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Clearfield, Inc.CLEARFIELD, INC.

7050 Winnetka Avenue North, Suite 100

Brooklyn Park, Minnesota 55428

(763) 476-6866

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PROXY STATEMENT

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Solicitation of Proxies

The accompanying ProxyThis proxy statement is solicited on behalfprovided in connection with the solicitation of proxies by the Board of Directors of Clearfield, Inc. (“we,” “Clearfield” or the “Company”“the Company”) for use at the Annual Meeting of Shareholders to be held on Thursday, February 22, 2018,2024, at 2:00 p.m. (local time) at the Minneapolis Marriott Northwest, 7025 Northland Drive North, Brooklyn Park, MN 55428,Central Standard Time and at any postponements or adjournments thereof (the “Annual Meeting”). The mailing of this proxy statement to our shareholders commenced on or about January 9, 2018.11, 2024.

About the Virtual Annual Meeting

The Annual Meeting will again be a virtual meeting of the shareholders. The Board of Directors believes holding the Annual Meeting in a virtual format allows for greater engagement with our shareholders wherever they may be located, while minimizing the time and cost associated with planning, holding and arranging logistics for an in-person meeting.

Shareholders at the close of business on the record date, December 27, 2023, are entitled to attend the Annual Meeting by going to www.virtualshareholdermeeting.com/CLFD2024. To be admitted to the Annual Meeting, shareholders must enter the 16-digit control number found on the proxy materials you received, voting instruction form, notice of internet availability of proxy materials, or email previously received. Shareholders may vote during the Annual Meeting by following the instructions available on the meeting website during the Annual Meeting.

Following the formal portion of the Annual Meeting, we expect that our management will give a presentation and then answer questions from our shareholders. Shareholders participating in the Annual Meeting live via webcast may submit questions in writing through the virtual meeting platform at www.virtualshareholdermeeting.com/CLFD2024 during the Annual Meeting by typing their question into the “Ask a Question” field and clicking “Submit.”

Cost and Method of Solicitation

This solicitation of proxies to be voted at the Annual Meeting is being made by our Board of Directors. The cost of this solicitation of proxies will be borne by us.the company. In addition to solicitation by mail, our officers, directors and employees may solicit proxies by telephone or in person. We may also request banks, brokers and other nominees to solicit their customers who have a beneficial interest in our common stock registered in the names of nominees and will reimburse such banks, brokers or nominees for their reasonable out-of-pocket expenses.

VotingRecord Date and Outstanding Shares

The total number of shares of common stock, $0.01 par value outstanding and entitled to vote at the Annual Meeting as of December 27, 2017 consisted of 13,810,149 shares of common stock, $0.01 par value.2023 was 14,989,567. Each share of common stock is entitled to one vote. Only shareholders of record at the close of business on December 27, 20172023 will be entitled to vote at the Annual Meeting.

All shareholders are cordially invited to attend the Annual Meeting in person. Whether or not you expect to attend the Annual Meeting, please complete, date, sign and return the enclosed proxy as promptly as possible (or follow instructions to grant a proxy to vote by means of telephone or internet) in order to ensure your representation at the Annual Meeting. A return envelope (which is postage prepaid if mailed in the United States) is enclosed for that purpose. Even if you have given your proxy, you may still vote in person if you attend the Annual Meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the Annual Meeting, you must bring to the Annual Meeting a letter from the broker, bank or other nominee confirming your beneficial ownership of the shares. Additionally, in order to vote at the Annual Meeting, you must obtain from the record holder a proxy issued in your name.

Differences Between ShareholderShareholders of Record and Beneficial Owners

You are a shareholder of record if at the close of business on the record dateIf your shares wereare registered directly in your name with Wells Fargo Shareowner Services, our transfer agent.

Youagent, Equiniti Trust Company (doing business as EQ Shareowner Services), you are a beneficial owner if at the close“shareholder of business on the record date your shares were held by a bank, brokerage firm or other nominee and not in your name. Being a beneficial owner means that, like many of our shareholders,record.” If your shares are held in “street name.” Asa stock brokerage account or by a bank or other nominee, you are the beneficial owner you have the right to direct your broker or nominee how to voteof those shares, and your shares by following the voting instructions your broker or other nominee provides. If you do not provide your broker or nominee with instructions on how to vote your shares, your broker or nominee will not be able to vote your shares with respect to any proposal except for Proposal 3: Appointment of Independent Auditors being presented to shareholders at the Annual Meeting.are held in street name.

Record holders should review the additional information below under “Casting Your Vote as a Record Holder.”

Street name holders should review the additional information below under “Casting Your Vote as a Street Name Holder.”

Quorum and Voting Requirements

A quorum, consisting of a majority of the shares of common stock entitled to vote at the Annual Meeting, must be present in person or by proxy, before action may be taken at the Annual Meeting. A shareholder is counted as present at the Annual Meeting if the shareholder attends the online Annual Meeting or the shareholder has properly submitted a proxy by internet, telephone or signing and returning the enclosed proxy or other voting instruction form.

Proposal 1 relates to the election of directors. Directors are elected by a plurality of the votes cast at the Annual Meeting by holders of common stock voting for the election of directors. This means that since shareholders will be electing sixeight directors, the sixeight nominees receiving the highest number of votes will be elected. However, in an uncontested election (such as at the Annual Meeting, where the number of nominees does not exceed the number of directors to be elected), any nominee for director who does not receive a majority of votes cast for his or her election is required under our Governance Guidelines to promptly tender his or her resignation following certification of the shareholder vote. The Nominating and Corporate Governance Committee will consider the resignation and recommend to the Board of Directors whether to accept it. The Board of Directors will act on the Nominating and Corporate Governance Committee’s recommendation within 90 days following certification of the shareholder vote, and will promptly disclose its decision whether to accept or reject the resignation and the reasons therefor. You may either vote “FOR”“FOR,” “AGAINST” or “WITHHOLD” authority to vote“ABSTAIN” for each nominee for the Board of Directors. If you withhold authority to vote for the election of one of the directors, it has the same effect as a vote against that director.

The affirmative vote of the holders of thea majority of the shares present in person or by proxy, and entitled to vote is required for approval of Proposal 2: Advisory Vote on Named Executive Officer Compensation. You may vote “FOR,” “AGAINST” or “ABSTAIN” on Proposal 2.

The affirmative vote of the holders of thea majority of the shares present in person or by proxy, and entitled to vote is required for approval of Proposal 3: Ratification of Appointment of Independent Auditors. You may vote “FOR,” “AGAINST” or “ABSTAIN” on Proposal 3.

Abstentions and broker non-votes will be counted for purposes of calculating whethertowards a quorum is present at the Annual Meeting, but are not counted for the purposes of determining whether shareholders have approved that matter. Therefore, ifquorum. If you abstain from votingvote “ABSTAIN” on Proposal 2, or Proposal 3, it has the same effect as a vote against that proposal. AIf you hold your shares in street name and do not provide voting instructions to your broker or nominee, your shares will be considered to be “broker non-vote” occurs whennon-votes” and will not be voted on any proposal on which your broker or nominee does not have discretionary authority to vote under the rules of the New York Stock Exchange. Shares that constitute broker non-votes will be present at the Annual Meeting for determining whether a quorum exists, but are not considered entitled to vote on the proposal in question.

We understand that Proposal 3 is considered a “routine” proposal under New York Stock Exchange rules. If you are a beneficial owner and your shares are held in the name of a broker or other nominee, the broker or other nominee is permitted to vote your shares on Proposal 3, even if the broker or other nominee does not receive voting instructions from the beneficial owner and doesyou. As a result, we do not have the discretion to direct the voting of the shares. Brokeranticipate any broker non-votes will be counted for purposes of calculating whether a quorum is present at the Annual Meeting, but will not be counted for purposes of determining the number of votes present in person or represented by proxy and entitled to vote with respect to a particular proposal. Thus, aProposal 3. With respect to Proposals 1 and 2, your broker non-vote willor nominee may not affect the outcome of the vote on Proposal 1: Election of Directors or Proposal 3: Appointment of Independent Auditors.your shares without receiving voting instructions from you.

So far as our management is aware, no matters other than those described in this proxy statement will be acted upon at the Annual Meeting. In the event that any other matters properly come before the Annual Meeting calling for a vote of shareholders, the persons namedacting as proxies in the enclosed form of proxy will vote in accordance with their best judgment on such other matters.

CastingHow to Vote Your Vote as a Record HolderShares

IfWhether or not you are the shareholder of record of your shares and you do not vote by proxy card, by telephone, via the Internet or in person atplan to attend the Annual Meeting, you may vote your shares will not be voted atin advance of the Annual Meeting. If you are a record holder and you vote your shares, the individuals named on the proxy card will vote your shares as you have directed. If you just sign and submit your proxy without voting instructions, your shares will be voted “FOR” each director nominee identified in Proposal 1, “FOR” Proposal 2 and “FOR” Proposal 3.

Casting Your Vote as a Street Name Holder

If you are a street name holder andshareholder of record, you do not vote bymay give a proxy card, by telephone, via the Internet or in personto be voted at the Annual Meeting your broker or nominee may vote your shares only on those proposals on which it has discretion to vote. Your broker is entitled to vote in its discretion on Proposal 3: Appointment of Independent Auditors.either:

If you hold your shares beneficially in street name, and do notyou may also vote by proxy over the Internet by following the instructions in the Notice of Internet Availability of Proxy Materials or, do not provideif you received printed proxy materials, you may also vote by mail or telephone by following the instructions in the voting instructionsinstruction card provided to you by your broker, bank, trustee or nominee,nominee.

If you receive more than one Notice of Internet Availability of Proxy Materials, proxy card or voting instruction card, it means you hold shares of Clearfield common stock in more than one account. To ensure that all of your shares are voted, sign and return each proxy card or voting instruction card or, if you vote by telephone or via the Internet, vote once for each proxy card, voting instruction card or Notice of Internet Availability of Proxy Materials you receive.

Shares of common stock represented by valid, unrevoked proxies will not be voted on any proposal on which your broker does not have discretionary authority to vote. This is sometimes called a “broker non-vote.” Brokersat the Annual Meeting and, nominees do not have discretionary authority to vote on Proposal 1: Election of Directors or Proposal 2: Advisory Vote on Named Executive Officer Compensation.

As a result, if you hold your shares in street name and do not vote or do not provide votingwhen the shareholder has given instructions, to your broker or nominee, no votes will be cast on your behalf on Proposal 1 or Proposal 2. Because of these broker voting rules, all street name holders are urged to providevoted in accordance with those instructions. If no instructions to their brokers or nominees on how to vote theirare given in a signed proxy, the shares atwill be voted in accordance with the Annual Meeting.

Make your vote count! Instruct your broker how to cast your vote!

If you hold your sharesrecommendation of the Board of Directors, which is FOR each of the nominees in street name, your broker will continue to have discretion to vote any uninstructed shares on Proposal 3: Appointment of Independent Auditors.

Revoking a Proxy1 and FOR Proposals 2 and 3.

You also may changevote your voteshares electronically during the Annual Meeting. You will need the 16-digit control number found on the proxy materials you received, voting instruction form, notice of internet availability of proxy materials, or email previously received. Please have your 16-digit control number readily available and revokelog on to the Annual Meeting by visiting www.virtualshareholdermeeting.com/CLFD2024 and enter your proxy16-digit control number. You may begin to log into the meeting platform beginning at any time before it is voted by:1:30 p.m. CST on February 22, 2024. The Annual Meeting will begin promptly at 2:00 p.m. CST on February 22, 2024.

Revoking a Proxy

All shares represented by valid, unrevoked proxies will be voted at the Annual Meeting and any adjournment(s) or postponement(s) thereof. Our principal offices

If you are locateda shareholder of record, you may change your vote or revoke your proxy at any time before the vote at the Annual Meeting by:

If your shares are held in street name, you must contact your broker, bank or nominee to revoke your proxy or vote at the Annual Meeting.

Any written notice of revocation should be delivered to the attention of Frank J. Brixius Jr., Secretary of Clearfield, Inc. at our address: 7050 Winnetka Avenue North, Suite 100, Brooklyn Park, Minnesota 55428, and our55428. Our telephone number is (763) 476-6866.

Annual Meeting and Special Meetings; Bylaw Amendments

This 2018 Annual Meeting of Shareholders is a regular meeting of our shareholders and has been called by our Board of Directors in accordance with our bylaws as amended. Under the bylaws, special meetings of our shareholders may be held at any time and for any purpose and may be called by our Chief Executive Officer, Chief Financial Officer, any two directors or by a shareholder or shareholders holding 10% or more of shares entitled to vote, except that a special meeting for the purpose of considering any action to directly or indirectly facilitate or affect a business combination, including any action to change or otherwise affect the composition of the Board of Directors for that purpose, must be called by 25% or more of the shares entitled to vote. We will not accept, and shall consider ineffective, a written demand from a shareholder to call a special meeting that does not meet the requirements of Section 2.04-b of our bylaws.

