DEF 14A of Park Aerospace Corp, Jun 20, 2025

DEF 14A of Park Aerospace Corp

Filed Jun 20, 2025 · FY20250001174947-25-000945

Open on EDGAR

  1. PROPOSAL NO. 1 — ELECTION OF DIRECTORS

    PROPOSAL NO. 1 — ELECTION OF DIRECTORS The Board to be elected at the Meeting consists of six members. Proxies solicited by the Board will be voted in accordance with their terms and, in the absence of contrary instructions, for the election as directors of the nominees whose names appear in the following table. Elected directors will serve for a one-year term and until their successors are duly elected and qualified, or until such director’s earlier resignation, retirement or other termination of service. Each nominee has consented to be named in this Proxy Statement and has agreed to serve as a director if elected by the shareholders. If any of the nominees does not remain a candidate at the time of the Meeting (a situation which is not now anticipated), proxies solicited by the Board will be voted in favor of those nominees who do remain as candidates and may be voted for substituted nominees. Each of the six nominees who receives a majority of the votes cast online at the Meeting or by proxy shall be elected, and abstentions and broker non-votes will have no effect on the outcome of the vote. The Board recommends that shareholders vote “FOR” each of the six nominees as a director of the Company. Each of the nominees is presently a member of the Board.

  2. PROPOSAL NO. 1 — ELECTION OF DIRECTORS

    | Name | Positions with the Company | Age | Director Since | | Emily J. Groehl | Director | 78 | 2010 | | Yvonne Julian | Director | 72 | 2021 | | Brian E. Shore | Director, Chairman of the Board and Chief Executive Officer | 73 | 1983 | | Carl W. Smith | Director | 77 | 2015 | | D. Bradley Thress | Director | 63 | 2021 | | Steven T. Warshaw | Director | 76 | 2004 |

  3. Nominees’ Principal Occupations, Business Experience, Qualifications and Directorships

    Nominees’ Principal Occupations, Business Experience, Qualifications and Directorships Emily J. Groehl has been a director of the Company since May 2010. Ms. Groehl retired as Senior Vice President, Sales and Marketing of the Company in June 2005 after 20 years of service to the Company. Ms. Groehl served as Senior Vice President, Sales and Marketing of the Company from May 1999 until her retirement. From June 1985, when Ms. Groehl joined the Company, until May 1999, she held a number of positions of increasing responsibility within the Company. Prior to joining the Company, Ms. Groehl had been National Sales Manager of Polyclad Laminates, Inc. from 1980 to 1985, after beginning her career in the electronics materials industry in 1969 with Atlantic Laminates, and continuing with Oak Industries, which acquired Atlantic Laminates, until 1980. Ms. Groehl’s background with the Company and extensive experience enable her to provide the Board and the Company with valuable perspectives on the Company’s operations, culture and corporate planning and budgeting and on its marketing and sales efforts and programs. Yvonne Julian has been a director of the Company since May 2021. Ms. Julian enjoyed a 36-year career with The Dow Chemical Company from which she retired in 2015. Yvonne started her career at Dow in 1979 as a Research Assistant working on projects related to preparing Dow to enter the polycarbonate market. She began her Dow sales career as a Trainee and Sales Representative in 1983. Ms. Julian was promoted to Global Account Executive in 1990 and served in positions of increasing responsibility until her retirement. In each of these positions, Ms. Julian was responsible for the Company’s account with Dow, and in such capacity, worked seamlessly with Park on joint strategies, new products and other matters. Prior to joining The Dow Chemical Company, Ms. Julian was a Laboratory Technician with the Institute of Gas Technology, and previously held a similar position with the McCrone Research Institute, both located in the Chicago, Illinois area. Ms. Julian also previously served as Vice President and member of the Executive Leadership Team of the Greenville Center for Creative Arts and as a member of the board of directors of the Hightowers Petroleum Company. Ms. Julian received a Bachelor of Science degree in Chemistry with honors from the Illinois Institute of Technology in Chicago, Illinois, and a Master of Business Administration degree in Operations Management from Golden Gate University in San Francisco, California. Ms. Julian’s decades of experience in the industrial materials and chemicals industries and her experience working with Park as a customer enable her to provide the Board and the Company with important insights into the aerospace composite materials and structures industries. Brian E. Shore has been a director of the Company since 1983, Chief Executive Officer since 1996 and Chairman of the Board since July 2004. He was also President of the Company from 1996 until July 28, 2014. Mr. Shore has been an employee of the Company since 1988. As the Company’s Chief Executive Officer, Mr. Shore brings to the Board significant senior leadership and financial, business and industry experience. As Chief Executive Officer, Mr. Shore has direct responsibility for the Company’s strategy and operations. Mr. Shore has significant executive experience with the strategic, financial, and operational requirements of the Company and extensive and intimate knowledge of the Company and its operations, personnel and financial resources. Mr. Shore brings tremendous knowledge of the Company and the global aerospace industry to the Board. In addition, he brings his broad strategic vision for the Company to the Board. Mr. Shore’s service as the Chairman of the Board and the Chief Executive Officer of the Company creates a critical link between management and the Board, enabling the Board to perform its oversight function with the benefits of management’s perspectives on the Company’s business. In addition, having the Chief Executive Officer, and Mr. Shore in particular, on the Board provides the Company with decisive and effective leadership. Carl W. Smith has been a director of the Company since July 2015. Mr. Smith has many years of manufacturing and management experience in the aerospace composite materials industry. Mr. Smith provided consulting services to the Company from 2009 to 2012, primarily for the Company’s aerospace composite materials, structures and assemblies business in Newton, Kansas. From 2000 to 2007, Mr. Smith was employed by Reinhold Industries, Inc., a manufacturer of structural and other components for the aircraft and aerospace industries, including composite seats, where, from 2004 to 2007, he was Assistant to the Chief Executive Officer, working primarily on aircraft composite seat manufacturing and Federal Aviation Administration certification of laminate manufacturing and testing; and from 2000 to 2004, he was Chief Executive Officer of Samuel Bingham Enterprises, Inc., a subsidiary of Reinhold Industries and a manufacturer of rubber and urethane rolls for the graphic arts and industrial markets. In 2006 and 2007 Mr. Smith served as Vice President of Advanced Composite Operations of the Company. He first joined the Company in April 1998 as Vice President of Operations of the Company and Chief Operating Officer of Nelco International Corporation, a wholly-owned subsidiary of the Company, and was elected Senior Vice President of North American Operations of the Company in May 1999, a position which he held until March 2000. From 1983 to 1998, Mr. Smith held various management and technical positions with Fiberite, Inc., a composite materials company, and its parent company ICI Composites, Inc.. Mr. Smith was President and Chief Operating Officer of Fiberite, Inc. from 1995 to 1997, when the company was purchased by Cytec Industries, Inc., a manufacturer of advanced composite materials for the aerospace, military, commercial and recreational markets now owned by Solvay S.A. Mr. Smith stayed on as Vice President of Operations for the acquired company, renamed Cytec Fiberite, Inc., from 1997 to 1998. From 1976 to 1983, he held various technical positions with Martin Marietta Corporation, General Dynamics Convair and Composite Optics, Inc. Mr. Smith’s twenty years of broad and extensive background and experience in the aerospace advanced composite materials industry, and in the manufacturing operations of aerospace composite materials manufacturers, enable him to provide the Board and the Company with insight into the aerospace advanced composite materials industry.

