Oil-Dri Corp of America
For the period ended Dec 8, 2026. Filed Oct 27, 2026.
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Dec 8, 2026 · Filed Oct 27, 2026
Contents
Pay Versus Performance
The following Pay Versus Performance (“PVP”) information presents the compensation of our NEOs in the Summary Compensation Table as well as Compensation Actually Paid (“CAP”) to our NEOs and certain performance measures prepared in accordance with Item 402(v) of Regulation S-K for each of fiscal years 2026, 2025, 2024, 2023 and 2022 (each, a “Covered Year”). In reviewing this information, please note that the CAP amounts do not necessarily represent actual compensation earned or realized by our NEOs in a given year but instead reflect the SEC’s particular view or formulation of a combination of realized pay (primarily for cash amounts) and realizable or accrued pay (primarily for equity awards). For further information concerning the Company’s pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to the Compensation Discussion and Analysis section above.
| Fiscal Year (a) | Summary Compensation Table ("SCT") Total for PEO($)(b)(1) | Comp. Actually Paid to PEO ($)(c)(1)(2) | Average SCT Total for Non-PEO NEOs ($)(d)(1) | Average Comp. Actually Paid to Non-PEO NEOs ($)(e)(1)(2) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return ($)(f)(3) | Value of Initial Fixed $100 Investment Based on Peer Group Total Shareholder Return ($)(g)(3)(4) | Net Income ($)(h)(4) |
|---|---|---|---|---|---|---|---|
| 2026 | $2,398,755 | $10,580,355 | $1,059,414 | $2,321,717 | $624.87 | $140.72 | $56,968,547 |
| 2025 | $2,295,850 | $8,824,590 | $1,642,672 | $2,693,263 | $350.93 | $113.62 | $53,996,333 |
| 2024 | $10,603,516 | $10,736,516 | $1,361,051 | $1,481,056 | $199.30 | $116.98 | $39,425,959 |
| 2023 | $3,297,023 | $5,678,773 | $1,144,205 | $2,164,395 | $188.86 | $111.13 | $29,551,441 |
| 2022 | $1,770,610 | $1,212,360 | $1,171,918 | $1,007,843 | $87.71 | $96.86 | $5,674,097 |
(1)Daniel S. Jaffee was our principal executive officer (“PEO”) for the full fiscal year for each of the Covered Years. Our non-PEO NEOs were Susan M. Kreh and Christopher B. Lamson for fiscal 2022-2024, Susan M. Kreh, Christopher B. Lamson, Aaron V. Christiansen, and Laura G. Scheland for fiscal 2025, and Susan M. Kreh, Christopher B. Lamson, Laura G. Scheland and Walter W. Robey for fiscal 2026.
(2) For each Covered Year, in determining both the CAP for our PEO and the average CAP for our Non-PEO NEOs for purposes of this PVP Table, we deducted from or added back to the total amount of compensation reported in column (b) and column (d) for such Covered Year the amounts set forth in the tables below. The fair value or change in fair value, as applicable, of stock awards was determined by reference to the closing price of our Common Stock on the applicable measurement date.
| Item and Value Added (Deducted) | 2026 | 2025 | 2024 | 2023 | 2022 |
|---|---|---|---|---|---|
| For PEO: | |||||
| SCT Total for PEO | $2,398,755 | $2,295,850 | $10,603,516 | $3,297,023 | $1,770,610 |
| - Aggregate value of SCT “Stock Awards” and “Option Awards” column values | $— | $— | $(7,973,750) | $— | $— |
| + FYE fair value of equity awards outstanding at FYE and granted in Covered Year | $— | $— | $8,137,500 | $— | $— |
| +/- FYE over FYE change in fair value of equity awards granted in prior years outstanding at FYE | $7,962,660 | $6,391,800 | $116,500 | $2,447,250 | $(543,000) |
| + vesting date fair value of equity awards granted and vested in Covered Year | $— | $— | $— | $— | $— |
| +/- change in fair value (from prior FYE) of prior-year equity awards vested in Covered Year | $218,940 | $136,940 | $(147,250) | $(65,500) | $(15,250) |
| - prior FYE fair value of prior-year equity awards forfeited in Covered Year | $— | $— | $— | $— | $— |
| + includable dividends / earnings on equity awards during Covered Year | $— | $— | $— | $— | $— |
| Compensation Actually Paid to PEO | $10,580,355 | $8,824,590 | $10,736,516 | $5,678,773 | $1,212,360 |
| Item and Value Added (Deducted) | 2026 | 2025 | 2024 | 2023 | 2022 |
|---|---|---|---|---|---|
| For Non-PEO Named Executive Officers (Average): | |||||
| Average SCT Total for Non-PEO NEOs | $1,059,414 | $1,642,672 | $1,361,051 | $1,144,205 | $1,171,918 |
| - Aggregate value of SCT “Stock Awards” and “Option Awards” column values | $(280,583) | $(758,540) | $(255,160) | $(68,775) | $(596,500) |
| + FYE fair value of equity awards outstanding at FYE and granted in Covered Year | $471,248 | $1,099,800 | $260,400 | $156,925 | $527,450 |
| +/- FYE over FYE change in fair value of equity awards granted in prior years outstanding at FYE | $1,059,548 | $673,763 | $39,610 | $913,640 | $(95,025) |
| + vesting date fair value of equity awards granted and vested in Covered Year | $— | $— | $— | $— | $— |
| +/- change in fair value (from prior FYE) of prior-year equity awards vested in Covered Year | $12,090 | $35,568 | $75,155 | $18,400 | $— |
| - prior FYE fair value of prior-year equity awards forfeited in Covered Year | $— | $— | $— | $— | $— |
| + includable dividends / earnings on equity awards during Covered Year | $— | $— | $— | $— | $— |
| Total | $2,321,717 | $2,693,263 | $1,481,056 | $2,164,395 | $1,007,843 |
(3) Our, and our Peer Group’s, cumulative total shareholder return (“TSR”) was determined based on the value of an initial fixed investment of $100, as of July 31, 2021, including the reinvestment of any dividends.
(4) The Peer Group TSR set forth in this table was determined using Dow Jones US Basic Materials Index, which we also use in preparing the stock performance graph required by Item 201(e) of Regulation S-K for our Annual Report for the fiscal year ended July 31, 2026. With respect to column (h), net income represents the amount of net income reflected in the Company’s audited financial statements for the applicable fiscal year.
The following charts provide, across the Covered Years, descriptions of the relationships between (1) the CAP for the PEO and the average CAP for our Non-PEO NEOs (in each case as set forth in the PVP Table above) and (2) each of the performance measures set forth in columns (f), (g), and (h) of the PVP Table above.
As required by Item 402(v) of Regulation S-K, we are disclosing the most important financial performance measure used by the Company to link (i) executive compensation actually paid to the Company’s NEOs to (ii) the Company’s performance:
For fiscal 2026 the measure used was the Company’s Net Income.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.