ESCO TECHNOLOGIES INC
For the period ended Jan 30, 2026. Filed Dec 10, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jan 30, 2026 · Filed Dec 10, 2025
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**UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C., 20549
**SCHEDULE 14A
(RULE 14a-101)
**INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
**PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
| Filed by the registrant | ☒ |
|---|---|
| Filed by a party other than the registrant | ☐ |
Check the appropriate box:
| ☐ | 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 Rule 14a-12 |
ESCO TECHNOLOGIES INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
| ☒ | No fee required. |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
ESCO Technologies Inc. 645 Maryville Centre Drive, Suite 300 St. Louis, MO 63141 Bryan Sayler Chief Executive Officer and President
December 10, 2025
Dear Fellow Shareholders,
I am pleased to invite you to attend our 2026 Annual Meeting of Shareholders of ESCO Technologies Inc., to be held on Friday, January 30, 2026 at our corporate headquarters in St. Louis, Missouri.
The accompanying Notice of Annual Meeting and Proxy Statement describe the items of business that will be discussed and voted on at the Meeting. We value your input and encourage you to review this material as well as our Annual Report for fiscal 2025 and to vote your shares of common stock. You have a choice of voting online, by telephone, by returning the enclosed proxy card by mail, or at the Meeting.
Backed by broad engineering expertise and a highly skilled workforce, ESCO is dedicated to the design and production of advanced solutions that enhance performance, reliability, and safety across the industries we serve. With a long-standing commitment to our customers, we focus on developing the next generation of technologies to address today’s most complex challenges.
In 2025, ESCO reached a pivotal milestone in its strategic evolution through two significant portfolio actions. We completed the acquisition of Signature Management & Power (SM&P) - now operating as ESCO Maritime Solutions (Maritime) - and the divestiture of VACCO Industries. These moves strengthen our presence in the Navy sector and narrow our focus in serving markets that offer resilient, long-term growth opportunities.
Overall, 2025 was a remarkable year for ESCO, as we again delivered record revenue, earnings, orders, and ending backlog. On a continuing operations basis, revenue increased 19 percent, GAAP EPS increased 13 percent, and ending backlog increased 71 percent over the prior year as we continued to see strong demand across our core defense and industrial markets.
On behalf of the Board of Directors and all of us at ESCO, thank you for your ongoing support.
Sincerely,
Bryan Sayler
Chief Executive Officer and President
ESCO TECHNOLOGIES INC.
645 Maryville Centre Drive, Suite 300, St. Louis, Missouri 63141
Notice of
ANNUAL MEETING
OF SHAREHOLDERS
St. Louis, Missouri
December 10, 2025
To the Shareholders of ESCO Technologies Inc.:
The 2026 Annual Meeting of the shareholders of ESCO Technologies Inc. will be held on Friday, January 30, 2026 at the Company’s corporate headquarters, located at 645 Maryville Centre Drive, Suite 300, St. Louis, Missouri 63141, beginning at 8:00 a.m. Central Standard Time, for the following purposes:
| 1. | To re-elect Patrick M. Dewar, Vinod M. Khilnani and Robert J. Phillippy to the Board of Directors of the Company for three-year terms expiring at the 2029 Annual Meeting; |
| 2. | To approve, on an advisory basis, the compensation of the Company’s executive officers; |
| 3. | To approve an amendment to the Company’s Employee Stock Purchase Plan; and |
| 4. | To ratify the appointment of the Company’s independent registered public accounting firm for the 2026 fiscal year. |
| Your Board of Directors recommends that you vote – | |
| ● | FOR each nominee for director, and |
| ● | FOR Proposals 2, 3 and 4. |
Shareholders of record at the close of business on November 24, 2025 are entitled to vote at the Meeting.
Information about each of the above Proposals, as well as instructions for voting and additional relevant information concerning the Company, are set forth in the accompanying Proxy Statement and in the “Important Notice Regarding the Availability of Proxy Materials” sent to all shareholders entitled to vote at the Meeting beginning on or about December 10, 2025.
By Order Of The Board Of Directors,
David M. Schatz
Senior Vice President, General Counsel and Secretary
| This Notice, the Proxy Statement attached to this Notice and our Annual Report to Shareholders for the fiscal year ended September 30, 2025 are available electronically at www.envisionreports.com/ESE and on our website at www.escotechnologies.com. | |
| Even if you plan to attend the Meeting in person, PLEASE VOTE: | |
| ● | Electronically via the Internet at www.investorvote.com/ESE; or |
| ● | By telephone within the United States, U.S. territories or Canada at 1 800 652 VOTE (8683); or |
| ● | If you requested paper or e-mail copies of the proxy materials, please complete, sign, date and return the proxy card. |
Proxy Statement
TABLE OF CONTENTS
| Proxy Statement Summary | 1 |
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| Meeting Information | 1 |
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| Proposals and Board Recommendations | 2 |
| Nominees for Director | 2 |
| Company Overview and Business Highlights | 3 |
| Governance Highlights | 4 |
| Executive Compensation Highlights | 4 |
| Voting | 6 |
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| How to Vote | 6 |
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| Required Vote | 6 |
| Proposal 1: Election of Directors | 8 |
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| Nominees for Terms Ending in 2029 | 8 |
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| Directors Continuing in Office | 11 |
| Board of Directors | 14 |
| Diversity and Tenure | 15 |
| Committees | 15 |
| Corporate Governance Information | 19 |
| Director Compensation | 21 |
| Proposal 2: Advisory Vote to Approve Executive Compensation | 25 |
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| Summary of Executive Compensation Program | 25 |
|---|---|
| Compensation Committee Report | 26 |
| Compensation Discussion and Analysis | 26 |
| Summary Compensation Table | 41 |
| Grants of Plan-Based Awards | 42 |
| Outstanding Equity Awards at Fiscal 2025 Year-End | 43 |
| 2025 Option Exercises and Stock Vested | 44 |
| Pension Benefits | 44 |
| Employment Agreements | 44 |
| Potential Payments Upon Termination or Change in Control | 45 |
| Pay Ratio Disclosure | 49 |
| Pay Versus Performance | 50 |
| Proposal 3: Approval of Amendment to the Company’s Employee Stock Purchase Plan | 55 |
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| Principal Features of the Plan | 55 |
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| Description of the Amendment | 57 |
| Other Equity Compensation Plan Information | 58 |
| Proposal 4: Ratification of Appointment of Independent Registered Public Accounting Firm | 59 |
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| Pre-Approval of Audit and Permitted Non-Audit Services | 59 |
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| Auditor Fees and Services | 59 |
| Audit and Finance Committee Report | 60 |
| Other Information | 61 |
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| Securities Ownership of Directors and Executive Officers | 61 |
| Securities Ownership of Certain Beneficial Owners | 62 |
| Shareholder Proposals | 62 |
| Forward-Looking Statements | 63 |
| Appendix A: Twelfth Amendment and Restatement of the ESCO Technologies Inc. Employee Stock Purchase Plan (Proposed) | 64 |
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| Appendix B: Participants in the 2024 Mercer Benchmark Database/Total Remuneration Survey: Executive | 69 |
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