  4. Nominees’ Principal Occupations, Business Experience, Qualifications and Directorships

    D. Bradley Thress has been a director of the Company since February 2021. Mr. Thress was President and Chief Executive Officer of FlightSafety International,. a Berkshire Hathaway company in Columbus, Ohio, which is the world’s pre-eminent professional pilot training company, from February 2020 until his retirement in October 2024. FlightSafety operates learning centers in 11 countries, employs over 1,800 highly experienced professional instructors and offers more than 4,000 courses for pilots, technicians, flight attendants and dispatchers. From 1992 through February 2020, Mr. Thress worked for Textron Aviation and held a number of key positions at that company, including Senior Vice President of Global Parts, Programs and Flight Operations, Senior Vice President of Engineering, Senior Vice President of Business Jets and Senior Vice President of Customer Service. Mr. Thress started at Textron Aviation as a Demonstration Pilot. Textron Aviation, which is a subsidiary of Textron, Inc., is a world leading manufacturer of business jets, turboprops and other aircraft. From 1984 to 1992, Mr. Thress served in the United States Air Force as a T-38A Instructor Pilot, a KC-135R Aircraft Commander and a T-38A and AT-38B Detachment Commander, among other positions. Mr. Thress received a Bachelor of Engineering Science and Mechanics degree from the University of Tennessee in Knoxville, Tennessee and a Master of Business Administration degree from Baker University in Overland Park, Kansas. Mr. Thress’ broad and extensive background and experience in the aircraft industry will enable him to provide the Board and the Company with important insights into the aerospace industry generally. Steven T. Warshaw has been a director of the Company since 2004. Mr. Warshaw was Chairman of the Board, President and Chief Executive Officer of M Cubed Technologies, Inc., a manufacturer of ceramic materials for semiconductor equipment and armor applications, in Monroe, Connecticut from July 2002 to October 2005 and President, Hexcel Schwebel Division, Hexcel Corporation, a supplier of specialized fabrics for reinforcement of laminates used in printed circuit boards and in commercial aerospace, recreation and other industrial applications, in Anderson, South Carolina, from April 2000 to November 2001. Hexcel Schwebel was and is a supplier of raw materials to the Company. Prior to 2000, Mr. Warshaw was Senior Vice President, World Wide Sales and Marketing, of Photronics, Inc., a manufacturer of photomasks used to transfer circuit patterns onto semi-conductor wafers, in Brookfield, Connecticut, from February 1999 to April 2000 and President, Olin Microelectronic Materials, a supplier of advanced chemicals and related products, in Norwalk, Connecticut, from January 1996 to January 1999. Prior to 1996, Mr. Warshaw worked in numerous financial and management leadership positions with Olin Corporation (including Vice President, Strategic Development and Finance of Olin Chemicals Group, Vice President and General Manager of Olin Performance Urethanes, and President of Olin CIBA-Geigy (OCG) Microelectronic Materials). The Board has determined that Mr. Warshaw is an “audit committee financial expert” as defined in the rules of the Securities and Exchange Commission. Mr. Warshaw was a director of NN, Inc. from 1997 to May 2021, and he was chair of the compensation committee of the board of directors and a member of the audit committee of the board of directors of NN, Inc. Mr. Warshaw has extensive experience with corporate management, financial and accounting matters, evaluating financial results and overseeing the financial reporting process of a publicly owned corporation. In addition, his experience with Hexcel Corporation enables him to provide the Board and the Company with insight into the aerospace industry. There are no family relationships among any of the nominees named above or among any of such nominees and any of the other executive officers of the Company. The Company was not during the 2025 fiscal year, and is not, engaged in any transaction with Emily J. Groehl, Yvonne Julian, Carl W. Smith, D. Bradley Thress or Steven T. Warshaw.

  5. Director Compensation

    Director Compensation Each director who is not an employee of the Company or any of its subsidiaries receives a fee of $28,000 per annum for services as a director; the Lead Independent Director receives an additional fee of $10,000 per annum for services as such director; each member of the Audit Committee, other than the Chairman of the Committee, receives a fee of $2,000 per annum for services as a member of the Committee, and the Chairman of the Audit Committee receives a fee of $7,000 per annum for services as Chairman of the Committee; each member of the Compensation Committee receives a fee of $2,000 per annum for services as a member of such Committee; and each director and each Committee member is reimbursed for travel expenses incurred in attending meetings of the Board and of Committees of the Board. Each director may also receive a stock option grant in the discretion of the Stock Option Committee. The Company does not provide stock awards, non-equity incentive plan compensation or non-qualified deferred compensation earnings. The following table shows all the compensation paid by the Company for the most recent fiscal year, March 4, 2024 to March 2, 2025 for each of the directors of the Company, other than Brian E. Shore. Mr. Shore did not receive any compensation in his capacity as a director. Mr. Shore’s compensation is set forth elsewhere in this Proxy Statement under the caption “Named Executive Officer Compensation — Summary Compensation Table”

  6. Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(a) | Total | | Dale Blanchfield | $39,734 | $11,410 | $51,144 | | Shane Connor | $26,867 | $29,340 | $56,207 | | Emily J. Groehl | $30,867 | $11,410 | $42,277 | | Yvonne Julian | $26,867 | $11,410 | $38,277 | | Carl W. Smith | $34,734 | $11,410 | $46,144 | | D. Bradley Thress | $26,867 | $11,410 | $38,277 | | Steven T. Warshaw | $30,867 | $11,410 | $42,277 |

