Northern Technologies
International Corporation
Fiscal 2024
Annual Report
Northern Technologies
International Corporation
• Notice of 2025 Annual
Meeting
• Proxy Statement
• Annual Report on Form
10-K - August 31, 2024
KƵƌdĞĐŚŶŽůŽŐLJWůĂƞŽƌŵƐ͗
Natur-Tec® engineers and manufactures biobased and biodegradable plastic resins
intended to replace conventional, petroleum-based plastics. Natur-Tec® has a broad
bioplastics portfolio which spans flexible film, foam, rigid injection molded materials,
and engineered plastics. These applications allow for the production of 100% certified
compostable finished products, such as bags, food service products, and product
packaging. Natur-Tec® products are renewable, resource-based, and do not contain
conventional plastic materials. Natur-Tec® products provide sustainable alternatives to
conventional plastics and enable the industry and consumers to move closer to a carbon-
neutral footprint.
Zerust® Oil & Gas provides advanced corrosion control technologies and services to the
petrochemical industry. Zerust® Oil & Gas products and services utilize Zerust® proprietary
corrosion inhibitors in combination with advanced cathodic protection systems to
dramatically enhance the corrosion protection of capital assets. These assets include
above-ground storage tanks, various pieces of process equipment, buried and submerged
pipelines, mothballed large capital equipment, pipeline flanges, valves, and welded joints.
Zerust® Oil & Gas technologies are currently implemented in refineries, offshore oil rigs,
tank farms, and retail gas stations in several countries.
ZERUST®/EXCOR® manufactures and markets corrosion-inhibiting technologies that
provide customers with advanced solutions for corrosion across their production facilities
and supply chains. The technology uses proprietary chemical systems to create invisible
molecular corrosion shields on metal surfaces. The ZERUST®/EXCOR® teams support
clients globally in a broad range of industries, including automotive, electrical, electronic,
medical, machine fabrications, steel production, military, and marine. ZERUST®/EXCOR®
products and services allow customers to achieve substantial cost savings as well as
reduce the negative environmental impact caused by traditional corrosion prevention
methods and the waste caused by the corrosion of metal assets.
NTIC uses advanced technologies to care for the world we live in,
give back to society, and strive to set an example for environmental
leadership and responsibility.
ƚ Ed/͕ ǁĞ ďĞůŝĞǀĞ ƚŚĂƚ ƚŚĞƌĞ ŝƐ ŶŽ ĂůƚĞƌŶĂƟǀĞ ƚŽ ĚŽŝŶŐ
environmentally sustainable business while working to grow the
ďŽƩŽŵůŝŶĞ͘
We encourage our employees, joint venture partners, distributors,
ĂĸůŝĂƚĞƐ͕ ĂŶĚ ƐƵƉƉůŝĞƌƐ ƚŽ ĐĂƌƌLJ ŽƵƚ ŽƵƌ ĞŶǀŝƌŽŶŵĞŶƚĂů
commitments at the individual level through:
• ŶǀŝƌŽŶŵĞŶƚĂůůLJƌĞƐƉŽŶƐŝďůĞďƵƐŝŶĞƐƐƉƌĂĐƟĐĞƐ͘
• Advanced R&D processes that promote the use of
ĞŶǀŝƌŽŶŵĞŶƚĂůůLJƌĞƐƉŽŶƐŝďůĞƌĂǁŵĂƚĞƌŝĂůƐ͘
• ^ĞůĞĐƟŶŐĐŽŵƉŽŶĞŶƚƐĂŶĚŵĂŶƵĨĂĐƚƵƌŝŶŐƉƌŽĐĞƐƐĞƐƚŚĂƚƌĞĚƵĐĞ
ǁĂƐƚĞĂŶĚŝŵƉĂĐƚŽŶƚŚĞĞŶǀŝƌŽŶŵĞŶƚ͘
• ZĂŝƐŝŶŐĂǁĂƌĞŶĞƐƐĂďŽƵƚŽƵƌƚĞĐŚŶŽůŽŐŝĞƐĂŶĚŚŽǁƚŚĞLJĐĂŶ
ŚĞůƉƐŽůǀĞĐƵƌƌĞŶƚĞŶǀŝƌŽŶŵĞŶƚĂůĐŚĂůůĞŶŐĞƐ͘
• ĂĐŚEd/ĞŵƉůŽLJĞĞŝƐĞdžƉĞĐƚĞĚƚŽƉƌĂĐƟĐĞĂŶŝŶĚŝǀŝĚƵĂů
commitment to sustainability and environmental responsibility
ŝŶƚŚĞǁŽƌŬƉůĂĐĞ͘
Through our commitments to lessen our environmental
footprint and our advanced technologies, which allow others to
ƉƌĂĐƟĐĞ ƐƵƐƚĂŝŶĂďŝůŝƚLJ͕ ǁĞ ŚĂǀĞ ƚŚĞ ƉŽǁĞƌ ƚŽ ďĞŶĞĮƚ ŽƵƌƐĞůǀĞƐ
ĂƐ ŝŶĚŝǀŝĚƵĂůƐ͕ ŽƵƌ ĨĞĚĞƌĂƟŽŶ ŽĨ Ed/ ũŽŝŶƚ ǀĞŶƚƵƌĞƐ͕ ĂŶĚ ŽƵƌ
ĞŶǀŝƌŽŶŵĞŶƚĨŽƌŵĂŶLJŐĞŶĞƌĂƟŽŶƐƚŽĐŽŵĞ͘
KƵƌ ŶǀŝƌŽŶŵĞŶƚ͗
Our business model of commercializing clean and green
technologies depends heavily on the talents, perseverance, and
ŝŶƚĞŐƌŝƚLJŽĨďŽƚŚŽƵƌĞŵƉůŽLJĞĞƐĂŶĚŽƵƌǁŽƌůĚǁŝĚĞĨĞĚĞƌĂƟŽŶŽĨ
ũŽŝŶƚǀĞŶƚƵƌĞƉĂƌƚŶĞƌƐ͘tĞďĞůŝĞǀĞƚŚĂƚŽƵƌƌĞƐƉŽŶƐŝďŝůŝƟĞƐĂƌĞ
ĮƌƐƚƚŽŽƵƌǁŽƌůĚǁŝĚĞĐƵƐƚŽŵĞƌƐ͕ƚŚĞŶƚŽŽƵƌƉĞŽƉůĞ͕ŶĞdžƚƚŽŽƵƌ
ĐŽŵŵƵŶŝƟĞƐ͕ĂŶĚĮŶĂůůLJƚŽŽƵƌƐŚĂƌĞŚŽůĚĞƌƐ͘dŚĞƌĞĨŽƌĞ͕ǁĞŵƵƐƚ͗
• džĞƌĐŝƐĞŚŽŶŽƌ͕ŚƵŵĂŶŝƚLJ͕ĂŶĚĚŝƐĐŝƉůŝŶĞĚŵĂŶĂŐĞŵĞŶƚ
ŝŶŽƵƌĂĐƟŽŶƐ͘
• ^ĞĞĂƵŶŝĮĞĚǁŽƌůĚƚŚƌŽƵŐŚƚŚĞŐůŽďĂůƉĞƌƐƉĞĐƟǀĞƐ
ŽĨŽƵƌƉĞŽƉůĞ͘
• ŶƐƵƌĞƚŚĂƚƚŚĞĞŶǀŝƌŽŶŵĞŶƚďĞĐŽŵĞƐĂďĞƩĞƌƉůĂĐĞďĞĐĂƵƐĞ
ŽĨǁŚĂƚǁĞĚŽ͘
• /ŶǀĞƐƚĐŽŶƟŶƵŽƵƐůLJŝŶŽƵƌĨƵƚƵƌĞ͘
KƵƌDŝƐƐŝŽŶ͗
dŽƚŚĞ^ƚŽĐŬŚŽůĚĞƌƐŽĨEŽƌƚŚĞƌŶdĞĐŚŶŽůŽŐŝĞƐ/ŶƚĞƌŶĂƟŽŶĂůŽƌƉŽƌĂƟŽŶ;Ed/Ϳ͕
ZĞĐŽƌĚŶĞƚƐĂůĞƐĨŽƌĮƐĐĂůϮϬϮϰƐŚŽǁƚŚĞĞĸĐĂĐLJŽĨŽƵƌŵƵůƟͲLJĞĂƌŐƌŽǁƚŚƐƚƌĂƚĞŐŝĞƐ͕ĂƐǁĞůůĂƐEd/͛ƐůĞĂĚĞƌƐŚŝƉ
ƉŽƐŝƟŽŶŝŶďŽƚŚŽƵƌƚƌĂĚŝƟŽŶĂůĂŶĚĞŵĞƌŐŝŶŐŵĂƌŬĞƚƐ͘&ƵƌƚŚĞƌŵŽƌĞ͕ŽǀĞƌƚŚĞƉĂƐƚϭϬLJĞĂƌƐ͕EĂƚƵƌͲdĞĐΠĂŶĚ
Zh^dΠ Kŝů Θ 'ĂƐ ŶĞƚ ƐĂůĞƐ ŚĂǀĞ ĂĐŚŝĞǀĞĚ ĐŽŵƉŽƵŶĚ ĂŶŶƵĂů ŐƌŽǁƚŚ ƌĂƚĞƐ ;'ZͿ ŽĨ ϮϮ͘ϭй ĂŶĚ ϭϴ͘ϰй͕
ƌĞƐƉĞĐƟǀĞůLJ͕ĐŽŵƉĂƌĞĚƚŽƚŚĞϵ͘ϯй'ZŽĨŽƵƌĞƐƚĂďůŝƐŚĞĚ Zh^dΠŝŶĚƵƐƚƌŝĂůďƵƐŝŶĞƐƐ͘dŚĞƌĞĨŽƌĞ͕ŝŶƉƵƌƐƵŝŶŐ
ŐƌŽǁƚŚŽƉƉŽƌƚƵŶŝƟĞƐǁŝƚŚŝŶƚŚĞŐůŽďĂůŽŝůĂŶĚŐĂƐĂŶĚĐŽŵƉŽƐƚĂďůĞƉůĂƐƟĐƐŵĂƌŬĞƚƐ͕ǁĞďĞůŝĞǀĞǁĞŚĂǀĞůĂŝĚĂ
ƐƚƌŽŶŐĨŽƵŶĚĂƟŽŶĨŽƌƐƵƐƚĂŝŶĞĚƐĂůĞƐŐƌŽǁƚŚĂŶĚĞdžƉĂŶĚĞĚƉƌŽĮƚĂďŝůŝƚLJĨŽƌŵĂŶLJLJĞĂƌƐƚŽĐŽŵĞ͘
dŚĞƚƌĂŶƐĨŽƌŵĂƟŽŶŝŶŽƵƌƐĂůĞƐŵŝdžŚĂƐŚĂĚĂƉƌŽĨŽƵŶĚďĞŶĞĮƚŽŶŽƵƌďƵƐŝŶĞƐƐ͕ĂƐŽƵƌĂŶŶƵĂůŐƌŽƐƐƉƌŽĮƚŚĂƐ
ŝŶĐƌĞĂƐĞĚϮϳϰйĨƌŽŵΨϵ͘ϬŵŝůůŝŽŶŝŶĮƐĐĂůϮϬϭϰƚŽΨϯϯ͘ϴŵŝůůŝŽŶŝŶĮƐĐĂůϮϬϮϰ͘/ŶĂĚĚŝƟŽŶ͕ŽƵƌŐƌŽƐƐŵĂƌŐŝŶ
ĞdžƉĂŶĚĞĚďLJϲϭϬďĂƐŝƐƉŽŝŶƚƐŽǀĞƌƚŚŝƐƉĞƌŝŽĚƚŽϯϵ͘ϳйĨŽƌƚŚĞLJĞĂƌĞŶĚĞĚƵŐƵƐƚϯϭ͕ϮϬϮϰ͕ĚƵĞŝŶůĂƌŐĞƉĂƌƚƚŽ
ƚŚĞĐŽŶƟŶƵĞĚƐƵĐĐĞƐƐĨƵůĞdžĞĐƵƟŽŶŽĨƋƵĂůŝƚLJƐLJƐƚĞŵŝŵƉƌŽǀĞŵĞŶƚŝŶŝƟĂƟǀĞƐŽǀĞƌƚŚĞƉĂƐƚƚǁŽLJĞĂƌƐ͘
/ŶĐƌĞĂƐĞĚƐĂůĞƐŽĨ Zh^dΠKŝůΘ'ĂƐĂŶĚEĂƚƵƌͲdĞĐΠƉƌŽĚƵĐƚƐ͕ǁŚŝĐŚĐĂƌƌLJŚŝŐŚĞƌŐƌŽƐƐŵĂƌŐŝŶƐ͕ĚƌŽǀĞĂΨϲ͘Ϭ
ŵŝůůŝŽŶ͕ŽƌϮϭ͘ϱй͕LJĞĂƌͲŽǀĞƌͲLJĞĂƌŝŶĐƌĞĂƐĞŝŶŐƌŽƐƐƉƌŽĮƚĨŽƌĮƐĐĂůϮϬϮϰ͘dŚŝƐůĂƌŐĞƌŐƌŽƐƐƉƌŽĮƚ͕ŝŶƚƵƌŶ͕ŽīƐĞƚĂ
ΨϮ͘ϮŵŝůůŝŽŶƌĞĚƵĐƟŽŶŝŶũŽŝŶƚǀĞŶƚƵƌĞŽƉĞƌĂƟŶŐŝŶĐŽŵĞ͘
/ŶĂĚĚŝƟŽŶƚŽƐƵƉƉŽƌƟŶŐŚŝŐŚĞƌůĞǀĞůƐŽĨƉƌŽĮƚĂďŝůŝƚLJ͕ŐƌŽǁƚŚŝŶEĂƚƵƌͲdĞĐΠĂŶĚ Zh^dΠKŝůΘ'ĂƐƐĂůĞƐŚĂǀĞ
compensated for the market environment facing our established ZERUST® industrial business, which is more
ƐĞŶƐŝƟǀĞƚŽŐůŽďĂůĞĐŽŶŽŵŝĐĨŽƌĐĞƐ͘ƵƌŝŶŐĮƐĐĂůϮϬϮϰ͕ƐĂůĞƐŽĨŽƵƌĐŽƌĞ Zh^dΠŝŶĚƵƐƚƌŝĂůƐŽůƵƟŽŶƐǁĞƌĞ
ĐŚĂůůĞŶŐĞĚ ďLJ ƚŽƵŐŚĞƌ ĞĐŽŶŽŵŝĐ ĐŽŶĚŝƟŽŶƐ ŝŶ ďŽƚŚ ƵƌŽƉĞ ĂŶĚ ŚŝŶĂ͘ /Ŷ ƚŚĞ ƵƌŽƉĞĂŶ ŵĂƌŬĞƚ͕ ŽƵƌ ũŽŝŶƚ
ǀĞŶƚƵƌĞƐǁĞƌĞŝŵƉĂĐƚĞĚďLJŚŝŐŚĞƌĞŶĞƌŐLJƉƌŝĐĞƐ͕ĚĞĐůŝŶĞƐŝŶ'ĞƌŵĂŶĂƵƚŽŵŽƟǀĞƉƌŽĚƵĐƟŽŶ͕ĂŶĚŽƚŚĞƌƌĞŐŝŽŶĂů
ĞĐŽŶŽŵŝĐƉƌĞƐƐƵƌĞƐƚŚĂƚĂīĞĐƚĞĚƐĂůĞƐĂŶĚƉƌŽĮƚĂďŝůŝƚLJ͘ĚĚŝƟŽŶĂůůLJ͕ƚŚĞŐƌŽǁƚŚƌĂƚĞŽĨƚŚĞŚŝŶĞƐĞĞĐŽŶŽŵLJ
ĐŽŶƟŶƵĞĚƚŽƐůŽǁĚƵƌŝŶŐŽƵƌĮƐĐĂůLJĞĂƌĂƐƚŚĞŚŝŶĞƐĞŵĂƌŬĞƚĂĚĚƌĞƐƐĞƐĐŚĂůůĞŶŐĞƐĂƐƐŽĐŝĂƚĞĚǁŝƚŚĂĚŽŵĞƐƟĐ
ƌĞĂůĞƐƚĂƚĞŵĂƌŬĞƚĐƌŝƐŝƐĂŶĚǁĞĂŬĞƌĐŽŶƐƵŵĞƌĂŶĚďƵƐŝŶĞƐƐĐŽŶĮĚĞŶĐĞ͘tĞĂƌĞĐĂƵƟŽƵƐůLJŽƉƟŵŝƐƟĐƚŚĂƚƌĞĐĞŶƚ
ƐƟŵƵůƵƐƉƌŽŐƌĂŵƐĂŶŶŽƵŶĐĞĚďLJƚŚĞŚŝŶĞƐĞŐŽǀĞƌŶŵĞŶƚǁŝůůŝŵƉƌŽǀĞĞĐŽŶŽŵŝĐĂĐƟǀŝƚLJŝŶŚŝŶĂ͕ĂƐǁĞůůĂƐƚŚĞ
surrounding region.
dŽƚĂůŶĞƚƐĂůĞƐĨŽƌĮƐĐĂůϮϬϮϰďLJŽƵƌũŽŝŶƚǀĞŶƚƵƌĞƐ͕ǁŚŝĐŚǁĞĚŽŶŽƚĐŽŶƐŽůŝĚĂƚĞŝŶŽƵƌĮŶĂŶĐŝĂůƐƚĂƚĞŵĞŶƚƐ͕
ĚĞĐƌĞĂƐĞĚϰ͘ϳйƚŽΨϵϱ͘ϵŵŝůůŝŽŶĐŽŵƉĂƌĞĚƚŽĮƐĐĂůϮϬϮϯĂŶĚƉƌŽĚƵĐĞĚũŽŝŶƚǀĞŶƚƵƌĞŽƉĞƌĂƟŶŐŝŶĐŽŵĞŽĨΨϵ͘ϱ
ŵŝůůŝŽŶ͘dŚĞΨϮ͘ϮŵŝůůŝŽŶLJĞĂƌͲŽǀĞƌͲLJĞĂƌĚĞĐƌĞĂƐĞŝŶũŽŝŶƚǀĞŶƚƵƌĞŽƉĞƌĂƟŶŐŝŶĐŽŵĞǁĂƐƉƌŝŵĂƌŝůLJĚƵĞƚŽĂŽŶĞͲ
ƟŵĞŐĂŝŶŽĨΨϮ͘ϬŵŝůůŝŽŶĐŽŵŝŶŐĨƌŽŵƚŚĞůŝƋƵŝĚĂƟŽŶŽĨƚŚĞŽŵƉĂŶLJ͛ƐĨŽƌŵĞƌũŽŝŶƚǀĞŶƚƵƌĞŝŶŚŝŶĂƚŚĂƚǁĂƐ
ƌĞĐŽƌĚĞĚĚƵƌŝŶŐƚŚĞĨŽƵƌƚŚƋƵĂƌƚĞƌŽĨĮƐĐĂůϮϬϮϯ͕ĂƐǁĞůůĂƐůŽǁĞƌŶĞƚŝŶĐŽŵĞĂƚEd/͛ƐũŽŝŶƚǀĞŶƚƵƌĞŝŶ'ĞƌŵĂŶLJ
ĂŶĚǁĂƐƉĂƌƟĂůůLJŽīƐĞƚďLJŝŶĐƌĞĂƐĞƐŝŶŝŶĐŽŵĞĂƚŽƚŚĞƌũŽŝŶƚǀĞŶƚƵƌĞƐ͘
ĞƐƉŝƚĞĐŚĂůůĞŶŐŝŶŐĞĐŽŶŽŵŝĐĐŽŶĚŝƟŽŶƐŝŶƚŚĞŚŝŶĞƐĞŵĂƌŬĞƚ͕ŶĞƚƐĂůĞƐďLJŽƵƌǁŚŽůůLJŽǁŶĞĚEd/ŚŝŶĂ
ƐƵďƐŝĚŝĂƌLJŝŶĐƌĞĂƐĞĚLJĞĂƌͲŽǀĞƌͲLJĞĂƌďLJϱ͘ϴйƚŽΨϭϰ͘ϮŵŝůůŝŽŶĨŽƌĮƐĐĂůϮϬϮϰ͕ĂƐŽƉƉŽƐĞĚƚŽĂϭϰ͘ϱйLJĞĂƌͲŽǀĞƌͲ
LJĞĂƌĚĞĐůŝŶĞŝŶĮƐĐĂůϮϬϮϯ͘dŚƌŽƵŐŚŽƵƚĮƐĐĂůϮϬϮϰ͕ƐĂůĞƐƚƌĞŶĚƐŝŶƚŚŝƐŐĞŽŐƌĂƉŚLJƐƚĂďŝůŝnjĞĚĂŶĚEd/ŚŝŶĂ
ĞdžƉĞƌŝĞŶĐĞĚƚŚƌĞĞĐŽŶƐĞĐƵƟǀĞƋƵĂƌƚĞƌƐŽĨLJĞĂƌͲŽǀĞƌͲLJĞĂƌƐĂůĞƐŐƌŽǁƚŚ͘tĞƌĞŵĂŝŶĐĂƵƟŽƵƐůLJŽƉƟŵŝƐƟĐƚŚĂƚ
ĚĞŵĂŶĚŝŶŚŝŶĂǁŝůůŝŵƉƌŽǀĞŝŶĮƐĐĂůϮϬϮϱ͕ŚĞůƉŝŶŐƚŽƐƵƉƉŽƌƚŚŝŐŚĞƌŝŶĐƌĞŵĞŶƚĂůƐĂůĞƐĂŶĚƉƌŽĮƚĂďŝůŝƚLJŝŶ
ƚŚŝƐŵĂƌŬĞƚ͘tĞƌĞŵĂŝŶĐŽŵŵŝƩĞĚƚŽƚŚĞůŽŶŐͲƚĞƌŵŽƉƉŽƌƚƵŶŝƟĞƐƚŚĞŚŝŶĞƐĞŵĂƌŬĞƚƉƌŽŵŝƐĞƐƚŽƉƌŽǀŝĚĞŽƵƌ
ŝŶĚƵƐƚƌŝĂůĂŶĚďŝŽƉůĂƐƟĐƐƐĞŐŵĞŶƚƐ͕ĂŶĚǁĞĐŽŶƟŶƵĞƚŽƚĂŬĞƐƚĞƉƐƚŽĞŶŚĂŶĐĞŽƵƌŽƉĞƌĂƟŽŶƐŝŶƚŚŝƐŐĞŽŐƌĂƉŚLJ
ďĞĐĂƵƐĞǁĞďĞůŝĞǀĞŚŝŶĂǁŝůůůŝŬĞůLJďĞĐŽŵĞĂƐŝŐŶŝĮĐĂŶƚŐĞŽŐƌĂƉŚŝĐŵĂƌŬĞƚĨŽƌƵƐŝŶƚŚĞĨƵƚƵƌĞ͘
/ŶǀĞƐƚŵĞŶƚƐ
dŚƌŽƵŐŚŽƵƚĮƐĐĂůϮϬϮϰ͕ǁĞŵĂĚĞĂŶƵŵďĞƌŽĨƐƚƌĂƚĞŐŝĐŝŶǀĞƐƚŵĞŶƚƐĂĐƌŽƐƐƐĞǀĞƌĂůƉĂƌƚƐŽĨŽƵƌďƵƐŝŶĞƐƐŝŶŽƌĚĞƌ
ƚŽĐĂƉŝƚĂůŝnjĞŽŶĐƵƌƌĞŶƚĂŶĚĞdžƉĞĐƚĞĚŐƌŽǁƚŚŽƉƉŽƌƚƵŶŝƟĞƐ͘/Ŷ/ŶĚŝĂ͕ǁĞĐŽŶƐŽůŝĚĂƚĞĚƚŚƌĞĞƐĞƉĂƌĂƚĞEĂƚƵƌͲdĞĐΠ
ǁĂƌĞŚŽƵƐĞƐĂůŽŶŐǁŝƚŚĂĚĚŝƟŽŶĂůŵĂŶƵĨĂĐƚƵƌŝŶŐĐĂƉĂĐŝƚLJŝŶƚŽĂƐŝŶŐůĞ͕ůĂƌŐĞƌĨĂĐŝůŝƚLJƚŽƐƵƉƉŽƌƚEĂƚƵƌͲdĞĐΠƐĂůĞƐ
ŐƌŽǁƚŚŝŶƚŚĞƌĞŐŝŽŶ͘^ĂůĞƐŝŶƌĂnjŝůŚĂǀĞŶĞĂƌůLJĚŽƵďůĞĚƐŝŶĐĞĮƐĐĂůϮϬϭϵ͕ƐŽǁĞĂƌĞĂĚĚŝŶŐĂĨĂĐŝůŝƚLJƚŽƐƵƉƉŽƌƚ
ŐƌŽǁƚŚŽƉƉŽƌƚƵŶŝƟĞƐŝŶƚŚĂƚĐŽƵŶƚƌLJ͕ĂƐǁĞůůĂƐŝŶƚŚĞďƌŽĂĚĞƌƌĞŐŝŽŶ͘tĞĂůƐŽĐŽŶƟŶƵĞƚŽŝŶǀĞƐƚŝŶŽƵƌĚŽŵĞƐƟĐ
ŽƉĞƌĂƟŽŶƐĂƐĚĞŵŽŶƐƚƌĂƚĞĚďLJƚŚĞŶĞǁŝƌĐůĞWŝŶĞƐ͕DŝŶŶĞƐŽƚĂĨĂĐŝůŝƚLJƚŚĂƚĐĂŵĞŽŶůŝŶĞŝŶĮƐĐĂůϮϬϮϰ͘ƚƚŚŝƐ
ůŽĐĂƟŽŶ͕ǁĞŚĂǀĞďĞĞŶĂďůĞƚŽŝŶƐŽƵƌĐĞŵĂŶƵĨĂĐƚƵƌŝŶŐƉƌŽĐĞƐƐĞƐƚŚĂƚǁĞƌĞƉƌĞǀŝŽƵƐůLJŽƵƚƐŽƵƌĐĞĚĂƐƉĂƌƚŽĨ
ŽƵƌĞīŽƌƚƐƚŽŝŵƉƌŽǀĞŐƌŽƐƐŵĂƌŐŝŶ͘tĞĞdžƉĞĐƚƚŚĞƐĞƐƚƌĂƚĞŐŝĐŝŶǀĞƐƚŵĞŶƚƐƚŽƐƵƉƉŽƌƚŐƌŽǁƚŚĂŶĚĞŶŚĂŶĐĞ
ƉƌŽĮƚĂďŝůŝƚLJŝŶĮƐĐĂůϮϬϮϱĂŶĚďĞLJŽŶĚ͘
EĞƚŝŶĐŽŵĞĂƩƌŝďƵƚĂďůĞƚŽEd/ĨŽƌĮƐĐĂůϮϬϮϰǁĂƐΨϱ͘ϰŵŝůůŝŽŶ͕ŽƌΨϬ͘ϱϱƉĞƌĚŝůƵƚĞĚƐŚĂƌĞ͕ƵƉĨƌŽŵΨϮ͘ϵŵŝůůŝŽŶ͕
ŽƌΨϬ͘ϯϬƉĞƌĚŝůƵƚĞĚƐŚĂƌĞ͕ĨŽƌĮƐĐĂůϮϬϮϯ͘dŚĞϴϱ͘ϳйŝŶĐƌĞĂƐĞǁĂƐĚƵĞƚŽŚŝŐŚĞƌ Zh^dΠKŝůΘ'ĂƐĂŶĚEĂƚƵƌͲ
dĞĐΠƐĂůĞƐ͕ŐƌŽƐƐŵĂƌŐŝŶĞdžƉĂŶƐŝŽŶ͕ĂŶĚĐŽŶƟŶƵĂůĞīŽƌƚƐƚŽŵĂŶĂŐĞŽƉĞƌĂƟŶŐĞdžƉĞŶƐĞƐ͘
KǀĞƌĂůů͕ŽƵƌĮŶĂŶĐŝĂůƉŽƐŝƟŽŶƌĞŵĂŝŶƐƐƚƌŽŶŐ͕ǁŚŝĐŚƉƌŽǀŝĚĞƐƵƐǁŝƚŚƚŚĞŇĞdžŝďŝůŝƚLJƚŽŵĂŬĞƐƚƌĂƚĞŐŝĐŝŶǀĞƐƚŵĞŶƚƐ
ŝŶŽƵƌŽƉĞƌĂƟŽŶƐ͕ŝŵƉƌŽǀĞĞĸĐŝĞŶĐŝĞƐ͕ĂŶĚĂĐĐĞůĞƌĂƚĞƐĂůĞƐŐƌŽǁƚŚĂĐƌŽƐƐŽƵƌŐůŽďĂůĨŽŽƚƉƌŝŶƚ͘tĞĞŶĚĞĚĮƐĐĂů
ϮϬϮϰǁŝƚŚΨϮϯ͘ϳŵŝůůŝŽŶŝŶǁŽƌŬŝŶŐĐĂƉŝƚĂů͕ŝŶĐůƵĚŝŶŐΨϱ͘ϬŵŝůůŝŽŶŝŶĐĂƐŚĂŶĚĐĂƐŚĞƋƵŝǀĂůĞŶƚƐ͘KŶƵŐƵƐƚϯϭ͕
ϮϬϮϰ͕ǁĞĂůƐŽŚĂĚΨϮϱ͘ϰŵŝůůŝŽŶŽĨŝŶǀĞƐƚŵĞŶƚƐŝŶũŽŝŶƚǀĞŶƚƵƌĞƐ͕ŽĨǁŚŝĐŚŶĞĂƌůLJΨϭϰ͘ϭŵŝůůŝŽŶǁĂƐĐĂƐŚ͕ǁŝƚŚ
the remaining balance mostly being working capital.
