DEF 14A of WD 40 Co, Nov 2, 2023

DEF 14A of WD 40 Co

Filed Nov 2, 2023 · FY20230000105132-23-000080

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS At the annual meeting, the 11 nominees named below under the heading, Director Nominees, will be presented for election as directors to serve until the next annual meeting of stockholders when their successors may be elected or appointed. In the event any nominee is unable or declines to serve as a director at the time of the annual meeting, any proxy granted to vote for such nominee will be voted for a nominee designated by the present Board to fill such vacancy. A nominee for election to the Board will be elected as a director if the votes cast for such nominee’s election exceed the votes cast against such nominee’s election. Holders of common stock are not entitled to cumulate their votes in the election of directors. Withheld votes and broker non-votes are not counted as votes in favor of any nominee. If an incumbent director nominee fails to receive more votes for election as a director than votes against election, the incumbent director will continue to serve as a director until a successor is elected or appointed. However, pursuant to Corporate Governance Guidelines adopted by the Board, such director nominee will be expected to tender his or her resignation to the Corporate Governance Committee of the Board. The Corporate Governance Committee will promptly consider such resignation and present a recommendation to the Board to accept or reject such resignation for formal action to be taken within 90 days following the annual meeting. Article III, Section 3.2 of the Bylaws of the Company (amended and restated on June 19, 2023) provides that, unless otherwise specified in the Certificate of Incorporation, the authorized number of directors of the Company shall not be less than seven nor more than 12 until changed by amendment duly adopted by the stockholders. Within the specified limits, the exact number of directors is to be fixed from time to time by a resolution duly adopted by the Board or by the stockholders. By resolution of the Board adopted on April 28, 2023, the number of directors was fixed at 11, effective June 12, 2023. DIRECTOR NOMINEES

  2. ELECTION OF DIRECTORS

    | Director Nominees | Independent1 | Audit | Compensation | Corporate Governance | Finance | | Steven A. Brass | | | | | | | Cynthia B. Burks | ü | ü | ü | | | | Daniel T. Carter | ü | Chair2 | | ü | ü | | Eric P. Etchart | ü | | | Chair | ü | | Lara L. Lee | ü | ü | ü | | | | Edward O. Magee, Jr. | ü | ü | | | ü | | Trevor I. Mihalik | ü | ü2 | | ü | Chair | | Graciela I. Monteagudo | ü | ü | | | ü | | David B. Pendarvis | ü | ü | ü | | | | Gregory A. Sandfort | ü | | ü | ü | ü | | Anne G. Saunders | ü | | Chair | ü | |

  3. ELECTION OF DIRECTORS

    1The Board has determined that each director nominee (except for Mr. Brass): (i)has no material relationship with the Company (either directly or indirectly through an immediate family member or as a partner, stockholder or officer of an organization that has a relationship with the Company), and (ii)is an independent director as defined in the Marketplace Rules of The Nasdaq Stock Market LLC (the “Nasdaq Rules”). 2The Board determined that Mr. Carter and Mr. Mihalik are each an “audit committee financial expert” as defined by regulations adopted by the SEC.

  4. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Compensation for non-employee directors is set by the Board upon the recommendation of the Corporate Governance Committee. The Corporate Governance Committee conducts a biennial review of non-employee director compensation, and in October 2021, such review included consideration of a survey of director compensation for the same peer group of companies used by the Compensation Committee for the assessment of executive compensation. For fiscal year 2023, non-employee directors received compensation for services as directors pursuant to the Directors’ Compensation Policy and Election Plan (the “Director Compensation Policy”) adopted by the Board on October 12, 2021. Pursuant to the Director Compensation Policy, non-employee directors received a base annual fee of $60,000. The lead independent director or non-employee Chair received additional annual compensation of $24,000. Non-employee directors received additional cash compensation for service on various Board Committees. The Chair of the Audit Committee received $18,000 and each other member of the Audit Committee received $10,000. The Chair of the Compensation Committee received $12,000 and each other member of the Compensation Committee received $5,000. Each Chair of the Corporate Governance Committee and the Finance Committee received $10,000 and each other member of those committees received $5,000. All such annual fees were paid in March 2023. At the Company’s 2016 annual meeting, the Company’s stockholders approved the WD-40 Company 2016 Stock Incentive Plan (the “2016 Stock Incentive Plan”) to authorize the issuance of stock-based compensation awards to employees as well as to directors and consultants. In addition to the fees set forth above, the Director Compensation Policy provides for an annual grant of restricted stock unit (“RSU”) awards having a grant date value of approximately $80,000 to each non-employee director. Each RSU represents the right to receive one share of the Company’s common stock. On December 13, 2022, each non-employee director received a non-elective RSU award covering 480 shares of the Company’s common stock. Additional information regarding the RSU awards is provided in a footnote to the Director Compensation table below. Each non-employee director may elect to receive an RSU award in lieu of all or a portion of his or her base annual fee for service as a director. The number of shares of the Company’s common stock subject to each such RSU award granted to the non-employee directors equaled the elective portion of his or her base annual fee payable in RSUs divided by the fair market value of the Company’s common stock as of the date of grant. Pursuant to award agreements with non-employee directors, RSU awards are fully vested, entitled to dividend compensation equivalent to dividends declared and paid on the Company’s common stock, and settled in shares of the Company’s common stock upon termination of the director’s service as a director of the Company. The Company also maintains a Director Contributions Fund from which each incumbent non-employee director has the right each fiscal year to designate $6,000 in charitable contributions to be made by the Company to Section 501(c)(3) of the Code. DIRECTOR COMPENSATION TABLE – FISCAL YEAR 2023 The following Director Compensation table provides information concerning compensation earned by each non-employee director for services rendered in fiscal year 2023. Amounts reported in the following table under Fees Earned or Paid in Cash for each director depend on the various committees that each director served as a member or as chair during the fiscal year and whether the director served as the lead independent director or non-employee chair.

  5. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($)1 | Stock Awards ($)2 | All Other Compensation ($)3 | Total ($) | | Cynthia B. Burks | $75,000 | $79,930 | $— | $154,930 | | Daniel T. Carter | $88,000 | $79,930 | $6,000 | $173,930 | | Melissa Claassen4 | $70,000 | $79,930 | $6,000 | $155,930 | | Eric P. Etchart | $75,000 | $79,930 | $6,000 | $160,930 | | Lara L. Lee | $75,000 | $79,930 | $6,000 | $160,930 | | Edward O. Magee, Jr. | $75,000 | $79,930 | $6,000 | $160,930 | | Trevor I. Mihalik | $85,000 | $79,930 | $6,000 | $170,930 | | Graciela I. Monteagudo | $75,000 | $79,930 | $6,000 | $160,930 | | David B. Pendarvis | $75,000 | $79,930 | $6,000 | $160,930 | | Gregory A. Sandfort | $99,000 | $79,930 | $6,000 | $184,930 | | Anne G. Saunders | $77,000 | $79,930 | $6,000 | $162,930 |

  6. DIRECTOR COMPENSATION

    1Mr. Magee and Mses. Burks, Lee, Monteagudo, and Saunders elected to receive their fiscal year 2023 base annual fees of $60,000 in cash. Ms. Claassen and Messrs. Carter, Etchart, Mihalik, Pendarvis and Sandfort elected to receive RSU awards in lieu of cash for their base annual fees pursuant to elections made as permitted under the Director Compensation Policy. The number of shares underlying each director’s RSU award was rounded down to the nearest whole share. 2Amounts reported under Stock Awards represent the grant date fair value for non-elective RSU awards granted pursuant to the Director Compensation Policy. On December 13, 2022, each director received a non-elective RSU award covering 480 shares of the Company’s common stock. The grant date fair value of approximately $80,000 equals the closing price of the Company’s common stock on that the grant date, which was $166.52 multiplied by the number of shares underlying the RSU award. The number of shares underlying each director’s RSU award is rounded down to the nearest whole share. Outstanding RSUs held by each director as of October 16, 2023 are reported in footnotes to Security Ownership of Certain Beneficial Owners and Management table. 3Amounts represent charitable contributions made by the Company in fiscal year 2023 as designated by non-employee directors pursuant to the Company’s Director Contributions Fund. 4Ms. Claassen resigned from the Board effective June 12, 2023.

