ITEM NO. 1

ELECTION OF DIRECTORS

The Board of Directors currently has sevensix members. On March 12, 2018, current director, George Savitsky, informed the Board that he will retire as a director effective as of the 2018 Annual Meeting. In light of Mr. Savitsky’s decision to retire, the Board has voted to reduce the size of the Board to six members as permitted by the Company’s Bylaws. The nominees presented for election are the remaininginclude current directors, Richard Baalmann, Jr., Patrick Griffin, David Fetherman, Richard White, Edward Williams, and Walter Glazer, Jr., Katherine F. Franklin and Anita Sehgal. Each individual elected as a director at the 20182023 Annual Meeting will serve a one year term, expiring at the 20192024 Annual Meeting or until their successors are elected and qualified. The Board of Directors unanimously recommends that Messrs. Baalmann, Griffin, Fetherman, White, Williams, and Glazer, Ms. Franklin, and Ms. Sehgal be elected as directors.

As discussed above, George Savitsky is retiring as a director of the Company as of the 2018 Annual Meeting. Mr. Savitsky, age 79, has been a director since 2004, and has served continuously on the Board’s Compensation Committee and Audit Committee during his tenure on the Board. Mr. Savitsky founded Savitsky, Satin, Bacon and Bucci, a business management company specializing in managing the financial affairs of people in the entertainment industry since 1990, and is a Certified Public Accountant. The Company has benefited greatly from Mr. Savitsky’s expertise and sound judgment, and the Board of Directors thanks Mr. Savitsky for his many years of invaluable service.

Director candidates are nominated by the independent members of the Board of Directors. BecauseDirectors who serve on the Company’s Board is relatively small, the Board believes that it is not necessary to have a separate Nominating Committee, and that director nominations are handled best by involving the full Board.Corporate Governance Committee. The Board has determined that a potential candidate to be nominated to serve as a director should have the following primary attributes: high achievement expectations with regard to increasing stockholder value; uncompromising position on maintaining ethics; conservative attitude towards financial accounting and disclosure; and should be a stockholder of the Company to bring the perspective of a stockholder to the Board. The Board believes that the composition of the Board as a whole should reflect broad and diversified business experience education and skills in manufacturing, consumer product sales and marketing, investment banking, accounting and finance, exporting to global markets,with significant financial expertise and knowledge of the Company’s culture. In addition, Board composition should include members with significant understanding of consumer product sales, marketing, e-commerce, operational and manufacturing experience, public company and/or C-Suite knowledge, investment banking, accounting and finance, legal, compliance and risk management acumen.

The Board further believes that gender, age, race, and ethnic diversity can enhance the overall perspectives of the Board and of management and can provide additional insights into the needs and desires of our shareholders and customers. Personal attributes, including personality, interest, values and alignment with the Company’s culture, also are important considerations in establishing a dynamic board of directors who can effectively provide strategic oversight and successful execution of the Company’s objectives.

In designing and evaluating the composition of the Board when adding or replacing directors, the Board considersand the Nominating and Corporate Governance Committee consider all of these diverse factors and seeksseek to fill gaps in the mix of priorities, insights and competencies necessary to construct a high quality, effective board of directors. Consistent with this objective, when identifying and considering individual director candidates, all nominations for directors will continue to be made based on merit, with increasing consideration and commitment to obtaining potential benefits that may be derived from greaterIn 2020, the Board adopted a board diversity particularly genderpolicy which provides that the initial list of candidates from which new management supported director nominees are chosen by the Board and/or the Nominating and race diversity.Corporate Governance Committee, shall include, but need not be limited to, qualified women and minority candidates. The policy also provides that the Board and/or the Nominating and Corporate Governance Committee will request any third party search firm engaged to assist in preparing such an initial list of potential director nominees to likewise include such candidates.

To date,In conjunction with determining the director nominees for election at the 2023 Annual Meeting, neither the Board has notnor the Nominating and Corporate Governance Committee deemed it necessary to engage a third party search firm to assist in identifying suitable candidates for directors, but has the authority to do so in the future.candidates. No fees were paid to any such search firm in connection with the nominees for directors named in this proxy statement. Although the Board believesand the Nominating and Corporate Governance Committee currently believe that the existing Board members and executive management of the Company have various networks of business contacts from which potential candidates can be identified, the BoardNominating and Corporate Governance Committee intends to explore additional ways to identify diverse candidates in the future if necessary.necessary, including the possible engagement of a third party search firm. Upon the Nominating and Corporate Governance Committee narrowing the pool of prospective qualified candidates to fill any openings or new positions on the Board, as many members of the Board as feasible will meet with such candidates to explore the ways in which such candidates can add value to the Board, to the Company, and to the Company’s shareholders and customers. The Board as a whole subsequently will evaluate the candidates using the criteria and principles outlined above. The independent members of the BoardNominating and Corporate Governance Committee then will make the final determination of whether or not to nominate a candidate.

Under the Company’s Bylaws, director nominations may be brought at an annual meeting of stockholders only by or at the direction of the Board of Directors or by a stockholder entitled to vote who has submitted a nomination in accordance with the requirements of the Company’s Bylaws as in effect from time to time. To be timely under the Bylaws as now in effect, a stockholder notice must be delivered to the Company’s Secretary at the principal executive offices in Evansville, Indiana not less than ninety (90) days prior to the first anniversary of the preceding year’s annual meeting of stockholders. Under this provision, nominations for this year’s Annual Meeting were due by February 16, 2018.January 26, 2023. The Company has received no nominations for this Annual Meeting.

Information with respect to each of the nominees, each of whom is a current directorsdirector standing for re-election, and nominees for the Board of Directors is set forth as follows:

David L. FethermanRichard F. Baalmann, Jr.

Nominee, Age 59,63, Director since 20152006

Business Experience: President and Chief Executive Officer of the Company (since 2015). Previously served as President of Escalade Sports (2012 – 2015)Bramm Inc., and Vice President of Sales and Marketing of Escalade Sports (2007 – 2012). Vice President of Sales and Marketing of WM Barr (1997 – 2007). Sales Director at Armor All Home Care (1995 -1997). Various management roles for Thompson & Formby, a subsidiary of The Kodak Company (1990 – 1995). Various sales and management roles with The Vendo Company (1980 – 1990)related companies which operate ACE Hardware stores in the St. Louis, Missouri area (since 1988).

Qualifications Relative to Service on the Company’sCompany’s Board: Our Board concluded that Mr. FethermanBaalmann is qualified to serve as a board member because of his 35+30+ year career in variousretail marketing and his experience having served on the Board of Ace Hardware Corporation where he acted as Chairman of the Audit and Supply Committees. During 1999-2008, Mr. Baalmann also served on the Nominating and Corporate Governance, Executive and Compensation Committees for Ace Hardware Corporation, where he has gained experience in GAAP and SEC compliance compensation policies and company strategic planning. He is considered an audit committee financial expert under SEC rules. Mr. Baalmann serves on the Company’s Nominating and Corporate Governance Committee and also serves as Chairman of the Company’s Audit Committee.

Katherine F. Franklin

Nominee, Age 54, Director since 2020

Business Experience: CEO, Hidden Pigeon Company, a company formed in 2022 to develop a global entertainment franchise around the work of award-winning children’s author Mo Willems (since February 2023). President, Franchise Development of Lightstorm Entertainment, Inc., a motion picture production company founded by Academy Award winners, director James Cameron and producer Jon Landau (June 2011-February 2023). Principal, Fox Franklin Consulting (2010-2011). Vice President, Global Studio Franchise Development, Disney Consumer Products (2006-2009). Various management roles includingwith The Walt Disney Company (1998-2006). Project Manager/Associate Creative Director, The Jack Morton Company (1997).

Qualifications Relative to Service on the Company’s Board: Our Board concluded that Ms. Franklin is qualified to serve as a board member because of her extensive experience in strategic planning for brand and product development, in leading cross-platform marketing of merchandise, games, food, beverages, and other retail products, in establishing digital and social media presence targeted to family audiences, and developing licensing and other long-term relationships with business partners. Her roles with Lightstorm Entertainment included overseeing global brand strategy and management for the Avatar movie franchise. Ms. Franklin brings a wide range of leadership, marketing, public relations, and creative skills and insights to our Board. Ms. Franklin has an A.B. degree from Princeton University and a Master’s degree from Columbia University. Ms. Franklin serves on the Company’s Audit Committee and Compensation Committee and also serves as Chairman of the Company’s Nominating and Corporate Governance Committee.

Walter P. Glazer, Jr

Nominee, Age 64, Director since 2015

Business Experience: Chief Executive Officer and President (since January 2022). Interim Chief Executive Officer and President (February 2021 – December 2021). Founder and Chief Executive Officer of Speedball Art Products Company, a manufacturer and worldwide distributor of fine art materials (1997-2021). Senior Vice President, Equity Research Group at Wheat First Securities (1996-1997). Equity Securities Analyst and Director of SalesResearch, J.J.B. Hilliard, W.L. Lyons (1986-1995). Property/Casualty Underwriter and Marketing.Marketing Representative, Crum & Forster (1981-1984).

Qualifications Relative to Service on the Company’s Board: Our Board concluded that Mr. Fetherman’sGlazer is qualified to serve as a board member because of his background in securities analysis and his senior management experience within the Sports and Outdoor categories, alongin with severalmanufacturing, consumer products companies, bringssales and marketing, strategic planning, and capital allocation. Mr. Glazer has an MBA from the Darden School of Business, University of Virginia, a broad rangeBBA in Risk Management from the University of management skills toGeorgia, and is a Chartered Financial Analyst. Mr. Glazer is considered an audit committee expert under SEC rules. He currently serves as Chairman of the leadershipCompany’s Board of Escalade.Directors.

Patrick J. Griffin

Nominee, Age 48,53, Director since 2009

Business Experience: Vice President, Corporate Development and Investor Relations for Escalade, Inc.,Incorporated, since August 2012. Previously served as President of Martin Yale Group (August 2009-August(2009- 2012), Vice President Sales and Marketing, Martin Yale International (2007-2009) and successive product management roles at Escalade Sports (2002-2006). Director of Strategic Services for Edmondson/Quest (2000-2002). Director of Business Development for, Webcentric, Inc. and successively Network Commerce (1999-2000). Strategic Planning Associate for Koch Industries, Inc. (1998-1999). International marketing roles with PT Caraka Yasa in Jakarta, Indonesia (1997), Escalade Sports (1993-1995), and the United States Foreign Commercial Service in Singapore (1992-1993).

Qualifications Relative to Service on the Company’sCompany’s Board: Our Board concluded that Mr. Griffin is qualified to serve as a board member because of his history with the Company, his previous position as President of Martin Yale Group and his experience in product management, corporate development, investor relations and strategic planning. Mr. Griffin also holds a MastersMaster’s in Business Administration from the University of Michigan at Ann Arbor. Mr. Griffin’s board experience since 2007 includesincluded Stiga Sports AB, a Swedish sporting goods company.company and former 50% owned Escalade joint venture, through May 2018, Escalade International, Ltd. from 2007 through 2013 and Neoteric Industries, Inc. from 2009 through 2017.

