DEF 14A of Unifirst Corp, Dec 5, 2024

DEF 14A of Unifirst Corp

Filed Dec 5, 2024 · FY20240000950170-24-133612

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS The Board of Directors of the Company is currently composed of seven members, divided into three classes of two, two and three directors, respectively. 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, three Class III Directors will be elected to serve until the 2028 Annual Meeting of Shareholders and until their respective successors are duly elected and qualified. The Board of Directors has nominated Cynthia Croatti, Cecilia McKenney and Sergio A. Pupkin as Class III Directors (together, the “Nominees”). With respect to the nominees, the Board of Directors has determined that Mr. Pupkin and Ms. McKenney 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 At UniFirst, we are guided by our seven-member Board of Directors, which oversees and manages our Company’s affairs. There are four Committees of the Board of Directors, each tasked with supporting various aspects of UniFirst. The Nominating and Corporate Governance Committee is responsible for identifying and recommending qualified individuals to serve as Board members and oversight of the corporate governance guidelines. The Compensation Committee evaluates the performance and compensation of Company executives. The Audit Committee oversees the Company’s financial statements, reporting process and internal controls and procedures. Finally, our Environmental, Social and Governance ("ESG") Committee is responsible for oversight of our ESG strategies, initiatives, and policies, including our approach to risk assessment and management. (Left to right, front row) Cynthia Croatti, Michael Iandoli, Cecilia McKenney, (Left to right, back row) Raymond C. Zemlin, Steven S. Sintros, Sergio A. Pupkin, Joseph Nowicki

  3. Information Regarding Nominees and Directors

    | Director Nominees for Election at the 2025 Annual Meeting – Nominated to Serve for a Term that Expires in 2028 | | | CYNTHIA CROATTI DIRECTOR SINCE 1995 Current Term Expires: 2025 Age: 69 Environmental, Social and Governance Committee | Ms. Croatti has served as Director of the Company since 1995. She 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) DIRECTOR SINCE 2022 Current Term Expires: 2025 Age: 59 Audit Committee Environmental, Social and Governance Committee (chair) | Mr. Pupkin has served as a Director of the Company since October 2022. He has served on the Board of Directors of Sterilex, a developer of innovative food safety antimicrobial products, since March 2024 and the Board of Directors of Circularix, a manufacturer in the recycled plastics industry, since July 2024. He previously served from 2021 to 2023 as Senior Vice President and Chief Growth and Strategy Officer at Sealed Air Corporation (NYSE: SEE), a 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. | | Cecilia McKenney (1) DIRECTOR SINCE 2024 Current Term Expires: 2025 Age: 62 Compensation Committee Nominating and Corporate Governance Committee | Ms. McKenney has served as a Director of the Company since May 2024. She is the Senior Vice President and Chief Human Resources Officer at Quest Diagnostics Incorporated ("Quest") (NYSE: DGX), a provider of diagnostic information services, a position she has held since 2018. Before that, she served in various roles at Frontier Communications (Nasdaq: FYBR), a communications services company, from 2006 to 2017, including Executive Vice President, Consumer Sales and Marketing from 2016 to 2017, Executive Vice President and Chief Customer Officer from 2015 to 2016, Executive Vice President, HR, Administrative Services and Frontier Secure from 2013 to 2015, Executive Vice President, HR and Call Center Sales and Services from 2008 to 2013 and Senior Vice President, HR from 2006 to 2008. Prior to Frontier Communications, Ms. McKenney held a number of positions at Pepsi Bottling Group from 1989 to 2005, rising to Group Vice President, Headquarters Human Resources. She currently serves on a number of non-profit boards, including for the Quest Diagnostics Foundation, Catholic Charities Archdiocese of New York and St. Joseph's Health Foundation. Ms. McKenney received a B.A. in business administration from Franklin & Marshall College. Ms. McKenney brings to the Board of Directors her extensive executive leadership experience, which includes human resources and compensation. |

  4. Information Regarding Nominees and Directors

    | Continuing Directors | | | Steven S. Sintros DIRECTOR SINCE 2017 Current Term Expires: 2026 Age: 51 | Mr. Sintros has served as a Director since 2017. He joined the Company in 2004. Mr. Sintros has served as our President and Chief Executive Officer and a Director since 2017. He has overall responsibility for management of the Company. He previously served as our Chief Financial Officer from 2009 until 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 DIRECTOR SINCE 2017 Current Term Expires: 2026 Age: 69 Compensation Committee Nominating and Corporate Governance Committee (chair) Environmental, Social and Governance Committee | Mr. Zemlin has served as Chairman of the Board of Directors of the Company since 2017. Mr. Zemlin was a partner in the law firm Goodwin Procter LLP until his retirement in 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. | | Michael Iandoli DIRECTOR SINCE 2007 Current Term Expires: 2027 Age: 79 Audit Committee Compensation Committee (chair) Nominating and Corporate Governance Committee | 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. |

  5. Information Regarding Nominees and Directors

    | Joseph M. Nowicki DIRECTOR SINCE 2022 Current Term Expires: 2027 Age: 63 Audit Committee (chair) Environmental, Social and Governance Committee | 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. (Nasdaq-GS: BECN), a 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. (Nasdaq: SPAR), a specialty vehicle manufacturer, from 2009 to 2013. Mr. Nowicki has served since 2020 on the Board of Directors of LL Flooring Holdings, Inc. (NYSE: LLFLQ) (formerly Lumber Liquidators Holdings, Inc.), 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. (Nasdaq: SAUC), 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. (Nasdaq: ASV), a 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. |

  6. Information Regarding Nominees and Directors

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

  7. Annual Cash Incentive Bonuses - Named Executive Officers

    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 2024 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 2024 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 2024, each of Messrs. Sintros and O’Connor had the opportunity to earn cash bonuses based on MBOs, which are described below.

