shares held in benefit plans; and all RSUs. In-the-money vested stock options and unvested/unearned PSUs do not count toward meeting the guidelines.

Until the guidelines are met, NEOs and other officers are required to retain 50% of the net after-tax shares of the Company’s common stock attainted on full-value shares vesting and options exercised. Each of the NEOs was in compliance with these guidelines as of December 31, 2024.

Clawback Policy

The Company maintains a Clawback Policy, which is designed to comply with Section 10D-1 of the Exchange Act and the applicable listing standards of the NYSE. The Clawback Policy requires the Company to recoup any erroneously awarded incentive-based compensation received by certain executives, including each NEO, in the event the Company is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the federal securities laws. The Clawback Policy generally applies to all incentive-based compensation received by a covered executive during the three completed fiscal years immediately preceding the date that the Company is required to prepare a restatement after the policy’s effective date. The Clawback Policy was filed as an exhibit to the Company’s Form 10-K.

401(k) Plan; ESOP; Nonqualified Deferred Compensation

Mayville Engineering Company, Inc. 401(k) Plan and ESOP. Our NEOs are eligible to participate in the 401(k) Plan on the same basis as other employees who satisfy the 401(k) Plan’s eligibility requirements. The 401(k) Plan has an employee stock ownership component under which participants may invest their accounts in shares of our Common Stock. In addition to the employee stock ownership component of the 401(k) Plan, we maintain the separate ESOP.

Our NEOs are eligible to participate in the ESOP on the same basis as other employees who satisfy the ESOP’s eligibility requirements.

Under our 401(k) Plan, our NEOs, along with other 401(k) Plan participants, are eligible for an employer match program providing a 50% match for employee contributions, up to 6% and discretionary profit sharing contributions. In 2024, the Company did not make any discretionary contribution under the 401(k) Plan. Additionally, we did not make any discretionary contributions under the ESOP for 2024.

We do not provide any defined-benefit pension benefits.

Mayville Engineering Company Deferred Compensation Plan. Our NEOs are eligible to participate in the Mayville Engineering Company Deferred Compensation Plan (the “Deferred Compensation Plan”), which permits eligible participants to make elective deferrals of up to 50% of the participant’s annual base salary and up to 100% of the participant’s annual short-term cash incentive compensation. Each year, we credit to the account of each participant an amount reflecting the amount, if any, of any reduced allocations, due solely to the participant’s elective deferrals under the Deferred Compensation Plan with respect to our “safe harbor” contributions and discretionary employer contributions to the ESOP and 401(k) Plan and employer non-elective contributions to the 401(k) Plan for the year. Deferred amounts credited to a participant’s account are generally distributed following the participant’s separation from service, in a lump sum or up to five annual installments, as elected by the participant. Upon a change in control, the Deferred Compensation Plan will terminate, and all amounts deferred under the plan will be distributed, generally in a lump sum.

A participant’s Deferred Compensation Plan account is deemed to be invested in one or more alternate investment options, such as a mutual fund, for purposes of tracking the deemed investment gain or loss on the participant’s account. During 2024, the investment options

under the Deferred Compensation Plan generally followed the investment options available under the 401(k) Plan, except that there is no Common Stock investment alternative available under the Deferred Compensation Plan.

The accounts of the participants, including the NEOs, in the Deferred Compensation Plan reflect amounts contributed to the plan by the participants, as well as earnings on these voluntary deferred amounts. The Deferred Compensation Plan is non-funded and unsecured in that it represents only a contractual promise by us to make benefit payments in the future and participants in the Deferred Compensation Plan have the status of general unsecured creditors of our Company.

Other Elements of Compensation

Health/Welfare Plans. All of our full-time employees, including our NEOs, are eligible to participate in our health and welfare plans, including:

We believe the benefits described above are necessary and appropriate to provide a competitive compensation package to our NEOs.

Tax and Accounting Considerations

The Compensation Committee considers tax and accounting considerations in structuring our executive compensation program.

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Section 162(m) of the Code generally disallows tax deductions for compensation paid by public companies to certain executive officers for compensation over $1 million in any year. Nonetheless, the Compensation Committee believes that shareholder interests are best served if the Compensation Committee’s discretion and flexibility in awarding compensation are not restricted, even though some compensation awards may result in non-deductible compensation expenses. Thus, the Compensation Committee reserves the ability to approve compensation that is not deductible for income tax purposes, when the Compensation Committee determines that such compensation is appropriate.