  7. Our Executive Compensation Programs Incorporate Strong Governance Features

    | •No Employment Agreements with Executive Officers | •Executive Officers are Subject to Stock Ownership Guidelines | | •No Supplemental Executive Retirement Plans for Executive Officers | •Executive Officers are Prohibited from Hedging or Pledging Company Stock | | •Long-Term Incentive Awards are Subject to Double-Trigger Vesting upon Change of Control | •No Backdating or Re-Pricing of Equity Awards | | •Annual and Long-Term Incentive Programs Provide a Balanced Mix of Goals for Profitability, Growth and Total Stockholder Return Performance | •Financial Goals for Performance-Based Equity Awards Never Reset | | • Incentive-based Compensation subject to Clawback Policy | •Independent Compensation Consultant Retained by the Compensation Committee of the Board |

  8. EXECUTIVE SUMMARY OF EXECUTIVE COMPENSATION DECISIONS AND RESULTS

    EXECUTIVE SUMMARY OF EXECUTIVE COMPENSATION DECISIONS AND RESULTS The compensation structure for the NEOs is comprised of three elements: base salary, retention-related equity compensation, and performance-related cash and equity compensation. Through the application of these elements, a significant portion of NEO realized compensation is directly tied to Company performance measured by increased earnings and total stockholder return (“TSR”). Performance-based compensation tied to earnings is based on earnings before interest, income taxes, depreciation (in operating departments) and amortization (“EBITDA”), not earnings per share. To measure NEO performance, the Company uses several EBITDA-based measures: •“Adjusted EBITDA” defined as EBITDA before deduction of stock-based compensation expense for any vested performance share unit (“PSU”) awards and excludes other non-operating income and expense amounts; •“Regional Adjusted EBITDA” defined as Adjusted EBITDA computed for each of the Company’s relevant financial reporting segments; and •“Global Adjusted EBITDA” defined as Adjusted EBITDA computed on a consolidated basis. Retention-related equity compensation includes restricted stock unit (“RSU”) awards that typically vest annually over a period of three years after grant, subject to earlier vesting upon the effective date of retirement under certain conditions. Retention-related equity compensation features are also reflected in our performance-based market share unit (“MSU”) awards that may be earned over a market return-based measurement period of three years. MSUs earned are subject to a three-year vesting cliff (or pro-rata vesting at the end of the applicable measurement period in the event of earlier retirement under certain conditions). Performance-related compensation includes (i) a Growth Reward Program, which is an annual cash payment opportunity that is tied to current fiscal year financial results (“GRP” or “Incentive Compensation”); (ii) MSU awards that are tied to a measure of TSR; and (iii) PSU awards that are tied to current fiscal year financial results that exceed levels required for maximum payment of the Incentive Compensation opportunity that is tied to Global Adjusted EBITDA Post-GRP. The foregoing compensation structure elements are described in greater detail in subsequent sections in this CD&A. As part of the framework for overall NEO compensation and assessment of compensation for each NEO in light of individual and Company performance, the Committee considers actual and target levels of compensation, short-term and long-term performance periods, labor market data, and peer group executive compensation. The Committee seeks to align individual NEO performance incentives with short-term and long-term Company objectives. The Committee assesses the effectiveness of the established framework for NEO compensation by reviewing each principal element of NEO compensation. The Committee considers measures of Company performance over multi-year periods, specifically including regional and global measures based on the Company’s Adjusted EBITDA, and relative Company performance compared to an established peer group of companies and a comparable market index. The Committee also considers the relative achievement of longer-term strategic objectives as to which each NEO is accountable. Information regarding NEO strategic objectives is provided in the Executive Officer Compensation Decisions for Fiscal Year 2023 section below under the heading, Base Salary: Process.

  9. THREE YEAR PERFORMANCE-BASED COMPENSATION REVIEW

    THREE YEAR PERFORMANCE-BASED COMPENSATION REVIEW For fiscal year 2023, the Company’s overall financial performance resulted in a modest level achievement of performance measure goals, which averaged 61.4% based on Global Adjusted EBITDA Pre-GRP and Regional Adjusted EBITDA for each of the three trading blocs, the Americas, EMEA, and Asia Pacific. The Company’s financial results for Regional Adjusted EBITDA to earn Incentive Compensation was varied, with the first level or Level A performance goal for the Americas and EMEA regions not being fully achieved, while the maximum first level goal for Adjusted EBITDA for the Asia Pacific region was achieved. The Company achieved approximately 60% of its first level or Level A goal for Global Adjusted EBITDA Pre-GRP and none of the second level or Level C goal for Global Adjusted EBITDA Post-GRP. Each of the NEOs identified for fiscal year 2023, except Mr. Rembolt and Ms. Olsem, earned Incentive Compensation equal to approximately 30% of their maximum Incentive Compensation opportunity because 50% of their opportunity was based on approximately 60% achievement of the first level goal for Global Adjusted EBITDA Pre-GRP. Mr. Rembolt was ineligible for Incentive Compensation based on his Retirement Date. Ms. Olsem earned approximately 38.3% of her maximum Incentive Compensation opportunity because she achieved approximately 77% of her Regional Adjusted EBITDA goal for the Americas and none of the second level goal for Global Adjusted EBITDA Post-GRP; each goal was weighted 50%. For fiscal year 2022, the Company’s overall financial performance resulted in relatively low achievement of performance measure goals due to the inflationary environment and global supply chain disruptions in fiscal year 2022 that most severely impacted the Americas and EMEA regions. The Company’s financial results for Regional Adjusted EBITDA under the Company’s Performance Incentive Program varied depending on the region. While the first level performance goal for the Americas or EMEA region was not achieved, the maximum first level goal for Adjusted EBITDA for the Asia Pacific region was achieved. The Company achieved 26.3% of the first level goal for Global Adjusted EBITDA and none of the second level goal for Global Adjusted EBITDA. Each of the NEOs identified for fiscal year 2022, other than Ms. Olsem, earned Incentive Compensation equal to approximately 13% of their Incentive Compensation opportunity because 50% of their opportunity was based on approximately 26.3% achievement of the first level goal for Global Adjusted EBITDA. Ms. Olsem did not earn any Incentive Compensation because the Regional Adjusted EBITDA goal for the Americas and the Global Adjusted EBITDA goal were not achieved. For fiscal year 2021, the Company’s overall financial performance resulted in a very high level of achievement of performance measure goals for Regional Adjusted EBITDA and Global Adjusted EBITDA under the Company’s Performance Incentive Program. With the exception of Regional Adjusted EBITDA for the Americas, which achieved 78% of the maximum for the first level goal for Adjusted EBITDA, the maximum first level goal for Adjusted EBITDA for the EMEA and Asia Pacific regions were achieved and the maximum first and second level goals for Global Adjusted EBITDA were achieved. As a result, for fiscal year 2021, each of the NEOs other than Ms. Olsem earned their maximum Incentive Compensation opportunity and Ms. Olsem earned approximately 89% of her maximum Incentive Compensation opportunity. For the three fiscal years ended August 31, 2023, the TSR for the Company’s shares fell below, by an absolute percentage point difference, the return for the Russell 2000® Index (the “Index”) by 20.7%. As a result, MSUs awarded to applicable NEOs in October 2020 did not vest and were forfeited. For the three fiscal years ended August 31, 2022, the TSR for the Company’s shares fell below, by an absolute percentage point difference, the return for the Russell 2000 by 10.9%. As a result, MSUs awarded to applicable NEOs in October 2019 did not vest and were forfeited. For the three fiscal years ended August 31, 2021, the TSR for the Company’s shares exceeded, by an absolute percentage point difference, the return for the Index by 23.6%. As a result, NEOs who were awarded MSUs in October 2018 received vested shares of the Company’s common stock equal to 200% of their respective target number of award shares, except for Ms. Olsem, who received 150% of her target number of award shares. For fiscal years 2023 and 2022, PSUs awarded in each such fiscal year were forfeited as of the end of the applicable fiscal year because the Company did not achieve the requisite level of Global Adjusted EBITDA for vesting. For fiscal year 2021, 100% of the PSUs awarded vested at the end of fiscal 2021 and restricted stock underlying such PSUs (net of shares withheld for taxes) were issued because Global Adjusted EBITDA exceeded the requisite level for maximum payment of the Incentive Compensation opportunity tied to Global Adjusted EBITDA Post-GRP.

  10. FISCAL YEAR 2023 COMPENSATION DECISIONS

    FISCAL YEAR 2023 COMPENSATION DECISIONS Compensation decisions for fiscal year 2023 were made in October 2022 based on individual and Company performance during fiscal year 2022 and a market survey conducted by the Committee’s independent compensation consultant, ClearBridge Compensation Group, LLC (“ClearBridge”). The following is a summary of such decisions made by the Committee for NEO compensation for fiscal year 2023: •For fiscal year 2023, base salaries were increased from fiscal year 2022 salary amounts for NEOs as follows: a 5% increase for all executive officers, except for Mr. Brass, who received an increase commensurate with his promotion to CEO on September 1, 2022 and Mr. Lindeman, who received a 10% increase in connection with his promotion to Vice President, Chief People, Culture and Capability Officer. The 5% increase for executive officers was aligned with the salary increase pool of 5% across the Company to help offset the pace of inflation. •Annual Incentive Compensation is awarded to the NEOs under the Company’s Performance Incentive Program as described below under the heading, Performance Incentive Program. Under the Performance Incentive Program, goals for Regional Adjusted EBITDA and Global Adjusted EBITDA Pre-GRP and Global Adjusted EBITDA Post-GRP were established at the beginning of the fiscal year. The Company’s performance as measured against these goals is described in detail below. •In October 2022, the NEOs received the following stock-based awards: •RSU awards providing for the issuance of a total of 9,882 shares of the Company’s common stock to be earned by continued employment by the Company over a vesting period of three years, subject to earlier vesting upon the effective date of retirement under certain conditions.1 These awards serve a retention purpose together with an incentive to maximize long term stockholder value through share price appreciation. •MSU awards subject to performance vesting covering a target number of shares of the Company’s common stock totaling 7,285 shares. If the Company’s TSR over the three-year measurement period matches the median return for the Index, the target number of shares of the Company’s common stock would vest and be issued to the NEOs. The actual number of shares to be issued to the NEOs will be from 0% to 200% of the target number of shares depending upon the Company’s TSR compared to the return for the Index.2. •PSU awards providing an opportunity to receive up to a maximum of 7,169 restricted shares of the Company’s common stock. The PSU awards provide for vesting at the end of fiscal year 2023 if the Company achieves a level of Global Adjusted EBITDA for the fiscal year in excess of the maximum goal for Global Adjusted EBITDA established for Incentive Compensation.3 The Company’s Global Adjusted EBITDA for fiscal year 2023 fell short of the maximum goal for Global Adjusted EBITDA established for Incentive Compensation. As a result, the PSU awards did not vest and were forfeited. 1 For a more complete description of the RSU awards, refer to the Executive Officer Compensation Decisions section below under Restricted Stock Unit or RSU Awards. 2 For a more complete description of the MSU awards, refer to the Executive Officer Compensation Decisions section below under Market Share Unit or MSU Awards. 3 For a more complete description of the PSU awards, refer to the Executive Officer Compensation Decisions section below under Performance Share Unit or PSU Awards. •Equity awards for fiscal year 2023 varied among the NEOs based on labor market compensation practices specific to the region of employment, relative achievement of individual performance measures and goals established for each NEO, as well as Company performance for fiscal year 2023 in areas over which each NEO had direct influence. •The Committee has considered the results of advisory Say-on-Pay votes in its decision-making for executive compensation of the NEOs and has concluded that no significant changes in executive compensation decisions and policies are warranted. For additional details on Say-on-Pay results, please refer to Item No. 2 Advisory Vote to Approve Executive Compensation (“Say-on-Pay”) above.

