DEF 14A of Matthews International Corp
Filed Jan 20, 2026 · FY20250001193125-26-015869
Proxy Statement
| Summary Compensation Table for Fiscal Year Ended September 30, 2025 | 83 | | Grants of Plan-Based Awards Table for Fiscal Year Ended September 30, 2025 | 85 | | Outstanding Equity Awards at Fiscal Year-End for Fiscal Year Ended September 30, 2025 | 86 | | Stock Vested for Fiscal Year Ended September 30, 2025 | 87 | | Retirement Benefits | 87 | | Nonqualified Deferred Compensation Table for Fiscal Year Ended September 30, 2025 | 87 | | CEO Pay Ratio | 88 | | Potential Payments Upon Termination or Change in Control | 88 | | Pay Versus Performance (“PVP”) | 90 | | Audit Committee Matters | 96 | | Report of the Audit Committee | 96 | | Relationship with Independent Registered Public Accounting Firm | 97 | | Certain Transactions with Related Persons | 98 | | Delinquent Section 16(a) Reports | 98 | | Shareholders Sharing the Same Address | 98 | | Shareholder Proposals and Director Nominations for the 2027 Annual Meeting | 99 | | Other Matters | 99 | | Appendix A – Additional Information Regarding Non-GAAP Financial Measures | A-1 | | Appendix B – Second Amended and Restated 2019 Director Fee Plan | B-1 | | Appendix C-1 – Amended and Restated Articles of Incorporation | C-1-1 | | Appendix C-2 – Amended and Restated Articles of Incorporation (Marked) | C-2-1 | | Appendix D – Amendment to Articles of Incorporation to Declassify the Board of Directors | D-1 | | Appendix E – Amendment to Articles of Incorporation to Adopt a Majority of Votes Cast Standard in Uncontested Elections of Directors | E-1 | | Appendix F – Amendment to Articles of Incorporation to Eliminate Certain Supermajority Voting Requirements | F-1 | | Appendix G – Proxy Card | G-1 |
Proposal 1 – Election of Directors (Page 34)
Proposal 1 – Election of Directors (Page 34) You are being asked to vote on the election of four (4) directors. The Board has nominated four (4) highly qualified incumbent directors who have critical skills and experience that relevant to the Company’s businesses:
Proposal 1 – Election of Directors (Page 34)
| Nominees of the Board | Age | Director Since | Occupation | Experience/ Qualification | Independent (Yes/No) | Committee Assignments/ Chair Positions | | Thomas A. Gebhardt | 65 | 2025 | Former Interim Chief Executive Officer and Director of Imprint Energy Inc.; Operating Partner, Automotive and Chief Executive Officer, Filtran LLC of Madison Industries; and Chairman and Chief Executive Officer, North America of Panasonic Corporation | Experience and knowledge in diverse high-tech and industrial businesses | Yes | Audit, Governance and Sustainability | | Aleta W. Richards | 60 | 2023 | President of Crane Currency | Strong background and expertise in international business, marketing, sales, strategy as well as human resources and people management | Yes | Audit, Governance and Sustainability | | David A. Schawk | 70 | 2014 | Former Group President, SGK Brand Solutions and Former Chief Executive Officer and President of Schawk Inc. | Experience as a chief executive officer and director of a multinational brand development and brand management company | Yes | Finance, M&A Review | | Francis S. Wlodarczyk | 60 | 2024 | Former Senior Vice President, Intelligent Devices, Rockwell Automation | Experience and knowledge in many global manufacturing industries, and in particular, automation | Yes | Audit, Compensation (Chair), Executive |
Proposal 1 – Election of Directors (Page 34)
Additional information about the background and experience of these nominees can be found in the section of this Proxy Statement captioned “Proposal 1 – Election of Directors.” Alvaro Garcia-Tunon, whose term expires at the 2028 Annual Meeting of Shareholders, will retire upon the certification of the vote at the Annual Meeting, which will cause the Board’s director classes to be imbalanced. In the event that Proposal 6 to declassify the Board is not approved at the Annual Meeting, the Board intends to effect a rebalancing of the classes to ensure that the classes are as nearly equal as possible, as required by Pennsylvania law. To effect this rebalancing, each of the Board’s nominees (Thomas A. Gebhardt, Aleta W. Richards, David A. Schawk and Francis S. Wlodarczyk) has submitted a conditional resignation letter to the Board that requires whichever of them is re-elected to the Board and receives the fewest votes at the Annual Meeting to resign immediately following the Annual Meeting, and the Board has unanimously voted to re-appoint such person to fill the vacancy created by Mr. Garcia-Tunon’s retirement. As a result, such person will serve through the 2028 Annual Meeting of Shareholders, and not the 2029 Annual Meeting of Shareholders in the event Proposal 6 is not approved. Such re-classification will not occur in the event that Proposal 6 is approved. On this Proposal 1, the Board unanimously recommends voting “FOR” the election of the Board’s four nominees (Thomas A. Gebhardt, Aleta W. Richards, David A. Schawk, and Francis S. Wlodarczyk).
Board of Directors
Board of Directors The Board of Directors is the ultimate governing body of the Company. As such, it functions within a framework of duties and requirements established by Pennsylvania statute, government regulations, court decisions and the Company’s organizational documents. Generally, the Board reviews and confirms the overarching objectives and broad policies of the Company, approves various important transactions, appoints the officers of the Company and monitors the Company’s performance in key results areas. The Board also has oversight responsibility of the processes established to report and monitor systems for material risks applicable to the Company. The full Board regularly reviews enterprise-wide risk management, which includes risks in the areas of compliance, operations, strategy, reporting, treasury, enterprise value, and insurable risks. In addition, each Board committee plays a significant role in carrying out the risk oversight function. The executive committee of the Board (the “Executive Committee”) assists in monitoring and assessing relevant risks between the times at which the full Board convenes. The governance and sustainability committee of the Board (the “Governance and Sustainability Committee”) oversees risks related to corporate governance, ethics and environmental, social, and governance (“ESG”) considerations. The audit committee of the Board (the “Audit Committee”) oversees risks related to financial reporting and control; environmental and health matters; management policies and guidelines; legal claims and issues; anti-corruption and regulatory compliance; cybersecurity; and information technology. The finance committee of the Board (the “Finance Committee”) oversees the Company’s financial policies, strategies and capital structure. The compensation committee of the Board (the “Compensation Committee”) oversees risks related to human resources, succession planning and compensation. The Mergers and Acquisitions Review Committee of the Board (the “M&A Review Committee”) provides oversight of integration planning and implementation of the Company’s significant acquisitions on an as-needed basis.
Compensation of Directors
Compensation of Directors Director compensation is determined and administered by the Governance and Sustainability Committee. In performing its duties, the Governance and Sustainability Committee consults with various independent third-party advisors. In fiscal 2025, the Governance and Sustainability Committee consulted with Pay Governance, LLC, an independent executive compensation consulting firm. Under the Company’s Amended and Restated 2019 Director Fee Plan, for fiscal 2025, each eligible non-employee director that served on the Board for the entire fiscal year received an annual retainer valued at $90,000, which was payable either in cash or in shares of the Company’s Common Stock, as determined by the Governance and Sustainability Committee. If payable in cash, a director may elect to receive the annual retainer in (a) shares of Common Stock or (b) Common Stock credited to a deferred stock account as phantom stock. If the annual retainer is paid in shares of Common Stock, a director may defer the receipt of such Common Stock into a deferred stock account as phantom stock. Each non-employee director is also eligible to receive an annual stock-based grant in the form of either non-statutory stock options, stock appreciation rights, restricted shares or restricted share units (“RSUs”). The form and value of the awards are determined by the Governance and Sustainability Committee. The value of the annual grants awarded for fiscal 2025 was $140,000, issued in the form of RSUs, which vest on the second anniversary of the date of the grant. The non-employee Chairperson of the Board received an additional annual retainer fee of $120,000 in fiscal 2025, which was paid in cash. In fiscal 2025, each chairperson of a committee of the Board received an additional $10,000 retainer fee ($17,500 in the case of the Audit Committee chairperson; $12,500 in the case of the Compensation Committee chairperson) for their services as a committee chairperson. In addition, in fiscal 2025, Mr. Dunlap and Mr. Schawk, the non-employee members of the M&A Review Committee, received $1,500 per day of service on the M&A Review Committee. Prior to his retirement, Mr. Whitaker was a member of the M&A Review Committee and was entitled to receive $1,500 for each day of service on such committee. As of January 2025, the Company has discontinued the payment of fees to in connection with service on the M&A Review Committee. Other than this daily fee with respect to the M&A Review Committee, directors receive no other meeting fees. The Company does not provide any retirement benefits or perquisites to any of its non-employee directors. The following table summarizes the director compensation earned by the non-employee directors of the Company who served during fiscal 2025.
