WEBR Weber Inc

PART III

Jennifer Bonuso has served as President, Americas since August 18, 2022. She previously served as Senior Vice President and General Manager, Global Product of the Company and as Global Head of Product Management of the Company. Prior to joining the Company, Ms. Bonuso led the global Consumer Business for the Honeywell/ Resideo spin off. She also spent 11 years with Whirlpool working on the Jenn-Air, KitchenAid, Whirlpool and Maytag brands, holding various leadership positions in product sales, marketing, consumer products business unit and the innovation lab. Ms. Bonuso is the co-owner of five patents and began her career with Hormel Foods. Ms. Bonuso received a BA in Marketing from the University of Northern Iowa in 2000 and an MBA from the University of Tennessee at Chattanooga in 2006.

Steffen Hahn, PhD has served as President, EMEA since December 1, 2021. Prior to this, he served as Senior Vice President—EMEA Commercial for the Company and previously Weber-Stephen Products LLC since March 2020. Prior to this, Dr. Hahn served as a management consultant at McKinsey & Company from 2013. Dr. Hahn received an M.Sc. in Production Management from Chalmers University of Technology in 2000, a Dipl.-Ing in Industrial Engineering from Technical University of Berlin in 2003, and a PhD in Consumer Behavior from University of St. Gallen, Switzerland in 2012.

Kelly D. Rainko has served as Non-Executive Chair of the Board since July 2021. Prior to the reorganization in connection with the Company’s initial public offering in August 2021, she served as a director of Weber-Stephen Products LLC since December 2010. Ms. Rainko is a Partner at BDT & MSD Holdings, L.P. Ms. Rainko has more than 20 years of experience advising and investing with closely held companies. Prior to joining the predecessor of BDT & MSD Holdings, L.P. at its founding in 2009, she worked at Goldman Sachs in the Closely Held effort within the Investment Banking Division. Her experience with closely held companies began with her work as a third-generation member in her family’s garden center business. Ms. Rainko serves as a board member of SAFE Project and a trustee of the Lincoln Park Zoo in Chicago. She previously served as a director of Peet’s Coffee and Caribou Coffee, a board observer of KIND Healthy Snacks, and an advisory director of Cox Automotive. Ms. Rainko received a BBA from the University of Michigan, and an MBA from the Kellogg School of Management at Northwestern University.

As a result of these professional and other experiences, we believe Ms. Rainko possesses particular knowledge and experience in a variety of identified core competencies and other areas that strengthens the Board’s collective knowledge, capabilities and experience, including (but not limited to) accounting and financial acumen, strategic planning and corporate development, human resources and organization development, regulatory and legal affairs, risk management/crisis management, and corporate social responsibility.

Susan T. Congalton has served as a Director of the Company since July 2021 and prior to that of Weber-Stephen Products LLC since January 2016. Ms. Congalton served as Chairman and CEO of California Amforge Corporation, a metal forging company principally serving the commercial and military aerospace industries, from 2002 through 2019. Prior to that, she engaged in business consulting and private investments; served as Senior Vice President- Finance and Law, CFO and General Counsel of Carson Pirie Scott & Company in Chicago, Illinois; and was a Partner in the New York law firm of Reavis & McGrath, where she specialized in corporate and venture capital transactions. Ms. Congalton previously served as a Director of BMO-Harris Financial Corp., where she chaired the Audit and Governance Committees, and as a Director of Pulitzer Inc. Ms. Congalton received a J.D. from Georgetown University Law Center, and a B.A. from Loretto Heights College.

As a result of these professional and other experiences, we believe Ms. Congalton possesses particular knowledge and experience in a variety of identified core competencies and other areas that strengthens the Board’s collective knowledge, capabilities and experience, including (but not limited to) accounting and financial acumen, manufacturing and supply chain, human resources and organization development, regulatory and legal affairs, risk management/crisis management, and corporate social responsibility.

Elliott Hill has served as a Director of the Company since July 2021 and prior to that of Weber-Stephen Products LLC since August 2020. Mr. Hill currently serves as an Advisor to BDT Capital Partners and as a director of Rather Outdoors and Tecovas, Inc. Mr. Hill previously worked at Nike from 1988 to 2020, most recently as President, Consumer & Marketplace from March 2018 to August 2020. Other roles during Mr. Hill’s time at Nike consist of leadership positions in Sales and Retail including Apparel Sales Director in Europe; Retail Development Director for EMEA; Vice President of Sales and Retail in EMEA; Vice President and General Manager of US Retail; Vice President of U.S. Sales, Retail and Nike.com; Corporate Vice President of Global Retail; and President of Nike North America. Mr. Hill received a BS in Kinesiology from Texas Christian University in 1986 and a Master’s Degree in Sports Administration from Ohio University in 1988.

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As a result of these professional and other experiences, we believe Mr. Hill possesses particular knowledge and experience in a variety of identified core competencies and other areas that strengthens the Board’s collective knowledge, capabilities and experience, including (but not limited to) strategic planning and corporate development, consumer products marketing and brand management, international operations and emerging markets, human resources and organization development, sales and distribution channel management, and corporate social responsibility.

Martin McCourt has served as a Director of the Company since July 2021 and prior to that of Weber-Stephen Products LLC since January 2019. From 1996 to 2012, Mr. McCourt served as Director and as Chief Executive Officer of Dyson where he transformed the company from a single product, single market producer into a global appliance leader. Mr. McCourt also serves as a BDT Operating Partner. Mr. McCourt previously held leadership positions at Mars, Duracell, Toshiba and Pelikan. Mr. McCourt currently serves as Chairman of Simon Technologies, a subsidiary of Pure Electric; Director of Tharsus; Chairman of Free Flow Technologies; and Chairman of Lightfoot. Mr. McCourt has served on the Boards of other companies and organizations in the past, including as Chairman, at companies such as Learning Curve Group, Headbox, Your Life, Glen Dimplex, Dudson, Venture Founders, CAP, CliniSys Group, Dutch Ophthalmic Research Centre and Equatex.

As a result of these professional and other experiences, we believe Mr. McCourt possesses particular knowledge and experience in a variety of identified core competencies and other areas that strengthens the Board’s collective knowledge, capabilities and experience, including (but not limited to) consumer products marketing and brand management, innovation/research and development/technology, international operations and emerging markets, human resources and organization development, regulatory and legal affairs, and corporate social responsibility.

Melinda R. Rich has served as a Director of the Company since July 2021. Ms. Rich currently serves as Vice Chairman of Rich Products Corporation, and sits on the company’s Board of Directors, including as Chairperson for the Finance and Audit Committee and Compensation and Organization Committee. Ms. Rich is Executive Vice Chairman of Rich Entertainment Group. She joined Rich Products Corporation in 1985 and worked in various roles as part of the leadership team including President, Rich Entertainment Group and Executive Vice President of Innovation. Ms. Rich serves as a Director of M&T Bank, including as a member of their Nomination, Compensation and Governance Committee; she is a Partner in Grove Entertainment, an Advisor to BDT Capital Partners, a member of the Cleveland Clinic Board of Directors and serves on the Rock and Roll Hall of Fame + Museum Board of Trustees, including as a member of their Executive Committee and Co-Chair of the Marketing Committee.

As a result of these professional and other experiences, we believe Ms. Rich possesses particular knowledge and experience in a variety of identified core competencies and other areas that strengthens the Board’s collective knowledge, capabilities and experience, including (but not limited to) strategic planning and corporate development, consumer products marketing and brand management, international operations and emerging markets, manufacturing and supply chain, sales and distribution channel management, and corporate social responsibility.

James C. Stephen has served as a Director of the Company since July 2021. Prior to that, he served as Executive Chairman of Weber-Stephen Products LLC since 2013 and was a member of its board since it was formed in 2010. Mr. Stephen is currently a Director of Bemis Manufacturing Company, a Director of Cornerstone National Bank and a member of the Board of Trustees for the University of Chicago Hospitals. Mr. Stephen served as President and CEO of Weber-Stephen Products LLC and its predecessor from 1992 to 2013.