The bylaws contain advance notice requirements relating to director nominations by shareholders and shareholder proposals. For more information, please review the section of this proxy statement entitled “Shareholder Proposals and Shareholder Nominees for 2019 Annual Meeting.”

The bylaws may be amended or altered by an action of the Board of Directors at any meeting. The authority of the Board is subject to the power of our shareholders, exercisable in the manner provided by Minnesota law, to adopt or amend, repeal bylaws adopted, amended, or repealed by the Board. Additionally, under the bylaws the Board may not make or alter any bylaws fixing a quorum for meetings of shareholders, prescribing procedures for removing directors or filling vacancies in the Board of Directors, or fixing the number of directors or their classifications, qualifications, or terms of office.

OWNERSHIP OF VOTING SECURITIES BY PRINCIPAL HOLDERS AND MANAGEMENT

The following table sets forth certain information as of December 27, 20172023 with respect to our common stock beneficially owned by (i) each director and each nominee for director, (ii) each person known to us to beneficially own more than five percent of our common stock, (iii) each executive officer named in the Summary Compensation Table (the “named executive officers”), and (iv) all current executive officers and directors as a group. Unless otherwise indicated, all beneficial owners have sole voting and investment power over the shares held. Except as indicated below, the business address of each individualbeneficial owner set forth below is 7050 Winnetka Avenue North, Suite 100, Brooklyn Park, Minnesota 55428.

*       Less than one percent

PROPOSAL 1:

ELECTION OF DIRECTORS

SixEight directors will be elected at the Annual Meeting to serve until the next Annual Meeting of Shareholders or until their successors have been elected and shall qualify. Proxies cannot be voted for a greater number of persons than the number of nominees named. Pursuant to our bylaws, the authorized number of directors is set at sixeight and the Board of Directors has nominated for election the sixeight persons named below. Each nominee isAll eight nominees are currently a directorserving as directors of Clearfield. All nominees were elected by the shareholders at our 2017 Annual Meeting of Shareholders.

The persons named in the accompanying proxy cardacting as proxies intend to vote the proxies held by them in favor of the nominees named below as directors, unless otherwise directed. Should any nominee for director become unable to serve as a director for any reason, the proxies have indicated they will vote for such other nominee as the Board of Directors may propose. The Board of Directors has no reason to believe that any candidate will be unable to serve if elected and each has consented to being named a nominee.

We know of no arrangements or understandings between a director or nominee and any other person pursuant to which he or she has been selected as a director or nominee. There is no family relationship between any of the nominees, our directors or our executive officers except that Ms. Beranek and Mr. Hill are related through the marriage of their daughter and son, respectively.

Information Regarding Nominees

Set forth below is biographical and other information with respect to each nominee, as well as a discussion of the specific experience, qualifications, attributes, and skills that led to the conclusion that the nominee should serve as a director of Clearfield at this time.

Cheryl Beranek, age 55, has served as our director since 2007. Ms. Beranek has also served as our President and Chief Executive Officer since June 2007. From July 2003 to June 2007, Ms. Beranek served as President of our former subsidiary, APA Cables and Networks. Prior to joining the Company, Ms. Beranek was President of Americable from 2002 until July 2003, when we acquired Americable. She also served as the Chief Operating Officer of Americable in 2001 and 2002. Ms. Beranek holds a Bachelor of Science degree from Southwest Minnesota State University and a Master’s of Science degree from North Dakota State University.

Ms. Beranek is qualified to serve on the Clearfield Board of Directors because she brings to the Board a keen understanding of our business and industry developed through her tenure as our President and Chief Executive Officer and in her previous position as the President of our former subsidiary. Additionally, Ms. Beranek’s role as our President and Chief Executive Officer allows her to provide the Board with her unique insight as a member of management on our business and our operations.

Ronald G. Roth, age 72, has served as our director since 2002. Mr. Roth is currently retired. Mr. Roth was Chairman of the Board and Chief Executive Officer of Waste Systems Corp., a privately held waste hauling and disposal company, for 25 years prior to its sale to a national solid waste management company in 1995. From 1995 to 2001, he was Chairman of the Board of Access Cash International L.L.C., a North American provider of ATMs and related processing and financial services until its sale. Since 1990 he has been an owner of, and has served in various capacities, including Chairman of the Board and an officer, with Phillips Recycling Systems. Mr. Roth holds a Bachelor of Arts degree in marketing from Michigan State University.

Mr. Roth is qualified to serve on the Clearfield Board of Directors because he brings to the Board a strong background in executive management through his service for more than 25 years as the Chief Executive Officer or executive officer of several companies.

Roger Harding, age 63, has served as our director since July 14, 2016. From 1972 to 2008, Mr. Harding served in multiple leadership roles with Alcatel-Lucent, including as the Vice President & General Manager, Global Switching from 2001 until his retirement in 2008. Mr. Harding received a Bachelor of Arts degree in business administration and management from the University of Central Oklahoma.

Mr. Harding has a strong background in operations and the execution of operational strategies, as well as a deep understanding of the telecommunications and networking markets. These attributes qualify him to serve as a director of Clearfield. In addition, Mr. Harding qualifies as an audit committee financial expert.

Charles N. Hayssen, age 66, has served as our director since 2008. Since January 2009, Mr. Hayssen has served as the President of Safeway Driving School, a privately-held provider of driver’s education services. From August 2007 to September 2008, Mr. Hayssen was a private investor. From August 2004 until August 2007, Mr. Hayssen was Chief Operating Officer of AllOver Media, Inc., a privately-held out-of-home media company. From September 2002 to April 2004, Mr. Hayssen was the Chief Financial Officer of ThinkEquity Partners LLC, an equity capital markets firm. From March 2004 to May 2009, Mr. Hayssen was a director of Lenox Group Inc., a publicly held designer, distributor, wholesaler and retailer of fine quality tableware, collectible and other giftware products, until it filed petition for reorganization relief in November 2008. Mr. Hayssen holds a Bachelor of Arts degree from Dartmouth and from the University of Chicago Graduate School of Business, a Masters of Business Administration degree.

Mr. Hayssen brings strong executive management and financial management experience to the Board, as well as experience as a director of a publicly traded company, all of which qualify him to serve as a director of Clearfield. In addition, Mr. Hayssen qualifies as an audit committee financial expert.

Donald R. Hayward, age 60, has served as our director since 2007. From 2006 to his retirement in 2017, Mr. Hayward has served as the President of Engel Diversified Industries (EDI), a privately held manufacturing company. Mr. Hayward is currently a consultant for manufacturing clients. From 1997 until joining EDI, Mr. Hayward was Director of Corporate Services at Minnesota Technology, Inc. a publicly funded, private non-profit in support of Minnesota’s technology community. Mr. Hayward holds a Bachelor of Science degree in business administration and economics from the University of Wisconsin.

Mr. Hayward’s executive leadership experience, his familiarity with the business and operations of a manufacturing company developed through his service at EDI, and his background in technology qualify him to serve as a director of Clearfield.

Patrick Goepel, age 56, has served as our director since September 1, 2015. Since January 2010, Mr. Goepel has served as the President and Chief Executive Officer of Asure Software, Inc., a publicly-held provider of workplace management software (NasdaqCM: ASUR). He previously served as Asure Software’s Interim Chief Executive Officer from September 2009 to January 2010 and has served as its director since August 2009. Previously, he was the President and Chief Executive Officer of Fidelity Investment’s Human Resource Services Division from 2006 to 2008 and President and Chief Executive Officer of Advantec from 2005 to 2006. A former board member of iEmployee, Mr. Goepel currently serves on the board of directors of APPD Investments, and SafeGuard World International. He also served on the board of AllOver Media Holdings, Inc. until its sale to a private equity firm in March 2015.

Mr. Goepel’s public company executive management and board experience, as well as his background in successful execution of global expansion, operational and M&A initiatives, qualify him to serve as a director of Clearfield. In addition, Mr. Goepel qualifies as an audit committee financial expert.

Vote Required for Proposal 1

Under Minnesota law and our bylaws, directors are elected by a plurality of the votes cast at the Annual Meeting by holders of common stock voting for the election of directors. This means that since shareholders will be electing sixeight directors, the sixeight nominees receiving the highest number of votes will be elected.

However, in an uncontested election (where, as at the Annual Meeting, the number of nominees does not exceed the number of directors to be elected), any nominee for director who does not receive a majority of votes cast for his or her election is required under our Governance Guidelines to promptly tender his or her resignation following certification of the shareholder vote. Votes against a nominee’s election do not include broker non-votes. The Nominating and Corporate Governance Committee will consider the resignation offer and recommend to the Board whether to accept it. The Board will act on the Nominating and Corporate Governance Committee’s recommendation within 90 days following certification of the shareholder vote. The Board will promptly disclose its decision whether to accept the director’s resignation offer (and the reasons for rejecting the resignation offer, if applicable) in a Current Report on Form 8-K filed with the Securities and Exchange Commission. Any director who tenders his or her resignation as described above will not participate in the Nominating and Corporate Governance Committee’s recommendation or Board action regarding whether to accept the resignation offer. Proxies will be voted in favor of each nominee unless otherwise indicated. In addition, if each member of the Nominating and Corporate Governance Committee receives a majority against vote at the same election, then the independent directors who did not receive a majority against vote shall appoint a committee amongst themselves to consider the resignation offers and recommend to the Board whether to accept them.

The Board of Directors Recommends

Shareholders Vote FOR the Election of Each Nominee Identified in Proposal 1

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PROPOSAL 2:

ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION

At the time of the 2017 Annual Meeting of Shareholders, ourOur Board of Directors determined that an advisory vote on named executive officer compensation (commonly referred to as “say-on-pay”) will be held every yearyear. Accordingly, pursuant to the requirements of Section 14A of the Exchange Act and accordingly,the related rules of the Securities and Exchange Commission, we are asking our shareholders to cast an advisory vote on named executive officer compensation at the Annual Meeting.

Clearfield is a performance-driven, financially focused company with a long track record of strong performance. As described in detail in the Executive Compensation section of this proxy statement, our named executive officers have the opportunity to earn significant portions of their compensation based on the achievement of specific annual goals intended to drive financial performance of our business and the realization of increased shareholder value.

In addition to our consistent focus on pay-for-performance, we have undertaken a multi-year shareholder engagement effort. We received compensation-related and governance-related feedback and took numerous actions in response to that feedback in 2021, 2022 and 2023. The say-on-pay proposal presented at our 2023 Annual Meeting of Shareholders are encouragedreceived 84% approval by our shareholders. We attribute the strong shareholder support for the say-on-pay proposal to readour engagement efforts and our responsiveness to shareholder feedback. We describe the Executive Compensation section of this proxy statement for a more detailed discussion of our executive compensation programs, including information about fiscal year 2017 compensation of our named executive officers. Shareholders are also encouragedcompensation-related feedback we received, and the actions we have taken in response to read “Executive Compensationthat feedback, below under “Corporate Governance Highlights – Compensation Discussion and Analysis – Consideration of 2016 Say-on-Pay Vote” for an explanation of the impact of the prior say-on-pay vote relating to fiscal year 2016 compensation.Shareholder Engagement.”

We are asking our shareholders to indicate their support for our named executive officer compensation as described in this proxy statement. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this proxy statement. Accordingly, we ask our shareholder to vote “FOR” the following resolution at the Annual Meeting:

RESOLVED, that the shareholders of Clearfield, Inc. approve, on an advisory basis, the compensation of the named executive officers as disclosed in Clearfield’sthis proxy statement for the 2018 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission including(including in the Compensation Discussion and Analysis, section, the accompanying compensation tables and any related material disclosed in this proxy statement.

Vote Required for Proposal 2

Approval of this Proposal 2 requires the affirmative vote of the holders of the majority of the shares present, in person or by proxy, and entitled to vote on this Proposal 2.narrative).

While this vote is advisory, and not binding on the Compensation Committee or the Board of Directors, it will provide valuable information to us that the Compensation Committee will be able to consider when determining executive compensation philosophy, policies, and practices for the remainder of fiscal 2018year 2023 and beyond.

Vote Required for Proposal 2

Advisory approval of this Proposal 2 requires the affirmative vote of the holders of the majority of the shares present and entitled to vote on this Proposal 2.

