BRADY CORP

Our Compensation Discussion and Analysis describes the Company's executive compensation pay-for-performance philosophy and practices, the elements of our executive compensation programs, and the compensation decisions the Management Development and Compensation Committee (the “Committee”) has made under those programs and the factors considered in making those decisions. The Compensation Discussion and Analysis also analyzes the total compensation of Brady’s Chief Executive Officer (principal executive officer), Chief Financial Officer (principal financial officer), and the three other most highly compensated executive officers that were serving as executive officers as of July 31, 2024.

For fiscal 2024, the following named executive officers' (the“NEOs”) compensation is disclosed and discussed in this section:

•Russell R. Shaller, President, Chief Executive Officer and Director;

•Ann E. Thornton, Chief Financial Officer, Chief Accounting Officer and Treasurer;

•Olivier Bojarski, President - Americas & Asia;

•Thomas F. DeBruine, Chief Operating Officer; and

•Andrew T. Gorman, General Counsel and Secretary.

Appointment of Thomas F. DeBruine: Mr. DeBruine was appointed as Chief Operating Officer of the Company, effective June 3, 2024. Prior to June 3, Mr. DeBruine served as Vice President of Global Operations for the Company.

Executive Summary

Fiscal 2024 Business Highlights

Refer to Item 1 “General Development of Business” for a business overview and key initiatives during fiscal 2024. Highlights for fiscal 2024 include:

•Net income per diluted Class A Nonvoting Common Share was an all-time record high of $4.07 for the year ended July 31, 2024, an increase of 16.0% from fiscal 2023 Net income per diluted Class A Nonvoting Common Share of $3.51.

•Income before income taxes was $247.8 million for the year ended July 31, 2024, an increase of $22.1 million (9.8%) from fiscal 2023 income before income taxes of $225.7 million.

•Net sales were $1,341.4 million in fiscal 2024 compared to $1,331.9 million in fiscal 2023, an increase of 0.7%. Organic sales increased sales 2.6% and foreign currency translation increased sales 0.2%, while divestitures decreased sales 2.1%.

Refer to Item 7 “Management's Discussion and Analysis of Financial Condition and Results of Operations” for further discussion of fiscal 2024 results.

Fiscal 2024 Executive Summary

For fiscal 2024, the Board of Directors approved a 10.0% increase in base salary for Mr. Shaller. In addition, Mr. Shaller recommended and the Committee approved increases in base salary for Ms. Thornton and Messrs. Bojarski, DeBruine and Gorman. All increases were made to recognize the performance, current scope of responsibilities and peer company data for each executive and, with regard to Ms. Thornton and Mr. Shaller, to better align their base salary with individuals holding comparable positions at peer companies. Effective June 3, 2024, Mr. DeBruine was appointed as Chief Operating Officer of the Company. As part of Mr. DeBruine's appointment, he was awarded a 30.4% increase in his base salary.

In a change from prior fiscal years, the Company's fiscal 2024 annual equity grants consisted of 50% time-based restricted stock units (“RSUs”) and 50% performance-based restricted stock units (“PRSUs”) to align executive compensation with the creation of long-term shareholder value. The RSUs vest equally over three years and are intended to facilitate retention and align with the creation of long-term shareholder value. The PRSUs reinforce the Company's pay-for-performance philosophy because award payout increases and decreases based on Company performance. Specifically, the PRSU awards granted in fiscal

2024 will vest based on achievement of performance conditions relating to Company revenue and diluted earnings per share (“EPS”) targets as set forth in the below table:

Payout opportunities will range from 0% to 200% of the target award at the end of the three-year performance period.

Executive Compensation Practices

As part of the Company's pay-for-performance philosophy, the Company's compensation program includes several features that maintain alignment with shareholders:

The Company’s compensation programs also maintain alignment with shareholders by not including certain features:

Compensation Philosophy and Objectives

We seek to align the interests of our executives with those of our shareholders by evaluating performance on the basis of key financial measurements that we believe closely correlate to long-term shareholder value. To this end, we have structured our compensation program to accomplish the following:

•Allow the Company to attract, retain, motivate, develop and reward talented executives;

•Deliver compensation plans that are both internally equitable when comparing similar roles and levels within the Company and externally competitive when comparing to the external market and the Company’s designated peer group;

•Maintain an appropriate balance between base salary and short-term and long-term incentive opportunities;

•Provide integrated compensation programs aligned to the Company’s annual and long-term financial goals and realized performance in order to reward the successful creation of long-term shareholder value;

•Recognize and reward individual initiative and achievement with the amount of compensation each executive receives reflective of the executive’s level of proficiency within his or her role and their level of sustained performance; and

•Institute a pay-for-performance philosophy where the level of rewards is aligned to Company performance results.

