DEF 14A of Compass Minerals International Inc, Jan 29, 2024

DEF 14A of Compass Minerals International Inc

Filed Jan 29, 2024 · FY20230001308179-24-000022

Open on EDGAR

  1. Director Nominee Snapshot

    Director Nominee Snapshot

  2. Director Nominee Snapshot

    | GENDER DIVERSITY | INDEPENDENCE (NYSE STANDARDS) | AUDIT COMMITTEE EXPERTISE (SEC) | | 25% | 62.5% | 100% | | OUR DIRECTOR NOMINEES INCLUDE 2 FEMALE COMMITTEE CHAIRS | INCLUDING OUR CHAIRMAN | ALL DIRECTOR NOMINEES WHO ARE AUDIT COMMITTEE MEMBERS ARE CONSIDERED FINANCIAL EXPERTS | | AGE | TENURE | BOARD REFRESHMENT | | 55.5 | 2.8 | +6 | | AVERAGE AGE | AVERAGE TENURE | SIX OF OUR NOMINEES HAVE JOINED THE BOARD IN THE LAST FOUR YEARS |

  3. Director Nominee Snapshot

    | Skills, Experience and Attributes | | | | | | | | | | | | Business/Functional Leader | | | | | | | | | | | Financial Expert | | | | | | | | | | | Industry/End User Knowledge | | | | | | | | | | | International Business | | | | | | | | | | | Operations/Environmental, Health & Safety (EH&S) | | | | | | | | | | | Risk Management | | | | | | | | | | | Sales and Marketing | | | | | | | | | | | Strategy/M&A | | | | | | | | | | | Sustainability/Human Capital Management | | | | | | | | | | | Diversity | | | | | | | | | | | Race/Ethnicity | | | | | | | | | | | African American | | | | | | | | | | | White/Caucasian | | | | | | | | | | | Gender | | | | | | | | | | | Male | | | | | | | | | | | Female | | | | | | | | |

  4. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  5. Fiscal 2024 Nominees for Director

    Fiscal 2024 Nominees for Director

  6. Board Nominee Composition

    Board Nominee Composition

  7. Board Nominee Composition

    | INDEPENDENT | DIVERSITY | | AGE RANGE | | 62.5% | 25% GENDER | 12.5% ETHNIC | 40-68 YEARS | | AVERAGE TENURE | AVERAGE AGE | | JOINED IN LAST 4 YEARS | | 2.8 YEARS | 55.5 YEARS | | +6 |

  8. Board Nominee Composition

    | EDWARD C. DOWLING, JR. | PRESIDENT AND CEO, COMPASS MINERALS INTERNATIONAL, INC. |

  9. Board Nominee Composition

    | Age 68 Director since • 2022 Committees • Environmental, Health, Safety and Sustainability | PROFESSIONAL BACKGROUND • Became President and Chief Executive Officer of Compass Minerals in January, 2024. • Has over 30 years of mining experience, including as President and CEO of Alacer Gold Corp., a gold producer, from 2008 to 2012, and Chairman from 2013 to 2020. Previously, was President and CEO of Meridian Gold Inc., a gold and silver producer, from 2006 to 2007. • Served as Executive Director for Mining and Exploration at De Beers S.A., a diamond producer, from 2004 to 2006. • Served as Executive Vice President for Operations at Cleveland-Cliffs, Inc., an iron miner and steelmaker, from 1998 to 2004. • Previously served as chairman of the boards of Polyus Open Joint Stock Company and Copper Mountain Mining. | QUALIFICATIONS Mr. Dowling has: (i) extensive experience in the mining industry; (ii) substantial leadership and operational experience in complex, international businesses, which includes leadership positions based in multiple countries; (iii) extensive experience in advancing growth strategies, including mergers, divestitures and acquisitions; (iv) a strong background in human resources and talent development as well as compensation practices; and (v) recognized leadership in driving safety, environmental and sustainability improvements. Mr. Dowling’s leadership and strong strategic focus provide our Board with the insight necessary to strategically plan for the Company’s long-term success. He also provides valuable insight into our operations, management and culture, providing an essential link between management and the Board on management’s perspectives. | | | OTHER CURRENT PUBLIC COMPANY BOARDS • Teck Resources Ltd. | PRIOR PUBLIC COMPANY BOARDS • Copper Mountain Mining Corp. |

  10. Board Nominee Composition

    | MR. DOWLING’S QUALIFICATIONS AND ATTRIBUTES | | | | | | | | | | Business/Functional Leader | | International Business | | Risk Management | | Strategy/M&A | | | Industry/End User Knowledge | | Operations/EH&S | | Sales and Marketing | | Sustainability/Human Capital Management |

  11. Board Nominee Composition

    | RICHARD P. DEALY | CEO, PIONEER NATURAL RESOURCES |

  12. Board Nominee Composition

    | Age 57 Independent Director since • 2022 Committees • Audit • Compensation (Chair) | PROFESSIONAL BACKGROUND • Chief Executive Officer of Pioneer Natural Resources, an oil and gas exploration and production company, since January 2024. • Served as Pioneer Natural Resources’ President and Chief Operating Officer from 2020 through 2023, Executive Vice President and Chief Financial Officer from 2004 through 2020, Vice President and Chief Accounting Officer from 1998 to 2004, and Vice President and Controller from 1997 to 1998. • Joined Parker & Parsley, a predecessor of Pioneer Natural Resources, in 1992 and was promoted to Vice President and Controller in 1996. • Mr. Dealy is a certified Public Accountant and was employed by KPMG LLP before joining Parker & Parsley. | QUALIFICATIONS Mr. Dealy has: (i) extensive operating and managerial experience in complex businesses; (ii) proven financial expertise and knowledge of financial costs and systems; (iii) a strong background in strategy and mergers, acquisitions and divestitures; and (iv) experience in setting and communicating ESG strategy. Mr. Dealy’s operating and managerial acumen, financial experience, expertise in mergers and acquisitions and knowledge of ESG strategy make him a valuable member of our Board. |

  13. Board Nominee Composition

    | MR. DEALY’S QUALIFICATIONS AND ATTRIBUTES | | | | | | | | | | Business/Functional Leader | | Industry/End User Knowledge | | Risk Management | | Strategy/M&A | | | Financial Expert | | Operations/EH&S | | Sales and Marketing | | |

  14. Board Nominee Composition

    | VANCE O. HOLTZMAN | SR. VP OF INVESTMENTS, KOCH MINERALS & TRADING |

  15. Board Nominee Composition

    | Age 50 | PROFESSIONAL BACKGROUND • Senior Vice President of Investments at Koch Minerals and Trading, a subsidiary of Koch Industries, Inc., since 2018. • From 2012 to 2018, he was Chief Financial Officer of Koch Minerals. In this role, he was responsible for the leadership of the Finance, Information Technology, Accounting, Tax and Risk Management functions. • Joined Koch in 2004 and has held several roles of increasing responsibility. Serves on the board of direcotrs of KOMSA, Onyx Coal, PQ Chemicals and Hybar Steel. | QUALIFICATIONS Mr. Holtzman has: (i) proven financial expertise; (ii) significant experience with companies in extractive industries; and (iii) a strong background in mergers, acquisitions, divestitures and investments. Mr. Holtzman brings to our Board extensive leadership experience with an emphasis on extractive industries. He also has proven financial expertise and experience in mergers and acquisitions. |

  16. Board Nominee Composition

    | MR. HOLTZMAN’S QUALIFICATIONS AND ATTRIBUTES | | | | | | | | Business/Functional Leader | | International Business | | Strategy/M&A | | | Industry/End User Knowledge | | Risk Management | | |

  17. Board Nominee Composition

    | GARETH T. JOYCE | CEO, PROTERRA INC |

  18. Board Nominee Composition

    | Age 50 Independent Director since • 2021 Committees • Environmental, Health, Safety and Sustainability (Chair) • Nominating/ Corporate Governance | PROFESSIONAL BACKGROUND • Chief Executive Officer of Proterra Inc., an electric vehicle technology company. • Served as President of Proterra during 2021 and as President, Proterra Powered and Energy, from 2020 to 2021. • Served at Delta Airlines Inc., an international airline, as Chief Sustainability Officer in 2020; Senior Vice President, Airport Customer Service, and President, Delta Cargo, from 2017 to 2020; and President, Delta Cargo, from 2016 to 2017. • From 2004 to 2016, held roles of increasing responsibility at Daimler AG, an international automobile manufacturer, including as President and Chief Executive Officer, Mercedes-Benz Canada, and Vice President, Customer Service, Mercedes-Benz USA. | QUALIFICATIONS Mr. Joyce has: (i) substantial leadership and operational experience in complex, international businesses, which includes leadership positions based in multiple countries; (ii) industry-leading knowledge in the transportation sector, with a focus on electric vehicle battery technology and markets; (iii) proven expertise in sustainability; and (iv) experience in strategic planning, customer service, sales and general management. Mr. Joyce’s extensive experience in the transportation sector and focus on electric vehicle battery technology and markets make him a valuable member of our Board. He also provides our Board expertise in sustainability. | | | OTHER CURRENT PUBLIC COMPANY BOARDS • Proterra Inc. | |

  19. Board Nominee Composition

    | MR. JOYCE’S QUALIFICATIONS AND ATTRIBUTES | | | | | | | | | | Business/Functional Leader | | International Business | | Risk Management | | Strategy/M&A | | | Industry/End User Knowledge | | Operations/EH&S | | Sales and Marketing | | Sustainability/Human Capital Management |

  20. Board Nominee Composition

    | MELISSA M. MILLER | EVP AND CHIEF HR OFFICER, ARCONIC CORPORATION |

  21. Board Nominee Composition

    | Age 52 Independent Director since • 2022 Committees • Compensation • Nominating/ Corporate Governance (Chair) | PROFESSIONAL BACKGROUND • Executive Vice President and Chief Human Resources Officer of Arconic Corporation, which specializes in lightweight metals engineering and manufacturing, since it separated from Arconic, Inc. in 2020. • Previously was Vice President of Human Resources for Arconic, Inc.’s Global Rolled Products businesses from 2017 to 2020 and of its Transportation and Construction Systems businesses from 2016 to 2017. • Held multiple leadership roles with a broad spectrum of progressive HR responsibilities at Arconic’s predecessor, Alcoa, from 2005 to 2016, including as Director, Global Human Resources, Building and Construction Systems from 2011 to 2016. • Prior to joining Alcoa, Ms. Miller worked in several HR-related roles at Marconi (formally known as FORE systems) for more than seven years. | QUALIFICATIONS Ms. Miller has: (i) comprehensive management experience in large, publicly traded international companies; (ii) a strong background in human resources and talent development as well as compensation practices; (iii) experience in the development and execution of a human resources strategy; and (iv) substantial diversity and inclusion leadership skills. Ms. Miller’s extensive management experience and distinctive knowledge of compensation and corporate benefits provide value to our Board. |

  22. Board Nominee Composition

    | MS. MILLER’S QUALIFICATIONS AND ATTRIBUTES | | | | | | | | Business/Functional Leader | | International Business | | Strategy/M&A | | | Risk Management | | Sustainability/Human Capital Management | | |

