DEF 14A of Oil-Dri Corp of America, Oct 28, 2025

DEF 14A of Oil-Dri Corp of America

Filed Oct 28, 2025 · FY20250001628280-25-046749

Open on EDGAR

  1. Proposal 1 - Election of Directors

    Proposal 1 - Election of Directors Our Board currently consists of nine members, each of whose term of office expires at the 2025 Annual Meeting: Ellen-Blair Chube, Paul M. Hindsley, Daniel S. Jaffee, Michael A. Nemeroff, George C. Roeth, Amy L. Ryan, Patricia J. Schmeda, Allan H. Selig and Lawrence E. Washow. The Company proposes that the following nine individuals be elected to our Board. Each nominee currently serves as a director. If any nominee should be unable or unwilling to serve, which is not now contemplated, the proxy holders may, but will not be bound to, vote for a substitute nominee.

  2. THE BOARD RECOMMENDS A VOTE “FOR”

    THE BOARD RECOMMENDS A VOTE “FOR” THE ELECTION OF THE FOLLOWING NOMINEES AS DIRECTORS.

  3. THE BOARD RECOMMENDS A VOTE “FOR”

    | | Daniel S. Jaffee | Age 61 | Director since 1992 | | | Chairman of the Board of Directors and President and Chief Executive Officer of the Company | | | | | Mr. Jaffee graduated from Georgetown University in 1986. Mr. Jaffee joined the Company in 1987 after a year with the accounting firm now known as PricewaterhouseCoopers LLP. He was a product manager in the Industrial and Agricultural divisions of the Company until 1989. In 1990, he became Chief Financial Officer of the Company, a position he held until 1995. From 1990 to 1995, he also held group vice presidential positions in the areas of Canadian and domestic operations, finance, management, information systems and | | | | consumer products. He was Chief Operating Officer from 1995 to 1997. Mr. Jaffee became President in 1995, Chief Executive Officer in 1997 and Chairman of the Board of Directors in 2018. Mr. Jaffee received an M.B.A. from the Kellogg Graduate School of Management of Northwestern University in 2004. Mr. Jaffee’s civic activities include serving as a member of the Board of Directors of the Anti-Cruelty Society of Chicago and as a Trustee of the Chicago History Museum. Mr. Jaffee’s individual qualifications include extensive strategic Company and sorbent minerals industry experience gained through his long service to the Company in various operational, management and executive positions. His deep knowledge of the sorbent minerals industry is augmented by the special perspective he brings to the Board as a third-generation family stockholder. In addition, his previous experience on the Board of Directors of Elkay Manufacturing Company and his active involvement in the local community in advisory roles for several not-for-profit organizations add to his perspective on effective management and strategy for the long-term success of the Company. | | | |

  4. THE BOARD RECOMMENDS A VOTE “FOR”

    | | Lawrence E. Washow | Age 72 | Director since 2013 | | | Vice Chairman of the Board of the Company Chairman, Aspire Brands, Inc. | | | | | Mr. Washow received a bachelor’s degree from Miami University in Oxford, Ohio and earned a Master of Business Administration from the Kellogg Graduate School of Management of Northwestern University. Mr. Washow began his career at AMCOL International Corporation (“AMCOL”), now Mineral Technologies Inc. | | | | Mr. Washow became President and Chief Executive Officer of AMCOL in 2000 and served in these positions and as a director of AMCOL until 2010. He became Vice Chairman of the Oil-Dri Board of Directors in October 2020. He serves as a board member of Aspire Brands, Inc. In addition, he is a private investor and advisor for a number of early-stage companies. Mr. Washow’s individual qualifications include his extensive global experience in minerals, mining, manufacturing and distribution. Mr. Washow is an “audit committee financial expert” within the meaning of SEC rules and brings to the Board his strong business acumen and broad experience in management, operations, public company governance and compliance obtained through the leadership positions that he has held with public corporations, including president, chief executive officer and board member. | | | |

  5. THE BOARD RECOMMENDS A VOTE “FOR”

    | | George C. Roeth | Age 64 | Director since 2016 | | | Lead Director of the Board of the Company | | | | | Mr. Roeth received a Bachelor of Science in Business Administration from the University of California at Berkeley in 1983 and earned a Master of Business Administration from the Kellogg Graduate School of Management of Northwestern University in 1987. From 1987 to 2014, Mr. Roeth held various positions at The Clorox Company (“Clorox”). Most recently, from 2013 to 2014, he served as Chief Operating Officer of Lifestyle, Household and Global Operating Functions of Clorox. Previously, he served as Senior Vice President | | | | and General Manager, during which time he was also Chairman of the Board for the Clorox and Procter & Gamble Glad Products Joint Venture. Prior to that, Mr. Roeth served in several senior-level marketing and operations roles at Clorox, including Senior Vice President and General Manager, Vice President of Growth and Marketing, and Vice President of Brand Development, among others. In 2015, Mr. Roeth joined the Board of Directors of Central Garden & Pet Company (“Central Garden & Pet”) and served as President and Chief Executive Officer of Central Garden & Pet from June 2016 until his retirement on September 28, 2019. Mr. Roeth was appointed as Lead Director of the Oil-Dri Board of Directors in April 2019. Mr. Roeth also served as a Board Member for GP Act III Acquisition Corp. from February 2021 until December 2023. He currently serves on the Executive Advisory Board for Gryphon Investors. Mr. Roeth’s individual qualifications include his proven track record of delivering profitable growth in challenging and highly competitive business environments and his success in simultaneously driving global sales, lowering costs and improving customer satisfaction during his tenure at Clorox and Central Garden & Pet. He also brings to the Board his extensive experience in, and his comprehensive understanding of, the consumer products industry. | | | |

  6. THE BOARD RECOMMENDS A VOTE “FOR”

    | | Ellen-Blair Chube | Age 44 | Director since 2018 | | | Former Managing Director & Client Service Officer, William Blair & Company | | | | | Ms. Chube graduated from Northwestern University in 2002 with a Bachelor of Arts in political science and earned a Juris Doctorate degree from Georgetown University in 2005. Ms. Chube began her career in public service working for Congressman Harold Ford Jr. as a senior advisor in the House of Representatives, as well as on the 2006 Senate campaign. Following her time with Congressman Ford, Ms. Chube became an associate in the government affairs practice of Brownstein Hyatt Farber Schreck, LLP in 2007. In 2009, | | | | Ms. Chube became the Staff Director for the Senate Banking Subcommittee on Security, International Trade and Finance. In this role, she was responsible for financial services and economic policy for former Senator Evan Bayh, including his legislative priorities in the Dodd-Frank financial regulatory reform bill enacted in July 2010. In 2011, Ms. Chube became the Vice President and Chief of Staff to John W. Rogers Jr., Chairman and CEO of Ariel Investments. After four years at Ariel Investments, Ms. Chube served as a Partner, the Managing Director and Client Service Officer at William Blair & Company through 2023. She also served as a member of the Board of Trustees and the Nominating and Corporate Governance Committee and Audit Committee of Equity Commonwealth (NYSE: EQC) until June 2025. Ms. Chube’s civic activities include serving as the Chair of the Board of Directors of Uniting Voices Chicago and as a Trustee of the Museum of Contemporary Art in Chicago. Ms. Chube’s individual qualifications include her expertise and commitment to delivering exceptional client service worldwide as well as her wealth of business and financial services knowledge she has acquired throughout her time at William Blair, Ariel Investments and her notable public service career. In addition, Ms. Chube brings to the Board finance, regulatory, audit committee and human resources committee experience. | | | |

  7. THE BOARD RECOMMENDS A VOTE “FOR”

    | | Paul M. Hindsley | Age 66 | Director since 2019 | | | Senior Director, Investment Banking, William Blair & Company | | | | | Mr. Hindsley received a bachelor’s degree in Management Science from Duke University in 1981 and earned a Master of Management from the Kellogg Graduate School of Management of Northwestern University in 1986. He began his career at Harris Trust and Savings Bank and served as Vice President, Commercial Banking from 1981 to 1989. From 1989 to 1997, Mr. Hindsley was Director of Investment Banking at BMO Capital | | | | Markets. He joined William Blair & Company in 1997 and is currently Senior Director of Investment Banking, specializing in mergers and acquisitions and equity and debt financing transactions. Mr. Hindsley’s individual qualifications include his financial expertise and extensive experience in public and private mergers and acquisitions and equity and debt financing transactions, having closed over 300 transactions for a wide range of consumer and industrial focused clients. From his experience, he brings to the Board a strong financial perspective on the consumer products and packaging industries. In addition, Mr. Hindsley is an “audit committee financial expert” within the meaning of SEC rules. | | | |

