and continuing with Oak Industries, which acquired Atlantic Laminates, until 1980. Ms. Groehl’s background with the Company and extensive experience in the global electronics industry enable her to provide the Board and the Company with insight into that industry and to offer valuable perspectives on the Company’s operations, culture and corporate planning and budgeting and on its marketing and sales efforts and programs.

Yvonne Julian has been a director of the Company since May 2021. Ms. Julian enjoyed a 36-year career with The Dow Chemical Company from which she retired in 2015. Yvonne started her career at Dow in 1979 as a Research Assistant working on projects related to preparing Dow to enter the polycarbonate market. She began her Dow sales career as a Trainee and Sales Representative in 1983. Ms. Julian was promoted to Global Account Executive in 1990 and served in positions of increasing responsibility until her retirement. In each of these positions, Ms. Julian was responsible for the Company’s account with Dow, and in such capacity, worked seamlessly with Park on joint strategies, new products and other matters. Prior to joining The Dow Chemical Company, Ms. Julian was a Laboratory Technician with the Institute of Gas Technology, and previously held a similar position with the McCrone Research Institute, both located in the Chicago, Illinois area. Today, Ms. Julian serves as Vice President and member of the Executive Leadership Team of the Greenville Center for Creative Arts. She previously served on the board of directors of Hightowers Petroleum Company. Ms. Julian received a Bachelor of Science degree in Chemistry with honors from the Illinois Institute of Technology in Chicago, Illinois, and a Master of Business Administration degree in Operations Management from Golden Gate University in San Francisco, California. Ms. Julian’s decades of experience in the industrial materials and chemicals industries and her experience working with Park as a customer enable her to provide the Board and the Company with important insights into the aerospace composite materials and structures industries.

Brian E. Shorehas been a director of the Company since 1983, Chief Executive Officer since 1996 and Chairman of the Board since July 2004. He was also President of the Company from 1996 until July 28, 2014, when he was succeeded by Christopher T. Mastrogiacomo, the current President of the Company.2014. Mr. Shore

Composite Optics, Inc. Mr. Smith’s twenty years of broad and extensive background and experience in the aerospace advanced composite materials industry, and in the manufacturing operations of aerospace composite materials manufacturers, enable him to provide the Board and the Company with insight into the aerospace advanced composite materials industry, in whichindustry.

D. Bradley Thress has been a director of the Company participates,since February 2021. Mr. Thress is President and Chief Executive Officer of FlightSafety International, located in Melville, New York, and has served in that capacity since February of 2020. FlightSafety International, a Berkshire Hathaway company, is the world’s pre-eminent professional pilot training company. FlightSafety operates learning centers in 11 countries, employs over 1,800 highly experienced professional instructors and offers more than 4,000 courses for pilots, technicians, flight attendants and dispatchers. From 1992 through February 2020, Mr. Thress worked for Textron Aviation and held a number of key positions at that company, including Senior Vice President of Global Parts, Programs and Flight Operations, Senior Vice President of Engineering, Senior Vice President of Business Jets and Senior Vice President of Customer Service. Mr. Thress started at Textron Aviation as a Demonstration Pilot. Textron Aviation, which is a subsidiary of Textron, Inc., is a world leading manufacturer of business jets, turboprops and other aircraft. From 1984 to assist1992, Mr. Thress served in the United States Air Force as a T-38A Instructor Pilot, a KC-135R Aircraft Commander and a T-38A and AT-38B Detachment Commander, among other positions. Mr. Thress received a Bachelor of Engineering Science and Mechanics degree from the University of Tennessee in Knoxville, Tennessee and a Master of Business Administration degree from Baker University in Overland Park, Kansas. Mr. Thress’ broad and extensive background and experience in the aircraft industry will enable him to provide the Board and the Company as it continues to makewith important insights into the aerospace a major area of business focus in addition to electronics.industry generally.

Steven T. Warshawhas been a director of the Company since 2004. Mr. Warshaw was Chairman of the Board, President and Chief Executive Officer of M Cubed Technologies, Inc., a manufacturer of ceramic materials for semiconductor equipment and armor applications, in Monroe, Connecticut from July 2002 to October 2005 and President, Hexcel Schwebel Division, Hexcel Corporation, a supplier of specialized fabrics for reinforcement of laminates used in printed circuit boards and in commercial aerospace, recreation and other industrial applications, in Anderson, South Carolina, from April 2000 to November 2001. Hexcel Schwebel was and is a supplier of raw materials to the Company. Prior to 2000, Mr. Warshaw was Senior Vice President, World Wide Sales and Marketing, of Photronics, Inc., a manufacturer of photomasks used to transfer circuit patterns onto semi-conductorsemi-conductor wafers, in Brookfield, Connecticut, from February 1999 to April 2000 and President, Olin Microelectronic Materials, a supplier of advanced chemicals and related products, in Norwalk, Connecticut, from January 1996 to January 1999. Prior to 1996, Mr. Warshaw worked in numerous financial and management leadership positions with Olin Corporation (including Vice President, Strategic Development and Finance of Olin Chemicals Group, Vice President and General Manager of Olin Performance Urethanes,

interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The Board has determined that the following current directors and/or nominees have no material relationships with the Company and are “independent” as required by and as defined in the director independence standards of the New York Stock Exchange: Dale Blanchfield, Shane Connor, Emily J. Groehl, Yvonne Julian, Carl W. Smith, D. Bradley Thress and Steven T. Warshaw. In addition, the Board had previously determined that former director Peter Maurer was independent under the New York Stock Exchange standards. In determining that Ms. Groehl is “independent”, the Board considered the fact that she provided consulting services to the Company during the Company’s fiscal years ended February 28, 2016 and March 2, 2014 for which the Company paid consulting fees to Ms. Groehl in the amounts of $1,450 and $2,715, respectively. Brian E. Shore does not satisfy such independence standards because he is an employee of the Company.

Board Committees

The Company’s Audit Committee currently consists of Dale Blanchfield, Emily J. Groehl, Carl W. Smith and Steven T. Warshaw.Warshaw, with Mr. Smith as Chair of such Committee. The Board of Directors has determined that Mr. Warshaw is an “audit committee financial expert” as defined in rules of the Securities and Exchange Commission and that each of Messrs. Blanchfield, Smith and Warshaw and Ms. Groehl is “independent” as required by and as defined in the audit committee independence standards of the Securities and Exchange Commission and of the New York Stock Exchange.Exchange and has sufficient knowledge in reading and understanding financial statements to serve on the Audit Committee. The designation as an “audit committee financial expert” does not impose on such person any duties, responsibilities, obligations or liabilities that are greater than those which are generally imposed on each member of the Audit Committee and the Board, and such designation does not affect the duties, responsibilities, obligations or liabilities of any other member of the Committee or the Board. The duties and responsibilities of the Audit Committee are set forth in a written charter of such Committee first adopted by the Board in July 2000 and subsequently amended and restated in May 2004, and are described elsewhere in this Proxy Statement under the caption “Other Matters — Audit Committee Report”. The Audit Committee also issues the Audit Committee Report required to be included in the Company’s Proxy Statement by rules of the Securities and Exchange Commission. The Audit Committee Report for the Company’s 20162023 fiscal year is set forth elsewhere in this Proxy Statement under the caption “Other Matters — Audit Committee Report”.

