DEF 14A of Mueller Water Products, Inc., Dec 18, 2024

DEF 14A of Mueller Water Products, Inc.

Filed Dec 18, 2024 · FY20240001350593-24-000088

Open on EDGAR

  1. 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 Chief Executive Officer (“CEO”). As part of the Company's Board refreshment plans, Ms. Shirley Franklin and Dr. Lydia Thomas are not renominated for reelection at the Annual Meeting. Messrs. Brian Slobodow and Niclas Ytterdahl are not renominated for reelection at the Annual Meeting. Additionally, Bentina Chisolm Terry and Leland G. Weaver were appointed to the Board as Board Observers, effective December 4, 2024, and are nominated for election at the Annual Meeting. The following table provides summary information about each director nominee. See “The Board of Directors” for more information about each nominee.

  2. Director Nominees

    | Name and Experience | | Age | Director Since | Independent | Board Committees(1) | | | Christian A. Garcia(2) Former Executive Vice President and Chief Financial Officer of BrandSafway | 61 | 2024 | | | | | Thomas J. Hansen Former Vice Chairman of Illinois Tool Works Inc. | 75 | 2011 | | | | | Brian C. Healy(3) Lecturer in Finance at University of Virginia; Former Managing Director and Co-Head of Mergers and Acquisitions – Americas of Morgan Stanley | 54 | 2024 | | | | | Christine Ortiz Morris Cohen Professor of Materials Science and Engineering at Massachusetts Institute of Technology | 54 | 2019 | | | | | Jeffery S. Sharritts(3) Former Executive Vice President and Chief Customer and Partner Officer of Cisco | 56 | 2021 | | | | | Bentina Chisolm Terry(4) President and Chief Executive Officer, Southern Linc and Southern Telecom, Inc. at Southern Company | 54 | New Director Nominee | | | | | Stephen C. Van Arsdell(5) Former Senior Partner of Deloitte LLP Chair and Chief Executive Officer of Deloitte & Touche LLP | 74 | 2019 | | | | | Leland G. Weaver(6) President, Water and Protection of DuPont de Nemours, Inc. | 44 | New Director Nominee | | | | | Marietta Edmunds Zakas Chief Executive Officer of Mueller Water Products, Inc. | 65 | 2023 | | |

  3. Director Nominees

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

  4. Director Nominees

    (1)Anticipated committee assignments upon election at the Annual Meeting. (2)Upon the recommendation of the Nominating and Corporate Governance Committee, in connection with the Board’s refreshment activities, the Board appointed Mr. Garcia to the Board and Audit Committee effective August 1, 2024. If elected at the Annual Meeting, Mr. Garcia will join the Environment, Health and Safety Committee and continue on the Audit Committee. (3)Mr. Sharritts and Mr. Healy will be appointed to chair the Compensation and Human Resources Committee and the Nominating and Corporate Governance Committee, respectively, upon Ms. Franklin’s and Dr. Thomas’ retirement. (4)Upon the recommendation of the Nominating and Corporate Governance Committee, in connection with the Board’s refreshment activities, the Board appointed Ms. Bentina Chisolm Terry as Board Observer effective December 4, 2024. If elected at the Annual Meeting, Ms. Terry will join the Compensation and Human Resources Committee and the Environment, Health and Safety Committee. (5)Mr. Van Arsdell serves as our Non-Executive Chair. See "Proposal One - Election of Nine Directors — Board Structure — Board Leadership Structure” for more information. (6)Upon the recommendation of the Nominating and Corporate Governance Committee in connection with the Board’s refreshment activities, the Board appointed Mr. Leland G. Weaver as Board Observer effective December 4, 2024. If elected at the Annual Meeting, Mr. Weaver will join the Audit Committee and the Capital Allocation and Operations Committee.

  5. 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:

  6. The Board of Directors

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

  7. 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 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 almost 17 years of distinguished service as a director on our Board, Dr. Lydia Thomas will retire at the 2025 Annual Meeting. Dr. Thomas has more than 30 years of experience in senior executive positions with multiple companies, including service as a Chair, President and CEO. Dr. Thomas’ executive experience, combined with her willingness to listen and advise, has been vital to the Company’s success. Her judicious guidance has been a true North Star for helping the Company thrive in the water infrastructure and technology space. As a Board member, Dr. Thomas has served on multiple Board committees, including as Chair of the Environment, Health and Safety Committee from January 2014 to October 2022 and as Chair of the Nominating and Governance Committee since October 2022. Throughout her tenure, she has contributed a broad perspective on business strategy, capital allocation and sustainability. We take this opportunity to thank Dr. Thomas for her many years of service, advice, wisdom and dedication. After 14 years of distinguished service as a director on our Board, Shirley Franklin will retire at the 2025 Annual Meeting. With decades of experience in senior positions, including serving as Mayor of Atlanta, Georgia from 2002 to 2009, Ms. Franklin has provided invaluable leadership, particularly in matters related to the municipal arena. Her expertise in capital management and utility operations has helped the Company excel in key areas. Ms. Franklin has served on multiple Board committees, including as Chair of the Compensation Committee since February 2024. Her acumen in matters of strategy, operations, customer relationships and executive compensation has been key in helping the Company achieve a diverse products and solutions portfolio. We take this opportunity to thank Ms. Franklin for her many years of service, guidance, commitment and insight. As previously disclosed, in accordance with the Cooperation Agreement entered into between the Company and Ancora Catalyst Institutional, LP and certain of its affiliates in October 2022, Brian Slobodow and Niclas Ytterdahl joined the Board. With the expiration of the Cooperation Agreement in August 2024, Messrs. Slobodow and Ytterdahl are not renominated for re-election at the 2025 Annual Meeting. We thank them for their service. In connection with the above and based on the recommendation of the Governance Committee, the Board plans to reduce the size of the Board from eleven to nine directors effective as of the 2025 Annual Meeting. Set forth below is a summary of the key skills and experience reflected in our director nominees.

  8. The Board of Directors

    | SKILLS & EXPERIENCE AND LINK TO STRATEGY | | | | | | | | | | | | | | Garcia | Hansen | Healy | Ortiz | Sharritts | Terry | Van Arsdell | Weaver | 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 | | ✓ | | ✓ | ✓ | ✓ | | | ✓ |

  9. 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 nine individuals nominated for election to the Board will hold office until the 2026 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:

  10. The Board of Directors

    | Christian A. Garcia Age: 61 Independent Director since 2024 Committees: | Key Board Contributions | | | Mr. Garcia has more than 30 years of financial leadership experience in the industrial services, automotive electronics, energy, software and business equipment industries. He has served as Chief Financial Officer to three public companies, overseeing all aspects of finance, including accounting, financial planning, investor relations, treasury and operational finance. Through his executive positions, Mr. Garcia brings strategic planning and corporate growth insights to the Board, gained from his involvement in strategic acquisitions, cost optimization, and business model transformation. Mr. Garcia has broad experience in multiple-part manufacturing from his financial leadership of large global companies, oversight of supply chain operations, and track record of value creation across a number of industrial manufacturing industries. | | | Professional Experience | | | BrandSafway, an industrial services company •Executive Vice President and Chief Financial Officer (2020–2023) Weatherford International (NASDAQ: WFRD), a multinational oilfield services company •Executive Vice President and Chief Financial Officer (2020) Visteon Corporation (NASDAQ: VC), a global automotive electronics manufacturer •Executive Vice President and Chief Financial Officer (2016–2019) Halliburton Company (NYSE: HAL), a global energy company •Senior Vice President and Acting Chief Financial Officer (2015–2016) •Senior Vice President and Chief Accounting Officer (2014–2015) •Senior Vice President and Treasurer (2011–2014) •Senior Vice President, Investor Relations (2008–2011) •Vice President, Operations Finance (2006–2007) •Various Roles (1995–2006) | | Skills and Qualifications •Corporate Governance •Enterprise Risk Management •Executive Leadership/CEO •Financial/Capital Allocation •International Business •Mergers and Acquisitions •Multiple-Part Manufacturing •Strategic Planning | | | | Public Company Boards | | | •Bausch Health Companies (NYSE: BHC) (since 2024) •TETRA Technologies (NYSE: TTI) (since 2023) •Keane Group, Inc. (formerly NYSE: FRAC) (2017–2019) | | | Education | | | •BS, Business Economics, University of the Philippines •MS, Management, Purdue University |

