DEF 14A of Mueller Water Products, Inc., Dec 19, 2025

DEF 14A of Mueller Water Products, Inc.

Filed Dec 19, 2025 · FY20250001350593-25-000069

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 Mr. McAndrew, who has been appointed by the Board as our CEO effective February 9, 2026. In support of the Company's Board refreshment plans, Mr. Thomas Hansen intends to retire at the Annual Meeting. Mr. Gregg C. Sengstack was appointed to the Board as a Board Observer, effective September 23, 2025, and is nominated for election to the Board as a director at the Annual Meeting. The following table provides summary information about each director nominee. See “Proposal One - Election of Nine Directors — 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 Former Executive Vice President and Chief Financial Officer of BrandSafway | 62 | 2024 | | | | | Brian C. Healy Lecturer of Commerce and Associate Director of the Center for Investments and Financial Markets at University of Virginia; Former Managing Director and Co-Head of Mergers and Acquisitions – Americas of Morgan Stanley | 55 | 2024 | | | | | Paul McAndrew President and Chief Operating Officer of Mueller Water Products, Inc. President and Chief Executive Officer of Mueller Water Products, Inc., effective February 9, 2026 | 52 | New Director Nominee | | | | | Christine Ortiz Professor of Materials Science and Engineering and Director, MIT Technology and Policy Program, Institute for Data, Systems, and Society at Massachusetts Institute of Technology | 55 | 2019 | | | | | Gregg C. Sengstack(3) Former Chairperson, President and Chief Executive Officer of Franklin Electric Co., Inc. | 67 | New Director Nominee | | | | | Jeffery S. Sharritts Former Executive Vice President and Chief Customer and Partner Officer of Cisco | 57 | 2021 | | | | | Bentina Chisolm Terry President and Chief Executive Officer, Southern Linc and Southern Telecom, Inc. at Southern Company | 55 | 2025 | | |

  3. Director Nominees

    | Name and Experience | | Age | Director Since | Independent | Board Committees(1) | | | Stephen C. Van Arsdell(4) Former Senior Partner of Deloitte LLP and Former Chair and Chief Executive Officer of Deloitte & Touche LLP | 75 | 2019 | | | | | Leland G. Weaver Former President, Water and Protection of DuPont de Nemours, Inc. | 45 | 2025 | | |

  4. Director Nominees

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

  5. Director Nominees

    (1)Anticipated committee assignments upon election at the Annual Meeting. The Capital Allocation and Operations Committee was dissolved as of October 1, 2025, and the subject matter addressed by this committee has been and will continue to be overseen by the Board. (2)Mr. Garcia will be appointed to chair the Audit Committee upon Mr. Hansen’s retirement. (3)Upon the recommendation of the Nominating and Corporate Governance Committee, in connection with the Board’s refreshment activities, the Board appointed Mr. Sengstack as Board Observer effective September 23, 2025. If elected at the Annual Meeting, Mr. Sengstack will join the Audit Committee. (4)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. 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 well-rounded 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:

  7. The Board of Directors

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

  8. The Board of Directors

    The Governance Committee expects and intends the Board to be composed 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 15 years of distinguished service as a director on our Board, Mr. Thomas Hansen will retire at the 2026 Annual Meeting. Mr. Hansen has more than 30 years of experience in senior executive positions with multiple companies, including service as a Vice Chair, Executive Vice President, and General Manager. Mr. Hansen’s executive and operational experience have contributed significantly to the Company’s success. His retirement marks the end of a tenure that has laid the foundation for our continuing long-term success — one defined by steady leadership, sound judgment, and an unwavering commitment to excellence. Mr. Hansen has served on multiple Board committees, including as Chair of the Audit Committee. His integrity, intelligence, diligence, and attention to detail have consistently helped to strengthen our governance and financial oversight. Throughout his tenure, Mr. Hansen has always brought a thoughtful, broad perspective on business strategy, capital allocation, employee relations, and operations to the Board and management. We take this opportunity to thank Mr. Hansen for his many years of service, advice, wisdom, and dedication. Marietta Edmunds Zakas has served as a Board member and CEO since August 2023. She also served as Executive Vice President and CFO from January 2018 to August 2023 and as Senior Vice President, Strategy, Corporate Development and Communications from November 2006 to December 2017. Throughout her career at Mueller, Ms. Zakas has been committed to the Company’s advancement and to the successful execution of our strategy in the interests of all our stakeholders. After many years of distinguished service, Ms. Zakas will retire from the Board and as CEO at the 2026 Annual Meeting. Her contributions to our success are innumerable. Her leadership and foresight have added immeasurable value throughout our organization and to all our stakeholders. We would like to take this opportunity to thank Ms. Zakas for all of her many years of service to the Company, the Board, and our stakeholders. See “Proposal Two - Advisory Vote to Approve Executive Compensation — Compensation Discussion and Analysis — 2025 Leadership Transitions and Awards” for information regarding planned leadership changes. Set forth below is a summary of the key skills and experience reflected in our director nominees.

  9. The Board of Directors

    | SKILLS & EXPERIENCE AND LINK TO STRATEGY | | | | | | | | | | | | | | Garcia | Healy | McAndrew | Ortiz | Sengstack | Sharritts | Terry | Van Arsdell | Weaver | | | 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 | | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ | | | Health and Safety | | | ✓ | ✓ | ✓ | | | | ✓ | | | Technology | | | ✓ | ✓ | | ✓ | ✓ | | ✓ | | | Materials Science and Engineering | | | | ✓ | | | | | ✓ | | | Environmental, Social and Governance | | | ✓ | ✓ | ✓ | | ✓ | | ✓ | | | Branding | | | | ✓ | ✓ | ✓ | ✓ | | |

  10. 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 2027 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:

  11. The Board of Directors

    | Christian A. Garcia Age: 62 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 | | | •Dana Incorporated (NYSE: DAN) (January 2025–June 2025) •Bausch Health Companies (NYSE: BHC) (2024–present) •TETRA Technologies (NYSE: TTI) (2023–present) •Keane Group, Inc. (formerly NYSE: FRAC) (2017–2019) | | | Education | | | •BS, Business Economics, University of the Philippines •MS, Management, Purdue University |

