DEF 14A of Mueller Water Products, Inc., Jan 19, 2024

DEF 14A of Mueller Water Products, Inc.

Filed Jan 19, 2024 · FY20230001350593-24-000005

Open on EDGAR

  1. BOARD OF DIRECTORS

    BOARD OF DIRECTORS

  2. BOARD OF DIRECTORS

    | DEAR FELLOW STOCKHOLDERS, | | Through our continuing partnership with the Company’s management team, we remain focused on executing our strategic plan including our key initiatives of enhancing our customer experience and executing our operational performance initiatives. For the 2023 fiscal year, I am gratified to report that Mueller increased net sales 2.3% to $1,275.7 million. In addition, we allocated $48.1 million to shareholders through share repurchases and our quarterly dividend, which we increased in October 2023 for the eighth time since 2014. I am confident that as we look to 2024, we are at a key turning point with our strategic capital investments positioning us to deliver long-term sustainable organic growth and margin improvements, notwithstanding current external headwinds. We are committed to providing intelligent products and services that help cities and municipalities repair and replace their aging infrastructures, increase the resiliency of their distribution networks and respond to water-related climate impacts. We are also committed to our Environmental, Social and Governance (“ESG”) initiatives. In May, we released our third ESG Report, which highlights significant progress against our key targets in our pursuit of sustainability leadership in our industry. Throughout the year, our local, company-wide and executive Diversity, Equity and Inclusion Councils continued to expand their efforts to educate and celebrate with employees across the Company. We also expanded our governance and climate reporting to include Task Force on Climate-related Financial Disclosures recommendations, further demonstrating how climate-related risks and opportunities are embedded in our business decisions. This year, we continue to implement our best-in-class corporate governance plan by delivering on our accelerated board refreshment process. At the 2024 Annual Stockholders Meeting, both Michael T. Tokarz and I will be retiring from the Mueller Board of Directors. Additionally, we have nominated a new director, Brian C. Healy, whose broad background brings substantial expertise and experience. Our vision for Mueller has always been to create a leading pure play water infrastructure company built on a legacy of providing customers with quality, branded products. We retire confident that Mueller is well-positioned to continue to address the needs of the aging water infrastructure. I want to recognize and thank Mr. Tokarz for his 17 years of instrumental and illustrious service on the Board. Through his leadership, he has provided thoughtful and judicious guidance to the Board. Mr. Tokarz will be missed. As I also look toward retirement from the Board, I would like to thank my fellow Board members, the management team and every Mueller employee. It has been my honor and privilege to serve with you, and I thoroughly appreciate the work and support each of you has provided during my tenure. You have made the past 17 years remarkable. Thank you. My fellow directors and I encourage you to review the accompanying Proxy Statement and associated materials prior to the Annual Meeting on February 28, 2024. Thank you for being a Mueller Water Products stockholder and for your continued support. | | | | MARK J. O'BRIEN | | Non-Executive Chair of the Board |

  3. BOARD OF DIRECTORS

    This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information you should consider, and you should read the entire Proxy Statement carefully before voting.

  4. Company Overview

    Company Overview The Mueller Water Products story began in 1857 when a young machine shop apprentice immigrated to America to establish his first business in Decatur, Illinois. Since then, the Mueller name has become known for innovative water distribution products of superior quality, many of which have become industry standards. Although the business has undergone many changes throughout the years, our commitment to innovation has never wavered. We are proud of our position as a leading manufacturer and marketer of products and services used in the transmission, distribution and measurement of water in North America and of our broad product and service portfolio found worldwide, which includes engineered valves, fire hydrants, pipe connection and repair products, metering products, leak detection, pipe condition assessment, pressure management products and software technology that provides critical water system data. This breadth of products and services enables us to deliver sustainable and efficient solutions that bridge the gap between intelligence and infrastructure, helping our customers deliver important water resources to their communities and empowering the smart cities of the future. We are one of the only companies that can fulfill the needs of water utilities from end to end – at the source, at the plant, below the ground, on the street and in the cloud. Built on a solid legacy of innovation, we have the expertise and vision to provide advanced infrastructure and technology solutions for transmitting, distributing, measuring and monitoring water more safely and effectively than ever before, demonstrating why Mueller Water Products is Where Intelligence Meets Infrastructure®. To learn more visit www.muellerwaterproducts.com. (1) As of September 30, 2023.

  5. Highlights of Fiscal 2023 Performance

    Highlights of Fiscal 2023 Performance

  6. Highlights of Fiscal 2023 Performance

    | | Focused on Operational Investment and Efficiencies to Increase Long-Term Stockholder Value | | | | We generated net sales of $1,275.7 million, operating income of $127.4 million, adjusted earnings before interest tax depreciation and amortization (“EBITDA”) of $202.1 million and net income per diluted share of $0.55 (with adjusted net income per diluted share of $0.63). Adjusted EBITDA and adjusted net income are financial measures not calculated in accordance with generally accepted accounting principles in the U.S. (“GAAP”) and are therefore considered non-GAAP measures. See Exhibit A for a reconciliation of non-GAAP performance measures to GAAP performance measures. | | | | | | Dividend Benefits | | Stockholder Value | | •We paid stockholders a quarterly $0.061 per share dividend during fiscal 2023, an increase of 5.2% from fiscal 2022. •We returned $38.1 million to our stockholders through dividends in fiscal 2023. | | We repurchased $10 million of our outstanding Common Stock during fiscal 2023. | |

  7. Highlights of Fiscal 2023 Performance

    | Proposal One | | | Election of Ten Directors | | | | The Board recommends a vote FOR each nominee for director. |

  8. Director Nominees

    Director Nominees Our directors are elected annually by the affirmative vote of a majority of the votes cast. All nominees are independent, except Ms. Zakas, our President and Chief Executive Officer (“CEO”). The Board held 20 meetings in fiscal 2023 and each director attended at least 91% of the total number of meetings of the Board and committees of which the director was a member. Mark O'Brien served as our Non-Executive Chair for fiscal 2023 and plans to retire at the 2024 Annual Meeting of Stockholders. The Board currently intends to appoint an independent, non-employee director as Chair of the Board in conjunction with the 2024 Annual Meeting of Stockholders. See "Proposal One - Election of Ten Directors — Board Structure — Board Leadership Structure" for more information. The following table provides summary information about each director nominee. See “The Board of Directors” for more information about each nominee.

  9. Director Nominees

    | Name and Experience | | Age | Director Since | Independent | Board Committees | | | Shirley C. Franklin President of Clarke-Franklin & Associates, Inc.; Former Mayor of Atlanta | 78 | 2010 | | | | | Thomas J. Hansen Former Vice Chairman of Illinois Tool Works Inc. | 74 | 2011 | | | | | Brian C. Healy(1) Former Managing Director and Co-Head of Mergers and Acquisitions – Americas of Morgan Stanley | 53 | New Director Nominee | | | | | Christine Ortiz Morris Cohen Professor of Materials Science and Engineering at Massachusetts Institute of Technology | 53 | 2019 | | | | | Jeffery S. Sharritts Executive Vice President and Chief Customer and Partner Officer of Cisco | 55 | 2021 | | | | | Brian L. Slobodow Chief Executive Officer, Better Being Co. | 55 | 2022 | | | | | Lydia W. Thomas Former President and Chief Executive Officer of Noblis, Inc. | 79 | 2008 | | | | | Stephen C. Van Arsdell Former Senior Partner of Deloitte LLP; Chair and Chief Executive Officer of Deloitte & Touche LLP | 73 | 2019 | | | | | Karl Niclas Ytterdahl(2) Former Executive Chairman and Chief Operating Officer of Industrial Service Solutions | 59 | 2023 | | | | | Marietta Edmunds Zakas President and Chief Executive Officer of Mueller Water Products, Inc. | 65 | 2023 | | |

  10. Director Nominees

    | | Chair | | Member | A = Audit | C = Compensation | E = EHS | G = Governance | O = Capital Allocation | X = Executive |

  11. Director Nominees

    (1)Upon the recommendation of the Nominating and Corporate Governance Committee in connection with the Board’s refreshment activities, the Board appointed Mr. Healy as Board Observer effective November 1, 2023. If elected at the Annual Meeting, Mr. Healy will join the Audit Committee and Compensation and Human Resources Committee. (2)Mr. Ytterdahl joined the Board on February 8, 2023 in connection with the Cooperation Agreement as defined and discussed in the “Proposal One - Election of Ten Directors — The Board of Directors — Recent Board Activity” section below.

  12. The Board of Directors

    The Board of Directors The Nominating and Corporate Governance Committee (the “Governance Committee”) is responsible for identifying qualified candidates to serve on the Board and recommending nominees to be submitted to our stockholders for election at each annual meeting. After the Governance Committee completes its evaluation of candidates, it presents its recommendation to the Board for consideration and approval. We strive to maintain a diverse Board whose collective body of skills and experience supports achievement of the Company’s strategy. We work to balance industry expertise with independence and the institutional knowledge of longer-tenured directors with the fresh perspectives brought by new directors. The Governance Committee uses a matrix of key skills and experiences to evaluate candidates. The Governance Committee carefully reviews all directors and director candidates in light of these factors based on the context of the current and anticipated composition of the Board and our current and anticipated strategic and operating requirements. In reviewing a director candidate, the Governance Committee considers the following elements as qualifications required of all directors:

  13. The Board of Directors

    | •Personal ethics and integrity •Independence | •Collaborative skills •Interpersonal skills | •Commitment •Business acumen |

  14. The Board of Directors

    The Governance Committee expects and intends the Board to be comprised of directors with diverse backgrounds, skills and experiences. Although the Board does not have a formal policy regarding diversity, diversity is among the criteria considered by the Board when evaluating candidates. Diversity may include gender, race, ethnicity, geographic origin/foreign citizenship or personal, educational and professional experience. The Governance Committee further believes the backgrounds and qualifications of the directors, considered as a group, should provide an appropriate mix of experience, knowledge and abilities that will enhance the Board’s oversight role. After 17 years of distinguished service as a director on our Board, including serving as its Non-Executive Chair since 2018, Mark O’Brien will retire from the Board at the 2024 Annual Meeting. Mr. O’Brien has more than 30 years of experience in senior executive level positions with multiple companies, having variously served as Chair, President and CEO. Mr. O’Brien’s executive experience combined with his willingness to listen and advise made him a guiding light to three Company CEOs during his tenure, and it is this judicious guidance that has been instrumental in the Company’s success in the water infrastructure and technology space since 2006. As a member of the Board, Mr. O’Brien has served on multiple Board committees and contributed a broad perspective on matters involving business strategy, capital allocation and merger and acquisition opportunities. We are taking this opportunity to thank Mr. O’Brien for his many years of service, advice, wisdom and dedication. After 17 years of distinguished service as a director on our Board, Michael Tokarz will retire from the Board at the 2024 Annual Meeting. Mr. Tokarz has more than 30 years of experience in senior executive level positions with multiple companies, having variously served as Chair, Co-Founder and General Partner. During his tenure, Mr. Tokarz has provided leadership with regard to many matters, especially those requiring financial and enterprise risk management expertise, and his knowledge of capital management and corporate consolidation has helped the Company expand in key areas. Mr. Tokarz has served on multiple Board committees and as Chair of the Compensation Committee since 2014. His acumen in matters of strategy, merger and acquisition opportunities and executive compensation has been key in helping the Company achieve a diverse products and solutions portfolio. We are taking this opportunity to thank Mr. Tokarz for his many years of service, guidance, commitment and collegiality. In connection with the retirement of Messrs. O’Brien and Tokarz and based on the recommendation of the Governance Committee, the Board plans to reduce the size of the Board from eleven to ten members effective as of the 2024 Annual Meeting. Set forth below is a summary of the key skills and experience reflected in our director nominees.

  15. The Board of Directors

    | SKILLS & EXPERIENCE AND LINK TO STRATEGY | | | | | | | | | | | | | | | Franklin | Hansen | Healy | Ortiz | Sharritts | Slobodow | Thomas | Van Arsdell | Ytterdahl | Zakas | | | Executive Leadership/CEO | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | | Corporate Governance | ✓ | ✓ | ✓ | | | ✓ | ✓ | ✓ | ✓ | ✓ | | | Financial/Capital Allocation | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | | Government and Regulatory Affairs | ✓ | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | | | International Business | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | | Mergers and Acquisitions | | ✓ | ✓ | | | ✓ | ✓ | ✓ | ✓ | ✓ | | | Multiple-Part Manufacturing | | ✓ | | ✓ | | ✓ | | | ✓ | | | | Strategic Planning | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | | Enterprise Risk Management | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ | ✓ | | | Human Capital Management | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | | Environment, Health and Safety | ✓ | ✓ | | ✓ | | ✓ | ✓ | | ✓ | | | | Technology | | | | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ | | | Materials Science and Engineering | | | | ✓ | | ✓ | | | ✓ | | | | Environmental, Social and Governance | ✓ | | | ✓ | | ✓ | | | ✓ | | | | Branding | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ |

  16. The Board of Directors

    After evaluating each director and the composition of the full Board, the Governance Committee has recommended each nominee identified above for election. If elected, each of the ten individuals nominated for election to the Board will hold office until the 2025 Annual Meeting of Stockholders and until his or her successor is elected and qualified. Each nominee has agreed to serve as a director if elected. However, if for some unforeseen reason a nominee becomes unwilling or unable to serve, proxies will be voted for a substitute nominee selected by the Board. In lieu of designating a substitute nominee, the Board, in its discretion, may reduce the number of directors. Information about the nominees, including information concerning their qualifications for office, is set forth below:

  17. The Board of Directors

    | Shirley C. Franklin President, Clarke-Franklin & Associates Age: 78 Independent Director since 2010 Committees: | Experience | | | •President, Clarke-Franklin & Associates, Inc., a management consulting firm (1995 – present) •Co-founder, Authenticity Partners (2022 – present) •President, Clark Lyons LLC, a business development and other professional services firm (2023 – present) •Executive Board Chair, Purpose Built Communities, Inc. (2011 – 2020) •Mayor, Atlanta, Georgia (2002 – 2010) | | | Qualifications | | | •Executive Leadership, Corporate Governance, Strategic Planning and Enterprise Risk Management expertise gained from her civic involvement and three-decade executive management career, as well as her public company and non-profit board experience. In recognition of her efforts in public service, the John F. Kennedy Presidential Library awarded Mayor Franklin with its prestigious Profile in Courage Award, honoring her principled leadership and difficult decisions necessary for good governance. •Environment, Health and Safety experience displayed by her dedicated substantial effort to environmental, safety and health initiatives, including launching Atlanta’s Office of Sustainability and its first multi-year sustainability plan and driving over $7 billion dollars in improvements to Atlanta’s public water systems and airport and parks infrastructure. As a Board member of the Centers for Disease Control and Prevention (CDC) Foundation, Ms. Franklin oversaw the fundraising and disbursement of over $500 million during the COVID-19 pandemic and Ebola and monkeypox outbreaks. •Financial/Capital Allocation knowledge gained during her multi-decade career in the private sector and in public service, as she oversaw numerous complex capital projects, including the launch of the Atlanta Beltline and nearly $5 billion of investment in the city’s infrastructure. •Government and Regulatory Affairs expertise gained from her tenure as Mayor of Atlanta. •Mayor Franklin also provides expertise in Human Capital Management and Branding. •At Delta Air Lines, Mayor Franklin oversaw a 592% TSR (+485% relative to the S&P 500) during her tenure as a director. | | | Other Boards and Organizations | | | •Director, Delta Air Lines (2011 – 2017) •Chair, National Center for Civil and Human Rights •Board Member, Paul Volcker Alliance, a non-profit dedicated to public service missions •Board Member, CDC Foundation •Board Member on several other non-profit organizations including CF Foundation; Atlanta Regional Commission on Homelessness; National Alliance for Public Charter Schools; and Purpose Built Schools Atlanta | | | Education | | | •BA, Sociology, Howard University •MA, Sociology, University of Pennsylvania |

  18. The Board of Directors

    | | Chair | | Member | A = Audit | C = Compensation | E = EHS | G = Governance | O = Capital Allocation | X = Executive |

  19. The Board of Directors

    | Thomas J. Hansen Former Vice Chairman, Illinois Tool Works Age: 74 Independent Director since 2011 Committees: | Experience | | | •Vice Chairman (2006 – 2012); Executive Vice President with responsibility for Worldwide Metal and Plastic Fastener and Components businesses, Fluids & Polymers and Construction businesses, as well as its Industrial Metals and Plastic segment (1998 – 2006); President, Worldwide Metal Fastener and Components businesses (1993 – 1998); President North American Industrial and Automotive Fastener businesses (1990 – 1993); Vice President and General Manager, North American Industrial Metal Fastener and Buckle Divisions (1986 – 1990); General Manager, Shakeproof Industrial Products businesses (1983 – 1986); sales and marketing manager (1980 – 1983); Illinois Tool Works Inc. | | | Qualifications | | | •Executive Leadership, Financial/Capital Allocation, International Business, Strategic Planning, Enterprise Risk Management and Environmental, Health and Safety gained through his 32-year career at Illinois Tool Works in roles of increasing responsibility including oversight of manufacturing with various components (industrial metals, plastics, fluids & polymers). •Multi-Part Manufacturing expertise displayed throughout his career at Illinois Tool Works, a diversified manufacturer of fasteners and components, consumable systems and a variety of specialty products and equipment. •Mergers and Acquisitions experience gained from overseeing various divestitures and acquisitions during his tenure as EVP and Vice Chairman of Illinois Tool Works. •Mr. Hansen also provides expertise in Corporate Governance, Human Capital Management, and Branding. •At CDW Corp., Mr. Hansen oversaw a 56% TSR (+20% relative to the S&P 500) during his tenure as director. | | | Other Boards and Organizations | | | •Lead Independent Director, Standex International Corporation (2013 – present) •Director, Terex Corporation (2008 – present) •Director, Gill Industries Inc., a privately held corporation (2014 – 2018) •Director, CDW Corp. (2005 – 2008) | | | Education | | | •BS, Marketing, Northern Illinois University •MBA, Governors State University |

  20. The Board of Directors

    | | Chair | | Member | A = Audit | C = Compensation | E = EHS | G = Governance | O = Capital Allocation | X = Executive |

  21. The Board of Directors

    | Brian C. Healy Former Managing Director and Co-Head of Mergers and Acquisitions – Americas, Morgan Stanley Age: 53 New Director Nominee Committees: | Experience | | | •Managing Director and Co-Head of Mergers and Acquisitions - Americas (2019 – 2023); Global Chief Operating Officer – Investment Banking (2014 – 2019); Head of Firm Strategy and Execution (2012 – 2014); Managing Director Mergers and Acquisitions (2008 – 2012); various roles, Mergers and Acquisitions (2000 – 2008); Morgan Stanley | | | Qualifications | | | •Mergers and Acquisitions expertise gained over 25 years advising public and private companies on transactions including acquisitions, divestitures, spin-offs and corporate carve-outs. •Executive Leadership, Government and Regulatory Affairs, Strategic Planning and Financial/Capital Allocation experience gained while in various senior management roles at Morgan Stanley where, as Managing Director and Co-Head of Mergers & Acquisitions, he advised senior management and boards of directors on transactions, including strategic rationale, valuation and financial impact of transactions, negotiation tactics and investor and capital market perspectives on strategic activity. As Global Chief Operating Officer – Investment Banking, he was responsible for business selection, strategic and financial planning and interaction with regulators; and as Head of Firm Strategy and Execution, he evaluated the impacts of regulatory regime changes and prepared responses and mitigating strategies. •Mr. Healy also brings expertise in Corporate Governance, International Business, Enterprise Risk Management and Human Capital Management. | | | Other Boards and Organizations | | | •Board Member, Children’s Aid and Family Services of New Jersey | | | Education | | | •BS, Commerce – Finance and Accounting, University of Virginia •MBA, Chicago Graduate School of Business |

  22. The Board of Directors

    | | Chair | | Member | A = Audit | C = Compensation | E = EHS | G = Governance | O = Capital Allocation | X = Executive |

  23. The Board of Directors

    | Christine Ortiz Morris Cohen Professor of Materials Science and Engineering, Massachusetts Institute of Technology Age: 53 Independent Director since 2019 Committees: | Experience | | | •Morris Cohen Professor of Materials Science and Engineering (present); Dean for Graduate Education (2010 – 2016); Massachusetts Institute of Technology •Author of more than 200 scholarly publications and received 30 national and international honors, including the Presidential Early Career Award in Science and Engineering awarded by President George W. Bush •Founder, Station1; an innovative, nonprofit, higher education educational institution | | | Qualifications | | | •Multiple-Part Manufacturing, Technology and Materials Science and Engineering knowledge acquired through her background as a dean and career as a distinguished scientist and engineer whose research focuses on multi-scale mechanics of structural materials, materials design, nanotechnology, additive manufacturing and computational materials. •Executive Leadership, Strategic Planning and Branding experience gained as a founder of Station1, an innovative higher education educational institution, and as Massachusetts Institute of Technology’s Dean for Graduate Education. At Station1, Dr. Ortiz has partnered with over 90 technology-focused startup companies, social enterprises, and non-profit organizations on research and development projects. As Dean, she supported over 7,000 graduate students in 45 graduate degree programs across 5 academic schools. •Dr. Ortiz also provides expertise in Financial/Capital Allocation, Government and Regulatory Affairs, Enterprise Risk Management, Environment, Health and Safety, International Business and Environmental, Social and Governance. | | | Other Boards and Organizations | | | •Director, Enovis Corporation (2022 – present) | | | Education | | | •BS, Materials Science and Engineering, Rensselaer Polytechnic Institute •MS, Materials Science and Engineering, Cornell University •PhD, Materials Science and Engineering, Cornell University |

  24. The Board of Directors

    | | Chair | | Member | A = Audit | C = Compensation | E = EHS | G = Governance | O = Capital Allocation | X = Executive |

  25. The Board of Directors

    | Jeffery S. Sharritts EVP and Chief Customer and Partner Officer, Cisco Age: 55 Independent Director since 2021 Committees: | Experience | | | •Executive Vice President and Chief Customer and Partner Officer (2022 – present); Senior Vice President of the Americas (2018 – present); Senior Vice President, U.S. Commercial Sales (2014 – 2018); served in several executive sales roles, joined in 2000; Cisco | | | Qualifications | | | •Executive Leadership, Strategic Planning, Technology and Branding experience gained through his extensive experience in senior executive level positions and particular expertise related to sales and marketing of technology-driven products and related services. •Financial/Capital Allocation, Government and Regulatory Affairs, Human Capital Management and International Business experience acquired through his role as Senior Vice President of the Americas for Cisco, where he managed a business unit with more than $29 billion of annual sales in 49 countries, oversaw products in both commercial and public sector verticals and was central to helping expand Cisco’s commercial sales model to Canada and Latin America. | | | Other Boards and Organizations | | | •Advisory Board Member, Georgia Chamber of Commerce •Advisory Board Member, Metro Atlanta Chamber of Commerce | | | Education | | | •BS, Business Administration, The Ohio State University |

  26. The Board of Directors

    | | Chair | | Member | A = Audit | C = Compensation | E = EHS | G = Governance | O = Capital Allocation | X = Executive |

  27. The Board of Directors

    | Brian L. Slobodow Chief Executive Officer, Better Being Co. Age: 55 Independent Director since 2022 Committees: | Experience | | | •Chief Executive Officer, Better Being Co., a manufacturer and distributor of supplements and personal care products (2023 – present) •Operating Partner, Operational Resource Group, whose clients include a leading middle-market private equity firm (2021 – 2023) •Operating Executive, Golden Gate Capital (2015 – 2020), where he gained extensive experience on management teams, serving as the Chief Operating Officer of Atrium (2013 – 2015), Chief Executive Officer, Chief Administrative Officer, and a director of U.S. Silica Company (2011 – 2013) and President and Chief Operating Officer of Neways International (2007 – 2011), all of which are former Golden Gate Capital portfolio companies •Vice President, Global Supply Chain (2006 – 2007), Chief Procurement Officer (2005 – 2006) and Director, Contract Manufacturing (2003 – 2005), Johnson & Johnson •Principal, A.T. Kearney (2000 – 2003) | | | Qualifications | | | •Executive Leadership/CEO, Corporate Governance and Financial/Capital Allocation experience acquired during his years as an executive at Golden Gate Capital and in executive leadership positions at a number of the firm’s portfolio companies. •International Business, Multiple-Part Manufacturing and Strategic Planning expertise gained through his over 30 years of operations expertise while in various roles at Johnson & Johnson and his executive leadership at Golden Gate Capital portfolio companies. •Environment, Health & Safety and Environmental, Social and Governance expertise developed through his experience as CEO of U.S. Silica where Mr. Slobodow lead the development of the company’s initial ESG strategy and the release of its inaugural ESG annual report. •Mr. Slobodow also brings expertise in Government and Regulatory Affairs, Mergers and Acquisitions, Enterprise Risk Management, Technology, Materials Science and Engineering and Branding. | | | Other Boards and Organizations | | | •Director, Marmic Fire and Safety, a full-service fire protection company based in Joplin, MO (2021 – present) •Director, ANGUS Chemical Company (2018 – 2020) •Director, Cole-Parmer (2018 – 2019) •Director, Springs Window Fashion (2016 – 2018) | | | Education | | | •BS, Industrial and Manufacturing Engineering, University of Rhode Island •MBA, Massachusetts Institute of Technology Sloan School of Management |

  28. The Board of Directors

    | | Chair | | Member | A = Audit | C = Compensation | E = EHS | G = Governance | O = Capital Allocation | X = Executive |

  29. The Board of Directors

    | Lydia W. Thomas Former President & CEO, Noblis Age: 79 Independent Director since 2008 Committees: | Experience | | | •President and Chief Executive Officer, Noblis, Inc., a public interest scientific research, technology and strategy company (1996 – 2007) •Senior Vice President and General Manager (1992 – 1996); Vice President (1989 – 1992); Technical Director (1982 – 1989); The MITRE Corporation, Center for Environment, Resources and Space •Founding Member appointed by President Bush, Homeland Security Advisory Council (2002 – 2016) | | | Qualifications | | | •Executive Leadership, Corporate Governance, Financial/Capital Allocation, Government and Regulatory Affairs, Strategic Planning, Enterprise Risk Management, Environment, Health and Safety and Technology expertise gained through her extensive experience at senior executive level positions and particular expertise related to information technology and environment, health and safety matters as well as her service on numerous government advisory committees focused on health and safety, technology and climate. In 2013, Dr. Thomas was honored by the Outstanding Directors Exchange as an Outstanding Director of the Year. •Mergers and Acquisitions experience gained from overseeing the acquisitions of Gill/Balsano Consulting and Jennings Ryan & Kolb (October 2004) as Noblis CEO. •Dr. Thomas also provides expertise in International Business, Human Capital Management and Branding. •At Cabot, Dr. Thomas oversaw a TSR of 1,055% (+367% relative to the S&P 500) during her tenure as a director. | | | Other Boards and Organizations | | | •Member, Constant Associates Inc. Advisory Board (2020 – Present) •Member, Council on Foreign Relations (2011 – Present) •Emerita Member, Charles Stark Draper Laboratory •Director, Cabot Corporation (1994 – 2017) •Director, Washington Mutual Investors Fund (2010 – 2019) •Member, Governor’s Commission on Climate Change, Commonwealth of Virginia (2007 – 2008) •Senior Advisor, Northern Virginia Technology Council (2012 – 2017) •Director, Northern Virginia Technology Council (2003 – 2012) •Member, Virginia Governor’s Higher Education Summit Steering Committee (1994 – 1998) •Member, Virginia Research and Technology Advisory Committee (1990 – 1998) | | | Education | | | •BS, Zoology, Howard University •MS, Microbiology, American University •PhD, Cytology, Howard University |

  30. The Board of Directors

    | | Chair | | Member | A = Audit | C = Compensation | E = EHS | G = Governance | O = Capital Allocation | X = Executive |

