DEF 14A of Compass Minerals International Inc, Jan 23, 2026

DEF 14A of Compass Minerals International Inc

Filed Jan 23, 2026 · FY20250001308179-26-000019

Open on EDGAR

  1. Director Nominee Snapshot

    Director Nominee Snapshot

  2. Director Nominee Snapshot

    | INDEPENDENCE (NYSE STANDARDS) | AUDIT COMMITTEE EXPERTISE (SEC) | | 78% | 100% | | INCLUDING OUR CHAIRMAN | ALL DIRECTOR NOMINEES WHO ARE AUDIT COMMITTEE MEMBERS ARE CONSIDERED FINANCIAL EXPERTS |

  3. Director Nominee Snapshot

    | AGE | TENURE | BOARD REFRESHMENT | | 59 | 2.6 | +7 | | AVERAGE AGE | AVERAGE TENURE | SEVEN OF OUR NOMINEES HAVE JOINED THE BOARD IN THE LAST FOUR YEARS |

  4. Director Nominee Snapshot

    | Skills, Experience, and Attributes | | | | | | | | | | | | | Business/Functional Leader | | | | | | | | | | | | Financial Expert | | | | | | | | | | | | Industry Knowledge | | | | | | | | | | | | International Business | | | | | | | | | | | | Operations/Environmental, Health & Safety (EH&S) | | | | | | | | | | | ! | Risk Management | | | | | | | | | | | | Sales and Marketing | | | | | | | | | | | | Strategy/M&A | | | | | | | | | | | | Sustainability/Human Capital Management | | | | | | | | | |

  5. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  6. Fiscal 2026 Nominees for Director

    Fiscal 2026 Nominees for Director

  7. Fiscal 2026 Nominees for Director

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

  8. Fiscal 2026 Nominees for Director

    | Age 70 Director since ● 2022 Committees ● Environmental, Health, Safety and Sustainability | PROFESSIONAL BACKGROUND ● Became President and CEO 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 ● Wesdome Gold Mines Ltd. | PRIOR PUBLIC COMPANY BOARDS ● Copper Mountain Mining Corp. ● Teck Resources Ltd. |

  9. MR. DOWLING’S QUALIFICATIONS AND ATTRIBUTES

    MR. DOWLING’S QUALIFICATIONS AND ATTRIBUTES

  10. 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 |

  11. MR. DOWLING’S QUALIFICATIONS AND ATTRIBUTES

    | RUSSELL BALL | SENIOR ADVISOR, FORGE RESOURCES CORPORATION |

  12. MR. DOWLING’S QUALIFICATIONS AND ATTRIBUTES

    | Age 57 Independent Director since ● 2025 Committees ● Audit (Chair), effective following the Annual Meeting ● Capital Allocation & Technical | PROFESSIONAL BACKGROUND ● Senior Advisor at Forge Resources Corporation since 2024, and Advisor at Terra Balcanica Resources Corporation since 2022. ● From 2019 to 2021, Mr. Ball served as President and Chief Executive Officer of Calibre Mining Corporation, overseeing the acquisition of two gold mines in Nicaragua. Prior to his appointment as CEO, he served as Executive Chairman. ● Prior to joining Calibre Mining Corporation, he served as Executive Vice President, Corporate Development, and Chief Financial Officer at Goldcorp Inc. | QUALIFICATIONS Mr. Ball has: (i) extensive experience in mining and international financial executive with broad knowledge of financial controls and systems; (ii) strategic acquisition/divestment expertise; and (iii) a strong background in strategic planning, investor relations, project assessment by leveraging his three decades of experience. Mr. Ball’s extensive financial leadership experience in global, publicly traded companies, knowledge of financial controls and systems and risk management make him a valuable member of our Board. | | | OTHER CURRENT PUBLIC COMPANY BOARDS ● Theis Gold Inc. | |

  13. MR. BALL’S QUALIFICATIONS AND ATTRIBUTES

    MR. BALL’S QUALIFICATIONS AND ATTRIBUTES

  14. MR. BALL’S QUALIFICATIONS AND ATTRIBUTES

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

  15. MR. BALL’S QUALIFICATIONS AND ATTRIBUTES

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

  16. MR. BALL’S QUALIFICATIONS AND ATTRIBUTES

    | Age 59 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 sustainability strategy. Mr. Dealy’s operating and managerial acumen, financial experience, expertise in mergers and acquisitions and knowledge of sustainability strategy make him a valuable member of our Board. |

  17. MR. DEALY’S QUALIFICATIONS AND ATTRIBUTES

    MR. DEALY’S QUALIFICATIONS AND ATTRIBUTES

  18. 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 |

  19. MR. DEALY’S QUALIFICATIONS AND ATTRIBUTES

    | GARETH T. JOYCE | CEO, WAHOO FITNESS |

  20. MR. DEALY’S QUALIFICATIONS AND ATTRIBUTES

    | Age 52 Independent Director since ● 2021 Committees ● Environmental, Health, Safety and Sustainability (Chair) ● Nominating/Corporate Governance ● Capital Allocation & Technical (Chair) | PROFESSIONAL BACKGROUND ● Chief Executive Officer of Wahoo Fitness, a fitness technology company since March 2024. ● 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. |

  21. MR. JOYCE’S QUALIFICATIONS AND ATTRIBUTES

    MR. JOYCE’S QUALIFICATIONS AND ATTRIBUTES

  22. 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 | | |

  23. MR. JOYCE’S QUALIFICATIONS AND ATTRIBUTES

    | DENISE MERLE | SENIOR VICE PRESIDENT, CAO, CHRO, WEYERHAEUSER COMPANY |

  24. MR. JOYCE’S QUALIFICATIONS AND ATTRIBUTES

    | Age 62 Independent Director since ● 2025 Committees ● Audit ● Compensation ● Nominating/ Corporate Governance | PROFESSIONAL BACKGROUND ● Senior Vice President and Chief Administration Officer of Weyerhaeuser Company a global Timber and Forest Products REIT since 2018. Global oversight of Human Resources, IT & Innovation, Cybersecurity, Government Affairs, EH&S, Sustainability and Communications. ● Previously was Senior Vice President of Investor Relations, IT and Chief Human Resources Officer for Weyerhaeuser from 2014 to 2018. ● Held multiple leadership roles of increasing responsibility in finance, corporate governance, strategy and HR including Chief of Internal Audit and Risk Management. | QUALIFICATIONS Ms. Merle has: (i) extensive experience in human resources, finance, internal audit, and strategic long-term planning; (ii) experience in information technology, cyber security, sustainability and safety, and communications, and (iii) a strong background in managing union negotiations and disputes. Ms. Merle’s extensive financial leadership experience, strong background in development and execution of a human resources strategy and knowledge of technologic systems and investor relations make her a valuable member of our Board. | | | OTHER CURRENT PUBLIC COMPANY BOARDS ● Mynd.ai, Inc. | |

  25. MS. MERLE’S QUALIFICATIONS AND ATTRIBUTES

    MS. MERLE’S QUALIFICATIONS AND ATTRIBUTES

  26. MS. MERLE’S QUALIFICATIONS AND ATTRIBUTES

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

  27. MS. MERLE’S QUALIFICATIONS AND ATTRIBUTES

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

  28. MS. MERLE’S QUALIFICATIONS AND ATTRIBUTES

    | Age 54 Independent Director since ● 2022 Committees ● Compensation ● Nominating/Corporate Governance (Chair) | PROFESSIONAL BACKGROUND ● Executive Vice President and Chief Human Resources Officer of Arconic Corporation, which specializes in lightweight metals engineering and manufacturing, since it separated from Arconic, Inc. in 2020. ● Previously was Vice President of Human Resources for Arconic, Inc.’s Global Rolled Products businesses from 2017 to 2020 and of its Transportation and Construction Systems businesses from 2016 to 2017. ● Held multiple leadership roles with a broad spectrum of progressive HR responsibilities at Arconic’s predecessor, Alcoa, from 2005 to 2016, including as Director, Global Human Resources, Building and Construction Systems from 2011 to 2016. ● Prior to joining Alcoa, Ms. Miller worked in several HR-related roles at Marconi (formally known as FORE systems) for more than seven years. | QUALIFICATIONS Ms. Miller has: (i) comprehensive management experience in large, publicly traded international companies; (ii) a strong background in human resources and talent development as well as compensation practices; (iii) experience in the development and execution of a human resources strategy; and (iv) substantial diversity and inclusion leadership skills. Ms. Miller’s extensive management experience and distinctive knowledge of compensation and corporate benefits make her a valuable member of our Board. | | | OTHER CURRENT PUBLIC COMPANY BOARDS ● Metallus Inc. | |

  29. MS. MILLER’S QUALIFICATIONS AND ATTRIBUTES

    MS. MILLER’S QUALIFICATIONS AND ATTRIBUTES

  30. MS. MILLER’S QUALIFICATIONS AND ATTRIBUTES

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

  31. MS. MILLER’S QUALIFICATIONS AND ATTRIBUTES

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

  32. MS. MILLER’S QUALIFICATIONS AND ATTRIBUTES

    | Age 64 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. ● Americold Realty Trust, 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. |

  33. MR. REECE’S QUALIFICATIONS AND ATTRIBUTES

    MR. REECE’S QUALIFICATIONS AND ATTRIBUTES

  34. MR. REECE’S QUALIFICATIONS AND ATTRIBUTES

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

  35. MR. REECE’S QUALIFICATIONS AND ATTRIBUTES

    | MARK ROBERTS | OPERATING ADVISOR, WHITE MOUNTAINS PARTNERS, INC. |

  36. MR. REECE’S QUALIFICATIONS AND ATTRIBUTES

    | Age 62 Independent Director since ● 2025 Committees ● Capital Allocation & Technical ● Environmental, Health, Safety and Sustainability ● Nominating/Corporate Governance | PROFESSIONAL BACKGROUND ● Operating Advisor of White Mountain Partners, Inc. since 2025. ● From 2022 to 2023, he was a Senior Advisor at McKinsey & Company, Inc. ● From 1992 to 2021, he served at K+S AG, a publicly traded German-based Global producer of salt, potash, and other agricultural minerals, where he held a number of senior level positions including Chief Operating Officer and Member of the Board of Executive Directors. ● He also served as the Chief Executive Officer of both International Salt Company and Morton Salt, Inc., both K+S Group companies. | QUALIFICATIONS Mr. Roberts has: (i) leadership experience in large and complex international businesses; (ii) extensive experience in the mining industry, specifically in salt and potash; (iii) a strong background in sales and marketing, strategy development and execution, acquisitions and divestitures, and capital investments; and (iv) a successful track record of driving safety and operational improvement initiatives. Mr. Robert’s extensive leadership experience in an international, publicly traded salt and potash business make him a valuable member of our Board. |

  37. MR. ROBERTS’S QUALIFICATIONS AND ATTRIBUTES

    MR. ROBERTS’S QUALIFICATIONS AND ATTRIBUTES

  38. MR. ROBERTS’S QUALIFICATIONS AND ATTRIBUTES

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

  39. MR. ROBERTS’S QUALIFICATIONS AND ATTRIBUTES

    | DAVID SAFRAN | PRESIDENT AND CEO, INNOVATIVE SURFACE SOLUTIONS LP |

  40. MR. ROBERTS’S QUALIFICATIONS AND ATTRIBUTES

    | Age 53 Director since ● 2025 Committees ● Environmental, Health, Safety and Sustainability ● Capital Allocation & Technical | PROFESSIONAL BACKGROUND ● President and Chief Executive Officer of Innovative Surface Solutions LP since 2023. ● Co-founder at Euclid Capital Ltd. since 2018. ● From 2009 to 2016, he served as Chief Executive Officer of Kissner Milling Co. Ltd. In his first year at Kissner, he completed three key acquisitions. ● Currently serves on the board of directors of Innovative Surface Solutions, a private company. | QUALIFICATIONS Mr. Safran has: (i) leadership and management experience in complex businesses; (ii) history of creating significant cost savings and increased profitability; and (iii) substantial experience in corporate finance, business strategy, and mergers and acquisitions. Mr. Safran’s industry knowledge and leadership and strategic experience make him a valuable member of our Board. |

  41. MR. SAFRAN’S QUALIFICATIONS AND ATTRIBUTES

    MR. SAFRAN’S QUALIFICATIONS AND ATTRIBUTES

  42. MR. SAFRAN’S QUALIFICATIONS AND ATTRIBUTES

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

  43. Board of Directors and Board Committees

    Board of Directors and Board Committees

  44. 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:

  45. Role of the Board of Directors

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

  46. Role of the Board of Directors

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

  47. Board Leadership

    Board Leadership

  48. Board Leadership

    | JOSEPH E. REECE | | | Age 64 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. |

  49. 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.

  50. Fiscal 2025 Non-Employee Director Compensation

    Fiscal 2025 Non-Employee Director Compensation

  51. FISCAL 2025 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

    FISCAL 2025 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

  52. FISCAL 2025 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

    | Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | Total ($) | | Richard P. Dealy | - | 237,539 | 237,539 | | Gareth T. Joyce | - | 230,033 | 230,033 | | Melissa M. Miller | - | 232,512 | 232,512 | | Joseph E. Reece | - | 402,535 | 402,535 | | Lori A. Walker | - | 240,037 | 240,037 |

  53. FISCAL 2025 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. For more information, see Note 13 of the Notes to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2025. The amounts include common stock, DSUs and RSUs as follows: (8,768 common stock and 11,905 RSUs for Mr. Dealy; 8,208 common stock and 11,905 RSUs for Mr. Joyce; 8,393 common stock and 11,905 RSUs for Ms. Miller; 35,565 DSUs for Mr. Reece; and 8,954 common stock and 11,905 RSUs for Ms. Walker). |

  54. Compensation Contents

    | Fiscal 2025 Grants of Plan-Based Awards | 55 | | Outstanding Equity Awards at Fiscal 2025 Year-End | 57 | | Options Exercises and Stock Vested During Fiscal 2025 | 59 | | Non-Qualified Deferred Compensation for Fiscal 2025 | 60 | | Termination of Employment and Change in Control Benefits | 60 | | Change in Control Agreements | 61 | | Executive Severance Plan | 62 | | Agreement with Ms. Hood, our former Chief Supply Chain Officer | 62 | | Other Fiscal 2025 Leadership Changes | 62 | | Bonus Payments and Equity Awards | 63 | | Fiscal 2025 Potential Payments Upon Change in Control and Other Events | 64 | | CEO Pay Ratio | 66 | | Pay Versus Performance | 66 | | Equity Compensation Plan Information | 70 |

  55. Annual Say on Pay Vote

    | STOCKHOLDER ENGAGEMENT | WHAT WE HEARD | HOW WE RESPONDED | | ● The Company regularly meets with stockholders to discuss a variety of topics, including executive compensation. ● Stockholder participation has generally been limited, but the stockholders have appreciated the option to have a conversation with the Compensation Committee Chair if they had any questions or concerns. | ● Expressed appreciation for the stockholder outreach and asked that we continue to reach out to them annually. ● Expressed that they would like to see the Board and management own more shares in the Company. ● Expressed a desire to have more salt/mining experience on the Board. ● Expressed an interest in having debt reduction in the MAIP. ● Expressed appreciation for anchoring PSU program to Free Cash Flow and Return on Capital Employed metrics ● Expressed desire to have a higher proportion of the LTI awards in PSUs and consider a relative TSR modifier with a minimum absolute TSR. | ● The Chairman of the Compensation Committee committed to continue to reach out to stockholders annually. ● For fiscal 2026, the MAIP was modified to include net debt to adjusted EBITDA,(1) cost control and safety metrics. ● For fiscal 2026, the PSU awards retained the same metrics (FCF and ROCE) with a peer group TSR modifier, with the Compensation Committee continuing to evaluate a minimum absolute TSR threshold and the split between PSUs and RSUs. |

  56. Linking Compensation to Performance

    | (i) | base salary as of September 30, 2025, | | (ii) | fiscal 2025 MAIP bonus at target, and | | (iii) | target grant value of fiscal 2025 equity awards (our long-term incentive compensation). |

  57. Linking Compensation to Performance

    | | 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 long-term performance | | | | ● 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 | |

  58. Fiscal 2025 Performance-Based Compensation

    | Management Annual Incentive Program (MAIP) | Why the Metric is Important | | 40% - Adjusted Operating Cash Flow (Adj. OCF) | Drives near-term discipline in managing working capital and earnings quality to ensure strong liquidity and operational performance | | 15% - Total Recordable Injury Rate (TRIR) | Reinforces a culture of safety and operational excellence by prioritizing employee well-being and risk reduction | | 15% - Strategic Goals | Provides flexibility to reward achievement of key annual priorities that support long-term value creation and competitive advantage, such as cost and organizational efficiency initiatives, capital allocation and balance sheet actions, and operational and safety improvements. | | 10% - Capital Expenditures (CapEx) | Promotes prudent allocation of capital toward projects that enhance efficiency and support sustainable business performance | | 10% - SG&A Costs | Encourages cost discipline and efficiency in overhead spending to protect margins and improve profitability | | 10% - Production Costs | Focuses management on controlling direct operating expenses, improving productivity, and enhancing near-term profitability | | Long-Term Incentive Compensation | Why the Metric is Important | | 50% - Free Cash Flow | Ensures executives are focused on disciplined capital allocation, margins and cash generation to improve financial flexibility and shareholder returns | | 50% - Return on Capital Employed (ROCE) | Encourages efficient use of capital by linking rewards to generating attractive returns relative to the Company’s asset base, reinforcing long-term value creation | | Modifier - Relative TSR | Aligns executives with shareholder interests by measuring the Company’s stock performance against peers, ensuring competitiveness and accountability in delivering returns |

  59. Our Incentive Compensation Payouts are Aligned with Performance Outcomes

    Our Incentive Compensation Payouts are Aligned with Performance Outcomes The table below provides details of the level of achievement of the fiscal 2025 Management Annual Incentive Program metrics reviewed and approved by the Compensation Committee on November 24, 2025.

  60. Our Incentive Compensation Payouts are Aligned with Performance Outcomes

    | | Performance Goals | | | | FY25 Results | | | | Metrics | Weight | Threshold (50%) | Target (100%) | Maximum (200%) | Actual | Funding | Weighted Funding | | Adj. OCF | 40% | $92.22 | $122.96 | $147.55 | $196.5 | 200.00% | 80.00% | | CapEx | 10% | $115.28 | $104.80 | $83.84 | $68.3 | 200.00% | 20.00% | | SG&A Costs | 10% | $118.69 | $107.90 | $86.32 | $100.6 | 133.70% | 13.37% | | Production Costs | 10% | $57.35 | $52.14 | $41.71 | $56.63 | 56.90% | 5.69% | | TRIR | 15% | 1.49 | 1.12 | 0.93 | 1.50 | 0.00% | 0.00% | | Strategic Goals | 15% | 75% | 100% | 120% | 75% | 50.00% | 7.50% | | Total | 100% | | | | | | 126.56% |

  61. Long-Term Performance Shares with Performance Period Ending in Fiscal 2025

    Long-Term Performance Shares with Performance Period Ending in Fiscal 2025 Our fiscal 2023 performance-based awards (granted on October 15, 2022) were based on relative total shareholder return and measured over a three-year performance period.

  62. Long-Term Performance Shares with Performance Period Ending in Fiscal 2025

    | Fiscal 2023 – 2025 Performance Shares | Payout (% of Target) | | Less Than 25th Percentile | 0% | | Threshold: 25th Percentile | 50% | | Target: 50th Percentile | 100% | | Stretch: 75th Percentile | 200% | | Maximum: Equal to or greater than 95th Percentile | 300% | | Actual Performance | (51.43%) | | Payout Earned | 0% |

  63. Fiscal 2025 Compensation Decisions

    | Ed Dowling | President and Chief Executive Officer | Element of Pay | Fiscal 2024 ($) | Fiscal 2025 ($) | % Change | | Mr. Dowling became our President and Chief Executive Officer in January 2024. Mr. Dowling had no compensation changes in fiscal 2025. | Base Salary | $1,000,000 | $1,000,000 | 0% | | | Target Bonus (% of Salary) | 130% | 130% | 0% | | | Target LTI Grant Value | $3,500,000 | $3,500,000 | 0% | | | Total Target Compensation | $5,800,000 | $5,800,000 | 0% | | Peter Fjellman | Chief Financial Officer | Element of Pay | Fiscal 2024 ($) | Fiscal 2025 ($) | % Change | | Mr. Fjellman became our Chief Financial Officer in January 2025. | Base Salary | n/a | $525,000 | n/a | | | Target Bonus (% of Salary) | n/a | 70% | n/a | | | Target LTI Grant Value | n/a | $892,500 | n/a | | | Total Target Compensation | n/a | $1,785,000 | n/a | | Patrick Merrin | Chief Operations Officer | Element of Pay | Fiscal 2024 ($) | Fiscal 2025 ($) | % Change | | Mr. Merrin became our Chief Operations Officer in March 2025. | Base Salary | n/a | $575,000 | n/a | | | Target Bonus (% of Salary) | n/a | 100% | n/a | | | Target LTI Grant Value | n/a | $1,150,000 | n/a | | | Total Target Compensation | n/a | $2,300,000 | n/a | | Ben Nichols | Chief Commercial Officer | Element of Pay | Fiscal 2024 ($) | Fiscal 2025 ($) | % Change | | Mr. Nichols became our Chief Commercial Officer in March 2025 and has been employed by the Company in roles of increasing responsibility since November 2004. Accompanying his change in role and responsibilities, Mr. Nichols received a 25% increase to his total target compensation for fiscal 2025. | Base Salary | $375,000 | $435,000 | 16% | | | Target Bonus (% of Salary) | 70% | 75% | 7% | | | Target LTI Grant Value | $468,750 | $625,095 | 33% | | | Total Target Compensation | $1,106,250 | $1,386,345 | 25% |

  64. Fiscal 2025 Compensation Decisions

    | Amy Tills | Chief Human Resources Officer | Element of Pay | Fiscal 2024 ($) | Fiscal 2025 ($) | % Change | | Ms. Tills became our Chief Human Resources Officer in September 2025. | Base Salary | n/a | $400,000 | n/a | | | Target Bonus (% of Salary) | n/a | 50% | n/a | | | Target LTI Grant Value | n/a | $320,000 | n/a | | | Total Target Compensation | n/a | $920,000 | n/a | | Jeffrey Cathey | Chief Financial Officer | Element of Pay | Fiscal 2024 ($) | Fiscal 2025 ($) | % Change | | Mr. Cathey served as Chief Financial Officer until January 27, 2025 | Base Salary | $400,000 | n/a | n/a | | | Target Bonus (% of Salary) | 70% | n/a | n/a | | | Target LTI Grant Value | $600,000 | n/a | n/a | | | Total Target Compensation | $1,280,000 | n/a | n/a | | Mary Frontczak | Chief Legal and Administrative Officer | Element of Pay | Fiscal 2024 ($) | Fiscal 2025 ($) | % Change | | Ms. Frontczak served as Chief Legal and Administrative Officer and Corporate Secretary until June 26, 2025 | Base Salary | $542,506 | n/a | n/a | | | Target Bonus (% of Salary) | 70% | n/a | n/a | | | Target LTI Grant Value | $1,247,764 | n/a | n/a | | | Total Target Compensation | $2,170,024 | n/a | n/a | | Jennifer Hood | Chief Supply Chain Officer | Element of Pay | Fiscal 2024 ($) | Fiscal 2025 ($) | % Change | | Ms. Hood served as Chief Supply Chain Officer until March 25, 2025 | Base Salary | $345,000 | n/a | n/a | | | Target Bonus (% of Salary) | 60% | n/a | n/a | | | Target LTI Grant Value | $241,500 | n/a | n/a | | | Total Target Compensation | $793,500 | n/a | n/a |

