DEF 14A of Oil-Dri Corp of America, Oct 29, 2024

DEF 14A of Oil-Dri Corp of America

Filed Oct 29, 2024 · FY20240000074046-24-000083

Open on EDGAR

  1. Proposal 1 - Election of Directors

    Proposal 1 - Election of Directors Our Board currently consists of nine members, each of whose term of office expires at the 2024 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 and Lawrence E. Washow. The Company proposes that the following nine individuals be elected to our Board. 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 RECOMMENDS A VOTE “FOR”

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

  3. THE BOARD RECOMMENDS A VOTE “FOR”

    | | Daniel S. Jaffee | Age 60 | 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 RECOMMENDS A VOTE “FOR”

    | | Lawrence E. Washow | Age 71 | Director since 2013 | | | Vice Chairman of the Board of the Company 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 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 RECOMMENDS A VOTE “FOR”

    | | George C. Roeth | Age 63 | 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. Mr. Roeth also served as a Board Member for GP Act III Acquisition Corp. from February 2021 until December 2023. 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 RECOMMENDS A VOTE “FOR”

    | | Ellen-Blair Chube | Age 43 | Director since 2018 | | | Former 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 served as a Partner, the Managing Director and Client Service Officer at William Blair & Company through 2023. 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 the Chair 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 RECOMMENDS A VOTE “FOR”

    | | Paul M. Hindsley | Age 65 | 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 RECOMMENDS A VOTE “FOR”

    | | Michael A. Nemeroff | Age 61 | 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 Executive Committee 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 RECOMMENDS A VOTE “FOR”

    | | Amy L. Ryan | Age 45 | 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 RECOMMENDS A VOTE “FOR”

    | | Patricia J. Schmeda | Age 58 | 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 RECOMMENDS A VOTE “FOR”

    | | Allan H. Selig | Age 90 | 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. 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 $30,000 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 2024, Mr. Washow received an annual cash retainer of $15,000 as Chair of our Audit Committee, Ms. Chube received an annual cash retainer of $7,500 as Chair of our Compensation Committee and 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 2024. 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. 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 2024.

  13. Director Compensation Table

    Director Compensation Table

  14. 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 | $60,000(6) | $68,890 | $— | $— | $— | $— | $128,890 | | Paul M Hindsley | $59,000(7) | $68,890 | $— | $— | $— | $— | $127,890 | | Michael A. Nemeroff | $45,000 | $68,890 | $— | $— | $— | $— | $113,890 | | George C. Roeth | $67,000(8) | $68,890 | $— | $— | $20,236 | $— | $156,126 | | Amy L. Ryan | $47,000(7) | $68,890 | $— | $— | $— | $— | $115,890 | | Patricia J. Schmeda | $54,000 | $68,890 | $— | $— | $— | $— | $122,890 | | Allan H. Selig | $42,000 | $68,890 | $— | $— | $— | $— | $110,890 | | Paul E. Suckow | $6,000(9) | $— | $— | $— | $— | $— | $6,000 | | Lawrence E. Washow | $74,000(10) | $68,890 | $— | $— | $— | $— | $142,890 |

  15. Director Compensation Table

    (1) The Company has historically paid non-management directors meeting fees, which varied depending on whether such directors attended a Board meeting in-person or virtually. Since 2020, as a result of the COVID-19 pandemic, directors were paid at the in-person meeting rate for meetings that were held virtually. Further, the compensation received by our non-management directors consists of an annual cash retainer of $30,000. (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. (3) There were no option awards to directors in fiscal 2024, and our directors did not hold any options to purchase shares of our Common Stock as of July 31, 2024. (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. 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 serving in the role of Chair of our Compensation Committee and $7,500 for serving in the role of Chair 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 serving in the role of Lead Director. (9) Mr. Suckow did not stand for reelection at the 2023 Annual Meeting of Stockholders held on December 13, 2023. (10) Includes an annual retainer of $15,000 for serving in the role of Chair of our Audit Committee and a $5,000 fee for service on the Nominating Committee.