Non-Employee Director Compensation Table for Fiscal Year Ended September 30, 2025
Non-Employee Director Compensation Table for Fiscal Year Ended September 30, 2025
Non-Employee Director Compensation Table for Fiscal Year Ended September 30, 2025
| Name | Fees Earned or Paid in Cash | Stock Awards (1) | Total | | A. Garcia-Tunon | $210,000 | $140,000 | $350,000 | | G.S. Babe(2) | — | — | — | | K.E. Dietze | 100,000 | 140,000 | 240,000 | | T.L. Dunlap | 101,500 | 140,000 | 241,500 | | L.D. Etzkorn | 107,500 | 140,000 | 247,500 | | T.A. Gebhardt(3) | 90,000 | 140,000 | 230,000 | | J.M. Nauman(4) | 109,167 | 140,000 | 249,167 | | M.K. O’Brien | 100,000 | 140,000 | 240,000 | | A.W. Richards | 90,000 | 140,000 | 230,000 | | D.A. Schawk | 91,500 | 140,000 | 231,500 | | F.S. Wlodarczyk | 102,500 | 140,000 | 242,500 | | J.R. Whitaker(5) | 3,000 | — | 3,000 |
Non-Employee Director Compensation Table for Fiscal Year Ended September 30, 2025
| (1) Amounts in this column reflect the grant date fair value of awards of restricted share units of Common Stock granted during fiscal 2025 computed in accordance with Financial Accounting Standards Board ASC Topic 718; however, the estimates of forfeitures related to service-based vesting conditions are disregarded for purposes of this valuation. There were no forfeitures of restricted awards by any of the directors during fiscal 2025. On March 13, 2025, each of the non-employee directors then serving on the Board were awarded 6,228 restricted share units with a grant date fair value of $140,000. |
Non-Employee Director Compensation Table for Fiscal Year Ended September 30, 2025
| (2) Mr. Babe resigned from the Board effective February 13, 2025. Mr. Babe served as the Chief Technology Officer of the Company through March 1, 2025 and as such was not entitled to any additional compensation for services as a director. Mr. Babe is not a named executive officer for fiscal year 2025 pursuant to Item 402(a)(3) of Regulation S-K. |
Non-Employee Director Compensation Table for Fiscal Year Ended September 30, 2025
| (3) Mr. Gebhardt was appointed to the Board on February 17, 2025. |
Non-Employee Director Compensation Table for Fiscal Year Ended September 30, 2025
| (4) Mr. Nauman was elected by the shareholders to the Board on February 20, 2025, the date of the Company’s 2025 annual meeting of shareholders. The fees paid in cash for Mr. Nauman reflect his annual retainer of $90,000 plus a supplement (based on pro-rata annual retainer) for services rendered in connection with his nomination to the Board at the 2025 annual meeting of shareholders. |
Non-Employee Director Compensation Table for Fiscal Year Ended September 30, 2025
| (5) Mr. Whitaker retired from the Board on February 20, 2025, the date of the Company’s 2025 annual meeting of shareholders. The fees paid in cash for Mr. Whitaker reflect attendance at two meetings of the M&A Review Committee during fiscal 2024. |
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS
Board Composition and Director Nominations
Board Composition and Director Nominations The Articles of Incorporation of the Company provide that the Board of Directors has authority to set the number of directors constituting the full Board, provided that such number shall not be less than five or more than fifteen. Subject to the adjustment described below, the Board has currently fixed the number of directors constituting the full Board at eleven. From time to time, the Board reassesses the number of directors constituting the full Board and, in anticipation of future retirements or other changes in the composition of the Board, may consider expanding or contracting the size of the Board. Pursuant to the Company’s Articles of Incorporation, the Board of Directors is divided into three classes. The terms of office of the three classes of directors end in successive years. If Proposal 6 is approved by the shareholders at the Annual Meeting, the Company will, upon filing the Amended and Restated Articles with the Pennsylvania Department of State, begin a process of declassifying the Board. This process is expected to be completed by the 2028 Annual Meeting of Shareholders, at which time the Amended and Restated Articles all directors will be subject to election at each Annual Meeting of Shareholders. Mr. Garcia-Tunon, whose term expires at the 2028 Annual Meeting of Shareholders, will retire upon the certification of the vote at the Annual Meeting, which will cause the Board’s director classes to be imbalanced. In the event that Proposal 6 to declassify the Board is not approved at the Annual Meeting, the Board intends to effect a rebalancing of the classes to ensure that the classes are as nearly equal as possible, as required by Pennsylvania law. To effect this rebalancing, each of the Board’s nominees (Thomas A. Gebhardt, Aleta W. Richards, David A. Schawk and Francis S. Wlodarczyk) has submitted a conditional resignation letter to the Board that requires whichever of them is re-elected to the Board and receives the fewest votes at the Annual Meeting to resign immediately following the Annual Meeting, and the Board has unanimously voted to re-appoint such person to fill the vacancy created by Mr. Garcia-Tunon’s retirement. As a result, such person will serve through the 2028 Annual Meeting of Shareholders, and not the 2029 Annual Meeting of Shareholders in the event Proposal 6 is not approved. Such re-classification will not occur in the event that Proposal 6 is approved. Nominations for election to the Board of Directors may be made by the Governance and Sustainability Committee or by the shareholders pursuant to the provisions set forth in the Company’s Articles of Incorporation and Amended and Restated By-laws.
Nominees for Director
Nominees for Director As described under “—The Board’s Process for Selecting Director Nominees and Filling Vacancies” below, in considering candidates for election to the Board, the Governance and Sustainability Committee and the Board assesses a candidate’s background, skills, diversity, personal characteristics and business experience and applies the following criteria and qualifications to candidates, which are expected to:
Nominees for Director
| • | be of the highest ethical character, share the values of the Company, have reputations, both personal and professional, consistent with the image and reputation of the Company, |
Nominees for Director
| • | be highly accomplished in their respective field, with superior credentials and recognition, and |
Nominees for Director
| • | provide the relevant expertise and experience necessary to assist the Board and the Company to increase shareholder value. |
Nominees for Director
After consideration of the foregoing, the Board of Directors unanimously nominated each of Thomas A. Gebhardt, Aleta W. Richards, David A. Schawk, and Francis S. Wlodarczyk for election to the Board to serve for a one-year term that will end in 2027 and until their successors are elected and qualified, subject to the approval of the proposal to amend the Articles of Incorporation to declassify the Board of Directors (Proposal 6) at the Annual Meeting and the filing of the Amended and Restated Articles with the Pennsylvania Department of State. If such conditions are not satisfied, the nominees will be elected to three-year terms that will end in 2029 and until their successors are elected and qualified. As provided under Section 1758(b)(2) of the PBCL, directors will be elected on a plurality basis. This means that the four (4) director nominees receiving the greatest number of votes cast “FOR” their election will be elected. “WITHHOLD” votes and any broker non-votes will be counted for purposes of determining if there is a quorum at the Annual Meeting for this vote but will not be counted as votes cast and will result in the applicable nominee(s) receiving fewer votes cast “FOR” such nominee(s). The Board of Directors unanimously recommends that you vote “FOR” the election of the Board of Directors’ nominees, Thomas A. Gebhardt, Aleta W. Richards, David A. Schawk, and Francis S. Wlodarczyk, each of whom is highly qualified, on the proxy card. If you are a registered holder and submit a validly executed proxy card but do not specify how you want to vote your shares with respect to the election of directors, then your shares will be voted in line with the Board’s recommendation with respect to the proposal, i.e., “FOR” the four nominees proposed by the Board. Each nominee nominated or recommended by the Board has consented to being named in a proxy statement for the Annual Meeting and to serve as a director if elected. If any of the nominees nominated or recommended by the Board become unavailable to serve as a director before the Annual Meeting, the Board may designate a substitute nominee or reduce the number of directors. In that event the Board designates a substitute nominee, the persons named as proxies will vote for the substitute nominee designated by the Board. If any substitute nominee is so designated, we will file an amended proxy statement that, as applicable, identifies the substitute nominee, discloses that such nominee has consented to being named in the amended proxy statement and to serve as a director if elected, and includes certain biographical and other information about such nominee required by the applicable rules promulgated by the SEC. At this time, the Board knows of no reason why any of the four nominees nominated or recommended by the Board would not be able to serve as a director if elected. If you are a beneficial holder and properly mark, sign and return your voting instruction form or complete your proxy via Internet, your shares will be voted as you direct your bank or broker. However, if you sign and return your voting instruction form but do not specify how you want your shares voted with respect to the election of directors, then your shares will be voted in line with the Board’s recommendation with respect to the proposal, i.e., “FOR” the four nominees proposed by the Board of Directors and named in this Proxy Statement. In addition, depending on the bank or broker through which you hold your shares, your votes on all the other proposals may also be invalidated and not counted. Please carefully review the instructions provided by your bank or broker. It is therefore important that you provide specific instructions to your broker or bank regarding the election of directors so that your vote with respect to this item is counted.
The Board’s Process for Selecting Director Nominees and Filling Vacancies
The Board’s Process for Selecting Director Nominees and Filling Vacancies The Company’s process for identifying and evaluating director nominees and filling director vacancies includes determination of the professional skills and background desired to serve the best interests and current needs of the Company and its shareholders, possible retention of a third-party search firm to assist in the identification and evaluation of director candidates, consideration of candidates nominated by shareholders (if any), evaluation of a candidate’s credentials and experience by the Governance and Sustainability Committee (including personal interviews with selected candidates), and a formal recommendation by the Governance and Sustainability Committee to the Board of Directors regarding the candidate considered to be the most qualified to be nominated for election to the Board or to fill the director vacancy. The Governance and Sustainability Committee assesses a candidate’s background, skills, diversity, personal characteristics and business experience and applies the following criteria and qualifications: candidates are to be of the highest ethical character; share the values of the Company; have reputations, both personal and professional, consistent with the image and reputation of the Company; be highly accomplished in their respective field, with superior credentials and recognition; and provide the relevant expertise and experience necessary to assist the Board and the Company to increase shareholder value. The Board may prioritize the foregoing criteria depending on the current needs of the Board and the Company. The Board does not have a formal diversity policy for selecting directors but considers diversity of race, gender and national origin to be relevant factors that are weighed with other criteria in recommending and nominating directors for election to the Board of Directors of Matthews.
Information About Current Directors Standing for Re-Election
Information About Current Directors Standing for Re-Election The table below sets forth, as of the date of this Proxy Statement, certain information that has been furnished to us by each current director standing for re-election:
Information About Current Directors Standing for Re-Election
| Name | Age | Director Since | | Thomas A. Gebhardt A, G | 65 | 2025 | | Aleta W. Richards A, G | 60 | 2023 | | David A. Schawk F, M | 70 | 2014 | | Francis S. Wlodarczyk A, C, E | 60 | 2024 |
Information About Current Directors Standing for Re-Election
(A)– Member of the Audit Committee as of the date of this Proxy Statement (C)– Member and Chairperson of the Compensation Committee as of the date of this Proxy Statement (E) – Member of the Executive Committee as of the date of this Proxy Statement (F) – Member of the Finance Committee as of the date of this Proxy Statement (G) – Member of the Governance and Sustainability Committee as of the date of this Proxy Statement (M)– Member of the M&A Review Committee as of the date of this Proxy Statement
Additional Information About Current Directors and Board Nominees
Additional Information About Current Directors and Board Nominees The paragraphs below provide further information about each Board Nominee, each of whom has been nominated for election at the Annual Meeting by the Board, and each current director, including all positions he or she holds, his or her principal occupation and business experience for the past five years, and the names of other publicly held companies for which he or she currently serves as a director or served as a director during the past five years. We believe that all of our directors and director nominees display personal and professional integrity; satisfactory levels of education and/or business experience; broad-based business acumen; an appropriate level of understanding of our business and its industry and other industries relevant to our business; the ability and willingness to devote adequate time to the work of the Board and its committees; a fit of skills and personality with those of our other directors that helps build a board of directors that is effective, collegial and responsive to the needs of our company; strategic thinking and a willingness to share ideas; a diversity of experiences, expertise and background; and the ability to represent the interests of all of our shareholders. The information presented below regarding each director and nominee for director also sets forth specific experience, qualifications, attributes and skills that led the Board to the conclusion that he or she should serve as a director in light of our business and structure.
