To Our Shareholders:

Shareholders of record as of the close of business on December 31, 202029, 2023 will be entitled to submit questions, listen to the meeting live and vote online at the Annual Meeting or any adjournments thereof.

Please indicate on the enclosed proxy card whether you will or will not be able to attend the virtual-only Annual Meeting. Return the card in the enclosed envelope as soon as possible. If you receive more than one proxy card (for example, because you own common stockshares of the Company’s Class A Common Stock (the “Common Stock”) in more than one account), please be sure to complete and return all of them.

            Sincerely,

            /s/ Steven F. Nicola

            Steven F. Nicola

            Chief Financial Officer and Secretary

Please note that you may vote by proxy prior to February 18, 202115, 2024 and still attend the Annual Meeting. Even if you currently plan to attend the Annual Meeting webcast, we strongly recommend that you also submit your proxy as described above so that your vote will be counted if you later decide not to attend the Annual Meeting. If you hold your shares in street name, we urge you to submit your proxy in advance as described below.

This proxy statement and the accompanying proxy card are being sent and made available to shareholders on or about January 19, 2021.[●], 2024. A copy of the Company’s Annual Report for Fiscal Year 2020fiscal year 2023 will be mailed with this proxy statement and is available online at www.matw.com/investors/sec-filings.

If you hold your shares in “street name,” you must follow the voting instructions provided by your bank, broker or other nominee to ensure that your shares are represented and voted at the Annual Meeting.

If you hold your shares in street name, you must obtain a “legal proxy” from the bank, broker or other nominee of your shares and send the “legal proxy” to Computershare as described above.

If you submit your proxy over the Internet, by telephone or by mail, you may change your voting instructions by subsequently properly submitting a new proxy. Only your most recent proxy will be exercised and all others will be disregarded, regardless of the method by which the proxies were authorized. You may also revoke your earlier proxy by voting "in person"“in person” at the Annual Meeting. Your attendance at the Annual Meeting "in person"“in person” will not cause your previously granted proxy to be revoked unless you specifically so request. If you hold your shares in “street name,” you should follow the instructions provided by your bank, broker or other nominee to revoke your proxy.

Notices of revocation of proxies delivered by mail must be delivered by February 7, 20215, 2024 to the Company’s principal offices at Two NorthShore Center, Pittsburgh, PA 15212-5851, Attention: Steven F. Nicola, Chief Financial Officer and Secretary.

The accompanying proxy is solicited by the Board of Directors of Matthews International Corporation (“Matthews” or the “Company”) whose principal executive offices are located at Two NorthShore Center, Pittsburgh, Pennsylvania 15212. This proxy statement is being sent and made available to shareholders on or about January 19, 2021.[●], 2024.

The Company has one class of stock outstanding: Class A Common Stock, par value $1.00 per share, referred to as the "Common“Common Stock."”

Each outstanding share of Common Stock of the Company entitles the holder to one vote upon any business properly presented at the shareholders' meeting. As provided in the Company’s Restated Articles of Incorporation, cumulative voting is not applicable to the election of directors.

The Board of Directors of the Company has established December 31, 202029, 2023 as the record date for shareholders entitled to vote at the Annual Meeting. The transfer books of the Company will not be closed, but only shareholders of record as of the close of business on December 31, 202029, 2023 will be entitled to vote at the Annual Meeting. AAs of the record date, a total of 31,674,696[●] shares of Common Stock arewere outstanding and are entitled to vote at the meeting. A quorum (the presence "in person"“in person” or by proxy of the majority of the voting power of the Common Stock) is required to transact business at the Annual Meeting. The holders of 15,837,348at least [●] shares of Common Stock will constitute a quorum at the Annual Meeting.

Abstentions and broker non-votes (explained herein) will be counted for purposes of determining a quorum. If your shares are held in street name, follow the voting instructions that you receive from your broker, bank or other nominee. If you want to vote "in person"“in person”, you must obtain a legal proxy from your broker, bank, or other nominee as further described in the above "About“About the Meeting"Meeting” section. If you do not submit voting instructions, your broker, bank, or other nominee may still be permitted to vote your shares under certain of the following circumstances:

The Restated Articles of Incorporation of the Company provide that the Board of Directors has the powerauthority to set the number of directors constituting the full Board, provided that such number shall not be less than five or more than fifteen. Effective October 1, 2020,Until further action, the Board has increasedfixed the number of directors from tenconstituting the full Board at ten. From time to eleven.time, the Board reassesses the number of directors constituting the full Board and, in anticipation of future retirements, may consider expanding the Board beyond ten. Pursuant to the Company’s Restated Articles of Incorporation, the Board of Directors is divided into three classes. The terms of office of the three classes of directors end in successive years.

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. Further,Additionally, the Company’s BylawsCorporate 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. The Board, with input from the Governance and Sustainability Committee and the Chief Executive Officer, will consider whether to accept such offer. Further, the

Company’s Amended and Restated By-laws 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.

The Board has currently determined that an independent, non-employee member should be appointed to serve as ChairmanChairperson of the Board. The Board believes that separation of the positions of ChairmanChairperson of the Board and Chief Executive Officer, with the appointment of an independent, non-employee director as ChairmanChairperson of the Board, strengthens the Company’s corporate governance. John D. Turnergovernance and enhances the Board’s ability to fulfill its oversight responsibilities. Alvaro Garcia-Tunon is the Company’s current independent, non-employee ChairmanChairperson of the Board.

Mr. TurnerThe Chairperson 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 five (5)eight (8) times in fiscal 2020.2023.

During fiscal 2020,2023, there were five (5)six (6) regularly scheduled meetings and notwo (2) special Board meetings.

There are six (6) standing committees appointed by the Board --Board: the Executive Committee, the Corporate Governance and Sustainability Committee, the Audit Committee, the Finance Committee, the Compensation Committee and the SpecialM&A Review Committee.

The Executive Committee is appointed by the Board to have and exercise during periods between Board meetings all of the powers of the Board during periods between Board meetings, 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. 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 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.

The members of the Executive Committee are John D. Turnercurrently Alvaro Garcia-Tunon (Chairperson), Katherine E. Dietze, Alvaro Garcia-Tunon,Lillian D. Etzkorn, Morgan K. O’Brien, and Jerry R. Whitaker. The Executive Committee holds meetings at such times as are required. The Executive Committee did not meet in fiscal 2020.2023.

The principal functions of the NominatingGovernance and Corporate GovernanceSustainability Committee are, among other things, to: (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, and recommend to the Board of Directors the director nominees for the next annual meeting of the shareholders; (3) maintain, monitor and recommend to the Board of Directors changes as necessary, to the Company’s Corporate Governance Guidelines;Guidelines, as necessary; (4) lead the Board of Directors in complying with its Corporate Governance Guidelines; (5) review and make recommendations to the Board of Directors concerning director compensation; and (6) review any related matters required by the federal securities laws or Nasdaq. The Governance and approve related person transactions pursuant to the Company’s Code of Business Conduct and Ethics (the "Code of Conduct"). The Nominating and Corporate GovernanceSustainability 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 that: (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 Company;Company, 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. In addition, the Governance and Sustainability Committee oversees, in conjunction with the Audit Committee and the Compensation Committee as determined by the Board, the Company’s sustainability and ESG-related engagement efforts with shareholders, other key stakeholders and proxy advisory firms. From time to time, the NominatingGovernance and Corporate GovernanceSustainability 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 NominatingGovernance and Corporate GovernanceSustainability Committee operates pursuant to a charter and the Company’s Corporate Governance

Guidelines, which are available for viewing on the Company’s investor relations website at www.matw.com/investors under the “Governance Documents” tab in the section entitled “Governance”.“Governance.” The Board has determined that all members of the NominatingGovernance and Corporate GovernanceSustainability Committee are independent in accordance with the listing standards of Nasdaq. The NominatingGovernance and Corporate GovernanceSustainability Committee met three (3)nine (9) times during fiscal 2020.2023. The current members of the NominatingGovernance and Corporate GovernanceSustainability Committee are Jerry R. Whitaker (Chairperson), Katherine E. Dietze and Terry L. Dunlap.

The principal functions of the Audit Committee are to provide oversight of: (1) the integrity of the Company'sCompany’s financial statements, reports on internal controls and other of the Company'sCompany’s financial information; (2) the Company'sCompany’s compliance with legal and regulatory requirements; (3) the qualifications and independence of the Company'sCompany’s independent registered public accounting firm; (4) enterprise risk, including cybersecurity programs; and (4)(5) the performance of the Company'sCompany’s internal audit function (including disclosure controls and procedures for internal controls over financial reporting) and independent registered public accounting firm. The Committee is also responsible for the oversight of the Company's environmental, health, and safety programs. 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 also responsible for appointing the Company'sCompany’s independent registered public accounting firm.firm and oversees, in conjunction with the Governance and Sustainability Committee and the Compensation Committee as determined by the Board, the Company’s sustainability and ESG-related engagement efforts with shareholders, other key stakeholders and proxy advisory firms. The Audit Committee operates pursuant to a charter, which is available for viewing on the Company’s investor relations website at www.matw.com/investors under the “Governance Documents” tab in the section entitled "Governance".“Governance.”

All of the Audit Committee members, Alvaro Garcia-Tunon (Chairperson), Terry L. Dunlap, Lillian D. Etzkorn (Chairperson), Morgan K. O’Brien, Aleta W. Richards and Jerry R. Whitaker, have been determined in the Board’s judgment to be independent from the Company and its management within the meaning of regulations of the U.S.

The Finance Committee provides oversight of the Company’s financial policies, strategies and capital structure. The Committee’s principal responsibilities include, among others, reviewing and monitoring of the Company’s: (1) significant capital expenditures; (2) mergers, acquisitions, divestitures, and divestitures;investments; (3) capital structure, debt and equity offerings; (4) the dividend policy and share repurchase program; (5) risk management programs;strategies for commodity, interest rate, foreign exchange and other financial exposures; and (6) investor relations program. The Committee also provides oversight to the Pension Board on employee retirement benefit plan matters and related plan investment management. Ms. Katherine E. Dietze is Chairperson of the Finance Committee. The other members of the Finance Committee are Gregory S. Babe, Don W. Quigley, Jr. and David A. Schawk. Effective February 20, 2020, David A. Schawk was appointed in place of Jerry R. Whitaker.and Lillian D. Etzkorn. The Finance Committee met five (5) times in fiscal 2020. Additionally, effective November 18, 2020, Lillian D. Etzkorn was appointed as an additional member of the Finance Committee.2023.

The principal functions of the Compensation Committee, the members of which are Morgan K. O’Brien (Chairperson), Alvaro Garcia-TunonTerry L. Dunlap, Aleta W. Richards and Don W. Quigley, Jr.,David A. Schawk, are to review periodically the suitability of the remuneration arrangements (including benefits) for the Company'sCompany’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 Compensation Committee also reviews, at least annually, succession plans for the position of Chief Executive Officer and other senior executive positions of the Company. The Committee also addresses matters related to the Company's human capital management. In addition, the Compensation Committee oversees, in conjunction with the Audit Committee and the Governance and Sustainability Committee as determined by the Board, the Company’s sustainability and ESG-related engagement efforts with shareholders, other key stakeholders and proxy advisory firms. The Compensation Committee operates pursuant to a charter, which is available for viewing on the Company’s investor relations website at www.matw.com/investors under the “Governance Documents” tab in the section entitled "Governance". “Governance.” Pursuant to its charter, the Compensation Committee may delegate any of its responsibilities to a subcommittee comprised of one or more of its members. In addition, the Compensation Committee may delegate to Company officers or a committee of employees any of its responsibilities with respect to non-equity based plans.

The Board has determined that all members of the Compensation Committee are independent in accordance with the listing standards of Nasdaq. During fiscal 2020,2023, the Compensation Committee met two (2)three (3) times.

The SpecialM&A Review Committee was initially established in 2014 to provideprovides oversight, on an as-needed basis, of integration planning and implementation for the Company’s significant acquisitions. The members of the SpecialM&A Review Committee were Alvaro Garcia-Tunonare Terry L. Dunlap (Chairperson), Gregory S. Babe, Joseph C. Bartolacci, and Terry L. Dunlap.David A. Schawk. The Committee did not meetmet four (4) time in fiscal 2020.2023.

The Compensation Committee currently consists of Mr.Morgan K. O’Brien Mr. Garcia-Tunon(Chairperson), Terry L. Dunlap, Aleta W. Richards and Mr. Quigley.David A. Schawk. None of the members of the Compensation Committee have ever been an officer or employee of the Company or any of its subsidiaries.subsidiaries, other than David A. Schawk, who served as Group President of SGK Brand Solutions from July 2014 to November 2019. 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 2020,2023, 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 Corporate Governance and Sustainability Committee. In performing its duties, the Corporate Governance and Sustainability Committee consults with various independent third-party advisors. In fiscal 2020,2023, the Corporate Governance and Sustainability Committee consulted with Pay Governance, LLC, an independent executive compensation consulting firm.

Under the Company’s 2019 Director Fee Plan, for fiscal 20202023, each eligible non-employee director received an annual retainer valued at $85,000,$90,000, which was payable either in cash or in shares of the Company’s common stock,Common Stock, as determined by the Corporate Governance and Sustainability Committee. If payable in cash, a director may elect to receive the annual retainer in (a) shares of Company Common Stock or (b) 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 eligible to receive an annual stock-based grant in the form of either non-statutory stock options, stock appreciation rights, restricted shares or restricted share units.units (“RSUs”). The form and value of the awards are determined by the Corporate Governance and Sustainability Committee. The

value of the annual grants awarded for fiscal 20202023 was $125,000,$140,000, issued in the form of restricted share units,RSUs, which vest on the second anniversary of the date of the grant. At December 31, 2020, there were 150,000 shares available for future grant under the 2019 Director Fee Plan, including 71,686 restricted share units that have been granted 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 2020.2023.

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

Joseph C. Bartolacci, Katherine E. Dietze, Lillian D. Etzkorn and Morgan K. O'Brien, whose terms of office are expiring, have been nominated by the CorporateBoard of Directors upon the recommendation of the Governance and Sustainability Committee to serve for three-year terms that will end in 2024. Lillian D. Etzkorn, who was appointed to the Board of Directors on October 1, 2020, has also been nominated by the Corporate Governance Committee to serve2027 or until their successors are elected and qualified.

The Company’s process for identifying and evaluating director nominees and 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 NominatingGovernance and Corporate GovernanceSustainability Committee (including personal interviews with selected candidates), and a formal recommendation by the Corporate Governance and Sustainability Committee to the Board of Directors regarding the candidate considered to be the most qualified to be nominated for election to the Board or to fill the director vacancy.

The Corporate Governance and Sustainability 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

The table below sets forth, as of the Company’s Corporate Governance Guidelines, anydate of this Proxy Statement, certain information that has been furnished to us by each current director standing for re-election and each other individual who experiences a change in principal occupation or primary business affiliation while servinghas been nominated by the Board to serve as a director must promptly offer to submit a letter of resignationour Company:

The paragraphs below provide further information about each Board Nominee, each of Directorswhom 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 Board believes that Mr. Bartolacci is well-qualified to serve on the Company’s Board of Directors based on his firsthand 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 degreeIn addition, he provides management’s perspective in Accounting from Saint Vincent CollegeBoard decisions about the business and a Juris Doctor from the University of Pittsburgh. Mr. Bartolacci serves on the Special Committeestrategic direction 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 Federated Investors, a global investment management company and publicly-traded company.Company.

The Board believes that Mr. Dunlap is well-qualified to serve on the Indiana UniversityCompany’s Board of Pennsylvania Foundation Board.Directors due to his experience and knowledge in the global manufacturing industry.

Don W. Quigley, Jr., age 65, has servedThe Board believes that Mr. Garcia-Tunon is well-qualified to serve on the Company’s Board of Directors due to his having served as the Chief Financial Officer of a public company with global operations, he has leadership skills in international business, corporate governance and risk management. As a Certified Public Accountant, he also provides the Board with strong financial and accounting skills.

Marketing and International Business and a Doctor of Business Administration from the Ross School of Business, Georgia State University. He currently serves

The Board believes that Dr. Richards is well-qualified to serve on the boardCompany’s Board of directors of Gold Eagle Company, a family-owned provider of automotive fluidsDirectors with her strong background and additives.expertise in international business, marketing, sales, strategy as well as human resources and people management.

The Board believes that Mr. Schawk is well-qualified to serve on the Company’s Board of Directors based on his experience as a Chief Executive Officer and director of a multinational brand development and brand management company.

The term for each nomineeof the Board’s nominees and directorthe continuing directors is listed below:

The Audit Committee of the Company's Board of Directors has appointed Ernst & Young LLP as the independent registered public accounting firm to audit the records of the Company for the year ending September 30, 2021.2024.

The Audit Committee has determined that it would be desirable as a matter of good corporate practice to request an expression of opinion from the shareholders on the appointment. Ratification of the appointment of Ernst & Young LLP requires the affirmative vote of a majority of the shares representedcast at the meeting and entitled to vote, a quorum being present. Abstentions will have the effect of a vote cast “against” the proposal.

If the shareholders do not ratify the selection of Ernst & Young LLP, the selection of an alternative independent registered public accounting firm will be considered by the Audit Committee; provided, further, however, even if the shareholders do ratify the selection of Ernst & Young LLP, as requested in this Proxy Statement, the Audit Committee reserves the right, at any time, to re-designate and retain a different independent registered public accounting firm to audit the records of the Company for the year ending September 30, 2021.2024.

It is not expected that any representative of Ernst & Young LLP will be present at the Annual Meeting of the Shareholders.

As described in the Compensation Discussion and Analysis in this Proxy Statement, and summarized in the “Executive Summary” thereto, the Compensation Committee of the Board has developed an executive compensation program designed to pay for performance and to align the long-term interests of our named executive officers with the long-term interests of our shareholders. The Company presents a proposal for an advisory (non-binding) vote on the executive compensation of the Company’s named executive officers on an annual basis. Accordingly, the Company is presenting the following proposal, which gives our shareholders the opportunity to endorse or not endorse our pay program for named executive officers by voting for or against the resolution set forth below. This resolution is required pursuant to Section 14A of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Approval of the compensation paid to our named executive officers, as disclosed in this Proxy Statement, will be approved (on a non-binding basis) if the proposal receives the affirmative vote of at least a majority of the shares represented, "in person" or by proxy,cast at the meeting and entitled to vote, a quorum being present. Abstentions and broker non-votes will have the effect of a vote cast “against” the proposal. Because the vote is advisory, it will not be binding on the Board. However, the Board and the Compensation Committee will review the voting results and take into account the outcome when considering future executive compensation arrangements. The Board and management are committed to our shareholders and understand that it is useful and appropriate to obtain the views of our shareholders when considering the design and implementation of executive compensation programs.

The Company'sCompany’s Restated Articles of Incorporation divide its voting stock into three (3) classes: Preferred Stock, and Class A and Class B Common Stock. At the present time, no shares of Preferred Stock or Class B Common Stock are issued or outstanding. The following information is furnished with respect to persons who the Company believes, based on its records and filings made with the SEC, beneficially own five percent or more of the outstanding shares of Common Stock of the Company, and with respect to directors, officers and executive management. Those individuals with more than five percent of the Company's Common Stock could be deemed to be "control persons"“control persons” of the Company.

This information presented is as of November 30, 2020,2023, except as otherwise noted. The percentage ownership calculation is based on 30,751,662 shares of Common Stock outstanding.

The Company has established guidelines for stock ownership by management, which are intended to promote the alignment of the interests of management with the Company’s shareholders. As more fully described under “Compensation Discussion and Analysis” of this Proxy Statement, the guidelines provide for ownership by management of shares of the Company’s Common Stock with a minimum market value ranging up to six times base salary depending upon the individual’s position with the Company. Individuals are expected to achieve compliance with these guidelines within a reasonable period of time after appointment to their respective positions.

For purposes of these guidelines, stock ownership includes all shares directly owned (including shares held under the Employee Stock Purchase Plan and time-vesting restricted share units or shares), but does not include outstanding stock options or unvested performance-based restricted share units or shares. Immediate compliance with these guidelines is not mandatory; however, individuals are expected to undertake a program to achieve compliance within five years of their hire date or promotion to their respective position. The ownership policy mandates that at least 50% of the after-tax shares realized upon an option exercise or vesting of restricted stock or restricted share units must be retained until the ownership guideline is met. Compliance with these ownership guidelines is one of the factors considered by the Compensation Committee in determining eligibility for participation in the Company’s equity compensation programs. As of November 30, 2020,2023, all NEOs (as defined below) exceeded, and were therefore in compliance with, the Company’s stock ownership guidelines.

The Company has also adopted guidelines for stock ownership by non-employee directors, which require that each director maintain ownership of shares of the Company’s Common Stock (either directly, through restricted shares or restricted share units issued under the Company’s Director Fee Plan or through shares held in a deferred stock compensation account for the benefit of the director under the Company’s Director Fee Plan) with a market value approximating five times the current annual retainer ($85,000)90,000). Directors are expected to achieve compliance with these guidelines within a reasonable period of time after becoming a director. As of November 30, 2020,2023, all of the directors had met or exceeded, and were therefore in compliance with, the Company’s stock ownership guidelines or are within the reasonable time period for compliance.

The Compensation Committee has reviewed and discussed the following Compensation Discussion and Analysis with the Company’s management. Based upon such review and discussion, the Compensation Committee recommends to the Board of Directors that the Compensation Discussion and Analysis be included in the Company’s 20212024 Proxy Statement, and incorporated by reference in the Company’s Annual Report on Form 10-K for the year ended September 30, 2020.2023.

The Company's executive compensation policies are administered by the Compensation Committee of the Board of Directors. The Compensation Committee consists of threefour independent directors: Mr. O’Brien (Chairperson), Mr. Garcia-Tunon,Dunlap, Dr. Richards and Mr. Quigley.Schawk. Compensation for the Company's CEO,Chief Executive Officer, Chief Financial Officer, and the three other most highly compensated executives is presented in the Summary Compensation Table.Table and the other tables that follow.

Continuous improvement in operating results and the creation of shareholder value are key elements of the compensation philosophy of Matthews. This philosophy serves as the framework for the Company’s executive compensation program. Our program is designed to provide incentive arrangements that reward executives for improvement in the Company’s operating results and appreciation in our stock value.

To underscore the importance of “pay-for-performance” in our compensation philosophy and our Company’s culture, our Compensation Committee (referred to throughout this section as the Committee)"Committee") has developed incentive arrangements based on rigorous performance standards. Our annual incentive compensation plan rewards executives for the attainment of adjusted EBITDA (earningsearnings before interest, income taxes, depreciation and amortization ("EBITDA")), economic value added, and adjusted operating cash

flow targets. Adjusted net income is utilized instead of adjusted EBITDA for Corporate participants. For purposes of our annual incentive plan, “economic value added” is the measure of adjusted EBITDA (or adjusted net income for Corporate participants) compared to the cost of the capital utilized to generate this income. Adjusted operating cash flow is defined as adjusted EBITDA less capital expenditures plus/minus changes in working capital of the Company's business units. Our long-term incentive plan awards in fiscal 2023 rewards participants for the achievement of earnings per share targets and return on invested capital ("ROIC"value (“ROIC”).

The principal objectives of the Company’s executive compensation program for the Company’s named executive officers ("NEOs"(“NEOs”) and other executive officers, are to:

The Company seeks to accomplish these objectives by maintaining a compensation philosophy that emphasizes rigorous performance-based programs. The foundation of itsour philosophy is to:

Our compensation philosophy targets the market median for all elements of compensation.

In response to lower shareholder support (approximately 69%) at our 2018 annual meeting,At the Committee adopted significant changes to our executive compensation program design effective beginning in fiscal 2019. As a result, at theCompany’s annual meeting held in February 2020,2023, approximately 92%90% of votes cast were in support of the compensation of our NEOs. Given this increased level of support, the Committee is satisfiedbelieves that the changes made moreCompany’s executive compensation programs appropriately link our executive compensation to the performance of the Company and better reflect contemporary practices. The Committee isremains committed to routinely reviewing and updating our executive compensation program as appropriate.

In addition, the Committee routinely evaluates responses from the Company’s ongoingannual outreach efforts with its largest shareholders and consistent with fiscal 2019, deemed that the current executive compensation design aligns with the expectations of our shareholders. No critical feedback was received from shareholders that suggested the Committee needs to revise the design of a particular compensation policy or practice. Therefore, based on the results of our latest Say-on-Pay vote and feedback from investors, the Committee maintained its recently-adopted changes to the core executive compensation design. A summary of our executive compensation program for fiscal 20202023 is included in the table below.

Our executive compensation program is comprised of the following key elements. Each is designed to meet the objectives of our executive compensation program as established by the Committee:

The following executive compensation practices and policies have been adopted by the Committee to ensure sound corporate governance and alignment of the interests of executives and the Company’s shareholders. Many of these policies and practices have been adopted to discourage excessive risk-taking by our executive team.

In response toDespite the impact of COVID-19,challenging conditions over the past several years, including the pandemic and the global economy, the Committee made no changes toemphasized the importance of remaining consistent with the Company’s executive compensation philosophies, which target base salarysalaries at market median levels and long-term incentive plan componentsreward executives for performance against pre-established targets and creation of executiveshareholder value. As noted in the pie chart on page 30, variable, at-risk compensation accounted for 83% of our CEO’s target compensation.

Key performance indicators considered by the Committee in November 2022 in determining Mr. Bartolacci’s compensation for fiscal 2020. For the annual incentive compensation program, the Committee took the following actions2023 were as follows:

The pie charts below show the mix of target compensation provided to our CEO and other NEOs in fiscal 2020.2023. Variable, at-risk compensation accounted for 80%83% of our CEO’s target compensation and 65%66% of our other NEOs compensation on average.

The principal function of the Compensation Committee is to review the Company’s compensation and benefit programs, including executive compensation and benefits, to ensure that total compensation is appropriate, competitive and consistent with the Company’s compensation philosophy. In performing its duties, the Compensation Committee consults with the Company’s CEO, the Company’s Senior Vice President, Human Resourceshuman resources leadership and various independent external advisors. In fiscal 2020,2023, the Compensation Committee consulted principally with Pay Governance, LLC, an independent executive compensation consulting firm. Pay Governance, LLC does not perform any other services for the Company and reports directly to the Compensation Committee. The Compensation Committee has full authority to retain external advisors, consultants and agents, as necessary, in the fulfillment of its responsibilities. The Compensation Committee reviews the performance and the fees of the independent consultant each year and determines whether to retain such consultant for the upcoming year.

