UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 14A Information

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  ☑

☒                             Filed by a party other than the Registrant  ☐

Check the appropriate box:

ALTRA INDUSTRIAL MOTION CORP.

(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):

Altra Industrial Motion Corp.

300 Granite Street, Suite 201

Braintree, Massachusetts 02184

www.altramotion.com

March 23, 201825, 2021

Dear Fellow Stockholders:

You are cordially invited to attend the 20182021 Annual Meeting of Stockholders of Altra Industrial Motion Corp. (“Altra”) to be held remotely at 9:00 a.m. EDT on Tuesday, April 24, 201827, 2021 at the Boston Harbor Hotel, 70 Rowes Wharf, Boston, Massachusetts 02110.www.virtualshareholdermeeting.com/AIMC2021.

The Notice of Annual Meeting and Proxy Statement describe the matters to be acted upon atduring the meeting. We will also report on matters of interest to Altra stockholders.

Your vote is important. Whether or not you plan to attendparticipate in the Annual Meeting, in person, we encourage you to submit a proxy so that your shares will be represented and voted atduring the meeting. You may submit a proxy by calling a toll-free telephone number, by accessing the internet or by completing and mailing the enclosed proxy card in the return envelope provided. If you do not vote by one of the methods described above, you still may attendparticipate in and vote during the Annual Meeting and vote in person.on the Annual Meeting website.

Thank you for your continued support of Altra.

Sincerely,

Carl R. Christenson

Chairman and Chief Executive Officer

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Altra Industrial Motion Corp.

300 Granite Street, Suite 201

Braintree, Massachusetts 02184

March 23, 201825, 2021

The 20182021 Annual Meeting of Stockholders of Altra Industrial Motion Corp. (“Altra”, the “Company”, “we” or “our”) will be held as follows:

Shares represented by properly executed proxies that are hereby solicited by the Board of Directors of Altra will be voted in accordance with the instructions specified therein. Shares represented by proxies that are not limited to the contrary will be voted in favor of the election as directors of the persons nominated pursuant to Proposal 1 in the accompanying Proxy Statement and in favor of Proposal 2 and Proposal 3.

Stockholders of record at the close of business on March 13, 201817, 2021 will be entitled to vote atduring the meeting.

It is important that your shares be represented and voted, whether or not you plan to attend the meeting.

YOU CAN VOTE:

Promptly return your signed and dated proxy/voting instruction card in the enclosed envelope.

Call toll-free1-800-690-6903 and follow the instructions.

Access “www.proxyvote.com” and follow theon-screen instructions.

You may attendParticipate in the Annual Meeting and vote in person.follow the instructions available for voting on the Annual Meeting website.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE STOCKHOLDER MEETING TO BE HELD ON APRIL 24, 201827, 2021

Altra’s proxy statement,Proxy Statement, form of Proxy Card and 20172020 Annual Report on Form10-K are available at http:https://ir.altramotion.com/financials.cfm.financials/annual-reports-and-proxies/default.aspx.

Table of Contents

PROXY STATEMENT

20182021 ANNUAL MEETING OF STOCKHOLDERS

Tuesday, April 24, 201827, 2021

ALTRA INDUSTRIAL MOTION CORP.

300 Granite Street, Suite 201

Braintree, Massachusetts 02184

GENERAL INFORMATION

Proxy Solicitation

These proxy materials are being mailed or otherwise sent to stockholders of Altra Industrial Motion Corp. (“Altra”, the “Company”, “we” or “our”) on or about March 23, 2018,25, 2021, in connection with the solicitation of proxies by Altra’s Board of Directors (the “Board of Directors” or the “Board”) for the Annual Meeting of Stockholders of Altra to be held remotely at 9:00 a.m. EDT on Tuesday, April 24, 2018,27, 2021, available at the Boston Harbor Hotel, 70 Rowes Wharf, Boston, Massachusetts 02110.www.virtualshareholdermeeting.com/AIMC2021. Directors, officers and other Altra employees also may solicit proxies by telephone or otherwise but will not receive compensation for such services. Altra pays the cost of soliciting your proxy and reimburses brokers and other nominees their reasonable expenses for forwarding proxy materials to you.

Stockholders Entitled to Vote

Stockholders of record at the close of business on March 13, 2018,17, 2021, are entitled to notice of and to vote atduring the meeting. As of such date, there were 29,383,36564,790,562 shares of Altra common stock outstanding, each entitled to one vote.

How to Vote

Stockholders of record described above may cast their votes by:

(1) signing, completing and returning the enclosed proxy card in the enclosed postage-paid envelope;

(2) calling toll-free1-800-690-6903 and following the instructions;

(3) accessing “www.proxyvote.com” and following the instructions; or

(4) attendingparticipating in the Annual Meeting and voting in person.following the instructions on the Annual Meeting website.

Revocation of Proxies

A proxy may be revoked at any time before it is voted by delivering written notice of revocation to the Corporate Secretary of Altra at the address set forth above, by delivering a proxy bearing a later date, or by voting in person atduring the meeting.Annual Meeting.

Quorum; Required Vote

The holders of a majority of the shares entitled to vote atduring the meeting must be present in person or represented by proxy to constitute a quorum. Proxies received but marked as withheld, abstentions, or those treated as brokernon-votes will be included in the calculation of the number of shares considered to be present at the Annual Meeting in determining a quorum. If a quorum is not present at the Annual Meeting, we will be forced to reconvene the Annual Meeting at a later date.

Your shares may be voted if they are held in the name of a brokerage firm or bank (a “broker”), even if you do not provide the broker with voting instructions. Brokers have the authority, under applicable rules, to vote

shares on certain “routine” matters for which their customers do not provide voting instructions. The ratification of the appointment of the independent registered public accounting firm of the Company is considered a routine matter. The election of directors and the advisory vote to approve the compensation of the Company’s named executive officers (“Say on Pay”) are not considered routine matters. Brokernon-votes are shares held by brokers or nominees for which instructions have not been received from the beneficial owners, or persons entitled to vote, and the broker is barred from exercising its discretionary authority to vote the shares because the proposal is anon-routine matter.

Election of Directors: Proposal 1. A plurality of the votes cast is required for the election of directors. You may vote “FOR” all or some of the nominees or your vote may be “WITHHELD” with respect to one or more of the nominees. Votes “WITHHELD” and brokernon-votes with respect to the election of directors will have no effect upon election of directors. You may not cumulate your votes for the election of directors.

Ratification of Independent Registered Public Accounting Firm: Proposal 2. Ratification of the selection of our independent registered public accounting firm requires the affirmative vote of a majority of the votes cast for or against the matter. You may vote “FOR,” “AGAINST” or “ABSTAIN” in connection with Proposal 2. Abstentions and brokernon-votes will have no effect on this proposal.

Advisory Vote to Approve the Compensation of our Named Executive Officers: Proposal 3. The approval of Proposal 3, regarding the compensation of our named executive officers, requires the affirmative vote of a majority of the votes cast for or against the matter. You may vote “FOR,” “AGAINST” or “ABSTAIN” in connection with Proposal 3. Abstentions and brokernon-votes will have no effect on this proposal. Because the vote on the Say on Pay proposal is advisory, it will not be binding on the Board of Directors or the Company. However, the Compensation Committee of the Board of Directors will take into account the outcome of the Say on Pay vote when considering future executive compensation arrangements.

If you provide specific instructions with regard to certain items, your shares will be voted as you instruct on such items. If no instructions are indicated, the shares will be voted as recommended by the Board of Directors.

Other Matters

The Board of Directors is not aware of any matters to be presented at the meetingAnnual Meeting other than those set forth in the accompanying notice. If any other matters properly come before the meeting,Annual Meeting, the persons named in the proxy will vote on such matters in accordance with their best judgment.

Additional Information

Additional information regarding the Company appears in our Annual Report on Form10-K for the year ended December 31, 2017,2020, a copy of which, including the financial statements and schedules thereto, but not the exhibits, accompanies this Proxy Statement. In addition, such report and the other reports we file with the U.S. Securities and Exchange Commission (“SEC”) are available, free of charge, through the Investor Relations section of our internet website at http:https://www.altramotion.com. Printed copies of these documents and any exhibit to our Form10-K may be obtained, without charge, by contacting the Corporate Secretary, in writing at Altra Industrial Motion Corp., 300 Granite Street, Suite 201, Braintree, Massachusetts 02184, or by telephone at (781) 917-0600.917-0600, and will be provided by first class mail or other equally prompt means within one business day of receipt of such request.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON APRIL 24, 201827, 2021

Altra’s proxy statement,Proxy Statement, form of Proxy Card and 20172020 Annual Report on Form10-K are available at http:https://ir.altramotion.com/financials.cfm.financials/annual-reports-and-proxies/default.aspx.

OWNERSHIP OF ALTRA COMMON STOCK

Securities Owned by Certain Beneficial Owners and Management

The following table sets forth certain information as of March 13, 2018,17, 2021, regarding the beneficial ownership of shares of our common stock by: (i) each person or entity known to us to be the beneficial owner of more than 5% of our common stock; (ii) each of our named executive officers; (iii) each member of our Board of Directors;Directors, seven of which are standing for reelection; and (iv) all members of our Board of Directors and executive officers as a group.

Beneficial ownership is determined in accordance with rules adopted by the SEC. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock issuable upon the exercise of stock options or warrants or the conversion of other securities held by that person that are currently exercisable or convertible, or are exercisable or convertible within 60 days of March 13, 2018,17, 2021, are deemed to be issued and outstanding. These shares, however, are not deemed outstanding for the purposes of computing percentage ownership of each other stockholder. Percentage of beneficial ownership is otherwise based on 29,383,36564,790,562 shares of common stock outstanding as of March 13, 2018.17, 2021.

(11)	Includes 2,796 shares held in trust, for which Mr. Ferris serves as trustee and for which Mr. Ferris shares voting and investment power.

Changes in Control

As previously disclosed by Altra, on March 7, 2018, Altra and McHale Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Altra (“Merger Sub”), entered into definitive agreements with Fortive Corporation, a Delaware corporation (“Fortive”), and Stevens Holding Company, Inc., a Delaware corporation and wholly-owned subsidiary of Fortive (“Newco”), for a transaction pursuant to which, subject to the terms and conditions of certain definitive agreements, (1) Fortive will transfer certain assets, liabilities and entities within its Automation & Specialty platform, but excluding its Hengstler and Dynapar businesses (such businesses to be transferred, the “A&S Business”) to Newco, (2) Fortive will distribute to its stockholders all of the issued and outstanding shares of common stock, par value $0.01 per share, of Newco (the “Newco Common Stock”) held by Fortive, at Fortive’s option, by way of an exchange offer or a pro rata dividend, or a combination thereof (the “Distribution”) and (3) immediately after the Distribution, Merger Sub will merge with and into Newco (the “Merger”) and the issued and outstanding shares of Newco Common Stock will be converted into shares of common stock, par value $0.001 per share, of Altra (“Altra Common Stock”) as provided in the Merger Agreement (as defined below). In addition, pursuant to the Merger Agreement, prior to the effective time of the Merger, Fortive will transfer certainnon-U.S. assets, liabilities and entities of the A&S Business to certain subsidiaries of Altra, and the Altra subsidiaries will assume substantially all of the liabilities associated with the transferred assets (the “Direct Sales”). Upon completion of the Merger, Newco (which at that time will hold the A&S Business) will be a wholly-owned subsidiary of Altra and holders of Altra Common Stock immediately prior to the Merger are expected to own in the aggregate approximately 46% of the outstanding shares of Altra Common Stock and holders of Fortive’s common stock participating in the Distribution are expected to own in the aggregate approximately 54% of the outstanding shares of Altra Common Stock, in each case immediately following the Merger, subject to adjustment as provided in the Merger Agreement.

The definitive agreements entered into include (1) an Agreement and Plan of Merger and Reorganization, dated as of March 7, 2018 (the “Merger Agreement”), by and among Altra, Merger Sub, Fortive and Newco, (2) a Separation and Distribution Agreement, dated as of March 7, 2018 (the “Separation Agreement”), by and among Altra, Fortive and Newco and (3) an Employee Matters Agreement, dated March 7, 2018 (the “Employee Matters Agreement”), by and among Altra, Fortive and Newco. In connection with the transactions, Altra, Fortive and Newco will enter into additional agreements.

Consummation of the Merger is subject to various conditions, including, among others, approval of the issuance of the Altra Common Stock by the requisite vote of Altra’s stockholders; the effectiveness of Altra’s registration statement registering the Altra Common Stock to be issued pursuant to the Merger Agreement; the Distribution having taken place in accordance with the Separation Agreement; the expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the receipt of certain required foreign antitrust approvals; receipt of certain tax rulings from the Internal Revenue Service; and consummation of the Debt Exchange in an amount equal to the Above-Basis Amount (as defined in the Merger Agreement) and receipt by Fortive of the Cash Dividend immediately before the Distribution.

Delinquent Section 16(a) Beneficial Ownership Reporting ComplianceReports)

Section 16(a) of the Securities Exchange Act of 1934 requires Altra’s directors, executive officers and beneficial owners of more than 10% of Altra’s equity securities (“10% Owners”) to file initial reports of their ownership of Altra’s equity securities and reports of changes in such ownership with the SEC. Directors, executive officers and 10% Owners are required by SEC regulations to furnish Altra with copies of all Section 16(a) forms they file. Based solely on a review of copies of such forms and written representations from Altra’s directors, executive officers and 10% Owners, Altra believes that for the fiscal year of 2017,2020, all of its directors, executive officers and 10% Owners were in compliance with the disclosure requirements of Section 16(a)., except for each of the NEOs, each of whom were late in filing a report on Form 4 for three transactions that occurred on August 15, 2020.

PROPOSAL 1. ELECTION OF DIRECTORS

On March 6, 2018, the Board of Directors increased the size of the Board from seven to eight. The current Board of Directors is made up of seven directors each of whom’seight directors. Each director’s term expires at the 20182021 Annual Meeting and one vacancy. In addition to nominating eachMeeting. On October 20, 2020, the Board of Directors approved resolutions increasing the size of the Board from seven current directors forre-election,to eight and appointing J. Scott Hall to fill the Company’s Nominating and Corporate Governance Committee has also nominated Margot L. Hoffman, Ph.D. for electionresulting vacancy on the Board effective as of October 20, 2020. On March 9, 2021, the Board of Directors approved a resolution decreasing the size of the Board from eight to seven effective as of April 27, 2021, the Board. As a result,date of the 2021 Annual Meeting. The following directors have been nominated by the Company’s Nominating and Corporate Governance Committee for election to serve for a term of one year until the 20192022 Annual Meeting and until their successors have been duly elected and qualified:

Edmund M. Carpenterqualified. Michael S. Lipscomb will not stand for reelection.

Carl R. Christenson

Lyle G. Ganske

J. Scott Hall

Nicole Parent Haughey

Margot L. Hoffman, Ph.D.

Michael S. Lipscomb

Larry P. McPherson

Thomas W. Swidarski

James H. Woodward Jr.

All of the nominees for election have consented to being named in this Proxy Statement and to serve if elected. All of the nominees are standing for re-election.Biographical information for each of the nominees as of the most recent practicable date, is presented below.

The Board of Directors recommends that stockholders vote FOR the election of Mr. Carpenter, Mr. Christenson, Mr. Ganske, Mr. Hall, Ms. Parent Haughey, Dr. Hoffman, Mr. Lipscomb, Mr. McPherson, Mr. Swidarski and Mr. Woodward.

NOMINEES FOR DIRECTOR

Edmund M. Carpenter, 76, has been a director since March 2007. Mr. Carpenter currently serves as an operating partner to Genstar Capital. Mr. Carpenter was President and Chief Executive Officer of Barnes Group Inc. from 1998 until his retirement in December 2006. Prior to joining Barnes Group Inc., Mr. Carpenter was Senior Managing Director of Clayton, Dubilier & Rice from 1996 to 1998, and Chief Executive Officer of General Signal from 1988 to 1995. Prior to joining General Signal Corporation, Mr. Carpenter held various executive positions at ITT Corporation, including President and Chief Operating Officer. Prior to joining ITT, he held executive positions with Fruehauf Corporation and served as a partner in the management services division of Touche Ross & Company. He began his career at Michigan Bell Telephone Company. He served as a director at Campbell Soup Company from 1990 to 2014. He holds both an M.B.A. and a B.S.E. in Industrial Engineering from the University of Michigan. Having served as CEO of a diversified global manufacturing and logistical services company, Mr. Carpenter presents valuable insight into organizational and operational management issues crucial to a public manufacturing company.

Carl R. Christenson, 58,61, has been our Chairman since April 2014, our Chief Executive Officer since January 2009 and a director since July 2007. Prior to his current position, Mr. Christenson served as our President and Chief Operating Officer from January 2005 to December 2008. From 2001 to 2005, Mr. Christenson was the President of Kaydon Bearings, a manufacturer of custom-engineered bearings and a division of Kaydon Corporation. Prior to joining Kaydon, Mr. Christenson held a number of management positions at TB Wood’s Incorporated and several positions at the Torrington Company. Mr. Christenson currently serves as a director at IDEX Corporation, a NYSE listed industrial manufacturer of highly engineered products. Mr. Christenson previously served as a director at Vectra Co., f/k/a OM Group, Inc., a NYSE listed technology-driven diversified industrial company, from 2014 to 2015. Mr. Christenson also is a member of the Board of Trustees of Manufacturers Alliance for Productivity and Innovation. Mr. Christenson holds a M.S. and B.S. degree in Mechanical Engineering from the University of Massachusetts and an M.B.A. from Rensselaer Polytechnic. In addition to more than twenty fivetwenty-five years of experience in manufacturing companies, Mr. Christenson brings vast knowledge of the Company’s business, structure, history, and culture to the Board and the CEO position.

Lyle G. Ganske, 59,62, has been a director since November 2007. Mr. Ganske is a Partner and M&A Practice LeaderPartner-in-Charge of the Houston Office at Jones Day. He is an advisor to significant companies, focusing primarily on M&A, takeovers, takeover preparedness, corporate governance, executive compensation, and general corporate counseling. Mr. Ganske received his J.D. from Ohio State University and his B.S.B.A. at Bowling Green State University. He currently serves on the Executive CommitteesCommittee of Resilience Capital (private equity) and the Ohio Business Roundtable;; the Advisory Board of Mutual Capital Partners (venture capital); and on the boards of Flashes of Hope and the Western Reserve Land Conservancy. Mr. Ganske is the former chair of Business Volunteers Unlimited and the Commission on Economic Inclusion. In addition to his substantial legal skills and expertise, Mr. Ganske brings to the Company’s Board well-developed business and financial acumen critical to a dynamic public company.

J. Scott Hall, 57, has been a director since October 2020. Mr. Hall has served as President and Chief Executive Officer of Mueller Water Products, Inc. since January 2017. He served as President and CEO of Textron’s Industrial Segment from December 2009 until January 2017. Mr. Hall joined Textron in 2001 as President of Tempo, a multi-facility roll-up of communication test equipment. He was named president of Greenlee in 2003 when Tempo became part of the Greenlee business unit. Prior to joining Textron, Mr. Hall had several leadership roles at General Cable Company (now Prysmian Group), a leading manufacturer of wire and cable. Mr. Hall ran General Cable’s Canadian businesses before taking over responsibility for General Cable’s Global Communications business. Mr. Hall earned his Bachelor of Commerce degree from Memorial University of Newfoundland and his MBA from the University of Western Ontario Ivey School of Business. Mr. Hall brings to the Company’s Board substantial commercial experience and business leadership skills gained from his past and current positions in management.

Nicole Parent Haughey, 49, has been a director since April 2020. Ms. Parent Haughey currently serves as Chief Operating Officer of Island Creek Oysters, a Duxbury, MA shellfish farm and distributor, where she is responsible for driving continued growth and profitability of the company’s B2B and B2C businesses and oversees procurement, operations and sales in pursuit of that mission. Previously, she served as Chief Operating Officer of Mimeo.com, a technology company in printed and digital content management and distribution, from 2016 to 2018. Prior to that, Ms. Parent Haughey served as Vice President, Corporate Strategy and Business Development of United Technologies Corporation (a global manufacturing company) from 2013 to 2015, and Managing Partner and Co-Founder of Vertical Research Partners, LLC (an equity research and consulting firm) from 2009 to 2013. Ms. Parent Haughey has served as a Director on the board of Allegion, plc, a NYSE traded global security company, since September 2017. Ms. Parent Haughey’s experience as a chief operating officer and a senior leader of global companies brings significant expertise to the Board of Directors. Her deep understanding of strategic planning, finance, capital allocation, mergers and acquisitions, and sales and marketing benefits the Board as it oversees and develops the Company’s long-term growth strategies. In addition, Ms. Parent Haughey’s in-depth knowledge of the investment community and markets provides key insights into investors and capital markets.

Margot L. Hoffman, Ph.D., 55,58, has been a director since April 2018. Dr. Hoffman currently serves as the President and CEO for The Partnership for Excellence, the Baldrige-based program for Ohio, Indiana, and West Virginia. Dr. Hoffman was the President of Quest4Leadership, a leadership development firm, from 2011-2014. From 1988 to 2008, Dr. Hoffman held positions in engineering, corporate training, and senior leadership at Dana Corporation, ultimately holding the position of President of its Driveshaft Products Group. Dr. Hoffman holds a Ph.D. in organization and management from Capella University, and an MBA and bachelor of engineering technology degree from the University of Toledo, and serves as a national Baldrige senior examiner. Dr. Hoffman will contributecontributes to the Company’s Board significant operational management and leadership development skills combined with substantial experience in global manufacturing businesses.businesses, program management, and new product launches.

Michael S. Lipscomb, 71, has been a director since November 2007. Mr. Lipscomb served as Chairman and Chief Executive Officer of SIFCO Inc., a NYSE company in the aerospace business, from January 2015 until retiring from all positions in SIFCO in January 2016 and prior to that served as SIFCO’s Chief Executive Officer starting in 2010, and as a board member starting in 2002. As CEO, Mr. Lipscomb led SIFCO through four acquisitions, a divestiture, and a business closure. These moves resulted in SIFCO becoming a leading precision component supplier to the aerospace and energy markets. Mr. Lipscomb also serves as Managing Partner of GS Capital Investments LLC, owner of Aviation Component Solutions, a company in the aerospace aftermarket business, and JC Carter Nozzles, a supplier of refueling nozzles and other components to the LNG market. Mr. Lipscomb serves as a Board member of both Integrity Organics (2014-present), a green company in the waste reclamation business, and The Ruhlin Company (board member 1996-present, Audit Chair 1996-2004, Compensation Chair 2004-present), an integrated ESOP-owned construction company. Previously, Mr. Lipscomb was a founding partner of Argo-Tech Corp. (1986-2007), where he became CEO in 1990 and Chairman in 1994. As CEO of Argo-Tech he led the company through five bank refinances, three high yield bond offerings and three acquisitions, and successfully managed the sale of the company to Eaton Corporation in March of 2007. During his career, Mr. Lipscomb served as a Managing Director at TRW, and in various operational and engineering management roles at the Utica Tool Company and Dow Chemical. Mr. Lipscomb received his MBA from Furman University and his B.S. from Clemson University. Mr. Lipscomb brings to the Company’s Board a depth of global industrial operating experience and knowledge of organizational management essential to a public manufacturing company.

Larry P. McPherson, 72, has been a director since January 2005. Prior to joining the Board, Mr. McPherson was a Director of NSK Ltd. from 1997 until his retirement in 2004 and served as Chairman and Chief Executive Officer of NSK Europe from January 2002 to December 2003. In total he was employed by NSK Ltd. for 22 years during which time he was responsible for the major expansion of manufacturing operations in the U.S. and the reorganization and consolidation of European operations. Mr. McPherson served as Chairman and Chief Executive Officer of NSK Americas for the six years prior to his European assignment. Mr. McPherson serves as a board member of McNaughton and Gunn, Inc., a privately owned printing company. Mr. McPherson earned his MBA from Georgia State and his undergraduate degree in Electrical Engineering from Clemson University. Mr. McPherson contributes to the Company’s Board significant organizational and operational management skills combined with a wealth of experience in global manufacturing businesses.

Thomas W. Swidarski, 59,62, has been a director since April 2014. Mr. Swidarski is currently CEO of Telos Alliance, a global audio technology company whose products and services help radio and television stations produce better programming. Mr. Swidarski has been a director of Evertec, a publicly traded payment processing company, since 2013 and also serves as a director of several privately held companies. Mr. Swidarski previously served as the Chief Executive Officer and President of Diebold Nixdorf, Incorporated, f/k/a Diebold, Incorporated (“Diebold”), a $3 billion global leader in designing, manufacturing and distributing self-service technologies (ATMs) in over 100 countries, from October 12, 2005 to January 19, 2013. Mr. Swidarski served as Senior Vice President of Financial Self-Service Group of Diebold, from 2001 to September 2005 and served as its Chief Operating Officer from October 12, 2005 to December 2005. Mr. Swidarski also held various strategic development and marketing positions at Diebold since 1996. Prior to Diebold, he held various positions within the financial industry for nearly 20 years focusing on marketing, product management, retail bank profitability, branding, and retail distribution. Mr. Swidarski served as a Director of Diebold from December 12, 2005 to January 8, 2013. He holds a BA in marketing from the University of Dayton and an MBA in business

management from Cleveland State University. Having served as Chief Executive Officer of a global provider of technology and services to a wide range of businesses, Mr. Swidarski brings to the Company’s Board valuable insight into organizational management, global business, financial matters and marketing matters.

James H. Woodward, Jr., 65,68, has been a director since March 2007. From March 2009 to October 2011, Mr. Woodward served as Senior Vice President and Chief Financial Officer of Accuride Corporation. Previously, Mr. Woodward served as Executive Vice President and Chief Financial Officer and Treasurer of Joy Global Inc. from January 2007 until February 2008. Prior to joining Joy Global Inc., Mr. Woodward was Executive Vice President and Chief Financial Officer of JLG Industries, Inc. from August 2000 until its sale in December 2006. Prior to JLG Industries, Inc., Mr. Woodward held various financial and operational positions at Dana Incorporated, f/k/a Dana Corporation, since 1982. Mr. Woodward is a Certified Public Accountant and holds a B.A. degree in Accounting from Michigan State University. Mr. Woodward’s depth and breadth of exposure to complex issues from his long and distinguished career in the manufacturing industry make him a skilled advisor who provides critical insight into organizational and operational management, global business, and financial matters.

BOARD OF DIRECTORS

Board of Directors Composition

Our bylaws provide that the size of the Board of Directors shall be determined from time to time by our Board of Directors. On March 6, 2018, the Board of Directors increased the size of the Board from seven to eight. Our Board of Directors is currently sized at eight members consistingmembers. On October 20, 2020, our Board of Directors approved resolutions increasing the size of our Board from seven to eight and appointing J. Scott Hall to fill the resulting vacancy on the Board, effective as of October 20, 2020. On March 9, 2021, the Board of Directors approved a resolution decreasing the size of the Board from eight to seven current members plus one vacancy.effective as of April 27, 2021, the date of the 2021 Annual Meeting. Michael S. Lipscomb will not stand for reelection. Each of our executive officers and directors, other thannon-employee directors, devotes his or her full time to our affairs. Ournon-employee directors devote the amount of time to our affairs as necessary to discharge their duties. Edmund M. Carpenter, Lyle G. Ganske, J. Scott Hall, Nicole Parent Haughey, Margot L. Hoffman, Ph.D., Michael S. Lipscomb, Larry P. McPherson, and Thomas W. Swidarski and James H. Woodward, Jr. are each “independent” within the meaning of the Marketplace Rules of the NASDAQ Global Market (the “NASDAQ Rules”) and the federal securities laws and collectively constitute a majority of our Board of Directors.

Committees of the Board of Directors

Pursuant to our bylaws, our Board of Directors is permitted to establish committees from time to time as it deems appropriate. To facilitate independent director review and to make the most effective use of our directors’ time and capabilities, our Board of Directors has established the following committees: the Audit Committee, the Personnel and Compensation Committee and the Nominating and Corporate Governance Committee. The charter of each of the committees discussed below is available on our website at https://ir.altramotion.com/corporate-governance.cfm.governance/governance-documents/default.aspx. Printed copies of these charters may be obtained, without charge, by contacting the Corporate Secretary, Altra Industrial Motion Corp., 300 Granite Street, Suite 201, Braintree, Massachusetts 02184, telephone(781) 917-0600. The membership and function of each committee are described below.

Audit Committee

The primary purpose of the Audit Committee is to assist the Board’s oversight of:

The Audit Committee was established in accordance with Section 3(a)(58)(A) of the Exchange Act and currently consists of Messrs. Woodward, Ganske, CarpenterLipscomb and Lipscomb,Hall, each of whom is anon-employee member of our Board of Directors and independent within the meaning of the NASDAQ Rules. Mr. GanskeWoodward serves as chairman of our Audit Committee. Mr. Carpenter,Woodward, Mr. Lipscomb Mr. Ganske and Mr. GanskeHall qualify as independent “audit committee financial experts” as such term has been defined by the SEC in Item 407 of RegulationS-K. Mr. Lipscomb’s experience as a Chief Executive Officer qualifies him as an “audit committee financial expert.” We believe that the composition of our audit committeeAudit Committee meets the criteria for independence under, and the functioning of our audit committeeAudit Committee complies with the applicable requirements of, the NASDAQ Rules and federal securities law.

Personnel and Compensation Committee

The primary purpose of our Personnel and Compensation Committee (the “Compensation Committee”) is to establish and review our overall compensation philosophy and policy, to establish and review our director compensation philosophy and policy, and to review and approve corporate goals and objectives relevant to compensation of the Company’s executive officers. In addition, the Compensation Committee oversees our employee benefit plans and practices and produces a report on executive compensation as required by SEC rules. The Compensation Committee may form, and delegate any of its responsibilities to, a subcommittee so long as such subcommittee is solely comprised of one or more members of the Compensation Committee.

The Compensation Committee has the authority, pursuant to its charter, to retain outside counsel, compensation consultants, or other advisors to assist it in carrying out its activities. The Compensation Committee retains Frederic W. Cook & Co., Inc. (“FW Cook”), as the Compensation Committee’s independent compensation consultant.

Messrs. Carpenter, McPhersonMr. Swidarski, Mr. Ganske, and SwidarskiDr. Hoffman serve on the Compensation Committee, each of whom is anon-employee member of our Board of Directors and independent within the meaning of the NASDAQ Rules. Mr. CarpenterSwidarski serves as chairman of the Compensation Committee. We believe that the composition of our Compensation Committee meets the criteria for independence under, and the functioning of our Compensation Committee complies with the applicable requirements of, the NASDAQ Rules.

Compensation Policies and Practices Regarding Risk Taking

The Company has considered its compensation policies and practices for its employees and concluded that the policies and practices do not give rise to risks that are reasonably likely to have a material adverse effect on the Company. This conclusion was based on the assessment performed by the Company’s management and was reviewed by the Compensation Committee of the Company’s Board of Directors.

Nominating and Corporate Governance Committee

The primary purpose of the Nominating and Corporate Governance Committee is to:

Messrs. McPherson, Ganske

Dr. Hoffman, Ms. Parent Haughey and Mr. Swidarski serve on the Nominating and Corporate Governance Committee, each of whom is anon-employee member of our Board of Directors and independent within the meaning of the NASDAQ Rules. Mr. McPhersonDr. Hoffman serves as chairmanchair of the Nominating and Corporate Governance Committee. We believe that the composition of our Nominating and Corporate Governance Committee meets the criteria for independence under, and the functioning of our Nominating and Corporate Governance Committee complies with the applicable requirements of, the NASDAQ Rules. Please see the section entitled “Corporate Governance” herein for further discussion of the roles and responsibilities of the Nominating and Corporate Governance Committee.

Board, Committee and Annual Meeting Attendance

For the fiscal year ended December 31, 2017,2020, the Board and its Committees held the following aggregate number of regular and special meetings:

Each of our directors then serving attended 75% or more of the aggregate number of the meetings of the Board and of the Committees on which he or she served during the year.year, with the exception of Larry McPherson who served on the Board for only a portion of the year from January 1, 2020 to April 28, 2020, the date of our 2020 Annual Meeting.

The independent members of the Board, and each of the three standing committees of the Board, met in independent director sessions without the Chairman, Chief Executive Officer, or members of management present at least four (4) times during 2017.2020.

The Board has adopted a policy pursuant to which directors are expected to attend the Annual Meeting of Stockholders in the absence of a scheduling conflict or other valid reason. All of our directors serving at such time attended the 20172020 Annual Meeting of Stockholders, which was held by remote communication, in person.a “virtual only” format.

Board Leadership Structure and Board Oversight of Risk Management

Pursuant to our bylaws, our Board of Directors determines the best board leadership structure for the Company from time to time by appointing the Chairman of the Board. As part of our annual board self-evaluation process, the Board evaluates our leadership structure to ensure that it provides the optimal structure for the Company and stockholders. While we recognize that different board leadership structures may be appropriate for companies in different situations, we believe our current leadership structure, with Mr. Christenson serving as Chairman and CEO and with independent Board leadership provided by the appointment of a Lead Director, is the optimal structure for the Company.

Edmund M. Carpenter,Michael Lipscomb, who has served on the Board since 2007, currently serves as the Lead Director. The Board believes that a Lead Director improves the Board’s overall performance by improving the efficiency of the Board’s oversight and governance responsibilities and by enhancing the relationship between the Chief Executive Officer and the independent directors. The Lead Director acts as an intermediary betweenis expected to ensure that the Board has an open and senior management. Among other things, the Lead Director is responsible, along with the Chairman, for facilitating communication among Directors and between the Board and the Chief Executive Officer, for workingtrustful relationship with the Chief Executive Officer and the Company’s senior management team while optimizing the effectiveness and independence of the Board. Among other things, the Lead Director’s responsibilities include:

The Lead Director is expected to foster a cohesive Board that cooperates with the Chairman and Chief Executive Officer towards the ultimate goal of creating shareholderstockholder value.

Our Board of Directors currently has sixeight members, (fiveall of which are independent) in addition toexcept the Chairman and CEO, and one vacancy.Chief Executive Officer, are independent. A number of the members of our Board of Directors are currently serving or have served as members of senior management of other public companies and have served as directors of other public companies. We have three board committees comprised solely of independent directors. We believe that the number of independent, experienced directors that make up our Board of Directors, along with the oversight of the Board of Directors by the Lead Director, provides our management with appropriate oversight, leadership, and guidance. In addition, ournon-employee directors meet in executive session, led by our Lead Director, without management present as frequently as they deem appropriate, typically at the time of each regular board meeting.

Our Board is responsible for overseeing our risk management. The Board’s role in the Company’s risk oversight process includes receiving regular reports from members of senior management on areas of material risk to the Company, including operational, financial, legal and regulatory, environmental, social and governance (ESG), and strategic and reputational risks. The full Board (or the appropriate committee in the case of risks that are under the purview of a particular committee) receives these reports from the appropriate person within the Company to enable the Board to understand our risk identification, risk management, and risk mitigation strategies. When a committee receives the report, the chairman of the relevant committee reports on the discussion to the full Board during the committee reports portion of the next Board meeting. This enables the Board and its Committees to coordinate the risk oversight role, particularly with respect to risk interrelationships. The Audit Committee also discusses guidelines and policies to govern the process by which risk management is handled. The Audit Committee discusses the Company’s major risk exposures and the steps management has taken to monitor and control such exposures. The Board believes that the work undertaken by the full Board, together with the work undertaken by the Audit Committee and the other committees, enables the Board to effectively oversee the Company’s risk management function.

Director Compensation

In 2014,July 2018, in connection with the Company’s planned combination of Altra with four businesses from Fortive Corporation’s (“Fortive”) Automation & Specialty platform (the “A&S Business”) the Compensation Committee engaged the services of FW Cook an independentto evaluate the Company’s compensation consultant, topeer group and review the design and competitiveness of the Company’s compensation programs, including the non-employee director compensation program. FW Cook’s review found that whileAltra and Fortive consummated the combination, which substantially increased the size of the Company’s business, on October 1, 2018 (the “Fortive Transaction”). FW Cook recommended a new compensation peer group and the non-employee director compensation program structure was generally consistent with peer group policies and emerging trends,review found that total directorper-director compensation wasremained below the 25^th percentile of peer group practice. No changes were made tonon-employee director compensation following the 20142018 FW Cook review until February 20172019 when equitycash compensation fornon-employee directors was increased from $60,000$75,000 to $80,000 annually.

In 2017, the Compensation Committee again engaged the services of FW Cook to review the design$85,000 annually and competitiveness of the Company’snon-employee directorequity compensation program. FW Cook’s review once again found that totalper-director compensation remained below the 25^th percentile of peer group practice. Following the 2017 FW Cook review, the annual cash retainer fornon-employee directors was increased from $60,000 to $75,000 and the annual equity compensation fornon-employee directors was increased from $80,000 to $100,000 to bring totalnon-employee directors compensation approximately in line with the median of peer group practice.$115,000 annually.

Standard Board Fees

Ournon-employee directors currently receive the following standard cash compensation:

Directors may elect to receive, in lieu of their regular cash compensation as outlined above, an amount of shares of Company stock equal in value to the cash compensation that otherwise would be paid at the time such cash compensation would have been payable.

In addition, each of thenon-employee directordirectors receives grants of restricted stock with an annual value equal to $100,000$115,000 paid in four equal quarterly installments with each such quarterly grant vesting immediately.

All members of our Board of Directors are reimbursed for their usual and customary expenses incurred in connection with attending all Board and other committee meetings.

The following table sets forth information concerning compensation paid to ournon-employee directors during the fiscal year ended December 31, 2017.2020.

Non-Employee Director Compensation Table for Fiscal Year 20172020

Stock Ownership Guidelines

Our Board of Directors established stock ownership guidelines applicable to the Company’snon-employee directors pursuant to which eachnon-employee director should retain the value of Company stock equivalent to five (5) times his annual cash retainer. All of the Company’snon-employee directors have a five (5) year period to accumulate these specific values.

The following categories satisfy a participant’s ownership guidelines: (i) shares of common stock owned directly; (ii) shares of common stock owned indirectly (e.g., by a spouse or a trust); (iii) shares of common stock represented by amounts invested in a 401(k) plan or deferred compensation plan maintained by the Company or an affiliate; and (iv) restricted stock (vested and unvested), earned performance shares (vested and unvested), restricted stock units (vested and unvested), or phantom stock. Unexercised options, unearned performance shares, and pledged shares are not counted toward meeting the guidelines.

The Company’s Board of Directors has the discretion to enforce the stock ownership guidelines on acase-by-case basis. Violations of the Company’s stock ownership guidelines may, without limitation and in the Board’s discretion, result in the participant not receiving future grants of long-term incentive plan awards or annual equity retainer or result in the participant being required to retain all or a portion of future grants of long-term incentive plan awards or annual equity retainers until compliance is achieved.

Compensation Committee Interlocks and Insider Participation.

During our last completed fiscal year, no member of the Compensation Committee was an employee, officer, or former officer of Altra. None of our executive officers served on the board of directors or compensation committee of any entity in 20172020 that had an executive officer serving as a member of our Board or Compensation Committee.

Certain Relationships and Related Transactions

Transactions with Directors and Management

Under our Code of Business Conduct and Ethics, all transactions involving a conflict of interest, including holding a financial interest in a significant supplier, customer, or competitor of the Company, are generally prohibited. However, holding a financial interest of less than 2% in a publicly held company and other limited circumstances are excluded transactions. Our directors and officers are prohibited from using his or her position to influence the Company’s decision relating to a transaction with a significant supplier, customer, or competitor towith which he or she is affiliated. Our

In addition, our Audit Committee Charter provides that the Audit Committee shall review, discuss and approve any transactions or courses of dealing with related parties (e.g., including significant shareholdersstockholders of the Company, directors, corporate officers or other members of senior management or their family members) that are significant in size (including but not necessarily limited to transactions that exceed $120,000) or involve terms or other aspects that differ from those that would likely be negotiated with independent parties.

Indemnification Agreements

We have entered into indemnification agreements with each of our directors and executive officers. We believe that these agreements are necessary to attract and retain qualified persons as directors and executive officers. These agreements require us to indemnify these individuals to the fullest extent permitted under Delaware law against liabilities that may arise by reason of their service to us, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. We also intend to enter into indemnification agreements with our future directors and executive officers.

Corporate Governance

The Nominating and Corporate Governance Committee’s Role and Responsibilities

Primary responsibility for Altra’s corporate governance practices rests with the Nominating and Corporate Governance Committee (the “Governance Committee”). The Governance Committee is responsible for, among other things, (i) overseeing the Company’s policies and procedures for the Board’s nomination of persons to stand for election to serve on the Board of Directors by stockholders and consideration of any stockholder nominations of persons to stand for election to the Board of Directors; (ii) identifying, screening and reviewing individuals qualified to serve as directors and recommending candidates for nomination for election or to fill vacancies; (iii) reviewing annually the composition and size of the Board; (iv) aiding the Board and its committees in their annual self-evaluations; (v) developing, recommending and overseeing implementation of the Company’s corporate governance guidelines and principles; (vi) reviewing, monitoring and addressing conflicts of interest of directors and executives officers; (vii) providing oversight and (vii)guidance with respect to environmental, social and governance (ESG) matters and the Company’s ESG activities; and (viii) reviewing on a regular basis the overall corporate governance of the Company and recommending improvements when necessary. To learn more about our commitment to corporate social responsibility, please see the “Corporate Responsibility” section of our website at https://ir.altramotion.com/corporate-responsibility/default.aspx. Described below are some of the significant corporate governance practices that have been instituted by the Board of Directors at the recommendation of the Governance Committee.

Director Independence

The Governance Committee annually reviews the independence of all directors and reports its findings to the full Board. The Governance Committee has determined that the following director nomineesdirectors are independent within the meaning of the NASDAQ Rules and relevant federal securities laws and regulations: Edmund M. Carpenter, Lyle G. Ganske, J. Scott Hall, Nicole Parent Haughey, Margot L. Hoffman, Ph.D., Michael S. Lipscomb, Larry P. McPherson and Thomas W. Swidarski.

The Governance Committee seeks nominees with a broad diversity of experience, professions, skills, geographic representation, and backgrounds. Accordingly, when considering director candidates, the Governance Committee will seek individuals with backgrounds and qualities that, when combined with those of Altra’s other directors, provide a blend of skills and experience that will further enhance the Board’s effectiveness. The Committee does not assign specific weights to particular criteria and no particular criterion is necessarily applicable to all prospective nominees. Nominees are not discriminated against on the basis of race, religion, national origin, sexual orientation, disability, or any other basis proscribed by law.

To recommend a candidate for consideration, a stockholder should submit a written statement of the qualifications of the proposed nominee, including full name and address, to the Nominating and Corporate Governance Committee Chairman, c/o Altra Industrial Motion Corp., 300 Granite Street, Suite 201, Braintree, Massachusetts 02184.

Corporate Governance Guidelines

The Governance Committee has developed and recommended the Company’s Statement of Governance Principles, Policies and Procedures (the “Governance Principles”) which has been approved by our full Board. Altra’s Governance Principles are available on the Company’s website athttp:https://ir.altramotion.com/corporate-governance.cfmgovernance/governance-documents/default.aspx.

Majority Voting Policy in Uncontested Director Elections

Our Board has adopted a majority voting policy in uncontested directorDirector elections which is set forth in Altra’s Governance Principles. Under the policy, any nominee for Director who receives a greater number of

votes “withheld” from his or her election than votes “for” his or her election in an election of Directors that is not a contested election is expected to tender his or her resignation as a Director to the Board promptly following the certification of the election results. The Governance Committee will consider each resignation tendered under the policy and recommend to the Board whether to accept or reject it. The Board will act on each tendered resignation, taking into account the Governance Committee’s recommendation, within 90 days following the certification of the election results.