  7. Director Compensation

    ____________ (a) The amounts in this column are the grant date fair values of stock options granted to each of the named directors during or for the 2025 fiscal year, estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions: a risk-free interest rate of 4.23%, based on U.S. Treasury rates at the date of grant with maturity dates approximately equal to the estimated term of the options at the date of grant; expected volatility of 28.74%, based on historical volatility of the Company’s common stock; expected dividend yield of 3.77%, based on the regular quarterly cash dividend per share most recently declared by the Company; an estimated 8.55 year term of the options, based on evaluations of the historical and expected future employee exercise behavior; and on the exercise price of $13.26 of the option granted. These amounts do not correspond to the actual value that will be realized by the directors if and when they exercise the options. At March 2, 2025, the end of the Company’s last fiscal year, Mr. Blanchfield held outstanding stock options for 26,000 shares of Common Stock, Ms. Groehl held outstanding stock options for 24,000 shares of Common Stock, Ms. Julian held outstanding stock options for 19,500 shares of Common Stock, Mr. Shore held outstanding stock options for 170,000 shares of Common Stock (see the Summary Compensation Table below), Mr. Smith held outstanding stock options for 31,500 shares of Common Stock, Mr. Thress held outstanding stock options for 19,500 shares of Common Stock, Mr. Warshaw held outstanding stock options for 24,000 shares of Common Stock and Mr. Connor held outstanding stock options for 9,000 shares of Common Stock.

  8. Compensation Discussion and Analysis

    As previously reported by the Company, the Chairman of the Board and Chief Executive Officer, Brian E. Shore, voluntarily reduced his annual salary from $250,000 to $220,000 for the 2021 fiscal year, and he has continued this voluntary salary reduction for the 2022 through 2025 fiscal years, after voluntarily reducing his annual salary from $357,760 to $250,000 for the 2019 fiscal year and continuing this voluntary salary reduction for the 2020 fiscal year. Mr. Shore reduced his salary by $10,700 during the 2022 fiscal year fourth quarter to offset the cost of a New Year’s bonus paid to employees of the Company in appreciation of their dedication and commitment to the Company. As stated in the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on March 10, 2020, Mr. Shore’s voluntary $30,000 reduction of his annual salary in the 2021 fiscal year was intended to pay for the portion of the increase, in such fiscal year, to the cost of the Company’s medical insurance plan which otherwise would need to be paid for by the Company’s employees through increases to their weekly medical insurance plan contributions. Mr. Shore did not want the Company’s employees to pay more for their medical insurance coverage. Mr. Shore reduced his salary by $19,500, $11,000 and $5,200 during the 2025, 2024 and 2023 fiscal year fourth quarters, respectively, to offset the costs of Christmas bonuses paid to employees of the Company. Discretionary Annual Bonuses. Decisions as to the award of cash bonuses to executive officers with respect to each fiscal year are made after the close of the fiscal year. The amount awarded to each executive officer is based on the Company’s overall performance, individual performance, base salary level, bonuses paid in prior years and overall equity and fairness, except the Chief Executive Officer, who has declined to accept the Compensation Committee’s offer of a bonus each year since the Company’s 2001 fiscal year, except for bonuses for the 2008 through 2014 fiscal years, which he donated in their entirety to charity. The amounts of bonuses for other named executive officers are based on the Chief Executive Officer’s subjective assessments of the individual’s overall performance and the other factors described elsewhere in this “Compensation Discussion and Analysis” and his recommendations to the Compensation Committee, which the Committee then reviews with the Chief Executive Officer and approves as appropriate. Equity Compensation. The only form of equity compensation that the Company has awarded consists of incentive stock options and non-qualified stock options under the Company’s stock option plans. The Stock Option Committee determines the timing of the grant of options and the number of options that it considers appropriate for each executive officer and other key employees of the Company. With the exception of significant promotions and significant new hires, the Stock Option Committee generally grants stock options under the Company’s plan once each year following the availability to the Stock Option Committee of the financial results of operations of the Company for the prior fiscal year, the business plans of the Company for the current fiscal year and the recommendations of the Chief Executive Officer of the Company. The Stock Option Committee provides annual stock option grants based generally on the individual’s position in the Company, the individual’s salary level, the amounts of grants in the past and the total amount expected to be expensed by the Company in the fiscal year for stock option grants and, for named executive officers other than the Chief Executive Officer, the Chief Executive Officer’s subjective view of the individual’s overall performance, the other factors described elsewhere in this “Compensation Discussion and Analysis” and his recommendations to the Committee, which the Committee then reviews with the Chief Executive Officer. In granting stock options, the Stock Option Committee generally does not consider the equity ownership levels of the recipients. The Stock Option Committee has the sole authority to grant stock options and has not delegated any authority to grant stock options. The Company has not had, and does not have, a program, plan or practice to select the dates of grants of stock options to executive officers or to any employee or director of the Company in coordination with the release of material non-public information. The Company does not plan to time, and it has not previously timed, its release of material non-public information for the purpose of affecting the value of executive compensation. In addition, the Company does not have a program, plan or practice of granting stock options and setting the exercise price or prices of such options based on the fair market value of the Company’s Common Stock on a date other than the grant date. Pursuant to the terms of the Company’s 2002 Stock Option Plan, which was approved by the shareholders of the Company at the Annual Meeting of Shareholders held on July 17, 2002 and which terminated as to the granting of new awards on May 21, 2018, and the 2018 Stock Option Plan, which was approved by the shareholders of the Company at the Annual Meeting of Shareholders held on July 24, 2018 and amended by the shareholders of the Company at the Annual Meeting of Shareholders held on July 18, 2024, the purchase price of the Common Stock under each stock option granted by the Company is no less than the fair market value of the Common Stock at the time of grant, which, pursuant to the terms of such Plans, is the reported closing price of the Common Stock on the New York Stock Exchange on the date preceding the date the option is granted. Severance Benefits. The Company does not have a policy to provide specified severance benefits to employees whose employment is terminated by the Company and does not have employment, termination or severance agreements or change-in-control agreements in place with any of its named executive officers, except for (i) a provision in the Company’s 2002 Stock Option Plan that in the event of a “Change in Control”, as defined in such Plan, any outstanding options will become fully exercisable and (ii) a provision in the Company’s 2018 Stock Option Plan that in the event of “Change of Control”, as defined in such Plan, the Stock Option Committee may take such actions as it deems appropriate to provide for accelerated vesting of outstanding unvested options unless the successor or acquirer company assumes or substitutes the options outstanding under the Plan with successor or acquirer options equal in value to options outstanding at the time of the “Change of Control” in which case accelerated vesting will occur only upon involuntary termination of employment without “Cause”, as defined in such Plan, or voluntary termination of employment for “Good Reason”, as defined in such Plan, within one year after the “Change of Control”, all as described under “Employment, Severance and Change-in-Control Agreements” elsewhere in this Proxy Statement.

