Oil-Dri Corp of America

The Company’s executive officer compensation consists of three primary components: base salary, annual cash incentive compensation, and equity incentive compensation. Each of these components is intended to complement the others, and taken together, to satisfy the Company’s compensation objectives. The Compensation Committee considers a number of factors in setting compensation for its executive officers, including Company performance, the executive’s functional performance, experience and responsibilities, and, from time to time, the compensation of executive officers in similar positions in our peer group of companies. The Compensation Committee does not affirmatively set out in any given year, or with respect to any given NEO, to apportion cash and equity compensation in any specific ratio among the various categories of compensation (that is, between short and long-term compensation, between non-performance-based and performance-based compensation, or between cash and non-cash compensation). Rather, the Compensation Committee uses the philosophy described above and the other factors described in this Compensation Discussion and Analysis as a guide in assessing the proper allocation among those categories. The Compensation Committee believes that over-reliance on formulas can result in compensation that is unrelated to the value delivered by our executive officers because it does not take into account the specific performance of the executive officers, the relative size, growth, and performance of the Company, or any unique circumstances or strategic considerations of the Company.