SEC Form PRE 14A filed by Central Garden & Pet Company

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To the Shareholders:

The Annual Meeting of Shareholders of Central Garden & Pet Company will be held virtually over the Internet on Wednesday, February 12, 2025, at 10:30 A.M. Pacific Time for the following purposes, which are more fully described in the Proxy Statement accompanying this Notice of Annual Meeting of stockholders:

Only holders of record of Common Stock and Class B Stock on the books of the Company as of 5:00 P.M. Pacific time, December 16, 2024, will be entitled to vote at the Annual Meeting and any adjournment thereof. Holders of Class A Common Stock are welcome to participate in the Annual Meeting. A complete list of the Company’s shareholders entitled to vote at the Annual Meeting will be available for examination by any shareholder for 10 days prior to the Annual Meeting during normal business hours at the Company’s principal executive offices at 1340 Treat Blvd., Suite 600, Walnut Creek, California, 94597.

Shareholders may participate and vote shares electronically at the virtual Annual Meeting and submit questions by following the instructions at www.virtualshareholdermeeting.com/CENT2025.

Except for those shareholders who have already requested printed copies of the Company’s proxy materials, the Company is furnishing proxy materials for the Annual Meeting to shareholders through the Internet. On or about December [•], 2024, the Company mailed to shareholders on the record date a Notice of Internet Availability of Proxy Materials (the “Notice”). Certain shareholders who previously requested email notice in lieu of mail received the Notice by email. If a shareholder received a Notice by mail or email, that shareholder will not receive a printed copy of the proxy materials unless such shareholder specifically requests one. Instead, the Notice instructs shareholders on how to access and review all of the important information contained in the Proxy Statement and in the Company’s Annual Report on Form 10-K for the fiscal year ended September 28, 2024 (which the Company posted on the Internet on December [•], 2024), as well as how to submit proxies over the Internet. The Company believes that mailing or emailing the Notice and posting other materials on the Internet allow it to provide shareholders with the information they need while lowering the costs of delivery and reducing the environmental impact of the Annual Meeting. If a shareholder received the Notice and would still like to receive a printed copy of the proxy materials, such shareholder may request a printed copy of the proxy materials by any of the following methods: through the Internet at www.proxyvote.com; by telephone at 1-800-579-1639; or by sending an email to [email protected].

Whether or not you plan to participate in the Annual Meeting, please vote as soon as possible in accordance with the instructions provided to you to ensure that your vote is counted at the Annual Meeting.

By Order of the Board of Directors

 

Joyce M. McCarthy

Dated: December [•], 2024

 

   

 

CENTRAL GARDEN & PET COMPANY

The Board of Directors of Central Garden & Pet Company (the “Company”) is soliciting proxies to be used at the Annual Meeting of Shareholders on February 12, 2025 (the “Annual Meeting”), for the purposes set forth in the foregoing notice. This proxy statement (the “Proxy Statement”) and, in the case of holders of Common Stock and Class B Stock, the form of proxy, were first sent to shareholders on or about December [•], 2024. Holders of Class A Common Stock will receive this Proxy Statement but will not be entitled to vote at the Annual Meeting of Shareholders or any adjournment thereof.

Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”), the Company has elected to provide access to proxy materials (consisting of the Notice of Annual Meeting, this Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended September 28, 2024) by posting them on the Internet on December [•], 2024. Therefore, the Company is sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to its shareholders. Starting on the date of distribution of the Notice, all shareholders will have the ability to access the proxy materials on the website referred to in the Notice or request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the Internet or to request printed copies may be found in the Notice. If a Class B or Common shareholder requests printed versions of the proxy materials by mail, the materials will also include a proxy card or other voting instruction form.

If a Class B or Common shareholder holds shares in its own name as a shareholder of record, such Class B or Common shareholder may vote shares at the Annual Meeting or by proxy. The platform for the virtual Annual Meeting includes functionality that affords validated shareholders the same meeting participation rights and opportunities they would have at an in-person meeting. Instructions to access and log-in to the virtual Annual Meeting are provided below, and once admitted, shareholders may view reference materials such as our list of shareholders as of the record date, submit questions and (for Class B or Common shareholders) vote their shares by following the instructions that will be available on the meeting website. To vote by proxy, Class B or Common shareholders should vote in one of the following ways:

Voting by proxy will not affect the right of Class B or Common shareholders to vote shares during the Meeting—by voting during the Meeting such Class B or Common shareholders automatically revoke their proxy. Class B or Common shareholders may also revoke a proxy at any time before the applicable voting deadline by giving the Company’s Secretary written notice of revocation, by submitting a later-dated proxy card or by voting again using the telephone or Internet (the latest telephone or Internet proxy is the one that will be counted).

If you vote by proxy, the individuals named as proxyholders will vote the shares as instructed. If a Class B or Common shareholder votes shares over the telephone, such Class B or Common shareholder must select a voting option (“For” or “Withhold” (for directors) and “For,” “Against” or “Abstain” (for Proposals Two and Three) in order for the proxy to be counted on that matter. If a Class B or Common shareholder validly votes shares over the Internet or by mail but does not provide any voting instructions, the individuals named as proxyholders will vote such shares FOR the election of the nominees for director, FOR the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 27, 2025 and FOR the approval of the amendment to the certification of incorporation to include an officer exculpation provision.

If shares are registered in street name, Class B or Common shareholders must vote shares in the manner prescribed by the broker, bank or other nominee. In most instances, a Class B or Common shareholder can do this over the telephone or Internet, or if a Class B or Common shareholder has received or requested a hard copy of the proxy statement and accompanying voting instruction form, the Class B or Common shareholder may mark, sign, date and mail the voting instruction form in the envelope the broker, bank or other nominee provides. The materials that were sent to Class B or Common shareholders have specific instructions for how to submit votes and the deadline for doing so. If a Class B or Common shareholder would like to revoke its proxy, such Class B or Common shareholder must follow the broker, bank or other nominee’s instructions on how to do so. If a Class B or Common shareholder wishes to vote at the Annual Meeting, such Class B or Common shareholder may vote their shares by participating in the Annual Meeting and voting their shares over the Internet.

To be admitted to the Annual Meeting, go to https://www.virtualshareholdermeeting.com/CENT2025 and enter the 16-digit control number on your notice of internet availability of proxy materials or proxy card previously distributed to shareholders. Online access to the Annual Meeting will open at 10:15 a.m. Pacific Time to allow time for shareholders to log-in prior to the start of the live audio webcast of the Annual Meeting at 10:30 a.m. Pacific Time. The virtual meeting platform is widely supported across most browsers and devices running the most updated version of applicable software and plugins. Participants, however, should allow sufficient time prior to the start of the meeting to log-in and ensure that they can hear streaming audio prior to the start of the meeting. If any log-in difficulties are encountered, please call the technical support number on the log-in page. It is important that shareholders read the proxy materials that were previously distributed, and we strongly encourage Class B and Common shareholders to vote in advance of the Annual Meeting, even if they are planning to log in and participate through the internet.

Only shareholders of record of Common Stock and Class B Stock on the books of the Company as of 5:00 P.M. Pacific Time, December 16, 2024, will be entitled to vote at the Annual Meeting.

As of the close of business on December 16, 2024, there were outstanding 10,718,231 shares of Common Stock of the Company, entitled to one vote per share, and 1,602,374 shares of Class B Stock of the Company, entitled to the lesser of ten votes per share or 49% of the total votes cast. There were also outstanding 53,133,570 shares of Class A Common Stock, which generally have no voting rights unless otherwise required by Delaware law. Except for Proposal Three, holders of Common Stock and Class B Stock will vote together on all matters presented to the shareholders for their vote or approval at the Annual Meeting.