KƵƌƐƚƌŽŶŐĮŶĂŶĐŝĂůƉŽƐŝƟŽŶƉƌŽǀŝĚĞƐƵƐǁŝƚŚƚŚĞŇĞdžŝďŝůŝƚLJƚŽĂůůŽĐĂƚĞĐĂƉŝƚĂůƚŽƐƵƉƉŽƌƚŽƵƌŐƌŽǁƚŚŝŶŝƟĂƟǀĞƐ͕
ǁŚŝůĞŵĂŝŶƚĂŝŶŝŶŐŽƵƌƋƵĂƌƚĞƌůLJĚŝǀŝĚĞŶĚƉƌŽŐƌĂŵ͘ƵƌŝŶŐĮƐĐĂůϮϬϮϰ͕Ed/ĚĞĐůĂƌĞĚĐĂƐŚĚŝǀŝĚĞŶĚƐŽĨΨϬ͘ϮϴƉĞƌ
ƐŚĂƌĞ͕ƚŚĞƐĂŵĞĂŵŽƵŶƚŽĨĐĂƐŚĚŝǀŝĚĞŶĚƐǁĞĚĞĐůĂƌĞĚĨŽƌƚŚĞƉƌŝŽƌĮƐĐĂůLJĞĂƌ͘KǀĞƌƚŚĞĐŽƵƌƐĞŽĨĮƐĐĂůϮϬϮϱ͕
ǁĞƉůĂŶƚŽĂůůŽĐĂƚĞĨƌĞĞĐĂƐŚŇŽǁƚŽƐƵƉƉŽƌƚŽƵƌĐƵƌƌĞŶƚĚŝǀŝĚĞŶĚƉĂLJŵĞŶƚĂŶĚƉĂLJĚŽǁŶƚŚĞďĂůĂŶĐĞŽĨŽƵƌ
revolving line of credit.
Zh^dΠ/ŶĚƵƐƚƌŝĂůŽƌƌŽƐŝŽŶWƌĞǀĞŶƟŽŶ
Zh^dΠŝŶĚƵƐƚƌŝĂůƐĂůĞƐǁĞƌĞΨϱϯ͘ϵŵŝůůŝŽŶĨŽƌĮƐĐĂůϮϬϮϰĂŶĚŝŶůŝŶĞǁŝƚŚƐĂůĞƐůĂƐƚĮƐĐĂůLJĞĂƌ͘Ed/ŚŝŶĂ
ĂŶĚEd//ŶĚŝĂĞdžƉĞƌŝĞŶĐĞĚƉŽƐŝƟǀĞ Zh^dΠŝŶĚƵƐƚƌŝĂůƐĂůĞƐŐƌŽǁƚŚŝŶĮƐĐĂůϮϬϮϰ͕ŽīƐĞƫŶŐǁĞĂŬĞƌƚƌĞŶĚƐ
ŝŶŽƵƌEŽƌƚŚŵĞƌŝĐĂŶŵĂƌŬĞƚƐ͘ƐǁĞůŽŽŬƚŽĮƐĐĂůϮϬϮϱ͕ǁĞƌĞŵĂŝŶĐŽŵŵŝƩĞĚƚŽƉƌŽǀŝĚŝŶŐŽƵƌĐƵƐƚŽŵĞƌƐ
ǁŝƚŚůĞĂĚŝŶŐĐŽƌƌŽƐŝŽŶƉƌĞǀĞŶƟŽŶƐŽůƵƟŽŶƐĂŶĚƚĞĐŚŶŝĐĂůĂĚǀŝĐĞ͘tĞǁŝůůĐŽŶƟŶƵĞƐƵƉƉŽƌƟŶŐŽƵƌĐƵƐƚŽŵĞƌƐ͛
ŐůŽďĂůƐƵƉƉůLJĐŚĂŝŶƐĂƐǁĞĚĞǀĞůŽƉĂĚĚŝƟŽŶĂůŽƉƉŽƌƚƵŶŝƟĞƐƚŽĞŶŚĂŶĐĞŽƵƌĐĂƉĂďŝůŝƟĞƐĂŶĚƚĞĐŚŶŽůŽŐŝĞƐ͘tĞ
ĂŶƟĐŝƉĂƚĞƚŚĂƚĮƐĐĂůϮϬϮϱƐĂůĞƐǁŝůůďĞŶĞĮƚĨƌŽŵĐŽŶƟŶƵĞĚŐƌŽǁƚŚĂƚEd/ŚŝŶĂĂŶĚEd//ŶĚŝĂĂŶĚƐƚĂďůĞ
North American demand.
Zh^dΠŝŶƚŚĞKŝůΘ'ĂƐ/ŶĚƵƐƚƌLJ
ƐĞdžƉĞĐƚĞĚ͕ĮƐĐĂůϮϬϮϰǁĂƐĂƌĞĐŽƌĚLJĞĂƌĨŽƌ Zh^dΠKŝůΘ'ĂƐ͕ǁŝƚŚƐĂůĞƐŝŶĐƌĞĂƐŝŶŐϭϴ͘ϯйƚŽΨϵ͘ϮŵŝůůŝŽŶ͕ĂƐ
ĂƌĞƐƵůƚŽĨĞdžƉĂŶĚŝŶŐƌĞůĂƟŽŶƐŚŝƉƐǁŝƚŚĞdžŝƐƟŶŐĐƵƐƚŽŵĞƌƐĂŶĚŐƌĞĂƚĞƌĂĚŽƉƟŽŶǁŝƚŚŝŶƚŚĞŝŶĚƵƐƚƌLJ͘/ŶĂĚĚŝƟŽŶ͕
ǁĞĐŽŶƟŶƵĞƚŽŵĂŬĞƐƚƌĂƚĞŐŝĐŝŶǀĞƐƚŵĞŶƚƐƚŽĞŶŚĂŶĐĞŽƵƌƐĂůĞƐĂŶĚŵĂƌŬĞƟŶŐŽƌŐĂŶŝnjĂƟŽŶĂŶĚƚŽƐƵƉƉŽƌƚŽƵƌ
ƉƌŽĚƵĐƚĚĞǀĞůŽƉŵĞŶƚĞīŽƌƚƐ͘ƵƐƚŽŵĞƌƐĂůůĂƌŽƵŶĚƚŚĞǁŽƌůĚŚĂǀĞƐƵĐĐĞƐƐĨƵůůLJĚĞƉůŽLJĞĚŽƵƌs/ƚĞĐŚŶŽůŽŐŝĞƐ
ƚŽƉƌŽǀŝĚĞĐŽƐƚͲĞīĞĐƟǀĞƐŽůƵƟŽŶƐƚŽƉƌŽƚĞĐƚǀĂƌŝŽƵƐĂƐƐĞƚƐ͕ŝŶĐůƵĚŝŶŐĂďŽǀĞŐƌŽƵŶĚƐƚŽƌĂŐĞƚĂŶŬƐ͕ƉŝƉĞůŝŶĞƐ͕
ŽīƐŚŽƌĞƉůĂƞŽƌŵƐ͕ĂŶĚŽƚŚĞƌƚLJƉĞƐŽĨŽŝůĂŶĚŐĂƐĞƋƵŝƉŵĞŶƚĂŶĚƐƉĂƌĞƉĂƌƚƐ͘tŚŝůĞǁĞĞdžƉĞĐƚƐĞĂƐŽŶĂůŽƌĚĞƌŝŶŐ
ƉĂƩĞƌŶƐƚŽĚƌŝǀĞƋƵĂƌƚĞƌůLJŇƵĐƚƵĂƟŽŶƐ͕ǁĞďĞůŝĞǀĞǁĞĂƌĞǁĞůůƉŽƐŝƟŽŶĞĚĨŽƌĐŽŵƉĞůůŝŶŐŐƌŽǁƚŚŝŶƚŚŝƐƐĞĐƚŽƌ
ŝŶĮƐĐĂůϮϬϮϱĂŶĚďĞLJŽŶĚ͘
EĂƚƵƌͲdĞĐΠŝŽƉůĂƐƟĐƐ
'ƌŽǁƚŚĨŽƌŽƵƌEĂƚƵƌͲdĞĐΠďƵƐŝŶĞƐƐĂĐĐĞůĞƌĂƚĞĚŝŶĮƐĐĂůϮϬϮϰ͕ƐƵƉƉŽƌƚĞĚďLJƚŚĞŐƌŽǁŝŶŐĂĚŽƉƟŽŶŽĨĐŽŵƉŽƐƚĂďůĞ
ƉůĂƐƟĐƐŐůŽďĂůůLJ͘/ŶĮƐĐĂůϮϬϮϰ͕EĂƚƵƌͲdĞĐΠƐĂůĞƐŝŶĐƌĞĂƐĞĚϮϬ͘ϵйLJĞĂƌͲŽǀĞƌͲLJĞĂƌƚŽĂƌĞĐŽƌĚΨϮϮ͘ϬŵŝůůŝŽŶĂŶĚŚĂǀĞ
ŝŶĐƌĞĂƐĞĚϭϬϬйŽǀĞƌƚŚĞƉĂƐƚƚŚƌĞĞĮƐĐĂůLJĞĂƌƐ͕ƌĞŇĞĐƟŶŐĂƐŝŐŶŝĮĐĂŶƚƌĞďŽƵŶĚƐŝŶĐĞƚŚĞKs/ͲϭϵƉĂŶĚĞŵŝĐ͘
tĞĐŽŶƟŶƵĞƚŽƐĞĞŐƌŽǁŝŶŐŵĂƌŬĞƚĚĞŵĂŶĚĨŽƌŶĞǁĂƉƉůŝĐĂƟŽŶƐŽĨĐĞƌƟĮĞĚĐŽŵƉŽƐƚĂďůĞƉůĂƐƟĐƉƌŽĚƵĐƚƐ
ĂŶĚƌĞƐŝŶĐŽŵƉŽƵŶĚƐ͕ĂƐǁĞůůĂƐŝŶĐƌĞĂƐŝŶŐŝŶƚĞƌĞƐƚŝŶĐŽŵŵĞƌĐŝĂůĂŶĚŵƵŶŝĐŝƉĂůƉƌŽŐƌĂŵƐƚŚĂƚƵƐĞĐĞƌƟĮĞĚ
ĐŽŵƉŽƐƚĂďůĞƉůĂƐƟĐƐĂƐĂůƚĞƌŶĂƟǀĞƐƚŽĐŽŶǀĞŶƟŽŶĂůƉůĂƐƟĐƐ͘ƐĂƌĞƐƵůƚ͕ǁĞďĞůŝĞǀĞǁĞĂƌĞǁĞůůƉŽƐŝƟŽŶĞĚĨŽƌ
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Sincerely,
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WƌĞƐŝĚĞŶƚΘ K͕Ed/
'͘WĂƚƌŝĐŬ>LJŶĐŚ
NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
January 17, 2025
The Annual Meeting of Stockholders of Northern Technologies International Corporation, a Delaware
corporation, will be held at our corporate executive offices located at 4201 Woodland Road, Circle Pines,
Minnesota 55014, beginning at 8:00 a.m., Central Standard Time, on Friday, January 17, 2025, for the
following purposes:
1.
To elect eight persons to serve as directors until our next annual meeting of stockholders or until
their respective successors are elected and qualified.
2.
To approve, on an advisory basis, the compensation of our named executive officers, as disclosed in
the accompanying proxy statement.
3.
To ratify the appointment of Baker Tilly US, LLP as our independent registered public accounting
firm for the fiscal year ending August 31, 2025.
4.
To transact such other business as may properly come before the meeting or any adjournment of the
meeting.
Only those stockholders of record at the close of business on November 19, 2024 will be entitled to notice of,
and to vote at, the meeting and any adjournments thereof. A stockholder list will be available at our
corporate offices beginning January 7, 2025 during normal business hours for examination by any
stockholder registered on NTIC’s stock ledger as of the record date, November 19, 2024, for any purpose
germane to the Annual Meeting.
By Order of the Board of Directors,
Matthew C. Wolsfeld
Corporate Secretary
December 2, 2024
Circle Pines, Minnesota
Important: Whether or not you expect to attend the meeting in person, please vote by the Internet or
telephone, or request a paper proxy card to sign, date and return by mail so that your shares may be
voted. A prompt response is helpful and your cooperation is appreciated.
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1
TABLE OF CONTENTS
Page
PROXY STATEMENT SUMMARY ........................................................................................................... 3
GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING ............................... 14
Date, Time, Place and Purposes of Meeting ........................................................................................... 14
Who Can Vote ........................................................................................................................................ 14
How You Can Vote ................................................................................................................................ 14
How Does the Board Recommend that You Vote .................................................................................. 16
How You May Change Your Vote or Revoke Your Proxy .................................................................... 16
Quorum Requirement ............................................................................................................................. 16
Vote Required ......................................................................................................................................... 16
Other Business ........................................................................................................................................ 18
Procedures at the Annual Meeting .......................................................................................................... 18
Householding of Annual Meeting Materials .......................................................................................... 18
Proxy Solicitation Costs ......................................................................................................................... 18
PROPOSAL ONE—ELECTION OF DIRECTORS .................................................................................. 19
Number of Directors ............................................................................................................................... 19
Nominees for Director ............................................................................................................................ 19
Information about Current Directors and Board Nominees .................................................................... 19
Additional Information about Current Directors and Board Nominees.................................................. 20
Board Recommendation ......................................................................................................................... 23
PROPOSAL TWO—ADVISORY VOTE ON EXECUTIVE COMPENSATION ................................... 24
Introduction ............................................................................................................................................ 24
Board Recommendation ......................................................................................................................... 25
PROPOSAL THREE—RATIFICATION OF APPOINTMENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM .................................................................................. 26
Appointment of Independent Registered Public Accounting Firm ........................................................ 26
Audit, Audit-Related, Tax and Other Fees ............................................................................................. 26
Audit Committee Pre-Approval Policies and Procedures....................................................................... 27
Board Recommendation ......................................................................................................................... 27
STOCK OWNERSHIP ............................................................................................................................... 28
Beneficial Ownership of Significant Stockholders and Management .................................................... 28
Stock Ownership Guidelines .................................................................................................................. 30
Securities Authorized for Issuance Under Equity Compensation Plans ................................................. 30
Delinquent Section 16(a) Reports ........................................................................................................... 31
CORPORATE GOVERNANCE ................................................................................................................ 32
Governance Best Practices ..................................................................................................................... 32
Corporate Governance Guidelines .......................................................................................................... 33
Board Leadership Structure .................................................................................................................... 33
Director Independence ............................................................................................................................ 34
Board Meetings and Attendance ............................................................................................................. 34
Board Committees .................................................................................................................................. 34
Audit Committee .................................................................................................................................... 34
Compensation Committee ...................................................................................................................... 36
Nominating and Corporate Governance Committee .............................................................................. 38
Director Nominations Process ................................................................................................................ 39
Board Diversity Matrix ........................................................................................................................... 41
Board Oversight of Risk ......................................................................................................................... 41
Board Oversight of Strategy ................................................................................................................... 42
2
Board and Board Committee Evaluations .............................................................................................. 42
Code of Ethics ........................................................................................................................................ 42
No Political Contributions ...................................................................................................................... 42
Policy Regarding Director Attendance at Annual Meetings of Stockholders ........................................ 43
Complaint Procedures ............................................................................................................................. 43
Stockholder Engagement ........................................................................................................................ 43
Process Regarding Stockholder Communications with Board of Directors ........................................... 44
DIRECTOR COMPENSATION ................................................................................................................ 45
Summary of Cash and Other Compensation .......................................................................................... 45
Non-Employee Director Compensation Program ................................................................................... 46
Consulting Agreement ............................................................................................................................ 47
EXECUTIVE COMPENSATION .............................................................................................................. 48
Compensation Review ............................................................................................................................ 48
Summary of Cash and Other Compensation .......................................................................................... 58
Outstanding Equity Awards at Fiscal Year End ..................................................................................... 59
Option Exercises for Fiscal 2024 ............................................................................................................ 60
Stock Incentive Plans .............................................................................................................................. 60
Post-Termination Severance and Change in Control Arrangements ...................................................... 62
Pay Versus Performance Disclosure ....................................................................................................... 65
Compensation Committee Interlocks and Insider Participation ............................................................. 70
RELATED PERSON RELATIONSHIPS AND TRANSACTIONS ......................................................... 71
Introduction ............................................................................................................................................ 71
Procedures Regarding Approval of Related Party Transactions ............................................................ 71
Description of Related Party Transactions ............................................................................................. 72
STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR 2026 ANNUAL
MEETING OF STOCKHOLDERS ........................................................................................................ 73
FISCAL 2024 ANNUAL REPORT ............................................................................................................ 73
________________
References in this proxy statement to:
x
“NTIC,” “we,” “us,” “our,” or the “Company” refer to Northern Technologies International
Corporation;
x
“Board” refer to the Board of Directors of NTIC;
x
“Annual Meeting” refer to our 2025 Annual Meeting of Stockholders; and
x
“Fiscal 2024 Annual Report” or “Fiscal 2024 Annual Report to Stockholders” refer to our Annual
Report to Stockholders for fiscal 2024, including our Annual Report on Form 10-K for the year
ended August 31, 2024, being made available together with this proxy statement.
Information on our website and any other website referenced herein is not incorporated by reference into,
and does not constitute a part of, this proxy statement.
™ and ® denote trademarks and registered trademarks of Northern Technologies International
Corporation or our affiliates, registered as indicated in the United States. All other trademarks and trade
names referred to in this proxy statement are the property of their respective owners.
We intend to make this proxy statement and our Fiscal 2024 Annual Report available on the Internet and
to commence mailing of the notice to all stockholders entitled to vote at the Annual Meeting beginning on
or about December 2, 2024. We will mail paper copies of these materials, together with a proxy card,
within three business days of a request properly made by a stockholder entitled to vote at the 2025 Annual
Meeting of Stockholders.
3
PROXY STATEMENT SUMMARY
________________
This executive summary provides an overview of the information included in this proxy statement. We
recommend that you review the entire proxy statement and our Fiscal 2024 Annual Report to
Stockholders before voting.
2025 ANNUAL MEETING OF STOCKHOLDERS
DATE AND TIME
Friday, January 17, 2025
8:00 a.m. (Central Time)
LOCATION
4201 Woodland Road
Circle Pines, MN 55014
RECORD DATE
November 19, 2024
Holders of record of our common stock at the close of business on
November 19, 2024 are entitled to notice of, to attend, and to vote at
the 2025 Annual Meeting of Stockholders or any continuation,
postponement, or adjournment thereof.
On or about December 2, 2024, we expect to begin mailing a Notice of Internet Availability of Proxy
Materials to stockholders of record as of November 19, 2024 and post our proxy materials on the website
referenced in the Notice of Internet Availability of Proxy Materials (www.proxyvote.com).
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR
THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JANUARY 17, 2025
This proxy statement and our Fiscal 2024 Annual Report to Stockholders are available on the Internet,
free of charge, at www.proxyvote.com. On this website, you will be able to access this proxy statement,
our Fiscal 2024 Annual Report to Stockholders, and any amendments or supplements to these materials
that are required to be furnished to stockholders. We encourage you to access and review all of the
important information contained in the proxy materials before voting.
Proposal
Board’s Vote
Recommendation
Page
Proposal No. 1: Election of
directors
FOR
19
Proposal No. 2: Advisory vote on
executive compensation
FOR
24
Proposal No. 3: Ratification of
appointment of independent
registered public accounting firm
FOR
26
4
FISCAL 2024 BUSINESS HIGHLIGHTS
Below are highlights of our financial, operational and strategic achievements during fiscal 2024.
FINANCIAL
Net Sales
Our net sales increased 6.5% to a record $85.1 million during fiscal 2024
compared to fiscal 2023 primarily due to increased sales and demand for
Natur-Tec® and ZERUST® Oil & Gas products and showing the efficacy
of our multi-year growth strategies, as well as our leadership position in
both our traditional and emerging markets. Over the past 10 years, Natur-
Tec® and ZERUST® Oil & Gas net sales have achieved compound annual
growth rates (CAGR) of 22.1% and 18.4%, respectively, compared to the
9.3% CAGR of our established ZERUST® industrial business.
Gross Profit as a
Percentage of Net Sales
Our gross profit as a percentage of net sales increased 490 basis points to
39.7% over fiscal 2023.
Quarterly Cash Dividends
We paid a quarterly cash dividend of $0.07 per share during each quarter
of fiscal 2024.
OPERATIONAL
15 Joint Ventures
Our 15 active joint ventures provide us with access to global markets
with an annual global market potential estimated at $500 million.
11 Operating Subsidiaries
We maintain 11 wholly or majority-owned operating subsidiaries in
North America, South America, Europe and Asia.
Over 65 Countries
Our network of joint ventures and subsidiaries allows us to operate in
over 65 countries worldwide, allowing us reach customers globally.
STRATEGIC
Industrial Manufacturing
Industry
ZERUST® rust and corrosion inhibiting packaging solutions resolve
corrosion problems while reducing operating costs, increasing
productivity and enhancing customer satisfaction. During fiscal 2024,
ZERUST® industrial sales decreased by 0.1% compared to fiscal 2023 as
a result of a slightly decreased demand for North American products.
Oil and Gas Industry
Our global network of trained corrosion management professionals and
channel partners help us develop specialized corrosion mitigation
solutions for the oil and gas industry, provide local support, and conduct
client training. ZERUST® Oil & Gas net sales increased 18.3% during
fiscal 2024 compared to fiscal 2023 to a record $9.2 million primarily
due to increased demand.
Bioplastics Industry
Our Natur-Tec® biobased and compostable plastics are manufactured
using NTIC’s patented and/or proprietary technologies and are intended
to replace conventional plastics and thereby reduce our customers’
carbon footprint and provide environmentally sound waste disposal
options. Sales of our Natur-Tec® products increased by 20.9% during
fiscal 2024 compared to fiscal 2023 to a record $22.0 million due to
increased global demand.
5
CORPORATE GOVERNANCE HIGHLIGHTS
9 Annual election of directors
9 Recent Board refreshment efforts
9 Majority of independent directors
9 100% Board meeting attendance by directors
9 Independent Board Chairman
9 No poison pill
9 Three fully independent Board committees
9 Annual say-on-pay vote
9 Corporate governance guidelines
9 Robust clawback policy
9 Annual review of governance documents
9 No guaranteed bonuses or significant perks
9 Stock ownership guidelines for executive
officers and directors
9 Limits on board memberships held
STOCKHOLDER ENGAGEMENT
We are committed to a robust and proactive stockholder engagement program. The Board of Directors
values the perspectives of our stockholders, and feedback from stockholders on our business, corporate
governance, executive compensation, and sustainability practices are important considerations for Board
discussions throughout the year. Some of the actions we have taken in response to feedback from proxy
advisory firms and stockholders over the last several years are described below.
What We Heard
What We Did
Encourage Board refreshment
We added Cristina Pinho to our Board in January 2023
and rotated our Compensation Committee and
Nominating and Corporate Governance Committee
Chairs in November 2024.
Increase Board gender diversity
With the addition of Ms. Pinho to our Board, three of our
eight directors are female.
Increase stockholder influence over
director elections
We adopted a “plurality plus” vote standard for
uncontested director elections, with a director resignation
policy, instead of a simple plurality vote standard.
Align long-term incentives
We extended the vesting of our annual stock option
grants to three-year vesting in response to a concern
raised by one of our institutional stockholders.
Increase visibility of Environmental, Social
and Governance (“ESG”) principles
We adopted a Health, Safety and Environment Policy and
Human Rights Policy to formalize our approach and
further our goals with respect to these matters, as
described below. We also added an ESG section to our
investor relations website to increase visibility of our
ESG efforts.
Ensure the recovery of incentive
compensation based on incorrect
calculations or egregious behavior
We adopted a robust, Nasdaq-compliant clawback policy
which applies not only to financial restatements, but also
if a financial metric used to determine the vesting or
payment of compensation was calculated incorrectly or if
an executive engages in egregious conduct that is
substantially detrimental to NTIC.
Align the interests of executive officers and
directors with those of stockholders
We adopted stock ownership guidelines applicable to our
executive officers and directors to ensure that their
interests would be closely aligned with those of our
stockholders.
6
BOARD OF DIRECTORS COMPOSITION AND DIVERSITY
The Board of Directors understands the importance of adding diverse, experienced talent to the Board of
Directors in order to establish an array of experience and strategic views. The Nominating and Corporate
Governance Committee is committed to refreshment efforts to ensure that the composition of the Board of
Directors and each of its committees encompasses a wide range of perspectives and knowledge.
All of our Board nominees collectively bring tremendous diversity to the Board. Each nominee is a
strategic thinker and has varying, specialized experience in the areas relevant to NTIC and its businesses.
Moreover, their collective experience covers a wide range of geographies and industries, and roles in
academia, corporate governance and government. Our eight current directors range in age from 57 to 76;
three of the eight directors are women; two are of Asian descent; one is of African descent; one is a
citizen of Brazil, one is a citizen of the Republic of Korea and one is a citizen of Germany.
7
BOARD OF DIRECTORS NOMINEES
Below are the director nominees for election by stockholders at the 2025 Annual Meeting of Stockholders
for a one-year term.
Director
Age
Serving Since
Independent
Nancy E. Calderon
65
2019
Yes
Sarah E. Kemp
58
2019
Yes
Sunggyu Lee, Ph.D.
72
2004
Yes
G. Patrick Lynch
57
2004
No
Ramani Narayan, Ph.D.
75
2004
No
Richard J. Nigon
76
2010
Yes
Cristina Pinho
66
2023
Yes
Konstantin von Falkenhausen
57
2012
Yes
The Board of Directors recommends a vote “FOR” each of these nominees.
COMMITTEE COMPOSITION
The Board of Directors maintains a standing Audit Committee, Compensation Committee, and
Nominating and Corporate Governance Committee, each comprised of the following directors:
Director
Audit
Committee
Compensation
Committee
Nominating and Corporate
Governance Committee
Nancy E. Calderon
Chair
Ɣ
Sarah E. Kemp
Chair
Sunggyu Lee, Ph.D.
Ɣ
G. Patrick Lynch
Ramani Narayan, Ph.D.
Richard J. Nigon
Ɣ
Ɣ
Ɣ
Cristina Pinho
Ɣ
Konstantin von Falkenhausen
Ɣ
Chair
KEY QUALIFICATIONS
The following are some key qualifications, skills and experiences of our directors.
Director
Leadership/
Management
Financial
Expertise
International
Experience
Prior Board
Experience
Government
Experience
Bioplastics
Industry
Experience
Nancy E. Calderon
Ɣ
Ɣ
Ɣ
Ɣ
Sarah E. Kemp
Ɣ
Ɣ
Ɣ
Ɣ
Sunggyu Lee, Ph.D.
Ɣ
Ɣ
G. Patrick Lynch
Ɣ
Ɣ
Ramani Narayan, Ph.D.
Ɣ
Ɣ
Ɣ
Ɣ
Richard J. Nigon
Ɣ
Ɣ
Ɣ
Cristina Pinho
Ɣ
Ɣ
Ɣ
Ɣ
Konstantin von
Falkenhausen
Ɣ
Ɣ
Ɣ
8
EXECUTIVE COMPENSATION PHILOSOPHY
Our guiding compensation philosophy is to maintain an executive compensation program that allows us
to attract, retain, motivate and reward qualified and talented executives who will enable us to grow our
business, achieve our annual, long-term and strategic goals and drive long-term stockholder value.
The following core principles provide a framework for our executive compensation program:
x
Align interests of our executives with stockholder interests;
x
Integrate compensation with our business plans and strategic goals;
x
Link amount of compensation to both company and individual performance; and
x
Provide fair and competitive compensation opportunities that attract and retain executives.
EXECUTIVE COMPENSATION BEST PRACTICES
Our compensation practices include many best practices that support our executive compensation
objectives and principles and benefit our stockholders.
What We Do
What We Don’t Do
x
Emphasize pay for performance
x
No guaranteed salary increases or bonuses
x
Structure our executive compensation so a
significant portion of pay is at risk
x
No repricing of stock options unless approved
by stockholders
x
Structure our executive compensation so a
significant portion is paid in equity
x
No pledging of NTIC securities, unless certain
criteria are met
x
Maintain competitive pay packages
x
No hedging of NTIC securities
x
Maintain robust clawback policy
x
No excessive perquisites
x
Hold an annual say-on-pay vote
x
No tax gross-ups
x
Maintain stock ownership guidelines
HOW WE PAY
Our executive compensation program consists of the following principal elements:
x
Base salary – a fixed amount, paid in cash and reviewed annually and, if appropriate, adjusted.
x
Annual incentive – a variable, short-term element that is typically payable in cash and is based on a
corporate profitability goal and individual performance goals.
x
Long-term incentive – a variable, long-term element that is provided in stock options.
9
FISCAL 2024 EXECUTIVE COMPENSATION ACTIONS
Fiscal 2024 compensation actions and incentive plan outcomes based on performance are summarized
below:
Element
Key Fiscal 2024 Actions
Base Salary
Our executives received base salary increases at the start of fiscal 2024 of
2.0%.
Annual Incentive
Our executives received annual bonuses based primarily on Adjusted
EBITOI (earnings before interest, taxes, and other income, as adjusted to
take into account amounts paid under bonus plan and other adjustments), in
amounts representing 85.4% of their base salaries. A portion of the annual
incentive earned for fiscal 2024 was paid in the form of stock option grants
made at the beginning of fiscal 2024.
Long-Term Incentive
Our executives received stock option grants on September 1, 2023, which
vest annually over a three-year period. The fiscal 2024 stock option grants
were intended as partial payout of the fiscal 2024 annual bonus program.
Health and Welfare Benefits No significant changes were made.
Retirement Plans
No significant changes were made.
Perquisites
No significant changes were made.
ADVISORY VOTE ON EXECUTIVE COMPENSATION
The Board of Directors is providing our stockholders with an advisory vote on our executive
compensation, commonly known as a “say-on-pay” vote. We last submitted a say-on-pay proposal to our
stockholders at our 2024 Annual Meeting of Stockholders held on January 19, 2024. At that meeting,
approximately 86% of the votes cast by our stockholders were in favor of our say-on-pay vote.
The Board of Directors recommends a vote “FOR” the approval of our say-on-pay proposal.
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
Although stockholder ratification is not required, the appointment of Baker Tilly US, LLP as NTIC’s
independent registered public accounting firm for fiscal 2025 is being submitted for ratification at the
2025 Annual Meeting of Stockholders as a matter of good corporate governance.
The Board of Directors recommends a vote “FOR” the ratification of Baker Tilly US, LLP as NTIC’s
independent registered public accounting firm for fiscal 2025.
10
2026 ANNUAL MEETING OF STOCKHOLDERS
We anticipate that our 2026 Annual Meeting of Stockholders will be held on or about Friday, January 16,
2026.
The following are important dates in connection with our 2026 Annual Meeting of Stockholders.
Stockholder Action
Submission Deadline
Proposal Pursuant to Rule 14a-8 of the Securities
Exchange Act of 1934, as amended
No later than August 4, 2025
Nomination of a Candidate Pursuant to our Bylaws
Between September 19, 2025 and
October 19, 2025
Proposal of Other Business for Consideration
Pursuant to our Bylaws
Between September 19, 2025 and
October 19, 2025
11
OUR COMMITMENT TO ENVIRONMENTAL, SOCIAL AND
GOVERNANCE PRINCIPLES
ESG APPROACH AND MISSION
At NTIC, we are committed to creating a more sustainable future. We convert unique, environmentally
beneficial materials science into value-added products and services for industrial and consumer
applications. Our research and development teams deliver innovative technologies and products that
address climate change, use renewable materials, and enable sustainable waste management. We do this
while maintaining the highest performance and processability.
ESG COMMITMENTS
Environmental: We are committed to operating in an environmentally responsible manner, as set forth
in our Policy Statement on Health, Safety and Environment, in order to reduce our impact on climate
change, conserve natural resources and operate in compliance with environmental regulations.
Social: We are committed to being a socially responsible employer by prioritizing health and safety, as
set forth in our Policy Statement on Health, Safety and Environment, and fostering an environment of
diversity and inclusion across our business, as set forth in our Human Rights Policy.
Governance: We are committed to building a culture dedicated to ethical business behavior and
responsible corporate activity, as set forth in our Code of Ethics. We believe strong corporate governance
is the foundation to delivering on our commitments.
ESG INITIATIVES
9 We utilize electricity generated by 100% renewable sources, through the purchase of energy off-
set credits, for all NTIC facilities in the United States. This annually offsets greenhouse gas
emissions equivalent to 380 metric tons of carbon dioxide, which is the equivalent energy used by
47.8 average households in one year.
9 We develop technologies that support green manufacturing processes and energy production.
9 Our corrosion management solutions are used for product packaging, rust prevention, and rust
removers to reduce the impact manufacturing has on the environment by preserving metal assets,
reducing waste and energy required to make new items, aiding in the refurbishing and
remanufacturing of used metal items, preventing waste by enabling the recycling of rusted metal
items, providing alternative solutions from the use of oil and solvents to protect metal assets, and
offering recyclable and compostable products.
9 Our oil and gas products reduce the environmental impact of the oil and gas industry by reducing
the waste of metal assets and fossil fuels, preventing spillage and leaks, and extending the service
life of metal assets.
9 Our oil and gas solutions are designed to meet stringent Environmental Protection Agency
regulations.
9 Our Natur-Tec® bioplastics business supports the sustainability goals of people and companies by
enabling users to reduce their carbon footprint, offering high-quality certified bio-based and
100% compostable resins and products, and researching new technologies to improve sustainable
product choices.
9 Our Board of directors and executive leadership team is committed to building a diverse and
inclusive workforce and is committed to equal opportunity in regard to all hiring decisions,
including the hiring/promoting of management positions and Board of Director appointments.
12
9 Our efforts to diversify its workforce have resulted in a workforce that is comprised of 42%
female employees and 29% racially or ethnically diverse employees and a management team that
is comprised of 40% female leaders and 23% racially or ethnically diverse leaders.
9 We believe that sustainability means being a responsible and ethical corporate citizen, and we
support employees as they give back to the communities in which they live and work by engaging
in efforts to strengthen community relationships and foster employee engagement.
HEALTH, SAFETY AND ENVIRONMENT
Health, safety and environment are the cornerstone of NTIC. We are in the business of converting
unique, environmentally beneficial materials science into value added products and services for industrial
and consumer applications. We believe that we are responsible to our worldwide customers, our people,
our communities and our stockholders, and we take these responsibilities seriously. We are dedicated to
investing in the future of the planet and our people and we intend to continue to invest in health, safety
and environmental protection and improvements in a timely manner consistent with available technology.
We are guided by our Policy Statement on Health, Safety and Environment, which describes our health,
safety and environmental objectives, including ensuring that all activities across the value chain are
conducted in a manner consistent with our quality management standard and health, safety and
environmental programs, ensuring that business activities are conducted to prevent harm and protect
health and safety, and developing, manufacturing, distributing and marketing products and services with
full regard for health, safety and environmental aspects. To accomplish these objectives, we intend to
establish targets within our quality management standard and health, safety and environmental programs
to measure progress and ensure continuous improvement, provide safe and healthy workplaces for our
employees and contractors, and provide continued training to enable employees to meet their
responsibility to contribute to compliance with our health, safety and environmental objectives.
ENVIRONMENTAL MANAGEMENT SYSTEM POLICY
NTIC has an environmental management system to establish the operational controls related to the
identified significant environmental aspects of NTIC’s international operations and activities, the goods
and services used by NTIC and communicating relevant requirements to our suppliers and subcontractors.
Our Environmental Management System Policy is administered by our Chief Executive Officer and
relates to the development and implementation of plans and activities to minimize, avoid and manage
impacts on the environment. Significant aspects include disposal of scrap film generated by
subcontractors, recycling and composting internally generated waste, electricity, lighting, heating and
cooling of our buildings, handling, storage and disposal of hazardous material, and the disposal of NTIC
product after use. NTIC strives to abide by all applicable laws, regulations and internal standards.
DIVERSITY AND INCLUSION; CODE OF ETHICS
Diversity and inclusion are embedded in our values and integrated into our strategies. Our Human Rights
Policy was designed to align with the United Nations Global Compact and core elements of the United
Nations Universal Declaration of Human Rights. We are committed to providing an environment free of
discrimination and harassment, where all individuals are treated with respect and dignity, can contribute
fully, and have equal opportunities. We have worked to build a diverse and inclusive workforce and are
committed to equal opportunity. We invest in building diverse talent pools and provide training to
improve skills where appropriate. We uphold and support the right to equal treatment without
discrimination or harassment, as reflected in our Equal Opportunity, Non-Discrimination, and Anti-
Harassment Policy.
13
The Board of Directors has adopted a Code of Ethics, which applies to all of our directors, executive
officers, including our Chief Executive Officer and Chief Financial Officer, and employees.
SUPPLIER CONDUCT
At NTIC, our company values are respect, integrity, innovation, stewardship and excellence. Our Vendor
Code of Conduct sets forth the requirements that we expect our vendors to comply with in order to
operate lawfully, ethically and with integrity in every jurisdiction where they conduct business. This
policy sets forth our expectations for our vendors with respect to anti-bribery and anti-corruption,
international trade sanctions laws, antitrust laws, employee health and safety laws, environmental laws,
gifts, entertainment and hospitality, anti-human trafficking and anti-modern slavery and other conduct.
NTIC takes pride in setting an example by holding itself to high standards. This includes ensuring that
our supply partners and vendors who are essential for doing business embody these beliefs as well.
ESG OVERSIGHT
Our Nominating and Corporate Governance Committee is responsible for overseeing NTIC’s ESG
activities, including disclosures. In doing so, the Nominating and Corporate Governance Committee
periodically reviews and discusses with senior management the type and presentation of NTIC’s key ESG
disclosures and the adequacy and effectiveness of applicable internal controls related to such disclosures.
In carrying out its responsibilities for ESG oversight, the Nominating and Corporate Governance
Committee coordinates with and solicits input from the Compensation Committee and the Audit
Committee in formulating the approach to NTIC’s ESG activities. Our Compensation Committee is
responsible for overseeing and periodically reviewing NTIC’s culture and policies and strategies related
to human capital management, including with respect to diversity and inclusion initiatives, pay equity,
talent, recruitment and development, performance management and employee engagement. Our Audit
Committee has oversight over general compliance with applicable laws as well as risk management.
14
4201 Woodland Road, Circle Pines, Minnesota 55014
PROXY STATEMENT FOR
ANNUAL MEETING OF STOCKHOLDERS
January 17, 2025
The Board of Directors of Northern Technologies International Corporation is soliciting your proxy for
use at the 2025 Annual Meeting of Stockholders to be held on Friday, January 17, 2025. The Board of
Directors expects to make available to our stockholders beginning on or about December 2, 2024 the
Notice of Annual Meeting of Stockholders, this proxy statement and a form of proxy on the Internet or
will mail these materials to stockholders of NTIC upon their request.
GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING
________________
Date, Time, Place and Purposes of Meeting
The Annual Meeting of Stockholders of Northern Technologies International Corporation (sometimes
referred to as “NTIC,” “we,” “our” or “us” in this proxy statement) will be held on Friday, January 17,
2025, at 8:00 a.m., Central Time, at the principal executive offices of Northern Technologies International
Corporation located at 4201 Woodland Road, Circle Pines, Minnesota 55014, for the purposes set forth in
the Notice of Annual Meeting of Stockholders.
Who Can Vote
Stockholders of record at the close of business on November 19, 2024 will be entitled to notice of and to
vote at the meeting or any adjournment of the meeting. As of that date, there were 9,470,507 shares of
our common stock outstanding. Each share of our common stock is entitled to one vote on each matter to
be voted on at the Annual Meeting. Stockholders are not entitled to cumulate voting rights.
How You Can Vote
Your vote is important. Whether you hold shares directly as a stockholder of record or beneficially in
“street name” (through a broker, bank or other nominee), you may vote your shares without attending the
Annual Meeting. You may vote by granting a proxy or, for shares held in street name, by submitting
voting instructions to your broker, bank or other nominee.
15
If you are a registered stockholder whose shares are registered in your name, you may vote your shares in
person at the meeting or by one of the three following methods:
x
Vote by Internet, by going to the website address www.proxyvote.com and following the
instructions for Internet voting shown on the Notice of Internet Availability of Proxy
Materials or on your proxy card.
x
Vote by Telephone, by dialing 1-800-690-6903 and following the instructions for telephone
voting shown on the Notice of Internet Availability of Proxy Materials or on your proxy card.
x
Vote by Proxy Card, by completing, signing, dating and mailing the enclosed proxy card in
the envelope provided if you received a paper version of these proxy materials.
If you vote by Internet or telephone, please do not mail your proxy card.
If your shares are held in “street name” (through a broker, bank or other nominee), you may receive a
separate voting instruction form with this proxy statement or you may need to contact your broker, bank
or other nominee to determine whether you will be able to vote electronically using the Internet or
telephone.
The deadline for voting by telephone or by using the Internet is 11:59 p.m., Eastern Time (10:59 p.m.,
Central Time), on the day before the date of the Annual Meeting or any adjournments thereof. Please see
the Notice of Internet Availability of Proxy Materials, your proxy card or the information your bank,
broker, or other holder of record provided to you for more information on your options for voting.
If you return your signed proxy card or use Internet or telephone voting before the Annual Meeting, the
named proxies will vote your shares as you direct. You have three choices on each matter to be voted on.
For Proposal One—Election of Directors, you may:
x
Vote FOR all eight nominees for director,
x
WITHHOLD your vote from all eight nominees for director or
x
WITHHOLD your vote from one or more of the eight nominees for director.
For each of the other proposals, you may:
x
Vote FOR the proposal,
x
Vote AGAINST the proposal or
x
ABSTAIN from voting on the proposal.
If you send in your proxy card or use Internet or telephone voting, but do not specify how you want to
vote your shares, the proxies will vote your shares FOR all eight of the nominees for election to the
Board of Directors in Proposal One—Election of Directors and FOR each of the other proposals.
16
How Does the Board Recommend that You Vote
The Board of Directors unanimously recommends that you vote:
x
FOR all eight of the nominees for election to the Board of Directors in Proposal One—
Election of Directors;
x
FOR Proposal Two—Advisory Vote on Executive Compensation; and
x
FOR Proposal Three—Ratification of Appointment of Independent Registered Public
Accounting Firm.
How You May Change Your Vote or Revoke Your Proxy
If you are a stockholder whose shares are registered in your name, you may revoke your proxy at any time
before it is voted by one of the following methods:
x
Submitting another proper proxy with a more recent date than that of the proxy first given by
following the Internet or telephone voting instructions or completing, signing, dating and
returning a proxy card to us;
x
Sending written notice of your revocation to our Corporate Secretary; or
x
Attending the Annual Meeting and voting by ballot.
Quorum Requirement
The presence at the Annual Meeting, in person or by proxy, of the holders of a majority (4,735,254
shares) of the outstanding shares of our common stock as of the record date will constitute a quorum for
the transaction of business at the Annual Meeting. In general, shares of our common stock represented by
proxies marked “For,” “Against,” “Abstain” or “Withheld” are counted in determining whether a quorum
is present. In addition, a “broker non-vote” is counted in determining whether a quorum is present. A
“broker non-vote” is a proxy returned by a broker on behalf of its beneficial owner customer that is not
voted on a particular matter because voting instructions have not been received by the broker from the
customer, and the broker has no discretionary authority to vote on behalf of such customer on such
matter.
Vote Required
Proposal One—Election of Directors will be decided by the affirmative vote of a plurality of shares of our
common stock present in person or represented by proxy and entitled to vote at the Annual Meeting. A
“plurality” for Proposal One means the individuals who receive the greatest number of votes cast “For”
are elected as directors. However, under our Corporate Governance Guidelines, in an uncontested
election of directors, any nominee for director who receives a greater number of votes “withheld” from
his or her election than votes “for” his or her election by stockholders present in person or by proxy at the
Annual Meeting and entitled to vote in the election of directors is required to tender a written offer to
resign from the Board of Directors within five business days of the certification of the stockholder vote by
the Inspector of Elections.
Proposal Two—Advisory Vote on Executive Compensation will be decided by the affirmative vote of a
majority of shares of our common stock present in person or represented by proxy and entitled to vote at
the Annual Meeting. Although this is a non-binding, advisory vote, the Compensation Committee and
17
Board of Directors expect to take into account the outcome of the vote when considering future executive
compensation decisions.
Proposal Three—Ratification of Appointment of Independent Registered Public Accounting Firm will be
decided by the affirmative vote of a majority of shares of our common stock present in person or
represented by proxy and entitled to vote at the Annual Meeting.
If your shares are held in “street name” and you do not indicate how you wish to vote, your broker is
permitted to exercise its discretion to vote your shares only on certain “routine” matters. Proposal One—
Election of Directors and Proposal Two—Advisory Vote on Executive Compensation are not “routine”
matters. Accordingly, if you do not direct your broker how to vote, your broker may not exercise
discretion and may not vote your shares on either of these two proposals. This is called a “broker non-
vote,” and although your shares will be considered to be represented by proxy at the meeting, they will
not be considered to be shares “entitled to vote” at the meeting and will not be counted as having been
voted on the applicable proposal. Proposal Three—Ratification of Appointment of Independent
Registered Public Accounting Firm is a “routine” matter, and, as such, your broker is permitted to
exercise its discretion to vote your shares for or against the proposals in the absence of your instruction.
Proposal
Votes Required
Effect of Votes
Withheld /
Abstentions
Effect of
Broker
Non-Votes
Proposal One: Election of
Directors
Plurality of the voting power of the
shares present in person or
represented by proxy at the
meeting and entitled to vote on the
election of directors. This means
that the eight nominees receiving
the highest number of affirmative
“FOR” votes will be elected as
directors.(1)
Votes withheld
will have no
effect, unless
there are more
votes withheld
than “FOR”
votes.(1)
Broker non-
votes will have
no effect.
Proposal Two: Advisory
Vote on Executive
Compensation
Affirmative vote of a majority of
the voting power of the shares
present or represented by proxy at
the meeting and entitled to vote on
the proposal.
Abstentions will
have the effect
of a vote against
the proposal.
Broker non-
votes will have
no effect.
Proposal Three: Ratification
of Appointment of
Independent Registered
Public Accounting Firm
Affirmative vote of a majority of
the voting power of the shares
present or represented by proxy at
the meeting and entitled to vote on
the proposal.
Abstentions will
have the effect
of a vote against
the proposal.
We do not
expect any
broker non-
votes on this
proposal.
________________________
(1)
Under our Corporate Governance Guidelines, in an uncontested election of directors, any nominee for
director who receives a greater number of votes “withheld” from his or her election than votes “for” his or
her election by stockholders present in person or by proxy at the Annual Meeting and entitled to vote in the
election of directors is required to tender a written offer to resign from the Board of Directors within five
business days of the certification of the stockholder vote by the Inspector of Elections.
18
Other Business
Our management does not intend to present other items of business and knows of no items of business
that are likely to be brought before the Annual Meeting, except those described in this proxy statement.
However, if any other matters should properly come before the Annual Meeting, the persons named on
the proxy card will have discretionary authority to vote such proxy in accordance with their best judgment
on the matters.
Procedures at the Annual Meeting
The presiding officer at the Annual Meeting will determine how business at the meeting will be
conducted. Only matters brought before the Annual Meeting in accordance with our Bylaws will be
considered. Only a natural person present at the Annual Meeting who is either one of our stockholders, or
is acting on behalf of one of our stockholders, may make a motion or second a motion. A person acting
on behalf of a stockholder must present a written statement executed by the stockholder or the duly-
authorized representative of the stockholder on whose behalf the person purports to act.
Householding of Annual Meeting Materials
Some banks, brokers and other nominee record holders may be participating in the practice of
“householding” proxy statements, annual reports and the Notice of Internet Availability of Proxy
Materials. This means that only one proxy statement, Annual Report to Stockholders or Notice of
Internet Availability of Proxy Materials may have been sent to multiple stockholders in each household,
unless contrary instructions have been given. We will promptly deliver any of these documents to any
stockholder upon written or oral request to our Stockholder Information Department, Northern
Technologies International Corporation, 4201 Woodland Road, Circle Pines, Minnesota 55014,
telephone: (763) 225-6637. Any stockholder who wants to receive separate copies of this proxy
statement, our Annual Report to Stockholders or the Notice of Internet Availability of Proxy Materials in
the future, or any stockholder who is receiving multiple copies and would like to receive only one copy
per household, should contact the stockholder’s bank, broker or other nominee record holder, or the
stockholder may contact us at the above address and telephone number.
Proxy Solicitation Costs
The cost of soliciting proxies, including the preparation, assembly, electronic availability and mailing of
proxies and soliciting material, as well as the cost of making available or forwarding this material to the
beneficial owners of our common stock, will be borne by NTIC. Our directors, officers and regular
employees may, without compensation other than their regular compensation, solicit proxies by
telephone, e-mail, facsimile or personal conversation. We may reimburse brokerage firms and others for
expenses in making available or forwarding solicitation materials to the beneficial owners of our common
stock.
19
PROPOSAL ONE—ELECTION OF DIRECTORS
________________
Number of Directors
Our Third Amended and Restated Bylaws provide that the Board of Directors will consist of that number
of directors as may be determined by the Board of Directors or by the stockholders at an annual meeting.
The Board of Directors has fixed the number of directors at eight.
Nominees for Director
The Board of Directors has nominated the following eight individuals to serve as our directors until the
next annual meeting of stockholders or until their successors are elected and qualified. All nominees
named below are current members of the Board of Directors.
x
Nancy E. Calderon
x
Ramani Narayan, Ph.D.
x
Sarah E. Kemp
x
Richard J. Nigon
x
Sunggyu Lee, Ph.D.
x
Cristina Pinho
x
G. Patrick Lynch
x
Konstantin von Falkenhausen
Proxies can only be voted for the number of persons named as nominees in this proxy statement, which is
eight. If prior to the Annual Meeting, the Board of Directors should learn that any nominee will be
unable to serve for any reason, the proxies that otherwise would have been voted for this nominee will be
voted for a substitute nominee as selected by the Board. Alternatively, the proxies, at the Board’s
discretion, may be voted for that fewer number of nominees as results from the inability of any nominee
to serve. The Board of Directors has no reason to believe that any of the nominees will be unable to
serve.
Information about Current Directors and Board Nominees
The following table sets forth the name, age and principal occupation of each current director and each
individual who has been nominated by the Board of Directors to serve as a director of NTIC, as well as
how long each individual has served as a director of NTIC.
Name
Age
Principal Occupation
Director
Since
Nancy E. Calderon(1)(2)
65
Former Partner of KPMG LLP
2019
Sarah E. Kemp(3)
58
Vice President, International Government Affairs of
Intel Corporation
2019
Sunggyu Lee, Ph.D.(3)
72
Chief Technologist of Chemtech Innovators LLC
2004
G. Patrick Lynch
57
President and Chief Executive Officer of NTIC
2004
Ramani Narayan, Ph.D.
75
Distinguished Professor in Department of Chemical
Engineering & Materials Science at Michigan State
University
2004
Richard J. Nigon(1)(2)(3)
76
Senior Vice President of Cedar Point Capital, Inc.
2010
Cristina Pinho(2)
66
Chair of the Board of Instituto Luísa Pinho Sartori
2023
Konstantin von Falkenhausen(1)(2)
57
Partner of B Capital Partners AG
2012
_________________________
(1)
Member of the Audit Committee
(2)
Member of the Nominating and Corporate Governance Committee
(3)
Member of the Compensation Committee
20
Additional Information about Current Directors and Board Nominees
The following paragraphs provide information about each current director and nominee for director,
including all positions he or she holds, his or her principal occupation and business experience for the past
five years, and the names of other publicly-held companies of which the director or nominee currently
serves as a director or has served as a director during the past five years. We believe that all of our
directors and nominees display personal and professional integrity; satisfactory levels of education and/or
business experience; broad-based business acumen; an appropriate level of understanding of our business
and its industry and other industries relevant to our business; the ability and willingness to devote
adequate time to the work of the Board of Directors and its committees; a fit of skills and personality with
those of our other directors that helps build a board that is effective, collegial and responsive to the needs
of NTIC; strategic thinking and a willingness to share ideas; a diversity of experiences, expertise and
background; and the ability to represent the interests of all of our stockholders. The information
presented below regarding each director and nominee also sets forth specific experience, qualifications,
attributes and skills that led the Board of Directors to the conclusion that such individual should serve as a
director in light of our business and structure.
Nancy E. Calderon has been a director of NTIC since October 2019. Ms. Calderon is a CPA and retired
from KPMG LLP in September 2019 after a distinguished 33-year career. Until her retirement, Nancy
served as Global Lead Partner for a Fortune 40 Technology company, managing a global team of over
500 professionals in more than 50 countries, a position she held since July 2012, senior partner of
KPMG’s Board Leadership Center from its inception in 2015, and as a director of KPMG’s Global
Delivery Center in India and its related holding companies since September 2011. Previously, she was
KPMG’s Americas Chief Administrative Officer and U.S. National Partner in Charge, Operations from
July 2008 to June 2012. Ms. Calderon has sat on a number of KPMG committees, including the
Americas Region Management Committee, Enterprise Risk Management, Privacy, Pension Steering and
Investment, Social Media and Knowledge Management. She currently serves on the board of directors of
Belden Inc. We believe Ms. Calderon’s qualifications to sit on the Board of Directors include her
extensive financial accounting experience with KPMG and her current and prior experience on boards of
directors, including, in particular, her experience serving on the audit committees of Arcimoto, Inc.;
Belden, Inc.; KPMG’s Global Delivery Center; Women Corporate Directors Foundation and the New
York YMCA. Ms. Calderon received a Bachelor of Science from UC Berkeley’s Haas Business School
and a Master of Science from Golden Gate University.
Sarah E. Kemp has been a director of NTIC since October 2019. Ms. Kemp is currently the Vice
President of International Government Affairs at Intel Corporation, a design and developer of central
processing units and related solutions for third party customers, a role she assumed in February 2022.
