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Pay vs Performance Disclosure
12 Months Ended
Feb. 29, 2024
USD ($)
$ / shares
Feb. 28, 2023
USD ($)
$ / shares
Feb. 28, 2022
USD ($)
$ / shares
Feb. 28, 2021
USD ($)
$ / shares
Pay vs Performance Disclosure        
Pay vs Performance Disclosure, Table
The following section has been prepared as required by the SEC’s pay versus performance (“PvP”) disclosure rules adopted pursuant to the Dodd-Frank Act and set forth in Item 402(v) of Regulation S-K (the “PvP Rules”). Under the PvP Rules, the Company must calculate compensation using the methodology required by the SEC referred to as “compensation actually paid” ​(“CAP”), which is then compared to certain Company and peer group performance measures prescribed by the SEC. CAP amounts do not reflect the actual amount of compensation earned or received by or paid to our PEO and non-PEO NEOs in the applicable fiscal year. CAP, as required under the PvP Rules, is influenced by many factors. CAP reflects adjusted values to unvested and vested equity awards during the fiscal years based on year-end stock prices and various accounting valuation assumptions. CAP generally fluctuates due to stock price achievement, timing of new grant issuances and outstanding grant vesting, share price volatility during the fiscal year, our mix of short-term and long-term metrics and varying levels of actual achievement of performance goals.
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)
2024
4,380,976 6,284,864 1,335,045 3,243,091 158.2 246.1 87.2 4.13
2023
4,228,781 3,983,560 1,182,148 1,100,269 88.3 175.8 (61.2)(6) 4.01
2022
4,141,268 5,407,772 1,052,868 1,305,974 107.0 175.2 84.0 3.34
2021
3,223,989 3,514,779 791,546 1,753,482 111.0 155.7 39.62 2.11
(1)
We refer to the Company’s PEO as CEO throughout this Proxy Statement. The PEO was Mr. Ferguson for each of the fiscal years shown in the table above.
(2)
CAP for the PEO is calculated as noted in the table below:
2024
2023
2022
2021
Summary Compensation Table Total (“SCT”) Compensation
$ 4,380,976 $ 4,228,781 $ 4,141,268 $ 3,223,989
Minus: RSU and PSU values reported in SCT for applicable fiscal year
(2,172,335) (2,146,657) (2,052,510) (1,680,786)
Plus: ASC 718 fair value of awards granted during applicable fiscal year that vested during applicable fiscal year(a)
3,189,732 1,781,080 1,727,973 2,777,661
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)
1,497,976 (112,761) 949,716 1,650,488
Plus or minus (as applicable): Change in fair value of prior years’ equity awards that vested during applicable fiscal year
47,013 149,081 560,982 (205,982)
Minus: fair value of prior year’s equity awards that failed to meet the applicable vesting conditions during the current fiscal year
(714,437) (2,260,395)
Plus: dividend equivalents earned during applicable fiscal year upon vesting
55,939 84,036 80,343 9,804
Compensation Actually Paid
$ 6,284,864 $ 3,983,560 $ 5,407,772 $ 3,514,779
(a)
The fair value as of the applicable fiscal year end (prior to vesting) for RSU and PSU awards at target performance was calculated pursuant to FASB ASC Topic 718. For fiscal year 2021, 2022, 2023 and 2024, the PSUs vest at the end of a three-year performance period with payouts ranging from 0%-200% for the relative TSR component. For PSU awards based on relative TSR, the fair value is estimated at year end based on a multifactor Monte Carlo valuation model that simulates our stock price and TSR relative to companies in our peer group.
(3)
The non-PEO NEOs reflected in the table above were as follows: for fiscal year 2024 — Ms. Mackey, Mr. Russell, Mr. Stovall and Mr. Schlom; for fiscal year 2023 — Mr. Emery, Mr. Hill, Mr. Lavelle, Ms. Mackey, Mr. Stovall and Mr. Schlom; for fiscal year 2022 — Mr. Hill, Ms. Mackey, Mr. Stovall and Mr. Schlom; and for fiscal year 2021 — Mr. Fehlman, Ms. Mackey, Mr. Hill, Mr. Schlom and Mr. Stovall. Mr. Fehlman served as the Company’s Senior Vice President, Chief Financial Officer until May 31, 2020.
(4)