Mr. Stephen was selected to serve on our Board of Directors because of his unique perspective and experience as a member of the company’s founding family and as its former CEO. In addition, we believe Mr. Stephen possesses particular knowledge and experience in a variety of identified core competencies and other areas that strengthens the Board’s collective knowledge, capabilities and experience, including (but not limited to) accounting and financial acumen, innovation/research and development/technology, manufacturing and supply chain, regulatory and legal affairs, sales and distribution channel management, and risk management/crisis management.

Magesvaran Suranjan has served as a Director of the Company since July 2021. Mr. Suranjan currently serves as President—Asia Pacific, Middle East, and Africa of Procter & Gamble. Mr. Suranjan joined Procter & Gamble in 1994 and has worked in various roles as part of the leadership team, including President, Asia Pacific Selling & Market Operations and Vice President, Asia Home Care, Personal Power, and Australasia, Japan and Korea Oral Care. Mr. Suranjan serves as a Director of the U.S.-India Business Council, a Director of the Singapore Economic Development Board, including as a member of its Finance Committee, a Member of the Advisory Board of the Lee Kong Chan School of Business at Singapore Management University and as a Member of the Advisory Board for the Center of Emerging Markets at Northeastern University. Mr. Suranjan received a B.Sc. with Honors in Accounting from Indiana University, Bloomington, in 1989 and an M.B.A. in Finance & Marketing from the University of Chicago in 1994.

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As a result of these professional and other experiences, we believe Mr. Suranjan possesses particular knowledge and experience in a variety of identified core competencies and other areas that strengthens the Board’s collective knowledge, capabilities and experience, including (but not limited to) accounting and financial acumen, strategic planning and corporate development, consumer products marketing and brand management, innovation/research and development/technology, international operations and emerging markets, and sales and distribution channel management.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our directors and executive officers and persons who own more than 10% of a registered class of our equity securities to file reports of ownership on Form 3 and changes in ownership on Form 4 or 5 with the SEC and NYSE. Such executive officers, directors and stockholders also are required by SEC rules to furnish us with copies of all Section 16(a) forms that they file. Based on a review of the copies of such reports furnished to the Company and written representations from the Company’s directors and executive officers that no other reports were required, the Company believes that its directors, executive officers and 10% stockholders complied with all Section 16(a) filing requirements applicable to them for the year ended September 30, 2022 except for Form 4 filings to report forfeitures of Profits Units (as defined below) by

Weber-Stephen Management Pool LLC on March 8, 2022 and August 12, 2022, which were filed late due to administrative error.

Corporate Governance

Board-Adopted Corporate Governance Guidelines

Since the Company’s initial public offering in August 2021 (the “Offering”), we have been operating under corporate governance principles and practices (the “Corporate Governance Guidelines”) that are designed to maximize long-term Stockholder value, align the interests of the Board and management with those of our Stockholders and promote high ethical conduct among our Directors and employees. The Corporate Governance Guidelines include the following:

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Board Leadership Structure; Communication with the Board

Prior to the Company’s initial public offering (the “Offering”), board-level decisions were made by the board of the Company’s subsidiary, and primary operating company, Weber-Stephen Products LLC. In anticipation of the Offering, the Weber-Stephen Products LLC operating agreement was amended to dissolve the Weber-Stephen Products LLC board, and we created a new board of directors of Weber Inc. (the “Reorganization”). Unless stated otherwise, when referring herein to the “Board” we refer to the Weber-Stephen board prior to the Reorganization and the Weber Inc. board after the Reorganization. Our Board currently consists of seven Directors. In accordance with our certificate of incorporation and bylaws, the number of Directors on our Board will be determined from time to time by the Board but shall not be less than five persons nor more than 13 persons. Each Director is to hold office until his or her successor is duly elected and qualified or until his or her earlier death, resignation or removal. Vacancies and newly created directorships on the Board may be filled at any time by the remaining Directors.

If a stockholder or any other interested party wishes to communicate directly with our Chair of the Board, other non-management Directors or our Board as a whole, the stockholder or the other interested party may do so by writing to our Secretary or the head of Investor Relations. All communications will be delivered to the Director or Directors to whom they are addressed unless the Secretary or the head of Investor Relations determines that a communication is a business solicitation or advertisement, or requests general information about us. The stockholder should address all communications directed to our Secretary or head of Investor Relations regarding the matters discussed in this proxy statement to Weber Inc., 1415 S. Roselle Road, Palatine, Illinois 60067, Attention: Office of the Secretary or Weber Inc., 1415 S. Roselle Road, Palatine, Illinois 60067, Attention: Investor Relations.

The following section describes Weber’s Board leadership structure, the reasons why the structure is in place at this time, the roles of various positions, and related key governance practices. The mix of experienced independent and management Directors that make up our Board, along with the role of our Chair, benefits Weber and its Stockholders.

Independence

Our Board is composed of five independent Directors under the applicable corporate governance standards of the NYSE, Mr. Stephen, our former CEO, and Ms. Rainko, a representative of our largest Stockholder.

Controlled Company Exception

Entities controlled by BDT Capital Partners, LLC beneficially own more than 50% of the voting power for the election of Directors. As a result, we are a “controlled company” within the meaning of the NYSE rules and may elect to rely on exemptions from certain corporate governance standards provided to controlled companies by the NYSE rules, including that: (i) a majority of our board of directors consists of “independent directors,” as defined under the NYSE rules; (ii) we have a nominating and corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and (iii) we have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities. In reliance on this exception, we do not have a nominating and corporate governance committee. Accordingly, to the extent and for so long as we rely on this exception, Stockholders will not have the same protections afforded to stockholders of companies that are subject to all of these corporate governance requirements. In the event that we cease to be a “controlled company” and our Class A common stock continues to be listed on the NYSE, we will be required to comply with all of these provisions within the applicable transition periods. We have elected to have a majority of our directors be “independent” as defined in the NYSE rules and a compensation and audit committee composed entirely of independent directors.

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Independence; Committee Structure

In 2022, the Board had two standing Committees: (i) Audit, and (ii) Compensation. The Compensation Committee is composed solely of independent Directors. Until August 4, 2022, the Audit Committee was composed of two independent directors and one non-independent, taking advantage of a transition exemption available to newly public companies. Since August 4, 2022, the Audit Committee is composed solely of independent Directors. In addition, none of our executive officers have served as a member of a compensation committee (or if no committee performs that function, the board of directors) of any other entity that has an executive officer serving as a member of our Board. Each Committee has a different independent Director serving as Committee chair.

Chair / CEO

At the current time, the Company has separated the roles of Chair of the Board and CEO. The Board believes that this leadership structure allows our CEO to focus on executing our strategic imperatives and leading our Company. Meanwhile, in her capacity as Non-Executive Chair, Ms. Rainko can focus on leading the Board, ensuring that it provides strong oversight of management and that all Directors have access to the resources required to discharge their duties appropriately. At this time, the Company’s CEO is not a member of the Board.

Self-Evaluation

Our Board conducts an annual performance evaluation to determine whether the Board, its Committees, and the Directors are functioning effectively. Our Corporate Governance Guidelines provide the flexibility for our Board to modify our leadership structure in the future as appropriate. We believe that Weber, like many U.S.-based companies, has been well-served by this flexible leadership structure.