Summary Compensation Table for 2024

The following table provides information regarding the compensation of our named executive officers during 2024 and 2023.

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Outstanding Equity Awards as of December 31, 2024

The following table contains information concerning equity awards held by our named executive officers that were outstanding as of December 31, 2024.

Pay versus Performance

In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we are providing the following disclosure regarding executive “compensation actually paid” (“CAP”), as calculated per SEC disclosure rules, in accordance with the rules applicable to smaller reporting companies. CAP represents a required calculation of compensation that differs significantly from the Summary Compensation Table calculation of compensation, the NEO realized or earned compensation, as well as from the way in which the compensation committee views annual compensation decisions. The amounts in the table below are calculated in accordance with SEC rules and do not represent amounts actually earned or realized by NEOs, including with respect to equity awards which remain subject to forfeiture if the vesting conditions are not satisfied.

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Pay Versus Performance: Graphical Description

The illustrations below provide a graphical description of CAP (as calculated in accordance with the SEC rules) and the following measures:

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Employment, Severance or Change in Control Agreements

Agreements with Mr. Reddy

As previously disclosed, in connection with his appointment as our President and Chief Executive Officer, we and Mr. Reddy entered into a severance agreement and a Change in Control Employment and Severance Agreement (the “Reddy Change in Control Agreement”). The severance agreement provides for a lump sum severance benefit equal to one times Mr. Reddy’s then-current annual base salary and target annual cash bonus in the event that his employment is involuntarily terminated without cause or he terminates for good reason prior to a change in control of our company. As a condition of receiving such severance, Mr. Reddy is required to execute a release and waiver of claims.

The Reddy Change in Control Agreement provides for certain protections relating to Mr. Reddy’s employment during a two-year period following a change in control of our company. If, during the protected period, Mr. Reddy’s employment is terminated by us without cause, other than by reason of death or disability, or Mr. Reddy terminates his employment with good reason, then, if Mr. Reddy provides a release of claims, he will be entitled to a severance payment of two times the sum of his annual base salary and target annual bonus. The Reddy Change in Control Agreement also provides that Mr. Reddy would be entitled to continued life insurance, hospitalization, medical and dental coverage for 24 months following the termination of employment. Any equity-based and cash incentive awards granted after the change in control will be deemed immediately earned or vested in full as of the termination of employment.

Prior to a change in control, the Reddy Change in Control Agreement does not restrict our right to terminate Mr. Reddy’s employment for any reason. However, if Mr. Reddy’s employment is terminated by us without cause within 180 days prior to a change in control and he reasonably demonstrates that the termination was at the request of the acquirer or otherwise arose in connection with or in anticipation of the change in control, he will be entitled to the protections under the Reddy Change in Control Agreement described above.

The Reddy Change in Control Agreement imposes restrictive covenants on Mr. Reddy, including non-solicitation of our customers, non-competition with us and non-interference with our employees during his employment and for 12 months after employment ends. The Reddy Change in Control Agreement also obligates Mr. Reddy to protect our confidential information.

The Reddy Change in Control Agreement does not provide for any tax gross-ups. To the extent payments in connection with the change in control would trigger the parachute payment excise tax under Section 4999 of the Internal Revenue Code of 1986, then Mr. Reddy will either receive the total payments and pay the excise tax or have the total payments reduced such that no excise tax will be imposed, whichever is better for him on an after-tax basis.

Agreements with Other Named Executive Officers

We have entered into executive severance agreements with Messrs. Butz and Raber that provide a lump sum severance benefit equal to one times the executive’s then-current annual base salary and target annual cash bonus in the event that his employment is involuntarily terminated without cause or he terminates for a good reason prior to a change in control of the Company. As a condition of receiving such severance the executive would be required to execute a release and waiver of claims.

We also maintain Change in Control Employment and Severance Agreements (“Change in Control Agreements”) with each of our executive officers, including our named executive officers. Mr. Reddy’s Change in Control Agreement is the Reddy Change in Control Agreement described above. The other Change in Control Agreements provide for certain protections relating to the executive officers’ employment during a two-year period following a change in control of the Company. If, during the protected period, the executive officer’s employment is terminated by the Company without cause, other than by reason of death or disability, or the executive officer terminates his/her employment with good reason, then, if the executive officer provides a release of claims, he/she will be entitled to a severance payment of two times the sum of his/her annual base salary and target annual bonus. Each Change in Control Agreement also provides that the executive officer would be entitled to continued life insurance, hospitalization, medical and dental coverage for 24 months following the termination of employment. Any equity-based and cash incentive awards granted after the change in control will be deemed immediately earned or vested in full as of the termination of employment.