  31. The Board of Directors

    | Stephen C. Van Arsdell Former Senior Partner, Deloitte; Chair & CEO, Deloitte & Touche Age: 73 Independent Director since 2019 Committees: | Experience | | | •Senior Partner of Deloitte LLP and member of the Board of Directors, including as Vice-Chair (2003 – 2009); senior management roles including Chair, Chief Executive Officer, and Chief Quality Officer (2010 – 2012) and Deputy Chief Executive Officer (2009 – 2010) of Deloitte & Touche LLP, which he joined in 1975 | | | Qualifications | | | •Executive Leadership/CEO, Corporate Governance, Financial/Capital Allocation and Risk Management skills gained from Mr. Van Arsdell’s time in senior leadership at Deloitte and Deloitte & Touche where he oversaw a national organization of 15,000 professionals providing audit, assurance, risk and capital markets advisory services. •International Business, Strategic Planning, Governmental and Regulatory Affairs experience gained thorough his roles in Deloitte’s international operations, serving as a key member of the Global Audit Leadership Team, where he helped develop the firm’s strategic plans for the global audit practice as well as in his service to some of Deloitte’s most significant clients with extensive international operations. •Mergers and Acquisitions experience from participating in the M&A activities of many clients while at Deloitte and of First Midwest Bancorp and Old National Bank as a member of the Boards of Directors, as well as in the merger of First Midwest Bancorp and Old National Bancorp. | | | Other Boards and Organizations | | | •Director, Old National Bancorp (2022 – present) •Director, First Midwest Bancorp (2017 – 2022) •Audit Committee Member, Brown Brothers Harriman, a privately held global financial services firm (2015 – present) •Board of Trustees Member, The Morton Arboretum (2015 – present; Chair from 2020 – 2023) | | | Education | | | •BS, Accounting, University of Illinois •MAS, University of Illinois •Certified Public Accountant (CPA) |

  32. The Board of Directors

    | | Chair | | Member | A = Audit | C = Compensation | E = EHS | G = Governance | O = Capital Allocation | X = Executive |

  33. The Board of Directors

    | Karl Niclas Ytterdahl Former Executive Chairman and Chief Operating Officer of Industrial Service Solutions Age: 59 Independent Director since 2023 Committees: | Experience | | | •Independent Sponsor partnering with capital investors to consolidate vehicle service sector companies (2023 – present) •Executive Chairman and Chief Operating Officer of Industrial Service Solutions (2020 – 2023) •President, Dover Vehicle Service Group (2014 – 2019) •Senior Vice President, Dover Corporation (2012 – 2014) •Vice President Global Strategic Sourcing and Chief Procurement Officer, AES Corporation (2006 – 2011) •Held various leadership roles at Thermo Fisher Scientific Inc., a life sciences solutions company, including Vice President and General Manager Non-Franchise Segment and President Fisher Scientific Switzerland (2000 – 2006) | | | Qualifications | | | •Executive Leadership/CEO, Corporate Governance, Multiple-Part Manufacturing, Strategic Planning, Enterprise Risk Management, and Financial/Capital Allocation skills gained through his extensive experience as a senior leader of global manufacturers. •International Business and Governmental and Regulatory Affairs experience gained working in Europe and Asia while with Thermo Fisher and overseeing the global supply chain at both AES Corporation and Dover. •Mr. Ytterdahl also provides expertise in Mergers and Acquisitions, Environment, Health and Safety, Technology, Materials Science and Engineering, Environmental, Social and Governance, and Branding. | | | Other Boards and Organizations | | | •Director, Euro Motorparts Group (2019 – present) •Director, Advanced Converting Works (2020 – 2023) | | | Education | | | •Thesis-Diploma, Engineering Physics, École Polytechnique Fédérale de Lausanne •MS, Engineering Physics, Chalmers University of Technology •MS/MBA, Strategy, Corporate Finance and Operations, Massachusetts Institute of Technology Sloan School of Management |

  34. The Board of Directors

    | | Chair | | Member | A = Audit | C = Compensation | E = EHS | G = Governance | O = Capital Allocation | X = Executive |

  35. The Board of Directors

    | Marietta Edmunds Zakas President and CEO, Mueller Water Products Age: 65 Director since 2023 Committees: | Experience | | | •President and Chief Executive Officer, Mueller Water Products, Inc. (2023 – present); Executive Vice President and Chief Financial Officer (2018 – 2023); Senior Vice President, Strategy, Corporate Development and Communications (2006 – 2017); Interim Head of Human Resources (2016 – 2017) •Held several leadership roles at Russell Corporation, culminating in her role as Corporate Vice President, Chief of Staff, Business Development and Treasurer (2001 – 2006) •Corporate Vice President, Director of Investor Relations and Corporate Secretary, Equifax Inc. (1993 – 2000) •Vice President, Investment Banking Division, Morgan Stanley (1984 – 1991) | | | Qualifications | | | •Executive Leadership/CEO, Strategic Planning, Financial/Capital Allocation, and Risk Management skills gained from her past and current positions in management, including at the Company, where she has directed its strategic planning, investor relations and corporate communications activities since 2006 and had responsibility as Chief Financial Officer for overseeing all financial functions. •Mergers and Acquisitions experience gained both at the Company and while at Russell Corporation, where she had responsibility for strategic and financial functions until Berkshire Hathaway’s acquisition. •Human Capital Management expertise developed in her leadership roles at Russell Corporation and further enhanced while serving for two years as Interim Head of Human Resources at the Company. •Ms. Zakas also brings expertise in Corporate Governance and Branding. | | | Other Boards and Organizations | | | •Director, University of Virginia Darden School Foundation Board of Trustees (2023 – present) •Director, BlueLinx Holdings Inc. (2022 – present) •Director, Atlantic Capital Bank (2011 – 2022) •Director, Atlantic Capital Bancshares (2011 – 2022) | | | Education | | | •BA, Mathematics and Economics, Randolph-Macon Woman’s College •MBA, General Management, University of Virginia Darden School of Business •JD, University of Virginia School of Law |

  36. The Board of Directors

    | | Chair | | Member | A = Audit | C = Compensation | E = EHS | G = Governance | O = Capital Allocation | X = Executive |

  37. Director Compensation

    Director Compensation The Compensation Committee is responsible for reviewing and considering revisions to director compensation. With the assistance of its independent compensation consultant, the Compensation Committee reviews director compensation and compares it to director compensation paid by other companies in the Peer Group described under “Compensation Discussion and Analysis — Executive Compensation Program Overview — Peer Group Benchmarking and Total Compensation.” The Board reviews the Compensation Committee’s recommendations and approves the final structure and amounts of director compensation. The Board has determined compensation for non-employee directors should comprise a mix of cash and equity-based awards consistent with the mix and form of payment implemented by other companies in our Peer Group. In addition to utilizing an overall compensation structure consistent with market practice, the Board believes the interests of directors are aligned with the interests of other stockholders by linking a significant portion of director compensation to Common Stock performance. Under our stock ownership guidelines, directors are required to hold at least 50% of the Common Stock acquired through equity-based awards until they own Common Stock equal in market value to at least five times their annual retainer. See “Compensation Discussion and Analysis — Other Compensation Practices and Policies — Stock Ownership Guidelines” for more information.

  38. Director Compensation Summary

    Director Compensation Summary The following table shows fiscal 2023 compensation for our non-employee directors.

  39. Director Compensation Summary

    | DIRECTOR COMPENSATION TABLE |

  40. Director Compensation Summary

    | | Fees Earned or Paid in Cash ($) | | | | Stock Awards ($)(2) | Total ($) | | Name | Annual Retainer ($)(1) | Meeting Fees ($) | Other ($)(3) | Total ($) | | | | Shirley C. Franklin | 65,000 | 57,000 | — | 122,000 | 114,994 | 236,994 | | Thomas J. Hansen | 66,875 | 64,500 | — | 131,375 | 114,994 | 246,369 | | Mark J. O’Brien | 180,000 | 37,500 | — | 217,500 | 114,994 | 332,494 | | Christine Ortiz | 75,000 | 45,000 | — | 120,000 | 114,994 | 234,994 | | Bernard G. Rethore(4) | 23,111 | 31,500 | — | 54,611 | 114,994 | 169,605 | | Jeffery S. Sharritts | 65,000 | 67,500 | — | 132,500 | 114,994 | 247,494 | | Brian L. Slobodow | 77,880 | 39,000 | — | 116,880 | 114,994 | 231,874 | | Lydia W. Thomas | 75,000 | 52,500 | 10,000 | 137,500 | 114,994 | 252,494 | | Michael T. Tokarz | 80,000 | 72,000 | — | 152,000 | 114,994 | 266,994 | | Stephen C. Van Arsdell | 85,000 | 75,000 | — | 160,000 | 114,994 | 274,994 | | Karl Niclas Ytterdahl(5) | 53,139 | 25,500 | — | 78,639 | 114,363 | 193,002 |

  41. Director Compensation Summary

    (1)Includes fees earned as Chair of a committee, as Non-Executive Chair or as a member of the Capital Allocation Committee. The annual retainers paid to Messrs. Rethore, Slobodow and Ytterdahl were prorated for their period of service during fiscal 2023. (2)Reflects the grant date fair value of the RSUs granted during fiscal 2023 computed in accordance with the stock-based compensation accounting rules described in our fiscal 2023 consolidated financial statements, which are included in the Company’s 2023 Annual Report. On February 7, 2023, in connection with his retirement from service, Mr. Rethore received an equity-based award in the amount of $115,000. Mr. Ytterdahl’s grant was prorated in accordance with the Stock Plan. (3)The Board authorized a one-time payment of $10,000 to Dr. Thomas for her extraordinary efforts, time, guidance and participation in various activities related to the 2023 management transitions (see “Proposal Two - Advisory Vote to Approve Executive Compensation — 2023 Leadership Transitions”). (4)Mr. Rethore retired from the Board at the conclusion of the 2023 Annual Meeting of Stockholders on February 7, 2023. (5)Mr. Ytterdahl was appointed to the Board on February 8, 2023 in accordance with the Cooperation Agreement. The following table shows information related to option awards and stock awards made to our non-employee directors that were outstanding at September 30, 2023.

  42. Director Compensation Summary

    | | Option Awards | | Stock Awards | | | Number of Securities Underlying Options (#) | | Number of Shares or Units of Stock That Have Not Vested (#) | | Name | Exercisable | Unexercisable | | | Shirley C. Franklin | — | — | 8,267 | | Thomas J. Hansen | 20,447 | — | 8,267 | | Mark J. O’Brien | 20,447 | — | 8,267 | | Christine Ortiz | — | — | 8,267 | | Bernard G. Rethore(1) | — | — | 8,267 | | Jeffery S. Sharritts | — | — | 8,267 | | Brian L. Slobodow(2) | — | — | 11,132 | | Lydia W. Thomas | 20,447 | — | 8,267 | | Michael T. Tokarz | — | — | 8,267 | | Stephen C. Van Arsdell | — | — | 8,267 | | Karl Niclas Ytterdahl(3) | — | — | 8,366 |

  43. Director Compensation Summary

    (1)On February 7, 2023, in connection with his retirement from service, Mr. Rethore received an equity-based award in the amount of $115,000, which resulted in the grant of 8,267 RSUs that vest one half per year on the first two anniversary dates of the grant date. (2)Mr. Slobodow was appointed to the Board on October 13, 2022 in accordance with the Cooperation Agreement. (3)Mr. Ytterdahl was appointed to the Board on February 8, 2023 in accordance with the Cooperation Agreement.

  44. Director Compensation Summary

    | Proposal Two | | | Advisory Vote to Approve Executive Compensation | | | | The Board recommends a vote FOR this proposal. |

  45. Director Compensation Summary

    We provide our stockholders with the annual opportunity to cast an advisory vote to approve the compensation of our named executive officers. The vote on this proposal represents an additional means by which we obtain feedback from our stockholders about executive compensation. Our Compensation Committee sets executive compensation. The overall objective of our executive compensation program is to encourage and reward the creation of sustainable, long-term stockholder value. To meet this objective, the Compensation Committee has designed compensation plans for our executive officers that target total compensation at or about the 50th percentile of our Peer Group and size-adjusted survey sources. See “Compensation Discussion and Analysis — Executive Compensation Program Overview — Peer Group Benchmarking and Total Compensation.” A significant portion of our executives’ overall compensation is structured as incentive compensation. For fiscal 2023, incentive compensation represented approximately 84% of our current CEO’s total target compensation (excluding Other Compensation), and an average of approximately 78% of the total target compensation (excluding Other Compensation) of the other named executive officers. We believe an emphasis on both short-term and long-term incentive compensation aligns executives’ and stockholders’ interests. Further, the Company’s results, as measured against the performance metrics established by the Committee in fiscal 2023, produced a performance-based cash incentive compensation payout percentage of 56.1% of target for Ms. Zakas and Messrs. Heinrichs, McAndrew, and Helms and 84.6% of target for Mr. Takeuchi and a long-term incentive payout percentage of 72.5% for incentives based on relative total shareholder return for all NEOs, which illustrate rigorous and meaningful targets and highlight the Committee's pay-for-performance philosophy. We encourage our stockholders to read the Compensation Discussion and Analysis section of this Proxy Statement, which discusses how our compensation policies and procedures implement our compensation philosophy. The Board and the Compensation Committee believe these policies and procedures are strongly aligned with the long-term interests of our stockholders and are effective in implementing our compensation philosophy and in achieving our strategic goals. Accordingly, we ask for stockholder approval of the following resolution: RESOLVED, that the stockholders of Mueller Water Products, Inc. approve, on an advisory basis, the compensation paid to the Company’s named executive officers, as disclosed in the Compensation Discussion and Analysis, the accompanying compensation tables and the related narrative disclosure in the Company’s proxy statement for the 2024 annual meeting of stockholders. At the most recent annual meeting of stockholders, approximately 92% of votes cast were in support of the compensation of our named executive officers. The Compensation Committee will once again consider the result of this year’s vote, as well as other communications from stockholders relating to our compensation practices, and take them into account in future determinations concerning our executive compensation program. See “Compensation Discussion and Analysis — Highlights of 2023 Executive Compensation.”

  46. Highlights of Fiscal 2023 Performance

    | | Focused on Operational Investment and Efficiencies to Increase Long-Term Stockholder Value | | | | We generated net sales of $1,275.7 million, operating income of $127.4 million, adjusted EBITDA of $202.1 million and net income per diluted share of $0.55 (with adjusted net income per diluted share of $0.63). Adjusted EBITDA and adjusted net income are financial measures not calculated in accordance with GAAP and are therefore considered non-GAAP measures. See Exhibit A for a reconciliation of non-GAAP performance measures to GAAP performance measures. | | | | | | Dividend Benefits | | Stockholder Value | | •We paid stockholders a quarterly $0.061 per share dividend during fiscal 2023, an increase of 5.2% from fiscal 2022. •We returned $38.1 million to our stockholders through dividends in fiscal 2023. | | We repurchased $10 million of our outstanding Common Stock during fiscal 2023. | |

  47. Highlights of 2023 Executive Compensation

    | ✓ | WE DO | ✗ | WE DON’T | | ✓ | Use incentives to substantially link NEO pay to Company performance | ✗ | Re-price or exchange equity-based awards | | ✓ | Require executives to maintain significant stock ownership levels | ✗ | Permit hedging or pledging of Common Stock by executives | | ✓ | Maintain a compensation clawback policy | ✗ | Pay dividends on unvested equity-based incentives(2) | | ✓ | Require a double trigger vesting of executive officers’ equity awards upon a change-in-control(1) | ✗ | Provide excise tax gross-up benefits |

  48. PEER GROUP BENCHMARKING AND TOTAL COMPENSATION

    PEER GROUP BENCHMARKING AND TOTAL COMPENSATION Each year, the Compensation Committee’s compensation consultant collects Peer Group compensation data, as well as survey data from multiple leading providers and prepares an executive benchmarking study using a market analysis to size-adjust the market data for our net sales size as a whole. The Compensation Committee, with input from its independent compensation consultant, reviews the prior year Peer Group. This review focuses on companies that have a primary manufacturing component to their businesses, have similar organizational structures and are publicly traded or otherwise file financial statements with the SEC. We believe the resulting Peer Group provides a valid and appropriate comparison for the Company’s executive compensation program and governance practices. For fiscal 2023, the Compensation Committee made various changes to the previous year’s group. The Peer Group for fiscal 2023 consisted of the companies listed below.