Among its other duties, the Compensation Committee has responsibility for setting executive base salary levels and administering the terms and policies of the following key executive benefit plans:

In general, the Compensation Committee’s desire to align the Company's executive compensation program with market levels drives the allocation between short-term and long-term compensation, as well as cash and equity components. The Compensation Committee believes that the level of compensation provided to an executive should be based on success against pre-established performance goals that drive the creation of shareholder value. To achieve this objective, the Company has built its current annual cash incentive

targets. For the long-term plan, the Compensation Committee generally provided equity awards in fiscal 20202023 (November 2019)2022) and fiscal 2024 (November 2023) with vesting provisions dependent on time and service (35%(40%) and the achievement of adjusted earnings per share (32.5%(stock price appreciation in fiscal 2024) (30%) and return on invested capital (32.5%(30%) targets. The Company has no formal policy regarding the allocation of variable and fixed compensation for its NEOs.

The Compensation Committee has considered whether its executive compensation program promotes risk taking at levels that are unacceptable to the Company. The Compensation Committee considered the following factors related to risk:

The Compensation Committee believes that the above factors as well as the overall executive compensation design, policies and mix of compensation serve to manage risk in a manner that is acceptable to the Company and its shareholders.

The Compensation Committee makes decisions regarding executive compensation with input from its independent consultant. When making decisions regarding compensation for the CEO, the Compensation Committee has a process in which it considers comparative market data provided by its independent consultant and the CEO’s performance assessment prepared by the Company’s Board of Directors. When making decisions regarding compensation for executives other than the CEO, the Compensation Committee considers comparative market data and seeks input and evaluates recommendations from the CEO. In order to obtain comparative market data for evaluating executive compensation, the Company, through its independent consultant, utilizes compensation data published by Willis Towers Watson. The Company targets industrial and manufacturing companies of similar size, complexity, employment region and performance in developing this set of comparative data. Because data sample sizes for these types of companies may not be sufficient, the Company supplements such data with broader and more general industry data to develop its market data.

In evaluating compensation for fiscal 2020,2023, the Compensation Committee’s independent consultant developed a group of peer companies to make assessments of market compensation and to determine the alignment of compensation earned relative to Company and peer performance. The peer group targeted industrial/manufacturing companies of similar size, complexity, employment region and performance. The peer group of companies used in evaluating compensation (“Peer Group”) for 20202023 was:

The Compensation Committee does not consider amounts from prior performance-based compensation, such as prior bonus awards or realized or unrealized equity compensation gains, in its decisions to increase or decrease compensation in the current year. The Compensation Committee believes that this would not be in the best interest of retaining and motivating the executive.

The Compensation Committee believes there are different ways of assessing whether compensation paid to executives aligns with the performance of the Company. For the Compensation Committee’s consideration in understanding the Company’s pay-for-performance alignment, the Compensation Committee’s compensation consultant examined the relationship of the Company's CEO’s realizable compensation and the Company’s performance relative to the CEO compensation and performance of the Peer Group. Performance was defined as the relative ranking of the following four performance metrics:

The consultant evaluated each performance metric independently relative to the Peer Group for the three-year period 20172020 through 2019,2022, and the five-year period 20152018 through 2019.2022. The relative ranking of each performance metric was averaged to form a composite ranking. The Company’s relative composite performance ranking was aligned with the Peer Group as follows:

The Compensation Committee evaluated this information and concluded that the Company’s relative performance was aligned with the relative realizable value of compensation paid to the CEO on a three-year and five-year basis.

As further emphasis on the Compensation Committee’s philosophy to align long-term incentive compensation with the Company’s performance, below is a table which reflects, as of SeptemberNovember 30, 2020,2023, the actual realized portion of the performance-based long-term incentive compensation awards that were granted over the past five fiscal years for the Company's CEO: