ESCO Technologies (ESE) Proxy Filing summary

Executive summary

• Achieved record revenue, earnings, orders, and backlog in 2025, with revenue up 19%, GAAP EPS up 13%, and backlog up 71% over the prior year.

• Completed the acquisition of Signature Management & Power (now ESCO Maritime Solutions) and divested VACCO Industries, focusing on resilient, long-term growth markets.

• Maintains a strong balance sheet and liquidity, supporting both organic growth and further acquisitions.

Voting matters and shareholder proposals

• Election of three directors for three-year terms expiring in 2029.

• Advisory vote to approve executive compensation (Say-on-Pay).

• Approval of an amendment to the Employee Stock Purchase Plan, increasing the cap on shares purchased with company matching contributions from 275,000 to 350,000.

• Ratification of Grant Thornton LLP as independent registered public accounting firm for fiscal 2026.

Board of directors and corporate governance

• Board consists of eight directors, seven of whom are independent; all committee chairs are independent.

• Four of eight directors are diverse in gender and/or ethnicity; average tenure is 6 years.

• Board committees include Audit, Compensation, Governance, and Executive, each with defined charters and responsibilities.

• Annual board and committee self-assessments; robust director stock ownership guidelines.