DEF 14A of Esco Technologies Inc, Dec 19, 2023

DEF 14A of Esco Technologies Inc

Filed Dec 19, 2023 · FY20230001104659-23-127180

Open on EDGAR

  1. NOMINEES FOR DIRECTOR

    NOMINEES FOR DIRECTOR The following table provides summary information about our director nominees, each of whom is a current director of the Company:

  2. NOMINEES FOR DIRECTOR

    | Nominee | Primary Occupation | Independent | Board Committees | Key Attributes/Qualifications | | Janice L. Hess | Retired President, Engineered Systems Segment of Teledyne Technologies Incorporated (diversified multinational company serving industrial markets requiring advanced technology and high reliability) | Yes | Audit, Governance | Four decades of operational, financial and leadership experience as well as demonstrated performance in growing markets similar to those served by the Company | | Bryan H. Sayler | Chief Executive Officer and President of the Company | No | Executive | Nearly 30 years of management experience at the Company across several of its core businesses |

  3. Proposal 1: Election of Directors

    Proposal 1: Election of Directors The Board of Directors recommends a vote FOR all nominees. The Board is divided into three classes, with the terms of office of each class ending in successive years. The terms of directors Bryan H. Sayler and James M. Stolze will expire at the Meeting. However, Mr. Stolze has decided to retire from the Board when his current term expires at the 2024 Annual Meeting and is not standing for re-election. In order to rebalance the three classes of directors, and with the consent of director Janice L. Hess, whose current term would not have expired until 2025, the Board reclassified Ms. Hess into the same class as Mr. Sayler and Mr. Stolze, with a term expiring in 2024, and has nominated Ms. Hess and Mr. Sayler for election to new three-year terms expiring at the 2027 Annual Meeting. The Board also decided to reduce the number of directors from eight to seven upon the expiration of Mr. Stolze’s term. As a result, after the 2024 Annual Meeting the Board will have two directors with terms expiring in 2027, three directors with terms expiring in 2026, and two directors with terms expiring in 2025. If elected, the nominees would serve until the expiration of their terms and until their successors have been elected and qualified. Proxies cannot be voted for more than the number of Board nominees. Should any one or more of the nominees become unable or unwilling to serve (which is not expected), the proxies unless marked to the contrary will be voted for such other person or persons as the Board may recommend.

  4. NOMINEES FOR TERMS ENDING IN 2027

    NOMINEES FOR TERMS ENDING IN 2027

  5. Janice L. Hess

    Janice L. Hess

  6. Janice L. Hess

    | ● Age: 64 ● Director since 2022 ● Term expires 2024 (see discussion above) ● Board Committees: Audit, Governance ● Qualifies as an audit committee financial expert under SEC rules | Ms. Hess’s four decades of operational, financial and leadership experience, commitment to continuous improvement, as well as demonstrated performance in growing traditional, adjacent and emerging markets similar to those served by the Company, make her well-qualified to assist the Board in guiding Company strategy at the highest levels. Principal Occupation and Business Experience 2014–2022: President, Engineered Systems Segment of Teledyne Technologies Incorporated (diversified multinational company providing enabling technologies for industrial growth markets requiring advanced technology and high reliability; the Engineered Systems Segment provides innovative systems engineering and integration and advanced technology development, and is a U.S. Government contractor serving defense, space, energy and maritime markets) 2000–2014: Held a number of other positions with Teledyne, including Executive Vice President and Chief Financial Officer of Engineered Systems 1984–2000: Held positions of increasing responsibility with Intergraph Corporation (now Hexagon AB), a multinational corporation, including Vice President, Finance and Administration and Chief Financial Officer, Computer Systems Other Experience and Education B.S.B.A. from Auburn University; staff accountant with PricewaterhouseCoopers LLP from 1981 to 1983 |

  7. Janice L. Hess

    | 7 | Proposal 1 | Notice of 2024 Annual Meeting & Proxy Statement // ESCO Technologies Inc. |

  8. Bryan H. Sayler

    Bryan H. Sayler

  9. Bryan H. Sayler

    | ● Age: 57 ● Director since 2023 ● Board Committees: Executive | Mr. Sayler’s nearly 30 years of experience at the Company across several of its core businesses as well as his current position as Chief Executive Officer and President make him uniquely qualified to provide the Board of Directors with valuable insights and perspectives concerning all areas of the Company’s business. Principal Occupation and Business Experience 2023–Present: Chief Executive Officer, President and a director of the Company 1995–2022: Held various positions of increasing responsibility within the Company, including as President of the Utility Solutions Group and Doble Engineering from 2016-2022 Other Experience and Education B.A. in Pre-Seminary from Southeastern College; M.B.A. from Baylor University |

  10. DIRECTORS CONTINUING IN OFFICE

    DIRECTORS CONTINUING IN OFFICE

  11. Patrick M. Dewar

    Patrick M. Dewar

  12. Patrick M. Dewar

    | ● Age: 63 ● Director since 2017 ● Term expires 2026 ● Board Committees: Audit (Chair), Compensation ● Qualifies as an audit committee financial expert under SEC rules | Mr. Dewar’s extensive strategic and operational experience in the aerospace and defense markets makes him well-qualified to assist in guiding Company strategy at the highest levels. Principal Occupation and Business Experience 2016–present: Chief Executive of The Trenton Group, LLC (investment and strategy consulting firm focused on security, aerospace and defense technology companies) 2013–2016: Executive Vice President of Lockheed Martin International and Chairman of Lockheed Martin Global, Inc. 2010–2013: Senior Vice President, Strategy and Business Development for Lockheed Martin Corporation Prior to 2010: Held various positions with Lockheed Martin and GE Aerospace Other Public Company Directorships Within Past Five Years 2018–present: Butler America Aerospace, LLC, a subsidiary of HCL Technologies Ltd. (provider of engineering, design IT and support services primarily to US aerospace and defense markets) Other Experience and Education M.S. in Electrical Engineering, Drexel University; B.S. in Engineering, Swarthmore College. Member of the Council on Foreign Relations; senior adviser to numerous investment firms on aerospace and defense matters |

  13. Patrick M. Dewar

    | 8 | Proposal 1 | Notice of 2024 Annual Meeting & Proxy Statement // ESCO Technologies Inc. |

  14. Vinod M. Khilnani

    Vinod M. Khilnani

  15. Vinod M. Khilnani

    | ● Age: 71 ● Director since 2014 ● Term expires 2026 ● Board Committees: Audit, Compensation (Chair) ● Qualifies as an audit committee financial expert under SEC rules | As a former public company executive, Mr. Khilnani brings to the Board of Directors a wealth of management experience and business knowledge regarding operational, financial and corporate governance issues, as well as extensive international experience with global operations. Principal Occupation and Business Experience 2013: Executive Chairman of the Board of Directors of CTS Corporation (designer, manufacturer and seller of electronic components and sensors) 2009–2013: Chairman and Chief Executive Officer of CTS 2007–2009: President and Chief Executive Officer of CTS 2001–2007: Senior VP and CFO of CTS Other Public Company Directorships Within Past Five Years: 2009–present: Materion Corporation (manufacturer of highly engineered advanced materials, performance alloys and composites, and precision coatings for global markets) 2013–2023: 1st Source Corporation (bank holding company) 2014–2021: Gibraltar Industries (manufacturer and distributor of products for the building markets) Other Experience and Education M.B.A. from the University of New York at Albany; B.A. in Business Administration from Delhi University |

  16. Leon J. Olivier

    Leon J. Olivier

  17. Leon J. Olivier

    | ● Age: 75 ● Director since 2014 ● Term expires 2025 ● Board Committees: Governance (Chair) | Mr. Olivier’s broad utilities industry experience in all aspects of strategy and operations, including conventional and nuclear generation, renewable energy development (hydro, wind and solar), electric and gas transmission, distribution and development, and Smart Grid strategy and design, and including his extensive experience in senior leadership and management roles, makes him well qualified to serve on the Board of Directors and to assist in guiding strategy at the highest levels. Principal Occupation and Business Experience 2014–2020: Executive Vice President, Enterprise Energy Strategy and Business Development, of Eversource Energy (formerly Northeast Utilities) (public utility holding company engaged in generation, transmission and distribution of electricity and distribution of natural gas to customers in Connecticut, Massachusetts and New Hampshire) 2007–2014: Executive Vice President and Chief Operating Officer of Eversource Energy Other Experience and Education M.B.A. from Northeastern University; served in the U.S. Navy submarine service; former director of Essex Financial Services, Essex, CT |

  18. Leon J. Olivier

    | 9 | Proposal 1 | Notice of 2024 Annual Meeting & Proxy Statement // ESCO Technologies Inc. |

  19. Robert J. Phillippy

    Robert J. Phillippy

  20. Robert J. Phillippy

    | ● Age: 63 ● Director since 2014 ● Term expires 2026 ● Chair of the Board ● Board Committees: Executive, Compensation, Governance | Along with his experience as chief executive officer of a publicly held technology company, Mr. Phillippy brings to the Board of Directors extensive experience in mergers and acquisitions as well as in new product innovation and international business development; and as independent Chair of the Board he provides valuable insights and perspectives regarding all areas of the Company’s business. Principal Occupation and Business Experience 2016–present: Executive consultant to technology companies on a range of strategic, operational and organizational issues 2007–2016: President, Chief Executive Officer and a director of Newport Corporation (developer, manufacturer and supplier of lasers, optics and photonics technologies, products and systems for scientific research, microelectronics, defense and security, life and health sciences and industrial markets worldwide) 2004–2007: President and Chief Operating Officer of Newport Corporation 1996–2004: Held various executive management positions with Newport Corporation 1984–1996: Held various sales and marketing management positions at Square D Company (now Schneider Electric) (electrical equipment manufacturer) Other Public Company Directorships Within Past Five Years 2018–present: Materion Corporation (manufacturer of highly engineered advanced materials, performance alloys and composites, and precision coatings for global markets) 2018–present: Kimball Electronics (manufacturing solutions provider of durable electronics and other products for a variety of industries globally) Other Experience and Education M.B.A. from Northwestern University’s Kellogg School of Management; B.S. in Electrical Engineering from the University of Texas at Austin |

