UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C., 20549

 

SCHEDULE 14A
(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO.  )

 

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ESCO TECHNOLOGIES INC.

(Name of Registrant as Specified in Its Charter)

(Name

 (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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ESCO TECHNOLOGIES INC.

9900A Clayton Road, St. Louis, Missouri 63124

NOTICE AND PROXY STATEMENT

FOR THE 20152016 ANNUAL MEETING OF SHAREHOLDERS

OF ESCO TECHNOLOGIES INC.

St. Louis, Missouri

December 16, 201415, 2015

TO THE SHAREHOLDERS OF ESCO TECHNOLOGIES INC.:

The 20152016 Annual Meeting of the Shareholders of ESCO Technologies Inc. will be held on Thursday, February 5, 20154, 2016 at the Westlake Village Inn, 31943 Agoura Road, Westlake Village, California 91361,headquarters of ETS-Lindgren Inc., a subsidiary of the Company, located at 1301 Arrow Point Drive, Cedar Park, Texas 78613, beginning at 9:10:30 a.m. PacificCentral Time, for the following purposes:

1.

To elect Gary E. MuensterLeon J. Olivier, Victor L. Richey and Donald C. TrauschtJames M. Stolze as directors of the Company to serve for three-year terms expiring in 2018;2019;

2.

To ratify the appointment of KPMG LLP as the Company’sCompany's independent registered public accounting firm for the fiscal year ending September 30, 2015;2016;

3.

To cast an advisory vote to approve the compensation of the Company’s executive officers; and

4.

To vote on a shareholder proposal relating to sustainability reporting, if properly presented at the Meeting.

Your Board of Directors recommends that you vote “FOR” proposals 1, 2 and 3,
and “AGAINST” proposal 4.

Shareholders of record at the close of business on December 5, 20144, 2015 are entitled to vote at the Meeting.

Information about each of the above Proposals, as well as additional relevant information concerning the Company, is set forth in the accompanying Proxy Statement and in the Company’s 20142015 Annual Report to Shareholders. Instructions for voting, as well as for receiving a paper copy of the proxy materials, are set forth in the “Important Notice Regarding the Availability of Proxy Materials” for the Meeting sent to all shareholders entitled to vote at the Meeting beginning on or about December 16, 2014.15, 2015.

Thank you for your ongoing support.

ESCO TECHNOLOGIES INC.

	ESCOTechnologies Inc.
	By:
		Victor L. Richey
		Chairman, Chief Executive Officer and President

 
Alyson S. Barclay

Alyson S. Barclay

Secretary

Even though you may plan to attend the Meeting in person, please vote electronically via the Internet atwww.investorvote.com/ESE or by telephone within the United States, U.S. territories or Canada at 1-800-652-VOTE (8683), or if you requested paper or e-mail copies of the proxy materials, please complete, sign, date and return the proxy card.

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		Page
PROXY STATEMENT

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1	Page
PROXY STATEMENT	1
ITEMS TO BE VOTED ON AT THE MEETING			2
Proposal 1: Election of Directors			2
Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm			6	5
Proposal 3: Advisory Vote on Executive Compensation			6
Proposal 4: Shareholder Proposal Relating to Sustainability Reporting			7
Other Matters			10	9
Required Vote	10
	10
CORPORATE GOVERNANCE INFORMATION			11
Board of Directors			11
Committees			13
Director Compensation	15
	16
EXECUTIVE COMPENSATION INFORMATION			19	18
Compensation Committee Report			19	18
Compensation Discussion and Analysis			19	18
Summary Compensation Table			29	28
Grants of Plan-Based Awards			30	29
Outstanding Equity Awards at Fiscal Year-End			31	30
Option Exercises and Stock Vested			32	31
Pension Benefits			32	31
Employment Agreements			33	32
Potential Payments Upon Termination or Change in Control	33
	34
OTHER INFORMATION			38	37
Audit-Related Matters			38	37
Securities Ownership			40	38
Shareholder Proposals	40
	42
APPENDIX A	A-1

A-1

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PROXY STATEMENT

This Proxy Statement is being furnished by ESCO Technologies Inc. (the “Company”) in connection with the solicitation of proxies for the Company’s 20152016 Annual Meeting of Shareholders (the “Meeting”). The Meeting will be held onThursday, February 5, 20154,2016 at the Westlake Village Inn, 31943 Agoura Road, Westlake Village, California 91361,headquarters of ETS-Lindgren Inc., a subsidiary of the Company, located at 1301 Arrow Point Drive, Cedar Park, Texas 78613, beginning at 9:10:30 a.m. PacificCentral Time,for the purposes set forth in the Notice of Annual Meeting above.

A Notice of the Meeting and of the availability of this Proxy Statement and related materials was first sent on or about December 16, 201415, 2015 to all persons who held shares of the Company’s common stock (hereafter, “shares”) as of the close of business on December 5, 2014,4, 2015, the record date for determining the persons entitled to vote at the Meeting. These persons are referred to in this Proxy Statement as the “Shareholders.” As of the record date, there were 26,216,70125,820,250 shares outstanding and entitled to be voted at the Meeting.

This proxy solicitation is being made by the Board of Directors of the Company by mail and via the Internet. Proxies may also be solicited by telephone, e-mail or fax by directors, officers or regular employees of the Company. The expenses of this solicitation will be paid by the Company.

Whether or not you expect to be present in person at the Meeting, please vote in advance using one of the voting methods described in the “Important Notice Regarding the Availability of Proxy Materials” sent to the Shareholders beginning on or about December 16, 2014,15, 2015, which contained instructions on how to access the proxy materials and vote electronically via the Internet, by telephone, by mail, or in person. That Notice also contained instructions on how to request a paper or e-mail copy of the proxy materials, including the Company’s 20142015 Annual Report to Shareholders, this Proxy Statement, and a proxy card. The 20142015 Annual Report to Shareholders and this Proxy Statement are also available for review atwww.escotechnologies.com.

In voting, you have several choices:

You may vote on each proposal, by proxy or by voting in person or via the Internet or by telephone, in which case your shares will be voted in accordance with your choices.

You may abstain from voting on any one or more proposals, or withhold authority to vote for any one or more directors, which will have the effect described under the description of that proposal.

You may return a properly executed proxy form without indicating your preferences, in which case the proxies will vote the shares as follows: (1) FOR election of the directors nominated by the Board of Directors, (2) FOR ratifying the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2015, (3) FOR the advisory approval of executive compensation, and (4) AGAINST the shareholder proposal relating to sustainability reporting.

Ÿ

You may vote on each proposal, by proxy or by voting in person or via the Internet or by telephone, in which case your shares will be voted in accordance with your choices.

Ÿ

You may abstain from voting on any one or more proposals, or withhold authority to vote for any one or more directors, which will have the effect described under the description of that proposal.

Ÿ

You may return a properly executed proxy form without indicating your preferences, in which case the proxies will vote the shares as follows: (1) FOR election of the directors nominated by the Board of Directors, (2) FOR ratifying the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2016, (3) FOR the advisory approval of executive compensation, and (4) AGAINST the shareholder proposal relating to sustainability reporting.

You will have the right to revoke your proxy at any time before it is voted by giving written notice of revocation to the Secretary of the Company, or by duly executing and delivering a proxy bearing a later date, or by attending the Meeting and casting a contrary vote in person.

*     *     *     *     *

ITEMS TO BE VOTED ON AT THE MEETING

PROPOSAL 1: ELECTION OF DIRECTORS

The Board of Directors recommends a vote FOR the election of Gary E. Muenster
Leon J. Olivier, Victor L. Richey and Donald C. TrauschtJames M. Stolze as directors of the Company.

The Company’sCompany's Bylaws provide that the number of directors shall not be less than three nor greater than ten, with the exact number to be determined from time to time by majority vote of the Board of Directors. In accordance with this provision, the Board has fixed the authorized number of directors at eight.

The Board is divided into three classes, with the terms of office of each class ending in successive years. The terms of directors Gary E. MuensterLeon J. Olivier, Victor L. Richey and Donald C. TrauschtJames M. Stolze will expire at the Meeting, and each has been nominated to serve for three-year terms expiring at the 20182019 Annual Meeting. The term of former director James D. Woods would also have expired at the Meeting; however, Mr. Woods retired from the Board on October 1, 2014, and the Board of Directors determined to eliminate his position and reduce the size of that class from three to two members rather than fill the vacancy.

If elected, each of the nominees would serve until the expiration of his term and until his successor has been elected and qualified. Proxies cannot be voted for more than twothree nominees. Should any one or more of the nominees become unable or unwilling to serve (which is not expected), the proxies unless marked to the contrary will be voted for such other person or persons as the Board may recommend.

Certain information with respect to these nominees and the other directors whose terms of office will continue after the Meeting is set forth below, including each director’s business experience, directorships at other public companies during at least the past five years, and the specific experience, qualifications, attributes and skills which, among other reasons, have led the Board to conclude that such person is qualified to serve as a director.

Further information about the Board of Directors and its committees is set forth in the section captioned “Corporate Governance Information” beginning on page 11.11.

Nominees for Terms Ending in 20182019

Gary E. MuensterLeon J. Olivier		Age 54;67; Director since 20112014

Mr. Muenster’sOlivier’s over 40 years of utility industry experience, including his extensive experience in senior leadership and management roles, makes him well qualified to serve on the Board of Directors and to assist in guiding strategy at the highest levels.

Principal Occupation and Business Experience: Mr. Olivier has been theExecutive Vice President of Enterprise Energy Strategy and Business Development of Eversource Energy (formerlyNortheast Utilities), headquartered in Boston, Massachusetts, since August 2014, and served as its Executive Vice President and Chief Operating Officer from 2007 to 2014. Eversource Energy is a public utility holding company engaged in the generation, transmission and distribution of electricity, and the distribution of natural gas, to customers in Connecticut, Massachusetts and New Hampshire. Mr. Olivier has over 40 years of utility industry experience.

Public Company Directorships: Mr. Olivier currently serves on the Company’s Board of Directors.

Other Experience and Education: Mr. Olivier has a Master of Business Administration degree from Northeastern University. He served in the United States Navy from 1966 to 1969 working for the Navy’s Special Forces Nuclear Submarine fleet. Mr. Olivier currently serves as a director of Essex Financial Services, Essex, Connecticut, The Bushnell Performing Arts Center, Hartford, Connecticut, and the New England Air Museum.

Mr. Richey’s current position as Chief FinancialExecutive Officer as well as his other financial and operationalprevious positions of ever-increasing responsibilities with the Company during his long periodmany years of service with the Company make him uniquely qualified to provide the Board of Directors with valuable insights intoand perspectives concerning all areas of the Company’s financial position and business opportunities.business.

Principal Occupation and Business Experience: Mr. MuensterRichey has been the Executive Vice PresidentChairman and Chief FinancialExecutive Officer of the Company since February 2008, after serving as Senior Vice2003 and its President and Chief Financial Officer ofsince 2006. He joined the Company since 2006. Over the past 20 years, Mr. Muenster hasin 1990 and previously served in a number of senior financial management positions with the Company with increasing responsibilities. Prior to joining the Company, Mr. Muenster was employed byincluding Vice President of Sales and Marketing for one of the world’s largest international certified public accounting firms, KPMG LLP. In this role, Mr. Muenster served as Client Manager, auditing and providing financial, accounting and Securities and Exchange Commission compliance services to severalCompany’s former divisions; Vice President of St. Louis’ largest publicly-traded global manufacturing companies, including Emerson Electric Co.

