DEF 14A of Lindsay Corp, Nov 20, 2024

DEF 14A of Lindsay Corp

Filed Nov 20, 2024 · FY20240001193125-24-262552

Open on EDGAR

  1. Proposal 1 Election of Directors

    Proposal 1 Election of Directors The Company’s Certificate of Incorporation requires that the Board of Directors be divided into three classes that are elected to the Board on a staggered basis for three-year terms. At the Annual Meeting, the terms of three directors will terminate and stockholders will be voting on nominees to fill these three positions on the Board. Accordingly, the Board of Directors, upon recommendations made by the Corporate Governance and Nominating Committee, has nominated Pablo Di Si, Mary A. Lindsey, and Consuelo E. Madere to serve as directors for terms ending at the Fiscal 2028 Annual Meeting. Mr. Di Si, Ms. Lindsey, and Ms. Madere are current directors of the Company serving for terms that will expire as of the date of the Annual Meeting. Each of Mr. Di Si, Ms. Lindsey, and Ms. Madere has expressed an intention to serve, if elected. The Board of Directors knows of no reason why any of them might be unavailable to continue to serve, if elected. There are no arrangements or understandings between Mr. Di Si, Ms. Lindsey, or Ms. Madere, on the one hand, and any other person, on the other hand, pursuant to which they were nominated to serve on the Board of Directors. The election of a director requires the affirmative vote of a plurality of the votes cast virtually or by proxy by persons entitled to vote at the Annual Meeting. Consequently, votes withheld and broker non-votes with respect to the election of directors will have no impact on the election of directors. If Mr. Di Si, Ms. Lindsey, or Ms. Madere is unable to serve, the shares represented by all valid proxies will be voted for the election of such substitute nominee as the Corporate Governance and Nominating Committee may recommend to the Board of Directors. Proxies cannot be voted for a greater number of persons than the three director nominees named in this proposal.

  2. THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE ELECTION

    THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE ELECTION

  3. OF MR. DI SI, MS. LINDSEY, AND MS. MADERE AS DIRECTORS OF THE COMPANY WITH

    OF MR. DI SI, MS. LINDSEY, AND MS. MADERE AS DIRECTORS OF THE COMPANY WITH TERMS ENDING AT THE FISCAL 2028 ANNUAL MEETING.

  4. OF MR. DI SI, MS. LINDSEY, AND MS. MADERE AS DIRECTORS OF THE COMPANY WITH

    | | PROPOSAL 1 ELECTION OF DIRECTORS |

  5. Board of Directors and Committees

    Board of Directors and Committees The following sets forth certain information regarding the directors and director nominees of the Company, including the three persons who have been nominated to serve for new terms expiring at the Fiscal 2028 Annual Meeting. Information is also provided concerning each director’s and director nominee’s specific experience, qualifications, attributes or skills that led the Board of Directors to conclude that each of them should serve as a director of the Company. The Board of Directors has determined that each of the non-employee directors, Messrs. Brunner, Christodolou, Di Si, Gokcen and Rayburn and Mses. Lindsey and Madere, are independent directors of the Company under the listing standards adopted by the New York Stock Exchange (“NYSE”).

  6. Director Qualifications, Skills, and Background

    Director Qualifications, Skills, and Background The following matrix highlights the Board of Directors’ broad range of qualifications, skills, and perspectives, producing a balanced and well-informed mix that facilitates the Board’s oversight of management and the Board’s ability to address the Company’s strategic opportunities and risks. The matrix sets forth the primary factors which the Board of Directors believes are important to the Company’s business and industry and which the Corporate Governance and Nominating Committee considers in connection with identifying and recommending nominees to serve as directors. While marked qualifications, skills, and experiences indicate strong expertise or experience in the applicable category or categories, the matrix does not encompass all of the directors’ abilities. The matrix also presents additional information regarding each director and director nominee’s background attributes. With an average age of 61 (with ages ranging from 46 to 76) and an average tenure of 9 years of service on the Board of Directors (with tenures ranging from 3 years to 25 years), each director brings a unique viewpoint as evidenced in part in the matrix below. While certain diversity characteristics, such as gender, race, and ethnicity, are important factors considered by the Corporate Governance and Nominating Committee when identifying, reviewing, and recommending nominees to serve as directors, neither the Board of Directors nor the Corporate Governance and Nominating Committee have a formal policy with regard to consideration of such factors. Directors, nominees, and prospective nominees are not discriminated against on the basis of gender, race, religion, national origin, sexual orientation, disability, or any other basis prescribed by law.

  7. Director Qualifications, Skills, and Background

    | | Brunner | Christodolou | Gokcen | Lindsey | Madere | Di Si | Rayburn | Wood | | Qualifications, Skills, & Experience | | | | | | | | | | Ag/Infrastructure/Energy Industry Experience | | ● | ● | | ● | ● | | ● | | Global Business Experience | ● | | ● | ● | ● | ● | ● | ● | | Public Company Senior Executive Leadership | ● | | ● | ● | ● | ● | ● | ● | | Financial/Capital Markets | ● | ● | | ● | | ● | | | | Innovation/Technology | ● | | ● | | ● | ● | ● | ● | | Corporate Governance/Risk/Legal/Regulatory | ● | ● | | ● | ● | | ● | | | Operations/Manufacturing/Supply Chain | ● | | | | ● | ● | ● | | | Strategy | ● | | ● | | ● | ● | ● | ● | | M&A | ● | ● | | ● | | ● | ● | | | Cybersecurity | | | ● | | | | | | | HR/Talent Management | ● | | | | ● | | ● | | | Public Board | ● | ● | | ● | ● | | ● | | | Background | | | | | | | | | | Age | 67 | 62 | 46 | 69 | 64 | 55 | 76 | 52 | | Board Tenure | 11 | 25 | 4 | 6 | 7 | 3 | 10 | 4 | | Gender | M | M | M | F | F | M | M | M | | Non-U.S. or Dual Citizenship | | | ● | | | ● | | ● | | Race/Ethnicity | | | | | | | | | | White/Caucasian | ● | ● | | ● | | | ● | ● | | Hispanic/Latin American | | | | | ● | ● | | | | Middle Eastern | | | ● | | | | | |

  8. Director Qualifications, Skills, and Background

    | | PROPOSAL 1 ELECTION OF DIRECTORS |

  9. NOMINEES FOR ELECTION – Terms to expire at the Fiscal 2028 Annual Meeting

    NOMINEES FOR ELECTION – Terms to expire at the Fiscal 2028 Annual Meeting

  10. NOMINEES FOR ELECTION – Terms to expire at the Fiscal 2028 Annual Meeting

    | Pablo Di Si Age: 55 Director Since: 2022 Independent Key skills and experience • International operations • Business management and development • Knowledge of corporate finance, taxation and accounting • Accounting principles, internal controls and audit committee functions | Board Committee Membership • Audit Committee (financial expert) • Human Resources and Compensation Committee Other Current Directorships • Copersucar • JHSF Participações, S.A. and JHSF International |

  11. NOMINEES FOR ELECTION – Terms to expire at the Fiscal 2028 Annual Meeting

    Pablo Di Si, age 55, is the former President and Chief Executive Officer of Volkswagen Group of America and the former Chief Executive Officer of Volkswagen North American Region. Mr. Di Si joined Volkswagen, a multinational automotive manufacturing company, in 2014 as Chief Operating Officer and Chief Financial Officer of Argentina and was subsequently appointed as President and Chief Executive Officer of Argentina in 2016 and as President and Chief Executive Officer of Latin America in 2017. Mr. Di Si then served as President and Chief Executive Officer of Volkswagen Group of America and Chief Executive Officer of Volkswagen North American Region from 2022 to 2024. Prior to joining Volkswagen, Mr. Di Si held various key positions in finance, business development, and project management with CNH Global, Fiat Industrial S.p.A., Kimberly-Clark Corporation, Monsanto, and Abbott Laboratories. Since 2021, Mr. Di Si has served as a member of the Board of Directors of Copersucar, a global trader of sugar and ethanol. Since 2023, Mr. Di Si has served as an independent member of the Boards of Directors of JHSF Participações (Brazil’s Bovespa “JHSF”) and its parent company JHSF International. JHSF is a Brazilian luxury real estate and hotel conglomerate. Since 2023, Mr. Di Si has served as Chairman of Autos Drive America, a trade association that represents international automakers with presences in the United States. Mr. Di Si has completed the Managing Efficient Boards program at Harvard University and the CEO Global Program at Wharton, IESE and CEIBS Business School. Mr. Di Si has been a director of the Company since 2022 and he is also a member of the Company’s Audit Committee and the Company’s Human Resources and Compensation Committee. Mr. Di Si’s experience in international operations and business management and development, as well as his knowledge of corporate finance, taxation and accounting, provide him with the relevant experience to serve on the Company’s Board of Directors. These experiences have given Mr. Di Si an understanding of accounting principles, internal controls and audit committee functions; as a result, the Board has determined that he qualifies as an audit committee financial expert.

  12. NOMINEES FOR ELECTION – Terms to expire at the Fiscal 2028 Annual Meeting

    | Mary A. Lindsey Age: 69 Director Since: 2018 Independent Key skills and experience • Investor relations • International and domestic M&A • Knowledge of corporate finance, capital and debt markets, taxation and accounting • Legal experience • Accounting principles, internal controls and audit committee functions | Board Committee Membership • Audit Committee (Chair; financial expert) • Corporate Governance and Nominating Committee Other Current Directorships • Methode Electronics, Inc. • Orion Engineered Carbons S.A. |

  13. NOMINEES FOR ELECTION – Terms to expire at the Fiscal 2028 Annual Meeting

    Mary A. Lindsey, age 69, is the retired Senior Vice President and Chief Financial Officer of Commercial Metals Company, a global manufacturer and recycler of steel and other metals. Ms. Lindsey joined Commercial Metals Company in September 2009 as Vice President-Tax. She was subsequently appointed Commercial Metals Company’s Vice President-Tax and Investor Relations in June 2015, Vice President and Chief Financial Officer in January 2016, and Senior Vice President and Chief Financial Officer in September 2017. In connection with Ms. Lindsey’s planned retirement from Commercial Metals Company, Ms. Lindsey stepped down as Senior Vice President and Chief Financial Officer in August 2019. Prior to joining Commercial Metals Company, Ms. Lindsey served as Vice President Tax and Tax Counsel for Albany International Corp., a global advanced textiles and materials processing company, from March 2006 to September 2009, and from January 2005 to March 2006, Ms. Lindsey was an attorney at Baker & Hostetler LLP, a national law firm. In addition, Ms. Lindsey served in various roles, including Vice President Tax and Tax Counsel, Legal Counsel responsible for global M&A and intellectual property, and General Manager of Corporate M&A, at The Timken Company, a global manufacturer of bearings, transmissions, gearboxes, and related components, from January 1985 to January 2005. Since 2020, Ms. Lindsey has served as a member of the Boards of Directors and the Audit Committees of Methode Electronics, Inc. and Orion Engineered Carbons S.A. Ms. Lindsey serves as the Chair of the Audit Committee of Methode Electronics, Inc. Ms. Lindsey has been a director of the Company since 2018 and currently serves as Chairperson of the Company’s Audit Committee and as a member of the Company’s Corporate Governance and Nominating Committee. Ms. Lindsey’s experience in investor relations and international M&A, as well as her knowledge of corporate finance, taxation and accounting, provide her with the relevant experience to serve on the Company’s Board of Directors. These experiences have given Ms. Lindsey an understanding of accounting principles, internal controls and audit committee functions; as a result, the Board has determined that she qualifies as an audit committee financial expert.

