Mace Security International : Notice of 2023 Annual Meeting of Shareholders

4400 Carnegie Avenue

Cleveland, Ohio 44103

440-424-5321

NOTICE OF 2023 ANNUAL MEETING OF SHAREHOLDERS

Date: Tuesday August 22, 2023

Time: 11:00 a.m. Eastern Daylight Time

Location:

Mace Security International, Inc.

4400 Carnegie Avenue

Cleveland, OH 44103

To Mace Security International, Inc. Shareholders:

We invite you to attend the 2023 Annual Meeting of Shareholders of Mace Security International, Inc. ("Mace" or the "Company") (the "2023 Annual Meeting") which will be held at the Company's facility at 4400 Carnegie Ave. Cleveland, OH 44103 on Tuesday, August 22, 2023 at 11:00 a.m. EDT. The Company is offering shareholders the ability to view the meeting via Zoom. To view the meeting via Zoom, please go to www.zoom.comat the time of the meeting and click on Join. Enter the following Zoom meeting ID: 861 5765 0370 and Passcode 703180. Please note, shareholders viewing the meeting via Zoom will not be able to vote or otherwise participate in the Annual Meeting.

At the conclusion of the Annual Meeting after a brief intermission, there will be a presentation and a brief question and answer period. Shareholders viewing via Zoom will be able to ask questions at the conclusion of the presentation.

At the 2023 Annual Meeting, you will be asked to vote on three proposals, together with any other business that may properly come before the meeting.

1. Election of six director nominees to the Board of Directors of Mace (the "Board" of the "Board of Directors") for a one-year term and until their respective successor is duly elected and qualified. The Board has nominated for election Denis J. Amato, Michael D. Bozich, Margaret Jordan, Jennifer Kretchmar, Hussien Shousher, and Sanjay Singh. Biographical information for each nominee and the Board's recommendation is included in this notice.
2. Approval of the extension of the termination date of the Company's 2012 Stock Incentive Plan for a period of one year, from June 21, 2023 to June 21, 2024. The Board's recommendation is included in this notice.
3. Ratification of the appointment of Marcum LLP as Mace's independent public accounting firm for fiscal year 2023. Information about the Board's recommendation is included in this notice.

You may vote on these proposals by mail-in proxy, via the Internet or by attending in person the 2023 Annual Meeting. We urge you to vote via the Internet or to promptly complete and return the enclosed proxy card in the enclosed self- addressed postage paid envelope so that your shares will be represented and voted at the 2023 Annual Meeting in accordance with your instructions. Brokers wanting to vote via Internet need to contact Broadridge Financial Solutions, Inc. ("Broadridge") 10 business days prior to the date of the 2023 Annual Meeting and request a Legal Proxy from Broadridge. Once Brokers have a Legal Proxy, they need to contact the Company's transfer agent, Equinity Trust Company, LLC (formerly known as American Stock Transfer & Trust Company, LLC) ("Equiniti"), no later than 5 business days prior to the meeting and provide the Legal Proxy so that Equiniti can generate a control number to use for Internet voting. Any shareholder may revoke their proxy before it is exercised by giving a later dated proxy, or by giving notice of revocation to the Company in writing before the 2023 Annual Meeting. However, mere participation at the 2023 Annual Meeting by a shareholder, who previously granted a proxy, will not revoke the proxy. Unless revoked by notice, shares represented by valid proxies will be voted upon on all matters to be acted upon at the 2023 Annual Meeting. On any matter or matters with respect to which the proxy contains instructions for voting, such shares will be voted in accordance with such instructions.

The holders of one third of the stock issued and outstanding and entitled to vote, present in person or represented by proxy, will constitute a quorum at the meeting. Abstentions and broker non-votes will be deemed to be present for the purpose of determining a quorum for the 2023 Annual Meeting. Brokers who have not received voting instructions from beneficial owners generally may vote in their discretion with respect to ratification of the selection of the independent certified public accounting firm but will not be able to vote with respect to Proposals 1 and 2. Broker non-votes will not affect the outcome of any new proposals brought before the 2023 Annual Meeting.