Company Strategy

Strategic planning and oversight of the Company’s business strategy is a key responsibility of the Board, and the Board has deep experience and expertise in the areas of strategy and strategic development. The Board believes that overseeing and monitoring strategy is a continuous process and takes a multi-step approach in exercising its responsibilities. Our entire Board discusses the strategic priorities of the Company, taking into consideration global economic, consumer and other significant trends, as well as changes in our industry and regulatory initiatives. The Board reviews the Company’s strategy periodically during the year, and dedicates at least one meeting each year to focus on a strategic review, including key elements of our strategy, such as innovation, expansion and strategic investments. Topics are also embedded in the work of Committees.

While the Board and its Committees oversee strategy and strategic planning, management is charged with executing the business strategy. To monitor performance against the Company’s strategic goals, the Board receives regular updates and actively engages in dialogue with the Company’s senior leaders.

The Board’s oversight and management’s execution of business strategy are intended to help promote the creation of long-term stockholder value in a sustainable manner, with a focus on assessing both opportunities available to us and risks that we may encounter.

Board Oversight of Risk

The Board oversees our enterprise risks. Management, who is responsible for day-to-day risk management, conducts a risk assessment of Weber’s business at least annually. The risk assessment process is global in nature and has been developed to identify and assess Weber’s current and emerging risks, including the nature of the risk, as well as to identify steps to mitigate and manage each risk, as needed.

While risk oversight is a full Board responsibility, the responsibility for oversight of the risk process has been delegated to the Audit Committee. As such, one of the leaders of the risk assessment process is the Chief Accounting Officer, who reports to the Chair of the Audit Committee. The Audit Committee and the full Board at each of their regularly scheduled meetings receive an update on the current status and action items previously identified to mitigate and manage the key enterprise risks.

The results of the risk assessment are reviewed with the Audit Committee and the full Board. The centerpiece of the assessment is the discussion of key risks which includes the potential magnitude and likelihood of each risk. As part of the process for assessing each risk, management identifies the nature of the risk, the potential impact of the risk, and management’s initiatives to manage the risk.

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The results of the risk assessment are then integrated into the Board’s processes, including the potential for further assessments of the risk via internal audit reviews or other actions of the Board, its Committees and management. The Audit Committee monitors the status of these actions to ensure that Weber’s key senior executives responsible for the matters are addressing them appropriately. Through this process, each key risk is reviewed at least annually, with many topics reviewed on several occasions throughout the year.

The Board and the Audit Committee are particularly focused on cybersecurity risk oversight, including response planning, incident recovery and business continuity considerations. To this end, the Company’s management has an approximately monthly Information Governance Steering Committee meeting, co-chaired by the Chief Information Officer, Chief Human Resources Officer and General Counsel, which oversees cybersecurity, data privacy and related regulatory compliance and risks for management, which it reports to the Audit Committee. Cybersecurity and information technology was an agenda item presented by either our CEO (who previously served as Chief Information Officer) or our Chief Information Officer at five Audit Committee meetings during 2022; the Audit Committee chair, in turn, provided a summary of this information to the full Board at four Board meetings. All of our current Directors have information security experience and the Company has an information security and training program for its employees.

In addition, adjustments are made to Board and Committee agendas throughout the year so that enterprise risks are reviewed at the relevant times. This process facilitates the Board’s ability to fulfill its oversight responsibilities of Weber’s risks in a timely and effective manner.

Plurality Voting for Directors

Our bylaws contain a plurality voting standard for the election of Directors. Furthermore, the stockholders agreement we entered into with the individuals and entities that were members of Weber-Stephen Products LLC before the Reorganization (collectively, the “Pre-IPO LLC Members) provides that until the Pro-IPO LLC Members no longer beneficially own a majority of the aggregate outstanding shares of our common stock, the Pre-IPO LLC Members are able to designate a majority of the nominees for election to our Board, including the nominee for election to serve as Chair of our Board. If Pre-IPO LLC Members beneficially own less than 50% of the aggregate number of outstanding shares of our common stock, such designation rights will be proportionately reduced—for example, if the size of our Board is nine members, Pre-IPO LLC Members may designate: four nominees, if they beneficially own between 40% and 50% of the aggregate number of outstanding shares of our common stock; three nominees, if they beneficially own between 30% and 40% of the aggregate number of outstanding shares of our common stock; two nominees, if they beneficially own between 20% and 30% of the aggregate number of outstanding shares of our common stock; and one nominee, if they beneficially own between 10% and 20% of the aggregate number of outstanding shares of our common stock.

Notwithstanding the above, the Pre-IPO LLC Members have not utilized this right of nomination in connection with the Annual Meeting.

Director Independence

The Board has determined that all current Directors (other than Ms. Rainko and Mr. Stephen) are independent based on NYSE standards.

The Board also considers from time to time commercial ordinary-course transactions as it assesses independence status, including transactions relating to selling product and marketing arrangements. The Board has concluded that these transactions did not impair Director independence for a variety of reasons including that the amounts in question were considerably under the thresholds set forth in our independence standards and the relationships were not deemed material.

Attendance at Annual Meetings

All incumbent Directors are encouraged to attend the Annual Meeting of Stockholders.

Code of Conduct/Ethics

We have adopted the Code of Business Conduct and Ethics applicable to Directors and employees of the Company (including the CEO, CFO, other named executive officers (“NEOs”), and Chief Accounting Officer). Any amendments to, or waivers of, the Code of Business Conduct and Ethics applicable to our Directors or executive officers (including the CEO, CFO, other NEOs, and Chief Accounting Officer) will be posted on www.weber.com. There have been no waivers of code of ethics in 2022, and we have made no amendments to the code of ethics since the Reorganization.

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Availability of Corporate Governance Documents

Copies of the Corporate Governance Guidelines, the Charters of the Audit and Compensation Committees of the Board, and the Code of Business Conduct and Ethics can be found on the Weber investor relations website at investors.weber.com, under the “Governance” tab. Stockholders may also request a free copy of these documents from Weber’s Investor Relations Department at 1415 S. Roselle Road, Palatine, Illinois 60067 (phone: (847) 654-2660) or investors@weber.com.

Board and Committee Membership

The Board routinely reviews Board composition to ensure that it has the right balance of skills to fulfill its oversight obligations for Stockholders. As part of that process, the Board considers current tenure and potential retirements.

As of September 30, 2022, the Board had the following standing Committees in 2022: (i) Audit; and (ii) Compensation.

Audit Committee

Susan T. Congalton, Martin McCourt and Magesvaran Suranjan are the members of the Audit Committee. Ms. Congalton and Mr. Suranjan have each served in that capacity for the full fiscal 2022 year. Mr. McCourt has been on the Audit Committee since August 4, 2022, replacing Mr. Stephen who stepped down from the Audit Committee. Ms. Congalton has been the chair of the Audit Committee throughout 2022. Pursuant to a written charter, the Audit Committee, among other things, assists the Board in its oversight of (i) the integrity of the Company’s financial statements and effectiveness of the Company’s internal controls; (ii) the qualifications, independence and performance of the Company’s independent auditor; (iii) the performance of the Company’s internal audit function; (iv) the Company’s compliance with legal and regulatory requirements; and (v) the Company’s policies and practices with respect to risk assessment and risk management, including with respect to information technology and cybersecurity. The Board and the Audit Committee are particularly focused on cybersecurity risk oversight, including response planning, disaster recovery and business continuity considerations. The Audit Committee was briefed on information technology and cybersecurity five times in 2022.

The Audit Committee, or its Chair, also pre-approves all audit and permitted non-audit engagements and services by the independent registered public accounting firm and its affiliates. The Audit Committee also has the sole authority to appoint, subject to Stockholder ratification, or replace the independent registered public accounting firm, which directly reports to the Audit Committee, and is directly responsible for the compensation and oversight of the independent registered public accounting firm. As part of the annual auditor engagement process, the Audit Committee considers whether to rotate the independent registered public accounting firm. Ernst & Young LLP rotates its lead audit engagement partner every five years for public company clients and the Audit Committee has direct and meaningful involvement in the selection of the lead engagement partner. In fact, Weber engaged a new lead engagement partner from Ernst & Young LLP for fiscal year 2022.