Richard D. WhiteAnita Sehgal

Nominee, Age 64,50, Director since 20042022

Business Experience:Experience CEO: Senior Vice President, Marketing & Communications, Houston Astros, LLC, a Major League Baseball franchise (since 2015). Prior to joining the Houston Astros organization, Ms. Sehgal developed extensive experience in various strategic marketing functions with several entities, including as: Senior Vice President, Marketing & Advertising, Academy + Outdoors, Inc., one of Aeolus Capitalthe USA’s largest retailers of sporting goods and outdoors equipment and gear (2009-2014); Director, Customer Experience (Future Shop), Best Buy Canada, a retailer of various consumer electronics, mobile communications devices, appliances, entertainment products and related services (2004-2009); Director, Marketing, Forzani Group Ltd., a financiallarge Canadian sporting goods retailer (2000-2004); and strategic management advisory firm, since May 2017. Former Managing Director and head of the Private Equity and Special Products Department at Oppenheimer & Co.various marketing roles prior thereto with Critical Mass, Inc., a leading investment bank and full service investment firm (2004-2017). Founder and President of Aeolus Capital Group, LLC, an investment management company (2002-2004). Managing Director of CIBC Capital Partners, the private equity merchant banking division ofdigital marketing agency, Canadian Imperial Bank of Commerce (1997-2002), successor by acquisition to Oppenheimer & Co., Inc. Managing Director of Oppenheimer & Co., Inc. (1985-1997). Managing Director and Partner of Ardshiel, Inc.Airlines International Ltd., a private equityCanadian airline, BC Tel, a British Columbia telephone company, SaskTel, a Saskatchewan telecommunications firm, (1981-1985). Consultant in the Management Consulting Services departmentand Bi-Rite Drugs Ltd., a Canadian retail pharmacy chain. Since 2014, Ms. Sehgal also has been Principal and Chief Strategy Officer and owner of Coopers & Lybrand (1978-1981).

Mr. White serves onSasgur Solutions, LLC, a marketing consulting agency, but has served passively since 2015. Beginning July 2021, Ms. Sehgal joined the board of directors of Reitman’s Canada Ltd., a publicly traded Canadian retailing company specializing in women’s clothing. She also currently serves as an Independent Board Director for Holley, Inc. Ms. Sehgal spent six years as a board director with TDECU (Texas Dow Employees Credit Union), and is Lead Directorchaired the Governance and Chairman of the CompensationNominating Committee andduring that time. She volunteers as a board member of the AuditBoys & Girls Clubs of America (Greater Houston Chapter) since 2012 and Nominating Committees of G-III Apparel Group, Ltd, a leading manufacturer and distributor of apparel (since 2003). Since November, 2017, Mr. White also serves on the board and is the Chairman of the Audit Committee, and member of the Compensation Committee and the Nominating and Corporate Governance Committee of Legacy Acquisition Corp., a newly organized blank company listed on the New York Stock Exchange and formed for the purpose of effecting a merger, acquisition, or similar business transaction in one or more of the consumer packaged goods, consumer durables, and retail or restaurant sectors. Mr. White previously served as a Director of Lakes Entertainment, Inc., from 2006 to 2013board member for WISE (Women in Sports and Real Goods Solar, Inc. from 2013 to 2014.Entertainment) since 2017.

Qualifications Relative to Service on the Company’s Board:Company’s Board: Our Board concluded that Mr. WhiteMs. Sehgal is qualified to serve as a board member because of his strong finance, accounting,her extensive experience in strategic planning, marketing, advertising and investment management experiencecommunications for a variety of retail industries, particularly in sporting goods. She has provided executive leadership in planning and executing upon strategic plans, including brand development, digital and content marketing, ecommerce business, customer loyalty, public relations, and relationships with business partners. Ms. Sehgal also brings relevant expertise to our Board from her previous board experiences, particularly her service as wellChair of TDECU’s Governance and Nominating Committee, as his entrepreneurial disposition. Mr. White holdsExecutive Committee member and Chair of the Boys & Girls Club Diversity Equity & Inclusion Committee, and as a Mastersmember of Reitman’s Canada’s Strategic Planning Committee, and HR Compensation and Governance Committee. Ms. Sehgal has a Bachelor’s degree in Business Administration with specialization in Marketing & Human Resources from the Wharton Graduate School of the University of Pennsylvania and a B.A. from Tufts University. He is considered an audit committee financial expert under SEC rules. During his tenure onRegina, in Saskatchewan, Canada. She also completed the Board, Mr. White has gained a good working knowledge of the Company that provides efficiency and continuity to our Board. Mr. White currently serves as Chairman of the Company’s Board of Directors andExecutive Leadership Institute week long program at Dartmouth College. Ms. Sehgal serves on the Company’s Compensation Committee and Nominating and Corporate Governance Committee.

Edward E. Williams

Nominee, Age 57,62, Director since 2004

Business Experience: Founder and President of Ballast Tools, Incorporated, a manufacturer of railway track maintenance equipment with locations in U.S., and Canada and England andwith worldwide distribution (since 1985). Vice President of Good Earth Tools, Inc., a specialty manufacturer of tungsten carbide protected wear parts located in Crystal City, Missouri (since 1984). Founder and President of Ever Extruder, LLC, a manufacturer and distributor of high production food processing equipment (since 2007).

Qualifications Relative to Service on the Company’sCompany’s Board: Our Board concluded that Mr. Williams is qualified to serve as a board member because of his experience in entrepreneurial management, specifically in the manufacturing industry. In addition, Mr. Williams’ family owned one of the predecessor companies of Escalade, Incorporated, and Mr. Williams has a strong knowledge of the Company’s history. Mr. Williams brings a broad range of management, manufacturing, and sales skills to our Board. During his tenure on the Board, Mr. Williams has gained a good working knowledge of the Company that provides efficiency and continuity to our Board. He is considered an audit committee financial expert under SEC rules. Mr. Williams also serves on the Company’s Audit Committee and also serves as Chairman of the Company’s Compensation Committee.

Richard F. Baalmann, Jr.

Nominee, Age 58, Director since 2006

Business Experience: President of Bramm Inc., and related companies which operate ACE Hardware stores in the St. Louis, Missouri area (since 1988).

Qualifications Relative to Service on the Company’s Board: Our Board concluded that Mr. Baalmann is qualified to serve as a board member because of his 20+ year career in retail marketing and his experience having served on the Board of Ace Hardware Corporation where he acted as Chairman of the Audit and Supply Committees. During 1999-2008, Mr. Baalmann also served on the Nominating and Governance, Executive and Compensation Committees for Ace Hardware Corporation, where he has gained experience in GAAP and SEC compliance compensation policies and company strategic planning. He is considered an audit committee financial expert under SEC rules. Mr. Baalmann serves on the Company’s Compensation Committee and also serves as Chairman of the Company’s Audit Committee.

Walter P. Glazer, Jr

Nominee, Age 59, Director since 2015

Business Experience: Founder and Chief Executive Officer of Speedball Art Products Company, a manufacturer and worldwide distributor of fine art materials (since 1997). Senior Vice President, Equity Research Group at Wheat First Securities (1996-1997). Equity Securities Analyst and Director of Research, J.J.B. Hilliard, W.L. Lyons (1986-1995). Property/Casualty Underwriter and Marketing Representative, Crum & Forster (1981-1984).

Qualifications Relative to Service on the Company’s Board: Our Board concluded that Mr. Glazer is qualified to serve as a board member because of his background in securities analysis and his senior management experience in with manufacturing, consumer products sales and marketing, strategic planning, and capital allocation. Mr. Glazer has an MBA from the Darden School of Business, University of Virginia, a BBA in Risk Management from the University of Georgia, and is a Chartered Financial Analyst. Mr. Glazer is also considered an audit committee expert under SEC rules and serves on the Company’s Audit Committee.

While there is no reason to believe that any of the persons nominated will, prior to the date of the meeting, refuse or be unable to accept the nomination, should any person nominated so refuse or become unable to accept, it is the intention of the persons named in the proxy to vote for such other person or persons as the directors recommend.

The Board does not have a formal policy regarding director attendance at the Annual Meeting. Typically, the Board holds its annual organizational meeting directly following the Annual Meeting, which results in most directors being able to attend the Annual Meeting. All directors attended the 20172022 Annual Meeting.Meeting in person.

With the exceptions of Messrs. David FethermanWalter Glazer and Patrick Griffin, who are executive officers of the Company, the Board has determined that all of the above named incumbent directors have metnominees meet the independence standards of Rule 5605(a)(2) of the National Association of Securities Dealers listing standards.

The Board of Directors unanimously recommends that you vote “FOR”“FOR” Proposal 1 relating to the election of directors.

ITEM NO. 2

RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board of Directors proposes and recommends that the stockholders approve the selection by the Committee of FORVIS, LLP, formerly BKD, LLP, to serve as the Company’s independent registered public accounting firm for the Company for the Company’s fiscal year 2018.2023. Action by the stockholders is not required by law in the appointment of an independent registered public accounting firm, but their appointment is submitted by the Audit Committee of the Board of Directors in order to give the stockholders a voice in the designation of auditors. If the proposal approving BKD,FORVIS, LLP as the Company's independent registered public accounting firm is rejected by the stockholders, then the Committee will reconsider its choice of independent auditors. Even if the proposal is approved, the Audit Committee in its discretion may direct the appointment of different independent auditors at any time during the year if it determines that such a change would be in the best interests of the Company and its stockholders.

Ratification of the appointment of BKD,FORVIS, LLP as our independent registered public accounting firm for 20182023 requires the affirmative vote of a majority of the shares of common stock present in person or represented by proxy at the Annual Meeting and entitled to vote thereon. If you are a street name stockholder and do not vote your shares, your bank, broker or other nominee can vote your shares at its discretion on the proposal to ratify the appointment of the independent registered public accounting firm.

The Audit Committee of the Board of Directors unanimously recommends that you vote “FOR”“FOR” Proposal 2 relating to the ratification of the appointment of the independent registered public accounting firm.

ITEM NO. 3

NON-BINDING VOTE ON COMPENSATION

OF NAMED EXECUTIVE OFFICERS

(SAY-ON-PAY)

In accordance with Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company’s stockholders are entitled to vote at the Annual Meeting to approve the compensation of the Company’s named executive officers, commonly known as a “Say on Pay” proposal. The stockholder vote on executive compensation is an advisory vote only, and it is not binding on the Company or the Company’s Board of Directors or the Compensation Committee of the Board.

Although the vote is non-binding, the Company’s Board of Directors and the Compensation Committee of the Board value the opinions of the stockholders and will consider the outcome of the vote when making future compensation decisions affecting the Company’s named executive officers. The Company is currently conducting “Say on Pay”Pursuant to our policy of providing annual advisory votes on anto approve executive compensation, we expect that our next vote to approve executive compensation will occur at our 2024 annual basis as approved by the Company’s stockholders at the 2013 Annual Meeting. Themeeting and that our next required non-binding vote onto approve the frequency of stockholdersuch votes on the compensation of its executives will beoccur at the Company’s 2019 Annual Meeting.our 2025 annual meeting.

The primary goal of our executive compensation program is the same as our goal for operating the company – to maximize corporate performance and thereby create value for our stockholders. To achieve this goal we have designed an executive compensation program based on the following principles:

AFor a detailed description of our executive compensation policies and programs, is included in the Compensationsee “Compensation Discussion and Analysis in this proxy statement beginning on page 14.Analysis”.