  8. THE BOARD RECOMMENDS A VOTE “FOR”

    | | Michael A. Nemeroff | Age 62 | Director since 2006 | | | President and Chief Executive Officer, Vedder Price P.C. | | | | | Mr. Nemeroff received a bachelor’s degree from the State University of New York at Binghamton in 1985 and earned a J.D. from George Washington University in 1988. He joined the law firm of Vedder Price P.C. (“Vedder Price”) in 1988 and has been the Chairman of the firm’s Finance & Transaction Group and an equity shareholder since 1995. Since 1998, he has served on the firm’s Board of Directors. Since 2005, Mr. Nemeroff has served as President and CEO of Vedder Price and a member of the Executive Committee of the firm’s Board of Directors. Vedder Price regularly provides services to the Company. | | | | Mr. Nemeroff serves on the Executive Advisory Board of The Edgewater Funds, a Chicago based private equity firm. He also serves as an Executive Committee and Board of Directors member of Uniting Voices Chicago, a not-for-profit organization making a difference in the lives of children through musical excellence, and Executive Committee Chair of The Wallis Annenberg Center for the Performing Arts in Beverly Hills, CA. Mr. Nemeroff’s individual qualifications include his expertise as a corporate and transactional attorney advising clients on corporate governance, mergers and acquisitions and executive compensation as well as the financial underpinnings of these complex practice areas. In addition, Mr. Nemeroff brings to the Board risk management, finance and business operations experience gained in the various management positions he has held at Vedder Price, including the position of President and Chief Executive Officer of that international law firm. | | | |

  9. THE BOARD RECOMMENDS A VOTE “FOR”

    | | Amy L. Ryan | Age 45 | Director since 2021 | | | Founder and Chief Circular Economist, ESGStrategies | | | | | Ms. Amy Ryan graduated from the University at Albany in 2003 with a Bachelor of Science in Earth and Atmospheric Science and earned a Master’s degree in Business Management from Harvard University in 2020. Ms. Ryan began her 20-year career in Environmental, Social, and Governance (“ESG”) through risk management and environmental, health and safety (“EHS”) compliance roles. From 2004-2018, Ms. Ryan held various environmental management positions within large consulting firms, such | | | | as ERM and WSP (formerly The Louis Berger Group), in addition to Corporate EHS and operational excellence roles at Aramark Corporation. For over a decade, Ms. Ryan led industry agnostic operational risk assessments and audits gaining valuable hands-on experience as well as operational insight within a diverse range of industries, including mining & extractives, industrial manufacturing, and government. She is a Certified Environmental Auditor and Registered Environmental Manager, and from 2018-2020, she supported facilities compliance roles within the pharmaceutical and research industries. Ms. Ryan currently is the Founder and Chief Circular Economist of ESGStrategies, a business consultancy dedicated to the creation of business growth strategies and development of operational frameworks to implementing ESG solutions from within. Ms. Ryan is also an adjunct professor at the University of Albany’s School of Business. Ms. Ryan serves as Vice-Chairwoman of the EU’s Circular Economy Alliance Strategic Foresight Board, and as a Director on several executive boards including Harvard Alumni Association Disaster and Preparedness Response Teams, LifeWorks Community Action of Saratoga County, and Capital District YMCA’s Camp Chingachgook in New York. She is also a guest lecturer at Harvard University, Hult International Business Schools, and the International Business School of Americas. Ms. Ryan brings to the Board strong qualifications on circular economics and ESG principles. In addition, Ms. Ryan has significant experience in corporate risk management, compliance assessment, and strategic solution development for corporations, government, and academic institutions. | | | |

  10. THE BOARD RECOMMENDS A VOTE “FOR”

    | | Patricia J. Schmeda | Age 59 | Director since 2023 | | | Global Chief Information Officer, Wahl Clipper Corporation | | | | | Ms. Schmeda graduated from University of Illinois Chicago with a Bachelor of Arts in Economics in 1990 and earned a Master of Business Administration in Operations and Logistics from Benedictine University in Lisle, Illinois in 2006. In 1991, Ms. Schmeda began her career in Information Technology and held many roles of increasing responsibility within the discipline at both Stenograph L.L.C. and TCF Bank. In 1999, Ms. | | | | Schmeda joined A. M. Castle & Co where she assumed many leadership positions over an 11-year period, culminating in Vice President of Information Technology & Chief Information Officer until 2010. From 2010 to 2022, Ms. Schmeda was Chief Information Officer & Vice President of Information Technology at Elkay Manufacturing Company. Ms. Schmeda currently serves as Global Chief Information Officer at Wahl Clipper Corporation where she leads all strategies and efforts related to information technology focused on enterprise solutions, business intelligence, and cybersecurity framework. Ms. Schmeda is a member of the CIO Professional Network, an executive volunteer for i.c. stars, and a volunteer mentor at WOMEN Unlimited, Inc. Ms. Schmeda brings to the Board strong qualifications in information technology, digital transformations, enterprise project management and cybersecurity governance. | | | |

  11. THE BOARD RECOMMENDS A VOTE “FOR”

    | | Allan H. Selig | Age 91 | Director since 1969 | | | Commissioner Emeritus of Major League Baseball President and Chairman of the Board, Selig Leasing Company Inc. President, AHS Investments, LLC | | | | | Commissioner Emeritus Selig received a bachelor’s degree from the University of Wisconsin in 1956. After two years in the United States Army, he joined Selig Ford, Inc. He served as President of Selig Ford (which became Selig Chevrolet in 1982) from 1959 until 1990. Since 1970, he has served as Chairman of the Board and President of Selig Leasing Company Inc. He became President and Chief Executive Officer of the Milwaukee | | | | Brewers Baseball Club, Inc. in 1970 and served in that capacity until 1998, when he was elected to the position of Commissioner of Major League Baseball (“MLB”). He also served as Chairman of the Executive Council of MLB from 1992 to 1998. He now holds the position of Commissioner Emeritus of MLB following his retirement as Commissioner in January of 2015. He is a director of Marcus Corporation and a director emeritus of the Green Bay Packers, Inc. In addition, he is a director of the Greater Milwaukee Committee, the Milwaukee Club, the University of Wisconsin Foundation and Ixonia Bancshares, Inc. and a trustee of the Boys and Girls Clubs of Greater Milwaukee. He is a founder and vice chairman of Athletes for Youth and co-founder of the Child Abuse Prevention Fund. Mr. Selig was inducted into the Baseball Hall of Fame on July 30, 2017 in Cooperstown, NY. Commissioner Emeritus Selig’s individual qualifications include sound judgment, integrity and business management skills gained through his management of several businesses, including his long tenure in his positions as MLB Commissioner, as Chief Executive Officer of the Milwaukee Brewers Baseball Club and as President and Chairman of his family’s automobile businesses. His unique ability to manage by consensus brought change and growth in baseball despite economic and political challenges both inside and outside of baseball. In addition, he is a community leader and an active advisor to several philanthropic organizations. | | | |

  12. Director Compensation

    Director Compensation We seek to provide a competitive compensation program to attract and retain quality non-management directors. The program addresses the time, effort, expertise, and accountability required of active Board membership. For fiscal 2025, the compensation received by our non-management directors consisted of an annual cash retainer of $33,000 and a $3,000 fee for each Board or committee meeting attended in person or virtually (including by phone) when virtual attendance is the only option, or $1,500 for attendance virtually when in-person attendance is an option. In addition, for fiscal 2025, Mr. Washow received an annual cash retainer of $15,000 as Chair of our Audit Committee, Ms. Chube received an annual cash retainer of $10,000 as Chair of our Compensation Committee and Mr. Roeth received an annual cash retainer of $25,000 as Lead Director. Non-management directors may also from time to time receive additional fees for the provision of services on additional committees or Board initiatives. In fiscal 2025, these consisted of $5,000 payments to each of Mr. Nemeroff and Mr. Selig for service on the Compensation Committee. Management directors do not receive additional compensation for their service on our Board. Directors are also reimbursed for expenses incurred in connection with their services to the Company and their attendance at meetings. The following table sets forth information about compensation paid to our directors for their service in fiscal 2025.

