May 9, 2023, the Board of Directors of ESCO Technologies Inc. announced that on May 3, 2023 it had accepted the resignation of Victor L. Richey as a director of the Company, as Executive Chair of the Board, and as an employee of the Company, all effective June 30, 2023. Mr. Richey's resignation as a director was due to his retirement and was not due to any disagreement with the Company on any matter. On May 3, 2023, the Board of Directors approved the following changes respecting the composition of the Company's Board of Directors, all of which will become effective upon Mr. Richey's resignation as a director and Executive Chair of the Company on June 30, 2023: 1) The authorized size of the Board of Directors will be reduced from nine to eight members, and the size of Class I will be reduced from three to two directors.

2) The resignation of James M. Stolze as Lead Director will become effective, and the position of Lead Director will be eliminated; but Mr. Stolze will remain on the Board as a director. 3) Independent director Robert J. Phillippy will become Chair of the Board; the position of Chair of the Board will merit an additional annual cash retainer of 85,000, to be prorated for the remainder of calendar 2023 at 50% of the annual amount, or 42,500. 4) Mr. Phillippy will move from the Audit and Finance Committee to the Human Resource and Compensation Committee, and independent director Janice L. Hess will replace Mr. Phillippy on the Audit and Finance Committee.

5) Independent director Patrick M. Dewar will become Chair of the Audit and Finance Committee, with the additional annual cash retainer for such position to be prorated for the remainder of calendar 2023 at 50% of the annual amount, or 6,250. 6) The membership of the Executive Committee of the Board will consist of Mr. Phillippy, as Chair of the Board, and Bryan H. Sayler, as Chief Executive Officer.