On July 23, 2019, Astec Industries, Inc. (the “Company”) announced that its Board of Directors had appointed Barry Ruffalo as its President and Chief Executive Officer,
effective as of August 12, 2019. The Board also increased the size of the Board to eleven directors as of August 12, 2019, and appointed Mr. Ruffalo to fill the vacancy created as of such date. Mr. Ruffalo will join the Board of Directors as a
Class I director and will stand for re-election at the Company's 2020 annual meeting.
Mr. Ruffalo will receive an annual salary of $750,000, subject to annual review by the Compensation Committee of the Board, and will be eligible to earn an annual cash bonus
with a target award equal to 100% of his base salary, with an opportunity to earn up to 200% of his base salary, based on achievement of company and individual performance goals. For 2019, the annual bonus will be pro-rated (based on the number of
days employed by the Company in 2019), and Mr. Ruffalo will be entitled to the greater of the pro-rated 2019 annual bonus or a guaranteed $500,000. In addition, upon commencement of employment, Mr. Ruffalo will receive a one-time grant of
restricted stock units having a value equal to $750,000 (based on the closing stock price on the date of grant), which will vest in equal annual installments on the first three anniversaries of the grant date, subject to Mr. Ruffalo’s continued
employment with the Company. Mr. Ruffalo will be designated as a Tier I Participant in the Company’s Executive Change in Control Severance Plan, the terms of which were previously described in the “Potential Payments upon Termination or
Change-in-Control” section of the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 15, 2019, which description is incorporated herein by reference
Prior to joining the Company, Mr. Ruffalo, who is 49 years old, was employed by Valmont Industries, a publicly-traded diversified global producer of highly-engineered fabricated metal products, where he served as Group President – Global
Engineered Support Structures (2018 – July 2019), Group President – North America Structures/Energy & Mining (2017), Group President – Energy & Mining (2016 – 2017) and Executive Vice President, Operational Excellence (2015 – 2016).
Prior to his work with Valmont Industries, Mr. Ruffalo was employed by Lindsay Corporation, a publicly-traded global leader in proprietary water management and road infrastructure products and services, where he served as President –
Infrastructure (2013 – 2015) and President – Irrigation (2007 – 2013). Mr. Ruffalo’s demonstrated leadership and extensive business experience provide him with a unique skill set needed to execute the Company’s strategy to design, manufacture
and sell innovative, productive, reliable and safe equipment in the Infrastructure, Aggregate, Mining and Energy industries, as well as improve the Company’s financial performance and appropriately allocate capital to areas that will drive the
business forward and enhance shareholder value.
No family relationships exist between Mr. Ruffalo and any of the Company’s directors or other executive officers. There are no arrangements between Mr. Ruffalo and any other person pursuant to which Mr. Ruffalo was
selected as an officer or director, nor are there any transactions to which the Company is or was a participant and in which Mr. Ruffalo has a material interest subject to disclosure under Item 404(a) of Regulation S-K.
The press release attached as Exhibit 99.1 includes additional information regarding the foregoing and is incorporated herein by reference.