Previously, she was the Associate Vice President at Organon, a global biopharmaceutical company, where
she led Global Women’s Health Policy and ESG, from April 2021 to February 2022. Before that,
Ms. Kemp held various leadership positions at Merck, a pharmaceutical company, including leading
Policy Communication and Population Health for emerging markets from November 2020 to April 2021
and serving as Executive Director for Public Policy and Commercial Strategies in Asia Pacific from July
2019 to October 2020. Ms. Kemp has significant government experience, having been the Deputy Under
Secretary for the International Trade Administration at the U.S. Department of Commerce from February
2017 to July 2019 where she managed a substantial budget and workforce. She also served as the
Minister Counselor for Commercial Affairs at the U.S. Embassy in Beijing, advising on trade and
investment strategies in China. Her earlier career includes roles as a Foreign Commercial Service Officer
with postings in China, Vietnam, Hong Kong and Bangkok, and she began her career as a Presidential
Management Fellow. Ms. Kemp has been active on various boards, including Concordia International
School in Hanoi and Women Corporate Directors in Vietnam and Beijing. She is an advisor to Indiana
University’s Manufacturing Policy Initiative and a board member of the Center for International Private
21
Enterprise. We believe Ms. Kemp’s qualifications to sit on the Board of Directors include her deep
expertise in international commerce, especially in the Asia Pacific and Greater China regions, coupled
with her experience in international and public affairs. She holds a Master of Business Administration
from the Chinese University of Hong Kong, a Master of Public Administration from Columbia
University, and a Bachelor of Arts degree in Physiological-Anthropology from Hamilton College.
Sunggyu Lee, Ph.D. has been a director of NTIC since January 2004. Dr. Lee is Chief Technologist,
Chemtech Innovators LLC, Akron, Ohio. Previously, he held positions of Russ Ohio Research Scholar
and Professor of Chemical and Biomolecular Engineering, Ohio University, Athens, Ohio from 2010 to
2020, Professor of Chemical and Biological Engineering, Missouri University of Science and
Technology, Rolla, Missouri from 2005 to 2010, C.W. LaPierre Professor and Chairman of Chemical
Engineering at University of Missouri-Columbia from 1997 to 2005, and Robert Iredell Professor and
Head of Chemical Engineering Department at the University of Akron, Akron, Ohio from 1988 to 1996.
He has authored 12 books and over 550 archival publications and received 35 U.S. patents in a variety of
chemical and polymer processes and products. He is currently serving as Editor of Encyclopedia of
Chemical Processing, Taylor & Francis, New York, New York and also as Book Series Editor of Green
Chemistry and Chemical Engineering, CRC Press, Boca Raton, Florida. Throughout his career, he has
served as consultant and technical advisor to a number of national and international companies in the
fields of polymers, petrochemicals and energy. He received his Ph.D. from Case Western Reserve
University, Cleveland, Ohio in 1980. We believe Dr. Lee’s qualifications to sit on the Board of Directors
include his significant technical and industrial expertise with chemical and polymer processes and
products. Such expertise is particularly helpful with respect to assessing and operating NTIC’s ZERUST®
industrial business.
G. Patrick Lynch, an employee of NTIC since 1995, has been President since July 2005 and Chief
Executive Officer since January 2006 and has served as a director of NTIC since February 2004.
Mr. Lynch served as President of North American Operations of NTIC from May 2004 to July 2005.
Prior to May 2004, Mr. Lynch held various positions with NTIC, including Vice President of Strategic
Planning, Corporate Secretary and Project Manager. Mr. Lynch is also an officer and director of Inter
Alia Holding Company, which is a significant stockholder of NTIC. Prior to joining NTIC, Mr. Lynch
held positions in sales management for Fuji Electric Co., Ltd. in Tokyo, Japan, and programming project
management for BMW AG in Munich, Germany. Mr. Lynch received a Master of Business
Administration degree from the University of Michigan Ross School of Business. We believe
Mr. Lynch’s qualifications to sit on the Board of Directors include his depth of knowledge of NTIC and
its day-to-day operations in light of his position as Chief Executive Officer of NTIC, as well as his
affiliation with a significant stockholder of NTIC, which the Board of Directors believes generally helps
align management’s interests with those of our stockholders.
Ramani Narayan, Ph.D. has been a director of NTIC since November 2004. He is a Distinguished
Professor at Michigan State University in the Department of Chemical Engineering & Materials Science,
where he has 200+ refereed publications in leading journals to his credit, 19 patents, edited three books
and one expert dossier in the area of bio-based polymeric materials. His research encompasses design
and engineering of sustainable, biobased products, biodegradable plastics and polymers, biofiber
reinforced composites, reactive extrusion polymerization and processing, studies in plastic end-of-life
options like biodegradation and composting. He conducts carbon footprint calculations for plastics and
products. He also performs LCA (Life Cycle Assessment) for reporting a product’s environmental
footprint. He serves as Scientific Chair of the Biodegradable Products Institute (BPI), North America.
He served on the Technical Advisory Board of Tate & Lyle. He served on the Board of Directors of
ASTM International, an international standard setting organization and was the founding Chair of the
committee on Environmentally Degradable Plastics and Biobased Products (D20.96) and the Plastics
Terminology Committee (D20.92). Dr. Narayan is also the technical expert for the United States on ISO
22
(International Standards Organization) TC 61 on Plastics—specifically for Terminology, Biobased and
Biodegradable Plastics. He has won numerous awards, including the Named MSU University
Distinguished Professor in 2007; the Governors University Award for commercialization excellence;
Michigan State University Distinguished Faculty Award, 2006, 2005 Withrow Distinguished Scholar
award, Fulbright Distinguished Lectureship Chair in Science & Technology Management &
Commercialization (University of Lisbon; Portugal); First recipient of the William N. Findley Award,
The James Hammer Memorial Lifetime Achievement Award, and Research and Commercialization
Award sponsored by ICI Americas, Inc. & the National Corn Growers Association. We believe
Dr. Narayan’s qualifications to sit on the Board of Directors include his significant technical expertise in
the bioplastics area which has been helpful to NTIC’s management in assessing and operating NTIC’s
Natur-Tec® bioplastics business.
Richard J. Nigon has been a director of NTIC since February 2010 and non-executive Chairman of the
Board since November 2012. Mr. Nigon is the Senior Vice President of Cedar Point Capital, Inc., a
private company that raises capital for early stage companies. From February 2001 until May 2007,
Mr. Nigon was a Director of Equity Corporate Finance for Miller Johnson Steichen Kinnard (MJSK), a
privately held investment firm. In December 2006, MJSK was acquired by Stifel Nicolaus, and
Mr. Nigon was a Managing Director of Private Placements at Stifel Nicolaus. From February 2000 to
February 2001, Mr. Nigon served as the Chief Financial Officer of Dantis, Inc., a web hosting company.
Prior to joining Dantis, Mr. Nigon was employed by Ernst & Young, LLP from 1970 to 2000, where he
served as a partner from 1981 to 2000. While at Ernst & Young, Mr. Nigon served as the Director of
Ernst & Young’s Twin Cities Entrepreneurial Services Group and was the coordinating partner on several
publicly-traded companies in the consumer retailing and manufacturing sectors. In addition to NTIC,
Mr. Nigon also serves on the board of directors of Celcuity Inc. and as chairperson of its audit committee
and serves on the board of directors of a number of privately-held companies. Mr. Nigon previously
served on the board of directors of Tactile Systems Technology, Inc., Virtual Radiologic Corporation and
Vascular Solutions, Inc. until its acquisition by Teleflex Incorporated in February 2017. Through his
30 years of service at Ernst & Young, LLP, Mr. Nigon brings to NTIC’s Board of Directors, and in
particular the Audit Committee, extensive public accounting and auditing experience. The Board believes
Mr. Nigon’s strong background in financial controls and reporting, financial management, financial
analysis and SEC reporting requirements is critical to the Board’s oversight responsibilities. In addition,
his strategic planning expertise and other experiences gained through his management and leadership
roles at private investment firms that have invested in early stage companies, is helpful to the Board in
assessing and operating NTIC’s newer businesses.
Cristina Pinho has been a director of NTIC since January 2023. Ms. Pinho is Chair of the Board of
Instituto Luísa Pinho Sartori, a nonprofit organization in Brazil whose mission is to support and
incentivize conservationists and biologists to work on environmental protection, a position she has held
since April 2015. Ms. Pinho served as an independent board director of Ocyan, a private company, from
August 2020 to April 2024. Ms. Pinho is a member of a sounding board of Shell Brazil, a position she
has held since June 2023. From November 2019 to January 2022, she served as Corporate Executive
Director at Brazilian Petroleum and Gas Institute, a nonprofit organization in Brazil, formed by major oil
and gas producers in Brazil and petroleum products service companies. From January 2019 to November
2019, Ms. Pinho served as Undersecretary of Energy, Petroleum and Gas at Rio de Janeiro State. From
2012 to 2015, she served as Executive Manager of E&P Services and Logistics for Petrobras. We believe
Ms. Pinho’s qualifications to sit on the Board of Directors include her extensive experience in the oil and
gas industry in Brazil and her extensive experience in ESG matters. Ms. Pinho received an ESG
Competent Boards Certificate in 2021 and is a graduate of the Columbia Senior Executive Program at the
Columbia Business School and also received a Digital Strategy for Business degree from the Columbia
Business School in 2018. She has also received an MBA CoppeAd UFRJ; Senior Strategic Management,
23
MBA Fundação Getúlio Vargas, Business and Strategic Management and a Mechanical Engineering
degree from the Universidade Federal do Rio de Janeiro.
Konstantin von Falkenhausen has been a director of NTIC since November 2012. Mr. von Falkenhausen
is currently a Partner of B Capital Partners AG, an independent investment advisory boutique focused on
infrastructure, public private partnerships and clean energy. In this capacity, since April 2018, Mr. von
Falkenhausen has been a Director of the general partner of the B Capital Energy Transition Infrastructure
Fund SICAV-SIF, an investment fund registered with the Luxembourg financial authorities CSSF. From
February 2004 to March 2008, Mr. von Falkenhausen served as a Partner of capiton AG, a private equity
firm located in Berlin, Germany. From March 2003 to February 2004, he served as interim Chief
Financial Officer of Neon Products GmbH, a privately held neon lighting company. From May 1999 to
February 2003, Mr. von Falkenhausen served as an investment manager of West Private Equity Ltd. and
an investment director of its German affiliate West Private Capital GmbH. Prior to May 1999, Mr. von
Falkenhausen served in several positions with BankBoston Robertson Stephens International Ltd., an
investment banking firm. Mr. von Falkenhausen is a citizen of Germany. He has a Master’s degree in
economics (lic. oec) from the University of Fribourg (Switzerland) and a Master of Business
Administration degree from the University of Chicago. We believe Mr. von Falkenhausen’s qualifications
to sit on the Board of Directors include his experience with several private investment and equity firms
that have invested in early stage companies, which the Board believes is helpful in assessing and
operating NTIC’s newer businesses, and his financial expertise, which the Board believes is helpful in
analyzing NTIC’s financial performance.
Board Recommendation
The Board of Directors unanimously recommends a vote FOR the election of all of the eight nominees
named above.
The Board of Directors Recommends a Vote FOR Each Nominee for Director ;
24
PROPOSAL TWO—ADVISORY VOTE ON EXECUTIVE COMPENSATION
________________
Introduction
The Board of Directors is providing stockholders with an advisory vote on executive compensation
pursuant to the Dodd-Frank Wall Street Consumer Protection Act and Section 14A of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”). This advisory vote, commonly known as a
“say-on-pay” vote, is a non-binding vote on the compensation paid to our named executive officers as set
forth in the “Executive Compensation” section of this proxy statement beginning on page 48. At the 2024
Annual Meeting of Stockholders held on January 19, 2024, approximately 86% of the votes cast by our
stockholders were in favor of our say-on-pay vote. The Compensation Committee generally believes that
such results affirmed stockholder support of our approach to executive compensation.
Our executive compensation program is generally designed to attract, retain, motivate and reward highly
qualified and talented executive officers. The underlying core principles of our executive compensation
program are:
x
To align the interests of our executives with those of our stockholders;
x
Integrate compensation with our business plans and strategic goals;
x
Link amount of compensation to both company and individual performance goals; and
x
Provide fair and competitive compensation opportunities that attract and retain executives.
The “Executive Compensation” section of this proxy statement, which begins on page 48, describes our
executive compensation program and the executive compensation decisions made by the Compensation
Committee and Board of Directors for fiscal 2024 in more detail. Important considerations include:
x
A significant portion of the compensation paid or awarded to our named executive officers in
fiscal 2024 was “performance-based” or “at-risk” compensation that is tied directly to the
achievement of financial and other performance goals or long-term stock price performance.
x
Equity-based compensation granted to our named executive officers is in the form of stock
options and aligns the long-term interests of our executives with the long-term interests of our
stockholders. In response to a concern raised by one of our stockholders, stock options
granted to our executives now vest annually over a three-year period as opposed to a one-year
period.
x
Our executive officers receive only modest perquisites and have modest severance and
change-in-control arrangements.
x
We have adopted a robust, Nasdaq-compliant clawback policy.
x
We do not provide any tax “gross-up” payments.
25
Accordingly, the Board of Directors recommends that our stockholders vote in favor of the say-on-pay
vote as set forth in the following resolution:
RESOLVED, that our stockholders approve, on an advisory basis, the compensation paid to our
named executive officers, as disclosed in this proxy statement.
Stockholders are not ultimately voting to approve or disapprove the recommendation of the Board of
Directors. As this is an advisory vote, the outcome of the vote is not binding on us with respect to future
executive compensation decisions, including those relating to our named executive officers, or otherwise.
The Compensation Committee and Board of Directors expect to take into account the outcome of this
advisory vote when considering future executive compensation decisions.
In accordance with the result of our most recent advisory vote on the frequency of the say-on-pay vote,
which was conducted at our 2020 Annual Meeting of Stockholders, the Board of Directors has determined
that we will conduct an executive compensation advisory vote on an annual basis. Accordingly, after this
Annual Meeting, the next say-on-pay vote will occur at our next Annual Meeting of Stockholders
anticipated to be held in January 2026. Our next say-on-frequency vote also will occur next year at our
2026 Annual Meeting of Stockholders.
Board Recommendation
The Board of Directors unanimously recommends a vote FOR approval, on an advisory basis, of the
compensation paid to our named executive officers, as disclosed in this proxy statement.
The Board of Directors Recommends a Vote FOR Proposal Two
;
26
PROPOSAL THREE—RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
_________________
Appointment of Independent Registered Public Accounting Firm
The Audit Committee of the Board of Directors appoints our independent registered public accounting
firm. In this regard, the Audit Committee evaluates the qualifications, performance and independence of
our independent registered public accounting firm and determines whether to re-engage our current
independent registered public accounting firm. As part of its evaluation, the Audit Committee considers,
among other factors, the quality and efficiency of the services provided by the firm, including the
performance, technical expertise, and industry knowledge of the lead audit partner and the audit team
assigned to our account; the overall strength and reputation of the firm; its global capabilities relative to
our business; and its knowledge of our operations. Additionally, the Audit Committee considers the
impact of a change of independent registered public accounting firm. Upon consideration of these and
other factors, the Audit Committee believes the appointment of Baker Tilly US, LLP (“Baker Tilly”) as
our independent registered public accounting firm for the fiscal year ending August 31, 2025 is in the best
interests of NTIC and its stockholders. Baker Tilly has served as our independent registered public
accounting firm since 2004.
Although it is not required to do so, the Board of Directors is asking our stockholders to ratify the Audit
Committee’s appointment of Baker Tilly as a matter of good corporate governance. If our stockholders
do not ratify the appointment of Baker Tilly, another independent registered public accounting firm will
be considered by the Audit Committee. Even if the appointment is ratified by our stockholders, the Audit
Committee in its discretion may change the appointment at any time during the year, if it determines that
such a change would be in the best interests of NTIC and our stockholders.
Representatives of Baker Tilly will be present at the Annual Meeting to respond to appropriate questions.
They also will have the opportunity to make a statement if they wish to do so.
Audit, Audit-Related, Tax and Other Fees
The following table presents the aggregate fees billed to us by Baker Tilly for the fiscal years ended
August 31, 2024 and August 31, 2023.
Aggregate Amount Billed by
Baker Tilly ($)
Fiscal 2024
Fiscal 2023
Audit Fees(1) .........................................................
$
704,006
$
572,986
Audit-Related Fees(2) ............................................
—
—
Tax Fees ...............................................................
—
—
All Other Fees ......................................................
—
—
(1)
These fees consisted of the audit of our annual financial statements by year, review of financial statements
included in our quarterly reports on Form 10-Q and other services normally provided in connection with
statutory and regulatory filings or engagements.
(2)
Audit-related fees represent fees for services relating to registration statement filings.
27
Audit Committee Pre-Approval Policies and Procedures
All services rendered by Baker Tilly to NTIC were permissible under applicable laws and regulations and
all services provided to NTIC, other than de minimis non-audit services allowed under applicable law,
were approved in advance by the Audit Committee. The Audit Committee has not adopted any formal
pre-approval policies and procedures.
Board Recommendation
The Board of Directors unanimously recommends that stockholders vote FOR ratification of the
appointment of Baker Tilly as our independent registered public accounting firm for the fiscal year ending
August 31, 2025.
The Board of Directors Recommends a Vote FOR Proposal Three
;
28
STOCK OWNERSHIP
________________
Beneficial Ownership of Significant Stockholders and Management
The following table sets forth information known to us with respect to the beneficial ownership of our
common stock as of November 19, 2024, the record date for the Annual Meeting, for:
x
each person known by us to beneficially own more than five percent of the outstanding shares
of our common stock;
x
each of our directors and director nominees;
x
each of the executive officers named in the Summary Compensation Table included later in
this proxy statement under “Executive Compensation”; and
x
all of our current directors, director nominees, and executive officers as a group.
The number of shares beneficially owned by a person includes shares subject to options held by that
person that are currently exercisable or that become exercisable within 60 days of November 19, 2024.
Percentage calculations assume, for each person and group, that all shares that may be acquired by such
person or group pursuant to options currently exercisable or that become exercisable within 60 days of
November 19, 2024 are outstanding for the purpose of computing the percentage of common stock owned
by such person or group. However, such unissued shares of common stock described above are not
deemed to be outstanding for calculating the percentage of common stock owned by any other person.
Except as otherwise indicated, the persons in the table below have sole voting and investment power with
respect to all shares of common stock shown as beneficially owned by them, subject to community
property laws where applicable and subject to the information contained in the notes to the table.
Title of Class
Name and Address of Beneficial Owner(1)
Amount and
Nature of
Beneficial
Ownership(2)
Percent of
Class
Directors, Director Nominees, and Officers:
Common Stock
Nancy E. Calderon
54,664
*
Common Stock
Sarah E. Kemp
57,241
*
Common Stock
Sunggyu Lee, Ph.D.
23,549
*
Common Stock
G. Patrick Lynch(3)
1,591,303
16.3%
Common Stock
Ramani Narayan, Ph.D.
139,398
1.5%
Common Stock
Richard J. Nigon
146,413
1.5%
Common Stock
Cristina Pinho
15,432
*
Common Stock
Konstantin von Falkenhausen
101,517
*
Common Stock
Matthew C. Wolsfeld(4)
377,116
3.9%
Common Stock
All directors, director nominees, and executive
officers as a group (9 persons)(5)
2,506,633
24.3%
Significant Beneficial Owners:
Common Stock
Inter Alia Holding Company(6)
23205 Mercantile Road
Beachwood, Ohio 44122
1,203,334
12.7%
29
Title of Class
Name and Address of Beneficial Owner(1)
Amount and
Nature of
Beneficial
Ownership(2)
Percent of
Class
Common Stock
Needham Investment Management L.L.C.(7)
250 Park Avenue, 10th Floor
New York, New York 10117-1099
500,000
5.3%
Common Stock
The Vanguard Group, Inc.(8)
100 Vanguard Blvd.
Malvern, PA 19355
490,184
5.2%
__________________________
*
Represents beneficial ownership of less than one percent.
(1)
The business address for each of the directors, director nominees, and officers of NTIC is c/o Northern
Technologies International Corporation, 4201 Woodland Road, Circle Pines, Minnesota 55014.
(2)
Includes for the persons listed below the following shares of common stock subject to options held by such
persons that are currently exercisable or become exercisable within 60 days of November 19, 2024:
Name
Shares of Common Stock
Underlying
Stock Options
Directors and Director Nominees
Nancy E. Calderon ................................................................................
51,481
Sarah E. Kemp ......................................................................................
51,481
Sunggyu Lee, Ph.D. ..............................................................................
20,230
G. Patrick Lynch ...................................................................................
282,685
Ramani Narayan, Ph.D..........................................................................
32,635
Richard J. Nigon ...................................................................................
108,478
Cristina Pinho........................................................................................
15,432
Konstantin von Falkenhausen ...............................................................
84,398
Named Executive Officers
G. Patrick Lynch ......................................................................................
282,685
Matthew C. Wolsfeld ...............................................................................
208,940
All current directors, director nominees, and executive officers as a
group (9 persons) ..................................................................................
855,760
(3)
Includes 1,203,334 shares held by Inter Alia Holding Company. See note (6) below.
(4)
These shares are held in a joint tenant account with Matthew C. Wolsfeld’s spouse.
(5)
The amount beneficially owned by all current directors, director nominees, and executive officers as a
group includes 1,203,334 shares held of record by Inter Alia Holding Company. See notes (3) above and
(6) below.
(6)
According to a Schedule 13D/A filed with the SEC on September 4, 2024, Inter Alia Holding Company is
an entity of which G. Patrick Lynch, our President and Chief Executive Officer, is a stockholder.
G. Patrick Lynch shares voting and dispositive power over such shares with two other members of his
family.
(7)
According to a Schedule 13G filed with the SEC on August 2, 2024, Needham Investment Management
L.L.C. shares voting and dispositive power over 500,000 shares with Needham Asset Management, LLC,
Needham Aggressive Growth Fund and George A. Needham. Needham Investment Management L.L.C. is
30
the relevant entity for which each of Needham Asset Management, LLC and George A. Needham may be
considered a control person.
(8)
According to a Schedule 13G filed with the SEC on November 12, 2024, The Vanguard Group, Inc.
beneficially owns 490,184 shares. The Vanguard Group, Inc. has shared voting and dispositive power over
12,721 and 16,343 shares, respectively, and sole dispositive power over 473,841 shares. The Vanguard
Group, Inc.’s clients, including investment companies registered under the Investment Company Act of
1940 and other managed accounts, have the right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, such shares.
Stock Ownership Guidelines
We maintain stock ownership guidelines that are intended to further align the interests of our directors
and executive officers with those of our stockholders. The stock ownership guidelines for our directors
and executive officers are as follows:
Position
Guideline
Non-Employee Director
3x annual cash retainer
Chief Executive Officer
6x annual base salary
Other Executive Officers
3x annual base salary
Each director and executive officer has five years from the establishment of these guidelines in November
2021 and, thereafter, from the date of appointment or hire or, if the ownership multiple has increased
during such director’s or executive’s tenure, five years from the date established in connection with such
increase to reach his or her ownership targets. Both our Chief Executive Officer and Chief Financial
Officer are in compliance with these guidelines, as are most of our longer serving directors.
Securities Authorized for Issuance Under Equity Compensation Plans
The table below summarizes outstanding options and other awards under NTIC’s equity compensation
plans as of August 31, 2024. NTIC’s equity compensation plans as of August 31, 2024 were the Northern
Technologies International Corporation 2024 Stock Incentive Plan, the Northern Technologies
International Corporation Amended and Restated 2019 Stock Incentive Plan, the Northern Technologies
International Corporation Amended and Restated 2007 Stock Incentive Plan, and the Northern
Technologies International Corporation Employee Stock Purchase Plan.
Except for automatic annual grants of $50,000 in options to purchase shares of NTIC common stock, or
restricted stock units (“RSUs”) if so elected, to NTIC’s directors in consideration for their services as
directors of NTIC and an automatic annual grant of $10,000 in options to purchase shares of NTIC
common stock, or RSUs if so elected, to NTIC’s Chairman of the Board in consideration for his services
as Chairman, in each case on the first day of each fiscal year, and automatic initial pro rata grants of
$50,000 in options to purchase shares of NTIC common stock to NTIC’s new directors in consideration
for their services as directors of NTIC on the first date of their appointment as directors, options and other
awards granted in the future under the Northern Technologies International Corporation 2024 Stock
Incentive Plan are within the discretion of the Board of Directors and the Compensation Committee of the
Board of Directors and, therefore, cannot be ascertained at this time. No future grants of options, RSUs
or other stock awards will be made under the Northern Technologies International Corporation Amended
and Restated 2019 Stock Incentive Plan or the Northern Technologies International Corporation Amended
and Restated 2007 Stock Incentive Plan.
31
(a)
(b)
(c)
Plan Category
Number of Securities
to be Issued Upon
Exercise of
Outstanding Options,
Warrants and Rights
Weighted-Average
Exercise Price of
Outstanding
Options, Warrants
and Rights
Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation
Plans (excluding
securities reflected in
column (a))
Equity compensation plans
approved by security holders
1,752,665(1)(2)
$11.47
1,012,313(3)
Equity compensation plans
not approved by security
holders
—
—
—
Total
1,752,665(1)(2)
$11.47
1,012,313(3)
______________________
(1)
Amount includes 365,250 shares of NTIC common stock issuable upon the exercise of stock options
outstanding as of August 31, 2024 under the Northern Technologies International Corporation Amended
and Restated 2007 Stock Incentive Plan, 1,387,415 shares of NTIC common stock issuable upon the
exercise of stock options outstanding as of August 31, 2024 under the Northern Technologies International
Corporation Amended and Restated 2019 Stock Incentive Plan, and 0 shares of NTIC common stock
issuable upon the exercise of stock options and the vesting of restricted stock units outstanding as of
August 31, 2024 under the Northern Technologies International Corporation 2024 Stock Incentive Plan.
(2)
Excludes employee stock purchase rights accruing under the Northern Technologies International
Corporation Employee Stock Purchase Plan. Under such plan, each eligible employee may purchase up to
2,000 shares of NTIC common stock at semi-annual intervals on February 28th or 29th (as the case may be)
and August 31st each year at a purchase price per share equal to 90% of the lower of (i) the closing sales
price per share of NTIC common stock on the first day of the offering period or (ii) the closing sales price
per share of NTIC common stock on the last day of the offering period.
(3)
Amount includes 957,059 shares available as of August 31, 2024 for future issuance under Northern
Technologies International Corporation 2024 Stock Incentive Plan and 55,254 shares available at August
31, 2024 for future issuance under the Northern Technologies International Corporation Employee Stock
Purchase Plan.
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires our directors and executive officers and persons who
beneficially own more than ten percent of our common stock to file with the SEC reports showing
ownership of and changes in ownership of our common stock and other equity securities. Based solely on
our review of these reports filed with the SEC and/or representations by our directors and executive
officers, we believe that our directors and executive officers and persons who beneficially own more than
ten percent of our common stock filed on a timely basis all reports required by Section 16(a) of the
Exchange Act during fiscal year 2024, except that G. Patrick Lynch filed one late Form 4 with respect to
a transaction on August 26, 2024.
32
CORPORATE GOVERNANCE
________________
Governance Best Practices
We maintain several corporate governance best practices, which are designed to promote actions
that benefit our stockholders and create a framework for our decision-making.
Annual election of all directors
All directors are elected annually for a one-year term.
“Plurality plus” vote standard for
uncontested director elections, with a
director resignation policy
In an uncontested election, any director nominee who
receives a greater number of votes “withheld” from his or
her election than votes “for” is required to tender a written
offer to resign from the Board.
75% of our directors are independent
Six of the eight directors on our Board are independent.
Annual Board and committee evaluations
It is our practice to conduct annual Board and committees
performance self-evaluations.
No poison pill
We believe that not having a poison pill benefits our
stockholders by not discouraging takeover attempts that
may increase value for our stockholders.
Board oversight of ESG initiatives
The Nominating and Corporate Governance Committee
has oversight authority over our ESG initiatives and
coordinates with our other Board committees.