The Board of Directors Recommends

Shareholders Vote FOR

Proposal 2: Advisory Vote on Executive Compensation

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CORPORATE GOVERNANCEEQUITY COMPENSATION PLAN INFORMATION

The following table describes shares of our common stock that are available on September 30, 2023, for purchase under outstanding stock-based awards, or reserved for issuance under stock-based awards or other rights that may be granted in the future, under our equity compensation plans:

There are no equity compensation plans not approved by our shareholders and all outstanding equity awards have been granted pursuant to shareholder-approved plans.

CORPORATE GOVERNANCE HIGHLIGHTS

Our Corporate Governance Practices

As part of Clearfield’s commitment to corporate governance best practices, the Board has adopted the following practices, which are described in more detail in this proxy statement.

Shareholder Engagement

We are committed to a robust and proactive shareholder engagement program. The Board of Directors values the perspectives of our shareholders, and feedback from shareholders on our business, corporate governance, executive compensation, and our ESG program are important considerations for Board and committee discussions throughout the year.

In calendar year 2021, the Compensation Committee and Nominating and Corporate Governance Committee began a substantial, multi-year shareholder engagement effort that continued into 2023. In calendar year 2023, we reached out to the 15 largest institutional shareholders, who, according to public reporting, control approximately 49% of our total outstanding shares. While some of our top shareholders declined engagement this year, our group was able to get feedback from shareholders representing approximately 11% of our shares outstanding.

Primary participants in our discussions with shareholders in calendar year 2023 and early calendar year 2024 were the chair of the Nominating and Corporate Governance Committee, the chair of the Compensation Committee, our Chief Financial Officer, and our General Counsel. Directors are generally available to participate in our engagement meetings upon request from shareholders. After our engagement discussions, the chair of the Nominating and Corporate Governance Committee provided the feedback received from our shareholders to all directors.

The Board, the Compensation Committee, the Nominating and Corporate Governance Committee and our management have found these outreach efforts over the past several years to be very helpful in understanding our investors’ perspectives on various business and governance matters. Some of the feedback and actions taken over the past several years included:

The Compensation Committee and the Board continue to consider additional compensation governance and corporate governance improvements for 2023 and beyond. We welcome the opportunity to engage with Clearfield shareholders and investors on these topics and others in the future.

CORPORATE GOVERNANCE

Board Independence

The Board of Directors undertook a review of director independence in November 2017December 2023 as to all sixeight directors then serving. As part of that process, the Board reviewed all transactions and relationships between each director (or any member of his or her immediate family) and Clearfield, our executive officers and our auditors, and other matters bearing on the independence of directors. As a result of this review, the Board of Directors affirmatively determined that each of the directors, with the exception of Ms. Beranek, is independent according to the “independence” definition of the Nasdaq Listing Rules. Ms. Beranek is not independent under the Nasdaq Listing Rules because she is employed by Clearfield and serves as our executive officer.

Committees of the Board of Directors and Committee Independence

The Board of Directors has established a Compensation Committee, an Audit Committee and a Nominating and Corporate Governance Committee. The composition (as of December 27, 2023) and function of these committees are set forth below.

Compensation Committee.Committee(14 meetings in fiscal 2023)

The Compensation Committee reviews and approves the compensation and other terms of employment of our Chief Executive Officer and our other executive officers of our company.officers. Among its other duties, the Compensation Committee oversees all significant aspects of our executive compensation plans and benefit programs, including succession plans for executive officers.programs. The Compensation Committee annually reviews and approves corporate goals and objectives for the compensation of the Chief Executive Officer and the other executive officers, as well as the Board of DirectorsDirectors’ evaluation of the Chief Executive Officer pursuant to the evaluation process established by the Nominating and Corporate Governance Committee. In connection with its review of compensation of executive officers or any form of incentive or performance basedperformance-based compensation, the Compensation Committee will also review and discuss risks arising from our compensation policies and practices. The Compensation Committee also administers our 2022 Stock Compensation Plan (the “2022 Plan”), which replaced the 2007 Stock Compensation Plan (the “2007 Plan”) upon approval by our shareholders in February 2023. Until it was replaced by the 2022 Plan, the Compensation Committee administered the 2007 Plan.

The charter of the Compensation Committee requires that this Committee consist of no fewer than two Board members who satisfy the requirements of the Nasdaq Stock Market and the “non-employee director” requirements of Section 16b-3 of the Securities Exchange Act of 1934, and the “outside director” requirements of Section 162(m) of the Internal Revenue Code.1934. Each member of our Compensation Committee meets these requirements. A copy of the current charter of the Compensation Committee is available by following the link to “Corporate Governance” in the “For Investors” section of our website at www.SeeClearfield.com.

The current members of the Compensation Committee are Ronald G. Roth (Chair), Patrick Goepel and Donald R. Hayward. During fiscal year 2017, the Compensation Committee met four times, including in executive session without management present. A report of the Compensation Committee is set forth below.

Nominating and Corporate Governance Committee.Committee(8 meetings in fiscal 2023)

The Nominating and Corporate Governance Committee is charged with the responsibility of identifying, evaluating and approving qualified candidates to serve as directors of our company,Clearfield, ensuring that our Board and governance policies are appropriately structured, developing and recommending a set of corporate governance guidelines, overseeing Board orientation, training and evaluation, and establishing an evaluation process for the Chief Executive Officer.Officer, as well as making recommendations to the Board regarding succession plans for the Chief Executive Officer position. The Nominating and Corporate Governance Committee is also responsible for the leadership structure of our Board, including the composition of the Board and its committees, and an annual review of the position of ChairmanChair of the Board. As part of its annual review, the Nominating and Corporate Governance Committee is responsible for identifying individuals qualified to serve as ChairmanChair and making recommendationrecommending to the Board of Directors for any changes in such position. The Nominating and Corporate Governance Committee also has responsibility for overseeing our annual process of self-evaluation by members of the committees and the Board of Directors as a whole. Additionally, the Nominating and Corporate Governance Committee is responsible for reviewing and assessing Clearfield’s significant environmental, social and governance (ESG) issues, risks, and trends, and oversees Clearfield's engagement with and disclosure to shareholders and other interested parties concerning ESG matters.

The charter of the Nominating and Corporate Governance Committee requires that this Committee consist of no fewer thanat least two Board members who satisfy the “independence” requirements of the Nasdaq Stock Market. Each member of our Nominating and Corporate Governance Committee meets these requirements. A copy of the current charter of the Nominating and Corporate Governance Committee is available by following the link to “Corporate Governance” in the “For Investors” section of our website at www.SeeClearfield.com. A copy of our current Governance Guidelines is also available in the “Corporate Governance” section of our website, found through the link to the “For Investors” section. The current members of the Nominating and Corporate Governance Committee are Donald R. Hayward (Chair), Roger Harding, Charles N. Hayssen and Ronald G. Roth. During fiscal year 2017, the Nominating and Corporate Governance Committee met three times.

Audit Committee(4 meetings in fiscal 2023)

Audit Committee.The Audit Committee assists the Board by reviewing the integrity of our financial reporting processes and controls; the qualifications, independence, and performance of the independent auditors; and compliance by us with certain legal and regulatory requirements. The Audit Committee has the sole authority to retain, compensate, oversee, and terminate the independent auditors. The Audit Committee reviews our annual audited financial statements, quarterly financial statements and filings with the Securities and Exchange Commission. The Audit Committee reviews reports on various matters, including our critical accounting policies, significant changes in our selection or application of accounting principles and our internal control processes. Under its charter, the Audit Committee exercises oversight of significant risks relating to financial reporting and internal control over financial reporting, including discussing these risks with management and the independent auditor and assessing the steps management has taken to minimize these risks. The Audit Committee also pre-approves all audit and non-audit services performed by the independent auditor.

The Audit Committee operates under a written charter and a copy of the current Audit Committee charterthat is available by following the link to “Corporate Governance” in the “For Investors” section of our website at www.SeeClearfield.com. Our Audit Committee presently consists of four directors: Charles N. Hayssen (Chair), Patrick Goepel, Roger Harding and Donald R. Hayward. During fiscal year 2017, the Audit Committee met four times, including in executive session without management present.

The Board of Directors has determined that all members of the Audit Committee are “independent” directors under the rules of the Nasdaq Stock Market and the rules of the Securities and Exchange Commission. Our Board of Directors has reviewed the education, experience, and other qualifications of each of the members of its Audit Committee. After review, the Board of Directors has determined that Mr.Messrs. Hayssen, Mr. Goepel and Mr. Harding each meet the Securities and Exchange Commission definition of an “audit committee financial expert.” The members of the Audit Committee also meet the Nasdaq Stock Market requirements regarding the financial sophistication and the financial literacy of members of the audit committee. A report of the Audit Committee is set forth below.

Board Leadership Structure

The Board consists ofhas a non-executive ChairmanChair of the Board and three standing committees that are each led by a chair. The members of each committee are “independent directors” under the Nasdaq Listing Rules and meet the other similar independence requirements applicable to that committee. Our Chief Executive Officer is a director, but she does not serve as chair of the Board and does not serve on any committee.committees.

We believe that the current Board leadership structure is appropriate for Clearfield at this time because it allows the Board and its committees to fulfill their responsibilities, draws upon the experience and talents of all directors, encourages management accountability to the Board, and helps maintain good communication among Board members and with management. In particular, we believe that having our Chief Executive Officer serve as a member of the Board and having a separate individual serve as ChairmanChair of the Board allows the independent directors and the Chief Executive Officer to contribute their different perspectives and roles to our strategy development. Our current Board leadership structure is part of the policies reflected in our Governance Guidelines and the Nominating and Corporate Governance Committee is empowered through its charter to consider and make changes to the structure if necessary.

Board’sBoard’s Role in Risk Oversight

We face a number of risks, including financial, technological, operational, regulatory, strategic, and competitive risks. Management is responsible for the day-to-day management of risks we face, while the Board has responsibility for the oversight of risk management. In its risk oversight role, the Board of Directors ensures that the processes for identification, management, and mitigation of risk by our management are adequate and functioning as designed.

Our Board exercises its oversight both through the full Board and through the three standing committees of the Board: the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. The three standing committees exercise oversight of the risks within their areas of responsibility, as disclosed in the descriptions of each of the committees above and in the charters of each of the committees.

The Board and the three committees receive information used in fulfilling their oversight responsibilities through our executive officers and advisors, including our outside legal counsel and our independent registered public accounting firm. At meetings of the Board, management makes presentations to the Board regarding our business strategy, operations, financial performance, ESG issues, fiscal year budgets, technology, quality, regulatory, and other matters. Many of these presentations include information relating to the challenges and risks to our business and the Board and management engage in discussion on these topics.

Each of the committees also receives reports from management regarding matters relevant to the work of that committee. These management reports are supplemented by information relating to risk from our advisors. Additionally, following committee meetings, the Board receives reports by each committee chair regarding the committee’s considerations and actions. In this way, the Board also receives additional information regarding the risk oversight functions performed by each of these committees.

Environmental, Social and Governance

We are committed to the continuous evolution of our environmental, social, and governance (ESG) program. This year, we engaged a third party to support us in strengthening our policies, enhancing transparency and disclosure, and building new strategies to address relevant ESG risks and opportunities. We believe that integrating ESG considerations into our business strategies will not only drive long-term value for our shareholders but also positively impact the communities in which we operate. We will continue to work toward improvement around our ESG priorities during 2024 and aim to provide additional ESG disclosures in 2024.

ESG Oversight. Our Board of Directors and executive leadership team take an active role in overseeing and guiding our ESG initiatives. We have established an ESG Working Group comprised of cross-functional employees with executive level support and oversight that is tasked with developing our ESG program and integrating ESG matters into our corporate strategy and decision-making processes. Our Board of Directors also maintains responsibility for ESG, specifically through the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee reviews and assesses our significant ESG issues, risks, and trends, and oversees our engagement with and disclosures to shareholders and other interested parties concerning ESG matters. The Board and the Nominating and Corporate Governance Committee receives regular updates on our ESG program from representatives of the ESG Working Group.

Environmental Management. We aim to understand and manage the impact of our products and operations to minimize our environmental footprint. We have several company-wide programs in place to protect the environment and track our energy consumption and are committed to reducing our use of water and electricity through efficient technologies, such as the use of LED lighting in our facilities and other efficiency measures. We also have a robust recycling program in all our facilities and processes compliant with European Union’s Directive 2002/95/EC, Restriction of the Use of certain Hazardous Substances in Electrical and Electronic Equipment (RoHS). As part of this, we strive to use materials efficiently in our manufacturing process to minimize manufacturing waste.