  8. CEO Bonus Plan

    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 2024, 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 2024, 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 2024 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 0.74 U.S. dollars to 1.0 Canadian dollar and potential adjustments relating to significant transactions that are not customary nor likely to recur. At the beginning of fiscal 2024, we also set five potential achievement levels with respect to adjusted operating income. If actual adjusted operating income met a specified achievement level, Mr. Sintros would also earn a corresponding specified percentage of his salary. The CEO Bonus Plan for fiscal 2024 included potential adjustments to actual operating income to take into account Company costs and expenses in excess of $1.0 million associated with claims, litigation, regulatory or environmental matters, asset impairment, the gross margin related to significant transactions that are not customary nor likely to recur, any foreign exchange gain or loss recognized in the fiscal year, changes in generally accepted accounting principles impacting operating income in excess of forecast, any difference in management bonus expense compared to the forecasted amount and losses, costs or expenses arising from natural catastrophes or similar events. The following table includes the potential and actual achievement levels and corresponding bonus payouts for fiscal 2024 with respect to adjusted revenue under our CEO Bonus Plan (in millions, except percentages):

  9. CEO Bonus Plan

    | Adjusted Revenue Potential Achievement Levels and Bonus as a % of Base Salary | | | | | Actual Results | | | Threshold (50%) | Achievement (75%) | Target (100%) | Achievement (125%) | Maximum (150%) | Adjusted 2024 Revenue Achieved | % Payout based on Revenue Achievement | | $2,385.0 | $2,405.0 | $2,425.0 | $2,445.0 | $2,465.0 | $2,429.6 | | | 21.3% | 31.9% | 42.5% | 53.1% | 63.8% | | 42.5% |

  10. CEO Bonus Plan

    Our actual revenue for fiscal 2024 was $2,727.4 million and our adjusted revenue under the CEO Bonus Plan was $2,429.6 million. As a result, based on achieving the target level, Mr. Sintros earned a bonus of 42.5% of his base salary on account of adjusted revenue for fiscal 2024. The following table includes the potential and actual achievement levels and corresponding bonus payouts for fiscal 2024 with respect to adjusted operating income under our CEO Bonus Plan (in millions, except percentages):

  11. CEO Bonus Plan

    | Adjusted Operating Income Potential Achievement Levels and Bonus as a % of Base Salary | | | | | Actual Results | | | Threshold (50%) | Achievement (75%) | Target (100%) | Achievement (125%) | Maximum (150%) | Adjusted 2024 Operating Income | % Payout based on Operating Income Achievement | | $166.4 | $176.6 | $186.8 | $196.9 | $207.1 | $200.5 | | | 21.3% | 31.9% | 42.5% | 53.1% | 63.8% | | 53.1% |

  12. CEO Bonus Plan

    Our actual operating income for fiscal 2024 was $183.6 million and our adjusted operating income under the CEO Bonus Plan was $200.5 million. As a result, based on achieving the 125% achievement level, Mr. Sintros’ earned a bonus of 53.1% of his base salary on account of adjusted operating income for fiscal 2024. The amount of Mr. Sintros’ bonus for fiscal 2024 under the CEO Bonus Plan was determined to be $900,352, which was 95.6% of his base salary. Such amount is reflected in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table” below.

  13. Executive Bonus Plan

    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 2024, 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 2024, 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 2024 included the same potential adjustments to actual revenue as were included in the CEO Bonus Plan described above. At the beginning of fiscal 2024, 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 2024 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 2024 with respect to adjusted revenue under our Executive Bonus Plan (in millions, except percentages):

  14. Executive Bonus Plan

    | Adjusted Revenue Potential Achievement Levels and Bonus as a % of Base Salary | | | | | Actual Results | | | Threshold (50%) | Achievement (75%) | Target (100%) | Achievement (125%) | Maximum (150%) | Adjusted 2024 Revenue Achieved | % Payout based on Revenue Achievement | | $2,385.0 | $2,405.0 | $2,425.0 | $2,445.0 | $2,465.0 | $2,429.6 | | | 10.0% | 15.0% | 20.0% | 25.0% | 30.0% | | 20.0% |

  15. Executive Bonus Plan

    Our actual revenue for fiscal 2024 was $2,727.4 million and our adjusted revenue under the Executive Bonus Plan was $2,429.6 million. As a result, based on achieving the target level, each named executive officer earned a bonus of 20.0% of the executive’s base salary on account of adjusted revenue for fiscal 2024. The following table includes the potential and actual achievement levels and corresponding bonus payouts for fiscal 2024 with respect to adjusted operating income under our Executive Bonus Plan (in millions, except percentages):

  16. Executive Bonus Plan

    | Adjusted Operating Income Potential Achievement Levels and Bonus as a % of Base Salary | | | | | Actual Results | | | Threshold (50%) | Achievement (75%) | Target (100%) | Achievement (125%) | Maximum (150%) | Adjusted 2024 Operating Income | % Payout based on Operating Income Achievement | | $166.4 | $176.6 | $186.8 | $196.9 | $207.1 | $200.5 | | | 10.0% | 15.0% | 20.0% | 25.0% | 30.0% | | 25.0% |

  17. Executive Bonus Plan

    Our actual operating income for fiscal 2024 was $183.6 million and our adjusted operating income under the Executive Bonus Plan was $200.5 million. As a result, based on achieving the 125% achievement level, named executive officers earned a bonus of 25.0% of the executive’s base salary on account of adjusted operating income for fiscal 2024. 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 2024:

  18. Executive Bonus Plan

    | Name | Bonus | % of Base Salary | | Shane F. O’Connor | $201,294 | 45.0% | | David M. Katz | $220,259 | 45.0% | | David A. DiFillippo | $203,393 | 45.0% | | William M. Ross | $188,713 | 45.0% |

  19. Executive Bonus Plan

    The 45.0% 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.

  20. CEO MBO Bonus

    CEO MBO Bonus For fiscal 2024, we determined that Mr. Sintros would be eligible to receive a cash bonus of up to $200,000 (approximately 21.2% of his base salary) based on the potential achievement of four MBOs that we designed at the beginning of fiscal 2024. The first MBO was tied to ESG related matters, the second MBO related to customer retention matters, the third MBO related to organizational and succession planning matters and the fourth MBO related to strategic planning matters. The Committee set the achievement potential for each of the MBOs at $50,000. We determined that Mr. Sintros achieved the maximum potential bonus related to the ESG and strategic planning matters MBOs and a bonus of $25,000 with respect to organizational and succession planning matter MBO. As a result, we approved an aggregate cash bonus of $125,000 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.