  11. TARGET PAY POSITION / MIX OF PAY

    TARGET PAY POSITION / MIX OF PAY The Company’s compensation program consists primarily of base salary, annual cash incentives, and long-term oriented equity awards. The Committee considers multiple factors when establishing target total compensation opportunities for executive officers (including base salary, target incentive compensation, and RSU, PSU and MSU equity awards). Specifically, compensation is determined considering internal factors (including, but not limited to, individual performance, complexity of job function, length of time within the position and anticipated contribution) as well as external market data. When using external market data, the Committee does not target a specific pay positioning. Instead, the Committee reviews the full range of market data, with a specific focus on market 50th percentile of total compensation as a reference point. The Committee then assesses internal factors for each executive officer, which results in final total target pay levels above or below the market 50th percentile, depending on the Committee’s individual assessment. Based on recent market analysis, executive officer target pay levels generally fall between the 25th and the 50th percentiles on average, with variability by individual. Actual compensation will vary from target based on the Company’s incentive compensation plan designs, which consider the Company’s performance. This approach is consistent with the Committee’s historic approach to assessing market data and setting target pay levels (i.e., considering a holistic assessment of relevant internal and external considerations, on an individual case-by-case basis). The mix of pay for executive officers is intended to provide significant incentives to drive overall Company performance and increased stockholder value. This mix consists of Salary and All Other Compensation amounts as reported in the Summary Compensation Table under Executive Compensation below, maximum possible values for RSUs, MSUs and PSUs (collectively, “Stock Awards”) as reported in the table in footnote 1 to the Summary Compensation Table, maximum possible non-equity incentive plan compensation amounts as reported in the Grants of Plan-Based Awards table under Executive Compensation below, and when applicable, bonus. The total of these maximum possible compensation amounts for NEOs is referred to as “Total Compensation Opportunity.” In the charts below, the Total Compensation Opportunity for the CEO, and for all other NEOs in the aggregate, has been divided among elements of compensation that are considered at risk (MSUs, tied to longer term relative stockholder return, and PSUs and Incentive Compensation, tied to current fiscal year financial performance), and those elements that are not performance-based and not considered at risk (Salary, All Other Compensation and RSUs). Approximately 72% of the CEO’s Total Compensation Opportunity for fiscal year 2023 was at risk while approximately 54% of the Total Compensation Opportunity for fiscal year 2023 for the other NEOs was at risk.

  12. COMPENSATION BENCHMARKING

    COMPENSATION BENCHMARKING Before making fiscal year 2023 compensation decisions in October 2022, the Committee examined the executive compensation practices of a peer group of 14 publicly traded companies to assess the competitiveness of the Company’s executive compensation. Peer group companies were selected from a list of U.S. headquartered companies having revenues, earnings, and market capitalization reasonably comparable to the Company and doing business in the specialty chemical industry or within specific consumer products categories. Compared to the prior year peer group, the list for fiscal year 2023 included an additional company, XPEL, Inc., which is a global provider of protective films and coatings that more closely meets the peer group criteria. In addition to peer group data, the Committee considered general industry company survey data provided by Korn Ferry Hay Group, a global management consulting firm. The Committee applied these data sources to establish the market median level of compensation for each executive officer position. The peer group companies used in the analysis for fiscal year 2023 compensation decisions were as follows:

  13. COMPENSATION BENCHMARKING

    | •American Vanguard Corporation | •Livent Corporation | | •Balchem Corporation | •Prestige Consumer Healthcare, Inc. | | •Chase Corporation | •Quaker Chemical Corporation | | •Dorman Products, Inc. | •Sensient Technologies Corporation | | •Hawkins, Inc. | •Stoneridge Inc. | | •Ingevity Corporation | •USANA Health Sciences, Inc. | | •Innospec Inc. | •XPEL, Inc. |

  14. PERFORMANCE INCENTIVE PROGRAM

    PERFORMANCE INCENTIVE PROGRAM The Company uses its Performance Incentive Program to tie executive officer compensation to the Company’s financial performance. For NEOs, Incentive Compensation opportunities for fiscal year 2023 were based on goals for three corporate performance measures: (i) Regional Adjusted EBITDA; (ii) Global Adjusted EBITDA Pre-GRP; and/or (iii) Global Adjusted EBITDA Post-GRP. In computing the financial results to be measured against the goals established for Regional Adjusted EBITDA, Global Adjusted EBITDA Pre-GRP, and Global Adjusted EBITDA Post-GRP performance measures, the Company may exclude certain expenditures as approved by the Committee. For fiscal year 2023, no such exclusions were applicable. The Company’s Incentive Compensation program is designed to fund the Incentive Compensation payout to employees, including NEOs, from earnings growth over the prior fiscal year. Even if the Company does not achieve growth in Global Adjusted EBITDA Post-GRP over the prior fiscal year, it is possible that Ms. Olsem will earn Incentive Compensation because 50% of her Incentive Compensation opportunity is based on Regional Adjusted EBITDA. Depending upon performance, the Incentive Compensation opportunities for fiscal year 2023 could reach up to 200% of base salary for Mr. Brass, up to 110% of base salary for Ms. Hyzer and Ms. Olsem, up to 100% of base salary for Mr. Lindeman, and up to 90% of base salary for Ms. Kiamilev. Mr. Rembolt was ineligible for an Incentive Compensation opportunity for fiscal year 2023 because he was not employed by the Company on June 30, 2023, which is the program’s eligibility cutoff date. The Performance Incentive Program provides two performance measure levels applicable to NEOs: Levels A and C. These two performance measure levels or goals are applied for NEOs to calculate earned Incentive Compensation and to provide enhanced incentives to achieve maximum Global Adjusted EBITDA results for the benefit of stockholders. For NEOs, each level represented 50% of the maximum Incentive Compensation potential (“Annual Opportunity”). The maximum Incentive Compensation payout for Ms. Olsem required achievement of specified goals for Regional Adjusted EBITDA (Level A) and Company performance that equaled the maximum goal amount for Global Adjusted EBITDA Post-GRP (Level C) each described below. For Mr. Brass, Ms. Hyzer, Mr. Lindeman, and Ms. Kiamilev (each of whom has global rather than regional responsibilities), the maximum Incentive Compensation payouts required achievement of specified goals for Global Adjusted EBITDA for each of Levels A (Pre-GRP) and C (Post-GRP). Target and maximum payouts for NEOs for the fiscal year 2023 Performance Incentive Program are disclosed below in the table under the heading, Grants of Plan-Based Awards - Fiscal Year 2023. The following table sets forth the fiscal year 2023 Incentive Compensation payout weightings and the minimum and maximum goals for the performance measures applicable to each of the NEOs, except for Mr. Rembolt, who was ineligible based on his retirement date. The minimum and maximum Level A goals for Regional Adjusted EBITDA and Global Adjusted EBITDA were based on earnings before deduction of Incentive Compensation (or Global Adjusted EBITDA Pre-GRP). The minimum and maximum Level C goals for Global Adjusted EBITDA were based on earnings after deduction of an estimate of the maximum possible Incentive Compensation for Levels A and B, but before deduction of Incentive Compensation for Level C (or Global Adjusted EBITDA Post-GRP).

  15. PERFORMANCE INCENTIVE PROGRAM

    | | | Steven A. Brass | | | | | | | Sara K. Hyzer | | Minimum Goal | Maximum Goal | | | | Phenix Q. Kiamilev | | FY 2023 | FY 2023 | | Level | Performance Measure | Jeffrey G. Lindeman | Patricia Q. Olsem | ($ thousands) | ($ thousands) | | A | Regional EBITDA (Americas) | N/A | 50% | $57,504 | $70,506 | | A | Global EBITDA Pre-GRP | 50% | N/A | $93,134 | $109,041 | | C | Global EBITDA Post-GRP | 50% | 50% | $97,791 | $100,585 |

  16. PERFORMANCE INCENTIVE PROGRAM

    The following table sets forth the fiscal year 2023 performance and percentage achievement for each performance measure under the Performance Incentive Program formulas applicable to NEOs (excluding Mr. Rembolt).