  13. Fiscal 2025 Director Compensation Table

    Fiscal 2025 Director Compensation Table

  14. Fiscal 2025 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($) (2) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (3) | Total ($) | | Daniel S. Jaffee (4) | $— | $— | $— | $— | | Ellen-Blair Chube | $58,000(5) | $— | $— | $58,000 | | Paul M Hindsley | $54,000 | $— | $— | $54,000 | | Michael A. Nemeroff | $53,000(6) | $— | $— | $53,000 | | George C. Roeth | $70,000(7) | $— | $284 | $70,284 | | Amy L. Ryan | $45,000 | $— | $— | $45,000 | | Patricia J. Schmeda | $57,000 | $— | $— | $57,000 | | Allan H. Selig | $50,000(6) | $— | $— | $50,000 | | Lawrence E. Washow | $72,000(8) | $— | $— | $72,000 |

  15. Fiscal 2025 Director Compensation Table

    (1) The Company has historically paid non-management directors meeting fees, which varied depending on whether such directors attended a Board meeting in-person or virtually. Directors are paid $3,000 for each Board or committee meeting attended in person or virtually (if virtual is the only option), or $1,500 for meetings attended virtually or by phone when in-person attendance is available. Further, the compensation received by our non-management directors consists of an annual cash retainer of $33,000. (2) There were no stock awards granted to directors in fiscal 2025. Mr. Jaffee held 268,000 restricted shares of Class B Stock and each of the other above-named directors held 2,000 restricted shares of Common Stock, as of July 31, 2025. See “Security Ownership of Management” below for additional information regarding the restricted shares held by our directors. (3) The amounts shown consist of interest earned in excess of 120% of the applicable federal long-term rate on the aggregate balances in our executive deferred compensation plan. Deferrals under this plan earn a return equal to our long-term cost of borrowing plus 1%. (4) Directors who are also employees do not receive additional compensation for their service on our Board. See the Executive Compensation section of this Proxy Statement for information regarding Mr. Jaffee’s compensation as our President and CEO. (5) Includes an annual retainer of $10,000 for serving in the role of Chair of our Compensation Committee. (6) Includes a $5,000 fee for service on the Compensation Committee. (7) Includes an annual retainer of $25,000 for serving in the role of Lead Director. (8) Includes an annual retainer of $15,000 for serving in the role of Chair of our Audit Committee. We maintain an unfunded, voluntary non-qualified deferred compensation plan which allows our non-employee directors to defer compensation received in exchange for their non-employee director services to us. We do not contribute to the plan. Amounts deferred under the plan earn interest at a rate equal to our long-term cost of borrowing plus one percent (1%). Distributions may be made in a lump-sum or in installments (subject to certain restrictions in the plan) upon the non-employee director’s death, disability, other termination of service, a change of control of us, and certain unforeseeable emergencies, each as defined in the plan.

  16. Compensation Discussion and Analysis

    | What We Do | What We Don’t Do | | •Company performance-based cash incentive compensation. •Caps on Company performance-based cash incentive compensation. •Meaningful portion of executive compensation at risk based on Company performance. •Multi-year equity award vesting periods for equity awards. •One-year minimum vesting requirement under equity incentive plan, with limited exceptions. •Annual review and approval of our executive compensation program. •Annual compensation risk assessment. •Clawback policy on cash and equity incentive compensation. | •No change in control payments outside of those provided for in compensation plans and available to all participants in those plans. •No short sales, hedging, pledging of stock ownership positions, or transactions involving derivatives of our common stock, with limited exceptions. •No strict benchmarking of executive compensation to a specific percentile of our compensation peer group. •No pension benefits. •No incentivizing unnecessary or excessive risk taking. •No employment agreements with executive officers that provide for a guaranteed term of employment. •No excessive perquisites. |

  17. Role of a Compensation Consultant

    Role of a Compensation Consultant In establishing compensation levels for each executive officer, the Compensation Committee has the authority to engage the services of outside experts. From time to time, the Compensation Committee has engaged a compensation consultant in connection with its compensation decisions. The Compensation Committee did not engage a compensation consultant in fiscal 2025.

  18. Use of Peer Group to Benchmark Compensation

    Use of Peer Group to Benchmark Compensation From time to time, the Compensation Committee has engaged a compensation consultant to assist the Compensation Committee in benchmarking executive officer compensation against a peer group of companies comparable to the Company. However, the Compensation Committee does not benchmark against a peer group each year and did not benchmark against a peer group when determining compensation in fiscal 2025. The Compensation Committee believes that over-reliance on benchmarking can result in compensation that is unrelated to the value delivered by our executive officers because it does not take into account the specific performance of the executive officers, the relative size, growth, and performance of the Company, or any unique circumstances or strategic considerations of the Company.

  19. Annual Incentive Plan

    Annual Incentive Plan The Annual Incentive Plan, provides for a target cash bonus equal to a percentage of each eligible employee’s annual base salary (each, a “Cash Incentive Award”). This percentage is generally determined by salary grade, which reflects the level of responsibility and expected contribution of the employee’s position to our financial results. For employees in the higher salary grades (including executive officers), a larger proportion of their compensation takes the form of a Cash Incentive Award than is the case for employees in the lower salary grades. For some of these employees (including executive officers), there is also an opportunity to earn an executive deferred bonus award, as described further below (an “Executive Deferred Bonus Award”). As part of its annual review of executive compensation, our Compensation Committee sets the bonus opportunity for Cash Incentive Awards and Executive Deferred Bonus Awards for Mr. Jaffee, and determines the reasonableness of the Cash Incentive Awards and Executive Deferred Bonus Awards proposed by Mr. Jaffee for the Company’s other executive officers. The bonus opportunities are set as a percentage of base salary. The Compensation Committee primarily considers factors relevant to the current fiscal year when it sets performance metrics, their weighting, targets, and payout levels because each fiscal year presents a unique set of challenges and business conditions for our executives to navigate. Financial results from prior years are used as a reference point, but the annual goals are set primarily to align pay with performance that would reflect strong financial results commensurate with the projected business and economic conditions for the current fiscal year. Components of Annual Incentive Plan: A.Cash Incentive Award: The Annual Incentive Plan provides for the possibility of Cash Incentive Awards based on corporate financial performance. This measure serves to unite executives to work together to improve the Company’s performance. Generally, if we meet our corporate financial performance target, a full target bonus is paid to each executive, including the NEOs. If the Company fails to meet the corporate financial performance target but meets certain financial performance thresholds, a bonus of less than 100% of target bonus may be paid. If the Company exceeds the corporate financial performance target, bonuses above 100% of target may be paid; however, no employee can receive a bonus greater than 200% of target under the Annual Incentive Plan. B.Executive Deferred Bonus Award: The Annual Incentive Plan also provides the opportunity for select senior managers designated by Mr. Jaffee, including our executive officers, to earn an Executive Deferred Bonus Award based on corporate financial performance. This award is designed to reward and retain talented executives. Payment of Executive Deferred Bonus Awards is deferred until the vesting date established for each fiscal year’s award, subject to earlier payout upon death, retirement, disability or a change in control of the Company. Bookkeeping accounts are established for all Executive Deferred Bonus Awards, which earn interest at a rate equal to our long-term cost of borrowing plus one percent (1%). At the request of Mr. Jaffee, he was not eligible for an Executive Deferred Bonus Award for fiscal 2025. All of the Company’s other executive officers were eligible. Operation of the Annual Incentive Plan: At the beginning of each fiscal year, Mr. Jaffee presents his proposal for the performance measures that will determine the calculation of the Cash Incentive Awards and Executive Deferred Bonus Awards for that year, along with specific performance targets and payout ranges, to the Compensation Committee. The Company’s General Counsel, Vice President of Human Resources, and Chief Financial Officer each participate in this presentation as well. The Compensation Committee has the general authority to review and determine the reasonableness of the performance measures, targets and payout ranges (and any changes thereto) as they relate to the total compensation of the Company’s executive officers. For fiscal 2025, following review and deliberations, the Compensation Committee approved the initial proposal presented by Mr. Jaffee. The performance measure under the Annual Incentive Plan for fiscal 2025 was the Company’s adjusted pre-tax, pre-bonus income as compared with the fiscal 2025 adjusted corporate budget, with target level performance equal to such budget. The Compensation Committee believes that adjusted pre-tax, pre-bonus income focuses our executive officers on profitable Company growth and is aligned with stockholder returns. The adjusted pre-tax, pre-bonus income for fiscal 2025 was determined by adjusting pre-tax income as shown in our fiscal 2025 audited consolidated financial statements as follows: (i) adding the total amount of Cash Incentive Awards and Executive Deferred Bonus Awards earned for fiscal 2025 (notwithstanding any deferred payments); and (ii) subtracting the amortization for prior years’ Executive Deferred Bonus Awards. As a result of these adjustments, the financial performance measure under the Annual Incentive Plan takes into consideration the full amount of any Executive Deferred Bonus Award in the fiscal year for which it is earned, rather than amortizing that bonus over its vesting period. NEOs were eligible to receive from 25% to 200% of target Cash Incentive Award if the Company achieved approximately 78% to 130% (or more) of the target adjusted pre-tax, pre-bonus income. Under that performance measure and after the effect of the adjustments described above, our NEOs could have earned Cash Incentive Awards in fiscal 2025 as shown below:

  20. Annual Incentive Plan

    | | Adjusted Pre-Tax Pre-Bonus Income | % of Target Bonus Earned | | Threshold | $54,867,000 | 25% | | Target | $70,796,000 | 100% | | Maximum | $92,035,000 | 200% |

  21. Annual Incentive Plan

    NEOs other than Mr. Jaffee were eligible to receive from 75% to 200% of target Executive Deferred Bonus Award if the Company achieved approximately 93% to 130% (or more) of the target adjusted pre-tax, pre-bonus income. Under that performance measure and after the effect of the adjustments described above, the NEOs could have earned Executive Deferred Bonus Awards in fiscal 2025 as shown below:

  22. Annual Incentive Plan

    | | Adjusted Pre-Tax Pre-Bonus Income | % of Target Bonus Earned | | Threshold | $65,486,000 | 75% | | Target | $70,796,000 | 100% | | Maximum | $92,035,000 | 200% |

  23. Annual Incentive Plan

    If performance fell between two of the specified targets in the tables above, the target bonus payment percentage would be linearly interpolated. The bonus opportunity for fiscal 2025 as a percent of base salary for the NEOs is shown in the following table:

  24. Annual Incentive Plan

    | | Bonus Opportunity as a % of Base Salary | | | | | | | | | | | Threshold | | | Target | | | Maximum | | | | | Cash Incentive Award (1) | Executive Deferred Bonus Award (2) | Total Annual Incentive Award | Cash Incentive Award | Executive Deferred Bonus Award | Total Annual Incentive Award | Cash Incentive Award | Executive Deferred Bonus Award | Total Annual Incentive Award | | Daniel S. Jaffee (3) | 17.50% | 15.00% | 32.50% | 70.00% | 20.00% | 90.00% | 140.00% | 40.00% | 180.00% | | Susan M. Kreh | 12.50% | 15.00% | 27.50% | 50.00% | 20.00% | 70.00% | 100.00% | 40.00% | 140.00% | | Christopher B. Lamson | 10.00% | 15.00% | 25.00% | 40.00% | 20.00% | 60.00% | 80.00% | 40.00% | 120.00% | | Aaron V. Christiansen | 10.00% | 15.00% | 25.00% | 40.00% | 20.00% | 60.00% | 80.00% | 40.00% | 120.00% | | Laura G. Scheland | 10.00% | 15.00% | 25.00% | 40.00% | 20.00% | 60.00% | 80.00% | 40.00% | 120.00% |

  25. Annual Incentive Plan

    (1) The threshold for payment of a Cash Incentive Award was adjusted pre-tax, pre-bonus income corresponding to the achievement of approximately 78% of the target adjusted pre-tax, pre-bonus income. That achievement level would result in payment of 25% of target Cash Incentive Award. No Cash Incentive Award would be awarded below that level of performance. (2) The threshold for earning of an Executive Deferred Bonus Award was adjusted pre-tax, pre-bonus income corresponding to the achievement of approximately 93% of our fiscal 2025 adjusted corporate budget. That achievement level would result in an award of 75% of target bonus for both Cash Incentive Awards and Executive Deferred Bonus Awards. (3) Mr. Jaffee did not participate in the Executive Deferred Bonus Award portion of the Annual Incentive Plan for 2025. However, our Compensation Committee has typically awarded Mr. Jaffee either (i) a non-deferred cash award or (ii) restricted stock, in either case equal to the dollar value of an Executive Deferred Bonus Award that he would have received had he been a participant in that portion of the Annual Incentive Plan in order to provide him with a comparable award. For fiscal 2025, the Compensation Committee awarded Mr. Jaffee with a non-deferred cash award for fiscal 2025 equal to 139.4% of the target Executive Deferred Bonus Award that would have been applicable to Mr. Jaffee if he were a participant in the “Executive Deferred Bonus” portion of the Annual Incentive Plan in lieu of such deferred bonus. The award is reflected in the Summary Compensation Table but was paid following the completion of the fiscal year. The Company’s adjusted, pre-tax, pre-bonus income for fiscal 2025 was $79,174,000, which exceeded the target achievement level for the 2025 Cash Incentive Awards listed above and resulted in payment of Cash Incentive Awards to the NEOs for fiscal 2025 equal to 139.4% of target bonus. The Company’s adjusted, pre-tax, pre-bonus income also exceeded the target achievement level for the 2025 Executive Deferred Bonus Awards listed above and resulted in Executive Deferred Bonus Awards to the Company’s NEOs (other than Mr. Jaffee) for fiscal year 2025 equal to 139.4% of target bonus. Executive Deferred Bonus Awards awarded for fiscal 2025 performance are deferred and will be paid in cash in full at the end of three years (July 31, 2028), provided the executive is still employed by the Company at that time, subject to earlier payment as described above. Although Mr. Jaffee was not a recipient of an Executive Deferred Bonus Award under our Annual Incentive Plan in fiscal 2025, the Compensation Committee considered the dollar value of an Executive Deferred Bonus Award that he would have had the opportunity to receive had he been a recipient of an Executive Deferred Bonus Award as a reference in approving an award, payable in cash or restricted stock, with a dollar value equal to the amount of such Executive Deferred Bonus Award that he would have earned in order to provide him with a comparable award opportunity for fiscal 2025. Following the completion of 2025 financial results, the Compensation Committee approved the final award to Mr. Jaffee.The award fulfills the intention of the Compensation Committee, stated in 2024, to grant Mr. Jaffee an award comparable to the Executive Deferred Bonus Award that he would have received had he not chosen to be excluded from that portion of our Annual Incentive Plan for fiscal 2025. Annual Cash Incentive Awards and Executive Deferred Bonus Awards to our NEOs are shown in the Summary Compensation Table in the column captioned “Non-Equity Incentive Plan Compensation.” Our Annual Incentive Plan gives Mr. Jaffee discretion to adjust the performance measures, targets and payout ranges used for incentive purposes if Mr. Jaffee determines such change is desirable in the interest of equitable treatment of the Company’s employees and the Company as a result of, among other things, extraordinary or nonrecurring events, a corporate reorganization or any other change in circumstances or event; provided, however, that in no event may any employee receive a bonus greater than 200% of target under the plan. Mr. Jaffee typically will confer with members of the Compensation Committee in connection with any such adjustments; however, for fiscal 2025, no adjustments were proposed or made. Mr. Jaffee may also exercise discretion in determining the incentive bonus to be paid under our Annual Incentive Plan to any employee, including our executive officers (except himself), by: •Increasing or decreasing any participant’s percent of a Cash Incentive Award earned by up to 25%, subject to limitations specified in our Annual Incentive Plan. For example, if, according to the corporate financial performance measure, 75% of the corporate financial performance bonus has been earned, Mr. Jaffee may adjust an individual participant’s percentage of Cash Incentive Award earned to as little as 50% or as much as 100%. •Adjusting individual Executive Deferred Bonus Awards downward or upward, based on the participant’s individual performance and/or the performance of the participant’s department or division. •Awarding a Cash Incentive Award under the Annual Incentive Plan of up to 25% of the total dollar amount of the target bonus for all exempt employees (and up to 100% of the total dollar amount of the overall target bonus pool for all non-exempt employees) if the Company fails to achieve the minimum performance otherwise required for payment of a Cash Incentive Award. Further, the Compensation Committee may, for a specific fiscal year, grant to Mr. Jaffee discretionary authority to make additional adjustments to the performance measures, targets and payout ranges, or awards to individual participants, including our executive officers, provided that in no event will Mr. Jaffee be granted authority to make total awards to any participant which exceed 200% of the participant’s target bonus. No such additional discretionary authority was granted and no such additional adjustments were made for any of the inventive awards granted to the NEOs in fiscal 2025.

