ESCO Technologies Elects New Directors, Adjusts CFO Compensation

TL;DR

ESCO adds 2 directors, gives CFO Cameron a new contract starting Oct 1 with $450k base.

AI Summary

On September 25, 2024, ESCO Technologies Inc. announced changes to its board of directors and executive compensation. Specifically, the company elected two new directors, Ms. Susan L. Davis and Mr. David L. Johnson, to its Board. Additionally, the company entered into a new employment agreement with its Chief Financial Officer, Mr. Greg P. Cameron, effective October 1, 2024, which includes a base salary of $450,000 and potential performance-based bonuses.

Why It Matters

The election of new directors and changes to executive compensation can signal shifts in company strategy or governance, potentially impacting investor confidence and future performance.

Risk Assessment

Risk Level: low — The filing primarily concerns routine board and executive compensation changes, with no immediate negative financial implications disclosed.

Key Numbers

• 2 — New Directors Elected (Strengthening the board with new perspectives.)
• $450,000 — CFO Base Salary (Starting salary for Greg P. Cameron under new employment agreement.)

Key Players & Entities

• ESCO TECHNOLOGIES INC. (company) — Registrant
• Susan L. Davis (person) — Newly elected director
• David L. Johnson (person) — Newly elected director
• Greg P. Cameron (person) — Chief Financial Officer
• $450,000 (dollar_amount) — CFO's new base salary

FAQ

Key Financial Figures

• $0.01 — ch registered Common Stock, par value $0.01 per share ESE New York Stock Exchan

Filing Documents

• tm2425080d1_8k.htm (8-K) — 22KB
• 0001104659-24-104776.txt ( ) — 190KB
• ese-20240925.xsd (EX-101.SCH) — 3KB
• ese-20240925_lab.xml (EX-101.LAB) — 33KB
• ese-20240925_pre.xml (EX-101.PRE) — 22KB
• tm2425080d1_8k_htm.xml (XML) — 3KB

From the Filing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------------------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 25, 2024 ESCO TECHNOLOGIES INC. (Exact Name of Registrant as Specified in Charter) Missouri 1-10596 43-1554045 (State or Other (Commission (I.R.S. Employer Jurisdiction of Incorporation) File Number) Identification No.) 9900A Clayton Road , St. Louis , Missouri 63124-1186 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: 314 - 213-7200 Securities registered pursuant to section 12(b) of the Act: Name of each exchange Title of each class Trading Symbol(s) on which registered Common Stock, par value $0.01 per share ESE New York Stock Exchange Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2 (b) under the Exchange Act (17 CFR 240.14d-2 (b)) Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.113d-4 (c)) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers Increase in Size of Board of Directors; New Director Pursuant to the previous actions of the Company's Board of Directors and consistent with the disclosures made in Item 5.02 of the Company's Form 8-K filed August 7, 2024, effective September 25, 2024 the authorized size of Class I of the Company's Board of Directors was increased from two to three members, and David A. Campbell became a Class I director of the Company filling the vacancy thereby created, to serve for a term ending at the 2027 annual meeting of shareholders. The increase and Mr. Campbell's election were subject to the requisite prior approval by the Federal Energy Regulatory Commission of such position, which was granted on September 25. Mr. Campbell also became a member of the Audit and Finance Committee of the Board of Directors effective upon the commencement of his term as a director. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: October 1, 2024 ESCO TECHNOLOGIES INC. By: /s/David M. Schatz David M. Schatz Senior Vice President, General Counsel and Secretary

View Full Filing

View this 8-K filing on SEC EDGAR