The holders of not less than a majority of the shares of Common Stock and Class B Stock of the Company entitled to vote, present in person or by proxy, will constitute a quorum for the transaction of business at the Annual Meeting or any adjournment thereof and, in all matters other than the election of directors and Proposal Three, the affirmative vote of the majority of such quorum shall be deemed the act of the stockholders. Votes cast by proxy at the Annual Meeting will be tabulated by the election inspector appointed for the Annual Meeting and will determine whether or not a quorum is present. The election inspector will treat abstentions as shares that are present and entitled to vote for purposes of determining the presence of a quorum but as unvoted for purposes of determining the approval of any matter submitted to the shareholders for a vote. If a shareholder’s shares are held in street name and the shareholder does not instruct his or her broker how to vote the shares, the brokerage firm, in its discretion, may either leave the shares unvoted or vote the shares on routine matters. The proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the current fiscal year should be treated as a routine matter. To the extent a shareholder’s brokerage firm votes shares on the shareholder’s behalf on that proposal, the shares also will be counted as present for the purpose of determining a quorum. Under the General Corporation Law of the State of Delaware (the “DGCL”), shareholders are not entitled to dissenter’s rights with respect to any matter to be considered and voted on at the Annual Meeting, and we will not independently provide shareholders with any such right.

With regard to the election of directors, votes may be cast “For” or “Withhold” for each nominee; votes that are withheld will be excluded entirely from the vote and will have no effect. Directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors with the holders of Common Stock and Class B Stock voting together as a single class. As a result, if you withhold your authority to vote for any nominee, your vote will not count for or against the nominee, nor will a broker “non-vote” affect the outcome of the election.

Proposal Two requires approval by the affirmative vote of a majority of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the subject matter with the holders of Common Stock and Class B Stock voting together as a single class. Accordingly, abstentions on the proposal will have the effect of a negative vote on this proposal. A broker non-vote will have no impact on this proposal.

Proposal Three to amend the Company’s Certificate of Incorporation to include an officer exculpation provision requires approval by the affirmative vote of the holders of a majority of the outstanding shares of the Common Stock and of a majority of the outstanding shares of Class B Stock, each voting separately as a class. Accordingly, abstentions and broker non-votes on the proposal to amend the Company’s Certificate of Incorporation will have the effect of a negative vote on this proposal.

In order to reduce printing and postage costs for shareholders who request a printed copy of the proxy materials, only one Annual Report and one Proxy Statement will be mailed to multiple shareholders who request a printed copy of the proxy materials sharing an address unless we receive contrary instructions from one or more of the shareholders sharing an address. This practice is commonly referred to as “householding.” If your household has received only one Annual Report and one Proxy Statement, we will promptly deliver a separate copy of the Annual Report and the Proxy Statement to any shareholder who sends a written request to Investor Relations at our executive offices, which are located at 1340 Treat Blvd., Suite 600, Walnut Creek, California 94597, or calls (925) 948-4000 and requests such a delivery. If your household is receiving multiple copies of our annual reports or proxy statements and you wish to request delivery of a single copy, you may send a written request to our executive offices, or call (925) 948-4000 with such a request.

The persons named below are nominees for director to serve until the next annual meeting of shareholders and until their successors shall have been elected. The nominees are all members of the present Board of Directors. Michael J. Griffith is not standing for re-election. In the absence of instructions to the contrary, shares represented by proxy will be voted for the election of all such nominees to the Board of Directors. If any nominee is unable or unwilling to be a candidate for the office of director at the date of the Annual Meeting, or any adjournment thereof, the proxies will vote for such substitute nominee as shall be designated by the proxies. Management has no reason to believe that any of the nominees will be unable or unwilling to serve if elected. Set forth below is certain information concerning the nominees which is based on data furnished by them.

Upon consideration of the criteria and requirements regarding director independence set forth in NASDAQ Rule 5605, the Board of Directors determined that each of Messrs. Dougher, Griffith, Lewis, Metz and Ranelli and Mses. Chun and Coleman met the standards of independence established by the NASDAQ. Ms. Springer was also determined independent until assuming the role of Interim Chief Executive Officer in October 2023 and has regained independence upon her resignation from the role of Interim Chief Executive Officer in September 2024.

Under our current leadership structure, the Company has separated the roles of Chairman and Chief Executive Officer. Mr. Brown serves as Chairman, and Mr. Lahanas serves as Chief Executive Officer. The Board believes that separating the roles is appropriate given the differences between the two roles as they are presently defined. The Chief Executive Officer is responsible for setting our operating strategy and for our day-to-day leadership and performance, while the Chairman provides guidance to the Chief Executive Officer and leads the Board. In addition, because Mr. Brown is not “independent” within the meaning of the NASDAQ listing standards, the Board also selects a director who is independent to serve as the “lead independent director.” Ms. Springer has served in this capacity since September 2019, except from October 2023 to September 2024 when she served as Interim Chief Executive Officer.

The Board believes in the importance of independent oversight, which it seeks to ensure through a variety of means, including:

The Board believes that the separated roles of Chairman and Chief Executive Officer, together with the significant responsibilities of the Company’s lead independent director and other independent directors described above, provide an appropriate balance between leadership and independent oversight.

BOARD DIVERSITY

 

 

The Company has three standing committees: Audit, Compensation and Investment. The Company has two informal committees: Executive and Talent, Capabilities and Succession. The Board does not have a nominating committee or a committee performing the functions of a nominating committee. The entire Board fulfills the function of the nominating committee.

During fiscal 2024, the members of the Audit Committee were Mr. Dougher (Chairman) and Mses. Chun and Coleman. The Company’s Board of Directors has determined that Mr. Dougher qualifies as an audit committee financial expert as set forth in Section 407(d)(5) of Regulation S-K promulgated by the SEC and is independent as such term is defined in the NASDAQ Rules. The functions performed by the Audit Committee include:

The Board of Directors has adopted a written Audit Committee charter. The charter is available on the Company’s website at ir.central.com/governance-esg/governance-documents. The Audit Committee held 11 meetings during fiscal 2024.

During fiscal 2024, the members of the Compensation Committee were Mr. Griffith (Chairman) and Ms. Coleman. Ms. Springer resigned from the Compensation Committee upon assuming the role of Interim Chief Executive Officer in October 2023. The functions performed by the Compensation Committee include:

The Board of Directors has adopted a written Compensation Committee charter. The charter is available on the Company’s website at ir.central.com/governance-esg/governance-documents. The Compensation Committee held 17 meetings during fiscal 2024.

The Compensation Discussion and Analysis included in this proxy statement includes additional information regarding the Compensation Committee’s processes and procedures for considering and determining executive officer compensation.

During fiscal 2024, the members of the Investment Committee were Messrs. Brown (Chairman), Griffith, Myers (until his retirement from the Board in February 2024), Pennington and Ranelli and Ms. Chun. The functions performed by the Investment Committee include:

The Investment Committee did not meet in fiscal 2024.

During fiscal 2024, the members of the Talent, Capabilities & Succession Committee were Messrs. Griffith (Chairman) and Ranelli and Mses. Coleman and Springer. The functions of the Talent, Capabilities & Succession Committee are to identify critical capability gaps and oversee and review plans to develop these competencies; and oversee and review plans for senior leader succession and training. The Talent, Capabilities & Succession Committee held five meetings during fiscal 2024.

During fiscal 2024, the members of the Executive Committee were Messrs. Brown and Pennington and Ms. Springer. The Executive Committee has all the powers of the Board except those powers reserved by law to the full Board or as limited by the Executive Committee Charter. The Executive Committee did not meet in fiscal 2024.