The average CAP for the Non-PEO NEOs is calculated as noted in the table below using the average of the amounts reported for our other NEOs as a group in the “Total” column of the SCT for each fiscal year:
2024
2023
2022
2021
Summary Compensation Table (“SCT”) Total Compensation
$ 1,335,045 $ 1,182,148 $ 1,052,868 $ 791,546
Minus: RSU and PSU values reported in SCT for applicable fiscal year
(448,792) (418,951) (356,013) (239,358)
Plus: ASC 718 fair value of awards granted during applicable fiscal year that vested during applicable fiscal year(b)
1,095,130 337,354 319,183 992,129
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)
1,372,451 (18,789) 192,234 321,725
Plus or minus (as applicable): Change in fair value of prior years’ equity awards that vested during applicable fiscal year
(27,167) (4,948) 87,343 (47,148)
Minus: fair value of prior year’s equity awards that failed to meet the applicable vesting conditions during applicable fiscal year
(91,703) (67,454)
Plus: dividends equivalents earned during applicable fiscal year upon vesting
8,127 23,455 10,359 2,042
Compensation Actually Paid
$ 3,243,091 $ 1,100,269 $ 1,305,974 $ 1,753,482
(b)
The fair value as of the applicable fiscal year end (prior to vesting) for RSUs and PSU awards at target performance was calculated pursuant to FASB ASC Topic 718. For fiscal year 2021, 2022, 2023 and 2024, the PSUs vest at the end of a three-year performance period with payouts ranging from 0%-200% for the relative TSR component. For PSU awards based on relative TSR, the fair value is estimated at year end based on a multifactor Monte Carlo valuation model that simulates our stock price and TSR relative to companies in our peer group.
(5)
TSR is based on an assumed $100 investment as of February 28, 2019 and the reinvestment of any issued dividends. The S&P Composite 1500 Building Products Index is the industry peer group included in the Stock Performance Graph in the Company’s Annual Report on Form 10-K for the fiscal year ended February 29, 2024.
(6)
During fiscal year 2023, we recognized a loss related to the divestiture of the Company’s Infrastructure Solutions segment (the “AIS Divestiture”) of $159.9 million, which adversely impacted GAAP net income, resulting in a net loss for the year of $61.2 million. In addition, the AIS Divestiture was recorded as discontinued operations in our consolidated statements of income, because this business is not part of our ongoing operations. The GAAP net income from continuing operations reported in our Annual Report on Form 10-K for the year ended February 28, 2023, which represents our ongoing business, was $66.3 million for fiscal year 2023.
(7)
The Board and its Compensation Committee determined that Adjusted earnings per share (EPS) was the most important financial performance measure that the Company used to link compensation actually paid to our PEO and non-PEO NEOs to financial performance for fiscal year 2024. Adjusted EPS is a non-GAAP measure. For fiscal year 2024, Adjusted EPS is calculated as net income, excluding amortization expense on intangible assets, equity in earnings from our unconsolidated joint venture and the related tax impact of these expenses, divided by diluted weighted-average outstanding shares. Due to the acquisition of Precoat Metals and the AIS Divestiture, Adjusted EPS for purposes of compensation performance measures for fiscal year 2023 is calculated as net income available to common shareholders, excluding the loss on the AIS divestiture, amortization, acquisition and transaction-related expenses, additional depreciation associated with the Precoat acquisition and the related tax impact of these expenses, divided by diluted weighted-average outstanding shares. For fiscal year 2022 and fiscal year 2021, Adjusted EPS is calculated as net income, excluding restructuring and impairment charges, acquisition-related expenses and the related tax impact of these expenses, divided by diluted weighted-average outstanding shares.
     
