DEF 14A of Compass Minerals International Inc, Jan 23, 2025

DEF 14A of Compass Minerals International Inc

Filed Jan 23, 2025 · FY20240001308179-25-000013

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  2. Fiscal 2025 Nominees for Director

    Fiscal 2025 Nominees for Director

  3. Board Nominee Composition

    Board Nominee Composition

  4. Board Nominee Composition

    | INDEPENDENT | DIVERSITY | | AGE RANGE | | 62.5% | 25% GENDER | 12.5% ETHNIC | 41-69 YEARS | | AVERAGE TENURE | AVERAGE AGE | | JOINED IN LAST 4 YEARS | | 3.9 YEARS | 54.9 YEARS | | +6 |

  5. Board Nominee Composition

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

  6. Board Nominee Composition

    | Age 69 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. |

  7. MR. DOWLING’S QUALIFICATIONS AND ATTRIBUTES

    MR. DOWLING’S QUALIFICATIONS AND ATTRIBUTES

  8. MR. DOWLING’S QUALIFICATIONS AND ATTRIBUTES

    | | Business/Functional Leader | | International Business | | Risk Management | | Strategy/M&A | | | Industry Knowledge | | Operations/EH&S | | Sales and Marketing | | Sustainability/Human Capital Management |

  9. MR. DOWLING’S QUALIFICATIONS AND ATTRIBUTES

    | RICHARD P. DEALY | VP – PERMIAN BASIN, EXXONMOBIL |

  10. MR. DOWLING’S QUALIFICATIONS AND ATTRIBUTES

    | Age 58 Independent Director since ● 2022 Committees ● Audit ● Compensation (Chair) | PROFESSIONAL BACKGROUND ● Vice President – Permian Basin of ExxonMobil, an oil and gas corporation, since May 2024. ● Served as Chief Executive Officer of Pioneer Natural Resources from January 2024 through May 2024, 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. |

  11. MR. DEALY’S QUALIFICATIONS AND ATTRIBUTES

    MR. DEALY’S QUALIFICATIONS AND ATTRIBUTES

  12. MR. DEALY’S QUALIFICATIONS AND ATTRIBUTES

    | | Business/Functional Leader | | Industry Knowledge | | Risk Management | | Strategy/M&A | | | Financial Expert | | Operations/EH&S | | Sales and Marketing | | International Business |

  13. MR. DEALY’S QUALIFICATIONS AND ATTRIBUTES

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

  14. MR. DEALY’S QUALIFICATIONS AND ATTRIBUTES

    | Age 51 Director since ● 2024 | 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 directors 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. |

  15. MR. HOLTZMAN’S QUALIFICATIONS AND ATTRIBUTES

    MR. HOLTZMAN’S QUALIFICATIONS AND ATTRIBUTES

  16. MR. HOLTZMAN’S QUALIFICATIONS AND ATTRIBUTES

    | | Business/Functional Leader | | International Business | | Strategy/M&A | | | Industry Knowledge | | Risk Management | | |

  17. MR. HOLTZMAN’S QUALIFICATIONS AND ATTRIBUTES

    | GARETH T. JOYCE | CEO, WAHOO FITNESS |

  18. MR. HOLTZMAN’S QUALIFICATIONS AND ATTRIBUTES

    | Age 51 Independent Director since ● 2021 Committees ● Environmental, Health, Safety and Sustainability (Chair) ● Nominating/ Corporate Governance | PROFESSIONAL BACKGROUND ● Chief Executive Officer of Wahoo Fitness, a fitness technology company. ● Served as Chief Executive Officer of Proterra Inc. from 2021 through March 2024, President 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) proven expertise in sustainability; and (iii) experience in strategic planning, customer service, sales and general management. Mr. Joyce’s extensive management experience and expertise in sustainability make him a valuable member of our Board. |

  19. MR. JOYCE’S QUALIFICATIONS AND ATTRIBUTES

    MR. JOYCE’S QUALIFICATIONS AND ATTRIBUTES

  20. MR. JOYCE’S QUALIFICATIONS AND ATTRIBUTES

    | | Business/Functional Leader | | Operations/EH&S | | Sales and Marketing | | Sustainability/Human Capital Management | | | International Business | | Risk Management | | Strategy/M&A | | |

  21. MR. JOYCE’S QUALIFICATIONS AND ATTRIBUTES

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

  22. MR. JOYCE’S QUALIFICATIONS AND ATTRIBUTES

    | Age 53 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. OTHER CURRENT PUBLIC COMPANY BOARDS Metallus Inc. | 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 make her a valuable member of our Board. |

  23. MS. MILLER’S QUALIFICATIONS AND ATTRIBUTES

    MS. MILLER’S QUALIFICATIONS AND ATTRIBUTES

  24. MS. MILLER’S QUALIFICATIONS AND ATTRIBUTES

    | | Business/Functional Leader | | International Business | | Strategy/M&A | | | Risk Management | | Sustainability/Human Capital Management | | |

  25. MS. MILLER’S QUALIFICATIONS AND ATTRIBUTES

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

  26. MS. MILLER’S QUALIFICATIONS AND ATTRIBUTES

    | Age 63 Independent Director since ● 2019 Non-Executive Chairman of the Board Committees ● Audit ● Compensation ● 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. |

  27. MR. REECE’S QUALIFICATIONS AND ATTRIBUTES

    MR. REECE’S QUALIFICATIONS AND ATTRIBUTES

  28. MR. REECE’S QUALIFICATIONS AND ATTRIBUTES

    | | Business/Functional Leader | | Industry Knowledge | | Risk Management | | Strategy/M&A | | | Financial Expert | | International Business | | Sales and Marketing | | |

  29. MR. REECE’S QUALIFICATIONS AND ATTRIBUTES

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

  30. MR. REECE’S QUALIFICATIONS AND ATTRIBUTES

    | Age 41 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. |

  31. MR. WAGNON’S QUALIFICATIONS AND ATTRIBUTES

    MR. WAGNON’S QUALIFICATIONS AND ATTRIBUTES

  32. MR. WAGNON’S QUALIFICATIONS AND ATTRIBUTES

    | | Business/Functional Leader | | Operations/EH&S | | Sales and Marketing | | | Industry Knowledge | | Risk Management | | Strategy/M&A |

  33. MR. WAGNON’S QUALIFICATIONS AND ATTRIBUTES

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

  34. MR. WAGNON’S QUALIFICATIONS AND ATTRIBUTES

    | Age 67 Independent Director since ● 2015 Committees ● Audit (Chair) ● Environmental, Health, Safety and Sustainability | 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. | |

  35. MS. WALKER’S QUALIFICATIONS AND ATTRIBUTES

    MS. WALKER’S QUALIFICATIONS AND ATTRIBUTES

  36. MS. WALKER’S QUALIFICATIONS AND ATTRIBUTES

    | | Business/Functional Leader | | Financial Expert | | Risk Management | | | International Business | | Strategy/M&A | | |

  37. Board of Directors and Board Committees

    Board of Directors and Board Committees

  38. 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:

  39. Role of the Board of Directors

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

  40. Role of the Board of Directors

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

  41. Board Leadership

    Board Leadership

  42. Board Leadership

    | JOSEPH E. REECE | | | Age 63 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. |

  43. 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 non-employee 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.

