SEC Form DEF 14A filed by National Presto Industries Inc.

 

 

 

Notice of

Annual

Meeting

and

Proxy

Statement

 

Annual Meeting of Stockholders

May 19, 2026

Please sign and return the
enclosed proxy card promptly.

 

National Presto Industries, Inc.

3925 North Hastings Way

Eau Claire, Wisconsin 54703

 

 

 

 

 

 

 

 

 

 

 

 

 

National Presto Industries, Inc.

Eau Claire, Wisconsin 54703

 

April 14, 2026

 

Dear Stockholder:

 

We invite you to attend our annual meeting of stockholders. We will hold the meeting at our offices in Eau Claire on May 19, 2026, at 2:00 p.m. (CDT). If we determine that an alternative date, time, method, and/or location of our annual meeting is advisable or necessary, we will announce our decision and alternative arrangements in advance of the annual meeting.

 

We sincerely hope that you will be able to be present to meet the management of your company, see any new products that may be displayed at the meeting, and vote on the items of business described in the enclosed Notice of Annual Meeting of Stockholders and Proxy Statement. If, however, you are unable to attend the meeting in person, we urge that you participate by voting your stock by proxy. You may cast your vote by signing and returning the enclosed proxy card.

 

Enclosed with this proxy, you should have received our annual report for 2025, which contains a description of our business and includes audited financial statements for that year. If you did not receive a copy of the 2025 annual report, a copy will be made available at no charge by contacting us at 1-800-945-0199.

 

We are always pleased to hear from our stockholders. If you cannot be present in person at the meeting, we would be happy to have your letters expressing your viewpoints on our products and businesses or to answer any questions that you might have regarding your company.

 

		Chair of the Board and President

 

 

NATIONAL PRESTO INDUSTRIES, INC.

3925 North Hastings Way

Eau Claire, Wisconsin 54703

 

Notice of Annual Meeting of Stockholders

 

TO THE STOCKHOLDERS OF NATIONAL PRESTO INDUSTRIES, INC.:

 

The Annual Meeting of Stockholders of National Presto Industries, Inc. will be held at the offices of National Presto, 3925 North Hastings Way, Eau Claire, Wisconsin 54703, on Tuesday, May 19, 2026, at 2:00 p.m. (CDT), for the following purposes:

 

(1)

to elect Randy F. Lieble and Joseph G. Stienessen as directors, each for a three-year term ending at the annual meeting to be held in 2029;

 

(2)

to ratify the appointment of RSM US LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026;

 

(3)

to approve, on a non-binding advisory basis, the compensation of our named executive officers; and

 

(4)

to transact such other business as may properly come before the meeting.

 

Stockholders of record at the close of business on March 24, 2026, will be entitled to vote at the meeting and any adjournment thereof. If we determine that an alternative date, time, method, and/or location of our annual meeting is advisable or necessary, we will announce our decision and alternative arrangements in advance of the annual meeting.

 

Douglas J. Frederick Secretary

 

 

April 14, 2026

 

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS ON MAY 19, 2026   Our Notice of Annual Meeting of Stockholders, Proxy Statement, and 2025 Annual Report on Form 10-K are available on the National Presto website at www.gopresto.com/proxy/.

 

 

April 14, 2026

NATIONAL PRESTO INDUSTRIES, INC.
3925 North Hastings Way
Eau Claire, Wisconsin 54703

PROXY STATEMENT

 

ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 19, 2026

 

The accompanying proxy is solicited by the Board of Directors of National Presto Industries, Inc. (the “Company”), for use at the Annual Meeting of Stockholders to be held at 3925 North Hastings Way, Eau Claire, Wisconsin 54703, on May 19, 2026, at 2:00 p.m. (CDT) (the “Annual Meeting”), and any adjournment thereof. When such proxy is properly executed and returned, the shares it represents will be voted at the meeting and at any adjournment thereof. Any stockholder giving a proxy has the power to revoke it at any time before it is voted. Presence at the meeting of a stockholder who has signed and returned a proxy does not alone revoke that proxy. The proxy may be revoked by returning a later dated proxy, giving written notice of revocation to the Secretary of the Company, or attending the Annual Meeting and voting in person.

 

At the Annual Meeting, stockholders will be asked:

 

(1)

to elect Randy F. Lieble and Joseph G. Stienessen as directors, each for a three-year term ending at the annual meeting to be held in 2029;

 

(2)

to ratify the appointment of RSM US LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026;

 

(3)

to approve, on a non-binding advisory basis, the compensation of our named executive officers; and

 

(4)

to transact such other business as may properly come before the meeting.

 

Only stockholders of record as of the close of business on March 24, 2026, will be entitled to vote at the Annual Meeting. Only those stockholders, persons holding proxies from such stockholders, beneficial owners of shares who demonstrate that they are in fact beneficial owners, representatives of the media, and other guests who are invited by the management of the Company may attend the Annual Meeting. If you hold your shares through a broker or otherwise in street name, please bring a brokerage statement or a letter from a bank or broker confirming ownership as of the record date and valid photo identification. If we determine that an alternative date, time, method, and/or location of our annual meeting is advisable or necessary, we will announce our decision and alternative arrangements in advance of the annual meeting.

 

The presence in person or by proxy of holders of a majority of the shares of stock entitled to vote at the Annual Meeting will constitute a quorum for the transaction of business. Abstentions and proxies submitted by brokers who do not have authority to vote on certain matters will be considered “present” at the Annual Meeting for purposes of determining a quorum. The proxy materials were first mailed to stockholders on or about April 14, 2026.

 

If your shares are registered directly in your name, you are considered, with respect to those shares, the stockholder of record. As the stockholder of record, you have the right to give your proxy directly to the Company or to vote your shares in person at the Annual Meeting.

If you hold shares in a stock brokerage account or through a bank or other financial intermediary, you are considered the beneficial owner of shares held in street name. Your bank, broker or other financial intermediary is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to direct your bank, broker or other financial intermediary on how to vote your shares. But, because you are not the stockholder of record, you may not vote these shares in person at the Annual Meeting unless you obtain a signed proxy from the stockholder of record giving you the right to vote the shares.

 

 

Under the New York Stock Exchange (NYSE) rules, if a broker holds a beneficial owner’s shares in its name and does not receive voting instructions from the beneficial owner, the broker has discretion to vote these shares on certain routine matters, including ratification of the appointment of RSM US LLP as the Company’s independent registered public accounting firm. On non-routine matters, however, the broker must receive voting instructions from the beneficial owner, as it does not have discretionary voting power for these particular items. Non-routine matters include Proposals 1 and 3. Thus, if you hold your shares through a broker and you do not instruct your broker how to vote on Proposals 1 or 3, it will be considered a broker non-vote and no votes will be cast on your behalf with respect to such proposals. So long as the broker has discretion to vote on at least one proposal, these “broker non-votes” are counted toward establishing a quorum. When voted on routine matters, broker non-votes are counted toward determining the outcome of that routine matter.

 

Directors are elected by a plurality of the votes cast, which means the individual receiving the largest number of votes will be elected director as chosen in the election. Therefore, broker non-votes and shares voted as “withhold authority to vote” will have no effect on the election of the director.

 

Approval of each of the other proposals at the Annual Meeting requires the affirmative approval of a majority of the votes cast. Abstentions and broker non-votes do not constitute a vote “for” or “against” the proposal and will be disregarded in the calculation of votes cast and have no effect on the outcome of the proposal.