Company Selected Measure Name Adjusted earnings per share      
Named Executive Officers, Footnote
(1)
We refer to the Company’s PEO as CEO throughout this Proxy Statement. The PEO was Mr. Ferguson for each of the fiscal years shown in the table above.
(3)
The non-PEO NEOs reflected in the table above were as follows: for fiscal year 2024 — Ms. Mackey, Mr. Russell, Mr. Stovall and Mr. Schlom; for fiscal year 2023 — Mr. Emery, Mr. Hill, Mr. Lavelle, Ms. Mackey, Mr. Stovall and Mr. Schlom; for fiscal year 2022 — Mr. Hill, Ms. Mackey, Mr. Stovall and Mr. Schlom; and for fiscal year 2021 — Mr. Fehlman, Ms. Mackey, Mr. Hill, Mr. Schlom and Mr. Stovall. Mr. Fehlman served as the Company’s Senior Vice President, Chief Financial Officer until May 31, 2020.
     
Peer Group Issuers, Footnote
(5)
TSR is based on an assumed $100 investment as of February 28, 2019 and the reinvestment of any issued dividends. The S&P Composite 1500 Building Products Index is the industry peer group included in the Stock Performance Graph in the Company’s Annual Report on Form 10-K for the fiscal year ended February 29, 2024.
     
PEO Total Compensation Amount $ 4,380,976 $ 4,228,781 $ 4,141,268 $ 3,223,989
PEO Actually Paid Compensation Amount $ 6,284,864 3,983,560 5,407,772 3,514,779
Adjustment To PEO Compensation, Footnote
(2)
CAP for the PEO is calculated as noted in the table below:
2024
2023
2022
2021
Summary Compensation Table Total (“SCT”) Compensation
$ 4,380,976 $ 4,228,781 $ 4,141,268 $ 3,223,989
Minus: RSU and PSU values reported in SCT for applicable fiscal year
(2,172,335) (2,146,657) (2,052,510) (1,680,786)
Plus: ASC 718 fair value of awards granted during applicable fiscal year that vested during applicable fiscal year(a)
3,189,732 1,781,080 1,727,973 2,777,661
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)
1,497,976 (112,761) 949,716 1,650,488
Plus or minus (as applicable): Change in fair value of prior years’ equity awards that vested during applicable fiscal year
47,013 149,081 560,982 (205,982)
Minus: fair value of prior year’s equity awards that failed to meet the applicable vesting conditions during the current fiscal year
(714,437) (2,260,395)
Plus: dividend equivalents earned during applicable fiscal year upon vesting
55,939 84,036 80,343 9,804
Compensation Actually Paid
$ 6,284,864 $ 3,983,560 $ 5,407,772 $ 3,514,779
(a)
The fair value as of the applicable fiscal year end (prior to vesting) for RSU and PSU awards at target performance was calculated pursuant to FASB ASC Topic 718. For fiscal year 2021, 2022, 2023 and 2024, the PSUs vest at the end of a three-year performance period with payouts ranging from 0%-200% for the relative TSR component. For PSU awards based on relative TSR, the fair value is estimated at year end based on a multifactor Monte Carlo valuation model that simulates our stock price and TSR relative to companies in our peer group.
     
Non-PEO NEO Average Total Compensation Amount $ 1,335,045 1,182,148 1,052,868 791,546
Non-PEO NEO Average Compensation Actually Paid Amount $ 3,243,091 1,100,269 1,305,974 1,753,482
Adjustment to Non-PEO NEO Compensation Footnote
(4)
The average CAP for the Non-PEO NEOs is calculated as noted in the table below using the average of the amounts reported for our other NEOs as a group in the “Total” column of the SCT for each fiscal year:
2024
2023
2022
2021
Summary Compensation Table (“SCT”) Total Compensation
$ 1,335,045 $ 1,182,148 $ 1,052,868 $ 791,546
Minus: RSU and PSU values reported in SCT for applicable fiscal year
(448,792) (418,951) (356,013) (239,358)
Plus: ASC 718 fair value of awards granted during applicable fiscal year that vested during applicable fiscal year(b)
1,095,130 337,354 319,183 992,129
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)
1,372,451 (18,789) 192,234 321,725
Plus or minus (as applicable): Change in fair value of prior years’ equity awards that vested during applicable fiscal year
(27,167) (4,948) 87,343 (47,148)
Minus: fair value of prior year’s equity awards that failed to meet the applicable vesting conditions during applicable fiscal year
(91,703) (67,454)
Plus: dividends equivalents earned during applicable fiscal year upon vesting
8,127 23,455 10,359 2,042
Compensation Actually Paid
$ 3,243,091 $ 1,100,269 $ 1,305,974 $ 1,753,482
(b)
The fair value as of the applicable fiscal year end (prior to vesting) for RSUs and PSU awards at target performance was calculated pursuant to FASB ASC Topic 718. For fiscal year 2021, 2022, 2023 and 2024, the PSUs vest at the end of a three-year performance period with payouts ranging from 0%-200% for the relative TSR component.
     