  21. Robert J. Phillippy

    | 10 | Proposal 1 | Notice of 2024 Annual Meeting & Proxy Statement // ESCO Technologies Inc. |

  22. Gloria L. Valdez

    Gloria L. Valdez

  23. Gloria L. Valdez

    | ● Age: 61 ● Director since 2019 ● Term expires 2025 ● Board Committees: Compensation, Governance | Ms. Valdez’s extensive strategic and operational experience in the defense markets as well as her management and financial expertise allow her to provide valuable assistance to the Board in guiding the Company’s strategy at the highest levels. Principal Occupation and Business Experience 2021–Present: Member of the Naval Shipbuilding Expert Advisory Panel providing advice to the Commonwealth of Australia on its National Naval Shipbuilding Enterprise 2015–2018: Deputy Assistant Secretary of the Navy within the Office of the Assistant Secretary of the Navy (ASN) for Research, Development and Acquisition (executive oversight of all naval shipbuilding programs, major ship conversions, and maintenance, modernization and disposal of in-service ships) 1986–2015: Served in a number of other civilian positions within the Navy Department including as Executive Director for the Program Executive Office for submarines (responsible for civilian management, design, acquisition and construction for submarine platform and undersea systems), Director of the Investment and Development division within the Office of the ASN for Financial Management and Comptroller, and Director for Naval and Commercial Construction in the Office of the ASN for Ship Programs; also served as Budget Director for U.S. Immigration and Customs Enforcement within the Department of Homeland Security Other Experience and Education M.S. in management from Florida Institute of Technology; B.S. in Mechanical Engineering from the University of New Mexico; recipient of the Department of the Navy’s Distinguished, Superior and Meritorious Civilian Service Awards; recipient in 2014 of the Pioneer award from Great Minds in STEM; sponsor of the Virginia Class submarine USS Vermont (SSN 792) commissioned in 2020 |

  24. BOARD OF DIRECTORS

    BOARD OF DIRECTORS

  25. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The responsibilities and the substantial time commitment of a director at a public company require that the Company provide reasonable compensation to incentivize the directors’ performance and ensure their willingness to continue to serve. The Company strives to engage and retain well-qualified directors with significant experience at companies of similar size and complexity. To ensure this is achieved, the Company regularly reviews the compensation provided to its directors. The Company’s non-employee directors are compensated pursuant to the Sub-Plan for Compensation of Non-Employee Directors under the 2018 Omnibus Incentive Plan (the Director Compensation Plan) based upon their respective levels of Board participation and responsibilities. The Compensation Committee obtains competitive market and peer data and periodically retains a compensation consultant to evaluate the competitiveness of its director compensation. The Committee approves the directors’ compensation, but any changes are ratified by the full Board. As an employee of the Company, Mr. Sayler does not receive compensation for his service as a director. The compensation for non-employee directors is based on a calendar year and is paid or awarded, as the case may be, on and as of the first NYSE trading day after each Annual Meeting of Shareholders.

  26. DIRECTOR COMPENSATION

    | 17 | Proposal 1 | Notice of 2024 Annual Meeting & Proxy Statement // ESCO Technologies Inc. |

  27. Components of 2023 and 2024 Director Compensation

    Components of 2023 and 2024 Director Compensation

  28. Components of 2023 and 2024 Director Compensation

    | Cash Compensation(1) | 2023 | 2024 | | Annual Retainer (all non-management directors) | $50,000 | $50,000 | | Lead Director (through June 2023) | $25,000(1) | N/A | | Chair of the Board (beginning July 2023) | $85,000(2) | $85,000 | | Committee Chairs: | | | | Audit | $12,500(3) | $12,500 | | Compensation | $10,000 | $10,000 | | Governance | $8,000 | $8,000 |

  29. Components of 2023 and 2024 Director Compensation

    | Equity Compensation | 2023 | 2024 | | Restricted Share Award (all non-management directors)(2) | $180,000 | $180,000 |

  30. Components of 2023 and 2024 Director Compensation

    | 1 | Mr. Stolze received the full Lead Director annual retainer for 2023 in February 2023. |

  31. Components of 2023 and 2024 Director Compensation

    | 2 | Mr. Phillippy received a prorated Board Chair retainer for the last six months of 2023 in the amount of $42,500. |

  32. Components of 2023 and 2024 Director Compensation

    | 3 | Mr. Phillippy received the full Audit Committee Chair annual retainer for 2023 in February 2023; Mr. Dewar received a prorated Audit Committee Chair retainer for the last six months of 2023 in the amount of $6,250. |

  33. Components of 2023 and 2024 Director Compensation

    The annual equity award consists of a number of restricted share units (RSUs) equal to $180,000 divided by the NYSE closing price of the common stock on the award date, rounded to the nearest whole share and vesting one year after the award date. The equity award for calendar 2023 was made on February 6, 2023 and will vest on February 6, 2024. Based on the February 6, 2023 NYSE closing stock price of $99.74 it amounted to 1,805 RSUs per director. During the vesting period, each director’s RSU account accrues an additional number of unvested RSUs equivalent to the quarterly dividends that would have been paid on a like number of shares of common stock, divided by the NYSE closing price on the dividend date; and on the vesting date the accrued RSUs vest and are converted into a whole number of shares of common stock plus cash equal to the value of any fractional shares, based on the NYSE closing price on the vesting date. 2024 Compensation. The Compensation Committee reviewed the non-management directors’ annual compensation program in August 2023, and based on its recommendations the Board determined to make no changes in the program for calendar 2024. Election to Defer Compensation. Directors may elect in advance to defer receipt of all of their cash compensation and/or all of their stock compensation. If deferral is elected, the deferred amounts are credited to the director’s deferred compensation account in common stock equivalents. If cash compensation is deferred, the number of common stock equivalents credited is equal to the amount deferred divided by the NYSE closing price of the common stock as of the date on which the deferral occurs (or if that is not a trading day, then the last preceding trading day). If stock compensation is deferred, the number of common stock equivalents credited is equal to the number of shares whose receipt is deferred. Common stock equivalents in the director’s deferred compensation account have no voting rights, but earn dividend equivalents on each dividend payment date equal to the dividends payable on a like number of shares of common stock; and the dividend equivalents earned are credited to the director’s deferred compensation account as additional common stock equivalents valued at the NYSE closing price on the dividend date. A director’s deferred compensation account becomes distributable when the director leaves the Board, or at such other date as may be specified by the director consistent with the terms of the Director Compensation Plan; distribution will be accelerated in certain circumstances, including a change in control of the Company. The account is distributable at the election of the director either in cash or in shares; however, any stock portion which has been deferred may only be distributed in shares. During fiscal 2023, Mr. Dewar, Ms. Hess and Mr. Olivier deferred receipt of their cash compensation and stock compensation, as described in the footnotes to the Fiscal 2023 Compensation table below. In addition, Mr. Phillippy’s, Mr. Stolze’s and Ms. Valdez’s stock compensation from certain prior years continued to be deferred pursuant to prior deferral elections which they had terminated as to future compensation.

  34. Components of 2023 and 2024 Director Compensation

    | 18 | Proposal 1 | Notice of 2024 Annual Meeting & Proxy Statement // ESCO Technologies Inc. |

  35. Components of 2023 and 2024 Director Compensation

    Director Stock Ownership Guidelines. Directors are subject to stock ownership guidelines. Under these guidelines, within five years after their appointment to the Board each non-management director is expected to acquire and hold shares or common stock equivalents having a total cash value equal to at least five times the annual cash retainer. All directors currently exceed the ownership guidelines. Extended Compensation Plan for Certain Directors. Under the Company’s Directors’ Extended Compensation Plan, a plan for non-management directors who began Board service prior to April 2001, Mr. Stolze is eligible to receive for life an annual benefit of $20,000 beginning after his service as a director ceases. In the event of his subsequent death, 50% of the benefit will be paid to his surviving spouse for life; if Mr. Stolze dies before retirement, 50% of the benefit, determined as if the director had retired on the date of death, will be paid to his surviving spouse in a lump sum. The plan permits Mr. Stolze to elect to receive the actuarial equivalent of the benefit in a single lump sum after retirement; and in compliance with section 409(a) of the Internal Revenue Code, Mr. Stolze has made this election. Fiscal 2023 Compensation. The following table sets forth the compensation of the Company’s non-management directors for fiscal 2023. As executive officers, Mr. Richey and Mr. Sayler did not receive any additional compensation for their services as directors; their compensation is described under Proposal 2: Advisory Vote on Executive Compensation beginning on page 21.

