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7.5 tons of wood saved; or the equivalent of 44 trees
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40,100 gallons of water saved; or the equivalent of 2 swimming pools
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47.8 million BTU’s saved; or the equivalent of 56 residential refrigerators operating for one year
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2,210 pounds of solid waste saved
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33,700 pounds of CO2 equivalent saved; or the equivalent of 3 cars operating for one year
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3 pounds of hazardous air pollutants saved
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Trust
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We conduct ourselves with honesty, openness and in a manner that is predictable and builds trust.
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Respect
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We treat each other as we want to be treated (golden rule). When appropriate, we disagree without being disagreeable.
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Accountability
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We take responsibility for our actions and ownership of results. We do what we commit to, both personally and as a team.
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Integrity
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We are honest, trustworthy and respectful to each other and ethical in all our activities.
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Teamwork
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We value collaboration at all levels. We believe that working as a team is more impactful and efficient than working alone.
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Sustainability
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AZZ employees must work safely at all times and fully abide by safety, health and environmental policies of the Company while looking out for our co-workers.
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Thomas E. Ferguson
Director, President and Chief Executive Officer |
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Daniel R. Feehan
Chair of the Board of Directors |
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![]() Time and Date:
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![]() Location:
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![]() Record Date:
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Tuesday, July 11, 2023,
10:00 a.m., local time |
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One Museum Place,
3100 West 7th Street, 4th Floor, Fort Worth, Texas 76107 |
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You can attend and vote your shares at the Annual Meeting if you were a shareholder of record of the Company’s Common Stock and Series A Preferred Stock (on an as converted basis) on the close of business on May 12, 2023 (the “Record Date”).
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ITEMS OF BUSINESS
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PROPOSALS
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Board Recommendation
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Page
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I.
Elect the ten (10) director nominees named in this Proxy Statement to serve on the Company’s Board of Directors, each for a one-year term.
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II.
Vote for an advisory approval of a non-binding resolution approving the Company’s executive compensation program.
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III.
Vote to approve AZZ Inc.’s 2023 Long-Term Incentive Plan.
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IV.
Vote for the ratification of the appointment of Grant Thornton LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending February 29, 2024.
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V.
To transact any other business which may properly come before the Annual Meeting or any adjournment.
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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS
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AZZ’s Proxy Statement and Fiscal Year 2023 Annual Report are available at www.proxyvote.com
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![]() Date and Time
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![]() Place
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![]() Notice
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![]() Voting
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![]() Record Date
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July 11, 2023,
10:00 a.m., local time |
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AZZ Inc., One Museum Place, 4th Floor,
3100 West 7th Street, Fort Worth, Texas 76107 |
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We distributed a Notice Regarding the Availability of Proxy Materials (the “Notice”) on or about May 30, 2023.
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Holders of shares of Common Stock and of shares of Series A Preferred Stock (on an as converted basis) as of the Record Date are entitled to vote
on all matters. |
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May 12, 2023
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VOTING MATTERS
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Item
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Company Proposals
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Board Vote
Recommendation |
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Page
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1.
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| | | Election of ten (10) director nominees named in this Proxy Statement. | | | |
FOR
each director nominee
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2.
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| | | Approval, on an advisory basis, of the Company’s executive compensation program. | | | |
FOR
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3.
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| | | Approval of AZZ Inc.’s 2023 Long-Term Incentive Plan. | | | |
FOR
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4.
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Ratification of the appointment of Grant Thornton, LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending February 29, 2024.
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FOR
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YOU CAN VOTE BY ANY OF THE FOLLOWING METHODS:
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![]() QR Code
Scan the QR code provided to vote online (www.proxyvote.com);
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![]() Internet
(www.proxyvote.com) until 11:59 p.m. Eastern Time, on July 10, 2023;
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![]() By Mail.
Completing, signing and returning your proxy or voting instruction card before July 11, 2023;
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![]() Telephone
(1-800-690-6903) until 11:59 p.m. Eastern Time, on July 10, 2023; or
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In person, at the Annual Meeting, if you are a shareholder of record as of the Record Date. You may deliver a completed proxy card or vote by ballot at the meeting.
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1
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Name
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Age
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Director Since
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Independent
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Other
Public Company Boards |
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Primary Occupation
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Daniel E. Berce
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69
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2000
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2
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President and Chief Executive Officer, General Motors Financial Company
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Paul Eisman
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67
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2016
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—
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Former President and Chief Executive Officer, Alon USA Energy, Inc.
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Daniel R. Feehan
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72
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2000
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2
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Chairman of the Board, FirstCash, Inc.
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Thomas E. Ferguson
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66
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2013
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—
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| | | President and Chief Executive Officer, AZZ Inc. | |
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Clive A. Grannum
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57
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2021
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—
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President, Performance Materials, Materion Corporation
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Carol R. Jackson
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51
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2021
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1
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Former President, Chief Executive Officer and Chairman of the Board, HarbisonWalker International
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David M. Kaden
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39
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2022
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—
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Managing Director, Blackstone Tactical Opportunities Group
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Venita McCellon-Allen
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63
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2016
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—
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Former President and Chief Operating Officer, Southwestern Electric Power Company
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Ed McGough
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62
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2017
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—
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Senior Vice President, Global Manufacturing and Technical Operations, Alcon, Inc.
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Steven R. Purvis
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58
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2015
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—
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Former Trustee and Portfolio Manager, Luther King Capital Management
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2
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2023 Proxy Statement
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HOW WE THINK ABOUT BOARD REFRESHMENT
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Mandatory Retirement
Age of 75 |
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Three new highly qualified Directors have joined AZZ’s Board over the past two years.
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The Average tenure of our Directors is 8.8 years.
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PRACTICE
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DESCRIPTION
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Board evaluations and refreshment
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The Board of Directors annually evaluates its performance as well as each committee and individual director performance. As part of the Board’s evaluation process, directors consider various topics related to Board composition, structure, effectiveness and responsibilities, as well as the overall mix of director skills, experience and backgrounds.
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Annual elections
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All directors are elected annually, which reinforces our Board of Directors’ accountability to shareholders.
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Executive sessions
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The independent Board members meet regularly in executive session.
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Majority voting standard
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Our Bylaws require that, in an uncontested election, each director will be elected by a majority of the votes cast. The number of shares voted “FOR” a director must exceed the number of shares voted “AGAINST” that director.
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Director resignation policy
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If a nominee in an uncontested election does not receive a majority of the votes cast, he or she is required to promptly tender a resignation to the Board of Directors that is subject to acceptance or rejection by the Board of Directors within 90 days from the date of the certification of the election results.
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15% special meeting threshold
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Shareholders owning 15% or more of AZZ’s outstanding stock have the right to call a special meeting of shareholders.
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One share, one vote
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Each share of AZZ Common Stock is entitled to one vote; each share of Series A Preferred Stock (on an as converted basis) is entitled to one vote.
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3
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PRACTICE
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DESCRIPTION
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Independence
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A majority of our directors must be independent. Currently, all of our directors other than our CEO are independent, and all of our committees consist exclusively of independent directors.
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Committee membership and leadership rotations
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The Nominating and Corporate Governance Committee reviews and recommends committee membership. The Board of Directors appoint members of its committees annually and rotates committee and committee chair assignments periodically.
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Diversity
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The Board of Directors, acting through the Nominating and Corporate Governance Committee, ensures the Company’s Board is diverse, including race, gender, tenure, age, professional expertise, skills and qualifications.
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Mandatory Retirement Age for Directors
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The Company has a policy requring its directors to retire at age 75. This encourages Board refreshment and provides additional opportunities to maintain a balanced mix of perspectives and experiences to effectively represent the long-term interests of shareholders.
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Director maximum outside Boards policy
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Directors are expected to serve on no more than four public company Boards (including our Board of Directors).
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Director orientation and education
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The Nominating and Corporate Governance Committee is responsible for overseeing the Company’s new director orientation program and reviewing the director continuing education process.
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Stock ownership
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The Company maintains stock ownership guidelines for the Company directors and executive officers.
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Strategy and risk oversight
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The Board has oversight responsibility for management’s establishment and execution of corporate strategy and has overall responsibility for the effective oversight of enterprise risk, whether financial, operational or strategic.
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Management development and succession planning
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Our Board periodically reviews and discusses with the Compensation Committee, the Chair of the Board and the Chief Executive Officer, potential successors to the Chief Executive Officer and other members of the Company’s executive management team.
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Sustainability & ESG
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The Board’s Nominating and Corporate Governance Committee provides oversight of the Company’s ESG policies and sustainability practices. With executive-level sponsorship and Board oversight of the programs, sustainability and ESG have top-down support and is a company-wide priority.
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Capital allocation
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We disclose our capital allocation policies and priorities and how they are overseen by the Board of Directors and its Committees.
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Performance linked to long-term strategy drives incentive awards
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A significant portion of our executive officers’ total compensation is based on the Company’s performance and the payouts are contingent upon the attainment of certain pre-established performance metrics and capped to minimize risk.
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4
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| |
2023 Proxy Statement
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APPROACH TO SUSTAINABILITY
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Our sustainability framework is integrated into our overall business strategy through our focus areas of environmental stewardship, social responsibility and corporate governance.
We strive to improve the efficiency of our operations, including increasing energy and resource efficiency, lowering greenhouse gas emissions, reducing water consumption, conserving natural resources and offering products and solutions with superior sustainability attributes that meet or exceed our customer’s needs.
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ESG OVERSIGHT STRUCTURE
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FISCAL YEAR 2023 ESG HIGHLIGHTS
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| During fiscal year 2023, we made significant progress on a number of ESG initiatives. | | |||
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Published our second corporate sustainability report, covering fiscal years 2020, 2021 and 2022.
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Engaged a third-party consultant to assist AZZ in further developing its ESG strategy, set ESG targets and to improve future operating efficiencies.
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Established ESG targets for our Metal Coatings and Precoat Metals segments.
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Engaged a third-party consultant to assist AZZ to begin collection of scope 3 emissions data and analytics.
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Developed methodologies for AZZ’s business segments to identify and track sales into the low carbon economy markets.
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AZZ was named as One of America’s Most Responsible Companies in 2023 by Newsweek.
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SUSTAINABILITY FRAMEWORK FOCUS AREAS
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Environmental
Stewardship |
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Social
Responsibility |
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Corporate
Governance |
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| We strive to provide high quality products and solutions to customers while maintaining compliance with environmental requirements and using raw materials in an environmentally conscious and sustainable manner. | | | | We believe that investing in our people, our communities and our business sustainably will drive long-term value for AZZ and its shareholders. | | | | The Nominating and Corporate Governance Committee provides Board-level oversight to the Sustainability Council, as well as oversight of AZZ’s ESG policies and practices. | |
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5
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ENVIRONMENTAL, HEALTH AND SAFETY GOALS
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Meet or exceed all applicable EHS regulations and company standards and continuously monitor and document our progress.
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Continuously improve on our environmental performance by monitoring our progress against stated EHS and sustainability targets to promote energy efficiency and to protect and sustain the environment.
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Train and equip our employees to identify and mitigate hazards associated with their job.
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Reduce our carbon footprint by minimizing emissions, energy and water usage and recycling materials where possible.
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Closely monitor our chemical consumption and waste generation in order to efficiently utilize raw materials and minimize and recycle non-product outputs.
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Focus on sourcing environmental solutions that will decrease AZZ’s environmental impact.
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Contribute to the development and administration of technically and economically sound environmental standards and compliance procedures through seeking input from professional trade groups, regulatory agencies, citizens’ organizations, subject matter experts and our stakeholders.
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Communicate our EHS and sustainability progress and targets to our stakeholders.
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6
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2023 Proxy Statement
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Our Culture
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•
AZZ understands the importance of employees who feel valued and united through shared beliefs and guiding principles.
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Our values shape our corporate culture, attract highly skilled employees and help them live and perform at their best.
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At AZZ, our employees’ well-being is a priority. We offer Market Place Chaplains and Employee Assistance Programs to all employees.
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We take pride in offering incentives that recognize employee efforts and programs to help improve their quality of life.
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We established the AZZ Cares Foundation to provide assistance to our employees and their families when a personal emergency, disaster or personal hardship occurs.
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AZZ Alertline is available 24/7 in six languages to address concerns and increase accountability.
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Our Commitment to Health and Safety
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We strive to incorporate continuous improvement in the health and safety of our facilities by establishing and monitoring our progress against our EHS and sustainability targets.
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We train and equip our employees to identify and mitigate safety hazards associated with their job.
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Our management teams oversee the implementation of training programs for operational safety and hazard reduction and regularly communicate EHS results to our employees.
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Our Commitment to Diversity and Inclusion
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More than 51% of our employees are diverse, as reported to the Equal Employment Opportunity Commission on an annual basis.
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We embrace the diversity of our employees, customers, vendors, suppliers, stakeholders and consumers, including their unique backgrounds, experiences, creative solutions, skills and talents.
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We seek to continuously improve our hiring, development, advancement and retention of a diverse talent pool and increase our overall diversity representation.
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Named in Newsweek’s list of America’s Most Responsible Companies in 2023
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Compensation Philosophy and Objectives
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| Our key compensation objectives are to | | |||||||||||||||
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attract and retain high performing, servant minded leaders;
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reward results, drive future strategic growth; and
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align the interests of our executive officers with those of our shareholders.
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7
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| A significant portion of our executive officers’ total compensation is based on the Company’s performance and the payouts are contingent upon the attainment of certain pre-established performance metrics and capped to minimize risk. | |
| Performance measures are highly correlated to the creation of shareholder value. | |
| We review and benchmark pay relative to the market median of our executive compensation industry peer group on an annual basis. | |
| Our executive compensation program is designed to drive long-term shareholder value and attract and retain high performing executive talent. | |
| We use annual cash incentive opportunities and equity-based awards to balance the Company’s short- and long-term performance objectives. | |
| Our equity awards are equally weighted between time-vested restricted stock units, which vest ratably over a three-year period, and performance share units, which requires achievement of a pre-determined financial performance metric over a three-year performance cycle. | |
| The Compensation Committee engages an independent executive compensation consultant. | |
| Our Compensation Committee conducts an annual review of all executive compensation program components to ensure alignment with our compensation objectives and the Company’s industry peers. | |
| We have a Compensation Recovery Policy to protect the Company in the event of a financial restatement or an executive officer engages in serious misconduct. | |
| We provide a limited number of employment agreements and executive perquisites. | |
| We have stock ownership guidelines for directors and executive officers. | |
| We grant equity awards with “double-trigger” vesting upon a change in control. | |
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| We do not provide tax gross ups. | |
| We do not recycle shares withheld for taxes. | |
| We do not permit pledging or hedging of Company securities. | |
| We do not pay accrued dividends or dividend equivalents on unearned RSUs or PSUs until the awards vest. | |
| We do not reprice underwater equity awards. | |
| We do not implement compensation or incentives that encourage unnecessary or excessive risk-taking. | |
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8
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2023 Proxy Statement
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Category
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Compensation Element
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Description
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Cash
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Base Salary
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Fixed annual cash compensation based upon experience and responsibilities of the position. Reviewed annually for potential adjustments based on market rates for each position, individual performance and scope of responsibilities.
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Annual Incentive Opportunity
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Annual cash incentive target for achievement of specific annual financial operating results and a qualitative component relating to the execution of individual performance goals which are consistent with AZZ’s fiscal year 2023 business transformation objectives specifically tailored to each NEO’s specialized skill set and responsibilities.
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Long-Term Incentives
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Restricted Stock Units
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Vest ratably over a three-year period. Settled in shares of AZZ Common Stock. Dividend equivalents accrue with respect to dividends awarded during the vesting period and are not settled until the underlying award vests.