  65. Fiscal 2025 Management Annual Incentive Program (MAIP)

    Fiscal 2025 Management Annual Incentive Program (MAIP) As noted in the table above under “Our Incentive Compensation Payouts are Aligned with Performance Outcomes,” the Compensation Committee determined that the level of achievement for MAIP payouts for fiscal 2025 was 126.56 percent of target.

  66. Fiscal 2025 Management Annual Incentive Program (MAIP)

    | Executive | Target (% of salary) | Approved (% of Target) | Approved ($)(A) | | Ed Dowling | 130% | 126.56% | 1,645,280 | | Peter Fjellman | 70% | 126.56% | 312,196 | | Patrick Merrin | 100% | 126.56% | 420,682 | | Benjamin Nichols | 75% | 126.56% | 412,902 | | Amy Tills | 50% | 126.56% | 13,188 |

  67. Fiscal 2025 Management Annual Incentive Program (MAIP)

    | (A) For Mr. Fjellman, Mr. Merrin, and Ms. Tills, the amounts are prorated based on their start date in the fiscal year. Due to the timing of Mr. Cathey, Ms. Frontczak and Ms. Hood’s departures from the Company, none of them received a MAIP payout for fiscal 2025. |

  68. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant The Compensation Committee retained the services of an independent executive compensation consulting firm, FW Cook, to provide information and objective advice regarding director and executive compensation. No member of the Compensation Committee or NEO has any 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. 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 2025, management did not engage FW Cook independently from the Compensation Committee for assistance.

  69. Role of Market Data

    Role of Market Data Each year, the Compensation Committee, with support from its independent consultant, FW Cook, reviews and updates the peer group used to assess the competitiveness of our executive compensation program. Companies are selected based on objective business and financial criteria, including industry relevance, revenue, market capitalization, and pay model. In May 2024, the Compensation Committee approved the fiscal 2025 peer group shown in the first table below. In May 2025, the Committee approved updates to the peer group for fiscal 2026, as shown in the second table below. At the time of review, all companies were publicly traded, stand-alone, U.S.-based businesses traded on the NYSE or Nasdaq, with U.S.-based executives and compensation programs aligned with standard U.S. practices. Our revenue was positioned near the peer group median.

  70. Role of Market Data

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

  71. Role of Market Data

    | 2 Removed for FY2026 | | 4 Added for FY2026 | | | - | Arch Resources | + | AdvanSix | | - | U.S Silica Holdings | + | Mativ Holdings | | | | + | Rayonier Advanced Materials | | | | + | Tredegar |

  72. Role of Market Data

    | Fiscal 2026 Peer Group Companies | | | | | | | | | | ● | AdvanSix | NEW | ● | Koppers Holdings | | ● | Rayonier Advanced Materials | NEW | | ● | Alpha Metallurgical | | ● | LSB Industries | | ● | Sensient Technologies | | | ● | Balchem | | ● | Mativ Holdings | NEW | ● | SSR Mining | | | ● | Coeur Mining | | ● | Metallus | | ● | Tredegar | NEW | | ● | Ecovyst | | ● | Minerals Technologies | | ● | Tronox Holdings | | | ● | Hecla Mining | | ● | Peabody Energy | | ● | Warrior Met Coal | | | ● | Innospec | | ● | Ramaco Resources | | | | |

  73. Fiscal 2026 Compensation Decisions

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

  74. Fiscal 2026 Compensation Decisions

    | Compensation Element | Changes to fiscal 2026 Executive Compensation Program | | 1 Base Salaries (effective December 1, 2025) | Our NEOs received base salary increases, effective December 1, 2025, as follows: Mr. Merrin: 3.0%; Mr. Fjellman: 3.5%; Mr. Nichols: 5.0%. | | 2 Management Annual Incentive Program (MAIP) | The fiscal 2026 MAIP was revised to increase management’s focus on those factors critical to continued progress on our strategic objectives and to simplify the plan. The fiscal 2026 program contains just three Performance Factors: Net Debt to Adjusted EBITDA (50%)(1), Landed Cost (40%), and Safety Observations (10%). | | 3 Long-Term Incentive Compensation | The design of the long-term incentive compensation plan did not change for fiscal 2026. The Performance Factors remain Free Cash Flow (50%) and Return on Capital Employed (50%) with a relative TSR modifier. Fiscal 2026 awards were granted effective November 24, 2025. |

  75. Fiscal 2026 Long-Term Incentive Compensation

    Fiscal 2026 Long-Term Incentive Compensation The Compensation Committee regularly evaluates our compensation programs to ensure they drive the behaviors necessary to accomplish our strategic objectives and appropriately reward executives for those accomplishments. The long-term incentive plan design was revised for fiscal 2025 and the same design remains in place for fiscal 2026. The Committee believes the design changes made in fiscal 2025 provide better focus, are an integral part of our overall compensation structure that rewards NEOs performance and helps establish the stability necessary for long-term success and the creation of stockholder value. Annual equity awards were approved by the Committee and granted to NEOs effective November 24, 2025, and continued to be comprised of 50% RSUs and 50% PSUs.

  76. Savings Plan

    Savings Plan Each of our NEOs, along with other U.S.-based employees, participates in the Compass Minerals International, Inc. Savings Plan (the “Savings Plan”) and are eligible for the Company contribution under the Plan. The Savings Plan contains a Company matching contribution for all participants, including NEOs. Under the Plan, eligible participants receive a dollar-for-dollar Company matching contribution up to 6% of qualified cash compensation (comprised of base salary and MAIP bonus payments paid during the year) they contribute to the plan. NEOs may contribute up to 75% of their qualified cash compensation into the Plan, subject to IRS annual limits on contributions. Effective January 1, 2026, the Company changed two provisions of the Savings Plan, each of which affects our NEOs. The first change was to the Company matching contribution. Beginning January 1, 2026, the Company matching contribution became dollar-for-dollar on the first 3% of qualified cash compensation contributed to the Plan plus $0.50 on the dollar for contributions between 4% and 6%. The second change effective January 1, 2026, was the immediate vesting of all Company matching contributions. Previous to January 1, 2026, the Plan contained a 2-year cliff vesting schedule.

  77. Severance Benefits

    Severance Benefits In the event of certain terminations of employment, our named executive officers are entitled to receive the severance benefits set forth under our Executive Severance Plan or their change in control severance agreements (“CIC agreements”), or in the case of Mr. Dowling, his employment agreement the “CEO Employment Agreement”. The Executive Severance Plan and CEO Employment Agreement provides for severance benefits in the event of good reason termination or termination without cause and our CIC agreements provide for severance benefits in the event of certain qualifying terminations related to or following a change in control. More information concerning the material terms of the agreements and the amounts payable in the event of a severance or change-in-control event are described under the heading “Potential Payments upon Termination or Change-in-Control.”