The Company has a Compensation Committee and a Stock Option Committee each currently consisting of Dale Blanchfield, Emily J. Groehl, Carl W. Smith and Steven T. Warshaw. Ms. Groehl is Chair of the Compensation Committee, and Mr. Warshaw is Chair of the Stock Option Committee. Each member of the Compensation and Stock Option Committees is “independent” as required by and as defined in the compensation committee independence standards of the New York Stock Exchange. The functions of the Compensation and Stock Option Committees are set forth in written charters of such Committees adopted by the Board, and such functions are described elsewhere in this Proxy Statement under the caption “Executive“Named Executive Officer Compensation — Compensation Discussion and Analysis — Board Process”.

The Company has a Nominating Committee currently consisting of Dale Blanchfield, Emily J. Groehl, Yvonne Julian, Carl W. Smith and Steven T. Warshaw.Warshaw, with Mr. Warshaw as Chair of such Committee. The functions of the Nominating Committee, which areinclude to identify and recommend to the Board of Directors individuals qualified to serve as directors of the Company and on committees of the Board and to oversee the evaluation of the Board and the Company’s management, are set forth in a written charter of such Committee adopted by the Board. The Nominating Committee recommended to the Board, and the Board nominated, Dale Blanchfield, Shane Connor, Emily J. Groehl, Yvonne Julian, Brian E. Shore, Carl W. Smith, D. Bradley Thress and Steven T. Warshaw as nominees for election as directors at the Meeting.

The charters of the Audit, Compensation, Stock Option, Nominating and Corporate Governance Committees are available on the Company’s web site atwww.parkelectro.comwww.parkaerospace.com under the caption “Shareholders — Charters and Codes” as required by rules of the New York Stock Exchange. In addition, the charters of such Committees are available in print to any shareholder upon request submitted to the Corporate Secretary at the Company’s office at 48 South Service1400 Old Country Road, Melville,Westbury, New York 11747.11590.

During the Company’s last fiscal year, the Board met fiveseven times and authorized action by unanimous written consent on sixnine occasions, the Audit Committee met seven times, the Compensation Committee authorized action by unanimous written consent on one occasion, the Stock Option Committee met threefive times and authorized action by unanimous written consent on one occasion, the Nominating Committee met once, the Corporate Governance Committee met once, the Compensation Committee met once, the Stock Option Committee met twice and authorized action by unanimous written consent on one occasion, the Corporate Governance Committee met once, and the non-managementindependent directors met in executive session without management twice.one time. At each meeting of the non-managementindependent directors, the Lead Independent Director presides. The functions of the Lead Independent Director are described elsewhere in this Proxy Statement under the caption “Election of Directors — Board“Board Leadership Structure”. Each of the directors attended more than 75% of all of the meetings held by the Board and each committee thereof of which such director was a member during the Company’s last fiscal year.

The Board’s Role in Risk Oversight

One of the Board’s functions is oversight of risk management. “Risk” is inherent in business, and the Board seeks to understand and advise on risk in conjunction with the activities of the Board and the Board’s committees. Management of the Company is responsible for identifying risk and risk controls related to significant business activities; mapping the risks to Company strategy; and developing programs and recommendations to determine the sufficiency of risk identification, the balance of potential risk to potential reward, and the appropriate manner in which to control risk. The Board implements its risk oversight responsibilities by having management provide periodic briefings on the significant voluntary and involuntary risks that the Company faces and how the Company is seeking to manage risk. In some cases, as with risks of new technology and risks related to product acceptance, risk oversight is addressed as part of the Board’s oversight of business and strategic developments. In other cases, a Board committee is responsible for oversight of specific risk topics. The Audit Committee oversees issues related to internal control over financial reporting, the Compensation Committee reviews risks that may be implicated by the Company’s compensation programs, as discussed below, and the Corporate Governance Committee oversees risks related to governance policies and practices. The Board and Board committees generally discuss relevant risks and risk control; and the Board members assess and oversee the risks as a part of their review of the related business, financial, or other activities of the Company. In addition, the Board receives presentations during the year from management regarding specific potential risks and trends as necessary. At each Board meeting, the Chief Executive Officer addresses matters of particular importance or concern, including any significant areas of risk requiring Board attention. The Board believes that the practices described above, and the current leadership structure, facilitate effective Board oversight of the Company’s significant risks.

Risk Assessment in Compensation Programs

The Board has assessed the Company’s compensation programs and has concluded that the Company’s compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Company.

Lead Independent Director.  DuringDale Blanchfield has served as the Company’s 2013 fiscal year, the Board amendedLead Independent Director since October 2012. Pursuant to the Company’s Corporate Governance Guidelines, to provide thatas amended, the independent directors of the Board will annually elect by majority vote a Lead Independent Director, who may be removed or replaced at any time with or without cause by a majority of the independent directors, and the independent directors of the Board elected Dale Blanchfield as the Lead Independent Director.

Pursuant to the Company’s Corporate Governance Guidelines, as amended, thedirectors. The Lead Independent Director has the authority to call meetings of the non-managementnon-management directors or the independent directors; develops agendas for meetings of the non-managementnon-management directors or independent directors in consultation with the Chairman and Chief Executive Officer; presides at all meetings of the non-managementnon- management directors or independent directors; provides input on the agenda for meetings of the Board; leads the independent directors in the annual evaluation of the performance of the Chief Executive Officer and communicates that evaluation to the Chief Executive Officer; consults with the Chairman on other matters that are pertinent to the Board and the Company; and has such other powers and responsibilities as requested by the Board.

Annual Meeting Attendance

It is the Company’s policy that all directors are invited to and encouraged to attend Annual Meetings of Shareholders, and all the members of the Board of Directors attended the Annual Meeting of Shareholders held virtually on July 21, 2015.19, 2022.

Director Compensation

Each director who is not an employee of the Company or any of its subsidiaries receives a fee of $22,000$25,000 per annum for services as a director; the Lead Independent Director receives aan additional fee of $7,000 per annum for services as such Director;director; each member of the Audit Committee, other than the Chairman of the Committee, receives a fee of $2,000 per annum for services as a member of the Committee, and the Chairman of the Audit Committee receives a fee of $4,000 per annum for services as Chairman of the Committee; each member of the Compensation Committee receives a fee of $2,000 per annum for services as a member of such Committee; and each Directordirector and each Committee member is reimbursed for travel expenses incurred in attending meetings of the Board and of Committees of the Board.