  14. NOMINEES FOR ELECTION – Terms to expire at the Fiscal 2028 Annual Meeting

    | | PROPOSAL 1 ELECTION OF DIRECTORS |

  15. NOMINEES FOR ELECTION – Terms to expire at the Fiscal 2028 Annual Meeting

    | Consuelo E. Madere Age: 64 Director Since: 2018 Independent Key skills and experience • Global ag industry experience • Management consulting and executive coaching • Domestic and global experience spanning manufacturing, strategy, technology, business development, profit and loss responsibility, and general management • Public company director experience | Board Committee Membership • Corporate Governance and Nominating Committee (Chair) • Human Resources and Compensation Committee Other Current Directorships • Nutrien |

  16. NOMINEES FOR ELECTION – Terms to expire at the Fiscal 2028 Annual Meeting

    Consuelo E. Madere, age 64, is the President of Proven Leader Advisory, LLC, a management consulting and executive coaching firm she founded in 2014. She is a former executive officer of Monsanto Company, which during her tenure was a Fortune 500 company and a leading global provider of innovative, sustainable agricultural solutions. She retired from Monsanto in 2013 as Vice President of the company’s Global Vegetables and Asia commercial businesses and was a member of the Chief Executive Officer’s executive leadership team. Ms. Madere currently serves as a member of the Board of Directors of Nutrien, a leading global crop inputs and services provider and a publicly traded Canadian company listed on the New York Stock Exchange. She currently chairs the Nominations and Governance Committee of the Nutrien Board and is a member of Nutrien’s Audit Committee. From 2018 to 2022, Ms. Madere served as a member of the Board of Directors of S&W Seed Company, a Nasdaq-listed agricultural seed company, where she chaired the Nominations and Governance Committee and was a member of the Compensation Committee. From 2014 to 2018, Ms. Madere served as a member of the Board of Directors of PotashCorp and was a member of its Audit Committee and its Safety, Health and Environment Committee. Ms. Madere is a NACD Board Leadership Fellow and holds a CERT certificate in Cybersecurity Oversight from the Software Engineering Institute at Carnegie Mellon University. Ms. Madere has been a director of the Company since 2018 and currently serves as Chairperson of the Company’s Corporate Governance and Nominating Committee and as a member of the Company’s Human Resources and Compensation Committee. Ms. Madere’s 30-plus years of domestic and global experience at Monsanto, spanning manufacturing, strategy, technology, business development, profit and loss responsibility and general management, along with her service as a director of public companies, provide her with the relevant experience to serve on the Company’s Board of Directors.

  17. DIRECTORS CONTINUING IN OFFICE

    DIRECTORS CONTINUING IN OFFICE

  18. DIRECTORS CONTINUING IN OFFICE

    | Robert E. Brunner Age: 67 Director Since: 2013 Independent Key skills and experience • Business management and development • International operations • Mergers and acquisitions • Accounting principles, internal controls and audit committee functions | Board Committee Membership • Human Resources and Compensation Committee Other Current Directorships • Leggett & Platt, Inc. Current Board Term Ends • Fiscal 2027 Annual Meeting |

  19. DIRECTORS CONTINUING IN OFFICE

    Robert E. Brunner, age 67 (current term to expire at the Fiscal 2027 Annual Meeting), was an Executive Vice President of Illinois Tools Works, Inc., a diversified manufacturer of advanced industrial technology, from 2006 until his retirement in 2012. Prior to that position, Mr. Brunner was President, Global Automotive Fasteners from 2005 to 2006 and President, North American Automotive Fasteners from 2003 to 2005. Prior to that, Mr. Brunner held a variety of positions within Illinois Tools Works, Inc., including general management, operations management and sales and marketing. Mr. Brunner currently serves as the Lead Director on the Board of Directors of Leggett & Platt, Inc., a publicly held diversified manufacturer of engineered components and products, where he also serves as a member of the Human Resources and Compensation Committee and the Nominating, Governance and Sustainability Committee. From 2012 to 2023, Mr. Brunner served on the Board of Directors of NN, Inc., a diversified industrial company that designs and manufactures high-precision components and assemblies on a global basis, where he served as a member of the Compensation Committee and the Governance Committee. Mr. Brunner has been a director of the Company since 2013 and also serves as the Chairperson of the Board of Directors and as a member of the Company’s Human Resources and Compensation Committee. Mr. Brunner’s extensive experience in business management and development, international operations and mergers and acquisitions provide him with the relevant experience to serve on the Company’s Board of Directors.

  20. DIRECTORS CONTINUING IN OFFICE

    | | PROPOSAL 1 ELECTION OF DIRECTORS |

  21. DIRECTORS CONTINUING IN OFFICE

    | Michael N. Christodolou Age: 62 Director Since: 1999 Independent Key skills and experience • Investment management • Corporate strategy • Capital allocation • Mergers and acquisitions • Capital markets • Accounting principles, internal controls and audit committee functions | Board Committee Membership • Audit Committee (financial expert) • Corporate Governance and Nominating Committee Other Current Directorships • NETSTREIT Corp. Current Board Term Ends • Fiscal 2026 Annual Meeting |

  22. DIRECTORS CONTINUING IN OFFICE

    Michael N. Christodolou, age 62 (current term to expire at the Fiscal 2026 Annual Meeting), is the Manager of Inwood Capital Management, LLC, an investment management firm he founded in 2000. From 1988 to 1999, Mr. Christodolou was employed by Bass Brothers/Taylor & Company, an investment firm associated with the Bass family of Fort Worth, Texas. Since 2020, Mr. Christodolou has served as a member of the Board of Directors of NETSTREIT Corp., a publicly-traded REIT that acquires, owns, and manages single-tenant triple net lease e-commerce resistant retail commercial real estate, where he serves as Chair of the Audit Committee. From 2016 until it was acquired in December 2017, Mr. Christodolou served on the Board of Directors of Omega Protein Corporation, a nutritional products company. From 2015 to 2016, Mr. Christodolou served on the Board of Directors of Farmland Partners, Inc., a publicly-traded REIT that acquires and owns high-quality North American farmland. Mr. Christodolou also previously served on the Board of Directors of XTRA Corporation from 1998 until 2001 when it was acquired by Berkshire Hathaway Inc. Mr. Christodolou has been a director of the Company since 1999 and served as Chairman of the Board from 2003 to January 2015. He currently serves as a member of each of the Company’s Audit Committee and Corporate Governance and Nominating Committee. Mr. Christodolou has over 35 years of experience in investment management and working with the management teams and boards of public companies on matters including corporate strategy, capital allocation, and mergers and acquisitions. His knowledge of the investment and capital markets and his experience as a director of public companies provide him with the relevant experience to serve on the Company’s Board of Directors. These experiences have given Mr. Christodolou an understanding of accounting principles, internal controls and audit committee functions; as a result, the Board has determined that he qualifies as an audit committee financial expert.

  23. DIRECTORS CONTINUING IN OFFICE

    | Ibrahim Gokcen Age: 46 Director Since: 2021 Independent Key skills and experience • Artificial intelligence • Machine learning • Industrial internet of things • NACD Directorship Certified(TM) | Board Committee Membership • Audit Committee • Corporate Governance and Nominating Committee Other Current Directorships • PNO Current Board Term Ends • Fiscal 2026 Annual Meeting |

  24. DIRECTORS CONTINUING IN OFFICE

    Ibrahim Gokcen, age 46 (current term to expire at the Fiscal 2026 Annual Meeting), has served as the Chief Data & Analytics Officer for Aon plc, a leading global professional services firm providing advice and solutions in risk, retirement and health, since May 2023. From October 2020 until he joined Aon in May 2023, Mr. Gokcen was the Founder and Managing Partner of Velocis Digital LLC, an interim executive services and management and execution consulting firm. From 2021 to 2023, Mr. Gokcen was also Strategic Advisor for NEO Holdings International, LLC, a blockchain company focused on transforming commodity trading for which he also previously served as Chief Technology Officer during 2021. Mr. Gokcen was the President and Chief Revenue Officer for Open Insights LLC, a data advisory and services company, during 2021. Prior to that, Mr. Gokcen was the Senior Vice President and Digital Chief Technology Officer for Schneider Electric, an energy management and automation company, from 2018 to 2020. Prior to that, Mr. Gokcen served as the Chief Digital Officer for A.P. Moller Maersk, an integrated transport and logistics company, from 2016 to 2018. Mr. Gokcen also previously held senior product, information technology, and research and development leadership roles at General Electric. Mr. Gokcen is NACD Directorship Certified(TM). Mr. Gokcen currently serves as an independent director for PNO, a company with the Nordics’ largest range of short and long-term trailer rentals. Mr. Gokcen also serves as a member of the Board of Trustees of AnitaB.org, an organization that helps women and nonbinary people succeed in technology. From 2018 to 2023, Mr. Gokcen served as an independent director for Maersk Tankers, a service company that provides commercial management solutions for shipowners in the tanker industry. From 2020 to 2023, Mr. Gokcen served as an independent director for ZeroNorth, a maritime technology company. Mr. Gokcen has been a director of the Company since 2021 and currently serves as a member of the Company’s Audit Committee and the Company’s Corporate Governance and Nominating Committee. Mr. Gokcen’s strong background in international markets and transforming businesses in a number of industries with technology provides him with the relevant experience to serve on the Company’s Board of Directors.

  25. DIRECTORS CONTINUING IN OFFICE

    | | PROPOSAL 1 ELECTION OF DIRECTORS |

  26. DIRECTORS CONTINUING IN OFFICE

    | David B. Rayburn Age: 76 Director Since: 2014 Independent Key skills and experience • Manufacturing • International markets • M&A • Accounting principles, internal controls and audit committee functions | Board Committee Membership • Audit Committee (financial expert) • Human Resources and Compensation Committee (Chair) Other Current Directorships • None Current Board Term Ends • Fiscal 2026 Annual Meeting |

  27. DIRECTORS CONTINUING IN OFFICE

    David B. Rayburn, age 76 (current term to expire at the Fiscal 2026 Annual Meeting), is the retired President and Chief Executive Officer of Modine Manufacturing Company, a publicly-traded thermal management company that designs, manufactures and tests heat transfer products. Mr. Rayburn was the President and Chief Executive Officer and a Director of Modine Manufacturing Company from January 2003 until March 2008 when Mr. Rayburn retired. From 2002 to January 2003 Mr. Rayburn served as the President and Chief Operating Officer of Modine Manufacturing Company. From 1991 to 2002, he served in various executive roles at Modine Manufacturing Company including Executive Vice President, Vice President and General Manager. Mr. Rayburn previously served on the Board of Directors of Twin Disc, Inc. from 2000 to 2022, on the Board of Directors of Creative Foam Corporation from 2009 to 2017, on the Board of Directors of Jason, Inc. from 2001 to 2010, and on the Board of Directors of Unico, Inc., from 2008 to 2010. Mr. Rayburn has been a director of the Company since 2014 and he is also Chairperson of the Company’s Human Resources and Compensation Committee and a member of the Company’s Audit Committee. Mr. Rayburn’s strong background in manufacturing, international markets and acquisitions, combined with his corporate governance experience serving on public company boards, provide him with the relevant experience to serve on the Company’s Board of Directors. These experiences have given Mr. Rayburn an understanding of accounting principles, internal controls and audit committee functions; as a result, the Board has determined that he qualifies as an audit committee financial expert.

  28. DIRECTORS CONTINUING IN OFFICE

    | Randy A. Wood Age: 52 Director Since: 2021 Key skills and experience • Experience in leading domestic and international irrigation businesses • Building capabilities through innovation and technology | Board Committee Membership • None Other Current Directorships • None Current Board Term Ends • Fiscal 2027 Annual Meeting |

  29. DIRECTORS CONTINUING IN OFFICE

    Randy A. Wood, age 52 (current term to expire at the Fiscal 2027 Annual Meeting), is President and Chief Executive Officer of the Company and has held such position since January 2021. Mr. Wood has also been a director of the Company since January 2021 and he is the only executive officer of the Company serving on the Board of Directors. Between September 2020 and December 2020, Mr. Wood served as Chief Operating Officer of the Company. Between May 2016 and August 2020, Mr. Wood served as the Company’s President – Irrigation. Between October 2013 and May 2016, Mr. Wood served as President – International Irrigation of the Company. Between February 2012 and October 2013, Mr. Wood served as Vice President – Americas / ANZ Sales and Marketing. Previously he was Vice President – North America Irrigation Sales of the Company and held such position from March 2008, when he joined the Company. Prior to March 2008, Mr. Wood spent 11 years with Case Corporation / CNH Global including roles as the Senior Director of Marketing, Case IH Tractors, and Senior Director of Sales and Marketing, Parts and Service. Mr. Wood’s extensive experience in leading domestic and international irrigation businesses enables him to provide the Board of Directors with expert advice on a wide range of issues in the industries in which the Company operates. As an experienced Company executive who now serves as the Company’s President and Chief Executive Officer, Mr. Wood will continue to provide the Board of Directors with valuable insight into the Company’s day-to-day operations and achievements. Information regarding executive officers of the Company is found in the Company’s Annual Report which has been supplied with this Proxy Statement.

