UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No.     )

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PriceSmart, Inc.

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2019 PROXY STATEMENT

PROXY STATEMENT F0R 2022

ANNUAL MEETING OF SHAREHOLDERSSTOCKHOLDERS

The Annual Meeting of Shareholders will be held at

PRICESMART, INC.

9740 Scranton Road

San Diego, California 92121

PRICESMART, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT

TO THE STOCKHOLDERS OF PRICESMART, INC.:

Notice is hereby given that the Annual Meeting (the “Annual Meeting”) of the Stockholders of PriceSmart, Inc. (the “Company”), will be held at 10:008:30 a.m. P.S.T. on Thursday, February 6, 2020 at3, 2022. As a result of the Company’s corporate headquarters, 9740 Scranton Road, San Diego, California, 92121public health and travel risks and concerns due to the COVID-19 pandemic, the Annual Meeting will be held via live audio webcast on the internet. You will be able to participate, vote and submit your questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/PSMT2022. You will not be able to attend the Annual Meeting physically. The Annual Meeting will be held for the following purposes:

The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice. The Board of Directors has fixed the close of business on December 9, 20196, 2021 as the record date for the determination of stockholders entitled to notice of and to vote at the Annual Meeting. A list of such stockholders shall be open to the examination of any stockholder at the Annual Meeting and for a period of ten days prior to the date of the Annual Meeting at the Company’s corporate headquarters, 9740 Scranton Road, San Diego, California 92121. During the Annual Meeting, any stockholder attending the Annual Meeting may access a list of the stockholders entitled to vote at the Annual Meeting at www.virtualshareholdermeeting.com/PSMT2022.

Accompanying this Notice is a Proxy. WHETHER OR NOT YOU EXPECT TO BE ATATTEND THE ANNUAL MEETING, PLEASE SIGN AND DATE THE ENCLOSED PROXY AND RETURN IT PROMPTLY, OR YOU MAY VOTE YOUR SHARES BY TELEPHONE OR OVER THE INTERNET, AS DESCRIBED IN THE ENCLOSED PROXY. If you plan to attend the Annual Meeting and wish to vote your shares personally, you may do so at any time before the Proxy is voted.

All stockholders are cordially invited to attend the meeting.

BY ORDER OF THE BOARD OF DIRECTORS

Francisco J. Velasco

Secretary

San Diego, California

December 20, 201917, 2021

PRICESMART, INC.

9740 Scranton Road

San Diego, California 92121

PROXY STATEMENT

for

ANNUAL MEETING OF STOCKHOLDERS

February 6, 20203, 2022

The Board of Directors of PriceSmart, Inc., a Delaware corporation (the “Company”), is soliciting the enclosed Proxy for use at the Annual Meeting of Stockholders of the Company to be held on February 6, 20203, 2022 (the “Annual Meeting”), and at any adjournments thereof. The Annual Meeting will be a virtual meeting via live audio webcast on the internet. You will be able to attend the Annual Meeting, vote and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/PSMT2022 and entering the 16-digit control number included in the Notice of Internet Availability or proxy card that you receive. For further information about the Annual Meeting, please see “Important Information about the Annual Meeting and Voting” beginning on page 3.

This Proxy Statement will be first sent to stockholders on or about December 20, 2019.17, 2021. You can submit your Proxy by mail or you may provide voting instructions for your shares by telephone or via the Internet.internet. Instructions for voting by telephone, by using the Internetinternet or by mail are described on the enclosed Proxy. If you plan to attend the virtual Annual Meeting and wish to vote your shares personally, you may do so. Unless contrary instructions are indicated on the Proxy, all shares represented by valid Proxies received pursuant to this solicitation (and not revoked before they are voted) will be voted for the election of the Board of Directors’ nominees for directors, or for a substitute or substitutes selected by the Board of Directors in the event a nominee or nominees are unable to serve or decline to do so; for the approval, on an advisory basis, of the compensation of the Company’s executive officers for fiscal year 2019;2021; and for the ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending August 31, 2020.2022. As to any other business whichthat may properly come before the Annual Meeting and be submitted to a vote of the stockholders, Proxies received by the Board of Directors will be voted in accordance with the best judgment of the holders thereof.

A Proxy may be revoked by written notice to the Secretary of the Company at any time prior to the Annual Meeting by executing a later Proxy or by attending the virtual Annual Meeting and voting in person.at the meeting.

The Company will bear the cost of solicitation of Proxies. In addition to the use of mails, Proxies may be solicited by personal interview, telephone, facsimile ore-mail, by officers, directors and other employees of the Company. The Company also will request persons, firms and corporations holding shares in their names, or in the names of their nominees, which are beneficially owned by others, to send, or cause to be sent, Proxyproxy material to, and obtain Proxies from, such beneficial owners and will reimburse such holders for their reasonable expenses in so doing.

The Company’s mailing address is 9740 Scranton Road, San Diego, California 92121.

Voting

Stockholders of record at the close of business on December 9, 20196, 2021 (the “Record Date”) will be entitled to notice of, and to vote at, the Annual Meeting or any adjournments thereof.

As of December 9, 2019, 30,612,5116, 2021, 30,862,489 shares of the Company’s common stock, $0.0001 par value per share (“Common Stock”), were outstanding, representing the only voting securities of the Company. Each share of Common Stock is entitled to one vote.

Votes cast by Proxy or in person at the Annual Meeting will be counted by the person appointed by the Company to act as Inspector of Election for the Annual Meeting. The Inspector of Election will treat shares represented by Proxies that reflect abstentions or include “brokernon-votes” as shares that are present and entitled to vote for purposes of determining the presence of a quorum.

Because directors are elected by a plurality of the votes of the shares present in person or represented by Proxy at the Annual Meeting and entitled to vote on the election of directors, the nineten director nominees who receive the greatest number of votes cast will be elected directors.

Thenon-binding advisory vote on executive compensation and the ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending August 31, 20202022 require the affirmative vote of a majority of the aggregate votes present, in person or by proxy, and entitled to vote at the Annual Meeting.

Abstentions and brokernon-votes (and are not includedshares represented by proxies reflecting broker non-votes) will have the same effect as votes cast and will not affect the outcome ofa negative vote for any proposal requiring a majority of the proposals.aggregate votes present, in person or by proxy, and entitled to vote at the Annual Meeting. Brokernon-votes occur when a person holding shares in street name, such as through a brokerage firm, does not provide instructions as to how to vote those shares and the broker does not then vote those shares on the stockholder’s behalf.

Important Information about the Annual Meeting and Voting

Why Is the Company Soliciting My Proxy?

The Board of Directors is soliciting your proxy to vote at the Annual Meeting to be held at 8:30 a.m. P.S.T. on Thursday, February 3, 2022. The Annual Meeting will be held via live audio webcast on the internet. You will be able to participate, vote and submit your questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/PSMT2022. You will not be able to attend the Annual Meeting physically. This Proxy Statement, along with the accompanying Notice of Annual Meeting of Stockholders, summarizes the purposes of the meeting and the information you need to know to vote at the Annual Meeting.

We have made available to you on the internet or have sent you this Proxy Statement, the Notice of Annual Meeting of Stockholders, the Proxy and a copy of our Annual Report on Form 10-K for the fiscal year ended August 31, 2021 because you owned shares of PriceSmart, Inc. Common Stock on the Record Date. This Proxy Statement will be first sent to stockholders on or about December 17, 2021.

Why are you holding a Virtual Annual Meeting?

Due to the continuing public health impact of COVID-19 and to support the health and well-being of our stockholders, the Annual Meeting will be held in a virtual meeting format only.

How Do I Vote?

Whether you plan to attend the Annual Meeting or not, we urge you to vote by proxy. If you vote by proxy, the individuals named on the Proxy, or your “proxies,” will vote your shares in the manner you indicate. For example, you may specify whether your shares: should be voted for or withheld for each nominee for director; should be voted for, against or abstained with respect to the approval, on an advisory basis, of compensation of the Company’s named executive officers; and should be voted for, against or abstained with respect to the ratification of the appointment of the Company’s independent registered public accountant, as disclosed in this Proxy Statement. Voting by proxy will not affect your right to attend the Annual Meeting. If your shares are registered directly in your name through our transfer agent, or you have stock certificates registered in your name, you may submit a proxy to vote:

The Annual Meeting will be a virtual meeting of stockholders conducted via a live audio webcast that provides stockholders the same rights and opportunities to participate as they would have at an in-person meeting. We believe that a Annual Meeting will provide expanded stockholder access and participation and improved communications. You will be able to vote your shares electronically at the Annual Meeting. To attend and submit your questions during the Annual Meeting, please visit www.virtualshareholdermeeting.com/PSMT2022. To participate and vote during the Annual Meeting, you will need the 16-digit control number included on your Notice of Internet Availability or on your Proxy. Beneficial stockholders who do not have a control number may gain access to and vote at the meeting by logging in to their broker, brokerage firm, bank or other nominee’s website and selecting the stockholder communications mailbox to access the meeting; instructions should also be

Important Information About the Annual Meeting and Voting

(continued)

provided on the voting instruction card provided by your broker, bank, or other nominee. If you encounter any difficulties accessing the Annual Meeting during check-in or the meeting, please call the technical support number that will be posted on the virtual stockholder meeting log-in page.

What happens if there are technical difficulties during the Annual Meeting?

We will have technicians ready to assist you with any technical difficulties you may have accessing the Annual Meeting, voting at the Annual Meeting or submitting questions at the Annual Meeting. If you encounter any difficulties accessing the Annual Meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual stockholder meeting log-in page.

Is Voting Confidential?

We will keep all the Proxies, ballots and voting tabulations private. We only let our Inspector of Election and our Secretary examine these documents. Management will not know how you voted on a specific proposal unless it is necessary to meet legal requirements. We will, however, forward to management any written comments you make on the Proxy or otherwise provide.

Attending the Annual Meeting

This year, the Annual Meeting will be held in a virtual meeting format only. To attend the Annual Meeting, go to www.virtualshareholdermeeting.com/PSMT2022 shortly before the meeting time, and follow the instructions for downloading the webcast. You need not attend the Annual Meeting in order to vote.

Proposal 1Election of Directors

Based on the recommendation of the Nominating/Corporate Governance Committee, the Board of Directors of the Company has nominated and recommends for election as directors the nineten persons named herein to serve until the next Annual Meeting of Stockholders and until their respective successors shall have been duly elected and qualified. In accordance with the Company’s Second Amended and Restated Bylaws, the size of the Board will be reduced from eleven to nine members immediately prior to the Annual Meeting pursuant to a resolution adopted by the Board. Following the Annual Meeting, there will be no vacancies on the Board. All of the nominees are presently directors of the Company. Each of the nominees has consented to serving as a nominee and being named as a nominee in this Proxy Statement and to serving as a director if elected. Directors are elected by a plurality of the votes of the shares present in person or represented by Proxy at the Annual Meeting and entitled to vote on the election of directors. The enclosed Proxy will be voted in favor of the persons nominated unless otherwise indicated. If any of the nominees should be unable to serve or should decline to do so, the discretionary authority provided in the Proxy will be exercised by the proxy holders to vote the shares represented by the Proxies for one or more substitute nominees selected by the present Board of Directors. The Board of Directors does not believe at this time that any substitute nominee or nominees will be required.

Nominations Process

Identification and Evaluation of Nominees for Directors

The Nominating/Corporate Governance Committee identifies nominees for director by first evaluating the current members of our Board of Directors willing to continue in service. Current members with qualifications and skills that are consistent with the Nominating/Corporate Governance Committee’s criteria for board service, as set forth in the section below entitled “Director Qualifications,” and who are willing to continue in service are considered forre-nomination, balancing the value of continuity of service by existing members of our Board of Directors with that of obtaining a new perspective.

If any member of the Board of Directors does not wish to continue in service or if the Board of Directors decides not tore-nominate a member forre-election, the Nominating/Corporate Governance Committee identifies the desired skills and experience of a new nominee in light of the criteria set forth below in “Director Qualifications.” The Nominating/Corporate Governance Committee generally consults with other members of the Board of Directors and may seek input from management, independent counsel, industry experts or advisors that the Nominating/Corporate Governance Committee believes to be desirable and appropriate. The Nominating/Corporate Governance Committee reviews the qualifications, experience and background of any candidates who are identified. Final candidates are interviewed by the members of the Nominating/Corporate Governance Committee. In making its determinations, the Nominating/Corporate Governance Committee evaluates each individual in the context of the Board of Directors as a whole, with the objective of assembling a group that can best perpetuate the success of the Company and represent stockholder interests through the exercise of sound judgment. After review and deliberation of all feedback and data, the Nominating/Corporate Governance Committee makes its recommendation to the Board of Directors.