The Company’s stockholders are being asked to approve, by non-binding vote, the following resolution at the Annual Meeting of Stockholders:

Resolved, that the compensation paid to the Company’s named executive officers, as disclosed in this Proxy Statement, including the Compensation Discussion and Analysis, compensation tables and narrative discussion is hereby approved.

This vote is not intended to address any specific item of compensation, but rather the overall compensation that is paid to our named executive officers resulting from our compensation objectives, policies and practices as described in this proxy statement.

The Board of Directors unanimously recommends that you vote “FOR”“FOR” Proposal 3 relating to the non-binding vote on compensation of named executive officers.

BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

To the best of the Company's knowledge, all of the Company's directors, officers and 10% or more stockholders have timely filed with the Securities and Exchange Commission all reports required to be so filed pursuant to Section 16 of the Securities Exchange Act of 1934 for fiscal 2017.

9

 

BOARD OF DIRECTORS, ITS COMMITTEES, MEETINGS, AND FUNCTIONS

 

The Board of Directors of the Company currently consists of sevensix members. There are fivefour independent members on the Board (Edward E. Williams, Richard D. White, George Savitsky,Katherine F. Franklin, Anita Sehgal, and Richard F. Baalmann, Jr. and Walter P. Glazer, Jr.), and two members who currently serve as executive officers of the Company (David L. Fetherman(Walter P. Glazer, Jr. and Patrick J. Griffin).

 

During 2017,2022, all directors attended 100% of all regular meetings of the Board of Directors and the committees on which they served. The Board of Directors had eighttwelve meetings and the independent directors held regular executive sessions in conjunction with four of the Board meetings. The ChairmanMr. Williams serves as the Board’s Lead Independent Director, who chairs the executive sessions of the Board, who is an independent director, has been designated a lead or presiding director to chair executive sessions.directors.

 

Stockholders may communicate directly with the Board of Directors in writing by sending a letter to the Board at: Escalade, Incorporated, 817 Maxwell Avenue, Evansville, Indiana 47711. All communications directed to the Board will be received and processed by the Company’s office of the Chief Financial Officer and will be transmitted to the Chairman of the Audit Committee without any editing or screening by such office.

Board Leadership Structure

The Board has placed responsibilities on the Chairman of the Board separate from President and CEO as it believes this provides better accountability between the Board and the management team. The Board believes it is better to have a separate Chairman, whose responsibility is to lead the Board members as they provide leadership to the executive team. This responsibility includes facilitating communication among the directors; setting the Board meeting agendas in consultation with the President and CEO; and presiding at Board meetings and stockholder meetings. This delineation of duties allows the President and CEO to focus his attention on managing the day-to-day business of the Company. The Board believes this structure provides strong leadership for the Board, while positioning the President and CEO as the leader ofthat the Company and our stockholders are best served by a Board that has the flexibility to establish a leadership structure that meets the Company’s needs at any particular point in time. Currently, Mr. Glazer, the eyes of customers, employeesCompany’s Chief Executive Officer and stockholders.

Mr. Richard White serves as the Chairman of the Board. Given the small size of the Board, the independent directors have a clear voice and direct access to bothPresident, is the Chairman of the Board, and Mr. Williams serves as the Lead Independent Director. The Board believes that this leadership structure is appropriate at this time given Mr. Glazer’s service as Chairman of the Board prior to becoming Escalade’s Chief Executive Officer and President and CEO. his ability to provide both strategic and operational leadership. The Board determined that Mr. Glazer’s Board leadership, coupled with strong oversight from our experienced Lead Independent Director and our other independent directors, well positions the Board to meet the challenges facing the Company and its management team and the expectations of our shareholders. Having an executive officer serve as the Chairman of the Board varies somewhat from past practices of the Company. The Board intends to monitor and evaluate the current Board leadership structure no less frequently than annually.

The independent directors meet in executive session on a regular basis, withwhich sessions are chaired by the discussionsLead Independent Director. Discussions of the specific topic(s) being considered in such executive sessions are typically led by the independent director who raises the specific topic(s) being consideredtopic.

Board Diversity

Escalade is committed to diversity and inclusion. The Board’s adoption of its board diversity policy in such executive sessions.2020 reflects that commitment. The below Board Diversity Matrix reports self-identified statistics for the Board in the format required by Nasdaq’s rule

---

Board Diversity Matrix (as of March 1, 2023)
Total Number of Directors			6
			Female			Male			Non-Binary			Did Not Disclose Gender
Part I: Gender Identity
Directors			2			1			0			3
Part II: Demographic Background
African American or Black			0			0			0			0
Alaskan Native or Native American			0			0			0			0
Asian			1			0			0			0
Hispanic or Latinx			0			0			0			0
Native Hawaiian or Pacific Islander			0			0			0			0
White			1			1			0			0
Two or More Races or Ethnicities			0			0			0			0
LGBTQ+			0
Did Not Disclose Demographic Background			3

 

Risk Oversight of the Company

The Audit Committee is primarily responsible for overseeing the Company’s risk management processes on behalf of the full Board by monitoring company processes for management’s identification and control of key business, financial and regulatory risks. The Audit Committee receives a report from management annually regarding the Company’s assessment of risks and meets in executive session with the Chief Financial Officer each quarter. In addition, the Audit Committee reports regularly to the full Board, which also considers the Company’s risk profile. The Audit Committee and the full Board focus on the most significant risks facing the Company and review the Company’s risk appetite. In addition, the Audit Committee reviews the Company’s cybersecurity risks and the Nominating and Corporate Governance Committee guides the Board in identifying, understanding and evaluating environmental, social and governance (ESG) matters, although the full Board currently oversees risks relating to these matters. Management is responsible for the day-to-day risk management processes. The Company has structured the reporting relationship through the Chief Financial Officer who reports functionally to the Audit Committee. The Board believes this division of responsibilities is the most effective approach for addressing the risks facing the Company and the Board leadership structure supports this approach.

 

Code of Ethics

The Board of Directors has adopted the Escalade, Incorporated Code of Business Conduct and Ethics (“Code”) which may be found on the Company’s website at:www.escaladeinc.com/Code_of_Conduct.html. All employees, including executive officers, and directors of the Company are subject to compliance with the Code.

 

10

 

Committees

TheIn 2022, the Company has twohad three standing committees, the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee, each composed entirely of independent directors. As discussed above, the Board of Directors has no nominating committee. Current committee assignments are detailed in the following table.

 

Name	Audit Committee (1)	Audit Compensation Committee		Compensation Nominating & Corporate Governance Committee
Edward E. Williams	Member(1)	Member(1) Chairman		Chairman --
George Savitsky Katherine F. Franklin	Member	Member(1) Member		Member Chairman
Richard D. White				Member(1)
Richard F. Baalmann, Jr.	Chairman(1)	Chairman(1) --		Member
Walter P. Glazer, Jr. Anita Sehgal	--	Member(1) Member		Member

 

(1) Determined by the Board to be audit committee financial experts.

Audit Committee

The Audit Committee as a whole held four meetings in 20172022. The Committee met with the independent auditors and management at the four meetings to review the interim financial information contained in each quarterly earnings announcement and the annual results. The main functions performed by the Audit Committee are to (1) review with the independent auditors their observations on internal controls of the Company and the competency of financial accounting personnel, (2) review with the chief financial officerChief Financial Officer and independent auditors, the accounting for specific items or transactions as well as alternative accounting treatments and their effects on earnings, (3) engage the firm of independent certified public accountants to be hired by the Company and review that firm’s independence, and (4) approve all audit and non-audit services performed by the Company’s independent auditors. The Board of Directors has adopted a written charter for the Audit Committee which can be found on the Company’s website at:www.escaladeinc.com/Audit_Committee_Charter.pdfhttps://escaladeinc.com/governance-documents.

 

Compensation Committee

The Compensation Committee held four meetings in 20172022 and held several informal sessions to review salaries and compensation levels within the Company. The Compensation Committee is also responsible for awards of stock options, and restricted stock units.units, restricted stock and other equity incentives, whether granted under the Company’s 2017 Incentive Plan or otherwise. The Board of Directors has adopted a written charter for the Compensation Committee which can be found on the Company’s website at:www.escaladeinc.com/Compensation_Committee_Charter.pdfhttps://escaladeinc.com/governance-documents.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee was established in 2022 and held two meetings in 2022. The Nominating and Corporate Governance Committee initially is responsible for identifying and recommending candidates to serve on the Board of Directors and to review, modify, and develop the Company’s corporate governance policies as the Committee deems necessary or appropriate. The Board of Directors has adopted a written charter for the Nominating and Corporate Governance Committee which can be found on the Company’s website at: https://escaladeinc.com/governance-documents.

 

Director Compensation

 

During 2017,2022, each non-employee director of Escalade, Incorporated received an annual retainer of $39,000.$56,000. The Chairman of the BoardLead Independent Director received an additional annual fee of $50,000.$20,000. Each member of the Audit Committee received an additional annual fee of $5,000, except for the Audit Committee Chairman who received $15,000. Each member of the Compensation Committee received an additional annual fee of $3,000, except for the Compensation Committee Chairman who received $15,000$15,000. Each member of the Nominating and Corporate Governance Committee received an additional annual fee of $3,000, except for the Nominating and Corporate Governance Committee Chairman, of the Board who receives no additional compensation for his service on the Compensation Committee. Independent directors receivereceived an additional annual fee of $1,000 per board meeting attended in excess of eight meetings per year. Members of the Audit Committee and Compensation Committee receive additional fees of $1,000 per committee meeting attended in excess of six and four meetings, respectively. From time to time, a committee may request that a director who is not a member of that committee participate in additional meetings held for special purposes. Under these circumstances the non-committee member director is compensated similarly to the committee member directors.$15,000. Each non-employee board member received 2,8505,000 restricted stock unit grants in 2022. The restricted stock units in 2017.granted vest over two years (one-half one year from grant date and one-half two years from grant date), provided that the director is still with the Company. Directors are reimbursed for their reasonable out-of-pocket expenses incurred in connection with attendance at Board and committee meetings.

13

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Under the terms of the Escalade, Incorporated 2017 Incentive Plan, directors can elect to receive some or all of the fees earned in shares of the Company’s common stock. In 2017,2022, there were 12,6833,886 shares of common stock issued pursuant to the plan. In 2017, directors GlazerDirectors Baalmann, Franklin and Williams opted to receive 100% of the fees they were entitled to in the form of common stock. Directors White and BaalmannSehgal received a combination of cash and common stock. Director SavitskyWilliams received his fees in cash.

 

11

20172022 Director Compensation

 

The following table summarizes the compensation earned by or awarded to each non-employee director who served on the Board of Directors during 2017.2022. Compensation paid for 2022 to Mr. FethermanGlazer in his capacity as the Company’s Chief Executive Officer and President and to Mr. Griffin, the Company’s Vice President Corporate Development & Investor Relations is reflectedset forth in the “Executive Compensation - Summary Compensation Table.” Neither Mr. Glazer nor Mr. Griffin received any compensation in 2022 for service on the Board of Directors.

