Leggett & Platt
2025 ANNUAL REPORTAND 2026 PROXY STATEMENT
Leggett & Platt (NYSE: LEG) is a diversified manufacturer that designs and produces a broad variety of engineered components and products.
38%
BEDDING PRODUCTS
28%
SPECIALIZED PRODUCTS
34% FURNITURE,
FLOORING & TEXTILE PRODUCTS
Steel Rod Drawn Wire UkSk Spring
Innersprings
Static foundations
Semi-finished mattresses
Specialty Foam
Private label finished mattresses
Mattress toppers and pillows
Specialty foam Adjustable Bed International Bedding
Innersprings
Finished mattresses
Specialty foam
Wire-coiling machines
Automotive
Seating Comfort
Mechanical and pneumatic lumbar support and massage systems for automotive seating
In-Car Motion Systems
Motors, actuators, and cables
Hydraulic Cylinders
Engineered hydraulic cylinders primarily for material handling and heavy construction equipment
Home Furniture
Steel mechanisms and motion hardware for reclining and lift chairs, sofas, and sleeper sofas
Work Furniture
Components and private label finished goods for collaborative soft seating
Controls, bases, and frames for office chairs
Flooring Products
Carpet cushion
Hard surface flooring underlayment
Fabric Converting
Structural fabrics for bedding, upholstered furniture, home furnishing accessories, and industrial uses
Geo Components
Synthetic fabrics and other products used in ground stabilization, drainage protection, and erosion control
Percentage of 2025 net trade sales
Strong competitive positions
Broad customer base; mainly manufacturers
Solid operating Financial
cash flow stability, healthy
balance sheet
Engaged management team
1
Quick Facts
Fellow Shareholders,
Since returning as CEO in May of 2024, I'm continually amazed at the unwavering commitment and resilience demonstrated by our employees across the globe. Guided by our values of putting people first and doing the right thing, our teams have faced challenges with determination, ingenuity, and a strong sense of shared purpose. By doing great work together and taking ownership while raising the bar, they have driven meaningful progress as we solidified Leggett & Platt's financial foundation.
These efforts produced notable results in 2025 - a year in which our markets continued to experience soft demand, yet one in which we maintained our commitments to strengthen the balance sheet, improve profit margins, and position the company for profitable long-term growth.
2025 Financial Performance - Achievements Amid Challenging MarketsOur residential markets, which account for roughly half of the company's revenue, experienced continued weakness as they remain in a multi-year depression with demand well below average cycle levels. Lower volume and divestitures reduced company sales by 7% compared to 2024. While we cannot predict the timing of demand recovery, we are poised to capitalize on the incremental volume when it materializes.
Sales
$4.05 billion down 7% vs. 2024
Margins
EBIT: 8.8%
Adj. EBIT: 6.5%
EBITDA: 11.8%
Adj. EBITDA: 9.5%
Earnings
EPS: $1.69 Adj. EPS: $1.05
Cash from Operations
$338 million up 11% vs. 2024
(1) For non-GAAP reconciliations, please refer to page 6.
This letter contains forward-looking statements; please refer to "Forward-Looking Statements" in our 2025 Form 10-K, which is part of this document.
2
Adjusted(1) EBIT was $263 million, a decrease of $4 million versus 2024 adjusted(1) EBIT. The decline was primarily due to lower volume partially offset by restructuring benefits and metal margin expansion. With the actions we've taken to optimize our footprint and drive efficiency, we are well positioned to drive margin growth once our markets recover.
Strengthening Our Balance SheetWe generated $338 million of cash from operations during 2025. Proceeds from divestitures, along with operating cash flow and cash from real estate sales, allowed us to reduce debt by $376 million in 2025 Our net debt to adjusted EBITDA improved from 3.8x at the beginning of the year
to 2.4x, moving us significantly closer to our long-term leverage target of 2.0x.
Our long-term capital allocation priorities remain the same: invest in organic growth, pursue strategic acquisitions, and
4k0 3k5 3k0 2k5
2k0
Net Debt to Adjusted EBITDA
2021 2022 2023 2024 2025
return cash to shareholders through dividends and share repurchases. As we move closer toward our leverage target, we will begin to shift our use of capital from net debt reduction toward these long-term priorities.
Restructuring UpdateThe restructuring plan we launched in early 2024 was substantially completed in 2025 and delivered significantly better EBIT contribution benefits with lower associated costs than originally
estimated. While weaker demand over the past two years has partially offset these cost benefits, the improvements from these activities are sustainable and will support improved profitability and cash flow. Additionally, they place us in a strong position to benefit when our residential end markets begin to recover. We expect additional real estate sales in 2026 and will continue to evaluate opportunities
to improve our cost structure and rofitability across our businesses.
Optimizing Our PortfolioCash From Real Estate
EBIT Benefit
Restructuring Costs
Sales Attrition
$20
$28
$22
$41
$48
$30
$15
$38
3 310 320 330 340 350 360 370 380 390 3100
$ in millions
2024 Actuals 2025 Actuals* 2026 Estimate* Sales Attrition and EBIT Benefit are incremental, which represents year-over-year change, for 2025.
A key priority for Leggett & Platt is to concentrate resources on businesses we believe will drive the best long-term value for our shareholders. In 2024, we announced that we were exploring strategic alternatives for our Aerospace Products Group, and in late August 2025, we completed the sale of this business.
We used the after-tax proceeds to accelerate our deleveraging efforts by retiring all of our outstanding commercial paper borrowings. We also divested a facility in our Work Furniture business unit and right-sized our Adjustable Bed business unit.
Collectively, these transactions sharpened our focus on markets where we have scale, competitive advantages, and a clear path to sustainable value creation. Going forward, we will continue to evaluate our portfolio and ensure we are investing in businesses that will generate attractive returns over the long term.
3
Positioning for Long-Term Profitable GrowthWe have made tremendous progress over the past two years in positioning our businesses for long-term success. In Bedding Products, we've significantly streamlined our operating footprint in response to the evolving market landscape. We continue to successfully commercialize more advanced and innovative technologies, such as Eco-Base® and CombiCore®, supporting our content growth strategy. These innovations, along with newer specialty foam technologies that improve comfort, response, and airflow, differentiate our semi-finished and finished mattress products and allow us to pursue strategic sales opportunities.
In Automotive, we made strides in building our innovation pipeline and strengthening our OEM and Tier 1 customer relationships, both with our long-standing customers and new Chinese manufacturers. Under new leadership in 2026, the team is focused on aggressively pursuing available growth opportunities.
Textiles continues to have opportunities for future growth both organically and through small strategic, accretive acquisitions. As we move closer toward our long-term leverage target, we expect to accelerate our investments in these opportunities.
Finally, across all of our business units, we are improving our management processes to enhance our focus and accountability on the key strategic initiatives that will drive profitable growth.
Looking AheadWhile near-term demand in several of our markets remains challenged, Leggett & Platt is poised for future success. Our streamlined manufacturing network, strengthened balance sheet, and portfolio of innovative products have us well positioned to build on our progress in 2026 and beyond. We will continue to invest in our businesses, pursue targeted acquisitions, and return value to you, our shareholders.
In closing, I would like to thank our employees, customers, suppliers, and shareholders for their trust and partnership. The progress made in 2025 reflects the hard work and resilience of our teams. We move into 2026 with confidence in our strategy and in the capabilities of our people.
Karl Glassman President and CEO February 26, 2026
4
Thank you for your continued support.
