ESCO TECHNOLOGIES INC Stock Compensation Disclosure

9.      Share-Based Compensation

We provide compensation benefits to certain key employees under several share-based plans providing for a combination of performance-based share unit (PSU) awards and time-vested restricted share unit (RSU) awards and to non-employee directors under a separate compensation plan. As of September 30, 2025, our equity compensation plans had a total of 808,103 shares authorized and available for future issuance.

Performance Share Unit (PSU) Awards and Time-Vested Restricted Stock Unit (RSU) Awards

The Company grants PSU awards with a three-year vesting period, with each PSU representing the right to receive one share of Company common stock if certain performance targets are achieved over a corresponding three-year performance period. Beginning in fiscal 2023, the targets were based on achieving certain EBITDA and Return on Invested Capital (ROIC) metrics and utilizing an rTSR modifier.

RSU awards represent the right to receive a specified number of shares of Company common stock if and when the award vests. Each RSU represents the right to receive one share of Company common stock if the recipient remains continuously employed by the Company until the award vests. RSU awards granted prior to fiscal 2023 were normally granted in the spring with full vesting approximately 3 ½ years after the effective award date, while RSU awards granted in fiscal 2023 were normally granted in the spring with vesting one-third at the end of each November beginning approximately 18 months after the award date, and RSU awards granted in fiscal 2024 and fiscal 2025 were normally granted in the fall with vesting one-third at the end of each November beginning approximately 12 months after the award date. The RSU award grants were valued at the stock price on the date of grant.

Pretax compensation expense related to the above awards was $9.3 million, $7.5 million and $7.6 million for 2025, 2024 and 2023, respectively.

The following summary presents information regarding outstanding share-based compensation awards as of the specified dates, and changes during the specified periods:

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Compensation Plan for Non-Employee Directors

In addition to an annual cash retainer, we provide each non-employee director with an annual equity award having a grant date market value of $180,000, based on the NYSE closing price of the Company’s stock on the date of grant. The award is in the form of Restricted Stock Units, each of which represents the right to receive one share of Company stock at the end of a one-year vesting period. At the end of the vesting period, each award will be converted into the right to receive the same number of actual shares of common stock, plus additional shares representing the value of the quarterly dividends which would have accrued on the underlying shares during the vesting period. Compensation expense related to the non-employee director grants was $1.4 million, $1.1 million and $1.3 million for 2025, 2024 and 2023, respectively.

Total Share-Based Compensation

The total share-based compensation cost that has been recognized in results of operations and included within SG&A was $10.7 million, $8.6 million and $8.9 million for 2025, 2024 and 2023, respectively. The total income tax benefit recognized in results of operations for share-based compensation arrangements was $2.1 million, $1.9 million and $1.3 million for 2025, 2024 and 2023, respectively. As of September 30, 2025, there was $11.8 million of total unrecognized compensation cost related to share-based compensation arrangements. That cost is expected to be recognized over a weighted-average period of 1.4 years.