DEF 14A of Oil-Dri Corp of America, Oct 30, 2023

DEF 14A of Oil-Dri Corp of America

Filed Oct 30, 2023 · FY20230000074046-23-000070

Open on EDGAR

  1. Proposal 1 - Election of Directors

    Proposal 1 - Election of Directors Our Board of Directors currently consists of ten members, each of whose term of office expires at the 2023 Annual Meeting: Ellen-Blair Chube, Paul M. Hindsley, Daniel S. Jaffee, Michael A. Nemeroff, George C. Roeth, Amy L. Ryan, Patricia J. Schmeda, Allan H. Selig, Paul E. Suckow and Lawrence E. Washow. Mr. Suckow is not standing for re-election as a member of the Board of Directors at the 2023 Annual Meeting, and the size of our Board of Directors will be reduced from ten to nine members effective after the conclusion of the 2023 Annual Meeting, provided that our director nominees are elected by stockholders at the 2023 Annual Meeting. The Company proposes that the following nine individuals be elected to our Board of Directors. Each nominee currently serves as a director. If any nominee should be unable or unwilling to serve, which is not now contemplated, the proxy holders may, but will not be bound to, vote for a substitute nominee.

  2. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”

    THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF THE FOLLOWING NOMINEES AS DIRECTORS.

  3. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”

    | | Daniel S. Jaffee | Age 59 | Director since 1992 | | | Chairman of the Board of Directors and President and Chief Executive Officer of the Company | | | | | Mr. Jaffee graduated from Georgetown University in 1986. Mr. Jaffee joined the Company in 1987 after a year with the accounting firm now known as PricewaterhouseCoopers LLP. He was a product manager in the Industrial and Agricultural divisions of the Company until 1989. In 1990, he became Chief Financial Officer of the Company, a position he held until 1995. From 1990 to 1995, he also held group vice presidential positions in the areas of Canadian and domestic operations, finance, management, information systems and | | | | consumer products. He was Chief Operating Officer from 1995 to 1997. Mr. Jaffee became President in 1995, Chief Executive Officer in 1997 and Chairman of the Board of Directors in 2018. Mr. Jaffee received an M.B.A. from the Kellogg Graduate School of Management of Northwestern University in 2004. Mr. Jaffee’s civic activities include serving as a member of the Board of Directors of the Anti-Cruelty Society of Chicago and as a Trustee of the Chicago History Museum. Mr. Jaffee’s individual qualifications include extensive strategic Company and sorbent minerals industry experience gained through his long service to the Company in various operational, management and executive positions. His deep knowledge of the sorbent minerals industry is augmented by the special perspective he brings to the Board as a third-generation family stockholder. In addition, his previous experience on the Board of Directors of Elkay Manufacturing Company and his active involvement in the local community in advisory roles for several not-for-profit organizations add to his perspective on effective management and strategy for the long-term success of the Company. | | | |

  4. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”

    | | Lawrence E. Washow | Age 70 | Director since 2013 | | | Vice Chairman of the Board of the Company Board Member and Partner, Eudora Global, LLC Chairman, Aspire Brands, Inc. Board Member, Turn Technologies, Inc. | | | | | Mr. Washow received a bachelor’s degree from Miami University in Oxford, Ohio and earned a Master of Business Administration from the Kellogg Graduate School of Management of Northwestern University. Mr. Washow began his career at American Colloid Company (which subsequently became a subsidiary of AMCOL International | | | | Corporation (“AMCOL”), now Mineral Technologies Inc.) Mr. Washow became President and Chief Executive Officer of AMCOL in 2000 and served in these positions and as a director of AMCOL until 2010. He became Vice Chairman of the Oil-Dri Board of Directors in October 2020. He serves as a board member and partner of Eudora Global, LLC, chairman of the board of Aspire Brands, Inc., and a board member of Turn Technologies, Inc. In addition, he is a private investor and advisor for a number of early-stage companies. Mr. Washow’s individual qualifications include his extensive global experience in minerals, mining, manufacturing and distribution. Mr. Washow is an “audit committee financial expert” within the meaning of SEC rules and brings to the Board his strong business acumen and broad experience in management, operations, public company governance and compliance obtained through the leadership positions that he has held with public corporations, including president, chief executive officer and board member. | | | |

  5. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”

    | | George C. Roeth | Age 62 | Director since 2016 | | | Lead Director of the Board of the Company | | | | | Mr. Roeth received a Bachelor of Science in Business Administration from the University of California at Berkeley in 1983 and earned a Master of Business Administration from the Kellogg Graduate School of Management of Northwestern University in 1987. From 1987 to 2014, Mr. Roeth held various positions at The Clorox Company (“Clorox”). Most recently, from 2013 to 2014, he served as Chief Operating Officer of Lifestyle, Household and Global Operating Functions of Clorox. Previously, he served as Senior Vice President | | | | and General Manager, during which time he was also Chairman of the Board for the Clorox and Procter & Gamble Glad Products Joint Venture. Prior to that, Mr. Roeth served in several senior-level marketing and operations roles at Clorox, including Senior Vice President and General Manager, Vice President of Growth and Marketing, and Vice President of Brand Development, among others. In 2015, Mr. Roeth joined the Board of Directors of Central Garden & Pet Company (“Central Garden & Pet”) and served as President and Chief Executive Officer of Central Garden & Pet from June 2016 until his retirement on September 28, 2019. Mr. Roeth was appointed as Lead Director of the Oil-Dri Board of Directors in April 2019. He currently serves as a Trustee of the Committee for Economic Development as part of The Conference Board and also serves on the Executive Advisory Board for Gryphon Investors. Mr. Roeth’s individual qualifications include his proven track record of delivering profitable growth in challenging and highly competitive business environments and his success in simultaneously driving global sales, lowering costs and improving customer satisfaction during his tenure at Clorox and Central Garden & Pet. He also brings to the Board his extensive experience in, and his comprehensive understanding of, the consumer products industry. | | | |

  6. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”

    | | Ellen-Blair Chube | Age 42 | Director since 2018 | | | Managing Director & Client Service Officer, William Blair & Company | | | | | Ms. Chube graduated from Northwestern University in 2002 with a Bachelor of Arts in political science and earned a Juris Doctorate degree from Georgetown University in 2005. Ms. Chube began her career in public service working for Congressman Harold Ford Jr. as a senior advisor in the House of Representatives, as well as on the 2006 Senate campaign. Following her time with Congressman Ford, Ms. Chube became an associate in the government affairs practice of Brownstein Hyatt Farber Schreck, LLP. In 2009, Ms. Chube | | | | became the Staff Director for the Senate Banking Subcommittee on Security, International Trade and Finance. In this role, she was responsible for financial services and economic policy for former Senator Evan Bayh, including his legislative priorities in the Dodd-Frank financial regulatory reform bill enacted in July 2010. In 2011, Ms. Chube became the Vice President and Chief of Staff to John W. Rogers Jr., Chairman and CEO of Ariel Investments. After four years at Ariel Investments, Ms. Chube became the Managing Director and Client Service Officer at William Blair & Company. She also serves as a member of the Board of Trustees and the Nominating and Corporate Governance Committee and Audit Committee of Equity Commonwealth (NYSE: EQC). Ms. Chube’s civic activities include serving as a member of the Board of Directors of Uniting Voices Chicago and as a Trustee of the Museum of Contemporary Art in Chicago. Ms. Chube’s individual qualifications include her expertise and commitment to delivering exceptional client service worldwide as well as her wealth of business and financial services knowledge she has acquired throughout her time at William Blair, Ariel Investments and her notable public service career. In addition, Ms. Chube brings to the Board finance, regulatory, audit committee and human resources committee experience. | | | |