Public Company Directorships:  Mr. Muenster currently serves onAdministration; Vice President responsible for the Company’s Board of Directors.

Other ExperienceCommunications and Education:  Mr. Muenster received a Bachelor of Science degree in Accounting from St. Louis University,Test segments; and has been a licensed CPA.

Donald C. Trauscht		Age 81; Director since 1991

Mr. Trauscht’s prior service as Chief Executive Officer of Borg Warner Corporation along with his extensive experience as a Board Member and Committee Chair at a number of publicly-held companies enable

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him to provide valuable advice and direction to the Company in all areas, particularly those involving corporate governance, acquisitions, divestitures and capital spending. His background and experience make Mr. Trauscht uniquely qualified to discharge his duties as the Company’s Lead Director.

Principal Occupation and Business Experience:  Mr. Trauscht currently serves as Chairman of BW Capital Corporation, a private investment company. He previously served as Chairman, President and Chief Executive Officer of Borg Warner Corporation; President of Langevin Company; and President of Scientific Management Corp.Operating Officer.

Public Company Directorships: In addition to serving on the Company’s Board of Directors, Mr. TrauschtRichey is currently a director of Scorpio Tankers Inc.,Nordson Corporation, a world-wide provider of marine transportation of petroleumleader in precision dispensing equipment for applying industrial liquid and powder coatings, adhesives and sealants to numerous consumer and industrial products during manufacturing operations, where he serves as Lead Director, Chairman of the Governance and Compensation committees and a member of the Human Resources and Compensation Committee and as Chairman of the Nominating and Corporate Governance Committee.

Other Experience and Education: Prior to joining the Company, Mr. Richey was employed by Emerson Electric Co., an international technology and engineering provider of process management, network power, industrial automation, climate technologies, and commercial and residential solutions, in a variety of roles in the Electronics and Space Division. He previously served in the United States Army as a Military Intelligence Officer. Mr. Richey has a Bachelor of Arts degree from Western Kentucky University and a Master of Business Administration degree from Washington University in St. Louis, Missouri.

Mr. Stolze’s experience in the accounting profession as well as his experience in corporate finance and treasury matters and domestic and foreign manufacturing enables Mr. Stolze to provide valuable advice and direction. As Chairman of the Audit Committee.and Finance Committee of the Company’s Board of Directors and its designated financial expert, Mr. Stolze adds significant value to the Company’s goals of maintaining a strong balance sheet and fulfilling its financial reporting obligations, accurately and transparently.

Principal Occupation and Business Experience: Mr. Stolze has served as the Chief Financial Officer of two public companies: he was Vice President and Chief Financial Officer of Stereotaxis, Inc., a manufacturer of medical instruments, from May 2004 until his retirement in December 2009, and the Executive Vice President and Chief Financial Officer of MEMC Electronic Materials Inc. (now SunEdison Inc.) from June 1995 to December 2003. Prior thereto he served as an Audit Partner for KPMG LLP.

Public Company Directorships: Mr. Stolze currently serves on the Company’s Board of Directors.

Other Experience and Education: Mr. Trauscht currently serves onStolze is a member of the Board of Directors and Chairman of Bourns, Inc., a manufacturer and supplierthe Audit Committee of sophisticated electronic components. He previously served on the Boards of Directors of Global Motor Sports Group Inc. and a number of publicly-traded companies, including Baker Hughes Inc., Borg Warner Corporation, Blue Bird Corporation, CordantISTO Technologies, Inc., Wynn International Inc., IES Corporation, IMO Industries Inc.an orthobiologics company; and OMI Corporation, as well as serving as Chairmana member of the Board of Trustees of Maryville University, St. Louis, Missouri and a numbermember of Board committees of these companies, including Compensation, Finance, Governancethat Board’s Enrollment and Audit.Student Life Committee. Mr. Trauscht has served asStolze received a trustee of a number of civic, professional and charitable organizations including the Oak Brook, Illinois School District; Illinois Literacy Foundation; and the MuseumBachelor of Science degree in Mechanical Engineering from the University of Notre Dame and Industry in Chicago, Illinois.a Master of Business Administration degree from the University of Michigan. He holds a Certified Public Accountant (CPA) license from the State of Missouri.

Directors Continuing in Office

Vinod M. Khilnani (Term expires 2017)		Age 62;63; Director since 2014

As a former public company executive, Mr. Khilnani brings to the Board of Directors a wealth of management experience and business knowledge regarding operational, financial and corporate governance issues, as well as extensive international experience with global operations.

Principal Occupation and Business Experience: Mr. Khilnani is the retired Executive Chairman of the Board of Directors of CTS Corporation, Elkhart, Indiana, which designs, manufacturers, and sells electronic components and sensors primarily to original equipment manufacturers worldwide. He joined CTS in May 2001 as Senior Vice President and Chief Financial Officer; in July 2007, he became President and Chief Executive Officer, in 2009 he was also elected as Chairman of the Board, and from January 2013 until his retirement in May 2013 he served as Executive Chairman. Mr. Khilnani has over 35 years of experience in the electronics, aerospace and commercial manufacturing industries, including extensive experience in mergers and acquisitions and international business development in Asia and Europe as well as North America.

Public Company Directorships: In addition to serving on the Company’s Board of Directors, Mr. Khilnani is a director (since 2009) of Materion Corporation, where he serves as Chairman of the Compensation Committee and a member of the Nominating and Governance Committee; a director (since April 2013) of 1^st Source Corporation, where he serves as a memberChairman of the Audit Committee; and a director (since October 2014) of Gibraltar Industries, Inc., where he serves as a member of the Nominating and Corporate Governance Committee and the Compensation Committee.

Other Experience and Education: Mr. Khilnani holds a Master of Business Administration degree from the University of New York at Albany, and a Bachelor of Arts degree in Business Administration from Delhi University. He also qualifies as an audit committee financial expert under SEC guidelines.

Leon J. OlivierGary E. Muenster (Term expires 2016)	2018)	Age 66;55; Director since 20142011

Mr. Olivier’s over 40 yearsMuenster’s current position as Chief Financial Officer as well as his other financial and operational responsibilities during his long period of utility industry experience, including his extensive experience in senior leadership and management roles, makesservice with the Company make him welluniquely qualified to serve onprovide the Board of Directors with valuable insights into the Company’s financial position and to assist in guiding strategy at the highest levels.business opportunities.

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Principal Occupation andBusiness Experience: Mr. OlivierMuenster has been the Chief Financial Officer of the Company since 2002. He has been the Executive Vice President of Enterprise Energy Strategy & Business Development of Northeast Utilities, headquartered in Boston, Massachusetts,the Company since August 2014, after serving as Northeast Utilities’ ExecutiveFebruary 2008, and was Senior Vice President from October 2005 to February 2008. Over the past 20 years, Mr. Muenster has served in a number of senior financial management positions with the Company with increasing responsibilities. Prior to joining the Company, Mr. Muenster was employed by one of the world’s largest international certified public accounting firms, KPMG LLP. In this role, Mr. Muenster served as Client Manager, auditing and Chief Operating Officer since 2007. Northeast Utilities is a public utility holding company engaged in the generation, transmissionproviding financial, accounting and distributionSecurities and Exchange Commission compliance services to several of electricity, and the distribution of natural gas, to customers in Connecticut, Massachusetts and New Hampshire. He has over 40 years of utility industry experience.St. Louis’ largest publicly-traded global manufacturing companies, including Emerson Electric Co.

Public Company Directorships: Mr. OlivierMuenster currently serves on the Company’s Board of Directors.

Other Experience and Education: Mr. OlivierMuenster received a Bachelor of Science degree in Accounting from St. Louis University, and has been a Master of Business Administration degree from Northeastern University. He served in the United States Navy from 1966 to 1969 working for the Navy’s Special Forces Nuclear Submarine fleet. Mr. Olivier currently serves as a director of Essex Financial Services, Essex, Connecticut, The Bushnell Performing Arts Center, Hartford, Connecticut, and the New England Air Museum.licensed CPA.

Robert J. Phillippy (Term expires 2017)		Age 54;55; Director since 2014

Along with his current experience as chief executive officer of a publicly-held technology company, Mr. Phillippy brings to the Board of Directors extensive experience in mergers and acquisitions as well as in new product innovation and international business development.

Principal Occupation and Business Experience: Mr. Phillippy has been President and Chief Executive Officer of Newport Corporation since September 2007, after serving in various management and executive positions with Newport since 1996; he also holds and has held various executive positions and directorships with a number of its subsidiaries. Newport Corporation develops, manufactures and supplies lasers, optics and photonics technologies, products and systems for scientific research, microelectronics, defense and security, life and health sciences and industrial markets worldwide.

Public Company Directorships: In addition to his current service on the Company’s Board of Directors, Mr. Phillippy has been a director of Newport Corporation since 2007.

Other Experience and Education: Mr. Phillippy holds a Master of Business Administration degree from Northwestern University —– Kellogg School of Management. In addition, he holds a Bachelor of Science degree in Electrical Engineering from the University of Texas at Austin. He has nearlyover 30 years of experience in technology-related industries, including various sales and marketing management positions at Square D Company, an electrical equipment manufacturer, from 1984 to 1996.

Victor L. Richey (Term expires 2016)		Age 57; Director since 2002

Mr. Richey’s current position as Chief Executive Officer as well as his previous positions of ever-increasing responsibilities with the Company during his many years of service make him uniquely qualified to provide the Board of Directors with valuable insights and perspectives concerning all areas of the Company’s business.

Principal Occupation and Business Experience:  Mr. Richey has been the Chairman and Chief Executive Officer of the Company since 2003 and its President since 2006. He joined the Company in 1990 and previously served in a number of positions including Vice President of Sales and Marketing for one of the Company’s former divisions; Vice President of Administration; Vice President responsible for the Company’s Communications and Test segments; and President and Chief Operating Officer.

Public Company Directorships:  In addition to serving on the Company’s Board of Directors, Mr. Richey is a director of Nordson Corporation, a leader in precision dispensing equipment for applying industrial liquid and powder coatings, adhesives and sealants to numerous consumer and industrial products during manufacturing operations, where he serves as a member of the Human Resources and Compensation Committee and as Chairman of the Nominating and Corporate Governance Committee.

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Other Experience and Education:  Prior to joining the Company, Mr. Richey was employed by Emerson Electric Co., an international technology and engineering provider of process management, network power, industrial automation, climate technologies, and commercial and residential solutions, in a variety of roles in the Electronics and Space Division. He previously served in the United States Army as a Military Intelligence Officer. Mr. Richey has a Bachelor of Arts degree from Western Kentucky University and a Masters in Business Administration degree from Washington University in St. Louis, Missouri.

Larry W. Solley (Term expires 2017)		Age 72;73; Director since 1999

Mr. Solley’s prior experience in acquisitions, international executive management, strategic planning and in sales and marketing with Emerson Electric and Fisher Controls, both large, complex, multinational corporations, as well as his engineering and domestic and foreign manufacturing experience, enable him to provide valuable insight to Board deliberations and valuable guidance to the Company.

