ESCO Technologies : 2023 Proxy Bookmarked

Notice of 2023

ANNUAL MEETING & PROXY STATEMENT

ESCO Technologies Inc.

9900A Clayton Road

St. Louis, MO 63124

Vic Richey

Chairman, Chief Executive Officer and President

December 14, 2022

Dear Fellow Shareholders,

I am pleased to invite you to attend our 2023 Annual Meeting of Shareholders of ESCO Technologies Inc., to be held on Friday, February 3, 2023 at the Westlake Village Inn, 31943 Agoura Road, Westlake Village, California 91361, at 8:00 a.m. Pacific Time.

The accompanying Notice of Annual Meeting and Proxy Statement describe the items of business that will be discussed and voted on at the Meeting. We value your input and encourage you to review this material as well as our Annual Report for fiscal 2022 and to vote your shares of common stock. You have a choice of voting online, by telephone, by returning the enclosed proxy card by mail, or at the Meeting.

Fiscal 2022 was a remarkable year for ESCO as we successfully navigated a challenging economic environment to deliver 30 percent growth in net earnings and record revenue, orders, and year-end backlog. Our team of dedicated employees worked diligently throughout the year to manage persistent supply chain disruptions, inflationary pressures, and labor shortages. Through teamwork and persistence, we found ways to support our customers and deliver record operation results.

The hard work we have done during this challenging time has us well-positioned to drive profitable growth moving forward, and we are excited about the opportunities ahead as we strive to deliver innovative solutions to the industries we serve. We appreciate your investment in ESCO and remain committed to effectively managing the company to deliver long-term shareholder value.

On behalf of the Board of Directors and all of us at ESCO, thank you for your ongoing support.

Sincerely,

Vic Richey

Chairman, Chief Executive Officer and President

Notice of 2023 Annual Meeting & Proxy Statement // ESCO Technologies Inc.

Notice of Annual Meeting of Shareholders

St. Louis, Missouri

December 14, 2022

To the Shareholders of ESCO Technologies Inc.:

The 2023 Annual Meeting of the shareholders of ESCO Technologies Inc. will be held on Friday, February 3, 2023 at the Westlake Village Inn, 31943 Agoura Road, Westlake Village, California 91361, beginning at 8:00 a.m. Pacific Time, for the following purposes:

1. To elect Patrick M. Dewar, Vinod M. Khilnani and Robert J. Phillippy as directors of the Company to serve for three-year terms expiring in 2026;
2. To approve an extension and certain amendments of the Company's 2018 Omnibus Incentive Plan;
3. Say on Pay - An advisory vote to approve the compensation of the Company's executive officers;
4. Say on Pay Frequency - An advisory vote on the frequency of the advisory votes on executive compensation; and
5. To ratify the appointment of the Company's independent registered public accounting firm for the 2023 fiscal year.

Your Board of Directors recommends that you vote:

• FOR all three nominees for director,
• FOR Proposals 2, 3 and 5, and
• On Proposal 4, to hold the advisory vote on executive compensation every 1 YEAR.

Shareholders of record at the close of business on November 28, 2022 are entitled to vote at the Meeting.

Information about each of the above Proposals, as well as instructions for voting and additional relevant information concerning the Company, are set forth in the accompanying Proxy Statement and in the "Important Notice Regarding the Availability of Proxy Materials" sent to all shareholders entitled to vote at the Meeting beginning on or about December 14, 2022.

By Order Of The Board Of Directors,

David M. Schatz

Senior Vice President, General Counsel and Secretary

This Notice, the Proxy Statement attached to this Notice and our Annual Report to Shareholders for the fiscal year ended September 30, 2022 are available electronically at www.envisionreports.com/ESEand on our website at www.escotechnologies.com.

Even if you plan to attend the Meeting in person, PLEASE VOTE:

• Electronically via the Internet atwww.investorvote.com/ESE; or
• By telephone within the United States, U.S. territories or Canada at 1 800 652 VOTE (8683); or
• If you requested paper or e-mail copies of the proxy materials, please complete, sign, date and return the proxy card.

Notice of 2023 Annual Meeting & Proxy Statement // ESCO Technologies Inc.