  11. The Board of Directors

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

  12. The Board of Directors

    | Thomas J. Hansen Age: 75 Independent Director since 2011 Committees: | Key Board Contributions | | | With over three-decades of leadership career at a global manufacturing company, Mr. Hansen has a proven track record of corporate value creation and business development. He provides the Board with valuable insights on strategic capital allocation and international business operations. While serving as EVP and Vice Chairman of Illinois Tool Works, Mr. Hansen also oversaw several successful business divestitures and acquisitions, driving significant shareholder value creation opportunities for the company. He brings a particular expertise with multi-part manufacturing processes developed through his oversight responsibilities 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, and contributes vital perspectives developed through his extensive experience in operations and environmental, health and safety oversight. | | | Professional Experience | | | Illinois Tool Works, Inc. (NYSE: ITW), a global manufacturer of engineered components, consumable systems and a variety of specialty products and equipment •Vice Chairman (2006–2012) •Executive Vice President, Worldwide Metal, Plastic Fastener and Components; Fluids and Polymers; Construction (1998–2006) •President, Worldwide Metal Fastener and Components (1993–1998) •President, North American Industrial and Automotive Fastener (1990–1993) •Vice President and General Manager, North American Industrial Metal Fastener and Buckle Divisions (1986–1990) •General Manager, Shakeproof Industrial Products (1983–1986) •Manager, Sales and Marketing (1980–1983) | | Skills and Qualifications •Branding •Corporate Governance •Enterprise Risk Management •Environment, Health and Safety •Executive Leadership/CEO •Financial/Capital Allocation •Human Capital Management •International Business •Mergers and Acquisitions •Multiple-Part Manufacturing •Strategic Planning | | | | Public Company Boards | | | •Standex International Corporation (NYSE: SXI) (2013–present) •Terex Corporation (NYSE: TEX) (2008–2024) •CDW Corp. (NASDAQ: CDW) (2005–2008) | | | Other Affiliations | | | •Gill Industries Inc., Director (2014–2018) | | | Education | | | •BS, Marketing, Northern Illinois University •MBA, Governors State University |

  13. The Board of Directors

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

  14. The Board of Directors

    | Brian C. Healy Age: 54 Independent Director since 2024 Committees: | Key Board Contributions | | | Mr. Healy is a financial expert with over 25 years of experience in the investment banking industry, advising public and private companies on a wide range of strategic transactions including acquisitions, divestitures, spin-offs and corporate carve-outs, as well as cross-border transactions. His expertise includes advising boards and senior management on all aspects of M&A, including strategic rationale, valuation and financial impact, and negotiation tactics. During his senior leadership roles at Morgan Stanley, he oversaw business development strategies, financial planning, regulatory compliance and risk mitigation, including evaluating the impacts of regulatory changes and developing response and mitigation strategies. Mr. Healy also provides perspectives on human capital management, having led and overseen global teams through complex transactions and projects. | | | Professional Experience | | | McIntire School of Commerce, University of Virginia •Lecturer of Commerce, Associate Director of the Center for Investments & Financial Markets (2024–present) Morgan Stanley (NYSE: MS), a financial holding company that provides various financial products and services •Managing Director and Co-Head of Mergers and Acquisitions – Americas (2019–2023) •Managing Director and Global Chief Operating Officer – Investment Banking (2014–2019) •Managing Director and Head of Firm Strategy and Execution (2012–2014) •Managing Director - Mergers and Acquisitions (2008–2012) •Various roles (2000–2008) Lehman Brothers, a global financial services firm •Associate, Mergers and Acquisitions (1998–2000) Raymond James Financial, a financial services firm •Analyst, Investment Banking (1993–1996) | | Skills and Qualifications •Corporate Governance •Enterprise Risk Management •Executive Leadership/CEO •Financial/Capital Allocation •Government and Regulatory Affairs •Human Capital Management •International Business •Mergers and Acquisitions •Strategic Planning | | | | Public Company Boards | | | •None | | | Other Affiliations | | | •Children’s Aid and Family Services of New Jersey, Board Member (2017–present) | | | Education | | | •BS, Commerce – Finance and Accounting, University of Virginia •MBA, Chicago Graduate School of Business |

  15. The Board of Directors

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

  16. The Board of Directors

    | Christine Ortiz Age: 54 Independent Director since 2019 Committees: | Key Board Contributions | | | Dr. Ortiz is a distinguished scientist and engineer in the areas of materials technologies, advanced manufacturing and sustainable design. She has served as a professor at MIT for over 25 years, focusing her research on multi-scale mechanics of structural materials, materials design, nanotechnology, additive manufacturing and computational materials science. During her tenure as the institution’s Dean for Graduate Education, she supported over 7,000 graduate students in 45 graduate degree programs across 5 academic schools. Over her career, Dr. Ortiz has authored over 200 scholarly publications and received more than 30 national and international honors, including the Presidential Early Career Award in Science and Engineering. Dr. Ortiz also gained significant business innovation and strategic planning experience through founding Station1, an innovative higher education educational institution, and has partnered with over 90 technology-focused startup companies, social enterprises, and nonprofit organizations on innovation-focused research and development projects. | | | Professional Experience | | | Massachusetts Institute of Technology (MIT) •Director, MIT Technology and Policy Program, Institute for Data, Systems, and Society (2024–present) •Dean for Graduate Education (2010–2016) •Morris Cohen Professor of Materials Science and Engineering (since 1999) Station1, an innovation-focused nonprofit higher education educational institution •Founder (since 2016) | | Skills and Qualifications •Branding •Enterprise Risk Management •Environment, Health and Safety •Environmental, Social and Governance •Executive Leadership/CEO •Financial/Capital Allocation •Government and Regulatory Affairs •Human Capital Management •International Business •Materials Science and Engineering •Multiple-Part Manufacturing •Strategic Planning •Technology | | | | Public Company Boards | | | •Enovis Corporation (NYSE: ENOV) (2022–present) | | | Other Affiliations | | | •Massachusetts State Apprenticeship Council (2023–present) | | | Education | | | •BS, Materials Science and Engineering, Rensselaer Polytechnic Institute •MS, Materials Science and Engineering, Cornell University •PhD, Materials Science and Engineering, Cornell University |

  17. The Board of Directors

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

  18. The Board of Directors

    | Jeffery S. Sharritts Age: 56 Independent Director since 2021 Committees: | Key Board Contributions | | | With over two decades in sales leadership roles with a multinational public company, Mr. Sharritts has deep experience in strategy development, market positioning, branding, and customer engagement with particular expertise in sales and marketing of technology-driven products and services. Mr. Sharritts provides the Board with unique insights on international business operations and strategic planning. As SVP of the Americas for Cisco, he managed a business unit with more than $29 billion of annual sales in 49 countries, overseeing products in both the commercial and public sector verticals. He also played a central role in expanding Cisco’s commercial sales model to Canada and Latin America. Additionally, Mr. Sharritts was responsible for overseeing global talent teams, developing effective human capital management programs to attract and retain top technical talent, with a focus on fostering a culture of innovation and transformation to build value. | | | Professional Experience | | | Cisco Systems, Inc. (NYSE: CSCO), a multinational technology company that develops, sells, and manufactures networking equipment, software, and services •Executive Vice President, Chief Customer and Partner Officer (2022–2024) •Senior Vice President, America Sales (2018–2022) •Senior Vice President, U.S. Commercial Sales (2014–2018) •Various sales leadership roles (2000–2018) | | Skills and Qualifications •Branding •Executive Leadership/CEO •Financial/Capital Allocation •Government and Regulatory Affairs •Human Capital Management •International Business •Strategic Planning •Technology | | | | Public Company Boards | | | •None | | | Other Affiliations | | | •Georgia Chamber of Commerce, Advisory Board Member (2011–present) •Metro Atlanta Chamber of Commerce, Advisory Board Member (2011–present) | | | Education | | | •BS, Business Administration, The Ohio State University |