Principal Occupation and Business Experience: Mr. Solley retired in 2002 as an Executive Vice President of the Process Management Business Group of Emerson Electric Co., an international technology and engineering provider of process management, network power, industrial automation, climate technologies, and commercial and residential solutions. He was responsible for certain product line acquisitions and their worldwide integration into the Process Management Group, and for development of new international manufacturing facilities for the Group. Mr. Solley was previously Chairman, President and Chief Executive Officer of Fisher Controls International Inc., prior to which he held a number of other positions with Fisher Controls including Vice President Strategic Planning, Vice President Marketing and Sales, and Group Vice President. Prior to his positions at Emerson Electric and Fisher Controls, he held a number of engineering and manufacturing positions within Monsanto Agricultural Chemical Company.

Public Company Directorships: Mr. Solley currently serves on the Company’s Board of Directors.

Other Experience and Education: Mr. Solley serves on the Board of Directors of Bourns Inc., a manufacturer and supplier of sophisticated electronic components. He received a Bachelor of Science degree in Chemical Engineering from Louisiana Tech University and engaged in post graduate studies at Loyola University in New Orleans and the Institut Européen d’Administrationd'Administration des Affaires (INSEAD) in Fontainebleau, France. He has also served as President and Chairman of the Valve Manufacturers Association.

James M. StolzeDonald C. Trauscht (Term expires 2016)	2018)	Age 71;82; Director since 19991991

Mr. Stolze’sTrauscht’s prior service as Chief Executive Officer of Borg Warner Corporation along with his extensive experience in the accounting profession as well as his experience in corporate financea Board Member and treasury matters and domestic and foreign manufacturing enables Mr. StolzeCommittee Chair at a number of publicly-held companies enable him to provide valuable advice and direction. As Chairman ofdirection to the AuditCompany in all areas, particularly those involving corporate governance, acquisitions, divestitures and Finance Committee ofcapital spending. His background and experience make Mr. Trauscht uniquely qualified to discharge his duties as the Company’s Board of Directors and its designated financial expert, Mr. Stolze adds significant value to the Company’s goals of maintaining a strong balance sheet and fulfilling its financial reporting obligations, accurately and transparently.Lead Director.

Principal Occupation and Business Experience: Mr. Stolze hasTrauscht currently serves as Chairman of BW Capital Corporation, a private investment company. He previously served as the Chief Financial Officer of two public companies: he was ViceChairman, President and Chief FinancialExecutive Officer of Stereotaxis, Inc., a manufacturerBorg Warner Corporation; President of medical instruments, from May 2004 until his retirement in December 2009,Langevin Company; and the Executive Vice President and Chief Financial Officer of MEMC Electronic Materials Inc. (now SunEdison Inc.) from June 1995 to December 2003. Prior thereto he served as an Audit Partner for KPMG LLP.Scientific Management Corp.

Public Company Directorships: Mr. Stolze currently servesIn addition to serving on the Company’s Board of Directors.Directors, Mr. Trauscht is currently a director of Scorpio Tankers Inc., a world-wide provider of marine transportation of petroleum products where he serves as Lead Director, Chairman of the Governance and Compensation committees and a member of the Audit Committee.

Other Experience and Education: Mr. Stolze is a member ofTrauscht currently serves on the Board of Directors of Bourns, Inc., a manufacturer and supplier of sophisticated electronic components. He previously served on the Boards of Directors of Global Motor Sports Group Inc. and a number of publicly-traded companies, including Baker Hughes Inc., Borg Warner Corporation, Blue Bird Corporation, Cordant Technologies Inc., Wynn International Inc., IES Corporation, IMO Industries Inc. and OMI Corporation, as well as serving as Chairman of a number of Board committees of these companies, including Compensation, Finance, Governance and Audit. Mr. Trauscht has served as a trustee of a number of civic, professional and charitable organizations including the Audit Committee of ISTO Technologies, Inc., an orthobiologics company;Oak Brook, Illinois School District; Illinois Literacy Foundation; and a member of the Board of Trustees and member of the Facilities and Real Estate Committee of Maryville University, St. Louis, Missouri. Mr. Stolze received a BachelorMuseum of Science degreeand Industry in Mechanical Engineering from the University of Notre Dame and a Masters in Business Administration degree from the University of Michigan. He holds a Certified Public Accountant (CPA) license from the State of Missouri.Chicago, Illinois.

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PROPOSAL 2: RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors recommends a vote FOR ratification of the appointment of KPMG LLP
as the Company’s independent registered public accounting firm for its 20152016 fiscal year.

The Audit and Finance Committee of the Board of Directors has appointed KPMG LLP, an independent registered public accounting firm, as independent public accountants of the Company for the fiscal year ending September 30, 2015.2016.

Although the appointment of KPMG LLP is not required to be submitted to a vote of the Shareholders, the Board of Directors believes it is appropriate to request that the Shareholders ratify the appointment. If the Shareholders do not ratify this appointment, the Committee will investigate the reasons for the rejection and will reconsider the appointment.

KPMG LLP or its predecessor firms have served as the independent public accountants of the Company since its incorporation in 1990. A representative of KPMG LLP is expected to be present at the Meeting with the opportunity to make a statement and respond to appropriate questions from Shareholders.

Information about the fiscal 20142015 audit, the Committee’s policies relating to the approval of audit and permitted non-audit services performed by KPMG LLP, and the fees paid to KPMG LLP by the Company, are set forth under “Audit-Related Matters” beginning on page 38.37. The Company’s audited financial statements are included in the 20142015 Annual Report to Shareholders.

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PROPOSAL 3: ADVISORY VOTE ON EXECUTIVE COMPENSATION

The Board of Directors recommends a vote FOR approval of the compensation
of the Company’s executive officers as disclosed in this Proxy Statement.

Pursuant to Section 14A of the Securities Exchange Act of 1934, the Board of Directors is again soliciting an advisory (non-binding) Shareholder vote to approve the compensation of the Company’s executive officers (also referred to herein as the “named executive officers”) as described in this Proxy Statement (commonly referred to as “Say-on-Pay”). In accordance with the results of the vote we conducted at the 2011 Annual Meeting on the frequency of Say-on-Pay votes, we plan to present a Say-on-Pay vote every year. At the 20142015 Annual Meeting, over 90% of the votes represented at the meeting were cast in support of the Company’s executive compensation program.

The Board of Directors strongly endorses the Company’s executive compensation program and recommends that the Shareholders vote in favor of the following Resolution:

“RESOLVED, that the Company’s shareholders approve, on an advisory basis, the compensation of the named executive officers as disclosed in the Company’s Proxy Statement for the Annual Meeting of Shareholders to be held in 20152016 pursuant to the executive compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the Summary Compensation Table, and the other related tables and narrative disclosure.””

This vote is not intended to address any specific item of compensation, but rather the overall compensation of the named executive officers as described in this Proxy Statement. Although the vote is non-binding, the Board of Directors and its Human Resources and Compensation Committee value the opinions of the Shareholders, and to the extent there is a significant vote against the above resolution the Company will consider the Shareholders’ concerns and the Committee will evaluate whether any actions are necessary to address those concerns.

The Company’s executive compensation program is designed to attract, motivate, and retain its executive officers, who are critical to the Company’s success. The Human Resources and Compensation Committee reviews the compensation program at least annually to ensure that it achieves the desired goals of aligning the Company’s executive compensation structure with shareholders’ interests and current market practices. Based on its latest review, the Committee did not make any substantial changes to the structure of the program for fiscal 2015.2016.

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The Committee believes that the program constitutes a balanced, competitive approach to compensation that supports its compensation objectives through performance based compensation that aligns the interests of executives with those of the Company’s shareholders. Below are some key features of the compensation program:

CORPORATE GOVERNANCE INFORMATION

BOARD OF DIRECTORS

The Board of Directors consists of eight directors, divided into three classes. Information about each of the current directors is provided under “Proposal 1: Election of Directors” beginning on page 2.2.

Two of the directors, Victor L. Richey and Gary E. Muenster, are members of the Company’s management. The six non-management directors are Vinod M. Khilnani, Leon J. Olivier, Robert J. Phillippy, Larry W. Solley, James M. Stolze and Donald C. Trauscht. Mr. Olivier and Mr. Phillippy were elected to the Board in May 2014, and Mr. Khilnani was elected in August 2014. During fiscal 2014, James D. Woods, was also a non-management director of the Company; Mr. WoodsCompany, retired from the Board on October 1, 2014. There have been no other changes in the composition of the Board since the beginning of fiscal 2015.

The Board of Directors has affirmatively determined that none of the non-management directors has, and prior to his retirement Mr. Woods did not have, any material relationship with the Company other than in his capacity as a director and shareholder, and therefore all of such directors are, and at all times during their service in fiscal 2015 were, independent as defined under the Company’s Corporate Governance Guidelines and the listing standards of the New York Stock Exchange. See also the discussion under “Related Person Transactions and Procedures,” below. In addition, Mr. Woods was affirmatively determined to be independent during his service on the Board.

The Board of Directors held seventwelve meetings during fiscal 2014.2015. All of the directors attended at least 75% of the meetings of the Board and of each of the committees on which they served which were held during their periods of service on the Board. The Company’s policy requires that all directors attend the Annual Meeting of Shareholders, except for absences due to causes beyond the reasonable control of the director. All of the directors then in officeexcept Mr. Woods attended the 20142015 Annual Meeting, held in St. Louis, Missouri.Westlake Village, California.

Governance Policies and Management Oversight

The Board of Directors has adopted Corporate Governance Guidelines to guide its actions, as well as a Code of Business Conduct and Ethics applicable to all of the Company’s directors, officers and employees. Additionally, the Board has adopted a Code of Ethics for Senior Financial Officers applicable to the Company’s Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, Controller and persons performing similar duties. These documents are posted on the Company’s web site,www.escotechnologies.com, and a copy of any of these documents is also available in print to any Shareholder who requests it.

In adopting the Corporate Governance Guidelines, the Board established the policy that the positions of Chief Executive Officer and Chairman of the Board of Directors are to be held by the same person. Based upon its most current review of that policy, the Board continues to believe that it has served the Company well. Mr. Richey has been and continues to be Chairman of the Board and Chief Executive Officer. The Board believes that Mr. Richey is a strong leader at both the Company and the Board levels, and believes that the Chief Executive Officer, who has primary responsibility for managing the day-to-day operations of the Company, is also well positioned to provide Board leadership that is aligned with shareholder interests and the needs of the Company. Furthermore, the Board believes that having one person serving as Chairman of the Board and Chief Executive Officer enables the Company to speak with one voice, and reduces the chance of confusion about leadership roles and responsibilities.

At the same time, the Board is also very cognizant of its oversight responsibilities, and has in place structural safeguards that serve to preserve the Board’s independent oversight of management. The Board has only two management directors, with a significant majority of directors remaining independent. All of the directors are highly qualified and experienced. Additionally, all of the members of the Audit and Finance Committee, the Human Resources and Compensation Committee, and the Nominating and Corporate Governance Committee are independent directors.

