BRADY CORP
For the period ended Jul 31, 2025. Filed Sep 4, 2025.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Sep 4, 2025
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Potential Payments Upon Termination or Change of Control
As described in the Employment and Change of Control Agreements section of the Compensation Discussion and Analysis above, the Company has entered into an employment offer letter with Mr. Shaller and change of control agreements with all of the NEOs that provide for benefits following termination of employment and/or a change of control. In addition, our equity incentive plans provide for certain potential benefits upon a change of control.
The offer letter entered into with Mr. Shaller provides that he is deemed an at-will employee but will receive a severance benefit equal to equal to two times the sum of his base salary and target bonus, payable in monthly installments over a 24-month period, in the event his employment is terminated without cause or he resigns for good reason as described therein. The offer letter also contains 24-month non-competition and non-solicitation provisions, as well as standard confidentiality and non-disparagement provisions. None of the other NEOs have any severance agreements or similar arrangements that would apply outside of a change of control.
The terms of the change of control agreement are triggered if, within a 24-month period beginning with the date a change of control occurs, (i) the executive’s employment with the Company is involuntarily terminated other than by reason of death, disability or cause, or (ii) the executive’s employment with the Company is voluntarily terminated by the executive subsequent to (a) any reduction in the total of the executive’s annual base salary, exclusive of fringe benefits, and the executive’s target annual cash incentive in comparison with the executive’s annual base salary and target annual cash incentive immediately prior to the date the change of control occurs, (b) a significant diminution in the responsibilities or authority of the executive in comparison with the executive’s responsibility and authority immediately prior to the date the change of control occurs, or (c) the imposition of a requirement by the Company that the executive relocate to a principal work location more than 50 miles from the executive’s principal work location immediately prior to the date the change of control occurs.
Following termination due to a change of control, executives shall be paid a multiplier of their annual base salary in effect immediately prior to the date the change of control occurs plus a multiplier of their annual cash incentive payment as discussed in their respective change of control agreements prior to the date the change of control occurs, payable in monthly installments over a 24-month period. If the payments upon termination due to change of control result in any excise tax being incurred by Messrs. Shaller, Bojarski, DeBruine and Gorman and Ms. Thornton as a result of Section 280G of the Internal Revenue Code, the officer will be solely responsible for such excise tax. The Company will also reimburse a maximum of $25,000 of legal fees incurred by the executives in order to enforce the change of control agreement, in which the executive prevails. The Company's change of control agreements contain confidentiality provisions.
The following information and tables set forth the amount of payments to each NEO in the event of termination of employment as a result of a change of control. No other employment agreements providing specified payments upon termination have been entered into between the Company and any of the NEOs in fiscal year 2025.
Assumptions and General Principles
The following assumptions and general principles apply with respect to the tables that follow in this section.
The amounts detailed in the tables assume that each NEO terminated employment on July 31, 2025. Accordingly, the tables reflect amounts earned as of July 31, 2025, and include estimates of amounts that would be paid to the NEO upon the termination or occurrence of a change of control. The actual amounts that would be paid to an NEO can only be determined at the time of termination.
The tables below include amounts the Company is obligated to pay the NEO as a result of the severance agreement and executed change of control agreement or under the applicable equity incentive plan. The tables do not include benefits that are paid generally to all salaried employees or a broad group of salaried employees. Therefore, the NEOs would receive benefits in addition to those set forth in the tables.
An NEO is entitled to receive base salary earned during their term of employment regardless of the manner in which the named executive officer’s employment is terminated. As such, this amount is not disclosed in the tables.
Russell R. Shaller
The following table outlines the amount payable assuming that the terms of the change of control agreement or equity incentive plan were triggered on July 31, 2025, and the NEO was required to legally enforce the terms of the agreement.
| Base Salary ($) (1) | Annual Cash Incentive ($) (2) | Restricted Stock Unit Acceleration Gain ($) (3) | Stock Option Acceleration Gain ($) | Legal Fee Reimbursement ($) (4) | Total ($) |
|---|---|---|---|---|---|
| $2,050,000 | $2,357,500 | $9,849,173 | $— | $25,000 | $14,281,673 |
(3)Represents the closing market price of $70.57 on 139,566 unvested RSUs and PRSU awards that would vest due to change of control (regardless of whether employment were terminated). The restricted stock unit acceleration gain for PRSUs is based on the number of shares earned based on actual performance for the fiscal 2023 award and target performance for the fiscal 2024 and 2025 awards.
(4)Represents the maximum reimbursement of legal fees allowed.
The following table outlines the amount payable assuming that the severance terms of Mr. Shaller's offer letter were triggered on July 31, 2025.
| Base Salary ($) (1) | Annual Cash Incentive ($) (2) | Total ($) |
|---|---|---|
| $2,050,000 | $2,357,500 | $4,407,500 |
As Mr. Shaller is eligible for continued vesting of equity awards through the retirement conditions of the applicable equity incentive plan agreements, which requires the employee to reach age 60 and 5 years of service, the following table outlines the amount subject to continued vesting assuming that Mr. Shaller retired on July 31, 2025.
| RSU ($) (1) | PRSU ($) (2) | Stock option ($) | Total ($) |
|---|---|---|---|
| $3,793,702 | $3,654,397 | $— | $7,448,099 |
(1)Represents the closing market price of $70.57 on 53,758 unvested RSU awards that would continue vesting as part of satisfying retirement conditions.
(2)Represents the closing market price of $70.57 on 51,784 unvested PRSU awards that would continue vesting as part of satisfying retirement conditions. The value for PRSUs is based on the number of shares earned based on actual performance for the fiscal 2023 award and target performance for the fiscal 2024 and 2025 awards pro-rated for service period satisfied.
