DEF 14A of Matthews International Corp, Jan 16, 2024

DEF 14A of Matthews International Corp

Filed Jan 16, 2024 · FY20230000063296-24-000002

Open on EDGAR

  1. Board of Directors

    Board of Directors The Board of Directors (sometimes referred to throughout the remainder of this Proxy Statement as the “Board”) is the ultimate governing body of the Company. As such, it functions within a framework of duties and requirements established by Pennsylvania statute, government regulations, court decisions and the Company’s organizational documents. Generally, the Board reviews and confirms the basic objectives and broad policies of the Company, approves various important transactions, appoints the officers of the Company and monitors the Company’s performance in key results areas. The Board also has oversight responsibility of the processes established to report and monitor systems for material risks applicable to the Company. The full Board regularly reviews enterprise-wide risk management, which includes risks in the areas of compliance, operations, strategy, reporting, treasury, enterprise value, and insurable risks. In addition, each Board committee plays a significant role in carrying out the risk oversight function. The executive committee of the Board (the “Executive Committee”) assists in monitoring and assessing relevant risks between the times at which the full Board convenes. The governance and sustainability committee of the Board (the “Governance and Sustainability Committee”) oversees risks related to corporate governance, ethics and environmental, social, and governance (“ESG”) considerations. The audit committee of the Board (the “Audit Committee”) oversees risks related to financial reporting and control; environmental and health matters; management policies and guidelines; legal claims and issues; anti-corruption and regulatory compliance; cybersecurity; and information technology. The finance committee of the Board (the “Finance Committee”) oversees the Company’s financial policies, strategies and capital structure. The compensation committee of the Board (the “Compensation Committee”) oversees risks related to human resources, succession planning and compensation. The Mergers and Acquisitions Review Committee of the Board (the “M&A Review Committee”) provides oversight of integration planning and implementation of the Company’s significant acquisitions on an as-needed basis.

  2. Compensation of Directors

    Compensation of Directors Director compensation is determined and administered by the Governance and Sustainability Committee. In performing its duties, the Governance and Sustainability Committee consults with various independent third-party advisors. In fiscal 2023, the Governance and Sustainability Committee consulted with Pay Governance, LLC, an independent executive compensation consulting firm. Under the Company’s 2019 Director Fee Plan, for fiscal 2023, each eligible non-employee director received an annual retainer valued at $90,000, which was payable either in cash or in shares of the Company’s Common Stock, as determined by the Governance and Sustainability Committee. If payable in cash, a director may elect to receive the annual retainer in (a) shares of Common Stock or (b) Common Stock credited to a deferred stock account as phantom stock. If the annual retainer is paid in shares of Common Stock, a director may defer the receipt of such Common Stock into a deferred stock account as phantom stock. Each non-employee director is also eligible to receive an annual stock-based grant in the form of either non-statutory stock options, stock appreciation rights, restricted shares or restricted share units (“RSUs”). The form and value of the awards are determined by the Governance and Sustainability Committee. The value of the annual grants awarded for fiscal 2023 was $140,000, issued in the form of RSUs, which vest on the second anniversary of the date of the grant. The non-employee Chairman of the Board received an additional annual retainer fee of $120,000 in fiscal 2023, which was paid in cash. In fiscal 2023, each chairperson of a committee of the Board received an additional $10,000 retainer fee ($17,500 in the case of the Audit Committee chairperson; $12,500 in the case of the Compensation Committee chairperson) for their services as a committee chairperson. In addition, in fiscal 2023, Mr. Dunlap and Mr. Schawk, the non-employee members of the M&A Review Committee, received $1,500 per day of service on the M&A Review Committee. Other than this daily fee with respect to the M&A Review Committee, directors receive no other meeting fees. The Company does not provide any retirement benefits or perquisites to any of its non-employee directors. The following table summarizes the director compensation earned by the non-employee directors of the Company for fiscal 2023.

  3. Non-Employee Director Compensation Table

    Non-Employee Director Compensation Table

  4. Non-Employee Director Compensation Table

    | Name | Fees Earned or Paid in Cash | Stock Awards (1) | Total | | A. Garcia-Tunon | $210,000 | $140,000 | $350,000 | | K.E. Dietze | 100,000 | 140,000 | 240,000 | | T.L. Dunlap | 106,000 | 140,000 | 246,000 | | L.D. Etzkorn | 107,500 | 140,000 | 247,500 | | M.K. O’Brien | 102,500 | 140,000 | 242,500 | | A.W. Richards | 90,000 | 140,000 | 230,000 | | D.A. Schawk | 96,000 | 140,000 | 236,000 | | J.R. Whitaker | 100,000 | 140,000 | 240,000 |

  5. Non-Employee Director Compensation Table

    (1)Amounts in this column reflect the grant date fair value of awards of restricted share units of Common Stock granted during fiscal 2023 computed in accordance with Financial Accounting Standards Board ASC Topic 718; however, the estimates of forfeitures related to service-based vesting conditions are disregarded for purposes of this valuation. There were no forfeitures of restricted awards by any of the directors during fiscal 2023. On March 9, 2023, each of the non-employee directors were awarded 3,777 restricted share units with a grant date fair value of $140,000.

  6. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  7. Board Composition and Director Nominations

    Board Composition and Director Nominations The Restated Articles of Incorporation of the Company provide that the Board of Directors has authority to set the number of directors constituting the full Board, provided that such number shall not be less than five or more than fifteen. Until further action, the Board has fixed the number of directors constituting the full Board at ten. From time to time, the Board reassesses the number of directors constituting the full Board and, in anticipation of future retirements, may consider expanding the Board beyond ten. Pursuant to the Company’s Restated Articles of Incorporation, the Board of Directors is divided into three classes. The terms of office of the three classes of directors end in successive years. Nominations for election to the Board of Directors may be made by the Governance and Sustainability Committee or by the shareholders pursuant to the provisions set forth in the Company’s Restated Articles of Incorporation and Amended and Restated By-laws.

  8. Nominees for Director

    Nominees for Director Joseph C. Bartolacci, Katherine E. Dietze, Lillian D. Etzkorn and Morgan K. O'Brien, whose terms of office are expiring, have been nominated by the Board of Directors upon the recommendation of the Governance and Sustainability Committee to serve for three-year terms that will end in 2027 or until their successors are elected and qualified.

  9. The Board’s Process for Selecting Director Nominees and Filling Vacancies

    The Board’s Process for Selecting Director Nominees and Filling Vacancies The Company’s process for identifying and evaluating director nominees and filling director vacancies includes determination of the professional skills and background desired to serve the best interests and current needs of the Company and its shareholders, possible retention of a third-party search firm to assist in the identification and evaluation of director candidates, consideration of candidates nominated by shareholders (if any), evaluation of a candidate’s credentials and experience by the Governance and Sustainability Committee (including personal interviews with selected candidates), and a formal recommendation by the Governance and Sustainability Committee to the Board of Directors regarding the candidate considered to be the most qualified to be nominated for election to the Board or to fill the director vacancy. The Governance and Sustainability Committee assesses a candidate’s background, skills, diversity, personal characteristics and business experience and applies the following criteria and qualifications: candidates are to be of the highest ethical character, share the values of the Company, have reputations, both personal and professional, consistent with the image and reputation of the Company, be highly accomplished in their respective field, with superior credentials and recognition, and provide the relevant expertise and experience necessary to assist the Board and the Company to increase shareholder value. The Board may prioritize the foregoing criteria depending on the current needs of the Board and the Company. The Board does not have a formal diversity policy for selecting directors but considers diversity of race, gender and national origin to be relevant factors that are weighed with other criteria in recommending and nominating directors for election to the Board of Directors of Matthews.

  10. Information About Current Directors Standing for Re-Election and Board Nominees

    Information About Current Directors Standing for Re-Election and Board Nominees The table below sets forth, as of the date of this Proxy Statement, certain information that has been furnished to us by each current director standing for re-election and each other individual who has been nominated by the Board to serve as a director of our Company:

  11. Information About Current Directors Standing for Re-Election and Board Nominees

    | Name | Age | Director Since | | Joseph C. Bartolacci M | 63 | 2005 | | Katherine E. Dietze E, G, F | 66 | 2008 | | Lillian D. Etzkorn E, A, F | 54 | 2020 | | Morgan K. O'Brien E, A, C | 63 | 2011 |

  12. Information About Current Directors Standing for Re-Election and Board Nominees

    A – Member of the Audit Committee as of the date of this Proxy Statement C – Member of the Compensation Committee as of the date of this Proxy Statement E – Member of the Executive Committee as of the date of this Proxy Statement F – Member of the Finance Committee as of the date of this Proxy Statement G – Member of the Governance and Sustainability Committee as of the date of this Proxy Statement M – Member of the M&A Review Committee as of the date of this Proxy Statement

  13. Additional Information About Current Directors and Board Nominees

    Additional Information About Current Directors and Board Nominees The paragraphs below provide further information about each Board Nominee, each of whom has been nominated for election at the Annual Meeting by the Board, and each continuing director, including all positions he or she holds, his or her principal occupation and business experience for the past five years, and the names of other publicly held companies of which he or she currently serves as a director or served as a director during the past five years. We believe that all of our directors and director nominees display personal and professional integrity; satisfactory levels of education and/or business experience; broad-based business acumen; an appropriate level of understanding of our business and its industry and other industries relevant to our business; the ability and willingness to devote adequate time to the work of the Board and its committees; a fit of skills and personality with those of our other directors that helps build a board of directors that is effective, collegial and responsive to the needs of our company; strategic thinking and a willingness to share ideas; a diversity of experiences, expertise and background; and the ability to represent the interests of all of our shareholders. The information presented below regarding each director and nominee for director also sets forth specific experience, qualifications, attributes and skills that led the Board to the conclusion that he or she should serve as a director in light of our business and structure.

  14. Nominees

    Nominees Joseph C. Bartolacci, age 63, was appointed President and Chief Executive Officer of the Company in 2006, and has served on the Board of Directors since 2005. Prior to his appointment as Chief Executive Officer, he was President and Chief Operating Officer of the Company since 2005. Prior thereto, he held various positions within Matthews, including President, Casket Division; Executive Vice President of Matthews; President, Matthews Europe; President, Caggiati, S.p.A. (a wholly-owned subsidiary of Matthews) and General Counsel of Matthews. Mr. Bartolacci received a Bachelor of Science degree in Accounting from Saint Vincent College and a Juris Doctor from the University of Pittsburgh. Mr. Bartolacci serves on the M&A Review Committee of the Board. He also serves on the boards of various subsidiaries of Matthews. Other than the Company, Mr. Bartolacci serves on the board of Federated Hermes, a global investment management company and publicly-traded company. The Board believes that Mr. Bartolacci is well-qualified to serve on the Company’s Board of Directors based on his firsthand operating experience in many of the Company’s diverse global businesses and brings a well-developed understanding of the industries in which the Company operates, as well as the opportunities within those industries to drive shareholder value. In addition, he provides management’s perspective in Board decisions about the business and strategic direction of the Company. Katherine E. Dietze, age 66, has served on the Board of Directors of the Company since July 2008. Ms. Dietze was Global Chief Operating Officer, Investment Banking Division of Credit Suisse First Boston, a financial services company, until her retirement in 2005. She had also held the position of Managing Director, Investment Banking. Prior to joining Credit Suisse First Boston, Ms. Dietze was a Managing Director for Salomon Brothers Inc., a financial services company. Ms. Dietze brings a strong background in global investment and financial matters. Ms. Dietze received a Bachelor of Arts degree from Brown University and graduated from Columbia University with a Masters in Business Administration in Finance and Marketing. Ms. Dietze serves as Chairperson of the Finance Committee and is a member of the Executive Committee. Ms. Dietze was a corporate director and chair of the audit committee for Cowen Group, Inc from October 2009 until the sale of Cowen in March 2023 to Toronto-Dominion Bank. She previously served as chairperson of the audit committee and member of both the governance and compensation committees for LaBranche, LLC, a financial services firm purchased by the Cowen Group in June 2011. Ms. Dietze served as a trustee on the Liberty Property Trust board from January 2011 to March, 2020. The Board believes that Ms. Dietze is well-qualified to serve on the Company’s Board of Directors in light of her background in investment banking, which allows Ms. Dietze to provide a unique and valuable perspective on global financial markets, investments and financial transactions. Lillian D. Etzkorn, age 54, was appointed to the Board of Directors on October 1, 2020. Since April 2023, Ms. Etzkorn has served as the Executive Vice President & Chief Financial Officer of LCI Industries (NYSE: LCII) ("Lippert"). Lippert supplies highly engineered components for leading original equipment manufacturers in the recreation and transportation product markets, and the related aftermarkets of those industries. Prior to joining Lippert, she was the Chief Financial Officer at Covia, a $1+ billion industrial minerals mining and processing company from October 2021 to August 2022. She also served as CFO at Shiloh Industries from July 2018 to October 2021. Prior to that, she served as CFO at CPI Card Group and was the Vice President, Treasurer at Dana Holding Company from September 2011 to January 2017. Ms. Etzkorn began her career at Ford Motor Company where she had increasing levels of responsibility over 19 years, including leading Investor Relations. She holds a Bachelor of Arts degree in Business Administration and Marketing from Eastern Michigan University and an MBA from the University of Michigan. Ms. Etzkorn is a member of the Finance Committee and is the Chairperson of the Audit Committee. The Board believes that Ms. Etzkorn is well-qualified to serve on the Company’s Board of Directors due to her strong leadership skills and financial acumen. Morgan K. O’Brien, age 63, has served on the Board of Directors of the Company since July 2011. Mr. O’Brien currently serves as President and CEO of Hearthstone Utilities, Inc., a position he has held since December 2021. Mr. O’Brien served as the President and Chief Executive Officer of Peoples Natural Gas Company LLC, a utility serving the southwestern Pennsylvania market, from February 2010 until March 2020. Prior thereto, Mr. O’Brien served as President and Chief Executive Officer of Duquesne Light Holdings, an electric utility company serving western Pennsylvania, since 2001. He held various senior executive positions at Duquesne Light Holdings since 1991. Prior to joining Duquesne Light Holdings, Mr. O’Brien served in various management positions at PNC Bank and at major accounting firms. Mr. O’Brien is also Chairperson of the Compensation Committee and is a member of the Executive Committee. Mr. O’Brien received a Bachelor’s degree in Business Administration and a Masters degree in taxation from Robert Morris University. Mr. O’Brien serves on the board of trustees of Robert Morris University. He also serves on the boards of several civic and charitable organizations in Western Pennsylvania. The Board believes that Mr. O’Brien is well-qualified to serve on the Company’s Board of Directors due to having served as a Chief Executive Officer with more than 10 years’ experience in that role. As such, he brings significant leadership skills to the Board of Directors. With his experience in the areas of accounting and taxation, he also provides the Board and the Audit Committee, of which he is a member, with strong financial skills.

  15. Continuing Directors

    Continuing Directors Gregory S. Babe, age 66, has served on the Board of Directors since November 2010. Mr. Babe has served as the Company’s Chief Technology Officer and Group President, Industrial Technologies since October 2022. He served as the Company's Chief Technology Officer from November 2015 to September 2022 and prior to that served as the Company’s Executive Vice President, Global Information Technology and Integration starting in November 2014. Mr. Babe also serves as President and Chief Executive Officer of Liquid X Printed Metals, Inc., a Carnegie Mellon University spin out. From July 2012 to June 2013, Mr. Babe served as Chief Executive Officer of Orbital Engineering, Inc., a privately held engineering services company. Mr. Babe retired as President and Chief Executive Officer of Bayer Corporation and Bayer MaterialScience LLC in June 2012. Mr. Babe was appointed President and Chief Executive Officer of Bayer Corporation and Senior Bayer Representative for the United States and Canada in October 2008. Mr. Babe was responsible for the North American activities of the worldwide Bayer Group, an international health care, nutrition and high-tech materials group based in Leverkusen, Germany. In addition, he held the position of President and Chief Executive Officer of Bayer MaterialScience LLC, a producer of polymers and high-performance plastics in North America, from July 2004 until June 2012. He possesses a strong background in manufacturing and regulatory and government affairs. Mr. Babe is a member of the Finance Committee. He serves on the board of the Benedum Foundation, where he is a member of the investment committee. Mr. Babe holds a Bachelor of Science degree in mechanical engineering from West Virginia University. The Board believes that Mr. Babe is well-qualified to serve on the Company’s Board of Directors based on his experience as a Chief Executive Officer of a multinational manufacturing company. Terry L. Dunlap, age 64, has served on the Board of Directors since February 2015. Mr. Dunlap currently serves as the principal of Sweetwater LLC, a consulting firm with a focus on manufacturing. Mr. Dunlap served as the Interim Chief Executive Officer and President of TimkenSteel Corporation, a specialty steel producer, from October 2019 to December 2020. Prior thereto, Mr. Dunlap spent 31 years with Allegheny Technologies, where he served as Executive Vice President, Flat-Rolled Products from May 2011 until his retirement in December 2014, President, ATI Allegheny Ludlum from 2002 to 2014, and Group President, ATI Flat-Rolled Products from 2008 to May 2011. Mr. Dunlap received a Bachelor of Science degree in Marketing from Indiana University of Pennsylvania and attended the Loyola University of Chicago MBA program. Mr. Dunlap is a member of the Compensation, Governance and Sustainability, and M&A Review Committees of the Board. Mr. Dunlap also serves on the board of directors of United States Steel Corporation, a global integrated mining and carbon steel producer, and served as a director of TimkenSteel Corporation from August 2015 to December 2021, and as a director of Ampco-Pittsburgh Corporation, a global producer of forged and cast engineered products, from May 2019 to May 2022. The Board believes that Mr. Dunlap is well-qualified to serve on the Company’s Board of Directors due to his experience and knowledge in the global manufacturing industry. Alvaro Garcia-Tunon, age 71, has served on the Board of Directors since October 2009. Mr. Garcia-Tunon retired as the Chief Financial Officer of Wabtec Corporation, a provider of products and services for the global rail industry, effective January 1, 2014. He continued to work with Wabtec as a strategic advisor through December 2017. Mr. Garcia-Tunon was named Executive Vice President and Chief Financial Officer for Wabtec in February 2012. Prior to that, he was Executive Vice President, Chief Financial Officer and Secretary of Wabtec since December 2010. Prior thereto, he served as Senior Vice President, Chief Financial Officer and Secretary of Wabtec since 2003. Mr. Garcia-Tunon is currently the Chairman of the Board of Directors at Matthews, and he previously served as a director of Allison Transmission Holdings, Inc. (NYSE: ALSN), a global provider of commercial duty automatic transmissions and hybrid propulsion system, from January 2016 until his retirement from its board of directors in August 2022. Mr. Garcia-Tunon graduated from the College of William and Mary with a Juris Doctor degree and is a graduate of the University of Virginia with a Bachelor of Science degree in Commerce and Accounting. The Board believes that Mr. Garcia-Tunon is well-qualified to serve on the Company’s Board of Directors due to his having served as the Chief Financial Officer of a public company with global operations, he has leadership skills in international business, corporate governance and risk management. As a Certified Public Accountant, he also provides the Board with strong financial and accounting skills. Aleta W. Richards, age 58, is the Executive Vice President of Specialty Films for Covestro Deutschland AG located in Dormagen, Germany since July 2021. In this position, she leads the specialty films business globally, directing all business functions and has responsibility for the full income statement of the business unit. Prior to this Dr. Richards was Senior Vice President sales and marketing – North America from February 2018 to June 2021; Coatings, Adhesives and Specialties, Vice President Regional Product Management for APAC, polycarbonates (located in Shanghai, China) and Vice President Regional Product Management for NAFTA, polycarbonates from July 2014 to January 2018. She also held a number of executive positions with Bayer Corporation including; Vice President of Human Resources and Services, Vice President of Global Key Accounts and Strategic Marketing for Coatings as well as a number of key management and professional positions. She currently serves as a director on the board of Crime Science Technology, a European company that develops and markets security features for identity documents and banknotes, as well as designs processes that assist in the identification of criminals. Dr. Richards has a Bachelor of Science degree in Business (Communications and Human Resources) from the University of Pittsburgh, a Masters in Business Administration from the Katz School University of Pittsburgh in Marketing and International Business and a Doctor of Business Administration from the Ross School of Business, Georgia State University. The Board believes that Dr. Richards is well-qualified to serve on the Company’s Board of Directors with her strong background and expertise in international business, marketing, sales, strategy as well as human resources and people management. David A. Schawk, age 68, has served on the Board of Directors of the Company since the Company's acquisition of Schawk Inc. (“Schawk”) on July 29, 2014. Effective November 1, 2019, Mr. Schawk retired from his role as Group President, SGK Brand Solutions and as an officer of the Company, which he held from July 2014. Mr. Schawk previously served as Schawk’s Chief Executive Officer since 1992, and Chief Executive Officer and President for more than five years prior thereto. He also served on the Schawk board of directors since 1992. Mr. Schawk is a member of the Finance and M&A Review Committees. Mr. Schawk received a Bachelor of Arts degree in International Business Relations from DePaul University. The Board believes that Mr. Schawk is well-qualified to serve on the Company’s Board of Directors based on his experience as a Chief Executive Officer and director of a multinational brand development and brand management company.

  16. Continuing Directors

    Jerry R. Whitaker, age 73, has served on the Board of Directors of the Company since July 2011. Mr. Whitaker was President of Electrical Sector-Americas, Eaton Corporation, a global manufacturer of highly engineered products, until his retirement in June 2011. Prior thereto, he served in various management positions at Eaton Corporation since 1994. Prior to joining Eaton Corporation, Mr. Whitaker spent 22 years with Westinghouse Electric Corporation. Mr. Whitaker is the Chairperson of the Governance and Sustainability Committee and a member of the Audit and Executive Committees of the Company. Mr. Whitaker received a Bachelor of Science degree from Syracuse University and a Masters in Business Administration from George Washington University. He currently serves as a director on the board of The Milliken Company, a privately-held diversified industrial company, where he is a member of the compensation committee and serves as chairperson of the audit committee. Mr. Whitaker also serves on the advisory board of the School of Engineering at Syracuse University. The Board believes that Mr. Whitaker is well-qualified to serve on the Company’s Board of Directors due to his experience and knowledge as an executive in global manufacturing industries and acquisition integration. The term for each of the Board’s nominees and the continuing directors is listed below:

  17. Continuing Directors

    | Nominees: | Term to expire at Annual Meeting of Shareholders in: | | Joseph C. Bartolacci | 2027 | | Katherine E. Dietze | 2027 | | Lillian D. Etzkorn | 2027 | | Morgan K. O’Brien | 2027 | | Continuing Directors: | | | Terry L. Dunlap | 2025 | | Alvaro Garcia-Tunon | 2025 | | Jerry R. Whitaker | 2025 | | Gregory S. Babe | 2026 | | Aleta W. Richards | 2026 | | David A. Schawk | 2026 |

  18. Executive Summary

    Continuous improvement in operating results and the creation of shareholder value are key elements of the compensation philosophy of Matthews. This philosophy serves as the framework for the Company’s executive compensation program. Our program is designed to provide incentive arrangements that reward executives for improvement in the Company’s operating results and appreciation in our stock value. To underscore the importance of “pay-for-performance” in our compensation philosophy and our Company’s culture, our Compensation Committee (referred to throughout this section as the "Committee") has developed incentive arrangements based on rigorous performance standards. Our annual incentive compensation plan rewards executives for the attainment of adjusted earnings before interest, income taxes, depreciation and amortization ("EBITDA"), economic value added, and adjusted operating cash flow targets. Adjusted net income is utilized instead of adjusted EBITDA for Corporate participants. For purposes of our annual incentive plan, “economic value added” is the measure of adjusted EBITDA (or adjusted net income for Corporate participants) compared to the cost of the capital utilized to generate this income. Adjusted operating cash flow is defined as adjusted EBITDA less capital expenditures plus/minus changes in working capital of the Company's business units. Our long-term incentive plan awards in fiscal 2023 rewards participants for the achievement of earnings per share targets and return on invested capital value (“ROIC”). The principal objectives of the Company’s executive compensation program for the Company’s named executive officers (“NEOs”) and other executive officers, are to: •Attract, retain and motivate highly qualified executives; •Reward continuous improvement in operating results and the creation of shareholder value; and •Align the interests of the Company’s executives with our shareholders. The Company seeks to accomplish these objectives by maintaining a compensation philosophy that emphasizes rigorous performance-based programs. The foundation of our philosophy is to: •Emphasize rigorous performance-based compensation elements in our pay mix while providing total compensation opportunities commensurate with market levels; •Provide retirement and health benefits that are competitive with market levels; and •De-emphasize the use of perquisites, except for business purposes. Our compensation philosophy targets the market median for all elements of compensation.

  19. Executive Summary

    | Compensation Element | Form and Key Characteristics | Description and Performance Metrics | | Base Salary | - Fixed cash component - Reviewed annually and adjusted as appropriate | - Positioned competitively to attract and retain executive talent - Considers scope and complexity of the role as well as individual performance and experience | | Annual Incentive Compensation | - Variable cash compensation component - Performance-based opportunity | Executives other than SGK Brand Solutions: - 40% weighting assigned to adjusted net income (corporate executives) or adjusted EBITDA (business unit executives) - 40% weighting assigned to economic value added (defined above) - 20% weighting assigned to adjusted operating cash flow SGK Brand Solutions executives: 80% weighting assigned to adjusted EBITDA and 20% weighting assigned to adjusted operating cash flow | | Long-Term Incentive Compensation | - Variable equity-based compensation component - 60% performance units - 40% time-based units | - Performance units earned at the end of the three-year performance period: - Upon the attainment of pre-established adjusted earnings per share - Upon the attainment of ROIC Goals - Time-based units vest 100% on the third anniversary of the grant | | Change in Control Severance Policy | - Compensation and benefit continuation in the event of involuntary or good reason termination and a change in control of the Company (“double trigger”) | - Cash severance equal to two times the annual base salary and target bonus - Acceleration of unvested or unearned equity awards - Health care benefit continuation over the severance period (two years) |

  20. Executive Summary

    | ✗ | Enter into individual employment contracts with our executives, except in an instance where an agreement is assumed, or is necessary, as part of an acquisition | | ✗ | Allow hedging or pledging of the Company's securities | | ✗ | Provide excise tax gross-ups related to change in control terminations | | ✗ | Allow repricing or exchanging of stock options or other equity awards without shareholder approval | | ✗ | Provide excessive perquisites and tax gross-up perquisites |

  21. Pay-for-Performance Alignment

    Pay-for-Performance Alignment The Compensation Committee believes there are different ways of assessing whether compensation paid to executives aligns with the performance of the Company. For the Compensation Committee’s consideration in understanding the Company’s pay-for-performance alignment, the Compensation Committee’s compensation consultant examined the relationship of the Company's CEO’s realizable compensation and the Company’s performance relative to the CEO compensation and performance of the Peer Group. Performance was defined as the relative ranking of the following four performance metrics: •Net sales growth; •Return on invested capital; •Growth in earnings before interest, taxes, depreciation and amortization (EBITDA); and •Total shareholder return (stock price appreciation plus dividends). The consultant evaluated each performance metric independently relative to the Peer Group for the three-year period 2020 through 2022, and the five-year period 2018 through 2022. The relative ranking of each performance metric was averaged to form a composite ranking. The Company’s relative composite performance ranking was aligned with the Peer Group as follows: •2020 through 2022: 37th percentile •2018 through 2022: 25th percentile For the three-year period 2020 through 2022, the CEO’s three-year realizable compensation relative to the Peer Group ranked at the 54th percentile while the Company’s performance composite ranked at the 37th percentile of the Peer Group. Realizable compensation includes base salary, actual bonuses paid, the intrinsic value of equity awards at the fiscal year-end 2022 stock price and performance shares earned or expected to be earned. For the five-year period 2018 through 2022, the CEO’s five-year realizable compensation relative to Peer Group ranked at the 33rd percentile while the Company’s performance composite ranked at the 25th percentile of the Peer Group. The Compensation Committee evaluated this information and concluded that the Company’s relative performance was aligned with the relative realizable value of compensation paid to the CEO on a three-year and five-year basis. As further emphasis on the Compensation Committee’s philosophy to align long-term incentive compensation with the Company’s performance, below is a table which reflects, as of November 30, 2023, the actual realized portion of the performance-based long-term incentive compensation awards that were granted over the past five fiscal years for the Company's CEO:

  22. Pay-for-Performance Alignment

    (1) The forfeited share value represents the number of shares/RSUs forfeited multiplied by the grant date stock price. The fiscal 2019 EPS RSUs were forfeited in November 2021. The fiscal 2020 EPS RSUs and fiscal 2018 stock price shares ($641,813) were forfeited in November 2022. The unvested restricted shares/RSUs awarded in fiscal 2019 and fiscal 2020 subject to the non-GAAP EPS performance measure and the unvested restricted shares awarded in fiscal 2018 subject to the stock price performance measure expired and, accordingly, were forfeited.

  23. Annual Incentive Compensation

    Annual Incentive Compensation The Company’s 2015 Incentive Compensation Plan (the “2015 Incentive Plan”) covers the annual incentive compensation to be paid to key managers of the Company, including the NEOs. The 2015 Incentive Plan provides an incentive arrangement based on the achievement of annual goals reflective of the Company’s business plan. The objective of the program is to promote the Company’s goal of increasing shareholder value. The Company believes that three of the key elements in the creation of shareholder value are: •growth in adjusted EBITDA; •improvement in adjusted EBITDA greater than the cost of the capital utilized to generate this adjusted EBITDA (referred to as “economic value added”); and •strong operating cash flow generation. Accordingly, the annual incentive plan for fiscal 2023 was designed to motivate management to achieve levels of adjusted EBITDA, economic value added, and adjusted operating cash flow reflective of the Company’s business plan. Designated managers within each of the Company’s business segments participate in the incentive program for their respective business unit. For fiscal 2023, incentive compensation for these participants (except the SGK Brand Solutions segment) was calculated based on the achievement of adjusted EBITDA, economic value added, and adjusted operating cash flow targets established for their individual business unit. Economic value added for business units is defined as the unit’s adjusted EBITDA less its cost of capital (cost of capital is determined based on a pre-tax rate of 12% multiplied by net controllable assets, which is estimated to exceed the Company's weighted average pre-tax cost of capital). Adjusted operating cash flow for business units for the purposes of incentive compensation is defined as adjusted EBITDA less capital expenditures plus/minus changes in working capital. Incentive compensation for SGK Brand Solutions participants was calculated based on the achievement of adjusted EBITDA and adjusted operating cash flow targets for this business unit. Incentive compensation for corporate executives was calculated based on the achievement of pre-established targets for adjusted net income, economic value added, and adjusted operating cash flow performance of the Company on a consolidated basis. Corporate economic value added is defined as the Company’s adjusted net income less its after-tax cost of capital (with cost of capital based on an after-tax rate of 8%, which is estimated to approximate the Company’s weighted average after-tax cost of capital). Adjusted EBITDA (adjusted net income for Corporate participants), economic value added, and adjusted operating cash flow targets are established at the beginning of the fiscal year by the Committee. In determining these targets for fiscal 2023, the Committee considered the long-term growth objectives of the Company; fiscal 2023 operating budgets approved by the Company’s Board of Directors; and current economic, industry and competitive market conditions. Fiscal 2023 performance targets established for the respective business units of the NEOs were as follows:

  24. Annual Incentive Compensation

    | (Amounts in thousands) | Adjusted Net Income/EBITDA | Economic Value Added | Operating Cash Flow | | Corporate | $82,600 | $43,400 | $150,000 | | Memorialization (excl. Environmental Solutions) | 140,696 | 65,708 | 110,944 | | SGK Brand Solutions (excl. Saueressig packaging) | 64,746 | n/a | 59,356 |

  25. Annual Incentive Compensation

    Corporate amounts (Mr. Bartolacci, Mr. Nicola and Mr. Walters are participants) were based on consolidated adjusted net income, economic value added, and adjusted operating cash flow of the Company. The adjusted net income target for fiscal 2023 was based on a consolidated adjusted EBITDA target of $218.5 million, which represented an increase of $8.1 million over the fiscal 2022 actual adjusted EBITDA of $210.4 million. Memorialization amounts (Mr. Gackenbach) were based on the adjusted EBITDA, economic value added and adjusted operating cash flow of this segment excluding the Environmental Solutions business. SGK Brand Solutions amounts (Mr. Kohl) were based on the adjusted EBITDA and adjusted operating cash flow of this segment excluding the Saueressig packaging business. The attainment of target performance levels results in an earned incentive equivalent to the participant’s target incentive amount (discussed below). No incentive amounts are earned for operating results that do not achieve the defined minimum performance levels. Incentive amounts cannot exceed the defined maximum percentage of the participant’s target incentive amount. Earned incentive percentages are interpolated within the ranges. For the NEOs for fiscal 2023 (except for Mr. Kohl), 40% of the participant’s target annual incentive compensation opportunity was based on the achievement of adjusted EBITDA targets (adjusted net income for Corporate participants), 40% was based on the achievement of economic value added targets, and the remaining 20% was based on the achievement of adjusted operating cash flow targets. For Mr. Kohl for fiscal 2023, 80% of his target annual incentive compensation opportunity was based on the achievement of adjusted EBITDA targets and the remaining 20% was based on the achievement of adjusted operating cash flow targets. To better align business unit performance with the Company’s consolidated objectives, 25% of the annual incentive compensation opportunities for Mr. Gackenbach and Mr. Kohl were based on the achievement of the Company’s consolidated results. The target incentive amount is expressed as a percentage of the participant’s base salary and based upon the executive’s position and the industry recommended percentage target for the position as provided to the Company by Pay Governance, LLC. Target, minimum and maximum incentive award opportunities for the CEO and other NEOs are included in the table below.

  26. Annual Incentive Compensation

    | Named Executive Officer | Target Incentive Award as a Percent of Base Salary | Minimum Incentive Award as a Percent of Base Salary | Maximum Incentive Award as a Percent of Base Salary | | J.C. Bartolacci | 100% | 50% | 200% | | Mr. Gackenbach | 60% | 30% | 120% | | Mr. Kohl | 55% | 27.5% | 110% | | Mr. Nicola | 70% | 35% | 140% | | Mr. Walters | 60% | 30% | 120% |

  27. Annual Incentive Compensation

    Actual results for fiscal 2023 compared to target levels were as follows. Adjusted EBITDA and adjusted net income amounts reflected the following adjustments as pre-approved by the Committee: acquisition-related costs, restructuring costs, ERP implementation costs, intangible amortization expense, and certain other non-GAAP adjustments as presented in the Company’s quarterly and annual earnings reports. Corporate

  28. Annual Incentive Compensation

    | | Actual | Target | Relative Incentive % | Allocation | Incentive Earned | | Adjusted net income | $90,077 | $82,600 | 145% | 40% | 58% | | Economic value added | 49,253 | 43,400 | 127% | 40% | 51% | | Operating cash flow | 124,551 | 150,000 | 15% | 20% | 3% | | Total | | | | | 112% |

  29. Annual Incentive Compensation

    Memorialization (excluding Environmental Solutions)

  30. Annual Incentive Compensation

    | | Actual | Target | Relative Incentive % | Allocation | Incentive Earned | | Adjusted EBITDA | $161,585 | $140,696 | 174% | 40% | 70% | | Economic value added | 86,130 | 65,708 | 162% | 40% | 65% | | Operating cash flow | 128,334 | 110,944 | 178% | 20% | 35% | | Total | | | | | 170% |

  31. Annual Incentive Compensation

    SGK Brand Solutions (excluding Saueressig)

  32. Annual Incentive Compensation

    | | Actual | Target | Relative Incentive % | Allocation | Incentive Earned | | Adjusted EBITDA | $56,929 | $64,746 | 40% | 80% | 32% | | Operating cash flow | 70,083 | 59,356 | 190% | 20% | 38% | | Total | | | | | 70% |

  33. Annual Incentive Compensation

    Based on actual results, the calculations of the earned incentive amounts were as follows:

  34. Annual Incentive Compensation

    | Named Executive Officer | Base Salary | Target Incentive | Target Incentive Amount | Earned Incentive | Earned Incentive Amount | | J.C. Bartolacci | $1,045,730 | 100% | $1,045,730 | 112% | $1,170,486 | | Mr. Gackenbach | 509,620 | 60% | 305,772 | 170% | 475,950 | | Mr. Kohl | 493,700 | 55% | 271,535 | 70% | 218,090 | | Mr. Nicola | 640,660 | 70% | 448,462 | 112% | 501,964 | | Mr. Walters | 450,200 | 60% | 270,120 | 112% | 302,345 |

  35. Annual Incentive Compensation

    Note: 25% of the target incentive amounts for Mr. Gackenbach and Mr. Kohl were based on the achievement of the Corporate results. Incentive amounts are subject to reduction at the discretion of the Compensation Committee based on the performance of the NEO relative to pre-established, quantifiable personal goals. Each incentive compensation plan participant develops personal goals, which are subject to review and approval by the business unit President or CEO, as appropriate. The personal goals of the CEO are reviewed and approved by the Compensation Committee. The Compensation Committee may use discretion to decrease calculated awards based on the participant’s performance relative to the quantifiable individual goals. No such adjustments were made in fiscal 2023.

  36. Long-Term Incentive Compensation

    Long-Term Incentive Compensation Long-term incentive compensation for fiscal 2023 was provided to key managers and executives under the Equity Plan. The Equity Plan is an equity compensation plan designed to directly align the interests of employees with the Company’s shareholders. The plan is intended to encourage eligible employees to increase their efforts to make the Company more successful, to provide an additional inducement for such employees to remain with the Company, to reward such employees by providing an opportunity to acquire shares of the Company’s common stock on favorable terms and to provide a means through which the Company may attract able persons to enter the employ of the Company. The eligible employees are those employees of the Company or any subsidiary who share responsibility for the management, growth or protection of the business of the Company. Under the Equity Plan, equity grants can be made in the form of: •Stock options; •Restricted share awards; •Restricted share units (including performance-based share units); •Stock appreciation rights; and •Other stock-based awards. Beginning in November 2018 (fiscal 2019), the awards were issued in the form of restricted share units with time and performance vesting provisions. The Compensation Committee believes that the use of stock-based compensation provides a strong link in aligning the interests of management with the Company’s shareholders by incentivizing shareholder value creation. In keeping with the Compensation Committee’s philosophy of providing performance-based incentives, the restricted share units awarded in November 2022 generally contained performance-vesting provisions for 60% of the units granted. Further, in order to enhance the Company’s retention objectives, the remaining 40% of the units granted contain a time-vesting feature in which such units vest three years from the grant date subject to continued employment of the executive by the Company. For the November 2022 grant, the Company established the following two criteria for the performance-vesting units, to be measured three years following the grant of the award: •One-half (50%) of the performance-vesting units (i.e., 30% of the overall award) are based upon the attainment of adjusted earnings per share targets of $3.43, $3.15, and $3.83, respectively, to earn 100%, 50% and 200% of the award; and •One-half (50%) of the performance-vesting units (i.e., 30% of the overall award) are based upon the attainment of return on invested capital of 12%, 10%, and 14%, respectively, to earn 100%, 50% and 200% of the award. For this measurement, return on invested capital is determined based on consolidated adjusted EBITDA divided by average invested capital (net debt plus shareholders' equity) of the Company. The Committee established the minimum threshold ROIC goal of 10% to exceed the Company’s estimated cost of capital. For the November 2023 grant, the Company established the following two criteria for the performance-vesting units, to be measured three years following the grant of the award: •One-half (50%) of the performance-vesting units (i.e., 30% of the overall award) are based upon the attainment of growth in the Company’s stock price of 30%, 15%, and 50%, respectively, to earn 100%, 50% and 200% of the award; and •One-half (50%) of the performance-vesting units (i.e., 30% of the overall award) are based upon the attainment of return on invested capital of 14%, 12%, and 16%, respectively, to earn 100%, 50% and 200% of the award. For the November 2023 grant, the Committee raised the minimum threshold ROIC goal to 12% to reflect an increase in the Company’s estimated cost of capital due to the recent higher interest rate levels. Every year, the Compensation Committee determines individual grant levels through consultation with the independent compensation advisor. The Compensation Committee is provided grant guidelines by Pay Governance, LLC, which provide recommended grant award ranges based on current market thresholds. For the November 2022 awards, the target level of grants represented the market median (50th percentile). The relative recommended grant ranges have been developed such that the minimum of the range is set at 20% below the market median and the maximum of the range is set at 20% above the market median. Grant recommendations are developed using a valuation model consistent with accounting policies for stock-based compensation and is based on the fair market value of the Company’s common stock on the dates of grant. Grants to executive officers are generally made only once a year in the Company’s first fiscal quarter (usually at the November meeting of the Compensation Committee), except for new hires and promotions. The Company does not time the release of material non-public information around the granting of equity compensation awards. The minimum vesting period, in general, for all restricted share units (time and performance-based) is three years. Restricted share units may also vest under certain change-in-control circumstances, subject to double-trigger change-in-control provisions which require a change in control and involuntary or good reason employment termination (see “Employment and Severance Agreements” below). The minimum holding periods for vested restricted share awards are governed by the Company’s stock ownership guidelines, which provides that at least 50% of the after-tax shares realized upon vesting of restricted stock must be retained until the ownership guideline is met. Dividends are not paid on unvested restricted shares. Dividends associated with unvested restricted shares only become payable if and upon the vesting of the restricted shares. Accordingly, dividends will not be paid if the restricted shares do not become vested and are instead forfeited.

