DEF 14A of Unifirst Corp, Nov 30, 2023

DEF 14A of Unifirst Corp

Filed Nov 30, 2023 · FY20230000950170-23-066955

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS The Board of Directors of the Company is currently composed of six members, divided into three classes of two directors. Generally, one class is elected each year at the Annual Meeting of Shareholders and the Directors in each class serve for a term of three years and until their respective successors are duly elected and qualified. As the term of one class expires, a successor class is elected at each Annual Meeting of Shareholders. At the Annual Meeting, two Class I Directors will be elected to serve until the 2027 Annual Meeting of Shareholders and until their respective successors are duly elected and qualified. The Board of Directors has nominated Michael Iandoli and Joseph M. Nowicki as Class I Directors (together, the “Nominees”). The Board of Directors has determined that Messrs. Iandoli and Nowicki are “independent” under the rules of the New York Stock Exchange. Unless otherwise instructed, the persons named in the proxy will vote the shares to which the proxy relates “For” the election of the Nominees to the Board of Directors. While the Company has no reason to believe that any of the Nominees will be unable to serve as a Director, in the event any of the Nominees should become unavailable to serve at the time of the Annual Meeting, it is the intention of the persons named in the proxy to vote such proxy for such other person or persons as the Board of Directors may recommend.

  2. Information Regarding Nominees and Directors

    Information Regarding Nominees and Directors The following table sets forth certain information with respect to the two nominees for election as Class I Directors at the Annual Meeting and those continuing Directors of the Company whose terms expire at the Annual Meetings of Shareholders in 2025 and 2026, based on information furnished to the Company by each Director. Approximately one-third of our Board of Directors self-identifies as female or ethnically diverse.

  3. Information Regarding Nominees and Directors

    | Class I Director Nominees for Election at the 2024 Annual Meeting – Nominated to Serve for a Term that Expires in 2027 | Age | Director Since | | Michael Iandoli | 78 | 2007 | | Mr. Iandoli has served as Director of the Company since 2007. He currently consults with various businesses in the areas of staffing and managed service programs. He previously served as Chief Executive Officer of PEAK Technical Staffing USA, a provider of technical staffing, from August 2013 to April 2020. Mr. Iandoli previously served as Director of Strategic Staffing at PEAK Technical Staffing USA from 2007 to August 2013. He served for over 30 years as a senior executive and President of TAC Worldwide Companies, a billion dollar international contract labor firm serving the automotive and high-tech industries. Mr. Iandoli was President of the Executive Committee at the Larz Anderson Auto Museum from 2007 to January 2014. Mr. Iandoli brings to the Board of Directors his extensive executive leadership and operational experience. | | | | Joseph M. Nowicki (1) | 62 | 2022 | | Mr. Nowicki has served as Director of the Company since 2022. Mr. Nowicki was the Executive Vice President and Chief Financial Officer of Beacon Roofing Supply, Inc., a Nasdaq-listed distributor of commercial and residential roofing products and related building materials, from 2013 to 2020. He was previously Chief Financial Officer of Spartan Motors, Inc., a Nasdaq-listed specialty vehicle manufacturer, from 2009 to 2013. Mr. Nowicki has served since 2020 on the Board of Directors of LL Flooring Holdings, Inc. (formerly Lumber Liquidators Holdings, Inc.), a NYSE-listed company that is one of North America’s leading specialty retailers of hard-surface flooring, where he is Chair of the Audit Committee and a member of the Compliance and Regulatory Affairs Committee. Mr. Nowicki previously served on the Board of Directors of Diversified Restaurant Holdings, Inc., a Nasdaq-listed company and one of the largest franchisees of Buffalo Wild Wings, from 2010 to 2020. He also previously served on the Board of Directors of ASV Holdings, Inc., a Nasdaq-listed company and designer and manufacturer of a broad range of high-quality compact track loader and skid steer loader equipment, from 2017 to 2019. Mr. Nowicki brings to the Board of Directors his extensive leadership, business and financial experience. | | | | Continuing Class III Directors – Term Expires in 2025 | Age | Director | | | | Since | | Cynthia Croatti | 68 | 1995 | | Ms. Croatti joined the Company in 1980. Ms. Croatti was most recently an Executive Vice President with a primary focus on advancing key initiatives aimed at enhancing the Company’s culture, branding, and long-term strategy. Ms. Croatti retired from the Company in 2022 but remains a special consultant and advisor to the Company's CEO and Senior Leadership Team. During her tenure at the Company, she previously had primary responsibility for overseeing the human resources and purchasing functions. Ms. Croatti has served as a Director since 1995 and previously served as Treasurer. Ms. Croatti brings to the Board of Directors her detailed knowledge of the Company and the Company’s industry and her executive leadership experience. | | | | Sergio A. Pupkin (1) | 58 | 2022 | | Mr. Pupkin has served as a Director of the Company since October 2022. He has served since 2021 as Senior Vice President and Chief Growth and Strategy Officer at Sealed Air Corporation, a NYSE-listed leading global provider of packaging solutions integrating high-performance materials, automation, equipment and services. In that role, Mr. Pupkin is responsible for global strategy, mergers and acquisitions, strategic marketing, digital business development, research and development and sustainability. Mr. Pupkin was previously named Vice President and Chief Growth & Strategy Officer and appointed an executive officer of Sealed Air Corporation in 2020. Prior to that, Mr. Pupkin served as Vice President and Chief Strategy Officer of Sealed Air Corporation from 2019 to 2020 and served as Vice President, Corporate Strategy, Mergers and Acquisitions from 2016 to 2019. From 2011 to 2016, Mr. Pupkin held leadership positions in Sealed Air Corporation’s former Diversey Care segment. Mr. Pupkin brings to the Board of Directors extensive leadership experience in strategy, corporate development and international marketing. | | |

  4. Information Regarding Nominees and Directors

    | Continuing Class II Directors – Term Expires in 2026 | Age | Director Since | | Steven S. Sintros | 50 | 2017 | | Mr. Sintros joined the Company in 2004. Mr. Sintros has served as our President and Chief Executive Officer and a Director since July 2017. He has overall responsibility for management of the Company. He previously served as our Chief Financial Officer from January 2009 until January 2018. Prior to taking the role of Chief Financial Officer, Mr. Sintros held various financial roles within the Company. Mr. Sintros brings to the Board of Directors his executive leadership experience and his significant knowledge of, and experience with, the Company and its industry. | | | | Raymond C. Zemlin | 68 | 2017 | | Mr. Zemlin has served as Director of the Company since January 2017 and as Chairman of the Board of Directors since October 2017. Mr. Zemlin was a partner in the law firm Goodwin Procter LLP until his retirement in September 2017. Mr. Zemlin joined Goodwin Procter LLP in 1980 and became a partner in 1988. While at Goodwin Procter LLP, he focused primarily on securities law, mergers and acquisitions, corporate finance and governance matters for public companies. Mr. Zemlin brings to the Board of Directors an in-depth knowledge of the Company and the industries in which it operates combined with over 35 years of legal expertise and experience. | | |

  5. Information Regarding Nominees and Directors

    The Company has designated Messrs. Nowicki and Pupkin to be elected by the holders of Common Stock voting separately as a single class.

  6. Compensation Discussion and Analysis

    Compensation Discussion and Analysis The Compensation Committee of our Board of Directors, in collaboration with management, develops and implements our compensation policies. The Compensation Committee also reviews and establishes the compensation paid to our executive officers. We believe we provide an appropriate and competitive total compensation package to our executive officers through a combination of base salary, annual cash incentive bonuses, long-term equity incentive compensation and broad-based benefits programs. We place significant emphasis on pay for performance-based incentive compensation, which is designed to reward our executive officers based on the achievement of predetermined corporate goals. This Compensation Discussion and Analysis describes our compensation objectives, policies and practices with respect to our President and Chief Executive Officer, Executive Vice President and Chief Financial Officer, and our other four most highly-compensated executive officers as determined in accordance with applicable SEC rules (collectively, our “named executive officers”). For fiscal 2023, as we did in last year’s Proxy Statement, we determined to include a sixth named executive officer (i.e., a fourth other most highly-compensated executive officer) because each of William M. Ross and Michael A. Croatti has the same title and received the same level of salary, annual cash incentive bonus and annual long-term equity incentive awards in fiscal 2023. Accordingly, our named executive officers in fiscal 2023 were Steven S. Sintros, our President and Chief Executive Officer, Shane F. O’Connor, our Executive Vice President and Chief Financial Officer, David M. Katz, our Executive Vice President, Sales and Marketing, David A. DiFillippo, our Executive Vice President, Operations, Mr. Ross, our Executive Vice President, Operations and Mr. Croatti, our Executive Vice President, Operations.

