crws20260616_def14a.htm

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Under §240.14a-12

Crown Crafts, Inc.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒ No fee required.

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a(6)(i)(1) and 0-11.

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June 26, 2026

Dear Stockholders:

It is my pleasure to invite you to this year’s Annual Meeting of Stockholders, which will be held on Monday, August 10, 2026, at 3:00 p.m., Central Daylight Time, at our executive offices located at 8184 Highway 44, Suite 111, Gonzales, Louisiana.

Details regarding the Annual Meeting and the business to be conducted are described in the Notice of Internet Availability of Proxy Materials you received in the mail and in the accompanying proxy statement. We have also made available a copy of our 2026 Annual Report to Stockholders with this proxy statement. We encourage you to read these materials, which include our audited financial statements and provide information about our business.

We have elected to provide access to our proxy materials over the Internet in accordance with the U.S. Securities and Exchange Commission’s “notice and access” rules. Accordingly, most stockholders will not receive paper copies of our proxy materials. The Notice of Internet Availability of Proxy Materials provides information on how stockholders may obtain paper copies of our proxy materials if they so choose.

Whether or not you plan to attend the Annual Meeting, please vote as soon as possible to ensure that your shares will be represented and voted at the Annual Meeting. You may vote over the Internet, by telephone or, if you receive a paper proxy card in the mail, by mailing the completed proxy card. If you attend the Annual Meeting, then you may vote your shares in person even though you have previously voted your proxy.

Thank you for your ongoing support of, and continued interest in, Crown Crafts.

Sincerely,

Zenon S. Nie

Chairman of the Board of Directors

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NOTICE OF THE

2026 ANNUAL MEETING OF STOCKHOLDERS

Date and Time:

August 10, 2026, 3:00 p.m., Central Daylight Time (the “Annual Meeting”)

Place:

Executive offices of Crown Crafts, Inc. (the “Company,” “we” or “our”), located at 8184 Highway 44, Suite 111, Gonzales, Louisiana

Matters to be

Voted on:

•

To elect the two Class III directors nominated in the accompanying proxy statement to serve until our Annual Meeting of Stockholders to be held in 2029 and until such director’s successor is elected and qualified or until such director’s earlier death, resignation or removal from office (Proposal 1);

•

To approve the Crown Crafts, Inc. Amended and Restated 2021 Incentive Plan (Proposal 2);

•

To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending March 28, 2027 (Proposal 3); and

•

To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

Record Date:

Our Board of Directors has fixed the close of business on June 12, 2026 as the record date to determine the stockholders entitled to notice of, and to vote at, the Annual Meeting. Only those stockholders of record of Crown Crafts Series A common stock as of the close of business on that date will be entitled to vote at the Annual Meeting or at any adjournment or postponement thereof.

Voting:

Your vote is very important. Whether or not you plan to attend the Annual Meeting, we encourage you to read the accompanying proxy statement and submit your proxy as soon as possible. For specific instructions on how to vote your shares, please refer to the instructions on the Notice of Internet Availability of Proxy Materials you received in the mail, the section of the accompanying proxy statement titled “Questions and Answers About the Annual Meeting” or, if you requested to receive printed proxy materials, the included proxy card or voting instruction form. To obtain directions to attend the Annual Meeting and vote in person, please contact our Corporate Secretary at (225) 647-9146.

June 26, 2026

By Order of the Board of Directors,

Claire K. Spencer

Vice President, Chief Financial Officer and Corporate Secretary

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IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY OF PROXY MATERIALS FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON AUGUST 10, 2026:

The proxy statement and our 2026 Annual Report to Stockholders, which includes our Annual Report on Form 10-K for the fiscal year ended March 29, 2026, are available free of charge at https://materials.proxyvote.com/228309.

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TABLE OF CONTENTS

Page

Questions and Answers About the Annual Meeting	1
Board of Directors and Corporate Governance	8
Board of Directors	8
Director Nominees	9
Continuing Directors	10
Qualifications of Directors and Director Nominees	10
Independence of Directors and Director Nominees	11
Board Leadership Structure	11
Board Committees	12
Board, Committee and Stockholder Meetings	14
Compensation Committee Interlocks and Insider Participation	14
Director Nomination Process	14
Board Diversity	16
Communication with the Board and its Committees	16
Principles of Corporate Governance; Code of Business Conduct and Ethics; Code of Conduct for Directors	16
Service on Other Boards and Changes in Principal Occupation	16
Board Role in Risk Oversight	17
Prohibition on Hedging, Short Sales and Pledging	17
Director Compensation	17
Director Compensation Program	17
Director Compensation Table	19
Stock Ownership Guidelines	19
Proposal 1 – Election of Directors	20
Director Nominees	20
Recommendation of the Board of Directors	20
Executive Compensation	21
Executive Officers	21
Compensation Discussion and Analysis	21
Compensation Committee Report	32
Compensation Tables	33
Potential Payments Upon Termination or Change in Control	35
Pay Versus Performance	39
Proposal 2 – Approval of Crown Crafts, Inc. Amended and Restated 2021 Incentive Plan	42
Overview
Recommendation of Board of Directors
Report of the Audit Committee	54
Proposal 3 – Ratification of Appointment of Our Independent Registered Public Accounting Firm	55
Overview	55
Fees and Services of Independent Registered Public Accounting Firm	55
Pre-Approval Policies and Procedures	56
Recommendation of the Board of Directors	56

-i-

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Stock Ownership Information	57
Stock Ownership of Directors, Director Nominees, Executive Officers and Certain Beneficial Owners	57
Delinquent Section 16(a) Reports	58
Certain Relationships and Related Transactions	59
Additional Information	61
Other Matters	61
Stockholder Proposals and Director Nominations for the 2027 Annual Meeting	61
Where You Can Find More Information	62
APPENDIX A- Crown Crafts, Inc. Amended and Restated 2021 Incentive Plan	A-1

-ii-

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8184 Highway 44, Suite 111

Gonzales, Louisiana 70737

PROXY STATEMENT

FOR THE

2026 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON AUGUST 10, 2026

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

Why am I receiving these proxy materials?

You received these proxy materials because you are a stockholder of Crown Crafts, Inc. (“Crown Crafts,” the “Company” or “we”). The Company’s Board of Directors (our “Board”) is soliciting your proxy to vote your shares of the Company’s Series A common stock, par value $0.01 (the “Common Stock”), at our 2026 Annual Meeting of Stockholders to be held at our executive offices, located at 8184 Highway 44, Suite 111, Gonzales, Louisiana, on Monday, August 10, 2026, at 3:00 p.m., Central Daylight Time, and any adjournment or postponement thereof (the “Annual Meeting”).

Our stockholders are requested to vote at the Annual Meeting on the matters summarized in this proxy statement (this “Proxy Statement”). This Proxy Statement includes information that we are required to provide to you under the rules of the U.S. Securities and Exchange Commission (the “SEC”) and is designed to assist you in voting your shares of Common Stock.

These proxy materials were first made available to our stockholders on or about June 26, 2026.

What is included in these materials?

The proxy materials for the Annual Meeting include:

•

The Notice of the 2026 Annual Meeting of Stockholders;

•

This Proxy Statement; and

•

Our 2026 Annual Report to Stockholders (the “2026 Annual Report”), which includes our Annual Report on Form 10-K (the “2026 Form 10-K”) for the fiscal year ended March 29, 2026 (the “fiscal year 2026”).

If you received a paper copy of these materials, then the proxy materials also include a proxy card or voting instruction form.

A proxy statement is a document that SEC rules require us to give you when we ask you to sign a proxy designating individuals to vote on your behalf. A proxy is your legal designation of another person to vote your shares, and that other person is called a proxy. If you designate someone as your proxy in a written document, then that document is also called a proxy or a proxy card. We have designated Zenon S. Nie and Claire K. Spencer as proxies for the Annual Meeting.

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Why did I receive a one-page notice in the mail or email notification regarding the Internet availability of proxy materials instead of a full set of proxy materials?

The SEC permits us to furnish proxy materials by providing access to those documents on the Internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to our stockholders. Stockholders will not receive printed copies of the proxy materials unless they request them. The Notice instructs you as to how to submit your proxy on the Internet. If you would like to receive a paper or email copy of the proxy materials, then you should follow the instructions in the Notice for requesting those materials.

How can I get electronic access to the proxy materials?

The Notice provides you with instructions regarding how to:

•

View the proxy materials for the Annual Meeting on the Internet;

•

Submit a proxy; and

•

Instruct us to send future proxy materials to you electronically by email.

Choosing to receive future proxy materials by email will save us the cost of printing and mailing documents to you and will reduce the impact of the Annual Meetings on the environment. If you choose to receive future proxy materials by email, then you will receive an email next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials by email will remain in effect until you terminate it.

What is being voted on at the Annual Meeting?

Stockholders are being asked to vote on the following proposals, which are more fully described in this Proxy Statement:

•

To elect the two Class III directors nominated in this Proxy Statement to serve until our Annual Meeting of Stockholders to be held in 2029 (the “2029 Annual Meeting”) until such director’s successor is elected and qualified or until such director’s earlier death, resignation or removal from office (“Proposal 1”);

•

To approve the Crown Crafts, Inc. Amended and Restated 2021 Incentive Plan (the “Amended Plan”) (“Proposal 2”); and

•

To ratify the appointment of KPMG LLP (“KPMG”) as our independent registered public accounting firm for the fiscal year ending March 28, 2027 (“Proposal 3”).

In addition to the above matters, we will transact any other business that may properly come before the Annual Meeting. As of the date of this Proxy Statement, our Board knows of no other matters that will be brought before the Annual Meeting. However, if other matters are properly presented at the Annual Meeting, then the persons named as proxies will vote in their discretion with respect to those matters.

Who may vote at the Annual Meeting?

You may vote if you are a stockholder of record of the Common Stock as of the close of business on June 12, 2026, the record date for the Annual Meeting (the “Record Date”). As of the Record Date, there were 10,760,287 shares of Common Stock outstanding and entitled to vote at the Annual Meeting, held by 153 holders of record.

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If you are a beneficial owner of the Common Stock as of the close of business on the Record Date, then you will receive voting instructions from the brokerage firm, bank or other nominee that holds your shares as the holder of record. You must follow the voting instructions of the holder of record in order for your shares to be voted.

As of the Record Date, our directors, director nominees and executive officers as a group beneficially owned, and were entitled to vote, 1,323,978 shares of Common Stock, or approximately 12.3% of the outstanding shares of Common Stock on that date.

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

Most of our stockholders hold their shares in an account at a brokerage firm, bank or other nominee holder, rather than holding shares in their own name. There are some distinctions between shares held of record and those owned beneficially.

Stockholder of Record. If, on the Record Date, your shares were registered directly in your name with our transfer agent, Broadridge Corporate Issuer Solutions, Inc. (“Broadridge”), then you are a “stockholder of record” who may vote at the Annual Meeting, and we are providing these proxy materials directly to you.