  19. The Board of Directors

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

  20. The Board of Directors

    | Bentina Chisolm Terry Age: 54 New Director Nominee Committees: | Key Board Contributions | | | Ms. Terry is an accomplished senior executive with over 25 years of experience across a range of functions in the utility industry and a strong track record of driving growth and innovation. She brings valuable perspectives on technology, through her current role leading The Southern Company’s fiber-optic and wireless communications businesses and as the chief architect for Georgia Power’s digital transformation of its Direct-to-Consumer platforms. Through various executive leadership roles with The Southern Company, Ms. Terry led multiple environmental initiatives and had responsibility for health and safety, providing her with a strong understanding of environmental and sustainability issues. She also contributes to the Board a strong understanding of regulatory matters and government affairs, demonstrated through her service as General Counsel for Southern Nuclear Operating Company and overseeing the government and regulatory teams for Gulf Power Company, where her efforts led to the company receiving the largest rate increase in its history to ensure continued service reliability and infrastructure upgrades. | | | Professional Experience | | | The Southern Company (NYSE: SO), an energy company •President and CEO, Southern Linc and Southern Telecom (2024-present) •Senior Vice President, Customer Strategy and Solutions, Georgia Power Company (2021–2024) •Senior Vice President, Region External Affairs & Community Engagement, Georgia Power Company (2017–2021) •Vice President, Customer Service and Sales; President, Gulf Power Foundation (2014–2017) •Vice President, External Affairs & Administrative Services, Compliance Officer, Gulf Power Company (2007–2014) •General Counsel, Vice President, External Affairs, Compliance Officer and Corporate Secretary, Southern Nuclear Operating Company (2005–2007) •Other leadership roles with Georgia Power Company (2001–2004) Progress Energy (formerly NYSE: PGN), a vertically integrated electric and gas utility •Associate General Counsel (1998–2001) Troutman Sanders, a national law firm •Associate, Labor and Employment (1996–1998) | | Skills and Qualifications •Branding •Corporate Governance •Environmental, Social and Governance •Executive Leadership/CEO •Financial/Capital Allocation •Government and Regulatory Affairs •Strategic Planning •Technology | | | | Public Company Boards | | | •None | | | Other Affiliations | | | •Competitive Carriers Association, Board Member (2024–present) •CTIA, Board Member (since 2024) •International Women’s Forum – Georgia, Board Secretary (2022–present) •North Carolina State University Foundation, Chair of the Board of Trustees (2020–present) | | | Education | | | •BA, English, North Carolina State University •JD, University of Michigan |

  21. The Board of Directors

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

  22. The Board of Directors

    | Stephen C. Van Arsdell Age: 74 Independent Director since 2019 Committees: | Key Board Contributions | | | Mr. Van Arsdell has developed extensive leadership, finance, and risk management expertise throughout his nearly four decades at Deloitte and Deloitte & Touche, where he oversaw a national organization of 15,000 professionals providing audit, assurance, risk and capital markets advisory services. He has significant experience in mergers and acquisitions acquired through advising numerous clients on their M&A activities and overseeing the successful merger of First Midwest Bancorp and Old National Bancorp in his capacity as a corporate director, creating the sixth largest bank in the Midwest. He also brings deep knowledge in international business and strategic planning, gained through his roles serving Deloitte’s multinational clients and in Deloitte’s international operations as a key member of the Global Audit Leadership Team, where he helped develop the firm’s strategic plans for the global audit practice. | | | Professional Experience | | | Deloitte & Touche LLP, a global provider of audit, assurance, risk and capital markets advisory services •Chair, Chief Executive Officer, and Chief Quality Officer (2010–2012) •Deputy Chief Executive Officer (2009–2010) •Various roles of increasing responsibility (1975–2003) Deloitte LLP, a global provider of audit, consulting, tax, and advisory services •Senior Partner, Member and Vice Chair of the Board (2003–2009) | | Skills and Qualifications •Corporate Governance •Enterprise Risk Management •Executive Leadership/CEO •Financial/Capital Allocation •Government and Regulatory Affairs •Human Capital Management •International Business •Mergers and Acquisitions •Strategic Planning | | | | Public Company Boards | | | •Old National Bancorp (NASDAQ: ONB) (2022–present) •First Midwest Bancorp (formerly NASDAQ: FMBI) (2017–2022) | | | Other Affiliations | | | •Brown Brothers Harriman, Audit Committee Member (2015–present) •The Morton Arboretum, Board of Trustees, (2015–2024, Chair 2020–2024) | | | Education | | | •BS, Accounting, University of Illinois •MAS, University of Illinois •Certified Public Accountant (CPA) |

  23. The Board of Directors

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

  24. The Board of Directors

    | Leland G. Weaver Age: 44 New Director Nominee Committees: | Key Board Contributions | | | Mr. Weaver is an accomplished senior executive with extensive experience across various industries and global markets. His career highlights include building high-performance teams, managing large-scale operations, and driving significant financial growth. He has acquired deep knowledge of the water business through his current role as President of the DuPont Water & Protection business, a global business with $6 billion revenue, where he oversees 34 manufacturing sites and 7,000 employees as well as the strategy to deliver sustainable, technology-based products and solutions for water, shelter and safety. Mr. Weaver brings to the board both operational and manufacturing experience as well as growth strategy and transformation having held leadership roles within Dupont’s investor relations and business strategy arm, managing relationships with institutional investors and playing a pivotal role in significant corporate transformation initiatives, including the spin-off of DuPont’s Nutrition & Biosciences business and its merger with International Flavors and Fragrances. | | | Professional Experience | | Skills and Qualifications •Corporate Governance •Environment, Health and Safety •Executive Leadership/CEO •Financial/Capital Allocation •Human Capital Management •International Business •Materials Science and Engineering •Mergers and Acquisitions •Multiple-Part Manufacturing •Strategic Planning •Technology | DuPont (NYSE: DD), a global chemicals company •President, Water & Protection (2021–Present) •Vice President, Investor Relations (2019–2021) •Director, Investor Relations (2019) •Vice President, Americas Commercial, Mobility & Materials (2016–2019) •Global Business Director, Kalrez (2014–2015) •Manager, Global Strategic Planning, Performance Polymers (2014) •Manager, Finance and Marketing, Corporate Executive Office (2013–2014) •Manager, Sales Accounts, Titanium Technologies (2011–2013) •Manager, Market Development (2010–2011) •Various Roles (2003–2008) | | | Public Company Boards | | | •None | | | Other Affiliations | | | •National Action Council for Minorities in Engineering (NACME), Board Member (since 2023) | | | Education | | | •BS, Chemical Engineering, University of Alabama •MBA, Wharton School at the University of Pennsylvania |

  25. The Board of Directors

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

  26. The Board of Directors

    | Marietta Edmunds Zakas Age: 65 Director since 2023 Committees: | Key Board Contributions | | | Ms. Zakas is a proven executive leader with deep experience in finance and business development. In her current and former roles, she has directed the Company’s strategic planning, investor relations and corporate development activities and previously held responsibility as Chief Financial Officer, overseeing all financial functions, developing a deep understanding of capital allocation strategies and financial risk management with a focus on long-term sustainable growth. Ms. Zakas has in-depth knowledge and experience with corporate growth strategy and mergers and acquisitions through her roles at both Mueller Water Products and at Russell Corporation, where she played a key role in the firm’s 2006 acquisition by Berkshire Hathaway. She brings 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. | | | Professional Experience | | | Mueller Water Products (NYSE: MWA) •Chief Executive Officer (2024–present) •President and Chief Executive Officer (2023–2024) •Executive Vice President and Chief Financial Officer (2018–2023) •Interim Head of HR (2016–2017) •Senior Vice President, Strategy, Corporate Development and Communications (2006–2017) Russell Corporation, an athletic apparel, footwear and equipment company •Corporate Vice President, Chief of Staff, Business Development and Treasurer (2005–2006) •Vice President and Treasurer (2002–2005) Equifax, Inc. (NYSE: EFX), a global data, analytics and technology company •Corporate Vice President, Director of Investor Relations and Corporate Secretary (1996–2000) •Various Senior Leadership Roles including Treasurer and Director of Investor Relations (1993–1996) Morgan Stanley (NYSE: MS), a global financial services firm •Vice President, Investment Banking Division (1988–1991) | | Skills and Qualifications •Branding •Corporate Governance •Enterprise Risk Management •Environmental, Social and Governance •Executive Leadership/CEO •Financial/Capital Allocation •Human Capital Management •International Business •Mergers and Acquisitions •Strategic Planning •Technology | | | | Public Company Boards | | | •BlueLinx Holdings, Inc. (NYSE: BXC) (2022–present) •Atlantic Capital Bancshares, Inc. (NASDAQ: ACBI) (2011– until acquisition by SouthState Corporation (NASDAQ: SSB) in 2022) | | | Other Affiliations | | | •National Alliance of Manufacturers (NAM), Board Member (beginning 2025) •Manufacturers Alliance, Board Member (2023–present) •University of Virginia Darden School Foundation, Trustee (2023–present) | | | 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 |

  27. The Board of Directors

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

  28. 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.