Pursuant to the Nominating/Corporate Governance Committee Charter, stockholders of the Company who have held shares of the Company’s Common Stock for at least one year and who hold a minimum of 1% of the Company’s outstanding shares of Common Stock may suggest a candidate for director by writing to the Secretary of the Company. In order to be considered, the recommendation for a candidate must include the following written information: (1) a detailed resume of the recommended candidate; (2) an explanation of the reasons why the stockholder believes the recommended candidate is qualified for service on the Board of Directors; (3) such other information that would be required by the rules of the SEC to be included in a proxy statement; (4) the written consent of the recommended candidate; (5) a description of any arrangements or undertakings between the stockholder and the recommended candidate regarding the nomination; and (6) proof of the recommending stockholder’s stock holdings in the Company. In addition, we may require any candidate to furnish such other information as may reasonably be required by the Company to determine the eligibility of such candidate to serve as an independent director in accordance with the Company’s corporate governance guidelines or that could be material to a reasonable stockholder’s

Proposal 1  Election of Directors (continued)

understanding of the independence or lack of independence of such candidate. In order to give the Nominating/Corporate Governance Committee sufficient time to evaluate a recommended candidate and/or include the candidate in the Company’s

Proposal 1   Election of Directors (continued)

proxy statement for the annual meeting to be held in 2021,2023, the recommendation should be received by the Secretary of the Company at the Company’s principal executive offices no later than August 22, 2020.19, 2022. In the event that the Company receives director candidate recommendations from stockholders, those recommendations are evaluated in the same manner that potential nominees suggested by Board members, management or other parties are evaluated. The Company does not intend to treat stockholder recommendations in any manner different from other recommendations.

Director Qualifications

In evaluating director nominees, the Nominating/Corporate Governance Committee considers, among other things, the following factors:

While the Company does not have a specific policy regarding board diversity, in connection with its evaluation of director nominees, the Nominating/Corporate Governance Committee also considers diversity of expertise and experience in substantive matters pertaining to our business relative to other members of the Board of Directors. The Nominating/Corporate Governance Committee also considers diversity of background (including diversity of gender, race and ethnicity) and life experience. The Board of Directors and Nominating/Corporate Governance Committee are committed to actively seeking highly qualified women and individuals from minority groups to include in the pool from which new candidates are selected. The Nominating/Corporate Governance Committee’s objective is to assemble a group that can best perpetuate the success of the business and represent stockholder interests through the exercise of sound judgment using its diversity of experience.

The Board of Directors does not believe that directors should expect to be re-nominated annually. In determining whether to recommend a director for re-election, the Nominating/Corporate Governance Committee considers the director’s participation in and contributions to the activities of the Board of Directors, the results of the most recent Board evaluation, and meeting attendance.

Other than the foregoing, there are no stated minimum criteria for director nominees, although the Nominating/Corporate Governance Committee may also consider such other facts as it may deem are in the best interests of the Company and its stockholders. The Nominating/Corporate Governance Committee also believes it is appropriate for at least one, and, preferably, several, members of the Board of Directors to meet the criteria for an “audit committee financial expert” as defined by SEC rules, and that a majority of the members of the Board of Directors be independent as required under the Nasdaq Stock Market listing standards applicable to the Company. The Nominating/Corporate Governance Committee also believes it is appropriate for the Company’s chief executive officer to serve as a member of the Board of Directors. Directors’ performance and qualifications are reviewed annually by the Nominating/Corporate Governance Committee.

A copy of the Nominating/Corporate Governance Committee Charter is available on the Company’s website atwww.pricesmart.com.

Proposal 1   Election of Directors (continued)

Independent Directors

The Company’s Board of Directors has determined that the following nominees for director are “independent” under the Nasdaq Stock Market listing standards applicable to the Company: Jeffrey Fisher, Gordon Hanson, Beatriz Infante, Leon Janks, Mitchell Lynn, Gary Malino,Patricia Márquez, Robert Price, David R. Snyder and Edgar Zurcher.

Proposal 1  Election of Directors (continued)

Information Regarding Nominees

The table below indicates the name, current position with the Company and age as of November 30, 20192021 of each nominee for director.

Robert E. Price has been Executive Chairman of the Board of Directors of the Company since October 2018. At the 2020 Annual Meeting, he will cease to serve as Executive Chairman but, ifre-elected to the Board, will continue to serve as Chairman, the position he has held since the Company’sits spin-off from Price Enterprises, Inc. in 1997. He served as Executive Chairman from October 2018 to February 2020. Mr. Price also served as Chief Executive Officer and President of the Company at various times during the Company’s history, most recently as Chief Executive Officer from April 2006 until July 2010. Mr. Price was a founder of The Price Company, which operated the Price Club, and served as its Chief Executive Officer and a member of its board of directors from the time of The Price Company’s founding in 1976 until The Price Company’s merger with Costco Wholesale Corp. in 1993. Mr. Price was Chairman of the Board of Price/Costco, Inc. from October 1993 until December 1994 and Chairman of Price Enterprises from July 1994 until September 1997. Mr. Price currently serves as a Manager of The Price Group, LLC and as President of Price Philanthropies Foundation and Price Charities. Price Philanthropies is a private family foundation that supports charitable activities in the Company’s markets and San Diego, California. Mr. Price is also President of the Aaron Price Fellows Foundation, the sponsor of the Aaron Price Fellows Program. Mr. Price’s 40 year44 years of experience in the warehouse club merchandising business as well as his extensive knowledge of the Company’s business, history and culture, support the Board of Directors’ conclusion that he should serve as a director of the Company.

Sherry S. Bahrambeygui has served as Chief Executive Officer since January 2019 after servingand previously served as interim Chief Executive Officer from November 2018 to January 2019. She alsoMs. Bahrambeygui has been a director of the Company since November 2011. She2011 and served as Vice ChairChairman of the Board from October 2016 to October 2017. Ms. Bahrambeygui previouslyPrior to becoming Chief Executive Officer, she served as Senior Executivethe President and Managing Member of Thethe Price Group, LLC, an investment management firm from September 20062007 to January 2019. Additionally,2018. Before joining the Price Group, Ms. Bahrambeygui servedhad a 15-year legal career as Executive Vice President, Secretarya litigator specializing in the health care, life sciences, consumer & retail, and Vice Chairman of the Boards of Price Charities, Price Philanthropies Foundation and the Aaron Price Fellows Foundation, and as the Chief Executive Officer of PS Ivanhoe, LLC, a commercial real estate investment company. Ms. Bahrambeyguiindustries. She was a licensed stockbroker and a partner in multiple law firms, including athe founding partner of the law firm of Hosey & Bahrambeygui, LLP. She practiced law with an emphasis on complexLLP, a leading boutique civil litigation practice, from 1999 to 2007. In addition to her board service at the Company, Ms. Bahrambeygui has significant experience in corporate governance as a board member, trustee and attorney for numerous public, private and non-profit companies and boards. Ms. Bahrambeygui’s extensive international business, governance and

Proposal 1   Election of Directors (continued)

leadership experience, strategic decision-making, and corporate matters and also in the areas of employment and compensation. Ms. Bahrambeygui’s service as Chief Executive Officer, her thorough understanding of the business and operations ofability to lead the Company as well as having effectively assisted the Company on complex business matters,through digital transformation and e-commerce expansion contribute to the Board of Directors’ conclusion that she should serve as a director of the Company.

Leon C. Janks has served as a director of the Company since July 1997. He served as Vice Chair of the Board from October 2017 to October 2018 and as Lead Director since October 2018. At the 2020 Annual Meeting, he will cease to serve as Lead Director but, ifre-elected to the Board, will continue to serve as a director. Mr. Janks served as a director of Price Enterprises from March 1995 until July 1997. He has been a partner in the accounting firm of Green, Hasson & Janks LLP in Los Angeles,

Proposal 1  Election of Directors (continued)

California since 1980 and serves as its Managing Partner Emeritus. Mr. Janks has extensive experience in domestic and international business, serving a wide variety of clients in diverse businesses. Mr. Janks is a certified public accountant. Mr. Janks’ experience, his significant accounting, financial and tax expertise which qualify him as an audit committee financial expert and his many years of service to the Company as a member of the Board of Directors contribute to the Board of Directors’ conclusion that he should serve as a director of the Company.

Jeffrey Fisherhas been a director of the Company since November 2019. Since 2011, Mr. Fisher has served as the Chief Financial Officer of The Price Group, LLC, a private investment and management company, and Price Philanthropies Foundation, a privatenon-profit organization. He also has been a director of Price Philanthropies Foundation since May 2019. Since 2004, Mr. Fisher has also served as the Chief Financial Officer of PS Ivanhoe, LLC, a real estate holding company. He is also Chief Financial Officer of Aaron Price Fellows Foundation, La Jolla Fay, LLC, IvanFay, LLC, and RARSD, LLC. From January 2004 through December 2004, Mr. Fisher served as Chief Financial Officer of Price Legacy Corporation, a publicly traded Real Estate Investment Trust with approximately $1.2 billion in real estate assets. From October 2000 until joining Price Legacy, Mr. Fisher served as Chief Financial Officer of National Retail Partners, LLC, a private real estate company which owned and operated approximately $2.0 billion in real estate assets. From August 1993 to September 2000, Mr. Fisher served in various financial capacities of Burnham Pacific Properties, Inc., a publicly traded Real Estate Investment Trust. Prior to joining Burnham Pacific Properties, Mr. Fisher was a senior manager at Deloitte & Touche LLP, having started with them in 1983. Mr. Fisher is a certified public accountant. Mr. Fisher brings over 3638 years of finance, accounting and investment experience, with an emphasis on real estate finance, and specific experience with public companies. Mr. Fisher’s extensive experience with finance and real estate matters, his experience as an executive of publicly traded companies and his accounting background contributed to the Board of Directors’ conclusion that he should serve as a director of the Company.

Gordon H. Hanson has been a director of the Company since April 2014. Mr. Hanson will becomehas been a tenured member of the faculty at the Harvard Kennedy School of Harvard University insince January 2020. From 2001 through 2019, he was a tenured member of the economics faculty at the University of California, San Diego. From 1998 to 2001, he was a tenured member of management faculty at the University of Michigan, and from 1992 to 1998, he was on the economics faculty of the University of Texas. From 2009 until 2014, he served as a director of the Washington Office on Latin America, anon-profit organization working to promote civic advancement in the region, chairing their development committee. Mr. Hanson’s extensive background in the analysis of the economies of Latin America, including over 25 years of experience in consulting for international financial organizations, contribute to the Board of Directors’ conclusion that he should serve as director of the Company.

Beatriz V. Infantehas been a director of the Company since January 2018. Since 2009, Ms. Infante has served as Chief Executive Officer of BusinessExcelleration LLC, a business consultancy specializing in corporate transformation and renewal, and since 2008 has been a limited partner in Tandem Capital, a Silicon Valley venture capital firm.renewal. From 2010 until its acquisition by Infor in 2011, Ms. Infante was the Chief Executive Officer and a director of ENXSUITE Corporation, from 2006 until its acquisition by Voxeo Corporation in 2008 she was the Chief Executive Officer and a director of VoiceObjects Inc., and from April 2000 until October 2003 she was Chief Executive Officer and President of Aspect Communications Corporation and was additionally named Chairman in February 2001. Since May 2014, she has served on the board of directors and as a member of the audit committee of Liquidity Services Inc., an online marketplace for retail goods and capital assets, and has additionally servedcurrently serves as chair of the compensation committee since November 2015.and member of the audit committee. Since October 2017, she has served as director and member of the compensation and audit committees of Ribbon Communications, a cloud communications company formed from the merger of Sonus Networks and Genband.Genband, and more recently the acquisition of ECI, and is currently chair of the compensation committee and member of its audit and technology committees. From January 2010 until October 2017, she served as director and member of the compensation committee of Sonus Networks, and additionally became chair of the compensation committee in June 2017. Ms. Infante also served on the board of directors and as a member of the Nominatingnominating and Corporate Governancecorporate governance committee of Ultratech, Inc. from July 2016 until its acquisition by Veeco in May 2017. From May 2012 until its acquisition by Broadcom in May 2015, she served on the board of directors and as a member of the compensation committee of Emulex Corporation, and additionally became chair of the Nominatingits nominating and Corporate Governance Committeecorporate governance committee in February 2014. From 1994 to 2019, she served on

Proposal 1  Election of Directors (continued)

the Advisory Committee to the Princeton University School of Engineering and Applied Science. Ms. Infante has also served as a director of a number of privately held companies, and currently serves on the board of directors or advisory boards of private companies in the areas of cloud infrastructure, cybersecurity, intelligent automation and bank fraud detection. Additionally, Ms. Infante is a National Association of Corporate Directors Board Leadership Fellow, and in 2016 was named to the 2016 “NACD Directorship 100,” which honors the most influential boardroom leaders each year. Ms. Infante holds a bachelor of science and engineering degree

Proposal 1   Election of Directors (continued)

in electrical engineering and computer science from Princeton University and holds a master of science degree in engineering science from California Institute of Technology. Ms. Infante’s executive leadership experience, including from her service as a chief executive officer of various companies, along with extensive operational expertise and experience in digital transformation, engineering, sales and marketing, contribute to the Board of Directors’ conclusion that she should serve as a director of the Company.