Determining Compensation

Management Development & Compensation Committee’s Role

The Committee is responsible for fulfilling the following responsibilities and duties:

•Review, approve and monitor the compensation of the Company's CEO and executive officers

•Review and approve corporate goals and objectives relevant to the CEO and executive officers and evaluate CEO and executive officer performance in light of those goals and objectives

•Review and approve executive compensation, benefits, policies and strategies to support corporate objectives

•Oversee the development process for executives and review development plans of key executives

•Evaluate compensation programs, policies and practices for potential risk and to ensure they do not foster excessive risk taking

•Administer the Company's equity incentive plans

•Consult with management regarding executive compensation

On an annual basis with respect to executive officers, the Committee approves base salary adjustments, long-term equity incentive awards, the annual cash incentives paid for the achievement of performance metrics in the prior fiscal year and the annual cash incentive performance targets for the upcoming fiscal year. In addition, the Committee annually reviews a summary of the elements of compensation for each executive officer in order to evaluate, among other items, how a potential change to an element of our compensation program would affect the respective executive officer's overall compensation. When a new executive officer is hired, the Committee is involved in reviewing and approving base salary, annual incentive target, sign-on incentives, annual equity awards, and other aspects of the executive's compensation.

Consultants’ Role

The Committee has historically utilized the services of an executive compensation consulting firm to assist with the review and evaluation of compensation levels and policies on a periodic basis, as well as to provide advice with respect to new or modified compensation programs. In fiscal 2024, the Committee utilized the services of Pay Governance LLC and Pearl Meyer as compensation consultants, each of which were determined to be independent by the Corporate Governance Committee. In fiscal 2024, the compensation consultants completed an analysis of the Company's current compensation peer group, reviewed the Company's short-term and long-term incentive framework relative to market trends and the Company's strategy and objectives, completed a peer group review of CEO annual total compensation, presented to the Board of Directors any significant regulatory changes and executive compensation trends, and worked on ad hoc compensation-related requests from the Management Development & Compensation Committee throughout the year.

Management’s Role

To aid in determining compensation for fiscal 2024, management obtained compensation data on peer group executive officer compensation through a subscription with Equilar, Inc. and published survey data from various third parties. Our CEO, Mr. Shaller, used this data to make recommendations to the Committee concerning compensation for each executive officer other than himself. Mr. Shaller made no recommendation with respect to his own compensation. In setting compensation for each executive officer, the Committee takes into consideration these recommendations, along with Company results during the fiscal year, the level of responsibility and demonstrated leadership capability, third-party market compensation data, and the results of annual performance reviews which, for our CEO, included a self-assessment and feedback from his direct reports and each member of the Board of Directors. The Committee also took into consideration the recommendations of Pay Governance LLC with respect to compensation elements for the CEO. Mr. Shaller did not attend the portion ofany meeting during which the Committee discussed matters related specifically to his compensation.

Elements of Compensation

Our total compensation program includes five elements: base salary, annual cash incentives, long-term equity incentives, employee benefits, and perquisites. We use these elements of compensation to attract, retain, motivate, develop and reward our executives.

Our compensation philosophy is to allocate a significant portion of total compensation to long-term compensation (equity incentive awards) in order to align the achievement of performance goals for our executives with shareholder interests. For fiscal 2024, equity incentive awards comprised 67% of Mr. Shaller’s total target compensation in his role as President, Chief Executive Officer and Director of the Company and on average, 33% of the total target compensation of the other NEOs.