  37. Employment and Severance Agreements

    Employment and Severance Agreements None of the NEOs have employment or severance agreements. The Company’s executive management, including the NEOs, are parties to change-in-control agreements with the Company. These agreements provide certain benefits upon a change in control of the Company provided that, upon a change-in-control, the executive’s employment is terminated involuntarily or for good reason (“double-trigger”). Upon such double-trigger, the executive (including the CEO) is generally entitled to two times his or her base salary and target bonus, and accelerated vesting of awards under the long-term incentive plan. See "Potential Payments upon Termination or Change in Control - Restricted Stock".

  38. Summary Compensation Table

    Summary Compensation Table

  39. Summary Compensation Table

    | Name and Principal Position | Year (1) | Salary | Bonus | Stock Awards (2) | Non-Equity Incentive Plan Compensation (3) | Change in Pension Value and Non-qualified Deferred Plan Compensation (4) | All Other Compensation (5) | Total | | Joseph C. Bartolacci Director, President and Chief Executive Officer | 2023 | $1,037,838 | $— | $4,152,750 | $1,170,486 | $76,768 | $36,122 | $6,473,964 | | | 2022 | 1,006,975 | — | 3,819,500 | 1,161,820 | — | 62,076 | 6,050,371 | | | 2021 | 943,592 | — | 3,639,530 | 1,815,715 | 284,123 | 49,344 | 6,732,304 | | Steven D. Gackenbach Group President, Memorialization | 2023 | 503,428 | — | 636,755 | 475,950 | 25,555 | 37,780 | 1,679,468 | | | 2022 | 469,615 | — | 1,111,475 | 382,989 | — | 39,254 | 2,003,333 | | | 2021 | 437,712 | — | 577,490 | 478,803 | 49,290 | 31,231 | 1,574,526 | | Gary R. Kohl President, SGK Brand Solutions | 2023 | 487,385 | — | 512,173 | 218,090 | 16,049 | 29,765 | 1,263,462 | | | 2022 | 455,365 | — | 1,119,114 | 120,393 | — | 22,370 | 1,717,242 | | | 2021 | 443,212 | — | 797,742 | 294,845 | — | 22,628 | 1,558,427 | | Steven F. Nicola Chief Financial Officer and Secretary | 2023 | 632,852 | — | 1,052,030 | 501,964 | 30,571 | 54,020 | 2,271,437 | | | 2022 | 597,212 | — | 1,680,580 | 482,358 | — | 42,800 | 2,802,950 | | | 2021 | 559,539 | — | 1,017,994 | 753,677 | 179,650 | 34,652 | 2,545,512 | | Brian D. Walters Executive Vice President and General Counsel | 2023 | 444,681 | — | 553,700 | 302,345 | 17,248 | 26,261 | 1,344,235 | | | 2022 | 426,173 | — | 1,073,280 | 270,431 | — | 30,671 | 1,800,555 | | | 2021 | 399,346 | — | 577,490 | 422,703 | — | 19,323 | 1,418,862 |

  40. Summary Compensation Table

    (1) For the fiscal years ended September 30, 2023, 2022 and 2021. (2) Amounts in this column reflect the grant date fair value of awards of restricted shares/units of Common Stock granted during fiscal 2023, 2022 and 2021 computed in accordance with Financial Accounting Standards Board ASC Topic 718; however, the estimate of forfeiture related to service-based vesting conditions is disregarded for purposes of this valuation. For details of individual grants of restricted share units during fiscal 2023, see the Grants of Plan-Based Awards table below. Performance-based shares that were forfeited in fiscal 2023 were as follows: 11,250 for Mr. Bartolacci, 1,700 for Mr. Gackenbach, 600 for Mr. Kohl, 3,100 for Mr. Nicola and 1,600 for Mr. Walters. Performance-based shares that were forfeited in fiscal 2022 were as follows: 11,833 for Mr. Bartolacci, 1,850 for Mr. Gackenbach, 505 for Mr. Kohl, 3,100 for Mr. Nicola and 1,500 for Mr. Walters. Performance-based shares that were forfeited in fiscal 2021 were as follows: 11,250 for Mr. Bartolacci, 1,700 for Mr. Gackenbach, 600 for Mr. Kohl, 3,100 for Mr. Nicola and 1,600 for Mr. Walters. The assumptions on which this valuation is based are set forth in Note 13 to the audited financial statements included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on November 17, 2023. (3) The amounts shown in this column reflect amounts earned under the 2015 Incentive Plan in fiscal 2023, 2022 and 2021. For a full explanation of the operation of the Incentive Compensation Plan, refer to the narrative disclosure above and the Annual Incentive Compensation section of the Compensation Discussion and Analysis beginning on page 35 of this Proxy Statement. (4) The amount shown in this column for the year ended September 30, 2023 for each of the named executive officers are discretionary contributions, if any, to a non-qualified deferred compensation plan. The amount shown in this column for the year ended September 30, 2021 for each of the named executive officers is the increase, if any, in the actuarial present value of the accumulated benefits under all defined benefit plans. For additional information regarding retirement benefits, see the “Retirement Benefits” section below. (5) Amounts for fiscal 2023 represent one or more of the following: premiums for officer’s life insurance, incremental premiums for long-term disability insurance, matching contributions to the Company’s 401(k) Plan, financial services and educational assistance. The fiscal 2023 amounts for Mr. Bartolacci include matching contributions to the Company’s 401(k) Plan of $15,130. The fiscal 2023 amounts for Mr. Gackenbach include matching contributions to the Company’s 401(k) Plan of $11,608 and financial services of $11,429. The fiscal 2023 amounts for Mr. Kohl include matching contributions to the Company’s 401(k) Plan of $8,976 and financial services of $13,658. The fiscal 2023 amounts for Mr. Nicola include matching contributions to the Company’s 401(k) Plan of $22,578 and financial services of $14,495. The fiscal 2023 amounts for Mr. Walters include matching contributions to the Company’s 401(k) Plan of $13,888. The following table provides information on grants of plan-based awards held by the named executive officers during fiscal 2023.