Further, the Board has appointed Mr. Trauscht as Lead Director. The Lead Director chairs all meetings of the independent directors, which normally occur in conjunction with each Board meeting; provides regular input to the Chairman regarding the content of the agendas for meetings of the Board; advises the Chairman of the quality, quantity and timeliness of the information required by the Board to effectively and responsibly

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perform its oversight duties; and acts as liaison between the Board and the Chairman on sensitive issues. The Board believes that these safeguards have been and are effective in preserving the Board’s independent oversight of management.

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The Board’s Role in Risk Oversight

The Company’s management is responsible for managing the Company’s risks on a day-to-day basis, and has adopted a comprehensive, ongoing enterprise risk management process that it uses to identify and assess Company risks. Management has identified risks in four general areas: Financial and Reporting; Legal and Compliance; Operational; and Strategic. Periodically, management advises the Board and the appropriate Board committee of the risks identified; management’s assessment of those risks at the business unit and corporate levels; its plans for the management of these identified risks or the mitigation of their effects; and the results of the implementation of those plans.

While the Board as a whole has responsibility for and is involved in the oversight of Company management’s risk management processes and controls, some of the identified risks are given further review by the Board committee most closely associated with the identified risks. For example, the Audit and Finance Committee provides additional review of the risks in the areas of accounting, liquidity, credit and tax. Similarly, the Human Resources and Compensation Committee provides additional review of risks in the area of compensation and benefits and human resource planning. The Nominating and Corporate Governance Committee devotes additional time to the review of risks associated with corporate governance, ethics and legal issues.

The Board’s leadership structure combines the positions of Chairman of the Board and Chief Executive Officer, as discussed above. This structure enables one person, who has intimate knowledge of management’s day-to-day risk management processes and controls, to ensure that the directors receive all of the information necessary to discharge their oversight role responsibly.

Succession Planning

The Human Resources and Compensation Committee of the Board conducts an annual review of the Company’s long-term succession plan for the CEO. Additionally the Board has adopted an emergency succession plan for the CEO in order to minimize the uncertainty associated with an emergency succession event.

Related Person Transactions and Procedures

In addition to ensuring that all non-management directors meet the independence standards defined by the New York Stock Exchange and set forth in the Company’s Corporate Governance Guidelines, the Company has implemented a written policy to ensure that all Company transactions in which a “Related Person” has or will have a direct or indirect interest will be at arm’s length and on terms generally available to an unaffiliated third-party under the same or similar circumstances. “Related Persons” include the Company’s directors, director nominees and executive officers, holders of 5% or more of the Company’s stock, and the immediate family members of each. The policy contains procedures requiring Related Persons to notify the Company of any such transaction and for the Nominating and Corporate Governance Committee to review the material facts of the proposed transaction and determine whether to approve or disapprove the transaction. The Committee will consider whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances. If advance Committee approval is not feasible or is not obtained, the policy requires submission of the transaction to the Committee after the fact, and the Committee is empowered to approve, ratify, amend, rescind or terminate the transaction. In such event, the Committee will also request the General Counsel to evaluate the Company’s controls and procedures to ascertain whether any changes to the policy are recommended.

The Company has developed and implemented processes and controls to obtain information about Related Person transactions for the purpose of determining, based on the facts and circumstances, whether a Related Person has a direct or indirect material interest in the transaction. Pursuant to these processes and controls, all directors and executive officers must annually complete, sign and submit a Directors’ and Officers’ Questionnaire and a Conflict of Interest Questionnaire that are designed to identify Related Person transactions and both actual and potential conflicts of interest. Additionally, 5% or more shareholders are annually requested to respond to certain questions designed to identify direct or indirect material interests by such 5% or more shareholder in any transactions with the Company.

Based on its review and processes, the Company has determined that all non-management directors are independent under the independence standards defined by the New York Stock Exchange, and that except for the matters described in the following paragraph there has been no transaction since the beginning of the

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Company’s last fiscal year, and there is no other currently proposed transaction, in which the Company was or is to be a participant and in which any Related Person had or will have a direct or indirect material interest.

One of the Company’s directors, Leon J. Olivier, is the Executive Vice Presidentof Enterprise Energy Strategy &and Business Development of Eversource Energy (formerlyNortheast Utilities,Utilities), which through its operating subsidiaries is a customer of the Company’s subsidiary Doble Engineering Company (“Doble”). Accordingly, the Board of Directors has affirmatively considered whether this relationship might affect Mr. Olivier’s independence as a director of the Company. The Board determined that Doble sells products and leases equipment to Northeast Utilities,Eversource Energy, services the equipment, and provides testing services to Northeast UtilitiesEversource Energy in the ordinary course of Doble’s business; that the total amount of this business was less than $775,000 during fiscal 2014 wasand less than $775,000;$845,000 during fiscal 2015; that Mr. Olivier was not personally involved in these transactions; and that all transactions between Doble and Northeast UtilitiesEversource Energy are intended to be and have been consistent with Doble’s normal commercial terms offered to its customers. Based on its review and consideration of these facts and Mr. Olivier’s oral and written representations, the Board determined that the relationship between the Company and Northeast UtilitiesEversource Energy was not material, that the relationship would not affect Mr. Olivier’s independent judgment on matters affecting the Company, and that Mr. Olivier was independent under the standards of the New York Stock Exchange and the Company’s Corporate Governance Guidelines.

Communications with Directors

Interested parties desiring to communicate concerns regarding the Company to the Lead Director or to the non-management Directors as a group may direct correspondence to: Mr. Donald C. Trauscht, Lead Director, ESCO Technologies Board of Directors, ESCO Technologies Inc., 9900A Clayton Road, St. Louis, MO 63124-1186. Alternatively, interested parties who wish to communicate with an individual director or any group of directors may write to such director(s) at ESCO Technologies Inc., 9900A Clayton Road, St. Louis, MO 63124-1186, Attn: Secretary. All such letters will be forwarded promptly to the relevant director(s).

COMMITTEES

The members of the Board of Directors are appointed to various committees. The standing committees of the Board are: the Executive Committee, the Audit and Finance Committee, the Nominating and Corporate Governance Committee, and the Human Resources and Compensation Committee.

Executive Committee

The Executive Committee’s function is to exercise the full authority of the Board of Directors between Board meetings, except that the Executive Committee may not take certain specified actions which the Board of Directors has reserved for action by the whole Board.

The Executive Committee met once in fiscal 2014.2015. Its members are Mr. Richey (Chairman) and Mr. Trauscht.

Audit and Finance Committee

The functions of the Audit and Finance Committee are generally to assist the Board of Directors in its oversight of the Company’s financial reporting process, the Company’s compliance with legal and regulatory requirements, the qualifications, independence and performance of the Company’s independent registered public accounting firm (the “Accounting Firm”), and the performance of the Company’s internal audit function. The Committee is responsible for appointing, retaining and overseeing the Accounting Firm and its performance of the annual audit; annually evaluating the qualifications, independence and prior performance of the Accounting Firm; reviewing the scope of the Accounting Firm’s work and approving its annual audit fees and any non-audit service fees; reviewing the Company’s internal controls with the Accounting Firm and the internal audit executive; reviewing with the Accounting Firm any problems it may have encountered during the annual audit; discussing Form 10-K and 10-Q reports with management and the Accounting Firm before filing; reviewing and discussing earnings press releases; discussing with management major financial risk exposures; reviewing the annual internal audit plan and associated resource allocation; and reviewing the Company’sCompany's reports to shareholders with management and the Accounting Firm and receiving certain assurances from management.

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The Committee is also responsible for the Audit Committee Report required to be included in this Proxy Statement pursuant to the regulations of the Securities and Exchange Commission (“SEC”). This Report is set forth under “Audit-Related Matters” beginning on page 38.37.

The members of the Committee are Mr. Khilnani, Mr. Phillippy, Mr. Stolze (Chairman) and Mr. Trauscht. Each member has been affirmatively determined to be an independent director, to be financially literate, and to have accounting or related financial management expertise, as defined under the Company’s Corporate Governance Guidelines and the applicable listing standards of the New York Stock Exchange. Mr. Woods also served on the Committee during fiscal 2014 and was affirmatively determined to be independentsatisfied these criteria during his term of service. In addition, the Board of Directors has determined that Mr. Stolze is an “audit committee financial expert” within the meaning of Item 407(d)(5)(ii) of SEC Regulation S-K. The Committee met four times in fiscal 2014.2015.

The Committee operates under a written charter adopted by the Board of Directors. The charter is posted on the Company’s web site,www.escotechnologies.com, under the “Corporate Governance” link, and a copy is available in print to any shareholder who requests it.

Nominating and Corporate Governance Committee

The functions of the Nominating and Corporate Governance Committee are generally to identify and recommend approval of individuals qualified to become Board members for selection to the Board; to review the composition of Board committees; to develop and recommend to the Board effective corporate governance guidelines; to review the Company’s corporate governance and compliance programs; to oversee the Company’s ethics programs; to review conflicts of interest involving Related Persons, including oversight and administration of the Company’s policy on Related Person transactions; and to lead the Board in its annual review of the Board’s performance.

The Committee has not established specific minimum qualifications that must be met by a candidate in order to be considered for nomination as a director, but requires that candidates have varied business and professional backgrounds, be persons of the highest integrity, possess sound business judgment, and possess such other skills and experience as will enable the Board to act in the long-term interests of the Company’s shareholders. The Committee may establish and utilize such other specific membership criteria as it deems appropriate from time to time in light of the Board’s need of specific skills and experience.

Although the Committee does not have a formal policy on diversity, it seeks the most qualified candidates without regard to race, color, national origin, gender, religion, disability or sexual orientation. The Committee may identify new candidates for nomination based on recommendations from Company management, employees, non-management directors, third party search firms, shareholders and other third parties. Consideration of a new candidate typically involves the Committee’s review of information pertaining to such candidate and a series of internal discussions, and may proceed to interviews with the candidate. New candidates are evaluated based on the above-described criteria in light of the specific needs of the Board and the Company at the time. Incumbent directors whose terms are set to expire are evaluated based on the above-described criteria, as well as a review of their overall past performance on the Board of Directors. The Committee has the authority to engage third party search firms to identify candidates, and in 2013 it commenced an active search for new directors and engaged the executive search and consulting firm of Heidrick & Struggles to assist the Committee in identifying and evaluating potential directors. This search resulted in the 2014 elections of threeMr. Khilnani, Mr. Olivier and Mr. Phillippy as new independent directors during 2014, as described under “Board of Directors,” above.directors.

The Committee will consider director candidates recommended by shareholders, and will evaluate such individuals in the same manner as other candidates proposed to the Committee. All candidates must meet the legal, regulatory and exchange requirements applicable to members of the Board of Directors. Shareholders who wish to recommend individuals for consideration as director candidates for the 20162017 Annual Meeting of Shareholders should notify the Committee no later than August 31, 20152016 in order to allow time for their considerationrecommendations to be considered by the Committee. Submissions are to be addressed to the Nominating and Corporate Governance Committee, c/o Alyson S. Barclay, Corporate Secretary, ESCO Technologies Inc., 9900A Clayton Road, St. Louis, MO 63124-1186, which submissions will then be forwarded to the Committee. The Committee is not obligated to nominate any such individual for election.