In general, we target each NEO's total of base salary, annual cash incentive, and long-term equity incentive compensation elements to be at or near the market median (50th percentile) with an opportunity for above market median pay (generally up to the 75th percentile) if performance goals for annual and long-term incentives are achieved above target. Our compensation structure is balanced by the payment of below market median compensation to our NEOs when actual financial results or individual performance do not meet expected results. The following table describes the purpose of each compensation element and how that element is related to our pay-for-performance approach:

Benchmarking Total Compensation

The Committee uses peer group data to assess the reasonableness and competitiveness of several elements of compensation, including base salaries, annual cash incentives, and long-term equity awards of positions similar to those of our NEOs. The guiding principles of the Company's peer group company selection process includes considerations for company size and scope, industry focus, operational scope, product and workforce. The following 18 companies were included in the fiscal 2024 total compensation analysis conducted using publicly available data:

Fiscal 2024 Named Executive Officer Compensation

Base Salaries

The table below reflects the base salary for each NEO in effect at the end of each fiscal year.

(1)On October 2, 2023, Mr. DeBruine received a base salary increase to $345,000 at the time annual raises were made to other NEOs. In connection with his appointment to Chief Operating Officer, Mr. DeBruine received a base salary increase to $450,000 to reflect his change in role and more closely align his compensation with market compensation for similar positions among our peer group companies.

Annual Cash Incentive Awards

All executives participate in an annual cash incentive plan. The Company is organized and managed on a global basis within two segments: Americas & Asia and Europe & Australia. Annual cash incentive award payouts to Mr. Bojarski, President of Americas & Asia, are primarily based on segment performance. Payouts to the other NEOs are based on total company performance.

Management and the Committee annually evaluate the performance metrics of the cash incentive award program, and concluded that the elements of the fiscal 2024 plan represent critical elements of the Company’s performance that when combined, are designed to result in sustainable long-term sales and profit growth. Set forth below is a description of the fiscal 2024 financial performance metrics for the annual cash incentive plan:

The funding level of the fiscal 2024 annual cash incentive plan was determined based on the level of achievement of the annual sales and profit metrics described above compared to stated thresholds that were established at the beginning of the fiscal year. These thresholds are set forth in the tables below for each NEO. The annual cash incentive plan also includes a minimum profit threshold that must be exceeded in order for any cash incentive amount to be funded, regardless of the achievement of revenue. In addition, plan participants must be employed on the payment date to receive the payout of their annual incentive award.

Individual contribution is determined by assessing the level of achievement of each NEO’s individual annual goals combined with his or her ability to deliver on the competencies needed to achieve those goals. The competencies include items such as optimizing work processes through continuous improvement initiatives, building strong customer relationships and providing excellent customer service, creating innovative new product solutions, valuing different perspectives and developing our people. Individual annual goals and competencies are included in each NEO’s performance assessment to ensure they are focused on initiatives within their area of responsibility that will increase both sales and profitability and drive long-term shareholder value.

While our objective is to set goals that are quantitative and measurable, certain elements of the performance assessment may be subjective. Assessments and rating recommendations for all executive officers, except the CEO, are delivered to the Committee by the CEO in July. The CEO provides the Committee with a self-assessment of his own performance without a rating recommendation and the Committee conducts an annual review and evaluation process to determine the CEO's performance rating.

The Company's rating system consists of five performance levels, each with a predetermined multiplier that is applied to the available annual cash incentive that is earned and payable based upon the NEO's contribution to the fiscal year objectives and their individual annual goals: Unsatisfactory - 0%; Needs Improvement - 50%; Fully Meets Objectives - 100%; Exceeds Objectives - 125%; and Outstanding - 150%. The annual cash incentive target is calculated as a percentage of the NEO’s eligible compensation, which is defined as base salary paid during the fiscal year. The achievement of the financial performance metrics defined in the table above is applied to this target for each NEO, and their individual performance rating is then applied, resulting in the annual cash incentive award. The following sections detail this calculation for each NEO.

Messrs. Shaller, DeBruine and Gorman and Ms. Thornton

The cash incentive payable to Messrs. Shaller, DeBruine and Gorman and Ms. Thornton for fiscal 2024 was based on total sales and income before income taxes. For fiscal 2024, an annual cash incentive was funded for the achievement of total sales and income before income taxes. The multiplier for individual performance was applied to the two components to arrive at the final cash incentive award achieved.

The threshold, target, maximum and actual cash incentive award earned for Messrs. Shaller, DeBruine and Gorman and Ms. Thornton were as follows:

(1)This calculation is based upon salary paid to Mr. DeBruine from June 3, 2024 to July 31, 2024 in his role as Chief Operating Officer.