  21. CFO MBO Bonus

    CFO MBO Bonus For fiscal 2024, we determined that Mr. O’Connor would be eligible to receive a cash bonus of up to $100,000 (approximately 22.4% 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, and 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.

  22. Long-Term Equity Incentive Compensation—Named Executive Officers

    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 2024. 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 2024, we granted the following SARs to the following named executive officers:

  23. Long-Term Equity Incentive Compensation—Named Executive Officers

    | Name | Number of Securities Underlying SARs | Exercise or Base Price of SAR Awards ($/Sh) | | Steven S. Sintros | 6,179 | $164.43 | | Shane F. O’Connor | 2,207 | $164.43 | | David M. Katz | 1,986 | $164.43 | | David A. DiFillippo | 1,545 | $164.43 | | William M. Ross | 1,545 | $164.43 |

  24. Long-Term Equity Incentive Compensation—Named Executive Officers

    In fiscal 2024, we granted the following RSUs to the following named executive officers:

  25. Long-Term Equity Incentive Compensation—Named Executive Officers

    | Name | Number of RSUs | | Steven S. Sintros | 4,562 | | Shane F. O’Connor | 2,281 | | David M. Katz | 2,053 | | David A. DiFillippo | 1,597 | | William M. Ross | 1,597 |

  26. Long-Term Equity Incentive Compensation—Named Executive Officers

    In fiscal 2024, we also granted performance-based restricted stock units (“PSUs”) 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 target level and adjusted operating income achievement at the 125% achievement level for fiscal 2024:

  27. Long-Term Equity Incentive Compensation—Named Executive Officers

    | | Number of PSUs | | | Name | Earned based on Adjusted Revenue Achievement | Earned based on Adjusted Operating Income Achievement | | Steven S. Sintros | 1,520 | 1,901 | | Shane F. O’Connor | 381 | 476 | | David M. Katz | 343 | 428 | | David A. DiFillippo | 267 | 333 | | William M. Ross | 267 | 333 |

  28. Executive Employment Plan

    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 under which our named executive officers are eligible to participate, subject to certain requirements. The Executive Employment Plan provides for certain cash payments upon a named executive officer’s termination under certain specified circumstances. The Executive Employment Plan is intended, among other things, to ensure the ongoing commitment and continued attention and dedication of our named executive officers to their positions and to the best interest of our shareholders in the event of a change in control. The Executive Employment Plan serves as a retention component of our executive compensation program and is also designed to attract talented executives to our Company. In connection with our design of the Executive Employment Plan, we engaged Meridian Compensation Partners, a third-party compensation consultant, to advise on the structure of the plan. Prior to engaging Meridian Compensation Partners, we assessed the independence of the firm. See “Potential Payments Upon Termination or Change in Control” below for additional information regarding our Executive Employment Plan.

  29. Our Executive Compensation Process

    Our Executive Compensation Process The Compensation Committee of our Board of Directors is primarily responsible for establishing the compensation paid to our named executive officers. The Board of Directors has determined that each member of the Compensation Committee is “independent” as that term is defined under the applicable rules of the NYSE. In determining executive compensation, our Compensation Committee annually reviews the performance of our named executive officers with our CEO, and our CEO makes recommendations to our Compensation Committee with respect to the appropriate base salary, annual cash incentive bonus payments and grants of long-term equity incentive awards for each of our named executive officers. Our Compensation Committee annually reviews the performance of our CEO and establishes the appropriate base salary, annual cash incentive bonus payments and grants of long-term equity incentive awards to be paid to him. In general, we do not engage in a formal benchmarking process in setting the compensation for our executives. As described above, however, we from time to time use certain data provided by Meridian Compensation Partners as one factor for certain executive compensation determinations.

  30. Summary Compensation Table

    Summary Compensation Table The following table sets forth summary information concerning the annual compensation for the years ended August 31, 2024, August 26, 2023 and August 27, 2022, respectively, awarded to, earned by or paid to our CEO, EVP and CFO and our other three most highly-compensated executive officers (collectively, for purposes of the tables set forth in this Proxy Statement, our “named executive officers”):

  31. 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 Non-qualified Deferred Compensation Earnings (4) | All Other Compensation (5) | Total | | Steven S. Sintros | 2024 | $941,545 | $125,000 | $350,040 | $1,249,997 | $900,352 | $288,516 | $31,090 | $3,886,540 | | President & CEO | 2023 | $888,251 | $162,500 | $349,970 | $1,249,877 | $755,013 | $— | $29,945 | $3,435,556 | | | 2022 | $849,998 | $153,550 | $350,014 | $1,500,585 | $424,999 | $— | $32,870 | $3,312,016 | | Shane F. O’Connor | 2024 | $447,320 | $50,000 | $125,027 | $500,360 | $201,294 | $82,834 | $30,931 | $1,437,766 | | EVP & CFO | 2023 | $421,997 | $50,000 | $125,029 | $500,522 | $168,799 | $— | $29,520 | $1,295,867 | | | 2022 | $400,000 | $12,500 | $112,538 | $337,597 | $100,001 | $— | $31,155 | $993,791 | | David M. Katz | 2024 | $489,465 | $— | $112,507 | $450,374 | $220,259 | $114,302 | $30,973 | $1,417,880 | | EVP, Sales & Marketing | 2023 | $461,761 | $— | $112,501 | $450,413 | $184,704 | $9,158 | $29,409 | $1,247,946 | | | 2022 | $444,000 | $13,875 | $100,028 | $300,198 | $111,000 | $— | $32,870 | $1,001,971 | | David A. DiFillippo | 2024 | $451,984 | $— | $87,524 | $350,400 | $203,393 | $80,210 | $30,936 | $1,204,447 | | EVP, Operations | 2023 | $426,400 | $— | $87,508 | $350,194 | $170,559 | $— | $29,374 | $1,064,035 | | | 2022 | $410,000 | $12,813 | $75,007 | $225,198 | $102,501 | $— | $32,870 | $858,389 | | William M. Ross | 2024 | $419,363 | $— | $87,524 | $350,400 | $188,713 | $148,641 | $30,953 | $1,225,594 | | EVP, Operations | 2023 | $393,748 | $— | $87,508 | $350,194 | $157,499 | $— | $29,435 | $1,018,384 | | | 2022 | $375,000 | $11,719 | $75,007 | $225,198 | $93,751 | $— | $32,870 | $813,545 |