 

If a stockholder of record signs and returns a proxy card without specifying how to vote the shares, the person named as proxy on the proxy card will vote the shares FOR the election of the director nominees, FOR the ratification of RSM US LLP as the Company’s independent registered public accounting firm, and FOR the approval of the compensation of the Company’s named executive officers.

 

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

 

The Company has 7,163,537 shares of common stock outstanding and entitled to vote as of the close of business on the record date, March 24, 2026. Each share of common stock is entitled to one vote.

 

The following table sets forth information as to beneficial ownership of the Company’s common stock as of the record date by (i) each person known to the Company to hold more than 5% of such stock, (ii) each director, (iii) each named executive officer in the Summary Compensation Table, and (iv) all directors and officers as a group. Unless otherwise indicated, all stockholders listed in the table have sole voting and investment power with respect to the shares owned by them.

 

Beneficial Owner		Amount and Nature of Beneficial Ownership			Percent of Common Stock
Maryjo Cohen		1,831,693	(1)		25.6	%
BlackRock, Inc. 55 East 52nd Street New York, NY 10055		831,156	(2)		11.6	%
Albion River Management, LLC 2600 Tower Oaks Boulevard, Suite 280 Rockville, MD 20852		362,350	(3)		5.1	%
Douglas J. Frederick		10,787	(4)		*
Randy F. Lieble		6,799	(5)		*
Jeffery A. Morgan		2,723	(4)		*
John R. MacKenzie		2,348	(4)		*
Joseph G. Stienessen		2,086	(6)		*
David J. Peuse		1,977	(4)		*
Patrick J. Quinn		1,404	(7)		*
All officers and directors as a group (8 persons)		1,859,817			26.0	%

 

^(*) Represents less than 1% of the outstanding shares of common stock of the Company.

 

 

(1)

Includes 1,669,664 shares held in a voting trust, described in the section below captioned “Voting Trust Agreement,” in which Ms. Cohen has sole voting power over all of these shares; 139,453 shares owned by private charitable foundations of which Ms. Cohen is a co-trustee, officer, or director, and as such exercises shared voting and investment powers; 15,227 shares received as restricted stock pursuant to the 2010 Incentive Compensation Plan and 2017 Incentive Compensation Plan; and 7,349 shares held in a 401(k) account that were contributed into the account by the Company through the Company’s matching contribution. Ms. Cohen disclaims beneficial ownership of the shares owned or held in trust for any other person, including family members, trusts, or other entities with which she may be associated.

(2)	Based on a Schedule 13G/A filed with the SEC on April 28, 2025, reporting sole voting power with respect to 821,740 shares and sole dispositive power with respect to 831,156 shares.

(3)	Based on a Schedule 13D filed with the SEC on December 5, 2025, reporting sole voting and sole dispositive power with respect to 362,350 shares.

(4)

These figures include shares received as restricted stock pursuant to the 2010 Incentive Compensation Plan and 2017 Incentive Compensation Plan as well as shares of common stock that are owned by the individuals in their 401(k) accounts and that were contributed into such accounts by the Company through the Company’s matching contribution.

(5)	These figures include shares received as restricted stock pursuant to the 2010 Incentive Compensation Plan and 2017 Incentive Compensation Plan as well as shares of common stock that are owned by Mr. Lieble in an IRA, and in the Lieble Family Rev. Trust.

(6)	These figures include shares owned by Joseph G. Stienessen SEP IRA.

(7)	These figures include shares owned by the Patrick J. Quinn and Susan L. Quinn Rev. Trust.

 

Delinquent Section 16(a) Reports

 

Based upon a review of Forms 3, 4, and 5 and any amendments thereto filed with the SEC pursuant to Section 16(a) of the Securities and Exchange Act of 1934, the Company believes the reporting persons have filed timely reports during the fiscal year ended December 31, 2025.

 

Voting Trust Agreement

 

Eleven entities comprising trusts related to the Cohen family and extended family members have entered into a voting trust agreement with respect to the voting of an aggregate of 1,669,664 shares of common stock of the Company. The voting trust agreement will terminate on August 15, 2044, unless sooner terminated by the voting trustee or unanimous written consent of all the parties to the voting trust agreement, or unless extended by unanimous written consent by all parties to the agreement. The voting trustee under the agreement is Maryjo Cohen. Under the agreement, the voting trustee exercises all rights to vote the shares subject to the voting trust with respect to all matters presented for stockholder action.

 

Equity Compensation Plan Information

 

Plan Category		Number of securities to be issued upon exercise of outstanding options, warrants, and rights				Weighted-average exercise price of outstanding options, warrants, and rights				Number of securities remaining available for future issuance under equity compensation plans(1)
Equity compensation plans approved by security holders			—				—				114,324
Equity compensation plans not approved by security holders			—				—				—
Total			—				—				114,324

 

(1)

Represents 101,804 shares of common stock that were available for future grant under the 2017 Incentive Compensation Plan as of December 31, 2025. This amount also includes 12,520 shares of common stock that were available for issuance under the Non-Employee Director Compensation Plan as of December 31, 2025.

 

 

PROPOSAL NUMBER 1

 

ELECTION OF DIRECTORS

 

Two directors will be elected at the Annual Meeting, each for a three-year term expiring at the 2029 Annual Meeting. The Restated Articles of Incorporation (as amended) of the Company currently provide for five directors, divided into three classes with two classes of two directors and one class of one director and the term of office of one class expiring each year. At each Annual Meeting, successors of the class whose term of office expires in that year are elected for a three-year term. The nominee(s) who receive the highest number of votes will be elected director(s) of the Company for the three-year term commencing at the Annual Meeting. Upon recommendation of the Nominating/Corporate Governance Committee, the Board of Directors have nominated Randy F. Lieble and Joseph G. Stienessen, each for a term that will expire at the annual meeting to be held in 2029.

 

The Company believes that the nominees will be able to serve; but should a nominee be unable to serve as a director, the proxies will be voted for the election of such substitute nominee(s) as the Board may propose.

 

Information Concerning Directors and Nominees

 

All our directors bring to our Board a wealth of leadership experience. The process undertaken by the Nominating Committee in recommending qualified director candidates is described below under “Corporate Governance.” Information about each Board nominee and each other member of the Board, including certain individual qualifications and skills of our directors that contribute to the Board’s effectiveness as a whole, is provided below.

 

Nominees for Election to the Board – For A Term Ending 2029
Name	Age	Business Experience	Director Since
Randy F. Lieble	72	Director from December 2006 to August 2007 and December 2008 to present. Vice President from October 2004 to August 2007 and September 2008 to September 2019. Chief Financial Officer from November 1999 to August 2007 and September 2008 to September 2019. Treasurer from November 1995 to August 2007 and September 2008 to September 2019. Secretary from January 2009 to November 2009.	2008

 

Mr. Lieble’s experience as Chief Financial Officer (CFO) and his 43 years as an employee of the Company during which he had been involved in virtually all phases of the business are invaluable to Board discussions and judgments required for decision-making that is in the best long-term interest of the Company and its stockholders. His background also enables him to act as the financial expert for the Company’s Audit Committee.

 

Joseph G. Stienessen

81

Retired Certified Public Accountant. Self-employed as an accounting advisor and consultant since July 2007. Former principal with Larson, Allen, Weishair and Company, LLP, a CPA firm, from October 2004 to July 2007; prior to November 2003, Managing Partner of Stienessen, Schlegel and Company, LLC.

2005

 

Mr. Stienessen has extensive knowledge and experience in the areas of accounting and finance. His expertise in those areas is invaluable to Board discussions, judgments required for decision-making that is in the best long-term interest of the Company and its stockholders, and to the fulfillment of his positions on the Nominating and Compensation Committees.