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Performance Share Units
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Three-year pre-determined financial performance metric settled in shares of AZZ Common Stock. Dividend equivalents accrue during the vesting period and are not paid and settled until the underlying award vests.
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Retirement
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| | | 401(k) Plan | | | |
Qualified 401(k) plan available to all U.S. employees. The Company matches 100% of the first 1% and 50% of contributions between 2% and 6% (with a potential total Company match of 3.5%).
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Other
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Employment Agreements
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Sets standard benefits for an NEO and the CEO in the event of termination of employment from the Company.
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Executive Severance Plan
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Sets standard benefit guidelines for executives in the event of severance or upon a change in control (for all NEOs except for the Company’s CEO).
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Change-in-Control Agreement
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| | | Sets standard benefits for the Company’s CEO upon a change in control. | | ||||
| Other Benefits | | | | Executive supplemental disability insurance, financial planning services and annual physical exam. | |
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9
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THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE DIRECTOR NOMINEES LISTED BELOW.
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10
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2023 Proxy Statement
|
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DANIEL E. BERCE
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![]() Age: 69
Director Since: 2000
Board Committees:
•
Audit Committee (Chair)
•
Compensation Committee
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| |
Professional Highlights
Daniel E. Berce serves as President and Chief Executive Officer of General Motors Financial Company, Inc., a global provider of auto finance (formerly AmeriCredit Corp.) and has served in this capacity since its acquisition by General Motors Company in October 2010.
Mr. Berce also served as AmeriCredit Corp.’s Chief Executive Officer from 2005 until 2010, President from 2003 until 2010 and Chief Financial Officer from 1990 until 2003. He served as a director of Americredit Corp. from 1990 to 2010.
•
Before joining Americredit Corp., Mr. Berce was a partner with Coopers & Lybrand, an accounting firm.
•
Mr. Berce currently serves as a director of FirstCash, Inc., a publicly held international operator of retail pawn stores in the U.S. and Latin America, and chairman of Arlington Asset Investment Corp., a publicly held investment firm investing primarily in mortgage-related assets.
Reason for Nomination
We believe Mr. Berce’s qualifications to serve on the Company’s Board of Directors include his executive level leadership experience, his experience serving as a Chief Executive Officer of a publicly held company and as a director of multiple publicly held companies, as well as his knowledge of corporate governance, executive compensation, accounting and financial expertise.
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PAUL EISMAN
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![]() Age: 67
Director Since: 2016
Board Committees:
•
Audit Committee
•
Nominating and Corporate Governance Committee
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Professional Highlights
Paul Eisman formerly served as the President and Chief Executive Officer of Alon USA Energy, Inc., an independent refiner and marketer of petroleum products (“Alon”) from 2010 to 2016 and as a director and the President and Chief Executive Officer of Alon USA Partners, LP. He has more than 30 years of refining experience and executive level leadership expertise in refining production and retail business operations.
•
Prior to joining Alon in 2010, Mr. Eisman served as Executive Vice President of Refining and Marketing Operations with Frontier Oil Corporation from 2006 to 2010.
•
From 2003 to 2006, he served as Vice President of KBC Advanced Technologies, a leading consulting firm to the international refining industry.
•
Mr. Eisman served as Senior Vice President, Planning for Valero Energy Corporation from 2001 to 2002.
•
Mr. Eisman also served in various executive leadership roles at Diamond Shamrock Corporation from 1979 to 2001.
Reason for Nomination
We believe Mr. Eisman’s qualifications to serve on the Company’s Board of Directors include his extensive experience in various executive leadership positions in refining production and retail business operations.
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11
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DANIEL R. FEEHAN
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![]() Age: 72
Director Since: 2000
Chairman of the
Board Since: 2019 Board Committees:
•
Compensation Committee
•
Nominating and Corporate Governance Committee
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Professional Highlights
Daniel R. Feehan serves as Chairman of the Board of FirstCash, Inc., a publicly held international operator of retail pawn stores in the U.S and Latin America. Previously, Mr. Feehan served as a director of Cash America International, Inc. (“Cash America”) since 1984 and was Cash America’s Executive Chairman from November 2015 until Cash America’s merger with First Cash Financial Services, Inc. (now FirstCash, Inc.) in September 2016.
•
From 2000 to 2015, Mr. Feehan served as President and Chief Executive Officer of Cash America.
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From 1990 to 2000, he served as President and Chief Operating Officer of Cash America.
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Mr. Feehan also currently serves as a director of Enova International Inc., a publicly held leading provider of online financial services to non-prime consumers and small businesses.
Reason for Nomination
We believe Mr. Feehan’s qualifications to serve on the Company’s Board of Directors include his executive level leadership experience and ability to provide direction and oversight to the Company’s financial reporting and business controls, specifically his experience as a Chief Executive Officer of a publicly held company, experience in finance, accounting, strategic planning and experience serving as a director of multiple publicly held companies.
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THOMAS E. FERGUSON
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![]() Age: 66
Director Since: 2013
Board Committees:
•
None
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Professional Highlights
Thomas E. Ferguson has served as a non-independent director and as the Company’s President and Chief Executive Officer since 2013.
•
Prior to joining AZZ, he was a consultant and served as interim Chief Executive Officer of FlexSteel Pipeline Technologies, Inc., a provider of pipeline technology products and services in 2013.
•
Mr. Ferguson has also served in various executive level leadership roles with Flowserve Corporation, a publicly held global provider of fluid motion and control products, including Senior Vice President from 2006 to 2010, as President of Flow Solutions Group from 2010 to 2012, as President of Flowserve Pump Division from 2003 to 2009, as President of Flow Solutions Division from 2000 to 2002, as Vice President and General Manager of Flow Solutions Division North America from 1999 to 2000 and as Vice President of Marketing and Technology for Flow Solutions Division from 1997 to 1999. Mr. Ferguson retired from Flowserve Corporation in 2012.
Reason for Nomination
We believe Mr. Ferguson’s qualifications to serve on the Company’s Board of Directors include his considerable global business and leadership experience serving as an executive officer of a public company, his domestic and international strategic experience both in the industries in which AZZ operates, and his track record for helping businesses achieve exponential growth, both organically and through acquisitions in the global marketplace.
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12
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2023 Proxy Statement
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CLIVE A. GRANNUM
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![]() Age: 57
Director Since: 2021
Board Committees:
•
Audit Committee
•
Compensation Committee
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Professional Highlights
Clive A. Grannum has served as President, Performance Materials of Materion Corporation, a leading advanced materials supplier, since 2018.
•
Prior to joining Materion, Mr. Grannum served as Corporate Vice President, Corporate Officer and President — Global Chlorinated Organics at Olin Corporation, a global manufacturer and distributor of chemical products, from 2015 to 2016.
•
Prior to joining Olin, Mr. Grannum held a number of senior leadership roles at Dow Chemical Company, including President, Global Chlorinated Organics and SAFECHEM from 2014 to 2015; Global Managing Director, Plastics Additives, Global Chlorinated Organics and SAFECHEM from 2011 to 2014; and Vice President, Corporate Officer and Global Business Director, Plastics Additives from 2008 to 2011.
•
Prior to joining Dow Chemical, he served as the Vice President of Plastic Additives for Rohm and Haas Company, a global specialty chemical producer, from 2007 to 2008.
•
Mr. Grannum also currently serves as a director on the Boards of the Boys and Girls Clubs of Greater Saint Louis, an organization devoted to inspiring and enabling youth to reach their full potential, and MediNova N.Y., a non-profit organization that provides medical services free of charge to underprivileged communities.
Reason for Nomination
We believe Mr. Grannum’s qualifications to serve on the Company’s Board of Directors include his considerable executive leadership experience, experience in global manufacturing and strategic mergers and acquisitions, business development, process improvement, financial experience and transformational growth in manufacturing based industries.
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CAROL R. JACKSON
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![]() Age: 51
Director Since: 2021
Board Committees:
•
Compensation Committee
•
Nominating and Corporate Governance Committee
(Chair)
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Professional Highlights
Carol R. Jackson formerly served as President, Chief Executive Officer and Chairman of the Board of HarbisonWalker International, the largest supplier of ceramic refractories in the U.S. with operations in the U.S., Canada, Mexico, Europe, and Southeast Asia and commercial interests globally, from 2017 to 2023 and served as Corporate Officer, Senior Vice President and General Manager from 2014 to 2017.
•
Prior to joining HarbisonWalker, Ms. Jackson served as Corporate Officer, Vice President and General Manager of Carpenter Technology Corporation, a global leader in the development, manufacture, and distribution of cast/wrought and powder metal stainless steels and specialty alloys from 2011 to 2013.
•
Prior to joining Carpenter Technology, Ms. Jackson held various positions with PPG Industries, Inc., a global supplier of paints, chemicals, optical and specialty products and glass, from 1999-2011.
•
Ms. Jackson currently serves as a member of the Board of Directors and a member of the Audit, Nominating and Corporate Governance Committees, and Scientific Advisory Committees of Sensient Technologies Corporation, a leading global developer, manufacturer, and marketer of colors, flavors, and fragrances.
Reason for Nomination
We believe Ms. Jackson’s qualifications to serve on the Company’s Board of Directors include the depth and breadth of her experience in global business operations and industrial manufacturing, executive level leadership experience, mergers and acquisitions, legal experience and public Board experience in the steel and coatings industries.
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13
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DAVID M. KADEN
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![]() Age: 39
Director Since: 2022
Board Committees:
•
None
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Professional Highlights
David M. Kaden serves as a Managing Director in the Tactical Opportunities Group at Blackstone Inc, an alternative investment management company, (“Blackstone”), where he is involved in the execution of Blackstone’s investments.
•
Before joining Blackstone in 2015, Mr. Kaden worked at the White House where he was the Director for International Economics on the National Security Council and National Economic Council.
•
He previously served as the assistant chief of staff to the President and CEO of the Federal Reserve Bank of New York.
•
He currently serves as a member of the Board of Directors of ARKA, Draken International and LifeScience Logistics, all privately held companies.
Reason for Nomination
We believe Mr. Kaden’s qualifications to serve on the Board of Directors include his experience in analyzing corporate strategy and investment decisions across multiple industries, experience with Blackstone’s portfolio investments and his other directorships. Additionally, Mr. Kaden was appointed to serve on our Board pursuant to the Securities Purchase Agreement entered into by the Company with Blackstone in connection with the issuance of Convertible Notes to fund, in part, the acquisition of the Precoat Metals segment of Sequa Corporation in 2022. Pursuant to the Securities Purchase Agreement, Blackstone has the right to nominate one director to serve on our Board of Directors.
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VENITA MCCELLON-ALLEN
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![]() Age: 63
Director Since: 2016
Board Committees:
•
Audit Committee
•
Compensation Committee
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Professional Highlights
Venita McCellon-Allen formerly served as the President and Chief Operating Officer of Southwestern Electric Power Company (“SWEPCO”), a subsidiary of American Electric Power Company, Inc. (“AEP”), a public utility holding company which engages in the generation, transmission, and distribution of electricity for sale to retail and wholesale customers and held such office from 2010 to 2018.
•
She previously served as Executive Vice President — AEP Utilities East from 2009 to 2010 and Executive Vice President — AEP Utilities West from 2006 to 2009. From 2004 to 2006, Ms. McCellon-Allen served as Senior Vice President Shared Services of AEP responsible for information technology, supply chain management and human resources.
•
From 2000 to 2004, she served as Senior Vice President — Human Resources for Baylor Health Care System, a diversified health care holding company.
•
From 1995 to 2000, Ms. McCellon-Allen held various leadership roles at Central and South West Corp. (“CSW”), in operations, customer service, strategic planning and human resources. During 1997 to 2000, Ms. McCellon-Allen led CSW’s merger integration with AEP. In her last position at CSW, she served as Senior Vice President for Corporate Development and Customer Service.
Reason for Nomination
We believe Ms. McCellon-Allen’s qualifications to serve on the Board of Directors include her considerable business and executive level leadership experience in operations, corporate governance, external affairs, regulatory matters, merger integration, talent development and executive compensation all within and outside of the energy industry.
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14
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2023 Proxy Statement
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ED MCGOUGH
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![]() Age: 62
Director Since: 2017
Board Committees:
•
Compensation Committee (Chair)
•
Nominating and Corporate Governance Committee
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Professional Highlights
Ed McGough has served as the Senior Vice President of Global Manufacturing and Technical Operations at Alcon, Inc. (“Alcon”), since 2008. Alcon is the global leader in eye care developing, manufacturing and distributing innovative medical devices for eye care needs. Mr. McGough joined Alcon in 1991 as a Manager of Quality Assurance and Regulatory Affairs in Alcon’s Pennsylvania facility. He has held various other leadership positions at Alcon in both Fort Worth, Texas and Puerto Rico, including: Director of Quality Assurance from 1992 to 1994; Director of Operations from 1994 to 1996; Director of Manufacturing from 1996 to 2000; and Vice President and General Manager of Manufacturing in Fort Worth, Texas and Houston, Texas from 2000 to 2006. Following these roles, he has served as Vice President, Manufacturing, Pharmaceutical Operations, responsible for Alcon’s pharmaceutical plants in the United States, Brazil, Mexico, Spain, Belgium and France. Additionally, he has led the separation of the Alcon manufacturing plant operational systems from the company network to establish a more robust cyber security environment.
•
Prior to joining Alcon, Mr. McGough served in various quality engineering and management roles with Baxter Healthcare Corporation from 1983 to 1991.
Reason for Nomination
We believe Mr. McGough’s qualifications to serve on the Board of Directors include: (i) his executive level leadership and international experience in global manufacturing, distribution and global supply chain; and (ii) his experience integrating acquired medical device companies into Alcon which aligns well with our Company’s long term acquisition strategy.
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STEVEN R. PURVIS
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![]() Age: 58
Director Since: 2015
Board Committees:
•
Audit Committee
•
Nominating and Corporate Governance Committee
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Professional Highlights
Steven R. Purvis formerly served as a Principal of Luther King Capital Management, a provider of investment management services (“LKCM”), as an Equity Portfolio Manager responsible for the firm’s Small Cap, Small-Mid Cap and Mid Cap Investment Strategies until 2021. Mr. Purvis joined LKCM in 1996 and continues to serve as a Trustee to the LKCM Funds.
•
His prior roles include investment analyst responsibilities at Roulston Research from 1993 to 1996 and Waddell & Reed, Inc. from 1990 to 1993.
•
Mr. Purvis brings over 35 years of public market investment experience to the Company’s Board of Directors and has led and participated in many venture capital, private equity, and real estate investments.
•
Mr. Purvis currently serves as a Trustee for the Fort Worth Employees Retirement Fund.
•
Mr. Purvis is a Chartered Financial Analyst and earned both his B.A. and M.B.A. in Business Administration from the University of Missouri
Reason for Nomination
We believe Mr. Purvis’s qualifications for serving on the Board of Directors includes his distinguished career as a portfolio manager in the public equity markets with a focus on small to mid-cap companies, experience in analyzing corporate strategy and investment decisions across multiple industries and his ability to add an additional layer of financial analytics to the Board’s deliberations.
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15
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Summary of Director Experience,
Qualifications, Attributes and Skills |
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Berce
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Eisman
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Feehan
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Ferguson
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Grannum
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Jackson
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Kaden
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McCellon-Allen
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McGough
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Purvis
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CEO/Senior Executive Leadership Experience
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Financial Expertise
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Manufacturing and Distribution Expertise
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Technological Expertise
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International Experience
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Strategic Planning and Oversight
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Corporate Governance
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Mergers and Acquisitions
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Digital Technology
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Race/Ethnicity
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African American
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Asian/Pacific Islander
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White/Caucasian
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Hispanic/Latino
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Native American
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Gender
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Male
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Female
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16
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2023 Proxy Statement
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HOW WE THINK ABOUT BOARD REFRESHMENT
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Mandatory Retirement
Age of 75 |
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Three new highly qualified Directors have joined AZZ’s Board over the past two years.