  7. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”

    | | Paul M. Hindsley | Age 64 | Director since 2019 | | | Senior Director, Investment Banking, William Blair & Company | | | | | Mr. Hindsley received a bachelor’s degree in Management Science from Duke University in 1981 and earned a Master of Management from the Kellogg Graduate School of Management of Northwestern University in 1986. He began his career at Harris Trust and Savings Bank and served as Vice President, Commercial Banking from 1981 to 1989. From 1989 to 1997, Mr. Hindsley was Director of Investment Banking at BMO Capital | | | | Markets. He joined William Blair & Company in 1997 and is currently Senior Director of Investment Banking, specializing in mergers and acquisitions and equity and debt financing transactions. Mr. Hindsley’s individual qualifications include his financial expertise and extensive experience in public and private mergers and acquisitions and equity and debt financing transactions, having closed over 300 transactions for a wide range of consumer and industrial focused clients. From his experience, he brings to the Board a strong financial perspective on the consumer products and packaging industries. In addition, Mr. Hindsley is an “audit committee financial expert” within the meaning of SEC rules. | | | |

  8. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”

    | | Michael A. Nemeroff | Age 60 | Director since 2006 | | | President and Chief Executive Officer, Vedder Price P.C. | | | | | Mr. Nemeroff received a bachelor’s degree from the State University of New York at Binghamton in 1985 and earned a J.D. from George Washington University in 1988. He joined the law firm of Vedder Price P.C. (“Vedder Price”) in 1988 and has been the Chairman of the firm’s Finance & Transaction Group and an equity shareholder since 1995. Since 1998, he has served on the firm’s Board of Directors. Since 2005, Mr. Nemeroff has served as President and CEO of Vedder Price and a member of the Executive Committee of the firm’s Board of Directors. Vedder Price regularly provides services to the Company. | | | | Mr. Nemeroff serves on the Executive Advisory Board of The Edgewater Funds, a Chicago based private equity firm. He also serves as an Executive Committee and Board of Directors member of Uniting Voices Chicago, a not-for-profit organization making a difference in the lives of children through musical excellence, and Board Chair of The Wallis Annenberg Center for the Performing Arts in Beverly Hills, CA. Mr. Nemeroff’s individual qualifications include his expertise as a corporate and transactional attorney advising clients on corporate governance, mergers and acquisitions and executive compensation as well as the financial underpinnings of these complex practice areas. In addition, Mr. Nemeroff brings to the Board risk management, finance and business operations experience gained in the various management positions he has held at Vedder Price, including the position of President and Chief Executive Officer of that international law firm. | | | |

  9. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”

    | | Amy L. Ryan | Age 43 | Director since 2021 | | | Founder and Chief Circular Economist, ESGStrategies | | | | | Ms. Amy Ryan graduated from the University at Albany in 2003 with a Bachelor of Science in Earth and Atmospheric Science and earned a Master’s degree in Business Management from Harvard University in 2020. Ms. Ryan began her 20-year career in Environmental, Social, and Governance (“ESG”) through risk management and environmental, health and safety (“EHS”) compliance roles. From 2004-2018, Ms. Ryan held various environmental management positions within large consulting firms, such | | | | as ERM and WSP (formerly The Louis Berger Group), in addition to Corporate EHS and operational excellence roles at Aramark Corporation. For over a decade, Ms. Ryan led industry agnostic operational risk assessments and audits gaining valuable hands-on experience as well as operational insight within a diverse range of industries, including mining & extractives, industrial manufacturing, and government. She is a Certified Environmental Auditor and Registered Environmental Manager, and from 2018-2020, she supported facilities compliance roles within the pharmaceutical and research industries. Ms. Ryan currently is the Founder and Chief Circular Economist of ESGStrategies, a business consultancy dedicated to the creation of business growth strategies and development of operational frameworks to implementing ESG solutions from within. Ms. Ryan is also an adjunct professor at the University of Albany’s School of Business. Ms. Ryan serves as Vice-Chairwoman of the EU’s Circular Economy Alliance Strategic Foresight Board, and as a Director on several executive boards including Harvard Alumni Association Disaster and Preparedness Response Teams, LifeWorks Community Action of Saratoga County, and Capital District YMCA’s Camp Chingachgook in New York. She is also a guest lecturer at Harvard University, Hult International Business Schools, and the International Business School of Americas. Ms. Ryan brings to the Board strong qualifications on circular economics and ESG principles. In addition, Ms. Ryan has significant experience in corporate risk management, compliance assessment, and strategic solution development for corporations, government, and academic institutions. | | | |

  10. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”

    | | Patricia J. Schmeda | Age 57 | Director since 2023 | | | Global Chief Information Officer, Wahl Clipper Corporation | | | | | Ms. Schmeda graduated from University of Illinois Chicago with a Bachelor of Arts in Economics in 1990 and earned a Master of Business Administration in Operations and Logistics from Benedictine University in Lisle, Illinois in 2006. In 1991, Ms. Schmeda began her career in Information Technology and held many roles of increasing responsibility within the discipline at both Stenograph L.L.C. and TCF Bank. In 1999, Ms. | | | | Schmeda joined A. M. Castle & Co where she assumed many leadership positions over an 11-year period, culminating in Vice President of Information Technology & Chief Information Officer. From 2010-2022, Ms. Schmeda was Chief Information Officer & Vice President of Information Technology at Elkay Manufacturing Company. Ms. Schmeda currently serves as Global Chief Information Officer at Wahl Clipper Corporation where she leads all strategies and efforts related to information technology focused on enterprise solutions, business intelligence, and cybersecurity framework. Ms. Schmeda is a member of the CIO Professional Network, an executive volunteer for i.c. stars, and a volunteer mentor at WOMEN Unlimited, Inc. Ms. Schmeda brings to the Board strong qualifications in information technology, digital transformations, enterprise project management and cybersecurity governance. | | | |

  11. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”

    | | Allan H. Selig | Age 89 | Director since 1969 | | | Commissioner Emeritus of Major League Baseball President and Chairman of the Board, Selig Leasing Company Inc. President, AHS Investments, LLC | | | | | Commissioner Emeritus Selig received a bachelor’s degree from the University of Wisconsin in 1956. After two years in the United States Army, he joined Selig Ford, Inc. He served as President of Selig Ford (which became Selig Chevrolet in 1982) from 1959 until 1990. Since 1970, he has served as Chairman of the Board and President of Selig Leasing Company Inc. He became President and Chief Executive Officer of the Milwaukee | | | | Brewers Baseball Club, Inc. in 1970 and served in that capacity until 1998, when he was elected to the position of Commissioner of Major League Baseball (“MLB”). He also served as Chairman of the Executive Council of MLB from 1992 to 1998. He now holds the position of Commissioner Emeritus of MLB following his retirement as Commissioner in January of 2015. He is a director of Marcus Corporation and a director emeritus of the Green Bay Packers, Inc. In addition, he is a director of the Greater Milwaukee Committee, the Milwaukee Club, the University of Wisconsin Foundation and Ixonia Bancshares, Inc. and a trustee of the Boys and Girls Clubs of Greater Milwaukee. He is a founder and vice chairman of Athletes for Youth and co-founder of the Child Abuse Prevention Fund. Mr. Selig was inducted into the Baseball Hall of Fame on July 30, 2017 in Cooperstown, NY. Commissioner Emeritus Selig’s individual qualifications include sound judgment, integrity and business management skills gained through his management of several businesses, including his long tenure in his positions as MLB Commissioner, as Chief Executive Officer of the Milwaukee Brewers Baseball Club and as President and Chairman of his family’s automobile businesses. His unique ability to manage by consensus brought change and growth in baseball despite economic and political challenges both inside and outside of baseball. In addition, he is a community leader and an active advisor to several philanthropic organizations. | | | |