  30. Compensation Discussion and Analysis

    | • | Annual cash incentive awards to reward performance against short-term corporate and individual objectives; |

  31. Compensation Discussion and Analysis

    | • | Long-term equity incentive compensation to emphasize longer-term strategic objectives and align the interests of executives with those of stockholders; and |

  32. Compensation Discussion and Analysis

    | • | Annual Cash Incentive Awards. |

  33. Compensation Discussion and Analysis

    | • | Long-Term Incentive Compensation. |

  34. Compensation Discussion and Analysis

    | • | Maintained the weighting of performance stock units as 50% of the target dollar amount for the long-term incentive award, with stock options and restricted stock units each accounting for 25% of targeted dollar amounts for long-term incentive awards. |

  35. Compensation Discussion and Analysis

    | • | Retained its two evenly weighted performance stock unit performance measures, which align executive compensation with long-term value creation for stockholders. |

  36. Compensation Discussion and Analysis

    | • | Retained total stockholder return relative to a select peer group as a performance stock unit performance measure, which is an important indicator of the Company’s financial performance compared to the market. |

  37. Compensation Discussion and Analysis

    | • | Retained return on invested capital as a performance stock unit performance measure, which measures the Company’s operational efficiency in allocating capital. |

  38. Compensation Discussion and Analysis

    | • | As such, 75% of executives’ target long-term incentive award is directly tied to performance through relative stockholder return and return on invested capital via performance stock unit awards and via stock price appreciation with the stock options. |

  39. Compensation Discussion and Analysis

    | • | Retained consistent three-year performance and vesting periods for all long-term incentives offered to executives. |

  40. Compensation Discussion and Analysis

    Annual Cash Incentives Earned for Fiscal 2024 Performance. For fiscal 2024, payments in connection with the Company’s annual cash incentive awards were reflective of the Company’s performance against its financial objectives and the officers’ performance against their individual goals. The financial performance component and the individual performance component accounted for 80% and 20%, respectively, of each officer’s potential annual cash incentive award. The Company exceeded the threshold level for both its revenue goal and its operating margin goal and exceeded the target level for its free cash flow goal. Based on these results, the overall Company financial performance component payout percentage was 82.5% of target. In addition, the officers generally achieved their individual objectives and were entitled to payouts under the individual performance component ranging from 85% to 93%. Performance Stock Units (“PSUs”) Earned for Fiscal 2022-2024 Performance. The end of fiscal 2024 marked the end of the three-year performance period for PSUs granted in fiscal 2022. For this performance period, the Company achieved three-year relative total stockholder return at the 15th percentile (resulting in a 0% of target payout for this component) and three-year average return on invested capital of 13% (resulting in a maximum 200% of target payout for this component), which equated to a cumulative payout percentage of 100% of target. Say on Pay. The Board of Directors and the Committee take several measures to monitor the degree of alignment between the financial interests of the Company’s executive officers and those of the Company’s stockholders, which include conducting a non-binding “say on pay” vote at each annual meeting of the Company’s stockholders. At the Company’s Fiscal 2024 Annual Meeting of Stockholders, approximately 95% of votes were cast in favor of the non-binding “say on pay” resolution – marking the 14th consecutive annual meeting in which more than 90% of votes were cast in support of the proposal. While the Committee considered the “say on pay” voting results in establishing fiscal 2024 and fiscal 2025 compensation, no specific actions were deemed necessary as the Committee believed the results of the “say on pay” votes were a confirmation that stockholders were in general agreement with the Committee’s compensation philosophy. The Committee will continue to consider the “say on pay” voting results and other feedback provided by the Company’s stockholders when making future compensation decisions concerning the Company’s executive officers. Compensation-Related Risk Assessment. The Committee has assessed the risks that could arise from the Company’s compensation program and does not believe that the terms of this program encourage excessive risk-taking that is reasonably likely to have a material adverse effect on the Company. The Committee considered the following factors as they relate to the compensation program:

  41. Compensation Discussion and Analysis

    | • | The annual benchmarking of executive compensation relative to both peer companies and relevant survey data; |

  42. Compensation Discussion and Analysis

    | • | The balanced focus on both short-term and long-term financial goals; |

  43. Compensation Discussion and Analysis

    | • | Specific performance goals are reviewed and approved by the Committee; |

  44. Compensation Discussion and Analysis

    | • | The use of multiple financial performance goals so as to avoid over-emphasis on any one metric; |

  45. Compensation Discussion and Analysis

    | • | Long-term incentives have a three-year performance and vesting period; |

  46. Compensation Discussion and Analysis

    | • | The existence of caps on the potential maximum incentive payouts; |

  47. Compensation Discussion and Analysis

    | • | The Committee’s composition of solely independent directors and retention of an independent compensation consultant. |

  48. Compensation Discussion and Analysis

    The Committee’s Independent Compensation Consultant. The Committee engaged Meridian Compensation Partners, LLC (“Meridian”) in fiscal 2024 to, among other things, provide a competitive assessment of the Company’s executive compensation program and to evaluate the compensation of the Named Executive Officers in comparison to peer group proxy data and relevant survey data. Meridian was engaged directly by the Committee, but its fees were paid by the Company. Market Alignment of Executive Compensation. When evaluating the market competitiveness of executive salaries, target annual incentive opportunities, and target long-term incentive values, the Committee generally considers the market medians for comparable positions among manufacturing and general industry companies of similar size (measured by annual revenues) and complexity (measured primarily by number of distinct business lines and scope of international focus) as the Company, based on available peer group and survey data, with variation due to differences in executive skill levels and experience, the executive’s role, individual performance, organizational hierarchy, and internal fairness with other positions and roles within the Company. The Committee annually compares the Named Executive Officers’ general compensation levels against available market data and then also performs an in-depth review of the entire compensation program approximately every three years in order to comprehensively review the Company’s short and long-term compensation strategies, award mixes and performance metrics. In conducting its review and analysis, Meridian used a combination of proxy data from peer companies and survey composite data. Peer group data was used as the primary data source for establishing benchmark compensation levels for the Chief Executive Officer, Chief Financial Officer and other positions where comparable position data was available, with general industry survey data used as a supplemental data source for these positions. General industry survey data was used as the primary data source for positions where comparable position data was not sufficiently available in peer group public disclosures. The composite data was obtained from the Equilar Executive Compensation Survey and included compensation information from general industry companies with revenue between approximately one-third and three-and-one-half times the Company’s annual revenues. Each year, the Committee, with assistance from Meridian, reviews and considers modifications to the peer group, generally using the following selection criteria:

  49. Compensation Discussion and Analysis

    For fiscal 2024, Meridian again reviewed the peer group and recommended one change from the previous year’s membership, as Altra Industrial Motion Corp. was removed because it was acquired. The resulting 21-company peer group used for fiscal 2024 pay decisions consists of the following companies (each of which was publicly traded, had updated proxy filings, remained within an appropriate size range with five-year average revenue within approximately one-third and three-and-one-half times the Company’s five-year average revenue, and did not have any pending mergers or acquisitions, bankruptcies, or other known issues that could diminish its effectiveness as a peer):

  50. Compensation Discussion and Analysis

    Annual Cash Incentive Awards. The Company provided annual cash incentive awards to its executive officers under a Management Incentive Plan for fiscal 2024 (the “2024 MIP”) that was adopted by the Committee. The Company utilized the annual cash incentive awards under the 2024 MIP primarily to encourage its executive officers to achieve specific short-term financial goals of the Company. In addition, a portion of the annual cash incentive awards was tied to individual performance objectives established for each executive officer participating in the 2024 MIP. The Committee adopted the 2024 MIP and established the financial and individual goals for executive officers under the 2024 MIP during the first quarter of fiscal 2024. The 2024 MIP established a target cash incentive amount for each Named Executive Officer (each a “Target Cash Incentive Award”). The Target Cash Incentive Awards were set as follows:

  51. Compensation Discussion and Analysis

    In each case, a Target Cash Incentive Award represents the total cash incentive a Named Executive Officer was entitled to receive if he had achieved 100% of the target levels under the financial performance component and individual performance component established for such Named Executive Officer under the 2024 MIP. The financial performance component accounted for 80% of each Named Executive Officer’s potential annual cash incentive award. This component consisted of three subcomponents: revenue, operating margin, and free cash flow. The Committee believed the use of revenue, operating margin, and free cash flow would provide a good balance of financial objectives to promote maximum stockholder value. For each Named Executive Officer, the financial performance component was based 100% on consolidated Company financial performance. For purposes of the annual cash incentive awards under the 2024 MIP, (i) revenue was defined as the Company’s fiscal 2024 operating revenues, (ii) operating margin was defined as the Company’s fiscal 2024 operating profit divided by the Company’s fiscal 2024 operating revenues, and (iii) free cash flow was defined as the Company’s fiscal 2024 net cash provided by operations divided by the Company’s fiscal 2024 net earnings. Each of the three subcomponents was to be calculated using the Company’s Consolidated Statement of Operations for the year ended August 31, 2024. The Committee chose to use revenue, operating margin, and free cash flow as the financial performance measures for determining annual cash incentive awards under the 2024 MIP because it believed that the Named Executive Officers had significant influence over these measures, that these measures align the interests of officers with the creation of stockholder value, that these measures incentivize revenue growth as well as improving operating efficiency and profitability, and that these measures were well-understood by management and stockholders. Accordingly, each of the revenue subcomponent and the operating margin subcomponent was assigned a weighting of 37.5% by the Committee, and the free cash flow subcomponent was assigned a weighting of 25% by the Committee.

  52. Compensation Discussion and Analysis

    In general, the Committee seeks to establish target levels for financial performance goals based on the Company’s annual budget for the relevant fiscal year as approved by the Board of Directors. In fiscal 2024, the Committee used its discretion to limit the numerator in the free cash flow subcomponent to cash generated from operations in order to avoid rewarding Named Executive Officers for capital expenditures below originally budgeted levels. The Committee made corresponding adjustments to the free cash flow target levels after subtracting the effect of budgeted capital expenditures. Transaction costs associated with any acquisition or divestiture considered, pursued, or closed are added back to profitability in the year or years in which such costs are incurred. In the event that there had been any acquisitions made during fiscal 2024, (i) actual results for the selected financial performance goals would have been adjusted by subtracting the Board-approved business cases for such acquisitions for purposes of award payout calculations (which would serve to reward executives for better-than-business-case performance while holding executives accountable for lower-than-business-case performance), unless the Committee were to approve a modification to include any such items, and (ii) transaction costs would have been added back to profitability. In the event that there had been any divestitures made during fiscal 2024, (a) actual results for the selected financial performance goals would have been adjusted by including the Board-approved budgets (and removing actual performance results) for such divestitures for purposes of award payout calculations, unless the Committee were to approve a modification to exclude any such items, and (b) transaction costs would have been added back to profitability. Further, if a planned divestiture were not included in the budget, its financial performance metrics would not be included in the calculation of the financial performance goals so long as the divestiture was not completed by the end of the fiscal year. Transaction costs associated with any acquisition or divestiture considered, pursued, or closed shall be added back to profitability in the year or years in which such costs are incurred. Under the 2024 MIP, a Named Executive Officer could earn a portion of his Target Cash Incentive Award if he achieved at least a threshold level of performance for any of the financial or individual performance components. Separate analyses were performed to determine the payout earned under the financial performance component and the individual performance component, and those two components were then added together to determine the final cash incentive awarded to a Named Executive Officer. The financial performance subcomponents are calculated according to a scale that provides varying percentage payouts for “threshold”, “intermediate”, “target” and “maximum” performance levels. If the Company fails to meet the “threshold” performance level for a specific financial performance subcomponent, then the Named Executive Officer will receive no payout under that specific subcomponent. Percentage payouts between the threshold, intermediate, target and maximum levels are linearly interpolated for each financial performance subcomponent. For fiscal 2024, the following performance levels trigger the following percentage award payouts (calculated as a percentage of the Target Cash Incentive Award available under the overall Company financial performance component weighted at 80%):