Ms. Congalton, Mr. McCourt, Mr. Suranjan, and Mr. Stephen have each been determined by the Board to be an “audit committee financial expert,” as that term is defined in Item 407(d)(5) of SEC Regulation S-K. The Board has determined that Ms. Congalton, Mr. McCourt and Mr. Suranjan meet the definition of independence under our Corporate Governance Guidelines and the requirements of the NYSE. Under Rule 10A-3 of the Securities Exchange Act of 1934, the Company was entitled to rely on applicable transition rules and exemptions available to a newly public company within the meaning of the New York Stock Exchange rules. Until August 4, 2022, the Company relied on this transition exemption such that one of its three Audit Committee members, Mr. Stephen, was not independent. Mr. Stephen is a former executive officer of Weber (he served as CEO until 2013). The Audit Committee transitioned to a fully independent committee on August 4, 2022, prior to the time required by the rules. The Audit Committee met nine times in 2022.

Compensation Committee

Martin McCourt, Elliott Hill and Melinda R. Rich are the members of the Compensation Committee. Mr. McCourt has been the chair of the Compensation Committee throughout 2022. Pursuant to a written charter, the Compensation Committee, among other things: (a) reviews and approves the compensation of Executive Officers, as defined by the SEC; (b) identifies, reviews and approves corporate goals and objectives relevant to executive officer compensation; (c) reviews and approves the Company’s peer companies and data sources for purposes of evaluating the Company’s compensation competitiveness and establishing the appropriate competitive positioning of the levels and mix of compensation elements; (d) evaluates each Executive Officer’s

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performance in light of such goals and objectives and determines each Executive Officer’s compensation based on such evaluation, including such other factors as the Compensation Committee deems appropriate and in the best interests of the Company; (e) determines any long-term incentive component of each Executive Officer’s compensation; (f) reviews and evaluates the Company’s executive compensation and benefits policies generally; and (g) reviews the Company’s management succession planning, including policies for Chief Executive Officer selection and succession in the event of the incapacitation, retirement or removal of the Chief Executive Officer, and evaluations of, and development plans for, any potential successors to the Chief Executive Officer. The Compensation Committee may form and delegate authority to subcommittees or the Compensation Committee chair when appropriate. The Compensation Committee met five times in 2022.

The Compensation Committee also approves all engagements and services to be performed by any consultants or advisors to the Compensation Committee. In July 2021, the Compensation Committee retained Frederic W. Cook (“FW Cook”) as an independent compensation consultant to provide guidance on post-Offering compensation design. Since the Offering, and through 2022, FW Cook is serving as the Compensation Committee’s primary compensation consultant and helps it and the Company design our executive compensation and equity incentive programs. The compensation consultant reports directly to the Compensation Committee. Prior to retaining any such consultant, or other advisor, the Compensation Committee must consider whether the work of such consultant or other advisor would raise a conflict of interest according to the independence factors enumerated by the NYSE, as well as any other factors the Compensation Committee determines to be relevant. Other than the work it performs for the Compensation Committee and the Board, FW Cook does not provide any consulting services to Weber or its executive officers. For additional information about the independence of the Compensation Committee’s consultant, refer to “Compensation Discussion and Analysis — Compensation Approach — Independence.”

The Board has determined that each member of the Compensation Committee meets the definition of independence under our Corporate Governance Guidelines and the requirements of the NYSE and further qualifies as a non-employee Director for purposes of Rule 16b-3 under the Securities Exchange Act of 1934. The members of the Compensation Committee are not current or former employees of Weber, are not eligible to participate in any of our executive compensation programs, do not receive compensation that would impair their ability to make independent judgments about executive compensation, and are not “affiliates” of the Company, as defined under Rule 10c-1 under the Securities Exchange Act of 1934.

The Compensation Committee is charged with overseeing the review and assessment of risks arising from Weber’s compensation policies and practices. This includes the Compensation Committee’s annual review of our compensation program for design features considered to encourage excessive risk taking and Weber’s approach to those features. As part of its review, the Compensation Committee also assesses perspectives from independent experts and regulators. Weber uses a number of approaches to mitigate excessive risk taking, including significant weighting towards long-term incentive compensation, emphasizing qualitative goals in addition to a variety of quantitative metrics, equity ownership guidelines and clawback policies. As a result of this review, together with input from the independent compensation consultant, the Compensation Committee determined that the risks arising from Weber’s compensation policies and practices for our employees are not reasonably likely to have a material adverse effect on Weber.

For additional information about the Compensation Committee’s processes for establishing and overseeing executive compensation, refer to “Item 11—Compensation Discussion and Analysis—Compensation Approach.”

Compensation Philosophy and Objectives

Our executive compensation program has been designed to motivate, reward, attract and retain high caliber management deemed essential to ensure, and capitalize on, our success. The program seeks to tightly align executive compensation with our short- and long-term business objectives, business strategy and company-wide financial performance. Our compensation program is designed to achieve the following objectives:

Our compensation philosophy is designed to reflect the following general principles:

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Determination of Compensation

We maintain a written charter for the Compensation Committee that establishes, among other things, the Compensation Committee’s purpose and its responsibilities with respect to executive compensation. The charter of the Compensation Committee also provides that the Compensation Committee shall, among other things, assist the Board in its oversight of executive compensation, management development and succession, director compensation and executive compensation disclosure.

Elements of Compensation

Our executive compensation program consists of the following elements: base salary, annual incentive compensation, long-term incentive compensation, severance and other benefits potentially payable upon termination of employment or in connection with a change in control, health, welfare and retirement benefits and perquisites, each established as part of our program in order to achieve the compensation objective outlined below with respect to each element.

Our weighting of base compensation, annual incentive compensation, long-term incentive compensation and other elements of compensation is based on peer considerations within each of those categories.

Compensation Approach

Our compensation approach is based on (a) driving independent decision-making, (b) utilizing Compensation Peer Group (defined below) data to appropriately benchmark compensation, and (c) following a consistent, rigorous compensation target setting process. Each is described more fully below.

Independence

Our Compensation Committee is responsible for administering the compensation program for executive officers of Weber. The members of the Compensation Committee are independent as none of the Compensation Committee members are current or former employees of Weber, and they are not eligible to participate in any of our executive compensation programs. For more information, see “Board and Committee Membership — Compensation Committee.”

In the months prior to the Offering, the Compensation Committee utilized PricewaterhouseCoopers LLC (“PwC”) to advise on the design of our post-Offering 2022 executive compensation and equity incentive programs. Because PwC provides additional consulting services to the Company, in connection with the Offering we retained FW Cook to act as our independent compensation consultant to advise the Compensation Committee. FW Cook works directly for the Compensation Committee, and, pursuant to Company policy, is prohibited from providing any consulting or other services to Weber or our executive officers other than the work performed on behalf of the Compensation Committee or the Board. The Compensation Committee has considered the independence of FW Cook in light of SEC rules and NYSE listing standards. In connection with this process, the Compensation Committee has reviewed, among other items, a letter from FW Cook addressing the independence of FW Cook and the members of the consulting team serving the Compensation Committee and concluded that the work performed by FW Cook and its senior advisor involved in the engagement did not raise any conflict of interest.

Compensation Committee Interlocks and Insider Participation

No member of the compensation committee was an employee or officer of the Company during 2022, is a former officer of the Company, or had any other relationship with us requiring disclosure herein. During the last fiscal year, none of our executive officers served as: (1) a member of the compensation committee (or other committee of the Board of Directors performing equivalent functions or, in the absence of any such committee, the entire Board of Directors) of another entity, one of whose executive officers served on our compensation committee; (2) a director of another entity, one of whose executive officers served on our compensation committee; or (3) a member of the compensation committee (or other committee of the Board of Directors performing equivalent functions or, in the absence of any such committee, the entire Board of Directors) of another entity, one of whose executive officers served on our Board of Directors.