  12. Proposal 3 - Advisory Vote on Executive Compensation

    Proposal 3 - Advisory Vote on Executive Compensation The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) requires that we provide our stockholders with the opportunity to vote to approve or not approve, on an advisory and non-binding basis, our executive compensation program and practices, frequently referred to as the “say on pay” vote. This advisory vote, which we hold every three years, is not intended to address any specific element of executive compensation, but instead is intended to address the overall compensation of the named executive officers of the Company as disclosed in this proxy statement. This is an advisory vote, which means it is non-binding on the Company, our Board of Directors and our Compensation Committee. Although the vote is non-binding, the Compensation Committee will consider the outcome of the vote when making future executive compensation decisions. Our current policy is to provide stockholders with an opportunity to approve, on an advisory basis, the compensation of our named executive officers every three years at the applicable annual meeting of stockholders, until the next required stockholder vote on the frequency of such votes. Stockholders last had the opportunity to cast an advisory vote on a “say-on-pay” proposal at the Company’s annual meeting of stockholders on December 8, 2020, at which time they approved the proposal by an affirmative vote of approximately 86% of shares cast. We encourage stockholders to read the "Executive Compensation" section in this proxy statement, including the compensation tables and the related narrative disclosure, which describes the structure and amounts of the compensation of our named executive officers in fiscal year 2023. Our executive compensation program is designed to attract, retain and motivate the executives we need to carry out our strategic plan, mission, goals and values. We seek to align pay and performance by making a meaningful portion of the named executive officers’ incentive compensation at-risk, dependent on achievement of an annual corporate performance target shared by all employees. Additionally, our compensation practices are intended to ensure that our programs are aligned with our corporate goals and values. •We employ all our employees, including the named executive officers, “at will” without employment contracts. •None of our employees, including the named executive officers, are entitled to any payment or accelerated benefit upon change in control of the Company unless such benefits are provided to all participants in the applicable compensation plans. •We do not have a prospective severance plan that covers any of our employees, including the named executive officers. •We do not pay the tax liability associated with reimbursements for the relatively modest perquisites we provide the named executive officers (i.e., no gross-ups). •All U.S.-based salaried employees, including the named executive officers, receive equivalent benefits and those benefits are similar to the benefits provided to our hourly-paid manufacturing employees. Accordingly, we are asking our stockholders to vote “FOR” the adoption of the following resolution: “RESOLVED, that the stockholders approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in this Proxy Statement pursuant to Item 402 of Regulation S-K in the Compensation Discussion and Analysis, the compensation tables, and related narrative and tabular disclosures.” THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” APPROVAL OF THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE EXECUTIVE COMPENSATION SECTION OF THIS PROXY STATEMENT.

  13. Oil-Dri Corporation of America 2006 Long Term Incentive Plan

    Oil-Dri Corporation of America 2006 Long Term Incentive Plan

  14. Introduction

    Introduction We are seeking the approval of our stockholders of the amended and restated Oil-Dri Corporation of America 2006 Long Term Incentive Plan (as so amended and restated, the “Amended and Restated Plan”), which will amend and restate our existing amended and restated Oil-Dri Corporation of America 2006 Long Term Incentive Plan (as further amended, the “Existing Plan”). The primary amendments to be effected by the Amended and Restated Plan is to increase the number of Company shares authorized for issuance under the Existing Plan by 500,000 shares and to increase the maximum individual grant size from 125,000 to 150,000 shares in any calendar year. In addition the Amended and Restated Plan implements certain other amendments as set forth below. Following the recommendation of the Compensation Committee of the Board of Directors of the Company (“the Compensation Committee”), the Amended and Restated Plan was approved by the Board of Directors on October 4, 2023, subject to stockholder approval at the 2023 Annual Meeting of Stockholders. The following is a description of the amendments to be effected by the Amended and Restated Plan and a general description of other material terms of the Amended and Restated Plan. These descriptions do not purport to be complete and are qualified in their entirety by reference to the Amended and Restated Plan, a copy of which is included as Appendix A to this proxy statement.

  15. Increase in Share Reserve

    Increase in Share Reserve The primary purpose of the Amended and Restated Plan is to increase the maximum number of shares available for award. The Compensation Committee and the Board of Directors carefully considered compensation needs of the Company in determining the number of shares to be subject to the Amended and Restated Plan. The additional 500,000 shares, which would be authorized upon approval of the Amended and Restated Plan by stockholders at the 2023 Annual Meeting, would allow the Company to continue to provide, long term, equity-based incentives to eligible employees and non-employee directors, which we believe is in the best interests of our stockholders. The Existing Plan is, and the Amended and Restated Plan will be, the only Company equity compensation plan under which equity grants may be made to employees. Under expected practices, the Company anticipates that the shares available for settlement of awards under the Amended and Restated Plan, if approved, will be sufficient to satisfy the equity grants expected to be made over the next four years, subject to the factors described below. The Board of Directors believes the additional shares to be provided under the Amended and Restated Plan will be sufficient to allow competitive equity awards in the near term while ensuring that we return to stockholders on a frequent basis for approval of additional shares. The Company evaluated past equity compensation practices and the number of shares likely to be needed for future grants in coming to this determination. However, the actual number of shares utilized will depend on a variety of factors, including our headcount, employee turnover, our stock price, and equity awards granted, among others.

  16. Other Changes

    Other Changes In addition to the increase in the share reserve, the Amended and Restated Plan: •provides for a minimum one-year vesting condition for awards, subject to accelerated vesting or exercisability upon the occurrence of certain events; •expressly prohibits actions that would constitute stock option or SAR repricing without stockholder approval; •increase the maximum number of shares that may be granted in any calendar year to any participant by 25,000 shares; and •implements other updates and amendments related to, among other things, tax provisions and share withholding upon award vesting. If our stockholders approve the Amended and Restated Plan, the increase in the share reserve will be effective as of December 13, 2023, the date of the 2023 Annual Meeting (or such other date to the extent the Annual Meeting is postponed or adjourned). If our stockholders do not approve the Amended and Restated Plan, the Existing Plan will remain in effect with the current reserve share limitation. The Company has not approved any awards that are conditioned upon stockholder approval of the Amended and Restated Plan.

  17. Summary of Types of Awards under the Amended and Restated Plan

    Summary of Types of Awards under the Amended and Restated Plan The Amended and Restated Plan permits the grant of stock options including incentive stock options (“ISOs”); stock appreciation rights (“SARs”); restricted stock and restricted stock units; performance awards (which are described under the caption “Description of Business Criteria - Performance Awards and Performance Measures”) and other stock-based and cash-based awards. Stock Options. The Compensation Committee may grant both incentive stock options (“ISOs”) and nonqualified stock options (“NQSOs”) under the Amended and Restated Plan. A stock option allows a grantee to purchase a specified number of shares at a predetermined price during a fixed period measured from the date of grant. The purchase price per share of stock subject to a stock option is determined by the Compensation Committee and set forth in the award agreement but cannot be less than the fair market value of the stock on the date of grant. The expiration date cannot be later than the tenth anniversary of the date of grant. The exercise price may be paid with cash or its equivalent, with previously acquired shares of the Company’s stock, or by other means approved by the Compensation Committee. Eligibility for ISOs is limited to employees of the Company and its subsidiaries. ISOs cannot be granted after the tenth anniversary of the date on which the Amended and Restated Plan was adopted by the Board. In the case of an employee who owns or is deemed to own stock representing more than 10% of the total combined voting power of the classes of stock of the Company, the exercise price of an ISO must be at least 110% of the fair market value on the date of grant and an ISO cannot be exercisable after the expiration of five years from the date of grant. The aggregate fair market value (determined on the date of grant) of the shares of stock with respect to which ISOs are exercisable for the first time by any participant during any calendar year may not exceed $100,000 (if exceeded, any excess options are deemed to be NQSOs). Any participant must notify the Compensation Committee of any disposition of stock issued pursuant to the exercise of an ISO under the circumstances described in Section 421(b) of the Internal Revenue Code of 1986, as amended (the "Code"), within 10 days of the disposition. Restricted Stock and Restricted Stock Units. The Compensation Committee may award restricted stock and restricted stock units. Restricted stock awards consist of shares of stock that are transferred to the participant subject to restrictions that may result in forfeiture if specified conditions are not satisfied. Restricted stock units result in the transfer of shares of stock to the participant only after specified conditions are satisfied. A holder of restricted stock is treated as a current stockholder and is entitled to dividend and voting rights, whereas the holder of a restricted stock unit award is treated as a stockholder with respect to the award only when the shares of stock are delivered in the future. The Compensation Committee will determine and set forth in the award agreement the restrictions and conditions applicable to each award of restricted stock or restricted stock units. Stock Appreciation Rights. The Compensation Committee may grant SARs under the Amended and Restated Plan. Upon exercise of a SAR, the holder will receive from the Company the difference between the fair market value of the stock subject to the SAR, determined on the date of exercise, and the grant price. The benefit upon exercise of a SAR is generally paid in cash, except that the Compensation Committee may, in its discretion, pay the benefit wholly or partially in stock. The grant price of a SAR is determined by the Compensation Committee and set forth in the award agreement, but cannot be less than the fair market value of the stock as of the date of grant. SARs may be exercised on such terms as the Compensation Committee determines but cannot be exercised later than the tenth anniversary of the date of grant. Other Awards. The Compensation Committee may grant other cash-based or equity-based awards, referred to as “other cash-based awards” or “other stock-based awards,” other than options, SARs, restricted stock, restricted stock units, or performance awards. The terms and conditions of any other cash-based or stock-based award will be determined by the Compensation Committee. Payment under any other cash-based or stock-based award will be made in cash or stock, as determined by the Compensation Committee. Transfer Limitations on Awards. The Compensation Committee will impose any transfer restrictions on any shares acquired pursuant to the awards under the Amended and Restated Plan as it deems advisable. Generally no award may be transferred other than by designation of beneficiary, by will or by the laws of descent and distribution. Further, all awards granted to a participant under the Amended and Restated Plan will be exercisable during his or her lifetime only by such participant. Notwithstanding the foregoing, a participant may transfer all or a portion of an award (other than an ISO or restricted stock) to Immediate Family Members (defined in the Amended and Restated Plan as a participant’s spouse, parent and any lineal descendants, including any adopted child, of a parent of the participant or of a parent of the participant’s spouse, and any trustee, guardian or custodian for any of the foregoing), a trust for the exclusive benefit of the Immediate Family Members, a partnership of Immediate Family Members, and such other person or entity as the Compensation Committee may permit. Under no circumstances may a participant transfer awards under the Amended and Restated Plan for consideration.

  18. Performance Awards and Performance Measures

    Performance Awards and Performance Measures Performance Awards. Performance awards granted under the Amended and Restated Plan will be earned only if performance goals over performance periods established by or under the direction of the Compensation Committee are met, and the Compensation Committee will determine whether the performance targets or goals that have been chosen for a particular performance award have been met. The Compensation Committee may designate whether any such award being granted to any participant is intended to be “performance-based compensation” as that term is used in Section 162(m) of the Code. The performance goals for any performance award may vary from participant to participant, group to group, and period to period. Performance awards may be paid in the form of cash, shares of stock, or in any combination, as determined by the Compensation Committee. Performance Measures. The vesting, settlement or payment of any performance awards will be subject to the satisfaction of performance measures or goals as determined and established by the Compensation Committee. Any performance measure(s) may be used to compare the performance of the Company against the performance of a group of comparison companies, or published or special index that the Compensation Committee, in its sole discretion, deems appropriate, or the Compensation Committee may select any performance measure(s) as compared to various stock market indices.

  19. Exercise of Awards after Termination of Service

    Exercise of Awards after Termination of Service If a participant’s employment or service as a director terminates for any reason other than death, disability, retirement or for cause, any option or SAR which was immediately exercisable on the termination date may be exercised until the earlier of (i) the expiration date or (ii) 90 days after such termination or for such longer period as may be specified in the participant’s award agreement. Any unvested award will expire without value and be forfeited on the date of termination. If a participant’s employment or service terminates because of death or disability, any outstanding option or SAR will become fully exercisable, and any outstanding restricted stock, restricted stock units, other stock-based awards or other award that was forfeitable will become nonforfeitable and fully vested. The participant, or deceased participant’s representative or beneficiary, will have until the expiration date or three years from the date of the participant’s termination of employment or service, whichever occurs first, to exercise the options or SARs. However, in the case of ISOs, the favorable tax treatment described under Code Section 422 will not be available if the option is not exercised within 12 months after the date of termination. If a participant retires (as defined in the Amended and Restated Plan), all unvested awards (with the exception of restricted stock awards unless vesting is approved by the Compensation Committee at the time of retirement) will become immediately vested and options and SARs will become immediately exercisable. A retired participant will have until the expiration date or three years from the date of the participant’s retirement, whichever occurs first, to exercise the options and SARs. However, in the case of ISOs, the favorable tax treatment described under Code Section 422 will not be available if the option is not exercised within three months after the date of termination. If a participant is terminated for cause, an unexercised option, SAR, performance-based award, or share of restricted stock that is forfeitable will terminate upon the termination of employment or service. In the event of a change in control (as defined in the Amended and Restated Plan) of the Company, all unvested awards will become immediately vested and exercisable, subject to additional conditions with respect to certain awards subject to Section 409A of the Code. In the case of ISOs, the favorable tax treatment described under Code Section 422 will not be available if the option is not exercised within three months after the date of termination if termination is not for death or disability. The benefit payable for any performance award for which the performance period has not ended on the date of the change of control will be calculated pursuant to a formula set forth in the Amended and Restated Plan.