  44. Fiscal 2024 Non-Employee Director Compensation

    Fiscal 2024 Non-Employee Director Compensation

  45. FISCAL 2024 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

    FISCAL 2024 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

  46. FISCAL 2024 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

    | Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | Total ($) | | Richard P. Dealy | - | 233,827 | 233,827 | | Edward C. Dowling, Jr.(3) | - | 35,569 | 35,569 | | Jill V. Gardiner | - | 45,202 | 45,202 | | Gareth T. Joyce | - | 230,057 | 230,057 | | Melissa M. Miller | - | 232,524 | 232,524 | | Joseph E. Reece | - | 409,489 | 409,489 | | Lori A. Walker | - | 242,413 | 242,413 |

  47. FISCAL 2024 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. Since the annual retainer was paid in equity, this column is 0 for all. | | (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, DSUs and RSUs granted was based on the market value of our common stock on each grant date. The amounts include DSUs and RSUs as follows: (8,155 DSUs and 5,685 RSUs for Mr. Dealy; 1,546 DSUs for Mr. Dowling; 1,939 DSUs for Ms. Gardiner; 7,786 DSUs and 5,685 RSUs for Mr. Joyce; 7.961 DSUs and 5,685 RSUs for Ms. Miller; 23,560 DSUs for Mr. Reece; and 8,603 DSUs and 5,685 RSUs for Ms. Walker). | | (3) Although Mr. Dowling is currently our Chief Executive Officer, he was not an employee of the Company during the first quarter of fiscal 2024. |

  48. Compensation Contents

    | Option Exercises and Stock Vested During Fiscal 2024 | 66 | | Non-Qualified Deferred Compensation for Fiscal 2024 | 67 | | Termination of Employment and Change in Control Benefits | 67 | | Change in Control Agreements | 68 | | Agreements with Mr. Crutchfield, our former President and CEO | 69 | | Executive Severance Plan | 70 | | Agreement with Mr. Standen, our former Chief Commercial Officer | 70 | | Bonus Payments and Equity Awards | 71 | | Fiscal 2024 Potential Payments Upon Change in Control and Other Events | 72 | | CEO Pay Ratio | 74 | | Pay Versus Performance | 74 | | Equity Compensation Plan Information | 78 |

  49. Leadership Changes

    Leadership Changes Mr. Crutchfield, who had been serving as President and Chief Executive Officer, incurred a termination without Cause 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 would 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. 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 “Compensation Discussion and Analysis-Executive Compensation Decisions for Fiscal 2024.” Mr. Standen, who had been serving as Chief Commercial Officer, incurred a termination without Cause 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.” Mr. Schuller, who had been serving as Chief Operations Officer, departed the Company on February 21, 2024. In connection with his departure, Mr. Schuller was not entitled to severance payments under our Executive Severance Plan. Mr. Dunn was appointed as Chief Operations Officer on February 21, 2024. Ms. Hood was promoted to Chief Supply Chain Officer on January 16, 2024. Ms. Hood has been employed by the Company in roles of increasing responsibilities since September 3, 2019. Mr. Nichols was promoted to Chief Sales Officer on January 16, 2024. Mr. Nichols has been employed by the Company in roles of increasing responsibilities since November 22, 2004. Mr. Crenshaw, who had been serving as Chief Financial Officer, incurred a termination without Cause on June 7, 2024. In connection with his departure, Mr. Crenshaw was entitled to severance payments under our Executive Severance Plan, as described in more detail under “Executive Compensation Tables-Agreement with Mr. Crenshaw, our former Chief Financial Officer.” Mr. Cathey was appointed as Chief Financial Officer on June 7, 2024. Mr. Cathey previously served as Chief Accounting Officer for the Company since his hire on December 18, 2023. Mr. Dunn, who had been serving as Chief Operations Officer, departed the Company on June 21, 2024. In connection with his departure, Mr. Dunn was not entitled to severance payments under our Executive Severance Plan.

  50. Setting Executive Compensation

    | Compensation Element | Changes to fiscal 2024 Executive Compensation Program | | 1 Base Salaries (effective December 1, 2023) | Approved select NEO base salary increases for 2024 to align with the market. | | 2 Management Annual Incentive Program (MAIP) | No changes were made to the fiscal 2024 MAIP targets for NEOs. The Operating Cash flow in the FY2023 MAIP was changed to Adjusted Free Cash Flow for FY2024. The weighting of two Performance Factors were adjusted to recognize increased emphasis on cash flow. The adjustments are as follows: Adjusted EBITDA from 45% to 30% and the Cash Flow from 20% to 35%. Further, the Company incorporated the Winter Impact Benchmark Adjustment, as further described below, and consistent with the methodology applied in prior years. | | 3 Long-Term Incentive Compensation | The annual equity awards granted by the Compensation Committee to NEOs in fiscal 2024 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), TRIR and ESG. The rationale for these changes is described further below. |

  51. Fiscal 2024 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. |

  52. Linking Compensation to Performance

    | (i) | base salary as of September 30, 2024, | | (ii) | fiscal 2024 MAIP bonus at target, and | | (iii) | target grant value of fiscal 2024 equity awards (our long-term incentive compensation). |

  53. 2024 “Say-On-Pay” Vote, Stockholder Engagement Process and Input from Stockholders

    | WHO WE CONTACTED AND ENGAGED | WHAT WE HEARD | HOW WE RESPONDED | | ● We contacted 19 of our top shareholders representing approximately 74% of our outstanding shares, noting that we did not reach out to Koch Industries (approximately 17% ownership stake in the Company) given their representation on the Board of Directors. ● Three shareholders accepted our invitation for outreach representing approximately 22% of our outstanding shares. | ● Expressed appreciation for the shareholder outreach and asked us to continue to reach out to them on a regular basis. ● Expressed that they would like to see the Board and management own more shares in the Company. ● Expressed that the annual incentive plan metrics should include cash flow, debt reduction, and cost control. ● Expressed that the LTI performance metrics should be focused on driving returns and generating free cash flow, which are more aligned with long-term value creation for shareholders. | ● The Chairman of the Compensation Committee committed to continuing to reach out to investors at least annually. ● In fiscal 2024 and continuing in fiscal 2025, all compensation for non-employee directors continued to be delivered in the form of equity awards. ● For fiscal 2025, operating cash flow, CapEx and production cost per unit were added as performance metrics to the MAIP. ● For fiscal 2025 LTI PSU grants, the performance metrics were adjusted to consist of an equal weighting of Free Cash Flow and Return on Capital Employed (ROCE). |

  54. 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. |

  55. 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. |

  56. 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 scope and 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 ● 50% RSUs ● 50% PSUs | | ● Award opportunities based on competitive market data | ● Motivates and rewards for achievement of long-term goals, which aligns with stockholder interests ● Promotes retention ● Vesting and earning over time encourages a focus on earnings sustainability | | | | ● RSUs | ● Vests one-third per year after date of grant | ● Value is based on stock price at vesting | | | | | ● PSUs | ● 100% vested 3 years after grant based on results for 3-year performance period | ● Value at vesting is determined by the number of PSUs earned (if any), based on the achievement of various long-term performance goals, and the stock price at the time of vesting | |

  57. 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 2024 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 2023 the companies listed in the 2024 Peer Group Companies table below for our fiscal 2024 peer group. In May 2024, the Compensation Committee, with the assistance of FW Cook, determined to make modifications to our fiscal 2025 peer group, as shown in the 2025 Peer Group Companies table below. 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, follow similar pay models and had U.S.-based executives and executive compensation programs which appear to conform to typical U.S. practices. At the time of review, our revenue was positioned competitively with the peer group median. All are U.S.-based and traded on the NYSE or Nasdaq.