  26. Equity Incentive Awards

    Equity Incentive Awards The equity component of the Company’s NEOs’ compensation emphasizes long-term stockholder value creation through restricted stock awards. The Compensation Committee typically grants equity awards to NEOs during its regularly scheduled meeting early in the fiscal year. However, the timing of this approval may be changed in the event of extraordinary circumstances, including in connection with mid-year promotions and new-hires. The Compensation Committee did not take material nonpublic information into account when determining the timing and terms of equity awards in fiscal 2025. The Compensation Committee does not time the release of material nonpublic information to affect the value of executive compensation. During fiscal 2025, the Compensation Committee made the following equity incentive awards to NEOs under the terms of our Amended and Restated 2006 Long Term Incentive Plan (the “Long Term Incentive Plan”), based on considerations described below: •At its meeting on September 4, 2024, the Compensation Committee approved the grant of an award of 7,000 restricted shares of Common Stock, effective on October 19, 2024, to each of Susan M. Kreh, Christopher B. Lamson, Aaron V. Christiansen, and Laura G. Scheland, all of which will “cliff” vest in full on October 19, 2028, provided each such NEO is employed by the Company on that date, subject to accelerated vesting under certain circumstances described below. •On April 18, 2025, the Compensation Committee approved an award of 25,000 restricted shares of Common Stock, effective on April 18, 2025, to each of Susan M. Kreh and Aaron V. Christiansen, all of which will “cliff” vest in full on October 19, 2029, provided each such NEO is employed by the Company on that date, subject to accelerated vesting under certain circumstances described below. The Compensation Committee determines what, if any, equity incentive awards will be made to Mr. Jaffee for the upcoming year and determines and approves the equity incentive awards of our other executive officers. In connection with such determinations, Mr. Jaffee reviews the performance of, and makes recommendations regarding equity incentive awards (if any) for, all executive officers who reported to him during the fiscal year. Any increases are generally based upon the individual’s performance during the previous year and/or any significant change in responsibilities for the upcoming year. In conducting its review and making its determinations, the Compensation Committee reviews the performance of the Company, the number of restricted shares held by the executive officers, the vesting schedule of the unvested restricted shares held by the executive officers, and gains on past equity awards, prepared by our human resources staff. During the fiscal year, Mr. Jaffee may recommend that the Compensation Committee approve an equity incentive award to any of the executive officers who report to him, due to significant changes in the individual’s responsibilities, to be competitive in the market or for other business reasons. Equity incentives for Mr. Jaffee have historically consisted of periodic, multi-year equity awards as well as consideration of an annual cash or restricted stock equity award that mirror the value of the Executive Deferred Bonus Awards earned by our other executive officers that Mr. Jaffee would have earned had he not requested to be excluded from the Executive Deferred Bonus portion of our Annual Incentive Plan. The Compensation Committee determined not to grant Mr. Jaffee equity awards in fiscal 2025 because, it approved the grant of an award of 250,000 restricted shares of Class B Stock to Mr. Jaffee in fiscal 2024 and Mr. Jaffee elected to receive cash consideration in lieu of a restricted stock award mirroring the value of the Executive Deferred Bonus Awards earned by our other executive officers that Mr. Jaffee would have earned had he not requested to be excluded from the Executive Deferred Bonus portion of our Annual Incentive Plan.

  27. Employment and Severance Arrangements

    Employment and Severance Arrangements The Company has not entered into written employment or severance agreements with its executive officers, nor does the Company have a prospective severance plan that covers any of the executive officers. Currently, our only provisions for benefits upon termination of employment or change in control are in existing compensation plans and apply to all participants in those plans. For example, the Long Term Incentive Plan contains provisions for immediate vesting of benefits upon change in control, disability or death. The Benefits Upon Termination or Change in Control Table contains additional information concerning benefits upon the termination of employment of the NEOs. We believe that these benefits serve our retention objectives by permitting our NEOs to maintain continued focus and dedication to their responsibilities in order to maximize shareholder value, including in the event of a transaction that could result in a change in control.

  28. Tax and Accounting Implications

    Tax and Accounting Implications Section 162(m) (“Section 162(m)”) of the Internal Revenue Code (the “Tax Code”) generally limits the annual corporate tax deduction for compensation paid to each of the Company’s “covered employees” to $1 million. “Covered employees” include anyone who served as chief executive officer or chief financial officer during any part of a year and certain other current and former highly compensated employees. Consequently, the Company generally will not be entitled to a U.S. tax deduction for compensation paid in any year to the NEOs and other “covered employees” in excess of $1 million. The Compensation Committee believes that it should not be constrained by the requirements of Section 162(m) where those requirements may impair flexibility in compensating the executive officers in a manner that can best promote the Company’s corporate objectives. Therefore, the Compensation Committee has not adopted a policy that requires that all compensation be deductible and, accordingly, income recognized from equity or other awards may be non-deductible. The Compensation Committee retains the discretion to provide compensation which may not be deductible by reason of Section 162(m). The Company has not provided or committed to provide any NEO with a gross-up or other reimbursement for tax amounts the executive might pay pursuant to Section 280G or Section 409A of the Tax Code. Section 280G and related sections of the Tax Code provide that an executive officer and certain persons who hold significant stockholder interests and certain other service providers could be subject to significant additional taxes if they receive payments or benefits in connection with a change in control that exceeds certain limits, and that the Company or its successor could lose a deduction on the amounts subject to the additional tax. Section 409A of the Tax Code also imposes additional significant taxes on the individual in the event that an executive officer, director or service provider of certain types receives “deferred compensation” that does not meet the requirements of Section 409A of the Tax Code. The Company accounts for stock-based compensation in accordance with FASB ASC Topic 718 Compensation - Stock Compensation (“ASC 718”), which requires us to recognize compensation expense for share-based payments. The Compensation Committee regularly considers the accounting implications of significant compensation decisions, including taking into account ASC 718 in determining the amounts of equity compensation awards granted to executives and employees.

  29. Summary Compensation Table

    Summary Compensation Table The following table summarizes the total compensation earned by the named executive officers for services provided to the Company during the years detailed below. None of the named executive officers were awarded stock options during the years detailed below.

  30. Summary Compensation Table

    | Name and Principal Position(1) | Fiscal Year | Salary ($) | Stock Awards ($) (2) | Non-Equity Incentive Plan Compensation ($) (3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (4) | All Other Compensation ($) (5) | Total ($) | | Daniel S. Jaffee | 2025 | $904,800 | $— | $1,135,162 | $277 | $255,611 | $2,295,850 | | President and CEO | 2024 | $870,000 | $7,973,750 | $1,466,559 | $51,057 | $242,150 | $10,603,516 | | | 2023 | $840,533 | $— | $1,512,959 | $46,574 | $896,957 | $3,297,023 | | Susan M. Kreh | 2025 | $522,500 | $1,277,540 | $509,855 | $220 | $111,737 | $2,421,852 | | CFO and CIO | 2024 | $500,000 | $255,160 | $655,550 | $9,473 | $99,483 | $1,519,666 | | | 2023 | $468,500 | $68,775 | $655,900 | $5,941 | $135,955 | $1,335,071 | | Christopher Lamson | 2025 | $420,000 | $239,540 | $351,288 | $— | $100,961 | $1,111,789 | | Group Vice President of Retail and Wholesale | 2024 | $400,000 | $255,160 | $449,520 | $1,471 | $96,285 | $1,202,436 | | | 2023 | $372,834 | $68,775 | $447,400 | $35 | $64,295 | $953,339 | | Aaron V. Christiansen | 2025 | $381,425 | $1,277,540 | $319,024 | $141 | $90,115 | $2,068,245 | | Vice President of Operations | 2024 | $— | $— | $— | $— | $— | $— | | | 2023 | $— | $— | $— | $— | $— | $— | | Laura G. Scheland | 2025 | $362,000 | $239,540 | $302,777 | $— | $64,483 | $968,800 | | Vice President & General Manager of Consumer Products Division | 2024 | $— | $— | $— | $— | $— | $— | | | 2023 | $— | $— | $— | $— | $— | $— |

  31. Summary Compensation Table

    (1) Mr. Christiansen and Ms. Scheland are new NEOs of the Company for fiscal year 2025 and therefore, in accordance with SEC rules, only fiscal year 2025 compensation information is presented. (2) The amounts reported reflect the grant date fair value of awards computed in accordance with ASC 718, excluding estimated forfeitures. The grant date fair value is the number of shares granted multiplied by the closing price of our Common Stock on the grant date. The assumptions used in the valuation of these awards are consistent with the valuation methodologies specified in the notes to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended July 31, 2025. The grant date fair value of an award reflects the accounting expense and may not represent the actual value that will be realized. (3) The 2025 amounts reflect: (i) Cash Incentive Awards equal to 139.4% of target; (ii) Executive Deferred Bonus Awards equal to 139.4% of target to our NEOs (other than Mr. Jaffee); and (iii) a cash award equal to 139.4% of target to our CEO intended by our Compensation Committee to be an award comparable to the Executive Deferred Bonus Award Mr. Jaffee would have received had he been a recipient of an Executive Deferred Bonus Award pursuant to the Annual Incentive Plan in fiscal 2025. Cash Incentive Awards are paid following the completion of the specified fiscal year. Executive Deferred Bonus Awards are awarded during the specified fiscal year and generally vest (become payable) according to a vesting schedule established by our Compensation Committee. Executive Deferred Bonus Awards awarded for fiscal 2025 are deferred and will be paid in full at the end of three years (July 31, 2028), provided the NEO is still employed by the Company at that time, subject to earlier payout upon death, retirement, disability or a change in control of the Company. (4) The amounts shown represent earnings from our executive deferred compensation plan that exceed 120% of the applicable federal long-term rate. (5) The amounts shown in this column for fiscal 2025 are described in the following table:

  32. Summary Compensation Table

    | All Other Compensation Table | | | | | | | | Name | Perquisites ($) (A) | Dividends on Unvested Restricted Stock ($) (B) | Interest Earned on Executive Deferred Bonus ($) (C)(D) | 401(k) Plan Company Matching Contributions ($) | Deferred Compensation Matching Contributions ($) (E) | Total ($) | | Daniel S. Jaffee | $103,162 | $134,441 | $— | $18,008 | $— | $255,611 | | Susan M. Kreh | $7,500 | $19,065 | $26,508 | $21,404 | $37,260 | $111,737 | | Christopher B. Lamson | $7,500 | $37,355 | $16,816 | $18,104 | $21,186 | $100,961 | | Aaron V. Christiansen | $12,900 | $24,490 | $18,560 | $16,147 | $18,018 | $90,115 | | Laura G. Scheland | $5,000 | $14,415 | $12,363 | $21,905 | $10,800 | $64,483 |

  33. Summary Compensation Table

    (A) The amounts shown reflect the actual cost to us for providing these perquisites. The perquisites received by Mr. Jaffee consisted of directed charitable donations of $75,518, auto allowance, use of a private plane, and cleaning services fees. The perquisites received by Ms. Kreh, Mr. Lamson, and Ms. Scheland are related to directed charitable donations paid by the Company. The perquisites received by Mr. Christiansen consisted of auto allowance and directed charitable donations. (B) The amounts shown represent dividend payments on unvested shares of restricted stock held by the NEOs that are reportable as either dividends or ordinary income. (C) Executive Deferred Bonus Awards under the Annual Incentive Plan earn interest at a rate equal to our long-term cost of borrowing plus 1%. (D) The amount shown for Mr. Jaffee was zero because he requested to not be eligible for an Executive Deferred Bonus Award. (E) The amounts represent discretionary Company contributions provided to eligible participants of the deferred compensation plan to help maximize their retirement savings. See "Nonqualified Deferred Compensation for Fiscal 2025" below.

