UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant  x                              Filed by a Party other than the Registrant  ¨

Check the appropriate box:

MANITEX INTERNATIONAL, INC.

(Name of Registrant as Specified in its Charter)

Payment of Filing Fee (Check the appropriate box):

April 21, 2023

April 26, 2016

Dear Manitex International, Inc. Stockholder:

You are cordially invited to attend the 20162023 annual meeting of stockholders of Manitex International, Inc., which will be held on Thursday, June 2, 20161, 2023 at 11:00 a.m. (Central Daylight Time) at our officesprincipal operating plant located at 9725 Industrial Drive, Bridgeview, Illinois 604553000 South Austin Avenue, Georgetown, Texas 78626 and thereafter as it may be adjourned from time to time.

At this year’s annual meeting, you will be asked to:

1. Elect six (6) directors of the Company to hold office for one year or until their successors are duly elected and qualified;

2 Ratify the appointment of Grant Thornton LLP as our Independent Registered Public Accounting Firm for fiscal 2023;

3. Consider an advisory vote on the compensation of the Company’s named executive officers; and

4. Approve an amendment to the Manitex International, Inc. 2019 Equity Incentive Plan, as amended, to increase the number of shares authorized for issuance thereunder by 500,000 shares and make certain other changes; and

5. Transact such other business as may properly come before the meeting or any adjournments thereof.

Details of the matters to be considered at the meeting are contained in the attached notice of annual meeting and proxy statement, which we urge you to consider carefully.

As a stockholder, your vote is important. Whether or not you plan to attend the meeting, please complete, date, sign and return your proxy card promptly in the enclosed envelope which requires no postage if mailed in the United States. Alternatively, you may vote through the internet at www.proxyvote.com or by telephone at 1-800-690-6903. If you attend the meeting, you may vote in person if you wish, even if you have previously returned your proxy card provided that you are a stockholder of record or have a legal proxy from the bank or broker that holds the shares.

Thank you for your cooperation, continued support and interest in Manitex International, Inc.

MANITEX INTERNATIONAL, INC.

9725 Industrial Drive3000 South Austin Avenue

Bridgeview, Illinois 60455Georgetown, Texas 78626

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

June 2, 20161, 2023

11:00 a.m. (Central Daylight Time)

Notice is hereby given that the Annual Meeting of Stockholders of Manitex International, Inc. will be held at our officesprincipal operating plant located at 9725 Industrial Drive, Bridgeview, Illinois 604553000 South Austin Avenue, Georgetown, Texas 78626 on Thursday, June 2, 20161, 2023 at 11:00 a.m. (Central Daylight Time) to consider and vote upon:

1. Elect six (6) directors of the Company to hold office for one year or until their successors are duly elected and qualified;

The Board of Directors has fixed the close of business on April 15, 20164, 2023 as the record date for determination of the Stockholders entitled to notice of, and to vote at, the Annual Meeting.To assure that your shares will be represented at the Annual Meeting, please either (1) mark, sign, date and promptly return the accompanying Proxy in the enclosed envelope, (2) vote utilizing the automated telephone feature described in the Proxy, or (3) vote over the internet pursuant to the instructions set forth on the Proxy. You may revoke your Proxy at any time before it is voted provided that you are a stockholder of record or have in your possession a legal proxy from the bank or broker that holds the shares of record.

Stockholders are cordially invited to attend the meeting in person. Please indicate on the enclosed Proxy whether you plan to attend the meeting. Stockholders may vote in person if they attend the meeting even though they have executed and returned a Proxy. To obtain directions to be able to attend the meeting and vote in person, please contact David GranseeSherman Jung at the address set forth above.

Dated: April 26, 201621, 2023

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

STOCKHOLDER MEETING TO BE HELD ON JUNE 2, 2016.1, 2023.

The Company’s Proxy Statement for the 20162023 Annual Meeting of Stockholders and the Company’s

Annual Report on Form 10-K for the fiscal year ended December 31, 20152022

are available at http:https://www.RRDEZProxy.com/2016/Manitex.www.proxyvote.com/MNTX

TABLE OF CONTENTS

MANITEX INTERNATIONAL, INC.

PROXY STATEMENTproxy statement

ANNUAL MEETING OF STOCKHOLDERSannual meeting of stockholders

INTRODUCTION

This Proxy Statement is furnished by the Board of Directors of Manitex International, Inc., a Michigan corporation (the “Company” or “Manitex”), in connection with the solicitation of proxies for use at the Annual Meeting of Stockholders to be held on Thursday, June 2, 20161, 2023, at 11:00 a.m. (Central Daylight Time), at the Company’s principal operating plant located at 3000 South Austin Avenue, Georgetown, Texas 78626, and at any adjournments thereof. The Annual Meeting has been called to consider and vote upon (1) the election of six Directors, (2) the ratification of the appointment of UHYGrant Thornton LLP as our Independent Registered Public Accounting Firm for fiscal 2016,2023, (3) to consider and act uponthe consideration of an advisory approval ofvote on the compensation of our named executive officers, (4) to approvethe approval of an amendment to our Second Amended and Restated 2004the Manitex International, Inc. 2019 Equity Incentive Plan, as amended and (5) such other business as may properly come before the Annual Meeting or any adjournment(s) thereof. This Proxy Statement and the accompanying Proxy are being sent to Stockholders on or about April 26, 2016.21, 2023.

Persons Making the Solicitation

The enclosed Proxy is solicited on behalf of our Board of Directors. The original solicitation will be by mail. Following the original solicitation, the Board of Directors expects that certain individual Stockholders will be further solicited through telephone or other oral communications from the Board of Directors. The Board of Directors does not intend to use specially engaged employees or paid solicitors.solicitors and will not receive additional compensation for solicitation activities, but may be reimbursed for any out-of-pocket expenses in connection with solicitation. The Board of Directors intends to solicit Proxies for shares which are held of record by brokers, dealers, banks or voting trustees, or their nominees, and may pay the reasonable expenses of such record holders for completing the mailing of solicitation materials to persons for whom they hold shares. All solicitation expenses will be borne by the Company.

Terms of the Proxy

The enclosed Proxy indicates the matters to be acted upon at the Annual Meeting and provides boxes to be marked to indicate the manner in which the Stockholder’s shares are to be voted with respect to such matters. By appropriately marking the boxes, a Stockholder may specify whether the proxy holder shall vote for or against or shall be without authority to vote the shares represented by the Proxy. The Proxy also confers upon the proxy holder discretionary voting authority with respect to such other business as may properly come before the Annual Meeting.

If the Proxy is executed properly and is received by the proxy holder prior to the Annual Meeting, the shares represented by the Proxy will be voted.

Abstentions or “withhold” votes, as applicable, are not counted as voting under applicable state law and our bylaws and accordingly, will not have an effect on any proposal. Broker non-votes will similarly have no effect on any proposal. If your shares are held in “street name” through a broker, bank or other nominee and you do not provide voting instructions, your broker, bank or other nominee may vote your shares on your behalf under certain circumstances.

On certain “routine” matters, such as the ratification of the selection of the independent registered public accounting firm, brokerage firms may vote their customers’ shares if their customers do not provide voting

instructions. When a brokerage firm votes its customers’ shares on a routine matter without receiving voting instructions, these shares are counted both for establishing a quorum to conduct business at the annual meeting and in determining the number of shares voted “For” or “Against” the routine matter.

