The Board of Directors (sometimes referred to throughout the remainder of this Proxy Statement as the “Board”) is the ultimate governing body of the Company. As such, it functions within a framework of duties and requirements established by Pennsylvania statute, government regulations, court decisions and the Company’s organizational documents. Generally, the Board of Directors reviews and confirms the basic objectives and broad policies of the Company, approves various important transactions, appoints the officers of the Company and monitors Companythe Company's performance in key results areas. The Board also has oversight responsibility of the processes established to report and monitor systems for material risks applicable to the Company. The full Board regularly reviews enterprise-wide risk management, which includes risks in the areas of compliance, operations, strategy, reporting, treasury, enterprise value, and insurable risks. In addition, each Board committee plays a significant role in carrying out the risk oversight function. The Executive Committeeexecutive committee of the Board (the "Executive Committee") assists in monitoring and assessing relevant risks between the times at which the full Board convenes. The Nominatingnominating and corporate governance committee of the Board (the "Nominating and Corporate Governance CommitteeCommittee" or "Corporate Governance Committee") oversees risks related to corporate governance and ethics. The Audit Committeeaudit committee of the Board (the "Audit Committee") oversees risks related to financial reporting and control; environmental, health and sustainability matters; management policies and guidelines; legal claims and issues; and information technology. The Finance Committeefinance committee of the Board (the "Finance Committee") oversees the Company’s financial policies, strategies and capital structure. The Compensation Committeecompensation committee of the Board (the "Compensation Committee") oversees risks related to human resources, succession planning and compensation. The Special Committeespecial committee of the Board (the "Special Committee") provides oversight of integration planning and implementation of the Company's significant acquisitions.acquisitions on an as-needed basis.

The Articles of Incorporation of the Company provide that the Board of Directors has the power to set the number of directors constituting the full Board, provided that such number shall not be less than five or more than fifteen. Until further action,In connection with the retirement of John D. Turner as Chairman of the Board and a director of the Company pursuant to the Company’s Bylaws and Corporate Governance Guidelines, effective February 17, 2022, the Board has decreased the number of directors from eleven to ten. Following the Annual Meeting, subject to the re-election of each of the Board nominees, the Board will be comprised of ten members, two of whom are female and one of whom is Hispanic. Pursuant to the Company’s Articles of Incorporation, the Board of Directors has fixed the number of directors constituting the full Board at ten,is divided into three classes. The terms of office of the three classes of directors end in successive years.

In the event a nominee does not receive a majority of votes cast, such director is required under the Company’s Corporate Governance Guidelines to conditionally resign from the Board of Directors.Board. Acceptance of such resignation is at the discretion of the Board of Directors.Board.

The Company’s Corporate Governance Guidelines provide that an employee member must offer to submit his or her letter of resignation as a director upon his or her retirement or termination of employment, and if such offer is accepted, such employee member can remain on the Board for a period of no longer than one year following retirement from, or termination of, employment with the Company. Additionally, the Company's Corporate Governance Guidelines provide that any director must offer to submit his or her letter of resignation as a director upon a change in principal occupation that differs from that which they were engaged and elected to the Board. Further, the Company’s By-lawsBylaws and Corporate Governance Guidelines provide that no person may be eligible for nomination, nor elected to fill a vacancy on the Board of Directors after attaining 75 years of age, and any director that, if nominated would attain 75 years of age during such term as a director, shall retire from the Board of Directors immediately prior to the next annual meeting of the shareholders following such director attaining 75 years of age.

John D. Turner, the Company’s current Chairman of the Board, has attained the mandatory retirement age and will retire from the Board at the Annual Meeting. The Board of Directors and management of the Company express their sincerest gratitude to Mr. Turner for his service on the Board of Directors and as Chairman of the Board. Mr. Turner’s expertise and leadership have been invaluable to the Company during his tenure as a director and Chairman of the Board.

The Board has currently determined that an independent, non-employee member should be appointed to serve as Chairman of the Board. The Board believes that separation of the positions of Chairman of the Board and Chief Executive Officer, with the appointment of an independent, non-employee director as Chairman of the Board, strengthens the Company’s corporate governance. John D.Mr. Turner is the Company’s current independent, non-employee Chairman of the Board. Subject to, and in anticipation of, the re-election of Alvaro Garcia-Tunon to the Board, the Board has elected Mr. Garcia-Tunon to assume the office of Chairman of the Board upon Mr. Turner’s retirement at the Annual Meeting. Upon his election as Chairman of the Board, Mr. Garcia-Tunon will resign from each of the committees other than the Executive Committee.

Mr. TurnerThe Chairman of the Board and the other independent directors meet at such times as are necessary and generally on the dates of regularly scheduled Board meetings. The independent directors met a total of fourfive (5) times in fiscal 2018.2021.

During fiscal 2018,2021, there were sixfive (5) regularly scheduled meetings and threeno special Board meetings.

There are six (6) standing committees appointed by the Board of Directors -- the Executive Committee, the Nominating and Corporate Governance Committee, the Audit Committee, the Finance Committee, the Compensation Committee and the Special Committee.

Each Committee has the same power as the Board of Directors to employ the services of outside consultants and to have discussions and interviews with personnel of the Company and others.