  41. Grants of Plan-Based Awards Table

    Grants of Plan-Based Awards Table

  42. Grants of Plan-Based Awards Table

    | Name | Grant Date (1) | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) (4) | Grant Date Fair Value of Stock Awards ($) | | | | Threshold ($) | Target ($) (2) | Maximum ($) | Threshold (#) | Target (# ) (3) | Maximum (#) | | | | J.C. Bartolacci | 11/14/22 | | | | | 45,000 | | | $1,245,825(5) | | | 11/14/22 | | | | | 45,000 | | | 1,245,825(5) | | | 11/14/22 | | | | | | | 60,000 | 1,661,100(6) | | | 11/14/22 | $522,865 | $1,045,730 | $2,091,460 | | | | | | | S.D. Gackenbach | 11/14/22 | | | | | 6,900 | | | 191,027(5) | | | 11/14/22 | | | | | 6,900 | | | 191,027(5) | | | 11/14/22 | | | | | | | 9,200 | 254,702(6) | | | 11/14/22 | 152,886 | 305,772 | 611,544 | | | | | | | G.R. Kohl | 11/14/22 | | | | | 5,550 | | | 153,652(5) | | | 11/14/22 | | | | | 5,550 | | | 153,652(5) | | | 11/14/22 | | | | | | | 7,400 | 204,869(6) | | | 11/14/22 | 135,768 | 271,535 | 543,070 | | | | | | | S.F. Nicola | 11/14/22 | | | | | 11,400 | | | 315,609(5) | | | 11/14/22 | | | | | 11,400 | | | 315,609(5) | | | 11/14/22 | | | | | | | 15,200 | 420,812(6) | | | 11/14/22 | 224,231 | 448,462 | 896,924 | | | | | | | B.D. Walters | 11/14/22 | | | | | 6,000 | | | 166,110(5) | | | 11/14/22 | | | | | 6,000 | | | 166,110(5) | | | 11/14/22 | | | | | | | 8,000 | 221,480(6) | | | 11/14/22 | 135,060 | 270,120 | 540,240 | | | | | |

  43. Grants of Plan-Based Awards Table

    (1)All grants were effective as of the date on which the Compensation Committee of the Board of Directors met to approve them. (2)Amounts represent target payouts under the Company’s 2015 Incentive Plan. The target represents the named executive officer’s annual salary multiplied by his respective target incentive award percentage. The target incentive award percentages, expressed as a percentage of annual base salary are 100% for Mr. Bartolacci, 70% for Mr. Nicola, 60% for Mr. Gackenbach and Mr. Walters and 55% for Mr. Kohl. For a full explanation refer to the Annual Incentive Compensation section of the Compensation Discussion and Analysis beginning on page 35 of this Proxy Statement. (3) Amounts represent the number of restricted share units granted pursuant to the Equity Plan that vest upon certain performance criteria. Performance-based restricted share units granted in November 2022 were awarded such that, in general, 30% of the grant vests at target based upon the Company achieving certain metrics based on Return on Invested Capital ("ROIC"); and 30% of the grant vests at target based upon the Company achieving certain metrics based on adjusted earnings per share. Vesting of all units are generally subject to continuing employment through November 14, 2025. Upon vesting, performance based units will be converted to Common Stock using a factor ranging from 50% to 200% based upon the level of achievement of the performance thresholds related to the above targets. Performance related units that do not achieve the ROIC or adjusted earnings per share thresholds by the end of the performance period will be forfeited. Performance related units may also be forfeited within specified time limits following voluntary employment termination (with consent of the Company), retirement or death. For a full explanation of the operation of the Equity Plan, refer to the Long-Term Incentive Compensation section of the Compensation Discussion and Analysis beginning on page 38 of this Proxy Statement. (4) Amounts represent the number of shares of restricted share units granted pursuant to the Equity Plan that fully vest on the third anniversary of the grant date. Upon vesting, time-based units will be converted to an equal number of shares of Common Stock. Restricted share units may also vest under certain change-in-control circumstances, subject to double-trigger change-in-control provisions which require a change in control and involuntary or good reason employment termination. The restricted share units are forfeited upon employment termination, except in the case of voluntary employment termination (with consent of the Company), retirement or death. For a full explanation of the operation of the Equity Plan, refer to the Long-Term Incentive Compensation section of the Compensation Discussion and Analysis beginning on page 38 of this Proxy Statement. (5) Values are calculated based on the grant date fair value of Common Stock and the expected probability that the shares will ultimately vest at target (see footnote 3 above). (6) Values are calculated based on the grant date fair value of Common Stock. The vesting period for retirement-eligible employees is accelerated. The following table sets forth information concerning the fiscal 2023 year-end value of unearned restricted shares/share units for each of the named executive officers.

  44. Outstanding Equity Awards at Fiscal Year-End Table

    Outstanding Equity Awards at Fiscal Year-End Table

  45. Outstanding Equity Awards at Fiscal Year-End Table

    | | Stock Awards | | | | | | No. of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) (4) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (4) | | J.C. Bartolacci | 67,750(1) | $2,636,153 | 67,750(5) | $2,636,153 | | | 40,000(2) | 1,556,400 | 60,000(6) | 2,334,600 | | | 60,000(3) | 2,334,600 | 90,000(7) | 3,501,900 | | S.D. Gackenbach | 10,750(1) | 418,283 | 10,750(5) | 418,283 | | | 18,900(2) | 735,399 | 10,200(6) | 396,882 | | | 9,200(3) | 357,972 | 13,800(7) | 536,958 | | G.R. Kohl | 14,850(1) | 577,814 | 14,850(5) | 577,814 | | | 19,100(2) | 743,181 | 10,200(6) | 396,882 | | | 7,400(3) | 287,934 | 11,100(7) | 431,901 | | S.F. Nicola | 18,950(1) | 737,345 | 18,950(5) | 737,345 | | | 26,900(2) | 1,046,679 | 17,100(6) | 665,361 | | | 15,200(3) | 591,432 | 22,800(7) | 887,148 | | B.D. Walters | 10,750(1) | 418,283 | 10,750(5) | 418,283 | | | 17,900(2) | 696,489 | 10,200(6) | 396,882 | | | 8,000(3) | 311,280 | 12,000(7) | 466,920 |

  46. Outstanding Equity Awards at Fiscal Year-End Table

    (1)Represents restricted share units that were fully vested on November 16, 2023 and converted to an equal number of shares of Common Stock. (2)Represents restricted share units that will be earned and fully vested on November 17, 2024. Upon vesting, these restricted share units will be converted to an equal number of shares of Common Stock. (3)Represents restricted share units that will be earned and fully vested on November 14, 2025. Upon vesting, these restricted share units will be converted to an equal number of shares of Common Stock. (4)Represents the value of all unvested restricted shares/share units as of September 30, 2023. The value is computed by multiplying all unvested restricted shares/share units by $38.91, the closing price of Common Stock on September 29, 2023. The value calculated for restricted share units is based on vesting at target for performance related shares (see footnotes 6 and 7 below). (5)Represents restricted share units that will be earned and vested as follows: one-half upon achieving certain metrics based on stock price appreciation and one-half upon achieving certain metrics based on ROIC. Upon vesting, these performance based units will be converted to Common Stock using a factor ranging from 50% to 200% based upon the level of achievement of the performance thresholds related to the above targets. On November 16, 2023, the stock price appreciation and ROIC portions vested and converted into shares of Common Stock at a rate of 200%. (6)Represents restricted share units that will be earned and vested as follows: one-half upon achieving certain metrics based on adjusted earnings per share and one-half upon achieving certain metrics based on ROIC. Upon vesting, these performance based units will be converted to Common Stock using a factor ranging from 50% to 200% based upon the level of achievement of the performance thresholds related to the above targets. (7)Represents restricted share units that will be earned and vested as follows: one-half upon achieving certain metrics based on adjusted earnings per share and one-half upon achieving certain metrics based on ROIC. Upon vesting, these performance based units will be converted to Common Stock using a factor ranging from 50% to 200% based upon the level of achievement of the performance thresholds related to the above targets. The following table provides information on the vesting of restricted shares for each of the named executive officers during fiscal 2023.

  47. Stock Vested

    Stock Vested

  48. Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting | Value Realized on Vesting ($) | | J.C. Bartolacci | 73,394 | $2,022,895 | | S.D. Gackenbach | 11,823 | 325,867 | | G.R. Kohl | 14,551 | 401,057 | | S.F. Nicola | 22,373 | 616,647 | | B.D. Walters | 11,823 | 325,867 |

  49. CEO Pay Ratio

    CEO Pay Ratio Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 requires most companies with publicly traded stock in the United States to identify the median total compensation of their worldwide employee population (other than the chief executive officer) and to compare that amount with the total compensation of their chief executive officer. Total compensation amounts are required to be calculated using the SEC’s compensation disclosure rules applicable to reporting compensation in the Summary Compensation Table of the proxy statement. Median employee compensation used to calculate the pay ratio is required to be the total compensation paid to an actual employee of the company. To identify our median employee, we reviewed the annual base salary of all our employees other than the CEO as of September 30, 2023. As permitted by SEC rules, we excluded from our review employees based in Brazil, China, Costa Rica, Indonesia, Ireland, Republic of Korea, Philippines, Russian Federation, and Thailand because those individuals, in the aggregate, make up less than 5% of our total employee base, representing approximately 536 employees. Contingent workers who provide services to Matthews International but whose compensation is determined by an unaffiliated third party were also excluded from our determination of the median employee. We used an annual base salary as our consistently applied compensation measure as it represents the primary compensation component paid to all of our employees. As a result, annual base salary provides a reasonable depiction of total earnings for the purpose of identifying our median employee. We then calculated the median employee’s total annual compensation in accordance with the requirements of the Summary Compensation Table. We did not use any material estimates, assumptions, adjustments or statistical sampling to determine the worldwide median employee. Our median employee’s 2023 compensation was $56,846. Our Chief Executive Officer’s total 2023 compensation was $6,473,964 as reported in the Summary Compensation Table on page 41. Accordingly, our 2023 CEO to Median Employee Pay Ratio was 114:1.