  9. Compensation Discussion and Analysis

    Retirement Benefits. The Board decides annually the amount of the Company’s contribution to the Profit Sharing Plan, which is described elsewhere in this Proxy Statement under the caption “Summary Compensation Table”. The amount of such contribution is discretionary, but may not exceed 25% of the total remuneration paid to eligible employees or such other amount as is allowed under the Internal Revenue Code of 1986, as amended (the “Code”). Subject to this limit, the Board determines the amount to be contributed for each year based on the Company’s overall performance, the amounts contributed in prior years, the amounts of prior contributions recently forfeited by eligible employees due to termination of employment prior to vesting and recommendations from the Company’s Chief Executive Officer. The Summary Compensation Table sets forth the profit sharing contributions made for the benefit of the named executive officers for the 2025, 2024, and 2023 fiscal years. When the Company calculates overall compensation for its senior management, it considers the benefits expected to be received under the Profit Sharing Plan. Perquisites and Other Benefits. The only perquisites for senior managers are the provision of automobiles leased or owned by the Company to certain executive officers and other members of management. Senior management also participates in the Company’s other employee benefit plans on the same terms as other employees. These plans include medical, dental and life insurance. Board Process. The Compensation Committee of the Board approves all salary and bonus compensation and the Stock Option Committee of the Board approves all grants of stock options for executive officers. Executive officers include the Chief Executive Officer, the principal financial officer and the other executive officers named in the “Summary Compensation Table” elsewhere in this Proxy Statement. The Compensation Committee and the Stock Option Committee review the performance and compensation of the Chief Executive Officer and, following discussions with him, establish his compensation level. As he has in the past since the Company’s 2001 fiscal year, the Chief Executive Officer declined to accept the Compensation Committee’s offer of a salary increase and, as disclosed elsewhere in this Proxy Statement and as previously reported by the Company, the Chief Executive Officer voluntarily reduced his annual salary from $250,000 to $220,000 for the 2021 fiscal year, and he has continued this voluntary salary reduction for the 2022 through 2024 fiscal years, after voluntarily reducing his annual salary from $357,760 to $250,000 for the 2019 fiscal year and continuing this voluntary salary reduction for the 2020 fiscal year. The Chief Executive Officer reduced his salary by $10,700 during the 2022 fiscal year fourth quarter to offset the cost of a New Year’s bonus paid to employees of the Company in appreciation of their dedication and commitment to the Company. Mr. Shore reduced his salary by $19,500, $11,000 and $5,200 during the 2025, 2024 and 2023 fiscal year fourth quarters, respectively, to offset the costs of Christmas bonuses paid to employees of the Company. For the other executive officers, the Chief Executive Officer makes recommendations to the Compensation Committee and to the Stock Option Committee. The amount of discretionary contributions to the Profit Sharing Plan for each fiscal year is determined by the Board taking into account the recommendations of the Chief Executive Officer. The Board, the Compensation Committee and the Stock Option Committee, as the case may be, use no set formulas in making their determinations and may ascribe different weight to different factors for each executive officer. The weight ascribed to each factor may vary from year to year. Deductibility of Executive Compensation. Section 162(m) of the Internal Revenue Code prohibits the deduction of otherwise deductible compensation in excess of $1 million per year paid to the Chief Executive Officer, the principal financial officer and the other executive officers named in the “Summary Compensation Table for 2025, 2024, and 2023 Fiscal Years” elsewhere in this Proxy Statement. Shareholder Vote on Executive Compensation. The Company has considered the results of the most recent shareholder advisory vote on executive compensation required by the Securities and Exchange Commission’s proxy rules in determining its compensation policies and decisions. In light of the high level of support the proposal to approve the compensation of the named executive officers received at the July 18, 2024 Annual Meeting and at prior Annual Meetings, the Company’s compensation policies and decisions, explained in detail in this “Compensation Discussion and Analysis”, continue to be designed to focus on pay for performance and to align the long-term interests of the Company’s executive officers with the long-term interests of the Company’s shareholders. The Company will include a shareholder vote on executive compensation in its proxy materials each year until the next required vote on the frequency of shareholder votes on executive compensation or until the Company’s Board of Directors otherwise determines that a different frequency is in the best interests of the Company and its shareholders.

  10. Summary Compensation Table for 2025, 2024 and 2023 Fiscal Years

    Summary Compensation Table for 2025, 2024 and 2023 Fiscal Years The following table shows all the compensation paid by the Company for the last three completed fiscal years for the Company’s Chief Executive Officer, the Company’s principal financial officer, and the Company’s two next most highly compensated executive officers serving in such capacity as of the last day of the Company’s most recently completed fiscal year, which was March 2, 2025.

  11. Summary Compensation Table for 2025, 2024 and 2023 Fiscal Years

    | Name and Principal Position | Year(a) | Salary | Bonus(b) | Option Awards(c) | All Other Compensation(d), (e) | Total | | Brian E. Shore | 2025 | $200,650 | $— | $97,800 | $4,805 | $303,255 | | Chairman of the Board and | 2024 | 213,556 | — | 76,250 | 5,917 | 295,723 | | Chief Executive Officer | 2023 | 214,800 | — | 81,495 | 5,907 | 302,202 | | P. Matthew Farabaugh(f) | 2025 | 185,111 | 30,000 | — | 26,318 | 241,429 | | Senior Vice President and | 2024 | 229,569 | 50,000 | 45,750 | 6,581 | 331,900 | | Chief Financial Officer | 2023 | 211,000 | 20,000 | 24,000 | 6,399 | 261,399 | | Mark Esquivel | 2025 | 250,150 | 35,000 | 81,500 | 6,213 | 372,863 | | President and | 2024 | 244,756 | 30,000 | 61,000 | 7,266 | 343,022 | | Chief Operating Officer | 2023 | 234,500 | 27,500 | 54,330 | 7,205 | 323,535 | | Cory Nickel | 2025 | 178,650 | 22,500 | 48,900 | 4,248 | 254,298 | | Senior Vice President and | 2024 | 168,702 | 20,000 | 53,375 | 4,547 | 246,624 | | General Manager | 2023 | 131,295 | 25,000 | 35,314 | 4,298 | 195,907 | | Christopher Goldner(g) | 2025 | 210,300 | 25,000 | 13,040 | — | 248,340 | | Vice President – Finance | | | | | | | | John Jamieson(h) | 2025 | 110,363 | 10,000 | — | — | 120,363 | | Senior Vice President of | | | | | | | | Project Management | | | | | | |