  17. PERFORMANCE INCENTIVE PROGRAM

    | Level | Performance Measure | Actual FY 2023 ($ thousands) | % Achievement | | A | Regional EBITDA (Americas) | $67,850 | 76.6% | | A | Global EBITDA Pre-GRP | $102,680 | 60.0% | | C | Global EBITDA Post-GRP | $94,734 | 0.0% |

  18. PERFORMANCE INCENTIVE PROGRAM

    Achievement of the maximum goals for Regional Adjusted EBITDA and Levels A and C of Global Adjusted EBITDA is intended to be attainable through the concerted efforts of management teams working in their own regions and areas of responsibility and for the Company as a whole. Based on the Company’s fiscal year 2023 performance and the Committee’s certification of the relative attainment of each performance measure under the Performance Incentive Program, the payouts for our NEOs were calculated. On October 5, 2023, the Committee approved payment of the following Incentive Compensation to NEOs for fiscal year 2023 performance:

  19. PERFORMANCE INCENTIVE PROGRAM

    | Named Executive Officer | Title | FY 2023 Annual Opportunity (As % of Base Salary) | FY 2023 Incentive Compensation Paid ($) | FY 2023 Actual Incentive Compensation (As % of Opportunity) | | Steven A. Brass | CEO | 200% | $355,809 | 30% | | Sara K. Hyzer | CFO | 110% | $103,212 | 30% | | Jay W. Rembolt1 | former CFO | 90% | $— | 0% | | Phenix Q. Kiamilev | Vice President, General Counsel and Corporate Secretary | 90% | $76,840 | 30% | | Jeffrey G. Lindeman | Vice President, Chief People, Culture and Capability Officer | 100% | $89,595 | 30% | | Patricia Q. Olsem | Division President, Americas | 110% | $145,870 | 38% |

  20. PERFORMANCE INCENTIVE PROGRAM

    1 Mr. Rembolt retired from his role as CFO effective October 31, 2022 (and from the Company as an employee effective January 6, 2023). Consequently, he was not eligible for any Incentive Compensation. To illustrate how the Performance Incentive Program with Levels A and C works, Ms. Kiamilev’s Incentive Compensation of $76,840 for fiscal year 2023 was generally computed as follows: •Incentive Compensation Annual Opportunity = 90% x Base Salary ($285,206) = $256,686 •Level A (Global Adjusted EBITDA Pre-GRP) = 50% of Annual Opportunity = $128,343 — Level A Incentive Compensation = Level A Achievement (≈60%) x Level A Annual Opportunity = $76,840 •Level C (Global Adjusted EBITDA Post-GRP) = 50% of Annual Opportunity = $128,343 — Level C Incentive Compensation = Level C Achievement (0%) x Level C Annual Opportunity = $0 •Level A Incentive Compensation + Level C Incentive Compensation = $76,840 + $0 = $76,840

  21. EQUITY COMPENSATION

    EQUITY COMPENSATION Equity compensation is a critical component of the Company’s efforts to attract and retain executives and key employees, encourage employee ownership in the Company, link pay with performance and align the interests of executive officers with those of stockholders. To provide appropriately directed incentives to our executive officers, the Company grants awards of RSUs, MSUs and PSUs. Equity awards for fiscal year 2023 were granted to NEOs pursuant to the Company’s 2016 Stock Incentive Plan. In October 2022, RSU and MSU awards for fiscal year 2023 were granted. Except for Mr. Rembolt whose equity award was entirely RSUs to ensure a successful transition of the CFO role in light of his pending retirement from the Company on January 6, 2023, the awards for other NEOs were divided equally between the two types of awards, RSUs and MSUs. MSU awards provide for vesting after a three-year measurement period, as described in more detail below. In addition to the RSU and MSU awards, the NEOs, except for Mr. Rembolt, were also granted PSU awards in October 2022. Compared to the retention and long-term performance-based attributes of the RSU and MSU awards, the PSU awards provide a near-term incentive. If the applicable performance measures are achieved, PSU awards vest at the end of the fiscal year for which they are granted. RSU, MSU and PSU awards are subject to terms and conditions set forth in an applicable award agreement (the “Award Agreement”). The principal attributes and benefits of equity awards for executive officers are as follows: •RSU awards provide for annual vesting in relatively equal portions over three years from the grant date, subject to earlier vesting upon the effective date of retirement under certain conditions. •MSU awards provide for performance-based vesting tied to the Company’s TSR over a performance measurement period of three fiscal years beginning with the fiscal year in which the awards are granted and ending on August 31st of the third year. The change in the value of the Company’s common stock assumes the reinvestment of dividends and compares the Company’s TSR against the Index. •PSU awards provide for performance-based vesting tied to the Company’s Global Adjusted EBITDA achievement for the fiscal year in which the awards are granted in excess of the maximum goal for Global Adjusted EBITDA under Level C of the Company’s Performance Incentive Program. •RSU and MSU awards provide for the issuance of shares of the Company’s common stock upon vesting. •PSU awards provide for the issuance of restricted shares of the Company’s common stock upon vesting. These issued shares are restricted to the extent that they may not be sold before termination of employment. •A mix of equity awards is more balanced compared to RSU awards alone or other equity awards, such as stock options, because: (i) annual MSU awards provide a more direct performance-based incentive aligned directly with longer term stockholder interests; (ii) RSU awards have a higher perceived value to recipients than stock options; (iii) PSU awards offer a reward for exceeding the highest goal for near-term financial results for the Company; (iv) equity awards have a less dilutive impact on total outstanding shares than stock options; and (v) holding shares of the Company’s common stock (and earning dividends) encourages long-term stock ownership, promotes retention and supports compliance with the Company’s stock ownership guidelines (described below in the Other Compensation Policies section, under the heading, Executive Officer Stock Ownership Guidelines). The Board recognizes the potentially dilutive impact of equity awards. Accordingly, the Company’s equity award practices are designed to balance the impact of dilution and the Company’s need to remain competitive by recruiting, retaining, and providing incentives for high-performing employees.

  22. Restricted Stock Unit Awards

    Restricted Stock Unit Awards RSU awards provide for the issuance of shares of the Company’s common stock upon vesting provided that the employee remains employed with the Company on the applicable vesting date (except for termination of employment due to death or disability or vesting upon retirement as noted below). Except as otherwise noted, RSU awards vest annually over three years from the grant date, with 34% vesting on the 1st vesting date and 33% vesting on 2nd and 3rd vesting date. The vesting date each year is the third business day following the Company’s public release of its annual earnings for the fiscal year, but not later than November 15. Award Agreements provide that for employees who retire from the Company after reaching age 65, or employees who retire from the Company after reaching age 55 and have been employed by the Company for at least 10 years, all RSUs will vest upon the effective date of retirement. The Committee believes that this vesting approach is (i) consistent with market practices, (ii) easy to administer, and (iii) preserves the benefit of acceleration, which occurs only upon actual retirement. Payment of required withholding taxes due to the vesting of the RSU awards are covered through withholding of shares by the Company. The Company issues a net number of RSU shares after withholding shares having a value as of the vesting date, or as of the date of issuance in the case of death, disability or retirement, equal to the required tax withholding obligation.

  23. Market Share Unit or MSU Awards

    Market Share Unit or MSU Awards MSU awards provide for vesting over a performance measurement period of three fiscal years commencing with the fiscal year in which the MSU awards are granted (the “MSU Measurement Period”). Except as noted below with respect to vesting upon death, disability or retirement, employees must remain employed with the Company until the date on which the Committee certifies achievement of the requisite performance provided for in the MSU Award Agreement. Shares of the Company’s common stock equal to an “Applicable Percentage” of the “Target Number” of shares covered by the MSU awards to NEOs will be issued on the Settlement Date (defined below). The Applicable Percentage is determined by the performance provisions of the MSU Award Agreements described below. The Settlement Date for an MSU award is the third business day following the Company’s public release of its annual earnings for the third fiscal year of the MSU Measurement Period. Award Agreements provide for monthly pro-rata vesting of MSUs as of the end of the MSU Measurement Period in the event of the earlier termination of employment due to death, disability, or retirement after reaching age 65, or retirement after reaching age 55 with at least 10 years of employment with the Company. To calculate the number of MSUs vested and the corresponding number of shares to be issued on the Settlement Date, the Target Number of shares covered by the MSU awards will be adjusted according to the pro-rata portion of the Measurement Period that has elapsed as of the effective date of termination of employment. The Committee may also exercise its discretion to provide for monthly pro-rata vesting of MSUs awarded to an employee who resigns or is terminated by the Company for reasons other than good cause. Payment of required withholding taxes due to the settlement of an MSU award, if any, will be covered through withholding of shares by the Company. The Company will issue a net number of MSU shares after withholding shares having a value on the Settlement Date equal to the required tax withholding obligation. The performance provisions of MSU awards are based on relative TSR for the Company over the MSU Measurement Period compared to the total return (“Return”) for the Index reported for total return (with dividends reinvested), as published by Russell Investments. To compute the relative TSR for the Company compared to the Return for the Index, dividends paid will be treated as reinvested as of the ex-dividend date for each declared dividend. The Applicable Percentage of the Target Number of shares will be determined for NEOs based on the absolute percentage point difference between the TSR for the Company compared to the Return for the Index (the “Relative TSR”) as set forth in the table below:

  24. Market Share Unit or MSU Awards

    | Relative TSR (absolute percentage point difference) | Applicable Percentage | | ≥ 20% | 200% | | 15% | 175% | | 10% | 150% | | 5% | 125% | | Equal | 100% | | -5% | 75% | | -10% | 50% | | >-10% | 0% |

  25. Market Share Unit or MSU Awards

    The Applicable Percentage will be determined on a straight-line sliding scale from the minimum 50% Applicable Percentage achievement level to the maximum 200% Applicable Percentage achievement level. To determine the TSR for the Company and the Return for the Index, the beginning and ending values for each measure will be determined by taking the average closing price on all market trading days within the 90 calendar days prior to the beginning of the fiscal year for the beginning of the MSU Measurement Period and all market trading days within the 90 calendar days prior to the end of the third fiscal year of the MSU Measurement Period. In the event of a Change in Control (as defined in the 2016 Stock Incentive Plan), the MSU Measurement Period will end as of the effective date of the Change in Control and the ending values for calculating the TSR for the Company and the Return for the Index will be determined based on the closing price of the Company’s common stock and the value of the Index, respectively, immediately prior to the effective date of the Change in Control. The Applicable Percentage will be applied to a proportionate amount of the Target Number of MSUs based on the portion of the Measurement Period elapsed as of the effective date of the Change in Control. The NEO will receive RSUs for the portion of the Target Number of MSUs to which the Applicable Percentage is not applied. Those RSUs will time vest, subject to rights under the NEO’s Change of Control Severance Agreement, as of the Settlement Date.

  26. Performance Share Unit or PSU Awards

    Performance Share Unit or PSU Awards PSU awards provide for vesting over a performance measurement period of the fiscal year in which the PSU awards are granted (the “PSU Measurement Year”). The PSU awards provide for vesting of PSUs equal to an “Applicable Percentage” of the “Maximum Number” of PSUs awarded to the NEOs as of the conclusion of the PSU Measurement Year. The Applicable Percentage is determined by reference to the vesting provisions of the PSU Award Agreement as described below. Restricted shares of the Company’s common stock equal to the number of vested PSUs will be issued as of the “Settlement Date.” The restricted shares issued upon vesting of the PSUs will be subject to a restrictive endorsement and may not be sold before termination of employment. The Settlement Date for vested PSU awards is the third business day following the Company’s public release of its annual earnings for the PSU Measurement Year. Award Agreements provide for monthly pro-rata vesting of PSUs as of the end of the PSU Measurement Year in the event of the earlier termination of employment due to death, disability, or retirement after reaching age 65, or retirement after reaching age 55 with at least 10 years of employment with the Company. To calculate the number of shares to be issued upon vesting of the PSUs, the Maximum Number of shares covered by the PSU awards will be adjusted according to the pro-rata portion of the PSU Measurement Year that has elapsed as of the effective date of termination of employment. Payment of required withholding taxes due with respect to the settlement of any vested PSU award is covered through withholding of shares by the Company. The Company issues a net number of PSU shares after withholding shares having a value as of the Settlement Date equal to the required tax withholding obligation. The vesting provisions of the PSUs are based on relative achievement within an established performance measure range of the Company’s Global Adjusted EBITDA for the PSU Measurement Year. For fiscal year 2023, the established performance targets for PSUs to vest are set forth in the table below:

  27. Performance Share Unit or PSU Awards

    | Global Adjusted EBITDA | Applicable Percentage | | ≥ $106,299,000 | 100% | | $100,871,000 | 5% | | < $100,871,000 | 0% |

  28. Performance Share Unit or PSU Awards

    If Global Adjusted EBITDA exceeds the performance target set at 5%, then the Applicable Percentage is determined on a straight-line basis from the implied zero percentage achievement level of $100,585,000 to the 100% Applicable Percentage achievement level, but the Applicable Percentage shall not exceed 100%.

  29. EQUITY AWARDS – FISCAL YEAR 2023

    EQUITY AWARDS – FISCAL YEAR 2023 For fiscal year 2023, equity awards to our executive officers were generally granted to satisfy goals for executive officer retention, to provide incentives for current and future performance, and to meet objectives for overall levels of compensation and pay mix. Equity awards granted to NEOs by the Committee in October 2022 are set forth below in the table under the heading, Grants of Plan-Based Awards - Fiscal Year 2023. In establishing award levels in October 2022 for the NEOs who would remain with the Company throughout fiscal year 2023, the Committee placed emphasis on long-term retention goals and desired incentives for current and future contributions. The RSU and MSU awards in October 2022 to our CEO were, consistent with past practice, larger than the awards to the other NEOs in recognition of his higher level of responsibility for overall Company performance and based upon market data that supports a higher level of equity compensation for our CEO. RSU awards and Target Number of shares covered by MSU awards were determined for each NEO based on an assessment of the NEO’s achievement of individual performance goals as well as Company performance for fiscal year 2022 in areas over which the NEO had particular influence. The PSU awards were established by reference to each NEO’s Incentive Compensation opportunity based on fiscal year 2022 base salary and fiscal year 2023 maximum Incentive Compensation opportunity; the share equivalent value of the PSUs awarded to NEOs as of the date of grant equals 50% of the NEO’s maximum Incentive Compensation opportunity.

  30. Market Share Unit or MSU Award Vesting for Three Fiscal Year Performance Achievement

    Market Share Unit or MSU Award Vesting for Three Fiscal Year Performance Achievement On October 5, 2023, the Committee reviewed the performance measure applicable to MSU awards granted to the NEOs in October 2020. The Committee assessed the Company’s relative TSR compared to the Return for the Index for the performance Measurement Period ended August 31, 2023 to calculate the number of shares of the Company’s common stock for those MSU awards vesting, if any. The relative TSR compared to the Return for the Index (as an absolute percentage point difference) over the three fiscal year Measurement Period ending August 31, 2023 was 20.7% lower. As a result, based on the table above in the description of the MSU awards, the Committee certified that the Applicable Percentage of the Target Number of shares underlying the MSU awards granted in October 2020 was 0% for each of the NEOs. The following table sets forth the Target Number of shares underlying the MSU awards granted to each NEO in October 2020, none of which vested and were forfeited:

  31. Performance Share Unit or PSU Award Vesting for Fiscal Year 2023 Performance Achievement

    Performance Share Unit or PSU Award Vesting for Fiscal Year 2023 Performance Achievement PSU awards granted to the NEOs in October 2022 as shown in the Grants of Plan-Based Awards – Fiscal Year 2023 table below in the Executive Compensation section did not vest and were forfeited without any value to the NEOs. The Company’s Global Adjusted EBITDA (as described above in the description of PSU awards) was not attained as required for vesting; the Company achieved $94,876,000 for fiscal year 2023.

  32. POST-EMPLOYMENT OBLIGATIONS

    POST-EMPLOYMENT OBLIGATIONS The Company has change of control severance agreements with each of the NEOs. The specific terms of the agreements are described below under the heading, Change of Control Severance Agreements. In establishing the terms and conditions of these agreements, consideration was given to including severance compensation in the event of termination of employment without cause (or for good reason) without regard to a change of control of the Company. No such provisions were included, and severance compensation is payable only following a “double-trigger”: termination of employment without “cause” or for “good reason” within two years following a “change of control” of the Company (as defined in these agreements). The Committee believes that the change of control severance agreements help ensure the best interests of stockholders by fostering continuous employment of key management personnel. As is the case in many public companies, the possibility of an unsolicited change of control exists. The uncertainty among management that can arise from a possible change of control can result in the untimely departure or distraction of key executive officers. Reasonable change of control severance agreements reinforce continued attention and dedication of executive officers to their assigned duties and support the Committee’s objective of retaining high quality executives.