 

 

Directors Continuing In Office – For A Term Ending 2028
Patrick J. Quinn	76	Former Chairman and President, Ayres Associates, Inc., an engineering firm, from January 2001 and April 2000 respectively, until his retirement in December 2010. Director of certain funds of Wisconsin Capital Management (a regulated mutual fund company). Mr. Quinn serves as a director of Future Wisconsin Housing Fund, Inc. (non-profit housing owner/developer), and is a former director of the Eau Claire Community Foundation (non-profit).	2001

 

Mr. Quinn’s executive experience and business acumen, together with his 25 years of service as a director of the Company, are invaluable to Board discussions, judgments required for decision-making that is in the best long-term interest of the Company and its stockholders, and to the fulfillment of his positions on the Audit, Nominating, and Compensation Committees.

 

Douglas J. Frederick

55

Chief Operating Officer, Vice President, Secretary and General Counsel of the Company

2023

 

Mr. Frederick was appointed to our Board of Directors on May 16, 2023. He has served as our Corporate Secretary since November 17, 2009, our Vice President since May 15, 2018, and our Chief Operating Officer since December 11, 2018. He has been associated with the registrant since 2007 as an in-house attorney with expertise in litigation and intellectual property matters and in the capacity of General Counsel since January 2009. His experience in these different roles has led him to be involved in virtually all aspects of the business and is invaluable to Board discussions and judgments required for decision-making that is in the best long-term interest of the Company and its stockholders. Prior to his employment with the registrant, Mr. Frederick was a litigation attorney with the firm Rider Bennett, LLP.

 

Director Continuing In Office – For A Term Ending 2027
Maryjo Cohen	73	Chair of the Board, President and Chief Executive Officer of the Company since May 1994.	1988

 

Ms. Cohen’s day-to-day leadership and experience as Chief Executive Officer (CEO), as well as her 49 years as an employee of the Company, are invaluable to Board discussions and judgments required for decision-making that is in the best long-term interest of the Company and its stockholders.

 

The Board of Directors recommends that stockholders vote FOR the director nominees.

 

Corporate Governance

 

During 2025, there were four Board of Directors meetings. Each of the directors attended all meetings of committees on which that director served and all of the meetings of the Board of Directors. All directors attended the 2025 Annual Meeting of Stockholders. The attendance policy for members of the Board of Directors may be reviewed in the Corporate Governance Guidelines document found on the Company’s website located at www.gopresto.com and is available in print upon request.

 

The Board of Directors has determined that each of Messrs. Quinn, Stienessen and Lieble qualify as an “independent director” as defined by the rules of the New York Stock Exchange. The Board has determined that Messrs. Quinn, Stienessen and Lieble do not have a relationship with the Company, other than as a director, and are therefore independent.

 

The Company has Audit, Compensation, and Nominating/Corporate Governance Committees, each consisting of Messrs. Quinn, Stienessen and Lieble. During 2025, the Audit Committee held five formal meetings. The Board has determined that Mr. Lieble qualifies as an Audit Committee Financial Expert under SEC rules. The Nominating/Corporate Governance Committee met once in 2025. The Compensation Committee had one meeting in 2025.

 

 

The purpose of the Audit Committee is to assist the Board in fulfilling its oversight responsibilities relating to: (1) the integrity of the Company’s financial statements, (2) the Company’s compliance with legal and regulatory requirements, (3) the independent auditor’s qualifications and independence, and (4) the performance of the Company’s internal audit function and independent auditors.

 

The purpose of the Compensation Committee is to discharge the Board’s responsibilities relating to the CEO’s compensation and make recommendations regarding the compensation of other executives, including review of the succession plans for the CEO and other senior executives. Activities of the Compensation Committee shall be consistent with the Company’s overall direction and purpose regarding executive compensation as set forth in its charter. See also “Compensation Discussion and Analysis” for a further description of the functions performed by the Compensation Committee.

 

The purpose of the Nominating/Corporate Governance Committee is to identify individuals qualified to become Board members in accordance with the criteria described below and to take such other action consistent with provisions in its charter. The Nominating/Corporate Governance Committee is also responsible for advising the Board on corporate governance matters, which include developing and recommending to the Board corporate governance principles, overseeing the self-evaluation process for the Board and its committees, and such other functions as set forth in its charter.

 

Charters of the Nominating/Corporate Governance, Compensation, and Audit Committees; the Corporate Governance Guidelines; and the Corporate Code of Conduct are set forth in the Corporate Governance section of the Company’s website located at www.gopresto.com and are available in print upon request.

 

The Company’s Board of Directors has established a process whereby stockholders and other interested parties may send communications to the Board of Directors, as well as to the Presiding Director (Mr. Stienessen) of executive sessions attended by only non-management directors. The Presiding Director may be reached by mailing a letter to: Independent Directors, Attn: Presiding Director, National Presto Industries, Inc., 3925 N. Hastings Way, Eau Claire, WI 54703. The manner in which stockholders and other interested parties can send communications to the Board is set forth in the Corporate Governance section of the Company’s website located at www.gopresto.com.

 

In identifying prospective director candidates, the Nominating/Corporate Governance Committee considers its personal contacts, recommendations from stockholders, and recommendations from business and professional sources, but has not historically paid a fee to any third party. The Nominating/Corporate Governance Committee’s policy is to consider qualified candidates for positions on the Board recommended in writing by stockholders. Stockholders wishing to recommend candidates for future Board membership should submit the recommendations in writing to the Secretary of the Company no later than December 15, 2026, (for inclusion of such candidate, if subsequently nominated, in the Company’s next Proxy Statement) or February 18, 2027, (for recommending a candidate who, if subsequently nominated, would not be included in the Company’s next Proxy Statement) with the submitting stockholder’s name and address and pertinent information about the proposed nominees similar to that required by the by-laws in connection with a nomination to be made by stockholders. When evaluating the qualifications of potential new directors, or the continued service of existing directors, the Nominating/Corporate Governance Committee considers a variety of criteria, including the individual’s reputation for honesty and integrity; respect from leaders and the general citizenry in the community in which the individual resides; the individual’s knowledge of business principles and intellectual capacity to quickly grasp and understand the intricacies of the Company’s businesses; attainment of official status with a leading company, agency, educational institution, or other form of enterprise; accessibility geographically and otherwise for meetings; specialized skills or expertise; independence; financial expertise; freedom from conflicts of interest; ability to understand the role of a director; diversity, including diverse work experiences and military service; and ability to fully perform the duties of a director. While candidates recommended by stockholders will generally be considered in the same manner as any other candidate, special consideration will be given to existing directors desiring to stand for re-election given their history of service and their knowledge of the Company, as well as the Board’s knowledge of their level of contribution resulting from such service. Stockholders wishing to recommend for nomination or nominate a director should contact the Company’s Secretary for a copy of the relevant procedure for submitting nominations and a full delineation of the criteria considered by the Nominating/Corporate Governance Committee when evaluating potential new directors or the continued service of existing directors.

 

 

The Company has not adopted any formal policies or procedures for the review, approval, or ratification of transactions between the Company and its related persons that may be required to be reported under the SEC disclosure rules. Such transactions, if and when they are proposed or have occurred, have been or will be reviewed by the entire Board (other than the director involved) on a case-by-case basis. The Company’s Corporate Code of Conduct does contain several provisions that would provide valuable guidance for the review of such transactions.

 

The Board believes that the Company’s CEO is best situated to serve as Chair of the Board because she is the director most familiar with the Company’s business and industry, and most capable of effectively identifying strategic priorities and leading the discussion and execution of strategy.