 

Name		Fees Earned or Paid in Cash ($)(1)				Equity Awards ($) (2)(3)				All Other Compensation ($)				Total ($)				Fees Earned or Paid in Cash ($)(1)				Equity Awards ($) (2)(3)				All Other Compensation ($)				Total ($)
Richard D. White			89,000				38,618				0				127,618
George Savitsky			49,877				38,618				0				88,495
Edward E. Williams			59,000				38,618				0				97,618				96,000				66,850				0				162,850
Richard F. Baalmann, Jr.			54,123				38,618				0				92,741				74,000				66,850				0				140,850
Walter P. Glazer, Jr.			44,000				38,618				0				82,618
Katherine F. Franklin																			79,000				66,850				0				145,850
Anita Sehgal																			62,000				66,100				0				128,100

 

(1)

This column includes the fair value of common stock issued in lieu of cash compensation pursuant to the Escalade, Incorporated 2017 Incentive Plan. For Director Savitsky,Williams, all fees were paid in cash. For Director Glazer and Director Williams, all fees were paid in shares of common stock. For Director White, $44,500Baalmann, $59,200 was paid in cash, and $44,500$14,800 was paid in shares of common stock. For Director Baalmann, $49,423Franklin, $55,300 was paid in cash, and $4,700$23,700 was paid in shares of common stock. For Director Sehgal, $49,600 was paid in cash, and $12,400 was paid in shares of common stock.

(2)

The amount recorded in this column is the compensation cost of restricted stock units granted by the Company during the fiscal year under ASC Topic 718, Stock Compensation. The fair value of each grant is estimated on the date of grant using the closing price of the Company’s common stock on the date of grant.

(3)

As of December 30, 2017, each of the31, 2022, independent directors had 4,175 restricted stock units outstanding and each of Messrs. Savitsky, Williams, Franklin and Baalmann had 6,667 restricted stock units. Independent director Sehgal had 5,000 restricted stock options outstanding.units.

 

2018

2023 Director Compensation

 

In 2018,2023, the Compensation Committee reviewed the compensation of the non-employee directors and recommended no changes to the annual retainer. Each non-employee board member will receive 2,8505,300 restricted stock unit grants in 2018.2023. The restricted stock units grantedwill vest over two years (one-half one year from grant date and one-half two years from grant date), provided that the director is still with the Company.

All other elements of compensation for the non-employee directors remain the same as in 2017.2022.

 

12

 

REPORT OF THE AUDIT COMMITTEE

 

In accordance with its written charter as adopted by the Board of Directors (“Board”), the Audit Committee of the Board (“Committee”) assists the Board in fulfilling its responsibility for oversight of the quality and integrity of the accounting, auditing and financial reporting practices of Escalade. All of the Committee members are independent directors as defined under NASDAQ rules. During fiscal year 2017,2022, the Committee met four times to discuss the interim financial information contained in each quarterly earnings announcement and the annual results with the Chief Financial Officer and independent auditors prior to public release.

 

In discharging its oversight responsibility as to the audit process, the Committee obtained from the independent auditors a formal written statement describing all relationships between the auditors and the Company that might bear on the auditors’ independence as required by the applicable requirements of the Public Company Accounting Oversight Board regarding BKD,FORVIS, LLP’s communications with the Audit Committee concerning independence, discussed with the auditors any relationships that may impact their objectivity and independence and satisfied itself as to the auditors’ independence. The Audit Committee also discussed and considered whether the provision of non-audit services by the Company’s auditors is consistent with the auditors’ independence. The Audit Committee has determined that the provisions of such services are consistent with the auditors’ independence. The Committee also discussed with management, and the independent auditors the quality and adequacy of Escalade’s internal controls. The Committee reviewed with the independent auditors their audit plan, audit scope and identification of audit risks.

 

The Committee discussed and reviewed with the independent auditors all communications required by auditing standards generally accepted in the United States of America,Public Company Accounting Oversight Board, including those described in Auditing Standard No. 1301, as amended, “Communications with Audit Committees,” and, as adopted by the Public Company Accounting Oversight Board with and without management present, and discussed and reviewed the results of the independent auditors’ examination of the financial statements.

 

The Committee reviewed the audited financial statements of Escalade as of and for the year ended December 30, 2017,31, 2022, with management and the independent auditors. Management has the responsibility for the preparation of financial statements and the independent auditors have the responsibility for the examination of those statements.

 

Based on the above-mentioned review and discussions with management and the independent auditors, the Committee recommended to the Board that Escalade’s audited financial statements be included in its Annual Report on Form 10-K for the year ended December 30, 2017,31, 2022, for filing with the Securities and Exchange Commission.

 

Richard F. Baalmann, Jr., Chairman

Walter P. Glazer, Jr.

Edward E. Williams

George Savitsky Katherine F. Franklin

 

REPORT OF THE COMPENSATION COMMITTEE

 

The Compensation Committee has reviewed and discussed with the Company’s management the Compensation Discussion and Analysis (“CD&A”) as well as the accompanying tables set forth below.. Based on that discussion, the Committee recommended to the Board of Directors that the CD&A be included in this proxy statement and incorporated into the Company’s Annual Report on Form 10-K for the Company’s fiscal year ended December 30, 2017.31, 2022.

 

Edward E. Williams, Chairman

Richard Katherine F. Baalmann, Jr.Franklin

George Savitsky

Richard D. White Anita Sehgal

 

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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

 

In 2017,2022, all members of the Compensation Committee were independent directors and served the full year. No other director or executive officer of the Company serves on any board of directors or compensation committee of any entity that compensates any of Messrs.Mr. Williams, Baalmann, Savitsky,Ms. Franklin, and White.Ms. Sehgal.

 

COMPENSATION DISCUSSION AND ANALYSIS (CD&A)

 

This section discusses the material components of the executive compensation programs for the named executive officers. We qualify as a "smaller reporting company" as defined in SEC rules and are providing the scaled disclosures permitted by applicable SEC rules and regulations.

Compensation Philosophy

 

The Company’s philosophy in setting compensation policies for its named executive officers is to align pay with performance, while at the same time providing competitive compensation that allows the Company to retain and attract executive talent. The Compensation Committee, composed entirely of independent directors, establishes, approves and evaluates the Company’s compensation policies applicable to the named executive officers.

 

Throughout this proxy statement, all references to the “named executive officers” means David L. Fetherman,Walter P. Glazer, Jr., Stephen R. Wawrin and Patrick J. Griffin, the individuals identified under “EXECUTIVE COMPENSATION – Summary Compensation Table.” In 2017, Mr. Fetherman served asGlazer is the Company’s Chief Executive Officer and President, Mr. Wawrin served asis the Company’s Chief Financial Officer and Vice President Finance, and Mr. Griffin served asis the Company’s Vice President, Corporate Development and Investor Relations.

 

The Compensation Committee strongly believes that executive compensation should be directly linked to continuous improvements in corporate performance and increases in stockholder value. Consequently the Compensation Committee has adopted the following guidelines for use in evaluating executive compensation:

 

· ●

Provide a competitive total compensation package that enables the Company to attract and retain key executive talent;

· ●

Align all pay programs with the Company’s annual and long-term business strategies and objectives; and

· ●

Provide a mix of base and performance-leveraged variable compensation that directly links executive compensation to the performance of the Company and stockholder return.

 

Compensation Program; Mix of Pay Components

 

Consistent with the above philosophy, the Compensation Committee currently utilizes the following components of compensation for the Company’s named executive officers:

 

· ●

Base salary;

· ●

Annual incentive cash bonuses;

· ●

Long-term equity incentives, historically in the form of stock options and/or restricted stock units; and

· ●

Health, welfare and other benefits

 

Executive compensation is based on a pay-for-performance philosophy. Consequently, a significant portion of annual and long-term compensation for the named executive officers is at-risk. This provides additional upside potential and downside risk for the Company’s named executive officers, including the Chief Executive Officer and Chief Financial Officer, recognizing that the individuals serving in these roles have greater influence on the performance of the Company.

 

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Other than employees working under a collective bargaining agreement, all employees of the Company, including the named executive officers, are employed at will.

 

Claw Back Policy

 

To ensure that the Company’s incentive programs for its executives do not provide incentives to take excessive risks that could have a material adverse impact on the Company, the Board of Directors adopted a Policy for Recovery of Incentive Compensation in February, 2014. Pursuant to the claw back rights established by that policy, the Company’s Compensation Committee has the right to recover from any director or officer receiving incentive basedincentive-based compensation in excess of what would have been awarded or paid in certain events to the extent legally possible. If the Company’s financial statements are required to be restated due to material noncompliance with any financial reporting requirement under the federal securities laws (other than a restatement due to a change in accounting rules) and such restatement results in a restatement of the performance measures material to the award or that the Committee determines would have merited a lower payment based upon the restated financial results, then the Committee will recover the excess amount. The Committee also has the right to recover incentive basedincentive-based compensation from any director or officer who engaged in misconduct while serving in such role. Misconduct includes: convictions or indictments for any felony or misdemeanor under the federal securities laws or involving moral turpitude; any fraud, embezzlement, theft, dishonesty, willful misconduct or gross negligence causing material harm to the Company; and any willful breach of the person’s duties or responsibilities or of any willful violation of Company policies or procedures that result in material harm to the Company. These claw back rights apply to the three yearthree-year period preceding the Board’s or Committee’s conclusion that a restatement of financial statements is required or the three yearthree-year period prior to the date of the misconduct. Each director and officer who receives incentive basedincentive-based compensation is required to certify in writing that he or she agrees to comply with the Company’s claw back policy.

 

Other than employees working under a collective bargaining agreement, all employees of the Company, including the named executive officers, are employed at will.Prohibitions on Hedging

 

CEO Pay Ratio

We believe executive pay mustThe Company’s insider trading policy prohibits our directors and officers from engaging in hedging or monetization transactions at any time. Hedging or monetization transactions could be equitableaccomplished through a number of possible mechanisms, including through the use of financial instruments such as variable forwards, equity swaps, collars, exchange funds, and internally consistent to motivate our employees. We are committed to internal pay equity. The annual total compensation for our CEO in 2017 was approximately 23 times the medianvarious forms of the total annual compensation of all our employees. Our CEO to median employee ratio is calculated pursuant to Item 402(u) of Regulation S-K. We identified the median employee by examining the 2017 total annual cash compensation for all employees, excluding our CEO, who were employed on December 30, 2017, our last day of the fiscal year. Except for our CEO and as described in the following sentence, we included all 501 employees in all locations (353 in the U.S. and 148 outside the U.S.), whether employed full-time, part-time, or on a temporary basis. Pursuant to thede minimis exception allowed pursuant to Item 402(u), we excluded our 17 employees based in the Asian country of China. Accordingly, we determined our median employee based on 484 employees (353 in the U.S. and 131 outside the U.S.,derivative securities, all of whomwhich are located in Mexico), such that the employee having the 242^nd highest total annual cash compensation represented our median employee for purposesprohibited transactions. The Company’s insider trading policy further prohibits purchases of computing this ratio. We annualized the compensation for full-time employees that were not employed by us for all of 2017. We made no cost of living adjustments for employees located in MexicoCompany stock on margin and buying or in any other jurisdictionselling puts and because we did not have definitive compensation data available, we assumed that 41 temporary employees in the U.S. hired through a third party, each earned total cash compensation less than our median employee. We believe using total annual cash compensation for all employees is a consistently applied compensation measure that appropriately identifies our median employee.

After identifying the median employee based on total annual cash compensation, we calculated annual total compensation for such employee using the same methodology we use for our CEO and other named executive officers as set forth in the 2017 Summary Compensation Table presented later in this proxy statement. As illustrated below, our 2017 CEOcalls relating to median employee pay ratio is 23:1.Company stock.

		President & Chief Executive Officer				Median Employee
Base Salary		$	300,000			$	27,295
Restricted Stock Awards			80,780				-
Non-Equity Incentive Plan Compensation			285,000				250
All Other Compensation			13,512				1,638
TOTAL		$	679,292				29,183
CEO Pay to Median Employee Pay Ratio			23:1

15

 

The Role of the Compensation Committee and Method of Determining Amount of Total Compensation

 

The Compensation Committee is responsible for the approval and administration of compensation programs for the named executive officers. The Committee focuses on the attraction and retention of key executives and, when making decisions, considers the Company’s compensation philosophy, the achievement of business goals set by the Company, the competitive environment in which the Company competes for talent, how the Company is positioned for the future, and recommendations made by the Company’s Chairman and Chief Executive Officer. While the Committee primarily focuses on compensation for the named executive officers, the Committee also reviews the compensation of certain other key employees, such as the subsidiary and division heads, and the appropriateness and fairness of the allocation of annual incentive compensation among the participants in such plans at the subsidiary level.

 

For 2017,2022, the Committee reviewed all compensation components for the Company’s named executive officers and together with the Board of Directors, reviewed and evaluated the level of performance of the Company and of each executive officer, including the Chief Executive Officer and Chief Financial Officer, in order to determine current and future appropriate compensation levels. In addition, the Committee conducted an annual review of the Company’s compensation philosophy to ensure that it remains appropriate given the Company’s strategic objectives.

The Committee annually reviews the results of the non-binding advisory say-on-pay proposal and takes the results into consideration when making executive compensation decisions. The Committee believes that the consistently high level of stockholder approval in the annual say-on-pay vote, demonstrate alignment with stockholder interests.

Role of Executive Officers in Compensation Decisions

 

Consistent with the Committee’s past practices, Mr. Fetherman,Glazer, as the Company’s Chief Executive Officer, will make recommendations regarding the compensation for the Company’s Chief Financial Officer and the Vice President, Corporate Development and Investor Relations, but will not make recommendations for himself. Although the Committee considers recommendations by Mr. Fetherman,Glazer, the Committee retains full discretion to set all compensation for the Company’s named executive officers.

17

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Base Salary

 

The Compensation Committee seeks to compensate the named executive officers competitively within the industry while at the same time designing compensation components that base a significant portion of total compensation on performance. In general, base salary levels are set at the beginning of each year at levels believed by the Compensation Committee to be sufficient to attract and retain qualified executives when considered with the other components of the Company's compensation structure. In establishing the base salaries, consideration is given to local market wage rates, cost of living adjustments, performance of the Company and the individual, and other factors, including any changes in level of responsibility. The Compensation Committee also subjectively reviews the individual performance of each named executive officer, based on the performance of the Company and the individual’s level of contribution towards that performance.

 

Accordingly, for fiscal 20172022 the Compensation Committee established base salaries for the Company’s key executives with the intent to motivate performance by providing significant upside potential through incentive compensation and less on guaranteed compensation in the form of salaries. In establishing base salary levels for the named executive officers, the Compensation Committee reviews publicly available salary information of several similar sized public companies engaged in similar businesses in order to generally assess salary competitiveness. The Compensation Committee does not target any specific benchmark for base salary levels for its key executives compared to comparable companies within the Company’s industries.named executive officers. The Compensation Committee considered the scope of and accountability associated with each executive officer’s position in addition to such factors as the performance and experience of each executive officer when setting base salary levels for fiscal 2017.2023.

 

For 2017,In 2022, the Compensation Committee set the base salaries for Mr. Fetherman,Glazer, the Company’s Chief Executive Officer, Mr. Wawrin, the Company’s Chief Financial Officer and Mr. Griffin, Vice President, Corporate Development and Investor Relations, at $300,000, $212,000$500,004, $324,000 and $154,500$185,000 respectively.

 

For 2018,2023, the Compensation Committee has determined that the base salaries for Mr. Fetherman,Glazer, Mr. Wawrin and Mr. Griffin will increase to $309,000, $218,360be $515,000, $333,720 and $159,135$200,000 respectively.

16

 

Annual Cash Incentive Bonus

The Compensation Committee has established a profit incentive plan that provides for the payment of cash bonuses if certain performance targets are achieved. Under the plan, the Compensation Committee establishes target performance levels early in each fiscal year, subject to potential changes that the Committee may determine appropriate. The target bonuses for the Company’s named executives in fiscal year 2022 ranged from 100% to 130% of base salary. In conjunction with the completion of the Company’s annual audited financial statements, the bonus pool is finalized based on actual results achieved relative to the performance levels established by the Committee. Allocation of the bonus pool to individual executive officers is determined by the Compensation Committee based upon quantitative and qualitative assessments of the overall Company’s performance relative to the stated objectives, the Company’s strategic position, business unit performance, and the individual executive officer’s performance. There are no pre-defined formulas for allocatingThe amount of the bonus pool allocated to anythe individuals participating in the profit incentive plan for fiscal year 2022 was based primarily upon their target percentages of the Company’s executive officers,Company and thebusiness unit revenues and profits. The Company’s claw back policy applies to all awards to officers under this plan.

 

For 2017,2022, the business results exceeded the minimum threshold for generating a bonus pool. The Compensation Committee evaluated financial, strategic and operational objectives and accomplishments for Mr. FethermanGlazer and approved a performance bonus of $285,000.$282,171. After consultation with Mr. Fetherman,Glazer, the Compensation Committee evaluated financial, strategic and operational objectives and accomplishments for the Chief Financial Officer and the Vice President, Corporate Development and Investor Relations. The Committee approved a performance bonus of $150,000$193,657 for Mr. Wawrin and $85,000$113,001 for Mr. Griffin. Consistent with the Compensation Committee’s philosophy of incentivizing long-term performance through compensation tied to the value of the Company’s stock, the Compensation Committee provided certain participants in the profit incentive plan with the ability to receive the 2022 annual cash incentive bonus in shares of Company common stock in lieu of cash. Mr. Glazer and Mr. Griffin elected to receive the full amount of their 2022 annual cash incentive bonus in Company common stock.

 

Long Term Equity Incentives

 

Each year, the Compensation Committee determines the amount and character of any long term equity incentive grants to the Company’s executive officers and other eligible employees. The Committee considers equity grants to be an effective incentive to encourage stock ownership by officers and key employees increasing their proprietary interest in the success of the Company, while at the same time discouraging excessive risk through the implementation of the Company’s claw back policy. In March 2017,2022, the Compensation Committee approved restricted stock units under the 2017 Incentive Plan for Mr. Fetherman,Glazer, Mr. Wawrin, and Mr. Griffin as part of the Compensation Committee’s annual consideration of appropriate incentive equity awards. The Company granted, as of March 2, 2017, 7,0002022, 75,000 restricted stock units under the Company’s 2007 Incentive Plan to Mr. Fetherman, 4,100Glazer, 7,500 restricted stock units to Mr. Wawrin and 1,7005,000 restricted stock units to Mr. Griffin. TheseThe restricted stock units granted vest over fourthree years (one-third two yearsone year from grant date, one-third threetwo years from grant date, and one-third fourthree years from grant date), provided that the named executive is still employed by the Company and that the performance criteria related to the market price of the Company’s stock is satisfied. The criteria is for any 30 consecutive trading days on the NASDAQ Stock Market (or such other principal securities exchange on which the Company’s shares of common stock are then traded) during the period beginning on the grant date and ending on the fourth anniversary thereof, the cumulative average Volume Weighted Average Price per share is at least 15% higher than the closing price per share on the grant date plus any incremental dividends paid above the current quarterly dividend rate of $0.115 per share by the Company during such four year period.vesting date.

 

At the 2017 Annual Meeting, stockholders approved the Escalade, Incorporated 2017 Incentive Plan (“2017 Incentive Plan”) which provides a broader array of long-term incentive awards for grant to the Company’s employees, including the Chief Executive Officer and Chief Financial Officer. In March 2018,February 2023, the Compensation Committee approved restricted stock units under the 2017 Incentive Plan for Mr. Fetherman,Glazer, Mr. Wawrin, and Mr. Griffin as part of the Compensation Committee’s annual consideration of appropriate incentive equity awards. The Company granted, as of March 8, 2018, 7,0003, 2023, 83,310 restricted stock units to Mr. Fetherman, 4,100Glazer, 8,331 restricted stock units to Mr. Wawrin and 1,7005,550 restricted stock units to Mr. Griffin. TheseThe restricted stock units granted will fully vest over fourthree years (one-third two yearsone year from grant date, one-third threetwo years from grant date, and one-third fourthree years from grant date), provided that the named executive is still employed by the Company on each applicablethe vesting date and that the performance criteria related to the market price of the Company’s stock is satisfied. The performance criteria is for any 30 consecutive trading days on the NASDAQ Stock Market (or such other principal securities exchange on which the Company’s shares of common stock are then traded) during the period beginning on the grant date and ending on the fourth anniversary thereof, the cumulative average Volume Weighted Average Price per share is at least 15% higher than the closing price per share on the grant date plus any incremental dividends paid above the current quarterly dividend rate of $0.125 per share by the Company during such four year period. If the performance criteria is not satisfied as of an applicable vesting date, then one-half of the RSUs eligible to vest on that date will vest and the remaining one-half will vest if, and only if, the performance criteria is met prior to the end of the four year vesting period.date.

17

 

Health, Welfare and Other Benefits

 

The Company provides medical, life, 401(k) plan and similar benefits to all of its salaried employees, including the named executive officers. In addition, Mr. Griffin received in 2016 tax equalization reimbursements related to his employment with the Company in Germany through August 2012. None of these benefits discriminate in scope, terms or operation in favor of the named executive officers.

 

Tax and Accounting Considerations

 

As necessary, the Compensation Committee reviews accounting and tax laws, rules and regulations that may affect the Company’s compensation plans. However,plans, although tax and accounting considerations have not significantly impacted the compensation programs offered to the Company’s executives. Beginning in November 2017 upon the effectiveness of certain federal tax law changes, Section 162(m) of the Internal Revenue Code generally provides thatlimits the tax deductibility of compensation for certain executives to $1 million per year. Prior to such time, compensation amounts in excess of $1 million per year paidwere deductible to a company’s chief executive officer and anythe extent such compensation constituted “performance based compensation.” The Compensation Committee continues to believe it is important to align with the interests of its four other highest paid executive officersthe Company’s executives with those of the Company’s stockholders by imposing performance criteria on certain elements of compensation. However, the Compensation Committee is not limited to paying compensation that is fully deductible by a company unlessand retains the flexibility to consider factors other than tax and accounting considerations in structuring compensation qualifies for an exception. Based on the Compensation Committee’s past compensation practices, the Committee does not currently believe that Section 162 (m) will adversely affect the Company's ability to obtain a tax deduction for compensation paid to its named executive officers.programs and awards.

 

EXECUTIVE OFFICERS OF THE REGISTRANT

 

The table presented below lists the names and ages of all of the current executive officers as of the Companydate of this proxy statement, indicating all positions and offices held by each such person as of the date of this proxy statement.person.