The principal functions of the six standing Committees are summarized as follows:

The Executive Committee is appointed by the Board of Directors to have and exercise during periods between Board meetings all of the powers of the Board, of Directors, except that the Executive Committee may not elect directors, change the membership of or fill vacancies on the Executive Committee, change the By‑laws of the Company or exercise any authority specifically reserved by the Board of Directors.Board. Among the functions customarily performed by the Executive Committee during periods between Board meetings are the approval, within limitations previously established by the Board, of Directors, of the principal terms involved in sales of securities of the Company, and such reviews as may be necessary of significant developments in major events and litigation involving the Company. In addition, the Executive Committee is called upon periodically to provide advice and counsel in the formulation of corporate policy changes and, where it deems advisable, make recommendations to the Board of Directors.Board.

The members of the Executive Committee are currently John D. Turner (Chairperson), Katherine E. Dietze, Alvaro Garcia-Tunon, Morgan K. O’Brien and Jerry R. Whitaker. Upon Mr. Turner’s retirement from the Board at the Annual Meeting and subject to the anticipated re-election of Mr. Garcia-Tunon to the Board, Mr. Garcia-Tunon shall become the Chairperson of the Executive Committee. The Executive Committee holds meetings at such times as are required. The Executive Committee did not meet in fiscal 2018.2021.

The principal functions of the Nominating and Corporate Governance Committee are toto: (1) identify individuals qualified to become members of the Board of Directors; (2) review the qualifications of directors and the composition of the Board of Directors, (2)and recommend to the Board of Directors the director nominees for the next annual meeting of the shareholders,shareholders; (3) monitor and recommend to the Board of Directors changes, as necessary, to the Company’s Corporate Governance Guidelines,Guidelines; (4) lead the Board of Directors in complying with its Corporate Governance GuidelinesGuidelines; (5) review and make recommendations to the Board of Directors concerning director compensationcompensation; and (6) review and approve related person transactions pursuant to the Company’s Code of Conduct.Business Conduct and Ethics (the "Code of Conduct"). The Nominating and Corporate Governance Committee is also responsible for the annual evaluations of the performance of the Board of Directors and the Committees of the Board, including individual directors. The Committee is committed to ensuring thatthat: (i) the nominees for membership on the Board of Directors are of the highest possible caliber and are able to provide insightful, intelligent and effective guidance to the management of the CompanyCompany; and (ii) the governance of the Company is in full compliance with applicable law, reflects generally accepted principles of good corporate governance, encourages flexible and dynamic management without undue burdens and effectively manages the risks of the business and operations of the Company. From time to time, the Nominating and Corporate Governance Committee has retained the services of a third-party search firm to assist in the identification and evaluation of potential nominees for the Board of Directors. The Nominating and Corporate Governance Committee operates pursuant to a Chartercharter and the Company’s Corporate Governance Guidelines, which are available for viewing on the Company’s investor relations website at www.matw.comwww.matw.com/investors under the “Corporate”“Governance Documents” tab in the section entitled “Corporate Governance”“Governance”. The Board has determined that all members of the Nominating and Corporate Governance Committee are independent in accordance with the listing standards of Nasdaq. The Nominating and Corporate Governance Committee met four (4) times during fiscal 2018.2021. The current members of the Nominating and Corporate Governance Committee are Jerry R. Whitaker (Chairperson), Katherine E. Dietze and Terry L. Dunlap.

The principal functions of the Audit Committee are to provide oversight ofof: (1) the integrity of the Company's financial statements, reports on internal controls and other of the Company's financial information,information; (2) the Company's compliance with legal and regulatory requirements,requirements; (3) the qualifications and independence of the Company's independent registered public accounting firmfirm; and (4) the performance of the Company's internal audit function (including disclosure controls and procedures for internal controls over financial reporting) and independent registered public accounting firm. The Audit Committee serves as a vehicle to provide an open avenue of communication between the full Board of Directors and the Company’s financial management team and internal audit department, and the independent registered public accounting firm. The Audit Committee is responsible for appointing the Company's independent registered public accounting firm. The Audit Committee operates pursuant to a Charter,charter, which is available for viewing on the Company’s investor relations website at www.matw.comwww.matw.com/investors under the “Governance Documents” tab in the section entitled “Corporate Governance”"Governance".

All of the Audit Committee members, Alvaro Garcia-Tunon (Chairperson), Terry L. Dunlap andLillian D. Etzkorn, Morgan K. O’Brien and Jerry R. Whitaker, have been determined in the Board’s business judgment to be independent from the Company and its management within the meaning of regulations of the U.S. Securities and Exchange Commission ("SEC"(the "SEC") relating to audit committee independence, Nasdaq regulationregulations and the Company’s Corporate Governance Guidelines. All of the Audit Committee members are financial experts, as determined by SEC regulations, and, as such Mr. Garcia-Tunon, Mr. Dunlap and Mr. O'Brien arehowever Ms. Etzkorn has been designated as the ranking Audit Committee financial experts.expert. During fiscal 2018,2021, the Audit Committee met six (6) times. Subject to, and in anticipation of, the election of Mr. Garcia-Tunon to the office of Chairman of the Board and his resignation from the Audit Committee, Ms. Etzkorn will assume the office of Chairperson of the Audit Committee.

The principal functions of the Compensation Committee, the members of which are Morgan K. O’Brien (Chairperson), Terry L. Dunlap, Alvaro Garcia-Tunon and Don W. Quigley, Jr., are to review periodically the suitability of the remuneration arrangements (including benefits) for the Company's Chief Executive Officer and other members of management of the Company, and to prepare an annual report on executive compensation for inclusion in the Company’s Proxy Statement. The Committee also reviews, at least annually, succession plans for the position of Chief Executive Officer and other senior executive positions of the Company. The Compensation Committee operates pursuant to a Charter,charter, which is available for viewing on the Company’s investor relations website at www.matw.comwww.matw.com/investors under the “Governance Documents” tab in the section entitled “Corporate Governance”"Governance". The Board has determined that all members of the Compensation Committee are independent in accordance with the listing standards of Nasdaq. During fiscal 2018,2021, the Compensation Committee met four (4) times.

