MSA Safety (MSA) Proxy filing summary

Executive summary

• Annual Meeting scheduled for May 8, 2026, via virtual webcast; record date is February 13, 2026.

• Shareholders will vote on director elections, auditor selection, and executive compensation (Say-on-Pay).

• Company reported $1.9B in net sales for 2025, with a 46.5% gross profit margin and $162M in capital returns to shareholders.

• Proxy materials are primarily distributed electronically to reduce environmental impact.

Voting matters and shareholder proposals

• Election of three directors for terms expiring in 2029: William M. Lambert, Diane M. Pearse, and Nishan J. Vartanian.

• Selection of Ernst & Young LLP as independent registered public accounting firm for 2026.

• Advisory vote to approve executive compensation; prior year approval rate was 97.2%.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of a mix of tenured and newer directors, with six serving ten years or less.

• Seven independent directors; four fully independent board committees.

• Annual election of Non-Executive Chairman and Lead Independent Director.

• Annual board, committee, and individual director assessments; director stock ownership guidelines set at five times annual retainer.

• Board refreshment and retirement policy in place; directors expected to retire at 75 unless extended by the Board.