Beneficial Owner. If, on the Record Date, your shares were held in an account at a brokerage firm, bank or other nominee holder, then you are considered the beneficial owner of shares held in “street name,” and these proxy materials are being forwarded to you by your brokerage firm, bank or other nominee holder who is considered the stockholder of record for purposes of voting at the Annual Meeting. As the beneficial owner, you have the right to direct your brokerage firm, bank or other nominee holder how to vote your shares and to attend the Annual Meeting. However, since you are not the stockholder of record, you may not vote these shares in person at the Annual Meeting unless you receive a valid proxy from your brokerage firm, bank or other nominee holder. To obtain a valid proxy, you must make a special request of your brokerage firm, bank or other nominee holder. Obtaining a valid proxy may take several days.

How many votes am I entitled to cast?

Each holder of record of the Common Stock is entitled to one vote for each share of Common Stock held by such holder on the Record Date. Cumulative voting is not permitted, and stockholders are not entitled to appraisal or dissenters’ rights with respect to any matter to be voted on at the Annual Meeting.

Your shares can be voted at the Annual Meeting only if you are present or represented by a valid proxy.

How does the Board recommend I vote?

The Board has unanimously determined to recommend that stockholders vote:

•

“FOR” the election of the Class III director nominees;

•

“FOR” the approval of the Amended Plan; and

•

“FOR” the ratification of the appointment of KPMG as our independent registered public accounting firm for the fiscal year ending March 28, 2027.

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How do I vote my shares?

If you are a stockholder of record, then you may vote using one of the following four methods:

•

Over the Internet, which you are encouraged to do if you have access to the Internet;

•

By telephone;

•

By completing, signing and returning the included proxy card, for those who received printed proxy materials in the mail; or

•

By attending the Annual Meeting and voting in person.

The Notice provides instructions on how to access your proxy, which contains instructions on how to vote via the Internet or by telephone. For stockholders who received a paper proxy card in the mail, instructions for voting via the Internet, by telephone or by mail are set forth on the proxy card.

If you hold your shares in street name, then your brokerage firm, bank or other nominee who holds your shares is considered the stockholder of record for purposes of voting at the Annual Meeting. The stockholder of record will provide you with instructions on how to vote your shares. Internet and telephone voting will be offered to stockholders owning shares through most brokerage firms and banks. As discussed above, if you would like to vote in person at the Annual Meeting, then you must contact the brokerage firm, bank or other nominee who holds your shares to obtain a valid proxy from them and bring it with you to the Annual Meeting. You will not be able to vote at the Annual Meeting unless you have a valid proxy from your brokerage firm, bank or other nominee holder.

Can I change my vote or revoke my proxy after I vote?

If you are a stockholder of record and vote by proxy, then you may change your vote at any time before the polls close at the Annual Meeting by:

•

Voting again by telephone or over the Internet prior to 11:59 p.m., Eastern Daylight Time, on August 9, 2026;

•

Giving written notice to our Corporate Secretary at Crown Crafts, Inc., P.O. Box 1028, Gonzales, Louisiana 70707, Attn.: Corporate Secretary;

•

Delivering a later-dated proxy; or

•

Voting in person at the Annual Meeting.

You may also revoke your proxy before it is voted at the Annual Meeting by using one of the methods listed above.

If you hold your shares in street name, then you may change your vote or revoke your proxy by submitting new voting instructions to your brokerage firm, bank or other nominee holder. You must contact your brokerage firm, bank or other nominee holder to find out how to do so. However, since you are not the stockholder of record, you may not change your vote by voting those shares in person at the Annual Meeting unless you receive a valid proxy from your brokerage firm, bank or other nominee holder authorizing you to vote at the Annual Meeting.

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Will my shares be voted if I do not provide my proxy?

If you are a stockholder of record, then your shares will not be voted if you do not vote them at the Annual Meeting or provide a proxy.

What if I am a beneficial owner and do not give voting instructions to my broker?

As a beneficial owner, you must provide voting instructions to your bank, broker or other nominee by the deadline provided in the materials you receive from your bank, broker or other nominee in order to ensure your shares are voted in the way you would like. If you do not provide voting instructions to your bank, broker or other nominee, then whether your shares can be voted by such person will depend on the type of item being considered for vote. Proposals 1 and 2 are “non-routine” matters under New York Stock Exchange (“NYSE”) rules and therefore they may not be voted on by brokers, banks or other nominees who have not received specific voting instructions from beneficial owners (so called “broker non-votes”). Proposal 3 is a “routine” matter under NYSE rules and therefore a matter on which banks, brokers and other nominees that do not receive voting instructions from beneficial owners may generally vote on this proposal in their discretion.

How many votes must be present to hold the Annual Meeting?

In order for us to conduct the Annual Meeting, the holders of a majority of the shares of Common Stock issued and outstanding and entitled to vote thereat must be present, in person or represented by proxy, at the Annual Meeting. This is referred to as a quorum. Your shares will be counted as present at the Annual Meeting if you do one of the following:

•

Vote via the Internet or by telephone;

•

Return a properly executed proxy by mail; or

•

Attend the Annual Meeting and vote in person.

Abstentions and broker non-votes will be counted towards the quorum requirement. If a quorum is not present at the Annual Meeting, then it is expected that the Annual Meeting will be adjourned or postponed to solicit additional proxies.

What vote is required to elect directors and approve the other proposals to be presented at the Annual Meeting?

Proposal

Voting
Options for

Proposal

Vote Required to Elect

Directors or Adopt

Proposal

Effect of

Withhold

Effect of

Abstentions

Effect of Broker

Non-Votes

Election of the Class III Directors

(Proposal 1)

For or

Withhold*

A nominee will be elected by a plurality of the votes cast at the Annual Meeting, meaning that the two Class III nominees receiving the most “FOR” votes will be elected as the Class III directors.

No effect.

Not applicable. Abstain is not a voting option.

No effect.

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Proposal

Voting
Options for

Proposal

Vote Required to Elect

Directors or Adopt

Proposal

Effect of

Withhold

Effect of

Abstentions

Effect of Broker

Non-Votes

Approval of the Amended Plan (Proposal 2)

For, Against or Abstain

Majority of the votes cast at the Annual Meeting, meaning more “FOR” votes than “AGAINST” votes.

Not applicable. Withhold is not a voting option.

No effect.

Ratification of KPMG

(Proposal 3)

For, Against or Abstain

Majority of the votes cast at the Annual Meeting, meaning more “FOR” votes than “AGAINST” votes.

Not applicable. Withhold is not a voting option.

No effect.

Brokers have discretion to vote.

*	You may vote for all the director nominees, withhold authority to vote your shares for all the director nominees or withhold authority to vote your shares with respect to any one of the director nominees.

What if my shares are registered in more than one person’s name?

If you own shares that are registered in the name of more than one person, then each person must sign the proxy. If an attorney, executor, administrator, trustee, guardian or any other person signs the proxy in a representative capacity, then the full title of the person signing the proxy should be given and a certificate should be furnished showing evidence of appointment.

What does it mean if I receive more than one Notice, proxy materials email or proxy card?

If you receive more than one Notice, proxy materials email or proxy card, then you have multiple accounts with brokers or Broadridge, the Company’s transfer agent, and will need to vote separately with respect to each Notice, proxy material email or proxy card you receive. Please vote all of these shares. It is recommended that you contact your broker or Broadridge, as applicable, to consolidate as many accounts as possible under the same name and address. Broadridge may be contacted by telephone at (877) 830-4936.

What is householding?

Beneficial owners who share a single address may receive only one copy of the Notice or the proxy materials, as the case may be, unless their broker, bank or other nominee has received contrary instructions from any beneficial owner at that address. This is known as householding. If any beneficial owner(s) sharing a single address wishes to discontinue householding and/or receive a separate copy of the Notice or the proxy materials, or wishes to enroll in householding, the beneficial owner(s) should contact its broker, bank or other nominee directly. Alternatively, if any such beneficial owner wishes to receive a separate copy of the proxy materials, we will deliver them promptly upon request made either by sending a written request to Crown Crafts, Inc., P.O. Box 1028, Gonzales, Louisiana 70707, Attn.: Corporate Secretary, or by calling (225) 647-9146.

Who pays for this proxy solicitation?

We bear the costs of soliciting proxies. Certain of our directors, officers and employees, who will receive no additional compensation for their services, may solicit proxies by mail, personal interview, telephone, email or facsimile transmission. We will reimburse brokers, fiduciaries and custodians for their costs in forwarding proxy materials to beneficial owners of the Common Stock.

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How will votes be counted?

All votes will be tabulated by the inspector of elections for the Annual Meeting, who will separately tabulate affirmative and negative votes, abstentions and broker non-votes.

Where do I find the voting results for the Annual Meeting?

We will announce preliminary voting results at the Annual Meeting. The final voting results will be tallied by the inspector of elections at the Annual Meeting and subsequently published in our Current Report on Form 8-K, which we are required to file with the SEC within four business days following the Annual Meeting.

Who can help answer my questions?

You can contact our Corporate Secretary, Claire K. Spencer, by telephone at (225) 647-9146 or by writing to Crown Crafts, Inc., P.O. Box 1028, Gonzales, Louisiana 70707, Attn.: Corporate Secretary, with any questions about the proposals described in this Proxy Statement or how to execute your vote.

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BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Our Board is committed to maintaining sound and effective corporate governance principles and believes that strong corporate governance is critical to achieving our performance goals and to maintaining the trust and confidence of stockholders, employees, suppliers, customers and regulatory agencies. Our Principles of Corporate Governance serve as a framework for the governance of the Company. The Nominating, Governance and Ethics Committee of our Board (our “Nominating, Governance and Ethics Committee”) reviews our Principles of Corporate Governance periodically and may recommend changes to our Board, as appropriate.

Board of Directors

Our Board is responsible for establishing broad corporate policies of the Company, monitoring the Company’s overall performance and ensuring that the Company’s activities are conducted in a responsible and ethical manner. Our business affairs are managed under the direction of our Board. However, in accordance with well-established corporate legal principles, our Board is not involved in the Company’s day-to-day operating matters. Members of our Board are kept informed about the Company’s business by participating in our Board and committee meetings, by reviewing analyses and reports provided to them by the Company and through discussions with the Chairman of the Board and officers of the Company.

We have a classified Board currently consisting of one Class I director (Olivia W. Elliott), two Class II directors (Zenon S. Nie, Chairman of the Board, and Michael Benstock), and two Class III directors (Donald Ratajczak and Patricia Stensrud). At each annual meeting of stockholders, directors are elected to our Board to serve until the third ensuing annual meeting of stockholders and until their successors are elected and qualified or until their earlier death, resignation or removal from office. Pursuant to our bylaws, our Board has fixed its membership at five directors.

The current Class III directors, Dr. Ratajczak and Ms. Stensrud, serve until the Annual Meeting and are not standing for re-election at the Annual Meeting. Dr. Ratajczak and Ms. Stensrud have served on our Board since 2001 and 2011, respectively, and we thank each of them for their contributions to our Board and the Company.

The Class II directors and the Class I director serve until our Annual Meeting of Stockholders to be held in 2027 (the “2027 Annual Meeting”) and our Annual Meeting of Stockholders to be held in 2028 (the “2028 Annual Meeting”), respectively.