  36. Components of 2023 and 2024 Director Compensation

    | | | | | | Change in | | | | | | | | | Pension | | | | | | | | | Value and | | | | | | | | | Nonqualified | | | | | Fees Earned | | | Non-Equity | Deferred | | | | | or Paid | Stock | Option | Incentive Plan | Compensation | All Other | | | Name | in Cash | Awards(1) | Awards | Compensation | Earnings(2)(3) | Compensation | Total | | Patrick M. Dewar | $56,311(4) | $180,483 | — | — | $5,026 | — | $241,820 | | Janice L. Hess | 50,080(5) | 180,812 | — | — | 427 | — | 231,319 | | Vinod M. Khilnani | 60,061(6) | 180,483 | — | — | 0 | — | 240,544 | | Leon J. Olivier | 58,061(7) | 180,483 | — | — | 10,214 | — | 248,758 | | Robert J. Phillippy | 105,061(8) | 180,483 | — | — | 6,051 | — | 291,595 | | James M. Stolze | 75,061(9) | 180,483 | — | — | 6,094 | — | 261,638 | | Gloria L. Valdez | 50,061(10) | 180,483 | — | — | 2,364 | — | 232,908 |

  37. Components of 2023 and 2024 Director Compensation

    | 1 | Dollar amounts represent (i) the aggregate fair values of the 1,805 RSUs awarded to the respective directors on February 6, 2023, based on the NYSE closing price of the underlying common stock of $99.74 on that date; plus (ii) the values of the dividend equivalents accrued on the respective directors’ unvested RSUs held during 2023 as of the respective dividend dates. See Components of 2023 and 2024 Director Compensation above. |

  38. Components of 2023 and 2024 Director Compensation

    | 2 | Dollar amounts represent the values of the dividend equivalents accrued as of the respective dividend dates during 2023 on the elective deferred stock compensation accounts of Mr. Dewar, Ms. Hess, Mr. Olivier, Mr. Phillippy, Mr. Stolze and Ms. Valdez. See Components of 2023 and 2024 Director Compensation above. |

  39. Components of 2023 and 2024 Director Compensation

    | 3 | Includes, for Mr. Stolze, the changes in actuarial present value of his accumulated benefits under the Directors’ Extended Compensation Plan, described above, during fiscal 2023. See Extended Compensation Plan for Certain Directors above. For fiscal 2023, overall pension values decreased for Mr. Stolze in the amount of ($17,372), partly due to the effect of changes in actuarial assumptions from the preceding year. The change in pension value for Mr. Stolze due to assumption changes was ($9,550). Pursuant to SEC regulations, the amounts in the table do not include these decreases. Because Mr. Stolze has elected to receive his benefit in the form of a lump sum, the present value has been calculated based on the August 2023 417(e) lump sum segment rates and the 2023 417(e) IRS prescribed mortality table. |

  40. Components of 2023 and 2024 Director Compensation

    | 4 | Represents cash retainer of $50,000, prorated Audit Committee Chair fee of $6,250 and $61 in exchange for vested fractional RSUs; however, Mr. Dewar elected to defer receipt of his cash compensation and to receive in lieu of cash a total of approximately 566 RSUs having the same aggregate value on their respective issue dates. |

  41. Components of 2023 and 2024 Director Compensation

    | 19 | Proposal 1 | Notice of 2024 Annual Meeting & Proxy Statement // ESCO Technologies Inc. |

  42. Components of 2023 and 2024 Director Compensation

    | 5 | Represents cash retainer of $50,000 and $80 in exchange for vested fractional RSUs; however, Ms. Hess elected to defer receipt of her cash compensation and to receive in lieu of cash a total of approximately 502 RSUs having the same aggregate value on their respective issue dates. |

  43. Components of 2023 and 2024 Director Compensation

    | 6 | Represents cash retainer of $50,000, committee chair fee of $10,000, and $61 in exchange for vested fractional RSUs. |

  44. Components of 2023 and 2024 Director Compensation

    | 7 | Represents cash retainer of $50,000, committee chair fee of $8,000, and $61 in exchange for vested fractional RSUs; however, Mr. Olivier elected to defer receipt of his cash compensation and to receive in lieu of cash a total of approximately 582 RSUs having the same aggregate value on their respective issue dates. |

  45. Components of 2023 and 2024 Director Compensation

    | 8 | Represents cash retainer of $50,000, committee chair fee of $12,500, prorated Board Chair fee of $42,500 and $61 in exchange for vested fractional RSUs. |

  46. Components of 2023 and 2024 Director Compensation

    | 9 | Represents cash retainer of $50,000, lead director cash retainer of $25,000 and $61 in exchange for vested fractional RSUs. |

  47. Components of 2023 and 2024 Director Compensation

    | 10 | Represents cash retainer of $50,000 and $61 in exchange for vested fractional RSUs. |

  48. Components of 2023 and 2024 Director Compensation

    | 20 | Proposal 1 | Notice of 2024 Annual Meeting & Proxy Statement // ESCO Technologies Inc. |

  49. Executive Compensation Program Highlights

    | Pay for performance philosophy | A significant portion of NEO pay is at-risk in order to align pay with business strategy and shareholder interests | | At-risk annual cash incentive | Based on achievement of specified Company performance metrics | | Long-term equity incentive compensation (LTI) | Incorporates long-term Company performance metrics, and retention factors such as delayed vesting | | Limited perquisites | Perquisites are appropriate to the position and not excessive | | No tax gross-ups | No tax gross-up on any perquisites or severance benefits | | Competitive stock ownership policy | NEO stock ownership requirement is based on a multiple of base salary | | Clawback policy | Cash incentive and equity awards may be reclaimed by the Company in case of malfeasance or accounting restatements due to noncompliance with financial reporting requirements | | No hedging or pledging | NEOs must retain the risks of Company stock ownership | | Double trigger vesting | NEO change in control agreements and stock awards contain double trigger vesting provisions | | Independent compensation consultant | The Compensation Committee retains its own independent compensation consultant | | Strong say-on-pay support | Over 99% of the shares voting at the 2023 Annual Meeting supported the Company’s executive compensation program |

  50. Compensation Consultant and Benchmarking

    Compensation Consultant and Benchmarking The Compensation Committee is authorized by its charter to employ independent compensation and other consultants. The Committee has typically engaged a nationally recognized compensation consulting firm (Compensation Consultant) every other year to assist the Committee in evaluating executive compensation. The Compensation Consultant provides information, research and analysis pertaining to executive compensation as requested by the Committee, including updates on market trends, survey data and analysis for market review. The Committee also from time to time engages our primary outside counsel, Bryan Cave Leighton Paisner LLP (BCLP) to advise it on selected executive compensation issues. The Committee conducts a peer and market review every two years; the most recent review was in 2022, as described below.

  51. 2022 Compensation Report (Fiscal 2023 Compensation Review)

    2022 Compensation Report (Fiscal 2023 Compensation Review) In the summer of 2022, the Committee engaged Pay Governance LLC as the Compensation Consultant to provide a compensation report (the 2022 Compensation Report) for the Committee’s fiscal 2023 compensation review. One of the elements of the 2022 Compensation Report was the 2022 Mercer Benchmark Database/Total Remuneration Survey – Executive (the Mercer Survey), a broad-based survey of management compensation, as the primary source for benchmarking its executive compensation levels. A broad market survey provides decision-quality data that is generally reliable and consistent year-over-year. The Company was a participant in the Mercer Survey. A list of all of the participating companies included in the Mercer Survey is attached as Appendix A to this Proxy Statement. For its 2022 Compensation Report, the Compensation Consultant also provided proxy data from the peer group described below (2022 Peer Group) to be used in conjunction with the Mercer Survey in order to add context to the decision-making process and provide a supplemental perspective on the market. Peer group proxy data provides transparent line-by-line information for each company in the peer group, and provides the ability to review industry trends and compensation design practices as well as pay-for-performance alignment. The 2022 Peer Group was based on the SIC codes assigned to the Company’s subsidiaries and represented companies in the following industries in which the Company participates:

  52. 2022 Compensation Report (Fiscal 2023 Compensation Review)

    Companies in the above industries were then filtered for revenue size in order to determine the 2022 Peer Group. The following is a list of the companies in the 2022 Peer Group, with their ticker symbols:

  53. 2022 Compensation Report (Fiscal 2023 Compensation Review)

    * These companies did not report compensation data for the General Counsel position in their proxy materials. Fiscal 2023 Benchmarking. For its compensation review for fiscal 2023, the Committee reviewed each principal element of compensation (base salary, cash incentive and LTI), as well as total cash compensation (base salary and cash incentive), and total direct compensation (target cash compensation and LTI) for each of the Company’s executive officer positions, and compared them against the benchmark range from the Compensation Report. For all three of the NEOs, the benchmark range for each element of compensation in the Compensation Report is the median plus or minus 15%. For fiscal 2023, the Committee utilized the benchmark ranges from the Compensation Report in determining the competitiveness of the executives’ compensation. The Committee also compared relative Company performance against the performance of the companies in the 2022 Peer Group to test the overall reasonableness of pay for performance. The Committee used the Compensation Report described above as a guideline and frame of reference in determining appropriate compensation levels and incentives for the executive officers; however, the Committee does not make its decisions according to a formula, and the Committee exercises considerable judgment and discretion in making them. The complexity and composition of the Company does not lend itself to comparisons with a readily ascertainable peer group, and while matching by SIC codes can provide some measure of comparability, there are wide variations in the type and complexity of these companies. The Committee therefore considers the benchmark ranges to be only a guide, and makes individual determinations of compensation for each of the executive officers based on numerous factors including the comparative responsibilities of the executive officers and the Committee’s assessments of individual and Company performance. Compensation Consultant Independence. In August 2023, the Committee assessed the independence of Pay Governance and BCLP in line with the SEC’s compensation consultant independence factors, and determined there were no conflicts of interest. The Committee will continue to review their independence status annually and will keep the compliance letters on file.

  54. Principal Elements of Compensation Program

    | Pay Element | Form | 2023 Metrics | Objectives | | Base Salary | Cash | Benchmarked to market median, subject to adjustment for individual factors such as experience and performance | Attract and retain qualified executives | | Annual Incentive Plan (PCP) | Cash | 100% based on financial results: | Drive profitability, growth and progress | | | | ● 70% based on Adjusted EPS | against strategy | | | | ● 30% based on Cash Flow from | | | | | Operating Activities | | | Long-Term Equity Incentive (LTI) | Performance Share Units (PSUs) | Awards vest after 3-year | Align NEOs’ efforts with creation of | | | | performance period | long-term shareholder value | | | | ● 60% based on EBITDA growth | | | | | ● 40% based on Return on | | | | | Invested Capital | | | | | ● Potential for modification based | | | | | on rTSR | | | | Restricted Share Units (RSUs) | 2023 awards vest after 3½ years | Retention, ownership and full alignment with the shareholder experience | | Benefits | Consistent with other similarly situated personnel | | |

  55. Annual Cash Incentive

    Annual Cash Incentive The Committee uses annual performance-based cash incentives to compensate the executive officers. The Committee establishes at-risk performance targets for the executive officers using financial and operational goals linking compensation to overall Company performance. The annual cash incentive targets for fiscal 2023 and fiscal 2022 were as follows:

  56. Target Cash Incentive Compensation(1)

    Target Cash Incentive Compensation(1)

  57. Target Cash Incentive Compensation(1)

    | Officer | FY 2023 Target Cash Incentive | FY 2022 Target Cash Incentive | Percent Increase from FY 2022 | | Bryan H. Sayler | $715,000(2) | $N/A | N/A | | Victor L. Richey | 959,500(3) | $959,500 | 0.0% | | Christopher L. Tucker | 373,000 | 348,000 | 7.2% | | David M. Schatz | 176,000 | 153,000 | 15.0% |

  58. Target Cash Incentive Compensation(1)

    | 1 | Amounts shown are annual targets and are as of the beginning of fiscal 2023; the actual amounts paid are set forth in the Summary Compensation Table. |

  59. Target Cash Incentive Compensation(1)

    | 2 | Scored based on the performance of the Utility Solutions Group for the first quarter of fiscal 2023 and on total company performance for the remaining three quarters of fiscal 2023. |

  60. Target Cash Incentive Compensation(1)

    | 3 | Prorated for the first quarter of fiscal 2023, then reduced to $487,500 prorated from the beginning of the second quarter of fiscal 2023 until his retirement at the end of the third quarter of fiscal 2023. |

  61. Target Cash Incentive Compensation(1)

    The fiscal 2023 cash incentive targets for the executive officers were established pursuant to our Performance Compensation Plan (PCP) authorized under the 2018 Omnibus Incentive Plan. This at risk plan closely links the executive officers’ pay to our financial results and provides compensation variability in the form of reduced payments when performance is below targets and higher compensation when performance exceeds targets. The PCP has a fixed target with a payout range based on performance. The Committee has discretion to either increase or decrease the actual cash incentive payouts. Annual Cash Incentive Changes for Fiscal 2024. For fiscal 2024, the Committee determined that the cash incentive targets will be set as a percent of base salary in line with market practices. The 2024 cash incentive targets for Mr. Sayler, Mr. Tucker and Mr. Schatz are $755,000 (100% of 2024 base salary), $389,000 (65% of 2024 base salary), and $202,900 (50% of 2024 base salary), respectively. The metrics to be used for determining the amounts of the 2024 cash incentive payouts are described under Fiscal 2024 Changes to Cash Incentive Metrics, below.

  62. Target Cash Incentive Compensation(1)

    | 27 | Proposal 2 | Notice of 2024 Annual Meeting & Proxy Statement // ESCO Technologies Inc. |

  63. Target Total Cash Compensation – Fiscal 2023(1)

    | | Base Salary | | Cash Incentive Target (PCP) | | | | | | | | Percent of Target | | | Officer | | Percent of Target Total Cash Compensation | | Total Cash Compensation | Target Total Cash Compensation | | Bryan H. Sayler | $715,000(2) | 50% | $715,000(2) | 50% | $1,430,000(2) | | Victor L. Richey | 898,100(2) | 48% | 959,500(2) | 52% | 1,857,600(2) | | Christopher L. Tucker | 570,000 | 60% | 373,000 | 40% | $943,000 | | David M. Schatz | 394,000 | 69% | 176,000 | 31% | $570,000 |

  64. Target Total Cash Compensation – Fiscal 2023(1)

    The higher at-risk target percentage for the CEO as compared to the other executive officers is based on our at risk philosophy and the greater responsibilities of the CEO. Similarly, the CFO has a higher at-risk percentage as compared to the General Counsel. Near the beginning of each fiscal year, after reviewing our business plans for the fiscal year, the Committee determines the key short-term business metrics on which senior management should focus in order to drive results and approves the cash incentive target for each executive officer. Because of the broad responsibilities of the executive officers, their criteria are tied to Company-wide metrics. The Committee then determines the percentage of the cash incentive target which should be tied to each of the metrics and the performance target for each metric, and approves the threshold and maximum multipliers which will be applied to each of the performance targets to determine the payment under the plan. If performance is below the threshold for a metric, there is no payout for that metric. 2023 Cash Incentive Metrics. During the first quarter of fiscal 2023 the Committee approved two metrics for achievement of the fiscal 2023 PCP incentive targets, based on the annual operating plan reviewed by the Board of Directors. The first metric in 2023 was “Adjusted EPS,” weighted at 70% of the total PCP target opportunity; Adjusted EPS is a non-GAAP financial measure. Fiscal 2023 Adjusted EPS of $3.70 equaled GAAP diluted EPS of $3.58 excluding $0.12 per share of after-tax charges consisting of executive management transition costs, acquisition inventory step-up charges, restructuring charges, and acquisition related costs. The second metric in fiscal 2023 was “Cash Flow from Operating Activities,” weighted at 30% of the total PCP target opportunity; Cash Flow from Operating Activities is a GAAP financial measure. Fiscal 2023 Cash Flow from Operating Activities was $76.9 million. The Committee approved the following targets for the two fiscal 2023 cash incentive metrics. It believes that the selected metrics and the performance benchmarks for each metric, and the threshold and maximum multipliers, provided meaningful incentives for 2023 performance.

  65. 2023 PCP Targets and Results

    | | | 2022 Benchmarks | | | | | | | Weight (% of | | | | Actual Value | Actual % of Payout | | Metric | Target Incentive) | Threshold | Target | Maximum | Achieved | Earned (unweighted) | | Adjusted EPS | 70% | $2.98 | $3.50 | $3.85 | $3.70 | 157.1% | | Cash Flow from Operating Activities (millions) | 30% | $100.6 | $118.3 | $136.0 | $76.9 | 0%(1) | | % of Target Earned | | 30%(1) | 100% | 200% | | | | Weighted % of Total Target Earned | | | | | | 110% |

  66. 2023 PCP Targets and Results

    | 1 | If performance is below the threshold for a metric, there is no payout for that metric. |

  67. 2023 PCP Targets and Results

    As in 2023, the potential cash incentive compensation for fiscal 2024 will range from 0 to 2.0 times the target opportunity for both Adjusted EPS and Cash Flow from Operating Activities, depending on actual 2024 performance. Long-Term Equity Incentive Compensation. The Company’s annual LTI award program consists of a combination of performance-based share unit (PSU) awards (since fiscal 2022) and time-vested restricted share unit (RSU) awards (since fiscal 2021), with each type weighted at 50% of the LTI opportunity. For fiscal 2023, PSU grants were made in the first quarter of the fiscal year to align with the Company’s fiscal year goal-setting process, and RSU grants were made in the third quarter of the fiscal year in line with historic LTI grant timing. We do not coordinate LTI grants with the release of material non-public information. Company-wide equity grants, including equity grants to our executive officers, are made at regular meetings of the Compensation Committee. We also do not grant stock options or other awards which require a payment by the recipient in order to realize the value of the award. Restricted Share Units (RSUs). RSUs are time-vested awards. The terms of the awards are similar to those in recent prior RSU awards, but with the following material changes approved by the Compensation Committee for the 2023 RSU awards:

  68. 2023 PCP Targets and Results

    | ● | On each regular quarterly dividend date occurring from the award date to and including the vesting date, the Company will accrue for the benefit of the recipient an amount equal to the cash dividend which would have been paid on a number of shares of Company common stock equal to the number of unconverted RSUs. The amount accrued with respect to each vested portion of the award will be paid out in cash at the time that portion of the award is distributed; but, if or to the extent the award does not vest or for any reason is not distributed, a like portion of the accrued amount will be canceled and not paid. |

  69. 2023 PCP Targets and Results

    Performance Share Units (PSUs). PSUs awarded in fiscal 2023 will vest after a three-year performance period ending with fiscal 2025. If earned, they will be converted into a number of shares of Company common stock based on achievement of the performance goals. The award distribution in shares may be less than or greater than the number of PSUs awarded depending on the degree to which the Company has achieved specified performance goals. Straight-line interpolation will be used to score between threshold, target and maximum performance levels. For the fiscal 2023 PSU awards, the Committee approved further aligning the performance measures with shareholders, by continuing the use of EBITDA as a performance measure, with a 60% weighting, adding Return on Invested Capital (ROIC) as a performance measure, with a 40% weighting, but also adding relative Total Shareholder Return (rTSR) as a modifier:

  70. EBITDA Performance Goals — 60% of PSU award value

    EBITDA Performance Goals — 60% of PSU award value

  71. EBITDA Performance Goals — 60% of PSU award value

    | | | Below Threshold | Threshold | Target | Maximum | | Cumulative Company EBITDA for the three year performance period(1) | Performance Level (in millions) | <$469.1 | $469.1 | $551.9 | $717.5 | | | Payout(2) | 0% | 50% | 100% | 200% |