Peer Groups and Competitive Positioning

In connection with 2022 compensation decisions, we used a compensation peer group to benchmark our compensation against comparable companies (the “Compensation Peer Group”). In particular, the Compensation Committee reviewed companies which it determined Weber generally competes with for talent, and are of similar size and relevant industry. The Compensation Peer Group consisted of:

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The Compensation Committee determined the Compensation Peer Group, taking into account objective screening criteria for a variety of factors and considering a variety of criteria, including companies that (i) are in the same or similar lines of business, (ii) compete for the same customers with similar products and services, and (iii) are within a reasonable range in terms of percentile rank of Weber for key financial metrics such as revenue, pre-tax income, total assets, total equity, total employees, market capitalization, and composite percentile rank.

Process

Compensation Plans and Designs

NEO compensation includes a combination of annual cash and long-term incentive compensation. Annual cash compensation for NEOs is comprised of base salary and the annual incentive compensation paid under the AICP (as defined below). Long-term incentives after the Offering consist of awards granted under the Incentive Plan (as defined below). We apply the same compensation philosophy and approach in determining the compensation for all of our NEOs, including the CEO. The Compensation Committee also exercises appropriate business judgment in how it applies the standard approaches to the facts and circumstances associated with each NEO.

Base Salary

The base salaries of our NEOs are an important part of their total compensation package, and are set to reflect their respective positions, duties and responsibilities. Base salary is a visible and stable fixed component of our compensation program. Although we believe that a substantial portion of each executive officer’s total compensation should be “at risk,” we also recognize the importance of setting base salaries at levels that will attract, retain and motivate top talent. In setting annual base salary levels, we take into account competitive considerations, individual performance, experience and internal pay equity. As of the end of fiscal year 2022 (or, in the case of Messrs. Scherzinger and Warren, as of the date of their departure from the Company), our NEOs were entitled to the following base salaries:

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Annual Incentive Compensation

The Compensation Committee considers annual incentive bonuses to be an important “at risk” component of Weber’s compensation program. During 2022, our NEOs were eligible for annual incentive bonuses equal to a percentage of base salary under our Annual Incentive Compensation Program (the “AICP”) based on the Company’s achievement of applicable performance goals, subject to approval of the final payout amount and form of payment by the Compensation Committee. The Compensation Committee selected financial metrics of Net Sales, Adjusted EBITDA, and Inventory Turns to encourage top line growth, improved profitability, and efficient working capital management. For our 2022 AICP, the performance goals and actual performance levels applicable to our NEOs, and the payout as determined by the Compensation Committee, were as set forth below.

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Due to challenging economic conditions, none of our NEOs earned bonuses under the 2022 AICP. Mr. Scherzinger and Mr. Warren were no longer employed by the Company at the end of the fiscal year and thus were not eligible for an AICP bonus in any event The target bonus and the actual annual incentive bonus are set forth below:

Long-Term Incentive Compensation

We view long-term incentive compensation as a critical component of our balanced total compensation program. Long-term incentive compensation provides an incentive to our employees to contribute to the long-term growth and development of our business. Prior to our Offering, this took the form of profits interest grants and/or phantom equity grants under our LTIP (as defined below). In connection with our Offering, and as described below, we adopted the Incentive Plan (as defined below), under which our employees (including our NEOs) may receive long-term incentive compensation going forward.

As further described below, all of the 2022 long-term incentive opportunity for our NEOs was provided through equity awards granted pursuant to our Incentive Plan, which the Compensation Committee believes best achieves the Company’s compensation objectives.

Pre-IPO Equity Awards

Profits Units

Prior to our Offering, four of our NEOs were granted awards of profits interests in Weber-Stephen Products LLC, which were held by them indirectly through Weber-Stephen Management Pool LLC (“Profits Units”). All Profits Units were restructured as part of the Reorganization Transactions in connection with our Offering, but otherwise remain outstanding. We do not intend to grant additional Profits Units.

The number of Profits Units awarded to a particular executive was designed to reflect a percentage of profit participation that we believed was appropriate in light of that person’s position, duties and responsibilities. The Profits Units generally vest in three equal annual installments, in each case subject to the applicable holder’s continued employment through the applicable vesting date, provided that upon a termination for cause (as defined in the applicable award agreement) or a breach of restrictive covenants, all Profits Units held by the applicable holder (whether vested or unvested) will be forfeited (for more detail regarding the vesting terms applicable to the Profits Units, see the footnotes to the “Outstanding Equity Awards at Fiscal Year-End Table” below). The Profits Units are eligible for accelerated vesting upon a change in control (as described in more detail in “Potential Payments Upon Termination or Change in Control” below).

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The Profits Units were granted in multiple tranches, each of which is subject to a different distribution threshold. The tranches are subject to distribution thresholds that exceed the implied equity value of the Company at the time of grant, which were established in order to incentivize higher levels of performance (for more detail regarding the distribution thresholds applicable to the Profits Units, see the footnotes to the “Outstanding Equity Awards at Fiscal Year-End Table” below).

Pursuant to the Merger Agreement, at the Effective Time, all then outstanding Profit Units, whether vested or unvested, will remain outstanding and continue to be subject to the same terms and conditions as immediately prior to the Effective Time, as set forth in the relevant agreements.

LTIP

As noted above, prior to our Offering, certain of our NEOs received long-term incentive compensation in the form of Profits Units. However, certain of our NEOs instead participated in in the Amended and Restated Weber-Stephen Products LLC Management Incentive Compensation Plan (the “LTIP”).

The purpose of the LTIP was to enhance the Company’s performance through the efforts of certain key executives and management personnel by providing them with long-term incentive compensation opportunities based on the achievement of specific performance criteria, and which compensation opportunities were also tied to the value of the Company over time.

Under the LTIP, participants were eligible to receive an award each year based on the achievement of certain corporate performance goals over a three-year performance period. A participant’s target award value under the LTIP was equal to his or her base salary multiplied by a multiplier, with a threshold award value and a maximum award value. At the beginning of the applicable performance period, a participant’s target award value was converted into a target number of “Unit Interests,” which were phantom equity interests that corresponded to a common unit of Weber-Stephen Products LLC. The target number of Unit Interests that a participant received was determined by dividing the participant’s target award value by three, and then dividing that value by the per Unit Interest value (which is determined in accordance with a formula set forth in the LTIP) as of the beginning of the applicable performance period.

The number of Unit Interests that a participant earned was determined based on performance during the applicable performance period. Earned Unit Interests were then settled in cash on a future date based on the per Unit Interest value at that time. During the time that the earned Unit Interests were held, the holder was entitled to cash payments per Unit Interest equal to any cash distributions received by holders of common units of Weber-Stephen Products LLC.

In connection with our Offering, (i) all vested LTIP awards were replaced with vested restricted stock units (“RSUs”) and (ii) in order to resolve issues associated with maintaining unvested LTIP awards under their current terms following our Offering, all unvested LTIP awards were replaced with time vesting RSUs (with the number of RSUs determined based on the level at which the performance vesting terms had been tracking under the existing unvested LTIP awards) (such replacement awards under (i) and (ii), collectively, the “Replacement Awards”). The Replacement Awards will settle on the same schedule as the LTIP awards and, once vested, will receive dividend equivalents at the same time that our stockholders receive dividends. We do not intend to grant additional awards under the LTIP.

Pursuant to the Merger Agreement, at the Effective Time, all then outstanding Replacement Awards, whether vested or unvested, will remain outstanding and continue to be subject to the same terms and conditions as immediately prior to the Effective Time, as set forth in the Replacement Award agreements.