Mitchell G. LynnLeon C. Janks has beenserved as a director of the Company since November 2011 and will becomeJuly 1997. He served as Vice Chair of the Board at the 2020 Annual Meeting if he isre-electedfrom October 2017 to the Board. Mr. Lynn served in several senior executive positionsOctober 2018 and as the President andLead Director from October 2018 to February 2020. Mr. Janks served as a director of The Price Company prior to its merger in 1993 with Costco, Inc., andEnterprises from 1993March 1995 until 1994, he served as an executive officer, director and member of the Executive Committee of Price/Costco. Mr. Lynn also wasJuly 1997. He has been a member of The Price Group, LLC from 2005 to 2008. Mr. Lynn is a founding and continuing director of Bodega Latina Corporation, dba El Super and Fiesta Mart, a 120+ store warehouse-style grocery retailer that targets the Hispanic marketpartner in the southwestern United States.accounting firm of Green, Hasson & Janks LLP in Los Angeles, California since 1980 and serves as its Managing Partner Emeritus. Mr. Lynn is a founding and continuing director of Origin International Inc., which is focused on recycling, redistributing and servicing waste oils. Mr. Lynn is also the founder and a partner of CRI 2000, LP, dba Combined Resources International, and Lightspeed Outdoors, LP, dba Lightspeed, which designs, develops and manufactures consumer products under various brand names forJanks has extensive experience in domestic and international wholesale distribution, primarily through warehouse clubs and online platforms.business, serving a wide variety of clients in diverse businesses. Mr. Lynn also is a founder and a partner of ECR4Kids LP dba ECR4Kids, which designs, manufactures, imports and sells educational/classroom products to wholesale dealers and online platforms. Mr. LynnJanks is a certified public accountant (inactive)accountant. Mr. Janks’ experience, his significant accounting, financial and a licensed real estate broker in California. Mr. Lynn’s extensive prior experience in both the warehouse club business and general retailingtax expertise which qualify him as an audit committee financial expert and his significant knowledge relatingmany years of service to financial mattersthe Company as a member of the Board of Directors contribute to the Board of Directors’ conclusion that he should serve as a director of the Company.

Gary MalinoPatricia Márquez has beenserved as a director of the Company since April 2016. Mr. Malino is a former senior executiveFebruary 2021. Since 2014, Dr. Márquez has served as Dean of Realty Income Corporation, a real estate investment trust (REIT) listedthe Joan B. Kroc School of Peace Studies at the University of San Diego (“USD”), and in July 2020 she started her dual role as Associate Provost for Academic Planning and Innovation and Dean of the Joan B. Kroc School of Peace Studies. Dr. Márquez joined the USD School of Business in 2007 teaching courses in “Business and Society,” “Global Social Entrepreneurship,” and “Business and Social Innovation.” Her research has focused on the New York Stock Exchange. Mr. Malino joined Realty Income Corporation in 1985intersection of business and was the Chief Financial Officer from 1994 until 2001 when he was promoted to President and Chief Operating Officer, the position he held until his retirement in 2014.social value creation, with an emphasis on poverty alleviation through market mechanisms. Prior to joining Realty Income, Mr. MalinoUSD, Dr. Márquez was a managerprofessor and dean at IESA, a School of Business in Caracas, Venezuela from 2003 to 2005. Dr. Márquez has a bachelor of arts from Bowdoin College, and received her master of arts and doctor of philosophy in socio-cultural anthropology from the University of California, Berkeley. Dr. Márquez’s executive leadership, research and academic experience and recognized expertise in environmental and social responsibility matters contribute to the Board of Directors’ conclusion that she should serve as a director of the Company.

David R. Snyder has served as a director of the Company since February 2021. Mr. Snyder has served as a senior counsel at Pillsbury Winthrop Shaw Pittman LLP since 2018 and previously served as a partner from 1993 until 2017 in the firm’s Corporate and Securities practice. During 25 years as a partner, Mr. Snyder also served as Pillsbury’s executive vice-chair for two years and on the firm’s managing board for 15 years. Mr. Snyder has been a Los Angeles-basedpracticing attorney for over 30 years, focusing on corporate finance and has significant experience representing public accounting firm (1981-1985) and assistant controller with McMillin Development Company,companies. Mr. Snyder presently serves on the board of directors of Orphagen Pharmaceuticals, Inc. He also serves as an advisory board member to Atticus, Inc. Mr. Snyder holds a real estate development company (1979-1981). Mr. Malino is a certified public accountant (inactive)law degree from Cornell University and a licensed real estate brokerbachelor of arts from Michigan State University. Mr. Snyder’s background in California. Mr. Malino’s extensive experience as a prior executive of a publicly traded company, his accounting backgroundlegal matters and his extensivesignificant experience with finance and real estate matters contributedpublic companies contribute to the Board of Directors’ conclusion that he should serve as a director of the Company.

Edgar Zurcherhas been a director of the Company since October 2009 and also served as a director of the Company from November 2000 to February 2008. Mr. Zurcher has been a partner in the law firm Zurcher, Odio & Raven in Costa Rica since 1980, which the Company uses as counsel for certain legal matters. Mr. Zurcher is also President of PLP, S.A., as well as a director of Payless ShoeSource Holdings, Ltd. (“Payless Shoes”). PLP, S.A. owns 40% of Payless Shoes. Additionally, Mr. Zurcher is a director of Molinos de Costa Rica Pasta and Roma S.A. dba Roma Prince S.A. and is a director of Promerica Financial Corporation, S.A. Mr. Zurcher’s background in legal matters and his significant experience in Central America business and legal affairs contribute to the Board of Directors’ conclusion that he should serve as a director of the Company.

David Price has served as PriceSmart’s Vice President – Omnichannel Initiatives & Social and Environmental Responsibility since September 2020 and co-manages the Company’s Environmental and Social Responsibility strategy. Prior to his current role, Mr. Price was employed by the Company in various positions related to the development of the Company’s digital strategy

Proposal 1   Election of Directors (continued)

and initiatives since July 2017, most recently as Director of Ecommerce from August 2018 until August 2020. Before joining PriceSmart, Mr. Price was a graduate student at the University of California San Diego School of Global Policy and Strategy and a member of the faculty and field instructor for the National Outdoor Leadership School leading extended wilderness expeditions in Alaska and Baja California, Mexico. In addition to his role at PriceSmart, Mr. Price is Chairman of the Board of the Wildcoast Foundation, a binational nonprofit that works on coastal conservation efforts and natural solutions to climate change in Mexico and in California. Mr. Price also serves on the board of the Aaron Price Fellows Foundation and serves on the Director’s and Advisory Councils of the Scripps Institution of Oceanography and Outdoor Outreach. Mr. Price received his Master’s in International Affairs from the University of California San Diego School of Global Policy and Strategy and his Bachelor of Science in Public Policy and Management from the University of Southern California. The Board of Directors recognizes the importance of maintaining a strong connection to the legacy of our founders Sol Price and Robert Price as the company evolves, and the Board appreciates how meaningful that legacy is to our in-country employees. Mr. Price also has been a leader in our ecommerce transformation and our environmental and social responsibility initiatives, and the Board believes including him on the Board of Directors will demonstrate to our stakeholders the significance of these matters to the Board of Directors and our company. For these reasons, the Board has concluded that Mr. Price should serve as a director of the Company.

Recommendation of the Board of Directors

The Board of Directors recommends that stockholders vote FOR the slate of nominees set forth above. Proxies solicited by the Board of Directors will be so voted unless stockholders specify otherwise on the accompanying Proxy.

Information Regarding the Board of Directors

Board Meetings

The Company’s Board of Directors held foureight meetings during fiscal year 2019.2021. No nominee for director who served as a director during the past year attended fewer than 75% of the aggregate of the total number of meetings of the Board of Directors and the total number of meetings of committees of the Board of Directors on which he or she served.

Board Leadership Structure

The positions of Chairman of the Board of Directors and Chief Executive Officer are separate. Mr. Robert Price serves as Executive Chairman of the Board of Directors and Ms. Bahrambeygui serves as Chief Executive Officer. At the 2020 Annual Meeting, Mr. Price will cease to serve as Executive Chairman but, ifre-elected to the Board, will continue to serve as Chairman. The Board of Directors believes that the current leadership of the Board of Directors by the Company’s Chairman enhances the effectiveness of its oversight of management and provides a perspective that is separate and distinct from that of management.

Role of the Board of Directors in Risk Oversight

The Board of Directors oversees the Company’s risk management processes, either as a whole or through its committees. Committees of the Board of Directors review with management and the Company’s internal audit department the Company’s major risk exposures, their potential impact on the Company’s business and the steps the Company takes to manage such risk exposures. The Board of Directors’ risk oversight process includes receiving reports from committees of the Board of Directors and members of senior management.

Committees of the Board

Audit Committee. The Audit Committee, which currently consists of Mr. Janks, Ms. Infante and Mr. MalinoSnyder, held seven meetings during fiscal year 2019.2021. The Audit Committee oversees the Company’s accounting and financial reporting processes and the audits of its consolidated financial statements. The Committee reviews the annual audits conducted by the Company’s independent public accountants, reviews and evaluates internal accounting controls, is responsible for the selection of the Company’s independent public accountants, and conducts such reviews and examinations as it deems necessary with respect to the practices and policies of, and the relationship between, the Company and its independent public accountants. All committee members satisfy the Nasdaq Stock Market’s standards for “independence,” including applicable audit committee independence requirements, and the Board of Directors has determined that Mr. Janks qualifies as an “audit committee financial expert” within the meaning of the applicable SEC rules and regulations. The Audit Committee is governed by a written charter adopted by the Board of Directors, which is available on the Company’s public website atwww.pricesmart.com.

Compensation and Human Capital Committee. The Compensation and Human Capital Committee, which currently consists of Ms. Infante, Mr. Fisher, Mr. Janks and Mr. Malino,Snyder held nineten meetings during fiscal year 2019.2021. Each of the current members of the Compensation Committee satisfies the Nasdaq Stock Market’s standards for “independence,” including applicable compensation committee independence requirements. The Compensation Committee oversees the compensation philosophy for the Company and reviews and approves the compensation program for the Company’s executive officers. The Committee is authorized to evaluate and determine the compensation of the Company’s Chief Executive Officer and reviews and approves compensation for all other executive officers. The Committee also administers, interprets and makes grants under the Company’s equity incentive award plans. The Compensation Committee is governed by a written charter adopted by the Board of Directors, which is available on the Company’s public website atwww.pricesmart.com.

Nominating/Corporate Governance Committee. The Nominating/Corporate Governance Committee, which currently consists of Mr. Janks, Mr. Hanson and Mr.Mitchell G. Lynn, a current director not up for re-election at the Annual Meeting, held two meetings during fiscal year 2019.2021. The Nominating/Corporate Governance Committee considers the slate of nominees to be presented for reelection at annual meetings of stockholders. The Nominating/Corporate Governance Committee also may evaluate and recommend candidates to add expertise and fill vacancies on the

Information Regarding the Board of Directors (continued)

Board of Directors, which vacancies may be created by the departure of any directors or the expansion of the number of members of the Board of Directors. The Nominating/Corporate Governance Committee approved the nomination of the candidates reflected in Proposal 1. The Nominating/Corporate Governance Committee also assists the Board of Directors as needed in establishing corporate governance guidelines and other policies and procedures pertaining to corporate governance matters. The Nominating/Corporate Governance Committee is governed by a written charter adopted by the Board of Directors, which is available on the Company’s public website atwww.pricesmart.com.

Executive Committee. The Executive Committee, which currently consists of Mr. Robert Price, Ms. Bahrambeygui, Mr. Janks and Ms. Bahrambeygui,Mr. Lynn, a current director not up for re-election at the Annual Meeting, held one meetingtwo meetings during fiscal year 2019.2021. The Executive Committee has all powers and rights necessary to exercise the full authority of the Board of Directors in the management of the business and affairs of the Company, except as provided in the Delaware General Corporation Law or the Bylaws of the Company.