  12. Summary Compensation Table for 2025, 2024 and 2023 Fiscal Years

    ____________ The salary amounts for the 2024 fiscal year consisted of 53 weeks. Mr. Shore has declined to accept the Compensation Committee’s offer of a salary increase and a bonus each year since the Company’s 2001 fiscal year, except for the bonuses for the 2008 through 2014 fiscal years, which he donated in their entirety to charity. As disclosed elsewhere in this Proxy Statement and as previously reported by the Company, the Chief Executive Officer voluntarily reduced his annual salary from $250,000 to $220,000 for the 2021 fiscal year, and he has continued this voluntary salary reduction for the 2022 through 2025 fiscal years, after voluntarily reducing his annual salary from $357,760 to $250,000 for the 2019 fiscal year and continuing this voluntary salary reduction for the 2020 fiscal year. He volunteered such reduction without any consideration of the Chief Executive Officer pay ratio disclosed elsewhere in this Proxy Statement and, therefore, with no intention to affect such ratio. Mr. Shore reduced his salary by $10,700 during the 2022 fiscal year fourth quarter to offset the cost of a New Year’s bonus paid to employees of the Company in appreciation of their dedication and commitment to the Company. Mr. Shore’s voluntary $30,000 reduction of his annual salary in the 2021 fiscal year was intended to pay for the portion of the increase, in such fiscal year, to the cost of the Company’s medical insurance plan which otherwise would need to be paid for by the Company’s employees through increases to their weekly medical insurance plan contributions. Mr. Shore did not want the Company’s employees to pay more for their medical insurance coverage. Mr. Shore reduced his salary by $10,700 during the 2022 fiscal year fourth quarter and $19,500, $11,000 and $5,200 during the 2025, 2024 and 2023 fiscal year fourth quarters, respectively, to offset the costs of bonuses paid to employees of the Company. (a) Information is provided for the Company’s fiscal years ended March 2, 2025, March 3, 2024 and February 26, 2023. (b) The amounts of bonuses for the 2025, 2024, and 2023 fiscal years consist of discretionary annual bonuses. (c) The amounts in this column are the grant date fair values of stock options granted to each of the named executive officers for or during such fiscal years, estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions for the fiscal year 2025 grant: a risk-free interest rate of 4.23%, based on U.S. Treasury rates at the date of grant with maturity dates approximately equal to the estimated term of the options at the date of grant; expected volatility of 28.74%, based on historical volatility of the Company’s common stock; expected dividend yield of 3.77%, based on the regular quarterly cash dividend per share most recently declared by the Company; an estimated 8.55 year term of the options, based on evaluations of the historical and expected future employee exercise behavior; and on the exercise price of $13.26 of the option granted. These amounts do not correspond to the actual value that will be realized by the named officers if and when they exercise the options. (d) The Company may make contributions to the Company’s Profit Sharing Plan, which vest in accordance with a graduated scale based on years of service of the employee with the Company. Substantially all full-time employees of the Company and its subsidiaries in the United States, including the Company’s executive officers, participate in the profit sharing portion of the Profit Sharing Plan, which is intended to provide retirement benefits to such employees and which is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended. The amounts of profit sharing contributions, if any, by the Company and its subsidiaries to the accounts of participating employees are percentages of the eligible compensation of the participating employees up to a maximum amount of compensation for each employee established under the Code, which was $345,000 for the Company’s most recent fiscal year. The Board decides annually the amount of the Company’s profit sharing contribution, which is discretionary, but may not exceed 25% of the total remuneration paid to eligible employees or such other amount as is allowed under the Code. Subject to this limit, the Board determines the amount to be contributed for each year based on the Company’s overall performance, the amounts contributed in prior years, the amounts of prior contributions recently forfeited by eligible employees due to termination of employment prior to vesting and recommendations from the Company’s Chief Executive Officer. The percentages of compensation contributed to the Plan may vary between the Company and each subsidiary, but the percentage must be the same for each participating employee of the Company or the subsidiary, as the case may be. The amounts in this column are the contributions made for the benefit of the named executive officers for the 2025, 2024 and 2023 fiscal years. (e) The Company provides no personal benefits to its executive officers other than automobiles for certain officers, the incremental cost to the Company of which is less than $10,000 per year and is not included in the Summary Compensation Table. (f) Mr. Farabaugh was employed by the Company through October 31, 2024 at which date he retired as an employee. Mr. Farabaugh continues to serve as a consultant and was paid $20,000 of consultancy fees in the 2025 fiscal year which is included in All Other Compensation. (g) Mr. Goldner joined the Company on March 4, 2024 and was elected Vice President — Finance of the Company on April 25, 2024. (h) Mr. Jamieson rejoined the Company on July 30, 2024.

  13. Grants of Plan-Based Awards for 2025 fiscal Year

    Grants of Plan-Based Awards for 2025 fiscal Year The only plans pursuant to which the Company has granted equity awards to its executive officers or other employees were the 2002 Stock Option Plan, which terminated on May 21, 2018, and its 2018 Stock Option Plan, which was approved by the shareholders of the Company at the Annual Meeting of Shareholders on July 24, 2018 and amended by the shareholders of the Company at the Annual Meeting of Shareholders on July 22, 2024. Both the 2002 Stock Option Plan and the 2018 Stock Option Plan were approved by the Company’s shareholders and provide for the grant of stock options to directors, key employees of the Company and consultants to the Company. Both the 2002 Stock Option Plan and the 2018 Stock Option Plan provide for the grant of both options which qualify as incentive stock options under the Code and non-qualified stock options. All options granted under both the 2002 Stock Option Plan and the 2018 Stock Option Plan have exercise prices equal to the fair market value of the underlying Common Stock of the Company on the dates of grant, which, in accordance with the terms of the Plans, is the reported closing price of the Common Stock on the New York Stock Exchange on the date preceding the date the option was granted. Options granted under the Plans become exercisable 25% one year from the date of grant, with an additional 25% exercisable each succeeding anniversary of the date of grant, and expire 10 years from the date of grant. The 2002 Stock Option Plan and the 2018 Stock Option Plan are each administered by the Stock Option Committee. The following table provides information with respect to options to purchase shares of Common Stock granted to the named executive officers in the Company’s last fiscal year; all of which were granted pursuant to the 2018 Stock Option Plan. The table provides no information regarding non-equity incentive plan awards or stock awards because the Company does not have any non-equity incentive plan and does not award stock to any of its executive officers or to any of its other employees.