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The following table sets forth the names and certain other information about each of the director nominees and the continuing directors as of June 26, 2026:

	Class	Age	Position	Director Since	Current Term Expires	Expiration of Term for Which Nominated
Director Nominees
Ixchell C. Duarte	III	59	Director Nominee	-	-	2029 Annual Meeting
Tatiana G. Ferreira	III	48	Director Nominee	-	-	2029 Annual Meeting
Continuing Directors
Michael Benstock	II	70	Director	May 2023	2027 Annual Meeting	-
Zenon S. Nie	II	75	Chairman of the Board	2001	2027 Annual Meeting	-
Olivia W. Elliott	I	57	Director and Chief Executive Officer	May 2022	2028 Annual Meeting	-

Director Nominees

Ixchell C. Duarte founded and serves as Chief Executive Officer of ICD Strategic Advisors LLC, a strategic finance advisory firm focused on helping organizations strengthen financial operations, improve compliance, and build scalable financial infrastructure. She served as Chief Financial Officer (previously served as Chief Accounting Officer), Treasurer and Senior Vice President of CNL Healthcare Properties, Inc., a public non-traded REIT, from January 2012 through its sale in March 2026. Ms. Duarte also previously served as Chief Financial Officer (and previously as Chief Accounting Officer), Treasurer and Senior Vice President of CNL Healthcare Properties II, Inc., a public non-traded REIT, from its formation and registration process in July 2015 until its dissolution in March 2020. Ms. Duarte oversaw accounting operations, financial reporting and compliance across multiple public non-traded REITs, serving as Senior Vice President and Chief Accounting Officer of CNL Lifestyle Properties, Inc., CNL Growth Properties, Inc., and Global Income Trust, Inc. from January 2012 through their respective dissolutions between 2015 and 2017. She also served as Chief Accounting Officer of CNL Investment Management Company from January 2012 through May of 2019, where she oversaw accounting and financial reporting for debt and equity investment portfolios. Prior to rejoining CNL affiliates in January 2012, Ms. Duarte served as Controller at GE Capital – Franchise Finance from February 2007 through January 2012. She served as Senior Vice President and Chief Accounting Officer of Trustreet Properties, Inc., an NYSE-listed REIT, from 2005 until its acquisition by GE Capital in February 2007. Ms. Duarte served as Controller of various CNL affiliates from September 1995 through February 2005. Ms. Duarte spent seven years working as an external financial auditor starting in the New York City audit practice of KPMG and then for the Orlando, Florida audit practice of Coopers & Lybrand. She is a Certified Public Accountant.

Tatiana G. Ferreira founded HarmonIQ Consulting & Advisory LLC, which provides executive-level guidance and strategic collaboration, in June 2024, and serves as its Chief Executive Officer. She also founded Tati Ferreira LLC, a consulting company, in February 2023, where she serves as Founder and Chief Executive Officer. She previously served as Senior Vice President of Retail, Customer Experience Operations at Neiman Marcus Group, a department store holding company, from 2019 to 2023. Ms. Ferreira also served as Vice President of Operations and Customer Experience (Retail Development) at Louis Vuitton America, from 2015 to 2018. Ms. Ferreira has also served as an Advisory Board Member of StoreOS Corp, a retail technology company, since 2025, and a member of the Board of Directors of Dream.org, a non-profit which expands access to technology education and economic opportunity in underserved communities, since 2023. Ms. Ferreira holds the National Association of Corporate Directors Directorship Certification.

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Continuing Directors

Class II Directors With Terms Expiring at the 2027 Annual Meeting

Michael Benstock has served as President and Chief Executive Officer of Superior Group of Companies, Inc. (“Superior”), a Nasdaq-listed company, since October 24, 2003. Prior to that, Mr. Benstock served as Co-President of Superior from May 1, 1992, until October 24, 2003, and Executive Vice President of Superior prior to that. Mr. Benstock has served as Chairman of the Board of Superior since February 2023 and as a director of Superior since 1985. He also served as a director of USAmeriBank from 2007 to December 31, 2017, and chair of its audit committee from 2014 to December 31, 2017, at which time USAmeriBank was acquired by Valley National Bank.

Zenon S. Nie has served as Chairman of the Board of the Company since May 1, 2022. Mr. Nie served as Lead Director from August 2009 until he commenced serving as Chairman of the Board. He has served since 2001 as Chairman of the Board, President and Chief Executive Officer of the CEO Advisory Board LLC, a management consulting firm he founded in 2000, and since 2001 has also been an operating partner in Tri-Artisan Partners, which merged with Morgan Joseph to form Morgan Joseph TriArtisan LLC in January 2011. From 1993 to 2000, he was Chairman of the Board, President, Chief Executive Officer and Chief Operating Officer of Simmons Company, a billion-dollar international manufacturer and distributor of mattresses. From 1991 to 1993, he was President of the Consumer Home Fashion division of the Bibb Company, which included the Juvenile Products textile division. Prior to that, he was President of Serta Incorporated and held other senior executive positions at both Serta and Sealy Incorporated over the previous 13 years. Mr. Nie has earned the CERT Certificate in Cybersecurity Oversight for directors from the Software Engineering Institute at Carnegie Mellon University and is a National Association of Corporate Directors Board Leadership Fellow.

Class I Director With a Term Expiring at the 2028 Annual Meeting

Olivia W. Elliott has served as the Company’s President and Chief Executive Officer since March 1, 2022, after serving as the Company’s President and Chief Operating Officer since January 2021, and the Company’s Vice President and Chief Financial Officer since September 2008. She continued to serve as the Company’s Chief Financial Officer until February 2021. She joined the Company in November 2001 as Secretary and Treasurer. She began her career in public accounting in 1991 with Deloitte & Touche LLP, where she worked for more than three years, after which she worked for seven years in finance and treasury functions with two public companies. She is a Certified Public Accountant.

Qualifications of Directors and Director Nominees

Our Board believes that the combined business and professional experience and expertise of our continuing directors make, and of our director nominees will make, them a valuable resource to management and qualify them for service on our Board. The particular experience, qualifications, attributes and/or skills that led our Board to conclude that our continuing directors and our director nominees should serve as a director of the Company are set forth below.

Director Nominees

Ms. Duarte has considerable business, accounting and financial experience. We believe her education, knowledge and experience as an auditor, a chief financial officer and treasurer, along with her ability to analyze financial information, will enhance our Board’s oversight of the Company’s business operations, financial disclosure, external auditors and the effectiveness of the Company’s internal controls.

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Ms. Ferreira has extensive experience in retail operations and customer experience transformation at scale, having held senior executive positions at iconic consumer brands, including Louis Vuitton and Neiman Marcus. We believe her expertise in artificial intelligence and digital strategy, combined with her governance experience as a nonprofit board member, will enable her to offer a unique and valuable perspective to our Board on technology adoption, customer strategy and operational excellence.

Continuing Directors

Ms. Elliott has considerable institutional knowledge about the Company, its operations and industry, having served in both financial and operational leadership positions with the Company since November 2001, which makes her an effective director. Her perspective with respect to the Company’s progress and past challenges is essential when our Board is evaluating issues and risks facing the Company. Her knowledge and understanding of the industry and its key players, including suppliers and customers, make Ms. Elliott a valuable resource for our Board.

Mr. Benstock brings to our Board a valuable understanding of the Company’s opportunities and the challenges it faces. During a long and successful career, he has held the top executive officer position with a Nasdaq-listed consumer products company and has served on the boards of other successful companies, including a company in the financial services industry.

Mr. Nie has served on our Board since the reorganization of Crown Crafts in 2001. During this time, he has gained considerable institutional knowledge about the Company, its operations and its industry, which makes him an effective director. Mr. Nie is a key voice on our Board with respect to strategy and growth. During his varied career, he has gained valuable perspective on management matters, having served in top executive positions with other manufacturing companies.

Independence of Directors and Director Nominees

Pursuant to our Principles of Corporate Governance and the listing standards of The Nasdaq Stock Market (“Nasdaq”), a majority of the members of our Board must be independent of the Company. For a director to be considered independent, our Board must determine that the director meets the independence criteria of the SEC and Nasdaq, as well as any other independence standards applicable to independent Board members as may be in effect from time to time under applicable laws, rules and regulations. For a director to be considered independent, our Board must determine that the director does not have a relationship with the Company that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making this determination, our Board will consider all relevant facts and circumstances, including any transactions or relationships between the director and the Company or its subsidiaries. The Board has determined that each of our director nominees (Ms. Duarte and Ms. Ferreira) and each of our non-employee directors (Messrs. Benstock and Nie, Dr. Ratajczak and Ms. Stensrud), is “independent,” as defined for purposes of the rules of the SEC and the listing standards of Nasdaq.

In addition, our Board has determined that each of the members of our Board’s Audit Committee (the “Audit Committee”), Compensation Committee (the “Compensation Committee”), and Nominating, Governance and Ethics Committee are independent under the rules of the SEC and the listing standards of the Nasdaq applicable to members of each committee.

Board Leadership Structure

Our Board is currently led by Mr. Nie, as Chairman of the Board, who is an independent director. Our Board has determined to separate the positions of Chief Executive Officer and Chairman of the Board in recognition of the differences between the two roles. Our Chief Executive Officer is responsible for our strategic direction, day-to-day leadership and performance while our Chairman of the Board, in consultation with our Chief Executive Officer, sets the agenda for and presides over meetings of our Board, oversees the flow of information to our Board and acts as a liaison between the non-employee directors and management.

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In addition, we believe that the separation of the positions of our Chief Executive Officer and Chairman of the Board provides for more effective monitoring and objective evaluation of our Chief Executive Officer’s performance. The separation of these leadership roles has allowed our Chairman of the Board to strengthen our Board’s independent oversight of our performance and governance standards.

Another important component of our Board’s leadership structure is the role of its committees. Our Board has delegated certain oversight functions to its four standing committees — our Audit Committee, our Compensation Committee, our Nominating, Governance and Ethics Committee, and our Capital Committee of the Board (the “Capital Committee”). These committees regularly report back to our Board with specific findings and recommendations in their areas of oversight and also consult and work with our Chief Executive Officer. Further information about these four committees is provided below in “Board of Directors and Corporate Governance – Board Committees.”

Pursuant to our Principles of Corporate Governance, if the positions of our Chairman of the Board and Chief Executive Officer are held by the same person, or if our Chairman of the Board is otherwise employed by the Company, then our Board shall select an independent director to serve as our Lead Independent Director. Our Lead Independent Director would preside over executive session of the independent directors, consult as appropriate with our Chairman of the Board or our Chief Executive Officer, oversee the flow of information to our Board and acts as liaison between the non-employee directors and management. Our Lead Independent Director would also serve as a focal point for the independent directors, thereby enhancing and clarifying our Board’s independence from management. Our Lead Independent Director would also have such other responsibilities as may be delegated to our Lead Independent Director by our Board from time to time.