The Board’s Nominees
The Board’s Nominees Thomas A. Gebhardt, age 65, was appointed to the Board of Directors in February 2025. Most recently, Mr. Gebhardt served as the Interim Chief Executive Officer of Imprint Energy, Inc., a printable battery start-up company, from May 2022 until its acquisition by CCL Design in August 2023. Mr. Gebhardt also served as a director of Imprint Energy, Inc. from March 2022 until the closing of its acquisition. Prior to that time, Mr. Gebhardt served as the Operating Partner, Automotive and Chief Executive Officer, of Filtran LLC of Madison Industries, a private holding company with diversified holdings, from August 2019 until June 2021. Mr. Gebhardt also worked for Panasonic Corporation, a comprehensive electronics manufacturer, in a variety of roles over 34 years, including Chairman and Chief Executive Officer, North America from 2017-2019, where he led a $13 billion enterprise comprising diverse high-tech and industrial businesses. At Panasonic, he also served as President and Chief Operating Officer, Automotive Systems, Americas from 2011-2017, and President Industrial Group, America from 2009-2011. Mr. Gebhardt has also previously held roles at Duracell, a leader in the primary battery market in North America, and OHM Electronic, an electronic component distribution company. Mr. Gebhardt serves as chair of the boards of Cedar Electronics, a holding company for numerous automotive and communication brands, including the Escort radar and Noveon Magnetics Inc., a manufacturer of magnetic materials, products, and systems. He received a Bachelor of Science degree in Marketing from Northern Illinois University. The Board believes that Mr. Gebhardt is well-qualified to serve on the Board due to his experience and knowledge in diverse high-tech and industrial businesses. Aleta W. Richards, age 60, was appointed to the Board of Directors in February 2023. Dr. Richards was appointed President of Crane Currency, located in Alpharetta, Georgia, in October 2024. In this position, she leads the global business, which provides security features, paper and printed banknotes into the global currency industry. Prior to this role, from July 2021 to September 2024, Dr. Richards was the Executive Vice President, Global Head of Specialty Films for Covestro Deutschland AG located in Dormagen, Germany, leading the specialty films business with full income statement responsibility. She also served as the Senior Vice President sales and market development – Coatings, Adhesives and Specialties North America from February 2018 to June 2021 and Vice President, Regional Product Management for APAC, polycarbonates (located in Shanghai, China) and Vice President Regional Product Management for NAFTA, polycarbonates from July 2014 to January 2018. She also held several executive positions with Bayer Corporation including Vice President of HR Services, Vice President of Global Key Accounts and Strategic Marketing for Coatings, as well as a number of other key management and professional positions. Dr. Richards also served as a director on the board of Crime Science Technology, a European company that develops and markets security features for identity documents and banknotes. Dr. Richards has a Bachelor of Science degree in Business from the University of Pittsburgh, an MBA from the Katz School, University of Pittsburgh and a Doctor of Business Administration from the Ross School of Business, Georgia State University. The Board believes that Dr. Richards is well-qualified to serve on the Board with her strong background and expertise in international business, marketing, sales, strategy as well as human resources and people management. David A. Schawk, age 70, has served on the Board of Directors of the Company since the Company’s acquisition of Schawk Inc. (“Schawk”) in July 2014. Effective November 2019, Mr. Schawk retired from his role as Group President, SGK Brand Solutions and as an officer of the Company, which he held from July 2014. Mr. Schawk previously served as Schawk’s Chief Executive Officer since 1992, and Chief Executive Officer and President for more than five years prior thereto. He also served on the Schawk board of directors since 1992. Mr. Schawk received a Bachelor of Arts degree in International Business Relations from DePaul University. The Board believes that Mr. Schawk is well-qualified to serve on the Board based on his experience as a Chief Executive Officer and director of a multinational brand development and brand management company. Francis S. Wlodarczyk, age 60, was appointed to the Board of Directors in April 2024. Mr. Wlodarczyk retired as Senior Vice President, Intelligent Devices, Rockwell Automation, in January 2023. In this role, he led a multi-billion dollar global business, responsible for strategic direction, growth, and profitability. Throughout his tenure at Rockwell Automation, Mr. Wlodarczyk served in multiple senior leadership positions in the U.S. and Europe, including roles in general management, strategy development, sales, business development and engineering. Mr. Wlodarczyk brings 35 years of experience in industrial automation working with global and regional manufacturers in many industries, including automotive, material handling, packaging and consumer products. Mr. Wlodarczyk holds a Bachelor of Science degree in electrical engineering from Pennsylvania State University. The Board believes that Mr. Wlodarczyk is well-qualified to serve on the Board due to his experience and knowledge in many global manufacturing industries, and in particular, automation.
Continuing Directors
Continuing Directors Joseph C. Bartolacci, age 65, was appointed President and Chief Executive Officer of the Company in 2006, and has served on the Board of Directors since 2005. Prior to his appointment as Chief Executive Officer, he was President and Chief Operating Officer of the Company since 2005. Prior thereto, he held various positions within Matthews, including President, Casket Division; Executive Vice President of Matthews; President, Matthews Europe; President, Caggiati, S.p.A. (a wholly-owned subsidiary of Matthews) and General Counsel of Matthews. He also serves on the boards of various subsidiaries of Matthews. Other than the Company, Mr. Bartolacci serves on the board of Federated Hermes, a publicly traded global investment management company. Mr. Bartolacci received a Bachelor of Science degree in Accounting from Saint Vincent College and a Juris Doctor from the University of Pittsburgh. The Board believes that Mr. Bartolacci is well-qualified to serve on the Board based on his first-hand operating experience in many of the Company’s diverse global businesses and that he brings a well-developed understanding of the industries in which the Company operates, as well as the opportunities within those industries to drive shareholder value. In addition, he provides management’s perspective in Board decisions about the business and strategic direction of the Company. Katherine E. Dietze, age 68, has served on the Board of Directors of the Company since July 2008. Ms. Dietze was Global Chief Operating Officer, Investment Banking Division of Credit Suisse First Boston, a financial services company, until her retirement in 2005. She had also held the position of Managing Director, Investment Banking. Prior to joining Credit Suisse First Boston, Ms. Dietze was a Managing Director for Salomon Brothers Inc., a financial services company. Ms. Dietze was a corporate director for Cowen Group, Inc., from October 2009 until the sale of Cowen in March 2023 to Toronto-Dominion Bank. She previously served on the board of directors of LaBranche, LLC, a financial services firm purchased by the Cowen Group in June 2011. Ms. Dietze served as a trustee on the Liberty Property Trust board from January 2011 to March 2020. Ms. Dietze received a Bachelor of Arts degree from Brown University and graduated from Columbia University with a Master’s in Business Administration in Finance and Marketing. The Board believes that Ms. Dietze is well-qualified to serve on the Board in light of her background in strong background in global investment and financial matters, which allows Ms. Dietze to provide a unique and valuable perspective on global financial markets, investments and financial transactions. Terry L. Dunlap, age 66, has served on the Board of Directors since February 2015. Mr. Dunlap currently serves as the principal of Sweetwater LLC, a consulting firm with a focus on manufacturing. Mr. Dunlap served as the Interim Chief Executive Officer and President of TimkenSteel Corporation, a specialty steel producer, from October 2019 to December 2020. Prior thereto, Mr. Dunlap spent 31 years with Allegheny Technologies, where he served as Executive Vice President, Flat-Rolled Products from May 2011 until his retirement in December 2014; President, ATI Allegheny Ludlum from 2002 to 2014; and Group President, ATI Flat-Rolled Products from 2008 to May 2011. Mr. Dunlap previously served on the board of directors of United States Steel Corporation, a global integrated mining and carbon steel producer, from February 2022 to July 2025, a director of TimkenSteel Corporation from August 2015 to December 2021, and as a director of Ampco-Pittsburgh Corporation, a global producer of forged and cast engineered products, from May 2019 to May 2022. Mr. Dunlap received a Bachelor of Science degree in Marketing from Indiana University of Pennsylvania and attended the Loyola University of Chicago MBA program. The Board believes that Mr. Dunlap is well-qualified to serve on the Board due to his experience and knowledge in the global manufacturing industry. Lillian D. Etzkorn, age 56, was appointed to the Board of Directors in October 2020. Since April 2023, Ms. Etzkorn has served as the Executive Vice President & Chief Financial Officer of LCI Industries (NYSE: LCII) (“Lippert”). Lippert supplies highly engineered components for leading original equipment manufacturers in the recreation and transportation product markets, and the related aftermarkets of those industries. Prior to joining Lippert, she was the Chief Financial Officer at Covia, a $1+ billion industrial minerals mining and processing company, from October 2021 to August 2022. She also served as CFO at Shiloh Industries from July 2018 to October 2021. Prior to that, she served as CFO at CPI Card Group and was the Vice President, Treasurer at Dana Holding Company from September 2011 to January 2017. Ms. Etzkorn began her career at Ford Motor Company where she had increasing levels of responsibility over 19 years, including leading Investor Relations. She holds a Bachelor of Arts degree in Business Administration and Marketing from Eastern Michigan University and an MBA from the University of Michigan. The Board believes that Ms. Etzkorn is well-qualified to serve on the Board due to her strong leadership skills and financial acumen. J. Michael Nauman, age 63, has served has served on the Board of Directors since February 2025. He served as the President and Chief Executive Officer, and as a member of the board of directors of Brady Corporation, an international manufacturer of solutions that identify and protect people, products and places, from August 2014 until April 2022. Prior to joining Brady Corporation, Mr. Nauman held various roles over a 20 year period at Molex Incorporated, a global electronics leader and connectivity innovator, where he led global businesses in the automotive, data communications, industrial, medical, military/aerospace, and mobile sectors. In 2007, he became a Senior Vice President for Molex Incorporated, leading its Global Integrated Products Division, and was named Executive Vice President in 2009. Prior to joining Molex Incorporated in 1994, Mr. Nauman was a tax accountant and auditor with Arthur Andersen and then Controller and President with Ohio Associated Enterprises, Inc. He currently serves as a director of the Commercial Vehicle Group, Inc., a diversified industrial products and services company, since July 2021. He served as the interim CEO of the Museum of Discovery in Little Rock, Arkansas, where he remains a board member, the Treasurer of the Board of the Anthony School in Little Rock, Arkansas, and he serves on the board of the Natural State Council of Scouting America. Mr. Nauman is a Certified Public Accountant and a Chartered Global Management Accountant. He holds a Bachelor of Science degree from Case Western Reserve University. The Board believes that Mr. Nauman is well-qualified to serve on the Board because he brings to the Company more than 35 years of experience in commercial and operational leadership, strategy development, restructuring, and mergers and acquisitions.