  14. Grants of Plan-Based Awards for 2025 fiscal Year

    | Name | Grant Date(a) | All Option Awards: Number of Securities Underlying Options | Exercise or Base Price of Option Awards $(/Sh)(b) | Grant Date Closing Price(b) | Grant Date Fair Value of Option Awards(c) | | Brian E. Shore | 06/18/24 | 30,000 | $13.26 | $13.27 | $97,800 | | Mark A. Esquivel | 06/18/24 | 25,000 | 13.26 | 13.27 | 81,500 | | Cory Nickel | 06/18/24 | 15,000 | 13.26 | 13.27 | 48,900 | | Christopher Goldner | 06/18/24 | 4,000 | 13.26 | 13.27 | 13,040 |

  15. Grants of Plan-Based Awards for 2025 fiscal Year

    (a) Grant date is the date on which stock options were granted to the named executive officers under the Company’s 2018 Stock Option Plan. (b) All options granted under the 2018 Stock Option Plan have exercise prices equal to the fair market value of the underlying Common Stock of the Company on the dates of grant, which, in accordance with the terms of such Plan, is the reported closing price of the Common Stock on the New York Stock Exchange on the date preceding the date the option was granted. The reported closing price of the Common Stock on the New York Stock Exchange on June 18, 2024, the date of grant, was $13.27. (c) The value for options was estimated at the dates of grant using the Black-Scholes option-pricing model with the following assumptions: a risk-free interest rate of 4.23%, based on U.S. Treasury rates at the date of grant with maturity dates approximately equal to the estimated term of the options at the date of the grant; expected volatility of 28.74%, based on historical volatility of the Company’s Common Stock; expected dividend yield of 3.77%, based on the regular quarterly cash dividend per share most recently declared by the Company; an estimated 8.55 year term of the options, based on evaluations of the historical and expected future employee exercise behavior; and on the exercise price of $13.26 of the option granted. These amounts do not correspond to the actual value that will be realized by the named executive officers if and when they exercise the options.

  16. Outstanding Equity Awards at 2025 fiscal Year-End

    Outstanding Equity Awards at 2025 fiscal Year-End The following table provides information regarding unexercised stock options held by the named executive officers as of the end of the Company’s last fiscal year. The table provides no information regarding stock awards because the Company does not award stock to any of its executive officers or to any of its other employees. All stock options held by the named executive officers and by all other employees of the Company as of March 3, 2024 were granted under the Company’s 2002 Stock Option Plan, which terminated with respect to granting new awards on May 21, 2018, and the 2018 Stock Option Plan. The Board adopted the 2018 Stock Option Plan, and the shareholders of the Company approved the 2018 Stock Option Plan at the Annual Meeting of Shareholders on July 24, 2018. The shareholders of the Company approved an amendment to the 2018 Stock Option Plan at the Annual Meeting of Shareholders on July 24, 2024. The Plans provide for the grant of stock options to directors and key employees of the Company and consultants to the Company. All options granted under such Plans have exercise prices equal to the market value of the underlying Common Stock of the Company on the dates of grant which, in accordance with such Plans, is the reported closing price of the Common Stock on the New York Stock Exchange on the date preceding the date the option was granted. Options granted under the Plans become exercisable 25% one year after the date of grant, with an additional 25% becoming exercisable each succeeding anniversary of the date of grant, and expire ten years after the date of grant.

  17. Outstanding Equity Awards at 2025 fiscal Year-End

    | Name | Option Awards | | | | | | | Option Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable(a) | Number of Securities Underlying Unexercised Options (#) Unexercisable(a) | Option Exercise Price ($)(b) | Option Expiration Date(c) | | Brian E. Shore | 5/7/2019 | 25,000 | — | $14.44 | 5/7/2029 | | | 4/9/2020 | 30,000 | — | $11.58 | 4/9/2030 | | | 4/2/2021 | 22,500 | 7,500 | $12.80 | 4/2/2031 | | | 4/12/2022 | 15,000 | 15,000 | $11.06 | 4/12/2032 | | | 5/1/2023 | 6,250 | 18,750 | $13.08 | 5/1/2033 | | | 6/18/2024 | — | 30,000 | $13.26 | 6/18/2034 | | P. Matthew Farabaugh(d) | 5/7/2019 | 8,000 | — | $14.44 | 5/7/2029 | | | 4/9/2020 | 8,000 | — | $11.58 | 4/9/2030 | | | 4/2/2021 | 6,000 | 2,000 | $12.80 | 4/2/2031 | | | 4/12/2022 | 6,500 | 6,500 | $11.06 | 4/12/2032 | | | 5/1/2023 | 3,750 | 11,250 | $13.08 | 5/1/2033 |

  18. Outstanding Equity Awards at 2025 fiscal Year-End

    | Name | Option Awards | | | | | | | Option Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable(a) | Number of Securities Underlying Unexercised Options (#) Unexercisable(a) | Option Exercise Price ($)(b) | Option Expiration Date(c) | | Mark A. Esquivel | 1/12/2016 | 15,000 | — | $5.23 | 1/12/2016 | | | 5/7/2019 | 15,000 | — | $14.44 | 5/7/2029 | | | 4/9/2020 | 25,000 | — | $11.58 | 4/9/2030 | | | 4/2/2021 | 18,750 | 6,250 | $12.80 | 4/2/2031 | | | 4/12/2022 | 10,000 | 10,000 | $11.06 | 4/12/2032 | | | 5/1/2023 | 5,000 | 15,000 | $13.08 | 5/1/2033 | | | 6/18/2024 | — | 25,000 | $13.26 | 6/18/2034 | | Cory Nickel | 1/12/2016 | 250 | — | $5.23 | 1/12/2016 | | | 5/7/2019 | 750 | — | $14.44 | 5/7/2029 | | | 4/9/2020 | 3,000 | — | $11.58 | 4/9/2030 | | | 4/2/2021 | 6,000 | 2,000 | $12.80 | 4/2/2031 | | | 4/12/2022 | 6,500 | 6,500 | $11.06 | 4/12/2032 | | | 5/1/2023 | 4,375 | 13,125 | $13.08 | 5/1/2033 | | | 6/18/2024 | — | 15,000 | $13.26 | 6/18/2034 | | Christopher Goldner | 6/18/2024 | — | 4,000 | $13.26 | 6/18/2034 |

  19. Outstanding Equity Awards at 2025 fiscal Year-End

    (a) All options become exercisable 25% one year after the date of grant, with an additional 25% exercisable each succeeding anniversary of the date of grant. (b) Option exercise prices have been adjusted for the special cash dividends of $2.50 per share paid on February 25, 2014, $1.50 per share paid on February 24, 2015, $3.00 per share paid on February 13, 2018, $4.25 per share paid on February 5, 2019, $1.00 per share paid on February 20, 2020 and $1.00 per share paid on April 6, 2023. (c) All options expire ten years after the date of grant. (d) Mr. Farabaugh retired as of October 31, 2024 but has been retained as a consultant.