(Dollar amounts in millions, except per share data) | 202 | 2024 | 202 | 2022 | 2021 | 202 |
Financial Results (1) Trade sales | $4,055 | $4,384 | $4,725 | $5,147 | $5,073 | $4,280 |
EBIT (earnings before interest and taxes) | 56 | (430) | (90) | 485 | 96 | 408 |
Adjusted EBIT (2) | 263 | 267 | 334 | 85 | 68 | 53 |
EBIT margin | 8.8 | (9.8%) | (1.9%) | 9.4% | 11.7% | 9.5% |
Adjusted EBIT margin (2) | .5 | 6.1% | 7.1% | 9.4% | 1.2% | 10.6% |
Earnings (1) Net earnings | 235 | (511) | (137) | 310 | 403 | 253 |
Net earnings attributable to L&P | 235 | (512) | (137) | 10 | 403 | 253 |
EPS (earnings per diluted share) | 1.69 | (3.73) | (1.00) | 2.27 | 2.94 | 1.86 |
Adjusted EPS (2) | 1.05 | 1.05 | .39 | 2.27 | 2.78 | 2.16 |
Common Stock Data Cash dividends declared per share | .20 | .61 | 1.82 | .74 | 1.66 | 1.60 |
Dividend yield (based on stock price at start of year) | 2.1 | 2.3% | 5.6% | .2% | 3.7% | 3.1% |
End-of-year shares outstanding (millions) | 135.5 | 134.4 | 133.4 | 132.6 | 133.4 | 132.6 |
Average diluted shares outstanding (millions) | 39.7 | 137.3 | 136.3 | 136.5 | 136.7 | 35.9 |
Year-End Financial Position (1) Cash and cash equivalents | $587 | $350 | $365 | $317 | $362 | $349 |
Total assets | 3,536 | 3,662 | 4,635 | 5,186 | 5,307 | 4,800 |
Long-term debt + current debt maturities | 1,498 | 1,864 | 1,988 | 2,084 | 2,090 | 1,900 |
Equity | 1,023 | 90 | 1,334 | 1,641 | 1,649 | 1,425 |
Net debt to adjusted EBITDA (2) | .4x | .8x | .2x | 2.7x | 2.3x | 2.4x |
Return on invested capital (2) | 8.7 | 7.4% | 7.4% | 10.4% | 13.1% | 1.0% |
Cash Flow Components Net cash provided by operating activities | $338 | $306 | $497 | $441 | $271 | $603 |
Capital expenditures | 57 | 2 | 14 | 00 | 107 | 6 |
Acquisitions, net of cash acquired | - | - | - | 3 | 153 | - |
Dividends paid | 27 | 136 | 239 | 229 | 218 | 12 |
Stock repurchases, net | 2 | 0 |
(1) Effective January 1, 2021, domestic steel-related inventory valuation methodology changed from LIFO to FIFO; all prior years have been retrospectively adjusted to apply the effects of the change.
(2) For non-GAAP reconciliations, please refer to page 6.
Reconciliation of Reported (GAAP) | ||||||
to Adjusted (non-GAAP) Financial Measures (1)(2) (Dollar amounts in millions, except per share data) | 02 | 2024 | 2023 | 2022 | 2021 | 2020 |
Non-GAAP adjustments Gain from sale of business | $(91) | $- | $- | $- | $- | $- |
Net gain from insurance proceeds | (35) | (2) | (9) | - | - | - |
Gain from sale of real estate | (29) | (31) | (11) | - | (28) | - |
Restructuring-related charges | 36 | 50 | - | - | - | 8 |
Pension settlement charge | 22 | - | - | - | - | - |
Somnigroup unsolicited offer evaluation costs | 3 | - | - | - | - | - |
Goodwill impairment | - | 676 | - | - | - | 25 |
CEO transition compensation costs Long-lived asset impairment | - - | 4 | 444 | |||
Note impairment | - | - | - | - | - | 8 |
Stock write-off for prior year divestiture | - | 4 | ||||
Non-GAAP adjustments, pre-tax | (93) | 96 | 424 | (28) | 45 | |
Income tax impact | 1 | (46) | (98) | 7 | (4) | |
Special tax items | 2 | 5 | - | - | - | - |
Non-GAAP adjustments, after tax | $(90) | $656 | $326 | $- | $(21) | $41 |
Diluted shares outstanding | 139.7 | 137.3 | 136.3 | 136.5 | 136.7 | 135.9 |
EPS impact of non-GAAP adjustments | $(0.64) | $4.78 | $2.39 | $- | $(0.16) | $0.30 |
Adjusted EBIT, EBITDA, Margin, and EPS Trade sales | $4,055 | $4,384 | $4,725 | $5,147 | $5,073 | $4,280 |
EBIT (earnings before interest and taxes) | $356 | $(430) | $(90) | $485 | $596 | $408 |
Non-GAAP adjustments, pre-tax | (93) | 696 | 424 | (28) | 45 | |
Adjusted EBIT | $263 | $267 | $334 | $485 | $568 | $453 |
EBIT margin | .8% | (9.8%) | (1.9%) | .4% | 11.7% | 9.5% |
Adjusted EBIT margin | .5 | .1% | 7.1% | .4% | 1.2% | 0.6% |
EBIT | $356 | $(430) | $(90) | $485 | $596 | $408 |
Depreciation | 105 | 112 | 109 | 110 | 117 | 119 |
Amortizatio | 18 | 24 | 71 | 70 | 71 | 70 |
BITDA | 478 | (294) | 90 | 665 | 783 | 597 |
Non-GAAP adjustments, pre-tax | (93) | 696 | 424 | (28) | 45 | |
Adjusted EBITDA | $385 | $403 | $513 | $665 | $755 | $642 |
EBITDA margin | 11.8% | (6.7%) | .9% | 12.9% | 15.4% | 3.9% |
Adjusted EBITDA margin | .5 | .2% | 10.9% | 12.9% | 14.9% | 15.0% |
(1) Calculations impacted by rounding.
(2) Effective January 1, 2021, domestic steel-related inventory valuation methodology changed from LIFO to FIFO; all prior years have been retrospectively adjusted to apply the effects of the change.
Reconciliation of Reported (GAAP)
to Adjusted (non-GAAP) Financial Measures (1)(2) (Dollar amounts in millions, except per share data) 202 | 2024 | 2023 | 2022 | 2021 | 2020 | |
iluted EPS | $1.69 | $(3.73) | $(1.00) | $2.27 | $2.94 | $1.86 |
EPS impact of non-GAAP adjustments | (0.64) | 4.78 | 2.39 | - | (0.16) | 0.30 |
Adjusted EPS | $1.05 | $1.05 | $1.39 | $2.27 | $2.78 | $2.16 |
Net Debt to Adjusted EBITDA Current maturities of long-term debt | $2 | $1 | $308 | $9 | $301 | $51 |
Long-term debt | 1,496 | 1,863 | 1,680 | 2,074 | 1,790 | 1,849 |
Total debt | 1,498 | 1,864 | 1,988 | 2,084 | 2,090 | 1,900 |
Less: cash and cash equivalents | (587) | (350) | (365) | (317) | (362) | (349) |
Net debt | $910 | $1,514 | $1,622 | $1,767 | $1,729 | $1,551 |
Adjusted EBITDA | $385 | $403 | $513 | $665 | $755 | $642 |
Net debt to adjusted EBITDA | 2.4x | 3.8x | 3.2x | 2.7x | 2.3x | 2.4x |
Return on Invested Capital BIT | $356 | $(430) | $(90) | $485 | $596 | $408 |
Non-GAAP adjustments, pre-tax | (93) | 696 | 424 | (28) | 45 | |
Adjusted EBIT | 263 | 267 | 334 | 485 | 568 | 453 |
ess: taxes | (68) | (61) | (82) | (113) | (129) | (96) |
NOPAT (net operating profit after tax) | $195 | $205 | $252 | $372 | $438 | $357 |
Total debt | $1,498 | $1,864 | $1,988 | $2,084 | $2,090 | $1,900 |
Operating lease liabilities | 158 | 185 | 208 | 203 | 198 | 165 |
Equity | 1,023 | 690 | 1,334 | 1,641 | 1,649 | 1,425 |
Less: cash and cash equivalents | (587) | (350) | (365) | (317) | (362) | (349) |
Invested capita | $2,091 | $2,389 | $3,164 | $3,612 | $3,575 | $3,141 |
Average invested capita | $2,240 | $2,776 | $3,388 | $3,593 | $3,358 | $3,257 |
ROIC (return on invested capital), adjusted | 8.7 | 7.4% | 7.4% | 10.4% | 13.1% | 1.0% |
(1) Calculations impacted by rounding.
(2) Effective January 1, 2021, domestic steel-related inventory valuation methodology changed from LIFO to FIFO; all prior years have been retrospectively adjusted to apply the effects of the change.
Mailing Address:
Leggett & Platt, Incorporated
P.O. Box 757
Carthage, MO 64836
(417) 358-8131
Website:
https://www.leggett.com
Transfer Agent and Registrar:
EQ Shareowner Services Attn: Leggett & Platt, Inc.
P.O. Box 64854
St. Paul, MN 55164 Phone: (800) 468-9716
https://www.shareowneronline.com
Independent Registered Public Accounting Firm:
PricewaterhouseCoopers LLP St. Louis, Missour
Form 10-K
The Company's Form 10-K is part of this document. The exhibits to the Form 10-K are listed in this document and available on Leggett & Platt's website or may be obtained from Investor Relations for a reasonable fee
Annual Meeting:
May 21, 2026, at 10:00 a.m. (local time) The event will be virtual.