Business Conduct and Compliance

Altra maintains a Code of Business Conduct and Ethics (the “Code of Ethics”) that is applicable to all directors, officers and employees of the Company and all subsidiaries and entities controlled by the Company. It sets forth Altra’s policies and expectations on a number of topics, including conflicts of interest, protection and proper use of company assets, relationships with customers and vendors (business ethics), accounting practices, and compliance with laws, rules and regulations. A copy of the Code of Ethics is available on the Company’s website athttp:https://ir.altramotion.com/corporate-governance.cfmgovernance/governance-documents/default.aspx. Individuals can report suspected violations of the Altra Industrial Motion Corp. Code of Ethics anonymously by contacting the Altra Compliance and Ethics Hotline at(800) 826-6762.1-866-368-1905 (or at any of the international phone numbers listed in Schedule 2 to the Code of Ethics). In the event the Company amends or waives any of the provisions of the Code of Ethics applicable to our principal executive officer, principal financial officer, principal accounting officer or controller that relates to any element of the definition of “code of ethics” enumerated in Item 406(b) of Regulation S-K under the Securities Act of 1934, as amended, Altra intends to disclose these actions on the Company’s website.

Altra also maintains policies regarding insider trading and communications with the public (the “Insider Trading Policy”) and procedures for the Audit Committee regarding complaints about accounting matters (the “Whistleblower Policy”). The Insider Trading Policy sets forth the Company’s limitations regarding trading in Company securities and the handling of material non-public material information. The policyInsider Trading Policy is applicable to directors, officers and employees of Altra and its subsidiaries, as well as any agent or consultant who has access to or has received material, non-public information, about the Company in the course of an engagement by or association with the Company, together with certain other persons or entities affiliated with or related to any of the foregoing (collectively, the “Covered Parties”) and is designed to help ensure compliance with federal securities laws.

The Insider Trading Policy prohibitscontains a strict policy against any Covered Parties engaging in short-term or speculative transactions or hedging or monetization transactions involving the Company’s stock or other securities. All Covered Parties are prohibited from (i) selling the Company’s securities “short” – that is, selling securities that are not owned by the particular director, employee or other Covered Party, (ii) buying or selling puts (i.e., options to sell), calls (i.e., options to purchase), future contracts, or other forms of derivative securities relating to the Company’s securities, and (iii) engaging in hedging, monetization transactions or similar arrangements involving the Company’s securities, such as zero-cost collars and forward sale contracts. Additionally, each Company director and officer is prohibited from purchasing the Company’s securities on margin, borrowing against any account in which the Company’s securities are held, or pledging of shares effectivethe Company’s securities as of February 12, 2013, butcollateral for a loan; however, this prohibition does not apply to pledges of the Company’s securities in effect prior to February 12, 2013. The Insider Trading Policy does require, however, that existing pledges be minimized and terminated as soon as practicable.

The Whistleblower Policy was established to set forth the Audit Committee’s procedures to receive, retain, investigate and act on complaints and concerns of employees and stockholders regarding accounting, internal accounting controls and auditing matters, including complaints regarding attempted or actual circumvention of internal accounting controls. Accounting complaints may be made directly to the Chairman of the Audit Committee in writing as follows: Audit Committee Chairman, c/o Altra Industrial Motion Corp., 300 Granite Street, Suite 201, Braintree, Massachusetts 02184. A copy of the Audit Committee’s Whistleblower Policy and procedures may be requested from the Corporate Secretary, Altra Industrial Motion Corp., 300 Granite Street, Suite 201, Braintree, Massachusetts 02184.

Succession Planning

The Board of Directors recognizes that a sudden or unexpected change in leadership could cause the Company to experience management transition issues that could adversely affect the Company’s operations, relations with employees and results. TheAltra strives to create and maintain a respectful, rewarding, diverse, and inclusive work environment that allows our employees to develop meaningful careers. Working with Altra’s management team, the Board and Compensation Committee oversee matters including succession planning and development, compensation, benefits, talent recruiting and retention, employee engagement and diversity and inclusion. Moreover, the Board of Directors and Altra’s management team believe that having a robust succession planning process in place is one critical element of a comprehensive program of good corporate governance. As a result, the Board and the Governance Committee has developed and periodically reviews areview succession planplans for the Chief Executive Officer position and other key executive positions.

Communication with Directors

Stockholders or other interested parties wishing to communicate with the Board, thenon-employee directors, or any individual director may do so by contacting the Lead Director of the Board by mail, addressed to Lead Director, c/o Altra Industrial Motion Corp., 300 Granite Street, Suite 201, Braintree, Massachusetts 02184.

All communications to the Board will remain unopened and be promptly forwarded to the Lead Director, who shall in turn forward them promptly to the appropriate director(s). Such items as are unrelated to a director’s duties and responsibilities as a Board member may be excluded from this policy by the Lead Director, including, without limitation, solicitations and advertisements; junk mail; product-related communications; job referral materials such as resumes; surveys; and material that is determined to be illegal or otherwise inappropriate. Before being discarded, the director(s) to whom such information is addressed is generally informed that the information has been removed, and that it will be made available to such director(s) upon request.

OUR EXECUTIVE OFFICERS

The following table sets forth names, ages and positions of the persons who are our executive officers as of March 13, 2018:17, 2021:

Carl R. Christenson, 58,61, has been our Chairman since April 2014, our Chief Executive Officer since January 2009 and a director since July 2007. Prior to his current position, Mr. Christenson served as our President and Chief Operating Officer from January 2005 to December 2008. From 2001 to 2005, Mr. Christenson was the President of Kaydon Bearings, a manufacturer of custom-engineered bearings and a division of Kaydon Corporation. Prior to joining Kaydon, Mr. Christenson held a number of management positions at TB Wood’s Incorporated and several positions at the Torrington Company. Mr. Christenson currently serves as a director at IDEX Corporation, a NYSE listed industrial manufacturer of highly engineered products. Mr. Christenson previously served as a director at Vectra Co., f/k/a OM Group, Inc., a NYSE listed technology-driven diversified industrial company, from 2014 to 2015. Mr. Christenson also is a member of the Board of Trustees of Manufacturers Alliance for Productivity and Innovation. Mr. Christenson holds a M.S. and B.S. degree in Mechanical Engineering from the University of Massachusetts and an M.B.A. from Rensselaer Polytechnic. In addition to more than twenty-five years of experience in manufacturing companies, Mr. Christenson brings vast knowledge of the Company’s business, structure, history and culture to the Board and the CEO position.

Christian Storch, 58,61, has been our Executive Vice President since December 2019 and our Chief Financial Officer since December 2007. From 2001 to 2007, Mr. Storch was the Vice President and Chief Financial Officer at Standex International Corporation (“Standex International”). Mr. Storch also served on the Board of Directors of Standex International from October 2004 to December 2007. Mr. Storch also served as Standex International’s Treasurer from 2003 to April 2006 and Manager of Corporate Audit and Assurance Services from July 1999 to 2003. Prior to Standex International, Mr. Storch was a Divisional Financial Director and Corporate Controller at Vossloh AG, a publicly held German transport technology company. Mr. Storch has also previously served as an Audit Manager with Deloitte & Touche LLP. Mr. Storch holds a degree in business administration from the University of Passau, Germany.

Glenn E. Deegan, 51,54, has been our Executive Vice President since December 2019 and our Vice President, Legal and Human Resources, General Counsel and Secretary since June 2009. Prior to his current position, Mr. Deegan served as our General Counsel and Secretary since September 2008. From March 2007 to August 2008, Mr. Deegan served as Vice President, General Counsel and Secretary of Averion International Corp., a publicly held global provider of clinical research services. Prior to Averion, from June 2001 to March 2007, Mr. Deegan served as Director of Legal Affairs and then as Vice President, General Counsel and Secretary of MacroChem Corporation, a publicly held specialty pharmaceutical company. From 1999 to 2001, Mr. Deegan served as Assistant General Counsel of Summit Technology, Inc., a publicly held manufacturer of ophthalmic laser systems. Mr. Deegan previously spent over six years engaged in the private practice of law and also served as law clerk to the Honorable Francis J. Boyle in the United States District Court for the District of Rhode Island. Mr. Deegan holds a B.S. from Providence College and a J.D. from Boston College.College Law School.

Gerald P. Ferris, 68, has been our Vice President of Global Sales since May 2007 and held the same position with Power Transmission Holdings, LLC, our predecessor, since March 2002. He is responsible for the worldwide sales of our broad product platform. Mr. Ferris joined our predecessor in 1978 and since joining has held various positions. He became the Vice President of Sales for Boston Gear in 1991. Mr. Ferris holds a B.A. degree in Political Science from Stonehill College.

Todd B. Patriacca, 48,51, has been our Vice President of Finance, Corporate Controller and Treasurer since February 2010. Prior to his current position, Mr. Patriacca served as our Vice President of Finance, Corporate

Controller and Assistant Treasurer since October 2008 and previous to that, as Vice President of Finance and Corporate Controller since May 2007 and as Corporate Controller since May 2005. Prior to joining us, Mr. Patriacca was Corporate Finance Manager at MKS Instruments Inc. (“MKS”), a semi-conductor equipment manufacturer since March 2002. Prior to MKS, Mr. Patriacca spent over ten years at Arthur Andersen LLP in the Assurance Advisory practice. Mr. Patriacca is a Certified Public Accountant and holds a B.A. in History from Colby College and an M.B.A. and an M.S. in Accounting from Northeastern University.

Craig Schuele, 54,57, has been our Executive Vice President since December 2019 and our Vice President of Marketing and Business Development since May 2007 and held the same position with our predecessor since July 2004. He is responsible for global marketing as well as coordinating Altra’s merger and acquisition activity. Prior to his current position, Mr. Schuele was our Vice President of Marketing since March 2002, and previous to that he was our Director of Marketing. Mr. Schuele joined our predecessor in 1986 and holds a B.S. degree in Management from Rhode Island College.

COMPENSATION DISCUSSION AND ANALYSIS

The following discussion provides an overview and analysis of our compensation programs and policies and the major factors that shape the creation and implementation of those programs and policies. In this discussion and analysis, and in the more detailed tables and narrative that follow, we will discuss compensation and compensation decisions for fiscal 20172020 relating to the following persons, whom we refer to as our named executive officers:officers or our NEOs:

Carl R. Christenson, Chairman and Chief Executive Officer;

Christian Storch, Executive Vice President and Chief Financial Officer;

Gerald P. Ferris, Vice President of Global Sales;

Glenn E. Deegan, Executive Vice President, Legal and Human Resources, General Counsel and Secretary; and

Craig Schuele, Executive Vice President of Marketing and Business Development.Development; and

Todd B. Patriacca, Vice President of Finance, Corporate Controller and Treasurer.

Executive Summary

Overview

The Compensation Committee believes that executive compensation should be structured to encourage and reward performance that leads to meaningful results for the Company. Both our cash and equity incentive compensation programs are tied primarily to performance metrics designed to measure sales and earnings growth and working capital management of Altra. Our strategy is to compensate our executives at competitive levels through programs that emphasize performance-based incentive compensation in the form of annual cash payments and equity-based awards. Our executives have the opportunity to earn above-median compensation for above-market performance while below-market performance will result in below-median compensation.

Operating Performance

During 2017,Fiscal 2020 presented our teams with unique and unprecedented challenges as we sawnavigated the industrial economycomplexities introduced by the global pandemic. By leveraging our resilient business model, financial discipline, and world-class Altra Business System (ABS), we responded to these challenges to deliver excellent financial results and advance our key strategic priorities. The broad diversity of our end markets and our ability to act nimbly to control costs through the pandemic allowed us to generate strong cash flow, deliver excellent working capital performance, and continue to make significant progress de-levering our balance sheet.

Our top priority is always the safety of our employees. In the first quarter of 2020, we formed a Pandemic Response Team to identify and assess risks and develop countermeasures consistent with guidance from national, state, and local governmental and health authorities. We quickly implemented a variety of best practices including travel restrictions, work-from-home policies for employees able to work remotely, social distancing, the use of personal protective equipment, temperature monitoring, enhanced cleaning protocols, contact tracing protocols, and other safety best practices to protect our employees. In addition, we formed a Business Continuity Task Force charged with ensuring continuity of supply for our customers. Despite the fact that 13 of our 53 global manufacturing facilities were temporarily shut down for varying lengths of time as a whole,result of the pandemic and local government mandates during the majorityperiod from February 2020 to April 2020, we experienced minimal supply chain disruption, attributed in part to the essential nature of Altra’s products and business.

We also took several proactive measures to protect the Company’s balance sheet and strengthen our liquidity position, including, among other things:

With respect to our MICP, the Compensation Committee established performance targets in the first quarter of 2020, before the full impact of the pandemic was known. Despite the impact of the pandemic on the Company’s business, the Committee did not adjust 2020 MICP performance goals nor did it use discretion in determining bonus payouts for executive officers.

During 2020, even as we managed through the pandemic, we continued to focus on executing against our well-established strategic priorities, which include:

For the full year of 2020, we reported net sales of approximately $1.73 billion, a decline of approximately 6% from the prior year. The decline in net sales was primarily due to the effects of the COVID-19 pandemic and its impact on the local economy. The combination of our served end markets, continueprudent management of costs and our year-long focus on continuing to improve. As a result, we reported sales growth of 23.7%, or 4.2% excluding acquisitions, for the year. We also continued to execute ondeploy our strategic initiatives which helped drive an improvement innon-GAAP operating income which is thenon-GAAP operating incomefrom operations as reported in the Company’s earnings release filed as an exhibit to the Company’s Form8-K8-K/A filed with the SEC on February 21, 2018, and allowed us to continue to return funds to shareholders through16, 2021 (the “2020 Earnings Release”). In 2020, we reported non-GAAP net income from operations of $186.9 million, an increase over the payment of our dividend. In 2017, GAAP diluted earnings per share grew 84% to $1.78 andprior year despite the reduction in sales occasioned by the global pandemic. non-GAAPNon-GAAP diluted earnings per share as reported in the 2020 Earnings Release was $2.88, an increase compared to the prior year and the strongest in Altra’s history. We also generated $229 million in non-GAAP free cash flow in 2020 as reported in the 2020 Earnings Release, which allowed us to pay down approximately $160 million of debt and make significant progress de-levering our balance sheet. We exited the year with Net Debt to Non-GAAP Adjusted EBITDA leverage as reported in the 2020 Earnings Release below 3.2x, which substantially exceeded our expectations and advanced us toward reaching our target leverage levels of between 2.0x to 3.0x.

Our 2020 non-GAAP adjusted EBITDA, which is thenon-GAAP diluted earnings per shareadjusted EBITDA reported in the Company’s earnings releaseslide deck filed as an exhibit to the Company’s Form8-K8-K/A filed with the SEC on February 21, 2018, grew 31.4%16, 2021 further adjusted to $2.05. The integrationexclude the impact of our Stromag business, which was acquired on December 30, 2016, has gone wellcertain other items such as realized and that business was accretiveunrealized gains and losses resulting from changes in 2017. Finally, our stock price continued to increase during 2017currency exchange rates and this increase, together with our quarterly dividends, resulted in a total shareholder return for 2017 that exceeded 35%

Our 2017non-GAAP adjusted EBITDA, which is thenon-GAAP adjusted EBITDA reported in the Company’s charts filed as an exhibit tosale or disposition of fixed assets, restructuring and consolidation costs, and the Company’s Form8-K filed with the SEC on February 21, 2018,impact of intangible asset impairments, was approximately $128.9$375.3 million, which exceeded thenon-GAAP adjusted EBITDA target of $123.7 million, our 2017$350.0 million. Our 2020 working capital turns were 4.36,6.63, which exceeded the working capital turns management target of 4.22, and5.92. Our core growth was -5.95% which was lower than our core growth target of -4.20%. Our record non-GAAP adjusted diluted earnings per share of $2.05$2.88 exceeded thenon-GAAP adjusted diluted earnings per share target of $1.82, resulting in$2.60. As a result of these above-target results, our named executive officers received an annual cash incentive payout equal to approximately 169.7%174.7% of target under our Management Incentive Compensation Plan for our named executive officers. Our return on invested capital (“ROIC”) for 2017 was approximately 9.04%, which was below our 2017 ROIC target of 9.25%. As a result, our named executive officers received payouts equal to approximately 89.5% of target for the portion of their 2017 performance share awards tied to 2017 ROIC. Our total shareholder return on (“TSR”) for the three year period ended December 31, 2017 was approximately 76.45%, or at the 87^th percentile (ranking #3 out of 16) of ourPlan.

performance share peer group. As a result, our named executive officers received payouts equal to approximately 150.0% of target for the portion of their 2015 performance share awards tied to TSR for the three year period from January 1, 2015 to December 31, 2017.

Elements of Compensation

Total compensation for our executive officers consists of the following elements of pay:

20172020 Compensation Structure

TheIn July 2018, in connection with the anticipated closing of the Fortive Transaction which substantially increased the size of the Company’s business, the Compensation Committee receivedengaged the services of FW Cook and FW Cook delivered a series of reports from FW Cook duringevaluating the second halfCompany’s compensation peer group and the design and competitiveness of 2014the Company’s compensation programs, including the executive compensation program (the “2014“2018 FW Cook Reports”), which among other things: (i). The 2018 FW Cook Reports recommended certain changes to the Company’s compensation peer group; (ii)group to better reflect the size and business model characteristics of the new, combined Company. The 2018 FW Cook Reports also (i) indicated that certain executive officer base salaries were below and in some cases were significantly below, median market levels and could be increased to more closely reflect market median levels as part of the Company’s annual salary review process; and (iii)levels; (ii) indicated that the total target annual cash compensation (the sum of base salary and target bonus) and the total target direct compensation (the sum of base salary, target bonus and the annualized grant date present value of long-term incentive grants) for the Company’s executive officers generally were positioned near or below the 25^th percentile of market practice; and in some cases were significantly below, market median levels.(iii) recommended adjustments to target compensation levels for certain executives to recognize the expansion of responsibilities, to support a pay-for-performance orientation for the combined Company, and to promote retention.

Based on its review of the compensation of the Company’s executives and taking into account the findings and recommendations in the 20142018 FW Cook Reports, the Compensation Committee approved certain changes to compensation levels and structure beginning in 2015. For 2017, our compensation levels and structure continued to reflect the changes implemented in 20152019 including, without limitation, the following:

In 2020, the Compensation Committee again engaged the services of FW Cook to review the competitive positioning of the Company’s executive compensation program. The Compensation Committee received a report from FW Cook (the “2020 FW Cook Report”), which among other things: (i) reported that, in the aggregate, the total target direct compensation (the sum of base salary, target bonus and the annualized grant date present value of long-term incentive grants) for the Company’s executive officers generally approximated the median of market practice; (ii) indicated that long-term incentive compensation was generally aligned with the market median; and (iii) reported that the mix of components comprising both total target direct compensation and long term incentive compensation was generally aligned with the average of the Company’s peer group.

Practices and Policies to Promote Effective Compensation Governance

Examples of practices and policies that the Committee has implemented to ensure effective governance of compensation plans include:

Personnel and Compensation Committee

The Compensation Committee of the Board of Directors, as further discussed in this Proxy Statement under the caption “Committees of the Board of Directors,” has responsibility for establishing, implementing, and monitoring adherence with the Company’s compensation program. The role of the Compensation Committee is to oversee, on behalf of the Board and for the benefit of the Company and its stockholders, the Company’s compensation and benefit plans and policies, to review and approve equity grants to directors and executive officers and to determine and approve annually all compensation relating to the CEO and the other executive

officers of the Company. The Compensation Committee utilizes the Company’s Human Resources Department and reviews data from market surveys and proxy statements to assess the Company’s competitive position with respect to base salary, annual incentives, and long-term incentive compensation. The Compensation Committee has the authority to engage the services of independent compensation consultants and engaged Frederic W.FW Cook & Co., Inc. (“FW Cook”) in 2011, 2014 and 20172020 to conduct reviewsa review of the competitiveness of the Company’s executive andnon-employee director compensation programs and also engaged FW Cook to review the Company’s change in control agreements with its executives in 2015.programs. The Compensation Committee meets annually to review executive compensation programs, determine compensation levels and performance targets, review management performance, and approve final executive bonus distributions.

executive officers with those of our stockholders by rewarding our executives based on increases in ourabsolute and relative stock price performance over time through awards of restricted stock and performance shares.shares, as well as through grants of stock options.

How We Determine the Amounts We Pay

The Compensation Committee utilizes the Company’s Human Resources Department and reviews data from market surveys and proxy statements to assess the Company’s competitive position with respect to base salary, annual incentives, and long-term incentive compensation. The Compensation Committee engaged FW Cook in

2011, 2014 and 2017 2018 to assist it in assessing and recommending changes to the Company’s compensation peer group and to conduct reviews ofin reviewing the competitiveness of the Company’s executive compensation programs andnon-employee director engaged FW Cook again in 2020 to review the competitiveness of the Company’s executive compensation programs.

Compensation Peer Group

Based on the recommendations in the 2014 FW Cook Reports, theThe Compensation Committee established the below compensation peer group for 20172020 compensation decisions.

We believe that our compensation peer group for 20172020 is representative of the market in which we compete for talent. The size of the group has been established so as to provide sufficient benchmarking data across the range of senior positions in our Company. Our compensation peer group companies were chosen because they are similar to Altra in terms of size, industry, and business mix. We believe the quality of these organizations will allow Altra to maintain a high level of continuity in the peer group, providing a consistent measure for benchmarking compensation. Our revenues and market capitalization were in the median range of the peer companies at the time of the 20142018 FW Cook Reports. In June 2017, FW Cook performed another reviewReports and remain reasonably aligned with the median range of the Company’s compensation peer group and the recommendations from the 2017 FW Cook report were considered in establishing the Company’s compensation peer group for 2018.companies.

Base Salary

Base salaries for executives are determined by the Compensation Committee or the Board based upon job responsibilities, level of experience, individual performance, comparisons to the salaries of executives in similar positions at other companies within the compensation peer group, as well as internal comparisons of the relative compensation paid to the members of our executive team.

In addition, our CEO makes recommendations to the Compensation Committee with respect to the base compensation of our executives other than himself. In the case of the CEO, the Compensation Committee evaluates his performance and makes a recommendation of base compensation to the Board. These recommendations are then evaluated, discussed, modified as appropriate and ultimately approved by the Compensation Committee or the Board. Pursuant to the employment agreements the Company has entered into with Messrs. Christenson and Storch, the Board may not reduce, but may increase, their base salaries so long as their employment agreements are in effect. For further discussion of the employment agreements, see the section entitled “Employment Agreements” in this Proxy Statement.

On February 8, 2017,10, 2020, the Compensation Committee approved increases to the 20172020 base salary compensation for the followingour named executive officers generally in line with the overall merit increase budget for our

employee population after a review of competitive market data and consideration of the 20142018 FW Cook Reports, which indicated that certain executive officer base salaries were below, and in some cases were significantly below, median market levels and could be increased to more closely reflect market median levels as part of the Company’s annual salary review process.Reports. For the year 2017,2020, the named executive officers received base salaries as set forth in the table below.

Capital Turns Multiplier of 1.01,1.90, (iii) core growth of -5.95% which was lower than the core growth target resulting in a Core Growth Multiplier of 0.84; and (iii) sales of approximately $876.7 million and(iv) non-GAAP adjusted diluted earnings per share of $2.05$2.88 which exceeded the EPS target and resulted in a Sales/an EPS Multiplier of 1.40.1.30. Based upon these results, the Compensation Committee approved bonuses to each of Messrs. Christenson, Storch, Ferris, Deegan, Schuele and SchuelePatriacca as set forth in the table below. Despite the impact of the pandemic on the Company’s business, the Committee did not adjust MICP performance goals nor did it use discretion in determining bonus payouts for executive officers.

The following tables illustrate the calculation of the 2020 bonus payments for the named executive officers.

Any bonuses earned are fully paid in cash following the end of the year earned and after the completion of the consolidated financial statement audit.

To further clarify the bonus calculation, the following is an example calculation for Mr. Christenson:

Calculation of CFF

The 20142018 FW Cook ReportsReport and 2020 FW Cook Report noted, among other things, that the total target direct compensation (the sum of base salary, target bonus and the annualized grant date present value ofCompany’s long-term incentive grants) forprogram was performance-based, supported the Company’s executive officers were below,retention objective, and in some cases were significantly below, market median levels. The 2014 FW Cook Reports further noted that, on average, the Company’s compensation peer group delivered a more significant portion of their long term incentive awards using components such as stock options or performance share awards. As a result, the 2014 FW Cook Reports recommended that consideration be given to increasing the portion of long term incentive awards attributable to performance share awards. After considering the information and recommendations contained in the 2014 FW Cook Reports and additional competitive market data, the Compensation Committee decided (i) to increase long term incentive award target percentages for the Company’s executive officers to bring total target direct compensation for those executives more in linegenerally was aligned with market median levels; and (ii) to increase the portion of the Company’s long term incentive award program attributable to performance share awards beginning in 2015.best practice.

The Compensation Committee has established a target long-term incentive opportunity for each executive officer which represents a percentage of base salary to be received annually by the executive officer as a grantin the form of grants of time vested restricted stock.stock units (“RSUs”) and stock options. In setting the target percentage of base salaryaward level for the restrictedRSU and stock award grant,option grants, the Compensation Committee considers compensation peer group benchmarking data and recommendations and data provided by FW Cook, such as the data contained in the 2014 FW Cook Reports. The Compensation Committee may then adjust the incentive grant upwards or downwards in its discretion. For 2017, Messrs. Christenson, Storch, Ferris, Deegan and Schuele have target restricted stock award grant percentages equal to 150%, 50%,

50%, 50% and 45% of their respective base salaries.Cook. On February 8, 2017,10, 2020, the Compensation Committee approved the following grants of restrictedRSUs and stock options for each of the named executive officers set forth below:

The Compensation Committee did not adjust any of the above grants from the target percentage.

The Compensation Committee has also established a target long-term incentive opportunity for each executive officer which represents a percentage of base salary to be received annually by the executive officer as a performance share award. In setting the target percentage of base salaryaward level for the performance share award, grant, the Compensation Committee considered compensation peer group benchmarking data and data contained in the 2014 FW Cook Reports. For 2017, Messrs. Christenson, Storch, Ferris, Deegan and Schuele had target performance share award grant percentages equal to 75%, 50%, 50%, 50% and 45% of their respective base salaries.data.

The performance objective for fifty percent (50%) of the 2017 performance share awards was a targeted amount of return on invested capital (“ROIC”) established by the Compensation Committee of the Company over a measurement period of one year beginning on January 1, 2017 and ending on December 31, 2017. The Committee believes ROIC provides a useful measure of how efficiently the Company uses its capital and whether adequate returns from that capital are achieved. The Committee further believes that ROIC is closely correlated with the creation of shareholder value. Award payouts for the performance shares are based on the percentage of the performance target achieved. The percentage of the award earned at the end of the performance cycle based on the performance target can range between 0%, for achievement of less than approximately 83% of the performance target, and 200%, for achievement of approximately 111% of the performance target. Once the amount of the performance share award is fixed based upon achievement of the target performance objective, the awards will be paid in restricted common stock, which restricted stock will vest on the second anniversary of the issuance date. The chart below details results certified by the Compensation Committee compared to the 2017 ROIC goal:

Information regarding the 2017 Performance Share grantsnumber of 2020 performance share awards granted to named executive officers and the grant date fair value of such performance share awards, calculated in accordance with ASC Topic 718, is set forth in the table below.

Discretionary Equity Incentive Compensation

In addition to long-term equity-based compensation, the Compensation Committee has recognized that certain special situations may arise where the Company may benefit from an employee significantly exceeding expectations and that such performance may warrant additional compensation. The Compensation Committee therefore granted our CEO the authority to award up to an aggregate of 25,000 shares of restricted stock in 2017 to Company employees, on such terms, including vesting periods, as the CEO may determine in his discretion, for services the CEO determines to be beneficial to the Company and above and beyond the scope of such employee’s regular services. No named executive officers received discretionary stock awards granted by our CEO during 2017.

Other Benefits

We have a 401(k) plan in which the named executive officers currently participate. We also had a frozen defined benefit plan, which was terminated effective June 30, 2017, from which Messrs. Ferris and Schuele were eligible to receive benefits. We also provide life, disability, medical and dental insurance as part of our compensation package. The Compensation Committee considers all of these plans and benefits when reviewing the total compensation of our executive officers.

For 2017,2020, the 401(k) plan offered a company match of $1.00 for every $1.00 contributed by a named executive officer to the plan up to 3% of the executive officer’s eligible compensation and $0.50 for every $1.00

contributed by a named executive officer to the plan for the next 2% of the executive officer’s eligible compensation (for an aggregate maximum total matching contribution of up to 4% of eligible compensation) subject to applicable IRS maximums. For 2017,2020, the Company also contributed an amount equal to 2% of a named executive officer’s eligible compensation to their account regardless of the amount of the contributions made by the named executive officer.

Messrs. Ferris and Schuele previously participatedThe Company also affords executive officers the opportunity to participate in the Colfax PT Pension Plan; however, on December 31, 1998 participation inAltra Industrial Motion Corp. Savings Advantage Plan, an unfunded, non-qualified deferred compensation plan (the “Savings Advantage Plan”). The Savings Advantage Plan contains two different benefit types, an excess deferral benefit and benefits accrueda first dollar benefit. The excess deferral benefit allows a participant to defer compensation under such plan were frozen, and effective as of June 30, 2017 the plan was terminated.upon reaching the compensation limit under Internal Revenue Code Section 401(a)(17) in place under our 401(k) plan. Deferrals made under the excess deferral benefit are eligible for the same matching and company contributions described above under our 401(k) plan. The first dollar benefit allows participants to defer compensation under the plan. There is no matching or company contribution applicable to the dollar deferrals. The Company commencedmay also make additional discretionary contributions under the plan termination processSavings Advantage Plan. All deferrals and distributed a portioncontributions under the Savings Advantage Plan are recorded in bookkeeping accounts for the benefit of the plan assetsparticipants and deemed invested in December 2017. Messrs. Ferris and Schuele each received lump sum payments as part of that distribution. Following these distributions, Messrs. Ferris and Schuele are no longer entitled to receive benefitsinvestments available under the 401(k) plan.

The named executive officers are provided with the same short-term and long-term disability benefits as our other salaried employees. Additionally, the named executive officers are provided with life insurance and supplemental long-term disability benefits that are not available to all salaried employees.

Perquisites

We do not provide the named executive officers with perquisites or other personal benefits such as company vehicles, club memberships, financial planning assistance, tax preparation or other similar benefits with the exception of Mr. Ferris, our Vice President of Global Sales, who as a sales executive has use of a company-leased automobile.benefits.

Stock Ownership Guidelines

The Compensation Committee has established stock ownership guidelines for certain of the Company’s senior executive positions, including those held by Messrs. Christenson, Storch, Ferris, Deegan, Schuele and Schuele,Patriacca, pursuant to which such executives should retain the value of Company stock equal to the following:

The following categories satisfy a participant’s ownership guidelines: (i) shares of common stock owned directly; (ii) shares of common stock owned indirectly (e.g., by a spouse or a trust); (iii) shares of common stock represented by amounts invested in a 401(k) plan or deferred compensation plan maintained by the Company or an affiliate; and (iv) restricted stock (vested and unvested), earned performance shares (vested and unvested), restricted stock units (vested and unvested), or phantom stock. Unexercised options, unearned performance shares, and pledged shares are not counted toward meeting the guidelines. All of these executive officers have a five (5) year period to accumulate the specific values referenced above. As of March 13, 2018,17, 2021, all of our named executive officers were in compliance with the stock ownership guidelines.

The Company’s Board of Directors has the discretion to enforce the stock ownership guidelines on acase-by-case basis. Violations of the Company’s stock ownership guidelines may, without limitation and in the Board’s discretion, result in the participant not receiving future grants of long-term incentive plan awards or annual equity retainer or result in the participant being required to retain all or a portion of future grants of long-term incentive plan awards or annual equity retainer until compliance is achieved.

Clawback Policy

The Company has adopted a clawback policy that permits us to seek to recover certain amounts of incentive compensation, including both cash and equity, granted on or after January 1, 2017 to any current or former executive officer (as defined in the Securities Exchange Act of 1934, as amended, and the listing standards of the national securities exchange on which the Company’s securities are listed) or such other senior executive who engaged in fraud or material misconduct, if payment of such compensation was based on the achievement of financial results that were subsequently the subject of a restatement of our financial statements due to fraud or material misconduct, and the executive engaged in improper conduct that materially contributed to the need for restatement, and a lower amount of incentive compensation would have been earned based on the restated financial results.

Tax and Accounting Considerations

Section 162(m) of the Internal Revenue Code of 1986, as amended generally places a limit of $1,000,000 on the amount of compensation that we may deduct in any one year with respect to our Chief Executive Officer, Chief Financial Officerapplicable named executive officers. Prior to the Tax Cuts and eachJobs Act of 2017, this limit generally did not apply to compensation that met the next three most highly compensated executive officers.tax code exception for “qualifying performance-based compensation.” The Compensation Committee considers the anticipated tax treatment to the Company and its executive officers when reviewing the executive compensation programs. However, the Compensation Committee will not necessarily seek to limit executive compensation to amounts deductible under Section 162(m), particularly given the sweeping elimination of the exception for “qualified performance-based compensation,” as the Compensation Committee wishes to maintain flexibility to structure our executive compensation programs in ways that best promote the interests of the Company and its stockholders.

Change of Control Matters, Employment Contracts and Other Agreements

Employment Agreements

Two of our named executive officers, Messrs. Christenson and Storch, have entered into employment agreements with us. Mr. Christenson entered into his employment agreement in early January 2005, which was subsequently amended on March 3, 2009 (with such amendment effective as of January 1, 2009). The initial term of Mr. Christenson’s amended employment agreement expired on December 31, 2013, but the term of the agreement automatically renews for successiveone-year terms unless either Mr. Christenson or Altra terminates the agreement upon 6 months prior notice to such renewal date. Mr. Storch entered into his employment

agreement in December 2007, which was subsequently amended on November 5, 2012. The initial term of Mr. Storch’s amended employment agreement expired on December 31, 2013, but the term of the agreement automatically renews for successiveone-year terms unless either Mr. Storch or Altra terminates the agreement upon 6 months prior notice to such renewal date. Each of the employment agreements contain usual and customary restrictive covenants, including 12 monthnon-competition provisions andnon-solicitation/no hire of employees or customers provisions,non-disclosure of proprietary information provisions andnon-disparagement provisions. In the event of a termination by the Company without “cause” or by the Executive for “good reason,” Messrs. Christenson and Storch are entitled to severance equal to 12 months’ salary, continuation of medical and dental benefits for the12-month period following the date of termination, and an amount equal to theirpro-rated bonus for the year of termination. In addition, upon such termination, all of Mr. Christenson’s unvested equity awards and fifty percent of Mr. Storch’s unvested equity awards received from our Incentive Plan shall automatically vest. Any payments upon termination are subject to certain conditions including compliance with thenon-competition,non-solicitation,non-disclosure andnon-disparagement provisions described above. Under the terms of his employment agreement, upon his death or disability, fifty percent of Mr. Storch’s unvested equity awards received from the Company’s IncentiveAltra Equity Plan shall automatically vest.

Under the agreements, each of Messrs. Christenson and Storch is also eligible to participate in all compensation or employee benefit plans or programs and to receive all benefits and perquisites for which the Company’s salaried employees generally are eligible under any current or future plan or program on the same basis as other senior executives of the Company.

Change of Control Provisions

Pursuant to the terms of the employment agreements discussed above under the caption “Employment Agreements,” we provide benefits to Messrs. Christenson and Storch upon termination of employment from the Company under certain circumstances. The benefits described under the caption “Employment Agreements” are in addition to the benefits to which the executives would be entitled upon a termination of employment generally (i.e. vested retirement benefits accrued as of the date of termination, stock awards that are vested as of the date of termination and the right to elect continued health coverage pursuant to COBRA).

The Company has entered into change of control agreements, effective as of February 16, 2015, with each of our named executive officers (collectively, the “Executives”). These agreements replaced prior change of control agreements which were effective as of October 28, 2008, to, among other things, (a) change the multiple of base salary and target bonus that certain Executives would be entitled to receive and (b) replace the golden parachute excise taxgross-up provision with a“net-better cutback” provision. The change of control agreements provide that, subject to certain conditions, including compliance withnon-competition,non-solicitation,non-disclosure andnon-disparagement provisions, in the event that (a) the Executive is terminated without cause or such Executive terminates employment for good reason within 24 months following a change of control of the Company (as defined in the change of control agreements) or (b) the Executive is terminated without cause in anticipation of a change of control of the Company within 90 days prior to such change of control (each, a “triggering event”), such Executive will be entitled to certain benefits. Such benefits include (i) a lump sum amount payable in cash equal to the sum of (A) a multiple (shown below for each of the named executive officers) of the Executive’s annual base salary then in effect and (B) a multiple (shown below for each of the “named executive officers”) of the Executive’s target bonus amount for the year of termination and (ii) continuation of medical and dental benefits for up to 18 months (period shown below for each of the “named executive officers”) following the date of termination. In addition, upon termination following a change of control, the Executive will be entitled to an amount equal to such Executive’spro-rated bonus for the year of

termination and all of such Executive’s outstanding equity incentive awards will automatically vest in full and be exercisable as of the date of termination.

Because Messrs. Christenson and Storch also have employment agreements with the Company, the change of control agreements for these Executives provide that in the event of a triggering event, such Executive shall be entitled to receive benefits and payments under only one of the employment agreement or the change of control agreement, whichever is more favorable to the Executive at the time of such triggering event.

As more fully discussed in the caption “2014 Omnibus Incentive Plan” in this Proxy Statement, the Compensation Committee has the authority to effect immediate vesting of various employee incentive awards upon a change of control of Altra. The Compensation Committee may provide that any time prior to a change in

control, any outstanding stock options, stock appreciation rights, stock units and unvested cash awards shall immediately vest and become exercisable and any restriction on restricted stock awards or stock units shall immediately lapse. In addition, the Compensation Committee may provide that all awards held by participants who are in our service at the time of the change of control, shall remain exercisable for the remainder of their terms notwithstanding any subsequent termination of a participant’s service.

Executive Severance Policy

The Compensation Committee has approved an Executive Severance Policy,Plan, amended and restated effective as of November 1, 2008,February 12, 2019, applicable to certain executive officers of the Company, including threeour named executive officers Gerald P. Ferris, Glenn E. Deegan and Craig Schuele (collectively for the purposes of this subsection, the “Participants”). The Executive Severance PolicyPlan provides that, subject to certain conditions including compliance withnon-competition,non-solicitation,non-disclosure andnon-disparagement provisions, in the event that a Participant is terminated without cause by the Company, such Participant for a period of 24 months for the CEO and 12 months for the other named executive officers following such termination (the “Severance Period”) will be entitled to (i) continue receiving his or her base salary, (ii) receive a cash payment equal to 100% of the Participant’s target annual bonus during the Severance Period and paid out in equal installments over the Severance Period; and (iii) continue to receive coverage under the Company’s group medical and dental benefits for a period of 12 months following such termination.insurance plans. In the event a Participant enters into a written agreement with the Company regarding severance, including a change of control agreement, the terms and conditions of such written agreement shall control with respect to the termination circumstances covered by such agreement and the Participant shall not be eligible to receive benefits under this policy.

Because Messrs. Christenson and Storch also have employment agreements with the Company, the Executive Severance Plan provides that in the event of a triggering event, such Participant shall be entitled to

receive benefits and payments under only one of the employment agreement or the Executive Severance Plan, whichever is more favorable to the Participant at the time of such triggering event.

Amounts payable to our named executive officers due to termination of employment or a change of control under any employment agreements or otherwise are disclosed in further detail in the table entitled “Potential Post-Employment Payments to Named Executive Officers” contained in this Proxy Statement.

Retirement

As part of the acquisition of Power Transmission Holding LLC (“PTH”) from Colfax Corporation, we agreed to assume active pension plan liabilities of PTH, including certain liabilities under its Colfax PT Pension Plan. Messrs. Ferris and Schuele previously participated in the Colfax PT Pension Plan; however, on December 31, 1998, their participation in and benefits accrued under such plan were frozen and, effective as of June 30, 2017, the plan was terminated. The Company commenced the plan termination process and distributed a portion of the plan assets in December 2017. Mr. Ferris received a lump sum payment in the amount of $588,657 and Mr. Schuele received a lump sum payment in the amount of $86,502 as part of that distribution. Following these distributions, Messrs. Ferris and Schuele are no longer entitled to receive benefits under the plan.

Advisory Vote on Executive Compensation

We have conducted advisory votes on executive compensation at each of our Annual Meetings from 2011 to 2017.since 2011. While these votes wereare not binding on the Company, our Board of Directors or our Compensation Committee, we believe that it is important for our stockholders to have an opportunity to vote on this proposal on an annual basis as a means to express their views regarding our executive compensation philosophy, our compensation policies and programs, and our decisions regarding executive compensation, all as disclosed in our proxy statement. Our Board of Directors and our Compensation Committee value the opinions of our stockholders and, to the extent there is any significant vote against the compensation of our named executive officers as disclosed in the proxy statement, we will consider our stockholders’ concerns and the Compensation Committee will evaluate whether any actions are necessary to address those concerns. In addition to our annual advisory vote to approve executive compensation, we are committed to ongoing engagement with our stockholders on executive compensation and corporate governance issues. These engagement efforts take place throughout the year through meetings, telephone calls and correspondence involving our senior management, directors, and representatives of our stockholders.

At the 20172020 Annual Meeting, approximately 98%96% of the votes cast on the advisory vote on executive compensation proposal were in favor of our named executive officer compensation as disclosed in the proxy statement, and as a result our named executive officer compensation was approved. The Board of Directors and Compensation Committee reviewed these final vote results and took them into account in evaluating our executive compensation policies and decisions. As noted above, the Compensation Committee engaged FW Cook in 2011, 2014 and 20172018 to assist in identifying an updated and expanded compensation peer group and in reviewing the competitiveness of the Company’s executive compensation programs and engaged FW Cook again in 2020 to review the competitiveness of the Company’s executive compensation programs.

We have determined that our stockholders should vote on aSay-on-Pay proposal each year, consistent with the preference expressed by our stockholders at the 2011 and 2017 Annual Meetings. It is expected that the next such vote will occur at the 20192022 Annual Meeting of stockholders.Accordingly, our Board of Directors recommends that you vote FOR Proposal 3 at the Annual Meeting. For more information, see“Proposal 3. Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers (“Say on Pay”)” in this proxy statement.Proxy Statement.

COMPENSATION COMMITTEE REPORT

The Personnel and Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis included in this Proxy Statement. Based on this review and discussion, the Personnel and Compensation Committee has recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into our Annual Report onForm 10-K for the fiscal year ended December 31, 2017.2020.

Thomas W. Swidarski (Chairman)

Lyle G. Ganske

Margot L. Hoffman, Ph.D.

COMPENSATION OF NAMED EXECUTIVESEXECUTIVE OFFICERS

Summary Compensation Table

The following table summarizes all compensation paid during fiscal years 2015, 2016,2018, 2019, and 20172020 to our principal executive officer, our principal financial officer and our three other most highly compensated executive officers who were serving as executive officers at December 31, 2017.2020. We refer to these executive officers as the named executive officers.

Summary Compensation Tableofficers or NEOs.

the return on invested capital$659,211. The performance objective (weighted 50% of the total performance share award) at $97,524. The remaining performance objective (weighted 50% of the total performance share award) measures the Company’s TSR against the TSR for a peer group of companies over a measurement period of three years beginning on January 1, 20172020 and ending on December 31, 2019.2022.

Grants of Plan-Based Awards for Fiscal Year 2020

The following table presents information regarding grants of plan-based awards to our named executive officers during the fiscal year ended December 31, 2017.

Grants of Plan-Based Awards for Fiscal Year 20172020.