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:

MSA Safety Incorporated

(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):

20202021 Proxy Statement

YOUR VOTE IS IMPORTANT

Please vote by using the internet, telephone, smartphone

or by signing, dating and returning the enclosed proxy card

MSA SAFETY INCORPORATED   ∎   1000 CRANBERRY WOODS DRIVE, CRANBERRY TOWNSHIP, PENNSYLVANIA 16066   ∎   PHONE(724) 776-8600

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TOTHE HOLDERSOF COMMON STOCKOF

MSA SAFETY INCORPORATED:

Notice is hereby given that the Annual Meeting of Shareholders of MSA Safety Incorporated will be held on Tuesday,Wednesday, May 12, 202019, 2021 at 9:00 A.M., Eastern Time, via a live audio webcast only at www.virtualshareholdermeeting.com/MSA2020MSA2021 for the purpose of considering and acting upon the following:

(1)    Election of Directors for 2023:2024:    The election of threetwo directors for a term of three years;

(2)    Selection of Independent Registered Public Accounting Firm:    The selection of the independent registered public accounting firm for the year ending December 31, 2020;2021;

(3)    Say on Pay:    To provide an advisory vote to approve the executive compensation of the Company’s named executive officers;

and such other business as may properly come before the Annual Meeting or any adjournment thereof.

Only the holders of record of Common Stock of the Company on the books of the Company at the close of business on February 12, 202019, 2021 are entitled to notice of and to vote at the meeting and any adjournment thereof.

Notice of Internet Availability of Proxy Materials: Instead of mailing printed proxy materials in 2021, on April 9, 2021, we mailed a Notice of Internet Availability of Proxy Materials advising shareholders to view our Proxy Statement, Proxy Card and 2020 Annual Report free of charge online at www.proxyvote.com, or to request paper or email copies. Only shareholders who have requested printed materials will receive them. We encourage all shareholders to access the Company’s proxy materials online to reduce the environmental impact and costs associated with paper copies.

You are cordially invited to attend the meeting. Whether or not you expect to attend the meeting, please vote by promptly submitting your proxy by mail, by the internet or by phone. If you attend the meeting, you may, if you wish, withdraw your proxy and vote your shares during the meeting.

By Order of the Board of Directors,

RICHARD W. RODA

    Secretary

April 7, 20209, 2021

TABLE OF CONTENTS

PROXY SUMMARY

20202021 Annual Meeting of Shareholders

Voting Matters

Mr. William M. Lambert, Ms. Diane M. Pearse,Sandra Phillips Rogers and Mr. Nishan J. VartanianJohn T. Ryan III were nominated by the Board for election in the Class of 2023.2024. The table beginning on page 2 sets forth certain information about the nominees, allboth of whom are currently members of the Board, and about the other directors whose terms of office will continue after the Annual Meeting. We are asking shareholders to vote FOR the election of the nominees, each of whom has consented to be named as a nominee and to serve if elected.

We are asking shareholders to approve the selection of Ernst & Young LLP as our independent registered public accounting firm for 2020.2021.

We are asking shareholders to vote FOR the Company’s compensation of the named executive officers. The Board and the Compensation Committee will take into account the outcome when considering future executive compensation arrangements. In 2019,2020, the shareholders voted in favor of the Company’s executive compensation program, with 99%98% of the votes cast by shareholders voting FOR the proposal. The Board and Compensation Committee took this vote into consideration in designing the executive compensation program for 2020.2021. Please see the Compensation Discussion and Analysis in the proxy statement for complete details about compensation for the named executive officers.

Your Vote is Important: Shareholders can vote using any of the following methods

BY INTERNET USING YOUR COMPUTER		BY TELEPHONE		BY INTERNET USING YOUR TABLET OR SMARTPHONE		BY MAILING YOUR PROXY CARD

Please refer to your proxy card and/or voting instruction form for internet, telephone, smartphone or mail instructions. If you receive a notice of internet availability of proxy materials, you may vote by following the instructions contained in that notice.

FREQUENTLY ASKED QUESTIONS

Certain shareholder votes take place each year at the Annual Meeting of Shareholders. Since most shareholders do not attend the annual meeting,Annual Meeting, we request your authorization (or your “proxy”) in advance to instruct designated persons (your “proxy holders”) how to vote your shares at the meeting. A proxy statement is a document we are required to give you when requesting your voting authority and instructions. Regulations of the U.S. Securities and Exchange Commission (the “SEC”) also require that we include specific information about the Company in the proxy statement.

All shareholders of MSA Safety Incorporated as of February 12, 2020,19, 2021, the “record date” for this year’s Annual Meeting of Shareholders, are entitled to vote at the meeting. We are furnishingproviding access to this proxy statement and proxy card, along with our annual report, to all shareholders of record as of the record date.

Shareholders of Record

Shareholders can own stock directly in their own name through our transfer agent, Broadridge Corporate Issuer Solutions. Such shareholders are referred to as shareholders of record. When you are a shareholder of record, we will provide you directly with notice of access to the proxy statement and an accompanying proxy card.

Beneficial Owners

Shareholders can also own stock indirectly, through one or more brokers or institutions.intermediaries. Such shareholders are referred to as beneficial owners. When you are a beneficial owner, your stock is registered in the name of your broker or other institution. We mail proxy statements for beneficial owners tointermediary. It is the responsibility of the broker or other institution. It is their responsibilityintermediary to forward you the notice of internet availability of proxy statement,materials, along with instructions about how to vote your shares. Shareholders can be both shareholders of record for some shares and beneficial owners for other shares and may own shares through multiple brokerage or institutionalintermediary accounts. Such shareholders will receive separate proxy materials for each account, and it is necessary for such beneficial owners to vote the shares for each account.

Important Information for MSA Employees

MSA employees may own stock a number of ways, including but not limited to stock held as shareholder of record or as a beneficial owner as described above, and stock purchased while an employee pursuant to a MSA benefit plan such as the Employee Stock Purchase Plan (ESPP) or the MSA Stock Fund of the MSA Retirement Savings Plan (401(k)). If you hold shares in more than one of these ways, you will receive multiple setsnotifications of the availability of proxy materials. You must complete each set of proxy materials you receive in order to vote the shares covered by such materials.

AIn accordance with the rules of the SEC, the Company has elected to furnish proxy card or other voting instructions accompany each setmaterials by sending a notice of internet availability of proxy materials. When you are a shareholdermaterials to its shareholders. Shareholders will have electronic access to our proxy materials through the internet but will not receive paper proxy materials unless they request them as provided for in the notice of record, we send you a proxy card along withavailability. The notice of availability will provide instructions for shareholders to access the proxy statement.materials and vote their shares. Providing the notice of availability reduces the environmental impact and costs associated with printed materials.

You may vote by telephone, the internet or by following the instructions on your notice of internet availability of proxy materials or proxy card. When you are a beneficial owner, the brokercertain brokers or other institutioninstitutions that holdshold your shares will forward you a voting instruction form.form to you. It is important to follow the instructions on each notice of availability, proxy card and voting instruction form you receive or those particularto ensure that all of your shares will not beare voted.

This indicates that you hold shares in multiple accounts. Please follow the voting instructions for each set of materials you receive.received. It is necessary to cast a vote forall sets of materials you receive or some of your shares will not be voted.

If you do not complete a proxy or voting instruction form(s), then those particular shares will not be voted in director elections or the advisory vote to approve the executive compensation of the named executive officers.

The Company will file the final voting results with the SEC and publish them on our website within four business days following the Annual Meeting of Shareholders.

VIRTUAL MEETING INFORMATION AND QUESTIONS

MSA will not hold a physical, in-person Annual Meeting of Shareholders in 2020.2021. Instead, due to the uncertaincontinuing public health impact of coronavirus (“COVID-19”), the Annual Meeting of Shareholders will be held in a virtual meeting format only using an audio webcast.

It is not necessary to attend the meeting to vote your shares. To vote your proxy by mail, mark your vote on the proxy card and follow the mailing directions on the card. To vote your proxy by telephone or electronically using a smartphone, tablet or the internet, follow the instructions on the proxy card. If you received a notice of internet availability of proxy materials, you may vote by following the instructions contained in the notice. Whether or not you expect to attend the virtual meeting, we encourage you to vote by proxy as soon as possible, in case you later decide not to attend the meeting. Shareholders of record as of the record date for the meeting who wish to attend the virtual meeting must use the following link on the day of the meeting:

www.virtualshareholdermeeting.com/MSA2020MSA2021

Upon accessing the link, shareholders must enter the12-digit control number found on their proxy card, voting instruction form or notice.notice of internet availability of proxy materials. Otherwise, admittance to the meeting will not be approved.

How can I vote my shares without attending the meeting?

To vote your shares without attending the virtual meeting, please follow the instructions on the proxy card and/or voting informationinstruction form(s) you received. If you receive a notice of internet availability of proxy materials, you may vote by following the instructions contained in the notice. This way your shares will be represented whether or not you are able to attend the meeting. You are encouraged to vote by proxy in advance of the meeting, in case you later decide not to attend the meeting.

What will I need to do in order to attend the meeting?

You are only entitled to attend the virtual meeting if you were a shareholder of record as of the record date for the meeting or you hold a valid proxy for the meeting. You may attend the meeting and submit a question during the meeting by visiting the website above and using your control number to enter the meeting.

How can I attend at the meeting?

While it is not necessary for you to attend the meeting in order to vote your shares, shareholdersyou may attend the meeting and submit a question during the meeting by visiting the website listed above. To participate in the meeting, you will need theabove and using your 12-digit control number included on your proxy card, notice of internet availability of proxy materials or on the instructions that accompanied your proxy materials. voting instructions.