  53. Compensation Discussion and Analysis

    | | Revenue (37.5%) | Operating Margin (37.5%) | Free cash flow (25%) | Award Payout for Financial Performance Subcomponent (as a % of Target Cash Incentive Award) | | Maximum | $922.0 million | 16.5% | 163% | 200% | | Target | $737.6 million | 14.4% | 131% | 100% | | Intermediate | $663.8 million | 12.9% | 118% | 75% | | Threshold | $590.1 million | 11.5% | 105% | 50% | | Below Threshold | — | — | — | 0% | | Actual | $607.1 million | 12.6% | 144.5% | 82.5% |

  54. Compensation Discussion and Analysis

    Some of these individual performance objectives are objective and depend upon the accomplishment of specific measurable goals such as the achievement of certain employee engagement metrics or certain revenue and cost reduction targets. Others are subjective in nature, such as performance objectives tied to operational improvements, comprehensive commercial strategies and launch plans, or the strengthening of functional capabilities. The cash incentive award earned under the individual performance component is calculated based on the Named Executive Officer’s level of performance relative to his respective annual individual or team objectives. Calculated as a percentage of the Target Cash Incentive Award available under the individual performance component, a Named Executive Officer who meets all of his individual performance objectives will receive a 100% award payout, with award payouts ranging from 0% for not meeting any individual performance objectives to 200% for significantly exceeding all individual performance objectives. Both the financial and individual performance component calculations offer a range of payouts for performance that exceeds or falls short of the target levels. The Committee believes that this not only provides an incentive for executives to achieve performance that exceeds expectations, but it also provides constant motivation during down business cycles which can have detrimental effects on both financial performance and organizational health. By rewarding a range of performance, the Committee strives to partially counteract the cyclical nature of the Company’s business. Likewise, the payout of an earned award under one component or subcomponent is not contingent upon meeting a certain performance standard under any of the other components or subcomponents. For example, an executive who has met all of his individual performance objectives would still be entitled to receive a payout under the individual component even if the Company failed to meet the threshold financial performance objectives. Similarly, an executive may receive a payout if the threshold level (or higher) is met for a specific financial performance subcomponent even if the executive failed to meet his individual performance objectives and/or the Company failed to meet the threshold levels for any of the other financial performance subcomponents. During fiscal 2024, for purposes of the 2024 MIP, the Company recorded revenue of $607.1 million, operating margin of 12.6%, and free cash flow percentage of 144.5%. Based on these results, the overall Company Financial Performance Component payout percentage was 82.5% of target based on subcomponent payout percentages of 55.8%, 69.4%, and 142.2% for each of the revenue (37.5%), operating margin (37.5%), and free cash flow (25.0%) subcomponents, respectively. In addition, after the conclusion of fiscal 2024, Mr. Wood recommended scores to the Committee for each Named Executive Officer (including himself) under the Individual Performance Component of the 2024 MIP. The Committee then discussed and approved those scores, determining that the Named Executive Officers generally achieved their individual objectives and were entitled to payouts under the Individual Performance Component of the 2024 MIP ranging from 85% to 93%. The table below sets forth the 2024 MIP Target Cash Incentive Awards and actual payouts to each of the Named Executive Officers based upon fiscal 2024 performance.

  55. Compensation Discussion and Analysis

    | Named Executive Officer | 2024 MIP Target Cash Incentive Award | 2024 MIP Actual Cash Incentive Award Payout | Percentage of Target Earned | | Mr. Wood | $810,000 | $672,300 | 83% | | Mr. Ketcham | $289,250 | $244,416 | 85% | | Mr. Oberto | $231,550 | $192,187 | 83% | | Mr. Marion | $209,000 | $173,470 | 83% |

  56. Compensation Discussion and Analysis

    Long-Term Incentive Compensation. Long-term incentive compensation is designed to reward the achievement of longer-term strategic objectives and align the financial interests of the Company’s executive officers with those of the Company’s stockholders. For fiscal 2024, the Committee approved a target dollar amount for the long-term incentive award for each of the Company’s Named Executive Officers which was allocated as follows: The PSUs, RSUs and stock options were granted pursuant to the Company’s 2015 Long-Term Incentive Plan, which was approved by the stockholders at the Company’s annual stockholder meeting in January 2015. The Committee believes that this mix of PSUs, RSUs and stock options will continue to promote sustained long-term performance and retention. In determining the number of PSUs, RSUs and stock options granted to the Named Executive Officers as part of their long-term incentive compensation for fiscal 2024 , the Committee first established a dollar value of the total long-term incentive awards to be awarded to each Named Executive Officer assuming they achieved target performance levels for the PSUs. The Committee established total targeted long-term incentive award amounts as follows for fiscal 2024:

  57. Compensation Discussion and Analysis

    The grant date values allocated to PSUs and RSUs were divided by the closing price of the Company’s common stock on the grant date ($120.54 as of October 23, 2023) to convert those dollar values into total numbers of stock units initially awarded to each Named Executive Officer. While the number of PSUs granted was based upon a target level, the actual number of PSUs actually earned may be as low as 0% if the Company fails to meet the threshold performance level for both performance measures. Alternatively, the number of PSUs actually earned may be as high as 200% if the Company meets or exceeds the maximum performance level for both performance measures. The dollar values allocated to stock options were converted to a number of stock options by using the Black-Scholes option pricing formula on the grant date. Under the terms of the individual award agreements, both the PSUs and RSUs awarded to Named Executive Officers for fiscal 2024 are payable in common stock and provide the Named Executive Officers with special cash dividend equivalents which entitle them to receive any special cash dividend paid by the Company while the PSUs and RSUs are outstanding; provided, however, that any special cash dividend equivalents will be converted into additional units and will not be payable until all applicable vesting and performance conditions have been met. No cash payment or dividend equivalent will be payable in connection with any regular quarterly dividends. In addition, awards under the PSUs, RSUs and stock options are subject to certain anti-dilution adjustments in the event of a stock split, stock dividend, merger or other similar corporate transaction. The Committee has adopted a policy regarding the timing of grants of

  58. Compensation Discussion and Analysis

    PSUs, RSUs and stock options to employees which generally provides that such grants will be made on an annual basis during the first quarter or at the beginning of the second quarter of the fiscal year and at least two business days after the Company has issued its full-year earnings release for the prior fiscal year. The specific terms of the PSU, RSU and stock option grants made to the Named Executive Officers for fiscal 2024 are as follows: Performance Stock Unit (PSU) Awards. PSUs represent a right to receive a certain target number of shares of the Company’s common stock at a specified time in the future if certain performance objectives have been met during the specified performance period leading up to the payout of the PSU. PSUs are, therefore, designed to reward achievement of specific performance objectives over this period. Historically, the Committee has awarded PSUs with a threshold payout of 50% of the target number and a maximum payout of 200% of the target number. In addition to requiring satisfaction of the applicable threshold performance levels, PSUs are only payable if the recipient remains employed with the Company until payout occurs after the end of the performance period (or under certain circumstances involving a change in control, death or complete disability, as discussed in the “Termination Payments” section below). Each PSU awarded in fiscal 2024 has a three-year performance period running through the end of fiscal 2026 (i.e. August 31, 2026) with any earned PSUs cliff vesting on November 1, 2026. The Committee selected a three-year performance period because measuring performance over a long period would be less affected by cyclical variations in the Company’s business and one-time events. The Committee felt that a three-year period was commonly used by similar companies for this reason. The Committee chose total stockholder return relative to a select peer group (“Relative Total Stockholder Return”) and return on invested capital (“ROIC”), each equally weighted, as the performance measures to be used to determine PSU payouts for the three-year performance period. Ultimately, the Committee chose to base PSU payouts on Relative Total Stockholder Return and ROIC because it determined that they align executives’ potential payouts with stockholder value creation and continue to encourage the efficient use of capital. Additionally, these performance measures could be easily quantified and calculated for the purposes of determining whether the Company had met the necessary performance requirements. The Committee assigned equal weighting to Relative Total Stockholder Return and ROIC for purposes of determining PSU payouts in order to drive profitable growth and focus on appropriate asset management. Although the Committee feels that Relative Total Stockholder Return and ROIC reasonably approximate the connection between executive performance and stockholder value, future developments could possibly prompt the Committee to make subsequent PSU awards according to different performance measures. For purposes of PSUs awarded in fiscal 2024, “Total Stockholder Return” means with respect to the Company or other entities (if measured on a relative basis), (i) the change in the market price of the entity’s common stock (as measured by the average of the closing prices for the entity’s common stock over the 20 trading days prior to the end and the beginning of the three-year performance period), divided by (ii) the beginning market price (as measured by the average of the closing prices for the entity’s common stock over the 20 trading days prior to the beginning of the three-year performance period), all of which is adjusted for any changes in equity structure, including but not limited to stock splits and stock dividends. “Relative Total Stockholder Return” is calculated by comparing the Company’s Total Stockholder Return to the Total Stockholder Returns of 30 peer companies consisting of S&P 600 companies in the Agriculture and Farm Machinery, Construction Machinery and Heavy Transportation Equipment, and Industrial Machinery and Supplies and Components industries, and other entities commonly understood to be the Company’s competitors, the stock of which is believed to be exposed to and react to similar external and industry forces as the Company’s common stock. The resulting 30-company peer group used for the Relative Total Stockholder Return analysis consists of the following companies:

  59. Compensation Discussion and Analysis

    In the event a member of the above peer group experiences a bankruptcy, that entity shall remain in the peer group but shall drop to the bottom of the ranking (i.e., lowest Total Stockholder Return). In the event that a member of the above peer group is acquired or delisted, that entity shall be removed from the peer group. For purposes of PSUs awarded in fiscal 2024, “ROIC” is calculated in the following manner: Net Operating Income After Tax (Average* Invested Capital**)

  60. Compensation Discussion and Analysis

    | | Total Stockholder Return (50% weight) | ROIC (50% weight) | Payout as % of Target | | Maximum | 75th Percentile | 14% | 200% | | Target | 50th Percentile | 12% | 100% | | Threshold | 25th Percentile | 10% | 50% | | Below Threshold | — | — | 0% |

