EACO CORP
For the period ended Aug 31, 2025. Filed Nov 20, 2025.
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FY2025 · Filed Nov 20, 2025
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Item 11. Executive Compensation
The Compensation Committee is responsible for assisting with the establishment of the salary and annual bonuses paid to executive officers of EACO and administering EACO’s equity incentive plans, if any, including granting stock options to officers and employees of EACO. The Compensation Committee has not adopted a formal charter. The current members of the Compensation Committee are Messrs. Glen Ceiley and William Means.
The executive officers of EACO are Mr. Ceiley, the Company’s Chief Executive Officer and Chairman of the Board, and Mr. Michael Narikawa, the Company’s Chief Financial Executive and Principal Accounting Officer. Due to the nature of EACO’s operations and related consolidated financial results, no additional salary or other compensation for their service as officers of EACO was determined to be necessary, and no such compensation was provided to Mr. Ceiley or Mr. Narikawa during fiscal 2025 or fiscal 2024. However, both of them receive compensation from Bisco for their services provided to Bisco.
All compensation for the named executive officers for fiscal 2025 and fiscal 2024 was paid by Bisco. The compensation of named executive officers who serve as officers of Bisco are determined by Bisco’s Chairman of the Board, Glen Ceiley. Mr. Ceiley receives quarterly cash dividends in the amount of $19,125 on his shares of preferred stock of EACO and was paid a total of $76,500 during fiscal 2025.
Summary Compensation
The following table sets forth information regarding compensation earned from the Company (including from Bisco, our wholly-owned subsidiary) during fiscal 2025 and fiscal 2024 by (i) our Chief Executive Officer, and (ii) the two other most highly compensated executive officers who were employed by the Company (including Bisco) as of August 31, 2025 and whose total compensation exceeded $100,000 during that year. The officers listed below are collectively referred to as the “named executive officers” in this Annual Report.
| · · · · · · · · · · · · · · | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| · Fiscal · · · · · All Other · · | |||||||||
| Name and Principal Position · · Year · · Salary · · Bonus · · Compensation · · Total | |||||||||
| Glen F. Ceiley | 2025 | | $188,000 | (1) | $4,881 | | $5,228 | (2) | $198,109 |
| Chief Executive Officer and Chairman of the Board of EACO and Bisco | 2024 | | 188,000 | (1) | 4,338 | | 5,423 | (2) | 197,762 |
| Donald S. Wagner | 2025 | | 342,678 | 537,364 | | 17,006 | (3) | 897,048 | |
| President and Chief Operating Officer of Bisco | 2024 | | 314,672 | 123,291 | | 14,736 | (3) | 452,700 | |
| Zachary Ceiley | 2025 | | 254,403 | 487,013 | | 14,659 | (3) | 756,075 | |
| Executive Vice President of Bisco | 2024 | | 226,136 | 113,428 | | 14,703 | (3) | 354,267 | |
| (1) | Includes $18,200 consulting fees payable to Glen Ceiley’s spouse, Barbara Ceiley, in each of fiscal 2025 and fiscal 2024. |
| (2) | Consists of the Company’s matching contribution for Mr. G. Ceiley pursuant to the Company’s Section 401(k) plan. |
| (3) | Includes (i) auto allowance of $6,696 payable to each of Messrs. Z. Ceiley and Wagner in fiscal 2025 and fiscal 2024; (ii) Section 401(k) matching contributions of $7,963 and $8,007 payable to Mr. Z. Ceiley in fiscal 2025 and fiscal 2024, respectively; and (iii) Section 401(k) matching contributions of $10,310 and $8,040 payable to Mr. Wagner in each of fiscal 2025 and fiscal 2024, respectively. |
Outstanding Equity Awards at Fiscal Year-End
The Company did not grant any equity awards during fiscal 2025 to any named executive officer, and no outstanding equity awards were held by the named executive officers at August 31, 2025.
Director Compensation
The Company pays $12,000 per year in cash to each director who is not employed by EACO or its subsidiary as compensation for their Board services. In addition, directors who do not receive a salary from EACO or its subsidiaries receive a fee of $600 for each Board meeting attended. The Chairman of the Audit Committee receives a fee of $800 per meeting attended. No additional fees are paid to directors for attendance at meetings of the Audit Committee or the Compensation Committee of the Board.
The following table sets forth the compensation of certain Company directors for the year ended August 31, 2025. (See the above “Summary Compensation” for information regarding Mr. Ceiley).
| | | | | | | |
|---|---|---|---|---|---|---|
| · Fees Earned or · · | ||||||
| Director · · Paid in Cash · · Total | ||||||
| Stephen Catanzaro | | $19,200 | | $19,200 | ||
| William Means | | | 15,600 | | | 15,600 |
| Ellen Bancroft | | 17,400 | | 17,400 | ||
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