Escalade (ESCA) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 6, 2025, to elect five directors, ratify the appointment of Grant Thornton, LLP as auditor, approve executive compensation by non-binding vote, and determine the frequency of future say-on-pay votes.

• Proxy materials distributed to shareholders, with voting available by mail, phone, or online.

• All directors attended 2024 meetings; three are independent, and two are executive officers.

Voting matters and shareholder proposals

• Shareholders will vote on electing five directors, ratifying Grant Thornton, LLP as auditor, approving executive compensation, and setting the frequency of future say-on-pay votes.

• Board recommends voting for all director nominees, for auditor ratification, for executive compensation, and for annual say-on-pay votes.

• No other shareholder proposals or nominations were received for this meeting.

• Proposals for the 2026 meeting must be received by February 4, 2026.

Board of directors and corporate governance

• Board consists of five members: three independent and two executive officers.

• Board committees: Audit, Compensation, and Nominating & Corporate Governance, all composed of independent directors.

• Board diversity policy ensures consideration of women and minority candidates for director roles.

• Board leadership structure includes a Chairman (CEO) and a Lead Independent Director.

• Directors receive annual retainers, committee fees, and restricted stock units; compensation increased for 2025.