  34. Grants of Plan-Based Awards during Fiscal 2025

    Grants of Plan-Based Awards during Fiscal 2025 The following table discloses certain information regarding grants of plan-based awards to the named executive officers during fiscal 2025.

  35. Grants of Plan-Based Awards during Fiscal 2025

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | Equity Plan Awards (2) | | | Name | Grant Date | Approval Date (3) | Threshold | Target | Maximum | All Other Stock Awards: Number of Shares of Stock (#) | Grant Date Fair Value of Stock Award ($) (4) | | Daniel S. Jaffee | | | | | | | | | Cash Incentive Award | — | — | $158,340 | $633,360 | $1,266,720 | — | — | | Cash Bonus In Lieu of Executive Deferred Bonus Award | — | — | $135,720 | $180,960 | $361,920 | — | — | | Susan M. Kreh | | | | | | | | | Cash Incentive Award | — | — | $65,313 | $261,250 | $522,500 | — | — | | Executive Deferred Bonus Award | — | — | $78,375 | $104,500 | $209,000 | — | — | | Restricted Stock Award | 10/19/2024 | 9/4/2024 | — | — | — | 7,000 | $239,540 | | Restricted Stock Award | 4/18/2025 | 4/18/2025 | — | — | — | 25,000 | $1,038,000 | | Christopher B. Lamson | | | | | | | | | Cash Incentive Award | — | — | $42,000 | $168,000 | $336,000 | — | — | | Executive Deferred Bonus Award | — | — | $63,000 | $84,000 | $168,000 | — | — | | Restricted Stock Award | 10/19/2024 | 9/4/2024 | — | — | — | 7,000 | $239,540 | | Aaron V. Christiansen | | | | | | | | | Cash Incentive Award | — | — | $38,143 | $152,570 | $305,140 | — | — | | Executive Deferred Bonus Award | — | — | $57,214 | $76,285 | $152,570 | — | — | | Restricted Stock Award | 10/19/2024 | 9/4/2024 | — | — | — | 7,000 | $239,540 | | Restricted Stock Award | 4/18/2025 | 4/18/2025 | — | — | — | 25,000 | $1,038,000 | | Laura G. Scheland | | | | | | | | | Cash Incentive Award | — | — | $36,200 | $144,800 | $289,600 | — | — | | Executive Deferred Bonus Award | — | — | $54,300 | $72,400 | $144,800 | — | — | | Restricted Stock Award | 10/19/2024 | 9/4/2024 | — | — | — | 7,000 | $239,540 |

  36. Grants of Plan-Based Awards during Fiscal 2025

    (1) The amounts represent the potential range of Cash Incentive Awards and Executive Deferred Bonus Awards under our Annual Incentive Plan at the threshold, target and maximum performance levels for fiscal 2025 performance under our Annual Incentive Plan. The actual amounts of Cash Incentive Awards and Executive Deferred Bonus Awards awarded for fiscal 2025 are disclosed in the Summary Compensation Table in the column captioned “Non-Equity Incentive Plan Compensation.” For a discussion of the performance metrics applicable to these awards, see “Compensation Discussion and Analysis – Annual Incentive Plan – Operation of the Annual Incentive Plan” above. (2) Granted by our Compensation Committee under our Long-Term Incentive Plan. See “Compensation Discussion and Analysis - Equity Incentive Awards” above for additional details regarding the grants. (3) Represents the date on which the Compensation Committee actually approved the grant of such award. (4) Amount represents the total fair value of restricted shares granted in fiscal 2025 under ASC 718.

  37. Outstanding Equity Awards at Fiscal 2025 Year End

    Outstanding Equity Awards at Fiscal 2025 Year End The following table provides information on the unvested stock held by the named executive officers as of July 31, 2025. None of the NEOs held any unexercised stock options or equity incentive plan awards as of July 31, 2025.

  38. Outstanding Equity Awards at Fiscal 2025 Year End

    | | Stock Awards | | | Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) (1) | | Daniel S. Jaffee | 268,000(2) | $15,115,200 | | Susan M. Kreh | 50,000(3) | $2,820,000 | | Christopher B. Lamson | 56,000(4) | $3,158,400 | | Aaron V. Christiansen | 60,000(5) | $3,384,000 | | Laura G. Scheland | 25,000(6) | $1,410,000 |

  39. Outstanding Equity Awards at Fiscal 2025 Year End

    (1) Market value of our Class B Stock and Common Stock has been calculated using the closing sale price of our Common Stock on July 31, 2025, the last trading day of fiscal 2025, which was $56.40. (2) Restricted shares of Class B Stock that are scheduled to vest on the anniversaries of October 19, 2024 as follows: (i) 82,000 shares on the first anniversary and (ii) 62,000 shares on each of the second, third, and fourth anniversaries. (3) Restricted shares of Common Stock that are scheduled to vest on the anniversaries of October 19, 2024 as follows: (i) 10,000 shares on the first anniversary, (ii) 8,000 shares on the third anniversary, (iii) 7,000 shares on the fourth anniversary, and (iv) 25,000 shares on the fifth anniversary. (4) Restricted shares of Common Stock that are scheduled to vest as follows: (i) 12,000 shares on January 20, 2026, (ii) 5,000 shares on October 19, 2026, (iii) 24,000 shares on January 20, 2027, (iv) 8,000 shares on October 19, 2027, and (v) 7,000 shares on October 19, 2028. (5) Restricted shares of Common Stock that are scheduled to vest on the anniversaries of October 19, 2025 as follows: (i) 20,000 shares on the first anniversary, (ii) 8,000 shares on the second anniversary, (iii) 7,000 shares on the third anniversary, and (iv) 25,000 shares on the fourth anniversary. (6) Restricted shares of Common Stock that are scheduled to vest on the anniversaries of October 19, 2024 as follows: (i) 10,000 shares on the first anniversary, (ii) 8,000 shares on the third anniversary, and (iii) 7,000 shares on the fourth anniversary.

  40. Option Exercises and Stock Vested for Fiscal 2025

    Option Exercises and Stock Vested for Fiscal 2025 The following table provides information for the named executive officers regarding the number of restricted shares of the Company’s stock that vested and the value received upon vesting during fiscal 2025. The shares acquired and vested by Mr. Jaffee were shares of Class B Stock. None of the Company’s NEOs held or exercised stock options during fiscal 2025.

  41. Option Exercises and Stock Vested for Fiscal 2025

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) (1) | | Daniel S. Jaffee | 82,000 | $2,806,040 | | Susan M. Kreh | 5,000 | $171,100 | | Christopher B. Lamson | 12,000 | $524,520 | | Aaron V. Christiansen | — | $— | | Laura G. Scheland | — | $— |

  42. Option Exercises and Stock Vested for Fiscal 2025

    (1) The Value Realized on Vesting represents the market price of our Common Stock on the date of vesting multiplied by the number of shares vested.

  43. Nonqualified Deferred Compensation for Fiscal 2025

    Nonqualified Deferred Compensation for Fiscal 2025 All executive officers and other senior managers are eligible to participate in the Company’s 2005 Deferred Compensation Plan, as amended (the “Deferred Compensation Plan”). Participating executives may defer up to 50% of base salary and 100% of Cash Incentive Awards into the plan. Participants’ deferrals earn interest at a rate equal to our long-term cost of borrowing plus one percent (1%). Except as noted below, participants are entitled to receive a distribution from their account balances at the earlier of the end of their elected deferral period or upon death or termination of employment prior to age 55. Except as noted below, accounts are distributed in a single lump sum, or in certain circumstances, annual installments over a period of up to 15 years as elected by the participant. In the event of an unforeseen emergency, a participant may apply to the administrative committee of the Deferred Compensation Plan for payment of an amount from the participant’s account balance sufficient to satisfy the emergency need. Further, as described above, the Company may make voluntary matching contributions on behalf of the participants in this deferred compensation plan. The Deferred Compensation Plan will terminate upon a change in control of the Company and, immediately prior to such a change in control, or as soon as possible following a change in control, each participant will be paid his or her account balance. The Deferred Compensation Plan is unfunded and subject to the claims of the Company’s creditors. In fiscal 2025, the Company offered contributions to all participants of up to six percent (6%) of each participant’s total compensation in fiscal 2025, less the amount of Company matched dollars to the participant under the Company’s 401(k) plan in the year. Prior to the adoption of the Deferred Compensation Plan, certain employees and directors were entitled to participate in the Company’s Deferred Compensation Plan, as amended and restated effective April 1, 2003, and further amended thereafter (the “2003 Plan”). The terms of the 2003 Plan are substantially similar to those of the Deferred Compensation Plan, and the 2003 Plan closed to new participants when the Deferred Compensation Plan was adopted. The following table shows contributions, earnings and balances in our executive deferred compensation plans for the NEOs during fiscal 2025:

  44. Nonqualified Deferred Compensation for Fiscal 2025

    | Name | Executive Contributions in Last Fiscal Year ($) | Registrant Contributions in Last Fiscal Year ($)(2) | Aggregate Earnings in Last Fiscal Year ($)(2)(3) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year End ($)(4) | | Daniel S. Jaffee(1) | $— | $— | $63,652 | $— | $1,226,016 | | Susan M. Kreh | $79,452 | $37,957 | $15,931 | $— | $339,900 | | Christopher B. Lamson | $44,762 | $21,781 | $4,151 | $— | $97,417 | | Aaron V. Christiansen | $93,883 | $18,018 | $23,531 | $— | $480,438 | | Laura G. Scheland | $23,175 | $10,800 | $4,000 | $— | $87,751 |

  45. Nonqualified Deferred Compensation for Fiscal 2025

    (1) Mr. Jaffee did not make contributions to the Deferred Compensation Plan in fiscal 2025. Mr. Jaffee’s aggregate earnings in the last fiscal year and aggregate balance at last fiscal year end balances include past contributions to and earnings in both the Deferred Compensation Plan and the 2003 Plan. Mr. Jaffee earned $29,873 in fiscal 2025 and had an aggregate balance at the end of fiscal 2025 equal to $577,216 in his Deferred Compensation Plan account and earned $33,779 in fiscal 2025 and had an aggregate balance at the end of fiscal 2025 equal to $648,800 in his 2003 Plan account. (2) Amounts included in the Registrant Contributions in Last Fiscal Year column are included in the Summary Compensation Table - All Other Compensation column. Amounts representing earnings from our deferred compensation plans that exceed 120% of the applicable federal long-term rate that are included in the Aggregate Earnings in Last Fiscal Year column are included in the Summary Compensation Table - Change in Pension Value and Nonqualified Deferred Compensation Earnings column. (3) We credit the accounts under the terms of the plan with an interest rate that is equal to our long-term cost of borrowing plus 1%. (4) The following amounts were reported in prior fiscal year summary compensation tables: $317,589, $28,481, and $1,506 for Mr. Jaffee, Ms. Kreh, and Mr. Lamson, respectively. Mr. Christiansen and Ms. Scheland are new NEOs of the Company for fiscal year 2025 and therefore have not had amounts reported in prior fiscal year summary compensation tables.

  46. Benefits upon Termination or Change in Control

    Benefits upon Termination or Change in Control The following summaries and table set forth potential payments to the NEOs upon termination of their employment or a change in control of the Company. None of the NEOs meet the qualifications for normal or early retirement benefits, so those termination scenarios are not shown. We do not have a prospective severance plan that covers any of the named executive officers and have no employment or prospective severance agreements with the named executive officers. The only other benefits upon termination of employment or change in control provided to our NEOs are set forth in existing compensation plans and apply to all participants in those plans as follows: •Our Annual Incentive Plan provides for immediate vesting, as allowed by law, of a participant’s Executive Deferred Bonus Award account upon the participant’s death, disability (within the meaning of Tax Code Section 22(e)(3)), or change in control of the Company (generally, a transaction after which the owners of Class B Stock cease to control at least 50% of the voting power of the Company). Upon retirement, a participant’s Executive Deferred Bonus Award account shall become immediately vested if the following conditions are met: (i) the participant’s age plus years of service is equal to or greater than 80, and (ii) there is reasonable anticipation of no further services or services of less than 20% of the participant’s pre-retirement level to the Company. •Our Long Term Incentive Plan and the agreements issued to NEOs other than our CEO under it provide for immediate vesting of restricted stock upon a participant’s death, disability (as defined above) or a change in control (as defined above) of the Company. Upon retirement, all shares of restricted stock will only vest if the Compensation Committee approves of such accelerated vesting upon retirement and the following conditions are met: (i) the participant’s age plus years of service is equal to or greater than 80 and (ii) there is reasonable anticipation of no further services or services of less than 20% of the participant’s pre-retirement level to the Company. In September 2018 and September 2023, the Company granted restricted stock to Mr. Jaffee that is subject to immediate vesting upon Mr. Jaffee’s death or disability (as defined above). Such restricted stock shall also vest as follows: (i) upon Mr. Jaffee’s termination without cause or termination of his employment for good reason, the next tranche of unvested restricted shares scheduled to vest shall vest and the remaining shall be forfeited, (ii) upon Mr. Jaffee’s retirement after having reached age 65, full vesting, and (iii) upon a change in control (as defined above) followed by Mr. Jaffee’s termination due to his death or disability, or his termination without cause or for good reason, full vesting. “Cause” would generally require a felony conviction likely to result in injury of a material nature to the Company or gross and habitual negligence in the performance duties and “good reason” would generally require a material diminution in duties, authorities, responsibilities or reporting relationships or the material reduction of compensation. The table below does not include amounts payable to the NEOs under plans that are generally available on the same basis to all of our salaried employees, such as payments under the 401(k) plan, the life insurance plan, the disability insurance plan and payment of prorated annual incentive compensation. The table also does not include balances under our Executive Deferred Compensation Plan. The circumstances under which the NEOs may receive distributions from that plan are disclosed in the section entitled “Nonqualified Deferred Compensation for Fiscal 2025” above. Unless otherwise noted, the amounts shown below assume that each NEOs’ employment terminated on July 31, 2025, the last day of our most recently completed fiscal year, and when applicable, the closing sale price of our Common Stock on July 31, 2025, the last trading day of fiscal 2025, which was $56.40.

  47. Benefits upon Termination or Change in Control

    | Name | Annual Incentive Plan Deferred Bonus Account ($) (1) | 2006 Long Term Incentive Plan ($) (2) | Total ($) | | Daniel S. Jaffee | | | | | Change in Control, Death, Disability(3) | $— | $15,115,200 | $15,115,200 | | Susan M. Kreh | | | | | Change in Control, Death, Disability | $509,412 | $2,820,000 | $3,329,412 | | Christopher B. Lamson | | | | | Change in Control, Death, Disability | $323,156 | $3,158,400 | $3,481,556 | | Aaron V. Christiansen | | | | | Change in Control, Death, Disability | $356,665 | $3,384,000 | $3,740,665 | | Laura G. Scheland | | | | | Change in Control, Death, Disability | $237,572 | $1,410,000 | $1,647,572 |

  48. Benefits upon Termination or Change in Control

    (1) The amounts shown reflect each named executive officer’s balance in his or her Executive Deferred Bonus Award account of the Annual Incentive Plan. As explained above, the Annual Incentive Plan provides for immediate vesting and payment, as allowed by law, of a participant’s Executive Deferred Bonus Award account upon the participant’s death, disability, retirement under certain circumstances, or change in control of the Company. (2) The amounts shown represent the market price of any unvested shares of restricted stock as of July 31, 2025. None of the named executive officers had any unvested stock options as of July 31, 2025, the last trading day of fiscal 2025. As explained above, previously unvested shares of restricted stock become immediately vested upon the events listed and subject to the conditions described above. (3) Amounts reflected for Mr. Jaffee would also be paid upon his termination without cause or termination for good reason, or retirement after having reached age 65, after a change in control, as further described above. As described above, Mr. Jaffee would be entitled to only the next tranche of unvested shares of restricted stock, valued at $4,624,800 as of July 31, 2025, upon his termination without cause or termination for good reason, prior to a change in control.