Contacting Investor Relations:
Ryan M. Kleiboeker, Executive Vice President Katelyn J. Pierce, Analyst
Janna M. Fields, Specialist Email: nvest@leggett.com Phone: (417) 358-8131
Contacting the Board of Directors:
Email: leaddirector@leggett.com Write L&P Lead Director
P.O. Box 637
Carthage, MO 64836
Contacting the Audit Committee:
Email: auditcommittee@leggett.com Write L&P Audit Committee
Attn: Rachel Krenz
P.O. Box 757
Carthage, MO 64836
Phone: (888) 401-0536
Notice of 2026 Annual Meeting of ShareholdersVirtual Meeting Only - No Physical Meeting Location Thursday, May 21, 2026 | 10:00 a . Central Ti e
De r Shareholders:
f
The annual meeting of sharehold r of Leggett & P att, n orporated (the "Company") w be held o Thursday, May 21, 2026 at 10:00 .m. Central Time n v rtual et ng ormat only, via a l ve webcast.
y
t
a
i
You will be able to attend and participate in the a ual eting online by registering n advan e at register.proxypush.com/leg n later than 5:00 p.m. Central Time May 20, 2026. Upon completing y registrat on, y wi receive further nstruction via e , including your u ique ink that wil allow o to access the meeting and to submit questions during the meeting. Th v rt annual meeting has bee designed o provide substantially the ame rights to participate you would h ve t an -perso eeting.
The annual meeting is being he d for the following purp se :
1 | To elect eight d rector | |
2. | To ratify the selection f PricewaterhouseCooper LLP yea nding Decemb r 31, 2026; | the Company's independent registered public accounting firm for the |
3. To provid n dvis ry vote to approve Named Executive Officer compensation
4 To approv the amendment and state nt of the Company's Flexible Stock Plan; and
5. To transact ch ther busine may properly c m before the meeting o ny postponement r adjo rn nt thereof.
Yo r entitled to v te nly if yo w r a Leggett & Platt shareholde t the close of business March 13, 2026. The Company's not ce of nternet availability of proxy materials was first sent to ur shareholder o Apr 7, 2026.
By Order of the Board of Directors,
S. Scott Luton Secretary
Carthage, Missouri April 7, 2026
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on May 21, 2026
The proxy materials and access to the proxy voting site are available to you on the Internet.
You are encouraged to review all of the information contained in the proxy materials before voting.
The Company's Proxy Statement and Annual Report to Shareholders are available at:
https://www.leggett.com/proxymaterials
The Company's proxy voting site can be found at:
https://www.proxypush.com/leg
PROXY STATEMENT SUMMARY
a
D
CORPORATE GOVERNANCE AND BOARD MATTERS
Director Independence and Board Service 5
Board Leadership Structure 5
Communication with the Board 6
Board and Committee Co position and Meetings 6
Board and Committee Evaluations 7
Board's Oversight of Risk Manageme t 7
Considerat on of Director Nominees and D versity 8
Transactions with Related Pers ns 9
Director Compensation 10
PROPOSALS TO BE VOTED ON AT THE ANNUAL MEETING
PROPOSAL ONE: E ection of Directors 13
PROPOSAL TWO Ratif cation of ndep ndent Registe ed Public Accounting Firm 18
Audit and Non-Audit Fe s 18
Pre-Approval Procedures f r Audit nd Non-Audit Services 19
Audit Committee Report 19
PROPOSAL THREE: Advisory Vote to Approve Named Execut ve Officer Compensation 21
PROPOSAL FOUR Approval of the Amendment d Restat me t of the Fl xib e Stock Pl 22
EXECUTIVE COMPENSATION AND RELATED MATTERS
Compensation Discussion & Analys s 31
Human Resources and Compensation Committee Report 44
Summary Compe sation Tabl 45
Grants of P an-Based Awards n 2025 48
Outstanding Equity Awa ds at 2025 Fiscal Year-End 49
Option Exercises and Stock Vested n 2025 50
Pension Benefits n 2025 50
Non-Qualified eferred Compensation in 2025 51
Pay Versus Performance 52
Potential Payments upon Termination r Change n Control 55
CEO Pay Ratio 59
SECURITY OWNERSHIP
Security Own rship of Directors and Executive Officers | 60 |
Security Ownership of C rtain Beneficial Owne | 61 |
Delinquent Section 16(a) Reports | 61 |
EQUITY COMPENSATION PLAN INFORMATION | 62 |
Q&A - PROXY MATERIALS AND ANNUAL MEETING | 63 |
APPENDIX: FLEXIBLE STOCK PLAN | A-1 |
r
This umm ry highlights informatio ontained e s whe n this pr xy statement. t does not o ta n all the inf m ti that you should der-plea e ead the entire proxy state ent before voting. Our pr ncipal executive ffice a e ocated at 1 Leggett Road, Carthage,
Missouri 64836
2026 Annual Meeting of Shareholders
Thursday, May 21, 2026 10:00 a.m. Central Time
Virtual Meeting Only - advance registration required to attend. Visit register.proxypush.com/leg
Record Date: March 13, 2026
Proposal | Recommendation | Page |
1 - Election of Eight D rectors | FOR | 13 |
2 - Ratification of PWC as Independent Registered Public Accounting Firm | FOR | 18 |
3 - Advisory Vote o Approve Named Execut ve Officer Compensat on | FOR | 21 |
4 - Approve Amendment and Restatement of the F exible Stock Plan | FOR | 22 |
t
Board Nominees
Proxy Statement
Al of Leggett's directors r elected for ne year te by ajority of shares prese t and entitled to vote at the 2026 Annual Meeting of Shareholders (the "Annual Meeting"). The 2026 director nomine r
Angela Barbee
Independent
Former SVP -Technology and Global R&D
Weber Inc.
Robert E. Brunner
Independent Lead Director
Retired Executive VP Illinois Tool Works
Mary Campbell
Independent
Retired President - vCommerce Ventures Qurate Retail, Inc.
Karl G. Glassman
Board Chairman, President and CEO
Leggett & Platt, Incorporated
Joseph W. McClanathan
Independent
Retired President & CEO Household Products Division Energizer Holdings, nc.
Srikanth Padmanabhan
Independent
Retired Executive Vice President and President, Operations Cummins nc.
Jai Shah
Independent
Group President Masco Corporatio
Phoebe A. Wood
Independent
Retired Vice Chair & CFO Brown-Forman Corp.
2026 DIRECTOR NOMINEES
Angela Barbee | Robert Brunner | Mary Campbell | Karl Glassman | Joseph McClanathan | Srikanth Padmanabhan | Jai Shah | Phoebe Wood | |
Independent Director | ||||||||
L&P Director since | 2022 | 2009 | 2019 | 2002 | 2005 | 2018 | 2019 | 2005 |
Age | 60 | 68 | 58 | 67 | 73 | 61 | 59 | 72 |
L&P Board Committees | ||||||||
Audit | Chair | |||||||
Human Resources and Compensation | Chair | |||||||
Nominating, Governance and Sustainability | Chai | |||||||
Other Public Compa y Boards | 0 | 1 | 1 | 0 | 1 | 0 | 2 |
EXPERIENCE AND QUALIFICATIONS
Financial/Accounting
R&D/Innovation/Tech
Governance/Sustainability
HR/Compensatio
IT/Cybersecurity
L&P Industry Experience
Risk Management
Strategic Planning
Manufacturing/Operations
Global Business
Proxy Statement
Tenure We nominate d rectors for electio based upon erit, xperience, and backgr u d rel vant to the Board's current and ticipated needs, well the Company's businesses. We aim to hieve balance between director whose years f service has giv n th historical insight into the Company and its operations, nd those who provide w, fre h p r pective to the bo rdroom. Ov r the past several years, we have undertakena Board refreshment p cess, ncluding the ddition of fo r of ur even ndependent director
nominees since 2018. The Board believes that ts rre t composition reflects the right mix of xperien nd e oi e to functi effectively.
t
Diversity Our Nominating, Governanc and Sustainability Committee (NGS Committee) e ogni s the v lue of cultivating a Board with a div rs mix f opini s, per pective , skills, xperie es, and backg ds. A diver board enables ore balanced, wide- anging discussion n the boardroom, which, w believe, supports effectiv v ight and enhances the de sion-making p e ses n addition, five of ur seven independent director nominees reflect rang f backgrou ds, including thre w en a d hr mi ees who self identify a racial or ethnic minor tie .
We seek to align xecutives' and hareho de ' interests through pay-for-performan e n 2025, 87% of the target pay of o r CEO, Mr. Glassman, wa allocated to variable compensation and 69% w al ocated t equity-ba ed awards
a
r
m
a
Our compe tio structure trives to trike appropriate balance between short-term nd long-ter compe ation that reflects the short- nd long-t rm interests of the business. We believe this structure helps attract, etain d otivate high-performing ex utives who will chieve o tstanding results for ur shareholder .
Key Components of Our Executive Officers' 2025 Compensation Program Base Salary: Our executives' alaries reflect their
responsibilities, perfo mance and experien e while taking into
ac ount m rket data, peer be chmarking and inter al equity.
Annual Incentive: Short-term cash incentive with payouts ranging from 0% to 200% based o djusted e r ings befor interest, taxes, depreciation nd m rtization (EB TDA) and
f
sh fl w r fr cash flow targets based the Company's earnings guidance r the ye r.