Emphasis on gender and racial/ethnic
diversity in Board refreshment efforts
The Board has added three female directors since October
2019 and one director from Brazil in January 2023.
Robust stockholder outreach program
Each year, our executives hold meetings to seek
stockholder input and strive to take actions that reflect the
input received.
Annual say-on-pay vote
Our Board recommended, and our stockholders voted in
favor of, an annual advisory stockholder vote on executive
compensation.
Officer and director stock ownership
requirements
We have stock ownership guidelines for our directors and
officers that require maintenance of a specified level of
ownership based on compensation.
Hedging and pledging prohibitions
We prohibit our executives from engaging in any hedging
transactions, short sales, transactions in publicly traded
options, such as puts, calls and other derivatives, short-
term trading and pledging our securities.
Robust clawback policy
We maintain a robust, Nasdaq-compliant clawback policy
which applies not only to financial restatements, but also if
a financial metric used to determine the vesting or payment
of compensation was calculated incorrectly or if an
executive engages in egregious conduct that is
substantially detrimental to NTIC.
Single class of stock
We have a single class of stock, so our stockholders all
have equal voting rights.
33
Corporate Governance Guidelines
The Board of Directors has adopted Corporate Governance Guidelines, which can be found on the
“Investor Relations—Corporate Governance” section of our corporate website www.ntic.com. Among the
topics addressed in our Corporate Governance Guidelines are:
x
Board size, composition and qualifications
x
Selection of directors
x
New director orientation
x
Board leadership
x
CEO succession planning
x
Board committees
x
Board and committee meetings
x
Executive sessions of independent directors
x
Meeting attendance by directors and non-
directors
x
Appropriate information and access
x
Ability to retain advisors
x
Conflicts of interest and director independence
x
Board interaction with corporate constituencies
x
Retirement and term limits
x
Retirement and resignation policy
x
Stock ownership guidelines
x
Procedures for directors who receive less than a
majority vote
x
Change of principal occupation and board
memberships and limits on board memberships
held
x
Board compensation
x
Stock ownership by directors and executive
officers
x
Loans to directors and executive officers
x
CEO evaluation
x
Board and committee evaluation
x
Director continuing education
x
Succession planning
x
Related person transactions
x
Communications with directors
x
Duty of loyalty and confidentiality
Board Leadership Structure
Under our Corporate Governance Guidelines, the office of Chairman of the Board and Chief Executive
Officer may or may not be held by one person. The Board of Directors believes it is best not to have a
fixed policy on this issue and that it should be free to make this determination based on what it believes is
best under the circumstances. However, the Board of Directors strongly endorses the concept of an
independent director being in a position of leadership. Under our Corporate Governance Guidelines, if at
any time the Chief Executive Officer and Chairman of the Board positions are held by the same person,
the Board of Directors will elect an independent director as a lead independent director.
G. Patrick Lynch currently serves as our President and Chief Executive Officer, and Richard J. Nigon
serves as our non-executive Chairman of the Board. Because the Chief Executive Officer and Chairman
of the Board positions currently are not held by the same person, we do not have a lead independent
director. We believe this leadership structure is in the best interests of NTIC and our stockholders and
strikes the appropriate balance between the Chief Executive Officer’s responsibility for the strategic
direction, day-to-day-leadership and performance of NTIC and the Chairman’s responsibility to provide
oversight of NTIC’s corporate governance and guidance to our Chief Executive Officer and to set the
agenda for and preside over Board meetings.
At each regular Board of Directors meeting, our independent directors meet in executive session with no
company management present during a portion of the meeting. After each such executive session, our
Chairman of the Board provides our Chief Executive Officer with any actionable feedback from our
independent directors.
34
Director Independence
The Board of Directors has affirmatively determined that six of NTIC’s current eight directors are
“independent directors” under the Listing Rules of the Nasdaq Stock Market: Nancy E. Calderon, Sarah
E. Kemp, Sunggyu Lee, Ph.D., Richard J. Nigon, Cristina Pinho and Konstantin von Falkenhausen.
In making these affirmative determinations that such individuals are “independent,” the Board of
Directors reviewed and discussed information provided by the directors and by NTIC with regard to each
director’s business and personal activities as they may relate to NTIC and NTIC’s management.
Board Meetings and Attendance
The Board of Directors met four times during the fiscal year ended August 31, 2024. Each of our current
directors attended at least 75% of the aggregate of the total number of meetings of the Board and the total
number of meetings held by all Board committees on which the director served, with the exception of
Richard J. Nigon, who attended 73% of such meetings. Mr. Nigon’s attendance was due to illness and
missing one full day of meetings, which comprised of a Board meeting and all three Board committees on
which he serves.
Board Committees
The Board of Directors has a standing Audit Committee, Compensation Committee and Nominating and
Corporate Governance Committee, each of which has the composition and responsibilities described
below. The Board of Directors, from time to time, may establish other committees to facilitate the
management of NTIC and may change the composition and responsibilities of our existing committees.
Each of the Audit Committee, Compensation Committee and Nominating and Corporate Governance
Committee operates under a written charter adopted by the Board of Directors, which can be found on the
“Investor Relations—Corporate Governance” section of our corporate website www.ntic.com.
The following table summarizes the current membership of each of our three Board committees. To
refresh our Board committees, we recently switched the Chairs of our Compensation and Nominating and
Corporate Governance Committees.
Director
Audit
Compensation
Nominating and
Corporate Governance
Nancy E. Calderon
Chair
—
¥
Sarah E. Kemp
—
Chair
—
Sunggyu Lee, Ph.D.
—
¥
—
G. Patrick Lynch
—
—
—
Ramani Narayan, Ph.D.
—
—
—
Richard J. Nigon
¥
¥
¥
Cristina Pinho
—
—
¥
Konstantin von Falkenhausen
¥
—
Chair
Audit Committee
Responsibilities. The Audit Committee provides assistance to the Board of Directors in fulfilling its
responsibilities for oversight, for quality and integrity of the accounting, auditing, reporting practices,
systems of internal accounting and financial controls, the annual independent audit of our financial
statements, and the legal compliance and ethics programs of NTIC as established by management. The
Audit Committee’s primary responsibilities include:
35
x
overseeing our financial reporting process, internal control over financial reporting and
disclosure controls and procedures on behalf of the Board of Directors;
x
having sole authority to appoint, retain and oversee the work of our independent registered
public accounting firm and establish the compensation to be paid to the firm;
x
reviewing and pre-approving all audit services and permissible non-audit services to be
provided to NTIC by our independent registered public accounting firm;
x
establishing procedures for the receipt, retention and treatment of complaints regarding
accounting, internal accounting controls or auditing matters and for the confidential,
anonymous submission by our employees of concerns regarding questionable accounting or
auditing matters;
x
overseeing the establishment and administration of (including the grant of any waiver from) a
written code of ethics applicable to our principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing similar functions;
x
receiving periodic updates from senior management on NTIC’s policies, processes,
procedures and any significant developments related to the identification, mitigation and
remediation of cybersecurity risks and reviewing the cybersecurity disclosures required to be
included in NTIC’s SEC filings; and
x
coordinating with the Nominating and Corporate Governance Committee in that committee’s
primary oversight over NTIC’s ESG activities.
The Audit Committee has the authority to engage the services of outside experts and advisors as it deems
necessary or appropriate to carry out its duties and responsibilities.
Composition. The current members of the Audit Committee are Ms. Calderon, Mr. Nigon, and Mr. von
Falkenhausen. Ms. Calderon is the current Chair of the Audit Committee.
Each member of the Audit Committee who served during fiscal 2024 is considered “independent” for
purposes of membership on audit committees pursuant to the Listing Rules of the Nasdaq Stock Market
and the rules and regulations of the SEC and is “financially literate” as required by the Listing Rules of
the Nasdaq Stock Market. In addition, the Board of Directors has determined that Ms. Calderon and
Mr. Nigon qualify as “audit committee financial experts” as defined by the rules and regulations of the
SEC and meet the qualifications of “financial sophistication” under the Listing Rules of the Nasdaq Stock
Market as a result of their extensive financial backgrounds and various financial positions they have held
throughout their respective careers. Stockholders should understand that these designations related to our
Audit Committee members’ experience and understanding with respect to certain accounting and auditing
matters do not impose upon any of them any duties, obligations or liabilities that are greater than those
generally imposed on a member of the Audit Committee or of the Board of Directors.
Meetings. The Audit Committee met five times during fiscal 2024 and at each meeting held an executive
session with Baker Tilly, our independent registered public accounting firm.
Audit Committee Report. This report is furnished by the Audit Committee of the Board of Directors with
respect to NTIC’s financial statements for the fiscal year ended August 31, 2024.
One of the purposes of the Audit Committee is to oversee NTIC’s accounting and financial reporting
processes and the audit of NTIC’s annual financial statements. NTIC’s management is responsible for the
preparation and presentation of complete and accurate financial statements. NTIC’s independent
registered public accounting firm, Baker Tilly US, LLP, is responsible for performing an independent
36
audit of NTIC’s financial statements in accordance with the standards of the Public Company Accounting
Oversight Board (United States) and for issuing a report on their audit.
In performing its oversight role, the Audit Committee has reviewed and discussed NTIC’s audited
financial statements for the fiscal year ended August 31, 2024 with NTIC’s management. Management
represented to the Audit Committee that NTIC’s financial statements were prepared in accordance with
generally accepted accounting principles. The Audit Committee has discussed with Baker Tilly US, LLP,
NTIC’s independent registered public accounting firm, the matters required to be discussed under Public
Company Accounting Oversight Board standards. The Audit Committee has received the written
disclosures and the letter from Baker Tilly US, LLP required by applicable requirements of the Public
Company Accounting Oversight Board regarding Baker Tilly US, LLP’s communications with the Audit
Committee concerning independence. The Audit Committee has discussed with Baker Tilly US, LLP its
independence and concluded that the independent registered public accounting firm is independent from
NTIC and NTIC’s management.
Based on the review and discussions of the Audit Committee described above, in reliance on the
unqualified opinion of Baker Tilly US, LLP regarding NTIC’s audited financial statements, and subject to
the limitations on the role and responsibilities of the Audit Committee discussed above and in the Audit
Committee’s charter, the Audit Committee recommended to the Board of Directors that NTIC’s audited
financial statements for the fiscal year ended August 31, 2024 be included in its Annual Report on Form
10-K for the fiscal year ended August 31, 2024 for filing with the Securities and Exchange Commission.
This report is dated as of November 14, 2024.
Audit Committee
Nancy E. Calderon, Chair
Richard J. Nigon
Konstantin von Falkenhausen
Other Information. Additional information regarding the Audit Committee and our independent
registered public accounting firm is disclosed under the “Proposal Three—Ratification of Appointment of
Independent Registered Public Accounting Firm” section of this proxy statement.
Compensation Committee
Responsibilities. The Compensation Committee provides assistance to the Board of Directors in fulfilling
its oversight responsibility relating to compensation of our Chief Executive Officer and other executive
officers and administers our equity compensation plans. The Compensation Committee’s primary
responsibilities include:
x
recommending to the Board of Directors for its determination the annual salaries, incentive
compensation, long-term compensation and any and all other compensation applicable to our
executive officers;
x
establishing and, from time to time, reviewing and revising corporate goals and objectives
with respect to compensation for our executive officers and establishing and leading a process
for the full Board of Directors to evaluate the performance of our executive officers in light
of those goals and objectives;
37
x
administering our equity compensation plans and recommending to the Board of Directors for
its determination grants of options or other equity-based awards for executive officers,
employees and independent consultants under our equity compensation plans;
x
reviewing our policies with respect to employee benefit plans;
x
establishing and, from time to time, reviewing and revising processes and procedures for the
consideration and determination of executive compensation;
x
overseeing and periodically reviewing NTIC’s culture and policies and strategies related to
human capital management and reviewing the human capital management disclosures
included in NTIC’s annual reports on Form 10-K; and
x
coordinating with the Nominating and Corporate Governance Committee in that committee’s
primary oversight over NTIC’s ESG activities.
The Compensation Committee has the authority to engage the services of outside experts and advisors as
it deems necessary or appropriate to carry out its duties and responsibilities, and prior to doing so,
assesses the independence of such experts and advisors from management.
Composition. The current members of the Compensation Committee are Ms. Kemp, Dr. Lee and
Mr. Nigon. Ms. Kemp is the current Chair of the Compensation Committee. During fiscal 2023 and until
November 2024, the Compensation Committee consisted of Mr. von Falkenhausen, Dr. Lee and
Mr. Nigon. Mr. von Falkenhausen served as the Chair of the Compensation Committee during fiscal
2023 and until November 2024.
The Board of Directors has determined that each of the members of the Compensation Committee who
served during fiscal 2024 and each current member is an “independent director” under the Listing Rules
of the Nasdaq Stock Market, a “non-employee director” within the meaning of Rule 16b-3 under the
Exchange Act, and otherwise independent under the rules and regulations of the SEC.
Processes and Procedures for Consideration and Determination of Executive Compensation. As
described in more detail above under “—Responsibilities,” the Board of Directors has delegated to the
Compensation Committee the responsibility, among other things, to recommend to the Board of Directors
any and all compensation payable to our executive officers, including annual salaries, incentive
compensation and long-term incentive compensation, and to administer our equity and incentive
compensation plans applicable to our executive officers. Decisions regarding executive compensation
made by the Compensation Committee are not considered final and are subject to final review and
approval by the entire Board of Directors. Under the terms of its formal written charter, the Compensation
Committee has the power and authority, to the extent permitted by our Bylaws and applicable law, to
delegate all or a portion of its duties and responsibilities to a subcommittee of the Compensation
Committee. The Compensation Committee has not generally delegated any of its duties and
responsibilities to subcommittees, but rather has taken such actions as a committee, as a whole.
Our President and Chief Executive Officer and our Chief Financial Officer assist the Compensation
Committee in gathering compensation related data regarding our executive officers and making
recommendations to the Compensation Committee regarding the form and amount of compensation to be
paid to each executive officer. In making final recommendations to the Board of Directors regarding
compensation to be paid to our executive officers, the Compensation Committee considers the
recommendations of our President and Chief Executive Officer and our Chief Financial Officer, but also
considers other factors, such as its own views as to the form and amount of compensation to be paid, the
achievement by NTIC of pre-established performance objectives, the general performance of NTIC and
the individual officers, the performance of NTIC’s stock price and other factors that may be relevant.
38
Final deliberations and decisions by the Compensation Committee regarding its recommendations to the
Board of Directors of the form and amount of compensation to be paid to our executive officers are made
by the Compensation Committee, without the presence of any executive officer of NTIC. In making final
decisions regarding compensation to be paid to our executive officers, the Board of Directors considers
the same factors and gives considerable weight to the recommendations of the Compensation Committee.
Meetings. The Compensation Committee met three times during fiscal 2024.
Nominating and Corporate Governance Committee
Responsibilities. The primary responsibilities of the Nominating and Corporate Governance Committee
include:
x
identifying individuals qualified to become members of the Board of Directors;
x
recommending director nominees for each annual meeting of our stockholders and director
nominees to fill any vacancies that may occur between meetings of stockholders;
x
making recommendations to the Board of Directors regarding director diversity (which may
include diversity of age, gender, race, ethnicity, education, skills, professional experience,
knowledge, backgrounds and viewpoints), retirement age, tenure and refreshment policies;
x
being aware of best practices in corporate governance matters;
x
developing and overseeing an annual Board of Directors and Board committee evaluation
process;
x
establishing and leading a process for determination of the compensation applicable to the
non-employee directors on the Board;
x
overseeing NTIC’s ESG activities and coordinating with and soliciting input from the
Compensation Committee and the Audit Committee in formulating the approach to NTIC’s
ESG activities.
The Nominating and Corporate Governance Committee has the authority to engage the services of outside
experts and advisors as it deems necessary or appropriate to carry out its duties and responsibilities.
Composition. The current members of the Nominating and Corporate Governance Committee are
Mr. von Falkenhausen, Ms. Calderon, Mr. Nigon and Ms. Pinho. Mr. von Falkenhausen is the current
chair of the Nominating and Corporate Governance Committee. During fiscal 2023 and until November
2024, the Nominating and Corporate Governance Committee consisted of Ms. Kemp, Ms. Calderon,
Mr. Nigon and Ms. Pinho. Ms. Kemp served as the Chair of the Nominating and Corporate Governance
Committee during fiscal 2023 and until November 2024.
The Board of Directors has determined that each of the members of the Nominating and Corporate
Governance Committee who served during fiscal 2024 and each current member is an “independent
director” under the Listing Rules of the Nasdaq Stock Market.
Processes and Procedures for Consideration and Determination of Director Compensation. As
mentioned above under “—Responsibilities,” the Board of Directors has delegated to the Nominating and
Corporate Governance Committee the responsibility, among other things, to review and make
recommendations to the Board of Directors concerning compensation for non-employee members of the
Board of Directors, including but not limited to retainers, meeting fees, committee chair and member
retainers and equity compensation. Decisions regarding director compensation made by the Nominating
39
and Corporate Governance Committee are not considered final and are subject to final review and
approval by the entire Board of Directors. Under the terms of its formal written charter, the Nominating
and Corporate Governance Committee has the power and authority, to the extent permitted by our Bylaws
and applicable law, to delegate all or a portion of its duties and responsibilities to a subcommittee of the
Nominating and Corporate Governance Committee. The Nominating and Corporate Governance
Committee has not generally delegated any of its duties and responsibilities to subcommittees, but rather
has taken such actions as a committee, as a whole.
In making recommendations to the Board of Directors regarding compensation to be paid to our non-
employee directors, the Nominating and Corporate Governance Committee considers fees and other
compensation paid to directors of comparable public companies, the number of board and committee
meetings that our directors are expected to attend, and other factors that may be relevant. In making final
decisions regarding non-employee director compensation, the Board of Directors considers the same
factors and the recommendation of the Nominating and Corporate Governance Committee.
Meetings. The Nominating and Corporate Governance Committee met three times during fiscal 2024.
Director Nominations Process
Pursuant to a Director Nominations Process adopted by the Board of Directors, in selecting nominees for
the Board of Directors, the Nominating and Corporate Governance Committee first determines whether
the incumbent directors are qualified to serve, and wish to continue to serve, on the Board. The
Nominating and Corporate Governance Committee believes that NTIC and its stockholders benefit from
the continued service of qualified incumbent directors because those directors have familiarity with and
insight into NTIC’s affairs that they have accumulated during their tenure with NTIC. Appropriate
continuity of Board membership also contributes to the Board’s ability to work as a collective body.
Accordingly, it is the practice of the Nominating and Corporate Governance Committee, in general, to re-
nominate an incumbent director if the director wishes to continue his or her service with the Board, the
director continues to satisfy the criteria for membership on the Board that the Nominating and Corporate
Governance Committee generally views as relevant and considers in deciding whether to re-nominate an
incumbent director or nominate a new director, the Nominating and Corporate Governance Committee
believes the director continues to make important contributions to the Board, and there are no special,
countervailing considerations against re-nomination of the director.
Pursuant to a Director Nominations Process adopted by the Board of Directors, in identifying and
evaluating new candidates for election to the Board, the Nominating and Corporate Governance
Committee solicits recommendations for nominees from persons whom the Nominating and Corporate
Governance Committee believes are likely to be familiar with qualified candidates having the
qualifications, skills and characteristics required for Board nominees from time to time. Such persons
may include members of the Board of Directors and our senior management and advisors to NTIC. In
addition, from time to time, if appropriate, the Nominating and Corporate Governance Committee may
engage a search firm to assist it in identifying and evaluating qualified candidates.
The Nominating and Corporate Governance Committee reviews and evaluates each candidate whom it
believes merits serious consideration, taking into account available information concerning the candidate,
any qualifications or criteria for Board membership established by the Nominating and Corporate
Governance Committee, the existing composition of the Board, and other factors that it deems relevant.
In conducting its review and evaluation, the Nominating and Corporate Governance Committee solicits
the views of our management, other Board members, and other individuals it believes may have insight
into a candidate. The Nominating and Corporate Governance Committee may designate one or more of
its members and/or other Board members to interview any proposed candidate.
40
The Nominating and Corporate Governance Committee will consider recommendations for the
nomination of directors submitted by our stockholders. For more information, see the information set
forth under “Stockholder Proposals and Director Nominations for the 2026 Annual Meeting of
Stockholders ņ Director Nominations for 2026 Annual Meeting.” The Nominating and Corporate
Governance Committee will evaluate candidates recommended by stockholders in the same manner as
those recommended as stated above.
There are no formal requirements or minimum qualifications that a candidate must meet in order for the
Nominating and Corporate Governance Committee to recommend the candidate to the Board. The
Nominating and Corporate Governance Committee believes that each nominee should be evaluated based
on his or her merits as an individual, taking into account the needs of NTIC and the Board of Directors.
However, in evaluating candidates, there are a number of criteria that the Nominating and Corporate
Governance Committee generally views as relevant and is likely to consider. Some of these factors
include whether the candidate is an “independent director” under the Listing Rules of the Nasdaq Stock
Market and meets any other applicable independence tests under the federal securities laws and rules and
regulations of the SEC; whether the candidate is “financially literate” and otherwise meets the
requirements for serving as a member of an audit committee under the Listing Rules of the Nasdaq Stock
Market; whether the candidate is “financially sophisticated” under the Listing Rules of the Nasdaq Stock
Market and an “audit committee financial expert” under the federal securities laws and the rules and
regulations of the SEC; the needs of NTIC with respect to the particular talents and experience of its
directors; the personal and professional integrity and reputation of the candidate; the candidate’s level of
education and business experience; the candidate’s broad-based business acumen; the candidate’s level of
understanding of our business and its industry; the candidate’s ability and willingness to devote adequate
time to the work of the Board of Directors and its committees; the fit of the candidate’s skills and
personality with those of other directors and potential directors in building a board that is effective,
collegial and responsive to the needs of NTIC; whether the candidate possesses strategic thinking and a
willingness to share ideas; the candidate’s diversity of experiences, expertise, background and other
attributes; and the candidate’s ability to represent the interests of all stockholders and not a particular
interest group.
While we do not have a formal stand-alone diversity policy in considering whether to recommend any
director nominee, including candidates recommended by stockholders, and the Board of Directors has not
adopted a formal definition of diversity, the Board’s diversity is a consideration in the director nomination
process. As discussed above, the Nominating and Corporate Governance Committee considers the factors
described above, including the candidate’s diversity of experiences, expertise, background and other
attributes. The Nominating and Corporate Governance Committee seeks nominees with a broad diversity
of experience, expertise, backgrounds and other attributes, including diversity of age, gender, race,
ethnicity, education, skills, knowledge, and viewpoints. The Nominating and Corporate Governance
Committee does not assign specific weights to particular criteria and no particular criterion is necessarily
applicable to all prospective nominees. The Board of Directors believes that the backgrounds and
qualifications of directors, considered as a group, should provide a significant mix of experience,
knowledge and abilities that will allow the Board of Directors to fulfill its responsibilities.
For this year’s election of directors, the Board of Directors has nominated eight individuals, all of whom
are current directors. Collectively, these directors bring tremendous diversity to the Board. Each director
is a strategic thinker and has varying, specialized experience in the areas relevant to NTIC and its
businesses. Moreover, their collective experience covers a wide range of geographies and industries, and
roles in academia, corporate governance and government. The eight directors range in age from 57 to 76;
three of the eight directors are women; two are of Asian descent; one is of African descent; one is a
citizen of Brazil, one is a citizen of the Republic of Korea and one is a citizen of Germany.
41
Board Diversity Matrix
The Nasdaq listing requirements require each listed company to have, or explain why it does not have,
two diverse directors on the board, including at least one diverse director who self-identifies as female
and one diverse director who self-identifies as an underrepresented minority or LGBTQ+ (subject to the
exceptions). Our current Board composition is in compliance with the Nasdaq diversity requirement.
The table below provides certain highlights of the composition of our board members and nominees.
Each of the categories listed in the below table has the meaning as it is used in Nasdaq Rule 5605(f).
Board Diversity Matrix (As of November 19, 2024)
Total Number of Directors
8
Female
Male
Non-
Binary
Did Not
Disclosure
Gender
Part I: Gender Identity
Directors
3
5
—
—
Part II: Demographic Background
African American or Black
1
—
—
—
Alaskan Native or Native American
—
—
—
—
Asian
—
2
—
—
Hispanic or Latinx
—
—
—
—
Native Hawaiian or Pacific Islander
—
—
—
—
White
2
3
—
—
Two or More Races or Ethnicities
—
—
—
—
LGBTQ+
—
Did Not Disclose Demographic Background
—
Board Oversight of Risk
The Board of Directors as a whole has responsibility for risk oversight, with more in-depth reviews of
certain areas of risk being conducted by the relevant Board committees that report on their deliberations
to the full Board of Directors. The oversight responsibility of the Board and its committees is enabled by
management reporting processes that are designed to provide information to the Board about the
identification, assessment and management of critical risks and management’s risk mitigation strategies.
The areas of risk that we focus on include operational, financial (accounting, credit, liquidity and tax),
legal, compensation, competitive, cybersecurity, health, safety, environmental, economic, political and
reputational risks.
The standing committees of the Board of Directors oversee risks associated with their respective principal
areas of focus. The Audit Committee’s role includes a particular focus on the qualitative aspects of
financial reporting, on our processes for the management of business and financial risk, our financial
reporting obligations and for compliance with significant applicable legal, ethical and regulatory
requirements. The Audit Committee, along with management, is also responsible for developing and
participating in a process for review of important financial and operating topics that present potential
significant risk to NTIC. The Compensation Committee is responsible for overseeing risks and exposures
associated with our executive compensation programs and arrangements. The Nominating and Corporate
Governance Committee oversees risks relating to our corporate governance matters, director
compensation programs and director succession planning.
42
We recognize that a fundamental part of risk management is understanding not only the risks a company
faces and what steps management is taking to manage those risks, but also understanding what level of
risk is appropriate for NTIC. The involvement of the full Board of Directors each year in establishing our
key corporate business strategies and annual fiscal budget is a key part of the Board of Directors’
assessment of management’s appetite for risk and also a determination of what constitutes an appropriate
level of risk for NTIC.
We believe our current Board leadership structure is appropriate and helps ensure proper risk oversight
for NTIC for a number of reasons, including: (1) general risk oversight by the full Board of Directors in
connection with its role in reviewing our key business strategies and monitoring on an on-going basis the
implementation of our key business strategies; (2) more detailed oversight by our standing Board
committees that are currently comprised of and chaired by our independent directors, and (3) the focus of
our Chairman of the Board on allocating appropriate Board agenda time for discussion regarding the
implementation of our key business strategies and specifically risk management.
Board Oversight of Strategy
The Board of Directors oversees our strategic direction and business activities. Throughout the year, the
Board and management discuss our short and long-term business strategy. As part of our long-term
strategy, management typically formulates three-year financial targets against which performance is
reviewed by the Board. With respect to our short-term strategy, at the beginning of each fiscal year, our
management presents to the Board a proposed annual business plan for the year and receives input from
the Board and a final annual business plan is approved by the Board. At each subsequent regular board
meeting, the Board reviews our operating and financial performance relative to the annual business plan.
Board and Board Committee Evaluations
The Board of Directors recognizes that a thorough evaluation process is an important element of
corporate governance and enhances the effectiveness of the full Board and each committee. Therefore, it
is our practice to conduct annual Board and committee self-evaluations. Each year, the Nominating and
Corporate Governance Committee oversees the evaluation process to ensure that the full Board and each
committee conduct an assessment of their performance and solicit feedback for areas of improvement.
Evaluations include a variety of survey questions to which directors assign a score and open ended
questions and oral interviews. The evaluation results are then aggregated and shared with and discussed
by the full Board and each committee.
Code of Ethics
The Board of Directors has adopted a Code of Ethics, which applies to all of our directors, executive
officers, including our Chief Executive Officer and Chief Financial Officer, and other employees, and
meets the requirements of the SEC and the Nasdaq Stock Market. Our Code of Ethics is available on the
“Investor Relations—Corporate Governance” section of our corporate website www.ntic.com.