  23. Board Nominee Composition

    | JOSEPH E. REECE | MANAGING MEMBER, SILVERBOX CAPITAL, LLC |

  24. Board Nominee Composition

    | Age 62 Independent Director since • 2019 Non-Executive Chairman of the Board Committees • Audit • Nominating/ Corporate Governance | PROFESSIONAL BACKGROUND • Managing Member of SilverBox Capital, LLC, an alternative investment manager that he co-founded, and its predecessors since 2015. • Previously served as Executive Vice Chairman and Head of UBS Securities LLC’s Investment Bank for the Americas from 2017 to 2018 and on the board of directors for UBS Securities LLC. • Served as a consultant to BDT & Company from October 2019 to November 2021. • Served in roles of increasing responsibility at Credit Suisse from 1997 to 2015, including as Global Head of Equity Capital Markets and Co-Head of Credit Risk. • Practiced law for ten years, including at the law firm Skadden, Arps, Slate, Meagher & Flom LLP and at the Securities and Exchange Commission (the “SEC”). | QUALIFICATIONS Mr. Reece has: (i) demonstrated executive leadership with global investment banking firms; (ii) extensive capital markets experience; (iii) substantial mergers, acquisition and investment experience, including in the mining and natural resources sectors; and (iv) a strong understanding of corporate governance and securities laws. Mr. Reece’s extensive leadership experience in investment banking combined with his proven expertise in capital markets, strategy and mergers and acquisitions make him a valuable member of our Board and effective leader as Non-Executive Chairman of the Board. | | | OTHER CURRENT PUBLIC COMPANY BOARDS • NCR Atleos, Inc. | PRIOR PUBLIC COMPANY BOARDS • Atlas Technical Consultants, Inc. • Boxwood Merger Corp. • CST Brands, Inc. • Del Frisco’s Restaurant Group, Inc. • LSB Industries, Inc. • NCR Corporation • Quotient Technology Inc. • RumbleOn, Inc. • SilverBox Engaged Merger Corp. |

  25. Board Nominee Composition

    | MR. REECE’S QUALIFICATIONS AND ATTRIBUTES | | | | | | | | | | Business/Functional Leader | | Industry/End User Knowledge | | Risk Management | | Strategy/M&A | | | Financial Expert | | International Business | | Sales and Marketing | | |

  26. Board Nominee Composition

    | SHANE T. WAGNON | VP TRADING AND TERMINALS, KOCH CARBON, LLC |

  27. Board Nominee Composition

    | Age 40 Director since • 2022 | PROFESSIONAL BACKGROUND • Vice President of Trading and Terminals for Koch Carbon, LLC, a subsidiary of Koch Industries, Inc., since 2019. • Served as General Manager of Koch’s Global Sulfur business from 2012 to 2019. • Joined Koch in 2004 via its INVISTA subsidiary. Prior to his commercial leadership roles, Mr. Wagnon served in various business development capacities including capital projects, M&A, corporate restructuring, private equity partnerships and tax-equity investments. | QUALIFICATIONS Mr. Wagnon has: (i) leadership and management experience in complex businesses; (ii) expertise in energy and manufacturing, and experience negotiating sales to miners and producers of fertilizers and chemicals; and (iii) substantial experience in strategic planning and mergers and acquisitions. Mr. Wagnon’s industry knowledge and leadership and management experience make him a valuable member of our Board. |

  28. Board Nominee Composition

    | MR. WAGNON’S QUALIFICATIONS AND ATTRIBUTES | | | | | | | | Business/Functional Leader | | Operations/EH&S | | Sales and Marketing | | | Industry/End User Knowledge | | Risk Management | | Strategy/M&A |

  29. Board Nominee Composition

    | LORI A. WALKER | RETIRED CFO AND SVP, THE VALSPAR CORPORATION |

  30. Board Nominee Composition

    | Age 66 Independent Director since • 2015 Committees • Audit (Chair) • Nominating/ Corporate Governance | PROFESSIONAL BACKGROUND • Served as CFO and SVP of The Valspar Corporation, a global coatings manufacturer, from 2008 to 2013, where she led the Finance, IT and Communications teams. • Served as Valspar’s VP, Controller and Treasurer from 2004 to 2008, and as VP and Controller from 2001 to 2004. • Prior to joining Valspar, worked at Honeywell, Inc., a global conglomerate of commercial and consumer products, for 20 years in roles with progressively increasing responsibility, including as Director of Global Financial Risk Management. • Currently serves on the board of directors of Southwire Company, LLC, a private company. | QUALIFICATIONS Ms. Walker has: (i) extensive experience as a financial executive with broad knowledge of financial controls and systems; (ii) strategic planning expertise; (iii) a strong background in mergers, acquisitions, divestitures and strategic alliances; and (iv) active service as audit committee chair of a public company and a private company. Ms. Walker’s extensive financial leadership experience in global, publicly traded companies, knowledge of financial controls and systems and risk management and understanding of IT infrastructure have made her a valuable member of our Board and Chair of the Audit Committee. | | | OTHER CURRENT PUBLIC COMPANY BOARDS • Constellium N.V. • Hayward Holdings, Inc. | |

  31. Board Nominee Composition

    | MS. WALKER’S QUALIFICATIONS AND ATTRIBUTES | | | | | | | | Business/Functional Leader | | Financial Expert | | Risk Management | | | International Business | | Strategy/M&A | | |

  32. Board of Directors and Board Committees

    Board of Directors and Board Committees

  33. Role of the Board of Directors

    Role of the Board of Directors Our Board is elected by our stockholders to oversee our management, to help ensure we meet our responsibilities to our stockholders, and to build long-term growth in stockholder value. Beyond its general oversight of management, our Board performs a number of critical roles in:

  34. Role of the Board of Directors

    | • | our strategic planning process; | | • | our enterprise risk management processes; | | • | selecting the CEO; and | | • | executive officer succession planning. |

  35. Role of the Board of Directors

    Our Board has adopted Corporate Governance Guidelines, which are available on our website at compassminerals.com.

  36. Board Leadership

    Board Leadership

  37. Board Leadership

    | JOSEPH E. REECE | | | Age 62 Independent Non-Executive Chairman of the Board since May 18, 2021 | OUR BOARD IS LED BY A NON-EXECUTIVE CHAIRMAN OF THE BOARD, WHO MUST BE AN INDEPENDENT DIRECTOR. Mr. Reece has been serving as our Non-Executive Chairman of the Board since May 18, 2021, and has been a member of our Board since March 6, 2019. Under our Corporate Governance Guidelines, the Non-Executive Chairman of the Board’s duties and responsibilities include: • Acting as an adviser to the CEO; • Establishing Board meeting agendas and the appropriate schedule of Board meetings, in consultation with the CEO, and considering agenda items suggested by independent and non-employee directors; • Directing that specific information be included in Board materials delivered in advance of Board meetings and working with Board committees to assess the quality, quantity and timeliness of the flow of information from management to the Board; • Presiding at all Board and stockholder meetings; • Developing and establishing the agenda for, and presiding at, executive sessions of the Board’s independent and non-employee directors; • Acting as the principal liaison between the independent directors and the CEO; • Working with the Nominating/Corporate Governance Committee (the “Governance Committee”) to recommend to the Board the membership of the Board committees and Board committee chairs; • Leading the annual evaluation of the CEO (in conjunction with the Compensation Committee), the Board, the Board committees and individual directors; • Calling meetings of the independent and non-employee directors; • Being available to advise the committee chairs in fulfilling their designated roles and responsibilities; and • Being the external spokesperson for the Board and available for communication with stockholders, upon reasonable request. |

  38. Board Leadership

    Our Board regularly considers whether our leadership structure is appropriate and has concluded that separating the Chairman and CEO roles is appropriate. In particular, this leadership structure clarifies the individual roles and responsibilities of the CEO and Chairman, streamlines decision making and enhances accountability. Mr. Reece has in-depth knowledge of the issues, challenges and opportunities facing Compass Minerals, expertise in capital markets and strategy, and proven leadership capabilities. As a result, our Board believes he has all of the qualities necessary to be an effective leader as Non-Executive Chairman of the Board. The Board believes the current structure appropriately allows full discussion of significant issues, supported by input from our management and independent directors. Our Corporate Governance Guidelines include a succession plan for our Non-Executive Chairman of the Board. Specifically, in the event our Non-Executive Chairman of the Board is unable to serve in this capacity, the most tenured independent director would serve as the Non-Executive Chairman of the Board until the Board members select a new Non-Executive Chairman of the Board.

  39. Fiscal 2023 Non-Employee Director Compensation

    Fiscal 2023 Non-Employee Director Compensation

  40. FISCAL 2023 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

    FISCAL 2023 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

  41. FISCAL 2023 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

    | Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | Total ($) | | Richard P. Dealy | 25,625 | 198,859 | 224,484 | | Edward C. Dowling, Jr.(3) | 13,125 | 219,493 | 232,618 | | Eric Ford(4) | 25,625 | 189,720 | 215,345 | | Jill V. Gardiner(5) | - | 136,619 | 136,619 | | Gareth T. Joyce | 23,750 | 196,311 | 220,061 | | Melissa M. Miller | 23,750 | 197,902 | 221,652 | | Joseph E. Reece | - | 400,085 | 400,085 | | Lori A. Walker | 28,125 | 210,082 | 238,207 | | Paul S. Williams(6) | 37,472 | - | 37,472 | | Amy J. Yoder(6) | 39,042 | - | 39,042 |

  42. FISCAL 2023 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

    | (1) The amounts included in this column represent the annual retainer and service fees paid in cash to each non-employee director. | | (2) Represents equity compensation paid in the form of shares of our common stock, RSUs and DSUs, including annual equity awards and annual retainer and service fees, payable in equity. The amounts represent the grant date fair value recognized in accordance with FASB ASC Topic 718. The number of shares of common stock, RSUs and DSUs granted was based on the market value of our common stock on each grant date. The amounts include DSUs and RSUs that will vest at the 2024 Annual Meeting (2,989 RSUs for Mr. Dealy, 2,989 DSUs for Mr. Dowling, 2,989 RSUs for Mr. Joyce, 2,989 RSUs for Ms. Miller, 5,603 DSUs for Mr. Reece and 2,989 RSUs for Ms. Walker). For Mr. Ford, the amount includes 1,515 RSUs that were converted to shares of common stock and 1,474 RSUs that were forfeited in August 2023 upon Mr. Ford’s resignation from the Board. For Ms. Gardiner, the amount includes 2,947 DSUs that will vest on May 3, 2024. In addition, the amounts also include annual retainer and service fees granted in the form of common stock and DSUs (2,479 shares of common stock for Mr. Dealy, 3,035 shares of common stock for Mr. Dowling, 2,100 shares of common stock for Mr. Ford, 1,406 DSUs for Ms. Gardiner, 2,404 shares of common stock for Mr. Joyce, 2,455 shares of common stock for Ms. Miller, 5,196 DSUs for Mr. Reece and 2,832 shares of common stock for Ms. Walker). | | (3) Although Mr. Dowling is currently our Chief Executive Officer, he was not an employee of the Company during fiscal 2023. | | (4) Prorated based on Board service ending on August 18, 2023. | | (5) Prorated based on joining our Board on May 3, 2023. | | (6) Prorated based on Board service ending on February 15, 2023. |

  43. Value

    Value We operate several unique, high-quality assets that are irreplaceable in their served markets and have tremendous intrinsic value. Compass Minerals continues to focus on strong execution within the core Salt and Plant Nutrition businesses and growing its emerging Fire Retardant business. Leadership Changes Mr. Dowling was appointed as President and Chief Executive Officer on January 18, 2024, having previously served on the Environment, Health, Safety and Sustainability Committee and as Chair of the Compensation Committee of the Board of Directors. We entered into an employment agreement with Mr. Dowling, as described in more detail under “Executive Compensation Decisions for Fiscal 2024.” Mr. Crutchfield (who had been serving as President and Chief Executive Officer) departed the Company on January 17, 2024. In connection with his departure, Mr. Crutchfield was entitled to severance payments under his amended and restated employment agreement, and we entered into separation and consulting agreements with Mr. Crutchfield, which provides that Mr. Crutchfield will serve as a consultant to the Company through the end of the fiscal year, at a rate of $22,500 per month (pro-rated for any partial months) to help ensure a smooth transition, and receive severance payments and benefits, as described in more detail under “Executive Compensation Tables-Agreements with Mr. Crutchfield, our former President and CEO.” Mr. Standen (who had been serving as Chief Commercial Officer) departed the Company on January 16, 2024. In connection with his departure, Mr. Standen was entitled to severance payments under our Executive Severance Plan, as described in more detail under “Executive Compensation Tables-Agreement with Mr. Standen, our former Chief Commercial Officer.”