  49. PEER GROUP BENCHMARKING AND TOTAL COMPENSATION

    | Fiscal 2023 Peer Group | | The Compensation Committee targets total compensation at or about the 50th percentile of the Peer Group and size-adjusted survey sources | | Advanced Drainage Systems, Inc. | Graco Inc. | | | Badger Meter, Inc. | Helios Technologies, Inc. | | | Chart Industries | IDEX Corporation | | | Circor International Inc. | Itron, Inc. | | | Columbus McKinnon Corporation | ITT Inc. | | | Crane Co. | Kadant Inc. | | | Enerpac Tool Group Corp. | Lindsay Corporation | | | EnPro Industries, Inc. | Valmont Industries, Inc. | | | ESCO Technologies Inc. | Watts Water Technologies, Inc. | | | Franklin Electric Co. | Zurn Elkay Water Solutions Corporation | |

  50. PEER GROUP BENCHMARKING AND TOTAL COMPENSATION

    The Compensation Committee regularly reviews the target total compensation of each executive and compares it to the total compensation for comparable executive positions in the Peer Group and the size-adjusted survey sources. The Compensation Committee targets total compensation at or about the 50th percentile of the Peer Group and size-adjusted survey sources, subject to individual adjustments based on experience, length of service, individual performance and other factors deemed appropriate by the Compensation Committee.

  51. Compensation Elements

    | Pay Element | Salary | | | Bonus | Options | RSUs | | | PRSUs | | | Recipients | | | | | All Named Executive Officers ("NEOs") | | | | | | | Period of Grant | Generally reviewed every 12 months | | | Annually | Annually | Annually | | | Annually | | | Form of Delivery | | | Cash | | | | | Equity | | | | Type of Performance | | Short-term emphasis | | | | | Long-term emphasis | | | | | Performance Measures | — | | | Mix of financial results and ESG-related operational goals | Value of delivered shares based on stock price on date of exercise | Value of delivered shares based on stock price on vesting dates | | | Return on Invested Capital ("ROIC") achievement | Relative total shareholder return ("rTSR") | | Performance Period/Vesting | Ongoing | | | 1 year | Generally vest annually over 3 years | Generally vest annually over 3 years | | | Vest at the end of the 3-year award cycle | Vest at the end of the 3-year award cycle | | How Payout Determined | Predominantly tied to Peer Group data, with an element of Compensation Committee discretion | | | Predominantly formulaic (based on performance against goals), with an element of Compensation Committee discretion | Completion of required service period through each vesting date | Completion of required service period through each vesting date | | | Formulaic (based on performance against goals) for specific performance periods | Formulaic (based on performance against peers) for specific performance periods |

  52. SALARY

    SALARY The Compensation Committee regularly compares the salary of each executive to the 50th percentile of comparable executives in the Peer Group and size-adjusted survey sources and uses this benchmark as a guide. Salaries for the NEOs are adjusted, as appropriate, annually on February 1. The Compensation Committee approved the following salaries for our NEOs in fiscal 2023. See “— Leadership Change Compensation Matters” below for information regarding NEO compensation changes during fiscal 2023.

  53. ANNUAL CASH INCENTIVE AWARDS

    ANNUAL CASH INCENTIVE AWARDS The annual cash incentive plan rewards our named executive officers for achieving key financial metrics, which drive our operating results and enhance stockholder value. The Compensation Committee targets annual cash incentive compensation for each executive at the 50th percentile of comparable executives in the Peer Group and size-adjusted survey sources. Based on actual achieved performance against performance goals, each NEO may earn between 0% and 200% of his or her annual cash target opportunity. For fiscal 2023, the Compensation Committee selected two types of performance metrics: (i) financial goals (weighted 90%) and (ii) ESG-related performance metrics (weighted 10%). The financial goals related to adjusted EBITDA, adjusted working capital (as a % of net sales) and net sales. The Compensation Committee selected these financial metrics to encourage our NEOs to focus on generating income from continuing operations and enhancing long-term stockholder value. The ESG-related performance metric was tied to reductions in total recordable incidence rates and key performance indicators for sustainability, including reduction of energy intensity and water withdrawal, and specific activities identified as leading safety indicators. The Compensation Committee selected these metrics because they promote, drive and support the Company’s ESG initiatives and performance. All financial performance goals were set with minimum (or threshold), target and maximum objectives for each goal as described in the “2023 Annual Performance Targets and Results” table below.

  54. ANNUAL CASH INCENTIVE AWARDS

    | 2023 ANNUAL PERFORMANCE TARGETS AND RESULTS | | | | | | | | | | | | | | | | Weighted(4) Aggregate Actual % of Target for Ms. Zakas and Messrs. Heinrichs, Helms and McAndrew 56.1% | | Metric | Weight (% of Target Bonus)( | | Results Required to Achieve Bonus ($ in millions, except for percentages)(1) | | | Actual 2023 Payout Factor (% of Target Bonus) unweighted | | | | Zakas Heinrichs Helms McAndrew | Takeuchi | Threshold (50%) | Target (100%) | Maximum (200%) | | | | Adjusted EBITDA | 50.0% | 45.0% | | | | 71.3% | | | Net Sales | 25.0% | 20.0% | | | | 62.8% | | | Adjusted Working Capital as a % of Net Sales | 15.0% | 15.0% | | | | —% | Weighted Aggregate Actual % of Target for Mr. Takeuchi 84.6% | | WMS Segment Net Sales(2) | — | 10.0% | | | | 200.0% | | | WMS Segment Adjusted EBITDA(2) | — | 10.0% | | | | 200.0% | | | ESG(3) | 10.0% | — | — | — | — | 47.7% | |

  55. ANNUAL CASH INCENTIVE AWARDS

    (1)See Exhibit A for a reconciliation of non-GAAP performance measures to GAAP performance measures. (2)Applicable to only Mr. Takeuchi. “Segment Performance” includes (i) the Water Management Solutions (“WMS”) segment’s Net Sales and (ii) the WMS segment’s Adjusted EBITDA, each weighted 10% of Mr. Takeuchi’s total incentive target compensation. (3)Applicable to Ms. Zakas and Messrs. Heinrichs, Helms and McAndrew. (4)Mr. Hall’s bonus payment was calculated at target and prorated based on the number of days he served as CEO in accordance with the transition and separation agreement.

  56. FISCAL 2023 ANNUAL CASH INCENTIVE AWARDS

    FISCAL 2023 ANNUAL CASH INCENTIVE AWARDS Based on actual performance against the performance goals as set forth above, each NEO earned 56.1% of his or her annual cash target opportunity for fiscal 2023 with the exception of Mr. Hall, whose bonus was determined based on target performance and prorated based on the number of days he served as CEO during fiscal year 2023, and Mr. Takeuchi, who earned 84.6% of his annual cash target opportunity for fiscal 2023. The table below shows each NEO’s annual cash target opportunity and the amount of the annual cash bonuses paid to each NEO.

  57. FISCAL 2023 ANNUAL CASH INCENTIVE AWARDS

    | | At Target Performance | | At Actual Performance | | | Name | % of Salary | Amount ($) | % of Target | Amount ($)(1) | | Marietta Edmunds Zakas | 110% | 398,915 | 56.1% | 223,871 | | J. Scott Hall | 110% | 881,507 | 100.0% | 881,507 | | Steven S. Heinrichs | 70% | 313,263 | 56.1% | 175,803 | | Paul McAndrew | 65% | 173,408 | 56.1% | 97,316 | | Todd P. Helms | 60% | 227,764 | 56.1% | 127,821 | | Kenji Takeuchi | 55% | 208,940 | 84.6% | 176,857 |

  58. FISCAL 2023 ANNUAL CASH INCENTIVE AWARDS

    (1) For fiscal 2023, the payout for officers promoted during the fiscal year was determined using the applicable target percentage for the portion of the year that the promoted officer served in each of the roles such officer held during fiscal 2023, subject in each case to performance against the performance goals as set by the Compensation Committee at the beginning of fiscal 2023. See “— 2023 Leadership Transition Compensation Matters” below.

  59. LONG-TERM EQUITY-BASED COMPENSATION

    LONG-TERM EQUITY-BASED COMPENSATION The long-term incentive program aligns the interests of our NEOs with those of our stockholders and rewards our NEOs for achieving key metrics. This program drives operating results, enhances stockholder value and helps retain our NEOs. Due to the rules for how the grant date fair value of long-term incentive awards must be calculated for accounting purposes, the 2023 Summary Compensation Table may not reflect the same stock option and PRSU values described below. In addition, accounting values can increase or decrease each year, causing volatility in the long-term incentive awards reported. For fiscal 2023, the Compensation Committee set each NEO’s target long-term compensation value at or about the 50th percentile of comparable executives in the Peer Group and size-adjusted survey sources. For fiscal 2023, fiscal 2022 and fiscal 2021, the NEOs’ target long-term compensation value was allocated 50% in the form of performance-based restricted stock units (“PRSUs”), 25% in the form of time-based stock options and 25% in the form of time-based restricted stock units (“RSUs”). The fiscal 2021 and fiscal 2022 PRSUs are solely based upon rTSR performance ("Market Units"). The fiscal 2023 PRSUs are 50% Market Units and 50% return on invested capital units (“ROIC Units”).

  60. PERFORMANCE-BASED RESTRICTED STOCK UNITS

    PERFORMANCE-BASED RESTRICTED STOCK UNITS The following are the key aspects of the PRSUs awarded, granted, earned and/or vested in fiscal 2021, fiscal 2022 and fiscal 2023: PRSUs Awarded for Fiscal 2021 and Fiscal 2022: •For fiscal 2021 and fiscal 2022, 50% of each NEO’s target long-term incentive compensation value was awarded in PRSUs. The number of PRSUs awarded in fiscal 2021 and fiscal 2022 was equal to the target value divided by the share price of our Common Stock on the date of award. •The fiscal 2021 and fiscal 2022 PRSUs are based solely upon the Company’s rTSR performance. •Market Units: ◦The rTSR is measured by, during the applicable performance period, computing the total shareholder return of each company that was in the S&P 600 SmallCap Industrial Index at the beginning of the applicable performance period (the “TSR Group”) and comparing the Company’s total shareholder return results thereto in order to determine the percentile ranking within the TSR Group. ◦The Market Units consist of a single tranche and vest on a 3-year cumulative performance period against the applicable index. ◦The Compensation Committee establishes the performance period target related to the Market Unit award on the grant date of the award. ◦At the end of the 3-year award period, the Compensation Committee confirms actual performance against the applicable performance target. ◦The number of shares of our Common Stock earned at the conclusion of each Market Unit performance period may range from zero to two times the number of target Market Units awarded, based on the level of achievement against the applicable performance period target. PRSUs Awarded for Fiscal 2023: •For fiscal 2023, 50% of each NEO’s target long-term incentive compensation value was awarded in PRSUs. The number of PRSUs awarded in fiscal 2023 was equal to the target value divided by the share price of our Common Stock on the date of award. As noted above, the fiscal 2023 PRSUs comprise 50% ROIC Units and 50% Market Units. •Market Units: Market Unit details for the fiscal 2023 Market Units are as described above for fiscal 2021 and fiscal 2022. • ROIC Units: ◦ROIC Units consist of a single tranche and vest on a 3-year cumulative performance period. ◦The Compensation Committee establishes a ROIC Unit performance target for the performance period on the grant date of the award. ◦On an annual basis during the applicable performance period, the Compensation Committee confirms actual annual ROIC performance. ◦At the conclusion of the performance period, the performance achieved each year during the performance period is averaged for a final achievement amount. ◦The number of shares of our Common Stock earned at the conclusion of the applicable ROIC Unit performance period may range from zero to two times the number of target ROIC Units initially awarded, based on the level of final achievement against the applicable performance period target. PRSUs Generally: •All PRSUs are settled in shares of Common Stock. •To receive shares of Common Stock in settlement of PRSUs, the NEO must normally be employed through the last day of the 3-year award cycle. •PRSUs do not convey voting rights or accrue dividends until vested. PERFORMANCE MEASURES AND RESULTS FOR FISCAL 2023 The applicable performance target for the performance period for PRSUs awarded for fiscal 2021 (vested September 30, 2023) was based solely on rTSR. The applicable performance target for the performance period for PRSUs awarded for fiscal 2022 (vesting September 30, 2024) was based solely on rTSR. The applicable performance target for the performance period for PRSUs awarded for fiscal 2023 (vesting September 30, 2025) were based on 50% rTSR and 50% ROIC performance. The Compensation Committee determined the rTSR target using benchmark data from the S&P 600 SmallCap Industrial Index (based upon a 20-trading day average) and assistance from the Company’s independent compensation consultant. For fiscal 2021, fiscal 2022 and fiscal 2023 grants, the performance necessary to earn 100% of Market Unit target payout requires the rTSR to be in the 50th percentile, and the performance necessary to earn the minimum of 50% and a maximum of 200% of Market Unit target payout requires the rTSR to be in the 25th and 75th percentile, respectively. The fiscal 2021, fiscal 2022 and fiscal 2023 Market Unit grants vest and settle at the end of the corresponding cumulative 3-year performance period. For the fiscal 2021 Market Unit grant, the performance during the actual performance period resulted in a Company rTSR in the 36th percentile, resulting in an achievement of 72.5%. The Compensation Committee determined the ROIC target using benchmark data from the Peer Group and assistance from the Company’s independent compensation consultant. “ROIC” is defined for this purpose as the quotient obtained by dividing the Adjusted Return by Invested Capital. “Adjusted Return” means the net operating profit after tax, which is the adjusted operating income multiplied by (one minus the Company’s effective tax rate), excluding charges relating to: strategic reorganization and other charges, non-cash impairments, legal settlements, severance, product liability charges, one-time impact of significant and/or retroactive tax law changes if not contemplated in the ROIC target, other adjustments to conform to adjustments in earnings release, and any other adjustment approved by the Compensation Committee. “Invested Capital” means total assets less liabilities, excluding cash and debt, with average of five quarter-end balances for each year for invested capital. For fiscal 2023, the performance necessary to earn at least 50% of ROIC Unit target payout required ROIC of 9.50%, the performance necessary to earn 100% of ROIC Unit target payout required ROIC of 11.25%, and the performance necessary to earn the maximum 200% of ROIC Unit target payout required ROIC of at least 13.50%. Actual ROIC performance for fiscal 2023 was 11.10%. Therefore, for the first year of the fiscal 2023 award’s performance period, the achievement amount was 96.10% of the target. This result will be averaged with the subsequent two years’ achievement amounts for the final result as to what percentage of ROIC Units are earned for the 3-year performance period. See “Executive Compensation — Grants of Plan-Based Awards Table.”