  20. Options

    Options Incentive Stock Options. In general, neither the grant nor the exercise of an incentive stock option granted under the Amended and Restated Plan will result in taxable income to the option holder or a deduction to the Company. In general, if the option holder does not dispose of stock received upon exercise of an incentive stock option within two years after the date the option is granted and within one year after the date of exercise, any later sale of such stock will result in a capital gain or loss (and the Company is not entitled to a corresponding deduction). If stock received upon the exercise of an incentive stock option is disposed of before the holding period requirements described above have been satisfied, the option holder will generally realize ordinary income at the time of disposition subject to withholding. The amount of such ordinary income will generally be equal to the difference between the fair market value of the stock on the date of exercise and the exercise price (or, if less, the difference between the amount realized on disposition of the stock and the exercise price). In the case of a disqualifying disposition in which a loss (if sustained) would be recognized, then the amount of ordinary income will not exceed the excess of the amount realized on the sale over the adjusted basis of the stock (that is, in general, the price paid for the stock). Subject to the limitations of Code Section 162(m), the Company will generally be entitled to a deduction for Federal income tax purposes equal to the amount of ordinary income realized by the option holder. Certain option holders exercising incentive stock options may become subject to the alternative minimum tax, under which the difference between (1) the fair market value of stock purchased under incentive stock options, determined on the date of exercise, and (2) the exercise price, will be an item of tax preference in the year of exercise for purposes of the alternative minimum tax. Non-Qualified Stock Options. Options granted under the Amended and Restated Plan that are not incentive stock options are “non-qualified options.” In general, because options granted under the Amended and Restated Plan may not have an exercise price less than the fair market value of the stock on the date of grant, no income results upon the grant of a non-qualified option. When an option holder exercises a non-qualified option, he or she will generally realize ordinary income subject to withholding. Generally, such income will be realized at the time of exercise and in an amount equal to the excess, measured at the time of exercise, of the then fair market value of the stock over the option price. Upon a subsequent sale of the stock, a participant will generally recognize capital gain or loss in an amount equal to the difference between the amount realized for such stock and the participant's tax basis in the stock (generally the sum of the amount paid for the stock and the amount included in income upon exercise of the option), which gain or loss will be long-term if the stock is held for more than a year. The Company will generally be entitled to a deduction for Federal income tax purposes equal to the amount of ordinary income realized by the option holder, subject to the limitations under Section 162(m) of the Code.

  21. Restricted Stock

    Restricted Stock Generally, restricted stock is not taxable to a participant at the time of grant, but instead is included in ordinary income (at its then fair market value less any amount paid for the stock) when the restrictions lapse. A participant may elect (by making an election under Section 83 of the Code) to recognize income at the time of grant, in which case the fair market value of the stock at the time of grant is included in ordinary income and there is no further income recognition when the restrictions lapse. The Company is generally entitled to a tax deduction in an amount equal to the ordinary income recognized by the participant, subject to the limitations of Section 162(m) of the Code. Upon a subsequent sale of the stock, a participant will generally recognize capital gain or loss in an amount equal to the difference between the amount realized for such stock and the participant's tax basis in the stock (generally the sum of the amount paid for the stock and the amount included in income as described above), which gain or loss will be long-term if the stock is held for more than a year from the date that the applicable restrictions lapse or the date of grant if a Section 83(b) election is made.

  22. Restricted Stock Units

    Restricted Stock Units Generally, the participant will not be subject to tax upon the grant of an award of RSUs but will recognize ordinary income subject to withholding in an amount equal to the fair market value of any shares received on the date of delivery of the underlying shares of stock. The Company will generally be entitled to a corresponding tax deduction, subject to the limitations of Section 162(m) of the Code. Upon a subsequent sale of the stock, a participant will generally recognize capital gain or loss in an amount equal to the difference between the amount realized for such stock and the participant's tax basis in the stock (generally the sum of the amount paid for the stock and the amount included in income upon receipt of the stock), which gain or loss will be long-term if the stock is held for more than a year.

  23. Performance Shares and Performance Units

    Performance Shares and Performance Units A participant will not recognize taxable income when performance shares or performance units are granted, and the Company will not receive a deduction at that time. In general, the participant will recognize ordinary income subject to withholding when the performance shares or performance units are settled equal to the cash or the fair market value of the stock the participant receives upon settlement, less any consideration paid, and the Company will be entitled to a corresponding deduction, subject to the limitations of Section 162(m) of the Code.

  24. Equity Compensation Plan Information

    Equity Compensation Plan Information The following table presents information about compensation plans under which our equity securities are authorized for issuance as of the end of our last completed fiscal year. There were no outstanding stock options as of July 31, 2023.

  25. Equity Compensation Plan Information

    | Equity Compensation Plan Information As Of July 31, 2023 | | | | | Plan Category | Number of securities to be issued upon exercise of outstanding options (in thousands) (a) | Weighted-average exercise price of outstanding options (b) | Number of securities remaining available for further issuance under equity compensation plans (excluding securities reflected in column (a)) (in thousands) (c) | | Equity compensation plans approved by stockholders | — | $— | 242 |

  26. Equity Compensation Plan Information

    The number of securities remaining in column (c) above includes, in accordance with the terms of the Amended and Restated Plan, shares that were: (1) not vested or exercised in full due to expiration or termination, or (2) tendered or withheld for payment of the exercise price or to satisfy tax withholding amounts.

  27. Director Compensation

    Director Compensation We seek to provide a competitive compensation program to attract and retain quality non-management directors. The compensation received by our non-management directors consists of an annual cash retainer of $27,500 and a $3,000 fee for each Board or committee meeting attended in person or virtually when virtual attendance is the only option ($1,500 for attendance by phone when in-person attendance is an option). In addition, for calendar year 2023, Mr. Washow received an annual cash retainer of $15,000 as Chairman of our Audit Committee, Mr. Selig received an annual cash retainer of $7,500 as Chairman of our Compensation Committee, and Ms. Chube received an annual cash retainer of $7,500 as Chair of our Nominating Committee. Mr. Roeth received an annual retainer of $25,000 as Lead Director for calendar year 2023. Non-management directors may also from time to time receive additional fees for the provision of services on additional committees or Board initiatives. Management directors do not receive additional compensation for their service on our Board of Directors. Directors are also reimbursed for expenses incurred in connection with their services to the Company and their attendance at meetings. The following table sets forth information about compensation paid to our directors for their service in fiscal 2023.

  28. Director Compensation Table

    Director Compensation Table

  29. Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($) (2) | Option Awards ($) (3) | Non-Equity Incentive Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (4) | All Other Compensation ($) | Total ($) | | Daniel S. Jaffee (5) | $— | $— | $— | $— | $— | $— | $— | | Ellen-Blair Chube | $53,000(6) | $— | $— | $— | $— | $— | $53,000 | | Paul M Hindsley | $53,500(7) | $— | $— | $— | $— | $— | $53,500 | | Michael A. Nemeroff | $45,500 | $— | $— | $— | $— | $— | $45,500 | | George C. Roeth | $64,500(8) | $— | $— | $— | $16,069 | $— | $80,569 | | Amy L. Ryan | $44,500(7) | $— | $— | $— | $— | $— | $44,500 | | Patricia J. Schmeda | $33,500(9) | $— | $— | $— | $— | $— | $33,500 | | Allan H. Selig | $51,500(10) | $— | $— | $— | $— | $— | $51,500 | | Paul E. Suckow | $56,000(11) | $— | $— | $— | $— | $— | $56,000 | | Lawrence E. Washow | $71,500(12) | $— | $— | $— | $— | $— | $71,500 |

  30. Director Compensation Table

    (1) The Company has historically paid non-management directors meeting fees, which varied depending on whether such directors attended a Board of Directors meeting in-person or virtually. Further, the compensation received by our non-management directors consists of an annual cash retainer of $27,500. (2) The amounts reported reflect the grant date fair value of awards computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC 718”). For stock awards, the grant date fair value is the number of shares granted multiplied by the closing price of our Common Stock on the award date. There were no stock awards to directors in fiscal 2023. (3) There were no option awards to directors in fiscal 2023, and our directors did not hold any options to purchase shares of our Common Stock as of July 31, 2023. (4) The amounts shown consists of interest earned in excess of 120% of the applicable federal rate on the aggregate balances in our executive deferred compensation plan. Deferrals under this plan earn a return equal to our long-term cost of borrowing plus 1%. (5) Directors who are also employees do not receive additional compensation for their service on our Board of Directors. See the Summary Compensation Table that is a part of the Executive Compensation section of this Proxy Statement for information regarding Mr. Jaffee’s compensation as our President and Chief Executive Officer. (6) Includes an annual retainer of $7,500 for role of Chairman of our Nominating Committee. (7) Includes a $5,000 fee for service on the Nominating Committee. (8) Includes an annual retainer of $25,000 for role of Lead Director. (9) Ms. Schmeda joined the Board in March 2023 and received the full retainer. (10) Includes an annual retainer of $7,500 for role of Chairman of our Compensation Committee. (11) Mr. Suckow is not standing for re-election as a member of the Board of Directors at the 2023 Annual Meeting. (12) Includes an annual retainer of $15,000 for role of Chairman of our Audit Committee and a $5,000 fee for service on the Nominating Committee.