On July 21, 2015, Mr. Smith received Each director may also receive a non-qualified stock option for 7,500 sharesgrant in the discretion of Common Stock at an exercise price of $17.96 per share under the Company’s 2002 Stock Option Plan; on January 12, 2016, Mr. Blanchfield received a non-qualifiedCommittee. The Company does not provide stock option for 5,000 shares of Common Stock at an exercise price of $14.48 per share under the Company’s 2002 stock Option Plan; and on January 12, 2016, Messrs. Smith and Warshaw and Ms. Groehl each received a non-qualified stock option for 3,000 shares of Common Stock at an exercise price of $14.48 per share under the Company’s 2002 Stock Option Plan. The option granted to Mr. Smith on July 21, 2015 expires on July 21, 2025, and each of the aforementioned options granted on January 12, 2016 expires on January 12, 2026; and each of the aforementioned options is exercisable 25 percent after one year from date of grant, 50 percent after two years from date of grant, 75 percent after three years from date of grant and 100 percent after four years from date of grant. In the event that the service of an optionee as a director of the Company is terminated during the term of the option, the option may be exercised by the optionee, to the extent the optionee was entitled to do so on the date of such termination, until

Name		Fees Earned or Paid in Cash ($)				Option Awards ($)(a)				Total ($)
Dale Blanchfield		$	35,000			$	17,800			$	52,800
Emily J. Groehl			22,000				10,680				32,680
Peter Maurer (b)			13,000				0				13,000
Carl W. Smith			15,475				47,880				63,355
Steven T. Warshaw			26,000				10,680				36,680

Ms. Julian held outstanding stock options for 12,500 shares of Common Stock, Mr. Shore held outstanding stock options for 215,000 shares of Common Stock (see the Summary Compensation Table below), Mr. Smith held outstanding stock options for 24,500 shares of Common Stock, Mr. Thress held outstanding stock options for 12,500 shares of Common Stock, and Mr. Warshaw held outstanding stock options for 23,000 shares of Common Stock.

Director Stock Ownership Guideline

During the Company’s 2013 fiscal year, the Board resolved that after a reasonable period of time each director should own approximately 1,000 or more shares of Common Stock. All the directors who were elected prior to 2021 satisfy such guideline.

The amounts of compensation awarded for each element of the Company’s compensation program (i.e., salary increases, bonuses and stock options) are subjective and not based on any formula or any pre-determinedpre- determined or other objective criteria. The Compensation Committee’s subjective assessments of the Company’s “overall”overall results of operations include the Company’s gross operating margins, operating income, net income and net income.earnings before interest, taxes, depreciation and amortization. The Committee’s assessment of an executive’s “overall”overall performance may include such performance factors as leadership qualities, intensity of efforts, cost containment efforts and the success of product promotions. These qualitative inputs are not translated into objective pay determinations for the amounts of salary increases, bonuses or stock option grants.

Base Salaries.  Salaries.    Salaries of executive officers are determined based on the significance of the position to the Company, individual experience and expertise, individual performance and information gathered informally as to compensation levels of comparable companies in the same geographic location as the Company, except the salary of the Chief Executive Officer, who has declined to accept the Compensation Committee’s offer of a salary increase each year since the Company’s 2001 fiscal year.year and has voluntarily reduced his salary since the 2019 fiscal year, as described below. The Compensation Committee reviews the salary of each executive officer annually and makes adjustments as appropriate, taking into account the recommendations of the Chief Executive Officer.

The Compensation Committee generally provides annual increases in base salaries to compensate for general inflation and cost-of-livingcost-of-living increases and occasional, special increases as a result of changes in functional responsibility, promotions, extraordinary efforts, or special accomplishments and the other factors described elsewhere in this “Compensation Discussion and Analysis”.

In November 2014,As previously reported by the Company, the Chairman of the Board and Chief Executive Officer, Brian E. Shore, voluntarily reduced his annual salary from $250,000 to $220,000 for the 2021 fiscal year, and he has continued this voluntary salary reduction for the 2022, 2023 and 2024 fiscal years, after voluntarily reducing his annual salary from $357,760 to $250,000 for the 2019 fiscal year and continuing this voluntary salary reduction for the 2020 fiscal year. Mr. Shore reduced his salary by 20% for an indefinite period as$10,700 during the 2022 fiscal year fourth quarter to offset the cost of a gesture of solidarity with theNew Year’s bonus paid to employees of the Company’s Nelco Products, Inc.Company in appreciation of their dedication and Neltec, Inc. business units in Fullerton, California and Tempe, Arizona who were working reduced hours or four-day work weeks in responsecommitment to the weak marketCompany. As stated in North Americathe Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on March 10, 2020, Mr. Shore’s voluntary $30,000 reduction of his annual salary in the 2021 fiscal year was intended to pay for the Company’s high-end electronic materials

the recommendations of the Chief Executive Officer of the Company. The Stock Option Committee provides annual stock option grants based generally on the individual’s position in the Company, the individual’s salary level, the amounts of grants in the past and the total amount expected to be expensed by the Company in the fiscal year for stock option grants and, onfor named executive officers other than the Chief Executive Officer, the Chief Executive Officer’s subjective view of the individual’s overall performance, and the other factors described elsewhere in this “Compensation Discussion and Analysis” and his recommendations to the Committee, which the Committee then reviews with the Chief Executive Officer. In granting stock options, the Stock Option Committee generally does not consider the equity ownership levels of the recipients. The grants for the 2016 fiscal year to the named executive officers and certain other employees of the Company were made on January 12, 2016. This timing was selected because it enabled the Committee to consider the 2016 fiscal year performance by the Company and the potential recipients. The Stock Option Committee has the sole authority to grant stock options and has not delegated any authority to grant stock options.

The Company has not had, and does not have, a program, plan or practice to select the dates of grants of stock options to executive officers or to any employee or director of the Company in coordination with the release of material non-publicnon-public information. The Company does not plan to time, and it has not previously timed, its release of material non-publicnon-public information for the purpose of affecting the value of executive compensation. In addition, the Company does not have a program, plan or practice of granting stock options and setting the exercise price or prices of such options based on the pricefair market value of the Company’s Common Stock on a date other than the grant date. Pursuant to the terms of the Company’s 2002 Stock Option Plan, which was approved by the shareholders of the Company at the Annual Meeting of Shareholders held on July 17, 2002 and which terminated as to the granting of new awards on May 21, 2018, and the 2018 Stock Option Plan, which was approved by the shareholders of the Company at the Annual Meeting of Shareholders held on July 24, 2018, the purchase price of the Common Stock under each stock option granted by the Company is no less than the fair market value of the Common Stock at the time of grant, which, pursuant to the terms of such Plan,Plans, is the reported closing price of the Common Stock on the New York Stock Exchange on the date preceding the date the option is granted.