The record date for the 2023 Annual Meeting is July 10, 2023. Only shareholders of record at the close of business on July 10, 2023 may vote at the 2023 Annual Meeting and any adjournment or postponement of the 2023 Annual Meeting. As of the record date, there were approximately 65,521,955 shares of common stock outstanding.

We are providing the attached supplemental information regarding the Company's Board of Directors and Executive Officers, including additional information regarding the functioning of the Board of Directors, relationships with certain members of the Board of Directors and Executive Officers, available shareholding information, information regarding the Company's Equity Compensation Plan for Directors and Officers, and Security Ownership of certain beneficial owners. We encourage you to review these materials for information concerning the business to be conducted at the 2023 Annual Meeting.

By Order of the Board of Directors,

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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF FINANCIAL INFORMATION FOR

THE 2023 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON AUGUST 22, 2023:

Mace Security International, Inc.'s audited consolidated financial statements for the year ended

December 31, 2022 are available on the OTC Market web site via the Internet at

http://www.otcmarkets.com/stock/MACE/financials

THE PROPOSALS

Proposal 1 - Election of Directors

Election of six directors to the Board of Directors for a one-year term and until their respective successor is duly

elected and qualified.

Five director nominees currently serve on the Board of Directors, Denis J. Amato, Margaret Jordan, Jennifer Kretchmar, Hussien Shousher and Sanjay Singh. Daniel Perella has decided not to stand for reelection for personal reasons. Effective July 11, 2023, in accordance with the Company's Amended and Restated Bylaws, the Board of Directors approved a resolution to fix the size of the Board of Directors at six, eliminating one open vacancy on the Board of Directors. The six director nominees were all nominated by the Board of Directors' Ethics, Corporate Governance and Nominating Committee (the "Nominating Committee") and approved by the Board of Directors. All nominees have agreed to stand for election at the 2023 Annual Meeting. Directors are elected by a plurality vote of shares present in person or represented by proxy at the 2023 Annual Meeting. Shares represented by proxies that withhold authority to vote in the election of directors will not be counted in the election of directors in favor of any nominee and will have no effect on the election of directors.

The following paragraphs describe the biographical information and business experience for each nominee.

Denis J. Amato C.F.A.,age 78, is a private investor. Mr. Amato retired from Ancora Advisors, where he was Director of Microcap Equities. His investment experience spanned five decades, including serving as Chief Investment Officer for a major Cleveland bank trust department as well as with Ancora Advisors. He has both a BBA in Economics and an MBA in Finance from Case Western Reserve University and is a Chartered Financial Analyst.

Michael D. Bozich,age 57, currently is Senior Vice President of Business Development at Cleveland Research Company ("CRC"), where he plays a pivotal role in supporting the development of new and existing councils, thought leadership partners, key members, and advisory businesses within the market research division. Recognized as one of the leading research providers in the United States, CRC specializes in unbiased, channel-driven research that assists top institutional investors and branded manufacturers in making crucial decisions. Previously, Mike served as Chief Revenue Officer at CRC. Prior to joining CRC in 2016, Mike was Vice President of Business Development at Henkel Corp., a global manufacturer and distributor of general consumer adhesives, construction adhesives, sealants, and foams. During his almost 18-year tenure at Henkel Corp., Mike's roles included Vice President of North American Sales, National Account Manager, Director of Hardware Sales, and New Product Development. In 1994, Mike joined Macco Adhesives, a division of ICI, as National Account Manager. In addition to his contributions at CRC, Mike also serves as a board member at Mosby Building Arts, a premier home remodeling company based in St. Louis, Missouri. Mike has a Bachelor of Business Administration - Marketing from Baldwin Wallace College.

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Margaret D. Jordan,age 46, earned her J.D. from the University of Akron School of Law and her M.S. in Higher Education Administration and B.A. in English Literature from the University of Akron. Ms. Jordan spent more than a decade working in Student Affairs at The University of Akron. During that time, she worked with the University of Akron Police Department and City of Akron Police on campus safety initiatives. She is passionate about empowering individuals to protect themselves to avoid becoming crime victims. For the past 17 years, Ms. Jordan has worked in marketing and business development for professional service firms. She is currently the Director of Business Development at KIKO Realtors, Auctioneers and Advisors where her focus is to provide solutions for anyone experiencing a liquidity event and to achieve top line growth for the company. Ms. Jordan is an experienced community leader and philanthropist. She currently serves on the Board for the Association of Corporate Growth ("ACG") and is the past chair of ACG's Women in Transactions Committee. She was appointed by the Governor of the State of Ohio as a student member of the Board of Trustees for The University of Akron. She is a graduate of the Leadership Akron Signature Program and President of Class 31. She is an honorary director for Goodwill Industries of Akron, where she served nine years as board member. She actively supports several local charities that help homeless people and pets.

Jennifer Kretchmar, age 50, currently serves as Chief Digital and Merchandising Officer at Build-A-Bear Workshop, helping transform the iconic Build-A-Bear brand through her innovative leadership. Ms. Kretchmar joined the company in 2014 as Chief Product Officer before taking on her current role. She leads the development of global merchandise, in addition to the company's marketing and digital presence to drive sales and guest loyalty. While guiding global business initiatives, including retail, e-commerce, licensing, brand and performance marketing, Ms. Kretchmar manages an inspired team and builds leaders. Ms. Kretchmar has helped transform Build-A-Bear to the multi-channel and multi-platform brand and intellectual property company it is today with nearly 500 experiential retail locations, e-commerce, and licensing. With her ingenuity in global product and digital strategy and ability to grow and strengthen brands, Ms. Kretchmar has held tenured executive level positions at notable companies. Before joining Build-A-Bear, Ms. Kretchmar was Senior Vice President of Product and Brand Management with Stride Rite Children's Group (SRCG) of Wolverine Worldwide, Inc. At SRCG, she was responsible for the global product creation strategy for a diverse portfolio of children's footwear brands including Sperry Top-Sider®, Saucony®, Keds®, Hush Puppies® and Merrell® among others. Before joining Stride Rite, Ms. Kretchmar held positions of increasing responsibility at The Timberland Company, Goldbug and the United States Department of Agriculture Foreign Service. Ms. Kretchmar holds a Bachelor of Arts degree in Humanities from San Francisco State University and studied International Business at the Middlebury Institute of International Studies at Monterey.

Hussien Shousher, age 64, has recently begun the '2nd half' of his career focused on executive mentoring and coaching young professionals and emerging business leaders. Mr. Shousher was the former CEO of GEM Inc. and GEM Energy and was with the Rudolph/Libbe Group of companies for 25 years. During Mr. Shousher's tenure, GEM expanded to multiple locations throughout three states with over 1,000 employees. GEM Inc., headquartered in Walbridge, OH, is a leading single-source specialty contractor with multiple self-performance trades as well as consulting and energy management services. Mr. Shousher has a bachelor's degree in civil engineering from The University of Toledo. Mr. Shousher currently serves on the Board of Directors of ACCESS Detroit, HearAide Medical Missions, Historic South Initiative, Lourdes University, Rudolph/Libbe Companies, Inc. and is the Chairman of the Toledo Community Foundation and is the Board of Trustees Chairman of the Islamic Center of Greater Toledo.

Sanjay Singh,age 57, was appointed Chairman and CEO in February 2022 and serves on the Board of Directors of Mace. He previously served as the Executive Chairman of the Board since April 2020 and was appointed as the Vice- Chairman of the Company's Board in March 2018. Previously, Mr. Singh led and directed strategy at Roll-Kraft, a privately held manufacturing company, first as Executive Vice-President and then as President from July 2013 through March 2020. Mr. Singh was a Board Member and Chief Financial Officer from 2010-2013 at Maclellan Services, Inc. Prior to July 2010, Mr. Singh held Chief Financial Officer and financial leadership roles in private-equity owned portfolio companies and at divisions of Stanley Black and Decker and Newell-Rubbermaid. Over the course of his twenty-five-year career, Mr. Singh acquired expertise in increasing shareholder value by building better businesses alongside management teams. Mr. Singh currently serves as Chairman of the Board of Directors of Regional Brands, Inc., and on the Board of Directors of MAGNET and Entrepreneur's EDGE. Mr. Singh has a both a Bachelor of Commerce degree from St. Xavier College, Kolkata, India and an MBA from Gannon University, Erie, PA.

The Board of Directors recommends that you vote FOR the election of Denis J. Amato, Michael D. Bozich, Margaret Jordan, Jennifer Kretchmar, Hussien Shousher and Sanjay Singh to the Board of Directors.

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Proposal 2 -2012 Stock Incentive Plan

Approval of the extension of the termination date of the Company's 2012 Stock Incentive Plan for a period of one year, from June 21, 2023 to June 21, 2024.

The Board of Directors believes that a stock incentive plan enhances the ability of the Company to attract and retain officers and other employees and directors, and to motivate them to exercise their best efforts on behalf of the Company. Our shareholders originally approved the Company's 2012 Stock Incentive Plan (the "2012 Stock Incentive Plan" or the "Plan") at the 2012 annual meeting of shareholders. In 2022, our shareholders approved the extension of the termination date of the Plan for a period of one year, from June 21, 2022 to June 21, 2023. We are again asking our shareholders to approve an extension of the termination date of the Plan for a period of one year, from June 21, 2023 to June 21, 2024. The Board has tentatively approved the extension, but no awards will be made under the Plan during the one-year extension period unless the extension is approved by the shareholders at the 2023 Annual Meeting. Approval of Proposal 2 will require the affirmative vote of the holders of a majority of the common stock represented in person or by proxy and entitled to vote at the 2023 Annual Meeting.

Extension of the termination date for a period of one year is being requested to allow the Company to complete its evaluation of potential strategic alternatives for the Company. The following description of the Plan is intended merely as a summary of its principal features and is qualified in its entirety by references to the full text of the 2012 Stock Incentive Plan.

Background on Stock Compensation. The use of stock options has long been a vital component of the Company's overall compensation philosophy, which is premised on the principle that any long-termpay-for-performance compensation should be closely aligned with shareholders' interests. Over the years, the Company believes that it has been very successful in achieving this objective through the use of stock options. The 2012 Stock Incentive Plan gives the Company the ability to continue to grant options and to also grant restricted stock. Stock options and restricted stock align employees' interests directly with those of other shareholders because an increase in stock price after the date of the award is necessary for eligible employees to realize any value, thus rewarding employees only upon improved stock price performance.

The Company also believes that stock options and restricted stock are very effective in enabling it to attract and retain the talent critical for a growth-focused company. The Company's general compensation philosophy is that total cash compensation should vary with the Company's performance in achieving financial and nonfinancial objectives, and that any long-term incentive compensation should be closely aligned with shareholder interests.

Without stock options and restricted stock, the Company would be forced to consider cash replacement alternatives to provide a market-competitive total compensation package necessary to attract, retain and motivate the employee talent necessary for the continued success of the Company. These cash replacement alternatives would then reduce the cash available for investment in the growth of its business. The Company intends to use stock options and restricted stock as its primary means of providing equity compensation to key individuals. Although the 2012 Stock Incentive Plan does provide the flexibility to use additional forms of equity compensation, the Company expects to use nonqualified stock options and various forms of restricted stock as the primary forms of equity compensation. The Company strongly believes that its equity compensation program will be integral to its future growth. Therefore, the Company considers approval of the extension of the termination date of the Company's 2012 Stock Incentive Plan for a period of one year, from June 21, 2023 to June 21, 2024, as vital to the future success of the Company.

Purpose of the 2012 Stock Incentive Plan. The 2012 Stock Incentive Plan allows the Company, under the direction of the Compensation Committee, to make grants of stock options, restricted stock, and performance-based stock awards (any of which may or may not require the satisfaction of performance objectives) to key employees and directors of the Company and its affiliates who, in the opinion of the Compensation Committee, are in a position to make a significant contribution to the success of the Company or its affiliates. The purpose of these awards is to attract and retain key individuals, further align employee and shareholder interests, and to closely link compensation with Company performance. The 2012 Stock Incentive Plan provides an essential component of the total compensation package, reflecting the importance that the Company places on aligning the interests of key individuals with those of its shareholders.

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