(2)This calculation is based upon salary paid to Mr. DeBruine from August 1, 2023 to June 3, 2024 in his role as Vice President of Global Operations.

Mr. Shaller's individual performance multiplier was the result of his contribution to several fiscal year objectives and individual annual goals as follows:

•Strategy - Objective focused on establishing a new strategic direction for the total company in order to drive long-term sales growth. The Company executed its reorganization to a regional operating structure during fiscal 2024 to take advantage of synergies within the regions, utilize its best go-to-market strategies, and accelerate new product development with increased geographic scale.

•Total organic sales growth - Objective focused on delivering organic sales growth. The Company’s organic sales growth rate was 2.6% in fiscal 2024.

•Total income before income taxes - Objective focused on improving income before income taxes while making the investments for sustainable long-term organic sales growth. Income before income taxes improved from $225.7 million in fiscal 2023 to $247.8 million in fiscal 2024, while investments in R&D increased from $61.4 million in fiscal 2023 to $67.7 million in fiscal 2024.

After a review of Mr. Shaller's performance, the Committee determined that Mr. Shaller's resulting performance level was 125% for his individual performance multiplier.

Ms. Thornton's individual performance multiplier for her role as CFO was the result of her contribution to several fiscal year objectives and individual annual goals as follows:

•Selling, general and administrative expenses - Objective focused on reducing selling, general and administrative expenses throughout the Company, with a specific focus on reducing general and administrative expenses in a sustainable manner while continuing to invest in sales-generating resources. As a percentage of net sales, SG&A expenses increased from 27.8% in fiscal 2023 to 28.1% in fiscal 2024 primarily due to investments in sales and technology-related roles.

•Income before income taxes - Objective focused on improving income before income taxes while making the investments for sustainable long-term organic sales growth. Income before income taxes improved from $225.7 million in fiscal 2023 to $247.8 million in fiscal 2024, while investments in R&D increased from $61.4 million in fiscal 2023 to $67.7 million in fiscal 2024.

•Cash flow - Objective focused on delivering strong cash flow in relation to net income. The company's cash flow from operating activities increased from $209.1 million in fiscal 2023 to $255.1 million in fiscal 2024. The Company's cash flow from operating activities as a percentage of net income was 119.6% in fiscal 2023 compared to 129.3% in fiscal 2024.

After a review of Ms. Thornton's performance, the Committee determined that Ms. Thornton's resulting performance level was 100% for her individual performance multiplier.

Mr. DeBruine's individual performance multiplier was the result of his contribution to several fiscal year objectives and individual annual goals as follows:

•Digital enhancement - Objective focused on improving the Company's digital presence and the use of data-driven marketing automation tools to expand and enhance our sales capabilities across both our Americas & Asia and Europe & Australia segments.

•Technology - Objective focused on leading the integration of artificial intelligence (“AI”) and other advanced technologies into company processes to enhance efficiency, optimize existing tools, and drive innovation across all operational areas.

•Facilities - Objective focused on overseeing all aspects of physical location management, including site selection and facility ownership or lease rationalization, to ensure optimal operational efficiency and continuity.

•ESG - Objective focused on fostering a culture of sustainability, integrating ESG considerations into daily operations, with a focus on reducing waste.

After a review of Mr. DeBruine's performance, the Committee determined that Mr. DeBruine's resulting performance level was 125% for his individual performance multiplier.

Mr. Gorman's individual performance multiplier was the result of his contribution to several fiscal year objectives and individual annual goals as follows:

•Compliance - Objective focused on ensuring continued compliance with domestic and international laws and regulations, as well as maintaining internal compliance programs.

•Legal structure simplification - Objective focused on simplifying the Company's legal entity structure.

After a review of Mr. Gorman's performance, the Committee determined that Mr. Gorman's resulting performance level was 125% for his individual performance multiplier.

Mr. Bojarski

The cash incentive payable to Mr. Bojarski for fiscal 2024 was based on achievement of Americas & Asia segment sales and operating income. For fiscal 2024, a cash incentive was funded for the achievement of the Americas & Asia segment sales and operating income, as well as total company sales and total company income before income taxes based upon the achievement of the financial targets established at the beginning of the fiscal year. The multiplier for individual performance was applied to the achievement of these components to arrive at the final cash incentive award achieved.