 

Name		Age as of March 27, 20182023		Offices and Positions Held		First Elected as an Executive Officer
David L. Fetherman Walter P. Glazer, Jr.	64	59		CEO and President		12/2015 02/2021
Stephen R. Wawrin	49	44		V.P. Finance, CFO & Secretary		12/2014
Patrick J. Griffin	53	48		V.P., Corporate Development & Investor Relations		02/2011

 

Mr. FethermanGlazer joined the Company as Vice President of Salesa Director in 2015 and Marketing of Escalade’s Sporting Goods business in 2007. Since 2012, Mr. Fetherman has served as President of Escalade Sports.in that role since. On February 19, 2021, Mr. Glazer agreed to become Interim Chief Executive Officer and President. Effective December 7, 2015,January 1, 2022, Mr. Fetherman was appointedGlazer became the Company’s Presidentfull-time Chief Executive Officer and President. Mr. Glazer had been Founder and Chief Executive Officer. Prior to joining Escalade, he served as Vice PresidentOfficer of SalesSpeedball Art Products Company, a manufacturer and Marketingworldwide distributor of WM Barr from 1997 to 2007.fine art materials (1997-2021).

 

Mr. Wawrin joined the Company as Corporate Controller in April 2005. Since 2008, Mr. Wawrin has served as Vice President –FinancePresident–Finance and Administration for Escalade’s Sporting Goods business. Effective as of the first day of the Company’s 2015 fiscal year, Mr. Wawrin was promoted to become the Company’s Chief Financial Officer, Vice President Finance, and Secretary. Prior to joining Escalade, he practiced public accounting with BKD, LLP (now FORVIS, LLP) (1999–2005) in the Evansville area..

 

Mr. Griffin joined the Company in 2002. He was also employed with the Company from 1993 – 1995. Since 2002, Mr. Griffin has advanced in the organization, serving in successive product management roles at Escalade Sports until 2006, when he became Vice President Sales and Marketing for Martin Yale International. He was named President of Martin Yale Group in 2009. In August 2012, he accepted the position of Vice President, Corporate Development and Investor Relations of the Company.

 

All such persons have been elected to serve until the next annual election of officers, or until their earlier resignation or removal. As previously disclosed, and as mentioned under “ELECTION OF DIRECTORS” and “EXECUTIVE COMPENSATION – Potential Payments upon Termination or Change in Control.”

 

18

 

EXECUTIVE COMPENSATION

 

Summary Compensation Table

The following table sets forth information regarding compensation of the named executive officers of the Company for 2017, 20162022 and 2015:2021:

 

Name and Principal Position		Year		Salary ($)				Cash Bonus ($)				Stock Awards ($)				Option Awards ($)				Restricted Stock Awards ($)				Non-Equity Incentive Plan Compensation ($)				Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)				All Other Compensation ($)				Total ($)
(a)		(b)		(c)				(d)				(e)				(f)				(g)				(h)				(i)				(j)				(k)
David L. Fetherman		2017			300,000				-				-				-				80,780				285,000				-				13,512				679,292
President & Chief		2016			275,000				-				-				50,356				72,012				254,600				-				14,245				666,213
Executive Officer		2015			189,226				-				-				-				90,804				220,000				-				11,702				511,732
Stephen R. Wawrin		2017			212,000				-				-				-				47,314				150,000				-				13,081				422,395
Chief Financial		2016			200,000				-				-				-				43,419				120,000				-				12,768				376,187
Officer, Vice President Finance and Secretary		2015			160,000				-				-				-				40,467				120,000				-				10,435				330,902
Patrick J. Griffin		2017			154,500				-				-				-				19,618				85,000				-				8,884				268,002
Vice President,		2016			150,000				-				-				-				18,003				70,000				-				92,457				330,460
Corporate Development & Investor Relations		2015			129,500				-				-				-				12,502				70,000				-				8,570				220,572

Name and Principal Position	Year		Salary ($)		Cash Bonus  ($)		Stock Awards  ($)		Option Awards ($)		Restricted Stock Awards  ($)		Non-Equity Incentive Plan Compensation   ($)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
(a)	(b)		(c)		(d)		(e)		(f)		(g)		(h)		(i)		(j)		(k)
Walter P. Glazer, Jr. President & Chief Executive Officer	2022 2021		500,004 416,670		- -		282,171 -		- -		1,895,175 69,126	(1) (2)	- 447,891		- -		33,431 31,000		2,710,781 964,687
Stephen R. Wawrin Chief Financial Officer, Vice President Finance and Secretary	2022 2021		321,149 308,202		- -		- -		- -		100,275 64,190		193,657 307,391		- -		15,270 18,545		630,351 698,328
Patrick J. Griffin Vice President, Corporate Development & Investor Relations	2022 2021		182,796 174,172		- -		113,001 -		- -		66,850 64,190		- 160,319		- -		11,611 11,095		374,258 409,776

(1)

Includes a one-time grant of 54,152 restricted stock units awarded to Mr. Glazer in connection with his agreement to become the Company’s full-time Chief Executive Officer and President, and the first award of restricted stock units (75,000 RSUs) for his service in that role.

(2)

Restricted Stock awards issued to Mr. Glazer for fiscal year 2021 were for his service as a non-employee director of the Company.

 

Column (c) - Salary

Amounts recorded in this column reflect the annual salary paid during the year noted in column (b). Mr. Glazer’s employment as the Company’s Interim President and Chief Executive Officer commenced on February 19, 2021 and he became the full time President and Chief Executive Officer effective January 1, 2022.

 

20

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Column (d) – Cash Bonuses

Amounts recorded in this column reflect cash bonuses paid in addition to amounts paid in connection with the annual cash incentive program noted in column (h). See “CD&A – Annual Cash Incentive Bonus” for more information.

 

Column (e) – Stock Awards

Amounts recorded in this column reflect shares of stock paid as compensation. Mr. Glazer and Mr. Griffin elected to receive their 2022 annual cash incentive bonus in shares of Company common stock in lieu of cash.

 

Column (f) – Option Awards

The amount recorded in this column is the compensation cost granted by the Company during the fiscal year indicated in column (b) under ASC Topic 718, Stock Compensation.

Column (g) – Restricted Stock Awards

The amount recorded in this column is the compensation cost granted by the Company during the fiscal year indicated in column (b) under ASC Topic 718, Stock Compensation. The fair value of each grant is estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions for the years indicated:

		2017				2016				2015
Risk-free interest rate			—				1.055	%			—
Dividend yield			—				2.728	%			—
Expected volatility			—				35.60	%			—
Weighted average-fair value per share			—			$	2.52				—

Column (g) – Restricted Stock Awards

The amount recorded in this column is the compensation cost granted by the Company during the fiscal year indicated in column (b) under ASC Topic 718, Stock Compensation. The fair value of each grant is estimated on the date of grant using Monte Carlo techniques where vesting is dependent on market conditions and on the closing price of the Company’s common stock on the date of grant if vesting is based solely on time. The fair value of restricted stock units granted is detailed below for the years associated with the costs recorded in the table:

 

		2017				2016				2015				2022				2021
Weighted average market closing price on date of grant for restricted stock units where vesting is time based.			—				—				—			$	14.56			$	20.74
Weighted average fair market value of restricted stock units where vesting is contingent on market factors		$	11.54			$	10.59			$	13.16
Weighted average market closing price on date of grant for restricted stock awards where vesting is time based.															-				-

 

Column (h) – Non-Equity Incentive Plan Compensation

See “CD&A – Annual Cash Incentive Bonus” on page 17 for a description of the Incentive Compensation Plan. Amounts shown for 20152021 were paid to the named executive officers in February, 2022. Amounts shown for 2022 were paid to the named executive officers in March, 2016. Amounts shown for 2016 were paid2023. Mr. Glazer and Mr. Griffin elected to the named executive officersreceive their 2022 annual cash incentive bonus in February, 2017. Amounts shown for 2017 were paid to the named executive officersstock in February, 2018.lieu of cash, as reported in column (e).

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Column (i) - Change in Pension Value and Nonqualified Deferred Compensation Earnings

See “Nonqualified Deferred Compensation” on page 21..

 

Column (j) – All Other Compensation

All other compensation includes the following:

 

Name		401(k) Matching Contribution				Life Insurance and Supplemental Long Term Disability				German Tax Equalization				Total All Other Compensation
2017
David L. Fetherman			12,499				1,013				—				13,512
Stephen R. Wawrin			12,360				721				—				13,081
Patrick J. Griffin			8,355				529				—				8,884
2016
David L. Fetherman			13,278				967				—				14,245
Stephen R. Wawrin			12,064				704				—				12,768
Patrick J. Griffin			8,357				528				83,572				92,457
2015
David L. Fetherman			11,044				658				—				11,702
Stephen R. Wawrin			9,860				575				—				10,435
Patrick J. Griffin			8,100				470				—				8,570

 

Grants of Plan Based Awards

The following table sets forth certain information concerning grants of plan-based awards to each of our named executive officers during 2017. Actual cash incentive awards are disclosed under column (h) of the Summary Compensation Table, page 19. The material terms of these awards and the material plan provisions relevant to these awards are described in the footnotes to the table below.

Name		Grant Date		All Other Stock Awards: Number of Shares of Stock or Units (#) (1)				Grant Date Fair Value of Stock Awards ($) (2)				Grant Date Fair Value of Option Awards ($) (3)				401(k) Matching Contribution				Life Insurance and Supplemental Long Term Disability				Travel Reimbursements (1)				Total All Other Compensation
David L. Fetherman		03/02/17			7,000			$	80,780				—
2022
Walter P. Glazer, Jr.																	-				1,431				32,000				33,431
Stephen R. Wawrin		03/02/17			4,100			$	47,314				—				14,077				1,193				-				15,270
Patrick J. Griffin		03/02/17			1,700			$	19,618				—				10,932				679				-				11,611
2021
Walter P. Glazer, Jr.																	-				-				31,000				31,000
Stephen R. Wawrin																	17,400				1,145				-				18,545
Patrick J. Griffin																	10,450				645				-				11,095

 

(1)

The amounts disclosedCompany partially reimbursed Mr. Glazer for costs associated with his air travel and other expenses incurred in this column represent stock awards, stock compensation,connection with commuting to and Restricted Stock Units (“RSU”) issued under the Escalade, Incorporated 2007 Incentive Plan.

(2)

The amounts disclosed in this column are calculated based on the provision of ASC Topic 718 Stock Compensation. The fair value of each grant is estimated on the date of grant using the using Monte Carlo technique.

(3)

The amounts disclosed in this column are calculated based on the provision of ASC Topic 718 Stock Compensation. The fair value of each grant is estimated on the date of grant using the Black-Scholes option-pricing model.from Evansville while retaining his primary residence.

 

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Outstanding Equity Awards at Fiscal Year End

 

The following table outlines outstanding long-term equity-based incentive compensation awards for the Company’s named executive officers as of December 30, 2017.31, 2022.