  72. ROIC Performance Goals — 40% of PSU award value

    ROIC Performance Goals — 40% of PSU award value

  73. ROIC Performance Goals — 40% of PSU award value

    | | | Below Threshold | Threshold | Target | Maximum | | Company ROIC for 2025(3) | Performance Level (in percentages) | <8.5% | 8.5% | 10.0% | 13.0% | | | Payout(2) | 0% | 50% | 100% | 200% |

  74. ROIC Performance Goals — 40% of PSU award value

    | 1 | The EBITDA target was set by the Committee to represent a challenging performance incentive based on annual percentage increases over actual 2022 EBITDA and is not intended as guidance or a prediction of actual results. |

  75. ROIC Performance Goals — 40% of PSU award value

    | 2 | Subject to adjustment as described below. |

  76. ROIC Performance Goals — 40% of PSU award value

    | 3 | The ROIC target was set by the Committee to represent a challenging performance incentive and is not intended as guidance or a prediction of actual results. |

  77. ROIC Performance Goals — 40% of PSU award value

    After applying the above performance metrics, the resulting number of PSUs may be subject to increase or decrease based on the Company’s Total Shareholder Return (TSR) over the performance period compared to the TSR of the companies in a peer group based on the S&P SmallCap 600 Industrials Index. If the Company’s relative TSR (rTSR) is below the 25th percentile or above the 75th percentile, the resulting number of shares will be decreased by 20% or increased by 20%, respectively; if the Company’s rTSR is from the 25th percentile to the 75th percentile, no adjustment will be made. In no event will the award payout be greater than 200% of the target. For more information about the fiscal 2023 LTI awards, see Grants of Plan-Based Awards on page 36.

  78. LTI Changes for 2024

    LTI Changes for 2024 For the fiscal 2024 LTI awards to Mr. Sayler and the other executive officers, the Committee set the value as a percentage of base salary in line with market practices, resulting in fiscal 2024 target LTI values as of the grant date of $1,510,000 (200% of base salary), $598,500 (100% of base salary) and $304,400 (75% of base salary) for Mr. Sayler, Mr. Tucker and Mr. Schatz, respectively. The Committee determined that the LTI awards for fiscal 2024 would be provided in the same two forms as in fiscal 2023 and that the grant date target value would be divided equally between PSUs and RSUs as they were in fiscal 2023. The fiscal 2024 PSUs were granted in November 2023 and will vest after a three-year performance period beginning with fiscal 2024, at which time they will be converted into a currently undeterminable number of shares of Company common stock, which may be less than or greater than the number of PSUs awarded, within certain specified threshold and maximum limits, depending on the degree to which the Company has achieved one or more specified performance goals. If the performance is less than the threshold goal for a particular performance measure, there will be no payout of that portion of the PSUs dependent on that measure. The fiscal 2024 RSU awards were also granted in November 2023 and will vest in three equal portions approximately 12, 24 and 36 months after the month in which they are granted; for the 2024 awards, vesting will occur on the last trading days in November of 2024, 2025 and 2026.

  79. LTI Changes for 2024

    | 30 | Proposal 2 | Notice of 2024 Annual Meeting & Proxy Statement // ESCO Technologies Inc. |

  80. Other Compensation Elements

    Other Compensation Elements Perquisites. The Company also provides limited perquisites to the executive officers, which have historically included country club membership, an annual physical, financial planning and an auto allowance. The Committee annually reviews the types and value of the perquisites provided to the executive officers as part of its overall review of executive compensation. The Committee determined the perquisites paid in fiscal 2023 to be reasonable. Certain of these perquisites are treated as taxable income. Effective January 1, 2021, we ceased reimbursing our executive officers for the income taxes due on these perquisites (“tax gross-ups”), and effective for fiscal 2023 we ceased providing auto allowances and country club benefits for our executive officers other than country club initiation fee benefits for Mr. Sayler and Mr. Tucker based on their employment terms at hire. Retirement Benefits. Like our other employees, the executive officers are eligible for retirement benefits provided through a matched defined contribution (401(k)) program. Our former defined benefit pension plan was terminated in February 2020, and the executive officers received lump sum distributions in liquidation of their plan accounts. Upon his retirement in 2023, Mr. Richey received a lump-sum benefit under our supplemental executive retirement plan (SERP), the accrual of benefits under which had ended in December 2003. See Pension Benefits, below. Severance Plan. Severance provisions in the event of a change of control benefit a company by allowing executives who are parties to such arrangements to focus on continuing business operations and the success of a potential business combination rather than seeking alternative employment, thereby providing stability to a corporation during a potentially uncertain period. Accordingly, the Company has adopted a Severance Plan, last amended in November 2020, which prescribes the compensation and benefits to be provided in the event of a change of control to certain executives, including the CEO and the other executive officers. Our change of control arrangements were designed to provide executives with severance payments and certain other benefits in the event that their employment is terminated in connection with a change of control transaction. The Severance Plan includes a “double trigger,” which means that it provides severance benefits only if there is both (1) a change of control of the Company, and (2) the Company (or any successor) terminates the employee’s employment without cause within 36 months following a change of control, or the employee terminates his or her employment for good reason within 36 months following a change of control, or the Company terminates the employee’s employment within 90 days before a change of control at the request of a third party who, at such time, had taken steps reasonably calculated to effect the change of control. For purposes of the Severance Plan, “change of control” means any of the following (subject to the specific definitions in the Severance Plan): (i) the acquisition by any person or group of at least 20% of the then-outstanding shares of the Company’s common stock; or (ii) a change in a majority of the members of the Board of Directors that is not approved by the incumbent Board; or (iii) the approval by the shareholders of either a reorganization, merger or consolidation after which the shareholders will not own at least a majority of the Company’s common stock and voting power, or a liquidation or dissolution of the Company, or the sale of all or substantially all of the Company’s assets. If the Severance Plan is triggered, the executive will be entitled to all accrued but unpaid compensation, a pro rata cash bonus for the year of separation and benefits through the date of separation, as well as a lump sum cash payment which is designed to replicate the cash compensation (base salary and cash incentive), plus certain benefits, that the executive would have received had he or she remained employed for two years. These payments and benefits would only be paid as a result of a double-trigger event. The determination of the appropriate level of payments and benefits to be provided in the event of a change of control termination involved consideration of several factors. The two-year multiple was determined based on a survey of the Company’s peers at the time the Severance Plan was adopted by the Company, and is deemed to be reasonable. The Committee considered that a high-level executive, who is more likely to lose his or her job in connection with a change of control than other employees, may require more time than other employees in order to secure an appropriate new position, and, unless that executive was provided with change of control benefits, he or she may be motivated to start a job search early if a change of control is anticipated, to the detriment of the Company. Thus, the existence of the Severance Plan provides an incentive for the executive to remain with the Company until a change of control actually occurs. In addition, payments are not provided under the Severance Plan unless there has been not only a change of control but also a qualifying termination of employment, thus providing an acquirer the opportunity to retain the Company’s management team during or after a transition period.

  81. Other Compensation Elements

    For further information about the Severance Plan, and a sample calculation of the cash compensation and benefits to be provided to our executive officers under the Severance Plan, based on certain stated assumptions, see Potential Payments Upon Termination or Change in Control beginning on page 40. In addition, pursuant to the executive officers’ severance agreements as well as their LTI award agreements, in the event of a change of control, all LTI awards are to be assumed by the acquirer or successor entity and converted to an equivalent agreement. If for any reason the awards will not or cannot be assumed, they will be paid out in cash. Employment Agreements. In 2021, we entered into new employment and compensation agreements with each of our then executive officers, and in December 2022, we entered into a new employment and compensation agreement with Mr. Sayler effective January 1, 2023, consistent with the financial terms of his accepted offer letter and otherwise substantially on the same terms as the current employment agreements with the other executive officers. The agreements provide for payment of an annual base salary, participation in our cash incentive plans, eligibility for participation in our LTI plans and benefit plans and programs applicable to senior executives, and continuance of certain perquisites. For more information about the terms of these agreements, including specifics regarding the cash compensation and benefits provided in the event of a qualifying separation, and for a sample calculation based on certain stated assumptions, see Employment Agreements on page 39, and Potential Payments Upon Termination or Change in Control beginning on page 40. The Compensation Committee periodically assesses the reasonableness of the executive officers’ employment agreements to consider whether any changes are appropriate.

  82. CEO Transition

    (iii) Mr. Richey would continue to participate in the PCP until the end of the transition period, with his 2023 cash incentive target remaining at the 2022 figure of $959,500 prorated for the first quarter of fiscal 2023, and then reduced to $487,500 prorated until the end of the transition period; and (iv) Mr. Richey would also receive a one-time award of 17,241 RSUs on January 3, which vested upon his retirement on June 30, 2023 and was distributed in shares on July 3, 2023, subject to a non-compete covenant ending two years after the distribution date and other conditions, including potential clawbacks, similar to those in the Company’s standard RSU awards. These terms are reflected in the fiscal 2023 compensation tables which follow this section.

  83. 2023 SUMMARY COMPENSATION TABLE

    2023 SUMMARY COMPENSATION TABLE The following table contains compensation information for fiscal 2023 and the preceding two fiscal years for all services rendered in all capacities to the Company and its subsidiaries by the executive officers. Because Mr. Sayler became an executive officer during 2023, under SEC regulations 2023 was the first year for which his compensation was required to be reported.