Post-IPO Equity Awards

Omnibus Incentive Plan

In connection with our Offering, we adopted the Weber Inc. Omnibus Incentive Plan (the “Incentive Plan”). The Incentive Plan provides for the grant of equity-based awards to our employees, consultants and non-employee directors.

Based on the Compensation Committee’s review, each of our NEOs was granted equity-based awards under the Incentive Plan for 2022 with an intended value of 200% of such individual’s base salary, 50% of which was granted in the form of stock options and 50% of which was granted in the form of RSUs. These awards vest in equal annual installments over three years, with the first installment vesting on October 14, 2022, subject to continued employment through the applicable vesting date (the “2022 LTI Awards”). In addition, Mr. Warren was granted a supplemental award of RSUs in connection with his promotion to President, Americas, which were to vest in equal annual installments over two years, with the first installment vesting on November 19, 2022, subject to continued employment through the applicable vesting date (the “Promotion LTI Award”). Set forth below are the number of stock options and RSUs that each of our NEOs was granted in 2022. In connection with their departures, Messrs. Scherzinger and Warren forfeited all such awards.

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Administration

The Incentive Plan is administered by the Compensation Committee, unless another committee is designated by the Board (such administrator, the “Committee”). The Committee has the authority to, among other actions, determine eligible participants, the types of awards to be granted, the number of shares covered by any awards, the terms and conditions of any awards (and to amend any terms and conditions) and the methods by which awards may be settled, exercised, cancelled, forfeited or suspended.

Shares Reserved; Adjustments

The maximum number of shares of our Class A common stock available for issuance under the Incentive Plan may not exceed in the aggregate 22,694,608 shares, subject to adjustment as described below. Any shares underlying substitute awards and shares remaining available for grant under a plan of an acquired company will not reduce the number of shares available under the Incentive Plan, and any shares underlying awards that are forfeited, cancelled, expired, terminated or are otherwise lapsed, in whole or in part, will become available for future grant under the Incentive Plan.

In the event of certain changes in our corporate structure, including any extraordinary dividend or other distribution, recapitalization, stock split, reorganization, merger, consolidation, spin-off, or other similar corporate transaction or event affecting our Class A common stock, or changes in applicable laws, regulations or accounting principles, the Committee will make appropriate adjustments to prevent undue enrichment or harm to the number and type of shares available for issuance, the number and type of shares subject to awards, and to the grant, purchase, exercise or hurdle price for any award.

Non-Employee Director Limits

Under the Incentive Plan, the maximum number of shares of our Class A common stock subject to an award granted during a single fiscal year to any non-employee director, taken together with any cash fees paid during the fiscal year, in respect of the director’s service as a member of the Board during such year, shall not exceed $750,000 in total value.

Stock Options

The Incentive Plan permits the grant of incentive stock options to employees and/or nonstatutory stock options to all eligible participants. The exercise price of stock options may not be less than the fair market value of our Class A common stock on the grant date. Each stock option agreement will set forth the vesting schedule of the options and the term of the options, which may not exceed 10 years. The Committee will determine the method of payment of the exercise price. To the extent a stock option is not previously exercised as to all of the shares of our Class A common stock subject thereto, and, if the fair market value of one share of our Class A common stock is greater than the exercise price then in effect, then the stock option shall be deemed automatically exercised immediately before its expiration.

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Stock Appreciation Rights

The Incentive Plan permits the grant of stock appreciation rights, which entitle the holder to receive shares of our Class A common stock or cash having an aggregate value equal to the appreciation in the fair market value of our Class A common stock between the grant date and the exercise date, times the number of shares of our Class A common stock subject to the award. The exercise price of stock appreciation rights may not be less than the fair market value of our Class A common stock on the date of grant. To the extent a stock appreciation right is not previously exercised as to all of the shares of our Class A common stock subject thereto, and, if the fair market value of one share of our Class A common stock is greater than the exercise price then in effect, then the stock appreciation right shall be deemed automatically exercised immediately before its expiration.

Restricted Stock and RSUs

The Incentive Plan permits the grant of restricted stock and RSUs. Restricted stock awards are grants of shares of our Class A common stock, subject to certain conditions and restrictions as specified in the applicable award agreement. RSUs represent the right to receive shares of our Class A common stock (or a cash amount equal to the value of our Class A common stock) on future specified dates. The Committee will determine the form or forms in which payment of the amount owing upon settlement of an RSU may be made.

Performance Awards

The Incentive Plan permits the grant of performance awards which are payable upon the achievement of performance goals determined by the Committee. The Committee may, in its discretion, increase or reduce the amount of a settlement otherwise to be made in connection with a performance award.

Other Stock-Based Awards

The Incentive Plan permits the grant of other stock-based awards, the terms and conditions of which will be determined by the Committee and specified in the applicable award agreement.

Termination of Service

In the event of a participant’s termination of service, as defined in the Incentive Plan, the Committee may determine the extent to which an award may be exercised, settled, vested, paid or forfeited prior to the end of a performance period, or the vesting, exercise or settlement of such award.

Change in Control

In the event of a change in control, as defined in the Incentive Plan, the Committee may take certain actions with respect to outstanding awards, including the continuation or assumption of awards, substitution or replacement of awards by a successor entity, acceleration of vesting and lapse of restrictions, determination of the attainment of performance conditions for performance awards or cancellation of awards in consideration of a payment.

Dissolution or Liquidation

In the event of the dissolution or liquidation of our company, each award will be terminated immediately prior to the consummation of such action, unless otherwise determined by the Committee.

No Repricing

Except pursuant to an adjustment by the Committee permitted under the Incentive Plan, no action may directly or indirectly reduce the exercise or hurdle price of any award established at the time of grant without stockholder approval.

Plan Amendment or Termination

The Committee has the authority to amend, suspend, discontinue or terminate the Incentive Plan, provided that no such action may be taken without stockholder approval if the approval is necessary to comply with a tax or regulatory requirement or other applicable law for which the Committee deems it necessary or desirable to comply. No amendment may in general adversely and materially affect a participant’s rights under any award without such participant’s written consent.

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Term of the Plan

No awards may be granted under the Incentive Plan after the Board terminates the plan, the maximum number of shares available for issuance has been issued or 10 years from the effective date, whichever is earlier.

Pursuant to the Merger Agreement, at the Effective Time, all then outstanding unvested RSUs (other than Director RSU awards, as described below) and options will remain outstanding and continue to be subject to the same terms and conditions as immediately prior to the Effective Time, as set forth in the Incentive Plan.

Other Benefits and Perquisites

We provide the following benefits to our executive officers on the same basis as other eligible employees:

In addition, we provide the following supplemental benefits to our executive officers:

We believe these benefits are generally consistent with those of companies with which we compete for executive talent.

Employment and Severance Arrangements

We have entered into employment agreements with each of our NEOs, which provide for certain severance entitlements in connection with a qualifying termination of employment, including (other than for Messrs. Hahn and Herr) certain enhanced severance entitlements upon a qualifying termination in connection with a change in control. We believe these severance entitlements are generally consistent with those of companies with which we compete for executive talent.

In addition, we are party to a retention agreement with Mr. Herr that provides for the payment of certain retention bonuses subject to his continued employment through the applicable retention dates. This agreement was entered into in order to bring Mr. Herr’s compensation in line with our other NEOs given that he was not granted Profits Units.

In connection with their departures, Messrs. Scherzinger and Warren have entered into separation agreements, and Mr. Horton has also entered into a separation agreement in connection with his upcoming departure.

The terms of the employment agreements with our NEOs, the retention agreement with Mr. Herr, and the separation agreements with Messrs. Scherzinger, Warren and Horton are described in “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table—Employment and Severance Arrangements” below.