Mr. Griffith and Mses. Coleman and Springer served as members of the Compensation Committee during fiscal 2024. They have no relationship with the Company other than as directors and shareholders. During fiscal 2024, no executive officer of the Company served as a director, or as a member of any compensation committee, of any other for-profit entity that had an executive officer that served on the Board of Directors or Compensation Committee of the Company.

During fiscal 2024, there were ten meetings of the Board of Directors. No member of the Board of Directors attended fewer than 75% of the meetings of the Board of Directors and all committees of the Board on which they served, except for Mr. Metz, who attended 70% of such meetings. The Company encourages, but does not require, the members of its Board of Directors to attend its annual meeting of shareholders. All members of the Board participated in the virtual 2024 Annual Meeting of Shareholders.

The Board of Directors welcomes communications from the Company’s shareholders. Shareholders may send communications to the Board, or to any director in particular, c/o Central Garden & Pet Company, 1340 Treat Blvd., Suite 600, Walnut Creek, California 94597. Any correspondence addressed to the Board or to any director in care of the Company’s offices is forwarded by the Company to the addressee without prior review by management.

The Company faces a number of risks, including operational, economic, financial, legal, regulatory and competitive. The Company’s management is responsible for the day-to-day management of the risks faced by the Company. While the Board, as a whole, has ultimate responsibility for the oversight of risk management, it administers its risk oversight role in part through the Board committee structure, with the Audit Committee and Compensation Committee responsible for monitoring and reporting on the material risks associated with their subject matter areas.

The Board’s role in the Company’s risk oversight process includes receiving regular reports from members of senior management on areas of material risk to the Company, including operational, economic, financial, legal, regulatory and competitive risks. The full Board (or the appropriate committee in the case of risks that are reviewed by a particular committee) receives these reports from those responsible for the relevant risk to enable it to understand the Company’s risk exposures and the steps that management has taken to monitor and control these exposures. When a committee receives the report, the Chairman of the relevant committee typically provides a summary to the full Board at the next Board meeting. This process helps the Board and its committees to coordinate the risk oversight role. The Audit Committee assists the Board in oversight and monitoring of principal risk exposures related to financial statements, legal, regulatory, cybersecurity and other matters, as well as related mitigation efforts. The Compensation Committee assesses periodically the risks associated with the Company’s compensation policies. The Board also monitors any specific enterprise risks for which it has chosen to retain oversight rather than delegating oversight to one of its committees.

Members of the Board of Directors who are not employees of the Company received directors’ fees consisting of $60,000 per year and $1,500 for each Board meeting attended. The chairs of the Compensation Committee and the Talent, Capabilities and Succession Committee receive an additional annual retainer fee of $15,000, the chair of the Audit Committee receives an additional annual retainer fee of $20,000 and the lead independent director receives an additional annual retainer fee of $35,000. Directors who are not employees of the Company who attend meetings of any of the Company’s standing committees receive an additional $1,500 for each meeting not held on the same day as a Board meeting.

Each non-employee director also receives $500 for participation in each telephonic meeting of the Board of Directors or any committee of less than three hours and $1,000 for participation in meetings of three hours or more. The Company pays non-employee directors $1,500 for each day spent traveling to and from board and committee meetings, attending subsidiary and division management meetings and conducting plant and facility visits.

Each non-employee director receives an equity grant on the date of the annual meeting of stockholders for a number of shares of restricted stock determined by dividing $120,000 by the closing price of a share of Class A Common Stock on the grant date.

Set forth below is a summary of the compensation earned during fiscal 2024 by the Company’s directors, except Mr. Brown, Mr. Cofer, Mr. Lahanas and Ms. Springer. Mr. Brown’s, Mr. Cofer’s, Mr. Lahanas’s and Ms. Springer’s compensation is reported below under Executive Compensation – Compensation of Executive Officers. Mr. Lewis was not a director during fiscal 2024.

In October 2020, the Board of Directors approved a minimum stock ownership requirement of $300,000 which would be required to be met within five years or, in the case of new directors, five years after election to the Board. In addition, the Board of Directors added a retention requirement that directors be required to hold 50% of net after-tax shares received from the vesting of equity awards and exercise of options until the minimum stock ownership guidelines are attained, and the following definition of ownership:

Due to the fact that all directors generally participate in interviewing potential Board members, the Board has determined that it is not necessary at this time to establish a separate nominating committee. As such, the entire Board fulfills the function of nominating additional directors. A majority of the members of the Board have been determined by the Board to be independent under the standards established by NASDAQ. Our screening process generally involves successful completion of interviews with each Board member prior to any candidate being considered for nomination to the Board of Directors. Once potential candidates have successfully progressed through the interview stage, the independent directors will meet in executive session to consider the screened candidates. All director nominees must be selected, or recommended for the Board’s selection, by a majority of the independent directors.

A majority of the members of the Board must be independent directors as defined in NASDAQ Rule 5605(a)(2). When considering potential director candidates, the Board also considers the candidate’s knowledge, experience, integrity, leadership, reputation, and ability to understand the Company’s business. In addition, all director nominees must possess certain core competencies, which may include experience in consumer products, logistics, product design, merchandising, marketing, general operations, strategy, human resources, technology, media or public relations, finance or accounting, or experience as a Chief Executive Officer or Chief Financial Officer. While we do not have a formal diversity policy for Board membership, we look for potential candidates that help ensure that the Board has the benefit of a wide range of attributes.

The Board will consider any director candidate recommended by shareholders, provided that the candidate satisfies the minimum qualifications for directors as described above. Shareholders must submit recommendations to the Company’s Secretary for consideration by the Board no later than 120 days before the Annual Meeting of shareholders. To date, the Board has not received any recommendations for nominees to be considered at the Annual Meeting from any non-management shareholder or group of shareholders that beneficially own 5% or more of the Company’s voting stock.

Shareholders who intend to solicit proxies in support of director nominees other than our nominees must comply with the additional requirements of Rule 14a-19(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) to comply with the universal proxy rules by December 14, 2025.

The Audit Committee of the Board of Directors has selected Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 27, 2025. If shareholders fail to ratify the selection of Deloitte & Touche LLP, the Audit Committee will reconsider the selection. If the selection of Deloitte & Touche LLP is approved, the Audit Committee, in its discretion, may still direct the appointment of a different independent auditing firm at any time and without shareholder approval if the Audit Committee believes that such a change would be in the best interest of the Company and its shareholders.

Representatives of Deloitte & Touche LLP will be present at the Annual Meeting with the opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions.

The following table lists the aggregate fees billed for professional services rendered by Deloitte & Touche LLP for all “Audit Fees,” “Audit-Related Fees,” “Tax Fees,” and “All Other Fees” for the last two fiscal years.

The Audit fees for the fiscal years ended on September 30, 2023 and September 28, 2024 were for professional services rendered for the audits of the Company’s consolidated financial statements, issuance of consents and other assistance in connection with regulatory filings with the SEC.

The audit-related fees for the fiscal years ended on September 30, 2023 and September 28, 2024 were primarily related to statutory audits.

The Audit Committee has the sole authority to authorize all audit and non-audit services to be provided by the independent registered public accounting firm engaged to conduct the annual audit of the Company’s consolidated financial statements. In addition, the Audit Committee has adopted pre-approval policies and procedures which are detailed as to each particular service, the Audit Committee is informed of each service, and such policies and procedures do not include delegation of the Audit Committee’s responsibilities under the Exchange Act to management. The Audit Committee pre-approved fees for all audit and non-audit related services provided by the independent registered public accounting firm in fiscal 2023 and 2024.