  58. Peer Groups and Benchmarking

    | 2024 Peer Group Companies | | | | | | | ● | Albemarle Corporation | ● | Eagle Materials | ● | Sensient Technologies | | ● | Alpha Metallurgical | ● | Hecla Mining | ● | Summit Materials | | ● | Arcadium Lithium (fka Livent) | ● | Innospec | ● | Tronox Holdings | | ● | Arch Resources | ● | Koppers Holdings | ● | U.S. Silica Holdings | | ● | Balchem Corporation | ● | Minerals Technologies | ● | Warrior Met Coal | | ● | Coeur Mining | ● | Peabody Energy | | |

  59. Peer Groups and Benchmarking

    | 4 Removed in FY2025 | | 5 Added in FY2025 | | | - | Albemarle Corporation | + | Ecovyst | | - | Arcadium Lithium (fka Livent) | + | LSB Industries | | - | Eagle Materials | + | Metallus | | - | Summit Materials | + | Ramaco Resources | | | | + | SSR Mining |

  60. Peer Groups and Benchmarking

    | 2025 Peer Group Companies | | | | | | | | | | ● | Alpha Metallurgical | | ● | Innospec | | ● | Ramaco Resources | NEW | | ● | Arch Resources | | ● | Koppers Holdings | | ● | Sensient Technologies | | | ● | Balchem | | ● | LSB Industries | NEW | ● | SSR Mining | NEW | | ● | Coeur Mining | | ● | Metallus | NEW | ● | Tronox Holdings | | | ● | Ecovyst | NEW | ● | Minerals Technologies | | ● | U.S. Silica Holdings* | | | ● | Hecla Mining | | ● | Peabody Energy | | ● | Warrior Met Coal | |

  61. Peer Groups and Benchmarking

    * U.S. Silica Holdings was acquired and has since been removed from our peer group. 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 incentive opportunity (MAIP) 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 2024 compensation, the Compensation Committee also considered market survey data from relevant and reputable survey sources.

  62. 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. |

  63. Fiscal 2024 Management Annual Incentive Program (MAIP)

    Fiscal 2024 Management Annual Incentive Program (MAIP)

  64. Fiscal 2024 MAIP Bonus Formula

    Fiscal 2024 MAIP Bonus Formula In fiscal 2024, MAIP bonuses to our NEOs were calculated using the following formula.

  65. Fiscal 2024 MAIP Bonus Formula

    | BASE SALARY | | TARGET PERCENTAGE | | PERFORMANCE FACTOR | | PERFORMANCE FACTOR ACHIEVEMENT | | MAIP BONUS |

  66. 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 2024 target MAIP percentages and target bonuses are set forth below. For fiscal 2024, 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 2023 to make no changes to the target percentages for the NEOs.

  67. MAIP Target Bonus Percentage

    | NEO | Target MAIP (%) | | E. Dowling | 130% | | J. Cathey | 70% | | M. Frontczak | 70% | | J. Hood | 60% | | B. Nichols | 60% | | K. Crutchfield(1) | N/A | | L. Crenshaw(1) | N/A | | G. Schuller, Jr.(1) | N/A | | J. Standen(1) | N/A |

  68. MAIP Target Bonus Percentage

    | (1) These NEOs who exited the Company during fiscal 2024 were not eligible to receive a fiscal 2024 MAIP bonus. |

  69. Performance Factor Achievement

    | Percent of Performance Achieved | Adjusted EBITDA ($ millions)(1) | Resulting Performance Factor Achievement Payout | | Less than 75% | — | 0% | | Threshold: 75% | 147.2 | 50% | | Target: 100% | 196.3 | 100% | | Maximum: 120% or greater | 235.6 | 200% |

  70. Performance Factor Achievement

    | Percent of Performance Achieved | Adjusted Free Cash Flow ($ millions)(1) | Resulting Performance Factor Achievement Payout | | Less than 75% | — | 0% | | Threshold: 75% | 37.3 | 50% | | Target: 100% | 49.7 | 100% | | Maximum: 120% or greater | 59.7 | 200% |

  71. Performance Factor Achievement

    | Percent of Performance Achieved | TRIR | Resulting Performance Factor Achievement Payout | | Less than 75% | — | 0% | | Threshold: 75% | 1.83 | 50% | | Target: 100% | 1.37 | 100% | | Maximum: 120% or greater | 1.14 | 200% |

  72. 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% |

  73. 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 2024 MAIP bonuses paid to NEOs.

  74. MAIP Bonuses Paid

    | NEO | Target MAIP Bonus (1) ($) | Percentage of Target MAIP Bonus | MAIP Bonus Paid ($) | | E. Dowling | 911,820 | 97.4% | 888,158 | | J. Cathey | 220,164 | 97.4% | 214,451 | | M. Frontczak | 379,754 | 97.4% | 369,899 | | J. Hood | 146,887 | 97.4% | 143,075 | | B. Nichols | 146,887 | 97.4% | 143,075 | | K. Crutchfield(2) | N/A | N/A | N/A | | L. Crenshaw(2) | N/A | N/A | N/A | | G. Schuller, Jr.(2) | N/A | N/A | N/A | | J. Standen(2) | N/A | N/A | N/A |

  75. MAIP Bonuses Paid

    | (1) Target MAIP Bonus amounts were prorated for Mr. Dowling, Mr. Cathey, Mr. Nichols, and Ms. Hood based on the date of hire or promotion. Mr. Dowling was hired on January 18, 2024. Mr. Cathey was hired December 18, 2023. Mr. Nichols was promoted January 16, 2024. Ms. Hood was promoted January 16, 2024. | | (2) No payout as a result of termination of employment prior to the end of fiscal 2024. |

  76. Long-Term Incentive Compensation

    Long-Term Incentive Compensation

  77. 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 fiscal 2024 were a combination of RSUs and PSUs, with a target grant value mix of 50% RSUs and 50% PSUs (except for our CEO, Mr. Dowling, who received 40% RSUs and 60% PSUs). The PSUs have performance criteria based on Free Cash Flow, Cash Unit Costs (Salt business), Cash Unit Costs Reduction (Plan Nutrition), Total Recordable Injury Rate (TRIR) and Environmental, Social and Governance (ESG). The number of shares that may be awarded to NEOs on vesting will depend on our actual results measured against the performance criteria.

