ESCO Technologies : Proxy Statement for the 2022 Annual Meeting

ESCO TECHNOLOGIES INC.

9900A Clayton Road, St. Louis, Missouri 63124

NOTICE AND PROXY STATEMENT

FOR THE 2022 ANNUAL MEETING OF SHAREHOLDERS

OF ESCO TECHNOLOGIES INC.

St. Louis, Missouri

December 15, 2021

TO THE SHAREHOLDERS OF ESCO TECHNOLOGIES INC.:

The 2022 Annual Meeting of the shareholders of ESCO Technologies Inc. will be held on Thursday, February 3,

2022 at the offices of the Company's subsidiary VACCO Industries, located at 10350 Vacco Street, El Monte, California 91733, beginning at 10:00 a.m. Pacific Time, for the following purposes:

1. To elect Leon J. Olivier and Gloria L. Valdez as directors of the Company to serve for three-year terms expiring in 2025;
2. To ratify the Company's appointment of its independent registered public accounting firm for the 2022 fiscal year; and
3. Say on Pay - An advisory vote to approve the compensation of the Company's executive officers.

Your Board of Directors recommends that you vote "FOR" the above director nominees

and "FOR" Proposals 2 and 3.

Shareholders of record at the close of business on December 1, 2021 are entitled to vote at the Meeting.

Information about each of the above Proposals, as well as additional relevant information concerning the Company, is set forth in the accompanying Proxy Statement and in the Company's 2021 Annual Report to Shareholders. Instructions for voting, as well as for receiving a paper copy of the proxy materials, are set forth in the "Important Notice Regarding the Availability of Proxy Materials" for the Meeting sent to all shareholders entitled to vote at the Meeting beginning on or about December 15, 2021.

Thank you for your ongoing support.

ESCO TECHNOLOGIES INC.

By:

Victor L. Richey

Chairman, Chief Executive Officer and

President

David M. Schatz

Secretary

Even if you plan to attend the Meeting in person, please vote electronically via the Internet at www.investorvote.com/ESEor 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.

TABLE OF CONTENTS
	Page
PROXY STATEMENT...........................................................................................................	1
ITEMS TO BE VOTED ON AT THE MEETING ...............................................................................	2
Proposal 1: Election of Directors ....................................................................................................	2
Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm .......	5
Proposal 3: Advisory Vote on Executive Compensation ................................................................	7
Other Matters ..................................................................................................................................	8
Required Vote .................................................................................................................................	8
CORPORATE GOVERNANCE INFORMATION ............................................................................	9
Board of Directors ...........................................................................................................................	9
Committees .....................................................................................................................................	11
Director Compensation....................................................................................................................	14
EXECUTIVE COMPENSATION INFORMATION ...........................................................................	16
Compensation Committee Report ...................................................................................................	16
Compensation Discussion and Analysis .........................................................................................	16
Summary Compensation Table.......................................................................................................	27
Grants of Plan-Based Awards .........................................................................................................	29
Outstanding Equity Awards at Fiscal Year-End ..............................................................................	30
Option Exercises and Stock Vested ................................................................................................	31
Pension Benefits .............................................................................................................................	31
Employment Agreements ................................................................................................................	32
Potential Payments Upon Termination or Change in Control .........................................................	33
Pay Ratio Disclosure .......................................................................................................................	37
OTHER INFORMATION .....................................................................................................................	38
Audit-Related Matters......................................................................................................................	38
Securities Ownership ......................................................................................................................	39
Shareholder Proposals....................................................................................................................	41

APPENDIX A: Participants in the2020 Mercer Benchmark Database/Total Remuneration Survey .. A-1

PROXY STATEMENT

This Proxy Statement is being furnished by ESCO Technologies Inc. (the "Company") in connection with the solicitation of proxies for the Company's 2022 Annual Meeting of Shareholders (the "Meeting"). The Meeting will be held on Thursday, February 3, 2022 at the offices of the Company's subsidiary VACCO Industries, located at 10350 Vacco Street, El Monte, California 91733, beginning at 10:00 a.m. Pacific Time, for the purposes set forth in the Notice of Annual Meeting above.