  61. PERFORMANCE-BASED RESTRICTED STOCK UNITS

    | PRSU PERFORMANCE MEASURES AND RESULTS FOR FISCAL 2023 | | |

  62. PERFORMANCE-BASED RESTRICTED STOCK UNITS

    PRSU AWARD ISSUANCES Common Stock to be issued related to PRSUs awarded in fiscal 2022 (for the three-year award cycle from fiscal 2022 through fiscal 2024) and fiscal 2023 (for the three-year award cycle from fiscal 2023 through fiscal 2025) will not be issued until the Compensation Committee confirms performance results for the fiscal 2024 and fiscal 2025 performance periods, respectively. Shares of Common Stock issued in December 2023 to NEOs for the PRSUs awarded in fiscal 2021 (for the three-year award cycle from fiscal 2021 through fiscal 2023) and vested in fiscal 2023 are set forth below:

  63. PERFORMANCE-BASED RESTRICTED STOCK UNITS

    | Year of Award | Performance Period | | | | | | | Fiscal 2021 | Fiscal 2022 | Fiscal 2023 | Fiscal 2024 | Fiscal 2025 | | Fiscal 2021 | Vested 2021 Market Unit Awards (1 Tranche) | | | | | | Fiscal 2022 | | Future Vesting of 2022 Market Unit Awards (1 Tranche) | | | | | Fiscal 2023 | | | Future Vesting of 2023 Market Unit Awards (1 Tranche) | | | | | | | Future Vesting of 2023 ROIC Unit Awards (1 Tranche) | | |

  64. PERFORMANCE-BASED RESTRICTED STOCK UNITS

    | PRSU SETTLEMENTS OF FISCAL 2021 AWARD | | | | | Performance Period | Total Issued Number of Shares | | | Fiscal 2021 Through Fiscal 2023(1) | | | Name | Number of Shares Earned | | | Marietta Edmunds Zakas | 19,454 | 19,454 | | J. Scott Hall | 98,018 | 98,018 | | Steven S. Heinrichs | 15,282 | 15,282 | | Paul McAndrew | — | — | | Todd P. Helms | 10,697 | 10,697 | | Kenji Takeuchi | 9,169 | 9,169 |

  65. PERFORMANCE-BASED RESTRICTED STOCK UNITS

    (1)Fiscal 2023 shares (granted for fiscal 2021) issued includes shares awarded based solely on rTSR.

  66. TIME-BASED RESTRICTED STOCK UNITS

    TIME-BASED RESTRICTED STOCK UNITS For fiscal 2023, 25% of each NEO’s target long-term incentive compensation value was awarded in RSUs. The number of RSUs awarded was equal to the compensation value divided by the price of our Common Stock on the date of award. Typically, one-third of the RSUs awarded vest on each anniversary of the award date. See “Executive Compensation — Grants of Plan-Based Awards Table.”

  67. TIME-BASED STOCK OPTIONS

    TIME-BASED STOCK OPTIONS For fiscal 2023, 25% of each NEO’s target long-term incentive compensation value was awarded in stock options. The number of stock options awarded was equal to the compensation value divided by the grant date fair value of our Common Stock on the date of award. Normally, one-third of the stock options awarded vest on each anniversary of the award date subject to continuing service. Due to the rules for how the grant date fair value of long-term incentive awards must be calculated for accounting purposes, the 2023 Summary Compensation Table may not reflect the same stock option values described above. In addition, accounting values can increase or decrease each year, causing volatility in the long-term incentive awards reported. The amounts reported in the Option Awards column in the 2023 Summary Compensation Table represent the grant date fair value of stock option awards granted under the Stock Plan to each of the NEOs, calculated in accordance with ASC Topic 718. We use a Black-Scholes model when determining the grant date fair value of stock options. For information on the assumptions used by us in calculating these values, see Note 10 to our consolidated financial statements in the Form 10-K. To see the value actually received upon exercise of options by the NEOs in fiscal 2023, refer to the 2023 Option Exercises and Stock Vested table in this Proxy Statement. Outstanding option awards are reflected in the 2023 Outstanding Equity Awards table in this Proxy Statement. Also see the “Executive Compensation — Grants of Plan-Based Awards Table” for additional information.

  68. TIMING OF EQUITY AWARDS

    TIMING OF EQUITY AWARDS While the Compensation Committee may grant equity-based awards at any of its scheduled meetings or by unanimous written consent, it generally establishes awards for executives at its last regularly scheduled meeting of the calendar year, except for awards related to promotions or new hires. Awards approved during scheduled meetings become effective and are priced as of the date of approval or as of a predetermined future date based on a date of hire. Awards approved by unanimous written consent become effective and are priced as of a predetermined future date. All stock options have a per-share exercise price equal to the closing stock price on the NYSE on the date of the award.

  69. Chief Executive Officer, Chief Financial Officer and Chief Operating Officer

    Chief Executive Officer, Chief Financial Officer and Chief Operating Officer In connection with the transition, the Company entered into letter agreements with each of Ms. Zakas, Mr. Heinrichs and Mr. McAndrew that provide for: (i) an annual base salary of $900,000 for Ms. Zakas, $550,000 for Mr. Heinrichs and $450,000 for Mr. McAndrew, effective as of August 21, 2023; (ii) a target annual bonus equal to a percentage of base salary, with such percentage equal to 110% for Ms. Zakas, 70% for Mr. Heinrichs and 65% for Mr. McAndrew effective as of August 21, 2023; and (iii) a target annual long-term incentive opportunity equal to a percentage of base salary, with such percentage equal to 333% for Ms. Zakas, 170% for Mr. Heinrichs, and 170% for Mr. McAndrew (effective for the 2024 fiscal year). In setting these amounts, the Board, at the recommendation of the Compensation Committee, considered fiscal 2023 performance, responsibilities, leadership challenges and risks and overall industry and market environment. The base salary, short-term and long-term incentive opportunities for Ms. Zakas and Mr. Heinrichs are the same or substantially the same as those amounts set at the beginning of fiscal 2023 for the CEO and CFO positions, respectively, adjusted minimally for the additional responsibilities of Mr. Heinrichs. In addition, on August 24, 2023, Ms. Zakas, Mr. Heinrichs and Mr. McAndrew each received a retention award (a “Transition Grant”), with an approximate grant date fair value equal to $2.86 million for Ms. Zakas and $2 million for each of Mr. Heinrichs and Mr. McAndrew. Ms. Zakas’ Transition Grant consists of 50% cash and 50% shares of the Company’s common stock, and is subject to repayment if Ms. Zakas’ employment is terminated, provided that the repayment obligation does not apply to 20% of her Transition Grant upon the grant date, and subject to her continued employment through the applicable date, the repayment obligation will cease to apply with respect to an additional 20% of the Transition Grant on each of the first four six-month anniversaries of the grant date thereafter. Mr. Heinrichs’ and Mr. McAndrew’s Transition Grants consist of 50% restricted cash and 50% restricted stock units, and vest in five substantially equal installments over the two-year period following grant date, with the first tranche fully vested on the grant date and the remaining four tranches to vest in equal six-month intervals thereafter. If the executive’s employment with the Company is terminated without “cause” or the executive resigns for “good reason,” dies or becomes disabled or a change in control or a qualifying retirement occurs prior to the Transition Grant becoming fully vested or the repayment obligation ceasing to apply (as applicable), then the Transition Grant will vest in full or the repayment obligation will no longer apply (as applicable). The terms of the Transition Grants are otherwise consistent with the Company’s existing form grant agreements, to the extent applicable. The letter agreements also provide that the executives will receive a cash bonus to be determined in the discretion of the Board but equal to at least 10% of the executive’s annual base salary, but no more than 50% of the executive’s annual base salary (the “Transition Success Bonus”), to be paid within 10 days following the date on which an incoming CEO of the Company commences employment, including the Board’s designation of Ms. Zakas to continue in the role of CEO following completion of the applicable search process (the “CEO Transition Date”), subject to continued employment through such date. In the event of a termination by the Company without “cause” or a resignation by the executive for “good reason” within the two years following the CEO Transition Date (and, with respect to Ms. Zakas, in the event she is not designated by the Board as the CEO following completion of the applicable search process and retires within 30 days following the CEO Transition Date), such termination will be considered a “Qualifying Termination” pursuant to the Executive Change-in-Control Severance Agreements (the “CIC Agreements”) between the Company and Ms. Zakas and Mr. Heinrichs. Additionally, the CIC Agreements with Ms. Zakas and Mr. Heinrichs are amended such that, upon a “Qualifying Termination”, the applicable severance multiple will be three. On August 23, 2023, Mr. McAndrew and the Company subsequently entered into an employment agreement in a form consistent with the employment agreement with Mr. Heinrichs as of the Transition Date, except to reflect Mr. McAndrew’s position and current compensation opportunities. Ms. Zakas’ letter agreement also amends her employment agreement such that, upon a termination without “cause” or resignation for “good reason”, her base salary severance amount would equal 300% of her then-current base salary.

  70. HALL TRANSITION AND SEPARATION AGREEMENT

    HALL TRANSITION AND SEPARATION AGREEMENT In determining the compensation for Mr. Hall in connection with his transition from CEO to senior advisor, the independent directors of the Board and the Compensation Committee considered his performance and tenure as CEO, the demands of the leadership transition process and the expectations of his new role. Additionally, the independent advisors provided observations on compensation actions taken by companies that experienced a similar CEO transition in recent years. In connection with the leadership transition, the Company entered into a transition and separation agreement with Mr. Hall, pursuant to which Mr. Hall will serve as Senior Advisor from August 21, 2023 until September 30, 2024, unless earlier terminated or extended. In his transition and separation agreement, Mr. Hall reaffirms his obligation to comply with the restrictive covenants set forth in his employment agreement and award agreements. See “— Executive Compensation Tables — Employment, Severance and Change-in-Control Arrangements” for a description of the benefits payable under Mr. Hall’s transition and separation agreement.

  71. SEVERANCE BENEFITS

    SEVERANCE BENEFITS Each NEO is entitled to severance benefits. See “Executive Compensation — Potential Payments Upon Termination or Change-in-Control.”

  72. CHANGE-IN-CONTROL BENEFITS

    CHANGE-IN-CONTROL BENEFITS Change-in-control agreements are used to create incentives for executives to build stockholder value and to seek the highest value possible for stockholders should we be acquired, despite the risk of losing employment. Our change-in-control agreements for executives provide for vesting of outstanding equity-based awards and payment of severance amounts in connection with a change-in-control (as defined in the agreements) and operate with a “double trigger” for severance payments and equity awards, meaning severance payments and accelerated vesting of equity awards do not occur unless the executive’s employment is terminated by the Company without Cause or the executive resigns with Good Reason (as such terms are defined in the agreements) within 24 months following a change-in-control (except for the Transition Grants described under “— Leadership Transition Compensation Matters” above and awards, if any, that are not continued or replaced with similar awards upon the occurrence of a change-in-control, which awards would vest upon a change-in-control). The agreements also contain a “best-of-net” provision, so that, in the event excise taxes would be imposed on payments under the agreements, the NEO will, at his or her discretion, either (1) pay the excise tax without assistance from the Company or (2) have the payments reduced to an amount at which an excise tax would no longer be payable. In addition, for Ms. Zakas and Mr. Heinrichs, pursuant to the applicable letter agreement dated August 21, 2023, entered into in connection with the 2023 leadership transitions discussed in “— Leadership Transition Compensation Matters,” if the executive ’s employment is terminated by the Company without Cause (as defined in the applicable agreement) or the executive resigns for Good Reason (as defined in the applicable agreement) within 24 months following the CEO Transition Date, that will be treated as a Qualifying Termination (as defined in the applicable change-in-control agreement), resulting in change-in-control benefits. The Company provides NEOs without a change-in-control agreement with change-in-control benefits via the Company's executive severance plan approved by the Compensation Committee and instituted by the Company in January 2020. For applicable employees, the executive severance plan provides, upon a change-in-control, for vesting of outstanding equity-based awards if a replacement award (as defined in the executive severance plan) is not available and for payment of severance amounts if the executive’s employment is involuntarily terminated (other than for Cause or for termination for Good Reason as defined in the agreement) within 24 months following a change-in-control, i.e., a “double trigger.”

  73. RISK AND INCENTIVE COMPENSATION

    RISK AND INCENTIVE COMPENSATION The Compensation Committee has conducted an assessment of our compensation policies and practices and does not believe these policies and practices are reasonably likely to have a material adverse effect on us. This assessment included a review of the risk profile of our compensation policies and practices for all employees. To facilitate its review, the Compensation Committee engaged its compensation consultant to review our compensation structure to identify design elements that might encourage excessive risk taking. The compensation consultant discussed its review and conclusions with the Compensation Committee. In conducting its review, the Compensation Committee noted several policies and practices that mitigate risk, including: •Using multiple performance measures in annual incentive awards and capping payout levels; •Maintaining the ability to reduce annual incentive awards, based on its independent judgment; •Using multiple long-term incentive vehicles; •Using overlapping multi-year award cycles in connection with performance shares and capping payout levels; and •Maintaining stock ownership guidelines, an anti-hedging policy, an anti-pledging policy and a clawback policy.