Proxy Statement
Long-Term Incentive - 60% allocated to PSUs Three-year Performance Stock Units (PSUs) w th payouts ranging fr 0% to 200%, w th 50% based total EBITDA and 50% based return nvested cap tal (ROIC), subject to a payout multiplier of 0.75 to 1.25 based upon lative total shareholde eturn (TSR) m asured against the industrial, materials d c umer discretionary secto s f the S&P 500 and S&P MidCap 400.
Long-Term Incentive - 40% allocated to RSUs: The Restricted Stock Units (RSU ) generally vest n 1/3 i creme ts the first, second and third anniversaries f the grant date furth r tying xecutives' pay to the Company's
performance.
i
v
i
t
q
P
Key Features of Our Executive Officer Compensation Program
What We Do
€ Pay for Performance - A signifi nt maj rity of our
NEOs' compensation at-risk ariable compensation.
€ Multiple Performance Metrics - Variable compensation s ba ed o or than one e ure t encourage balanced ncentives.
€ Incentive Award Caps - All of ur variable compensation plans have maximum payout limits.
€ Benchmarking - We omp r ompe satio package to market urveys and ustomized peer group, a d he RC Committe ngage a independent c ns tant.
€ Stock Ownership Requirement - A NEOs r subject to bu t stock wn rship requirements.
€ Confidentiality & Non-Competition - A NEOs r subject to contractual confidentiality and on compete bligation
€ Clawbacks - andatory reco pment of x es compensation fol ow ng a financial statement and the ability to cancel wards and r coup ompensation d to fraud, dishone ty, r violation of Company p icies r aws.
€ Minimum Vesting Period - Award und r ur Flexible Stock Plan r subject to andatory -ye r minimu v ting period (subject to a 5% c rv
t f r vesting in rtain r m tance )
€ Annual Say-on-Pay Vote - O r Board has adopted policy to hold a advisory vote to app ove he Company's executive mpensatio a a ual basis.
What We Don't Do
× No Single-Trigger Change in Control (CIC) - Our CIC-related cash ever nc d equity awards have double trigger, consisting ofa C C and a ualifying termination of employment (unless the acqui er requires outstanding awards be terminated).
× No Hedging or Pledging - We do ot permit ur executive officers to engage in either hedging or pledging activities with respect to Leggett shares.
× No Excessive erquisites - Perquisites represent less than 1% of ur NEOs' combined compensat on.
× No Employment Agreements - All of ur NEOs r employed at-wil .
×
×
×
No Repricing of Options or Cash Buyouts
No Liberal Share Recycling
No Dividends Paid o Equity Awards Prior to Vesting
× No Tax Gross-Ups
M
t
Proxy Statement
Board Oversight of Sustainability and Related Matters
a
i
Leggett's Board of Director and ts Committe s regularly r v ew the v ight structure for ertain s stai bility matters The NGS Committee's chart r re ponsibilities includ versight of the Company's corporate responsibility and sustainability polici and programs, including envir m ntal and clim te ch ge, social and gov nc matters, eviewing the Company's sustainability report d any sustainability targets, nd annually reviewing the Comp y's political and charitable contr butio s. The HRC Committee's chart r spo sibilitie include, among other tem , over eeing the Compa y's human re ur e strategies, policie and prog ams, executive
succession planning, and senior nagement eadership development
Although the Bo rd ha delegated direct v r ight of erta n sustainability matters to ts o m ttee , the Board ha retained primary versight responsibility of the Company's cybers c rity programs.
G
Leggett & Platt has a long-standing commitment to sound orporate g v nc principl and practice . The B ard of Directors h adopted Corporate vernanc Guidelines that establish the r es nd re ponsib lities of the Bo rd and m nag ent. The Board has also adopted a Code of Business Conduct and Ethics applicab e to all Comp y employees, officers nd d recto s, a well as a eparate Financial Code of Ethics applicable to the Company's CEO, CFO, and Chief Accounting Officer. These documents n be found at ww leggett.c /g r n .
nformation ur website doe not o stitute part of this proxy statem ntDirector Independence and Board Service
The Board review di ct r ndepend nce ually d during the y ar upon learning of any change in circumstan e that may affect a director's independence. The Company has adopted director independence stand rds (the "Independence Standards") that satisfy the NYSE isting quire nts and a be found at www.leggett. m/go ernanc .
A director who meets all the Independence Standards will be presumed to be ndep dentw
While the ndependen St ndards help the Board to determin director independence, they r not the only criteria. The Board also reviews the relevant facts and circumstan e of any material relationships between the Company and ts director during the independenc s m nt. B ed ts review, the Board h determined that all direct r ominees and director who served during any part of 2025 r , or r during their v ce, ndep dent, w th the excepti of Karl Glassman, President and CEO. The director biographies ompanying Propo l On : E ecti of Directors dentify r independent
directors o the ballot.
The ndependent d rectors meet the additional ndependence stand rds for audit committee service under NYSE and SEC rules and r financially iterate, a defined by NYSE rules. n addition, Audit Committee members Srika th Padmanabhan, Jai Shah, nd Phoebe Wood meet the SEC's definition of an "audit committee financial expert." No Audit Committee member erve the audit committee of or than three publi compan es.
l
The independent directors satisfy the enhanced independence stand rds r quired by the NYSE isting standards and SEC rules for service o the HRC Committee.
Proxy Statement
As provided n ur Corporate Governance Guidelines, non-emp oyee d rectors n t n or than four public company boards (including ur own) and ur executiv offic r
n t or than n other public company board without B rd appr val. The NGS Committee conducts annual view f directo mitment l vels d affirmed that all the nomine for the 2026 Annual Meeting wer compliant
Board Leadership Structure
Our Corporate Governanc Guidelines allow the r le f Chai m f the Board and CEO to be f lled by the e different ndividuals. This approach allows the Board flexibility to determ ne whether the two roles shou d be eparate r ombined based up the Company's needs and the Board's ss ssment of the Company's leadership from time to time.
a
t
Mr. Glassman has erved s he Board Chairma since 2020 a d Chief Exe utive Office in e 2024, and M Brunn r has se ved independent Lead Director since 2023. The Board believes this leadership structure best rve the B rd, the Company and our shareho ders
The Lead Director's responsibilities nclud :
Serving the liaison betwee the independent directors d the Chairman.
Acting the principal representative of the independent directors in ommu icating with shareholders.
Working with the Cha rman to et the schedule and agenda for Board meetings, d overseeing delivery of materials to the director .
Calling special executive sessions of the independent directors upon notice to the full B rd.
Presiding over meetings of the independent directors and ver Board meetings in the Chairman's absence.