As stated in our Principles of Corporate Governance, our Board believes that it is in the best interests of the Company for our Board to periodically evaluate and make a determination regarding whether or not to separate the roles of our Chairman of the Board and Chief Executive Officer based upon the circumstances. We believe that our Board’s leadership structure, policies, and practices, when combined with our other governance policies and procedures, function well in:

•

Strengthening Board leadership;

•

Fostering cohesive decision making at the Board level;

•

Solidifying director collegiality;

•

Improving problem solving; and

•

Enhancing strategy formulation and implementation.

Board Committees

During fiscal year 2026, our Board had the following standing committees: Audit Committee, Compensation Committee, Nominating, Governance and Ethics Committee, and Capital Committee. Each committee has adopted a formal, written charter, which has been approved by our full Board and which specifies the scope of the committee’s responsibilities and how it should carry them out. The complete text of the charter of each of our Audit Committee, Compensation Committee, Nominating, Governance and Ethics Committee, and Capital Committee is available on our website at www.crowncrafts.com.

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Audit Committee. Our Audit Committee was established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Our Audit Committee is currently comprised of Michael Benstock, Donald Ratajczak and Patricia Stensrud, none of whom is a current or former employee of the Company or any of its subsidiaries and all of whom are, in the opinion of our Board, free from any relationship that would interfere with the exercise of their independent judgment in the discharge of our Audit Committee’s duties. See “Report of the Audit Committee.”

Our Audit Committee represents our Board in discharging its responsibility relating to the accounting, reporting and financial practices of the Company and its subsidiaries. Its primary functions include monitoring the integrity of the Company’s financial statements and system of internal controls and the Company’s compliance with regulatory and legal requirements; monitoring the independence, qualifications and performance of the Company’s independent auditor; and providing a line of communication among the independent auditor, management and our Board.

Compensation Committee. Our Compensation Committee is currently comprised of Michael Benstock, Zenon S. Nie and Patricia Stensrud, none of whom is a current or former employee of the Company or any of its subsidiaries and all of whom are, in the opinion of our Board, free from any relationship that would interfere with the exercise of their independent judgment in the discharge of our Compensation Committee’s duties.

The duties of our Compensation Committee are generally to establish the compensation for the Company’s executive officers and to act on such other matters relating to compensation as it deems appropriate, including an annual evaluation of our Chief Executive Officer and the design and oversight of all compensation and benefit programs in which the Company’s employees and officers are eligible to participate.

Nominating, Governance and Ethics Committee. Our Nominating, Governance and Ethics Committee is currently comprised of Michael Benstock, Zenon S. Nie and Donald Ratajczak, none of whom is a current or former employee of the Company or any of its subsidiaries and all of whom are, in the opinion of our Board, free from any relationship that would interfere with the exercise of their independent judgment in the discharge of our Nominating, Governance and Ethics Committee’s duties.

Our Nominating, Governance and Ethics Committee has the general responsibility for overseeing the Company’s corporate governance practices and for identifying, reviewing and recommending to our Board individuals to be nominated for election to our Board. Our Nominating, Governance and Ethics Committee will also consider any director candidate proposed in good faith by a stockholder of the Company. To do so, a stockholder should send the director candidate’s name, credentials, contact information and his or her consent to be considered as a candidate to our Corporate Secretary. The proposing stockholder should also include his or her contact information and a statement of his or her share ownership (i.e., how many shares of Common Stock the proposing stockholder owns and how long such shares have been held), as well as any other information required by our bylaws.

Capital Committee. Our Capital Committee is currently comprised of Zenon S. Nie, Donald Ratajczak and Patricia Stensrud, none of whom is a current or former employee of the Company or any of its subsidiaries, and such directors, in the opinion of our Board, are free from any relationship that would interfere with the exercise of their independent judgment in the discharge of our Capital Committee’s duties. Our Capital Committee is responsible for overseeing and making recommendations with respect to certain capital market transactions, including stock repurchases and dividend payments.

Our Board anticipates that, subject to the election of Ms. Ferreira and Ms. Duarte as Class III directors at the Annual Meeting: (i) Ms. Ferreira will be appointed as a member of the Audit, Compensation and Capital Committees; and (ii) Ms. Duarte will be appointed as a member of the Audit, Nominating, Governance and Ethics, and Capital Committees.

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Board, Committee and Stockholder Meetings

Our Board met five times during fiscal year 2026. Executive sessions were held with the Company’s independent auditor at each meeting of our Audit Committee. Each director attended all of the meetings of our Board and committees of which he or she was a member during fiscal year 2026.

All Board members attended our Annual Meeting of Stockholders held in 2025 (the “2025 Annual Meeting”), and all members of our Board have been requested to attend the Annual Meeting. Pursuant to our Principles of Corporate Governance, directors are expected to attend our annual meeting of stockholders. with the understanding that occasional absences may be unavoidable.

The following table provides a summary of the membership of our Board’s standing committees since the beginning of fiscal year 2026 and through the date of this Proxy Statement, together with information regarding the number of committee meetings held during fiscal year 2026.

Director Name	Independent Director	Audit Committee	Compensation Committee	Nominating, Governance and Ethics Committee	Capital Committee
Michael Benstock	Yes	✔	✔	✔*
Zenon S. Nie	Yes		✔*	✔	✔
Donald Ratajczak⁽¹⁾	Yes	✔*		✔	✔
Patricia Stensrud	Yes	✔	✔		✔*
Olivia W. Elliott	No
Number of Meetings		4	2	3	4

* Chair

⁽¹⁾ Audit Committee Financial Expert

Compensation Committee Interlocks and Insider Participation

During the fiscal year 2026, Messrs. Nie and Benstock and Ms. Stensrud served as members of our Compensation Committee. None of them is, or has been, an officer or employee of the Company.

Director Nomination Process

Pursuant to our Principles of Corporate Governance, our Nominating, Governance and Ethics Committee is responsible for reviewing and recommending to our Board qualified individuals to be director nominees. Our Nominating, Governance and Ethics Committee reviews the composition and size of our Board to ensure that it has the proper expertise and independence; determines the criteria for the selection of our Board members and Board committee members; establishes criteria for qualifications as independent directors, consistent with applicable laws and listing standards; maintains a file of suitable candidates for consideration as nominees to our Board; reviews Board candidates recommended by stockholders in compliance with all director nomination procedures for stockholders; and recommends to our Board the slate of nominees of directors to be elected by the stockholders and any directors to be elected by our Board to fill vacancies.

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Our Nominating, Governance and Ethics Committee has not established specific minimum age, education, experience or skill requirements for directors, but, in general, directors will have ample experience and a proven record of success and leadership. Pursuant to our Principles of Corporate Governance, director candidates are evaluated based on such factors as our Nominating, Governance and Ethics Committee determines, including their financial literacy, business acumen and experience, independence, and willingness, ability and availability for service. This may include consideration of factors such as the following:

•

Whether the potential nominee has leadership, strategic or policy-setting experience in a complex organization, including not only a corporate organization but also any governmental, educational or other non-profit organization;

•

Whether the potential nominee has experience and expertise that is relevant to the Company’s business, including any specialized business experience, technical expertise or industry expertise, and whether the potential nominee has knowledge regarding issues affecting the Company;

•

Whether the potential nominee is highly accomplished in his or her respective field;

•

Whether the potential nominee has high ethical character and a reputation for honesty, integrity and sound business judgment;

•

Whether the potential nominee is free of any conflict of interest or the appearance of any conflict of interest and whether he or she is willing and able to represent the interests of all stockholders;

•

Any factor affecting the ability or willingness of the potential nominee to devote sufficient time to our Board’s activities and to enhance his or her understanding of the Company’s business; and

•

How the potential nominee would contribute to diversity, with a view toward the needs of our Board as a whole.

Our Principles of Corporate Governance also provide that a director must have high personal and professional ethics, integrity and values, including respectfulness, honesty and a commitment to teamwork and high standards.

In addition, with respect to an incumbent director whom our Nominating, Governance and Ethics Committee is considering as a potential nominee for re-election, our Nominating, Governance and Ethics Committee will review and consider the incumbent director’s service during his or her term, including the number of meetings attended, level of participation and overall contribution to the Company.

Any stockholder who wishes to have our Nominating, Governance and Ethics Committee consider any potential nominee for election as a director is required to give advance written notice in accordance with, and provide the information required by, Section 2.13 of our bylaws. See “Additional Information – Stockholder Proposals and Director Nominations for the 2027 Annual Meeting.”

There are no differences in the manner in which our Nominating, Governance and Ethics Committee evaluates director candidates it identifies and candidates who are recommended for nomination for membership on our Board by a stockholder.

A non-management director introduced each of Ixchell C. Duarte and Tatiana G. Ferreira to our Nominating, Governance and Ethics Committee and our Board for their consideration.

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Board Diversity

Our Nominating, Governance and Ethics Committee has not adopted a formal policy regarding the consideration of diversity in identifying director nominees, although the committee and our Board are committed to a diversified membership. Pursuant to our Principles of Corporate Governance, in determining whether to recommend a director nominee, the members of our Nominating, Governance and Ethics Committee consider and discuss diversity, among other factors, with a view toward the role and needs of our Board as a whole. When identifying and recommending director nominees, the members of our Nominating, Governance and Ethics Committee generally view diversity expansively to include, without limitation, concepts such as race, gender, national origin, differences of viewpoint and perspective, professional experience, education, skill and other qualities or attributes that together contribute to the functioning of our Board.

Communication with the Board and its Committees

Any stockholder may communicate with our Board by directing correspondence to our Board, any of its committees or one or more of its individual members, in care of our Corporate Secretary, at Crown Crafts, Inc., P.O. Box 1028, Gonzales, Louisiana 70707.

Principles of Corporate Governance; Code of Business Conduct and Ethics; Code of Conduct for Directors

Our Board has adopted Principles of Corporate Governance which serves as a framework for the governance of the Company. Our Principles of Corporate Governance also address the role and composition, and functioning, of our Board and policies applicable to our Board.

Our Board also has adopted a Code of Business Conduct and Ethics that is applicable to all directors and employees, including our Chief Executive Officer and Chief Financial Officer. Our Code of Business Conduct and Ethics covers topics such as conflicts of interest, insider trading, competition and fair dealing, discrimination and harassment, health and safety, confidentiality, payments to governmental personnel and compliance procedures. Our Code of Business Conduct and Ethics is posted in the governance library subsection of the governance section on the investor relations page of Company’s website at www. crowncrafts.com/investor-relations/corporate-governance/governance-library.com. In addition, our Board has also adopted a Code of Conduct for Directors, which is posted in the same location.

Service on Other Boards and Changes in Principal Occupation

As stated in our Principles of Corporate Governance, directors are encouraged to limit the number of other boards on which they serve so as not to interfere with their service as a director of the Company. Directors who are serving as chief executives of public companies may not serve on the boards of more than two other companies in addition to our Board. Service on the boards of subsidiary companies with no publicly traded stock, non-profit organizations and non-public, for-profit organizations is not included in this calculation. Moreover, if a director sits on several mutual fund boards within the same fund family, such boards will count as one board for purposes of this calculation. In addition, members of our Audit Committee may not serve on the audit committees of more than two other public companies.