Notwithstanding anything to the contrary in any of the Company’s previous or future filings under the Securities Act of 1933, as amended, or the Exchange Act, that might incorporate this Proxy Statement or future filings with the Securities and Exchange Commission, in whole or in part, the following report shall not be deemed to be incorporated by reference into any such filing.

The Audit Committee of the Board consists of the directors whose signatures appear below. Each member of the Audit Committee is “independent” as defined in the NASDAQ Rules and Rule 10A-3 of the Exchange Act.

The Audit Committee’s general function is to oversee the Company’s accounting and financial reporting and internal control processes and the audits of the Company’s financial statements, including monitoring the integrity of the Company’s financial statements, the independent registered public accounting firm’s qualifications and independence, and the performance of the Company’s independent registered public accounting firm. Its specific responsibilities are set forth in its charter. The charter is available on the Company’s website at ir.central.com/governance-esg/governance-documents.

As required by the charter, the Audit Committee reviewed the Company’s audited financial statements for the fiscal year ended September 28, 2024 and met with management, as well as with representatives of Deloitte & Touche LLP, the Company’s independent registered public accounting firm, to discuss the financial statements. The Audit Committee also discussed with representatives of Deloitte & Touche LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC.

In addition, the Audit Committee discussed with representatives of Deloitte & Touche LLP their independence from management and the Company and received the written disclosures and letter required by applicable requirements of the PCAOB regarding the independent accountant’s communications with the audit committee concerning independence.

Based on these discussions, the financial statement review, and other matters it deemed relevant, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended on September 28, 2024.

December 19, 2024

Audit Committee

Brendan P. Dougher, Chairman

Courtnee Chun

Lisa Coleman

Our Board has unanimously adopted a resolution to amend our Fourth Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), subject to stockholder approval, to provide for the elimination or limitation of monetary liability of certain officers of the Company for breaches of the fiduciary duty of care.

If our stockholders approve this proposal at the 2025 Annual Meeting, the Company will amend Section 2 of Article Sixth of our Certificate of Incorporation as set forth in Appendix A to this Proxy Statement (the “Amendment”). The description in this Proposal Three should be read in conjunction with the full text of the Amendment. In accordance with the DGCL, our Board may elect to abandon the Amendment without further action by stockholders at any time prior to the effectiveness of the filing of the Amendment with the Secretary of State of the State of Delaware, notwithstanding stockholder approval of the Amendment.

Section 2 of Article Sixth of our Certificate of Incorporation currently provides for the Company to limit the monetary liability of directors for breaches of fiduciary duties as a director, pursuant to and consistent with Section 102(b)(7) of the DGCL. Effective August 1, 2022, Section 102(b)(7) of the DGCL was amended to permit a Delaware corporation’s certificate of incorporation to include a provision eliminating or limiting monetary liability for certain officers for breaches of the fiduciary duty of care (the “Section 102(b)(7) Amendment”). Our Board desires to amend our Certificate of Incorporation to maintain provisions consistent with the governing statutes contained in the DGCL. Prior to the Section 102(b)(7) Amendment, Delaware law permitted Delaware corporations to exculpate directors from personal liability for monetary damages associated with breaches of the fiduciary duty of care, but such protection did not extend to a Delaware corporation’s officers. Consequently, stockholder plaintiffs have employed a tactic of bringing certain claims that would otherwise be exculpated if brought against directors, against individual officers to avoid dismissal of such claims. The Section 102(b)(7) Amendment was adopted to address inconsistent treatment between officers and directors as well as rising litigation and insurance costs for public companies.

This provision would not exculpate any officers from liability for breaches of the duty of loyalty, acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, or any transaction in which the officer derived an improper personal benefit. Nor would this provision exculpate such officers from liability for claims brought by or in the right of the Company, such as derivative claims. Our Board believes it is necessary to provide protection to officers to the fullest extent permitted by law in order to attract and retain top talent. This protection has long been afforded to directors, and accordingly, our Board believes that this proposal is fair and in the best interests of the Company and its stockholders.

In fiscal 2024, the Company faced a difficult environment, including soft demand across its Pet businesses, in particular durable pet products, and a challenging garden season. Despite this, the Company delivered: growth in non-GAAP earnings per share; continued gross margin expansion; strong profits in its Pet segment; and another record year for operating cash flow.

Net sales for fiscal 2024 decreased by 3.3% from fiscal 2023. On a GAAP basis, net income was $108 million, down 14% from a year ago, and diluted earnings per share was $1.62, compared with $1.88 in the prior year. On a non-GAAP basis, net income in fiscal 2024 was $142.4 million, or $2.13 per share on a diluted basis compared to $138.5 million, or $2.07 per share on a diluted basis in fiscal 2023. For a full reconciliation of non-GAAP measures to GAAP, please see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Use of Non-GAAP Financial Measures” in the Company’s annual report on Form 10-K filed with the Securities and Exchange Commission on November 27, 2024.

The Company’s named executive officers for fiscal 2024 were: Timothy P. Cofer – Former Chief Executive Officer⁽¹⁾; Mary Beth Springer – Former Interim Chief Executive Officer⁽²⁾; Nicholas Lahanas – Central’s new Chief Executive Officer and Former Chief Financial Officer⁽³⁾; John Hanson – President, Pet Consumer Products; John D. Walker – President, Garden Consumer Products; and William E. Brown – Chairman of the Board of Directors.

In fiscal 2024, the Compensation Committee’s actions for the named executive officers included:

The Compensation Committee discharges the Board’s responsibilities related to executive compensation and continuously strives to align the Company’s compensation policies for executive officers with the Company’s financial performance and shareholders’ interests. The Compensation Committee will continue to analyze the Company’s executive compensation policies and practices and adjust them as appropriate to reflect the Company’s performance and need to remain competitive in attracting and retaining high-caliber talent.

At the Annual Meeting of Shareholders in February 2023, 60% of the shares voting recommended holding a say-on-pay-vote every three years. As a result, the Board determined to continue to hold a vote every three years. Also at the Annual Meeting of Shareholders in February 2023, approximately 97% of the shares voting approved the compensation paid to the Company’s named executives. The next say-on-pay vote will be held at the annual meeting of shareholders in February 2026. Given the overwhelming shareholder support, the Compensation Committee determined to continue to approach compensation decisions in substantially the same way as in recent years.

The objectives of the Company’s compensation program are to recruit and retain high-caliber executives, and to incentivize those executives to achieve superior financial results for the Company and its shareholders. The Company uses three primary tools to compensate executive officers: base salary, annual bonus and long-term equity compensation. Together they combine to provide an executive’s total compensation package. The Company views base salary as a primary indicator of the market value needed to attract and retain executives with the skills and expertise to perform the duties and discharge the responsibilities of their positions. The Compensation Committee considers annual bonus as a means of rewarding job performance and utilizes equity grants as a means of linking executives’ long-term compensation to the Company’s long-term financial performance and as retention devices.

The Company’s compensation program rewards executive officers for progress against corporate operating goals and for their individual contributions. A substantial portion of each executive’s total compensation opportunity is weighted toward incentive compensation. The Compensation Committee believes in pay for performance and that a substantial portion of pay at risk is the most effective means of aligning executive incentives with shareholders’ interests.

The Compensation Committee believes that the Company’s compensation program encourages its executive officers to take appropriate risks aimed at improving the Company’s financial success and creating long-term shareholder value, helps align the Company’s executive officers’ short-term cash incentives with competitive practices and does not promote inappropriate risk taking.