  61. Compensation Discussion and Analysis

    Fiscal 2022-2024 Performance. The end of fiscal 2024 marked the end of the three-year performance period for PSUs granted in fiscal 2022. For this performance period, the Company achieved three-year Relative Total Stockholder Return in the 15th percentile (resulting in a 0% payout for this component) and three-year average Return on Invested Capital of 13% (resulting in a maximum 200% payout for this component), which equated to a cumulative payout percentage of 100% of target. In accordance with the terms of the PSUs earned for this performance period, Mr. Wood was issued 5,996 shares of common stock (resulting from 5,996 PSUs awarded in fiscal 2022), Mr. Ketcham was issued 1,455 shares of common stock (resulting from 1,445 PSUs awarded in fiscal 2022), Mr. Oberto was issued 770 shares of common stock (resulting from 770 PSUs awarded in fiscal 2022), and Mr. Marion was issued 770 shares of common stock (resulting from 770 PSUs awarded in fiscal 2022). No payouts have yet been earned with respect to the PSUs awarded in fiscal 2023 and fiscal 2024 which have three-year performance periods ending at the end of fiscal 2025 and fiscal 2026, respectively. For PSUs granted in fiscal 2022, “Relative Total Stockholder Return” and “Return on Invested Capital” or “ROIC” were calculated in the same manner as described above for PSUs granted in fiscal 2024. For purposes of calculating Relative Total Stockholder Return, three members of the originally approved peer group, including CIRCOR International, Inc., were acquired and thus removed from the peer group for PSUs granted in fiscal 2022. Otherwise, except for the exclusion of 3D Systems Corporation, Kennametal Inc., and Trinity Industries, Inc. (which were included in the Company’s peer group for PSUs granted in fiscal 2024), the peer group for PSUs granted in fiscal 2022 was identical to the peer group identified above for PSUs granted in fiscal 2024. Restricted Stock Unit (RSU) Awards. For the previously discussed reasons, the Committee determined that one quarter of each Named Executive Officer’s long-term incentive award should consist of RSUs. RSUs represent a right to receive a certain number of shares of the Company’s common stock at a specified time in the future, but are not conditioned upon achieving any specific performance objectives, and are only payable if the recipient remains employed by the Company at the end of the vesting period leading up to the payout of the RSU (or under certain circumstances involving a change in control, death or complete disability, as discussed in the “Termination Payments” section below). RSUs are designed primarily to encourage retention of executive officers and key employees. The RSUs awarded in fiscal 2024 vest according to a three-year schedule, with one-third of the RSUs vesting on November 1 of each fiscal year following the fiscal year of their award contingent upon the Named Executive Officer’s continued employment with the Company. Upon vesting, each RSU converts into a share of the Company’s common stock. Nonqualified Stock Option Awards. Nonqualified stock options represent an option to purchase shares of the Company’s common stock at a price equal to the closing price on the New York Stock Exchange of the Company’s common stock on the grant date. Stock options have a 10-year term and, in order to be consistent with other long-term equity awards, stock options awarded in fiscal 2024 vest and become exercisable ratably over a 3-year period (one-third each year) on November 1 of the next three calendar years following the grant date contingent upon the Named Executive Officer’s continued employment with the Company (or under certain circumstances involving a change in control, death or complete disability, as discussed in the “Termination Payments” section below). The stock options are designed to motivate executives to increase stockholder value as the stock options will only have value if stockholders also benefit from increasing stock prices. The nonqualified stock options awarded in fiscal 2024 have an exercise price of $120.54, which is equal to the closing price on the New York Stock Exchange of the Company’s common stock on the grant date of October 23, 2023. No stock option may be exercised more than 10 years from the date of grant.

  62. Compensation Discussion and Analysis

    Stock Ownership Guidelines. The Committee intends that annual grants of long-term incentive awards will create a layering effect that will provide constant motivation and alignment of executive and stockholder interests extending into the future and will support executive retention. In December 2014, the Board adopted formal stock ownership guidelines applicable to all members of senior management. Each Named Executive Officer is expected to reach his respective ownership guideline within seven years after the date of his appointment as an officer. In addition to shares owned by the executive, outstanding RSUs and in-the-money stock options, net of taxes and exercise price, are counted toward the ownership guideline. PSUs are not counted toward the ownership guideline until they are earned, vested and distributed to the executive. The following table sets forth the applicable stock ownership guideline for each Named Executive Officer and the current ownership multiple for such officer as of the Record Date.

  63. Compensation Discussion and Analysis

    Anti-Pledging/Hedging Policy. Please carefully review the “Corporate Governance—Hedging and Pledging” section of this Proxy Statement above for a detailed discussion of the Company’s pledging and hedging policy. Other Employee Benefits. The Company also provides certain other benefits to its Named Executive Officers in the normal course of business as appropriate to be competitive with market practice. In addition to this standard benefits package, Named Executive Officers are provided supplemental life insurance coverage and offered participation in a concierge executive health program. Named Executive Officers may also participate in an annual executive physical program that provides each of them with a comprehensive health and wellness examination that goes beyond the standard physical examinations covered by most insurance programs and which reduces the risk for a significant business disruption by striving to prevent and/or timely treat executive illness. In fiscal 2022, the Company adopted a nonqualified deferred compensation plan to allow a select group of eligible participants, including all Named Executive Officers, to elect to defer a portion of their compensation without regard to the tax code limitations applicable to tax-qualified plans. Additional information regarding the deferred compensation plan for this group is included under “Nonqualified Deferred Compensation” below. Other benefits provided to the Named Executive Officers are those which are generally available to all employees of the Company, subject to the satisfaction of certain eligibility requirements, such as participation in Company-sponsored health and dental insurance, life insurance and disability benefits, and the employee stock purchase plan. The Company and employee participants share in the cost of these programs. The Company maintains a qualified 401(k) retirement plan to which the Company makes matching contributions corresponding to employee contributions. The Company’s Named Executive Officers are eligible to participate in each of these employee benefit plans. See the Summary Compensation Table for additional information about the value of benefits and perquisites provided to Named Executive Officers in fiscal 2024. Termination Payments. The Company is party to arrangements with its Named Executive Officers that provide for termination payments under several possible scenarios, including payments that are triggered by a change in control of the Company. For all equity awards issued and outstanding under the Company’s 2015 Long-Term Incentive Plan, there will be no acceleration of vesting of RSUs and options upon a change in control unless (i) such awards are not assumed or substituted by the acquirer or (ii) the acquirer’s securities are not publicly traded in the United States, in which case, vesting would be fully accelerated. In the event of a change in control of the Company, outstanding PSUs will convert into

  64. Compensation Discussion and Analysis

    an amount of Company common stock that is prorated to account for the amount of time the Named Executive Officers held the PSUs prior to the change in control transaction and will be paid out based on the probable or expected level of Relative Total Stockholder Return and ROIC at the time of the change in control. The Company has entered into employment agreements with each Named Executive Officer which do provide for certain additional compensation to them if their employment with the Company is terminated without cause. All termination provisions are designed to provide these executive officers with cash to provide for their living expenses in situations where their employment was not terminated voluntarily or for cause. As provided in Mr. Wood’s employment agreement, if Mr. Wood’s employment is terminated without cause other than at any time within one year following a change of control, he will receive severance compensation equal to one and one-half times the sum of his annual base salary plus target bonus. If Mr. Wood is terminated without cause within one year following a change in control, then he will receive severance compensation equal to three times the sum of his annual base salary plus target bonus. In the case of Messrs. Ketcham, Oberto, and Marion, each of them will be entitled to receive a lump sum payment equal to his annual salary if his employment is terminated without cause other than at any time within one year following a change in control or the sum of his annual salary plus target bonus if his employment is terminated without cause or if he terminates his employment for good reason within one year following a change in control. Potential Payments Upon Termination or Change in Control. The following tables set forth the estimated amount of the benefits that each of the Named Executive Officers would have received under a variety of hypothetical termination and change in control scenarios occurring on August 31, 2024. All of the information presented in the following tables is provided for illustrative purposes only.

  65. TERMINATION SCENARIOS NOT INVOLVING A CHANGE IN CONTROL

    TERMINATION SCENARIOS NOT INVOLVING A CHANGE IN CONTROL

  66. TERMINATION SCENARIOS NOT INVOLVING A CHANGE IN CONTROL

    | | Termination of NEO’s employment by the Company without Cause occurring on August 31, 2024: | | Termination of NEO’s employment by reason of the NEO’s death or disability occurring on August 31, 2024: | | | | Name | Cash Payment ($)(1) | Accelerated Equity Awards ($)(2) | Cash Payment ($) | Death/Disability Benefit ($)(3) | Accelerated Equity Awards ($)(4) | | Randy A. Wood | $2,430,000 | — | — | $1,000,000 | $2,529,619 | | Brian L. Ketcham | $445,000 | — | — | $945,000 | $633,519 | | Gustavo E. Oberto | $421,000 | — | — | $921,000 | $397,452 | | J. Scott Marion | $380,000 | — | — | $880,000 | $397,452 |

  67. TERMINATION SCENARIOS NOT INVOLVING A CHANGE IN CONTROL

    | (1) These amounts represent the payments that the Named Executive Officers (“NEOs”) would receive under their employment agreements if the Company should terminate their employment without Cause prior to a Change in Control (each as defined in the applicable employment agreement). |

  68. TERMINATION SCENARIOS NOT INVOLVING A CHANGE IN CONTROL

    | (2) The NEOs’ RSU and PSU award agreements both require that an NEO must remain employed with the Company on the scheduled RSU and PSU vesting date. In this scenario, if an NEO’s employment with the Company were to terminate on August 31, 2024, then that NEO would automatically forfeit the entirety of his previously issued and outstanding RSUs and PSUs. |

  69. TERMINATION SCENARIOS NOT INVOLVING A CHANGE IN CONTROL

    | (3) These amounts represent the amount of life insurance benefits that the NEO’s designated beneficiaries would receive upon the NEO’s death under life insurance coverage provided by the Company. The amounts do not include any additional benefits which might be paid out under supplemental coverage purchased by the NEOs on their own accord through the Company. The Company also provides disability insurance for the NEOs. In the event of a complete disability, the NEOs would first receive six months of short term disability benefits through regular payroll equal to 75% of their base salary. The disabled NEOs would then receive monthly long-term payments equal to 66.7% of their monthly base salary capped at $12,500 a month, continuing until they reach age 65. |

  70. TERMINATION SCENARIOS NOT INVOLVING A CHANGE IN CONTROL

    | (4) These amounts represent (i) the value of PSU and RSU awards which would convert into shares of Company common stock, and (ii) the in-the-money value of unvested stock options that would vest following the termination of an NEO’s employment as a result of the NEO’s death or complete disability. These amounts do not include the value of stock options that had already vested prior to the triggering event. Following a termination as a result of death or complete disability, (a) unvested stock options will become fully vested, (b) each outstanding RSU will automatically convert into one share of Company common stock, and (c) outstanding PSUs will convert into an amount of Company common stock that is prorated to account for the amount of time the NEOs held the PSUs prior to termination by reason of death or complete disability and will be paid out based on the probable or expected level of achievement with respect to the applicable performance measures at the time of termination by reason of death or complete |

  71. TERMINATION SCENARIOS NOT INVOLVING A CHANGE IN CONTROL

    | | PROPOSAL 1 ELECTION OF DIRECTORS |

  72. TERMINATION SCENARIOS NOT INVOLVING A CHANGE IN CONTROL

    | disability (i.e., Relative Total Stockholder Return and ROIC). For illustrative purposes, these amounts were calculated assuming that the Company would have achieved a “target” level performance during the period prior to the termination by death or complete disability and that it would be probable and expected following the termination for the Company to continue that “target” performance for the remainder of the PSU award period. These amounts were calculated using the $124.05 closing price of the Company’s common stock on the last trading day prior to the assumed date of termination by reason of death or complete disability of August 31, 2024. |

  73. CHANGE IN CONTROL SCENARIOS

    CHANGE IN CONTROL SCENARIOS

  74. CHANGE IN CONTROL SCENARIOS

    | | Scenario 1–The Company undergoes a Change in Control on August 31, 2024, where (i) the Company does not terminate the NEO’s employment without Cause and (ii) the NEO does not terminate his employment with Good Reason, and (iii) the NEO’s awards are assumed or substituted by an acquirer with securities that are publicly traded in the United States. | | Scenario 2–The Company undergoes a Change in Control on August 31, 2024, where (i) the Company does not terminate the NEO’s employment without Cause and (ii) the NEO does not terminate his employment with Good Reason, and (iii)(a) the NEO’s equity awards are not assumed or substituted by the acquirer and/or (b) the acquirer’s securities are not publicly traded in the United States. | | Scenario 3–The Company undergoes a Change in Control on August 31, 2024 and on that same date the Company either terminates the NEO’s employment without Cause or the NEO terminates his employment with Good Reason. | | | Name | Cash Payment ($) | Accelerated Equity Awards ($)(1) | Cash Payment ($) | Accelerated Equity Awards ($)(1) | Cash Payment ($)(2) | Accelerated Equity Awards ($)(1) | | Randy A. Wood | — | $2,489,932 | — | $2,529,619 | $4,860,000 | $2,529,619 | | Brian L. Ketcham | — | $623,599 | — | $633,519 | $734,250 | $633,519 | | Gustavo E. Oberto | — | $390,509 | — | $397,452 | $589,000 | $397,452 | | J. Scott Marion | — | $390,509 | — | $397,452 | $652,550 | $397,452 |