  12. The Board of Directors

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

  13. The Board of Directors

    | Brian C. Healy Age: 55 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, University of Chicago |

  14. The Board of Directors

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

  15. The Board of Directors

    | Paul McAndrew Age: 52 New Director Nominee Committees: | Key Board Contributions | | | Mr. McAndrew is a seasoned executive leader with deep experience in global operations, P&L management and industrial business leadership. In his current and former roles, he has directed the Company’s manufacturing operations, supply chain, product management, engineering and commercial functions, providing a strong foundation for operational excellence and strategic growth. Mr. McAndrew has in-depth knowledge and experience in scaling global businesses, driving operational efficiency and improving competitiveness through his leadership roles at Mueller Water Products, Emerson and Kautex Textron. At Emerson, he played a pivotal role in the successful acquisition and integration of Textron’s Tools and Test business, Greenlee, and at Kautex, he led initiatives that expanded product innovation, strengthened customer relationships and enhanced global operational performance. He brings proven expertise in multi-country operations, enterprise-level P&L leadership, global supply chain management and cross-functional business integration, with a track record of driving operational improvements, implementing strategic initiatives and delivering measurable value across complex industrial businesses. | | | Professional Experience | | | Mueller Water Products (NYSE: MWA) •President and Chief Operating Officer (2024–present) •Chief Operating Officer (2023–2024) •Senior Vice President, Operations and Supply Chain (2022–2023) Emerson Electric Co. (NYSE: EMR), an engineering and technology company •Vice President and General Manager, Professional Tools, Commercial & Residential Solutions (2017–2023) Kautex Textron GmbH & Co. KG, a global automotive supplier •Vice President (2014–2017) •Plant Manager (2014) •Global Engineering Manager (2012–2014) •Various roles (2002–2012) | | Skills and Qualifications •Enterprise Risk Management •Environmental, Social and Governance •Executive Leadership/CEO •Financial/Capital Allocation •Health and Safety •Human Capital Management •International Business •Mergers and Acquisitions •Multiple-Part Manufacturing •Strategic Planning •Technology | | | | Public Company Boards - NONE | | | Education | | | •BS, Mechanical Engineering – Cardiff University |

  16. The Board of Directors

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

  17. The Board of Directors

    | Christine Ortiz Age: 55 Independent Director since 2019 Committees: | Key Board Contributions | | | Dr. Ortiz is a distinguished scientist and engineer with over 25 years of experience in research, development, and technological innovation. She has served as a professor at MIT with expertise in materials science and engineering, mechanical engineering, advanced manufacturing, computational engineering design, and sustainability. During her tenure as MIT’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 nonprofit institution, and she has led partnerships 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) •Professor of Materials Science and Engineering (1999–present) Station1, an innovation-focused nonprofit higher education nonprofit institution •Founder (2016–present) | | Skills and Qualifications •Branding •Enterprise Risk Management •Environmental, Social and Governance •Executive Leadership/CEO •Financial/Capital Allocation •Government and Regulatory Affairs •Health and Safety •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) •Essex County Community Foundation (2018–present) | | | Education | | | •BS, Materials Science and Engineering, Rensselaer Polytechnic Institute •MS, Materials Science and Engineering, Cornell University •PhD, Materials Science and Engineering, Cornell University |

  18. The Board of Directors

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

  19. The Board of Directors

    | Gregg C. Sengstack Age: 67 New Director Nominee Committees: | Key Board Contributions | | | Mr. Sengstack is a seasoned public company executive with more than 30 years of experience in international market development, P&L leadership, financial stewardship, and M&A strategy and execution. His career reflects a consistent record of building and transforming global industrial platforms and scaling operations globally. While serving as Chairperson, President and Chief Executive Officer of Franklin Electric Co., Mr. Sengstack drove significant shareholder value creation, leading a multi-year strategic transformation that saw the company expand its energy systems business, extend its portfolio into the water treatment market, and introduce connected solutions that enhanced product differentiation and recurring revenue opportunities. He brings to the Board significant executive leadership and strategy expertise including enterprise‑level P&L ownership, international growth and market development, disciplined capital allocation, enterprise risk management, and end‑to‑end value‑creation planning. | | | Professional Experience | | | Franklin Electric Co., Inc. (NASDAQ: FELE), a manufacturer and distributor of products and systems focused on the movement and management of water and energy •Consultant (2025–present) •Executive Chairperson of the Board (2024–2025) •Chairperson of the Board and Chief Executive Officer (2014–2024) •President and Chief Operating Officer (2011–2014) •President, International and Fueling Group (2005–2011) •Chief Financial Officer (1999–2005) •Various Finance Roles (1988–1999) | | Skills and Qualifications •Branding •Corporate Governance •Enterprise Risk Management •Environmental, Social and Governance •Executive Leadership/CEO •Financial/Capital Allocation •Health and Safety •Human Capital Management •International Business •Mergers and Acquisitions •Multiple-Part Manufacturing •Strategic Planning | | | | Public Company Boards | | | •Allegion plc (NYSE: ALLE) (2024–present) •Franklin Electric Co., Inc. (NASDAQ: FELE) (2014–present) •Woodward, Inc. (NASDAQ: WWD) (2011–present) | | | Other Affiliations | | | •Indiana Institute of Technology, Chair of the Board of Trustees (2005–present) | | | Education | | | •BA, Mathematics and Economics, Bucknell University •MBA, University of Chicago |

  20. The Board of Directors

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

  21. The Board of Directors

    | Jeffery S. Sharritts Age: 57 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 Executive Vice President for Cisco, he managed a business unit with more than $52 billion of annual sales in over 100 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 |

  22. The Board of Directors

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

  23. The Board of Directors

    | Bentina Chisolm Terry Age: 55 Independent Director since 2025 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 (2024–present) •International Women’s Forum – Georgia, Board Member (2019–present) •North Carolina State University Foundation, Chair of the Board of Trustees (2020–present) •Buckhead/Cascade City Chapter of the Links, Inc., Parliamentarian (2019–present) | | | Education | | | •BA, English, North Carolina State University •JD, University of Michigan |