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The Average tenure of our Directors is 8.8 years.
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17
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You may also obtain a copy of these documents by making a request to:
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AZZ Inc.
Investor Relations One Museum Place, Suite 500 3100 West 7th Street Fort Worth, TX 76107 |
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Telephone: 817-810-0095
Fax: 817-336-5354 Email: info@azz.com |
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SUSTAINABILITY FRAMEWORK FOCUS AREAS
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ENVIRONMENTAL STEWARDSHIP
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SOCIAL RESPONSIBILITY
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CORPORATE GOVERNANCE
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| We strive to provide high quality products and solutions to customers while maintaining compliance with environmental requirements and using raw materials in an environmentally conscious and sustainable manner. | | | | We believe that investing in our people, our communities and our business sustainably will drive long-term value for AZZ and its shareholders. | | | | The Nominating and Corporate Governance Committee provides Board-level oversight to the Sustainability Council and AZZ’s ESG policies and practices. | |
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18
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2023 Proxy Statement
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FISCAL YEAR ESG HIGHLIGHTS
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During fiscal year 2023, we made significant progress on a number of ESG initiatives.
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Published our second corporate sustainability report, covering fiscal years 2020, 2021 and 2022.
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Engaged a third-party consultant to assist AZZ in further developing its ESG strategy, set ESG targets and improve future operating efficiencies.
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Established ESG targets for our Metal Coatings and Precoat Metals segments.
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Engaged a third-party consultant to assist AZZ with collecting scope 3 emissions data and analytics.
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Developed methodologies for AZZ’s business segments to identify and track sales into the low carbon economy markets.
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AZZ was named as One of America’s Most Responsible Companies in 2023 by Newsweek.
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19
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OUR FOCUS CONTINUES TO BE TO ENHANCE OUR ESG PERFORMANCE BY:
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developing and setting targets for AZZ’s material ESG topics;
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enhancing strategies for performance efficiency improvements; and
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evaluating our clean technology investment opportunities consistent with our corporate strategy.
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WE STRIVE TO:
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improve the efficiency of our operations;
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focus on increasing energy and natural resource efficiency;
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lower greenhouse gas emissions;
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reduce water consumption; and
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provide sustainable, unmatched metal coating solutions that enhance the longevity and appearance of buildings, products and infrastructure that are essential to everyday life.
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20
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2023 Proxy Statement
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Trust
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We conduct ourselves with honesty, openness and in a manner that is predictable and builds trust.
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Respect
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| | We treat each other as we want to be treated (golden rule). When appropriate, we disagree without being disagreeable. | |
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Accountability
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| | We take responsibility for our actions and ownership of the results. We do what we commit to, both individually and as a team. | |
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Integrity
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We are honest, trustworthy and respectful to each other and ethical in all our business activities.
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Teamwork
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Sustainability
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| | AZZ employees must work safely at all times and fully abide by safety, health and environmental policies of the Company while looking out for our co-workers. | |
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21
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U.S. EMPLOYEES
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GLOBAL EMPLOYEES
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Women
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Men
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Women
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Men
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14.3%
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85.7%
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13.8%
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86.2%
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Under 20
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20 – 30
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31 – 40
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41 – 50
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51 – 60
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>61
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0.8%
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20.2%
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23.6%
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23.0%
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22.0%
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10.3%
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EMPLOYEE COMPENSATION AND BENEFITS
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HEALTH
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FINANCIAL
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WORK/LIFE
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Medical, Dental and Vision
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Medical Insurance Premium Reduction
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Health Screenings
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Prescription Drug Coverage
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24/7/365 Virtual and Telehealth Services
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Annual Free Flu Immunizations and Bio Screenings
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Employee Assistance Program
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Competitive Base Salaries
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Hourly Overtime and Shift Differential Pay
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Annual Cash Incentive Program
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Employee Stock Purchase Plan
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100% 401(k) match for the first 1% and 50% match between 2% and 6%
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Pre-tax Contributions to Eligible Savings Accounts
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Tuition reimbursement
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Company/Voluntary Life Insurance
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Paid Time Off and Holiday Pay and Flexible Work Arrangements
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Accidental Death & Dismemberment
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Paid Short-Term and Long-Term Disability
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Paid Sick and Safe Leave
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Family Emergency Leave
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Military Leave
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Marketplace Chaplains
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22
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2023 Proxy Statement
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23
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ENVIRONMENTAL, HEALTH AND SAFETY GOALS
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Meet or exceed all applicable EHS regulations and company standards and continuously monitor and document our progress.
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Continuously improve on our environmental performance by monitoring our progress against stated EHS and sustainability targets to promote energy efficiency and to protect and sustain the environment.
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Train and equip our employees to identify and mitigate hazards associated with their job.
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Reduce our carbon footprint by minimizing emissions, energy and water usage and recycling materials where possible.
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Closely monitor our chemical consumption and waste generation in order to efficiently utilize raw materials and minimize non-product outputs.
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Focus on sourcing environmental solutions that will decrease AZZ’s environmental impact.
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Contribute to the development and administration of technically and economically sound environmental standards and compliance procedures through seeking input from professional trade groups, regulatory agencies, citizens’ organizations, subject matter experts and our stakeholders.
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Communicate our EHS and sustainability progress and targets to our stakeholders.
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AZZ Inc. was named to Newsweek’s list of America’s Most Responsible Companies for 2023. This prestigious award is presented by Newsweek and Statista Inc., based upon publicly available key performance indicators derived from ESG reports and independent corporate reputation surveys about U.S. Citizens’ perception of company activities related to corporate social responsibility. AZZ was ranked 139 out of 500 domestic U.S. companies.
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Caring is our culture. AZZ established the AZZ Cares Foundation in 2018, a 501(c)(3) non-profit organization dedicated to providing charitable support and assistance to AZZ employees and their families when impacted by an emergency, disaster, or personal hardship. The Foundation also provides charitable financial support to other non-profits located in the communities in which AZZ employees live and work. More information on the AZZ Cares Foundation may be found at www.azzcaresfoundation.org.
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24
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2023 Proxy Statement
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AZZ recognizes the need to invest in the next generation of industry professionals. That commitment led AZZ to establish two fellowships in the Department of Materials Science and Engineering at Texas A&M University. The AZZ Faculty Fellowship in Materials Science and Engineering and the AZZ Graduate Fellowship in Materials Science and Engineering provide funds to support faculty and students in the department.
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Since 1980, Make-A-Wish has granted hundreds of thousands of one-of-a-kind wish experiences worldwide. Last year, Make-A-Wish of North Texas granted 304 wishes with the help of volunteers, donors and the community. AZZ has contributed to Make-A-Wish of North Texas’s two major fundraisers — Wranglers and Wishes and Wish Upon a Par. For the past several years, in addition to being a wish grantor, AZZ’s Senior Vice President of Marketing has served as a Council Member on the Southwest Regional Council of Make-A-Wish for over a decade.
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Ronald McDonald House of Fort Worth is a local charitable organization that provides a home away from home for families of critically ill children that are admitted into one of the local hospitals in Fort Worth. The Ronald McDonald House co-located with the Cook Children’s Hospital in Fort Worth frequently hosts families of hospitalized children for meals and a gathering place when not at the hospital with their child. Additionally, the Ronald McDonald House has two major fundraisers every year — Roadhouse and Wild Game Dinner — for which AZZ is a contributor.
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The AZZ Care Team (ACT) is a network of site-formed teams of servant leaders who discern the personal, professional and spiritual needs of their co-workers, their families and communities, and channel support to meet those needs when possible and appropriate. The purpose of ACT is to demonstrate unconditional care to every employee to foster a culture in which people have an opportunity to grow spiritually, personally and professionally.
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25
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BOARD-DRIVEN ENGAGEMENT
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Our Nominating and Corporate Governance Committee oversees the shareholder engagement process and regularly reviews and assesses shareholders’ input. Our Compensation Committee receives regular reports on shareholders’ input on compensation. Both our Chair of the Board and our executive management team play a central role in our Board of Directors’ shareholder engagement efforts. Our other directors may also participate in meetings with shareholders.
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COMMITMENT CODIFIED IN
GOVERNING DOCUMENTS |
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Our Corporate Governance Guidelines and our Nominating and Corporate Governance Committee’s charter codify our Board of Directors’ oversight of shareholder engagement; they reflect our Board of Directors’ understanding of the critical role shareholder engagement has as a routine part of our governance.
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Process Overview
|
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| Our Chair of the Board and members of our executive management team regularly engage with shareholders on a variety of topics and carefully consider the feedback we receive to take action when appropriate. | |
| We have increased our shareholder engagement communications, enhanced the Company’s strategic content and built stronger relationships with the investor community through our Senior Vice President of Marketing, communications and investor relations. | |
| The feedback we receive from our shareholders provides our board and executive management team with insights into the scope of topics important to our shareholders. | |
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Key Engagement Topics
Discussed with Shareholders |
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Board Composition, Refreshment and Diversity
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Board Oversight of Corporate Strategy and Risk Management
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Human Capital Management
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ESG Disclosure and Reporting
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Environmental and Social Issues
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Shareholder Engagement and Activism
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Year-round engagement and
board reporting |
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Our Investor Relations team conducts regular, year-round outreach to shareholders through in-person meetings, video conferences and by phone to obtain their feedback on our short- and long-term strategies and how our strategic initiatives lineup with macro and micro economic trends in the markets that we sell into and service. Our Investor Relations team provides periodic company updates throughout the year to our institutional shareholders, driving awareness of our significant corporate governance matters, environmental and social initiatives and any applicable changes in our Board or executive management.
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Transparent and informed
governance enhancements |
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Our Nominating and Corporate Governance Committee routinely reviews and provides feedback on our governance practices and policies, including our shareholder engagement practices. Shareholders’ feedback is regularly shared with our Board of Directors, its committees and management. In addition to shareholders’ sentiments, our Board of Directors considers trends in governance practices and regularly reviews the voting results of our shareholders’ meetings, the governance practices of our peers and current trends in governance.
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26
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2023 Proxy Statement
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ENGAGEMENT TOPICS
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Continuous focus on board refreshment and diversity
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Board oversight of ongoing strategic initiatives and enterprise risk management
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Sustainability, corporate responsibility and AZZ’s ESG commitments
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Human capital management
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Financial performance and deleveraging
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Shareholder engagement
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27
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Each director who was a member of the Board in fiscal year 2023 attended more than 75% of the regularly scheduled and special Board and Board committee meetings on which he or she served that were held during the fiscal year.
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28
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2023 Proxy Statement
|
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AUDIT COMMITTEE
|
| |||
![]() Daniel E. Berce* (Chair)
Members
•
Paul Eisman
•
Clive A. Grannum
•
Venita McCellon-Allen
•
Steven R. Purvis*
Independent Members: 5
*Financial Experts: 2
Number of Meetings in FY2023: 6
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Key Responsibilities
•
Oversees the Company’s accounting, auditing, financial reporting, systems of internal controls regarding finance and accounting and corporate finance strategy;
•
Directly responsible for the appointment, compensation, retention and oversight of the independent registered public accounting firm;
•
Pre-approves all auditing services and permitted non-audit services to be performed for the Company by its independent auditor;
•
Reviews and discusses with management (i) the guidelines and policies that govern the processes by which the Company assesses and manages its exposure to risk; and (ii) the Company’s major financial and other risk exposures including cybersecurity risk, and the steps management has taken to monitor and control such exposures;
•
Meets regularly in executive session with the Company’s management, internal and independent auditors; and
•
Reviews and approves any proposed related-party transactions consistent with the Company’s policy regarding such transactions and reports any findings to the full Board.
Independence / Qualifications
•
All Committee members are independent under the NYSE listing standards and the independence requirements applicable to Audit Committee members under SEC rules.
•
All Committee members are financially literate in accordance with NYSE listing standards and two members qualify as Audit Committee financial experts under SEC rules.
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COMPENSATION COMMITTEE
|
| |||
![]() Ed McGough (Chair)
Members
•
Daniel E. Berce
•
Daniel R. Feehan
•
Clive A. Grannum
•
Carol R. Jackson
•
Venita McCellon-Allen
Independent Members: 6
Number of Meetings in FY2023: 6
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Key Responsibilities
•
Establishes, oversees and adjusts the Company’s incentive-based compensation plans, sets compensation for our CEO and approves compensation for the other executive officers;
•
Reviews and discusses with management the Compensation Discussion & Analysis to be included in the Company’s annual report and proxy statement;
•
Reviews and approves employment agreements, severance agreements or other significant matters relating to the Company’s CEO and other executive officers, including the annual performance review of the CEO;
•
Assists the Board in its oversight of the development, implementation and effectiveness of our policies and strategies relating to our human capital management function, (including: recruiting; retention; career development; management succession; and diversity and employment practices);
•
Reviews with management and recommends to the Board changes in the Company’s compensation structure and programs and its competitiveness as an employer; and
•
Administers the Company’s Compensation Recovery Policy allowing AZZ to recoup incentive-based compensation paid to applicable officers and employees in the event of a financial restatement or misconduct.
Independence / Qualifications
•
All Committee members are independent under the NYSE listing standards and the independence requirements applicable to Compensation Committee members under NYSE rules and the heightened independence requirements under SEC rules.
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29
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NOMINATING AND CORPORATE GOVERNANCE COMMITTEE(1)
|
| |||
![]() Carol R. Jackson (Chair)(1)
Members
•
Daniel R. Feehan
•
Paul Eisman
•
Ed McGough
•
Steven R. Purvis
Independent Members: 5
Number of Meetings in FY2023: 4
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Key Responsibilities
•
Identifies potential individuals qualified to become members of the Board consistent with criteria approved by the Board;
•
Recommends director candidates to the Board for election at the annual meetings of shareholders or to fill vacancies pursuant to the Company’s Bylaws;
•
Recommends director nominees to the Board for each Board committee and the chair of the Board;
•
Responsible for establishing and overseeing AZZ’s Corporate Governance Guidelines, Code of Conduct and the director nomination process;
•
Provide oversight of AZZ’s ESG policies and sustainability practices that are of significance to AZZ and its shareholders;
•
Regularly reviews and makes recommendations to the Board regarding director compensation; and
•
Leads an annual process for evaluating the performance of the Board as a whole and each of the Board committees and report its findings and recommendations to the Board.
Independence / Qualifications
•
All Committee members are independent under the NYSE listing standards.
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30
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2023 Proxy Statement
|
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31
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32
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2023 Proxy Statement
|
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HIGH ROIC INVESTMENTS
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| We focus on organic growth, strategic customer partnerships, and productivity. | |
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ACQUISITIONS
|
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| We continue to prioritize opportunistic, highly accretive bolt-on acquisitions. | |
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REDUCE LEVERAGE
|
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We target a net leverage ratio of 3.0x.
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RETURN CAPITAL
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We are committed to sustaining dividends.