A Notice of the Meeting and of the availability of this Proxy Statement and related materials was sent on or about December 15, 2021 to all persons who held shares of the Company's common stock ("shares") as of the close of business on December 1, 2021, the record date for determining the persons entitled to vote at the Meeting. As of the record date, there were 26,101,172 shares outstanding. Each outstanding share is entitled to one vote on all matters presented at the Meeting.

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

Whether or not you expect to be present in person at the Meeting, please vote in advance using one of the voting methods described in the "Important Notice Regarding the Availability of Proxy Materials" sent to the shareholders on or about December 15, 2021, which contained instructions on how to access the proxy materials and vote electronically via the Internet, by telephone, by mail, or in person. That Notice also contained instructions on how to request a paper or e-mail copy of the proxy materials, including the Company's 2021 Annual Report to Shareholders, this Proxy Statement, and a proxy card. The 2021 Annual Report to Shareholders and this Proxy Statement are also available for review on the Company's website, www.escotechnologies.com.

In voting, you have several choices:

• You may vote on each proposal, by proxy or by voting in person or via the Internet or by telephone, in which case your shares will be voted in accordance with your choices.
• You may abstain from voting on any one or more proposals, or withhold authority to vote for any one or more directors, which will have the effect described under "Required Vote" on page 8.
• You may return a properly executed proxy form without indicating your preferences, in which case the proxies will vote the shares as follows: (1) FOR election of the directors nominated by the Board of Directors, (2) FOR ratifying the appointment of the Company's independent registered public accounting firm for the fiscal year ending September 30, 2022, and (3) FOR the advisory approval of executive compensation.

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

* * * * *

ITEMS TO BE VOTED ON AT THE MEETING

PROPOSAL 1: ELECTION OF DIRECTORS

The Board of Directors recommends a vote FOR the election of

Leon J. Olivier and Gloria L. Valdez as directors of the Company.

The Company's Bylaws provide that the number of directors shall not be less than three nor greater than ten, with the exact number to be determined from time to time by majority vote of the Board of Directors. In accordance with this provision, current number of directors has been fixed at eight; however, from and after the Meeting the number of directors will be reduced to seven as described below.

The Board is divided into three classes, with the terms of office of each class ending in successive years. The terms of directors Leon J. Olivier, Larry W. Solley and Gloria L. Valdez will expire at the Meeting. The Board has nominated Mr. Olivier and Ms. Valdez to serve for additional three-year terms expiring at the 2025 Annual Meeting. Mr. Solley has decided to retire from the Board at the end of his current term and is not standing for re-election. As a result, the Board has decided to reduce the size of the Board from eight members to seven upon the expiration of Mr. Solley's current term in order to eliminate the vacancy which would otherwise result from Mr. Solley's retirement.

If elected, the nominees would serve until the expiration of their terms and until their successors have been elected and qualified. Proxies cannot be voted for more than two nominees. Should either or both of the nominees become unable or unwilling to serve (which is not expected), the proxies unless marked to the contrary will be voted for such other person or persons as the Board may recommend.

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

Further information about the Board of Directors and its committees is set forth in the section captioned "Corporate Governance Information" beginning on page 9.

NOMINEES FOR TERMS ENDING IN 2025

Leon J. Olivier...............................................................................................

Age 73; Director since 2014

Mr. Olivier has broad utilities industry experience gained over a 30-year career in all aspects of strategy and operations. These include conventional and nuclear generation, renewable energy development (hydro, wind and solar), electric and gas transmission, distribution and development, and Smart Grid strategy and design. This experience, including his extensive experience in senior leadership and management roles, makes him well qualified to serve on the Board of Directors and to assist in guiding strategy at the highest levels.

Principal Occupation and Business Experience: Mr. Olivier is the retired Executive Vice President of Enterprise Energy Strategy and Business Development of Eversource Energy (formerly Northeast Utilities), headquartered in Boston, Massachusetts, a position he held from 2014 through February 2020 after previously serving as its Executive Vice President and Chief Operating Officer from 2007 to 2014. Eversource Energy is a public utility holding company engaged in the generation, transmission and distribution of electricity, and the distribution of natural gas, to customers in Connecticut, Massachusetts and New Hampshire.

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

Other Experience and Education: Mr. Olivier has a Master of Business Administration degree from Northeastern University. He also served in the United States Navy submarine service. From 2010 through 2019 he was a director of Essex Financial Services, Essex, Connecticut.

Gloria L. Valdez............................................................................................

Age 59; Director since 2019

Ms. Valdez's extensive strategic and operational experience in the defense markets as well as her management and financial expertise allow her to assist the Board in guiding the Company's strategy at the highest levels.

Principal Occupation and Business Experience: Ms. Valdez retired in April 2018 after 32 years of

civilian service with the Department of the Navy and the Department of Homeland Security. From June 2015 until her

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retirement, she served as the Deputy Assistant Secretary of the Navy within the Office of the Assistant Secretary of the Navy (ASN) for Research, Development and Acquisition. In this capacity, she was responsible for executive oversight of all naval shipbuilding programs, major ship conversions, and the maintenance, modernization and disposal of in-service ships. She previously served in a number of other civilian positions within the Navy Department including as the Executive Director for the Program Executive Office for submarines, responsible for civilian management and the design, acquisition and construction for submarine platform and undersea systems; as the Director of the Investment and Development division within the Office of ASN for Financial Management and Comptroller; and as the Director for Naval and Commercial Construction in the Office of the ASN for Ship Programs. She has also served as the Budget Director for the U.S. Immigration and Customs Enforcement within the Department of Homeland Security. Since February 2021, Ms. Valdez has been a member of the international Naval Shipbuilding Advisory Panel providing advice to the Commonwealth of Australia.

Public Company Directorships: Ms. Valdez currently serves on the Company's Board of Directors.

Other Experience and Education: Ms. Valdez holds a Master of Science degree in Management from Florida Institute of Technology as well as a Bachelor of Science degree in Mechanical Engineering from the University of New Mexico. She has received the Department of the Navy's Distinguished, Superior and Meritorious Civilian Service Awards, and in 2014 she was awarded the Pioneer award from Great Minds in STEM. She is also the sponsor of the Virginia Class submarine USS Vermont (SSN 792), which was commissioned in April 2020.

DIRECTORS CONTINUING IN OFFICE

Patrick M. Dewar(Term expires 2023) ..........................................................

Age 61; Director since 2017

Mr. Dewar's extensive strategic and operational experience in the aerospace and defense markets makes him well-qualified to assist in guiding Company strategy at the highest levels.

Principal Occupation and Business Experience: Since August 2016, Mr. Dewar has been the Chief Executive of The Trenton Group, LLC, an investment and strategy consulting firm focused on security, aerospace and defense technology companies. From 2013 until August 2016 he was Executive Vice President of Lockheed Martin International and Chairman of Lockheed Martin Global, Inc., after serving as Senior Vice President, Strategy and Business Development for Lockheed Martin Corporation from 2010 to 2013 and in various capacities with Lockheed Martin and GE Aerospace prior to that.

Public Company Directorships: In addition to serving on the Company's Board of Directors, Mr. Dewar is a director (since February 2018) of Butler America Aerospace, LLC, a subsidiary of HCL Technologies Ltd., which provides a wide range of engineering, design, IT and support services primarily to aerospace and defense markets in the United States.

Other Experience and Education: Mr. Dewar holds a Master of Science degree in Electrical Engineering from Drexel University as well as a Bachelor of Science degree in Engineering from Swarthmore College. He is a member of the Council on Foreign Relations and serves as a senior adviser to numerous investment firms on aerospace and defense matters. Mr. Dewar also qualifies as an audit committee financial expert under SEC regulations.

Vinod M. Khilnani(Term expires 2023) ........................................................

Age 69; Director since 2014

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

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

Public Company Directorships: In addition to serving on the Company's Board of Directors, Mr. Khilnani is a director (since 2009) of Materion Corporation (MTRN), a manufacturer of advanced materials, performance

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