  84. 2023 SUMMARY COMPENSATION TABLE

    | | | | | | | Change in | | | | | | | | | | Pension | | | | | | | | | | Value & | | | | | | | | | | Nonqualified | | | | Name and | | | | | Non-Equity | Deferred | | | | Principal | Fiscal | | | | Incentive Plan | Compensation | All Other | | | Position | Year | Salary | Bonus | Stock Awards(1) | Compensation(2) | Earnings(3) | Compensation(4) | Total | | Bryan H. | 2023 | $621,125(5) | $0 | $1,492,717(5) | $947,375 | $0 | $586,424 | $3,647,641 | | Sayler | N/A | | | | | | | | | Chief | N/A | | | | | | | | | Executive | | | | | | | | | | Officer and | | | | | | | | | | President | | | | | | | | | | Christopher | 2023 | $570,000 | $0 | $845,059 | $410,300 | $0 | $113,274 | $1,938,633 | | L. Tucker | 2022 | 522,000 | 0 | 730,600 | 549,840 | 0 | 52,103 | 1,854,543 | | Senior Vice | 2021 | 221,154(6) | 1,335,000(6) | 346,493 | 149,500(6) | 0 | 22,187 | 2,074,334 | | President | | | | | | | | | | and Chief | | | | | | | | | | Financial | | | | | | | | | | Officer | | | | | | | | | | David M. | 2023 | $394,000 | $0 | $308,530 | $193,600 | $0 | $33,342 | $929,472 | | Schatz | 2022 | 357,000 | 0 | 356,259 | 241,740 | 0 | 48,210 | 1,003,209 | | Senior Vice | 2021 | 296,780(7) | | 168,047 | 77,342(7) | 0 | 25,412 | 567,581 | | President, | | | | | | | | | | General | | | | | | | | | | Counsel and | | | | | | | | | | Secretary | | | | | | | | | | Victor L. | 2023 | $549,525(8) | $0 | $1,499,967(8) | $534,747(8) | $30,608 | $62,306 | $2,677,153 | | Richey | 2022 | 898,100 | 0 | 2,963,694 | 1,516,010 | 0 | 74,911 | 5,452,716 | | Former | 2021 | 898,100 | 0 | 2,462,845 | 710,030 | 6,405 | 84,362 | 4,161,742 | | Chairman, | | | | | | | | | | Chief | | | | | | | | | | Executive | | | | | | | | | | Officer and | | | | | | | | | | President | | | | | | | | |

  85. 2023 SUMMARY COMPENSATION TABLE

    | 1 | Represents the aggregate grant date fair values of equity-based awards based on the fair market value of the underlying Common Stock on the respective grant dates as calculated in accordance with applicable accounting rules. Such amounts do not represent the actual value that will be realized by the executive officers at the time of distribution. Awards shown are grants of time-vested RSUs and performance-based PSUs to Mr. Sayler, Mr. Tucker and Mr. Schatz, and a PARS award granted to Mr. Richey in 2021. For more information, see Principal Elements of Compensation – Long-Term Equity Incentive Compensation in the Compensation Discussion and Analysis section, and Grants of Plan-Based Awards, below. |

  86. 2023 SUMMARY COMPENSATION TABLE

    | 34 | Proposal 2 | Notice of 2024 Annual Meeting & Proxy Statement // ESCO Technologies Inc. |

  87. 2023 SUMMARY COMPENSATION TABLE

    | 2 | Reflects the performance-based cash awards earned for the fiscal year indicated under the PCP, including cash dividends of $2,759 earned on Mr. Richey’s January 3, 2023 RSU (see Note 8 below). For more information, see Principal Elements of Compensation – Cash Incentive Plans in the Compensation Discussion and Analysis section, and Grants of Plan-Based Awards, below. |

  88. 2023 SUMMARY COMPENSATION TABLE

    | 3 | Amounts represent the changes in actuarial present value of the accumulated pension benefits for Mr. Richey under the Company’s defined benefit pension plan until its termination in 2020 and under the Company’s supplemental executive retirement plan (SERP) for each fiscal year shown. These changes in value include the effects of changes in actuarial assumptions from year to year. For fiscal 2023, Mr. Richey’s SERP value increased, partly due to the effect of changes in actuarial assumptions from the preceding year. The fiscal 2023 change in Mr. Richey’s SERP value due to assumption changes was $15,247. For fiscal 2022, Mr. Richey’s SERP value decreased in the amount of $68,500, due in part to the effect of changes in actuarial assumptions from the preceding year which reduced the value by $93,214. Pursuant to SEC regulations, the amount in the table does not reflect the overall decreases in Mr. Richey’s SERP value. For fiscal 2021, Mr. Richey’s SERP value increased, partly due to the effect of changes in actuarial assumptions from the preceding year. The fiscal 2021 change in Mr. Richey’s SERP value due to assumption changes was $0. For additional information, including the actuarial assumptions used in fiscal 2023 and information about the termination of the Company’s defined benefit pension plan, see Pension Benefits, below. There were no non-qualified deferred compensation earnings. |

  89. 2023 SUMMARY COMPENSATION TABLE

    | 4 | Comprised of the amounts provided in the table below: |

  90. 2023 SUMMARY COMPENSATION TABLE

    | | | Defined | | | | | | | Contribution | Employee | | | | | | Savings Plan | Stock Purchase | | | | | | Company | Plan Company | Perquisites and | | | Name and Principal Position | Fiscal Year | Contributions(a) | Contributions(b) | Other(c) | Total | | Bryan H. Sayler | 2023 | $14,954 | $1,648 | $569,822 | $586,424 | | Chief Executive Officer and | N/A | | | | | | President | N/A | | | | | | Christopher L. Tucker | 2023 | $13,200 | $5,691 | $94,383 | $113,274 | | Senior Vice President and Chief | 2022 | 12,200 | 5,217 | 34,686 | 52,103 | | Financial Officer | 2021 | 6,923 | 1,731 | 13,533 | 22,187 | | David M. Schatz | 2023 | $13,281 | $6,350 | $13,711 | $33,342 | | Senior Vice President, General | 2022 | 12,497 | 3,567 | 32,146 | 48,210 | | Counsel and Secretary | 2021 | 8,961 | 3,501 | 12,950 | 25,412 | | Victor L. Richey | 2023 | $13,000 | $2,267 | $47,039 | $62,306 | | Former Chairman, Chief Executive | 2022 | 12.200 | 3,592 | 59,119 | 74,911 | | Officer and President | 2021 | 11,600 | 3,589 | 69,173 | 84,362 |

  91. 2023 SUMMARY COMPENSATION TABLE

    | a | See Defined Contribution Plan on page 39. |

  92. 2023 SUMMARY COMPENSATION TABLE

    | b | The Company matches 20% of employees’ contributions to its Employee Stock Purchase plan. |

  93. 2023 SUMMARY COMPENSATION TABLE

    | c | Includes car allowance, financial planning, Company cost related to the personal use of clubs, and premiums for group variable universal life (GVUL) insurance which the Company offers to a number of senior managers at ESCO and its participating subsidiaries. Mr. Sayler’s figure for 2023 includes compensation of $538,495 for reimbursement of moving expenses related to his transition to CEO, grossed up for taxes, and a country club initiation fee which the Company had agreed to pay at the time Mr. Sayler commenced his employment. Mr. Tucker’s figure for 2023 includes $88,000 as the personal portion of a country club initiation fee which the Company had agreed to pay at the time Mr. Tucker commenced his employment. Mr. Richey’s figure for 2021 also includes an annual tax gross-up of $16,809 for taxable club fees and financial planning; the Company generally discontinued tax gross-ups after December 2020. For more information, see Other Compensation Elements – Perquisites in the Compensation Discussion and Analysis section |

  94. 2023 SUMMARY COMPENSATION TABLE

    | 5 | Upon becoming an executive officer Mr. Sayler, who was previously a management official of the Company, received an increase in his annualized salary from $339,500 to $715,000, prorated based on his days of service in each position. |

  95. 2023 SUMMARY COMPENSATION TABLE

    | 6 | Mr. Tucker received a salary for 2021 at the annualized rate of $500,000 and a 2021 cash incentive at an annualized target of $325,000, guaranteed at a multiple of at least 1.00x; his actual salary and cash incentive target were prorated based on his period of employment during 2021. At the commencement of his employment he also received a transition bonus of $835,000 plus Company common stock valued at $500,000 on the award date, to partially compensate him for equity opportunities he forfeited upon his departure from his prior employer. |

  96. 2023 SUMMARY COMPENSATION TABLE

    | 7 | Upon becoming an executive officer Mr. Schatz, who was previously a Vice President and IP Counsel of the Company, received an increase in his annualized salary from $270,700 to $335,000 and an increase in his 2021 cash incentive target from $75,200 to $145,000; his actual salary and cash incentive target were prorated based on his days of service in each position. |

  97. 2023 SUMMARY COMPENSATION TABLE

    | 35 | Proposal 2 | Notice of 2024 Annual Meeting & Proxy Statement // ESCO Technologies Inc. |

  98. 2023 SUMMARY COMPENSATION TABLE

    | 8 | As a result of his retirement as an executive officer on December 31, 2022: (i) Mr. Richey’s base salary was reduced from an annual rate of $898,100 to an annual rate of $650,000, prorated over the length of a transition period which ended June 30, 2023; (ii) Mr. Richey continued to participate in the PCP until the end of the transition period, but for the first quarter of fiscal 2023 his 2023 cash incentive target remained at $959,500, prorated for that quarter, and beginning January 1, 2023 his 2023 cash incentive target was reduced to $487,500, prorated from January 1, 2023 until his retirement on June 30, 2023; and (iii) on January 3, 2023, he received a one-time transition RSU award for 17,241 shares, based on a value of $1,500,000 divided by the $87.00 per share NYSE closing price on that date. |

  99. 2023 GRANTS OF PLAN-BASED AWARDS

    2023 GRANTS OF PLAN-BASED AWARDS The following table provides information for fiscal 2023 for the executive officers regarding cash incentive awards under our PCP and awards of RSUs and PSUs under the 2018 Omnibus Incentive Plan. See Principal Elements of Compensation – Cash Incentive Plans and – Long-Term Equity Incentive Compensation in the Compensation Discussion and Analysis section.