Continuing Directors
Morgan K. O’Brien, age 65, has served on the Board of Directors since July 2011. Mr. O’Brien currently serves as President and CEO of Hope Utilities, Inc., a holding company that owns natural gas and water distribution utilities across nine states, a position he has held since December 2021. Mr. O’Brien served as the President and Chief Executive Officer of Peoples Natural Gas Company LLC, a utility serving the southwestern Pennsylvania market, from February 2010 until March 2020. Prior thereto, Mr. O’Brien served as President and Chief Executive Officer of Duquesne Light Holdings, an electric utility company serving western Pennsylvania, beginning in 2001. He held various senior executive positions at Duquesne Light Holdings beginning in 1991. Prior to joining Duquesne Light Holdings, Mr. O’Brien served in various management positions at PNC Bank and at major accounting firms. Mr. O’Brien serves on the board of trustees of Robert Morris University. He also serves on the boards of several civic and charitable organizations in Western Pennsylvania. Mr. O’Brien received a Bachelor’s degree in Business Administration and a Master’s degree in taxation from Robert Morris University. The Board believes that Mr. O’Brien is well-qualified to serve on the Board due to his experience as a Chief Executive Officer with more than 10 years’ experience in that role. As such, he brings significant leadership skills to the Board of Directors. With his experience in the areas of accounting and taxation, he also provides the Board with strong financial skills.
Retiring Director
Retiring Director Alvaro Garcia-Tunon, age 73, has served on the Board of Directors since October 2009. Mr. Garcia-Tunon retired as the Chief Financial Officer of Wabtec Corporation, a provider of products and services for the global rail industry, effective January 2014. He continued to work with Wabtec as a strategic advisor through December 2017. Mr. Garcia-Tunon was named Executive Vice President and Chief Financial Officer for Wabtec in February 2012. Prior to that, he was Executive Vice President, Chief Financial Officer and Secretary of Wabtec since December 2010. Prior thereto, he served as Senior Vice President, Chief Financial Officer and Secretary of Wabtec since 2003. Mr. Garcia-Tunon previously served as a director of Allison Transmission Holdings, Inc. (NYSE: ALSN), a global provider of commercial duty automatic transmissions and hybrid propulsion system, from January 2016 until his retirement from its board of directors in August 2022 and as a director of MSA Safety Incorporated (NYSE: MSA), a global leader in advanced safety products, technologies and solutions, from December 2012 until his retirement in May 2019. Mr. Garcia-Tunon graduated from the College of William and Mary with a Juris Doctor degree and is a graduate of the University of Virginia with a Bachelor of Science degree in Commerce and Accounting. As previously announced on February 14, 2025, Mr. Garcia-Tunon will retire from the Board at the Annual Meeting. The Board of Directors and management of the Company express their sincerest gratitude to Mr. Garcia-Tunon for his service on the Board of Directors and as Chairperson of the Board. The Board believes that during his tenure, Mr. Garcia-Tunon has been well-qualified to serve on the Board due to his experience as the Chief Financial Officer of a public company with global operations, and his leadership skills in international business, corporate governance and risk management. As a Certified Public Accountant, he also has provided the Board with strong financial and accounting skills.
Skills and Experience of Current Directors and Director Nominees
Skills and Experience of Current Directors and Director Nominees We believe that the Company’s current directors and director nominees represent a diverse mix of skills, experiences and viewpoints that are relevant to facilitating effective oversight. To illustrate the complementary nature of the skills and experience of each of our current directors and director nominees, the following table identifies primary skills and experiences that they bring to the Board. The table does not reflect all of the skills, experiences or qualifications that each of our current directors and director nominees offer, and even though a particular skill, experience or qualification is not listed, they may yet possess such skill, experience or qualification.
Skills and Experience of Current Directors and Director Nominees
| Current Directors and the Board of Directors’ Nominees | | | | | | | | | | | | | | | J.C. Bartolacci | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ | | | ✓ | | K.E. Dietze | | ✓ | ✓ | ✓ | | | | ✓ | | | | | ✓ | | T.L. Dunlap | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | | L.D. Etzkorn | ✓ | ✓ | ✓ | ✓ | | | ✓ | ✓ | | ✓ | ✓ | | | | A. Garcia-Tunon | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | | ✓ | ✓ | | ✓ | | T.A. Gebhardt | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ | | J.M. Nauman | ✓ | ✓ | ✓ | ✓ | | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | M.K. O’Brien | ✓ | ✓ | ✓ | ✓ | | | | ✓ | ✓ | | | ✓ | ✓ | | A.W. Richards | | ✓ | | ✓ | | | ✓ | ✓ | ✓ | ✓ | ✓ | | | | D.A. Schawk | ✓ | ✓ | | | | | ✓ | | ✓ | | | | ✓ | | F.S. Wlodarczyk | | ✓ | | ✓ | | | ✓ | ✓ | ✓ | ✓ | | ✓ | |
Skills and Experience of Current Directors and Director Nominees
The term for each of the Board’s nominees and the continuing directors is listed below:
Skills and Experience of Current Directors and Director Nominees
| Nominees: | Term to expire at Annual Meeting of Shareholders in: | | Thomas A. Gebhardt | 2027 (if elected at the Annual Meeting)* | | Aleta W. Richards | 2027 (if elected at the Annual Meeting)* | | David A. Schawk | 2027 (if elected at the Annual Meeting)* | | Francis S. Wlodarczyk | 2027 (if elected at the Annual Meeting)* |
Skills and Experience of Current Directors and Director Nominees
| Continuing Directors: | Term to expire at Annual Meeting of Shareholders in: | | Joseph C. Bartolacci | 2027 | | Katherine E. Dietze | 2027 | | Lillian D. Etzkorn | 2027 | | Morgan K. O’Brien | 2027 | | Terry L. Dunlap | 2028 | | J. Michael Nauman | 2028 |
Skills and Experience of Current Directors and Director Nominees
| * Thomas A. Gebhardt, Aleta W. Richards, David A. Schawk, and Francis S. Wlodarczyk, have been nominated by the Board of Directors to serve for a one-year term that will end in 2027 and until their successors are elected and qualified, subject to the approval of the proposal to amend the Articles of Incorporation to declassify the Board of Directors (Proposal 6) at the Annual Meeting and the filing of the Amended and Restated Articles with the Pennsylvania Department of State. If such conditions are not satisfied, the nominees will be elected to three-year terms that will end in 2029 and until their successors are elected and qualified. |
Skills and Experience of Current Directors and Director Nominees
| Mr. Garcia-Tunon, whose term expires at the 2028 Annual Meeting of Shareholders, will retire upon the certification of the vote at the Annual Meeting, which will cause the Board’s director classes to be imbalanced. In the event that Proposal 6 to declassify the Board is not approved at the Annual Meeting, the Board intends to effect a rebalancing of the classes to ensure that the classes are as nearly equal as possible, as required by Pennsylvania law. To effect this rebalancing, each of the Board’s nominees (Thomas A. Gebhardt, Aleta W. Richards, David A. Schawk and Francis S. Wlodarczyk) has submitted a conditional resignation letter to the Board that requires whichever of them is re-elected to the Board and receives the fewest votes at the Annual Meeting to resign immediately following the Annual Meeting, and the Board has unanimously voted to re-appoint such person to fill the vacancy created by Mr. Garcia-Tunon’s retirement. As a result, such person will serve through the 2028 Annual Meeting of Shareholders, and not the 2029 Annual Meeting of Shareholders in the event Proposal 6 is not approved. Such re-classification will not occur in the event that Proposal 6 is approved. |
Executive Summary
Continuous improvement in operating results and the creation of shareholder value are key elements of the compensation philosophy of Matthews. This philosophy serves as the framework for the Company’s executive compensation program. Our program is designed to provide incentive arrangements that reward executives for improvements in the Company’s operating results and appreciation in our stock value. To underscore the importance of “pay-for-performance” in our compensation philosophy and our Company’s culture, our Compensation Committee (referred to throughout this section as the “Committee”) has developed incentive arrangements based on rigorous performance standards. Our annual incentive compensation plan rewards executives for the attainment of adjusted earnings before interest, income taxes, depreciation and amortization (“EBITDA”), economic value added and adjusted operating cash flow targets. For purposes of our annual incentive plan, “economic value added” is the measure of adjusted EBITDA compared to the cost of the capital utilized to generate this income. Adjusted operating cash flow is defined as adjusted EBITDA less capital expenditures plus/minus changes in working capital of the Company’s business units. Our long-term incentive plan awards that were granted in fiscal 2025 reward participants for the achievement of share price targets and return on invested capital value (“ROIC”). The principal objectives of the Company’s executive compensation program for our named executive officers (“NEOs”) and other executive officers, are to:
Executive Summary
| Compensation Element | Form and Key Characteristics | Description and Performance Metrics | | Base Salary | • Fixed cash component • Reviewed annually and adjusted as appropriate | • Positioned competitively to attract and retain executive talent • Considers scope and complexity of the role, as well as individual performance and experience | | Annual Incentive Compensation | • Variable cash compensation component • Performance-based opportunity | • Performance metrics and weighting follows: • 40% weighting assigned to adjusted EBITDA • 40% weighting assigned to economic value added (defined above) • 20% weighting assigned to adjusted operating cash flow | | Long-Term Incentive Compensation | • Variable equity-based compensation component • 60% performance units • 40% time-based units | • Performance units earned at the end of the three-year performance period: • Upon the attainment of pre-established stock price appreciation • Upon the attainment of ROIC Goals • Time-based units vest 100% on the third anniversary of the grant |
Executive Summary
| Compensation Element | Form and Key Characteristics | Description and Performance Metrics | | Change in Control Severance Policy | • Compensation and benefit continuation in the event of involuntary or good reason termination and a change in control of the Company (a “double trigger”) | • Cash severance equal to two times the annual base salary and target bonus • Acceleration of unvested or unearned equity awards • Health care benefit continuation over the severance period (two years) |
Executive Summary
| ✓ | Cap annual and long-term incentive payouts |
Executive Summary
| ✓ | Require both a qualified change in control and termination of employment (a “double trigger”) in order to receive cash severance benefits and for unvested equity awards to accelerate |