  32. Summary Compensation Table

    (1) Fiscal 2024 consisted of 53 weeks while fiscal 2023 and fiscal 2022 each consisted of 52 weeks. The base salary amounts for fiscal 2024 reflect the impact of the additional week, including 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 2024, 2023 and 2022, 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 31, 2024, August 26, 2023 and August 27, 2022. See the “Outstanding Equity Awards at Fiscal Year-End – 2024” table below for additional details regarding the SARs that were granted to our named executive officers in fiscal 2024, 2023 and 2022. The amounts shown represent the aggregate grant date fair value related to the grant of RSUs (including 4,561 PSUs granted to Mr. Sintros, 1,142 PSUs granted to Mr. O’Connor, 1,028 PSUs granted to Mr. Katz, 800 PSUs to each Messrs. DiFillippo and Ross which may be earned based on the Company’s achievement of certain performance criteria) to our named executive officers in fiscal 2024, calculated in accordance with FASB ASC Topic 718 (excluding the effect of any estimate of future forfeitures). In November 2024, the Compensation Committee determined that 3,421 of the PSUs granted to Mr. Sintros, 857 of the PSUs granted to Mr. O’Connor, 771 of the PSUs granted to Mr. Katz, and 600 PSUs to each Messrs. DiFillippo and Ross were earned and vested based on the Company’s adjusted revenue and adjusted operating income in fiscal 2024. 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 31, 2024, August 26, 2023 and August 27, 2022. See the “Outstanding Equity Awards at Fiscal Year-End – 2024” table below for additional details regarding the RSUs that were granted to our named executive officers in fiscal 2024. (4) Amounts reported in this column for fiscal 2024 represent the present value of the accumulated benefit obligation (“ABO”) as of August 31, 2024 minus the present value of the ABO as of August 26, 2023 under the UniFirst Corporation Unfunded Supplemental Executive Retirement Plan, as amended (“SERP”). Amounts reported in this column for fiscal 2023 represent the present value of the ABO as of August 26, 2023 minus the present value of the ABO as of August 27, 2022 under our SERP. As of August 26, 2023, such changes in the present value of the ABO 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 and ($29,256) with respect to Mr. Ross. 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, and O’Connor 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 ABO as of August 27, 2022 minus the present value of the ABO as of August 28, 2021 under our SERP. As of August 27, 2022 such changes in the present value of the ABO 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 and ($233,998) with respect to Mr. Ross. 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, Katz and O’Connor are reflected in the table as “$0” with respect to fiscal 2022. 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 2024” below for additional details about the accumulated benefits of each named executive officer under our SERP with respect to fiscal 2024. See the “Pension Benefits Table – Fiscal 2023” in our Proxy Statement for the 2024 Annual Meeting of Shareholders, filed with the SEC on November 30, 2023 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. (5) The components of “All Other Compensation” for fiscal 2024 includes the following in the table below. Fiscal 2023 and fiscal 2022 amounts were reported in our 2023 and 2022 proxy statements, respectively.

  33. Summary Compensation Table

    | | Car allowance | 401 (k) contributions | Profit sharing | Total | | Steven S. Sintros | $12,450 | $13,800 | $4,840 | $31,090 | | Shane F. O’Connor | $12,450 | $13,641 | $4,840 | $30,931 | | David M. Katz | $12,450 | $13,683 | $4,840 | $30,973 | | David A. DiFillippo | $12,450 | $13,646 | $4,840 | $30,936 | | William M. Ross | $12,450 | $13,663 | $4,840 | $30,953 |

  34. Grants of Plan-Based Awards – Fiscal 2024

    Grants of Plan-Based Awards – Fiscal 2024 The following table contains information related to non-equity incentive plan awards made to our CEO 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 2010 Stock Option and Incentive Plan during fiscal 2024:

  35. Grants of Plan-Based Awards – Fiscal 2024

    | | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Possible Payouts Under Equity Incentive Plan Awards | | | | | | | | Name | Grant Date | Approval Date | Threshold ($)(5) | Target ($)(5) | Maximum ($)(5) | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: Number of Securities Underlying Awards (4) | All Other Share- Based Awards: Number of Securities Underlying Awards (3) | Exercise or Base Price of Share- Based Awards ($/Sh) (1) | Grant Date Fair Value of Stock and Share- Based Awards ($)(2) | | Steven S. Sintros | 10/31/2023 | 10/24/2023 | | | | | | | | 6,179 | 164.43 | 350,040 | | | 10/31/2023 | 10/24/2023 | | | | | | | 4,562 | | — | 750,130 | | | 10/24/2023 | 10/24/2023 | 401,098 | 800,313 | 1,201,411 | | | | | | | | | | 10/31/2023 | 10/24/2023 | | | | 1,520(6) | 3,041(6) | 4,561(6) | | | — | 499,867 | | Shane F. O’Connor | 10/31/2023 | 10/24/2023 | | | | | | | | 2,207 | 164.43 | 125,027 | | | 10/31/2023 | 10/24/2023 | | | | | | | 2,281 | | — | 375,065 | | | 10/24/2023 | 10/24/2023 | 89,464 | 178,928 | 268,392 | | | | | | | | | | 10/31/2023 | 10/24/2023 | | | | 382(7) | 762(7) | 1,142(7) | | | — | 125,296 | | David M. Katz | 10/31/2023 | 10/24/2023 | | | | | | | | 1,986 | 164.43 | 112,507 | | | 10/31/2023 | 10/24/2023 | | | | | | | 2,053 | | — | 337,575 | | | 10/24/2023 | 10/24/2023 | 97,893 | 195,786 | 293,679 | | | | | | | | | | 10/31/2023 | 10/24/2023 | | | | 344(8) | 686(8) | 1,028(8) | | | — | 112,799 | | David A. DiFillippo | 10/31/2023 | 10/24/2023 | | | | | | | | 1545 | 164.43 | 87,524 | | | 10/31/2023 | 10/24/2023 | | | | | | | 1,597 | | — | 262,595 | | | 10/24/2023 | 10/24/2023 | 90,397 | 180,794 | 271,190 | | | | | | | | | | 10/31/2023 | 10/24/2023 | | | | 268(9) | 534(9) | 800(9) | | | — | 87,806 | | William M. Ross | 10/31/2023 | 10/24/2023 | | | | | | | | 1,545 | 164.43 | 87,524 | | | 10/31/2023 | 10/24/2023 | | | | | | | 1,597 | | — | 262,595 | | | 10/24/2023 | 10/24/2023 | 83,873 | 167,745 | 251,618 | | | | | | | | | | 10/31/2023 | 10/24/2023 | | | | 268(9) | 534(9) | 800(9) | | | — | 87,806 |

  36. Grants of Plan-Based Awards – Fiscal 2024

    (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 2024. 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 2024. These SARs become vested and exercisable 20% per year on each anniversary of October 31, 2023. These grants expire ten years from the date of grant. (4) Amounts represent RSUs granted during fiscal 2024. Such RSUs vest 20% per year on each anniversary of October 31, 2023. (5) Represents threshold, target and maximum possible payouts under the CEO Bonus Plan or Executive Bonus Plan, as applicable, for fiscal 2024. 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 2024. (6) Represents the grant of 4,561 PSUs to Mr. Sintros for fiscal 2024. 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 2024. After the end of the performance period, the Compensation Committee determined that Mr. Sintros earned 3,421 of such PSUs. (7) Represents the grant of 1,142 PSUs to Mr. O’Connor for fiscal 2024. 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 2024. After the end of the performance period, the Compensation Committee determined that Mr. O’Connor earned 857 of such PSUs. (8) Represents the grant of 1,028 PSUs to Mr. Katz for fiscal 2024. 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 2024. After the end of the performance period, the Compensation Committee determined that Mr. Katz earned 771 of such PSUs. Represents the grant of 800 PSUs to each Messrs. DiFillippo and Ross for fiscal 2024. 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 of Messrs. DiFillippo and Ross in fiscal 2024. After the end of the performance period, the Compensation Committee determined that each Messrs. DiFillippo and Ross earned 600 of such PSUs.

  37. Outstanding Equity Awards at Fiscal Year-End – 2024

    Outstanding Equity Awards at Fiscal Year-End – 2024 The following table sets forth information concerning the outstanding RSUs and unexercised Share-Based Awards, which consist of SARs, held as of August 31, 2024 by our named executive officers:

  38. Outstanding Equity Awards at Fiscal Year-End – 2024

    | | 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 (1) | 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 | — | — | — | — | | | 7,538(3) | — | $146.17 | 11/27/2028 | — | — | — | — | | | 5,931(4) | 1,483(4) | $201.24 | 10/29/2029 | — | — | — | — | | | 4,279(5) | 2,853(5) | $195.55 | 11/19/2030 | — | — | — | — | | | 2,562(6) | 3,845(6) | $201.07 | 11/17/2031 | — | — | — | — | | | 1,117(7) | 4,470(7) | $190.53 | 11/28/2032 | — | — | — | — | | | — | 6,179(8) | $164.43 | 10/31/2033 | — | — | — | — | | | | | | | — | — | 3,040(9) | 576,658(9) | | | | | | | 696(10) | 132,024 | — | — | | | | | | | 1,289(11) | 244,510 | — | — | | | | | | | 2,239(12) | 424,716 | — | — | | | | | | | 3,149(13) | 597,334 | — | — | | | | | | | 4,562(14) | 865,366 | — | — | | Shane F. O’Connor | 1,137(15) | — | $167.80 | 1/2/2028 | — | — | — | — | | | 1,297(16) | — | $152.38 | 10/22/2028 | — | — | — | — | | | 1,101(17) | 276(17) | $201.24 | 10/29/2029 | — | — | — | — | | | 950(18) | 634(18) | $166.94 | 10/26/2030 | — | — | — | — | | | 824(6) | 1,236(6) | $201.07 | 11/17/2031 | — | — | — | — | | | 399(7) | 1,597(7) | $190.53 | 11/28/2032 | — | — | — | — | | | — | 2,207(8) | $164.43 | 10/31/2033 | — | — | — | — | | | | | | | — | — | 762(19) | 144,544(19) | | | | | | | 194(20) | 36,800 | — | — | | | | | | | 468(21) | 88,775 | — | — | | | | | | | 1,008(12) | 191,208 | — | — | | | | | | | 1,576(13) | 298,951 | — | — | | | | | | | 2,281(14) | 432,683 | — | — | | David M. Katz | 2,667(22) | — | $119.00 | 10/24/2026 | — | — | — | — | | | 1,233(23) | — | $156.05 | 10/23/2027 | — | — | — | — | | | 1,297(16) | — | $152.38 | 10/22/2028 | — | — | — | — | | | 1,101(17) | 276(17) | $201.24 | 10/29/2029 | — | — | — | — | | | 950(18) | 634(18) | $166.94 | 10/26/2030 | — | — | — | — | | | 732(6) | 1,099(6) | $201.07 | 11/17/2031 | — | — | — | — | | | 359(7) | 1,437(7) | $190.53 | 11/28/2032 | — | — | — | — | | | — | 1,986(8) | $164.43 | 10/31/2033 | — | — | — | — | | | | | | | — | — | 686(24) | 130,127(24) | | | | | | | 194(20) | 36,800 | — | — | | | | | | | 468(21) | 88,775 | — | — | | | | | | | 896(12) | 169,962 | — | — | | | | | | | 1,418(13) | 268,980 | — | — | | | | | | | 2,053(14) | 389,434 | — | — | | David A. DiFillippo | 4,000(25) | — | $104.67 | 10/26/2025 | — | — | — | — | | | 4,000(22) | — | $119.00 | 10/24/2026 | — | — | — | — | | | 1,233(23) | — | $156.05 | 10/23/2027 | — | — | — | — | | | 1,297(16) | — | $152.38 | 10/22/2028 | — | — | — | — | | | 1,101(17) | 276(17) | $201.24 | 10/29/2029 | — | — | — | — | | | 950(18) | 634(18) | $166.94 | 10/26/2030 | — | — | — | — | | | 549(6) | 824(6) | $201.07 | 11/17/2031 | — | — | — | — | | | 279(7) | 1,118(7) | $190.53 | 11/28/2032 | — | — | — | — | | | — | 1,545(8) | $164.43 | 10/31/2033 | — | — | — | — | | | | | | | — | — | 534(26) | 101,294(26) | | | | | | | 194(20) | 36,800 | — | — | | | | | | | 468(21) | 88,775 | — | — | | | | | | | 672(12) | 127,472 | — | — | | | | | | | 1,103(13) | 209,228 | — | — | | | | | | | 1,597(14) | 302,935 | — | — | | William M. Ross | 1,101(17) | 276(17) | $201.24 | 10/29/2029 | — | — | — | — | | | 950(18) | 634(18) | $166.94 | 10/26/2030 | — | — | — | — | | | 549(6) | 824(6) | $201.07 | 11/17/2031 | — | — | — | — | | | 279(7) | 1,118(7) | $190.53 | 11/28/2032 | — | — | — | — | | | — | 1,545(8) | $164.43 | 10/31/2033 | — | — | — | — | | | | | | | — | — | 534(26) | 101,294(26) | | | | | | | 194(20) | 36,800 | — | — | | | | | | | 468(21) | 88,775 | — | — | | | | | | | 672(12) | 127,472 | — | — | | | | | | | 1,103(13) | 209,228 | — | — | | | | | | | 1,597(14) | 302,935 | — | — |

  39. Outstanding Equity Awards at Fiscal Year-End – 2024

    The amount shown is based on the closing price of the Company’s Common Stock of $189.69 per share on August 30,2024, the last trading day of fiscal 2024, 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. 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 having occurred on October 31, 2023. (8) 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, 2024. (9) Represents 4,561 PSUs that, as of August 31, 2024, were subject to the satisfaction of performance criteria as more fully described under the heading “Compensation Discussion and Analysis” in this Proxy Statement. In November 2024, the Compensation Committee determined that 3,421 of such PSUs were earned and vested based on the Company’s adjusted revenue and adjusted operating income in fiscal 2024. (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 having occurred 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 having occurred on October 31, 2023. (14) 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, 2024. (15) These stock-settled SARs are subject to a five-year cliff vesting schedule and became fully vested and exercisable on January 2, 2023. (16) These stock-settled SARs are subject to a 20% per year ratable vesting schedule and became fully vested and exercisable on October 31, 2023. (17) These stock-settled SARs are subject to a 20% per year ratable vesting schedule and become fully vested and exercisable on October 31, 2024. (18) These stock-settled SARs are subject to a 20% per year ratable vesting schedule and become fully vested and exercisable on October 31, 2025. (19) Represents 1,142 PSUs that, as of August 31, 2024, were subject to the satisfaction of performance criteria as more fully described under the heading “Compensation Discussion and Analysis” in this Proxy Statement. In November 2024, the Compensation Committee determined that 857 of such PSUs were earned and vested based on the Company’s adjusted revenue and adjusted operating income in fiscal 2024. (20) These RSUs are subject to a 20% per year ratable vesting schedule and become vested and exercisable on October 31, 2024. (21) These RSUs are subject to a 20% per year ratable vesting schedule and become fully vested and exercisable on October 31, 2025. (22) These stock-settled SARs are subject to a five-year cliff vesting schedule and became fully vested and exercisable on October 24, 2021. These stock-settled SARs are subject to a 20% per year ratable vesting schedule and became fully vested and exercisable on October 31, 2022. Represents 1,028 PSUs that, as of August 31, 2024, were subject to the satisfaction of performance criteria as more fully described under the heading “Compensation Discussion and Analysis” in this Proxy Statement. In November 2024, the Compensation Committee determined that 771 of such PSUs were earned and vested based on the Company’s adjusted revenue and adjusted operating income in fiscal 2024. 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 800 PSUs that, as of August 31, 2024, were subject to the satisfaction of performance criteria as more fully described under the heading “Compensation Discussion and Analysis” in this Proxy Statement. In November 2024, the Compensation Committee determined that 600 of such restricted stock units were earned and vested based on the Company’s adjusted revenue and adjusted operating income in fiscal 2024. 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.

  40. Option Exercises and Stock Vested Table – Fiscal 2024

    Option Exercises and Stock Vested Table – Fiscal 2024 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 2024 with respect to our named executive officers:

  41. Option Exercises and Stock Vested Table – Fiscal 2024

    | | Share-Based Awards | | Stock Awards | | | | Name | Number of Shares Acquired on Exercise | Value Realized on Exercise (1) | Number of Shares Acquired on Vesting | Market Value on Vest Date (2) | Value Realized on Vesting (3) | | Steven S. Sintros | — | $— | 645 | $170.83 | $110,185 | | | | | 746 | $164.43 | $122,665 | | | | | 787 | $164.43 | $129,406 | | | | | 2,624 | $163.99 | $430,310 | | | | | 856 | $173.22 | $148,276 | | | | | 696 | $160.34 | $111,597 | | Shane F. O’Connor | — | $— | 234 | $164.43 | $38,477 | | | | | 336 | $164.43 | $55,248 | | | | | 393 | $164.43 | $64,621 | | | | | 658 | $163.99 | $107,905 | | | | | 247 | $164.43 | $40,614 | | | | | 194 | $164.43 | $31,899 | | David M. Katz | — | $— | 234 | $164.43 | $38,477 | | | | | 299 | $164.43 | $49,165 | | | | | 354 | $164.43 | $58,208 | | | | | 591 | $163.99 | $96,918 | | | | | 247 | $164.43 | $40,614 | | | | | 194 | $164.43 | $31,899 | | David A. DiFillippo | — | $— | 234 | $164.43 | $38,477 | | | | | 224 | $164.43 | $36,832 | | | | | 275 | $164.43 | $45,218 | | | | | 460 | $163.99 | $75,435 | | | | | 247 | $164.43 | $40,614 | | | | | 194 | $164.43 | $31,899 | | William M. Ross | 4,000 | $228,480(4) | 234 | $164.43 | $38,477 | | | 1,233 | $32,650(5) | 224 | $164.43 | $36,832 | | | 1,297 | $39,105(6) | 275 | $164.43 | $45,218 | | | | | 460 | $163.99 | $75,435 | | | | | 247 | $164.43 | $40,614 | | | | | 194 | $164.43 | $31,899 |