During the meeting, you will participate in an audio webcast as a “listen only” participant. Shareholders may submit written questions either in advance of or while participating in the meeting, using the virtual meeting website. The meeting will start at 9:00 A.M., Eastern Time on May 12, 2020.19, 2021. We encourage you to access the meeting website prior to the start time. If you encounter any difficulties accessing the virtual meeting during the check-incheck in or meeting time, please contact the technical support number that will be posted on the website log-in page. We will follow established meeting rules and procedures which afford the same treatment to all participating shareholders. Additionally, we will use software that verifies the identity of each participating shareholder and ensures they are granted the same access rights they would have at an in-person meeting.

20192020 ENVIRONMENTAL, SOCIAL AND GOVERNANCE HIGHLIGHTS

As a company whose mission has been dedicated to protecting worker health and safety for over 105106 years, social responsibility is deeply embedded into the culture of the Company. The Company maintains a Corporate Social Responsibility program to more formally address key ESG matters. More information about the Company’s program can be found by visiting www.msasafety.com/www.MSAsafety.com/corporate-responsibility. The following are highlights of the Company’s ESG activities. To obtain specific data on the categories reviewed below, please consult the Company’s 2020 Corporate Social Responsibility Report, which can be found by visiting the website above.

ENVIRONMENTAL

MSA is committedstrives to conductingconduct its business in a manner that is environmentally sustainable,responsible and that protectshelps to protect the natural resources of our environment, and that complies with applicable laws and regulations.environment. The Company views its environmental efforts ason a continuous improvement effort,basis, and each year MSA takes steps to further expand and enhance its environmental programs. In 2019,2020, the Company completed a variety of actions as part of its commitment to the environment, including those listed in the table below. Further enhancements are plannedongoing for 2020.2021.

SOCIAL

MSA is steadfastly committed totakes pride in its corporate citizenship, which the Company defines to include a responsibility to employeesits associates and the communities in which the Company operates. MSA takes great pride in themaintains numerous programs it maintains, highlights of which are summarized in the following table.including, but not limited to, those highlighted below.

Scan the QR Code below to access the MSA CSR Report through any internet enabled smart device

MSA SAFETY INCORPORATED

PROXY STATEMENT

Important Notice Regarding the Availability of Proxy Materials for the Shareholders Meeting

to be held on May 12, 202019, 2021

The 20202021 Proxy Statement and the Annual Report to Shareholders for the year ended December 31, 20192020

are also available at www.proxyvote.com

The 20202021 Annual Meeting of Shareholders for the year ended December 31, 20192020 will convene via webcast at www.virtualshareholdermeeting.com/MSA2020MSA2021

This Proxy Statement is furnished in connection with the solicitation by the Board of Directors (the “Board”) of MSA Safety Incorporated (the “Company” or “MSA”) of proxies in the accompanying form to be voted at the Annual Meeting of Shareholders of the Company to be held on Tuesday,Wednesday, May 12, 2020,19, 2021, and at any and all adjournments thereof, for the purposes set forth in the accompanying Notice of Annual Meeting of Shareholders.

Instead of mailing printed proxy materials in 2021, on April 9, 2021, we mailed a Notice of Internet Availability of Proxy Materials advising shareholders to view our Proxy Statement, Proxy Card and 2020 Annual Report free of charge online at www.proxyvote.com, or to request paper or email copies. Only shareholders who have requested printed materials will receive them. We encourage all shareholders to access the Company’s proxy materials online to reduce the environmental impact and costs associated with paper copies. To vote your proxy by mail, mark your vote on the proxy card, and follow the mailing directions on the card. To vote your proxy by telephone or electronically using a smartphone, tablet or the internet, follow the instructions on the proxy card. If you received a notice of internet availability of proxy materials, you may vote by following the instructions contained in the notice. The proxy holders will vote your shares according to your directions. If you sign and return your proxy card but do not mark any selections, your shares represented by that proxy will be voted as recommended by the Board.

We encourage you to vote by proxy as soon as possible. A shareholder giving the accompanying proxy by mail has the power to revoke or change it at any time prior to its exercise upon written notice given to the Secretary of the Company. Please note that, in order to be effective, the revocation or change must be received by the Company by 11:59 p.m. EDT on May 11, 2020.18, 2021. The mailing address of the principal executive offices of the Company is 1000 Cranberry Woods Drive, Cranberry Township, PA 16066. A shareholder voting the proxy by telephone or internet has the power to revoke or change such proxy vote by voting again and following the instructions and meeting the deadlines for such vote as set forth on the proxy card.

VOTING SECURITIES AND RECORD DATE

As of February 12, 2020,19, 2021, the record date for the Annual Meeting, 38,858,32139,089,206 shares of Common Stock were issued and outstanding.

Only holders of Common Stock of the Company of record on the books of the Company at the close of business on February 12, 2020,19, 2021, are entitled to notice of and to vote at the Annual Meeting and at any adjournment thereof. Such holders are entitled to one vote for each share held and do not have cumulative voting rights with respect to the election of directors. Holders of outstanding shares of the Company’s 4¹/₂% Cumulative Preferred Stock are not entitled to vote at the meeting.

See “Stock Ownership” on page 4951 below for information with respect to share ownership by the directors and executive officers of the Company and the beneficial owners of 5% or more of the Company’s Common Stock.

PROPOSAL NO. 1

ELECTION OF DIRECTORS

At the Annual Meeting, threetwo directors will be elected to serve until the Annual Meeting in 2023. Mr. William M. Lambert,2024. Ms. Diane M. Pearse,Sandra Phillips Rogers and Mr. Nishan J. VartanianJohn T. Ryan III were nominated by the Board for election in the Class of 2023.2024. The Board of Directors and its Nominating and Corporate Governance Committee recommend a vote FOR the election of the nominees, each of whom has consented to be named as a nominee and to serve if elected. Properly submitted proxies that are timely received will be voted for the election of the nominees named below, unless otherwise directed thereon, or for a substitute nominee designated by the Nominating and Corporate Governance Committee in the event a nominee named becomes unavailable for election.

The following table sets forth certain information about the nominees, all of whom are currently members of the Board, and about the other directors whose terms of office will continue after the Annual Meeting. Mr. Thomas W. Giacomini resigned from the Board on June 21, 2020.

Nominees for terms expiring in 20232024

William M. Lambert, Retired (2018); presentlyNon-Executive Chairman of the Board; formerly Chairman and Chief Executive Officer of the Company; Mr. Lambert was elected Chairman in May 2015 and prior thereto was President and Chief Executive Officer. Mr. Lambert is currently a Director of Kennametal Inc. Qualifications: Mr. Lambert served MSA as an employee for over 35 years, joining the Company as a design engineer, and worked in a number of executive capacities for more than 20 years. As a former CEO of the Company, and given his long tenure with the Company, Mr. Lambert brings to the board extensive experience in the Company’s business with particular expertise in the oversight and execution of the Company’s business strategy, along with product development, marketing, finance and the global safety products industry.				Age:62 Director Since:2007
Diane M. Pearse, Chief Executive Officer and President, Hickory Farms, LLC (a specialty foods company) since March 2016. Ms. Pearse was Chief Operating Officer, Garrett Brands, LLC (a provider of handcrafted and artisanal popcorn) from May 2015 to March 2016, and prior thereto, Ms. Pearse was Senior Vice President, Operations and Merchandising for Redbox Automated Retail, LLC (a fully automated DVD rental company). Qualifications: Ms. Pearse brings extensive financial, accounting, and operational expertise to the Company’s board, given her substantial financial oversight experience and business leadership for several large consumer products and retail companies. Committees:Audit; Compensation; Finance (Chair); Law				Age:62 Director Since:2004
Nishan J. Vartanian, President and Chief Executive Officer of the Company since May 2018. Prior thereto, Mr. Vartanian was President and Chief Operating Officer since June 2017; Senior Vice President and President, MSA Americas from July 2015 to June 2017; and Vice President and President, MSA North America from August 2013 to July 2015. Qualifications: Mr. Vartanian has served MSA as an employee for 34 years, joining the Company as a sales representative, and has worked in a number of executive management capacities over the past eight years. As the Company’s President and Chief Executive Officer, and given his long tenure with the Company, Mr. Vartanian brings to the board extensive experience in the Company’s business with particular expertise in the oversight and execution of the Company’s business strategy, along with product development, marketing, sales, finance and the global safety products industry.				Age:60 Director Since:2017

Continuing Directors with terms expiring in 2022

Robert A. Bruggeworth, President and Chief Executive Officer, and a Director of Qorvo, Inc. (high-performance RF components and compound semiconductors manufacturer) since January 2015. Prior to the merger of RF Micro Devices, Inc. (“RFMD”) and TriQuijnt Semiconductor, Inc. to form Qorvo, Inc., he was President and CEO of RFMD.   Qualifications: As the CEO of a publicly traded international corporation, Mr. Bruggeworth brings to the Company’s board specific expertise in managing a large, global business, along with specific expertise in mergers and acquisitions, manufacturing, marketing and material sourcing for high technology products.   Committees: Compensation; Nominating and Corporate Governance (Chair); Mr. Bruggeworth also serves as the lead independent director					Age:5960 Director Since:2007
Gregory B. Jordan, Executive Vice President, General Counsel, and Chief Administrative Officer of The PNC Financial Services Group, Inc., since February 2016; prior thereto, Mr. Jordan was Executive Vice President and General Counsel since October 2013. Prior to his roles with The PNC Financial Services Group, Inc., Mr. Jordan was the global managing partner of Reed Smith LLP and chairman of the senior management team and executive committee of the firm.   Qualifications:As the General Counsel and Chief Administrative Officer of a large publicly traded corporation, and as the former managing partner for a global law firm, Mr. Jordan has extensive global legal and operational expertise, as well as broad experience in overseeing a large publicly traded corporation, along with extensive global legal expertise.corporate strategy, corporate governance and risk management.   Committees: Law					Age:6061 Director Since:2019
Rebecca B. Roberts, Retired (2011); formerly President of Chevron Pipe Line Company since 2006, a wholly owned subsidiary of Chevron Corp. (a petroleum producer), managing more than 10,000 miles of oil and petroleum products pipelines throughout North America; prior thereto, Ms. Roberts was President of Chevron Global Power Generation, maintaining a portfolio of commercial power plants in the U.S., Asia and Europe; currently a Director of Black Hills Corporation and AbbVie Inc.   Qualifications: As the former President of a large oil and gas company, combined with her prior international executive leadership positions, Ms. Roberts brings to the Company’s board significant international business management, operations and workplace safety expertise, along with extensive oil, gas and petrochemical industry expertise.   Committees: Compensation (Chair); Nominating and Corporate Governance					Age:6768 Director Since:2013
William R. Sperry, SeniorExecutive Vice President and Chief Financial Officer of Hubbell Incorporated since 2012; prior thereto, Mr. Sperry was Vice President, Corporate Strategy and Development and Head of Investor Relations of Hubbell Incorporated. Prior to his roles with Hubbell Incorporated, Mr. Sperry held various roles in the investment banking, financial services and consulting industries.   Qualifications:As the Chief Financial Officer of a publicly traded international corporation, and as a former investment banking executive, Mr. Sperry has broad experience in overseeing a large international business, along with specific expertise in mergers and acquisitions, corporate governance and risk management.   Committees: Audit;Audit (Chair); Finance					Age:5859 Director Since:2019

Continuing Directors with terms expiring in 2023

William M. Lambert, Retired (2018); previously served as Non-Executive Chairman of the Board from May 2018 to May 2020; formerly Chairman and Chief Executive Officer of the Company. Mr. Lambert is currently a Director of Kennametal Inc. Qualifications: Mr. Lambert served MSA as an employee for over 35 years, joining the Company as a design engineer, and worked in a number of executive capacities for more than 20 years. As a former CEO of the Company, and given his long tenure with the Company, Mr. Lambert brings to the board extensive experience in the Company’s business with particular expertise in the oversight and execution of the Company’s business strategy, along with product development, marketing, finance and the global safety products industry.							Age: 63 Director Since: 2007
Diane M. Pearse, Chief Executive Officer and President, Hickory Farms, LLC (a specialty foods company) since March 2016. Ms. Pearse was Chief Operating Officer, Garrett Brands, LLC (a provider of handcrafted and artisanal popcorn) from May 2015 to March 2016, and prior thereto, Ms. Pearse was Senior Vice President, Operations and Merchandising for Redbox Automated Retail, LLC (a fully automated DVD rental company). Qualifications: Ms. Pearse brings extensive financial, accounting, and operational expertise to the Company’s board, given her substantial financial oversight experience and business leadership for several large consumer products and retail companies. Committees: Audit; Compensation; Finance (Chair); Law							Age: 63 Director Since: 2004
Nishan J. Vartanian, Chairman, President and Chief Executive Officer of the Company. Mr. Vartanian was elected Chairman in May 2020. Prior to election as President and Chief Executive Officer in May 2018, Mr. Vartanian was President and Chief Operating Officer since June 2017; Senior Vice President and President, MSA Americas from July 2015 to June 2017; and Vice President and President, MSA North America from August 2013 to July 2015. Qualifications: Mr. Vartanian has served MSA as an employee for 35 years, joining the Company as a sales representative, and has worked in a number of executive management capacities over the past eight years. As the Company’s President and Chief Executive Officer, and given his long tenure with the Company, Mr. Vartanian brings to the board extensive experience in the Company’s business with particular expertise in the oversight and execution of the Company’s business strategy, along with product development, marketing, sales, finance and the global safety products industry.							Age: 61 Director Since: 2017

Director Independence

The Board has determined that each of directors Bruggeworth, Giacomini, Jordan, Pearse, Roberts, Rogers, Ryan and Sperry is an independent director. An independent director is a director who has no material relationship with the Company, either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company. The independent directors have specifically considered and determined that Mr. Ryan, who retired as CEO of the Company over ten years ago, is an independent director. One reason for this is that, given Mr. Ryan’s substantial ownership interest in MSA (see Stock Ownership, page 4951 below), he is particularly aligned in independently representing the interests of shareholders.

In making its independence determinations, the Board reviewed the director’s individual circumstances, the corporate governance standards of the New York Stock Exchange and the Board’s independence standards. These standards are available in the Corporate Governance section of the Company’s internet website at www.MSAsafety.com. They are summarized below.

Disqualifying Relationships

The following relationships are considered to be material relationships that would impair a director’s independence:

Non-Disqualifying Relationships

The following relationships are not considered to be material relationships that would impair a director’s independence:

Other Relationships

The Board will annually review commercial and charitable relationships of directors. If a relationship is not one of thenon-disqualifying relationships described above, the determination of whether the relationship is material or not, and therefore whether the director is independent or not, is made by the directors who satisfy the independence guidelines set forth under the two preceding captions.

For example, if a director is the executive officer of a charitable organization, and the Company’s discretionary contributions to the organization are more than 2% of that organization’s annual revenue, the independent directors will determine, after considering all of the relevant circumstances, whether the relationship is material, and therefore whether or not the director should be considered independent. The Company will explain in its proxy statement the basis for any Board determination that a relationship is not material, despite the fact that it does not meet one of the safe-harbors under“Non-Disqualifying Relationships” above.

Independence Determinations for Compensation Committee Members

In affirmatively determining the independence of any director who will serve on the Compensation Committee, the Board will consider all factors specifically relevant to determining whether the director has a relationship to the Company which is material to the director’s ability to be independent from management in connection with the duties of a compensation committee member, including, but not limited to (i) the source of compensation of such director, including any consulting, advisory or other compensatory fee paid by the Company to such director, and (ii) whether such director is affiliated with the Company, a subsidiary of the Company, or an affiliate of a subsidiary of the Company.

Corporate Governance Matters

The Board places a continued focus upon the corporate governance affairs of the Company and acknowledges that good corporate governance is an ongoing process. The Board also recognizes that good corporate governance is important to the Company’s success. Key Company governance practices are described below.

Corporate Governance Guidelines

The Board has adopted Corporate Governance Guidelines which cover a wide range of subjects, such as the role of the Board and its responsibilities, Board composition and election, operations and committees, chairman and lead director responsibilities, director compensation, director retirement, Board and management evaluation and succession planning, director orientation and training, and shareholder communications with the Board. The Corporate Governance Guidelines, as well as the charters of the Board’s Audit, Compensation, Nominating and Corporate Governance, Finance and Law Committees and the Company’s Global Code of Business Conduct for directors, officers and employees, are available in the Corporate Governance section of the Company’s internet website at www.MSAsafety.com. Such material will also be furnished without charge to any shareholder upon written request to the Secretary of the Company at the address appearing on page one.

Board Leadership

The Board presently separatescombines the positions of Chairman of the Board and Chief Executive Officer. Mr. Lambert, who retired as Chief Executive Officer of the Company in May 2018, serves asNon-Executive Chairman. Prior to his retirement, Mr. Lambert wasThe current Chairman and Chief Executive Officer fromis Mr. Vartanian, who was elected Chairman in May 2015.2020. Prior to his election as Chairman, Mr. RyanVartanian served as a director, President and Chief Executive Officer. Mr. Lambert served as Non-Executive Chairman from May 2018 until May 2015.2020. The Chairman is elected annually by the Board at its organizational meeting in May.

The Board periodically reviews its leadership structure and did so in May 2019.2020. The Board believes that Mr. LambertVartanian is presently best positioned to serve asNon-Executive Chairman given his familiarity with the Company’s business, the safety products industry, and his previousthe oversight and execution of the Company’s corporate strategy. The Board also presently believes that this structure enables Mr. Vartanian, who was elected Chief Executive Officer in May 2018,allows for one person to focus on managingspeak for and to lead the Company.Company and the Board. The Board has combinedseparated the roles in the past and may choose to do so again in the future. The decision by the Board on whether to combine or separate the roles is based upon the needs of the Company and Board at a given time.

The Board also believes that it is in the best interests of the Company to maintain effective independent board oversight. Accordingly, the Board annually selects a lead independent director (the “lead director”) to further augment its corporate governance practices. Mr. Bruggeworth has served as lead independent director since May 2017.

The Chairman presides at Board meetings and, among other responsibilities, collaborates with the CEO and lead director to establish the annual Board calendar and set meeting objectives and agendas; is available, when requested by the Board, or CEO, and as appropriate, for consultation and direct communication with shareholders and to represent the Board with special groups, government representatives, or community organizations; works with the CEOlead director to ensure that meeting agenda items, goals and objectives are clearly defined and met, and oversees the prioritization and appropriate follow-through on Board requested actions from meeting to meeting; ensures appropriate balance and focus in Board meetings and that time is appropriately managed on topics to be covered; ensures that contributions are made by all directors during Board meetings, that differences of opinion are freely expressed, and that discussion is driven to timely conclusion while building consensus as appropriate; chairs the annual meeting of shareholders; and carries out other responsibilities as may be set forth in the Corporate Governance Guidelines or requested from the Board from time to time.

The lead director serves as a principal liaison between the independent directors and the Chairman, President and CEO, including regular communications with directors to obtain their views and advice, working to improve Board performance, facilitating communications among directors, and communicating to the CEOChairman, President and theNon-Executive ChairmanCEO the concerns of the independent directors. The lead director also, among other responsibilities, convenes meetings of the independent directors as necessary, presides at all executive sessions of the Board’s independent directors, and helps to set a balanced tone for director feedback; presides at Board meetings at which theNon-Executive Chairman is not present; facilitates discussion and open dialogue among the independent directors, and as needed,one-on-one discussions between meetings; takes an active role along with the Nominating and Corporate Governance Committee Chair, to address matters that may arise with respect to specific directors; collaborates with theNon-Executive Chairman, President and the CEO to prepare and approve schedules and agendas for Board meetings, ensuring that input is received from directors and management; retains outside advisors to be engaged by the Board on board-wide matters, as needed; together with the Chair of the Compensation Committee, contributes to the annual performance evaluation summary of the CEO and participates in its communication to the CEO; pays particular attention to assuring that the Board adequately addresses long termlong-term strategy, long termlong-term performance, risk management, and succession planning; and takes an active role, if not the leading role, in CEO succession planning.

The Board maintains an active structure of independent director leadership. In furtherance of this, the Corporate Governance Guidelines provide that it is the Company’s practice for directors to meet at each Board meeting in executive session, with no members of management present. The lead director chairs the executive sessions. The audit, compensation, nominating and corporate governance, finance and law committees are also each comprised solely of independent directors, as defined by the director independence standards of the New York Stock Exchange and the Board’s independence standards.

Board, Committee, Individual Director and Lead Director Assessments

The Nominating and Corporate Governance Committee oversees self-assessment processes for the Board and the audit, compensation and nominating and corporate governance committees, along with peer assessments for each director, theNon-Executive Chairman, and the lead director. The purpose of the Board and committee assessments is to continually enhance the effectiveness of the Board and its committees. The Board self-assessment gathers feedback on a range of topics such as the Board’s overall effectiveness, governance structure, board and management dynamics, meeting administration, and other topics. The committee self-assessments are tailored to the specific roles and responsibilities of each committee.

The purpose of the individual directorNon-Executive Chairman, and lead director peer assessments is to provide feedback to each director, enabling them to continually enhance their performance, and to inform the Nominating and Corporate Governance Committee as to each director’s fitness forre-nomination.

The Board, committee,Non-Executive Chairman, and lead director assessments are conducted annually. The individual director peer assessments are conducted two out of every three years for each director, to coincide with the Board’s classified structure.

Director Tenure, Succession and Recruitment

The Board periodically considers its composition and acknowledges the importance of board refreshment. Presently, fivefour directors have served for less than threefour years, including directors Giacomini, Jordan, Rogers, Sperry and Vartanian. The current mix of newer and more experienced directors provides the Board with the contribution of new and diverse ideas while ensuring continuity and insight developed through a deep understanding of the Company and its industry.

The Nominating and Corporate Governance Committee is responsible for identifying and reviewing potential director candidates and for recommending nominees to the Board. The Committee will consider director candidate recommendations from a variety of sources, including from a shareholder, anon-management director, the chief executive officer, any other executive officer, a third party search firm, or other appropriate sources. In evaluating all potential candidates, the Committee is guided by an executive skills matrix of the Company’s current directors to identify specific needs, and a defined list of director recruitment criteria maintained by the Committee. The fundamental criterion for selecting a prospective director is the ability to contribute to the well-being of the Company and its shareholders. Good judgment, integrity and a commitment to the mission of the Company are essential. Other criteria include independence under the Board’s independence standards, a commitment to the mission and values of the Company, applicable business and financial experience, current chief executive officer or other executive leadership experience, merger and acquisition experience, additional public company board experience and other criteria. The Committee may revise and/or prioritize its director recruitment criteria depending on the current needs of the Board and the Company.

In preparing its candidate recommendations to the Board, the Committee also considers, but does not choose solely on the basis of, the distinctive experiences and perspectives of diverse candidates. In evaluating diversity, the Committee and the Board consider not only race, national origin, gender and other director self-identified diversity characteristics, but also the need for a Board that represents diverse experience at policy making levels in business, past professional accomplishments, and other factors when recommending prospective directors for the Company. The director recruitment criteria described above, including diversity, are considered by the Committee each time a new candidate is reviewed for Board membership.

Director Resignation Policy

The Board has adopted a resignation policy with respect to uncontested director elections. In accordance with this resignation policy, a director nominee who does not receive a majority of the votes cast in an uncontested election of directors must promptly tender a resignation to the Board. The Board’s procedures for identifying an uncontested election of directors, determining the majority of votes cast, and responding to a tender of resignation, are specified in the Corporate Governance Guidelines, which are available in the Corporate Governance section of the Company’s website at www.MSAsafety.com.

Director Retirement

Pursuant to the Board’s existing retirement policy as set forth in the Corporate Governance Guidelines, directors are expected to retire from the Board at the annual meeting of shareholders in the year of their 75th birthday, subject to the authority of the Board to ask a director to serve past the normal retirement date if the Board determines that doing so is in the best interests of the Company. The policy includes an exception, pursuant to which directors beneficially owning five percent or more of the Company’s common stock are exempt from the policy. Only one director presently qualifies for this exception.

Meeting Attendance

The Board met eight times during 2019.2020. All directors attended 100% of the meetings of the Board and of all committees on which they served. Directors are expected to attend the Annual Meeting of Shareholders. All directors attended last year’s annual meeting.

Board Committees

The Board presently maintains an Audit Committee, a Compensation Committee, a Nominating and Corporate Governance Committee, a Finance Committee, and a Law Committee. The Board may establish and eliminate committees from time to time based upon the needs of the Board and the Company. Each committee specified below presently consists of the directors listed. Committee appointments will expire at the 20202021 organizational meeting of the Board which takes place following the Annual Meeting of Shareholders. At the organizational meeting of the Board, committee appointments will be made for the following year.

The Audit Committee presently consists of directors Giacomini (Chair), Pearse, Rogers and Sperry.Sperry (Chair). The Audit Committee, which met fivesix times during 2019,in 2020, assists the Board in fulfilling its oversight responsibility relating to the integrity of the Company’s financial statements and financial reporting process. The Committee selects and recommends annually to the Board and the shareholders the independent registered public accounting firm to audit the Company’s financial statements, approves in advance all audit andnon-audit services performed by the independent registered public accounting firm, reviews the plans, findings and recommendations of the independent registered public accounting firm, and reviews and evaluates the performance of the independent registered public accounting firm, its independence and its fees. The Committee reviews and discusses with management and the independent registered public accounting firm the Company’s financial statements and reports and its internal and disclosure controls and matters relating to the Company’s internal control structure. The Committee oversees the Company’s Global Code of Business Conduct and related Company programs governing legal and regulatory compliance, which includes a periodic review with management of the implementation and effectiveness of the Company’s compliance programs. The Committee, along with the Board, also oversees the Company’s enterprise risk management program and information security program. Pursuant to this program,these programs, the Committee reviews with management the Company’s analyses of enterprise risks and contingency plans on abi-annual basis and cybersecurity risks and contingency plans on a quarterly basis. The Board has determined that each of directors GiacominiPearse and Sperry isare each an “audit committee financial expert,” as defined by the rules of the Securities and Exchange Commission.

The Compensation Committee presently consists of directors Bruggeworth, Pearse and Roberts (Chair). The Compensation Committee, which met threefive times in 2019,2020, reviews and recommends (to the independent directors for approval) the annual goals, performance and compensation of the Company’s chief executive officer, reviews and approves the compensation of all other executive officers and other key executives, monitors the effectiveness of all other employee benefit offerings, manages the Company’s overall compensation strategy and compensation plans, assesses any risk inherent in these plans and attempts to ensure that such risk is not excessive and is acceptable to the Company and employs, compensates and oversees the Company’s external compensation consultant and assures its independence. The Compensation Committee also administers the Company’s Amended and Restated 2016 Management Equity Incentive Plan and predecessor equity plans (collectively, the “Management Equity Plans”).

The Nominating and Corporate Governance Committee presently consists of directors Bruggeworth (Chair), GiacominiRoberts and Roberts.Rogers. The Committee, which met three times in 2019,2020, reviews and makes recommendations to the Board regarding the composition and structure of the Board, criteria and qualifications for Board membership, director compensation and evaluation of current directors and potential candidates for director. The Committee maintains formal processes for evaluating the performance of the Board, the lead director, and the individual directors. It is also responsible for establishing and monitoring policies and procedures concerning corporate governance. The Nominating and Corporate Governance Committee and the Board continually assess the Company’s Corporate Governance Guidelines and the corporate governance practices of the Board. The Committee also receives periodic reports on the Company’s corporate social responsibility program activities. Further information concerning the Nominating and Corporate Governance Committee and its procedures appears below.

The Finance Committee presently consists of directors Pearse (Chair), Ryan and Sperry. The Committee, which met two times in 2019,2020, reviews and makes recommendations to the Board regarding the Company’s capital structure, dividend policy, financing activities, hedging policies and practices, funding of the Company’s employee benefit plans, liquidity management, corporate financial plans, and strategic financial analyses as requested by the Board.

The Law Committee presently consists of directors Jordan, Pearse, Rogers (Chair) and Ryan. The Committee, which met two times in 2019,2020, reviews legal matters that could present significant financial risk to the Company.

Risk Oversight

The Board as a whole exercises oversight of the Company’s strategic risks and other risks identified through the Company’s enterprise risk management program. Strategic risks are identified in the course of the Board’s review and approval of the Company’s plans and there is regular monitoring of the Company’s performance against the strategic objectives including customer satisfaction metrics as well as periodic review of the activities of competitors. The Board, directly and through its Audit Committee, also has oversight of the enterprise risk management program which is managed by the Chief Financial Officer. The enterprise risk management program is designed to enable effective and efficient identification and management of critical enterprise risks and to facilitate the incorporation of risk considerations into decision making. The Director of Investor RelationsGlobal Financial Planning and Analysis and Strategy is responsible for leading the formal risk assessment and reporting process within the Company. Through consultation with the Company’s executive leadership, the Director of Investor RelationsGlobal Financial Planning and Analysis and Strategy periodically assesses the major risks facing the Company and works with the executive leadership team and others responsible for managing each risk to identify and consider appropriate mitigation elements to each risk, and develop risk contingency plans as appropriate. This analysis is reviewed two times each year with the Audit Committee and annually with the full Board, and input from the Board is considered in the analysis. Emerging risks are discussed as needed.

In addition to the Board oversight described above, each committee has various risks that it oversees. For example, the Audit Committee is responsible for reviewing the Company’s risk management policies and procedures, as well as its major financial risk exposures, and the processes management has established to monitor and control such exposures. The Compensation Committee monitors risk inherent in the Company’s compensation policies, compensation practices, and similar matters related to the recruitment and retention of employees, and periodically receives educational legislative and regulatory updates. The Nominating and Corporate Governance Committee monitors risks related to Board performance and the Company’s governance practices. The Law Committee reviews legal matters that could present significant risk to the Company.

The Compensation Committee has evaluated the risks arising from the Company’s compensation policies and practices for its employees. This included a review of examinations by Pay Governance, LLC, the Compensation Committee’s compensation consultant, of the compensation philosophy, design, governance and administration of compensation policies and practices provided to MSA’s executives. The review also considered information developed by management regarding programs provided to othernon-executive employees. Based on this, the Committee concluded again in 20192020 that the risks arising from the Company’s compensation policies and practices for its employees are not reasonably likely to have a material adverse effect on the Company.

Compensation of Directors

The following table shows the compensation earned by the Company’snon-employee directors for services during 2019:2020:

For 2019,2020, the Company paidnon-employee directors a base retainer on a quarterly basis which totaled $80,000 for the year (“Annual Base Retainer”). The Company paid the lead director an additional retainer of $30,000 and paid theNon-Executive Chairman an additional retainer of $60,000. The additional annual retainer for the Audit Committee chair was $15,000, for the Compensation Committee chair was $12,500, and for the Nominating and Corporate Governance, Law and Finance committee chairs was $7,500. Cash and/or equity compensation set forth in the above table has been prorated for directors who have joined or left the Board or have assumed or left board leadership positions asor committee chairs, during the course of 2019.2020.

Non-employee directors are required to meet a share ownership guideline, equivalent to five times the Annual Base Retainer. Presently, all directors exceed the ownership guidelines except for Messrs. Jordan and Sperry, each of whom was recently elected to the Board.guidelines.

Under the 2017Non-Employee Directors’Directors��� Equity Incentive Plan and its predecessors (collectively, the “Director Equity Plans”), the Company grants stock options, restricted stock, or a mix of each, to eachnon-employee director on the third business day following each annual meeting. Pro rata awards are authorized under the 2017 plan for directors who join the Board during the period between annual awards. The purposes of the Director Equity Plans are to enhance the mutuality of interests between the Board and the shareholders by increasing the share ownership of thenon-employee directors and to assist the Company in attracting and retaining able persons to serve as directors. The total number of shares that may be issued under the 2017 plan is limited to 150,000 shares of Common Stock.

Stock option grants, if awarded, are made using a Black-Scholes option pricing model. The exercise price of the options is equal to the market value on the grant date. The options become exercisable three years from the grant date and expire ten years from the grant date. If a director resigns or is removed from office for cause, options which have not yet become exercisable are forfeited and exercisable options remain exercisable for 90 days. However, under the 2017 plan, if a director is removed from office for cause, any outstanding option held by the director is forfeited on the date of removal. Otherwise, unexpired options may generally be exercised for five years following termination of service as a director, but not later than the option expiration date. Restricted shares vest on the date of the annual meeting in the year following the grant date. Unvested shares are forfeited if the director terminates service for reasons other than death, disability or retirement.

On May 22, 2019 eachnon-employee director was granted 1,235 shares of restricted stock. Also on May 22, 2019, Messrs. Jordan and Sperry were granted 285 and 380 shares of restricted stock, respectively, based upon their joining the Board in 2019. Stock options were not granted tonon-employee directors in 2019.

It is the practice of the Nominating and Corporate Governance Committee to periodically engage an independent compensation consultant to review the compensation of thenon-employee directors. A consultant was engaged in 2018.2020. Following the Committee’s review of director compensation and in consideration of the current economic climate, the Board determined that director compensation would not change in 2020.2021.

In 2019, the Board adopted the MSA Safety Incorporated Deferred Compensation Program forNon-Employee Directors (the “Program”). Pursuant to the Program, beginning with equity grants made in 2020,non-employee directors will have the option to defer the receipt of vested equity compensation until after their departure from the Board.

On May 15, 2020 each non-employee director who did not elect to defer the receipt of their equity compensation was granted 1,132 shares of restricted stock, and each non-employee director who elected to defer the receipt of their equity compensation was granted 1,132 restricted stock units. Restricted stock units are counted for purposes of determining whether directors meet their stock ownership guideline, but directors do not receive voting rights in restricted stock units. Stock options were not granted to non-employee directors in 2020.

Prior to April 1, 2001, a director who retired from the Board after completing at least five years of service as a director was entitled to receive a lifetime quarterly retirement allowance under the Retirement Plan for Directors. The amount of the allowance was equal to the quarterly directors’ retainer payable at the time of the director’s retirement. Payment began when the sum of the director’s age and years of service equaled or exceeded 75. Effective April 1, 2001, plan benefits were frozen so that the quarterly retirement allowance, if any, payable to future retirees will be limited to $5,000 (the quarterly retainer amount in April 2001), multiplied by a fraction, of which the numerator is the director’s years of service as of April 1, 2001 and the denominator is the years of service the director would have had at the date the sum of the director’s age and years of service equaled 75.

Other than the amounts earned by Mr. Ryan while he was an employee of the Company prior to the Retirement Plan for Directors being frozen as described above, directors who are employees of the Company or a subsidiary do not receive other additional compensation for service as a director.

Compensation Committee Interlocks and Insider Participation

There are no interlocking relationships, as defined in regulations of the Securities and Exchange Commission, involving members of the Compensation Committee.

Directors Bruggeworth, Giacomini, Pearse and Roberts (Chair) served as members of the Compensation Committee during 2019.2020. The Board has determined that each of these directors is independent in accordance with the listing standards of the New York Stock Exchange.

Review and Approval or Ratification of Related Party Transactions

The Company has a policy on related party transactions which operates along with the conflicts of interest section of the Company’s Global Code of Business Conduct. Copies of the policy on related party transactions and the Code are available in the Corporate Governance section of the Company’s internet website at www.MSAsafety.com.

The Company’s directors, officers and other employees must be free from any personal influence, interest or relationship, or appearance thereof, in situations that might conflict with the best interests of the Company. Directors, officers and employees must fully disclose in advance any circumstance that may create a conflict of interest, including a related party transaction, so that an appropriate determination can be made as to whether it would violate the policy on related party transactions or the Code.

In general, the related party transactions policy covers any transaction, arrangement or relationship in which the Company is a participant and the amount involved exceeds $120,000, and in which any “related person” had or would have a direct or indirect material interest. A related person is any executive officer, director or nominee, any owner of 5% or more of the Company’s voting securities or an immediate family member of any of the foregoing. The policy covers indirect material interests but excludes certain relationships andpre-approved transactions.

Any officer, director or employee of the Company who is aware of a proposed transaction that may violate the policy must bring such transaction to the notice of the Chief Legal Officer and Chief Financial Officer of the Company. If the Chief Legal Officer or Chief Financial Officer determines that the proposed transaction could be a related party transaction, the matter will be submitted to the Nominating and Corporate Governance Committee to consider all material facts of the transaction. The Committee is charged with taking a number of items into account as set forth in the policy and determining whether the transaction is indeed a related party transaction and if so, whether it should be approved in any particular case. The types of matters which the Committee will take into account are:

The Committee chair will report on any decision at the next meeting of the Board.

Mr. Jordan is the Executive Vice President, General Counsel and Chief Administrative Officer of The PNC Financial Services Group, Inc. (“PNC”), a company with which the Company presently maintains certain business dealings, including as a borrower under a Third Amended and Restated Credit Agreement pursuant to which PNC serves as administrative agent and a lender. Total amounts paid by MSA to PNC in 20192020 were approximately 0.019%0.012% of PNC’s 20192020 revenues. The Board of Directors determined that the relationship was not material because, among other things, (a) the amounts paid to PNC were de minimis to the consolidated gross revenues of PNC, (b) the Company’s credit agreement with PNC was negotiated at arms-length in the ordinary course of business at market terms, and was completed prior to the Company’s consideration of Mr. Jordan for a position as a member of the Board, and (c) the Company has maintained a relationship with PNC for many years prior to Mr. Jordan’s employment at PNC and prior to his election to the Board.

Nominating and Corporate Governance Committee Procedures

The current members of the Nominating and Corporate Governance Committee are directors Bruggeworth (Chair), GiacominiRoberts and Roberts,Rogers, whose terms as Committee members will expire at the 20202021 organizational meeting of the Board to be held on the date of the Annual Meeting of Shareholders. The Board has determined that each of the current members of the Committee is independent in accordance with the listing standards of the New York Stock Exchange.

The Committee will consider director candidate recommendations from a variety of sources, including from a shareholder, anon-management director, the chief executive officer, any other executive officer, a third party search firm, or other appropriate sources. Any shareholder who desires to have an individual considered for nomination by the Committee must submit a recommendation in writing to the Secretary of the Company, at the Company’s address appearing on page one, not later than 90 days in advance of the annual meeting at which the election is to be held. The recommendation should include the name and address of both the shareholder and the candidate and the qualifications of the candidate recommended.

The Committee determines a process for identifying and evaluating nominees for director on a case by case basis, considering the context in which such nomination is being made. It is not anticipated that the process for evaluating a nominee would differ based on whether the nominee is recommended by a shareholder.

BOARD RECOMMENDATION AND REQUIRED VOTE

PROPOSAL NO. 1 ELECTION OF DIRECTORS

In the election of directors for terms expiring in 2023,2024, the threetwo candidates receiving the highest numbers of votes cast by the holders of Common Stock voting at the meeting or by proxy will be elected as directors, subject to the resignation policy described above.

A proxy vote indicated as withheld from a nominee will not be cast for such nominee but will be counted in determining whether a quorum exists for the meeting. Shares for which neither a vote “for” or “withheld” is selected (e.g., brokernon-votes) will not be counted in determining the total votes cast for this matter.

The Company’s Restated Articles require that any shareholder intending to nominate a candidate for election as a director must give written notice, containing specified information, to the Secretary of the Company not later than 90 days in advance of the meeting at which the election is to be held. No such notices were received with respect to the 20202021 Annual Meeting. Therefore, only the nominees named above will be eligible for election at the meeting.

The Board of Directors and its Nominating and Corporate Governance Committee recommend a vote FOR the election of the nominees, each of whom has consented to be named as a nominee and to serve if elected. Properly submitted proxies which are timely received will be voted for the election of the nominees named below, unless otherwise directed thereon, or for a substitute nominee designated by the Nominating and Corporate Governance Committee in the event a nominee named becomes unavailable for election.

In this section, we will describe the material components of our executive compensation program for our “Named Executive Officers,” referred to herein as “Named Officers,” whose compensation is set forth in the 20202021 Summary Compensation Table and other compensation tables contained in this proxy statement:

We will also provide an overview of our executive compensation philosophy and our executive compensation program. In addition, we explain how and why the Compensation Committee of the Board (the “Committee”) arrives at specific compensation policies and decisions involving the Named Officers. These programs and processes are driven by the Committee’s desire to continually increase shareholder value while assuring sound corporate governance, transparency and alignment with MSA’s Vision and Values.

EXECUTIVE SUMMARY

Our Business

Established in 1914, MSA Safety Incorporated is the global leader in the development, manufacture and supply of safety products that protect people and facility infrastructures. Recognized for market leading innovation, many MSA products integrate a combination of electronics, mechanical systems and advanced materials to protect users against hazardous or life-threatening situations. Our comprehensive product line, which is governed by rigorous safety standards across highly regulated industries, is used by workers around the world in a broad range of markets, including the oil, gas and petrochemical industry, fire service, construction, industrial manufacturing applications, utilities and mining. Our core products include breathing apparatus where self-contained breathing apparatus (“SCBA”) is the principal product, fixed gas and flame detection systems, portable gas detection instruments, industrial head protection products, firefighter helmets and protective apparel and fall protection devices.

The primary goal of the Company is to increase shareholder value over the long-term. We believe that this is best accomplished by achieving our vision “to be the world’s leading provider of safety solutions that protect workers when life is on the line;” continually improving our financial performance; and maintaining a productive, diverse, and engaged workforce. The role of our management team is to develop and implement effective long-range strategic plans and annual operating plans to achieve these goals. Compensation programs and performance-based incentives are designed to target the median market compensation for executives when these plans are met, above median compensation when they are exceeded, and below median compensation when they are not met.

For 2019,2020, reported revenues were $1.4$1.35 billion, increasing 3%decreasing 4% from 2018. Net2019 due to the economic recession driven by the COVID-19 pandemic. GAAP operating income attributable to MSA Safety Incorporated was $136$167 million in 2019,or 12.4% of sales, compared to $124$186 million or 13.3% of sales in 2018.the same period a year ago. Adjusted operating income was $243 million or 18.0% of sales, expanding 10 basis points from 2019 despite the challenging business conditions. A diversified portfolio, resilient business model, and savings from previous restructuring programs and discretionary costs contributed to adjusted operating margin expansion in 2020. The Company also disclosedreconciliation of GAAP operating margin as compared to adjusted operating margin is set forth in itsthe company’s earnings release, which is included in a Form8-K dated February 20, 2020, an “adjusted earnings” calculation which shows an increase of 7% in adjusted earnings to $188 million in 2019. The details of the GAAP earnings as compared to the adjusted earnings are set forth in the Form8-K.Mid-single digit revenue growth, higher gross profit margins attributable to new product launches and pricing initiatives, and strong leverage over operating expenses were the key drivers of earnings growth in 2019.19, 2021. Cash flow from operating activities was $165increased 25% to $207 million comparedin 2020. The Company continues to $264 millionexecute a year ago, reflecting higher collections of insurance receivables in 2018.balanced capital allocation strategy focused on growing its business and returning value to shareholders. In 2019,2020, the company invested more than $57approximately $50 million in researchcapital expenditure projects, paid down $44 million of debt, funded $67 million in dividends to shareholders and development, deployed $33$20 million for share repurchases. In 2020 the Sierra Monitor acquisition, and funded $64 million of dividends to shareholders. Dividend payments increased 11% from a year ago, continuing the Company’sCompany continued its long history of raising its dividend annually for more than 50 consecutive years.

20192020 Executive Compensation Overview

The Committee has developed executive compensation programs comprised of three primary components: salary, performance-related annual incentive, and equity grants which are also largely performance related. In establishing the performance metrics for the 20192020 annual incentive plan, the Committee recognized that MSA would have to continue navigating a challenging economic environment while achieving profitable growth and advancing its competitive position through strategic initiatives. The 20192020 business plan was designed to position the Company to grow profitably and enter 20202021 in a competitive position for the years ahead.

The Company had several key areas of focus in 20192020 including:

The above areas of focus correlate with the Named Officers’ performance metrics within the cash incentive plan and contribute to driving working capital, operating profits and consolidated net income. Demonstrating the strong correlation between the Company’s performance incentive plans and actual results, our Named Officers earned cash incentive awards pursuant to our annual incentive program, ranging between 93%80% and 120%97% of target.

To emphasize the importance of“pay-for-performance” in our compensation philosophy and our Company’s culture, the Company’s incentive arrangements are based on the achievement of specific performance goals that support our business strategy. Our annual incentive program focuses on achieving key performance metrics such as those mentioned above. Our long-term incentive program includes performance-based stock units and time-vesting restricted stock units. Our performance stock unit program metrics are adjusted EBITDA margin percentage and revenue growth, modified by total shareholder return (“TSR”) compared to our peer group. Time-vesting restricted stock units vest after three years of continued employment, providing the Company with a valuable retention incentive and alignment with shareholders’ rewards for increases in stock price. Grants made in 20182019 and 2019 have increased in value and2020 remain unvested, thereby providing the Company with important retention benefits.

During 2019,2020, the Committee reviewed the design and administration of all executive compensation programs to ensure that those programs continue to meet our performance requirements, deliver on our “Core Principles,” and do not promote unnecessary risk-taking. The Committee also reviewed policies such as stock ownership requirements, and compensation recoupment.assessed its short-term incentive goals. In addition, long-term incentive vesting provisions, capped incentive awards, and an emphasis on team-basedshort-term metrics that align with shareholder value creation serve to mitigate risk. As a result, the Committee concluded that the Company’s compensation programs effectively accomplish their intended goals, and do not promote unwantedencourage inappropriate risk taking that could be detrimentalreasonably likely to have a material adverse effect on the Company.

Recognizing the challenges and uncertainty associated with the COVID-19 pandemic and its impact on revenue growth expectations, adjustments were made to the Company.weightings of short-term incentive plan metrics for the second half (2H) of 2020. Greater emphasis was placed on managing the areas within the Company’s greatest control. While revenue generation remained an important element of the short-term incentive plan metrics, the changes included an increased focus on managing the Company’s cost structure and driving cash flow through improved management of working capital – both key areas given the challenges that COVID-19 created in the Company’s end markets.

At the annual shareholders’ meeting in May 2019,2020, the executive compensation of the Company’s Named Officers was approved by our shareholders, with 99%98% of the votes cast voting in favor of the proposal. The Committee considered this vote in connection with its determination of compensation policies and decisions and has concluded that the Company will maintain its existing compensation philosophy for 2020.2021.

Philosophy and Objectives of the Executive Compensation Program

The objectives of MSA’s executive compensation programs, which cover not only the Named Officers in the Summary Compensation Table, but all key executives of the Company, are to improve shareholder value over the long-term by attracting, retaining and motivating superior executive talent who will drive robust financial and operational performance and enable the Company to achieve its goals. Our program is guided by a philosophy that strives to align target compensation at the middle (50^th percentile) of the market for total direct compensation. Elements of total compensation include salary, performance-based cash, equity incentives and benefits. Our program is designed to provide an above-market compensation opportunity for performance exceeding annual budget and peer group norms. We believe that this philosophy enables the Company to attract and retain superior executive talent by providing the opportunity to work in a highly ethical, growing and team-oriented Company.

The design of our compensation programs is driven by the following “Core Principles” which support our objectives:

U.S. based executives participate in a retirement plan that provides for post-employment financial security, and some executives are provided with a limited number of perquisites (company vehicle or vehicle allowance, financial counseling, executive physicals, and limited club memberships for business use) that the Committee believes serve a business purpose, are common in the market and are of modest cost to the Company. Executives also participate in a severance plan that provides certain benefits to executives should their jobsemployment be terminated following a change in control of the Company. The specific rationale for why the Committee has chosen to provide each element of compensation is as follows:

The Committee believes that these components, taken as a whole, provide an attractive compensation package that aligns with the Company’s annual and long-term goals and enables the Company to attract, retain and motivate superior executive

Performance-Based Incentives. The Committee believes that a significant portion of a Named Officer’s compensation should be delivered through performance-based incentive compensation components. The Committee has identified meaningful financial and shareholder performance objectives that align with the business, are measurable, and are used by management on aday-to-day basis to pursue its business strategy. The Committee has chosen the following measures for use in the Company’s incentive arrangements that support and align with the Company’s business strategy:

In summary, the Committee believes that the best way to reward executives is to combine a program of cash incentives (based on annual financial performance goals) with stock incentives (based on increases in the Company’s stock price and, in part, on performance versusmeasured against long-term financial performance metrics).

The Company’s incentive plans (annual and long-term) are targeted to reward executives at the middle (50^th percentile) of the market for achieving expected or targeted performance levels. For example, our annual incentive plan is designed to pay above the targeted level and, therefore, above the middle of the market if the Company’s performance exceeds our goals and expectations, up to a cap upon maximum performance. If the Company’s performance falls below our goals and expectations, the annual incentive plan is designed to pay below the targeted level. If actual performance falls below certain threshold levels, our annual incentive plan is designed to pay nothing. This variable aspect of our annual incentive arrangement is also present in our long-term incentive plan. For instance, a significant portion of our long-term incentive plan consists of performance-based stock units. At the date of grant, a target number of shares is established based on the share value at the time of the award and present dollar value of the compensation intended to be delivered. Ultimately, the number of shares awarded at the end of the performance period varies based on the achievement of corporate goals. Our performance-based restricted stock units also incorporate a performance threshold below which no payments are made. The 20182019 and 20192020 equity grants under the long-term incentive plan remain unvested, thereby providing the Company with important retention benefits.

The following table shows the allocation of performance-based versus fixed compensation components for our Named Officers at targeted levels as of the end of 2019:2020:

PERCENT OF COMPENSATION AT RISK

COMPENSATION OVERSIGHT PROCESS

Role of the Committee. The Committee has responsibility for the oversight and decision-making regarding executive compensation except for Chief Executive Officer (“CEO”) compensation, which is recommended by the Committee but approved by the independent directors as described below. The Committee has engaged an outside compensation consultant, Pay Governance, LLC (“Pay Governance”) to provide assistance and guidance on executive compensation matters. The consultant provides management and the Committee with relevant information pertaining to market compensation levels, alternative compensation plan designs, market trends and best practices. Pay Governance is considered to be independent by the Committee. During 2019,2020, the consultant provided only executive compensation consulting services to the Committee and also provided non-employee director compensation services to the Nominating and Corporate Governance Committee. Further, the Committee has not discovered any conflicts of interest that were raised by the work of the consultant involved in determining or recommending executive compensation.

At its meetings, the Committee regularly holds executive sessions, which exclude management and, subject to the Committee’s desire, may include its independent consultant. Management assists in the coordination and preparation of the meeting agenda and materials for each meeting, which are reviewed and approved by the Committee Chair. Meeting briefing materials are provided to Committee members for review approximately one week in advance of each meeting. The Committee met threefive times in 20192020 and held an executive session at all three of the meetings.

For the CEO’s compensation, the Committee develops proposals and presents them to the independent directors of the Board for their approval. Compensation decisions regarding all other executives are approved by the Committee, which takes into consideration the recommendations of the CEO.

Role of the Compensation Consultant. The Committee has retained Pay Governance, LLC as its executive compensation consultant. The compensation consultant reports directly to the Committee and the Committee may replace the compensation consultant or hire additional consultants at any time. The compensation consultant attends meetings of the Committee, as requested, and communicates with the Committee Chair between meetings.

The compensation consultant provides various executive compensation services to the Committee pursuant to a written consulting agreement approved by the Committee Chair. Generally, these services include advising the Committee on the principal aspects of our executive compensation program and evolving industry practices and providing market information and analysis regarding the competitiveness of our program design and our award values in relationshiprelation to performance.

During 2019,2020, the compensation consultant performed the following specific services for the Committee:

In addition, the compensation consultant attended meetings of the Committee during 20192020 as requested by the Committee Chair.

The Committee retains sole authority to hire the compensation consultant, approve its annual fees, determine the nature and scope of its services, evaluate its performance, approve all invoices for payment of services and terminate its engagement.

Use of Competitive Data. The Committee reviews data related to compensation levels and programs of other companies prior to making its decisions. The Committee engages its consultant to perform a comprehensive assessment of compensation levels provided to executives among a peer group of companies. These companies are selected based on the following criteria:

For 2019,2020, the peer group consisted of the following 21 companies:

The Committee reassesses the peer group composition annually and may periodically make changes, usually by adding companies that may better meet our selection criteria and/or by removing companies that may have experienced change, such as acquisition, or no longer fit our selection criteria. In 2019,2020, the Committee, through its consultant, conducted a review of the peer companies which resulted in the conclusion that, for 2019,2021, the peer group should be adjusted to reflect the group set forth above. As a result, two companies were removedabove was well aligned and three companies were added. Specifically, Invacare Corporation was removed due to a significant decrease in its market capitalization and Actuant Corporation was removed due to the sale of a signification portion of the company’s assets. Barnes Group Inc. Franklin Electric Co., Inc and TriMas Corporation, each of which are commonly used as peer companies among other peer group members and ISS, were added to the group.should not be changed.

The market compensation data is further used to develop a market compensation structure which includes salary grades with midpoints. Each U.S. based executive is assigned to a salary grade where the midpoint of the grade approximates the median (50^th percentile) of the market salary level for that position. Each salary grade has a salary range around the midpoint and has corresponding annual and long-term incentive award opportunities that are percentages of the midpoint, and which also align to market basedmarket-based values. In assigning an executive to a salary grade, the Committee also considers internal factors that may, in a limited number of instances, impact the grade assignment of an executive.

In addition to the market data, the Committee considers the following factors when making compensation decisions:

An assessment of these factors could result in actual compensation being positioned modestly above or below the desired middle (50^th percentile)median of the market positioning. The Committee does not consider amounts earned from prior performance-based compensation, such as prior bonus awards or realized or unrealized stock award gains, in its decisions to increase or decrease compensation for the following year. The Committee believes that this would not be in the best interest of retaining and motivating its executives.

In order to assess the impact of its executive compensation decisions, the Committee reviews a summary report – or “tally sheet” – of total compensation prepared for the CEO. The tally sheet includes the total dollar value of annual compensation, including salary, annual and long-term incentive awards, annual increase in retirement accruals and the value of other benefits and perquisites. The tally sheet also provides the Committee information pertaining to equity ownership, future retirement benefits, and benefits the Company is required to provide to the CEO under various termination scenarios. The Committee’s review of the tally sheet information is an integral part of its decision makingdecision-making process each year.

DETERMINATION OF EXECUTIVE COMPENSATION AMOUNTS

Fixed Cash Base Salary. The Company provides executives with a base salary in order to attract and retain executive talent. Base salary is designed to be competitive with other organizations and is sensitive to the skill level, responsibility and experience of the executive. Base salary for each executive is determined through our external benchmarking process and an internal comparison to other executives at the Company to ensure internal equity. Base salary levels are targeted to the middle (50^th percentile) of the market median, although the Committee considers base salary levels that fall within plus or minus 10% of the market median to be competitive.

Base salary adjustments are considered and are affected by each executive’s individual performance assessment based on a rigorous performance review process. This individual process details an executive’s annual accomplishments compared to performance expectations established at the outset of each year and also assesses the individual’s behaviors used to achieve the performance level. The CEO develops and recommends to the Committee annual base salary adjustments for each executive primarily by evaluating the value and impact that each executive has had on the Company’s performance during the year.

Performance-Based Annual Cash Incentive. The Company provided executives with an annual cash incentive during 20192020 based on (a) the MSANon-CEO Executive Incentive Plan (NCEIP)(EIP), which directly rewards the accomplishment of key corporate and/or geographical or business unit performance goals, and (b) the CEO Annual Incentive Award Plan (AIAP) which has been approved by shareholders.goals. Additionally, each executive, including the CEO, is eligible for a program known as the “Enhanced Bonus” that rewards participants only when the Company’s actual consolidated net income exceedspre-set board-approved targets. Under the Enhanced Bonus feature, annual incentive awards earned under the NCEIP or AIAP,EIP, which are each limited to a maximum payout of 150% of target, may be increased from 0% to 50% if the Company’s consolidated net income exceeds the target. The enhancement is interpolated at performance levels between target and 125% of target. For each 1% increase in actual consolidated net income above target, earned awards under the NCEIP and AIAPEIP are increased by 2%. For example, at performance of 105% of net income target, the incentive is increased by 10%. The incentive is increased by 50% if the Company exceeds the net income target by 25% or more, resulting in a total bonus opportunity which is capped at 200% of target should performance achieve or exceed maximum levels. The Committee believes that the increased performance leverage that the Enhanced Bonus is designed to provide is in the best interests of our shareholders by motivating our senior management to exceed bottom line profitability targets in addition to important Company and business unit performance metrics. For 2020, the NCEIP and AIAP were combined into the MSA Executive Incentive Plan.

The following chart illustrates how the enhanced bonus feature rewards performance that exceeds targets under the NCEIP and AIAP,EIP, thereby assuring that executive reward is aligned to shareholder value. The “Example of Highly Leveraged Plan” in the chart is based upon Pay Governance, LLC research. The Committee limits the total possible payout to 200% of the target for 2020.2021.

Under the NCEIP and AIAP,EIP, the target incentive opportunity (paid for achieving target performance) for each Named Officer is aligned with the executive’s salary midpoint which approximates the middle (50^th percentile) of the market median as determined

The following table shows the target bonus percent and dollar amount of incentive that would be earned if actual performance for 20192020 was equal to targeted performance.

20192020 TARGET CASH INCENTIVE AWARD

Actual NCEIPEIP award payments are based primarily on the achievement of a variety of Company financial andnon-financial goals, but also havegoals. In prior years, EIP award payments for all executives included a discretionary personal performance factor applied based on the value and impact that each executive has had on the Company’s performance during the year. When making recommendations forConsidering the 2019 discretionaryimpact of COVID-19 upon the Company’s performance, management recommended (and the Committee approved) that no personal performance factor, the CEO may increase or decrease the calculated NCEIPfactors would be applied to 2020 annual cash incentive amount by up to 20% in 10% increments.award payments.

Actual AIAP award payments for the CEO for 2019 were based 50% on achievement of consolidated net sales, 25% on consolidated EBITDA Margin %, and 25% on achievement of consolidated working capital as a percentage of sales, all relative to the predetermined goals established and approved by the Committee. The Committee also recommends for Board approval annual operational and strategic goals for the CEO. The independent directors of the Committee may use their discretion to reduce the size of the CEO’s calculated award based on his performance relative to his individual goals but may not increase it.

If performance is below the minimum threshold level, the payout goesEIP award payments for the CEO and other executives fall to zero. In addition to these opportunities, the Enhanced Bonus feature may add up to 50% to the calculated NCEIP or AIAP award depending on the level of consolidated net income performance above target. The maximum award opportunity under all plans combined is 200% of target for each executive, including the CEO.

Actual awards paid for 20192020 performance are included in theSummary Compensation Table on page 3436 under the columnNon-Equity Incentive Plan Compensation. Award opportunities for each Named Officer under the combined plans for 20192020 at threshold, target and maximum are included in theGrants of Plan-Based Awards table on page 3537 under the columnsEstimated Possible Payouts UnderNon-Equity Incentive Plan Awards.

In 2020, performance measures and goals were approved by the Committee at its February meeting. Recognizing the challenges and level of uncertainty associated with the COVID-19 pandemic, the Committee subsequently approved adjusted EIP performance measures for the second half (“2H”) of the year. These adjustments placed a greater emphasis on cost structure and cash flow. The Committee did not approve any changes to the previously approved EIP metrics for the first half (“1H”) of the year.

What follows are the EIP metrics used for 1H and 2H 2020 for the CEO:

In 2019, performance measures

•

2H EIP Award Criteria (July – December). During 2H 2020, the EIP award criteria for the CEO were 30% based on achievement of consolidated net sales, 35% on consolidated EBITDA Margin Percentage, and 35% on achievement of consolidated working capital as a percentage of sales, all relative to the adjusted goals established and goals were approved by the Committee.

At its February 2021 meeting, the Committee atapproved an upward adjustment to the final 2020 EIP results due to the Company’s efforts during the COVID pandemic to protect the health and safety of MSA associates, enable business continuity, expand manufacturing capacity of MSA’s existing air-purifying respirator portfolio, and manage its February meeting.operating expenses and capital structure. These circumstances were exceptionally unique due to the global pandemic, and the Committee determined that an adjustment was warranted. This adjustment was approved for executives with EIP performance focused on Consolidated, Americas or Northern North America results. The CEO was excluded from this upward adjustment.

PERFORMANCE TARGETS FOR ANNUAL CASH INCENTIVE

The following tables reflect the 1H and 2H 2020 EIP award criteria and actual performance results. For the CEO and the other Named Officers, the Committee and, in the case of the CEO, independent directors of the Board, approved the following performance targets:

PERFORMANCE TARGETS FOR ANNUAL CASH INCENTIVE

Chairman, President and Chief Executive Officer – Nishan J. Vartanian (1H, Effective January – June 2020)

(Dollars in millions)thousands)

Note: As a result of 20191H 2020 performance, 86% of the 1H 2020 target incentive was earned.

Chairman, President and Chief Executive Officer – Nishan J. Vartanian (2H, Effective July – December 2020)

(Dollars in thousands)

Senior Vice President, Chief Financial Officer and Treasurer – Kenneth D. Krause (2H, Effective July – December 2020)

(Dollars in thousands)

Vice President and President MSA International – Bob W. Leenen (2H, Effective July – December 2020)

(Dollars in millions)thousands)

Note: As a result of 20192H 2020 performance, and a 1.00% personal performance factor, 93%97% of the 2H 2020 target incentive was earned for 2019.and 97% of the 2020 full year target incentive was earned.

Vice President and Chief Legal Officer – Stephanie L. Sciullo (1H, Effective January – June 2020)

(Dollars in thousands)

who have reached retirement eligibility but have not yet reached their ownership guideline, the mix is 80% performance stock units and 20% time-vesting restricted stock units. For other officers, the mix istwo-thirds performance stock units andone-third time-vesting restricted stock units, recognizing the need to have a greater portion of equity compensation delivered in restricted stock units.

The following table illustrates the calculation and allocation of the long-term incentive compensation. This table and the table of Grants of Plan-Based Awards use the amounts computed in accordance with FASB ASC Topic 718.

LONG-TERM INCENTIVE COMPENSATION

¹ Reflects salary midpoint for U.S. based Named Officers (see note 5 below) at the time of the award in February 2019.2020. The target awards shown above reflect 2020 midpoints at the time of grant.

The target number of shares will vest if the target performance goals are met. If “excellence” goals are met, the number of shares vested will be doubled. If only the minimum “threshold” performance is achieved, one half of the target number of shares will vest. If performance is below “threshold,” the entire award will be forfeited. At performance levels between threshold, target and excellence, awards will be interpolated. There are no shares issued until the performance goals have been met. Therefore, there are no dividend rights or voting rights associated with this form of long-term incentive until the shares are actually issued upon performance goals being met.

For 2017 grants, the long-term performance stock unit incentive award included two internal financial metrics to measure performance, with the final results modified based on TSR as compared to a peer group. The internal financial metrics were based on Operating Margin percentage (weighted at 60%)2018, 2019 and Revenue Growth (weighted at 40%). The use of the TSR modifier is intended to align officer and other key executives’ rewards with changing shareholder value. Operating Margin percentage and Revenue Growth will be adjusted based onpre-determined items. There will be no interim shares earned. The performance for the entire grant was determined at the end of the performance period on December 31, 2019.

For 2018 and 20192020 grants, the long-term performance stock unit incentive award included two internal financial metrics to measure performance, with the final results modified based on TSR as compared to a peer group. The internal financial metrics were based on Adjusted EBITDA Margin percentage (weighted at 50%) and Revenue Growth (weighted at 50%). The use of the TSR modifier is intended to align officer and other key executives’ rewards with changing shareholder value. Adjusted EBITDA Margin percentage and Revenue Growth will be adjusted based onpre-determined items. There will be no interim shares earned. The performance for the entire 2018 grant will be determined at the end of the performance period on December 31, 2020. The performance for the entire 2019 grant will be determined at the end of the performance period on December 31, 2021. The performance for the entire 2020 grant will be determined at the end of the performance period on December 31, 2022.

At target performance, 100% of the target number of shares will be awarded. At threshold performance, 50% of the target number of shares will be awarded. At the excellence level of performance, 200% of the target number of shares will be awarded. Results between threshold and target, and between target and excellence, will be interpolated. Any amountnumber of shares which are determined to be awarded will be further adjusted by the TSR modifier described below.

our TSR, Net Income Growth, RONA and Operating Income Margin. These analyses considered the CEO’s total direct compensation (TDC) which includes:includes base salary, actual cash bonus earned and value of equity incentives. Equity incentives were considered using two separate methodologies:

During 2019,2020, the Committee reviewed and discussed the results of the following independent analyses and was satisfied that the executive compensation program was aligned with the performance of the Company.

20182019 CEO Realizable Compensation Relative to Peers versus 20182019 Composite Performance Relative to Peers

This analysis compares our CEO’s realizable compensation(realizable compensation method, described above) over the three-year period 20162017 through 20182019 relative to the composite performance metrics, which are a collection of metrics used in our incentive arrangements. Both the CEO’s realizable compensation information and the composite performance results were compared to the same data of our peers and considered on a percentile rank basis. The Committee concluded that the CEO’s three-year realizable compensation, when evaluated in terms of absolute dollar value, was reasonably aligned with the relative performance of the Company.

CEO Realizable Compensation as a Percent of Expected Value Relative to Company TSR Performance

This analysis examines the percent difference in compensation granted to our CEO in a particular year expressed on an expected value basis (note 1 below) versus the same compensation expressed on a realizable value basis (note 2 below) at the end of 2019. This percent difference is compared to the change in actual Company TSR for the same time periods to understand if the difference in expected value pay and realizable pay is directionally similar to our TSR performance. For example, if our stock price falls over a period of time, we would expect our CEO’s realizable compensation to be less than the expected value at the time the compensation was granted. In evaluating this analysis, the Committee was satisfied that the CEO’s realizable compensation was directionally similar to changes in our TSR.