  44. Setting Executive Compensation

    | Compensation Element | Changes to fiscal 2023 Executive Compensation Program | | 1 Base Salaries (effective December 1, 2022) | A 3.5% increase to the base salaries for Mr. Crenshaw, Ms. Frontczak and Mr. Standen. A 4.5% increase to the base salary for Mr. Schuller, Jr. | | 2 Management Annual Incentive Program (MAIP) | No changes were made to the fiscal 2023 MAIP target for NEOs. In addition, we replaced the Total Case Incident Rate performance metric with Total Recordable Injury Rate, as well as incorporated the Winter Impact Benchmark Adjustment, as further described below. | | 3 Long-Term Incentive Compensation | No changes were made to the fiscal 2023 target grant percentages of annual equity awards, other than for Mr. Crutchfield whose target grant percentage increased from 325% to 350% in accordance with the Crutchfield Amended Employment Agreement. Fiscal 2023 awards were granted on October 15, 2022. In addition, we removed the RSU performance hurdle. |

  45. Fiscal 2023 Key Compensation Elements

    | Compensation Element | Purpose | | 1 Base Salaries | Base salary is earned in return for the day-to-day job performed as well as the NEO’s scope of responsibilities. We believe our base salaries are competitive and appropriate to attract and retain top talent. | | 2 Management Annual Incentive Program (MAIP) | The MAIP, our annual cash bonus program, offers variable performance-based compensation that rewards our NEOs for individual and overall Company performance results achieved in the most recently completed fiscal year. Most of the targets used for determining payments for NEOs under the MAIP are also used in determining bonuses for large parts of the broader organization, thereby aligning executives and other employees on common goals that are established annually. | | 3 Long-Term Incentive Compensation | These awards generally take the form of RSUs and PSUs to align management with long-term stockholder interests as well as provide an appropriate balance between performance based pay and time-vesting awards that support retention. We believe this mix of equity incentives motivates and rewards our NEOs for sustaining long-term financial and operational performance that increases stockholder value. |

  46. Linking Compensation to Performance

    | (i) | base salary as of September 30, 2023, | | (ii) | fiscal 2023 MAIP bonus at target, and | | (iii) | target grant value of fiscal 2023 equity awards (our long-term incentive compensation). |

  47. Executive Compensation Framework and Governance

    | This commitment leads to compensation programs that are designed to: | | | | Provide employees with an attractive, market competitive pay opportunity that delivers an appropriate balance of incentive-based pay and fixed compensation. | | | Foster a pay-for-performance culture that motivates employees to achieve exceptional levels of performance. | | | Drive an environment of accountability, teamwork and cross-functional collaboration. | | | Utilize a framework that is simple to understand, provides flexibility to grow, attracts the talent Compass Minerals needs to be successful, and is linked to measurable benchmarks relevant to our business. | | | Be consistent with our long-term business strategy. | | | • Focus on the efficient use of resources. | | | • Motivate participants to overcome challenges. | | | • Strive for continuous improvement that can be adapted for the changing markets and environments in which we operate. |

  48. Executive Compensation Framework and Governance

    | To achieve these compensation objectives, our executive officer compensation program is based on the principles described below. | | | | Be competitive and encourage continued service. Our executive officer compensation program’s design and levels are set considering the practices of similar companies with which we compete for talent. All of our equity awards are subject to vesting schedules, which provide an incentive for continued employment. Further, our executive officers’ target total direct compensation opportunity is generally aligned with the median of total executive officer compensation programs of our peer group. Actual total compensation earned by each NEO will be above or below the median of our peer group, depending on our performance, the individual experience and performance of each executive officer and other Compensation Committee considerations. | | | Foster a pay-for-performance culture. Base pay, MAIP awards and long-term incentive compensation awards are based on an individual’s job (role and level), experience and performance compared against specified financial, operational and strategic business goals (as appropriate to the individual’s position). Also considered are Company performance, the desired pay relationships among executive officers and market practices. | | | Drive results through accountability, teamwork and collaboration. Our executive officer compensation program emphasizes variable, incentive award opportunities, which are payable if specified goals are achieved or our stock delivers strong total return to stockholders. We provide NEOs annual cash and long-term equity incentive opportunities for which payout results depend on our performance that are designed to represent the majority of each NEO’s total compensation. | | | Align interests with stockholders. NEOs are required to maintain a minimum level of stock ownership within five years of appointment to encourage them to align their financial interest with those of our stockholders. See “Proposal 1—Election of Directors—Corporate Governance—Stock Ownership Guidelines” for more information about our stock ownership guidelines. | | | Improve safety. Our MAIP includes total recordable injury rate (which measures our safety performance) as a performance metric applicable to all executive officers. | | | Utilize a framework that is simple to understand and linked to cost effectiveness. Our MAIP and long-term incentive compensation programs are based on our financial performance and are not guaranteed. MAIP and PSU awards are earned as specified goals are achieved, subject to thresholds, and contain a maximum limit for each employee. |

  49. Direct Compensation Elements

    | | Compensation Element | Form | Vesting and Performance Period | How Amount is Determined | Purpose and Key Features | | | 1 Base Salary | • Cash | • Ongoing | • Competitive market data • Scope of responsibilities • Experience and knowledge • Internal equity • Individual performance | • Provides a fixed competitive level of cash compensation for services rendered • Recognizes job responsibilities • Merit and market-related adjustments are not guaranteed each year | | | 2 Management Annual Incentive Program (MAIP) | • Cash | • 1-year performance period | • Award opportunities set as a percent of base pay based on competitive data • Award payouts based on Company financial performance and shared performance goals for the performance period | • Creates alignment across large parts of the organization with the use of common performance measures • Motivates and rewards for achievement of near-term priorities, consistent with our annual operating plan • Awards are paid to the extent that goals are achieved • The maximum payout is capped at 200% of target | | | 3 Long-Term Incentives | • Equity • 40% RSUs • 60% rTSR PSUs | | • Award opportunities set as a percent of base salary based on competitive data | • Motivates and rewards for achievement of long-term goals and superior stockholder returns, which aligns with stockholder interests • Promotes retention • Allows executive officers to accumulate a meaningful amount of our common stock over time • Vesting and earning over time encourages a focus on earnings sustainability | | | | • RSUs | • Vests one-third per year after grant | • Value at vesting is based on stock price | | | | | • rTSR PSUs | • 100% vested 3 years after grant based on results for 3-year performance period | • Value at vesting is based on stock price. 0-300% of target number earned based on the Company’s TSR relative to other companies during the 3-year performance period | |

  50. Peer Groups and Benchmarking

    Peer Groups and Benchmarking The Compensation Committee, with assistance from FW Cook, its independent compensation consultant, annually reviews specific criteria and recommendations regarding companies to add to or remove from our peer group. FW Cook, at the direction of our Compensation Committee, utilized objective business and financial criteria to select for our fiscal 2023 peer group publicly-traded companies in comparable industries with comparable pay models, revenues and Company market capitalization values. Based on FW Cook’s analysis and recommendations, the Compensation Committee approved in May 2022 the following list of companies for our fiscal 2023 peer group. In addition, in May 2023, the Compensation Committee, with the assistance of FW Cook, determined to make no further modifications to our fiscal 2024 peer group. At the time of review, all peer group companies were publicly-traded, stand-alone companies of appropriate size and within relevant industries that the Compensation Committee believed compete with us in labor markets and follow similar pay models, and had U.S.-based executives and executive compensation programs, which appear to conform to typical U.S. practices. In addition, our market capitalization and revenue approximated the median of the peer group at the time of review. All are U.S.-based and traded on the NYSE or Nasdaq.

  51. Fiscal 2023 and Fiscal 2024 Peer Group Companies

    Fiscal 2023 and Fiscal 2024 Peer Group Companies

  52. Fiscal 2023 and Fiscal 2024 Peer Group Companies

    | • | Albemarle Corporation | • | Innospec Inc. | • | Tronox Limited | | • | Alpha Metallurgical Resources, Inc. | • | Koppers Holdings | • | U.S. Silica Holdings, Inc. | | • | Arch Resources | • | Livent | • | Warrior Met Coal, Inc. | | • | Balchem Corporation | • | Minerals Technologies Inc. | | | | • | Coeur Mining, Inc. | • | Peabody Energy Corporation | | | | • | Eagle Materials Inc. | • | Sensient Technologies Corporation | | | | • | Hecla Mining Company | • | Summit Materials Inc. | | |

  53. Fiscal 2023 and Fiscal 2024 Peer Group Companies

    With the assistance of its independent compensation consultant, the Compensation Committee reviews a summary of compensation practices of our peer group and annually compares our three principal elements of direct compensation (base pay, annual MAIP incentive opportunity and long-term incentive compensation) with similar programs at our peer group companies to ensure our NEO total compensation is within a reasonably competitive range of our peers. The Compensation Committee also considers other factors, including individual performance, responsibilities and experience. In setting fiscal 2023 compensation, the Compensation Committee also considered our market group, which is comprised of a blend of our peer group and market data from reputable survey sources. Our peer group data, along with market group data, is used to ensure we have an accurate size and scope of data for setting competitive pay positions for our NEOs.

  54. Base Salary

    | (i) the relationship between our base salary levels, the base salaries of comparable positions at peer group companies and the blended market level of the base salaries of our market group, with a view towards recruiting and retaining talent, and | | (ii) the experience, knowledge, responsibilities, skills, potential and performance of the individual NEO. |

  55. Fiscal 2023 Management Annual Incentive Program

    Fiscal 2023 Management Annual Incentive Program

  56. Fiscal 2023 MAIP Bonus Formula

    Fiscal 2023 MAIP Bonus Formula In fiscal 2023, MAIP bonuses to our NEOs were calculated using the following formula.

  57. MAIP Target Bonus Percentage

    MAIP Target Bonus Percentage Each NEO’s target MAIP bonus is based on a percentage of the NEO’s base salary. Actual MAIP bonuses may range from 0% to 200% of bonus targets, depending on the MAIP performance factor and actual results achieved against the MAIP performance factor. The target MAIP bonus percentages are set by the Compensation Committee and intended to be market competitive and consistent with the median short-term cash bonus percentages of our market group. The NEO’s fiscal 2023 target MAIP percentages and target bonuses are set forth below. For fiscal 2023, the Compensation Committee, in consultation with FW Cook, reviewed our NEO’s total compensation to ensure appropriate alignment with our peer group, to reflect the market for executive talent and to recognize individual performance, scope of responsibilities and contribution to the Company. Based on this review, the Compensation Committee determined in November 2022 to make no changes to the target percentages for the NEOs.

  58. MAIP Target Bonus Percentage

    | NEO | Base Salary ($) | Target MAIP (%) | Target MAIP Bonus ($) | | K. Crutchfield | 1,124,000 | 150% | 1,686,000 | | L. Crenshaw | 556,313 | 70% | 389,419 | | M. Frontczak | 521,640 | 70% | 365,148 | | G. Schuller, Jr. | 696,754 | 75% | 522,565 | | J. Standen | 517,500 | 70% | 362,250 |

  59. Performance Factor Achievement

    | Percent of Performance Achieved | Adjusted EBITDA ($ millions)(1) | Resulting Performance Factor Achievement Payout | | Less than 75% | — | 0% | | Threshold: 75% | 164.0 | 50% | | Target: 100% | 218.7 | 100% | | Maximum: 120% or greater | 262.4 | 200% |

  60. Performance Factor Achievement

    | Percent of Performance Achieved | Adjusted Operating Cash Flow ($ millions)(1) | Resulting Performance Factor Achievement Payout | | Less than 75% | — | 0% | | Threshold: 75% | 72.3 | 50% | | Target: 100% | 96.4 | 100% | | Maximum: 120% or greater | 115.7 | 200% |

  61. Performance Factor Achievement

    | Percent of Performance Achieved | TRIR | Resulting Performance Factor Achievement Payout | | Less than 75% | — | 0% | | Threshold: 75% | 2.29 | 50% | | Target: 100% | 1.72 | 100% | | Maximum: 120% or greater | 1.43 | 200% |

  62. Performance Factor Achievement

    | Percent of Performance Achieved | Shared Performance Objectives | Resulting Performance Factor Achievement Payout | | Less than 75% | — | 0% | | Threshold: 75% | 22.5 points | 50% | | Target: 100% | 30 points | 100% | | Maximum: 120% or greater | 36 points | 200% |

  63. MAIP Bonuses Paid

    MAIP Bonuses Paid All MAIP bonuses are approved by the Compensation Committee following its review and approval of the performance factor achievement levels. The following table shows the fiscal 2023 MAIP bonuses paid to NEOs.

  64. MAIP Bonuses Paid

    | NEO | MAIP Bonus Paid ($) | Target MAIP Bonus ($) | Percentage of Target MAIP Bonus | | K. Crutchfield | 1,921,113 | 1,686,000 | 113.95% | | L. Crenshaw | 418,723 | 389,419 | 107.53% | | M. Frontczak | 416,068 | 365,148 | 113.95% | | G. Schuller, Jr. | 595,437 | 522,565 | 113.95% | | J. Standen | 387,766 | 362,250 | 107.04% |

  65. Long-Term Incentive Compensation

    Long-Term Incentive Compensation

  66. Overview

    Overview Our executive compensation program includes long-term incentive compensation to reward performance through the use of equity-based awards, which emphasize long-term stockholder value creation and aim to align stockholder interests and Company objectives as well as balance performance based pay and retention. The annual equity awards granted by the Compensation Committee to NEOs, in October 2022, were a combination of RSUs and PSUs, with a target grant value mix of 40% RSUs and 60% PSUs. The PSUs have performance criteria based on relative total shareholder return (“rTSR”) and the number of shares that may be awarded to NEOs on vesting will depend on our actual results measured against the performance criteria.

  67. Fiscal 2023 Restricted Stock Unit Annual Grants

    Fiscal 2023 Restricted Stock Unit Annual Grants NEOs were granted RSUs on October 15, 2022. These RSUs vest in three equal annual installments, beginning on the first anniversary of the grant date and ending on October 15, 2025 (three years after the grant date). Each RSU represents the right to receive one share of Compass Minerals common stock. NEOs have no voting rights with respect to RSUs. The RSUs have dividend equivalents, which entitle the NEOs to the same dividend value per share as holders of our common stock.

  68. Fiscal 2023 Performance Stock Unit Annual Grants

    Fiscal 2023 Performance Stock Unit Annual Grants NEOs were granted rTSR PSUs on October 15, 2022. These PSUs have a three-year performance period and will vest on October 15, 2025 (three years after the grant date), to the extent the performance criteria are met (i.e., to the extent the PSUs are earned). Each PSU represents the right to receive one share of our common stock. Based on the performance at the end of the three-year performance period, NEOs may earn less or more than the target number of PSU awards granted. NEOs have no voting rights with respect to PSUs. The fiscal 2023 rTSR PSU grants are measured by ranking our three-year total shareholder return relative to our peer group during the three-year performance period. At the end of the performance period, the number of shares of common stock that will be earned with respect to each rTSR PSU will be calculated by using a straight-line interpolation between threshold and target, between target and stretch, and between stretch and maximum, as follows.

  69. Fiscal 2023 Performance Stock Unit Annual Grants

    | Benchmark Ranking | Percentage of rTSR PSU Earned | | Less than 25th Percentile | 0% | | Threshold: 25th Percentile | 50% | | Target: 50th Percentile | 100% | | Stretch: 75th Percentile | 200% | | Maximum: Equal to or greater than 95th Percentile | 300% |

  70. Fiscal 2023 Performance Stock Unit Annual Grants

    Dividend equivalents are accumulated and paid only on PSUs actually earned and are paid when the shares underlying the PSUs are issued. If no PSUs are earned, the PSUs will be forfeited and no dividend equivalents will be paid.

  71. Status of Annual Performance Stock Unit Grants

    Status of Annual Performance Stock Unit Grants The following table shows the annual PSUs earned in fiscal 2022 and fiscal 2023, as well as PSUs that will vest in fiscal 2024, following the completion of the three-year performance periods.

  72. Status of Annual Performance Stock Unit Grants

    | Performance Period | Vesting Date | Performance Measure | PSUs Earned | | April 1, 2019 – March 31, 2022 | April 1, 2022 | rTSR | 69.57% | | January 1, 2019 – December 31, 2021 | April 1, 2022 | ROIC | 0% | | January 1, 2020 – December 31, 2022 | January 13, 2023 | rTSR | 0% | | January 1, 2021 – December 31, 2023 | January 13, 2024 | EBITDA Growth | TBD |

  73. Fiscal 2023 Annual Target Grant Values

    Fiscal 2023 Annual Target Grant Values The following table summarizes the target grant value of annual equity awards and the number of equity awards granted in October 2022 to our NEOs. In August 2022, the Compensation Committee, in consultation with FW Cook, reviewed our NEOs total compensation to ensure appropriate alignment with our market group, to reflect the market for executive talent and to recognize individual performance and contribution to the Company. Based on this review, the Compensation Committee, in October 2022, determined to make no changes to the award target grant percentage (which is a percentage of base salary) for NEOs as compared to fiscal 2022, other than for Mr. Crutchfield as reflected in the amended and restated employment agreement with Mr. Crutchfield on August 5, 2022.

  74. Fiscal 2023 Annual Target Grant Values

    | NEO | Target Grant Value(1) ($) | Target Grant Percentage | RSUs Granted(2) (#) | rTSR PSUs Granted(3) (#) | | K. Crutchfield | 3,934,000 | 350% | 41,696 | 62,544 | | L. Crenshaw | 1,021,250 | 190% | 10,825 | 16,237 | | M. Frontczak | 907,200 | 180% | 9,616 | 14,423 |

  75. Fiscal 2023 Annual Target Grant Values

    | NEO | Target Grant Value(1) ($) | Target Grant Percentage | RSUs Granted(2) (#) | rTSR PSUs Granted(3) (#) | | G. Schuller, Jr. | 1,266,825 | 190% | 13,427 | 20,141 | | J. Standen | 900,000 | 180% | 9,539 | 14,309 |

  76. Fiscal 2023 Annual Target Grant Values

    | (1) The Compensation Committee determined the target grant value in October 2022 for all NEOs. | | (2) The number of RSUs granted is equal to 40% of the target grant value, divided by the closing stock price on the October 15, 2022 grant date for all NEOs. | | (3) The number of PSUs granted is equal to 60% of the target grant value, divided by the closing stock price on the October 15, 2022 grant date for all NEOs. |

  77. Fiscal 2024 Compensation Decisions

    | • | was appropriately aligned with our peer group, | | • | reflected the market for executive talent, and | | • | recognized individual performance and contribution to the Company. |

  78. Fiscal 2024 Compensation Decisions

    | Compensation Element | Changes to fiscal 2024 Executive Compensation Program | | 1 Base Salaries (effective December 1, 2023) | Base salary increases are as follows: 2% for Mr. Crenshaw, 4% for Ms. Frontczak, 3% for Mr. Schuller, Jr. and 1% for Mr. Standen. | | 2 Management Annual Incentive Program (MAIP) | No changes were made to the fiscal 2024 MAIP target percentages for NEOs. The Compensation Committee replaced the Adjusted Operating Cash Flow performance factor with Adjusted Free Cash Flow. | | 3 Long-Term Incentive Compensation | Fiscal 2024 target grant percentages were increased for Mr. Crenshaw, Ms. Frontczak, Mr. Schuller, Jr. and Mr. Standen. Fiscal 2024 awards were granted on October 15, 2023. Changes were made to the equity mix and performance metrics for the fiscal 2024 annual equity awards, as described in greater detail in the following section. |

  79. Fiscal 2024 Long-Term Incentive Compensation

    Fiscal 2024 Long-Term Incentive Compensation In support of the Company’s extensive work with the long-term strategy, the Compensation Committee undertook an evaluation of our compensation programs and considered how to motivate and retain executives who are charged with the successful execution of enterprise-wide initiatives designed to drive value across all facets of the Company. The Compensation Committee, with assistance from FW Cook, reviewed the pay practices of our peer group and considered the importance of long-term retention of NEOs and the competition for executive talent. The Compensation Committee’s focus was to incentivize and reward extraordinary performance and recognize the importance of the Company’s strategic objectives that align with long-term sustainable stockholder value. Based on these discussions, the Compensation Committee determined, in October 2023, to change to our long-term incentive compensation program. The annual equity awards granted by the Compensation Committee to NEOs on October 15, 2023 included a shift in weighting of RSUs from 40% to 50% and PSUs from 60% to 50% and replaced the relative TSR metric with Free Cash Flow, Cash Unit Cost growth control (salt business) and reduction (plant nutrition business), Capex (lithium business), TRIR and ESG, and increased target grant percentages for NEOs, other than Mr. Crutchfield. The following describes the rationale for these changes:

  80. Fiscal 2024 Long-Term Incentive Compensation

    | • | The changes to the performance metrics ensure that executives are directly tied to key drivers of sustainable growth while improving line of sight and achievability of goals. | | • | Emphasizes our focus on operational excellence, incentivizing the executives to drive efficiencies, control costs, and allocate capital judiciously, contributing to the overall financial health of the Company. | | • | The inclusion of an ESG metric reflects our dedication to long-term sustainability and responsible governance. | | • | To create an equal balance of time-based and performance-based awards that is aligned with peer practice, ensuring that our compensation structure remains competitive in attracting and retaining top-tier executive talent. |

  81. Fiscal 2024 Long-Term Incentive Compensation

    We believe these changes are a strategic move toward maintaining a compensation structure that rewards the performance of key value drivers while securing the stability necessary for long-term success and the creation of stockholder value. Separation Agreement for Mr. Crutchfield. Mr. Crutchfield departed the Company on January 17, 2024, and was entitled to severance payments under his amended and restated employment agreement. We entered into a separation and consulting agreement with Mr. Crutchfield that provided for separation payments and other benefits, as described in more detail under “Executive Compensation Tables-Agreements with Mr. Crutchfield, our former President and CEO.” Separation Agreement for Mr. Standen. Mr. Standen departed the Company on January 16, 2024, and was entitled to severance payments under our Executive Severance Plan, as described in more detail under “Executive Compensation Tables-Agreement with Mr. Standen, our former Chief Commercial Officer.” Employment Agreement for Mr. Dowling. In connection with Mr. Dowling joining us as President and Chief Executive Officer on January 18, 2024, we entered into an employment agreement with Mr. Dowling that provided for:

  82. Fiscal 2024 Long-Term Incentive Compensation

    | • | Base Salary: $1,000,000 per year. | | • | MAIP cash bonus opportunity: Target at 130% of base salary. | | • | Long-term incentive compensation: For fiscal 2024, annual target grant value at 350% of base salary. | | • | Sign-on inducement cash bonus: $350,000, payable no later than the second regular payroll following January 18, 2024. | | • | Benefits: Relocation and participation in other executive compensation and benefit programs. |

  83. Independent Compensation Consultants

    Independent Compensation Consultants The Compensation Committee retained the services of FW Cook, an executive compensation consulting firm, in September 2019 for professional advice regarding director and executive compensation. FW Cook remains the Compensation Committee’s primary compensation consultant. No member of the Compensation Committee or NEO has any significant affiliation with FW Cook. The Compensation Committee has assessed the independence of FW Cook pursuant to NYSE and SEC rules and concluded no conflict of interest exists that would prevent FW Cook from independently advising the Compensation Committee. In setting fiscal 2023 executive compensation, the Compensation Committee used FW Cook’s services to obtain comparative executive compensation information benchmarked to our peer companies, our market group and published survey data. FW Cook looks for data from companies in labor markets in which we compete and that follow similar pay models. The Compensation Committee periodically sought input from FW Cook on director compensation and a range of external market factors, including evolving compensation trends, the status of the current labor market, appropriate comparison companies and market survey data. The Compensation Committee has determined management may also use the services of the independent compensation consultant with the prior approval of the Compensation Committee; however, in fiscal 2023, management did not engage FW Cook independently from the Compensation Committee for assistance.

  84. Clear Corporate Governance Policies, including a Clawback Policy

    Clear Corporate Governance Policies, including a Clawback Policy We have adopted policies that expressly prohibit repricing of underwater stock options, do not allow excise tax gross-ups, provide for a clawback and place explicit restrictions on hedging of equity awards. We have adopted a compensation clawback policy as required by Rule 10D-1 under the Securities Exchange Act of 1934, as amended, and the corresponding listing standards of the New York Stock Exchange, which provides for the mandatory recovery from current and former officers of incentive-based compensation that was erroneously awarded during the three years preceding the date that the company is required to prepare an accounting restatement, including to correct an error that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. The amount required to be recovered is the excess of the amount of incentive-based compensation received over the amount that otherwise would have been received had it been determined based on the restated financial measure.

  85. Appropriate Levels of At-Risk Pay

    Appropriate Levels of At-Risk Pay Our Compensation Committee believes compensation for our executive officers should be more heavily weighted toward variable elements of compensation than is the case for other employees. The rationale is that executive officer performance is more likely to have a strong and direct impact in leading the attainment of strategic and financial goals likely to affect stockholder value. We tie pay to performance by ensuring that a significant portion of compensation is performance-based and at-risk. We set clear financial goals for Company performance and differentiate based on individual performance against pre-set objectives. We have imposed a minimum multi-year vesting period for all executive equity awards, except awards granted as an enticement for new hires. We have designed our pay mix to reflect this relationship. The charts under “—Executive Summary—Linking Compensation to Performance” illustrate the mix of total direct compensation at target for fiscal 2023 for our former CEO and, on average, for our other NEOs.

  86. Employment Agreements, Change in Control Agreements and Executive Severance Plan

    Employment Agreements, Change in Control Agreements and Executive Severance Plan We do not offer our executive officers employment agreements, except for the CEO. We have a double trigger change in control severance agreement (“CIC agreement”) in place with each NEO and have adopted an Executive Severance Plan. Each NEO has also entered into a restrictive covenant agreement.

  87. Employment Agreements, Change in Control Agreements and Executive Severance Plan Details

    Employment Agreements, Change in Control Agreements and Executive Severance Plan Details

  88. Employment Agreements, Change in Control Agreements and Executive Severance Plan Details

    | Employment Agreement and Separation and Consulting Agreement with Former CEO | We entered into the Crutchfield Amended Employment Agreement, effective August 5, 2022. This agreement addresses, among other things: • base compensation, • cash bonus award target, • long-term incentives, and • certain post-termination payments (as described under “Termination of Employment and Change-in-Control Benefits”). On January 17, 2024, Mr. Crutchfield ceased to serve as President and CEO of the Company. In connection with his separation from the Company, Mr. Crutchfield entered into a separation and consulting agreement with the Company, which provides that Mr. Crutchfield will serve as a consultant to the Company through September 30, 2024 to help ensure a smooth transition, at a rate of $22,500 per month (pro-rated for any partial months), and receive the severance payments and benefits that he is entitled to pursuant to the Crutchfield Amended and Restated Employment Agreement, subject to his execution of a release of claims. See section titled “Termination of Employment and Change in Control Benefits” on page 66 of this Proxy Statement for a description of Mr. Crutchfield’s post-termination payments. | | Employment Agreement with New CEO | On January 16, 2024, we entered into an employment agreement with Mr. Dowling, our new CEO, effective January 18, 2024. Mr. Dowling’s employment agreement addresses, among other things: • base compensation ($1,000,000), • cash bonus award target (at least 130% of his base salary), • long-term incentives (for 2024, a total dollar-denominated value equal to 350% of his base salary, consisting of 60% performance stock units and 40% restricted stock units), and • post-termination payments pursuant to the Company’s Executive Severance Plan. | | Change in Control Agreements | The Compensation Committee believes agreements assuring income replacement after a termination of employment in connection with a change of control are important to retain executive officers and to ensure they remain focused on stockholder interests when negotiating potentially transformative transactions. We have double trigger change in control provisions in place for each NEO, which means there is no payout unless the NEO’s employment is terminated following a change in control as further described in the CIC agreements. The Compensation Committee considers the existence of these post-termination compensation arrangements in assessing whether overall compensation of our NEOs is competitive relative to our market group. The CIC agreements do not provide for excise tax gross-up payments upon a change in control. More information can be found under “Termination of Employment and Change in Control Benefits.” | | Executive Severance Plan | The Executive Severance Plan is designed to provide uniform treatment and encourage executive retention by providing financial protection in the event of unexpected job loss. Each of the NEOs participates in this plan, other than Mr. Crutchfield. In situations where an NEO’s CIC agreement provides severance, no severance or other benefits will be payable under the Executive Severance Plan. In connection with Mr. Standen’s separation from the Company, Mr. Standen is entitled to receive severance payments pursuant to the Executive Severance Plan, subject to his execution of a release and waiver of claims. More information can be found under “Executive Compensation Tables-Agreement with Mr. Standen, our former Chief Commercial Officer.” | | Restrictive Covenant Arrangements | Each NEO has entered into a restrictive covenant agreement with us limiting solicitation of employees and customers for a period of two years (with respect to our CEO) and one year (with respect to our other NEOs) after the NEO’s termination of employment. Each NEO is also a party to a confidentiality and invention assignment agreement. |

  89. Fiscal 2023 Summary Compensation Table

    Fiscal 2023 Summary Compensation Table The following table sets forth for each year shown the compensation paid to or earned by each NEO. The table includes compensation for fiscal 2023, fiscal 2022, the nine-month fiscal year ended September 30, 2021 (which is designated as “FY 2021”) and the compensation for 2020. For a complete understanding of the table, please read the narrative description that follows the table.

  90. Fiscal 2023 Summary Compensation Table

    | Name and Principal Position | Year | Salary (A) ($) | Bonus (B) ($) | Stock Awards (C) ($) | Non-Equity Incentive Plan Compensation (MAIP) (D) ($) | All Other Compensation (E) ($) | Total ($) | | Kevin S. Crutchfield Former President and Chief Executive Officer | 2023 | 1,124,000 | — | 5,997,970 | 1,921,113 | 130,655 | 9,173,738 | | | 2022 | 1,115,000 | — | 7,881,343 | 1,464,525 | 152,156 | 10,613,024 | | | FY 2021 | 802,500 | — | 3,477,562 | 1,426,929 | 90,569 | 5,797,560 | | | 2020 | 1,066,667 | — | 3,412,476 | 1,070,388 | 185,329 | 5,734,860 | | Lorin Crenshaw(1) Chief Financial Officer | 2023 | 553,177 | 75,000 | 1,557,141 | 418,723 | 80,727 | 2,684,768 | | | 2022 | 447,917 | 637,000 | 2,576,841 | 367,427 | 226,186 | 4,255,371 | | Mary L. Frontczak Chief Legal and Administrative Officer and Corporate Secretary | 2023 | 518,700 | — | 1,383,191 | 416,068 | 58,037 | 2,375,996 | | | 2022 | 500,000 | — | 876,348 | 344,527 | 63,923 | 1,784,798 | | | FY 2021 | 355,000 | — | 810,086 | 358,466 | 69,875 | 1,593,427 | | | 2020 | 441,667 | — | 540,024 | 252,091 | 76,753 | 1,310,534 | | George J. Schuller, Jr. Chief Operations Officer | 2023 | 691,753 | — | 1,931,509 | 595,437 | 82,525 | 3,301,224 | | | 2022 | 661,458 | — | 1,263,702 | 488,336 | 90,025 | 2,503,521 | | | FY 2021 | 476,250 | — | 1,206,542 | 508,093 | 72,286 | 2,263,171 | | | 2020 | 633,333 | 110,000 | 1,187,496 | 381,138 | 34,879 | 2,346,846 | | James D. Standen Former Chief Commercial Officer | 2023 | 514,583 | — | 1,372,221 | 387,766 | 44,736 | 2,319,306 | | | 2022 | 500,000 | — | 951,042 | 341,793 | 41,206 | 1,834,041 | | | FY 2021 | 375,000 | — | 900,061 | 373,402 | 32,998 | 1,681,461 | | | 2020 | 495,000 | — | 846,005 | 280,102 | 26,325 | 1,647,432 |

  91. Fiscal 2023 Summary Compensation Table

    | (1) Mr. Crenshaw joined us as Chief Financial Officer in December 2021. As a result, we have only provided information for fiscal 2022 and fiscal 2023. | | | (A) Salary. The amounts in the Salary column represent the base salary earned for the listed fiscal year. See the discussion on page 48 for more information about base salaries paid to our NEOs. | | | (B) Bonus. The amounts in the Bonus column represent a cash sign-on bonus paid to Mr. Crenshaw as part of his hiring package when he joined us in December 2021, with $75,000 paid in December 2022 and $637,000 paid in two installments in December 2021 and January 2022, and a cash sign-on bonus paid to Mr. Schuller, Jr. of $110,000 as part of his hiring package when he joined us in September 2019, which was paid in January 2020. | | | (C) Stock Awards. The amounts in the Stock Awards column are the aggregate grant date fair value of RSUs and PSUs granted to the NEOs in the listed year, determined in accordance with FASB ASC Topic 718. The grant date fair value of RSUs granted in fiscal 2023 is calculated based on using the closing price of our common stock on the grant date. The rTSR PSUs granted in fiscal 2023 are subject to a market condition and their grant date fair value is calculated based on a Monte Carlo valuation of each award on the grant date. Estimates of dividend equivalents are included in the calculation of the grant date fair value of RSUs and PSUs. For more information, see Note 16 of the Notes to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2023. | | | • | The above table reflects the grant date fair value of RSUs granted in fiscal 2023 and the grant date fair value of rTSR PSUs granted in fiscal 2023 assuming that the target level of performance will be achieved. The grant date fair values of rTSR PSUs granted in fiscal 2023, assuming that the maximum level of performance will be achieved, are: $13,273,088 for Mr. Crutchfield, $3,445,816 for Mr. Crenshaw, $3,060,849 for Ms. Frontczak, $4,274,323 for Mr. Schuller, Jr. and $3,036,656 for Mr. Standen. | | • | See pages 53-54 for more information about RSUs and PSUs granted in fiscal 2023, including the vesting schedules, PSU performance metric, PSU performance period and PSU grant sizing methodology. | | • | The grant date fair value generally does not correspond to the actual value that is realized from RSUs or PSUs. The actual values received upon vesting by NEOs in fiscal 2023 are included in the Option Exercises and Stock Vesting During Fiscal 2023 table. Additional information on all outstanding RSUs and PSUs is reflected in the Outstanding Equity Awards at Fiscal 2023 Year-End table. | | (D) Non-Equity Incentive Plan Compensation. The amounts in the Non-Equity Incentive Plan Compensation column reflect the amounts earned under the MAIP. See the discussion beginning on page 49 for more information about these payments, including the performance factors, the performance results and how payment amounts were determined. | | | (E) All Other Compensation. The amounts reported in the All Other Compensation column represent the aggregate dollar amount for perquisites and other personal benefits provided to our NEOs. For fiscal 2023, “All Other Compensation” included the following: | |

  92. Fiscal 2023 Summary Compensation Table

    | Name | 401(k) Plan Company Matching Contribution(1) ($) | Insurance Premiums(2) ($) | Other(3) ($) | | K. Crutchfield | 29,425 | 101,230 | — | | L. Crenshaw | 12,916 | 14,084 | 53,727 | | M. Frontczak | 29,425 | 28,456 | 156 | | G. Schuller, Jr. | 29,425 | 49,682 | 3,418 | | J. Standen | 22,175 | 22,444 | 117 |

  93. Fiscal 2023 Summary Compensation Table

    | (1) Amounts include an estimate of the 401(k) plan Company matching contribution expected to be paid by us into the NEO’s Restoration Plan account. This contribution is earned by the NEO with respect to fiscal 2023, but is not paid until fiscal 2024. | | (2) Represents amounts paid by us for Company-sponsored long-term disability insurance, life insurance and business travel insurance premiums, which includes accidental death and dismemberment coverage. | | (3) Represents amounts paid for (i) relocation expenses for Mr. Crenshaw which includes a tax gross-up reimbursement payment of $48,728 (ii) identity-theft monitoring services for Ms. Frontczak and Mr. Standen (iii) executive physical for Mr. Crenshaw and (iv) tax-preparation services for Mr. Schuller, Jr. which includes a tax gross-up reimbursement payment of $1,003. |

  94. Fiscal 2023 Grants of Plan-Based Awards

    Fiscal 2023 Grants of Plan-Based Awards The following table provides information about MAIP awards and equity awards granted to each NEO during fiscal 2023. For a complete understanding of the table, please read the narrative description that follows the table.

  95. Fiscal 2023 Grants of Plan-Based Awards

    | | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (MAIP) (A) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (B) | | | Grant Date Fair Value of Stock Awards (C) ($) | | Name | Grant Date | Approval Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | K. Crutchfield RSUs | | | 126,450 | 1,686,000 | 3,372,000 | | | | | | | 10/15/22 | 10/11/22 | | | | | 41,696 | | 1,573,607 | | PSUs | 10/15/22 | 10/11/22 | | | | 31,272 | 62,544 | 187,632 | 4,424,363 | | L. Crenshaw RSUs | | | 29,206 | 389,419 | 778,838 | | | | | | | 10/15/22 | 10/11/22 | | | | | 10,825 | | 408,536 | | PSUs | 10/15/22 | 10/11/22 | | | | 8,119 | 16,237 | 48,711 | 1,148,605 | | M. Frontczak RSUs | | | 27,386 | 365,148 | 730,296 | | | | | | | 10/15/22 | 10/11/22 | | | | | 9,616 | | 362,908 | | PSUs | 10/15/22 | 10/11/22 | | | | 7,212 | 14,423 | 43,269 | 1,020,283 | | G. Schuller, Jr. RSUs | | | 39,192 | 522,565 | 1,045,131 | | | | | | | 10/15/22 | 10/11/22 | | | | | 13,427 | | 506,735 | | PSUs | 10/15/22 | 10/11/22 | | | | 10,071 | 20,141 | 60,423 | 1,424,774 | | J. Standen RSUs | | | 27,169 | 362,250 | 724,500 | | | | | | | 10/15/22 | 10/11/22 | | | | | 9,539 | | 360,002 | | PSUs | 10/15/22 | 10/11/22 | | | | 7,155 | 14,309 | 42,927 | 1,012,219 |

  96. Fiscal 2023 Grants of Plan-Based Awards

    | (A) Estimated Possible Payouts under Non-Equity Incentive Plan Awards (MAIP). The amounts in the columns under the Estimated Possible Payouts under Non-Equity Incentive Plan Awards (MAIP) heading reflect the threshold, target and maximum bonus payment opportunities under the MAIP. The actual MAIP bonus payments are included in the Fiscal 2023 Summary Compensation Table in the Non-Equity Incentive Plan Compensation column. See the discussion beginning on page 49 for more information about these payments, including the performance factors, the performance results and how payment amounts were determined. | | (B) Estimated Future Payouts under Equity Incentive Plan Awards. The amounts in the columns under the Estimated Future Payouts under Equity Incentive Plan Awards reflect the threshold, target and maximum number of shares of our common stock that may be issued with respect to PSUs granted in fiscal 2023. RSUs do not have a threshold or maximum and, as a result, are presented only at target. See pages 53-54 for more information about RSUs and PSUs granted in fiscal 2023, including the vesting schedules, PSU performance metric, PSU performance period and PSU grant sizing methodology. | | (C) Grant Date Fair Value of Stock Awards. The amounts in the Grant Date Fair Value of Stock Awards column represent the grant date fair value of awards determined in accordance with FASB ASC Topic 718, excluding the impact of estimated forfeiture. For more information, see the Fiscal 2023 Summary Compensation Table. |

  97. Outstanding Equity Awards at Fiscal 2023 Year-End

    Outstanding Equity Awards at Fiscal 2023 Year-End The following table summarizes the outstanding equity awards held by each NEO as of September 30, 2023. For a complete understanding of the table, please read the narrative description that follows the table.

  98. Outstanding Equity Awards at Fiscal 2023 Year-End

    | | | Option Awards | | | | Stock Awards | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested (A) ($) | | K. Crutchfield | 10/15/2022 | | | | | 41,696(1) | 1,165,403 | | | | | | | | 62,544(2) | 1,748,105 | | | 8/5/2022 | | | | | 66,173(3) | 1,849,535 | | | 12/1/2021 | | | | | 10,489(4) | 293,168 | | | 10/15/2021 | | | | | 9,337(5) | 260,969 | | | | | | | | 10,520(4) | 294,034 | | | 1/13/2021 | | | | | 7,344(6) | 205,265 | | | | | | | | 33,046(7) | 923,636 | | | 5/7/2019 | 252,245 | | 53.75 | 5/7/2026 | | | | L. Crenshaw | 10/15/2022 | | | | | 10,825(1) | 302,559 | | | | | | | | 16,237(2) | 453,824 | | | 12/1/2021 | | | | | 5,601(8) | 156,548 | | | | | | | | 20,673(9) | 577,810 | | | | | | | | 2,570(10) | 71,832 | | | | | | | | 8,071(11) | 225,584 | | M. Frontczak | 10/15/2022 | | | | | 9,616(1) | 268,767 | | | | | | | | 14,423(2) | 403,123 | | | 12/1/2021 | | | | | 2,607(4) | 72,866 | | | 10/15/2021 | | | | | 2,320(5) | 64,844 | | | | | | | | 2,614(4) | 73,061 | | | 1/13/2021 | | | | | 1,711(6) | 47,822 | | | | | | | | 7,698(7) | 215,159 |

  99. Outstanding Equity Awards at Fiscal 2023 Year-End

    | | | Option Awards | | | | Stock Awards | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested (A) ($) | | G. Schuller, Jr. | 10/15/2022 | | | | | 13,427(1) | 375,285 | | | | | | | | 20,141(2) | 562,941 | | | 12/1/2021 | | | | | 3,640(4) | 101,738 | | | 10/15/2021 | | | | | 3,240(5) | 90,558 | | | | | | | | 3,650(4) | 102,018 | | | 1/13/2021 | | | | | 2,548(6) | 71,217 | | | | | | | | 11,465(7) | 320,447 | | J. Standen | 10/15/2022 | | | | | 9,539(1) | 266,615 | | | | | | | | 14,309(2) | 399,937 | | | 12/1/2021 | | | | | 2,715(4) | 75,884 | | | 10/15/2021 | | | | | 2,417(5) | 67,555 | | | | | | | | 2,723(4) | 76,108 | | | 1/13/2021 | | | | | 1,901(6) | 53,133 | | | | | | | | 8,553(7) | 239,056 | | | 4/2/2018 | 19,451 | | 59.50 | 4/2/25 | | | | | 4/3/2017 | 2,220 | | 68.00 | 4/3/2024 | | |

  100. Outstanding Equity Awards at Fiscal 2023 Year-End

    | (1) Reflects RSUs that vest 33.33% on October 15, 2023, 2024 and 2025. | | (2) Reflects PSUs that vest on October 15, 2025, subject to the achievement of performance conditions based on rTSR over a three-year performance period. The amount reported represents the target number of PSUs that may be earned. The actual number of shares that may be earned may range between 0% and 300% of the target award level. | | (3) Reflects PSUs that vest on May 31, 2025, subject to the achievement of performance conditions based on aTSR from August 5, 2022 to May 31, 2025. The amount reported represents the target number of PSUs that may be earned. The actual number of shares that may be earned may range between 0% and 300% of the target award level. | | (4) Reflects PSUs that vest on October 15, 2024, subject to the achievement of performance conditions based on rTSR over a three-year performance period. The amount reported represents the target number of PSUs that may be earned. The actual number of shares that may be earned may range between 0% and 300% of the target award level. | | (5) Reflects RSUs that vest 50% on October 15, 2023 and 2024. A performance hurdle tied to our fiscal 2022 financial performance has been satisfied. | | (6) Reflects RSUs that vest on January 13, 2024. A performance hurdle tied to our fiscal 2021 financial performance has been satisfied. | | (7) Reflects PSUs that vest on January 13, 2024, subject to the achievement of performance conditions based on Adjusted EBITDA growth over a three-year performance period. The amount reported represents the target number of PSUs that may be earned. The actual number of shares that may be earned may range between 0% and 300% of the target award level. | | (8) Reflects RSUs that vest 50% on December 1, 2023 and 2024. A performance hurdle tied to our fiscal 2022 financial performance has been satisfied. | | (9) Reflects PSUs that vest on December 1, 2024, subject to the achievement of performance conditions based on rTSR over a three-year performance period. The amount reported represents the target number of PSUs that may be earned. The actual number of shares that may be earned may range between 0% and 300% of the target award level. | | (10) Reflects RSUs that vest on December 1, 2023. | | (11) Reflects PSUs that vest on December 1, 2023, subject to the achievement of performance conditions based on rTSR over a two-year performance period. The amount reported represents the target number of PSUs that may be earned. The actual number of shares that may be earned may range between 0% and 300% of the target award level. | | (A) Market Value of Shares or Units that Have Not Vested. Amounts in the Market Value of Shares or Units that Have Not Vested column are calculated by multiplying the number of shares or units, as applicable, by $27.95, the closing price of our common stock on September 30, 2023. |

  101. Option Exercises and Stock Vested During Fiscal 2023

    Option Exercises and Stock Vested During Fiscal 2023 The following table summarizes the value realized (before payment of any withholding taxes and broker commissions) by each NEO upon stock option exercises during fiscal 2023 and RSUs and PSUs that vested during fiscal 2023. For a complete understanding of the table, please read the narrative description that follows the table.

  102. Option Exercises and Stock Vested During Fiscal 2023

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise (#) | Number of Shares Acquired on Vesting(1) (#) | Value Realized on Vesting (A) ($) | | K. Crutchfield | — | — | 35,183 | 1,637,471 | | L. Crenshaw | — | — | 5,371 | 235,357 | | M. Frontczak | — | — | 8,415 | 377,616 | | G. Schuller, Jr. | — | — | 12,231 | 569,261 | | J. Standen | — | — | 8,852 | 411,868 |

  103. Option Exercises and Stock Vested During Fiscal 2023

    | (1) For Mr. Crutchfield, amounts represent 23,171 RSUs that were granted on January 13, 2020 and vested on January 13, 2023, 7,343 RSUs that were granted on January 13, 2021 and vested on January 13, 2023, and 4,669 RSUs that were granted on October 15, 2021 and vested on November 14, 2022. For Mr. Crenshaw, amounts represent RSUs that were granted on December 1, 2021 and vested on December 1, 2022. For Ms. Frontczak, amounts represent 1,878 RSUs that were granted on November 6, 2019 and vested on November 6, 2022, 3,667 RSUs that were granted on January 13, 2020 and vested on January 13, 2023, 1,710 RSUs that were granted on January 13, 2021 and vested on January 13, 2023 and 1,160 RSUs that were granted on October 15, 2021 and vested on November 14, 2022. For Mr. Schuller, Jr., amounts represent 8,063 RSUs that were granted on January 13, 2020 and vested on January 13, 2023, 2,548 RSUs that were granted on January 13, 2021 and vested on January 13, 2023, and 1,620 RSUs that were granted on October 15, 2021 and vested on November 14, 2022. For Mr. Standen, amounts represent 5,744 RSUs that were granted on January 13, 2020 and vested on January 13, 2023, 1,900 RSUs that were granted on January 13, 2021 and vested on January 13, 2023, and 1,208 RSUs that were granted on October 15, 2021 and vested on November 14, 2022. | | (A) Value Realized on Vesting. Amounts in the Value Realized on Vesting column are calculated by multiplying the number of shares acquired upon vesting by the closing price of our common stock on the vesting date. |

  104. Non-Qualified Deferred Compensation for Fiscal 2023

    Non-Qualified Deferred Compensation for Fiscal 2023 The following table summarizes each NEO’s compensation under the Restoration Plan for fiscal 2023. For a complete understanding of the table, please read the narrative description that follows the table.

  105. Non-Qualified Deferred Compensation for Fiscal 2023

    | Name | Executive Contributions in Fiscal 2023 (A) ($) | Registrant Contributions for Fiscal 2023 (B) ($) | Aggregate Earnings (Losses) in Fiscal 2023 (C) ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at End of Fiscal 2023 (D) ($) | | K. Crutchfield | — | 9,825 | 869 | — | 27,363 | | L. Crenshaw | — | 1,558 | (42) | — | 2,158 | | M. Frontczak | — | 9,825 | 2,013 | — | 182,248 | | G. Schuller, Jr. | — | 9,825 | 755 | — | 25,427 | | J. Standen | — | 2,575 | 25,378 | — | 125,843 |

  106. Non-Qualified Deferred Compensation for Fiscal 2023

    | (A) Executive Contributions in Fiscal 2023. The amounts in the Executive Contributions in Fiscal 2023 column are the amounts that the NEO elected to defer under the Restoration Plan. Each of our NEOs has the option to participate in the Restoration Plan, which is a non-qualified deferred compensation plan. The Restoration Plan allows eligible U.S.-based employees to voluntarily defer up to 50% of their base salary and 100% of their annual cash bonus. Participants may elect to receive deferred amounts on termination of employment. Distributions may be scheduled as a lump sum payment or as annual installments over a period of up to 10 years. Any amounts credited to the Restoration Plan on behalf of a participant are adjusted for investment gains and losses in the same manner as our Savings Plan (except that our common stock is not offered as an investment option under the Restoration Plan). The Restoration Plan assets are held in a “rabbi trust,” and, as a result, are subject to the claims of our general creditors. | | (B) Registrant Contributions for Fiscal 2023. The amounts in the Registrant Contributions for Fiscal 2023 column represent estimates of the 401(k) plan Company matching contribution for the portion made by us and earned by the NEO with respect to fiscal 2022 (which were paid in fiscal 2023) and fiscal 2023 (which will be paid in fiscal 2024). These amounts are included in the Fiscal 2023 Summary Compensation Table. If a participant has reached the IRS maximum contribution limit for the Savings Plan, we make Company contributions to the Restoration Plan, instead of the Savings Plan. See “Compensation Discussion and Analysis—Executive Compensation Framework and Governance—Executive Compensation Program Summary—Savings Plan” for more information. | | (C) Aggregate Earnings (Losses) in Fiscal 2023. The amounts in the Aggregate Earnings (Losses) in Fiscal 2023 column represent deemed investment earnings or losses from voluntary contributions and Company contributions to the Restoration Plan. We do not guarantee any returns on contributions to the Restoration Plan. The amounts do not represent “above market” earnings (as defined by the SEC) and therefore are not included in the Fiscal 2023 Summary Compensation Table. | | (D) Aggregate Balance at End of Fiscal 2023. The amounts in the Aggregate Balance at End of Fiscal 2023 column include the following amounts that were previously reported in Summary Compensation Tables as compensation for prior years: $25,600 for Mr. Crutchfield, $642 for Mr. Crenshaw, $70,841 for Ms. Frontczak, $24,025 for Mr. Schuller and $56,840 for Mr. Standen. The amounts in the Aggregate Balance at End of Fiscal 2023 column do not include the estimated 401(k) plan Company matching contributions which are expected to be paid in fiscal 2024 and are included in the Registrant Contributions for Fiscal 2023 column. |

  107. Fiscal 2023 Potential Payments Upon Change in Control and Other Events

    Fiscal 2023 Potential Payments Upon Change in Control and Other Events The following table outlines the value of the potential payments, upon a change in control and other events, that would have been paid to each NEO if the NEO’s employment was terminated or a change in control occurred on September 30, 2023.

  108. Fiscal 2023 Potential Payments Upon Change in Control and Other Events

    | Name | Termination Scenario | | Lump Sum Payment ($) | MAIP Bonus Amount ($) | Equity Awards ($)(1) | Value of Continued Benefits/ Other Amounts ($)(2) | Total(3) ($) | | K. Crutchfield | • | Change in Control | 7,053,571 | 1,686,000 | 6,740,114 | — | 15,479,685 | | | • | Death | — | 1,686,000 | 6,740,114 | 21,428 | 8,447,542 | | | • | Disability | — | 1,686,000 | 6,740,114 | 34,523 | 8,460,637 | | | • | Without Cause, Company Does Not Renew Employment Agreement or for Good Reason | 5,620,000 | 1,686,000 | 3,043,455 | 21,428 | 10,370,883 | | L. Crenshaw | • | Change in Control | 1,945,378 | 389,419 | 1,788,157 | — | 4,122,954 | | | • | Death | — | — | 1,788,157 | — | 1,788,157 | | | • | Disability | — | — | 1,788,157 | — | 1,788,157 | | | • | Without Cause or for Good Reason | 986,168 | — | 530,938 | — | 1,517,106 | | M. Frontczak | • | Change in Control | 1,807,245 | 365,148 | 1,145,643 | — | 3,318,036 | | | • | Death | — | — | 1,145,643 | — | 1,145,643 | | | • | Disability | — | — | 1,145,643 | — | 1,145,643 | | | • | Without Cause or for Good Reason | 912,040 | — | 381,434 | — | 1,293,474 | | G. Schuller, Jr. | • | Change in Control | 2,476,364 | 522,565 | 1,624,202 | — | 4,623,131 | | | • | Death | — | — | 1,624,202 | — | 1,624,202 | | | • | Disability | — | — | 1,624,202 | — | 1,624,202 | | | • | Without Cause or for Good Reason | 1,247,613 | — | 537,059 | — | 1,784,672 | | J. Standen | • | Change in Control | 1,835,425 | 373,255 | 1,178,288 | — | 3,386,968 | | | • | Death | — | — | 1,178,288 | — | 1,178,288 | | | • | Disability | — | — | 1,178,288 | — | 1,178,288 | | | • | Without Cause or for Good Reason | 931,191 | — | 387,303 | — | 1,318,494 |

  109. Fiscal 2023 Potential Payments Upon Change in Control and Other Events

    The following table provides the estimates of total value attributable to options, PSUs and RSUs, respectively.

  110. Fiscal 2023 Potential Payments Upon Change in Control and Other Events

    | Name | Type of Termination | | Options(a) ($) | PSUs(a) ($) | RSUs(a) ($) | Total ($) | | K. Crutchfield | • | Change in Control | — | 5,108,477 | 1,631,637 | 6,740,114 | | | • | Death | — | 5,108,477 | 1,631,637 | 6,740,114 | | | • | Disability | — | 5,108,477 | 1,631,637 | 6,740,114 | | | • | Without Cause, Non- Renewal of Employment Agreement or Good Reason | | 1,411,818 | 1,631,637 | 3,043,455 | | L. Crenshaw | • | Change in Control | — | 1,257,219 | 530,938 | 1,788,157 | | | • | Death | — | 1,257,219 | 530,938 | 1,788,157 | | | • | Disability | — | 1,257,219 | 530,938 | 1,788,157 | | | • | Without Cause or for Good Reason | — | — | 530,938 | 530,938 | | M. Frontczak | • | Change in Control | — | 764,209 | 381,434 | 1,145,643 | | | • | Death | — | 764,209 | 381,434 | 1,145,643 | | | • | Disability | — | 764,209 | 381,434 | 1,145,643 | | | • | Without Cause or for Good Reason | — | — | 381,434 | 381,434 | | G. Schuller, Jr. | • | Change in Control | — | 1,087,143 | 537,059 | 1,624,202 | | | • | Death | — | 1,087,143 | 537,059 | 1,624,202 | | | • | Disability | — | 1,087,143 | 537,059 | 1,624,202 | | | • | Without Cause or for Good Reason | — | — | 537,059 | 537,059 | | J. Standen | • | Change in Control | — | 790,985 | 387,303 | 1,178,288 | | | • | Death | — | 790,985 | 387,303 | 1,178,288 | | | • | Disability | — | 790,985 | 387,303 | 1,178,288 | | | • | Without Cause or for Good Reason | — | — | 387,303 | 387,303 |

  111. Fiscal 2023 Potential Payments Upon Change in Control and Other Events

    | (a) Amounts do not include potential payments for dividend equivalents. For PSUs, amounts assume that the target level (or 100%) of performance will be achieved. |

  112. Fiscal 2023 Potential Payments Upon Change in Control and Other Events

    | (2) For Mr. Crutchfield, amounts represent the estimated value of continued health benefits for 18 months (in the case of death) and 29 months (in the case of disability) and for continued COBRA coverage for 18 months (in the case termination was without cause, non-renewal of his employment agreement or with good reason. | | (3) Amounts do not include amounts earned or benefits accumulated due to continued service by the NEO through September 30, 2023, including 401(k) retirement savings and Restoration Plan deferred compensation balances. |

  113. CEO Pay Ratio

    CEO Pay Ratio The pay ratio information is provided pursuant to the SEC’s guidance under Item 402(u) of Regulation S-K. We note that, due to our permitted use of reasonable estimates and assumptions in preparing this pay ratio disclosure, the disclosure may involve a degree of imprecision, and thus this pay ratio disclosure is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. Since the applicable SEC rules allow companies to use a variety of methods to determine this ratio, the ratio disclosed by the Company may not be comparable to the ratio disclosed by other companies. The median employee remains unchanged from last year as there has been no change in our employee population or employee compensation arrangements that we reasonably believe would significantly impact our fiscal 2023 pay ratio disclosure. Similarly, there has been no change in our median employees’ circumstances that we reasonably believe would result in a significant change to our fiscal 2023 pay ratio disclosure. In fiscal 2022, we identified our median employee to be a full-time U.S. employee, who we believe is a reasonable representation of our median employee for compensation purposes. This individual’s fiscal 2023 total compensation, calculated using the same methodology as the Fiscal 2023 Summary Compensation Table, was $110,399, and our former CEO’s fiscal 2023 total compensation, as presented in the Fiscal 2023 Summary Compensation table, was $9,173,738. Based on this information, our fiscal 2023 CEO pay ratio was estimated to be 83 to 1.