  7. Our Executive Compensation Programs and Plans

    Our Executive Compensation Programs and Plans We designed our executive compensation programs and plans to achieve the objectives described above. Our executive compensation primarily consists of base salary, annual cash incentive bonuses under an executive bonus plan and CEO Cash Incentive Bonus Plan, or CEO Bonus Plan, that are tied to the achievement of predetermined corporate performance goals, long-term equity incentive compensation and broad-based benefits programs. We also design management by objectives, or MBOs, for certain of our named executive officers, which are intended to incentivize performance with respect to objectives established at the beginning of the fiscal year. Our named executive officers have the opportunity to earn cash bonuses based on their achievement with respect to such MBOs. Within the context of the overall objectives of our compensation programs, we typically determine the specific amounts of compensation to be paid to each of our named executive officers based on a number of factors: the performance of our named executive officers in prior years; • the roles and responsibilities of our named executive officers; • the individual experience and skills of our named executive officers; • for each named executive officer, other than our Chief Executive Officer, the evaluations and recommendations of our Chief Executive Officer; and • the amounts of compensation being paid to our other named executive officers. In addition, we rely on our understanding of the amount of compensation paid by our principal competitors and similarly situated companies to their executives with comparable roles and responsibilities as a market check for the compensation decisions we make. Each of the primary elements of our executive compensation is discussed in detail below, including a description of how each element fits into the overall compensation of our named executive officers. We also discuss below the amounts of compensation paid to our named executive officers for fiscal 2023 under each of these elements. In the descriptions below, we highlight particular compensation objectives that we have used to design specific elements of our executive compensation program to address. However, it should be noted that we have designed our compensation programs to complement each other and collectively serve all of our executive compensation objectives described above. Accordingly, whether or not specifically mentioned below, we believe that each element of our executive compensation program serves each of our objectives to a greater or lesser extent. With respect to our CEO compensation program, we initially designed the structure in fiscal 2017 with benchmarking data and input from Pearl Meyer & Partners, LLC (now known as Meridian Compensation Partners), a third party compensation consulting firm. At that time, we considered and confirmed Pearl Meyer’s independence. While we did not conduct formal benchmarking with respect to the compensation of our named executive officers in fiscal 2023, we used data prepared by Meridian Compensation Partners as one of several factors to inform certain of our determinations with respect to such compensation. We considered and confirmed the independence of Meridian Compensation Partners. Base Salary - Named Executive Officers We pay our named executive officers a base salary, which we review and determine annually. We believe that a competitive base level of compensation is a necessary element of any compensation program that is designed to attract and retain talented and experienced executive officers who will facilitate the accomplishment of our long-term strategic plan and increase shareholder value. We also believe that attractive base salaries can motivate and reward executive officers for their overall performance. The base salaries paid to our named executive officers reflect the general performance of our named executive officers during prior years, their roles and responsibilities, and their experience, skills and contributions. The base salaries set forth in the “Summary Compensation Table” below reflect the base salaries earned by our named executive officers in fiscal 2023. We determined the base salaries of our named executive officers on a fiscal year basis. For fiscal 2023, we increased the annual base salaries of our named executive officers as a result of their performance as follows: Mr. Sintros from $850,000 to $888,250, Mr. O’Connor from $400,000 to $422,000, Mr. Katz from $444,000 to $461,760, Mr. DiFillippo from $410,000 to $426,400, Mr. Ross from $375,000 to $393,750 and Mr. Croatti from $375,000 to $393,750. Annual Cash Incentive Bonuses - Named Executive Officers Consistent with our emphasis on performance incentive compensation programs, our named executive officers are eligible to receive annual cash incentive bonuses primarily based on their performance as measured against predetermined corporate financial goals that we establish. The primary objective of our annual cash incentive bonuses is to motivate our named executive officers and to reward them for meeting our short-term objectives using a performance-based compensation program with objectively determinable goals. Our annual cash incentive bonuses also align the interests of our named executive officers and our shareholders by providing our executives with incentives to increase shareholder value and a reward for doing so. Mr. Sintros participates in our CEO Bonus Plan, and our other named executive officers participate in our executive bonus plan. Our CEO Bonus Plan and executive bonus plan are described below. The performance metrics for fiscal 2023 under the CEO Bonus Plan were the same as the performance metrics under our executive bonus plan and are based on corporate adjusted revenue and adjusted operating income. We designed the structure of the plans in fiscal 2023 to align the performance bonus criteria for all of our named executive officers. In establishing our bonus opportunities under the executive bonus plan, we consider the incentives that we want to provide to our executives. In addition, as described above, certain of our named executive officers have the opportunity to earn cash bonuses in connection with MBOs that we design at the beginning of the fiscal year. In fiscal 2023, each of Messrs. Sintros and O’Connor had the opportunity to earn cash bonuses based on MBOs, which are described below. CEO Bonus Plan Under our CEO Bonus Plan, Mr. Sintros has the potential to earn annual cash incentive bonuses at a level that represents a meaningful portion of his cash compensation. For fiscal 2023, our CEO Bonus Plan provided for potential annual cash incentive bonuses of up to 127.5% of Mr. Sintros’ salary earned for the fiscal year. Potential bonus payments under our CEO Bonus Plan are linked to objective criteria set forth in the plan. Mr. Sintros can earn annual cash incentive bonuses based on predetermined criteria tied to adjusted revenues and adjusted operating income. At the beginning of fiscal 2023, we set five potential achievement levels with respect to adjusted revenue. If actual adjusted revenue met a specified achievement level, Mr. Sintros would earn a corresponding specified percentage of his salary. The CEO Bonus Plan for fiscal 2023 included potential adjustments to actual revenues to take into account the impact of any deterioration of the Canadian dollar to U.S. dollar exchange rate from 0.73 U.S. dollars to 1.0 Canadian dollar and potential adjustments relating to significant transactions that are not customary nor likely to recur.

  8. Our Executive Compensation Programs and Plans

    | Adjusted Revenue Potential Achievement Levels and Bonus as a Percentage of Base Salary | | | | | Actual Results | | | Threshold (50%) | Achievement (75%) | Target (100%) | Achievement (125%) | Maximum (150%) | Adjusted 2023 Revenue Achieved | % Payout based on Revenue Achievement | | $2,115.0 | $2,133.8 | $2,152.5 | $2,171.3 | $2,190.0 | $2,190.1 | | | 21.3% | 31.9% | 42.5% | 53.1% | 63.8% | | 63.8% |

  9. Our Executive Compensation Programs and Plans

    | Adjusted Operating Income Potential Achievement Levels and Bonus as a Percentage of Base Salary | | | | | Actual Results | | | Threshold (50%) | Achievement (75%) | Target (100%) | Achievement (125%) | Maximum (150%) | Adjusted 2023 Operating Income | % Payout based on Operating Income Achievement | | $161.0 | $169.8 | $178.5 | $187.3 | $196.0 | $170.6 | | | 21.3% | 31.9% | 42.5% | 53.1% | 63.8% | | 21.3% |

  10. Our Executive Compensation Programs and Plans

    Our actual operating income for fiscal 2023 was $133.6 million and our adjusted operating income under the CEO Bonus Plan was $170.6 million. However, our operating income in our core laundries segment, which is a significant driver of our business, was below our forecast. As a result, we determined that the bonus payout should be based on threshold achievement instead of achievement at the 75% level. Accordingly, based on achieving the threshold level, Mr. Sintros’ earned a bonus of 21.3% of his base salary on account of adjusted operating income for fiscal 2023. The amount of Mr. Sintros’ bonus for fiscal 2023 under the CEO Bonus Plan was determined to be $755,013, which was 85.1% of his base salary. Such amount is reflected in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table” below. Executive Bonus Plan Under our executive bonus plan, our named executive officers have the potential to earn annual cash incentive bonuses at a level that represents a meaningful portion of our named executive officers’ cash compensation. For fiscal 2023, our executive bonus plan provided for potential annual cash incentive bonuses of up to 60% of the named executive officer’s salary earned for the fiscal year. Potential bonus payments under our executive bonus plan are linked to objective criteria set forth in the plan. Our named executive officers can earn annual cash incentive bonuses based on predetermined criteria tied to corporate adjusted revenues and adjusted operating income. At the beginning of fiscal 2023, we set five potential achievement levels with respect to adjusted revenue. If actual adjusted revenue met a specified achievement level, each executive would earn a corresponding specified percentage of the executive’s salary. The executive bonus plan for fiscal 2023 included the same potential adjustments to actual revenue as were included in the CEO Bonus Plan described above. At the beginning of fiscal 2023, we also set five potential achievement levels with respect to adjusted operating income. If actual adjusted operating income met a specified achievement level, each executive would earn a corresponding specified percentage of the executive’s salary. The executive bonus plan for fiscal 2023 included the same potential adjustments to actual operating income as were included in the CEO Bonus Plan described above. The following table includes the potential and actual achievement levels and corresponding bonus payouts for fiscal 2023 with respect to adjusted revenue under our executive bonus plan (in millions, except percentages):

  11. Our Executive Compensation Programs and Plans

    | Adjusted Revenue Potential Achievement Levels and Bonus as a Percentage of Base Salary | | | | | Actual Results | | | Threshold (50%) | Achievement (75%) | Target (100%) | Achievement (125%) | Maximum (150%) | Adjusted 2023 Revenue Achieved | % Payout based on Revenue Achievement | | $2,115.0 | $2,133.8 | $2,152.5 | $2,171.3 | $2,190.0 | $2,190.1 | | | 10.0% | 15.0% | 20.0% | 25.0% | 30.0% | | 30.0% |

  12. Our Executive Compensation Programs and Plans

    | Adjusted Operating Income Potential Achievement Levels and Bonus as a Percentage of Base Salary | | | | | Actual Results | | | Threshold (50%) | Achievement (75%) | Target (100%) | Achievement (125%) | Maximum (150%) | Adjusted 2023 Operating Income | % Payout based on Operating Income Achievement | | $161.0 | $169.8 | $178.5 | $187.3 | $196.0 | $170.6 | | | 10.0% | 15.0% | 20.0% | 25.0% | 30.0% | | 10.0% |

  13. Our Executive Compensation Programs and Plans

    Our actual operating income for fiscal 2023 was $133.6 million and our adjusted operating income under the executive bonus plan was $170.6 million. However, our operating income in our core laundries segment, which is a significant driver of our business, was below our forecast. As a result and as we did under our CEO Bonus Plan, we determined that the bonus payout should be based on threshold achievement instead of achievement at the 75% level. Accordingly, based on achieving the threshold level, the named executive officers earned a bonus of 10.0% of the executive’s base salary on account of adjusted operating income for fiscal 2023. As a result of the achievement levels under our executive bonus plan discussed above, our named executive officers received the following annual cash incentive bonuses for fiscal 2023:

  14. Our Executive Compensation Programs and Plans

    | Name | Bonus | % of Base Salary | | Shane F. O’Connor | $168,799 | 40.0% | | David M. Katz | $184,704 | 40.0% | | David A. DiFillippo | $170,559 | 40.0% | | William M. Ross | $157,499 | 40.0% | | Michael A. Croatti | $157,499 | 40.0% |

  15. Our Executive Compensation Programs and Plans

    The 40.0% of base salary earned by each of the named executive officers under our executive bonus plan is reflected in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table” below. CEO MBO Bonus For fiscal 2023, we determined that Mr. Sintros would be eligible to receive a cash bonus of up to $200,000 (approximately 22.5% of his base salary) based on the potential achievement of three MBOs that we designed at the beginning of fiscal 2023. The first MBO was tied to the continued implementation of our CRM and ERP systems in accordance with the then current timeline. The second MBO related to overseeing the successful integration of our fiscal 2023 acquisition of Clean Uniform. The third MBO related to certain strategic planning matters. The Committee set the achievement potential for the CRM and ERP systems-related MBO at $50,000, acquisition-related MBO at $75,000 and strategic planning matters-related MBO at $75,000. We determined that Mr. Sintros achieved the maximum potential bonus related to both the CRM and ERP systems-related and the acquisition-related MBOs and a bonus of $37,500 with respect to the strategic planning matters MBO. As a result, we approved an aggregate cash bonus of $162,500 to be paid to Mr. Sintros on account of such MBOs. Such bonus with respect to Mr. Sintros’ MBOs is included in the “Bonus” column of the “Summary Compensation Table” below. CFO MBO Bonus For fiscal 2023, we determined that Mr. O’Connor would be eligible to receive a cash bonus of up to $100,000 (approximately 23.4% of his base salary) based on the potential achievement of two MBOs. The first MBO was tied to the continued implementation of the CRM and ERP systems in accordance with the then current timeline. The second MBO was tied to the remediation of the previously identified material weakness in our internal controls. The Committee set the achievement potential for each MBO at $50,000. We determined that Mr. O’Connor achieved the maximum potential bonus under the CRM and ERP systems-related MBO but did not achieve the internal control-related MBO. As a result, we approved an aggregate cash bonus of $50,000 to be paid to Mr. O’Connor on account of the CRM and ERP systems-related MBO. Such bonus with respect to Mr. O’Connor’s MBO is included in the “Bonus” column of the “Summary Compensation Table” below. Long-Term Equity Incentive Compensation—Named Executive Officers We grant long-term equity incentive awards to our named executive officers as part of our total compensation package. We use long-term equity incentive awards as part of our emphasis on performance-based incentive compensation. Our long-term equity incentive awards align the interests of our named executive officers and our shareholders by providing our executives with incentives to increase shareholder value and a reward for doing so. We generally grant long-term incentive awards once each year to each of our named executive officers. We generally grant such equity awards in October or November after the filing of Annual Report on Form 10-K. We awarded time-based stock-settled stock appreciation rights (“SAR”) and restricted stock units (“RSU”) to our named executive officers in fiscal 2023. With respect to SARs, the recipient receives the value (in shares) of the appreciation in the market price of our Common Stock from the grant date to the exercise date. The SARs and RSUs vest in five equal annual installments of 20%. We sometimes refer to our SARs herein as “Share-Based Awards.” In fiscal 2023, we granted the following SARs to the following named executive officers:

  16. Our Executive Compensation Programs and Plans

    | Name | Number of Time-Based RSUs | | Steven S. Sintros | 3,937 | | Shane F. O’Connor | 1,969 | | David M. Katz | 1,772 | | David A. DiFillippo | 1,378 | | William M. Ross | 1,378 | | Michael A. Croatti | 1,378 |

  17. Our Executive Compensation Programs and Plans

    In fiscal 2023, we also granted performance-based restricted stock units (“PSU”) to our named executive officers. The performance criteria and achievement levels under the PSU awards were the same as the adjusted revenue and adjusted operating income criteria and achievement levels established under the CEO Bonus Plan and executive bonus plan, which are described above. Additional information regarding potential achievement levels with respect to our PSUs is set forth in the Grants of Plan-Based Awards table below. PSUs that are determined to be earned upon achievement of the performance criteria are fully vested. The following PSUs were earned by our named executive officers on account of our adjusted revenue achievement at the maximum level and adjusted operating income achievement at the threshold level for fiscal 2023:

  18. Our Executive Compensation Programs and Plans

    | | Number of PSUs | | | Name | Earned based on Adjusted Revenue Achievement | Earned based on Adjusted Operating Income Achievement | | Steven S. Sintros | 1,968 | 656 | | Shane F. O’Connor | 493 | 165 | | David M. Katz | 443 | 148 | | David A. DiFillippo | 345 | 115 | | William M. Ross | 345 | 115 | | Michael A. Croatti | 345 | 115 |

  19. Summary Compensation Table

    Summary Compensation Table The following table sets forth summary information concerning the annual compensation for the years ended August 26, 2023, August 27, 2022 and August 28, 2021, respectively, awarded to, earned by or paid to our President and Chief Executive Officer, Executive Vice President and Chief Financial Officer and our other four most highly-compensated executive officers (collectively, for purposes of the tables set forth in this Proxy Statement, our “named executive officers”):

  20. Summary Compensation Table

    | Name and Principal Position | Year | Salary (1) | Bonus | Share- Based Awards (2) | Stock Awards (3) | Non- Equity Incentive Plan Compensation | Change in Pension Value and Nonqualified Deferred Compensation Earnings (4) | All Other Compensation | Total | | Steven S. Sintros | 2023 | $888,251 | $162,500 | $349,970 | $1,249,877 | $755,013 | $— | $29,945(5) | $3,435,556 | | President and | 2022 | $849,998 | $153,550 | $350,014 | $1,500,585 | $424,999 | $— | $32,870 | $3,312,016 | | Chief Executive | 2021 | $675,000 | $100,000 | $350,039 | $1,380,192 | $572,941 | $169,979 | $28,184 | $3,276,334 | | Officer | | | | | | | | | | | Shane F. O’Connor | 2023 | $421,997 | $50,000 | $125,029 | $500,522 | $168,799 | $— | $29,520(6) | $1,295,867 | | Executive Vice | 2022 | $400,000 | $12,500 | $112,538 | $337,597 | $100,001 | $— | $31,155 | $993,791 | | President and Chief | 2021 | $367,562 | $— | $65,023 | $195,153 | $155,993 | $113,095 | $26,682 | $923,508 | | Financial Officer | | | | | | | | | | | David M. Katz | 2023 | $461,761 | $— | $112,501 | $450,413 | $184,704 | $9,158 | $29,409(7) | $1,247,946 | | Executive Vice | 2022 | $444,000 | $13,875 | $100,028 | $300,198 | $111,000 | $— | $32,870 | $1,001,971 | | President, Sales and | 2021 | $429,049 | $— | $65,023 | $195,153 | $182,089 | $70,992 | $28,184 | $970,490 | | Marketing | | | | | | | | | | | David A. DiFillippo | 2023 | $426,400 | $— | $87,508 | $350,194 | $170,559 | $— | $29,374(8) | $1,064,035 | | Executive Vice | 2022 | $410,000 | $12,813 | $75,007 | $225,198 | $102,501 | $— | $32,870 | $858,389 | | President, | 2021 | $394,244 | $— | $65,023 | $195,153 | $167,317 | $69,992 | $28,184 | $919,913 | | Operations | | | | | | | | | | | William M. Ross | 2023 | $393,748 | $— | $87,508 | $350,194 | $157,499 | $— | $29,435(9) | $1,018,384 | | Executive Vice | 2022 | $375,000 | $11,719 | $75,007 | $225,198 | $93,751 | $— | $32,870 | $813,545 | | President, | | | | | | | | | | | Operations | | | | | | | | | | | Michael A. Croatti | 2023 | $393,748 | $— | $87,508 | $350,194 | $157,499 | $— | $28,197(10) | $1,017,146 | | Executive Vice | 2022 | $375,000 | $11,719 | $75,007 | $225,198 | $93,750 | $— | $29,917 | $810,591 | | President, | | | | | | | | | | | Operations | | | | | | | | | |

  21. Summary Compensation Table

    (1) Fiscal 2023, fiscal 2022 and fiscal 2021 each consisted of 52 weeks. The salary amounts in the table include the impact of the timing of our bi-weekly pay periods. The amounts shown represent the aggregate grant date fair value related to the grant of SARs to our named executive officers in fiscal 2023, 2022 and 2021, respectively, calculated in accordance with FASB ASC Topic 718 (excluding the effect of any estimate of future forfeitures). Additional information concerning our financial reporting of SARs is presented in Notes 1 and 12 to our Consolidated Financial Statements set forth in our Annual Reports on Form 10-K for the years ended August 26, 2023, August 27, 2022 and August 28, 2021. See the “Outstanding Equity Awards at Fiscal Year-End – 2023” table below for additional details regarding the SARs that were granted to our named executive officers in fiscal 2023, 2022 and 2021. The amounts shown represent the aggregate grant date fair value related to the grant of RSUs (including 3,936 PSUs granted to Mr. Sintros, 986 PSUs granted to Mr. O’Connor, 886 PSUs granted to Mr. Katz, 690 PSUs to each Messrs. DiFillippo, Ross and Croatti which may be earned based on the Company’s achievement of certain performance criteria) to our named executive officers in fiscal 2023, calculated in accordance with FASB ASC Topic 718 (excluding the effect of any estimate of future forfeitures). In October 2023, the Compensation Committee determined that 2,624 of the PSUs granted to Mr. Sintros, 658 of the PSUs granted to Mr. O’Connor, 591 of the PSUs granted to Mr. Katz, and 460 PSUs to each Messrs. DiFillippo, Ross and Croatti were earned and vested based on the Company’s adjusted revenue and adjusted operating income in fiscal 2023. Additional information concerning our financial reporting of RSUs is presented in Notes 1 and 12 to our Consolidated Financial Statements set forth in our Annual Reports on Form 10-K for the years ended August 26, 2023, August 27, 2022 and August 28, 2021. See the “Outstanding Equity Awards at Fiscal Year-End – 2023” table below for additional details regarding the RSUs that were granted to our named executive officers in fiscal 2023. Amounts reported in this column for fiscal 2023 represent the present value of the accumulated benefit obligation as of August 26, 2023 minus the present value of the accumulated benefit obligation as of August 27, 2022 under the UniFirst Corporation Unfunded Supplemental Executive Retirement Plan, as amended (“SERP”). As of August 26, 2023, such changes in the present value of the accumulated benefit obligation relative to August 27, 2022 were ($27,889) with respect to Mr. Sintros, ($14,744) with respect to Mr. O’Connor, ($14,022) with respect to Mr. DiFillippo, ($29,256) with respect to Mr. Ross and ($67,236) with respect to Mr. Croatti. However, SEC disclosure regulations state that negative changes should not be reflected in the Summary Compensation Table. Accordingly, such changes with respect to Messrs. Sintros, DiFillippo, Ross, O’Connor and Croatti are reflected in the table as “$0” with respect to fiscal 2023. Amounts reported in this column for fiscal 2022 represent the present value of the accumulated benefit obligation as of August 27, 2022 minus the present value of the accumulated benefit obligation as of August 28, 2021 under our SERP. As of August 27, 2022, such changes in the present value of the accumulated benefit obligation relative to August 28, 2021 were ($294,477) with respect to Mr. Sintros, ($191,869) with respect to Mr. O’Connor, ($113,151) with respect to Mr. Katz, ($226,731) with respect to Mr. DiFillippo, ($233,998) with respect to Mr. Ross and ($334,145) with respect to Mr. Croatti. Accordingly, such changes with respect to Messrs. Sintros, DiFillippo, Ross, Katz, O’Connor and Croatti are reflected in the table as “$0” with respect to fiscal 2022. Amounts reported in this column for fiscal 2021 represent the present value of the accumulated benefit obligation as of August 28, 2021 minus the present value of the accumulated benefit obligation as of August 29, 2020 under our SERP. Our obligation has been estimated assuming benefits commence at normal social security retirement age and using FASB ASC Topic 715 assumptions for mortality, assumed payment form and discount rates in effect at the measurement dates. Since the Company does not credit interest at above-market rates, no interest amounts are included in these totals. See the “Pension Benefits Table – Fiscal 2023” below for additional details about the accumulated benefits of each named executive officer under our SERP with respect to fiscal 2023. See the “Pension Benefits Table – Fiscal 2022” in our Proxy Statement for the 2023 Annual Meeting of Shareholders, filed with the SEC on December 1, 2022 for additional details about the accumulated benefits of each named executive officer under our SERP with respect to fiscal 2022. See the “Pension Benefits Table – Fiscal 2021” in our Proxy Statement for the 2022 Annual Meeting of Shareholders filed with the SEC on December 2, 2021 for additional details about the accumulated benefits of each named executive officer under our SERP with respect to fiscal 2021. (5) Includes car allowance ($12,450), 401(k) contributions ($13,200) and profit sharing plan contribution ($4,295). The components of “All Other Compensation” for fiscal 2022 and fiscal 2021 for Mr. Sintros were reported in our 2022 and 2021 proxy statements, respectively. (6) Includes car allowance ($12,450), 401(k) contributions ($12,775) and profit sharing plan contribution ($4,295). The components of “All Other Compensation” for fiscal 2022 and fiscal 2021 for Mr. O’Connor were reported in our 2022 and 2021 proxy statements, respectively. (7) Includes car allowance ($12,450), 401(k) contributions ($12,664) and profit sharing plan contribution ($4,295). The components of “All Other Compensation” for fiscal 2022 and fiscal 2021 for Mr. Katz were reported in our 2022 and 2021 proxy statements, respectively. (8) Includes car allowance ($12,450), 401(k) contributions ($12,629) and profit sharing plan contribution ($4,295). The components of “All Other Compensation” for fiscal 2022 and fiscal 2021 for Mr. DiFillippo were reported in our 2022 and 2021 proxy statements, respectively. Includes car allowance ($12,450), 401(k) contributions ($11,452) and profit sharing plan contribution ($4,295). The components of “All Other Compensation” for fiscal 2022 for Mr. Ross were reported in our 2022 proxy statement. Includes car allowance ($12,450), 401(k) contributions ($12,690) and profit sharing plan contribution ($4,295). The components of “All Other Compensation” for fiscal 2022 for Mr. Croatti were reported in our 2022 proxy statement.

  22. Grants of Plan-Based Awards – Fiscal 2023

    Grants of Plan-Based Awards – Fiscal 2023 The following table contains information related to non-equity incentive plan awards made to our Chief Executive Officer under our CEO Bonus Plan, non-equity incentive plan awards made to our other named executive officers under our executive bonus plan and RSU awards and Share-Based Awards granted to our named executive officers under our Amended and Restated 2010 Stock Option and Incentive Plan during fiscal 2023:

  23. Grants of Plan-Based Awards – Fiscal 2023

    | | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Possible Payouts Under Equity Incentive Plan Awards | | | | | | | | Name | Grant Date | Approval Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: Number of Securities Underlying Awards | All Other Share- Based Awards: Number of Securities Underlying Awards | Exercise or Base Price of Share- Based Awards ($/Sh)(1) | Grant Date Fair Value of Stock and Share- Based Awards($) (2) | | Steven S. | 11/28/2022 | 11/28/2022 | | | | | | | | 5,587 (3) | 190.53 | 349,970 | | Sintros | | | | | | | | | | | | | | President and | 11/28/2022 | 11/28/2022 | | | | | | | 3,937 (4) | | — | 749,926 | | Chief Executive | | | | | | | | | | | | | | Officer | 11/28/2022 | 11/28/2022 | 378,395 (5) | 755,013 (5) | 1,133,408 (5) | | | | | | | | | | 11/28/2022 | 11/28/2022 | | | | 1,312 (6) | 2,624 (6) | 3,936 (6) | | | — | 499,951 | | Shane F. | 11/28/2022 | 11/28/2022 | | | | | | | | 1,996 (3) | 190.53 | 125,029 | | O’Connor | | | | | | | | | | | | | | Executive Vice | 11/28/2022 | 11/28/2022 | | | | | | | 1,969 (4) | | — | 375,154 | | President and | | | | | | | | | | | | | | Chief Financial | 11/28/2022 | 11/28/2022 | 84,399 (5) | 168,799 (5) | 253,198 (5) | | | | | | | | | Officer | | | | | | | | | | | | | | | 11/28/2022 | 11/28/2022 | | | | 330 (7) | 658 (7) | 986 (7) | | | — | 125,369 | | David M. Katz | 11/28/2022 | 11/28/2022 | | | | | | | | 1,796 (3) | 190.53 | 112,501 | | Executive Vice | | | | | | | | | | | | | | President, Sales | 11/28/2022 | 11/28/2022 | | | | | | | 1,772 (4) | | — | 337,619 | | and Marketing | | | | | | | | | | | | | | | 11/28/2022 | 11/28/2022 | 92,352 (5) | 184,704 (5) | 277,057 (5) | | | | | | | | | | 11/28/2022 | 11/28/2022 | | | | 296 (8) | 592 (8) | 886 (8) | | | — | 112,794 | | David A. | 11/28/2022 | 11/28/2022 | | | | | | | | 1,397 (3) | 190.53 | 87,508 | | DiFillippo | | | | | | | | | | | | | | Executive Vice | 11/28/2022 | 11/28/2022 | | | | | | | 1,378 (4) | | — | 262,550 | | President, | | | | | | | | | | | | | | Operations | 11/28/2022 | 11/28/2022 | 85,280 (5) | 170,560 (5) | 255,840 (5) | | | | | | | | | | 11/28/2022 | 11/28/2022 | | | | 230 (9) | 460 (9) | 690 (9) | | | — | 87,644 | | William M. Ross | 11/28/2022 | 11/28/2022 | | | | | | | | 1,397 (3) | 190.53 | 87,508 | | Executive Vice | | | | | | | | | | | | | | President, | 11/28/2022 | 11/28/2022 | | | | | | | 1,378 (4) | | — | 262,550 | | Operations | | | | | | | | | | | | | | | 11/28/2022 | 11/28/2022 | 78,750 (5) | 157,499 (5) | 236,249 (5) | | | | | | | | | | 11/28/2022 | 11/28/2022 | | | | 230 (9) | 460 (9) | 690 (9) | | | — | 87,644 | | Michael A. | 11/28/2022 | 11/28/2022 | | | | | | | | 1,397 (3) | 190.53 | 87,508 | | Croatti | | | | | | | | | | | | | | Executive Vice | 11/28/2022 | 11/28/2022 | | | | | | | 1,378 (4) | | — | 262,550 | | President, | | | | | | | | | | | | | | Operations | 11/28/2022 | 11/28/2022 | 78,750 (5) | 157,499 (5) | 236,249 (5) | | | | | | | | | | 11/28/2022 | 11/28/2022 | | | | 230 (9) | 460 (9) | 690 (9) | | | — | 87,644 |

  24. Grants of Plan-Based Awards – Fiscal 2023

    (1) Amounts represent the fair market value of our Common Stock on the date of the grant. Fair market value is determined using the closing price of our Common Stock as reported on the NYSE on the date of the grant. (2) Amounts represent the grant date fair value of the SARs and RSUs granted during fiscal 2023. These amounts were calculated in accordance with FASB ASC Topic 718 (excluding the effect of any estimate of future forfeitures). (3) Amounts represent the number of stock-settled SARs granted during fiscal 2023. These SARs become vested and exercisable 20% per year on each anniversary of October 31, 2022. These grants expire ten years from the date of grant. (4) Amounts represent RSUs granted during fiscal 2023. Such RSUs vest 20% per year on each anniversary of October 31, 2022. Represents threshold, target and maximum possible payouts under the CEO Bonus Plan or executive bonus plan, as applicable, for fiscal 2023. See “Compensation Discussion and Analysis – Annual Cash Incentive Bonuses – Named Executive Officers – CEO Bonus Plan” and “Compensation Discussion and Analysis – Annual Cash Incentive Bonuses – Named Executive Officers – Executive Bonus Plan” for additional information regarding the possible and actual payouts under the CEO Bonus Plan and the executive bonus plan for fiscal 2023. Represents the grant of 3,936 PSUs to Mr. Sintros for fiscal 2023. The actual number of RSUs to be earned was based on the achievement of certain Company performance criteria. See “Compensation Discussion and Analysis – Long-Term Equity Incentive Compensation – Named Executive Officers” for additional information regarding the PSUs granted to Mr. Sintros in fiscal 2023. After the end of the performance period, the Compensation Committee determined that Mr. Sintros earned 2,624 of such PSUs. (7) Represents the grant of 986 PSUs to Mr. O’Connor for fiscal 2023. The actual number of RSUs to be earned was based on the achievement of certain Company performance criteria. See “Compensation Discussion and Analysis – Long-Term Equity Incentive Compensation – Named Executive Officers” for additional information regarding the PSUs granted to Mr. O’Connor in fiscal 2023. After the end of the performance period, the Compensation Committee determined that Mr. O’Connor earned 658 of such PSUs. (8) Represents the grant of 886 PSUs to Mr. Katz for fiscal 2023. The actual number of RSUs to be earned was based on the achievement of certain Company performance criteria. See “Compensation Discussion and Analysis – Long-Term Equity Incentive Compensation – Named Executive Officers” for additional information regarding the PSUs granted to Mr. Katz in fiscal 2023. After the end of the performance period, the Compensation Committee determined that Mr. Katz earned 591 of such PSUs. Represents the grant of 690 PSUs to each Messrs. DiFillippo, Ross and Croatti for fiscal 2023. The actual number of RSUs to be earned was based on the achievement of certain Company performance criteria. See “Compensation Discussion and Analysis – Long-Term Equity Incentive Compensation – Named Executive Officers” for additional information regarding the PSUs granted to each Messrs. DiFillippo, Ross and Croatti in fiscal 2023. After the end of the performance period, the Compensation Committee determined that each Messrs. DiFillippo, Ross and Croatti earned 460 of such PSUs.

  25. Outstanding Equity Awards at Fiscal Year-End – 2023

    Outstanding Equity Awards at Fiscal Year-End – 2023 The following table sets forth information concerning the outstanding RSUs and unexercised Share-Based Awards, which consist of SARs, held as of August 26, 2023 by our named executive officers:

  26. Outstanding Equity Awards at Fiscal Year-End – 2023

    | | Share-Based Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Share- Based Awards Exercisable | Number of Securities Underlying Unexercised Share-Based Awards Unexercisable | Share- Based Awards Exercise Price | Share- Based Awards Expiration Date | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested | Equity Incentive Plan Awards: Number of Unearned Units That Have Not Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Units That Have Not Vested | | Steven S. Sintros | 5,152(2) | — | $165.40 | 12/14/2027 | — | — | — | — | | President and Chief | 6,030(3) | 1,508(3) | $146.17 | 11/27/2028 | — | — | — | — | | Executive Officer | 4,448(4) | 2,966(4) | $201.24 | 10/29/2029 | — | — | — | — | | | 2,852(5) | 4,280(5) | $195.55 | 11/19/2030 | — | — | — | — | | | 1,281(6) | 5,126(6) | $201.07 | 11/17/2031 | — | — | — | — | | | — | 5,587(7) | $190.53 | 11/28/2032 | — | — | — | — | | | | | | | — | — | 2,624(8) | $456,350(8) | | | | | | | 856(9) | $148,867(1) | — | — | | | | | | | 1,392(10) | $242,083(1) | — | — | | | | | | | 1,934(11) | $336,342(1) | — | — | | | | | | | 2,985(12) | $519,121(1) | — | — | | | | | | | 3,396(13) | $684,510(1) | — | — | | Shane F. O’Connor | 1,137(14) | — | $167.80 | 1/2/2028 | — | — | — | — | | Executive Vice | 1,037(15) | 260(15) | $152.38 | 10/22/2028 | — | — | — | — | | and Chief Financial | 826(16) | 551(16) | $201.24 | 10/29/2029 | — | — | — | — | | Officer | 633(17) | 951(17) | $166.94 | 10/26/2030 | — | — | — | — | | | 412(6) | 1,648(6) | $201.07 | 11/17/2031 | — | — | — | — | | | — | 1,996(7) | $190.53 | 11/28/2032 | — | — | — | — | | | | | | | — | — | 658(18) | $114,433(18) | | | | | | | 247(19) | $42,956(1) | — | — | | | | | | | 388(20) | $67,477(1) | — | — | | | | | | | 702(21) | $122,085(1) | — | — | | | | | | | 1,344(12) | $233,735(1) | — | — | | | | | | | 1,969(13) | $342,429(1) | — | — | | David M. Katz | 2,667(22) | — | $119.00 | 10/24/2026 | — | — | — | — | | Executive Vice | 1,233(23) | — | $156.05 | 10/23/2027 | — | — | — | — | | President, Sales | 1,037(15) | 260(15) | $152.38 | 10/22/2028 | — | — | — | — | | and Marketing | 826(16) | 551(16) | $201.24 | 10/29/2029 | — | — | — | — | | | 633(17) | 951(17) | $166.94 | 10/26/2030 | — | — | — | — | | | 366(6) | 1,465(6) | $201.07 | 11/17/2031 | — | — | — | — | | | — | 1,796(7) | $190.53 | 11/28/2032 | — | — | — | — | | | | | | | — | — | 591(24) | $102,781(24) | | | | | | | 247(19) | $42,956(1) | — | — | | | | | | | 388(20) | $67,477(1) | — | — | | | | | | | 702(21) | $122,085(1) | — | — | | | | | | | 1,195(12) | $207,822(1) | — | — | | | | | | | 1,772(13) | $308,169(1) | — | — | | David A. DiFillippo | 4,000(25) | — | $104.67 | 10/26/2025 | — | — | — | — | | Executive Vice | 4,000(22) | — | $119.00 | 10/24/2026 | — | — | — | — | | President, Operations | 1,233(23) | — | $156.05 | 10/23/2027 | — | — | — | — | | | 1,037(15) | 260(15) | $152.38 | 10/22/2028 | — | — | — | — | | | 826(16) | 551(16) | $201.24 | 10/29/2029 | — | — | — | — | | | 633(17) | 951(17) | $166.94 | 10/26/2030 | — | — | — | — | | | 274(6) | 1,099(6) | $201.07 | 11/17/2031 | — | — | — | — | | | — | 1,397(7) | $190.53 | 11/28/2032 | — | — | — | — | | | | | | | — | — | 460(26) | $79,999(26) | | | | | | | 247(19) | $42,956(1) | — | — | | | | | | | 388(20) | $67,477(1) | — | — | | | | | | | 702(21) | $122,085(1) | — | — | | | | | | | 896(12) | $155,823(1) | — | — | | | | | | | 1,378(13) | $239,648(1) | — | — | | William M. Ross | 4,000(22) | — | $119.00 | 10/24/2026 | — | — | — | — | | Executive Vice | 1,233(23) | — | $156.05 | 10/23/2027 | — | — | — | — | | President, Operations | 1,037(15) | 260(15) | $152.38 | 10/22/2028 | — | — | — | — | | | 826(16) | 551(16) | $201.24 | 10/29/2029 | — | — | — | — | | | 633(17) | 951(17) | $166.94 | 10/26/2030 | — | — | — | — | | | 274(6) | 1,099(6) | $201.07 | 11/17/2031 | — | — | — | — | | | — | 1,397(7) | $190.53 | 11/28/2032 | — | — | — | — | | | | | | | — | — | 460(26) | $79,999(26) | | | | | | | 247(19) | $42,956(1) | — | — | | | | | | | 388(20) | $67,477(1) | — | — | | | | | | | 702(21) | $122,085(1) | — | — | | | | | | | 896(12) | $155,823(1) | — | — | | | | | | | 1,378(13) | $239,648(1) | — | — | | Michael A. Croatti | 4,000(22) | — | $119.00 | 10/24/2026 | — | — | — | — | | Executive Vice | 1,233(23) | — | $156.05 | 10/23/2027 | — | — | — | — | | President, Operations | 1,037(15) | 260(15) | $152.38 | 10/22/2028 | — | — | — | — | | | 826(16) | 551(16) | $201.24 | 10/29/2029 | — | — | — | — | | | 633(17) | 951(17) | $166.94 | 10/26/2030 | — | — | — | — | | | 274(6) | 1,099(6) | $201.07 | 11/17/2031 | — | — | — | — | | | — | 1,397(7) | $190.53 | 11/28/2032 | — | — | — | — | | | | | | | — | — | 460(26) | $79,999(26) | | | | | | | 247(19) | $42,956(1) | — | — | | | | | | | 388(20) | $67,477(1) | — | — | | | | | | | 702(21) | $122,085(1) | — | — | | | | | | | 896(12) | $155,823(1) | — | — | | | | | | | 1,378(13) | $239,648(1) | — | — |

  27. Outstanding Equity Awards at Fiscal Year-End – 2023

    The amount shown is based on the closing price of the Company’s Common Stock of $173.91 per share on August 26, 2023, the last trading day of fiscal 2023, as reported by the NYSE. These stock-settled SARs are subject to a 20% per year ratable vesting schedule on each anniversary of the grant date with the first vesting having occurred on December 14, 2018. (3) These stock-settled SARs are subject to a 20% per year ratable vesting schedule on each anniversary of the grant date with the first vesting having occurred on November 27, 2019. (4) These stock-settled SARs are subject to a 20% per year ratable vesting schedule on each anniversary of the grant date with the first vesting having occurred on October 29, 2020. (5) These stock-settled SARs are subject to a 20% per year ratable vesting schedule on each anniversary of the grant date with the first vesting having occurred on November 19, 2021. (6) These stock-settled SARs are subject to a 20% per year ratable vesting schedule on each anniversary of the grant date with the first vesting having occurred on October 31, 2022. (7) These stock-settled SARs are subject to a 20% per year ratable vesting schedule on each anniversary of the grant date with the first vesting occurring on October 31, 2023. (8) Represents 3,936 PSUs that, as of August 26, 2023, were subject to the satisfaction of performance criteria as more fully described under the heading “Compensation Discussion and Analysis” in this Proxy Statement. In October 2023, the Compensation Committee determined that 2,624 of such PSUs were earned and vested based on the Company’s adjusted revenue and adjusted operating income in fiscal 2023. (9) These RSUs are subject to a 20% per year ratable vesting schedule on each anniversary of the grant date with the first vesting having occurred on November 27, 2019. (10) These RSUs are subject to a 20% per year ratable vesting schedule on each anniversary of the grant date with the first vesting having occurred on October 29, 2020. (11) These RSUs are subject to a 20% per year ratable vesting schedule on each anniversary of the grant date with the first vesting having occurred on November 19, 2021. (12) These RSUs are subject to a 20% per year ratable vesting schedule on each anniversary of the grant date with the first vesting occurring on October 31, 2022. (13) These RSUs are subject to a 20% per year ratable vesting schedule on each anniversary of the grant date with the first vesting occurring on October 31, 2023. (14) These stock-settled SARs are subject to a five-year cliff vesting schedule and became fully vested and exercisable on January 2, 2023. (15) These stock-settled SARs are subject to a 20% per year ratable vesting schedule and become fully vested and exercisable on October 31, 2023. (16) These stock-settled SARs are subject to a 20% per year ratable vesting schedule and become fully vested and exercisable on October 31, 2024. (17) These stock-settled SARs are subject to a 20% per year ratable vesting schedule and become fully vested and exercisable on October 31, 2025. Represents 986 PSUs that, as of August 26, 2023, were subject to the satisfaction of performance criteria as more fully described under the heading “Compensation Discussion and Analysis” in this Proxy Statement. In October 2023, the Compensation Committee determined that 658 of such PSUs were earned and vested based on the Company’s adjusted revenue and adjusted operating income in fiscal 2023. These RSUs are subject to a 20% per year ratable vesting schedule and became fully vested and exercisable in equal installments on January 2, 2023. These RSUs are subject to a 20% per year ratable vesting schedule and become vested and exercisable on October 31, 2023. (21) These RSUs are subject to a 20% per year ratable vesting schedule and become fully vested and exercisable on October 31, 2024. (22) These stock-settled SARs are subject to a five-year cliff vesting schedule and became fully vested and exercisable on October 24, 2021. (23) These stock-settled SARs are subject to a 20% per year ratable vesting schedule and became fully vested and exercisable on October 31, 2022. (24) Represents 886 PSUs that, as of August 26, 2023, were subject to the satisfaction of performance criteria as more fully described under the heading “Compensation Discussion and Analysis” in this Proxy Statement. In October 2023, the Compensation Committee determined that 591 of such PSUs were earned and vested based on the Company’s adjusted revenue and adjusted operating income in fiscal 2023. (25) These stock-settled SARs are subject to a five-year cliff vesting schedule and became fully vested and exercisable on October 26, 2020. (26) Represents 690 PSUs that, as of August 26, 2023, were subject to the satisfaction of performance criteria as more fully described under the heading “Compensation Discussion and Analysis” in this Proxy Statement. In October 2023, the Compensation Committee determined that 460 of such restricted stock units were earned and vested based on the Company’s adjusted revenue and adjusted operating income in fiscal 2023. Upon an executive’s retirement, if the executive is at least 64 years old and has an age plus length of service to the Company of at least 79 years, all unvested SAR and RSU awards granted to the executive that have been outstanding for at least one year vest in full.

  28. Option Exercises and Stock Vested Table – Fiscal 2023

    Option Exercises and Stock Vested Table – Fiscal 2023 The following table sets forth the number of shares of Common Stock acquired or that vested and the aggregate dollar value realized as a result of stock–settled SAR exercises and the vesting of RSUs during fiscal 2023 with respect to our named executive officers:

  29. Option Exercises and Stock Vested Table – Fiscal 2023

    | | Share-Based Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise | Value Realized on Exercise(1) | Number of Shares Acquired on Vesting | Value Realized on Vesting(2) | | Steven S. Sintros | 4,000 | $301,320(3) | 644(5) | $123,358 | | President and Chief Executive Officer | 4,000 | $244,000(4) | 746(6) | $137,271 | | | | | 1,866(7) | $321,456 | | | | | 605(8) | $113,528 | | | | | 855(9) | $164,211 | | | | | 696(10) | $127,465 | | Shane F. O’Connor | — | $— | 234(11) | $43,058 | | Executive Vice President and Chief | | | 335(12) | $61,643 | | Financial Officer | | | 211(13) | $40,721 | | | | | 246(14) | $45,266 | | | | | 194(15) | $35,698 | | David M. Katz | — | $— | 234(11) | $43,058 | | Executive Vice President, Sales | | | 298(12) | $54,835 | | and Marketing | | | 209(13) | $39,259 | | | | | 246(14) | $45,266 | | | | | 194(15) | $35,698 | | David A. DiFillippo | — | $— | 234(11) | $43,058 | | Executive Vice President, | | | 224(12) | $41,218 | | Operations | | | 209(13) | $39,259 | | | | | 246(14) | $45,266 | | | | | 194(15) | $35,698 | | William M. Ross | — | $— | 234(11) | $43,058 | | Executive Vice President, | | | 224(12) | $41,218 | | Operations | | | 209(13) | $39,259 | | | | | 246(14) | $45,266 | | | | | 194(15) | $35,698 | | Michael A. Croatti | 4,000 | $324,000(16) | 234(11) | $43,058 | | Executive Vice President, | | | 224(12) | $41,218 | | Operations | | | 209(13) | $39,259 | | | | | 246(14) | $45,266 | | | | | 194(15) | $35,698 |

  30. Option Exercises and Stock Vested Table – Fiscal 2023

    (1) Value realized on exercise is calculated as the market value of our Common Stock at the time of exercise of the stock appreciation right less the exercise price paid, multiplied by the number of shares underlying the stock option exercised. (2) Value realized upon vesting is calculated as the market value of our Common Stock at the time of vesting, multiplied by the number of shares that vested. (3) Value realized on exercise is as follows: $75.33 (the market value at the time of exercise of $180.00 less the exercise price of $104.67), multiplied by 4,000 shares acquired upon exercise. (4) Value realized on exercise is as follows: $61.00 (the market value at the time of exercise of $180.00 less the exercise price of $119.00), multiplied by 4,000 shares acquired upon exercise. (5) Value realized upon vesting is as follows: $191.55 (the market value at the time of vesting) multiplied by 644 shares that vested. (6) Value realized upon vesting is as follows: $184.01 (the market value at the time of vesting) multiplied by 746 shares that vested. (7) Value realized upon vesting is as follows: $172.27 (the market value at the time of vesting) multiplied by 1,866 shares that vested. Value realized upon vesting is as follows: $187.65 (the market value at the time of vesting) multiplied by 605 shares that vested. Value realized upon vesting is as follows: $192.06 (the market value at the time of vesting) multiplied by 855 shares that vested. Value realized upon vesting is as follows: $183.14 (the market value at the time of vesting) multiplied by 696 shares that vested. (11) Value realized upon vesting is as follows: $184.01 (the market value at the time of vesting) multiplied by 234 shares that vested. (12) Value realized upon vesting is as follows: $184.01 (the market value at the time of vesting) multiplied by 335 shares that vested. (13) Value realized upon vesting is as follows: $192.99 (the market value at the time of vesting) multiplied by 211 shares that vested. (14) Value realized upon vesting is as follows: $184.01 (the market value at the time of vesting) multiplied by 246 shares that vested. (15) Value realized upon vesting is as follows: $184.01 (the market value at the time of vesting) multiplied by 194 shares that vested. Value realized on exercise is as follows: $81.00 (the market value at the time of exercise of $200.00 less the exercise price of $119.00), multiplied by 4,000 shares acquired upon exercise.

  31. Pension Benefits Table – Fiscal 2023

    Pension Benefits Table – Fiscal 2023 The following table sets forth the actuarial present value of accumulated benefits under our Unfunded Supplemental Executive Retirement Plan, the number of years of credited service and the dollar amount of payments and benefits paid during fiscal 2023 to our named executive officers as of August 26, 2023:

  32. Pension Benefits Table – Fiscal 2023

    | Name | Plan Name | Number of Years of Credited Service(1) | Present Value of Accumulated Benefits(2) | Payments During Last Fiscal Year | | Steven S. Sintros | UniFirst Corporation | 19 | $994,767 | — | | President and Chief Executive | Unfunded Supplemental | | | | | Officer | Executive Retirement | | | | | | Plan | | | | | Shane F. O’Connor | UniFirst Corporation | 16 | $337,142 | — | | Executive Vice President and | Unfunded Supplemental | | | | | Chief Financial Officer | Executive Retirement | | | | | | Plan | | | | | David M. Katz | UniFirst Corporation | 15 | $580,989 | — | | Executive Vice President, Sales | Unfunded Supplemental | | | | | and Marketing | Executive Retirement | | | | | | Plan | | | | | David A. DiFillippo | UniFirst Corporation | 30 | $1,516,663 | — | | Executive Vice President, | Unfunded Supplemental | | | | | Operations | Executive Retirement | | | | | | Plan | | | | | William M. Ross | UniFirst Corporation | 30 | $1,039,238 | — | | Executive Vice President, | Unfunded Supplemental | | | | | Operations | Executive Retirement | | | | | | Plan | | | | | Michael A. Croatti | UniFirst Corporation | 30 | $706,562 | — | | Executive Vice President, | Unfunded Supplemental | | | | | Operations | Executive Retirement | | | | | | Plan | | | |

  33. Pension Benefits Table – Fiscal 2023

    (1) As discussed in more detail below under the heading “UniFirst Corporation Unfunded Supplemental Executive Retirement Plan”, our SERP limits the number of years of credited service to thirty for purposes of determining a participant’s benefits under the plan. The actual years of service of Messrs. DiFillippo, Ross and Croatti are 44, 32 and 35, respectively. Amounts reported in this column represent the present value of the accumulated benefit obligation as of August 26, 2023. Our obligation has been estimated assuming benefits commence on the individual’s social security retirement date and using FASB ASC Topic 715 assumptions for mortality, assumed payment form and discount rates in effect at the measurement dates.

  34. Nonqualified Deferred Compensation Table – Fiscal 2023

    Nonqualified Deferred Compensation Table – Fiscal 2023 The following table sets forth contributions made by our named executive officers and the Company to the UniFirst Corporation Deferred Compensation Plan (the “Deferred Compensation Plan”) during fiscal 2023.

  35. Nonqualified Deferred Compensation Table – Fiscal 2023

    | Name | Executive Contributions in Fiscal 2023 ($)(1) | Registrant Contributions in Fiscal 2023 ($)(2) | Aggregate Earnings in Fiscal 2023 ($)(3) | Aggregate Withdrawals /Distributions ($) | Aggregate Balance at Fiscal 2023 End ($)(4) | | Steven S. Sintros | $— | $— | $— | $— | $— | | President and Chief Executive | | | | | | | Officer | | | | | | | Shane F. O’Connor | $25,969 | $— | $1,071 | $— | $27,041 | | Executive Vice President and | | | | | | | Chief Financial Officer | | | | | | | David M. Katz | $— | $— | $— | $— | $— | | Executive Vice President, Sales | | | | | | | and Marketing | | | | | | | David A. DiFillippo | $— | $— | $— | $— | $— | | Executive Vice President, | | | | | | | Operations | | | | | | | William M. Ross | $12,115 | $— | $250 | $— | $12,365 | | Executive Vice President, | | | | | | | Operations | | | | | | | Michael A. Croatti | $— | $— | $— | $— | $— | | Executive Vice President, | | | | | | | Operations | | | | | |

  36. Nonqualified Deferred Compensation Table – Fiscal 2023

    (1) Amounts represent the dollar value of such executive’s salary and annual cash bonuses earned in fiscal 2023 that was contributed to their participant account under the Deferred Compensation Plan in fiscal 2023. These amounts are included in the “Salary,” “Bonus” and “Non-Equity Incentive Plan Compensation” columns of the “Summary Compensation Table.” (2) Amounts represent the dollar value of contributions made by the Company in fiscal 2023 to each participant’s account under the Deferred Compensation Plan. (3) Aggregate earnings in fiscal 2023 represent earnings due to interest, dividends and change in market value. These amounts are not reflected in the “Summary Compensation Table.” The balances, if any, shown represent compensation reported in the “Summary Compensation Table” included in this Proxy Statement. No amounts in this column are from prior years and, therefore, have not been reported in the “Summary Compensation Table” in the proxy statements for prior years.

  37. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Unfunded Supplemental Executive Retirement Plan As discussed under the heading “UniFirst Corporation Unfunded Supplemental Executive Retirement Plan” above, upon a change in control (as defined in the SERP) of the Company, our named executive officers will receive a lump sum payment under our SERP equal to the actuarial equivalent of their plan benefit as of the date of the change in control. For more information concerning our SERP, including such accumulated benefit for each named executive officer as of August 26, 2023, see the “Pension Benefits Table – Fiscal 2023” and the discussion under the heading “UniFirst Corporation Unfunded Supplemental Executive Retirement Plan” above. UniFirst Corporation Deferred Compensation Plan As discussed under the heading “UniFirst Corporation Deferred Compensation Plan” above, upon a change in control of the Company (as defined in the Deferred Compensation Plan), employer annual contributions and employer discretionary contributions for a participant will vest. For more information concerning our Deferred Compensation Plan, see the “Nonqualified Deferred Compensation Table – Fiscal 2023” and the discussion under the heading “UniFirst Corporation Deferred Compensation Plan” above. Executive Employment Plan On October 26, 2020, our Board of Directors and the Compensation Committee of our Board of Directors adopted an Executive Employment Plan. Senior Vice Presidents and above (each, a “Covered Executive”) are eligible to participate in the Executive Employment Plan, subject to certain requirements. The Executive Employment Plan provides that upon a termination of a Covered Executive’s employment (a “Qualified Termination”) (1) by us for any reason other than “cause” (as defined in the Executive Employment Plan), death, disability or retirement or (2) by a Covered Executive for “good reason” (as defined in the Executive Employment Plan), the Covered Executive will be entitled to receive certain cash payments determined pursuant to the Executive Employment Plan. The amount of any payments under the Executive Employment Plan in some cases will depend on whether the Qualified Termination is in connection with a “change in control” (as defined in the Executive Employment Plan). In addition, our Board of Directors and the Compensation Committee of our Board of Directors approved revised award forms for equity awards to Covered Executives beginning with equity awards in October 2020. The revised award forms provide for accelerated vesting under certain circumstances, including upon a Qualified Termination in connection with a change in control. Any such payments and benefits under the Executive Employment Plan and the award forms are subject to the Covered Executive’s execution of a separation agreement that includes a release of claims in favor of the Company and certain non-competition and non-solicitation obligations. Equity awards granted to our Covered Executives prior to October 2020 provide for accelerated vesting solely in connection with a change in control. The following table sets forth the amounts that would have been paid to our named executive officers under the Executive Employment Plan or their equity awards (i) in the event of a termination with “cause”; (ii) in the event of a termination by us without “cause” or by the executive for “good reason” other than in connection with a “change in control” (and other than by reason of an executive’s retirement, death or disability); (iii) in the event of a termination by us without “cause” or by the executive for “good reason” 30 days prior to, or within 24 months after, a “change in control” (and other than by reason of an executive’s death, disability or retirement); (iv) in the event solely of a “sale event,” which is defined under the Amended and Restated 2010 Stock Option and Award Plan to be the same as a “change in control” under the Executive Employment Plan; and (v) in the event of a termination in connection with an executive’s retirement, death or termination due to disability; in each case, occurring as of August 26, 2023, which was the last day of fiscal 2023.

  38. Potential Payments Upon Termination or Change in Control

    | Name | Termination with Cause (1) | Termination by Company without Cause or by Executive for Good Reason (2) | Termination by Company without Cause or by Executive for Good Reason within 24 Months of Change in Control (3) | Sale Event (4) | Retirement (5) | Death (6) | Termination Due to Disability (7) | | Steven S. Sintros | | | | | | | | | Cash Payments ($) | $— | $4,041,540 | $4,041,540 | $— | $— | $— | $— | | Acceleration of Vesting of RSUs ($) (8) | — | — | 1,539,973 | 390,950 | — | 1,539,973 | — | | Acceleration of Vesting of SARs ($) (9) | — | — | — | 41,832 | — | — | — | | Continued Health Benefits ($) | — | 30,920 | 30,920 | — | — | — | — | | Total ($) | $— | $4,072,460 | $5,612,433 | $432,782 | $— | $1,539,973 | $— | | Shane F. O’Connor | | | | | | | | | Cash Payments ($) | $— | $759,598 | $1,054,998 | $— | $— | $— | $— | | Acceleration of Vesting of RSUs ($) (8) | — | — | 698,248 | 110,433 | — | 698,248 | — | | Acceleration of Vesting of SARs ($) (9) | — | — | 6,628 | 5,598 | — | 6,628 | — | | Continued Health Benefits ($) | — | 15,502 | 23,253 | — | — | — | — | | Total ($) | $— | $775,100 | $1,783,127 | $116,031 | $— | $704,876 | $— | | David M. Katz | | | | | | | | | Cash Payments ($) | $— | $831,169 | $1,154,401 | $— | $— | $— | $— | | Acceleration of Vesting of RSUs ($) (8) | — | — | 638,076 | 110,433 | — | 638,076 | — | | Acceleration of Vesting of SARs ($) (9) | — | — | 6,628 | 5,598 | — | 6,628 | — | | Continued Health Benefits ($) | — | 8,985 | 13,477 | — | — | — | — | | Total ($) | $— | $840,154 | $1,812,582 | $116,031 | $— | $644,704 | $— | | David A. DiFillippo | | | | | | | | | Cash Payments ($) | $— | $767,518 | $1,065,997 | $— | $— | $— | $— | | Acceleration of Vesting of RSUs ($) (8) | — | — | 517,556 | 110,433 | 388,341 | 517,556 | — | | Acceleration of Vesting of SARs ($) (9) | — | — | 6,628 | 5,598 | 12,226 | 6,628 | — | | Continued Health Benefits ($) | — | 8,930 | 13,395 | — | — | — | — | | Total ($) | $— | $776,448 | $1,603,576 | $116,031 | $400,567 | $524,184 | $— | | William M. Ross | | | | | | | | | Cash Payments ($) | $— | $708,748 | $984,373 | $— | $— | $— | $— | | Acceleration of Vesting of RSUs ($) (8) | — | — | 517,556 | 110,433 | — | 517,556 | — | | Acceleration of Vesting of SARs ($) (9) | — | — | 6,628 | 5,598 | — | 6,628 | — | | Continued Health Benefits ($) | — | 8,905 | 13,357 | — | — | — | — | | Total ($) | $— | $717,653 | $1,521,914 | $116,031 | $— | $524,184 | $— | | Michael A. Croatti | | | | | | | | | Cash Payments ($) | $— | $708,748 | $984,373 | $— | $— | $— | $— | | Acceleration of Vesting of RSUs ($) (8) | — | — | 517,556 | 110,433 | — | 517,556 | — | | Acceleration of Vesting of SARs ($) (9) | — | — | 6,628 | 5,598 | — | 6,628 | — | | Continued Health Benefits ($) | — | 8,930 | 13,395 | — | — | — | — | | Total ($) | $— | $717,678 | $1,521,952 | $116,031 | $— | $524,184 | $— |

  39. Potential Payments Upon Termination or Change in Control

    Represents termination of the executive by the Company with “cause” as defined under the Executive Employment Plan or the terms of the SARs and RSUs granted to the executive, as applicable. Represents termination of the executive by the Company without “cause” or by the executive for “good reason,” in each case in the absence of a “change in control.” Such terms are defined under the Executive Employment Plan or SAR or RSU awards granted to the executive, as applicable. Upon such a termination, the executive, subject to certain conditions, is entitled to receive (a) a cash payment equal to, in the case of the Chief Executive Officer, two times, and in the case of each other executive, one times the sum of (i) the executive’s base salary and (ii) the target cash incentive bonus for the fiscal year in which the termination occurs (or the target cash incentive bonus with respect to the immediately preceding fiscal year if no target cash incentive bonus has been established); (b) a cash payment equal to the target cash incentive bonus for the fiscal year in which the termination occurs (or the target cash incentive bonus with respect to the immediately preceding fiscal year if no target cash incentive bonus has been established), prorated for the numbers of days of the fiscal year that the executive was employed through the termination date; and (c) if the executive was participating in the Company’s group health plan immediately prior to termination and elects COBRA health continuation, a monthly cash payment for (i) 24 months for the Chief Executive Officer or for 12 months for each other executive, or (ii) the executive’s COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the executive if the executive had remained employed by the Company. Represents termination of the executive by the Company without “cause” or by the executive for “good reason,” in each case during the period beginning 30 days prior to, and ending 24 months after, the date of a “change in control.” Such terms are defined under the Executive Employment Plan or SAR or RSU awards granted to the executive, as applicable. Upon such a termination, the executive, subject to certain conditions, is entitled to receive (a) a cash payment equal to, in the case of the Chief Executive Officer, two times, and in the case of each other executive, 1.5 times the sum of (i) the executive’s base salary and (ii) the target cash incentive bonus for the fiscal year in which the termination occurs (or the target cash incentive bonus with respect to the immediately preceding fiscal year if no target cash incentive bonus has been established); (b) a cash payment equal to the target cash incentive bonus for the fiscal year in which the termination occurs (or the target cash incentive bonus with respect to the immediately preceding fiscal year if no target cash incentive bonus has been established), prorated for the number of days of the fiscal year that the executive was employed through the termination date; and (c) if the executive was participating in the Company’s group health plan immediately prior to termination and elects COBRA health continuation, a monthly cash payment for (i) 24 months for the Chief Executive Officer or for 18 months for each other executive, or (ii) the executive’s COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the executive if the executive had remained employed by the Company. In addition, upon such a termination, all unvested SARs and RSUs granted to the executives beginning in October 2020 vest in full. (4) Upon a “sale event” as defined in the Amended and Restated 2010 Stock Option and Incentive Plan, all unvested SAR and RSU awards granted to the executives prior to October 2020 vest in full. Unvested SAR and RSU awards granted to the executives beginning in October 2020 do not vest solely upon a sale event and instead vest upon termination of the executive without “cause” or by the executive for “good reason,” in each case during the period beginning 30 days prior to, and ending 24 months after, the date of a “sale event.” In addition, upon a change in control (as defined in the SERP) of the Company, our named executive officers will receive a lump sum payment under our SERP equal to the actuarial equivalent of their plan benefit as of the date of the change in control. Additionally, upon a change in control (as defined in the Deferred Compensation Plan) of the Company, the employer contributions to our Deferred Compensation Plan will vest as of the date of the change in control. For more information concerning the SERP and the Deferred Compensation Plan, see the discussion under the headings “UniFirst Corporation Unfunded Supplemental Executive Retirement Plan” and “UniFirst Corporation Deferred Compensation Plan” above. (5) Upon an executive’s retirement, if the executive is at least 64 years old and has an age plus length of service to the Company of at least 79 years, all unvested SAR and RSU awards granted to the executive that have been outstanding for at least one year vest in full. (6) Upon the death of an executive, all unvested SAR and RSU awards granted to the executive beginning in October 2020 vest in full. (7) Upon termination of an executive due to disability, all unvested SAR and RSU awards granted to the executive beginning in October 2020 continue to vest in accordance with the vesting schedules of such awards. Amounts presented reflect the Company’s stock price as of the last trading day of fiscal 2023 multiplied by the number of unvested RSUs held by the executive as of the last day of fiscal 2023. Amounts presented reflect for each SAR award held by the executive as of the last day of fiscal 2023, the Company’s stock price as of the last trading day of fiscal 2023 minus the exercise price of the SAR award, multiplied by the number of unvested SARs.

  40. Pay Ratio Disclosure

    Pay Ratio Disclosure As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), the SEC adopted a rule requiring annual disclosure of the ratio of the annual total compensation of a company’s median employee to the total annual compensation of a company’s principal executive officer. The principal executive officer of our Company is Mr. Sintros. For fiscal 2023, the annual total compensation of Mr. Sintros was $3,435,556, as shown in the Summary Compensation Table above. The annual total compensation of our median employee for fiscal 2023, which was calculated in the same manner as the total annual compensation of Mr. Sintros, was $34,265. Based on such information, the ratio of the annual total compensation of Mr. Sintros to the annual total compensation of our median employee for fiscal 2023 was approximately 101 to 1. We identified the median employee by measuring compensation for fiscal 2023 (the “Measurement Period”) for 15,352 employees, representing all full-time, part-time, seasonal and temporary employees of the Company and its consolidated subsidiaries as of August 26, 2023. Such number of employees does not include any independent contractors or “leased” workers, as permitted by applicable SEC rules. As permitted by SEC rules, we have excluded 514 Clean Uniform employees, who joined the Company as part acquiring the Clean Uniform business during fiscal 2023. We also excluded our employees in Europe in part because such employees represent less than 5% of our total workforce. The excluded employees consisted of 92 employees in Europe. We identified the median employee using the total cash compensation paid to each employee for the Measurement Period. We did not utilize any statistical sampling or cost-of-living adjustments for purposes of determining the median employee. We annualized the compensation of full-time and part-time employees (other than seasonal or temporary employees) who were hired during fiscal 2023 but did not work for us for the entire fiscal year.

  41. Pay versus Performance

    Pay versus Performance Under rules adopted pursuant to the Section 953(a) of the Dodd-Frank Act, and Item 402(v) of Regulation S-K, we are required to disclose certain information about the relationship between the compensation actually paid to our named executive officers and certain measures of Company financial performance. The information that follows is provided in compliance with these rules, however, additional information regarding our compensation philosophy, the structure of our performance-based compensation programs, and compensation decisions made for fiscal 2023 is described above in our “Compensation Discussion and Analysis.” The following table summarizes total compensation paid to our principal executive officer (“PEO”) as set forth in our Summary Compensation Table, compensation actually paid to our PEO, average compensation paid to our non-PEO named executive officers as set forth in our Summary Compensation Table, and average compensation actually paid to our non-PEO named executive officers, each as calculated in accordance with SEC rules, and certain Company and peer group performance measures for the Company fiscal periods indicated:

  42. Pay versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | | Year | Summary Compensation Table Total for PEO | Compensation Actually Paid to PEO(1)(2) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers | Average Compensation Actually Paid to Non-PEO Named Executive Officers(3)(4) | Total Shareholder Return(5) | Peer Group Total Shareholder Return(6) | Net Income (in millions) | Company- Selected Measure: Adjusted Revenue (in millions)(7) | Supplemental Company- Selected Measure: Adjusted Operating Income (in millions)(8) | | 2023 | 3,435,556 | $3,157,753 | 1,128,676 | $1,062,630 | $93.05 | $141.31 | $103.8 | $2,190.1 | $170.6 | | 2022 | 3,312,016 | $1,845,414 | 895,658 | $514,823 | $94.60 | $116.88 | $103.4 | $2,000.8 | $166.7 | | 2021 | 3,276,334 | $3,665,751 | 1,004,122 | $1,350,557 | $119.48 | $117.50 | $151.1 | $1,826.2 | $195.8 |

  43. Pay versus Performance

    (1) The PEO’s “compensation actually paid” is reconciled in the following table in accordance with Item 402(v) of Regulation S-K:

  44. Pay versus Performance

    | | 2023 | 2022 | 2021 | | Summary Compensation Table Value | $3,435,556 | $3,312,016 | $3,276,334 | | Subtract change in the actuarial present value of pension benefits as reported in the Summary Compensation Table for each applicable year | - | - | (169,979) | | Subtract grant date fair value of equity awards as reported in the Summary Compensation Table for each applicable year | (1,599,847) | (1,850,599) | (1,730,230) | | Add Pension value attributable to current year’s service and any change in pension value attributable to plan amendments made in the current year | 125,489 | 160,255 | 193,446 | | Add fair value of equity compensation granted and vested in current year—value on vesting date | - | - | - | | Add fair value of equity compensation granted in current year—value at end of year-end | 1,418,747 | 904,998 | 1,983,077 | | Add change as of the vesting date in fair value of awards from prior years that vested in the covered fiscal year | 32,738 | 50,174 | (502,705) | | Add change in fair value of outstanding unvested awards from prior years that were outstanding as of the end of the covered fiscal year | (254,931) | (731,430) | 615,807 | | Compensation Actually Paid | $3,157,753 | $1,845,414 | $3,665,751 |

  45. Pay versus Performance

    Steven S. Sintros was PEO for each of the fiscal years 2023, 2022 and 2021. The average non-PEO named executive officers’ “compensation actually paid” is reconciled in the following table in accordance with Item 402(v) of Regulation S-K:

  46. Pay versus Performance

    | | 2023 | 2022 | 2021 | | Summary Compensation Table Value | $1,128,676 | $895,658 | $1,004,122 | | Subtract change in the actuarial present value of pension benefits as reported in the Summary Compensation Table for each applicable year | (1,832) | - | (92,006) | | Subtract grant date fair value of equity awards as reported in the Summary Compensation Table for each applicable year | (500,314) | (350,195) | (273,923) | | Add Pension value attributable to current year’s service and any change in pension value attributable to plan amendments made in the current year | 46,316 | 62,251 | 72,991 | | Add fair value of equity compensation granted and vested in current year—value on vesting date | - | - | - | | Add fair value of equity compensation granted in current year—value at end of year-end | 444,800 | 315,489 | 425,776 | | Add change as of the vesting date in fair value of awards from prior years that vested in the covered fiscal year | 5,707 | (678,153) | (94,745) | | Add change in fair value of outstanding unvested awards from prior years that were outstanding as of the end of the covered fiscal year | (60,723) | 269,774 | 308,341 | | Compensation Actually Paid | $1,062,630 | $514,823 | $1,350,557 |

  47. Pay versus Performance

    (4) The following non-PEO named executives officers are included in the calculations above: 2023: Shane O’Connor, David Katz, David DiFillippo, William Ross and Michael Croatti 2022: Shane O’Connor, David Katz, David DiFillippo, William Ross and Michael Croatti 2021: Shane O’Connor, David Katz, David DiFillippo and Cynthia Croatti (5) Cumulative total shareholder return (“TSR”) is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. (6) Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the group of three comparison companies used for the stock performance graph on page 19 of our Annual Report on Form 10-K for the fiscal year ended August 26, 2023 (Cintas Corporation, Rollins, Inc. and Aramark). (7) The Company has identified adjusted revenue as the Company-selected measure for the pay versus performance disclosure, as it represents the most important financial performance measure used to link compensation actually paid to the PEO and the non-PEO named executive officers in fiscal 2023 to the Company’s performance. See “Compensation Discussion and Analysis – Annual Cash Incentive Bonuses – Named Executive Officers – CEO Bonus Plan” for a description of our adjusted revenues for fiscal 2023. (8) The Company has also selected adjusted operating income as a supplemental Company-selected measure because adjusted operating income is weighted equally with adjusted revenue under our CEO Bonus Plan, executive bonus plan and performance-based restricted stock unit awards. See “Compensation Discussion and Analysis – Annual Cash Incentive Bonuses – Named Executive Officers – CEO Bonus Plan” for a description of our adjusted operating income for fiscal 2023.

  48. Compensation Actually Paid (CAP) Versus Company Performance

    Compensation Actually Paid (CAP) Versus Company Performance The following charts provide a clear, visual description of the relationships between “compensation actually paid” to our PEO, and the average for our non-PEO named executive officers, as set forth in the Pay Versus Performance table above to the following performance measures: (1) (i) TSR and (ii) peer group TSR; (2) net income and (3) adjusted revenue. The first chart also provides a comparison of the Company’s TSR to the peer group TSR.

  49. Director Compensation – Fiscal 2023

    Director Compensation – Fiscal 2023 The Compensation Committee determines Director compensation based on the following principles: (1) Director compensation should be aligned with the long-term interest of shareholders; (2) Director compensation should be used to motivate Director behavior; (3) Directors should be adequately compensated for their time and effort; and (4) Director compensation should be approached on an overall basis, rather than as an array of separate elements. We determine Director compensation on a fiscal year basis. The non-employee Director fee schedule for fiscal 2023 was as follows: an annual fee of $95,000; an annual fee for chairing the Audit Committee of $25,000; an annual fee for chairing a Committee other than the Audit Committee of $15,000; an annual fee for the Chairman of the Board of $30,000; and a $12,000 annual fee for serving on a Committee. As part of the annual compensation, each non-employee Director receives $50,000 of fully vested stock-settled SARs at an exercise price equal to the closing price of the Company’s Common Stock on the grant date. In addition, each non-employee Director receives shares of unrestricted Common Stock having a value (based on the closing price of the Company’s Common Stock on the grant date) equal to $100,000. Those Directors who satisfy the minimum share ownership requirement under the Company’s Director Stock Ownership Policy may elect to receive a cash payment of $100,000 in lieu of the shares of unrestricted Common Stock. Each Director who was also an employee of our Company received no Director’s fees while employed by the Company during fiscal year 2023. The compensation earned by our non-employee Directors during fiscal 2023 is set forth in the table below.

  50. Director Compensation – Fiscal 2023

    | Name | Fees Earned or Paid in Cash | Stock Awards(1) | Share-Based Awards(2) | All Other Compensation | Total | | Phillip L. Cohen(3) | $219,000 | — | $50,030 | — | $269,030 | | Thomas S. Postek | $119,000 | 100,000 | $50,030 | — | $269,030 | | Michael Iandoli(3) | $234,000 | — | $50,030 | — | $284,030 | | Kathleen Camilli(3) | $234,000 | — | $50,030 | — | $284,030 | | Raymond C. Zemlin | $264,000 | — | $50,030 | — | $314,030 | | Joseph M. Nowicki | $144,000 | 100,000 | $50,030 | — | $294,030 | | Cynthia Croatti | $207,000 | — | $50,030 | $170,765(4) | $427,795 | | Sergio A. Pupkin(5) | $119,000 | 100,000 | $50,030 | — | $269,030 |

  51. Director Compensation – Fiscal 2023

    (1) Our non-employee Directors were granted $100,000 of shares of unrestricted Common Stock on November 28, 2022. As described above and below, our non-employee Directors other than Messrs. Nowicki, Postek and Pupkin elected to receive cash in lieu of receiving unrestricted Common Stock. Messrs. Nowicki, Postek and Pupkin elected to receive $100,000 of unrestricted stock, which resulted in their receipt of 525 shares of Common Stock, respectively. The amounts shown for Messrs. Nowicki, Postek and Pupkin represent the aggregate grant date fair value related to 525 shares of unrestricted Common Stock awarded to each Messrs. Nowicki, Postek and Pupkin, respectively, calculated in accordance with FASB ASC 718 (excluding the effect of any estimate of future forfeitures). Such shares of Common Stock, which were granted on November 28, 2022, were fully vested on the date of grant. Additional information concerning our financial reporting of equity award grants is presented in Notes 1 and 12 to our Consolidated Financial Statements set forth in our Annual Report on Form 10-K for the year ended August 26, 2023. The amounts shown represent the aggregate grant date fair value related to the grant of 858 stock-settled SARs to each of our non-employee Directors on November 28, 2022, calculated in accordance with FASB ASC Topic 718 (excluding the effect of any estimate of future forfeitures). These SARs were fully vested upon grant and expire eight years after the grant date or on the second anniversary of the date that the Director ceases to be a member of the Board of Directors, whichever occurs first. Additional information concerning our financial reporting of SARs is presented in Notes 1 and 12 to our Consolidated Financial Statements set forth in our Annual Report on Form 10-K for the year ended August 26, 2023. Amounts shown include a $100,000 cash payment in lieu of receiving a grant of $100,000 of shares of unrestricted Common Stock. (4) Represents consulting fees earned by Ms. Croatti in fiscal 2023 in connection with her role as a special consultant and advisor to the Company’s Chief Executive Officer and the Senior Leadership Team. (5) Sergio A. Pupkin was appointed to the Board of Directors in October 2022.