DEF 14A of WD 40 Co, Nov 8, 2024

DEF 14A of WD 40 Co

Filed Nov 8, 2024 · FY20240000105132-24-000085

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS At the annual meeting, the 10 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 17, 2024) 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 June 17, 2024, the authorized number of directors is to be fixed at ten, upon the retirement and resignation of Gregory A. Sandfort as director and non-executive Chair of the Company’s Board, effective December 12, 2024. After serving over 13 years as a director on the Company’s Board, including its non-executive Chair since 2022 and its lead independent director from 2020 to 2022, Mr. Sandfort provided notice to the Company in June 2024 of his decision not to stand for re-election. Mr. Sandfort will continue to serve as non-executive Chair of the Board until the annual meeting when his term expires.

  2. DIRECTOR NOMINEES

    DIRECTOR NOMINEES

  3. DIRECTOR NOMINEES

    | Director Nominees | Independent1 | Audit | Compensation and People | Corporate Governance | Finance | | Steven A. Brass | | | | | | | Cynthia B. Burks | ✓ | ✓ | ✓ | | | | Daniel T. Carter | ✓ | Chair2 | | ✓ | ✓ | | Eric P. Etchart | ✓ | | | Chair | ✓ | | Lara L. Lee | ✓ | ✓ | ✓ | | | | Edward O. Magee, Jr. | ✓ | ✓ | | | ✓ | | Trevor I. Mihalik | ✓ | ✓2 | | ✓ | Chair | | Graciela I. Monteagudo | ✓ | ✓ | | | ✓ | | David B. Pendarvis | ✓ | ✓ | ✓ | | | | Anne G. Saunders | ✓ | | Chair | ✓ | |

  4. DIRECTOR NOMINEES

    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.

  5. DIRECTOR NOMINEES

    | STEVEN A. BRASS, CEO AND PRESIDENT | | | Director since: March 2022 | | | Age: 58 | | | Experience (Highlights): | Qualifications (including Skills and Certifications): | | Mr. Brass was appointed CEO, effective 8/2022 and continues to serve as President, a position that he has held since 2019. He joined the Company in 1991 as International Area Manager at the Company’s U.K. subsidiary and has since held several management positions including Country Manager in Germany, Director of Continental Europe, European Sales Director, and European Commercial Director. From 2016 until 2019, Mr. Brass served as Division President, Americas, and from 2019 to 8/2022, as COO. | As CEO and President of the Company, Mr. Brass offers the Board a broad and deep Company-based perspective. In addition, his specific knowledge of the Company’s operations, coupled with his breadth of experience with international markets and our domestic market, provides the Board with valuable insight. |

  6. DIRECTOR NOMINEES

    | CYNTHIA B. BURKS | | | Independent Director since: December 2022 | Committees: | | Age: 58 | ▪ Audit Committee, member | | | ▪ Compensation and People Committee, member | | Experience (Highlights): | Qualifications (including Skills and Certifications): | | Ms. Burks serves as the managing member of Excel Advising, LLC, which was formed in 11/2022 and offers executive coaching and human resources consulting services. From 2019 to 2022, Ms. Burks was SVP and chief people and culture officer at Genentech, Inc. (formerly NYSE: DNA). From 2011 to 2019, she held various human resource management roles at Genentech-affiliated companies, including VP, human resources. Ms. Burks has also held human resource and organizational development positions in industries including media, consumer goods and technology. | Ms. Burks has earned certifications in the areas of corporate directorship, executive compensation, and climate. Ms. Burks’ extensive knowledge of human capital strategy, including talent management, succession planning, compensation strategy, designing culture to increase competitive advantage, diversity, equity and inclusion, and organizational design, would enhance the Board’s management oversight capabilities. | | Other Public Company Boards: | Other Boards (Highlights): | | Inspire Medical Systems, Inc. (NYSE: INSP), since 8/2022 | Current: | | ▪ Organization and Compensation Committee, member | | | | ▪ Torch (an educational software company), since 11/2021 | | | ▪ Sellars Absorbent Materials, Inc. (a manufacturer of absorbents made with recycled fibers), since 8/2022 | | | Previous: | | | Genentech Foundation (non-profit), 2020 to 2022 |

  7. DIRECTOR NOMINEES

    | DANIEL T. CARTER | | | Independent Director since: 2016 | Committees: | | Age: 68 | ▪ Audit Committee, chair | | | ▪ Corporate Governance Committee, member | | | ▪ Finance Committee, member | | Experience (Highlights): | Qualifications (including Skills and Certifications): | | Mr. Carter served as EVP and CFO of BevMo! from 2009 until his retirement in 2016. He also served as CFO of the following companies: Semtek, Inc. (2008 to 2009); Charlotte Russe Holding, Inc. (1998 to 2007); and Advanced Marketing Services (1997 to 1998). From 1986 to 1997, he was employed by Price Club and its follow-on entities, serving as SVP for PriceCostco and CFO for Price Enterprises. Mr. Carter began his career as an auditor with Ernst & Young LLP. | Mr. Carter is a Certified Public Accountant (inactive) in California, and the Board has designated Mr. Carter as one of two financial experts who serve on our Audit Committee. Mr. Carter is recognized as a NACD Board Leadership Fellow and has earned Harvard’s Corporate Director Certificate and Carnegie-Mellon’s CERT Certificate in Cyber-Risk Oversight. Mr. Carter’s financial expertise, considerable knowledge of the retail industry and financial experience provide the Board with a breadth of relevant skills and experience. | | | Other Board(s): | | | Chosen Foods, LLC (1/2018 - 8/2021) |

  8. DIRECTOR NOMINEES

    | ERIC P. ETCHART | | | Independent Director since: 2016 | Committees: | | Age: 68 | ▪ Corporate Governance Committee, chair | | | ▪ Finance Committee, member | | Experience (Highlights): | Qualifications (including Skills and Certifications): | | Mr. Etchart served as SVP of The Manitowoc Company, Inc. (NYSE: MTW) from 2007 until his retirement in 1/2016. He served as SVP, business development, from 2015 to 2016 and as president and general manager of the Manitowoc Crane Group from 2007 to 2015. From 1983 to 2007, Mr. Etchart held various sales, marketing and management positions at subsidiaries and predecessor companies of MTW. | Mr. Etchart is a French national and has held management positions in China, Singapore, Italy, France and the U.S. He is recognized as a NACD Board Leadership Fellow and has earned certifications in Climate Leadership and ESG Leadership. These certifications focus on climate risk and related business strategy, board-related fiduciary obligations, climate-related government regulations, reporting and disclosure requirements, investor engagement, learning how to identify opportunities and overcome challenges related to setting, executing against and measuring ESG goals. Mr. Etchart’s breadth of international finance, marketing, board and management experience provides important perspective to the Board. His commitment to the highest standards of board leadership, with an emphasis on ESG, demonstrates the Board’s continued commitment to good governance. | | Other Public Company Boards: | Other Boards: | | Graco Inc. (NYSE: GGG), since 2010 ▪ Audit Committee, member ▪ Governance Committee, member | UPERIO Group (tower and self-erecting cranes supplier) ▪ ESG Committee, chair | | Alamo Group Inc. (NYSE: ALG), since 2015 ▪ Compensation Committee, member ▪ Nominating / Corporate Governance Committee, chair | |