  16. 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. None of the named executive officers were awarded stock options during the years detailed below.

  17. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards ($) (1) | Non-Equity Incentive Plan Compensation ($) (2) | Nonqualified Deferred Compensation Earnings ($) (3) | All Other Compensation ($) (4) | Total ($) | | Daniel S. Jaffee | 2024 | $870,000 | | $7,973,750 | $1,466,559 | $51,057 | $242,150 | $10,603,516 | | President and CEO | 2023 | $840,533 | $— | $— | $1,512,959 | $46,574 | $896,957 | $3,297,023 | | Susan M. Kreh | 2024 | $500,000 | $— | $255,160 | $655,550 | $9,473 | $99,483 | $1,519,666 | | CFO and CIO | 2023 | $468,500 | $— | $68,775 | $655,900 | $5,941 | $135,955 | $1,335,071 | | Christopher B. Lamson | 2024 | $400,000 | $— | $255,160 | $449,520 | $1,471 | $96,285 | $1,202,436 | | Group Vice President of Retail and Wholesale | 2023 | $372,834 | $— | $68,775 | $447,400 | $35 | $64,295 | $953,339 |

  18. 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 2024 are reflected herein. (2) The 2024 amounts reflect: (i) annual incentive awards equal to 187.3% of target cash bonuses; (ii) executive deferred bonuses equal to 187.3% of target bonus to our named executive officers (other than our CEO); and (iii) a cash award equal to 187.3% 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 2024. 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 2024 are deferred and will be paid in full at the end of three years (July 31, 2027), provided the named executive officer is still employed by the Company at that time. (3) The amounts shown represent earnings from our executive deferred compensation plan that exceed 120% of the applicable federal rate. (4) The amounts shown in this column for fiscal 2024 are described in the following table:

  19. 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 ($) (E) | Total ($) | | Daniel S. Jaffee | $92,819 | $130,800 | $— | $18,531 | $— | $242,150 | | Susan M. Kreh | $7,500 | $25,520 | $9,203 | $20,000 | $37,260 | $99,483 | | Christopher B. Lamson | $10,800 | $36,540 | $7,324 | $20,435 | $21,186 | $96,285 |

  20. 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 $5,768, directed charitable donations of $86,000 and the remainder constituting remote access and related fees, airline club membership and periodical subscriptions. The perquisites received by Ms. Kreh are related to directed charitable donations paid by the Company. The perquisites received by Mr. Lamson are related to directed charitable donations paid by the Company as well as an executive physical exam and medical concierge service paid for by the Company. (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. (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 2024" below.

  21. Outstanding Equity Awards at Fiscal 2024 Year End

    Outstanding Equity Awards at Fiscal 2024 Year End The following table provides information on the unvested restricted stock held by the named executive officers as of July 31, 2024. None of the named executive officers held any unexercised stock options or equity incentive plan awards as of July 31, 2024.

  22. Outstanding Equity Awards at Fiscal 2024 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 | 175,000(2) | $11,392,500 | | Susan M. Kreh | 11,500(3) | $748,650 | | Christopher B. Lamson | 30,500(4) | $1,985,550 |

  23. Outstanding Equity Awards at Fiscal 2024 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, 2024, the last trading day of fiscal 2024, which was $65.10. (2) Restricted shares of Class B Stock that are scheduled to vest on the anniversaries of October 19, 2023 as follows: (i) 41,000 shares on the first and second anniversaries and (ii) 31,000 shares on the third, fourth, and fifth anniversaries. (3) Restricted shares of Common Stock that are scheduled to vest on the anniversaries of October 19, 2023 as follows: (i) 2,500 shares on the first anniversary, (ii) 5,000 shares on the second anniversary, and (iii) 4,000 shares on the fourth anniversary. (4) Restricted shares of Common Stock that are scheduled to vest as follows: (i) 6,000 shares on January 20, 2025, (ii) 6,000 shares on January 20, 2026, (iii) 2,500 shares on October 19, 2026, (iv) 12,000 shares on January 20, 2027, and (v) 4,000 shares on October 19, 2027.

  24. Pay Versus Performance

    Pay Versus Performance The following Pay Versus Performance (“PVP”) information presents the compensation of our NEOs in the Summary Compensation Table as well as Compensation Actually Paid (“CAP”) to our NEOs and certain performance measures prepared in accordance with Item 401(v) of Regulation S-K for each of fiscal years 2024, 2023 and 2022 (each, a “Covered Year”). In reviewing this information, please note that the CAP amounts do not necessarily represent actual compensation earned or realized by our NEOs in a given year but instead reflect 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).

  25. 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) | | 2024 | $10,603,516 | $10,942,016 | $1,361,051 | $1,437,356 | $199.44 | $39,425,959 | | 2023 | $3,297,023 | $6,560,023 | $1,144,205 | $2,374,405 | $189.08 | $29,551,441 | | 2022 | $1,770,610 | $1,091,860 | $1,171,918 | $1,007,843 | $87.80 | $5,674,097 |

  26. 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 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:

  27. Pay Versus Performance

    | Item and Value Added (Deducted) | 2024 | 2023 | 2022 | | For PEO: | | | | | SCT Total for PEO | $10,603,516 | $3,297,023 | $1,770,610 | | - SCT “Stock Awards” column value | $(7,973,750) | $— | $— | | - SCT “Option Awards” column value | $— | $— | $— | | + year-end fair value of outstanding equity awards granted in Covered Year | $8,137,500 | $— | $— | | +/- change in fair value of outstanding equity awards granted in prior years | $116,500 | $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 | $58,250 | $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 | $— | $— | $— | | Compensation Actually Paid to PEO | $10,942,016 | $6,560,023 | $1,091,860 |

  28. Pay Versus Performance

    | Item and Value Added (Deducted) | 2024 | 2023 | 2022 | | For Non-PEO Named Executive Officers (Average): | | | | | Average SCT Total for Non-PEO NEOs | $1,361,051 | $1,144,205 | $1,171,918 | | - SCT “Stock Awards” column value | $(255,160) | $(68,775) | $(596,500) | | - SCT “Option Awards” column value | $— | $— | $— | | + year-end fair value of outstanding equity awards granted in Covered Year | $260,400 | $156,925 | $527,450 | | +/- change in fair value of outstanding equity awards granted in prior years | $39,610 | $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 | $31,455 | $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 | $1,437,356 | $2,374,405 | $1,007,843 |

  29. Pay Versus Performance

    (3) For each covered year, our cumulative total shareholder return (“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.

  30. Nonqualified Deferred Compensation for Fiscal 2024

    Nonqualified Deferred Compensation for Fiscal 2024 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 2024, the Company offered contributions of up to six percent (6%) of a participant’s total compensation in fiscal 2024 less the amount of matched dollars to the participant under the Company’s 401(k) plan in the year. In fiscal 2024, the Company contributed $0 to Mr. Jaffee, $37,260 to Ms. Kreh and $21,186 to Mr. Lamson.

  31. 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, 2024, the last day of our most recently completed fiscal year, and when applicable, the closing sale price of our Common Stock on July 31, 2024, the last trading day of fiscal 2024, which was $65.10.

  32. 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 | $— | $11,392,500 | $11,392,500 | | Susan M. Kreh | | | | | Change in Control, Death, Disability | $295,428 | $748,650 | $1,044,078 | | Christopher B. Lamson | | | | | Change in Control, Death, Disability | $156,457 | $1,985,550 | $2,142,007 |

  33. 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, 2024. None of the named executive officers had any unvested stock options as of July 31, 2024, the last trading day of fiscal 2024. 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.