The threshold, target, maximum and actual payout amounts for Mr. Bojarski were as follows:

Mr. Bojarski's individual performance multiplier was the result of his contribution to several fiscal year objectives and individual annual goals in his role as President - Americas & Asia as follows:

•Americas & Asia segment profit - Objective focused on improving segment profit in the Americas & Asia segment while making the investments for sustainable long-term organic sales growth. Segment profit within the Americas & Asia segment improved from $180.5 million in fiscal 2023 to $196.8 million in fiscal 2024.

•Americas & Asia organic sales growth - Objective focused on delivering organic sales growth in the Americas & Asia segment. Organic sales within the Americas & Asia segment increased by 3.1% in fiscal 2024.

•Innovation development process - Objective focused on implementing sustainable processes to grow the Company’s pipeline of new products and to deliver the new products to market in a timely and cost-effective manner. Numerous new products were launched during fiscal 2024, including several printers introducing expanded software and mobile capabilities. The new product pipeline was streamlined and improved which has reduced the time frame and cost to move from new product idea to product launch.

After a review of Mr. Bojarski's performance, the Committee determined that Mr. Bojarski's resulting performance level was 100% for his individual performance multiplier as President - Americas & Asia.

Long-Term Equity Incentive Awards

For fiscal 2024, the Committee reviewed historical award sizes and median levels of equity awarded to similar positions at our peer companies and other relevant market data. The Committee then approved the fiscal 2024 awards consisting of a combination of RSUs and PRSUs to align executive compensation with the creation of long-term shareholder value. The Committee uses its discretion in combination with peer group data, analysis of actual pay and performance, and advice from its independent compensation consultant to determine the size and type of equity awards granted to the CEO. For all other executives, the Committee also considers the input from the CEO when determining the size and type of annual equity awards.

RSUs: RSUs generally vest one-third annually for three years. The Committee has the ability to vary the vesting schedule for new RSU grants in accordance with the terms of the plan. All RSUs are granted following the Committee's approval, with a fair value equal to the average of the high and low stock price on the grant date.

PRSUs: PRSUs granted in fiscal 2024 include two vesting criteria: 50% of the shares vest based on diluted EPS targets, and 50% of the shares vest based on revenue performance. Each of these metrics is based on achievement over four separate performance periods as discussed in the Executive Summary. The diluted EPS performance measure aligns executive compensation with the creation of long-term shareholder value. If threshold performance is not achieved for a particular performance period, then no award will vest relative to that performance period. PRSUs will vest between 0% and 200% of target depending on the relative three-year achievement of revenue and diluted EPS growth goals over the respective performance periods.

No dividends are paid or accrued on the RSUs or PRSUs prior to the issuance of shares.

The following is a summary of long-term equity incentive awards granted to the Company's NEOs during fiscal 2024:

PRSUs Earned for the Fiscal 2022 - 2024 Performance Period

The table below outlines the performance metrics, performance levels and actual performance achievement for the fiscal 2022 - 2024 PRSU cycle for the TSR and compound annual growth rate (“CAGR”) metrics:

(1)The target performance and baseline have been adjusted to reflect divestitures. As the Company divested businesses in fiscal 2023 and fiscal 2024, the corresponding target performance has been modified for these performance periods. The Company's initial target performance was a CAGR of 6% for each of these years.

The PRSUs achieved a total payout of 89% based on half the awards vesting based on the TSR metric and half the awards vesting based on the revenue growth metric.

Other Elements of Compensation

Health and Welfare Benefits: We provide subsidized health and welfare benefits which include medical, dental, life and disability insurance and paid time off. Executive officers are entitled to participate in our health and welfare plans on generally the same terms and conditions as other employees, subject to limitations under applicable law. In addition, the Company maintains a supplemental long-term disability policy for its U.S. executives. The supplemental long-term disability policy provides for an additional 15% of compensation, up to a maximum additional benefit of $5,000 per month. Brady pays the premiums for these benefits; therefore, these benefits represent taxable benefits to the executive.

Retirement Benefits: Brady employees (including NEOs) in the United States and certain expatriate employees working for its international subsidiaries are eligible to participate in the Brady Corporation Matched 401(k) Plan (the “Matched 401(k) Plan”). NEOs in the United States and employees at certain United States locations are also eligible to participate in the Brady Corporation Funded Retirement Plan (“Funded Retirement Plan”). In addition, certain Brady international employees are eligible to participate in Company sponsored statutory and supplementary defined benefit pension plans that are primarily unfunded and provide an income benefit upon termination or retirement.

The Funded Retirement Plan is a defined contribution plan through which the Company contributes 4% of the annual wages of each eligible participant. In addition, participants may elect to defer up to 5% of their annual wages into the Matched 401(k) Plan, which is matched up to an additional 4% contribution from the Company. Participants may elect to contribute an additional 45% of their eligible earnings to their Matched 401(k) Plan account without an additional matching contribution from the Company, which is subject to specified maximum limits allowed by the Internal Revenue Service ("IRS"). The assets of the Matched 401(k) Plan and Funded Retirement Plan credited to each participant are invested by the trustee of the Plans as directed by each plan participant in a variety of investment funds as permitted by the Plans. Participants in the Matched 401(k) Plan become fully vested in employer contributions over a two-year period of continuous service. Employer contributions to the Funded Retirement Plan become fully vested over a six-year period of continuous service.

Benefits are generally payable upon the death, disability, or retirement of the participant, or upon termination of employment before retirement, although benefits may be withdrawn from the Matched 401(k) Plan and paid to the participant in certain circumstances. Under certain specified circumstances, the Matched 401(k) Plan allows a participant to withdraw loans on their account.

Deferred Compensation Arrangements: The Company has two deferred compensation plans, the Executive Deferred Compensation Plan and the Director Deferred Compensation Plan, that allow for compensation to be deferred into either the Company’s Class A Nonvoting Common Stock or other investment funds. Both the Director Deferred Compensation and the Executive Deferred Compensation Plans disallow transfers from other investment funds into the Company’s Class A Nonvoting Stock, and both disallow transfers from the Company’s Class A Nonvoting Stock into other investment funds. The assets in both deferred compensation plans are held in a Rabbi Trust and are invested by the trustee as directed by the participant. Executives and directors may elect whether to receive their account balance following termination of employment in a single lump sum payment or by means of distribution under an annual installment method. Distributions of the Company’s Class A Nonvoting Common Stock are made in-kind; distributions of mutual funds are made in cash.

Executives are eligible to participate in the Brady Restoration Plan, which is a non-qualified deferred compensation plan that allows an equivalent benefit to the Matched 401(k) Plan and the Funded Retirement Plan for executives' income exceeding the IRS limits of participation in a qualified 401(k) plan.

Perquisites: Brady generally provides executives with the following perquisites:

•Financial planning and tax preparation;

•Company car or car allowance;

•Physical examination;

•Long-term care insurance; and

•Personal liability insurance.

Stock Ownership Requirements

In order to encourage our executive officers and directors to acquire and retain ownership of a significant number of shares of the Company's stock, stock ownership requirements have been established.

The Board of Directors has established the following stock ownership requirements for our NEOs:

Our NEOs are expected to meet their ownership requirement within five years of becoming an executive officer and may not sell shares, other than to cover tax withholding requirements associated with the vesting or exercise of an equity award, until such time as they meet the requirements. All NEOs were in compliance with their respective ownership requirements as of July 31, 2024. If an executive does not meet his or her ownership requirement within five years, the Committee may direct that the executive's after-tax payout on any incentive plans will be in Class A Nonvoting Common Stock in order to satisfy the executive’s ownership requirement.

Actual stock ownership of each NEO is reviewed on an annual basis to ensure the guidelines are met. The following equity balances are included for purposes of determining whether an executive meets his or her ownership requirements: the fair market values of Company stock owned, Company stock held in the Executive Deferred Compensation Plan, RSUs, and the value of vested and “in the money” stock options. The fair market value of PRSUs are excluded from the determination of executive ownership levels.

Insider Trading and Anti-Hedging Policy

The Company's Insider Trading Policy prohibits hedging and other monetization transactions in Company securities by officers, directors and employees. The prohibition of hedging transactions includes financial instruments such as prepaid variable forwards, equity swaps, collars and exchange funds. The Insider Trading Policy also prohibits the pledging of Company stock as collateral for loans or holding Company securities in a margin account by officers, directors or employees.

Employment and Change of Control Agreements

Employment Offer Letters

The Company entered into an employment offer letter dated May 24, 2024 with Mr. DeBruine. The offer letter provided that Mr. DeBruine receive an annual base salary of $450,000, with eligibility for a target annual bonus at 60% of base salary, a recommendation for a fiscal 2025 annual equity award with a grant date value of $475,000 and ability to participate in the Company’s equity incentive and other benefit plans on a basis similar to other executive officers, including a car allowance.

Mr. Shaller also has an employment offer letter providing for certain severance benefits, as described below under “Potential Payments Upon Termination or Change of Control.” None of the other NEOs have any severance agreements or similar arrangements that would apply outside of a change of control.

Change of Control Agreements

The Board of Directors previously approved change of control agreements for all of the NEOs of the Company. The agreements applicable to the NEOs provide a payment of an amount commensurate to a multiple of their salary and annual cash incentive payment, as specified in their respective agreement, prior to the date the change of control occurs in the event of termination or resignation for good cause upon a change of control. All of the NEO's agreements provide for up to $25,000 of attorney fees to enforce the executive's rights under the agreement. Payments under the agreement will be made over two years.

Under the terms of the 2012 Omnibus Incentive Stock Plan and the 2017 and 2023 Omnibus Incentive Plans, in the event of (a) the merger or consolidation of the Company with or into another corporation or corporations in which the Company is not the surviving corporation, (b) the adoption of any plan for the dissolution of the Company, or (c) the sale or exchange of all or substantially all the assets of the Company for cash or for shares of stock or other securities of another corporation, all then-unexercised stock options become fully exercisable and all restrictions placed on restricted stock, and performance-based and time-based restricted stock units will lapse. If any stock option is canceled subsequent to the events described above, the Company or the corporation assuming the obligations of the Company, shall pay an amount of cash or stock equal to the in-the-money value of the canceled stock options. The awards granted under the 2017 and 2023 Omnibus Incentive Plans provide for either accelerated or continuation of vesting of stock options and RSUs upon termination due to retirement, for which the eligibility criteria is 60 years of age and 5 years of service.

Non-Compete/Non-Solicitation/Confidentiality

Equity awards under the Company's 2012 Omnibus Incentive Stock Plan and the 2017 and 2023 Omnibus Incentive Plans contain non-competition, non-solicitation and confidential information covenants applicable to the award recipients. The confidential information covenant prohibits the use, disclosure, copying or duplication of the Company's confidential information other than in the course of authorized activities conducted in the course of the recipient's employment with the Company. The other covenants prohibit the NEOs for 12 months after termination of employment with the Company, from (i) performing duties for or as a competitor of the Company which are the same or similar to those performed by the recipient in the 24 months prior to termination of employment with the Company, (ii) soliciting customers for the sale of competitive products, (iii) soliciting employees to join a competitor or otherwise terminate their relationship with the Company, or (iv) interfering in the Company's relationships with its vendors and suppliers.

Tax Considerations

Section 162(m) of the Internal Revenue Code generally disallows a federal income tax deduction to publicly traded companies for compensation in excess of $1 million per year paid to certain current and former executive officers. Historically, the $1 million deduction limit generally has not applied to compensation that satisfies IRS requirements for qualified performance-based compensation.

The Committee's intent is to preserve the deductibility of executive compensation to the extent reasonably practicable and to the extent consistent with its other compensation objectives. However, the Committee believes Section 162(m) is only one of several relevant considerations in establishing executive compensation and believes Section 162(m) implications should not compromise its ability to design and maintain executive compensation arrangements intended to, among other things, attract, motivate and help retain a highly qualified and successful management team to lead the Company. As a result, the Committee retains the flexibility to provide compensation it determines to be in the best interests of the Company and its shareholders even if that compensation ultimately is not tax deductible.

Accounting Considerations

When reviewing preliminary recommendations and in connection with approving the terms of a given incentive plan, management and the Committee review and consider the accounting implications of a compensation arrangement, including the estimated expense and other accounting and disclosure requirements. With consideration of the accounting treatment associated with an incentive plan design, management and the Committee may alter or modify the incentive award if the award and the related accounting consequences were to adversely affect our financial performance.