  75. CHANGE IN CONTROL SCENARIOS

    | (1) These amounts represent (i) the value of PSU and RSU awards which would convert into shares of Company common stock, and (ii) the in-the-money value of unvested stock options that would vest upon a Change in Control. These amounts do not include the value of stock options that had already vested prior to the triggering event. Following a Change in Control, with respect to all equity awards issued under the Company’s 2015 Long-Term Incentive Plan that are assumed or substituted by an acquirer with securities that are publicly traded in the United States, (a) there will be no acceleration of vesting of stock options or RSUs and (b) outstanding PSUs will convert into an amount of Company common stock that is prorated to account for the amount of time the NEOs held the PSUs prior to the Change in Control transaction and will be paid out, as applicable, based on the probable or expected level of achievement with respect to the applicable performance measures at the time of the Change in Control (i.e., Relative Total Stockholder Return and ROIC). Following a Change in Control, with respect to all equity awards issued under the Company’s 2015 Long-Term Incentive Plan that are not assumed or substituted by an acquirer or if an acquirer’s securities are not publicly traded in the United States: (I) unvested stock options will become fully vested, (II) each outstanding RSU will automatically convert into one share of Company common stock, and (III) outstanding PSUs will convert into an amount of Company common stock that is prorated to account for the amount of time the NEOs held the PSUs prior to the Change in Control transaction and will be paid out, as applicable, based on the probable or expected level of achievement with respect to the applicable performance measures at the time of the Change in Control (i.e., Relative Total Stockholder Return and ROIC). For illustrative purposes, these amounts were calculated assuming that the Company would have achieved a “target” level performance during the period prior to the Change in Control and that it would be probable and expected following the Change in Control for the Company to continue that “target” performance for the remainder of the PSUs award period. These amounts were calculated using the $124.05 closing price of the Company’s common stock on the last trading day prior to the assumed Change in Control date of August 31, 2024. |

  76. CHANGE IN CONTROL SCENARIOS

    | (2) These amounts represent the payments that each NEO with an effective employment agreement would receive under his employment agreement if the Company should terminate his employment without Cause or if he should terminate his employment with Good Reason (each as defined in the applicable employment agreement) within one year following a Change in Control. |

  77. CHANGE IN CONTROL SCENARIOS

    Tax Considerations. The Committee considers the impact of applicable tax laws with respect to executive compensation. Section 162(m) of the Internal Revenue Code of 1986, as amended (“Section 162(m)”), imposes an annual, individual limit of $1 million on the deductibility of the Company’s compensation payments to the chief executive officer and certain other Named Executive Officers. Prior to the effectiveness of the Tax Cuts and Jobs Act of 2017, the deduction limit did not apply to performance-based compensation, provided that certain conditions were satisfied. However, the Tax Cuts and Jobs Act of 2017 eliminated the Section 162(m) provisions exempting performance-based compensation from the $1 million deduction limit, subject to an exception for remuneration pursuant to a written binding contract which was in effect on November 2, 2017. As a result, while the Committee attempted to preserve, to the extent practicable, the deductibility of all compensation payments to the Company’s executive officers until the tax law change, the Company is generally no longer able to take a deduction for any annual compensation paid to its current or former

  78. CHANGE IN CONTROL SCENARIOS

    | | PROPOSAL 1 ELECTION OF DIRECTORS |

  79. CHANGE IN CONTROL SCENARIOS

    Named Executive Officers in excess of $1 million and does not limit executive compensation to amounts deductible under Section 162(m).

  80. Pay Ratio Information

    Pay Ratio Information The Company is providing the following information about the relationship of the annual total compensation of its employees and the annual total compensation of Randy A. Wood, its Chief Executive Officer for fiscal 2024. The pay ratio included in this information is a reasonable estimate calculated in a manner consistent with applicable securities regulations. This information is being provided for the purposes of compliance with the pay ratio disclosure requirement. Neither the Human Resources and Compensation Committee nor management of the Company used the pay ratio measure in making compensation decisions. Under Instruction 2 to Item 402(u) of Regulation S-K under the Exchange Act (“Regulation S-K”), the median employee may be identified once every three years if there is no impact to the pay ratio disclosure. On August 31, 2022, the date which was originally selected to identify the median employee (the “Pay Ratio Date”), the Company had approximately 683 U.S. employees and 579 non-U.S. employees, for a total of 1,262 employees. This population consisted of the Company’s full-time, part-time, seasonal and temporary employees. In determining the median employee, the Company excluded from its employee population all of its 31 employees then located in Italy pursuant to a de minimis exemption permitted under SEC rules. Also, as reported in the Company’s previous Proxy Statements, to identify the median employee from the Company’s employee population, a comparison was made of the amount of base salary and wages plus target cash bonus for each employee who was employed on the Pay Ratio Date as reflected in payroll records from September 1, 2021 to August 31, 2022, excluding the Company’s Chief Executive Officer. The compensation was annualized for employees who were hired during the measurement year but did not work for the Company the entire year, excluding seasonal and temporary employees. No cost-of-living adjustments were made in identifying the median employee. The median employee we identified for fiscal 2022 was no longer employed by the Company at the end of fiscal 2024. Therefore, as there were no other changes in the Company’s employee population that the Company reasonably believes would significantly change this pay ratio disclosure and as allowed under SEC rules, we identified a new median employee for fiscal 2024 whose compensation was substantially similar to the original median employee selected for fiscal 2022. As in prior years, the annual total compensation for the median employee continued to be calculated using the same methodology used for the Company’s Named Executive Officers as set forth in the Summary Compensation Table. For fiscal 2024, the total compensation for Mr. Wood was $3,650,302 and the annual total compensation for the median employee was $52,978, which resulted in a ratio of 68.9 to 1. The SEC rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. The Company believes that the calculated ratios are reasonable estimates calculated in a manner consistent with the pay ratio disclosure requirements. The pay ratios reported by other companies, including those within the Company’s peer group and industry, may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios.

  81. Pay Ratio Information

    | | PROPOSAL 1 ELECTION OF DIRECTORS |

  82. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE

  83. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All other Compensation ($) | Total ($) | | Randy A. Wood | 2024 | 807,577 | 1,658,702 | 499,996 | 672,300 | 11,727(4) | 3,650,302 | | President and Chief Executive Officer | 2023 | 769,171 | 1,536,658 | 481,223 | 1,062,292 | 10,353 | 3,859,697 | | | 2022 | 719,279 | 1,311,505 | 436,696 | 1,090,777 | 9,374 | 3,567,631 | | Brian L. Ketcham | 2024 | 444,358 | 414,676 | 124,966 | 244,416 | 18,056(5) | 1,246,472 | | Senior Vice President and | 2023 | 429,239 | 398,952 | 124,998 | 378,241 | 17,017 | 1,348,447 | | Chief Financial Officer | 2022 | 405,336 | 318,317 | 106,091 | 395,087 | 16,241 | 1,241,072 | | Gustavo E. Oberto | 2024 | 420,404 | 290,080 | 87,467 | 192,187 | 4,478(6) | 994,616 | | President – Irrigation | 2023 | 404,660 | 259,319 | 81,240 | 298,396 | 3,224 | 1,046,839 | | | 2022 | 383,322 | 168,422 | 56,181 | 316,100 | 2,767 | 926,792 | | J. Scott Marion | 2024 | 381,123 | 290,080 | 87,467 | 173,470 | 16,041(7) | 948,181 | | President – Infrastructure | 2023 | 366,526 | 259,319 | 81,240 | 278,472 | 14,891 | 1,000,448 | | | 2022 | 336,962 | 141,388 | 43,750 | 192,318 | 11,639 | 726,057 |

  84. SUMMARY COMPENSATION TABLE

    | (1) These awards consist of both RSUs and PSUs granted under the Company’s 2015 Long-Term Incentive Plan. The RSUs vest one-third per year over three years and the PSUs cliff vest on November 1 following the end of their respective three-year performance periods. The amount shown reflects the aggregate grant date fair value computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC 718”), Stock Compensation, assuming a payout at target for equity incentive plan awards. Assuming the maximum level of performance was achieved for the PSUs awarded in fiscal 2024, the grant date fair value of these awards would have been: Mr. Wood, $2,142,608; Mr. Ketcham, $535,652; Mr. Oberto, $374,658; and Mr. Marion, $374,658. |

  85. SUMMARY COMPENSATION TABLE

    | (2) These awards consist of stock option awards granted under the Company’s 2015 Long-Term Incentive Plan. Stock options vest one-third per year over three years on November 1 of each year following the date of grant. The amounts shown reflect the grant date fair value as computed in accordance with ASC 718, Stock Compensation. The assumptions used to calculate the grant date fair value of stock option awards are included in Note 19 to the consolidated financial statements contained in the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2024. |

  86. SUMMARY COMPENSATION TABLE

    | (3) These amounts represent annual cash incentive awards received under the Company’s Management Incentive Plan for each fiscal year. |

  87. SUMMARY COMPENSATION TABLE

    | (4) Consists of $7,123 in matching contributions to the Company’s defined contribution profit-sharing and 401(k) plan for fiscal 2024, $1,385 in premiums for supplemental life insurance for fiscal 2024, $2,719 in fees for participation in a concierge executive health program, and $500 in health savings account contributions for fiscal 2024. |

  88. SUMMARY COMPENSATION TABLE

    | (5) Consists of $10,312 in matching contributions to the Company’s defined contribution profit-sharing and 401(k) plan for fiscal 2024, $3,975 in premiums for supplemental life insurance for fiscal 2024, $2,719 in fees for participation in a concierge executive health program, $750 in health savings account contributions for fiscal 2024, and $300 in fitness reimbursements for fiscal 2024. |

  89. SUMMARY COMPENSATION TABLE

    | (6) Consists of $1,943 in matching contributions to the Company’s defined contribution profit-sharing and 401(k) plan for fiscal 2024, $1,385 in premiums for supplemental life insurance for fiscal 2024, and $850 in health savings account contributions for fiscal 2024. |

  90. SUMMARY COMPENSATION TABLE

    | (7) Consists of $10,220 in matching contributions to the Company’s defined contribution profit-sharing and 401(k) plan for fiscal 2024, $2,590 in premiums for supplemental life insurance for fiscal 2024, $2,731 in fees for participation in a concierge executive health program for fiscal 2024, $500 in health savings account contributions for fiscal 2024, and $300 in fitness reimbursements for fiscal 2024. |

  91. SUMMARY COMPENSATION TABLE

    | | PROPOSAL 1 ELECTION OF DIRECTORS |

  92. SUMMARY COMPENSATION TABLE

    The following table sets forth information concerning each grant of an award made to the Company’s Named Executive Officers during the last completed fiscal year under the Company’s 2015 Long-Term Incentive Plan and Management Incentive Plan for fiscal 2024.