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33
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DIRECTORS STAND FOR ELECTION
ANNUALLY BY MAJORITY VOTE |
|
| Pursuant to AZZ’s Bylaws, all members of its Board of Directors are elected annually. Our Bylaws require that we use a majority voting standard in director elections. | |
|
OUR NON-EMPLOYEE DIRECTORS HOLD
REGULAR EXECUTIVE SESSIONS |
|
| AZZ’s non-employee directors meet in executive session at each regularly scheduled in person Board meeting without management present. | |
|
BOARD MEMBERS MAY SUBMIT AGENDA
ITEMS AND INFORMATION REQUESTS |
|
| Each Board member may request items to be placed on the agenda for Board meetings, raise subjects that are not on the agenda for that meeting or request information that has not otherwise been provided during the meeting. Additionally, the Chair of the Board reviews and approves all Board meeting schedules and agendas and consults with the CEO regarding other information sent to the Board in connection with Board meetings or other Board action items. | |
|
BOARD MEMBERS HAVE COMPLETE
ACCESS TO MANAGEMENT AND BOARD COMMITTEE CHAIRS |
|
| Each Board member has complete and open access to any member of the Company’s management team and to the Chair of each Board committee for the purpose of discussing any matter related to the work of such committee. | |
|
BOARD MEMBERS MAY REQUEST
SPECIAL BOARD MEETINGS |
|
| Special meetings of the Board may be called by the Chair of the Board or the Company’s CEO or Secretary at the request of any Board member. | |
|
THE BOARD OR ANY BOARD
COMMITTEE MAY RETAIN INDEPENDENT ADVISORS |
|
| The Board and each Board committee has the authority, at any time, to retain independent legal, financial and other advisors as they deem appropriate. | |
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INITIATION OF PROCESS
|
|
| | | | The annual Board and Board committee evaluation process is reviewed with the Board members by the Chair of the Board in advance of taking the surveys. | |
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DISCUSSION
|
|
| | | The evaluation responses are confidentially compiled by a third party and a summary report is provided to the Chair of the Board and each committee chair prior to the discussion of the results with the Board members. Committee chairs lead their respective committee evaluation discussions during executive session. | |
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34
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2023 Proxy Statement
|
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FOLLOW-UP
|
|
| | | The Chair of the Board shares a summary of the Board evaluation results which addresses any requests or enhancements in practices that may be applicable to the functionality of the Board or management’s quarterly reporting process. Committee chairs report on their respective committee evaluations to the full Board. | |
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35
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36
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| |
2023 Proxy Statement
|
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Highlights of our Non-Employee Director Compensation Program
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No Fees for Board or Committee Meeting Attendance: Meeting attendance is an expected part of Board service.
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Emphasis on Equity: There is an emphasis on equity in the overall compensation mix to further align interests with shareholders.
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Recognition of Special Roles: Special roles, such as Chair of the Board and Committee Chairs are fairly recognized for their additional time commitments.
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Robust Stock Ownership Guidelines: A guideline of five times the annual Board membership cash retainer supports alignment with shareholders’ interests.
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Formulaic Annual Equity Grants with Immediate Vesting: Equity awards are granted annually under a fixed-value formula with immediate vesting to support independence.
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Service
|
| | |
Fee Amount
|
| |||
| Annual Retainer for Board Service | | | | |
$
|
70,000
|
| |
| Annual Retainer for Board Chair Service | | | | |
$
|
60,000
|
| |
| Annual Audit Committee Chair Retainer | | | | |
$
|
10,000
|
| |
|
Annual Audit Committee Member Retainer
|
| | | | $ | 5,000 | | |
|
Annual Compensation Committee Chair Retainer
|
| | | | $ | 5,000 | | |
|
Annual Nominating and Corporate Governance Committee Chair Retainer
|
| | | | $ | 1,500 | | |
| |
|
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| |
37
|
|
| | | | |
FY2024
|
| | |
FY2025
|
| ||||||
|
Annual Retainer for Board Service
|
| | | | $ | 72,500 | | | | | | $ | 75,000 | | |
|
Annual Retainer for Board Chair Service
|
| | | | $ | 79,500 | | | | | | $ | 99,000 | | |
|
Annual Audit Committee Chair Retainer
|
| | | | $ | 17,000 | | | | | | $ | 24,000 | | |
|
Annual Compensation Committee Chair Retainer
|
| | | | $ | 10,625 | | | | | | $ | 16,250 | | |
|
Annual Nominating and Corporate Governance Committee Chair Retainer
|
| | | | $ | 7,625 | | | | | | $ | 13,750 | | |
|
Annual Audit Committee Member Retainer
|
| | | | $ | 7,500 | | | | | | $ | 10,000 | | |
|
Annual Compensation Committee Member Retainer
|
| | | | $ | 2,500 | | | | | | $ | 5,000 | | |
|
Annual Nominating and Corporate Governance Committee Member Retainer
|
| | | | $ | 2,500 | | | | | | $ | 5,000 | | |
|
Name
|
| | |
Fees
Earned or Paid in Cash |
| | |
Stock
Awards (1) |
| | |
Total
Compensation |
| |||||||||
|
Daniel E. Berce
|
| | | | $ | 85,000 | | | | | | $ | 104,996 | | | | | | $ | 189,996 | | |
|
Paul Eisman
|
| | | | $ | 75,000 | | | | | | $ | 104,996 | | | | | | $ | 179,996 | | |
|
Daniel R. Feehan(2)
|
| | | | $ | 131,329 | | | | | | $ | 104,996 | | | | | | $ | 236,325 | | |
|
Clive A. Grannum
|
| | | | $ | 75,000 | | | | | | $ | 104,996 | | | | | | $ | 179,996 | | |
|
Carol R. Jackson(2)
|
| | | | $ | 70,171 | | | | | | $ | 104,996 | | | | | | $ | 175,167 | | |
|
David M. Kaden
|
| | | | | — | | | | | | | — | | | | | | | — | | |
|
Venita McCellon-Allen
|
| | | | $ | 75,000 | | | | | | $ | 104,996 | | | | | | $ | 179,996 | | |
|
Ed McGough
|
| | | | $ | 75,000 | | | | | | $ | 104,996 | | | | | | $ | 179,996 | | |
|
Steven R. Purvis
|
| | | | $ | 75,000 | | | | | | $ | 104,996 | | | | | | $ | 179,996 | | |
| |
|
38
|
| |
2023 Proxy Statement
|
|
|
Name of Beneficial Owner
|
| | |
Amount and Nature of
Beneficial Ownership(1) |
| | |
Percent of
Common Stock Outstanding |
| | |
Shares of Unvested
RSUs and PSUs that Vest Within 60 Days of 4/28/2023 |
| |||||||||
|
Daniel E. Berce
|
| | | | | 57,640 | | | | | | | * | | | | | | | — | | |
|
Paul Eisman
|
| | | | | 18,397 | | | | | | | * | | | | | | | — | | |
|
Matt Emery
|
| | | | | 20,945 | | | | | | | | | | | | | | 7,211(2) | | |
|
Daniel R. Feehan
|
| | | | | 74,390 | | | | | | | * | | | | | | | — | | |
|
Thomas E. Ferguson
|
| | | | | 170,550 | | | | | | | * | | | | | | | 42,693(3) | | |
|
Clive A. Grannum
|
| | | | | 4,595 | | | | | | | * | | | | | | | | | |
|
Gary Hill(4)
|
| | | | | 36,592 | | | | | | | * | | | | | | | | | |
|
Carol R. Jackson
|
| | | | | 4,595 | | | | | | | * | | | | | | | — | | |
|
David M. Kaden(5)
|
| | | | | — | | | | | | | * | | | | | | | — | | |
| Ken Lavelle | | | | |
|
24,361
|
| | | | |
|
*
|
| | | | |
|
6,488(6)
|
| |
|
Tara D. Mackey
|
| | | | | 21,774 | | | | | | | * | | | | | | | 8,533(7) | | |
|
Venita McCellon-Allen
|
| | | | | 20,397 | | | | | | | * | | | | | | | — | | |
|
Ed McGough
|
| | | | | 13,756 | | | | | | | * | | | | | | | — | | |
|
Steven R. Purvis
|
| | | | | 17,312 | | | | | | | * | | | | | | | — | | |
|
Philip A. Schlom
|
| | | | | 10,238 | | | | | | | * | | | | | | | 7,466(8) | | |
|
Bryan Stovall
|
| | | | | 28,418 | | | | | | | * | | | | | | | 7,865(9) | | |
|
All Current Directors and Executive Officers as a Group (17 persons)
|
| | | |
|
526,960(10)
|
| | | | |
|
2.12%
|
| | | | |
|
95,502(10)
|
| |
| |
|
|
| |
39
|
|
| | | | | | | | |
Common Stock
|
| | |
Series A Convertible Preferred
Stock |
| ||||||||
| Name and Address of Beneficial Owner |
| | | Date of Schedule 13G/A Filing |
| | | Amount and Nature of Beneficial Ownership |
| | | Percent of Class |
| | | Amount and Nature of Beneficial Ownership |
| | | Percent of Class |
|
|
BlackRock, Inc.
55 East 52nd Street New York, NY 10055 |
| | |
January 26, 2023
|
| | |
4,141,019(1)
|
| | |
16.7%(2)
|
| | | | | | | | |
|
Funds affiliated with Blackstone
c/o Blackstone Inc. 345 Park Avenue New York, NY 10154 |
| | |
—
|
| | |
—
|
| | |
—
|
| | |
240,000(3)
|
| | |
100%
|
|
|
The Vanguard Group, Inc.
100 Vanguard Blvd. Malvern, PA 19355 |
| | |
February 9, 2023
|
| | |
2,762,380(1)
|
| | |
11.11%(2)
|
| | | | | | | | |
|
T. Rowe Price Associates, Inc.
100 East Pratt Street Baltimore, MD 21202 |
| | |
February 14, 2023
|
| | |
2,482,627(1)
|
| | |
10.0%(2)
|
| | | | | | | | |
|
Beneficial Owner
|
| | |
Sole Power
to Vote |
| | |
Shared
Power to Vote |
| | |
Sole Power to
Dispose |
| | |
Shared
Power to Dispose |
| ||||||||||||
|
Blackrock, Inc.
|
| | | | | 4,090,0320 | | | | | | | 0 | | | | | | | 4,141,0190 | | | | | | | 0 | | |
|
The Vanguard Group, Inc.
|
| | | | | 0 | | | | | | | 31,315 | | | | | | | 2,710,497 | | | | | | | 51,883 | | |
|
T. Rowe Price Associates, Inc.
|
| | | | | 656,601 | | | | | | | 0 | | | | | | | 2,482,627 | | | | | | | 0 | | |
| |
|
40
|
| |
2023 Proxy Statement
|
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| |
|
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| |
41
|
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42
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| |
2023 Proxy Statement
|
|
|
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| |
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPROVAL, ON A NON-BINDING ADVISORY BASIS, OF AZZ’S EXECUTIVE COMPENSATION PROGRAM.
|
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| |
|
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| |
43
|
|
|
FISCAL YEAR 2023 NAMED EXECUTIVE OFFICERS
|
| ||||||||||||||||
|
Name
|
| | |
Age
|
| | |
Position
|
| | |
Since
|
| | |
Previous Position
|
|
|
Thomas E. Ferguson
|
| | | 66 | | | | President and Chief Executive Officer | | | | 2013 | | | | Chief Executive Officer, FlexSteel Pipeline Technologies, Inc. | |
|
Philip Schlom
|
| | | 58 | | | | Senior Vice President and Chief Financial Officer | | | | 2020 | | | | Vice President – Finance, Audit, Controls and Continuous Improvement, Exterran Corporation | |
|
Matt Emery
|
| | | 56 | | | | Chief Information and Human Resources Officer | | | | 2016 | | | | Senior Director of Information Technologies – Hewlett Packard | |
|
Tara D. Mackey
|
| | | 53 | | | | Chief Legal Officer and Secretary | | | | 2014 | | | | Chief Legal Counsel and Corporate Secretary, First Parts, Inc. | |
|
Bryan Stovall
|
| | | 58 | | | | Chief Operating Officer – Metal Coatings | | | | 2020 | | | | President – AZZ Galvanizing Solutions, AZZ Inc. | |
|
Gary Hill(1)
|
| | | 58 | | | | Former Chief Operating Officer – Infrastructure Solutions | | | | 2020 | | | | President and General Manager – Industrial Platform, AZZ Inc. | |
|
Ken Lavelle(1)
|
| | | 66 | | | | Former President and General Manager – Electrical Platform | | | | 2017 | | | | President. Global Seals & Systems Operation, Flowserve Corporation | |
| |
|
44
|
| |
2023 Proxy Statement
|
|
|
During fiscal year 2023, the Company:
|
|
|
![]() |
| |
increased annual sales by 20.5% to $1.3 billion as compared to the prior year;
|
| | |
![]() |
| |
returned cash to shareholders through cash dividend payments totaling $22.7 million;
|
|
|
![]() |
| |
completed the purchase of Precoat Metals;
|
| | |
![]() |
| |
completed the divestiture of the Company’s Infrastructure Solutions segment related to the AIS Joint Venture;
|
|
|
![]() |
| |
met with over 142 current and prospective shareholders and participated in 14 shareholder conferences;
|
| | |
![]() |
| |
released its second ESG Report;
|
|
|
![]() |
| |
reduced debt by $237.5 million; and
|
| | |
![]() |
| |
improved operating efficiencies and productivity by increasing utilization of our digital galvanizing system (“DGS”) across additional Metal Coatings facilities.
|
|
|
WE FEEL THAT THE COMPANY IS WELL POSITIONED FOR THE FUTURE, AND WE WILL CONTINUE TO:
|
| |||||||||||||||||||||||||||
|
![]() |
| |
invest in new organic growth initiatives to drive future sales growth;
|
| |
![]() |
| |
execute on our mergers and acquisitions (“M&A”) strategy;
|
| |
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| |
ensure pricing discipline and manage operational costs to address inflation and changing economic conditions;
|
| |
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| |
reduce debt; and
|
| |
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| |
streamline the business seqments to execute on the Company’s long-term strategic plan.
|
|
| |
|
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| |
45
|
|
|
Our NEOs’ total compensation is comprised of a mix of base salary, annual short-term cash incentive compensation, and long-term incentive equity awards, as well as certain benefits. The graph to the right illustrates the Chief Executive Officer’s total compensation for fiscal years 2019 through 2023 in comparison with the Company’s stock performance. For additional detail see also the section below titled “Performance-Based Incentive Compensation”.