No Political Contributions
NTIC made no political contributions during fiscal 2024 and intends to make no political contributions in
the future.
43
Policy Regarding Director Attendance at Annual Meetings of Stockholders
Although a regular Board of Directors meeting is generally held on the day of each annual meeting of
stockholders, this meeting is typically held by video conference. It is the policy of the Board of Directors
that if a regular in-person Board of Directors meeting occurs on the day of the annual meeting of
stockholders, directors standing for re-election should attend the annual meeting of stockholders, if their
schedules permit. Since a video conference Board meeting was held on the day of last year’s annual
meeting of stockholders, the only directors who attended the meeting were Mr. Nigon and Mr. Lynch.
Complaint Procedures
The Audit Committee has established procedures for the receipt, retention and treatment of complaints
received by NTIC regarding accounting, internal accounting controls or auditing matters, and the
submission by our employees, on a confidential and anonymous basis, of concerns regarding questionable
accounting or auditing matters. We encourage our personnel with such concerns to discuss their concerns
with our outside legal counsel, who in turn will be responsible for informing the Audit Committee.
Stockholder Engagement
We are committed to a robust and proactive stockholder engagement program. The Board of Directors
values the perspectives of our stockholders, and feedback from stockholders on our business, corporate
governance, executive compensation, and sustainability practices are important considerations for Board
discussions throughout the year. Some of the actions we have taken in response to feedback from proxy
advisory firms and stockholders over the last several years are described below.
What We Heard
What We Did
Encourage Board refreshment
We added Cristina Pinho to our Board in January 2023
and rotated our Compensation Committee and
Nominating and Corporate Governance Committee
Chairs in November 2024.
Increase Board gender diversity
With the addition of Ms. Pinho, three of our eight
directors are female.
Increase stockholder influence over
director elections
We adopted a “plurality plus” vote standard for
uncontested director elections, with a director resignation
policy, instead of a simple plurality vote standard.
Align long-term incentives
We extended the vesting of our annual stock option
grants to three-year vesting in response to a concern
raised by one of our institutional stockholders.
Increase visibility of ESG principles
We adopted a Health, Safety and Environment Policy and
Human Rights Policy to formalize our approach and
further our goals with respect to these matters. We also
added an ESG section to our investor relations website to
increase visibility of our ESG efforts.
44
What We Heard
What We Did
Ensure the recovery of incentive
compensation based on incorrect
calculations or egregious behavior
We adopted a robust, Nasdaq-compliant clawback policy
which applies not only to financial restatements, but also
if a financial metric used to determine the vesting or
payment of compensation was calculated incorrectly or if
an executive engages in egregious conduct that is
substantially detrimental to NTIC.
Align the interests of executive officers and
directors with those of stockholders
We adopted stock ownership guidelines applicable to our
executive officers and directors to ensure that their
interests would be closely aligned with those of our
stockholders.
Process Regarding Stockholder Communications with Board of Directors
Stockholders may communicate with the Board of Directors or any one particular director by sending
correspondence, addressed to NTIC’s Corporate Secretary, Northern Technologies International
Corporation, 4201 Woodland Road, Circle Pines, MN 55014 with an instruction to forward the
communication to the Board of Directors or one or more particular directors. NTIC’s Corporate Secretary
will promptly forward all such stockholder communications to the Board of Directors or the one or more
particular directors, with the exception of any advertisements, solicitations for periodical or other
subscriptions and other similar communications.
45
DIRECTOR COMPENSATION
________________
Summary of Cash and Other Compensation
The table below provides summary information concerning the compensation of each individual who
served as a director of NTIC during the fiscal year ended August 31, 2024, other than G. Patrick Lynch,
our President and Chief Executive Officer, who was not compensated separately for serving on the Board
of Directors during fiscal 2024. His compensation during fiscal 2024 for serving as an executive officer
of NTIC is set forth under “Executive Compensation” included elsewhere in this proxy statement.
DIRECTOR COMPENSATION – FISCAL 2024
Name
Fees Earned or
Paid in Cash ($)
Option
Awards ($)(1)(2)
All Other
Compensation ($)(3)
Total ($)
Nancy E. Calderon ....................... $
46,500 $
50,000
$
— $
96,500
Sarah E. Kemp .............................
36,000
50,000
—
86,000
Sunggyu Lee, Ph.D. .....................
34,000
50,000
—
84,000
Ramani Narayan, Ph.D. ...............
31,000
50,000
144,000
225,000
Richard J. Nigon ..........................
58,500
60,000
—
118,500
Cristina Pinho...............................
34,000
50,000
—
84,000
Konstantin von Falkenhausen ......
45,500
50,000
—
95,500
_____________________
(1)
The amounts in this column do not reflect the compensation actually received by the directors nor do they
reflect the actual value that will be recognized by the directors. Instead, the amounts reflect the grant date
fair value for option grants made by us in fiscal 2024, as calculated in accordance with FASB ASC Topic
718.
On September 1, 2023, each of our then current directors, other than Mr. Lynch, received a stock option to
purchase 9,921 shares of our common stock at an exercise price of $13.25 per share granted under the
Northern Technologies International Corporation Amended and Restated 2019 Stock Incentive Plan, the
material terms of which are described in more detail under “Executive Compensation—Stock Incentive
Plans.” These options vested in full on September 1, 2024 and will expire on August 31, 2033 or earlier in
the case of a director whose service as a director is terminated prior to such date. In addition, on
September 1, 2023, Mr. Nigon received an additional stock option to purchase 1,984 shares of our common
stock in consideration for his service as Chairman of the Board. The terms of this stock option are identical
to the other director stock options granted on that date. See “—Non-Employee Director Compensation
Program—Stock Options.” The grant date fair value associated with these awards and as calculated in
accordance with FASB ASC Topic 718 is determined based on our Black-Scholes option pricing model.
The grant date fair value per share for the options granted on September 1, 2023 was $13.25 and was
determined using the following specific assumptions: risk free interest rate: 4.23%; expected life:
10.0 years; expected volatility: 46.1%; and expected dividend yield: 0%.
(2)
The table below provides information regarding the aggregate number of options to purchase shares of our
common stock outstanding at August 31, 2024 and held by each of the directors listed in the Director
Compensation Table. Note that because of the grant date, neither the Director Compensation Table nor the
table below reflect option or RSU grants on September 1, 2024. In addition, note that no RSUs were
granted to any of our non-employee directors during the fiscal year ended August 31, 2024 or held by any
of our non-employee directors as of August 31, 2024. See “—Non-Employee Director Compensation
Program—Equity Awards.”
46
Name
Aggregate Number
Of Securities
Underlying Options
Exercisable/
Unexercisable
Exercise
Price(s)
Expiration
Date(s)
Nancy E. Calderon ..............
51,481
41,560/9,921
$ 8.24 – 16.97
10/21/2029 – 08/31/2033
Sarah E. Kemp ....................
51,481
41,560/9,921
$ 8.24 – 16.97
10/21/2029 – 08/31/2033
Sunggyu Lee, Ph.D. ................
20,230
10,309/9,921
$11.38 – 13.25
08/31/2032 – 08/31/2033
Ramani Narayan, Ph.D. ...........
32,635
22,714/9,921
$ 11.38 – 18.23
08/31/2028 – 08/31/2033
Richard J. Nigon......................
108,478
96,573/11,905
$ 6.70 – 18.23
08/31/2025 – 08/31/2033
Cristina Pinho ..........................
15,432
5,511/9,921
$ 12.95 – 13.25
01/19/2033 – 08/31/2033
Konstantin von Falkenhausen .
84,398
74,477/9,921
$ 6.70 – 18.23
08/31/2025 – 08/31/2033
(3)
We do not provide perquisites or other personal benefits to our directors. The amounts reflected for
Dr. Narayan reflects consulting fees paid during the fiscal year ended August 31, 2024, as described in
more detail below under “—Consulting Agreement.”
Non-Employee Director Compensation Program
Overview. Our non-employee directors for the purposes of our director compensation program currently
consist of Nancy E. Calderon, Sarah E. Kemp, Sunggyu Lee, Ph.D., Ramani Narayan, Ph.D., Richard J.
Nigon, Cristina Pinho and Konstantin von Falkenhausen.
We use a combination of cash and long-term equity-based incentive compensation in the form of annual
stock option or RSU grants to attract and retain qualified candidates to serve on the Board of Directors.
In setting non-employee director compensation, we follow the processes and procedures described under
“Corporate Governance—Nominating and Corporate Governance Committee—Processes and
Procedures for the Determination of Director Compensation.”
Cash Retainers and Meeting Fees. Each of our non-employee directors receives annual cash retainers and
meeting fees. The following table sets forth the annual cash retainers paid to our non-employee directors
during fiscal 2024:
Description
Annual Cash
Retainer
Non-employee Board Member ............................................................................. $
25,000
Chairman of the Board ..........................................................................................
15,000
Audit Committee Chair .........................................................................................
5,000
Audit Committee Member (including Chair) .......................................................
4,500
Compensation Committee Chair ...........................................................................
4,000
Compensation Committee (including Chair) .......................................................
3,000
Nominating and Corporate Governance Committee Chair ...................................
2,000
Nominating and Corporate Governance Committee (including Chair) ................
3,000
Each of our non-employee directors also receives $1,000 for each Board, Board committee and strategy
review meeting attended. No director, however, earns more than $1,000 per day in Board, Board
committee and strategy review meeting fees.
Equity Awards. Pursuant to our non-employee director compensation program, each non-employee
director who is expected to stand for re-election at the next annual meeting of stockholders, is granted a
ten-year non-qualified option to purchase $50,000 in shares of our common stock, or if a director so
elects, $50,000 in restricted stock units, on the first day of each fiscal year in consideration for his or her
service as a director of NTIC, and the Chairman of the Board is automatically granted an additional ten-
year non-qualified option to purchase $10,000 in shares of our common stock, or if the Chairman of the
47
board so elects, $10,000 in RSUs, on the first day of each fiscal year in consideration for his or her
services as Chairman. In addition, each new non-employee director is automatically granted a ten-year
non-qualified option to purchase a pro rata portion of $50,000 shares of our common stock calculated by
dividing the number of months remaining in the fiscal year at the time of election or appointment by
12 on the date the director is first elected or appointed as a director of NTIC. The number of shares of
common stock underlying the options or RSUs is determined based on the grant date fair value of the
options or RSUs. Each option vests and becomes exercisable in full on the one-year anniversary of the
grant date. The exercise price of such options is equal to the fair market value of a share of NTIC’s
common stock on the grant date. RSUs also vest on the one-year anniversary of the grant date.
Under the terms of our stock incentive plan, unless otherwise provided in a separate agreement or
modified in connection with the termination of a director’s service, if a director’s service with NTIC
terminates for any reason, the unvested portion of any stock options then held by the director will
immediately terminate and the director’s right to exercise the then vested portion of the options will:
x
immediately terminate if the director’s service relationship with NTIC terminated for
“cause”;
x
continue for a period of 12 months if the director’s service relationship with NTIC terminates
as a result of the director’s death, disability or retirement; or
x
continue for a period of three months if the director’s service relationship with NTIC
terminates for any reason, other than for cause or upon the director’s death, disability or
retirement.
In addition, under the terms of our stock incentive plan, unless otherwise provided in a separate
agreement or modified in connection with the termination of a director’s service, if a director’s service
with NTIC terminates for any reason, the unvested portion of any RSUs held by such director will be
terminated and forfeited immediately.
We refer you to note (1) to the “Director Compensation Table” for a summary of all option grants to our
non-employee directors during the fiscal year ended August 31, 2024 and note (2) to the “Director
Compensation Table” for a summary of all options to purchase shares of our common stock held by our
non-employee directors as of August 31, 2024. No RSUs were granted to any of our non-employee
directors during the fiscal year ended August 31, 2024 or held by any of our non-employee directors as of
August 31, 2024.
Reimbursement of Expenses. All of our directors are reimbursed for travel expenses for attending
meetings and other miscellaneous out-of-pocket expenses incurred in performing their Board of Directors
functions.
Consulting Agreement
We are party to a consulting agreement with Bioplastic Polymers LLC, an entity owned by one of our
directors, Ramani Narayan, Ph.D., pursuant to which Dr. Narayan provides certain consulting services to
us relating to our Natur-Tec® business and bioplastics program. The agreement sets out terms for clear
separation between Dr. Narayan’s work at Michigan State University and any related inventions and his
work with us and related inventions. In exchange for the consulting services, we pay Bioplastic Polymers
LLC $12,000 per month. Unless terminated earlier, the agreement will terminate by its terms on
January 11, 2027. Either party may terminate the agreement upon 30 days prior written notice and the
agreement will terminate automatically upon Dr. Narayan’s death or a disability that prevents him from
performing services under the agreement. We paid Bioplastic Polymers LLC $144,000 in consulting fees
during the fiscal year ended August 31, 2024.
48
EXECUTIVE COMPENSATION
________________
Compensation Review
In this Compensation Review, we describe the key principles and approaches we use to determine
elements of compensation paid to, awarded to and earned by G. Patrick Lynch, who serves as our
President and Chief Executive Officer (referred to as our “CEO”), and Matthew C. Wolsfeld, who serves
as our Chief Financial Officer (referred to as our “CFO”). Their compensation is set forth in the
Summary Compensation Table found later in this proxy statement. The CEO and CFO are the only two
individuals who have been designated by our Board of Directors as “executive officers” of NTIC within
the meaning of the federal securities laws. This Compensation Review should be read in conjunction
with the accompanying compensation tables, corresponding notes and narrative discussion, as they
provide additional information and context to our compensation disclosures. We refer to the CEO and
CFO in this proxy statement as our “named executive officers” or “executives.”
When reading this Compensation Review, please note that we are a “smaller reporting company” under
the federal securities laws and are not required to provide a “Compensation Discussion and Analysis” of
the type required by Item 402 of Regulation S-K. This Compensation Review is intended to supplement
the SEC-required disclosure, which is included below this section, and it is not a Compensation
Discussion and Analysis.
Executive Summary
One of our key executive compensation objectives is to link pay to performance by aligning the financial
interests of our executives with those of our stockholders and by emphasizing pay for performance in our
compensation programs. We believe we accomplish this objective primarily through our annual bonus
plan, which compensates executives for achieving annual corporate financial goals and individual goals.
Our fiscal 2024 total net sales increased 6.5% to a record $85.1 million compared to fiscal 2023 and
NTIC incurred net income attributable to NTIC of $5.4 million, or $0.55 per diluted common share, for
fiscal 2024 compared to net income attributable to NTIC of $2.9 million, or $0.30 per diluted common
share, for fiscal 2023.
Compensation Highlights and Best Practices
Our compensation practices include many best pay practices that support our executive compensation
objectives and principles and benefit our stockholders, such as the following:
x
Pay for performance. We tie compensation directly to financial performance. Our annual
bonus plan pays out only if a certain minimum adjusted earnings threshold is met, and the
payouts are completely dependent upon our actual adjusted earnings.
x
At-risk pay. A significant portion of executives’ compensation is “performance-based” or “at
risk.” For fiscal 2024, approximately 45.3% of total compensation for our named executive
officers was performance-based, assuming grant date fair values for equity awards.
x
Equity-based pay. A significant portion of executives’ compensation is “equity-based” and in
the form of stock-based incentive awards. For fiscal 2024, approximately 24.1% of total
compensation for our named executive officers was equity-based, assuming grant date fair
values for equity awards.
49
x
Clawback policy. We maintain a robust, Nasdaq-compliant clawback policy pursuant to
which we are required to recover erroneously paid compensation from current or former
executive officers in the event of certain financial restatements as provided under the Nasdaq
rules. This policy also provides that we may recover certain incentive compensation,
including all equity awards, if a financial metric used to determine the vesting or payment of
compensation was calculated incorrectly, whether or not a restatement occurs, or if an
executive engages in egregious conduct that is substantially detrimental to NTIC. In addition,
our stock incentive plan and related award agreements include a “clawback” mechanism to
recoup incentive compensation if it is determined that executives engaged in certain conduct
adverse to our interests.
x
No tax gross-ups. We do not provide any tax “gross-up” payments in connection with any
compensation, benefits or perquisites provided to our executives.
x
Limited perquisites. We provide only limited perquisites to our executives.
x
Stock ownership guidelines. We maintain stock ownership guidelines that allow us to ensure
that the interests of our executive officers are closely aligned with those of our stockholders.
x
No hedging or pledging. We prohibit our executives from engaging in hedging transactions,
such as short sales, transactions in publicly traded options, such as puts, calls and other
derivatives, and pledging our common stock in any significant respect.
Say-on-Pay Vote
At our 2024 Annual Meeting of Stockholders, our stockholders had the opportunity to provide an
advisory vote on the compensation paid to our named executive officers, or a “say-on-pay” vote. Of the
votes cast by our stockholders, approximately 86% were in favor of our “say-on-pay” proposal.
Accordingly, the Compensation Committee generally believes that these results affirmed stockholder
support of our approach to executive compensation and did not believe it was necessary to make, and
therefore has not made, any changes to our executive pay program solely in response to that vote. In
accordance with the result of the advisory vote on the frequency of the say-on-pay vote, which was
conducted at our 2020 Annual Meeting of Stockholders, our Board of Directors has determined that we
will conduct an executive compensation advisory vote every year. Accordingly, the next say-on-pay vote
will occur next year at our 2026 Annual Meeting of Stockholders. Our next vote on the frequency of the
say-on-pay vote will also occur next year at our 2026 Annual Meeting of Stockholders.
Executive Compensation Objectives
Our guiding compensation philosophy is to maintain an executive compensation program that allows us
to attract, retain, motivate and reward qualified and talented executives that will enable us to grow our
business, achieve our annual, long-term and strategic goals and drive long-term stockholder value.
The following core principles provide a framework for our executive compensation program:
x
Align interests of our executives with stockholder interests;
x
Integrate compensation with our business plans and strategic goals;
x
Link amount of compensation to both company and individual performance; and
x
Provide fair and competitive compensation opportunities that attract and retain executives.
50
How We Make Compensation Decisions
There are several elements to our executive compensation decision-making, which we believe allow us to
most effectively implement our compensation philosophy. Each of these elements and their roles are
described briefly below.
Role of the Compensation Committee. The Compensation Committee, which is comprised solely of
independent directors, oversees our executive compensation program. Within its duties, the
Compensation Committee recommends compensation for the CEO and CFO. In doing so, the
Compensation Committee:
x
Approves and recommends that the Board approve the total executive compensation package
for each executive, including his base salary, annual bonus payout and annual stock option
awards;
x
Approves and recommends that the Board approve the terms of our annual bonus plan;
x
Approves and recommends that the Board approve annual stock option grants;
x
Evaluates market competitiveness of our executive compensation program; and
x
Evaluates proposed significant changes to all other elements of our executive compensation
program.
In setting or recommending executive compensation for our executives, the Compensation Committee
considers the following primary factors:
x
each executive’s position within NTIC and the level of responsibility;
x
the ability of the executive to impact key business initiatives;
x
the executive’s individual experience and qualifications;
x
company performance, as compared to specific pre-established objectives;
x
individual performance, generally and as compared to specific pre-established objectives;
x
the executive’s current and historical compensation levels;
x
advancement potential and succession planning considerations;
x
an assessment of the risk that the executive would leave NTIC and the harm to our business
initiatives if the executive left;
x
the retention value of executive equity holdings, including outstanding stock options;
x
the dilutive effect on the interests of our stockholders of long-term equity-based incentive
awards; and
x
anticipated share-based compensation expense as determined under applicable accounting
rules.
The Compensation Committee also considers the recommendations of the CEO with respect to executive
compensation to be paid to other executives and employees. The significance of any individual factor
described above in setting executive compensation will vary from year to year and may vary among our
executives. In making its final decision regarding the form and amount of compensation to be paid to our
named executive officers (other than the CEO), the Compensation Committee considers and gives great
51
weight to the recommendations of the CEO recognizing that due to his reporting and otherwise close
relationship with each executive and employee, the CEO often is in a better position than the
Compensation Committee to evaluate the performance of each executive (other than himself). In making
its final decision regarding the form and amount of compensation to be paid to the CEO, the
Compensation Committee considers the results of the CEO’s self-review and his individual annual
performance review by the Compensation Committee and the recommendations of our non-employee
directors. The CEO’s compensation is approved by the Board of Directors (with the CEO abstaining),
upon recommendation of the Compensation Committee.
Role of Management. Management’s role is to provide current compensation information to the
Compensation Committee and provide analysis and recommendations on executive compensation to the
Compensation Committee based on the executive’s level of professional experience; the executive’s
duties and responsibilities; individual performance; tenure; and historic corporate performance. None of
our executives, including the CEO, provides input or recommendations with respect to his own
compensation.
Use of Market Data. Since there are no public companies of which NTIC is aware that are substantially
similar to NTIC, in terms of its business, industry and corporate profile, the Compensation Committee has
not used market data to review and evaluate executive compensation in any material respect. However,
the Compensation Committee has historically used a group of peer companies with a market
capitalization similar to NTIC and either in a similar industry or located in Minnesota.
Elements of Our Executive Compensation Program
Our executive compensation program for the fiscal year ended August 31, 2024 consisted of the following
key elements:
x
Base salary;
x
Annual incentive compensation;
x
Long-term equity-based incentive compensation, in the form of stock options; and
x
All other compensation, including health and welfare benefits, retirement plans and
perquisites.
The table below provides some of the key characteristics of and purpose for each element along with
some key actions taken during fiscal 2024.
Element
Key Characteristics
Purpose
Key Fiscal 2024 Actions
Base Salary A fixed amount, paid in
cash and reviewed
annually and,
if appropriate, adjusted.
Provide a source of fixed
income that is competitive and
reflects scope and responsibility
of the position held.
Our named executive officers
received a 2.0% increase
to their fiscal 2023 annual
base salaries.
52
Element
Key Characteristics
Purpose
Key Fiscal 2024 Actions
Annual
Incentive
A variable, short-term
element of compensation
that is typically payable in
cash and is based on
Adjusted EBITOI and
individual performance
goals.
Motivate and reward our
executives for achievement of
annual business results intended
to drive overall company
performance.
Messrs. Lynch and Wolsfeld
received bonuses in the
amount of $429,884 and
$317,740, respectively, in
each case representing 85.4%
of their annual base salary. A
portion of the annual incentive
earned for fiscal 2024 was
paid in the form of a stock
option grant made at the
beginning of fiscal 2024,
resulting in cash bonuses of
$201,164 for Mr. Lynch and
$148,686 for Mr. Wolsfeld.
Long-Term
Equity-
Based
Incentive
A variable, long-term
element of compensation
that is provided in the form
of stock options. Stock
options are time-based and
vest annually over three
years.
Align the interests of our
executives with the long-term
interests of our stockholders;
promote stock ownership and
create significant incentives for
executive retention.
No significant changes were
made.
The fiscal 2024 stock option
grant was intended as partial
payout of the fiscal 2024
annual bonus program.
Health and
Welfare
Benefits
Includes health, dental and
life insurance.
Provide competitive health and
welfare benefits at a reasonable
cost and promote employee
health.
No significant changes were
made.
Retirement
Plans
Includes a 401(k) plan.
We do not provide pension
arrangements or post-
retirement health coverage
for our executives or
employees. We also do
not provide any
nonqualified defined
contribution or other
deferred compensation
plans.
Provide an opportunity for
employees to save and prepare
financially for retirement.
No significant changes were
made.
Perquisites Includes use of a company-
owned automobile. We do
not provide any other
perquisites to our
executives.
Assist in the attraction and
retention of executives.
No significant changes were
made.
We describe each key element of our executive compensation program in more detail in the following
pages, along with the compensation decisions made in fiscal 2024.
53
Base Salary. We provide a base salary for our named executive officers, which, unlike some of the other
elements of our executive compensation program, is not subject to company or individual performance
risk. We recognize the need for most executives to receive at least a portion of their total compensation in
the form of a guaranteed base salary that is paid in cash regularly throughout the year.
We initially fix base salaries for our executives at a level that we believe enables us to hire and retain
them in a competitive environment and to reward satisfactory individual performance and a satisfactory
level of contribution to our overall business objectives. The Compensation Committee reviews base
salaries for our named executive officers each year typically in August and generally recommends to the
Board of Directors any increases for the following fiscal year in August. Any increases in base salaries
are effective as of September 1.
The Compensation Committee’s recommendations to the Board of Directors regarding the base salaries of
our named executive officers are based on a number of factors, including: the executive’s level of
responsibility, prior experience and base salary for the prior year, the skills and experiences required by
the position, length of service with NTIC, past individual performance, cost of living increases and other
considerations the Compensation Committee deems relevant. The Compensation Committee also
recognizes that in addition to the typical responsibilities and duties held by our executives, by virtue of
their positions, our executives, due to the small number of our executives and employees, often possess
additional responsibilities and perform additional duties that would be typically delegated to others in
most organizations with additional personnel and resources.
Annualized base salary rates for fiscal 2023 and fiscal 2024 for our named executive officers were as
follows:
Name
Fiscal
2023
Fiscal
2024
% Change From
Fiscal 2023
G. Patrick Lynch ......................
$ 493,735
$ 503,610
2.0%
Matthew C. Wolsfeld ................
364,935
372,233
2.0%
The Board of Directors, upon recommendation of the Compensation Committee, recently set base salaries
for fiscal 2025. Both Mr. Lynch’s and Mr. Wolsfeld’s base salaries for fiscal 2025 increased by 4.0% of
their respective base salaries for fiscal 2024.
Annual Incentive Compensation. In addition to base compensation, we provide our named executive
officers the opportunity to earn annual incentive compensation based on the achievement of certain
company and individual related performance goals. Our annual bonus program, along with our stock
ownership guidelines, directly aligns the interests of our executive officers and stockholders by providing
an incentive for the achievement of key corporate and individual performance measures that are critical to
the success of NTIC and linking a significant portion of each executive’s annual compensation to the
achievement of such measures.
Under the annual bonus plan for fiscal 2024, the total amount available under the bonus plan for all plan
participants, including our two executive officers, as in past years, was a percent (25%) of NTIC’s
earnings before interest, taxes and other income, as adjusted to take into account amounts to be paid under
the bonus plan and certain other adjustments (referred to as “Adjusted EBITOI”). For fiscal 2024, the
other adjustments included amounts paid under NTIC’s sales and management bonus plan and profit
sharing plan and a portion of stock-based compensation expense. As in past years, for fiscal 2024, for
each named executive officer participant, 75% of the amount of their individual bonus payout was
determined based upon their individual allocation percentage of the total amount available under the
54
bonus plan, and 25% of their individual payout was determined based upon their achievement of certain
pre-established but more qualitative individual performance objectives.
A plan participant’s individual allocation percentage of the total amount available under the bonus plan
was based on the number of plan participants (which for fiscal 2024 was seven participants), the
individual’s annual base salary for fiscal 2024 and the individual’s position and level of responsibility
within NTIC. Individual allocation percentages ranged from approximately 5% to 22%. Mr. Lynch’s
individual allocation percentage for fiscal 2024 was approximately 22% and Mr. Wolsfeld’s individual
allocation percentage for fiscal 2024 was approximately 17% of a total cash management bonus pool of
approximately $894,984.
Mr. Lynch’s individual performance objectives for fiscal 2024 related primarily to NTIC’s infrastructure
backbone, enterprise software platform and artificial intelligence strategy, oversight of ZERUST®
Industrial and oil and gas sales and marketing, management of pending litigation, improvement and
maintenance of key joint venture relationships, improvement and maintenance of investor relations and
retention and improvement of key personnel. Mr. Wolsfeld’s individual performance objectives for fiscal
2024 related primarily to investor relations, subsidiary gross margins, operating margins and profitability,
qualified suppliers and management of NTIC’s enterprise software platform. In the case of both
Mr. Lynch and Mr. Wolsfeld, the Compensation Committee determined each executive achieved his
individual performance objectives at a 100% achievement level.
Mr. Lynch received a total cash bonus of $201,164 for fiscal 2024 and Mr. Wolsfeld received a total
bonus of $148,686 for fiscal 2024. Additionally, a portion of the annual bonus earned was paid in the
form of a stock option grant on September 1, 2023.
The structure and material terms of our annual bonus plan for fiscal 2025 are similar to the annual bonus
plan for fiscal 2024. As in past years, the payment of bonuses under the plan for fiscal 2025 will be
discretionary and may be paid to participants in cash and/or shares of NTIC common stock.
Long-Term Equity-Based Incentive Compensation. The long-term equity-based incentive compensation
component of our executive compensation program consists of annual option grants to our executives and
certain other employees. The stock options are typically granted on the first business day of each fiscal
year.
Accordingly, on September 1, 2023, NTIC granted Mr. Lynch an option to purchase 45,381 shares of
common stock and Mr. Wolsfeld an option to purchase 33,543 shares of common stock. These options
vest annually over three years. More recently, on September 1, 2024, NTIC granted Mr. Lynch an option
to purchase 44,858 shares of common stock and Mr. Wolsfeld an option to purchase 33,156 shares of
common stock. These stock options also vest annually over three years.
In determining the number of stock options to grant to our executives and other employees, the Board of
Directors, upon recommendation of the Compensation Committee, considered the anticipated amount to
be earned under the annual bonus plan and a portion of which it preferred to pay out in the form of a stock
option grant and the total amount of stock-based compensation expense budgeted for such options and
divided that amount by the grant date fair value per share to obtain a total option pool. Of the total option
pool, the number of options to be granted to each executive and employee receiving options was then
determined based on the individual’s base salary as a percentage of the total aggregate base salaries of all
executive and employees receiving option grants.
The Compensation Committee’s primary objectives with respect to long-term equity-based incentive
compensation, along with our stock ownership guidelines, are to align the interests of our executives with
55
the long-term interests of our stockholders, promote stock ownership and create significant incentives for
executive retention. Long-term equity-based incentives are intended to comprise a significant portion of
each executive’s compensation package, consistent with our executive compensation objective to align
the interests of our executives with the interests of our stockholders. For fiscal 2024, equity-based
compensation comprised approximately 24.1% of the total compensation for Mr. Lynch and Mr. Wolsfeld,
assuming grant date fair value for equity awards. All equity-based compensation granted to our
executives and other employees is granted under our then current stockholder-approved stock incentive
plan.
The Compensation Committee uses stock options as opposed to other equity-based incentive awards since
the Compensation Committee believes that options effectively incentivize executives to maximize
company performance, as the value of awards is directly tied to an appreciation in the value of our
common stock. Stock options also provide an effective retention mechanism because of vesting
provisions. An important objective of our long-term equity-based incentive program is to strengthen the
relationship between the long-term value of our common stock and the potential financial gain for our
executives. Stock options provide recipients with the opportunity to purchase our common stock at a
price fixed on the grant date regardless of future market price. The vesting of our stock options is time-
based – over three years and previously upon the one-year anniversary of the date of grant. Our policy is
to grant options only with an exercise price equal to or more than the fair market value of our common
stock on the grant date. Under the terms of our incentive plan, fair market value is defined as the mean
between the reported high and low sale prices of our common stock as of the grant date at the end of the
regular trading session, as reported on the Nasdaq Global Market. Because stock options become valuable
only if the share price increases above the exercise price and the option holder remains employed during
the period required for the option to vest, they provide an incentive for an executive to remain employed.
In addition, stock options link a portion of an employee’s compensation to the interests of our
stockholders by providing an incentive to achieve corporate goals and increase the market price of our
common stock over the vesting period.
Through the grant of stock options, we seek to align the long-term interests of our executives with the
long-term interests of our stockholders by creating a strong and direct link between compensation and
long-term stockholder return. When our executives deliver returns to our stockholders, in the form of
increases in our stock price or otherwise, stock options permit an increase in their compensation. We also
believe that stock options enable our executives to achieve meaningful equity ownership in NTIC and
enable us to attract, retain and motivate our executives by maintaining competitive levels of total
compensation.
As described in more detail below, we maintain stock ownership guidelines to align the interests of our
executives with the interests of our stockholders, and under the terms of our insider trading policy, our
executives are prohibited from engaging in any hedging or significant pledging of their shares of our
common stock.
All Other Compensation. It is generally our policy not to extend significant perquisites to our executives
that are not available to our employees generally. The only significant perquisite that we provide to our
executives is the personal use of a company-owned vehicle. Our executives also receive benefits, which
are also received by our other employees, including participation in the Northern Technologies
International Corporation 401(k) Plan and health, dental and life insurance benefits. Under the 401(k)
plan, all eligible participants, including our executives, may voluntarily request that we reduce his or her
pre-tax compensation by up to 10% (subject to certain special limitations) and contribute such amounts to
a trust. We typically contribute an amount equal to 50% of the first 7% of the amount that each
participant contributed under this plan. We do not provide pension arrangements or post-retirement
56
health coverage for our executives or employees. We also do not provide any nonqualified defined
contribution or other deferred compensation plans.
Change in Control and Post-Termination Severance Arrangements
Change in Control Arrangements. To encourage continuity, stability and retention when considering the
potential disruptive impact of an actual or potential corporate transaction, we have established change in
control arrangements, including provisions in our stock incentive plans and written employment
agreements with our executives. These arrangements are designed to incentivize our executives to remain
with NTIC in the event of a change in control or a potential change in control.
Under the terms of our stock incentive plans and the individual award documents provided to recipients of
awards under those plans, all stock options become immediately vested and exercisable upon the
completion of a change in control of NTIC. For more information, see “—Potential Payments Upon
Termination or Change in Control—Change in Control Arrangements.” Thus, the immediate vesting of
stock options is triggered by the change in control, itself, and thus is known as a “single trigger” change
in control arrangement. We believe these “single trigger” equity acceleration change in control
arrangements provide important retention incentives during what can often be an uncertain time for
executives. They also provide executives with additional monetary motivation to focus on and complete a
transaction that the Board of Directors believes is in the best interests of our stockholders rather than to
seek new employment opportunities. If an executive were to leave before the completion of the change in
control, non-vested options held by the executive would terminate.
In addition, we have entered into employment agreements with our named executive officers to provide
certain payments and benefits in the event of a change in control, which are payable only in the event
their employment is terminated in connection with the change in control (“double-trigger” provisions).
These change in control protections provide consideration to executives for certain restrictive covenants
that apply following termination of employment and provide continuity of management in connection
with a threatened or actual change in control transaction. If an executive’s employment is terminated
without “cause” or by the executive for “good reason” (as defined in the employment agreements) within
24 months following a change in control, the executive will be entitled to receive a lump sum payment
equal to two times, in the case of the CEO, and one and one-half times, in the case of the CFO, his
average total annual compensation for the two most recently completed fiscal years. The average total
annual compensation will be determined based on the calculation used to determine total compensation in
the Summary Compensation Table. Accordingly, it will not include equity gains; only, the grant date fair
value of equity grants. Additionally, each of the CEO and CFO is eligible to receive a pro rata portion of
the target bonus that the executive otherwise would have been eligible to receive under our bonus plan for
the fiscal year during which the executive’s employment is terminated, with such pro rata portion based
on the number of completed months during the fiscal year that the executive was employed with NTIC.
These arrangements, and a quantification of the payment and benefits provided under these arrangements,
are described in more detail under “—Potential Payments Upon Termination or Change in Control—
Change in Control Arrangements.” Other than the immediate acceleration of equity-based awards, which
we believe aligns our executives’ interests with those of our stockholders by allowing executives to
participate fully in the benefits of a change in control as to all of their equity, in order for a named
executive officer to receive any other payments or benefits as a result of a change in control of NTIC,
there must be a termination of the executive’s employment, either by us without cause or by the executive
for good reason. The termination of the executive’s employment by the executive without good reason
will not give rise to additional payments or benefits either in a change in control situation or otherwise.
Thus, these additional payments and benefits will not just be triggered by a change in control, but also
will require a termination event not within the control of the executive, and thus are known as “double
trigger” change in control arrangements. As opposed to the immediate acceleration of stock options, we
57
believe that other change in control payments and benefits should properly be tied to termination
following a change in control, given the intent that these amounts provide economic security to ease the
executive’s transition into new employment.
We believe these change in control arrangements are an important part of our executive compensation
program in part because they mitigate some of the risk for executives working in a smaller company
where there is a meaningful risk that NTIC may be acquired. Change in control benefits are intended to
attract and retain qualified executives who, absent these arrangements and in anticipation of a possible
change in control of NTIC, might consider seeking employment alternatives to be less risky than
remaining with NTIC through the transaction. We believe that relative to NTIC’s overall value, our
potential change in control benefits are relatively small. We also believe that the form and amount of
these change in control benefits are fair and reasonable to both NTIC and our executives. The
Compensation Committee reviews our change of control arrangements periodically to ensure that they
remain necessary and appropriate.
Other Severance Arrangements. Each of our named executive officers is entitled to receive severance
benefits upon certain other qualifying terminations of employment, other than a change in control,
pursuant to the provisions of such executive’s employment agreement. These severance arrangements are
primarily intended to retain our executives and provide consideration to those executives for certain
restrictive covenants that apply following termination of employment. Additionally, we entered into the
employment agreements because they provide us valuable protection by subjecting the executives to
restrictive covenants that prohibit the disclosure of confidential information during and following their
employment and limit their ability to engage in competition with us or otherwise interfere with our
business relationships following their termination of employment. For more information on our
employment agreements and severance arrangements with our named executive officers, see the
discussions below under “—Summary Compensation—Employment Agreements” and “—Potential
Payments Upon a Termination or Change in Control.”
We believe that the form and amount of these severance benefits are fair and reasonable to both NTIC and
our executives. The Compensation Committee reviews our severance arrangements periodically to ensure
that they remain necessary and appropriate.
Stock Ownership Guidelines
We maintain stock ownership guidelines that are intended to align the interests of our executive officers
with those of our stockholders. As of the date of this proxy statement, each of our executive officers
required to meet the stock ownership guidelines had met such guideline. The stock ownership guidelines
for our executive officers are as follows:
Position
Guideline
Chief Executive Officer
6x annual base salary
Other Executive Officers
3x annual base salary
Hedging and Pledging Policies
Our insider trading policy prohibits NTIC directors, officers, employees, consultants and their immediate
family members, other household members and controlled entities from engaging in hedging or
monetization transactions that hedge or offset, or are designed to hedge or offset, any decrease in the
market value of NTIC securities, including, without limitation, prepaid variable forward contracts, equity
swaps, collars and exchange funds. In addition, our insider trading policy limits the ability of the
individuals listed above to pledge NTIC securities. NTIC securities may only be pledged in an
58
insignificant manner if the individual has a compelling reason for the pledge and is able to demonstrate
the financial capacity to repay the loan without resort to the pledged securities. The proposed transaction
must be submitted at least two weeks prior to its proposed execution in order for the Chief Financial
Officer to review and approve the transaction.
Clawback Policy
We maintain a robust, Nasdaq-compliant clawback policy pursuant to which we are required to recover
erroneously paid compensation from current or former executive officers in the event of certain financial
restatements as provided under the Nasdaq rules. This policy also provides that we may recover certain
incentive compensation, including all equity awards, if a financial metric used to determine the vesting or
payment of compensation was calculated incorrectly, whether or not a restatement occurs, or if an
executive engages in egregious conduct that is substantially detrimental to NTIC. In addition, our stock
incentive plan and related award agreements include a “clawback” mechanism to recoup incentive
compensation if it is determined that executives engaged in certain conduct adverse to our interests.
Summary of Cash and Other Compensation
The table below provides summary information concerning all compensation awarded to, earned by or
paid to named executive officers. G. Patrick Lynch, our President and Chief Executive Officer, serves as
our principal executive officer, and Matthew C. Wolsfeld, our Chief Financial Officer and Corporate
Secretary, serves as our principal financial officer. Mr. Lynch and Mr. Wolsfeld are the only two
individuals who have been designated by our Board of Directors as “executive officers” of NTIC.
SUMMARY COMPENSATION TABLE – FISCAL 2024
Name and Principal
Position
Fiscal
Year
Salary
Option
Awards(1)
Non-Equity
Incentive Plan
Compensation(2)
All Other
Compensation(3)
Total
G. Patrick Lynch ...........
President and Chief
Executive Officer
2024
2023
$503,610
493,735
$ 228,721
230,455
$
201,164
151,752
$
13,102
13,102
$ 946,597
889,044
Matthew C. Wolsfeld ....
Chief Financial Officer
and Corporate
Secretary
2024
2023
372,233
364,935
169,054
170,337
148,686
112,165
12,875
12,875
702,848
660,312
__________________________
(1)
On September 1, 2023, each of the named executive officers was granted a stock option under the Northern
Technologies International Corporation 2019 Stock Incentive Plan. We refer you to the information under
the heading “Compensation Review—Elements of Our Executive Compensation Program—Long-Term
Equity-Based Incentive Compensation” for a discussion of the option grants and their terms. The amounts
reflected in the column entitled “Option Awards” for each officer represent the aggregate grant date fair
value for the option awards, as computed in accordance with FASB ASC Topic 718. The grant date fair
value is determined based on a Black-Scholes option pricing model. The grant date fair value per share for
the options granted on September 1, 2023 was $5.04 and was determined using the following specific
assumptions: risk free interest rate: 4.23%; expected life: 10.0 years; expected volatility: 46.1%; and
expected dividend yield: 0%.
(2)
The amounts reflected in the column entitled “Non-Equity Incentive Plan Compensation” reflect the cash
amount of bonus earned by each of the officers in consideration for their fiscal 2024 and 2023 performance,
respectively, but paid to such officers during fiscal 2025 and 2024, respectively. We refer you to the
information under “Compensation Review—Elements of Our Executive Compensation Program—Annual
Incentive Compensation” for a discussion of the factors taken into consideration by the Board of Directors,
59
upon recommendation of the Compensation Committee, in determining the amount of bonus paid to each
named executive officer.
(3)
The amounts shown in the column entitled “All Other Compensation” for fiscal 2024 include the following
with respect to each named executive officer:
Name
401(k)
Match
Personal Use
of Auto
G. Patrick Lynch ............................................. $ 8,750
$ 4,352
Matthew C. Wolsfeld ...................................... 8,750
4,125
Outstanding Equity Awards at Fiscal Year End
The table set forth below provides information regarding stock options for each of our named executive
officers that remained outstanding at August 31, 2024. Note that because of the grant date, the table set
forth below does not reflect option grants on September 1, 2024. We did not have any equity incentive
plan awards or stock awards outstanding at August 31, 2024.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END—FISCAL 2024
Option Awards
Name
Number of Securities
Underlying Unexercised
Options (#)
Exercisable
Number of Securities
Underlying Unexercised
Options (#)
Unexercisable(1)
Option
Exercise
Price ($)
Option
Expiration Date
G. Patrick Lynch ...............
14,574
0
$ 7.43
08/31/2025
16,072
0
6.70
08/31/2026
11,704
0
9.18
08/31/2027
27,596
0
18.23
08/31/2028
58,651
0
10.80
08/31/2029
74,742
0
8.24
08/31/2030
21,693
10,847(2)
16.97
08/31/2031
15,839
31,678(3)
11.38
08/31/2032
0
45,381(4)
13.25
08/31/2033
Matthew C. Wolsfeld ........
10,772
0
7.43
08/31/2025
11,880
0
6.70
08/31/2026
8,650
0
9.18
08/31/2027
20,396
0
18.23
08/31/2028
43,351
0
10.80
08/31/2029
55,244
0
8.24
08/31/2030
16,034
8,017(2)
16.97
08/31/2031
11,707
23,414(3)
11.38
08/31/2032
0
33,543(4)
13.25
08/31/2033
__________________________
(1)
All options described in this table were granted under the Northern Technologies International Corporation
2019 Stock Incentive Plan or the Northern Technologies International Corporation Amended and Restated
2007 Stock Incentive Plan. Under these plans, upon the occurrence of a change in control, the unvested
and unexercisable options will be accelerated and become fully vested and immediately exercisable as of
the date of the change in control. For more information, we refer you to the discussion below under “—
Stock Incentive Plans.”
(2)
These options vest over a three-year period, with one-third of the underlying shares vesting on each of
September 1, 2022, 2023 and 2024 so long as the individual remains an employee of NTIC as of such date.
60
(3)
These options vest over a three-year period, with one-third of the underlying shares vesting on each of
September 1, 2023, 2024 and 2025 so long as the individual remains an employee of NTIC as of such date.
(4)
These options vest over a three-year period, with one-third of the underlying shares vesting on each of
September 1, 2024, 2025 and 2026 so long as the individual remains an employee of NTIC as of such date.
Option Exercises for Fiscal 2024
The following table summarizes all of the stock options exercised during fiscal 2024:
Option Awards(1)
Name
Number of Shares Acquired
on Exercise
(#)
Value Realized
on Exercise
($)
G. Patrick Lynch ....................................
10,488
$ 37,967
Matthew C. Wolsfeld .............................
7,752
22,365
__________________________
(1)
The number of shares acquired upon exercise reflects the gross number of shares acquired absent any
netting for shares surrendered to pay the option exercise price and/or satisfy tax withholding requirements.
The value realized on exercise represents the gross number of shares acquired on exercise multiplied by the
market price of our common stock on the exercise date, less the per share exercise price.
Stock Incentive Plans
We have three stock incentive plans under which stock options are currently outstanding: the Northern
Technologies International Corporation 2024 Stock Incentive Plan, the Northern Technologies
International Corporation Amended and Restated 2019 Stock Incentive Plan and the Northern
Technologies International Corporation Amended and Restated 2007 Stock Incentive Plan. However,
future stock incentive awards may only be granted under the Northern Technologies International
Corporation 2024 Stock Incentive Plan. Under the terms of the 2024 plan, our named executive officers,
in addition to other employees and individuals, are eligible to receive stock-based compensation awards,
such as stock options, stock appreciation rights, restricted stock awards, restricted stock units, deferred
stock units, performance awards, and other stock-based awards. To date, only incentive and non-statutory
stock options and restricted stock units have been granted under the 2024 plan. The 2024 plan contains
both an overall limit on the number of shares of our common stock that may be issued and a limit on the
number of full-value awards. The 2024 plan also contains a limit on total non-employee director
compensation.
Incentive stock options must be granted with a per share exercise price equal to at least the fair market
value of a share of our common stock on the date of grant. For the purposes of the 2024 plan, the fair
market value of our common stock is the mean between the reported high and low sale price of our
common stock, as reported by the Nasdaq Global Market. We generally set the per share exercise price of
all stock options granted under the 2024 plan at an amount equal to the fair market value of a share of our
common stock on the date of grant.
Except in connection with certain specified changes in our corporate structure or shares, the Board of
Directors or Compensation Committee may not, without prior approval of our stockholders, seek to effect
any re-pricing of any previously granted, “underwater” option or stock appreciation right by amending or
modifying the terms of the underwater option or stock appreciation right to lower the exercise price or
grant price, cancelling the underwater option or stock appreciation right in exchange for cash,
replacement options or stock appreciation rights having a lower exercise price or grant price, or other
incentive awards, repurchasing the underwater options or stock appreciation rights and granting new
61
incentive awards under the 2024 plan or a re-pricing within the meaning of the applicable accounting
standard. For purposes of the 2024 plan, an option or stock appreciation right is deemed to be
“underwater” at any time when the fair market value of our common stock is less than the exercise price
or grant price.
We generally provide for the vesting of stock options in equal annual installments over a three-year
period commencing on the one-year anniversary of the date of grant for employees and in full on the one-
year anniversary of the date of grant for non-employee directors. We generally provide option terms of
ten years.
Optionees may pay the exercise price of stock options in cash, except that the Compensation Committee
may allow payment to be made (in whole or in part) by (1) using a broker-assisted cashless exercise
procedure pursuant to which the optionee, upon exercise of an option, irrevocably instructs a broker or
dealer to sell a sufficient number of shares of our common stock or loan a sufficient amount of money to
pay all or a portion of the exercise price of the option and/or any related withholding tax obligations and
remit such sums to us and directs us to deliver stock certificates to be issued upon such exercise directly
to such broker or dealer; (2) using a cashless exercise procedure pursuant to which the optionee
surrenders to us shares of our common stock either underlying the option or that are otherwise held by the
optionee; or (3) by any other method approved or accepted by the Compensation Committee in its sole
discretion.
Under the terms of the 2024 plan, unless otherwise provided in a separate agreement or amended in
connection with an optionee’s termination of employment, if a named executive officer’s employment or
service with NTIC terminates for any reason, the unvested portion of the options held by such officer will
immediately terminate, and the executive’s right to exercise the then vested portion of the options will:
x
immediately terminate if the executive’s employment or service relationship with NTIC
terminates for “cause”;
x
continue for a period of 12 months if the executive’s employment or service relationship with
NTIC terminates as a result of the executive’s death, disability or retirement; or
x
continue for a period of three months if the executive’s employment or service relationship
with NTIC terminates for any reason, other than for cause or upon death, disability or
retirement.
As set forth in the 2024 plan, the term “cause” is as defined in any employment or other agreement or
policy applicable to the named executive officer or, if no such agreement or policy exists, means
(i) dishonesty, fraud, misrepresentation, embezzlement or other act of dishonesty with respect to us or any
subsidiary, (ii) any unlawful or criminal activity of a serious nature, (iii) any intentional and deliberate
breach of a duty or duties that, individually or in the aggregate, are material in relation to the overall
duties, or (iv) any material breach by a participant of any employment, service, confidentiality or non-
compete agreement entered into with us or any subsidiary.
Under the terms of the 2024 plan, if a participant is determined by the committee to have taken any action
that would constitute “cause” or an “adverse action” during or within one year after the termination of the
participant’s employment or other service with NTIC, all rights of the participant under the 2024 plan and
any incentive award agreements then held by the participant will terminate and be forfeited without notice
of any kind, and the committee may rescind the exercise, vesting or issuance of, or payment in respect of,
any incentive awards of the participant that were exercised, vested or issued, or as to which such payment
was made, and require the participant to pay any amount received or the amount of any gain realized as a
result of such rescinded exercise, vesting, issuance or payment. Additionally, as applicable, we may defer
the exercise of any option or stock appreciation right for a period of up to six months after receipt of a
62
participant’s written notice of exercise or the issuance of share certificates upon the vesting of any
incentive award for a period of up to six months after the date of such vesting in order for the committee
to make any determination as to the existence of cause or an adverse action. An “adverse action” includes
any of the following actions or conduct that the committee determines to be injurious, detrimental,
prejudicial or adverse to our interests: (i) disclosing any confidential information of NTIC or any
subsidiary to any person not authorized to receive it; (ii) engaging, directly or indirectly, in any
commercial activity that in the judgment of the committee competes with our business or the business of
any of our subsidiaries; or (iii) interfering with our relationships or the relationships of our subsidiaries
and our and their respective employees, independent contractors, customers, prospective customers and
vendors.
As described in more detail under “—Post-Termination Severance and Change in Control Arrangements”
if there is a change in control of NTIC, then, under the terms of agreements evidencing options granted to
our named executive officers and other employees under the 2024 plan, all outstanding options will
become immediately exercisable in full and will remain exercisable for the remainder of their terms,
regardless of whether the executive to whom such options have been granted remains in the employ or
service of us or any of our subsidiaries.
For the most part, the material terms of the prior two stock incentive plans are substantially similar to the
2024 plan described above.
Post-Termination Severance and Change in Control Arrangements
We have entered into employment agreements with G. Patrick Lynch, NTIC’s President and Chief
Executive Officer, and Matthew C. Wolsfeld, NTIC’s Chief Financial Officer and Corporate Secretary.
Although each executive’s employment with NTIC remains “at will,” the employment agreements
provide each executive with certain severance benefits in the event the executive’s employment is
terminated by us without “cause” or by the executive for “good reason” and the executive executes and
does not revoke a separation agreement and a release of all claims.
If an executive’s employment is terminated by us without “cause” or by the executive for “good reason,”
in addition to any accrued but unpaid salary and benefits through the date of termination, the executive
will be entitled to a severance cash payment from us in an amount equal to two times (one and one-half
times, in the case of Mr. Wolsfeld) the executive’s average total annual compensation for the two most
recently completed fiscal years. The average total annual compensation will be determined based on the
calculation used to determine total compensation in the Summary Compensation Table. Accordingly, it
will not include equity gains; only, the grant date fair value of equity grants. Additionally, the CEO and
CFO are eligible to receive a pro rata portion of the target bonus that the executive otherwise would have
been eligible to receive under our bonus plan for the fiscal year during which the executive’s employment
is terminated, with such pro rata portion based on the number of complete months during the fiscal year
that the executive was employed with NTIC. The severance payment will be paid in several installments
in the form of salary continuation in accordance with our normal payroll practices over a 24-month period
(18 month period, in the case of Mr. Wolsfeld). If, however, the termination event occurs within 24
months after a change in control of NTIC, the severance payment will be paid in one lump sum. If the
executive is eligible for and timely elects continued coverage under our group medical plan, group dental
plan and/or group vision plan pursuant to Section 4980B of the Internal Revenue Code of 1986, as
amended (referred to as “COBRA”), for each of the first 18 months of the COBRA continuation period,
we also will reimburse the executive in an amount equal to the difference between the amount the
executive pays for such COBRA continuation coverage each month and the amount paid by a full-time
active employee each month for the same level of coverage elected by the executive. In addition, all
outstanding and unvested options to purchase shares of our common stock and other stock incentive
63
awards granted to the executive under our stock incentive plan will become immediately vested and
exercisable.
Under the employment agreements, “cause” is defined as (i) the executive’s material breach of any of the
executive’s obligations under the employment agreement or the executive’s willful and continued failure
or refusal to perform his duties, responsibilities and obligations as an executive officer of NTIC, for
reasons other than the executive’s disability, to the satisfaction of the Board of Directors; (ii) the
executive’s commission of an act of dishonesty, fraud, embezzlement, misappropriation, or intentional
and deliberate injury or material breach of fiduciary duty, or material breach of the duty of loyalty related
to or against us or our business, or any unlawful or criminal activity of a serious nature involving any
felony, or conviction by a court of competent jurisdiction of, or pleading guilty or nolo contendere to, any
felony or any crime involving moral turpitude; or (iii) the existence of any court order or settlement
agreement prohibiting the executive’s continued employment with NTIC.
“Good reason” is defined as (i) a material diminution in the executive’s authority, duties or
responsibilities; (ii) a material diminution in the executive’s annual base salary; (iii) a material change in
the geographic location at which we require the executive to provide services, except for travel reasonably
required in the performance of the executive’s responsibilities; or (iv) any action or inaction that
constitutes a material breach by us of the employment agreement.
“Change in control” has the meaning assigned to such term in our stock incentive plan as in effect from
time to time to the extent such change in control is a “change of control event” as defined under Code
Section 409A and applicable Internal Revenue Service regulations. Under the terms of our stock incentive
plan, a “change in control” means:
x
the sale, lease, exchange or other transfer of all or substantially all of our assets to a
corporation that is not controlled by us;
x
the approval by our stockholders of any plan or proposal for our liquidation or dissolution;
x
certain merger or business combination transactions;
x
more than 40% of our outstanding voting shares are acquired by any person or group of
persons who did not own any shares of common stock on the effective date of the plan; and
x
certain changes in the composition of our Board of Directors.
If a change in control of NTIC had occurred on August 31, 2024, the number of options indicated in the
table below held by each of our named executive officers would have been automatically accelerated and
exercisable. The estimated value of the automatic acceleration of the vesting of unvested stock options
held by a named executive officer as of August 31, 2024 is also indicated in the table below and is based
on the difference between: (i) the market price of the shares of our common stock underlying the unvested
stock options held by such officer as of August 31, 2024 (based on the closing sale price of our common
stock on the last trading day of fiscal 2024, August 30, 2024 — $13.14), and (ii) the exercise price of the
options.
Executive Officer
Number of Unvested Options
Subject to Automatic Acceleration
Estimated Value of Automatic
Acceleration of Vesting
G. Patrick Lynch .............
76,068
$
55,753
Matthew C. Wolsfeld ......
