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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.C.S.T. on Thursday, February 4, 2021. As a result of the public health and travel risks and concerns due to the COVID-19 pandemic, the1, 2024. 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/PSMT2021.PSMT2024. 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 7, 20204, 2023 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 shallwill be open to the examination of any stockholder 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/PSMT2021.PSMT2024.

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

All stockholders are cordially invited to attend the meeting.meeting via the webcast.

BY ORDER OF THE BOARD OF DIRECTORS

Francisco J. Velasco

Secretary

San Diego, California

December 18, 202019, 2023

Table of Contents

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

The non-binding advisory vote on executive compensation the proposed amendment to the Company’s 2013 Equity Incentive Award Plan, as amended, to increase the number of shares of Common Stock available for the grant of awards, 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, 20212024 require the affirmative vote of a majority of the aggregate votes present, in person or by proxy, and entitled to vote on the matter at the Annual Meeting.

Abstentions The vote to approve an amendment to our Amended and broker non-votes are not included as votes cast and will not affectRestated Certificate of Incorporation to limit the outcomeliability of anycertain officers of the proposals. Broker non-votes occur whenCompany for damages due to breach of fiduciary duty of care requires the affirmative vote of a person holdingmajority of the outstanding shares of Common Stock as of the Record Date.

With regard to the non-binding advisory vote on the frequency with which the compensation of our executive officers will be subject to an advisory stockholder vote, the frequency (every one, two or three years) receiving the largest number of votes, even if not a majority, will be considered the preference of our stockholders. The Board of Directors recommends that stockholders vote for a frequency of every one year for the advisory vote regarding the compensation of our executive officers. However, because this vote is advisory and not binding on us in street name, such as throughany way, we may decide that it is in our and our stockholders’ best interests to hold an advisory vote on executive compensation more or less frequently than the preference expressed by our stockholders.

If you are a brokerage firm,beneficial owner of shares held in “street name” and do not provide the broker, bank, or other nominee that holds your shares with specific voting instructions, under the rules of various national and regional securities exchanges, the organization that holds your shares may generally vote your shares on routine matters but cannot vote on non-routine matters. If the broker, bank or other nominee that holds your shares does not providereceive instructions as tofrom you on how to vote thoseyour shares on a non-routine matter, the organization that holds your shares will inform the election inspector that it does not have the authority to vote on this matter with respect to your shares. This is commonly referred to as a “broker non-vote.”

The election of directors (referred to as “Proposal 1”), the say-on-pay proposal (referred to as “Proposal 2”), the say-on-frequency proposal (referred to as “Proposal 3”) and the proposed amendment to the Company’s Amended and Restated Certificate of Incorporation to limit the liability of officers (referred to as “Proposal 4”) are matters considered non-routine under applicable rules. A broker, does not thenbank or other nominee cannot vote those shareswithout your instructions on non-routine matters; as a result, there may be broker non-votes on Proposals 1, 2, 3 and 4. For your vote to be counted on the stockholder’s behalf.above proposals, you will need to communicate your voting decisions to your broker, bank or other nominee before the date of the Annual Meeting using the voting instruction form provided by your broker, bank or other nominee.

The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal 2024 (referred to as “Proposal 5”) is a matter considered routine under applicable rules. A broker, bank or other nominee may generally vote on routine matters, and therefore no broker non-votes are expected in connection with Proposal 5.

Broker non-votes and abstentions each are counted for determining the presence of a quorum. The election of directors requires a plurality of votes cast. Neither broker non-votes nor any withhold votes in the election of directors will have any effect thereon. Because they represent shares present and entitled to vote that are not cast in favor of a proposal, abstentions will have the same effect as votes “against” Proposal 2. Broker non-votes, however, do not represent shares present and entitled to vote on non-routine matters, and therefore, will have no effect on Proposal 2. In the case of Proposal No. 3, the non-binding advisory vote on the frequency with which the compensation of our executive officers will be subject to an advisory stockholder vote, the frequency (every one, two or three years) receiving the largest number of votes, even if not a majority, will be considered the preference of our stockholders. Neither abstentions nor broker non-votes will have any effect. The amendment of the Amended and Restated Certificate of Incorporation requires the approval of a majority of the outstanding shares of Common Stock. As a result, abstentions and broker non-votes will have the same effect as votes “against” Proposal 4.

Important Information Aboutabout 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 10:008:30 a.m. P.S.T.C.S.T. on Thursday, February 4, 2021.1, 2024. 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/ PSMT2021.PSMT2024. 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 Proxyproxy or voting instructions card and a copy of our Annual Report on Form 10-K for the fiscal year ended August 31, 20202023 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 18, 2020.19, 2023.

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, theWe believe that a virtual Annual Meeting will be held in a virtual meeting format only. We have designed our virtual format to enhance, rather than constrain,provides expanded stockholder access and participation and communication. For example, the virtual format allows stockholders to communicate with us in advance of, and during, the Annual Meeting so they can ask questions of our Chairman or Chief Executive Officer, as time permits. It is the present expectation of the Board of Directors that future annual meetings will have an in-person format.improved communications.