Pursuant to our Principles of Corporate Governance, when a director’s principal occupation or business association changes substantially during the director’s tenure on our Board, the director must promptly notify our Board and the director shall tender his or her resignation from our Board to our Nominating, Governance and Ethics Committee Chair. Our Corporate Nominating, Governance and Ethics Committee, in consultation with its Chair, will recommend to our Board what action, if any, should be taken with respect to such resignation.

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Board Role in Risk Oversight

As noted above, the Company’s business and affairs are managed under the direction of our Board. This includes the Board’s overseeing the type and amount of risk undertaken by the Company. In discharging its oversight responsibilities, our Board relies on a combination of the business experience of its members and the expertise and business experience of the Company’s officers and employees, as well as, from time to time, advice of various consultants and experts. An appropriate balancing of risks and potential rewards with the long-term goals of the Company is, and historically has been, implicit in the decisions and policies of our Board. Because risk oversight is so thoroughly made a part of all Board deliberations and discussions, no special provision has been made for that oversight in our Board’s leadership structure, except in connection with: (i) the role of our Audit Committee, which has responsibility for overseeing the Company’s risk management programs and policies; and (ii) the role of our Compensation Committee, which has responsibility for assessing the risks associated with the Company’s compensation programs.

Our Audit Committee focuses on financial reporting risk, oversees the entire audit function and evaluates the effectiveness of internal and external audit efforts. It receives reports from management regularly regarding the Company’s assessment of risks and the adequacy and effectiveness of internal control systems. Our Audit Committee reports regularly to the full Board and is required by its charter to discuss at least annually with management and the Company’s independent auditor the adequacy of the Company’s risk management programs and policies, including any recommendations the committee may have for improvements in those areas.

Prohibition on Hedging, Short Sales and Pledging

Our Board has adopted an Insider Trading Policy which is applicable to Board members and the officers and other employees of the Company and its subsidiaries. Among other things, our Insider Trading Policy provides that the following transaction are prohibited: (i) short-term trading in our securities; (ii) short selling our securities; (iii) transactions in put options, call options or other derivative securities; (iii) hedging or monetization transactions with respect to our securities; and (iv) holding our securities in a margin account or otherwise pledging our securities as collateral for a loan.

Our Insider Trading Policy also provides guidelines on the adoption of Rule 10b5-1 trading plans by Board members and the officers and other employees of the Company and its subsidiaries that are consistent with recently-approved SEC requirements.

For more information regarding our Insider Trading Policy, see “Executive Compensation – Compensation Discussion and Analysis – Insider Trading Policy.”

DIRECTOR COMPENSATION

Director Compensation Program

Our Compensation Committee periodically reviews the compensation of directors and committee members and chairpersons. Director compensation is set by our Board based upon the recommendation of our Compensation Committee. Compensation consists of a combination of cash and equity. A substantial portion of director compensation is equity-based to assist in aligning directors’ interests with the long-term interests of stockholders of the Company.

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The equity component of our director compensation consists of an annual grant of restricted stock, made shortly after each annual meeting of stockholders and pursuant to the Crown Crafts, Inc. 2021 Incentive Plan (the “2021 Plan”), with a target value of $100,000, which value is subject to review and adjustment upon recommendation of our Compensation Committee and approval of our Board. This grant of restricted stock vests upon the earlier of: (i) the one-year anniversary of the grant date; and (ii) the date immediately preceding the date of the annual meeting of stockholders which is held in the year after the grant year. The number of shares of Common Stock constituting the annual grant is determined by dividing the target value of the annual grant by the average closing price of the Common Stock as reported on Nasdaq for the twenty trading days prior to the date of the immediately preceding annual meeting of stockholders.

Upon recommendation of our Compensation Committee and approval of our Board, the annual cash retainer for our non-employee directors was increased from $50,000 to $60,000 per year, effective April 1, 2025. Except for this increase, director compensation for our non-employee directors for fiscal year 2026 has not changed from fiscal year ended March 30, 2025 (the “fiscal year 2025”).

The table below sets forth the compensation program approved by our Board for our non-employee directors for fiscal year 2026.

Annual Cash Retainer/Fee (paid monthly)		Position
$60,000	Annual Retainer	Board Members
$50,000	Supplemental Annual Retainer	Non-Executive Chairman of the Board
$20,000	Annual Chair Fee	Audit Committee Chair
$10,000	Annual Chair Fee	Compensation Committee Chair
$ 5,000	Annual Chair Fee	Nominating, Governance and Ethics Committee Chair
$ 5,000	Annual Chair Fee	Capital Committee Chair
$ 1,000	Meeting Fee Per Committee Meeting Attended or Committee Work Session Attended*	Each Committee Member

Annual Equity Retainer
For fiscal year 2026, on August 14, 2025, each non-employee director received a grant of 34,944 shares of restricted Common Stock with a grant date value equal to $101,687, based on the closing price of the Common Stock as reported on Nasdaq on the date of grant of $2.91 per share. The number of shares issued was determined by dividing $100,000 by the average closing price of the Common Stock as reported on Nasdaq for the twenty trading days prior to the date of the 2025 Annual Meeting, which was $2.86 per share. The shares of restricted stock vest upon the earlier of: (i) August 14, 2026; and (ii) the date immediately preceding the date of the Annual Meeting.

*No meeting fees are paid for Board meeting attendance.

Directors who are employees of the Company or its subsidiaries do not receive any compensation for their service as directors.

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Director Compensation Table

The table below sets forth information regarding compensation earned by or paid to our non-employee directors for fiscal year 2026.

Name	Fees Earned or Paid in Cash ⁽¹⁾	Stock Awards ⁽²⁾	All Other Compensation	Total
Michael Benstock	$83,000	$101,687	-	$184,687
Zenon S. Nie	$138,000	$101,687	-	$239,687
Donald Ratajczak	$91,000	$101,687	-	$192,687
Patricia Stensrud	$76,000	$101,687	-	$177,687

⁽¹⁾	Includes fees earned in fiscal year 2026 and paid in fiscal year 2026 and the fiscal year ending March 28, 2027 (the “fiscal year 2027”).

⁽²⁾

Stock awards consist of awards of restricted stock granted pursuant to the 2021 Plan on August 14, 2025. The dollar amounts reported in the table above reflect the aggregate grant date fair value of these shares computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, Compensation – Stock Compensation (“FASB ASC 718”), using the closing price of Common Stock of $2.91 per share as reported on Nasdaq on the date of grant. Assumptions used in the calculation of these amounts are included in Note 10 to the Company’s audited consolidated financial statements for fiscal year 2026, included in the 2026 Form 10-K. These amounts may not correspond to the actual value that will be recognized by the directors. The shares vest upon the earlier of: (i) August 14, 2026; and (ii) the date immediately preceding the date of the Annual Meeting. These shares are the only unvested shares of Common Stock held by the non-employee directors as of June 26, 2026.

Stock Ownership Guidelines

Our Board believes the Company’s directors should have a meaningful stake in the ownership of the Company in order to align their interests with those of stockholders. To further that objective, our Board has adopted minimum stock ownership guidelines for directors whereby directors are expected to hold, by the end of the fifth anniversary of being elected to our Board, shares of Common Stock having a value equal to not less than three times their annual cash retainer. As of the end of fiscal year 2026, all our directors have met or exceeded, or are in line to meet or exceed, their required ownership levels before their fifth anniversary of being elected to our Board.

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PROPOSAL 1 – ELECTION OF DIRECTORS

Our Board is currently composed of five members. Our Board is divided into three classes, which shall be as equal in number as possible, and currently consists of one Class I director (Olivia W. Elliott) with a term expiring at the 2028 Annual Meeting, two Class II directors (Zenon S. Nie and Michael Benstock) with a term expiring at the 2027 Annual Meeting, and two Class III directors (Donald Ratajczak and Patricia Stensrud) with a term expiring at the Annual Meeting. At each annual meeting of stockholders, directors are elected to our Board to serve until the third ensuing annual meeting of stockholders and until their successors are elected and qualified or until their earlier death, resignation or removal from office. This classification of our Board may have the effect of delaying or preventing changes in control of our company.

Director Nominees

Our Board, upon recommendation of our Nominating, Governance and Ethics Committee, has nominated for election at the Annual Meeting, each of Ixchell C. Duarte and Tatiana G. Ferreira to serve as a Class III director until the 2029 Annual Meeting and until her successor is elected and qualified or until her earlier death, resignation or removal from office. For information concerning Ms. Duarte and Ms. Ferreira, see “Board of Directors and Corporate Governance – Director Nominees” and “Board of Directors and Corporate Governance – Qualifications of Directors and Director Nominees.”

If you properly grant your proxy and submit it to the Company in time to vote, the proxy holder will vote your shares “FOR” the election of each of Ixchell C. Duarte and Tatiana G. Ferreira as a Class III director, unless you have specifically indicated by proper proxy that your shares should be withheld from voting for either Ixchell C. Duarte or Tatiana G. Ferreira, or both. Proxies cannot be voted at the Annual Meeting for a greater number of persons than the number of nominees named.

Recommendation of the Board of Directors

Our Board unanimously recommends a vote “FOR” each of the Class III director nominees named above. Proxies will be voted “FOR” the election of these director nominees unless otherwise specified.

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EXECUTIVE COMPENSATION

Executive Officers

Executive officers of the Company are elected or appointed by our Board and hold office until their successors are elected or until their earlier death, resignation or removal, subject to the terms of applicable employment agreements. See “Executive Compensation – Compensation Discussion and Analysis – Employment, Severance and Compensation Arrangements.” The executive officers of the Company as of the date of this Proxy Statement are as follows:

Name, Age and
Term as Executive Officer

Position

Biographical Information

Olivia W. Elliott, 57

Executive Officer since 2008

President and Chief Executive Officer

Ms. Elliott has served as the Company’s President and Chief Executive Officer since March 1, 2022, after serving as the Company’s President and Chief Operating Officer since January 2021, and the Company’s Vice President and Chief Financial Officer since September 2008. She continued to serve as the Company’s Chief Financial Officer until February 2021. She joined the Company in November 2001 as Secretary and Treasurer. She began her career in public accounting in 1991 with Deloitte & Touche LLP, where she worked for more than three years, after which she worked for seven years in finance and treasury functions with two public companies. She is a Certified Public Accountant. She has served as a director since May 1, 2022.

Claire K. Spencer, 36

Executive Officer since

June 30, 2025

Vice President, Chief Financial Officer and Corporate Secretary

Ms. Spencer has served as the Company’s Vice President since June 16, 2025 and as the Company’s Chief Financial Officer and Corporate Secretary since June 30, 2025. Ms. Spencer served from July 2021 through June 2025 as Director of SEC Reporting for H&E Equipment Services, Inc., a Nasdaq-listed equipment rental company (“H&E”). She began her career in public accounting in 2013 with KPMG, where she served in audit roles for various public companies from October 2013 to May 2017 and then worked as a Financial Reporting Manager for HRI Properties, LLC, a real estate development company, from May 2017 to June 2019 and at H&E Equipment Services, Inc. from July 2019 to July 2021 before being promoted to Director. Ms. Spencer earned a Master of Science in Accounting and a Bachelor of Business Administration in Accounting from Southern Methodist University. She is a member of the American Institute of Certified Public Accountants as well as both the Texas and Louisiana Society of Certified Public Accountants.

Compensation Discussion and Analysis

Our Compensation Committee has overall responsibility for establishing, implementing and monitoring the Company’s compensation structure, policies and programs. Our Compensation Committee oversees the design and implementation of strategic compensation programs for the Company’s executive officers and is responsible for assessing and approving the total compensation paid to our Chief Executive Officer and our Chief Executive Officer’s compensation recommendations for other executive officers and for determining whether the compensation paid under the Company’s programs is fair, reasonable and competitive. Our Compensation Committee Chair regularly reports to our Board on Compensation Committee actions and recommendations. Our Compensation Committee has authority to directly retain (at the Company’s expense) outside counsel, compensation consultants and other advisors to assist as needed.

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The individuals who served as our Chief Executive Officer and Chief Financial Officer during fiscal year 2026, as well as the other individuals included in “Executive Compensation – Compensation Tables - Summary Compensation Table”, are referred to individually, as a “named executive officer,” and collectively, as the “named executive officers.” With respect to our named executive officers, this Compensation Discussion and Analysis identifies the Company’s current compensation philosophy and objectives and describes the various methodologies, policies and practices for establishing and administering the compensation programs of our named executive officers.

Compensation Philosophy and Objectives

Our Compensation Committee believes that the most effective executive compensation programs are those that align the interests of our executive officers with those of our stockholders. Our Compensation Committee further believes that a properly structured compensation program will attract and retain talented individuals and motivate them to drive stockholder value and achieve specific short- and long-term strategic objectives and that a significant percentage of executive pay should be based on the principle of pay-for-performance. However, our Compensation Committee also recognizes that the Company must maintain its ability to attract highly talented executives.

Our executive compensation program is designed to provide:

•

Levels of base compensation that are competitive with comparable companies;

•

Annual incentive compensation that varies in a manner consistent with the achievement of individual performance objectives and financial results of the Company;

•

Long-term incentive compensation that focuses executive efforts on building stockholder value through meeting longer-term financial and strategic goals; and

•

Executive benefits that are meaningful and competitive with comparable companies.

In designing and administering our executive compensation program, our Compensation Committee attempts to strike an appropriate balance among these various elements. Our Compensation Committee considers the pay practices of comparable companies to determine the appropriate pay mix and compensation levels. With respect to performance-based pay, our Compensation Committee believes that executive compensation should be closely tied to the financial and operational performance of the Company, as well as to the individual performance and responsibility level of our named executive officers. Our Compensation Committee also believes that our executive compensation program should include a significant equity-based component because it best aligns the executives’ interests with those of our stockholders. For purposes of retention, our Compensation Committee believes that the equity-based component should have meaningful conditions to encourage valued employees to remain in the employ of the Company. Finally, our Compensation Committee also considers other forms of executive pay as a means to attract, retain and motivate highly qualified executives.

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Methodology for Establishing Compensation

Roles of Our Compensation Committee and Our Chief Executive Officer

Our Compensation Committee is comprised of three independent directors, all of whom satisfy Nasdaq listing requirements and relevant SEC regulations. There are no interlocking relationships between any member of our Compensation Committee and any of our executive officers. None of our Compensation Committee members is an officer, employee or former officer or employee of the Company.

Our Compensation Committee is responsible for all compensation decisions for our Chief Executive Officer and other named executive officers. Our Chief Executive Officer annually reviews the performance of the other named executive officers, including consideration of market pay practices of comparable companies in conjunction with both Company and individual performance. The conclusions and recommendations of our Chief Executive Officer are presented to our Compensation Committee for approval. Our Compensation Committee has absolute discretion as to whether it approves the recommendations of our Chief Executive Officer or makes adjustments, as it deems appropriate.

Role of the Compensation Consultant

As discussed above, our Compensation Committee has the authority to directly retain (at the Company’s expense) the services of independent consultants and other experts to assist in fulfilling its responsibilities. Our Compensation Committee did not retain the services of any independent consultant during fiscal year 2026.

In March 2024, our Compensation Committee retained Frederick W. Cook & Co. (“FW Cook”) as its independent compensation consultant to review and assess the target pay opportunities of our named executive officers from a competitive standpoint. Prior to retaining FW Cook, our Compensation Committee: (i) reviewed independence of FW Cook as contemplated by our Compensation Committee’s charter and applicable rules of Nasdaq and the SEC; and (ii) affirmatively determined that FW Cook qualified as independent under the applicable rules and that FW Cook’s work for our Compensation Committee did not raise any conflicts of interest. FW Cook has not provided any services to the Company other than services for our Compensation Committee.

During the course of its 2024 engagement, FW Cook met informally with our Compensation Committee Chair and attended meetings of our Compensation Committee, including executive sessions from time to time without any members of management present. Our Compensation Committee authorized FW Cook to interact with management on behalf of our Compensation Committee as needed in connection with advising our Compensation Committee.

With respect to the fiscal year ended March 31, 2024 (the “fiscal year 2024”), FW Cook reviewed and assessed the target pay opportunities of our named executive officers from a competitive standpoint using third-party general industry survey data, which was size-adjusted to reflect the corporate and business unit revenue responsibility of each named executive officer. FW Cook endeavored to identify a peer group of similarly-sized, publicly traded competitors; however, FW Cook determined that a reliable peer group could not be identified.

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In connection with its assessment, FW Cook reviewed the following elements of compensation: (i) base salary; (ii) target total cash compensation, which is equal to base salary plus target short-term incentive opportunity (“Target TCC”); and (iii) target total direct compensation, which is Target TCC plus the target long-term incentive opportunity (“Target TDC”). In March 2024, FW Cook presented to our Compensation Committee an analysis of projected fiscal year 2025 base salary, target short-term incentive opportunities (as a percentage of base salary), Target TCC, annual target long-term incentive awards and annual Target TDC for our named executive officers benchmarked against the 25^th, median and 75^th percentiles of similar positions in the third-party general industry survey data. This benchmarking analysis reflected that: (i) each of Ms. Elliott and Craig J. Demarest, who served as our Vice President, Chief Financial Officer and Corporate Secretary until June 30, 2025, was below the market 25th percentile with respect to each of base salary, Target TCC and Target TDC; and (ii) Donna E. Sheridan, whose served as President and Chief Executive Officer of NoJo until October 27, 2025, was within the competitive range of the market median with respect to each of base salary, Target TCC and Target TDC.

Based upon our Compensation Committee’s assessment of our named executive officer’s overall performance and our Compensation Committee’s evaluation of the benchmarking analysis supplied by FW Cook in March 2024, our Compensation Committee:

•

Increased the annual base salary for Ms. Elliott from $400,000 to $440,000 effective for fiscal year 2026, and for Mr. Demarest from $253,200 to $280,000 effective for fiscal year 2025; and

•

Granted under the 2021 Plan to (i) Ms. Elliott, 125,000 restricted shares of Common Stock, which vest on March 26, 2028; (ii) Mr. Demarest, 25,000 restricted shares of Common Stock, which were originally scheduled to vest on March 26, 2027; and (iii) Ms. Sheridan, 5,000 restricted shares of Common Stock, which were originally scheduled to vest on March 26, 2028.

The base salary increases for Ms. Elliott and Ms. Demarest described above aligned each of their respective base salaries with the market 25th percentile in the third-party general industry survey data presented by FW Cook in March 2024. Although our Compensation Committee considered the advice and recommendations of FW Cook, our Compensation Committee ultimately made its own decision about the compensation matters described above.

In connection with Mr. Demarest’s retirement from the Company, our Compensation Committee accelerated the vesting of a portion of his restricted stock award described above. See “Executive Compensation - Employment, Severance and Compensation Arrangements – Former Executives - Craig J. Demarest.”

In connection with the termination of Ms. Sheridan’s employment on November 30, 2025, her restricted stock award described above was forfeited. See “Executive Compensation - Employment, Severance and Compensation Arrangements – Former Executives – Donna E. Sheridan.”

The Elements of Compensation

Total direct compensation includes cash, in the form of base salary and annual incentives, and long-term equity incentives. Our Compensation Committee evaluates the mix between these three elements based on the pay practices of comparable companies.

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Our Compensation Committee reviews aggregate compensation data for each officer position from comparable companies based primarily on company size, as measured through annual revenue, market capitalization and other financial measures. Although our Compensation Committee also considers other relevant survey data, including that provided by FW Cook, our Compensation Committee particularly focuses on the compensation practices of such comparable companies in considering compensation levels for our Chief Executive Officer and the other named executive officers. Our Compensation Committee considers the opinions and recommendations of our Chief Executive Officer and outside advisers and strives to be fully informed in its determination of the appropriate compensation mix and award levels for the named executive officers. All compensation decisions take into consideration our Compensation Committee’s guiding principles of fairness to employees, retention of talented executives and fostering improved Company performance, which it believes will ultimately benefit our stockholders. With respect to our named executive officers, the following table and text describe in greater detail the objectives and policies behind the various elements of the compensation mix.

Component	Type	Objectives
Base Salary	Fixed	• Attract and retain executives • Compensate executive for level of responsibility and experience
Annual Incentive Bonus	Variable	• Reward meaningful contributions to the Company’s profitability • Reward achievement of the Company’s annual financial and operational goals • Promote accountability and strategic decision-making
Long-Term Incentive Awards	Variable	• Align management and stockholder goals by linking management compensation to stock price over extended period • Encourage long-term, strategic decision-making • Reward achievement of long-term company performance goals • Promote accountability • Retain key executives
Broad-Based Benefits Programs	Fixed	• Foster the health and well‑being of executives • Attract and retain executives • Reward employee loyalty and long-term service

Base Salary

It is the Company’s philosophy that employees be paid a base salary that is competitive with the salaries paid by comparable organizations based on each employee’s experience, performance and geographic location. Generally, the Company has chosen to position cash compensation at a level to remain competitive in order to attract and retain executive talent. The allocation of total cash between base salary and incentive bonus awards is based on a variety of factors. Our Compensation Committee considers a combination of the executive’s performance, the performance of the Company and the individual business or corporate function for which the executive is responsible, the nature and importance of the position and role within the Company, the scope of the executive’s responsibility and the current compensation package in place for the executive, including the executive’s current annual salary and potential bonus awards under the Company’s short-term incentive plan. Our Compensation Committee generally evaluates executive salaries annually.

Annual Incentive Bonus

The Company intends to continue its strategy of compensating our named executive officers through programs that emphasize performance-based incentive compensation. The Company’s short-term incentive compensation program is designed to recognize and reward executive officers and other employees who contribute meaningfully to the Company’s profitability and increase in stockholder value.

In general, the funding of the annual incentive bonus pool is dependent upon earnings before interest, taxes, depreciation and amortization (after deducting incentive compensation) of the Company and its subsidiaries. If the plan is fully funded, then each named executive officer has the ability to receive the target bonus payout. The percentage of the target bonus actually paid to each named executive officer depends on the goal attainment levels. The threshold level of performance for funding the bonus pool is 90% of target, at which point the annual bonus pool is 5% funded.