The Special Committee was initially established in 2014 to provide oversight of integration planning and implementation for the Company’s significant acquisitions, including Schawk, Inc. (“Schawk”) that was completed on July 29, 2014, Aurora Casket Products Group, LLC (“Aurora”) that was completed on August 19, 2015 and A. + E. Ungricht GmbH + Co KG ("Ungricht") that was completed on January 3, 2017.acquisitions. The members of the Special Committee arewere Alvaro Garcia-Tunon (Chairperson), Gregory S. Babe, Joseph C. Bartolacci, and Terry L. Dunlap. The Committee met oncedid not meet in fiscal 2018.2021. Subject to, and in anticipation of, the election of Mr. Garcia-Tunon to the office of Chairman of the Board, Mr. Garcia-Tunon shall resign from the Special Committee and the Board shall identify a new Chairperson of the Special Committee.

The Compensation Committee currently consists of Mr. O’Brien, Mr. Dunlap, Mr. Garcia-Tunon and Mr. Quigley. None of thesethe members of the Compensation Committee members hashave ever been an officer or employee of the Company or any of its subsidiaries. None of our executive officers serves or has served as a member of the board of directors, compensation committee or other board committee performing equivalent functions of any entity that has one or more executive officers serving as one of our directors or on our Compensation Committee.

During fiscal 2018,2021, all directors attended at least 75% of Board and respective Committee meetings.

Although the Company does not have a formal policy with regard to Board members attending the Annual Meeting of the Shareholders, it is customary for the Board members to do so, and in general all or most of the Board members have attended annual meetings in the recent past.

Director compensation is determined and administered by the Nominating and Corporate Governance Committee. In performing its duties, the Corporate Governance Committee consults with various independent third-party advisors. In fiscal 2018,2021, the Corporate Governance Committee consulted with Pay Governance, LLC, an independent human resourcesexecutive compensation consulting firm.

Under the Company’s Amended and Restated 20142019 Director Fee Plan, ("2014 Director Plan"), for fiscal 20182021 each eligible non-employee director received an annual retainer valued at $85,000, which was payable either in cash or in shares of the Company’s Common Stock,common stock, as determined by the Nominating and Corporate Governance Committee. If payable in cash, a director may elect to receive the annual retainer in shares of Company Common Stock or Common Stock credited to a deferred stock account as phantom stock. If the annual retainer is paid in shares of Company Common Stock, a director may defer the receipt of such Common Stock into a deferred stock account as phantom stock.

Each non-employee director is also receiveseligible to receive an annual stock-based grant (non-statutoryin the form of either non-statutory stock options, stock appreciation rights, and/restricted shares or restricted shares)share units ("RSUs"). The form and value of the awards are determined by the Nominating and Corporate Governance Committee. The value of the annual grants awarded for fiscal 20182021 was $125,000, issued in the form of restricted stock,RSUs, which vestsvest on the second anniversary of the date of the grant. At December 31, 2018,2021, there were 67,219132,643 shares available for future grantissuance under the Amended2019 Director Fee Plan, including 74,639 RSUs that have been granted and Restated 201415,966 share units that have been deferred under the 2019 Director Fee Plan.

The Company does not provide any retirement benefits or perquisites to any of its non-employee directors.

The following table summarizes the director compensation earned by the non-employee directors of the Company for fiscal 2018.2021.

The security holders of the Company may communicate in writing to the Board of Directors by sending such communication to the Board or a particular director in care of Steven F. Nicola, Chief Financial Officer and Secretary, at the Company’s principleprincipal executive offices. At present, such communications will be directly forwarded to the Board or such particular director, as applicable.

Nominations for election to the Board of Directors may be made by the Nominating and Corporate Governance Committee or by the shareholders.shareholders pursuant to the provisions set forth in the Company’s Restated Articles of Incorporation and Bylaws.

Terry L. Dunlap, Alvaro Garcia-Tunon, John D. Turner, and Jerry R. Whitaker, whose terms of office are expiring, have been nominated by the Nominating and Corporate Governance Committee to serve for three-year terms that will end in 2022.2025.

Shareholder nominations for directors to be elected at the 20202023 Annual Meeting must be submitted to the Company in writing no earlier than 120 days prior to the anniversary date of the 20192022 Annual Meeting, or October 24, 2019,20, 2022, and no later than 75 days prior to the anniversary date of the 20192022 Annual Meeting, or December 8, 2019.4, 2022. Such nominations must be in writing in accordance with Section 6.1 of the Company’s Restated Articles of Incorporation, and must include (1) the name and address of the shareholder who intends to make the nomination and of the person(s) to be nominated; (2) a representation that the shareholder is a holder of record of Common Stock of the Company entitled to vote at such meeting and intends to appear in person"in person" or by proxy at the meeting to nominate the person(s) specified in the notice; (3) a description of all arrangements or understandings between the shareholder and each nominee and any other person(s) (naming such person(s)) pursuant to which the nomination or nominations are to be made by the shareholder; (4) such other information regarding each nominee proposed by such shareholder as would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission, had the nominee been nominated by the Board of Directors; and (5) the consent of each nominee to serve as a director of the Company if so elected. The Nominating and Corporate Governance Committee and Board will consider any candidate for nominee as a director that is properly submitted by a shareholder in accordance with the Company’s Articles of Incorporation and Bylaws and does not maintain a policy with regard to such nominations distinct from such requirements. No such nominations have been received with respect to the 20192022 Annual Meeting.