Prior to a change in control, the Change in Control Agreements do not restrict our right to terminate the executive officer’s employment for any reason. However, if the executive officer’s employment is terminated by us without cause within 180 days prior to a change in control and the executive officer reasonably demonstrates that the termination was at the request of the acquirer or otherwise arose in connection with or in anticipation of the change in control, the executive officer will be entitled to the protections under the Change in Control Agreements described above.

The Change in Control Agreements impose restrictive covenants on the executive officers, including non-solicitation of Company customers, non-competition with the Company and non-interference with Company employees during the executive officer’s employment and for 12 months after employment ends. The Change in Control Agreements also obligate executive officers to protect the Company’s confidential information.

The Change in Control Agreements do not provide for any tax gross-ups. To the extent payments in connection with the change in control would trigger the parachute payment excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended, then the executive officer will either receive the total payments and pay the excise tax or have the total payments reduced such that no excise tax will be imposed, whichever is better for the executive officer on an after-tax basis.

Omnibus Plan

We did not maintain any equity incentive plan prior to our initial public offering in May 2019. However, in connection with our initial public offering, our board of directors and the ESOP, as our sole shareholder, adopted the Omnibus Plan, under which the stock options and restricted stock units described above were granted to our named executive officers in 2024. The following description of certain material terms of the Omnibus Plan is qualified by reference to the full text of the Omnibus Plan.

Administration

The Omnibus Incentive Plan is administered by our board of directors or our compensation committee, or any other committee or subcommittee or one or more of our officers to whom authority has been delegated (collectively, as the "Administrator"). The Administrator has the authority to interpret the Omnibus Incentive Plan or award agreements entered into with respect to the plan; make, change, and rescind rules and regulations relating to the Omnibus Incentive Plan; make changes to, or reconcile any inconsistency in, the Omnibus Incentive Plan or any award or agreement covering an award; and take any other actions needed to administer the Omnibus Incentive Plan.

Eligibility

The Administrator may designate any of the following as a participant under the Omnibus Incentive Plan: any officer or employee, or individuals engaged to become an officer or employee, of our Company or our affiliates; and consultants of our Company or our affiliates, and our directors, including our non-employee directors.

Types of Awards

The Omnibus Incentive Plan permits the Administrator to grant stock options, stock appreciation rights, performance shares, performance units, shares of Common Stock, restricted stock, restricted stock units, cash incentive awards, dividend equivalent units, or any other type of award permitted under the Omnibus Incentive Plan. The Administrator may grant any type of award under the Omnibus Incentive Plan to any participant it selects, but only our employees or our subsidiaries’ employees may receive grants of incentive stock options within the meaning of Section 422 of the Internal Revenue Code. Awards may be granted alone or in addition to, in tandem with, or (subject to the repricing prohibition described below) in substitution for any other award (or any other award granted under another plan of our Company or any affiliate, including the plan of an acquired entity).

Change of Control

Upon a change of control (as defined in the Omnibus Incentive Plan), the successor or surviving corporation may agree to assume some or all outstanding awards or replace them with the same type of award with similar terms and conditions, without the consent of any participant, subject to the following requirements:

Each award that is assumed must be appropriately adjusted, immediately after such change of control, to apply to the number and class of securities that would have been issuable to a participant upon the consummation of such change of control had the award been exercised, vested, or earned immediately prior to such change of control, and other appropriate adjustment to the terms and conditions of the award may be made.

If the securities to which the awards relate after the change of control are not listed and traded on a national securities exchange, then (a) each participant must be provided the option to elect to receive, in lieu of the issuance of such securities, cash in an amount equal to the fair value of the securities that would have otherwise been issued, and (b) no reduction may be taken to reflect a discount for lack of marketability, minority, or any similar consideration, for purposes of determining the fair value of such securities.

If a participant is terminated from employment without cause, or due to death or disability, or the participant resigns employment for good reason (as defined in any award or other agreement between the participant and our Company or an affiliate) within two years following the change of control, then upon such termination, all of the participant’s awards in effect on the date of such termination will vest in full or be deemed earned in full.