For fiscal year 2026, the Company and its subsidiaries achieved less than the minimum level of the performance target. Accordingly, the bonus pool was not funded and no bonuses were paid.

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Long-Term Incentive Awards

Long-term incentive awards are the third component of the Company’s total compensation package. Our Compensation Committee believes that equity-based compensation ensures that the Company’s officers have a continuing stake in the long-term success of the Company. The Company’s officers and certain other employees may participate in the 2021 Plan, which provides for grants of equity incentive awards, including stock options, stock units, stock awards, stock appreciation rights and other stock-based awards. Awards may be granted under the 2021 Plan from time to time until August 20, 2031, unless the 2021 Plan is otherwise amended, terminated or replaced prior to that date. Our Compensation Committee approves all awards under the 2021 Plan and acts as the administrator of the 2021 Plan. As administrator, our Compensation Committee has the authority to: (i) grant awards; (ii) designate participants; (iii) determine the type or types of awards to be granted to each participant and the number, terms and conditions thereof; (iv) establish, adopt or revise any plan, program or policy for the grant of awards as it may deem necessary or advisable; (v) establish, adopt or revise any rules and regulations as it may deem advisable to administer the 2021 Plan; and (vi) make all other decisions and determinations that may be required under the 2021 Plan. Accordingly, our Compensation Committee may, from time to time, grant awards under the 2021 Plan to our named executive officers in accordance with the terms of the 2021 Plan and our Compensation Committee’s authority thereunder.

Award levels under the 2021 Plan are determined based on the compensation practices of comparable companies. Historically, long-term incentive awards have been targeted at the median of the compensation of comparable companies with appropriate adjustments for individual and Company performance, although recent past awards have generally been below market levels. Stock options granted under the 2021 Plan vest and become exercisable over terms determined by the Compensation Committee, have a ten-year term and have an exercise price equal to the fair market value of Common Stock on the date of grant; restricted stock awards have been subject to cliff vesting on the first, second or third anniversary of the date of grant. In the case of restricted stock, the shares are held by the Company’s transfer agent in escrow until restrictions lapse and the participant pays taxes on the value of the shares. Participants are entitled to vote their shares and are entitled to any dividends payable on their restricted stock once the vesting restrictions lapse. Restricted stock cannot be sold or transferred until the shares vest. Should a named executive officer leave the Company prior to the completion of the applicable vesting schedule, the unvested portion of the grant is forfeited. Long-term incentive awards are made considering the totality of the circumstances and not necessarily based on one or more specified performance metrics.

See “Executive Compensation – Compensation Discussion and Analysis - Other Compensation Program Aspects – Equity Grant Practices.”

Broad-Based Benefits Programs

Our named executive officers are entitled to participate in the benefits programs that are available to all full-time employees. These benefits include health, dental, vision, disability and life insurance, paid vacation and Company contributions to a 401(k) profit-sharing retirement plan. The Company’s 401(k) plan provides for matching contributions by the Company in an amount equal to 100% of the first 2% of employee compensation deferred, plus 50% of the next 3% of employee compensation deferred. All employees age 18 and older are eligible to participate in the plan after two months of service.

Evaluation of Chief Executive Officer Compensation and Executive Performance

Compensation of Our Chief Executive Officer

Our Compensation Committee meets with the other independent directors each year in an executive session to evaluate the performance of our Chief Executive Officer. Our Compensation Committee does not confer with our Chief Executive Officer or any other members of management when setting the Chief Executive Officer’s base salary. Our Compensation Committee does not rely solely on predetermined formulas or a limited set of criteria when it evaluates the performance of our Chief Executive Officer and our other named executive officers.

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Compensation of Our Other Named Executive Officers

Our Chief Executive Officer met with our Compensation Committee to review her compensation recommendations for our other named executive officers for fiscal year 2026. She described the findings of her performance evaluation of all such persons and provided the basis of her recommendations with our Compensation Committee, including the scope of each person’s duties, oversight responsibilities and individual objectives and goals against results achieved. In its analysis of our other named executive officers, our Compensation Committee applied the same rationale to this group as it applied when considering our Chief Executive Officer’s base salary.

Administrative Policies and Practices

To evaluate and administer the compensation programs of our Chief Executive Officer and other named executive officers, our Compensation Committee meets periodically each year in conjunction with regularly scheduled Board meetings. Our Compensation Committee also holds special meetings and meets telephonically to discuss extraordinary items.

Employment, Severance and Compensation Arrangements

Olivia W. Elliott

Ms. Elliott has served as our President and Chief Executive Officer since March 1, 2022. Ms. Elliott has an employment agreement with the Company, which was amended and restated as of June 13, 2023 and renews automatically on a daily basis unless either party gives the other party two years’ advance notice of non-renewal.

Ms. Elliott’s employment agreement provides for an annual salary, subject to annual review and upward adjustment, and cash bonuses based on the Company’s achievement of performance criteria established by our Board, as well as other benefits under programs adopted by the Company from time to time. The employment agreement also provides Ms. Elliott with certain benefits upon the termination of her employment. See “ Executive Compensation — Potential Payments Upon Termination or Change in Control.”

Ms. Elliott’s employment agreement contains certain restrictive covenants that limit Ms. Elliott’s ability to: (i) compete with the Company through the period of her employment and, in certain circumstances, for up to two years after the termination of the agreement; or (ii) solicit any employee or customer of the Company through the period of Ms. Elliott’s employment and continuing until two years after the termination of the agreement. Additionally, the agreement also includes covenants that, during her employment and thereafter, limit Ms. Elliott’s ability to divulge certain confidential information concerning the Company.

Claire K. Spencer

Ms. Spencer has served as our Chief Financial Officer and Corporate Secretary since June 30, 2025, and our Vice President since June 16, 2025. Ms. Spencer has an employment agreement with the Company dated June 16, 2025, which provides for an initial term expiring June 30, 2026. However, beginning on July 1, 2025 and continuing on the first day of each calendar month thereafter, such term will be extended automatically for one additional calendar month so that the term of the employment agreement will always be for one full year as of the commencement of each calendar month, unless either the Company or Ms. Spencer provides notice to the other at any time that the term shall not be further extended and will terminate at the end of the one-year period following such notice.

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Under the employment agreement, Ms. Spencer: (i) receives a minimum base salary of $250,000.00, subject to salary increases at the discretion of our Board or a committee thereof; and (ii) is eligible to receive, with respect to each fiscal year of the Company during the term of the employment agreement, an annual bonus of up to 40% of her base salary at target performance and up to 60% of her base salary at maximum performance, pursuant to the Company’s bonus plan for its highly compensated employees, which bonus plan shall be based on the Company’s annual EBITDA targets, provided, however, that the specific terms of the bonus plan shall be in the discretion of our Board or a committee thereof.

The employment agreement also provides Ms. Spencer with certain benefits upon the termination of her employment. These benefits are discussed under “ Executive Compensation — Potential Payments Upon Termination or Change in Control.”

Ms. Spencer’s employment agreement contains one-year post-employment non-competition provisions, one-year post-employment customer non-solicitation provisions and one-year post-employment employee non-solicitation provisions. Additionally, the employment agreement also includes covenants that, during her employment and thereafter, limit her ability to divulge certain confidential information concerning the Company.

Craig J. Demarest

Mr. Demarest served as our Vice President and Chief Financial Officer from February 22, 2021, through June 30, 2025, pursuant to his employment agreement with the Company dated February 22, 2021. Mr. Demarest retired from all positions he held with the Company effective June 30, 2025, and terminated his employment with the Company on July 2, 2025.

In connection with Mr. Demarest’s retirement, our Compensation Committee accelerated the vesting of Mr. Demarest’s restricted stock award, consisting of 25,000 shares of Common Stock granted on March 26, 2024, which was originally scheduled to vest in its entirety on March 26, 2027, so that 10,571 shares of Common Stock vested on July 2, 2025. The number of shares for which vesting was accelerated represents the pro rata portion of the award based on the number of days Mr. Demarest was employed during the vesting period. On July 2, 2025 (the last day of Mr. Demarest’s employment with the Company), the remaining 14,429 shares of Common Stock subject to the award were forfeited.

In accordance with the terms of his employment agreement, the Company paid to Mr. Demarest salary accrued through July 2, 2025, plus credit for any vacation earned but not taken or paid through such date. See “Executive Compensation — Compensation Tables – Summary Compensation Table” and “Executive Compensation — Potential Payments Upon Termination or Change in Control — Former Executives — Craig J. Demarest.”

Under Mr. Demarest’s employment agreement, during his employment, he: (i) received a minimum base salary, subject to annual review and upward adjustment; (ii) was eligible to receive a target bonus of up to 40% of his base salary amount and as much as 60% of his base salary amount if certain earnings goals were met; and (iii) was entitled to receive other benefits under programs adopted by the Company from time to time.

Mr. Demarest’s employment agreement contains one-year post-employment non-competition provisions, one-year post-employment customer non-solicitation provisions and one-year post-employment employee non-solicitation provisions. Additionally, the employment agreement also includes covenants that, during his employment and thereafter, limit his ability to divulge certain confidential information concerning the Company.

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Donna E. Sheridan

Ms. Sheridan served as President and Chief Executive Officer of NoJo from January 18, 2019, through October 27, 2025, pursuant to an employment agreement with NoJo dated January 18, 2019. As part of consolidating its internal operations, the Company terminated Ms. Sheridan from her positions as NoJo’s President and Chief Executive Officer effective October 27, 2025, and terminated her employment with NoJo effective November 30, 2025.

In connection with the termination of Ms. Sheridan’s employment and in accordance with her employment agreement, the Company paid to Ms. Sheridan: (i) any accrued but unpaid salary through November 30, 2025, plus credit for any vacation earned but not taken; and (ii) equal installment payments in accordance with normal payroll practices, which are in the aggregate equal to the sum of (a) her salary (at the rate in effect as of the date of termination) and (b) the highest annual bonus paid or payable to her in respect of any of the three full fiscal years ended immediately prior to November 30, 2025. See “Executive Compensation — Compensation Tables – Summary Compensation Table” and “ Executive Compensation — Potential Payments Upon Termination or Change in Control — Former Executives — Donna E. Sheridan.”

Under Ms. Sheridan’s employment agreement, during the term of her employment, she: (i) received an annual salary, subject to annual review and upward adjustment; (ii) was eligible to receive cash bonuses based on the Company’s achievement of performance criteria established by our Compensation Committee; and (iii) was entitled to receive other benefits under programs adopted by the Company from time to time.

Ms. Sheridan’s employment agreement contains one-year post-employment non-competition provisions, one-year post-employment customer non-solicitation provisions and one-year post-employment employee non-solicitation provisions. Additionally, the employment agreement also includes covenants that, during her employment and thereafter, limit Ms. Sheridan’s ability to divulge certain confidential information concerning the Company.