The Company’s process for filling director vacancies includes determination of the professional skills and background desired to serve the best interests and current needs of the Company and its shareholders, possible retention of a third-party search firm to assist in the identification and evaluation of director candidates, consideration of candidates nominated by shareholders (if any), evaluation of a candidate’s credentials and experience by the Nominating and Corporate Governance Committee (including personal interviews with selected candidates), and a formal recommendation by the Nominating and Corporate Governance Committee to the Board of Directors regarding the candidate considered to be the most qualified to fill the director vacancy.

The Corporate Governance Committee assesses a candidate’s background, skills, diversity, personal characteristics and business experience and applies the following criteria and qualifications: candidates are to be of the highest ethical character, share the values of the Company, have reputations, both personal and professional, consistent with the image and reputation of the Company, be highly accomplished in their respective field, with superior credentials and recognition, and provide the relevant expertise and experience necessary to assist the Board and the Company to increase shareholder value. The Board may prioritize the foregoing criteria depending on the current needs of the Board and the Company. The Board does not have a formal diversity policy for selecting directors, but considers diversity of race, gender and national origin to be relevant factors that are weighed with other criteria in recommending and nominating directors for election to the Board of Directors of Matthews.

Under the Company’s Corporate Governance Guidelines, any director who experiences a change in principal occupation or primary business affiliation while serving as a director, must promptly offer to submit a letter of resignation as a director to the Chief Executive Officer and to the Nominating and Corporate Governance Committee. The Board, with input from the Nominating and Corporate Governance Committee and the Chief Executive Officer, will consider whether to accept such offer.

The Board of Directors has no reason to believe that any of the current nominees for director will become unavailable for election. However, if any nominee should become unavailable prior to the Annual Meeting, the accompanying proxy will be voted for the election in the nominee's place of such other person as the Board of Directors may recommend in the nominee’s place.

The following information is furnished with respect to the persons nominated by the Board of Directors of the Company for election as directors and with respect to the continuing directors.

Terry L. Dunlap, age 59,62, has served on the Board of Directors since February 2015. Mr. Dunlap currently serves as the principal of Sweetwater LLC, a consulting and investing firm with a focus on manufacturingmanufacturing. Mr. Dunlap served as the Interim Chief Executive Officer and technology.President of TimkenSteel Corporation, a specialty steel producer, from October 2019 to December 2020. Prior thereto, Mr. Dunlap spent 31 years with Allegheny Technologies, where he served as Executive Vice President, Flat-Rolled Products from May 2011 until his retirement in December 2014, President, ATI Allegheny Ludlum from 2002 to 2014, and Group President, ATI Flat-Rolled Products from 2008 to May 2011. Mr. Dunlap’s experience and knowledge in the global manufacturing industry are valuable resources to the Board of Directors.Company's Board. Mr. Dunlap received a Bachelor of Science degree in Marketing from Indiana University of Pennsylvania and attended the Loyola University of Chicago MBA program. Mr. Dunlap is a member of the Audit, Nominating andCompensation, Corporate Governance, and Special Committees of the Board. Mr. Dunlap serves on the Boardboard of Directors and Audit Committeedirectors of TimkenSteel Corp., a specialty steel producer, and is a director and Chairman of the Compensation Committee of Elliot Group/EBARA Corp.,Ampco-Pittsburgh Corporation, a global producer of turbomachinery, compressorsforged and turbines.cast engineered products. He also serves as a board member for the Vice President of theFoundation for Indiana University of Pennsylvania Foundation Board and as Vice President of the Lauri Ann West Community Center Board.(FIUP).

Alvaro Garcia-Tunon, age 66,69, has served on the Board of Directors since October 2009. Mr. Garcia-Tunon retired as the Chief Financial Officer of Wabtec Corporation, (“Wabtec”), a provider of products and services for the global rail industry, effective January 1, 2014. He continued to work with Wabtec as a strategic advisor through December 2017. Mr. Garcia-Tunon was named Executive Vice President and Chief Financial Officer for Wabtec in February 2012. Prior to that, he was Executive Vice President, Chief Financial Officer and Secretary of Wabtec since December 2010. Prior thereto, he served as Senior Vice President, Chief Financial Officer and Secretary of Wabtec since 2003. Having served as the Chief Financial Officer of a public company with global operations, Mr. Garcia-Tunon has leadership skills in international business, corporate governance and risk management. As a Certified Public Accountant, he also provides the Board and the Audit Committee, of which he is a Chairman, the strong financial and accounting skills required to be considered a financial expert. Mr. Garcia-Tunon is also Chairman of the Special Committee and is a member of the Executive and Compensation Committees. Mr. Garcia-Tunon currently is serving on the Boardboard of Directors of MSA Safety, Inc., a global leader in the development, manufacturedirectors,audit committee and supply of safety products that protect people and facility infrastructures, since 2012, and serves on the Audit, Legal and Finance Committees of that Board. He also serves as a member of the Board of Directors and Audit Committeefinance committee of Allison Transmission Holdings, Inc., a global provider of commercial-duty automatic transmissions and hybrid propulsion systems. Mr. Garcia-Tunon is a board member of the William and Mary Law School foundation and Senator John Heinz History Center, where he serves as its Treasurer. Mr. Garcia-Tunon graduated from the College of William and Mary with a Juris Doctor degree and is a graduate of the University of Virginia with a Bachelor of Science degree in Commerce and Accounting.