Executive Summary
| ✓ | Retain an independent compensation consultant who regularly provides advice to the Committee on matters pertaining to executive compensation |
Executive Summary
| × | Provide excise tax gross-ups related to change in control terminations |
Executive Summary
| × | Allow repricing or exchanging of stock options or other equity awards without shareholder approval |
Executive Summary
| • | Annual Incentive Compensation: Target annual incentive compensation for Mr. Bartolacci was unchanged for fiscal 2025 and was set at 100% of base salary to approximate the market median. |
Executive Summary
| • | Long-Term Incentive Compensation: Mr. Bartolacci received an annual equity award in November 2024 (fiscal 2025) equal to $3.7 million to approximate the market median. This amount represented a reduction of 8.0% from his fiscal 2024 award value of $4.1 million. |
Compensation Committee Administration
| • | 2015 Incentive Compensation Plan (the “2015 Incentive Plan”); |
Compensation Committee Administration
| • | Second Amended and Restated 2017 Equity Incentive Plan (the “Second Amended and Restated Plan”); and |
Compensation Committee Administration
In general, the Committee’s desire to align the Company’s executive compensation program with market levels drives the allocation between short-term and long-term compensation, as well as cash and equity components. The Committee believes that the level of compensation provided to an executive should be based on success against pre-established performance goals that drive the creation of shareholder value. To achieve this objective, the Company has built its current annual cash incentive plan based on achievement of adjusted EBITDA, economic value-added and adjusted operating cash flow targets. For the long-term plan, the Committee generally approved equity awards in fiscal 2025 (November 2024) and fiscal 2026 (November 2025) with vesting provisions dependent on time and service (40%) and the achievement of stock price appreciation (30%) and return on invested capital (30%) targets. The Company has no formal policy regarding the allocation of variable and fixed compensation for its NEOs. The Committee has considered whether its executive compensation program promotes risk taking at levels that are unacceptable to the Company. The Committee considered the following mitigating factors related to risk:
Compensation Committee Administration
| • | Annual incentive design that caps maximum awards for the achievement of adjusted EBITDA and economic value-added targets reflective of the Company’s business plan; |
Compensation Committee Administration
| • | Long-term incentives with financial performance and time-based vesting criteria; |
Compensation Committee Administration
The Committee believes that the above factors, as well as the overall executive compensation design, policies and mix of compensation, serve to manage risk in a manner that is acceptable to the Company and its shareholders. The Committee makes decisions regarding executive compensation with input from its independent consultant. When making decisions regarding compensation for the CEO, the Committee has a process in which it considers comparative market data provided by its independent consultant and the CEO’s performance assessment prepared by the Company’s Board of Directors. When making decisions regarding compensation for executives other than the CEO, the Committee considers comparative market data and seeks input and evaluates recommendations from the CEO. In order to obtain comparative market data for evaluating executive compensation, the Company, through its independent consultant, utilizes compensation data published by Willis Towers Watson. The Company targets industrial and manufacturing companies of similar size, complexity, employment region and performance in developing this set of comparative data. Because data sample sizes for these types of companies may not be sufficient, the Company supplements such data with broader and more general industry data to develop its market data. In evaluating compensation for fiscal 2025, which was performed by the Committee prior to the divestiture of the SGK Business, the Committee’s independent consultant developed a group of peer companies to make assessments of market compensation and to determine the alignment of compensation earned relative to Company and peer performance. The peer group targeted industrial/manufacturing companies of similar size, complexity, employment region, and performance at that time. The peer group of companies used in evaluating compensation (the “Peer Group”) for 2025 was:
Alignment
The consultant evaluated each performance metric independently relative to the Peer Group for the three-year period 2022 through 2024, and the five-year period 2020 through 2024. The relative ranking of each performance metric was averaged to form a composite ranking. The Company’s relative composite performance ranking was aligned with the Peer Group as follows:
Alignment
| (1) The forfeited share value represents the number of shares/RSUs forfeited multiplied by the grant date stock price. The unvested RSUs awarded in fiscal 2022 and fiscal 2023 subject to the non-GAAP EPS performance measures expired and, accordingly, were forfeited. |
Annual Incentive Compensation
Annual Incentive Compensation The 2015 Incentive Plan covers the annual incentive compensation to be paid to key managers of the Company, including the NEOs. The 2015 Incentive Plan provides an incentive arrangement based on the achievement of annual goals reflective of the Company’s business plan. The objective of the program is to promote the Company’s goal of increasing shareholder value. The Company believes that three of the key elements in the creation of shareholder value are:
Annual Incentive Compensation
| • | growth in adjusted EBITDA; |
Annual Incentive Compensation
| • | improvement in adjusted EBITDA greater than the cost of the capital utilized to generate this adjusted EBITDA (referred to as “economic value added”); and |
Annual Incentive Compensation
| • | strong operating cash flow generation. |
Annual Incentive Compensation
Accordingly, the annual incentive plan for fiscal 2025 was designed to motivate management to achieve levels of adjusted EBITDA, economic value added and adjusted operating cash flow reflective of the Company’s business plan. Designated managers within each of the Company’s business segments participate in the incentive program for their respective business unit. For fiscal 2025, incentive compensation for these participants was calculated based on the achievement of adjusted EBITDA, economic value added, and adjusted operating cash flow targets established for their individual business unit. Economic value added for business units is defined as the unit’s adjusted EBITDA less its cost of capital (cost of capital is determined based on a pre-tax rate of 12% multiplied by net controllable assets, which is estimated to exceed the Company’s weighted average pre-tax cost of capital). Adjusted operating cash flow for business units for the purposes of incentive compensation is defined as adjusted EBITDA less capital expenditures plus/minus changes in working capital. Incentive compensation for SGK Brand Solutions participants was calculated based on the achievement of adjusted EBITDA and adjusted operating cash flow targets for this business unit. Incentive compensation for corporate executives was calculated based on the achievement of pre-established targets for adjusted EBITDA, economic value added, and adjusted operating cash flow performance of the Company on a consolidated basis. In previous years, incentive compensation for Corporate participants was based on adjusted net income. However, due to the SGK Transaction and the complexity of adjustments in connection with the transaction, the Committee determined that adjusted EBITDA was more appropriate for fiscal 2025. Corporate economic value added is measured based on the Company’s adjusted EBITDA less its pre-tax cost of capital (with cost of capital based on a rate of 12%, which is estimated to ap proximate the Company’s weighted average pre-tax cost of capital). Adjusted EBITDA, economic value added, and adjusted operating cash flow targets are established at the beginning of the fiscal year by the Committee. The Company provides reconciliations of adjusted EBITDA (GAAP vs. non-GAAP) in its quarterly earnings reports, which can be found on the Company’s website. In determining these targets for fiscal 2025, the Committee considered the long-term growth objectives of the Company; fiscal 2025 operating budgets approved by the Company’s Board of Directors; and current economic, industry and competitive market conditions. Fiscal 2025 performance targets established for the respective business units of the NEOs were as follows:
Annual Incentive Compensation
| (Amounts in thousands) | Adjusted EBITDA | Economic Value Added | Operating Cash Flow | | Corporate | $209,129 | $152,480 | $199,179 | | Memorialization (excl. Environmental Solutions) | 164,927 | 83,799 | 144,966 | | Industrial Technologies (incl. Environmental Solutions) | 52,627 | 9,125 | 88,456 |
Annual Incentive Compensation
Corporate amounts (Mr. Bartolacci, Mr. Nicola and Mr. Walters are participants) were based on consolidated adjusted EBITDA, economic value added, and adjusted operating cash flow of the Company. The adjusted EBITDA target for Corporate, which was initially set at $224.7 million, was revised to exclude the budget for the SGK Business for the period following its divestiture (May 1, 2025 through September 30, 2025). The adjusted EBITDA target for fiscal 2025 represented an increase over the fiscal 2024 actual adjusted EBITDA of $205.2 million, which included the results of the SGK Business for the full 2024 fiscal year. Memorialization amounts (Mr. Gackenbach) were based on the adjusted EBITDA, economic value added and adjusted operating cash flow of this segment excluding the Environmental Solutions business. Industrial Technologies amounts (Mr. Lane) were based on the adjusted EBITDA, economic value added and adjusted operating cash flow of this segment including the Environmental Solutions business. The attainment of target performance levels results in an earned incentive equivalent to the participant’s target incentive amount (discussed below). No incentive amounts are earned for operating results that do not achieve the defined minimum performance levels. Incentive amounts cannot exceed the defined maximum percentage of the participant’s target incentive amount. Earned incentive percentages are interpolated within the ranges. For all NEOs for fiscal 2025, 40% of the participant’s target annual incentive compensation opportunity was based on the achievement of adjusted EBITDA targets, 40% was based on the achievement of economic value added targets, and the remaining 20% was based on the achievement of adjusted operating cash flow targets. To better align business unit performance with the Company’s consolidated objectives, 25% of the annual incentive compensation opportunities for Mr. Gackenbach and Mr. Lane were based on the achievement of the Company’s consolidated results. The target incentive amount is expressed as a percentage of the participant’s base salary and based upon the executive’s position and the industry recommended percentage target for the position as provided to the Company by Pay Governance, LLC. Target, minimum and maximum incentive award opportunities for the CEO and other NEOs are included in the table below.