  9. DIRECTOR NOMINEES

    | LARA L. LEE | | | Independent Director since: December 2020 | Committees: | | Age: 61 | ▪ Audit, member | | | ▪ Compensation and People Committee, member | | Experience (Highlights): | Qualifications (including Skills and Certifications): | | Ms. Lee operates Lara Lee Associates LLC dba Creative Renewal, which offers governance, consulting, and advisory services. From 2016 to 2018, Ms. Lee served as president of Orchard Supply Hardware, which was a subsidiary of Lowe’s Companies, Inc. (NYSE: LOW), and from 2013 to 2018, as an SVP of Lowe’s. From 2011 to 2013 she served as chief innovation and operating officer for Continuum, a global consultancy firm. She was also a partner at an innovation firm, Jump Associates, from 2007 to 2010. Ms. Lee’s prior experience included 15 years at Harley-Davidson Motor Company as division head, VP, business unit leader, and in various European and Asian strategy and business development roles. | Ms. Lee began her career with Ernst & Whinney (now Ernst & Young LLP) in Washington, D.C. and Singapore. Ms. Lee is a NACD Certified Director and earned an ESG certificate from Berkeley Law Executive Education. Ms. Lee’s diverse international business and management experience, including expertise in retail, market development, strategic marketing (including digital, e-commerce and channel marketing), brand development, and innovation across industries and international markets, provides the Board with valuable insights. | | Other Public Company Boards: | Other Boards (Highlights): | | Previous: | Current: | | Marrone Bio Innovations, Inc. (formerly NASDAQ: MBII; acquired by Bioceres Crop Solutions Corp. now NASDAQ: BIOX), director, member of Audit Committee and Compensation Committee, and designated board ESG lead (11/2020 - 7/2022) | ▪ Independence Holdings LP GP, LLC, the parent company of Liberty Safe & Security Products, Inc., a designer and manufacturer of residential safes, since 10/2021 ▪ Rather Outdoors Corporation, a designer and wholesaler of fishing equipment in North America and Europe, since 2/2023; Compensation Committee member | | | Previous: | | | ▪ The Sill, Inc., an omnichannel specialty retailer of house plants and related products (11/2018 - 3/2024) | | | ▪ Organically Grown Company, a distributor of organic produce, board chair; Compensation Committee chair; and Corporate Governance Committee chair (8/2019 - 7/2021) |

  10. DIRECTOR NOMINEES

    | EDWARD O. MAGEE, JR. | | | Independent Director since: June 2022 | Committees: | | Age: 58 | ▪ Audit Committee, member | | | ▪ Finance Committee, member | | Experience (Highlights): | Qualifications (including Skills and Certifications): | | Mr. Magee has served as VP for Strategic Operations at Belmont University in Nashville, Tennessee since 2/2023. He also concurrently holds two academic appointments: The first Executive-in-Residence and Professor of | Prior to his executive experience, Mr. Magee served as a combat-decorated Lieutenant Colonel in the U.S. Marine Corps. In addition, Mr. Magee has earned certificates in corporate directorship, ESG, and cyber risk and was |

  11. DIRECTOR NOMINEES

    | Practice, Business at Belmont’s Jack C. Massey College of Business and in 9/2024, COO of the Thomas F. Frist, Jr. College of Medicine. From 2/2020 to 12/2022, Mr. Magee served as EVP, operations at Fender Musical Instruments Corporation (“Fender”). Prior to Fender, he served as its SVP, operations from 2016 to 2020. Mr. Magee also served as VP of operations and distribution for Thomas & Betts Corporation (now ABB Ltd.; OTNMKTS: ABBNY) from 2014 to 2016 and in various management roles in vehicle operations at Harley-Davidson Motor Company from 2009 to 2014. | recognized by the Corporate Director Forum as a 2024 Director of the Year - Emerging Board Leader. Mr. Magee is a member of the Digital Director’s Network. Mr. Magee’s extensive knowledge of manufacturing, sustainability, supply chain, and logistics as well as his wide-ranging experience building and developing global leadership teams that drive organizational culture change, enhance the Board’s management oversight capabilities. | | Other Boards (including Non-Profit): | | | Current: | Previous (Highlights): | | ▪ Advisory Board of Nashville NACD, Chair-elect ▪ Smithsonian SITES | Affiliations Advisory Board | ▪ Fender Play Foundation™, co-president and executive director | | ▪ Boys & Girls Clubs of Middle Tennessee ▪ Advisory Board, Veteran Courage Project | ▪ Board of Visitors at Duke University’s Fuqua School of Business |

  12. DIRECTOR NOMINEES

    | TREVOR I. MIHALIK | | | Independent Director since: 2019 | Committees: | | Age: 58 | ▪ Finance Committee, chair | | | ▪ Audit Committee, member | | | ▪ Corporate Governance Committee, member | | Experience (Highlights): | Qualifications (including Skills and Certifications): | | Mr. Mihalik has served as EVP and group president of Sempra (NYSE: SRE) since 1/2024 and had served as its EVP and CFO 2018 to until 2023. Mr. Mihalik was SVP, controller and chief accounting officer of SRE from 2014 until 2018 and controller and chief accounting officer from 2012 to 2014. Prior to SRE, Mr. Mihalik held roles as SVP – finance for Iberdrola Renewables and VP and CFO for Chevron Natural Gas. | The Board has designated Mr. Mihalik as one of two financial experts who serve on our Audit Committee. Mr. Mihalik’s involvement with significant transactions in addition to his experience with Fortune 500 companies as a seasoned business executive with accounting and public company financial reporting expertise, and as a director with experience in the oversight of business management, finance and strategic planning, offer the Board valuable judgment and management perspective. | | Other SEC Reporting Company Boards: | Other Boards: | | Current: | Previous: | | ▪ San Diego Gas & Electric Company*, chair | ▪ Sempra Infrastructure Partners*, chair | | ▪ Southern California Gas Company*, chair | ▪ Oncor Electric Delivery Company LLC* | | | ▪ Luz del Sur*, chair | | | ▪ Chilquinta Energia*, chair | | * SRE subsidiary or entity in which SRE holds or held an equity interest | ▪ Infraestructura Energética Nova S.A.B. de C.V.* |

  13. DIRECTOR NOMINEES

    | GRACIELA I. MONTEAGUDO | | | | Independent Director since: June 2020 | Committees: | | | Age: 58 | ▪ Corporate Governance Committee, member | | | | ▪ Finance Committee, member | | | Experience (Highlights): | Qualifications (including Skills and Certifications): | | | Ms. Monteagudo served as president and CEO of Lala U.S., Inc. from 2017 to 2018. From 2015 to 2017 she served as president, Americas and global marketing for Mead Johnson Nutrition Company and from 2012 to 2015 she held various leadership roles at Mead Johnson & Company, LLC. From 2008 through 2012, she held various leadership roles at Walmart Mexico, including SVP and business unit head for Sam’s Club stores in Mexico. Ms. Monteagudo has dual Mexican and American citizenship and has held senior management positions in both Latin America and the U.S. | Ms. Monteagudo is recognized as a NACD Certified Director and is an honoree of the 2022 NACD Directorship 100, an annual recognition of the leading corporate directors. She has also earned certifications in the areas of climate and ESG. Ms. Monteagudo’s significant board and leadership experience, including international business experience in Latin America, her extensive global and digital marketing, e-commerce, retail, and consumer goods expertise, offers the Board with valuable marketing and consumer products insight. | | | Other Public Company Boards: | Other Boards: | | | Current: | | Previous (Highlights): | | ACCO Brands Corporation (NYSE: ACCO), since 8/2016 | | ▪ Driscoll’s (a market leader of fresh berries), 3/2021 - 12/2021 | | ▪ Nominating, Governance & Sustainability Committee, chair | | ▪ The Juice Plus+ Company, LLC, 9/2019 - 7/2023 | | ▪ Compensation & Human Capital Committee, member | | | | iHeartMedia, Inc. (NASDAQ: IHRT), since 7/2021 | | | | ▪ Audit Committee, member | | |