Human Capital Management.We prioritize human capital management by fostering a culture of inclusivity, learning, and well-being. We strive to provide a safe and supportive work environment that values diversity, encourages professional development, and promotes collaboration. We provide rigorous training programs for manufacturing and other technical employees to allow them to develop the necessary skillset for their roles and promote their career development. Through our learning management system (LMS) launched in 2023, we will continue to expand the training and development opportunities offered to our employees. Additionally, we maintain open channels of communication to engage with our employees, including weekly companywide hybrid meetings.

Diversity and Inclusion.We are committed to promoting a diverse workforce, where all employees feel respected, valued, and empowered. We leverage our applicant tracking system to work toward increasing representation across all levels of our organization, including leadership roles. We maintain a strict policy prohibiting harassment and discrimination of any kind.

Quality and Safety.Ensuring the quality and safety of our products is of utmost importance. We maintain stringent quality control processes and adhere to all relevant regulatory standards to guarantee the safety and reliability of our products. Our rigorous quality management system is ISO 9001:2015 certified and we are working toward implementing measures to monitor risks and performance throughout our supply chain.

Business Ethics.Our commitment to ethical conduct is reflected in our Code of Ethics and Business Conduct, which outlines principles and guidelines for our directors, officers, employees, and other representatives, such as contractors, to follow. This code is publicly available under the link to “Corporate Governance” in the “For Investors” section of our website at www.SeeClearfield.com. We promote transparent and honest communication and have adopted a Whistleblower Policy that governs the investigation and reporting of suspected improper activities that violate our Code of Ethics and Business Conduct.

Director Nominations

The Nominating and Corporate Governance Committee will consider candidates for Board membership suggested by its members, other Board members, as well as management and shareholders. Shareholders who wish to recommend a prospective nominee should follow the procedures set forth in Section 2.14 of our bylaws as described in the section of this proxy statement entitled “Shareholder Proposals for Nominees.” The Nominating and Corporate Governance Committee has not adopted a formal policy for increasing or decreasing the size of the Board of Directors. Our Governance Guidelines providesprovide that the Board should generally have between fivesix and sevennine directors. The Board of Directors is currently comprised of sixeight directors. The Nominating and Corporate Governance Committee believes that a six personan eight-person Board of Directors is appropriate.appropriate at this time. At sixeight directors, the Board of Directors has a diversity of talent and experience to draw upon, is able to appropriately staff the committees of the Board and is able to engage the directors in Board and committee service, all while maintaining efficient function and communication among members. If appropriate, the Board may determine to increase or decrease its size, including in order to accommodate the availability of an outstanding candidate.

Criteria for Nomination to the Board; Diversity Considerations.The Nominating and Corporate Governance Committee is responsible for identifying, evaluating, and approvingrecommending qualified candidates for nomination as directors. The Nominating and Corporate Governance Committee has not adopted minimum qualifications that nominees must meet in order for the Nominating and Corporate Governance Committee to recommend them to the Board of Directors, as the Nominating and Corporate Governance Committee believes that each nominee should be evaluated based on his or her merits as an individual, taking into account the needs of Clearfield and the Board of Directors. In November 2009, theThe Nominating and Corporate Governance Committee has determined that it wouldwill evaluate each prospective nominee against the following standards and qualifications:

The Nominating and Corporate GovernanceN&CG Committee does not havealso considers other relevant factors as it deems appropriate.

The Board has adopted a formal policy with respect to diversity. However,diversity through our Governance Guidelines. Under that policy, when evaluating candidates for nomination as new directors, the Nominating and Corporate Governance Committee will consider, and will ask any search firm that it engages to provide, a set of candidates that includes qualified women and individuals from historically underrepresented groups.

In reviewing prospective nominees, the Nominating and Corporate Governance Committee reviews the number of public company boards on which a director nominee serves to determine if the nominee will have the ability to devote adequate time to the work of our Board and its committees. Our Governance Guidelines provide that (a) non-employee directors should serve on no more than four boards of publicly held companies (including the Board), (b) non-employee directors who are serving as a chief executive officer of a public company should serve on no more than two boards of publicly held companies (including the Board), and (c) officers of the Company should serve on no more than two boards of for-profit companies (publicly or privately held) (including the Board), provided in each case that such service does not adversely affect the person’s ability to perform his or her duties to the Company. On a case-by-case basis, the Nominating and Corporate Governance Committee may approve, in its discretion, service by a non-employee director or officer of the Company on more boards than set forth above.

As part of the nominee selection process for this Annual Meeting, the Nominating and Corporate Governance Committee reviewed the knowledge, experience, skills, expertise, and other characteristics of each director nominee. Based upon that review, the Nominating and Corporate Governance Committee believes that each director contributes to the Board’s diversity in terms of knowledge, experience, skills, expertise, and other demographics that particular director brings to the Board.

In reviewing prospective nominees, the Nominating and Corporate Governance Committee reviews the number of public-company boards on which a director nominee serves to determine if the nominee will have the ability to devote adequate time to the work of our Board and its committees. Our Governance Guidelines provide that non-employee directors should serve on no more than four boards of other publicly-held companies, subject to Board waiver with respect to this guideline on a case-by-case basis.

The Nominating and Corporate Governance Committee also considers such other relevant factors as it deems appropriate. The Nominating and Corporate Governance Committee will consider persons recommended by the shareholders using the same standards used for other nominees.

Clearfield Board Diversity. Recently adopted Nasdaq listing requirements require each listed company to have, or explain why it does not have, two diverse directors on the board, including at least one diverse director who self-identifies as female and one diverse director who self-identifies as an underrepresented minority or LGBTQ+ (subject to the exceptions). Our current Board composition is in compliance with the Nasdaq diversity requirement.

The table below provides certain highlights of the composition of our board members, each of whom are nominees for election at the Annual Meeting. Each of the categories listed in the below table has the meaning as it is used in Nasdaq Rule 5605(f).

Director Nominee Skills, Experience and Background. The following is a summary of some of the skills, experience, and background that our director nominees bring to the Board:

Process for Identifying and Evaluating Nominees. The process for identifying and evaluating nominees to the Board of Directors is initiated by identifying a slate of candidates who meet the criteria for selection as a nominee and have the specific qualities or skills being sought based on input from members of the Board and, if the Nominating and Corporate Governance Committee deems appropriate, a third-party search firm. Under our Governance Guidelines, when evaluating candidates for nomination as new directors, the Nominating and Corporate Governance Committee will consider, and will ask any search firm that it engages to provide, a set of candidates that includes qualified women and individuals from historically underrepresented groups. The Nominating and Corporate Governance Committee evaluates these candidates by reviewing the candidates’ biographical information and qualifications and checking the candidates’ references. One or more Nominating and Corporate Governance Committee members and other directors may interview the prospective nominees in person, by video or by telephone. After completing the evaluation, the Nominating and Corporate Governance Committee makes a recommendation to the full Board of the nominees to be presented for the approval of the shareholders or for election to fill a vacancy.

Board Nominees for the 20182024 Annual Meeting. The nominees for the Annual Meeting were selected by the Nominating and Corporate Governance Committee in November 2017.December 2023. All nominees were elected by shareholders at the 20172023 Annual Meeting of Shareholders. We have not engaged a third-party search firm to assist us in identifying potential director candidates, but the Nominating and Corporate Governance Committee may choose to do so in the future.

Shareholder Proposals for Nominees. The Nominating and Corporate Governance Committee will consider written proposals from shareholders for nominees for director. Any such nominations should be submitted to the Nominating and Corporate Governance Committee c/o the Secretary of Clearfield, Inc. To be considered, the written notice must be timely received and in proper form as described in our bylaws and in the section of this proxy statement entitled “Shareholder Proposals and Shareholder Nominees for 20192025 Annual Meeting.”

Board Attendance at Board, Committee and Annual Shareholder Meetings

During fiscal year 2017,2023, the Board of Directors met seven8 times. Each nominee for director attended at least 75% of the meetings of the Board and committees on which he or she served during fiscal year 2017.2023. The Board of Directors regularly meets in executive session without the presence of members of management, including the Chief Executive Officer. We do not have a formal policy on attendance at meetings of our shareholders. However, we encourageOur Governance Guidelines require that each director make all Board membersreasonable efforts to attend all meetings, including the annual meeting of shareholders. All but oneSeven of the eight directors then serving attended the 20172023 Annual Meeting of Shareholders.

Communications with Directors

Shareholders may communicate with the Board of Directors as a group, the chair of any committee of the Board of Directors, or any individual director by sending an e-mail to board@clfd.netboard@seeclearfield.com or by directing the communication in care of the Secretary of Clearfield, to the address set forth on the front page of this proxy statement. Shareholders making a communication in this manner will receive a confirmation of receipt of the communication if the Secretary is provided with an address for that purpose and the shareholder does not otherwise request that no confirmation be sent.

All communications that are not excluded for the reasons stated below will be forwarded unaltered to the director(s) to which the communication is addressed or to the other appropriate director(s). Communications received from shareholders will be forwarded as part of the materials sent before the next regularly scheduled Board or committee meeting, although the Board has authorized the Secretary, in his or her discretion, to forward communications on a more expedited basis if circumstances warrant.

The Board of Directors has authorized the Secretary to exclude a communication on matters that are unrelated to the duties and responsibilities of the Board, such as:

In addition, material that is unduly hostile, threatening, illegal or similarly unsuitable will be excluded. Any excluded communication will be made available to the Board of Directors upon request of any director.

If shareholders have a communication that is a proposal fornomination of a nominee for director or is a proposal for shareholder action, to be included in our proxy statement, the communication must be directed to the Secretary and must conform to the requirements of Clearfield’s bylaws. For more information, please review our bylaws and the sections of this proxy statement entitled “Director Nominations – Shareholder Proposals for Nominees” and “Shareholder Proposals and Shareholder Nominees for 20192025 Annual Meeting.”

Code of Ethics

We have adopted a code of ethics that applies to all directors, officers, and employees, including our principal executive officer, principal financial officer and controller. This code of ethics is included in our Code of Ethics and Business Conduct which is publicly available by followingunder the link to under “About Clearfield” to“Corporate Governance” in the “For Investors” section of our website at www.clearfieldconnection.com.www.SeeClearfield.com. To the extent permitted, we intend to disclose any amendments to, or waivers from, the code of ethics applicable to our principal executive officer, principal financial officer, principal accounting officer or persons performing similar functions or with respect to the required elements of the code of ethics on our website at www.SeeClearfield.com under the “Corporate Policies” page of the “For Investors”Governance” section.

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

The following report of the Audit Committee shall not be deemed to be “soliciting material” or to be “filed” with the Securities and Exchange Commission, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the 1934 Securities Exchange Act, as amended, except to the extent that we specifically incorporate it by reference in such filing.

In accordance with its charter, the Audit Committee reviewed and discussed the audited financial statements with management and Baker Tilly Virchow Krause,US, LLP, our independent registered public accounting firm. The discussions with Baker Tilly Virchow Krause,US, LLP also included the matters required by Statement on Auditing Standards No. 61, as amended (AICPA,Professional Standards, Vol. 1, AU Section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T.

Baker Tilly Virchow Krause,US, LLP provided to the Audit Committee the written disclosures and the letter regarding its independence as required by the Public Company Accounting Oversight Board. This information was discussed with Baker Tilly Virchow Krause,US, LLP.

Based on the review and discussions referred to above, the Audit Committee recommended to our Board that our audited financial statements be included in our Annual Report on Form 10-K for the fiscal year endingended September 30, 2017.2023.

BY: THE AUDIT COMMITTEE

Charles N. Hayssen (Chair)

Patrick F. Goepel

Roger G. Harding

Donald R. Hayward

EXECUTIVE OFFICERS

Set forth below is biographical and other information for our current executive officers. Information about Ms. Cheryl Beranek, our President and Chief Executive Officer, may be found in this proxy statement under the heading “Election of Directors.”

John P. Hill, 52,58, was appointed as our Chief Operating Officer effective October 30, 2008. Prior to being appointed in this position, Mr. Hill had been our Vice President of Engineering and Product Management since 2007. He also served as our Vice President of Product Management and Development from 2004 to 2007 and was our first Vice President of Sales from 2003 to 2004. Mr. Hill attended Macalester College and the University of Minnesota.