  74. ROLE OF COMPENSATION CONSULTANT IN COMPENSATION DECISIONS

    ROLE OF COMPENSATION CONSULTANT IN COMPENSATION DECISIONS The Compensation Committee has sole authority to select and retain a compensation consultant, including authority to approve fees and retention terms. For fiscal 2023, the Compensation Committee retained Farient Advisors, LLC as its compensation consultant. The Compensation Committee reviews the performance of its compensation consultant annually. In fiscal 2023, the compensation consultant’s responsibilities included, but were not limited to: •Providing recommendations regarding the composition of our Peer Group; •Preparing and analyzing Peer Group compensation and plan design data; •Reviewing and advising on the performance measures to be used in incentive awards; •Valuing equity-based awards; and •Reviewing and advising on principal aspects of executive and non-employee director compensation, including base salaries, bonuses, perquisites and equity-based awards for executives, and cash compensation and equity-based awards for non-employee directors. The Compensation Committee considered the independence of its compensation consultant in light of NYSE listing standards. The Compensation Committee requested and received a letter from the compensation consultant addressing its independence, including the factors described below: •Other services provided to us by the consultant; •Fees paid by us as a percentage of the consultant’s total revenue; •Policies or procedures maintained by the consultant that are designed to prevent a conflict of interest; •Any business or personal relationships between the individual consultants involved in the engagement and a member of the Compensation Committee; •Any Common Stock owned by the individual consultants involved in the engagement; and •Any business or personal relationships between our executives and the consultant or the individual consultants involved in the engagement. The Compensation Committee took into account these considerations, along with other factors relevant to the compensation consultant’s independence from management, and concluded the compensation consultant is independent and the engagement of the compensation consultant and the services rendered by the compensation consultant did not raise any conflict of interest.

  75. Summary Compensation Table

    Summary Compensation Table The amounts reported in the following table, including base salary, annual and long-term incentive amounts, benefits and perquisites, are described more fully under “Compensation Discussion and Analysis.”

  76. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary(1) ($) | Bonus(2) ($) | Stock Awards(3) ($) | Option Awards(4) ($) | Non-Equity Incentive Plan Compensation(5) ($) | All Other Compensation(6) ($) | Total ($) | | Marietta Edmunds Zakas President and Chief Executive Officer | 2023 | 512,109 | 1,430,000 | 2,135,843 | 212,492 | 223,871 | 56,439 | 4,570,754 | | | 2022 | 448,672 | — | 642,729 | 163,879 | 280,528 | 54,270 | 1,590,078 | | | 2021 | 432,791 | — | 816,844 | 147,965 | 443,070 | 46,968 | 1,887,638 | | J. Scott Hall Former President and Chief Executive Officer; Senior Advisor | 2023 | 878,882 | — | 2,491,167 | 749,993 | 881,507 | 205,298 | 5,206,847 | | | 2022 | 844,227 | — | 2,470,487 | 643,742 | 791,767 | 56,873 | 4,807,096 | | | 2021 | 821,821 | — | 2,910,266 | 540,491 | 1,223,178 | 53,275 | 5,549,031 | | Steven S. Heinrichs Executive Vice President, Chief Financial Officer and Chief Legal and Compliance Officer | 2023 | 477,190 | 200,000 | 1,518,869 | 156,249 | 175,803 | 54,101 | 2,582,212 | | | 2022 | 454,191 | — | 502,452 | 128,111 | 243,410 | 46,322 | 1,374,485 | | | 2021 | 440,241 | — | 642,337 | 116,232 | 386,312 | 43,816 | 1,628,938 | | Paul McAndrew Executive Vice President and Chief Operating Officer | 2023 | 306,096 | 200,000 | 1,673,553 | 112,497 | 97,316 | 176,661 | 2,566,123 | | | 2022 | — | — | — | — | — | — | — | | | 2021 | — | — | — | — | — | — | — | | Todd P. Helms Senior Vice President and Chief Human Resources Officer | 2023 | 379,606 | — | 423,605 | 112,497 | 127,821 | 33,546 | 1,077,075 | | | 2022 | 367,670 | — | 349,316 | 89,677 | 197,041 | 29,505 | 1,033,209 | | | 2021 | 355,801 | — | 360,161 | 81,362 | 312,216 | 31,484 | 1,141,023 | | Kenji Takeuchi Senior Vice President, Water Management Solutions | 2023 | 379,891 | — | 473,592 | 112,497 | 176,857 | 24,260 | 1,167,097 | | | 2022 | 370,061 | — | 346,808 | 90,120 | 168,359 | 19,507 | 994,855 | | | 2021 | 356,962 | — | 311,731 | 69,732 | 234,925 | 19,466 | 992,816 |

  77. Summary Compensation Table

    (1)Generally, salaries for the NEOs are adjusted annually and are effective on February 1st of each year. On August 21, 2023, Ms. Zakas was appointed President and CEO, Mr. Heinrichs was appointed Executive Vice President, Chief Financial Officer and Chief Legal and Compliance Officer and Mr. McAndrew was appointed Executive Vice President and Chief Operating Officer. Mr. Hall served as President and CEO through August 21, 2023 and continues to serve as Senior Advisor. See “Compensation Discussion and Analysis — Leadership Transition Compensation Matters” for information regarding NEO compensation changes during fiscal 2023. (2)In connection with the management transitions discussed in “Compensation Discussion and Analysis — Leadership Transition Compensation Matters” above, Ms. Zakas received a restricted cash retention award of $1,430,000 with repayment obligations lapsing with respect to 20% of the amount on the grant date and the repayment obligations lapsing with respect to the remainder in equal parts on each of the first four six-month anniversaries of August 24, 2023, subject to a continued service requirement with certain exceptions; Messrs. Heinrichs and McAndrew each received a restricted cash retention award in the amount of $1,000,000, with 20% of the amount being paid on the grant date and the remainder to be paid on each of the first four six-month anniversaries of August 24, 2023, subject to a continued service requirement with certain exceptions; and Messrs. Takeuchi and Helms received a restricted cash retention award in the amount of $100,000 and $50,000, respectively, being paid in equal amounts on the next two anniversaries of August 24, 2023, subject to a continued service requirement with certain exceptions. (3)“Stock Awards” comprise RSUs, Market Units and ROIC Units. All RSUs, Market Units and ROIC Units are granted on the date of award. For fiscal 2023, the Stock Awards amounts include the aggregate grant date fair values of RSUs, Market Units and ROIC Units granted in fiscal 2023. The dollar amounts shown for Stock Awards represent the aggregate grant date fair values calculated in accordance with ASC 718, Stock Compensation. See “Compensation Discussion and Analysis — Compensation Elements — Long-Term Equity-Based Compensation” for more information. In addition to the annual incentive stock award grants in November 2022 and in connection with the management transitions discussed in “Compensation Discussion and Analysis — Leadership Transition Compensation Matters” above, Stock Awards include the equity portion of the retention awards granted in August 2023. See Grants of Plan-Based Awards Table below. (4)“Option Awards” comprise stock options. All stock amounts for the awards represent the grant date fair value of stock options granted under the Stock Plan to each of the NEOs, calculated in accordance with ASC Topic 718. For more information regarding how the Company calculated these amounts, see the audited financial statements contained in our Annual Report on Form 10-K for fiscal 2023. The calculated compensation expense of the option awards recognized for financial reporting purposes will vary from the actual amount ultimately realized by the NEOs due to stock price fluctuations and timing factors related to the NEO’s realization of value from the option. For value actually received upon exercise of options by the NEOs in 2023, refer to the 2023 Option Exercises and Stock Vested table below. See the “Compensation Discussion and Analysis — Compensation Elements — Long-Term Equity-Based Compensation” for more information. (5)Amounts reflect annual non-equity incentive plan compensation awards earned by our NEOs based on Company financial performance along with ESG-related objectives and segment performance, as applicable. The amounts earned for fiscal 2023 were paid in December 2023. See “Compensation Discussion and Analysis — Compensation Elements — Annual Cash Incentive Awards” for more information. For fiscal 2023, in connection with the 2023 leadership transitions (see “Proposal Two - Advisory Vote to Approve Executive Compensation — 2023 Leadership Transitions”), Mr. Hall received an annual bonus based on target performance and prorated based on the number of days he served as CEO of the Company during fiscal 2023. (6)Amounts reflect the combined value of each NEO’s perquisites and compensation that is not otherwise reflected in the Summary Compensation Table. Amounts for fiscal 2023 are described in “— Summary Compensation Table — All Other Compensation” below.

  78. Summary Compensation Table - All Other Compensation

    Summary Compensation Table - All Other Compensation The following table provides additional detail regarding the amounts presented in the “All Other Compensation” column in the Summary Compensation Table for fiscal 2023.

  79. Summary Compensation Table - All Other Compensation

    | Name | Vehicle Allowance ($) | Financial Planning(1) ($) | Contributions to 401(k) Plans ($) | Life and Long-Term Disability Insurance ($) | Other(2) ($) | Total ($) | | Marietta Edmunds Zakas | 18,688 | 7,500 | 16,500 | 13,751 | — | 56,439 | | J. Scott Hall | 21,000 | — | 16,500 | 17,798 | 150,000 | 205,298 | | Steven S. Heinrichs | 18,000 | 7,500 | 16,500 | 9,540 | 2,561 | 54,101 | | Paul McAndrew | 2,063 | 1,260 | 14,935 | 2,966 | 155,437 | 176,661 | | Todd P. Helms | — | 7,500 | 15,678 | 7,807 | 2,561 | 33,546 | | Kenji Takeuchi | — | — | 15,560 | 4,984 | 3,716 | 24,260 |

  80. Summary Compensation Table - All Other Compensation

    (1)NEOs are entitled to reimbursement of up to $7,500 for annual financial planning ($10,000 for the CEO). (2)Other compensation for Messrs. Heinrichs, Helms and Takeuchi consists of reimbursement of annual physical exam expenses. For Mr. Hall, other compensation includes severance payment installments pursuant to his separation and transition agreement. For Mr. McAndrew, other compensation includes relocation reimbursements and expenses.

  81. Grants of Plan-Based Awards Table

    Grants of Plan-Based Awards Table The following table summarizes the fiscal 2023 annual incentive grants made to our NEOs on November 29, 2022 and the grants made to our NEOs on August 24, 2023 related to the 2023 leadership transitions (see “Proposal Two - Advisory Vote to Approve Executive Compensation — 2023 Leadership Transitions”) on a grant-by-grant basis. Each of the equity-based awards granted during fiscal 2023 and reported in the following table was granted under, and is subject to the terms of, the Stock Plan.

  82. Grants of Plan-Based Awards Table

    | FISCAL 2023 GRANTS OF PLAN-BASED AWARDS TABLE |

  83. Grants of Plan-Based Awards Table

    | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Issuance of Shares Under Equity Incentive Plans | | | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh)(8) | All Other Stock-Based Awards (#) | Grant Date Fair Value of Stock-Based Awards ($)(9) | | Name | Award Date | Minimum ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Marietta Edmunds Zakas | (1) | — | 398,915 | 797,829 | | | | | | | | | | 8/24/2023(2) | | | | | | | | | 105,847 | 1,429,993 | | | 11/29/2022(3) | | | | | | | | | 18,624 | 212,500 | | | 11/29/2022(4) | | | | 9,312 | 18,624 | 37,248 | | | | 280,850 | | | 11/29/2022(5) | | | | 9,312 | 18,624 | 37,248 | | | | 212,500 | | | 11/29/2022(6) | | | | | | | 64,197 | 11.41 | | 212,492 | | J. Scott Hall | (1) | — | 881,507 | — | | | | | | | | | | 11/29/2022(3) | | | | | | | | | 65,730 | 749,979 | | | 11/29/2022(4) | | | | 32,865 | 65,730 | 131,460 | | | | 991,208 | | | 11/29/2022(5) | | | | 32,865 | 65,730 | 131,460 | | | | 749,979 | | | 11/29/2022(6) | | | | | | | 226,584 | 11.41 | | 749,993 | | Steven S. Heinrichs | (1) | — | 313,263 | 626,525 | | | | | | | | | | 8/24/2023(2) | | | | | | | | | 74,015 | 999,943 | | | 11/29/2022(3) | | | | | | | | | 13,692 | 156,226 | | | 11/29/2022(4) | | | | 6,846 | 13,692 | 27,384 | | | | 206,475 | | | 11/29/2022(5) | | | | 6,846 | 13,692 | 27,384 | | | | 156,226 | | | 11/29/2022(6) | | | | | | | 47,205 | 11.41 | | 156,249 | | Paul McAndrew | (1) | — | 173,408 | 346,815 | | | | | | | | | | 8/24/2023(2) | | | | | | | | | 74,015 | 999,943 | | | 11/29/2022(7) | | | | | | | | | 26,292 | 299,992 | | | 11/29/2022(3) | | | | | | | | | 9,858 | 112,480 | | | 11/29/2022(4) | | | | 4,929 | 9,858 | 19,716 | | | | 148,659 | | | 11/29/2022(5) | | | | 4,929 | 9,858 | 19,716 | | | | 112,480 | | | 11/29/2022(6) | | | | | | | 33,987 | 11.41 | | 112,497 | | Todd P. Helms | (1) | — | 227,764 | 455,527 | | | | | | | | | | 8/24/2023(2) | | | | | | | | | 3,700 | 49,987 | | | 11/29/2022(3) | | | | | | | | | 9,858 | 112,480 | | | 11/29/2022(4) | | | | 4,929 | 9,858 | 19,716 | | | | 148,659 | | | 11/29/2022(5) | | | | 4,929 | 9,858 | 19,716 | | | | 112,480 | | | 11/29/2022(6) | | | | | | | 33,987 | 11.41 | | 112,497 | | Kenji Takeuchi | (1) | — | 208,940 | 417,880 | | | | | | | | | | 8/24/2023(2) | | | | | | | | | 7,400 | 99,974 | | | 11/29/2022(3) | | | | | | | | | 9,858 | 112,480 | | | 11/29/2022(4) | | | | 4,929 | 9,858 | 19,716 | | | | 148,659 | | | 11/29/2022(5) | | | | 4,929 | 9,858 | 19,716 | | | | 112,480 | | | 11/29/2022(6) | | | | | | | 33,987 | 11.41 | | 112,497 |