  49. Pay Ratio Disclosure

    Pay Ratio Disclosure As required by Item 402(u) of Regulation S-K, we are providing pay ratio information about the median of the annual total compensation of our employees and the annual total compensation of Mr. Jaffee, our CEO. For 2025, our last completed fiscal year: •the median of the annual total compensation of all of our employees (other than Mr. Jaffee) was $78,628; and •the annual total compensation of Mr. Jaffee, as reported in the Summary Compensation Table presented elsewhere in this document was $2,295,850. Based on this information, the ratio of Mr. Jaffee’s fiscal 2025 annual total compensation to that of our median employee was approximately 29 to 1. In determining the pay ratio described above, we used the methodology, assumptions, and estimates set forth below. We selected July 31, 2025, which is within the last three months of fiscal 2025, as the date upon which we would identify the median employee. 1.We determined that, as of July 31, 2025, excluding Mr. Jaffee, our employee population (excluding contractors and consultants whose compensation is paid through a third-party) consisted of 927 individuals, 892 of whom were in the United States and 35 of whom were located internationally. Using the de minimis exception, the Company limited the employee population to individuals residing in the United States. The countries excluded were Canada (23 employees), Mexico (6 employees), Switzerland (1 employee), and the United Kingdom (5 employees). 2.For purposes of measuring the compensation of this limited employee population, we selected a “consistently applied compensation measure” (“CACM”). We chose a CACM that closely approximates the annual target total direct compensation of our employees. Specifically, we identified the median employee by aggregating, for each employee in this population: (1) annual base pay (including overtime and shift premiums), (2) the actual Cash Incentive Awards and Executive Deferred Bonus Awards earned in fiscal 2025, and (3) the grant date fair value for any equity awards granted in fiscal 2025. In identifying the median employee, we annualized the compensation values of permanent employees that joined our Company during fiscal 2025. 3.Once we identified the median employee, we identified and calculated the elements of such employee’s compensation for fiscal 2025 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $77,703. With respect to the annual total compensation of Mr. Jaffee, we used the amount reported in the “Total” column of our Summary Compensation Table included elsewhere in this document. The pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K under the Securities Act of 1933, as amended, and based upon our reasonable judgment and assumptions. The SEC rules do not specify a single methodology for identification of the median employee or calculation of the pay ratio, and other companies may use assumptions and methodologies that are different from those used by us in calculating their pay ratio. Accordingly, the pay ratio disclosed by other companies may not be comparable to our pay ratio as disclosed above.

  50. Pay Versus Performance

    Pay Versus Performance The following Pay Versus Performance (“PVP”) information presents the compensation of our NEOs in the Summary Compensation Table as well as Compensation Actually Paid (“CAP”) to our NEOs and certain performance measures prepared in accordance with Item 402(v) of Regulation S-K for each of fiscal years 2025, 2024, 2023 and 2022 (each, a “Covered Year”). In reviewing this information, please note that the CAP amounts do not necessarily represent actual compensation earned or realized by our NEOs in a given year but instead reflect the SEC’s particular view or formulation of a combination of realized pay (primarily for cash amounts) and realizable or accrued pay (primarily for equity awards). For further information concerning the Company’s pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to the Compensation Discussion and Analysis section above.

  51. Pay Versus Performance

    | Fiscal Year (a) | Summary Compensation Table ("SCT") Total for PEO ($)(b)(1) | Comp. Actually Paid to PEO ($)(c)(1)(2) | Average SCT Total for Non-PEO NEOs ($)(d)(1) | Average Comp. Actually Paid to Non-PEO NEOs ($)(e)(1)(2) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return ($)(f)(3) | Value of Initial Fixed $100 Investment Based on Peer Group Total Shareholder Return ($)(g)(3)(4) | Net Income ($)(h) | Company-Selected Measure: Adjusted Pre-Tax, Pre-Bonus Income ($)(i)(5) | | 2025 | $2,295,850 | $8,824,590 | $1,642,672 | $2,693,263 | $350.93 | $96.86 | $53,996,333 | $79,174,000 | | 2024 | $10,603,516 | $10,736,516 | $1,361,051 | $1,481,056 | $199.30 | $111.13 | $39,425,959 | $65,367,700 | | 2023 | $3,297,023 | $5,678,773 | $1,144,205 | $2,164,395 | $188.86 | $116.98 | $29,551,441 | $47,750,600 | | 2022 | $1,770,610 | $1,212,360 | $1,171,918 | $1,007,843 | $87.71 | $113.62 | $5,674,097 | $17,404,400 |

  52. Pay Versus Performance

    (1) Daniel S. Jaffee was our principal executive officer (“PEO”) for the full fiscal year for each of the Covered Years. Our non-PEO NEOs were Susan M. Kreh and Christopher B. Lamson for fiscal 2022-2024 and Susan M. Kreh, Christopher B. Lamson, Aaron V. Christiansen, and Laura G. Scheland for fiscal 2025. (2) For each Covered Year, in determining both the CAP for our PEO and the average CAP for our Non-PEO NEOs for purposes of this PVP Table, we deducted from or added back to the total amount of compensation reported in column (b) and column (d) for such Covered Year the amounts set forth in the tables below. The fair value or change in fair value, as applicable, of stock awards was determined by reference to the closing price of our Common Stock on the applicable measurement date.

  53. Pay Versus Performance

    | Item and Value Added (Deducted) | 2025 | 2024 | 2023 | 2022 | | For PEO: | | | | | | SCT Total for PEO | $2,295,850 | $10,603,516 | $3,297,023 | $1,770,610 | | - Aggregate value of SCT “Stock Awards” and “Option Awards” column values | $— | $(7,973,750) | $— | $— | | + FYE fair value of equity awards outstanding at FYE and granted in Covered Year | $— | $8,137,500 | $— | $— | | +/- FYE over FYE change in fair value of equity awards granted in prior years outstanding at FYE | $6,391,800 | $116,500 | $2,447,250 | $(543,000) | | + vesting date fair value of equity awards granted and vested in Covered Year | $— | $— | $— | $— | | +/- change in fair value (from prior FYE) of prior-year equity awards vested in Covered Year | $136,940 | $(147,250) | $(65,500) | $(15,250) | | - prior FYE fair value of prior-year equity awards forfeited in Covered Year | $— | $— | $— | $— | | + includable dividends / earnings on equity awards during Covered Year | $— | $— | $— | $— | | Compensation Actually Paid to PEO | $8,824,590 | $10,736,516 | $5,678,773 | $1,212,360 |

  54. Pay Versus Performance

    | Item and Value Added (Deducted) | 2025 | 2024 | 2023 | 2022 | | For Non-PEO Named Executive Officers (Average): | | | | | | Average SCT Total for Non-PEO NEOs | $1,642,672 | $1,361,051 | $1,144,205 | $1,171,918 | | - Aggregate value of SCT “Stock Awards” and “Option Awards” column values | $(758,540) | $(255,160) | $(68,775) | $(596,500) | | + FYE fair value of equity awards outstanding at FYE and granted in Covered Year | $1,099,800 | $260,400 | $156,925 | $527,450 | | +/- FYE over FYE change in fair value of equity awards granted in prior years outstanding at FYE | $673,763 | $39,610 | $913,640 | $(95,025) | | + vesting date fair value of equity awards granted and vested in Covered Year | $— | $— | $— | $— | | +/- change in fair value (from prior FYE) of prior-year equity awards vested in Covered Year | $35,568 | $75,155 | $18,400 | $— | | - prior FYE fair value of prior-year equity awards forfeited in Covered Year | $— | $— | $— | $— | | + includable dividends / earnings on equity awards during Covered Year | $— | $— | $— | $— | | Total | $2,693,263 | $1,481,056 | $2,164,395 | $1,007,843 |

  55. Pay Versus Performance

    (3) Our, and our Peer Group’s, cumulative total shareholder return (“TSR”) was determined based on the value of an initial fixed investment of $100, as of July 31, 2021, including the reinvestment of any dividends. (4) The Peer Group TSR set forth in this table was determined using Dow Jones US Basic Materials Index, which we also use in preparing the stock performance graph required by Item 201(e) of Regulation S-K for our Annual Report for the fiscal year ended July 31, 2025. (5) The Company selected measure is the Company’s adjusted pre-tax, pre-bonus income, the performance measure we have compared to budget in each year reflected above to determine bonus payout percentages pursuant to the Annual Incentive Plan. For further information concerning pre-tax, pre-bonus income, please refer to the Compensation Discussion and Analysis section above. The following charts provide, across the Covered Years, descriptions of the relationships between (1) the CAP for the PEO and the average CAP for our Non-PEO NEOs (in each case as set forth in the PVP Table above) and (2) each of the performance measures set forth in columns (f) and (g) of the PVP Table above. As required by Item 402(v) of Regulation S-K, we are disclosing the most important financial performance measure used by the Company to link (i) executive compensation actually paid to the Company’s NEOs, for fiscal 2025, to (ii) the Company’s performance: •The Company’s adjusted pre-tax, pre-bonus income. For further information concerning pre-tax, pre-bonus income, please refer to the Compensation Discussion and Analysis section above.