Board Process.  Process.    The Compensation Committee of the Board approves all salary and bonus compensation and the Stock Option Committee of the Board approves all grants of stock options for executive officers. Executive officers include the Chief Executive Officer, the Chief Financial Officer and the three other executive officers named in the “Summary Compensation Table” elsewhere in this Proxy Statement and the Vice President — Aerospace of the Company.Statement. The Compensation Committee and the Stock Option Committee review the performance and compensation of the Chief Executive Officer and, following discussions with him, establish his compensation level. As he has in the past since the Company’s 2001 fiscal year, the Chief Executive Officer Brian E. Shore, declined to accept the Compensation Committee’s offer of a salary increase and, as disclosed elsewhere in this Proxy Statement and as previously reported by the Company, the Chief Executive Officer voluntarily reduced his annual salary from $250,000 to $220,000 for the 2021 fiscal year, ended February 28, 2016.and he has continued this voluntary salary reduction for the 2022 and 2023 fiscal years, after voluntarily reducing his annual salary from $357,760 to $250,000 for the 2019 fiscal year and continuing this voluntary salary reduction for the 2020 fiscal year. The Chief Executive Officer reduced his salary by $10,700 during the 2022 fiscal year fourth quarter to offset the cost of a New Year’s bonus paid to employees of the Company in appreciation of their dedication and commitment to the Company. Mr. Shore reduced his salary by $5,200 during the 2023 fiscal year fourth quarter to offset the cost of a Christmas bonus paid to employees of the Company. For the remainingother executive officers, the Chief Executive Officer makes recommendations to the Compensation Committee and to the Stock Option Committee. The amount of discretionary contributions to the Profit Sharing Plan for each fiscal year is determined by the Board taking into account the recommendations of the Chief Executive Officer.

The Board, the Compensation Committee and the Stock Option Committee, as the case may be, use no set formulas in making their determinations and may ascribe different weight to different factors for each executive officer. The weight ascribed to each factor may vary from year to year.

Deductibility of Executive Compensation.    Section 162(m) of the Internal Revenue Code.  The Board and prohibits the Compensation Committee have reviewed the impactdeduction of Section 162(m) of the Code, which limits the deductibility of certain otherwise deductible compensation in excess of $1 million per year paid to the Chief Executive Officer, the Chief Financial Officer and the other executive officers named in the “Summary Compensation Table”Table for 2023, 2022 and 2021 Fiscal Years” elsewhere in this Proxy Statement. It is the Company’s policy to attempt to design its executive compensation plans and arrangements to be treated as tax deductible compensation wherever, in the judgment of the Board or the Compensation Committee, as the case may be, to do so would be consistent with the objectives of that compensation plan or arrangement. Accordingly, the Board and the Compensation Committee from time to time may consider whether changes in the Company’s compensation plans and arrangements may be appropriate to continue to fulfill the requirements for treatment as tax deductible compensation under the Code.

Shareholder Vote on Executive Compensation.  Compensation.    The Company has considered the results of the most recent shareholder advisory vote on executive compensation required by the Securities and Exchange Commission’s proxy rules in determining its compensation policies and decisions. In light of the high level of support the proposal to approve the compensation of the named executive officers received at the July 21, 201519, 2022 Annual Meeting and at prior Annual Meetings, the Company’s compensation policies and decisions, explained

Compensation Committee Interlocks and Insider Participation

All members of the Compensation Committee were independent directors during the 2023 fiscal year, and none of them is, or has been, an employee or officer of the Company, except that Emily Groehl was an employee of the Company prior to 2006 and a consultant of the Company prior to 2020, and Carl Smith was an employee of the Company prior to 2007 and a consultant of the Company prior to 2012. During the 2023 fiscal year, none of the Company’s executive officers served on the compensation committee (or equivalent) or the board of directors of another entity whose executive officers served on the Board or the Compensation Committee.

Summary Compensation Table for 2023, 2022 and 2021 Fiscal Years

The following table shows all the compensation paid by the Company for the last three completed fiscal years for the Company’s Chief Executive Officer, the Company’s Chief Financial Officer, and the three otherCompany’s two next most highly compensated executive officers who were serving in such capacities atcapacity as of the endlast day of the Company’s lastmost recently completed fiscal year, which was February 28, 2016.26, 2023.

Name and Principal Position		Year (a)				Salary				Bonus (b)				Option Awards (c)				All Other Compensation (d), (e)				Total
Brian E. Shore (f) Chairman of the Board and Chief Executive Officer			2016			$	357,760			$	—			$	124,600			$	—			$	482,360
			2015				336,368				0				284,900				0				621,268
			2014				357,760				40,000				323,400				5,865				727,025
P. Matthew Farabaugh (g) Senior Vice President and Chief Financial Officer			2016				184,070				—				35,600				—				217,839
			2015				175,483				16,000				73,260				0				264,743
			2014				178,150				20,000				73,920				4,557				276,627
Christopher T. Mastrogiacomo (h) President and Chief Operating Officer			2016				360,325				—				97,900				—				454,641
			2015				329,433				50,000				162,800				0				542,233
			2014				310,287				50,000				138,600				5,865				504,752
Stephen E. Gilhuley Executive Vice President –  Administration and Secretary			2016				230,018				—				35,600				—				263,330
			2015				219,282				17,500				73,260				0				310,042
			2014				222,612				18,000				101,640				5,695				347,947
Constantine Petropoulos (i) Vice President and General Counsel			2016				303,000				—				42,720				—				343,701
			2015				142,500				25,000				81,400				0				248,900

____________

Mr. Shore has declined to accept the Compensation Committee’s offer of a salary increase and a bonus each year since the Company’s 2001 fiscal year, except for the bonuses for the 2008 through 2014 fiscal years, which he donated in their entirety to charity.

In November 2014,As disclosed elsewhere in this Proxy Statement and as previously reported by the Company, the Chief Executive Officer voluntarily reduced his annual salary from $250,000 to $220,000 for the 2021 fiscal year, and he has continued this voluntary salary reduction for the 2022, 2023 and 2024 fiscal years, after voluntarily reducing his annual salary from $357,760 to $250,000 for the 2019 fiscal year and continuing this voluntary salary reduction for the 2020 fiscal year. He volunteered such reduction without any consideration of the Chief Executive Officer pay ratio disclosed elsewhere in this Proxy Statement and, therefore, with no intention to affect such ratio. Mr. Shore voluntarily reduced his salary by 20% for an indefinite period as$10,700 during the 2022 fiscal year fourth quarter to offset the cost of a gesture of solidarity with theNew Year’s bonus paid to employees of the Company’s Nelco Products, Inc.Company in appreciation of their dedication and Neltec, Inc. business units in Fullerton, California and Tempe, Arizona who were working reduced hours or four-day work weeks in responsecommitment to the weak marketCompany. Mr. Shore’s voluntary $30,000 reduction of his annual salary in North Americathe 2021 fiscal year was intended to pay for the portion of the increase, in such fiscal year, to the cost of the Company’s medical insurance plan which otherwise would need to be paid for by the Company’s employees through increases to their weekly medical insurance plan contributions. Mr. Shore did not want the Company’s employees to pay more for their medical insurance coverage. Mr. Shore reduced his salary by $10,700 during the 2022 fiscal year fourth quarter and $5,200 during the 2023 fiscal year fourth quarter to offset the cost of bonuses paid to employees of the Company.