  14. DIRECTOR NOMINEES

    | DAVID B. PENDARVIS | | | Independent Director since: 2017 | Committees: | | Age: 65 | ▪ Audit Committee, member | | | ▪ Compensation and People Committee, member | | Experience (Highlights): | Qualifications (including Skills and Certifications): | | Until his retirement in 6/2023, Mr. Pendarvis had served as chief administrative officer of ResMed Inc. (NYSE and ASX: RMD) since 2011 and secretary since 2003. In 2017, he served as interim president, EMEA and Japan of RMD. He joined RMD in 2002 as global general counsel and has also served as VP of organizational development from 2005 to 2011. Before joining RMD, Mr. Pendarvis was a partner at Gray Cary Ware & Freidenrich LLP (presently, DLA Piper), a partner at Gibson, Dunn & Crutcher, and a law clerk to U.S. District Court Judge J. Lawrence Irving in the U.S. District Court for the Southern District of California, San Diego. | Mr. Pendarvis earned an ESG certificate from Berkeley Law Executive Education. His expertise in corporate governance, compliance, intellectual property and worldwide legal affairs, and experience as general counsel with global responsibilities, including international executive management experience and focus on investor relations and corporate communications, provide the Board with valuable perspective for risk oversight. |

  15. DIRECTOR NOMINEES

    | Other Public Company Boards: | Other Boards (including Non-Profit): | | Previous: | Previous: | | Sequenom, Inc. (NASDAQ: SQNM), from 2009 until its acquisition by Laboratory Corporation of America Holdings (NYSE: LH) in 2016 | ▪ RMD’s subsidiaries, ended 6/2023 ▪ Corporate Directors Forum, 2010 - 2019 ▪ San Diego Regional Chamber of Commerce, ended 5/2023 |

  16. DIRECTOR NOMINEES

    | ANNE G. SAUNDERS | | | Independent Director since: March 2019 | Committees: | | Age: 63 | ▪ Compensation and People Committee, chair | | | ▪ Corporate Governance Committee, member | | Experience (Highlights): | Qualifications (including Skills and Certifications): | | Ms. Saunders served as president, U.S., of nakedwines.com from 2016 through 2017. From 2014 through 2016, she was president, U.S. of FTD Companies, Inc. (NASDAQ: FTD), and from 2012 through 2014, she served as president of Redbox Automated Retail, LLC. From 1990 to 2012, Ms. Saunders held various senior executive level positions at Starbucks Corporation, Bank of America, N.A., Knowledge Universe (presently KinderCare Education), eSociety and AT&T. | Ms. Saunders’ experience as a former senior P&L leader in multiple global consumer company divisions, and her deep functional expertise in marketing, e-commerce, and product innovation and development as well as her extensive public company board experience, provide valuable experience to the Board. | | Other Public Company Boards: | Other Boards: | | Previous: | Current: | | Bowflex Inc. (formerly NYSE BFX and formerly Nautilus, Inc., NYSE NLS), 2012 - 2024, chair since 8/2022 | Reser’s Fine Foods, since 2/2023 | | Swiss Water Decaffeinated Coffee Inc. (TSX: SWP), 11/2017 - 5/2023 | |

  17. DIRECTOR NOMINEES

    There are no material pending litigation or proceedings involving the Company’s director nominees. There are no family relationships among any of our directors, director nominees or executive officers. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” EACH OF THE DIRECTOR NOMINEES SET FORTH ABOVE.

  18. 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 review of non-employee director compensation at least bi-annually, and in October 2023, such review included the then current NACD Director Compensation Report and the 2023 U.S. Spencer Stuart Board Index Highlights. For fiscal year 2024, 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 5, 2023. Pursuant to the Director Compensation Policy, non-employee directors received a base annual fee of $60,000. The Chair received additional annual compensation of $30,000. Non-employee directors received additional cash compensation for service on various Board committees as follows:

  19. DIRECTOR COMPENSATION

    | | Audit | Compensation and People | Corporate Governance | Finance | | Chair | $20,000 | $14,000 | $11,000 | $12,000 | | Member | $11,000 | $6,000 | $5,000 | $6,000 |

  20. DIRECTOR COMPENSATION

    All such annual fees were paid in the first calendar quarter of 2024. At the Company’s 2016 annual meeting, the Company’s stockholders approved the WD-40 Company 2016 Stock Incentive Plan (which was amended and restated effective December 12, 2023 upon stockholder approval at the 2023 annual meeting, the “A&R 2016 Stock Incentive Plan”) to authorize the issuance of stock-based compensation awards to employees as well as to directors. 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 $97,000 to each non-employee director. Each RSU represents the right to receive one share of the Company’s common stock. On December 12, 2023, each non-employee director received a non-elective RSU award covering 406 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 (“Elective RSUs”) 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 (except for Elective RSUs, which vest monthly over 12 months), 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 $7,000 in contributions to be made by the Company to properly qualified Section 501(c)(3) charitable organizations of the Internal Revenue Code. DIRECTOR COMPENSATION TABLE – FISCAL YEAR 2024 The following Director Compensation table provides information concerning compensation earned by each non-employee director for services rendered in fiscal year 2024. 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 chair of the Board.

  21. DIRECTOR COMPENSATION

    | Non-Employee Director1 | Fees Earned or Paid in Cash ($)2 | Stock Awards ($)3 | All Other Compensation ($)4 | Total ($) | | Cynthia B. Burks | $77,000 | $96,790 | $7,000 | $180,790 | | Daniel T. Carter | $91,000 | $96,790 | $7,000 | $194,790 | | Eric P. Etchart | $77,000 | $96,790 | $7,000 | $180,790 | | Lara L. Lee | $77,000 | $96,790 | $7,000 | $180,790 | | Edward O. Magee, Jr. | $77,000 | $96,790 | $7,000 | $180,790 | | Trevor I. Mihalik | $88,000 | $96,790 | $7,000 | $191,790 | | Graciela I. Monteagudo | $71,000 | $96,790 | $7,000 | $174,790 | | David B. Pendarvis | $77,000 | $96,790 | $7,000 | $180,790 | | Gregory A. Sandfort | $107,000 | $96,790 | $7,000 | $210,790 | | Anne G. Saunders | $79,000 | $96,790 | $7,000 | $182,790 |

  22. DIRECTOR COMPENSATION

    1 Mr. Brass is not included in this table as he is an employee and does not receive compensation for his service as a director. Compensation for services he provides to the Company is reflected in the Summary Compensation Table included in the Executive Compensation section of the Proxy. 2 Messrs. Carter and Pendarvis and Mses. Burks, Lee, Monteagudo, and Saunders elected to receive their fiscal year 2024 base annual fees of $60,000 in cash. Messrs. Etchart, Mihalik, 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. Mr. Magee elected to receive his fiscal year 2024 base annual fee in cash (50%) and RSUs (50%). The number of shares underlying each director’s RSU award was rounded down to the nearest whole share. 3 Amounts reported under Stock Awards represent the grant date fair value for non-elective RSU awards granted pursuant to the Director Compensation Policy. On December 12, 2023, each director received a non-elective RSU award covering 406 shares of the Company’s common stock. The grant date fair value of approximately $97,000 equals the closing price of the Company’s common stock on the grant date, which was $238.40 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 November 1, 2024 are reported in footnotes to Security Ownership of Certain Beneficial Owners and Management table. 4 Amounts represent charitable contributions made by the Company in fiscal year 2024 as designated by non-employee directors pursuant to the Company’s Director Contributions Fund. The director compensation table above does not include reasonable out-of-pocket expenses (i.e., airfare, hotel, car rental, etc.) incurred by directors that the Company reimburses in connection with in-person attendance at Board and committee meetings, on-site visits to the Company’s offices and facilities, and continuing education such as conferences, coursework and speaking engagements.