  84. Grants of Plan-Based Awards Table

    (1)Amounts represent the range of possible cash payouts for fiscal 2023 awards under the annual cash incentive plan as described in “Compensation Discussion and Analysis — Compensation Elements — Annual Cash Incentive Awards.” The amounts that were earned based on actual performance for fiscal 2023 were paid in December 2023 and are shown in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. For fiscal 2023, in connection with the 2023 leadership transitions (see “Compensation Discussion and Analysis — Leadership Transition Compensation Matters.”), Mr. Hall received an annual bonus based on target performance and prorated based on the number of days he served as CEO of the Company during fiscal 2023. (2)These units represent time-based RSUs. Each RSU entitles the grantee to receive one share of Common Stock upon vesting. In connection with the management transitions discussed in section “Proposal Two — Advisory Vote to Approve Executive Compensation — 2023 Leadership Transitions” above, Ms. Zakas received a grant of Company Common Stock of $1,430,000, which vested 100% on the date of award, subject to restrictions that lapsed with respect to 20% of the award on the award date and will lapse with respect to the remainder in equal parts on each of the first four six-month anniversaries of the award date, subject to a continued service requirement with certain exceptions; Messrs. Heinrichs and McAndrew each received a RSU equity grant of $1,000,000, with 20% of the RSUs vesting on the award date and the remainder vesting in equal parts on each of the first four six-month anniversaries of the award date, subject to a continued service requirement with certain exceptions; Messrs. Takeuchi and Helms received a RSU equity grant of $100,000 and $50,000, respectively, vesting in equal amounts on the next two anniversaries of the award date, subject to a continued service requirement with certain exceptions. (3)Represents time-based RSUs. Each RSU entitles the grantee to receive one share of Common Stock upon vesting. The RSUs generally vest in equal installments on the first, second and third anniversaries of the award date. See “Compensation Discussion and Analysis — Compensation Elements — Long-Term Equity-Based Compensation — Time-Based Restricted Stock Units” for more information. (4)Represents the range of shares of Common Stock that may vest after the end of the three-year cumulative award period applicable to a PRSU award based solely on rTSR performance goals established in fiscal 2023, i.e., Market Units, assuming achievement of threshold, target and maximum performance. See “Compensation Discussion and Analysis — Compensation Elements — Long-Term Equity-Based Compensation — Performance-Based Restricted Stock Units” for more information. (5)Represents the range of shares of Common Stock that may vest after the end of the three-year cumulative award period applicable to a PRSU award based solely on ROIC performance goals established in fiscal 2023, i.e., ROIC Units, assuming achievement of threshold, target and maximum performance. See “Compensation Discussion and Analysis — Compensation Elements — Long-Term Equity-Based Compensation — Performance-Based Restricted Stock Units” for more information. (6)Represents stock options. Upon vesting, each stock option entitles the NEO to purchase one share of our common stock at a specified exercise price. These stock options generally vest in equal installments on the first, second and third anniversary of the date of award. Once vested, options will generally remain exercisable until their normal expiration dates, which are ten years from the grant date. Grantees generally have ninety days to exercise any vested options upon termination of employment. This period is extended to one year in the event termination results from death and disability and two years in the case of retirement. All outstanding options will immediately terminate if the grantee is terminated for cause. (7)Represents time-based RSUs. Each RSU entitles the grantee to receive one share of Common Stock upon vesting. In connection with his hiring, Mr. McAndrew received an initial bonus RSU award in the amount of $300,000, which vests one-third on the first anniversary of the award date and two-thirds on the second anniversary of the award date. (8)Each stock option granted during fiscal 2023 was granted with a per-share exercise price equal to the closing price of the underlying common stock on the NYSE on the award date. (9)See footnote 3 and footnote 4 to the “Summary Compensation Table” for a description of the methods used to determine grant date fair value of equity-based awards.

  85. Outstanding Equity Awards Table

    Outstanding Equity Awards Table The following table sets forth information detailing the outstanding unexercised options and unvested RSUs and PRSUs held by each of our NEOs at September 30, 2023.

  86. Outstanding Equity Awards Table

    | | | Option Awards | | | | Stock Awards | | | | | | | Number of Securities Underlying Options (#) | | Option Exercise Price ($)(1) | Option Expiration Date | Number of Shares or RSUs That Have Not Vested (#)(2) | Market Value of Shares or RSUs That Have Not Vested ($)(3) | Number of Performance Units That Have Not Vested (#)(4) | Market Value of Performance Units That Have Not Vested ($)(3) | | Name | Award Date | Exercisable | Unexercisable | | | | | | | | Marietta Edmunds Zakas | 12/02/20(5) | | | | | 4,472 | 56,705 | | | | | 12/02/20(6) | 32,342 | 16,171 | 11.86 | 12/02/30 | | | | | | | 11/30/21(7) | | | | | 8,010 | 101,567 | | | | | 11/30/21(8) | | | | | | | 24,030 | 304,700 | | | 11/30/21(9) | 15,926 | 31,852 | 13.64 | 11/29/31 | | | | | | | 11/29/22(10) | | | | | 18,624 | 236,152 | | | | | 11/29/22(11) | | | | | | | 18,624 | 236,152 | | | 11/29/22(12) | | | | | | | 18,624 | 236,152 | | | 11/29/22(13) | — | 64,197 | 11.41 | 11/29/32 | | | | | | | 08/24/23(16) | | | | | 84,677 | 1,073,704 | | |

  87. Outstanding Equity Awards Table

    | | | Option Awards | | | | Stock Awards | | | | | | | Number of Securities Underlying Options (#) | | Option Exercise Price ($)(1) | Option Expiration Date | Number of Shares or RSUs That Have Not Vested (#)(2) | Market Value of Shares or RSUs That Have Not Vested ($)(3) | Number of Performance Units That Have Not Vested (#)(4) | Market Value of Performance Units That Have Not Vested ($)(3) | | Name | Award Date | Exercisable | Unexercisable | | | | | | | | J. Scott Hall | 12/02/20(5) | | | | | 16,336 | 207,140 | | | | | 12/02/20(6) | 118,140 | 59,070 | 11.86 | 12/02/30 | | | | | | | 11/30/21(7) | | | | | 31,462 | 398,938 | | | | | 11/30/21(8) | | | | | | | 94,391 | 1,196,878 | | | 11/30/21(9) | 62,560 | 125,120 | 13.64 | 11/29/31 | | | | | | | 11/29/22(10) | | | | | 65,730 | 833,456 | | | | | 11/29/22(11) | | | | | | | 65,730 | 833,456 | | | 11/29/22(12) | | | | | | | 65,730 | 833,456 | | | 11/29/22(13) | — | 226,584 | 11.41 | 11/29/32 | | | | | | Steven S. Heinrichs | 12/02/20(5) | | | | | 3,513 | 44,545 | | | | | 12/02/20(6) | 25,406 | 12,703 | 11.86 | 12/02/30 | | | | | | | 11/30/21(7) | | | | | 6,260 | 79,377 | | | | | 11/30/21(8) | | | | | | | 18,785 | 238,194 | | | 11/30/21(9) | 12,450 | 24,900 | 13.64 | 11/29/31 | | | | | | | 11/29/22(10) | | | | | 13,692 | 173,615 | | | | | 11/29/22(11) | | | | | | | 13,692 | 173,615 | | | 11/29/22(12) | | | | | | | 13,692 | 173,615 | | | 11/29/22(13) | — | 47,205 | 11.41 | 11/29/32 | | | | | | | 08/24/23(14) | | | | | 59,212 | 750,808 | | | | Paul McAndrew | 11/29/22(15) | | | | | 26,292 | 333,383 | | | | | 11/29/22(10) | | | | | 9,858 | 124,999 | | | | | 11/29/22(11) | | | | | | | 9,858 | 124,999 | | | 11/29/22(12) | | | | | | | 9,858 | 124,999 | | | 11/29/22(13) | — | 33,987 | 11.41 | 11/29/32 | | | | | | | 08/24/23(14) | | | | | 59,212 | 750,808 | | | | Todd P. Helms | 12/02/20(5) | | | | | 2,459 | 31,180 | | | | | 12/02/20(6) | 17,784 | 8,892 | 11.86 | 12/02/30 | | | | | | | 11/30/21(7) | | | | | 4,382 | 55,564 | | | | | 11/30/21(8) | | | | | | | 13,149 | 166,729 | | | 11/30/21(9) | 8,715 | 17,430 | 13.64 | 11/29/31 | | | | | | | 11/29/22(10) | | | | | 9,858 | 124,999 | | | | | 11/29/22(11) | | | | | | | 9,858 | 124,999 | | | 11/29/22(12) | | | | | | | 9,858 | 124,999 | | | 11/29/22(13) | — | 33,987 | 11.41 | 11/29/32 | | | | | | | 08/24/23(14) | | | | | 3,700 | 46,916 | | | | Kenji Takeuchi | 12/02/20(5) | | | | | 2,107 | 26,717 | | | | | 12/02/20(6) | 15,242 | 7,621 | 11.86 | 12/02/30 | | | | | | | 11/30/21(7) | | | | | 4,404 | 55,843 | | | | | 11/30/21(8) | | | | | | | 13,214 | 167,554 | | | 11/30/21(9) | 8,758 | 17,516 | 13.64 | 11/29/31 | | | | | | | 11/29/22(10) | | | | | 9,858 | 124,999 | | | | | 11/29/22(11) | | | | | | | 9,858 | 124,999 | | | 11/29/22(12) | | | | | | | 9,858 | 124,999 | | | 11/29/22(13) | — | 33,987 | 11.41 | 11/29/32 | | | | | | | 08/24/23(14) | | | | | 7,400 | 93,832 | | |

  88. Outstanding Equity Awards Table

    (1)Option exercise prices are equal to the closing price of Common Stock on the NYSE on the respective grant dates. (2)This column includes unvested RSUs and outstanding Common Stock subject to repurchase obligation. RSUs generally vest in equal installments on the first, second and third anniversaries of the respective award dates. (3)Market value for units in this column is calculated by multiplying the number of RSUs or PRSUs that have not vested by the closing price of Common Stock on the NYSE on September 29, 2023 of $12.68 per share, the last trading day of the fiscal year. (4)This column includes unvested annual incentive performance units based upon the applicable performance metric specified. (5)This row includes annual incentive RSUs awarded in fiscal 2021 in accordance with the Stock Plan. (6)This row includes unexercised annual incentive stock options awarded in fiscal 2021. Stock options vest in equal installments on the first, second and third anniversaries of the respective grant dates. (7)This row includes annual incentive RSUs awarded in fiscal 2022 in accordance with the Stock Plan. (8)This row includes annual incentive Market Units awarded in fiscal 2022 for a cumulative three-year award cycle (fiscal 2022 through fiscal 2024). The PRSUs shown assume target performance for the award cycle. See “Compensation Discussion and Analysis — Compensation Elements — Long-Term Equity-Based Compensation — Performance-Based Restricted Stock Units.” (9)This row includes unexercised annual incentive stock options awarded in fiscal 2022. Stock options vest in equal installments on the first, second and third anniversaries of the respective award dates. (10)This row includes annual incentive RSUs awarded in fiscal 2023 in accordance with the Stock Plan. (11)This row includes annual incentive Market Units awarded in fiscal 2023 for a three-year award cycle (fiscal 2023 through fiscal 2025) in accordance with the Stock Plan. The PRSUs shown assume target performance for the award cycle. See “Compensation Discussion and Analysis — Compensation Elements — Long-Term Equity-Based Compensation — Performance-Based Restricted Stock Units.” (12)This row includes annual incentive ROIC Units awarded in fiscal 2023 for a three-year award cycle (fiscal 2023 through fiscal 2025) in accordance with the Stock Plan. The PRSUs shown assume target performance for the award cycle. See “Compensation Discussion and Analysis — Compensation Elements — Long-Term Equity-Based Compensation — Performance-Based Restricted Stock Units.” (13)This row includes annual incentive unexercised stock options awarded in fiscal 2023. Stock options vest in equal installments on the first, second and third anniversaries of the respective award dates. (14)In connection with the management transitions discussed in section “Proposal Two - Advisory Vote to Approve Executive Compensation — 2023 Leadership Transitions” above, Messrs. Heinrichs and McAndrew each received a RSU equity grant of $1,000,000, with 20% of the RSUs vesting on the award date and the remainder vesting in equal parts on each of the first four six-month anniversaries of the award date, subject to a continued service requirement with certain exceptions; Messrs. Takeuchi and Helms received a RSU equity grant of $100,000 and $50,000, respectively, vesting in equal amounts on the next two anniversaries of the award date, subject to a continued service requirement with certain exceptions. All RSUs were awarded in accordance with the Stock Plan. (15)In connection with his hiring, Mr. McAndrew received an initial bonus RSU award in the amount of $300,000, which vests one-third on the first anniversary of the award date and two-thirds on the second anniversary of the award date. All RSUs were awarded in accordance with the Stock Plan. (16)Represents outstanding Common Stock subject to a repayment obligation. The repayment obligation does not apply to 20% of the transition grant to Ms. Zakas upon the grant date, and subject to her continued employment through the applicable date, the repayment obligation will cease to apply with respect to an additional 20% of the transition grant on each of the first four six-month anniversaries of August 24, 2023.

  89. Option Exercises and Stock Vested Table

    Option Exercises and Stock Vested Table The following table shows stock options exercised and RSUs and PRSUs vested during fiscal 2023.

  90. Option Exercises and Stock Vested Table

    | | Option Awards | | Stock/RSU Awards | | PRSU Awards(3) | | | Name | Number of Shares Acquired on Exercise | Value Realized on Exercise(1) ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(2) ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(2) ($) | | Marietta Edmunds Zakas | — | — | 35,153 | 449,066 | 19,454 | 246,677 | | J. Scott Hall | — | — | 50,717 | 591,525 | 98,018 | 1,242,868 | | Steven S. Heinrichs | — | — | 25,753 | 327,680 | 15,282 | 193,776 | | Paul McAndrew | — | — | 14,803 | 199,989 | — | — | | Todd P. Helms | — | — | 7,533 | 94,428 | 10,697 | 135,638 | | Kenji Takeuchi | — | — | 6,973 | 81,308 | 9,169 | 116,263 |

  91. Option Exercises and Stock Vested Table

    (1)Calculated by subtracting the exercise price of the option from the actual trade value of the share on exercise, multiplied by the number of options exercised. (2)Calculated as the closing price of Common Stock on the NYSE on the vesting date multiplied by the number of RSUs or PRSUs that vested. (3)Consists solely of Market Units. In accordance with Mr. Hall’s transition and separation agreement, his PRSU units vested at target performance for the applicable performance period.