 

The Board has an active role, as a whole and at the committee level, in overseeing management of the Company’s risks. The Board regularly reviews information regarding the Company’s credit, liquidity, operations, cybersecurity and privacy practices, as well as the risks associated with each. The Company’s Compensation Committee is responsible for overseeing the management of risks relating to the Company’s executive compensation plans and arrangements. The Audit Committee oversees management of financial risks. The Nominating/Corporate Governance Committee manages risks associated with the independence of the Board of Directors and potential conflicts of interest. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire Board of Directors is regularly informed through committee reports and by management about such risks.

 

 

Speculative Trading and Hedging Policies

 

The Company’s securities trading policy prohibits “restricted personnel” (including directors, executive officers and certain other employees) from engaging in speculative trading of the Company’s stock. Specifically, the policy (i) requires that Company stock purchased by restricted personnel in the open market must be held for a minimum of 6 months; (ii) prohibits restricted personnel from engaging in short sales; (iii) prohibits restricted personnel from holding Company stock in a margin account, whether for the purchase of Company stock or any other securities; and (iv) prohibits restricted personnel from trading puts and calls on the Company’s stock. The policy does not specifically prohibit the purchase of financial instruments, including prepaid variable forward contracts, equity swaps, collars, and exchange funds, that are designed to hedge or offset any decrease in the market value of securities of the Company.

 

Compensation Committee Interlocks and Insider Participation

 

The directors who served on the Compensation Committee during fiscal 2025 were Randy F. Lieble, Patrick J. Quinn, and Joseph G. Stienessen. The Compensation Committee determines the compensation of the CEO and makes recommendations to the Board with respect to the compensation of the other executive officers of the Company, including those listed in the Summary Compensation Table on page 12. Board member Ms. Cohen did not participate in decisions regarding her own 2025 compensation.

 

None of the members of the Compensation Committee during fiscal 2025, or in the last three years, was an officer or employee of the Company or had any related party transaction with the Company. During fiscal 2025, none of the executive officers of the Company served as a member of the board or compensation committee of any entity that has one or more officers serving as a member of the Company’s Board or Compensation Committee.

 

Timing of Equity Awards.

 

The Company does not currently grant awards of stock options, stock appreciation rights or similar option-like equity awards. Accordingly, the Company has no specific policy or practice on the timing of grants of such awards in relation to the disclosure of material nonpublic information. The Company has not timed the disclosure of material non-public information for the purpose of affecting the value of executive compensation in fiscal year 2025.

 

7

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Director Compensation

 

At the 2020 annual meeting of stockholders, stockholders approved the Non-Employee Director Compensation Plan, which sets forth the compensation to be paid to the Company’s non-employee directors. In fiscal 2025, each non-employee director was paid an annual retainer of $43,000 (which will increase to $44,500 in 2026). In accordance with the Non-Employee Director Compensation Plan, 75% of the annual retainer is paid in cash in three equal quarterly installments, and the remaining 25% is paid in shares of the Company’s common stock. The number of shares granted is determined by dividing the dollar amount of 25% of the annual retainer by the closing price of the Company’s common stock on the last trading day of the calendar year (for 2025 the closing price was $106.76), rounded down to the nearest whole share. No fractional shares are issued and each non-employee director is entitled to receive cash equal to the value of any fractional shares. In addition, each non-employee director is paid $1,500 for each full day Board or committee meeting attended and $500 for each half day Board or committee meeting attended. The Company reimburses basic and reasonable travel costs associated with attending a meeting of the Board or a committee that requires in excess of 100 miles of travel.

 

The fiscal 2025 compensation of non-employee directors of the Company is shown in the following table.

 

DIRECTOR COMPENSATION FOR FISCAL 2025

 

Name		Fees Earned or Paid in Cash ($) 2024(1)
Patrick J. Quinn			50,000
Joseph G. Stienessen			50,000
Randy F. Lieble			50,000

 

(1)

Fourth quarter annual retainer payments were paid in shares of common stock. In accordance with SEC regulations, these amounts are reported in the table as fees earned or paid in cash, rather than as stock awards. For the fourth quarter of 2025, each non-employee director received 100 shares, with a grant date fair value of $10,676.00, computed in accordance with FASB ASC Topic 718 based on the actual number of shares of stock paid out and do not reflect the actual amounts earned. The shares issued are fully vested on the grant date.

 

Audit Committee Report

 

Each member of the Audit Committee is independent as defined by the rules of the New York Stock Exchange and the Board of Directors has determined that no member has a relationship to the Company that may interfere with the exercise of their independence from management of the Company. It is the purpose of the Audit Committee to assist the Board of Directors in fulfilling its oversight responsibilities relating to: (1) the integrity of the Company’s financial statements, (2) the Company’s compliance with legal and regulatory requirements, (3) the independent auditor’s qualifications and independence, and (4) the performance of the Company’s internal audit function and independent auditors.

 

The Audit Committee has reviewed and discussed with management and the independent auditors the Company’s audited financial statements as of and for the year ended December 31, 2025, management’s assessment of the effectiveness of the Company’s internal control over financial reporting, and the independent auditors’ attestation report on the Company’s internal control over financial reporting. The Audit Committee has discussed with the independent auditors the matters required to be discussed by the applicable requirements of the SEC and the Public Company Accounting Oversight Board, including Audit Standard No. 1301, Communications with Audit Committees. The Audit Committee has received the written disclosures and letter from the independent auditors required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent auditors’ communications with the Audit Committee concerning independence, and has discussed with the independent auditors the independent auditors’ independence. This included consideration of the compatibility of non-audit services with the auditors’ independence.

 

 

Based on the Audit Committee’s review and discussions referred to above, the Audit Committee recommended to the Company’s Board that the Company’s audited financial statements be included in the Company’s annual report on Form 10-K for the year ended December 31, 2025, for filing with the SEC.

 

Submitted by members of the Audit Committee:

 

Randy F. Lieble Joseph G. Stienessen Patrick J. Quinn

 

EXECUTIVE COMPENSATION AND OTHER INFORMATION

Compensation Discussion and Analysis

 

Overview

 

The Discussion and Analysis section addresses the material elements of the Company’s executive compensation program, including its compensation philosophy and objectives and the fashion in which it is to be administered. It is intended to complement and enhance an understanding of the compensation information presented in the tables that follow. As used in this Proxy Statement, the term “named executive officers” means the Company’s principal executive officer (PEO) and principal financial officer (PFO) for the 2025 fiscal year as well as the three other most highly compensated executive officers named in the Summary Compensation Table on page 12. In this discussion and analysis, the term “Committee” means the Compensation Committee of the Board.

 

Compensation Objectives and Philosophy

 

The Company’s executive compensation program is intended to:

 

•

provide fair compensation to executive officers based on their performance and contributions to the Company;

 

•

provide incentives that attract and retain key executives;

 

•

instill a long-term commitment to the Company; and

 

•

develop a pride and sense of ownership.

 

The compensation program is therefore intended to attract, motivate, and retain executive officers who have the capability to manage the Company’s day-to-day operations and personnel, compete ethically in each of its competitive business segments, implement any strategic plans developed by the Company, and implement the Company’s strategic plan to increase stockholder value.

 

The principal element of the executive compensation program is base salary. An award of a discretionary bonus to reward exceptional performance is sometimes made. The Company provides health and life insurance benefits, a 401(k) program with a generous Company contribution, and other welfare benefits that are available to all of its salaried employees on a non-discriminatory basis. Awards of restricted stock are part of the executive compensation program. The Committee believes that restricted stock awards reward performance and align the interests of executives with the long-term interests of stockholders.