Finance Committee. The Finance Committee, which currently consists of Mr. Janks, Ms. Bahrambeygui, Mr. Fisher Mr. Hanson, Mr. Malino and Mr. Price,Lynn, a current director not up for re-election at the Annual Meeting, held fournine meetings during fiscal year 2019.2021. The Finance Committee reviews and makes recommendations with respect to (1) annual budgets, (2) investments, (3) financing arrangements and (4) the creation, incurrence, assumption or guaranty by the Company of any indebtedness, obligation or liability, except, in each case, for any such transactions entered into in the ordinary course of business of the Company.

Real Estate Committee.The Real Estate Committee, which currently consists of Mr. Robert Price, Ms. Bahrambeygui, Mr. Fisher, Mr. Lynn, a current director not up for re-election at the Annual Meeting, and Mr. Zurcher, held sixeight meetings during fiscal year 2019.2021. The Real Estate Committee reviews and approves the material terms of real estate-related transactions entered into by the Company, consistent with the applicable annual budget of the Company previously approved by the Board of Directors.

Digital Transformation Committee. The Digital Transformation Committee, which currently consists of Ms. Infante, Mr. Price, Ms. Bahrambeygui, Mr. Hanson and Mr. Janks, and Gonzalo Barrutieta, a current director not up forre-election at the 2020 Annual Meeting, held fivefour meetings during fiscal year 2019.2021. The Digital Transformation Committee is charged with oversight of the Company’s omni-channel development and digital transformation to enhance membership and stockholder value.

Environmental and Social Responsibility Committee. The Environmental and Social Responsibility Committee, which currently consists of Dr. Márquez, Mr. Fisher, Mr. Hanson, Mr. Robert Price and Mr. Zurcher, held three meetings during fiscal year 2021. The Environmental and Social Responsibility Committee assists the Board in discharging its oversight responsibility related to environmental and social responsibility (“ESR”) matters, such as climate change impacts, energy and natural resources conservation, environmental and supply chain sustainability, human rights, employee health, safety and well-being, diversity and inclusion, public policy engagement, political contributions, corporate charitable and philanthropic activities and other ESR issues that are relevant and material to the Company and provides guidance to the Board and other Board committees on these matters.

Policy Governing Stockholder Communications with the Board of Directors

The Board of Directors welcomes communications from stockholders of the Company. Any stockholder who wishes to communicate with the Board of Directors or one or more members of the Board of Directors should do so in writing in care of the General Counsel of the Company, at the principal office of the Company, 9740 Scranton Road, San Diego, California 92121. The General Counsel is directed to forward each communication to the director or directors of the Company for whom it is intended.

Information Regarding the Board of Directors (continued)

Policy Governing Director Attendance at Annual Meetings of Stockholders

The Company encourages, but does not require, the members of its Board of Directors to attend the annual meeting of stockholders.Annual Meeting. All tenseven members then-serving on the Board of Directors and nominated for re-election attended the Annual Meeting of Stockholders held on January 30, 2019.February 4, 2021.

Environmental and Social Responsibility Highlights

At PriceSmart, doing business the right way is at the core of everything we do. Our values require us to conduct our business with integrity, respect and passion. Our sense of accountability and our drive for continuous improvement defines us as a company that offers a good return to investors while conducting business responsibly, satisfying the needs of our members and supporting the communities we serve.

For us, doing business the right way means offering our members a valuable experience with quality merchandise and services at affordable prices, providing our employees with good working conditions, maintaining high standards of safety and cleanliness at our clubs, treating our suppliers as partners, conducting ourselves in a socially responsible manner, respecting the environment, and complying with local laws in all of the countries in which we operate. Our commitment to our local communities includes acting as a leader with respect to important issues such as diversity, equity and inclusion, human rights, environmental sustainability, and our employees’ well-being.

In 2021, PriceSmart marked its 25th anniversary. Twenty-five years in, we remain committed to supporting the communities in the countries in which we operate through our regular course of business as well as through our external partnerships, including our partnership with Price Philanthropies Foundation’s Aprender y Crecer program, a program that receives significant funding through PriceSmart member donations at the point of sale in support of public education in the Company’s Spanish speaking markets. In addition, during fiscal year 2021, we donated food baskets and supplies to vulnerable populations impacted by the COVID-19 pandemic and natural disasters in the regions where we operate.

Governance

Environmental and Social Respoinsibility (ESR) Leadership. As a way of solidifying our commitment to corporate responsibility, we have formalized an ESR department. This team is responsible for guiding, measuring and communicating this fundamental aspect of PriceSmart’s corporate culture and strategy into all aspects of our business. Furthermore, our Board of Directors now includes an Environmental and Social Responsibility Committee.

Anti-Bribery and Corruption. In the operation of our business, we aim to perform at the highest standards of ethical behavior and business conduct and to be part of an honest and productive economic system. We have established and implemented anti-bribery and corruption practices that seek to minimize, or eliminate, any act of corruption while conducting business on behalf of the Company.

Sustainability

Farmer’s Selection. We launched our Farmer’s Selection program in Panama in 2018 to eliminate intermediaries in sourcing of fresh produce. Under the program, we buy fresh fruits and produce directly from farmers who make deliveries to our produce distribution centers. From there, we supply products to our warehouse clubs. We believe this model reduces prices, improves the lives of local, small and medium-sized farmers and allows us to obtain better, fresher and safer products for our Members. The program has been so successful that in just a few years, we expanded from Panama to Colombia, Costa Rica and the Dominican Republic, and we have plans for near term expansion to Guatemala and Trinidad.

Local Purchasing and Merchandising. Approximately 50% of our sales come from merchandise sourced in or near the local markets where we have warehouse clubs. Procurement of local merchandise not only provides for a greater selection of high quality goods at favorable prices, it also offers us a means of investing in, and contributing to, our local communities and economies.

Information Regarding the Board of Directors (continued)

Sustainable Fisheries. In 2019 PriceSmart and Price Philanthropies Foundation partnered with the Center for Marine Biodiversity and Conservation at the world renowned Scripps Institution of Oceanography at the University of California, San Diego to undertake an assessment of seafood sourcing for our Costa Rica warehouse clubs. In 2021, PriceSmart and Price Philanthropies renewed and expanded this partnership. The expansion aims at assessing the remainder of the Company’s seafood supply chain and identify ways for science and industry to work together towards sustainability and conservation goals.

Environmental Impact

Facilities. We design and construct our buildings in compliance with both local and international regulations and with an aim to be at the forefront of sustainability. We seek to mitigate our environmental impact and build efficient facilities. For example, we have installed solar arrays in 44 of our warehouse clubs, we employ LED lighting throughout all of our buildings, and we use waste heat from our refrigeration systems to produce all of our hot water needs and dehumidification of our facilities.

Water Consumption and Discharge. We carefully manage both our consumption of water and the discharge of wastewater. We have installed low flow plumbing fixtures, sensor activated automatic faucets and variable speed domestic water pumping stations to optimize the amount of water that is required at any one time. We manage our wastewater with regulated and environmentally approved wastewater treatment plants in those clubs that do not have access to public treatment works. Thirty-nine clubs have wastewater treatment plants installed.

Product Quality and Supply Chain Transparency

Food Safety. We are committed to developing and selling safe foods that meet the highest international quality standards for our members. We have implemented programs based on an international recognized standard called SQF (Safe Quality Food) Retail Standard 8.1.

Supply Chain. To better assure the quality of what PriceSmart offers, we undertake regular visits and reviews of our manufacturers, producers and packagers to verify that they apply Best Manufacturing Practices and observe social responsibility rules in their facilities. We encourage all our suppliers to adopt ethical and sustainable practices.

Human Capital

As of August 31, 2021, we had approximately 10,400 employees. Approximately 94% of our employees were employed outside of the United States, and about 1,600 employees were represented by labor unions.

Diversity, Equity and Inclusion

Fundamental to our mission is the ability to attract, retain, and develop a diverse workforce representative of the countries in which we operate. We are proud to hire from the local communities where we operate, which then enhances our understanding of the legislation and operating environment of each country so we can better serve our Members. We provide our employees with competitive wages above minimum wage in each region, as well as comprehensive benefit programs, which generally include life and health insurance and post-employment savings plans. We also seek to identify opportunities to support local businesses and communities, with the goal of improving the quality of life in the countries where we operate.

Talent Development

We believe our investment in the education, training and development of our employees contributes to the overall success of our business. We believe a focus on talent development leads to long-serving, loyal employees, which improves efficiencies in operations, thus resulting in higher quality service to our Members. We provide learning opportunities for our employees through

Audit Committee ReportInformation Regarding the Board of Directors (continued)

various training courses including instructor-led internal and external programs. We also seek to promote from within, allowing us to develop the leadership strengths of our employees to provide a better overall customer experience for our Members.

Health and Safety

The COVID-19 pandemic has brought unprecedented challenges to our business, communities, Members and employees. We prioritize the safety and well-being of our employees and Members by following applicable local and national government regulations, as well as referencing for our purposes international guidelines, at each of our warehouse clubs, offices, and distribution center locations. We implemented enhanced cleaning and sanitizing protocols and provided personal protective equipment to our employees. We engage in responsible procedures, such as contact tracing, preventative quarantining and continued paid leave. We educate our employees on safety, reinforce best practices of good hygiene, and encourage our employees to receive vaccinations as they become available and in cases where possible, we have directly purchased and provided vaccines to our employees at no cost. We have built reserve teams of employees who do not overlap with each other so that they may step in as needed allowing those who are sick to take time off. We also provide employee transportation and meals in order to offer them a safe and reliable means to work. Many of our corporate offices are open in a limited capacity, and the majority of our corporate employees have shifted, temporarily, to working remotely. We offer resources for employees working remotely, which are targeted at optimizing remote work environments and managing COVID-19 related challenges. The resources we offer include office ergonomics consulting and support for mental and emotional health and well-being.

Audit Committee Report

The Audit Committee oversees the Company’s financial accounting and reporting process and the audits of the financial statements of the Company. All committee members satisfy the definition of independent director set forth in Rule 5605(a)(2) and Rule 5605(c)(2) of the Nasdaq Stock Market’s listing standards. The Audit Committee is governed by a written charter adopted by the Board of Directors, which is available on the Company’s public website atwww.pricesmart.com.

In fulfilling its oversight responsibilities, the committee reviewed and discussed with management the audited financial statements in the Company’s Annual Report on Form10-K for the year ended August 31, 2019,2021, including a discussion of the quality, and not just the acceptability, of the accounting principles, the reasonableness of significant judgments, and the clarity of disclosures in the financial statements.

The Company’s independent registered public accounting firm, Ernst & Young LLP (“EY”), is responsible for expressing an opinion on the conformity of its audited financial statements with generally accepted accounting principles. EY met with the committee and expressed its judgment as to the quality, not just the acceptability, of the Company’s accounting principles and discussed with the committee other matters as required under generally accepted auditing standards, including those matters required to be discussed by Public Company Accounting Oversight Board Statement on Auditing Standards No. 16Communications with Audit Committees. In addition, EY discussed the accountants’ independence from the Company and from the Company’s management and delivered to the committee those matters to be set forth in written disclosures as required by applicable requirements of the Public Company Accounting Oversight Board regarding independent registered public accounting firm’s communications with the Audit Committee concerning independence.

The committee discussed with the Company’s independent registered public accounting firm the overall scope and plan of their audit. The committee meets with the independent registered public accounting firm, with and without our management present, to discuss the results of their examinations, their evaluations of the Company’s internal controls, and the overall quality of the Company’s financial reporting.

In reliance on the reviews and discussions referred to above, the committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form10-K for the year ended August 31, 20192021 for filing with the SEC.

Information Regarding the Board of Directors (continued)

This report of the Audit Committee shall not be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Company specifically incorporates this information by reference, and shall not otherwise be deemed filed under such acts.

Leon C. Janks

Beatriz V. Infante

Gary Malino

Securities Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information regarding the beneficial ownership of the Company’s Common Stock as of November 30, 20192021 by (1) each of its directors and nominees for director, (2) each of its Named Executive Officers, (3) each person or group known by it to own beneficially more than 5% of the Common Stock and (4) all directors and executive officers as a group.

Securities Ownership of Certain Beneficial Owners and Management (continued)

Securities Ownership of Certain Beneficial Owners and Management (continued)

Executive Officers of the Company

The executive officers of the Company and their ages as of December 20, 2019November 30, 2021 are as follows:

Sherry S. Bahrambeygui has served as Chief Executive Officer since January 2019 after servingand previously served as interim Chief Executive Officer from November 2018 to January 2019. She alsoMs. Bahrambeygui has been a director of the Company since November 2011. She2011 and served as Vice ChairChairman of the Board from October 2016 to October 2017. Ms. Bahrambeygui previouslyPrior to becoming Chief Executive Officer, she served as Senior Executivethe President and Managing Member of Thethe Price Group, LLC, an investment management firm from September 20062007 to January 2019. Additionally,2018. Before joining the Price Group, Ms. Bahrambeygui had a 15-year legal career as a litigator specializing in the health care, life sciences, consumer & retail, and real estate industries. She was the founding partner of Hosey & Bahrambeygui, LLP, a leading boutique civil litigation practice, from 1999 to 2007. In addition to her board service at the Company, Ms. Bahrambeygui has significant experience in corporate governance as a board member, trustee and attorney for numerous public, private and non-profit companies and boards.