The Compensation Committee has not regularly used a peer group when making compensation decisions as it competes in two distinct industries – pet supplies and lawn and garden consumables, and has a substantial, third-party logistics business, both of which make peer comparisons less meaningful. However, the Compensation Committee periodically uses surveys and reports prepared internally and by compensation consulting firms to understand the compensation levels and pay structure at other consumer products companies. The Company’s compensation is periodically evaluated against the broad range of compensation paid by such companies; however, the Compensation Committee also uses its judgment to determine specific pay levels necessary to attract, retain, focus, and motivate executive talent. In exercising this judgment, the Compensation Committee looks beyond the market data to include individual job performance and compensation history, future potential, internal comparisons, retention risk for individual executives, and, in the case of new hires, compensation at former employers. Beginning in fiscal 2022, the Compensation Committee determined to commence using PSU awards, which utilize a relative total shareholder return multiplier that is based on a defined peer group, as described in the section below titled “Performance Share Units.”

With respect to Ms. Springer, the Company’s former Interim Chief Executive Officer, the Compensation Committee determined to pay Ms. Springer an annual salary of $1,047,550 while serving as Interim Chief Executive Officer, which was the same annual salary paid to Mr. Cofer.

With respect to the compensation of Mr. Brown, the Company’s Chairman, the Compensation Committee retained Pay Governance as part of its process of determining his salary for fiscal 2016 given Mr. Brown’s transition to part-time employee status, while continuing to provide guidance on acquisitions and other areas that have significant strategic importance and potential impact on shareholder value.

With respect to the Company’s other executive officers, the Compensation Committee receives, evaluates and considers the recommendations of the Chairman of the Board and the Chief Executive Officer and may consult with the Company’s Human Resources team as part of its process of determining compensation. The Chairman of the Board and the Chief Executive Officer attend portions of meetings of the Compensation Committee, although they are not present during Committee deliberations regarding any aspect of their individual compensation, nor do they vote with the Compensation Committee. Other executive officers generally have no role in making decisions regarding compensation for the Company’s executive officers.

The Compensation Committee determines base salary and target bonus as of each officer’s hire date, and it generally reconsiders both elements on an annual basis. The Compensation Committee determines officers’ annual bonuses after the Company’s financial results for the prior fiscal year are announced. The Compensation Committee generally grants each officer shares of restricted stock upon his or her hire date and considers granting additional equity awards on an annual basis. The Compensation Committee generally attempts to grant bonuses or equity compensation to its officers on a standard schedule.

The Compensation Committee has the authority to retain the services of compensation consultants and other advisors, as it deems necessary or appropriate, in connection with the administration of the Company’s compensation and employee benefit plans, policies and programs. The Compensation Committee retained the services of Pay Governance to assist the Compensation Committee in formulating certain recommendations regarding executive compensation in fiscal 2024, including with respect to the design of the annual incentive plan and compensation of the Interim Chief Executive Officer and new Chief Executive Officer.

The Company compensates its executives through a combination of annual cash compensation (comprised of base salary and annual bonus) and long-term equity incentive compensation. The Compensation Committee views market competitive base salary and the annual bonus targets as essential for attracting, retaining, and motivating executive officers. The Compensation Committee also believes that equity incentive compensation is an essential factor in recruiting and retaining top executives and in driving performance over the long term.

The use and relative weights of base salary, annual bonus and long-term equity compensation are based on a subjective determination by the Compensation Committee of the effectiveness of each executive in all areas of management, including achievement of the Company’s strategic objectives, leadership, operating skills, and other attributes. Generally, the Compensation Committee views the various elements of compensation as part of one overall package but believes that a majority of the total compensation package should be weighted toward the performance of the Company and stock price appreciation in order to align the interests of management and shareholders. In fiscal 2024, base salary, benefits and perquisites are expected to range from approximately 38% to 53% of each current executive officer’s potential compensation, reflecting the importance that the Compensation Committee attached to performance-based bonuses and stock price appreciation.

When evaluating corporate performance, the Compensation Committee considers financial metrics, including net sales, organic sales, non-GAAP gross margin and earnings before interest, taxes and other income (expense), or EBIT, and also considers the performance of any acquired companies, and performance against long and short-term strategic goals. When evaluating individual performance, the Compensation Committee also considers subjective factors such as the individual’s overall leadership and management skills, success in attracting, retaining, and developing qualified successors and subordinates, success in achieving corporate and strategic objectives, ability to work with peers and supervisors in an effective and collegial manner, as well as numerous other criteria.

When making compensation decisions, the Compensation Committee also considers the issue of internal pay equity between the compensation of other Company executive officers and the compensation of the Chief Executive Officer. The Compensation Committee also considers issues relating to the corporate tax and accounting treatment of various forms of compensation and the impact of compensation decisions on shareholder dilution.

The Compensation Committee continues to subscribe to the philosophy that the overall financial performance of the Company and its stock price should be the primary areas of consideration when rewarding the Company’s top executives. However, the Compensation Committee also seeks to ensure that the Company’s executive officers are paid competitively with the market so that they remain motivated to stay with the Company and achieve its business and strategic objectives.

Mr. Cofer resigned as Chief Executive Officer effective October 6, 2023, so he served as Chief Executive Officer for only one week during fiscal 2024. He did not receive any bonus for fiscal 2023 or bonus or equity award for fiscal 2024. In fiscal 2024, Mr. Cofer received certain benefits as set forth in the Summary Compensation Table below.

Upon Mr. Cofer’s resignation as Chief Executive Officer, Ms. Springer, a member of the Company’s Board of Directors, was appointed as Interim Chief Executive Officer and served in that capacity from October 6, 2023 to September 29, 2024. Pursuant to Ms. Springer’s compensation package in her position as Interim Chief Executive Officer, she received an annual base salary of $1,047,550, paid monthly during the period she remained the interim principal executive officer. Ms. Springer is also eligible to receive a bonus equal to 100% of her base salary and pro-rated for time in her position as interim principal executive officer, to be paid at the discretion of the Compensation Committee.

Mr. Lahanas resigned as the Company’s Chief Financial Officer effective September 28, 2024, and was appointed as Chief Executive Officer effective as of September 29, 2024, the first day of fiscal 2025. Pursuant to a promotion letter dated September 26, 2024, Mr. Lahanas is entitled to an annual base salary of $900,000 and will also be eligible to receive an annual bonus at a target rate of 100% of his annual base salary beginning with the 2025 fiscal year. He will also be eligible to receive a target annual equity grant of $1,000,000, which will be based upon on his performance and the Company’s performance, as determined by the Compensation Committee. Mr. Lahanas’s employment at the Company is “at will” and may be terminated with or without cause, and with or without notice, at any time at the option of either the Company or Mr. Lahanas. The Company and Mr. Lahanas are also party to a post-employment consulting agreement, pursuant to which Mr. Lahanas will provide consulting services for 24 months upon termination of his employment with the Company. For these services, Mr. Lahanas will be entitled to receive $3,432 on a monthly basis, subject to a 2% increase each year of the agreement, subject to certain confidentiality and non-competition provisions.

In addition to his role as Chairman of the Board, Mr. Brown is a part-time employee of the Company who provides highly valuable services to the Company based on his experience as the founder of the Company and its former Chief Executive Officer. Mr. Brown does not receive the standard compensation provided by the Company to its non-employee directors. Instead, Mr. Brown receives compensation as an employee for all the services he provides to the Company.

The Compensation Committee’s determinations regarding Mr. Brown’s compensation are based on the appreciable contributions that he makes as an employee of the Company, including his role as a principal leader of the Company’s M&A activities, and the significant time commitment that entails. In fiscal 2024, Mr. Brown’s compensation remained unchanged from the prior year, with a base salary of $300,000 and an annual equity grant valued at $450,000.

The Compensation Committee reviews the base salary of executive officers each year and generally recommends a modest increase consistent with projected increases for companies nationwide. In some instances, the Compensation Committee has adjusted base salaries of individual named executive officers for retention reasons or to maintain internal pay equity and salary integrity among the senior executives. In fiscal 2024, the Compensation Committee approved modest increases to the base salaries for Messrs. Lahanas, Hanson and Walker based on individual merit and performance.

The following table sets forth the base salary for each of our named executive officers as of the end of the fiscal year in 2023 and 2024.

In fiscal 2024, the Company provided annual cash incentive opportunities to its executive officers pursuant to the Management Incentive Plan (the “MIP”). As described below, the Compensation Committee uses a pre-determined formula based on actual performance against target EBIT, gross margin and net sales to make the initial calculation of an executive officer’s actual bonus compensation, but the Compensation Committee retains full discretion to determine annual bonuses up to and above or below the amount of such executive officer’s bonus potential for the year based on individual performance and other factors. The Compensation Committee considers individual performance, including an executive’s overall leadership and his or her contribution to the achievement of annual and long-term financial and strategic goals, such as customer relationships, talent development, teamwork among business units, identification and pursuit of strategic initiatives, cost control efforts, innovation, and new product development, among others.

The MIP provides a competitive incentive to select senior leaders of the Company and is designed to reward and retain leaders for delivering exceptional business results and contributing to the Company’s mission to lead the future of the pet and garden industries. Pursuant to the MIP, executive officers are provided with one or more company, segment, or business unit plan goals, and if there is more than one plan goal, the participant will be provided a weighting for each plan goal. The Compensation Committee approves each plan goal and the business result required to achieve target performance. Target bonuses

under the MIP are expressed as a percentage of the executive’s actual annual salary. The target bonus percentages are generally set by the Compensation Committee at a level which the Compensation Committee believes will assure that the executive’s total compensation opportunity is attractive enough to motivate superior performance and that the executive is focused on key objectives.

The amount of an executive’s bonus is reflective of the target bonus, applicable Business Performance, and any Individual Adjustment (as such terms are defined below). In no instance will an executive earn a bonus that is more than 200% of the target bonus. Business Performance refers to the weighted average performance outcome for the company/segment/business unit plan goals applicable to an executive. Individual Adjustment refers to the individual performance outcome reflective of the executive’s annual performance rating, achievements, behaviors, and contributions to the success of the company/segment/business unit within the plan year, as determined in the sole discretion of the Compensation Committee.

Fiscal 2023 Bonuses. In February 2024, the Compensation Committee determined bonuses for the named executive officers based on Company and business segment performance in fiscal 2023 pursuant to the 2023 Management Incentive Plan (the “2023 MIP”). The 2023 MIP was effective for fiscal 2023, with the period of performance measurement covering October 2022 through September 2023. Bonus payments for the 2023 plan year were made to the named executive officers in February 2024.

The following table sets forth the target bonus and actual bonus paid to the named executive officers, who were also named executive officers for fiscal 2023, pursuant to the 2023 MIP:

In determining the amount of bonuses to be awarded to the named executive officers for fiscal 2023, the Compensation Committee considered Company and business segment performance for fiscal 2023 compared to the MIP goals and the Individual Adjustment, and other factors that the Compensation Committee considers important. Bonuses for Messrs. Lahanas and Brown were based on total Company performance, while those for Messrs. Hanson, and Walker were based on the performance of the Pet and Garden segments, respectively. Company net sales for fiscal 2023 were $3,310.1 million compared to a MIP target of $3,445 million. Company Gross margin in fiscal 2023 was 28.6% on a GAAP basis and 28.9% on a non-GAAP basis, compared with a MIP target of 30.3%, and EBIT for fiscal 2023 was $211.0 million on a GAAP basis and $227 million on a non-GAAP basis, compared to a MIP target of $261.0 million. Pet Segment net sales for fiscal 2023 were $1,877.2 million compared to a MIP target of $1,917.0 million, and EBIT for fiscal 2023 was $198.0 million on a GAAP basis and $216.4 million on a non-GAAP basis compared to a MIP target of $212.0 million. Garden Segment net sales for fiscal 2023 were $1,432.9 million compared to a MIP target of $1,528.0 million, and EBIT for fiscal 2023 was $123.5 million on a GAAP basis and $121.6 million on a non-GAAP basis compared to a MIP target of $166.0 million. The Company does not report gross margin at the business segment level. In determining the amount of the awards, the MIP goals are weighted as follows: EBIT — 60%; Net sales — 20%; and Gross margin — 20%. The Compensation Committee exercised its discretion to adjust the bonuses for the named executive officers from the amounts calculated using the pre-determined formulae by between 0% and +36%, based on various factors including business segment performance and the individual performance of the named executive officers during 2023.

Fiscal 2024 Bonuses. The Compensation Committee expects to determine bonuses in February 2025 for the named executive officers based on the Company’s performance in fiscal 2024 pursuant to the 2024 Management Incentive Plan (the “2024 MIP”). The 2024 MIP was effective for fiscal 2024, with the period of performance measurement covering October 2023 through September 2024.

The following table sets forth the target bonus percentages for each of the named executive officers, other than Ms. Springer, with respect to fiscal 2024 pursuant to the 2024 MIP:

In determining the amount of bonuses to be awarded to the named executive officers for fiscal 2024, the Compensation Committee will consider Company and business segment performance for fiscal 2024 compared to the MIP goals and the Individual Adjustment, and other factors that the Compensation Committee considers important. Company net sales for fiscal 2024 were $3,200.5 million compared to a MIP target of $3,199 million. Company Gross margin in fiscal 2024 was 29.5% on a GAAP basis and 30.0% on a non-GAAP basis, compared with a MIP target of 30.7%, and EBIT for fiscal 2024 was $185.4 million on a GAAP basis and $222.8 million on a non-GAAP basis, compared to a MIP target of $243 million. Pet Segment net sales for fiscal 2024 were $1,832.7 million compared to a MIP target of $1,820 million, and EBIT for fiscal 2024 was $203.4 million on a GAAP basis and $223.8 million on a non-GAAP basis compared to a MIP target of $219 million. Garden Segment net sales for fiscal 2024 were $1,367.7 million compared to a MIP target of $1,379 million, and EBIT for fiscal 2024 was $81.9 million on a GAAP basis and $102.2 million on a non-GAAP basis compared to a MIP target of $140 million. The Compensation Committee has not yet determined the bonus amounts to be paid to the named executive officers with respect to fiscal 2024. The Company will report the fiscal 2024 bonus determinations in a Form 8-K once decisions are made.

For fiscal 2024, Ms. Springer is eligible to receive a bonus equal to 100% of her base salary and pro-rated for time in her position as interim principal executive officer, to be paid at the discretion of the Compensation Committee.

In fiscal 2024, the Compensation Committee granted a combination of restricted stock awards and PSUs to executive officers for equity compensation, as described below.

Generally, restricted stock vests, and the restrictions on transfer lapse, in accordance with a schedule determined by the Compensation Committee. The Compensation Committee has the authority to accelerate the time at which restrictions lapse, and/or remove restrictions, on previously granted restricted stock.

In February 2024, the Compensation Committee granted 3,759 shares of restricted Class A Common Stock with a fair value of approximately $123,483 to each of Messrs. Lahanas, Hanson and Walker. 50% of the restricted shares granted to Messrs. Lahanas, Hanson and Walker vest on February 6, 2026, and the remaining 50% vest on February 6, 2027, subject to continued service on each vesting date.

On February 6, 2024, the Compensation Committee approved an award for Mr. Brown of 13,534 restricted shares of Class A Common Stock, which vests over a five-year period, with one-third of the shares vesting at the end of years three, four, and five, subject to continued service on each vesting date.

On May 16, 2024, the Compensation Committee approved an award of restricted Class A Common Stock to Mr. Lahanas in connection with his promotion to Executive Vice President, Chief Financial Officer. The award covered 3,788 shares and vests over a four-year period, with 25% of the shares vesting on each of May 16, 2026 and 2027 and 50% of the shares vesting on May 16, 2028, subject to continued service on each vesting date.

On February 13, 2024, Ms. Springer received an award of restricted Class A Common Stock covering 3,281 shares that vested on August 13, 2024.

In February 2024, the executive officers were granted PSUs with respect to the target number of shares of the Company’s Class A Common Stock based on their award target divided by the stock price on the grant date. The actual number of PSUs earned may vary from the target number and will be determined at the end of the four-year performance period based on performance against the applicable performance goals (including pre-defined adjustments thereto) and targets over such performance period. Ultimately, the total number of shares awarded to the executive is based on company performance over the performance period, and may range from 65% to 225% of target, including the impact of any increase or decrease by up to 25 percentage points based on a relative total shareholder return (TSR) modifier. The relative TSR modifier for the PSU awards is based on the following peer group, which includes lawn and garden and pet supplies companies and other consumer products companies: Scotts Miracle-Gro Co., Spectrum Brands Holdings Inc., J.M. Smucker Co., Church & Dwight Co., Helen of Troy Ltd., Newell Brands Inc., The Clorox Company, Edgewell Personal Care Co., Tupperware Brands Corp., and Energizer Holdings Inc.

The actual number of PSUs earned will be determined using the following formula based on fiscal 2027 results:

Target Number of FY24 PSUs x (Primary Measures Multiplier +/- TSR Modifier) =

total shares of Company Class A Common Stock earned under the FY24 PSUs

The Primary Measures Multiplier shall be based on two performance goals, weighted as follows: (i) 70% based on Organic EBIT CAGR and (ii) 30% based on Organic Net Sales CAGR. In February 2024, the Compensation Committee granted 3,759 PSUs to each of Messrs. Lahanas, Hanson, and Walker. The actual number of shares to be earned under the PSU awards to the named executive officers shall be determined by the Compensation Committee based on the extent to which performance goals have been achieved over the four-year performance period, from fiscal years 2024 through 2027. To the extent earned, the PSUs will vest at the end of the four-year performance period, subject to the executive being continuously employed by the Company or by one of its affiliates from the grant date through the last day of the performance period.

The Board of Directors declared a one-for-four stock dividend of shares of non-voting Class A Common Stock of the Company, to each outstanding holder of the Company’s common stock, Class A stock and Class B stock, in the ratio of one share of Class A stock for every four outstanding shares of Common Stock, Class A Common Stock and Class B Stock payable to our stockholders on February 8, 2024. In connection with the stock dividend, the Compensation Committee (as administrator of the 2003 Omnibus Equity Incentive Plan (the “Equity Plan”)) adjusted the shares reserved for issuance under the Equity Plan and all outstanding equity awards thereunder, including those held by our named executive officers, to reflect the one-for-four stock dividend as follows: (i) the number of shares reserved for issuance under the Equity Plan was increased by 25%, (ii) the number of shares covered by each outstanding option and outstanding performance unit was increased by 25%, and (iii) the exercise price per share of each outstanding option was reduced by 20%.

Mr. Cofer had agreed to hold capital stock of the Company with a value of not less than four times his annual salary throughout the term of his employment with the Company. Restricted stock held by Mr. Cofer was included in determining the value of the capital stock of the Company held by him regardless of whether such restricted stock was vested or unvested. Mr. Cofer was not required to purchase additional stock to achieve this holding requirement but was not to sell any stock unless and until the holding requirement was met. As part of his promotion to Chief Executive Officer, Mr. Lahanas agreed to own capital stock of the Company with a value of not less than four times his annual salary throughout the term of his employment with the Company. The following shares are considered owned: shares owned outright; shares held in a 401(k) plan; shares beneficially owned (e.g., in a family trust); unvested restricted stock held subject only to vesting; deferred shares; and 20% of the exercisable “in-the-money” value of stock options. Mr. Lahanas is not required to purchase additional stock to achieve this holding requirement but is required to hold 50% of the net after-tax shares received from the vesting of equity awards and the exercise of stock options until the minimum stock ownership is attained. The Company does not have stock ownership requirements that apply to its other executive officers, except for Mr. Brown and Ms. Springer who are subject to the director stock ownership requirements.

Effective October 2, 2023, the Compensation Committee adopted a Compensation Recovery Policy (the “Clawback Policy”) intended to comply with Section 10D-1 of the Exchange Act and the related Nasdaq listing standards. Under the Policy, in the event of a restatement of the Company’s financial statements due to non-compliance with financial reporting requirements under the securities laws, the Company will seek to recover from executive officers of the Company any incentive compensation they received that would have been less had it been calculated based on the restated financial statements. Under the Clawback Policy, the Company may also seek to recover incentive compensation, at the direction of the Compensation Committee, in the event that any executive officer engages in misconduct, or was aware of or willfully blind to misconduct that occurred in an area over which the executive officer exercised supervisory authority.

“Incentive Compensation” is defined in the Policy to include any compensation that is earned based on the attainment of a financial performance measure, in the case of a restatement of financial statements; and would in the event of misconduct also include any equity awards that vest solely based upon remaining employed for a period of time.

For purposes of the Policy, “Misconduct” shall have the same meaning as “Cause” as such term is defined in an employment agreement then in effect with the executive officer. Absent an employment agreement, “Misconduct” means an executive officer’s (i) commission of any felony; (ii) attempted commission of, or participation in, a fraud or act of dishonesty against the Company; (iii) commission of a significant legal or compliance violation in connection with the executive officer’s employment, including a violation of the Company’s Code of Ethics or other corporate policies; (iv) intentional, material violation of any contract or agreement between the executive officer and the Company or any statutory duty owed to the Company; (v) unauthorized use or disclosure of the Company’s confidential information or trade secrets; or (vi) any action or willful inaction that may result in material financial, reputational or other harm to the Company and its affiliates and subsidiaries.

The Company has adopted an Insider Trading Compliance Program (the “Insider Trading Program”) which provides guidelines with respect to transactions in the securities of the Company (the “Company Securities”) and the handling of confidential information about the Company and the companies with which the Company does business. Under the Insider Trading Program, persons subject to the policy may not engage in short sales of Company Securities, transactions in put options, call options or other derivative securities, on an exchange or in any other organized market, or hedging or monetization transactions, including the use of financial instruments such as prepaid variable forwards, equity swaps, collars and exchange funds. The Company discourages placing standing orders on Company Securities. If a person subject to the Insider Trading Program determines that they must use a standing order, the order must be limited to a short duration and should otherwise comply with the restrictions and procedures in the Insider Trading Program. A standing order incorporated into a 10b5-1 plan is permitted.

The Company is committed to promoting high standards of ethical business conduct and compliance with applicable laws, rules and regulations. As part of this commitment, the Company has adopted our Insider Trading Policy governing the purchase, sale, and/or other dispositions of our securities by its directors, officers and employees that it believes is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the exchange listing standards applicable to the Company. A copy of the Insider Trading Policy, including any amendments thereto, was filed as Exhibit 19 to our Annual Report on Form 10-K for the year ended September 28, 2024.