 

The objectives and factors considered with respect to the form and amount of each individual element of our compensation program are more fully described herein.

 

Compensation Process

 

The Committee has the responsibility to determine and approve the compensation of the CEO, to make recommendations to the Board with respect to the compensation of selected non-CEO executive officers, and to make recommendations to the Board with respect to incentive plans.

 

The Committee met on November 21, 2024, to review compensation matters and establish the base salary of the CEO for 2025. On the same date, the Board established the base salaries of other executive officers and approved discretionary cash bonuses to be paid at year-end. No executive officer made a recommendation regarding the form or amount of his or her own compensation. The CEO does provide the Committee with recommendations on salaries of the other executive officers. The Committee did not retain any compensation consultant or utilize any benchmarking of any material element of compensation to assist it in the review or determination of executive compensation in 2024 or 2025.

 

 

Elements of Our Executive Compensation Program

 

Base Salary and Benefits. The base salaries for executive officers is intended to promote the Company’s compensation objectives generally and specifically to provide basic economic security at a level that will attract and retain talented executive officers. Annual increases in base salary of each of the Company’s executive officers, if any, are determined in accordance with its compensation policy and, where appropriate, the economic conditions in which the Company is operating. Individual job performance is the single most important factor in the Committee’s role in determining base salary. The base salaries of the executive officers were established at levels considered appropriate

in light of the duties and scope of their responsibilities. For 2025, the Committee approved base salary increases of approximately 0% to 3.8% for the named executive officers.

 

The Company strives to provide employee benefits to executive officers and all other salaried employees that are consistent with benefits provided in the communities in which they reside, including 401(k), health insurance, life and disability insurance, and other welfare benefits. Executive officers participate in these plans on the same basis as other employees.

 

Discretionary Bonus. Although the Company primarily relies upon awarding an adequate and proper base salary to promote its compensation objectives, the Committee also acknowledges the benefit of awarding discretionary bonuses. To this end, the Company’s executive officers may from time to time identify executive officer individual performance measures (qualitative and/or quantitative) or contributions to the overall performance of the Company to the Committee and request that the Committee consider approving a bonus to reward such performance. The awards made for 2025 recognized contributions to corporate performance as well as individual performance with respect to corporate strategy among other factors the Committee deems relevant. The annual cash bonuses paid to our named executive officers for 2025 are set forth in the “Summary Compensation Table.”

 

Incentive, Equity, and Deferred Compensation. The Company has found that SEC insider trading restrictions are such that it is difficult for executives to purchase stock on the open market without violating insider trading rules. Accordingly, with the stockholders’ adoption of the National Presto Industries, Inc. 2017 Incentive Compensation Plan on May 16, 2017, the Compensation Committee has the authority to grant restricted stock awards at its discretion based on an employee’s performance. In order to create ownership as well as provide incentives for future performance, with a grant date of January 2, 2026, the Committee granted shares of restricted stock to our named executive officers and several other key employees pursuant to the 2017 Plan. The awards were denominated in dollars but were payable in common stock which the Committee determined would be based on the closing stock price on the NYSE on December 31, 2025 ($106.76). The Committee determined the dollar value of the awards based on job responsibilities, experience, and individual performance in 2025 as well as recommendations of the CEO. The awards granted on January 2, 2026, recognized contributions in 2025 to corporate performance as well as individual performance with respect to corporate strategy among other factors the Committee deems relevant. The table below sets forth the dollar denominated value and number of shares of restricted stock granted to each named executive officer in January 2026. The restricted stock awards vest 100% on March 15, 2031, subject to continued service.

 

Name		Award Amount			Number of Shares
Douglas J. Frederick		$41,300			386
John R. MacKenzie		$35,000			327
Jeffery A. Morgan		$25,000			234
David J. Peuse		$35,000			327

 

Because the grant date was January 2, 2026, the restricted stock awards granted to our named executive officers for 2025 performance will be reflected in the “Summary Compensation Table” and “Grants of Plan-Based Awards During Fiscal Year 2026” table in our Proxy Statement for the 2027 annual meeting of stockholders.

 

Perquisites. In 2025, no named executive officer received perquisites having a value in excess of $10,000. The Committee does not consider perquisites to be a material element of the Company’s compensation program for executive officers.

 

Termination and Change-in-Control Arrangements. The Company does not maintain any employment or change-in-control agreements for its executive officers.

 

 

Tax Considerations. Prior to the Tax Cuts and Jobs Act of 2017 (the “2017 Tax Act”), Section 162(m) of the Internal Revenue Code of 1986, as amended, limited deductions to $1 million for compensation paid to the CEO and each of the four most highly paid executive officers named in the Summary Compensation Table who are officers on the last day of the year, and that compensation that qualified as “performance-based” under Section 162(m) was exempt from this $1 million deduction limitation.

 

Under the 2017 Tax Act, the performance-based exception has been repealed and the $1 million deduction limit now applies to anyone serving as the CEO or the CFO at any time during the taxable year and the top three other highest compensated executive officers serving at fiscal year-end. The rules generally apply to taxable years beginning after December 31, 2017. Consistent with past practice, the Committee will design compensation programs that are in the best interests of the Company and its stockholders, with deductibility of compensation being one of a variety of considerations taken into account.

 

Say on Pay Vote. In making compensation decisions, the Committee considers the results of the Company’s stockholder advisory vote approving the Company’s executive compensation. Stockholders approved on an advisory basis the Company’s “say on pay” proposal at the 2025 Annual Meeting of Stockholders with 98.3% of the votes cast (excluding abstentions) in favor of the compensation paid to our named executive officers.

 

Clawback Policy. The Company has adopted a policy that complies with the SEC and NYSE rules that require listed companies to implement policies for the recovery of erroneously awarded incentive compensation.

 

Compensation Committee Report

 

The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis contained under this heading. On the basis of its reviews and discussions, the Committee has recommended to the Board that the Compensation Discussion and Analysis section be included in the Company’s annual report on Form 10-K for the year ended December 31, 2025, and this Proxy Statement.

 

Submitted by the Company’s Compensation Committee:

 

Patrick J. Quinn Joseph G. Stienessen Randy F. Lieble

 

 

Summary Compensation Table

 

The following table sets forth compensation for individuals who served as principal executive officer (PEO) and principal financial officer (PFO) during fiscal 2025 and for each of the other three most highly compensated executive officers who were serving as executive officers as of December 31, 2025.

 

Name and Principal Position	Year		Salary ($)		Bonus(1) ($)		Stock Awards(2) ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($)		All Other Compensation(3) ($)		Total ($)
Maryjo Cohen, Chair of the Board, CEO, President, PEO		2025 2024 2023		630,001 633,650 630,001				98,166								26,132 24,771 23,624		754,299 658,422 653,625
David J. Peuse, CFO, Treasurer, PFO		2025 2024 2023		215,736 208,923 199,654		10,000 10,000 10,000		24,541 15,001								17,033 17,320 15,834		267,310 251,244 225,488
Douglas J. Frederick, COO, Vice President, Secretary, General Counsel		2025 2024 2023		412,337 400,804 388,265				39,228 40,164								25,791 27,276 23,985		477,355 468,244 412,250
John R. MacKenzie Vice President of Sales		2025 2024 2023		299,563 291,477 276,930				39,228 35,083								13,327 14,649 12,043		352,118 341,209 288,973
Jeffery A. Morgan, Vice President of Engineering		2025 2024 2023		258,855 254,452 241,730				24,541								11,561 11,214 10,815		294,957 265,666 252,546

 

(1)

Amounts shown for 2025 represent discretionary cash bonuses granted with respect to 2025 performance but paid in January 2026. Amounts shown for 2024 represent discretionary cash bonuses granted with respect to 2024 performance but paid in January 2025. Amounts shown for 2023 represent discretionary cash bonuses granted with respect to 2023 performance but paid in January 2024.