  33. OTHER COMPENSATION POLICIES

    Compliance is determined using the higher of cost or current fair market value for shares of the Company’s common stock held outright and, if applicable, shares underlying vested equity awards held by the executive officers. As of October 16, 2023, all NEOs comply with the established guidelines of stock ownership. CLAWBACK POLICY On June 19, 2023, the Board, in accordance with the recommendation of the Compensation Committee, adopted a clawback policy, which became effective October 2, 2023. The clawback policy applies to current and former executive officers of the Company as defined in Rule 10D‑1(d) under the Exchange Act and will be administered by the Compensation Committee. In the event that the Company is required to prepare an accounting restatement to correct the Company’s material noncompliance with any financial reporting requirement under securities laws, including restatements that correct an error in previously issued financial statements (a) that is material to the previously issued financial statements or (b) that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (each a “restatement”), the Company shall recover erroneously awarded incentive-based compensation from its officers. The recovery of such compensation applies regardless of (i) whether an officer engaged in misconduct or otherwise caused or contributed to the requirement for a restatement, and (ii) whether or when the Company files restated financial statements. TAX CONSIDERATIONS Section 162(m) of the Code limits the deductibility of compensation payable in any tax year to certain covered executive officers. Section 162(m) generally provides that a company covered by the statute cannot deduct compensation paid to its most highly paid executive officers to the extent that such compensation exceeds $1 million per officer per taxable year. While the Committee will always seek to maximize the deductibility of compensation paid to the Company’s executive officers, the Committee provides total compensation to the executive officers in line with competitive practice, the Company’s compensation philosophy, and the interests of stockholders. Therefore, the Company presently pays some compensation to its executive officers that may not be deductible under Section 162(m) and it is anticipated that the Company will continue to do so. ACCOUNTING CONSIDERATIONS We follow Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC Topic 718”) for our stock-based compensation awards. ASC Topic 718 requires companies to measure the compensation expense for share-based payment awards made to employees and directors, including restricted stock awards and performance-based awards, based on the grant date fair value of these awards. Depending upon the type of performance conditions applicable to performance-based awards, ASC Topic 718 may require the recording of compensation expense over the service period for the award (usually, the vesting period) based on the grant date value (such as for our MSUs) or compensation expense may be recorded based on the expected probability of vesting over the vesting period, subject to adjustment as such probability may vary from period to period (such as for our PSUs). This calculation is performed for accounting purposes and amounts reported in the compensation tables below are based on the compensation expense expected to be recorded over the vesting periods for the awards, determined as of the grant date for the awards. In the case of our MSUs, the grant date values fix the compensation expense to be recorded over the vesting period. These amounts are reported even though our executive officers may realize more or less value from their MSU awards depending upon the actual level of achievement of the applicable performance measure. In the case of our PSUs, no value is included in the Summary Compensation Table or in the table under Grants of Plan-Based Awards – Fiscal Year 2023 because ASC Topic 718 requires that we assess the probability of vesting of the PSUs as of the grant date. As of the grant date, we did not consider it probable that the PSUs would become vested even though it was possible that our executive officers would receive shares upon vesting of the PSUs following the end of the fiscal year upon achievement of the applicable performance measure.

  34. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table shows information for the three fiscal years ended August 31, 2023, August 31, 2022, August 31, 2021 concerning the compensation of our CEO, our CFO, former CFO, and the three most highly compensated executive officers other than the CEO, CFO and former CFO as of the end of fiscal year 2023 (collectively, “NEOs”):

  35. SUMMARY COMPENSATION TABLE

    | Name and Principal Position(s) | Year | Salary | Stock Awards1 | Non-Equity Incentive Plan Compensation2 | All Other Compensation3 | Total | | Steven A. Brass | 2023 | $600,000 | $1,394,168 | $355,809 | $108,676 | $2,458,653 | | CEO | 2022 | $457,583 | $825,029 | $96,091 | $101,180 | $1,479,882 | | | 2021 | $446,422 | $787,292 | $714,275 | $97,156 | $2,045,145 | | Sara K. Hyzer4 | 2023 | $315,000 | $321,417 | $103,212 | $96,672 | $836,301 | | CFO | | | | | | | | Jay W. Rembolt5 | 2023 | $135,364 | $434,452 | $— | $143,103 | $712,919 | | former CFO | 2022 | $335,186 | $360,772 | $43,992 | $108,469 | $848,419 | | | 2021 | $327,011 | $295,136 | $327,011 | $106,787 | $1,055,945 | | Phenix Q. Kiamilev6 | 2023 | $285,206 | $294,663 | $76,840 | $95,591 | $752,300 | | VP, General Counsel | 2022 | $271,625 | $262,984 | $32,001 | $90,355 | $656,965 | | and Corporate Secretary | | | | | | | | Jeffrey G. Lindeman7 | 2023 | $300,000 | $294,663 | $89,595 | $95,048 | $779,306 | | VP, Chief People, Culture | | | | | | | | and Capability Officer | | | | | | | | Patricia Q. Olsem | 2023 | $346,934 | $402,050 | $145,870 | $109,852 | $1,004,706 | | Division President, Americas | 2022 | $330,413 | $360,772 | $- | $101,075 | $792,260 | | | 2021 | $300,375 | $344,391 | $294,072 | $95,166 | $1,034,004 |

  36. SUMMARY COMPENSATION TABLE

    1Stock Awards other than PSUs for fiscal years 2023, 2022, and 2021 are reported at their grant date fair values. Grant date fair value assumptions and related information is set forth in Note 2, Basis of Presentation and Summary of Significant Accounting Policies under the subsection “Stock-based Compensation” and Note 14, Stock-based Compensation, to the Company’s financial statements included in the Company’s Annual Report on Form 10-K filed on October 23, 2023. Stock Awards consisting of MSUs awarded in fiscal years 2023, 2022, and 2021 are included based on the value of 100% of the target number of shares of the Company’s common stock to be issued upon achievement of the applicable performance measure. Stock Awards consisting of PSUs awarded for fiscal years 2023, 2022, and 2021 are reported as having no value under applicable disclosure rules and ASC Topic 718 due to the lack of any expected probability of vesting of the PSUs as of their respective grant dates, as discussed above in the CD&A section under the heading, Accounting Considerations. For achievement of the highest level of the applicable performance measure for the MSUs granted in fiscal year 2020, the NEOs other than Ms. Olsem would have received 200% of the target number of shares, and Ms. Olsem would have received 150% of the target number of shares. Since neither level of the applicable performance measures for the PSUs granted in fiscal year 2023 was achieved, NEOs did not earn these PSUs and they were forfeited. The following table sets forth the amounts that would have been included in Stock Awards for fiscal years 2023, 2022, and 2021 for each of the NEOs based on the grant date fair values and the maximum number of shares targeted to be received under MSU and PSU award agreements.

  37. SUMMARY COMPENSATION TABLE

    | Named Executive Officer | Year | RSUs | MSUs (Maximum) | PSUs/DPUs (Maximum) | Total Stock Awards | | Steven A. Brass | 2023 | $627,672 | $1,532,992 | $589,264 | $2,749,928 | | | 2022 | $390,025 | $870,008 | $352,449 | $1,612,482 | | | 2021 | $389,330 | $795,923 | $352,160 | $1,537,413 | | Sara K. Hyzer | 2023 | $144,706 | $353,422 | $170,160 | $668,288 | | Jay W. Rembolt | 2023 | $434,452 | $— | $— | 434,452 | | | 2022 | $170,552 | $380,441 | $161,340 | $712,333 | | | 2021 | $145,950 | $298,372 | $161,168 | $605,490 | | Phenix Q. Kiamilev | 2023 | $132,661 | $324,004 | $125,918 | $582,583 | | | 2022 | $124,323 | $277,321 | $117,710 | $519,354 | | Jeffrey G. Lindeman | 2023 | $132,661 | $324,004 | $147,188 | $603,853 | | Patricia Q. Olsem | 2023 | $181,008 | $442,084 | $187,346 | $810,438 | | | 2022 | $170,552 | $380,441 | $162,931 | $713,924 | | | 2021 | $170,308 | $348,167 | $162,946 | $681,421 |

  38. SUMMARY COMPENSATION TABLE

    2Amounts reported as Non-Equity Incentive Plan Compensation represent Incentive Compensation payouts under the Company’s Performance Incentive Program as described in the narrative preceding the Summary Compensation Table and in the CD&A section of this Proxy Statement. Threshold, target and maximum payouts for each of the NEOs for fiscal year 2023 are set forth below in the table under the heading, Grants of Plan-Based Awards - Fiscal Year 2023. 3All Other Compensation for each of the NEOs includes the following items: (i) employer profit sharing and matching contributions to the Company’s 401(k) Plan (“Retirement Benefits”); (ii) dividend equivalent amounts paid to Mr. Brass and Ms. Olsem for vested DPUs that will not be settled in shares until termination of employment (“Dividend Equivalents”); (iii) perquisites and benefits which include group life, medical, dental, vision, wellness and other insurance benefits (“Welfare Benefits”); and (iv) vehicle allowance costs which include lease or depreciation expense, fuel, maintenance and insurance costs (“Vehicle Allowance”). The following table specifies the amounts included in All Other Compensation for fiscal year 2023 for each of the NEOs:

  39. SUMMARY COMPENSATION TABLE

    | Named Executive Officer | Retirement Benefits | Dividend Equivalents | Death Benefits | Welfare Benefits | Vehicle Allowance | Total All Other Compensation | | Steven A. Brass | $53,611 | $353 | $- | $40,235 | $14,477 | $108,676 | | Sara K. Hyzer | $53,611 | $- | $- | $25,061 | $18,000 | $96,672 | | Jay W. Rembolt | $53,611 | $756 | $3,394 | $12,798 | $72,544 | $143,103 | | Phenix Q. Kiamilev | $53,611 | $- | $- | $23,980 | $18,000 | $95,591 | | Jeffrey G. Lindeman | $53,611 | $- | $- | $27,340 | $14,097 | $95,048 | | Patricia Q. Olsem | $53,611 | $- | $- | $39,117 | $17,124 | $109,852 |

  40. SUMMARY COMPENSATION TABLE

    4Ms. Hyzer was appointed CFO effective November 1, 2022. Accordingly, only her compensation for the fiscal year ended August 31, 2023 is presented.. 5 Mr. Rembolt retired as CFO effective October 31, 2022. His vehicle allowance includes a “grossed up” amount to cover the cost of buying out his vehicle lease as part of his Transition Arrangements discussed in further detail under “Summary of Retirement Arrangements with Jay W. Rembolt”. 6 Ms. Kiamilev was not an NEO for the fiscal year 2021. Accordingly, only her compensation for the fiscal years ended August 31, 2023 and August 31, 2022 is presented.. 7 Mr. Lindeman was not an NEO for the fiscal years 2022 or 2021. Accordingly, only his compensation for the fiscal year ended August 31, 2023 is presented.