Our independent directors regul rly hold executiv sessions without management present. At least ne executiv session per y ar s attended by only independent, non-management directors, and such executive sessions were held at each quarterly Board meeting in 2025
Communication with the Board
t
Shareholders and all ther nter ted partie who w sh to contact ur Board of D rectors may mail ur Lead Dir tor, Mr Brunner, at leaddirector@leggett. . They can also write to Leggett & Platt Lead Director, P.O. Box 637, Carthage, MO 64836. The Corporat Secretary's office reviews this c rrespondence and periodically provides the Lead Director all communication ex ept ite unrelated to Board functions. The Lead Director may forward mmunications to the full B ard or
ny of th th r independent directors f r further consideration.Board and Committee Composition and Meetings
t
t
A
M
A
Leggett's Board of Director held e even eetings in 2025, nd its committees et he numb r of times listed below. All incumbent directors attended at east 75% of the Board and their pective ommitte eetings. Directors xpected t ttend the Company' Annua Meeting, and all of the ttended he virtual 2025 An ual Meeting ( xcluding Messr . Mark . Blinn a d
l . Fernandez who retired effective immediately prior to the beginning of the 2025 Annual Meeting)s
The Board has a tanding Audit Committee, HRC Committee, and NGS Committee. These c mmitt es onsist entirely of independent directors, and ch operates nder written charter dopted by the Board. The Audit, HRC, and NGS Comm tte harte r posted
Proxy Statement
website at www.leggett. m/go ernanc
Audit Committee Phoebe A. Wood (Chair) Angela Barbee Mary Campbell Srikanth Padmanabhan Jai Shah | The Audit Committee assists the Bo rd in the versight of Independent registered public counting firm's qualifications, independence, appointment, compensation, retention and perfo a e nternal ontrol ver financial reporting. Guidelin and policies to govern risk ssessm nt and nag me t. Performance of the Company's internal audit function Integrity of the financial statements and external fin ncia rep rting. Legal and regulatory compl a ce. Complaints and investigations of y questionable ccou ting, internal control r diting matters |
Meetings in 2025: 4 | |
Human Resources and Compensation Committee Jai Shah (Chair) Angela Barbee Robert E. Brunner Mary Campbell Joseph W. McClanathan | The HRC Committee assists the Board in the versight and administration of The Company's human resource strategies, pol cies d programs CEO, executive officer, a d d rector compensation ncentive compensation d equity-based plans. Executive succession planning Senior management leadership development. Employment agreements, change-in-control agreements, and severance benefit agreeme ts with the CEO and executive officers, a appl cable Re ated pe so transactions f a compensatory nat r . The NGS Committee assists the Board in the versight of Corporate gover nc principl , policies nd pr c dur s Identifying qualified a didates for Board memb rship and rec mmending director minees. Recommending committee members a d B rd eadership position . The Company's policies and programs relating to corporate responsibility and stainability matters The Company's political d charitable co tribution . Director independence and related person transaction . |
Meetings in 2025: 10 | |
Nominating, Governance and Sustainability Committee Joseph W. McClanathan (Chair) Robert E. Brunner Srikanth Padmanabhan Phoebe A. Wood | |
Meetings in 2025: 5 |
Board and Committee Evaluations
r
r
The Board and each f its Committees conduct al lf-evaluation of their practices d charter
ponsibilitie . n addition, the Board periodically retains a outside on ultant to sist in the evaluations and solicit urvey e po e fro individual direct r o Board and Committee effective ess, and ndu t r view of the qualification and o tributions f its emberBoard's Oversight of Risk Management
e
The Company's CEO and other enior anage re responsible for assessing and managing vario risk xposures a day-to-day basis Our Enterpr e R sk Management Committee (the "ERM Committee"), comprised f a broad group of executives and chaired by r CFO, adopted guidelines by which the Company identifies, a e , monitors and rep rts financial and o -fina cial risk materialt
the Company.The ERM Committee meets at lea t quarterly. Identified risks, nc uding emerging r sks, r assigned t a t f subject matter experts who t regularly throughout the year nd provide updated ss nt report to the ERM C mittee twice each year ( r circumstance require) for their respect v r sk ar . On a m - nn al bas s, thes reports r
mpi ed into r sk ummary report which s further ev ewed and discussed with the ERM Committee to determine if any additi al actions need to be taken. A s mary s provided t e or man ge nt and the Audit Committee on r ing (i) the likelihood, significance, and impact v locity f each risk, (ii)
nagement's actions to monitor and contro r sks, and (iii) identified emerging risks. The Audit Committee al perfo m
annual review of the guide ines nd policies that gov r the pr s by wh ch r sk a m t and agement i undertaken, well r views and dis us maj r risks semi-annual basis. In addition, a d ignated B ard memb r re eiv a opy of al reports e ved through the Company's ethics hotline.
a
w
Our Board has versight of all cybers curity threats and incident On a quarterly basis, nd or often if warr ted, the Company's Chief nformation Officer ("CIO"), r the CFO in coordination with the C O, ch after onsultation th the Company's Chief Information Sec rity Officer ("CISO"), reports to the full Board any potentially material cybe s urity thr t or incident and ur activitie regarding the prevention, detection mitigation, and remediatio f cyber ecurity threats d ncidents. Cybersecurity risk ev uated s part f our veral ERM process by a r -functional group of leader , led by o C SO. B ed n the ERM analysis, w adjust, f n ess ry, ur pro for the identification, m nt, and o itoring of cybersecurity threats and incidents
The HRC Committee's oversight of executive officer compensation, including the ssessment of compensation risk for executive officers, s detailed n the Compensatio Discussion & Analysis section o page 31. The Committe also ssesse ur compensation structure for employees generally and has concluded that o r compensation policie and practices do not create risks that r reasonably ikely to have material adv rse effect the Company. The following factors contributed to this determination
l
We s ombination of short-term and long-term n ntiv r wards that a tied to varied and complementary easure of performance and have overlapping performan periods.
We se ommo a nual ncentive plans acros all business n ts.
Proxy Statement
Our nual ncentive pla and ur omnibus equity plan contain clawback provisions that enable the Committee to recoup n e tive payments, when triggered.
Our employees below key management levels have small percentage of their total pay n variable compensation.
We promote employee ownership culture to better align employees with shareholders, with approximately 2,100 employees contributing their w funds to purchase Company stock under various stock purchase plans in 2025.
Consideration of Director Nominees and Diversity
The NGS Committee s resp n ble for identifying d eval ting the best available qualified ndidates f r electi to the Board of Directors The Committee's procedure and the Comp ny's bylaws an be found at www.leggett.com/goveranc .
Following its evaluation, the NGS Co mittee reco mends to the full Board a slate of dire tor candidates to be ominated fo electi by the Company's shareholders o an annual basist
i
s
h
t
Incumbent Directors. n he case f ncumbent directors, the NGS Committee reviews each director's overall ervice during his r er current term, including the number of meetings attended, level of p rticipation, qu lity of perfo mance and any r nsactions betwee the director and the Company.
t
New Director Candidates. n he ase f n w d rector ndidates, the NGS Committee first determin whether the nominee will be ndependent under NYSE rules, then identifies any special eed f the Board. The NGS Committee w ll sider individuals re o mended by Board members, Company ma agement, shareholders a d, if it deems appropriate, a pr fessional earch firm
d
The NGS Committee believ s director candidates should meet a d emo strate the fol owing criteria Character and integrity.
A commitment to the long-te growth and p ofitability of the Company.
A willingness and ability to make uffic ent time ommitment to the affa rs f the Company to effectively perf rm the dut es f a direct r, including gular attendan at Board nd committe meetings
Significant busines r public experi eva t and ben ficial to the Board and the Company.
v
t
Proxy Statement
Board Diversity n acc rdance with r Procedur for Identifying and Evaluating Director Candidates, the NGS C m ttee's policy is t actively seek director andidates from w de variety of backgr u ds, without discr mination ba d o r c , ethnic ty, lor, nc stry, national origin, religion, x, xual orientation, gend r identity, age, disability, r any other status protected by l w. The NGS Committee recognizes the v u f cultivating a Board with a diver mix of opinions, perspectives, skills, experienc , and backgrounds and imp ements th s policy by consid r g h w a particular candidate's attributes would complement the existing composition of the Board. We believe a d verse board ables r bala ed, wide-ranging discussion n the board oo , which, w believe, supports effective v r ight and nhance the dec si n making pr cesses. Having diver repre ntatio nd variety of iewpoints is also import t t ur sh r ho d rs nd other stakehold rs The NGS Committee ss se the effectiven s of ts pproach to diver ity part of t ongoing v uation f the Board's overall comp sition and performance, ncluding co sideratio f he mix of opinions, perspectives, skills, experiences, and background represe ted the Board.
A n natio s to the Bo rd w l be based up rit, exp r en e a d backgro d rel vant to the Board's urre t and anticipated needs, well as Leggett's businesses.
f
m
r
Director Recommendations f
rom Shareholders. The NGS Committee does not ntend to alter ts eval tion process, including the minim criteria set forth above, r candidate r mm nded by a shareholder. Shareholde who wish t r mm nd candidat for the NGS Committee's consideration ust bmit a w tten commendation to the Se retary of the Company at 1 Leggett Road, Carthage, MO 64836. Recommendations (other than director nominations by shareholder in a corda e with the Company's bylaws, as described below) must be sent by certified or egistered mail and received by December 15th for the NGS Committee's consideration for the following year's Annual Meeting. Reco m ndatio must nclude the fol ow ng:Shareholder's name, number f shares wned, length of period held and proof of w rship. Candidate's name, addres , pho e numbe nd age
r
A sum describing, at minimum, the candidate's educational background, occupation, employment history and material outside commitments (memberships o other board and committees, charitable foundations, etc.).
A supporting statement which describes the hareholder's and candidate's easons f r nomination to the Board of Directors and do ments th andidate's ability t atisfy the director qualifications d ribed above
The candidate's on ent to a background nve tigation and to stand f r el tion if nominated by the Board d t rv if elected by th hareho d r .
Any other information that wil assist the NGS Committee i v luating the ndidate n rda c with ts pro dure.
t
Director Nominations for
Inclusion in Leggett's roxy Materials Pro xy Access). The Board has approved a proxy acces bylaw, wh ch permits a hareh lder, or group of up to 20 shareholde s, owning at east 3% of o r tstanding sh r s ontinuously for at least three years, to nominate and include n Leggett's proxy material up to the greater of two nominees r 20% of the Board, provided the shareholders and nominees atisfy the requirements specified n r bylaws. Notic f p xy e m ee for the 2027 Annual Meeting must be received rlier han Janu ry 21, 2027 and lat r than February 20, 2027S
Notice of Other Director Nominees. For shareholder intending to nominate a dire tor candidate for ele tion at the 2027 Annual Meeting outside of the Company's nomination proces , our bylaws require that the Company receiv otice of the nomination earlier than January 21, 2027 and ater than February 20, 2027. This not c ust provide the nfo m tio sp if ed in
tion 2.2 of the bylaws, including the information required by Rule 14a-19 der the Securities Exchange Act of 1934Transactions with Related Persons
p
t
According to ur Corporate Governanc Guidelines, the NGS Committee rev ews transactions in which related p r has a direct r nd rect mater al nterest, the Company r ubsidiary is a rticipant, and the amount nvolved x eds $120,000. If the transactio w th related per o r compens tio , he HRC Committee o ducts the ev ew.
Proxy Statement
The Company's executive officers and directors r expected to notify the Company's Corporate Secretary of y current r proposed transaction that may be related pers n transa tion. The Corporate Se retary w l determine if it isa related pe tr nsacti and, if so, w nclude t for deration at the ext e ting of the appropr ate Committe . The appropr ate Comm tte w l nduct a reasonable prior review and ver ight of any r ated p rso trans ction for potential onflicts of nte e t and wil prohib t ny such transact on if the Committee determines t to be ncons stent with the nterests of the Company and ts shar ho ders. f it b c s ce sary to review related person transaction betwe n m etings, the Chair of the appropriate Committee is thorized to act behalf of the Committee. The Chair wil provide rep rt on the matter to the full Committee at ts n xt meeting.
The full policy for reviewing transactions with related persons, ncluding categories of pre-approv d t nsactions, s found i r Corporate Governance Guidelines vailable ur w bsite at https://www.leggett.com/gover anc
V
The Company emp oys certa n relatives of ts x utiv fficers, but only n had total o pensation ( n sting of salary, annual n nt v arned n 2025, the grant date fair value of equity w rds granted n 2025, d the Company' matching ntribut ons under the Executive Stock Unit Program (the "ESU Program")) in x s f the $120,000 related per on transaction thr hold Ashley Hiatt, Senior Director - A ounting, the ster- n- aw of Benjamin M. Bu s, Executive P and Chief Financial Offi e , had total 2025 compensati of
$284,647
Director Compensation
2025, ur non-management directors received al retainer, consisting of m x of sh d equ ty, t forth n the tab e be oCash Compensation | |
Director Retainer | $100,000 |
Audit Committee Retain r | |
Chair | 25,000 |
Member | 10,000 |
HRC Comm tt e Reta ner | |
Cha r 20,000
Member 8,000
NGS Committee Retainer
Chair | 15,000 |
Member | 7,000 |
Equity Compensation - Restricted Stock or RSUs | |
Director Retain r | 160,000 |
Lead Director Additional Retainer | 30,000 |
m
Proxy Statement
The HRC Committee review director compen ation nnually and recommends any changes to the ful B ard f r consideration at its Nov mber eeting and at other meetings
appr pr ate The C mm tte sider n tional urv y dat and trends, a well a p er company benchmarking data (se discussion of the xecutiv pensation peer group at page
41) but do not target director ompensation to any specific per ntage of the m dian. The directors' nn al cash and equity retainers wer t incr d in 2025.
t
Directors ay elect to ve the equity retain r n re tr cted stock r RSUs. Electing RSUs enables directors to defer e eipt of the shares for two to ten yea while c ruing dividend equivalent shares at a 20% discount to market price ver the defer l period. Both restricted stock and RSU ve t on he day prior to the n xt year's Ann al Meeting
Directors may elect to defer their cash reta ner nto Leggett stock units at a 20% discount r nterest-bearing cash deferral der the Company's Deferred Compensation Program, described page 39.
As of March 13, 2026, ur on-m nagement d rectors currently comply with the stock ownership guidelines quir ng them to hold Leggett stock with val of five times thei nnual cash retainer within five years of join ng the Board.
The Company pays for all tr vel expenses the directors n ur to attend Board etings, d r sonabl osts ated to director education.
Director Compensation in 2025
Our non-management d rectors ved the foll w ng compensation n 2025
Non-Qualified Fees Earned Deferred or Paid Stock Compensation All Other Director in Cash(1)(2)Awards(3)Earnings(4)Compensation(5)Total | |||||
Angela Barbee | $118,000 | $160,000 | $682 | $2,728 | $281,410 |
Mark A. Blinn | 59,000 | 789 | 59,789 | ||
Robert E. Brunner | 115,000 | 190,000 | 3,813 | 15,25 | 324,063 |
Mary Campbell | 117,500 | 160,000 | 1,663 | 7,440 | 286,602 |
Manuel A. Fernandez | 57,500 | 1,092 | 18,745 | 77,337 | |
Joseph W. McClanathan | 123,000 | 160,000 | 2,030 | 38,869 | 323,898 |
Srikanth Padmanabhan | 117,000 | 160,000 | 625 | 3,289 | 280,914 |
Jai Shah | 130,000 | 160,000 | 4,315 | 16,153 | 310,468 |
Phoebe A. Wood | 132,000 | 160,000 | 1,394 | 5,574 | 298,968 |
a
(1)These amounts include cash compensation deferred der o r Deferred Compensation Program, described t page 39. The following directors deferred cash mpensation nto stock units: Fernandez-$57,500 and McClanathan-$123,000. Mr. Shah deferred $130,000 nto interest-bearing sh deferral.
(2)The amount shown for Messrs. Blinn and Fernandez reflect the quarterly sh payments for a p rtial ye r of ervice prior to their retirement a directors at the end of their terms effective mmediately prior to the beg nn ng of the 2025 An al Meeting
s
a
i
d
Proxy Statement
(3)The u ts ref ect the grant date fair v u f the a nual str cted stock r RSU w rds, wh ch w $160,000 fo ach director, p u a additional $30,000 reta ner for Mr. Brunner's ervice a Lead Director. The grant date va ue of these wards s determined by the stock price o the ay of the award.
(4)These m unts nclude the 20% discount stock un t d vidends and premium nterest o h deferrals und r ur Deferred Comp n ation Program and RSUs.
(5)Items n exces of $10,000 that are reported n this column consist of (i) dividend equivalents o annual RSU awards, and dividend equivalents paid o stock units quired under ur Deferred Compensation Program Brunner-$15,251; and (ii) the 20% discount the purcha of stock units und r ur Deferred
Compensation Program: Fernandez-$14,375, and McCla athan-$30,750.
Mr. Gl m n, the Company's Board Chairman, President and CEO, did not receiv ompensation for h s Board rvice n 2025, xcept for
f
$1,528 n dividends fro tricted stock award granted r his ervice a on-ma agement d rector prior to his appointment a President and CEO May 20, 2024 This m unt s ncluded n the Summary Compensation Tab e page 45
M
As set forth below, all directors held u ve ted r tricted stock or RSUs of Decemb r 31, 2025, ex ept f r Mark A. B nn and Manuel A. Fernandez. The re tricted tock and RSU will vest n ay 20, 2026.
Director | Restricted Stock | Restricted Stock Units |
Angela Barbee | 16,532 | |
Mark A. B nn(1) | ||
Robert E. Brunner | 20,085 | |
Mary Campbell | 16,913 | |
Manuel A. Fernandez(1) | ||
Joseph W. McClanathan | 16,532 | |
Srikanth Padmanabhan | 16,913 | |
Jai Shah | 16,913 | |
Phoebe A. Wood | 16,913 | |
(1)Mark A. Blinn and Manuel A. Fernandez etired in May 2025 and therefore did not e eiv ny r stricted stock r RSU grants in 2025.
Effective in 2025, stock options were elim nated a an investment alter ative under our Deferred Compen ation Program. However, previously granted tock options e ain outstanding. Thr directors held outstanding stock optio a of De emb r 31, 2025, wh ch
Proxy Statement
wer granted n ieu f prior years' a h compensation under ur Deferred Compensation Progra : M . Campbell-4,274 options, Mr. Fernandez-21,822 options, and Mr. Shah-25,886 ptions.
Proposals to be Voted on at the Annual MeetingPROPOSAL ONE: Election of Directors
M
M
t
d
f
n
the 2026 Annual eeting, eight directors re nominated to hold office u til the 2027 Annu l eting of Shareholders, or until their successors are elected a d qu lified. A l n minees have b en previously elected by ur shareholders. f any n minee named below is un ble o erve as a irector (an event the Board doe not ticipate), proxies will be voted or a ubst tute ominee, if any, designated by the Board.s
e
In recommending the slate of director n mine s, our Board h s chosen individuals of character and integrity, with a commitment to the long-ter growth a d profitability of the Company. We believe ach of the nominees brings ignificant business r publi experi n relevant and beneficial to the Board and the Company, a well w rk thic and disposition that foster the ollegia ity necessary for the Board and its committees to functio efficiently a d best repre e t the nterests of ur shareholders
i
Additional information oncerning the directors is fou d n the Pr xy S mmary at page 1
Independent Director
Director Since: 2022
Age: 60
Committees:
Audit HRC
Angela Barbee
Profes ional Experience:
W
Proxy Statement
Ms. Barbee wa Senior Vice President-Technology and Global R&D of eber Inc., anufacturer of charcoal, gas, pellet, and electric outdoor grills and ccessories, from 2021 to 2022. She previously rv d as V ce President-Advance Development, Global Kitchen & Bath Group of Kohler Company, a glob l eader n the design, i n vation and manufacture of kitchen d bath products, engines and power ystems, and luxury bi try and tile, fr 2020 to 2021, and Vice Pr sident-New Product Dev lopment and Engineering, Global Faucets fr 2018 to 2020. Ms. Barbe rved Director-G obal Creative Design Operations f General Motors, a g obal company that designs, bu ds, a d sel s trucks, r s ver , cars, and tomobile parts and ccessories, fr 2013 to 2017, and in v rious other
pacities nce 1994.
Education:
Ms. Barbee holds bachelor's degree in mechanical engineering from Wayne State University, master's degree n mechanical engineering fro Purdue Un versity, nd h o pleted the Executive Education Program n the Ross Business School at the University of Michig
Di ct Qualifi tio
e
Through her p t o at Weber, Kohler d G eral Motors, Ms. Barb has wide-ranging knowledge of manufacturing, engineering and innovation, agement, d ope tions in the on umer products nd automotive ndustr es. She al has xtensive nternat onal xperien e n eading eng neering dev lopment and innovation efforts.
Robert E. Brunner | |
Profes ional Experience: Mr. Brunner was the Executive Vice President of llinois Tool Works (ITW), a Fortu e 250 global, multi industrial anufacturer of advanced industrial technology, fro 2006 until his retirement in 2012. He previously erved TW a President-Global Auto beginning n 2005 a d President-North American Auto from 2003 Educatio Mr. Brunner ho d a degree in f n n e fro the University of I inois and an BA from Baldwin-Wallace Univ rsity. | |
Lead Independent Director | Public Company Boards: |
Director Since: 2009 Age: 68 Committees: HRC NGS | Mr. Brunner c rrently s rves a the independent Bo rd Chair of Lindsay C rporation, a global manufact r r f rrigation equipment and road safety products, and previously s rved a director of NN, n , a div rsified ndustr al mpany that desig and ma ufactur high-precision component and assemblies a global basi . Director Qualifications: |
Mr. Brunner's experience and leadership with ITW, a diversified n factur r with a g obal footprint, provides valuable insight to ur Board o the automotive strategy, busines development, merger and cquisition , oper ti s, d international issues. | |
Mary Campbell | |
Prof si al Experience: Ms. Campbell s rved President, vCommerce Vent r of Qurate Reta , In fr 2022 unt her retirement at the end of 2023. Qurate Retail s compr sed of elect group of retail bra ds ncluding QVC, HSN, Ball rd Designs, Frontgate, Garnet Hill, and Grandin Road and is a lead r in video ommerc , and eader n mobile and social c mmerce. During her ore than 20 y ars w th the company, Ms. Campbell held v r ou ead rship positions ros the Merch dising, P anning a d Commer e P atforms functions Most recently, and prior to her most ecent position, she ved Chief Merchandising Officer of Qurate Retail Group and Chief Commer Officer of QVC fr 2018 to 2022, Chief Merchandising and Interactive Officer n 2018, Chief nteractive Experien e Officer fr 2017 to 2018, nd Executive Vice President, Commerce P atform for QVC fr 2014 to 2017. | |
Independent Direct r Director Since 2019 Age 58 | Educatio Ms. Campbell hold a bachelor's degree in psychology from Central Connecticut State University. |
Committees Audit HRC | Public Company Boards: Ms. Campbell rrently erve a director of Kontoor Br ds, nc., a global lifestyle apparel company. |
Director Qualifications: | |
Through her positions at Qurate Reta l Group nd QVC, Ms. Campbell has xtensive knowledge in ns er driven product innovation, m rketing nd brand building, and traditional and new medi pl tf r s, a ell eading teams for ong term growth and volution. | |
i
M
i
Proxy Statement
Board Chairman
Director Si ce: 2002
Chairman Since: 2020
Age: 67
Committees:
None
Karl G. Glassman
Profes ional Experience:
w
i
G
t
f
Mr. Glassman has served the Company's President and Chief Executive Officer since May 2024, and served s egment manager of Specialized Products o a temporary basis til February 2025. Mr Glas ma previo ly served s the Company's Executive Chairman of the Board from 2022 until his retirement in May 2023 a d a first appointed Chairman of the Board n 2020. Mr. lassman also e v d as he Company's Chief Executive Officer fr 2016 to 2021, a President f m 2013 to 2019, Chief Operating Officer from 2006 to 2015, Execut ve Vice President
m 2002 to 2013, P e dent of the former Resid ti l F rnishings egme t f om 1999 to 2006, Senior Vice President from 1999 to 2002, and in variou c pac t es since 1982.Educati
M . Gl ma holds a deg e in busines anag me t and finance fr California State Univ r ty L g Beach.
Director Qualifications:
As the Company's President and CEO with decades of experien in Leggett's senior management team, Mr. G as ma offers exceptional knowledge of the Company's operations, strategy, and governance, well s ts stomers and end markets. Mr. Gl ssm n also se ved o the Board of D rectors of the National As ciation f M ufacturers through the nd of 2022.
Independent Director
Director Si ce: 2005
Age: 73
Committees
HRC
NGS, Chair
Proxy Statement
Joseph W. McClanathan
Profes ional Experience:
a
Mr. McClanathan erved President nd Chief Executive Officer of the Household P ducts Div sion of Energizer Ho dings, Inc., anufacturer of portable power solutions, fr 2007 through his retirement in 2012. Previously, he served Energizer President and Chief Executive Officer of the Energiz r Battery Div sion fro 2004 to 2007, President-North America from 2002 to 2004, and Vice President-North America fr 2000 to 2002.
Educatio
Mr. McClanathan holds a degree n manag me t f m Ar zo a State Un versity.
Public Company Boards:
Mr. McClanathan currently serve a d rector of Brunswick Corporation, rket ead r n the marine industry.
Director Qualificatio s
m
Through his leadership experience at Energizer nd asa f rmer director of the Retail Industry Leaders Associ tion, M . McClanatha ffers a exceptional p rspective to the Board o anufactur ng op ratio , rketing and development of nternational capabilitie .
Srikanth Padmanabhan | |
Profes ional Experience: Mr. Padmanabhan served s Executive Vice President d President, Operations of Cummins Inc., global manufacturer of engines d power solutions, fro 2024 until his retirement in April 2025. He previ sly served s President of its Engine Busines egment f m 2016 to 2023, as Vice Pre ident-Engine Business from 2014 to 2016, Vice President and Gen ral Manager of Em ssi Solutions from 2008 to 2014, d i various other capacities sin e 1991. Educatio Mr. Padmanabhan ho d a bachelor's degree n mechanical engineering from the National Inst tute of Technology in Trichy, India, a Ph.D. in mechanical gi eering f m wa State University, and has c mpleted the Advanced Management Program at Harv rd Busin ss School. Public Company a ds: Mr. Padmanabhan s a director of Terex Corporation, a global manufactur r of advanced specialty vehicles, materials processing machinery, mobile levating w rk platforms, nd equipment for the ectric utility nd try. Director Qualificatio s With ver 30 years at Cummins n variety of eade hip es, Mr. Padmanabhan offers considerable k w edge f the tomotive ndustry and the ndustr al s tor. He br ngs xt nsive xperi n e i managing operations, technology d innovation ulti-b llion-dol ar global business. He has lived d worked in ndia, the United States, Mexico, nd the United Kingdom. | |
Independent Director | |
Director Since: 2018 Age: 61 | |
Committees: Audit NGS | |
Jai Shah | |
Independent Director | Professional Experience: Mr. Shah rve a Group President of Ma c Corporation, a Fort n 500 global eader n the design, m nufact r and distribution of branded home improvement and building products. In this position since 2018, Mr. Shah urrently has responsibility for operating compan e w th leading brands n global de or tiv and rough plumbing in North America d p ev ously headed Masco's platform of decorative architectural and welln s businesses. Mr. Shah s so re ponsib e for Masco's Corporate Strategic Planning tivities. He previously served President of Delta Faucet Comp y, a M sc business unit, fr 2014 to 2018, Vice President and Chief Human Resou Offic r for s o f m 2012 to 2014, and in various capacities since 2003. Prior to Masco, Mr. Shah held a numb r of nio anagement positions at Diversey Corporation and served Seni r Auditor for KPMG Peat arwick Chartered Accountants |
Director Since: 2019 Age: 59 | Edu ti n |
Committees Audit HRC, Chair | Mr Shah is a Certified Public Accountant and Chartered Professional c ountant (Canada) and holds an MBA from the University of Michigan, well a bachelor's and master's degrees n accounting from the Un versity of Waterloo n Ontario, Canada. |
Director Qualificatio s | |
Mr. Shah's range of experience at Ma c in variety of operational, financial and orporate roles offers the Board a br ad perspective o relevant issues facing global orporations, including growth strategy development and implementation, talent management, and adapting to e-busines and market innovations | |
M
M
A
Proxy Statement
Independent Director
Director Since: 2005
Age: 72
Committees: Audit, Chair NGS
Phoebe A. Wood
Profes ional Experience:
w
W
a
Ms. Wood has been a principal in CompaniesWood, a onsulting firm pecializing in early stage investments, since her 2008 retirement as Vice Chair nd Chief Financial Officer of Brown-Forman Corporation, a diversified onsumer products manufactur r, here she had erved since 2001. Ms. Wood previously held various positions at Atlantic Richfield Company, a l d gas c mpany, fr 1976 to 2000. Ms. ood has also erved s Chief Executive Officer of KirtleyWood LLC, a bo rd advisory firm, since January 2025.