  24. The Board of Directors

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

  25. The Board of Directors

    | Stephen C. Van Arsdell Age: 75 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 (2015–2025) •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) |

  26. The Board of Directors

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

  27. The Board of Directors

    | Leland G. Weaver Age: 45 Independent Director since 2025 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 acquired deep knowledge of the water business through his role as President of the DuPont Water & Protection business, a global business with $6 billion revenue, where he oversaw 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 •Environmental, Social and Governance •Executive Leadership/CEO •Financial/Capital Allocation •Health and Safety •Human Capital Management •International Business •Materials Science and Engineering •Mergers and Acquisitions •Multiple-Part Manufacturing •Strategic Planning •Technology | DuPont de Nemours, Inc. (NYSE: DD), a global chemicals company •President, Water & Protection (2021–2025) •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 | | | Education | | | •BS, Chemical Engineering, University of Alabama •MBA, Wharton School at the University of Pennsylvania |

  28. The Board of Directors

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

  29. 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 “Proposal Two - Advisory Vote to Approve Executive Compensation — 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 “Proposal Two - Advisory Vote to Approve Executive Compensation — Compensation Discussion and Analysis — Other Compensation Practices and Policies — Stock Ownership Guidelines” for more information.

  30. Director Compensation Summary

    Director Compensation Summary The following table shows fiscal 2025 compensation for our current and recently exited non-employee directors.

  31. Director Compensation Summary

    | DIRECTOR COMPENSATION TABLE |

  32. Director Compensation Summary

    | | Fees Earned or Paid in Cash ($) | | | Stock Awards ($)(2) | Total ($) | | Name | Annual Retainer ($)(1) | Other ($) | Total ($) | | | | Shirley C. Franklin(3) | 43,924 | — | 43,924 | 129,975 | 173,899 | | Christian A. Garcia | 110,000 | — | 110,000 | 129,975 | 239,975 | | Thomas J. Hansen | 135,271 | — | 135,271 | 129,975 | 265,246 | | Brian C. Healy | 116,486 | — | 116,486 | 129,975 | 246,461 | | Christine Ortiz | 120,000 | — | 120,000 | 129,975 | 249,975 | | Jeffery S. Sharritts | 119,729 | — | 119,729 | 129,975 | 249,704 | | Brian L. Slobodow(3) | 43,924 | — | 43,924 | — | 43,924 | | Bentina Chisolm Terry | 90,870 | — | 90,870 | 129,989 | 220,859 | | Lydia W. Thomas(3) | 42,167 | — | 42,167 | 129,975 | 172,142 | | Stephen C. Van Arsdell | 210,000 | — | 210,000 | 129,975 | 339,975 | | Leland G. Weaver | 90,870 | — | 90,870 | 129,989 | 220,859 | | Karl Niclas Ytterdahl(3) | 43,924 | — | 43,924 | — | 43,924 |

  33. 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 through February 6, 2025. The annual retainers were prorated for the directors’ periods of service during fiscal 2025, as applicable. (2)Reflects the grant date fair value of the RSUs granted during fiscal 2025 computed in accordance with the stock-based compensation accounting rules described in our fiscal 2025 consolidated financial statements, which are included in the Company’s 2025 Annual Report. On February 6, 2025, in connection with their retirement from service, long-tenured directors Ms. Franklin and Dr. Thomas each received an equity-based award in the amount of $130,000. (3)Ms. Franklin, Dr. Thomas and Messrs. Slobodow and Ytterdahl exited the Board at the conclusion of the 2025 Annual Meeting of Stockholders on February 6, 2025. 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, 2025.

  34. 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 | — | — | 4,672 | | Christian A. Garcia | — | — | 4,672 | | Thomas J. Hansen | — | — | 4,672 | | Brian C. Healy | — | — | 4,672 | | Christine Ortiz | — | — | 4,672 | | Jeffery S. Sharritts | — | — | 4,672 | | Bentina Chisolm Terry | — | — | 4,758 | | Lydia W. Thomas | — | — | 4,672 | | Stephen C. Van Arsdell | — | — | 4,672 | | Leland G. Weaver | — | — | 4,758 |

  35. Director Compensation Summary

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

  36. 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 2025, incentive compensation represented approximately 84% 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 2025, produced a performance-based cash incentive compensation payout percentage of 199.0% of target for Mses. Zakas and Rasmussen and Messrs. McAndrew, Heinrichs, Floyd and Helms and a long-term incentive payout percentage of 198.7% for incentives based on rTSR and 200% for incentives based on ROIC 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 2026 annual meeting of stockholders. At the most recent annual meeting of stockholders, approximately 93% 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 2025 Executive Compensation.”

  37. Highlights of Fiscal 2025 Performance

    | | Focused on Operational Investment and Efficiencies to Increase Long-Term Stockholder Value | | | | We generated net sales of $1,429.7 million, operating income of $260.6 million, net income of $191.7 million, adjusted earnings before interest tax depreciation and amortization (“EBITDA”) of $326.2 million, net income per diluted share of $1.22 (with adjusted net income per diluted share of $1.31) and $219.3 million net cash flow provided by operating activities (free cash flow of $172.0 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 to GAAP measures. | | | | | | Dividend Benefits | | Stockholder Value | | •We paid stockholders a quarterly $0.067 per share dividend during fiscal 2025, an increase of approximately 4.7% from fiscal 2024. •We returned $41.9 million to our stockholders through dividends in fiscal 2025. | | We repurchased $15 million of our outstanding Common Stock during fiscal 2025. | |

  38. Highlights of 2025 Executive Compensation

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

  39. GUIDING PRINCIPLES

    | Market Competitiveness •Develop comparator groups based on the Company’s unique requirements for a blend of core industrial and technologically advanced products, general industry skills and in recognition of where we source and lose talent •Use different comparator groups based upon the required skills for each position type and level •Use external competitive market data to inform, not dictate, our compensation decisions | Pay Positioning, Pay Mix, and Award Realization •Evaluate Total Direct Compensation (TDC, i.e., salary, annual incentives, and long-term incentives) based on both internal and external market comparisons •Utilize Total Remuneration (TDC plus benefits and perquisites) to provide Company executives a competitive (median) market-based package •Balance TDC in a way that emphasizes both cash and equity ownership •Emphasize at-risk compensation (i.e., performance-based incentives) for executives |

  40. 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 comprehensive review focuses on companies that have similar industries for the Company’s talent market, relevant and appropriate size and business model screening criteria (e.g., well-managed companies; water, fluid, and flow control products manufacturers; municipality, utility, residential and non-residential construction customer base; and technology-leaning organizations), 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 2025, the Compensation Committee made no changes to the previous year’s group. The Peer Group for fiscal 2025 consisted of the companies listed below.