  29. Director Compensation Summary

    Director Compensation Summary The following table shows fiscal 2024 compensation for our current and recently retired non-employee directors.

  30. Director Compensation Summary

    | DIRECTOR COMPENSATION TABLE |

  31. Director Compensation Summary

    | | Fees Earned or Paid in Cash ($) | | | | Stock Awards ($)(4) | Total ($) | | Name | Annual Retainer ($)(1) | Meeting Fees ($)(2) | Other ($)(3) | Total ($) | | | | Shirley C. Franklin | 108,839 | — | — | 108,839 | 114,992 | 223,831 | | Christian A. Garcia | 51,374 | — | — | 51,374 | 63,627 | 115,001 | | Thomas J. Hansen | 126,786 | — | — | 126,786 | 114,992 | 241,778 | | Brian C. Healy | 91,576 | — | — | 91,576 | 114,992 | 206,568 | | Mark J. O’Brien(5) | 88,304 | — | 10,750 | 99,054 | 114,992 | 214,046 | | Christine Ortiz | 110,000 | — | 7,000 | 117,000 | 114,992 | 231,992 | | Jeffery S. Sharritts | 100,000 | — | — | 100,000 | 114,992 | 214,992 | | Brian L. Slobodow | 115,000 | — | 7,000 | 122,000 | 114,992 | 236,992 | | Lydia W. Thomas | 110,000 | — | 7,000 | 117,000 | 114,992 | 231,992 | | Michael T. Tokarz(5) | 47,232 | — | 7,000 | 54,232 | 114,992 | 169,224 | | Stephen C. Van Arsdell | 167,143 | — | 7,000 | 174,143 | 114,992 | 289,135 | | Karl Niclas Ytterdahl | 115,000 | — | — | 115,000 | 114,992 | 229,992 |

  32. 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. Garcia, Hansen, Healy, O’Brien, Tokarz and Van Arsdell and Ms. Franklin were prorated for their periods of service during fiscal 2024. (2)The Board eliminated meeting fees for fiscal 2024. (3)The Board authorized a one-time payment of (i) $3,500 to each of Drs. Thomas and Ortiz and Messrs. O’Brien, Slobodow, Tokarz, Van Arsdell for their service on the Special Committee (see “Proposal Two - Advisory Vote to Approve Executive Compensation — 2023 Leadership Transitions”) and (ii) $3,500 to each of Drs. Thomas and Ortiz and Messrs. Slobodow, Tokarz and Van Arsdell for their extraordinary efforts, time, guidance and participation in various activities above and beyond the standard committee work related to multiple director candidates. Mr. O’Brien also received $7,250 in compensation paid under a consulting agreement related to the CEO search after his retirement from the Board. (4)Reflects the grant date fair value of the RSUs granted during fiscal 2024 computed in accordance with the stock-based compensation accounting rules described in our fiscal 2024 consolidated financial statements, which are included in the Company’s 2024 Annual Report. On February 28, 2024, in connection with their retirement from service, Messrs. O’Brien and Tokarz each received an equity-based award in the amount of $115,000. Mr. Garcia’s grant was prorated in accordance with the Stock Plan. (5)Messrs. O’Brien and Tokarz retired from the Board at the conclusion of the 2024 Annual Meeting of Stockholders on February 28, 2024. The following table shows information related to option awards and stock awards made to our current and recently retired non-employee directors that were outstanding at September 30, 2024.

  33. 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 | — | — | 7,376 | | Christian A. Garcia | — | — | 3,238 | | Thomas J. Hansen | — | — | 7,376 | | Brian C. Healy | — | — | 7,395 | | Mark J. O’Brien | 10,791 | — | 7,376 | | Christine Ortiz | — | — | 7,376 | | Jeffery S. Sharritts | — | — | 7,376 | | Brian L. Slobodow | — | — | 7,376 | | Lydia W. Thomas | 10,791 | — | 7,376 | | Michael T. Tokarz | — | — | 7,376 | | Stephen C. Van Arsdell | — | — | 7,376 | | Karl Niclas Ytterdahl | — | — | 7,376 |

  34. Director Compensation Summary

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

  35. 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 2024, incentive compensation represented approximately 83% of our current CEO’s total target compensation (excluding Other Compensation), and an average of approximately 73% 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 2024, produced a performance-based cash incentive compensation payout percentage of 168.1% of target for Ms. Zakas and Messrs. McAndrew, Heinrichs and Helms and 177.7% of target for Mr. Floyd and a long-term incentive payout percentage of 144.2% 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 2025 annual meeting of stockholders. At the most recent annual meeting of stockholders, approximately 78% 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 2024 Executive Compensation.”

  36. Highlights of Fiscal 2024 Performance

    | | Focused on Operational Investment and Efficiencies to Increase Long-Term Stockholder Value | | | | We generated net sales of $1,314.7 million, operating income of $181.7 million, adjusted earnings before interest tax depreciation and amortization (“EBITDA”) of $284.7 million, net income per diluted share of $0.74 (with adjusted net income per diluted share of $0.96) and $238.8 net cash flow provided by operating activities (an increase in free cash flow of $130.0 million to $191.4 million). Adjusted EBITDA, adjusted net income per diluted share and free cash flow 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 $0.064 per share dividend during fiscal 2024, an increase of 4.9% from fiscal 2023. •We returned $39.9 million to our stockholders through dividends in fiscal 2024. | | We repurchased $10 million of our outstanding Common Stock during fiscal 2024. | |

  37. Highlights of 2024 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 compensation clawback policies | ✗ | Pay dividends on unvested equity-based incentives(1) | | ✓ | Require a double trigger vesting of executive officers’ equity awards upon a change-in-control | ✗ | Provide excise tax gross-up benefits |

  38. 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 2024, the Compensation Committee made no changes to the previous year’s group with the exception of the removal of Circor International, Inc., which was acquired by a private entity. The Peer Group for fiscal 2024 consisted of the companies listed below.

  39. PEER GROUP BENCHMARKING AND TOTAL COMPENSATION

    | Fiscal 2024 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. | Helios Technologies, Inc. | | | Badger Meter, Inc. | IDEX Corporation | | | Chart Industries | 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 | | | Graco Inc. | | |

  40. 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.

  41. 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 |

  42. 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 2024. See “— Leadership Transition Compensation Matters” below for information regarding NEO compensation changes during fiscal 2024.

  43. 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 her or his annual cash target opportunity. For fiscal 2024, 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 adjusted 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 “2024 Annual Performance Targets and Results” table below.