Michael L. McCleary has served as Executive Vice President Secretary and Vice Chairman of the Boards of Price Charities, Price Philanthropies Foundation and the Aaron Price Fellows Foundation, and as the Chief ExecutiveFinancial Officer of PS Ivanhoe, LLC, a commercial real estate investment company. Ms. Bahrambeygui was a licensed stockbroker and a partner in multiple law firms, including a founding partner of the law firm of Hosey & Bahrambeygui, LLP. She practiced law with an emphasis on complex international business and corporate matters and also in the areas of employment and compensation. Ms. Bahrambeygui’s service as Chief Executive Officer, her thorough understanding of the business and operations of the Company, as well as having effectively assisted the Company on complex business matters, contribute to the Board of Directors’ conclusion that she should serve as a director of the Company.

Michael McCleary has servedsince April 2020, after serving as Senior Vice President and Interim Chief Financial Officer sincefrom December 2019.2019 to March 2020. He joined the Company as Vice President and Corporate Controller in 2003 and was subsequently promoted to Senior Vice President and Corporate Controller. Mr. McCleary has over 30 years of international finance, tax and accounting experience. Mr. McCleary is a certified public accountant and has a bachelor of arts degree in business economics from the University of California, Santa Barbara. Prior to joining PriceSmart, Mr. McCleary worked for 14 years in various international companies based in Madrid, Spain.

William J. Naylon has been Executive Vice President and Chief Operating Officer of the Company since January 2002. Mr. Naylon served as Executive Vice President—Merchandising of the Company from July 2001 until January 2002 and as Senior Vice President of the Company from March 1998 until July 2001. From September 1995 through February 1998, Mr. Naylon was Managing Director for the Company’s licensee warehouse club operation in Indonesia. Prior to joining the Company, Mr. Naylon was a General Manager for Price/Costco and served in various management roles for The Price Company.

Francisco Velasco has been Executive Vice President, General Counsel and Secretary of the Company since July 2016 and Chief Ethics & Compliance Officer since October 2016. From March 2009 to June 2016, Mr. Velasco served as Division Counsel

Executive Officers of the Company (continued)

Latin America for AbbVie Inc., a publicly traded global biopharmaceutical company. Previously, he heldin-house legal roles at Abbott Laboratories, Hanes Brands Inc. and Sara Lee Corporation, and he began his career in private practice specializing in the Latin America region. Mr. Velasco attended law school in Mexico, has a Masters of Law degree from Georgetown University and has an MBA degree from Duke University.

Executive Officers of the Company (continued)

Ana Luisa Bianchi has been Executive Vice President—President — Chief Merchandising Officer since August 2018 and was Senior Vice President—Merchandising—President — Merchandising — Latin America Local from October 2016 through July 2018. From 2010 to October 2016, Ms. Bianchi was Vice President—President — Merchandising, overseeing the local side of the Colombia business. Ms. Bianchi previously served as regional buyer for the Central America operations from 2007 to 2010. From 2005 to 2007, Ms. Bianchi was local buyer for the Guatemala operations. In 2004, Ms. Bianchi was a consultant to PriceSmart’s St. Thomas operations. In 2003, Ms. Bianchi served as Merchandising Director for U.S. food purchases. From 1999 to 2003, Ms. Bianchi served as the food and candy buyer in the Miami corporate office. Ms. Bianchi joined PriceSmart in 1998 as a local buyer for the Guatemala operations. Ms. Bianchi has a law degree in Guatemala from Universidad Rafael Landívar.

Juan Ignacio Biehl has been Executive Vice President — Digital Experience and Chief Technology Officer since September 2020. Mr. Biehl joined PriceSmart in March 2018 as part of the acquisition of Aeropost, Inc. He joined as the Chief Technology Officer of Aeropost, a position he held since February 2013, and was promoted to Senior Vice President of Digital Experience of the Company in 2019. Over the preceding 25 years, Mr. Biehl has been an entrepreneur in the technology sector working in diverse areas of information systems with companies such as Apple, Inter@america and Naysat.

Rodrigo Calvo has been Executive Vice President—President — Real Estate since June 2015 and served as Senior Vice President of Real Estate from February 2009 after joining PriceSmart in October 2004 as Director of Real Estate. Before coming to the Company, he led Grupo Promerica’s real estate development division. Before that, he worked for McDonald’s Corporation’s real estate area and for CSU (now Walmart Central America) in special projects. This combined background allowed him to develop a deep understanding of the commercial real estate field in Central America and the Dominican Republic. He holds a bachelorsbachelor of science degree in civil engineering from the University of Costa Rica and an MBA from INCAE Business School.

Frank Diaz has been Executive Vice President—President — Logistics and Distribution since November 2015. Mr. Diaz previously served as Senior Vice President of Distribution and Logistics from February 2010 until November 2015. He joined PriceSmart in September 2008 as Vice President of Logistics. Prior to joining the Company, Mr. Diaz worked more than 20 years in progressively responsible positions in the areas of operations, strategic planning and commercial development withtop-tier logistics companies including UPS, FedEx and CS Integrated LLC. With DHL, Mr. Diaz was head of transformational programs involving international tradelane development and improved customer experience. Mr. Diaz has a bachelorsbachelor of science degree in industrial engineering from the New Jersey Institute of Technology and a logistics management certification from the Georgia Institute of Technology.

Brud E. Drachman has been Executive Vice President—President — Environmental Responsibility, Construction and Facilities since August 2013, was2019, served as Executive Vice President—President — Construction Management of the Company from November 2005 until July 2013, served as Executive Vice President—President — Real Estate and Construction of the Company from February 2005 through October 2005 and as Executive Vice President—President — Construction and Private Label Merchandising from November 2004 until January 2005. Mr. Drachman served as Executive Vice President—President — Real Estate and Construction of the Company from November 2002 until October 2004 and served as Senior Vice President—RealPresident —Real Estate and Construction of the Company from August 1998 to October 2002. Mr. Drachman previously served as Vice President—President — Real Estate and Construction at Price Enterprises from August 1994 to August 1997. Prior to joining Price Enterprises in 1994, Mr. Drachman served as Project Manager at The Price Company beginning in 1987.

John D. Hildebrandt has been Executive Vice President—President — Operations of the Company since February 2010. Mr. Hildebrandt served as Executive Vice President—President — Central America and Trinidad Operations from March 2009 through January 2010, as

Executive Officers of the Company (continued)

Executive Vice President—President — Central America Operations from August 2003 until February 2009, as Executive Vice President—President — Caribbean and Asia Operations from July 2001 until July 2003 and as Senior Vice President of the Company from September 2000 until July 2001. Mr. Hildebrandt previously served as Vice President of the Company from September 1998 until August 2000, overseeing operations in Central America. Mr. Hildebrandt served as the Company’s Country Manager in the Philippines and Panama from August 1997 until August 1998, and as Price Enterprises’ Country Manager in the Philippines and Panama from 1996 until the Company was spun off from Price Enterprises in August 1997. Prior to joining Price Enterprises as Country Manager in 1996, Mr. Hildebrandt was a Senior Operations Manager of Price/Costco from 1994 through 1996, and served in various management roles for The Price Company beginning in 1979.

Nicolas E. Maslowski has been Executive OfficersVice President — Member Experience and Strategic Analytics since September 2021. Prior to that, Mr. Maslowski served as Senior Vice President — Member Experience from March 2019 to September 2021. Mr. Maslowski joined PriceSmart in March 2018 as part of the Company (continued)

acquisition of Aeropost, Inc. He served as the Chief Revenue Officer and Chief Marketing Officer of Aeropost, positions he held since January 2017 and April 2015 respectively. He holds a degree in engineering from Universidad Metropolitana and an MBA from Harvard Business School.

Laura Santana has been Executive Vice President—President — Information Technology since March 2017. Ms. Santana has served in progressively responsible positions relating to the Company’s IT systems since joining the Company in 1995. Ms. Santana previously worked at The Price Company from 1987 to 1995 in operations and information technology. Ms. Santana is a graduate of the University of San Diego.

Jesus Von Chonghas been Executive Vice President—President — Local/Regional Buying—Central America/Caribbean/ColumbiaMerchandising since August 2018. He previously served as Executive Vice President—President — Chief Merchandising Officer from September 2016 through July 2018 and was Executive Vice President—President — Foods Merchandising from November 2015 through August 2016. Mr. Von Chong served as Senior Vice President of Merchandising for Central America beginning in 2003, added Colombia to his responsibilities in March 2011 and the Caribbean Region in April 2015. He served as a Regional Merchandising Director for Panama, Costa Rica and Dominican Republic from 2000 to 2003. He was first employed by the Company as a buyer in the Company’s operations in Panama in 1996. Mr. Von Chong progressed to head Buyer in 1998, Warehouse Manager for Via Brasil Operations in 1999 and to Panama’s Country Manager in 2000.

Executive and Director Compensation

Compensation Discussion and Analysis

The Compensation and Human Capital Committee of our Board of Directors, comprisedwhich we refer herein to as our Compensation Committee, consisting entirely of independent directors, administers the Company’s executive compensation program. The role of the Compensation Committee is to oversee compensation and benefit plans and policies, administer stock plans, and review and approve annually all compensation decisions relating to all executive officers. The Compensation Committee is authorized to retain the services of one or more executive compensation advisors, in its discretion, in order to assist with the establishment and review of our compensation programs and related policies. The Committee has engaged an independent national compensation consulting firm to provide executive compensation advisory services, help evaluate our compensation philosophy and objectives and provide guidance in administering our compensation program.

Fiscal Year 20192021 Company Initiatives

OurDuring fiscal year 2021, our Chief Executive Officer, Sherry Bahrambeygui, took over leadership offocused the Company in November 2018, first on a transitional basis and then on a permanent basis in January 2019. She is driving strategic investmentspursuing three principal paths to strengthen our core business and to build and incorporate into the core business an omni-channel platform, diversify our club base with smaller format clubs, and enhance and streamline our sourcing and inventory models. Underpinning these investments, Ms. Bahrambeygui and the PriceSmart leadership team havere-committed to the “Six Rights of Merchandising,” with the objective of enhancing technological tools and capabilities available today to increase efficiencies and fully support the guiding principles in our current business and our business going forward.growth:

The Company is endeavoringReal Estate Initiatives. We currently operate in 13 countries/territories, with the largest in terms of population and gross domestic product being Colombia. During fiscal year 2021, we engaged in construction and other pre-opening activities with respect to create a more nimble, competitivethree warehouse clubs we expect to open in fiscal year 2022. We continued to evaluate opportunities for new warehouse clubs in Colombia, the Northern Triangle area of Central America and customizable platform from which it can respondJamaica as well as future expansion into new markets in South America. We also continued to pursue opportunities to increase our control of aspects of the fast-changing retail environmentssupply chain and invest in areas where we operate. Our members expectcan reduce costs and pass the savings on to our Members. In furtherance of this objective, we continued to identify and secure strategic locations in our markets to distribute product more efficiently and support delivery of e-commerce orders. We believe we can leverage local and regional distribution facilities to reduce the inventory we keep on hand at our warehouse clubs, allowing us to use a greater portion of our buildings for retail sales and services.

Enhance Benefits of Membership. During fiscal year 2021, we leveraged our sourcing expertise and buying power to identify and acquire exceptional products we could provide to Members at great values. We continued to expand our private label products to include more categories in cases where we can reduce costs while maintaining quality. We broadened the services we provide at our warehouse clubs, particularly those focused on Member well-being, such as pharmacy, optical and audiology. And we continued to develop technology that provides Members with greater convenience and options for their shopping experience.

Use PriceSmart.com to Generate Incremental Sales. We endeavor to provide our Members a low-cost, seamless and tailored buying experience through both our physical and digital channels. We are testing new initiatives to addressbelieve that strengthening our members’ expectations for merchandise and services and through smaller store formats in Veraguas, Panama and Santo Domingo, Dominican Republic, which we anticipate will resonateconnection with our membersMembers helps us make more effective business decisions. During fiscal year 2021, we continued to enhance our omni-channel capabilities, including ongoing development of PriceSmart.com and facilitate growthour mobile shopping app for Members to use on hand-held devices. We also expanded our Click & Go^™ curbside and delivery service, with delivery now available in previously underserved geographies.all markets. The Company also now provides online visibility of inventory, online payment platforms, and the ability to sign up and renew memberships online in every one of our markets. We are also analyzingapply data analytics to our member data to better inform decisions related to buying, services and inventory flow.flow and create better predictability of our business. We believe our investments in technology will help us increase both online sales and incremental sales in our warehouse clubs.