  42. Option Exercises and Stock Vested Table – Fiscal 2024

    (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) Closing price of our Common Stock per share on the vest date. (3) 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. (4) Value realized on exercise is as follows: $57.12 (the market value at the time of exercise of $176.12 less the exercise price of $119.00), multiplied by 4,000 shares acquired upon exercise. Value realized on exercise is as follows: $26.48 (the market value at the time of exercise of $182.53 less the exercise price of $156.05), multiplied by 1,233 shares acquired upon exercise. Value realized on exercise is as follows: $30.15 (the market value at the time of exercise of $182.53 less the exercise price of $152.38), multiplied by 1,297 shares acquired upon exercise.

  43. 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 31, 2024, see the “SERP Benefits Table – Fiscal 2024” 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 “Deferred Compensation Table – Fiscal 2024” 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 under our 2010 Stock Option and Incentive Plan 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 2023 Equity Incentive Plan and the 2010 Stock Option and Incentive 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 31, 2024, which was the last day of fiscal 2024.

  44. 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 | $— | $4,284,030 | $4,284,030 | $— | $— | $— | $— | | Acceleration of Vesting of RSUs (8) | — | — | 2,131,926 | 132,024 | — | 2,131,926 | — | | Acceleration of Vesting of SARs (9) | — | — | 156,082 | — | — | 156,082 | — | | Continued Health Benefits | — | 33,221 | 33,221 | — | — | — | — | | Total | $— | $4,317,251 | $6,605,259 | $132,024 | $— | $2,288,008 | $— | | Shane F. O’Connor | | | | | | | | | Cash Payments | $— | $805,176 | $1,118,300 | $— | $— | $— | $— | | Acceleration of Vesting of RSUs (8) | — | — | 1,011,617 | 367,800 | — | 1,011,617 | — | | Acceleration of Vesting of SARs (9) | — | — | 70,172 | — | — | 70,172 | — | | Continued Health Benefits | — | 16,610 | 24,916 | — | — | — | — | | Total | $— | $821,786 | $2,225,005 | $367,800 | $— | $1,081,789 | $— | | David M. Katz | | | | | | | | | Cash Payments | $— | $881,037 | $1,223,663 | $— | $— | $— | $— | | Acceleration of Vesting of RSUs (8) | — | — | 917,151 | 36,800 | — | 917,151 | — | | Acceleration of Vesting of SARs (9) | — | — | 64,590 | — | — | 64,590 | — | | Continued Health Benefits | — | 9,530 | 14,295 | — | — | — | — | | Total | $— | $890,567 | $2,219,699 | $36,800 | $— | $981,741 | $— | | David A. DiFillippo | | | | | | | | | Cash Payments | $— | $813,571 | $1,129,960 | $— | $— | $— | $— | | Acceleration of Vesting of RSUs (8) | — | — | 728,410 | 36,800 | 462,275 | 728,410 | — | | Acceleration of Vesting of SARs (9) | — | — | 53,450 | — | 14,424 | 53,450 | — | | Continued Health Benefits | — | 9,530 | 14,295 | — | — | — | — | | Total | $— | $823,101 | $1,926,115 | $36,800 | $476,698 | $781,860 | $— | | William M. Ross | | | | | | | | | Cash Payments | $— | $754,853 | $1,048,406 | $— | $— | $— | $— | | Acceleration of Vesting of RSUs (8) | — | — | 728,410 | 36,800 | — | 728,410 | — | | Acceleration of Vesting of SARs (9) | — | — | 53,450 | — | — | 53,450 | — | | Continued Health Benefits | — | 9,530 | 14,295 | — | — | — | — | | Total | $— | $764,383 | $1,844,561 | $36,800 | $— | $781,860 | $— |

  45. 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 CEO, 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 CEO 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 CEO, 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 CEO 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 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. Information regarding the amounts of such payments is set forth above in the “SERP Benefits Table – Fiscal 2024.” 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. (8) Amounts presented reflect the Company’s stock price as of the last trading day of fiscal 2024 multiplied by the number of unvested RSUs held by the executive as of the last day of fiscal 2024. (9) Amounts presented reflect for each SAR award held by the executive as of the last day of fiscal 2024, the Company’s stock price as of the last trading day of fiscal 2024 minus the exercise price of the SAR award, multiplied by the number of unvested SARs.

  46. 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 2024, the annual total compensation of Mr. Sintros was $3,886,540, as shown in the Summary Compensation Table above. The annual total compensation of our median employee for fiscal 2024, which was calculated in the same manner as the total annual compensation of Mr. Sintros, was $37,214. 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 2024 was approximately 104 to 1. We identified the median employee by measuring compensation for fiscal 2024 (the “Measurement Period”) for 15,979 employees, representing all full-time, part-time, seasonal and temporary employees of the Company and its consolidated subsidiaries as of August 31, 2024. Such number of employees does not include any independent contractors or “leased” workers, as permitted by applicable SEC rules. 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 88 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 2024 but did not work for us for the entire fiscal year.

  47. 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 2024 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:

  48. 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) | | 2024 | $3,886,540 | $4,019,401 | $1,321,422 | $1,354,238 | $100.99 | $206.07 | $145.5 | $2,429.6 | $200.5 | | 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 |

  49. 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:

  50. Pay versus Performance

    | | Fiscal 2024 | Fiscal 2023 | Fiscal 2022 | Fiscal 2021 | | Summary Compensation Table Value | $3,886,540 | $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 | (288,516) | - | - | (169,979) | | Subtract grant date fair value of equity awards as reported in the Summary Compensation Table for each applicable year | (1,600,037) | (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 | 109,173 | 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 | 1,935,271 | 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 | (88,394) | 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 | 65,364 | (254,931) | (731,430) | 615,807 | | | | | | - | | Compensation Actually Paid | $4,019,401 | $3,157,753 | $1,845,414 | $3,665,751 |

  51. Pay versus Performance

    Steven S. Sintros was PEO for each of the fiscal years 2024, 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:

  52. Pay versus Performance

    | | Fiscal 2024 | Fiscal 2023 | Fiscal 2022 | Fiscal 2021 | | Summary Compensation Table Value | $1,321,422 | $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 | (106,497) | (1,832) | - | (92,006) | | Subtract grant date fair value of equity awards as reported in the Summary Compensation Table for each applicable year | (516,029) | (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 | 36,293 | 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 | 615,155 | 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 | (27,913) | 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 | 31,807 | (60,723) | 269,774 | 308,341 | | Compensation Actually Paid | $1,354,238 | $1,062,630 | $514,823 | $1,350,557 |

  53. Pay versus Performance

    (4) The following non-PEO named executives officers are included in the calculations above: 2024: Shane O’Connor, David Katz, David DiFillippo and William Ross 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 31, 2024 (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 2024 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 2024. (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 PSUs. 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 2024.

  54. 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. Financial Performance Measures The following table lists (in no specific order) the most important financial performance measures used by the Company to link compensation actually paid to our named executive officers in 2024 to the performance of the Company: • Adjusted Revenue; and Adjusted Operating Income

  55. Director Compensation – Fiscal 2024

    Director Compensation – Fiscal 2024 The Compensation Committee determines Director compensation based on the following principles: Director compensation should be aligned with the long-term interest of shareholders; • Director compensation should be used to motivate Director behavior; • Directors should be adequately compensated for their time and effort; and • Director compensation should be approached on an overall basis, rather than as an array of separate elements. Our non-employee Directors receive equity and cash compensation for their service as Directors. In fiscal 2024, non-employee Directors received an annual fee of $105,000 for service on our Board and additional compensation for committee service is as follows:

  56. Director Compensation – Fiscal 2024

    | | Audit Committee | Compensation Committee | Nominating and Governance Committee | ESG Committee | | Chair | $25,000 | $15,000 | $15,000 | $15,000 | | Each other member | $12,000 | $12,000 | $12,000 | $12,000 |

  57. Director Compensation – Fiscal 2024

    The Chairman of the Board received an additional annual fee of $30,000. 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. 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 up to $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 2024. The compensation earned by our non-employee Directors during fiscal 2024 is set forth in the table below.

  58. Director Compensation – Fiscal 2024

    | Name | Fees Earned or Paid in Cash | Stock Awards (1) | Share-Based Awards (2) | All Other Compensation | Total | | Phillip L. Cohen (3) | $29,750 | $— | $— | $— | $29,750 | | Thomas S. Postek (3) | $29,750 | $— | $— | $— | $29,750 | | Michael Iandoli (4) | $216,000 | $40,121 | $50,013 | $— | $306,134 | | Kathleen Camilli (5) | $9,750 | $— | $— | $— | $9,750 | | Raymond C. Zemlin (6) | $226,000 | $60,017 | $50,013 | $— | $336,030 | | Joseph M. Nowicki (6) | $206,000 | $60,017 | $50,013 | $— | $316,030 | | Cynthia Croatti (7) | $217,000 | $— | $50,013 | $214,034(8) | $481,047 | | Sergio A. Pupkin (6) | $196,000 | $60,017 | $50,013 | $— | $306,030 | | Cecilia McKenney (9) | $32,250 | $25,144 | $12,529 | $— | $69,923 |

  59. Director Compensation – Fiscal 2024

    Our non-employee Directors other than Ms. McKenney were granted $100,000 of shares of unrestricted Common Stock on October 31, 2023. As described above and below, our non-employee Directors elected to receive cash in lieu of receiving some of their unrestricted Common Stock. Messrs. Zemlin, Nowicki and Pupkin elected to receive $60,000 of unrestricted stock, which resulted in their receipt of 365 shares of Common Stock, respectively. Mr. Iandoli elected to receive $40,000 unrestricted stock, which resulted in his receipt of 244 shares of Common Stock. The amounts shown for Messrs. Nowicki, Postek, Pupkin, and Iandoli represent the aggregate grant date fair value related shares of unrestricted Common Stock awarded to each Messrs. Nowicki, Postek, Pupkin and Iandoli, 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 October 31, 2023, were fully vested on the date of grant. Ms. McKenney was appointed as Director on July 11, 2024 and granted $25,000 of shares of unrestricted Common Stock. Ms. McKenney elected to receive $25,000 of unrestricted stock, which resulted in his receipt of 136 shares. The amount shown for Ms. McKenney represents the aggregate grant date fair value related to 136 shares of unrestricted Common Stock awarded to Ms. McKenney 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 July 17, 2024, 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 31, 2024. The amounts shown represent the aggregate grant date fair value related to the grant of 957 stock-settled SARs to each of our non-employee Directors other than Ms. McKenney on October 31, 2023, 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. The amount shown for Ms. McKenney represents the aggregate grant date fair value related to the grant of 219 SARs to her on July 17, 2024, 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 Ms. McKenney 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 31, 2024. (3) Messrs. Cohen and Postek retired from the Board of Directors in October 2023. (4) Amounts shown include a $60,000 cash payment in lieu of receiving a grant of $60,000 of shares of unrestricted Common Stock. (5) Ms. Camilli resigned from the Board of Directors in September 2023. (6) Amounts shown include a $40,000 cash payment in lieu of receiving a grant of $40,000 of shares of unrestricted Common Stock. (7) Amounts shown include a $100,000 cash payment in lieu of receiving a grant of $100,000 of shares of unrestricted Common Stock. (8) Represents consulting fees earned by Ms. Croatti in fiscal 2024 in connection with her role as a special consultant and advisor to the Company’s CEO and the Senior Leadership Team. (9) Cecilia McKenney was appointed to the Board of Directors in July 2024.