  20. Option Exercises in 2025 fiscal Year

    Option Exercises in 2025 fiscal Year The following table provides information regarding the pre-tax value realized from the exercise of stock options by the named executive officers during the Company’s last completed fiscal year. The table provides no information regarding stock awards because the Company does not award stock to any of its executive officers or to any of its other employees, and the Company has not granted any stock appreciation rights.

  21. Option Exercises in 2025 fiscal Year

    | Name | Option Awards | | | | Number of Shares Acquired On Exercise (#) | Value Realized On Exercise ($)(a) | | Brian E. Shore | 35,000 | $326,550 | | Mark Esquivel | 4,500 | $11,430 | | P. Matthew Farabaugh | 19,000 | $108,083 | | Cory Nickel | — | — | | Christopher Goldner | — | — |

  22. Option Exercises in 2025 fiscal Year

    ____________ (a) Value realized equals market value of the underlying shares of Common Stock on the date of exercise, which is the reported closing price of the Common Stock on the New York Stock Exchange on such date, less the exercise price, times the number of shares acquired, without deducting any taxes paid by the employee.

  23. Pension Benefits and Non-Qualified Defined Contribution and Other Non-Qualified Deferred Compensation Plans

    Pension Benefits and Non-Qualified Defined Contribution and Other Non-Qualified Deferred Compensation Plans The Company does not have a defined benefit pension plan and does not provide pension benefits for its executive officers or for any of its other employees, and the Company does not have any non-qualified supplemental pension, defined contribution or other deferred compensation plan for its executive officers or for any of its other employees.

  24. Chief Executive Officer Pay Ratio

    Chief Executive Officer Pay Ratio Pursuant to a mandate of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), the Securities and Exchange Commission (the “SEC”) adopted a rule in August 2015 requiring annual disclosure of the ratio of the annual total compensation of a company’s median employee to the annual total compensation of a company’s principal executive officer. The Company is providing the following information in accordance with this requirement. In the 2025 fiscal year, the annual total compensation of Brian E. Shore, the Company’s Chief Executive Officer, was $303,255, and the annual total compensation of the Company’s median employee was $54,561. Consequently, the ratio of the annual total compensation of the Company’s Chief Executive Officer to the annual total compensation of the Company’s median employee was 5.6 to 1. The employee population used to identify the Company’s median employee for the 2025 fiscal year included all employees of the Company, not including Mr. Shore, whether employed on a full-time, part-time, seasonal or temporary basis, as of March 2, 2025, the last day of the Company’s 2025 fiscal year. As of such date, the Company had 132 total employees, all of whom were in the U.S. The Company used total cash compensation, including base salary or wages plus overtime pay for the 2025 fiscal year and annual wage supplements and bonuses paid and accrued for the 2025 fiscal year, as the consistently-applied compensation measure to identify the Company’s median employee. The Company annualized the total cash compensation for permanent employees who commenced work or were on leave during the 2025 fiscal year. No cost-of-living adjustments were made when identifying the median employee. The Company otherwise did not make any assumptions, adjustments, or estimates with respect to the employee population or the compensation measure. After identifying the median employee, the Company calculated the annual total compensation for the median employee using the same methodology used for the named executive officers as set forth in the “Summary Compensation Table” in this Proxy Statement. SEC rules provide flexibility in the method of determining the median employee and calculating the pay ratio, and, therefore, the pay ratio reported may not be comparable to the pay ratio reported by other companies, including peer companies.

  25. Pay Versus Performance

    Pay Versus Performance In August 2022, the SEC adopted a new Pay Versus Performance (“PVP”) disclosure rule as mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act. Compliance with the new rules is required for fiscal years ending on or after December 16, 2022. The final rules were codified under Item 402(v) of Regulation S-K (together with other official guidance, “Item 402(v)”) and require the Company to provide the following tabular and narrative disclosures. Background The following section has been prepared in accordance with the new PVP disclosure rule, which requires public companies to disclose information reflecting the relationship between a company’s financial performance and two newly defined terms, Compensation Actually Paid (“CAP”) and Average Compensation Actually Paid (“Average CAP”). The Company has calculated CAP and Average CAP in accordance with the PVP disclosure rule, which does not reflect the actual or average amount of compensation paid to, received by, or earned by our Principal Executive Officer (“PEO”) and our non-PEO NEOs during the applicable years. To calculate the CAP for the PEO and the Average CAP for the non-PEO NEOs, adjustments are made to Total Compensation reported in the Summary Compensation Table for the applicable years. These adjustments are described in the tables below the PVP Table. The Compensation Committee does not use CAP or Average CAP as a basis for making compensation decisions, nor does it use the performance measures defined by the SEC for the PVP Table to measure performance for incentive plan purposes. Pay versus Performance Table In accordance with the PVP disclosure rule, the following table sets forth (i) the total and average total compensation set forth in the Summary Compensation Table for the PEO and the non-PEO NEOs as a group, respectively; (ii) the total and average total CAP for the PEO and the non-PEO NEOs as a group (excluding the PEO), respectively; (iii) the Company’s cumulative total shareholder return TSR (“Cumulative TSR”) and the cumulative total shareholder return (“Peer Group Cumulative TSR”) of our Item 402(v) peer group (“PVP Peer Group”), as determined in accordance with Item 402(v); and (iv) Net Income and Adjusted EBITDA, for the previous two fiscal years

  26. Pay Versus Performance

    | | Summary Compensation Table for PEO(2) | Compensation Actual Paid to PEO(3) | Average Summary Compensation Table Total for non-PEO NEOs(2) | Average Compensation Actual Paid to Non-PEO NEOs(3) | Value of Initial Fixed $100 Investment Based on: | | Net Income(5) | Adjusted EBITDA(5) | | Year | | | | | Total Shareholder Return(4) | Peer Group Total Shareholder Return(4) | | | | 2025 | $303,255 | $166,554 | $240,841 | $219,779 | $125.74 | $191.88 | $5,882 | $11,649 | | 2024 | $295,723 | $(38,877) | $307,182 | $245,100 | $113.90 | $130.44 | $7,473 | $10,989 | | 2023 | $302,202 | $742,907 | $266,136 | $423,764 | $140.61 | $146.64 | $10,731 | $11,459 |

  27. Pay Versus Performance

    ____________ The Company’s Total Shareholder Return reflected in the above table does not take into account the $2.43 per share of cash dividends paid by the Company during the three-year period described in the table. The Company has paid a total of $29.475 per share of cash dividends since the beginning of its 2005 fiscal year through the date of this Proxy Statement. (1) Brian E. Shore served as the Company’s PEO for the entirety of 2025, 2024 and 2023 fiscal years, and the Company’s other NEOs for the applicable years are as follows: • 2025: Mark A. Esquivel, Cory Nickel, Christopher Goldner and John Jamieson • 2024: P. Matthew Farabaugh, Mark A. Esquivel and Cory Nickel • 2023: P. Matthew Farabaugh, Mark A. Esquivel and Cory Nickel (2) Amounts reported in this column represent (i) the total compensation reported in the Summary Compensation Table for the applicable year in the case of Mr. Shore and (ii) the average of the total compensation reported in the Summary Compensation Table for the applicable year for the Company’s non-PEO NEOs. (3) To calculate CAP, adjustments were made to the amounts reported in the Summary Compensation Table for the applicable year. A reconciliation of the adjustments for Mr. Shore’s CAP and the non-PEO NEOs average CAP is set forth following the footnotes to this table. (4) Reflects the Company’s cumulative total shareholder return (“TSR”) and the Company’s Pay versus Performance (PVP) peer group’s cumulative TSR for each measurement period from March 1, 2020 through March 2, 2025. Dividends are assumed to be reinvested, and the returns of each company in the PVP peer group are weighted to reflect relative stock market capitalization. Results assume that $100 was invested on March 1, 2020, in each of the Company’s Common Stock and the common stocks comprising our PVP peer group. The Company’s PVP peer group is the same peer group used in the Stock Performance Graph for purposes of Item 201(e)(1)(ii) of Regulation S-K in our Annual Report on Form 10-K, the NASDAQ US Small Cap Aerospace and Defense Index. Historic stock price performance is not necessarily indicative of future stock price performance. (5) For 2025, the Company determined that Adjusted EBITDA continues to be viewed as a core driver of the Company’s performance and shareholder value creation.

  28. Pay Versus Performance

    | Brian E. Shore | | | | | | | | | Year | Summary Compensation Table Total(a) | Less: Stock Award Values reported in SCT for the applicable year(b) | Plus: Year-end Fair Value of Stock Awards granted in applicable year(c) | Change in Fair Value of outstanding unvested stock rewards(d) | Change in Fair value of stock awards from prior years granted in applicable year(e) | Less: Fair value of Stock Awards forefeited during the applicable year(f) | Compensation Actually Paid(g) | | 2025 | $303,255 | $(97,800) | $106,200 | $(19,613) | $(82,588) | $(42,900) | $166,554 | | 2024 | $295,723 | $(76,250) | $97,750 | $(64,950) | $(192,450) | $(98,700) | $(38,877) | | 2023 | $302,202 | $(81,495) | $180,300 | $94,575 | $367,025 | $(119,700) | $742,907 |

  29. Pay Versus Performance

    | Other NEOs (Average) | | | | | | | | | Year | Summary Compensation Table Total(a) | Less: Stock Award Values reported in SCT for the applicable year(b) | Plus: Year-end Fair Value of Stock Awards granted in applicable year(c) | Change in Fair Value of outstanding unvested stock rewards(d) | Change in Fair value of stock awards from prior years granted in applicable year(e) | Less: Fair value of Stock Awards forefeited during the applicable year(f) | Compensation Actually Paid(g) | | 2025 | $240,841 | $(35,860) | $39,160 | $(6,162) | $(17,944) | $(256) | $219,779 | | 2024 | $307,182 | $(53,375) | $68,425 | $(18,591) | $(47,496) | $(11,045) | $245,100 | | 2023 | $266,136 | $(41,653) | $92,153 | $41,562 | $87,425 | $(21,859) | $423,764 |

  30. Pay Versus Performance

    ____________ (a) Represents Total Compensation as reported in the Summary Compensation Table for the indicated fiscal year. With respect to the non-PEO NEOs, amounts represent the average Total Compensation as reported in the Summary Compensation Table for the indicated fiscal year. For all fiscal years, there was no pension value attributable to “service cost” or “prior service cost,” so no adjustments are reflected for these values required to be added as part of the CAP pension adjustment under the PVP disclosure rule. (b) Represents the grant date fair value of the stock options granted during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. (c) Represents the fair value as of the indicated fiscal year end of the unvested stock options granted during such fiscal year, computed in accordance with the methodology used for financial reporting purposes. (d) Represents the change in fair value during the indicated fiscal year of the outstanding, unvested stock options held by the applicable NEO as of the last day of the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes as of the last day of the fiscal year. (e) Represents the fair value at vesting of the stock options that were granted and vested during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. (f) Represents the change in fair value, measured from the prior fiscal year end to the vesting date, of each stock option that was granted in a prior fiscal year and which vested during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. (g) Represents the fair value as of the last day of the prior fiscal year of the stock options that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. (h) See footnote 1 above for the NEOs included in the average for each year. Tabular List of Performance Measures The Company considers a number of key factors in evaluating compensation to be paid to the PEO and non-PEO NEOs, many of which are not quantifiable, including promotion of the Company’s culture, employee well-being and morale, customer satisfaction and the quality of customer relationships and the effectiveness in dealing with difficulties and challenges from outside factors not caused by the Company, including significant cost inflation, significant supply chain disruptions and workforce challenges resulting from what is described as “full employment” in the country’s workforce. In addition, below is a list of performance measures that, in the Company’s assessment, represent the most important financial performance measures used by the Company to evaluate compensation actually paid to the NEOs for Fiscal Year 2024. • Net Sales • Adjusted EBITDA Relationship between pay and performance As shown above in the “Pay Versus Performance Table,” annual fluctuations in the PEO’s and non-PEO NEOs’ CAP amounts generally correlate to annual fluctuations in the Company’s Cumulative TSR.