  44. ANNUAL CASH INCENTIVE AWARDS

    | 2024 ANNUAL PERFORMANCE TARGETS AND RESULTS | | | | | | | | | | | | | | | | Weighted Aggregate Actual % of Target for Ms. Zakas and Messrs. McAndrew, Heinrichs and Helms 168.1% | | Metric | Weight (% of Target Bonus)( | | Results Required to Achieve Bonus ($ in millions, except for percentages)(1) | | | Actual 2024 Payout Factor (% of Target Bonus) unweighted | | | | Zakas McAndrew Heinrichs Helms | Floyd | Threshold (50%) | Target (100%) | Maximum (200%) | | | | Adjusted EBITDA | 50.0% | 55.0% | | | | 200.0% | | | Adjusted Net Sales | 25.0% | 30.0% | | | | 170.9% | Weighted Aggregate Actual % of Target for Mr. Floyd 177.7% | | Adjusted Working Capital as a % of Net Sales | 15.0% | 15.0% | | | | 109.6% | | | ESG(2) | 10.0% | — | — | — | — | 89.6% | |

  45. ANNUAL CASH INCENTIVE AWARDS

    (1)See Exhibit A for a reconciliation of non-GAAP performance measures to GAAP performance measures. (2)Applicable to Ms. Zakas and Messrs. Heinrichs, Helms and McAndrew.

  46. FISCAL 2024 ANNUAL CASH INCENTIVE AWARDS

    FISCAL 2024 ANNUAL CASH INCENTIVE AWARDS Based on actual performance against the performance goals as set forth above, each NEO earned 168.1% of her or his annual cash target opportunity for fiscal 2024 with the exception of Mr. Floyd, who earned 177.7% of his annual cash target opportunity for fiscal 2024. The table below shows each NEO’s annual cash target opportunity and the amount of the annual cash bonuses paid to each NEO.

  47. FISCAL 2024 ANNUAL CASH INCENTIVE AWARDS

    | | At Target Performance | | At Actual Performance | | | Name | % of Salary | Amount ($) | % of Target | Amount ($)(1) | | Marietta Edmunds Zakas | 110% | 990,000 | 168.1% | 1,664,562 | | Paul McAndrew | 70% | 334,094 | 168.1% | 561,738 | | Steven S. Heinrichs | 70% | 385,000 | 168.1% | 647,330 | | Todd P. Helms | 60% | 232,312 | 168.1% | 390,604 | | Scott P. Floyd | 55% | 212,424 | 177.7% | 377,533 |

  48. FISCAL 2024 ANNUAL CASH INCENTIVE AWARDS

    (1) For fiscal 2024, 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 2024, subject in each case to performance against the performance goals as set by the Compensation Committee at the beginning of fiscal 2024. See “— Leadership Transition Compensation Matters” below.

  49. 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 2024 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 2024, 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 2024, fiscal 2023 and fiscal 2022, 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 2022 PRSUs are solely based upon rTSR performance ("Market Units"). The fiscal 2023 and fiscal 2024 PRSUs are 50% Market Units and 50% return on invested capital units (“ROIC Units”).

  50. 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 2022, fiscal 2023 and fiscal 2024: PRSUs Awarded for Fiscal 2022: •For fiscal 2022, 50% of each NEO’s target long-term incentive compensation value was awarded in PRSUs. The number of PRSUs awarded in fiscal 2022 was equal to the target value divided by the share price of our Common Stock on the date of award. •The 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 and Fiscal 2024: •For fiscal 2023 and fiscal 2024, 50% of each NEO’s target long-term incentive compensation value was awarded in PRSUs. The number of PRSUs awarded in fiscal 2023 and fiscal 2024 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 and fiscal 2024 PRSUs comprise 50% ROIC Units and 50% Market Units. •Market Units: Market Unit details for the fiscal 2023 and fiscal 2024 Market Units are as described above for 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. ◦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 and paid. PERFORMANCE MEASURES AND RESULTS FOR FISCAL 2024 The applicable performance target for the performance period for PRSUs awarded for fiscal 2022 (vested September 30, 2024) was based solely on rTSR. The applicable performance targets for the performance period for PRSUs awarded for fiscal 2023 (vesting September 30, 2025) were based on 50% rTSR and 50% ROIC performance. The applicable performance targets for the performance period for PRSUs awarded for fiscal 2024 (vesting September 30, 2026) 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 an independent compensation consultant. For fiscal 2022, fiscal 2023 and fiscal 2024 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 2022, fiscal 2023 and fiscal 2024 Market Unit grants vest and settle at the end of the corresponding cumulative 3-year performance period. For the fiscal 2022 Market Unit grant, the performance during the actual performance period resulted in a Company rTSR in the 61st percentile, resulting in an achievement of 144.2%. 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 2024, vesting at the end of fiscal 2026, the performance necessary to earn at least 50% of ROIC Unit target payout required annual 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%. See “Executive Compensation Tables — Grants of Plan-Based Awards Table” for additional information.

  51. PERFORMANCE-BASED RESTRICTED STOCK UNITS

    | PRSU PERFORMANCE MEASURES AND RESULTS FOR PERFORMANCE PERIOD ENDED FISCAL 2024 | | |

  52. PERFORMANCE-BASED RESTRICTED STOCK UNITS

    PRSU AWARD ISSUANCES Common Stock to be issued related to PRSUs awarded in fiscal 2023 (for the three-year award cycle from fiscal 2023 through fiscal 2025) and fiscal 2024 (for the three-year award cycle from fiscal 2024 through fiscal 2026) will not be issued until the Compensation Committee confirms performance results for the fiscal 2025 and fiscal 2026 performance periods, respectively. Shares of Common Stock issued in December 2024 to NEOs for the PRSUs awarded in fiscal 2022 (for the three-year award cycle from fiscal 2022 through fiscal 2024) and vested in fiscal 2024 are set forth below:

  53. PERFORMANCE-BASED RESTRICTED STOCK UNITS

    | Year of Award | Performance Period | | | | | | | Fiscal 2022 | Fiscal 2023 | Fiscal 2024 | Fiscal 2025 | Fiscal 2026 | | Fiscal 2022 | Vested 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) | | | | | Fiscal 2024 | | | Future Vesting of 2024 Market Unit Awards (1 Tranche) | | | | | | | Future Vesting of 2024 ROIC Unit Awards (1 Tranche) | | |

  54. PERFORMANCE-BASED RESTRICTED STOCK UNITS

    | PRSU SETTLEMENTS OF FISCAL 2022 AWARD | | | | | Performance Period | Total Issued Number of Shares | | | Fiscal 2022 Through Fiscal 2024(1) | | | Name | Number of Shares Earned | | | Marietta Edmunds Zakas | 34,641 | 34,641 | | Paul McAndrew | — | — | | Steven S. Heinrichs | 27,080 | 27,080 | | Todd P. Helms | 18,955 | 18,955 | | Scott P. Floyd | 16,327 | 16,327 |

  55. PERFORMANCE-BASED RESTRICTED STOCK UNITS

    (1)Fiscal 2024 shares (granted for fiscal 2022) issued includes shares awarded based solely on rTSR.

  56. TIME-BASED RESTRICTED STOCK UNITS

    TIME-BASED RESTRICTED STOCK UNITS For fiscal 2024, 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 Tables — Grants of Plan-Based Awards Table.”

  57. TIME-BASED STOCK OPTIONS

    TIME-BASED STOCK OPTIONS For fiscal 2024, 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 2024 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 2024 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 2024, refer to our Annual Report on 2024 Option Exercises and Stock Vested table in this Proxy Statement. Outstanding option awards are reflected in the 2024 Outstanding Equity Awards table in this Proxy Statement. Also see the “Executive Compensation Tables — Grants of Plan-Based Awards Table” for additional information.

  58. 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. 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. The Compensation Committee does not take material nonpublic information into account when determining the timing and terms of such awards, and the Company’s release of material nonpublic information is not timed with the purpose of affecting the value of executive compensation.

  59. LEADERSHIP TRANSITION COMPENSATION MATTERS

    LEADERSHIP TRANSITION COMPENSATION MATTERS As part of our leadership transition process, in August 2023, the independent members of our Board, upon the recommendation of our Compensation Committee, with assistance from independent advisors, set the compensation for Ms. Zakas and for Messrs. McAndrew and Heinrichs in each of their new roles of Chief Executive Officer (“CEO”), Chief Operating Officer, and Chief Financial Officer and Chief Legal Officer, respectively. Effective May 1, 2024, Ms. Zakas was reaffirmed as CEO and Mr. McAndrew was appointed as President and Chief Operating Officer. Additionally, on September 5, 2024, the Company announced that Steven Heinrichs would transition from his position as Chief Financial Officer and Chief Legal and Compliance Officer of the Company to the position of Senior Advisor on or about December 31, 2024. In connection with the August 2023 leadership transitions, the transition agreements executed between the Company and each of Ms. Zakas and Mr. Heinrichs (collectively, “Transition Agreements”) have been amended and/or terminated to extinguish all single trigger change-in-control provisions. The Transition Agreements stated that 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 date a permanent CEO was appointed, such termination would 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, respectively.