  41. PEER GROUP BENCHMARKING AND TOTAL COMPENSATION

    | Fiscal 2025 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. | | |

  42. 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. For fiscal 2026, the Compensation Committee, with input from its independent compensation consultant, reviewed and updated our peer group to ensure that it remains reflective of our talent market, relevant and appropriate size, and business model screening criteria. The Compensation Committee adopted a revised peer group of 19 companies, which removes three companies, including Chart Industries, Columbus McKinnon and Helios Technologies, that fail screening criteria related to market premiums, total shareholder return and return on invested capital. The revised peer group adds three companies that better align with the Company’s size and financial performance requirements, including Flowserve Corporation, A.O. Smith Corporation and AAON, Inc. The revised peer group will be used in making compensation decisions with respect to fiscal 2026.

  43. 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 |

  44. 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 2025.

  45. 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 2025, 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 adjusted 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 GHG 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 “2025 Annual Performance Targets and Results” table below.

  46. ANNUAL CASH INCENTIVE AWARDS

    | 2025 ANNUAL PERFORMANCE TARGETS AND RESULTS | | | | | | | | | | | | | | Weighted Aggregate Actual % of Target 199.0% | | Metric | Weight (% of Target Bonus) | Results Required to Achieve Bonus ($ in millions, except for percentages)(1) | | | Actual 2025 Payout Factor (% of Target Bonus) unweighted | | | | | Threshold (50%) | Target (100%) | Maximum (200%) | | | | Adjusted EBITDA | 50.0% | | | | 200.0% | | | Adjusted Net Sales | 25.0% | | | | 200.0% | | | Adjusted Working Capital as a % of Adjusted Net Sales | 15.0% | | | | 200.0% | | | ESG | 10.0% | — | — | — | 190.0% | |

  47. ANNUAL CASH INCENTIVE AWARDS

    (1)See Exhibit A for a reconciliation of non-GAAP to GAAP measures.

  48. FISCAL 2025 ANNUAL CASH INCENTIVE AWARDS

    FISCAL 2025 ANNUAL CASH INCENTIVE AWARDS Based on actual performance against the performance goals as set forth above, each NEO earned 199.0% of her or his annual cash target opportunity for fiscal 2025. The table below shows each NEO’s annual cash target opportunity and the amount of the annual cash bonuses paid to each NEO.

  49. FISCAL 2025 ANNUAL CASH INCENTIVE AWARDS

    | | At Target Performance | | At Actual Performance | | | Name | % of Salary | Amount ($) | % of Target | Amount ($)(1) | | Marietta Edmunds Zakas | 110% | 1,024,460 | 199.0% | 2,038,676 | | Paul McAndrew | 75% | 431,139 | 199.0% | 857,966 | | Melissa Rasmussen | 70% | 224,671 | 199.0% | 447,096 | | Steven S. Heinrichs | 70% | 159,274 | 199.0% | 316,955 | | Todd P. Helms | 60% | 238,116 | 199.0% | 473,851 | | Scott P. Floyd | 60% | 248,333 | 199.0% | 494,183 |

  50. FISCAL 2025 ANNUAL CASH INCENTIVE AWARDS

    (1) Each of Ms. Rasmussen’s and Mr. Heinrichs’ bonus payment was prorated based on the number of days of service during fiscal 2025.

  51. 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 2025 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 2025, 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 2025, fiscal 2024 and fiscal 2023, 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 PRSUs are based 50% on rTSR performance ("Market Units") and 50% on ROIC (“ROIC Units”).

  52. 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 2023, fiscal 2024 and fiscal 2025: •For each of fiscal 2023, fiscal 2024 and fiscal 2025, 50% of each NEO’s target long-term incentive compensation value was awarded in PRSUs. The number of PRSUs awarded was equal to the target value divided by the share price of our Common Stock on the date of award. As noted above, the PRSUs comprise 50% Market Units and 50% ROIC Units. •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. •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. PERFORMANCE MEASURES AND RESULTS FOR FISCAL 2025 The applicable performance targets for the performance period for PRSUs awarded for fiscal 2023 (vested September 30, 2025), fiscal 2024 (vesting September 30, 2026) and fiscal 2025 (vesting September 30, 2027) were each 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 2023, fiscal 2024 and fiscal 2025 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. For the fiscal 2023 Market Unit grant, the performance during the actual performance period resulted in a Company rTSR in the 74th percentile, resulting in an achievement of 198.7%. 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)1, 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 2025 awards, vesting at the end of fiscal 2027, the performance necessary to earn at least 50% of ROIC Unit target payout requires annual ROIC of 12.50%, the performance necessary to earn 100% of ROIC Unit target payout requires ROIC of 14.50%, and the performance necessary to earn the maximum 200% of ROIC Unit target payout requires ROIC of at least 17.00%. For fiscal 2024 awards, vesting at the end of fiscal 2026, the performance necessary to earn at least 50% of ROIC Unit target payout requires annual ROIC of 9.50%, the performance necessary to earn 100% of ROIC Unit target payout requires ROIC of 11.25%, and the performance necessary to earn the maximum 200% of ROIC Unit target payout requires ROIC of at least 13.50%. For fiscal 2023 awards, which vested at the end of fiscal 2025, 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%. Actual ROIC performance for the fiscal 2023 awards’ fiscal 2025 performance period was 21.48%. Actual ROIC performance for the fiscal 2023 awards’ fiscal 2024 performance period was 16.60%. Actual ROIC performance for the fiscal 2023 awards’ fiscal 2023 performance period was 11.11%. Accordingly, the average ROIC performance over the fiscal 2023 awards performance period was 16.40%, with the achievement amount equal to 200% of the target. See “Executive Compensation Tables — Grants of Plan-Based Awards Table” for additional information. 1 For the fiscal 2025 awards, this multiplier was changed to (one minus the Company’s adjusted effective tax rate).