  31. Summary Compensation Table

    Summary Compensation Table The following table summarizes the total compensation earned by the named executive officers for services provided to the Company during the years detailed below.

  32. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards ($) (1)(2) | Non-Equity Incentive Plan Compensation ($) (3) | Nonqualified Deferred Compensation Earnings ($) (4) | All Other Compensation ($) (5)(6) | Total ($) | | Daniel S. Jaffee | 2023 | $840,533 | $— | $— | $1,512,959 | $46,574 | $896,957 | $3,297,023 | | President and CEO | 2022 | $808,836 | $— | $— | $676,996 | $43,009 | $241,769 | $1,770,610 | | Susan M. Kreh | 2023 | $468,500 | $— | $68,775 | $655,900 | $5,941 | $135,955 | $1,335,071 | | CFO and CIO | 2022 | $450,750 | $— | $172,400 | $315,525 | $4,096 | $101,356 | $1,044,126 | | Christopher B. Lamson | 2023 | $372,834 | $— | $68,775 | $447,400 | $35 | $64,295 | $953,339 | | Group Vice President of Retail and Wholesale | 2022 | $181,364 | $— | $1,020,600 | $72,546 | $— | $25,200 | $1,299,710 |

  33. Summary Compensation Table

    (1) The amounts reported reflect the grant date fair value of awards computed in accordance with ASC 718. The grant date fair value is the number of shares granted multiplied by the closing price of our Common Stock on the award date. The grant date fair value of an award reflects the accounting expense and may not represent the actual value that will be realized. Stock awards granted to the named executive officers during fiscal 2023 are reflected herein. (2) The amount reported for Ms. Kreh’s stock awards in 2022 has been corrected due to nonmaterial clerical error. This differs from what was reported in the 2022 Proxy Statement ($0). Ms. Kreh’s stock awards in 2022 were timely and properly disclosed as required by Section 16 of the Exchange Act. (3) The 2023 amounts reflect: (i) annual incentive awards equal to 200% of target cash bonuses; (ii) executive deferred bonuses equal to 200% of target bonus to our named executive officers (other than our CEO); and (iii) a cash award equal to 200% of target bonus to our CEO intended by our Compensation Committee to be an award comparable to the executive bonus award our CEO would have received had he been a participant in the executive deferred bonus award portion of our annual incentive plan for fiscal 2023. Cash bonuses are paid following the completion of the specified fiscal year. Executive deferred bonuses are awarded during the specified fiscal year and generally vest (become payable) according to a vesting schedule established by our Compensation Committee. Executive deferred bonus awards awarded for fiscal year 2023 are deferred and will be paid in full at the end of three years (July 31, 2026), provided the named executive officer is still employed by the Company at that time. (4) The amounts shown represent earnings from our executive deferred compensation plan that exceed 120% of the applicable federal rate. (5) The amounts reported in this column for Mr. Jaffee and Ms. Kreh for 2022 have been updated and differ from what was reported in 2022. The amount for Mr. Jaffee changed from $294,778 due to a correction in the deferred compensation matching contributions for fiscal 2022. The amount for Ms. Kreh changed from $88,015 due to a correction in the interest earned on the executive deferred bonus and a charitable donation for fiscal 2022. (6) The amounts shown in this column for fiscal 2023 are described in the following table:

  34. Summary Compensation Table

    | All Other Compensation Table | | | | | | | | | Name | Perquisites ($) (A) | Dividends on Unvested Restricted Stock ($) (B) | Interest Earned on Executive Deferred Bonus ($) (C)(D) | 401(k) Plan Company Matching Contributions ($) | Deferred Compensation Matching Contributions ($) (E) | Pension Termination Payouts ($) (F) | Total ($) | | Daniel S. Jaffee | $81,810 | $68,250 | $— | $18,933 | $49,297 | $678,668 | $896,957 | | Susan M. Kreh | $7,500 | $40,180 | $12,258 | $18,846 | $22,703 | $34,468 | $135,955 | | Christopher B. Lamson | $7,500 | $34,580 | $— | $22,215 | $— | $— | $64,295 |

  35. Summary Compensation Table

    (A) Perquisites for the named executive officers generally consist of auto allowances, paid parking, directed charitable donations, airline executive club memberships, remote Internet access costs and periodical subscriptions. The amounts shown reflect the actual cost to us for providing these perquisites. The perquisites received by Mr. Jaffee consisted of the following, which were paid by the Company: auto allowance of $5,232, directed charitable donations of $76,000 and the remainder constituting remote access and related fees, airline club membership and periodical subscriptions. The perquisites received by Mr. Lamson and Ms. Kreh are related to charitable donations paid by the Company to organizations chosen by each executive officer. (B) The amounts shown represent dividend payments on unvested shares of restricted stock held by the named executive officers that are reportable as either dividends or ordinary income. (C) Executive deferred bonuses awarded under our annual incentive plan earn interest at a rate equal to our long-term cost of borrowing plus 1%. Any amounts shown are the interest earned on all unvested executive deferred bonus awards that do not exceed 120% of the applicable federal rate, regardless of the fiscal year in which the awards were earned. (D) The amount shown for Mr. Jaffee was zero because he requested to not be eligible for executive deferred bonus awards. The amount shown for Mr. Lamson was zero because he did not become eligible for the executive deferred bonus award until fiscal 2023. (E) The amounts represent discretionary Company contributions provided to eligible participants of the deferred compensation plan to help maximize their retirement savings. See "Nonqualified Deferred Compensation for Fiscal 2023" below. (F) The amount shown include lump-sum payouts of the pension obligation as a result of the pension termination as well as the profit sharing contributions from the terminated pension plan's surplus assets to the individuals’ 401(k) plan accounts on July 21, 2023. The amounts paid to Daniel S. Jaffee for the pension obligation and surplus profit sharing were $661,293 and $17,375, respectively. The amounts paid to Susan M. Kreh for the pension obligation and surplus profit sharing were $32,647 and $1,821, respectively.

  36. Outstanding Equity Awards at Fiscal 2023 Year End

    Outstanding Equity Awards at Fiscal 2023 Year End The following table provides information on the unvested restricted stock held by the named executive officers as of July 31, 2023. None of the named executive officers held any unexercised stock options as of July 31, 2023.

  37. Outstanding Equity Awards at Fiscal 2023 Year End

    | | Stock Awards | | | Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) (1) | | Daniel S. Jaffee | 75,000(2) | $4,707,750 | | Susan M. Kreh | 30,500(3) | $1,914,485 | | Christopher B. Lamson | 30,500(4) | $1,914,485 |

  38. Outstanding Equity Awards at Fiscal 2023 Year End

    (1) Market value of our Class B Stock and Common Stock has been calculated using the closing sale price of our Common Stock on July 31, 2023, the last trading day of fiscal 2023, which was $62.77. (2) Restricted shares of Class B Stock are scheduled to vest as follows: 25,000 shares on each of the subsequent anniversaries of October 19th during the years 2023-2025. (3) Restricted shares of Common Stock that are scheduled to vest as follows: 23,000 shares on December 15, 2023, 2,500 shares on October 18, 2024 and 5,000 shares on October 19, 2025. (4) Restricted shares of Common Stock that are scheduled to vest as follows: 4,000 shares on January 20, 2024; 6,000 shares on January 20, 2025; 6,000 shares on January 20, 2026; 2,500 shares on October 18, 2026; and 12,000 shares on January 20, 2027.

  39. Pay Versus Performance

    Pay Versus Performance The following tables provide information required by new pay versus performance (“PVP”) rules adopted by the SEC in August 2022 and in effect for the first time for this Proxy Statement. The following Pay Versus Performance table (“PVP Table”) provides SEC-required information about compensation for this 2023 Proxy Statement’s named executive officers, as well as our named executive officers from our 2022 Proxy Statement (each of fiscal 2023 and fiscal 2022, referred to as a “Covered Year”). We refer to all of the named executive officers covered in the PVP Table below, collectively, as the “PVP NEOs”. The PVP Table also provides information about the results for certain measures of financial performance during those same Covered Years. In reviewing this information, there are a few important things we believe you should consider: •The information in columns (b) and (d) of the PVP Table comes directly from this year’s Summary Compensation Table (or last year’s Summary Compensation Table), calculated in the same manner as required under SEC rules; •As required by the SEC’s PVP rules, we describe the information in columns (c) and (e) of the PVP Table as “compensation actually paid” (or “CAP”) to the applicable PVP NEOs. However, these CAP amounts do not entirely reflect the final compensation that our NEOs actually earned or walked away with for their service in the Covered Years, respectively. Instead, the SEC’s concept of CAP reflects the SEC’s particular view or formulation of a combination of realized pay (primarily for cash amounts) and realizable or accrued pay (primarily for equity awards). As a result, we urge investors to use caution when evaluating CAP amounts, as they are calculated in a manner different than any information that we have previously presented; and •As required by the SEC’s PVP rules, we provide information in the PVP Table below about our absolute total shareholder return (“TSR”) results and our U.S. GAAP net income results (the “External Measures”) during the Covered Years.

  40. Pay Versus Performance

    | Year (a) | Summary Compensation Table ("SCT") Total for PEO ($)(b)(1) | Comp. Actually Paid to PEO ($)(c)(1)(2) | Average SCT Total for Non-PEO NEOs ($)(d)(1) | Average Comp. Actually Paid to Non-PEO NEOs ($)(e)(1)(2) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return ($)(f)(3) | Net Income ($)(g) | | 2023 | $3,297,023 | $6,560,023 | $1,144,205 | $2,511,955 | $189.08 | $29,551,441 | | 2022 | $1,770,610 | $1,091,860 | $1,171,918 | $2,200,843 | $87.80 | $5,674,097 |

  41. Pay Versus Performance

    (1) Daniel S. Jaffee was our principal executive officer (“PEO”) for the full year for each of the Covered Years. Our non-PEO PVP NEOs (“Non-PEO NEOs”) were Susan M. Kreh and Christopher B. Lamson for each of the Covered Years. (2) For each Covered Year, in determining both the CAP for our PEO and the average CAP for our Non-PEO NEOs for purposes of this PVP Table, we deducted from or added back to the total amount of compensation reported in column (b) and column (d) for such Covered Year the following amounts:

  42. Pay Versus Performance

    | Item and Value Added (Deducted) | 2023 | 2022 | | For PEO: | | | | - SCT “Stock Awards” column value | $— | $— | | - SCT “Option Awards” column value | $— | $— | | + year-end fair value of outstanding equity awards granted in Covered Year | $— | $— | | +/- change in fair value of outstanding equity awards granted in prior years | $2,447,250 | $(543,000) | | + vesting date fair value of equity awards granted and vested in Covered Year | $— | $— | | +/- change in fair value of prior-year equity awards vested in Covered Year | $815,750 | $(135,750) | | - prior year-end fair value of prior-year equity awards forfeited in Covered Year | $— | $— | | + includable dividends / earnings on equity awards during Covered Year | $— | $— | | Total | $6,560,023 | $1,091,860 |

  43. Pay Versus Performance

    | Item and Value Added (Deducted) | 2023 | 2022 | | For Non-PEO Named Executive Officers (Average): | | | | - SCT “Stock Awards” column value | $68,775 | $596,500 | | - SCT “Option Awards” column value | $— | $— | | + year-end fair value of outstanding equity awards granted in Covered Year | $156,925 | $527,450 | | +/- change in fair value of outstanding equity awards granted in prior years | $913,640 | $(95,025) | | + vesting date fair value of equity awards granted and vested in Covered Year | $— | $— | | +/- change in fair value of prior-year equity awards vested in Covered Year | $228,410 | $— | | - prior year-end fair value of prior-year equity awards forfeited in Covered Year | $— | $— | | + includable dividends / earnings on equity awards during Covered Year | $— | $— | | Total | $2,511,955 | $2,200,843 |

  44. Pay Versus Performance

    (3) For each covered year, our cumulative TSR was calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the share price at the end and the beginning of the measurement period; by the share price at the beginning of the measurement period. The TSR assumed a fixed investment of $100 at July 31, 2021 and reinvestment of quarterly dividends at the closing price the date the dividends were paid throughout each covered fiscal year. Because the covered fiscal years are presented in the table in reverse chronological order (from top to bottom), the table should be read from bottom to top for purposes of understanding cumulative returns over time. The following charts provide, across the Covered Years, descriptions of the relationships between (1) the CAP for the PEO and the average CAP for our Non-PEO NEOs (in each case as set forth in the PVP Table above) and (2) each of the performance measures set forth in columns (f) and (g) of the PVP Table above.

  45. Pension Benefits for Fiscal 2023

    Pension Benefits for Fiscal 2023 Defined Benefit Pension Plan. The Company has provided a non-contributory, tax-qualified, defined benefit pension plan to all U.S.-based employees. On January 9, 2020, the Company amended the pension plan to freeze participation, all future benefit accruals and accrual of benefit service, including consideration of compensation increases, effective March 1, 2020. Consequently, the Pension Plan is closed to new participants and current participants no longer earn additional benefits as of March 1, 2020. Under this plan, employees were eligible to participate commencing on the first February 1st or August 1st that followed the date when an employee achieved one year of service and age 21. For salaried employees, including the named executive officers, the pension plan provides for pensions based on credited years of service (capped at 30 years) and Final Average Compensation. The normal form of benefit is a life annuity with five years certain, payable at normal retirement age. The standard form of payment for a participant who is married is a 50% joint and survivor annuity. Other forms of benefit are available. Each form of benefit has approximately the same relative value. The formula for computation of the normal form of benefit is:

  46. Pension Benefits for Fiscal 2023

    | (0.55% of Final Average Compensation) | + | (0.55% of Final Average Compensation that exceeds Social Security Covered Compensation)* | Years of Credited Service |