How Do I Vote?

Whether you plan to attend the Annual Meeting virtually or not, we urge you to vote by proxy. If you vote by proxy, the individuals named on the Proxy,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; should be voted for one year, two years, three years or abstain with respect to the approval, on an advisory basis, of the frequency of holding an advisory vote on executive compensation; should be voted for, against or abstained with respect to approval of the proposed amendment to the Company’s 2013 Equity Incentive Plan;Amended and Restated Certificate of Incorporation to limit the liability of 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.Meeting virtually. 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

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 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 Proxyproxy card 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/PSMT2021PSMT2024 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 teneleven 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 increased from nine to ten 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. 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 Proxyproxy at the Annual Meeting and entitled to vote on the election of directors. The enclosed Proxyproxy card 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 Proxyproxy card will be exercised by the proxy holders to vote the shares represented by the Proxiesproxies 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 for re-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 to re-nominate a member for re-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 guidelinesCorporate Governance Guidelines or that could be material to a reasonable stockholder’s understanding of the independence or lack of independence of such candidate. In order to give the Nominating/Corporate

Proposal 1   Election of Directors (continued)

Company at the Company’s principal executive offices nonot later than August 20, 2021.the close of business on the 90th day, nor earlier than the close of business on the 120th day, prior to February 1, 2025, the one-year anniversary of the 2024 Annual Meeting. 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:

Our Corporate Governance Guidelines require all director nominees to be less than 80 years of age upon election to the Board and to retire from the Board upon reaching the age of 80; provided, however that if a director reaches the age of 80 during his or her one-year term, he or she may continue to serve until the conclusion of that one year term. Robert Price turned 80 in August 2022. After considering Mr. Price’s historic and ongoing contributions to the Board and the Company, the Board of Directors has waived the application of the age limit to Mr. Price.

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.attendance, among other factors.

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 public website at www.pricesmart.com.investors.pricesmart.com.

Director Skills and Board Diversity Matrix

The Nominating/Corporate Governance Committee and Board regularly review the skills and experiences relevant to our Board. Depending on the current composition of the Board and Board committees and expected future turnover on our Board, the Nominating/Corporate Governance Committee generally seeks director candidates with experience, skills, or background in one or more of the following areas:

Proposal 1Election of Directors (continued)

The chart below identifies the skills and qualifications each director nominee brings to the Board. The fact that a particular skill or qualification is not designated does not mean the director nominee does not possess that particular attribute. We believe the combination of the skills and qualifications shown below demonstrates how our Board is well positioned to provide strategic advice and effective oversight to our management.

In August 2021, the SEC approved a Nasdaq Stock Market proposal to adopt new listing rules relating to board diversity and disclosure. As approved by the SEC, the new Nasdaq listing rules require all Nasdaq listed companies to disclose consistent, transparent diversity statistics regarding their boards of directors. The Board Diversity Matrix below presents the Board’s diversity statistics in the format prescribed by the Nasdaq rules.

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, Patricia Márquez, Robert Price, David R. Snyder, John D. Thelan and Edgar Zurcher.

Information Regarding Nominees

The table below indicates the name, current position with the Company and age as of November 30, 20202023 of each nominee for director.

Robert E. Price has served as Interim Chief Executive Officer since February 2023 and has been Chairman of the Board of Directors of the Company since 1997, the position he has held since the Company’s its spin-off from Price Enterprises, Inc. Mr. Pricein 1997. He served as Executive Chairman from October 2018 to February 2020. Mr. Price has served as Chief Executive Officer and President of the Company at various times during the Company’s history, most recentlyincluding 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 Chairman of the Board Directors and President of Price Philanthropies Foundation and the Allison and Robert Price Charities.Family Foundation. Price Philanthropies is a private family foundation that supports charitable activities in the Company’s markets and San Diego, California. Mr. Price is David N. Price’s father. Mr. Price is also serves as President of the Aaron Price Fellows Foundation, the sponsor of the Aaron Price Fellows Program. Mr. Price’s 44-year47 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. BahrambeyguiDavid R. Snyder has served as Chief Executive Officer since January 2019, after serving as interim Chief Executive Officer from November 2018 to January 2019. She also has been a directorLead Independent Director of the Company since November 2011. She served asMay 2023, Vice Chairman of the Board from October 2016 to October 2017. Ms. Bahrambeyguiof Directors since February 2022 and as a director since February 2021. Mr. Snyder has served as a senior counsel at Pillsbury Winthrop Shaw Pittman LLP since 2018 and previously served as Presidenta partner from 1993 until 2017 in the firm’s Corporate and Managing Member of The Price Group, LLC, an investment management firm, from September 2006 to January 2019. Additionally, Ms. BahrambeyguiSecurities practice. During 25 years as a partner, Mr. Snyder also served as Executive Vice President, SecretaryPillsbury’s executive vice-chair for two years and Vice Chairman ofon the Boards of Price Charities, Price Philanthropies Foundationfirm’s managing board for 15 years. Mr. Snyder has been a practicing attorney for over 40 years, focusing on corporate finance, and the Aaron Price Fellows Foundation, and as the Chief Executive Officer of PS Ivanhoe, LLC,has significant experience representing public companies. Mr. Snyder holds a commercial real estate investment company. Ms. Bahrambeygui was a licensed stockbrokerlaw degree from Cornell University and a partnerbachelor of arts from Michigan State University. Mr. Snyder is NACD Directorship Certified^®. Mr. Snyder’s background in multiple law firms, including a founding partner in the law firm 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.

Proposal 1Election of Directors (continued)

Ms. Bahrambeygui’s service as Chief Executive Officer, her experience in strategic acquisitions, her demonstrated ability to lead the Company through digital transformation and the launch of e-commerce and her thorough understanding of the business and operations of the Company contribute to the Board of Directors’ conclusion that she should serve as a director of the Company.

Mitchell G. Lynn has been a director of the Company since November 2011 and Vice Chairman of the Board since February 2020. Mr. Lynn served in several senior executive positions and as the President and a director of The Price Company prior to its merger in 1993 with Costco, Inc., and from 1993 until 1994, he served as an executive officer, director and member of the Executive Committee of Price/Costco. Mr. Lynn also was 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 market in the southwestern United States. 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 for domestic and international wholesale distribution, primarily through warehouse clubs and online platforms. 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. Lynn is a certified public accountant (inactive) and a licensed real estate broker in California. Mr. Lynn’s extensive prior experience in both the warehouse club business and general retailinglegal matters and his significant knowledge relating to financial mattersexperience with public companies contribute to the Board of Directors’ conclusion that he should serve as a director of the Company.

Sherry S. Bahrambeygui has been a director of the Company since November 2011 and served as Vice Chair of the Board from October 2016 to October 2017. Ms. Bahrambeygui served as Chief Executive Officer of the Company from January 2019 to February 2023 and as interim Chief Executive Officer from November 2018 to January 2019. Prior to her tenure as Chief Executive Officer, she served as the President and Managing Member of The Price Group, LLC, a private investment and management company, from 2007 to 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. Ms. Bahrambeygui’s extensive international business, governance and leadership experience, strategic decision-making and ability to lead the Company through digital transformation and e-commerce expansion contribute to the Board of Directors’ conclusion that she should serve as director of the Company.

Jeffrey Fisher has been a director of the Company since November 2019. Since 2011, Mr. Fisher has served as the Chief Financial Officer and member of The Price Group, LLC, a private investment and management company, and Price Philanthropies Foundation, a private non-profit organization.company. He also has been Chief Financial Officer and a director of Price Philanthropies Foundation, a private family foundation working to transform the lives of youth and families through grant making and youth programs, since May 2019. Since 2004,In addition, since January 2022, Mr. Fisher has also served as CFO of the Chief Financial Officer of PS Ivanhoe, LLC,PriceSmart Foundation, a real estate holding company.California nonprofit public benefit corporation which serves as the philanthropic partner for the Company, providing grants to nongovernmental organizations focused on youth development, economic development and community and environmental resilience in PriceSmart countries. He is also Chief Financial Officer of Aaron Price Fellows Foundation, La Jolla Fay, LLC, IvanFay, LLC, and RARSD, LLC. From 2004 to 2021, Mr. Fisher served as the Chief Financial Officer of PS Ivanhoe, LLC, a private real estate holding company. 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 3643 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 has been a tenured member of the faculty at the Harvard Kennedy School of Harvard University since 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, a non-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 2530 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

Proposal 1   Election of Directors (continued)

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 ChairChairman 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 its Lead Independent Director, chair of the compensation committee, since November 2015.and member of the audit committee. Since October 2017, she has served as director and chair of the compensation and member of the audit and technology committees of Ribbon Communications, a cloud communications company formed from the merger of Sonus Networks and Genband, and more recently the acquisition of ECI.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 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 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.

Leon C. Janks has served as a director of the Company since July 1997. He served as Vice ChairmanChair of the Board from October 2017 to October 2018 and as Lead Director from October 2018 to February 2020. 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, California since 1980 and serves as its Managing Partner Emeritus. Since December 2020, Mr. Janks has served on the board of directors of The Jewish Federation of Greater Los Angeles. 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.

Patricia Márquez has served as a director of the Company since February 2021. Dr. Márquez was the Dean of the Joan B. Kroc School of Peace Studies at the University of San Diego (“USD”) from 2014 to 2023 and also served as Associate Provost for Academic Planning and Innovation. Dr. Márquez joined the USD Knauss 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 intersection of business and social value creation, with an emphasis on poverty alleviation through market mechanisms. Prior to joining USD, Dr. Márquez was a professor of management (1995-2007) and dean (2003-2005) at IESA, a school of business in Caracas, Venezuela. 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 N. Price has been a director of the Company since February 2022. Mr. Price has been an employee of the Company since July 2017, most recently as Executive Vice President and Chief Transformation Officer. He previously held the position of Executive Vice President and Chief of Staff to the Chairman of the Board and the Company’s Interim Chief Executive Officer, Robert Price, from December 2022 to July 2023. From August 2021 to December 2022, Mr. Price served the Company as Vice President for Environmental and Social Responsibility and had previously served as the Company’s Vice President for

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.

Patricia Márquez is a director nominee. Since 2014, Dr. Márquez has served as Dean of the 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 intersection of business and social value creation, with an emphasis on poverty alleviation through

Information Regarding the Board of Directors

Board Meetings

The Company’s Board of Directors held sixfive meetings during fiscal year 2020.2023. 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 StructureStructure; Lead Independent Director

The positions of Chairman of theCompany’s Board of Directors anddoes not have a policy with respect to the separation of the offices of Chief Executive Officer are separate. Mr. Price serves as Chairmanand Board Chair. It is the Board’s view that rather than having a rigid policy, the Board, with the advice and assistance of the BoardNominating/Corporate Governance Committee, and upon consideration of Directorsall relevant factors and Ms. Bahrambeygui servescircumstances, will determine, as and when appropriate, whether to institute a formal policy.

In February 2023, upon the resignation of our prior Chief Executive Officer, our Chairman, Robert Price, became Interim Chief Executive Officer. The Board of Directors believes that having Mr. Price, who has served as the current leadershipCompany’s Chairman since 1997, is best situated to serve as our Interim Chief Executive Officer because of his previous experience serving the Company as Chief Executive Officer and his familiarity with the Company’s business and industry.

To ensure the appropriate level of oversight continues between our independent directors and the Interim Chief Executive Officer, the Board appointed our Vice Chairman, David Snyder, as Lead Independent Director in May 2023. As Lead Independent Director, Mr. Snyder presides over all meetings of the Board of Directors byat which the Chairman enhancesis not present, including executive sessions of independent directors; calls meetings of the effectivenessnon-management directors, as appropriate; consults with the Chairman regarding Board meeting agendas, materials circulated to the Board and the Board’s calendar; and acts as the liaison between the independent directors and the Chairman. The Lead Independent Director also serves as the Board representative to external constituents of its oversight of management and provides a perspective that is separate and distinct from that of management.the Company, including stockholders.

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, Dr. Márquez and Mr. Malino, a current director not up for re-election at the Annual Meeting,Snyder, held sixseven meetings during fiscal year 2020.2023. 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 at www.pricesmart.com.investors.pricesmart.com.

Compensation and Human Capital Committee. The Compensation and Human Capital Committee, which currently consists of Ms. Infante,Mr. Snyder, Mr. Fisher, Mr. Janks and Mr. Malino, a current director not up for re-election at the Annual Meeting,Dr. Márquez, held sixten meetings during fiscal year 2020.2023. 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.our President and Executive Vice Presidents. 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 at www.pricesmart.cominvestors.pricesmart.com.

Nominating/Corporate Governance Committee. The Nominating/Corporate Governance Committee, which currently consists of Mr. Janks, Mr. Hanson and Mr. Lynn,Snyder, held two meetingsone meeting during fiscal year 2020.2023. Each of the current members of the Nominating/Corporate Governance Committee satisfies the Nasdaq Stock Market’s standards for “independence.” 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)

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.

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. All nineten members then-serving on the Board of Directors and nominated for re-election attended the Annual Meeting of Stockholders held on February 6, 2020.3, 2023.

Environmental and Social Responsibility MattersHighlights

The Company recognizesAt PriceSmart, doing business the right way is at the core of everything we do. Our values inspire 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 environmentaloffers a good return to investors while conducting business responsibly, satisfying the needs of our members and social responsibility issues are of increasing importance to our investors, members, employees andsupporting 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. The Company is committedOur commitment to becomingour local communities includes acting as a corporate leader in environmental responsibility, and we believe that our work in the areas of environmental sustainability, social responsibility,with respect to important issues such as diversity, equity and inclusion, creates value for allhuman rights, environmental sustainability, and our employees’ well-being.

PriceSmart is committed to supporting communities in the countries in which we operate both by operating our business at the highest ethical standards and by providing philanthropic support to PriceSmart communities. In 2022, to further our philanthropic impact, PriceSmart and the Price Philanthropies Foundation established the PriceSmart Foundation to serve as the philanthropic arm of our stakeholders.Company. The core principles of the PriceSmart Foundation are promoting youth career development, supporting economic development in under-resourced communities and funding initiatives that strengthen environmental and community resilience. Some examples of the impact that the PriceSmart Foundation made in the last fiscal year include vocational training programs focused on information technology, facility maintenance, bakery and butchery and other skills. A number of the participants were able to get on the job experience through internships at our PriceSmart clubs. In addition, the PriceSmart Foundation also supported a business accelerator program in Honduras and Guatemala for small and medium sized enterprises owned by women. During fiscal year 2023, PriceSmart continued to partner with Price Philanthropies Foundation’s Aprender y Crecer program. Aprender y Crecer receives significant funding through PriceSmart member donations at the point of sale during the holiday season’s Juntos por la Educación campaign. These member donations help fund Aprender y Crecer’s donations of school supplies and books to public primary schools in the Company’s Spanish speaking markets.

Governance

Environmental and Social Responsibility (ESR) Leadership. As a way of solidifying our commitment to corporate responsibility, we have a dedicated 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.

Information Regarding the Board of Directors (continued)

PriceSmart’s long-standing commitmentSustainability

Direct Farm Program. We launched our Direct Farm Program in Panama in 2018 to eliminate intermediaries in sourcing of fresh produce. Under the program, we buy fresh fruits and vegetables 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, while reducing the overall handling and transportation of these products. The program has been so successful that in just a few years, we expanded from Panama to Colombia, Costa Rica, the Dominican Republic and Guatemala.

Local Purchasing and Merchandising. PriceSmart considers merchandise as being sourced locally when it is purchased within Latin America and the Caribbean, irrespective of the country within that region where it is sold to Members. Approximately 50% of our sales come from merchandise sourced locally. Procurement of local merchandise not only provides for a wide selection of high-quality goods at favorable prices, but it also offers us a means of investing in, and contributing to, our local communities and economies.

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 identifying ways for science and industry to work together toward sustainability and conservation goals.

Recycling Collection Stations. We are installing recycling collection stations open to the local community at our warehouse club locations, with five recycling centers in operation in fiscal year 2023. We partner with recycling companies that pay people for the recyclable materials they turn in at the collection centers. As a result, these centers promote sustainability, return money to PriceSmart communities and create new jobs in our markets.

Food Bank Donations. During fiscal year 2023, we continued our partnership with the Global Food Banking Network, whereby we partnered with food banks in eight of our markets. We are working to expand our food bank partnerships in the remaining markets. When food that we purchase or produce reaches its best buy date but is still safe for human consumption, we donate it to participating food banks that, in turn, support families and organizations who are food insecure in our markets of operation.

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 social responsibility mattersbuild efficient facilities. For example, we have installed solar arrays in 45 of our warehouse clubs, and we use LED lighting in most applications of our buildings. We also use waste heat from our refrigeration systems to produce substantially all of our hot water needs and dehumidify 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 reflectedrequired at any one time. We manage our wastewater with regulated and environmentally approved wastewater treatment plants in among other things:those clubs that do not have access to public treatment works. Forty-one 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.

Information Regarding the Board of Directors (continued)

Supply Chain. To better assure the quality of what PriceSmart offers, we undertake regular audits and reviews of our manufacturers, producers and packagers to verify that they apply Best Manufacturing Practices and observe social responsibility rules in their facilities. One critical aspect of the audits is to confirm that these vendors adhere to safe labor practices. All vendors must pass the audits or PriceSmart will cease doing business with them.

Human Capital

As of August 31, 2023, we had approximately 11,000 employees. Approximately 96% of our employees were employed outside of the United States, and about 1,800 employees were represented by labor unions.

Developing a Diverse Workforce Representative of Our Markets

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 legal and operating environment of each country, so we can better serve our Members. We believe we provide our employees with excellent wages, 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 and Learning

Providing employees with equal opportunities for development is a key focus for PriceSmart, and we strive to provide opportunities for each team member to learn and grow. 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. In fiscal year 2023, we held more than 2,700 corporate talent development learning sessions, which included general leadership training as well as women-specific leadership training, in addition to courses on emotional intelligence and motivating employees. In addition, we offer a robust range of courses in technical and language skills, as well as instruction in wellness and valuable “life tools” such as the principles of managing personal or household finances, raising resilient children, and how to maintain healthy boundaries and a good work-life balance.

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.

Engaging our team through internal events — Diversity & Inclusion.

We strive to create a work environment that fosters a sense of belonging, inclusion, growth, and engagement for all our team members. Each month we facilitate a wide range of activities in the countries in which we operate, including celebrations of birthdays and work anniversaries, volunteering, employee appreciation, health and wellness events, and recreational opportunities such as football (soccer) games and 5K runs. We also send company-wide communications to celebrate events that recognize diversity and cultural heritage and educate team members about the history and significance of these events.

The activities we facilitate do more than bring employees together. They create platforms for celebrating our diversity, enriching our experiences, and fueling our shared journey toward success. In addition to promoting knowledge sharing, they empower our employees to grow personally and professionally, fostering an inclusive environment where we celebrate unique perspectives and strengthen our organizational culture.

Despite its accomplishments to date, the Company is seeking to increase its level of commitment to social engagement and sustainability in fiscal year 2021. The Company has delegated responsibility for these programs to its new Environmental and Social Responsibility Department, led by our Executive Vice President—Environmental Responsibility, Construction and Facilities and our Vice President of Social and Environmental Responsibility. This team works with departmental leaders across the Company to determine optimal strategies to implement its goals and will engage with, and seek input from,Information Regarding the Board of Directors. The Board of Directors plans to form an Environmental and Social Responsibility Committee of the Board, which will begin meeting after the Annual Meeting.(continued)

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 at www.pricesmart.com.investors.pricesmart.com.

In fulfilling its oversight responsibilities, the committeeAudit Committee reviewed and discussed with management the audited financial statements in the Company’s Annual Report on Form 10-K for the year ended August 31, 2020,2023, 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 Auditing Standard No. 1301, as adopted by the Public Company Accounting Oversight Board Statement on Auditing Standards No. 16 Communications with Audit Committees.Board. 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 an 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.

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, 20202023 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)

Executive Officers of the Company

The executive officers of the Company and their ages as of December 18, 2020November 30, 2023 are as follows:

Sherry S. BahrambeyguiRobert E. Price has served as Interim Chief Executive Officer since February 2023 and has been Chairman of the Board of Directors of the Company since its spin-off from Price Enterprises, Inc. in 1997. He served as Executive Chairman from October 2018 to February 2020. Mr. Price has served as Chief Executive Officer since January 2019, after servingand President of the Company at various times during the Company’s history, including as interim Chief Executive Officer from November 2018 to January 2019. She also has beenApril 2006 until July 2010. Mr. Price was a directorfounder of The Price Company, which operated the Company since November 2011. ShePrice Club, and served as Viceits 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 2016 to October 2017. Ms. Bahrambeygui previously served1993 until December 1994 and Chairman of Price Enterprises from July 1994 until September 1997. Mr. Price currently serves as President and Managing Membera Manager of The Price Group, LLC an investment management firm, from September 2006 to January 2019. Additionally, Ms. Bahrambeygui servedand as Executive Vice President, Secretary and Vice Chairman of the BoardsBoard Directors and President of Price Charities, Price Philanthropies Foundation and the Allison and Robert Price Family Foundation. Price Philanthropies is a private family foundation that supports charitable activities in the Company’s markets and San Diego, California. Mr. Price is David Price’s father. Mr. Price is also President of the Aaron Price Fellows Foundation, and as the Chief Executive Officersponsor 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 in the law firm 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.Aaron Price Fellows Program.

Michael McClearyJohn D. Hildebrandt has served as Executive Vicebeen President and Chief FinancialOperating Officer since April 2020,December 2022 after serving as Senior Vice President and Interim Chief Financial Officer from December 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. Naylonfrom May 2022 to December 2022. He held the position of Executive Vice President and Acting Chief Operating Officer from March 2022 to May 2022 and previously 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 Latin America for AbbVie Inc., a publicly traded global biopharmaceutical company. Previously, he held in-house legal roles at

Executive and Director CompensationOfficers of the Company (continued)

Mr. Velasco attended law school in Mexico, has a Masters of Law degree from Georgetown University and has an MBA degree from Duke University.

Michael L. McCleary has served as Executive Vice President and Chief Financial Officer since April 2020, after serving as Senior Vice President and Interim Chief Financial Officer from December 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 35 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.

David N. Price has been an employee of the Company since July 2017, most recently as Executive Vice President and Chief Transformation Officer since August 2023. He also has served as a member of the Board since February 2022. He previously held the position of Executive Vice President and Chief of Staff to the Chairman of the Board and the Company’s Interim Chief Executive Officer, Robert Price, from December 2022 to July 2023. From August 2021 to December 2022, Mr. Price served the Company as Vice President for Environmental and Social Responsibility and had previously served as the Company’s Vice President for Omnichannel Initiatives and Environmental and Social Responsibility. From August 2018 to August 2020, Mr. Price was Director of Ecommerce. Mr. Price serves as President of the newly established PriceSmart Foundation, a California nonprofit corporation serving as a philanthropic partner to the Company and providing grants to nongovernmental organizations focused on youth development, economic development, and community and environmental resilience in PriceSmart countries. Mr. Price also serves as Vice President of Price Philanthropies Foundation, a private family foundation working to transform the lives of youth and families through grant making and youth programs, and as 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. In addition, Mr. Price serves on the board of the Aaron Price Fellows Foundation and serves on the Director’s Councils of The USC Price School of Public Policy and The Scripps Institution of Oceanography. Mr. Price received a Master of International Affairs from the University of California San Diego School of Global Policy and Strategy and a Bachelor of Science in Public Policy and Management from the University of Southern California. Mr. Price is Robert Price’s son.

Wayne Sadin has been Executive Vice President and Chief Information Officer since July 2023. Prior to joining the Company, Mr. Sadin worked as an independent IT advisor and technology analyst for more than ten years. His clients included the Company from March to June 2023, Acceleration Economy and Cloudwars from October 2018 to June 2023, Via Group Partners from September 2020 to June 2023, Wiginton Fire Systems from August 2019 to March 2020 and Orion Group Holdings from January 2019 to October 2021. Mr. Sadin serves on the Advisory Board for Via Group Partners and for Acceleration Economy, and is a member of the Institute for Excellence in Corporate Governance, the FBI’s Infragard Program, the Digital Directors Network and the National Association of Corporate Directors. Additionally, Mr. Sadin earned the QTE (Qualified Technology Expert) Director certification from the Digital Directors Institute, is NACD Directorship Certified, and holds the NACD/CERT Certificate in Cybersecurity Oversight. Mr. Sadin has a Bachelor of Science degree in Business Administration and Computer Science from Boston University and a Master of Science degree in Management Science from the University of Texas.

Ana Luisa Bianchi has been Executive Vice President — Chief Merchandising Officer since August 2018 and was Senior Vice President — Merchandising — Latin America Local from October 2016 through July 2018. From 2010 to October 2016, Ms. Bianchi was Vice 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 studied law and received a sworn translator recognition in Guatemala.

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.officers and provide input on our policies and strategies relating to human capital management. 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.

Financial Highlights

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 guidanceCompany performed well in administering our compensation program.

Fiscal Year 2020 Company Initiatives

Our Chief Executive Officer, Sherry Bahrambeygui, is driving strategic investments 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 have re-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.fiscal year 2023 . . .

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:

The Company is endeavoring to create a more nimble, competitive and customizable platform from which it can respond to the fast-changing retail environments where we operate. Our members expect a low-cost, seamless and tailored buying experience through both our physical and digital channels. We are also analyzing our member data to better inform decisions related to buying, services and inventory flow.

During the COVID pandemic, the Company has traversed an extraordinary arc that started with responding to unexpected challenges and quickly evolved to strengthening our business for the future. With our top priority firmly placed on the well-being

Notably, all of our employees and members, we immediately focused on precautionary and safety measures for our front-line employees in-country andare eligible to participate in our distribution centers internationally. The Company also made a rapid transition to remote-work for office employees without compromising effectiveness. Management focused on collaborating with our vendors and suppliers to protect the supply chain and maximize availability of essential goods needed by our members. Most importantly, the Company accelerated development of technology-enabled shopping. The Company now provides Click & Go^™ contactless shopping, online visibility of inventory, online payment platforms, and the ability to sign up and renew memberships onlinehealth plans in every oneall of our markets. The Company launched its Click & Go^™ programmarkets, except in the third quarter of fiscal year 2020, which currently enables online orders with curbside pick-up and delivery in all markets, to meet the immediate demands ofCosta Rica where we determined that our members. We believe the technology, business infrastructure, processes, and platforms that support the Click & Go^™ program strengthens our foundation for growth.employees have competitive government-provided coverage.

Executive and Director Compensation (continued)

Compensation PhilosophyOur 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 overall promotion, succession planning and development.

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

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 theThe Company’s compensation practices. This review focused, in particular, on the extent to which executive compensation should include performance incentives. As a result of the review of compensation practices continued under the current Chair of the Compensation Committee, Beatriz Infante, and consistent with the core values set forth above, the Compensation Committee modified 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 comprised 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 Adjusted Sales or Adjusted 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. In fiscal year 2020, the Compensation Committee determined 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’sInterim 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 have 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.

Executive and Director Compensation (continued)

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.

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. 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:

Executive and Director Compensation (continued)

During fiscal year 2020,2023, the scope of the compensation consultant’sMeridian’s engagement included:

RadfordMeridian 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,considering the preferences of the Interim CEO, who has elected not to receive compensation as a director of officer, the Compensation Committee determined the compensation of our Named Executive Officers in executive session.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 Compensation and Long-Term, Equity-Based Compensation

The charts below show the percentage breakdown of short-term target compensation (comprised of salary, annual cash incentives, dividends paid on restricted stock, 401(k) contribution by the Company and miscellaneous perquisites) and long-term, equity-based target 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 2020 for our Chief Executive Officer and for the other Named Executive Officers (other than Maarten Jager who resigned during the fiscal year).

Annual Cash Incentive Awards. Each of our named executive officersNamed Executive Officers other than our Interim CEO participates in our annual cash incentive award program. The amount of the annual cash incentive award earned by named executive officersNamed Executive Officers is based on corporate performance and in some cases, achievement of a pre-determined and quantifiablemeasurable set of individual performance objectives setfactors established at the beginning of the performance period. On an annual basis with respect to our annual cash incentive award program, the Compensation Committee (1) selects one or more performance measures, (2) establishes threshold, target and maximum performance goals for each performance measure and (3) establishes for each named executive officer a target bonus amount that is earned at the threshold, target and maximum performance levels (with linear interpolation between the specified payout percentages). No annual cash incentive award based on corporate performance is earned if the Company does not meet the threshold performance goal. However, the Compensation Committee may consider the effect of the global pandemic and other linked economic and environmental pressures that may negatively impact results.

Fiscal 2020 Target Annual Cash Incentives

At the beginning of fiscal year 2020, the Compensation Committee set the target annual cash incentive amounts for fiscal year 2020 for each of our named executive officers set forth in the following table.

Executive and Director Compensation (continued)

Fiscal 20202023 Target Bonuses

At the beginning of fiscal year 2023, the Compensation Committee set the target bonus amounts for fiscal year 2023 for each of our Named Executive Officers set forth in the following table.