  53. PERFORMANCE-BASED RESTRICTED STOCK UNITS

    | PRSU PERFORMANCE MEASURES AND RESULTS FOR PERFORMANCE PERIOD ENDED FISCAL 2025 | | | | |

  54. PERFORMANCE-BASED RESTRICTED STOCK UNITS

    PRSU AWARD ISSUANCES Common Stock to be issued related to PRSUs awarded in fiscal 2024 (for the three-year award cycle from fiscal 2024 through fiscal 2026) and fiscal 2025 (for the three-year award cycle from fiscal 2025 through fiscal 2027) will not be issued until the Compensation Committee confirms performance results for the fiscal 2026 and fiscal 2027 performance periods, respectively. Shares of Common Stock issued in December 2025 to NEOs for the PRSUs awarded in fiscal 2023 (for the three-year award cycle from fiscal 2023 through fiscal 2025) and vested in fiscal 2025 are set forth on the following page:

  55. PERFORMANCE-BASED RESTRICTED STOCK UNITS

    | Year of Award | Performance Period | | | | | | | Fiscal 2023 | Fiscal 2024 | Fiscal 2025 | Fiscal 2026 | Fiscal 2027 | | Fiscal 2023 | Vested 2023 Market Unit Awards (1 Tranche) | | | | | | | Vested 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) | | | | | Fiscal 2025 | | | Future Vesting of 2025 Market Unit Awards (1 Tranche) | | | | | | | Future Vesting of 2025 ROIC Unit Awards (1 Tranche) | | |

  56. PERFORMANCE-BASED RESTRICTED STOCK UNITS

    | PRSU SETTLEMENTS OF FISCAL 2023 AWARD | | | | | Performance Period | Total Issued Number of Shares | | | Fiscal 2023 Through Fiscal 2025(1) | | | Name | Number of Shares Earned | | | Marietta Edmunds Zakas | 74,248 | 74,248 | | Paul McAndrew | 39,300 | 39,300 | | Melissa Rasmussen | — | — | | Steven S. Heinrichs | 54,585 | 54,585 | | Todd P. Helms | 39,300 | 39,300 | | Scott P. Floyd | 34,935 | 34,935 |

  57. PERFORMANCE-BASED RESTRICTED STOCK UNITS

    (1)Fiscal 2025 shares (granted for fiscal 2023) issued includes shares awarded based 50% on rTSR and 50% on ROIC performance.

  58. TIME-BASED RESTRICTED STOCK UNITS

    TIME-BASED RESTRICTED STOCK UNITS For fiscal 2025, 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.”

  59. TIME-BASED STOCK OPTIONS

    TIME-BASED STOCK OPTIONS For fiscal 2025, 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 2025 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 2025 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 our Annual Report on Form 10-K for the year ended September 30, 2025. To see the value actually received upon exercise of options by the NEOs in fiscal 2025, refer to our Annual Report on 2025 Option Exercises and Stock Vested table in this Proxy Statement. Outstanding option awards are reflected in the 2025 Outstanding Equity Awards table in this Proxy Statement. Also see the “Executive Compensation Tables — Grants of Plan-Based Awards Table” for additional information.

  60. 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.

  61. 2025 LEADERSHIP TRANSITIONS AND AWARDS

    2025 LEADERSHIP TRANSITIONS AND AWARDS In connection with Mr. McAndrew’s appointment as President and CEO, effective as of the Transition Date, Mr. McAndrew will receive an annual base salary of $915,000, a target annual bonus opportunity for fiscal year 2026 equal to 100% of his base salary (pro-rated as of the Transition Date) and a target long-term incentive opportunity equal to 370% of Mr. McAndrew’s base salary, minus the long-term incentive opportunity granted to Mr. McAndrew in December 2025 (the “2026 LTI Grant”). The 2026 LTI Grant will be granted in the form of stock options (25%), RSUs (25%) and PRSUs (50%). The stock options and restricted stock units will vest ratably over a three-year period. The PRSUs will be subject to the same performance cycle and criteria as the PRSUs granted to Mr. McAndrew in December 2025. In connection with Ms. Zakas’ transition to Senior Advisor on the Transition Date, she will be paid her current base salary, pro-rated from the Transition Date to December 31, 2026 (“Transition Period”). Additionally, Ms. Zakas will receive the following payments and benefits: (i) a prorated annual bonus for fiscal year 2026, determined based on the greater of target and actual performance, (ii) a reduced fiscal year 2026 equity award, to be granted as performance-based restricted stock units with a grant date value of $2,000,000, (iii) COBRA continuation coverage with monthly payments equal to 150% of the applicable monthly COBRA rate for the first 12 months of coverage (which coverage may be extended for an additional 24 month period at Ms. Zakas’ expense), (iv) continued group life insurance coverage through June 30, 2028, (v) reimbursement for financial planning services of up to $20,000 and (vi) reimbursement for up to $25,000 in legal fees. Ms. Zakas’ equity outstanding awards will remain eligible to vest during the Transition Period pursuant to the terms of the applicable incentive plans and award agreements.