We believe that these initiatives, combined with our adherence to the fundamentals of our business, the Six Rights of Merchandising (Right Merchandise, Right Time, Right Place, Right Condition, Right Quantity and Right Price), contributed to our

Executive and Director Compensation (continued)

positive results during fiscal year 2021. In addition, we believe that by continuing to prioritize and protect the wellbeing and safety of our employees and Members, we have further strengthened our standing in our markets despite the challenges we continue to experience as a result of the pandemic.

Financial Highlights

The Company performed well in fiscal year 2021 . . .

Compensation Philosophy

Three fundamental philosophies form the basis of pay at PriceSmart:

We believe total compensation should include a collection of competitive plans and policies designed to reward employees for their contributions to PriceSmart’s success, including:

Our objective is to find, develop and retain talented and engaged employees who are valued for their unique contributions to the Company and who also strengthen the team. Through our compensation plans, we strive to motivate employees to perform to the best of their competencies, abilities and skill sets. In order to retain key talent and reward high performance within our organization, we are developing a methodology to evaluate employees consistently across geographies and define job profiles within our global compensation structure, thereby setting a framework for promotion, succession planning and development.

The Compensation Committee believes that the Company’s compensation program must be:

Executive and Director Compensation (continued)

Beginning in fiscal year 2017, the Compensation Committee, which, at the time, was led by our current Chief Executive Officer, Sherry Bahrambeygui, began a review of the Company’s compensation practices. This review focused, in particular, on the extent to which executive compensation should include performance incentives. Following this analysis, the Compensation Committee, with the input of the compensation consultant, determined that the Company’s compensation philosophy should encompass the following core values:

Executive and Director Compensation (continued)

As a result of the review of compensation practices continued under the current Chair of the Compensation Committee, Beatriz Infante, and the establishment ofconsistent with the core values set forth above, the Compensation Committee is modifyingmodified the Company’s pay philosophy and compensation practices to incorporate performance-driven incentives for the Chief Executive Officer and throughout the Company. To ensure retention of top talent as the compensation practices evolve, the Committee determined that it was in the best interests of stockholders to begin the transition with the Chief Executive Officer’s compensation to lead by example for the executive team and to stage the changes to the compensation programs over a multi-year period.

From fiscal year 2016 to fiscal year 2018, our executive compensation was comprisedconsisted primarily of base salary and restricted stock awards with time-based vesting. Beginning in late fiscal year 2018 and early fiscal year 2019, the Company introduced performance stock units with vesting tied to achievement of revenueAdjusted Sales or operating incomeAdjusted Operating Income targets. In fiscal year 2019, the Compensation Committee reintroduced performance-based cash bonuses in connection with the hiring of Sherry Bahrambeygui first as interim Chief Executive Officer, and later as permanent Chief Executive Officer. TheIn fiscal year 2020, the Compensation Committee intendsdetermined to incorporate annual cash bonuses as well as long-term performance-based equity into its executive compensation program for executives going forward, in addition to the practice updated in fiscal year 2018 of smaller annual grants of time-based equity with multi-year vesting. The Company’s Chief Executive Officer and Compensation Committee believe that creation of stockholder value requires accountability for the achievement of specific company objectives, both short-term and long term, and that performance-based cultures are correlated with increased stockholder value. Accordingly, the Chief Executive Officer and the Compensation Committee are seekinghave sought to gradually increase the portion of compensation that is performance-based to provide incentives for achievement of annual objectives. The Company’s Chief Executive Officer and Compensation Committee also believe that direct linkages of executive pay with the Company’s stock price performance encourages and rewards an owner-operator mindset among the Company’s executives and incentivizes executives to take actions that generate long-term sustainable benefits to the Company, which are aligned with stockholders’ interests.

The charts below chart comparesshow the components of target compensation for our Chief Executive Officer for fiscal year 2018 to the components of target compensationand for our Named Executive Officers other than the Chief Executive Officer for fiscal year 2020. Fiscal year 2019 is not shown because it was a transition year in which our former Chief Executive Officer served for a portion of the year and our current Chief Executive Officer served for a portion of the year in an interim role and a portion of the year in a permanent role.

2021.

 

16

24		PriceSmart, Inc.Notice of 2022 Annual Meeting of ShareownersStockholders and 2019 Proxy Statement

Executive and Director Compensation (continued)

The below chart comparesamounts reflected in these charts show the componentsaggregate grant-date values of RSA awards and PSU awards at target compensation for our Named Executive Officers other than our Chief Executive Officer for fiscal year 2019performance. However, such awards are subject to three-year time vesting (in addition to performance vesting in the case of PSUs) and are subject to forfeiture if the executive’s employment terminates prior to the componentsend of the vesting period. As a result, an executive’s actual compensation experience for a given year will not match the allocation percentages set forth above even if the Company and the executive perform at target compensationlevels for our Named Executive Officers other than our Chief Executive Officer for fiscal year 2020.

such year.

Purposes and Structure of the Executive Compensation Program

The objectives of the Company’s executive compensation program are to:

To achieve these objectives, the Compensation Committee evaluates the appropriate mix of cash and stock-based compensation and the appropriate weighting of performance-based and fixed compensation. In determining specific amounts and components of compensation, the Compensation Committee considers each officer’s role, position, performance, level of responsibility, skills and experience, and prior compensation awards, as well as market data, as more fully described below under “Elements of Compensation.”

The following table sets forth executive compensation and governance policies and practices we have implemented to advance the objectives of our executive compensation program and to align our practices and policies with industry best practices.

Executive and Director Compensation (continued)

Compensation Determination Process

The Compensation Committee reviews the compensation for our Chief Executive Officer and makes a recommendation to the full Board, which has ultimate authority for approval of such compensation. The Compensation Committee reviews and approves all compensation for our executive officers. In the case of the Chief Executive Officer, the Compensation Committee makes such approval after consulting with the Company’s Chairman of the Board. Each year the Compensation Committee relies on multiple data points to assess the competitiveness of our executive compensation program and the individual compensation of our executives. Information the Compensation Committee uses to perform this analysis includes:

Use of Independent Compensation Consultant

In fiscal year 2019,2021, the Compensation Committee retained Semler Brossythe Rewards Solutions practice at Aon plc as its independent executive compensation consultant. The consultant has no other business relationship with the Company and receives no payments from us other than the fees for services to the Compensation Committee. The consultant reports directly to the Compensation Committee, and the Compensation Committee may replace the consultant or hire additional consultants at any time.

During fiscal year 2019,2021, the scope of the compensation consultant’s engagement included:

Semler BrossyAon made recommendations regarding compensation for our Chief Executive Officer and also made recommendations with respect to our other Named Executive Officers. After gathering this input and receiving these recommendations, the Compensation Committee determined the compensation of our Named Executive Officers in executive session.

Executive and Director Compensation (continued)

Officers.

The Compensation Committee believes that long-term compensation plays an important role in encouraging positive results through collaboration, aligning the compensation of the senior management team to stockholder returns and in retaining key executives. In particular, the Compensation Committee believes that the Chief Executive Officer’s compensation should be more heavily weighted towards long-term incentives as compared to other members of senior management given her greater ability to affect the results of the Company and the importance of retaining her services.

Comparison of Short-Term

Executive and Director Compensation and Long-Term, Equity-Based Compensation

The charts below show the percentage breakdown of short-term compensation (comprised of salary, bonus, dividends paid on restricted stock, 401(k) contribution by the Company and miscellaneous perquisites) and long-term, equity-based compensation (comprised of the dollar value of restricted stock awards and performance stock units that vested during the fiscal year based on the market value on the vesting date) for fiscal year 2019 for our Chief Executive Officer and for the other Named Executive Officers.(continued)

Elements of Compensation

In fiscal year 2019, theThe compensation of our Named Executive Officers wasis comprised of base salaries, cash bonuses and long-term, equity-based incentives in the form of restricted stock awards and performance stock units.    In addition, our Chief Executive Officer’s compensation included cash bonuses based upon achievement of individual performance targets.

Base Salary. Base salaries for the Named Executive Officers were initially established either when they were hired into the position from outside the Company or as they were promoted to increasing levels of responsibility within the Company. Base salaries for the Named Executive Officers are generally established based on the scope of their responsibilities, level of experience and individual performance, taking into account both external competitiveness and internal equity considerations. While the goal for the base salary component is to compensate executives at a level that is competitive with the salaries of executives in comparable positions among our peer group, the Compensation Committee does not attemptuse a formulaic approach to set base salaries at a certain target percentile within the peer group. Instead, the Compensation Committee considers external market information only to confirm that its base salary determinations based on the other factors described above are competitive.

The Compensation Committee annually evaluates the base salary levels of the Named Executive Officers to ensure that there is consistency within the Company based upon scope of responsibility and also to ensure that the base salaries are appropriate relative to the peer companies listed below. In establishing changes to base salaries, the Compensation Committee may consider the overall financial condition of the Company but does not make changes to executive salaries based on the achievement of any particular financial criteria.

The following table shows base salaries for our Named Executive Officers for fiscal years 2020 and 2021 and the percent increase year-over-year.

Executive and Director Compensation (continued)

Fiscal 2021 Performance Measures

At the time of the budgeting process for fiscal year 2021, the pandemic and the severity of its impact on commercial, economic and social activities was difficult to project. PriceSmart generates sales in multiple countries in emerging markets, with each country responding to the threat of COVID-19 in different ways. As a result, the Company experienced significant closures and restrictions beyond those we saw in the United States. Further, at the time of the budgeting process, there was no vaccine readily available. Therefore, our ability to forecast the Company’s performance for over a year into the future was impossible. As a result, the Company created its budget based on the information available at the time, with the expectation and hope that conditions would improve in our markets during the second half of the fiscal year.

At the beginning of fiscal year 2021, the Company bifurcated its annual incentive awards into two components. The first component, covering corporate performance up to target, used growth in Adjusted Sales (in U.S.$ or on a constant currency basis) and achievement of specified levels of Adjusted Operating Income as a Percentage of Adjusted Sales as alternative corporate performance measures, with payments being based on the greater achievement under the two measures. The Compensation Committee selected growth in Adjusted Sales and achievement of specified levels of Adjusted Operating Income as a Percentage of Adjusted Sales as alternative performance measures for the annual cash incentive awards up to target levels for fiscal 2021 because they believed they represent key indicators of the strength of our operating results and incentivized the participants in our annual cash incentive award program to achieve strong revenue and earnings growth. The second component covered corporate over-achievement. In light of the impact of COVID uncertainties on the budgeting process, the Compensation Committee and the Board worked together to develop the incentives for over-achievement, with the intention that such incentives be payable only if the Company substantially over-achieved its budget. They determined that if the Company did not exceed budget by at least $11 million in Adjusted Operating Income, the CEO and other executives would not be eligible for any overachievement bonus or award. Further, the Compensation Committee and the Board decided that the over-achievement incentive should be based on a single, more stringent metric than the bonus plan for achievement up to target performance. For over-achievement, the Compensation Committee and the Board determined that incentive awards should be derived solely from an allocation of Adjusted Operating Income between the executives and the Company (for the benefit of the Company’s stockholders) so that the relative interests of the executives and the stockholders would be readily apparent. Accordingly, the Compensation Committee and the Board determined that the Chief Executive Officer and certain other executives should share an over-achievement pool in an amount equal to 15% of Adjusted Operating Income above the threshold level of $125.1 million.

For Ms. Bahrambeygui, 50% of her annual cash incentive award was determined based on achievement in growth of Adjusted Sales or achievement of specified levels of Adjusted Operating Income as a Percentage of Adjusted Sales, in the case of payments up to 100% of target, and achievement of Adjusted Operating Income above a threshold level, in the case of over-achievement annual cash incentive award opportunity, and 50% based on key performance indicators approved by the Compensation Committee. For our other executives, 80% of their annual cash incentive awards were determined based on achievement in growth of Adjusted Sales or achievement of specified levels of Adjusted Operating Income as a Percentage of Adjusted Sales, in the case of payments up to 100% of target, and achievement of Adjusted Operating Income above a threshold level, in the case of over-achievement annual cash incentive award opportunity, and 20% based on key performance indicators set by the Chief Executive Officer and approved by the Compensation Committee.

Executive and Director Compensation (continued)

The tables set forth below show payout levels as a percentage of target annual cash incentive award based on minimum and target levels for growth in Adjusted Sales (in U.S.$ or on a constant currency basis) and minimum and target levels for achievement in Adjusted Operating Income as a Percentage of Adjusted Sales.

Executive and Director Compensation (continued)

In our audited financial statements for the year ended August 31, 2021, Total revenues is the most directly comparable GAAP financial measure to Adjusted Sales and Adjusted Sales determined on a constant-currency basis, and Operating income is the most directly comparable GAAP financial measure to Adjusted Operating Income. A reconciliation of the non-GAAP financial measures to the most directly comparable GAAP financial measure is contained in Appendix A.

Fiscal 2021 Annual Cash Incentive Awards

To calculate the amount of the annual cash incentive awards earned under the 2021 annual cash incentive award plan up to target levels, if any, we first calculated Adjusted Sales and Adjusted Operating Income. We then determined the highest payout level achieved under growth in Adjusted Sales or Adjusted Operating Income as a Percentage of Adjusted Sales. For fiscal year 2021, we achieved growth in Adjusted Sales of 8.57% and achieved Adjusted Operating Income as a Percentage of Adjusted Sales of 4.25%, both of which were greater than the performance levels required for payment of 100% of the portion of each executive officer’s annual cash incentive award based on corporate performance, which was 80% of target for our executive officers other than Ms. Bahrambeygui and 50% of target for Ms. Bahrambeygui.

In the case of annual cash incentive award opportunities above target levels, the Chief Executive Officer and certain other executives shared an over-achievement pool in an amount equal to 15% of Adjusted Operating Income above the threshold of $125.1 million. Adjusted Operating Income for fiscal year 2021 was $151.7 million, resulting in a pool of $4.0 million, payable in part in cash and in part in additional performance stock units. We then distributed the pool to the Chief Executive Officer and members of the ATF Team in cash and performance stock units based on the allocation formulas described above.

For fiscal year 2021, the Compensation Committee established individual performance metrics for the CEO and approved individual performance metrics for the other Named Executive Officers did not receive salary increases in fiscal year 2019. The Company’s Chief Executive Officer advisedthat were recommended by the Compensation Committee that, in consideration of the challenges facing the Company, she and the Executive Vice Presidents were willing to forgo a cost of living increase to ensure that lower-level employees were able to receive a cost of living increase.

Bonus. In connection with engaging Ms. Bahrambeygui to serve as the Company’s interim and later permanent Chief Executive Officer, the Compensation Committee included a cash bonus component for her compensation to lead the way to a more performance-based culture.CEO. The Compensation Committee has approvedthen confirmed achievement of each of the individual performance goals for each Named Executive Officer against the specific, measurable targets established for each goal. The Compensation Committee determined a weighted average achievement level for each Named Executive Officer up to 100% and multiplied the portion of such Named Executive Officer’s target bonus plan for all executivesbased on achievement of individual performance metrics (50% in the case of the CEO and 20% in the case of the other Named Executive Officers) by such percentage to determine the amount to be paid.

The following table sets forth for fiscal year 2020.2021 the target bonus amount, the annual cash incentive award based on Company performance and the annual cash incentive award based on individual performance earned by each Named Executive Officer:

Executive and Director Compensation (continued)

PriceSmart uses restricted stock and performance stock units as long-term incentive vehicles because:

PriceSmart historically has awarded restricted stock with time-based vesting to its Named Executive Officers, but the Compensation Committee determined that performance-based equity is an important tool alongside grants of restricted stock with time-based vesting. The Compensation Committee believes that these two equity instruments—instruments – performance stock units and restricted stock—stock — will work together to provide the Company’s executives a competitive pay opportunity that focuses executives on maximizing stockholder value over the long term.

In fiscal year 2017, the Compensation Committee decided that the Company should make smaller annual grants of restricted stock vesting over a period of three years instead of the larger, periodic grants vesting over five or more years the Compensation Committee had previously made. In moving to annual awards, the Compensation Committee noted that moving to smaller, but more frequent, awards would give the Compensation Committee greater flexibility to adjust awards to take into account:

The Compensation Committee also noted that annual awards would allow the Company to have better fiscal control of the compensation program; would more easily allow for the implementation ofpay-for-performance metrics; and would help prevent hardship or windfall scenarios in the future.

Executive and Director Compensation (continued)

In determining the number of shares of restricted stock and performance stock units to be granted to our Named Executive Officers, the Compensation Committee takes into account the individual’s position, scope of responsibility, ability to affect profits and stockholder value, and the value of restricted stock in relation to other elements of the individual executive’s total compensation and market competitive data. All awards of restricted stock and performance stock units to our executive officers are made by the Compensation Committee.

Executive and Director Compensation (continued)

Fiscal Year 2021 Restricted Stock and Performance Stock Unit Awards

In October 2020 (fiscal year 2021), the Compensation Committee made grants of restricted stock and performance stock units, or PSUs, to the Named Executive Officers. The grants to these Named Executive Officers were comprised of approximately 2/3 restricted stock and 1/3 PSUs with a three-year vesting schedule and the same performance criteria described above. For our Named Executive Officers for fiscal year 2021, the number of shares underlying restricted stock awards and PSU awards at target levels are set forth below.

Executive and Director Compensation (continued)

of vesting and pays this amount directly to the taxing authorities. The Company generally receives a corresponding tax deduction for compensation expense in the year of vesting, subject to limits on the deductibility of compensation in excess of $1.0 million paid to certain executives under Internal Revenue Code Section 162(m). The amount included in the participant’s wages upon such vesting, and, subject to Section 162(m), the amount we may deduct, is equal to the fair market value of a share of Common Stock on the date the shares vest, multiplied by the number of shares vesting.

Other Benefits. PriceSmart’s Named Executive Officers are eligible to participate in all of our employee benefit plans, such as our 401(k) plan and our medical, dental, vision, long and short-term disability and life insurance plans, in each case on the same basis as other employees. We provided our former Chief Executive Officer and President a housing allowance and travel benefits in accordance with his employment agreement, and we reimbursed moving expenses and provided atwo-year housing allowance of $60,000 per yearalso provide LifeLock identity theft protection services for our Chief Financial Offer.executive officers. The Compensation Committee believes that these perquisites are no greater than competitors’ practices.

Fiscal Year 2019 Compensation of Chief Executive Officer

Salary. The Compensation Committee set Ms. Bahrambeygui’s base salary as interim Chief Executive Officer at the outset of that engagement in November 2018 and set her base salary as permanent Chief Executive Officer when she assumed that role on January 30, 2019.

Bonus. Ms. Bahrambeygui’s target bonus for her service as interim Chief Executive Officer was $437,500. The performance criteria set by the Compensation Committee for her interim CEO service consisted of individual objectives with associated target key results relating to strategic plan and process, operating process, organizational process, compensation practices and management development. At the conclusion of her interim service, the Compensation Committee determined that Ms. Bahrambeygui achieved the stated objectives and key results required for achievement of the bonus, and additionally recognized Ms. Bahrambeygui’s extraordinary efforts and devotion of time during her service as interim Chief Executive Officer. The Committee thus approved the payment of the $437,500 bonus.

Ms. Bahrambeygui’s target bonus for her service as Chief Executive Officer for the remaining portion of fiscal year 2019 was $291,800 (which amount represents a pro rata portion of a $500,000 target bonus for the year), consisting of a 50% company financial results component and 50% individual performance objectives. The measurement criteria for the individual objectives and key results were set by the Compensation Committee and were determinable, measurable, and quantifiable operational targets in the following key areas:

For fiscal year 2019, upon setting the criteria for the bonus in February, the Compensation Committee concluded that a half year did not provide sufficient time for a new Chief Executive Officer to have a significant impact on the Company’s financial metrics.

Executive and Director Compensation (continued)

Therefore, the Compensation Committee guaranteed the financial portion of this bonus for fiscal year 2019. In October 2019, the Compensation Committee reviewed Ms. Bahrambeygui’s performance relative to her individual objectives and key results and determined that she achieved all of her targets. Accordingly, Ms. Bahrambeygui earned her full target bonus of $291,800.

The Compensation Committee has approved a bonus plan for all executives for fiscal year 2020.

Equity Incentive Awards. The Compensation Committee made grants of performance stock units and restricted stock to Ms. Bahrambeygui in November 2018 (fiscal year 2019) and February 2019 (fiscal year 2019). The grants to Ms. Bahrambeygui in November 2018 were comprised of 2/3 restricted stock and 1/3 performance stock units with the same performance criteria as the other executive officer grants and aone-year vesting schedule. Ms. Bahrambeygui’s February 2019 awards are comprised entirely of restricted stock with time-based vesting because the Compensation Committee determined that it was too late in the fiscal year for Ms. Bahrambeygui to be reasonably expected to materially impact financial metrics such as revenues and operating income for the fiscal year.

Fiscal Year 2019 Compensation of Other Named Executive Officers

Salary. The Named Executive Officers did not receive salary increases in fiscal year 2019. The Company’s Chief Executive Officer advised the Compensation Committee that, in consideration of the challenges facing the Company, she and the Executive Vice Presidents were willing to forgo a cost of living increase to ensure that lower-level employees were able to receive a cost of living increase.

Bonus. Our Named Executive Officers other than our Chief Executive Officer were not eligible for cash bonuses in fiscal year 2019.

Equity Incentive Awards. The Compensation Committee made grants of performance stock units and restricted stock to our Named Executive Officers other than our Chief Executive Officer in October 2018 (fiscal year 2019). The performance criteria for the PSUs would be satisfied for all shares underlying the award upon a 3% increase in revenues or operating income in fiscal year 2019 compared to fiscal year 2018 determined on a GAAP basis and would be satisfied for 50% of the shares upon a 3% increase in revenues in fiscal year 2019 compared to fiscal year 2018 determined on a constant currency basis. As used here, the term “constant currency basis” refers to the calculation of revenues excluding the impact of foreign currency exchange rate fluctuations. We believe this measure provides a valuable means of evaluatingperiod-to-period revenue growth before the impact of foreign currency exchange issues that are outside our executive officers’ control. After the end of fiscal year 2019, the Compensation Committee determined that the Company had not achieved the GAAP-based targets but had exceeded 3% growth in revenues measured on a constant-currency basis. Accordingly, the executive officers earned 50% of the PSUs granted, subject to multi-year vesting.

Following satisfaction of performance targets, in whole or in part, the portion of the PSU for which the performance target has been achieved vests in three annual installments in October 2019, October 2020 and October 2021, subject to the recipient’s continued employment through those vesting dates. To the extent performance-vesting and time-vesting requirements are met, PSUs are settled and paid in shares of common stock (net of shares withheld for taxes). PSUs have dividend equivalents, but payment of such amounts will be subject to satisfaction of the performance criteria.

Peer Group

The Compensation Committee establishes individual executive compensation at levels the Compensation Committee believes are comparable with those of executives in other companies of similar size and stage of development operating in retail industries, taking into account our own strategic goals and our relative performance. Management utilized Equilar Inc.’s Executive Insight research database, a resource for referencing executive compensation and analyzing executive pay trends

Executive and Directorthe Aon TCM (Total Compensation (continued)

based on information Equilar gathers from proxy statements and reports filed withMeasurement) Survey, the Securities and Exchange Commission,Mercer Benchmark Database and additional competitive information provided by our compensation consultant.

PriceSmart is the largest operator of membership warehouse clubs in Latin America and the Caribbean. We are incorporated and headquartered in the U.S., but the large majority of our retail and operational footprint is international. The Company operates in 13 different countries and territories, each with unique characteristics and a variety of currencies, and tax and legal regimes, and sometimes in challenging geopolitical markets. We seek to maximize the value of PriceSmart membership to members by operating alow-margin model focused on providing the best possible value on high-volume products, which are tailored to a large and exclusively international member base. This requires our management team to focus on purchasing, supply chain and other operational efficiencies.

There are few publicly traded companies in the U.S. that have a similar profile to PriceSmart’s in terms of operating model, customer focus and geographic footprint. The complexities of our business show up in our daily operations in navigating different local and international laws, local customs and preferences, political changes and foreign currency conversions. We are not like many traditional retailers, which is evidenced to a degree by the fact that only one public company in the U.S.—BJ’s Wholesale Club—Club – names PriceSmart as a peer company in its proxy. The other most directly comparable company to PriceSmart is Costco Wholesale Corporation, whose size relative to PriceSmart’s makes comparisons impractical for executive compensation purposes.

In developing a peer group for executive pay purposes, we started with a premise that a diverse set ofUS-based retailers and grocers would be most reflective—reflective — though not fully reflective—reflective — of our Company’s business focus and managerial complexity, as well as the market within which we compete for executive-level talent. In April 2019,July 2020, the Compensation Committee, with advice from its independent executive compensation consultant, approved an executive pay peer group made up of the 21US-based retailers and grocers listed below. The Company will use thisused the peer group to monitor competitive pay levels for executives and as a reference when evaluating our effectiveness and appropriatenessevaluate fiscal year 2021 compensation decisions. Although each of our executive compensation programs and practices. However,the peer companies features at least one aspect of the Company’s business, the Compensation Committee noted that no single company identified as a peer has all of the key characteristics of PriceSmart, but each has some of the attributes.international operations, both brick and mortar and ecommerce sales, and a low-margin model focused on sourcing and selling products in high volumes. As a result, the Compensation Committee will monitor and adjust this peer group from time to time to ensure continuing relevance with our company size, the complexities associated with our international footprint, our mix of brick and mortar and ecommerce sales, our business strategy and our executive talent needs.