Stock-Related Policies

Practices Regarding Granting of Options

The Compensation Committee reviews and approves individual option grants to executives. We do not have any program, plan or practice to time “off-cycle” awards in coordination with the release of material non-public information. All option awards made to our NEOs, or any of our other employees, are made pursuant to our Incentive Plan. The exercise price of options under the Incentive Plan is set at the closing trading price on the date of grant. We do not have any program, plan or practice of awarding options and setting the exercise price based on the closing stock price on a date other than the grant date, and we do not have a practice of determining the exercise price of option grants by using average prices (or lowest prices) of our common stock in a period preceding, surrounding or following the grant date. All grants to NEOs are approved by the Compensation Committee.

No Derivative or Short Sale Transactions or Pledging Shares

Employees and directors are prohibited from engaging in any derivative transactions (including transactions involving options, puts, calls, prepaid variable forward contracts, equity swaps, collars and exchange funds or other derivatives) that are designed to hedge or speculate on any change in the market value of the Company’s equity securities. The Company also prohibits directors and employees from shorting the Company’s stock. The Company also prohibits employees and directors from pledging Company securities in any circumstance, including by purchasing Company securities on margin or holding Company securities in a margin account. These policies are designed to ensure compliance with relevant SEC regulations, including insider trading rules.

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Clawback Provisions

We maintain clawback provisions relating to equity awards. Such awards for an employee are forfeited upon a termination for cause or a breach of non-competition, non-solicitation, confidentiality or other restrictive covenants that may apply to such employee. Each of our NEOs is subject to restrictive covenants (as described below) which are implicated by these clawback provisions.

Stock Ownership Guidelines

In 2022, the Company established robust share ownership guidelines to strengthen the ongoing and continued link between the interests of our non-employee Directors and NEOs, on one hand, and our Shareholders, on the other. Non-employee Directors are expected to own shares with a value equal to at least five times their annual cash retainers. The CEO is expected to own shares with a value equal to at least six times his base salary. The other NEOs are expected to own shares with a value equal to at least three times their base salary. If an individual is not on track to achieve 50% of their ownership requirement following the third year from the guidelines’ inception, then they will be required to retain 50% of the after-tax, net stock proceeds received from vestings and distributions. If an individual has not achieved 100% of their ownership requirement after five years from the plan’s inception, then they will be required to retain 100% of the after-tax, net stock proceeds received from vestings and distributions until the required ownership level is achieved.

Employee Stock Purchase Plan

In connection with our Offering, we adopted the Weber Inc. Employee Stock Purchase Plan (the “ESPP”). The ESPP provides our employees and employees of participating subsidiaries (including the NEOs) with an opportunity to acquire a proprietary interest in our Company through the purchase of shares of our Class A common stock at a discounted price. The purpose of the plan is to encourage our employees to purchase stock and become Stockholders. The plan allows participants to buy Weber stock at a 15% discount to the market price. The ESPP is currently not intended to qualify as an “employee stock purchase plan” under Section 423 of the Internal Revenue Code. The Compensation Committee terminated the ESPP on December 9, 2022.

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Tax and Accounting Considerations

As a general matter, we review and consider the various tax and accounting implications of compensation programs we utilize.

Section 162(m) of the Internal Revenue Code (“Section 162(m)”) generally disallows public companies a tax deduction for compensation in excess of $1,000,000 paid to their chief executive officer, their chief financial officer and the three other most highly compensated executive officers (excluding the chief executive officer or the chief financial officer). Section 162(m) applies to corporations with any class of common equity securities required to be registered under Section 12 of the Securities and Exchange Act of 1934. While the Company may take account of the implications of Section 162(m) among all factors reviewed in making compensation decisions, the Company will not limit compensation to those levels or types of compensation that will be deductible if it determines that a certain level of compensation is consistent with its philosophy and is in our and the stockholders’ best interests. Accordingly, some portion of the compensation paid to a Company executive may not be tax deductible by us under Section 162(m).

CEO Pay Ratio

We are required by SEC rules and regulations to disclose the annual total compensation for our CEO and an estimate of the median annual total compensation for our worldwide employee population excluding our CEO, and the ratio of annual total compensation for our CEO to the annual total compensation for our median employee (the “Pay Ratio Disclosure”).

For the year ended September 30, 2022, the estimated median annual total compensation of all employees of the Company (other than the Chief Executive Officer) was $39,306. Mr. Matula’s annual total compensation for 2022 for purposes of the Pay Ratio Disclosure was $1,611,475, as set forth in the Summary Compensation table below. Based on this information, for 2022, the ratio of the compensation of the Chief Executive Officer to the median annual total compensation of all other employees was estimated to be 41 to 1.

To identify, and to determine the annual total compensation of, the median employee, we used the following methodology:

With respect to the annual total compensation of the “median employee”, we identified and calculated the elements of such employee’s compensation in accordance with SEC rules and regulations. With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of the Summary Compensation Table.

Compensation Committee Report

As detailed in its charter, the Compensation Committee oversees our compensation program on behalf of the Board. In the performance of its oversight function, the Compensation Committee, among other things, reviewed and discussed with management the Compensation Discussion and Analysis set forth in this proxy statement. Based upon the review and discussions referred to above, the Compensation Committee recommended to the Board the Compensation Discussion and Analysis that is included in this proxy statement.

COMPENSATION COMMITTEE

Martin McCourt, Chair

Elliott Hill

Melinda R. Rich

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Summary Compensation Table

The table below presents compensation information for individuals who served as our CEO and CFO during fiscal 2022, for each of the other three most highly-compensated individuals who were serving as executive officers at the end of fiscal 2022, and for an additional two individuals who would have been among our three most highly-compensated individuals who were serving as executive officers at the end of fiscal 2022 but for the fact that they ceased serving as executive officers prior to the end of fiscal 2022. It is important to note that the information required by the Summary Compensation Table does not necessarily reflect the target or actual compensation for our NEOs in 2022, 2021 or 2020.

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Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

Employment and Severance Arrangements

We have entered into employment agreements with each of our NEOs, as further described below. We have also entered into separation agreements with Messrs. Horton, Scherzinger and Warren, as further described below under “Potential Payments Upon Termination or Change in Control”.

Named Executive Officers Other than Steffen Hahn and Hans-Jurgen Herr

The employment agreements with our NEOs other than Messrs. Hahn and Herr provide for (i) an initial base salary, (ii) an annual target cash bonus opportunity, (iii) eligibility to receive equity awards under the Incentive Plan, (iv) participation in our retirement and health and welfare benefits, (v) for Mr. Scherzinger, reimbursement of up to $25,000 in attorneys’ fees incurred in connection with negotiating his employment agreement, and (vi) certain payments and benefits in connection with a qualifying termination of employment or change in control.

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For a description of the payments and benefits our NEOs (other than Messrs. Hahn and Herr) would be entitled to receive under their employment agreements in connection with a qualifying termination of employment or change in control, see “Potential Payments Upon Termination or Change in Control” below.

Steffen Hahn

The employment agreement with Mr. Hahn provides for (i) an initial base salary, (ii) eligibility for an annual cash bonus, and (iii) a car allowance. His employment agreement requires six (6) months’ prior written notice by either party in order to terminate, unless Mr. Hahn is terminated due to gross misconduct or a serious breach of his employment agreement.

For a description of the payments and benefits Mr. Herr would be entitled to receive under his employment agreement in connection with a qualifying termination of employment, see “Potential Payments Upon Termination or Change in Control” below.

Hans Jurgen Herr

The employment agreement with Mr. Herr provides for (i) an initial base salary, (ii) eligibility for an annual cash bonus, (iii) a company car for business and personal use and (iv) a life insurance policy. His employment agreement requires twelve (12) months’ prior written notice by either party in order to terminate, unless Mr. Herr is terminated for cause (which is not specifically defined but does include, at a minimum, a breach of his obligations regarding confidentiality and scope of duties).