(2)

These amounts reflect the grant date fair value of restricted stock awards computed in accordance with FASB ASC Topic 718 based on the closing price of the Company’s common stock on the date of grant and do not reflect the actual amounts earned. The amounts shown for 2025 reflect the stock awards granted on January 2, 2025 based on 2024 performance. The amounts shown for 2025 do not reflect the stock awards granted on January 2, 2026 based on 2025 performance, which stock awards are disclosed in the table on page 10 in the “Compensation Discussion and Analysis” section.

(3)

All Other Compensation includes 401(k) employer contributions, the value of life and disability insurance premiums paid by the Company, and the dividends paid related to the stock awards identified for each year but paid in March of the following year. For the year 2025, 401(k) employer contributions included $24,500 for Ms. Cohen and Mr. Frederick, $15,894 for Mr. Peuse, $12,037 for Mr. MacKenzie, and $10,422 for Mr. Morgan.

 

 

Grants of Plan-Based Awards During Fiscal Year 2025

 

The following table shows all plan-based awards granted in Fiscal Year 2025 for 2024 performance to the named executive officers.

 

Name

Grant Date

Committee Action Date

Estimated Future Payouts Under Non-Equity Incentive Plan Awards

Estimated Future Payouts Under Equity Incentive Plan Awards

All Other Stock Awards: Number of Shares of Stock or Stock Units (#)(1)

All Other Option Awards: Number of Securities Underlying Options (#)

Exercise or Base Price of Option Awards ($/Sh)

Grant Date Fair Value of Stock and Option Awards(2)

Threshold ($)

Target ($)

Maxi-mum ($)

Threshold (#)

Target (#)

Maxi-mum (#)

Maryjo Cohen

1/2/2025

11/21/2024

1,016

98,166

David J. Peuse

1/2/2025

11/21/2024

254

24,541

Douglas J. Frederick

1/2/2025

11/21/2024

406

39,228

John R. MacKenzie

1/2/2025

11/21/2024

406

39,228

Jeffery A. Morgan

1/2/2025

11/21/2024

254

24,541

 

(1)	These amounts reflect stock awards denominated in dollars but payable in shares of restricted stock based on the closing price of the Company’s common stock on December 31, 2024, under the 2017 Incentive Compensation Plan.

(2)

These amounts reflect the grant date fair value of the awards computed in accordance with FASB ASC Topic 718 based on the actual number of shares of restricted stock paid out and the closing price of the Company’s common stock on the grant date of January 2, 2025 ($96.62 per share) and do not reflect the actual amounts earned.

 

The stock awards granted on January 2, 2025, were denominated in dollars but payable in common stock based on a per share price of $98.42, the closing price of the Company’s common stock on December 31, 2024. Unless vested earlier in accordance with the 2017 Incentive Compensation Plan, the restricted stock awards will vest 100% on March 15, 2030, assuming the employee remains in the Company’s employ through such date. Unvested shares related to the awards were registered to the named individuals upon the execution of a Restricted Stock Award Agreement, which occurred on January 2, 2025, in accordance with the provisions of the 2017 Incentive Compensation Plan. The executive officers have voting and dividend rights in unvested restricted shares.

 

 

Outstanding Equity Awards At 2025 Fiscal Year-End

 

The following table shows all outstanding equity awards held by the named executive officers at the end of fiscal 2025.

 

			STOCK AWARDS
Name	Grant Date		Number of Shares or Units of Stock That Have Not Vested (#)(1)				Market Value of Shares or Units of Stock That Have Not Vested ($)(2)			Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($)
	12/31/20			1,130				120,639
Maryjo Cohen	12/31/21			1,219				130,140
	12/31/22			1,825				194,837
	1/2/25			1,016				108,468
	12/31/20			226				24,128
	12/31/21			304				32,455
David J. Peuse	12/31/22			292				31,174
	1/2/24			186				19,857
	1/2/25			254				27,117
	12/31/20			408				43,558
	12/31/21			988				105,479
Douglas J. Frederick	12/31/22			1,186				126,617
	1/2/24			498				53,166
	1/2/25			406				43,345
	12/31/20			169				18,042
	12/31/21			121				12,918
John R. MacKenzie	12/31/22			219				23,380
	1/2/24			435				46,441
	1/2/25			406				43,345
	12/31/20			339				36,192
Jeffery A. Morgan	12/31/21			402				42,918
	12/31/22			482				51,458
	1/2/25			254				27,117

 

(1)

Assuming the employee remains in the Company’s employ through such date the restricted stock granted on 12/31/2020 vests 100% on March 15, 2026; and the restricted stock granted on 12/31/2021 vests 100% on March 15, 2027; the restricted stock granted on 12/31/2022 vests 100% on March 15, 2028; the restricted stock granted on 1/2/24 vests 100% on March 15, 2029, and the restricted stock granted on 1/2/25 vests 100% on March 15, 2030 . All restricted stock awards vest upon retirement as set forth in the 2017 Incentive Compensation Plan and related documents.

(2)	Calculations based on the closing price of the Company’s common stock of $106.76 on December 31, 2025.

 

 

Option Exercises and Stock Vested in Fiscal Year 2025

 

No options were granted or exercised by the named executive officers during fiscal 2025. The following restricted stock awards granted to the named executive officers vested during fiscal 2025.

 

STOCK AWARDS
Name	Vesting Date		Number of Shares Acquired on Vesting (#)				Value Realized on Vesting ($)(1)
Maryjo Cohen	3/15/2025			1,131				100,670
David J. Peuse	3/15/2025			56				4,985
Douglas J. Frederick	3/15/2025			791				70,407
John R. MacKenzie	3/15/2025			113				10,058
Jeffery A. Morgan	3/15/2025			226				20,116

 

(1)	Calculations based on the closing price of the Company’s common stock on the vesting date ($89.01 per share).

 

Potential Payments Upon Termination or Change-in-Control

 

The Company does not have any change-in-control agreements with any executive officer, director, or employee. The 2010 and 2017 Incentive Compensation Plans under which restricted stock awards have been granted provide that in the event of a change-in-control or the employee’s employment is terminated due to death, disability, or retirement (as defined in the plans), the shares of restricted stock would immediately vest.

 

The amounts shown in the following table reflect the potential value to the named executive officers of acceleration of all unvested restricted stock awards upon a change-in-control of the Company and termination of employment due to death, disability, or retirement (as defined in the plans), assuming that the change-in-control and termination of employment were effective as of December 31, 2025, and based on the closing price of the Company’s common stock of $106.76 on December 31, 2025. The amounts below are estimates of the amounts that would be paid to the named executive officers; the actual amounts to be paid can only be determined at the actual time of a change-in-control or an officer’s termination of employment.

 

		ACCELERATED PORTION OF RESTRICTED STOCK AWARDS
Name		Number (#)(1)				Value ($)(2)
Maryjo Cohen			5,190				554,084
David J. Peuse			1,262				134,731
Douglas J. Frederick			3,486				372,165
John R. MacKenzie			1,350				144,126
Jeffrey A. Morgan			1,477				157,685

 

(1)	Total number of shares related to unvested restricted stock as of December 31, 2025.