  41. PAY VERSUS PERFORMANCE TABLE

    PAY VERSUS PERFORMANCE TABLE The following table sets forth information concerning the compensation of our NEOs for each of the fiscal years ended August 31, 2023, 2022 and 2021, and our financial performance for each such fiscal year. The tabular and narrative disclosures provided are intended to be calculated in a manner consistent with applicable SEC rules and may reflect reasonable estimates and assumptions where appropriate.

  42. PAY VERSUS PERFORMANCE TABLE

    | Fiscal Year | Summary Compensation Table Total PEO(1) | Compensation Actually Paid to PEO(1)(2) | Average Summary Compensation Table Total for Non-PEO NEOs(1) | Average Compensation Actually Paid to Non-PEO NEOs (1)(2) | Value of Initial Fixed $100 Investment Based On: | | Net Income (in 000s)(4) | Global Adjusted EBITDA Pre-GRP (in 000s)(5) | Global Adjusted EBITDA Post-GRP (in 000s)(5) | | | | | | | Total Shareholder Return (3) | Peer Group Total Shareholder Return (3) | | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (i) | | 2023 | $2,458,653 | $3,144,715 | $817,106 | $856,616 | $109.96 | $121.63 | $65,993 | $102,680 | $94,734 | | 2022 | $3,632,413 | $3,455,230 | $945,276 | $723,035 | $95.05 | $118.07 | $67,329 | $96,299 | $93,258 | | 2021 | $3,729,888 | $4,241,228 | $1,267,213 | $1,490,577 | $118.59 | $145.58 | $70,229 | $117,362 | $105,932 |

  43. PAY VERSUS PERFORMANCE TABLE

    1

  44. PAY VERSUS PERFORMANCE TABLE

    | Fiscal Year | Principal Executive Officer (“PEO”) | Non-PEO NEOs | | 2023 | Steven A. Brass | Jay W. Rembolt, Sara K. Hyzer, Phenix Q. Kiamilev, Jeffrey G. Lindeman, and Patricia Q. Olsem | | 2022 | Garry O. Ridge | Steven A. Brass, Jay W. Rembolt, Phenix Q. Kiamilev, and Patricia Q. Olsem | | 2021 | Garry O. Ridge | Steven A. Brass, Jay W. Rembolt, William B. Noble, and Patricia Q. Olsem |

  45. PAY VERSUS PERFORMANCE TABLE

    2 In calculating the “compensation actually paid” amounts reflected in these columns, the fair value or change in fair value, as applicable, of the equity award adjustments included in such calculations were computed in accordance with FASB ASC Topic 718. Time-vested RSU grant date fair values are calculated using the stock price as of date of grant. In accordance with the relevant rules, the fair values were remeasured as of the end of each fiscal year and as of each vesting date, during the years displayed in the table, using the stock price as of fiscal year end and as of each vesting date, respectively. Performance-based market share unit (“MSU”) fair values are calculated based on the Monte-Carlo valuation model as of the date of grant. Adjustments have been made using performance-based market share unit fair values as of each measurement date using the stock price as of the measurement date and updated Monte-Carlo assumptions. Performance-vested restricted stock (“PSU”) fair values are valued at zero at each respective measurement date, given all outstanding PSUs were accrued at and estimated to be earned below threshold (i.e., all shares forfeited) as of each respective measurement date. We provide information regarding the assumptions used to calculate the valuation of the awards in Notes 13 to the consolidated financial statements included in the Annual Report on Form 10-K filed on October 23, 2023. In the calculation of “Compensation Actually Paid” and presented in the table, the following amounts were deducted and added:

  46. PAY VERSUS PERFORMANCE TABLE

    | Fiscal Year | Named Executive Officer | Summary Compensation Table | Grant Date Fair Value of Awards Granted in Fiscal Year | Year End Fair Value of Unvested Awards Granted in Fiscal Year | Change in Fair Value of Unvested Prior Year Awards | Change in Fair Value of Vested Prior Year Awards | Fair Value of Prior Year Awards Canceled as of Prior FYE | Total Equity Adjustments | Compensation Actually Paid | | | | (1) | (2) | (3) | (4) | (5) | (6) | (7)=(3)+(4)+(5)+(6) | (8) = (1)-(2)+(7) | | 2023 | PEO | $2,458,653 | $1,394,168 | $1,828,439 | $325,414 | $(73,622) | $— | $2,080,231 | $3,144,715 | | | Non-PEO NEOs | $817,106 | $349,449 | $339,752 | $65,858 | $81,798 | $(98,449) | $388,959 | $856,616 | | 2022 | PEO | $3,632,413 | $2,621,233 | $2,339,006 | $(1,549,806) | $1,654,850 | $— | $2,444,050 | $3,455,230 | | | Non-PEO NEOs | $945,276 | $452,389 | $369,658 | $(310,655) | $171,144 | $— | $230,147 | $723,035 | | 2021 | PEO | $3,729,888 | $1,574,584 | $1,767,540 | $(1,376,274) | $1,694,658 | $— | $2,085,924 | $4,241,228 | | | Non-PEO NEOs | $1,267,213 | $397,784 | $446,715 | $(199,676) | $374,109 | $— | $621,148 | $1,490,577 |

  47. PAY VERSUS PERFORMANCE TABLE

    3 The Company Total Shareholder Return (“TSR”) and the Company’s Peer Group TSR reflected in these columns for each applicable fiscal year is calculated based on a fixed investment of $100 at the applicable measurement point on the same cumulative basis as is used in Item 201(e) of Regulation S-K. The peer group used to determine the Company’s Peer Group TSR for each applicable fiscal year is the following published industry index, as disclosed in our Annual Report on Form 10-K for the year ended August 31, 2023 pursuant to Item 201(e) of Regulation S-K: Russell 2000® Index (“Russell 2000”). The Russell 2000 was chosen because we do not believe we can reasonably identify any other industry index or specific peer issuer that would offer a meaningful comparison. 4 Represents the amount of net income, reflected in the Company’s audited financial statements for the year indicated. 5 We have selected Global Adjusted EBITDA Pre-GRP and Global Adjusted EBITDA Post-GRP as our most important financial measures (that are not otherwise required to be disclosed in the table) used to link “compensation actually paid” to our NEOs to Company performance for fiscal year 2023. Given our Compensation Committee determines the incentive compensation and the PSUs for the NEOs for 2023 based on achievement of this measure (Global Adjusted EBITDA), and the similarity between the measures, we deemed both the Pre-GRP and Post-GRP Global Adjusted EBITDA as relevant. See additional information in the Compensation Discussion and Analysis section of our Proxy Statement.

  48. GRANTS OF PLAN-BASED AWARDS - FISCAL YEAR 2023

    GRANTS OF PLAN-BASED AWARDS - FISCAL YEAR 2023 In addition to base salary and Performance Incentive Compensation for fiscal year 2023, NEOs were granted RSU, MSU and PSU awards under the Company’s 2016 Stock Incentive Plan as shown in the table below. Descriptions of the RSU, MSU and PSU awards are provided above in the CD&A section under the heading, Equity Compensation. The table also contains information with respect to Performance Incentive Program opportunity awards for fiscal year 2023 as described above in the CD&A section under the heading, Performance Incentive Program. The table provides threshold, target and maximum payout information relating to the Company’s fiscal year 2023 Performance Incentive Program.

  49. GRANTS OF PLAN-BASED AWARDS - FISCAL YEAR 2023

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards1 | | | Estimated Future Payouts Under Equity Incentive Plan Awards2 | | | | | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: Number of Shares of Stock or Units3 (#) | Grant Date Fair Value of Stock and Options Awards4 ($) | | Steven A. Brass | 10/10/2022 | $1 | $600,000 | $1,200,000 | | | | | | | | 10/10/2022 (MSU) | | | | 1,876 | 3,752 | 7,504 | | $766,496 | | | 10/10/2022 (RSU) | | | | | | | 3,752 | $627,672 | | | 10/10/2022 (PSU) | | | | 173 | | 3,463 | | $- | | Sara K. Hyzer | 10/10/2022 | $1 | $173,250 | $346,500 | | | | | | | | 10/10/2022 (MSU) | | | | 432 | 865 | 1,730 | | $176,711 | | | 10/10/2022 (RSU) | | | | | | | 865 | $144,706 | | | 10/10/2022 (PSU) | | | | 50 | | 1,000 | | - | | Jay W. Rembolt | 10/10/2022 | $1 | $60,914 | $121,828 | | | | | | | | 10/10/2022 (MSU) | | | | - | - | - | | $- | | | 10/10/2022 (RSU) | | | | | | | 2,597 | $434,452 | | | 10/10/2022 (PSU) | | | | - | | - | | $- | | Phenix Q. Kiamilev | 10/10/2022 | $1 | $128,343 | $256,685 | | | | | | | | 10/10/2022 (MSU) | | | | 396 | 793 | 1,586 | | $162,002 | | | 10/10/2022 (RSU) | | | | | | | 793 | $132,661 | | | 10/10/2022 (PSU) | | | | 37 | | 740 | | - | | Jeffrey G. Lindeman | 10/10/2022 | $1 | $150,000 | $300,000 | | | | | | | | 10/10/2022 (MSU) | | | | 396 | 793 | 1,586 | | $162,002 | | | 10/10/2022 (RSU) | | | | | | | 793 | $132,661 | | | 10/10/2022 (PSU) | | | | 43 | | 865 | | - | | Patricia Q. Olsem | 10/10/2022 | $1 | $190,814 | $381,627 | | | | | | | | 10/10/2022 (MSU) | | | | 541 | 1,082 | 2,164 | | 221,042 | | | 10/10/2022 (RSU) | | | | | | | 1,082 | 181,008 | | | 10/10/2022 (PSU) | | | | 55 | | 1,101 | | - |