  93. GRANTS OF PLAN-BASED AWARDS

    GRANTS OF PLAN-BASED AWARDS

  94. GRANTS OF PLAN-BASED AWARDS

    | | Grant Date | Approval Date | Number of Non-Equity Incentive Plan Units Granted (#) | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All other Stock Awards: Number of Shares of Stock or Units(3) (#) | All Other Option Awards: Number of Securities Under- lying Options(4) (#) | Exercise or Base Price of Option Awards ($/Sh)(5) | Grant date fair value of stock and option awards ($)(6) | | Name | | | | Thres- hold ($) | Target ($) | Maxi- mum ($) | Thres- hold (#) | Target (#) | Maxi- mum (#) | | | | | | Randy A. Wood | 10/23/23 | 10/23/23 | — | 405,000 | 810,000 | 1,620,000 | 4,148 | 8,296 | 16,592 | 4,148 | 11,307 | $120.54 | $2,158,698 | | Brian L. Ketcham | 10/23/23 | 10/23/23 | — | 144,625 | 289,250 | 578,500 | 1,037 | 2,074 | 4,148 | 1,037 | 2,826 | $120.54 | $539,641 | | Gustavo E. Oberto | 10/23/23 | 10/23/23 | — | 115,775 | 231,550 | 463,100 | 725 | 1,451 | 2,902 | 725 | 1,978 | $120.54 | $377,547 | | J. Scott Marion | 10/23/23 | 10/23/23 | — | 104,500 | 209,000 | 418,000 | 725 | 1,451 | 2,902 | 725 | 1,978 | $120.54 | $377,547 |

  95. GRANTS OF PLAN-BASED AWARDS

    | (1) Amounts reflect grants made under the Management Incentive Plan for fiscal 2024 (the 2024 MIP is discussed in the “Compensation Discussion and Analysis” section). Actual payouts earned under the program for fiscal 2024 can be found in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. |

  96. GRANTS OF PLAN-BASED AWARDS

    | (2) These awards consist of PSUs granted in fiscal 2024 under the Company’s 2015 Long-Term Incentive Plan for the fiscal 2024 to fiscal 2026 performance period. The amounts shown equal the aggregate number of shares of common stock into which the PSUs will convert if certain threshold, target and maximum performance objectives are met. |

  97. GRANTS OF PLAN-BASED AWARDS

    | (3) These awards consist of RSUs granted in fiscal 2024 under the Company’s 2015 Long-Term Incentive Plan. The amounts shown equal the aggregate number of shares of common stock into which the RSUs will convert if the grantee maintains his employment with the Company for the entire vesting period. These RSUs vest according to a three-year schedule, with one-third of the RSUs vesting on November 1 of each fiscal year following the fiscal year of the award. |

  98. GRANTS OF PLAN-BASED AWARDS

    | (4) These awards consist of stock options granted in fiscal 2024 under the Company’s 2015 Long-Term Incentive Plan. The amounts shown equal the aggregate number of shares of common stock into which the stock options will convert if the grantee maintains his employment with the Company for the entire vesting period. These options vest according to a three-year schedule, with one-third of the options vesting on November 1 of each fiscal year following the fiscal year of the award. |

  99. GRANTS OF PLAN-BASED AWARDS

    | (5) The exercise price is the closing price of the Company’s common stock on the date of grant. |

  100. GRANTS OF PLAN-BASED AWARDS

    | (6) Amounts are computed in accordance with ASC 718, Stock Compensation. PSUs are valued assuming a payout at target. The assumptions used to calculate the grant date fair value of stock option awards are included in Note 19 to the consolidated financial statements contained in the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2024. |

  101. GRANTS OF PLAN-BASED AWARDS

    | | PROPOSAL 1 ELECTION OF DIRECTORS |

  102. GRANTS OF PLAN-BASED AWARDS

    The following table sets forth information concerning unexercised options, stock that has not vested and equity incentive plan awards for each of the Company’s Named Executive Officers that were outstanding as of the end of the last completed fiscal year.

  103. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

  104. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | Option Awards | | | | | Stock Awards | | | | | | Number of Securities Underlying Unexercised Options (#) | Number of Securities Underlying Unexercised Options (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Been Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Name | Exercisable | Unexercisable | | | | | | | | | Randy A. Wood | 3,809 | — | — | $78.23 | 10/21/2026 | | | | | | | 3,840 | — | — | $91.56 | 10/31/2027 | | | | | | | 3,743 | — | — | $91.82 | 10/22/2028 | | | | | | | 3,825 | — | — | $94.41 | 10/31/2029 | | | | | | | 3,015 | — | — | $110.42 | 10/26/2030 | | | | | | | 4,709 | — | — | $127.47 | 1/4/2031 | | | | | | | 6,964 | 3,483 | — | $145.93 | 10/25/2031 | | | | | | | 2,888 | 5,778 | — | $156.16 | 10/24/2032 | | | | | | | — | 11,307 | — | $120.54 | 10/23/2033 | | | | | | | | | | | | 7,202(2) | 893,408 | | | | | | | | | | | | 20,455(3) | $2,537,443 | | Brian L. Ketcham | 3,999 | — | — | $78.23 | 10/21/2026 | | | | | | | 3,840 | — | — | $91.56 | 10/31/2027 | | | | | | | 3,743 | — | — | $91.82 | 10/22/2028 | | | | | | | 3,825 | — | — | $94.41 | 10/31/2029 | | | | | | | 3,015 | — | — | $110.42 | 10/26/2030 | | | | | | | 1,692 | 846 | — | $145.93 | 10/25/2031 | | | | | | | 750 | 1,501 | — | $156.16 | 10/24/2032 | | | | | | | — | 2,826 | — | $120.54 | 10/23/2033 | | | | | | | | | | | | 1,814(2) | 225,027 | | | | | | | | | | | | 5,129(3) | $636,252 | | Gustavo E. Oberto | 2,326 | — | — | $94.41 | 10/31/2029 | | | | | | | 1,834 | — | — | $110.42 | 10/26/2030 | | | | | | | 171 | — | — | $127.47 | 1/4/2031 | | | | | | | 896 | 448 | — | $145.93 | 10/25/2031 | | | | | | | 487 | 976 | — | $156.16 | 10/24/2032 | | | | | | | — | 1,978 | — | $120.54 | 10/23/2033 | | | | | | | | | | | | 1,201(2) | $148,984 | | | | | | | | | | | | 3,261(3) | $404,527 | | J. Scott Marion | 1,639 | — | — | $90.71 | 1/30/2028 | | | | | | | 1,770 | — | — | $91.82 | 10/22/2028 | | | | | | | 1,809 | — | — | $94.41 | 10/31/2029 | | | | | | | 1,426 | — | — | $110.42 | 10/26/2030 | | | | | | | 896 | 448 | — | $145.93 | 10/25/2031 | | | | | | | 487 | 976 | — | $156.16 | 10/24/2032 | | | | | | | — | 1,978 | — | $120.54 | 10/23/2033 | | | | | | | | | | | | 1,201(2) | 148,984 | | | | | | | | | | | | 3,261(3) | $404,527 |

  105. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (1) The market value of unearned shares is calculated using $124.05 per share, which was the closing market price of the Company’s common stock on the NYSE on August 30, 2024, the last trading day of fiscal 2024. |

  106. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (2) These awards consist of RSUs granted under the Company’s 2015 Long-Term Incentive Plan. These RSUs vest one-third per year, vesting ratably on each November 1 following the end of the fiscal year of their respective grant date. |

  107. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (3) These awards consist of PSUs granted under the Company’s 2015 Long-Term Incentive Plan. These PSUs cliff vest on November 1 following the end of their respective three-year performance period. Each PSU converts into one share of common stock if target levels of performance are achieved, but may ultimately convert into a larger or smaller amount of stock depending upon actual performance achieved over the relevant three-year performance period. |

  108. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | PROPOSAL 1 ELECTION OF DIRECTORS |

  109. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    The following table sets forth information concerning exercised options and vesting of stock awards for each of the Company’s Named Executive Officers as of the end of the last completed fiscal year.

  110. OPTION EXERCISES AND STOCK VESTED

    OPTION EXERCISES AND STOCK VESTED

  111. OPTION EXERCISES AND STOCK VESTED

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) (1) | Value Realized on Vesting ($) | | Randy A. Wood | — | — | 8,327 | 1,054,032 | | Brian L. Ketcham | — | — | 2,925 | 370,247 | | Gustavo E. Oberto | — | — | 1,911 | 241,894 | | J. Scott Marion | — | — | 1,443 | 182,655 |

  112. OPTION EXERCISES AND STOCK VESTED

    | (1) These awards consist of (i) the portion of RSUs granted during fiscal 2021, 2022 and 2023 that vested and converted into shares of common stock during fiscal 2024 and (ii) the portion of PSUs granted during fiscal 2021 that vested and converted into shares of common stock during fiscal 2024. The value realized upon vesting was calculated by multiplying the number of vesting RSUs and PSUs by the $126.58 closing price of the Company’s common stock on November 1, 2023. |

  113. Pension Benefits

    Pension Benefits The Company does not provide for any defined benefit and actuarial pension plans for its Named Executive Officers. Accordingly, no tabular disclosure is being provided under this heading.

  114. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation The Human Resources and Compensation Committee approved the Lindsay Corporation Nonqualified Deferred Compensation Plan (the “Deferred Compensation Plan”) pursuant to an Adoption Agreement executed on April 30, 2022. The Deferred Compensation Plan, effective May 1, 2022, is an unfunded, non-qualified deferred compensation plan intended to be exempt from the vesting, funding and fiduciary requirements set forth in Title I of the Employee Retirement Income Security Act of 1974, as amended. The Deferred Compensation Plan allows a select group of eligible participants, including all Named Executive Officers, to elect to defer the receipt of up to 80% of their base salaries and up to 100% of their bonuses, and to receive such deferred compensation in the form of a lump sum or periodic annual installments at certain future dates as elected by the participant or upon the occurrence of certain events such as death or six months following separation from service, including in the event of an unforeseeable emergency, as defined in the Deferred Compensation Plan. Participant contributions will be fully vested at all times. Employer contributions will not be made under the Deferred Compensation Plan. Deferral and distribution elections are made by participants in accordance with the Deferred Compensation Plan and Section 409A of the Internal Revenue Code of 1986, as amended. Each participant’s deferred compensation account will be deemed invested in investment vehicles selected by the participant from a list made available by the Deferred Compensation Plan’s administrator from time to time. These investment alternatives will be substantially identical to the mutual fund offerings available under the Company’s 401(k) plan. The deemed investment accounts represent an unfunded, unsecured promise by the Company to pay such amounts in the future, and do not represent ownership of, or any ownership interest in, any particular assets of the Company. Payments under the Deferred Compensation Plan will be made from the assets of a trust established by the Company as a reserve for benefits payable under the Deferred Compensation Plan. The trust’s assets remain subject to the claims of the Company’s general creditors.

  115. Nonqualified Deferred Compensation

    | | PROPOSAL 1 ELECTION OF DIRECTORS |

  116. Nonqualified Deferred Compensation

    The following table summarizes the activity within the Deferred Compensation Plan during fiscal 2024 for the Named Executive Officers.

  117. Nonqualified Deferred Compensation

    | Name | Aggregate Balance at August 31, 2023 ($) | Executive Contributions in Fiscal 2024 ($) (1) | Company Contributions in Fiscal 2024 ($) | Aggregate Earnings in Fiscal 2024 ($) (2) | Aggregate Withdrawals / Distributions ($) | Aggregate Balance at August 31, 2024 ($) | | Randy A. Wood | 203,808 | 100,000 | — | 9,918 | — | 313,726 | | Brian L. Ketcham | 328,096 | 244,416 | — | 15,524 | — | 588,036 | | Gustavo E. Oberto | 23,210 | 21,706 | — | 8,319 | — | 53,235 | | J. Scott Marion | 104,572 | 83,969 | — | 30,024 | — | 218,565 |

  118. Nonqualified Deferred Compensation

    | (1) The executive contribution amounts included in this table are derived from the Salary and Non-Equity Incentive Plan Compensation columns of the Summary Compensation Table. |

  119. Nonqualified Deferred Compensation

    | (2) Earnings (losses) are based on investment vehicles selected by the participant from a list made available by the Deferred Compensation Plan’s administrator. These investment alternatives are substantially identical to the mutual fund offerings available under the Company’s 401(k) plan. Earnings (losses) vary based on participant investment elections. These amounts are not included in the Summary Compensation Table because earnings (losses) were not preferential or above market. |

  120. Nonqualified Deferred Compensation

    | | PROPOSAL 1 ELECTION OF DIRECTORS |

  121. Pay Versus Performance

    Pay Versus Performance The Company is providing the following information about the relationship of the “compensation actually paid” to its Chief Executive Officer and the “average compensation actually paid” to its other Named Executive Officers (“Other NEOs”), as calculated under the pay versus performance proxy rules adopted by the SEC under the Dodd-Frank Act, for fiscal 2024, fiscal 2023, fiscal 2022, and fiscal 2021 to certain financial performance measures. This information is being provided for the purposes of compliance with the pay versus performance disclosure requirement. Neither the Human Resources and Compensation Committee nor management of the Company used the pay ratio measure in making compensation decisions. For information regarding the decisions made by the Human Resources and Compensation Committee regarding Named Executive Officers’ compensation and for additional details on how the Company aligns pay with performance, see the “Compensation Discussion and Analysis” and “Executive Compensation” sections in this Proxy Statement.