Annual Incentive Compensation
| Named Executive Officer | Target Incentive Award as a Percent of Base Salary | Minimum Incentive Award as a Percent of Base Salary | Maximum Incentive Award as a Percent of Base Salary | | J.C. Bartolacci | 100% | 50% | 200% | | Mr. Gackenbach | 60% | 30% | 120% | | Mr. Lane | 60% | 30% | 120% | | Mr. Nicola | 70% | 35% | 140% | | Mr. Walters | 60% | 30% | 120% |
Annual Incentive Compensation
Actual results for fiscal 2025 compared to target levels were as follows. Adjusted EBITDA amounts reflected the following adjustments as pre-approved by the Committee: acquisition/divestiture-related costs, restructuring costs, ERP implementation costs, intangible amortization expense, and certain other non-GAAP adjustments as presented in the Company’s quarterly and annual earnings reports. Corporate
Annual Incentive Compensation
| | Actual | Target | Relative Incentive % | Allocation | Incentive Earned | | Adjusted EBITDA (1) | $200,396 | $209,129 | 79% | 40% | 31% | | Economic value added (1) | 146,156 | 152,480 | 92% | 40% | 37% | | Adjusted operating cash flow (1) | 125,219 | 199,179 | —% | 20% | —% | | Total | | | | | 68% |
Annual Incentive Compensation
Memorialization (excluding Environmental Solutions)
Annual Incentive Compensation
| | Actual | Target | Relative Incentive % | Allocation | Incentive Earned | | Adjusted EBITDA (1) | $164,946 | $164,927 | 100% | 40% | 40% | | Economic value added (1) | 80,569 | 83,799 | 92% | 40% | 37% | | Adjusted operating cash flow (1) | 152,028 | 144,966 | 124% | 20% | 25% | | Total | | | | | 102% |
Annual Incentive Compensation
Industrial Technologies (including Environmental Solutions )
Annual Incentive Compensation
| | Actual | Target | Relative Incentive % | Allocation | Incentive Earned | | Adjusted EBITDA (1) | $30,670 | $52,627 | 6% | 40% | 2% | | Economic value added (1) | (11,663) | 9,125 | 9% | 40% | 4% | | Adjusted operating cash flow (1) | (14,479) | 88,456 | 9% | 20% | 2% | | Total | | | | | 8% |
Annual Incentive Compensation
| (1) Represents a non-GAAP financial measure. Please see Appendix A to this Proxy Statement for a description of the adjustments and a reconciliation to the corresponding GAAP financial measure. |
Annual Incentive Compensation
Based on actual results, the calculations of the earned incentive amounts were as follows:
Annual Incentive Compensation
| Named Executive Officer | Base Salary | Target Incentive | Target Incentive Amount | Earned Incentive | Earned Incentive Amount | | J.C. Bartolacci | $1,114,644 | 100% | $1,114,644 | 68% | $762,305 | | Mr. Gackenbach | 546,000 | 60% | 327,600 | 102% | 306,158 | | Mr. Lane | 463,500 | 60% | 278,100 | 8% | 63,962 | | Mr. Nicola | 666,500 | 70% | 466,550 | 68% | 319,074 | | Mr. Walters | 482,000 | 60% | 289,200 | 68% | 197,784 |
Annual Incentive Compensation
Note: 25% of the target incentive amounts for Mr. Gackenbach and Mr. Lane were based on the achievement of the corporate results . Incentive amounts are subject to reduction at the discretion of the Committee based on the performance of the NEO relative to pre-established, quantifiable personal goals. Each incentive compensation plan participant develops personal goals, which are subject to review and approval by the business unit President or CEO, as appropriate. The personal goals of the CEO are reviewed and approved by the Committee. The Committee may use discretion to decrease calculated awards based on the participant’s performance relative to the quantifiable individual goals. No such adjustments were made in fiscal 2025.
Long-Term Incentive Compensation
Long-Term Incentive Compensation Long-term incentive compensation for fiscal 2025 was provided to key managers and executives under the Second Amended and Restated Plan. The Second Amended and Restated Plan is an equity compensation plan designed to directly align the interests of employees with the Company’s shareholders. The plan is intended to encourage eligible employees to increase their efforts to make the Company more successful, to provide an additional inducement for such employees to remain with the Company, to reward such employees by providing an opportunity to acquire shares of the Company’s Common Stock on favorable terms and to provide a means through which the Company may attract able persons to enter the employ of the Company. The eligible employees are those employees of the Company or any subsidiary who share responsibility for the management, growth or protection of the business of the Company. Under the Second Amended and Restated Plan, equity grants can be made in the form of:
Long-Term Incentive Compensation
| • | Stock options; |
Long-Term Incentive Compensation
| • | Restricted share awards; |
Long-Term Incentive Compensation
| • | Restricted share units (including performance-based share units); |
Long-Term Incentive Compensation
| • | Stock appreciation rights; and |
Long-Term Incentive Compensation
| • | Other stock-based awards. |
Long-Term Incentive Compensation
For the past five fiscal years, the awards have been issued in the form of restricted share units with time and performance vesting provisions. The Committee believes that the use of stock-based compensation provides a strong link in aligning the interests of management with the Company’s shareholders by incentivizing shareholder value creation. In keeping with the Committee’s philosophy of providing performance-based incentives, the restricted share units awarded in November 2024 generally contained performance-vesting provisions for 60% of the units granted. Further, in order to enhance the Company’s retention objectives, the remaining 40% of the units granted contain a time-vesting feature in which such units vest three years from the grant date subject to continued employment of the executive by the Company. For the November 2024 (fiscal 2025) grant, the Company established the following two criteria for the performance-vesting units, to be measured three years following the grant of the award:
Long-Term Incentive Compensation
| • | One-half (50%) of the performance-vesting units (i.e., 30% of the overall award) are based upon the attainment of stock price appreciation targets of 30%, 15%, and 50%, respectively, to earn 100%, 50% and 200% of the award; and |
Long-Term Incentive Compensation
| • | One-half (50%) of the performance-vesting units (i.e., 30% of the overall award) are based upon the attainment of return on invested capital of 14%, 12%, and 16%, respectively, to earn 100%, 50% and 200% of the award. For this measurement, return on invested capital is determined based on consolidated adjusted EBITDA divided by average invested capital (net debt plus shareholders’ equity) of the Company. For the November 2023 grant, the Committee raised the minimum threshold ROIC goal to 12% (previously 10%) due to the recent higher interest rate levels. |
Long-Term Incentive Compensation
Every year, the Committee determines individual grant levels through consultation with the independent compensation advisor. The Committee is provided grant guidelines by Pay Governance, LLC, which provide recommended grant award ranges based on current market thresholds. For the awards, the target level of grants represented the market median (50 percentile). The relative recommended grant ranges have been developed such that the minimum of the range is set at 20% below the market median and the maximum of the range is set at 20% above the market median. Grant recommendations are developed using a valuation model consistent with accounting policies for stock-based compensation and is based on the fair market value of the Company’s Common Stock on the dates of grant. Grants to executive officers are generally made only once a year in the Company’s first fiscal quarter (usually at the November meeting of the Committee), except for new hires and promotions. The Company does not time the release of material non-public information around the granting of equity compensation awards. The minimum vesting period, in general, for all restricted share units (time and performance-based) is three years. Restricted share units may also vest under certain change-in-control circumstances, subject to double-trigger change-in-control provisions which require a change in control and involuntary or good reason employment termination (see “Employment and Severance Agreements” below). The minimum holding periods for vested restricted share awards are governed by the Company’s stock ownership guidelines, which provides that at least 50% of the after-tax shares realized upon vesting of restricted stock must be retained until the ownership guideline is met. Dividends are not paid on unvested restricted shares. Dividends associated with unvested restricted shares only become payable if and upon the vesting of the restricted shares. Accordingly, dividends will not be paid if the restricted shares do not become vested and are instead forfeited.
Employment and Severance Agreements
Employment and Severance Agreements None of the NEOs have employment or severance agreements. The Company’s executive management, including the NEOs, are parties to change-in-control agreements with the Company. These agreements provide certain benefits upon a change in control of the Company provided that, upon a change-in-control, the executive’s employment is terminated involuntarily or for good reason (a “double-trigger”). In the event of a double-trigger, the executive (including the CEO) is generally entitled to two times base salary and target bonus, and accelerated vesting of awards under the long-term incentive plan. See “ Potential Payments upon Termination or Change in Control—Restricted Stock .”
Summary Compensation Table for Fiscal Year Ended September 30, 2025
Summary Compensation Table for Fiscal Year Ended September 30, 2025
Summary Compensation Table for Fiscal Year Ended September 30, 2025
| Name and Principal Position | Year (1) | Salary | Stock Awards (2) | Non-Equity Incentive Plan Compensation (3) | All Other Compensation (4) | Total | | Joseph C. Bartolacci Director, President and Chief Executive Officer | 2025 | $1,108,760 | $3,726,575 | $762,305 | $103,376 | $5,701,016 | | | 2024 | 1,080,118 | 4,052,150 | 569,452 | 106,640 | $5,808,360 | | | 2023 | 1,037,838 | 4,152,750 | 1,170,486 | 112,890 | $6,473,964 | | Steven D. Gackenbach Executive Vice President (Group President, Memorialization) | 2025 | 543,065 | 638,988 | 306,158 | 74,451 | $1,562,662 | | | 2024 | 528,240 | 790,169 | 403,187 | 67,994 | $1,789,590 | | | 2023 | 503,428 | 636,755 | 475,950 | 63,335 | $1,679,468 | | Lee A. Lane Executive Vice President (Group President, Industrial Technologies and Matthews Environmental Solutions) | 2025 | 461,077 | 549,529 | 63,962 | 49,804 | $1,124,372 | | Steven F. Nicola (5) Chief Financial Officer and Treasurer | 2025 | 666,500 | 971,261 | 319,074 | 78,363 | $2,035,198 | | | 2024 | 659,543 | 1,215,645 | 243,119 | 78,777 | $2,197,084 | | | 2023 | 632,852 | 1,052,030 | 501,964 | 84,591 | $2,271,437 | | Brian D. Walters Executive Vice President, General Counsel, and Corporate Secretary | 2025 | 479,442 | 638,988 | 197,784 | 41,673 | $1,357,887 | | | 2024 | 466,496 | 709,126 | 147,732 | 40,769 | $1,364,123 | | | 2023 | 444,681 | 553,700 | 302,345 | 43,509 | $1,344,235 |
Summary Compensation Table for Fiscal Year Ended September 30, 2025
| (1) For the fiscal years ended September 30, 2025, 2024 and 2023. |
Summary Compensation Table for Fiscal Year Ended September 30, 2025
| (2) Amounts in this column reflect the grant date fair value of awards of restricted share units of Common Stock granted during fiscal 2025, 2024 and 2023 computed in accordance with Financial Accounting Standards Board ASC Topic 718; however, the estimate of forfeiture related to service-based vesting conditions is disregarded for purposes of this valuation. For details of individual grants of restricted share units during fiscal 2025, see the Grants of Plan-Based Awards table below. Performance-based shares that were forfeited in fiscal 2023 were as follows: 11,250 for Mr. Bartolacci, 1,700 for Mr. Gackenbach, 3,100 for Mr. Nicola and 1,600 for Mr. Walters. The assumptions on which this valuation is based are set forth in Note 15 to the audited financial statements included in the Company’s Annual Report on Form 10-K filed with the SEC on November 21, 2025. |
Summary Compensation Table for Fiscal Year Ended September 30, 2025
| (3) The amounts shown in this column reflect amounts earned under the 2015 Incentive Plan in fiscal 2025, 2024 and 2023. For a full explanation of the operation of the Incentive Compensation Plan, refer to the narrative disclosure above and the Annual Incentive Compensation section of the Compensation Discussion and Analysis beginning on page 77 of this Proxy Statement. |
Summary Compensation Table for Fiscal Year Ended September 30, 2025
| (4) Amounts for fiscal 2025 represent one or more of the following: premiums for officer’s life insurance, incremental premiums for long-term disability insurance, matching contributions to the Company’s management deferred compensation plan, matching contributions to the Company’s 401(k) Plan, financial services and educational assistance. The fiscal 2025 amounts for Mr. Bartolacci include matching contributions to the Company’s management deferred compensation plan of $52,617, payment of life and long-term disability insurance premiums of $31,019 and matching contributions to the Company’s 401(k) Plan of $19,740. The fiscal 2025 amounts for Mr. Gackenbach include matching contributions to the Company’s management deferred compensation plan of $23,692, payment of life and long-term disability insurance premiums of $18,611, matching contributions to the Company’s 401(k) Plan of $16,636, and financial services of $15,512. The fiscal 2025 amounts for Mr. Lane include matching contributions to the Company’s management deferred compensation plan of $9,254, payment of life and long-term disability insurance premiums of $8,751, matching contributions to the Company’s 401(k) Plan of $16,287, and financial services of $15,512. The fiscal 2025 amounts for Mr. Nicola include matching contributions to the Company’s management deferred compensation plan of $22,545, payment of life and long-term disability insurance premiums of $26,266, matching contributions to the Company’s 401(k) Plan of $14,040, and financial services of $15,512. The fiscal 2025 amounts for Mr. Walters include matching contributions to the Company’s management deferred compensation plan of $10,975, payment of life and long-term disability insurance premiums of $13,474, education assistance for dependent children of $2,400 and matching contributions to the Company’s 401(k) Plan of $14,824. Amounts in this column for 2024 and 2023 for each of Messrs. Bartolacci, Gackenbach, Nicola and Walters include matching contributions to the Company’s management deferred compensation plan that were previously disclosed under the “Change in Pension Value and Non-qualified Deferred Plan Compensation” column of the Summary Compensation Table included in the Company’s proxy statement for the 2025 annual meeting of shareholders. The foregoing amounts attributed to matching contributions to the Company’s management deferred compensation plan are discretionary contributions. For additional information regarding retirement benefits, see the Retirement Benefits section below. |
Summary Compensation Table for Fiscal Year Ended September 30, 2025
| (5) Mr. Nicola retired from his service to the Company effective December 31, 2025. In connection with his retirement, Mr. Nicola was succeeded by Daniel E. Stopar as the Company’s Chief Financial Officer and Treasurer effective December 1, 2025. |
Summary Compensation Table for Fiscal Year Ended September 30, 2025
The following table provides information on grants of plan-based awards held by the named executive officers during fiscal 2025.
Grants of Plan-Based Awards Table for Fiscal Year Ended September 30, 2025
Grants of Plan-Based Awards Table for Fiscal Year Ended September 30, 2025
Grants of Plan-Based Awards Table for Fiscal Year Ended September 30, 2025
| Name | Grant Date (1) | Estimated Future Payouts Under Non- Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) (4) | Grant Date Fair Value of Stock Awards ($) | | | | Threshold ($) | Target ($) (2) | Maximum ($) | Threshold (#) | Target (# ) (3) | Maximum (#) | | | | J.C. Bartolacci | 11/18/24 | | | | | 43,740 | | | $1,311,325(5) | | | 11/18/24 | | | | | 43,740 | | | 1,035,107(6) | | | 11/18/24 | | | | | | | 58,320 | 1,380,143(7) | | | 11/18/24 | $557,322 | $1,114,644 | $2,229,288 | | | | | | | S.D. Gackenbach | 11/18/24 | | | | | 7,500 | | | 224,850(5) | | | 11/18/24 | | | | | 7,500 | | | 177,488(6) | | | 11/18/24 | | | | | | | 10,000 | 236,650(7) | | | 11/18/24 | 163,800 | 327,600 | 655,200 | | | | | | | L.A. Lane | 11/18/24 | | | | | 6,450 | | | 193,371(5) | | | 11/18/24 | | | | | 6,450 | | | 152,639(6) | | | 11/18/24 | | | | | | | 8,600 | 203,519(7) | | | 11/18/24 | 139,050 | 278,100 | 556,200 | | | | | | | S.F. Nicola | 11/18/24 | | | | | 11,400 | | | 341,772(5) | | | 11/18/24 | | | | | 11,400 | | | 269,781(6) | | | 11/18/24 | | | | | | | 15,200 | 359,708(7) | | | 11/18/24 | 233,275 | 466,550 | 933,100 | | | | | | | B.D. Walters | 11/18/24 | | | | | 7,500 | | | 224,850(5) | | | 11/18/24 | | | | | 7,500 | | | 177,488(6) | | | 11/18/24 | | | | | | | 10,000 | 236,650(7) | | | 11/18/24 | 144,600 | 289,200 | 578,400 | | | | | |
Grants of Plan-Based Awards Table for Fiscal Year Ended September 30, 2025
| (1) All grants were effective as of the date on which the Compensation Committee of the Board of Directors met to approve them. |
Grants of Plan-Based Awards Table for Fiscal Year Ended September 30, 2025
| (2) Amounts represent target payouts under the Company’s 2015 Incentive Plan. The target represents the named executive officer’s annual salary multiplied by his respective target incentive award percentage. The target incentive award percentages, expressed as a percentage of annual base salary are 100% for Mr. Bartolacci, 70% for Mr. Nicola, and 60% for Mr. Gackenbach, Mr. Lane and Mr. Walters. For a full explanation refer to the Annual Incentive Compensation section of the Compensation Discussion and Analysis beginning on page 77 of this Proxy Statement. |
Grants of Plan-Based Awards Table for Fiscal Year Ended September 30, 2025
| (3) Amounts represent the number of restricted share units granted pursuant to the Second Amended and Restated Plan that vest upon certain performance criteria. Performance-based restricted share units granted in November 2024 were awarded such that, in general, 30% of the grant vests at target based upon stock price appreciation for the Company’s Common Stock; and 30% of the grant vests at target based upon the Company achieving certain targets based on Return on Invested Capital (“ROIC”). Vesting of all units are generally subject to continuing employment through November 18, 2027. Upon vesting, performance based units will be converted to Common Stock using a factor ranging from 50% to 200% based upon the level of achievement of the performance thresholds related to the above targets. Performance related units that do not achieve the stock price appreciation or ROIC thresholds by the end of the performance period will be forfeited. Performance related units may also be forfeited within specified time limits following voluntary employment termination (with consent of the Company), retirement or death. For a full explanation of the operation of the Second Amended and Restated Plan, refer to the Long-Term Incentive Compensation section of the Compensation Discussion and Analysis beginning on page 80 of this Proxy Statement. |
Grants of Plan-Based Awards Table for Fiscal Year Ended September 30, 2025
| (4) Amounts represent the number of shares of restricted share units granted pursuant to the Second Amended and Restated Plan that fully vest on the third anniversary of the grant date. Upon vesting, time-based units will be converted to an equal number of shares of Common Stock. Restricted share units may also vest under certain change-in-control circumstances, subject to double-trigger change-in-control provisions which require a change in control and involuntary |
Grants of Plan-Based Awards Table for Fiscal Year Ended September 30, 2025
| or good reason employment termination. The restricted share units are forfeited upon employment termination, except in the case of voluntary employment termination (with consent of the Company), retirement or death. For a full explanation of the operation of the Second Amended and Restated Plan, refer to the Long-Term Incentive Compensation section of the Compensation Discussion and Analysis beginning on page 80 of this Proxy Statement. |
Grants of Plan-Based Awards Table for Fiscal Year Ended September 30, 2025
| (5) Grant date fair values are developed using a Binomial pricing model based on the fair market value of the Company’s Common Stock on the date of grant. The assumptions on which this valuation is based are set forth in Note 15 to the audited financial statements included in the Company’s Annual Report on Form 10-K filed with the SEC on November 21, 2025 (see footnote 3 above). |
Grants of Plan-Based Awards Table for Fiscal Year Ended September 30, 2025
| (6) Values are calculated based on the grant date fair value of Common Stock and the expected probability that the shares will ultimately vest at target (see footnote 3 above). |
Grants of Plan-Based Awards Table for Fiscal Year Ended September 30, 2025
| (7) Values are calculated based on the grant date fair value of Common Stock. The vesting period for retirement-eligible employees is accelerated (see footnote 4 above). |
Grants of Plan-Based Awards Table for Fiscal Year Ended September 30, 2025
The following table sets forth information concerning the fiscal 2025 year-end value of unearned restricted shares/share units for each of the named executive officers.
Outstanding Equity Awards at Fiscal
Outstanding Equity Awards at Fiscal
Stock Vested for Fiscal Year Ended September 30, 2025
Stock Vested for Fiscal Year Ended September 30, 2025
Stock Vested for Fiscal Year Ended September 30, 2025
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting | Value Realized on Vesting ($) | | J.C. Bartolacci | 100,000 | $2,465,552 | | S.D. Gackenbach | 29,100 | 706,595 | | L.A. Lane | 2,031 | 43,560 | | S.F. Nicola | 44,000 | 1,070,905 | | B.D. Walters | 28,100 | 682,839 |
Nonqualified Deferred Compensation Table for Fiscal Year Ended September 30, 2025
Nonqualified Deferred Compensation Table for Fiscal Year Ended September 30, 2025 The following table provides information on contributions by the named executive officers and discretionary contributions by the Company during fiscal 2025.