Fiscal 2023 Performance Measures

For fiscal year 2023, the Company used sales-based and operating income-based metrics for the corporate performance component of its annual incentive award program. For corporate performance up to target, the Company used percentage growth in Adjusted Total Revenues or Net Merchandise Sales on a constant currency basis (whichever grew more with respect to its target level) and achievement of specified dollar values of Adjusted Operating Income as alternative corporate performance measures, with payments being based on the greater achievement under the two measures. The Compensation Committee selected growth in Adjusted Total Revenues or Net Merchandise Sales or growth in Adjusted Operating Income as the sole performance measures for our executive officers other than Ms. Bahrambeygui. For Ms. Bahrambeygui, it was determined that 50%(Constant Currency) and achievement of her bonus would be based on achievement in growthspecified levels of Adjusted Sales or Adjusted Operating Income and 50% based on key performance indicators approved by the Compensation Committee.

The Compensation Committee selected growth in Adjusted Sales and growth in Adjusted Operating Income as alternative performance measures for the annual cash incentive awards up to target levels for fiscal 20202023 because they believebelieved they represent key indicators of the strength of our operating results and incentivizesincentivized the participants in our annual cash incentive award program to achieve strong revenue and earnings growth. It wasIn the case of performance above target, the Compensation Committee determined that executives’ payoutspayments under incentive awards should be derived solely from an allocation between the executives and the Company (for the benefit of the Company’s stockholders) of Adjusted Operating Income above the target level so that the relative interests of the executives and the stockholders would be readily apparent. Accordingly, the Compensation Committee 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 targeted level of $189.0 million.

At the beginning of fiscal year 2023, the Compensation Committee determined that 50% of the CEO’s annual cash incentive award should be determined based on achievement in growth in Adjusted Total Revenues or Net Merchandise Sales on a constant currency basis (whichever grew more) or achievement of specified levels of Adjusted Operating Income, 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 individual performance factors approved by the Compensation Committee. For our other executives, the Compensation Committee determined that 80% of their annual cash incentive awards should be based on the highest achievement under eitherin growth in Adjusted Total Revenues or Net Merchandise Sales on a constant currency basis (whichever grew more) or achievement of specified levels of Adjusted Operating Income, 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 individual performance factors 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 achievement within three bands of growth in Adjusted Total Revenues or Net Merchandise Sales on a constant currency basis and achievement within four bands of achievement of specified levels of Adjusted Operating Income, not both. “Adjusted Sales”Income. The Company applies linear extrapolation when performance falls within a band.

In the case of over-achievement incentives, the Compensation Committee reviewed peer company incentive awards above target to inform its determination of the appropriate allocation of the over-achievement pool. Based on that review, the Committee determined that the over-achievement pool should be distributed ratably among the CEO, our Executive Vice Presidents and certain Senior Vice Presidents who collectively comprise our “Action Task Force” or “ATF Team” based on their respective target annual cash incentive awards based on corporate performance. The over-achievement incentives were payable in cash, with no cap on over-achievement cash payouts.

“Adjusted Total Revenues” are measured as total revenues less revenues generated by the legacy businessesand growth in “Net Merchandise Sales (Constant Currency)” means growth in Net Merchandise Sales calculated on a constant currency basis, in each case as adjusted for certain items that we do not consider representative of our Aeropost subsidiary. “Adjusted Operating Income” is measured as reported operating income excluding revenues and expenses associated with our Aeropost subsidiary, including its legacy businesses; costs associated with development of PriceSmart.com and other technology development and digital transformation initiatives above and beyond the Company’s standard IT budget; and severance payments.

In the case of metrics based on growth in Adjusted Sales, if Adjusted Sales measured in U.S. dollars did not meet minimum or target growth percentages, executives could still achieve the same bonus percentage payouts if sales on a constant-currency basis achieve those minimum or target growth percentages. However, achievement of greater than target bonuses based on Adjusted Sales required achievement of greater than target growth in Adjusted Sales measured in U.S. dollars; there was no option for receiving greater than target bonuses based on Adjusted Sales measured on a constant-currency basis. Likewise, there was no metric based on growth in Adjusted Operating Income on a constant-currency basis.underlying operations. 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 evaluating period-to-period Adjusted Net Merchandise Sales growth before the impact of foreign currency exchange issues that are outside our executive officers’ control. “Adjusted Operating Income” is measured as reported Operating Income adjusted for items that are not the result of our normal operations. For fiscal year 2023, the Compensation Committee approved full or partial add backs for the impact of separation costs associated with our Chief Executive Officer departure, less savings associated with our Interim CEO’s choosing to decline to receive compensation for his services; the write-off of certain VAT receivables following unfavorable court rulings; $2.1 million of Aeropost-related write-offs in the first quarter of fiscal year 2023 and $660,000 of a receivable written-off in connection with the settlement in the third quarter of fiscal year 2023 of a claim for

In our audited financial statements for the year ended August 31, 2020,2023, Total revenues is the most directly comparable GAAP financial measure to Adjusted Total Revenues, Net Merchandise Sales and Adjustedis the most directly comparable GAAP financial measure to Net Warehouse Sales determined on a constant-currency basis,(Constant Currency), 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.

The tables set forth below show payout levels as a percentage of target bonus based on minimum, target and overachievement levels for growth in Adjusted Sales (in U.S.$ or on a constant currency basis) and growth in Adjusted Operating Income. Maximum payout was set at 150% of target.