  60. Chief Executive Officer, President and Chief Operating Officer and Chief Financial Officer

    Chief Executive Officer, President and Chief Operating Officer and Chief Financial Officer There were no changes to Ms. Zakas’ existing compensatory arrangements in connection with the reaffirmation of her appointment as CEO of the Company, effective May 1, 2024. In connection with Mr. McAndrew’s appointment as President and Chief Operating Officer of the Company, his annual base salary increased from $450,000 to $560,000 and his target annual bonus opportunity for fiscal year 2024 increased from 65% to 70%, in each case, pro-rated for the time of service in his roles during the fiscal year. In addition, Mr. McAndrew received a special, one-time restricted stock unit grant of $600,000, which will vest at the end of the three-year period following the date of grant, subject to Mr. McAndrew’s continued employment through such vesting date. No changes were made to Mr. McAndrew’s annual long-term incentive opportunity as a result of his appointment. In making these changes, the independent directors of our Board and the Compensation Committee, with assistance from independent advisors, considered the compensation of similarly situated officers and the results of industry surveys. In light of these considerations and taking into account the performance and tenure of Mr. McAndrew, the demands and expectations of his newly expanded role, the independent directors, at the recommendation of Compensation Committee, approved the compensation discussed above. Pursuant to Mr. Heinrichs’ agreement dated September 5, 2024 (“Letter Agreement”), Mr. Heinrichs will transition to Senior Advisor and eventually exit the Company. Until such transition, Mr. Heinrichs will continue to receive the same compensation and benefits provided for under his Employment Agreement, dated July 18, 2018, and his Executive Change-in-Control Severance Agreement, dated September 30, 2019, including Mr. Heinrichs’ 2024 annual bonus and equity awards previously granted to him under the Company’s Second Amended and Restated 2006 Stock Incentive Plan. Mr. Heinrichs is not eligible for any additional equity awards for fiscal 2025. While serving as a Senior Advisor, Mr. Heinrichs will be paid a monthly consulting fee of $5,000. Upon transitioning to the Senior Advisor role, he will receive the following payments and benefits: (i) a cash payment equal to $1,443,750, payable in a lump-sum amount; (ii) a prorated annual bonus for the fiscal year in which the Transition Date occurs, determined based on actual performance and paid at the time bonuses are paid to other executives of the Company; (iii) continued vesting under active equity award agreements in accordance with their terms through the date of exit; (iv) continued medical and dental coverage for up to 30 months following the Transition Date, subject to certain requirements, including payment of the premiums; (v) continued group life insurance coverage for 18 months following the Transition Date; (vi) continued disability coverage for 18 months following the Transition Date, subject to certain requirements, including payment of the premiums; and (vii) reasonable and documented expenses related to outplacement services not to exceed $50,000.

  61. OTHER RETENTION AWARDS

    OTHER RETENTION AWARDS Scott Floyd, the Company’s Senior Vice President, Sales and Marketing, received a special, one-time restricted stock unit grant of $425,000 on June 7, 2024, which will vest on the second anniversary of the date of grant, subject to Mr. Floyd’s continued employment through such vesting date.

  62. SEVERANCE BENEFITS

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

  63. 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. 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. 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.”

  64. 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 clawback policies.

  65. 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 2024, the Compensation Committee retained Farient Advisors, LLC as its compensation consultant. The Compensation Committee reviews the performance of its compensation consultant annually. In fiscal 2024, 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.

  66. 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.”

  67. 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 Chief Executive Officer | 2024 | 900,000 | 270,000 | 2,524,782 | 749,248 | 1,664,562 | 71,603 | 6,180,195 | | | 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 | 1,590,077 | | Paul McAndrew President and Chief Operating Officer | 2024 | 495,984 | 568,000 | 1,244,456 | 191,244 | 561,738 | 49,608 | 3,111,030 | | | 2023 | 306,096 | 200,000 | 1,673,553 | 112,497 | 97,316 | 176,661 | 2,566,123 | | | 2022 | — | — | — | — | — | — | — | | Steven S. Heinrichs Executive Vice President, Chief Financial Officer and Chief Legal and Compliance Officer | 2024 | 550,000 | 565,000 | 787,599 | 233,739 | 647,330 | 52,903 | 2,836,571 | | | 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 | | Todd P. Helms Senior Vice President and Chief Human Resources Officer | 2024 | 387,187 | 141,736 | 379,031 | 112,492 | 390,604 | 25,914 | 1,436,964 | | | 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 | | Scott P. Floyd Senior Vice President, Sales and Marketing | 2024 | 386,226 | 166,446 | 804,014 | 112,492 | 377,533 | 23,836 | 1,870,547 | | | 2023 | 341,340 | — | 432,092 | 99,995 | 83,815 | 19,983 | 977,225 | | | 2022 | 330,000 | — | 272,668 | 77,247 | 173,564 | 18,694 | 872,173 |

  68. Summary Compensation Table

    (1)Generally, salaries for the NEOs are adjusted annually and are effective on February 1st of each year. On May 1, 2024, Ms. Zakas was reaffirmed as CEO and Mr. McAndrew was appointed President and Chief Operating Officer. See “Compensation Discussion and Analysis — Leadership Transition Compensation Matters” for information regarding NEO compensation changes during fiscal 2024. (2)In connection with the fiscal 2024 leadership transitions discussed in “Compensation Discussion and Analysis — Leadership Transition Compensation Matters” above, 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 and Messrs. Helms and Floyd received a restricted cash retention award in the amount of $50,000 and $100,000, respectively, being paid in equal amounts on the first and second anniversaries of August 24, 2023. Also, in connection with the leadership transitions of August 2023 and May 2024, all NEOs received a cash bonus that was designated to be determined in the discretion of the Board equal to at least 10% but no more than 50% of the NEO’’s annual base salary (the “Transition Success Bonus”). The Board subsequently determined that the appropriate percentage of this Transition Success Bonus was 30%. (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 2024, the Stock Awards amounts include the aggregate grant date fair values of RSUs, Market Units and ROIC Units granted in fiscal 2024. 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. (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 2024. 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 2024, refer to the 2024 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 2024 were paid in December 2024. See “Compensation Discussion and Analysis — Compensation Elements — Annual Cash Incentive Awards” for more information. (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 2024 are described in “— Summary Compensation Table - All Other Compensation” below.

  69. 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 2024.

  70. 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 | 24,000 | 10,000 | 17,000 | 13,967 | 6,636 | 71,603 | | Paul McAndrew | 18,000 | 1,400 | 20,846 | 5,721 | 3,641 | 49,608 | | Steven S. Heinrichs | 18,000 | 7,500 | 17,250 | 10,153 | — | 52,903 | | Todd P. Helms | — | 1,000 | 16,738 | 8,176 | — | 25,914 | | Scott P. Floyd | — | — | 18,083 | 5,753 | — | 23,836 |

  71. 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 consists of reimbursement of annual physical exam expenses.

  72. Grants of Plan-Based Awards Table

    Grants of Plan-Based Awards Table The following table summarizes the fiscal 2024 annual incentive grants (awarded on November 28, 2023) and other grants made to our NEOs during fiscal 2024 on a grant-by-grant basis. Each of the equity-based awards granted during fiscal 2024 and reported in the following table was granted under, and is subject to the terms of, the Stock Plan.

  73. Grants of Plan-Based Awards Table

    | FISCAL 2024 GRANTS OF PLAN-BASED AWARDS TABLE |

  74. 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 ($/Sh)(6) | All Other Stock-Based Awards (#) | Grant Date Fair Value of Stock-Based Awards ($)(7) | | Name | Award Date | Minimum ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Marietta Edmunds Zakas | (1) | — | 990,000 | 1,980,000 | | | | | | | | | | 11/28/2023(2) | | | | | | | | | 56,673 | 749,217 | | | 11/28/2023(3) | | | | 28,337 | 56,673 | 113,346 | | | | 1,026,348 | | | 11/28/2023(4) | | | | 28,337 | 56,673 | 113,346 | | | | 749,217 | | | 11/28/2023(5) | | | | | | | 189,204 | 13.22 | | 749,248 | | Paul McAndrew | (1) | — | 334,094 | 668,189 | | | | | | | | | | 5/9/2024(2) | | | | | | | | | 31,315 | 599,995 | | | 11/28/2023(2) | | | | | | | | | 14,466 | 191,241 | | | 11/28/2023(3) | | | | 7,233 | 14,466 | 28,932 | | | | 261,979 | | | 11/28/2023(4) | | | | 7,233 | 14,466 | 28,932 | | | | 191,241 | | | 11/28/2023(5) | | | | | | | 48,294 | 13.22 | | 191,244 |

  75. 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 ($/Sh)(6) | All Other Stock-Based Awards (#) | Grant Date Fair Value of Stock-Based Awards ($)(7) | | Name | Award Date | Minimum ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Steven S. Heinrichs | (1) | — | 385,000 | 770,000 | | | | | | | | | | 11/28/2023(2) | | | | | | | | | 17,679 | 233,716 | | | 11/28/2023(3) | | | | 8,840 | 17,679 | 35,358 | | | | 320,167 | | | 11/28/2023(4) | | | | 8,840 | 17,679 | 35,358 | | | | 233,716 | | | 11/28/2023(5) | | | | | | | 59,025 | 13.22 | | 233,739 | | Todd P. Helms | (1) | — | 232,312 | 464,624 | | | | | | | | | | 11/28/2023(2) | | | | | | | | | 8,508 | 112,476 | | | 11/28/2023(3) | | | | 4,254 | 8,508 | 17,016 | | | | 154,080 | | | 11/28/2023(4) | | | | 4,254 | 8,508 | 17,016 | | | | 112,476 | | | 11/28/2023(5) | | | | | | | 28,407 | 13.22 | | 112,492 | | Scott P. Floyd | (1) | — | 212,424 | 424,849 | | | | | | | | | | 6/7/2024(2) | | | | | | | | | 24,257 | 424,983 | | | 11/28/2023(2) | | | | | | | | | 8,508 | 112,476 | | | 11/28/2023(3) | | | | 4,254 | 8,508 | 17,016 | | | | 154,080 | | | 11/28/2023(4) | | | | 4,254 | 8,508 | 17,016 | | | | 112,476 | | | 11/28/2023(5) | | | | | | | 28,407 | 13.22 | | 112,492 |

  76. Grants of Plan-Based Awards Table

    (1)Amounts represent the range of possible cash payouts for fiscal 2024 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 2024 were paid in December 2024 and are shown in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. (2)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. Upon his appointment as President and Chief Operating Officer, Mr. McAndrew received a special, one-time restricted stock unit grant of $600,000, which will vest at the end of the three-year period following the date of grant, subject to Mr. McAndrew’s continued employment through such vesting date. Mr. Floyd received a retention award in the form of a special, one-time restricted stock unit grant of $425,000 on June 7, 2024, which will vest at the end of the second-year period following the date of grant, subject to Mr. Floyd’s continued employment through such vesting date. (3)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 2024, 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. (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 ROIC performance goals established in fiscal 2024, 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. (5)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 dates are ten years from the applicable grant dates. 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. (6)Each stock option granted during fiscal 2024 was granted with a per-share exercise price equal to the closing price of our Common Stock on the NYSE on the award date. (7)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.

  77. 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, 2024.

  78. 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) | 48,513 | — | 11.86 | 12/02/30 | | | | | | | 11/30/21(6) | | | | | 4,005 | 86,909 | | | | | 11/30/21(7) | 31,852 | 15,926 | 13.64 | 11/29/31 | | | | | | | 11/29/22(8) | | | | | 12,416 | 269,427 | | | | | 11/29/22(9) | | | | | | | 18,624 | 404,141 | | | 11/29/22(10) | | | | | | | 18,624 | 404,141 | | | 11/29/22(11) | 21,399 | 42,798 | 11.41 | 11/29/32 | | | | | | | 08/24/23(12) | | | | | 42,339 | 918,756 | | | | | 11/28/23(13) | | | | | 56,673 | 1,229,804 | | | | | 11/28/23(14) | | | | | | | 56,673 | 1,229,804 | | | 11/28/23(15) | | | | | | | 56,673 | 1,229,804 | | | 11/28/23(16) | — | 189,204 | 13.22 | 11/28/33 | | | | | | Paul McAndrew | 11/29/22(18) | | | | | 17,529 | 380,379 | | | | | 11/29/22(8) | | | | | 6,572 | 142,612 | | | | | 11/29/22(9) | | | | | | | 9,858 | 213,919 | | | 11/29/22(10) | | | | | | | 9,858 | 213,919 | | | 11/29/22(11) | 329 | 22,658 | 11.41 | 11/29/32 | | | | | | | 08/24/23(17) | | | | | 29,606 | 642,450 | | | | | 11/28/23(13) | | | | | 14,466 | 313,912 | | | | | 11/28/23(14) | | | | | | | 14,466 | 313,912 | | | 11/28/23(15) | | | | | | | 14,466 | 313,912 | | | 11/28/23(16) | — | 48,294 | 13.22 | 11/28/33 | | | | | | | 05/09/24(19) | | | | | 31,315 | 679,536 | | | | Steven S. Heinrichs | 12/02/20(5) | 38,109 | — | 11.86 | 12/02/30 | | | | | | | 11/30/21(6) | | | | | 3,130 | 67,921 | | | | | 11/30/21(7) | 24,900 | 12,450 | 13.64 | 11/29/31 | | | | | | | 11/29/22(8) | | | | | 9,128 | 198,078 | | | | | 11/29/22(9) | | | | | | | 13,692 | 297,116 | | | 11/29/22(10) | | | | | | | 13,692 | 297,116 | | | 11/29/22(11) | 15,735 | 31,470 | 11.41 | 11/29/32 | | | | | | | 08/24/23(17) | | | | | 29,606 | 642,450 | | | | | 11/28/23(13) | | | | | 17,679 | 383,634 | | | | | 11/28/23(14) | | | | | | | 17,679 | 383,634 | | | 11/28/23(15) | | | | | | | 17,679 | 383,634 | | | 11/28/23(16) | — | 59,025 | 13.22 | 11/28/33 | | | | |

  79. 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 | | | | | | | | Todd P. Helms | 12/02/20(5) | 11,005 | — | 11.86 | 12/02/30 | | | | | | | 11/30/21(6) | | | | | 2,191 | 47,545 | | | | | 11/30/21(7) | 17,430 | 8,715 | 13.64 | 11/29/31 | | | | | | | 11/29/22(8) | | | | | 6,572 | 142,612 | | | | | 11/29/22(9) | | | | | | | 9,858 | 213,919 | | | 11/29/22(10) | | | | | | | 9,858 | 213,919 | | | 11/29/22(11) | 11,329 | 22,658 | 11.41 | 11/29/32 | | | | | | | 08/24/23(17) | | | | | 1,850 | 40,145 | | | | | 11/28/23(13) | | | | | 8,508 | 184,624 | | | | | 11/28/23(14) | | | | | | | 8,508 | 184,624 | | | 11/28/23(15) | | | | | | | 8,508 | 184,624 | | | 11/28/23(16) | — | 28,407 | 13.22 | 11/28/33 | | | | | | Scott P. Floyd | 12/02/20(5) | 10,287 | — | 11.86 | 12/02/30 | | | | | | | 11/30/21(6) | | | | | 1,887 | 40,948 | | | | | 11/30/21(7) | 15,014 | 7,507 | 13.64 | 11/29/31 | | | | | | | 11/29/22(8) | | | | | 5,842 | 126,771 | | | | | 11/29/22(9) | | | | | | | 8,763 | 190,157 | | | 11/29/22(10) | | | | | | | 8,763 | 190,157 | | | 11/29/22(11) | 10,070 | 20,140 | 11.41 | 11/29/32 | | | | | | | 08/24/23(17) | | | | | 3,700 | 80,290 | | | | | 11/28/23(13) | | | | | 8,508 | 184,624 | | | | | 11/28/23(14) | | | | | | | 8,508 | 184,624 | | | 11/28/23(15) | | | | | | | 8,508 | 184,624 | | | 11/28/23(16) | — | 28,407 | 13.22 | 11/28/33 | | | | | | | 06/07/24(20) | | | | | 24,257 | 526,377 | | |