 

		Option Awards																Stock Awards							Option Awards					Stock Awards
Name		Number of Securities Underlying Unexercised Options (#) Exercisable				Number of Securities Underlying Unexercised Options (#) Unexercisable				Option Exercise Price ($/Share) (1)				Option Expiration Date				Number of Shares or Units of Stock that Have Not Vested (#)				Market Value of Shares or Units of Stock that Have Not Vested ($) (2)			Number of Securities Underlying Unexercised Options (# ) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Option Exercise Price ($/Share) (1)	Option Expiration Date		Number of Shares or Units of Stock that Have Not Vested (#) (3)	Market Value of Shares or Units of Stock that Have Not Vested ($) (2)
David L. Fetherman			-				20,000	(3)		$	14.39				2/26/2022				-				-
																			21,400				263,220
Walter P. Glazer, Jr.																									-			-		- 130,819	- 1,331,737
Stephen R. Wawrin			3,000				-			$	5.85				3/01/2018				-				-		-			-		- 13,231	- 134,692
																			10,916				134,267
Patrick J. Griffin			-				-				-				-				4,450				54,735		-			-		- 8,064	- 82,092

 

(1)

The option exercise price is equal to the closing market price on the date the options were granted.

(2)

The amounts set forth in this column equal the number of unvested restricted stock units multiplied by the closing market price of the underlying common stock ($12.30)10.18) on December 30, 2017.31, 2022.

(3)

Options granted were Includes 1,667 restricted stock units awarded to vest 33.3% per yearMr. Glazer in March 2021 for three years, beginning February 26, 2019.

service as a non-employee director.

Option Exercises and Stock Vested

The following table shows all stock options exercised and the value realized upon exercise as well as number of shares acquired on vesting and value realized upon vesting by the named executive officers during 2017:

		Stock Awards
Name		Number of Shares Acquired on Exercise  (#)				Value Realized on Exercise ($) (1)				Number of Shares Acquired on Vesting (#)				Value Realized on Vesting ($) (2)
David L. Fetherman			4,000			$	23,000				5,300			$	68,900
Stephen R. Wawrin			3,500				27,020				1,692				21,996
Patrick J. Griffin			1,000				7,250				733				9,529

(1)

Value realized reflects the market price of common stock on date of exercise, less the option exercise price.

(2)

Value realized reflects the market price of common stock on date of vesting.

 

Nonqualified Deferred Compensation

 

The Company does not currently maintain any nonqualified deferred compensation plans.

 

Potential Payments upon Termination or Change in Control

 

Mr. Fetherman has an agreement with the Company which provides that if the Company would terminate Mr. Fetherman’s employment without cause, or if Mr. Fetherman would resign for good reason, then Mr. Fetherman would receive a payment equal to one year of his base salary. The Company also would be obligated to pay Mr. Fetherman a proportionate amount of any incentive compensation payable to Mr. Fetherman for the year in which such severance occurred, determined at the end of such year if the incentive criteria are achieved. Other than the agreement with Mr. Fetherman and other than benefits that are generally available to all other salaried employees of the Company, the named executive officers have no agreements that would provide them with any cash payments upon termination of employment with the Company.

 

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Upon a change in control of the Company, as defined in the Escalade, Incorporated 2017 Incentive Plan (approved by the Company’s stockholders at the 2017 annual meeting), the vesting of all outstanding unvested stock options and restricted stock unit awards would be accelerated if not assumed or substituted for by the resulting company. This is true for all stock option recipients, not just the named executive officers. Based upon the closing stock price of the Company’s common stock as of December 30, 201731, 2022 ($12.30)10.18), Mr. Fetherman,Glazer, Mr. Wawrin, and Mr. Griffin would potentially receive value for unvested stock options and awards of approximately $471,572.$1,548,521. Mr. Fetherman’s options andGlazer’s awards have a value of $263,220,$1,331,737, Mr. Wawrin’s options and awards have a value of $153,617,$134,692, and Mr. Griffin’s options and awards have a value of $54,735.$82,092. All optionsrestricted stock units expire on or before February 26, 2022. The potential value of unexercised stock options is computed as the difference between the exercise price and the closing stock price multiplied by the number of shares. Options with exercise prices higher than the closing market price are not included in the calculation.March 2, 2025. The potential value of unvested stock awards is computed as the closing stock price multiplied by the number of shares.

 

PAY VERSUS PERFORMANCE

Pay vs. Performance Table

The following table reports the compensation of the Company’s Principal Executive Officer (“PEO”), referred elsewhere in this proxy statement as our Chief Executive Officer and President, and the average compensation of the Company’s other named executive officers as reported in the Summary Compensation Table under “EXECUTIVE COMPENSATION” for the past two fiscal years, as well as their “compensation actually paid” as calculated pursuant to Item 402(v) of Regulation S-K as adopted by the SEC and certain performance measures required thereunder.

Fiscal Year1	Summary Compensation Table Total for Walter P. Glazer, Jr., Principal Executive Officer (PEO-1)2	Compensation Actually Paid to PEO-1	Summary Compensation Table Total for Scott J. Sincerbeaux, Principal Executive Officer (PEO-2)3	Compensation Actually Paid to PEO-2	Average Summary Compensation Table Total for non-PEO Named Executive Officers (NEOs)4	Average Compensation Actually Paid to NEOs	Value of initial fixed $100 investment based on Total Shareholder Return5	Company Net Income for the Fiscal Year
2022	$2,710,7816	$2,110,5657	N/A	N/A	$502,305	$438,0117	$52.28	$17,989,000
2021	$964,687	$1,038,5748	$582,138	($609,875)8	$554,052	$481,8428	$74.92	$24,495,000

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¹ The Company’s 2022 and 2021 fiscal years ended on December 31, 2022 and December 25, 2021, respectively. All numbers reported in this table relate to the applicable fiscal year. Beginning January 1, 2023, the Company has changed its fiscal year to be the calendar year.

² Mr. Glazer served as the Company’s interim Chief Executive Officer and President from February 19, 2021 through December 31, 2021. Effective January 1, 2022, Mr. Glazer became the Company’s full time Chief Executive Officer and President.

³Mr. Sincerbeaux served as the Company’s Chief Executive Officer and President until February 19, 2021.

⁴ The non-PEO named executive officers in both 2021 and 2022 were Stephen R. Wawrin, the Company’s Chief Financial Officer, Vice President Finance, and Secretary, and Patrick J. Griffin, the Company’s Vice President, Corporate Development and Investor Relations.

⁵ Calculated based upon the closing price of a share of the Company’s common stock on the last day of its 2020, 2021 and 2022 fiscal years, which prices were $21.69, $15.69, and $10.18, respectively.

⁶ Includes $892,425 in restricted stock units awarded to Mr. Glazer as a one-time incentive in connection with his agreement to become the Company’s full time Chief Executive Officer and President.

⁷ The amounts reported as “Compensation Actually Paid” in 2022 to Messrs. Glazer, Wawrin and Griffin have been calculated in accordance with Item 402(v) of SEC Regulation S-K. As required by Item 402(v), the following adjustments were made to each such individual’s 2022 total compensation in order to compute “compensation actually paid”:

	Walter P. Glazer, Jr. (PEO-1)	Average NEOs
Total Compensation Reported in Summary Compensation Table(a)	$2,710,781	$502,305
Minus Fair Value of Equity Awards made in 2022(b)	(1,895,175)	(83,563)
Plus Fair Value of Equity Awards granted in 2022 that are outstanding and unvested at end of 2022(c)	1,314,767	63,625
Plus Change in Fair Value of Equity Awards granted prior to 2022 that are outstanding and unvested at end of 2022(d)	(9,185)	(24,231)
Plus Fair Value of Equity Awards granted in 2022 that vested in 2022	0	0
Plus Change in Fair Value of Equity Awards granted prior to 2022 that vested in 2022(e)	(10,623)	(20,125)
Minus Fair Value of Equity Awards granted prior to 2022 that failed to meet applicable vesting conditions	0	0
Total	$2,110,565	$438,011

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^(a) See Column (k) of Summary Compensation Table under “EXECUTIVE COMPENSATION.”

^(b) See Columns (e) and (g) of Summary Compensation Table under “EXECUTIVE COMPENSATION.”

^(c) Calculated based on 12/31/22 stock price ($10.18).

^(d) Calculated based on difference between 12/31/22 stock price and 12/25/21 stock price ($15.69).

^(e) Calculated based on difference between vesting date stock price and 12/25/21 stock price ($15.69).

⁸ The amounts reported as “Compensation Actually Paid” in 2021 to Messrs. Glazer, Sincerbeaux, Wawrin and Griffin have been calculated in accordance with Item 402(v) of SEC Regulation S-K. As required by Item 402(v), the following adjustments were made to each such individual’s 2021 total compensation in order to compute “compensation actually paid”:

	Walter P. Glazer, Jr. (PEO-1)	Scott J. Sincerbeaux (PEO-2)	Average NEOs
Total Compensation Reported in Summary Compensation Table(a)	$964, 687	$582,138(b)	$554,052
Minus Fair Value of Equity Awards made in 2021(c)	(69,126)(d)	0	(64,190)
Plus Fair Value of Equity Awards granted in 2021 that are outstanding and unvested at end of 2021(e)	52,2953	0	48,561
Plus Change in Fair Value of Equity Awards granted prior to 2021 that are outstanding and unvested at end of 2021(f)	(15,000)	0	(54,510)
Plus Fair Value of Equity Awards granted in 2021 that vested in 2021(g)	108,007(h)	0	0
Plus Change in Fair Value of Equity Awards granted prior to 2021 that vested in 2021(i)	(2,289)	(25,546)	(2,071)
Minus Fair Value of Equity Awards granted prior to 2021 that failed to meet applicable vesting conditions(j)	0	(1,166,467)(k)	0
Total	$1,038,574	($609,875)	$481,842

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^(a) See Column (k) of Summary Compensation Table under “EXECUTIVE COMPENSATION” for Messrs. Glazer, Wawrin and Griffin. See Column (k) of Summary Compensation Table under “EXECUTIVE COMPENSATION” of the Company’s 2022 Proxy Statement as relates to Mr. Sincerbeaux.

^(b) Includes $435,373 in salary for Mr. Sincerbeaux, which was the amount owed to him for the full 2021 fiscal year pursuant to his Executive Severance Agreement.

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^(c) See Column (g) of Summary Compensation Table under “EXECUTIVE COMPENSATION” for Messrs. Glazer, Wawrin and Griffin. See Column (g) of Summary Compensation Table under “EXECUTIVE COMPENSATION” of the Company’s 2022 Proxy Statement as relates to Mr. Sincerbeaux.

^(d) Consists of restricted stock units issued to Mr. Glazer for service as a non-employee director of the Company in 2021.

^(e) Calculated based on 12/25/21 stock price ($15.69).

^(f) Calculated based on difference between 12/25/21 stock price and 12/26/20 stock price ($21.69).

^(g) Calculated based on vesting date stock price.

^(h) Consists of shares of Company stock issued to Mr. Glazer in lieu of cash for services as a non-employee director of the Company in 2021.

⁽ⁱ⁾ Calculated based on difference between vesting date stock price and 12/26/20 stock price ($21.69).

^(j) Calculated based on 12/26/20 stock price ($21.69).

^(k) Consists of awards of restricted stock and restricted stock units that were forfeited in 2021 upon Mr. Sincerbeaux’s cessation of service as the Company’s Chief Executive Officer and President.