Proxy Statement Table of Contents

1 Proxy Statement Summary

1. Meeting Information
2. Nominees for Director

2 Director Diversity and Tenure

1. Company Overview and Business Highlights
2. Governance Highlights
3. Executive Compensation Highlights
4. Voting

1. How to Vote

1. Required Vote

7 Proposal 1: Election of Directors

1. Nominees for Terms Ending in 2026

1. Directors Continuing in Office

1. Board of Directors
2. Diversity and Tenure
3. Committees

1. Corporate Governance Information

1. Director Compensation

21 Proposal 2: Extension and Amendments of the Company's 2018 Omnibus Incentive Plan

1. Description of Proposed Extension and Amendments
2. Summary of the Omnibus Plan

1. Other Equity Compensation Plan Information
2. Proposal 3: Say on Pay - Advisory Vote to Approve Executive Compensation

1. Summary of Executive Compensation Program
2. Compensation Committee Report

1. Compensation Discussion and Analysis

1. 2022 Summary Compensation Table

1. 2022 Grants of Plan-Based Awards
2. Outstanding Equity Awards at Fiscal 2022 Year-End
3. 2022 Option Exercises and Stock Vested
4. Pension Benefits Through 2022

1. Employment Agreements
2. Potential Payments Upon Termination or Change in Control

1. Pay Ratio Disclosure

1. Proposal 4: Say on Pay Frequency -
   Advisory Vote on Frequency of Advisory Votes on Executive Compensation
2. Proposal 5: Ratification of Appointment of
   Independent Registered Public Accounting Firm

56 Pre-Approval of Audit and Permitted Non-Audit Services

1. Auditor Fees and Services
2. Change in Independent Registered Public Accounting Firm for 2022
3. Audit and Finance Committee Report
4. Other Information

59 Securities Ownership of Directors and Executive Officers

1. Securities Ownership of Certain Beneficial Owners
2. Shareholder Proposals
3. Forward-LookingStatements
4. Appendix A

62 2018 Omnibus Incentive Plan, Marked to Show Amendments Proposed for Shareholder Approval

75 Appendix B

75 Participants in the 2020 Mercer Benchmark Database/Total Remuneration Survey

Notice of 2023 Annual Meeting & Proxy Statement // ESCO Technologies Inc.

Proxy Statement Summary

This Proxy Statement relates to the 2023 Annual Meeting of the shareholders of ESCO Technologies Inc., sometimes referred to herein as the Company, we, our or us. Our stock is listed on the New York Stock Exchange (NYSE), where our ticker symbol is "ESE".

This Proxy Statement is provided pursuant to the rules of the Securities and Exchange Commission (SEC) in connection with our Management's solicitation of votes for the Meeting.

This Summary highlights certain information relating to the Meeting and the items to be voted on at the Meeting. For additional information, including important business, compensation and corporate governance matters, please refer to the following sections of this Proxy Statement and to our 2022 Annual Report on Form 10-K. Unless otherwise noted, all references to 2022 in this Proxy Statement refer to our fiscal year ended September 30, 2022.

MEETING INFORMATION

Date and Time	Location	Record Date	Voting
Friday, February 3, 2023,	Westlake Village Inn	Close of	Shareholders of record as of the record date are
at 8:00 a.m. Pacific Time	31943 Agoura Road	business on	entitled to vote. Each share of common stock
	Westlake Village, California 91361	November	is entitled to one vote on each of the director
		28, 2022	nominees and one vote on all other matters to be
			considered at the Meeting.

How to Vote:

Via the Internet	By Telephone	By Mail	At the Meeting

www.investorvote.com/ESE	1-800-652-VOTE (8563)	Follow the instructions on	Attend the Meeting in person
	in the U.S. or Canada	the proxy card	and vote by ballot

PROPOSALS AND BOARD RECOMMENDATIONS

			Required Vote	Board's Voting
Proposal	See Page	(See "Voting" On Page 5)	Recommendation
1.	Election of Directors	7	To be elected, a nominee must receive a	FOR
			majority of the votes cast	each director nominee
2.	Extension and Amendments of	21	To be approved, this proposal must	FOR
the Company's 2018 Omnibus		receive a majority of the votes cast
Incentive Plan
3.	Say on Pay - Advisory Vote to	30	To be approved, this proposal must	FOR
Approve Executive Compensation		receive a majority of the votes cast
4.	Say on Pay Frequency - Advisory	55	The frequency which receives the most	1 YEAR
Vote on Frequency of Advisory Votes on		votes in favor will be considered approved
Executive Compensation
5.	Ratification of Appointment of	56	To be approved, this proposal must	FOR
Independent Registered Public		receive a majority of the votes cast
Accounting Firm

1

Proxy Statement Summary

Notice of 2023 Annual Meeting & Proxy Statement // ESCO Technologies Inc.