  80. Outstanding Equity Awards Table

    (1)Option exercise prices are equal to the closing price of Common Stock on the NYSE on the respective award 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 30, 2024 of $21.70 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 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. (6)This row includes annual incentive RSUs awarded in fiscal 2022 in accordance with the Stock Plan. (7)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. (8)This row includes annual incentive RSUs awarded in fiscal 2023 in accordance with the Stock Plan. (9)This row includes annual incentive Market Units awarded in fiscal 2023 for a cumulative three-year award cycle (fiscal 2023 through fiscal 2025). 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.” (10)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.” (11)This row includes unexercised annual incentive stock options awarded in fiscal 2023. Stock options vest in equal installments on the first, second and third anniversaries of the respective award dates. (12)Represents outstanding Common Stock subject to a repayment obligation. The repayment obligation does not apply to 20% of the August 2023 transition grant awarded to Ms. Zakas, 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 August 2023 transition grant on each of the first four six-month anniversaries of August 24, 2023. (14)This row includes annual incentive Market Units awarded in fiscal 2024 for a three-year award cycle (fiscal 2024 through fiscal 2026) 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.” (15)This row includes annual incentive ROIC Units awarded in fiscal 2024 for a three-year award cycle (fiscal 2024 through fiscal 2026) 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.” (16)This row includes annual incentive unexercised stock options awarded in fiscal 2024. Stock options vest in equal installments on the first, second and third anniversaries of the respective award dates. (17)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. Helms and Floyd received a RSU equity grant of $50,000 and $100,000, respectively, vesting in equal amounts on the first 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. (18)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. (19)In connection with his appointment as President and Chief Operating Officer, Mr. McAndrew received an RSU award in the amount of $600,000, which vests in full on the third anniversary of the award date. All RSUs were awarded in accordance with the Stock Plan. See “Compensation Discussion and Analysis — Compensation Elements — Leadership Transition Compensation Matters” for information regarding NEO compensation changes during fiscal 2024. (20)Mr. Floyd received an RSU retention award in the amount of $425,000, which vests in full on the second anniversary of the award date. All RSUs were awarded in accordance with the Stock Plan.

  81. 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 2024.

  82. 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 | — | — | 14,685 | 196,935 | 34,641 | 751,710 | | Paul McAndrew | 11,000 | 39,734 | 41,655 | 702,393 | — | — | | Steven S. Heinrichs | — | — | 40,813 | 692,718 | 27,080 | 587,636 | | Todd P. Helms | 27,000 | 94,384 | 9,786 | 145,091 | 18,955 | 411,324 | | Scott P. Floyd | — | — | 9,456 | 154,150 | 16,327 | 354,296 |

  83. 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.

  84. 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 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, 2024. The termination events pursuant to which the NEOs 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

  85. 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) | 990,000 | — | 52,797 | 25,000 | 4,511,590 | | | B | 5,739,231(6) | 990,000 | 7,945,991 | 106,887 | 315,000 | 15,771,671 | | | C | — | — | 6,036,825 | — | — | 6,036,825 | | Paul McAndrew | A | 1,513,077 | 334,094 | — | 2,111 | 25,000 | 2,101,926 | | | B | 1,831,265 | 334,094 | 3,857,236 | 138,256 | 196,000 | 6,584,495 | | | C | — | — | 3,296,074 | — | — | 3,296,074 | | Steven S. Heinrichs | A | 1,486,058(5) | 385,000 | — | 3,870 | 25,000 | 2,162,258 | | | B | 1,912,308(6) | 385,000 | 3,578,289 | 148,858 | 192,500 | 6,479,285 | | | C | — | — | 2,868,699 | — | — | 2,868,699 | | Todd P. Helms | A | 651,364(5) | 232,312 | — | 28,687 | 25,000 | 1,095,655 | | | B | 883,676(6) | 232,312 | 1,756,295 | 28,687 | 25,000 | 3,084,262 | | | C | — | — | 1,367,518 | — | — | 1,367,518 | | Scott P. Floyd | A | 630,436(5) | 212,424 | — | 18,683 | 25,000 | 1,051,652 | | | B | 842,860(6) | 212,424 | 2,217,209 | 18,683 | 25,000 | 3,481,285 | | | C | — | — | 1,844,273 | — | — | 1,844,273 |

  86. 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, 2024 and represent bonus paid at target. (2)The value of stock options is the difference between the closing price of Common Stock on September 30, 2024, 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 30, 2024 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 30, 2024 on the NYSE was $21.70. (3)For all current NEOs, excluding Messrs. Helms and Floyd, health and welfare benefits are continued for up to 42 months from the separation date based on the current elections and plan terms depending upon the scenario. (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 Floyd. (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 Floyd 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. (6)Cash severance in Case B (change-in-control termination) for Ms. Zakas 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 Messrs. McAndrew and Heinrichs 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 Floyd 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.

  87. 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, 2024, 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.

  88. 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) | | 2024 | — | 6,180,195 | — | 10,964,060 | 2,313,778 | 4,174,276 | 223.70 | 219.89 | 115.9 | 304.8 | | 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 |

  89. Pay Versus Performance

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

  90. Pay Versus Performance

    | Year | PEO | | Non-PEO NEOs | | 2024 | — | Zakas | Messrs. McAndrew, Heinrichs, Helms and Floyd | | 2023 | Hall | Zakas | Messrs. McAndrew, Heinrichs, 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 |

  91. 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 2024, volatility between 28.3% and 29.2% and risk-free rate between 3.6% and 3.9%; (ii) for 2023, volatility between 30.0% and 30.8% and risk-free rate between 4.9% and 5.3%; (iii) for 2022, volatility between 29.4% and 31.3% and risk-free rate between 4.0% and 4.1%; and (iv) 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 2024. 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:

  92. Pay Versus Performance

    | | Hall | Zakas | | | 2024 | 2024 | | | ($) | ($) | | Summary Compensation Table (“SCT”) total for PEO | — | 6,180,195 | | Grant Date Fair Value of Equity Awards Granted in Fiscal Year | — | (3,274,030) | | Change in Pension Value | — | — | | Pension Service Cost and Associated Prior Service Cost | — | — | | Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year | — | 6,415,426 | | Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | — | 1,086,803 | | Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year | — | — | | Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year | — | 555,666 | | Fair Value as of the Prior Fiscal Year End of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions in the Fiscal Year | — | — | | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Compensation | — | — | | Compensation actually paid | — | 10,964,060 |

  93. Pay Versus Performance

    | | 2024 | | | ($) | | Average Summary Compensation Table (“SCT”) total for non-PEO NEOs | 2,313,778 | | Grant Date Fair Value of Equity Awards Granted in Fiscal Year | (966,267) | | Change in Pension Value | — | | Pension Service Cost and Associated Prior Service Cost | — | | Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year | 1,692,763 | | Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | 787,002 | | Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year | — | | Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year | 346,999 | | Fair Value as of the Prior Fiscal Year End of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions in the Fiscal Year | — | | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Compensation | — | | Average Compensation actually paid | 4,174,276 |

  94. 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 2024 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.

  95. CEO Pay Ratio Disclosure

    CEO Pay Ratio Disclosure For fiscal 2024, (i) the annual total compensation of our median employee (excluding our current CEO) was $60,077 and (ii) the annualized total compensation of our current CEO was $6,180,195. Based on this information, the ratio of the annual total compensation of our CEO to that of the median employee is approximately 103 to 1. Our employee population consists of approximately 3,400 employees located throughout the world, with approximately 84% in the United States. To identify the median employee for fiscal 2024, we included all part-time and full-time employees that were employed for any portion of fiscal 2024 so long as they were still actively employed on September 30, 2024. 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.