Jerry R. Whitaker, age 68,71, has served on the Board of Directors of the Company since July 2011. Mr. Whitaker was President of Electrical Sector-Americas, Eaton Corporation, a global manufacturer of highly engineered products, until his retirement in June 2011. Prior thereto, he served in various management positions at Eaton Corporation since 1994. Prior to joining Eaton Corporation, Mr. Whitaker spent 22 years with Westinghouse Electric Corporation. Mr. Whitaker’s experience and knowledge as an executive in global manufacturing industries and acquisition integration are valuable resources to the Company. Mr. Whitaker is the Chairman of the Nominating and Corporate Governance Committee and a member of the FinanceAudit and Executive Committees.Committees of the Company. Mr. Whitaker received a Bachelor of Science degree from Syracuse University and a Masters in Business Administration from George Washington University. He currently serves as a director on the boards of Crescent Electric Company, an independent distributor of electrical hardware and supplies, where he is a member of the Audit Committee and Chairman of the Compensation Committee, The Milliken Company, a privately-held diversified industrial company, where he is a member of the Compensation Committeecompensation committee and serves as Chairmanchairman of the Audit Committee,audit committee, and Sealed Air Corporation, a global leader in packaging, food safety and hygiene, where he serves as Chairmanchairman of the Board of Directors. He is also on the advisory board for Universal Electric Company, a manufacturer of customizable power distribution systems. Mr. Whitaker also serves on the Advisory Boardadvisory board of the School of Engineering at Syracuse University.

Joseph C. Bartolacci, age 58,61, was appointed Chief Executive Officer of the Company in 2006, and has served on the Board of Directors since 2005. Prior to his appointment as Chief Executive Officer, he was President and Chief Operating Officer of the Company since 2005. Prior thereto, he held various positions within Matthews, including President, Casket Division; Executive Vice President of Matthews; President, Matthews Europe; President, Caggiati, S.p.A. (a wholly-owned subsidiary of Matthews) and General Counsel of Matthews. Mr. Bartolacci provides management’s perspective in Board decisions about the business and strategic direction of the Company. He has first-handfirsthand operating experience in many of the Company’s diverse global businesses and brings a well-developed understanding of the industries in which the Company operates, as well as the opportunities within those industries to drive shareholder value. Mr. Bartolacci received a Bachelor of Science degree in Accounting from Saint Vincent College and a Juris Doctor from the University of Pittsburgh. Mr. Bartolacci serves on the Special Committee of the Board. He also serves on the Company’s Pension Board the Board of the Jas. H. Matthews & Co. Educational and Charitable Trust, and on the boards of various subsidiaries of Matthews. Other than the Company, Mr. Bartolacci serves on the board of one publicly-traded company. He is a member of the Board of Directors of Federated Investors,Hermes, a global investment management company. Mr. Bartolacci is also a member of the Board of Directors of Saint Vincent Collegecompany and the Carnegie Science Center.publicly-traded company.

Gregory S. Babe, age 61,64, has served on the Board of Directors since November 2010. Mr. Babe has served as the Company’s Chief Technology Officer since November 2015, and prior to that served as the Company’s Executive Vice President, Global Information Technology and Integration starting in November 2014. Mr. Babe also serves as President and Chief Executive Officer of Liquid X Printed Metals, Inc., a Carnegie Mellon University spin out. From July 2012 to June 2013, Mr. Babe served as Chief Executive Officer of Orbital Engineering, Inc., a privately held engineering services company. Mr. Babe retired as President and Chief Executive Officer of Bayer Corporation and Bayer MaterialScience LLC in June 2012. Mr. Babe was appointed President and Chief Executive Officer of Bayer Corporation and Senior Bayer Representative for the United States and Canada in October 2008. Mr. Babe was responsible for the North American activities of the worldwide Bayer Group, an international health care, nutrition and high-tech materials group based in Leverkusen, Germany. In addition, he held the position of President and Chief Executive Officer of Bayer MaterialScience LLC, a producer of polymers and high-performance plastics in North America, from July 2004 until June 2012. Mr. Babe is considered well-qualified to serve on the Company’s Board of Directors based on his experience as a Chief Executive Officer of a multinational manufacturing company. He possesses a strong background in manufacturing and regulatory and government affairs. Mr. Babe is a member of the

Katherine E. Dietze, age 61,64, has served on the Board of Directors of the Company since July 2008. Ms. Dietze was Global Chief Operating Officer, Investment Banking Division of Credit Suisse First Boston, a financial services company, until her retirement in 2005. She had also held the position of Managing Director, Investment Banking. Prior to joining Credit Suisse First Boston, Ms. Dietze was a Managing Director for Salomon Brothers Inc., a financial services company. Ms. Dietze brings a strong background in global investment and financial matters. With her background in investment banking, Ms. Dietze provides a unique and valuable perspective on global financial markets, investments and financial transactions. Ms. Dietze received a Bachelor of Arts degree from Brown University and graduated from Columbia University with a Masters in Business Administration in Finance and Marketing. Ms. Dietze serves as Chairperson of the Finance Committee and is a member of the Executive Committee. She is also a director and Chairpersonchairperson of the Audit Committee and a member of the Governance Committeeaudit committee of Cowen Group, Inc., a financial services firm. She previously served as Chairpersonchairperson of the Audit Committeeaudit committee and member of both the Governancegovernance and Compensation Committeescompensation committees for LaBranche, LLC, a financial services firm purchased by the Cowen Group in June 2011. InMs. Dietze served as a Trustee on the Liberty Property Trust board from January, 2011 Ms. Dietzeto March, 2020.

Lillian D. Etzkorn, age 52, was electedappointed to the Board of TrusteesDirectors on October 1, 2020. Ms. Etzkorn currently serves as Executive Vice President and Chief Financial Officer for Covia Corporation, a provider of Liberty Property Trust,high-quality minerals and material solutions for the industrial and energy markets, since October 2021. Ms. Etzkorn previously served as Senior Vice President and Chief Financial Officer for Shiloh Industries, Inc. from July 2018 to October 2021. Prior thereto, Ms. Etzkorn served as Chief Financial Officer for CPI Card Group, and was the Vice President, Treasurer of Dana Inc. from September 2011 to January 2017. Ms. Etzkorn’s strong leadership skills and financial acumen are important assets to Matthews. She holds a real estate investment trust, where she currently is a memberBachelor of Arts degree in Business Administration and Marketing from Eastern Michigan University and an MBA from the Audit and ChairpersonUniversity of the Governance Committees.Michigan.

Morgan K. O’Brien, age 58,61, has served on the Board of Directors of the Company since July 2011. Mr. O’Brien has served as the President and Chief Executive Officer of Peoples Natural Gas Company LLC, a utility serving the southwestern Pennsylvania market, sincefrom February 2010.2010 until March 16, 2020. Prior thereto, Mr. O’Brien served as President and Chief Executive Officer of Duquesne Light Holdings, an electric utility company serving western Pennsylvania, since 2001. He held various senior executive positions at Duquesne Light Holdings since 1991. Prior to joining Duquesne Light Holdings, Mr. O’Brien served in various management positions at PNC Bank and at major accounting firms. AsHaving served as a current Chief Executive Officer and with more than 10 years experience in that role, Mr. O’Brien brings significant leadership skills to the Board of Directors. With his experience in the areas of accounting and taxation, he also provides the Board and the Audit Committee, of which he is a member, with strong financial skills. Mr. O’Brien is also Chairman of the Compensation Committee and is a member of the Executive Committee. Mr. O’Brien received a Bachelor’s degree in Business Administration and a Masters degree in taxation from Robert Morris University. Mr. O’Brien serves on the Boardboard of Directors of Peoples Natural Gas Company LLC, HFF, Inc. and on the Board of Trusteestrustees of Robert Morris University. He also serves on the boards of several civic and charitable organizations in westernWestern Pennsylvania.

Don W. Quigley, Jr., age 63,66, has served on the Board of Directors of the Company since September 2015. Mr. Quigley is currently a Senior Advisor for the Boston Consulting Group, a global management consulting firm. Mr. Quigley served as President of U.S. Sales of Mondelez International, Inc., a global provider of snack food and beverage products to consumers from 2012 until his retirement in March 2015. Prior thereto, he served as President, Global Consumer Sales of Kimberly-Clark Corporation from 2004 to 2012, and Vice President of Sales for PepsiCo from 1998 to 2004. Mr. Quigley’s experience and knowledge as a senior sales and marketing executive at consumer products companies is a valuable resource to the Company. Mr. Quigley is a member of the Compensation and Finance Committees. Mr. Quigley received a Bachelor of Science degree in Business from the Kelley School at Indiana University. He currently serves on the Boardboard of Directorsdirectors of Gold Eagle Company, a family-owned provider of automotive fluids and additives.

The term for each nominee and director is listed below:

In fiscal 2019, DIRECTOR FEE PLAN2020 and 2021, the Company made the following equity awards:

The full text of the 2019 Director FeeRestated Plan (the “2019 Plan”) is set forth as Exhibit A to this Proxy Statement. The following description of the 2019Restated Plan is qualified in its entirety by reference to Exhibit A.

The totalUnder the Restated Plan, the maximum number of shares available for grants or awards is an aggregate of 3,450,000 shares, including 1,700,000 shares that were reserved for issuance under the Initial Plan. Restated Plan also includes a fixed sub-limit for the granting of incentive stock options. In general, without further shareholder approval, the maximum number of shares for which incentive stock options may be granted is 1,000,000 shares.

The Restated Plan provides for (i) the grant of incentive stock options under Section 422 of the Internal Revenue Code, (ii) the grant of nonstatutory stock options, (iii) the grant of stock appreciation rights, either granted in conjunction with stock options (i.e., tandem stock appreciation rights) or not in conjunction with options (i.e., freestanding stock appreciation rights), (iv) restricted share awards, (v) restricted stock units, (vi) performance units and (vii) other stock based awards. Although the Restated Plan permits the grant of incentive stock options, the Company has not granted incentive stock options under the Initial Plan or its prior equity incentive plans.

The maximum number of shares as to which awards other than performance units or “other stock-based awards” may be issuedmade under the 2019Restated Plan to any one employee in any one calendar year is 250,000 shares. The maximum value of the property, including cash, that may be paid or crediteddistributed to any participant pursuant to a deferred stock compensation account for subsequent issuancegrant of performance units in any one calendar year is 150,000 shares$5,000,000, and the maximum value of Common Stock. This total will be adjusted upon certain events such as a stock dividend on, or stock split of, the Common Stock. The shares whichStock and other property, including cash, that may be issued under the 2019 Plan may be either authorized but unissued sharespaid or shares previously issued and thereafter acquired by the Company, or a combinationdistributed to any participant with respect to “other stock based awards” in any one calendar year is also $5,000,000.

Except in the maximum aggregate fees paid under the 2019 Plan to a director and the fair market valuecase of equityperformance unit awards issued under the 2019 Plan shall not exceed $600,000 during such calendar year.

If the exercise price of any stock option and/or (ii) equalthe tax withholding obligations relating to any awards are satisfied by delivering shares or withholding shares relating to such award, the gross number of shares subject to the award will nonetheless be deemed to have been granted for purposes of the Restated Plan and any shares which are delivered back to the Company will not be added to the aggregate amountnumber of all Director Fees or Meeting Fees subject to such deferral election otherwise payable during such calendar year to such participant in cash divided byshares for which awards may be made under the fair market value of one share of the Company’s Common Stock on such payment date. No shares of DSUs or other assets shall be set aside until shares of DSUs actually become payable to a director or his beneficiary. No person shall have voting rights with respect to shares of DSUs credited to a deferred stock compensation account.

The Board and the Governance Committee havealso has the power to interpret the 2019Restated Plan and to prescribe such rules, regulations and procedures in connection with the operations of the 2019Restated Plan as they deemit deems necessary and advisable in theirits administration of the 2019Restated Plan.

Except in certain cases (principally certain change in control events) and as the Governance Committee may otherwise determine, noNo stock option may be exercised prior to two years from the date of grant or after the expiration of ten years from the date of grant.grant (five years in the case of an incentive stock option granted to a Ten Percent Employee). Unless the Governance Committee, in its discretion, otherwise determines, an exercisable stock option may be exercised in whole or in part. Otherwise stock options may be exercised at such times, in such amounts and subject to such restrictions as are determined in its discretion by the Governance Committee.

The option price for each stock option is payable in full in cash at the time of exercise; however, in lieu of cash the person exercising the stock option may, if authorized by the Governance Committee at the time of grant in the case of an incentive stock option or at any time in the case of a nonstatutory stock option, pay the option price in whole or in part by delivering to the Company shares of Common Stock having a fair market value on the date of exercise of the stock option equal to the option price for the shares being purchased, except that any portion of the option price representing a fraction of a share must be paid in cash.

If the person exercising a stock option participates in a broker or other agent-sponsored exercise or financing program, the Company willmay cooperate with all reasonable procedures of the broker or other agent to permit participation by the person exercising the stock option in the exercise or financing program. But, in such a case,program, but the exercise of the stock option shall not be deemed to occur and no shares of the Common Stock will be issued until the Company has received full payment in cash for the option price from the broker or other agent.

The grant of stock appreciation rights provides the holder with the right, upon the exerciseaggregate fair market value (determined as of the time the incentive stock appreciation rights, to receive a numberoptions are granted) of the shares of Common Stock with respect to which incentive stock options are exercisable for the first time by a participant in the Restated Plan during any calendar year may not exceed $100,000. If the date on which any incentive stock options may first be exercised would be accelerated pursuant to any provision of the Restated Plan or any stock option agreement, or amendment thereto, and the acceleration of such exercise date would result in a violation of this $100,000 restriction, then, notwithstanding any such provision, but subject to the authorization provided for in the following sentence, the exercise dates of such incentive stock options will be accelerated only to the date or dates, if any, that do not result in a violation of the $100,000 restriction, and in such event the exercise dates of the incentive stock options with the lowest option prices would be accelerated to the earliest such dates. The Committee may, in its discretion, authorize the acceleration of the exercise date of one or more incentive stock options even if such acceleration would violate the $100,000 restriction and one or more incentive stock options would thereby be converted in whole or in part to nonstatutory stock options.

consent and such termination occurs because the change in control provisions of the 2019 Plan, ifparticipant is a grantee is removed from office for cause or resigns without the consent of the Board,Disabled Participant, any then outstanding stock option and stock appreciation rightor SAR held by such grantee will terminate asthe participant is exercisable in full (whether or not so exercisable immediately prior to the termination of employment) at any time prior to the expiration of the closestock option or SAR or within one year after the date of business ontermination of employment, whichever is the last day on whichshorter period. In the granteeevent of the death of a participant during employment, any then outstanding stock option or SAR is exercisable in full (whether or not so exercisable immediately prior to the death of the participant) by the person or persons entitled to do so under the will of the participant or, if the participant shall fail to make testamentary disposition of the stock option or SAR or shall die intestate, by the legal representative of the participant, in either case at any time prior to the expiration of the stock option or SAR or within one year after the date of death, whichever is the shorter period. In the event of the death of a director.participant after termination of employment during a period when a stock option or SAR is exercisable, any outstanding stock option or SAR held by the participant at the time of death is exercisable by the person or persons entitled to do so under the will of the participant or by the legal representative of the participant (but only to the extent the stock option or SAR was exercisable immediately prior to the death of the participant) at any time prior to the expiration of the stock option or SAR within one year after the date of death, whichever is the shorter period.

Unless the Governance Committee, in its discretion, otherwise determines, no stock option or stock appreciation rightSAR granted under the 2019Restated Plan is transferable other than by will or by the laws of descent and distribution, or to certain types of trusts. Aand a stock option or stock appreciation rightSAR may be exercised during a grantee’sparticipant’s lifetime only by the granteeparticipant. If the Committee determines that an award is transferable, it may do so only to the extent that such transfer is made without the payment of value or consideration to the trustee of such trust.participant.

Each grant of a stock option or stock appreciation rightSAR must be confirmed by an agreement between the Company and the granteeparticipant which sets forth the terms of the grant.stock option or SAR.