  114. Pay Versus Performance

    Pay Versus Performance The pay versus performance information is provided pursuant to Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K. The following table sets forth information regarding the compensation per the Summary Compensation Table (SCT) on page 60 of this Proxy Statement, the compensation actually paid (CAP) to our principal executive officer (PEO) and, on average, to our other named executive officers (Non-PEO NEOs) during the specified years, as calculated in accordance with the Pay Versus Performance (PvP) disclosure rule, and the Company’s performance.

  115. Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Fiscal Year (a) | Summary Compensation Table Total for PEO ($) (b) | Compensation Actually Paid to PEO ($) (c) | Average Summary Compensation Table Total for Non-PEO NEOs ($) (d) | Average Compensation Actually Paid to Non-PEO NEOs ($) (e) | Compass Minerals TSR ($) (f) | Peer Group TSR ($) (g) | Net Income ($ Millions) (h) | Adjusted EBITDA ($ Millions) (i) | | 2023 | 9,173,738 | 2,909,970 | 2,670,324 | 1,314,008 | 51.34 | 175.51 | 15.5 | 198.2 | | 2022 | 10,613,024 | 4,897,914 | 2,777,012 | 1,251,000 | 69.59 | 158.56 | (25.1) | 193.1 | | 2021 | 5,797,560 | 3,880,277 | 1,733,811 | 1,089,954 | 114.85 | 173.26 | (213.3) | 204.1 | | 2020 | 5,734,860 | 7,995,711 | 1,834,828 | 1,601,616 | 106.56 | 123.55 | 63.1 | 299.2 |

  116. Pay Versus Performance

    Column (b): Reflects compensation amounts reported in the “Summary Compensation Table” for the PEO for the respective fiscal years shown. Column (c): “Compensation Actually Paid to the PEO” in each of fiscal years 2023, 2022, 2021 and 2020 reflects the respective amounts set forth in column (b) of the table above, adjusted as set forth in the table below, as determined in accordance with SEC rules. The dollar amounts reflected in column (b) of the table above do not reflect the actual amount of compensation earned by or paid to our PEO during the applicable year. For information regarding the decisions made by the Compensation Committee in regard to the PEO’s compensation for each fiscal year, please see the Compensation Discussion & Analysis sections of the proxy statements reporting pay for the fiscal years covered in the table above.

  117. Pay Versus Performance

    | Fiscal Year | 2020 | 2021 | 2022 | 2023 | | PEO | Crutchfield | Crutchfield | Crutchfield | Crutchfield | | SCT Total Compensation ($) | 5,734,860 | 5,797,560 | 10,613,024 | 9,173,738 | | Less: Stock and Option Award Values Reported in SCT for the Covered Year ($) | 3,412,476 | 3,477,562 | 7,881,343 | 5,997,970 | | Plus: Fair Value for Stock and Option Awards Granted in the Covered Year ($) | 3,682,010 | 1,466,383 | 6,017,107 | 2,856,593 | | Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($) | 2,869,275 | (495,027) | (2,724,785) | (3,325,077) | | Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered-Year ($) | (877,959) | 588,923 | (1,126,088) | 202,685 | | Less: Fair Value of Stock and Option Awards Forfeited during the Covered Year ($) | - | - | - | - | | Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans ($) | - | - | - | - | | Plus: Aggregate Service Cost and Prior Service Cost for Pension Plans ($) | - | - | - | - | | Compensation Actually Paid ($) | 7,995,711 | 3,880,277 | 4,897,914 | 2,909,970 |

  118. Pay Versus Performance

    Equity Valuations: Stock option grant date fair values are calculated based on the Black-Scholes option pricing model as of date of grant. Adjustments have been made using stock option fair values as of each measurement date using the stock price as of the measurement date and updated assumptions (i.e., term, volatility, dividend yield, risk free rates) as of the measurement date. Performance share unit grant date fair values are calculated using the stock price as of date of grant assuming target performance. Adjustments have been made using the stock price and performance modifier as of year-end and as of the date of vest. Time-vested restricted share unit grant date fair values are calculated using the stock price as of date of grant. Adjustments have been made using the stock price as of year-end and as of each date of vest. Column (d): The following Non-PEO NEOs are included in the average figures shown: Fiscal Year 2020: James Standen, Mary Frontczak, Brad Griffith, George Schuller Jr., and Angela Jones Fiscal Year 2021: James Standen, Mary Frontczak, George Schuller Jr., and Brad Griffith Fiscal Year 2022: Lorin Crenshaw, Mary Frontczak, George Schuller Jr., James Standen, and Brad Griffith Fiscal Year 2023: Lorin Crenshaw, Mary Frontczak, George Schuller Jr., and James Standen Column (e): “Average Compensation Actually Paid to Non-PEO NEOs” in each of fiscal years 2023, 2022, 2021, and 2020 reflects the respective amounts set forth in column (d) of the table above, adjusted as set forth in the table below, as determined in accordance with SEC rules. The dollar amounts reflected in column (d) of the table above do not reflect the actual amount of compensation earned by or paid to our non-PEO NEOs during the applicable year. For information regarding the decisions made by our Compensation Committee in regard to the non-PEO NEOs’ compensation for each fiscal year, please see the Compensation Discussion and Analysis sections of the proxy statements reporting pay for the fiscal years covered in the table above.

  119. Pay Versus Performance

    | Fiscal Year | 2020 | 2021 | 2022 | 2023 | | Non-PEO NEOs | See Column (d) Note See Column (d) Note See Column (d) Note See Column (d) Note | | | | | SCT Total Compensation ($) | 1,834,828 | 1,733,811 | 2,777,012 | 2,670,324 | | Less: Stock and Option Award Values Reported in SCT for the Covered Year ($) | 791,013 | 972,178 | 1,272,670 | 1,561,016 | | Plus: Fair Value for Stock and Option Awards Granted in the Covered Year ($) | 593,612 | 405,201 | 547,929 | 609,311 | | Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($) | 193,686 | (34,082) | (303,692) | (459,642) | | Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered-Year ($) | (80,995) | (42,798) | (87,736) | 55,031 | | Less: Fair Value of Stock and Option Awards Forfeited during the Covered Year ($) | (148,501) | - | (409,843) | - | | Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans ($) | - | - | - | - | | Plus: Aggregate Service Cost and Prior Service Cost for Pension Plans ($) | - | - | - | - | | Compensation Actually Paid ($) | 1,601,616 | 1,089,954 | 1,251,000 | 1,314,008 |

  120. Pay Versus Performance

    Equity Valuations: Stock option grant date fair values are calculated based on the Black-Scholes option pricing model as of date of grant. Adjustments have been made using stock option fair values as of each measurement date using the stock price as of the measurement date and updated assumptions (i.e., term, volatility, dividend yield, risk free rates) as of the measurement date. Performance share unit grant date fair values are calculated using the stock price as of date of grant assuming target performance. Adjustments have been made using the stock price and performance modifier as of year-end and as of the date of vest. Time-vested restricted share unit grant date fair values are calculated using the stock price as of date of grant. Adjustments have been made using the stock price as of year-end and as of each date of vest. Column (f): For the relevant fiscal year, represents the cumulative total shareholder return (TSR) of Compass Minerals for the measurement periods ending on September 30 of each of 2023, 2022 and 2021, respectively, and December 31, 2020. Column (g): For the relevant fiscal year, represents the cumulative TSR of the Compensation Peer Group (“Peer Group TSR”) for the measurement periods ending on September 30 of each of 2023, 2022 and 2021, and December 31, 2020. The peer group used for this purpose in 2023 consists of the following companies: Albemarle Corporation, Alpha Metallurgical Resources, Inc., Arch Resources, Inc., Balchem Corporation, Coeur Mining, Inc., Eagle Materials Inc., Hecla Mining Company, Innospec Inc., Koppers Holdings Inc., Livent Corporation, Minerals Technologies Inc., Peabody Energy Corporation, Sensient Technologies Corporation, Summit Materials, Inc., Tronox Holdings plc, U.S. Silica Holdings, Inc., and Warrior Met Coal, Inc. The peer group used for this purpose in 2021 and 2022 consists of the following companies: Albemarle Corporation, Alpha Metallurgical Resources, Inc., Arch Resources, Inc., Balchem Corporation, Cleveland-Cliffs Inc., Coeur Mining, Inc., Eagle Materials Inc., Ferro Corporation, H.B. Fuller Company, Hecla Mining Company, Innospec Inc., Minerals Technologies Inc., Peabody Energy Corporation, The Scotts Miracle-Gro Company, Sensient Technologies Corporation, Summit Materials, Inc., Tronox Holdings plc, U.S. Concrete, Inc., U.S. Silica Holdings, Inc., and Warrior Met Coal, Inc. The peer group used for this purpose in 2020 consists of the following companies: Albemarle Corporation, Arch Resources, Inc., Balchem Corporation, Cabot Corporation, Carpenter Technology Corporation, Cleveland-Cliffs Inc., Eagle Materials Inc., Element Solutions Inc, FMC Corporation, H.B. Fuller Company, Hecla Mining Company, Innophos Holdings, Inc., Innospec Inc., Kaiser Aluminum Corporation, Martin Marietta Materials, Inc., Minerals Technologies Inc., NewMarket Corporation, Peabody Energy Corporation, The Scotts Miracle-Gro Company, Sensient Technologies Corporation, Tronox Holdings plc, U.S. Concrete, Inc., U.S. Silica Holdings, Inc. Column (h): Reflects “Net Income” in the Company’s Consolidated Income Statements included in the Company’s Annual Reports on Form 10-K for each of the fiscal years ended September 30, 2023, 2022 and 2021 and December 31, 2020. Column (i): Adjusted EBITDA, our Company-Selected Measure, is calculated as described on page 50 of the “Compensation Discussion and Analysis.”

  121. Provisions of the Amended Plan Relating to Director Compensation

    Provisions of the Amended Plan Relating to Director Compensation The Amended Plan provides that the plan administrator may establish compensation for non-employee directors from time to time subject to the Amended Plan’s limitations. The Board or its authorized committee may modify non-employee director compensation from time to time in the exercise of its business judgment, taking into account factors, circumstances and considerations that it deems relevant from time to time, provided that the sum of any cash or other compensation and the grant date fair value of any equity awards granted as compensation for services as a non-employee director may not exceed $700,000 in any calendar year. The plan administrator may make exceptions to this limit for individual non-employee directors in extraordinary circumstances, as the plan administrator may determine in its discretion, provided that the non-employee director receiving such additional compensation may not participate in the decision to award such compensation or in other contemporaneous compensation decisions involving non-employee directors.

  122. New Plan Benefits as of January 19, 2024

    | (1) Pursuant to our Director Compensation Policy, each non-employee director serving on our Board immediately following this annual meeting will be awarded a RSU or DSU award with a value of $120,000 for each of Mr. Dealy, Mr. Joyce, Ms. Miller and Ms. Walker, and $225,000 for Mr. Reece (determined using the closing market price per share of our common stock on the grant date). |