(a)      Information is provided for the Company’s high-end electronic materials products,fiscal years ended February 26, 2023, February 27, 2022 and February 28, 2021.

(b)      The amounts of bonuses for the four other2023, 2022 and 2021 fiscal years consist of discretionary annual bonuses.

(c)      The amounts in this column are the grant date fair values of stock options granted to each of the named executive officers for or during such fiscal years, estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions: a risk-free interest rate of 2.70%, based on U.S. Treasury rates at the date of grant with maturity dates approximately equal to the estimated term of the Company identified above voluntarily reduced their salaries by 10%. Such salary reductions, other than Mr. Shore’s salary reduction, were discontinued effective January 5, 2015, and such salaries were restored effective asoptions at the date of that date to the amounts that existed immediately prior to such reductions; and as a resultgrant; expected volatility of the restoration, effective January 5, 2015, of the salaries and full work weeks28.21%, based on historical volatility of the Company’s Nelco Products, Inc.common stock; expected dividend yield of 3.32%, based on the regular quarterly cash dividend per share most recently declared by the Company; an estimated 8.09 year term of the options, based on evaluations of the historical and Neltec, Inc. employees, Mr. Shore discontinued his salary reduction, effective March 2, 2015.expected future employee exercise behavior; and on the exercise price of $12.06 of the option granted. These amounts do not correspond to the actual value that will be realized by the named officers if and when they exercise the options.

option iswas granted. Options granted under the PlanPlans become exercisable 25% one year after the date of grant, with an additional 25% becoming exercisable each succeeding anniversary of the date of grant, and expire ten years after the date of grant.

____________

(a)      All options become exercisable 25% one year after the date of grant, with an additional 25% exercisable each succeeding anniversary of the date of grant,grant.

(b)      Option exercise prices have been adjusted for the special cash dividends of $2.50 per share paid on February 25, 2014, $1.50 per share paid on February 24, 2015, $3.00 per share paid on February 13, 2018, $4.25 per share paid on February 5, 2019 and $1.00 per share paid on February 20, 2020.

(c)      All options expire ten years after the date of grant.

PROPOSAL NO. 2 — ADVISORY (NON-BINDING) RESOLUTION RELATING TO 2016 FISCAL YEAR
COMPENSATION OF THE NAMED EXECUTIVE OFFICERS

The Dodd-FrankDodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank“Dodd-Frank Act”), which was signed into law by President Obama on July 21, 2010, requires public companies to provide their shareholders with a non-bindingan advisory, non-binding vote to approve executive compensation at least once every three years. The Company is providing this shareholder advisory vote on its executive compensation in accordance with Section 14A of the Exchange Act and Exchange Act Rule 14a-21(a)14a-21(a), which the Securities and Exchange Commission (the “SEC”) adopted on January 25, 2011 in order to implement the Dodd-FrankDodd-Frank Act’s requirement. The Company will include a shareholder vote on executive compensation in its proxy materials each year until the next required vote on the frequency of shareholder votes on executive compensation, which must be held no later than 2024, or until the Company’s Board of Directors otherwise determines that a different frequency is in the best interests of the Company and its shareholders.

As described in the “Compensation Discussion and Analysis” elsewhere in this Proxy Statement, the Compensation and Stock Option Committees have developed an executive officer compensation program designed to pay for performance and to align the long-termlong-term interests of the Company’s named executive officers with the long-termlong-term interests of the Company’s shareholders. The Company’s disclosure in the Compensation Discussion and Analysis and the disclosure included elsewhere in this Proxy Statement under the caption “Executive“Named Executive Officer Compensation” have been provided in response to the requirements of Item 402 of Regulation S-KS-K of the SEC and explain the compensation policies under which the Company paid its named executive officers for the 20162023 fiscal year.

Under the Dodd-FrankDodd-Frank Act and the related SEC rules, the Company’s shareholders’ vote on this resolution is an advisory or “non-binding”“non-binding” vote. This means that the purpose of the vote is to provide shareholders with a method to give their opinion to the Board and the Compensation and Stock Option Committees about the Company’s executive officer compensation. The Board is not required by law to take any action in response to the shareholder vote. As an advisory vote, the outcome of this vote is not binding on the Company or on the Board. However, the Board and the Compensation and Stock Option Committees will consider the voting outcome in connection with their ongoing evaluation of the Company’s compensation programs and arrangements.

Shareholders are being asked to approve the Company’s named executive officer compensation as described in this Proxy Statement. This approval vote is not intended to address any specific element of compensation but rather the overall compensation of the Company’s named executive officers and the philosophy, policies and practices described in this Proxy Statement.

The Board recommends that shareholders approve the following resolution:

RESOLVED, that the shareholders approve the 2016 fiscal year compensation of the named executive officers, as disclosed in this Proxy Statement pursuant to Item 402 of Regulation S-KS-K of the Securities and Exchange Commission (including the Compensation Discussion and Analysis, the compensation tables and other narrative executive compensation disclosures).

Vote Required

Approval of the 2016 fiscal year compensation of the Company’s named executive officers, on an advisory basis, requires the affirmative vote of the holders of a majority of the shares casting votes in persononline or by proxy on this proposal at the Meeting. Abstentions and broker non-votesnon-votes will have no effect on the outcome of the vote.

The Board recommends that shareholders vote “FOR” approval of the 2016 fiscal year compensation of named executive officers, as disclosed in this Proxy Statement pursuant to Item 402 of Regulation S-KS-K of the Securities and Exchange Commission.Proxies solicited by the Board will be voted in accordance with their terms and, in the absence of contrary instructions, for the approval, on an advisory basis, of the Company’s 2016 fiscalnamed executive officer compensation.

PROPOSAL NO. 3 — ADVISORY (NON-BINDING) VOTE RECOMMENDING HOW OFTEN THE COMPANY SHOULD CONDUCT A SHAREHOLDER ADVISORY VOTE ON EXECUTIVE COMPENSATION

The Dodd-Frank Act also requires public companies to provide their shareholders with an advisory, non-binding vote to recommend to the company how often shareholders believe the company should conduct a shareholder advisory vote on executive compensation, referred to as a “say-on-pay” vote. In accordance with the SEC’s rules, shareholders must have the ability to vote on one of four alternatives concerning how frequently the company should have a say-on-pay vote: every year, every two years, every three years or abstain from voting. The Company is providing this shareholder advisory vote in accordance with Section 14A of the Exchange Act and Exchange Act Rule 14a-21(b), which the SEC adopted on January 25, 2011 in order to implement the Dodd-Frank Act’s requirement.