  23. Our Executive Compensation Programs Incorporate Strong Governance Features

    | •No Employment Agreements with Executive Officers (except as required in the U.K.) | •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 and People Committee of the Board |

  24. EXECUTIVE SUMMARY OF EXECUTIVE COMPENSATION DECISIONS AND RESULTS

    | Base Salary | Annual Cash and Equity Incentives: | Long-Term Equity Incentives: | | | ▪ Growth Reward Program (“GRP”) | ▪ Restricted Stock Units (“RSUs”) | | | ▪ Performance Stock Units (“PSUs”) | ▪ Market Share Units (“MSUs”) |

  25. EXECUTIVE SUMMARY OF EXECUTIVE COMPENSATION DECISIONS AND RESULTS

    Annual incentives are measured based on performance each fiscal year (with GRP payable in cash and PSUs payable in restricted stock) whereas long-term incentives involve a three-year time horizon. RSUs are retention-related equity that vest over three years, and MSUs are long-term, performance-related equity that may vest in three years, depending on the Company’s stock performance. The design of this compensation structure results in a significant portion of NEO-realized compensation being directly tied to Company performance, which is measured predominantly by financial performance and total stockholder return (“TSR”).

  26. Annual Incentive Compensation Overview

    Annual Incentive Compensation Overview

  27. GRP

    * “Global” is defined as the financial metric computed on a consolidated basis, while “Regional” is defined as the financial metric computed for each of the Company’s relevant reporting segments, either the Americas, EIMEA or Asia Pacific. The measures are calculated in accordance with Tranche 1 and Tranche 2 of GRP Calculations: ▪ Tranche 1 of GRP Calculation is accrued based on the first 3 measures shown above for fiscal year 2024: ♦ “Adjusted Net Sales” is defined as net sales translated using budgeted exchange rates. ♦ “Adjusted EBITDA Pre-GRP” is defined as earnings before interest, income taxes, depreciation (in operating departments), and amortization, which includes amortization of definite-lived intangible assets and cloud computing amortization, translated using budgeted exchange rates and calculated prior to any GRP compensation expense or PSU expense. ♦ Strategic performance measures are further discussed in Growth Reward Program Prior to fiscal year 2024, Tranche 1 of GRP Calculation was based solely on Global and Regional Adjusted EBITDA Pre-GRP measures. Changes to GRP in fiscal year 2024 resulted in the addition of net sales (global and regional) and strategic performance measures. These changes did not increase the maximum annual opportunity for GRP for which each NEO is eligible, but instead broadened the GRP measures to include other financial metrics and strategic performance. ▪ Tranche 2 of GRP Calculation is accrued based on the 4th measure shown above for fiscal year 2024 and prior years: “Global Adjusted EBITDA Post-GRP” is a measure used for Tranche 2 of GRP Calculation and based on U.S. Dollar (“USD”) reported results, defined as earnings before interest, income taxes, depreciation (in operating departments), and amortization, which includes amortization of definite-lived intangible assets and cloud computing amortization, calculated after GRP compensation expense is computed for Tranche 1 of GRP Calculation and prior to GRP compensation expense related to Tranche 2 of GRP Calculation and PSU expense.

  28. PSU Awards

    PSU Awards In addition to the GRP, the Company continued to grant PSUs, the vesting of which are based on performance benchmarked against current fiscal year EBITDA-based metrics. PSUs represent another incentive to focus on EBITDA growth and further strengthens the pay-for-performance orientation of the Company’s compensation program. Fiscal year 2024 PSU metrics and performance achieved are shown below under Fiscal Year 2024 PSU Attainment by NEO. PSU awards provide for the vesting of restricted stock, based on level of achievement and up to the total shares granted. Restricted stock issued upon vesting of the PSUs are subject to a restrictive endorsement that prohibits their sale before termination of employment. PSU awards that vest are settled on the third business day following the Company’s public release of its annual earnings for each fiscal year. The Company withholds shares to cover required withholding taxes due to the settlement of vested PSU awards and issues restricted stock, net of shares withheld, which have a value as of the settlement date equal to the required tax withholding obligation.

  29. Long-Term Incentive (“LTI”) Compensation Overview

    Long-Term Incentive (“LTI”) Compensation Overview Consistent with prior years, retention-related equity compensation to NEOs includes 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. Performance-based MSU awards to NEOs promote performance and retention over a longer-term horizon. Depending on the performance of the Company’s stock price against a three-year market return-based measurement period, NEOs may earn MSUs with 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). The foregoing compensation structure elements are described in greater detail in subsequent sections in this CD&A.

  30. How The Committee Sets Pay Opportunities

    How The Committee Sets Pay Opportunities As part of the framework for overall NEO compensation and assessment of compensation for each NEO that takes into account individual and Company performance, the Committee also 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 as well as total compensation in the aggregate. The Committee considers measures of Company performance over multi-year periods, specifically including regional and global measures based on the Company’s Adjusted EBITDA Pre-GRP, 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 for which each NEO is accountable. Information regarding NEO strategic objectives is provided in the Executive Officer Compensation Decisions for Fiscal Year 2024 section below under the heading, Base Salary: Process.

  31. FISCAL YEAR 2024 COMPENSATION DECISIONS

    FISCAL YEAR 2024 COMPENSATION DECISIONS Compensation decisions for fiscal year 2024 were made in October 2023 based on individual and Company performance during fiscal year 2023 and a market survey conducted by the Committee’s independent compensation consultant, ClearBridge Compensation Group, LLC (“ClearBridge”). The following is a summary of decisions made by the Committee for NEO compensation for fiscal year 2024: •Base salaries were increased from fiscal year 2023 base salary amounts for NEOs as follows: a 3% increase for all executive officers, except for Ms. Olsem, who received a 6.65% increase to recognize her leadership and the performance of the Americas trading bloc in fiscal year 2023. The 3% median increase for NEOs was aligned with the average base salary increase of 3% across the Company. In addition, the base salary increases were determined based on individual factors (e.g., role, performance/contributions) and respective market benchmarks, with fiscal year 2024 salaries within the market ranges reviewed by the Committee. •Our annual cash incentive plan or GRP in which NEOs participate is described below under the heading, Growth Reward Program. Under GRP, Global and Regional goals related to EBITDA, net sales, and Strategic Performance Measures were established shortly after the beginning of the fiscal year. The Company’s performance as measured against these goals is described in detail below. •In addition to cash, as part of overall annual incentive compensation, the Company granted a target of 6,637 PSUs to NEOs. See further details in the table under the heading, Fiscal Year 2024 PSU Attainment by NEO. •In October 2023, in addition to PSUs, the NEOs received the following stock-based awards: •RSU awards providing for the issuance of a total of 7,824 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 7,824 shares. If the Company’s TSR over the three-year measurement period matches the return for the Russell 2000 Index, as published by Russell Investments (“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 •Equity awards for fiscal year 2024 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 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. NEO, individual market data based on role and responsibilities, as well as Company performance for fiscal year 2024 in areas over which each NEO had direct influence. The Committee considered the results of advisory Say-on-Pay votes in its decision-making for executive compensation of the NEOs and concluded that no significant changes in executive compensation decisions and policies are warranted due specifically to Say-on-Pay vote outcomes. For additional details on Say-on-Pay results, please refer to Item No. 2 Advisory Vote to Approve Executive Compensation (“Say-on-Pay”) above.

  32. TARGET PAY POSITION / MIX OF PAY

    TARGET PAY POSITION / MIX OF PAY The Company’s compensation program consists primarily of base salary, annual cash and equity 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 cash 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 GRP, 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 2024 was at risk while approximately 62% of the Total Compensation Opportunity for fiscal year 2024 for the other NEOs was at risk.

  33. COMPENSATION BENCHMARKING

    COMPENSATION BENCHMARKING Before making fiscal year 2024 compensation decisions in October 2023, 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 net sales, earnings, and market capitalization reasonably comparable to the Company and doing business in the specialty chemical industry or selling branded consumer products globally (with a focus on companies that sell through multiple channels). The 14 peer group companies used in the analysis for fiscal year 2024 compensation decisions were as follows:

  34. COMPENSATION BENCHMARKING

    | •American Vanguard Corporation | •Livent Corporation** | | •Balchem Corporation | •Olaplex Holdings, Inc.* | | •Beyond Meat, Inc.* | •Prestige Consumer Healthcare Inc. | | •Chase Corporation | •Sensient Technologies Corporation | | •e.l.f. Beauty, Inc.* | •The Vita Coco Company, Inc.* | | •Hawkins, Inc. | •XPEL, Inc. | | •Ingevity Corporation | •YETI Holdings, Inc.* |

  35. COMPENSATION BENCHMARKING

    * One of five new companies added to the peer group list that more closely meets the peer group criteria. ** Effective January 4, 2024, a merger transaction between Livent Corporation and Allkem Limited resulted in the creation of Arcadium Lithium plc. The five companies removed from last fiscal year’s peer group because they no longer closely met the peer group criteria were Dorman Products, Inc., Innospec Inc., Quaker Chemical Corporation, Stoneridge, Inc., and USANA Health Sciences, Inc. 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.

  36. ANNUAL INCENTIVE COMPENSATION: FISCAL YEAR 2024

    ANNUAL INCENTIVE COMPENSATION: FISCAL YEAR 2024 Growth Reward Program (“GRP”):

  37. GRP Financial Performance Goals, Weightings and Results

    GRP Financial Performance Goals, Weightings and Results Each year the Company develops an operating plan which supports its long-term financial and growth goals and is consistent with its strategic plans and imperatives. The annual operating plan is submitted to the Board for alignment and approval in the first fiscal quarter of each new fiscal year. All of the financial performance goals are components assessed by the Board to be the most critical required outcomes which support achievement of the approved operating plan. Consistent with its pay-for-performance compensation philosophy, the Board aligns NEO variable compensation with achievement of these performance goals. The following table sets forth the fiscal year 2024 GRP payout weightings and the minimum and maximum goals for the performance measures applicable to each of the NEOs. In computing the financial results to be measured against the goals established for various performance measures, the Company may exclude certain expenditures as approved by the Committee. For fiscal year 2024, no such exclusions were applicable. The financial goals are set based on earnings growth and sales growth over the prior fiscal year to maintain a strong pay-for-performance orientation.

  38. GRP Financial Performance Goals, Weightings and Results

    | | Steven A. Brass | | | Minimum Goal | Maximum Goal | | | Sara K. Hyzer | | | FY 2024 | FY 2024 | | Performance Measure | Jeffrey G. Lindeman | William B. Noble1 | Patricia Q. Olsem | ($ thousands) | ($ thousands) | | Global Adjusted Net Sales | 35% | N/A | N/A | $536,777 | $618,628 | | Global Adjusted EBITDA Pre-GRP | 15% | N/A | N/A | $100,174 | $124,025 | | Regional Adjusted Net Sales (EIMEA) | N/A | 35% | N/A | $190,358 | $216,170 | | Regional Adjusted EBITDA Pre-GRP (EIMEA) | N/A | 15% | N/A | $44,300 | $51,187 | | Regional Adjusted Net Sales (Americas) | N/A | N/A | 35% | $266,827 | $309,758 | | Regional Adjusted EBITDA Pre-GRP (Americas) | N/A | N/A | 15% | $65,646 | $81,793 | | Global Adjusted EBITDA Post-GRP | 35% | 35% | 35% | $99,904 | $107,904 | | Strategic Performance Measures | 15% | 15% | 15% | N/A | N/A |

  39. GRP Financial Performance Goals, Weightings and Results

    1 EIMEA amounts have been converted from Great Britain pounds sterling (“GBP”) at an average annual exchange rate for fiscal year 2024 of $1.26 per GBP. The following table sets forth the fiscal year 2024 performance and percentage achievement for each GRP performance measure applicable to each NEO.

  40. GRP Financial Performance Goals, Weightings and Results

    | Performance Measure | Actual FY 2024 ($ thousands) | % Achievement of Maximum Annual Opportunity | | Global Adjusted Net Sales | $585,147 | 39.4% | | Global Adjusted EBITDA Pre-GRP | $119,342 | 82.8% | | Regional Adjusted Net Sales (EIMEA) | $215,520 | 95.0% | | Regional Adjusted EBITDA Pre-GRP (EIMEA) | $57,441 | 100.0% | | Regional Adjusted Net Sales (Americas) | $280,934 | 21.9% | | Regional Adjusted EBITDA Pre-GRP (Americas) | $73,044 | 38.5% | | Global Adjusted EBITDA Post-GRP | $108,567 | 100.0% | | Strategic Performance Measures | N/A | 31.0% |

  41. GRP Financial Performance Goals, Weightings and Results

    1 EIMEA amounts have been converted from Great Britain pounds sterling (“GBP”) at an average annual exchange rate for fiscal year 2024 of $1.26 per GBP.

  42. Strategic Performance Measures

    Strategic Performance Measures For fiscal year 2024, 15% of the GRP is tied to Strategic Performance Measures. The measures are a mix of qualitative and quantitative measures that focus on executing our long-term strategy, improving our operating performance, and aligning individual initiatives with Company performance, which varies by NEO. Specifically, the Strategic Performance Measures were adopted to align with our Four-by-Four Strategic Framework, which is based on the following pillars: In the context of our Four-by-Four Strategic Framework, each NEO was measured against certain strategic initiatives aligned with their ability and potential to drive long-term financial, strategic, or operational performance. Provided below are the categories of initiatives for our NEOs (“Strategic Performance Measures”): •Adjusted EBITDA Pre-GRP expansion (total company and respective business functions, varying by NEO), to incentivize profitability and improve efficiency •New geographic business expansion to enable future, long-term growth •Employee satisfaction and engagement to ensure our culture remains a competitive advantage •Establishing a Company Environmental, Social and Governance (“ESG”) strategy and framework •Effective adoption of the organization’s new enterprise resource plannings system and its associated applications The Strategic Performance Measures were determined by management and the Board to be initiatives critical to long-term financial growth, which could be objectively measured.

  43. Fiscal Year 2024 PSU Attainment by NEO

    Fiscal Year 2024 PSU Attainment by NEO The Company granted PSUs tied to established Global Adjusted EBITDA performance targets for fiscal year 2024, as outlined below:

  44. Fiscal Year 2024 PSU Attainment by NEO

    | Global Adjusted EBITDA1 | Applicable Percentage | | ≥ $108,396,000 | 100% | | $102,764,000 | 5% | | < 102,764,000 | 0% |

  45. Fiscal Year 2024 PSU Attainment by NEO

    1 Global Adjusted EBITDA for purposes of PSU achievement is calculated after both tranches of fiscal year GRP compensation expense are accrued. 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 $102,467,000 to the maximum 100% Applicable Percentage achievement level. The Company achieved $103,434,000 in Global Adjusted EBITDA after GRP compensation expense was accrued, which resulted in an Applicable Percentage of 16.3% for fiscal year 2024. Accordingly, 16.3% of PSU awards granted to the NEOs in October 2023 vested as shown in the Grants of Plan-Based Awards – Fiscal Year 2024 table below in the Executive Compensation section.

  46. LONG-TERM INCENTIVE (“LTI”) COMPENSATION

    LONG-TERM INCENTIVE (“LTI”) 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 and MSUs. Equity awards for fiscal year 2024 were granted to NEOs in October 2023, pursuant to the Company’s A&R 2016 Stock Incentive Plan, and were allocated equally between RSUs and MSUs (50% of target grant value for each NEO). The principal attributes and benefits of equity awards for executive officers are as follows: •RSU awards provide for annual vesting 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. •RSU and MSU awards provide for the issuance of shares of the Company’s common stock upon vesting. •The Company believes an equal mix of RSUs and MSUs is appropriate in order to balance direct alignment with stockholders, incentivize out performance on a relative basis vs. the market, encourage long-term stock ownership, and promote executive retention. 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.

  47. Restricted Stock Unit or RSU Awards

    Restricted Stock Unit or RSU 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, upon certain conditions, vesting upon retirement as noted below). Except as otherwise noted, RSU awards vest annually over three years from the grant date, with approximately 1/3 vesting on each of the vesting dates. 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, unvested RSUs will vest upon the effective date of retirement, provided at least one-year prior written notice of retirement is given by the employee. Payment of required withholding taxes due to the vesting of RSU awards is 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.

  48. 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”). The performance provisions of MSU awards are based on relative TSR for the Company over the MSU Measurement Period compared to the total return of the Index. To compute the relative TSR for the Company compared to the return for the Index, dividends paid are treated as reinvested as of the ex-dividend date for each declared dividend. The Applicable Percentage of the Target Number of shares is determined for NEOs based on the 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:

  49. Market Share Unit or MSU Awards

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

  50. Market Share Unit or MSU Awards

    The Applicable Percentage is 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 is 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. Except as otherwise provided 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. Payment of required withholding taxes due to the settlement of an MSU award, if any, is covered through withholding of shares by the Company. The Company issues a net number of MSU shares after withholding shares having a value on the Settlement Date equal to the required tax withholding obligation. In the event of a Change in Control (as defined in the A&R 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.

  51. 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.

  52. OTHER COMPENSATION POLICIES

    Compliance is determined using the current aggregate market value of (i) shares of the Company’s common stock owned, (ii) unvested RSUs, and (iii) if applicable, shares underlying vested equity awards. CLAWBACK POLICY On June 19, 2023, the Board, in accordance with the recommendation of the 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 is administered by the 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 Internal Revenue 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 2024 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.

  53. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table shows information for the three fiscal years ended August 31, 2024, August 31, 2023, August 31, 2022 concerning the compensation of our CEO, our CFO, and the three most highly compensated executive officers other than the CEO and CFO as of the end of fiscal year 2024 (collectively, “NEOs”):

  54. SUMMARY COMPENSATION TABLE

    | Name and Principal Position(s) | Year | Salary1 | Stock Awards2 | Non-Equity Incentive Plan Compensation3 | All Other Compensation4 | Total | | Steven A. Brass | 2024 | $640,800 | $2,073,161 | $829,340 | $116,873 | $3,660,174 | | CEO | 2023 | $600,000 | $1,394,168 | $355,809 | $108,676 | $2,458,653 | | | 2022 | $457,583 | $825,029 | $96,091 | $101,180 | $1,479,882 | | Sara K. Hyzer5 | 2024 | $336,420 | $521,784 | $237,622 | $103,828 | $1,199,654 | | CFO | 2023 | $315,000 | $321,417 | $103,212 | $96,672 | $836,301 | | Jeffrey G. Lindeman6 | 2024 | $320,400 | $353,415 | $212,942 | $99,400 | $986,157 | | Chief People Officer | 2023 | $300,000 | $294,663 | $89,595 | $95,048 | $779,306 | | William B. Noble7 | 2024 | $355,224 | $276,716 | $348,696 | $45,378 | $1,026,014 | | Group Managing Director | | | | | | | | Patricia Q. Olsem | 2024 | $382,989 | $460,166 | $235,676 | $119,835 | $1,198,666 | | Division President, Americas | 2023 | $346,934 | $402,050 | $145,870 | $109,852 | $1,004,706 | | | 2022 | $330,413 | $360,772 | $- | $101,075 | $792,260 |

  55. SUMMARY COMPENSATION TABLE

    1Salary reported for fiscal years 2023 and 2022 reflects base salary. For fiscal year 2024, base salary paid to each NEOs was as follows: Mr. Brass - $618,000; Ms. Hyzer - $324,450; Mr. Lindeman - $309,000; Mr. Noble - $355,224 (281,946 GBP converted to USD at an average annual exchange rate for fiscal year 2024 of $1.26 per GBP); and Ms. Olsem - $370,000. U.S.-based employees are paid bi-weekly, and during fiscal year 2024, there were 27 instead of the 26 traditional pay periods. Consequently, salary reported for each NEO (except for Mr. Noble) represents their respective base salary and an additional paycheck received during fiscal year 2024. 2Stock Awards other than PSUs for fiscal years 2024, 2023 and 2022 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 21, 2024. Stock Awards consisting of MSUs awarded in fiscal years 2024, 2023 and 2022 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 2024, 2023 and 2022 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 2022, the NEOs would have received 200% of the target number of shares. MSU achievement based on performance during the 3-year measurement period ending on August 31, 2024 was 120%. Based on the level of achievement of the applicable performance measure for PSUs granted in fiscal year 2024, NEOs earned 16.3% of target PSUs (and the balance of PSUs was forfeited). The following table sets forth the amounts that would have been included in Stock Awards for fiscal years 2024, 2023 and 2022 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.

  56. SUMMARY COMPENSATION TABLE

    | Named Executive Officer | Year | RSUs | MSUs (Maximum) | PSUs/DPUs (Maximum) | Total Stock Awards | | Steven A. Brass | 2024 | $872,084 | $2,203,957 | $607,961 | $3,684,002 | | | 2023 | $627,672 | $1,532,992 | $589,264 | $2,749,928 | | | 2022 | $390,025 | $870,008 | $352,449 | $1,612,482 | | Sara K. Hyzer | 2024 | $217,874 | $550,618 | $175,465 | $943,957 | | | 2023 | $144,706 | $353,422 | $170,160 | $668,288 | | | 2022 | $126,567 | $282,327 | $147,933 | $556,827 | | Jeffrey G. Lindeman | 2024 | $145,184 | $366,914 | $151,990 | 664,088 | | | 2023 | $132,661 | $324,004 | $147,188 | $603,853 | | | 2022 | $72,933 | $122,142 | $117,710 | $312,785 | | William B. Noble | 2024 | $108,937 | $275,309 | $184,815 | $569,061 | | | 2023 | $108,571 | $265,168 | $193,642 | $567,382 | | | 2022 | $81,236 | $181,210 | $177,929 | $440,375 | | Patricia Q. Olsem | 2024 | $188,877 | $477,334 | $200,134 | $866,344 | | | 2023 | $181,008 | $442,084 | $187,346 | $810,438 | | | 2022 | $170,552 | $380,441 | $162,931 | $713,924 |

  57. SUMMARY COMPENSATION TABLE

    3Amounts reported as Non-Equity Incentive Plan Compensation represent annual cash incentive compensation payouts as described in CD&A section of this Proxy Statement under the heading, GRP. Threshold, target and maximum payouts for each of the NEOs for fiscal year 2024 are set forth below in the table under the heading, Grants of Plan-Based Awards - Fiscal Year 2024. 4All 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, except for Mr. Noble, who received an In Lieu Benefit defined below (“Retirement Benefits”); (ii) dividend equivalent amounts paid to Messrs. Brass and Noble 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”); (iv) a taxable payment made to Mr. Noble in lieu of a retirement plan contribution under the U.K. retirement benefit program that would, if contributed to the retirement plan, result in adverse tax consequences to Mr. Noble (“In Lieu Benefit”); and (v) vehicle allowance costs which include lease or depreciation expense, fuel, maintenance and insurance costs, except for Mr. Noble, who received a cash allowance and fuel (“Vehicle Allowance”). The following table specifies the amounts included in All Other Compensation for fiscal year 2024 for each of the NEOs:

  58. SUMMARY COMPENSATION TABLE

    | Named Executive Officer | Retirement Benefits | Dividend Equivalents | Death Benefits | Welfare Benefits | Vehicle Allowance | Total All Other Compensation | | Steven A. Brass | $56,667 | $375 | $- | $43,101 | $16,730 | $116,873 | | Sara K. Hyzer | $56,667 | $- | $- | $26,807 | $20,354 | $103,828 | | Jeffrey G. Lindeman | $56,667 | $- | $- | $27,539 | $15,194 | $99,400 | | William B. Noble | $- | $14,751 | $- | $12,144 | $18,483 | $45,378 | | Patricia Q. Olsem | $56,667 | $308 | $- | $43,462 | $19,398 | $119,835 |

  59. SUMMARY COMPENSATION TABLE

    5Ms. Hyzer was appointed CFO effective November 1, 2022. Accordingly, only her compensation for the fiscal years ended August 31, 2024 and 2023 are presented. 6 Mr. Lindeman was not an NEO for the fiscal year 2022. Accordingly, only his compensation for the fiscal years ended August 31, 2024 and 2023 are presented. 7 Mr. Noble was not an NEO for the fiscal years 2023 or 2022. Accordingly, only his compensation for the fiscal year ended August 31, 2024 is presented. As an employee of the Company’s U.K. subsidiary, he is paid and/or receives benefits in GBP, and amounts shown have been converted to USD at average annual exchange rate for fiscal year 2024 of 1.26 per GBP.

  60. 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, 2024, 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.

  61. 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 Post-GRP (in 000s)(5) | | | | | | | Total Shareholder Return (3) | Peer Group Total Shareholder Return (3) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2024 | $3,660,174 | $4,970,863 | $1,076,687 | $1,363,462 | $136.49 | $141.98 | $69,644 | $108,567 | | 2023 | $2,458,653 | $2,715,405 | $817,106 | $865,284 | $109.96 | $121.63 | $65,993 | $94,734 | | 2022 | $3,632,413 | $3,455,230 | $945,276 | $723,034 | $95.05 | $118.07 | $67,329 | $93,258 | | 2021 | $3,729,888 | $4,241,228 | $1,267,213 | $1,490,577 | $118.59 | $145.58 | $70,229 | $105,932 |

  62. PAY VERSUS PERFORMANCE TABLE

    | Fiscal Year | Principal Executive Officer (“PEO”) | Non-PEO NEOs | | 2024 | Steven A. Brass | Sara K. Hyzer, Jeffrey G. Lindeman, William B. Noble, and Patricia Q. Olsem | | 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 |

  63. 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 the 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. In last year’s proxy statement, column d for fiscal year 2023 in the table below reflected MSUs granted in fiscal year 2020 at the fair value of the Company’s stock price as of fiscal year end 2023. However, the fair values for such MSUs should have reflected zero (i.e., forfeited or canceled) because the performance was assessed over the applicable three-year measurement period, and the level required for vesting was not achieved. Accordingly, the amounts presented below for fiscal year 2023 have been adjusted by ($429,311) for the PEO and ($70,091) as the average for the non-PEOs. With respect to forfeited or canceled MSUs due to service periods not met, such values are reflected in column g below, and the amount shown has been revised to reflect the average of non-PEOs or ($19,690) instead of the one non-PEO of ($98,449) that was stated in last year’s proxy statement. 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 21, 2024. In the calculation of “Compensation Actually Paid” and presented in the table, the following amounts were deducted and added:

  64. 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 | Value of Awards Granted and Vested in Fiscal Year | Fair Value of Prior Year Awards Canceled as of Prior FYE | Total Equity Adjustments | Compensation Actually Paid | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h)=(c)+(d)+(e)+(f)+(g) | = (a)-(b)+(h) | | 2024 | PEO | $3,660,174 | $2,073,161 | $2,599,977 | $659,264 | $(7,122) | $131,731 | $— | $3,383,850 | $4,970,863 | | | Non-PEO NEOs | $1,076,687 | $397,879 | $487,871 | $161,859 | $(1,578) | $36,502 | $— | $684,654 | $1,363,462 | | 2023 | PEO | $2,458,653 | $1,394,168 | $1,828,439 | $(103,897) | $(73,622) | $— | $— | $1,650,920 | $2,715,405 | | | Non-PEO NEOs | $817,106 | $349,449 | $339,752 | $(4,233) | $(16,815) | $98,613 | $(19,690) | $397,627 | $865,284 | | 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 | $723,034 | | 2021 | PEO | $3,729,888 | $1,574,584 | $1,767,540 | $(1,376,274) | $886,626 | $808,032 | $— | $2,085,924 | $4,241,228 | | | Non-PEO NEOs | $1,267,213 | $397,784 | $446,715 | $(199,676) | $118,963 | $255,146 | $— | $621,148 | $1,490,577 |

  65. 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, 2024 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 Post-GRP as our most important financial measure (that is not otherwise required to be disclosed in the table) used to link “compensation actually paid” to our NEOs to Company performance for fiscal year 2024. Global Adjusted EBITDA is used by the Committee and the Company as part of its calculation to determine GRP earned and as the sole measure for determining the level of achievement for vesting of PSUs. See additional information in the CD&A section of the Proxy Statement.

  66. GRANTS OF PLAN-BASED AWARDS - FISCAL YEAR 2024

    GRANTS OF PLAN-BASED AWARDS - FISCAL YEAR 2024 In addition to base salary and GRP for fiscal year 2024, NEOs were granted RSU, MSU and PSU awards under the Company’s A&R 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 provides threshold, target, and maximum payout information relating to the Company’s fiscal year 2024 GRP.

  67. GRANTS OF PLAN-BASED AWARDS - FISCAL YEAR 2024

    | | | 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 | 10/05/2023 | $1 | $640,800 | $1,281,600 | | | | | | | | 10/05/2023 (MSU) | | | | 2,225 | 4,451 | 8,902 | | $1,101,979 | | | 10/05/2023 (RSU) | | | | | | | 4,451 | $872,084 | | | 10/05/2023 (PSU) | | | | 152 | | 3,056 | | $99,098 | | Sara K. Hyzer | 10/05/2023 | $1 | $185,031 | $370,062 | | | | | | | | 10/05/2023 (MSU) | | | | 556 | 1,112 | 2,224 | | $275,309 | | | 10/05/2023 (RSU) | | | | | | | 1,112 | $217,874 | | | 10/05/2023 (PSU) | | | | 44 | | 882 | | 28,601 | | Jeffrey G. Lindeman | 10/05/2023 | $1 | $160,200 | $320,400 | | | | | | | | 10/05/2023 (MSU) | | | | 370 | 741 | 1,482 | | $183,457 | | | 10/05/2023 (RSU) | | | | | | | 741 | $145,184 | | | 10/05/2023 (PSU) | | | | 38 | | 764 | | $24,774 | | William B. Noble | 10/05/2023 | $1 | $195,373 | $390,746 | | | | | | | | 10/05/2023 (MSU) | | | | 278 | 556 | 1,112 | | $137,654 | | | 10/05/2023 (RSU) | | | | | | | 556 | $108,937 | | | 10/05/2023 (PSU) | | | | 46 | | 929 | | 30,125 | | Patricia Q. Olsem | 10/05/2023 | $1 | $210,644 | $421,288 | | | | | | | | 10/05/2023 (MSU) | | | | 482 | 964 | 1,928 | | $238,667 | | | 10/05/2023 (RSU) | | | | | | | 964 | $188,877 | | | 10/05/2023 (PSU) | | | | 50 | | 1,006 | | 32,622 |

  68. GRANTS OF PLAN-BASED AWARDS - FISCAL YEAR 2024

    1The Estimated Future Payouts Under Non-Equity Incentive Plan Awards represent Threshold, Target and Maximum payouts under the Company GRP awards payable for fiscal year 2024 performance. The Target amount represents 50% of the Maximum payout for each NEO. The Maximum amount represents the annual non-equity incentive compensation opportunity for each NEO that assumes full achievement of the GRP performance measures (as more fully discussed above in the CD&A section under the heading, GRP) and attainment by the Company of a level of Global Adjusted EBITDA Post-GRP sufficient to maximize GRP payouts. 2The Estimated Future Payouts Under Equity Incentive Plan Awards represent the Threshold, Target, and/or 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.

  69. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR END

    OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR END The following table provides detailed information concerning the RSU and MSU awards that were not vested as of the fiscal year end, August 31, 2024, for each of the NEOs:

  70. OUTSTANDING EQUITY AWARDS AT 2024 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 | 7,500 | $1,971,300 | 18,492 | $4,860,437 | | Sara K. Hyzer | 1,868 | $490,985 | 4,631 | $1,217,212 | | Jeffrey G. Lindeman | 1,370 | $360,091 | 3,458 | $908,901 | | William B. Noble | 1,103 | $289,913 | 2,844 | $747,517 | | Patricia Q. Olsem | 1,928 | $506,756 | 5,004 | $1,315,251 |

  71. OUTSTANDING EQUITY AWARDS AT 2024 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 $262.84 per share or unit, which was the closing price of the Company’s common stock on August 31, 2024. 3Represents the maximum number of shares to be issued with respect to MSU awards granted in fiscal years 2023 and 2024 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 granted in fiscal year 2022 are included at 120% of the units granted on October 12, 2021 because such MSUs did not vested until after the fiscal year end (on October 3, 2024 when the Committee certified the level of performance achieved).

  72. STOCK VESTED – FISCAL YEAR 2024

    STOCK VESTED – FISCAL YEAR 2024 For fiscal year 2024, equity awards to our executive officers were 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. RSU, MSU and PSU awards were granted to the NEOs by the Committee in October 2023. All of the equity awards are set forth below in the table under the heading, Grants of Plan-Based Awards - Fiscal Year 2024. In establishing award levels for the NEOs for fiscal year 2024, the Committee placed emphasis on long-term retention goals and desired incentives for current and future contributions. The RSU and MSU awards 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. The specific RSU award amounts 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 2023 in areas over which the NEO had particular influence. PSU awards were established by reference to each NEO’s annual GRP opportunity, which is based on a multiple of fiscal year 2024 base salary ranging from 1x to 2x, and fiscal year 2024 maximum percentage GRP opportunity. The share equivalent value of PSUs awarded to each NEO as of the date of grant equals 50% of the NEO’s maximum GRP opportunity. Restricted Stock Units (RSUs) and Performance Stock Vested (PSUs): The following table sets forth the number of shares of the Company’s common stock acquired upon the vesting of RSU and PSU awards in the Company’s last fiscal year and the aggregate dollar value realized with respect to such awards.

  73. STOCK VESTED – FISCAL YEAR 2024

    | | Stock Awards | | | Named Executive Officer | Number of Shares Acquired on Vesting1 | Value Realized on Vesting2 | | Steven A. Brass | 3,006 | $660,935 | | Sara K. Hyzer | 625 | $139,504 | | Jeffrey G. Lindeman | 553 | $123,309 | | William B. Noble | 628 | $140,498 | | Patricia Q. Olsem | 1,070 | $234,580 |

  74. STOCK VESTED – FISCAL YEAR 2024

    1The Number of Shares Acquired on Vesting includes shares of the Company’s common stock issued on October 24, 2023 upon vesting of RSU awards and the vesting of PSUs on August 31, 2024 that the Committee certified achievement on October 3, 2024. 2The Value Realized on Vesting for the RSUs on October 24, 2023 is calculated based on the number of vested RSU awards multiplied by the closing price of $211.34 for the Company’s common stock on such date. The Value Realized on Vesting for PSUs on August 31, 2024 is calculated based on the number of restricted common stock issued as a result of vested PSUs multiplied by the closing price of $262.84 for the Company’s common stock on October 3, 2024, which was the Committee certification date.

  75. NONQUALIFIED DEFERRED COMPENSATION – FISCAL YEAR 2024

    NONQUALIFIED DEFERRED COMPENSATION – FISCAL YEAR 2024 The following table provides information concerning compensation received by the NEOs that is subject to deferral under applicable RSU and DPU award agreements:

  76. NONQUALIFIED DEFERRED COMPENSATION – FISCAL YEAR 2024

    | Named Executive Officer | Aggregate Earnings in Last FY1 ($) | Aggregate Balance at Last FYE2 ($) | | Steven A. Brass | $5,181 | $28,387 | | Sara K. Hyzer | $— | $— | | Jeffrey G. Lindeman | $— | $— | | William B. Noble | $203,920 | $1,117,333 | | Patricia Q. Olsem | $4,269 | $23,393 |

  77. NONQUALIFIED DEFERRED COMPENSATION – FISCAL YEAR 2024

    1The Aggregate Earnings in Last FY represents the increase in value from August 31, 2023 to August 31, 2024 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, 2024 of $262.84 and on August 31, 2023 of $214.87, an increase in value of $47.97 per share. Amounts shown are not included as compensation in the Summary Compensation Table for fiscal year 2024. 2The Aggregate Balance at Last FYE represents the value as of August 31, 2024 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, 2024, which was $262.84 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.

  78. 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 2024 was approximately 44:1. To determine the CEO pay ratio, the total annual compensation for the median employee for fiscal year 2024 was calculated to be $82,860, 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 $3,660,174 for fiscal year 2024. We identified the Company’s median employee from 665 employees of the Company (excluding the CEO) as of August 31, 2024. Employees included full-time, part-time and temporary employees and fixed term contract employees, located in 16 countries at such time. To identify the Company’s median employee in fiscal year 2024, we calculated total compensation for fiscal year 2024 for each employee other than the CEO by including salary or regular hourly wages paid in the fiscal year, annual cash incentive compensation paid during the fiscal year under the Company’s GRP, 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 2024 or who terminated prior to the end of the fiscal year 2024 was not annualized. For employees who received compensation denominated in a foreign currency, such amounts were converted to USD using average annual exchange rates as of August 31, 2024. As of August 31, 2024, the Company employed 665 employees located in 16 countries. The Company’s median employee is located in the U.S.