Relationship Between Compensation Actually Paid and Presented Company Performance Measures

The amounts of “Compensation Actually Paid” shown in the above Pay vs. Performance Table have been calculated as required by Item 402(v) of SEC Regulation S-K. Such calculated amounts do not represent the actual amount of compensation earned by or paid to such individuals in the fiscal years shown. Item 402(v) also requires that the Company’s total shareholder return (TSR) and net income for each of the fiscal years shown be included in the Pay vs. Performance Table as Company performance measures. While the Compensation Committee considers TSR and net income in determining executive compensation, the Committee also utilizes various other performance measures in seeking to align executive compensation with the Company’s performance as well as certain subjective measures, all as described in more detail under “Compensation Discussion and Analysis (CD&A).”

As discussed below, the Company believes that “compensation actually paid” with respect to its named executive officers generally aligns with the Company’s TSR and net income in fiscal years 2021 and 2022. The relationship between the “compensation actually paid” to the Company’s Principal Executive Officers and the presented performance measures is impacted by the fact that the Company experienced a change in its Principal Executive Officer in 2021. That change resulted in certain severance payments to, and forfeitures of certain equity incentive awards by, Mr. Sincerbeaux, the former Principal Executive Officer, in 2021 and in certain one-time equity incentive awards to Mr. Glazer, the new Principal Executive Officer, in 2022. Because Mr. Sincerbeaux served as the Company’s Principal Executive Officer for less than two months in fiscal year 2021, changes in the Company’s TSR and net income for fiscal years 2021 and 2022 did not have any direct relationship on the amounts paid to Mr. Sincerbeaux as those amounts were fixed pursuant to the terms of contractual arrangements entered into with him in 2020.

Compensation Actually Paid, TSR and Net Income. The Company’s cumulative total shareholder return decreased by approximately 30% in 2022 compared to 2021. Net income for 2022 decreased approximately 26% compared to 2021. The “compensation actually paid” to Mr. Glazer in 2022 increased compared to 2021, due in part to a one-time award of restricted stock units in connection with his agreement to become the Company’s full-time Chief Executive Officer and President and his first award of restricted stock units received for his service in that role. The average “compensation actually paid” to the Company’s non-PEO named executive officers decreased approximately 9% in 2022 compared to 2021. The annual incentive bonus paid to Mr. Glazer in 2022 decreased approximately 37% and the average annual incentive bonus paid to the Company’s non-PEO named executive officers in 2022 decreased approximately 34%. The value of their respective outstanding equity awards also decreased substantially as shown above in the footnotes to the Pay vs. Performance Table. Accordingly, the Company believes that the amount of “compensation actually paid” bears a significant correlation to the Company’s total shareholder return and to the Company’s net income.

INDEPENDENT PUBLIC ACCOUNTING FIRM

 

The independent public accounting firm of FORVIS, LLP, formerly BKD, LLP, (the “Auditors”) was engaged by the Company’s Audit Committee to audit the Company’s consolidated financial statements for the year ended December 30, 2017. BKD,31, 2022. FORVIS, LLP has served as independent auditors for the Company since 1977. Audit services performed by BKD,FORVIS, LLP during the fiscal year most recently completed included examinations of the financial statements of the Company, services related to filings with the Securities and Exchange Commission and consultations on matters related to accounting. Representatives of BKD,FORVIS, LLP are expected to be present at the 20182023 Annual Meeting and will have the opportunity to make a statement if they desire to do so and are expected to be available to respond to appropriate questions.

 

PRINCIPAL ACCOUNTING FIRM FEES

 

The following table sets forth the aggregate fees billed to Escalade, Incorporated for the fiscal years ended December 30, 201731, 2022 and December 31, 201625, 2021 by the Company’s principal accounting firm, BKD,FORVIS, LLP.

 

		2017				2016				2022				2021
Audit Fees		$	351,679			$	312,632			$	431,375			$	379,355
Audit-Related Fees			9,000				9,000				9,600				10,712
Tax Fees			—				—				--				--
All Other Fees			—				—				--				--
Total		$	360,679			$	321,632			$	440,975			$	390,067

 

Audit Fees. Fees for audit services consist of:

 

· ●

Audit of the Company’s annual financial statements.

· ●

Audit services associated with Rule 404 of the Sarbanes-Oxley Act of 2002, which requires the independent registered accounting firm to audit Management’s evaluation of internal controls over financial reporting as of the end of the fiscal year. The auditor’s unqualified opinion is contained in the 20172022 Annual Report.

· ●

Reviews of the Company’s quarterly financial statements.

· ●

Statutory and regulatory audits, consents and other services related to SEC matters.

 

Audit-Related Fees. Fees for audit-related services consist of financial accounting and reporting consultation. The Company has not employed BKD,FORVIS, LLP for any audit-related services in 20172022 or 20162021 other than for the audit of the Company’s 401(k) Plan.

 

Tax Fees. Fees for tax services consist of professional services rendered by BKD,FORVIS, LLP related to corporate income tax return preparation, compliance and advice. The Company does not employ BKD,FORVIS, LLP to perform tax compliance services.

 

The Audit Committee is responsible for pre-approving all auditing services and permitted non-audit services to be performed by its independent auditors, except as described below. Pre-approval shall not be required for the provision of non-audit services if (1) the aggregate amount of all such non-audit services constitute no more than 5% of the total amount of revenues paid by the Company to the auditors during the fiscal year in which the non-audit services are provided, (2) such services were not recognized by the Company at the time of engagement to be non-audit services, and (3) such services are promptly brought to the attention of the Audit Committee and approved prior to the completion of the audit. No services were provided by BKD,FORVIS, LLP pursuant to these exceptions.

22

 

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

 

The Audit Committee of the Board of Directors is charged with the responsibility to review and pre-approve all related party or affiliate transactions between the Company and its directors, executive officers, employees and/or their affiliates or in which any such persons directly or indirectly is interested or may benefit. The Company currently has no agreements, arrangements, transaction or similar relationship with any of its directors or executive officers.

 

25

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OTHER SECURITIES FILINGS

 

The information contained in this Proxy Statement under the headings "Report of Compensation Committee” andCommittee,” “Report of the Audit Committee” and “Pay Versus Performance” are not, and should not be deemed to be, incorporated by reference into any prior filings by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934 that purport to incorporate future filings or portions thereof by reference (including this proxy statement).

 

STOCKHOLDER PROPOSALS FOR THE 20192024 ANNUAL MEETING

 

In order to be included in the Company’s proxy materials for the 20192024 Annual Meeting of Stockholders, a stockholder proposal or a stockholder nomination for director must be in writing and received by the Company’s Secretary at the principal executive offices in Evansville, Indiana by the close of business on November 27, 2018.February 10, 2024. Submission of a proposal or nomination before the deadline does not guarantee its inclusion in the proxy materials.

 

Under the Company’s Bylaws, director nominations and other business may be brought at an annual meeting of stockholders only by or at the direction of the Board of Directors or by a stockholder entitled to vote who has submitted a proposal in accordance with the requirements of the Company’s Bylaws as in effect from time to time. To be timely under the Bylaws as now in effect, a stockholder notice must be delivered or mailed to the Secretary at the principal executive offices not less than ninety (90) days prior to the first anniversary of the preceding year’s annual meeting of stockholders. Stockholder proposals for the 20192024 Annual Meeting must be received by February 15, 2019.10, 2024. However, in the event that the date of the annual meeting is advanced more than thirty (30) days prior to such anniversary date or delayed more than sixty (60) days after such anniversary date, then to be timely such notice must be received no later than the later of ninety (90) days prior to the date of the meeting or the tenth day following the day on which public announcement of the date of the meeting was made. Please refer to the full text of the Company’s advance notice Bylaw provisions for additional information and requirements.

 

In addition to satisfying the advance notice requirements under the Company’s Bylaws as described above, to comply with the SEC’s universal proxy rules, a person who intends to solicit proxies in support of director nominees other than the Company’s nominees must provide notice to the Company that sets forth the information required by SEC Rule 14a-9(b) under the Exchange Act. Such notice must be received no later than 60 calendar days prior to the anniversary of the previous year's annual meeting. For any such director nominee to be included on our proxy card for the 2024 Annual Meeting, the Company’s Secretary must receive notice under SEC Rule 14a-19 no later than March 11, 2024.

OTHER BUSINESS

 

The Company is not aware of any matters that will be presented at the 20182023 Annual Meeting other than the election of directors, ratification of auditors, and approval, by non-binding vote, of the compensation of the Company’s named executive officers. No other matters have been presented to the Company in accordance with the Company’s Bylaws. However, if any other proposal that requires a vote would be properly presented at the 20182023 Annual Meeting, the persons named in the Company’s proxy for the 20182023 Annual Meeting will be allowed to exercise their discretionary authority to vote upon such proposal without the matter having been discussed in this proxy statement. Only such proposals as are (1) required by Securities and Exchange Commission Rules, and are (2) permissible stockholder motions under the General Corporation Law of the State of Indiana and the Company’s Bylaws will be included on the Company’s annual meeting docket. If any matters properly come before the 20182023 Annual Meeting, it is intended that the persons named in the accompanying Proxy will vote thereon according to their best judgment and interest of the Company.

 

By order of the Board of Directors
/s/ Stephen R. Wawrin
VP Finance, CFO & Secretary

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ESCALADE, INCORPORATED C/O BROADRIDGE P.O. BOX 1342 BRENTWOOD, NY 11717 VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. For Withhold For All All All Except To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. The Board of Directors recommends you vote FOR the following: 1. Election of Directors Nominees 01 Richard D. White 02 Edward E. Williams 03 Richard F. Baalmann, Jr 04 David L. Fetherman 05 Patrick J. Griffin 06 Walter P. Glazer, Jr. The Board of Directors recommends you vote FOR proposals 2 and 3. For Against Abstain 2. Ratify the appointment of BKD, LLP, as the independent registered public accounting firm for Escalade, Incorporated for 2018. 3. To approve, by non-binding vote, the compensation of our named executive officers. NOTE: Such other business as may properly come before the meeting or any adjournment thereof. For address change/comments, mark here. (see reverse for instructions) Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date 0000364309_1 R1.0.1.17  

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Annual Report, Notice & Proxy Statement is/are available at www.proxyvote.com ESCALADE, INCORPORATED Annual Meeting of Stockholders May 16, 2018 This proxy is solicited by the Board of Directors The undersigned hereby appoints Richard D. White and Edward E. Williams, and each of them, with power to act without the other and with power of substitution, as proxies and attorneys-in-fact and hereby authorizes them to represent and vote, as provided on the other side, all the shares of Escalade, Incorporated Common Stock which the undersigned is entitled to vote and, in their discretion, to vote upon such other business as may properly come before the Annual Meeting of Stockholders of the Company to be held May 16, 2018 or any adjournment thereof, with all powers which the undersigned would possess if present at the Meeting. THIS PROXY CARD, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED. IF NO DIRECTION IS MADE BUT THE CARD IS SIGNED, THIS PROXY CARD WILL BE VOTED FOR THE ELECTION OF ALL NOMINEES UNDER PROPOSAL 1, FOR PROPOSAL 2, FOR PROPOSAL 3, AND IN THE DISCRETION OF THE PROXIES WITH RESPECT TO SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING. Address change/comments: (If you noted any Address Changes and/or Comments above, please mark corresponding box on the reverse side.) Continued and to be signed on reverse side 0000364309_2 R1.0.1.17  

/s/ Stephen R. Wawrin

VP Finance, CFO & Secretary

 

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