Executive and Director Compensation (continued)

The executive pay peer group consists of the following companies:

These companies were identified based on the following criteria:

Executive and Director Compensation (continued)

ForThis peer group for fiscal year 2018,2021 compensation decisions is the same as the group the Compensation Committee compared our Named Executive Officers’used for fiscal year 2020 compensation to compensation of executives at public companies Institutional Shareholder Servicesdecisions, except that Neiman Marcus Group and Smart & Final Stores, which were included in its most recent benchmarking analysisthe peer group for PriceSmart. For fiscal year 2018, ISS used a peer group comprised of the 16 public2020 compensation decisions, are no longer included because they ceased to be SEC reporting companies in 2019. Based on the same SIC code as PriceSmart, with revenues between $1.6 billion and $8 billion and employees between 1,500 and 40,000. The Compensation Committee adopted the same group, except that it excluded Sears Hometown & Outlet Stores, Inc. becauserecommendation of its then-recent bankruptcy filing. Upon further consideration in April 2019,Aon, the Compensation Committee determined that theadded Chewy and Revlon to its peer group identified aboveto replace the two companies that dropped out. These companies were selected because they were deemed to be the “best fit” in terms of financial profile and business/product focus.

Aon also provided to the Compensation Committee published survey data capturing public cash and equity compensation data. Survey data is collected from the Aon TCM (Total Compensation Measurement) Survey with the following data cuts — consumer staples and durables companies with between $1 billion and $10 billion in annual revenues and market capitalizations between $600 million and $5.3 billion.

To determine market-competitive executive pay levels, Aon weighted named peer proxy data at 50% and broad survey data at 50% to create a more appropriatecompetitive market composite.

Executive and relevant comparison than the ISS peer group because most of the companies in the ISS peer group did not have an international component and none featured a membership format.Director Compensation (continued)

For fiscal year 2019,2021, as a part of its compensation program review process, the Compensation Committee assessed base salary, target annual cash incentive opportunity, target total cash compensation, annual long-term incentive delivery, retention analysis and the total target pay opportunitiesCompany’s current aggregate equity usage compared to peer group and mix of compensation elements—overall and by pay element—for those serving as Named Executive Officers at the beginning of the year against general industry compensation data provided by Semler Brossy.survey data. The Compensation Committee noted substantial variation between the compensation levels and pay mix of similarly situated executives, particularly when evaluating the competitiveness of the Company’s long-term incentive awards. After evaluating PriceSmart’s target pay opportunities against these external benchmarks, the Compensation Committee determined that target pay opportunitiessalaries are competitive at market median (with some individual variation), annual cash incentive opportunity significantly lags the market for ourthe Named Executive Officers were, in aggregateother than the CEO (whose annual cash incentive opportunity falls between the 50^th and generally on an individual basis, below75^th percentiles), long-term incentives are at the low end of the competitive midpoints.market and total direct compensation (i.e., cash plus equity) is at the low end of the competitive market.

Additionally,The Compensation Committee believes that where it is reasonable and practical, the competitiveness of the Company’s executive compensation should be determined by comparing total remuneration to average performance at approximately the 50th percentile of a peer group and general market survey. However, the Compensation Committee evaluated Ms. Bahrambeygui’s target pay opportunity againstrecognizes that it is in PriceSmart’s interest to recognize the setcomplexities of companies identified as the Company’s peer groupretail global market, and accordingly, our compensation needs to reflect the need to attract and retain superior talent to address the complexities of our markets. Further, to the extent individual and company performance exceeds expectations, compensation should follow. For example, if top quartile performance is achieved, compensation should likewise be in its Proxy Statement for 2019 Annual Meeting of Stockholders upon her appointment as interim Chief Executive Officer and against thego-forward peer group described above upon her appointment as Chief Executive Officer. The evaluation process that the Compensation Committee took upon the appointment of Ms. Bahrambeygui as interim Chief Executive Officer and as Chief Executive Officer is similar to that used for other Named Executive Officers. Ms. Bahrambeygui’s target pay opportunity for fiscal year 2019 was less than the median for the 21 peer companies listed above.

Based on the objectives outlined above, the Compensation Committee strives to set target total compensation opportunity levels and the individual components of compensation to be competitive with the market in which we compete for executive talent. The Compensation Committee does not, however, target any specific percentile of market compensation levels.top quartile.

Compensation data for the peer group of companies isand survey data are among only onetwo of the many factors the Compensation Committee considers in setting compensation for PriceSmart’s Named Executive Officers, and actual compensation may vary based on the Compensation Committee’s review of other considerations, including the Company’s and the individual Named Executive Officer’s performance and the value of the executive’s leadership and other skills to the Company.

In connection with setting compensation levels for fiscal year 2022, the Compensation Committee noted the increasing complexity of the Company’s business as it moves toward an omni-channel model and the resulting need to retain and attract senior executives with digital technology expertise or that otherwise have the necessary skills and experience to fuel the Company’s growth. Accordingly, for fiscal year 2022, the Compensation Committee has increased salaries, annual cash incentive opportunities and long-term incentives for executives, where appropriate, to bring them in line with the 50^th percentile for total compensation for executives as shown in the peer group data and the general market survey.

Severance and Change in Control Payments

We have entered into agreements and maintain plans that require us to make payments and/or provide benefits to our Named Executive Officers under specified circumstances in the event of a termination of their employment without cause, resignation for “good reason” or a change in control. We provide for certain severance benefits inour providing notice of our intent not to renew the event that a Named Executive Officer’s employment is involuntarily terminated.agreement at the end of then-current term. Such severance benefits are designed to alleviate the financial impact of an involuntary termination through salary continuation and are intended to provide for a stable work environment. We believe that reasonable severance benefits for our

Executive and Director Compensation (continued)

Named Executive Officers are important because it may be difficult for our executive officers to find comparable employment within a short period of time following certain qualifying terminations. In addition to normal severance, we

We also provide for accelerated vesting of the time-based component of all equity awards for all employees in the event of a change in control as a means of reinforcing and encouraging the continued attention and dedication of our employees to their duties of employment without personal distraction or conflict of interest in circumstances which could arise from the occurrence of a change in control. We believe that the interests of stockholders will be best served if the interests of our senior management are aligned with them, and providing thesechange-in-control benefits should eliminate, or at least reduce, the reluctance of senior management to pursue potential change in control transactions that may be in the best interests of stockholders.

Executive and Director Compensation (continued)

The Company provides severance continuity andchange-in-control benefits because they are essential to help us fulfill our objectives of attracting and retaining key managerial talent. These agreements are intended to be competitive with those of similarly sized companies in our industry and company size and to attract and retain highly qualified individuals. While these arrangements form an integral part of the total compensation provided to these individuals and are considered by the Compensation Committee when determining executive officer compensation, the decision to offer these benefits did not influence the Compensation Committee’s determinations concerning other direct compensation or benefit levels.

Say-on-Pay Feedback from Stockholders

At our 20192021 Annual Meeting of Stockholders, we sought an advisory vote from our stockholders regarding our executive compensation program and received a 98.4%91.2% favorable vote supporting the program, excluding abstentions and brokernon-votes. For fiscal year 2019,2021, the Compensation Committee considered the results of the advisory vote as part of its annual review of the compensation provided to our Named Executive Officers and other executives. The Compensation Committee will continue to consider the outcome of oursay-on-pay votes when making future compensation decisions for the Company’s executive officers.

Stock Ownership Guidelines and Hedging and Pledging Prohibition

To further align executive and stockholder interests, we have adopted stock ownership guidelines for our executives andnon-employee directors. The guidelines require our Chief Executive Officer to hold Common Stock with a value of at least five times his or her base salary and our other executive officers to hold Common Stock with a value of at least one times their respective base salaries. The guideline fornon-employee directors is onethree times their annual cash compensation.compensation (excluding additional fees, if any, payable for service on any Board committee). Until such time as an executive ornon-employee director satisfies the minimum ownership requirement set forth herein, such executive ornon-employee directors is required to hold 50% of the equity awards (net of amounts required to satisfy any applicable tax obligations arising in connection with the exercise or vesting of any equity award) granted by the Company on or after the date such executive ornon-employee director becomes subject to these guidelines. guidelines (“Covered Equity Awards”). All in-the-money vested stock options, unvested time-based restricted stock, unvested time-based restricted stock units, and performance awards for which performance criteria have been met but that remain subject to time-based vesting shall satisfy the stock ownership guidelines without reduction for any portion of an award that may be subject to forfeiture to satisfy tax withholding that may be triggered upon vesting. The guidelines do not restrict an executive or non-employee director’s sale of shares that he or she held prior to becoming subject to these guidelines or that the executive or non-employee director acquired in any manner other than through Covered Equity Awards; provided that an executive or non-employee director may, at his or her sole option, elect to have the Company take into account shares that he or she held prior to becoming subject to the guidelines or that he or she acquired in any manner other than through Covered Equity Awards.

After an executive ornon-employee director satisfies the minimum ownership requirement as of a measurement date, he or she will be deemed to be in compliance with the stock ownership guidelines notwithstanding subsequent changes in the value of his or her stock ownership, so long asshares. If an executive or non-employee director sells or otherwise disposes of any shares or receives an increase in compensation, his or her compliance will be re-evaluated at the end of the fiscal year. In addition, for purposes of determining the number of shares deemed held does not decrease (as countedthat may be sold in a fiscal year, an executive’s or non-employee director’s shares will be valued at the greater of the closing price on the last trading day of the last fiscal year and the closing price on the trading day prior to a proposed sale. If he or she has fallen under the required ownership level as of the end of the fiscal year, he or she can only sell 50% of any Covered Equity Awards (net of amounts required to satisfy any applicable tax obligations arising in connection with the exercise or vesting of any equity award) that vest once he or she has fallen under the required ownership level unless (i) he or she held shares prior to becoming subject to these guidelines or he or she acquired shares in any manner other than pursuant to Covered Equity Awards and (ii) he or she elects to have such shares included in the compliance calculation to permit greater sales of Covered Equity Awards. Notwithstanding the foregoing, valuation methodology). regardless of the state of their compliance with the applicable minimum ownership requirement, executives and non-employee directors may immediately sell shares (i) acquired upon the exercise of

Executive and Director Compensation (continued)

stock options for the limited purposes of paying the exercise price of the stock option, and (ii) to satisfy any applicable tax obligations arising in connection with the exercise or vesting of any equity award.

The Compensation Committee has the discretion to waive compliance with these guidelines on a case-by-case basis for any executive officer, and the Board of Directors has the discretion to waive compliance with these guidelines on a case-by-case basis for any non-employee director, who, due to his or her particular financial circumstances or other special circumstances, would incur a hardship by complying with these guidelines.

In addition to the minimum stock ownership requirements, we do not allow our executive officers ornon-employee directors to enter into any hedging, pledging or monetization transactions involving our Common Stock.

Recoupment Policy

We adopted a Compensation Recoupment Policy effective as of September 19, 2017. The recoupment (or “clawback”) policy provides the Compensation Committee with broad discretion to recoup certain incentive awards made to the Company’s executive officers when it determines that (1) an executive engaged in serious misconduct or failed to supervise a subordinate employee who engaged in serious misconduct which the executive knew, or was reckless in not knowing, was occurring, and (2) such misconduct resulted in a material violation of law or a written Company policy that caused significant financial or

Executive and Director Compensation (continued)

reputational harm to the Company. This clawback policy is broader than current and expected regulatory requirements. The policy can be found on the Corporate Governance section of our website.

Compensation Committee Report

We have reviewed and discussed with management the Compensation Discussion and Analysis required to be included in this Proxy Statement. Based on the reviews and discussions referred to above, we recommend to the Board of Directors that the Compensation Discussion and Analysis referred to above be included in our Proxy Statement.

The foregoing has been furnished by the Compensation Committee.

Beatriz Infante

Jeffrey Fisher

Leon C. Janks

Gary Malino

Executive and Director Compensation (continued)

Executive Compensation

Summary of Compensation

The following table sets forth the compensation for fiscal year 20192021 by any person who served as our Chief Executive Officer or Chief Financial Officer during the fiscal year and the three other most highly compensated executive officers who were serving as executive officers at August 31, 2019.2021. These persons are referred to as the Company’s “Named Executive Officers” elsewhere in this Proxy Statement.