  92. Potential Payments Upon Termination or Change-in-Control

    Potential Payments Upon Termination or Change-in-Control The following table sets forth the potential benefits each NEO, other than Mr. Hall, would be entitled to receive upon termination of employment in the situations outlined below. The NEO would not be entitled to the severance benefits described below if she or he terminates employment without Good Reason or is terminated for Cause, except as otherwise noted. The amounts shown are estimates and do not necessarily reflect the actual amounts that would be paid to the NEOs, which would only be known at the time they become eligible for payment. The amounts shown are the amounts that could be payable under existing plans and arrangements if the NEO’s employment had terminated on September 30, 2023. The termination events pursuant to which the NEOs, other than Mr. Hall, are entitled to potential payments are as follows: A - Severance arrangement for termination without Cause or for Good Reason B - Termination without Cause or resignation with Good Reason after a change-in-control C - Death, disability or retirement

  93. Potential Payments Upon Termination or Change-in-Control

    | POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL TABLE | | | | | | | | | Name | | Cash Severance ($) | Bonus Earned as of Event Date(1) ($) | Vesting of Unvested Long-Term Awards(2) ($) | Health, Welfare and Other Benefits Continuation(3) ($) | Outplacement(4) ($) | Total ($) | | Marietta Edmunds Zakas | A | 2,769,231(5) | 223,871 | — | 75,659 | 25,000 | 3,093,761 | | | B | 3,965,976(6) | 223,871 | 2,339,923 | 150,629 | 315,000 | 6,995,399 | | | C | —(7) | — | 2,339,923 | — | — | 2,339,923 |

  94. Potential Payments Upon Termination or Change-in-Control

    | Steven S. Heinrichs | A | 1,486,058(5) | 175,803 | — | 3,870 | 25,000 | 1,690,731 | | | B | 2,632,097(6) | 175,803 | 1,704,134 | 135,068 | 192,500 | 4,839,602 | | | C | — | — | 1,704,134 | — | — | 1,704,134 | | Paul McAndrew | A | 1,215,865 | 97,316 | — | 1,656 | 25,000 | 1,339,837 | | | B | 1,281,431 | 97,316 | 1,502,352 | 125,711 | 157,500 | 3,164,310 | | | C | — | — | 1,502,352 | — | — | 1,502,352 | | Todd P. Helms | A | 540,680(5) | 127,821 | — | 26,353 | 25,000 | 719,854 | | | B | 868,387(6) | 127,821 | 725,842 | 26,353 | 25,000 | 1,773,403 | | | C | — | — | 725,842 | — | — | 725,842 | | Kenji Takeuchi | A | 588,692(5) | 176,857 | — | 24,676 | 25,000 | 815,225 | | | B | 829,715(6) | 176,857 | 768,356 | 24,676 | 25,000 | 1,824,604 | | | C | — | — | 768,356 | — | — | 768,356 |

  95. Potential Payments Upon Termination or Change-in-Control

    (1)Each current NEO is entitled to a pro rata share of the current fiscal year bonus in the event of termination without Cause or after a change-in-control. Amounts in this table assume a termination date of September 30, 2023 and represent the actual bonus paid for fiscal 2023 since this amount would not have otherwise been paid at that date. (2)The value of stock options is the difference between the closing price of Common Stock on September 29, 2023, the last trading day of the fiscal year, and the option exercise prices per share multiplied by the number of options. The value of RSUs is the closing price of Common Stock on September 29, 2023 multiplied by the number of RSUs. The value of PRSUs reflects the pro rata portion of shares earned during the performance period and payout at target for future performance periods within the award cycle. The closing price of our Common Stock on September 29, 2023 on the NYSE was $12.68. (3)For all current NEOs, excluding Messrs. Helms and Takeuchi, health and welfare benefits are continued for up to 42 months from the separation date based on the current elections and plan terms. (4)Services in Case A (without Cause termination) will be reasonable in our sole discretion. Services in Case B (change-in-control termination) will be provided for up to two years but will not exceed 35% of the base salary at the time of termination for Messrs. McAndrew and Heinrichs and Ms. Zakas or $25,000 for Messrs. Helms and Takeuchi. (5)Cash severance in Case A (without Cause termination) is equal to a percentage of current annual base salary plus accrued vacation. The percentage applicable to Ms. Zakas is 300%. The percentage applicable to Messrs. Heinrichs and McAndrew is 262.5%. The percentage applicable to Messrs. Helms and Takeuchi is 100% plus an amount equal to a pro rata annual incentive bonus calculated at target goals. Other severance benefits, if applicable, are paid in monthly installments over 18 months for each other NEO, together with a lump sum payment of unpaid salary and other benefits. In the case of Ms. Zakas and Mr. Heinrichs, termination without Cause or resignation for Good Reason within two years of the CEO Transition Date would entitle them to the benefits set forth under Case B rather than Case A. See “Compensation Discussion and Analysis — Leadership Transition Compensation Matters” above. (6)Cash severance in Case B (change-in-control termination) for Ms. Zakas and Mr. Heinrichs is equal to three times the sum of annual base salary plus the greater of (i) the annual target bonus and (ii) the average bonus over the last three years, plus accrued vacation. Cash severance in Case B (change-in-control termination) for Mr. McAndrew is equal to two times annual base salary plus two times the greater of (i) the annual target bonus and (ii) the average bonus over the last three years, plus accrued vacation. Cash severance in Case B (change-in-control termination) for Messrs. Helms and Takeuchi is equal to one times annual base salary and target annual incentive bonus plus pro rata target annual incentive bonus, accrued vacation and ancillary medical benefits. Accrued vacation assumes no vacation has been taken. In the case of Ms. Zakas and Mr. Heinrichs, termination without Cause or resignation for Good Reason of Ms. Zakas and/or Mr. Heinrichs within two years of the CEO Transition Date results in change-in-control treatment. See “Compensation Discussion and Analysis — Leadership Transition Compensation Matters” above. (7)In the event that Ms. Zakas is not selected as the permanent CEO and retires within 30 days, she will be entitled to the benefits set forth under Case B rather than Case C. Under Mr. Hall’s transition and separation agreement in connection with our leadership transition, Mr. Hall is entitled to (i) aggregate cash payments equal to $2.7 million, paid in substantially equal installments over 24 months; (ii) a prorated annual bonus for fiscal year 2023, determined based on target performance; (iii) settlement of performance units for the performance period ending September 30, 2023 at the target level; (iv) COBRA continuation coverage (the “Extended Coverage”) for up to 18 months following actual termination of his employment (the “Separation Date”); (v) monthly payments equal to 150% of the applicable monthly COBRA rate (the “150% Payments”) for the coverage that is extended, with such amounts paid regardless whether Mr. Hall elects the Extended Coverage; provided that such payments will cease if Mr. Hall becomes eligible for coverage through another employer; provided further that in the event Mr. Hall’s employment as Senior Advisor ends prior to September 30, 2024, other than due to a termination by the Company for “cause” or Mr. Hall’s voluntary resignation, then, to the extent permitted by the Company’s applicable medical and dental plans, the Extended Coverage and the 150% Payments will continue until the 30-month anniversary of August 21, 2021; (vi) continued group life insurance coverage for 24 months following the Separation Date; and (vii) reasonable and documented expenses related to outplacement services

  96. Pay Versus Performance

    Pay Versus Performance In accordance with Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between compensation of our principal executive officer (“PEO”) and NEOs and certain financial performance measures for the fiscal years ended September 30, 2023, September 30, 2022, and September 30, 2021. For further information on our pay-for-performance philosophy and how executive compensation aligns with the Company’s performance, please refer to the “Compensation Discussion and Analysis” section.

  97. Pay Versus Performance

    | PAY VERSUS PERFORMANCE TABLE | | | | | | | | | | | | | Summary Compensation Table Total for PEO(1,2) ($) | | Compensation Actually Paid to PEO(1,3) ($) | | Average Summary Compensation Table Total for Non-PEO NEOs(1,2) ($) | Average Compensation Actually Paid to Non-PEO NEOs(1,3) ($) | Value of Initial Fixed $100 Investment Based on | | | | | Year | Hall | Zakas | Hall | Zakas | | | TSR(4) ($) | Peer Group TSR(4) ($) | Net Income(5) ($ in millions) | Adjusted EBITDA(6) ($ in millions) | | 2023 | 5,206,847 | 4,570,754 | 6,572,172 | 4,913,760 | 1,848,127 | 2,006,500 | 128.61 | 144.21 | 85.5 | 203.6 | | 2022 | 4,807,096 | N/A | 200,868 | N/A | 1,248,157 | 405,003 | 102.26 | 111.20 | 76.6 | 195.2 | | 2021 | 5,549,031 | N/A | 8,316,738 | N/A | 1,412,604 | 1,825,241 | 148.93 | 140.71 | 70.4 | 204.3 |

  98. Pay Versus Performance

    (1)NEOs included in these columns reflect the following:

  99. Pay Versus Performance

    | Year | PEO | | Non-PEO NEOs | | 2023 | Hall | Zakas | Messrs. Heinrichs, McAndrew, Helms and Takeuchi | | 2022 | Hall | N/A | Ms. Zakas, Messrs. Heinrichs, Helms and Takeuchi | | 2021 | Hall | N/A | Ms. Zakas, Messrs. Heinrichs, Helms and Takeuchi |

  100. Pay Versus Performance

    (2)Amounts reflect the total compensation for our NEOs, as reported in the Summary Compensation Table for each applicable year. (3)In accordance with Item 402(v) of Regulation S-K, the fair values of unvested and outstanding equity awards were remeasured as of the end of each fiscal year, and as of each vesting date, during the years displayed in the tables below. For PRSUs with an rTSR metric, or Market Units, the fair values as of each measurement date (prior to the end of the performance period) were determined using a Monte Carlo simulation pricing model, with assumptions and methodologies that are generally consistent with those used to estimate fair value at grant under GAAP. The range of estimates used in the Monte Carlo calculations are as follows: (i) for 2023, volatility between 30.0% and 30.8% and risk-free rate between 4.9% and 5.3%; (ii) for 2022, volatility between 29.4% and 31.3% and risk-free rate between 4.0% and 4.1%; and (iii) for 2021, volatility between 27.3% and 41.3% and risk-free rate between 0.1% and 0.3%. For PRSUs with a Return on Net Assets metric, fair values reflect the probable outcome of the performance vesting conditions as of each measurement date. For a discussion of the assumptions made in the valuation at grant, see Note 10 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for fiscal 2023. For each fiscal year reflected, the “compensation actually paid” to the PEOs and the average “compensation actually paid” to the non-PEO NEOs reflect the following adjustments made to the total compensation amounts reported in the Summary Compensation Table for each applicable fiscal year, computed in accordance with Item 402(v) of Regulation S-K:

  101. Pay Versus Performance

    | | Hall | | | Zakas | | | 2023 | 2022 | 2021 | 2023 | | | ($) | ($) | ($) | ($) | | Summary Compensation Table (“SCT”) total for PEO | 5,206,847 | 4,807,096 | 5,549,031 | 4,570,754 | | Deduction for amounts reported under the “Stock Awards” column in the SCT | (2,491,167) | (2,470,487) | (2,910,266) | (2,135,843) | | Deduction for amounts reported under the “Option Awards” column in the SCT | (749,993) | (643,742) | (540,491) | (212,492) | | Year end fair value of equity awards granted in the year | 3,767,445 | 1,815,901 | 3,703,766 | 1,067,456 | | Change in fair value of outstanding and unvested equity awards | 292,419 | (1,778,793) | 1,257,887 | 75,822 | | Fair value as of vesting date of equity awards granted and vested in the year | — | — | — | 1,429,993 | | Change in fair value of equity awards granted in prior years that vested in the year | 546,621 | (1,529,107) | 1,256,811 | 118,070 | | Fair value of equity awards that failed to meet vesting conditions in the year | — | — | — | — | | Value of dividends on stock awards | — | — | — | — | | Compensation actually paid | 6,572,172 | 200,868 | 8,316,738 | 4,913,760 |

  102. Pay Versus Performance

    | | 2023 | 2022 | 2021 | | | ($) | ($) | ($) | | Average Summary Compensation Table (“SCT”) total for non-PEO NEOs | 1,848,127 | 1,248,157 | 1,412,604 | | Deduction for amounts reported under the “Stock Awards” column in the SCT | (1,022,405) | (460,326) | (532,768) | | Deduction for amounts reported under the “Option Awards” column in the SCT | (123,435) | (117,947) | (103,823) | | Year end fair value of equity awards granted in the year | 1,113,928 | 332,704 | 602,147 | | Change in fair value of outstanding and unvested equity awards | 35,257 | (277,366) | 271,233 | | Fair value as of vesting date of equity awards granted and vested in the year | 99,995 | — | — | | Change in fair value of equity awards granted in prior years that vested in the year | 55,034 | (320,219) | 175,848 | | Fair value of equity awards that failed to meet vesting conditions in the year | — | — | — | | Value of dividends on stock awards | — | — | — | | Average Compensation actually paid | 2,006,500 | 405,003 | 1,825,241 |

  103. Pay Versus Performance

    (4)Company TSR and Peer Group TSR reflected in these columns for each applicable fiscal year are calculated based on a fixed investment of $100 at the applicable measurement point on the same cumulative basis as is used in Item 201(e) of Regulation S-K. Peer Group TSR for each applicable fiscal year uses the Dow Jones U.S. Building Materials & Fixtures Index as disclosed in our annual report on Form 10K for fiscal year ended 2023 pursuant to Item 201(e) of Regulation S-K. Historical stock performance is not necessarily indicative of future stock performance. (5)Amounts reflect net income calculated in accordance with GAAP as reported in our audited financial statements for the applicable fiscal year. (6)While we use numerous financial and non-financial performance measures to evaluate performance under our compensation programs, Adjusted EBITDA is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used to link compensation actually paid to NEOs, for the most recently completed fiscal year, to Company performance.

  104. CEO Pay Ratio Disclosure

    CEO Pay Ratio Disclosure For fiscal 2023, (i) the annual total compensation of our median employee (excluding our current CEO) was $68,454 and (ii) the annualized total compensation of our current CEO was $4,570,754. Based on this information, the ratio of the annual total compensation of our CEO to that of the median employee is approximately 67 to 1. Our employee population consists of approximately 3,200 employees located throughout the world, with approximately 81% in the United States. To identify the median employee for fiscal 2023, we included all part-time and full-time employees that were employed for any portion of fiscal 2023 so long as they were still actively employed on September 30, 2023. Compensation elements used included regular pay (base salary for exempt population and hourly wages for non-exempt population), bonuses, overtime, shift pay and paid time off. Commissions and executive perquisites were omitted from the median employee selection calculation. Using this methodology, we determined the “median employee” was a full-time, hourly employee located in the United States.