  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 applicable agreement, 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 independent 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 2025, the Compensation Committee retained Farient Advisors, LLC as its compensation consultant. The Compensation Committee reviews the performance of its compensation consultant annually. In fiscal 2025, 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 | 2025 | 931,327 | — | 2,970,915 | 849,977 | 2,038,676 | 64,388 | 6,855,283 | | | 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 | | Paul McAndrew President and Chief Operating Officer | 2025 | 574,852 | 400,000 | 873,625 | 249,988 | 857,966 | 52,439 | 3,008,869 | | | 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 | | Melissa Rasmussen Senior Vice President and Chief Financial Officer | 2025 | 320,959 | — | 1,454,673 | 193,750 | 447,096 | 176,593 | 2,593,070 | | | 2024 | — | — | — | — | — | — | — | | | 2023 | — | — | — | — | — | — | — | | Steven S. Heinrichs Former Executive Vice President, Chief Financial Officer and Chief Legal and Compliance Officer | 2025 | 227,534 | 400,000 | — | — | 316,955 | 1,499,486 | 2,443,975 | | | 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 | | Todd P. Helms Senior Vice President and Chief Human Resources Officer | 2025 | 396,860 | 25,000 | 392,957 | 112,480 | 473,851 | 37,229 | 1,438,377 | | | 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 | | Scott P. Floyd Senior Vice President, Sales and Marketing | 2025 | 413,889 | 50,000 | 414,952 | 118,737 | 494,183 | 25,440 | 1,517,201 | | | 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 |

  68. Summary Compensation Table

    (1)Generally, salaries for the NEOs are adjusted annually and are effective on February 1st of each year. On March 1, 2025, Mr. Heinrichs transitioned to the role of Senior Advisor until separation of service on September 30, 2025. On March 2, 2025, Ms. Rasmussen assumed the role of CFO of the Company. (2)In connection with fiscal 2023 leadership transitions, 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. (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 2025, the Stock Awards amounts include the aggregate grant date fair values of RSUs, Market Units and ROIC Units granted in fiscal 2025. 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 2025, refer to the 2025 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. The amounts earned for fiscal 2025 were paid in December 2025. 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 2025 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 2025.

  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 | 17,750 | 12,638 | — | 64,388 | | Paul McAndrew | 22,975 | 1,375 | 17,500 | 7,278 | 3,311 | 52,439 | | Melissa Rasmussen | — | 7,500 | 14,896 | 3,061 | 151,136 | 176,593 | | Steven S. Heinrichs | 7,500 | — | 5,112 | 8,124 | 1,478,750 | 1,499,486 | | Todd P. Helms | — | 7,500 | 17,663 | 8,200 | 3,866 | 37,229 | | Scott P. Floyd | — | — | 18,568 | 6,872 | — | 25,440 |

  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 and President). (2)Other compensation for Ms. Zakas and Messrs. McAndrew, Helms and Floyd consists of reimbursement of annual physical exam expenses. For Ms. Rasmussen, other compensation includes relocation reimbursements and expenses totaling $151,136. For Mr. Heinrichs, other compensation includes severance of $1,443,750 and consulting fees of $35,000 received pursuant to his August 2024 agreement with the Company.

  72. Grants of Plan-Based Awards Table

    Grants of Plan-Based Awards Table The following table summarizes the fiscal 2025 annual incentive grants (awarded on December 3, 2024) and other grants made to our NEOs during fiscal 2025 on a grant-by-grant basis. Each of the equity-based awards granted during fiscal 2025 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 2025 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) | — | 1,024,460 | 2,048,920 | | | | | | | | | | 12/3/2024(2) | | | | | | | | | 33,228 | 849,972 | | | 12/3/2024(3) | | | | 16,614 | 33,228 | 66,456 | | | | 1,270,971 | | | 12/3/2024(4) | | | | 16,614 | 33,228 | 66,456 | | | | 849,972 | | | 12/3/2024(5) | | | | | | | 107,592 | 25.58 | | 849,977 | | Paul McAndrew | (1) | — | 431,139 | 862,277 | | | | | | | | | | 12/3/2024(2) | | | | | | | | | 9,771 | 249,942 | | | 12/3/2024(3) | | | | 4,886 | 9,771 | 19,542 | | | | 373,741 | | | 12/3/2024(4) | | | | 4,886 | 9,771 | 19,542 | | | | 249,942 | | | 12/3/2024(5) | | | | | | | 31,644 | 25.58 | | 249,988 |

  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 (#) | | | | | | Melissa Rasmussen | (1) | — | 224,671 | 449,342 | | | | | | | | | | 3/3/2025(2) | | | | | | | | | 7,691 | 193,736 | | | 3/3/2025(2) | | | | | | | | | 29,772 | 749,957 | | | 3/3/2025(3) | | | | 3,846 | 7,692 | 15,384 | | | | 317,218 | | | 3/3/2025(4) | | | | 3,846 | 7,692 | 15,384 | | | | 193,761 | | | 3/3/2025(5) | | | | | | | 21,198 | 25.19 | | 193,750 | | Steven S. Heinrichs | (1) | — | 159,274 | 318,548 | | | | | | | | | Todd P. Helms | (1) | — | 238,116 | 476,232 | | | | | | | | | | 12/3/2024(2) | | | | | | | | | 4,395 | 112,424 | | | 12/3/2024(3) | | | | 2,198 | 4,395 | 8,790 | | | | 168,109 | | | 12/3/2024(4) | | | | 2,198 | 4,395 | 8,790 | | | | 112,424 | | | 12/3/2024(5) | | | | | | | 14,238 | 25.58 | | 112,480 | | Scott P. Floyd | (1) | — | 248,333 | 496,667 | | | | | | | | | | 12/3/2024(2) | | | | | | | | | 4,641 | 118,717 | | | 12/3/2024(3) | | | | 2,321 | 4,641 | 9,282 | | | | 177,518 | | | 12/3/2024(4) | | | | 2,321 | 4,641 | 9,282 | | | | 118,717 | | | 12/3/2024(5) | | | | | | | 15,030 | 25.58 | | 118,737 |

  76. Grants of Plan-Based Awards Table

    (1)Amounts represent the range of possible cash payouts for fiscal 2025 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 2025 were paid in December 2025 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. In connection with her hiring, Ms. Rasmussen received an initial sign-on bonus RSU award in the amount of $750,000, which vests in equal installments on the first, second and third anniversaries of the award date, subject to Ms. Rasmussen’s continued employment through such vesting dates. (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 2025, 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 2025, 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 2025 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 footnotes 3 and 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, 2025.

  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) | 47,778 | — | 13.64 | 11/29/31 | | | | | | | 11/29/22(7) | | | | | 6,208 | 158,428 | | | | | 11/29/22(8) | 42,798 | 21,399 | 11.41 | 11/29/32 | | | | | | | 11/28/23(9) | | | | | 37,782 | 964,197 | | | | | 11/28/23(10) | | | | | | | 56,673 | 1,446,295 | | | 11/28/23(11) | | | | | | | 56,673 | 1,446,295 | | | 11/28/23(12) | 63,068 | 126,136 | 13.22 | 11/28/33 | | | | | | | 12/03/24(13) | | | | | 33,228 | 847,979 | | | | | 12/03/24(14) | | | | | | | 33,228 | 847,979 | | | 12/03/24(15) | | | | | | | 33,228 | 847,979 | | | 12/03/24(16) | — | 107,592 | 25.58 | 12/03/34 | | | | | | Paul McAndrew | 11/29/22(7) | | | | | 3,286 | 83,859 | | | | | 11/29/22(8) | 11,658 | 11,329 | 11.41 | 11/29/32 | | | | | | | 11/28/23(9) | | | | | 9,644 | 246,115 | | | | | 11/28/23(10) | | | | | | | 14,466 | 369,172 | | | 11/28/23(11) | | | | | | | 14,466 | 369,172 | | | 11/28/23(12) | 16,098 | 32,196 | 13.22 | 11/28/33 | | | | | | | 05/09/24(17) | | | | | 31,315 | 799,159 | | | | | 12/03/24(13) | | | | | 9,771 | 249,356 | | | | | 12/03/24(14) | | | | | | | 9,771 | 249,356 | | | 12/03/24(15) | | | | | | | 9,771 | 249,356 | | | 12/03/24(16) | — | 31,644 | 25.58 | 12/03/34 | | | | | | Melissa Rasmussen | 03/03/25(18) | | | | | 29,772 | 759,781 | | | | | 03/03/25(13) | | | | | 7,691 | 196,274 | | | | | 03/03/25(14) | | | | | | | 7,692 | 196,300 | | | 03/03/25(15) | | | | | | | 7,692 | 196,300 | | | 03/03/25(16) | — | 21,198 | 25.19 | 03/03/35 | | | | |

  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 | 11/29/22(7) | | | | | 3,286 | 83,859 | | | | | 11/29/22(8) | — | 11,329 | 11.41 | 11/29/32 | | | | | | | 11/28/23(9) | | | | | 5,672 | 144,749 | | | | | 11/28/23(10) | | | | | | | 8,508 | 217,124 | | | 11/28/23(11) | | | | | | | 8,508 | 217,124 | | | 11/28/23(12) | — | 18,938 | 13.22 | 11/28/33 | | | | | | | 12/03/24(13) | | | | | 4,395 | 112,160 | | | | | 12/03/24(14) | | | | | | | 4,395 | 112,160 | | | 12/03/24(15) | | | | | | | 4,395 | 112,160 | | | 12/03/24(16) | — | 14,238 | 25.58 | 12/03/34 | | | | | | Scott P. Floyd | 12/02/20(5) | 10,287 | — | 11.86 | 12/02/30 | | | | | | | 11/30/21(6) | 22,521 | — | 13.64 | 11/29/31 | | | | | | | 11/29/22(7) | | | | | 2,921 | 74,544 | | | | | 11/29/22(8) | 20,140 | 10,070 | 11.41 | 11/29/32 | | | | | | | 11/28/23(9) | | | | | 5,672 | 144,749 | | | | | 11/28/23(10) | | | | | | | 8,508 | 217,124 | | | 11/28/23(11) | | | | | | | 8,508 | 217,124 | | | 11/28/23(12) | 9,469 | 18,938 | 13.22 | 11/28/33 | | | | | | | 06/07/24(19) | | | | | 24,257 | 619,039 | | | | | 12/03/24(13) | | | | | 4,641 | 118,438 | | | | | 12/03/24(14) | | | | | | | 4,641 | 118,438 | | | 12/03/24(15) | | | | | | | 4,641 | 118,438 | | | 12/03/24(16) | — | 15,030 | 25.58 | 12/03/34 | | | | |

  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. 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 our Common Stock on the NYSE on September 30, 2025 of $25.52 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 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. (7)This row includes annual incentive RSUs awarded in fiscal 2023 in accordance with the Stock Plan. (8)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. (9)This row includes annual incentive RSUs awarded in fiscal 2024 in accordance with the Stock Plan. (10)This row includes annual incentive Market Units awarded in fiscal 2024 for a cumulative three-year award cycle (fiscal 2024 through fiscal 2026). 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 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 number of PRSUs shown assumes target performance for the award cycle. See “Compensation Discussion and Analysis — Compensation Elements — Long-Term Equity-Based Compensation — Performance-Based Restricted Stock Units.” (12)This row includes unexercised annual incentive stock options awarded in fiscal 2024. Stock options vest in equal installments on the first, second and third anniversaries of the respective award dates. (14)This row includes annual incentive Market Units awarded in fiscal 2025 for a three-year award cycle (fiscal 2025 through fiscal 2027) 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 2025 for a three-year award cycle (fiscal 2025 through fiscal 2027) 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 unexercised annual incentive stock options awarded in fiscal 2025. Stock options vest in equal installments on the first, second and third anniversaries of the respective award dates. (17)In connection with his appointment as President and Chief Operating Officer in May 2024, 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. (18)In connection with her hiring, Ms. Rasmussen received an initial sign-on bonus RSU award in the amount of $750,000, which vests in equal installments on the first, second and third anniversaries of the award date. All RSUs were awarded in accordance with the Stock Plan. (19)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 2025.