(2)	Total value of unvested restricted stock awards as of December 31, 2025, that would be accelerated.

 

CEO Pay Ratio Disclosure

 

Under rules adopted pursuant to the Dodd-Frank Act of 2010, the Company is required to calculate and disclose the annual total compensation paid to its median paid employee, as well as the ratio of the annual total compensation paid to the median employee as compared to the annual total compensation paid to the Company’s CEO. Due to estimates, assumptions, adjustments and statistical sampling permitted under SEC rules, the pay ratio disclosed by other companies may not be comparable with the pay ratio that the Company reports.

 

 

As of December 31, 2025, the Company employed a total of 1,199 employees (including full-time and part-time employees and excluding the CEO). For those 1,199 employees, their 2025 gross earnings were used as the starting point for total compensation. Salaries and wages were not annualized for those employees who were not employed for the full year of 2025. Other compensation, determined in the same manner that the Company determined the total compensation of the named executive officers for purposes of the Summary Compensation Table (i.e. 401(k) employer match, restricted stock awards, dividends paid related to the restricted stock awards, and the value of life and disability insurance premiums paid by the Company), was added to the gross earnings amount to determine total compensation. For 2025, the median-compensated employee (i.e. the 600th employee) had annual total compensation of $48,654. As set forth in the Summary Compensation Table, the CEO's total compensation for 2025 was $754,299. The CEO to median employee pay ratio for 2025 was therefore 15.50:1 ($754,299/48,654).

 

Pay Versus Performance

 

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, the Company is providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. The disclosure provided in the tables below is prescribed by SEC rules and does not necessarily align with how the Company or the Compensation Committee views the link between the Company’s performance and its named executive officer (NEO) compensation. In particular, the Company does not use any specific financial performance measure to link executive compensation actually paid to the Company’s financial performance. For further information concerning the Company’s compensation philosophy and how the Company’s aligns executive compensation with the Company’s performance, refer to “Executive Compensation and Other Information – Compensation Discussion and Analysis.”

 

								Average						Value of Initial Fixed $100 Investment Based On:
Year		Summary Compensation Table Total for PEO(1)			Compensation Actually Paid to PEO(2)			Summary Compensation Table Total for Non-PEO NEOs(3)			Average Compensation Actually Paid to Non-PEO NEOs(4)			Total Shareholder Return(5)			Peer Group Total Shareholder Return(6)			Net Income (in thousands)(7)
(a)		(b)			(c)			(d)			(e)			(f)			(g)			(h)
2025		754,299			799,071			347,935			361,533			$152.68			$43.80			33,083
2024		658,422			751,048			331,591			364,228			$139.34			$44.47			41,460
2023		653,625			732,485			294,814			316,948			$107.23			$51.87			34,559
2022		784,410			709,683			343,584			320,209			$86.61			$55.52			20,699
2021		755,904			743,709			340,587			333,585			$98.18			$103.56			25,654

 

(1)

The PEO in each of the applicable years is Ms. Cohen (who has served as CEO since 1994). The dollar amounts reported in column (b) are the amounts of total compensation reported for Ms. Cohen for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation and Other Information – Summary Compensation Table.”

 

(2)

The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Ms. Cohen, as computed in accordance with Item 402(v) of Regulation S-K and do not reflect the actual amount of compensation earned by or paid to Ms. Cohen during the applicable year. The analysis requires the need to deduct the grant date fair value of stock awards from the amount disclosed in the Summary Compensation Table and add back the year-end fair value of any stock awards granted during the fiscal year that are outstanding and unvested as of the end of the fiscal year. Since the Company's stock awards were historically awarded on 12/31 (i.e. the Grant Date was 12/31), this deduction and addback were the same amount for 2021 and 2022. Ms. Cohen did not receive a stock award based on 2023 performance. The grant date for stock awards based on 2024 performance was January 2, 2025, and therefore no stock awards are reported for fiscal 2024. Thus, no amounts were deducted and added back for the years 2023 and 2024. For the five years disclosed herein, the amount was $98,166 in 2025, $0 in 2024, $0 in 2023, $124,940 in 2022, and $99,995 in 2021.

 

(3)

The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s non-PEO named executive officers (NEOs) as a group in the “Total” column of the Summary Compensation Table in each applicable year. Our non-PEO NEOs for the applicable years were as follows: David Peuse, Douglas Frederick, John MacKenzie, and Jeffery Morgan for 2025, 2024 and 2023 and David Peuse, Douglas Frederick, Richard Jeffers, and Jeffery Morgan for each of 2022 and 2021.

 

(4)

The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the non-PEO NEOs as a group, as computed in accordance with Item 402(v) of Regulation S-K and do not reflect the actual average amount of compensation earned by or paid to the non-PEO NEOs as a group during the applicable year. The analysis requires the need to deduct the grant date fair value of stock awards from the amount disclosed in the Summary Compensation Table and add back the year-end fair value of any awards granted during the fiscal year that are outstanding and unvested as of the end of the fiscal year. Since the Company's stock awards were historically awarded on 12/31 (i.e. the Grant Date was 12/31), this deduction and addback were the same amount for 2021 and 2022. The grant date for awards based on 2023 performance was January 2, 2024, and therefore, no stock awards are reported for fiscal 2023. Thus, no amounts were deducted and added back for the year 2023. The grant date for stock awards based on 2024 performance was January 2, 2025. For the non-PEO NEOs as a group during the five years disclosed herein, the average amount per non-PEO NEO was $31,855 in 2025, $22,562 in 2024, $0 in 2023, $41,042 in 2022, and $44,932 in 2021.

 

16

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(5)	Cumulative total shareholder return (TSR) assumes $100 invested on December 31, 2020, in National Presto Industries, Inc. common stock. Total return assumes reinvestment of dividends.

 

(6)

Represents the weighted peer group TSR and assumes $100 invested on December 31, 2020, in the peer group companies with similar market capitalization. Total return assumes reinvestment of dividends. The peer group used for this purpose is the same peer group utilized for the stock performance graph in the applicable year’s annual report. The Company’s performance graph compares companies with a December 31 market capitalization similar to the Company. The Company adopted this approach because it was unable to reasonably identify a peer group based on its industries or lines of business. The companies represented in the peer group for each year are set forth below.   For 2025 the peer group consisted of American Axle & Manufacturing Holdings, Inc., Arvinas, Inc., Ballard Power Systems, Inc., Douglas Dynamics, Inc., Grid Dynamics Holdings, Inc., Lincoln Educational Services Corporation, Replimune Group, Inc., Scholastic Corporation, Seneca Foods Corporation, Teekay Corporation Ltd., The Real Brokerage, Inc., Valneva SE.   For 2024 the peer group consisted of Avanos Medical, Inc., Cantaloupe, Inc., EverQuote, Inc., Evolus, Inc., Funko, Inc., Gannett Co., Inc., HUYA, Inc., Iradimed Corporation, Inronwood Pharmaceuticals, Inc., JELD-WEN Holding, Inc., OneSpan, Inc., Shenandoah Telecommunications Company.   For 2023 the peer group consisted of AudioCodes, Ltd., Blink Charging Co., bluebird bio, Inc., Community Health Systems, Inc., Ennis, Inc., Haynes International, Inc., Heidrick & Struggles International, Inc. i3 Verticals, Inc., Interface, Inc., Kimball Electronics, Inc., P.A.M. Transportation Services, Inc., Sleep Number Corporation.   For 2022 the peer group consisted of CIRCOR International, Inc., Haverty Furniture Companies, Inc., Kezar Life Sciences, Inc., Lightwave Logic, Inc., MorphoSys AG, Nine Energy Service, Inc., Novonix Limited, Similarweb Ltd., Surmodics, Inc., trivago N.V., Tsakaos Energy Navigation Limited.   For 2021 the peer group consisted of Adaptimmune Therapeutics plc, Bioceres Crop Solutions Corp., Deciphera Pharmaceuticals, Inc., Earthstone Energy, Inc., Entravision Communications Corporation, IRadimed Corporation, Loop Industries, Inc., Pharming Group N.V., ProQR Therapeutics, N.V., RE/MAX Holdings, Inc., Taseko Mines Limited, The RMR Group, Inc.