Educatio
Ms. Wood holds a degree n psychology from Smith College d an MBA fro UCLA.
Public Company Boards:
i
Ms. Wood is a director of Invesco, Ltd., n independent global nv stment manag r, and PPL Corporation, uti ity and energy services company. Ms. Wood previously erved a a d r tor of P oneer Natural
Resources, n nd pendent oil and gas ompany, fr 2013 to 2024.
Director Qualificatio s
From her areer n business and v rious directorships, Ms. Wood provides the Bo rd w th wealth of understanding f the strategic, financial and ccounting i sue the Board addr sse in its oversight rol .
Proxy Statement
The Board recommends that you vote FOR the election of each of the director nominees.
Audit-Related Matters
PROPOSAL TWO: Ratification of Independent Registered Public Accounting Firm
The Audit Committee s directly sp n ble for the appointment of the Company's ndependent giste d pub ic o nting firm nd has lected Pricewaterho eCoop r LLP ("PwC") f r the fiscal year ending December 31, 2026. PwC has b e ur independent registered
f
public c o nting irm continu usly since 1991.
The Audit Committee regularly ev luate activities to ss re continuing auditor independence, i luding whether there should be regular tation of the independe t regist red public a u ting fir As with all matter , the mb r of the Audit Committee perform a sessments in the best nte ts of the Company d o r investors and believe that the o tinued rete tio of PwC meets this standard.
g
t
Although shareholder ratification of the Audit Committee's selection of PwC is not required by the Company's bylaws r otherwise, the Board is requesting ratification as a atter f ood orporate practice. If o shareholde fail to rat fy the election, it will be nsidered a d rection to the Audit Committee
onsid r a different fir Even f this selection s ratified, the Audit Comm ttee, n ts discretion, may select a different independent registered public counting firm t any time during the year f t dete m nes that such a hange s n the best interest of the C pany and our hareholdera
a
PwC representative are expected to be vailable at the An ual Meeting. They will have
pportunity to make statement if they desire to do and wil be vai ab e to spond to appropriate shareho der questions.The Board recommends that you vote FOR the ratification of PwC as the independent registered public accounting firm.
Audit and Non-Audit Fees
Proxy Statement
The Audit Committee s directly re ponsible for the appointment, compensation, ret ntion, and v r ight of the independent xternal audit firm, directly nvo ved n the election of the ead gagem nt p rtner, and e ponsib e for the audit fee negotiations sso ated with retaining PwC. The fe billed or xpected to be billed by PwC for professional ervices nder d in fiscal ye r 2025 and 2024 r shown be o
$3,095,800
$2,911,061
Audit Fe s(1)
2024
2025
Type of Service
Audit-Related Fees(2)168,846 176,689
Tax Fees(3)268,292 459,598
Al Other F es(4)5,837 5,246
Total $3,354,036 $3,737,333
r
a
(1)Includes rendering n opinion the Company's onsolidated financial statements d the effectiv ne s f internal control v r financial eporting; quarterly review of the Company's f nancial statements; statutory audits, where appropr ate; comfort and debt ove ant ette ; nd ervice n onnectio w th regulatory fi ngs
(2)Inc udes udits of mp oyee b n fit plans and other attest v ces
(3)Includes preparation and review of tax returns nd t x filings; tax ons lting and advice related to complianc w th tax laws; t x planning strategies; and tax due dilig nc related to acquisitions and joint ventures.
(4)Includes use of a nternational tax reporting software d subscription fees to a es cco nting and fin n al eporting content.
Audit-Related Matters
Pre-Approval Procedures for Audit and Non-Audit Services
a
The Audit Committ has tablished a proc dure for pre-approving the v ces performed by the Company's auditors. Al services provided by PwC n 2025 were approved in ccord nce with the adopted procedures There were n servi es pr vided or fees paid n 2025 for which the pre-approval requirem nt w s waived.
The procedure provide standing pre-approval for
i
r
Audit Services : quarterly reviews f the Company's financial statements; statutory audits, where appropr ate; e v ces related to SEC registration tatements (including mf rt and debt c venant letter ); onsents nd assista e responding to SEC comment letters; consultations a to acc unting or disclosure treatment of t ansacti n or events; and ervices in onnectio with egulatory fil ngs.
a
d
a
Audit-Related Servic : onsultatio w r proposed transactions, statutory requirements, o ccounting principles; report related to contracts, greements, arbitration, or gover ment filings; continuing professional education; financial statement audits of employee benefit plans; and due iligence and audits related to acquisitions, dispositions nd joint venture
Tax vi : preparatio and review of Company d related tity ncome, sales, payroll, property, a d other t x return and tax fil ngs d permiss ble tax audit s stance; prepar tion d r v ew of expatr ate d s milar mployee t x ret rns nd tax filings; tax onsulting d advice ated to compliance with applicable tax w and transfer pr cing matter ; t x planning strategies nd implementation and tax due diligenc lated t cquisitions, dispositions nd joint ventur s.
r
Proxy Statement
Any other audit, audit-r ated, r tax ervi s p vided by the Company's ditors r quire specific Audit Committee p e approval. The procedure requires the Audit Committee t pecific lly pr - ppr v the term of the nual aud t rvic engag ent etter with the Company's auditor, including all dit procedure required to ender opini the Company's annual financial statements and the effectivene of the Company's nternal control over financial reporting. The Audit Committee must specifically approve, if ne essary, a y changes n terms of the a nual audit gageme t
ulting f m hanges n udit scope, C pany structure r other matter . The Audit Committee m st als pecifically approve n advan other p rmissib e Non-Audit Services to be perf rmed by the Company' aud tors. The proced prohibits rtain on- dit ervices fr be ng p vided by the ndependent audito nder SEC rules.Managem nt provid quarterly reports to the Audit Committee regarding the nat r and c pe of any n-aud t rvic performed and y f s paid to the dit r for all services. The Audit Committee has determined that the provis o f the approved Non-Audit Services
by PwC n 2025 s compatible with maintaining PwC's ndependen e.
Audit Committee Report
The current Audit Committee is posed of f ve n -man gement directors who re independent s requ red by SEC a d NYSE rul The Audit Committee operates unde written charter adopted by the Board which is posted the Company' website at https://www.leggett.com/go ernanc
Management s re p ble for the Company's financial statements d f nancial reporting process, ncluding the system of nternal nt s. PwC, ur independent giste d pub ounting f rm, s e ponsib e for expressing a pinion n the conformity of the dited consolidated financial tatem nts with ting pri ipl gen rally cepted in the United Stat
i
The Audit Committee is responsible for monitoring, v eeing, and evaluating th s pro s s, providing e ndations to the Board garding the independe ce of and risk asse nt procedure used by ur independent registered public ac u ting firm, selecting nd retaining r ndependent gistered public a counting firm, nd ov r eeing compliance with vario laws and regulations.
i
At ts meetings, the A dit C ttee ev ewed and di c sed the Company's aud ted financial statements with management and PwC. The Audit Committ also discussed w th PwC all tems required to be discussed by the applicabl require nts of the Public Company Accounting Oversight Board (PCAOB) and the SEC.
The Audit Committ eceiv d the written d sclo ure d letter from PwC required by appli ble requirements f the PCAOB regarding PwC's ommunicatio with the Audit Committee oncerning ndependen e and has discussed PwC's independence with them.
Attachments
- Original document
- Permalink
Disclaimer
Leggett & Platt Inc. published this content on April 07, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on April 07, 2026 at 14:45 UTC.

