  47. Pension Benefits for Fiscal 2023

    Final Average Compensation is the monthly average of the participant’s compensation paid during the highest paid consecutive five years during the last 10 years of employment. Compensation for pension plan purposes consists of certain cash compensation, principally base salary and commissions. Social Security Covered Compensation is the average of the taxable wage bases in effect for each calendar year in the 35-year period ending with the year the participant attains Social Security retirement age. A participant’s right to an accrued benefit becomes non-forfeitable after five years of vesting service. Normal retirement age under the plan is age 65, or the age of the participant when he or she completes five years of vesting service, if later. Salaried participants who have 10 years of service can receive actuarially reduced early retirement benefits as early as age 55. The present value of the accumulated benefit is the same regardless of whether a participant begins to receive benefits at age 65 or at an earlier age. We do not subsidize early retirement benefits. If a married participant with a non-forfeitable benefit dies prior to commencement of benefit payments, the participant’s spouse will be entitled to a survivor annuity equal to the amount the spouse would have been entitled to receive under a 50% joint and survivor annuity. In fiscal 2023, the Board approved the termination of its defined benefit pension plan (which had been previously frozen in 2020), effective December 31, 2022. In connection with the termination, all participants’ accrued benefits were fully vested (to the extent not already vested). Participants received a lump sum payment option to the extent permitted under applicable law. After settlement of the pension fund’s obligations, surplus pension funds remained and the Board approved the excess funds to be contributed to the 401(k) accounts of the pension participants who are current employees based on years of service with the Company. Pension benefits will no longer be reported.

  48. Nonqualified Deferred Compensation for Fiscal 2023

    Nonqualified Deferred Compensation for Fiscal 2023 We provide an executive deferred compensation plan in which all executive officers and other senior managers are eligible to participate. Participating executives may defer up to 50% of base salary and 100% of annual cash incentive bonus into the plan. Executives’ deferrals earn interest at a rate equal to our long-term cost of borrowing plus 1%. Participants are entitled to receive a distribution from their account balances at the earlier of the end of their elected deferral period or upon death or termination of employment prior to age 55. Accounts are distributed in a single lump sum, or in certain circumstances, annual installments over a period of up to 15 years as elected by the participant. In the event of an unforeseen emergency, a participant may apply to the administrative committee of the plan for payment of an amount from the participant’s account balance sufficient to satisfy the emergency need. Further, as described above, the Company may make voluntary matching contributions on behalf of the participants in this deferred compensation plan. The plan will terminate upon a change in control of the Company. Immediately prior to such a change in control, or as soon as possible following a change in control, each participant will be paid his account balance. Our executive deferred compensation plan is unfunded and subject to the claims of our creditors. In June 2020, the Board adopted an amendment to the Company’s deferred compensation plan, which provides for discretionary employer contributions to the accounts of eligible plan participants. The amount of the Company contribution under the deferred compensation plan is determined by the Company in its sole discretion and such Company contributions may vary from participant to participant. In fiscal 2023, the Company offered contributions of up to six percent (6%) of a participant’s total compensation in fiscal 2023 less the amount of matched dollars to the participant under the Company’s 401(k) plan in the year. In fiscal 2023, the Company contributed $49,297 to Mr. Jaffee and $22,703 to Ms. Kreh. Mr. Lamson did not participate in fiscal 2023.

  49. Benefits upon Termination or Change in Control

    Benefits upon Termination or Change in Control The following summaries and table set forth potential payments to the named executive officers upon termination of their employment or a change in control of the Company. None of the named executive officers meet the qualifications for normal or early retirement benefits, so those termination scenarios are not shown. We do not have a prospective severance plan that covers any of the named executive officers and generally have no employment or prospective severance agreements with the named executive officers. The only other benefits upon termination of employment or change in control provided to our NEOs are set forth in existing compensation plans and apply to all participants in those plans. •Our annual incentive plan provides for immediate vesting, as allowed by law, of a participant’s executive deferred bonus award account upon the participant’s death, disability, or change in control of the Company. Upon retirement, a participant’s executive deferred bonus award account shall become immediately vested if the following conditions are met: (i) the participant’s age plus years of service is equal to or greater than 80, (ii) the participant is eligible for an immediate benefit from the Company’s pension plan, and (iii) there is reasonable anticipation of no further services or services of less than 20% of the participant’s pre-retirement level to the Company. •Our Long Term Incentive Plan and the agreements issued under it provide for immediate vesting of restricted stock and immediate vesting and exercisability of stock options upon a participant’s death, disability or a change in control of the Company. Generally, upon retirement, all stock options or restricted stock, as applicable, become immediately vested and, in the case of stock options, exercisable if the following conditions are met: (i) the participant’s age plus years of service is equal to or greater than 80 and (ii) there is reasonable anticipation of no further services or services of less than 20% of the participant’s pre-retirement level to the Company. With respect to stock options, upon any of these termination events, the participant, or his beneficiary in the case of the participant’s death, may exercise any outstanding stock options for a period of three years or until their expiration dates, whichever occurs first. In September 2018 and September 2023, the Company granted restricted stock to Mr. Jaffee that is subject to immediate vesting upon Mr. Jaffee’s death or disability. Such restricted stock shall also immediately vest upon the following: (i) Mr. Jaffee’s termination without cause or termination of his employment for good reason (in which case, the next tranche of unvested restricted shares scheduled to vest shall vest and the remaining shall be forfeited), (ii) Mr. Jaffee’s retirement after having reached age 65, or (iii) a change of control followed by Mr. Jaffee’s termination due to his death or disability, or his termination without cause or for good reason. The table below does not include amounts payable to the named executive officers under plans that are generally available on the same basis to all of our salaried employees, such as payments under the 401(k) plan, the life insurance plan, the disability insurance plan and payment of prorated annual incentive compensation. The table also does not include balances under our executive deferred compensation plan. The circumstances under which the named executive officers may receive distributions from that plan are disclosed in the Nonqualified Deferred Compensation section above. Unless otherwise noted, the amounts shown below assume that each named executive officer’s employment terminated on July 31, 2023, the last day of our most recently completed fiscal year, and when applicable, the closing sale price of our Common Stock on July 31, 2023, the last trading day of fiscal 2023, which was $62.77.

  50. Benefits upon Termination or Change in Control

    | Name | Annual Incentive Plan Deferred Bonus Account ($) (1) | 2006 Long Term Incentive Plan ($) (2) | Total ($) | | Daniel S. Jaffee | | | | | Change in Control, Death, Disability | $— | $4,707,750 | $4,707,750 | | Susan M. Kreh | | | | | Change in Control, Death, Disability | $283,202 | $1,914,485 | $2,197,687 | | Christopher B. Lamson | | | | | Change in Control, Death, Disability | $— | $1,914,485 | $1,914,485 |

  51. Benefits upon Termination or Change in Control

    (1) The amounts shown reflect each named executive officer’s balance in his or her executive deferred bonus account of our annual incentive plan. As explained above, our annual incentive plan provides for immediate vesting and payment, as allowed by law, of a participant’s executive deferred bonus award account upon the participant’s death, disability, retirement under certain circumstances, or change in control of the Company. (2) The amounts shown represent the market price of any unvested shares of restricted stock as of July 31, 2023. None of the named executive officers had any unvested stock options as of July 31, 2023, the last trading day of fiscal 2023. As explained above, previously unvested shares of restricted stock and stock options become immediately vested upon the events listed and subject to the conditions described above.