Under the terms of the Company’s employment agreements and non-compete and post-employment consulting agreements, certain named executive officers are entitled to payments and benefits upon the occurrence of specified events, including termination of employment. The specific terms of these arrangements, as well as an estimate of the compensation that would have been payable had they been triggered as of fiscal year-end, are described below in detail in the section titled “Potential Payments Upon Termination.” The Company’s equity-based compensation plans and employment agreements do not provide for special payments to the named executive officers upon a change-in-control of the Company.

The terms of these arrangements were set through individual negotiations with each of the named executive officers. As part of these negotiations, the Compensation Committee took into consideration market practice. This approach was used in setting the amounts payable and the triggering events under the arrangements. These provisions are intended to provide the individuals with a fixed amount of compensation that would offset the potential risk of leaving their prior employer or foregoing other opportunities to join or remain with the Company. The Compensation Committee considers the aggregate potential obligations of the Company in the context of the desirability of hiring the individual and the expected compensation upon joining the Company.

The non-compete and post-termination consulting agreements are intended to protect, to the maximum extent permitted by law, the Company’s confidential information, and payments thereunder are conditioned upon the executive not working for one of our principal competitors within a specified period of time following separation from the Company.

The Company provides a 401(k) retirement plan and partial matching contributions generally available to all full-time employees but does not provide supplemental employee retirement plans or pensions. The Company also provides its executives with benefits such as medical, dental, life and disability insurance and other benefits that are generally available to full-time employees. The Company pays for a leased automobile or car allowance for certain named executive officers.

In determining executive compensation, the Compensation Committee considers, among other factors, the possible tax consequences to the Company and to the executives. However, the Compensation Committee believes that it is important to retain flexibility in designing compensation programs that meet the Company’s stated objectives. For this reason, the Compensation Committee will not necessarily limit compensation to those levels or types of compensation that will be tax deductible. The Compensation Committee does consider alternative forms of compensation, consistent with the Company’s compensation goals, that preserve deductibility.

Section 162(m) of the Internal Revenue Code places a limit of $1 million on the amount of compensation that we may deduct as a business expense in any year with respect to our most highly paid executive officers. While the Compensation Committee considers the deductibility of compensation as one factor in determining executive compensation, the Compensation Committee believes that it is in the best interests of our shareholders to maintain flexibility in our approach to executive compensation and to structure a program that we consider to be the most effective in attracting, motivating and retaining key executives.

The Compensation Committee has reviewed the Compensation Discussion and Analysis and discussed that analysis with management. Based on its review and discussions with management, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference into the Company’s Annual Report on Form 10-K for the fiscal year ended September 28, 2024. This report is provided by the following independent directors, who comprise the Compensation Committee:

December 19, 2024

Michael J. Griffith

Lisa Coleman

Set forth below is the compensation paid to the Company’s Former Chief Executive Officer, Former Interim Chief Executive Officer, Current Chief Executive Officer and Former Chief Financial Officer (who served as our Chief Financial Officer for all of fiscal 2024), and the three most highly compensated executive officers (other than our Chief Executive Officer and Chief Financial Officer) during our three fiscal years ended on September 28, 2024.

The Board of Directors declared a one-for-four stock dividend of shares of non-voting Class A Common Stock of the Company, to each outstanding holder of the Company’s Common Stock, Class A Common Stock and Class B Stock, in the ratio of one share of Class A Common Stock for every four outstanding shares of Common Stock, Class A Common Stock and Class B Stock payable to our stockholders on February 8, 2024. The number of shares issuable pursuant to outstanding equity awards and the exercise price per share of each outstanding option have been adjusted throughout this proxy statement to reflect the stock dividend.

The terms of Mr. Cofer’s employment were reflected in an employment agreement with the Company, effective October 14, 2019, which was amended on September 29, 2022. The employment agreement provided that Mr. Cofer was eligible for an annual bonus, targeted at 100% of base compensation, subject to his and the Company’s performance. Mr. Cofer was also entitled to an annual equity grant valued at $2,300,000 consisting of stock options, restricted stock and/or performance units. In addition, Mr. Cofer was entitled to retention payments of $1,900,000 per year in cash or vested Company stock on each of October 14, 2022, 2028 and 2029 and bearing interest at 8% per year. The retention payment due on October 14, 2022 was paid to Mr. Cofer in cash on such date. The retention payments to be paid in 2028 and 2029 were conditioned upon Mr. Cofer’s continuous employment with the Company through October 14, 2023 and October 14, 2024, respectively. As these conditions were not met, the 2028 and 2029 retention payments will not be made. Mr. Cofer’s employment agreement also included a post-employment consulting agreement pursuant to which Mr. Cofer was to provide consulting services for 48 months upon termination of his employment with the Company. The Company and Mr. Cofer mutually agreed to terminate the post-employment consulting agreement, and Mr. Cofer did not provide the Company consulting services.

Mr. Lahanas resigned as our Chief Financial Officer effective September 28, 2024, and was appointed as Chief Executive Officer effective as of September 29, 2024. Pursuant to a promotion letter dated September 26, 2024, Mr. Lahanas is entitled to an annual base salary of $900,000 and will also be eligible to receive an annual bonus at a target rate of 100% of his annual base salary beginning with the 2025 fiscal year. He will also be eligible to receive a target annual equity grant of $1,000,000, which will be based upon on his performance and the Company’s performance, as determined by the Compensation Committee. Mr. Lahanas’s employment at the Company is “at will” and may be terminated with or without cause, and with or without notice, at any time at the option of either the Company or Mr. Lahanas. The Company and Mr. Lahanas are also party to a post-employment consulting agreement, pursuant to which Mr. Lahanas will provide consulting services for 24 months upon termination of his employment with the Company. For these services, Mr. Lahanas will be entitled to receive $3,432 on a monthly basis, subject to a 2% increase each year of the agreement, subject to certain confidentiality and non-competition provisions.

Effective August 1, 2019, the Company entered into an employment agreement with John Hanson. The employment agreement provides that Mr. Hanson is eligible for an annual bonus, targeted at 50% of base compensation, subject to his and the Company’s performance. The agreement has an indeterminate term, unless terminated for his dismissal with cause, death or disability. The Company may terminate Mr. Hanson’s agreement at any time without cause upon 30 days’ written notice. If the Company terminates Mr. Hanson without cause, he will continue to receive his base salary and health insurance benefits for nine months and will be entitled to continued vesting of previously granted stock options and restricted stock, subject to the execution of a general release of claims. At its option, the Company may pay Mr. Hanson 30 days’ additional salary and benefits in lieu of giving 30 days’ notice. Under the terms of a post-employment consulting agreement, Mr. Hanson will provide consulting services for two years (or until December 31, 2024, whichever is later) upon termination of his employment with the Company. For these services, Mr. Hanson will be entitled to receive 10% of his last base salary for each year during the consulting period.

On April 1, 2014, the Company entered into an employment agreement with John D. Walker. This employment agreement provides that Mr. Walker is eligible for an annual bonus, subject to his and the Company’s performance. The agreement has an indeterminate term, unless terminated for his dismissal with cause, death or disability. The Company may terminate Mr. Walker’s agreement at any time without cause. If the Company terminates Mr. Walker without cause, he will continue to receive his base salary for nine months, subject to the execution of a general release of claims.

The following table shows all plan-based awards granted to the named executive officers during fiscal 2024, which ended on September 28, 2024.

The following table shows all outstanding equity awards held by the named executive officers at the end of fiscal 2024, which ended on September 28, 2024. All awards are for Class A Common Stock.