UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Securities Exchange Act of 1934

(Amendment No.)

Filed by the Registrant ☒

Filed by a partyParty other than the Registrant ☐

Check the appropriate box:

The Manitowoc 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 the appropriate box):

THE MANITOWOC COMPANY, INC.

October 4, 2017One Park Plaza

Dear Shareholder:11270 West Park Place, Suite 1000

You are cordially invited to attend a SpecialMilwaukee, Wisconsin 53224

(414) 760-4600

March 23, 2023

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Important Notice Regarding the Availability of Proxy Materials for the 2023 Annual Meeting of Shareholders of The Manitowoc Company, Inc. (“Manitowoc”) to be held as a virtual meeting atwww.virtualshareholdermeeting.com/MTW2023 on November 17, 2017,Tuesday, May 2, 2023, at 9:00 a.m., Central StandardDaylight Time.

We encourage you to access and review all of the information contained in the Proxy Statement and accompanying materials before voting. The Proxy Statement and the Company’s Annual Report are available at www.proxyvote.com.

If you want to receive a paper or email copy of these documents, you must request one. There is no charge to you for requesting a copy. Please make your request for a copy as instructed below on or before April 18, 2023 to facilitate timely delivery.

The 2023 Annual Meeting of The Manitowoc Company, Inc. will be held as follows:

The 2023 Annual Meeting of The Manitowoc Company, Inc. will be held for the following purposes:

Shareholders of record as of the close of business on March 1, 2023, are cordially invited to attend by virtual presence online and are entitled to vote at 777 Eastthe 2023 Annual Meeting. However, whether or not you expect to attend the 2023 Annual Meeting by virtual presence online, you are requested to properly complete the proxy card online at www.proxyvote.com or to obtain, complete, date, sign, and promptly return a hard copy of the proxy card, which can be obtained by request through the website, toll free number or email address noted above.

Milwaukee, Wisconsin Avenue, 40^th Floor,

PROXY SUMMARY

Board and Corporate Governance Highlights

Our Board represents a balance of longer-tenured members with in-depth knowledge of our business and newer members who bring valuable additional attributes, skills and experience. Eight of our nine directors are independent and provide strong oversight of our long-term strategy. We believe that directors with different backgrounds and experiences make our boardroom and the Company stronger.

The Company has always believed that strong corporate governance practices help create long-term value for our shareholders. The commitment to transparent corporate governance ensures that the Company is managed and monitored in a responsible and value-driven manner. Our Corporate Governance Guidelines, along with the charters of each of our Board Committees and the key practices of our Board of Directors, provide the framework for corporate governance at the Company.

The Corporate Governance and Sustainability Committee believes that our Board is most effective when it embodies a diverse set of viewpoints and practical experiences. The Corporate Governance Guidelines ensure that the Corporate Governance and Sustainability Committee considers the diversity of viewpoints, backgrounds, experiences, expertise, and skill sets, including diversity of age, gender identity, nationality, race, and ethnicity when identifying and recommending to the Board qualified candidates for Board membership.

Proxy Summary

To maintain an effective Board, the Corporate Governance and Sustainability Committee considers how each nominee’s particular background, experience, qualifications, attributes, and skills will contribute to the Company’s success. As shown below, the members of our Board have a range of viewpoints, backgrounds, and expertise.

Proxy Summary

Executive Compensation Highlights

The Compensation Committee believes the executive compensation program at Manitowoc is structured to align the interests of executives with those of our shareholders. These interests are met in rewarding value creation at all stages of the business cycle and providing an increasing percentage of performance-based compensation at higher levels of executive responsibility. This performance-based compensation is both market competitive and internally equitable. Based on this philosophy, 83% of CEO pay and 63% of named executive officer pay was tied to at risk short-term and long-term incentive plans. In addition, given the expansion of the Company’s environmental, social, and governance (“ESG”) initiatives, the Compensation Committee elected to include a ESG measure in the 2022 short-term incentive plan focused on driving performance in environmental sustainability, workplace safety, and gender diversity.

In 2022, the Company experienced headwinds with higher raw material, energy, wages, logistics, and component costs due to the highly inflationary environment. Furthermore, supply chain, labor, and logistic constraints impacted the Company’s ability to produce and ship products during the year. Nevertheless, the Company nearly achieved its target financial goals while making strong gains in the Company’s objective to become more sustainable. This included achieving ISO 50001 certification, a global Energy Management Standard, at all of its manufacturing facilities and meeting its 2025 normalized Greenhouse Gas emissions reduction target three years ahead of schedule.

TABLE OF CONTENTS

THE MANITOWOC COMPANY, INC.

One Park Plaza

11270 West Park Place, Suite 1000

Milwaukee, Wisconsin.Wisconsin 53224

(414) 760-4600

SOLICITATION AND VOTING

This Proxy Statement is furnished by the Board of Directors (the “Board of Directors” or “Board”) of The Manitowoc Company, Inc., a Wisconsin corporation (referred to in this Proxy Statement as the “Company,” “we” or “our”), to the shareholders of the Company in connection with a solicitation of proxies for use at the 2023 Annual Meeting of Shareholders (the “2023 Annual Meeting”) to be held as a virtual meeting at 9:00 a.m., Central Daylight Time, on Tuesday, May 2, 2023, and at any and all adjournments or postponements thereof. This Proxy Statement and the accompanying materials are being provided to shareholders on or about March 23, 2023.

Who can vote?

At the special meeting, we will ask youclose of business on March 1, 2023, the record date for determining shareholders entitled to consider andvote at the 2023 Annual Meeting, there were outstanding 35,170,221 shares of Company common stock, par value $0.01 per share (the “Common Stock”). Each share outstanding on the record date is entitled to one vote on a proposal to adopt and approve an amendment to Manitowoc’s Amended and Restated Articles of Incorporation that effects (a) a reverse stock split of the outstanding shares of Manitowoc’s common stock, at a reverse stock split ratio ofone-for-four, and (b) a reduction in the number of authorized shares of Manitowoc’s common stock from 300,000,000 to 75,000,000.

The proxy statement attached to this letter provides you with information about the proposed reverse stock split amendment. Please read the entire proxy statement carefully. You may obtain additional information about Manitowoc from documents we have filed or will file with the Securities and Exchange Commission.

It is important that your shares be represented and votedall matters presented at the meeting. You should

How to vote

Any shareholder entitled to vote may vote by attending the virtual meeting online or by duly executed proxy. Shareholders of record will have already received an Important Notice Regarding the Availability of Proxy Materials with instructionsoption to vote by written proxy or electronically via either the internet or telephone. Instructions on how to accessvote are set forth in the proxy materials and vote. As indicated in that Notice, youProxy Materials sent to shareholders. Shareholders may view the proxy materials online at www.proxydocs.com/mtw and you may also access and complete the proxy card online at www.proxypush.com/mtw. Or ifwww.proxyvote.com. In order to vote online, a shareholder will need the control number provided to the shareholder along with the Notice of Meeting. The Company is offering electronic services both as a convenience to its shareholders and as a step towards reducing costs. Shareholders not wishing to use electronic voting methods may continue to cast votes by returning their signed and dated proxy card. If you prefer, you may requestare a copy of the proxy materials, free of charge, including a hard copy of the proxy card, through the website www.investorelections.com/mtw, by phone at1-866-648-8133, or by email at paper@investorelections.com. If your shares are held through a broker, bank or other holdershareholder of record, you should follow the procedures provided by your broker, bank or other holder of record to provide voting instructions.

You can revoke your proxy at any time before the special meeting and provide a new proxy as you deem appropriate. Only your latest dated proxy will count. If you decide tomay attend the special meeting2023 Annual Meeting by virtual presence online and wish to change your proxy vote, you may do so by voting in person at the special meeting.

Your vote is very important.

Sincerely,

Barry L. Pennypacker

President and Chief Executive Officer

THE MANITOWOC COMPANY, INC.

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

A Special Meeting of Shareholders of The Manitowoc Company, Inc. (“Manitowoc”) will be held onNovember 17, 2017, at 9:00 a.m., Central Standard Time, at the offices of Foley & Lardner LLP located at 777 East Wisconsin Avenue, 40^th Floor, Milwaukee, Wisconsin.

The special meeting will be held for the sole purpose of adopting and approving an amendment to our Amended and Restated Articles of Incorporation to effect (a) a reverse stock split of the outstanding shares of Manitowoc’s common stock, at a reverse stock split ratio ofone-for-four, and (b) a reduction in the number of authorized shares of Manitowoc’s common stock from 300,000,000 to 75,000,000. The full text of the proposed amendment is attached to the accompanying proxy statement as Annex A.

The close of business on September 29, 2017 has been fixed as the record date for the determination of shareholders entitled to notice of, and to vote at, the special meeting and any adjournment or postponement thereof (the “record date”).

Your vote is important no matter how large or small your holdings may be.To assure your representation at the special meeting, please vote your shares overat www.virtualshareholdermeeting.com/MTW2023during the Internet or viameeting. You will need your control number found on your proxy card. Follow the toll-free telephone number as instructed ininstructions provided to cast your vote.

How to obtain meeting materials

All Proxy Materials for the Important2023 Annual Meeting, including this Proxy Statement and the 2022 Annual Report to Shareholders, are available on the internet at www.proxyvote.com. All shareholders have been separately provided an “Important Notice of InternetRegarding the Availability of Proxy Materials. You also may” As indicated in that Notice, if you want to receive a paper or email copy of these documents, you must request one. There is no charge to you for requesting a printed proxy card to submit your vote by mail. For more details, see “How do I vote?” under “Questions and Answers About the Special Meeting and Voting” in the accompanying proxy statement.

By Order of the Board of Directors,

THE MANITOWOC COMPANY, INC.

Louis F. Raymond

Vice President, General Counsel and Secretary

Manitowoc, Wisconsin

October 4, 2017

PROXY STATEMENT

FOR

THE MANITOWOC COMPANY, INC.

TABLE OF CONTENTS

2400 South 44^th Street

Manitowoc, WI 54220

ABOUT THIS PROXY STATEMENT

Purpose

This proxy statement is being furnished by The Manitowoc Company, Inc., a Wisconsin corporation (“Manitowoc”), in connection with the solicitation by Manitowoc’s Board of Directors (the “Board”) of proxies to be voted at our special meeting of shareholders to be held on November 17, at 9:00 a.m., Central Standard Time, at the offices of Foley & Lardner LLP located at 777 East Wisconsin Avenue, 40^th Floor, Milwaukee, Wisconsin, and at any adjournment or postponement thereof (the “Special Meeting”). The holders of record of Manitowoc common stock, par value $0.01 per share (“common stock”), as of the close of business on September 29, 2017, the record date for the Special Meeting, will be entitled to notice of and to vote at the Special Meeting and any adjournment or postponements thereof. As of September 26, 2017, there were 140,721,479 shares of our common stock outstanding and entitled to vote. Each share of our common stock is entitled to one vote on any matter presented at the Special Meeting.

The Special Meeting will be held for the sole purpose of adopting and approving an amendment to our Amended and Restated Articles of Incorporation to effect (a) a reverse stock split of the outstanding shares of Manitowoc’s common stock, at a reverse stock split ratio ofone-for-four (the “Reverse Stock Split”), and (b) a reduction in the number of authorized shares of Manitowoc’s common stock from 300,000,000 to 75,000,000 (the “Authorized Share Reduction”).

If our shareholders adopt and approve the amendment to our Amended and Restated Articles of Incorporation to effect the Reverse Stock Split and the Authorized Share Reduction, and Manitowoc implements it, then the Reverse Stock Split and the Authorized Share Reduction will become effective shortly after the filing of articles of amendment to our Amended and Restated Articles of Incorporation (the “Articles of Amendment”) with the Wisconsin Department of Financial Institutions. Even if shareholders adopt and approve the proposal, Manitowoc may delay the filing of the Articles of Amendment or abandon the Reverse Stock Split and the Authorized Share Reduction if the Board determines that such action is in the best interests of Manitowoc and our shareholders.

Recommendation of the Board of Directors

The Board recommends that you voteFOR the adoption and approval of the amendment to our Amended and Restated Articles of Incorporation to effect the Reverse Stock Split and the Authorized Share Reduction.

Questions and Answers About the Special Meeting and Voting

Why did I receive these proxy materials?

We are providing these proxy materials in connection with the solicitation by the Board of proxies to be voted at our Special Meeting for the purpose set forth above and in the attached Notice of Special Meeting of Shareholders. The Notice of Special Meeting ofcopy. Shareholders and this proxy statement and a proxy or voting instruction card are being mailed or made available to shareholders starting on or before October 4, 2017.

Why did I receive an “Important Notice of Internet Availability of Proxy Materials” but no proxy materials?

We distribute our proxy materials to certain shareholders via the Internet under the “Notice and Access” approach permitted by rules of the Securities and Exchange Commission (“SEC”). This approach conserves natural resources and reduces our distribution costs, while providing a timely and convenient method of accessing the materials and voting. On or before October 4, 2017, we mailed an Important Notice of Internet Availability of Proxy Materials to participating shareholders, containing instructions on how to access the proxy materials on the Internet to vote your shares over the Internet or by telephone. You will not receive a printed copycopies of the proxy materials unless youthey request them. If you would like to receive a printedpaper or email copy of our proxy materials, including a printed proxy card on which you may submit your vote by mail, then you should follow the instructions for obtaining a printed copy of our proxy materials contained in the Important Notice for requesting such materials. Please make your request as instructed in that Notice on or before April 18, 2023 to facilitate timely delivery.

Who may attend the annual meeting by virtual presence online?

Only shareholders of Internet Availabilityrecord at the close of Proxy Materials.business on the record date (March 1, 2023), or their proxy holders or the underlying beneficial owners of the Common Stock, may attend the meeting by virtual presence online by visiting www.virtualshareholdermeeting.com/MTW2023.

1

Solicitation and Voting

What do I need to do to attend the Special Meeting?2023 Annual Meeting by virtual presence online?

Admission to the Special Meeting is limited to shareholders as of the close of business on September 29, 2017 and their authorized proxy holders. If you hold your shares in your name as a shareholder of record and you plan toTo attend the Special2023 Annual Meeting by virtual presence online, please follow these instructions:

How can I participate in the 2023 Annual Meeting?

The 2023 Annual Meeting will be accessible only through the Internet. As with our 2021 and 2022 Annual Meetings, this format is being used to ensure greater participation and attendance for those shareholders, employees, and other stakeholders who are not centrally located. We have worked to offer the same participation opportunities as were provided at the in-person portion of record)our past meetings while further enhancing the online experience available to all shareholders regardless of their location.

You are entitled to participate in the 2023 Annual Meeting if you were a shareholder as of the close of business on March 1, 2023. The 2023 Annual Meeting will begin promptly at 9:00 a.m. Central Daylight Time. Online check-in will begin at 8:45 a.m. Central Daylight Time, and you should allow ample time for the same shareholder willonline check-in procedures.

Whether or not you participate in the 2023 Annual Meeting, it is important that your shares be considered held in separate accounts and will not be aggregated when effecting the Reverse Stock Split.

Effects of the Reverse Stock Split and the Authorized Share Reduction

General

After the effective date of the Reverse Stock Split and the Authorized Share Reduction, each shareholder will own a reduced number of shares of common stock. However, the Reverse Stock Split will affect all of our shareholders uniformly and will not affect any shareholder’s percentage ownership interests in Manitowoc, except to the extent that the Reverse Stock Split results in any of our shareholders owning a fractional share as described below. Voting rights and other rights and preferences of the holders of our common stock will not be affected by the Reverse Stock Split (other than as a result of the payment of cash in lieu of fractional shares). For example, a holder of 2%part of the voting process. The other methods by which you may vote are described above.

This year’s shareholders question and answer session will include questions submitted live during the 2023 Annual Meeting. Questions may be submitted during the 2023 Annual Meeting through www.virtualshareholdermeeting.com/MTW2023.

What if technical difficulties are encountered during the 2023 Annual Meeting?

If we experience technical difficulties during the meeting (e.g., a temporary or prolonged power outage), the Chair of our Board of Directors will determine whether the meeting can be promptly reconvened (if the technical difficulty is temporary) or whether the meeting will need to be reconvened on a later day (if the technical difficulty is more prolonged). In any of these situations, we will promptly notify shareholders of the outstandingdecision via www.virtualshareholdermeeting.com/MTW2023.

If you encounter technical difficulties accessing our meeting or during the meeting, a support line will be available on the login page of the virtual meeting website.

Proxies

A proxy may be revoked at any time before it is exercised by filing a written notice of revocation with the Secretary of the Company, by delivering a duly executed proxy bearing a later date, or by voting by virtual presence online at the 2023 Annual Meeting. Attendance by virtual presence online at the 2023 Annual Meeting will not in itself constitute revocation of a proxy. The shares represented by all properly executed unrevoked proxies received in time for the 2023 Annual Meeting will be voted as specified on the proxies. Shares held for the accounts of our common stock immediately priorparticipants in The Manitowoc

2

Solicitation and Voting

Company, Inc. 401(k) Retirement Plan (for which the proxies will serve as voting instructions for the shares) will be voted in accordance with the instructions of participants or otherwise in accordance with the terms of that Plan. If no direction is given on a properly executed unrevoked proxy, it will be voted FOR each of the nine director nominees, FOR ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023, FOR approval of the compensation of the Company’s named executive officers, as disclosed in the Compensation Discussion and Analysis and the Executive Compensation sections of this Proxy Statement, and for holding future advisory votes EVERY YEAR to approve the compensation of the Company's named executive officers.

The cost of soliciting proxies will be borne by the Company. Solicitation will be made principally by distribution via mail and the internet pursuant to the Reverse Stock Split would continue to hold 2% (assuming there is no impact as a resultrules of the paymentSecurities and Exchange Commission (“SEC”), but also may be made by email, telephone, facsimile, or other means of cash in lieu of issuing fractional shares)communication by certain directors, executive officers, employees, and agents of the voting power of the outstanding shares of our common stock immediately after such Reverse Stock Split.Company. The number of shareholders of recorddirectors, executive officers, and employees will notreceive no compensation for these proxy solicitation efforts in addition to their regular compensation, but may be affected by the Reverse Stock Split (except to the extent that any shareholder holds only a fractional share interest and receives cashreimbursed for such interest after such Reverse Stock Split).

The principal effects of the Reverse Stock Split and the Authorized Share Reduction will be that:

Effect on Shares

Based on sharecertain information, as of September 26,March 1, 2023, about the Board’s nominees for election at the 2023 Annual Meeting. All nine nominees were recommended to the Board by the Corporate Governance and Sustainability Committee.

Anne E. Bélec, 60, has been a director of the Company since 2019 and serves on the Company's Audit and Compensation Committees. She is a senior executive with over 35 years of experience in sales, marketing, and customer service. She had an extensive career at Ford Motor Company, holding successively senior positions, including Director, Global Marketing, and President and Chief Executive Officer, Volvo Cars N.A., Volvo Cars Corporation. Ms. Bélec subsequently went on to hold several additional senior executive roles in the automotive and recreational products sectors, including Vice President and Chief Marketing Officer of Navistar, Inc. and Senior Vice President, Global Brand, Communications and Parts, Accessories and Clothing at Bombardier Recreational Products, Inc. Ms. Bélec is the co-founder and presently serves as Chief Executive Officer of Mosaic Group, LLC, a firm offering outsourced marketing services for brands in Canada, the United States and globally.

Ms. Bélec's extensive experience in sales and marketing makes her qualified to serve on the Company's Board of Directors.

Robert G. Bohn, 69, has been a director of the Company since 2014 and serves on the Company’s Corporate Governance and Sustainability Committee as Chair and on the Audit Committee. He served as Chief Executive Officer of Oshkosh Corporation, a leading innovator of mission-critical vehicles and equipment, from 1997 until 2010, and as its Chair of the Board from 2000 to 2011. Mr. Bohn joined Oshkosh Corporation in 1992 as Group Vice President, and also served as its President from 1994 to 2007 and as its Chief Operating Officer from 1994 to 1997. Prior to joining Oshkosh Corporation, he held various executive positions with Johnson Controls, Inc. from 1985 to 1992. He also serves as a director of Carlisle Companies Inc. (NYSE:CSL) and Pontem Corporation (NYSE: PNTM).

Mr. Bohn’s extensive experience in growth strategy development and execution, international market development, acquisitions integration, and maximizing operational efficiency make him qualified to serve on the Company’s Board of Directors.

5

Proposal 1 Election of Directors

Anne M. Cooney, 63, has been a director of the Company since 2016 and serves on the Company’s Compensation Committee as Chair and on the Corporate Governance and Sustainability Committee. She served as President, Process Industries and Drives of Siemens Industry, Inc., a division of Siemens AG, a multinational conglomerate primarily engaged in industrial engineering, electronics, energy, healthcare, and infrastructure activities, from 2014 to her retirement in December 2018. Ms. Cooney joined Siemens in 2001 and held a variety of high-level management positions, including serving as Chief Operating Officer, Siemens Healthcare Diagnostics, a division of Siemens AG, from 2011 until 2014, and as President, Drives Technologies of Siemens Industry, Inc. from 2008 until 2011. She previously held various positions with increasing responsibility at General Electric Company and also served as Vice President, Manufacturing of Aladdin Industries, LLC. Ms. Cooney currently serves as a director of Summit Materials, Inc. (NYSE: SUM) and Wesco International, Inc. (NYSE: WCC).

Ms. Cooney brings senior management and operational experience to the Company’s Board of Directors. Her extensive background and leadership experience in various segments of large manufacturing companies make her qualified to serve on the Company’s Board of Directors.

Amy R. Davis, 54, has been a director of the Company since 2021 and serves on the Company’s Audit Committee. She has served as the Vice President and President – New Power Business of Cummins Inc. since July 2020. Ms. Davis previously served as Vice President of the global Filtration business at Cummins from June 2015 until July 2020, and as President of the Cummins Northeast distributor as an owner from 2010 until 2015.

Ms. Davis has extensive management and operational experience in the international operations of large, diversified manufacturers. Her experience in international market development, integration, and maximizing operational efficiency make her qualified to serve on the Company’s Board of Directors.

Kenneth W. Krueger, 66, has been a director of the Company since 2004, currently serves as the Non-Executive Board Chair and served as the interim President and Chief Executive Officer of the Company from October 2015 until March 2016. Mr. Krueger was the Chief Operating Officer from 2006 to 2009 and Executive Vice President from 2005 to 2006 of Bucyrus International, Inc., a global leader in mining equipment manufacturing. Mr. Krueger also was the Sr. Vice President and Chief Financial Officer from 2000 to 2005 of A. O. Smith Corporation, a global manufacturer of water heating and water treatment systems, and Vice President, Finance and Planning, Hydraulics, Semiconductor Equipment, and Specialty Controls Group from 1999 to 2000 of Eaton Corporation. Mr. Krueger also serves as a director of Douglas Dynamics, Inc. (NYSE: PLOW) and Albany International Corporation (NYSE: AIN).

Mr. Krueger has extensive financial, accounting, and operations experience. He has served as a chief financial officer and chief operating officer of publicly-traded companies and has other significant senior management experience. His experience and background in finance and accounting in a publicly-traded manufacturing company bring great focus to the Company’s accounting, auditing, and internal controls. Mr. Krueger’s operations leadership experience in the heavy manufacturing industry, coupled with his experience in accounting and finance, make him a valued adviser as a member of the Company’s Board of Directors and as the current Chair.

Robert W. Malone, 59, has been a director of the Company since 2021 and serves on the Company’s Compensation Committee. He has served as the Vice President and President – Filtration Group of Parker-Hannifin Corporation since December 2014. Mr. Malone joined Parker in 2013 serving as Vice President of Operations for the Filtration Group where he was responsible for five of the group’s divisions and the group sponsor for four of the seven global filtration platforms. Prior to Parker, Mr. Malone served as President and Chief Executive Officer for Purolator Filters with responsibility for the engineering, manufacturing, marketing, and sales of branded and private label filters to North American OEM and aftermarket customers. Prior to Purolator Filters, Mr. Malone held senior leadership positions with ArvinMeritor Light Vehicle Aftermarket and Arvin-Kayaba, LLC.

6

Proposal 1 Election of Directors

Mr. Malone has extensive management and operational experience in the international operations of large, diversified manufacturers. His experience in international market development, integration and maximizing operational efficiency makes him qualified to serve on the Company’s Board of Directors.

C. David Myers, 59, has been a director of the Company since 2016 and serves on the Company’s Audit Committee as Chair and on the Corporate Governance and Sustainability Committee. He retired as President – Building Efficiency of Johnson Controls, Inc., a global diversified technology and industrial company, in 2014 after serving in such role since 2005. Mr. Myers previously served as President and Chief Executive Officer, as well as a director, of York International Corporation, a provider of heating, ventilating, air conditioning, and refrigeration products and services, from 2004 until York was acquired by Johnson Controls in 2005. Prior thereto, he held other positions with increasing responsibility at York, including serving as President, Executive Vice President and Chief Financial Officer. Mr. Myers previously served as a Senior Manager at KPMG LLP. Mr. Myers serves as a director of The Boler Company (operating as Hendrickson International) and First American Funds. Mr. Myers formerly served on the board of Children’s Hospital of Wisconsin.

Mr. Myers brings senior management, cybersecurity expertise, accounting, and financial controls experience to the Company’s Board of Directors. The foundation of Mr. Myers’ financial controls and accounting expertise is from when he served as a senior manager at KPMG and continued through his service as Chief Financial Officer of York. His background and experience in finance, accounting, and senior management in various segments of large manufacturing companies make him qualified to serve on the Company’s Board of Directors.

John C. Pfeifer, 57, has been a director of the Company since 2016 and serves as a member of the Company’s Compensation and Corporate Governance and Sustainability Committees. He has served as the President and Chief Executive Officer for Oshkosh Corporation, a leading innovator of mission-critical vehicles and equipment since April 2, 2021. Mr. Pfeifer previously served as President and Chief Operating Officer for Oshkosh Corporation from May 5, 2020 until April 2, 2021 and as the Executive Vice President and Chief Operating Officer from May 1, 2019 until May 5, 2020, where he was responsible for the company’s business portfolio and played a vital role in shaping strategy. Mr. Pfeifer joined Oshkosh in 2019 after serving 13 years with Brunswick Corporation, most recently he was Senior Vice President of the Brunswick Corporation, and served as President of Mercury Marine, a subsidiary of the Brunswick Corporation, since 2014. Mercury Marine is a multibillion dollar global manufacturer of marine propulsion systems. Mr. Pfeifer previously served as Vice President – Global Operations for Mercury Marine from 2012 until 2014 and as President, Brunswick Marine in EMEA from 2008 until 2012. Prior to joining Brunswick in 2006 as President, Asia Pacific Group, Mr. Pfeifer held various executive level positions with increasing responsibility at ITT Corporation, a diversified manufacturer. Mr. Pfeifer serves as a director of Oshkosh Corporation (NYSE: OSK) and National Exchange Bank & Trust.

Mr. Pfeifer has extensive management and operational experience in the international operations of large, diversified manufacturers. His experience in international market development, integration, and maximizing operational efficiency make him qualified to serve on the Company’s Board of Directors.

Aaron H. Ravenscroft, 44, has served as President and Chief Executive Officer, and has been a director, of the Company since August 2020. Mr. Ravenscroft joined Manitowoc as Executive Vice President of the Mobile Cranes business in March 2016, and in August 2017, he took responsibility for the Tower Cranes business. Prior to joining Manitowoc, Mr. Ravenscroft served as a Regional Managing Director at Weir Group's Mineral division from 2013 to 2016. From 2011 to 2013, he served as President of the Process Flow Control Group at Robbins & Myers. Prior to Robbins & Myers, Mr. Ravenscroft served as Regional Vice President of the Industrial Products Group for Gardner Denver from 2008 to 2011 and assuminga series of positions with increasing responsibility at Wabtec from 2003 to 2008. Mr. Ravenscroft started his career as a sell side stock analyst at Janney Montgomery Scott following capital goods companies from 2000 to 2003.

7

Proposal 1 Election of Directors

In addition to serving as the Company’s President and Chief Executive Officer, Mr. Ravenscroft’s deep industrial expertise qualifies him to serve on the Company’s Board of Directors.

The Board of Directors recommends a vote “FOR” the election of each of the nine above nominees.

8

PROPOSAL 2

RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP

AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2023

The Audit Committee and the Board of Directors have appointed Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023, and ask that the shareholders ratify that appointment. A representative of Deloitte & Touche LLP is expected to be present at the 2023 Annual Meeting to respond to appropriate questions and to make a statement if he or she desires to do so. Although ratification is not required by the Company’s Restated By-laws or otherwise, the Board of Directors is submitting the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023 to its shareholders for ratification as a matter of good corporate practice and because the Board values the input of its shareholders on this matter. As previously described, a majority of the votes cast on the proposal is approved andby the Reverse Stock Split and Authorized Share Reduction are implemented, the numberholders of shares entitled to vote at the 2023 Annual Meeting is required for ratification of common stock authorizedDeloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023.

If the shareholders fail to ratify the appointment of Deloitte & Touche LLP, the Audit Committee will consider it as a direction by shareholders to consider the appointment of a different independent registered public accounting firm. Nevertheless, the Audit Committee will still have the discretion to determine whom to appoint as the Company’s independent registered public accounting firm for the year ending December 31, 2023. Even if the appointment of Deloitte & Touche LLP is ratified, the Audit Committee, in its discretion, may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be reduced from 300,000,000 to 75,000,000, andin the number of shares of common stock issued and outstanding would be reduced from 140,721,479 to 35,180,369.

After the effective datebest interests of the Reverse Stock Split,Company.

The Board of Directors recommends a vote “FOR” the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023.

9

PROPOSAL 3

ADVISORY VOTE TO APPROVE THE COMPENSATION OF THE COMPANY’S
NAMED EXECUTIVE OFFICERS

As explained in detail in the Compensation Discussion and Analysis and Compensation Committee Report sections of this Proxy Statement, through our common stock would have a new committee on uniform securities identification procedures (or CUSIP) number, which is a number usedexecutive compensation program we seek to identifyalign the interests of our common stock.

Our common stock is currently registered underexecutives with the interests of our shareholders and Company performance, as well as to motivate our executives to maximize long-term total returns to our shareholders. In accordance with Section 12(b)14A of the Securities Exchange Act of 1934, (the “Exchange Act”), and we are subjectasking our shareholders to approve, on a non-binding, advisory basis, the compensation of our named executive officers. The Company holds these votes annually. We believe the 2022 actual compensation paid to the periodic reportingnamed executive officers is commensurate with the Company’s 2022 performance and other requirementsis aligned with the interests of our shareholders. Accordingly, we ask your indication of support “FOR” approval of the Exchange Act. The implementationcompensation of the proposed Reverse Stock SplitCompany’s named executive officers as described in this Proxy Statement by voting in favor of the following resolution:

RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.

Although the outcome of this advisory vote is not binding on the Company, the Compensation Committee and the Board of Directors will not affectreview and consider the registrationoutcome of the vote when making future compensation decisions pertaining to the Company’s named executive officers.

In seeking your approval of the compensation of the named executive officers, we direct you to the Compensation Discussion and Analysis section, including its Executive Summary, and the Executive Compensation section.

The Board of Directors recommends a vote “FOR” approval of the compensation of the Company’s named executive officers, as disclosed in the Compensation Discussion and Analysis and the Executive Compensation sections of this Proxy Statement.

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PROPOSAL 4

ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON THE COMPENSATION

OF THE COMPANY'S NAMED EXECUTIVE OFFICERS

In addition to providing shareholders with the opportunity to cast an advisory vote to approve the compensation of our common stock undernamed executive officers, in accordance with Section 14A of the Securities Exchange Act. Our common stock wouldAct of 1934, the Company is asking shareholders to vote, on a non-binding , advisory basis, on whether future advisory votes on the compensation of our named executive officers should be held every one, two or three years. The Company currently holds advisory votes every year to approve named executive officer compensation. After considering the appropriate interval for future advisory votes on the compensation of our named executive officers, the Board is recommending that the Company continue to hold advisory votes every year because it will allow the Company's shareholders to annually express their views on our compensation program. The Company values the annual input provided by its shareholders.

When voting on this advisory vote, shareholders should understand that they are not voting "for" or "against" the Board's recommendation to hold the advisory vote every year. Rather, shareholders have the option to recommend that such advisory vote on the compensation of our named executive officers be listedheld every one, two or three years, or to abstain entirely from voting on the proposal. Please indicate on your proxy card or voting instruction, or by voting online, your preference as to how frequently shareholders will vote on future advisory votes on the compensation of the Company's named executive officers, as either every year (i.e., "1 Year"), every two years or every three years, or you may abstain from voting.

Similar to the advisory vote to approve named executive officer compensation, this proposal is also an advisory vote and is not binding on the Company. However, the Company values the opinions expressed by its shareholders, and will consider the outcome of the advisory votes to approve named executive officer compensation itself and on the frequency of future advisory votes when making decisions on the frequency of future votes.

We intend to hold our next advisory vote on the frequency of future shareholder advisory votes on the compensation of the Company's named executive officers at our annual meeting in 2029.

The Board of Directors recommends a vote for a frequency of "EVERY YEAR" (i.e., "1 Year" on the proxy card or voting instruction) for future shareholder advisory votes on the compensation of the Company's named executive officers.

11

Corporate Governance

CORPORATE GOVERNANCE

Corporate Governance Highlights

BOARD MEMBER REPRESENTATION:

The Company believes that strong corporate governance is critical to achieving long-term shareholder value. We are committed to governance practices and policies that serve the interests of the Company and its shareholders. The following table summarizes certain highlights of our corporate governance practices and policies:

12

Corporate Governance

With the support and oversight of the Board and the Corporate Governance and Sustainability Committee, the Company continues to focus on the Company’s strategy, initiatives, risk opportunities, and related reporting with respect to significant environmental, climate change, health and safety, human rights, and corporate citizenship matters. To learn more about the Company’s sustainability efforts and to access the Company’s Annual Corporate Sustainability Reports go to the Company’s website under “Investors – Environmental & Social” at www.manitowoc.com. 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.

Governance of the Company

Composition and Independence. The Board is currently comprised of nine directors. Under the Company’s Restated By-laws, the number of directors may not be less than seven or more than twelve.

The Board of Directors has determined that the following non-employee directors –Anne E. Bélec, Robert G. Bohn, Anne M. Cooney, Amy R. Davis, Kenneth W. Krueger, Robert W. Malone, C. David Myers, and John C. Pfeifer – do not have any material relationships with the Company, other than serving as directors, and that each is independent as defined in the Company’s Director Independence Criteria and under applicable law and the New York Stock Exchange (the “NYSE”) listing standards. In determining whether a director has a material relationship with the Company, in addition to reviewing applicable laws and NYSE listing standards, the Board has adopted nine Director Independence Criteria which may be viewed on the Company’s website under “Investors – Corporate Governance” at www.manitowoc.com. Any director who meets all of the symbol “MTW” immediately followingnine criteria will be presumed by the Reverse Stock Split.Board to have no material relationship with the Company. In addition to the foregoing, in determining that Ms. Davis, Mr. Malone and Mr. Pfeifer were independent, the Board considered Ms. Davis’ role at Cummins Inc. (“Cummins”), Mr. Malone’s role at Parker-Hannifin Corporation (“Parker”) and Mr. Pfeifer’s role at Oshkosh Corporation (“Oshkosh”). Cummins and Parker are suppliers to the Company and Oshkosh is a customer of the Company, as well as a supplier. Ms. Davis has served as the Vice President and President - New Power Business of Cummins since July 2020 and previously served as Vice President of the global Filtration business at Cummins from June 2015 until July 2020. Mr. Malone has served as the Vice President and President – Filtration Group of Parker since December 2014. Mr. Pfeifer has served as the President and Chief Executive Officer of Oshkosh since April 2, 2021, and previously served as President and Chief Operating Officer of Oshkosh from May 5, 2020 until April 2, 2021 and as the Executive Vice President and Chief Operating Officer of Oshkosh from May 1, 2019 until May 5, 2020. During 2022, the Company continued commercial relationships with Cummins, Parker and Oshkosh, paying Cummins approximately $15 million for goods and services (which represented about 0.06% of Cummins’ net revenues), paying Parker approximately $4.1 million for goods and services (which represented about 0.03% of Parker’s net revenues), paying Oshkosh approximately $0.4 million for goods and services (which represented about 0.005% of Oshkosh’s net revenues), and selling Oshkosh approximately $4.6 million of goods and services (which represented about 0.06% of the Company’s net revenues). All of these transactions were conducted in arms’ length transactions in the normal and ordinary course of the Company’s business and were approved by the Audit Committee.

Effect

Aaron H. Ravenscroft, the Company’s President and Chief Executive Officer, is not an independent director.

Guidelines and Ethics. The Company has adopted Corporate Governance Guidelines to set forth internal Board policies and procedures. The Board of Directors regularly reviews and, if appropriate, revises the Corporate Governance Guidelines and other governance instruments, including the charters of its Audit, Compensation, and Corporate Governance and Sustainability Committees, in accordance with rules of the SEC and the NYSE. The Board of Directors has also adopted a Code of Conduct that includes a Global Ethics Policy that pertains to all employees, including, but not limited to, the Company’s principal executive officer, principal financial officer, principal accounting officer, and controller.

Copies of these documents are available, free of charge, on Preferred Stockthe Company’s website under “Investors – Governance” at www.manitowoc.com. Other

Pursuant13

Corporate Governance

than the text of the Corporate Governance Guidelines, charters of the Audit, Compensation, and Corporate Governance and Sustainability Committees, the Code of Conduct and the Director Independence Criteria, 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.

As set forth in the Corporate Governance Guidelines, all directors are strongly encouraged to our Amendedattend the annual shareholder meeting of the Company. Seven of the nine directors serving at the time attended the 2022 Annual Meeting of Shareholders.

Meetings. During the year ended December 31, 2022, the Board of Directors met five times. All members of the Board attended at least 75 percent of the meetings held by the Board and Restated Articlesthe committees on which they served, except Robert G. Bohn who attended 71 percent due to conflicting schedules. As required by the Company’s Corporate Governance Guidelines, the Board met in executive session at each regular Board meeting during 2022.

Board Leadership Structure. The Board of Incorporation, our authorized capital stock includes 3,500,000 sharesDirectors has determined that the interests of Preferred Stock, par value $0.01 per share. the Company and the Board of Directors are best served at this time by separating the roles of Chair of the Board and Chief Executive Officer of the Company. Among the factors considered by the Board in reaching this conclusion, the Board of Directors believes that it is important for Mr. Ravenscroft to focus solely on his responsibilities as President and Chief Executive Officer of the Company and that a Board member with a long-standing familiarity with the Company should serve as the Chair of the Board of Directors.

The proposed ArticlesNon-Executive Chair of Amendment wouldthe Board is an independent director. The Corporate Governance Guidelines provide that if the Chair of the Board is not impactan independent director, the total authorized numberchairperson of sharesthe Corporate Governance and Sustainability Committee will serve as the lead director. If for any reason the chairperson of preferred stockthe Corporate Governance and Sustainability Committee is unable to perform the lead director role on a temporary basis, he/she will designate the chairperson of either the Compensation Committee or the par valueAudit Committee to assume the role of lead director on an interim basis. When a lead director is in place, the lead director has the following duties and responsibilities: (a) preside at all meetings of the preferred stock.

Reduction in Stated Capital

PursuantBoard of Directors at which the Chair of the Board is not present, including independent director sessions; (b) call independent director sessions; (c) serve as a liaison between the Chair of the Board and the independent directors; (d) review and approve the agendas for Board meetings, including the schedule of meetings; (e) meet with the Chair of the Board and Chief Executive Officer after each Board meeting to provide feedback to the Reverse Stock Split, the par value of Manitowoc common stock will remain $0.01 per share. As a resultChair of the Reverse Stock Split,Board and Chief Executive Officer regarding the Board meeting and any other matters deemed appropriate by the independent directors; and (f) such other duties and responsibilities as the Board of Directors may request from time to time.

Committees. The Company has standing Audit, Compensation, and Corporate Governance and Sustainability Committees of the Board of Directors, currently comprised of only independent directors as follows:

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Corporate Governance

Risk Oversight

The Board of Directors is responsible for the oversight of risk across the entire Company. This responsibility is administered more directly through the Audit Committee of the Board of Directors. As set forth in the Audit Committee Charter, one of the responsibilities of the Audit Committee is to assist the Board of Directors in fulfilling its role in the oversight of risk across the organization and the management and/or mitigation of those risks. On a regular basis in its committee meetings, the Audit Committee specifically reviews risks identified by management that could have a material adverse effect on the business, financial condition, or results of operations of the Company. Additionally, the Audit Committee works to identify the Company’s material risks and risk factors through regular meetings and discussions with senior management, the director of internal audit, and the Company’s independent auditors. Management reviews with the Audit Committee the Company’s enterprise risk management process to identify enterprise risks and mitigating strategies related to each of the Company's key business areas (i.e., market, financial, operational, reputation, competition, legal and regulatory, environmental, health and safety, product liability, public reporting, information systems, cybersecurity, employment and labor, and strategic planning) and the steps management has taken to monitor and control such risks. Appropriate members of the executive leadership team and management are responsible for management of the various risks related to each of the Company’s key business areas. During 2022, the Board of Directors and its committees also reviewed and discussed with management macroeconomic conditions, including inflation, rising interest rates and recessionary concerns, as well as ongoing global supply chain constraints, labor availability and cost pressures, logistical challenges, the COVID-19 pandemic and geopolitical events, and management's strategies and initiatives to respond to, and mitigate, any adverse impacts. The Board of Directors also receives regular updates regarding information technology and cybersecurity risks, including the controls implemented to mitigate these risks, the results of cybersecurity exercises and response readiness assessments. The Board of Directors also received a briefing on global developments in cybersecurity threats to enhance their literacy on cyber issues.

Succession Planning

Succession planning and leadership development are key priorities for the Board of Directors and management. The Board of Directors regularly reviews the Company’s succession planning activities in support of its business strategy, which includes a detailed discussion of the Company’s development programs, leadership bench, and succession plans with a focus on key positions at the Effective Time,senior executive level and other critical roles. The Board of Directors also has regular and direct exposure to potential future leaders at the stated capital on Manitowoc’s balance sheet

attributableTransactions with Related Persons

The Board of Directors has adopted written policies and procedures regarding the review, approval, and ratification of related party transactions. For purposes of these policies and procedures:

15

Corporate Governance

Disclosure to the Reverse Stock Split, subjectAudit Committee is required to a minor adjustment in respect of the treatment of fractional shares, and the additionalpaid-in capital account will be credited with the amount by which the stated capital is reduced. Our shareholders’ equity, in the aggregate, will remain unchanged.

Shares Held in Book-Entry and Through a Broker, Bankmade before, if possible, or Other Holder of Record

The combination of, and reduction in, the number of our outstanding shares of common stock as a result of the Reverse Stock Split will occur automatically at the Effective Time without any additional action on the part of our shareholders.

Upon the Reverse Stock Split, we intend to treat shareholders holding shares of Manitowoc common stock in “street name” (that is, through a broker, bank or other holder of record) in the same manner as registered shareholders whose shares of Manitowoc common stock are registered in their names. Brokers, banks or other holders of record will be instructed to effect the reverse stock split for their beneficial holders holding shares of our common stock in “street name”; however, these brokers, banks or other holders of record may apply their own specific procedures for processing the Reverse Stock Split. If you hold your shares of Manitowoc common stock with a broker, bank or other holder of record, and you have any questions in this regard, we encourage you to contact your holder of record.

If you hold registered shares of our common stock only in book-entry form, you do not need to take any action to receive your post-Reverse Stock Split shares of our common stock in registered book-entry form or your cash payment in lieu of fractional shares, if applicable. In such circumstances, a transaction statement will automatically be sent to your address of record as soon as practicable after the Effective Time indicating the number of shares of our common stock you hold. In addition, if you are entitled to a payment of cashrelated person transaction is affected, but in lieu of fractional shares, a check will be mailed to you at your registered addressany event as soon as practicable after the Effective Time. By signingexecutive officer, director or nominee for director becomes aware of the transaction or of a material change to such a transaction. Under the policy, the Audit Committee’s decision to approve or ratify a related person transaction is to be based on the Audit Committee’s determination that consummation of the transaction is in, or was not contrary to, the best interests of the Company. There were no related person transactions during 2022.

Corporate Governance and cashing this check, you will warrantSustainability Committee

The Corporate Governance and Sustainability Committee is also the Company’s nominating committee. The purpose of the Corporate Governance and Sustainability Committee is to assist the Board in its corporate governance responsibilities, including to identify individuals qualified to become Board members, to recommend to the Board for the Board’s selection director nominees and to recommend to the Board the corporate governance principles and guidelines.

The Corporate Governance and Sustainability Committee's role and responsibilities also include the following:

All members of the Corporate Governance and Sustainability Committee are independent as defined in the Company's Director Independence Criteria, applicable law, and the corporate governance listing standards of the NYSE.

The Corporate Governance and Sustainability Committee met four times during 2022.

Audit Committee

The Audit Committee's role and responsibilities include the following:

16

Corporate Governance

All members of the Audit Committee are “independent,” as defined in the Company’s Director Independence Criteria, the Audit Committee Charter, applicable law, and the corporate governance listing standards of the NYSE relating to audit committees. The Board has determined that all members of the Audit Committee are financially literate and that Messrs. Myers and Bohn are “audit committee financial experts,” as defined in the Company’s Audit Committee Charter and in the SEC regulations.

The Audit Committee met eight times during 2022. For further information, see the Audit Committee Report below.

Compensation Committee

The Compensation Committee assists the Board of Directors in fulfilling its responsibility to achieve the Company’s purpose of maximizing the long-term total return to shareholders by ensuring that executive officers, directors, and employees are compensated in accordance with the Company’s philosophy, objectives, and policies.

The Compensation Committee's role and responsibilities include the following:

All members of the Compensation Committee are “independent” as defined in the Company’s Director Independence Criteria, the Compensation Committee Charter, applicable law and the corporate governance listing standards of the NYSE relating to compensation committees. The Compensation Committee is primarily responsible for administering the Company’s executive compensation program. As such, the Compensation Committee reviews and approves all elements of the executive compensation program that cover the executive officers. Management is responsible for making recommendations to the Compensation Committee (except with respect to compensation paid to the Chief Executive Officer) and effectively implementing the executive compensation program, as established by the Compensation Committee. To assist the Compensation Committee with its responsibilities regarding the executive compensation program, the Compensation Committee currently retains Willis Towers Watson as its independent compensation consultant. The Compensation Committee considered the factors set forth in the Compensation Committee Charter and in applicable SEC and NYSE rules regarding independence, and does not believe that its retention of Willis Towers Watson has given rise to any conflict of interest.

The Compensation Committee met six times during 2022. For further information, see the Compensation Discussion and Analysis and the Compensation Committee Report below.

17

SHAREHOLDER ENGAGEMENT

The Company believes that meaningful corporate governance should include regular conversations between our management and our shareholders. Our management team frequently meets with shareholders for conversations on a cash payment. See “Fractional Shares.”variety of topics, including but not limited to Company strategic growth initiatives, business performance, compensation, and environmental, social, and governance issues. In addition, the Company solicits input from our investment community to better understand their perception of the Company’s performance and strategy. In 2022, our management team held discussions with several top shareholders to garner their input on governance matters and practices. The Company collects the feedback from these sessions and presents it to the Board for its consideration. The Board values an active and transparent investor relations program as it believes that shareholder input strengthens its role as an informed and engaged fiduciary.

If you hold any

2022 Engagement Summary

The Company is actively engaged with shareholders throughout the year where management from various departments meet with shareholders regularly to discuss a variety of your sharestopics. Highlights of our common stock2022 shareholder outreach are as follows:

The Board considers feedback from these conversations during its deliberations, and the Company regularly reviews and adjusts applicable corporate governance structure and executive compensation policies and practices in response to comments from our transfer agentshareholders.

18

Shareholder Engagement

As we continue our efforts to build and strengthen our relationships with shareholders, we encourage you to contact us via:

Nominations of Directors

The Corporate Governance and Sustainability Committee has adopted the following policies and procedures regarding consideration of candidates for the Board.

Consideration of Candidates for the Board of Directors Submitted by Shareholders. Pursuant to the Company’s Restated By-laws and the Corporate Governance and Sustainability Committee Charter, the Corporate Governance and Sustainability Committee will only review recommendations for director nominees from any shareholder beneficially owning, or group of shareholders beneficially owning in the aggregate, at least 5% of the issued and outstanding Common Stock of the Company for at least one year as soonof the date that the recommendation was made (a “Qualified Shareholder”). Any Qualified Shareholder must submit its recommendation no later than 120 calendar days before the date of the Company’s Proxy Statement is released to the shareholders in connection with the previous year’s annual meeting for the recommendation to be considered by the Corporate Governance and Sustainability Committee. Any recommendation must be submitted in accordance with the policy in the Corporate Governance Guidelines captioned “Communications to the Board of Directors” (which is also described below). In considering any timely-submitted recommendation from a Qualified Shareholder, the Corporate Governance and Sustainability Committee shall have sole discretion as practicable afterto whether to nominate the Effective Time. individual recommended by the Qualified Shareholder, except that in no event shall a candidate recommended by a Qualified Shareholder who is not “independent” as defined in the Company’s Director Independence Criteria and who does not meet the minimum expectations for a director set forth in the Company’s Corporate Governance Guidelines be recommended for nomination by the Corporate Governance and Sustainability Committee.

The transmittal letterCorporate Governance and Sustainability Committee did not receive, prior to the deadline noted above, any recommendations for director nominees from any Qualified Shareholder.

Consideration of Candidates for the Board of Directors who are Incumbent Directors. Prior to the expiration of the term of a director desiring to stand for re-election, the Corporate Governance and Sustainability Committee will evaluate the performance and suitability of the particular director. The evaluation may include the opportunity for other sitting directors to provide input to the Corporate Governance and Sustainability Committee or its chairperson and may include an interview of the director being evaluated. If the director being evaluated is the chairperson of the Corporate Governance and Sustainability Committee, another Corporate Governance and Sustainability Committee member will be accompaniedappointed by instructions specifying how you can deliver your certificate representingpre-Reverse Stock Split sharesthe Corporate Governance and Sustainability Committee to lead the evaluation. The Corporate Governance and Sustainability Committee will make a recommendation to the Board for the Board’s final decision on each director seeking re-election.

Consideration of Candidates for the Board of Directors who are Non-Incumbent Directors. In the event of a vacancy in the Board of Directors, the Corporate Governance and Sustainability Committee will manage the process of searching for a suitable director. The Corporate Governance and Sustainability Committee will be free to use its judgment in structuring and carrying out the search process based on the Corporate Governance Committee’s and the Board’s perception as to what qualifications would best suit the Board’s needs for each particular vacancy. The process may include the consideration of candidates recommended by executive officers, Board members, shareholders and/or a third-party professional search firm retained by the Corporate Governance and Sustainability Committee. The Corporate Governance and Sustainability Committee has sole authority to retain (including to determine the fees and other retention terms) and terminate any third-party to be used to identify director candidates and/or

19

Shareholder Engagement

evaluate any director candidates. Any candidate should meet the expectations for directors set forth in the Company’s Corporate Governance Guidelines. Strong preference should be given to candidates who are “independent,” as that term is defined in the Company’s Director Independence Criteria and the NYSE rules, and to candidates who are sitting or former executives of companies whose securities are listed on a national securities exchange and registered pursuant to the Securities Exchange Act of 1934. The Corporate Governance and Sustainability Committee is not required to consider candidates recommended by a shareholder except as set forth in the section captioned “Consideration of Candidates for the Board of Directors Submitted by Shareholders” set forth above. If the Corporate Governance and Sustainability Committee determines to consider a candidate recommended by a shareholder, the Committee will be free to use its discretion and judgment as to what deference will be given in considering any such candidate.

Director Qualifications and Diversity. The Board of Directors appreciates the value that comes from diverse representation. In identifying candidates for the Board of Directors, the Corporate Governance and Sustainability Committee considers foremost the qualifications and experience that the Corporate Governance and Sustainability Committee believes would best suit the Board’s needs created by each particular vacancy. As part of the process, the Corporate Governance and Sustainability Committee and the Board endeavor to have a Board comprised of individuals with diverse backgrounds, viewpoints, and life and professional experiences, provided such individuals should all have a high level of management and/or financial experience and expertise. Pursuant to the Company’s Corporate Governance Guidelines, the Corporate Governance and Sustainability Committee should consider diversity of viewpoints, backgrounds, experiences, expertise, and skill sets, including diversity of age, gender identity, nationality, race, and ethnicity when identifying and recommending to the Board qualified candidates for Board membership. In this process, the Board of Directors and the Corporate Governance and Sustainability Committee do not discriminate against any candidate on the basis of race, color, national origin, gender, religion, disability, sexual orientation, or gender identity.

Communications to the Board of Directors

As set forth in the Company’s Corporate Governance Guidelines, any shareholder or interested party may communicate with the Board of Directors in accordance with the following process. If an interested party desires to communicate with the Board of Directors or any member of the Board of Directors, the interested party may send such communication in writing to the Company to the attention of our common stock soSecretary. Such communication must include the following information in order to be considered for forwarding to the Board of Directors or the applicable director:

20

Shareholder Engagement

Any communication that the Company’s Secretary determines, in his or her discretion, to be or to contain any paymentlanguage that is offensive or to be dangerous, harmful, illegal, illegible, not understandable, or nonsensical, may, at the option of cash in lieu of fractional sharessuch person, not be forwarded to which you are entitled. If you arethe Board or any particular director. Any communication from an interested party shall not be entitled to confidential treatment and may be disclosed by the Company or by any Board member as the Company or the Board member sees fit. Neither the Company nor the Board, nor any Board member, shall be obligated to send any reply or response to the interested party, except to indicate to the interested party (but only if the interested party specifically requested such an indication) whether or not the interested party’s communication was forwarded to the Board or the applicable Board member.

21

Audit Committee Report

AUDIT COMMITTEE REPORT

In connection with its function to oversee and monitor the financial reporting process of the Company, the Audit Committee has done the following:

Based on the foregoing, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

Independent Registered Public Accounting Firm

PwC acted as the independent registered public accounting firm for the Company in the year ending December 31, 2022. A representative of PwC is expected to be present at the 2023 Annual Meeting to respond to appropriate questions.

As discussed below, in accordance with the recommendation of the Audit Committee, and at the direction of the Board of Directors, the Company appointed Deloitte & Touche LLP ("Deloitte") as its independent registered public accounting firm for the year ending December 31, 2023. As set forth in this Proxy Statement, the appointment of Deloitte is being submitted to the shareholders for ratification at the 2023 Annual Meeting. A representative of Deloitte is expected to be present at the 2023 Annual Meeting to respond to appropriate questions and to make a payment of cash in lieu of fractional shares, payment will be made as described under “Fractional Shares” above.

Shareholders should not destroy any share certificate(s) and should not submit any share certificate(s) until requestedstatement if he or she desires to do so.

InterestFees billed or expected to be billed by PwC for each of Certain Persons in Matters on Which Action will be Taken

No officer or director has any substantial interest, direct or indirect, by security holdings or otherwise,the last two years are listed in the Reverse Stock Split orfollowing table:

Audit fees include fees for services performed to comply with the Authorized Share Reduction that is not shared by all of our other shareholders.

Reservation of Right to Delay the Filingstandards of the ArticlesPublic Company Accounting Oversight Board (United States), including the recurring audit of Amendmentthe Company’s consolidated financial statements. This category also includes fees for audits provided in connection with statutory filings or Abandonservices that generally only the Reverse Stock Splitprincipal auditor reasonably can provide to a client, such as procedures related to consents and assistance with a review of documents filed with the Authorized Share ReductionSEC.

Manitowoc reservesAudit related fees include fees for other audit and attest services, services provided in connection with certain agreed-upon procedures and other attestation reports, financial accounting, reporting and compliance matters, benefit plan audits, and risk and control reviews.

Tax fees primarily include fees associated with tax compliance, tax consulting, and domestic and international tax planning.

22

Audit Committee Report

All other fees primarily include fees associated with an accounting research tool.

The Company’s Audit Committee Charter requires that the rightAudit Committee pre-approve all non-audit services to delaybe performed by the Company’s independent registered public accounting firm. All services performed by PwC that are encompassed in the audit related fees, tax fees, and all other fees were approved by the Audit Committee in advance in accordance with the pre-approval policy set forth in the Audit Committee Charter.

Previous Independent Registered Public Accounting Firm

On August 31, 2022, PwC was notified on behalf of the Audit Committee of the Board of Directors that it was dismissed as the Company's independent registered public accounting firm effective upon completion by PwC of its procedures on the financial statements of the Company as of and for the year ending December 31, 2022 and the filing of the Articlesrelated Form 10-K.

The reports of AmendmentPwC on the Company's consolidated financial statements as of and for the years ended December 31, 2021 and 2020 did not contain an adverse opinion or abandona disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles.

During the Reverse Stock SplitCompany's two most recent years ended December 31, 2021 and December 31, 2020 and in the subsequent interim period through August 31, 2022, there were no "disagreements" (as that term is described in Item 304(a)(1)(iv) of Regulation S-K and the Authorized Share Reduction atrelated instructions) with PwC on any time beforematter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which, disagreements if not resolved to the Effective Time, even ifsatisfaction of PwC, would have caused PwC to make reference to the amendment to our

Amendedsubject matter of such disagreement in connection with its reports on the financial statements for such periods. In addition, during the Company's two most recent years and Restated Articlesin the subsequent interim period through August 31, 2022, there were no "reportable events" (as that term is defined in Item 304(a)(1)(v) of Incorporation to effect the Reverse Stock SplitRegulation S-K and the Authorized Share Reduction has been approved by shareholders atrelated instructions).

New Independent Registered Public Accounting Firm

On August 31, 2022, the special meeting. By voting in favorAudit Committee of the amendmentBoard of Directors appointed Deloitte as the Company's independent registered public accounting firm to our Amended and Restated Articles of Incorporation to effectaudit the Reverse Stock Split and the Authorized Share Reduction, you are also expressly authorizing the Board to delay, untilCompany's consolidated financial statements for its year ending December 31, 2017, or abandon2023, subject to completion of Deloitte's standard client acceptance procedures and execution of an engagement letter. Such client acceptance procedures were subsequently completed and an engagement letter was executed.

During the Reverse Stock SplitCompany's two most recent years ended December 31, 2021 and the Authorized Share Reduction if the Board determines that such action isDecember 31, 2020 and in the best interestssubsequent interim period through August 31, 2022, neither the Company nor anyone on its behalf consulted Deloitte regarding either: (i) the application of Manitowocaccounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements, and our shareholders.

Vote Required

Under Wisconsin law,neither a written report was provided to the amendmentCompany or oral advice was provided that Deloitte concluded was an important factor considered by the Company in reaching a decision as to our Amended and Restated Articles of Incorporation to effect the Reverse Stock Split andaccounting, auditing or financial reporting issue; or (ii) any matter that was either the Authorized Share Reduction will be approved iftwo-thirds of the outstanding shares of Manitowoc’s common stock are cast in favor of the amendment. Abstentions will have the effectsubject of a vote against approval of the amendment to our Amended and Restated Articles of Incorporation to effect the Reverse Stock Split and the Authorized Share Reduction.

The Board recommends that you voteFOR the adoption and approval of the amendment to our Amended and Restated Articles of Incorporation to effect the Reverse Stock Split and the Authorized Share Reduction.

No Dissenters’ Rights

Under Wisconsin law and the Amended and Restated Articles of Incorporation, shareholders have no rights to exercise dissenters’ rights with respect to the amendment to our Amended and Restated Articles of Incorporation to effect the Reverse Stock Split and the Authorized Share Reduction.

Material U.S. Federal Income Tax Consequences of the Reverse Stock Split

The following discussion is a summary of material U.S. federal income tax consequences of the Reverse Stock Split to U.S. Holders"disagreement" or "reportable event" (as these terms are defined below). This summary is based upon the Internal Revenue Code of 1986, as amended (the “Code”), Treasury regulations, rulings of the Internal Revenue Service (“IRS”), and judicial decisions in existence on the date hereof, all of which are subject to change. Any such change could apply retroactively and could adversely affect the tax consequences described below. No assurance can be given that the IRS will agree with the consequencesor described in this summary, or that a court will not sustain any challenge by the IRS in the eventItem 304(a)(1)(iv) and Item 304(a)(1)(v) of litigation. No advance tax ruling has been sought or obtained from the IRS regarding the tax consequences of the transactions described herein.Regulation S-K, respectively).

For purposes of this summary, a “U.S. Holder” is a beneficial owner of shares of our common stock that is (a) an individual who is a citizen of the United States or who is resident in the United States for U.S. federal income tax purposes, (b) an entity that is classified for U.S. federal income tax purposes as a corporation and that is organized under the laws of the United States, any state thereof, or the District of Columbia, or is otherwise treated for U.S. federal income tax purposes as a domestic corporation, (c) an estate the income of which is subject to U.S. federal income taxation regardless of its source, or (d) a trust (i) whose administration is subject to the primary supervision of a court within the United States and all substantial decisions of which are subject to the control of one or more United States persons as described in Section 7701(a)(30) of the Code (“United States persons”), or (ii) that has a valid election in effect under applicable Treasury regulations to be treated as a United States person.

If an entity classified for U.S. federal income tax purposes as a partnership or as an entity disregarded from its owner owns shares of our common stock, the tax treatment of a member of the entity will depend on the status of the member and the activities of the entity. The tax treatment of such an entity, and the tax treatment of any member of such an entity, are not addressed in this summary. Any entity that is classified for U.S. federal income tax purposes as a partnership or as an entity disregarded from its owner and that owns shares of our common stock, and any members of such an entity, are encouraged to consult their tax advisors.23

This summary does not discuss all U.S. federal income tax considerations that may be relevant to U.S. Holders in light of their particular circumstances or that may be relevant to certain beneficial owners that may be subject to special treatment under U.S. federal income tax law (for example,tax-exempt organizations, insurance companies, banks and other financial institutions, dealers in securities, traders in securities that elect to use amark-to-market method of accounting, real estate investment trusts, regulated investment companies, individual retirement accounts, qualified pension plans, persons who hold shares of our common stock as part of a straddle, hedging, constructive sale, conversion, or other integrated transaction, and persons who acquired shares of our common stock as a result of the exercise of employee stock options or otherwise as compensation or through atax-qualified retirement plan). Furthermore, this summary does not discuss any alternative minimum tax consequences, and does not address any aspects of U.S. state or local taxation. This summary only applies to those beneficial owners that hold shares of our common stock as “capital assets” within the meaning of the Code.OWNERSHIP OF SECURITIES

BENEFICIAL OWNERS OF SHARES OF OUR COMMON STOCK ARE ENCOURAGED TO SEEK ADVICE FROM THEIR OWN TAX ADVISORS REGARDING THE TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT.

We intend to take the position that the Reverse Stock Split constitutes a recapitalization for U.S. federal income tax purposes. Assuming the Reverse Stock Split qualifies as a recapitalization:

SHARE OWNERSHIP

Stock Ownership of Beneficial Owners of More than Five Percent

The following table sets forth information regarding the beneficial ownership of each person or entity known by the Company to have beneficial ownership of more than 5% of the Company’s outstanding common stock.Common Stock.

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Ownership of Securities

(4)

This information is based solely on a Schedule 13G filed with the SEC by Southpoint Master Fund, LP and its affiliates on May 4, 2017. Each of Southpoint Master Fund, LP, Southpoint Capital Advisors LP, Southpoint Capital Advisors LLC, Southpoint GP, LP, Southpoint GP, LLC and John S. Clark II reported that it or he may be deemed to have shared voting power with respect to 7,069,000 shares and shared dispositive power with respect to 7,069,000 shares as of April 25, 2017.

Stock Ownership of Directors and Management

The following table sets forth information regarding the beneficial ownership of Common Stock by each current director and director nominee of the Company, by each current and former executive officer of the Company named in the Summary Compensation Table below, and by the current directors and executive officers of the Company as a group. Unless otherwise indicated, the information is provided as of July 31, 2017.the Record Date (i.e., March 1, 2023). Each of the persons listed below is the beneficial owner of less than 1% of the outstanding shares of Common Stock, and the current executive officers and directors as a group own approximately 3%2% of the outstanding shares of Common Stock. The table also reflects for each person the number of Common Stock units associated with compensation deferred under the Company’s Deferred Compensation Plan. None of the persons named below has pledged any of his/her shares as security.

(1) Unless otherwise noted, the specified persons have sole voting power and sole dispositive power as to the indicated shares.

(2) The Company has the sole right to vote all shares of Common Stock underlying the Common Stock units held in the Deferred Compensation Plan Trust. The independent trustee of the Trust has dispositive power as to such shares.

(3) Messrs. Antoniuk and Doerr are former executive officers of the Company. Includes 137,109 and 0 shares, respectively, that Messrs. Antoniuk and Doerr have the right to acquire pursuant to the Company’s 2013 Omnibus Incentive Plan within sixty days following the record date for the 2023 Annual Meeting and Mr. Antoniuk’s shares also include 14,500 shares held by the David and Nancy Antoniuk JT/WROS.

(4) Includes 26,277 shares that Mr. Middleton has the right to acquire pursuant to the Company’s 2013 Omnibus Incentive Plan within sixty days following the record date for the 2023 Annual Meeting.

(5) Includes 3,473 shares that Ms. Peterson has the right to acquire pursuant to the Company’s 2013 Omnibus Incentive Plan within sixty days following the record date for the 2023 Annual Meeting.

(6) Includes 124,028 shares that Mr. Ravenscroft has the right to acquire pursuant to the Company’s 2013 Omnibus Incentive Plan within sixty days following the record date for the 2023 Annual Meeting.

(7) Includes 4,172 shares that Mr. Regan has the right to acquire pursuant to the Company’s 2013 Omnibus Incentive Plan within sixty days following the record date for the 2023 Annual Meeting.

(8) Includes 157,950 shares that the Company’s executive officers have the right to acquire pursuant to the Company’s 2013 Omnibus Incentive Plan within sixty days following the record date for the 2023 Annual Meeting.

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NON-EMPLOYEE DIRECTOR COMPENSATION

The annual compensation package for non-employee directors is designed to attract and retain highly experienced and qualified individuals to serve on the Company’s Board of Directors. It is also intended to be competitive relative to general industrial companies of comparable size to the Company. The Compensation Committee typically reviews the market competitiveness of the non-employee director compensation program every two years with the assistance of an outside consulting firm.

The 2022 compensation package for non-employee directors consisted of cash (annual retainers) and equity (stock) awards. No meeting fees were paid to non-employee directors in 2022. Directors are also entitled to reimbursement of their reasonable out-of-pocket expenses in connection with their travel to and from Board and committee meetings and other Company events. An individual director’s actual annual compensation will vary based on committee memberships and committee chair responsibilities.

A significant portion of the target annual compensation package is delivered in the form of equity, which is designed to promote a strong alignment of interests between the Company’s non-employee directors and its shareholders. In 2022, the equity award, consisting of a stock grant, was set based on the guideline value of $125,000. The number of shares granted were based on a 20-day average of the closing stock price from the grant date on February 18, 2022 (which was the date of the Board meeting). The accounting expense was based on the closing stock price as of the date of grant.

Equity awards made in 2022 to non-employee directors were granted under the Company’s 2013 Omnibus Incentive Plan. The Compensation Committee may, in its discretion, grant awards from time-to-time in such amounts as it determines and to such non-employee directors as it selects.

The following table summarizes the 2022 compensation elements provided to the Company’s non-employee directors:

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Non-Employee Director Compensation

Non-Employee Directors’ Compensation

The following table sets forth the total compensation earned by non-employee directors during the year ended December 31, 2022.

Stock Ownership Guidelines for Non-Employee Directors

The Company’s corporate governance guidelines contain stock ownership guidelines for non-employee directors. The guidelines provide that each non-employee director should acquire and hold stock of the Company with a value equal to five times the non-employee director’s total annual cash retainer (excluding any additional retainer for committee memberships or chairpersonships, lead director or chairperson of the Board roles) with the compliance measured annually at the first Board meeting in a given year (a) commencing with the later of the first Board meeting in the sixth full calendar year after the director is first elected as a member of the Board, or (b) December 31, 2019, based on each director’s stock ownership and the stock price as of the close of business on the last day of the preceding calendar year. For purposes of the foregoing stock ownership requirement, restricted stock will be included but unexercised options will not be included. If a director has not met the stock ownership requirement as of the end of a given calendar year (a) commencing as of the later of the end of the fifth calendar year after the director is first elected as a member of the Board, or (b) December 31, 2019, then the director must acquire shares during the subsequent calendar year equal in value to at least 50% of the total annual retainer paid or payable to the director during such subsequent calendar year, determined after tax. As of December 31, 2022, the non-employee directors were in compliance or projected to be in compliance (as applicable) with the stock ownership guidelines.

Deferred Compensation Plan

Under the Company’s Deferred Compensation Plan, each non-employee director may elect to defer all or any part of his or her annual retainer, or equity grant, for future payment upon death, disability, termination of service as a director, a date specified by the Director, or the earlier of any such date to occur. A director may use the Deferred Compensation Plan as a means of achieving the stock ownership guidelines applicable to the director by electing to defer a portion of his or her compensation under the Company’s Deferred Compensation Plan and investing in the Company’s stock.

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COMPENSATION DISCUSSION AND ANALYSIS

Introduction

The compensation discussion and analysis below, which should be read together with the compensation tables that follow in this Proxy Statement, is designed to assist shareholders with understanding the objectives of our executive compensation program, the different components of compensation paid and the basis for our compensation decisions. This discussion focuses on the compensation of the Named Executive Officers ("NEO") who are listed in the Summary Compensation Table in this Proxy Statement and who are listed below:

During 2022, two NEOs voluntarily departed from the Company and the Chief Financial Officer role transitioned in accordance with the Company's robust succession planning process. Mr. David J. Antoniuk moved from the position of Executive Vice President and Chief Financial Officer to Special Advisor to the Chief Executive Officer effective May 2, 2022, and subsequently retired from this role effective January 2, 2023. As part of the Company's long-term succession planning process, the Board appointed Mr. Regan as Executive Vice President and Chief Financial Officer taking over from Mr. Antoniuk. The effective date of the transition was May 2, 2022. Mr. Regan has been employed by the Company since November 2018 previously serving as Vice President, Corporate Controller and Principal Accounting Officer.

Mr. Doerr served in the positions of Executive Vice President, General Counsel and Secretary until he resigned effective May 26, 2022. Following the departure of Mr. Doerr, the Board appointed Jennifer L. Peterson as Executive Vice President, General Counsel and Secretary effective August 2, 2022. Ms. Peterson joined the Company in January 2018 and served previously as Interim General Counsel and Assistant Secretary, Vice President and Associate General Counsel, and Associate General Counsel - Litigation and Product Safety.

The Company has a robust succession planning and talent management program which mitigates risks posed by the departure and retirement of key individuals.

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Compensation Discussion and Analysis

I. PAY FOR PERFORMANCE

An essential part of the Company’s compensation programs involves continuing to align pay outcomes with financial performance, safety, and the performance of its stock. The Compensation Committee establishes meaningful goals for performance-based compensation, including performance measures, measure weighting and thresholds, targets, and maximums for its short-term and long-term incentive plan compensation. The Company set targets based on its operating and strategic plans, which are intended to drive shareholder value.

2022 short-term incentive plan (“STIP”).The 2022 STIP was focused on two quantifiable performance measures: Adjusted EBITDA and Net Working Capital as a percentage of sales, as well as an environmental, social, and governance (“ESG”) measure focused on driving performance in Environmental Sustainability, Workplace Safety and Gender Diversity with a weighting of 50%, 30%, and 20%, respectively. These performance measures focus the Company’s executives on improving annual operating performance while driving our ESG initiatives. The business performance generated a slightly above target payout under the 2022 STIP of 102.3%.

The Company believes the inclusion of an ESG metric aligns with the importance of reducing our environmental impact, improving employee safety and wellbeing, and enhancing our gender diversity within the organization. The achievement of the ESG measure is decided by the Compensation Committee, using performance data presented during committee meetings relative to preestablished goals to ascertain the level of achievement. The progress for achievement of these goals is reviewed on a quarterly basis and a final performance and a final percentage payout is agreed on by the Compensation Committee.

While the 2022 STIP performance was below target for Adjusted EBITDA and Net Working Capital as a percentage of sales, performance on the ESG metric was above target, resulting in an earned payout of 102.3% of target. The Company achieved Adjusted EBITDA of $143.1 million (target of $145.0 million), Net Working Capital as a percentage of sales of 21.2% (target of 21%), and the Compensation Committee determined achievement of the ESG goals was at 125% of target.

The Company uses Adjusted EBITDA and Net Working Capital as a percentage of sales, which are financial measures that are not prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), as metrics to evaluate the Company’s performance. The Company defines Adjusted EBITDA as net income (loss) before interest, income taxes, depreciation and amortization plus the addback of certain restructuring and other charges. Net Working Capital as a percentage of sales is defined as net accounts receivable, plus net inventory, less accounts payable and accrued expenses divided by net sales. The Company believes these non-GAAP measures provide important supplemental information to shareholders regarding business trends that can be used in evaluating its results of operations because these financial measures provide a consistent method of comparing financial performance and are commonly used by investors to assess performance. These non-GAAP financial measures should be considered together with, and are not substitutes for, the GAAP financial information.

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Compensation Discussion and Analysis

2020-2022 Long-Term Awards. The long-term performance share awards granted in 2020 as part of our 2020 long-term incentive plan were based on a three-year average of the Company's Adjusted EBITDA Percent (Adjusted EBITDA Percent is defined as Adjusted EBITDA divided by Net Sales) from 2020 to 2022 with a +/- 20% modifier based on our Total Shareholder Return ("TSR") compared to companies in the S&P SmallCap 600 Industrials Index, excluding Commercial Services and Professional Services companies. For the 2020 LTIP grants which were paid out in 2022, the Company had a three-year average Adjusted EBITDA Percent of 6.51% which equated to an achievement of 44.13% (See Annex A), 51 basis points above its threshold and 149 basis points below its target goal. For the three-year performance period, the Company achieved a relative TSR of 10.7% which was below the 25th percentile of the selected peer group resulting in a -20% modifier to the three-year average Adjusted EBITDA Percent achievement. This resulted in a final payout of the 2020 long-term performance share awards of 35.9% of target.

The 2021 acquisitions of Aspen Equipment Company and the crane business of H&E Equipment Services, Inc. were included in the achievement used to determine the Company's 2020 long-term performance share payout. The Company elected to include the impact of the acquisitions in the 2020 long-term performance share achievement as the Company's long-term strategy includes growth through acquisitions.

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Compensation Discussion and Analysis

The performance-based structure of the Company’s executive compensation program and its volatile stock performance have impacted equity payouts and the realized equity value for its executives, commensurate with returns to shareholders. The average level of performance share awards (“PSUs”) the Company’s NEOs earned over the last three years is 24.3% of target.

A reconciliation of Adjusted EBITDA (a non-GAAP financial measure)to Net income (loss) (the most directly comparable GAAP financial measure) and the calculation of Net Working Capital as a percentage of salesfor the year ended December 31, 2022, is included in Annex A to this Proxy Statement.

2022-2024 Performance Shares.To complement the 2022 STIP, the 2022 long-term incentive plan ("LTIP") utilized a combination of awards intended to enable the Company to attract and retain employees, while tying the achievement of those awards to the long-term performance of the Company and returns for its shareholders. Fifty percent (50%) of the target value of equity awards under the 2022 LTIP consisted of performance shares, earned upon achievement of specific performance goals measured over a three-year performance period. The remaining 50% of the equity awards consisted of restricted stock units.

2022 Say-on-Pay Advisory Vote

The Company’s say-on-pay advisory vote received support from approximately 73.6% of the shares voted in 2022, an increase from the percentage of votes in support of executive compensation in 2021. The Compensation Committee views the increase of support of the Company’s executive compensation program design as a positive reinforcement that recent changes reflect the expectations of shareholders. Nevertheless, the Compensation Committee continues engaging shareholders to better understand their views related to executive compensation and be able to answer any specific questions or concerns related to executive compensation program design, decisions, and policies. See the section above titled “2022 Engagement Summary” for more details about our shareholder outreach activities during 2022.

31

Compensation Discussion and Analysis

Given the input received from shareholders, the Company believes that ongoing shareholder engagement is mutually beneficial. Through shareholder outreach, the Company is afforded an opportunity to share its executive pay philosophy and steps taken to attract, reward, and retain top executive talent needed to execute the Company's growth strategy. It also provided shareholders with an opportunity to share their respective executive compensation philosophies and the role they play when making investment decisions. Shareholders’ views and the Company’s efforts, relative to ESG, are also a part of conversations. Based on discussions the Company had with shareholders and in consideration of their feedback, the Company believes that shareholders generally agree that the compensation delivered has been commensurate with performance. One of the things the Company heard from shareholders is how they value ESG programs. In response to such feedback, the Company’s ESG targets continued to evolve in 2022, expanding from a single safety metric to include environmental, safety, and diversity goals.

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Compensation Discussion and Analysis

II. COMPENSATION GOVERNANCE

Compensation Oversight

The Compensation Committee of the Board, which is chaired by Anne M. Cooney, consists of four independent directors. The Compensation Committee must meet at least four times a year. During 2022, the Compensation Committee met six times. It has overall responsibility for:

Compensation Policy and Practices

The Company’s executive compensation program reflects a strong pay-for-performance design and incorporates many governance best practices to help achieve the high standards that the Company and its shareholders expect.

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Compensation Discussion and Analysis

Use of an Independent Advisor

The Compensation Committee has the authority to engage the services of outside advisors, experts, and others to assist in performing its duties. Since 2014, the Compensation Committee has retained Willis Towers Watson, an executive consulting firm, as its independent compensation consultant to provide advice and information on the following:

The Compensation Committee assesses Willis Towers Watson’s independence on an annual basis, taking into consideration the following factors, among others:

The foregoing factors are relevant to the Compensation Committee’s ongoing and annual assessment to continue utilizing the compensation consultant services of Willis Towers Watson. For the year ending December 31, 2022, Willis Towers Watson also provided the Compensation Committee with a written assessment of the independence of Willis Towers Watson’s advisory work to the Committee. Willis Towers Watson provided executive compensation consulting services in the amount of $208,669. Based on the foregoing, the Compensation Committee has concluded that the engagement of Willis Towers Watson does not raise any conflict of interest.

The Annual Process

The Compensation Committee reviews an annual calendar each year, which sets out the items that will be addressed at each upcoming meeting. While the Compensation Committee’s primary focus is on reviewing and approving items related to executive officer compensation, it also annually approves various incentive plan designs and award achievements that apply more broadly across the Company. The Compensation Committee also reviews succession plans for the leadership team and any human resources and compensation-related risks and mitigation plans.

Compensation Peer Group

On an annual basis, the Compensation Committee reviews compensation data from third-party market surveys and a customized group of peer companies to obtain insight into market competitive pay levels for our named executive officers. In 2022, the Compensation Committee used both third-party market survey data and peer group company data in making its compensation decisions.

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Compensation Discussion and Analysis

Identifying a relevant compensation peer group is difficult, as the Company is the only stand-alone publicly traded crane company in the U.S. and one of only a few worldwide. As a result, the Company used both a quantitative and qualitative approach to its peer selection, and Willis Towers Watson performed the analysis for the Compensation Committee’s consideration.

In creating our peer group, companies were identified using the following criteria:

The Compensation Committee reviewed and evaluated the data, and adopted the following peer group as a result of this analysis:

The 2022 peer group was modified to include an increased number of companies with an aftermarket aspect of business.

Compensation Design

Executive Compensation Philosophy.The Company’s executive compensation program seeks to provide competitive total compensation opportunities to attract, motivate and retain highly qualified executives critical to the achievement of the Company’s financial and strategic goals. The Company's executive compensation program is intended to align the interests of executives with the interests of shareholders and motivate executives to maximize sustainable long-term total returns for shareholders. For these reasons, the Compensation Committee designs the executive compensation program to reflect the strategic priorities and cyclical nature of the business, with reference to practices observed within the Company’s industry and considered to be “best practice” by shareholders, to ensure alignment between executive pay and Company performance. An important element is to provide incentive-based compensation directly tied to Company performance. The Compensation Committee annually reviews the key elements of the program considering the Company’s business strategy and talent needs. The Company’s executive compensation program seeks to provide competitive total compensation opportunities to attract, motivate, and retain highly qualified executives critical to the achievement of the Company’s financial and strategic goals.

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Compensation Discussion and Analysis

The key elements of our compensation philosophy include the following:

Actual total compensation can vary from target compensation based on the individual’s performance and the Company’s financial, non-financial, and stock price performance. In accordance with SEC rules, the Summary Compensation Table shows the grant date fair value of long-term incentive plan grants. The grant date fair value is often different from the actual realized and realizable/current values (if any amount is earned) of such awards. The Compensation Committee annually reviews executive officer pay, the past several years of actual realized and target compensation, outstanding long-term incentive awards (including the potential realizable value at various stock prices), accumulated deferred compensation balances, and potential change-in-control severance amounts.

In setting market-based pay levels, the Compensation Committee reviews and relies primarily upon market data from surveys of comparably sized general industrial companies and peer group compensation data from an independent advisor. Survey and peer group data of comparable positions are analyzed annually in considering adjustments to base salaries and target short-term and long-term incentive award opportunities. Survey data is also reviewed periodically to help maintain the competitiveness of all elements of compensation. For detailed information about the peer group used for this benchmarking, please see the above section entitled Compensation Peer Group.

36

Compensation Discussion and Analysis

Pay Mix.Consistent with the Company’s pay philosophy, the majority of the target total direct compensation (i.e., the sum of base salary and target STIP and LTIP award grant date values) of the executive officers is “at risk,” because payment is based on achievement of specific financial and other performance goals (i.e., STIP and performance share payouts) or the value realized is determined by the price of a share of stock (i.e., the value of restricted share units and performance shares).

The following charts illustrate that, in 2022, “at-risk” compensation accounted for 83% of the target total direct compensation for Mr. Ravenscroft and, on average, 63% of the other named executive officers’ target total direct compensation.

Award opportunities have typically been provided through a combination of short-term and long-term incentive opportunities, covering multiple financial and stock price performance measures. Incentive performance goals are set to directly align to the Company’s business strategy and creation of long-term shareholder value.

Performance Measures Used in 2022.The 2022 STIP and the 2022 LTIP collectively cover key financial measures that the Company believes will increase shareholder value over time while also emphasizing the importance of maintaining adequate liquidity for working capital requirements and future investment opportunities. The performance measures used in the design and the rationale for using such performance measures were as follows:

37

Compensation Discussion and Analysis

38

Compensation Discussion and Analysis

III. EXECUTIVE COMPENSATION

Overview of Executive Compensation

The Company believes the executive compensation program described in more detail below, by element and in total, best achieves the Company’s objectives. The following table presents a summary of each element of the Company’s executive compensation program.

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Compensation Discussion and Analysis

2022 Pay Elements

The below sections describe additional details about each pay element that the Company granted and paid to its named executive officers during 2022.

Annual Base Salary. The following table outlines executive officer base salaries in 2022 compared to theirbase salaries in effect at the end of 2021.

Incentive Plans. The Company provides short-term incentive and long-term incentive award opportunities to motivate the achievement of its business strategy by specifying key metrics of success. To drive results and align performance and payouts, the incentive plans each:

To best drive success, the Company believes a combination of performance measures should be used to ensure that executive officers are motivated and rewarded for managing the Company’s overall financial health and driving long-term sustainable growth in value for the Company’s shareholders. As such, the short-term incentive plan and performance share component of the long-term incentive plan each use three performance metrics, which may change from year-to-year, to reflect the critical areas of focus for the applicable performance period. The Compensation Committee believes that, collectively, the performance metrics used will best drive long-term shareholder value and align management rewards to the Company’s business strategy and performance.

Short-Term Incentives. Short-term incentive awards are made under the 2013 Omnibus Incentive Plan and are referred to in this Proxy Statement as STIP awards. The 2022 STIP award was assessed at an overall Company performance level for all executive officers, based 50% on Adjusted EBITDA, 30% on Net Working Capital as a percentage of sales, and 20% on ESG Performance. Adjusted EBITDA is a useful measure of the Company’s annual operating performance and is commonly used by investors and research analysts to assess results. Net Working Capital as a % of sales is a useful measure of the Company’s working capital turnover measuring the relationship between the funds used to finance the Company’s operations and the revenues the Company generated. The non-financial ESG element is designed to drive performance focused on environmental sustainability, health and safety, and to improve diversity within the organization.

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Compensation Discussion and Analysis

The ESG component award attainment is determined by the Compensation Committee following review of the ESG focused performance metrics below.

Detailed information on the ESG activities of the Company and its results can be located within the Annual Corporate Sustainability Report.

The Compensation Committee determines the target short-term incentive award percentage for each executive officer based on the position’s impact, level of responsibilities, and short-term incentive levels of similar positions based on market data. The 2022 target short-term incentive award percentages for each of the named executive officers are set forth below.

Awards earned under the 2022 STIP can range from 0% to 200% of an individual’s target award opportunity based on actual results versus the target performance goals for the year, and the Compensation Committee may exercise discretion to reduce or increase the incentive award otherwise earned by a participant in any year based on individual or other performance factors determined by the Compensation Committee. Earned awards, if any, are fully paid out after the end of the year unless deferred under our Deferred Compensation Plan, which is described below.

The Company’s actual 2022 performance results were between threshold and target for Adjusted EBITDA and Net Working Capital as a percentage of sales and between target and maximum for the ESG metric, resulting in a payout of 102.3% of target. Presented below are the specific threshold, target, and maximum performance levels for the 2022 STIP awards, as well as 2022 actual results (dollars in millions):