On “non-routine” matters, if the brokerage firm has not received instructions from the stockholder, the brokerage firm cannot vote the shares on that proposal. This is called a “broker non-vote.” Broker non-votes are only counted for establishing a quorum and will have no effect on the outcome of the vote.

Proposal 2 (ratification of the appointment of the independent registered public accounting firm) is a matter that the Company believes will be designatedis considered “routine.” A broker or other nominee may generally vote on routine matters, and therefore no broker non-votes are expected to exist in connection with such proposals. However, Proposal 1 (election of directors), Proposal 3 (advisory(consideration of an advisory vote on the compensation of our named executive officers), and Proposal 4 (proposal(approval of an amendment to amend our Second Amended and Restated 2004the Manitex International, Inc. 2019 Equity Incentive Plan) are each matters that the Company believes will beare considered “non-routine.” Accordingly, a broker or other nominee cannot vote without instructions on such non-routine matters.

We encourage you to provide instructions to your brokerage firm by voting your proxy. This action ensures your shares will be voted at the annual meeting.

Due to stock market rules, your broker will NOT be able to vote your shares with respect to the election of Directors if you have not provided directions to your broker. We therefore strongly encourage you to submit your Proxy and exercise your right to vote as a Stockholder.

A Proxy may be revoked at any time prior to its exercise by giving written notice of the revocation thereof to David H. Gransee,Sherman Jung, Corporate Secretary, 9725 Industrial Drive, Bridgeview, Illinois 60455, by attending the meeting and electing to vote in person, or by properly submitting a duly executed Proxy bearing a later date. If you own shares in street name, you should ask your broker or bank for a legal proxy to bring with you to the meeting. If you do not receive the legal proxy in time, however, you will not be able to vote your shares at the meeting.

VOTING RIGHTS AND REQUIREMENTS

Voting Securities

The securities entitled to vote at the Annual Meeting consist of all of our outstanding shares of common stock, no par value per share (“Common Stock”). The close of business on April 15, 20164, 2023 has been fixed by our Board of Directors as the record date. Only Stockholders of record as of the record date may vote at the Annual Meeting. As of April 15, 2016,4, 2023, there were approximately 16,125,66120,161,811 outstanding shares of Common Stock entitled to vote at the Annual Meeting. Each Stockholder will be entitled to one vote on each matter considered at the Annual Meeting for each outstanding share of Common Stock owned by such Stockholder as of the record date.

Quorum

The presence at the Annual Meeting of the holders of record of a number of shares of Common Stock and Proxies representing the right to vote shares of the Common Stock in excess of one-half of the number of20,161,811 shares of the Common Stock outstanding and entitled to vote as of the record date (16,125,661 shares) will constitute a quorum for transacting business.

Votes needed for Passage of Proposals

The following voting standards apply for the proposals presented at the Annual Meeting:

compensation (Proposal 3), and the approval of the Second Amendment to our Second Amended and Restated 2004 Equity Incentive Plan (Proposal 4) each requires the affirmative vote of a majority of the votes cast at the meeting.

Abstentions or “withhold” votes, as applicable, are not counted as voting under applicable state law and our bylaws and accordingly, will not have an effect on any proposal. Broker non-votes will similarly have no effect on any proposal.

Although the advisory vote on Proposal 3 is non-binding, as provided by law, our boardBoard of Directors will review the results of the vote and will take them into account in making a determination concerning executive compensation.

PRINCIPAL STOCKHOLDERS

PRINCIPAL STOCKHOLDERS

The following table sets forth with respect to the beneficial ownership of our Common Stock by: (i) each person known by us to beneficially own more than 5% of our Common Stock; (ii) each Director and nominee for Director; (iii) each executive officer named in the Summary Compensation Table; and (iv) all of our executive officers and Directors as a group. Except as otherwise indicated, each Stockholder listed below has sole voting and investment power with respect to the shares beneficially owned by such person.

* Less than 1%

(4)

Terex Corporation (“Terex”) filed a Schedule 13G with the SEC on January 7, 2015, which indicates that Terex is the beneficial owner of 1,108,156 shares of our Common Stock. Terex indicated in the 13G that it has the sole power to vote or to direct the vote of 1,108,156 shares of our Common Stock and the sole power to dispose or to direct the disposition of 1,108,156 shares of our Common Stock.

An additional 30,425 shares of our common stock were delivered to Terex on March 1, 2016 and has been added to the number of shares shown as beneficially owned per the 13G dated January 7, 2015. The Company believes that Terex has the sole power to vote or to direct the vote of the additional 30,425 shares of our Common Stock and the sole power to dispose or to direct the disposition of the additional 30,425 shares of our Common Stock. The business address of Terex is 200 Nyala Farm Road, Westport, Connecticut 06880.

(5)

Based solely on a Schedule 13G filed with the SEC on February 11, 2016. Wellington Trust Company, NA (“Wellington”) is the beneficial owner of 928,153 shares of our Common Stock. Wellington has the sole power to vote or to direct the vote of 928,153 shares of our Common Stock and the sole power to dispose or to direct the disposition of 928,153 shares of our Common Stock. The business address of Wellington Trust Company, NA is c/of Wellington Management Company, LLP, 280 Congress Street, Boston, MA 02210.

(6)	Includes 23,873 shares that are pledged as security.

Equity Compensation Plan Information

The following table provides information, as of December 31, 2015,2022, regarding the compensation plans under which our equity securities are authorized for issuance. We do not have any equity compensation plans that have not been approved by our Stockholders.

MATTERS TO BE ACTED UPON

PROPOSAL 1: ELECTION OF DIRECTORS

Directors

The nominees for the Board of Directors are set forth below. Our bylaws provide for the annual election of Directors and grant the Board the power to set the number of Directors at no less than one (1) and no more than six (6)eight (8). The size of our Board is currently set at eight (8) Directors. The Committee on Directors and Board Governance has nominated six (6) Directors and each Director position will be filled bypersons for election at the Annual Meeting to be held on June 2, 2016.1, 2023. Messrs. Gigliotti and Rosenberg have not been nominated for re-election, and their terms will expire at the Annual Meeting. Following the Annual Meeting, the Board expects to reduce the size of the Board to six (6) members.

Six (6) persons have been nominated by the Board of Directors to serve as Directors until the 20172024 Annual Meeting of Stockholders. The Board of Directors recommends that each nominee, Ronald M. Clark, Robert S. Gigliotti,J. Michael Coffey, Frederick B. Knox, Takashi Kiso, David J. Langevin Marvin B. Rosenberg and Stephen J. Tober, be elected to serve until the 20172024 Annual Meeting of Stockholders. Information on the background and qualification of the nominees is set forth below.

The Board knows of no reason why any nominee for Director would be unable to serve as a Director. In the event that any of them should become unavailable prior to the Annual Meeting, the Proxies will be voted for a substitute nominee or nominees designated by the Board of Directors, or the number of Directors may be reduced accordingly. In no event will the Proxies be voted for more than six (6) persons.

Pursuant to our Director Resignation Policy, in the event of an uncontested election, as is the case this year, any nominee for director who is a current director and receives less than a majority of the votes cast in person or by proxy at the Annual Meeting of Stockholders shall tender their resignation from the Board. While the Board does not believe that in each such case a director should necessarily leave the Board, this presents an opportunity for the Board, through its Committee on Directors and Board Governance, to consider the resignation offer.

Vote Required

The six (6) nominees receiving the highest numbers of favorable vote of a pluralityvotes of the shares of Common Stock present in person or by proxy at the Annual Meeting is required for the election of each nominee for Director.shall be elected as Directors. THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” EACH OF THE NOMINEES LISTED BELOW.

NOMINEES FOR DIRECTOR

Nominees to Serve Until the 20172024 Annual Meeting

The following is information about the experience and attributes of the nominees for Director. The experience and attributes described below illustrate the reasons that these individuals were nominated for re-election to the Board.

Ronald M. Clark, Age 68,75, joined our Board of Directors in 2010. In 2013, Mr. Clark was elected to the Board of Directors of Allianz Life Insurance Company of New York. Mr. Clark was the Chief Investment Officer of Allianz of America, Inc. from 2000 until he retired on December 31, 2011. From 1990 until 2000, Mr. Clark was the Chief Operating Officer for Allianz of America, Inc. In 2014 Mr. Clark was elected to the Boards of Directors of Allianz Life Insurance Company of North America and served on the Board of Directors at Fireman’s Fund

Insurance Company.Company from 2014—2017. In January 2015, Mr. Clark was elected to the Board of Directors of San FranciscoAllianz Reinsurance Company.

America, Inc. Mr. Clark has both a Bachelor of Science in Industrial Engineering and a Master of Business Administration in Finance and Real Estate from the University of Wisconsin. Mr. Clark is being re-nominated as a Director because, among his other qualifications, he possesses experience and/or expertise in the following areas: capital markets, strategy development, mergers and acquisitions, operations, and executive compensation.

Robert S. Gigliotti, CPA, CGMA(Certified Global Management Accountant)J. Michael Coffey, Age 67, joined52,has served as our Board of Directors in 2004. Mr. Gigliotti was previously a tax and business development partner with Rehmann, a CPA and business consulting firm. Mr. Gigliotti retired on December 31, 2014 but continues to provide services to Rehmann as a consultant.Chief Executive Officer since April 2022. Prior to its merger with Rehmannthat, he served as Managing Director of Resurgence Advisory, LLC, a consulting firm, since 2021. Before that, he served as Chief Operating Officer of H-E Parts International from 2009 until 2018, and then as Chief Executive Officer from 2018 until 2021. Mr. Coffey received his Bachelor of Science in 2005,Social Science from Nyack College, and his Master of Business Administration from Emory University’s Goizueta Business School. Mr. Gigliotti was Managing Partner for the firm of Perrin Fordree & Company, P.C. in Troy, Michigan. Mr. Gigliotti was granted his Certified Public Accountant’s license in 1972 and joined the firm of Perrin, Fordree & Company, P.C. in 1976 after six years in the tax department of the Detroit office of Arthur Andersen & Company. His specialties include estate and financial planning, mergers and acquisitions, and corporate taxation. Mr. Gigliotti has a Bachelor Degree in Business from Alma College. He is a life member of both the American Institute of Certified Public Accountants and the Michigan Association of Certified Public Accountants. Mr. GigliottiCoffey is being re-nominated as a Director because, among his other qualifications, he possesses experience and/or expertise in the following areas: Manitex business knowledge, knowledge of Manitex’sManitex's industry and market, accountingmanufacturing and finance, tax, mergerdistribution, operations management, strategic development and mergers and acquisitions.

Takashi Kiso, Age 60, joined our Board of Directors in 2023. Mr. Kiso is currently Senior Administrator and Global Officer of Tadano Ltd. Mr. Kiso has 37 years of experience in the automotive and industrial transportation industries and has held executive leadership roles for multiple international companies, with assignments in Europe, Asia, and North America. Prior to joining Tadano, he was Chairman, Marubeni Automotive Aftermarket Holdings in Houston, Texas. Mr. Kiso holds a B.A in Economics, Waseda University, Tokyo, Japan. Mr. Kiso serves as a director pursuant to Tadano’s right under the Securities Purchase Agreement, dated as of May 24, 2018, by and between Manitex and Tadano, to nominate one individual to serve on the Board of Directors of Manitex. Mr. Kiso is being re-nominated as a Director because, among his other qualifications, he possesses experience and/or expertise in the following areas: distribution, strategy development, mergers and acquisitions and executive compensation.operations management.

Frederick B. Knox,Age 75,82, joined our Board of Directors in September 2013. Mr. Knox has managed, operated and led numerous merger and acquisitions in large scrap and other metal business.businesses. Currently, Mr. Knox provideshas provided consulting services to the Mercer Company.scrap industry. From 2008 until April 1, 2015, Mr. Knox served as a Vice President and Chief Operating Officer of Mercer Company/Scholz .Scholz. Mr. Knox was one of the original founders of Mercer Company, a company that was formed in 1986. Mr. Knox was a Vice President of the Mercer Company from its inception and also became its Chief Operating Officer in 1994. Mr. Knox held the position of Vice President and Chief Operating OfficeOfficer for the Mercer Company until the Company was sold in 2008. Earlier in his career, Mr. Knox held various positions at Warren Scrap, Whittaker Corp., Rainbow Metals and Blaw Knox Corporation. Mr. Knox has his Bachelor of Sciences degree in Metallurgical Engineering from The Ohio State University. Mr. Knox is being re-nominated as a Director because, among his other qualifications, he possesses experience and/or expertise in the following areas: strategy development, mergers and acquisitions, and operations.

David J. Langevin,Age 65,72, has been theour Executive Chairman since September 2019, and was previously Chairman of our Board of Directors and our Chief Executive Officer sincefrom July 2006.2006 until September 2019. Mr. Langevin was the Chairman and Chief Executive Officer of Manitex, Inc., a leading provider of engineered lift solutions (and one of our subsidiaries), from 2003 until joining our company. Mr. Langevin has a Bachelor of Science from Illinois State University and a Master of Business Administration from DePaul University. In addition to his industry experience and expertise, Mr. Langevin is being re-nominated as a Director because it is the Company’s traditional practice to have its Chief Executive Officer serve as a member of the Board.

Marvin B. Rosenberg,Age 75, joined our Board of Directors in 2006. Mr. Rosenberg was previously Senior Vice President, General Counsel and a Director of Terex Corporation, a publicly-traded company principally engaged in the manufacture and sale of heavy equipment. Mr. Rosenberg retired from Terex Corporation in 1997 and retired from its Board of Directors in 2002. He was also a Director of Fruehauf Trailer Corporation from 1992 to 1996. Mr. Rosenberg holds a Bachelor of Science degree from the State University of New York at Stony Brook and a Juris Doctor degree from New York University School of Law. Mr. Rosenberg is being re-nominated as a Director because, among his other qualifications, he possesses experience and/or expertise in the following areas: Manitex business knowledge, knowledge of Manitex’s industry and market, manufacturing, distribution, mergers and acquisitions, and executive compensation.

Stephen J. Tober, Age 51,58, joined our Board of Directors in 2007. SinceMr. Tober is currently the Chief Executive Officer of Perspectus, Inc.From January 2019 to December 2019, Mr. Tober served as President of Tiber Health Corporation, a healthcare education company operating medical and health science schools. From April 2012 to May 2018, Mr. Tober has served as Chief Executive Officer of Career Step, LLC, an online school offering career focused education and corporate training. From April 2009 to March 2012, Mr. Tober was the Chief Executive Officer of American

InterContinental University and President of AIU Online, a Career Education Corporation school. From October 2008 until April 2009, Mr. Tober served as Chief Operating Officer of American InterContinental University. From April 2007 until September 2008 Mr. Tober served as the Managing Director and head of the Corporate andAnd Business Services Group of ThinkEquity Partners LLC and a boutique institutional investment firm. As

a result of his significant experiences as a CEO of several public and private companies as well as his investment experiences, Mr. Tober has actively supervised principal financial officers and evaluated as well as understood many complex financial statements. Finally, his experiences and his active supervision of financial matters have confirmed his ability to understand the importance of internal controls over financial reporting. As a foundation of Mr. Tober’s business experiences are his earning a Bachelor of Arts from Amherst College and a Juris Doctor from the University of Virginia School of Law. Mr. Tober is being re-nominated as a Director because, among his other qualifications, he possesses experience and/or expertise in the following areas: Manitex business knowledge, knowledge of Manitex’s industry and market, finance and capital markets, operations management, mergers and acquisitions, strategy development, and executive compensation.

Executive Officers of the Company who are not also Directors

Andrew M. Rooke,Joseph Doolan, Age 58,59, has served as our President and Chief Operating Officer since March 2007. He joined our company in January 2007 as President and Chief Operating Officer of the Testing and Assembly Equipment segment. From 2002 through June 2006, he was the Chief Financial Officer and Vice President of Finance for GKN Sinter Metals, Inc., a wholly owned subsidiary of GKN plc, a company with 46 operating units worldwide, that is engaged in the design, manufacture and sales of highly engineered components and assemblies to the global automotive and industrial OEMs, including con rods, transmissions and gears. During his employment with GKN Sinter Metals, Inc., Mr. Rooke was responsible for worldwide finance operations, including reporting, treasury, compliance and analysis, information technology, worldwide procurement and business strategy, including mergers and acquisitions. Prior to that, Mr. Rooke was Director and Controller of GKN Off-Highway and Auto Components Division. On February 23, 2012, Mr. Rooke was appointed and serves as Member of Spartan Motors, Inc. Board of Directors. Mr. Rooke holds a Bachelor of Arts in economics from York University in the United Kingdom is qualified as a Chartered Accountant and is a member of the Institute of Chartered Accountants in England and Wales.

Lubomir T. Litchev,Age 61, has served as our President of Manufacturing Operations since May 2012. Mr. Litchev has been an employee of the Company since July 2008 serving in various manufacturing related capacities. Mr. Litchev was responsible for improving manufacturing processes and restructuring manufacturing operations at a number of our plants at different times. Mr. Litchev in addition to his experience at Manitex has more than twenty years of general management and manufacturing experience.

David H. Gransee,Age 64, has served as our Vice President, Chief Financial Officer, Treasurer, and Secretary since 2006.October 2020. Prior to joining our company, Mr. Doolan served as a consultant for Rank Group from 2019 to 2020. From 2016 to 2019, Mr. Doolan served as the Company, Mr. Gransee was the Controller and Assistant SecretaryVice President – Finance of Eon Labs,Fram Group Holdings Inc., a publicly-traded pharmaceutical company with revenue in excesssupplier of $400 million, since its inception in 1992. During his time at Eon Labs, Inc., Mr. Granseea broad range of automotive products. From 2012 to 2016, he served as its Chief Accounting Officer and his areasVice President – Finance of responsibility included financial reporting, internal analysis and budgeting, and insurance and risk management.UCI-FRAM Inc., a manufacturer of aftermarket auto parts. Mr. Gransee receivedDoolan has his Bachelor of Science degreeand a Masters in AccountingAccountancy from DePaul University.University and a Masters of Financial Markets and Trading from Illinois Institute of Technology.

Board Leadership Structure and Role in Risk Oversight

Mr. Langevin serves as both the Executive Chairman of our Board of Directors of our company and theMr. Coffey serves as our Chief Executive Officer of our company.Officer. We have determined that this leadership structure is appropriate because:

We do not currently have a lead independent director.

Risk Oversight

Our Board of Directors has oversight responsibility for the Company’s risk management process. The Board administers its oversight function through its committees but retains responsibility for general oversight of risks. The committee chairs are responsible for reporting findings regarding material risk exposure to the Board as quickly as possible. The Board has delegated to the Audit Committee oversight responsibility to review our major financial risk exposures and management’s financial risk management process, including the policies and guidelines used by management to identify, assess and manage the Company’s exposure to financial risk. Our Committee on Directors and Board Governance monitors the effectiveness of our corporate governance guidelines, including whether they are successful in preventing illegal or improper conduct. Our Compensation Committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking.

Policy on Hedging of Shares

The Company’s Insider Trading Policy does not allow employees, officers, directors or anyone associated with the Company to engage in hedging transactions with respect to their shares. Although not limited to these

specific types of transactions, under the Company’s policy both short sales and trading in options are specifically prohibited.

Board of Directors Meetings and Committees

The Board of Directors manages and directs the management of the business of our company. During the fiscal year ended December 31, 2015,2022, there were four meetings of the Board of Directors. All of our Directors attended all of the meetings of the Board of Directors. Two DirectorsAll but one Director on the Audit Committee each did not participatewho was excused from one meeting due to a medical issue participated in one of the fivefour Audit Committee meetings held during the year. One DirectorAll our Directors on the Compensation Committee did not participate inattended one of the three Compensation Committee meetingsmeeting held during the year. ExceptOther than as noted above, all Committee members participated in all the Committee meetings on which they served.

Our Directors are expected to attend Annual Meetings of Stockholders except where attendance is impractical due to illness or unavoidable scheduling conflicts. The 2015All of our Directors attended the 2022 Annual Meeting of Stockholders was attended by all of our then-current Directors.Stockholders.

The Board has established three (3) standing committees—the Compensation Committee, the Audit Committee, and the Committee on Directors and Board Governance. The principal functions of these committees are briefly described below. The charters of the Compensation Committee, the Audit Committee, and the Committee on Directors and Board Governance Committees are posted in the “Investor Relations” section of our website, www.manitexinternational.com, and paper copies will be provided upon request to the office of the Corporate Secretary, Manitex International, Inc., 9725 Industrial Drive, Bridgeview, Illinois 60455.

Corporate Governance

Director Independence

The Board of Directors has determined that fivesix of our sixeight directors are independent under NASDAQ Rule 5605(a)(2). These independent directors are: Ronald M. Clark, Robert S. Gigliotti, Takashi Kiso, Frederick B. Knox, Marvin B. Rosenberg and Stephen J. Tober. Each of the directors serving on the Compensation Committee, the Audit Committee, and the Committee on Directors and Board Governance are also independent under the NASDAQ independence standards applicable to members of such committees. In evaluating Mr. Rosenberg’s independence, the Board considered the consulting relationship between Mr. Rosenberg and the Company and concluded that such relationship did not adversely affect Mr. Rosenberg’s independence from management.

Compensation Committee

In general, the Compensation Committee reviews and makes recommendations regarding the compensation of our executive officers and certain other management staff. In addition, our Compensation Committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking.

The Compensation Committee approves the compensation provisions set forth in employment agreements of the Company’s named executive officers. The committee also approves bonus and equity awards and establishes performance objectives. The Compensation Committee evaluates the performance of our Chief Executive Officer and determines his compensation based on this evaluation. With respect to the other named executive officers,

the committee considers the Chief Executive Officer’s input as to performance evaluations and recommended compensation arrangements. The compensation of all named executive officers is subject to the final approval of the committee.

The current members of the Compensation Committee are Ronald M. Clark (Chairman), Robert S. Gigliotti, Frederick B. Knox, and Stephen J. Tober. The members of the Compensation Committee are “independent directors” as that term is defined in NASDAQ Rule 5605(a)(2). The Compensation Committee members met three timeswith all our Directors one time during the year ended December 31, 2015.2022.

Audit Committee

The Audit Committee, which was established in accordance with sectionSection 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended, assists the Board in monitoring (1) the integrity of our financial statements; (2) the independent auditor’s qualifications and independence; (3) the performance of our internal control function and independent auditors; and (4) our compliance with legal and regulatory requirements. In addition, our Audit Committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures.

The current members of the Audit Committee are Ronald M. Clark, Robert S. Gigliotti (Chairman), Frederick B. Knox and Stephen J. Tober. The members of the Audit Committee are “independent directors” as that term is defined in NASDAQ Rule 5605(a)(2), NASDAQ Rule 5605(c)(2)(A), and Rule 10A-3 as promulgated under the Securities Exchange Act of 1934, as amended. The Board of Directors has determined that Mr. Gigliotti is an “audit committee financial expert” as defined by Item 407(d)(5)(ii) of Regulation S-K. The Audit Committee met fivefour times during the year ended December 31, 2015.2022.

Meetings of Non-Employee Directors

The non-employee directors of the Board of Directors typically meet in executive session without management present either prior to or immediately following each scheduled Board and Audit Committee Meeting, and as otherwise needed. When the non-employee directors of the Board of Directors or respective committees meet in executive session without management, a temporary chair is selected from among the directors to preside at the executive session.

Communication with the Board of Directors

Correspondence for any member of our Board of Directors may be sent to such Director’s attention: c/o Corporate Secretary, Manitex International, Inc., 9725 Industrial Drive, Bridgeview, Illinois 60455. Any written communication will be forwarded to the Board of Directors for its consideration.

Committee on Directors and Board Governance

The Committee on Directors and Board Governance reviews the performance of our Directors, makes recommendationsrecommends nominees for new Directors,election or reelection to the Board, and evaluates and makes recommendations regarding our governance practices. The Committee on Directors and Board Governance will consider nominees recommended by Stockholders provided such recommendations are made in accordance with the procedures described in this Proxy Statement below under “Procedure for Stockholder Recommendations to the Committee on Directors and Board Governance for Potential Director Nominees” and under “Stockholder Proposals.” In addition, our Committee on Directors and Board Governance monitors the effectiveness of our corporate governance guidelines, including whether they are successful in preventing illegal or improper conduct. The current members of the Committee on Directors and Board Governance are Ronald M. Clark and Robert S. Gigliotti.

The members of the Committee on Directors and Board Governance did not meet as a separate committee during the year ended December 31, 2015,2022, however, the committee met with the entire Board to consider certain matters.matters, including the nomination of Directors, and presented their recommendations to the Board.

Principal Functions

The principal functions of the Committee on Directors and Board Governance are to:

Nominating Procedures

The Board has adopted membership guidelines that outline the desired composition of the Board and the criteria to be used in selecting directors. These guidelines provide that the Board should be composed of directors with a variety of experience and backgrounds, who have high-level managerial experience in a complex organization and who represent the balanced interests of stockholders as a whole rather than those of special interest groups. Other important factors in Board composition include diversity, age, international background and experience and specialized expertise. A significant majority of the Board should be Directors who are not our past or present employees or significant stockholders, customers or suppliers.

In considering candidates for the Board, the Committee on Directors and Board Governance considers the entirety of each candidate’s credentials and does not have any specific, minimum qualifications that must be met by a Board nominee. The Committee on Directors and Board Governance is guided by the composition guidelines set forth above and by the following basic selection criteria: highest character, integrity and experience.

The Committee on Directors and Board Governance will consider written recommendations from stockholders for potential nominees for director that are made in accordance with the procedure set forth below. The committeeCommittee on Directors and Board Governance will apply the same criteria to all candidates it considers, including any candidates submitted by stockholders. The committee evaluates each incumbent director to determine whether he or she should be nominated to stand for re-election,reelection, based on the types of criteria outlined above as well as the director’s contributions to the boardBoard of Directors during their current term. The members of the Committee on Directors and Board Governance did not meet as a separate committee during the year ended December 31, 2015, however, the committee met with the entire Board to consider certain matters, including the nomination of Directors, and presented their recommendations to the Board.

Procedure for Stockholder Recommendations to the Committee on Directors and Board Governance for Potential Director Nominees

The Committee on Directors and Board Governance will consider written recommendations from stockholders for potential nominees for director. The names of suggested nominees, together with the information set forth below, should be submitted for consideration in accordance with the directions for proposals to be considered for inclusion in the Company’s proxy materials described in the section below entitled “Stockholder Proposals.” Timely nominations will be considered but may not be part of the slate nominated by our Board of Directors and, accordingly, would not be included in our proxy materials.

In order to be a valid submission for recommendation to the Committee on Directors and Board Governance for a potential nominee, the form of recommendation must set forth:

In particular, the Committee retains and exercises discretion and judgmentThe NASDAQ diversity matrix is set forth below as to the amounts awarded to NEOs notwithstanding the calculations and amounts determinedrequired under the approved plans, in order to adjust compensation to achieve the desired goalslisting requirements of alignment, particularly with reference to rapidly changing market conditions and other performance factors. This discretion may result in compensation payments both higher and lower than that determined from the approved compensation plans. The table below provides information for Fiscal years 2012 to 2015. In the two years that performance exceeded Target (2012 and 2013), payments to NEOs were reduced from the calculated amounts under the plans by 36% and 30% of salary, respectively. In 2014, performance was 92% of Target with a calculated payout of 0%. A discretionary award, particularly recognizing the strategic contributions expected from the ASV acquisition, of 50% of salary was made for 2014. In 2015, performance was 80.5% of Target with a calculated payout of 80.5% of salary. An actual payout of 0% was made. However, a discretionary award of 50%, particularly recognizing the strategic acquisition of PM Group, was made.

Overview of 2015 Business Results and Performance-Based Compensation

As we entered the year in 2015 market conditions were uncertain but there was optimism for the year to progressively improve. Our backlog was strong at $107 million and adjusting for the acquisition of ASV that had been completed on December 19^th 2014, our backlog was 27% higher than the previous year. Economic activity in the general construction sectors in North America had stabilized and shown some growth which was expected to strengthen further, and we anticipated to benefit from this given the added exposure to this sector from the ASV acquisition. The energy sector had slowed towards the end of 2014 and although it was somewhat stable there was considerable uncertainty regarding the level of demand that would come from that sector. European markets, with a relatively stable currency environment, continued their modest improvement trend which our container handling equipment business would benefit from and Latin America where our distribution for this sector had been enhanced was also trending favorably. These factors together with the benefit from recently introduced new products would assist in providing year over year growth opportunities.

Our 2015 priorities were to increase our level of order intake to allow an increase in manufacturing output and to sustain and grow at these new levels while maintaining control of our operating expenses. This would lead to improved net income, EPS and Adjusted EBITDA performance compared to the prior year 2014 results. Among the strategies to achieve this objective were integrating the newly acquired ASV organization and launching its new brand, securing distribution and orders for several new products while continuing to invest in new product development, growing our presence in existing and new end markets, achieving $4.0 of cost reductions in the year when compared to 2014 costs, and investing in our sales organization. In addition, we regarded the reduction of our debt as also a key priority to reduce our interest expense and to strengthen the Company’s financial position. Additionally we had a number of important strategic initiatives we were targeting to further increase shareholder value. These included commencing to focus the Company on a core of crane and construction equipment with higher average margins and divesting lower margin or less strategically important operations and also rapidly expanding the independent distribution for the new ASV brand. Accordingly, our

Annual Incentive Plan for 2015 was designed to focus on Adjusted EBITDA performance and certain agreed upon strategic initiatives. To calculate Adjusted EBITDA, the Company starts with operating income and adds back acquisition transaction related, restructuring and related expense and foreign exchange and other adjustments, and depreciation and amortization (which appears on the cash flow statement).

Actual performance in 2015 was significantly different than our expectations and was substantially driven by major changes to market conditions. Contrary to expectations, the energy sector collapsed causing our major and most profitable business of straight mast boom truck cranes to decline 45% year over year with higher tonnage cranes declining 54% and the strength of the US dollar significantly adversely impacting the translation of European generated revenue and profit. In addition to the underlying performance of the business, actual results for 2015 were negatively impacted by acquisition transaction related expense (ASV and PM Group), restructuring and related expense (including the sale of Load King Trailers) and foreign exchange and other adjustments. The 2015 results include after-tax costs of $6.0 million associated with the aforementioned items. For 2015, compared to 2014, revenues increased 56.5% to a record $387 million. Revenues were adversely affected by $28.3 million due to the strength of the dollar but increased by $202.9 million from the impact of acquisitions of ASV and PM Group. Underlying revenues, i.e., excluding the ASV and PM acquisitions, declined $63.4 million. We achieved cost reductions of $5.0 million in the year, 25% higher than the plan despite significantly lower purchased volumes. In addition, as reported in the Company’s 2015 Annual Report, the Company’s adjusted debt decreased by $43.2 million in 2015. This decrease includes a reduction of $11.8 million on the Company’s U.S. recourse bank term debt (“U.S. Term Debt”) which represents an 84% reduction from the $14 million balance previously outstanding, leaving only a $2.2 million balance at December 31, 2015. Subsequently, the entire balance of the U.S. Term Debt has been retired. We reported a net loss from continuing operations, including the aforementioned $6.0 million of costs, of $4.0 million, a decrease of $12.1 million from the net income from continuing operations of $8.1 million in 2014. Adjusted EBITDA for 2015 compared to 2014, increased 17% to $25.8 million.

Achievement against both 2015 Annual Incentive Plan drivers exceeded the Target levels approved. However, Management recommended, and the Compensation Committee and the Board of Directors concurred in their discretion, that no award under the 2015 Plan would be made for 2015.

Further details regarding 2015 performance can be found in the “Components of Compensation” section.

Compensation Philosophy and Objectives

In making decisions with respect to compensation for our NEOs, the Compensation Committee is guided by the following objectives:

The Compensation Committee’s Role

Our compensation program is administered by the Compensation Committee.

The Compensation Committee establishes performance objectives for the Chief Executive Officer (“CEO”) based on our annual business plan and long term strategic goals approved by the Board of Directors. Progress

against these goals is monitored by the Compensation Committee on a quarterly basis. The Compensation Committee evaluates the CEO’s performance against these goals annually, with input to the evaluation from all independent Directors. The Compensation Committee also considers market data from independent sources, comparisons of our performance to our peers, strategic achievements during the year, such as acquisitions and their integration into our business, and value-creating divestitures. Based on these factors, the Compensation Committee makes recommendations concerning base salary increases, annual incentive award targets and payments under the Annual Incentive Plan and awards under our long term incentive program. The Compensation Committee has regularly-scheduled executive sessions to discuss CEO performance and compensation and other matters without any executive officers present. All aspects of the CEO’s compensation are approved by the Compensation Committee, which is comprised solely of independent Directors.

The Compensation Committee reviews and approves base salary increases, Annual Incentive Plan targets and awards, long term incentive program awards and similar arrangements for the other NEOs in the Summary Compensation Table below after receiving recommendations from our CEO. The Compensation Committee makes the final decision and approves compensation decisions for all NEOs, including the CEO.

The Compensation Committee’s composition is described in more detail in this proxy statement under the section above entitled “Corporate Governance—Compensation Committee.”

Compensation Committee Advisors

The Compensation Committee has the authority under its charter to engage the services of outside consultants, to determine the scope of the consultants’ services, and to terminate such consultants’ engagement. In 2015, after review and consideration, the Committee continued to engage the services of AON Hewitt to assist in the development of an additional Long Term Incentive Compensation plan.

Management’s Role in the Compensation-Setting Process

Our management is involved in the following executive compensation processes:

Elements of Our Compensation Program for Named Executive Officers

Our compensation philosophy and objectives are achieved by using the following elements in our compensation program for NEOs:

Element of Compensation Program		Description		Key Objectives Promoted
Severance Payments and Benefits after a Change in Control		Severance protection providing severance equal to a multiple of salary and actual bonus in the event of a termination without Cause by us or for Good Reason by the Executive following a Change in Control.		In addition to the Severance Protections above, designed to promote executive neutrality toward Change in Control transactions that may pose an employment risk, as well as retain executives through a Change in Control transaction.
Perquisites		Personal benefits provided to the executive		Designed to be market competitive and facilitate the executives’ attention to the business.

Executive Compensation Policies and Practices

Our Target Labor Market

In administering the compensation program, the Compensation Committee relies on market information provided periodically at its request. For evaluating compensation, the Compensation Committee reviews compensation data for industrial companies of comparable size, which reflect the types of companies with which we compete for talent. Here, we use a broader industrial market reference because the number of direct product and service market competitors is limited. Many of the companies that provide similar products and services are either privately held, headquartered overseas, or part of a larger enterprise; therefore, executive compensation data may be either unavailable or of limited applicability to the U.S. labor market in which we principally compete.

Historically, we have used a peer group for evaluating compensation. The peer group incorporates companies that are identified by NASDAQ as our peer group as well as public industrial companies of closest comparable size to us (generally at least twice our size in terms of revenue, primarily due to a lack of suitable peers that are closer to us in size), which typically have significant employee populations in manufacturing, product engineering and sales.

In evaluating executive compensation, the Compensation Committee takes into account the relative size of the companies in the peer group. The Compensation Committee compares the NEOs’ compensation to the mean and median of the peer group.

In addition, we also consider data from compensation surveys published by leading compensation consulting and advisory firms. The analysis of both the peer group and published surveys includes base salary, annual bonus, long term compensation and total compensation. During 2015 the Committee determined to not update their review from 2014 of comparative compensation.

Our Target Pay Mix

The total compensation package for our executive officers consists of base salary, annual incentives, long term incentives and benefits. In determining both the target level of compensation and mix of compensation elements, we consider market practice, business objectives, expectations of our stockholders, and our own subjective assessment of individual executives’ performance, growth and future potential.

We have chosen a target mix of base salary, annual incentives and long term incentives that generally reflects our peer industrial companies, with actual pay mix based on the performance of our Company and of the individual. Peer company practices will continue to be monitored as one reference point as we make decisions regarding target pay mix. However, we will also continue to make strategic decisions based on our unique business objectives and circumstances, which may differ from peer company practices and circumstances.

We believe the current target pay mix achieves several important objectives: it supports a strong pay-for-performance culture; it balances the focus on annual and long-term objectives in support of our business strategy; it satisfies the need for flexibility to motivate and reward exceptional performance; and it achieves favorable tax outcomes with respect to compensation.

The following table shows the dollar values and pay mix percentages of our 2015 Target direct pay opportunities for our NEOs:NASDAQ.

Factors Considered in Making Compensation DecisionsExecutive COMPENSATION

Actual compensation levels areThe following is a function of Companydiscussion and individual performance as described under each specific compensation element below. When making pay decisions, the Compensation Committee considers the competitiveness of individual elementsanalysis of compensation as well as the aggregate sum of base salary, annual incentives and the expected value of long term incentives (determined at grant) for an executive officer. Awards are generally prorated if a NEO is promoted during the year, based on the timing of the promotion. The Compensation Committee may also consider salary increase history, past bonus awards and past equity awards as context in understanding year-to-year changes in compensation and retention effect of prior awards. Under the Annual Incentive Plan awards are determined based upon target values established for each of the NEOs and then adjusted upon comparison of actual performance to pre-established criteria. The Compensation Committee retains the discretion to decrease the size of individual awards in situations where an executive officer’s individual performance falls below expectations. Final decisions on any major element of compensation, as well as total compensation for executive officers, are made by the Compensation Committee. Our Compensation Committee is comprised entirely of non-employee Directors and our CEO does not participate in discussions related to his compensation when presented to the Board of Directors.

The compensation program is generally applied consistently to NEOs. Any exceptions are noted throughout this report.

The Compensation Committee’s Position on Compensation and Excessive Risk

In establishing the structure and levels of compensation, the Compensation Committee has been mindful of the potential for risk taking by management to achieve certain target or above target incentives. The Compensation Committee has sought to balance fixed and variable compensation, short-term and long-term compensation, the performance metrics used in determining incentive compensation and the level of in-service and post-retirement benefits to mitigate against unnecessary or excessive risk taking. Additionally, the Company has adopted policies and programs which encourage management not to take excessive risks including establishing a minimum Earnings Before Interest Taxes Depreciation & Amortization (EBITDA) trigger, which must be satisfied before any payouts can be made under the Annual Incentive Plan;

Components of Compensation

Base Salary

Base salary provides a fixed amount of compensation appropriate to attract and retain key executives and to underpin the cyclicalityarrangements of our businessNamed Executive Officers or “NEOs.” This discussion contained forward-looking statements that can cause fluctuations in variable compensation from year to year. The Compensation Committee reviews base salaries on an annual basis, recommends and approves adjustments for NEOs. Salary adjustments are based on an assessment of the individual executive’s performanceour current plans, considerations, expectations and our goal of achieving market parity with the salaries of executivesdeterminations regarding future compensation programs. Actual compensation programs that we adopt may differ materially from currently planned programs as summarized in the competitive market, recognition of promotion or other increases in responsibility, the scope of the executive’s role relative to our other executives, and the general economic environment impacting the Company. History of salary increases and temporary decreases may also be reviewed and considered. Mid-year adjustments are considered when there is a significant change in the executive’s role or responsibility.

The Compensation Committee has recommended that any adjustments to salary for an executive officer will depend upon an annual review of job performance, accomplishments and progress toward individual and/or overall goals and objectives for each segment of our business that such executive officer oversees, as well as his or her contributions to our overall direction. Long term growth in shareholder value is an important factor. The results of executive officers’ performance evaluations, as well as their demonstration and support of the Company’s values, including strong ethics, leadership style, and sound corporate governance, form a part of the basis of the Compensation Committee’s decision to approve, at its discretion, future adjustments in base salaries of our executive officers.

The Committee approved the following base salary adjustments effective January 1, 2015 for our NEOs. The increases awarded reflected increased responsibility and scope arising from the significant increase in size and complexity of the Company with the additions of ASV and the PM Group:

FY 2015 Base

The following table sets forth the total compensation earned by our named executive officers in fiscal years 2013, 20142022 and 2015.2021.

Narrative to Summary Compensation Table

For fiscal year 2022 the compensation program established for the Company’s named executive officers consisted of the following elements:

Base Salary: The base salaries of our named executive officers depend on their job responsibilities, the market rate of compensation paid by companies in our industry for similar positions, our financial position and performance, and the strength of our business. Base salaries provide a fixed means of compensation in order to attract and retain talent. For fiscal year 2022, Mr. Langevin, Mr. Coffey and Mr. Doolan received a base salaries of $350,000, $400,000 and $275,000.

For fiscal year 2022, Mr. Filipov (Former Chief Executive Officer) and Mr. Kiefer (Former Chief Operating Officer) base salaries were $400,000 and $283,250, respectively.

Non-Equity Incentive Plan Compensation: As part of the Company’s executive compensation program, our named executive officers are eligible to receive performance-based cash awards. The annual performance-based cash awards are based on the named executive officer’s individual performance and the Company’s actual performance compared to the corporate goals approved by the Board and the Compensation Committee. Following the end of each fiscal year, the Board and the Compensation Committee are responsible for determining the bonus amount payable to each executive officer based on that executive officer’s individual performance during the fiscal year and its determination of the Company’s actual performance compared to the corporate goals established for that fiscal year. Bonuses of $50,000, $1,060,826 and $364,659 were awarded to Messrs. Langevin, Coffey and Doolan, respectively, based on the Company’s performance during fiscal 2022 and each individual officer’s roles in contributing to such performance.

Long-Term Equity Awards: Equity ownership by our executive officers and key employees encourages them to create long-term value and aligns their interests with those of our stockholders. As a result, our executive compensation program provides for the issuance of stock options and restricted stock units (“RSUs”) as determined by the Compensation Committee and our Board.

During fiscal year 2022, the Compensation Committee authorized the issuance of the following equity awards to our named executive officers:

Employee Benefits: Our NEOs are eligible to participate in our broad-based employee benefit programs on the same terms offered to our employees. These benefit programs include adefined contribution 401(k) plan, medical, dental and vision insurance, long-term and short-term disability insurance, life and accidental death and dismemberment insurance and health and dependent care flexible spending accounts. We do not provide pension arrangements or post-retirement health coverage for our NEOs or other employees. In addition, we do not provide a nonqualified deferred compensation plan for our NEOs or other employees.

Pay Versus Performance

The following table sets forth compensation information for our current and former Chief Executive Officers, referred to below as our PEOs, and our other named executive officers, or NEOs, for purposes of comparing their compensation to the value of our Stockholders' investments and our net income, calculated in accordance with SEC regulations, for fiscal years 2022 and 2021.

First PEO (Mr. Filipov) Equity Award Adjustment Breakout

Second PEO (Mr. Coffey) Equity Award Adjustment Breakout

Non-PEO NEO Equity Award Adjustment Breakout

awarded 2,562 restricted stock units based on a closing stock price of $9.25 per Common Share on March 13, 2015, the date the Board approved the discretionary bonus and the restricted stock units. The restricted stock units vest upon issuance.

(9)

Andrew M. Rooke was awarded a discretionary bonus of $306,800 for 2013. In accordance with a recommendation of the Compensation Committee, Mr. Rooke received restricted stock units with a value equal to 15% of his bonus ($46,019) and it was stipulated that Mr. Rooke’s cash bonus was to be reduced by the value of the restricted stock units granted. Mr. Rooke was awarded 2,878 restricted stock units based on a closing stock price of $15.99 per Common Share on March 6, 2014, the date the Board approved the discretionary bonus and the restricted stock units. The restricted stock units vest upon issuance. On December 31, 2013, Mr. Rooke was awarded 6,500 restricted stock units which had a fair value of $103,220 based on closing stock price of $15.88 on December 31, 2013, the date of grant.

(10)	Represents a $12,000 car allowance, $9,765 401(k) matching, a $88,393 housing allowance and $25,000 for insurance premiums paid in connection with whole life insurance policy purchase by the Company that is owned by employee.

(11)	Represents a $12,000 car allowance, $7,800 401(k) matching, a $86,417 housing allowance and $250 miscellaneous income.

(12)	Represents a $12,000 car allowance, $5,430 401(k) matching and a $77,005 housing allowance.

(13)

Lubomir T. Litchev was awarded a discretionary bonus of $149,968 for 2015. In accordance with a recommendation of the Compensation Committee, Mr. Litchev received restricted stock units with a value equal to 15% of his bonus ($22,487) and it was stipulated that Mr. Litchev’s cash bonus was to be reduced by the value of the restricted stock units granted. Mr. Litchev was awarded 2,431 restricted stock units based on a closing stock price of $9.25 per Common Share on March 13, 2015, the date the Board approved the discretionary bonus and the restricted stock units. The restricted stock units vest upon issuance.

(14)

Lubomir T. Litchev was awarded a discretionary bonus of $149,968 for 2014. In accordance with a recommendation of the Compensation Committee, Mr. Litchev received restricted stock units with a value equal to 15% of his bonus ($22,496) and it was stipulated that Mr. Litchev’s cash bonus was to be reduced by the value of the restricted stock units granted. Mr. Litchev was awarded 2,432 restricted stock units based on a closing stock price of $9.25 per Common Share on March 13, 2015, the date the Board approved the discretionary bonus and the restricted stock units. The restricted stock units vest upon issuance.

(15)

Lubomir T. Litchev was awarded a discretionary bonus of $291,200 for 2013. In accordance with a recommendation of the Compensation Committee, Mr. Litchev received restricted stock units with a value equal to 15% of his bonus ($43,685) and it was stipulated that Mr. Litchev’s cash bonus was to be reduced by the value of the restricted stock units granted. Mr. Litchev was awarded 2,732 restricted stock units based on a closing stock price of $15.99 per Common Share on March 6, 2014, the date the Board approved the discretionary bonus and the restricted stock units. The restricted stock units vest upon issuance. 2014, the date Board approved the discretionary bonus and the restricted stock units. The restricted stock units vest upon issuance. On December 31, 2013, Mr. Litchev was awarded 6,500 restricted stock

(16)	Represents a $12,000 car allowance and $25,000 for insurance premiums paid in connection with whole life insurance policy purchase by the Company that is owned by employee.

(17)	Represents a $12,000 car allowance, $7,800 401(k) matching contribution and $350 miscellaneous income.

(18)	Represents a $12,000 car allowance and $5,430 401(k) matching contribution.

(19)

David H. Gransee was awarded a discretionary bonus of $57,310 for 2015. In accordance with a recommendation of the Compensation Committee, Mr. Gransee received restricted stock units with a value equal to 15% of his bonus ($8,594) and it was stipulated that Mr. Gransee’s cash bonus was to be reduced by the value of the restricted stock units granted. Mr. Gransee was awarded 929 restricted stock units based on a closing stock price of $9.25 per Common Share on March 13, 2015, the date the Board approved the discretionary bonus and the restricted stock units. The restricted stock units vest upon issuance.

(20)

David H. Gransee was awarded a discretionary bonus of $57,310 for 2014. In accordance with a recommendation of the Compensation Committee, Mr. Gransee received restricted stock units with a value equal to 15% of his bonus ($8,593) and it was stipulated that Mr. Gransee’s cash bonus was to be reduced by the value of the restricted stock units granted. Mr. Gransee was awarded 929 restricted stock units based on a closing stock price of $9.25 per Common Share on March 13, 2015, the date the Board approved the discretionary bonus and the restricted stock units. The restricted stock units vest upon issuance.

(21)

David H. Gransee was awarded a discretionary bonus of $222,560 for 2013. In accordance with a recommendation of the Compensation Committee, Mr. Gransee received restricted stock units with a value equal to 15% of his bonus ($33,387) and it was stipulated that Mr. Gransee’s cash bonus was to be reduced by the value of the restricted stock units granted. Mr. Gransee was awarded 2,088 restricted stock units based on a closing stock price of $15.99 per Common Share on March 6, 2014, the date the Board approved the discretionary bonus and the restricted stock units. The restricted stock units vest upon issuance. On December 31, 2013, Mr. Gransee was awarded 4,000 restricted stock units which had a fair value of $63,520 based on closing stock price of $15.88 on December 31, 2013, the date of grant.

(22)	Represents a $9,000 car allowance, $5,771 401(k) matching contribution match, and $15,000 for insurance premiums paid in connection with whole life insurance policy purchase by the Company that is owned by employee.

(23)	Represents a $9,000 car allowance, $7,128 401(k) matching contribution match, and $100 miscellaneous income.

(24)	Represents a $9,000 car allowance, and $5,430 401(k) matching contribution match.

Description of Relationships Between Compensation Actually Paid and Certain Financial Measures

GrantsIn accordance with SEC rules, the Company is providing the following descriptions of Plan-Based Awardsthe relationships between “compensation actually paid” and the financial performance measures presented in the Pay Versus Performance table. Between December 31, 2021 and December 31, 2022, the amount of “compensation actually paid” to our PEOs increased 305% from $958,413 to $2,918,615, the increase was primarily attributable to one-time inducement equity awards granted to our current PEO and concurrent separation pay to our former PEO, and the average amount of “compensation actually paid” to our NEOs other than our PEOs increased 18%from $576,389 to $682,074. Our “total shareholder return” during the two-year period ended December 31, 2022 decreased by 37% and our net loss during the two-year period ended December 31, 2022 increased by 7%, from approximately $(4,573,000) in 2021 to approximately $(4,901,000) in 2022.