  50. GRANTS OF PLAN-BASED AWARDS - FISCAL YEAR 2023

    1The Estimated Future Payouts Under Non-Equity Incentive Plan Awards represent Threshold, Target and Maximum payouts under the Company Performance Incentive Program for Incentive Compensation payable for fiscal year 2023 performance. The Target amount represents 50% of the Maximum payout for each NEO. The Maximum amount represents the Incentive Compensation opportunity for each NEO that assumes full achievement of the performance measures for Level A of the Performance Incentive Program (as more fully discussed above in the CD&A section under the heading, Performance Incentive Program) and attainment by the Company of a level of Global Adjusted EBITDA sufficient to maximize such payouts under Level C of the Performance Incentive Program. 2The Estimated Future Payouts Under Equity Incentive Plan Awards represent the Threshold, Target and Maximum number of shares to be issued upon performance vesting of MSU and PSU awards as described in the CD&A section under the heading, Equity Compensation. There is no applicable Target number of shares for PSU awards to be earned by the NEOs. 3All Other Stock Awards represent RSUs described in the CD&A section under the heading, Equity Compensation. 4Information relating to the amounts disclosed as the Grant Date Fair Value of Stock Awards is included in footnote 1 to the Summary Compensation Table above.

  51. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR END

    OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR END The following table provides detailed information concerning the RSU and MSU awards that were not vested as of the end of the last fiscal year for each of the NEOs:

  52. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR END

    | | Stock Awards | | | | | Named Executive Officer | Number of Shares or Units of Stock That Have Not Vested (#)1 | Market Value of Shares or Units of Stock That Have Not Vested ($)2 | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)3 | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)2 | | Steven A. Brass | 5,557 | $1,194,033 | 14,976 | $3,217,893 | | Sara K. Hyzer | 1,237 | $265,794 | 2,858 | $614,098 | | Jay W. Rembolt4 | — | $— | 1,924 | $413,410 | | Phenix Q. Kiamilev | 1,157 | $248,605 | 2,694 | $578,860 | | Jeffrey G. Lindeman | 1,057 | $227,118 | 2,305 | $495,275 | | Patricia Q. Olsem | 1,870 | $401,807 | 5,432 | $1,167,174 |

  53. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR END

    1Represents RSU awards to the NEOs that were not vested as of the fiscal year end. 2The Market Value of the shares or units that were not vested as of the fiscal year end is based on $214.87 per share or unit, which was the closing price of the Company’s common stock on August 31, 2023. 3Represents the maximum number of shares to be issued with respect to MSU awards granted to the NEOs that were not vested as of the fiscal year end. The maximum number of shares to be issued with respect to MSU awards equals the number of shares to be issued with respect to the MSU awards upon achievement of the highest level of achievement for such MSU awards as described above in the CD&A section under the heading, Equity Compensation. MSU awards from October 2020 that would have vested in October 2023 had the performance targets been attained are included because certification of results did not occur until after the fiscal year 2023 ended. 4 Mr. Rembolt retired from the Company before the end of fiscal 2023.

  54. STOCK VESTED – FISCAL YEAR 2023

    STOCK VESTED – FISCAL YEAR 2023 The following table sets forth the number of shares of the Company’s common stock acquired upon the vesting of RSU awards in the Company’s last fiscal year and the aggregate dollar value realized with respect to such vested RSU awards. No shares of stock were issued with respect to MSU and PSU awards that would have vested on August 31, 2023 had performance targets been attained.

  55. STOCK VESTED – FISCAL YEAR 2023

    | | Stock Awards | | | Named Executive Officer | Number of Shares Acquired on Vesting1 (#) | Value Realized on Vesting2 ($) | | Steven A. Brass | 1,826 | $270,942 | | Sara K. Hyzer | 192 | $28,489 | | Jay W. Rembolt | 4,376 | $800,879 | | Phenix Q. Kiamilev | 190 | $28,192 | | Jeffrey G. Lindeman | 215 | $31,902 | | Patricia Q. Olsem | 778 | $115,440 |

  56. STOCK VESTED – FISCAL YEAR 2023

    1The Number of Shares Acquired on Vesting includes shares of the Company’s common stock issued on October 24, 2022 upon vesting of RSU awards. 2The Value Realized on Vesting for the RSUs on October 24, 2022 is calculated based on the number of vested RSU awards multiplied by the closing price of $148.38 for the Company’s common stock on such date.

  57. NONQUALIFIED DEFERRED COMPENSATION – FISCAL YEAR 2023

    NONQUALIFIED DEFERRED COMPENSATION – FISCAL YEAR 2023 The following table provides information concerning compensation received by the NEOs that is subject to deferral under applicable RSU and DPU award agreements:

  58. NONQUALIFIED DEFERRED COMPENSATION – FISCAL YEAR 2023

    | Named Executive Officer | Aggregate Earnings in Last FY1 ($) | Aggregate Balance at Last FYE2 ($) | | Steven A. Brass | $2,777 | $23,206 | | Sara K. Hyzer | $— | $— | | Jay W. Rembolt3 | $— | $— | | Phenix Q. Kiamilev | $— | $— | | Jeffrey G. Lindeman | $— | $— | | Patricia Q. Olsem | $2,288 | $19,123 |

  59. NONQUALIFIED DEFERRED COMPENSATION – FISCAL YEAR 2023

    1The Aggregate Earnings in Last FY represents the increase in value from August 31, 2022 to August 31, 2023 of the shares underlying deferred settlement of RSUs and vested DPUs held by each NEO that will be settled in shares of the Company’s common stock following termination of employment as disclosed in footnotes to the table under the heading, Security Ownership of Certain Beneficial Owners and Management. The number of such deferred settlement of RSUs and vested DPUs for each NEO was multiplied by the difference in the closing price of the Company’s common stock on August 31, 2023 of $214.87 and on August 31, 2022 of $189.16, an increase in value of $25.71 per share. Amounts shown are not included as compensation in the Summary Compensation Table for fiscal year 2023. 2The Aggregate Balance at Last FYE represents the value as of August 31, 2023 of the deferred settlement of RSUs and any vested DPUs held by each NEO as noted in these footnotes. The value for each deferred settlement of RSU and each vested DPU is based on the closing price of the Company’s common stock on August 31, 2023, which was $214.87 per share. The underlying deferred settlement of RSUs and vested DPUs were included in prior disclosures for the NEOs to the extent that the NEOs were included in Summary Compensation Table disclosures for the years in which such awards were first granted to the NEOs. 3Mr. Rembolt retired from the Company before the end of fiscal 2023.

  60. CEO PAY RATIO

    CEO PAY RATIO As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act and the SEC, the pay ratio of the total annual compensation of our CEO, Mr. Brass, to that of the Company’s “median employee” for fiscal year 2023 was approximately 26:1. To determine the CEO pay ratio, the total annual compensation for the median employee for fiscal year 2023 was calculated to be $94,475, which included the same elements of compensation required to be in the Summary Compensation Table, and was calculated in the same manner as the CEO’s total annual compensation, which was $2,458,653 for fiscal year 2023. SEC rules allow the Company to identify its median employee once every three years unless there has been a change in its employee population or employee compensation arrangements that it reasonably believes would result in a significant change in its pay ratio disclosure. The Company used the same median employee for fiscal year 2023 as fiscal year 2021, after considering the changes to employee population and compensation programs during 2023, as well as the 2023 compensation of the median employee. We identified the Company’s median employee from all 557 employees of the Company (excluding the CEO) as of August 31, 2021. We included employees, including full-time, part-time and temporary employees, located in 17 countries at such time. To identify the Company’s median employee in fiscal year 2021, we calculated total compensation for fiscal year 2021 for each employee other than the CEO by including salary or regular hourly wages paid in the fiscal year, Incentive Compensation paid during the fiscal year under the Company’s Performance Incentive Program, and the grant date value of RSUs and MSUs granted to employees in the fiscal year. Compensation paid to employees who were hired after the beginning of fiscal year 2021 or who terminated prior to the end of the fiscal year 2021 was not annualized. For employees who received compensation denominated in a foreign currency, such amounts were converted to U.S. dollars using average annual exchange rates as of August 31, 2021. As of August 31, 2023, the Company employed 635 employees located in 15 countries. The Company’s median employee is located in the U.S.