Daniel R. Herzog, 53,59, has been Chief Financial Officer since August 25, 2011, and served as Interim Chief Financial Officer from February 19, 2011, until his appointment in August 2011. He served as Clearfield’s Vice President of Administration from June 2009, until his appointment as Interim Chief Financial Officer, which also includes the duties of Vice President of Administration. Mr. Herzog previously served as our Comptroller and principal accounting officer from September 2003 through February 2006. Mr. Herzog held positions of Controller and Chief Financial Officer in his 13 years at Americable, which was acquired by Clearfield in 2003. Mr. Herzog received his Bachelors of Arts degree in Accounting in 1986 from Gustavus Adolphus College in St. Peter, Minnesota.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

The following discussion of executive compensationThis Compensation Discussion and Analysis (CD&A) describes various aspects of our compensation policiesphilosophy, programs, and practices as applied to the followingfor our named executive officers. Our named executive officers who are referred tofor fiscal 2023, whose compensation is discussed in this proxy statementCD&A, are as the “named executive officers”:follows:

This sectionCD&A also is intended to provide a framework within which to understand the actual compensation awarded to, earned, or held by each named executive officer during fiscal year 2017,2023 as reported in the accompanying compensation tables and accompanying narrative sections appearing on pages 13 to 26 of this proxy statement.tables.

Overview of the Executive Compensation ProcessOur 2023 Business and Financial Results

The responsibility ofClearfield is a leader in fiber connectivity. We design, manufacture, and distribute fiber protection, fiber management and fiber delivery solutions to enable rapid and cost-effective fiber-fed deployment throughout the Compensation Committee is to review and approve the compensation and other terms of employment of our Chief Executive Officer and our other executive officers. Among its other duties, the Compensation Committee oversees all significant aspects of our compensation plans and benefit programs, including succession plans for executive officers other than the Chief Executive Officer. The Board of Directors is responsible for, and regularly reviews, the succession plan for our Chief Executive Officer. The Compensation Committee annually reviews and approves corporate goals and objectives for the Chief Executive Officer’s compensation and evaluates the Chief Executive Officer’s performance in light of those goals and objectives. The Compensation Committee has also been appointed by the Board of Directors to administer our equity compensation plans, which for fiscal year 2017 consisted of the 2007 Plan.broadband service provider space primarily across North America.

In carrying out its duties, the Compensation Committee participates in the design and implementation and ultimately reviews and approves specific compensation programs. On November 17, 2016, the Compensation Committee recommended and the Board of Directors approved the establishment of a cash incentiveOur compensation program for fiscal year 2017 (the “2017 Bonus Plan”) for certain2023 was designed to create a strong link between pay and Clearfield’s performance. A significant portion of our employees including executive officers. As partexecutives’ compensation for fiscal 2023 was tied to the achievement of the establishment of the 2017 Bonus Plan,defined performance goals and other key business, strategic and operational achievements that the Compensation Committee recommendedbelieves align management’s efforts with key drivers of long-term shareholder value.

Consideration of 2023 Annual Meeting Say-On-Pay Vote and Shareholder Feedback

We present an advisory vote on named executive officer compensation (commonly referred to as “say-on-pay”) every year. The say-on-pay proposal presented at our 2022 Annual Meeting of Shareholders received 90% approval by our shareholders, up from 62% the prior year. We attribute the significant increase in shareholder support for the say-on-pay proposal at our 2022 Annual Meeting of Shareholders to our substantial shareholder engagement efforts in 2021 and our responsiveness to shareholder feedback, as more fully described in our proxy statement for the 2023 Annual Meeting of Shareholders.

In 2022, we continued our shareholder engagement efforts and continued to seek opportunities to improve our compensation governance in response to shareholder feedback. For example, in 2022 we adopted stock ownership guidelines and an equity granting policy, and the Board approved the target and maximum goals under the 2017 Bonus Plan and the cash bonuses thatCompensation Committee retained an independent compensation consultant to provide advice regarding fiscal 2023 compensation of our executive officers may earn underand non-employee directors, including development of a peer group and competitive benchmarking. We also developed the 2017 Bonus2022 Stock Compensation Plan based upon percentages(the “2022 Plan”) to replace the 2007 Stock Compensation Plan (the “2007 Plan”), which was the subject of their respective salaries.significant shareholder feedback. The 2022 Plan was designed to reflect corporate governance best practices and responsiveness to feedback from our shareholders and proxy advisory firms. For example, through the 2022 Plan, we removed the liberal definition of a “Change in Control” from future equity awards and provided for a double trigger accelerated vesting of equity awards (that is, requiring both a Change in Control and termination of employment) directly in response to shareholder feedback on features of the 2007 Plan. The 2022 Plan was presented to our shareholders at the 2023 Annual Meeting of Shareholders and received 97% approval. The say-on pay proposal presented at our 2023 Annual Meeting of Shareholders received 84% approval.

In 2023, we continued our shareholder engagement efforts and continued to seek opportunities to improve our compensation governance in response to shareholder feedback. For example, in November 2023, the Compensation Committee granted 50% of the fiscal 2024 equity award to our named executive officers in the form of performance stock units (“PSUs”) directly in response to prior shareholder feedback requesting we introduce performance-based metrics in our long-term equity incentive program. The opportunity to earn the PSUs is based on a key financial metric – fiscal 2024 target adjusted EBITDA.

The Compensation Committee continues to seek shareholder input on our compensation program to ensure that it is well-designed to incentivize our management team to drive shareholder value.

Our Compensation Philosophy

Our philosophy with respect to the compensation of our executive officers is based upon the following principles, which are also applicable to compensation of all employees:principles:

The Compensation Committee reviews our compensation philosophy and our compensation programs regularly (no less than annually). The Compensation Committee’s review is two-fold: first, to ensure our philosophy and programs meet our objectives of providing compensation that attracts and retains superior executive talent and encourages our executive officers to achieve our business goalsgoals; and second, to identify changes and trends in executive compensation policies and practices.

Overview of Compensation Process –Use of Compensation Consultant and Role of Management

The responsibility of the Compensation Committee is to review and approve the compensation and other terms of employment of our Chief Executive Officer and our other executive officers. The Compensation Committee has also been appointed by the Board of Directors to administer our equity compensation plans, which for fiscal 2023 consisted of the 2007 Plan and following approval by our shareholders in February 2023, the 2022 Plan. No further awards will be granted under the 2007 Plan.

In carrying out its duties, the Compensation Committee participates in the design and implementation and ultimately reviews and approves, or recommends to the Board for approval, specific compensation programs. In February 2023, the Board of Directors approved the establishment of a cash incentive compensation program for fiscal 2023 (the “2023 Bonus Program”) for certain of our employees including the named executive officers. The 2023 Bonus Program and the named executive officers’ participation in the program was recommended by the Compensation Committee. The 2023 Bonus Program is summarized below.

Under the Compensation Committee’s charter, the Compensation Committee has the authority to retain, at our expense, such independent counsel or other advisersadvisors as it deems necessary to carry out its responsibilities. The compensation consultant and any other adviseradvisor retained by the Compensation Committee report to the Compensation Committee. For fiscal year 2017,

In August 2022, the Compensation Committee did not retainretained Compensia, a national compensation consultant. Instead,consulting firm, as its independent compensation consultant to provide advice for fiscal 2023 on matters relating to the compensation of our executive officers and non-employee directors. Compensia assisted and advised the Compensation Committee reviewed certain aspectsin the development of a compensation peer group, conducted a market assessment of the Company’s executive compensation program, advised on bonus plan practices, updated the Compensation Committee on market and regulatory trends and developments, provided advice and guidance for the future introduction of performance-based equity, and provided advice and recommendations on the compensation of our historicalnon-employee directors.

In determining compensation practicesfor our named executive officers for fiscal 2023, the Compensation Committee considered and other information against which it measuredassessed the competitivenessperformance of our compensationeach of the named executive officers in fiscal year 2017.

In determining compensation for named executive officers, other than the Chief Executive Officer, the Compensation Committee solicits input from the Chief Executive Officer regarding the duties and responsibilities of the other executive officers and the results of performance reviews. The Chief Executive Officer also recommends to the Compensation Committee the base salary for all named executive officers, the awards under the cash incentive compensation program such2022, as well as the 2017competitive market data and recommendations provided by Compensia, in establishing base salaries, the 2023 Bonus Plan, discretionary bonuses,Program, and equity awards. The Chief Executive Officer also recommended to the Compensation Committee the financial performance goals under the 20172023 Bonus Plan.Program based upon Clearfield’s budget for fiscal 2023 that was approved by the Board of Directors. No named executive officer, other than the Chief Executive Officer, hashad a role in establishing executive compensation.compensation for 2023. From time to time, the named executive officers are invited to attend meetings of the Compensation Committee. However, no named executive officer attends any executive session of the Compensation Committee or is present during deliberations or determination of such named executive officer’s compensation.

2017Compensation Peer Group

In August 2022, the Compensation Committee requested Compensia assist the Compensation Committee in the development of a compensation peer group to be used as an input in defining the competitive landscape for executive talent, along with additional data sourced from Compensia’s database. A primary goal in developing the peer group was to ensure the peer group would be reasonably reflective of Clearfield in terms of size, value and market for executive talent. In developing the peer group, companies were targeted based on several selection criteria, including the following:

Companies were not required to meet all the selection criteria listed above. The Compensation Committee evaluated each of the companies against all the selection criteria to identify a peer group that, taken as a whole, is reflective of Clearfield and its market for executive talent. The final peer group for fiscal 2023 consisted of the following companies:

2023 Compensation for Named Executive Officers

For the named executive officers, annualthe Compensation Committee considers the appropriate mix of components of compensation consistsconsisting of base salary, an annual cash bonus based on achievement of goals determined by the Compensation Committee, and long-term equity compensation. Ms. Beranek, who is both a director and a named executive officer, receives no compensation for her service as a Board member.

Base SalariesThe Compensation Committee has historically delivered the same compensation to our Chief Executive Officer and our Chief Operating Officer, a practice which each of these executives has supported. The Compensation Committee believes this is appropriate because the Chief Operating Officer has a greater scope of duties at our company than typical for the position and is also a named inventor on Clearfield’s products. For these reasons, the Compensation Committee again determined to set all elements of pay for our Chief Executive Officer and our Chief Operating Officer at the same levels for fiscal 2023.

For fiscal 2023, the total target direct compensation, comprised of base salary, annual cash incentive pay and long-term incentive awards (consisting of restricted stock) for our named executive officers was as follows:

Each of these elements of compensation is explained in more detail below.

On November 17, 2016,Additionally, consistent with the Compensation Committee’s focus on pay-for-performance, a significant portion of the total target direct compensation for fiscal 2023 was performance-based/“at-risk,” comprised of annual cash incentive pay and restricted shares with a performance-based element intended to provide our named executive officers the full target value of the equity award only if our stock price increases to $100 per share. Of the total target direct compensation for fiscal 2023, 77% of the compensation for Ms. Beranek was performance-based/“at-risk,” 69% of the compensation for Mr. Herzog was performance-based/“at-risk,” and 77% of the compensation for Mr. Hill was performance-based/“at-risk.”

Base Salaries

Based on a review of peer group executive officer compensation information provided by Compensia, the Compensation Committee recommended to the Board of Directors, and the Board of Directors approved, an increase in the annual base salaries of ourthe named executive officers for fiscal 2023. The purpose of 5.0%the increase in the case of the Chief Executive Officer and the Chief Financial Officer was to better align their base salaries with the 50^th percentile of the peer group. The Compensation Committee set the base salary of the Chief Operating Officer to be the same as for our Chief Executive Officer as explained above. For fiscal 2023, base salaries were set at the following amounts: Ms. Cheryl Beranek, President and Chief Executive Officer, $322,317;$425,000 (an increase of 13.5%); Mr. John P. Hill, Chief Operating Officer, $322,317;Herzog, $340,000 (an increase of 36.9%); and Mr. Daniel R. Herzog, Chief Financial Officer, $200,193.Hill, $425,000 (an increase of 13.5%).

In determining the base salaries, the Compensation Committee reviewed and discussed our budget for fiscal year 2017, including budgeted employee compensation expense. The Compensation Committee also reviewed the historical base salary information for each named executive officer, as well as the total cash compensation the named executive officers may have earned from the 2017 Bonus Plan. The Compensation Committee also considered publicly available compensation information against which it reviewed the competitiveness of base salaries.

Design of and Payouts underUnder the 20172023 Bonus PlanProgram

Consistent with its compensation philosophy and the objectives of annual cash incentive programs generally, the Compensation Committee adoptedrecommended, and the 2017Board of Directors approved, the 2023 Bonus Plan as our performance based compensation program.Program and the incentive pay opportunities for the named executive in February 2023. The 2023 Bonus Program and the executive officers’ participation in the program was recommended by the Compensation Committee after consideration of the advice from Compensia.