  78. Fiscal 2024 Restricted Stock Unit Annual Grants

    Fiscal 2024 Restricted Stock Unit Annual Grants NEOs were granted RSUs in fiscal 2024 that vest in three equal annual installments, beginning on the first anniversary of 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.

  79. Fiscal 2024 Performance Stock Unit Annual Grants

    Fiscal 2024 Performance Stock Unit Annual Grants The fiscal 2024 PSUs have a three-year performance period and will vest on the third anniversary of 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, with the number of resulting shares falling within a range of zero to 275% of the target number of PSU awards granted, based on the Company’s performance over the three-year performance period. NEOs have no voting rights with respect to PSUs. With respect to each metric, a threshold level of performance is required in order to receive any payout, a target level of performance is set to achieve target payout, and a maximum level of performance is established in order to receive maximum payout, with payout interpolated for performance falling between the minimum and maximum levels. 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.

  80. Fiscal 2024 Performance Stock Unit Annual Grants

    | Performance Criteria | Overall Metric Weighting | | Free Cash Flow | 35% | | Cash Unit Cost (Salt) | 20% | | Cash Unit Cost Reduction (Plant Nutrition) | 20% | | Capital Expenditures (Lithium)(1) | - | | Total Recordable Injury Rate (TRIR)(2) | 15% | | Environmental Social and Governance (ESG)(2) | 10% |

  81. Fiscal 2024 Performance Stock Unit Annual Grants

    | (1) Due to the suspension of activity on the Lithium project, the weighting has been reallocated to the other metrics. | | (2) Total Recordable Injury Rate and Environmental Social and Governance has a different performance achievement level earned. The percentages are as followed: Threshold 50%, Target 100%, and Maximum 200%. |

  82. Fiscal 2024 Annual Target Grant Values

    | NEO(1) | Target Grant Value ($) | RSUs Granted (#)(2) | PSUs Granted (#)(3) | | K. Crutchfield(4) | 3,934,000 | 72,131 | 72,131 | | E. Dowling | 3,500,000 | 67,050 | 100,575 | | L. Crenshaw(4) | 1,335,150 | 24,481 | 24,481 | | J. Cathey(5) | 125,023 | 4,672 | 4,672 | | M. Frontczak(6) | 1,199,772 | 21,999 | 21,999 | | G. Schuller, Jr.(4) | 1,672,209 | 30,661 | 30,661 | | J. Standen(4) | 1,190,250 | 21,824 | 21,824 |

  83. Fiscal 2024 Annual Target Grant Values

    | (1) Ms. Hood and Mr. Nichols received RSU awards prior to their promotion to the NEO position with Target Grant Values of $78,510 and $70,000, respectively, and therefore are not in the table above. |

  84. Fiscal 2024 Annual Target Grant Values

    | (2) The number of RSUs granted is equal to 50% of the target grant value, divided by the closing stock price on the grant date for all NEOs. | | (3) The number of PSUs granted is equal to 50% of the target grant value, divided by the closing stock price on the grant date for all NEOs. | | (4) Upon termination of employment for Mr. Crutchfield, Mr. Crenshaw, Mr Schuller Jr., and Mr. Standen the RSUs and PSUs granted in fiscal 2024 were forfeited. | | (5) The amounts reflected do not included grants of 16,620 RSUs to Mr. Cathey prior to his promotion to Chief Financial Officer. | | (6) Ms. Frontczak’s Target Grant Value increased compared to fiscal 2023 to recognize her additional responsibilities, performance, and to enhance retention. |

  85. PSUs with Performance Period Ending in Fiscal 2024

    PSUs with Performance Period Ending in Fiscal 2024 The table below summarizes the results of the PSUs granted in fiscal 2021 and 2022, both of which had performance periods ending in fiscal 2024, with a payout of 0%.

  86. PSUs with Performance Period Ending in Fiscal 2024

    | Performance Period | Performance Measure | PSUs Earned | | January 1, 2021 – December 31, 2023 | EBITDA Growth | 0% | | October 1, 2021 - September 30, 2024 | TSR | 0% |

  87. Fiscal 2025 Compensation Decisions

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

  88. Fiscal 2025 Compensation Decisions

    | Compensation Element | Changes to fiscal 2025 Executive Compensation Program | | 1 Base Salaries (effective December 1, 2024) | Our NEOs did not receive base salary increases on December 1, 2024. Mr. Nichols did receive an 8.7% increase on October 1, 2024, to bring him more in line with the competitive market. | | 2 Management Annual Incentive Program (MAIP) | No changes were made to the fiscal 2025 MAIP target percentages for NEOs. The Compensation Committee replaced the Adjusted Free Cash Flow performance factor with an Adjusted Operating Cash Flow performance factor for fiscal 2025. | | 3 Long-Term Incentive Compensation | The fiscal 2025 target grant percentage increased for Mr. Nichols effective October 1, 2024. Fiscal 2025 awards were granted on October 15, 2024 (RSUs) and November 19, 2024 (PSUs). No changes were made to the equity mix for fiscal 2025. The Performance Factors for the fiscal 2025 were changed to put more emphasis on cash flow and cost control, as described in greater detail in the following section. |

  89. Fiscal 2025 Long-Term Incentive Compensation

    Fiscal 2025 Long-Term Incentive Compensation The Compensation Committee continues to evaluate our compensation programs and consider how to best motivate and retain executives who are charged with the successful execution of enterprise-wide initiatives that will drive value across the Company. The Compensation Committee, with assistance from FW Cook, reviewed the pay practices of our peer group and, recognizing the importance of long-term retention of NEOs in driving successful execution of the Company’s strategic objectives and long-term value for stockholders, made changes to the PSUs granted in Fiscal 2025. Annual equity awards were granted by the Compensation Committee to NEOs on October 15, 2024 (RSUs), and November 19, 2024 (PSUs), and continued to be comprised of 50% RSUs and 50% PSUs. The changes made:

  90. Fiscal 2025 Long-Term Incentive Compensation

    | ● | Reduced from six to two the number of Performance Criterion and narrow their focus to those that have a direct impact on the Company’s overall financial health and sustainability | | | ● | Fiscal 2025 Performance Criterion and weighting – | | | | ● | Free Cash Flow – 50% | | | ● | Return on Capital Employed (ROCE) – 50% |

  91. Fiscal 2025 Long-Term Incentive Compensation

    | ● | Added a Modifier that will increase or decrease any payout on each Performance Criteria by 20 percent based upon Relative Shareholder Return (rTSR) versus an LTIP Peer Group. Performance below the 25th percentile of the peer group will reduce the payout by 20 percent; performance above the 75th percentile of the peer group will increase the payout by 20 percent. Performance between the 25th percentile and the 75th percentile will have no modifier applied. |

  92. Fiscal 2025 Long-Term Incentive Compensation

    These changes are a strategic move to maintain a compensation structure that rewards NEO performance and secures the stability necessary for long-term success and the creation of stockholder value.

  93. 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 2024 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 2024, management did not engage FW Cook independently from the Compensation Committee for assistance.

  94. 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.

  95. 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 2024 for our CEO and, on average, for our other NEOs.

  96. 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.

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

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

  98. 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 addressed, 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 provided that Mr. Crutchfield would 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 was 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 67 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 in 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.” |

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

    Compensation Committee Report

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

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

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

    | 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. In situations where a 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 was 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 one year after the NEO’s termination of employment. Each NEO is also a party to a confidentiality and invention assignment agreement. |

  102. Fiscal 2024 Summary Compensation Table

    Fiscal 2024 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 2024, fiscal 2023, and fiscal 2022. For a complete understanding of the table, please read the narrative description that follows the table.

  103. Fiscal 2024 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(1) Former President and Chief Executive Officer | 2024 | 281,000 | - | 3,934,025 | — | 6,208,959 | 10,423,984 | | | 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 | | Edward Dowling, Jr.(2) President and Chief Executive Officer | 2024 | 705,128 | 350,000 | 3,535,579 | 888,158 | 366,779 | 5,845,645 | | Lorin Crenshaw(3) Former Chief Financial Officer | 2024 | 405,723 | - | 1,335,194 | — | 1,525,723 | 3,266,639 | | | 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 | | Jeffrey Cathey(4) Chief Financial Officer | 2024 | 292,981 | - | 475,062 | 214,451 | 16,610 | 999,104 | | Mary L. Frontczak Chief Legal and Administrative Officer and Corporate Secretary | 2024 | 539,028 | - | 1,199,825 | 369,899 | 67,763 | 2,176,515 | | | 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 | | Jennifer Hood(5) Chief Supply Chain Officer | 2024 | 341,244 | - | 78,510 | 142,511 | 29,428 | 591,693 | | | 2023 | - | - | - | - | - | - | | | 2022 | - | - | - | - | - | - | | George J. Schuller, Jr.(6) Former Chief Operations Officer | 2024 | 285,417 | - | 1,672,251 | — | 37,400 | 1,995,068 | | | 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 | | Benjamin Nichols(7) Chief Sales Officer | 2024 | 337,614 | - | 70,002 | 142,511 | 38,323 | 588,451 | | | 2023 | - | - | - | - | - | - | | | 2022 | - | - | - | - | - | - | | James D. Standen(8) Former Chief Commercial Officer | 2024 | 153,595 | - | 1,190,281 | — | 1,583,204 | 2,927,080 | | | 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 |

  104. Fiscal 2024 Summary Compensation Table

    | (1) Mr. Crutchfield departed the Company on January 17, 2024 after serving as President and Chief Executive Officer. See “Termination of Employment and Change-in-Control Benefits - Agreement with Mr. Crutchfield” for more information about his separation payments and benefits. | | | (2) Mr. Dowling joined us as Chief Executive Officer in January 2024. As a result, we have only provided information for fiscal 2024. | | | (3) Mr. Crenshaw departed the Company on June 7, 2024 after serving as Chief Financial Officer. See “Termination of Employment and Change-in-Control Benefits - Agreement with Mr. Crenshaw” for more information about his separation payments and benefits. | | | (4) Mr. Cathey was promoted to Chief Financial Officer in June 2024, but was not a NEO in his prior role. As a result, we have only provided information for fiscal 2024. | | | (5) Ms. Hood was promoted to Chief Supply Chain Officer in January 2024, but was not a NEO in her prior role. As a result, we have only provided information for fiscal 2024. | | | (6) Mr. Schuller departed the Company on February 21, 2024 after serving as Chief Operations Officer. See “Termination of Employment and Change-in-Control Benefits - Agreement with Mr. Schuller” for more information about his separation payments and benefits. | | | (7) Mr. Nichols was promoted to Chief Sales Officer in January 2024, but was not a NEO in his prior role. As a result, we have only provided information for fiscal 2024. | | | (8) Mr. Standen departed the Company on January 16, 2024 after serving as Chief Commercial Officer. See “Termination of Employment and Change-in-Control Benefits - Agreement with Mr. Standen” for more information about his separation payments and benefits. | | | (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. Dowling, Jr. of $350,000 as part of his hiring package when he joined us in January 2024. | | | (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 2024 is calculated based on using the closing price of our common stock on the grant date. The Scorecard PSUs granted in fiscal 2024 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. The Company's closing stock price on the grant date was used to estimate the fair value of the Scorecard PSUs. The Company will adjust the expense of the Scorecard PSUs based upon its estimate of the number of shares that will ultimately vest at each interim date during the vesting period. 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, 2024. | | | ● | The above table reflects the grant date fair value of RSUs granted in fiscal 2024 and the grant date fair value of Scorecard PSUs granted in fiscal 2024 assuming that the target level of performance will be achieved. The grant date fair values of Scorecard PSUs granted in fiscal 2024, assuming that the maximum level of performance will be achieved, are: $5,409,277 for Mr. Crutchfield, $1,835,898 for Mr. Crenshaw, $1,649,753 for Ms. Frontczak, $2,299,352 for Mr. Schuller, Jr. $1,636,636 for Mr. Standen, $5,775,011 for Mr. Dowling Jr., and $171,906 for Mr. Cathey. | | ● | See pages 53-54 for more information about RSUs and Scorecard PSUs granted in fiscal 2024, including the vesting schedules, PSU performance metrics, 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 2024 are included in the Option Exercises and Stock Vesting During Fiscal 2024 table. Additional information on all outstanding RSUs and PSUs is reflected in the Outstanding Equity Awards at Fiscal 2024 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 2024, “All Other Compensation” included the following: | |

  105. Fiscal 2024 Summary Compensation Table

    | Name | 401(k) Plan Company Matching Contribution(1) ($) | Insurance Premiums(2) ($) | Other(3) ($) | | K. Crutchfield | 17,377 | 32,202 | 6,159,380 | | E. Dowling Jr. | 20,700 | 17,156 | 328,923 | | L. Crenshaw | 24,428 | 16,420 | 1,484,875 | | J. Cathey | 15,829 | 781 | - | | M. Frontczak | 31,100 | 31,494 | 5,169 | | J. Hood | 24,129 | 5,130 | 169 | | G. Schuller, Jr. | 16,969 | 20,431 | - | | B. Nichols | 32,192 | 5,962 | 169 | | J. Standen | 4,327 | 7,240 | 1,571,638 |

  106. Fiscal 2024 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 2024, but is not paid until fiscal 2025. | | (2) Represents amounts paid by us for Company-sponsored long-term disability insurance, life insurance and business travel accident insurance premiums, which includes accidental death and dismemberment coverage. | | (3) Represents amounts paid for (i) separation payment to Mr. Crutchfield $6,152,080, Mr. Crenshaw $1,462,375, and Mr. Standen $1,571,586 (ii) identity-theft monitoring services for Ms. Frontczak, Mr. Standen, Mr. Nichols, and Ms. Hood (iii) executive physical for Mr. Crutchfield, Ms. Frontczak, and Mr. Dowling and (iv) relocation expenses for Mr. Dowling of $188,330 plus a tax gross-up of $135,593. |

  107. Fiscal 2024 Grants of Plan-Based Awards

    Fiscal 2024 Grants of Plan-Based Awards The following table provides information about MAIP awards and equity awards granted to each NEO during fiscal 2024. For a complete understanding of the table, please read the narrative description that follows the table.