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The members of the Committee are Mr. Olivier, Mr. Solley (Chairman) and Mr. Trauscht. Each member has been affirmatively determined to be an independent director as defined under the Company’s Corporate Governance Guidelines and the applicable listing standards of the New York Stock Exchange. The Committee met fivefour times in fiscal 2014.2015.

The Committee operates under a written charter adopted by the Board of Directors. The charter is posted on the Company’s web site,www.escotechnologies.com, under the “Corporate Governance” link, and a copy is available in print to any shareholder who requests it.

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Human Resources and Compensation Committee

The functions of the Human Resources and Compensation Committee are generally to review and approve corporate goals and objectives relevant to compensation of the Chief Executive Officer; to evaluate the Chief Executive Officer’s performance in light of these goals and objectives; to determine the Chief Executive Officer’s compensation based upon the evaluation; to review and approve the compensation of senior officers and other key executives; to approve and evaluate incentive compensation plans, equity-based plans and other compensation plans; to review and approve benefit programs, including implementation of new programs and material changes to existing programs; to review the performance and development of, and succession planning for, Company management; to assure that executive officers and other senior executives of the Company are compensated in a manner consistent with the strategy of the Company and competitive practice; and to oversee the Company’s Charitable Contributions Program.

The Committee is also responsible for reviewing and discussing with management the Company’s annual Compensation Discussion and Analysis, and recommending its inclusion in the Company’s annual proxy statement and the Company’s Form 10-K filed with the SEC. Its Report on these matters is set forth on page 19.18.

The members of the Committee are Mr. Solley, Mr. Stolze and Mr. Trauscht (Chairman). Each member has been affirmatively determined to be an independent director as defined under the Company’s Corporate Governance Guidelines and the applicable listing standards of the New York Stock Exchange, including its enhanced independence standards for compensation committee members. Mr. Woods also served on the Committee during fiscal 2014 and was affirmatively determined to be independentsatisfied these criteria during his term of service. The Committee met fivethree times in fiscal 2014.2015.

The Committee operates under a written charter adopted by the Board of Directors. The charter is posted on the Company’s web site,www.escotechnologies.com, under the “Corporate Governance” link, and a copy is available in print to any shareholder who requests it.

Compensation Committee Interlocks and Insider Participation

The only members of the Human Resources and Compensation Committee during fiscal 20142015 were Mr. Solley, Mr. Stolze, Mr. Trauscht, and Mr. Woods. NoneDuring their periods of the foregoingservice in fiscal 2015, none of these individuals (i) was during fiscal 2014 an officer or employee of the Company; (ii) was formerly an officer of the Company; or (iii) had any other relationship requiring disclosure under any paragraph of Item 404 or under Item 407(e)(4) of SEC Regulation S-K. In addition, during fiscal 2015 none of the executive officers during fiscal 2014 served as a member of the board of directors or compensation committee of any entity that had one or more executive officers serving as a member of the Company’s Board of Directors or its Human Resources and Compensation Committee.

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DIRECTOR COMPENSATION

The many responsibilities and the substantial time commitment of being a director of a public company require that the Company provide adequate incentives for the directors’ continued performance by paying compensation commensurate with the directors’ expertise and duties. Directors who are employees of the Company do not receive any compensation for service as directors. The non-management directors are compensated pursuant to the Company’s Compensation Plan for Non-Employee Directors based upon their respective levels of Board participation and responsibilities, including service on Board committees.

Cash compensation paid to non-management directors in 20142015 consisted of: an annual cash retainer of $32,500; additional annual cash retainers for the Lead Director and the Chairmen of the Audit and Finance Committee, Nominating and Corporate Governance Committee and Human Resources and Compensation Committee of $25,000, $7,000, $5,000 and $5,000, respectively; and annual fees for meetings of the Board of Directors, Audit and Finance Committee, Nominating and Corporate Governance Committee and Human Resources and Compensation Committee of $6,500, $4,800,$6,000, $6,000 and $4,800,$6,000, respectively. The above-mentioned cash retainers and fees are for a calendar year and are paid in January of that year, and are adjusted if necessary to reflect changes in the director’s Committee membership or responsibilities during the year. In addition, each non-management director receives a retainer of 900 shares of Company common stock at the beginning of each calendar quarter. Upon their respective elections as directors, Mr. Khilnani, Mr. Olivier and Mr. Phillippy each received an initial retainer of common stock for the quarter in which he was elected, and each also became entitled to receive a pro rata portion of the calendar 2014 cash compensation amount, based on his term of service and committee memberships for the remainder of calendar 2014.

The Compensation Plan for Non-Employee Directors permits directors to elect to defer receipt of all of their cash compensation and/or all of their quarterly stock retainer. If deferral is elected, the deferred amounts are credited to the director’s deferred compensation account in common stock equivalents. If cash compensation is deferred, the number of common stock equivalents credited is equal to the amount deferred divided by the NYSE closing price of the common stock on the deferral date. If the quarterly stock retainer is deferred, the number of common stock equivalents credited is equal to the number of shares deferred. Common stock equivalents in the director’s deferred compensation account have no voting rights, but earn dividend equivalents on each dividend payment date equal to the dividends payable on a like number of shares of common stock; and the dividend equivalents earned are credited to the director’s deferred compensation account as additional common stock equivalents valued at the NYSE closing price on the dividend date. A director’s deferred compensation account becomes distributable when the director leaves the Board, or at such other date as may be specified by the director consistent with the terms of the Plan; distribution will be accelerated in certain circumstances, including a change in control of the Company. The account is distributable at the election of the director either in cash or in shares; however, any stock portion which has been deferred may only be distributed in shares. FollowingExcept for the initial awards paid upon their initial elections as directors in 2014, Mr. Olivier has elected to defer receipt of the majority of his 2014 cash compensation and all future cashquarterly stock compensation, and Mr. Olivier and Mr. Phillippy has elected to defer receipt of their futurehis quarterly stock compensation, as described in the footnotes to the Table below. In addition, Mr. Stolze’s quarterly stock compensation from certain prior years continues to be deferred pursuant to a prior deferral election which he subsequently terminated.

Directors are subject to stock ownership guidelines. Under these guidelines, each non-management director is expected to accumulate shares having a total cash value equal to five times the annual cash retainer. These shares must be accumulated within five years of guideline adoption or appointment to the Board. All directors with five or more years of service are in compliance with the guidelines.

Under the Company’s Directors’ Extended Compensation Plan, a plan for non-management directors who began Board service prior to April 2001, Mr. Solley, Mr. Stolze Mr. Trauscht and Mr. WoodsTrauscht are each eligible to receive for life an annual benefit of $20,000 beginning after termination of his service as a director. In the event of the death of a retired director who is eligible under this plan, 50% of the benefit will be paid to the surviving spouse for life; if an eligible director dies before retirement, 50% of the benefit, determined as if the director had retired on the date of death, will be paid to the surviving spouse in a lump sum. The plan permits

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an eligible director to elect to receive the actuarial equivalent of the benefit in a single lump sum after retirement; and in compliance with section 409(a) of the Internal Revenue Code, Mr. Solley Mr. Stolze and Mr. WoodsStolze have each made this election.

The following table sets forth the compensation of the Company’s non-management directors for fiscal 2014.2015. Mr. Richey and Mr. Muenster are executive officers and did not receive any additional compensation for their service as directors; their compensation is set forth in the section captioned“Executive Compensation Information” beginning on page 19.18.

Name		Fees Earned or Paid  in Cash				Stock  Awards (1)				Option Awards				Non-Equity Incentive Plan Compensation				Change In Pension Value and Nonqualified Deferred Compensation Earnings (2)				All Other Compensation				Total
Vinod M. Khilnani		$	45,000	(3)		$	132,282				—				—			$	n/a				—			$	177,282
Leon J. Olivier			45,000	(4)			132,282				—				—				n/a				—				177,282
Robert J. Phillippy			45,000	(5)			132,282				—				—				n/a				—				177,282
Larry W. Solley			56,000	(6)			132,282				—				—				1,297				—				189,579
James M. Stolze			58,000	(7)			132,282				—				—				997				—				191,279
Donald C. Trauscht			87,000	(8)			132,282				—				—				4,257				—				223,539
James D. Woods(9)			–				30,897				—				—				n/a	(10)			—				30,897

Name		Fees Earned or Paid in Cash				Stock Awards(1)				Option Awards				Non-Equity Incentive Plan Compensation				Change In Pension Value and Nonqualified Deferred Compensation Earnings(2)				All Other Compensation				Total
Vinod M. Khilnani		$	21,900	(3)		$	29,916				—				—			$	n/a				—			$	51,816
Leon J. Olivier			30,000	(4)			60,777				—				—				n/a				—				90,777
Robert J. Phillippy			29,200	(5)			60,777				—				—				n/a				—				89,977
Larry W. Solley			50,800	(6)			123,021				—				—				2,077				—				173,321
James M. Stolze			53,200	(7)			123,021				—				—				3,229				—				176,221
Donald C. Trauscht			84,600	(8)			123,021				—				—				—				—				207,621
James D. Woods			53,600	(9)			123,021				—				—				—	(10)			—				176,621

(1)

Dollar amounts represent the aggregate grant date fair values and are based on the market value of the stock on the date of each quarterly award of 900 shares under the Compensation Plan for Non-Employee Directors. Pursuant to the terms of the Compensation Plan for Non-Employee Directors, Mr. Olivier and Mr. Phillippy have elected to defer the receipt of their quarterly share awards, beginning with the July 1, 2014 award, and therefore on that date they each received 900receive common stock equivalents in lieu of shares. The amounts reflect the actual dollar amounts recognized for financial statement reporting purposes for fiscal 20142015 calculated in accordance with FASB ASC Topic 718.

Date of Award		Shares Each				Share Price
October 1, 2014			900			$	34.33
January 2, 2015			900				36.25
April 1, 2015			900				38.69
July 1, 2015			900				37.71

Date of Award		Shares Each				Share Price
October 1, 2013			900			$	33.12
January 2, 2014			900				33.95
April 1, 2014			900				35.10
May 5, 2014 (initial award, to Messrs. Olivier and Phillippy only)			900				33.01
July 1, 2014			900				34.52
August 5, 2014 (initial award, to Mr. Khilnani only)			900				33.24

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(2)

Represents the changes in actuarial present value of the participating directors’ accumulated benefits under the Company’s Directors’ Extended Compensation Plan, described above, from September 30, 20132014 to September 30, 2014.2015. The change in pension value shown above includes the effect of changes in actuarial assumptions from the preceding year. For fiscal 2014 pension values increased for Mr. Solley and Mr. Stolze due to the effect of2015, changes in actuarial assumptions which increased the values by $9,164 and $10,098 respectively. For fiscal 2014 pension values decreased by $2,518 for Mr. Solley, Mr. Stolze and Mr. Trauscht by $9,082, $8,605 and $3,138 for Mr. Woods despite the effect of changes in actuarial assumptions which increased the values by $4,923 and $4,030 respectively; pursuant to applicable regulations, the amounts in the table do not include these net decreases.$12,003, respectively.

(3)

Represents cash retainer of $16,250,$32,500, Board meeting fees of $3,250,$6,500, and committee meeting fees of $2,400, payable for the portion of calendar 2014 following Mr. Khilnani’s election to the Board.$6,000.