The Board believes that a shareholder say-on-pay vote every year to consider the approval (on an advisory basis) of the compensation of the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, is most appropriate.

Under the Dodd-Frank Act and the related SEC rules, this vote is an advisory or “non-binding” vote. The purpose of an advisory vote is to provide shareholders with a mechanism to provide their opinion to the Board. The Board is not required by law to act or otherwise implement the time period receiving the most votes cast. In fact, the Board is permitted to choose to hold a say-on-pay vote on a different schedule. As an advisory vote, the outcome of this vote is not binding on the Company or on the Board. However, the Board will take into account the results of this vote in determining how often the Company should conduct a shareholder advisory vote on executive compensation.

Unlike the other proposals included on the proxy card, shareholders have four choices as to how to vote on this proposal. Shareholders may cast their votes on their preferred voting frequency by choosing the option of one year, two years, three years or abstain from voting when shareholders vote in response to this proposal.

Vote Required

The choice of one year, two years or three years receiving the most votes cast will be considered the recommendation by shareholders. Abstentions and broker non-votes will have no effect on the outcome of the vote.

The Board recommends that shareholders select “ONE YEAR” to advise the Board how often the Company should conduct a shareholder advisory vote on executive compensation.    Proxies will be voted in accordance with their terms and, in the absence of contrary instructions, for conducting the advisory vote every year.

PROPOSAL NO. 4 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Ratification of Appointment of Independent Registered Public Accounting Firm

The Audit Committee has appointed CohnReznick LLP as the Company’s independent registered public accounting firm for the current fiscal year, which ends February 26, 2017,March 3, 2024, to audit the consolidated financial statements of the Company and its subsidiaries for the 20172024 fiscal year and the Company’s internal control over financial reporting;year; and the Board is requesting ratification of such appointment by the shareholders at the Meeting. If this appointment is not ratified by the holders of a majority of the shares voting in persononline or by proxy at the Meeting, the Audit Committee will consider appointing another independent registered public accounting firm. The Audit Committee may terminate the appointment of CohnReznick LLP as the Company’s independent registered public accounting firm without the approval or ratification of the Company’s shareholders whenever the Audit Committee considers such termination to be appropriate. A representative of CohnReznick LLP is expected to be virtually present at the Meeting and will have an opportunity to make a statement if such representative so desires and will be available to respond to appropriate questions.

Vote Required

Ratification of CohnReznick LLP as the Company’s independent registered public accounting firm requires the affirmative vote of the holders of a majority of the shares casting votes in persononline or by proxy on this proposal at the Meeting. Abstentions will have no effect on the outcome of the vote.

The Board recommends that shareholders vote “FOR” the ratification of the appointment of CohnReznick LLP as the Company’s independent registered public accounting firm.Proxies solicited by the Board will be voted in accordance with their terms and, in the absence of contrary instructions, for the ratification of such appointment.

Change in Independent Registered Public Accounting Firm

On May 16, 2014 the Audit Committee of the Board of Directors of the Company authorized the immediate dismissal of Grant Thornton LLP as the Company’s independent registered public accounting firm. Grant Thornton had served as the Company’s independent registered public accounting firm since August 5, 2004 for the fiscal year commencing March 1, 2004. On June 11, 2014, the Audit Committee engaged CohnReznick LLP as the Company’s independent registered public accounting firm to audit the Company’s financial statements and internal control over financial reporting.

The reports of Grant Thornton on the Company’s financial statements for the years ended March 3, 2013 and March 2, 2014 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles.

During the Company’s fiscal years ended March 3, 2013 and March 2, 2014, and during the subsequent period preceding the date of the Audit Committee’s determination to dismiss Grant Thornton, there were no disagreements with Grant Thornton on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Grant Thornton, would have caused it to make reference to the subject matter of the disagreements in connection with its reports, except as follows:

(i) in connection with Grant Thornton’s audit of the Company’s financial statements for the fiscal year ended March 2, 2014 (the “2014 Audit”), the Company had a disagreement with Grant Thornton regarding the accounting for a non-cash charge for the accrual of U.S. income taxes on the undistributed earnings of the Company’s subsidiary in Singapore, which was resolved to Grant Thornton’s satisfaction; and

(ii) in connection with the 2014 Audit, the Company had a disagreement with Grant Thornton regarding Grant Thornton’s finding or assertion of a material weakness in the Company’s internal control over financial reporting, which was resolved to Grant Thornton’s satisfaction.

Grant Thornton reviewed the subject matter of the aforementioned disagreements with the Audit Committee, and the Company authorized Grant Thornton to respond fully to the inquiries of CohnReznick LLP concerning the subject matter of such disagreements.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires the Company’s officers and directors, and persons who own more than 10 percent of a registered class of the Company’s equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission and the New York Stock Exchange. Officers, directors and greater than 10 percent shareholders are required by regulations of the Securities and Exchange Commission to furnish the Company with copies of all Section 16(a) reports they file. Based solely on a review of the copies of such reports furnished to the Company, or written representations that no Form 5 reports were required, the Company believes that all Section 16(a) filing requirements applicable to its officers, directors and greater than 10 percent beneficial owners were complied with during the 2016 fiscal year, except that Robert J. Yaniro, former Vice President and Corporate Controller of the Company, inadvertently did not file his Form 4 Statement of Changes in Beneficial Ownership of Securities in a timely manner reporting his acquisition of a stock option from the Company on January 12, 2016. Such Statement was filed on March 14, 2016 by Mr. Yaniro.

SHAREHOLDER PROPOSALS

Shareholder proposals intended to be presented at the 20172024 Annual Meeting of Shareholders pursuant to Rule 14a-814a-8 under the Exchange Act must be received by the Company at the Company’s principal executive offices for inclusion in the Proxy Statement and form of Proxy relating to that meeting by February 16, 2017. In order for shareholder proposals made outside of Rule 14a-8 under the Exchange Act to be considered “timely” within the meaning of Rule 14a-4(c) under the Exchange Act, such proposals must be received by the Company at the Company’s principal executive offices by April 20, 2017.2024. The Company’s By-LawsBy-Laws require that proposals of shareholders made outside of Rule 14a-814a-8 under the Exchange Act must be submitted, in accordance with the requirements of the By-Laws,By-Laws, which are consistent with Rule 14a-19, not later than April 20, 201719, 2024 and not earlier than March 21, 2017.20, 2024.