  78. CEO Employment Agreement

    CEO Employment Agreement On January 16, 2024, we entered into an employment agreement with Mr. Dowling, our CEO, effective January 18, 2024. Mr. Dowling’s employment agreement addresses, among other things:

  79. CEO Employment Agreement

    | ● | base compensation of $1,000,000, | | ● | cash bonus award target of at least 130% of his base salary, | | ● | long-term incentives consistent with those extended generally to other executives, and | | ● | post-termination payments pursuant to the Company’s Executive Severance Plan. |

  80. CEO Employment Agreement

    Compensation Committee Report

  81. Fiscal 2025 Summary Compensation Table

    Fiscal 2025 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 2025, fiscal 2024, and fiscal 2023. For a complete understanding of the table, please read the narrative description that follows the table.

  82. Fiscal 2025 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) ($) | Total ($) | | Edward Dowling Jr.(1) President and Chief Executive Officer | 2025 | 1,000,000 | - | 3,500,019 | 1,645,280 | 198,276 | 6,343,575 | | | 2024 | 705,128 | 350,000 | 3,535,579 | 888,158 | 366,779 | 5,845,644 | | Peter Fjellman(2) Chief Financial Officer | 2025 | 358,077 | 100,000 | 599,088 | 312,196 | 20,777 | 1,390,138 | | Patrick Merrin(3) Chief Operations Officer | 2025 | 335,417 | - | 964,806 | 420,682 | 19,366 | 1,740,271 | | Benjamin Nichols(4) Chief Sales Officer | 2025 | 405,000 | - | 655,969 | 412,902 | 24,471 | 1,498,342 | | | 2024 | 337,614 | - | 70,002 | 142,511 | 38,323 | 588,450 | | Amy Tills(5) Chief Human Resources Officer | 2025 | 21,282 | 130,000 | 270,008 | 13,188 | 100 | 434,578 | | Jeffrey Cathey(6) Former Chief Financial Officer | 2025 | 128,974 | - | 600,011 | - | 61,213 | 790,198 | | | 2024 | 292,981 | - | 475,062 | 214,451 | 16,610 | 999,104 | | Mary Frontczak(7) Former Chief Legal and Administrative Officer and Corporate Secretary | 2025 | 406,879 | - | 1,247,772 | - | 51,431 | 1,706,082 | | | 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 | | Jennifer Hood(8) Former Chief Supply Chain Officer | 2025 | 172,500 | - | 241,509 | - | 734,785 | 1,148,794 | | | 2024 | 341,244 | - | 78,510 | 142,511 | 29,428 | 591,693 |

  83. Fiscal 2025 Summary Compensation Table

    | (1) Mr. Dowling joined us as Chief Executive Officer in January 2024. As a result, we have only provided information for fiscal 2024 and fiscal 2025. | | (2) Mr. Fjellman joined us as Chief Financial Officer in January 2025. As a result, we have only provided information for fiscal 2025. | | (3) Mr. Merrin joined us as Chief Operations Officer in March 2025. As a result, we have only provided information for fiscal 2025. | | (4) Mr. Nichols was promoted to Chief Sales Officer in January 2024 and to Chief Commercial Officer in March 2025. As such, we have only provided information for fiscal 2024 and fiscal 2025 | | (5) Ms. Tills joined us as Chief Human Resources Officer in September 2025. As a result, we have only provided information for fiscal 2025. | | (6) Mr. Cathey ceased serving as Chief Financial Officer on January 27, 2025, and served as an Independent Contractor from January 28, 2025 through April 25, 2025. | | (7) Ms. Frontczak departed the Company on June 26, 2025 after serving as Chief Legal and Administrative Officer and Corporate Secretary. | | (8) Ms. Hood departed the Company on March 25, 2025 after serving as Chief Supply Chain Officer. See “Termination of Employment and Change-in-Control Benefits - Agreement with Ms. Hood” for more information about her 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. Dowling, Jr. of $350,000 as part of his hiring package when he joined us in January 2024, a cash sign-on bonus paid to Mr. Fjellman of $100,000 as part of his hiring package when he joined us in January 2025, a cash sign-on bonus paid to Ms. Tills of $130,000 as part of her hiring package when she joined us in September 2025. | | (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 2025 is calculated based on the closing price of our common stock on the grant date. The PSUs granted in fiscal 2025 are subject to a market conditions 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 will adjust the expense of the 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, 2025. |

  84. Fiscal 2025 Summary Compensation Table

    | ● | The above table reflects the grant date fair value of RSUs granted in fiscal 2025 and the grant date fair value of PSUs granted in fiscal 2025 assuming that the target level of performance will be achieved. The grant date fair values of PSUs granted in fiscal 2025, assuming that the maximum level of performance will be achieved, are: $4,200,011 for Mr. Dowling Jr.; $718,908 for Mr. Fjellman; $1,157,763 for Mr. Merrin; $667,157 for Mr. Nichols; $720,019 for Mr. Cathey; $1,497,325 for Ms. Frontczak; and $289,805 for Ms. Hood. | | ● | 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 2025 are included in the Option Exercises and Stock Vesting During Fiscal 2025 table. Additional information on all outstanding RSUs and PSUs is reflected in the Outstanding Equity Awards at Fiscal 2025 Year-End table. |

  85. Fiscal 2025 Summary Compensation 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 2025, “All Other Compensation” included the following: |

  86. Fiscal 2025 Summary Compensation Table

    | Name | Savings Plan Company Matching Contribution(1) ($) | Insurance Premiums(2) ($) | Other(3) ($) | Total ($) | | E. Dowling Jr. | 21,000 | 3,231 | 174,045 | 198,276 | | P. Fjellman | 18,506 | 1,588 | 683 | 20,777 | | P. Merrin | 16,215 | 1,563 | 1,588 | 19,366 | | B. Nichols | 23,385 | 930 | 156 | 24,471 | | A. Tills | - | 100 | - | 100 | | J. Cathey | 6,771 | 600 | 53,842 | 61,213 | | M. Frontczak | 16,275 | 815 | 34,341 | 51,431 | | J. Hood | 9,488 | 859 | 724,438 | 734,785 |

  87. Fiscal 2025 Summary Compensation Table

    | (1) Amounts include an estimate of the Savings 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 2025, but is not paid until fiscal 2026. | | (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 Ms. Hood $580,871 plus accelerated vesting of RSUs from various grant date as contemplated by the Executive Severance Plan $136,933; (ii) identity-theft monitoring services for Mr. Nichols, and Ms. Frontczak, (iii) executive physical for Mr. Dowling and Ms. Frontczak, (iv) relocation expenses for Mr. Dowling of $169,045, Mr. Fjellman of $683, and Mr. Merrin of $1,588, (v) vacation payout for Mr. Cathey $2,692, Ms. Frontczak $29,211, and Ms. Hood $6,634, (vi) independent contractor payment for Mr. Cathey $51,150. |

  88. Fiscal 2025 Grants of Plan-Based Awards

    Fiscal 2025 Grants of Plan-Based Awards The following table provides information about MAIP awards and equity awards granted to each NEO during fiscal 2025. For a complete understanding of the table, please read the narrative description that follows the table.

  89. Fiscal 2025 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 (#) | | | E. Dowling | | | 650,000 | 1,300,000 | 2,600,000 | | | | | | RSUs | 10/15/24 | 10/14/24 | | | | | 136,400 | | 1,750,012 | | PSUs | 11/19/24 | 11/18/24 | | | | 62,013 | 124,026 | 297,662 | 1,750,007 | | P. Fjellman | | | 183,750 | 367,500 | 735,000 | | | | | | RSUs | 1/28/25 | 1/28/25 | | | | | 24,962 | | 299,544 | | PSUs | 1/28/25 | 1/28/25 | | | | 12,481 | 24,962 | 59,909 | 299,544 | | P. Merrin | | | 287,500 | 575,000 | 1,150,000 | | | | | | RSUs | 3/3/25 | 3/3/25 | | | | | 33,141 | | 332,404 | | PSUs | 3/3/25 | 3/3/25 | | | | 16,571 | 33,141 | 79,538 | 332,404 | | RSUs | 3/3/25 | 3/3/25 | | | | | 14,955 | | 149,999 | | PSUs | 3/3/25 | 3/3/25 | | | | 7,478 | 14,955 | 35,892 | 149,999 | | B. Nichols | | | 163,125 | 326,250 | 652,500 | | | | | | RSUs | 10/15/24 | 10/14/24 | | | | | 18,268 | | 234,378 | | PSUs | 11/19/24 | 11/18/24 | | | | 8,306 | 16,611 | 39,866 | 234,381 | | RSUs | 5/13/25 | 5/13/25 | | | | | 2,210 | | 43,603 | | PSUs | 5/13/25 | 5/13/25 | | | | 1,105 | 2,210 | 5,304 | 43,603 | | RSUs | 6/24/25 | 6/24/25 | | | | | 5,084 | | 100,002 | | A. Tills | | | 100,000 | 200,000 | 400,000 | | | | | | RSUs | 9/11/25 | 9/11/25 | | | | | 14,595 | | 270,008 | | J. Cathey | | | - | - | - | | | | | | RSUs | 10/15/24 | 10/14/24 | | | | | 23,383 | | 300,004 | | PSUs | 11/19/24 | 11/18/24 | | | | 10,631 | 21,262 | 51,029 | 300,007 |

  90. Fiscal 2025 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 (#) | | | M. Frontczak | | | - | - | - | | | | | | RSUs | 10/15/24 | 10/14/24 | | | | | 48,627 | | 623,884 | | PSUs | 11/19/24 | 11/18/24 | | | | 22,108 | 44,216 | 106,118 | 623,888 | | J. Hood | | | - | - | - | | | | | | RSUs | 10/15/24 | 10/14/24 | | | | | 9,412 | | 120,756 | | PSUs | 11/19/24 | 11/18/24 | | | | 4,279 | 8,558 | 20,539 | 120,753 |

  91. Fiscal 2025 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 2025 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 2025. RSUs do not have a threshold or maximum and, as a result, are presented only at target. | | (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 2025 Summary Compensation Table. |

  92. Outstanding Equity Awards at Fiscal 2025 Year-End

    Outstanding Equity Awards at Fiscal 2025 Year-End The following table summarizes the outstanding equity awards held by each NEO as of September 30, 2025. For a complete understanding of the table, please read the narrative description that follows the table.

  93. Outstanding Equity Awards at Fiscal 2025 Year-End

    | | | Equity Incentive Plan Awards | | | | | | | RSUs | | PSUs | | | Name | Grant 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) ($) | Number of Unearned Shares, Units or Other Rights that Have Not Vested (#) | Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($) | | E. Dowling Jr | 11/19/2024 | | | 124,026(7) | 2,381,299 | | | 10/15/2024 | 136,400(10) | 2,618,880 | | | | | 1/18/2024 | 44,700(11) | 858,240 | | | | | 1/18/2024 | | | 100,575(12) | 1,931,040 | | P. Fjellman | 1/28/2025 | 24,962(9) | 479,270 | | | | | 1/28/2025 | | | 24,962(7) | 479,270 | | P. Merrin | 3/3/2025 | 33,141(5) | 636,307 | | | | | 3/3/2025 | 14,955(6) | 287,136 | | | | | 3/3/2025 | | | 33,141(7) | 636,307 | | | 3/3/2025 | | | 14,955(8) | 287,136 | | B. Nichols | 6/24/2025 | 5,084(2) | 97,613 | | | | | 5/13/2025 | 2,210(3) | 42,432 | | | | | 5/13/2025 | | | 2,210(4) | 42,432 | | | 11/19/2024 | | | 16,611(7) | 318,931 | | | 10/15/2024 | 18,268(10) | 350,746 | | | | | 10/15/2023 | 1,711(13) | 32,851 | | | | | 5/18/2023 | 685(14) | 13,152 | | | | A. Tills | 9/11/2025 | 14,595(1) | 280,224 | | |

  94. Outstanding Equity Awards at Fiscal 2025 Year-End

    | (1) Reflects RSU that vest 50% on September 11, 2026 and 2027. | | (2) Reflects RSU that vest 50% on June 24, 2026 and 2027. | | (3) Reflects RSUs that vest 33.33% on May 13, 2026, 2027 and 2028. | | (4) Reflects PSUs that vest on May 13, 2028, 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 240% of the target award level. | | (5) Reflects RSUs that vest 33.33% on March 3, 2026, 2027 and 2028. | | (6) Reflects RSU that vest 50% on March 3, 2026 and 2027. | | (7) Reflects PSUs that vest on September 30, 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 240% of the target award level. | | (8) Reflects PSUs that vest on March 3, 2028, 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 240% of the target award level. | | (9) Reflects RSUs that vest 33.33% on January 28, 2026, 2027 and 2028. | | (10) Reflects RSU that vest 33.33% on October 15, 2025, 2026 and 2027. | | (11) Reflects RSU that vest 50% on January 18, 2026 and 2027. | | (12) Reflects PSUs that vest on September 30, 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. | | (13) Reflects RSUs that vest 100% on October 15, 2026. | | (14) Reflects RSUs that vest 100% on May 18, 2026. | | (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 $19.20, the closing price of our common stock on September 30, 2025. |

  95. Options Exercises and Stock Vested During Fiscal 2025

    Options Exercises and Stock Vested During Fiscal 2025 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 2025 and RSUs and PSUs that vested during fiscal 2025. For a complete understanding of the table, please read the narrative description that follows the table.

  96. Options Exercises and Stock Vested During Fiscal 2025

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting (A) ($) | | E. Dowling Jr.(1) | 22,350 | 317,594 | | P. Fjellman | - | - | | P. Merrin | - | - | | B. Nichols(2) | 2,175 | 32,249 | | A. Tills | - | - | | J. Cathey(3) | 3,152 | 37,887 | | M. Frontczak(4) | 11,699 | 150,098 | | J. Hood(5) | 17,009 | 175,680 |

  97. Options Exercises and Stock Vested During Fiscal 2025

    | (1) For Mr. Dowling, Jr., amount represents 22,350 RSUs that were granted on January 18, 2024 and vested January 18, 2025. | | (2) For Mr. Nichols, amount represents 170 RSUs that were granted on October 15, 2021 and vested October 15, 2024; 465 RSUs that were granted on October 15, 2022 and vested October 15, 2024; 684 RSUs that were granted May 18, 2023 and vested May 18, 2025; 856 RSUs that were granted on October 15, 2023 and vested October 15, 2024. | | (3) For Mr. Cathey, amount represents 3,152 RSUs that were granted on December 18, 2023 and vested on December 18, 2024. | | (4) Ms. Frontczak, amount represents 1,160 RSUs that were granted on October 15, 2021 and vested October 15, 2024; 3,206 RSUs that were granted on October 15, 2022 and vested on October 15, 2024; 7,333 RSUs that were granted on October 15, 2023 and vested on October 15, 2024. | | (5) For Ms. Hood, amount represents 170 RSUs that were granted on October 15, 2021 and vested October 15, 2024; 465 RSUs that were granted on October 15, 2022 and vested on October 15, 2024; 856 RSUs that were granted on October 15, 2023 and vested October 15, 2024; 685 RSUs that were granted on May 18, 2023 and vested May 18, 2024; 1,679 RSUs granted on August 30, 2023 and vested August 30, 2024. In addition, on March 25, 2025, Ms. Hood received 13,154 RSUs from various grant dates as contemplated by the Executive Severance Plan. | | (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. |

  98. Non-Qualified Deferred Compensation for Fiscal 2025

    Non-Qualified Deferred Compensation for Fiscal 2025 The following table summarizes each NEO’s compensation under the Restoration Plan for fiscal 2025. For a complete understanding of the table, please read the narrative description that follows the table.