  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 | — | — | 29,104 | 730,927 | 74,248 | 1,894,809 | | Paul McAndrew | — | — | 55,243 | 1,410,670 | 39,300 | 1,002,936 | | Melissa Rasmussen | — | — | — | — | — | — | | Steven S. Heinrichs | 126,604 | 1,570,192 | 43,193 | 1,110,628 | 54,585 | 1,393,010 | | Todd P. Helms | 57,948 | 747,040 | 10,163 | 259,069 | 39,300 | 1,002,936 | | Scott P. Floyd | — | — | 11,344 | 291,881 | 34,935 | 891,542 |

  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 upon 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 of Market Units and ROIC 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, other than Mr. Heinrichs, whose separation of service occurred on September 30, 2025, 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 applicable NEO’s employment had terminated on September 30, 2025. 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 with notice after achieving Retirement eligibility D - Retirement without notice

  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 | 2,914,615(5) | 2,038,676 | — | 55,034 | 25,000 | 5,033,325 | | | B | 5,987,995(6) | 1,024,460 | 8,412,563 | 111,162 | 331,538 | 15,867,718 | | | C | — | — | 7,448,366 | — | — | 7,448,366 | | | D | — | — | 5,469,750 | — | — | 5,469,750 | | Paul McAndrew | A | 1,573,600 | 857,966 | — | 2,207 | 25,000 | 2,458,773 | | | B | 2,071,878 | 431,139 | 3,171,407 | 143,227 | 203,840 | 6,021,491 | | | C | — | — | 2,925,293 | — | — | 2,925,293 | | | D | — | — | — | — | — | — | | Melissa Rasmussen | A | 867,308 | 224,671 | | 36,021 | 25,000 | 1,153,000 | | | B | 867,308 | 561,678 | 1,348,656 | 36,021 | 25,000 | 2,838,663 | | | C | — | — | 1,348,656 | — | — | 1,348,656 | | | D | — | — | — | — | — | — | | Todd P. Helms | A | 431,624(5) | 238,116 | — | 24,925 | 25,000 | 719,665 | | | B | 431,624(6) | 476,232 | 1,392,128 | 24,925 | 25,000 | 2,349,909 | | | C | — | — | 1,247,379 | — | — | 1,247,379 | | | D | — | — | — | — | — | — | | Scott P. Floyd | A | 468,024(5) | 248,333 | — | 17,932 | 25,000 | 759,289 | | | B | 468,024(6) | 496,666 | 2,002,920 | 17,932 | 25,000 | 3,010,542 | | | C | — | — | 1,858,171 | — | — | 1,858,171 | | | D | — | — | — | — | — | — |

  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, 2025, and represent bonus paid at target except for Ms. Zakas and Mr. McAndrew, whose pro rata bonuses are calculated based on actual performance against performance goals as specified by the terms of the December 4, 2024, letter agreement with Ms. Zakas and Mr. McAndrew’s August 21, 2023, employment agreement. (2)The value of stock options is the difference between the closing price of Common Stock on September 30, 2025, 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, 2025, multiplied by the number of RSUs. The value of PRSUs reflects payout at target for future performance periods within the award cycle. The closing price of our Common Stock on September 30, 2025 on the NYSE was $25.52. (3)For Ms. Zakas and Mr. McAndrew, 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. For Ms. Rasmussen and Messrs. Helms and Floyd, each NEO receives a lump sum amount equal to the applicable monthly contribution for health and welfare benefits multiplied by 18, 12 and 12, respectively. (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 Ms. Zakas and Mr. McAndrew or $25,000 for Ms. Rasmussen and 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 Mr. McAndrew is 262.5%. The percentage applicable to Ms. Rasmussen is 150% plus an amount equal to a pro rata annual incentive bonus calculated at target goals as shown in the Bonus Earned as of Event Date column. 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 as shown in the Bonus Earned as of Event Date column. Other severance benefits, if applicable, are paid in monthly installments over 18 months, 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 Mr. McAndrew is equal to two times annual base salary plus two times the greater of (i) the annual target bonus and (ii) the average bonus over the last three years, plus accrued vacation. Cash severance in Case B (change-in-control termination) for Ms. Rasmussen is equal to one and a half times annual base salary and target annual incentive bonus plus pro rata target annual incentive bonus, accrued vacation and ancillary medical benefits. 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, 2025, 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) | | 2025 | — | 6,855,283 | — | 9,446,072 | 2,200,298 | 3,034,408 | 265.88 | 223.24 | 191.7 | 326.2 | | 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 | | 2025 | — | Zakas | Messrs. McAndrew, Heinrichs, Helms and Floyd, Ms. Rasmussen | | 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 2025, volatility between 32.8% and 36.8% and risk-free rate between 3.5% and 3.6%; (ii) for 2024, volatility between 28.3% and 29.2% and risk-free rate between 3.6% and 3.9%; (iii) for 2023, volatility between 30.0% and 30.8% and risk-free rate between 4.9% and 5.3%; (iv) for 2022, volatility between 29.4% and 31.3% and risk-free rate between 4.0% and 4.1%; and (v) 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 2025. 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 | | | 2025 | 2025 | | | ($) | ($) | | Summary Compensation Table (“SCT”) total for PEO | — | 6,855,283 | | Grant Date Fair Value of Equity Awards Granted in Fiscal Year | — | (3,820,892) | | 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 | — | 3,838,101 | | Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | — | 1,412,004 | | 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 | — | 1,161,577 | | 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 | — | 9,446,072 |

  93. Pay Versus Performance

    | | 2025 | | | ($) | | Average Summary Compensation Table (“SCT”) total for non-PEO NEOs | 2,200,298 | | Grant Date Fair Value of Equity Awards Granted in Fiscal Year | (762,232) | | 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 | 759,821 | | Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | 316,235 | | 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 | 520,286 | | 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 | 3,034,408 |

  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 10-K for fiscal year ended 2025 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 2025, (i) the annual total compensation of our median employee (excluding our current CEO) was $71,239 and (ii) the annualized total compensation of our current CEO was $6,855,283. Based on this information, the ratio of the annual total compensation of our CEO to that of the median employee is approximately 96 to 1. Our employee population consists of approximately 3,500 employees located throughout the world, with approximately 84% in the United States. To identify the median employee for fiscal 2025, we included all part-time and full-time employees that were employed for any portion of fiscal 2025 so long as they were still actively employed on September 30, 2025. 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.