  108. Fiscal 2024 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 | | | 843,000 | 1,686,000 | 3,372,000 | | | | | | | 10/15/23 | 10/12/23 | | | | | 72,131 | | 1,967,012 | | PSUs | 10/15/23 | 10/12/23 | | | | 36,066 | 72,131 | 198,360 | 1,967,012 | | E. Dowling Deferred RSUs(1) | | | 650,000 | 1,300,000 | 2,600,000 | | | | | | | 12/20/23 | 11/08/23 | | | | | 27 | | 699 | | Deferred RSUs(1) | 12/31/23 | 11/08/23 | | | | | 1,136 | | 28,764 | | RSUs | 01/18/24 | 01/15/24 | | | | | 67,050 | | 1,400,004 | | PSUs | 01/18/24 | 01/15/24 | | | | 50,288 | 100,575 | 276,581 | 2,100,006 | | Deferred RSUs(1) | 3/31/24 | 11/08/23 | | | | | 41 | | 645 | | Deferred RSUs(1) | 3/31/24 | 11/08/23 | | | | | 342 | | 5,383 | | L. Crenshaw RSUs | | | 194,710 | 389,419 | 778,838 | | | | | | | 10/15/23 | 10/12/23 | | | | | 24,481 | | 667,597 | | PSUs | 10/15/23 | 10/12/23 | | | | 12,241 | 24,481 | 67,323 | 667,597 | | J. Cathey RSUs | | | 140,000 | 280,000 | 560,000 | | | | | | | 12/18/23 | 12/18/23 | | | | | 9,456 | | 250,017 | | RSUs | 4/8/24 | 4/8/24 | | | | | 7,164 | | 149,656 | | RSUs | 6/7/24 | 6/7/24 | | | | | 4,672 | | 62,511 | | PSUs | 6/7/24 | 6/7/24 | | | | 2,336 | 4,672 | 12,848 | 62,511 | | M. Frontczak RSUs | | | 189,877 | 379,754 | 759,508 | | | | | | | 10/15/23 | 10/12/23 | | | | | 21,999 | | 599,913 | | PSUs | 10/15/23 | 10/12/23 | | | | 11,000 | 21,999 | 60,497 | 599,913 | | J. Hood RSUs | | | 103,500 | 207,000 | 414,000 | | | | | | | 10/15/23 | 10/12/23 | | | | | 2,879 | | 78,510 | | G. Schuller, Jr. RSUs | | | 261,283 | 522,566 | 1,045,131 | | | | | | | 10/15/23 | 10/12/23 | | | | | 30,661 | | 836,125 | | PSUs | 10/15/23 | 10/12/23 | | | | 15,331 | 30,661 | 84,318 | 836,125 |

  109. Fiscal 2024 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 (#) | | | B. Nichols RSUs | | | 103,500 | 207,000 | 414,000 | | | | | | | 10/15/23 | 10/12/23 | | | | | 2,567 | | 70,002 | | J. Standen RSUs | | | 181,125 | 362,250 | 724,500 | | | | | | | 10/15/23 | 10/12/23 | | | | | 21,824 | | 595,140 | | PSUs | 10/15/23 | 10/12/23 | | | | 10,912 | 21,824 | 60,016 | 595,140 |

  110. Fiscal 2024 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 2024 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 2024. 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 2024, including the vesting schedules, PSU performance metrics, 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 2024 Summary Compensation Table. | | (1) The Deferred RSUs granted to Mr. Dowling were approved by the Compensation Committee at the November 8, 2023 meeting, prior to Mr. Dowling’s appointment to President and CEO on January 18, 2024. |

  111. Outstanding Equity Awards at Fiscal 2024 Year-End

    Outstanding Equity Awards at Fiscal 2024 Year-End The following table summarizes the outstanding equity awards held by each NEO as of September 30, 2024. For a complete understanding of the table, please read the narrative description that follows the table.

  112. Outstanding Equity Awards at Fiscal 2024 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 ($) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested (A) ($) | | E. Dowling, Jr. | 1/18/2024 | | | | | 67,050(1) | 805,941 | | | | | | | | 100,575(2) | 1,208,912 | | J. Cathey | 6/7/2024 | | | | | 4,672(5) | 56,157 | | | | | | | | 4,672(6) | 56,157 | | | 4/8/2024 | | | | | 7,164(7) | 86,111 | | | 12/18/2023 | | | | | 9,456(11) | 113,661 | | M. Frontczak | 10/15/2023 | | | | | 21,999(3) | 264,428 | | | | | | | | 21,999(4) | 264,428 | | | 10/15/2022 | | | | | 6,411(12) | 77,060 | | | | | | | | 14,423(13) | 173,364 | | | 10/15/2021 | | | | | 1,160(14) | 13,943 | | J. Hood | 10/15/2023 | | | | | 2,879(3) | 34,606 | | | 8/30/2023 | | | | | 1,679(9) | 20,182 | | | 5/18/2023 | | | | | 1,370(10) | 16,467 | | | 10/15/2022 | | | | | 907(12) | 10,902 | | | | | | | | 2,039(13) | 24,509 | | | 10/15/2021 | | | | | 156(14) | 1,995 | | B. Nichols | 10/15/2023 | | | | | 2,567(3) | 30,855 | | | 5/18/2023 | | | | | 1,369(10) | 16,455 | | | 10/15/2022 | | | | | 929(12) | 11,167 | | | | | | | | 2,090(13) | 25,122 | | | 10/15/2021 | | | | | 170(14) | 2,043 | | | 4/2/2018 | 2,703 | | 60 | 4/2/2025 | | |

  113. Outstanding Equity Awards at Fiscal 2024 Year-End

    | (1) Reflects RSUs that vest 33.33% on January 18, 2025, 2026 and 2027. | | (2) Reflects PSUs that vest on January 18, 2027, subject to the achievement of performance conditions 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 275% of the target award level. | | (3) Reflects RSUs that vest 33.33% on October 15, 2024, 2025 and 2026. | | (4) Reflects PSUs that vest on October 15, 2026, subject to the achievement of performance conditions 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 275% of the target award level. | | (5) Reflects RSUs that vest 33.33% on June 7, 2025, 2026 and 2027 | | (6) Reflects PSUs that vest on June 7, 2027, subject to the achievement of performance conditions 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 275% of the target award level. | | (7) Reflects RSUs that vest 50% on April 8, 2025 and 2026. | | (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 RSUs that vest 100% on February 28, 2025. | | (10) Reflects RSUs that vest 33.33% on May 18, 2024, 2025 and 2026. | | (11) Reflects RSUs that vest 33.33% on December 18, 2024, October 15, 2025 and 2026. | | (12) Reflects RSUs that vest 33.33% on October 15, 2023, 2024 and 2025. | | (13) Reflects PSUs that vest on October 15, 2025, subject to the achievement of performance conditions 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 275% of the target award level. | | (14) Reflects RSUs that vest 33.33% on October 15, 2022, 2023 and 2024. | | (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 $12.02, the closing price of our common stock on September 30, 2024. |

  114. Option Exercises and Stock Vested During Fiscal 2024

    Option Exercises and Stock Vested During Fiscal 2024 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 2024 and RSUs and PSUs that vested during fiscal 2024. For a complete understanding of the table, please read the narrative description that follows the table.

  115. Option Exercises and Stock Vested During Fiscal 2024

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise (#) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting (A) ($) | | K. Crutchfield(1) | - | - | 130,508 | 2,726,482 | | E. Dowling, Jr.(2) | - | - | 1,478 | 34,147 | | L. Crenshaw(3) | - | - | 8,979 | 234,384 | | J. Cathey | - | - | - | - | | M. Frontczak(4) | - | - | 6,076 | 154,024 | | J. Hood(5) | - | - | 1,564 | 31,198 | | G. Schuller, Jr.(6) | - | - | 8,644 | 218,345 | | B. Nichols(7) | - | - | 2,713 | 59,298 | | J. Standen(8) | - | - | 6,290 | 158,563 |

  116. Option Exercises and Stock Vested During Fiscal 2024

    | (1) For Mr. Crutchfield amounts represent 7,344 RSUs that were granted on January 13, 2021 and vested on January 13, 2024; 4,668 RSUs that were granted on October 15, 2021 and vested on October 15, 2023; 4,669 RSUs that were granted on October 15, 2021 and vested on January 17, 2024; 13,899 RSUs that were granted on October 15, 2022 and vested on October 15, 2023; 27,797 RSUs that were granted on October 15, 2022 and vested on January 17, 2024; 72,131 RSUs that were granted on October 15, 2023 and vested on January 17, 2024. | | (2) For Mr. Dowling, Jr. amounts represent 1,136 Deferred RSUs that were granted on December 31, 2023 and vested December 31, 2023, and 342 Deferred RSUs that were granted on March 31, 2024 and vested March 31, 2024. | | (3) For Mr. Crenshaw amounts represent 2,801 RSUs that were granted on December 1, 2021 and vested December 1, 2023; 2,570 RSUs that were granted on December 1, 2021 and vested December 1, 2023; 3,608 RSUs that were granted on October 15, 2022 and vested on October 15, 2023. | | (4) For Ms. Frontczak amounts represent 1,711 RSUs that were granted on January 13, 2021 and vested on January 13, 2024; 1,160 RSUs that were granted on October 15, 2021 and vested on October 15, 2023; 3,205 RSUs that were granted on October 15, 2022 and vested on October 15, 2023. | | (5) For Ms. Hood amounts represent 261 RSUs that were granted on January 13, 2021 and vested on January 13, 2024;165 RSUs that were granted on October 15, 2021 and vested on October 15, 2023; 453 RSUs that were granted on October 15, 2022 and vested on October 15, 2023; 685 RSUs that were granted on May 18, 2023 and vested on May 18, 2024. | | (6) For Mr. Schuller amounts represent 2,548 RSUs that were granted on January 13, 2021 and vested on January 13, 2024; 1,620 RSUs that were granted on October 15, 2021 and vested on October 15, 2023; 4,476 RSUs that were granted on October 15, 2022 and vested on October 15, 2023. | | (7) For Mr. Nichols amounts represent 267 RSUs that were granted on January 13, 2021 and vested on January 13, 2024; 169 RSUs that were granted on October 15, 2021 and vested on October 15, 2023; 1,128 RSUs that were granted on October 27, 2021 and vested on October 27, 2023; 464 RSUs that were granted on October 15, 2022 and vested on October 15, 2023; 685 RSUs that were granted on May 18, 2023 and vested on May 18, 2024. | | (8) For Mr. Standen amounts represent 1,901 RSUs that were granted on January 13, 2021 and vested on January 13, 2024; 1,209 RSUs that were granted on October 15, 2021 and vested on October 15, 2023; 3,180 RSUs that were granted on October 15, 2022 and vested on October 15, 2023. | | (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. |

  117. Fiscal 2024 Potential Payments Upon Change in Control and Other Events

    Fiscal 2024 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, 2024.

  118. Fiscal 2024 Potential Payments Upon Change in Control and Other Events

    | Name | Termination Scenario | | Lump Sum Payment ($) | MAIP Bonus Amount ($) | Equity Awards ($) | Value of Continued Benefits/ Other Amounts ($) | Total ($) | | E. Dowling, Jr. | ● | Change in Control | 3,800,000 | 3,250,000 | 2,014,853 | 63,411 | 9,128,264 | | | ● | Death | — | 911,157 | 805,941 | — | 1,717,098 | | | ● | Disability | — | 911,157 | 805,941 | — | 1,717,098 | | | ● | Without Cause, Company Does Not Renew Employment Agreement or for Good Reason | 1,000,000 | 1,300,000 | 805,941 | 47,558 | 3,153,499 | | J. Cathey | ● | Change in Control | 1,250,000 | 600,000 | 312,086 | 10,213 | 2,172,299 | | | ● | Death | — | — | 312,086 | — | 312,086 | | | ● | Disability | — | — | 312,086 | — | 312,086 | | | ● | Without Cause or for Good Reason | 400,000 | 600,000 | 127,965 | 8,170 | 1,136,135 | | M. Frontczak | ● | Change in Control | 1,464,766 | 759,508 | 793,223 | 26,521 | 3,044,018 | | | ● | Death | — | — | 793,223 | — | 793,223 | | | ● | Disability | — | — | 793,223 | — | 793,223 | | | ● | Without Cause or for Good Reason | 542,506 | 379,754 | 355,431 | 26,521 | 1,304,212 | | J. Hood | ● | Change in Control | 345,000 | 241,500 | 108,661 | 26,207 | 721,368 | | | ● | Death | — | — | 108,661 | — | 108,661 | | | ● | Disability | — | — | 108,661 | — | 108,661 | | | ● | Without Cause or for Good Reason | 345,000 | 241,500 | 108,661 | 26,207 | 721,368 | | B. Nichols | ● | Change in Control | 345,000 | 241,500 | 85,642 | 42,525 | 714,667 | | | ● | Death | — | — | 85,642 | — | 85,642 | | | ● | Disability | — | — | 85,642 | — | 85,642 | | | ● | Without Cause or for Good Reason | 345,000 | 241,500 | 85,642 | 42,525 | 714,667 |