If the purchaser, successor, or surviving entity does not assume the awards or issue replacement awards, then immediately prior to the change of control date, unless the Administrator otherwise determines:

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ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

We view executive compensation as an important matter to us and our shareholders. Accordingly, we are asking shareholders to vote, on a non-binding, advisory basis, on a resolution approving the compensation of our named executive officers as disclosed in the section titled “Executive Compensation” and the related compensation tables and narrative discussion contained in this proxy statement. This advisory vote on the compensation of our named executive officers allows our shareholders to express their views on our executive compensation programs. For a further description of the Company’s executive compensation programs, please see the disclosure in the section titled “Executive Compensation” above.

The Board would like the support of the Company’s shareholders for the compensation of our named executive officers as disclosed in this proxy statement. Accordingly, for the reasons discussed above, the Board recommends that shareholders vote in favor of the following resolution:

“RESOLVED, that the shareholders approve, on an advisory basis, the compensation of the named executive officers as disclosed pursuant to Item 402 of Regulation S-K, including the section titled “Executive Compensation” and the compensation tables and narrative discussion contained in this proxy statement.”

The compensation of our named executive officers, as disclosed in the section titled “Executive Compensation” and the related compensation tables and narrative discussion contained in this proxy statement, will be approved if the votes cast in favor of the resolution exceed the votes cast against the resolution, assuming a quorum exists. Any shares not voted at the Annual Meeting, whether due to abstentions, broker non-votes, or otherwise, will not be counted and, therefore, have no effect on the approval of this resolution.

This advisory vote on the compensation of our named executive officers is not binding on the Company, the Board or the Compensation Committee. However, the Board and the Compensation Committee will review and consider the outcome of this advisory vote when making future compensation decisions for our named executive officers.

THE BOARD RECOMMENDS A VOTE “FOR” APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT. SHARES OF THE COMPANY’S COMMON STOCK REPRESENTED AT THE ANNUAL MEETING BY EXECUTED BUT UNMARKED PROXIES WILL BE VOTED “FOR” APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT.

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ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

We are also seeking a vote, on a non-binding, advisory basis, regarding the frequency of future advisory votes on the compensation of our named executive officers. Shareholders may vote to approve holding an advisory vote on the compensation of our named executive officers every one, two or three years.

The Board recommends that the frequency of the shareholder advisory vote on the compensation of our named executive officers be every year. This recommendation reflects our commitment to strong corporate governance and accountability to our shareholders. We believe holding an annual advisory vote will foster useful and frequent communication with our shareholders by allowing them to express their views on the Company’s named executive officer compensation practices and programs annually.

The particular frequency of future advisory votes on the compensation of our named executive officers that receives the greatest number of votes cast for such frequency will be considered by the Board as the shareholders’ recommendation as to the frequency of future shareholder advisory votes on the compensation of our named executive officers, and broker non-votes and abstentions will have no effect. As an advisory vote, the outcome of the vote on this resolution is not binding on the Company or the Board, and the Board may choose to hold future advisory votes on the compensation of our named executive officers on a more or less frequent basis than the frequency recommended by shareholders. However, the Board values the opinions expressed by our shareholders and will consider the outcome of the vote when determining the frequency of future advisory votes on the compensation of our named executive officers.

While the Board recommends an annual advisory vote to approve named executive officer compensation, shareholders are not voting “for” or “against” this recommendation. Instead, the proxy card provides shareholders with four choices with respect to this proposal: 1 year, 2 years, 3 years or to abstain from voting on the proposal.

This advisory vote on the frequency of the advisory votes on the compensation of our named executive officers is required to be held at least once every six years, and we intend to hold our next advisory vote on such frequency at our annual meeting of shareholders in 2031.

THE BOARD RECOMMENDS A VOTE FOR HOLDING FUTURE ADVISORY VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS “EVERY YEAR” (i.e., “1 YEAR” ON THE PROXY CARD OR VOTING INSTRUCTION FORM). SHARES OF THE COMPANY’S COMMON STOCK REPRESENTED AT THE ANNUAL MEETING BY EXECUTED BUT UNMARKED PROXIES WILL BE VOTED FOR HOLDING FUTURE ADVISORY VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS “EVERY YEAR” (i.e., “1 YEAR” ON THE PROXY CARD OR VOTING INSTRUCTION FORM).