(4)

Represents cash retainer of $21,667,$32,500, Board meeting fees of $4,333,$6,500, and committee meeting fees of $4,000, payable for the portion of calendar 2014 following Mr. Olivier’s election to the Board.$6,000. Pursuant to the terms of the Compensation Plan for Non-Employee Directors, Mr. Olivier elected to defer receipt of $27,556 of these fees and to receivetherefore received in lieu thereofof cash approximately 8221,220 common stock equivalents having the same value.value on the date of receipt.

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The Committee sets compensation levels based on the skills, experience and performance of each executive officer, taking into account the benchmarking described below and compensation recommendations made by the CEO (except with respect to his own position). The Committee’s pay for performance philosophy is reflected in the annual base salary and cash incentive plan target review. For example, for fiscal 2014, as a result of the Company’s fiscal 2013 targets not being achieved, the executive officers received no increases in either base salary or target cash incentives. Additionally, the Company’s LTI awards utilize share price for acceleration, thereby closely aligning the executive officers with the shareholders on share price performance. The Committee also considers tally sheets which provide, for each executive officer, a recap of each principal element of compensation as well as benefits, perquisites, equity awards, and stock ownership and potential ownership. The tally sheets also reflect the incremental compensation which would be payable as a result of various termination scenarios and each element of pay or benefits impacted. The Committee retains the discretion to adjust all elements of compensation as it deems appropriate, subject to the requirements of Shareholder-approved plans.

Compensation Consultant and Benchmarking

The Committee is authorized by its charter to employ independent compensation and other consultants. The Committee has typically engaged a nationally recognized compensation consulting firm (the “Compensation Consultant”) every other year to assist the Committee in evaluating executive compensation. For theits fiscal 20132015 compensation review the Committee had engaged Pay Governance LLC as the Compensation Consultant, and for fiscal 2014 the Company used the September 2014 compensation survey that the Compensation Consultant produced. The Committee had previously engaged Pay Governance had producedLLC for the prior year, aged as described below.its fiscal 2013 compensation review. In August 2014,2015, the Committee assessed Pay Governance’s independence in line with the SEC’s compensation consultant independence factors, and determined there were no conflicts of interest. The compliance letter will be kept on file and the consultant’s independence status will be reviewed at least annually.

The Compensation Consultant periodically attends meetings of the Committee at the Committee’s request, and also provides information, research and analysis pertaining to executive compensation as requested by the Committee, including updates on market trends, survey data and analysis for market review.

For the fiscal 2013September 2014 compensation survey, which Pay Governance produced in September 2012, the Committee utilized the peer group described below, which was updated from the peer group originally developed in July 2010 in conjunction with Pay Governance. The criteria for selection remained unchanged; however one of the companies was taken private and two others fell below the target revenue size, and they were therefore removed from the survey. This peer group was based on the current SIC codes assigned to the Company’s subsidiaries and represents companies in the following industries within which the Company participates:

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Companies in the above industries were then filtered for revenue size in order to determine the Company’s peer group. The peer group also includesFor the fiscal 2015 survey, several of the companies were removed from the survey as a result of having been taken private, having fallen below the target revenue size, or as a result of the Company’s sale of Aclara; and others were added to include some of the companies described as peers in the Company’s 20112013 Annual Report to Shareholders. The following is a list of the companies comprising the Company’s peer group for compensation purposes:

Aegion Corporation *	CLARCOR Inc.	Moog Inc. *
Aeroflex Holding Corp.	EnerNOC, Inc.	Pall Corporation *
Ameresco, Inc. *	FARO Technologies, Inc. *	Powell Industries, Inc. *
Analogic Corporation		Itron, Inc.		Power-One Inc.
Arris Group Inc.		JDS Uniphase Corporation		Radisys CorporationRTI International Metals Inc. *
Badger Meter,CIRCOR International, Inc.		Loral Space & CommunicationsLydall Inc.		Roper Industries, Inc.
CLARCOR Inc.		Moog Inc.		Teradyne, Inc.
Comtech Telecommunications Corp.		Multi-Fineline Electronix Inc.		TTM Technologies, Inc.
Comverge, Inc.		Nordson Corporation		ViaSat Inc.
Harmonic Inc.		Pall Corporation		Viasystems Group, Inc.
InterDigital, Inc.		Powell Industries, Inc.

For fiscal 2014

* Survey data available for the Committee utilized the data in the Compensation Consultant’s report for fiscal 2013,CEO and aged the data by applying a 3% increase. CFO positions only.

For each of the Company’s executive officer positions, each principal element of compensation (base salary, cash incentive and LTI), as well as total cash compensation (base salary and cash bonus), and target total direct compensation (target cash compensation and LTI) were reviewed and compared against an annual median market rate for peer group companies. For fiscal 2014,2015, the Committee utilized the 50^th percentiles for the peer group companies in determining the average market rates; and forrates.

For the Company’s General Counsel, due to the small number of peer group companies (ten)(eight) which provided compensation data for the general counsel position, the Committee also used the compensation data for Top Legal Executives taken from the Towers Watson Data Services 2011 General Industry2013 Survey Report on Top Management Compensation Survey Report — Compensation–U.S. (the “Towers Watson Report”) —– size-adjusted to ESCO’s revenues. The Company and its subsidiary VACCO Industries are among the nearly 500 participating companies which contribute management compensation data for the Towers Watson Report. A list of all of the participating companies included in the Towers Watson Report is attached as Appendix A to this Proxy Statement.

Each principal element of compensation is reviewed independently against the market rates. Relative Company performance is also periodically compared to the then-current peer group to test the overall reasonableness of pay for performance.

Principal Elements of Compensation

The principal elements of compensation (base salary, cash incentive and LTI) for the executive officers are shown in the Summary Compensation Table on page 29.26.

The Committee considers the survey data described above as a frame of reference in making its determinations; however, the survey data and the peer group market rates are not the only factors used in determining appropriate salaries for the executive officers, as the complexity and composition of the Company (consisting of three primary business lines) does not lend itself to comparisons with a readily ascertainable peer group. While matching by SIC codes can provide some measure of comparability, there are wide variations in the type and complexity of these companies. The Committee therefore uses the market rates as a guideline when determining the appropriate compensation program for the executive officers, while retaining the flexibility to utilize its judgment and other factors including Company and individual performance. The Committee does not make its decisions according to a formula, and the Committee exercises considerable judgment and discretion in making them.

Based on its review of the compensation program, the executive officers’ current compensation and the Company’s fiscal 20132014 performance, the Committee determined that no changes to its compensation program were warranted for fiscal 2014,2015, but it increased the executive officers’ fiscal 2015 base salaries and target cash incentives. While the Company exceeded its cash flow and entered orders targets for 2015, it did not achieve its EPS target, and therefore the Committee did not increase the executive officers’ base salaries or target cash incentives. However, based on the Company’s improved performance duringfor 2016; however, as an incentive for fiscal 2014,2016 the Committee did increase the executive officers’ base salaries andfiscal 2016 target cash incentives for fiscal 2015, as described below.incentives.

Annual Base Salaries. Base salaries are designed to attract, retain, motivate and reward competent, qualified, experienced executives to operate the business. The Company emphasizes performance-based compensation for the executive officers. Historically, the executive officers’ salaries have been targeted to the 50^th percentile of the market rates, as adjusted for the relative value of the jobs within the Company compared to those in the comparison companies. At the discretion of the Committee, with input by the CEO, executive officers with significant experience and responsibility who consistently demonstrate exemplary performance

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may be paid more than the market rates for their positions, while less experienced executive officers may be paid salaries less than the market rates.

Fiscal 20142015 base salaries for the executive officers were set by the Committee at the end of fiscal 2013.2014. The salaries were based on the Committee’s review of current salary levels and target total cash compensation (base salary and cash incentive) compared to the established annual market rates. The Committee also took into account, for the CEO, fiscal 20132014 individual and Company performance and for the other executive officers, a subjective evaluation of the executives’ fiscal 20132014 performance with input of the CEO.

In determining the CEO’sexecutive officers’ base salarysalaries for fiscal 2014, while2015, the Committee noted several positive fiscal 20132014 performance factors, including recordincreased sales, entered orders significant increases in sales and EBIT in the Filtration segment, and the successful launch of several new products in the Test segment and at Doble, it also noted the disappointing operating performance by Aclara which resulted in lower than expected earnings per share, (“EPS”).both top-line and bottom-line growth in all four quarters of the year, the implementation of a formal capital allocation policy, an increased internal focus on ROIC, the successful sale of Aclara, and the resulting deleveraging of the balance sheet allowing further investment. Based on the factors considered, the Committee determined that no changean increase in base salaries was warranted either for the CEO orand the other executive officers. Base salaries for fiscal 20142015 were atslightly above the market rate for the CEO, above the market rate for the Executive VP and CFO, and at the market rate for the Senior VP and General Counsel.

Base salaries for the executive officers for fiscal 20132014 and fiscal 20142015 were as follows:

Base Compensation

Officer		FY 2013 Base Salary				Percent Increase from FY 2012				FY 2014 Base Salary				Percent Increase from FY 2013				FY 2014 Base Salary				Percent Increase from FY 2013		FY 2015 Base Salary				Percent Increase from FY 2014
Victor L. Richey (CEO)		$	790,000				None			$	790,000				None			$	790,000			None		$	824,500				4.4	%
Gary E. Muenster (Executive VP & CFO)		$	526,000				None			$	526,000				None			$	526,000			None		$	550,000				4.6	%
Alyson S. Barclay (Senior VP & General Counsel)		$	312,000				None			$	312,000				None			$	312,000			None		$	326,000				4.5	%

Changes for Fiscal 20152016..  Based on improved continuing operations performance in fiscal 2014, theThe Committee determined in September 2014November 2015 to allocate all of the fiscal 2016 increases in the executive officers’ cash compensation to the cash incentive program, and as a result it did not increase the fiscal 2015executive officers’ base salaries for each of the executive officers by approximately 4.5% over fiscal 2014.2016.

Cash Incentive Plans. The Committee uses annual performance-based cash incentives to compensate the executive officers. The Committee establishes performance targets for the executive officers, using financial and operational goals linking compensation to overall Company performance. The Committee did not increaseincreased the cash incentive targets for the executive officers for fiscal 20142015 as compared to fiscal 2013.2014.

The total cash incentive targets for fiscal 20132014 and fiscal 20142015 were as follows:

Target Cash Incentive Compensation

Officer		FY 2013 Target Cash Incentive				Percent Increase from FY 2012				FY 2014 Target Cash Incentive				Percent Increase from FY 2013				FY 2014 Target Cash Incentive				Percent Increase from FY 2013		FY 2015 Target Cash Incentive				Percent Increase from FY 2014
Victor L. Richey (CEO)		$	525,000				None			$	525,000				None			$	525,000			None		$	550,000				4.8	%
Gary E. Muenster (Executive VP & CFO)		$	319,000				12.3	%		$	319,000				None			$	319,000			None		$	333,000				4.4	%
Alyson S. Barclay (Senior VP & General Counsel)		$	153,200				14.3	%		$	153,200				None			$	153,200			None		$	160,000				4.4	%

For the executive officers, the Company operates two short-term cash incentive plans: (i) the Incentive Compensation Plan for Executive Officers (the “ICP”(“ICP”); and (ii) the Performance Compensation Plan (the “PCP”(“PCP”). These at-risk plans closely link the executive officers’ pay to the Company’s financial results and provide for compensation variability through reduced payments in times of poor performance and higher compensation in times of strong performance. The ICP is a Section 162(m) shareholder-approved plan with a fixed target and a range, subject to the Committee’s discretion to decrease, but not to increase, the actual cash incentive payouts. The PCP also has a fixed target and a range, but allows the Committee discretion to either increase or decrease the actual cash incentive payouts.

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For fiscal 2013,2015, the executive officers’ target cash incentives had beenwere divided equally between the two plans for the executive officers. However, for fiscal 2014,officers, to emphasize its focus onprovide a balance between the ongoing shareholder value the Committee allocated 100% of the executive officers’ target cash incentive to the ICP, and selectedproposition (measured by earnings per share from continuing operations, as adjusted to remove certain non-recurring items, (hereafter referred to as “adjusted EPS from continuing operations”) as the sole metric for determining the actual incentive payout. Adjusted EPS from continuing operations was selected in order to excludeshare) and the Company’s Aclara subsidiary, which the Company had previously announced its intentiongoal to sell,annually evaluate and which in fact was sold in March 2014.focus senior managers on other strategic measures such as cash flow, entered orders and return on invested capital. The target percentage of total cash compensation represented by the ICP and PCP was based on the level of the position, with targets for fiscal 20142015 as follows:

Cash Incentive Targets —– Fiscal 2014 —2015– ICP and PCP

Officer		Base Salary				Base Salary As % of Total Cash Compensation				ICP Target Cash Incentive				ICP Target As % of Total Cash Compensation
Victor L. Richey (CEO)		$	790,000				60	%		$	525,000				40	%
Gary E. Muenster (Executive VP & CFO)		$	526,000				62	%		$	319,000				38	%
Alyson S. Barclay (Senior VP & General Counsel)		$	312,000				67	%		$	153,200				33	%

																		ICP Target								PCP Target
Officer		Base Salary				Base % of Total Cash Comp.				Cash Incentive Target				Cash Incentive % of Total Cash Comp.				($)				% of Total Cash Comp.				($)				% of Total Cash Comp.
V.L. Richey, Jr. (CEO)		$	824,500				60	%		$	550,000				40	%		$	275,000				20	%		$	275,000				20	%
G.E. Muenster (Executive VP & CFO)		$	550,000				62	%		$	333,000				38	%		$	166,500				19	%		$	166,500				19	%
A.S. Barclay (Senior VP & General Counsel)		$	326,000				67	%		$	160,000				33	%		$	80,000				16.5	%		$	80,000				16.5	%

Fiscal 20142015 target total cash compensation (base salary plus target cash incentive) was at the median market rate for the CEO and the Senior VP and General Counsel, and above the median rate for the CFO.

The higher at-risk target percentage for the CEO as compared to the other executive officers is based on the Company’s at-risk philosophy, and his role as CEO of the Company. Likewise, the CFO’s position has a higher percentage as compared to the Senior VP and General Counsel, based on his responsibilities. Typically near the beginning of each fiscal year, the Committee determines the evaluation criteria, sets performance targets and approves the minimum and maximum multipliers which will be applied to the targets to determine payments under both plans. The Committee approves the performance targets after reviewing the Company’s business plans and determining the key short-term business metrics on which the Company’s senior management should focus in order to drive results. Because of the broad responsibilities of the executive officers, their targets are tied to Company-wide measures.

As noted above,

In determining the fiscal 2015 combined ICP and PCP incentive target for the CEO, the Committee considered the actual total cash compensation of the CEO compared to the market rate and the target cash incentive percentage for this position.

During the first quarter of fiscal 2014,2015, the Committee agreed to allocate 100%50% of the fiscal 2014executive officers’ cash incentive opportunity to the ICP, measured against adjusted EPS from continuing operations.the earnings per share (“EPS”) target defined below, and allocate the other 50% of their cash incentive opportunity to the PCP, measured against (i) the achievement of the cash flow target defined below (weighted at 25% of the total incentive opportunity), (ii) the achievement of the entered orders target defined below (weighted at 15% of the total incentive opportunity); and (iii) the achievement of the ROIC target defined below (weighted at 10% of the total incentive opportunity). The Committee approved the following EPS targettargets and evaluation matrixmatrices for the fiscal 20142015 ICP plan;and PCP plans; for each component, the multiplier applied to the target is the one below the dollar value which is closest to the actual results for that measure, subject to the Committee’s discretion as described above:

ICP — Adjusted EPS from Continuing Operations

–Earnings Per Share

																										Target
EPS:		$	1.54			$	1.58			$	1.61			$	1.65			$	1.68			$	1.72			$	1.75			$	1.79			$	1.82			$	1.86			$	1.89			$	1.93
Multiplier:			0.00				0.20				0.36				0.52				0.68				0.84				1.00				1.20				1.40				1.60				1.80				2.00

														Target
EPS:		$1.35		$1.38		$1.41		$1.44		$1.47		$1.50		$1.53		$1.56		$1.59		$1.62		$1.65		$1.68
Multiplier:		0.00		0.20		0.36		0.52		0.68		0.84		1.00		1.20		1.40		1.60		1.80		2.00

PCP– Cash Flow, Entered Orders and ROIC (dollars in millions)

																						Target
Cash Flow:		$	27.9			$	28.4			$	28.9			$	29.4			$	29.9			$	30.4			$	30.9			$	31.4			$	31.9			$	32.4			$	32.9
Multiplier:			0.20				0.36				0.52				0.68				0.84				1.00				1.20				1.40				1.60				1.80				2.00

																						Target
Entered Orders:		$	513.3			$	518.3			$	523.3			$	528.3			$	533.3			$	538.3			$	543.3			$	548.3			$	553.3			$	558.3			$	563.3
Multiplier:			0.20				0.45				0.66				0.83				0.93				1.00				1.10				1.25				1.45				1.70				2.00

																						Target
ROIC:			18.7	%			18.8	%			18.9	%			19.0	%			19.1	%			19.3	%			19.7	%			20.1	%			20.5	%			20.8	%			21.2	%
Multiplier:			0.20				0.45				0.66				0.83				0.93				1.00				1.10				1.25				1.45				1.70				2.00

The target, ranges and multipliers for this matrixtargets in these matrices were determined at the beginning of the fiscal 2014year on the basis of subsidiary projections with senior management review. The Committee also considered the uncertainty of the economy at the time the targets were established.

For the ICP, the Committee approved the use of earnings per share as the evaluation criterion for fiscal 2015, with a target was established.of $1.75. The maximum of the range representedwas a 10% improvement over the target of $1.53.target. This was deemed to be significantly challenging in the current economic environment, and thereforeenvironment. The higher multiplier above target was reflective of the difficulty in achieving such increased earnings per share and was intended to be rewarded accordingly. The matrix provided for a payment equal to 1.00 times the target if the earnings per share target of $1.75 was achieved. Actual adjusted EPS from continuing operations for fiscal 20142015 was $1.65, representing$1.59, which resulted in a 1.80x multiplier of 0.20 being applied to the target incentives.

The Summary Compensation Table on page 29 reflects these payouts.

Changes for Fiscal 2015.  Based on improved continuing operations performance in fiscal 2014, the Committee determined in September 2014 to increase the fiscal 2015 target cash incentive compensation for eachportion of the executive officers by approximately 4.5% over fiscal 2014, effective October 1, 2014.

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SUMMARY COMPENSATION TABLE

The following table contains information concerning compensation for fiscal 20142015 and the preceding two fiscal years for all services rendered in all capacities to the Company and its subsidiaries of the executive officers serving at September 30, 20142015 (the “executive officers”).

Name and Principal Position		Fiscal Year		Salary				Bonus(1)				Stock Awards(2)				Non-Equity Incentive Plan Compensation (3)				Change in Pension Value & Nonqualified Deferred Compensation Earnings(4)				All Other Compensation (5)				Total
Victor L. Richey		2015		$	824,500			$	0			$	1,374,505			$	506,000			$	45,393			$	97,297			$	2,847,695
Chairman, Chief		2014			790,000				0				1,314,996				945,000				67,260				70,451				3,187,707
Executive Officer & President		2013			790,000				0				1,314,933				0				0				63,015				2,167,948
Gary E. Muenster		2015		$	550,000			$	0			$	662,020			$	306,360			$	21,273			$	53,156			$	1,592,809
Executive Vice		2014			526,000				0				634,016				574,200				34,051				45,241				1,813,508
President & Chief Financial Officer		2013			526,000				0				633,726				0				0				44,018				1,203,744
Alyson S. Barclay		2015		$	326,000			$	0			$	321,020			$	147,200			$	30,728			$	62,767			$	887,715
Senior Vice		2014			312,000				0				306,989				275,760				44,197				57,006				995,952
President, Secretary & General Counsel		2013			312,000				0				307,018				0				0				60,215				679,233

Name and Principal Position		Fiscal Year				Salary				Bonus(1)				Stock Awards(2)(3)				Non-Equity Incentive Plan Compensation(4)				Change in Pension Value & Nonqualified Deferred Compensation Earnings(5)				All Other Compensation(6)				Total
Victor L. Richey Chairman, Chief Executive Officer & President			2014			$	790,000			$	0			$	1,314,996			$	945,000			$	67,260			$	70,451			$	3,187,707
			2013				790,000				0				1,314,933				0				0				63,015				2,167,948
			2012				790,000				0				0				168,000				92,968				62,733				1,113,701
Gary E. Muenster Executive Vice President & Chief Financial Officer			2014			$	526,000			$	0			$	634,016			$	574,200			$	34,051			$	45,241			$	1,813,508
			2013				526,000				0				633,726				0				0				44,018				1,203,744
			2012				526,000				0				0				90,880				47,711				46,393				710,984
Alyson S. Barclay Senior Vice President, Secretary & General Counsel			2014			$	312,000			$	0			$	306,989			$	275,760			$	44,197			$	57,006			$	995,952
			2013			$	312,000				0				307,018				0				0				60,215				679,233
			2012				312,000				0				0				42,880				62,274				62,926				480,080

(1)

Although discretionary cash awards are permitted under the PCP, as discussed under the caption“Principal Elements of Compensation —– Cash Incentive Plans” in the Compensation Discussion and Analysis section, none were made during the years indicated.

(2)

Represents the aggregate grant date fair values for performance-accelerated restricted share awards computed based uponon the assumptions discussed in Note 11 tofair market value of the Company’s Consolidated Financial Statements included inunderlying Common Stock on the 2014 Annual Report to Shareholders, in accordance with FASB ASC Topic 718.respective grant dates. Such amounts do not correspond to the actual value that will be realized by the executive officers at the time of distribution.

(3)

Equity grants for each fiscal year are generally awarded at the beginning of that fiscal year on the date of the October or November Human Resources and Compensation Committee meeting. However, the equity grants for fiscal 2012 were made on September 29, 2011, shortly before the end of fiscal 2011, and therefore SEC regulations required them to be reported in the Summary Compensation Table as fiscal 2011 compensation. As a result, no stock awards were made to the executive officers in fiscal 2012.