64,974
41,208
64
If the employment of our named executive officers was terminated as of August 31, 2024, they would
have been entitled to the following compensation and benefits, depending upon the applicable triggering
event:
Triggering Event
Executive Officer
Type of Payment
Voluntary/
For Cause
Termination
Involuntary
Termination
without
Cause
Qualifying
Change in
Control
Termination
Death
Disability
G. Patrick Lynch .......... Cash severance(1)
$
0
$ 1,835,641
$ 1,835,641
$
0 $
0
Benefits continuation(2)
0
29,940
29,940
0
0
Equity acceleration(3)
0
55,753
55,753
0
0
Total:
$
0
$ 1,921,334
$ 1,921,334
$
0 $
0
Matthew C. Wolsfeld ... Cash severance(1)
$
0
$1,022,370
$ 1,022,370
$
0 $
0
Benefits continuation(2)
0
29,940
29,940
0
0
Equity acceleration(3)
0
41,208
41,208
0
0
Total:
$
0
$1,093,518
$ 1,093,518
$
0 $
0
__________________________
(1)
Represents the value of two times (one and one-half times, in the case of Mr. Wolsfeld) the executive’s
average total annual compensation for the two most recently completed fiscal years. Does not include a pro
rata portion of the target bonus that the executive otherwise would have been eligible to receive under our
bonus plan for the fiscal year during which the executive’s employment is terminated, since in light of the
assumed termination date of August 31, 2024, the last day of the fiscal year, such bonus would have been
earned.
(2)
Represents the value of medical, dental and vision benefit continuation for each executive and their family
for 18 months following the executive’s termination.
(3)
Represents the value of acceleration of all unvested shares that are subject to options, based on the
difference between the closing sale price of $13.14 per share as of the last trading day of fiscal 2024,
August 30, 2024, and the exercise price.
65
Pay Versus Performance Disclosure
Pay Versus Performance Table
As required by Section 953(a) of the Dodd-Frank Act and Item 402(v) of SEC Regulation S-K, we are
providing the following information about the relationship between “compensation actually paid” to our
“named executive officers,” within the meaning of such rules, and certain financial performance measures
of our Company. The table below provides information regarding compensation actually paid to our
CEO, who serves as our principal executive officer (“PEO”), and compensation actually paid to our CFO,
our only other non-PEO named executive officer, during each of the past three fiscal years, as well as our
total stockholder return and net income for each of the past three fiscal years.
Year
Summary
Compensation
Table Total for
PEO(1)
Compensation
Actually Paid to
PEO(2)(3)
Average Summary
Compensation Table
Total for Non-PEO
Named Executive
Officers(4)
Average
Compensation
Actually Paid to
Non-PEO Named
Executive
Officers(5)(6)
Value of Initial
Fixed $100
Investment
Based On Total
Shareholder Return(7)
Net Income(8)
2024
$ 946,597
$ 957,026
$ 702,848
$ 710,560
$ 83.86 $ 6,321,384
2023
889,044
979,459
660,312
727,138
80.74
4,237,731
2022
889,853
607,859
660,908
452,477
72.35
7,185,934
________________________
(1)
Amounts reported represent the Summary Compensation Table total for our CEO for each of the fiscal
years presented. See “Executive Compensation—Summary Compensation Table.”
(2)
Amounts reported represent compensation actually paid to our CEO for each of the fiscal years presented.
The dollar amounts in this column do not reflect the actual amount of compensation earned by or paid to
our CEO during the applicable fiscal year.
(3)
Compensation actually paid to our PEO consists of the following amounts deducted from or added to the
Summary Compensation Table total for our CEO for each of the fiscal years presented:
G. Patrick Lynch
Summary Compensation Table Total for Fiscal 2024
$ 946,597
Deduct: Stock awards(a)
0
Deduct: Option awards(b)
228,721
Add:
Fiscal year-end value of equity awards granted during the fiscal
year that are outstanding and unvested(c)
226,905
Add:
Change in fair value of equity awards granted in prior fiscal years
that are outstanding and unvested(d)
5,737
Add:
Change in fair value of equity awards granted in prior fiscal years
that vested during the fiscal year(e)
6,509
Add:
Value of dividend equivalents accrued on equity awards during the
fiscal year
0
Compensation Actually Paid for Fiscal 2024
957,026
Summary Compensation Table Total for Fiscal 2023
$ 889,044
Deduct: Stock awards(a)
0
Deduct: Option awards(b)
230,455
Add:
Fiscal year-end value of equity awards granted during the fiscal
year that are outstanding and unvested(c)
272,272
Add:
Change in fair value of equity awards granted in prior fiscal years
that are outstanding and unvested(d)
27,498
66
G. Patrick Lynch
Add:
Change in fair value of equity awards granted in prior fiscal years
that vested during the fiscal year(e)
21,099
Add:
Value of dividend equivalents accrued on equity awards during the
fiscal year
0
Compensation Actually Paid for Fiscal 2023
979,458
Summary Compensation Table Total for Fiscal 2022
$ 889,853
Deduct: Stock awards(a)
0
Deduct: Option awards(b)
237,217
Add:
Fiscal year-end value of equity awards granted during the fiscal
year that are outstanding and unvested(c)
148,057
Add:
Change in fair value of equity awards granted in prior fiscal years
that are outstanding and unvested(d)
(128,556)
Add:
Change in fair value of equity awards granted in prior fiscal years
that vested during the fiscal year(e)
(64,278)
Add:
Value of dividend equivalents accrued on equity awards during the
fiscal year
0
Compensation Actually Paid for Fiscal 2022
607,859
(a) Represents the total of the amounts reported in the “Stock Awards” column in the Summary
Compensation Table for the applicable fiscal year.
(b) Represents the total of the amounts reported in the “Option Awards” column in the Summary
Compensation Table for the applicable fiscal year.
(c) Represents the fiscal year-end value of equity awards granted during the applicable fiscal year that are
outstanding and unvested as of the end of such applicable fiscal year.
(d) Represents the amount of change as of the end of the applicable fiscal year (from the end of the prior
fiscal year) in fair value of any equity awards granted in prior fiscal years that are outstanding and
unvested as of the end of such applicable fiscal year.
(e) Represents the amount of change as of the vesting date (from the end of the prior fiscal year) in fair
value of any equity awards granted in prior fiscal years that vested during the applicable fiscal year.
Since we do not have a pension plan, all of the foregoing adjustments are equity award adjustments for
each applicable fiscal year and include the addition (or subtraction, as applicable) of the following: (i) the
fiscal year-end fair value of any equity awards granted in the applicable fiscal year that are outstanding and
unvested as of the end of such applicable fiscal year; (ii) the amount of change as of the end of the
applicable fiscal year (from the end of the prior fiscal year) in fair value of any equity awards granted in
prior fiscal years that are outstanding and unvested as of the end of such applicable fiscal year; (iii) for
equity awards that are granted and vest in the same applicable fiscal year, the fair value as of the vesting
date; (iv) for equity awards granted in prior fiscal years that vest in the applicable fiscal year, the amount
equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for equity
awards granted in prior fiscal years that are determined to fail to meet the applicable vesting conditions
during the applicable fiscal year, a deduction for the amount equal to the fair value at the end of the prior
fiscal year; and (vi) the dollar value of any dividends or other earnings paid on equity awards in the
applicable fiscal year prior to the vesting date that are not otherwise reflected in the fair value of such
award or included in any other component of total compensation for such applicable fiscal year.
Adjustments as provided in clauses (iii) and (vi) are inapplicable for all of the fiscal years presented in the
table.
The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the
time of grant. The value of option awards is based on the fair value as of the end of the covered fiscal year
or change in fair value during the covered fiscal year, in each case based on our Black-Scholes option
pricing model, the assumptions of which are described in Note 10 to our consolidated financial statements
included in our Annual Report on Form 10-K for the year ended August 31, 2024.
67
(4)
Average Summary Compensation Table total for non-PEO named executive officers reflects the Summary
Compensation Table total for Matthew C. Wolsfeld.
(5)
The amounts in this column represent the compensation actually paid to Matthew C. Wolsfeld, our only
other non-PEO named executive officer, for each of the fiscal years presented. The dollar amounts in this
column do not reflect the actual average amount of compensation earned by or paid to the non-PEO during
the applicable fiscal year.
(6)
Average compensation actually paid to our non-PEO named executive officer consists of the following
amounts deducted from or added to the Summary Compensation Table total for our CFO for each of the
fiscal years presented:
Matthew C. Wolsfeld
Summary Compensation Table Total for Fiscal 2024
$ 702,848
Deduct: Stock awards(a)
0
Deduct: Option awards(b)
169,054
Add:
Fiscal year-end value of equity awards granted during the fiscal year
that are outstanding and unvested(c)
167,715
Add:
Change in fair value of equity awards granted in prior fiscal years that
are outstanding and unvested(d)
4,240
Add:
Change in fair value of equity awards granted in prior fiscal years that
vested during the fiscal year(e)
4,811
Add:
Value of dividend equivalents accrued on equity awards during the
fiscal year
0
Compensation Actually Paid for Fiscal 2024
710,560
Summary Compensation Table Total for Fiscal 2023
$ 660,312
Deduct: Stock awards(a)
0
Deduct: Option awards(b)
170,337
Add:
Fiscal year-end value of equity awards granted during the fiscal year
that are outstanding and unvested(c)
201,243
Add:
Change in fair value of equity awards granted in prior fiscal years that
are outstanding and unvested(d)
20,325
Add:
Change in fair value of equity awards granted in prior fiscal years that
vested during the fiscal year(e)
15,595
Add:
Value of dividend equivalents accrued on equity awards during the
fiscal year
0
Compensation Actually Paid for Fiscal 2023
727,138
Summary Compensation Table Total for Fiscal 2022
$ 660,908
Deduct: Stock awards(a)
0
Deduct: Option awards(b)
175,334
Add:
Fiscal year-end value of equity awards granted during the fiscal year
that are outstanding and unvested(c)
109,432
Add:
Change in fair value of equity awards granted in prior fiscal years that
are outstanding and unvested(d)
(95,020)
Add:
Change in fair value of equity awards granted in prior fiscal years that
vested during the year(e)
(47,510)
Add:
Value of dividend equivalents accrued on equity awards during the
fiscal year
0
Compensation Actually Paid for Fiscal 2022
452,477
(a) Represents the total of the amounts reported in the “Stock Awards” column in the Summary
Compensation Table for the applicable fiscal year.
68
(b) Represents the total of the amounts reported in the “Option Awards” column in the Summary
Compensation Table for the applicable fiscal year.
(c) Represents the fiscal year-end value of equity awards granted during the applicable fiscal year that are
outstanding and unvested as of the end of such applicable fiscal year.
(d) Represents the amount of change as of the end of the applicable fiscal year (from the end of the prior
fiscal year) in fair value of any equity awards granted in prior fiscal years that are outstanding and
unvested as of the end of such applicable fiscal year.
(e) Represents the amount of change as of the vesting date (from the end of the prior fiscal year) in fair
value of any equity awards granted in prior fiscal years that vested during the applicable fiscal year.
Since we do not have a pension plan, all of the foregoing adjustments are equity award adjustments for
each applicable fiscal year and include the addition (or subtraction, as applicable) of the following: (i) the
average fiscal year-end fair value of any equity awards granted in the applicable fiscal year that are
outstanding and unvested as of the end of such applicable fiscal year; (ii) the average amount of change as
of the end of the applicable fiscal year (from the end of the prior fiscal year) in fair value of any equity
awards granted in prior fiscal years that are outstanding and unvested as of the end of such applicable fiscal
year; (iii) for equity awards that are granted and vest in the same applicable fiscal year, the average fair
value as of the vesting date; (iv) for equity awards granted in prior fiscal years that vest in the applicable
fiscal year, the average amount equal to the change as of the vesting date (from the end of the prior fiscal
year) in fair value; (v) for equity awards granted in prior fiscal years that are determined to fail to meet the
applicable vesting conditions during the applicable fiscal year, a deduction for the amount equal to the
average fair value at the end of the prior fiscal year; and (vi) the average dollar value of any dividends or
other earnings paid on equity awards in the applicable fiscal year prior to the vesting date that are not
otherwise reflected in the fair value of such award or included in any other component of total
compensation for such applicable fiscal year. Adjustments as provided in clauses (iii) and (vi) are
inapplicable for all of the fiscal years presented in the table.
The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the
time of grant. The value of option awards is based on the fair value as of the end of the covered fiscal year
or change in fair value during the covered fiscal year, in each case based on our Black-Scholes option
pricing model, the assumptions of which are described in Note 10 to our consolidated financial statements
included in our Annual Report on Form 10-K for the year ended August 31, 2024.
(7)
The total shareholder return is calculated by dividing the sum of the cumulative amount of dividends for the
measurement period, assuming dividend reinvestment, and the difference between our common stock price
at the end and the beginning of the measurement period by our stock price at the beginning of the
measurement period.
(8)
Amounts reported represent the amount of net income reflected in our audited consolidated financial
statements for the applicable fiscal year and is presented in thousands.
69
Pay Versus Performance Relationship
In accordance with Item 402(v) of SEC Regulation S-K, we are providing the following descriptions of
the relationships between information presented in the Pay versus Performance table above.
Compensation Actually Paid and Company TSR. As demonstrated by the following graph, the amount of
compensation actually paid to our NEOs is generally aligned with our cumulative total stockholder return
(“TSR”) (assuming reinvestment of dividends) on $100 invested in our common stock over the three
fiscal years presented in the table. The overall alignment of compensation actually paid with our
cumulative TSR over the period presented is because a significant portion of the compensation actually
paid to our NEOs is comprised of equity awards, the value of which is driven by our stock price.
Compensation Actually Paid and Net Income. As demonstrated by the following graph, the amount of
compensation actually paid to our NEOs is not necessarily aligned with our net income for each of the
three fiscal years presented in the table.
70
Compensation Committee Interlocks and Insider Participation
No member of the Compensation Committee has served as one of our officers or employees at any time.
Except as otherwise disclosed in this proxy statement, no member of the Compensation Committee has
had any relationship with NTIC requiring disclosure under Item 404 of Regulation S-K under the
Exchange Act. None of our executive officers has served as a director, or member of the compensation
committee (or other committee serving an equivalent function), of an organization that has an executive
officer also serving as a member of our Board of Directors or Compensation Committee.
71
RELATED PERSON RELATIONSHIPS AND TRANSACTIONS
________________
Introduction
Below under “—Description of Related Party Transactions” is a description of transactions that have
occurred during the past fiscal year, or any currently proposed transactions, to which we were or are a
participant and in which:
x
the amounts involved exceeded or will exceed the lesser of: $120,000 or one percent (1%) of
the average of our total assets at year end for the last two completed fiscal years; and
x
a related person (including any director, director nominee, executive officer, holder of more
than 5% of our common stock or any member of their immediate family) had or will have a
direct or indirect material interest.
These transactions are referred to as “related party transactions.”
Procedures Regarding Approval of Related Party Transactions
As provided in our Corporate Governance Guidelines, the Audit Committee will review, approve or ratify
reportable related party transactions by use of the following procedures:
x
NTIC’s Chief Financial Officer, with the assistance of NTIC’s legal counsel, will evaluate the
disclosures provided in the director and officer questionnaires and from data obtained from
NTIC’s records for potential related person transactions.
x
Management will periodically, but no less than annually, report to the Audit Committee on all
related person transactions that occurred since the beginning of the prior fiscal year or that it
believes will occur in the next year. Such report should include information as to (i) the
related person’s relationship to NTIC and interest in the transaction; (ii) the material facts of
the transaction; (iii) the benefits to NTIC of the transaction; and (iv) an assessment of
whether the transaction is (to the extent applicable) in the ordinary course of business, at
arm’s length, at prices and on terms customarily available to unrelated third party vendors or
customers generally, and whether the related party had any direct or indirect personal interest
in, or received any personal benefit from, such transaction.
x
Taking into account the factors listed above, and such other factors and information as the
Audit Committee may deem appropriate, the Audit Committee will determine whether or not
to approve or ratify (as the case may be) each related party transaction so identified.
x
Transactions in the ordinary course of business, between NTIC and an unaffiliated
corporation of which a non-employee director of NTIC serves as an officer, that meet the
below criteria are deemed conclusively pre-approved:
o at arm’s length;
o at prices and on terms customarily available to unrelated third party vendors or customers
generally;
o in which the non-employee director had no direct or indirect personal interest, nor
received any personal benefit; and
o in amounts that are not material to NTIC’s business or the business of such unaffiliated
corporation.
72
Description of Related Party Transactions
Please see “Director Compensation” and “Executive Compensation” for information regarding a
consulting agreement we have with one of our current directors and the other compensation arrangements
with our directors and executive officers.
G. Patrick Lynch is the President and Chief Executive Officer of NTIC. Inter Alia Holding Company
owns 12.7% of the total voting power of NTIC. According to a Schedule 13D/A filed with the SEC on
September 4, 2024, Inter Alia Holding Company is an entity of which Mr. Lynch is a stockholder.
Mr. Lynch shares voting and dispositive power over such shares with three other members of his family.
We have entered into agreements with all of our directors and executive officers under which we are
required to indemnify them against expenses, judgments, penalties, fines, settlements and other amounts
actually and reasonably incurred, including expenses of a derivative action, in connection with an actual
or threatened proceeding if any of them may be made a party because he or she is or was one of our
directors or executive officers. We will be obligated to pay these amounts only if the director or
executive officer acted in good faith and in a manner that he or she reasonably believed to be in or not
opposed to our best interests. With respect to any criminal proceeding, we will be obligated to pay these
amounts only if the director or executive officer had no reasonable cause to believe his or her conduct was
unlawful. The indemnification agreements also set forth procedures that will apply in the event of a claim
for indemnification.
NTIC has not identified any arrangements or agreements relating to compensation provided by a third
party to NTIC’s directors or director nominees in connection with their candidacy or board service as
required to be disclosed pursuant to Nasdaq Rule 5250(b)(3).
73
STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR
2026 ANNUAL MEETING OF STOCKHOLDERS
________________
Stockholders who, in accordance with Rule 14a-8 under the Exchange Act, wish to present proposals for
inclusion in the proxy materials relating to the 2026 Annual Meeting of Stockholders must submit their
proposals so that they are received by us at our principal executive offices no later than the close of
business on August 4, 2025, unless the date of the meeting is delayed by more than 30 calendar days. The
proposals must satisfy the requirements of the proxy rules promulgated by the SEC and as the rules of the
SEC make clear, simply submitting a proposal does not guarantee that it will be included.
Any other stockholder proposals to be presented at the 2026 Annual Meeting of Stockholders (other than
a matter brought pursuant to SEC Rule 14a-8) and any director nominations for the 2026 Annual Meeting
of Stockholders must be given in writing to our Corporate Secretary and must be delivered to or mailed to
and received at our principal executive offices not less than 90 days nor more than 120 days prior to the
anniversary date of the 2025 Annual Meeting of Stockholders; provided, however, that in the event that
the 2026 Annual Meeting of Stockholders is not held within 30 days before or after such anniversary date,
notice by the stockholder to be timely must be received not later than the close of business on the 10th day
following the day on which such notice of the date of the annual meeting was mailed or such public
disclosure was made, whichever first occurs. The proposal or director nomination must contain specific
information required by our Bylaws, which may be obtained by writing to our Corporate Secretary. The
Nominating and Corporate Governance Committee will evaluate director nominee candidates
recommended by stockholders in the same manner as those recommended by others. In addition, if
applicable, stockholders who intend to solicit proxies in support of director nominees other than NTIC’s
nominees at the 2026 Annual Meeting must also comply with the additional requirements under Rule
14a-19 promulgated under the Exchange Act, as required by and in addition to our Bylaws, including
providing a statement that such stockholder intends to solicit the holders of shares representing at least
67% of the voting power of NTIC’s shares entitled to vote on the election of directors in support of
director nominees other than NTIC’s nominees, as required by Rule 14a-19(b) promulgated under the
Exchange Act.
We encourage stockholders who wish to submit a proposal or nomination to seek independent counsel.
NTIC will not consider any proposal or nomination that is not timely or otherwise does not meet the
Bylaw and SEC requirements. We reserve the right to reject, rule out of order, or take other appropriate
action with respect to any proposal that does not comply with these and other applicable requirements.
FISCAL 2024 ANNUAL REPORT
________________
We have sent or made electronically available to each of our stockholders our annual report on
Form 10-K (without exhibits) for the fiscal year ended August 31, 2024. The exhibits to our Form
10-K are available by accessing the SEC’s EDGAR filing database at www.sec.gov. We will furnish
any exhibit to our Form 10-K upon receipt from any such person of a written request for such
exhibits upon the payment of our reasonable expenses in furnishing the exhibits. This request
should be sent to: Northern Technologies International Corporation, 4201 Woodland Road, Circle
Pines, Minnesota 55014, Attention: Stockholder Information.
74
_________________________
Your vote is important. Whether or not you plan to attend the Annual Meeting in person, vote your shares
of NTIC common stock by the Internet or telephone, or request a paper proxy card to sign, date and return
by mail so that your shares may be voted.
By Order of the Board of Directors,
Richard J. Nigon
Chairman of the Board
December 2, 2024
Circle Pines, Minnesota
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This annual report on Form 10-K contains certain forward-looking statements that are within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are subject
to the safe harbor created by those sections. For more information, see “Part I. Item 1. Business – Forward-Looking
Statements.”
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As used in this report, references to “NTIC,” the “Company,” “we,” “our,” or “us,” unless the context otherwise requires,
refer to Northern Technologies International Corporation and its wholly-owned and majority-owned subsidiaries, all of
which are consolidated on NTIC’s consolidated financial statements.
As used in this report, references to: (1) “NTIC China” refer to NTIC’s wholly-owned subsidiary in China, NTIC (Shanghai)
Co., Ltd.; (2) “NTI Europe” refer to NTIC’s wholly-owned subsidiary in Germany, NTIC Europe GmbH; (3) “Zerust
Mexico” refer to NTIC’s wholly-owned subsidiary in Mexico, ZERUST-EXCOR MEXICO, S. de R.L. de C.V.; (4) “Zerust
India” refer to NTIC’s wholly-owned subsidiary in India, HNTI Limited (formerly Harita-NTI Limited); (5) “Zerust Brazil”
refer to NTIC’s majority-owned Brazilian subsidiary, Zerust Prevenção de Corrosão S.A.; (6) “Natur-Tec India” refer to
NTIC’s majority-owned subsidiary in India, Natur-Tec India Private Limited; (7) “Natur Tec Lanka” refer to NTIC’s
majority-owned subsidiary in Sri Lanka, Natur Tec Lanka (Pvt) Ltd and (8) “NTI Asean” refer to NTIC’s majority-owned
holding company subsidiary, NTI Asean LLC, which holds investments in certain entities that operate in the Association of
Southeast Asian Nations (ASEAN) region.
NTIC’s consolidated financial statements do not include the accounts of any of its joint ventures. Except as otherwise
indicated, references in this report to NTIC’s joint ventures do not include any of NTIC’s wholly-owned or majority-owned
subsidiaries.
As used in this report, references to “EXCOR” refer to NTIC’s joint venture in Germany, Excor Korrosionsschutz –
Technologien und Produkte GmbH.
All trademarks, trade names, or service marks referred to in this report are the property of their respective owners.
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WƌĞƐŝĚĞŶƚΘ K
Dƌ͘DĂƩŚĞǁ͘tŽůƐĨĞůĚ
ŚŝĞĨ&ŝŶĂŶĐŝĂůKĸĐĞƌ͕dƌĞĂƐƵƌĞƌĂŶĚŽƌƉŽƌĂƚĞ^ĞĐƌĞƚĂƌLJ
/ŶĚĞƉĞŶĚĞŶƚZĞŐŝƐƚĞƌĞĚWƵďůŝĐ
ĐĐŽƵŶƟŶŐ&ŝƌŵ
ĂŬĞƌdŝůůLJh^͕>>W
DŝŶŶĞĂƉŽůŝƐ͕DE
dƌĂŶƐĨĞƌŐĞŶƚĂŶĚZĞŐŝƐƚƌĂƌ
&ŽƌĂƌĞƐƉŽŶƐĞƚŽƋƵĞƐƟŽŶƐƌĞŐĂƌĚŝŶŐmisplaced stock
ĐĞƌƟĮĐĂƚĞƐ͕ĐŚĂŶŐĞƐŽĨĂĚĚƌĞƐƐŽƌƚŚĞĐŽŶƐŽůŝĚĂƟŽŶ
ŽĨĂĐĐŽƵŶƚƐ͕ƉůĞĂƐĞĐŽŶƚĂĐƚEd/͛ƐƚƌĂŶƐĨĞƌĂŐĞŶƚ͗
ƌŽĂĚƌŝĚŐĞŽƌƉŽƌĂƚĞ/ƐƐƵĞƌ^ŽůƵƟŽŶƐ͕/ŶĐ͘
ϱϭDĞƌĐĞĚĞƐtĂLJ
ĚŐĞǁŽŽĚ͕Ezϭϭϳϭϳ
;ϴϱϱͿϱϴϴͲϱϬϰϵ
shareholder@broadridge.com
/ŶǀĞƐƚŽƌZĞůĂƟŽŶƐ
EŽƌƚŚĞƌŶdĞĐŚŶŽůŽŐŝĞƐ/ŶƚĞƌŶĂƟŽŶĂůŽƌƉŽƌĂƟŽŶ
welcomes inquiries from its stockholders and other
ŝŶƚĞƌĞƐƚĞĚŝŶǀĞƐƚŽƌƐ͘&ŽƌĨƵƌƚŚĞƌŝŶĨŽƌŵĂƟŽŶŽŶ
Ed/͛^ĂĐƟǀŝƟĞƐŽƌĂĚĚŝƟŽŶĂůĐŽƉŝĞƐŽĨƚŚŝƐƌĞƉŽƌƚ͕
please contact:
/ŶǀĞƐƚŽƌZĞůĂƟŽŶƐ
EŽƌƚŚĞƌŶdĞĐŚŶŽůŽŐŝĞƐ/ŶƚĞƌŶĂƟŽŶĂůŽƌƉŽƌĂƟŽŶ
ϰϮϬϭtŽŽĚůĂŶĚZŽĂĚ͕W͘K͘Ždžϲϵ
ŝƌĐůĞWŝŶĞƐ͕DEϱϱϬϭϰ
;ϳϲϯͿϮϮϱͲϲϲϬϬ
ŝŶǀĞƐƚŽƌƐΛŶƟĐ͘ĐŽŵ
ǁǁǁ͘ŶƟĐ͘ĐŽŵ
^ƚŽĐŬ>ŝƐƟŶŐ
Ed/͛ƐĐŽŵŵŽŶƐƚŽĐŬŝƐƚƌĂĚĞĚŽŶƚŚĞ
EĂƐĚĂƋ'ůŽďĂůDĂƌŬĞƚƵŶĚĞƌƚŚĞƐLJŵďŽůEd/͘
ŶŶƵĂůDĞĞƟŶŐ
dŚĞĂŶŶƵĂůŵĞĞƟŶŐŽĨƐƚŽĐŬŚŽůĚĞƌƐǁŝůůďĞŚĞůĚat
ϴ͗ϬϬĂŵ;ůŽĐĂůƟŵĞͿŽŶ&ƌŝĚĂLJ͕:ĂŶƵĂƌLJϭϳ͕ϮϬϮϱĂƚ
Ed/͛ƐĐŽƌƉŽƌĂƚĞŚĞĂĚƋƵĂƌƚĞƌƐ͗
EŽƌƚŚĞƌŶdĞĐŚŶŽůŽŐŝĞƐ/ŶƚĞƌŶĂƟŽŶĂůŽƌƉŽƌĂƟŽŶ
ϰϮϬϭtŽŽĚůĂŶĚZŽĂĚ
ŝƌĐůĞWŝŶĞƐ͕DEϱϱϬϭϰ
;ϳϲϯͿϮϮϱͲϲϲϬϬ