 

(7)	The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year.

 

17

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Relationship Between Compensation Actually Paid (CAP) and Performance

 

 

As described in greater detail in “Executive Compensation and Other Information – Compensation Discussion and Analysis,” the Company’s executive compensation program considers a variety of attributes. The factors that the Compensation Committee deems relevant for both our long-term and short-term incentive awards are selected based on objectives of providing a competitive total compensation program that enables the Company to attract, retain and motivate executive management employees, align the interests of the named executive officers with the interests of our stockholders, and reward individual performance. However, the Company does not use net income or any other financial performance measure as a proxy for the overall performance of the Company and, it does not base any specific element of executive compensation on TSR, net income or any other specific financial performance measure.

 

 

18

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PROPOSAL NUMBER 2

 

RATIFY APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

The Board of Directors is submitting the selection of RSM US LLP to serve as the Company’s independent registered public accounting firm for fiscal 2026 for ratification in order to ascertain the views of stockholders on this selection. Proxies solicited by the Board of Directors will, unless otherwise directed, be voted to ratify the appointment by the Audit Committee of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. If stockholders do not ratify the appointment of RSM US LLP, the Audit Committee will reconsider its selection, but it retains the sole responsibility for appointing and terminating the Company’s independent registered public accounting firm. Even if the appointment is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if the Audit Committee determines that such a change would be in the Company’s and the stockholders’ best interests.

 

It is not anticipated that a representative of the accounting firm will be present at the Annual Meeting.

 

The Board of Directors recommends a vote FOR the ratification of RSM US LLP as the Company’s independent registered public accounting firm for fiscal 2026.

 

 

 

INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

 

The Audit Committee meets with representatives of the independent registered public accounting firm to review its comments and plans for future audits.

 

The Company’s independent registered public accounting firm for the years ended December 31, 2025 and December 31, 2024, was RSM US LLP.

 

The aggregate fees billed to the Company by RSM US LLP for 2025 and 2024 for professional services rendered are as follows:         

 

		Audit Fees(1)			Audit- Related Fees			Tax Fees(2)			All Other Fees
Year ended December 31, 2025(3)		$788,400			$0			$23,200			$0
Year ended December 31, 2024		$640,400			$0			$78,000			$0

 

(1)	Includes fees for financial statement audits, 10-Q reviews, Sarbanes-Oxley 404 controls work, and related expenses.

(2)	Includes tax compliance, tax advice and tax planning.

(3)	Fees for 2025 are estimates.

 

In accordance with the Audit Committee charter, the Audit Committee must review and, in its sole discretion, pre-approve an itemized budget for the independent auditors’ annual engagement letter and all audit, audit-related, tax, and other permissible services proposed to be provided by the independent auditor in accordance with the applicable New York Stock Exchange listing standards and United States Securities and Exchange Commission rules, and the fees for such services. The Audit Committee approved all services provided by RSM US LLP during fiscal years 2025 and 2024.

 

 

PROPOSAL NUMBER 3

 

ADVISORY (NON-BINDING) VOTE ON EXECUTIVE COMPENSATION

 

As required by Section 14A of the Securities Exchange Act of 1934, we are offering our stockholders an opportunity to cast an advisory vote on the compensation of our named executive officers, as disclosed in this Proxy Statement. This advisory vote is commonly referred to as a “say-on-pay” vote. Although the vote is not binding on the Company or the Board, the Board and the Compensation Committee will consider the voting results when making future compensation decisions.

 

As described in the “Executive Compensation and Other Information” section of this Proxy Statement beginning on page 9, we believe that our Executive Compensation Program (1) provides a competitive total compensation program that enables us to attract, retain and motivate executive management employees, and (2) aligns the interests of the named executive officers with the interests of our stockholders in different ways, by focusing on both short-term and long-term performance goals, by promoting ownership of the Company, and by rewarding individual performance. For these reasons, we recommend that stockholders vote in favor of the following resolution:

 

“RESOLVED, that the stockholders hereby approve the compensation of National Presto Industries, Inc.’s named executive officers, as disclosed in this Proxy Statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and the related disclosures.”

 

The Board of Directors recommends a vote “FOR” approval of this advisory resolution on executive compensation.

 

 

OTHER MATTERS

 

The Company will pay the entire cost of preparing, assembling, and mailing the proxy materials and soliciting votes. Management has made no arrangement to solicit proxies for the meeting other than by use of mail, except that some solicitation may be made by telephone, facsimile, email, or personal calls by officers or regular employees of the Company. The Company will, upon request, reimburse brokers and other persons holding shares for the benefit of others in accordance with the rates approved by the New York Stock Exchange for their expenses in forwarding proxies and accompanying material and in obtaining authorization from beneficial owners of the Company’s stock to give proxies.

 

The Board of Directors knows of no other matters to be brought before this Annual Meeting. If any other matter is properly presented for a vote at the meeting, however, it is the intention of each person named in the proxy to vote such proxy in accordance with his or her judgment on such matters.

 

The 2025 Annual Report is enclosed with this Proxy Statement and contains the Company’s financial statements for the fiscal year ended December 31, 2025. National Presto Industries, Inc. 2025 Annual Report and Form 10-K annual report on file with the Securities and Exchange Commission may be obtained, without charge, upon written request to Douglas J. Frederick, Secretary, National Presto Industries, Inc., 3925 North Hastings Way, Eau Claire, Wisconsin 54703, phone number 1-800-945-0199. Copies of exhibits to Form 10-K may be obtained upon payment to the Company of the reasonable expense incurred in providing such exhibits.

 

STOCKHOLDER PROPOSALS

 

The Company expects the 2027 Annual Meeting of Stockholders will be held on May 18, 2027. Any stockholder who desires to present a proposal at the 2027 Annual Meeting must deliver the written proposal to the Secretary of the Company at 3925 North Hastings Way, Eau Claire, Wisconsin 54703:

 

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Not later than December 15, 2026, if the proposal is submitted for inclusion in the Company’s proxy materials for the 2027 Annual Meeting pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended; or

 

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Not later than February 18, 2027, if the proposal is submitted pursuant to the Company’s bylaws, in which case the Company is not required to include the proposal in its proxy materials.

 

Stockholders may present a proposal at the 2027 Annual Meeting for consideration only if proper notice of the proposal has been given in accordance with one of these requirements. Recommendations of Director nominees for the 2027 Annual Meeting may be made only if advance written notice in accordance with the bylaws is delivered to the Secretary of the Company by February 18, 2027 (but December 15, 2026, if any such candidate, if subsequently nominated by the Company’s Nominating Committee, is to be included in the Proxy Statement).

 

In addition, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required under Rule 14a-19 of the Securities Exchange Act of 1934, as amended, no later than 60 calendar days prior to the one-year anniversary date of the Annual Meeting.

 

BY ORDER OF THE BOARD OF DIRECTORS

 

Douglas J. Frederick, Secretary