Compensation Actually Paid vs. Total Shareholder Return [MISSING IMAGE: bc_capvscumazz-pn.jpg]      
Compensation Actually Paid vs. Net Income
[MISSING IMAGE: bc_netincome-pn.jpg]
     
Compensation Actually Paid vs. Company Selected Measure
[MISSING IMAGE: bc_capvadjueps-pn.jpg]
     
Total Shareholder Return Vs Peer Group [MISSING IMAGE: bc_capvscumazz-pn.jpg]      
Tabular List, Table
Most Important Financial Measures Linking CAP During Fiscal Year 2024 to Company Performance
The following table sets forth the compensation measures that the Company uses to measure the performance of its executive officers, including the non-PEO NEOs, during fiscal year 2024.
FY2024 Compensation
Performance Measures
Adjusted Earnings per Share
Adjusted EBITDA
3-Year Relative TSR
     
Total Shareholder Return Amount $ 158.2 88.3 107 111
Peer Group Total Shareholder Return Amount 246.1 175.8 175.2 155.7
Net Income (Loss) $ 87,200,000 $ (61,200,000) $ 84,000,000 $ 39,620,000
Company Selected Measure Amount | $ / shares 4.13 4.01 3.34 2.11
PEO Name Mr. Ferguson      
Discontinued Operation, Gain (Loss) from Disposal of Discontinued Operation, before Income Tax   $ 159,900,000    
Income (Loss) from Continuing Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest   66,300,000    
Measure:: 1        
Pay vs Performance Disclosure        
Name Adjusted Earnings per Share      
Non-GAAP Measure Description
(7)
The Board and its Compensation Committee determined that Adjusted earnings per share (EPS) was the most important financial performance measure that the Company used to link compensation actually paid to our PEO and non-PEO NEOs to financial performance for fiscal year 2024. Adjusted EPS is a non-GAAP measure. For fiscal year 2024, Adjusted EPS is calculated as net income, excluding amortization expense on intangible assets, equity in earnings from our unconsolidated joint venture and the related tax impact of these expenses, divided by diluted weighted-average outstanding shares. Due to the acquisition of Precoat Metals and the AIS Divestiture, Adjusted EPS for purposes of compensation performance measures for fiscal year 2023 is calculated as net income available to common shareholders, excluding the loss on the AIS divestiture, amortization, acquisition and transaction-related expenses, additional depreciation associated with the Precoat acquisition and the related tax impact of these expenses, divided by diluted weighted-average outstanding shares. For fiscal year 2022 and fiscal year 2021, Adjusted EPS is calculated as net income, excluding restructuring and impairment charges, acquisition-related expenses and the related tax impact of these expenses, divided by diluted weighted-average outstanding shares.
     
Measure:: 2        
Pay vs Performance Disclosure        
Name Adjusted EBITDA      
Measure:: 3        
Pay vs Performance Disclosure        
Name 3-Year Relative TSR      
PEO | Equity Awards Adjustments of RSU and PSU Values Reported in SCT [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ (2,172,335) (2,146,657) $ (2,052,510) $ (1,680,786)
PEO | Change In Fair Value As Of Vesting Date Of Current Year Awards Vested During Current Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 3,189,732 1,781,080 1,727,973 2,777,661
PEO | Equity Awards Adjustments Value of Awards Granted During Fiscal Year Unvested [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 1,497,976 (112,761) 949,716 1,650,488
PEO | Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 47,013 149,081 560,982 (205,982)
PEO | Adjustments For Equity Awards Failed To Meet Performance Conditions [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (714,437) (2,260,395)
PEO | Equity Awards Adjustments Of Increase Based on Dividend Equivalents Earned During Applicable Fiscal Year Upon Vesting [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 55,939 84,036 80,343 9,804
Non-PEO NEO        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount    
Non-PEO NEO | Equity Awards Adjustments of RSU and PSU Values Reported in SCT [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (448,792) (418,951) (356,013) (239,358)
Non-PEO NEO | Change In Fair Value As Of Vesting Date Of Current Year Awards Vested During Current Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 1,095,130 337,354 319,183 992,129
Non-PEO NEO | Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (27,167) (4,948) 87,343 (47,148)
Non-PEO NEO | Adjustments For Equity Awards Failed To Meet Performance Conditions [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (91,703)     (67,454)
Non-PEO NEO | Equity Awards Adjustments Of Increase Based on Dividend Equivalents Earned During Applicable Fiscal Year Upon Vesting [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 8,127 23,455 10,359 2,042
Non-PEO NEO | Year-end Fair Value Of Awards Granted In The Current Fiscal Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ 1,372,451 $ (18,789) $ 192,234 $ 321,725