OTHER MATTERS

Audit Committee Report

The Audit Committee assists the Board in fulfilling its oversight responsibilities with respect to the accounting, auditing, financial reporting, internal control and legal compliance functions of the Company and its subsidiaries. The Board of Directors has determined that all members of the Audit Committee are “independent”, as required by the current rules of the New York Stock Exchange. The Committee functions pursuant to a Charter that has been adopted by the Board, as required by rules of the New York Stock Exchange.

Management of the Company is responsible for the preparation, presentation and integrity of the Company’s financial statements, and for maintaining appropriate accounting and financial reporting principles and policies and internal controls and procedures designed to provide reasonable assurance of compliance with accounting standards and applicable laws and regulations. The independent registered public accounting firm is responsible for planning and carrying out an audit in accordance with the standards of the Public Company Accounting Oversight Board and expressing an opinion as to the conformity of the financial statements with generally accepted accounting principles and as to the Company’s internal control over financial reporting.principles.

In the performance of its oversight function, the Audit Committee has reviewed and discussed the audited financial statements for the fiscal year ended February 28, 201626, 2023 with management and with CohnReznick LLP, the Company’s independent registered public accounting firm for the 20162023 fiscal year. The Audit Committee has also discussed with the independent registered public accounting firm the matters required to be discussed by Auditing Standard No. 16,Communications with Audit Committees, as adopted bythe applicable requirements of the Public Company Accounting Oversight Board.Board and the Securities and Exchange Commission. This discussion included, among other things, the quality of the Company’s accounting principles, the reasonableness of significant estimates and judgments, and the clarity of disclosure in the CompanyCompany’s financial statements, including the disclosures relating to critical accounting policies and practices used by the Company. The Audit Committee has reviewed permitted services under the rules of the Securities and Exchange Commission as currently in effect and discussed with CohnReznick LLP their independence from management and the Company, including the matters in the written disclosures and the letter from the independent registered public accounting firm required by the Public Company Accounting

Communications with Directors

The Board has established a process to receive communications from shareholders and other interested parties. Shareholders and other interested parties may contact any member (or all members) of the Board, including the non-managementnon-management directors as a group, by mail. To communicate with the Board, of Directors, any individual director or the non-managementnon-management directors, correspondence should be addressed to the Board of Directors or any such individual director or the non-managementnon-management directors by either name or title. All such correspondence should be sent “c/o Corporate Secretary”Chief Financial Officer” at the Company’s office at 48 South Service1400 Old Country Road, Melville,Westbury, New York 11747.11590.

All communications received as set forth in the preceding paragraph will be opened by the office of the Company’s Corporate SecretaryChief Financial Officer for the sole purpose of determining whether the contents represent a message to the directors of the Company. Any contents that are not in the nature of advertising, promotions of a product or service, or patently offensive material will be forwarded promptly to the addressee. In the case of communications to the Board or the non-managementnon-management directors, the Corporate Secretary’sChief Financial Officer’s office will make sufficient copies of the contents to send to each director who is a member of the group to which the communication is addressed.

Code of Ethics and Business Conduct

For more than forty-five years, theThe Company has maintainedmaintains basic corporate rules and guidelines agreed to in writing by its Chief Executive Officer and its business unit presidents and controllers. Such rules and

Insider Trading Policies and Procedures

Since 1994, the Company has adopted policies and procedures governing the purchase, sale and other disposition of the Company’s Common Stock by directors, officers and employees of the Company that are designed to promote compliance with insider trading laws, rules and applicable listing standards in the form of memoranda to participants in the Company’s Stock Option Plan. The current version of such memoranda is a memorandum dated May 19, 2022 from the President of the Company, which is filed as Exhibit 99.1 to the Company’s Form 10-K Annual Report for the fiscal year ended February 26, 2023.

Equity Compensation Plan Information

____________

(a)      As of the end of the 2023 fiscal year, the Company’s only equity compensation plan was its 2018 Stock Option Plan, which was approved by the Company’s shareholders in July 2018. Prior to the 2018 Stock Option Plan, the Company had the 2002 Stock Option Plan which had been approved by the Company’s shareholders and provided for the grant of stock options to directors and key employees of the Company.

Pay Versus Performance

In August 2022, the SEC adopted a new Pay Versus Performance (“PVP”) disclosure rule as mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act. Compliance with the new rules is required for fiscal years ending on or after December 16, 2022. The final rules were codified under Item 402(v) of Regulation S-K (together with other official guidance, “Item 402(v)”) and require the Company to provide the following tabular and narrative disclosures.

Background

The following section has been prepared in accordance with the new PVP disclosure rule, which requires public companies to disclose information reflecting the relationship between a company’s financial performance and two newly defined terms, Compensation Actually Paid (“CAP”) and Average Compensation Actually Paid (“Average CAP”). The Company has calculated CAP and Average CAP in accordance with the PVP disclosure rule, which does not reflect the actual or average amount of compensation paid to, received by, or earned by our Principal Executive Officer (“PEO”) and our non-PEO NEOs during the applicable years.

To calculate the CAP for the PEO and the Average CAP for the non-PEO NEOs, adjustments are made to Total Compensation reported in the Summary Compensation Table for the applicable years. These adjustments are described in the tables below the PVP Table.

The Compensation Committee does not use CAP or Average CAP as a basis for making compensation decisions, nor does it use the performance measures defined by the SEC for the PVP Table to measure performance for incentive plan purposes.

Pay versus Performance Table

In accordance with the PVP disclosure rule, the following table sets forth (i) the total and average total compensation set forth in the Summary Compensation Table for the PEO and the non-PEO NEOs as a group, respectively; (ii) the total and average total CAP for the PEO and the non-PEO NEOs as a group (excluding the PEO), respectively; (iii) the Company’s cumulative total shareholder return TSR (“Cumulative TSR”) and the cumulative total shareholder return (“Peer Group Cumulative TSR”) of our Item 402(v) peer group (“PVP Peer Group”), as determined in accordance with Item 402(v); and (iv) Net Income and Adjusted EBITDA, for the previous two fiscal years

____________

The Company’s Total Shareholder Return reflected in the above table does not take into account the $1.20 per share of cash dividends paid by the Company during the three-year period described in the table. The Company also paid a $1.00 per share special cash dividend on April 6, 2023. The Company has paid a total of $28.475 per share of cash dividends since the beginning of its 2005 fiscal year through the date of this Proxy Statement.

(1)      Brian E. Shore served as the Company’s PEO for the entirety of 2023, 2022 and 2021 fiscal years, and the Company’s other NEOs for the applicable years are as follows:

•        2023: P. Matthew Farabaugh, Mark A. Esquivel and Cory Nickel

•        2022: P. Matthew Farabaugh and Mark A. Esquivel

•        2021: P. Matthew Farabaugh, Mark A. Esquivel, Constantine Petropoulos and Benjamin W. Shore

(2)      Amounts reported in this column represent (i) the total compensation reported in the Summary Compensation Table for the applicable year in the case of Mr. Shore and (ii) the average of the total compensation reported in the Summary Compensation Table for the applicable year for the Company’s non-PEO NEOs.

(3)      To calculate CAP, adjustments were made to the amounts reported in the Summary Compensation Table for the applicable year. A reconciliation of the adjustments for Mr. Shore’s CAP and the non-PEO NEOs average CAP is set forth following the footnotes to this table.

(4)      Reflects the Company’s cumulative total shareholder return (“TSR”) and the Company’s Pay versus Performance (PVP) peer group’s cumulative TSR for each measurement period from March 1, 2020 through February 26, 2023. Dividends are assumed to be reinvested, and the returns of each company in the PVP peer group are weighted to reflect relative stock market capitalization. Results assume that $100 was invested on March 1, 2020, in each of the Company’s Common Stock and the common stocks comprising our PVP peer group. The Company’s PVP peer group is the same peer group used in the Stock Performance Graph for purposes of Item 201(e)(1)(ii) of Regulation S-K in our Annual Report on Form 10-K, the NASDAQ US Small Cap Aerospace and Defense Index. Historic stock price performance is not necessarily indicative of future stock price performance.

(5)      For 2022, the Company determined that Adjusted EBITDA continues to be viewed as a core driver of the Company’s performance and shareholder value creation.

____________

(a)      Represents Total Compensation as reported in the Summary Compensation Table for the indicated fiscal year. With respect to the non-PEO NEOs, amounts represent the average Total Compensation as reported in the Summary Compensation Table for the indicated fiscal year. For all fiscal years, there was no pension value attributable to “service cost” or “prior service cost,” so no adjustments are reflected for these values required to be added as part of the CAP pension adjustment under the PVP disclosure rule.

(b)      Represents the grant date fair value of the stock options granted during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes.

(c)      Represents the fair value as of the indicated fiscal year end of the unvested stock options granted during such fiscal year, computed in accordance with the methodology used for financial reporting purposes.

(d)      Represents the change in fair value during the indicated fiscal year of the outstanding, unvested stock options held by the applicable NEO as of the last day of the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes as of the last day of the fiscal year.

(e)      Represents the fair value at vesting of the stock options that were granted and vested during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes.

(f)      Represents the change in fair value, measured from the prior fiscal year end to the vesting date, of each stock option that was granted in a prior fiscal year and which vested during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes.

(g)      Represents the fair value as of the last day of the prior fiscal year of the stock options that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes.

(h)      See footnote 1 above for the NEOs included in the average for each year.

Tabular List of Performance Measures

The Company considers a number of key factors in evaluating compensation to be paid to the PEO and non-PEO NEOs, many of which are not quantifiable, including promotion of the Company’s culture, employee well-being and morale, customer satisfaction and the quality of customer relationships and the effectiveness in dealing with difficulties and challenges from outside factors not caused by the Company, including significant cost inflation, significant supply chain disruptions and workforce challenges resulting from what is described as “full employment” in the country’s workforce. In addition, below is a list of performance measures that, in the Company’s assessment, represent the most important financial performance measures used by the Company to evaluate compensation actually paid to the NEOs for Fiscal Year 2023.

•        Net Sales

•        Adjusted EBITDA

Relationship between pay and performance

As shown above in the “Pay Versus Performance Table,” annual fluctuations in the PEO’s and non-PEO NEOs’ CAP amounts generally correlate to annual fluctuations in the Company’s Cumulative TSR.

 PARK AEROSPACE CORP. VOTE Your vote matters – here’s how to vote! You may vote online or by phone instead of mailing this card. Online Go to www.investorvote.com/PKE or scan the QR code — login details are located in the shaded bar below. Save paper, time and money! Sign up for electronic delivery at www.investorvote.com/PKE Phone Call toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. Annual Meeting Proxy Card IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. A Proposals — The Board of Directors recommends a vote “FOR” proposals1,2, 4 and 5 and for “1 YEAR” on proposal 3. 1...Election of Directors: 1a - Dale Blanchfield 1d - Yvonne Julian 1b - Shane Connor 1e - Brian E. Shore 1c - Emily J. Groehl For Against Abstain 1h - Steven T. Warshaw 1f - Carl W. Smith 1g - D. Bradley Thress 2. Approval, on an advisory (non-binding) basis, of the compensation of the named executive officers 3. Advisory (non-binding) vote on the frequency of future shareholder advisory votes on executive compensation 4. Ratification of appointment of CohnReznick LLP as the Company’s independent registered public accounting firm for the fiscal year ending March3, 2024 5. The transaction of other such business as may properly come before the meeting 1 Year 2 Years 3 Years Abstain B Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below Please date and sign exactly as name appears hereon. Executors, administrators, trustees, etc. should so indicate when signing. If shares are held jointly, both owners should sign. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box.

 2023 Annual Meeting 2023 Annual Meeting of Park Aerospace Corp. Shareholders July18, 2023, 11:00 am EDT Virtually via the internet at www.meetnow.global/M57HQMV To access the virtual meeting, you must have the information that is printed in the shaded bar located on the reverse side of this form. Small steps make an impact. Help the environment by consenting to receive electronic delivery, sign up at www.investorvote.com/PKE IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. PROXY CARD — PARK AEROSPACE CORP. PROXY FOR ANNUAL MEETING OF SHAREHOLDERS JULY18, 2023 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby constitutes and appoints P. MATTHEW FARABAUGH and DANIEL K. MCNAMARA, and each of them, the attorneys and proxies of the undersigned, with full power of substitution, to attend the Annual Meeting of Shareholders of PARK AEROSPACE CORP. (the “Company”) to be held virtually on July18, 2023 at 11:00 A.M., EDT, and any adjournments or postponements thereof, to vote all the shares of Common Stock of the Company which the undersigned would be entitled to vote if personally present upon the proposals described on the reverse side of this proxy card. The validity of this proxy is governed by the New York Business Corporation Law. The undersigned hereby acknowledges receipt of the Company’s Annual Report on Form 10-K for the fiscal year ended February26, 2023 and the accompanying Notice of Meeting and Proxy Statement and hereby revokes any proxy or proxies heretofore given. EACH PROPERLY EXECUTED PROXY WILL BE VOTED IN ACCORDANCE WITH SPECIFICATIONS MADE HEREON. IF NO SPECIFICATION IS MADE, THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED “FOR” PROPOSALS1,2, 4 AND5, AND FOR “1 YEAR” ON PROPOSAL3, AND IN THE DISCRETION OF THE PROXIES ON ANY OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING. PLEASE ACT PROMPTLY SIGN, DATE & MAIL PROXY CARD TODAY C Non-Voting Items Change of Address — Please print new address below. Comments — Please print your comments below.