Executive and Director Compensation (continued) (5) For fiscal year 2024, includes dividend payments of $145,100 on unvested restricted stock awards and unvested performance stock units awards for which the performance criteria have been satisfied and 401(k) contributions made by the Company totaling $20,133. For fiscal year 2023, includes dividend payments of $18,204 on unvested restricted stock awards and unvested performance stock units awards for which the performance criteria have been satisfied and 401(k) contributions made by the Company totaling $19,388. For fiscal year 2022, includes dividend payments of $17,079 on unvested restricted stock awards and unvested performance stock units awards for which the performance criteria have been satisfied and 401(k) contributions made by the Company totaling $18,782. (6) For fiscal year 2024, includes dividend payments of $114,959 on unvested restricted stock awards and unvested performance stock units awards for which the performance criteria have been satisfied and 401(k) contributions made by the Company totaling $24,125. Grants of Plan-Based Awards The following table sets forth certain information with respect to grants of plan-based awards for the fiscal year ended August 31, 2024 to the Named Executive Officers. Estimated Future Payouts under Non-Equity Incentive Plan Awards (1) Estimated Future Payouts under Equity Incentive Plan Awards All Other Stock Awards: Grant Date Fair Value Stock and Option ($) (2) Name Grant Date Threshold ($) Target ($) Maximum ($) Threshold (#) Target (#) Maximum (#) Number of Shares Robert E. Price $— $— $— — — — — $— Michael L. McCleary N/A 35,000 (3) 35,000 105,000 140,000 (4) 140,000 10/23/2023 (5) — — — — — 48,453 3,478,441 John D. Hildebrandt N/A 64,000 (3) 64,000 192,000 256,000 (4) 256,000 10/23/2023 (5) — — — — — 119,648 8,589,530 Francisco Velasco N/A 40,000 (3) 40,000 120,000 160,000 (4) 160,000 10/23/2023 (5) — — — — 54,331 3,900,422 David N. Price N/A 34,250 34,250 102,750 137,000 137,000 10/23/2023 (5) — — — 51,020 3,662,726 (1) The amounts in the columns under “Estimated Future Payouts under Non-Equity Incentive Plan Awards” represent our named executive officers’ threshold and target annual cash incentive awards for fiscal year 2024 for (i) individual performance and (ii) corporate performance up to target pursuant to the 2024 bonus plan. The annual cash incentive awards are further described in the “Elements of Compensation” section of the “Compensation Discussion and Analysis.” For fiscal year 2024, we achieved growth in Total revenues of 11.4% and growth in Net merchandise sales (constant currency) of 8.6% and achieved Adjusted operating income of $220.9 million, all of which were greater than the performance levels required for payment 100% of the portion of each executive officer’s annual cash incentive award based on corporate performance. (2) Represents the aggregate grant date fair value of the restricted stock awards and performance stock units granted to the Named Executive Officers in the relevant fiscal year in accordance with FASB Accounting Standards Codification ASC 718, “Share-Based Payment” (“ASC 718”). Stock awards granted in fiscal year 2024 vest over five years from the date of grant. (3) Represents portion of annual cash incentive where payment is based on achievement of individual performance factors. Such payments are not subject to a threshold but are subject to a maximum equal to the target amount. (4) Represents portion of annual cash incentive where payment is based on achievement of corporate performance factors. Such payments are subject to a threshold equal to 75% of the target amount and are subject to a maximum of 100%. (5) Award of restricted stock with time-based vesting. PriceSmart, Inc. Notice of 2025 Annual Meeting of Stockholders and Proxy Statement 37