|
| |
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|
46
|
| |
2023 Proxy Statement
|
|
|
Active Named Executive Officer
|
| | |
Percent of Fiscal Year 2023
Pay At Risk |
| |||
|
Thomas E. Ferguson
|
| | | | | 78% | | |
|
Philip Schlom
|
| | | | | 67% | | |
| Matt Emery | | | | |
|
64%
|
| |
| Tara Mackey | | | | |
|
65%
|
| |
|
Bryan Stovall
|
| | | | | 72% | | |
|
TSR Percentile
|
| | |
Payout
|
| |||
| 100% | | | | |
|
200%
|
| |
|
50%
|
| | | | | 100% | | |
| 25% | | | | |
|
50%
|
| |
| <25% | | | | |
|
0%
|
| |
| |
|
|
| |
47
|
|
|
Name
|
| | |
Grant
Date Target Value |
| | |
Target #
of PSUs Granted at Target |
| | |
Payout
Total # of Shares Earned(1) |
| | |
Market
Value(2) |
| ||||||||||||
|
Thomas W. Ferguson
|
| | | | $ | 750,000 | | | | | | | 27,184 | | | | | | | 18,804 | | | | | | $ | 764,400 | | |
|
Philip Schlom
|
| | | | $ | 112,500 | | | | | | | 4,078 | | | | | | | 2,821 | | | | | | $ | 114,671 | | |
|
Matt Emery
|
| | | | $ | 125,000 | | | | | | | 4,531 | | | | | | | 3,134 | | | | | | $ | 127,409 | | |
|
Tara D. Mackey
|
| | | | $ | 150,000 | | | | | | | 5,437 | | | | | | | 3,761 | | | | | | $ | 152,886 | | |
|
Bryan Stovall
|
| | | | $ | 100,000 | | | | | | | 3,625 | | | | | | | 2,508 | | | | | | $ | 101,933 | | |
|
Gary Hill(3)
|
| | | | $ | 125,000 | | | | | | | 4,531 | | | | | | | — | | | | | | | — | | |
|
Ken Lavelle
|
| | | | $ | 125,000 | | | | | | | 4,531 | | | | | | | 3,134 | | | | | | $ | 127,409 | | |
|
![]() |
|
| A significant portion of our executive officers’ total compensation is based upon the Company’s performance, and the payouts are contingent upon the attainment of certain pre-established performance metrics and capped to minimize risk. | |
| The Compensation Committee engages an independent executive compensation consultant. | |
| Performance measures are highly correlated to the creation of shareholder value. | |
| Our Compensation Committee conducts an annual review of all executive compensation program components to ensure alignment with our compensation objectives. | |
| We review and benchmark pay relative to the market median of our executive compensation industry peer group on an annual basis. | |
| We have a Compensation Recovery Policy to protect the Company in the event of a financial restatement or an executive officer engages in serious misconduct. | |
| |
|
48
|
| |
2023 Proxy Statement
|
|
| Our executive compensation program is designed to drive long-term shareholder value and attract and retain high performance executive talent. | |
| We provide a limited number of employment agreements and executive perquisites. | |
| We use annual cash incentive opportunities and equity-based awards to balance the Company’s short- and long-term performance objectives. | |
| We have stock ownership guidelines for directors and executive officers. | |
| Our equity awards are equally weighted between time-vested RSUs, which vest ratably over a three-year period, and PSUs, which emphasize achievement of a pre-determined financial performance metric over a three-year performance cycle. | |
| We grant equity awards with “double-trigger” vesting upon a change in control. | |
|
![]() |
|
| We do not provide tax gross ups. | |
| We do not pay accrued dividends or dividend equivalents on unearned RSUs or PSUs unless and until they vest. | |
| We do not recycle shares withheld for taxes. | |
| We do not reprice underwater equity awards. | |
| We do not permit pledging or hedging of Company securities. | |
| We do not implement compensation or incentives that encourage unnecessary or excessive risk-taking. | |
| |
|
|
| |
49
|
|
|
•
Altra Industrial Motion Corp.
|
| |
•
Littelfuse, Inc.
|
|
|
•
Chart Industries, Inc.
|
| |
•
LSI Industries Inc.
|
|
|
•
Encore Wire Corporation
|
| |
•
Powell Industries, Inc.
|
|
|
•
ESCO Technologies Inc.
|
| |
•
Preformed Line Products Company
|
|
|
•
L.B. Foster Company
|
| |
•
Team, Inc.
|
|
|
•
Franklin Electric Co., Inc.
|
| |
•
Valmont Industries, Inc.
|
|
|
•
Generac Holdings, Inc.
|
| |
•
Woodward, Inc.
|
|
|
•
Haynes International, Inc.
|
| | | |
|
•
The executive’s contributions and performance;
|
|
|
•
Market levels of compensation for positions comparable to the executive’s position;
|
|
|
•
The executive’s roles and responsibilities, including the executive’s tenure in such role; and
|
|
|
•
The executive’s experience and management responsibilities.
|
|
| |
|
50
|
| |
2023 Proxy Statement
|
|
|
98.3%
Approval |
| | |
Shareholders demonstrated strong support of our executive compensation program, with 98.3% of the votes cast approving our “say-on-pay” proposal at our 2022 annual meeting of shareholders.
|
|
| |
|
|
| |
51
|
|
| |
|
52
|
| |
2023 Proxy Statement
|
|
|
Category
|
| | |
Compensation Element
|
| | |
Description
|
|
|
Cash
|
| | |
Base Salary
|
| | |
Fixed cash compensation based upon experience and on responsibilities of the position. Reviewed annually for potential adjustments based on market rates for each position, individual performance and scope of responsibilities.
|
|
|
Annual Incentive Opportunity
|
| | |
Annual cash incentive for achievement of specific annual financial operating results and a qualitative component relating to the execution of individual performance goals which are consistent with AZZ’s fiscal year 2023 business transformation objectives specifically tailored to each NEO’s specialized skill set.
|
| ||||
|
Long-Term Incentives
|
| | |
Restricted Stock Units
|
| | |
Vest ratably over a three-year period. Settled in shares of AZZ Common Stock. Dividend equivalents accrue with respect to dividends awarded during the vesting period and are not settled until the underlying award vests.
|
|
|
Performance Share Units
|
| | |
Three-year pre-determined financial performance metric settled in shares of AZZ Common Stock. Dividend equivalents accrue during the vesting period and are not paid and settled until the underlying award vests.
|
| ||||
|
Retirement
|
| | | 401(k) Plan | | | |
Qualified 401(k) plan available to all U.S. employees. The Company matches 100% of the first 1% and 50% of contributions between 2% and 6% (with a potential total Company match of 3.5%).
|
|
|
Other
|
| | |
Employment Agreements
|
| | |
Sets standard benefits for an NEO and the CEO in the event of termination of employment from the Company.
|
|
|
Executive Severance Plan
|
| | | Sets standard benefits for executives in the event of severance or upon a change in control (for all NEOs except for the Company’s CEO). | | ||||
| Change-in-Control Agreement | | | | Sets standard benefits for the Company’s CEO upon a change in control. | | ||||
| Other Benefits | | | |
Executive supplemental disability insurance, financial planning services and annual physical exam.
|
|
| |
|
|
| |
53
|
|
|
Name
|
| | |
FY2022 Base
Salary |
| | |
Percent
Change |
| | |
FY2023 Base
Salary |
| | |
Actual Base
Salary Earned During FY2023 |
| ||||||||||||
|
Thomas E. Ferguson
|
| | | | $ | 895,482 | | | | | | | 5% | | | | | | $ | 940,256 | | | | | | $ | 932,794 | | |
|
Philip Schlom
|
| | | | $ | 365,750 | | | | | | | 15% | | | | | | $ | 420,613 | | | | | | $ | 411,469 | | |
|
Tara D. Mackey
|
| | | | $ | 372,315 | | | | | | | 5% | | | | | | $ | 390,931 | | | | | | $ | 387,828 | | |
|
Matt Emery(1)
|
| | | | | — | | | | | | | — | | | | | | $ | 339,395 | | | | | | $ | 336,702 | | |
|
Bryan Stovall
|
| | | | $ | 367,500 | | | | | | | 15.5% | | | | | | $ | 424,463 | | | | | | $ | 418,032 | | |
|
Gary Hill
|
| | | | $ | 365,650 | | | | | | | 3% | | | | | | $ | 376,620 | | | | | | $ | 338,088 | | |
|
Ken Lavelle(1)
|
| | | | | — | | | | | | | — | | | | | | $ | 332,736 | | | | | | $ | 331,648 | | |
|
![]() |
| |||
|
Mr. Ferguson
|
| | FY2023 Performance Results | |
| | | |
•
Led the successful acquisition of Precoat Metals and the divestiture of 60% of AZZ’s Infrastructure Solutions segment to further execute on the Company’s strategy to become a predominantly metal coatings company.
•
Led AZZ in generating its 36th consecutive year of profitability and generated strong cash flows from continuing operations resulting in sales growth of 20.5%.
•
Supported an increased focus on AZZ’s ESG commitments initiatives.
•
Continued focus on diversity and inclusion in talent decisions with diverse candidates for fiscal year 2023, which led to a 13% increase in the number of diverse leadership hires from the previous year.
•
Continued growth of the leadership bench across the Company’s footprint through robust succession planning, training and development programs.
|
|
| |
|
54
|
| |
2023 Proxy Statement
|
|
|
![]() |
| |||
|
Mr. Schlom
|
| | FY2023 Performance Results | |
| | | |
•
Recapitalized the Company in difficult credit markets to support the acquisition of Precoat Metals.
•
Successfully led the financial due diligence of the Precoat Metals acquisition and the divestiture of the non-controlling 60% interest in the Company’s Infrastructure Solutions segment to Fernweh.
•
Drove the complex financial accounting related to transforming the Company through a large business combination transaction, including valuation work on assets acquired and divested.
•
Successfully renewed and expanded AZZ’s insurance program in a difficult and hardened market, reducing premium costs year-over-year without taking on significant new risks or exposures.
|
|
|
![]() |
| |||
|
Mr. Emery
|
| | FY2023 Performance Results | |
| | | |
•
Led IT and HR due diligence efforts for the Precoat Metals acquisition.
•
Transitioned all Precoat Metals human resources systems, health and retirement plans (401(k) and pension plans) from Sequa Corporation.
•
Transitioned all Precoat Metals IT infrastructure and services from Sequa Corporation.
•
Led the Transition Services Agreement for various services that had to be carved out of AZZ’s operating systems following the AIS Divestiture (e.g. payroll, finance and IT services).
•
Managed AZZ’s IT and HR team to deliver all business transition and compliance requirements within its fiscal year 2023 budget and restructured departments and cost structures to align with future business segments.
|
|
|
![]() |
| |||
|
Ms. Mackey
|
| | FY2023 Performance Results | |
| | | |
•
Successfully managed all legal matters for the Company including providing commercial contract support to the business segments, settling various lawsuits and commercial disputes with no material settlement payouts.
•
Led AZZ’s further ESG strategy development initiatives and established AZZ’s initial ESG targets to advance the Company’s commitment to sustainability, and completed and published AZZ’s second ESG Report.
•
Completed two transformational M&A deals during the year — the acquisition of Precoat Metals and disposition of AZZ’s majority interest in its Infrastructure Solutions business segment via the AIS Joint Venture.
•
Successfully garnered over 98% of the Company’s outstanding and voted shares of Common Stock to amend the Company’s charter documents to permit the establishment and issuance of Series A Preferred Stock to Blackstone which helped fund the acquisition of Precoat Metals in May 2022.
•
Managed the AZZ Cares Foundation’s applications for assistance, grants, annual registrations and filings.
•
Provided legal support for AZZ’s new $450 million credit facility and $1.5 billion in Term B Notes negotiated and syndicated during the fiscal year.
|
|
| |
|
|
| |
55
|
|
|
![]() |
| |||
|
Mr. Stovall
|
| |
FY2023 Performance Results
|
|
| | | |
•
Successfully led AZZ’s Metal Coatings segment to achieve record sales and EBITDA of $637.0 million and $189,0 million, respectively.
•
Drove the record production of 1.7 billion pounds of galvanized steel and maintained profit margins while navigating inflationary cost increases in labor and raw materials, including zinc.
•
Continued to develop the bench strength and leadership of the Metal Coatings segment, which has led to a completed succession plan.
•
Acquired and successfully transitioned three galvanizing facilities into the Metal Coatings segment expanding AZZ’s network of plants.
|
|
|
![]() |
| |||
|
Mr. Hill
|
| | FY2023 Performance Results | |
| | | |
•
Sustained the Company’s Infrastructure Solutions segment operations, minimized business interruptions and kept the business segments leadership team focused on the execution of its annual forecast, as the Company entered into due diligence related to the AIS Divestiture.
•
Supported a smooth, effective and complete transition of the Infrastructure Solutions segment to the new majority interest holder of the AIS Joint Venture.
•
Led the Infrastructure Solutions segment in achieving its financial operating budget for fiscal year 2023.
|
|
|
![]() |
| |||
|
Mr. Lavelle
|
| | FY2023 Performance Results | |
| | | |
•
Successfully led AZZ’s Electrical platform within the Infrastructure Solutions business segment and drove significant year-over-year improvement in operating income across the Electrical platform entities through the close of the AIS Divestiture, including achieving TRIR below 0.5, a Net Promoter Score average above 9.35 out of 10, and maintaining outstanding customer relations.
•
Led several cost-recovery initiatives from the Electrical platform customers that had contracts impacted by inflationary cost increases resulting from post COVID supply chain challenges.
•
Closed largest new AIS Electrical platform contract in business segment history, which resulted in timely delivery of units with high customer satisfaction.
•
Supported the AIS Divestiture, including (i) the presentation of all Electrical business due diligence data, (ii) participation in in-depth due diligence trips to various AIS operating sites within Fernweh, the new AIS Joint Venture majority owner, and (iii) spear heading the CIFIUS filing required for the AIS Divestiture, which received governmental approval.
•
Assisted in the retention of top-talent at various levels of the Infrastructure Solutions segment that could have been affected by the AIS Divestiture.
|
|
| |
|
56
|
| |
2023 Proxy Statement
|
|
|
Named Executive Officer
|
| | |
FY2023 Target %
|
| |||
| Thomas E. Ferguson | | | | |
|
100%
|
| |
|
Philip A. Schlom
|
| | | | | 70% | | |
|
Matt Emery
|
| | | | | 60% | | |
| Tara D. Mackey | | | | |
|
60%
|
| |
| Bryan Stovall | | | | |
|
80%
|
| |
| Gary Hill | | | | |
|
60%
|
| |
|
Ken Lavelle
|
| | | | | 55% | | |
| % of Performance Target Achievement |
| | | % of Target Bonus Opportunity Earned |
|
|
<51
|
| | |
0%
|
|
|
100
|
| | |
100%
|
|
|
125
|
| | |
200%
|
|
| |
|
|
| |
57
|
|
|
Named
Executive Officer |
| | |
Weight
|
| | |
Performance Measure
|
| | |
FY2023
Target Performance Goal |
| | |
FY2023
Achieved Performance |
| | |
% of
Target Performance Achieved |
| ||||||||||||
|
Mr. Ferguson
|
| | | | | 75% | | | | |
Adjusted Earnings Per Share (“Adjusted EPS”)(1)
|
| | | | $ | 3.81 | | | | | | $ | 4.01 | | | | | | | 105% | | |
| | | 25% | | | | |
Qualitative(2)
|
| | | | | | | | | | | | | | | | | | | 120% | | | ||||
|
Mr. Schlom
|
| | | | | 85% | | | | |
Adjusted EPS(1)
|
| | | | $ | 3.81 | | | | | | $ | 4.01 | | | | | | | 105% | | |
| | | 15% | | | | |
Qualitative(2)
|
| | | | | | | | | | | | | | | | | | | 50% | | | ||||
|
Mr. Emery
|
| | | | | 85% | | | | |
Adjusted EPS(1)
|
| | | | $ | 3.81 | | | | | | $ | 4.01 | | | | | | | 105% | | |
| | | 15% | | | | |
Qualitative(2)
|
| | | | | | | | | | | | | | | | | | | 120% | | | ||||
|
Ms. Mackey
|
| | | | | 85% | | | | |
Adjusted EPS(1)
|
| | | | $ | 3.81 | | | | | | $ | 4.01 | | | | | | | 105% | | |
| | | 15% | | | | |
Qualitative(2)
|
| | | | | | | | | | | | | | | | | | | 150% | | | ||||
|
Mr. Stovall
|
| | | | | 35% | | | | |
Adjusted EPS(1)
|
| | | | $ | 3.81 | | | | | | $ | 4.01 | | | | | | | 105% | | |
| | | 25% | | | | |
Metal Coatings Segment RONA(3)
|
| | | | | 15.3% | | | | | | | 19.5% | | | | | | | 127% | | | ||||
| |
|
25%
|
| | | | Metal Coatings Segment Operating Income(4) | | | | | | (5) | | | | | | | (5) | | | | | |
|
125%
|
| | ||||
| | | 15% | | | | |
Qualitative(2)
|
| | | | | | | | | | | | | | | | | | | 150% | | | ||||
|
Mr. Hill
|
| | | | | 20% | | | | |
Adjusted EPS(1)
|
| | | | $ | 2.32 | | | | | | $ | 2.32 | | | | | | | 100% | | |
| | | 25% | | | | |
Infrastructure Solutions Segment RONA(3)
|
| | | | | 4.19% | | | | | | | 4.82% | | | | | | | 115% | | | ||||
| |
|
25%
|
| | | |
Infrastructure Solutions Segment Operating Income(4)
|
| | | | | (6) | | | | | | | (6) | | | | | |
|
109%
|
| | ||||
| | | 15% | | | | |
Qualitative(2)
|
| | | | | | | | | | | | | | | | | | | 100% | | | ||||
|
Mr. Lavelle
|
| | | | | 100% | | | | | Adjusted EPS(1) | | | | | $ | 3.81 | | | | | | $ | 4.01 | | | | | | | 105% | | |
| |
|
58
|
| |
2023 Proxy Statement
|
|
|
Named Executive Officer
|
| | |
Target as a %
of Base Salary |
| | |
Actual Payout
as % of Base Salary |
| | |
Target
Amount ($) |
| | |
Actual Payout
($)(1) |
| ||||||||||||
|
Thomas Ferguson
|
| | | | | 100% | | | | | | | 120% | | | | | | | 940,256 | | | | | | | 1,119,353 | | |
|
Philip Schlom
|
| | | | | 70% | | | | | | | 109.5% | | | | | | | 294,429 | | | | | | | 315,391 | | |
|
Tara D. Mackey
|
| | | | | 60% | | | | | | | 124.5% | | | | | | | 234,559 | | | | | | | 289,708 | | |
|
Matt Emery
|
| | | | | 60% | | | | | | | 120% | | | | | | | 203,637 | | | | | | | 242,425 | | |
|
Bryan Stovall
|
| | | | | 80% | | | | | | | 164.5% | | | | | | | 339,570 | | | | | | | 550,130 | | |
|
Gary Hill(2)
|
| | | | | 60% | | | | | | | 100% | | | | | | | 225,972 | | | | | | | 134,182 | | |
|
Ken Lavelle
|
| | | | | 55% | | | | | | | 120% | | | | | | | 183,005 | | | | | | | 218,888 | | |
| |
|
|
| |
59
|
|
|
![]() |
| |
the practice of granting annual equity awards only once every year after annual final results are released;
|
| | |
![]() |
| |
the emphasis placed on equity in the mix of total compensation;
|
|
|
![]() |
| |
the officer’s experience and performance;
|
| | |
![]() |
| |
the scope, responsibility and the potential business impact of the NEO’s position;
|
|
|
![]() |
| |
the perceived retention value of the total compensation package in light of the competitive labor market;
|
| | |
![]() |
| |
alignment with AZZ’s compensation philosophy and objectives;
|
|
|
![]() |
| |
cost and dilution impact;
|
| | |
![]() |
| |
grant practices and award structures of our Executive Compensation Peer Group; and
|
|
|
![]() |
| |
data analytics and advice from Meridan.