(4)

Reflects the performance-based cash awards earned for the fiscal year indicated under the ICP and PCP, as discussed under the caption“Principal Elements of Compensation —– Cash Incentive Plans” in the Compensation Discussion and Analysis section.

(5)(4)

Represents the changes in actuarial present value of the executive officers’ accumulated benefits under the Company’s Retirement Plan and Supplemental Executive Retirement Plan during each fiscal year. These changes in pension value include the effect of changes in actuarial assumptions from year to year. For fiscal 2015 pension values increased despite the effect of changes in actuarial assumptions which reduced the values by $21,867 for Mr. Richey, $10,248 for Mr. Muenster and $16,177 for Ms. Barclay. For fiscal 2014 pension values increased despite the effect of changes in actuarial assumptions which reduced the values by $44,161 for Mr. Richey, $23,346 for Mr. Muenster and $30,032 for Ms. Barclay. For fiscal 2013 pension values decreased by $68,825 for Mr. Richey, $37,719 for Mr. Muenster and $49,632 for Ms. Barclay, in part due to the effect of changes in actuarial assumptions which reduced the values by $89,641 for Mr. Richey, $47,585 for Mr. Muenster and $62,676 for Ms. Barclay; however, pursuant to SEC regulations, the amounts in the table do not include these net decreases. For fiscal 2012 pension values increased, in part due to the effect of changes in actuarial assumptions which increased the values by $72,171 for Mr. Richey, $38,019 for Mr. Muenster, and $49,424 for Ms. Barclay. For additional information, see“Pension Benefits” below. There were no non-qualified deferred compensation earnings.

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(6)(5)

Comprised of the amounts provided in the table below:

Name and Principal Position		Fiscal Year		Perquisites(a)				Tax Gross-ups(b)				Defined Contribution Savings Plan Company Contributions				Employee Stock Purchase Plan Company Contributions				Total
Victor L. Richey		2015		$	54,409			$	28,994			$	10,600			$	3,294			$	97,297
Chairman, Chief Executive		2014			46,900				9,991				10,400				3,160				70,451
Officer & President		2013			41,419				8,236				10,200				3,160				63,015
Gary E. Muenster		2015		$	32,770			$	14,892			$	0			$	5,494			$	53,156
Executive Vice President &		2014			31,163				8,818				0				5,260				45,241
Chief Financial Officer		2013			31,412				7,346				0				5,260				44,018
Alyson S. Barclay		2015		$	37,132			$	12,421			$	10,809			$	2,405			$	62,767
Senior Vice President,		2014			37,029				8,529				10,200				1,248				57,006
Secretary & General Counsel		2013			36,671				7,304				10,000				6,240				60,215

Name and Principal Position		Fiscal Year				Perquisites(a)				Tax Gross-ups(b)				Defined Contribution Savings Plan Company Contributions				Employee Stock Purchase Plan Company Contributions				Total
Victor L. Richey Chairman, Chief Executive Officer & President			2014			$	46,900			$	9,991			$	10,400			$	3,160			$	70,451
			2013				41,419				8,236				10,200				3,160				63,015
			2012				42,189				7,387				10,000				3,157				62,733
Gary E. Muenster Executive Vice President & Chief Financial Officer			2014			$	31,163			$	8,818			$	0			$	5,260			$	45,241
			2013				31,412				7,346				0				5,260				44,018
			2012				30,098				11,040				0				5,255				46,393
Alyson S. Barclay Senior Vice President, Secretary & General Counsel			2014			$	37,029			$	8,529			$	10,200			$	1,248			$	57,006
			2013				36,671				7,304				10,000				6,240				60,215
			2012				35,835				7,342				10,010				9,739				62,926

(a)

Comprised of car allowance, financial planning, additional life insurance, and Company cost related to the personal use of clubs.

(b)

Represents tax gross-up for taxable club fees.

GRANTS OF PLAN-BASED AWARDS

The following table provides information for fiscal 20142015 for the executive officers regarding awards under the Company’s cash incentive plans (ICP and PCP) and PARS awards under its long-term incentive plan. See “Principal Elements of Compensation —– Cash Incentive Plans” and “— –Long-Term Incentive Compensation” in the Compensation Discussion and Analysis section.

Named		Grant Date		Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)												All Other Stock Awards: Number of Shares of Stock				All Other Options Awards: Number of Securities Underlying				Exercise or Base Price of Option				Grant Date Fair Value of Stock and Option
Executive Officer		(2)		Threshold				Target				Maximum				(3)				Options				Awards				Awards(4)
Victor L. Richey		10/1/2014		$	55,000			$	550,000			$	1,100,000				40,038				–				–			$	1,374,505
Gary E. Muenster		10/1/2014			33,300				333,000				666,000				19,284				–				–				662,020
Alyson S. Barclay		10/1/2014			16,000				160,000				320,000				9,351				–				–				321,020

Named Executive Officer		Grant Date(2)				Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)												All Other Stock Awards: Number of Shares of Stock(3)				All Other Options Awards: Number of Securities Underlying Options				Exercise or Base Price of Option Awards				Grant Date Fair Value of Stock and Option Awards(4)
						Threshold				Target				Maximum
Victor L. Richey			10/1/2014			$	0			$	525,000			$	1,050,000				39,704				—				—			$	1,314,996
Gary E. Muenster			10/1/2014				0				319,000				638,000				19,143				—				—				634,016
Alyson S. Barclay			10/1/2014				0				153,200				306,400				9,269				—				—				306,989

(1)

Represent threshold, target and maximum cash incentive opportunities for fiscal 20142015 under the Company’s annual Incentive Compensation Plan for Executive Officers (ICP) and Performance Compensation Plan (PCP). For more information, see“Principal Elements of Compensation —– Cash Incentive Plans” in the Compensation Discussion and Analysis section.

(2)

Date of approval of the cash incentive opportunities for fiscal 2014;2015; actual payouts were based on fiscal 20142015 results and were not determined until after the end of fiscal 20142015 See footnote (4)(3) to the Summary Compensation Table.

(3)

Represent performance-accelerated restricted shares (“PARS”) that will vest if the executive officer continues in the employment of the Company through the employment service period ending on September 30, 2018.2019. However, 50% and 100% of these PARS may be accelerated and earnedvested earlier between October 1, 2015 and September 30, 2018, if stock price targets of $35.60$36.90 and $38.05,$39.50, respectively, are met between October 1, 2016 and September 30, 2018; in that event, the accelerated portion will then become distributablevest on March 31 following the end of the fiscal year in which the target is achieved, ifprovided that the executive officer is stillcontinues in the employ of the Company.Company through the vesting date, and will be paid out on the following business day. However, none of these PARS may be accelerated and earnedvest earlier than March 31, 2017.2018. Achievement of target levels is determined based on the average stock price over a period of thirty consecutive trading days. All executive officer awards provide for acceleration in the event of a change in control of the Company. Dividends are not earned or paid prior to the distribution of the shares. For more information, see“Principal Elements of Compensation —– Long-Term Incentive Compensation” in the Compensation Discussion and Analysis section.

(4)

Based on the fair market value of the underlying Common Stock of $33.12$34.33 on the grant date.

TABLE OF CONTENTS

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

The following table provides information as of the end of fiscal 20142015 for the executive officers regarding outstanding awards of unvested performance-accelerated restricted sharesshare units (“PARS”). No executive officer had any stock option awards outstanding, either exercisable or unexercisable, as of the end of fiscal 2014. Certain PARS awards vested on September 30, 2014 but were not distributed until October 1, 2014; those awards are described in the next section.2015.

				Stock Awards(1)
Executive Officer		Grant Date		Number of Shares or Units of Stock That Have Not Vested				Market Value of Shares or Units of Stock That Have Not Vested(2)
Victor L. Richey		10/2/2012			33,925	(3)		$	1,217,908
		10/1/2013			39,704	(4)			1,425,374
		10/1/2014			40,038	(5)			1,437,364
Gary E. Muenster		10/2/2012			16,350	(3)		$	586,965
		10/1/2013			19,143	(4)			687,234
		10/1/2014			19,284	(5)			692,296
Alyson S. Barclay		10/2/2012			7,921	(3)		$	284,364
		10/1/2013			9,269	(4)			332,757
		10/1/2014			9,351	(5)			335,701

Executive Officer		Grant Date				Stock Awards(1)
						Number of Shares or Units of Stock That Have Not Vested				Market Value of Shares or Units of Stock That Have Not Vested(2)
Victor L. Richey			9/29/2011				49,885	(3)		$	1,735,000
			10/2/2012				33,925	(4)			1,179,912
			10/1/2013				39,704	(5)			1,380,905
Gary E. Muenster			9/29/2011				23,025	(3)		$	800,810
			10/2/2012				16,350	(4)			568,653
			10/1/2013				19,143	(5)			665,794
Alyson S. Barclay			9/29/2011				11,835	(3)		$	411,621
			10/2/2012				7,921	(4)			275,492
			10/1/2013				9,269	(5)			322,376

(1)

Achievement of target levels is determined based on the average stock price over a period of thirty consecutive trading days. All executive officer PARS awards provide for acceleration of vesting in the event of a change in control of the Company. Dividends are not paid on PARS award shares until they are distributed to the recipient.

(2)

Based on the closing price of the Company’s common stock of $34.78$35.90 on September 30, 2014,2015, the last day of the Company’s 20142015 fiscal year.

(3)

The conditions for accelerated vesting of the PARS awards granted September 29, 2011 have been met; these awards will vest and be distributed in shares on March 31, 2015 if the executive officer continues in the employment of the Company through that date.

(4)

PARS awards granted October 2, 2012 will vest and be distributed in shares on October 2, 2017 if the executive officer continues in the employment of the Company through September 30, 2017. Alternatively, vesting of 50% and 100% of these awards will occur if the specified stock price targets of $41.65 and $44.60, respectively, are achieved between October 1, 2014 andby September 30, 2017;2016; in that event the accelerated percentage of the awards will vest and be distributed in shares on March 31 of the year following the end of the fiscal year in which the target is achieved if the executive officer continues in the employment of the Company through that date.date and will be distributed in shares on the following business day. For more information, see“Principal Elements of Compensation – Long-Term Incentive Compensation” in the Compensation Discussion and Analysis section.

(5)(4)

With respect to the PARS awards granted October 1 2013, the specified stock price target of $35.60 was met during the first month of fiscal 2016; accordingly, 50% of the awards will vest on March 31, 2017 if the executive officer continues in the employment of the Company through that date and will be distributed in shares on the following business day. The remaining 50% of these awards will vest if the executive officer continues in the employment of the Company through September 30, 2018. Alternatively, vesting of 50%2018 and 100% of these awards will occur if stock price targets of $35.60 and $38.05, respectively, are achieved between October 1, 2015 and September 30, 2018; in that event the accelerated percentage of the awards will vest and be distributed in shares on the following business day; or if the specified stock price target of $38.05 is achieved by September 30, 2017 the remaining 50% will vest on March 31 of the year following the end of the fiscal year in which the target is achieved if the executive officer continues in the employment of the Company through that date.date and will be distributed in shares on the following business day. For more information, see“Principal Elements of Compensation – Long-Term Incentive Compensation” in the Compensation Discussion and Analysis section.