  122. Pay Versus Performance

    | • | The “compensation actually paid” amounts are calculated by making SEC-required adjustments to the “Total” compensation amounts for the Named Executive Officers presented in the Summary Compensation Table. The dollar amounts for “compensation actually paid” in the table below do not reflect the actual amount of compensation earned, realized, or received by the Chief Executive Officer or any individual Named Executive Officer during the applicable fiscal years. A significant portion of the value reflected in the table remains subject to forfeiture if underlying vesting conditions for equity awards are not achieved. |

  123. Pay Versus Performance

    | • | The financial performance measures presented are Company total shareholder return (“Company TSR”), peer group total shareholder return (“Peer Group Index TSR”), net earnings, and ROIC. The peer group shown for the purposes of this pay versus performance disclosure is the S&P 600 Construction Machinery & Heavy Transportation Equipment Index, a peer group index that is presented in the Company Stock Performance graph in the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2024. |

  124. Pay Versus Performance Table – Fiscal 2024

    Pay Versus Performance Table – Fiscal 2024

  125. Pay Versus Performance Table – Fiscal 2024

    | Year (1)(2) | Summary Compensation Table Total for PEO (Wood) | Compensation Actually Paid (3) to PEO (Wood) | Summary Compensation Table Total for PEO (Hassinger) | Compensation Actually Paid (3) to PEO (Hassinger) | Average Summary Compensation Table Total for Other NEOs | Average Compensation Actually Paid (3) to Other NEOs | Value of Initial Fixed $100 Investment Based on: | | Net Earnings ($M) | ROIC (6) (%) | | | | | | | | | Company TSR (4) | Peer Group Index TSR (5) | | | | 2024 | 3,650,302 | 2,731,764 | — | — | 1,063,089 | 883,965 | 129.13 | 214.76 | 66.3 | 11.0 | | 2023 | 3,859,697 | 1,520,230 | — | — | 1,131,911 | 425,907 | 127.70 | 168.07 | 72.4 | 13.4 | | 2022 | 3,567,631 | 3,810,758 | — | — | 964,640 | 1,089,884 | 163.38 | 122.66 | 65.5 | 14.8 | | 2021 | 2,203,151 | 4,245,023 | 4,820,110 | 12,926,718 | 878,122 | 1,876,659 | 166.30 | 127.44 | 42.6 | 10.4 |

  126. Pay Versus Performance Table – Fiscal 2024

    | (1) Mr. Wood succeeded Timothy L. Hassinger as PEO on January 1, 2021; each was a PEO for part of fiscal 2021. Mr. Wood was PEO for the entirety of fiscal 2022, fiscal 2023, and fiscal 2024. |

  127. Pay Versus Performance Table – Fiscal 2024

    | (2) Other NEOs were Messrs. Ketcham, Oberto, and Marion for each of the reported fiscal years. |

  128. Pay Versus Performance Table – Fiscal 2024

    | | PROPOSAL 1 ELECTION OF DIRECTORS |

  129. Pay Versus Performance Table – Fiscal 2024

    | (3) See following table for additional details about the calculation of the “compensation actually paid” value. |

  130. Pay Versus Performance Table – Fiscal 2024

    | | SCT Total Compensation | Less Equity Amounts Reported in SCT | | Plus Fair Value of Equity Awards Granted During the Fiscal Year | Change in Fair Value From Prior Fiscal Year of Unvested and Outstanding Awards | Change in Fair Value From Prior Fiscal Year for Awards Vesting in the Fiscal Year | Fair Value of Awards as of the Prior Fiscal Year that Failed to Meet Vesting Conditions During the Year | Compensation Actually Paid | | ($) | | Stock Awards | Options | | | | | | | PEO (Wood) | | | | | | | | | | FY24 | 3,650,302 | (1,658,702) | (499,996) | 1,816,249 | (528,357) | (47,733) | — | 2,731,764 | | FY23 | 3,859,697 | (1,536,658) | (481,223) | 1,776,897 | (1,370,685) | (727,799) | — | 1,520,230 | | FY22 | 3,567,631 | (1,311,505) | (436,696) | 1,735,808 | 371,558 | (116,038) | — | 3,810,758 | | FY21 | 2,203,151 | (826,466) | (264,114) | 1,870,315 | 603,291 | 658,846 | — | 4,245,023 | | PEO (Hassinger) | | | | | | | | | | FY21 | 4,820,110 | (1,720,411) | (549,891) | 6,758,957 | 3,465,209 | 152,744 | — | 12,926,718 | | Average of Non-PEO NEOs | | | | | | | | | | FY24 | 1,063,089 | (331,612) | (99,967) | 363,093 | (102,278) | (8,361) | — | 883,965 | | FY23 | 1,131,911 | (305,863) | (95,826) | 353,726 | (353,397) | (304,644) | — | 425,907 | | FY22 | 964,640 | (209,376) | (68,674) | 289,147 | 170,698 | (56,551) | — | 1,089,884 | | FY21 | 878,122 | (212,218) | (66,245) | 561,400 | 377,848 | 337,754 | — | 1,876,659 |

  131. Pay Versus Performance Table – Fiscal 2024

    | (4) Company TSR assumes an initial $100 investment in Lindsay Corporation stock beginning on August 31, 2020. Company TSR is cumulative, with the value determined at the end of each applicable fiscal year, calculated in accordance with Item 201(e) of Regulation S-K, as modified by the pay versus performance proxy rules adopted by the SEC under the Dodd-Frank Act. |

  132. Pay Versus Performance Table – Fiscal 2024

    | (5) The peer group for the purposes of this pay versus performance disclosure is the S&P 600 Construction Machinery & Heavy Transportation Equipment Index, which is used by the Company for purposes of compliance with Item 201(e) of Regulation S-K. Peer Group Index TSR is calculated in accordance with Item 201(e) of Regulation S-K, as modified by the pay versus performance proxy rules adopted by the SEC under the Dodd-Frank Act. |

  133. Pay Versus Performance Table – Fiscal 2024

    | (6) The SEC requires disclosure of a Company-selected measure. The Company-selected measure for fiscal 2024 is ROIC, which is calculated in the following manner for each fiscal year: |

  134. Pay Versus Performance Table – Fiscal 2024

    Net Operating Income After Tax (Average* Invested Capital**)

  135. Pay Versus Performance Table – Fiscal 2024

    | * - This average will be computed using the beginning and ending amounts of Invested Capital for the applicable fiscal year. |

  136. Pay Versus Performance Table – Fiscal 2024

    | ** - Invested Capital means Total Interest-Bearing Debt plus Shareholders’ Equity. |

  137. Pay Versus Performance Table – Fiscal 2024

    | | PROPOSAL 1 ELECTION OF DIRECTORS |

  138. Compensation of Directors

    Compensation of Directors In addition to the regular compensation reviews that the Committee conducts for the executive officer compensation program (as discussed in the Compensation Discussion and Analysis), the Committee also evaluates the Company’s compensation program for its Board of Directors. Based substantially upon Meridian’s compensation analysis, the Committee recommended, and the Board of Directors approved, (i) a $5,000 increase in the annual cash retainer paid to non-employee directors, (ii) a $5,000 increase in the annual cash retainer paid to the Chairperson of the Board of the Directors, and (iii) a $20,000 increase in the award value of RSUs annually granted to non-employee directors. Each of the aforementioned changes was deemed effective as of September 1, 2023, the first day of fiscal 2024. For fiscal 2024, non-employee directors of the Company received annual cash retainers of $80,000, some or all of which they could elect to receive in the form of RSUs to be granted on the date of the Annual Meeting (along with the regular annual grant of RSUs discussed below). In addition, for fiscal 2024, the Chairperson of the Board of Directors received $75,000 for serving in that capacity, the Chairperson of the Audit Committee received $20,000 for serving as such Chairperson, the Chairperson of the Human Resources and Compensation Committee received $15,000 for serving as such Chairperson, and the Chairperson of the Corporate Governance and Nominating Committee received $15,000 for serving as such Chairperson. No additional cash retainers were paid to non-chair Board committee members for committee service. Directors are reimbursed for expenses they incur in attending meetings and are reimbursed for attending continuing education programs up to $5,000 per year or as otherwise approved by the Chairperson of the Board of Directors. Additionally, for fiscal 2024, each director received an annual grant of RSUs with an award value of $120,000 with the award being made on the date of the Annual Meeting. The number of RSUs to be awarded is based on

  139. Compensation of Directors

    | | PROPOSAL 1 ELECTION OF DIRECTORS |

  140. Compensation of Directors

    the closing price of the Company’s common stock on the grant date, and the RSUs are payable in shares of common stock under the 2015 Long-Term Incentive Plan. Accordingly, on January 9, 2024, each continuing non-employee director received an award of 907 RSUs, all of which vested on November 1, 2024. For fiscal 2024, new directors who are not employees of the Company would have received a one-time grant of RSUs with an award value equal to the prorated amount of the last annual grant of RSUs based on the amount of time the new director will serve on the Board of Directors until the next annual meeting of stockholders, with the grant being made on the date of their first regular Board meeting as a director. The number of units awarded would equal the prorated amount divided by the closing stock price on the date of grant. These RSUs vest on the earlier of November 1 following the date of grant or the date of the next annual meeting of stockholders. In addition to the cash retainers and RSUs described above, all non-employee directors were eligible to participate in the Lindsay Corporation Directors Nonqualified Deferred Compensation Plan, which was implemented during fiscal 2023 and provides non-employee directors with the ability to defer the receipt of some or all of their RSUs, whether received in lieu of their annual cash retainer or as part or all of their regular annual grant of RSUs. This program did not provide above-market or preferential earnings (as defined by SEC rules). In December 2014, the Board adopted formal stock ownership guidelines applicable to both senior management and directors. Directors are expected to maintain stock ownership equal to five times the Board annual cash retainer within five years of their election as a director. In addition to shares owned by the directors, outstanding RSUs and vested but deferred RSUs are counted toward the ownership guidelines. With the exception of Messrs. Gokcen and Di Si, who joined the Board in February 2021 and January 2022, respectively, all non-employee directors maintain stock ownership in excess of the Board’s stock ownership guidelines as of the Record Date (based on the 200-day average daily closing price of a share of the Company’s common stock on the NYSE as of such date). The following table sets forth the compensation paid to the Company’s directors in fiscal 2024. Mr. Wood also served as a director for the duration of fiscal 2024, but his compensation is discussed within the various tables included within the Compensation Discussion and Analysis contained within this Proxy Statement.

  141. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  142. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (1) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Robert E. Brunner | 155,000 | 120,000(3) | — | — | — | — | 275,000 | | Michael N. Christodolou | 80,000 | 120,000 | — | — | — | — | 200,000 | | Pablo Di Si | 1,789(2) | 198,211(2)(3) | — | — | — | — | 200,000 | | Ibrahim Gokcen | 80,000 | 120,000 | — | — | — | — | 200,000 | | Mary A. Lindsey | 100,000 | 120,000(3) | — | — | — | — | 220,000 | | Consuelo E. Madere | 95,000 | 120,000(3) | — | — | — | — | 215,000 | | David B. Rayburn | 95,000 | 120,000 | — | — | — | — | 215,000 |

  143. DIRECTOR COMPENSATION

    | (1) These awards consist of RSUs granted in fiscal 2024 under the Company’s 2015 Long-Term Incentive Plan. These RSUs vested on November 1, 2024. |

  144. DIRECTOR COMPENSATION

    | (2) With respect to his Board service from and after the Fiscal 2023 Annual Meeting, Mr. Di Si elected to receive his annual cash retainer in the form of RSUs. |

  145. DIRECTOR COMPENSATION

    | (3) These RSUs vested on November 1, 2024 but have been deferred pursuant to an election permitted by the Lindsay Corporation Directors Nonqualified Deferred Compensation Plan. The non-employee director shall have no voting rights with respect to the shares associated with such deferred RSUs while they remain deferred. |

  146. DIRECTOR COMPENSATION

    | | PROPOSAL 1 ELECTION OF DIRECTORS |