|
| | |
|
| |
|
|
| |
|
60
|
| |
2023 Proxy Statement
|
|
|
TSR
% Ranking Achieved(1) |
| | |
% of Target Award
Payout |
|
|
<25%
|
| | |
0%
|
|
|
25%
|
| | |
50%
|
|
|
50%
|
| | |
100%
|
|
|
100%
|
| | |
200%
|
|
|
Name
|
| | |
% of
Base Salary |
| | |
TOTAL
RSU Grant Value(1) |
| | |
Number
of RSUs(2) |
| | |
Total
PSU Grant Value(1) |
| | |
Number of
PSUs at Target |
| |||||||||||||||
|
Thomas Ferguson
|
| | | | | 200 | | | | | | $ | 1,128,307 | | | | | | | 23,899 | | | | | | $ | 940,256 | | | | | | | 19,916 | | |
|
Philip Schlom
|
| | | | | 100 | | | | | | $ | 294,429 | | | | | | | 6,236 | | | | | | $ | 210,306 | | | | | | | 4,454 | | |
|
Matt Emery
|
| | | | | 85 | | | | | | $ | 212,122 | | | | | | | 4,493 | | | | | | $ | 144,243 | | | | | | | 3,055 | | |
|
Tara D. Mackey
|
| | | | | 85 | | | | | | $ | 244,332 | | | | | | | 5,175 | | | | | | $ | 166,146 | | | | | | | 3,519 | | |
|
Bryan Stovall
|
| | | | | 100 | | | | | | $ | 297,124 | | | | | | | 6,293 | | | | | | $ | 212,231 | | | | | | | 4,495 | | |
|
Gary Hill
|
| | | | | 85 | | | | | | $ | 160,063 | | | | | | | 3,390 | | | | | | $ | 160,064 | | | | | | | 3,390 | | |
|
Ken Lavelle
|
| | | | | 75 | | | | | | $ | 125,000 | | | | | | | 2,647 | | | | | | $ | 125,000 | | | | | | | 2,647 | | |
| |
|
|
| |
61
|
|
| |
|
62
|
| |
2023 Proxy Statement
|
|
| |
|
|
| |
63
|
|
|
Position
|
| | |
Ownership Requirement
|
|
|
Chief Executive Officer
|
| | |
4 x Base Salary or a Minimum of 100,000 Shares
|
|
|
Chief Financial Officer, Chief Operating Officer
and Senior Vice Presidents |
| | |
3 x Base Salary or a Minimum of 30,000 Shares
|
|
|
Vice Presidents and other Officers
|
| | |
1 x Base Salary or a Minimum of 7,500 Shares
|
|
| |
|
64
|
| |
2023 Proxy Statement
|
|
|
Ed McGough, (Chair)
|
| |
![]() |
|
| Daniel E. Berce | | |||
| Daniel R. Feehan | | |||
| Clive A. Grannum | | |||
| Carol R. Jackson | | |||
| Venita McCellon-Allen | |
| |
|
|
| |
65
|
|
|
Name and
Principal Position |
| | |
Year
|
| | |
Salary
($) |
| | |
Bonus
($) |
| | |
Stock
Awards/ RSUs ($)(1) |
| | |
Option
/SARs Awards ($) |
| | |
Non-Equity
Incentive Plan Compensation ($)(2) |
| | |
Change in
Pension Value and Nonquali- fied Deferred Compensation Earnings ($) |
| | |
All Other
Compensation ($)(3) |
| | |
Total
($) |
| |||||||||||||||||||||||||||
|
Thomas E. Ferguson
President & Chief Executive Officer |
| | | | | 2023 | | | | | | | 932,794 | | | | | | | — | | | | | | | 2,146,657 | | | | | | | — | | | | | | | 1,119,353 | | | | | | | — | | | | | | | 29,977 | | | | | | | 4,228,781 | | |
| | | 2022 | | | | | | | 870,608 | | | | | | | — | | | | | | | 2,052,510 | | | | | | | — | | | | | | | 1,190,991 | | | | | | | — | | | | | | | 27,159 | | | | | | | 4,141,268 | | | ||||
| | | 2021 | | | | | | | 746,235 | | | | | | | — | | | | | | | 1,680,786 | | | | | | | — | | | | | | | 776,085 | | | | | | | — | | | | | | | 20,883 | | | | | | | 3,223,989 | | | ||||
|
Philip Schlom
Senior Vice President & Chief Financial Officer |
| | | | | 2023 | | | | | | | 411,469 | | | | | | | — | | | | | | | 520,031 | | | | | | | — | | | | | | | 315,391 | | | | | | | — | | | | | | | 17,519 | | | | | | | 1,264,410 | | |
| | | 2022 | | | | | | | 363,125 | | | | | | | — | | | | | | | 356,316 | | | | | | | — | | | | | | | 312,863 | | | | | | | — | | | | | | | 30,979 | | | | | | | 1,063,283 | | | ||||
| | | 2021 | | | | | | | 317,833 | | | | | | | — | | | | | | | 304,493 | | | | | | | — | | | | | | | 214,855 | | | | | | | — | | | | | | | 99,203(4) | | | | | | | 936,385 | | | ||||
|
Matt Emery
Chief Information and Human Resources Officer |
| | | | | 2023 | | | | | | | 336,702 | | | | | | | — | | | | | | | 366,360 | | | | | | | — | | | | | | | 242,425 | | | | | | | — | | | | | | | 28,327 | | | | | | | 973,814 | | |
| | | 2022 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | ||||
| | | 2021 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | ||||
|
Tara D. Mackey
Chief Legal Officer & Secretary |
| | | | | 2023 | | | | | | | 387,828 | | | | | | | — | | | | | | | 421,986 | | | | | | | — | | | | | | | 289,708 | | | | | | | — | | | | | | | 13,378 | | | | | | | 1,112,900 | | |
| | | 2022 | | | | | | | 370,508 | | | | | | | — | | | | | | | 362,649 | | | | | | | — | | | | | | | 293,980 | | | | | | | — | | | | | | | 10,699 | | | | | | | 1,037,836 | | | ||||
| | | 2021 | | | | | | | 361,471 | | | | | | | — | | | | | | | 336,170 | | | | | | | — | | | | | | | 206,761 | | | | | | | — | | | | | | | 3,593 | | | | | | | 907,995 | | | ||||
|
Bryan Stovall
Chief Operating Officer – Metal Coatings |
| | | | | 2023 | | | | | | | 418,032 | | | | | | | — | | | | | | | 524,800 | | | | | | | — | | | | | | | 550,130 | | | | | | | — | | | | | | | 14,424 | | | | | | | 1,507,386 | | |
| | | 2022 | | | | | | | 364,584 | | | | | | | — | | | | | | | 348,887 | | | | | | | — | | | | | | | 310,464 | | | | | | | — | | | | | | | 11,767 | | | | | | | 1,035,702 | | | ||||
| | | 2021 | | | | | | | 333,413 | | | | | | | — | | | | | | | 275,976 | | | | | | | — | | | | | | | 203,549 | | | | | | | — | | | | | | | 3,890 | | | | | | | 816,828 | | | ||||
|
Gary Hill
Former Chief Operating Officer – Infrastructure Solutions |
| | | | | 2023 | | | | | | | 338,088 | | | | | | | | | | | | | | — | | | | | | | | | | | | | | 134,182 | | | | | | | | | | | | | | 923,566(5) | | | | | | | 1,395,836 | | |
| | | 2022 | | | | | | | 363,596 | | | | | | | — | | | | | | | 356,198 | | | | | | | — | | | | | | | 189,334 | | | | | | | — | | | | | | | 165,521 | | | | | | | 1,074,649 | | | ||||
| | | 2021 | | | | | | | 348,396 | | | | | | | — | | | | | | | 280,152 | | | | | | | — | | | | | | | 100,024 | | | | | | | — | | | | | | | 50,066 | | | | | | | 778,638 | | | ||||
|
Ken Lavelle
Former President and GM – Electrical Platform |
| | | | | 2023 | | | | | | | 331,648 | | | | | | | — | | | | | | | 261,577 | | | | | | | — | | | | | | | 218,888 | | | | | | | — | | | | | | | 26,427 | | | | | | | 838,540 | | |
| | | 2022 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | ||||
| | | 2021 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | |
| |
|
66
|
| |
2023 Proxy Statement
|
|
| | | | |
Fiscal Year 2023 All Other Compensation
|
| |||||||||||||||||||||||||||||||||||||||||||||
|
Name
|
| | |
Financial
Planning Services ($) |
| | |
Insurance
Benefits ($)(1) |
| | |
Club
Dues ($) |
| | |
Physical
Exams ($) |
| | |
Company
Contributions Under 401(K) Plan ($) |
| | |
All Other
Perquisites ($) |
| | |
Total
($) |
| |||||||||||||||||||||
|
Thomas E. Ferguson
|
| | | | | 15,735 | | | | | | | 2,359 | | | | | | | — | | | | | | | 1,600 | | | | | | | 10,283 | | | | | | | — | | | | | | | 29,977 | | |
|
Philip Schlom
|
| | | | | 2,100 | | | | | | | — | | | | | | | 4,378 | | | | | | | — | | | | | | | 11,041 | | | | | | | — | | | | | | | 17,519 | | |
|
Matt Emery
|
| | | | | 15,735 | | | | | | | 2,292 | | | | | | | — | | | | | | | — | | | | | | | 10,300 | | | | | | | — | | | | | | | 28,327 | | |
|
Tara D. Mackey
|
| | | | | — | | | | | | | 2,180 | | | | | | | — | | | | | | | — | | | | | | | 11,198 | | | | | | | — | | | | | | | 13,378 | | |
|
Bryan Stovall
|
| | | | | — | | | | | | | 2,790 | | | | | | | — | | | | | | | — | | | | | | | 11,634 | | | | | | | — | | | | | | | 14,424 | | |
|
Gary Hill
|
| | | | | — | | | | | | | 1,931 | | | | | | | — | | | | | | | — | | | | | | | 10,988 | | | | | | | 910,647(2) | | | | | | | 923,566 | | |
|
Ken Lavelle
|
| | | | | 15,735 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 10,692 | | | | | | | — | | | | | | | 26,427 | | |
| |
|
|
| |
67
|
|
| | | | | | | | | | | |
Estimated Future
Payouts Under Non- Equity Incentive Plan Awards(1) |
| | |
Estimated Future
Payouts Under Equity Incentive Plan Awards(2) |
| | |
All Other
Stock/ RSU Awards: Number of Shares of Stock or Units (#)(3) |
| | |
All Other
Option/ SARs Awards: Number of Securities Underlying Options/ SARs (#) |
| | |
Exercise
or Base Price of Option/ SARs Awards ($/sh) |
| | |
Grant
Date Fair Value of Stock/RSU and Option/ SARs Awards ($)(4) |
| ||||||||||||||||||||||||||||||||||||||||||||||
|
Name
|
| | |
Grant
Date |
| | |
Threshold
($) |
| | |
Target
($) |
| | |
Maximum
($) |
| | |
Threshold
(#) |
| | |
Target
(#) |
| | |
Maximum
(#) |
| | ||||||||||||||||||||||||||||||||||||||||||||||||
|
Thomas E. Ferguson
|
| | | | | 3/1/22 | | | | | | | 0 | | | | | | | 940,256 | | | | | | | 1,880,512 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | |
| | | 5/9/22 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 23,899 | | | | | | | — | | | | | | | — | | | | | | | 1,071,392 | | | ||||
| | | 5/9/22 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 0 | | | | | | | 19,916 | | | | | | | 39,832 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 1,075,265 | | | ||||
|
Philip Schlom
|
| | | | | 3/1/22 | | | | | | | 0 | | | | | | | 336,490 | | | | | | | 672,980 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | |
| | | 5/9/22 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 6,236 | | | | | | | — | | | | | | | — | | | | | | | 279,560 | | | ||||
| | | 5/9/22 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 0 | | | | | | | 4,454 | | | | | | | 8,908 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 240,471 | | | ||||
|
Matt Emery
|
| | | | | 3/1/22 | | | | | | | 0 | | | | | | | 203,638 | | | | | | | 407,274 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | |
| | | 5/9/22 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 4,493 | | | | | | | — | | | | | | | — | | | | | | | 201,421 | | | ||||
| | | 5/9/22 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 0 | | | | | | | 3,055 | | | | | | | 6,110 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 164,939 | | | ||||
|
Tara D. Mackey
|
| | | | | 3/1/22 | | | | | | | 0 | | | | | | | 234,559 | | | | | | | 469,117 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | |
| | | 5/9/22 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 5,175 | | | | | | | — | | | | | | | — | | | | | | | 231,995 | | | ||||
| | | 5/9/22 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 0 | | | | | | | 3,519 | | | | | | | 7,038 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 189,991 | | | ||||
|
Bryan Stovall
|
| | | | | 3/1/22 | | | | | | | 0 | | | | | | | 339,570 | | | | | | | 679,140 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | |
| | | 5/9/22 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 6,293 | | | | | | | — | | | | | | | — | | | | | | | 282,115 | | | ||||
| | | 5/9/22 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 0 | | | | | | | 4,495 | | | | | | | 8,990 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 242,685 | | | ||||
|
Gary Hill(5)
|
| | | | | 3/1/22 | | | | | | | 0 | | | | | | | 225,972 | | | | | | | 451,944 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | |
| | | 5/9/22 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 3,390 | | | | | | | — | | | | | | | — | | | | | | | 151,974 | | | ||||
| | | 5/9/22 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 0 | | | | | | | 3,390 | | | | | | | 6,780 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 183,026 | | | ||||
|
Ken Lavelle
|
| | | | | 3/1/22 | | | | | | | 0 | | | | | | | 199,641 | | | | | | | 399,283 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | |
| | | 5/9/22 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 2,647 | | | | | | | — | | | | | | | — | | | | | | | 118,665 | | | ||||
| | | 5/9/22 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 0 | | | | | | | 2,647 | | | | | | | 5,294 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 142,912 | | |
| |
|
68
|
| |
2023 Proxy Statement
|
|
|
STOCK AWARDS
|
| |||||||||||||||||||||||||||||||||||
|
Name
|
| | |
Grant Date
|
| | |
Number of
Shares or Units of Stock That Have Not Vested (#)(1)(2) |
| | |
Market Value of
Shares or Units of Stock That Have Not Vested ($)(3) |
| | |
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4) |
| | |
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) |
| |||||||||||||||
|
Thomas E. Ferguson
|
| | | | | 05/04/2020 | | | | | | | 9,498 | | | | | | $ | 386,087 | | | | | | | 28,492 | | | | | | | 1,158,182 | | |
| | | 05/04/2021 | | | | | | | 12,270 | | | | | | $ | 498,768 | | | | | | | 17,952 | | | | | | | 729,758 | | | ||||
| | | 05/09/2022 | | | | | | | 24,771 | | | | | | $ | 1,006,942 | | | | | | | 20,158 | | | | | | | 819,432 | | | ||||
|
Philip Schlom
|
| | | | | 05/04/2020 | | | | | | | 1,425 | | | | | | $ | 57,943 | | | | | | | 4,274 | | | | | | | 173,744 | | |
| | | 05/04/2021 | | | | | | | 2,131 | | | | | | $ | 86,612 | | | | | | | 3,117 | | | | | | | 126,686 | | | ||||
| | | 05/09/2022 | | | | | | | 6,464 | | | | | | $ | 262,743 | | | | | | | 4,508 | | | | | | | 183,257 | | | ||||
|
Matt Emery
|
| | | | | 05/04/2020 | | | | | | | 1,584 | | | | | | $ | 64,376 | | | | | | | 4,749 | | | | | | | 193,045 | | |
| | | 05/04/2021 | | | | | | | 1,882 | | | | | | $ | 76,523 | | | | | | | 2,753 | | | | | | | 111,924 | | | ||||
| | | 05/09/2022 | | | | | | | 4,657 | | | | | | $ | 189,304 | | | | | | | 3,092 | | | | | | | 125,696 | | | ||||
|
Tara D. Mackey
|
| | | | | 05/04/2020 | | | | | | | 1,900 | | | | | | $ | 77,243 | | | | | | | 5,699 | | | | | | | 231,645 | | |
| | | 05/04/2021 | | | | | | | 2,169 | | | | | | $ | 88,151 | | | | | | | 3,172 | | | | | | | 128,938 | | | ||||
| | | 05/09/2022 | | | | | | | 5,364 | | | | | | $ | 218,039 | | | | | | | 3,562 | | | | | | | 144,787 | | | ||||
|
Bryan Stovall
|
| | | | | 05/04/2020 | | | | | | | 1,900 | | | | | | $ | 77,243 | | | | | | | 3,799 | | | | | | | 154,444 | | |
| | | 05/04/2021 | | | | | | | 2,568 | | | | | | $ | 104,396 | | | | | | | 2,505 | | | | | | | 101,832 | | | ||||
| | | 05/09/2022 | | | | | | | 6,523 | | | | | | $ | 265,144 | | | | | | | 4,550 | | | | | | | 184,944 | | | ||||
|
Gary Hill(5)
|
| | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | |
|
Ken Lavelle
|
| | | | | 05/04/2020 | | | | | | | 1,584 | | | | | | $ | 64,376 | | | | | | | 4,749 | | | | | | | 193,045 | | |
| | | 05/04/2021 | | | | | | | 1,713 | | | | | | $ | 69,640 | | | | | | | 2,506 | | | | | | | 101,874 | | | ||||
| | | 05/09/2022 | | | | | | | 2,744 | | | | | | $ | 111,527 | | | | | | | 2,679 | | | | | | | 108,909 | | |
| |
|
|
| |
69
|
|
| | | | |
Option/SAR Awards
|
| | |
Stock Awards(2)
|
| ||||||||||||||||||||
|
Name
|
| | |
Number of Shares
Acquired on Exercise(1) (#) |
| | |
Value Realized
on Exercise ($) |
| | |
Number of Shares
Acquired on Vesting (#) |
| | |
Value Realized on
Vesting ($) |
| ||||||||||||
|
Thomas E. Ferguson
|
| | | | | — | | | | | | | — | | | | | | | 49,070(3) | | | | | | | 2,195,736(4) | | |
|
Philip Schlom
|
| | | | | — | | | | | | | — | | | | | | | 2,423(5) | | | | | | | 115,504(6) | | |
|
Matt Emery
|
| | | | | — | | | | | | | — | | | | | | | 7,528(7) | | | | | | | 337,350(8) | | |
|
Tara D. Mackey
|
| | | | | — | | | | | | | — | | | | | | | 9,674(9) | | | | | | | 432,481(10) | | |
|
Bryan Stovall
|
| | | | | — | | | | | | | — | | | | | | | 17,996(11) | | | | | | | 771,164(12) | | |
|
Gary Hill
|
| | | | | — | | | | | | | — | | | | | | | 30,623(13) | | | | | | | 1,234,902(14) | | |
|
Ken Lavelle
|
| | | | | — | | | | | | | — | | | | | | | 18,454(15) | | | | | | | 781,591(16) | | |
| |
|
70
|
| |
2023 Proxy Statement
|
|
| |
|
|
| |
71
|
|
| In Mr. Ferguson’s Second Amended CEO Agreement, “Cause” is defined as: |
| | In Mr. Ferguson’s Second Amended CEO Agreement, “Good Reason” is defined as: |
|
|
(i)
his commission or conviction of, or the entering of a guilty plea or plea of no contest by him with respect to, a felony, the equivalent thereof, any other crime with respect to which imprisonment is a possible punishment, or any other crime involving moral turpitude, fraud, misrepresentation, embezzlement, theft, or sexual harassment;
|
| |
(i)
the relocation by the Company of Mr. Ferguson’s principal place of employment of more than fifty (50) miles from the location of his principal place of employment as of the date hereof, which relocation is not rescinded within fifteen (15) days after the date of receipt by the Board from Mr. Ferguson of notice describing such relocation;
|
|
|
(ii)
excessive absenteeism by Mr. Ferguson not related to death or disability or otherwise permissible by applicable law or the Company’s policies for sick leave, permitted vacations, or paid time off;
|
| |
(ii)
a reduction by the Company in Mr. Ferguson’s base salary, unless such reduction is rescinded within fifteen (15) days after the date of receipt by the Board from Mr. Ferguson of notice referring to this provision and describing such reduction;
|
|
|
(iii)
Mr. Ferguson’s engaging in any activity (including, without limitation, alcohol or drug abuse or other self-induced affliction, or making disparaging remarks about the Company or any of its affiliates or any of their respective officers, employees, managers, directors, members or shareholders) that injures (monetarily or otherwise), in a material respect, the reputation, business or a business relationship of the Company or any of its affiliates;
|
| |
(iii)
a material diminution of Mr. Ferguson’s responsibilities or duties, which diminution is not rescinded within fifteen (15) days after the date of receipt by the Board from Mr. Ferguson of notice describing such diminution;
|
|
|
(iv)
Mr. Ferguson’s gross negligence or material malfeasance (including, without limitation, commission of any intentional act of fraud, misappropriation or theft against the Company or its affiliates or his intentional misrepresentation of any material financial or operating results of the Company or any of its affiliates);
|
| |
(iv)
any other material breach by the Company of any material provision of Mr. Ferguson’s Second Amended CEO Agreement, which material breach is not corrected within fifteen (15) days after the date of receipt by the Board from Mr. Ferguson of a notice referring to this provision and describing such material breach; or
|
|
|
(v)
Mr. Ferguson’s significant violation of any statutory or common law duty of loyalty to the Company or any of its affiliates;
|
| |
(v)
a material breach by the Company of any equity award agreement (whether with respect to SARs, PSUs or otherwise) by and between the Company and Mr. Ferguson then in effect or the terms of any equity plan incorporated therein, which material breach is not corrected within forty-five (45) days after the date of receipt by the Board from Mr. Ferguson of a notice describing such material breach.
|
|
|
(vi)
Mr. Ferguson’s material breach of any provision of his Second Amended CEO Agreement or of the Company’s written policies or code of conduct; or
|
| | | |
|
(vii)
Mr. Ferguson’s refusal or failure to carry out the legitimate directives or instructions of the Board (or such other person to whom he reports as may be designated from time to time by the Board) that are consistent with the scope and nature of his duties and responsibilities set forth herein; provided that in the case of clause (ii), (vi) or (vii) above, only if such breach, refusal or failure has not been cured within fifteen (15) days after Mr. Ferguson’s receipt of written notice from the Company describing such breach or failure in reasonable detail; provided, further, that Mr. Ferguson shall be entitled to no more than one opportunity to cure such matters for any reason.
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72
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2023 Proxy Statement
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73
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74
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2023 Proxy Statement
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|
| Under the Executive Severance Plan, “Cause” means in the Plan Administrator’s sole discretion, any of the following has occurred: |
| |
Under the Executive Severance Plan, “Good Reason” shall mean:
|
|
|
(i)
an eligible executive’s commission or conviction of, or the entering of a guilty plea or plea of no contest by an eligible executive with respect to, a felony, the equivalent thereof, any other crime with respect to which imprisonment is a possible punishment, or any other crime involving moral turpitude, fraud, misrepresentation, embezzlement, theft or sexual harassment;
|
| |
(i)
the relocation by the Company of an eligible executive’s principal place of employment of more than 50 miles from the location of the eligible executive’s principal place of employment, which relocation is not rescinded within 30 days after the date of receipt by the Company from the eligible executive of a Good Reason notice referring to this provision and describing such relocation;
|
|
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(ii)
excessive absenteeism by an eligible executive not related to death or disability or otherwise permissible by applicable law or the Company’s policies for sick leave, vacation, or compensated time off;
|
| |
(ii)
a material reduction by the Company in an eligible executive’s annual base salary, unless such reduction is rescinded with 30 days after the date of receipt by the Company from the eligible executive of a Good Reason notice referring to this provision and describing such reduction;
|
|
|
(iii)
an eligible executive’s engaging in any activity (including, without limitation, alcohol or drug abuse or other self-induced affliction, or making disparaging remarks about the Company or any of its affiliates or any of their respective officers, employees, managers, directors, members or shareholders) that injures (monetarily or otherwise), in a material respect, the reputation, business or a business relationship of the Company or any of its affiliates;
|
| |
(iii)
a material diminution of an eligible executive’s responsibilities or duties, which diminution is not rescinded within 30 days after the date of receipt by the Company from the eligible executive of a Good Reason notice referring to this provision and describing such diminution; or
|
|
|
(iv)
an eligible executive’s gross negligence or material malfeasance (including, without limitation, commission of any intentional act of fraud, misappropriation or theft against the Company or its affiliates or the eligible executive’s intentional misrepresentation of any material financial or operating results of the Company or any of its affiliates);
|
| |
(iv)
a material breach by the Company of any equity award agreement (whether with respect to stock appreciation rights, RSUs, PSUs or otherwise) by and between the Company and an eligible executive then in effect or the terms of any equity plan incorporated therein, is not corrected within 45 days after the date of receipt by the Company from the eligible executive of a Good Reason notice referring to this provision and describing such material breach. In order to terminate for Good Reason, an eligible executive must provide 30 days’ (or, in the case of clause (iv), 45 days’) prior written notice to the Company, which notice must be given not later than 90 days after the initial occurrence of the event asserted by the eligible executive to form the basis for the Good Reason claim (any such written notice is referred to above as a “Good Reason notice”); and the eligible executive must terminate within 160 days after the initial occurrence of the event above resulting in Good Reason.
|
|
|
(v)
an eligible executive’s significant violation of any statutory or common law duty of loyalty to the Company or any of its affiliates;
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|
(vi)
an eligible executive’s material breach of any provision of the Company’s written policies or the Company’s code of conduct; or
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75
|
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| Under the Executive Severance Plan, “Cause” means in the Plan Administrator’s sole discretion, any of the following has occurred: |
| |
Under the Executive Severance Plan, “Good Reason” shall mean:
|
|
|
(vii)
an eligible executive’s refusal or failure to carry out the legitimate and lawful directives or instructions of the Company’s Board of directors or Chief Executive Officer of the Company (or such other person to whom the eligible executive reports as may be designated from time to time by the Board of directors) that are consistent with the scope and nature of the eligible executive’s duties and responsibilities; provided, however, that in the case of clause (ii), (vi) or (vii) above, only if such breach, refusal or failure has not been cured within 15 days after an eligible executive’s receipt of written notice from the Company describing such breach or failure in reasonable detail; provided, further, that each eligible executive shall be entitled to no more than one opportunity to cure for any reason; provided, further, that nothing contained herein shall be construed to prohibit an eligible executive from providing testimony required by operation of law or legal process in connection with a proceeding in which the eligible executive is a witness.
|
| | | |
| | | | |
Termination of Employment Not In
Connection with Change in Control(1) |
| | |
Termination of Employment In
Connection with a Change in Control(2) |
| ||||||||||||||||||||||||||||||||||
| | | | |
Death/
Disability |
| | |
Termination for
Cause or Without Good Reason |
| | |
Termination Without
Cause or For Good Reason |
| | |
Death/
Disability |
| | |
Termination for
Cause or Without Good Reason |
| | |
Termination Without
Cause or For Good Reason |
| ||||||||||||||||||
| Thomas Ferguson | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Severance
|
| | | | $ | — | | | | | | $ | — | | | | | | $ | 2,999,865(6) | | | | | | $ | — | | | | | | $ | — | | | | | | $ | 2,811,365(7) | | |
|
Accelerated Vesting of
RSUs(8) |
| | | | $ | — | | | | | | $ | — | | | | | | $ | 1,891,797 | | | | | | $ | — | | | | | | $ | — | | | | | | $ | 1,891,797 | | |
|
Accelerated Vesting of
PSUs(9) |
| | | | $ | — | | | | | | $ | — | | | | | | $ | 2,707,372 | | | | | | $ | — | | | | | | $ | — | | | | | | $ | 2,707,372 | | |
|
Health Benefits
|
| | | | $ | — | | | | | | $ | — | | | | | | $ | —(5) | | | | | | $ | — | | | | | | $ | — | | | | | | $ | —(3) | | |
|
TOTAL
|
| | | | $ | — | | | | | | $ | — | | | | | | $ | 7,599,034 | | | | | | $ | — | | | | | | $ | — | | | | | | $ | 7,410,534(4) | | |
| |
|
76
|
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2023 Proxy Statement
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| | | | |
Termination of Employment Not In
Connection with Change in Control(1) |
| | |
Termination of Employment In
Connection with a Change in Control(2) |
| ||||||||||||||||||||||||||||||||||
| | | | |
Death/
Disability |
| | |
Termination for
Cause or Without Good Reason |
| | |
Termination Without
Cause or For Good Reason |
| | |
Death/
Disability |
| | |
Termination for
Cause or Without Good Reason |
| | |
Termination Without
Cause or For Good Reason |
| ||||||||||||||||||
| Philip Schlom | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Severance
|
| | | | $ | — | | | | | | $ | — | | | | | | $ | 736,004(10) | | | | | | $ | — | | | | | | $ | — | | | | | | $ | 1,787,399(11) | | |
|
Accelerated Vesting of
RSUs(8) |
| | | | $ | — | | | | | | $ | — | | | | | | $ | 407,298 | | | | | | $ | — | | | | | | $ | — | | | | | | $ | 407,298 | | |
|
Accelerated Vesting of
PSUs(9) |
| | | | $ | — | | | | | | $ | — | | | | | | $ | 483,687 | | | | | | $ | — | | | | | | $ | — | | | | | | $ | 483,687 | | |
|
Health Benefits
|
| | | | $ | — | | | | | | $ | — | | | | | | $ | —(5) | | | | | | $ | — | | | | | | $ | — | | | | | | $ | 53,589(3) | | |
|
TOTAL
|
| | | | $ | — | | | | | | $ | — | | | | | | $ | 1,626,989 | | | | | | $ | — | | | | | | $ | — | | | | | | $ | 2,731,973(4) | | |
| Matt Emery | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Severance
|
| | | | $ | — | | | | | | $ | — | | | | | | $ | 1,115,155(12) | | | | | | $ | — | | | | | | $ | — | | | | | | $ | 1,406,065(11) | | |
|
Accelerated Vesting of
RSUs(8) |
| | | | $ | — | | | | | | $ | — | | | | | | $ | 330,203 | | | | | | $ | — | | | | | | $ | — | | | | | | $ | 330,203 | | |
|
Accelerated Vesting of
PSUs(9) |
| | | | $ | — | | | | | | $ | — | | | | | | $ | 430,665 | | | | | | $ | — | | | | | | $ | — | | | | | | $ | 430,665 | | |
|
Health Benefits
|
| | | | $ | — | | | | | | $ | — | | | | | | $ | 22,121(5) | | | | | | $ | — | | | | | | $ | — | | | | | | $ | 42,072(3) | | |
|
TOTAL
|
| | | | $ | — | | | | | | $ | — | | | | | |
$
|
1,898,144
|
| | | | | $ | — | | | | | | $ | — | | | | | |
$
|
2,209,005(4)
|
| |
| Tara Mackey | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Severance
|
| | | | $ | — | | | | | | $ | — | | | | | | $ | 1,310,667(12) | | | | | | $ | — | | | | | | $ | — | | | | | | $ | 1,650,986(11) | | |
|
Accelerated Vesting of
RSUs(8) |
| | | | $ | — | | | | | | $ | — | | | | | | $ | 383,433 | | | | | | $ | — | | | | | | $ | — | | | | | | $ | 383,433 | | |
|
Accelerated Vesting of
PSUs(9) |
| | | | $ | — | | | | | | $ | — | | | | | | $ | 505,370 | | | | | | $ | — | | | | | | $ | — | | | | | | $ | 505,370 | | |
|
Health Benefits
|
| | | | $ | — | | | | | | $ | — | | | | | | $ | 16,206(5) | | | | | | $ | — | | | | | | $ | — | | | | | | $ | 31,117(3) | | |
|
TOTAL
|
| | | | $ | — | | | | | | $ | — | | | | | | $ | 2,215,676 | | | | | | $ | — | | | | | | $ | — | | | | | | $ | 2,570,906(4) | | |
| Bryan Stovall | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Severance
|
| | | | $ | — | | | | | | $ | — | | | | | | $ | 2,012,020 (12) | | | | | | $ | — | | | | | | $ | — | | | | | | $ | 2,499,316(11) | | |
|
Accelerated Vesting of
RSUs(8) |
| | | | $ | — | | | | | | $ | — | | | | | | $ | 446,783 | | | | | | $ | — | | | | | | $ | — | | | | | | $ | 446,783 | | |
|
Accelerated Vesting of
PSUs(9) |
| | | | $ | — | | | | | | $ | — | | | | | | $ | 441,220 | | | | | | $ | — | | | | | | $ | — | | | | | | $ | 441,220 | | |
|
Health Benefits
|
| | | | $ | — | | | | | | $ | — | | | | | | $ | —(5) | | | | | | $ | — | | | | | | $ | — | | | | | | $ | —(3) | | |
|
TOTAL
|
| | | | $ | — | | | | | | $ | — | | | | | | $ | 2,900,023 | | | | | | $ | — | | | | | | $ | — | | | | | | $ | 3,387,319(4) | | |
| Ken Lavelle | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Severance
|
| | | | $ | — | | | | | | $ | — | | | | | | $ | 1,046,324(12) | | | | | | $ | — | | | | | | $ | — | | | | | | $ | 1,322,136(11) | | |
|
Accelerated Vesting of
RSUs(8) |
| | | | $ | — | | | | | | $ | — | | | | | | $ | 245,543 | | | | | | $ | — | | | | | | $ | — | | | | | | $ | 245,543 | | |
|
Accelerated Vesting of
PSUs(9) |
| | | | $ | — | | | | | | $ | — | | | | | | | 403,828 | | | | | | $ | — | | | | | | $ | — | | | | | | | 403,828 | | |
|
Health Benefits
|
| | | | $ | — | | | | | | $ | — | | | | | | $ | 19,940(5) | | | | | | $ | — | | | | | | $ | — | | | | | | $ | 40,876(3) | | |
|
TOTAL
|
| | | | $ | — | | | | | | $ | — | | | | | |
$
|
1,715,635
|
| | | | | $ | — | | | | | | $ | — | | | | | |
$
|
2,012,383(4)
|
| |
| |
|
|
| |
77
|
|
| |
|
78
|
| |
2023 Proxy Statement
|
|
|
Payments and Benefits
|
| |||||||
| Cash Payments | | | | | | | | |
|
Cash Annual Incentive Payment for Fiscal Year 2023(1)
|
| | | | $ | 134,182 | | |
| Equity Value | | | | | | | | |
|
RSUs(2)
|
| | | | $ | 867,190 | | |
| Benefits(3) | | | | | | | | |
| Accrued Vacation | | | | |
$
|
43,457
|
| |
|
Fiscal Year
|
| | |
Mr. Ferguson’s Total
Compensation ($)(1) |
| | |
Median Employee
Total Compensation ($) |
| | |
Pay Ratio of CEO
Compensation to Median Employee |
| |||||||||
|
2023
|
| | | | | 4,228,781 | | | | | | | 48,411 | | | | | | | 87:1 | | |
| |
|
|
| |
79
|
|
| |
|
80
|
| |
2023 Proxy Statement
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Value of Initial Fixed $100 Investment Based on | | | | | | | | | | | | | | | | ||||||||||
| Fiscal Year | | | | Summary Compensation Table Total for PEO(1) ($) | | | | Compensation Actually Paid to PEO(2) ($) | | | | Average Summary Compensation Table Total for Non-PEO NEOs(3) ($) | | | | Average Compensation Actually Paid to Non-PEO NEOs(4) ($) | | | | AZZ Total Shareholder Return(5) ($) | | | | S&P Composite 1500 Building Products Index Total Shareholder Return(5) ($) | | | | Net Income (Loss) ($ Millions) | | | | Adjusted EPS(7) | | ||||||||||||||||||||||||
| 2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ( | | | | | | | | | |||||||
| 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
| 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | 2023 | | | | 2022 | | | | 2021 | | |||||||||
| Summary Compensation Table Total (“SCT”) Compensation | | | | | $ | | | | | | $ | | | | | | $ | | | |||
| Minus: RSU and PSU values reported in SCT for applicable fiscal year | | | | | | ( | | | | | | | ( | | | | | | | ( | | |
| Plus: ASC 718 fair value of awards granted during applicable fiscal year that vested during applicable fiscal year(a) | | | | | | | | | | | | | | | | | | | | | | |
| Plus or minus (as applicable): Change based on ASC 718 fair value of awards granted during applicable fiscal year that remain unvested as of applicable fiscal year end(a) | | | | | | ( | | | | | | | | | | | | | | | ||
| Plus or minus (as applicable): Change in fair value of prior years’ equity awards that vested during applicable fiscal year | | | | | | | | | | | | | | | | | | ( | | | ||
| Minus: fair value of prior year’s equity awards that failed to meet the applicable vesting conditions during the current fiscal year | | | | | | — | | | | | | | — | | | | | | | ( | | |
| Plus: dividend equivalents earned during applicable fiscal year upon vesting | | | | | | | | | | | | | | | | | | | | |||
| Compensation Actually Paid | | | | | $ | | | | | | $ | | | | | | $ | | |
| |
|
|
| |
81
|
|
| | | | | 2023 | | | | 2022 | | | | 2021 | | |||||||||
| Summary Compensation Table (“SCT”) Total Compensation | | | | | $ | | | | | | $ | | | | | | $ | | | |||
| Minus: RSU and PSU values reported in SCT for applicable fiscal year | | | | | | ( | | | | | | | ( | | | | | | | ( | | |
| Plus: ASC 718 fair value of awards granted during applicable fiscal year that vested during applicable fiscal year(b) | | | | | | | | | | | | | | | | | | | | |||
| Plus or minus (as applicable): Change based on ASC 718 fair value of awards granted during applicable fiscal year that remain unvested as of applicable fiscal year end(b) | | | | | | ( | | | | | | | | | | | | | | | ||
| Plus or minus (as applicable): Change in fair value of prior years’ equity awards that vested during applicable fiscal year | | | | | | ( | | | | | | | | | | | | | ( | | | |
| Minus: fair value of prior year’s equity awards that failed to meet the applicable vesting conditions during applicable fiscal year | | | | | | — | | | | | | | — | | | | | | | ( | | |
| Plus: dividends equivalents earned during applicable fiscal year upon vesting | | | | | | | | | | | | | | | | | | | | |||
| Compensation Actually Paid | | | | | $ | | | | | | $ | | | | | | $ | | |
| FY2023 Compensation Performance Measures | |
| | |
| | |
| | |
| |
|
82
|
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2023 Proxy Statement
|
|
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|
|
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83
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|
84
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2023 Proxy Statement
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85
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86
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2023 Proxy Statement
|
|
| |
|
|
| |
87
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|
| |
|
88
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2023 Proxy Statement
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|
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|
|
| |
89
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|
| |
|
90
|
| |
2023 Proxy Statement
|
|
| |
|
|
| |
91
|
|
| | | | |
(a)
Number of securities to be issued upon exercise of outstanding options, warrants and rights |
| | |
(b)
Weighted average exercise price of outstanding options, warrants and rights |
| | |
(c)
Number of securities remaining available for future issuance under equity compensation plans (excluding shares reflected in column (a)) |
| |||||||||
|
Equity compensation plans approved by shareholders(1)
|
| | | | | 353,515(2) | | | | | | $ | — | | | | | | | 1,551,407(3) | | |
|
![]() |
| |
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE AZZ INC. 2023 LONG-TERM INCENTIVE PLAN.
|
|
| |
|
92
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2023 Proxy Statement
|
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|
|
| |
93
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|
|
Daniel E. Berce (Chair)
|
| |
![]() |
|
| Paul Eisman | | |||
| Clive A. Grannum | | |||
| Venita McCellon-Allen | | |||
| Steven R. Purvis | |
| |
|
94
|
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2023 Proxy Statement
|
|
| | | | |
February 28,
2023 |
| | |
February 28,
2022 |
| ||||||
|
Audit Fees(1)
|
| | | | $ | 1,384,413 | | | | | | $ | 776,348 | | |
|
Audit-Related Fees(2)
|
| | | | | 38,390 | | | | | | | — | | |
|
Tax Fees
|
| | | | | — | | | | | | | — | | |
|
All Other Fees
|
| | | | | — | | | | | | | — | | |
|
Total Fees
|
| | | | $ | 1,422,803 | | | | | | $ | 776,348 | | |
| |
|
|
| |
95
|
|
|
![]() |
| |
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE RATIFICATION OF GT TO SERVE AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING FEBRUARY 29, 2024.
|
|
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|
96
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2023 Proxy Statement
|
|
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|
|
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97
|
|
| |
|
98
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2023 Proxy Statement
|
|
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|
|
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99
|
|
|
Proposal
|
| |
Voting Requirement
|
|
|
1. Election of ten (10) director nominees named in this Proxy Statement, each for a one-year term.
|
| | Each director must be elected by a majority of the votes cast. A majority of votes cast means that the number of shares voted “FOR” a director must exceed the number of votes cast “AGAINST” that director. Any director not elected by a majority is expected to tender to the Board his or her resignation promptly following the certification of election results pursuant to the Company’s Bylaws. The Nominating and Corporate Governance Committee will make a recommendation to the Board on whether to accept or reject such resignation. The Board will act on such recommendation and publicly disclose its decision within 90 days from the date of the certification of the election results. Abstentions and broker non-votes will have no effect on this vote. | |
|
2. Approval, on a non-binding advisory basis, of the Company’s executive compensation program.
|
| | To be approved, this proposal must be approved by a majority of the votes cast by the shareholders present in person or represented by proxy, meaning that the votes cast by the shareholders “FOR” the approval of the proposal must exceed the number of votes cast “AGAINST” the approval of the proposal. Abstentions and broker non-votes will have no effect on this vote. | |
|
3. Approval of AZZ Inc.’s 2023 Long-Term Incentive Plan.
|
| | To be approved, this proposal must be approved by a majority of the votes cast by the shareholders present in person or represented by proxy, meaning that the votes cast by the shareholders “FOR” the approval of the proposal must exceed the number of votes cast “AGAINST” the approval of the proposal. Abstentions and broker non-votes will have no effect on this vote. | |
| 4. Ratification of the appointment of Grant Thornton LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending February 29, 2024. | | |
To be approved, this proposal must be approved by a majority of the votes cast by the shareholders present in person or represented by proxy, meaning that the votes cast by the shareholders “FOR” the approval of the proposal must exceed the number of votes cast “AGAINST” the approval of the proposal. Abstentions will have no effect on this vote.
|
|
| |
|
100
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2023 Proxy Statement
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101
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102
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2023 Proxy Statement
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A-1
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A-2
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2023 Proxy Statement
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A-3
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A-4
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2023 Proxy Statement
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A-5
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A-6
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2023 Proxy Statement
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A-7
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A-8
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2023 Proxy Statement
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A-9
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A-10
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2023 Proxy Statement
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A-11
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A-12
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2023 Proxy Statement
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| | | | |
For the year ended February 28, 2023
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| | | | |
Amount
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| | |
Per Diluted
Share(1) |
| ||||||
|
Net income available to common shareholders and diluted earnings per share
|
| | | | $ | (61,214) | | | | | | $ | (2.45) | | |
| Adjustments: | | | | | | | | | | | | | | | |
|
Acquisition and transaction-related expenditures(2)
|
| | | | | 15,320 | | | | | | | 0.61 | | |
|
Additional depreciation related to Precoat acquisiton(3)
|
| | | |
|
26,585
|
| | | | |
|
1.06
|
| |
|
AIS JV equity in earnings
|
| | | | | (2,597) | | | | | | | (0.10) | | |
|
Loss on sale of AIS
|
| | | | | 159,910 | | | | | | | 6.40 | | |
|
Subtotal
|
| | | | | 199,218 | | | | | | | 7.98 | | |
|
Tax impact(4)
|
| | | | | (37,884) | | | | | | | (1.52) | | |
|
Total adjustments
|
| | | | | 161,334 | | | | | | | 6.46 | | |
|
Adjusted earnings and adjusted earnings per share from continuing operations
|
| | | | $ | 100,120 | | | | | | $ | 4.01 | | |
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| |
B-1
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