In addition, Mr. Herr is party to a retention bonus agreement providing that Mr. Herr will be paid (i) an initial retention bonus of 1,040,000 EUR on September 30, 2020 (which has been paid to him) and (ii) a second retention bonus of 1,320,000 EUR on September 30, 2022 (which has been paid to him), provided that if he resigns for any reason or is terminated for cause prior to September 30, 2023, he will be required to repay such retention bonus.

For a description of the payments and benefits Mr. Herr would be entitled to receive under his employment agreement and retention bonus agreement in connection with a qualifying termination of employment, see “Potential Payments Upon Termination or Change in Control” below.

Retirement Benefits

We maintain a tax-qualified defined contribution plan (the “401(k) Plan”) in which U.S.-based employees of the Company, including our U.S.-based NEOs, are eligible to participate. Under the 401(k) Plan, participants may defer a portion of their annual compensation on a pre-tax basis. In addition, the Company makes matching employer contributions to the 401(k) Plan at the Company’s election. During our fiscal year ended September 30, 2022, all of our NEOs other than Messrs. Hahn and Herr (who are based outside of the U.S. and not eligible to participate in the 401(k) Plan) participated in the 401(k) Plan.

Restrictive Covenants

Each of our NEOs (other than Messrs. Hahn and Herr) is subject to 12-month post-termination (or, in the case of Mr. Scherzinger, 24-month post-termination) non-competition restrictions, 12-month post-termination customer and employee non-solicitation restrictions, perpetual confidentiality restrictions and invention assignment restrictions. Mr. Hahn, who is based in Sweden, is subject to perpetual confidentiality restrictions, 9-month post-termination non-competition restrictions, 9-month post-termination customer non-solicitation restrictions and 6-month post-termination employee non-solicitation restrictions. Mr. Herr, who is based in Germany, is subject to perpetual confidentiality restrictions, and non-competition restrictions that apply during the 12-month notice period in connection with a termination of his employment.

Outstanding Equity Awards at Fiscal Year-End Table

The following table sets forth information concerning outstanding equity awards for our NEOs as of the end of our fiscal year ended September 30, 2022. In connection with their departures, Messrs. Scherzinger and Warren forfeited all of their options and unvested equity awards.

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RSUs that are vested in respect of Replacement Awards and are deferred are generally settled, at the election of the holder, either (i) in four equal annual installments beginning on the second anniversary following the vesting date or (ii) in a lump sum on the tenth anniversary of the first day of the vesting period. Notwithstanding the foregoing, upon a change in control (as defined in the Incentive Plan), or a termination for any other reason other than for cause (as defined in the applicable award agreement), the RSUs may be settled on an accelerated schedule. In addition, upon a termination for cause (or if the Company determines that the holder could have been terminated for cause) or the holder’s breach of any restrictive covenants, the RSUs will be forfeited.

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Potential Payments Upon Termination or Change in Control

The below table sets forth information regarding contractual payments that would be made to our NEOs upon the occurrence of certain termination and/or change in control events. In estimating the value of such payments, the table assumes that the NEO’s employment was terminated and/or the applicable change in control occurred, in each case on September 30, 2022 (other than for Messrs. Scherzinger and Warren, whose departures are described in more detail below).

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Severance and Change in Control Benefits Under Employment and Severance Arrangements

Named Executive Officers Other than Steffen Hahn and Hans-Jürgen Herr

The employment agreements entered into with our NEOs (other than Messrs. Hahn and Herr) provide that if their employment is terminated by the Company without cause or by them for good reason (each as defined in their employment agreements), they are entitled to receive, subject to their execution of a general release of claims, (i) 12 months (or, in the case of Mr. Matula, 18 months, and in the case of Mr. Scherzinger, 24 months) of salary continuation (ii) a lump sum pro rata target annual bonus for the year of termination and (iii) 12 months of continued participation in the Company’s health plan at active employee rates. In addition, if their employment is terminated by the Company without cause or by them for good reason within 24 months following a change in control (as defined in the Incentive Plan), they are entitled to receive, subject to their execution of a general release of claims, (i) a lump sum payment equal to 12 months (or, in the case of Mr. Matula, 18 months, and in the case of Mr. Scherzinger, 24 months) of base salary, (ii) an amount equal to the greater of (x) the annual bonus that they earned for the year prior to the year of termination and (y) their target annual bonus, (iii) 12 months of continued participation in the Company’s health plan at active employee rates and (iv) full vesting of any equity awards held by them (provided that any performance-based equity awards will vest at “target” level).

In connection with Mr. Scherzinger’s termination of employment on July 24, 2022, Mr. Scherzinger entered into a separation agreement with the Company providing for severance consistent with the severance protections under his employment agreement, plus reimbursement of up to $26,000 in legal expenses associated with the negotiation of his separation agreement.

In connection with Mr. Warren’s termination of employment on August 12, 2022, Mr. Warren entered into a separation agreement with the Company providing for severance consistent with the severance protections under his employment agreement.

In connection with Mr. Horton’s termination of employment on January 31, 2023, Mr. Horton entered into a separation agreement with the Company providing for (i) a bonus of $375,000, subject to his agreement to provide transition support through January 31, 2023 and (ii) reimbursement of up to $10,000 in legal fees in connection with the negotiation of his separation agreement.

Steffen Hahn

Pursuant to Mr. Hahn’s employment agreement, if Mr. Hahn’s employment is terminated, Mr. Hahn will be entitled to continue to receive the difference between his monthly income paid by the Company at the time of his termination and the (lower) income he earns or could have earned from other employment or business, not to exceed 60% of his monthly income at the time of his termination (calculated as his average monthly base salary plus cash bonus, if any, which he has received during the 12 months preceding his termination of employment), provided that this amount will only payable for the period during which his 9-month post-termination non-compete restriction is in force and observed by him.

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Hans-Jürgen Herr

Pursuant to Mr. Herr’s employment agreement, if Mr. Herr’s employment is terminated by the Company without cause, Mr. Herr will be entitled to receive a lump sum payment equal to two times base salary and bonus, calculated on the basis of the average of salary and bonus payments made in the last three calendar years prior to the delivery of the notice of termination.

Accelerated Vesting of Profit Units

Each of the Profits Unit agreements with our NEOs provides that upon a change in control (as defined in the Incentive Plan), any outstanding and unvested Profits Units will become fully vested, subject to the applicable NEO’s continued employment through the date of such change in control.

Accelerated Vesting of Replacement Awards

Each of the Replacement Award agreements with our NEOs provides that upon a change in control (as defined in the Incentive Plan), or upon a termination due to death or disability, any outstanding and unvested RSUs underlying the Replacement Award will vest.

Accelerated Vesting of Other RSUs and Options

Each of the non-Replacement Award RSU agreements and option agreements with our NEOs provides that upon a termination due to death or disability, any such outstanding and unvested RSUs and options will vest.

Director Compensation Policy

We maintain a non-employee Director compensation policy, under which non-employee Directors receive an annual cash retainer of $75,000, plus an additional annual cash retainer as follows: Board chair: $50,000; Audit Committee chair: $25,000; Audit Committee member: $10,000; Compensation Committee chair: $15,000; and Compensation Committee member: $7,500. In addition, since August 29, 2022, Ms. Congalton and Mr. Suranjan have each received a monthly retainer of $20,000 as members of the Special Committee.

Non-employee Directors also receive an annual award of RSUs (a “Director RSU Award”) with an intended value at grant of $125,000, to be made on or about the date of our annual Stockholder meeting, and vesting upon the earlier of (i) one year following the grant date and (ii) the subsequent annual meeting. Pursuant to the Merger Agreement, a the Effective Time, all outstanding Director RSU Awards will accelerate in full and be canceled, with the holder thereof being entitled to receive, in respect of such cancellation, without interest, an amount in cash equal to (i) the number of Shares subject to such Director RSU Award immediately prior to the Effective Time multiplied by (ii) the Merger Consideration.

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