CMC DEF 14A Report ended Jan. 14, 2026

☐

Preliminary Proxy Statement

☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material Pursuant to §240.14a-12

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No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

When

Wednesday, January 14, 2026,
10:00 a.m. Central Time
(“CT”)

Where

Virtual meeting via live audio webcast

Register in advance at: www.proxydocs.com/CMC

Who Can Vote

Stockholders of record at the
close of business on
November 17, 2025

How to Vote: It is important that your shares be represented and voted at the Annual Meeting. We urge you to vote by using any of these methods.

Via the Internet:

www.proxypush.com/CMC

By Telephone:

1-866-362-4503

By Mail:

Mark, sign, date and mail your proxy card in the postage-paid envelope provided.

At the Annual Meeting:

Attend the Annual Meeting and vote your shares during the live webcast.

Proposal

Page

Board Vote Recommendation

1

Election of three director nominees to serve as Class I directors until the 2029 annual meeting of stockholders

18

FOR each of the
director nominees

2

Ratification of the appointment of Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending August 31, 2026

81

FOR

3

Advisory vote on executive compensation

83

FOR

Any other business that may properly come before the 2026 annual meeting of stockholders (the “Annual Meeting”)

Important Notice Regarding the Availability of Proxy Materials for the 2026 Annual Meeting of Stockholders:

The Proxy Statement and Annual Report are available free of charge at www.proxydocs.com/CMC . Please reference the control number on your proxy card and on the Notice Regarding the Availability of Proxy Materials.

Proxy Statement for Annual Meeting of Stockholders

1

Proposal 2: Ratification of Appointment of Independent

Registered Public Accounting Firm

81

Proxy Statement Summary

2

Proposal 3: Advisory Vote on Executive Compensation

83

Information About the Meeting and Voting

11

Equity Compensation Plans

84

Security Ownership of Certain Beneficial Owners and Management

16

2027 Annual Meeting and Stockholder Proposals

85

Proposal 1: Election of Directors

18

Other Business

85

Corporate Governance; Board and Committee

Matters

28

Appendix A: Reconciliation of Non-GAAP Financial

Measures

A- 1

Sustainability at CMC

35

Frequently Referenced Topics

Compensation Committee Report

41

Board Committees

31

Compensation Discussion and Analysis

42

Director Qualifications and Skills

33

Executive Compensation

56

Fiscal Year 2025 Summary Compensation Table

56

Compensation Committee Interlocks and Insider

Participation

77

Pay Versus Performance

69

Certain Relationships and Related Party Transactions

78

Audit Committee Report

79

Q:

Why did my household receive only one copy of the Notice Regarding the Availability of Proxy Materials or proxy materials?

A:

In addition to furnishing proxy materials electronically, we take advantage of the SEC’s “householding” rules to reduce the delivery cost of materials. Under such rules, only one Notice Regarding the Availability of Proxy Materials or, if you have requested paper copies, only one set of proxy materials is delivered to multiple stockholders sharing an address unless we have received contrary instructions from one or more of the stockholders. If you are a stockholder sharing an address with another stockholder and wish to receive a separate Notice Regarding the Availability of Proxy Materials or separate copy of our proxy materials, you may so request by contacting our Corporate Secretary of CMC at (214) 689-4300 or by mail to 6565 North MacArthur Blvd., Suite 800, Irving, Texas 75039. A separate copy will be promptly provided following receipt of your request, and you will receive separate materials in the future. If you currently share an address with another stockholder but are nonetheless receiving separate copies of the materials, you may request delivery of a single copy in the future by contacting our Corporate Secretary at the contact information shown above.

Q:

Who is entitled to vote at the Annual Meeting?

A:

Only stockholders of record as of the close of business on November 17, 2025 are entitled to notice of and to attend and/or vote at the Annual Meeting or any postponements or adjournments of the Annual Meeting. Each share of our common stock is entitled to one vote for each director to be elected and one vote for each of the other proposals.

Q

How can I attend the 2026 Annual Meeting?

A:

As permitted by Delaware law and the Company’s amended and restated bylaws, the Annual Meeting will be held solely as a virtual meeting via live audio webcast. You must register in advance at www.proxydocs.com/CMC to receive a unique link to gain access to attend the Annual Meeting.

Q:

How can I vote my shares?

A:

You can vote your shares in one of four ways:

The Control Number provided on your voting information form or proxy card is necessary to vote. Please review the materials provided to you and vote as soon as possible.

Q:

How can I revoke my proxy or substitute a new proxy or change my vote?

A:

You may revoke your proxy, substitute a new proxy, or change your vote by:

If you are a beneficial owner of shares, you may submit new voting instructions by contacting your broker or other holder of record.

Q:

How many shares must be present to conduct the Annual Meeting?

A:

We must have a “quorum” to conduct the Annual Meeting. A quorum is a majority of the outstanding shares of common stock entitled to vote at the Annual Meeting, represented in person or by proxy. Abstentions and broker non-votes will be counted for the purpose of determining whether a quorum is present. As of the close of business on November 17, 2025, the record date for determining stockholders entitled to vote at the Annual Meeting, there were 111,047,945 shares of our common stock, par value $0.01 per share, outstanding, not including approximately 18,012,719 treasury shares. There were no shares of our preferred stock outstanding on November 17, 2025.

Q:

How do I vote if I cannot attend the virtual Annual Meeting?

A:

By voting your shares by telephone or the Internet by following the instructions on the Notice Regarding the Availability of Proxy Materials or, if you requested a printed copy of our proxy materials, by signing, dating and returning the proxy card you received, you will enable Peter R. Matt, Paul J. Lawrence and Jody K. Absher, each of whom is named on the proxy card as a “Proxy Holder,” to vote your shares at the Annual Meeting in the manner you indicate. When you vote your shares by proxy, you can specify whether your shares should be voted for or against each of the director nominees identified in Proposal 1. You can also specify how you want your shares voted with respect to Proposals 2 and 3, which are described elsewhere in this proxy statement.

Management of the Company is not aware of any matters other than those described in this proxy statement that may be presented for action at the Annual Meeting. If you vote by proxy and any other matters are properly presented at the Annual Meeting for consideration, the Proxy Holders will have discretion to vote for you on those matters.

Q:

How may I submit questions at the virtual Annual Meeting?

A:

We are committed to ensuring that our stockholders have similar opportunities to participate in our virtual Annual Meeting as they would at an in-person meeting. To submit questions at the Annual Meeting, you must first register in advance at www.proxydocs.com/CMC prior to the deadline of January 12, 2026 at 5:00 p.m. (CT). Upon completing your registration, you will receive further instructions via e-mail, including your unique link that will allow you to access the Annual Meeting and will also permit you to submit questions. The Control Number provided on your voting information form or proxy card is necessary to access the virtual meeting site. All questions must be submitted in advance of the Annual Meeting by January 12, 2026 at 5:00 p.m. (CT). In order to ensure an efficient and organized meeting, stockholders will not be permitted to ask questions that were not submitted in advance of the Annual Meeting.

Appropriate, pre-submitted questions related to the business of the Annual Meeting (the proposals being voted upon) will be answered during the Annual Meeting, subject to time constraints. Any such questions that cannot be answered during the Annual Meeting due to time constraints will be posted and answered on the Investors section of our website as soon as practical after the Annual Meeting. More information regarding the question and answer process, including the number and

types of questions permitted, the time allotted for questions, and how questions will be recognized and answered are found in the rules of conduct for the Annual Meeting, which will be available at www.proxydocs.com/CMC .

Q:

What if during the check-in time or during the Annual Meeting I have technical difficulties or trouble accessing the virtual meeting website?

A:

We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual Annual Meeting website. If you encounter any difficulties accessing the virtual Annual Meeting website during the check-in or meeting time, please call the technical support number that will be posted on the Annual Meeting login page and included in the meeting access e-mail. Registration support is also available by directing your question(s) to the e-mail address displayed on the registration page.

Q:

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

A:

If your shares are registered in your name with our transfer agent, Broadridge Corporate Issuer Solutions, Inc., you are the “stockholder of record” of those shares, and the materials have been provided directly to you by CMC.

In contrast, if you purchased your shares through a bank, broker, trust or other nominee, the bank, broker, trust or other nominee is the “stockholder of record” of those shares. Generally, when this occurs, the bank, broker, trust or other nominee automatically puts your shares into “street name,” which means that the bank, broker, trust or other nominee holds your shares in its name or another nominee’s name and not in your name, but keeps records showing you as the real or “beneficial owner.” If you hold shares beneficially in “street name,” the materials have been forwarded to you by your bank, broker, trust or other holder of record.

Q:

What are broker non-votes?

A:

A broker non-vote occurs when a bank, broker, trust or other nominee does not vote on a particular proposal because the bank, broker, trust or other nominee does not receive voting instructions from the beneficial owner and does not have the discretion to direct the voting of the shares. Broker non-votes are included in the number of shares present at the Annual Meeting for purposes of determining a quorum. Broker non-votes are not counted as votes cast either “for” or “against” a director nominee’s election and are not counted for purposes of determining the voting power with respect to a particular proposal. As described below, banks, brokers, trusts and other nominees will not have discretion to vote on the election of directors or the advisory vote on executive compensation.

Q:

Will my shares be voted if I do not provide instructions to my bank, broker, trust or other nominee?

A:

If you are the beneficial owner of shares held in “street name” by a bank, broker, trust or other nominee, the bank, broker, trust or other nominee, as the record holder of the shares, is required to vote those shares in accordance with your instructions. Under applicable New York Stock Exchange (“NYSE”) rules, if you hold your shares through a bank, broker, trust or other nominee, and your bank, broker, trust or other nominee delivers this proxy statement to you, but you do not give instructions to the bank, broker, trust or other nominee, the bank, broker, trust or other nominee does not have the discretion to vote on the election of directors or the advisory vote on executive compensation. THEREFORE, UNLESS YOU PROVIDE VOTING INSTRUCTIONS TO THE BANK, BROKER, TRUST OR OTHER NOMINEE HOLDING SHARES ON YOUR BEHALF, THE BANK, BROKER, TRUST OR OTHER NOMINEE WILL NOT HAVE DISCRETIONARY AUTHORITY TO VOTE YOUR SHARES ON THESE PROPOSALS. We strongly encourage you to vote your proxy or provide voting instructions to the bank, broker, trust or other nominee so that your vote on these matters will be counted.

Under NYSE rules, if you hold your shares through a bank, broker, trust or other nominee and your bank, broker, trust or other nominee delivers this proxy statement to you, but you do not give instructions to the bank, broker, trust or other nominee, the bank, broker, trust or other nominee will have the discretion to vote on the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending August 31, 2026.

Q:

What are the proposals and what is the required vote for each?

A:

Pursuant to our Corporate Governance Guidelines, in an uncontested election of directors, any director nominee who has a greater number of votes “against” his or her election than votes “for” such election is required to promptly tender his or her resignation following certification of the stockholder vote. Such resignation will be effective only upon the acceptance

thereof by our Board, and such director will continue in office until such resignation is accepted or, if not accepted, until such director’s successor shall have been elected and qualified. The Nominating and Corporate Governance Committee of the Board (the “Nominating and Corporate Governance Committee”) shall promptly consider the tendered resignation and a range of possible responses based on the circumstances, if known, that led to the election results and recommend to our Board whether to accept or reject the resignation offer or whether other action should be taken with respect thereto. Our Board will act upon such recommendation(s) within 120 days following certification of the stockholder vote and shall promptly disclose its decision regarding whether to accept the director’s resignation offer.

Any director who tenders a resignation pursuant to our Corporate Governance Guidelines shall not participate in either the Nominating and Corporate Governance Committee’s deliberations or recommendation or our Board’s deliberations, in each case regarding whether to accept the resignation offer or take other action. If directors who have tendered resignations constitute a majority of the directors then in office, then, with respect to each tendered resignation, all directors, other than the director who tendered the particular resignation under consideration, may participate in the deliberations and action regarding whether to accept or reject the tendered resignation or to take other action with respect thereto.

Q:

What are the recommendations of our Board?

A:

Our Board recommends that you vote:

Q:

Who will count the votes at the Annual Meeting?

A:

We have retained BetaNXT to provide hosting services related to the Annual Meeting and to assist as master tabulator and inspector of election.

Q:

What happens if the Annual Meeting is adjourned?

A:

If we adjourn the Annual Meeting, we will conduct the same business at the adjourned meeting, and our Board can decide to set a new record date for determining stockholders entitled to vote at the adjourned meeting, or decide to only allow the stockholders entitled to vote at the original meeting to vote at the adjourned meeting. According to CMC’s amended and restated bylaws, when a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place, if any, and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken. However, if the date of any adjourned meeting is more than 30 days after the date for which the meeting was originally scheduled to take place, notice of the place, if any, date, and time of the adjourned meeting and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting must be given to each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date for stockholders entitled to vote is fixed for the adjourned meeting, our Board will fix a new record date for notice of such adjourned meeting and will give notice of the adjourned meeting to each stockholder entitled to vote at such adjourned meeting as of the record date fixed for notice of such adjourned meeting.

Q:

Whom can I contact if I have questions?

A:

If you have any questions about the Annual Meeting or how to vote your shares, please call the office of our Corporate Secretary at (214) 689-4300.

Q:

Where can I find the voting results?

A:

We plan to report the voting results in a Current Report on Form 8-K, which we expect to file with the SEC ( www.sec.gov ) within four business days of the Annual Meeting.

Name and Address

Amount and
Nature of Beneficial
Ownership

Percent of
Class

BlackRock, Inc. (1)

50 Hudson Yards
New York, NY 10001

13,705,272

12.3

%

12.3

%

The Vanguard Group (2)

100 Vanguard Blvd.
Malvern, PA 19355

12,640,764

11.4

%

Dimensional Fund Advisors LP (3)

6300 Bee Cave Road, Building One
Austin, TX 78746

7,611,397

6.9

%

State Street Corporation (4)

One Congress Street, Suite 1
Boston, MA 02114

6,037,475

5.4

%

Name

Owned Shares
of Common
Stock

Percentage of
Common Stock
Beneficially Owned

Directors and Director Nominees (excluding Mr. Matt)

Dennis V. Arriola

5,016

(1)

*

Lisa M. Barton

22,640

*

Dawne S. Hickton

539

(2)

*

Gary E. McCullough

25,468

*

John R. McPherson

23,267

(3)

*

Tandra C. Perkins

3,897

(4)

*

Sarah E. Raiss

100,548

(5)

*

Charles L. Szews

60,620

*

Robert S. Wetherbee

11,057

*

Named Executive Officers

*

Peter R. Matt

83,423

*

Paul J. Lawrence

190,181

*

Kekin M. Ghelani

2,818

*

Jody K. Absher

58,411

*

Jennifer J. Durbin

59,357

*

All directors, director nominees and executive officers as a group (15 persons)

692,594

(6)

*

Dawne S. Hickton

Chair, Chief Executive Officer, and President of Cumberland Additive, Inc.

Age: 68

Committees:

Director Since: 2025

Experience:

Since June 2022, Ms. Hickton has served as Chair, Chief Executive Officer, and President of Cumberland Additive, Inc., a private company focused on new technologies for specialty metals additive manufacturing. From June 2019 to June 2022, Ms. Hickton served as Executive Vice President and President, Critical Mission Solutions, a division of Jacobs Solutions Inc. (formerly Jacobs Engineering Group Inc.), an international technical professional services firm. Ms. Hickton was previously the Chief Executive Officer of RTI International Metals, Inc., a vertically integrated global supplier of titanium mill products and fabricated metal components for the aerospace, defense, and energy industries. Ms. Hickton also serves on the boards of directors of Elevra Lithium Limited and of VMO Aircraft Leasing.

Qualifications:

As a current chief executive officer and former chief executive officer of a publicly traded company, Ms. Hickton brings to the Board chief executive leadership experience, as well as extensive operational, commercial, financial, and strategic experience in manufacturing and government services. Her experience from service on other public company boards provides our Board with a broad range of perspectives valuable to the further implementation of our overall growth strategy.

Other Current
Public Directorships:

Former
Public Directorships:

Peter R. Matt

President and Chief Executive Officer of CMC

Age: 63

Director Since: 2020

Experience:

Mr. Matt has served as the President and Chief Executive Officer of CMC since September 1, 2023 and previously served as President of CMC from April 2023 to August 2023. Prior to joining CMC, Mr. Matt served as Executive Vice President and Chief Financial Officer of Constellium N.V. (“Constellium”), a global aluminum fabrication company from 2016 to 2023. Prior to joining Constellium, Mr. Matt served as a Managing Partner for Tumpline Capital, LLC from 2015 to 2016. From 1985 to 2015, he held various leadership positions with Credit Suisse.

Qualifications:

Mr. Matt brings to the Board a wealth of financial, strategic, and executive managerial experience. He has previously helped engineer the turnaround of a global manufacturing company with extensive work on corporate and operational finance, financial planning, strategy, governance, and a range of other public company topics. Over his 30 years as a banker, he worked closely with a wide range of industrial companies, including a number of steel companies, across a range of financial and strategic products, including asset finance, restructuring, public and private debt and equity securities, and a variety of mergers and acquisitions transactions.

Robert S. Wetherbee

Executive Chairman of the Board and Former Chief Executive Officer of ATI Inc. *

Age: 66

Committees:

Director Since: 2023

Chairman of the Board of CMC since September 2024

* Mr. Wetherbee will retire as Executive Chairman of the Board of ATI Inc., effective May 14, 2026.

Experience:

Since July 1, 2024, Mr. Wetherbee has served as Executive Chairman of the Board of ATI Inc. (“ATI”), a publicly traded global producer of high-performance specialty materials and solutions for the global aerospace and defense markets, and critical applications in electronics, medical, and specialty energy. Previously, Mr. Wetherbee served as Chief Executive Officer of ATI from June 2023 to June 2024 and President and Chief Executive Officer of ATI from 2019 to June 2023. Mr. Wetherbee has been a member of the board of directors of ATI since 2019 and became Board Chair of ATI in 2021. Mr. Wetherbee previously served as Executive Vice President of ATI Flat Rolled Products Group from 2015 until 2018, and was the President of ATI Flat Rolled Products from 2014 until 2015. Prior to that, Mr. Wetherbee served as President and Chief Executive Officer of Minerals Technologies, Inc., a publicly traded, technology-driven specialty minerals company, from 2013 until 2014. He previously served as President of ATI’s tungsten business from 2010 until 2012, following a 29-year career with Alcoa in roles of increasing responsibility.

Qualifications:

As executive chairman of the board and former chief executive officer of a publicly traded company, Mr. Wetherbee brings to the Board substantial experience in executive leadership, public company governance, business development, and strategic planning. Over the course of his career, Mr. Wetherbee has held a variety of senior management positions and has obtained significant experience with respect to mergers and acquisitions, operational matters, implementation of new technologies, and value creating initiatives. With over 30 years of experience in the metals industry and an established track record of driving organic growth and delivering sustainable profitability, Mr. Wetherbee provides our Board with valuable industry insights and meaningful strategic guidance.

Other Current

Public Directorships:

Dennis V. Arriola

Former Chief Executive Officer of Avangrid, Inc.

Age: 64

Committees:

Director Since: 2024

Experience:

Mr. Arriola is an Operating Partner for Sandbrook Capital, a private investment firm that focuses on investments in global energy infrastructure. From 2020 to 2022, he held the position of Chief Executive Officer of Avangrid, Inc., a leading sustainable energy company with $41 billion in assets operating across 24 states. Mr. Arriola's professional career has also included key leadership roles in executive, operating, and financial functions at Sempra and SunPower Corporation.

Qualifications:

As the former chief executive officer of a publicly traded company, Mr. Arriola brings to the Board chief executive leadership experience, as well as extensive financial, audit, operational, and strategic planning experience gained from serving in a variety of roles throughout his career. His service on the boards of directors of other publicly traded companies provides our Board with a broad range of perspectives valuable to the further implementation of our overall strategy.

Other Current
Public Directorships:

John R. McPherson

Former Executive Vice President and Chief Financial & Strategy Officer of Vulcan Materials Company

Age: 57

Committees:

Director Since: 2022

Experience:

Mr. McPherson served as the Executive Vice President and Chief Financial & Strategy Officer of Vulcan Materials Company (“Vulcan Materials”), a publicly traded company principally engaged in the production, distribution, and sale of construction materials and industrial and specialty chemicals, from 2014 until 2018, as President of its East Region from 2012 until 2014 and as Senior Vice President, Strategy & Business Development from 2011 until 2012. Prior to joining Vulcan Materials, Mr. McPherson served from 1995 until 2011 in a variety of roles with McKinsey & Company, Inc. (“McKinsey”), including from 2007 through 2011 as a director (senior partner). From 1990 until 1993, Mr. McPherson worked with Goldman Sachs & Company as an investment banker.

Qualifications:

As a former chief financial officer, Mr. McPherson brings to the Board a comprehensive understanding of public company finance. Mr. McPherson also has extensive knowledge of audit, risk, compliance, and public company reporting requirements. Mr. McPherson’s years of experience as a consultant at McKinsey and as head of strategy at Vulcan Materials enable him to make valuable contributions to the oversight and implementation of the Company’s strategic objectives.

Former
Public Directorships:

Tandra C. Perkins

Senior Vice President, Chief Digital and Administrative Officer of The Phillips 66 Company

Age: 54

Committees:

Director Since: 2024

Experience:

Ms. Perkins is the Senior Vice President, Chief Digital and Administrative Officer at The Phillips 66 Company, a leading energy company and provider. From July 2020 to October 2022, she served as Vice Chair of Growth and Strategy for KPMG. Prior to this role, Ms. Perkins held several leadership positions within KPMG over the course of her 21-year tenure with the organization, including as partner-in-charge and other leadership positions at KPMG’s Houston office.

Qualifications:

Ms. Perkins brings to the Board strong business acumen and 30 years of professional experience across multiple industries including industrial manufacturing and energy. Her service as a chief digital and administrative officer provides our Board with knowledge of cybersecurity and information technology, enterprise services, and innovation. Ms. Perkins’ experience in growth and strategy enables her to make valuable contributions to implement the Company’s strategic objectives.

Lisa M. Barton

President and Chief Executive Officer of Alliant Energy Corporation

Age: 60

Committees:

Director Since: 2020

Experience:

Ms. Barton is the President and Chief Executive Officer of Alliant Energy Corporation (“Alliant Energy”), a public utility holding company. From 2022 to January 2024, she served as the President and Chief Operating Officer of Alliant Energy. From 2021 to 2022, she served as Executive Vice President and Chief Operating Officer for American Electric Power Company, Inc. (“AEP”), one of the largest electric energy companies in the U.S. From 2019 through 2020, Ms. Barton was Executive Vice President – Utilities for AEP. From 2011 through 2018, Ms. Barton served as Executive Vice President – AEP Transmission. During her tenure at AEP, she established AEP Transmission Holding Company and its affiliates, oversaw transmission operations, and grew and managed an $18 billion asset base. Prior to joining AEP, Ms. Barton worked for Northeast Utilities, Ransmeier and Spellman and Strategic Energy LLC.

Qualifications:

Ms. Barton brings to the Board extensive business knowledge and strong leadership, managerial, and strategic experience gained through her various roles at Alliant Energy and AEP. Her experience as an executive of publicly traded companies provides our Board with experience in the areas of financial planning and oversight, leadership, business planning and operations, financial and risk management, safety management systems, customer and regulatory matters, and strategic planning. Ms. Barton’s active participation in national forums on the subject of energy policy and her knowledge of cyber and physical security matters provides our Board with valuable insight into these areas.

Other Current

Public Directorships:

Gary E. McCullough

Retired – Former Chief Executive Officer of ARI Packaging, Inc.

Age: 66

Committees:

Director Since: 2021

Experience:

From 2014 to 2017, Mr. McCullough served as the Chief Executive Officer of ARI Packaging, Inc., an innovative provider of packaging solutions. From 2007 to 2011, Mr. McCullough was President, Chief Executive Officer and a member of the board of directors of Perdoceo Education Corporation (formerly Career Education Corporation). Prior thereto, Mr. McCullough served as President of Abbott Laboratories’ Ross Products Division. Before joining Abbott Laboratories, Mr. McCullough served as Senior Vice President-Americas for Wm. Wrigley Jr. Company and spent 13 years at The Procter & Gamble Company in brand and general management roles. Mr. McCullough also served as an Infantry Officer in the U.S. Army for five years, beginning as a Second Lieutenant and rising to the rank of Captain.

Qualifications:

Mr. McCullough brings to the Board significant executive and managerial expertise gained from experiences in various roles as a chief executive officer, president and senior executive with market-leading consumer and commercial companies. Mr. McCullough has significant experience in strategic planning and execution, organizational integration, and financial matters. His service on the boards of directors of other publicly traded companies provides our Board with a broad range of perspectives valuable to the further implementation of our overall strategy.

Other Current
Public Directorships:

Former
Public Directorships:

Charles L. Szews

Retired – Former President and Chief Executive Officer of Oshkosh Corporation

Age: 69

Committees:

Director Since: 2014

Experience:

From 2012 to 2015, Mr. Szews served as the Chief Executive Officer of Oshkosh Corporation (“Oshkosh”), a designer, manufacturer, and marketer of specialty vehicles and vehicle bodies. Mr. Szews also served at Oshkosh as President and Chief Executive Officer from 2011 to 2012, as President and Chief Operating Officer from 2007 to 2011 and as Executive Vice President and Chief Financial Officer from 1997 to 2007. Prior to joining Oshkosh, Mr. Szews held a series of executive positions with Fort Howard Corporation for eight years. Prior to Fort Howard Corporation, Mr. Szews was an auditor with Ernst & Young serving in various offices and capacities over a ten-year period.

Qualifications:

As the former chief executive officer of a large publicly traded corporation, Mr. Szews brings to the Board chief executive leadership experience, as well as extensive financial, audit, operational, strategic planning, and mergers and acquisitions experience gained from serving in a variety of roles throughout his career. Mr. Szews’ previous and current board positions at other publicly traded companies have provided him with many years of audit committee experience, including as chair. In addition, he brings vast experience in manufacturing, technology, and international markets that provide knowledge and insight into our Company’s global operations.

Other Current
Public Directorships:

Former
Public Directorships:

Our Board recommends a vote FOR the election of the nominees for director:
Dawne S. Hickton, Peter R. Matt, and Robert S. Wetherbee.

Full Board

ESG, strategic and other significant business risks are monitored by the full Board

Audit

Committee

Finance

Committee

Compensation

Committee

Nominating and

Corporate Governance

Committee

Oversees the management of risks relating to the integrity of financial reporting, business interruption and cybersecurity, and compliance with legal and regulatory requirements

Oversees the management of risks relating to capital allocation, liquidity, and the Company’s strategic business and capital plans

Oversees the management of risks relating to compensation design and attracting and retaining key employees

Oversees the management of risks associated with corporate governance, including director succession planning

Audit Committee

All members are independent

Members:

Meetings in 2025:

7

Responsibilities:

Our Board has a standing Audit Committee that performs the activities more fully described in the Audit Committee Report on page 79 . All members of the Audit Committee are financially literate under NYSE standards.

Ms. Hickton joined the Audit Committee on October 14, 2025. Ms. Raiss has decided to retire as a director of the Company and not stand for re-election, and as a result, her membership on the Audit Committee will terminate at the Annual Meeting.

Compensation Committee

All members are independent

Members:

Meetings in 2025:

5

Responsibilities:

Our Board has a standing Compensation Committee that is responsible for the matters described in the Compensation Committee’s charter, including (i) annually reviewing and approving corporate goals and objectives relevant to the compensation of the CEO and the other executive officers, (ii) evaluating the performance of the CEO and the other executive officers in light of those goals and objectives, and (iii) determining and approving the CEO’s compensation based on this evaluation as well as setting the compensation of the other executive officers following a review with the CEO of the CEO’s evaluation, recommendations, and decisions as to the performance and compensation of the other executive officers.

Additional responsibilities of the Compensation Committee are:

Mr. Wetherbee served as Chair of the Compensation Committee during fiscal year 2025 until January 14, 2025, when Mr. McCullough was appointed Chair of the Compensation Committee.

For further discussion of the Compensation Committee’s role in determining executive officer compensation, the role of executive officers in determining or recommending the amount or form of executive compensation, and the Compensation Committee’s engagement and use of an independent third-party compensation consultant, please see the “Compensation Discussion and Analysis” section beginning on page 42 .

Nominating and Corporate Governance Committee

All members are independent

Members:

Meetings in 2025:

5

Responsibilities:

Our Board has a standing Nominating and Corporate Governance Committee that is responsible for the matters described in the Nominating and Corporate Governance Committee’s charter, including:

Ms. Raiss has decided to retire as a director of the Company and not stand for re-election, and as a result, her membership on the Nominating and Corporate Governance Committee will terminate at the Annual Meeting.