Following a restricted sharestock award and prior to the lapse of the applicable restrictions, atto the Company’s discretion, the Company may holdextent that share certificates representing the restricted shares in escrow, issue shareare issued, such certificates to the awardee withwill either bear a legend referring toreferencing the restrictions or issue the shares in book-entry form in the name of the awardee. Except in certain circumstances, the Governance Committee, in its discretion, may determine that dividends and other distributions on the restricted shares shall notwill be paid to the awardee until the lapse or termination of the applicable restrictions. Unless otherwise provided, in its discretion,held by the Governance Committee, any such dividends or other distributions shall not bear interest.Company in escrow. Upon the lapse of the applicable restrictions unlegended(and not before such time), any share certificates representing the restricted shares and unpaid dividends, if any, will be delivered to the awardee. From the date a restricted share award is effective, however, the awardeeparticipant, or any shares evidenced by book-entry will be a shareholder with respectmarked unrestricted. If the restrictions applicable to allthe restricted stock award are not satisfied within the applicable period, the shares subject to the award will be forfeited, any certificates returned to the Company and any book entries changed to evidence transfer of the shares to the Company.

Unless the confirming agreement or an amendment thereto otherwise provides, but subject to the $100,000 restriction described above for incentive stock options and exceptions for certain participants described in Section 11 of the Restated Plan, notwithstanding any other provision contained in the 2019Restated Plan, upon the occurrence of any Section 1511 Event (i) all outstanding stock options and stock appreciation rightsSARs become immediately and fully exercisable whether or not otherwise exercisable by their terms, and(ii) all stock options and stock appreciation rightsSARs held by a directorparticipant whose service onemployment with the BoardCompany or a subsidiary terminates within one year of any Section 1511 Event for any reason other than voluntary termination with the consent of the Company or a subsidiary, retirement under any retirement plan of the Company or a subsidiary or death are exercisable for the longer of a period of three months from the date of such termination of service or the standard periods of expiration or termination as described above,employment, but in no event after the expiration date of the stock option or the stock appreciation rights.

employees eligible to be granted awards under the Restated Plan, (iv) change the maximum number of shares as to which awards may be made to any participant under the Restated Plan, (v) change the maximum amount that may be paid or distributed to any participant in any one calendar year under the Restated Plan pursuant to a grant of performance units or other stock-based awards, (vi) change the restrictions regarding repricing explained above, (vii) change the option price or base price of any SAR permitted under the Restated Plan, (viii) be made if shareholder approval of the amendment is at the time required for sharesawards under the 2019Restated Plan to qualify for the exemption from Section 16(b) of Exchangethe 1934 Act provided by Rule 16b-3 or by the rules of the Nasdaq Stock Exchange or any other stock exchange on which the Common Stock may then be listed.listed or (ix) be made to the extent such approval is needed for certain qualified performance-based awards to qualify for an exemption under Section 162(m) of the Code. In addition, no alteration or amendment of the 2019Restated Plan may, without the written consent of the holder of a stock option, stock appreciation rights, restricted shares or RSUsany award theretofore granted or awarded under the 2019Restated Plan, prior thereto, adversely affect the rights of such holder with respect thereto.

No shares of Common Stock shall be issued or credited, nor any options or stock appreciation rights granted, nor restricted stock awarded under the 2019 Plan after March 31, 2024, provided that this does not preclude the issuance of shares in payment of the balance of a director’s deferred stock compensation account or the exercise of previously granted stock options or stock appreciation rights.  Additionally, theThe Board of Directors may also terminate the 2019Restated Plan at any time, but termination of the 2019Restated Plan would not terminate any outstanding stock options or stock appreciation rightsawards granted under the 2019Restated Plan or cause a revocation or forfeiture of any restricted sharestock award under the 2019Restated Plan.

The 2019Restated Plan contains anti-dilution and anti-enlargement provisions providing for proportionate adjustment or substitution in the shares available for awards under the Restated Plan, in the various maximum aggregate number of shares of Common Stock for which stock options, stock appreciation rights and RSUs may be granted, as to which restricted shares may be awarded, andlimitations on awards under the Restated Plan, in the number of shares covered by outstanding stock options, stock appreciation rightsawards under the Restated Plan and RSUsin the exercise price of outstanding awards in certain events, including stock dividends on shares of outstanding Common Stock. The 2019 Plan also contains provisions providing for the substitutionmergers, consolidations, acquisitions of shares, stock rights offering, liquidation, separation, spinoff, disaffiliation of a subsidiary, extraordinary dividend, stock dividend, stock split, revenue stock split, reorganization, share combination or recapitalization.

Awards to a participant may, in the eventCommittee’s sole discretion at any time between the date of a reorganization, recapitalization, merger or similar event. The 2019 Plan provides for adjustments to stock options, stock appreciation rightsgrant and RSUs, and restrictions on distributions with respect to, or exchanges for restricted shares in the casethird anniversary of any spin-off, split-off, dividend in partial liquidationexercise, payment or in property other than cash,vesting of such awards, be cancelled, suspended or extraordinary distributionrequired to holders ofbe repaid to the Common Stock.

The Restated Plan has occurred)indemnification provisions providing indemnity for actions taken under the Restated Plan by members of the Company’s Board and declare forfeited all restrictedthe Company’s officers.

The Restated Plan contains provisions intended to comply with Section 409A of the Code (related to deferred compensation). The Committee may establish procedures allowing payment of an award to be deferred, provided any deferral is consistent with Section 409A of the Code. In such cases of deferral, the participant may be entitled to receive interest or dividends, or dividend equivalents, with respect to shares and RSUs heldcovered by the award, but in no event will any of the same be paid on any unearned performance units or performance share units until such person as to which the restrictions have not yet lapsed.units vest.