  100. 2023 GRANTS OF PLAN-BASED AWARDS

    | | | | | | | | | | All other | | | | | | | | | | | | All other | option | | | | | | Estimated future payouts under | | | Estimated future payouts under | | | stock | awards: | Exercise | Grant date | | | | non-equity incentive plan awards(1) | | | equity incentive plan awards(2) | | | awards: | Number of | or base | fair value | | | | | | | | | | Number | securities | price of | of stock | | | | | | | | | | of shares | underlying | option | and option | | Name | Grant date | Threshold | Target | Maximum | Threshold | Target | Maximum | of stock(3) | options | awards | awards(4) | | Bryan H. | 11/16/2022 | $214,500 | $715,000 | $1,430,000 | — | — | — | — | — | — | — | | Sayler | 11/16/2022 | — | — | — | 4,118 | 8,235 | 16,470 | — | — | — | $779,690 | | | 5/2/2023 | — | — | — | — | — | — | 7,489 | — | — | 713,028 | | Christopher | 11/16/2022 | $111,900 | $373,000 | $746,000 | — | — | — | — | — | — | — | | L. Tucker | 11/16/2022 | — | — | — | 1,642 | 3,283 | 6,566 | — | — | — | $310,834 | | | 2/2/2023 | — | — | — | — | — | — | 2,507 | — | — | 250,023 | | | 5/2/2023 | — | — | — | — | — | — | 2,985 | — | | 284,202 | | David M. | 11/16/2022 | $52,800 | $176,000 | $352,000 | — | — | — | — | — | — | — | | Schatz | 11/16/2022 | — | — | — | 851 | 1,702 | 3,404 | — | — | — | $161,145 | | | 5/2/2023 | — | — | — | — | — | — | 1,548 | — | — | 147,385 | | Victor L. | 11/16/2022(5) | $287,850 | $959,500 | $1,919,000 | — | — | — | — | — | | — | | Richey | 1/3/2023 | — | — | — | — | — | — | 17,241 | — | | $1,499,967 |

  101. 2023 GRANTS OF PLAN-BASED AWARDS

    | 1 | Represent the threshold, target and maximum cash incentive opportunities awarded for fiscal 2023 under the PCP. If performance according to a specific performance measure is less than that necessary to achieve the threshold payout, the payout will be zero for that measure. Actual payouts were made in fiscal 2024 based on fiscal 2023 results and are reported in the column captioned Non Equity Incentive Plan Compensation in the Summary Compensation Table. For more information, see Principal Elements of Compensation – Cash Incentive Plans in the Compensation Discussion and Analysis section. |

  102. 2023 GRANTS OF PLAN-BASED AWARDS

    | 2 | Represent the threshold, target and maximum equity incentive opportunities for the PSUs awarded for fiscal 2023 under the Company’s Long-Term Incentive Compensation program. If performance according to a specific performance measure is less than that necessary to achieve the threshold payout, the payout will be zero for that measure. The actual incentive payout will be in shares of common stock based on Company performance over a three-year performance period and will not be determinable until after the close of the performance period. For more information, see Principal Elements of Compensation – Long-Term Equity Incentive Compensation in the Compensation Discussion and Analysis section. |

  103. 2023 GRANTS OF PLAN-BASED AWARDS

    | 3 | For Mr. Sayler, Mr. Tucker and Mr. Schatz, these consist of time-vested RSUs vesting in three equal portions approximately 18, 30 and 42 months after the month in which they are granted. For Mr. Richey, this consists of a time vested RSU which vested upon his retirement on June 30, 2023. For more information, see Principal Elements of Compensation – Long-Term Equity Incentive Compensation and CEO Transition in the Compensation Discussion and Analysis section. |

  104. 2023 GRANTS OF PLAN-BASED AWARDS

    | 4 | Based on the fair market value on the grant date of a number of shares of common stock equal to the number of RSUs, or in the case of PSUs, the number of shares corresponding to the Target payout, as calculated in accordance with applicable accounting rules. Such amounts do not represent the actual value that will be realized by the executive officers at the time of distribution. |

  105. 2023 GRANTS OF PLAN-BASED AWARDS

    | 36 | Proposal 2 | Notice of 2024 Annual Meeting & Proxy Statement // ESCO Technologies Inc. |

  106. 2023 GRANTS OF PLAN-BASED AWARDS

    | 5 | Figures for Mr. Richey represent the threshold, target and maximum cash incentive opportunities at the time of the initial grant. However, in view of Mr. Richey’s decision to retire as an executive officer, the Company and Mr. Richey agreed that his 2023 cash incentive target would remain at the original 2022 figure of $959,500 prorated for the first quarter of fiscal 2023, and then be reduced to $487,500 prorated until the end of the transition period, which occurred on June 30, 2023. |

  107. OUTSTANDING EQUITY AWARDS AT FISCAL 2023 YEAR-END

    OUTSTANDING EQUITY AWARDS AT FISCAL 2023 YEAR-END The following table provides information as of the end of fiscal 2023 for our executive officers regarding outstanding equity awards, consisting of unvested PARS, unvested RSUs, and unvested PSUs. As of the end of fiscal 2023, no executive officer had any outstanding stock option awards, either exercisable or unexercisable.

  108. OUTSTANDING EQUITY AWARDS AT FISCAL 2023 YEAR-END

    | | | | Stock Awards | | | | | | | | Number | Market value | Number of | Market value | | | | | of shares or | of shares or | unearned | of unearned | | | | | units of stock | units of stock | shares, units or | shares, units or | | | | | that have not | that have not | other rights that | other rights that | | Name | Type of award | Grant date | vested | vested(1) | have not vested | have not vested(1) | | Bryan H. Sayler | PARS | 5/1/2020 | 3,347(2) | $349,561 | | | | | RSU | 4/30/2021 | 1,582(3) | 165,224 | | | | | PSU | 11/17/2021 | | | 1,089(4) | $113,735(4) | | | RSU | 5/5/2022 | 2,805(3) | 292,954 | | | | | PSU | 11/16/2022 | | | 4,118(4) | 430,084(4) | | | RSU | 5/2/2023 | 7,489(3) | 782,151 | | 1,198(5) | | Christopher L. | RSU | 4/30/2021 | 3,132(3) | $327,106 | | | | Tucker | PSU | 11/17/2021 | | | 1,995(4) | $208,358(4) | | | RSU | 5/5/2022 | 4,880(3) | 509,667 | | | | | PSU | 11/16/2022 | | | 1,642(4) | 171,490(4) | | | RSU | 2/3/2023 | 2,507(3) | 261,831 | | 401(5) | | | RSU | 5/2/2023 | 2,985(3) | 311,753 | | 478(5) | | David M. Schatz | PARS | 5/1/2020 | 2,008(2) | $209,716 | | | | | RSU | 4/30/2021 | 1,519(3) | 158,644 | | | | | PSU | 11/17/2021 | | | 972(4) | $101,516(4) | | | RSU | 5/5/2022 | 2,384(3) | 248,985 | | | | | PSU | 11/16/2022 | | | 851(4) | 88,878(4) | | | RSU | 5/2/2023 | 1,548(3) | 161,673 | | 248(5) | | Victor L. Richey | PSU | 11/17/2021 | | | 4,312(4) | $450,345(4) |

  109. OUTSTANDING EQUITY AWARDS AT FISCAL 2023 YEAR-END

    | 1 | Based on the NYSE closing price of the Company’s common stock of $104.44 on September 29, 2023, the last NYSE trading day of the Company’s 2023 fiscal year. |

  110. OUTSTANDING EQUITY AWARDS AT FISCAL 2023 YEAR-END

    | 2 | PARS awards have a term of five years, and the award (net of withholding taxes) is distributable to the recipient in shares of Company common stock at the end of the term. However, if the Company achieves target stock price stated in the notice of award during the third or fourth years of the term (PARS Performance Periods), then part or all of the award is accelerated, and the accelerated portion (net of withholding taxes) is distributed in shares six months after the end of the PARS Performance Period in which the criteria are first met, but not later than the end of the fifth year. Distribution of PARS award shares may not occur earlier than 3½ years after the initial award date even if the performance criteria are met, except in cases of death, disability, retirement or certain other special circumstances. In all events, the award recipient must remain continuously employed by the Company until the underlying shares are distributed (except that the Committee may in its discretion waive this requirement if termination of employment is due to death, disability, retirement or other circumstance the Committee deems appropriate). Until the underlying shares are actually distributed, dividends are not paid or accrued on the PARS. With respect to the PARS awards granted to Mr. Sayler and Mr. Schatz on May 1, 2020, the specified stock price targets of $80.31 and $85.92 were achieved on August 29, 2022 and November 28, 2022, based on the average closing stock prices over the preceding thirty consecutive trading days; accordingly these awards were accelerated and vested on November 1, 2023 (less a number of shares having a value equal to the amount of required tax withholdings). For more information, see Principal Elements of Compensation – Long-Term Equity Incentive Compensation in the Compensation Discussion and Analysis section. |

  111. OUTSTANDING EQUITY AWARDS AT FISCAL 2023 YEAR-END

    | 37 | Proposal 2 | Notice of 2024 Annual Meeting & Proxy Statement // ESCO Technologies Inc. |

  112. OUTSTANDING EQUITY AWARDS AT FISCAL 2023 YEAR-END

    | 3 | Each RSU represents the right to receive one share of Company common stock if the recipient remains continuously employed by the Company until the vesting date. RSUs awarded prior to 2023 will vest approximately 3½ years after the effective award date, except that Mr. Tucker’s February 3, 2023 RSUs will vest November 5, 2025. RSUs awarded in 2023 will vest in thirds approximately 18, 30 and 42 months after the effective award date, on the last trading days in November of 2024, 2025 and 2026. Vested shares will be issued to the participant (less a number of shares having a value equal to the amount of required tax withholdings) on the following business day. |

  113. OUTSTANDING EQUITY AWARDS AT FISCAL 2023 YEAR-END

    | 4 | Represents the number and value of the shares issuable if Company performance over the three-year performance period meets or exceeds the threshold required to earn a minimum non-zero payout for each of two performance components. However, because performance below either threshold will result in a zero payout for that component, the minimum payout is actually zero. The actual payout will not be determinable or estimable until after the close of the performance period. For more information, see Principal Elements of Compensation – Long-Term Equity Incentive Compensation in the Compensation Discussion and Analysis section. However, because Mr. Richey was eligible for retirement under the terms of his award, the target number of PSUs in his award was prorated based on his retirement date compared to the performance period, and the final number of shares issuable on payout will be based on the prorated award’s payout multiplier at the close of the award’s performance period. |

  114. OUTSTANDING EQUITY AWARDS AT FISCAL 2023 YEAR-END

    | 5 | Represents cash dividend equivalents accrued on RSUs awarded beginning in 2023. On each regular quarterly dividend date occurring from the award date to and including the vesting date, the Company accrues for the benefit of the recipient an amount equal to the cash dividend which would have been paid on a number of shares of Company common stock equal to the number of unconverted RSUs. The amount accrued with respect to each vested portion of the award will be paid out in cash at the time that portion of the award is distributed in shares; but, if or to the extent the award does not vest or for any reason is not distributed, a like portion of the accrued amount will be canceled and not paid. |

  115. 2023 OPTION EXERCISES AND STOCK VESTED

    2023 OPTION EXERCISES AND STOCK VESTED The following table sets forth information for our executive officers regarding their stock-based awards which vested during 2023. We have not awarded stock options to our executive officers since 2006, and no stock options were outstanding or were exercised during 2023.

  116. 2023 OPTION EXERCISES AND STOCK VESTED

    | | Stock Awards | | | Executive Officer | Number of Shares Acquired on Vesting(1) | Value Realized on Vesting(3) | | David M. Schatz | 2,000(1) | $174,820 | | Victor L. Richey | 22,422(1) | 1,959,907 | | | 40,513(2) | 4,198,362 |

  117. 2023 OPTION EXERCISES AND STOCK VESTED

    | 1 | Shares of Common Stock underlying PARS awards granted to Mr. Schatz and Mr. Richey on May 1, 2019, which vested on November 1, 2022. A number of these shares were withheld in lieu of cash payment of applicable withholding taxes, and the remaining shares were distributed on November 2, 2022. |

  118. 2023 OPTION EXERCISES AND STOCK VESTED

    | 2 | Shares of Common Stock underlying that portion of PARS and RSU awards granted to Mr. Richey in 2021 and 2022 which vested upon his retirement on June 30, 2023. A number of these shares were withheld in lieu of cash payment of applicable withholding taxes, and the remaining shares were distributed on July 3, 2023. |

  119. 2023 OPTION EXERCISES AND STOCK VESTED

    | 3 | Fair market value of the shares of Common Stock underlying the vested awards, based on the NYSE closing prices of $87.41 and $103.63 on November 1, 2022 and June 30, 2023, respectively, the values used by the Company for tax and accounting purposes. |

  120. PENSION BENEFITS

    PENSION BENEFITS

  121. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

  122. PAY RATIO DISCLOSURE

    PAY RATIO DISCLOSURE

  123. CEO Pay Ratio

    CEO Pay Ratio Pursuant to Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the implementing regulations of the SEC, we are providing the following information about the relationship between the total annual compensation of our CEO, Mr. Sayler, and the median total annual compensation of our employees. As reported in the Summary Compensation Table on page 34, Mr. Sayler’s 2023 total annual compensation was $3,647,641, but because Mr. Sayler was not the CEO for the full fiscal year, we annualized his compensation for purposes of determining the 2023 pay ratio. Mr. Sayler’s annualized compensation was $3,580,641. Mr. Sayler’s annualized compensation as CEO is less than that reported in the Summary Compensation Table because the percentage PCP payout for Corporate was considerably less than for the subsidiary in which Mr. Sayler worked for the first quarter of 2023 and which accounted for 25% of his combined PCP payout. The 2023 median total annual compensation of all of our employees who were employed as of August 1, 2023 (the Determination Date), other than Mr. Sayler, was $70,141, resulting in a pay ratio of 51:1.

  124. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE

  125. Adjustments to Determine Compensation Actually Paid to Current CEO (PEO 1)

    Adjustments to Determine Compensation Actually Paid to Current CEO (PEO 1)

  126. Adjustments to Determine Compensation Actually Paid to Current CEO (PEO 1)

    | Current CEO | 2021 | 2022 | 2023 | | SCT Total Compensation | | | $3,647,641 | | Less Equity Award Values Reported in SCT | | | ($1,492,717) | | Plus Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year | | | $1,700,271 | | Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years | | | $325,125 | | Plus Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | | | $0 | | Plus Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | | | $44,914 | | Less Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | | | $0 | | Plus Dividends or Other Earnings Paid on Stock Awards in the Fiscal Year Prior to the Vesting Date that are not otherwise included in the Total Compensation for the Fiscal Year | | | $0 | | Compensation Actually Paid (CAP) | | | $4,225,234 |

  127. Adjustments to Determine Compensation Actually Paid to Former CEO (PEO 2)

    Adjustments to Determine Compensation Actually Paid to Former CEO (PEO 2)

  128. Adjustments to Determine Compensation Actually Paid to Former CEO (PEO 2)

    | Former CEO | 2021 | 2022 | 2023 | | SCT Total Compensation | $4,161,742 | $5,452,715 | $2,677,153 | | Less Equity Award Values Reported in SCT | ($2,462,845) | ($2,963,694) | ($1,499,967) | | Plus Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year | $1,714,174 | $2,813,301 | $0 | | Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years | ($182,607) | ($159,075) | $338,042 | | Plus Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $0 | $0 | $1,786,685 | | Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $0 | $218,272 | $1,015,817 | | Less Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $0 | $0 | ($2,011,558) | | Plus Dividends or Other Earnings Paid on Stock Awards in the Fiscal Year Prior to the Vesting Date that are not otherwise included in the Total Compensation for the Fiscal Year | $0 | $0 | $0 | | Compensation Actually Paid (CAP) | $3,230,464 | $5,361,519 | $2,306,171 |

  129. Adjustments to Determine Compensation Actually Paid to Former CEO (PEO 2)

    | 46 | Proposal 2 | Notice of 2024 Annual Meeting & Proxy Statement // ESCO Technologies Inc. |

  130. Adjustments to Determine Compensation Actually Paid to Non-PEO NEOs

    Adjustments to Determine Compensation Actually Paid to Non-PEO NEOs

  131. Adjustments to Determine Compensation Actually Paid to Non-PEO NEOs

    | Average Compensation | 2021 | 2022 | 2023 | | SCT Total Compensation | $1,039,962 | $1,428,876 | $1,434,053 | | Less Equity Award Values Reported in SCT | ($257,270) | ($543,430) | ($576,795) | | Plus Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year | $179,064 | $517,034 | $645,518 | | Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years | ($23,168) | ($15,413) | $332,101 | | Plus Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $0 | $0 | $0 | | Plus Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $276,464 | $18,900 | $27,940 | | Less Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $0 | $0 | $0 | | Plus Dividends or Other Earnings Paid on Stock Awards in the Fiscal Year Prior to the Vesting Date that are not otherwise included in the Total Compensation for the Fiscal Year | $0 | $0 | $0 | | Compensation Actually Paid (CAP) | $1,215,051 | $1,405,968 | $1,862,816 |

  132. Adjustments to Determine Compensation Actually Paid to Non-PEO NEOs

    | 5 | The Peer Group TSR set forth in this table utilizes the S&P SmallCap 600 Industrials Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended September 30, 2023. The comparison assumes $100 was invested for the period starting September 30, 2020 through September 30, 2023 in the Company and in the S&P SmallCap 600 Industrials Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. |

  133. Adjustments to Determine Compensation Actually Paid to Non-PEO NEOs

    | 6 | We determined Adjusted EPS to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and the other executive officers in 2023. Fiscal 2023 Adjusted EPS of $3.70 equaled GAAP diluted EPS of $3.58 excluding $0.12 per share of after-tax charges consisting of executive management transition costs, acquisition inventory step-up charges, restructuring charges, and acquisition related costs. See the Compensation Discussion and Analysis section of this Proxy Statement. This performance measure may not have been the most important financial performance measure for fiscal years 2022 and 2021 and we may determine a different financial performance measure to be the most important financial performance measure in future years. |

  134. Adjustments to Determine Compensation Actually Paid to Non-PEO NEOs

    | 47 | Proposal 2 | Notice of 2024 Annual Meeting & Proxy Statement // ESCO Technologies Inc. |

  135. Pay Versus Performance Relationships

    Pay Versus Performance Relationships