  119. Fiscal 2024 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.

  120. Fiscal 2024 Potential Payments Upon Change in Control and Other Events

    | Name | Type of Termination | | Options(a) ($) | PSUs(a) ($) | RSUs(a) ($) | Total ($) | | E. Dowling, Jr. | ● | Change in Control | - | 1,208,912 | 805,941 | 2,014,853 | | | ● | Death | - | - | 805,941 | 805,941 | | | ● | Disability | - | - | 805,941 | 805,941 | | | ● | Without Cause, Non- Renewal of Employment Agreement or Good Reason | - | - | 805,941 | 805,941 | | J. Cathey | ● | Change in Control | - | 56,157 | 255,929 | 312,086 | | | ● | Death | - | 56,157 | 255,929 | 312,086 | | | ● | Disability | - | 56,157 | 255,929 | 312,086 | | | ● | Without Cause or for Good Reason | - | - | 127,965 | 127,965 | | M. Frontczak | ● | Change in Control | - | 437,792 | 355,431 | 793,223 | | | ● | Death | - | 437,792 | 355,431 | 793,223 | | | ● | Disability | - | 437,792 | 355,431 | 793,223 | | | ● | Without Cause or for Good Reason | - | - | 355,431 | 355,431 | | J. Hood | ● | Change in Control | - | 24,509 | 84,152 | 108,661 | | | ● | Death | - | 24,509 | 84,152 | 108,661 | | | ● | Disability | - | 24,509 | 84,152 | 108,661 | | | ● | Without Cause or for Good Reason | - | 24,509 | 84,152 | 108,661 | | B. Nichols | ● | Change in Control | - | 25,122 | 60,520 | 85,642 | | | ● | Death | - | 25,122 | 60,520 | 85,642 | | | ● | Disability | - | 25,122 | 60,520 | 85,642 | | | ● | Without Cause or for Good Reason | - | 25,122 | 60,520 | 85,642 |

  121. Fiscal 2024 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. |

  122. Fiscal 2024 Potential Payments Upon Change in Control and Other Events

    CEO Pay Ratio

  123. 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 fiscal 2022 as there has been no change in our employee population or employee compensation arrangements that we reasonably believe would significantly impact our fiscal 2024 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 2024 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 2024 total compensation, calculated using the same methodology as the Fiscal 2024 Summary Compensation Table, was $99,195, and our current CEO's fiscal 2024 total compensation, as presented in the Fiscal 2024 Summary Compensation table, was $5,845,645. Based on this information, our fiscal 2024 CEO pay ratio was estimated to be 59 to 1.

  124. 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 63 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.

  125. 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) | | | Dowling | Crutchfield | Dowling | Crutchfield | | | | | | | | 2024 | 5,845,645 | 10,423,984 | 5,363,532 | 1,540,890 | 1,792,079 | 657,407 | 22.36 | 109 | (206) | 206 | | 2023 | - | 9,173,738 | - | 2,909,970 | 2,670,324 | 1,314,008 | 51.34 | 176 | 11 | 199 | | 2022 | - | 10,613,024 | - | 4,897,914 | 2,777,012 | 1,251,000 | 69.59 | 159 | (33) | 190 | | 2021 | - | 5,797,560 | - | 3,880,277 | 1,733,811 | 1,089,954 | 114.85 | 173 | 20 | 179 | | 2020 | - | 5,734,860 | - | 7,995,711 | 1,834,828 | 1,601,616 | 106.56 | 124 | 43 | 230 |

  126. 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 2024, 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.

  127. Pay Versus Performance

    | Fiscal Year | 2020 | 2021 | 2022 | 2023 | 2024 | | | CEO | Crutchfield | Crutchfield | Crutchfield | Crutchfield | Dowling | Crutchfield | | SCT Total Compensation ($) | 5,734,860 | 5,797,560 | 10,613,024 | 9,173,738 | 5,845,645 | 10,423,984 | | Less: Stock and Option Award Values Reported in SCT for the Covered Year ($) | 3,412,476 | 3,477,562 | 7,881,343 | 5,997,970 | 3,535,579 | 3,934,025 | | Plus: Fair Value for Stock and Option Awards Granted in the Covered Year ($) | 3,682,010 | 1,466,383 | 6,017,107 | 2,856,593 | 3,053,466 | 0 | | Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($) | 2,869,275 | (495,027) | (2,724,785) | (3,325,077) | 0 | 0 | | Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($) | (877,959) | 588,923 | (1,126,088) | 202,685 | 0 | (66,604) | | Less: Fair Value of Stock and Option Awards Forfeited during the Covered Year ($) | - | - | - | - | 0 | (4,882,466) | | Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans ($) | - | - | - | - | 0 | 0 | | Plus: Aggregate Service Cost and Prior Service Cost for Pension Plans ($) | - | - | - | - | 0 | 0 | | Compensation Actually Paid ($) | 7,995,711 | 3,880,277 | 4,897,914 | 2,909,970 | 5,363,532 | 1,540,890 |

  128. 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-CEO named executive officers 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 Fiscal Year 2024: Lorin Crenshaw, Jeffrey Cathey, Mary Frontczak, Benjamin Nichols, George Schuller Jr., Jennifer Hood, and James Standen Column (e): “Average Compensation Actually Paid to Non-PEO NEOs” in each of fiscal years 2024, 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.

  129. Pay Versus Performance

    | Fiscal Year | 2020 | 2021 | 2022 | 2023 | 2024 | | Non-CEO NEOs | See Column (d) Note | See Column (d) Note | See Column (d) Note | See Column (d) Note | See Column (d) Note | | SCT Total Compensation ($) | 1,834,828 | 1,733,811 | 2,777,012 | 2,670,324 | 1,792,079 | | Less: Stock and Option Award Values Reported in SCT for the Covered Year ($) | 791,013 | 972,178 | 1,272,670 | 1,561,016 | 860,161 | | Plus: Fair Value for Stock and Option Awards Granted in the Covered Year ($) | 593,612 | 405,201 | 547,929 | 609,311 | 170,509 | | Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($) | 193,686 | (34,082) | (303,692) | (459,642) | (105,065) | | Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($) | (80,995) | (42,798) | (87,736) | 55,031 | (14,085) | | Less: Fair Value of Stock and Option Awards Forfeited during the Covered Year ($) | (148,501) | - | (409,843) | - | (325,870) | | Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans ($) | - | - | - | - | 0 | | Plus: Aggregate Service Cost and Prior Service Cost for Pension Plans ($) | - | - | - | - | 0 | | Compensation Actually Paid ($) | 1,601,616 | 1,089,954 | 1,251,000 | 1,314,008 | 657,407 |

  130. 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 2024, 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 2024, 2023, 2022 and 2021, and December 31, 2020. The peer group used for this purpose in 2024 consists of the following companies: Alpha Metallurgical Resources, Inc., Arch Resources, Inc., Balchem Corporation, Coeur Mining, Inc., Ecovyst Inc., Hecla Mining Company, Innospec Inc., Koppers Holdings Inc., LSB Industries, Inc., Metallus Inc., Minerals Technologies Inc., Peabody Energy Corporation, Ramaco Resources, Inc., Sensient Technologies Corporation, SSR Mining Inc., Tronox Holdings plc, U.S. Silica Holdings, Inc., and Warrior Met Coal, Inc.. 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, 2024, 2023, 2022 and 2021 and December 31, 2020. Column (i): Adjusted EBITDA, our Company-Selected Measure, is calculated as described on page 52 of the “Compensation Discussion and Analysis.”

  131. Overview of the 2020 Plan

    | ● | No Automatic Grants. The 2020 Plan does not provide for automatic grants to any individual. | | ● | Limit on Non-Employee Director Compensation. The 2020 Plan limits non-employee director total compensation to $700,000 per calendar year. | | ● | No Tax Gross-Ups. The 2020 Plan does not provide for any tax gross ups. |

  132. 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.

  133. New Plan Benefits as of January 15, 2025

    | (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). |