  50. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control The following discussion describes and quantifies the payments that would be made to each of the NEOs at, following, or in connection with a variety of circumstances, assuming that each had taken place on September 30, 2023: (1) the executive resigns voluntarily without the consent of the Company; (2) the executive resigns voluntarily with the consent of the Company; (3) the executive is involuntarily terminated without cause; (4) the executive is involuntarily terminated with cause; (5) the executive dies or becomes permanently disabled while employed; (6) the executive retires; or (7) a change in control of the Company takes place. The Company’s executive management, including the NEOs, are subject to change-in-control agreements. These agreements provide certain benefits upon a change-in-control of the Company provided that, upon a change-in-control, the executive’s employment is terminated involuntarily or for good reason (“double-trigger”). Upon such double-trigger, the executive (including the CEO) is generally entitled to two times his or her annual base salary and target bonus, and accelerated vesting of awards under the long-term incentive plan. The change-in-control agreements also provide that any payments or benefits are subject to customary confidentiality, non-solicitation and non-competition provisions and delivery to the Company of a general release of claims. Restricted Stock. Under the terms of the existing restricted stock and restricted share unit awards, in the event of voluntary termination of employment without the Company’s consent or any involuntary terminations, any unvested restricted shares/share units are forfeited at the time of termination. In the event of death or termination due to permanent disability, retirement or voluntary termination with the Company’s consent, unvested performance-based restricted shares continue to vest for a period of two years following termination and unvested performance-based restricted share units continue to vest over the term of the award, notwithstanding such death, termination due to permanent disability, retirement, or voluntary termination with the Company's consent. In the event of death or termination due to permanent disability, retirement or voluntary termination with the Company’s consent, unvested time-based restricted shares/share units become immediately vested. In the event of a change in control of the Company, all unvested time-based restricted shares/share units immediately vest in full. In addition, in the event of a change in control of the Company, all unvested performance-based restricted shares/share units immediately vest to the greater of (i) the amount that would have vested at target-level performance and (ii) the amount that would have vested assuming that applicable performance levels were extrapolated to the end of the applicable performance period. Notwithstanding the foregoing, time-based and performance-based restricted shares/share units held by the Company's executive management that are subject to change in control agreements will accelerate upon satisfaction of the double-trigger conditions. The following table provides information on the potential incremental value of executive benefits occurring at, following, or in connection with each of the events described below, assuming such event would have occurred as of September 30, 2023.

  51. Potential Payments upon Termination or Change in Control

    | Named Executive | Executive Benefit and Payment upon Separation | Voluntary Termination Without Consent | Voluntary Termination With Consent(1) (2) | Involuntary Termination Without Cause | Involuntary Termination With Cause | Death or Disability (1) (2) | Retirement (1) (2) | Change in Control (3) | | J.C. Bartolacci | Performance-based Restricted Shares/Share Units | $— | $— | $— | $— | $— | $— | $— | | | Time-based Restricted Shares/Share Units | — | 6,527,153 | — | — | 6,527,153 | 6,527,153 | — | | | Total | — | 6,527,153 | — | — | 6,527,153 | 6,527,153 | — | | S.D. Gackenbach | Performance-based Restricted Shares/Share Units | — | — | — | — | — | — | — | | | Time-based Restricted Shares/Share Units | — | 1,511,654 | — | — | 1,511,654 | 1,511,654 | — | | | Total | — | 1,511,654 | — | — | 1,511,654 | 1,511,654 | — | | G.R. Kohl | Performance-based Restricted Shares/Share Units | — | — | — | — | — | — | — | | | Time-based Restricted Shares/Share Units | — | 1,608,929 | — | — | — | — | — | | | Total | — | 1,608,929 | — | — | — | — | — | | S.F. Nicola | Performance-based Restricted Shares/Share Units | — | — | — | — | — | — | — | | | Time-based Restricted Shares/Share Units | — | 2,375,456 | — | — | 2,375,456 | 2,375,456 | — | | | Total | — | 2,375,456 | — | — | 2,375,456 | 2,375,456 | — | | B.D. Walters | Performance-based Restricted Shares/Share Units | — | — | — | — | — | — | — | | | Time-based Restricted Shares/Share Units | — | 1,426,052 | — | — | 1,426,052 | 1,426,052 | — | | | Total | — | 1,426,052 | — | — | 1,426,052 | 1,426,052 | — |

  52. Potential Payments upon Termination or Change in Control

    (1)The vesting of performance-based restricted share units is determined based on achievement of certain performance conditions described in the underlying award agreements. Such agreements provide that vesting will not occur unless and until the applicable performance conditions are satisfied. As such, there is no value attributed to performance-based restricted share units under this column. For a quantification of the performance-based restricted share units that vest at target level performance based on the closing price of the Company's common stock on September 30, 2023, and for a description of the performance conditions thereof, see the "Outstanding Equity Awards at Fiscal Year End Table" above. (2)The time-based restricted share unit value represents the value of unvested restricted share units as of September 30, 2023 that would vest upon termination as of September 30, 2023 (the “assumed time vested shares”). The value of the restricted share units is computed by multiplying the number of assumed time vested share units by $38.91, the closing price of Common Stock on the last trading day of fiscal 2023. (3)Time and performance restricted share units may vest under certain change-in-control circumstances, subject to double-trigger change-in-control provisions which require a change in control and involuntary or good reason employment termination. See “Potential Payments upon Termination or Change in Control - Restricted Stock” above. For a quantification of the time-based restricted share units and for the performance-based restricted share units that vest at target level performance based on the closing price of the Company's common stock on September 30, 2023, and for a description of the performance conditions thereof, see the "Outstanding Equity Awards at Fiscal Year End Table" above.

  53. Pay Versus Performance ("PVP")

    Pay Versus Performance ("PVP") As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between compensation actually paid to our NEOs and certain financial performance metrics of the Company using a methodology that has been prescribed by the SEC.

  54. Pay Versus Performance ("PVP")

    | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Fiscal Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(1)(2) | Average Summary Compensation Table Total for non-PEO NEOs(1) | Average Compensation Actually Paid to non-PEO NEOs(1)(2) | Total Shareholder Return | Peer Group Total Shareholder Returns(3) | Net Income (Loss) ($ millions) | Adjusted EPS(4) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | $6,473,964 | $12,912,659 | $1,639,651 | $3,093,694 | $188.13 | $138.24 | $37.8 | $2.88 | | 2022 | 6,050,371 | 2,137,083 | 2,487,573 | 1,569,045 | 105.71 | 113.15 | (99.8) | 2.88 | | 2021 | 6,732,304 | 10,230,853 | 1,892,820 | 2,697,931 | 159.12 | 137.26 | 2.9 | 3.28 |

  55. Pay Versus Performance ("PVP")

    (1) Mr. Bartolacci served as our principal executive officer ("PEO") for the full fiscal year in each of 2023, 2022, and 2021. Our non-PEO named executive officers (NEOs) included: (a) for fiscal year 2023, Messrs. Gackenbach, Kohl, Nicola, and Walters; (b) for fiscal year 2022, Messrs. Babe, Gackenbach, Nicola, and Walters; and (c) for fiscal year 2021, Messrs. Dunn, Gackenbach, Kohl, and Nicola. (2) The following amounts were deducted from / added to the Summary Compensation Table ("SCT") total compensation in accordance with the SEC-mandated adjustments to calculate Compensation Actually Paid ("CAP") to our principal executive officer ("PEO") and average CAP to our non-PEO named executive officers. The fair value of equity awards was determined using methodologies and assumptions developed in a manner substantively consistent with those used to determine the grant date fair value of such awards.