Nonqualified Deferred Compensation Table for Fiscal Year Ended September 30, 2025
| Name | Executive Contributions in Last FY ($) | Registrant Contributions in Last FY ($) (1) | Aggregated Earnings in Last FY ($) (2) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FY ($) | | J.C. Bartolacci | 17,132 | 52,617 | 30,266 | — | 734,159 | | S.D. Gackenbach | — | 23,692 | 32,418 | — | 220,793 | | L.A. Lane | — | 9,254 | 763 | — | 20,615 | | S.F. Nicola | 19,995 | 22,545 | 17,930 | — | 196,368 | | B.D. Walters | 14,383 | 10,975 | 24,705 | — | 180,811 |
Nonqualified Deferred Compensation Table for Fiscal Year Ended September 30, 2025
| (1) Amounts in this column reflect discretionary contributions by the Company under the MDCP. |
Nonqualified Deferred Compensation Table for Fiscal Year Ended September 30, 2025
| (2) Amounts in this column reflect year-over-year gains on investments of deferred compensation . |
CEO Pay Ratio
CEO Pay Ratio Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 requires most companies with publicly traded stock in the United States to identify the median total compensation of their worldwide employee population (other than the chief executive officer) and to compare that amount with the total compensation of their chief executive officer. Total compensation amounts are required to be calculated using the SEC’s compensation disclosure rules applicable to reporting compensation in the Summary Compensation Table of this Proxy Statement. Median employee compensation used to calculate the pay ratio is required to be the total compensation paid to an actual employee of the Company. To identify our median employee, we reviewed the annual base salary of all our employees other than the CEO as of September 30, 2025. As such, we did not include employees of the SGK Business among our employee population because we identified our median employee following the SGK Transaction. As permitted by SEC rules, we excluded from our review employees based in China, Costa Rica, Czech Republic, India, Malaysia, and Russian Federation because those individuals, in the aggregate, make up less than 5% of our total employee base, representing approximately 244 employees. Contingent workers who provide services to Matthews but whose compensation is determined by an unaffiliated third party were also excluded from our determination of the median employee. We used an annual base salary as our consistently applied compensation measure as it represents the primary compensation component paid to all of our employees. As a result, annual base salary provides a reasonable depiction of total earnings for the purpose of identifying our median employee. We then calculated the median employee’s total annual compensation in accordance with the requirements of the Summary Compensation Table. We did not use any material estimates, assumptions, adjustments or statistical sampling to determine the worldwide median employee. Our median employee’s 2025 compensation was $74,089. Our Chief Executive Officer’s total 2025 compensation was $5,701,016 as reported in the Summary Compensation Table on page 83 . Accordingly , our 2025 CEO to Median Employee Pay Ratio was approximately 77:1.
Potential Payments upon Termination or Change in Control
Potential Payments upon Termination or Change in Control The following discussion describes and quantifies the payments that would be made to each of the NEOs at, following, or in connection with a variety of circumstances, assuming that each had taken place on September 30, 2025: (1) the executive resigns voluntarily without the consent of the Company; (2) the executive resigns voluntarily with the consent of the Company; (3) the executive is involuntarily terminated without cause; (4) the executive is involuntarily terminated with cause; (5) the executive dies or becomes permanently disabled while employed; (6) the executive retires; or (7) a change in control of the Company takes place. The Company’s executive management, including the NEOs, are subject to change-in-control agreements. These agreements provide certain benefits upon a change-in-control of the Company provided that, upon a change-in-control, the executive’s employment is terminated involuntarily or for good reason (“double-trigger”). Upon such double-trigger, the executive (including the CEO) is generally entitled to two times his or her annual base salary and target bonus, and accelerated vesting of awards under the long-term incentive plan. The change-in-control agreements also provide that any payments or benefits are subject to customary confidentiality, non-solicitation and non-competition provisions and delivery to the Company of a general release of claims. Restricted Stock. Under the terms of the existing restricted stock and restricted share unit awards, in the event of voluntary termination of employment without the Company’s consent or any involuntary terminations, any unvested restricted shares/share units are forfeited at the time of termination. In the event of death or termination due to permanent disability, retirement or voluntary termination with the Company’s consent, unvested performance-based restricted shares continue to vest for a period of two years following termination and unvested performance-based restricted share units continue to vest over the term of the award, notwithstanding such death, termination due to permanent disability, retirement, or voluntary termination with the Company’s consent. In the event of death or termination due to permanent disability, retirement or voluntary termination with the Company’s consent, unvested time-based restricted shares/share units become immediately vested. In the event of a change in control of the Company, all unvested time-based restricted shares/share units immediately vest in full. In addition, in the event of a change in control of the Company, all unvested performance-based restricted shares/share units immediately vest to the greater of (i) the amount that would have vested at target-level performance and (ii) the amount that would have vested assuming that applicable performance levels were extrapolated to the end of the applicable performance period. Notwithstanding the foregoing, time-based and performance-based restricted shares/share units held by the Company’s executive management that are subject to change in control agreements will accelerate upon satisfaction of the double-trigger conditions. The following table provides information on the potential incremental value of executive benefits occurring at, following, or in connection with each of the events described below, assuming such event would have occurred as of September 30, 2025.
Potential Payments upon Termination or Change in Control
| Named Executive | Executive Benefit and Payment upon Separation | Voluntary Termination Without Consent | Voluntary Termination With Consent (1) (2) | Involuntary Termination Without Cause | Involuntary Termination With Cause | Death or Disability (1) (2) | Retirement (1) (2) | Change in Control (3) | | J.C. Bartolacci | Performance-based Restricted Shares/Share Units | $— | $— | $— | $— | $— | $— | $— | | | Time-based Restricted Shares/Share Units | — | 4,375,013 | — | — | 4,375,013 | 4,375,013 | — | | | Total | — | 4,375,013 | — | — | 4,375,013 | 4,375,013 | — | | S.D. Gackenbach | Performance-based Restricted Shares/Share Units | — | — | — | — | — | — | — | | | Time-based Restricted Shares/Share Units | — | 746,610 | — | — | 746,610 | 746,610 | — | | | Total | — | 746,610 | — | — | 746,610 | 746,610 | — | | L.A. Lane | Performance-based Restricted Shares/Share Units | — | — | — | — | — | — | — | | | Time-based Restricted Shares/Share Units | — | 553,220 | — | — | 553,220 | 553,220 | — | | | Total | — | 553,220 | — | — | 553,220 | 553,220 | — | | S.F. Nicola | Performance-based Restricted Shares/Share Units | — | — | — | — | — | — | — | | | Time-based Restricted Shares/Share Units | — | 1,167,868 | — | — | 1,167,868 | 1,167,868 | — | | | Total | — | 1,167,868 | — | — | 1,167,868 | 1,167,868 | — |
Potential Payments upon Termination or Change in Control
| Named Executive | Executive Benefit and Payment upon Separation | Voluntary Termination Without Consent | Voluntary Termination With Consent (1) (2) | Involuntary Termination Without Cause | Involuntary Termination With Cause | Death or Disability (1) (2) | Retirement (1) (2) | Change in Control (3) | | B.D. Walters | Performance-based Restricted Shares/Share Units | — | — | — | — | — | — | — | | | Time-based Restricted Shares/Share Units | — | 698,050 | — | — | 698,050 | 698,050 | — | | | Total | — | 698,050 | — | — | 698,050 | 698,050 | — |
Potential Payments upon Termination or Change in Control
| (1) The vesting of performance-based restricted share units is determined based on achievement of certain performance conditions described in the underlying award agreements. Such agreements provide that vesting will not occur unless and until the applicable performance conditions are satisfied. As such, there is no value attributed to performance-based restricted share units under this column, other than with respect to any portion of an award for which performance criteria have been met as determined by the Compensation Committee. For a quantification of the performance-based restricted share units that vest at target level performance based on the closing price of the Company’s Common Stock on September 30, 2025, and for a description of the performance conditions thereof, see the “Outstanding Equity Awards at Fiscal Year End Table” above. |
Potential Payments upon Termination or Change in Control
| (2) The time-based restricted share unit value represents the value of unvested restricted share units as of September 30, 2025 that would vest upon termination as of September 30, 2025 (the “assumed time vested shares”). The value of the restricted share units is computed by multiplying the number of assumed time vested share units by $24.28, the closing price of Common Stock on the last trading day of fiscal 2025. |
Potential Payments upon Termination or Change in Control
| (3) Time and performance restricted share units may vest under certain change-in-control circumstances, subject to double-trigger change-in-control provisions which require a change in control and involuntary or good reason employment termination. See “Potential Payments upon Termination or Change in Control - Restricted Stock” above. For a quantification of the time-based restricted share units and for the performance-based restricted share units that vest at target level performance based on the closing price of the Company’s Common Stock on September 30, 2025, and for a description of the performance conditions thereof, see the “Outstanding Equity Awards at Fiscal Year End Table” above. |
Pay Versus Performance (“PVP”)
Pay Versus Performance (“PVP”) As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between compensation actually paid to our NEOs and certain financial performance metrics of the Company using a methodology that has been prescribed by the SEC.
Pay Versus Performance (“PVP”)
| | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Fiscal Year | Summary Compensation Table Total for PEO (1) | Compensation Actually Paid to PEO (1)(2) | Average Summary Compensation Table Total for non-PEO NEOs (1) | Average Compensation Actually Paid to non-PEO NEOs (1)(2) | Total Shareholder Return | Peer Group Total Shareholder Returns (3) | Net Income (Loss) ($ millions) | Adjusted EPS (4) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | $5,701,016 | $7,807,095 | $1,520,030 | $1,912,291 | $126.26 | $171.97 | $(16.9) | $1.26 | | 2024 | 5,808,360 | 544,837 | 1,721,866 | 549,011 | 115.83 | 166.79 | (59.7) | 2.17 | | 2023 | 6,473,964 | 13,579,529 | 1,639,651 | 3,236,466 | 188.13 | 138.46 | 37.8 | 2.88 | | 2022 | 6,050,371 | 1,750,908 | 2,487,573 | 1,496,085 | 105.71 | 113.18 | (99.8) | 2.88 | | 2021 | 6,732,304 | 11,435,108 | 1,892,820 | 2,961,890 | 159.12 | 136.35 | 2.9 | 3.28 |
Pay Versus Performance (“PVP”)
| (1) Mr. Bartolacci served as our principal executive officer (“PEO”) for the full fiscal year in each of 2025, 2024, 2023, 2022, and 2021. Our non-PEO named executive officers (NEOs) included: (a) for fiscal year 2025, Messrs. Gackenbach, |
Pay Versus Performance (“PVP”)
| Lane, Nicola, and Walters; (b) for fiscal year 2024, Messrs. Gackenbach, Kohl, Nicola, and Walters; (c) for fiscal year 2023, Messrs. Gackenbach, Kohl, Nicola, and Walters; (d) for fiscal year 2022, Messrs. Babe, Gackenbach, Nicola, and Walters; and (e) for fiscal year 2021, Messrs. Dunn, Gackenbach, Kohl, and Nicola. |
Pay Versus Performance (“PVP”)
| (2) The following amounts were deducted from / added to the Summary Compensation Table (“SCT”) total compensation in accordance with the SEC-mandated adjustments to calculate Compensation Actually Paid (“CAP”) to our principal executive officer (“PEO”) and average CAP to our non-PEO named executive officers. The fair value of equity awards was determined using methodologies and assumptions developed in a manner substantively consistent with those used to determine the grant date fair value of such awards. |