Under the 20172023 Bonus Plan,Program, the Compensation Committee determined minimum, target and maximum performance goals relating to our revenue and gross profit percentage for fiscal year 2017, as well2023 net sales and fiscal 2023 adjusted EBITDA, which were weighted 75% and 25%, respectively. Net sales are to be determined on a consolidated basis in conformity with accounting principles generally accepted in the United States of America (GAAP). Adjusted EBITDA is defined as the Company’s consolidated GAAP net income excluding items related to interest income and expense, the impact of income-based taxes, depreciation and amortization, stock-based compensation, foreign currency gains and losses, the 2023 Bonus Program amounts, and other non-operating income and expenses. The Compensation Committee retained the discretion to include or exclude items from each of the performance metrics and to determine the achievement of the performance goals for the purposes of calculating incentive pay under the 2023 Bonus Program. The Compensation Committee also approved the cash bonus that eachincentive pay the executive officerofficers could earn as a percentage of her or his base salary at the minimum, target and maximum level. Any payoutlevel of achievement as a percentage of their respective annual base salaries as follows: Ms. Beranek and Mr. Hill, 60%, 100% and 200%, respectively; and Mr. Herzog, 60%, 75% and 100%, respectively. Under the 2023 Bonus Program, achievement of a performance metric at less than or greater than target level would result in proportionately decreasing or increasing incentive pay relating to that performance metric. If the minimum performance goal for a performance metric is not achieved, there would be no incentive pay with respect to that performance metric. The maximum incentive pay that could be earned under the 20172023 Bonus Plan in respectProgram by an executive officer would not exceed that executive officer’s bonus opportunity at the maximum level, even if actual performance exceeded the maximum level for either or both of the gross profit percentage goal requires a minimum revenue amountperformance metrics. The Compensation Committee determined target net sales and target adjusted EBITDA would be achieved. With the 2017 Bonus Plan,same as the Company’s guidance for net sales and adjusted EBITDA to align the interests of the named executive officers and other participants with the interests of the Company’s shareholders. Due to the challenging nature of achievement of target net sales and adjusted EBITDA, the Compensation Committee selected revenuefurther determined the minimum payout levels should be set based on achievement of 90% of target, and, gross profit percentage in orderfor consistency, the maximum payout levels should be set based on achievement of 110% of target. All payments, if any, to incentivize disciplined top line growth.the executive officers under the 2023 Bonus Program would be subject to “clawback” under the Company’s Compensation Recoupment Policy adopted September 23, 2021, as amended through September 28, 2023.

The following table shows the cash bonusnamed executive officers’ 2023 Bonus Program opportunity as a percentage of base salary at various performance levels and the actual payout as a percentage of salary that would be earned by each ofand in dollars. Given the executive officer officers under the 2017 Bonus Plan upon our achievement ofCompany’s fiscal 2023 net sales and adjusted EBITDA were below the minimum target and maximum fiscal year 2017 performance goals.

Under the 2017 Bonus Plan, the maximum cash bonus that could be earned by an executive officer will not exceed the maximum percentage of base salary stated above, even if our actual performance exceeds the maximum revenue performance goal.

On November 7, 2017,goals, the Compensation Committee determined our achievement ofno payouts would be made to the revenue and gross profit percentage performance goals. We did not meet the minimum revenue goal set by the Compensation Committee. Accordingly, on November 7, 2017, the Compensation Committee determined that none of the named executive officers earned any bonusand other participants under the 20172023 Bonus Plan.Program. The payout amount is also reflected in the Summary Compensation Table under the column titled “Non-Equity Incentive Plan Compensation.” Further, the 2023 Bonus Program payouts that would have been earned if the various levels were achieved are reflected in the “Grants of Plan-Based Awards for Fiscal Year Ending September 30, 2023” table under the column titled “Estimated Future Payouts under Non-Equity Incentive Plan Awards” and associated footnotes.

Long-Term Equity Compensation

The Compensation Committee may from time to time grantgrants equity awards to executive officers for their performance during a fiscal year, or on a case-by-case basistypically in November of each year, although the Compensation Committee may approve equity awards outside of the normal grant cycle to reward particular aspectsselect individuals in the event of performance during a fiscal year.extraordinary circumstances. The Compensation Committee’s policy is to grant all equity awards under shareholder approved equity compensation plans, such as the 20072022 Plan, except in limited and special circumstances.

In fiscal year 2017,

The Compensation Committee believes that equity awards incentivize financial progress, sustained shareholder value creation, and the following key compensation objectives:

Consistent with these principles, the Compensation Committee did not grant equitygranted restricted stock awards to the named executive officers. In determining not to grant equity awards, the Compensation Committee considered the awards granted to the executive officers in February 2023, contingent on shareholder approval of the 2022 Plan and with a grant date of the first business day following the 2023 Annual Meeting of Shareholders. Based on the executive officer’s position, the Compensation Committee targeted an award value within the median range for long-term equity compensation based on the Company’s peer group. For Ms. Beranek and Mr. Hill, the Compensation Committee targeted $1,000,000 in restricted stock and for Mr. Herzog, the Compensation Committee targeted $500,000 in restricted stock. Rather than use the stock price on the date of grant to determine the number of shares of restricted stock to be issued to each executive officer, the Compensation Committee determined to use a price of $100 per share, which is the same as the price to the public in the Company’s December 2022 underwritten public offering of common stock. The Compensation Committee used this higher common stock value due to the Compensation Committee’s view that the lower market price on the date of grant did not reflect the inherent value of the Company, in order to avoid a windfall to the executive officers based on the timing of the grant, and in order to provide a performance-based element to the restricted stock award, noting that the executive officers would receive the targeted award value only if the stock price increases to $100 per share. Accordingly, Ms. Beranek and Mr. Hill were granted 10,000 shares of restricted stock and Mr. Herzog was granted 5,000 shares of restricted stock under the 2022 Plan. To align vesting of the restricted shares with the Company’s historic timing of equity grants, the Compensation Committee determined the restricted stock awards would vest as to one-third of the shares on each of November 16, 2023, November 16, 2024, and November 16, 2025, subject to continued employment through each such date.

Compensation Decisions for 2024

In November 2023, the Compensation Committee determined not to increase the base salaries for the named executive officers for fiscal year 2016.2024 in light of the market-adjustments made to their base salaries for fiscal 2023, the Company’s financial performance in fiscal 2023, and current challenges in the telecommunications industry as a whole.

The Compensation Committee has delegated its authorityalso approved the establishment of the 2024 Bonus Program applicable to the Chief Executive OfficerCompany’s executive officers and set the cash incentive pay opportunities for each such officer. The Compensation Committee determined target and maximum performance goals for fiscal year 2024 net sales and fiscal year 2024 gross profit, which will be weighted 75% and 25%, respectively. Net sales and gross profit will be determined on a consolidated basis in conformity with GAAP. The Compensation Committee retained the discretion to include or exclude items from each of the performance metrics and to determine the achievement of the performance goals for the purposes of calculating incentive pay under the 2007 Plan2024 Bonus Program. The Compensation Committee also approved the cash incentive pay the executive officers may earn at the target and maximum level of achievement as a percentage of their respective annual base salaries as follows: Ms. Beranek and Mr. Hill, 60% and 200%, respectively; and Mr. Herzog, 60% and 100%, respectively. Under the 2024 Bonus Program, achievement of a performance metric at greater than target level will result in proportionately increasing incentive pay relating to makethat performance metric. If the target performance goal for a performance metric is not achieved, there will be no incentive pay with respect to that performance metric. The maximum incentive pay that may be earned under the 2024 Bonus Program by an executive officer will not exceed that executive officer’s bonus opportunity at the maximum level, even if actual performance exceeds the maximum level for either or both of the performance metric. The Compensation Committee determined the maximum payout level should be set based on achievement of 125% of target.

In November 2023, the Compensation Committee added PSUs to the executive compensation program for fiscal 2024 due to the strong alignment between performance-based equity awards and the Compensation Committee’s philosophy of emphasizing performance-based compensation. The Compensation Committee determined to keep the overall target value of the equity grants to the named executive officers flat year-over-year, but to divide the target value of the equity grants evenly between restricted shares and PSUs. Accordingly, for Ms. Beranek and Mr. Hill, the Compensation Committee targeted $500,000 in restricted stock and options to purchase our common stock to newly hired non-executive employees who are hired between scheduled meetings of the Compensation Committee. Further, the Chief Executive Officer’s authority is limited to grant equity awards, including options$500,000 in PSUs, and restricted stock awards, of no more than 5,000 shares to any non-executive employee and she must advisefor Mr. Herzog, the Compensation Committee at its next meetingtargeted $250,000 in restricted stock and $250,000 in PSUs. The PSUs will vest, and the restrictions on the PSUs will lapse, on the first anniversary of the termsdate of anygrant, subject to continued employment through such grant. In all other respects, equity awards granted pursuantdate and the Company attaining fiscal 2024 target adjusted EBITDA. The Compensation Committee intends to grant PSUs that vest over a three-year period as part of the fiscal year 2025 executive compensation program.

All payments to the Chief Executive Officer’s delegated authority shall haveexecutive officers under the terms2024 Bonus Program and conditions applicableall PSUs awarded to equity awards specified in the 2007executive officers under the 2022 Plan and consistent withwill be subject to “clawback” under the new-hire equity awards previously approved by the Committee. During fiscal year 2017, the Chief Executive Officer did not make any awards of shares of restricted stock under this delegation.Company’s Compensation Recoupment Policy adopted September 23, 2021, as amended through September 28, 2023.

Benefits and Perquisites

Our executive officers receive the same benefits that are available to all our U.S.-based regular full-time employees. With the exception of the Tax Gross Up Plan described below that was established in 2010 and premiums we pay on term life insurance policies for the estates of Ms. Bernanek and Mr. Hill that have been in place since 2011, we do not offer any significant perquisites or other personal benefits to the named executive officers.

Employment Agreements and Change in Control Provisions

For fiscal year 2017,In December 2008, we entered into employment agreements with Ms. Beranek and Mr. Hill were parties to the same form of employment agreement with us. Forthat remained in effect throughout fiscal year 2017, Ms. Beranek and Mr. Hill were also participants in2023. In November 2010, we established a Code 280G Tax Gross Up Payment Plan (the “Tax Gross Up Plan”).

We believe that our management has contributed significantly to our growth and success in the industry and the Compensation Committee views the employment agreements as a means to assure our executive’s continuing services including, but not limited to, under circumstances in which there is a possible threatened or actual change in control of our company. The Compensation Committee believes the employment agreements help diminish the inevitable distraction of the executive by virtue of the personal uncertainties and risks created by a potential termination of employment; encourage the executive’s full attention and dedication to our company and to enhancing the value of our company for shareholders, including in the event of any threatened or impending change in control; and provide the executive with compensation and benefits arrangements upon termination of employment which are competitive with those of other potential employers.

The Compensation Committee approved theTax Gross Up Plan in order to fulfill our obligation under the employment agreements with For fiscal 2023, Ms. Beranek and Mr. Hill relating towere participants in the Tax Gross Up Plan. In 2017, we entered into an excise tax gross-up payment plan. The Compensation Committee believesemployment agreement with Mr. Herzog that was amended in December 2019 and continued in effect throughout fiscal 2023. Mr. Herzog is not a participant in the Tax Gross Up Plan. Since it was established in November 2010, the Tax Gross Up Plan is appropriate primarily because it helps preservehas not been amended or modified and the intended value of changeparticipants in control related paymentsthe Tax Gross Up Plan are limited to two executives, Ms. Beranek and Mr. Hill. In January 2023, consistent with its long-standing practice, the executives whoCompensation Committee determined that Clearfield would otherwise be subjectnot approve any additional participants in the Tax Gross Up Plan and would not amend or modify the Tax Gross Up Plan to significant tax penalties dueexpand any benefit to any executive officer participant in the arbitrary nature of the Internal Revenue Code provisions relating to these types of payments and because it promotes fairness between executives since the tax penalties can have significantly varying and arbitrary effects on an executive’s tax obligation depending on personal compensation history and decisions.Tax Gross Up Plan.

See “Executive Compensation – Employment Arrangements with Named Executive Officers” for summaries of the employment agreements with Ms. Beranek, Mr. Hill, and Mr. Herzog, as well as a summary of the Tax Gross Up Plan.

Consideration of 2017 Say-On Pay VoteRisk in Compensation

AtManagement conducted a risk assessment of Clearfield’s policies and programs relating to the 2017compensation of employees, including those that apply to our named executive officers. In particular, management considered the following factors of our compensation policies, practices and programs: the Compensation Committee’s robust governance controls; our mix of long-term and short-term programs; our use of objective performance goals; the fact that our performance goals are either calculated in accordance with GAAP, in the case of net sales, or strictly defined parameters, in the case of adjusted EBITDA; the Compensation Committee’s review and approval of all equity grants; the cap on payouts under the 2023 Bonus Program; the clawback provisions of our 2007 Plan and our 2022 Plan that are applicable to all equity awards granted under such plans; our compensation recoupment policy adopted on September 23, 2021, as amended through September 28, 2023; and our stock ownership guidelines. Our compensation recoupment policy and stock ownership guidelines are summarized below.

Management discussed the findings of the risk assessment with the Compensation Committee. Based on the assessment, we believe that our compensation policies and practices create an appropriate balance between our base salary compensation, short-term cash incentive compensation and long-term equity incentive compensation, thereby reducing the possibility of imprudent risk-taking, and that our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on Clearfield.

Our Other Compensation Policies

Compensation Recoupment (“Clawback”) Policy

On September 28, 2023, the Board of Directors approved, based on the recommendation of the Compensation Committee, an amended Compensation Recoupment Policy, which was originally adopted on September 23, 2021. The Board approved the amended Compensation Recoupment Policy to comply with the final clawback rules adopted by the Securities and Exchange Commission pursuant to Section 10-D and Rule 10D-1 of the Securities Exchange Act of 1934, as amended (“Rule 10D-1”), and the applicable rules of The Nasdaq Stock Market LLC, as set forth in Nasdaq Listing Rule 5608 (the “Nasdaq Rules” and, together with Rule 10D-1, the “Final Clawback Rules”). The Board has designated the Compensation Committee with the authority to administer the Compensation Recoupment Policy. The Compensation Recoupment Policy provides for the mandatory recovery of erroneously awarded incentive-based compensation from current and former executive officers (as defined in Rule 10D-1) of the Company in the event that the Company is required to prepare an accounting restatement, in accordance with the Final Clawback Rules. The recovery of such compensation applies regardless of whether an executive officer engaged in misconduct or otherwise caused or contributed to the requirement of an accounting restatement. Under the Compensation Recoupment Policy, the Board of Directors may recoup from executive officers erroneously awarded incentive compensation received within a lookback period of the three completed fiscal years preceding the date on which the Company is required to prepare an accounting restatement. The Compensation Recoupment Policy also provides for the discretionary recoupment of compensation from executive officers and other senior officers designated by the Board of Directors in the event of errors or certain detrimental conduct, as well as discretionary recoupment of compensation from designated senior officers in the event of an accounting restatement.

Any right of recoupment under the Compensation Recoupment Policy is in addition to any other recoupment right Clearfield may have, including the right to take action under the 2007 Plan and the 2022 Plan, which also provide us with a right to reduce, cancel or otherwise recoup from all awards granted under such plans.

Anti-Hedging and Anti-Pledging Policies

We maintain an insider trading policy to guide our employees and directors in complying with securities laws and avoid the appearance of improper conduct. Clearfield’s insider trading policy prohibits our directors, executive officers, and designated employees from purchasing our securities on margin, borrowing against any account in which our securities are held, or otherwise pledging our securities as collateral for a loan. These insiders also may not enter into hedging or monetization transactions, such as zero-cost collars, forward sale contracts, or any arrangement that is designed to hedge or offset any decrease in the market value of our stock. In addition, Clearfield directors, executive officers and other employees are prohibited from short selling Clearfield securities and from trading in publicly traded options for Clearfield securities.

Stock Ownership Guidelines

Our Board of Directors has adopted stock ownership guidelines for our executive officers and the non-employee members of our Board of Directors. These guidelines affirm to our shareholders that our executives and directors have a meaningful long-term position in Clearfield and a longer-term view of its performance. The following table summarizes our stock ownership guidelines, which were developed based on market and peer group data.

The value of an executive’s or non-employee director’s stock ownership is measured as of September 30 of each year. Current executive officers and non-employee directors are expected to meet the applicable guidelines within five years of September 30, 2022, which is the date the guidelines went into effect. Newly hired or promoted executive officers and newly elected directors will meet the applicable guidelines within five years of the date of hire, promotion or election, as the case may be.

The guidelines require that if an executive officer or director does not meet his or her applicable ownership guideline at the time specified, the executive officer or director must retain 50% of the shares received on exercise of stock options or the vesting of full value awards such as restricted stock or restricted stock units, in each case, calculated on a net basis after shares are surrendered to pay for the exercise price, if applicable, or any withholding taxes.

Equity Granting Policy

Effective September 30, 2022, Clearfield adopted an equity granting policy. The policy documents the Compensation Committee’s well-established, disciplined process for granting equity awards and its long-standing practice of granting awards only at a time that directors and executive officers are not in possession of material, non-public information and during the periods of time that trading would be permitted under our trading policy, which is referred to above as an “open window period.” Additionally, the Company’s policy is that no equity awards will be granted to executive officers within the period starting four business days before the filing of a periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of a current report on Form 8-K that discloses material non-public information (including earnings information), and ending one business day after such filing.

The equity granting policy also establishes procedures for equity awards granted by our Chief Executive Officer under authority delegated from the Compensation Committee. The Chief Executive Officer may grant equity awards to newly hired employees, newly promoted employees or in recognition of the performance or achievement of an employee, provided that the employee is not an executive officer of Clearfield, the equity award does not exceed the per grant limitation, and all awards granted under delegated authority do not exceed, in the aggregate, the total amount established on an annual basis by the Compensation Committee. The equity granting policy also requires concurrent documentation and reporting to the Compensation Committee of all equity awards granted under delegated authority. Consistent with the equity granting policy’s prohibition on timing equity awards to the release of material non-public information, the grant date for a new hire grant or recognition grant to non-officer employees under delegated authority will be the second Tuesday of the month following the employee’s start date or the recognition date, or if the Nasdaq Stock Market was closed on such date, the next succeeding trading day.

Compensation Committee Interlocks

From the beginning of fiscal 2023 until the date of the 2023 Annual Meeting of Shareholders we asked our shareholders to caston February 23, 2023, the members of the Compensation Committee were Messrs. Roth, Goepel, Harding and Hayward and Ms. Wirsbinski. No member of the Compensation Committee is, or has ever been, an advisory vote onofficer or employee of Clearfield. During 2023, none of the named executive officers served as a member of the compensation committee (or other board committee performing equivalent functions) or as a director of another entity where an executive officer of such entity served either on our Board of Directors or on our Compensation Committee.

Tax Implications of Executive Compensation

Section 162(m) of the Internal Revenue Code places a limit of $1 million in compensation (the “say-on-pay” proposal). The say-on-pay proposal presented atper year on the 2017 Annual Meeting of Shareholders received 98.4% approval byamount public companies may deduct with respect to certain executive officers. Our pay-for-performance philosophy is central to our shareholders. Based upon the voting results for the 2017 Annual Meeting say-on-pay proposal,compensation program, and the Compensation Committee believes that shareholders support our executiveshareholder interests are best served if its discretion and flexibility in structuring and awarding compensation programs and practices. Therefore,is not restricted even though some compensation awards may result in non-deductible compensation expense to the Company.

Compensation Committee continued to apply the same principles in determining fiscal year 2018 compensation for the named executive officers.

Report of the Compensation Committee

The following report ofstatement made by the Compensation Committee shall not be deemed to be “soliciting material” or to be “filed” with the Securities and Exchange Commission, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the 1934 Securities Exchange Act, as amended, except to the extent that we specifically incorporate it by reference in such filing.and shall not otherwise be deemed filed under either of these Acts.

The Compensation Committee has reviewed and discussed with management the section of this proxy statement entitled Compensation Discussion and Analysis (the “CD&A”) for the year ended September 30, 2017 with management. In relianceincluded in this proxy statement as required by Item 402(b) of Regulation S-K. Based on the reviewssuch review and discussions, referred to above, the Compensation Committee recommended to the Board that the CD&ACompensation Discussion and Analysis be included in thethis proxy statement for the 2018 Annual Meeting of Shareholders for filing with the Securities and Exchange Commission.statement.

ByThe Members of the Compensation Committee of the Board of Directors:

Carol A. Wirsbinski (chair)
Patrick F. Goepel

Walter L. Jones, Jr.

Ronald G. Roth (Chair)
Patrick Goepel
Donald R. Hayward

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Summary Compensation Table

The following table shows information concerning compensation earned for services in all capacities during the last three fiscal years for (i) Cheryl Beranek, our President and Chief Executive Officer; (ii) Daniel R. Herzog, our Chief Financial Officer; and (iii) the one other executive officer of our company,Clearfield, John P. Hill, our Chief Operating Officer (together referred to as our “named executive officers”).

Grants of Plan-Based Awards in Fiscal Year 20172023

The following table sets forth certain information concerning certain plan-based awards granted to the named executive officers during the fiscal year ending September 30, 2017:2023.

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth certain information concerning equity awards outstanding to the named executive officers at September 30, 2017.2023.

2017 Options ExercisedOption Exercises and Stock Vested

in Fiscal 2023

The following table sets forth certain information concerning options exercised and restricted stock awards vested during fiscal year 20172023 for the named executive officers.

Employment Arrangements with Named Executive Officers

Cheryl Beranek was appointed as our President and Chief Executive Officer effective June 28, 2007. Daniel R. Herzog was appointed our Interim Chief Financial Officer on February 18, 2011, and effective August 25, 2011, Mr. Herzog became our Chief Financial Officer on a full-timenon-interim basis. John P. Hill was appointed as our Chief Operating Officer effective October 30, 2008.

On December 16, 2008, we entered into employment agreements with Ms. Beranek and with Mr. Hill. Effective on November 16, 2017, we entered into an employment agreement with Mr. Herzog, which was amended December 3, 2019. The employment agreements with thethese executives are described below. On November 18, 2010, we adopted the Code 280G Tax Gross Up Payment Plan (the “Tax Gross Up Plan”), which is also described below. Each of Ms. Beranek and Mr. Hill are participants in the Tax Gross Up Plan.

During fiscal year 2017, Mr. Herzog’s employment with us is “at will” and in fiscal year 2017, did not have any agreement or other arrangement with Mr. Herzog relating to his employment or post-termination compensation.

The 2007 Plan provides that all stock options granted under the 2007 Plan will become fully exercisable and vested in the event of a “change in control” and will terminate 60 days thereafter, unless otherwise determined by the Board of Directors prior to the change in control. The agreement for restricted stock awards issued under the 2007 Plan also provides that all restrictions on the restricted stock will lapse upon a “change in control.” AllAny outstanding options and awards of restricted stock held by the named executive officers that were granted before the 2022 Plan was approved were granted pursuant to the 2007 Plan.

See “Executive Compensation – DefinitionsIn connection with a change in control where the 2022 Plan is assumed by a successor corporation, awards granted under the 2022 Plan will become fully exercisable and vested only in the event of a qualifying termination of employment within 24 months following the change in control. In the event of a change in control where the 2022 Plan is not assumed by the successor corporation, any award granted under the 2022 Plan will become fully exercisable and vested as of the time of the change in control. Any outstanding awards held by the named executive officers that were granted after the 2022 Plan was approved on February 23, 2023 were granted pursuant to the 2022 Plan.

Description of Employment Agreement and Plan Terms” for defined terms used in the description belowAgreements

The following describes our employment agreements with our named executive officers. Each of the employment agreements contains provisions relating to non-competition, non-solicitation, protection of our confidential information and in the 2007 Plan.

Descriptionassignment of Beranek and Hill Employment Agreementsinventions.

Pursuant to the employment agreement with Ms. Beranek, she will serve as our President and Chief Executive Officer for an initialat a base salary of $220,000,that is subject to increase (or decrease, but not below theher initial base salary of $220,000) pursuant to our normal practices for our executives. In addition to the base salary, Ms. Beranek is eligible to earn, for each fiscal year during the period of her employment, an annual cash performance bonus with the amount of the annual bonus and the target performance goals applicable to the annual bonus determined in accordance with the terms and conditions of the bonus plan as in effect from time to time. However,Under her employment agreement, Ms. Beranek’s target annual bonus must be 60% of her base salary for thateach year, and her maximum annual bonus must be 150% of base salary for thateach year. However, Ms. Beranek agreed to the target and maximum annual bonus amounts for the 2023 Bonus Program. Ms. Beranek is also entitled to participate in our welfare benefit plans, fringe benefit plans and is entitled to receive paid vacation in accordance with the policies applicable to our senior executives.

Pursuant to the employment agreement with Mr. Hill, he will serve as our Chief Operating Officer for an initialat a base salary of $170,000,that is subject to increase (or decrease, but not below thehis initial base salary of $170,000) pursuant to our normal practices for our executives. In addition to the base salary, Mr. Hill is eligible to earn, for each fiscal year of during the period of his employment, an annual cash performance bonus with the amount of the annual bonus and the target performance goals applicable to the annual bonus determined in accordance with the terms and conditions of the bonus plan as in effect from time to time. However, Mr. Hill’s target annual bonus must be 40% of his base salary for thateach year, and his maximum annual bonus must be 150% of base salary for thateach year. However, Mr. Hill agreed to the target and maximum annual bonus amounts for the 2023 Bonus Program. Mr. Hill is also entitled to participate in our welfare benefit plans, fringe benefit plans and is entitled to receive paid vacation in accordance with the policies applicable to our senior executives.

The executive’sEach of Ms. Beranek’s and Mr. Hill’s employment will continue until it is terminated by us or by the executive in accordance with the terms of the employment agreement. TheThese employment agreements each havehad a term ending on December 16, 2011, except that the employment agreements will automatically renew for successive one year periods unless either the executive or we elect not to extend the term by at least sixty days’ written notice. In addition, the executive’s employment of Ms. Beranek and Mr. Hill will terminate automatically upon death or “disability” of such executive as defined in the agreement.

We may terminate either executive’sthe employment of Ms. Beranek or Mr. Hill for “cause” (as defined in the employment agreement) or without cause. We must provide the executive with a notice of termination for cause specifying the facts providing a basis for the termination and the date of termination, which may not be less than thirty days from the date notice is provided. The executive may terminate her or his respective employment for “good reason” (as defined in the employment agreement) or without good reason, provided that in the case of a termination for good reason, the executive must terminate her or his employment within 180 days following the lapse of the period for our cure of the event constituting good reason unless we have fully corrected the event constituting good reason prior to the date of termination. A reduction in the executive’s annual base salary or target annual bonus or our material breach of its obligations under the agreement will constitute a good reason only if the executive provides us with a written notice of the event within ninety days of its occurrence and we fail to remedy the event within thirty days of our receipt of the notice. Further, in the case of the executive’s termination for good reason, the executive must provide us with a notice of termination specifying the facts providing a basis for the termination and the date of termination, which may not be less than thirty days from the date notice is provided.

If the executive’s employment of Ms. Beranek or Mr. Hill is terminated by us for cause or by the executive without good reason, we will have no further obligations to the executive under the employment agreement other than the obligation to pay to the executive the earned but unpaid base salary, any pro-rated annual bonus required to be paid to the executive, and to provide the other welfare plan or fringe benefits in accordance with the provisions of the applicable plan.

In the event of death or disability of Ms. Beranek or Mr. Hill, we will be obligated to pay to the executive’s estate or beneficiaries or the executive, the earned but unpaid base salary and other accrued obligations when due under Minnesota law, a payment equal to the executive’s then current annual base salary in a lump sum within twenty days following the termination date (but if the termination is due to disability, no later than March 15 of the calendar year following the calendar year in which the executive suffers the disability), any pro-rated annual bonus required to be paid to the executive at the time when annual bonuses are paid to our other senior executives, and if any of the executive’s qualified beneficiaries makes an election to continue in our group health plans, we will pay the premium for the coverage for the earlier of one year from the date of termination or the date on which the qualified beneficiary is no longer eligible for such coverage.

If the executive’s employment of Ms. Beranek and Mr. Hill is terminated by us without cause or by the executive for good reason, or if we elect not to renew the term of the employment agreement, the executive will be entitled to the following severance payments and benefits:

If a change in control occurs during the employment period of Ms. Beranek or Mr. Hill, we will pay the executive a lump sum amount equal to the executive’s base salary in effect on the date of the change in control. If the executive’s employment is terminated by us without cause or by the executive for good reason or without good reason within one year after the effective date of the change in control, then the executiveMs. Beranek or Mr. Hill will also be entitled to receive the payments and benefits outlined in the five bullet points above, except that for the purposes of calculating the executive’s average bonus over the prior three years, the amount will be the greater of (a) the average annual bonus received by the executive for the three complete fiscal years as our chief executive officer/chief operating officer (or such lesser number of years as the executive has been employed in that position) immediately prior to the date of the change in control, and (b) the amount representing the executive’s base salary in effect on the date of the change in control.

Under the terms of the 2007 Plan and related award agreements, all outstanding options will become fully exercisable upon and vested and all restrictions on restricted stock will lapse upon a “change in control.” In addition, our employment agreements with the executivesMs. Beranek and Mr. Hill provide that in the event of such a termination of the executive’s employment upon a change in control, all outstanding stock options, restricted stock and other equity awards granted to the executive under any of our equity compensation plans (or substitute awards covering the securities of the successor company) will become immediately vested and exercisable in full.

Further, in the event it is determined that any payment to the executiveMs. Beranek or Mr. Hill under the employment agreement would be subject to an excise tax, then the executive may be entitled to receive an additional payment under the excise tax gross-up payment plan provided to our senior executives. To the extent any payment or commencement of a payment under the employment agreement and other payment or benefits would result in accelerated or additional tax under Section 409A of the Internal Revenue Code, as amended, we will defer such payments until the earlier of the first day of the seventh month following the date of termination of the executive’s employment or the executive’s death and such deferred payments will be paid in one lump sum, without interest, at such time.

EachEffective on November 16, 2017, we entered into an employment agreement with Daniel R. Herzog, our Chief Financial Officer. The employment agreement and the compensation to be paid to Mr. Herzog on the terms and conditions provided therein was approved by our Compensation Committee and the Board of Directors. On December 3, 2019, we entered into an Amendment No. 1 to Mr. Herzog’s employment agreement. The amendment was approved by the Compensation Committee and the Board of Directors. The employment agreement, as amended, is summarized below.

Under the employment agreement, Mr. Herzog will continue to serve as our Chief Financial Officer for a three-year term, with the term automatically renewing for successive one-year periods, subject to earlier termination and non-renewal upon 60 days’ notice. In addition, Mr. Herzog’s employment will terminate automatically upon death or “disability” as defined in his employment agreement.

Under the employment agreement with Mr. Herzog, Mr. Herzog’s base salary is subject to increase (or decrease, but not below his initial base salary of $200,193) pursuant to our normal practices for our executives. In addition to the base salary, Mr. Herzog is eligible to earn an annual cash performance bonus with the target annual bonus set at 20% of his base salary each year and the maximum annual bonus set at 50% of base salary each year. Mr. Herzog is also entitled to participate in our welfare benefit plans, fringe benefit plans and is entitled to receive paid vacation in accordance with the policies applicable to our senior executives.

We may terminate Mr. Herzog’s employment for “cause” (as defined in his employment agreement) or without cause. Mr. Herzog may terminate his employment for “good reason” (as defined in his employment agreement) or without good reason. In the case of termination by us for cause or by Mr. Herzog for good reason, his employment agreement provides for notice obligations and opportunities to cure.

If Mr. Herzog’s employment is terminated by us for cause or by Mr. Herzog without good reason, we will have no further obligations to Mr. Herzog under his employment agreement other than the obligation to pay to Mr. Herzog the earned but unpaid base salary, any unpaid annual bonus required to be paid to Mr. Herzog for any completed fiscal year, and to provide the other welfare plan or fringe benefits in accordance with the provisions of the employment agreements contains provisions relating to non-competition, non-solicitation, protection of our confidential information and assignment of inventions.applicable plan.

In the event of death or disability, we will be obligated to pay Mr. Herzog’s earned but unpaid base salary and any other accrued but unpaid obligations in a lump sum, a pro-rated annual bonus at the time when annual bonuses are paid to our other senior executives, and the employer portion of premiums for COBRA coverage for the earlier of one year from the date of termination or the date on which a qualified beneficiary is no longer eligible for such coverage.

If Mr. Herzog’s employment is terminated by us without cause or by Mr. Herzog for good reason, or if we elect not to renew the term of his employment agreement, Mr. Herzog will be entitled to earned but unpaid base salary, vacation and annual bonus, a severance amount equal to one times Mr. Herzog’s annual base salary, and a prorated annual bonus for the year in which the termination occurs. We also will pay the employer portion of premiums for COBRA coverage until the earlier of one year from the date of termination or the date on which Mr. Herzog is no longer eligible for such coverage. Further, any unvested stock options or other unvested grants will become vested in full.

If a change in control occurs during the employment period, we will pay Mr. Herzog a lump sum amount equal to two times Mr. Herzog’s base salary in effect on the date of the change in control. If Mr. Herzog’s employment is terminated by us without cause or by Mr. Herzog for good reason or without good reason within one year after the effective date of the change in control, then Mr. Herzog will also be entitled to receive the payments and benefits described above as applicable to terminations under those circumstances.

Description of Tax Gross Up Plan

On November 18, 2010, the Compensation Committee recommended, and the Board of Directors approved, the Tax Gross Up Plan in order to fulfill our obligation under the employment agreements with Ms. Beranek and Mr. Hill relating to an excise tax gross-up payment plan. Ms. Beranek and Mr. Hill are the only persons participating in the Tax Gross Up Plan. The Tax Gross Up Plan requires us to reimburse the executive, on an after-tax basis, for any excise taxes payable by the executive pursuant to Section 4999 of the Internal Revenue Code with respect to any payments under the employment agreements or any other agreement or plan between us and the executive officer that is triggered upon a change in control. The Tax Gross Up Plan also sets out procedures for determining the amount of the tax gross-up payment and resolving any disputes relating to the payment or payment obligation, as well the process and timing for any payments required by the Tax Gross Up Plan.

The Tax Gross Up Plan may be amended from time to time by the Board of Directors. However, no amendment that adversely affects any executive whose employment agreement provides for a tax gross-up payment governed by the Tax Gross Up Plan will be effective unless each such executive consents in writing to such amendment. The Tax Gross Up Plan will terminate at such time as all employment agreements between us and any executive that provides for a tax gross-up payment governed by the Tax Gross Up Plan terminate or expire in accordance with their respective terms without further liability for the tax gross-up payment.

Summary of Post-Employment

Potential Payments Upon Termination and Change In Control

Assuming that a qualifying termination or non-renewal and/or change in Control Paymentscontrol occurred on September 30, 2023, the total compensation payable to the named executive officers in accordance with her or his respective employment agreement, the 2007 Plan, the 2022 Plan, and Tax Gross Up Plan (for Ms. Beranek and Mr. Hill only) that were in place at that time are set forth in the tables below.

In the case of the value of accelerated equity awards set forth below, the value is based on a share price of $28.66, which was the closing sales price for a share of our common stock on The Nasdaq Stock Market on September 30, 2023. The value of accelerated stock options is determined using the difference between that closing share price and the applicable option exercise price multiplied by the number of option shares whose exercisability is accelerated. The value of accelerated lapse of restricted stock is determined by multiplying the closing share price by the number of restricted stock whose lapse of restrictions is accelerated. Under the Code rules governing change in control payments, only a portion of the value of the restricted stock and stock option gain is considered a parachute payment and that portion calculated in accordance with the Code rules was used to determine the Tax Gross Up Plan amounts.

If the employment of Ms. Beranek, Mr. Herzog or Mr. Hill wasis terminated by us without cause or by the executive for good reason, as of September 30, 2017 or if we elected not to renew the term of the employment agreement with theof such executive as ofofficer, effective September 30, 2017, we estimate that2023, the value oftotal compensation payable to the benefits under our employment agreements with these executivesnamed executive officers would have beenbe as follows based upon the executive’s respective salaries for fiscal year 2017, the annual bonus amounts at actually earned for fiscal year 2017, the average bonus over the three fiscal years prior to September 30, 2017 (fiscal years 2016, 2015 and 2014) and the executive’s stock option holdings at September 30, 2017:follows:

During fiscal year 2017, Mr. Herzog’s employment with us is “at will” and accordingly, he would not be entitled to any payments or benefits in the event his employment were terminated by us or by him for any reason during fiscal year 2017, including following a change in control.

If a change in control occurred as ofon September 30, 2017, we estimate that2023 without the valuetermination of the benefits under our employment agreements with Ms. Beranek and Mr. Hill and underof a named executive officer, the 2007 Plan based upontotal compensation payable to the executive’s respective salaries for fiscal year 2017 and based upon the executive’s respective stock option and restricted stock holdings at September 30, 2017named executive officer would have beenbe as follows:

In calculating the amounts described above, we determined that the executive would not be subject to excise taxes pursuant to Section 4999 of the Internal Revenue Code on the payments and value of other benefits to the executive officers that are triggered upon a change in control. Accordingly, the above calculations do not give effect to the reimbursement of the executive of excise taxes under the Tax Gross Up Plan described above.

If a change in control occurred as ofon September 30, 2017,2023 and we terminated the valueemployment of accelerated vesting of Mr. Herzog’s restricted stocka named executive officer without cause or a named executive officer terminated her or his employment for good reason, the total compensation payable to the named executive officer would have been $297,786, calculated in the same mannerbe as described in footnote 1 above.follows: