bwen20220309_def14a.htm

SEC Form DEF 14A filed by Broadwind Inc.

DEF 14A 1 bwen20220309_def14a.htm FORM DEF 14A bwen20220309_def14a.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under §240.14a‑12

BROADWIND, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required.

☐	Fee computed on table below per Exchange Act Rules 14a‑6(i)(1) and 0-11.

	(1)	Title of each class of securities to which transaction applies:

	(2)	Aggregate number of securities to which transaction applies:

	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0‑11 (set forth the amount on which the filing fee is calculated and state how it was determined):

	(4)	Proposed maximum aggregate value of transaction:

	(5)	Total fee paid:

☐	Fee paid previously with preliminary materials.

☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

	(1)	Amount Previously Paid:

	(2)	Form, Schedule or Registration Statement No.:

	(3)	Filing Party:

	(4)	Date Filed:

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3240 South Central Avenue

Cicero, IL 60804

Telephone: 708-780-4800

Dear Fellow Stockholder:

You are cordially invited to attend Broadwind’s Annual Meeting of Stockholders to be held on April 26, 2022 beginning at 8:00 a.m. local time, at Broadwind’s corporate office located at 3240 South Central Avenue, Cicero, Illinois 60804. In light of the novel coronavirus (“COVID-19”) pandemic, the Company also will require that all attendees at the Annual Meeting of Stockholders practice “social distancing” at the Annual Meeting. Any person in attendance who exhibits cold or flulike symptoms, who has been exposed to COVID-19 or who does not follow meeting guidelines may be asked to leave the premises for the protection of the other attendees.

You are being asked to: (i) elect five (5) directors to hold office for a term of one year or until their successors are duly elected and qualified, (ii) cast a non-binding advisory vote to approve the compensation of our named executive officers (“Say-on-Pay” vote), (iii) ratify the third amendment of our Section 382 Rights Agreement designed to preserve Broadwind's substantial amount of net operating loss carry forwards and other tax benefits (the “Rights Plan”), to extend the Rights Plan for another three-year term and adjust the purchase price related to the exercise of the rights thereunder and (iv) ratify the appointment of RSM US LLP as our independent registered public accounting firm for 2022.

Our Board of Directors urges you to read the accompanying Proxy Statement and recommends that you vote FOR all of the proposed nominees for election to the Board, FOR the resolution approving, on a non-binding advisory basis, the compensation of our named executive officers as described in the Proxy Statement, FOR the ratification of the amendment of the Rights Plan, and FOR the ratification of the appointment of RSM US LLP as our independent registered public accounting firm for 2022.

We are again delivering our Proxy Statement and Annual Report under the Securities and Exchange Commission rules that allow companies to furnish proxy materials to their stockholders over the Internet. We will mail to our stockholders on or about March 14, 2022, a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our proxy materials. The Notice and the Proxy Statement include instructions on how you can receive a paper copy of the proxy materials.

We appreciate and encourage stockholder participation in Broadwind’s affairs. Whether or not you plan to attend the Annual Meeting of Stockholders, it is important that your shares be represented. You may vote your shares by telephone or over the Internet. If you received a paper copy of the proxy card by mail, you may vote by signing, dating and mailing the proxy card in the envelope provided. Instructions regarding these three methods of voting are contained on the Notice or proxy card.

Thank you for your cooperation.


	Very truly yours,

	Eric B. Blashford President, Chief Executive Officer and Interim Chief Financial Officer

Cicero, Illinois

March 14, 2022

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BROADWIND, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON APRIL 26, 2022

Notice is hereby given to the holders of the shares of common stock of Broadwind, Inc., a Delaware corporation, that the Annual Meeting of Stockholders (the “Annual Meeting”) will be held at 8:00 a.m. local time on Tuesday, April 26, 2022, at Broadwind’s corporate office located at 3240 South Central Avenue, Cicero, Illinois 60804, to consider and act upon the following matters:

1. To elect the five (5) director nominees named in the attached Proxy Statement to serve on our Board of Directors for a term of one (1) year or until their successors are duly elected and qualified.

2. To cast a non-binding advisory vote to approve the compensation of our named executive officers (“Say-on-Pay” vote).

3. To ratify the third amendment of our Section 382 Rights Agreement designed to preserve Broadwind's substantial amount of net operating loss carry forwards and other tax benefits (the “Rights Plan”), to extend the Rights Plan for another three-year term and to adjust the purchase price related to the exercise of the rights thereunder.

4. To ratify the appointment of RSM US LLP (“RSM”) as our independent registered public accounting firm for 2022.

5. To consider and act upon such other matters as may properly come before the Annual Meeting and any adjournment or postponement thereof.

Only stockholders of record at the close of business on March 7, 2022 are entitled to notice of the Annual Meeting and to vote at the Annual Meeting or any adjournment or postponement thereof. We are again using the “Notice and Access” (Notice of Internet Availability) method of providing proxy materials to our stockholders via the Internet. We believe that this process should provide you with a convenient and quick way to access your proxy materials and vote your shares, while allowing us to conserve natural resources and reduce the costs of printing and distributing the proxy materials. On or about March 14, 2022, we will mail to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our Proxy Statement and Annual Report and vote electronically on the Internet or by telephone. The Notice also contains instructions on how to receive a paper copy of the proxy materials.

We ask that you review the Proxy Statement carefully and return your proxy promptly. Your vote is important. Whether or not you plan to attend the Annual Meeting, we urge you to vote your shares by telephone or over the Internet, as described in the enclosed materials and the Notice. If you received a copy of the proxy card by mail, you may sign, date and mail the proxy card in the envelope provided.


	BY ORDER OF THE BOARD OF DIRECTORS


	Cary B. Wood
	Lead Director of the Board of Directors

Cicero, Illinois

March 14, 2022

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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 26, 2022:

The Notice of Annual Meeting of Stockholders, Proxy Statement and Annual Report on Form 10-K are available on our Internet website, www.bwen.com.

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TABLE OF CONTENTS

Introduction	1

Internet Availability of Proxy Materials	1

Questions and Answers About the Annual Meeting	2

Security Ownership of Certain Beneficial Holders and Management	5

Directors and Director Compensation	6

Corporate Governance	10

Executive Officers	15

Compensation Discussion and Analysis	16

Certain Transactions and Business Relationships	30

Proposals to be Voted Upon	31

Proposal No. 1 Election of Directors	31

Proposal No. 2 Advisory (Non-Binding) Vote to Approve Compensation of Named Executive Officers	32

Proposal No. 3 Ratification of Third Amendment to Section 382 Rights Plan	33

Proposal No. 4 Ratification of Appointment of Independent Registered Public Accounting Firm	33

Other Matters	33

Appendix A-Third Amendment to Section 382 Rights Agreement	A-1

Appendix B-Second Amendment to Section 382 Rights Agreement	B-1

Appendix C-First Amendment to Section 382 Rights Agreement	C-1

Appendix D-Section 382 Rights Agreement	D-1

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BROADWIND, INC.

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 26, 2022

INTRODUCTION

Your proxy is solicited by the Board of Directors (the “Board”) of Broadwind, Inc., a Delaware corporation (the “Company” or “Broadwind”), for the Annual Meeting of Stockholders (the “Annual Meeting”) to be held at 8:00 a.m. local time on Tuesday, April 26, 2022, at Broadwind’s corporate office located at 3240 South Central Avenue, Cicero, Illinois 60804, for the purposes set forth on the Notice of Annual Meeting of Stockholders, and at any adjournment or postponement thereof. The mailing address of our principal executive office is 3240 South Central Avenue, Cicero, IL 60804. We expect that the Notice of Internet Availability of Proxy Materials will first be mailed to stockholders on or about March 14, 2022.

You may vote your shares by telephone or over the Internet. If you receive a paper copy of the proxy card by mail, you may vote by signing, dating and mailing the proxy card in the envelope provided. Instructions regarding these three methods of voting are contained in the Notice of Internet Availability of Proxy Materials or proxy card. Telephone and Internet voting facilities will close at 11:59 p.m., Eastern Daylight Time, on April 25, 2022. If your shares are held in “street name,” you must instruct the record holder of your shares in order to vote.

INTERNET AVAILABILITY OF PROXY MATERIALS

Pursuant to the rules adopted by the Securities and Exchange Commission (the “SEC”), we are furnishing proxy materials to our stockholders primarily via the Internet, rather than mailing paper copies of these materials to each stockholder. We believe that this process expedites stockholders’ receipt of the proxy materials, reduces the costs of the Annual Meeting and helps conserve natural resources. On or about March 14, 2022, we will mail to each stockholder (other than those stockholders who previously had requested electronic or paper delivery) a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access and review the proxy materials, including our Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2021 (the “Annual Report”), on the Internet and how to access a proxy card or voting instructions to vote on the Internet or by telephone. The Notice also contains instructions on how to request a paper copy of the proxy materials. If you receive the Notice by mail, you will not receive a paper copy of the proxy materials unless you request one. If you would like to receive a paper copy of the proxy materials, please follow the instructions included in the Notice. We may at our discretion voluntarily choose to mail or deliver a paper copy of the proxy materials, including our Proxy Statement and Annual Report, to one or more stockholders.

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QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

Who is entitled to attend and vote at the Annual Meeting?

Stockholders of record at the close of business on March 7, 2022 (the “Record Date”) are entitled to attend and vote at the Annual Meeting. Each share of common stock is entitled to one vote. The Notice you received (or proxy card if you received these materials by mail) indicates the number of shares of our common stock that you own and are entitled to vote.

What constitutes a quorum at the Annual Meeting?

The presence at the Annual Meeting, in person or by proxy, of the holders of a majority of the shares of our common stock outstanding on the Record Date will constitute a quorum for purposes of the Annual Meeting. As of the Record Date, 20,018,136 shares of our common stock were issued and outstanding. Persons who were not stockholders on the Record Date will not be allowed to vote at the Annual Meeting. The common stock is the only outstanding class of our capital stock entitled to vote at the Annual Meeting. Each share of common stock is entitled to one vote on each matter to be voted upon at the Annual Meeting. No holders of any of our common stock are entitled to cumulative voting rights. Proxies received but marked “abstain” and broker non-votes will be counted for purposes of determining whether a quorum exists at the Annual Meeting. A “broker non-vote” occurs when a broker does not vote on some matter on the proxy card because the broker does not have discretionary voting power for that particular item and has not received voting instructions from the beneficial owner. Please note that your bank or broker cannot vote on your behalf on “non-routine” proposals without your instructions. The ratification of the appointment of our independent registered public accounting firm is the only “routine” proposal on our agenda for the Annual Meeting. The election of directors, the non-binding advisory proposal on the compensation of our named executive officers (“Say-on-Pay” vote), and the ratification of the third amendment of our Section 382 Rights Amendment, as amended, are each “non-routine” proposals.

How do I vote by proxy?

Stockholders can vote in person at the Annual Meeting or by proxy. There are three ways to vote by proxy:

●

By Telephone—Stockholders located in the United States (the “U.S.”) can vote by telephone by calling +1 800-690-6903 and following the instructions on the Notice or proxy card;

●

By Internet—You can vote on the Internet at www.proxyvote.com by following the instructions on the Notice or proxy card; or

●

By Mail—If you received your proxy materials by mail, you can vote by mail by signing, dating and mailing the proxy card enclosed therewith. No postage is required if your proxy card is mailed in the U.S.

If you vote by telephone or on the Internet by the applicable deadline, or properly fill in your proxy card if you received one by mail and we receive it in time to vote at the Annual Meeting, your “proxy” (the individual named on the Notice or proxy card) will vote your shares on your behalf as you have directed. If you sign and return a proxy card but do not make specific choices for the voting of your shares, then your proxy will vote your shares of common stock as recommended by the Board, as follows:

FOR the election of all five (5) nominees for director;

FOR the resolution approving, on a non-binding advisory basis, the compensation of our named executive officers (“NEOs”) as described in this Proxy Statement;

FOR the ratification of the third amendment of our Rights Plan; and

FOR the ratification of the appointment of RSM as our independent registered public accounting firm for 2022.

If any other matter is presented, your proxy will vote your shares in accordance with your proxy’s best judgment. At present, we know of no other business that is intended to be acted on at the Annual Meeting.

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Can I vote by telephone or on the Internet?

Yes. Voting by telephone or on the Internet is fast, convenient and your vote is immediately confirmed and tabulated. If you choose to vote by telephone or on the Internet, instructions to do so are set forth on the Notice or proxy card. The telephone and Internet voting procedures are designed to authenticate votes cast by use of a control number, which appears in the marked area on the Notice or proxy card. These procedures, which comply with Delaware law, allow stockholders to appoint a proxy to vote their shares and to confirm that their instructions have been properly recorded. If you vote by telephone or on the Internet, your vote must be received by 11:59 p.m., Eastern Daylight Time, on April 25, 2022.

If you own your shares in your own name, you can vote by telephone or on the Internet in accordance with the instructions provided on the Notice or proxy card. If your shares are held by a bank, broker or other nominee, you can also vote by telephone or on the Internet. The instructions to vote by telephone or on the Internet will be provided on the voting form supplied by your bank or broker. You may need to contact your bank or broker to vote.

How do I vote if my shares are held by my broker?

If your shares are held by your broker in “street name,” you should instruct your broker concerning how to vote your shares in the manner provided by your broker.

How do I vote the shares I hold through the Company’s 401(k) plan?

If you are a participant in our 401(k) plan, you may vote the number of shares credited to your account as of the Record Date by instructing the plan’s trustee how to vote your shares pursuant to the instruction form being mailed to plan participants with the Notice or this Proxy Statement. Voting instructions must be received by the plan trustee by 11:59 p.m., Eastern Daylight Time, on April 25, 2022. If you do not provide clear voting instructions, or if you return voting instructions by mail and submit an unsigned voting form, the trustee will vote the shares in your account in accordance with the Board’s recommendations.

May I revoke my proxy and change my vote?

Yes. You may revoke your proxy and change your vote at any time before the Annual Meeting in one of four ways:

Send a written notice to our Corporate Secretary at Broadwind, Inc., 3240 South Central Avenue, Cicero, Illinois 60804 that is received prior to the Annual Meeting stating that you revoke your proxy;

If you sent a proxy card by mail, complete a new proxy card bearing a later date and properly submit it so that it is received prior to the Annual Meeting;

Log onto the Internet website specified on the Notice or proxy card in the same manner you would to submit your proxy electronically or call the toll-free number specified on the Notice or proxy card prior to 11:59 p.m. Eastern Daylight Time on April 25, 2022, in each case if you are eligible to do so and following the instructions on the Notice or proxy card; or

Appear in person at the Annual Meeting, declare your prior proxy to be revoked and then vote in person at the Annual Meeting (although merely attending the Annual Meeting will not revoke your proxy). If a stockholder holds shares in “street name” by his or her broker and has directed such person to vote his or her shares, the stockholder should instruct such person to change his or her vote.

How do I vote in person?

If you plan to attend the Annual Meeting and vote in person, at your request, we will give you a ballot or a new proxy card when you arrive at the Annual Meeting. However, if your shares are held in the name of your broker, bank or other nominee, you must contact your broker, bank, or other nominee with respect to the procedure for you to vote in person.

What are the requirements if I want to attend in person in light of the COVID-19 pandemic?

In light of the continuing COVID-19 pandemic, the Company will require that all attendees at the Annual Meeting of Stockholders practice “social distancing” at the Annual Meeting. Any person in attendance who exhibits cold or flulike symptoms, who has been exposed to COVID-19 or who does not follow meeting guidelines may be asked to leave the premises for the protection of the other attendees.

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What vote is required to approve each proposal?

For the election of directors. An affirmative vote of a majority of the votes cast is required for the election of each director nominee (meaning the number of shares of common stock voted “for” a nominee must exceed the number of shares voted “against” such nominee), with abstentions and broker “non-votes” not counted in determining the number of votes cast. Therefore, abstentions and broker “non-votes” will have no effect on the outcome of the vote for that nominee’s election, provided, however, that in a contested election of directors, which will not be the case at the Annual Meeting, directors shall be elected by a plurality of the votes cast on the election of directors (instead of by votes cast “for” or “against” a nominee).

For the non-binding advisory vote to approve the compensation of our named executive officers (“Say-on-Pay” vote). An affirmative vote of a majority of the votes cast (meaning the number of shares of common stock voted “for” the proposal must exceed the number of shares voted “against” the proposal), will constitute stockholder non-binding approval with respect to the compensation paid to our NEOs. Abstentions and broker “non-votes” will not be counted in determining the number of votes cast and, therefore, will have no effect on the outcome of this vote.

For the ratification of the third amendment of the Rights Plan. An affirmative vote of a majority of the votes cast (meaning the number of shares of common stock voted “for” the proposal must exceed the number of shares voted “against” the proposal), will be required to ratify the third amendment of the Rights Plan. Abstentions and broker “non-votes” will not be counted in determining the number of votes cast and, therefore, will have no effect on the outcome of this vote.

For the ratification of the appointment of RSM as our independent registered public accounting firm for 2022. An affirmative vote of a majority of the votes cast (meaning the number of shares of common stock voted “for” the proposal must exceed the number of shares voted “against” the proposal), is required to ratify the appointment of RSM as our independent registered public accounting firm for 2022. Abstentions will not be counted in determining the number of votes cast and, therefore, will have no effect on the outcome of this vote.

5. Other Matters. At present, we know of no other matters to be presented for stockholder action at the Annual Meeting. If any other matter properly comes before the Annual Meeting, the appointees named in the proxies will vote the proxies in accordance with their best judgment.

Is the vote on the Say-on-Pay proposal binding on the Board?

Because the vote on the Say-on-Pay proposal is advisory, it will not be binding upon the Board. However, the Board values the opinions that our stockholders express in their votes and will take into account the outcome of the votes when considering future executive compensation arrangements as it deems appropriate.

Who pays for the proxy solicitation related to the Annual Meeting?

We will bear the cost of soliciting proxies, including the preparation, assembly and mailing of the Notice, proxies and soliciting material, as well as the cost of forwarding such material to beneficial owners of our common stock. Our directors, officers and regular employees may, without compensation other than their regular remuneration, solicit proxies personally or by telephone.

The Company may in its discretion engage, at its cost, a proxy solicitor to solicit proxies at the Annual Meeting.

How can I obtain additional information about the Company?

A copy of our Annual Report, without exhibits, is available as specified in the Notice or accompanies this Proxy Statement if you received it by mail. No portion of our Annual Report is incorporated herein and no part thereof is to be considered proxy soliciting material. We will furnish to any stockholder, upon written request, any exhibit described in the list accompanying our Annual Report, upon the payment, in advance, of reasonable fees related to us furnishing such exhibit(s). Any such requests should include a representation that the stockholder was the beneficial owner of shares of our common stock on the Record Date, and should be directed to our Corporate Secretary at Broadwind, Inc., 3240 South Central Avenue, Cicero, IL 60804. You may also access our SEC filings and their exhibits, including the exhibits described in our Annual Report through our website at www.bwen.com or though the SEC’s website at www.sec.gov.

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We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which requires that we file reports, proxy statements and other information with the SEC. The SEC maintains a website on the Internet that contains reports, proxy and information statements, and other information regarding registrants, including the Company, that file electronically with the SEC. The SEC’s website address is www.sec.gov.

Will I have appraisal or similar dissenters’ rights in connection with the proposals being voted on at the Annual Meeting?

No. Appraisal or similar dissenters’ rights are not applicable to any of the matters being voted upon at the Annual Meeting.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL HOLDERS AND MANAGEMENT

The following table sets forth as of the Record Date certain information regarding beneficial ownership of our common stock by:

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Each person known to us to beneficially own 5% or more of our common stock;

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Each of our executive officers named in the Summary Compensation Table, who in this Proxy Statement are collectively referred to as the “named executive officers” or “NEOs;”

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Each of our directors (including nominees); and

●

All of our executive officers (as that term is defined in Rule 3b-7 under the Exchange Act) and directors as a group.

We have determined beneficial ownership in accordance with Rule 13d-3 under the Exchange Act. Beneficial ownership generally means having sole or shared voting or investment power with respect to securities. Unless otherwise indicated in the footnotes to the table, each stockholder named in the table has sole voting and investment power with respect to the shares of our common stock set forth opposite the stockholder’s name. We have based this table upon information supplied by our executive officers, directors and 5% stockholders, including filings with the SEC and information supplied by our transfer agent.

	Number and
	Percentage of Shares
	Beneficially Owned (1)
Name and Address of Beneficial Owner or Identity of Group (1)	Shares		Percentage
5% Beneficial Owners and Other Selling Stockholders
Grace & White, Inc. (2)		1,670,457		8.3	%

Executive Officers and Directors
Eric B. Blashford		283,778		1.4	%
Jason L. Bonfigt (3)		95,465		*
Philip J. Christman		59,180		*
Terence P. Fox (4)		512,252		2.6	%
Wayne W. Hanna		47,648		*
Stephanie K. Kushner		447,639		2.2	%
David P. Reiland		130,162		*
Daniel E. Schueller		85,212		*
Thomas A. Wagner		70,685		*
Cary B. Wood		77,322		*
All current executive officers and directors as a group (13 persons)		1,909,894		9.5	%

* Less than 1%.

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(1) Based on 20,018,136 shares of our common stock issued and outstanding as of the Record Date. Shares not outstanding but deemed beneficially owned by virtue of the right of a person to acquire them as of the Record Date, or within sixty (60) days of the Record Date, are treated as outstanding when determining the percentage owned by such individual and when determining the percentage owned by a group.

(2) Based solely on information contained in a Schedule 13G/A filed on February 1, 2022 by Grace & White, Inc., a New York corporation, as investment adviser (“Grace & White”). Grace & White holds sole voting power with respect to 318,791 shares and sole dispositive power with respect to 1,670,457 shares. Grace & White is located at 515 Madison Avenue, Suite 1700, New York, NY 10022.

(3) Jason L. Bonfigt was our Chief Financial Officer, Vice President and Treasurer until he separated from the Company effective October 1, 2021. The shares reflected are based on the last available information to the Company.

(4) Includes 200,000 shares owned by Terence P. Fox and Paula L. Fox Irrevocable Trust 2005. The shares reflected are based on the last available information to the Company. Mr. Fox was a director of the Company until he separated from the Company effective August 3, 2021.

DIRECTORS AND DIRECTOR COMPENSATION

The names and ages of all of our directors nominees, all of which are currently serving as directors, and the positions held by each are set forth below. In November 2021, Ms. Kushner was involved in a serious incident and is recovering from her injuries. As a result, she will not stand for re-election to the Board of Directors.

Name	Age	Position
Cary B. Wood (1) (2)	55	Lead Director
Eric B. Blashford	57	Director; President and CEO
Philip J. Christman (1) (2) (3)	58	Director
David P. Reiland (1) (3)	68	Director
Thomas A. Wagner (2) (3)	70	Director

(1)

Member of the Audit Committee.

(2)

Member of the Compensation Committee.

(3)

Member of the Governance/Nominating Committee.

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Cary B. Wood has served as a member of the Board since May 18, 2016, as Lead Director since March 2020. He is Chairman of the Compensation Committee and is also a member of the Audit Committee and is designated a financial expert. In December 2019, Mr. Wood was named Chief Executive Officer of Grede Holdings, LLC, a full-service supplier of ductile and gray iron metal components and solutions for the automotive, heavy truck and other industrial end markets. From July 2017 to January 2019, Mr. Wood was the President and Chief Executive Officer of Angelica Corporation, a leading provider of textiles to the healthcare industry. He served as Chief Executive Officer and director of Sparton Corporation (NYSE: SPA) from November 2008 to February 2016, and as its President from April 2009 to February 2016. From August 2004 to November 2008, Mr. Wood served in several roles, including interim Chief Executive Officer and Chief Operating Officer, for Citation Corporation, now Grede Holdings, LLC. Since 2017, Mr. Wood has been a member of the Board of Directors of Westell Corporation (NASDAQ: WSTL) where he chairs the Compensation Committee and is a member of the Audit Committee. Mr. Wood has served on the Board of Directors of M&G Duravent, Inc., a privately-held venting systems firm, since January 2017. Mr. Wood served on the Board of Directors of Vishay Precision Group, Inc. (NYSE: VPG), a designer, manufacturer and marketer of resistive foil technology, sensors and sensor-based systems for niche industrial applications from March 2016 until his term expired in May 2018. Mr. Wood began his career with General Motors Corporation, followed by a move to United Technologies Corporation, where he served in a variety of general management, operations and engineering roles. Mr. Wood received a Bachelor of Science degree in Technology from Purdue University in 1989, a Master of Science degree in Industrial Operations in the School of Management from Lawrence Technological University in 1995, and a Master of Business Administration degree in Finance from Loyola University-Chicago in 2014. The Governance/Nominating Committee concluded that Mr. Wood should serve as a director nominee as of the date of this Proxy Statement on the basis of his broad experience in executive management, operations, corporate turnarounds and corporate growth strategies.

Eric B. Blashford has served as member of the Board and as President and CEO since March 1, 2020. Prior to that, Mr. Blashford served as our Chief Operating Officer from May 2018 to February 2020 and President of Broadwind Heavy Fabrications, Inc. formerly known as Broadwind Towers, Inc. (“Broadwind Towers”) from October 2014 to May 2019. From January 2012 to October 2014, he served as President of a group of businesses owned by The Heico Companies, LLC, including Barko Hydraulics, LLC, Pettibone Traverse Lift, LLC, and Tiffin Parts, LLC, all of which are manufacturers of heavy duty off road vehicles (and parts) for the forestry, material handling, oil and gas, and construction industries. For the five years prior to joining Heico, Mr. Blashford served as President for a group of companies owned by The Scott Fetzer Co., servicing the truck equipment, electrical fittings and industrial equipment markets. He started his career with Waltco Truck Equipment Company, where he served in various accounting and operational roles. Mr. Blashford holds a Bachelor of Science degree in Accounting from the University of Akron and a Masters of Business Administration from Kent State University, and is a registered Certified Public Accountant (non-practicing) in the state of Ohio. The Governance/Nominating Committee concluded that Mr. Blashford should serve as a director nominee as of the date of this Proxy Statement because of his extensive knowledge and understanding of our business and expertise in manufacturing.

Philip J. Christman has served as a member of the Board since October 22, 2018. He is Chairman of the Governance/Nominating Committee and a member of the Audit Committee and the Compensation Committee. Mr. Christman has served as the President, Operations of Navistar International Corporation (with its affiliates, “Navistar”), a leading manufacturer of commercial trucks, buses, defense vehicles and engines, since May 2017. Prior to holding this position, he held various positions with Navistar, including Vice President, Strategy from June 2015 to May 2017, Chief Procurement Officer from November 2014 to June 2015, Vice President, Engineering from July 2014 to November 2014, President, Global Business from November 2008 to July 2014, Vice President General Manager Vocational Trucks from June 2006 to November 2008. Earlier in his career Mr. Christman held various leadership roles in operations. Mr. Christman received a Bachelor of Science degree in Mechanical Engineering from Indiana Institute of Technology and a Master of Business Administration from Ball State University. The Governance/Nominating Committee concluded that Mr. Christman should serve as a director nominee as of the date of this Proxy Statement on the basis of his extensive operation, business leadership and corporate growth strategy.

David P. Reiland has served as a member of the Board since April 16, 2008. He served as Chairman of the Board from May 17, 2010 to February 29, 2020. He is Chairman of the Audit Committee and is designated as a financial expert, and is also a member of the Governance/Nominating Committee. Mr. Reiland was employed by Magnetek, Inc. (“Magnetek”) from August 1986 until January 2009, where he held numerous high-level positions, including Executive Vice President, Chief Financial Officer, Controller and Vice President of Finance, and served as CEO and President of Magnetek from October 2006 until October 2008. He also served on the Board of Directors of Magnetek from October 2006 to September 2015. Magnetek develops, manufactures and markets power and motion control systems and was a public company until its acquisition by Columbus McKinnon Corporation in September 2015. Mr. Reiland is a Certified Public Accountant who holds an undergraduate degree in financial management from California State University, Long Beach, and a Master of Business Administration degree from the University of Southern California. The Governance/Nominating Committee concluded that Mr. Reiland should serve as a director nominee as of the date of this Proxy Statement on the basis of his extensive leadership experience and financial expertise.

Thomas A. Wagner has served as a member of the Board since March 25, 2011. He is a member of the Compensation Committee and the Governance/Nominating Committee. From July 2012 until his retirement in October 2015, Mr. Wagner was the Chief Product Officer at Ogin, Inc., a wind turbine design and supply company. He is currently supporting various consulting assignments and working on products with potential to consume environmental carbon dioxide. Mr. Wagner has worked in the diversified energy industry for more than 30 years. Mr. Wagner holds a Bachelor of Science degree in engineering from Cornell University and a Master of Science degree in mechanics from Rensselaer Polytechnic Institute. The Governance/Nominating Committee concluded that Mr. Wagner should serve as a director nominee as of the date of this Proxy Statement on the basis of his demonstrated technology leadership over the course of his career, as well as his strong technical background and understanding of the products that we provide and the industries in which we operate.

None of our directors are party to any agreement or arrangement that would require disclosure pursuant to NASDAQ Rule 5250(b)(3). In addition, none of our “related persons” are party to any agreement or arrangement that would require disclosure pursuant to Regulation S-K, Item 404(d).

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2021 Director Compensation

For 2021, the Compensation Committee and the Board determined that the compensation paid to non-employee directors for service on the Board and its committees would remain unchanged. Under the Amended and Restated Broadwind, Inc. Board Compensation Program first approved in January 2016 (the “Board Compensation Program”), each eligible non-employee director receives an annual equity grant of restricted stock units (“RSUs”) with a grant value of $45,000 and a cash fee of $10,000 per calendar quarter.

Pursuant to the Board Compensation Program, on May 7, 2021, each of Ms. Kushner and Messrs. Christman, Fox, Reiland, Wagner and Wood was granted a RSU award representing the right to receive 9,336 shares of our common stock upon vesting, valued at $45,000 using a per share price of $4.82, the closing stock price of our common stock on the date of the grant. The RSU awards vest one year after the date of grant.

All non-employee directors are subject to our stock ownership guidelines adopted in March 2011, which provide that, within five years of joining the board, each non-employee director shall own a number of shares of our common stock having a value equal to three times the annual cash retainer fees earned by the director in the immediately preceding calendar year. Please see the discussion below under the heading “Stock Ownership Guidelines” for more information.

Each non-employee director is eligible to participate in the Broadwind, Inc. Deferred Compensation Plan (the “Deferred Compensation Plan”), which was adopted by the Board on October 24, 2007. The Deferred Compensation Plan is an unfunded arrangement subject to the provisions of Section 409A of the U.S. Internal Revenue Code of 1986, as amended (the “IRC”). The value of each participant’s account is deemed invested in shares of our common stock and is generally payable upon the director’s departure from the Board. There were no deferments in 2021.