  99. Non-Qualified Deferred Compensation for Fiscal 2025

    | Name | Executive Contributions in Fiscal 2025 (A) ($) | Registrant Contributions for Fiscal 2025 (B) ($) | Aggregate Earnings (Losses) in Fiscal 2025 (C) ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at End of Fiscal 2025 (D) ($) | | E. Dowling Jr. | - | 9,800 | 337 | - | 10,137 | | P. Fjellman | 19,688 | 19,688 | 3,035 | - | 42,410 | | P. Merrin | 17,250 | 17,250 | 2,291 | - | 36,791 | | B. Nichols | 11,558 | 23,318 | 10,364 | - | 95,068 | | A. Tills | - | - | - | - | - | | J. Cathey | - | 2,300 | (50) | (2,250) | - | | M. Frontczak | - | 9,800 | 14,377 | - | 245,952 | | J. Hood | - | - | 1,037 | - | 8,026 |

  100. Non-Qualified Deferred Compensation for Fiscal 2025

    | (A) Executive Contributions in Fiscal 2025. The amounts in the Executive Contributions in Fiscal 2025 column are the amounts that the NEO elected to defer under the Restoration Plan. Each of our NEOs has the option to participate in the Restoration Plan, which is a non-qualified deferred compensation plan. The Restoration Plan allows eligible U.S.-based employees to voluntarily defer up to 50% of their base salary and 100% of their annual cash bonus. Participants may elect to receive deferred amounts on termination of employment. Distributions may be scheduled as a lump sum payment or as annual installments over a period of up to 10 years. Any amounts credited to the Restoration Plan on behalf of a participant are adjusted for investment gains and losses in the same manner as our Savings Plan (except that our common stock is not offered as an investment option under the Restoration Plan). The Restoration Plan assets are held in a “rabbi trust,” and, as a result, are subject to the claims of our general creditors. | | (B) Registrant Contributions for Fiscal 2025. The amounts in the Registrant Contributions for Fiscal 2025 column represent estimate of the Savings Plan Company matching contribution for the portion made by us and earned by the NEO with respect to fiscal 2024 (which were paid in fiscal 2025) and fiscal 2025 (which will be paid in fiscal 2026). These amounts are included in the Fiscal 2025 Summary Compensation Table. If a participant has reached the IRS maximum contribution limit for the Savings Plan, we make Company contributions to the Restoration Plan, instead of the Savings Plan. See “Compensation Discussion and Analysis—Executive Compensation Decisions for Fiscal 2026 -- Retirement and Other Benefits – Savings Plan / Restoration Plan” for more information. | | (C) Aggregate Earnings (Losses) in Fiscal 2025. The amounts in the Aggregate Earnings (Losses) in Fiscal 2025 column represent deemed investment earnings or losses from voluntary contributions and Company contributions to the Restoration Plan. We do not guarantee any returns on contributions to the Restoration Plan. The amounts do not represent “above market” earnings (as defined by the SEC) and therefore are not included in the Fiscal 2025 Summary Compensation Table. | | (D) Aggregate Balance at End of Fiscal 2025. The amounts in the Aggregate Balance at End of Fiscal 2025 column include the following amounts that were previously reported in Summary Compensation Tables. The amounts in the Aggregate Balance at End of Fiscal 2024 column do not include the estimated Savings Plan Company matching contributions which are expected to be paid in fiscal 2025 and are included in the Registrant Contributions for Fiscal 2025 column. |

  101. Fiscal 2025 Potential Payments Upon Change in Control and Other Events

    Fiscal 2025 Potential Payments Upon Change in Control and Other Events The following table outlines the value of the potential payments, upon certain qualifying terminations, that would have been paid to each NEO if the NEO’s employment was terminated on September 30, 2025.

  102. Fiscal 2025 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. | ● | Termination Without Cause or for Good Reason (Change in Control)(1) | 2,500,000 | 5,155,653 | 7,789,459 | 66,211 | 15,511,323 | | | ● | Death | - | - | 7,789,459 | - | 7,789,459 | | | ● | Disability | - | - | 7,789,459 | - | 7,789,459 | | | ● | Termination Without Cause or for Good Reason (Non Change in Control) | 1,000,000 | 1,300,000 | 7,789,459 | 49,658 | 10,139,117 | | P. Fjellman | ● | Termination Without Cause or for Good Reason (Change in Control)(1) | 1,050,000 | 1,099,526 | 958,541 | 38,445 | 3,146,512 | | | ● | Death | - | - | 958,541 | - | 958,541 | | | ● | Disability | - | - | 958,541 | - | 958,541 | | | ● | Termination Without Cause or for Good Reason (Non Change in Control) | 525,000 | 445,994 | 479,270 | 28,834 | 1,479,098 | | P. Merrin | ● | Termination Without Cause or for Good Reason (Change in Control)(1) | 1,150,000 | 1,675,096 | 1,846,886 | - | 4,671,982 | | | ● | Death | - | - | 1,846,886 | - | 1,846,886 | | | ● | Disability | - | - | 1,846,886 | - | 1,846,886 | | | ● | Termination Without Cause or for Good Reason (Non Change in Control) | 575,000 | 575,000 | 923,443 | - | 2,073,443 | | B. Nichols | ● | Termination Without Cause or for Good Reason (Change in Control)(1) | 870,000 | 1,065,402 | 947,194 | 60,979 | 2,943,575 | | | ● | Death | - | - | 947,194 | - | 947,194 | | | ● | Disability | - | - | 947,194 | - | 947,194 | | | ● | Termination Without Cause or for Good Reason (Non Change in Control) | 435,000 | 326,250 | 545,702 | 45,734 | 1,352,686 | | A. Tills | ● | Termination Without Cause or for Good Reason (Change in Control)(1) | 800,000 | 446,440 | 280,224 | 61,675 | 1,588,339 | | | ● | Death | - | - | 280,224 | - | 280,224 | | | ● | Disability | - | - | 280,224 | - | 280,224 | | | ● | Termination Without Cause or for Good Reason (Non Change in Control) | 400,000 | 200,000 | 280,224 | 46,256 | 926,480 |

  103. Fiscal 2025 Potential Payments Upon Change in Control and Other Events

    | (1) Change in Control severance benefits are double trigger. |

  104. Fiscal 2025 Potential Payments Upon Change in Control and Other Events

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

  105. Fiscal 2025 Potential Payments Upon Change in Control and Other Events

    | Name | Type of Termination | | RSUs(a) ($) | PSUs(a) ($) | Total ($) | | E. Dowling, Jr. | ● | Change in Control | 3,477,120 | 4,312,339 | 7,789,459 | | | ● | Death | 3,477,120 | - | 3,477,120 | | | ● | Disability | 3,477,120 | - | 3,477,120 | | | ● | Without Cause, Non- Renewal of Employment Agreement or Good Reason | 3,477,120 | - | 3,477,140 | | P. Fjellman | ● | Change in Control | 479,270 | 479,270 | 958,540 | | | ● | Death | 479,270 | 479,270 | 958,540 | | | ● | Disability | 479,270 | 479,270 | 958,540 | | | ● | Without Cause or for Good Reason | 479,270 | - | 479,270 | | P. Merrin | ● | Change in Control | 923,443 | 923,443 | 1,846,886 | | | ● | Death | 923,443 | 923,443 | 1,846,886 | | | ● | Disability | 923,443 | 923,443 | 1,846,886 | | | ● | Without Cause or for Good Reason | 923,443 | - | 923,443 | | B. Nichols | ● | Change in Control | 545,702 | 401,491 | 947,193 | | | ● | Death | 545,702 | 401,491 | 947,193 | | | ● | Disability | 545,702 | 401,491 | 947,193 | | | ● | Without Cause or for Good Reason | 545,702 | - | 545,702 | | A. Tills | ● | Change in Control | 280,224 | - | 280,224 | | | ● | Death | 280,224 | - | 280,224 | | | ● | Disability | 280,224 | - | 280,224 | | | ● | Without Cause or for Good Reason | 280,224 | - | 280,224 |

  106. Fiscal 2025 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. |

  107. Fiscal 2025 Potential Payments Upon Change in Control and Other Events

    CEO Pay Ratio

  108. 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. We have determined our median employee by considering all employees (other than our CEO) using their fiscal 2025 base salary and fiscal 2025 annual incentive bonuses (paid in December 2025) as our consistently applied compensation measure. As of September 30, 2025, we had 1,849 employees who were employed on a full-time, part-time or seasonal basis of which:

  109. CEO Pay Ratio

    | ● | 906 were located in the U.S., | | ● | 761 were located in Canada, | | ● | 182 were located in the U.K. |

  110. CEO Pay Ratio

    Based on this information, we selected September 30, 2025, as our identification date and 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 2025 total compensation, calculated using the same methodology as the Fiscal 2025 Summary Compensation Table, was $93,154, and our CEO’s fiscal 2025 total compensation, as presented in the Fiscal 2025 Summary Compensation table, was $6,343,575. Based on this information, our fiscal 2025 CEO pay ratio was estimated to be 68 to 1.

  111. 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 53 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.

  112. Pay Versus Performance

    | | Summary Compensation Table Total for PEO ($) (b) | | Compensation Actually Paid to PEO ($) (c) | | Average Summary Compensation Table Total for Non-CEO NEOs ($) (d) | Average Compensation Actually Paid to Non-CEO NEOs ($) (e) | Value of Initial Fixed $100 Investment Based on: | | | | | Fiscal Year (a) | | | | | | | Compass Minerals TSR ($) (f) | Peer Group TSR ($) (g) | Net Income ($ Millions) (h) | Adjusted EBITDA(1) ($ Millions) (i) | | | Dowling | Crutchfield | Dowling | Crutchfield | | | | | | | | 2025 | 6,343,575 | - | 8,837,759 | - | 1,224,496 | 1,002,928 | 34 | 186 | (79.8) | 198.8 | | 2024 | 5,845,645 | 10,423,984 | 5,363,532 | 1,540,890 | 1,792,079 | 657,407 | 21 | 135 | (206) | 206.0 | | 2023 | - | 9,173,738 | - | 2,909,970 | 2,670,324 | 1,314,008 | 48 | 131 | 16 | 198.2 | | 2022 | - | 10,613,024 | - | 4,897,914 | 2,777,012 | 1,251,000 | 65 | 114 | (25) | 193.1 | | 2021 | - | 5,797,560 | - | 3,880,277 | 1,733,811 | 1,089,954 | 108 | 125 | (213) | 204.1 |

  113. Pay Versus Performance

    | (1) For the definition of EBITDA, please refer to page 10. |

  114. Pay Versus Performance

    Column (b): Reflects compensation amounts reported in the “Summary Compensation Table” for the CEO for the respective years shown. Column (c): “Compensation Actually Paid to the PEO” in each of fiscal years 2025, 2024, 2023, 2022, and 2021 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.

  115. Pay Versus Performance

    | Fiscal Year | 2021 | 2022 | 2023 | 2024 | | 2025 | | CEO | Crutchfield | Crutchfield | Crutchfield | Dowling | Crutchfield | Dowling | | SCT Total Compensation ($) | 5,797,560 | 10,613,024 | 9,173,738 | 5,845,645 | 10,423,984 | 6,343,575 | | Less: Stock and Option Award Values Reported in SCT for the Covered Year ($) | 3,477,562 | 7,881,343 | 5,997,970 | 3,535,579 | 3,934,025 | 3,500,019 | | Plus: Fair Value for Stock and Option Awards Granted in the Covered Year ($) | 1,466,383 | 6,017,107 | 2,856,593 | 3,053,466 | 0 | 5,320,412 | | Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($) | (495,027) | (2,724,785) | (3,325,077) | 0 | 0 | 645,845 | | Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($) | 588,923 | (1,126,088) | 202,685 | 0 | (66,604) | 48,947 | | Less: Fair Value of Stock and Option Awards Forfeited during the Covered Year ($) | - | - | - | 0 | (4,882,466) | 0 | | Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans ($) | - | - | - | 0 | 0 | 21,000 | | Plus: Aggregate Service Cost and Prior Service Cost for Pension Plans ($) | - | - | - | 0 | 0 | 0 | | Compensation Actually Paid ($) | 3,880,277 | 4,897,914 | 2,909,970 | 5,363,532 | 1,540,890 | 8,837,759 |

  116. 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 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 Fiscal Year 2025: Peter Fjellman, Patrick Merrin, Benjamin Nichols, Amy Tills, Jeffrey Cathey, Mary Frontczak, and Jennifer Hood Column (e): “Average Compensation Actually Paid to Non-PEO NEOs” in each of fiscal years 2025, 2024, 2023, 2022, and 2021 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.

  117. Pay Versus Performance

    | Fiscal Year | 2021 | 2022 | 2023 | 2024 | 2025 | | 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 ($) | 1,733,811 | 2,777,012 | 2,670,324 | 1,792,079 | 1,224,496 | | Less: Stock and Option Award Values Reported in SCT for the Covered Year ($) | 972,178 | 1,272,670 | 1,561,016 | 860,161 | 654,166 | | Plus: Fair Value for Stock and Option Awards Granted in the Covered Year ($) | 405,201 | 547,929 | 609,311 | 170,509 | 596,436 | | Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($) | (34,082) | (303,692) | (459,642) | (105,065) | 2,853 | | Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($) | (42,798) | (87,736) | 55,031 | (14,085) | 2,030 | | Less: Fair Value of Stock and Option Awards Forfeited during the Covered Year ($) | - | (409,843) | - | (325,870) | (155,772) | | Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans ($) | - | - | - | 0 | 12,949 | | Plus: Aggregate Service Cost and Prior Service Cost for Pension Plans ($) | - | - | - | 0 | 0 | | Compensation Actually Paid ($) | 1,089,954 | 1,251,000 | 1,314,008 | 657,407 | 1,002,928 |

  118. Pay Versus Performance

    Equity Valuations: Stock option grant date fair values are calculated based on the Black-Scholes option pricing model as of date of grant. Adjustments have been made using stock option fair values as of each measurement date using the stock price as of the measurement date and updated assumptions (i.e., term, volatility, dividend yield, risk free rates) as of the measurement date. Performance share unit grant date fair values are calculated using the stock price as of date of grant assuming target performance. Adjustments have been made using the stock price and performance modifier as of year-end and as of the date of vest. Time-vested restricted share unit grant date fair values are calculated using the stock price as of date of grant. Adjustments have been made using the stock price as of year-end and as of each date of vest. Column (f): For the relevant fiscal year, represents the cumulative total shareholder return (TSR) of Compass Minerals for the measurement periods beginning on September 30 of each of 2025, 2024, 2023, 2022 and 2021. 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 2025, 2024, 2023, 2022 and 2021. The peer group used for this purpose in 2025 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 2024 and 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. 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, 2025, 2024, 2023, 2022, and 2021. Column (i): Adjusted EBITDA(1), our Company-Selected Measure, is calculated as described on page 10 of the “Compensation Discussion and Analysis.”

  119. Pay Versus Performance

    | (1) For the definition of EBITDA, please refer to page 10. |