Ann E. Thornton
The following table outlines the amount payable assuming that the terms of the change of control agreement or equity incentive plan were triggered on July 31, 2025, and the NEO was required to legally enforce the terms of the agreement.
| Base Salary ($) (1) | Annual Cash Incentive ($) (2) | Restricted Stock Unit Acceleration Gain ($) (3) | Stock Option Acceleration Gain ($) (4) | Legal Fee Reimbursement ($) (5) | Total ($) |
|---|---|---|---|---|---|
| $1,030,000 | $721,000 | $1,556,845 | $36,084 | $25,000 | $3,368,929 |
(3)Represents the closing market price of $70.57 on 22,061 unvested RSUs and PRSUs that would vest due to the change of control. The restricted stock unit acceleration gain for PRSUs is based on the number of shares earned based on target performance for the 2024 and 2025 awards.
(4)Represents the difference between the closing market price of $70.57 and the exercise price on 1,333 unvested, in-the-money stock options that would vest due to change of control.
Olivier Bojarski
The following table outlines the amount payable assuming that the terms of the change of control agreement or equity incentive plan were triggered on July 31, 2025, and the NEO was required to legally enforce the terms of the agreement.
| Base Salary ($) (1) | Annual Cash Incentive ($) (2) | Restricted Stock Unit Acceleration Gain ($) (3) | Stock Option Acceleration Gain ($) | Legal Fee Reimbursement ($) (4) | Total ($) |
|---|---|---|---|---|---|
| $980,000 | $735,000 | $1,777,658 | $— | $25,000 | $3,517,658 |
(3)Represents the closing market price of $70.57 on 25,190 unvested RSUs and PRSUs that would vest due to the change in control. The restricted stock unit acceleration gain for PRSUs is based on the number of shares earned based on target performance for the 2024 and 2025 awards.
(4)Represents the maximum reimbursement of legal fees allowed.
Thomas F. DeBruine
The following table outlines the amount payable assuming that the terms of the change of control agreement or equity incentive plan were triggered on July 31, 2025, and the NEO was required to legally enforce the terms of the agreement.
| Base Salary ($) (1) | Annual Cash Incentive ($) (2) | Restricted Stock Unit Acceleration Gain ($) (3) | Stock Option Acceleration Gain ($) (4) | Legal Fee Reimbursement ($) (5) | Total ($) |
|---|---|---|---|---|---|
| $900,000 | $540,000 | $835,549 | $45,586 | $25,000 | $2,346,135 |
(3)Represents the closing market price of $70.57 on 11,840 unvested RSUs and PRSUs that would vest due to the change of control. The restricted stock unit acceleration gain for PRSUs is based on the number of shares earned based on actual performance for the fiscal 2023 award and target performance for the fiscal 2024 and 2025 awards.
(4)Represents the difference between the closing market price of $70.57 and the exercise price on 1,684 unvested, in-the-money stock options that would vest due to change of control.
Andrew T. Gorman
The following table outlines the amount payable assuming that the terms of the change of control agreement or equity incentive plan were triggered on July 31, 2025, and the NEO was required to legally enforce the terms of the agreement.
| Base Salary ($) (1) | Annual Cash Incentive ($) (2) | Restricted Stock Unit Acceleration Gain ($) (3) | Stock Option Acceleration Gain ($) (4) | Legal Fee Reimbursement ($) (5) | Total ($) |
|---|---|---|---|---|---|
| $750,000 | $252,363 | $854,744 | $54,654 | $25,000 | $1,936,761 |
(2)Represents the average annual cash incentive payment received in the last three years ended July 31, 2025, 2024 and 2023.
(3)Represents the closing market price of $70.57 on 12,112 unvested RSUs and PRSUs that would vest due to the change of control. The restricted stock unit acceleration gain for PRSUs is based on the number of shares earned based on actual performance for the fiscal 2023 award and target performance for the fiscal 2024 and 2025 awards.
(4)Represents the difference between the closing market price of $70.57 and the exercise price on 2,019 unvested, in-the-money stock options that would vest due to change of control.
Potential Payments Upon Termination Due to Death or Disability
In the event of termination due to death or disability, all unexercised, unexpired stock options would immediately vest and all restricted stock unit awards would immediately become unrestricted and fully vested. The following table shows the amount payable to the NEOs should this event occur on July 31, 2025.
| Name | Unvested RSUs and PRSUs as of July 31, 2025 | RSUs and PRSUs Acceleration Gain $ (1) | Unvested, In-the-Money Stock Options as of July 31, 2025 | Stock Option Acceleration Gain $ (2) |
|---|---|---|---|---|
| R.R. Shaller | 139,566 | $9,849,173 | — | $— |
| A.E. Thornton | 22,061 | 1,556,845 | 1,333 | 36,084 |
| O. Bojarski | 25,190 | 1,777,658 | — | — |
| T.F. DeBruine | 11,840 | 835,549 | 1,684 | 45,586 |
| A.T. Gorman | 12,112 | 854,744 | 2,019 | 54,654 |
(1)Represents the closing market price of $70.57 on unvested RSUs and PRSUs awards that would vest due to death or disability. The restricted stock unit acceleration gain for PRSUs is based on the number of shares earned based on actual performance for the fiscal 2023 award and target performance for the fiscal 2024 and 2025 awards.
(2)Represents the difference between the closing market price of $70.57 and the exercise price on unvested, in-the-money stock options that would vest due to death or disability.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.