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2021 Director Compensation Table

The following table sets forth the 2021 compensation information for our non-employee directors. Mr. Blashford received no additional compensation for his service as a director since he was also serving as our President and CEO. The compensation received by Mr. Blashford as our employee is set forth in the 2021 Summary Compensation Table set forth in this Proxy Statement.

Name	Fees Earned or Paid in Cash (1)		Stock Awards (2) (3)		Other		Total
Stephanie K. Kushner (3)	$	40,000	$	415,880	$	—	$	455,880
Director, Chairman of the Board
Terence P. Fox (4)	$	23,696	$	45,000	$	—	$	68,696
Director
David P. Reiland	$	40,000	$	45,000	$	—	$	85,000
Director
Thomas A. Wagner	$	40,000	$	45,000	$	—	$	85,000
Director
Cary B. Wood	$	40,000	$	45,000	$	—	$	85,000
Director
Philip J. Christman	$	40,000	$	45,000	$	—	$	85,000
Director

(1) Represents fees earned for service in 2021, regardless of when paid.

(2) As of 12/31/2021, Ms. Kushner and each of Messrs. Reiland, Wagner, Wood and Christman had outstanding 9,336 RSUs scheduled to vest on May 1, 2022 with the exception of Mr. Fox who resigned and forfeited his stock awards. Stock Awards represents the aggregate grant date fair value of RSUs awarded during 2021, calculated in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic 718—Compensation—Stock Compensation (“ASC Topic 718”), under the Amended and Restated Broadwind, Inc. 2015 Equity Incentive Plan (the “A&R 2015 EIP”), and assumes no forfeiture rates derived in the calculation of the grant date fair value of the awards. The assumptions used to determine the valuation of these awards are discussed in Note 14 to our consolidated financial statements included in our Annual Report. Each director was granted a RSU award representing the right to receive 9,336 shares of our common stock upon vesting, valued using a per share price of $4.82, the closing stock price for our common stock on the date of grant.

(3) Includes the settlement of 25,544 performance-based restricted stock units granted to Ms. Kushner on February 20, 2018 and the vesting of 32,134 restricted stock units granted to Ms. Kushner on April 23, 2019 in connection with Ms. Kushner’s role as our former President and Chief Executive Officer.

(4) Mr. Fox’s director’s fees have been pro-rated to reflect his actual fees earned for services as a director, which ended on August 3, 2021.

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CORPORATE GOVERNANCE

Independence

The Board has determined that currently and at all times during the year ended December 31, 2021, all members of the Board, other than Mr. Blashford, our President and CEO and Ms. Kushner, our former President and CEO, are and have been “independent” as defined by the listing standards of the NASDAQ Stock Market (“NASDAQ”). Mr. Blashford is not independent since he also serves as an executive officer of the Company, and Ms. Kushner was not independent in accordance with NASDAQ listing rules because she served as an executive officer of the Company within the past three years. The Board considers in its evaluation of independence information provided by the directors and any nominees in questionnaires and other certifications concerning their relationship to us and any existing related party transactions, which are discussed below in this Proxy Statement in the section entitled “Certain Transactions and Business Relationships.”

Code of Ethics and Business Conduct

We have a written Code of Ethics and Business Conduct (“Code of Ethics”) that applies to all of our employees, directors and officers, including our principal executive officer, principal financial officer, principal accounting officer or controller and persons performing similar functions. Our Code of Ethics addresses such topics as protection and proper use of our assets, compliance with applicable laws and regulations, accuracy and preservation of records, accounting and financial reporting, conflicts of interest, and insider trading. The Code of Ethics is posted on our Internet website, www.bwen.com, and is available in print, free of charge, to any stockholder who sends a request for a paper copy to Broadwind, Attn: Corporate Secretary, 3240 South Central Avenue, Cicero, IL 60804. We intend to include on our website any amendment to, or waiver from, a provision of our Code of Ethics that applies to any of our directors or executive officers that relates to any element of the code of ethics definition enumerated in Item 406(b) of Regulation S-K under the Securities Act of 1933, as amended (the “Securities Act”).

Board Leadership Structure

The Board regularly considers the appropriate leadership structure for the Company. The Board was led by a Chairman, Ms. Kushner, and given her former role as our President and CEO, a Lead Director (as elected by the independent directors), Mr. Wood. The Lead Director chairs the Board Executive Sessions, serves as a liaison between the Chairman and the independent directors and serves as the acting Chair of the Board in the Chairman’s absence. We believe that the oversight of the Lead Director, combined with the Company’s overall corporate governance structure, policies and practices, maximizes the effectiveness of our Board leadership. The Board and the Governance/Nominating Committee will continue to evaluate the Board’s leadership structure as part of its regular review of corporate governance and succession planning to ensure it remains best suited for the Company and its stockholders. In November 2021, Ms. Kushner was involved in a serious incident and has since been recovering from her injuries. In her absence, Mr. Wood, in his role as Lead Director, has been presiding over meetings of the Board of Directors.

Risk Oversight

The Board and its Audit Committee play an active role in the oversight of risk and our risk management practices. The Audit Committee primarily is responsible for reviewing financial and compliance risks, with the full Board responsible for other risks. We conduct comprehensive Enterprise Risk Assessments on a periodic basis, and review the results with the Board at a regularly scheduled meeting. We update the Board regularly on actions taken as a result of the Enterprise Risk Assessments. Because of our size and available resources, we do not have a dedicated risk management function; rather, certain of our employees are charged with responsibility for specific risk areas, including for example operational risks, liquidity risks, legal risks and compliance risks. These individuals make periodic reports to the Board and the Audit Committee on their areas of risk oversight. During 2021, the Board and the Audit Committee were involved in overseeing, evaluating and providing advisory input into management’s plans and responses to the COVID-19 pandemic and the risks associated therewith.

Stockholder Communications with the Board of Directors

Stockholders may communicate directly with the Board or any of its individual members. Any such communication should be directed to our Corporate Secretary at the address below and should prominently indicate on the outside of the envelope that it is intended for the Board or for non-employee directors, and our Corporate Secretary will forward the communication to our directors, as appropriate. If no director is specified, the communication will be forwarded to the entire Board. Stockholder communications to the Board should be sent to:

Broadwind
Attn: Corporate Secretary
3240 South Central Avenue
Cicero, IL 60804

Director Attendance at Annual Meetings

Directors’ attendance at our Annual Meetings can provide our stockholders with an opportunity to communicate with directors about issues affecting us. Our Principles of Corporate Governance encourage our directors to attend the Annual Meetings. Given the COVID-19 pandemic, all of our then-current directors attended our 2021 Annual Meeting of Stockholders by video conference, except that Eric B. Blashford attended the meeting in person.

Committee and Board of Directors Meetings

During 2021, the Board met nine (9) times, including in-person and telephonic meetings. The directors also communicated informally to discuss our affairs and, when appropriate, took formal action by unanimous written consent of all directors, in accordance with our Certificate of Incorporation and Bylaws and Delaware law. Executive sessions of the independent directors are scheduled at least twice per year in conjunction with regularly scheduled Board meetings.

The Board has three standing committees: the Audit Committee, the Compensation Committee and the Governance/Nominating Committee. In 2021, each director attended 100% of the meetings of the Board and of committees of which he or she was a member with the exception of Ms. Kushner who was absent from 22% of the meetings due to health issues resulting from the serious incident that occurred in November 2021.

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Current Committee Membership

The following table sets forth the current membership of each of the Board’s committees.

Audit Committee	Compensation Committee	Governance/Nominating Committee
David P. Reiland (Chairman)	Cary B. Wood (Chairman)	Philip J. Christman (Chairman)
Philip J. Christman	Philip J. Christman	David P. Reiland
Cary B. Wood	Thomas A. Wagner	Thomas A. Wagner

Audit Committee

The Board maintains an Audit Committee comprised of three independent directors, including two financial experts (as defined below). The current members of the Audit Committee are Messrs. Reiland (Chairman), Christman and Wood. The Board and the Audit Committee believe that the Audit Committee’s current member composition satisfies the NASDAQ requirements and the criteria of Section 10A(m)(3) and Rule 10A-3 of the Exchange Act.

Audit Committee Scope of Authority and Charter

The primary function of the Audit Committee is assisting the Board with oversight responsibilities, including with respect to the following: (a) the financial reports and other material financial information we provide to any governmental body or the public; (b) the relationship with our independent accountants (including appointment and compensation) who report directly to the Audit Committee; (c) pre-approval of all audit services and non-audit services to be performed by our independent accountants; (d) our systems of internal and external reporting processes and internal controls regarding finance, accounting, legal compliance and ethics; (e) oversight with respect to related party transactions and any complaints received by us regarding accounting, internal accounting controls and auditing; (f) preparation of an annual Audit Committee Report to be presented to the Board; and (g) our auditing, accounting and financial reporting processes generally. The Audit Committee charter is posted on our Internet website, www.bwen.com, and may be amended by approval of the Board, upon recommendation by the Governance/Nominating Committee. The Audit Committee met four (4) times in 2021.

Audit Committee Financial Expert

The Board has determined that Messrs. Reiland and Wood are “audit committee financial experts” as defined in Item 407(d)(5)(ii) of Regulation S-K. The designation of Messrs. Reiland and Wood as audit committee financial experts does not impose on Messrs. Reiland and Wood any duties, obligations or liabilities that are greater than the duties, obligations and liability imposed on Messrs. Reiland and Wood as members of the Audit Committee and the Board in the absence of such designation or identification.

Audit Committee Report

In accordance with its written charter adopted by the Board, the Audit Committee assists the Board with fulfilling its oversight responsibility regarding the quality and integrity of the Company’s accounting, auditing and financial reporting practices. In discharging its responsibilities regarding the audit process, the Audit Committee:

(1)

reviewed and discussed the audited financial statements with management;

(2)

discussed with the independent registered public accounting firm the matters required to be discussed by Auditing Standard No. 1301, as amended (Communications with Audit Committees); and

(3)

received and reviewed the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence, and discussed with the independent registered public accounting firm its independence.

Based upon the review and discussions referred to above, the Audit Committee recommended to the Board that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, for filing with the SEC.

	Members of the Audit Committee:
	David P. Reiland (Chairman)
	Philip J. Christman
	Cary B. Wood

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Compensation Committee

Responsibility for evaluating our compensation policies, oversight of management’s performance and recommendations regarding compensation of senior management has been delegated by the Board to the Compensation Committee. The current members of the Compensation Committee are Messrs. Wood (Chairman), Christman, Fox and Wagner. The Board believes that each member of the Compensation Committee satisfies the independence requirements of NASDAQ Rule 5605(d) and Rule 10C-1 under the Exchange Act.

Compensation Committee Scope of Authority and Charter

Under the Compensation Committee’s written charter, the primary duties and responsibilities of the Compensation Committee include the following: (a) periodically review our philosophy of compensation, taking into consideration enhancement of stockholder value from a short, intermediate and long-term perspective; (b) annually consider strategic and operating plans and the various compensation plans for which the Compensation Committee is responsible; (c) review individual and Company performance goals and objectives of our CEO and other senior management, evaluate such officers’ performance in light of these goals, and determine and approve appropriate compensation levels and equity grants; (d) oversight with respect to compensation policies and plans, including incentive plans, equity plans, benefits and perquisites of senior management; (e) general oversight and risk assessment with respect to human resources policies, strategies and programs and employee benefit plans; (f) recommend compensation plans for members of the Board; and (g) assess potential conflicts of interest raised by the work of compensation consultants that are involved in determining or recommending executive or director compensation. The Compensation Committee’s charter is posted on our Internet website, www.bwen.com, and may be amended by approval of the Board, upon recommendation by the Governance/Nominating Committee. The Compensation Committee met five (5) times in 2021.

The Board and the Compensation Committee make compensation decisions regarding our executive officers. In making compensation decisions and recommendations, the Compensation Committee may take into account the recommendations of our CEO and other senior management, which, as defined in the Compensation Committee charter, includes any officer who reports directly to our CEO and any other officer of the Company or our subsidiaries so designated by our CEO. Other than giving such recommendations, however, our CEO and other senior management have no formal role and no authority to determine the amount or form of executive and director compensation.

The Compensation Committee may, at our expense, retain legal counsel (which may be, but need not be, our regular corporate counsel) and other consultants and advisors to assist it with its functions. The Compensation Committee has authority to approve such consultants’ and advisors’ fees and other retention terms and to terminate its relationship with any such consultant or advisor. The Compensation Committee will assess the independence of any such legal counsel, consultants or advisors to the extent required by applicable SEC and NASDAQ rules. For additional information regarding these services, please see the discussion entitled “Role of Compensation Consultant” included in the Compensation Discussion and Analysis section of this Proxy Statement. In addition, the Compensation Committee has authority to delegate its responsibilities to subcommittees or individual Compensation Committee members.

Governance/Nominating Committee

The current members of the Governance/Nominating Committee are Messrs. Christman (Chairman), Reiland and Wagner. The Board believes that each member of the Governance/Nominating Committee satisfies the independence requirements of NASDAQ Rule 5605(e). The nominees for election to the Board at the Annual Meeting were recommended by the Governance/Nominating Committee. The Governance/Nominating Committee charter is posted on our Internet website, www.bwen.com, and may be amended by approval of the Board, upon recommendation by the Governance/Nominating Committee. The Governance/Nominating Committee met four (4) times in 2021.

The Governance/Nominating Committee reviews director nominees proposed by stockholders. A stockholder who wishes to recommend one or more director nominees must provide a written recommendation to our Corporate Secretary, at Broadwind, Inc., 3240 South Central Avenue, Cicero, IL 60804. In order to recommend a nominee for director at an Annual Meeting pursuant to our Bylaws, our Corporate Secretary must receive the written nomination not less than 90 days nor more than 120 days prior to the anniversary date of the immediately preceding Annual Meeting (or, if the Annual Meeting is called for a date that is not within 30 days before or after such anniversary date, the written nomination must be so received not later than the close of business on the 10th day following the day on which notice of the date of the Annual Meeting was mailed or public disclosure of the date of the Annual Meeting was made, whichever first occurs).

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Our Bylaws require that a notice of a recommendation must include:

●

with respect to the stockholder giving the notice:

●

the name and record address of such stockholder and the beneficial owner, if any, on whose behalf the nomination is made,

●

the class or series and number of shares of our capital stock which are owned beneficially or of record by such stockholder or such beneficial owner,

●

whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of, or any other agreement, arrangement or understanding (including any short position or any borrowing or lending of shares) has been made, the effect or intent of which is to mitigate loss to or manage risk or benefit of share price changes for, or to increase or decrease the voting power of, such stockholder or beneficial owner with respect to any shares of our stock (which information shall be updated by such stockholder and beneficial owner, if any, as of the record date or dates for the determination of stockholders entitled to notice of and to vote at the Annual Meeting not later than ten days after such record date or dates, and in any event, not later than one business day prior to the date of the Annual Meeting),

●

a description of all arrangements or understandings between such stockholder or beneficial owner and each proposed director nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such stockholder,

●

a representation that such stockholder intends to appear in person or by proxy at the Annual Meeting to nominate the person(s) named in its notice, and

●

any other information relating to such stockholder or beneficial owner that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder.

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with respect to the director nominee:

●

the name, age, business address and residence address of such director nominee,

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the principal occupation or employment of such director nominee,

●

the class or series and number of shares of our capital stock which are owned beneficially or of record by such director nominee,

●

whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of, or any other agreement, arrangement or understanding (including any short position or any borrowing or lending of shares) has been made, the effect or intent of which is to mitigate loss to or manage risk or benefit of share price changes for, or to increase or decrease the voting power of, such director nominee with respect to any shares of our stock (which information shall be updated by such stockholder as of the record date or dates for the determination of stockholders entitled to notice of and to vote at the Annual Meeting not later than ten days after such record date or dates, and in any event, not later than one business day prior to the date of the Annual Meeting), and

●

any other information relating to such stockholder or such beneficial owner that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder.

Such notice must be accompanied by a written consent of each proposed director nominee being named as a nominee and to serve as a director if elected. No person shall be eligible for election as a director unless nominated in accordance with the procedures set forth in our Bylaws.

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The Governance/Nominating Committee is responsible for matters relating to the selection of candidates for, and the tenure of the members of, the Board; for developing and recommending to the Board our Principles of Corporate Governance; and for overseeing and carrying out policies and processes that enhance the effective and efficient governance of the Company.

The Governance/Nominating Committee will consider candidates for the Board who are recommended by stockholders, directors, third party search firms engaged by us, and other sources. When selecting candidates for recommendation to the Board, the Governance/Nominating Committee will consider the attributes of the candidates and the needs of the Board and will review all candidates in the same manner, regardless of the source of the recommendation. In evaluating director nominees, a candidate should have certain minimum qualifications, including being able to read and understand basic financial statements, having familiarity with our business and industry, having high moral character and mature judgment, and being able to work collegially with others. In addition, factors such as the following shall be considered:

●

independence standards, the presence of any material interests that could cause a conflict between our interests and the interests of the director nominee, and the director nominee’s ability to exercise his or her best business judgment in the interest of all our stockholders;

●

the director nominee’s willingness to adhere to our Code of Ethics;

●

the director nominee’s ability to devote sufficient time to the business of the Board and at least one of the standing committees of the Board, in light of the number of other boards on which the director nominee serves (for profit and not-for-profit) and the other business and professional commitments of the director nominee;

●

the appropriate size and the diversity of the Board;

●

the knowledge, skills and experience of the director nominee, including experience in the industries in which we operate, as well as in the general areas of business, finance, management and public service, in light of prevailing business conditions and the knowledge, skills and experience already possessed by other members of the Board;

●

the director nominee’s familiarity with domestic and international business matters;

●

legal and regulatory requirements that are applicable to us;

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the director nominee’s experience with accounting rules and practices;

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the director nominee’s ability to enhance the relationship of our business to the changing needs of society; and

●

the desire of the Board to balance the considerable benefit of continuity with the periodic injection of the fresh perspective provided by new members.

In February 2015, the Board amended our Principles of Corporate Governance to establish a mandatory retirement age of 72 years old for directors, provided that the Board may choose to make an exception to this policy when it determines that doing so would be in the best interests of the Company and our stockholders.

The Governance/Nominating Committee believes in an expansive definition of diversity that includes differences of gender, ethnicity, sexual orientation and other underrepresented groups as well as experience, education and talents, among other things. The Broadwind, Inc. Governance/Nominating Committee Policies for Director Nominations and Stockholder Proposals is available on our website, www.bwen.com.

The NASDAQ diversity matrix is set forth below as required under the listing requirements of NASDAQ.

Board Diversity Matrix

Board Diversity Matrix (As of February 6, 2022)
Total Number of Directors - 6
	Female	Male	Non-Binary	Did Not Disclose Gender
Part I: Gender Identity
Directors	1	5

Part II: Demographic Background
African American or Black
Alaskan Native or Native American
Asian
Hispanic or Latinx
Native Hawaiian or Pacific Islander
White	1	5
Two or More Races or Ethnicities
LGBTQ+
Did Not Disclose Demographic Background

Since Ms. Kushner was involved in a serious incident and is recovering from her injuries she will not stand for re-election to the Board of Directors in 2022. The Governance/Nominating Committee will be reevaluating Board membership in 2022 including the addition of a diverse member to the Board of Directors.

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EXECUTIVE OFFICERS

The names and ages of our current executive officers and the positions held by each are as follows:

Name	Age	Position
Eric B. Blashford	57	President, Chief Executive Officer and Interim Chief Financial Officer
Hayes M. Kennedy	59	Vice President and Chief Human Resource Officer
Thomas A. Ciccone	47	Vice President and Principal Accounting Officer
Daniel E. Schueller	58	President, Broadwind Heavy Fabrications, Inc.
Gilbert M. Mayo, Jr.	60	President, Broadwind Industrial Solutions, LLC
Wayne W. Hanna	68	President, Brad Foote Gear Works, Inc.

Eric B. Blashford has served as member of the Board and as President and CEO since March 1, 2020. Prior to that, Mr. Blashford served as Chief Operating Officer of Broadwind from May 2018 to February 2020 and President of Broadwind Towers from October 2014 to May 2019. From January 2012 to October 2014, he served as President of a group of businesses owned by The Heico Companies, LLC, including Barko Hydraulics, LLC, Pettibone Traverse Lift, LLC, and Tiffin Parts, LLC, all of which are manufacturers of heavy duty off road vehicles (and parts) for the forestry, material handling, oil and gas, and construction industries. For the five years prior to joining Heico, Mr. Blashford served as President for a group of companies owned by The Scott Fetzer Co., servicing the truck equipment, electrical fittings and industrial equipment markets. He started his career with Waltco Truck Equipment Company, where he served in various accounting and operational roles. Mr. Blashford holds a Bachelor of Science in Business Administration degree in Accounting from the University of Akron and a Masters of Business Administration degree from Kent State University, and is a registered Certified Public Accountant (non-practicing) in the state of Ohio.

Hayes M. Kennedy has served as our Chief Human Resource and Officer Vice President since August 17, 2020. From October 2014 to May 2020, he served as Vice President of Human Resources of CHS, Inc. (NASDAQ: CHSCP, CHSCO, CHSCN, CHSCM, CHSCL), a leading farmer-owned cooperative and a global energy, grains and foods company. For the six years prior to joining CHS, Inc., Mr. Kennedy served as Senior Human Resource Director of The Gavilon Group, LLC and three years at ConAgra Foods Inc. as the Human Resource Director. Mr. Kennedy holds a Bachelor of Science from Cornell University- School of Industrial and Labor Relations.

Thomas A. Ciccone has served as our Principal Accounting Officer and Vice President since October 1, 2021. Prior to that Mr. Ciccone served as Corporate Controller, Assistant Treasurer and Assistant Secretary from July 2017 to September 2021. He joined Broadwind in 2008 as Accounting Manager, and has since held various corporate finance roles including Director of Finance and Manager of External Reporting. Prior to joining Broadwind, Mr. Ciccone began his career with Ernst & Young and served in an audit/attestation role for five years. He also served as Controller at Assistive Technology Group for five years. Thomas is a certified public accountant (non-practicing) in the state of Illinois and holds a Bachelor of Science in Accounting from the University of Illinois at Urbana-Champaign.

Daniel E. Schueller has served as President of Broadwind Heavy Fabrications, Inc. since May 2019. He served as President of BFGW from May 2016 to April 2019 and from April 2010 to March 2013. In the interim period, Mr. Schueller was Vice President of Bronto Skylift (a subsidiary of Federal Signal) in Tampere, Finland, a manufacturer of truck mounted aerial equipment for fire protection and industrial applications. Prior to that assignment, he was Vice President/General Manager Parts and Service and Vice President/General Manager of Vactor Manufacturing, parts of the Environmental Solutions Group of Federal Signal Corporation, from March 2003 to April 2010. Mr. Schueller previously held manufacturing positions at Tecumseh Engines and at Case New Holland. Mr. Schueller earned a Bachelor of Science Degree in Mechanical Engineering Technology from the Milwaukee School of Engineering, and a Master of Business Administration degree from St. Ambrose University. He currently serves on the Board of Directors of HCC Inc., a supplier of combine components to the agricultural industry, and was previously on the Advisory Board of the Illinois Manufacturing Excellence Center.

Gilbert M. Mayo has served as President of Broadwind Industrial Solutions, LLC (“BIS”), since September 2018. Mr. Mayo was our General Manager, Heavy Fabrications, at Broadwind Towers from January 27, 2015 to October 1, 2017 until his appointment as President of BIS. Prior to joining Broadwind, Mr. Mayo spent over sixteen years in the Scott Fetzer Company, serving in various leadership roles, including President of the Halex Company, a leading national manufacturer of electrical fittings and accessories. He held senior operations leadership positions in both the Fort James Company and Michelin Tire Corporation. Mr. Mayo served as an officer in the United States Marine Corps for five years. Mr. Mayo holds a Bachelor of Science degree from the United States Naval Academy, a Master of Arts degree from Webster University and a Master of Business Administration degree from Clemson University.

Wayne W. Hanna has served as President of Brad Foote Gear Works, Inc. since May 2019. He brings over thirty years of experience as a business leader with a broad array of global manufacturing companies. Mr. Hanna has extensive expertise in operations, continuous improvement, and corporate development. Prior to joining Broadwind, Mr. Hanna served as a process improvement consultant with Crowe, LLP from April 2017 to April 2019. Previously, he was President and Chief Executive Officer of Cotta Transmission Company, a manufacturer of industrial and high-speed gearboxes from November 2011 to January 2017. Earlier in his career he held senior leadership positions of increasing responsibility at ABP Induction, Gemcor, Monarch Machine Tool Company and FMC Corporation. Mr. Hanna holds an MBA degree in Finance from The George Washington University and Bachelor’s degrees in Chemical Engineering and Economics from Bucknell University.

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COMPENSATION DISCUSSION AND ANALYSIS

Business Summary

Broadwind is a precision manufacturer of structures, equipment and components for clean tech and other specialized applications. We provide technologically advanced high value products to customers with complex systems and stringent quality standards that operate in energy, mining and infrastructure sectors, primarily in the United States of America (the “U.S.”). Our capabilities include but are not limited to the following: heavy fabrications, welding, metal rolling, coatings, gear cutting and shaping, gearbox repair, heat treat, assembly, engineering and packaging solutions.

We were incorporated in 1996 in Nevada as Blackfoot Enterprises, Inc., and through a series of subsequent transactions, became Broadwind Energy, Inc., a Delaware corporation, in 2008. Through acquisitions in 2007 and 2008, we focused on expanding upon our core platform as a wind tower manufacturer, established our Gearing segment, and developed and broadened our industrial fabrications capabilities. In early 2017, we acquired Red Wolf Company, LLC, a kitter and assembler of industrial components primarily supporting the global gas turbine market. In 2020, we rebranded to Broadwind, Inc., a reflection of our diversification progress to date and our continued strategy to expand our product and customer diversification outside of wind energy. Effective with our 2020 rebranding, we renamed certain segments. Our Towers and Heavy Fabrications segment was renamed to Heavy Fabrications and our Process Systems segment was renamed to Industrial Solutions. Our Gearing segment name remained the same.

For a more detailed discussion of our business, please see Item 1, “Business”, of our Annual Report.

2021 Business Highlights

●

2021 results were adversely impacted by a decrease in order intake attributable to the COVID-19 pandemic, as well as continued supply chain disruptions that impacted our ability to work efficiently and complete orders timely. Although non-wind orders rebounded in the second half of the year, wind tower orders decreased 27% as the market experienced a pause due to the uncertainty regarding the timing and likelihood of potential wind energy incentives as well as elevated steel prices.

●

From a commercial perspective, outside of the aforementioned decrease in wind tower orders, we experienced a significant recovery in most of the markets served. Our Gearing segment experienced record order intake in late 2021 driven primarily by strength in the oil and gas and mining markets. Our Industrial Solutions segment experienced a surge in 2^nd half orders, and our fourth quarter and full year orders were both record highs in terms of order intake since our 2017 acquisition of Red Wolf. The industrial fabrication product line orders within our Heavy Fabrication segment, also experienced record high orders in both the fourth quarter and 2021 as customers resumed capital spending and inventory purchases in all end-markets served.

●

Total cash and excess availability under the Company’s credit facility decreased 38% to $14.9 million when compared to the prior year.

COVID-19 Pandemic

In March 2020, the World Health Organization recognized a novel strain of coronavirus (COVID-19) as a pandemic. In response to this pandemic, the United States and various foreign, state and local governments have, among other actions, imposed travel and business restrictions and required or advised communities in which we do business to adopt stay-at-home orders and social distancing guidelines, causing some businesses to adjust, reduce or suspend operating activities. The pandemic and the various governments’ response have caused significant and widespread uncertainty, volatility and disruptions in the U.S. and global economies, including in the regions in which we operate.

Our facilities continued to operate as essential businesses in light of the customers and markets served. However, through December 31, 2021, we have experienced an adverse impact to our business, operations and financial results as a result of this pandemic due in part to a decline in order activity levels, manufacturing inefficiencies associated with supply chain disruptions and employee staffing constraints due to the spread of the COVID-19 pandemic. In response to the pandemic, we continue to right-size our workforce and delay certain capital expenditures. In future periods, we may experience weaker customer demand, requests for extended payment terms, customer bankruptcies, additional supply chain disruption, employee staffing constraints and difficulties, government restrictions or other factors that could negatively impact the Company and its business, operations and financial results. As we cannot predict the duration or scope of the pandemic, including in light of the emerging variants, or its impact on economic and financial markets, any negative impact to our results cannot be reasonably estimated, but it could be material.

Although the long-term effects of COVID-19 remain unknown, there have been some lifting of the related restrictions due to the increased availability of vaccinations and government stimulus programs. However, we continue to monitor closely the Company’s financial health and liquidity and the impact of the pandemic on the Company, including emerging variants. We have been able to serve the needs of our customers while taking steps to protect the health and safety of our employees, customers, partners, and communities. Among these steps, we follow the guidance provided by the U.S. Centers for Disease Control and Prevention.

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2021 Named Executive Officers (NEOs)

Our Named Executive Officers for 2021 are:

Name		Position
Eric B. Blashford		President, Chief Executive Officer and Interim Chief Financial Officer
Jason L. Bonfigt (1)		Vice President and Chief Financial Officer
Daniel E. Schueller		President, Broadwind Heavy Fabrications, Inc.
Wayne W. Hanna		President, Brad Foote Gear Works, Inc.

(1)

Mr. Bonfigt was our Vice President and Chief Financial Officer until he separated from the Company effective October 1, 2021.

Executive Compensation Philosophy and Objectives

Our executive compensation program is designed to support the overall objective of maximizing long-term stockholder value by aligning the interests of our executive officers with the interests of our stockholders, and rewarding executive officers for achieving Company and strategic objectives as established by the Compensation Committee. The executive compensation program is also designed to provide compensation opportunities that attract and retain the services of talented and experienced leaders vital to our short and long-term success. This Compensation Discussion and Analysis provides a description of the material elements of our executive compensation practices for our executive officers. This description should be read in conjunction with the Summary Compensation Table and related compensation tables in this Proxy Statement.

How We Make Compensation Decisions

Pay for Performance Alignment

Our executive compensation program is intended to align the interests of our executive officers with those of our stockholders using performance based incentives. The Compensation Committee designed the executive compensation program so that variable pay elements (performance based bonuses and long-term incentives) constitute a significant portion of the target compensation opportunity for each executive officer.

Corporate Governance Framework

The Compensation Committee engages in an ongoing review of our executive compensation program to ensure that it supports our compensation policy and ultimately serves the interests of our stockholders. Following are highlights of our corporate governance framework, which the Compensation Committee believes reinforces our pay for performance philosophy:

●

Significant Compensation at Risk: Variable pay comprises a significant portion of our executive compensation.

●

No Excise Tax Gross-up Payments on Change in Control Benefits: Our executive compensation arrangements do not include excise tax gross-up payments in the event of a change in control.

●

Limited Perquisites and Other Benefits: We do not provide our executive officers with perquisites such as Company vehicles, club memberships, financial planning assistance, tax preparation or other benefits. We do not offer a service-based defined benefit pension plan to our employees.

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Stock Ownership Guidelines: We require our executive officers and directors to meet stock ownership guidelines (ranging from one to five times annual base salary in the case of executive officers and three times annual cash retainer fees in the case of directors). The stock ownership guidelines are described in more detail below in the section entitled “Stock Ownership Guidelines.”

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Anti-Hedging and Anti-Pledging Policies: We have adopted policies whereby directors, officers and certain other key employees are prohibited from entering into hedging transactions or similar arrangements with respect to our securities and may not pledge our securities as collateral for a loan.

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Benchmarking Process: The Compensation Committee reviews the external marketplace and our peer group in order to factor in current competitive and best practices when making compensation decisions.

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Clawback Policy: We adopted a policy whereby the Compensation Committee may in its discretion and to the extent legally permitted, require the return, repayment or forfeiture of any annual or long-term incentive payment or award made or granted to any current or former executive officer during the 36-month period following the filing of financial statements that are later the subject of a material negative restatement.

●

Use of Independent Compensation Consultant: The Compensation Committee has retained Frederic W. Cook & Co., Inc. (“FW Cook”) as its independent compensation consultant.

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Role of Compensation Consultant

Pursuant to the terms of its charter, the Compensation Committee has the authority to retain independent advisors to assist in carrying out its responsibilities. The Compensation Committee has engaged FW Cook, an independent compensation consultant, to advise the Compensation Committee on certain executive compensation matters, including with respect to benchmarking, compensation trends and retention practices. In 2021, FW Cook performed the following services for the Compensation Committee:

●

Provided the Compensation Committee with updates on current trends, regulatory developments and best practices in executive compensation, including insight regarding the impact of the COVID-19 pandemic on compensation decisions generally; and

●

Advised the Compensation Committee regarding various compensation design and reporting matters (with respect to both executive compensation and Board compensation), and attended four (4) Compensation Committee meetings held during the year.

Role of Senior Management in Compensation Decisions

The Board and the Compensation Committee make compensation decisions regarding our executive officers. However, in making executive compensation decisions, the Compensation Committee seeks and considers input from senior management. Senior management regularly participates in the Board’s and the Compensation Committee’s activities in the following specific respects:

●

Our CEO reports to the Compensation Committee with respect to evaluation of the performance of other executive officers. Our CEO makes recommendations as to compensation decisions for these individuals, including base salary levels and the amount and mix of incentive awards. Our CEO is not present when the Compensation Committee deliberates and approves changes to his compensation.

●

Our CEO and Chief Human Resource Officer develop and recommend for consideration by the Compensation Committee performance objectives and targets for our incentive compensation programs. The Compensation Committee makes final determinations of performance objectives and targets.

Consideration of Prior Year Say-on-Pay Vote

In the Compensation Committee’s 2021 compensation setting process, the Compensation Committee considered the results of the votes cast on the “say-on-pay” proposal at our 2020 Annual Meeting of Stockholders and determined that our executive compensation philosophy, objectives and elements continue to be appropriate and align with stockholder interests. In 2021, the Company received a 97% vote in favor of the “say-on-pay” advisory proposal. Accordingly, the Compensation Committee did not make any changes to our 2021 executive compensation program in response to the “say-on-pay” vote.

Use of Peer Group

The Compensation Committee uses a customized peer group for benchmarking purposes. The peer group has been revised and/or updated periodically, following recommendations from the Compensation Committee’s independent compensation consultant. The Compensation Committee considered the appropriate peer group in February 2021 based on criteria that included industry classification, annual revenue, and market capitalization. At that time, two companies were removed from the 2020 peer group as FuelCell Energy, Inc’s and Plug Power, Inc’s market capitalizations were outside of the target market capitalization range. Three additions were made to the peer group (American Super Conductor, Orion Energy System and Thermon Group). Following this review, the Compensation Committee approved the following peer group for 2021 executive compensation benchmarking purposes:

American Super Conductor	Eastern Company	Perma-Pipe International Holdings, Inc.
Argan	Graham Corporation	Preformed Line Products
Capstone Green Energy Corporation	Hurco Companies, Inc.	Thermon Group
DMC Global Inc.	Orion Energy System	Twin Disc, Incorporated

Elements of Compensation

Overview

The Compensation Committee has implemented a formalized compensation structure for our executive officers that includes base salary, an annual incentive opportunity and long-term incentives. In allocating compensation among these components, the Compensation Committee believes that each executive officer’s target compensation should include a significant performance based component. The Compensation Committee does not solely use a formulaic approach in determining the weighting of each component of total compensation. Rather, in setting each separate component of compensation, the Compensation Committee evaluates the total compensation package of each executive officer relative to market, peers and performance.

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Components

Base Salary

We pay our executive officers fixed annual salaries, which provide a degree of financial stability and are intended to reflect the competitive marketplace, to attract and retain quality executive officers. The Compensation Committee reviews base salaries for all executive officers on an annual basis. In determining the base salary for each executive officer, the Compensation Committee assesses the responsibilities associated with the executive officer’s position, individual contributions and performance, skill set, prior experience, and the external market for the position. Although the median of peer group and other external market data is used as a benchmark to set base salaries for our executive officers, actual base salaries may be higher or lower than the median based on the factors set forth above.

Annual Incentive Opportunity

We provide our executive officers with short-term incentive compensation through our annual cash bonus program, the Executive Short-Term Incentive Program (the “STIP”). The STIP is designed to reward our executive officers for achieving pre-established performance goals. The Compensation Committee administers the STIP, including setting annual incentive goals for performance against both financial targets and key business objectives, and then assessing actual performance against those targets at the end of the incentive period. Under the STIP, each executive officer has an annual target bonus opportunity equal to a fixed percentage of base salary, which takes into account peer group market data and the unique skills and contributions of each individual. The STIP target percentage ranges from a minimum of 30% of base salary for certain executive officers, up to 75% of base salary in the case of Mr. Blashford. Actual STIP payouts may range from 0% to 150% of target depending on the level of performance achieved during the year. All payments under the STIP are subject to the discretion of the Compensation Committee.

Long-Term Incentives

We provide our executive officers with long-term incentive compensation through our Executive Long-Term Incentive Program (the “LTIP”), which is administered under the A&R 2015 EIP. The LTIP is designed as a long-term incentive vehicle to retain key executive officers, promote higher levels of Company stock ownership by executive officers, and encourage long-term planning by the senior leadership team. The LTIP is intended to deliver market competitive long-term incentive opportunities that encourage the behaviors and long-term perspective necessary for creating stockholder value. The Compensation Committee administers the LTIP, including setting long-term incentive goals based upon corporate performance and determining the threshold, target and maximum payout levels for each plan year. Under the LTIP, each executive officer has a target bonus opportunity based on peer group market data and the unique skills and contributions of each individual. In recent years, the LTIP has generally been divided into two components: time-based Restricted Stock Units (RSUs) and performance-based RSUs. For LTIP awards beginning in 2019, the Company retained the right to pay out performance-based RSUs using any combination of cash or shares of common stock.

The chart below shows the targeted total compensation mix for Mr. Blashford, our CEO, for 2021:

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2021 Compensation

Base Salary

Base salaries for executive officers are reviewed annually by the Compensation Committee, or when there is a significant change in responsibilities. Mr. Blashford’s annual base salary was increased from $400,000 in 2020 to $425,000 effective June 21, 2021. For additional information regarding the Blashford Employment Agreement, please see the discussion entitled “Employment Agreement with CEO” in this Proxy Statement. Jason Bonfigt’s base salary was increased from $275,000 in 2020 to $286,000 effective June 21, 2021. Mr. Schueller’s base salary was increased from $256,000 in 2020 to $262,400 effective June 21, 2021. Mr. Hanna’s base salary remained the same from 2020 to 2021 at $215,000. The following table sets forth 2021 base salary information for our NEOs:

Executive Officer	Beginning Base Salary		Adjustment Date	New Base Salary
Eric B. Blashford	$	400,000	June 21, 2021	$	425,000
Jason L. Bonfigt	$	275,000	June 21, 2021	$	286,000
Daniel E. Schueller	$	256,000	June 21, 2021	$	262,400
Wayne W. Hanna	$	215,000	N/A	$	215,000

Annual Incentive Opportunity

2021 STIP Payout

STIP targets for 2021were based 50% on earnings targets, 25% on revenue from a diverse set of customers and products (“Diverse Revenue”) and 25% on the effective management of working capital. For the earnings target, the Compensation Committee selected Consolidated EBITDA as the most relevant measure of consolidated financial performance because it believes that it most comprehensively captures the management of revenue, margins, and cash expenses. STIP targets are set for each individual business unit and also for the Company based on consolidated financial performance. Messrs. Blashford and Bonfigt were compensated based on consolidated financial performance of the Company. Mr. Schueller’s STIP is based 50% on results for the Heavy Fabrications business unit segment and 50% on results for the consolidated financial performance of the Company. Mr. Hanna’s STIP is based 50% on results for the Gearing business unit segment and 50% on results for the consolidated financial performance of the Company.

The following table shows the threshold, target and maximum 2021 EBITDA targets established for purposes of determining 2021 STIP award payouts for our NEOs:

	Threshold (50% payout)		Target (100% payout)		Maximum (150% payout)
2021 Consolidated EBITDA (Consolidated Broadwind)	$	5,116,000	$	7,385,000	$	9,516,000
2021 EBITDA - Heavy Fabrications Segment	$	7,000,000	$	8,500,000	$	9,300,000
2021 EBITDA - Gearing Segment	$	2,500,000	$	3,011,000	$	4,000,000

For 2021, we reported Consolidated EBITDA of $13,209,000. However, the Compensation Committee excluded the Paycheck Protection Program (“PPP”) loan forgiveness amount of $9,151,000 resulting in an adjusted balance of $4,058,000, below the threshold amount, resulting in no payout for the consolidated financial performance component of the 2021 STIP.

For 2021, we reported EBITDA for the Heavy Fabrications segment of $12,727,000. However, the Compensation Committee excluded the PPP loan forgiveness amount of $5,855,000 resulting in an adjusted balance of $6,872,000, below the threshold amount, resulting in no payout for the financial performance component of the 2021 STIP for Mr. Schueller.

For 2021, we reported EBITDA for the Gearing segment of $3,758,000. However, the Compensation Committee excluded the PPP loan forgiveness amount of $2,472,000 resulting in an adjusted balance of $1,286,000, below the threshold amount, resulting in no payout for the financial performance component of the 2021 STIP for Mr. Hanna.

The following table shows the threshold, target and maximum 2021 Diverse Revenue targets established for purposes of determining 2021 STIP award payouts for our NEOs:

	Threshold (50% payout)		Target (100% payout)		Maximum (150% payout)
2021 Consolidated Diverse Revenue	$	31,593,000	$	37,891,000	$	46,286,000
2021 Diverse Revenue - Heavy Fabrications Segment	$	21,000,000	$	22,683,000	$	27,220,000
2021 Diverse Revenue - Gearing Segment	$	9,138,000	$	12,500,000	$	15,000,000

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For 2021, we recorded Consolidated Diverse Revenue of $31,628,000, an achievement slightly above threshold, resulting in a payout of 50.28% of target for this 25% component of the 2021 STIP for Mr. Blashford.

For 2021, we recorded Diverse Revenue for the Heavy Fabrications segment of $19,988,000, an achievement slightly below threshold. The Board approved a discretionary payment for this component, resulting in a payout of 50.28% of target for this 25% component of the 2021 STIP for Mr. Schueller.

For 2021, we recorded Diverse Revenue for the Gearing segment of $8,832,000, an achievement slightly below threshold. The Board approved a discretionary payment for this component resulting in a payout of 50.28% of target for this 25% component of the 2021 STIP for Mr. Hanna.

The following table shows the threshold, target and maximum 2020 targets for Cash Conversion Cycle (“CCC”), a STIP metric introduced in 2019 related to the effective management of working capital. The CCC is calculated using as a 13-point month-end average of: (a) the number of days sales tied up in accounts receivable net of customer deposits; plus (b) the number of days cost of sales tied up in inventories; less (c) the number of days cost of sales financed by accounts payable. The introduction of the CCC target reflects the desire to increase management’s focus on improving the efficiency of the cash conversion process and thereby improve liquidity and reduce interest expense.

In 2021, the 13-point CCC averaged 41 days for Consolidated, which was below the threshold amount, resulting in no payout for the financial performance component of the 2021 STIP for Mr. Blashford.

In 2021, for Broadwind Heavy Fabrications, the 13-point CCC averaged 21 days, which below the threshold amount, resulting in no payout for the financial performance component of the 2021 STIP for Mr. Schueller.

In 2021, for Brad Foote Gearing, the 13-point CCC averaged 84 days, which below the threshold amount, resulting in no payout for the financial performance component of the 2021 STIP for Mr. Hanna.

Based on these factors, total 2021 STIP payouts to the NEOs were as follows:

Executive Officer	2021 STIP Payout
Jason L. Bonfigt (former) (1)	$	—
Eric B. Blashford	$	39,105
Daniel E. Schueller	$	13,105
Wayne W. Hanna	$	8,153

(1) No STIP payment due to resignation on October 1, 2021.

Long-Term Incentives

2019 LTIP Awards:

For 2019, the LTIP was structured as a blend of time-based RSUs and performance-based RSU with a three-year performance period. The value of the award was linked to a targeted percentage of the executive’s base salary, with 45% of the total value denominated in RSUs and 55% of the total value denominated in performance-based RSUs. The structure and targets for the performance-based portion of the LTIP award were modified in 2019 due to a shift in strategy to increase focus on the desire to diversify both customers and products. Consequently, the targets for the 2019 award were linked to sales in the 2021 calendar year of new products to existing customers and sales to new customers.

The following targets were set for threshold, target and maximum for the 2019 Awards

Performance Measure	Revenue from Product Expansion (PEX) for the fiscal year 2021

No. of Shares Subject to Performance Measure:	Target Number of Shares Subject to Award Agreement
Target, Threshold and Maximum:
	2021 PEX ($ millions)		Payout Percentage
Threshold	$	10.00		0	%
Target	$	20.00		100	%
Maximum	$	35.00		200	%

	0	%		100	%		200	%
Threshold			Target			Max			Actual		Achieved
$	10,000		$	20,000		$	35,000		$	31,628		177.52	%

Actual results for the 3-year period in revenue from Product Expansion (PEX) was $31,628,000 above the target level and below maximum level. Consequently, these awards settled at 177.52% of target, resulting in the following share issuances on March 2, 2022.

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Executive Officer	Shares Issued
Eric B. Blashford		113,503
Jason L. Bonfigt (1)	N/A
Daniel E. Schueller		40,547
Wayne W. Hanna		28,744

(1) Shares forfeited due to resignation on October 1, 2021.

2020 LTIP Awards:

For 2020, the LTIP was structured as a blend of time-based RSUs and performance-based RSUs with a three-year performance period which may be settled in either cash or stock at the discretion of the Compensation Committee. The value of each individual award was tied to a targeted percentage of the executive’s base salary, with 45% of the total value denominated in time-based RSUs and 55% of the total value denominated in performance-based RSUs, retaining the structure of previous LTIP awards. The structure and targets for the performance-based portion of the LTIP awards were focused on the desire to diversify both customers and products. Consequently, the targets for the 2020 award were linked to sales in the 2022 calendar year of new products to existing customers and sales to new customers subject to certain margin thresholds.

The following table summarizes the awards granted in 2020 to the NEOs under the LTIP, as approved by the Compensation Committee at its February 2020 meeting:

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Executive Officer	Targeted 2020 LTIP Value (% of Base Salary) (1)		2020 LTIP Time-Based RSUs Granted (2)		2020 LTIP Performance-Based RSUs Issued in Cash at Target (3)
Eric B. Blashford		75		67,500	$	165,000
Jason L. Bonfigt (4)		50		30,938		75,625
Daniel E. Schueller		40		23,040	$	56,320
Wayne W. Hanna		30		14,513	$	35,475

(1) The Committee elected to set a share price floor of $2.00 for purposes of calculating the quantity of shares granted. As such, the grant date fair value of the shares awarded was below the targeted value as a percentage of base salary.

(2) Represents 45% of total 2020 LTIP value.

(3) Represents 55% of total 2020 LTIP value at target. Actual payout ranges from 0% to 200% of target. Due to share availability, the performance-based award, if earned, may be issued in cash.

(4) Awards forfeited due to resignation on October 1, 2021.

2021 LTIP Awards

For the 2021 LTIP awards, the Compensation Committee re-introduced a Performance Index (PI) for calculating performance based LTIP payouts.

The performance-based RSU awards are tied to our success at growing stockholder value over the three-year performance period ending December 31, 2023, as calculated below:

PI is measured annually, as: (Consolidated EBITDA x Target Multiple) – Average Net Debt

Average Shares Outstanding

Where:

Target Multiple: Is set annually by the Board to approximate EBITDA multiples for peers

Average Net Debt: Average of 12 monthly totals of Short-term debt + Long-term debt –Cash & Marketable Securities

Average Shares Outstanding: As presented in our external financial statements

The following table summarizes the awards granted in 2021 to the NEOs under the LTIP, as approved by the Compensation Committee at its February 2021 meeting.

Executive Officer	Targeted 2021 LTIP Value (% of Base Salary)	2021 LTIP Time-Based RSUs Granted	2021 LTIP Performance-Based RSUs Granted
Eric B. Blashford	75	27,000	33,000
**Jason L. Bonfigt	50	12,375	15,125
Daniel E. Schueller	40	9,216	11,264
Wayne W. Hanna	30	5,805	7,095

** Mr. Bonfigt's shares were forfeited upon his resignation on October 1, 2021.

2022 Compensation

Base Salary

Base salaries for executive officers are reviewed annually by the Compensation Committee, or when there is a significant change in responsibilities. The following table sets forth 2022 base salary information for our NEOs. In February 2022, the Compensation Committee approved the adjustments listed below to the base salaries of the NEOs effective July 1, 2022.

Executive Officer	Beginning Base Salary		Adjustment Date	New Base Salary
Eric B. Blashford	$	425,000	July 1, 2022	$	431,375
Daniel E. Schueller	$	262,400	July 1, 2022	$	266,366
Wayne W. Hanna	$	215,000	July 1, 2022	$	217,150

Annual Incentive Opportunity

2022 STIP Awards

The structure of the STIP program was unchanged in 2022.

Long-Term Incentive Opportunity

2022 LTIP Awards

The structure of the LTIP program was unchanged in 2022.

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Other Compensation Practices and Policies

Severance and Change in Control Provisions

Our employment agreement with Mr. Blashford and our severance and non-competition agreements with our other named executive officers contain severance and change in control provisions. These are more fully described below under the heading “Potential Payments Upon Termination of Employment or Change in Control.” The severance provisions are intended to protect the executive officers from the loss of reasonably expected compensation and benefits (i) if we terminate the executive officer’s employment without cause or (ii) in the case of Mr. Blashford, if such employee terminates his employment for good reason. We provide severance benefits to recruit and retain executive officers, and we believe this benefit enhances our ability to attract and retain executive officers during challenging economic circumstances and in a competitive job market for executive talent. We believe the change in control provisions are aligned with the interests of our stockholders, enabling us to retain the executive officers in the event of a pending, threatened or actual change in control. The provisions are also intended to provide our executive officers with incentives to obtain the highest possible value in the event of a future acquisition of the Company, despite the risk of losing employment.

Other Benefits

Our executive officers participate in our corporate-wide benefit programs and are provided benefits that are generally commensurate with the benefits provided to other full-time employees, which includes participation in our qualified defined contribution plan. We do not provide our executive officers with perquisites or other personal benefits such as Company vehicles, club memberships, financial planning assistance, tax preparation, or other benefits. Term life insurance is provided to Messrs. Blashford and Bonfigt. The provision of Mr. Bonfigt’s term life insurance ended upon his resignation on October 1, 2021. These perquisites are disclosed in the “Details Behind All Other Compensation Column” table below.

Stock Ownership Guidelines

To further align the interests of our executive officers and directors with the interests of our stockholders, the Board adopted stock ownership guidelines for our executive officers and directors in March 2011. The required stock ownership levels are to be achieved within five years of first appointment or election as an executive officer or director, as applicable. The stock ownership guidelines require (i) each director to own a number of shares of our common stock having a value equal to three times the annual cash retainer fees earned in the immediately preceding calendar year, and (ii) each executive officer to own a number of shares of our common stock having a value equal to a multiple of the executive officer’s base salary then in effect, divided by the closing price of our common stock, as follows:

Position		Multiple of Base Salary
President and CEO

Threshold (50% payout)

Target (100% payout)

Maximum (150% payout)

2021 Avg. CCC (days) Consolidated

2021 Avg. CCC (days) - Heavy Fabrications Segment

2021 Avg. CCC (days) - Gearing Segment