Other Compensation Program Aspects

Stock Ownership Guidelines

Our Board believes our Chief Executive Officer and Chief Financial Officer should have a meaningful stake in the ownership of the Company in order to align their interests with those of stockholders. To further that objective, our Board has adopted minimum stock ownership guidelines whereby (i) our Chief Executive Officer is expected to hold, by the end of the fifth anniversary of being appointed, shares of Common Stock having a value equal to not less than two times our Chief Executive Officer’s annual salary; and (ii) our Chief Financial Officer is expected to hold, by the end of the fifth anniversary of being appointed, shares of Common Stock having a value equal to not less than the amount of our Chief Financial Officer’s annual salary. As of the end of fiscal year 2026, each of our Chief Executive Officer and Chief Financial Officer have met or exceeded, or are in line to meet or exceed, their required ownership levels before their fifth anniversary of being appointed.

Neither our Board nor our Compensation Committee has implemented stock ownership guidelines for other officers. Our Compensation Committee, however, continues to periodically review best practices and re-evaluate whether additional stock ownership guidelines are consistent with the compensation philosophy of the Company and with the interests of our stockholders.

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Insider Trading Policy

Our Board has adopted an Insider Trading Policy that governs the purchase, sale and/or dispositions of our securities by our directors, officers and employees that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, as well as NASDAQ listing standards. A copy of our Insider Trading Policy is filed as Exhibit 19.1 to our Annual Report on Form 10-K for the fiscal year ended March 30, 2025 (the “2025 Form 10-K”)

Under our Insider Trading Policy, no Board member or any officer or other employee (or any other person designated by the policy or by our Compliance Officer as subject to the policy) who is aware of material nonpublic information relating to the Company may, directly or indirectly through family members or other persons or entities:

•

Engage in transactions in our securities, except as otherwise specified in the policy;

•

Recommend the purchase or sale of any of our securities;

•

Disclose material nonpublic information about us to other persons, including friends, business associates and investors, unless any such disclosure is made in accordance with our policies regarding the protection, or authorized external disclosure, of such information; or

•

Assist anyone engaged in any of the above activities.

In addition, no Board member or any officer or other employee (or any other person designated by the policy or by our Compliance Officer as subject to the policy) who, in the course of working for us, learns of material nonpublic information about a company with which we do business, including one of our customers or suppliers, may trade in that company’s securities until the information becomes public or is no longer material.

To further ensure adherence with our Insider Trading Policy, procedures applicable to our Board members and officers have been established for blackout periods with respect to quarterly trading restrictions as well as event-specific trading restriction periods. Our Insider Trading Policy provides guidance as to what constitutes material information and when information becomes public. Our Insider Trading Policy also addresses transactions by family members and controlled entities.

Our Insider Trading Policy prohibits: (i) short-term trading in our securities; (ii) short selling our securities; (iii) transactions in put options, call options or other derivative securities; (iii) hedging or monetization transactions with respect to our securities; and (iv) holding our securities in a margin account or otherwise pledging our securities as collateral for a loan.

Our Insider Trading Policy also provides guidelines on the adoption of Rule 10b5-1 trading plans by our Board members and officers and other employees of the Company and its subsidiaries that are consistent with recently-approved SEC requirements.

Our Insider Trading Policy discusses the consequences of an insider trading violation and additional procedures applicable to our Board members and officers. Our Insider Trading Policy requires all persons subject to our Insider Trading Policy to provide written certification of their understanding of, and intent to comply with, the policy.

In addition, with regard to the Company trading in its own securities, it is our policy to comply with applicable laws, including without limitation Rule 10b5-1 under the Exchange Act, and the applicable exchange listing standards.

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Clawback Policy

Our Board has adopted a Policy for Recovery of Erroneously Awarded Compensation as required under the SEC and Nasdaq rules. Under this policy, erroneously awarded incentive compensation paid to executives must be repaid to the Company in the event of an accounting restatement. A copy of our Policy for Recovery of Erroneously Awarded Compensation is filed as Exhibit 97.1 to the 2025 Form 10-K.

Equity Grant Practices

The Company does not have a written policy but has established a practice, as described below, with respect to the granting of equity awards. The Company’s practice regarding the granting of equity awards is intended to ensure compliance with applicable securities laws and to maintain the integrity of our compensation programs.

The determinations of equity awards for named executive officers for fiscal years 2024, 2025 and 2026, were made in the March prior to the commencement of each such fiscal year in order to align the timing of these determinations with the timing of finalizing the Company’s budget for such fiscal year and with our Compensation Committee’s assessment of the overall performance of the Company and our named executive officers for the fiscal year just concluding. Our Compensation Committee also approves grants for senior management at the time they approve grants of equity awards for our named executive officers following the same assessment methodology.

Our Compensation Committee does not take material nonpublic information into account when determining the timing and terms of equity awards, and the Company has not timed the disclosure of material nonpublic information for the purpose of affecting the value of compensation.

Annual equity grants for directors have traditionally occurred in connection with our annual meeting of stockholders, which is typically held in August of each year.

The Company does not currently grant, and did not grant in fiscal year 2026, stock options, stock appreciation rights or similar instruments with option-like features as part of any of our compensation programs.

Say-on-Pay

We most recently sought an advisory vote of our stockholders on the compensation of our named executive officers (“Say-on-Pay”) at our 2025 Annual Meeting. At such meeting, approximately 92% of votes were cast in favor of the compensation of our named executive officers. In addition, at that meeting our stockholders supported our Board’s recommendation to hold a Say-on-Pay vote every three years. After considering the results of these advisory votes, and our Board’s consideration of the appropriate frequency of a Say-on-Pay vote for the Company at this time, our Board determined that the Company will hold an advisory vote on the compensation of our named executive officers every three years. In determining the frequency of the Say-on-Pay vote, our Board considered the importance of receiving regular input from our stockholders on important issues, such as compensation policies and procedures. Our Board recognizes, however, that a well-structured compensation program should include plans that drive the creation of stockholder value over the long term and do not simply focus on short-term gains. Moreover, certain elements of compensation are structured over a multi-year period and the disclosure is made to cover several years.

The next Say-on-Pay vote will take place at our 2028 Annual Meeting. A Say-on-Pay vote is not binding on the Company, our Board or our Compensation Committee. Our Board and our Compensation Committee value the opinions of our stockholders and, to the extent there is any significant vote against the compensation of our named executive officers, we will consider our stockholders’ concerns and our Compensation Committee will evaluate whether any actions are necessary to address those concerns.

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Compensation Committee Report

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis contained in this Proxy Statement with the Company’s management and, based on such review and discussions, has recommended to our Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

Submitted by the

Compensation Committee:

Zenon S. Nie (Chair)

Michael Benstock

Patricia Stensrud

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Compensation Tables

Summary Compensation Table

The following table sets forth all compensation paid or accrued during fiscal year 2025 and the fiscal year 2026 to the named executive officers.

Name and Principal Position	Fiscal Year	Salary		Stock Awards			Option Awards		Non-Equity Incentive Compensation		All Other Compensation			Total
Olivia W. Elliott	2026	$	440,000	$	-		$	-	$	-	$	35,379	⁽²⁾	$	475,379
President and Chief Executive Officer	2025	$	400,000	$	477,500	⁽¹⁾	$	-	$	-	$	34,846		$	912,346
Claire K. Spencer	2026	$	192,308	$	71,700	⁽³⁾	$	-	$	-	$	5,822	⁽²⁾	$	269,830
Vice President and Chief Financial Officer	2025	$	-	$	-		$	-	$	-	$	-		$	-
Craig J. Demarest	2026	$	78,615	$	-		$	-	$	-	$	25,591	⁽²⁾	$	104,206
Former Vice President and Chief Financial Officer	2025	$	280,000	$	-		$	-	$	-	$	27,205		$	307,205
Donna E. Sheridan	2026	$	231,923	$	-		$	-	$	-	$	193,688	⁽²⁾	$	425,611
Former President and Chief Executive Officer, NoJo	2025	$	335,000	$	9,100	⁽¹⁾	$	-	$	201,000	$	31,725		$	586,825

⁽¹⁾

Represents the aggregate grant date fair value of restricted stock granted in fiscal year 2025 computed in accordance with FASB ASC Topic 718. Assumptions used in the calculation of this amount are included in Note 10 to the Company’s audited consolidated financial statements for fiscal year 2025, included in the 2025 Form 10-K.

⁽²⁾	Details on the amounts reported in the All Other Compensation column for fiscal year 2026 are set forth below:

Named Executive Officer	Automobile Allowance		401(k) Matching Contributions		Accrued and Unpaid Paid Time Off		Severance			All Other Compensation Total
Olivia W. Elliott	$	23,000	$	12,379	$	-	$	-		$	35,379
Claire K. Spencer	$	-	$	5,048	$	-	$	-		$	5,822
Craig J. Demarest	$	4,857	$	3,503	$	17,231	$	-		$	25,591	^(b)
Donna E. Sheridan	$	13,846	$	6,544	$	8,375	$	164,923	^(a)	$	193,688

(a)

Represents severance amount paid in fiscal year 2026 to Ms. Sheridan pursuant to her employment agreement. The remaining $384,603 of the severance amount payable under her employment agreement will be paid in fiscal year 2027, in accordance with normal payroll practices, subject to Ms. Sheridan’s compliance with the restrictive covenants set forth in her employment agreement. See “Executive Compensation – Potential Payments Upon Termination or Change in Control – Former Executives – Donna E. Sheridan.”

(b)

Excludes $30,550, which represents the value of 10,571 shares of restricted Common Stock, based on the closing price of the Common Stock as reported on the Nasdaq on July 2, 2025, of $2.89 per share. In connection with Mr. Demarest’s retirement, our Compensation Committee accelerated the vesting of Mr. Demarest’s restricted stock award, granted on March 26, 2024, which was originally scheduled to vest in its entirety on March 26, 2027, so that such 10,571 shares of restricted Common Stock vested on July 2, 2025. See “Executive Compensation — Potential Payments Upon Termination or Change in Control — Former Executives — Craig J. Demarest” and “Executive Compensation — Compensation Tables — Option Exercises and Stock Vested.”

⁽³⁾

Represents the aggregate grant date fair value of restricted stock granted in fiscal year 2026 computed in accordance with FASB ASC Topic 718. Assumptions used in the calculation of this amount are included in Note 10 to the Company’s audited consolidated financial statements for fiscal year 2026, included in the 2026 Form 10-K.

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Outstanding Equity Awards at Fiscal Year-End

The following table sets forth information regarding the outstanding equity awards held by the named executive officers at March 29, 2026, the last day of fiscal year 2026.

Option Awards

Stock Awards

Name

Number of

Securities

Underlying

Unexercised

Options

Exercisable (#)

Number of

Securities

Underlying

Unexercised

Options

Unexercisable (#)

Option

Exercise Price

Option

Expiration

Date

Number of

Shares or

Units of Stock

That Have

Not Vested (#)

Market Value

of Shares or

Units of Stock

That Have

Not Vested ⁽⁷⁾

Olivia W. Elliott

50,000

⁽¹⁾

7.11

1/4/2031

125,000

⁽²⁾

SEC Form DEF 14A filed by Crown Crafts Inc